EXECUTION COPY


==============================================================================

                             U.S. $3,000,000,000


                          REVOLVING CREDIT AGREEMENT

                        DATED AS OF SEPTEMBER 22, 1997

                                     AMONG

                         COMPAQ COMPUTER CORPORATION,

            BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION,

                AS ADMINISTRATIVE AGENT AND AS INTERNET AGENT,
                ----------------------------------------------


                           THE CHASE MANHATTAN BANK,


                                CITIBANK, N.A.


                                      AND

                          NATIONSBANK OF TEXAS, N.A.,
                            AS SYNDICATION AGENTS,
                            ----------------------


                  MORGAN GUARANTY TRUST COMPANY OF NEW YORK,
                              AS INTERNET AGENT,
                              ------------------


                                      AND


                            THE BANKS PARTY HERETO


==============================================================================

<PAGE>

<TABLE>
<CAPTION>

                                TABLE OF CONTENTS

                                                                                Page
                                                                               ------
<S>                                                                            <C>
ARTICLE I  DEFINITIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . . .     1
      1.01  Certain Defined Terms . . . . . . . . . . . . . . . . . . . . . . .     1
      1.02  Other Interpretive Provisions . . . . . . . . . . . . . . . . . . .    14
      1.03  Accounting Principles . . . . . . . . . . . . . . . . . . . . . . .    15
ARTICLE II  THE CREDITS . . . . . . . . . . . . . . . . . . . . . . . . . . . .    16
      2.01  Amounts and Terms of Commitments. . . . . . . . . . . . . . . . . .    16
      2.02  Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    16
      2.03  Procedure for Revolving Loan Borrowings . . . . . . . . . . . . . .    17
      2.04  Conversion and Continuation Elections for Revolving Loan Borrowings    18
      2.05  Procedure for Swingline Borrowings. . . . . . . . . . . . . . . . .    19
      2.06  Increase and Extension of Commitments . . . . . . . . . . . . . . .    21
      2.07  Ratable Reduction or Termination of Commitments . . . . . . . . . .    22
      2.08  Non-Ratable Reduction or Termination of Commitments . . . . . . . .    23
      2.09  Optional and Mandatory Prepayments. . . . . . . . . . . . . . . . .    23
      2.10  Repayment . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    24
      2.11  Interest. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    24
      2.12  Fees. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    25
      3.13  Computation of Fees and Interest. . . . . . . . . . . . . . . . . .    25
      2.14  Interest Rate Determination and Protection. . . . . . . . . . . . .    26
      2.15  Payments by the Company . . . . . . . . . . . . . . . . . . . . . .    27
      2.16  Payments by the Banks to the Agent. . . . . . . . . . . . . . . . .    27
      2.17  Sharing of Payments, Etc. . . . . . . . . . . . . . . . . . . . . .    27
ARTICLE III  TAXES, YIELD PROTECTION AND ILLEGALITY . . . . . . . . . . . . . .    28
      3.01  Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    28
      3.02  Breakage Costs. . . . . . . . . . . . . . . . . . . . . . . . . . .    29
      3.03  Increased Costs . . . . . . . . . . . . . . . . . . . . . . . . . .    29
      3.04  Illegality. . . . . . . . . . . . . . . . . . . . . . . . . . . . .    31
      3.05  Reserves on Offshore Loans. . . . . . . . . . . . . . . . . . . . .    31
      3.06  Replacement of Bank; Termination of Bank. . . . . . . . . . . . . .    31
      3.07  Reallocation of Commitments in Event of Merger, Etc.. . . . . . . .    33
      3.08  Certificates of Banks . . . . . . . . . . . . . . . . . . . . . . .    34
      3.09  Survival. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    34
ARTICLE IV  CONDITIONS PRECEDENT. . . . . . . . . . . . . . . . . . . . . . . .    34
      4.01  Conditions of Initial Loans . . . . . . . . . . . . . . . . . . . .    34
      4.02  Conditions to All Borrowings. . . . . . . . . . . . . . . . . . . .    35
<PAGE>
ARTICLE V  REPRESENTATIONS AND WARRANTIES . . . . . . . . . . . . . . . . . . .    36
      5.01  Corporate Existence . . . . . . . . . . . . . . . . . . . . . . . .    36
      5.02  Corporate Power . . . . . . . . . . . . . . . . . . . . . . . . . .    36
      5.03  Authorization and Approvals . . . . . . . . . . . . . . . . . . . .    36
      5.04  Enforceable Obligations . . . . . . . . . . . . . . . . . . . . . .    36
      5.05  Financial Statements. . . . . . . . . . . . . . . . . . . . . . . .    37
      5.06  Litigation. . . . . . . . . . . . . . . . . . . . . . . . . . . . .    37
      5.07  Regulation U. . . . . . . . . . . . . . . . . . . . . . . . . . . .    37
      5.08  Investment Company Act. . . . . . . . . . . . . . . . . . . . . . .    37
      5.09  ERISA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    37
      5.10  Holding Company . . . . . . . . . . . . . . . . . . . . . . . . . .    37
      5.11  Environmental Condition . . . . . . . . . . . . . . . . . . . . . .    37
      5.12  No Material Adverse Change. . . . . . . . . . . . . . . . . . . . .    38
ARTICLE VI  AFFIRMATIVE COVENANTS . . . . . . . . . . . . . . . . . . . . . . .    38
      6.01  Compliance with Laws Etc. . . . . . . . . . . . . . . . . . . . . .    38
      6.02  Reporting Requirements. . . . . . . . . . . . . . . . . . . . . . .    38
      6.03  Use of Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . .    39
      6.04  Maintenance of Insurance. . . . . . . . . . . . . . . . . . . . . .    40
      6.05  Corporate Existence Etc.. . . . . . . . . . . . . . . . . . . . . .    40
      6.06  Visitation Rights . . . . . . . . . . . . . . . . . . . . . . . . .    40
ARTICLE VII  NEGATIVE COVENANTS . . . . . . . . . . . . . . . . . . . . . . . .    40
      7.01  Leverage Ratio. . . . . . . . . . . . . . . . . . . . . . . . . . .    40
      7.02  Liens . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    40
ARTICLE VIII  EVENTS OF DEFAULT . . . . . . . . . . . . . . . . . . . . . . . .    41
      8.01  Event of Default. . . . . . . . . . . . . . . . . . . . . . . . . .    41
      8.02  Remedies. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    42
      8.03  Rights Not Exclusive. . . . . . . . . . . . . . . . . . . . . . . .    42
ARTICLE IX  THE AGENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    43
      9.01  Appointment and Authorization . . . . . . . . . . . . . . . . . . .    43
      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  Co-Agents; Internet Agents. . . . . . . . . . . . . . . . . . . . .    47
<PAGE>
ARTICLE X  MISCELLANEOUS. . . . . . . . . . . . . . . . . . . . . . . . . . . .    48
     10.01  Amendments and Waivers. . . . . . . . . . . . . . . . . . . . . . .    48
     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. . . . . . . . . . .    54
     10.13  Counterparts. . . . . . . . . . . . . . . . . . . . . . . . . . . .    54
     10.14  Severability. . . . . . . . . . . . . . . . . . . . . . . . . . . .    55
     10.15  Governing Law; Jurisdiction . . . . . . . . . . . . . . . . . . . .    55
     10.16  WAIVER OF JURY TRIAL. . . . . . . . . . . . . . . . . . . . . . . .    55
     10.17  ENTIRE AGREEMENT. . . . . . . . . . . . . . . . . . . . . . . . . .    56
</TABLE>
<PAGE>
SCHEDULES
Schedule 2.01       Commitments
Schedule 10.02      Notice  Addresses,  Payment  and  Lending  Offices

EXHIBITS

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


                          REVOLVING CREDIT AGREEMENT

                        dated as of September 22, 1997

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

                                   ARTICLE I

                                  DEFINITIONS

1.01         Certain Defined Terms.  The  following  terms  have the following
             ---------------------
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 Borrow-ing or an Adjusted CD Rate
Swingline  Loan,  as  the case may be, an interest rate per annum equal to the
sum  of:

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

(b)      the  Assessment  Rate  for  such  Interest  Period.

<PAGE>
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  Sec-tion  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 determin-ing the maximum
reserve  requirement  (including,  but  not  limited  to,  any  emergency,
supplemental  or  other marginal reserve requirement) for a member bank of the
Federal  Reserve  System  in New York City with deposits exceeding one billion
dollars  with  respect  to  liabilities consisting of or including U.S. dollar
nonpersonal  time  deposits in the United States with a maturity equal to such
Interest  Period.

"Adjusted  CD Rate Swingline Loan" means a Swingline Loan which bears interest
 --------------------------------
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.
 ---------
<PAGE>

     "Applicable  Fee  Amount"  means,  for any date, the per annum percentage
      -----------------------
amount  set  forth  below  based  on  the  Applicable  Rating  on  such  date:

<TABLE>
<CAPTION>

Applicable
Rating               Fee Percentage
------------------  ---------------
<S>                 <C>
A+/A1 (or higher).          0.0600%
A/A2 . . . . . . .          0.0650%
A-/A3. . . . . . .          0.0725%
BBB+/Baa1. . . . .          0.0800%
BBB/Baa2 . . . . .          0.1000%
BBB-/Baa3. . . . .          0.1500%
BB+/Ba1. . . . . .          0.1750%
(or lower, or no
Applicable Rating)

</TABLE>


"Applicable  Margin"  means,  on  any date and with respect to each CD Loan or
 ------------------
Offshore  Loan outstanding on such date, the applicable margin (on a per annum
basis)  set  forth  below  based  on  the  Applicable  Rating  on  such  date:

<TABLE>
<CAPTION>

Applicable . . . .    CD      Offshore
Rating . . . . . .   Loans     Loans
------------------  -------  ---------
<S>                 <C>      <C>
A+/A1 (or higher).  0.1900%    0.1900%
A/A2 . . . . . . .  0.2000%    0.2000%
A-/A3. . . . . . .  0.2300%    0.2300%
BBB+/Baa1. . . . .  0.2500%    0.2500%
BBB/Baa2 . . . . .  0.3250%    0.3250%
BBB-/Baa3. . . . .  0.4000%    0.4000%
BB+/Ba1. . . . . .  0.6000%    0.6000%
(or lower, or no
Applicable Rating)
</TABLE>

Provided,  that  at  any time as the aggregate outstanding principal amount of
--------
Revolving  Loans,  together with the aggregate outstanding principal amount of
"Revolving  Loans"  under,  and as that term is defined in, the 364-Day Credit
Agreement,  exceeds 50% of the combined Commitments of all the Banks, together
with  the combined "Commitments" of all the lenders under, and as that term is
defined  in,  the 364-Day Credit Agreement (and any time after the termination
of  commitments  to lend under Section 8.02(a) or under Section 2.09(b), or of
the 364-Day Credit Agreement, as applicable), the Applicable Margin in respect
of  CD  Loans and Offshore Loans hereunder shall be increased by an additional
0.100  percent  per  annum.

"Applicable  Rating"  means  the  most  favorable  ratings issued from time to
 ------------------
time  by  S&P  or  Moody's  as  applicable  to  the Company's senior unsecured
long-term debt; provided that (a) if the most favorable ratings established by
                --------
such  rating  agencies  indicate  two  different  pricing  levels,  the  level
corresponding  to  the more favorable of such ratings shall apply, (b) if only
one  such  rating  agency  shall  provide  a rating as to the Company's senior
unsecured  long-term  debt,  the  pricing level shall be determined based upon
such  rating,  and (c) if the ratings system of either of S&P or Moody's shall
change  prior  to  the date all Obligations have been paid and the Commitments
cancelled, the Company, Agent and Banks shall negotiate in good faith to amend
this  Agreement  promptly  to  reflect  such  changed  system.
<PAGE>

"Arranger"  means  BancAmerica  Securities,  Inc.,  a  Delaware  corporation.
 --------

"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.
327.3)  for  insuring  time  deposits  at offices of such member in the United
States;  or,  in  the event that the FDIC shall at any time hereafter cease to
assess  time  deposits  based  upon  such  classifications  or  successor
classifications, equal to the maximum annual assessment rate in effect on such
day that is payable to the FDIC by commercial banks (whether or not applicable
to any particular Bank) for insuring time deposits at offices of such banks in
the  United  States.

"Assignment  and  Acceptance" means an Assignment and Acceptance 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.
<PAGE>

"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  Trust  and  Savings 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
 -----------------------------

"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 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.
<PAGE>

"Closing  Date"  means the date 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 consoli-dated stockholders'
 ------------------------
equity  of  the  Company  and  its  consolidated  Subsidiaries  (excluding any
Redeemable  Preferred  Stock  of  the  Company).

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

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

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

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

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

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

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

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

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

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

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

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

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

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

"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.

"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.
<PAGE>

"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.
<PAGE>

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

(a)     September  22,  2002,  as  such  date  may  be  extended  pursuant  to
Section  2.06;  and
<PAGE>

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

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

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

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

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

"Subordinated  Debt" means any Debt of the Company (i) that expressly provides
 ------------------
that  it  is  subordinate  in  right of payment to the Loans made by the Banks
hereunder  and under the 364-Day 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 "Revolving Termination
Date."

"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).
 ---------------
<PAGE>

"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.

"364-Day  Credit  Agreement"  means  that  U.S.$1,000,000,000 Revolving Credit
 --------------------------
Agreement  dated  as  of  this  date among the Company, BofA as Administrative
Agent  and  the lenders party thereto, under which such lenders have agreed to
extend  credit  to  the  Company  on  a  364-day  basis.

"364-Day  Credit  Agreement  Termination  Date"  means the date upon which the
 ---------------------------------------------
Agent  has received evidence, in form and substance satisfactory to the Agent,
that  the  commitments  of the lenders under the 364-Day Credit Agreement have
been  duly  cancelled  or  terminated  and that all principal, interest, fees,
expenses  and  other  amounts  outstanding  thereunder have been paid in full.

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

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

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

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

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

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

(c)     In the computation of periods of time from a specified date to a later
specified date, the word "from" means "from and including"; the words "to" and
"until"  each  mean  "to  but excluding", and the word "through" means "to and
including."
<PAGE>

(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.

<PAGE>

                                  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 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 364-Day Credit Agreement Termination 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.
<PAGE>

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.
<PAGE>

2.04          Conversion  and  Continuation  Elections  for  Revolving  Loan
              -----------------------------
Borrowings.    (a)    The  Company may, upon irrevocable written notice to the
Agent  under  subsection  (b)  of  this  Section:

(i)       elect,  on  any  Business  Day,  in  the case of Base Rate Revolving
Loans,  or  on  the last day of the applicable Interest Period, in the case of
Adjusted CD Rate Revolving Loans or LIBOR Revolving Loans, to convert any such
Loans  (or  any  part  thereof in an amount not less than the Minimum Tranche)
into  Revolving  Loans  of  another  Type;  or

(ii)      elect to renew on the last day of the applicable Interest Period any
Revolving  Loans  having  Interest  Periods  maturing on such day (or any part
thereof  in  an  amount  not  less  than  the  Minimum  Tranche);

provided,  that  if  at  any  time  the  aggregate  amount of Adjusted CD Rate
--------
Revolving  Loans  or  LIBOR   Loans in respect of any Borrowing is reduced, by
payment, prepayment, or conversion of part thereof to be less than the Minimum
Tranche,  such  Loans  shall  automatically  convert  into Base Rate Revolving
Loans,  and  on  and after such date the right of the Company to continue such
Loans  as,  and  convert  such Loans into, Adjusted CD Rate Revolving Loans or
LIBOR Revolving Loans shall terminate, except that if and so long as each such
                                       ------
Revolving  Loan shall be of the same Type and have the same Interest Period as
Revolving  Loans  comprising  another  Borrowing  or other Borrowings, and the
aggregate  unpaid  principal  amount  of all such Loans of all such Borrowings
shall  equal  or  exceed  $10,000,000,  the  Company  shall  have the right to
continue all such Loans as, or to convert all such Loans into, Revolving Loans
of  such  Type  having  such  Interest  Period.

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

(A)      the  proposed  Conversion/Continuation  Date;

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

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

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

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

(d)       The  Agent will promptly notify each Bank of its receipt of a Notice
of Conversion/Continuation, or, if no timely notice is provided by the Company
under this Section, the Agent will promptly notify each Bank of the details of
any  automatic  conversion.    All conversions and continuations shall be made
ratably  according  to  the  respective  outstanding  principal amounts of the
Revolving  Loans held by each Bank with respect to which the notice was given.
(e)       Unless the Majority Banks otherwise agree, during the existence of a
Default  or  Event  of  Default, the Company may not elect to have a Revolving
Loan  converted  into  or continued as an Adjusted CD Rate Revolving Loan or a
LIBOR  Revolving Loan with an Interest Period exceeding one month (in the case
of  a  LIBOR  Revolving  Loan)  or 30 days (in the case of an Adjusted CD Rate
Revolving  Loan).

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

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

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

(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.
<PAGE>

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 Commitmentsunder 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 $3,400,000,000 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 $400,000,000 plus the aggregate amount (but not greater
than  $100,000,000)  of  all  non-ratable  reductions  and  terminations  of
Commitments  effectuated  pursuant  to Section 2.08; (ii) no Bank's Commitment
shall  be increased without the consent of such Bank; (iii) there has occurred
and  is  continuing no Default or Event of Default, and (iv) there has been no
ratable  reduction of Commitments pursuant to Section 2.07.  The Company shall
deliver  or  pay, as applicable, to the Agent each of the following items with
respect  to  each  Eligible  Assignee (and each existing Bank whose Commitment
will increase) prior to 11:00 a.m. (Houston time) (A) five Business Days prior
to  the  requested effective date of such increase in the Commitments, if such
date  is  a  No  Loan  Date,  or  (B) ten Business Days prior to the requested
effective  date  of such increase in the Commitments, if such date is not a No
Loan  Date:

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

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

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

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

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

(b)       Not  less  than  four years and 30 days nor more than four years and
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 one year 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 one-year 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.
<PAGE>

2.08          Non-Ratable Reduction or Termination of Commitments. The Company
              ---------------------------------------------------
shall  have  the  right,  without  the consent of any Bank, but subject to the
approval  of  the Agent (which consent shall not be unreasonably withheld), to
reduce  in  part  or to terminate in whole the Commitment of one or more Banks
non-ratably,  provided  that  (i)  the effective date of any such reduction or
              --------
termination  of  Commitments shall be a No Loan Date, (ii) after giving effect
thereto  and  to any prepayments of Swingline Loans made on the effective date
thereof,  the  then-outstanding  principal amount of all Swingline Loans shall
not  exceed the amount of the Swingline Commitment then in effect, as adjusted
pursuant  to  the  penultimate  sentence  of  this  Section 2.08; (iii) on the
effective date of any such reduction or termination (x) no Default or Event of
Default  shall  have  occurred  and  be  continuing,  (y) the senior unsecured
long-term debt of the Company is rated BBB- or better by S&P or Baa3 or better
by  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 $100,000,000 plus
the  aggregate  amount (but not greater than $100,000,000) of all increases in
Commitments  effectuated  pursuant  to  Section  2.06.    At no time shall the
Swingline  Commitment  exceed  the  combined Commitments of the Banks, and any
reduction of the Commitment of one or more Banks non-ratably which reduces the
combined  Commitments  of  the  Banks  below  the  then-current  amount of the
Swingline  Commitment  shall result in an automatic corresponding reduction of
the  Swingline  Commitment  to  the  amount of the combined Commitments of the
Banks,  as  so  reduced, without any action on the part of the Swingline Bank.
The  Company shall give the Agent three Business Days' notice of the Company's
intention  to  reduce  or  terminate  any Commitment pursuant to this Section.

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

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

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

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

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

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

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

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

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

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

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

(b)       The  Agent  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 informa-tion to the
Agent  for  determining  the  LIBO  Rate  for any LIBOR Revolving Loans or the
Adjusted  CD  Rate  for  any  Adjusted  CD  Rate  Revolving  Loans,

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

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

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

(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.
<PAGE>

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

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

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

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.
<PAGE>

                                  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.
<PAGE>

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

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

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

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

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.
<PAGE>

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

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

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

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

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

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

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

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;
<PAGE>

(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
          --------------
Assistant  General  Counsel  of  the  Company,  addressed to the Agent and the
Banks,  substantially  in  the form of Exhibit D-1, and an opinion of Vinson &
                                       -----------
Elkins  L.L.P.,  counsel to the Company, addressed to the Agent and the Banks,
substantially  in  the  form  of  Exhibit  D-2;
                                  ------------

(e)       364-Day Credit Agreement. Evidence that all conditions to closing of
          ------------------------
the  364-Day  Credit  Agreement  have  occurred;

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

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

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

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

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

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

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

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

(c)       No Existing Default.  No  Default or Event of Default shall exist or
          -------------------
shall  result  from  such  Borrowing.
Each  Notice  of Borrowing submitted by the Company hereunder, and each making
of  a Borrowing by the Company, shall constitute a representation and warranty
by the Company hereunder, as of the date of each such notice or request and as
of  each  Borrowing  Date,  that the conditions in Section 4.02 are satisfied.

                                   ARTICLE V

                        REPRESENTATIONS AND WARRANTIES

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

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

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

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

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

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

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

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

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

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

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

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

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

                                  ARTICLE VI

                             AFFIRMATIVE COVENANTS

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

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

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

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

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

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

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

(e)       no  later  than  five  Business  Days after the date of promulgation
thereof  by  such rating agency, notice of any change in the Applicable Rating
by  S&P  or  Moody's that would change the Applicable Margin or Applicable Fee
Amount;

(f)       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;

(g)       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

(h)       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  paper copies until written notice to cease delivering paper copies is
given  by the Agent or such Bank and provided, further, that in every instance
the Company shall provide paper copies of the Compliance Certificates required
by  subsections  (a) and (b) and the notice required by subsection (d) of this
Section  6.02  to  the Agent and each of the Banks.  Except for the Compliance
Certificates  referred to in subsections (a) and (b) of this Section 6.02, the
Agent  shall  have no obligation to request the delivery or to maintain copies
of the reports referred to in subsections (a), (b) or (d) of this Section 6.02
or  to  monitor  compliance by the Company with any such request for delivery,
and  each  Bank  shall  be solely responsible for requesting delivery to it or
maintaining  its  copies  of  such  reports.

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

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

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

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


                                  ARTICLE VII

                              NEGATIVE COVENANTS

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

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

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

                                 ARTICLE VIII

                               EVENTS OF DEFAULT

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

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

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

(c)       Specific Defaults.  The  Company  fails  to  perform  or observe any
          -----------------
term,  covenant  or  agreement  contained in any of Sections 6.02(c), 6.02(f),
6.02(g), 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  364-Day 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
<PAGE>

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

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

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

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

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

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

                                  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"  in  this  Agreement  and  in  any other Loan Document 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 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.
<PAGE>

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.
<PAGE>

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.
<PAGE>

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.
<PAGE>

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

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

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

                                   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.
<PAGE>

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

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

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

10.04         Costs  and  Expenses.    The  Company  shall:
              --------------------

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

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

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).
<PAGE>

(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.

<PAGE>

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

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

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

10.09         Interest. (a) It is the intention of the parties hereto that the
              --------
Agent and each Bank shall conform  strictly to usury laws applicable to it, if
any. Accordingly,  if the transactions with the Agent or any Bank contemplated
hereby would be usurious  under  applicable  law, if any, then, in that event,
notwithstanding  anything to the contrary in this Agreement,  the Notes or any
other  agreement  entered into in connection with this Agreement or the Notes,
it is  agreed  as  follows:  (i)  the  aggregate  of all  consideration  which
constitutes  interest  under  applicable  law that is contracted  for,  taken,
reserved,  charged or received by the Agent or such Bank,  as the case may be,
under this Agreement,  the Notes or under any other agreement  entered into in
connection  with this  Agreement  or the Notes  shall  under no  circumstances
exceed the maximum amount allowed by such  applicable law and any excess shall
be cancelled  automatically and, if theretofore paid, shall be refunded by the
Agent or such Bank, as the case may be, to the Company,  and (ii) in the event
that the maturity of any Loan or other obligation payable to the Agent or such
Bank,  as the case may be, is  accelerated  or in the event of any required or
permitted prepayment,  then such consideration that constitutes interest under
law  applicable  to the  Agent or such  Bank,  as the case may be,  may  never
include more than the maximum amount allowed by such applicable law and excess
interest,  if any, to the Agent or such Bank, as the case may be, provided for
in this Agreement or otherwise shall be cancelled automatically as of the date
of such  acceleration  or prepayment and, if theretofore  paid,  shall, at the
option of the Agent or such Bank, as the case may be, be credited by the Agent
or such Bank, as the case may be, on the principal  amount of the  obligations
owed to the Agent or such Bank, as the case may be, by the Company or refunded
by the Agent or such Bank,  as the case may be, to the Company.  To the extent
that Article  5069-1.04 of the Texas Revised Civil Statutes is relevant to any
Bank for the purposes of determining the Highest Lawful Rate, such Bank hereby
elects to determine  the  applicable  rate  ceiling  under such Article by the
indicated  (weekly) rate ceiling from time to time in effect,  subject to such
Bank's  right to  subsequently  change such rate  ceiling in  accordance  with
applicable law. Tex. Rev. Civ. Stat.  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.
<PAGE>

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

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

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

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

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

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

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

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

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

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

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

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

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

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

THERE  ARE  NO  UNWRITTEN  ORAL  AGREEMENTS  AMONG  THE  PARTIES.


               [REMAINDER OF THIS PAGE LEFT INTENTIONALLY BLANK]

<PAGE>

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.


<TABLE>
<CAPTION>
<S>                                      <C>
Company's  Notice  Address:              COMPAQ  COMPUTER  CORPORATION
Compaq  Computer  Corporation
P.O.  Box  692000,  MS110701
20555  State  Highway  24                By:        /s/  Ben  K.  Wells
                                                ----------------------------------
Houston,  TX  77269-2000                 Name:      Ben  K.  Wells
www.compaq.com                           Title:           Assistant  Treasurer
Attn:Richard Harris
     Director, Capital Markets Treasury
     Richard.Harris@compaq.com           BANK  OF  AMERICA  NATIONAL  TRUST
     Tel:  (281)  518-6024               AND SAVINGS ASSOCIATION, as Administrative
     Fax:  (281)  514-7400               Agent  and  as  Internet  Agent


                                         By:        /s/    Kevin  M.  McMahon
                                                -----------------------------------
                                         Name:      Kevin  M.  McMahon
                                         Title:     Managing  Director


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


                                         By:        /s/    Kevin  M.  McMahon
                                                -----------------------------------
                                         Name:      Kevin  M.  McMahon
                                         Title:     Managing  Director


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


                                         By:        /s/    James  M.  Walsh
                                                -----------------------------------
                                         Name:      James  M.  Walsh
                                         Title:     Attorney-in-fact


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


                                         By:        /s/    Timothy  M.  O'Connor
                                                -----------------------------------
                                         Name:      Timothy  M.  O'Connor
                                         Title:     Vice  President


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


                                         By:        /s/    David  Staples
                                                -----------------------------------
                                         Name:      David  Staples
                                         Title:     Vice  President


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


                                         By:        /s/    Jeffrey  Hwang
                                                -----------------------------------
                                         Name:      Jeffrey  Hwang
                                         Title:     Vice  President


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


                                         By:        /s/    Anthony  F.  Giobbi
                                                -----------------------------------
                                         Name:      Anthony  F.  Giobbi
                                         Title:     First  Vice  President


                                         By:        /s/    Charles  W.  Kennedy
                                                -----------------------------------
                                         Name:      Charles  W.  Kennedy
                                         Title:     First  Vice  President


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


                                         By:        /s/    Ralf  Hoffmann
                                                -----------------------------------
                                         Name:      Ralf  Hoffmann
                                         Title:     Vice  President

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


                                         THE  FIRST  NATIONAL  BANK  OF  CHICAGO


                                         By:        /s/    Cory  M.  Olson
                                                -----------------------------------
                                         Name:      Cory  M.  Olson
                                         Title:     Authorized  Agent


                                         FLEET  NATIONAL  BANK


                                         By:        /s/    Frank  Benesh
                                                -----------------------------------
                                         Name:      Frank  Benesh
                                         Title:     Vice  President


                                         ING  BANK  N.V.


                                         By:        /s/    Peter  Nabney
                                                -----------------------------------
                                         Name:      Peter  Nabney
                                         Title:     General  Manager


                                         By:        /s/    Samantha  de  Foubert
                                                -----------------------------------
                                         Name:      Samantha  de  Foubert
                                         Title:     Account  Manager


<PAGE>
                                         ROYAL  BANK  OF  CANADA


                                         By:        /s/    Brian  W.  Dixon
                                                -----------------------------------
                                         For:       Brian  W.  Dixon
                                         Title:     Senior  Manager


                                         BANCA  COMMERCIALE  ITALIANA,
                                         LOS  ANGELES  BRANCH


                                         By:        /s/    Eduardo  Bombieri
                                                -----------------------------------
                                         Name:      Eduardo  Bombieri
                                         Title:     Vice  President  &  Manager


                                         By:        /s/    Jack  Wityak
                                                -----------------------------------
                                         Name:      Jack  Wityak
                                         Title:     Vice  President


                                         BANK  OF  TOKYO-MITSUBISHI  TRUST  COMPANY


                                         By:        /s/    Mark  Marron
                                                -----------------------------------
                                         Name:      Mark  Marron
                                         Title:     Vice  President


                                         BARCLAYS  BANK  PLC,  NEW  YORK  BRANCH


                                         By:        /s/    John  Giannone
                                                -----------------------------------
                                         Name:      John  Giannone
                                         Title:     Director


<PAGE>
                                         THE  FUJI  BANK,  LIMITED,  HOUSTON  AGENCY


                                         By:        /s/    Kenichi  Tatara
                                                -----------------------------------
                                         Name:      Kenichi  Tatara
                                         Title:     Vice  President  &  Manager


                                         NATIONAL  AUSTRALIA  BANK  LIMITED


                                         By:        /s/    Justin  McCarty,  III
                                                -----------------------------------
                                         Name:      Justin  McCarty,  III
                                         Title:     Vice  President


                                         BANCA  DI  ROMA,  CHICAGO  BRANCH


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


                                         By:        /s/    Luigi  Rocchi
                                                -----------------------------------
                                         Name:      Luigi  Rocchi
                                         Title:     Vice  President


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


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


                                         By:        /s/    Brian  R.  Landy
                                                -----------------------------------
                                         Name:      Brian  R.  Landy
                                         Title:     Vice  President


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


                                         By:        /s/    Giuliano  Violetta
                                                -----------------------------------
                                         Name:      Giuliano  Violetta
                                         Title:     First  Vice  President


                                         By:        /s/    Adolph  S.  Mascari
                                                -----------------------------------
                                         Name:      Adolph  S.  Mascari
                                         Title:     Assistant  Vice  President


                                         BANCA  POPOLARE  DI  MILANO,  NEW  YORK  BRANCH


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


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


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


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


<PAGE>
                                         BANK  OF  MONTREAL


                                         By:        /s/    Bev  Blucher
                                                -----------------------------------
                                         Name:      Bev  Blucher
                                         Title:     Senior  Vice  President


                                         THE  BANK  OF  NEW  YORK


                                         By:        /s/    Alan  Lyster
                                                -----------------------------------
                                         Name:      Alan  Lyster
                                         Title:     Vice  President


                                         BANKBOSTON,  N.A.


                                         By:        /s/    Jay  L.  Massimo
                                                -----------------------------------
                                         Name:      Jay  L.  Massimo
                                         Title:     Vice  President


                                         BANQUE  NATIONALE  DE  PARIS,  HOUSTON  AGENCY


                                         By:        /s/    Thierry  Bonetto
                                                -----------------------------------
                                         Name:      Thierry  Bonetto
                                         Title:     Deputy  General  Manager


<PAGE>
                                         BAYERISCHE  HYPOTHEKEN-UND  WECHSEL-BANK
                                         AKTIENGELSELLSCHAFT,  NEW  YORK  BRANCH


                                         By:        /s/    Yoram  Dankner
                                                -----------------------------------
                                         Name:      Yoram  Dankner
                                         Title:     Senior  Vice  President


                                         By:        /s/    E.S.  Atwell
                                                -----------------------------------
                                         Name:      E.S.  Atwell
                                         Title:     Vice  President


                                         CORESTATES  BANK,  N.A.


                                         By:        /s/    Scott  Hoffman
                                                -----------------------------------
                                         Name:      Scott  Hoffman
                                         Title:     Vice  President


                                         CREDITO  ITALIANO


                                         By:        /s/    Umberto  Seretti   /s/    Saiyed  A.  Abbas
                                                ------------------------------------------------------
                                         Name:      Umberto  Seretti          Saiyed  A.  Abbas
                                         Title:     Vice  President           Assistant  Vice  President


                                         THE  DAI-ICHI  KANGYO  BANK,  LIMITED


                                         By:        /s/    Seiji  Imai
                                                -----------------------------------
                                         Name:      Seiji  Imai
                                         Title:     Vice  President


<PAGE>
                                         DEN  DANSKE  BANK  AKTIESELSKAB,  CAYMAN  ISLANDS  BRANCH


                                         By:        /s/    John  O'Neill
                                                -----------------------------------
                                         Name:      John  O'Neill
                                         Title:     Vice  President


                                         By:        /s/    Peter  L.  Hargraves
                                                -----------------------------------
                                         Name:      Peter  L.  Hargraves
                                         Title:     Vice  President


                                         DRESDNER  BANK  AG,  NEW  YORK  BRANCH  AND  GRAND  CAYMAN  BRANCH


                                         By:        /s/    John  W.  Sweeney
                                                -----------------------------------
                                         Name:      John  W.  Sweeney
                                         Title:     Assistant  Vice  President


                                         By:        /s/    Denise  M.  Rohde
                                                -----------------------------------
                                         Name:      Denise  M.  Rohde
                                         Title:     Assistant  Treasurer


                                         THE  INDUSTRIAL  BANK  OF  JAPAN,  LIMITED
                                         NEW  YORK  BRANCH


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


<PAGE>
                                         ISTITUTO  BANCARIO  SAN  PAOLO  DI  TORINO  S.P.A.


                                         By:        /s/    Robert  Wurster
                                                -----------------------------------
                                         Name:      Robert  Wurster
                                         Title:     First  Vice  President


                                         By:        /s/    Glen  Binder
                                                -----------------------------------
                                         Name:      Glen  Binder
                                         Title:     Vice  President


                                         KREDIET  BANK  N.V.,  GRAND  CAYMAN  BRANCH


                                         By:        /s/    Robert  Snauffer
                                                -----------------------------------
                                         Name:      Robert  Snauffer
                                         Title:     Vice  President


                                         By:        /s/    Tod  R.  Angus
                                                -----------------------------------
                                         Name:      Tod  R.  Angus
                                         Title:     Vice  President


                                         MARINE  MIDLAND  BANK


                                         By:        /s/    John  B  Lyons
                                                -----------------------------------
                                         Name:      John  B  Lyons
                                         Title:     Senior  Vice  President


                                         MELLON  BANK,  N.A.


                                         By:        /s/    John  M.  Kailer
                                                -----------------------------------
                                         Name:      John  M.  Kailer
                                         Title:     First  Vice  President


<PAGE>
                                         NATIONAL  WESTMINSTER  BANK  PLC,
                                         NEW  YORK  BRANCH


                                         By:        /s/    Angela  Bozorgmir
                                                -----------------------------------
                                         Name:      Angela  Bozorgmir
                                         Title:     Vice  President


                                         NATIONAL  WESTMINSTER  BANK  PLC,
                                         NASSAU  BRANCH


                                         By:        /s/    Angela  Bozorgmir
                                                -----------------------------------
                                         Name:      Angela  Bozorgmir
                                         Title:     Vice  President


                                         THE  NORTHERN  TRUST  COMPANY


                                         By:        /s/    John  E.  Burda
                                                -----------------------------------
                                         Name:      John  E.  Burda
                                         Title:     Second  Vice  President


                                         PNC  BANK,  NATIONAL  ASSOCIATION


                                         By:        /s/    David  J.  Egan
                                                -----------------------------------
                                         Name:      David  J.  Egan
                                         Title:     Senior  Vice  President


<PAGE>
                                         THE  SANWA  BANK,  LIMITED


                                         By:        /s/    Matthew  Patrick
                                                -----------------------------------
                                         Name:      Matthew  Patrick
                                         Title:     Vice  President


                                         SKANDINAVISKA  ENSKILDA  BANKEN  AB  (PUBL),  NEW  YORK  BRANCH


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


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


                                         SOCIETE  GENERALE  FINANCE  (IRELAND)  LIMITED


                                         By:        /s/    Ther  se  Leonard
                                                -----------------------------------
                                         Name:      Therese  Leonard
                                         Title:     Account  Manager


                                         By:        /s/    Jacinta  Conroy
                                                -----------------------------------
                                         Name:      Jacinta  Conroy
                                         Title:     Loans  Administrator


<PAGE>
                                         STANDARD  CHARTERED  BANK


                                         By:        /s/    Peter  G.R.  Dodds
                                                -----------------------------------
                                         Name:      Peter  G.R.  Dodds
                                         Title:     Vice  President


                                         By:        /s/    Kristina  McDavid
                                                -----------------------------------
                                         Name:      Kristina  McDavid
                                         Title:     Vice  President


                                         THE  SUMITOMO  BANK,  LIMITED


                                         By:        /s/    Harumitsu  Seki
                                                -----------------------------------
                                         Name:      Harumitsu  Seki
                                         Title:     General  Manager


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


                                         By:        /s/    Ninoos  Y.  Benjamin
                                                -----------------------------------
                                         Name:      Ninoos  Y.  Benjamin
                                         Title:     Vice  President  &  Manager


                                         SWISS  BANK  CORPORATION,  NEW  YORK  BRANCH


                                         By:        /s/    Gary  Riddell
                                                -----------------------------------
                                         Name:      Gary  Riddell
                                         Title:     Director


                                         By:        /s/    James  J.  Diaz
                                                -----------------------------------
                                         Name:      James  J.  Diaz
                                         Title:     Director


<PAGE>
                                         TORONTO  DOMINION  BANK  (TEXAS),  INC.


                                         By:        /s/    Darlene  Riedel
                                                -----------------------------------
                                         Name:      Darlene  Riedel
                                         Title:     Vice  President


                                         WELLS  FARGO  BANK,  N.A.


                                         By:        /s/    Ken  Taylor
                                                -----------------------------------
                                         Name:      Ken  Taylor
                                         Title:     Assistant  Vice  President


                                         WESTDEUTSCHE  LANDESBANK  GIROZENTRALE,  NEW  YORK  BRANCH


                                         By:        /s/    Alan  S.  Bookspan  /s/    Thomas  Lee
                                                -------------------------------------------------
                                         Name:      Alan  S.  Bookspan         Thomas  Lee
                                         Title:     Vice  President            Associate


<PAGE>

                                                                     EXHIBIT A
                                                                     ---------

                              NOTICE OF BORROWING

Bank  of  America  National  Trust  and
Savings  Association,  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  $3,000,000,000  Revolving Credit Agreement, dated as of September 22,
1997  (together  with  all amendments, if any, from time to time made thereto,
the  "Credit  Agreement"),  among  Compaq  Computer  Corporation,  a  Delaware
corporation (the "Company"), certain Banks parties thereto and Bank of America
National  Trust  and  Savings  Association,  as  administrative agent for such
Banks.    Unless  otherwise  defined herein or the context otherwise requires,
terms  used  herein  have  the  meanings  provided  in  the  Credit Agreement.
The  Company  hereby  irrevocably  requests  a  Borrowing  under  the  Credit
Agreement, and in that connection sets forth below the information relating to
such  Borrowing  (the  "Proposed  Borrowing") as required by Section [2.03(a)]
[2.05(a)]  of  the  Credit  Agreement:

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

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

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

------------------
* To  be  included  for  a  Proposed  Borrowing  comprised of Revolving Loans.
** To  be  included  for  a  Proposed Borrowing comprised of a 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 shall result from such
Proposed  Borrowing.
Very  truly  yours,

                              COMPAQ  COMPUTER  CORPORATION


                              By:
                              Name:
                              Title:

<PAGE>
                                                                     EXHIBIT B
                                                                     ---------

                        CONVERSION/CONTINUATION NOTICE

Bank  of  America  National  Trust  and
Savings  Association,  as  Administrative  Agent
Agency  Administrative  Services  #5596
1850  Gateway  Blvd.
Concord,  CA  94520-3281
Attn:    Compaq  AO                                  [Date]

Ladies  and  Gentlemen:

     This Conversion/Continuation Notice is delivered pursuant to Section 2.04
of  the  $3,000,000,000  Revolving Credit Agreement, dated as of September 22,
1997  (together  with  all amendments, if any, from time to time made thereto,
the  "Credit  Agreement"),  among  Compaq  Computer  Corporation,  a  Delaware
corporation (the "Company"), certain Banks parties thereto and Bank of America
National  Trust  and  Savings  Association,  as  administrative agent for such
Banks.    Unless  otherwise  defined herein or the context otherwise requires,
terms  used  herein  have  the  meanings  provided  in  the  Credit Agreement.

The  Company  hereby  requests  that  on  _____________,  _____,

     (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],


------------------
* Select appropriate interest rate  option.
<PAGE>

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

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


                              COMPAQ  COMPUTER  CORPORATION


                              By:
                              Name:
                              Title:


------------------
** Unless  otherwise  agreed,  a  Revolving  Loan  cannot be 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) during the
existence of a Default or Event of Default.
<PAGE>

                                                                     EXHIBIT C
                                                                     ---------

                            COMPLIANCE CERTIFICATE

     This  Compliance Certificate is delivered pursuant to Section 6.02 of the
$3,000,000,000  Revolving  Credit  Agreement  dated  as  of September 22, 1997
(together  with  all  amendments,  if any, from time to time made thereto, the
"Credit  Agreement") among Compaq Computer Corporation, a Delaware corporation
(the  "Company"),  certain  Banks parties thereto and Bank of America National
Trust and Savings Association, as adminis-trative agent for such Banks. Unless
otherwise  defined herein or the context otherwise requires, terms used herein
have  the  meanings  provided  in  the  Credit  Agreement.

     The  undersigned  certifies,  represents  and  warrants  as  follows:

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

                   [Insert calculation in reasonable detail]

     (b)          There  exists  on the date of this Compliance Certificate no
Default  or  Event  of  Default  under  the  Credit  Agreement.

     EXECUTED  AND  DELIVERED  this  ____  day  of  ______________,  _____.


                              COMPAQ  COMPUTER  CORPORATION


                              By:
                              Name:
                              Title:

<PAGE>

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

                                   [Date]

To  each  of  the  Banks  parties  to  the
$3,000,000,000  Revolving  Credit  Agreement
dated  as  of  September  22,  1997  among
Compaq  Computer  Corporation,  such  Banks,
Bank  of  America  National  Trust  and  Savings
Association,  as  administrative  agent  and  as  Internet  agent,
The  Chase  Manhattan  Bank,  Citibank,  N.A.
and  NationsBank  of  Texas,  N.A.,
as  syndication  agents,  and  Morgan  Guaranty
Trust  Company  of  New  York,  as  Internet  agent

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

Ladies  and  Gentlemen:

     As  Vice  President  and  Assistant  General  Counsel  of Compaq Computer
Corporation,  a  Delaware  corporation (the "Company"), I am familiar with the
$3,000,000,000  Revolving Credit Agreement dated as of September 22, 1997 (the
"Credit Agreement") among the Company, the Banks listed on the signature pages
thereof,  Bank  of  America  National  Trust  and  Savings  Association,  as
administrative  agent  for such Banks (the "Agent") and as Internet agent, The
Chase  Manhattan  Bank,  Citibank,  N.A.  and  NationsBank  of Texas, N.A., as
syndication agents, and Morgan Guaranty Trust Company of New York, as Internet
agent.    In  such  capacity,  I  am  also  familiar  with  the Certificate of
Incorporation  and  Bylaws  of  the  Company  and the corporate records of the
Company.    This opinion is being furnished to you pursuant to Section 4.01(d)
of  the Credit Agreement.  Terms used herein but not defined herein shall have
the  same  meaning  ascribed  to  such  terms  in  the  Credit  Agreement.

      Before  rendering this opinion, I (or other attorneys with the Company's
legal department acting under my direction) have examined the Credit Agreement
and  the  Loan  Documents,  and  have  examined  and  relied upon originals or
photostatic  or  certified  copies  of such corporate records, certificates of
officers  of  the  Company  and  of  public  officials,  and  such agreements,
documents  and instru-ments, 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.
<PAGE>

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

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

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

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

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

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.  Auwers
                              ---------------------
                              Linda  S.  Auwers
                              Vice  President  and
                              Assistant  General  Counsel

<PAGE>

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


(713) 758-3516                                                  (713) 615-5381

     September  22,  1997


To  Each  of  the  Banks  Parties  to  the
$3,000,000,000  Revolving  Credit  Agreement
dated  as  of  September  22,  1997  among
Compaq  Computer  Corporation,  such  Banks,
Bank  of  America  National  Trust  and  Savings
Association,  as  Administrative  Agent  and  as  Internet  Agent,
The  Chase  Manhattan  Bank,  Citibank,  N.A.
and  NationsBank  of  Texas,  N.A.,  as
Syndication  Agents  and  Morgan  Guaranty
Trust  Company  of  New  York,  as  Internet  Agent

Re:          Compaq  Computer  Corporation  Revolving  Credit  Agreement

Ladies  and  Gentlemen:

     This  opinion  is  furnished  to  you  pursuant to Section 4.01(d) of the
$3,000,000,000 Revolving Credit Agreement, dated as of September 22, 1997 (the
"Credit  Agreement"),  among  Compaq Computer Corporation (the "Company"), the
Banks parties thereto, Bank of America National Trust and Savings Association,
as Administrative Agent and Internet Agent for such Banks, The Chase Manhattan
Bank,  Citibank,  N.A., and NationsBank of Texas, N.A., as syndication agents,
and  Morgan  Guaranty Trust Company of New York, as Internet Agent.  Except as
otherwise  defined  herein,  terms  defined  in  the Credit Agreement are used
herein  as  therein  defined.

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

     In  that  connection,  we  have  examined:

     (1)          The  Credit  Agreement;

     (2)          The  Notes  (together  with  the Credit Agreement, the "Loan
Documents");  and
<PAGE>
     (3)        Such other materials as we have deemed necessary to render the
opinions  provided  herein.

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

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

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

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

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

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

     (b)     In  rendering  the  opinions  set  forth herein, we have assumed,
with  your  permission  and  without  independent  verification  (i)  the  due
authorization,  execution and delivery of the Loan Documents by all parties to
such  Loan Documents (other than the Company) and that each such Loan Document
is  valid,  binding and enforceable against the parties thereto other than the
Company,  (ii) the legal capacity of natural persons, (iii) the genuineness of
all  signatures,  (iv)  the  authenticity  of all documents submitted to us as
originals,  and  (v)  the  conformity  to  original documents of all documents
submitted  to  us  as  copies.
<PAGE>
     (c)     In  rendering  the  opinions  set forth above, we have, with your
permission  and  without  independent verification, relied upon the opinion of
Linda  S. Auwers, Vice President and Assistant General Counsel of the Company,
dated  of  even  date herewith, with respect to the following matters: (i) the
due  incorporation, valid existence and good standing of the Company under the
laws  of  the  State  of  Delaware,  (ii)  the  Company's  corporate power and
authority  to  execute,  deliver  and  perform  the  Loan Documents, (iii) the
Company's  having  duly authorized, executed and delivered the Loan Documents,
and  (iv)  the  Company's  execution,  delivery  and  performance  of the Loan
Documents do not and will not violate or conflict with, result in a breach of,
or  constitute a default under (A) the certificate of incorporation or by-laws
of  the Company, (B) any material agreement to which the Company is a party or
by  which  the Company or any of its properties may be bound, or (C) any order
applicable  to  the  Company  of  any  federal  or  state  regulatory  body,
administrative  agency,  or  other  governmental  instrumentality  having
jurisdiction  over  the  Company  or  any  of  its  properties

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

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

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

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

(iii)       provisions  releasing,  exculpating  or exempting a party from, or
requiring  the indemnification of a party for, liability for its own action or
inaction,  to  the  extent  that the same are inconsistent with public policy.
<PAGE>
     (f)     In  rendering  our  enforceability  opinion  with  respect  to
provisions providing for the appointment of an agent for service of process on
behalf  of  the  Company,  we have assumed that such agent will provide timely
notice  to  the  Company  of  the  commencement  of  legal  proceedings.

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

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

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

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


     Very  truly  yours,



     /s/ VINSON  &  ELKINS  L.L.P.
     -----------------------------
     VINSON  &  ELKINS  L.L.P.

<PAGE>
                                                                     EXHIBIT E
                                                                     ---------

                                PROMISSORY NOTE

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

     FOR  VALUE  RECEIVED,  the  undersigned,  Compaq  Computer Corporation, a
Delaware  corporation (the "Company"), HEREBY PROMISES TO PAY  to the order of
__________________________________________________  (the  "Bank")  for  the
account  of  its applicable Lending Office (as defined in the Credit Agreement
referred to below) on the Revolving Termination Date (as defined in the Credit
Agreement)  the  principal  sum  of  __________________  U.S.  dollars  (U.S.
$__________)  or,  if  less,  the  aggregate  unpaid  principal  amount of the
[Revolving] Loans (as defined in the $3,000,000,000 Revolving Credit Agreement
dated  as  of  September  22, 1997, among the Company, the Bank, certain other
lenders  parties  thereto,  Bank  of  America  National  Trust  and  Savings
Association,  as  administrative  agent  and  as  Internet  agent,  The  Chase
Manhattan  Bank, Citibank, N.A. and NationsBank of Texas, N.A., as syndication
agents, and Morgan Guaranty Trust Company of New York, as Internet agent; such
Revolving Credit Agreement, as amended from time to time being herein referred
to  as  the "Credit Agreement") owing to the Bank outstanding on the Revolving
Termination  Date  (as  defined  in the Credit Agreement) [, together with the
principal  amount of any outstanding Swingline Loans (as defined in the Credit
Agreement)  made  by  the  Bank  as  Swingline  Bank (as defined in the Credit
Agreement)].

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

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

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

<PAGE>
                        LOANS AND PAYMENTS OF PRINCIPAL

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

<PAGE>

                                                                     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 $3,000,000,000 Revolving Credit
Agreement  dated  as  of  September  22,  1997  (as  the same may be extended,
renewed, amended or restated from time to time, the "Credit Agreement"), among
                                                     ----------------
COMPAQ  COMPUTER  CORPORATION (the "Company"), the financial institutions from
                                    -------
time  to  time party thereto (including the Assignor, the "Banks") and BANK OF
                                                           -----
AMERICA  NATIONAL  TRUST  AND SAVINGS ASSOCIATION, as administrative agent for
the  Banks  (in  such capacity, the "Agent").  Any terms defined in the Credit
                                     -----
Agreement and not defined in this Assignment and Acceptance are used herein as
defined  in  the  Credit  Agreement;

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

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

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

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

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

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

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

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

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

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

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

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

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

     Any interest, fees and other payments accrued to the Effective Date with
respect  to  the  Commitment  [and  the  related  Revolving  Loans] [, and the
Swingline  Commitment  [and  the Swingline Loans]] shall be for the account of
the  Assignor.  Any interest, fees and other payments accrued on and after the
Effective Date with respect to the Assigned Amount shall be for the account of
the  Assignee.  Each of the Assignor and the Assignee agrees that it will hold
in trust for the other party any interest, fees and other amounts which it may
receive  to  which  the  other  party  is  entitled  pursuant to the preceding
sentence  and  pay  to  the  other party any such amounts which it may receive
promptly  upon  receipt.
<PAGE>
     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.
<PAGE>
    [(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.
<PAGE>
     (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.
<PAGE>
     (f)     THE  ASSIGNOR AND THE ASSIGNEE EACH HEREBY KNOWINGLY, VOLUNTARILY
AND INTENTIONALLY WAIVE ANY RIGHTS THEY MAY HAVE TO A TRIAL BY JURY IN RESPECT
OF  ANY  LITIGATION  BASED  HEREON, OR ARISING OUT OF, UNDER, OR IN CONNECTION
WITH  THIS  ASSIGNMENT  AND  ACCEPTANCE,  THE  CREDIT  AGREEMENT,  ANY RELATED
DOCUMENTS  AND  AGREEMENTS  OR  ANY  COURSE  OF CONDUCT, COURSE OF DEALING, OR
STATEMENTS  (WHETHER  ORAL  OR  WRITTEN).

     [Other  provisions  to be added as may be negotiated between the Assignor
and  the Assignee, provided that such provisions are not inconsistent with the
Credit  Agreement.]
<PAGE>
     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.
<PAGE>
     IN  WITNESS  WHEREOF,  the  Assignor  and  the  Assignee have caused this
Assignment  and  Acceptance  to  be  executed  and  delivered  by  their  duly
authorized  officers  as  of  the  date  first  above  written.


                              [Name  of  Assignor]





                              By:

                              Title:

                              Address:



                              [Name  of  Assignee]



                              By:

                              Title:

                              Address:

<PAGE>

                                  SCHEDULE 1
                      NOTICE OF ASSIGNMENT AND ACCEPTANCE
                      -----------------------------------

                                                 Date: _______________________

Bank  of  American  National
   Trust  and  Savings  Association,  as  Agent
1850  Gateway  Blvd.
Concord,  CA  94520-3281
Attention:    Agency  Management  Services  #5596

Bank  of  American  National
   Trust  and  Savings  Association,  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 $3,000,000,000 Revolving Credit Agreement, dated as of
September  22, 1997 (as the same may be extended, renewed, amended or restated
from  time to time, the "Credit Agreement"), among Compaq Computer Corporation
                         ----------------
(the  "Company"),  the  financial institutions party thereto (the "Banks") and
       -------                                                     -----
Bank  of  America  National  Trust  and Savings Association, as administrative
agent  for  the  Banks  (in such capacity, the "Agent").  Terms defined in the
                                                -----
Credit  Agreement  are  used  herein  as  therein  defined.

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

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

ACKNOWLEDGED  AND  ASSIGNMENT
CONSENTED  TO:

COMPAQ  COMPUTER  CORPORATION



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



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

<PAGE>

</TABLE>
<TABLE>
<CAPTION>

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

                                                                   Amount of
Name of Bank                                                      Commitment            %
-------------------------------------------------------------  -----------------  -------------
<S>                                                            <C>                <C>
Bank of America National Trust and Savings Association            187,500,000.00     6.25000000
The Chase Manhattan Bank                                          187,500,000.00     6.25000000
Citibank, N.A.                                                    187,500,000.00     6.25000000
Nationsbank of Texas, N.A.                                        187,500,000.00     6.25000000

Morgan Guaranty Trust Company of New York                         150,000,000.00     5.00000000

Cariplo - Cassa di Risparmio Delle Provincie Lombarde S.p.A.       97,500,000.00     3.25000000
Deutsche Bank AG                                                   97,500,000.00     3.25000000
The First National Bank of Chicago                                 97,500,000.00     3.25000000
Fleet National Bank                                                97,500,000.00     3.25000000
Ing Bank N.V.                                                      97,500,000.00     3.25000000
Royal Bank of Canada                                               97,500,000.00     3.25000000

Banca Commerciale Italiana                                         55,500,000.00     1.85000000
Bank of Tokyo - Mitsubishi Trust Company                           55,500,000.00     1.85000000
Barclays Bank PLC                                                  55,500,000.00     1.85000000
The Fuji Bank, Limited                                             55,500,000.00     1.85000000
National Australia Bank Limited                                    55,500,000.00     1.85000000

Banca di Roma                                                      37,500,000.00     1.25000000
Banca Monte Dei Paschi di Siena, S.p.A.                            37,500,000.00     1.25000000
Banca Nazionale del Lavoro S.p.A.                                  37,500,000.00     1.25000000
Banca Popolare di Milano                                           37,500,000.00     1.25000000
Banco Central Hispano Americano, S.A.                              37,500,000.00     1.25000000
Bank of Montreal                                                   37,500,000.00     1.25000000
The Bank of New York                                               37,500,000.00     1.25000000
Bankboston, N.A.                                                   37,500,000.00     1.25000000
Banque Nationale de Paris                                          37,500,000.00     1.25000000
Bayerische Hypotheken - Und Wechsel - Bank                         37,500,000.00     1.25000000
Corestates Bank, N.A.                                              37,500,000.00     1.25000000
Credito Italiano                                                   37,500,000.00     1.25000000
The Dai-Ichi Kangyo Bank, Limited                                  37,500,000.00     1.25000000
Den Danske Bank Aktieselskab                                       37,500,000.00     1.25000000
Dresdner Bank AG                                                   37,500,000.00     1.25000000
The Industrial Bank of Japan, Limited                              37,500,000.00     1.25000000
Istituto Bancario San Paolo di Torino S.p.A.                       37,500,000.00     1.25000000
<PAGE>
Kredietbank N.V.                                                   37,500,000.00     1.25000000
Marine Midland Bank                                                37,500,000.00     1.25000000
Mellon Bank, N.A.                                                  37,500,000.00     1.25000000
National Westminster Bank plc                                      37,500,000.00     1.25000000
The Northern Trust Company                                         37,500,000.00     1.25000000
PNC Bank, National Association                                     37,500,000.00     1.25000000
The Sanwa Bank, Limited                                            37,500,000.00     1.25000000
Skandinaviska Enskilda Banken AB (Publ)                            37,500,000.00     1.25000000
Societe Generale Finance (Ireland) Limited                         37,500,000.00     1.25000000
Standard Chartered Bank                                            37,500,000.00     1.25000000
The Sumitomo Bank, Limited                                         37,500,000.00     1.25000000
The Sumitomo Trust & Banking Co., Ltd.                             37,500,000.00     1.25000000
Swiss Bank Corporation                                             37,500,000.00     1.25000000
Toronto Dominion (Texas), Inc.                                     37,500,000.00     1.25000000
Wells Fargo Bank, N.A.                                             37,500,000.00     1.25000000
Westdeutsche Landesbank Girozentrale                               37,500,000.00     1.25000000
                                                               =================  =============
TOTAL                                                          $3,000,000,000.00   100.00000000
</TABLE>
<PAGE>