<PAGE>
                                                                    EXHIBIT 10.1

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


                               U.S. $1,750,000,000

                       364-DAY REVOLVING CREDIT AGREEMENT

                         DATED AS OF SEPTEMBER 28, 2001

                                      AMONG

                          COMPAQ COMPUTER CORPORATION,

                                 CITIBANK, N.A.,

                          AS SOLE ADMINISTRATIVE AGENT,


                              BANK OF AMERICA, N.A.

                                       AND

                            THE CHASE MANHATTAN BANK,

                            AS CO-SYNDICATION AGENTS,


                               FLEET NATIONAL BANK

                                       AND

                         THE ROYAL BANK OF SCOTLAND PLC,

                           AS CO-DOCUMENTATION AGENTS,

                                       AND

                             THE BANKS PARTY HERETO

                                   ARRANGED BY

                            SALOMON SMITH BARNEY INC.

                     AS LEAD ARRANGER AND SOLE BOOK MANAGER


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


<PAGE>

                                TABLE OF CONTENTS

<Table>
<Caption>
                                                                                                      PAGE
                                                                                                      ----
<S>               <C>                                                                                 <C>
ARTICLE I         DEFINITIONS............................................................................1

         1.01     Certain Defined Terms..................................................................1
         1.02     Other Interpretive Provisions.........................................................13
         1.03     Accounting Principles.................................................................14

ARTICLE II        THE CREDITS...........................................................................14

         2.01     Amounts and Terms of Commitments......................................................14
         2.02     Notes.................................................................................15
         2.03     Procedure for Revolving Loan Borrowings...............................................15
         2.04     Conversion and Continuation Elections for Revolving Loan
                  Borrowings............................................................................16
         2.05     Procedure for Swingline Borrowing.....................................................17
         2.06     Increase and Extension of Commitments.................................................19
         2.07     Ratable Reduction or Termination of Commitment........................................20
         2.08     Non-Ratable Reduction or Termination of Commitments...................................20
         2.09     Optional and Mandatory Prepayments....................................................21
         2.10     Repayment.............................................................................22
         2.11     Interest..............................................................................22
         2.12     Fees..................................................................................23
         2.13     Computation of Fees and Interest......................................................23
         2.14     Interest Rate Determination and Protection............................................23
         2.15     Payments by the Company...............................................................25
         2.16     Payments by the Banks to the Agent....................................................25
         2.17     Sharing of Payments, Etc..............................................................26

ARTICLE III TAXES, YIELD PROTECTION AND ILLEGALITY......................................................26

         3.01     Taxes.................................................................................26
         3.02     Breakage Costs........................................................................27
         3.03     Increased Costs.......................................................................28
         3.04     Illegality............................................................................29
         3.05     Reserves on Offshore Loans............................................................29
         3.06     Replacement of Bank; Termination of Bank..............................................29
         3.07     Reallocation of Commitments in Event of Merger, Etc. .................................31
         3.08     Certificates of Banks.................................................................32
         3.09     Survival..............................................................................32

ARTICLE IV        CONDITIONS PRECEDENT..................................................................32

         4.01     Conditions of Initial Loans...........................................................32
         4.02     Conditions to All Borrowings..........................................................33
</Table>


                                       i
<PAGE>



<Table>
<S>               <C>                                                                                 <C>
ARTICLE V         REPRESENTATIONS AND WARRANTIES........................................................33

         5.01     Corporate Existence...................................................................34
         5.02     Corporate Power.......................................................................34
         5.03     Authorization and Approvals...........................................................34
         5.04     Enforceable Obligations...............................................................34
         5.05     Financial Statements..................................................................34
         5.06     Litigation............................................................................34
         5.07     Regulation U..........................................................................35
         5.08     Investment Company Act................................................................35
         5.09     ERISA.................................................................................35
         5.10     Holding Company.......................................................................35
         5.11     Environmental Condition...............................................................35
         5.12     No Material Adverse Change............................................................35

ARTICLE VI        AFFIRMATIVE COVENANTS.................................................................36

         6.01     Compliance with Laws, Etc.............................................................36
         6.02     Reporting Requirements................................................................36
         6.03     Use of Proceeds.......................................................................37
         6.04     Maintenance of Insurance..............................................................37
         6.05     Corporate Existence, Etc..............................................................37
         6.06     Visitation Rights.....................................................................37

ARTICLE VII NEGATIVE COVENANTS..........................................................................38

         7.01     Leverage Ratio........................................................................38
         7.02     Liens.................................................................................38

ARTICLE VIII EVENTS OF DEFAULT..........................................................................39

         8.01     Event of Default......................................................................39
         8.02     Remedies..............................................................................40
         8.03     Rights Not Exclusive..................................................................40

ARTICLE IX  THE AGENT...................................................................................41

         9.01     Appointment and Authorization.........................................................41
         9.02     Delegation of Duties..................................................................41
         9.03     Liability of Agent....................................................................41
         9.04     Reliance by Agent.....................................................................41
         9.05     Notice of Default.....................................................................42
         9.06     Credit Decision.......................................................................42
         9.07     Indemnification.......................................................................43
         9.08     Agent in Individual Capacity..........................................................43
         9.09     Successor Agent.......................................................................43
         9.10     Withholding Tax.......................................................................44
         9.11     Syndication Agents....................................................................45

ARTICLE X         MISCELLANEOUS.........................................................................45

         10.01    Amendments and Waivers................................................................45
         10.02    Notices...............................................................................46
         10.03    No Waiver: Cumulative Remedies........................................................47
</Table>


                                       ii
<PAGE>

<Table>
<S>               <C>                                                                                 <C>
         10.04    Costs and Expenses....................................................................47
         10.05    Indemnity.............................................................................47
         10.06    Payments Set Aside....................................................................47
         10.07    Binding Effect; Assignments; Participations...........................................48
         10.08    Set-off...............................................................................49
         10.09    Interest..............................................................................49
         10.10    Confidentiality.......................................................................50
         10.11    Preservation of Certain Matters.......................................................51
         10.12    Notification of Addresses, Lending Offices Etc........................................51
         10.13    Counterparts..........................................................................52
         10.14    Severability..........................................................................52
         10.15    Governing Law; Jurisdiction...........................................................52
         10.16    WAIVER OF JURY TRIAL..................................................................52
         10.17    ENTIRE AGREEMENT......................................................................53
</Table>


<Table>
<S>      <C>               <C>
ANNEX I                    Pricing Grid

SCHEDULES

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

EXHIBITS

         Exhibit A         Form of Notice of Borrowing
         Exhibit B         Form of Notice of Conversion/Continuation
         Exhibit C         Form of Compliance Certificate
         Exhibit D-1       Form of Opinion of Ms. Auwers
         Exhibit D-2       Form of Opinion of Ms. Fay
         Exhibit E         Form of Note
         Exhibit F         Form of Assignment and Acceptance
</Table>


                                      iii
<PAGE>


                       364-DAY REVOLVING CREDIT AGREEMENT

                         DATED AS OF SEPTEMBER 28, 2001

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


                                    ARTICLE I

                                   DEFINITIONS

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

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

         "Adjusted CD Rate" means, for any Interest Period for each Adjusted CD
Rate Revolving Loan comprising part of the same Borrowing or an Adjusted CD Rate
Swingline Loan, as the case may be, an interest rate per annum equal to the sum
of:

         (a) the rate per annum obtained by dividing (i) the rate of interest
determined by the Agent to be the average (rounded upward to the nearest whole
multiple of 1/100 of 1% per annum, if such average is not such a multiple) of
the consensus bid rate determined by each of the Reference Banks for the bid
rates per annum, at 10:00 a.m. (New York City 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 for
the purchase at face value of certificates of deposit of such Reference Bank 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 each Swingline Bank's 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, such Reference Bank shall notify the Agent
of a reasonably equivalent rate determined by it on the basis of another source
or sources selected by it), by (ii) a percentage equal to 100% minus the
Adjusted CD Rate Reserve Percentage for such Interest Period (the "Certificate
of Deposit Rate"), plus

         (b) the Assessment Rate for such Interest Period.

         The Adjusted CD Rate for the Interest Period for each Adjusted CD Rate
Revolving Loan or Adjusted CD Rate Swingline Loan comprising part of the same
Borrowing shall be determined by the Agent on the basis of applicable rates
furnished to and received by the Agent as set forth above on the first day of
such Interest Period, subject, however, to the provisions of Section 2.14.

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


                                       1
<PAGE>

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

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

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

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

         "Agent-Related Persons" means Citibank and any successor administrative
agent arising under Section 9.09, together with their respective Affiliates
(including, in the case of Citibank, 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 364-Day Revolving Credit Agreement.

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

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

         "Arranger" means Salomon Smith Barney Inc.

         "Assessment Rate" for any Interest Period for each Adjusted CD Rate
Revolving Loan or Adjusted CD Rate Swingline Loan comprising part of the same
Borrowing 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. Section 327.4)
for insuring time deposits at offices of such member in the United States; or,
in the event that the FDIC shall at any time


                                       2
<PAGE>

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

         "Assignment and Acceptance" means an assignment and acceptance
agreement substantially in the form of Exhibit F.

         "Attorney Costs" means and includes the reasonable fees and
disbursements of any law firm or other external counsel and the reasonable
allocated cost of internal counsel.

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

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

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

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

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

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

         "BofA" means Bank of America, N.A., 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)
Swingline Loans made to the Company on the same day by the Swingline Banks, 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
and (ii) if the applicable


                                       3
<PAGE>

Business Day relates to any Offshore Loan, any day which is a "Business Day"
described in clause (i) and which is also a day for trading by and between banks
in the London interbank Eurodollar market.

         "Certificate of Deposit Rate" has the meaning specified in the
definition of "Adjusted CD Rate."


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

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

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

         "Citibank" means Citibank, N.A., a national banking association.

         "Closing Date" means September 28, 2001.

         "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 Tangible Assets" means, as of any particular time,
the aggregate amount of assets (less applicable reserves and other properly
deductible items) after deducting therefrom: (a) all current liabilities, except
for current maturities of long-term debt and of obligations under capital
leases; and (b) all goodwill, trade names, trademarks, patents, unamortized debt
discount and expense and other like intangible assets, to the extent included in


                                       4
<PAGE>

said aggregate amount of assets, all as set forth on the most recent
consolidated balance sheet of the Company and its consolidated Subsidiaries and
computed in accordance with generally accepted accounting principles.

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

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

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

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

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

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

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


                                       5
<PAGE>

         "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. Section 9601(8) (1982).

         "Environmental Protection Statute" means any United States local, state
or federal, or any foreign, law, statute, regulation, order, consent decree or
other agreement or Requirement of Law pertaining to the protection or regulation
of the Environment, including those laws, statutes, regulations, orders,
decrees, agreements and other Requirements of Law relating to the disposal,
cleanup, production, storing, refining, handling, transferring, processing or
transporting of Hazardous Waste, Hazardous Substances or any pollutant or
contaminant, wherever located.

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

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

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

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

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

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

         "Final Maturity Date" means the first anniversary of the Revolving
Commitment Termination Date, as such Revolving Commitment Termination Date may
be extended pursuant to Section 2.06.

         "5-Year Credit Agreement" means that certain U.S. $3,000,000,000
Revolving Credit Agreement dated as of September 22, 1997, among the Company,
BofA as Administrative Agent and the lenders party thereto, and as amended by
the First Amendment to the 5-Year Credit


                                       6
<PAGE>

Agreement, under which such lenders have agreed to extend credit to the Company
on a five-year basis.

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

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

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

         "Hazardous Substance" has the meaning set forth in the Comprehensive
Environmental Response, Compensation and Liability Act at 42 U.S.C. Section
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. Section 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. Section 261.3).

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

         "Information" has the meaning specified in Section 10.10.

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

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


                                       7
<PAGE>

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 Banks at the time of the Borrowing of which such Loan is a part;
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
         Final Maturity Date.

         "IRS" means the United States Internal Revenue Service.

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

         "LIBOR Rate" means, for any Interest Period for each LIBOR Revolving
Loan or LIBOR Swingline Loan comprising part of the same Borrowing, an interest
rate per annum equal to the average (rounded upward to the nearest whole
multiple of 1/16 of 1% per annum, if such average is not such a multiple) of the
rates per annum at which dollar deposits in immediately available funds are
offered by each of the Reference Banks 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 of
each Swingline Bank, in the case of LIBOR Swingline Loans, to


                                       8
<PAGE>

be outstanding during such Interest Period and for a period equal to such
Interest Period. The LIBOR Rate for each Interest Period for each LIBOR
Revolving Loan or LIBOR Swingline Loan comprising part of the same Borrowing
shall be determined by the Agent on the basis of applicable rates furnished to
and received by the Agent as set forth above two Business Days before the first
day of such Interest Period, subject, however, to the provisions of Section
2.14.

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

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

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

         "Loan" means an extension of credit, in the form of (a) a Revolving
Loan by a Bank to the Company, which may be a Base Rate Revolving Loan, Adjusted
CD Rate Revolving Loan or LIBOR Revolving Loan (each, a "Type" of Revolving
Loan), or (b) a Swingline Loan by a 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, any Notes and all other
documents delivered to the Agent or any Bank in connection herewith.

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

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

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

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


                                       9
<PAGE>

         "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 any Swingline Bank, the Agent, or any Person required to be
indemnified, whether direct or indirect (including those acquired by
assignment), absolute or contingent, due or to become due, now existing or
hereafter arising.

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

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

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

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

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

         "Principal Property" means the land, improvements, buildings and
fixtures (including any leasehold interest therein) constituting the principal
corporate office, any manufacturing plant or any manufacturing or research or
engineering facility (whether now owned or hereafter acquired) which is owned or
leased by the Company or any Subsidiary and is located within the United


                                       10
<PAGE>

States of America unless the Board of Directors of the Company has determined in
good faith that such office, plant or facility is not of material importance to
the total business conducted by the Company and its Subsidiaries taken as a
whole.

         "Prior Credit Agreement" means the 364-Day Revolving Credit Agreement
dated as of September 29, 2000, among the Company, the financial institutions
party thereto and The Chase Manhattan Bank, as sole administrative agent.

         "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 Citibank, BofA, The Chase Manhattan Bank, Fleet
National Bank and The Royal Bank of Scotland plc.

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

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

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

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

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

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

                  (a) September 27, 2002, or if such date is not a Business Day,
         the Business Day immediately preceding such date, as such date may be
         extended pursuant to Section 2.06; and

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

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

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


                                       11
<PAGE>

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

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

         "Subordinated Debt" means any Debt of the Company (i) that expressly
provides that it is subordinated in right of payment to the Loans made by the
Banks hereunder and under the 5-Year Credit Agreement and (ii) under the terms
of which no payments of principal shall be payable (whether by scheduled
maturity, required prepayment, or otherwise, unless as a result of the
acceleration of such Debt, in accordance with the terms thereof) prior to the
Final Maturity 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. Notwithstanding the foregoing, for
purposes of Section 7.02, the definition of Subsidiary means any corporation of
which outstanding voting stock having the power to elect a majority of the board
of directors of such corporation is at the time owned, directly or indirectly,
by the Company or by one or more other Subsidiaries, or by the Company and one
or more other Subsidiaries. For the purposes of this definition, "voting stock"
means stock which ordinarily has voting power for the election of directors,
whether at all times or only so long as no senior class of stock has such voting
power by reason of any contingency.

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

         "Swingline Banks" means Citibank, BofA, The Chase Manhattan Bank, Fleet
National Bank and The Royal Bank of Scotland plc.

         "Swingline Borrowing" means Swingline Loans made to the Company on the
same day by the Swingline Banks, in each case pursuant to Article II..

         "Swingline Commitment", as to each Swingline Bank, has the meaning
specified in Section 2. 01(b).

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

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

                                       12
<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 or in
which it otherwise conducts business.

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

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

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

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

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

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

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

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

                  (d) Unless otherwise expressly provided herein, (i) references
to agreements (including this Agreement) and other contractual instruments shall
be deemed to include all subsequent amendments and other modifications thereto,
but only to the extent such amendments and other modifications are not
prohibited by the terms of any Loan Document, (ii) references to any statute or
regulation are to be construed as including all statutory and regulatory
provisions consolidating, amending, replacing, supplementing or interpreting the
statute or regulation and (iii)


                                       13
<PAGE>

references to IRS forms, SEC forms, FRB statistical releases or other forms,
reports or documents of any Governmental Authority are to be construed as
including all forms, reports or other documents that consolidate, amend or
replace the forms, reports or documents.

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

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

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

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


                                   ARTICLE II

                                   THE CREDITS

         2.01 Amounts and Terms of Commitments. (a) Each Bank severally agrees,
on the terms and conditions set forth herein, to make loans (each such loan a
"Revolving Loan") to the Company from time to time on any Business Day during
the period from the Closing Date to the Revolving Commitment Termination Date,
in an aggregate principal amount not to exceed at any time outstanding, together
with such Bank's Commitment Percentage of all Swingline Loans then outstanding,
the amount set forth opposite such Bank's name on Schedule 2.01 (as such
Schedule is deemed modified pursuant to this Article II or Article III or
Section 10.07) (as such amount may be increased or reduced pursuant to Section
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) Each Swingline Bank agrees, on the terms and conditions set forth
herein, to make a portion of the combined Commitments of all the Banks available
to the Company by making swingline loans (each such loan, a "Swingline Loan") to
the Company from time to time on any Business Day during the period from the
Closing Date to the Revolving Commitment Termination Date, in an aggregate
principal amount not to exceed at any time outstanding $25,000,000 (or
$125,000,000 in the aggregate for all the Swingline Banks) (as such amount may
be reduced pursuant to Section 2.07, 2.08, 2.09, 3.06 or 8.02, such Swingline
Bank's "Swingline Commitment"), notwithstanding the fact that such Swingline
Loans, when aggregated with such Swingline Bank's outstanding Revolving Loans,
may exceed such Swingline Bank's


                                       14
<PAGE>

Commitment; provided, however, that, after giving effect to any Borrowing of
Swingline 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 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. Any Bank may request that the Loans made by it be evidenced
by a note in substantially the form of Exhibit E ("Note") payable to the order
of that Bank. In such event, the Company shall execute and deliver to such Bank
a Note payable to its order. Each Bank may endorse on the schedules annexed to
its Note, 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 Note, and each Bank's
record shall be prima facie evidence of the matters reflected therein; provided,
however, that the failure of a Bank to make, or an error in making, a notation
thereon with respect to any Loan shall not limit or otherwise affect the
obligations of the Company hereunder or under any such Note to such Bank.

         2.03 Procedure for Revolving Loan Borrowings. (a) Each Borrowing of
Revolving Loans shall be made upon the Company's irrevocable written notice
delivered to the Agent as described in Section 10.02 in the form of a Notice of
Borrowing prior to 12:00 noon (New York City 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; and

                                    (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) or
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 12:00 noon (New York City 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 2:00 p.m. (New York City time) in the
case of a Borrowing comprised of Adjusted CD Rate Revolving Loans or LIBOR
Revolving Loans, and by 2:00 p.m.


                                       15
<PAGE>

(New York City time) in the case of a Borrowing comprised of Base Rate Revolving
Loans. The proceeds of all such Loans will then be made available to the Company
by the Agent by wire transfer of immediately available funds in accordance with
written instructions provided to the Agent by the Company, unless on the date of
the Borrowing all or any portion of the proceeds thereof shall then be required
to be applied to the repayment of any outstanding Swingline Loans pursuant to
Section 2.05(f), in which case such proceeds or portion thereof shall be applied
to the repayment of such Swingline Loans.

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

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

                           (i) elect, on any Business Day, in the case of Base
Rate Revolving Loans, or on or before the last day of the applicable Interest
Period, in the case of Adjusted CD Rate Revolving Loans or LIBOR Revolving
Loans, and in any case prior to the Final Maturity Date 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, with the same or different
Interest Periods, on or before the last day of the applicable Interest Period
and prior to the Final Maturity Date any Revolving Loans having Interest Periods
ending 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 Revolving 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 (including
those converted and/or renewed), 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 12:00 noon
(New York City time) at least (i) one Business Day in advance of the
Conversion/Continuation Date, if the Revolving Loans are to be converted into or
continued as Adjusted CD Rate Revolving Loans; (ii) three Business Days in
advance of the Conversion/Continuation Date, if the Revolving Loans are to be
converted into or continued as LIBOR Revolving Loans; and (iii) on the
Conversion/Continuation Date, if the Revolving Loans are to be converted into
Base Rate Revolving Loans, specifying:

                           (i) the Conversion/Continuation Date;


                                       16
<PAGE>

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

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

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

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

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

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

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

         2.05 Procedure for Swingline Borrowing. (a) Each Borrowing of Swingline
Loans 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
12:00 noon (New York City time) (i) one Business Day prior to the requested
Borrowing Date, in the case of a Borrowing comprised of Adjusted CD Rate
Swingline Loans, (ii) three Business Days prior to the requested Borrowing Date,
in the case of a Borrowing comprised of LIBOR Swingline Loans, and (iii) on the
requested Borrowing Date, in the case of a Borrowing comprised of a Base Rate
Swingline Loans, specifying: (i) the amount of such Borrowing, which shall be an
amount not less than the Minimum Tranche; (ii) the requested Borrowing Date,
which shall be a Business Day, and (iii) the duration of the Interest Period
applicable to such Borrowing, which shall not be more than 10 days. Upon receipt
of the Notice of Borrowing, the Agent will promptly provide the Swingline Banks
with a copy thereof.

                  (b) Unless each Swingline Bank has received notice prior to
12:00 noon (New York City time) on the relevant Borrowing Date from the Agent
(including at the request of any Bank) directing such Swingline Bank not to make
the Loan to be made by it as part of the requested Swingline Borrowing as a
result a failure to satisfy one or more conditions specified in


                                       17
<PAGE>

Article IV; then, subject to the terms and conditions hereof, such Swingline
Bank will, not later than 1:00 p.m. (New York City time) on the Borrowing Date
specified in such Notice of Borrowing, make the amount of its Swingline Loan to
be made by it as part of the requested Swingline Borrowing (which amount shall
be equal to its Swingline Commitment Percentage of such Swingline Borrowing)
available to the Company by wire transfer of immediately available funds in
accordance with written instructions provided to the Agent by the Company. Each
Swingline Bank agrees that, if it has received notice described in this Section
2.05(b), it will not make the Swingline Loan to be made by it as part of the
requested Swingline Borrowing to the Company.

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

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

                  (e) If (i) any Swingline Loan shall remain outstanding at
12:00 noon (New York City time) on the last day of the Interest Period
applicable to such Swingline 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 Loan shall
remain outstanding during the existence of a Default or Event of Default and the
Swingline Banks shall in their sole discretion notify the Agent that such
Swingline Banks desire that such Swingline Loan 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 such Swingline Banks (in the case of
the circumstances described in clause (ii) above) in an amount equal to the
aggregate amount of such Swingline Loan, 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 Banks 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 Banks in the applicable Swingline Loan in an amount equal to such
Bank's Commitment Percentage of the aggregate principal amount of such Swingline
Loan, 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 Loan.
A copy of each notice given by the Agent to the Banks pursuant to this Section
2.05(e) 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 any Swingline Bank, the
Company or any other Person for any reason whatsoever; (2) the occurrence


                                       18
<PAGE>

or continuance of a Default or an Event of Default; or (3) any other
circumstance, happening or event whatsoever, whether or not similar to any of
the foregoing.

         2.06 Increase and Extension of Commitments. (a) The Company shall have
the right, without the consent of the Banks but subject to the approval of the
Agent (which approval shall not be unreasonably withheld), to effectuate from
time to time an increase in the total Commitments under this Agreement by adding
to this Agreement one or more Persons that are Eligible Assignees (who shall,
upon completion of the requirements stated in this Section, constitute "Banks"
hereunder), or by allowing one or more Banks to increase their Commitments
hereunder, so that such added and increased Commitments shall equal the increase
in Commitments effectuated pursuant to this Section; provided that (i) no
increase in Commitments pursuant to this Section shall result in the total
Commitments exceeding $2,000,000,000 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 $250,000,000 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 12:00 noon (New York City time) (A)
five Business Days prior to the requested effective date of such increase in the
Commitments, if such date is a No Loan Date, or (B) ten Business Days prior to
the requested effective date of such increase in the Commitments, if such date
is not a No Loan Date:

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

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

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

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

Upon receipt of any notice referred to in clause (I) above, the Agent will
promptly notify each Bank thereof. Upon execution and delivery of such documents
and the payment of such fee, such new Eligible Assignee shall constitute a
"Bank" hereunder with a Commitment as specified


                                       19
<PAGE>

therein, or such Bank's Commitment shall increase as specified therein, as the
case may be. The Company agrees to pay to the Banks on demand any and all
amounts to the extent payable pursuant to Section 3.02 as a result of any such
prepayment of Loans occasioned by the foregoing increase in Commitments.

                  (b) Not less than 30 days nor more than 60 days before the
then-current Revolving Commitment Termination Date, the Company may, by written
request delivered to the Agent, request that the Revolving Commitment
Termination Date be extended for a period of 364 days from the then-current
Revolving Commitment Termination Date. The Agent shall notify the Banks of any
such request. Such extension shall only be effective upon the approval thereof
in writing by the Agent and all of the Banks (which approval may be given or
withheld in each such Person's sole discretion). If such approval is given, the
Agent will notify the Company and the Banks thereof, and this Agreement shall be
deemed to be amended to reflect such 364-day extension of the Revolving
Commitment Termination Date. Each request for an extension of the Revolving
Commitment 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 Commitment 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
in all material respects 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 Commitment. 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 $5,000,000 or any
multiple 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 combined Swingline Commitments of all the Swingline Banks 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 combined Swingline
Commitments 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 combined Swingline Commitments shall result in an
automatic corresponding reduction of the Swingline Commitments (ratably in
accordance with the respective Swingline Commitment Percentages of the Swingline
Banks) to the amount of the combined Commitments of all the Banks, as so
reduced, without any action on the part of the Swingline Banks.

         2.08 Non-Ratable Reduction or Termination of Commitments. The Company
shall have the right, without the consent of any Bank, but subject to the
approval of the Agent (which approval shall not be unreasonably withheld), to
reduce in part or to terminate in whole the Commitment of one or more Banks
non-ratably, provided that (i) the effective date of any such reduction or
termination of Commitments shall be a No Loan Date, (ii) after giving effect
thereto and to any prepayments of Swingline Loans made on the effective date
thereof, the then-outstanding principal amount of all Swingline Loans shall not
exceed the amount of the combined Swingline Commitments then in effect, as
adjusted pursuant to the penultimate sentence


                                       20
<PAGE>

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 and utilization
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 combined Swingline Commitments 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 combined Swingline Commitments shall result in an
automatic corresponding reduction of the Swingline Commitments (ratably in
accordance with the respective Swingline Commitment Percentages of the Swingline
Banks) to the amount of the combined Commitments of the Banks, as so reduced,
without any action on the part of the Swingline Banks. 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 12:00 noon (New York City 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 each 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 or Swingline Commitment Percentage of such prepayment, as
applicable. If such notice is given by the Company, the Company shall make such
prepayment and the payment amount specified in such notice shall be due and
payable on the date specified therein, together with accrued interest to each
such date on the amount of Offshore Loans prepaid.

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

                  (c) On the date of any increase in the total Commitments
pursuant to Section 2.06, the Company shall prepay all Revolving Loans
outstanding on such date, together with accrued interest thereon and amounts
payable pursuant to Section 3.02; provided, however, that,


                                       21
<PAGE>

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) Immediately upon the occurrence of a Change in Control of
the Company, (i) the outstanding principal amount of all Loans, together with
accrued interest, amounts payable pursuant to Section 3.02 and all other amounts
then outstanding hereunder, shall be immediately due and payable, whereupon such
amounts shall immediately be paid by the Company, and (ii) the obligation of
each Bank to make Loans, including the obligation of the Swingline Banks to make
Swingline Loans, shall be immediately terminated.

                  (e) Any mandatory prepayment under subsection (b), (c) or (d)
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. (a) The Company shall repay to the Agent for the
account of each Bank on the Final Maturity Date the aggregate principal amount
of all Revolving Loans of such Bank outstanding on such date. The Company shall
repay to the Agent for the account of each Swingline Bank the outstanding
principal amount of each Swingline Loan of such Swingline Bank on the last day
of the Interest Period applicable thereto.

                  (b) Each Bank shall maintain in accordance with its usual and
customary practice an account or accounts evidencing the indebtedness of the
Company to such Bank resulting from each Loan made by such Bank, including the
amounts of principal and interest payable and paid to such Bank from time to
time hereunder.

                  (c) The Agent shall maintain accounts in which it shall record
(i) the amount of each Loan made hereunder, the Type thereof and the Interest
Period applicable thereto, (ii) the amount of any principal or interest due and
payable or to become due and payable from the Company to each Bank hereunder and
(iii) the amount of any sum received by the Agent hereunder for the account of
the Banks and each Bank's share thereof.

                  (d) The entries made in the accounts maintained pursuant to
paragraph (b) or (c) of this Section shall be, in the absence of manifest error,
prima facie evidence of the existence and amounts of the obligations recorded
therein; provided that the failure of any Bank or the Agent to maintain such
accounts or any error therein shall not in any manner affect the obligation of
the Company to repay the Loans in accordance with the terms of this Agreement.

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


                                       22
<PAGE>

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

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

         2.12 Fees. (a) The Company agrees to pay to the Agent for the account
of each Bank a commitment fee on the actual daily amount by which such Bank's
Commitment exceeds the aggregate outstanding principal amount of such Bank's
Revolving Loans, from the Closing Date until the Revolving Commitment
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 Commitment Termination Date.

                  (b) For any day on which the aggregate principal amount of
outstanding Loans shall be greater than 50% of the combined Commitments
(including each day after the Revolving Commitment Termination Date), the
Company agrees to pay to the Agent for the account of each Bank a utilization
fee on the aggregate amount on such day of such Bank's outstanding Loans at a
rate per annum equal to the Utilization Fee Amount, payable in arrears on the
last Business Day of each calendar quarter, on the Revolving Commitment
Termination Date and on the Final Maturity Date.

                  (c) For each day following the Revolving Commitment
Termination Date, the Company agrees to pay to the Agent for the account of each
Bank a term-out fee on the aggregate amount on such day of such Bank's
outstanding Loans at a rate equal to 0.25% per annum, payable in arrears on the
last Business Day of each calendar quarter and on the Final Maturity Date.

                  (d) The Company shall pay to the Agent for its own account and
the account of the Arranger such additional fees as are set forth in the fee
letter dated August 24, 2001.

         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 agrees to furnish to the Agent timely information for the purpose of
determining each Adjusted CD Rate or LIBOR Rate, as applicable. If any one or
more of the Reference Banks shall not furnish such timely information to the
Agent for the purpose of determining any such interest rate, subject to


                                       23
<PAGE>

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

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

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

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

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

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

                  (d) With respect to any Offshore Loan or CD Loan, upon request
by the Company, the Agent shall provide to the Company the information furnished
by each Reference Bank 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 two or more Swingline Banks notify the Agent that the
applicable interest rate for any Interest Period for any Adjusted CD Rate
Swingline Loans or LIBOR Swingline Loans cannot be reasonably determined or will
not adequately reflect the cost to such Swingline Banks of making, funding or
maintaining such Loans, the Agent shall forthwith so


                                       24
<PAGE>

notify the Company, whereupon the obligations of the Swingline Banks 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 Banks, 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 2:00 p.m. (New York
City 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 its Swingline
Commitment Percentage share, in the case of Swingline Loans, of such payment in
like funds as received. Any payment received by the Agent later than the time
specified above shall be deemed to have been received on the following Business
Day, and any applicable interest or fee shall continue to accrue.

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

                  (c) Unless the Agent receives notice from the Company prior to
the date on which any payment is due to the Banks or the Swingline Banks, 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 Swingline Bank, as the case may be, on such due date an amount equal to
the amount then due such Bank or Swingline Bank. If and to the extent the
Company has not made such payment in full to the Agent, each Bank or 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
Swingline Commitment Percentage, in the case of a Swingline Borrowing, the Agent
may assume that each Bank, in the case of a Revolving Loan Borrowing, or
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


                                       25
<PAGE>

payment to the Agent shall constitute such Bank's Loan on the date of Borrowing
for all purposes of this Agreement. If such amount is not made available to the
Agent on the Business Day following the Borrowing Date, the Agent will notify
the Company of such failure to fund and, upon demand by the Agent, the Company
shall pay such amount to the Agent for the Agent's account, together with
interest thereon for each day elapsed since the date of such Borrowing, at a
rate per annum equal to the interest rate applicable at the time to the Loans
comprising such Borrowing.

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

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


                                   ARTICLE III

                     TAXES, YIELD PROTECTION AND ILLEGALITY

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

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


                                       26
<PAGE>

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

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

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

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

         3.02 Breakage Costs. If (a) any payment of principal of any CD Loan or
Offshore Loan is made by the Company prior to the last day of an Interest Period
relating to such Loan, or (b) the Company fails to borrow a Borrowing consisting
of a CD Loan or an Offshore Loan on the date for such Borrowing specified in the
Notice of Borrowing (except as permitted by and subject to the provisions of
Sections 2.14(c), (e) and (f) and 3.04), then upon demand by any Bank, the
Company shall pay to the Agent for the account of such Bank any amounts required
to compensate such Bank for any losses, costs or expenses which it may
reasonably incur as a result of such payment, including any loss (excluding loss
of anticipated profits), cost or expense incurred by reason of the liquidation
or reemployment of deposits or other funds acquired by such Bank to fund or
maintain such Borrowing, but not including any cost of termination or
liquidation of any hedge or related trading position (such as a rate swap, basis
swap, forward rate transaction, interest rate option, cap, collar or floor
transaction, swaption, or any other, similar transaction). For purposes of
calculating amounts payable by the Company to the Banks under this Section 3.02,
(i) each Offshore Loan made by a Bank (and each related reserve, special deposit
or similar


                                       27
<PAGE>

requirement) shall be conclusively deemed to have been funded at the LIBOR Rate
used in determining such Offshore Loan by a matching deposit or other borrowing
in the interbank eurodollar market for a comparable amount and for a comparable
period, whether or not such Offshore Loan is in fact so funded, and (ii) each CD
Loan made by a Bank (and each related reserve, special deposit or similar
requirement) shall be conclusively deemed to have been funded at the Certificate
of Deposit Rate used in determining the Adjusted CD Rate for such CD Loan by the
issuance of its certificate of deposit in a comparable amount and for a
comparable period, whether or not such CD Loan is in fact so funded.

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

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

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


                                       28
<PAGE>

unless such adoption, change, request or directive giving rise to increase in
capital is adopted or required retroactively and such Bank gives notice of
demand for compensation not later than 90 days from the date on which such
adoption, change, request or directive occurs.

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

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

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

         3.06 Replacement of Bank; Termination of Bank. In the event that any
Bank makes a demand for payment pursuant to Section 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


                                       29
<PAGE>

Affiliate Bank having the largest Commitment) in accordance with subsection (a)
of this Section 3.06 or terminate each such New Affiliate Bank (other than the
New Affiliate Bank having the largest Commitment) in accordance with subsection
(b) of this Section 3.06.

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

                  (b) In the event that the Company determines to terminate a
Bank's Commitment pursuant to this Section 3.06 which, in the case of a
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


                                       30
<PAGE>

such Bank and to the Agent, (y) the Company shall pay all amounts owed by the
Company to such Bank under this Agreement or under the Note payable to such Bank
(including principal of and interest on the Loans owed to such Bank, accrued and
unpaid commitment fees and utilization fees and amounts specified in such Bank's
notice (if any) delivered pursuant to Sections 3.01, 3.03 or 3.05 as the case
may be, with respect to the period prior to such termination) and (z) upon the
occurrence of the events set forth in clauses (x) and (y), such Bank shall cease
to be a "Bank" hereunder for all purposes (except for purposes of the provisions
of this Agreement which by their terms survive the termination of this
Agreement) and such Bank shall be relieved of its obligations hereunder.

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


                                       31
<PAGE>

Surviving Bank immediately following a merger or consolidation contemplated by
this Section 3.07, minus (b) the amount of the largest Commitment (immediately
prior to such merger or consolidation) of any Bank that was a party to such
merger or consolidation, excluding the Swingline Commitment in the event the
Swingline Bank is a Surviving Bank.

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

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


                                   ARTICLE IV

                              CONDITIONS PRECEDENT

         4.01 Conditions of Initial Loans. The obligation of each Bank to make
its initial Loan hereunder, including the obligation of each 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. This Agreement executed by each party
thereto;

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

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

                  (d) Legal Opinions. An opinion of Linda S. Auwers, Vice
President and Deputy General Counsel of the Company, dated the Closing Date and
addressed to the Agent and the Banks, substantially in the form of Exhibit D-1,
and an opinion of Maureen Fay, Senior Counsel - Worldwide Sales and Services of
the Company, dated the Closing Date and addressed to the Agent and the Banks,
substantially in the form of Exhibit D-2;


                                       32
<PAGE>

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

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

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

                           (iii) immediately prior to the effectiveness of this
Agreement, no principal, interest and fees are outstanding or are accrued and
due and payable, under the Prior Credit Agreement;

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

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

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

                  (b) Continuation of Representations and Warranties. The
representations and warranties in Article V (other than Section 5.12) shall be
true and correct in all material respects on and as of such Borrowing Date with
the same effect as if made on and as of such Borrowing Date (except to the
extent such representations and warranties expressly refer to an earlier date,
in which case they shall be true and correct in all material respects as of such
earlier date); and

                  (c) No Existing Default. No Default or Event of Default exists
or would result from such Borrowing.

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


                                    ARTICLE V

                         REPRESENTATIONS AND WARRANTIES

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


                                       33
<PAGE>

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

         5.02 Corporate Power. The execution, delivery and performance by the
Company of the Loan Documents and the consummation of the transactions
contemplated by such Loan Documents are within the Company's corporate powers,
have been duly authorized by all necessary corporate action, and do not
contravene (a) the Company's charter or bylaws, (b) any law or regulation
applicable to the Company, or (c) any material ("material" for the purposes of
this representation meaning creating a liability of $100,000,000 or more)
agreement binding on the Company or, to its knowledge, any other agreement
binding on the Company.

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

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

         5.05 Financial Statements. The audited consolidated balance sheet of
the Company and its Subsidiaries as of December 31, 2000, 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,
2000) and the unaudited consolidated balance sheet of the Company and its
Subsidiaries as of June 30, 2001 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, 2001), 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, 2000, or the Company's Forms 10-Q for the quarters ended
March 31 and June 30, 2001, 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


                                       34
<PAGE>

Company which purports to affect the legality, validity, binding effect or
enforceability of any of the Loan Documents.

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

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

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

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

         5.11 Environmental Condition. Except as disclosed in the Company's Form
10-K Report for the year ended December 31, 2000 or in the Company's Form 10-Q
Report for the quarter ended June 30, 2001, or as further disclosed by the
Company to the Banks and the Agent in writing, the aggregate contingent and
non-contingent liabilities of the Company and its Subsidiaries which are
presently known to any Responsible Officer and are reasonably expected to arise
in connection with (a) the requirements of Environmental Protection Statutes or
(b) any obligation or liability to any Person in connection with any
Environmental matters, including any release or threatened release of any
Hazardous Substance or Hazardous Waste, do not exceed 10% of the Consolidated
Tangible Net Worth of the Company (excluding such liabilities to the extent
covered by insurance if the insurer has confirmed that such insurance covers
such liabilities).

         5.12 No Material Adverse Change. Since December 31, 2000, 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.


                                       35
<PAGE>

                                   ARTICLE VI

                              AFFIRMATIVE COVENANTS

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

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

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

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

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

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

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

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

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


                                       36
<PAGE>

                  (g) such other information respecting the condition or
operations, financial or otherwise, of the Company and its Subsidiaries as any
Bank through the Agent may from time to time reasonably request.

Reports required to be delivered pursuant to subsections (a), (b) and (d) of
this Section 6.02 shall be deemed to have been delivered on the date on which
the Company posts such reports on the Company's website on the Internet at
www.compaq.com 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 subsection (a), (b) and (d) of this Section 6.02 to the Agent or
any Bank who requests the Company to deliver such paper copies until written
notice to cease delivering paper copies is given by the Agent or such Bank and
provided further, that in every instance the Company shall provide paper copies
of the Compliance Certificate required by subsections (a) and (b) to the Agent
and each Bank until such time as the Agent shall provide the Company written
notice otherwise.

         6.03 Use of Proceeds. Use the proceeds of the Loans for general
corporate purposes.

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

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

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


                                       37
<PAGE>

                                   ARTICLE VII

                               NEGATIVE COVENANTS

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

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

         7.02 Liens. (a) Issue, incur, create, assume or guarantee, or permit
any Subsidiary to issue, incur, create, assume or guarantee, any debt for
borrowed money (including all obligations evidenced by bonds, debentures, notes
or similar instruments) secured by a mortgage, security interest, pledge, lien,
charge or other encumbrance ("mortgage") upon any Principal Property or upon any
shares of stock or indebtedness of any Subsidiary that owns or leases a
Principal Property (whether such Principal Property, shares or indebtedness are
now existing or owed or hereafter created or acquired) without in any such case
effectively providing concurrently with the issuance, incurrence, creation,
assumption or guaranty of any such secured debt, or the grant of such mortgage,
that the Loans (together with, if the Company shall so determine, any other
indebtedness of or guarantee by the Company or such Subsidiary ranking equally
with the Loans) shall be secured equally and ratably with (or, at the option of
the Company, prior to) such secured debt. The foregoing restriction, however,
will not apply to: (i) mortgages on property, shares of stock or indebtedness or
other assets of any corporation existing at the time such corporation becomes a
Subsidiary, provided that such mortgages or liens are not incurred in
anticipation of such corporation's becoming a Subsidiary; (ii) mortgages on
property, shares of stock or indebtedness or other assets existing at the time
of acquisition thereof by the Company or a Subsidiary or mortgages thereon to
secure the payment of all or any part of the purchase price thereof, or
mortgages on property, shares of stock or indebtedness or other assets to secure
any debt incurred prior to, at the time of, or within 180 days after, the latest
of the acquisition thereof or, in the case of property, the completion of
construction, the completion of improvements or the commencement of substantial
commercial operation of such property for the purpose of financing all or any
part of the purchase price thereof, such construction or the making of such
improvements; (iii) mortgages to secure indebtedness owing to the Company or to
a Subsidiary; (iv) mortgages existing at the Closing Date; (v) mortgages on
property of a Person existing at the time such Person is merged into or
consolidated with the Company or a Subsidiary or at the time of a sale, lease or
other disposition of the properties of a Person as an entirety or substantially
as an entirety to the Company or a Subsidiary, provided that such mortgage was
not incurred in anticipation of such merger or consolidation or sale, lease or
other disposition; (vi) mortgages in favor of the United States of America or
any state, territory or possession thereof (or the District of Columbia), or any
department, agency, instrumentality or political subdivision of the United
States of America or any state, territory or possession thereof (or the District
of Columbia), to secure partial, progress, advance or other payments pursuant to
any contract or statute or to secure any indebtedness incurred for the purpose
of financing all or any part of the purchase price or the cost of constructing
or improving the property subject to such mortgages; or (vii) extensions,
renewals or replacements of any mortgage referred to in the foregoing clauses
(i), (ii) or (iv) through (vi); provided, however, that the principal amount of
indebtedness secured thereby shall not exceed the principal amount of
indebtedness so secured at the time of such extension, renewal or replacement.


                                       38
<PAGE>

Any mortgages permitted by any of the foregoing clauses (i) through (vii) shall
not extend to or cover any other Principal Property of the Company or any
Subsidiary or any shares of stock or indebtedness of any such Subsidiary,
subject to the foregoing limitations, other than the property, including
improvements thereto, stock or indebtedness specified in such clauses.

                  (b) Notwithstanding the restrictions in Section 7.02(a), the
Company or any Subsidiary may issue, incur, create, assume or guarantee debt
secured by a mortgage which would otherwise be subject to such restrictions,
without equally and ratably securing the Loans, provided that after giving
effect thereto, the aggregate amount of all debt so secured by mortgages (not
including mortgages permitted under clauses (i) through (vii) of Section
7.02(a)) does not exceed 10% of the Consolidated Net Tangible Assets of 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 of
any Loan when such principal is due and payable, (ii) any interest on any Loan
within five days after such interest becomes due and payable, or (iii) the
commitment fee or utilization fee set forth in Section 2.12 within 15 days after
such commitment fee or utilization fee becomes due and payable; or

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

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

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

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


                                       39
<PAGE>

effect on the date of such failure, event or condition, if any, if the effect of
such failure, event or condition is to cause any such Debt to be declared to be
due and payable prior to its stated maturity; or

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

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

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

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


                                       40
<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" or "administrative agent" in this Agreement with reference to the Agent
is not intended to connote any fiduciary or other implied (or express)
obligations arising under agency doctrine of any applicable law. Instead, such
term is used merely as a matter of market custom, and is intended to create or
reflect only an administrative relationship between independent contracting
parties.

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

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

         9.04 Reliance by Agent. (a) The Agent shall be entitled to rely, and
shall be fully protected in relying, upon any writing, resolution, notice,
consent, certificate, affidavit, letter, telegram, facsimile, telex or telephone
message, statement or other document or conversation believed by it to be
genuine and correct and to have been signed, sent or made by the proper Person
or Persons, and upon advice and statements of legal counsel (including counsel
to the Company), independent accountants and other experts selected by the
Agent. The Agent shall be fully justified in failing or refusing to take any
action under this Agreement or any other Loan


                                       41
<PAGE>

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.


                                       42
<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.

         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


                                       43
<PAGE>

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, Citibank may not be removed as the Agent at the request
of the Majority Banks unless Citibank shall also simultaneously be replaced as a
Swingline Bank hereunder pursuant to documentation in form and substance
reasonably satisfactory to Citibank.

         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 Section
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 copies of IRS Form W-8 BEN 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 W-8 ECI 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 W-8 BEN
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 W-8 BEN as no longer valid.

                  (c) If any Bank claiming exemption from United States
withholding tax by filing IRS Form W-8ECI 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
W-8 ECI as no longer valid.


                                       44
<PAGE>

                  (d) If any Bank is entitled to a reduction in the applicable
withholding tax, the Agent may withhold from any interest payment to such Bank
an amount equivalent to the applicable withholding tax after taking into account
such reduction. If the forms or other documentation required by subsection (a)
of this Section 9.10 are not delivered to the Agent, then the Agent may withhold
from any interest payment to such Bank not providing such forms or other
documentation an amount equivalent to the applicable withholding tax (without
taking into account such reduction).

                  (e) If the IRS or any other Governmental Authority of the
United States or other jurisdiction asserts a claim that the Agent did not
properly withhold tax from amounts paid to or for the account of any Bank
(because the appropriate form was not delivered, was not properly executed, or
because such Bank failed to notify the Agent of a change in circumstances which
rendered the exemption from, or reduction of, withholding tax ineffective, or
for any other reason) such Bank shall indemnify the Agent fully for all amounts
paid, directly or indirectly, by the Agent as tax or otherwise, including
penalties and interest, and including any taxes imposed by any jurisdiction on
the amounts payable to the Agent under this Section 9.10, together with all
costs and expenses (including Attorney Costs). The obligation of the Banks under
this subsection shall survive the payment of all Obligations and the resignation
or replacement of the Agent.

         9.11 Other Agents. No Bank identified on the facing page or signature
pages of this Agreement solely as a "syndication agent" or as a "documentation
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 the "syndication agent"
shall have or be deemed to have any fiduciary relationship with any Bank. Each
Bank acknowledges that it has not relied, and will not rely, on any of the Banks
so identified in deciding to enter into this Agreement or in taking or not
taking action hereunder.


                                    ARTICLE X

                                  MISCELLANEOUS

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

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

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


                                       45
<PAGE>

                  (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 Loans 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 Banks under this Agreement or any other Loan Document.

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

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

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


                                       46
<PAGE>

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

         10.04 Costs and Expenses. The Company shall:

                  (a) whether or not the transactions contemplated hereby are
consummated, pay for all reasonable costs and expenses (including reasonable
Attorney Costs) incurred by the Agent in connection with the preparation,
delivery, administration and execution of, and any amendment, supplement, waiver
or modification to (in each case, whether or not consummated), this Agreement,
any other Loan Document and any other documents prepared in connection herewith
or therewith, and the consummation of the transactions contemplated hereby and
thereby; and

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

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

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


                                       47
<PAGE>

(b) each Bank severally agrees to pay to the Agent upon demand its pro rata or
other applicable share of any amount so recovered from or repaid by the Agent.

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

                  (b) Each Bank may grant participations to one or more
commercial banks or other Persons, in each case in accordance with applicable
law, in or to all or any part of, the Loans owing to, or the Commitment of, such
Bank and the Note held by such Bank subject to Section 10.07(e), and to the
extent of any such participation (unless otherwise stated therein) the purchaser
of such participation shall, to the fullest extent permitted by law, have the
same rights to payment hereunder and under such Loan and Note as it would have
if it were such Bank hereunder, provided that (x) the originating Bank's
obligations under this Agreement, including, without limitation, its commitment
to make loans to the Company hereunder, shall remain unchanged, such Bank shall
remain solely responsible for the performance thereof, such Bank shall remain
the holder of any such Note for all purposes under this Agreement, and the
Company, the other Banks and the Agent shall continue to deal solely and
directly with such Bank in connection with such Bank's rights and obligations
under this Agreement; (y) no such participant shall be entitled to receive any
greater payment pursuant to Sections 3.01, 3.03 and 3.05 than such Bank would
have been entitled to receive with respect to the rights assigned except as a
result of circumstances arising after the date of such participation to the
extent that such circumstances affect other Banks and participants generally;
and (z) no Bank shall grant a participation that conveys to the participant the
right to vote or consent under this Agreement, other than the right to vote upon
or consent to (i) any increase in the amount of such Bank's Commitment; (ii) any
reduction of the principal amount of, or interest to be paid on, such Bank's
Loan or Note; (iii) any reduction of the commitment fee or utilization 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 $20,000,000, 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 a Swingline
Bank of all of its Commitment and Loans hereunder, the Swingline Commitment and
Swingline Loans of such Bank shall be included as part of the assignment
transaction. Each such assigning Bank and Eligible Assignee to which an


                                       48
<PAGE>

assignment has been made pursuant to this Section 10.07(c) shall execute and
deliver to the Agent an Assignment and Acceptance pursuant to which, in the case
of an Eligible Assignee to which such an assignment has been made which is not
already a Bank, such Eligible Assignee shall become a party to this Agreement,
provided that, in the case of each such assignment, (i) at such time Schedule
2.01 shall be deemed to be modified to reflect the Commitments of such assignee
Bank and of the existing Banks, (ii) the Company shall issue new Notes to such
assignee Bank and to the assigning Bank, if applicable, to reflect the revised
Commitments and (iii) the Agent shall receive at the time of such assignment,
from the assigning or assignee Bank, a non-refundable assignment fee of $4,000.
To the extent of any assignment pursuant to this Section 10.07(c), the assigning
Bank shall be relieved of its obligations hereunder with respect to its assigned
Commitment.

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

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

         10.08 Set-off. In addition to any rights and remedies of the Banks
provided by law, if an Event of Default exists or the Loans have been
accelerated, each Bank is authorized, to the fullest extent permitted by
applicable law, at any time and from time to time, without prior notice to the
Company, any such notice being waived by the Company to the fullest extent
permitted by law, to set off and apply any and all deposits (general or special,
time or demand, provisional or final) at any time held by, and other
indebtedness at any time owing by, such Bank to or for the credit or the account
of the Company against any and all Obligations owing to such Bank, now or
hereafter existing, irrespective of whether or not the Agent or such Bank shall
have made demand under this Agreement or any other 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


                                       49
<PAGE>

consideration that constitutes interest under law applicable to the Agent or
such Bank, as the case may be, may never include more than the maximum amount
allowed by such applicable law and excess interest, if any, to the Agent or such
Bank, as the case may be, provided for in this Agreement or otherwise shall be
cancelled automatically as of the date of such acceleration or prepayment and,
if theretofore paid, shall, at the option of the Agent or such Bank, as the case
may be, be credited by the Agent or such Bank, as the case may be, on the
principal amount of the obligations owed to the Agent or such Bank, as the case
may be, by the Company or refunded by the Agent or such Bank, as the case may
be, to the Company. To the extent that Article 5069-1.04 of the Texas Revised
Civil Statutes is relevant to any Bank for the purposes of determining the
Highest Lawful Rate, such Bank hereby elects to determine the applicable rate
ceiling under such Article by the indicated (weekly) rate ceiling from time to
time in effect, subject to such Bank's right to subsequently change such rate
ceiling in accordance with applicable law. Tex. Rev. Civ. Stat. Ann. art. 5069,
ch. 15 (which regulates certain revolving credit loan accounts and revolving
triparty accounts) shall not apply to this Agreement or the Notes.

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

         10.10 Confidentiality. (a) Each Bank and the Agent acknowledge that
certain confidential and proprietary information of the Company (the
"Information") is a valuable, special, and a unique asset of the Company. Each
Bank and the Agent agree that they will use the care specified below to keep all
Information in confidence, and will not use any Information except as provided
in this Section 10.10, or disclose any portion of the Information to any third
party without the prior written consent of the Company except as provided in
this Section 10.10. Each Bank and the Agent covenants 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


                                       50
<PAGE>

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 clause (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 the Agent),
such Bank or the Agent, as the case may be, shall (to the extent permitted by
applicable law) promptly notify the Company.

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

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

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

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


                                       51
<PAGE>

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

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

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

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

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


                                       52
<PAGE>

         10.17 ENTIRE AGREEMENT. THIS WRITTEN AGREEMENT AND THE OTHER 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.



                                       53
<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.


                                    COMPAQ COMPUTER CORPORATION

                                    By:  /s/ Ben K. Wells
                                         ---------------------------------------
                                         Name:  Ben K. Wells
                                         Title: Vice President and Treasurer


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

                                    By:  /s/ Marisa H. Mesrodian
                                         ---------------------------------------
                                         Name:  Marisa H. Mesrodian
                                         Title: Vice President


                                    BANK OF AMERICA, N.A.

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


                                    THE CHASE MANHATTAN BANK

                                    By:  /s/ Constance M. Coleman
                                         ---------------------------------------
                                         Name:  Constance M. Coleman
                                         Title: Vice President


                                    FLEET NATIONAL BANK

                                    By:  /s/ Debra E. DelVerchio
                                         ---------------------------------------
                                         Name:  Debra E. DelVerchio
                                         Title: Director


                                    THE ROYAL BANK OF SCOTLAND, PLC

                                    By:  /s/ Scott Barton
                                         ---------------------------------------
                                         Name:  Scott Barton
                                         Title: Sr. Vice President


<PAGE>


                                    ABN AMRO BANK N.V.

                                    By:  /s/ Maria Vickroy-Peralta
                                         ---------------------------------------
                                         Name:  Maria Vickroy-Peralta
                                         Title: Group Vice President

                                    By:  /s/ Xiaochuan Zhang
                                         ---------------------------------------
                                         Name:  Xiaochuan Zhang
                                         Title: Assistant Vice President


                                    THE BANK OF NOVA SCOTIA

                                    By:  /s/ M. D. Smith
                                         ---------------------------------------
                                         Name:  M. D. Smith
                                         Title: Agent


                                    BARCLAYS BANK PLC

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


                                    DANSKE BANK A/S

                                    By:  /s/ Michael K. Crawford
                                         ---------------------------------------
                                         Name:  Michael K. Crawford
                                         Title: Vice President

                                    By:  /s/ John A. O'Neill
                                         ---------------------------------------
                                         Name:  John A. O'Neill
                                         Title: Assistant General Manager


                                    DRESDNER BANK AG, NEW YORK AND GRAND CAYMAN
                                    BRANCHES

                                    By:  /s/ J. Michael Leffler
                                         ---------------------------------------
                                         Name:  J. Michael Leffler
                                         Title: Director

                                    By:  /s/ Stephen A. Kovach
                                         ---------------------------------------
                                         Name:  Stephen A. Kovach
                                         Title: Associate


<PAGE>

                                    BAYERISCHE HYPO-UND VEREINSBANK
                                    AG New York Branch

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

                                    By:  /s/ Tricia Grieve
                                         ---------------------------------------
                                         Name:  Tricia Grieve
                                         Title: Director


                                    ING (U.S.) CAPITAL LLC

                                    By:  /s/ William Soto
                                         ---------------------------------------
                                         Name:  William Soto
                                         Title: Vice President


                                    THE FUJI BANK, LIMITED

                                    By:  /s/ Jacques Azagury
                                         ---------------------------------------
                                         Name:  Jacques Azagury
                                         Title: Senior Vice President & Manager


                                    THE BANK OF NEW YORK

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


                                    BANK OF TOKYO MITSUBISHI TRUST COMPANY

                                    By:  /s/ Richard Van de Berghe
                                         ---------------------------------------
                                         Name:  Richard Van de Berghe
                                         Title:


<PAGE>


                                    BNP PARIBAS

                                    By:  /s/ Jeff Tebeaux
                                         ---------------------------------------
                                         Name:  Jeff Tebeaux
                                         Title: Associate

                                    By:  /s/ Henry F. Setina
                                         ---------------------------------------
                                         Name:  Henry F. Setina
                                         Title: Vice President

                                    INTESABCI, NEW YORK BRANCH

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

                                    By:  /s/ J. Michalisin
                                         ---------------------------------------
                                         Name:  J. Michalisin
                                         Title: First Vice President


                                    HSBC BANK USA

                                    By:  /s/ Paolo de Alessandrini
                                         ---------------------------------------
                                         Name:  Paolo de Alessandrini
                                         Title: Senior Banker


                                    SOCIETE GENERALE

                                    By:  /s/ Pouget Abadie
                                         ---------------------------------------
                                         Name:  Pouget Abadie
                                         Title: Vice President


                                    STANDARD CHARTERED BANK

                                    By:  /s/ Lalita Vadhri
                                         ---------------------------------------
                                         Name:  Lalita Vadhri
                                         Title: Vice President


                                    SUMITOMO MITSUI BANKING CORPORATION

                                    By:  /s/ Azar Shakeri
                                         ---------------------------------------
                                         Name:  Azar Shakeri
                                         Title: Vice President and Manager


<PAGE>

                                    BANK ONE, N.A.

                                    By:  /s/ William B. Winters
                                         ---------------------------------------
                                         Name:  William B. Winters
                                         Title: Director


                                    BANCA DI ROMA - CHICAGO BRANCH

                                    By:  /s/ Aurora Pensa
                                         ---------------------------------------
                                         Name:  Aurora Pensa
                                         Title: Vice President

                                    By:  /s/ Enrico Verdoscia
                                         ---------------------------------------
                                         Name:  Enrico Verdoscia
                                         Title: Sr. Vice President


                                    BANCA NAZIONALE DEL LAVORO S.p.A. NEW YORK
                                    BRANCH

                                    By:  /s/ Roberto Mancone
                                         ---------------------------------------
                                         Name:  Roberto mancone
                                         Title: Vice President

                                    By:  /s/ Leonardo Valentini
                                         ---------------------------------------
                                         Name:  Leonardo Valentini
                                         Title: First Vice President


                                    BANK OF CHINA - NEW YORK BRANCH

                                    By:  /s/ Zheng Bailin
                                         ---------------------------------------
                                         Name:  Zheng Bailin
                                         Title: General Manager


                                    MELLON BANK, N.A.

                                    By:  /s/ Alexander M. Gordon
                                         ---------------------------------------
                                         Name:  Alexander M. Gordon
                                         Title: Assistant Vice President


                                    ROYAL BANK OF CANADA

                                    By:  /s/ Stephanie Babich
                                         ---------------------------------------
                                         Name:  Stephanie Babich
                                         Title: Senior Manager


<PAGE>

                                    SKANDINAVISKA ENSKILDA BANKERO AB (PUBL)

                                    By:  /s/ Patrik Soderlund
                                         ---------------------------------------
                                         Name:  Patrik Soderlund
                                         Title: Client Executive


                                    THE GOVERNOR AND COMPANY OF THE BANK OF
                                    IRELAND

                                    By:  /s/ Fergus McDonald
                                         ---------------------------------------
                                         Name:  Fergus McDonald
                                         Title: Associate Director


                                    THE NORTHERN TRUST COMPANY

                                    By:  /s/ Nicole D. Boehim
                                         ---------------------------------------
                                         Name:  Nicole D. Boehim
                                         Title: Second Vice President


                                    WESTPAC BANKING CORPORATION

                                    By:  /s/ Lisa Porter
                                         ---------------------------------------
                                         Name:  Lisa Porter
                                         Title: Relationship Manager