EXHIBIT 10.21

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

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

                           REVOLVING CREDIT AGREEMENT
                                    (364-DAY)
                           DATED AS OF OCTOBER 2, 1998
                                      AMONG

                          COMPAQ COMPUTER CORPORATION,


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

                             THE BANKS PARTY HERETO

================================================================================
<PAGE>
<TABLE>
<CAPTION>
                                TABLE OF CONTENTS

                                                                            Page
                                                                            ----
<S>                                                                         <C>

ARTICLE I  DEFINITIONS                                                       1
1.01   Certain Defined Terms                                                 1
1.02   Other Interpretive Provisions                                        13
1.03   Accounting Principles                                                14
ARTICLE II  THE CREDITS                                                     14
2.01   Amounts and Terms of Commitments                                     14
2.02   Notes                                                                15
2.03   Procedure for Revolving Loan Borrowings                              15
2.04   Conversion and Continuation Elections for Revolving Loan Borrowings  16
2.05   Procedure for Swingline Borrowings                                   18
2.06   Increase and Extension of Commitments                                19
2.07   Ratable Reduction or Termination of Commitments                      21
2.08   Non-Ratable Reduction or Termination of Commitments                  21
2.09   Optional and Mandatory Prepayments                                   22
2.10   Repayment                                                            23
2.11   Interest                                                             23
2.12   Fees                                                                 23
2.13   Computation of Fees and Interest                                     24
2.14   Interest Rate Determination and Protection                           24
2.15   Payments by the Company                                              25
2.16   Payments by the Banks to the Agent                                   26
2.17   Sharing of Payments, Etc.                                            26

ARTICLE III  TAXES, YIELD PROTECTION AND ILLEGALITY                         27
3.01   Taxes                                                                27
3.02   Breakage Costs                                                       28
3.03   Increased Costs                                                      29
3.04   Illegality                                                           30
3.05   Reserves on Offshore Loans                                           30
3.06   Replacement of Bank; Termination of Bank                             30
3.07   Reallocation of Commitments in Event of Merger, Etc.                 32
3.08   Certificates of Banks                                                33
3.09   Survival                                                             33

ARTICLE IV  CONDITIONS PRECEDENT                                            33
4.01   Conditions of Initial Loans                                          33
4.02   Conditions to All Borrowings                                         34

<PAGE>
ARTICLE V  REPRESENTATIONS AND WARRANTIES                                   35
5.01   Corporate Existence                                                  35
5.02   Corporate Power                                                      35
5.03   Authorization and Approvals                                          35
5.04   Enforceable Obligations                                              35
5.05   Financial Statements                                                 36
5.06   Litigation                                                           36
5.07   Regulation U                                                         36
5.08   Investment Company Act                                               36
5.09   ERISA                                                                36
5.10   Holding Company                                                      36
5.11   Environmental Condition                                              37
5.12   No Material Adverse Change                                           37

ARTICLE VI  AFFIRMATIVE COVENANTS                                           37
6.01   Compliance with Laws Etc.                                            37
6.02   Reporting Requirements                                               37
6.03   Use of Proceeds                                                      39
6.04   Maintenance of Insurance                                             39
6.05   Corporate Existence Etc.                                             39
6.06   Visitation Rights                                                    39

ARTICLE VII  NEGATIVE COVENANTS                                             40
7.01   Leverage Ratio                                                       40
7.02   Liens                                                                40

ARTICLE VIII  EVENTS OF DEFAULT                                             40
8.01   Event of Default                                                     40
8.02   Remedies                                                             41
8.03   Rights Not Exclusive                                                 42

ARTICLE IX  THE AGENT                                                       42
9.01   Appointment and Authorization                                        42
9.02   Delegation of Duties                                                 42
9.03   Liability of Agent                                                   42
9.04   Reliance by Agent                                                    43
9.05   Notice of Default                                                    43
9.06   Credit Decision                                                      44
9.07   Indemnification                                                      44
9.08   Agent in Individual Capacity                                         45
9.09   Successor Agent                                                      45
9.10   Withholding Tax                                                      45
9.11   Co-Agents; Internet Agents                                           47

                                      ii
<PAGE>
ARTICLE X  MISCELLANEOUS                                                    47
10.01   Amendments and Waivers                                              47
10.02   Notices                                                             48
10.03   No Waiver: Cumulative Remedies                                      48
10.04   Costs and Expenses                                                  49
10.05   Indemnity                                                           49
10.06   Payments Set Aside                                                  49
10.07   Binding Effect; Assignments; Participations                         50
10.08   Set-off                                                             51
10.09   Interest                                                            52
10.10   Confidentiality                                                     53
10.11   Preservation of Certain Matters                                     54
10.12   Notification of Addresses, Lending Offices Etc.                     54
10.13   Counterparts                                                        54
10.14   Severability                                                        54
10.15   Governing Law; Jurisdiction                                         54
10.16   WAIVER OF JURY TRIAL                                                55
10.17   ENTIRE AGREEMENT                                                    55
</TABLE>

                                      iii
<PAGE>
<TABLE>
<CAPTION>
<S>             <C>
SCHEDULES
Schedule 2.01   Commitments
Schedule 10.02  Notice Addresses, Payment and Lending Offices

EXHIBITS

Exhibit A       Form of Notice of Borrowing
Exhibit B       Form of Notice of Conversion/Continuation
Exhibit C       Form of Compliance Certificate
Exhibit D-1     Form of Opinion of Vice President and Assistant General Counsel of the Company
Exhibit D-2     Form of Opinion of Senior Counsel of the Company
Exhibit E       Form of Note
Exhibit F       Form of Assignment and Acceptance
</TABLE>

                                      iv
<PAGE>


                           REVOLVING CREDIT AGREEMENT
                                    (364-DAY)

                           dated as of October 2, 1998

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

                                    ARTICLE I

                                   DEFINITIONS

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

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

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

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

          (b) the Assessment Rate for such Interest Period.

                                       1
<PAGE>
The Adjusted CD Rate for the Interest Period for each Adjusted CD Rate Revolving
Loan  comprising  part  of  the  same Borrowing or an Adjusted CD Rate Swingline
Loan,  as  the  case  may  be,  shall be determined by the Agent on the basis of
applicable  rates  furnished  to and received by the Agent as set forth above on
the  first  day  of  such Interest Period, subject however, to the provisions of
                                           ------- -------
Section  2.14.

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

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

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

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

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

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

     "Agent's  Payment  Office"  means the  address  for  payments  set forth on
      ------------------------                                               
Schedule 10.02 or such other address as the Agent may from time to time specify.
--------------

     "Agreement" means this Revolving Credit Agreement.
      ---------

     "Applicable  Fee  Amount"  means,  for any date,  0.060  percent per annum.
      -----------------------

     "Applicable  Margin" means, on any date and with respect to each CD Loan or
      ------------------
Offshore Loan outstanding on such date, 0.230 percent per annum; provided,  that
                                                                 --------
at any time as the aggregate  outstanding  principal  amount of Revolving Loans,
together with the aggregate  outstanding  principal amount of "Revolving  Loans"
under, and as that term is defined in, the 5-Year Credit Agreement,  exceeds 50%
of the  combined  Commitments  of all the  Banks,  together  with  the  combined
"Commitments"  of all the  lenders  under,  and as that term is defined  in, the
5-Year Credit  Agreement  (and any time after the  termination of commitments to
lend under  Section  8.02(a) or under Section  2.09(b),  or of the 5-Year Credit
Agreement,  as  applicable),  the  Applicable  Margin in respect of CD Loans and
Offshore Loans  hereunder  shall be increased by an additional  0.10 percent per
annum.

                                       2
<PAGE>
     "Arranger"  means  BancAmerica  Securities,  Inc., a Delaware  corporation.
      --------

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

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

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

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

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

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

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

                                       3
<PAGE>
     "Base Rate Revolving Loan" means a Revolving Loan that bears interest based
      ------------------------
on the Base Rate.

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

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

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

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

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

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

                                       4
<PAGE>
     "Closing Date" means the date on which all  conditions  precedent set forth
      ------------
in Section 4.01 are satisfied or waived by all Banks.

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

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

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

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

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

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

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

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

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

                                       5
<PAGE>
     "Default" means any event or circumstance which, with the giving of notice,
      -------
the lapse of time,  or both,  would (if not cured or otherwise  remedied  during
such time) constitute an Event of Default.

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

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

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

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

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

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

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

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

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

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

                                       6
<PAGE>
     "Federal  Funds Rate" means,  for any day, the rate set forth in the weekly
      -------------------
statistical  release  designated  as  H.15(519),  published  by  the  FRB on the
preceding Business Day opposite the caption "Federal Funds (Effective)";  or, if
any relevant day such rate is not so  published on any such  preceding  Business
Day,  the rate for such day will be the  arithmetic  mean as  determined  by the
Agent of the rates for the last transaction in overnight  Federal funds arranged
prior to 9:00 a.m.  (New York  City  time) on that day by each of three  leading
brokers of Federal funds transactions in New York City selected by the Agent.

     "5-Year Credit  Agreement" means that  U.S.$3,000,000,000  Revolving Credit
      ------------------------
Agreement  dated  as  of  September  22,  1997,  among  the  Company,   BofA  as
Administrative  Agent and the lenders party thereto, and as amended by the First
Amendment to the 5-Year Credit  Agreement,  under which such lenders have agreed
to extend credit to the Company on a five-year basis.

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

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

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

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

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

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

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

                                       7
<PAGE>
     "Insolvency Proceeding" means (a) any case, action or proceeding before any
      ---------------------
court or other Governmental  Authority  relating to bankruptcy,  reorganization,
insolvency,  liquidation,  receivership,  dissolution,  winding-up  or relief of
debtors,   or  (b)  any  general   assignment  for  the  benefit  of  creditors,
composition,  marshalling of assets for creditors, or other, similar arrangement
in  respect  of its  creditors  generally  or  any  substantial  portion  of its
creditors;  undertaken  under  Federal,  state or  foreign  law,  including  the
Bankruptcy Code.

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

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

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

          (ii) if any  Interest  Period  pertaining  to an  Offshore  Loan would
     otherwise end on a day that is not a Business  Day,  that  Interest  Period
     shall be extended to the  following  Business Day unless the result of such
     extension  would be to carry such  Interest  Period into  another  calendar
     month,  in which  event such  Interest  Period  shall end on the  preceding
     Business Day; and

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

                                       8
<PAGE>
     "IRS"  means  the  United  States  Internal  Revenue  Service.
      ---

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

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

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

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

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

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

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

                                       9
<PAGE>
     "Majority  Banks"  means at any time  Banks  holding  more  than 50% of the
      ---------------
combined  Commitments  of all the  Banks,  or,  if at  such  time  there  are no
Commitments hereunder,  Banks holding more than 50% of the then aggregate unpaid
principal amount of the Loans, including the Swingline Loans.

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

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

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

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

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

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

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

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

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

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

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

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

                                      10
<PAGE>
     "Person" means an individual,  partnership,  corporation, limited liability
      ------
company, business trust, joint stock company, trust, unincorporated association,
joint venture or Governmental Authority.

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

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

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

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

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

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

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

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

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

                                      11
<PAGE>
     "Revolving  Termination  Date"  means  the  earlier  to  occur  of:
      ----------------------------

          (a) October 1, 1999, as such date may be extended  pursuant to Section
     2.06; and

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

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

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

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

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

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

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

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

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

                                      12
<PAGE>
     "Swingline Commitment", as to the Swingline Bank, has the meaning specified
      --------------------
in Section 2.01(b).

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

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

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

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

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

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

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

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

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

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

                                      13
<PAGE>
          (e) The captions and headings of this Agreement are for convenience of
     reference only and shall not affect the interpretation of this Agreement.

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

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

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

                                   ARTICLE II

                                   THE CREDITS

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

                                      14
<PAGE>
          (b) The Swingline  Bank agrees,  on the terms and conditions set forth
     herein,  to make a portion  of the  combined  Commitments  of all the Banks
     available  to the  Company  by making  swingline  loans  (each  such loan a
     "Swingline  Loan") to the  Company  from time to time on any  Business  Day
      ---------------
     during the period from the Closing Date to the Revolving  Termination Date,
     in an  aggregate  principal  amount  not to exceed at any time  outstanding
     $50,000,000 (as such amount may be reduced pursuant to Sections 2.07, 2.08,
     2.09,  3.06  or  8.02,  the  Swingline  Bank's   "Swingline   Commitment"),
                                                       ----------------------
     notwithstanding  the fact that such Swingline  Loans,  when aggregated with
     the Swingline Bank's outstanding  Revolving Loans, may exceed the Swingline
     Bank's  Commitment;  provided,  however,  that,  after giving effect to any
                          --------   -------
     Borrowing  of a  Swingline  Loan,  the  aggregate  principal  amount of all
     outstanding  Revolving  Loans  and  Swingline  Loans  shall not at any time
     exceed the  combined  Commitments  of all the Banks.  Within the  foregoing
     limits,  and subject to the other terms and conditions  hereof, the Company
     may borrow under this Section  2.01(b),  prepay under  Section  2.09(a) and
     reborrow pursuant to this Section 2.01(b).

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

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

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

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

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

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

                                      15
<PAGE>
provided,  however,  that with respect to a Borrowing, if any, to be made on the
--------   -------
Closing  Date, the Notice of Borrowing shall be delivered to the Agent not later
than  11:00  a.m.  (Houston  time)  on  the Closing Date and such Borrowing will
consist  of  Base  Rate  Revolving  Loans  only.

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

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

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

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

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

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

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

                                      16
<PAGE>
          (b) The Company shall deliver a Notice of  Conversion/Continuation  to
     be received by the Agent not later than 11:00 a.m.  (Houston time) at least
     (i) one Business Day in advance of the Conversion/Continuation Date, if the
     Revolving  Loans are to be converted  into or continued as Adjusted CD Rate
     Revolving   Loans;   (ii)   three   Business   Days  in   advance   of  the
     Conversion/Continuation  Date, if the  Revolving  Loans are to be converted
     into  or   continued   as  LIBOR   Revolving   Loans;   and  (iii)  on  the
     Conversion/Continuation  Date, if the  Revolving  Loans are to be converted
     into Base Rate Revolving Loans, specifying:

                    (A) the proposed Conversion/Continuation Date;

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

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

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

          (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.

                                      17
<PAGE>
     2.05     Procedure  for  Swingline  Borrowings.  (a)  Each  Borrowing  of a
              -------------------------------------
Swingline  Loan  shall  be made upon the Company's irrevocable written notice to
the  Agent  as  described  in Section 10.02 in the form of a Notice of Borrowing
prior  to  11:00 a.m. (Houston time) (i) one Business Day prior to the requested
Borrowing  Date,  in  the case of an Adjusted CD Rate Swingline Loan, (ii) three
Business  Days  prior  to  the  requested Borrowing Date, in the case of a LIBOR
Swingline Loan, and (iii) on the requested Borrowing Date, in the case of a Base
Rate Swingline Loan, specifying:  (i) the amount of such Loan, which shall be an
amount  not  less  than  the Minimum Tranche; (ii) the requested Borrowing Date,
which  shall  be  a  Business  Day,  (iii)  the  duration of the Interest Period
applicable  to  such Loan, which shall not be more than 10 days, and (iv) if the
product  of  the  amount  of  such Loan and the number of days in the applicable
Interest Period equals or exceeds $15,000,000, the Type of Swingline Loan.  Upon
receipt  of  the  Notice  of  Borrowing,  the  Agent  will  promptly provide the
Swingline  Bank  with  a  copy  thereof.

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

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

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

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

                                      18
<PAGE>
          (f) If (i) any Swingline  Loan shall remain  outstanding at 11:00 a.m.
     (Houston  time) on the last day of the Interest  Period  applicable to such
     Loan and by such time on such day the Agent shall have received neither (A)
     a Notice of Borrowing  delivered  pursuant to Section 2.03  requesting that
     Revolving  Loans be made  pursuant  to  Section  2.01(a)  on such day in an
     amount at least equal to the principal  amount of such Swingline  Loan, nor
     (B) any  other  notice  indicating  the  Company's  intent  to  repay  such
     Swingline  Loan  with  funds  obtained  from  other  sources,  or (ii)  any
     Swingline Loans shall remain  outstanding during the existence of a Default
     or Event of Default  and the  Swingline  Bank shall in its sole  discretion
     notify the Agent that the Swingline Bank desires that such Swingline  Loans
     be converted into Revolving Loans;  then, the Agent shall be deemed to have
                                         ----
     received a Notice of  Borrowing  from the Company  pursuant to Section 2.03
     requesting  that Base Rate  Revolving  Loans be made  pursuant  to  Section
     2.01(a) on such day (in the case of the  circumstances  described in clause
     (i)  above) or on the first  Business  Day  subsequent  to the date of such
     notice from the Swingline Bank (in the case of the circumstances  described
     in clause (ii) above) in an amount  equal to the  aggregate  amount of such
     Swingline  Loans,  and the  procedures  set forth in  Sections  2.03(b) and
     2.03(c)  shall be  followed  in  making  such Base  Rate  Revolving  Loans;
     provided, that such Base Rate Revolving Loans shall be made notwithstanding
     --------
     the Company's  failure to comply with the  conditions  specified in Section
     4.02; and provided, further, that if a Borrowing of Revolving Loans becomes
               --------  -------
     legally  impracticable and if so required by the Swingline Bank at the time
     such  Revolving  Loans are  required to be made by the Banks in  accordance
     with  this  Section  2.05(f),  each  Bank  agrees  that in  lieu of  making
     Revolving   Loans  as  described   above,   such  Bank  shall   purchase  a
     participation from the Swingline Bank in the applicable  Swingline Loans in
     an amount  equal to such  Bank's  Commitment  Percentage  of the  aggregate
     principal  amount of such Swingline  Loans, and the procedures set forth in
     Sections  2.03(b) and 2.03(c)  shall be  followed  in  connection  with the
     purchases of such participations.  The proceeds of such Base Rate Revolving
     Loans shall be applied to repay such Swingline Loans. A copy of each notice
     given by the Agent to the  Banks  pursuant  to this  Section  2.05(f)  with
     respect   to  the  making  of   Revolving   Loans  or  the   purchases   of
     participations,  as the case may be,  shall be  promptly  delivered  by the
     Agent to the  Company.  Each  Bank's  obligation  in  accordance  with this
     Agreement to make the Revolving  Loans or purchase the  participations,  as
     contemplated by this Section 2.05(f),  shall be absolute and  unconditional
     and shall not be affected by any  circumstance,  including (1) any set-off,
     counterclaim,  recoupment,  defense or other right which such Bank may have
     against the Swingline  Bank, the Company or any other Person for any reason
     whatsoever;  (2) the  occurrence or continuance of a Default or an Event of
     Default;  or (3) any other  circumstance,  happening  or event  whatsoever,
     whether or not similar to any of the foregoing.

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

                                      19
<PAGE>
                    (1) a written notice of the Company's  intention to increase
               the total  Commitments  pursuant  to this  Section,  which  shall
               specify  each new  Eligible  Assignee,  if any,  the  changes  in
               amounts  of  Commitments   that  will  result,   and  such  other
               information as is reasonably requested by the Agent;

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

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

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

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

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

                                      20
<PAGE>
     2.07     Ratable Reduction or Termination of Commitments.  The Company may,
              -----------------------------------------------
upon not less than three Business Days' prior notice to the Agent, terminate all
the  Commitments,  or  permanently  reduce  all  the Commitments by an aggregate
minimum  amount  of $10,000,000 or any multiple of $1,000,000 in excess thereof;
unless,  after giving effect thereto and to any prepayments of Loans made on the
------
effective  date  thereof,  (i)  the  then-outstanding  principal  amount  of all
Revolving  Loans  and  Swingline  Loans  would exceed the amount of the combined
Commitments  of  all  the  Banks  then  in  effect, or (ii) the then-outstanding
principal amount of all Swingline Loans would exceed the amount of the Swingline
Commitment  then  in  effect,  as adjusted pursuant to the last sentence of this
Section 2.07.  Once reduced in accordance with this Section, the Commitments may
not  be  increased.  Any  such  reduction  of  the  Commitments shall be applied
ratably to each Bank's Commitment according to its Commitment Percentage.  At no
time  shall  the Swingline Commitment exceed the combined Commitments of all the
Banks,  and  any  reduction  of  the  Commitments  which  reduces  the  combined
Commitments  of  all  the  Banks  below the then-current amount of the Swingline
Commitment shall result in an automatic corresponding reduction of the Swingline
Commitment  to  the  amount  of the combined Commitments of all the Banks, as so
reduced,  without  any  action  on  the  part  of  the  Swingline  Bank.

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

                                      21
<PAGE>
2.09     Optional  and  Mandatory Prepayments.  (a) Subject to Section 3.02, the
         ------------------------------------
Company  may,  at  any  time  or  from time to time by irrevocable notice to the
Agent,  not later than 11:00 a.m. (Houston time) (i) one Business Day prior to a
prepayment of any CD Loan, (ii) three Business Days prior to a prepayment of any
Offshore  Loan,  or  (iii) on the Business Day of a prepayment of any Base Loan,
ratably  prepay  Loans  in whole or in part, in minimum amounts of $5,000,000 or
any  multiple  of $1,000,000 in excess thereof.  Such notice of prepayment shall
specify  the date and amount of such prepayment, whether the Loans to be prepaid
are  Revolving  Loans or Swingline Loans, the Type(s) of any Loans to be prepaid
and the specific Borrowing or Borrowings pursuant to which such Loans were made.
The  Agent  will  promptly  notify  each  Bank, in the case of the prepayment of
Revolving  Loans,  or  the  Swingline  Bank,  in  the  case of the prepayment of
Swingline  Loans,  of  its  receipt  of  any  such  notice,  and  of such Bank's
Commitment  Percentage  of  such  prepayment,  as applicable.  If such notice is
given  by  the  Company,  the Company shall make such prepayment and the payment
amount  specified  in such notice shall be due and payable on the date specified
therein,  together  with  accrued  interest  to  each such date on the amount of
Offshore  Loans  prepaid.

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

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

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

                                      22
<PAGE>
     2.10     Repayment.  The  Company  shall repay to the Agent for the account
              ---------
of each Bank on the Revolving Termination Date the aggregate principal amount of
all  Revolving  Loans  outstanding on such date.  The Company shall repay to the
Agent  for the account of the Swingline Bank the outstanding principal amount of
each  Swingline  Loan on the last day of the Interest Period applicable thereto.

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

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

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

     2.12     Fees.  The  Company  agrees to pay to the Agent for the account of
              ----
each  Bank  a  commitment  fee  on  the actual daily amount by which such Bank's
Commitment  exceeds  the  aggregate  outstanding principal amount of such Bank's
Revolving Loans, from the Closing Date until the Revolving Termination Date at a
rate  per  annum  equal  to the Applicable Fee Amount, payable in arrears on the
last  Business  Day  of  each  calendar  quarter  during the term of such Bank's
Commitment, and on the Revolving Termination Date.  The Company shall pay to the
Agent  for  its own account and the account of the Arranger such additional fees
as  are  set  forth  in  the  fee  letter  dated  September  30,  1998.

     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.

                                      23
<PAGE>
     2.14 Interest Rate  Determination  and Protection.  (a) Each Reference Bank
          --------------------------------------------
and the  Swingline  Bank, as  applicable,  agrees to furnish to the Agent timely
information  for the purpose of determining  each Adjusted CD Rate or LIBO Rate,
as applicable.  If any one or more of the Reference Banks shall not furnish such
timely information to the Agent for the purpose of determining any such interest
rate,  the  Agent  shall  determine  such  interest  rate on the basis of timely
information furnished by the remaining Reference Banks.

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

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

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

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

                                      24
<PAGE>
               (iii)  the  obligation  of  the  Banks  to  make,  or to  convert
          Revolving Loans into or continue  Revolving Loans as, Adjusted CD Rate
          Revolving Loans or LIBOR Revolving Loans, as the case may be, shall be
          suspended  until the Agent shall notify the Company and the Banks that
          the circumstances causing such suspension no longer exist.

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

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

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

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

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

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

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

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

                                      25
<PAGE>
     2.16     Payments by the Banks to the Agent.  (a) Unless the Agent receives
              ----------------------------------
notice  from  a  Bank  on  or  prior to the Closing Date or, with respect to any
Borrowing  after  the  Closing  Date,  at  least  one  Business Day prior to the
proposed  Borrowing  Date,  that  such  Bank will not make available as and when
required  hereunder  to  the  Agent for the account of the Company the amount of
that Bank's Commitment Percentage, in the case of a Revolving Loan Borrowing, or
the  Swingline  Loan,  in  the case of a Swingline Loan Borrowing, the Agent may
assume  that  each  Bank,  in  the  case  of  a Revolving Loan Borrowing, or the
Swingline  Bank,  in  the  case  of  a Swingline Borrowing, has made such amount
available  to the Agent in immediately available funds on the Borrowing Date and
the  Agent may (but shall not be so required), in reliance upon such assumption,
make  available  to  the Company on such date a corresponding amount.  If and to
the  extent  any Bank shall not have made its full amount available to the Agent
in  immediately  available  funds  and  the Agent in such circumstances has made
available  to  the  Company  such  amount,  that  Bank shall on the Business Day
following  such Borrowing Date make such amount available to the Agent, together
with  interest  at  the  Federal  Funds Rate for each day during such period.  A
notice  of  the  Agent submitted to any Bank with respect to amounts owing under
this  subsection (a) shall be conclusive, absent manifest error.  If such amount
is  so  made  available,  such payment to the Agent shall constitute such Bank's
Loan  on  the  date  of  Borrowing  for all purposes of this Agreement.  If such
amount  is  not  made  available  to the Agent on the Business Day following the
Borrowing  Date,  the Agent will notify the Company of such failure to fund and,
upon demand by the Agent, the Company shall pay such amount to the Agent for the
Agent's  account,  together with interest thereon for each day elapsed since the
date  of  such  Borrowing,  at  a  rate  per  annum  equal  to the interest rate
applicable  at the time to the Loans comprising such Borrowing, in the case of a
Revolving  Loan Borrowing, or at the applicable Swingline Rate, in the case of a
Swingline  Loan  Borrowing.

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

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

                                      26
<PAGE>
                                   ARTICLE III

                     TAXES, YIELD PROTECTION AND ILLEGALITY

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

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

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

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

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

                                      27
<PAGE>
          (f) Each  Bank  shall  use  reasonable  efforts  (consistent  with its
     internal  policies  and  legal  and  regulatory  restrictions)  to select a
     jurisdiction  for its  Lending  Office or change  the  jurisdiction  of its
     Lending  Office,  as the case may be, so as to avoid the  imposition of any
     Taxes or Other Taxes or to  eliminate  any such  additional  payment by the
     Company which may  thereafter  accrue;  provided that no such  selection or
                                             --------
     change shall be made if, in the sole judgment of such Bank,  such selection
     or change would be disadvantageous to such Bank.

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

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

                                      28
<PAGE>
          (b) If the Company so notifies  the Agent  within five  Business  Days
     after any Bank notifies the Company of any  increased  cost pursuant to the
     provisions  of Section  3.03(a),  the Company  shall  convert all Revolving
     Loans  of the  Type  affected  by such  increased  cost of all  Banks  then
     outstanding into Revolving Loans of another Type in accordance with Section
     2.04 and,  additionally,  reimburse  such Bank for such  increased  cost in
     accordance with Section 3.03(a).

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

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

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

                                      29
<PAGE>
     3.05  Reserves  on  Offshore  Loans.  If any Bank shall be  required  under
           -----------------------------
regulations  of the FRB to maintain  reserves  with  respect to  liabilities  or
assets  consisting  of or including  Eurocurrency  funds or deposits  (currently
known as  "Eurocurrency  liabilities"),  and if as a result  thereof there is an
increase  in the cost to such Bank of  agreeing  to make or  making,  funding or
maintaining  Offshore Loans, the Company shall from time to time, upon demand by
such Bank (with a copy of such  demand to the  Agent),  pay to the Agent for the
account of such Bank  additional  amounts,  as  additional  interest  hereunder,
sufficient to compensate  Bank for such increased  cost.  Increased  costs under
this Section 3.05 shall be payable by the Company on each Interest  Payment Date
on such  Offshore  Loans,  provided the Company  shall have received at least 15
days'  prior  written  notice  (with a copy  to the  Agent)  of such  additional
interest  from the Bank.  If a Bank  fails to give  notice 15 days  prior to the
relevant  Interest  Payment Date, such  additional  interest shall be payable 15
days  from  receipt  of such  notice.  No Bank  shall be  permitted  to  recover
additional interest incurred or accrued more than 90 days prior to the date such
notice is given to the Company,  unless any such reserve requirement giving rise
to additional  interest  hereunder is made or announced  retroactively  and such
Bank  gives  notice of demand for  compensation  not later than 90 days from the
date on which such requirement is in effect.

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

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

                                      30
<PAGE>
          (b) In the event that the  Company  determines  to  terminate a Bank's
     Commitment  pursuant  to  this  Section  3.06  which,  in the  case  of the
     Swingline Bank, includes the Swingline  Commitment,  the Company shall give
     notice to such Bank of the Company's election to terminate (a copy shall be
     sent to the Agent),  and such  termination  shall become  effective 15 days
     thereafter   unless  such  Bank   withdraws  its  request  for   additional
     compensation (with respect to a proposed termination based on a request for
     additional  compensation) or reinstates its funding of Offshore Loans (with
     respect  to a  proposed  termination  based on a  suspension  of funding of
     Offshore  Loans).  On the date of the  termination of the Commitment of any
     Bank pursuant to this Section 3.06(b), (x) the Company shall deliver notice
     of the effectiveness of such termination to such Bank and to the Agent, (y)
     the Company  shall pay all  amounts  owed by the Company to such Bank under
     this Agreement or under the Note payable to such Bank (including  principal
     of and interest on the Loans owed to such Bank, accrued commitment fees and
     amounts  specified  in such Bank's  notice (if any)  delivered  pursuant to
     Sections 3.01,  3.03 or 3.05 as the case maybe,  with respect to the period
     prior to such  termination)  and (z) upon the  occurrence of the events set
     forth  in  clauses  (x) and  (y),  such  Bank  shall  cease  to be a "Bank"
     hereunder for all purposes  (except for purposes of the  provisions of this
     Agreement  which by their terms survive the  termination of this Agreement)
     and such Bank shall be relieved of its obligations hereunder.

                                      31
<PAGE>
     3.07     Reallocation of Commitments in Event of Merger, Etc.  If after the
              ---------------------------------------------------
Closing  Date  any  Bank  merges  or consolidates with or into one or more other
Banks,  the  surviving  entity  of  such merger or consolidation (the "Surviving
                                                                       ---------
Bank")  shall  at  the request of the Company, if no Default or Event of Default
then  exists,  assign all or a portion of its Resulting Increased Commitment (as
defined below) to one or more entities selected by the Company that are Eligible
Assignees  (each an "Acquiring Entity"); provided that (i) each Acquiring Entity
                     ----------------
shall  unconditionally offer in writing (with a copy to the Agent) to purchase a
portion  of  the Surviving Bank's Resulting Increased Commitment and the portion
of the Revolving Loans owing to the Surviving Bank and the Note or Notes held by
the Surviving Bank allocable to the amount of the Resulting Increased Commitment
to  be  acquired;  (ii) the portion of the Resulting Increased Commitment of the
Surviving  Bank acquired by each Acquiring Entity shall be in integral multiples
of $1,000,000; (iii) the purchase price to be paid by the Acquiring Entity shall
be the outstanding principal amount of the Revolving Loans owed to the Surviving
Bank  on  the date of purchase (plus interest and fees accrued thereon) that are
allocable  to  the  amount of the Resulting Increased Commitment being acquired;
(iv)  each  Acquiring  Entity,  if it is not already a Bank, shall be reasonably
acceptable  to  the  Agent; and (v) if any of the Surviving Bank's Loans must be
prepaid prior to the last day of the Interest Period relating to such Loans, the
Company  shall  pay  amounts payable under Section 3.02 of this Agreement.  Each
assignment  hereunder  shall  be accomplished in accordance with, and subject to
the  terms  and conditions contained in, the third sentence of Section 10.07(c),
and  to  the extent of any such assignment, the Surviving Bank shall be relieved
of  its  obligations  hereunder with respect to its assigned Commitment.  To the
extent  that the Surviving Bank's Resulting Increased Commitment is not acquired
by  an  Acquiring  Entity,  the  Company  shall  have the right to terminate the
Surviving Bank's Resulting Increased Commitment by notice given to the Agent and
such  Bank  within  180  days  after  the  effective  date  of  such  merger  or
consolidation.  The  termination shall be effective 15 days thereafter, provided
                                                                        --------
that  on  the  date  of termination the Company shall have paid to the Surviving
Bank  all  amounts  owed  by  the Company to the Surviving Bank allocable to the
amount  of  the Surviving Bank's Resulting Increased Commitment being terminated
(including principal of the Revolving Loans owed to the Surviving Bank allocable
to  the  portion  of  the  Resulting  Increased Commitment being terminated plus
interest  and fees accrued on such portion).  The amounts owed by the Company to
the  Surviving Bank under this Agreement that are allocable to the amount of the
Resulting  Increased  Commitment  being  acquired or terminated pursuant to this
Section 3.07, shall be the product of (a) all amounts owed by the Company to the
Surviving  Bank  hereunder  on the date of acquisition or termination (including
the  outstanding  principal  amount of the Revolving Loans owed to the Surviving
Bank  and  interest  and  fees accrued thereon), and (b) a fraction having as it
numerator  the  amount  of  the Resulting Increased Commitment being acquired or
terminated  and  having  as  its  denominator  the total amount of the Surviving
Bank's Commitment without giving effect to such acquisition or termination.  For
the  purposes  of this Section 3.07, "Resulting Increased Commitment" shall mean
                                      ------------------------------
(a)  the total combined Commitment of the Surviving Bank immediately following a
merger  or consolidation contemplated by this Section 3.07, minus (b) the amount
of the largest Commitment (immediately prior to such merger or consolidation) of
any  Bank  that  was  a  party  to  such  merger or consolidation, excluding the
Swingline  Commitment  in  the  event  the  Swingline  Bank is a Surviving Bank.

                                      32
<PAGE>
     3.08 Certificates of Banks. Any Bank claiming reimbursement or compensation
          ---------------------
under this  Article  III shall,  as part of each  notice and demand for  payment
required  under this  Article  III,  deliver to the Company  (with a copy to the
Agent) a certificate  setting forth in reasonable detail the amount and basis of
the reimbursement or compensation payable to the Bank hereunder, certifying that
such Bank is generally  charging such  reimbursement  or  compensation  to other
similarly  situated   borrowers  under  similar  credit  facilities,   and  such
certificate  shall be  conclusive  and  binding on the Company in the absence of
manifest error;  provided that the determination of such amount shall be made in
-------- good faith in a manner  generally  consistent with such Bank's standard
practices.

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

                                   ARTICLE IV

                              CONDITIONS PRECEDENT

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

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

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

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

          (d) Legal Opinions.  An opinion of Linda S. Auwers, Vice President and
              --------------
     Assistant  General  Counsel of the Company,  addressed to the Agent and the
     Banks,  substantially  in the  form  of  Exhibit  D-1,  and an  opinion  of
                                              ------------
     Stephanie A. Lucie,  Senior Counsel to the Company,  addressed to the Agent
     and the Banks, substantially in the form of Exhibit D-2;
                                                 ------------

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

                                      33
<PAGE>
          (f)  Officer's  Certificate.  A  certificate  signed by a  Responsible
               ----------------------
     Officer of the Company, dated as of the Closing Date, stating that

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

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

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

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

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

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

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

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

                                    ARTICLE V

                         REPRESENTATIONS AND WARRANTIES

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

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

                                      34
<PAGE>
     5.02  Corporate  Power.  The  execution,  delivery and  performance  by the
           ----------------
Company  of  the  Loan  Documents  and  the  consummation  of  the  transactions
contemplated by such Loan Documents are within the Company's  corporate  powers,
have  been  duly  authorized  by  all  necessary  corporate  action,  and do not
contravene  (a) the  Company's  charter  or bylaws or (b) any law or  regulation
applicable to the Company,  or (c) any material  ("material" for the purposes of
this  representation  meaning  creating  a  liability  of  $50,000,000  or more)
agreement  binding on the Company,  or, to its  knowledge,  any other  agreement
binding on the Company.

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

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

     5.05 Financial  Statements.  The audited  consolidated balance sheet of the
          ---------------------
Company and its  Subsidiaries  as of December 31, 1997, 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, 1997) and
the unaudited  consolidated balance sheet of the Company and its Subsidiaries as
of June 30, 1998 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,  1998),  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, 1997, or the Company's  Forms 10-Q for the quarter ended
June 30, 1998, which were delivered to the Banks prior to the date hereof, or as
further  disclosed by the Company to the Banks and the Agent in writing prior to
the date  hereof,  there is no  pending  or, to the  knowledge  of the  Company,
threatened action or proceeding affecting the Company or any of its Subsidiaries
before  any  court,  governmental  agency  or  arbitrator,  in which  there is a
reasonable  likelihood of an adverse decision which could  materially  adversely
affect the consolidated financial condition or operations of the Company and its
Subsidiaries,  taken as a whole. There is no pending or, to the knowledge of the
Company, threatened action or proceeding affecting the Company which purports to
affect the legality,  validity,  binding effect or  enforceability of any of the
Loan Documents.

                                      35
<PAGE>
     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, 1997 or in the Company's  Form 10-Q
Report for the  quarter  ended June 30,  1998,  or as further  disclosed  by the
Company to the Banks and the Agent in  writing,  the  aggregate  contingent  and
non-contingent  liabilities  of the  Company  and  its  Subsidiaries  which  are
presently known to any Responsible  Officer and reasonably  expected to arise in
connection with (a) the requirements of Environmental Protection Statutes or (b)
any obligation or liability to any Person in connection  with any  Environmental
matters,  including any release or threatened release of any Hazardous Substance
or Hazardous Waste, do not exceed 10% of the Consolidated  Tangible Net Worth of
the Company  (excluding  such  liabilities to the extent covered by insurance if
the insurer has confirmed that such insurance covers such liabilities).

     5.12 No Material Adverse Change. Since December 31, 1997, there has been no
          --------------------------
material  adverse  change in the business,  consolidated  financial  position or
consolidated results of operation of the Company and its Subsidiaries taken as a
whole.

                                   ARTICLE VI

                              AFFIRMATIVE COVENANTS

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

                                      36
<PAGE>
     6.01 Compliance with Laws Etc. Comply and cause each of its Subsidiaries to
          ------------------------
comply in all material respects with all applicable laws, rules, regulations and
orders,  including  compliance with the requirements of ERISA and  Environmental
Protection  Statutes and the payment and  discharge  before  delinquency  of all
taxes,  assessments and governmental  charges or levies imposed upon the Company
or  any of  its  Subsidiaries  or any  property  of  the  Company  or any of its
Subsidiaries,  in each case to the extent  that the  failure  to comply,  pay or
discharge  would  have  a  material  adverse  effect  on  the  Company  and  its
Subsidiaries  taken  as a whole;  provided  that  neither  the  Company  nor any
                                  --------
Subsidiary  of the Company  shall be  required to pay any such tax,  assessment,
charge or levy or comply with any  requirement  which is being contested in good
faith and adequately reserved against to the extent required by GAAP.

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

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

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

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

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

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

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

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

                                      37
<PAGE>
Reports  required  to  be  delivered pursuant to subsections (a), (b) and (d) of
this  Section  6.02  shall be deemed to have been delivered on the date on which
the  Company  posts such reports on the Company's website on the Internet at the
website  address  listed  on  the  signature pages hereof or when such report is
posted  on  the  SEC's  website at www.sec.gov.; provided that the Company shall
                                                 --------
deliver  paper copies of the reports referred to in subsections (a), (b) and (d)
of  this  Section  6.02  to  the  Agent  or any Bank who requests the Company to
deliver  paper  copies  until written notice to cease delivering paper copies is
given  by  the  Agent or such Bank and provided, further, that in every instance
                                       --------  -------
the  Company  shall provide paper copies of the Compliance Certificates required
by  subsections  (a)  and  (b) and the notice required by subsection (d) of this
Section  6.02  to  the  Agent  and each of the Banks.  Except for the Compliance
Certificates  referred  to  in subsections (a) and (b) of this Section 6.02, the
Agent  shall have no obligation to request the delivery or to maintain copies of
the  reports  referred to in subsections (a), (b) or (d) of this Section 6.02 or
to  monitor  compliance  by  the Company with any such request for delivery, and
each  Bank  shall  be  solely  responsible  for  requesting  delivery  to  it or
maintaining  its  copies  of  such  reports.

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

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

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

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

                                      38
<PAGE>
                                   ARTICLE VII

                               NEGATIVE COVENANTS

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

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

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

                                  ARTICLE VIII

                                EVENTS OF DEFAULT

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

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

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

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

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

                                      39
<PAGE>
          (e) Cross-Default.  The Company or any Restricted Subsidiary (i) fails
              -------------
     to make any payment of  principal of or premium or interest on (A) any Debt
     outstanding under the 5-Year Credit Agreement,  or (B) any Debt (other than
     Debt  described  in  clause  (iv)  of the  definition  of  Debt)  which  is
     outstanding  in  the  principal  amount  of at  least  $100,000,000  in the
     aggregate  of the Company or such  Restricted  Subsidiary  (as the case may
     be),  when such  payment in respect of Debt  described in clause (A) or (B)
     becomes  due  and  payable   (whether  by  scheduled   maturity,   required
     prepayment, acceleration, demand, or otherwise), and such failure continues
     after the applicable grace or notice period,  if any, in effect on the date
     of such failure, event or condition in the agreement or instrument relating
     to any such Debt;  or (ii) fails to perform or observe any other  condition
     or covenant,  or any other event shall occur or condition exist,  under any
     agreement  or  instrument  relating  to any  such  Debt  (other  than  Debt
     described  in  clause  (iv) of the  definition  of Debt)  and such  failure
     continues after the applicable grace or notice period in effect on the date
     of such failure, event or condition, if any, if the effect of such failure,
     event or  condition  is to cause any such Debt to be declared to be due and
     payable prior to its stated maturity; or

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

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

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

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

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

                                      40
<PAGE>
     8.03 Rights Not  Exclusive.  The rights  provided for in this Agreement and
          ---------------------
the other Loan  Documents  are  cumulative  and are not  exclusive  of any other
rights, powers, privileges or remedies provided by law or in equity.

                                   ARTICLE IX

                                    THE AGENT

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

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

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

                                      41
<PAGE>
     9.04 Reliance by Agent.  (a) The Agent shall be entitled to rely, and shall
          -----------------
be fully protected in relying, upon any writing,  resolution,  notice,  consent,
certificate, affidavit, letter, telegram, facsimile, telex or telephone message,
statement  or other  document or  conversation  believed by it to be genuine and
correct and to have been signed,  sent or made by the proper  Person or Persons,
and upon  advice  and  statements  of legal  counsel  (including  counsel to the
Company),  independent  accountants and other experts selected by the Agent. The
Agent shall be fully  justified  in failing or refusing to take any action under
this  Agreement or any other Loan  Document  unless it shall first  receive such
advice or concurrence of the Majority Banks as it deems  appropriate  and, if it
so requests,  it shall first be  indemnified  to its  satisfaction  by the Banks
against any and all  liability and expense which may be incurred by it by reason
of taking or continuing to take any such action. The Agent shall in all cases be
fully protected in acting, or in refraining from acting, under this Agreement or
any other Loan Document in accordance  with a request or consent of the Majority
Banks or all of the Banks if required by Section  10.01 and such request and any
action taken or failure to act pursuant thereto shall be binding upon all of the
Banks.

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

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

                                      42
<PAGE>
     9.06 Credit Decision. Each Bank acknowledges that none of the Agent-Related
          ---------------
Persons  has made any  representation  or warranty to it, and that no act by the
Agent hereinafter taken,  including any review of the affairs of the Company and
its Subsidiaries,  shall be deemed to constitute any  representation or warranty
by any Agent-Related  Person to any Bank. Each Bank represents to the Agent that
it has,  independently  and without reliance upon any  Agent-Related  Person and
based on such documents and information as it has deemed  appropriate,  made its
own appraisal of and  investigation  into the business,  prospects,  operations,
property,  financial and other condition and creditworthiness of the Company and
its  Subsidiaries,  and all  applicable  bank  regulatory  laws  relating to the
transactions  contemplated  hereby, and made its own decision to enter into this
Agreement  and to  extend  credit  to the  Company  hereunder.  Each  Bank  also
represents  that  it  will,   independently   and  without   reliance  upon  any
Agent-Related  Person and based on such  documents and  information  as it shall
deem  appropriate  at the  time,  continue  to  make  its own  credit  analysis,
appraisals and decisions in taking or not taking action under this Agreement and
the other Loan Documents,  and to make such investigations as it deems necessary
to inform itself as to the business, prospects,  operations, property, financial
and other  condition and  creditworthiness  of the Company.  Except for notices,
reports and other  documents  expressly  herein  required to be furnished to the
Banks by the  Agent,  the  Agent  shall not have any duty or  responsibility  to
provide any Bank with any credit or other  information  concerning the business,
prospects,    operations,   property,   financial   and   other   condition   or
creditworthiness of the Company which may come into the possession of any of the
Agent-Related Persons.

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

                                      43
<PAGE>
     9.08  Agent in  Individual  Capacity.  The Bank  serving  as Agent  and its
           ------------------------------
Affiliates may make loans to, issue letters of credit for the account of, accept
deposits from,  acquire equity  interests in and generally engage in any kind of
banking,  trust,  financial  advisory,  underwriting  or other business with the
Company and its  Subsidiaries and Affiliates as though the Bank serving as Agent
were not the Agent hereunder and without notice to or consent of the Banks.  The
Banks acknowledge that,  pursuant to such activities,  the Bank serving as Agent
or  its  Affiliates  may  receive  information  regarding  the  Company  or  its
Affiliates  (including  information  that  may  be  subject  to  confidentiality
obligations in favor of the Company or such Subsidiary) and acknowledge that the
Agent shall be under no obligation  to provide such  information  to them.  With
respect to its Loans,  the Bank  serving as Agent shall have the same rights and
powers  under  this  Agreement  as any other Bank and may  exercise  the same as
though it were not the Agent,  and the terms "Bank" and "Banks" include the Bank
serving as Agent in its individual capacity.

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

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

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

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

                                      44
<PAGE>
               (iii) such other form or forms as may be required  under the Code
          or other laws of the United  States as a condition to exemption  from,
          or reduction of, United States withholding tax.

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

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

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

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

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

                                      45
<PAGE>
     9.11 Co-Agents;  Internet Agents.  No Bank identified on the facing page or
          ---------------------------
signature pages of this Agreement solely as a "co-agent," "syndication agent" or
"Internet   agent"  shall  have  any  right,   power,   obligation,   liability,
responsibility  or duty as such under this Agreement other than those applicable
to all  Banks.  Without  limiting  the  foregoing,  no Bank so  identified  as a
"co-agent,"  "syndication  agent" or "Internet agent" shall have or be deemed to
have any fiduciary  relationship  with any Bank. Each Bank  acknowledges that it
has not relied, and will not rely, on any of the Banks so identified in deciding
to enter into this Agreement or in taking or not taking action hereunder.

                                    ARTICLE X

                                  MISCELLANEOUS

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

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

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

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

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

          (e) amend this Section or any provision  herein  providing for consent
     or other action by all Banks,  unless such waiver,  amendment or consent is
     in writing and signed by all the Banks and acknowledged by the Agent;

and, provided further, that (i) no amendment, waiver or consent shall, unless in
     -------- -------
writing  and  signed  by  the Agent in addition to the Majority Banks or all the
Banks,  as  the case may be, affect the rights or duties of the Agent under this
Agreement  or  any other Loan Document, and (ii) no amendment, waiver or consent
shall,  unless  in  writing  and signed by the Swingline Bank in addition to the
Majority Banks or all the Banks, as the case may be, affect the rights or duties
of  the  Swingline  Bank  under  this  Agreement  or  any  other  Loan Document.

                                      46
<PAGE>
     10.02     Notices.  (a)  All  notices,  requests  and  other communications
               -------
shall be in writing (including, unless the context expressly otherwise provides,
by  telecopier  transmission, provided that any matter transmitted by telecopier
shall  be immediately preceded or confirmed by a telephone call to the recipient
at the number specified on Schedule 10.02), and mailed, telecopied or delivered,
                           --------------
to the address or telecopier number specified for notices on Schedule 10.02; or,
                                                             --------------
as  directed  to  the  Company  or  the Agent, to such other address as shall be
designated  by  such  party  in  a  written  notice to the other parties, and as
directed  to  any  other  party, at such other address as shall be designated by
such  party  in  a  written  notice  to  the  Company  and  the  Agent.

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

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

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

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

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

                                      47
<PAGE>
          (b) pay or reimburse the Agent and each Bank within five Business Days
     after  demand for all costs and  expenses  (including  reasonable  Attorney
     Costs)  incurred  by them in  connection  with the  enforcement,  attempted
     enforcement, or preservation of any rights or remedies under this Agreement
     or any other Loan  Document  during the existence of an Event of Default or
     after acceleration of the Loans (including in connection with any "workout"
     or  restructuring  regarding  the Loans,  and  including in any  Insolvency
     Proceeding or appellate proceeding).

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

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

     10.07 Binding  Effect;  Assignments;  Participa-tions.  (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).

                                      48
<PAGE>
          (b) Each Bank may grant participations to one or more commercial banks
     or other Persons,  in each case in accordance with applicable law, in or to
     all or any part of, the Loans owing to, or the Commitment of, such Bank and
     the Note held by such Bank subject to Section  10.07(e),  and to the extent
     of any such  participation  (unless otherwise stated therein) the purchaser
     of such  participation  shall, to the fullest extent permitted by law, have
     the same  rights to  payment  hereunder  and under such Loan and Note as it
     would  have  if  it  were  such  Bank  hereunder,  provided  that  (x)  the
                                                        --------
     originating  Bank's obligations under this Agree-ment,  including,  without
     limitation,  its commitment to make loans to the Company  hereunder,  shall
     remain  unchanged,  such  Bank  shall  remain  solely  responsible  for the
     performance thereof, such Bank shall remain the holder of any such Note for
     all purposes under this Agreement, and the Company, the other Banks and the
     Agent  shall  continue  to deal  solely  and  directly  with  such  Bank in
     connection  with such Bank's rights and  obligations  under this Agreement;
     (y) no such  participant  shall be entitled to receive any greater  payment
     pursuant  to  Sections  3.01,  3.03 and 3.05 than such Bank would have been
     entitled to receive with respect to the rights  assigned except as a result
     of circumstances arising after the date of such participation to the extent
     that such circumstances affect other Banks and participants generally;  and
     (z) no Bank shall grant a participation that conveys to the participant the
     right to vote or consent under this Agreement, other than the right to vote
     upon  or  consent  to  (i)  any  increase  in the  amount  of  such  Bank's
     Commitment;  (ii) any reduction of the principal  amount of, or interest to
     be paid on, such Bank's Loan or Note; (iii) any reduction of the commitment
     fee  payable  to such  Bank;  or (iv) any  postponement  of the due date in
     respect of any amounts owed to such Bank under any Loan Document.

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

                                      49
<PAGE>
          (d) In addition to the assignments and participations  permitted under
     Section  10.07(b)  and (c),  any Bank  may at any  time  create a  security
     interest  in, or  pledge,  all or any  portion  of its  rights  under  this
     Agreement and the Notes held by it in favor of any Federal  Reserve Bank in
     accordance  with Regulation A of the FRB, and such Federal Reserve Bank may
     enforce  such pledge or security  interest  in any manner  permitted  under
     applicable law.

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

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

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

                                      50
<PAGE>
          (b) In the event that at any time the interest rate  applicable to any
     Loan made by any Bank would  exceed the Highest  Lawful  Rate,  the rate of
     interest  to  accrue  on the Loans by such  Bank  shall be  limited  to the
     Highest Lawful Rate, but shall accrue,  to the extent  permitted by law, on
     the  principal  amount  of the  Loans  made by such  Bank from time to time
     outstanding,  if any, at the Highest  Lawful Rate allowed by applicable law
     until the total  amount of interest  accrued on the Loans made by such Bank
     equals the amount of  interest  which  would have  accrued if the  interest
     rates  applicable to the Loans pursuant to Article II had at all times been
     in effect.  In the event  that upon the final  payment of the Loans made by
     any Bank and  termination  of the Commitment of such Bank, the total amount
     of interest  paid to such Bank  hereunder  is less than the total amount of
     interest which would have accrued if the interest rates  applicable to such
     Loans  pursuant  to Article  II had at all times  been in effect,  then the
     Company  agrees to pay to such Bank,  to the extent  permitted  by law,  an
     amount  equal to the excess of (a) the lesser of (i) the amount of interest
     which would have  accrued on such Loans if the  Highest  Lawful Rate had at
     all times been  in-effect  or (ii) the amount of interest  which would have
     accrued if the interest rates  applicable to such Loans pursuant to Article
     II had at all  times  been in  effect  over  (b)  the  amount  of  interest
     otherwise accrued on such Loans in accordance with this Agreement.

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

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

                                      51
<PAGE>
          (c) If any Bank or the  Agent  is  confronted  with  legal  action  to
     disclose  Information  received  under this  Agreement or  otherwise  makes
     disclosures of confidential  information  under clauses (ii), (iii) or (iv)
     of Section  10.10(e)  (other than any disclosure to a regulatory  authority
     pursuant to an examination of the books, records or affairs of such Bank or
     Agent),  such Bank or the Agent,  as the case may be,  shall (to the extent
     permitted by applicable law) promptly notify the Company.

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

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

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

                                      52
<PAGE>
     10.12  Notification  of  Addresses,  Lending  Offices Etc.  Each Bank shall
            --------------------------------------------------
notify the Agent in writing of any  changes in the  address to which  notices to
the Bank should be  directed,  of addresses  of any Lending  Office,  of payment
instructions  in respect of all payments to be made to it hereunder  and of such
other administrative information as the Agent shall reasonably request.

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

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

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

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

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

                                      53
<PAGE>
     10.17 ENTIRE AGREEMENT.  THIS WRITTEN AGREEMENT AND THE LOAN DOCUMENTS,  AS
           ----------------
DEFINED IN THIS  AGREEMENT,  REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES AND
MAY NOT BE  CONTRADICTED  BY EVIDENCE OF PRIOR,  CONTEMPORANEOUS,  OR SUBSEQUENT
ORAL AGREEMENTS OF THE PARTIES.

     THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES.

     [REMAINDER OF THIS PAGE LEFT INTENTIONALLY BLANK]

                                      54
<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.

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



                                      By:_____________________
                                      Name:   Kevin M. McMahon
                                      Title:  Managing Director

                                      55
<PAGE>
                                      THE  CHASE  MANHATTAN  BANK,
                                      as  Syndication  Agent  and  as  a  Bank


                                      By:_____________________
                                      Name:
                                      Title:


                                      56
<PAGE>
                                      CITIBANK,  N.A.,
                                      as  Syndication  Agent  and  as  a  Bank



                                      By:_____________________
                                      Name:
                                      Title:


                                      57
<PAGE>
                                      NATIONSBANK  OF  TEXAS,  N.A.,
                                      as  Syndication  Agent  and  as  a  Bank



                                      By:_____________________
                                      Name:
                                      Title:


                                      58
<PAGE>
                                      CARIPLO-CASSA  DI  RISPARMIO
                                      DELLE  PROVINCIE  LOMBARDE  S.P.A.



                                      By:_____________________
                                      Name:
                                      Title:


                                      By:_____________________
                                      Name:
                                      Title:


                                      59
<PAGE>
                                      DEUTSCHE  BANK  AG,  NEW  YORK
                                      BRANCH  AND/OR  CAYMAN  ISLANDS
                                      BRANCH


                                      By:_____________________
                                      Name:
                                      Title:


                                      By:_____________________
                                      Name:
                                      Title:


                                      60
<PAGE>
                                      THE  FIRST  NATIONAL  BANK  OF  CHICAGO


                                      By:_____________________
                                      Name:
                                      Title:


                                      61
<PAGE>
                                      FLEET  NATIONAL  BANK


                                      By:_____________________
                                      Name:
                                      Title:


                                      62
<PAGE>
                                      ING  BANK  N.V.


                                      By:_____________________
                                      Name:
                                      Title:


                                      By:_____________________
                                      Name:
                                      Title:


                                      63
<PAGE>
                                      ROYAL  BANK  OF  CANADA

                                      By:_____________________
                                      Name:
                                      Title:


                                      64
<PAGE>
                                      BANCA  COMMERCIALE  ITALIANA,
                                      LOS  ANGELES  BRANCH


                                      By:_____________________
                                      Name:
                                      Title:


                                      By:_____________________
                                      Name:
                                      Title:


                                      65
<PAGE>
                                      BANK OF TOKYO-MITSUBISHI TRUST COMPANY


                                      By:_____________________
                                      Name:
                                      Title:


                                      66
<PAGE>
                                      BARCLAYS  BANK  PLC


                                      By:_____________________
                                      Name:
                                      Title:


                                      67
<PAGE>
                                      THE  FUJI  BANK,  LIMITED,
                                        NEW  YORK  BRANCH


                                      By:_____________________
                                      Name:
                                      Title:


                                      68
<PAGE>
                                      NATIONAL  AUSTRALIA  BANK  LIMITED


                                      By:_____________________
                                      Name:
                                      Title:


                                      69
<PAGE>
                                      ABN-AMRO  BANK  N.V.


                                      By:_____________________
                                      Name:
                                      Title:


                                      70
<PAGE>
                                      BANCA  DI  ROMA,  CHICAGO  BRANCH


                                      By:_____________________
                                      Name:
                                      Title:


                                      By:_____________________
                                      Name:
                                      Title:


                                      71
<PAGE>
                                      BANCA  MONTE  DEI  PASCHI  DI  SIENA,
                                        S.P.A.


                                      By:_____________________
                                      Name:
                                      Title:


                                      By:_____________________
                                      Name:
                                      Title:


                                      72
<PAGE>
                                      BANCA  NAZIONALE  DEL  LAVORO  S.P.A.,
                                        NEW  YORK  BRANCH


                                      By:_____________________
                                      Name:
                                      Title:


                                      By:_____________________
                                      Name:
                                      Title:


                                      73
<PAGE>
                                      BANCA  POPOLARE  DI  MILANO,
                                        NEW  YORK  BRANCH


                                      By:_____________________
                                      Name:
                                      Title:


                                      By:_____________________
                                      Name:
                                      Title:


                                      74
<PAGE>
                                      BANCO  CENTRAL  HISPANO  AMERICANO,
                                        S.A.,  NEW  YORK  BRANCH


                                      By:_____________________
                                      Name:
                                      Title:


                                      75
<PAGE>
                                      BANK  OF  IRELAND


                                      By:_____________________
                                      Name:
                                      Title:


                                      76
<PAGE>
                                      BANK  OF  MONTREAL


                                      By:_____________________
                                      Name:
                                      Title:


                                      77
<PAGE>
                                      THE  BANK  OF  NEW  YORK


                                      By:_____________________
                                      Name:
                                      Title:


                                      78
<PAGE>
                                      BANKBOSTON,  N.A.


                                      By:_____________________
                                      Name:
                                      Title:


                                      79
<PAGE>
                                      BANQUE  NATIONALE  DE  PARIS,  HOUSTON
                                        AGENCY


                                      By:_____________________
                                      Name:
                                      Title:


                                      80
<PAGE>
                                      BAYERISCHE  HYPO-UND  VEREINSBANK
                                      AKTIENGESELLSCHAFT,  NEW  YORK  BRANCH


                                      By:_____________________
                                      Name:
                                      Title:


                                      By:_____________________
                                      Name:
                                      Title:


                                      81
<PAGE>
                                      BAYERISCHE  LANDESBANK  GIROZENTRALE


                                      By:_____________________
                                      Name:
                                      Title:


                                      82
<PAGE>
                                      CREDITO  ITALIANO


                                      By:_____________________
                                      Name:
                                      Title:


                                      83
<PAGE>
                                      DEN  DANSKE  BANK  AKTIESELSKAB,  CAYMAN
                                        ISLANDS  BRANCH


                                      By:_____________________
                                      Name:
                                      Title:


                                      By:_____________________
                                      Name:
                                      Title:


                                      84
<PAGE>
                                      DRESDNER  BANK  AG,  NEW  YORK  BRANCH
                                        AND  GRAND  CAYMAN  BRANCH


                                      By:_____________________
                                      Name:
                                      Title:


                                      By:_____________________
                                      Name:
                                      Title:


                                      85
<PAGE>
                                      FIRST  UNION  NATIONAL  BANK


                                      By:_____________________
                                      Name:
                                      Title:


                                      86
<PAGE>
                                      ISTITUTO BANCARIO SAN PAOLO DI TORINO
                                        S.P.A.


                                      By:_____________________
                                      Name:
                                      Title:


                                      By:_____________________
                                      Name:
                                      Title:


                                      87
<PAGE>
                                      MARINE  MIDLAND  BANK


                                      By:_____________________
                                      Name:
                                      Title:


                                      88
<PAGE>
                                      MELLON  BANK,  N.A.


                                      By:_____________________
                                      Name:
                                      Title:


                                      89
<PAGE>
                                      NATIONAL  WESTMINSTER  BANK  PLC,
                                      NEW  YORK  BRANCH


                                      By:_____________________
                                      Name:
                                      Title:


                                      NATIONAL  WESTMINSTER  BANK  PLC,
                                      NASSAU  BRANCH


                                      By:_____________________
                                      Name:
                                      Title:


                                      90
<PAGE>
                                      THE  NORTHERN  TRUST  COMPANY


                                      By:_____________________
                                      Name:
                                      Title:


                                      91
<PAGE>
                                      PNC  BANK,  NATIONAL  ASSOCIATION


                                      By:_____________________
                                      Name:
                                      Title:


                                      92
<PAGE>
                                      THE  SANWA  BANK,  LIMITED,  acting
                                      through  its  New  York  Branch


                                      By:_____________________
                                      Name:
                                      Title:


                                      93
<PAGE>
                                      SKANDINAVISKA  ENSKILDA  BANKEN  AB
                                        (PUBL),  NEW  YORK  BRANCH


                                      By:_____________________
                                      Name:
                                      Title:


                                      By:_____________________
                                      Name:
                                      Title:


                                      94
<PAGE>
                                      SOCIETE  GENERALE  FINANCE  (IRELAND)
                                        LIMITED


                                      By:_____________________
                                      Name:
                                      Title:


                                      By:_____________________
                                      Name:
                                      Title:


                                      95
<PAGE>
                                      STANDARD  CHARTERED  BANK


                                      By:_____________________
                                      Name:
                                      Title:


                                      By:_____________________
                                      Name:
                                      Title:


                                      96
<PAGE>
                                      UBS  AG,  STAMFORD  BRANCH


                                      By:_____________________
                                      Name:
                                      Title:


                                      By:_____________________
                                      Name:
                                      Title:


                                      97
<PAGE>
                                      TORONTO  DOMINION  BANK  (TEXAS),  INC.


                                      By:_____________________
                                      Name:
                                      Title:


                                      98
<PAGE>
                                      WELLS  FARGO  BANK,  N.A.


                                      By:_____________________
                                      Name:
                                      Title:


                                      99
<PAGE>
                                      WESTDEUTSCHE  LANDESBANK  GIROZENTRALE,
                                      NEW  YORK  BRANCH


                                      By:_____________________
                                      Name:
                                      Title:


                                      By:_____________________
                                      Name:
                                      Title:


                                      100
<PAGE>
                                      WESTPAC  BANKING  CORPORATION


                                      By:_____________________
                                      Name:
                                      Title:


                                      101
<PAGE>
                                                                      EXHIBIT A
                                                                      ---------

                               NOTICE OF BORROWING

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

     This  Notice of Borrowing is delivered pursuant to Section [2.03] [2.05] of
the  $1,000,000,000  Revolving  Credit  Agreement,  dated  as of October 2, 1998
(together  with  all  amendments,  if  any,  from time to time made thereto, the
"Credit  Agreement"),  among Compaq Computer Corporation, a Delaware corporation
(the  "Company"),  certain  Banks  parties  thereto and Bank of America National
Trust  and  Savings Association, as administrative agent for such Banks.  Unless
otherwise  defined  herein  or the context otherwise requires, terms used herein
have  the  meanings  provided  in  the  Credit  Agreement.

     The  Company  hereby  irrevocably  requests  a  Borrowing  under the Credit
Agreement,  and in that connection sets forth below the information  relating to
such  Borrowing  (the  "Proposed  Borrowing")  as required by Section  [2.03(a)]
[2.05(a)] of the Credit Agreement:

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

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

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

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

_________________________________

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

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

                                      A-1
<PAGE>

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

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

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

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

                                      Very  truly  yours,

                                      COMPAQ  COMPUTER  CORPORATION


                                      By:
                                      Name:
                                      Title:


                                      A-2
<PAGE>
                                                                       EXHIBIT B
                                                                       ---------

                         CONVERSION/CONTINUATION NOTICE

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

Ladies  and  Gentlemen:

     This  Conversion/Continuation  Notice is delivered pursuant to Section 2.04
of  the  $1,000,000,000  Revolving Credit Agreement, dated as of October 2, 1998
(together  with  all  amendments,  if  any,  from time to time made thereto, the
"Credit  Agreement"),  among Compaq Computer Corporation, a Delaware corporation
(the  "Company"),  certain  Banks  parties  thereto and Bank of America National
Trust  and  Savings Association, as administrative agent for such Banks.  Unless
otherwise  defined  herein  or the context otherwise requires, terms used herein
have  the  meanings  provided  in  the  Credit  Agreement.
The  Company  hereby  requests  that  on  _________  ____,  199__,

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

               (2)  all  presently  being   maintained  as  *[Adjusted  CD  Rate
          Revolving Loans] [Base Rate Revolving Loans] [LIBOR Revolving Loans],

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

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

____________________________

     *Select appropriate interest rate option.

     **Select appropriate interest rate option.

                                      B-1
<PAGE>
     The  Company  has caused this Conversion/Continuation Notice to be executed
and  delivered  this  _____  day  of  _____________,  199__.

                                      COMPAQ  COMPUTER  CORPORATION


                                      By:
                                      Name:
                                      Title:


                                      B-2
<PAGE>
                                                                       EXHIBIT C
                                                                       ---------

                             COMPLIANCE CERTIFICATE

     This  Compliance  Certificate  is delivered pursuant to Section 6.02 of the
$1,000,000,000  Revolving Credit Agreement dated as of October 2, 1998 (together
with  all  amendments,  if  any,  from  time  to  time made thereto, the "Credit
Agreement")  among  Compaq  Computer  Corporation,  a  Delaware corporation (the
"Company"), certain Banks parties thereto and Bank of America National Trust and
Savings  Association,  as administrative agent for such Banks.  Unless otherwise
defined  herein  or  the  context otherwise requires, terms used herein have the
meanings  provided  in  the  Credit  Agreement.

The  undersigned  certifies,  represents  and  warrants  as  follows:

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

                    [Insert calculation in reasonable detail]

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

                                      COMPAQ  COMPUTER  CORPORATION


                                      By:
                                      Name:
                                      Title:


                                      C-1
<PAGE>
                                                                     EXHIBIT D-1
                                                                     -----------

                                     [Date]

To  each  of  the  Banks  parties  to  the
$1,000,000,000  Revolving  Credit  Agreement
dated  as  of  October  2,  1998  among
Compaq  Computer  Corporation,  such  Banks,
Bank  of  America  National  Trust  and  Savings
Association,  as  administrative  agent  and  as  Internet  agent,
The  Chase  Manhattan  Bank,  Citibank,  N.A.  and
NationsBank  of  Texas,  N.A.,  as  syndication  agents

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

Ladies  and  Gentlemen:

     As  Vice  President  and  Assistant  General  Counsel  of  Compaq  Computer
Corporation,  a  Delaware  corporation  (the  "Company"), I am familiar with the
$1,000,000,000  Revolving  Credit  Agreement  dated  as  of October 2, 1998 (the
"Credit  Agreement")  among the Company, the Banks listed on the signature pages
thereof,  Bank  of  America  National  Trust  and  Savings  Association,  as
administrative  agent  for  such  Banks (the "Agent") and as Internet agent, The
Chase  Manhattan  Bank,  Citibank,  N.A.  and  NationsBank  of  Texas,  N.A., as
syndication  agents.  In  such capacity, I am also familiar with the Certificate
of  Incorporation  and  Bylaws  of  the Company and the corporate records of the
Company.  This  opinion is being furnished to you pursuant to Section 4.01(d) of
the  Credit  Agreement.  Terms used herein but not defined herein shall have the
same  meaning  ascribed  to  such  terms  in  the  Credit  Agreement.

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

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

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

                                      D-1-1
<PAGE>
     2. The  execution,  delivery  and  performance  by the Company- of the Loan
Documents are within the Company's  corporate powers,  have been duly authorized
by all  necessary  corporate  action  on the  part  of the  Company,  and do not
contravene,  or  constitute a default  under,  (a) the Restated  Certificate  of
Incorporation  or  Bylaws  of  the  Company,  (b)  any  contractual  restriction
contained  in any  material  (meaning  for the  purposes of this  opinion  those
creating a monetary liabi-lity of $50,000,000 or more) indenture, loan or credit
agree-ment,  receivables sale or financing agreement, lease financing agreement,
capital lease,  mortgage,  security agreement,  bond or note, or any guaranty of
any of such  obligations  to which the Company is a party,  or, to my knowledge,
any other  agreement or instrument  to which the Company is a party,  or (c) any
judgment,  injunction,  order  or  decree  known  to me to be  binding  upon the
Company.  The  execution,  delivery and  performance  by the Company of the Loan
Documents will not result in the creation or  imposi-tion of any lien,  security
interest or other charge or encumbrance on any asset of the Company.  The Credit
Agreement and the Notes have been duly executed and delivered by the Company.

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

     4.  Except as  disclosed  in the  Company's  Form  10-K for the year  ended
December 31, 1997,  or the  Company's  Forms 10-Q for the quarter ended June 30,
1998,  there is no  action,  suit or  proceeding  pending  or, to my  knowledge,
threatened  against the Company or any of its  Subsidiaries  before any court or
arbitrator  or  any  governmental   agency,  in  which  there  is  a  reasonable
possibility of an adverse decision which could  materially  adversely affect the
consolidated   financial   condition  or  operations  of  the  Company  and  its
Subsidiaries  taken as a whole or which in any manner  draws into  question  the
validity of the Credit Agreement or any other Loan Document.

                                      D-1-2
<PAGE>
     5. Neither the Company nor any Subsidiary is an  "investment  company" or a
company  "controlled"  by an  "investment  company"  within  the  meaning of the
Investment Company Act of 1940, as amended.

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

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

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

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

     (c) In rendering  the opinion  expressed  in  paragraph 4 above,  I (or the
other  attorneys  acting under my  direction)  have only  reviewed the files and
records of the Company and its  Subsidiaries,  and we have  consulted  with such
senior officers of the Company and its Subsidiaries as we have deemed necessary.
This  opinion  is  solely  for the  benefit  of the  Banks,  the Agent and their
respective  successors,  assigns and  participants and may not be relied upon in
connection with any other transaction or by any other person.

                                      Very  truly  yours,



                                      Linda  S.  Auwers
                                      Vice  President  and
                                      Assistant  General  Counsel

                                      D-1-3
<PAGE>
                                                                     EXHIBIT D-2
                                                                     -----------



     October  2,  1998


To  Each  of  the  Banks  Parties  to  the
$1,000,000,000  Revolving  Credit  Agreement
dated  as  of  October  2,  1998  among
Compaq  Computer  Corporation,  such  Banks,
Bank  of  America  National  Trust  and  Savings
Association,  as  Administrative  Agent  and  as  Internet  Agent,
The  Chase  Manhattan  Bank,  Citibank,  N.A.
and  NationsBank  of  Texas,  N.A.,  as
Syndication  Agents

Re:     Compaq  Computer  Corporation  Revolving  Credit  Agreement

Ladies  and  Gentlemen:

     This  opinion  is  furnished  to  you  pursuant  to  Section 4.01(d) of the
$1,000,000,000  Revolving  Credit  Agreement,  dated  as of October 2, 1998 (the
"Credit  Agreement"),  among  Compaq  Computer  Corporation (the "Company"), the
Banks  parties  thereto, Bank of America National Trust and Savings Association,
as  Administrative  Agent and Internet Agent for such Banks, The Chase Manhattan
Bank,  Citibank,  N.A.,  and  NationsBank of Texas, N.A., as syndication agents.
Except  as  otherwise  defined herein, terms defined in the Credit Agreement are
used  herein  as  therein  defined.

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

     In  that  connection,  I  have  examined:

          (1) The Credit Agreement;

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

                                      D-2-1
<PAGE>
          (3) Such other  materials  as we have deemed  necessary  to render the
     opinions provided herein.

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

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

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

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

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

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

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

                                      D-2-2
<PAGE>
     (c)     In  rendering  the  opinions  set  forth  above,  I have, with your
permission  and  without  independent  verification,  relied upon the opinion of
Linda  S.  Auwers,  Vice President and Assistant General Counsel of the Company,
dated  of even date herewith, with respect to the following matters: (i) the due
incorporation,  valid  existence and good standing of the Company under the laws
of  the  State  of Delaware, (ii) the Company's corporate power and authority to
execute, deliver and perform the Loan Documents, (iii) the Company's having duly
authorized,  executed  and  delivered the Loan Documents, and (iv) the Company's
execution,  delivery  and  performance of the Loan Documents do not and will not
violate  or  conflict with, result in a breach of, or constitute a default under
(A) the certificate of incorporation or by-laws of the Company, (B) any material
agreement  to which the Company is a party or by which the Company or any of its
properties  may  be  bound,  or  (C) any order  applicable to the Company of any
federal  or  state regulatory body, administrative agency, or other governmental
instrumentality  having  jurisdiction  over the Company or any of its properties

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

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

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

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

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

                                      D-2-3
<PAGE>
     (f)     In  rendering  my enforceability opinion with respect to provisions
providing  for  the  appointment of an agent for service of process on behalf of
the  Company,  I  have assumed that such agent will provide timely notice to the
Company  of  the  commencement  of  legal  proceedings.

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

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

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

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


     Very  truly  yours,



     Stephanie  A.  Lucie
Senior  Counsel
Corporate  Securities  and  Finance

                                      D-2-4
<PAGE>
                                                                       EXHIBIT E
                                                                       ---------

                                 PROMISSORY NOTE

U.S.  $__________                                      Dated:  October  2,  1998

     FOR  VALUE  RECEIVED,  the  undersigned,  Compaq  Computer  Corporation,  a
Delaware  corporation  (the  "Company"), HEREBY PROMISES TO PAY  to the order of
______________________________  (the  "Bank")  for the account of its applicable
Lending  Office  (as  defined  in the Credit Agreement referred to below) on the
Revolving  Termination  Date  (as defined in the Credit Agreement) the principal
sum  of  __________  U.S.  dollars (U.S. $__________) or, if less, the aggregate
unpaid  principal  amount  of  the  [Revolving]  Loans  (as  defined  in  the
$1,000,000,000  Revolving Credit Agreement dated as of October 2, 1998 among the
Company,  the  Bank,  certain  other  lenders  parties  thereto, Bank of America
National  Trust and Savings Association, as administrative agent and as Internet
agent,  The Chase Manhattan Bank, Citibank, N.A. and NationsBank of Texas, N.A.,
as  syndication agents; such Revolving Credit Agreement, as amended from time to
time  being  herein  referred  to  as  the "Credit Agreement") owing to the Bank
outstanding  on  the  Revolving  Termination  Date  (as  defined  in  the Credit
Agreement)  [,  together  with the principal amount of any outstanding Swingline
Loans  (as  defined  in the Credit Agreement) made by the Bank as Swingline Bank
(as  defined  in  the  Credit  Agreement)].

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

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

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

                                      E-1
<PAGE>
     This  Promissory  Note shall be governed by, and  construed  in  accordance
with, the internal laws of the State of New York.


 COMPAQ COMPUTER CORPORATION



                                      By:
                                      Name:
                                      Title:

                                      E-2
<PAGE>
                         LOANS AND PAYMENTS OF PRINCIPAL

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


                                      E-3
<PAGE>
                                                                       EXHIBIT F
                                                                       ---------

                       ASSIGNMENT AND ACCEPTANCE AGREEMENT

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

                                    RECITALS
                                    --------

     WHEREAS,  the  Assignor  is  party  to  the $1,000,000,000 Revolving Credit
Agreement  dated  as  of  October 2, 1998 (as the same may be extended, renewed,
amended  or  restated  from  time to time, the "Credit Agreement"), among COMPAQ
                                                ----------------
COMPUTER  CORPORATION  (the  "Company"), the financial institutions from time to
                              -------
time  party  thereto  (including  the Assignor, the "Banks") and BANK OF AMERICA
                                                     -----
NATIONAL  TRUST  AND  SAVINGS ASSOCIATION, as administrative agent for the Banks
(in  such capacity, the "Agent").  Any terms defined in the Credit Agreement and
                         -----
not  defined in this Assignment and Acceptance are used herein as defined in the
Credit  Agreement;

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

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

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

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

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

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

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

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

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

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

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

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

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

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

                                      F-2
<PAGE>
     Any  interest,  fees  and other payments accrued to the Effective Date with
respect to the Commitment [and the related Revolving Loans] [, and the Swingline
Commitment  [and the Swingline Loans]] shall be for the account of the Assignor.
Any  interest,  fees  and other payments accrued on and after the Effective Date
with  respect  to  the Assigned Amount shall be for the account of the Assignee.
Each  of the Assignor and the Assignee agrees that it will hold in trust for the
other  party  any interest, fees and other amounts which it may receive to which
the  other  party  is entitled pursuant to the preceding sentence and pay to the
other  party  any  such  amounts  which  it  may  receive promptly upon receipt.

     4.     Independent  Credit  Decision.
            -----------------------------

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

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

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

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

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

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

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

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

     6.     Agent.
            -----

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

                                      F-3
<PAGE>
     [(b) The  Assignee  shall  assume  no  duties  or  obligations  held by the
Assignor in its capacity as Agent under the Credit Agreement.]  [INCLUDE ONLY IF
ASSIGNOR IS AGENT]

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

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

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

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

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

                                      F-4
<PAGE>
     (c) The Assignee  represents and warrants that (i) it is duly organized and
existing and it has full power and authority to take, and has taken,  all action
necessary to execute and deliver this  Assignment  and  Acceptance and any other
documents  required or permitted to be executed or delivered by it in connection
with this Assignment and Acceptance,  and to fulfill its obligations  hereunder;
(ii) no notices to, or consents,  authorizations or approvals of, any person are
required  (other  than any already  given or  obtained)  for its due  execution,
delivery and performance of this  Assignment and Acceptance;  and apart from any
agreements  or  undertakings  or filings  required by the Credit  Agreement,  no
further  action by, or notice to, or filing  with,  any person is required of it
for  such  execution,  delivery  or  performance;   (iii)  this  Assignment  and
Acceptance has been duly executed and delivered by it and constitutes the legal,
valid and binding obligation of the Assignee,  enforceable  against the Assignee
in accordance with the terms hereof, subject, as to enforcement,  to bankruptcy,
insolvency,  moratorium,  reorganization  and other laws of general  application
relating to or affecting creditors' rights and to general equitable  principles;
and (iv) it is an Eligible Assignee.

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

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

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

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

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

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

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

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

                                      F-5
<PAGE>
     (f) THE ASSIGNOR AND THE ASSIGNEE EACH HEREBY  KNOWINGLY,  VOLUNTARILY  AND
INTENTIONALLY  WAIVE ANY  RIGHTS  THEY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF
ANY LITIGATION  BASED HEREON,  OR ARISING OUT OF, UNDER,  OR IN CONNECTION  WITH
THIS ASSIGNMENT AND ACCEPTANCE,  THE CREDIT AGREEMENT, ANY RELATED DOCUMENTS AND
AGREEMENTS OR ANY COURSE OF CONDUCT,  COURSE OF DEALING,  OR STATEMENTS (WHETHER
ORAL OR WRITTEN).

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

                                      F-6
<PAGE>
     IN  WITNESS  WHEREOF,  the  Assignor  and  the  Assignee  have  caused this
Assignment  and Acceptance to be executed and delivered by their duly authorized
officers  as  of  the  date  first  above  written.


                                      [Name  of  Assignor]



                                      By:

                                      Name:

                                      Title:



                                      [Name  of  Assignee]



                                      By:

                                      Name:

                                      Title:



                                      F-7
<PAGE>
                                   SCHEDULE 1

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

                                                   Date: _______________________

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

Bank  of  American  National
   Trust  and  Savings  Association,  as  Agent
High  Technology  #3697
555  California  Street,  41st  Fl.
San  Francisco,  CA  94104-1502
Attention:  Kevin  McMahon,  Managing  Director

Compaq  Computer  Corporation
_________________________
_________________________
_________________________

Ladies  and  Gentlemen:

     We  refer  to  the  $1,000,000,000  Revolving Credit Agreement, dated as of
October  2, 1998 (as the same may be extended, renewed, amended or restated from
time  to  time,  the "Credit Agreement"), among Compaq Computer Corporation (the
                      ----------------
"Company"),  the  financial institutions party thereto (the "Banks") and Bank of
  ------                                                     -----
America  National Trust and Savings Association, as administrative agent for the
Banks  (in  such  capacity, the "Agent").  Terms defined in the Credit Agreement
                                 -----
are  used  herein  as  therein  defined.

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

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

                                       1
                            SCHEDULE 1 to Exhibit F
<PAGE>
     3.     The  following  administrative  details  apply  to  the  Assignee:

     (A)     Notice  Address:
             Assignee  name:  _____________________________
             Address:         _____________________________
                              _____________________________
                              _____________________________
             Attention:       _____________________________
             Telephone:  (___)   __________________________
             Telecopier:  (___)  __________________________
             Telex  (Answerback):  ________________________

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

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

                                       2
                            SCHEDULE 1 to Exhibit F
<PAGE>
     IN  WITNESS  WHEREOF, the Assignor and the Assignee have caused this Notice
of  Assignment and Acceptance to be executed by their respective duly authorized
officials,  officers  or  agents  as  of  the  date  first  above  written.

                                      Very  truly  yours,

                                      [Name  of  Assignor]



                                      By:


                                           Name:
                                           Title:



                                      [Name  of  Assignee]



                                      By:


                                           Name:
                                           Title:


                                       3
                            SCHEDULE 1 to Exhibit F
<PAGE>
ACKNOWLEDGED  AND  ASSIGNMENT
CONSENTED  TO:

COMPAQ  COMPUTER  CORPORATION



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



By:__________________________
     Name:
     Title:

                                        4
                             SCHEDULE 1 to Exhibit F
<PAGE>
                                  SCHEDULE 2.01
                                  -------------
                                   COMMITMENTS
                                   -----------

                                                   Amount of 
             Name of Bank                          Commitment              %
--------------------------------------------------------------------------------
FINAL SCHEDULE WILL BE AVAILABLE BY CLOSE OF
  BUSINESS  OCTOBER  2,  1998















                                              ==================================
TOTAL                                         $1,000,000,000.00     100.00000000



                                 Schedule  2.01
                                        1
<PAGE>
                                 SCHEDULE 10.02
                                 --------------

                              ADDRESSES FOR NOTICES
                              ---------------------
                           PAYMENT AND LENDING OFFICES
                           ---------------------------


BANK  OF  AMERICA  NATIONAL  TRUST  AND  SAVINGS  ASSOCIATION,  as  Agent
-------------------------------------------------------------

Borrowing  Notices:
------------------

Bank  of  America  National  Trust
and  Savings  Association
Agency  Administrative  Services  #5596
1850  Gateway  Blvd.
Concord,  CA  94520-3281

Attention:     Compaq  AO
Telephone:     (510)  675-8432
Facsimile:     (510)  675-8500

Agent's  Payment  Office:
------------------------

Bank  of  America  National  Trust
and  Savings  Association
ABA  121-000-358
Attention:  PSO  #5693
1850  Gateway  Blvd.
Concord,  CA  94520-3281
for  credit  to  account  No.:  12337-15643

All  Other  Notices:
--------------------

Bank  of  America  National  Trust
and  Savings  Association
High  Technology  #3697
555  California  Street  -  41st  Floor
San  Francisco,  CA  94104
Attention:     Kevin  McMahon,  Managing  Director
Telephone:     (415)  622-8088
Facsimile:     (415)  622-2514

                                 Schedule  10.02
                                        1
<PAGE>
BANK  OF  AMERICA  NATIONAL  TRUST
----------------------------------
AND  SAVINGS  ASSOCIATION,  as  a  Bank
-------------------------

Lending  Office:
---------------

BANK  OF  AMERICA  NATIONAL  TRUST
AND  SAVINGS  ASSOCIATION
Customer  Service  Americas  (#5693)
1850  Gateway  Blvd.
Concord,  CA  94520-3281
Attention:     Barbara  Devlin
Telephone:     (925)  675-7735
Facsimile:     (925)  603-7246

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

Bank  of  America  National  Trust
and  Savings  Association
High  Technology  #3697
555  California  Street  -  41st  Floor
San  Francisco,  CA  94104
Attention:     Kevin  McMahon,  Managing  Director
Telephone:     (415)  622-8088
Facsimile:     (415)  622-2514


<                                 Schedule  10.02
                                        2
<PAGE>

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

Lending  Office:
---------------

THE  CHASE  MANHATTAN  BANK
Agent  Bank  Services
One  Chase  Manhattan  Plaza
New  York,  NY  10081

Attention:     Robert  Berdecio
Telephone:     (212)  552-7436
Facsimile:     (212)  552-5700

Credit  Matters:
---------------

THE  CHASE  MANHATTAN  BANK
270  Park  Avenue,  37th  Floor
New  York,  NY  10017

Attention:     John  Haltmaier
Telephone:     (212)  270-0848
Facsimile:     (212)  270-4584

Operations/Administration:
-------------------------

THE  CHASE  MANHATTAN  BANK
One  Chase  Manhattan  Plaza
New  York,  NY  10081

Attention:     Robert  Berdecio
Telephone:     (212)  552-7436
Facsimile:     (212)  552-5700

                                 Schedule  10.02
                                        3
<PAGE>
CITIBANK,  N.A.,
---------------
as  a  Syndication  Agent  and  as  a  Bank

Lending  Office:
---------------

Citibank,  N.A.
399  Park  Avenue
8th  Floor,  Zone  3
New  York,  NY  10043

Attention:     James  M.  Walsh

Credit  Matters:
---------------

Citibank,  N.A.
399  Park  Avenue
8th  Floor,  Zone  3
New  York,  NY  10043

Attention:     James  M.  Walsh
Telephone:     (212)  559-7538
Facsimile:     (212)  593-0054

Operations/Administration:
-------------------------

Citibank,  N.A.
2  Penn's  Way,  2nd  Floor/Loan  Admin.  Unit
New  Castle,  DE  19720

Attention:     Sydney  A.  Chance
Telephone:     (302)  894-6076
Facsimile:     (302)  894-6120



                                 Schedule  10.02
                                        4
<PAGE>
NATIONSBANK  OF  TEXAS,  N.A.,
-----------------------------
as  a  Syndication  Agent  and  as  a  Bank

Lending  Office:
---------------

NATIONSBANK  OF  TEXAS,  N.A.
901  Main  Street,  14th  Floor
Dallas,  TX  75202

Attention:     James  Payne
Telephone:     (214)  508-0592
Facsimile:     (214)  290-9417

Credit  Matters:
---------------

NATIONSBANK  OF  TEXAS,  N.A.
901  Main  Street,  67th  Floor
Dallas,  TX  75202

Attention:     Timothy  M.  O'Connor
Telephone:     (214)  508-9419
Facsimile:     (214)  508-0980

Operations/Administration:
-------------------------

NATIONSBANK  OF  TEXAS,  N.A.
901  Main  Street,  14th  Floor
Dallas,  TX  75202

Attention:     James  Payne
Telephone:     (214)  508-0592
Facsimile:     (214)  290-9417



                                 Schedule  10.02
                                        5
<PAGE>
ABN-AMRO  BANK  N.V.
--------------------

Lending  Office:
---------------

ABN-AMRO  BANK  N.V.




Attention:
Telephone:
Facsimile:

Credit  Matters:
---------------

ABN-AMRO  BANK  N.V.




Attention:
Telephone:
Facsimile:

Operations/Administration:
-------------------------

ABN-AMRO  BANK  N.V.




Attention:
Telephone:
Facsimile:

                                 Schedule  10.02
                                        6
<PAGE>
BANCA  COMMERCIALE  ITALIANA,  LOS  ANGELES  BRANCH
---------------------------------------------------

Lending  Office:
---------------

BANCA  COMMERCIALE  ITALIANA,  LOS  ANGELES  BRANCH
555  South  Flower  Street
43rd  Floor
Los  Angeles,  CA  90071

Attention:     Jack  Wityak
Telephone:     (213)  624-0440
Facsimile:     (213)  624-0457

Credit  Matters:
---------------

BANCA  COMMERCIALE  ITALIANA,  LOS  ANGELES  BRANCH
555  South  Flower  Street
43rd  Floor
Los  Angeles,  CA  90071

Attention:     Jack  Wityak
Telephone:     (213)  624-0440
Facsimile:     (213)  624-0457

Operations/Administration:
-------------------------

BANCA  COMMERCIALE  ITALIANA,  LOS  ANGELES  BRANCH
555  South  Flower  Street
43rd  Floor
Los  Angeles,  CA  90071

Attention:     Elias  Afram
Telephone:     (213)  624-0440
Facsimile:     (213)  624-0457


                                 Schedule  10.02
                                        7
<PAGE>
BANCA  DI  ROMA,  CHICAGO  BRANCH
---------------------------------

Lending  Office:
---------------

BANCA  DI  ROMA,  CHICAGO  BRANCH
225  West  Washington  Street,  Suite  1200
Chicago,  IL  60606

Attention:     Aurora  Pensa
Telephone:     (312)  704-2630
Facsimile:     (312)  726-3058

Credit  Matters:
---------------

BANCA  DI  ROMA,  CHICAGO  BRANCH
225  West  Washington  Street,  Suite  1200
Chicago,  IL  60606

Attention:     Aurora  Pensa
Telephone:     (312)  704-2630
Facsimile:     (312)  726-3058

Operations/Administration:
-------------------------

BANCA  DI  ROMA,  CHICAGO  BRANCH
225  West  Washington  Street,  Suite  1200
Chicago,  IL  60606

Attention:     Vincenza  Geraci
Telephone:     (312)  704-2603
Facsimile:     (312)  726-3058

                                 Schedule  10.02
                                        8
<PAGE>
BANCA  MONTE  DEI  PASCHI  DI  SIENA,  S.p.A.
---------------------------------------------

Lending  Office:
---------------

BANCA  MONTE  DEI  PASCHI  DI  SIENA,  S.p.A.
55  E.  59th  Street
New  York,  New  York  10022-1112*foot5Attention:     Nicholas  Kanaris
Telephone:     (212)  891-3600
Facsimile:     (212)  891-3661

Credit  Matters:
---------------

BANCA  MONTE  DEI  PASCHI  DI  SIENA,  S.p.A.
55  E.  59th  Street
New  York,  New  York  10022-1112

Attention:     Nicholas  Kanaris
Telephone:     (212)  891-3600
Facsimile:     (212)  891-3661

Operations/Administration:
-------------------------

BANCA  MONTE  DEI  PASCHI  DI  SIENA,  S.p.A.
55  E.  59th  Street
New  York,  New  York  10022-1112

Attention:     Mei  Tam
Telephone:     (212)  891-3649
Facsimile:     (212)  891-3661


                                 Schedule  10.02
                                        9
<PAGE>
BANCA  NAZIONALE  DEL  LAVORO  S.p.A.  -  NEW  YORK  BRANCH
-----------------------------------------------------------

Lending  Office:
---------------

BANCA  NAZIONALE  DEL  LAVORO  S.p.A.  -  NEW  YORK  BRANCH
25  West  51st  Street
New  York,  NY  10019

Attention:     Adolph  S.  Mascari
Telephone:     (212)  314-0207
Facsimile:     (212)  765-2978

Credit  Matters:
---------------

BANCA  NAZIONALE  DEL  LAVORO  S.p.A.  -  NEW  YORK  BRANCH
25  West  51st  Street
New  York,  NY  10019

Attention:     Adolph  S.  Mascari
Telephone:     (212)  314-0207
Facsimile:     (212)  765-2978

Operations/Administration:
-------------------------

BANCA  NAZIONALE  DEL  LAVORO  S.p.A.  -  NEW  YORK  BRANCH
25  West  51st  Street
New  York,  NY  10019

Attention:     Adolph  S.  Mascari
Telephone:     (212)  314-0207
Facsimile:     (212)  765-2978


                                 Schedule  10.02
                                        10
<PAGE>
BANCA  POPOLARE  DI  MILANO,  NEW  YORK  BRANCH
-----------------------------------------------

Lending  Office:
---------------

BANCA  POPOLARE  DI  MILANO,  NEW  YORK  BRANCH
375  Park  Avenue,  9th  Floor
New  York,  NY  10152

Attention:     Fulvio  Montanari
Telephone:     (212)  546-9414
Facsimile:     (212)  838-1077

Credit  Matters:
---------------

BANCA  POPOLARE  DI  MILANO,  NEW  YORK  BRANCH
375  Park  Avenue,  9th  Floor
New  York,  NY  10152

Attention:     Fulvio  Montanari
Telephone:     (212)  546-9414
Facsimile:     (212)  838-1077

Operations/Administration:
-------------------------

BANCA  POPOLARE  DI  MILANO,  NEW  YORK  BRANCH
375  Park  Avenue,  9th  Floor
New  York,  NY  10152

Attention:     Cheryl  Raffaele
Telephone:     (212)  546-9429
Facsimile:     (212)  838-1077


                                 Schedule  10.02
                                        11
<PAGE>
BANCO  CENTRAL  HISPANO  AMERICANO,  S.A.,  NEW  YORK  BRANCH
-------------------------------------------------------------

Lending  Office:
---------------

BANCO  CENTRAL  HISPANO  AMERICANO,  S.A.,  NEW  YORK  BRANCH
50  Broadway,  2nd  Floor
New  York,  NY  10004

Attention:     Ignacio  Ridruejo
Telephone:     (212)  361-5142
Facsimile:     (212)  361-5149

Credit  Matters:
---------------

BANCO  CENTRAL  HISPANO  AMERICANO,  S.A.,  NEW  YORK  BRANCH
50  Broadway,  2nd  Floor
New  York,  NY  10004

Attention:     Ignacio  Ridruejo
Telephone:     (212)  361-5142
Facsimile:     (212)  361-5149

Operations/Administration:
-------------------------

BANCO  CENTRAL  HISPANO  AMERICANO,  S.A.,  NEW  YORK  BRANCH
50  Broadway,  2nd  Floor
New  York,  NY  10004

Attention:     Jesus  Lopez
Telephone:     (212)  361-5100,  ext.  231
Facsimile:     (212)  361-5149


                                 Schedule  10.02
                                        12
<PAGE>
BANKBOSTON,  N.A.
-----------------

Lending  Office:
---------------

BANKBOSTON,  N.A.
100  Federal  Street
Boston,  MA  02110

Attention:     Tony  Dunn
Telephone:     (617)  434-9625
Facsimile:     (617)  434-9821

Credit  Matters:
---------------

BANKBOSTON,  N.A.
100  Federal  Street
Boston,  MA  02110

Attention:     Elizabeth  Passela,  MS:MA  BOS  01-08-06
Telephone:     (617)  434-5542
Facsimile:     (617)  434-0819

Attention:     Joseph  L.  Massimo,  MS:MA  BOS  01-08-06
Telephone:     (617)  434-7824
Facsimile:     (617)  434-0819

Operations/Administration:
-------------------------

BANKBOSTON,  N.A.
100  Federal  Street
Boston,  MA  02110

Attention:     Tony  Dunn
Telephone:     (617)  434-9625
Facsimile:     (617)  434-9821


                                 Schedule  10.02
                                        13
<PAGE>
BANK  OF  IRELAND
-----------------

Lending  Office:
---------------

BANK  OF  IRELAND
Baggot  Street
Dublin  2,  Ireland

Attention:     Ed  Meagher,  Olivia  Carey
Telephone:     353-1-6187470,  353-1-6187471
Facsimile:     353-1-6187490

Credit  Matters:
---------------

BANK  OF  IRELAND
Baggot  Street
Dublin  2,  Ireland

Attention:     Fran  Collins,  Tom  Hayes
Telephone:     353-1-6044144,  353-1-6044160
Facsimile:     353-1-6044105

Operations/Administration:
-------------------------

BANK  OF  IRELAND
Baggot  Street
Dublin  2,  Ireland

Attention:     Ed  Meagher,  Olivia  Carey
Telephone:     353-1-6187470,  353-1-6187471
Facsimile:     353-1-6187490



                                 Schedule  10.02
                                        14
<PAGE>
------

BANK  OF  MONTREAL
------------------

Lending  Office:
---------------

BANK  OF  MONTREAL
115  South  LaSalle  Street,  11th  Floor
Chicago,  IL  60603

Attention:     Betty  Rutherford
Telephone:     (312)  750-3885
Facsimile:     (312)  750-4304

Credit  Matters:
---------------

BANK  OF  MONTREAL
601  South  Figueroa  Street,  Suite  4900
Los  Angeles,  CA  90017

Attention:     Kanu  Modi
Telephone:     (213)  239-0657
Facsimile:     (213)  239-0680

Operations/Administration:
-------------------------

BANK  OF  MONTREAL
115  South  LaSalle  Street,  11th  Floor
Chicago,  IL  60603

Attention:     Betty  Rutherford
Telephone:     (312)  750-3885
Facsimile:     (312)  750-4304


                                 Schedule  10.02
                                        15
<PAGE>
THE  BANK  OF  NEW  YORK
------------------------

Lending  Office:
---------------

THE  BANK  OF  NEW  YORK
One  Wall  Street
New  York,  NY  10286

Attention:     Helen  L.  Sarro,  Assistant  Vice  President
Telephone:     (212)  635-6898
Facsimile:     (212)  635-6434

Credit  Matters:
---------------

THE  BANK  OF  NEW  YORK
One  Wall  Street
New  York,  NY  10286

Attention:     Helen  L.  Sarro,  Assistant  Vice  President
Telephone:     (212)  635-6898
Facsimile:     (212)  635-6434

Operations/Administration:
-------------------------

THE  BANK  OF  NEW  YORK
One  Wall  Street
New  York,  NY  10286

Attention:     Larry  Geter
Telephone:     (212)  635-6740
Facsimile:     (212)  635-6399


                                 Schedule  10.02
                                        16
<PAGE>
BANK  OF  TOKYO  -  MITSUBISHI  TRUST  COMPANY
----------------------------------------------

Lending  Office:
---------------

BANK  OF  TOKYO  -  MITSUBISHI  TRUST  COMPANY
1251  Avenue  of  the  Americas
New  York,  NY  10020

Attention:     Mark  Marron
Telephone:     (212)  782-4337
Facsimile:     (212)  782-6440

Credit  Matters:
---------------

BANK  OF  TOKYO  -  MITSUBISHI  TRUST  COMPANY
1251  Avenue  of  the  Americas
New  York,  NY  10020

Attention:     Mark  Marron
Telephone:     (212)  782-4337
Facsimile:     (212)  782-6440

Operations/Administration:
-------------------------

BANK  OF  TOKYO  -  MITSUBISHI  TRUST  COMPANY
1251  Avenue  of  the  Americas
New  York,  NY  10020

Attention:     Rolando  P.  Uy
Telephone:     (212)  782-5637
Facsimile:     (212)  782-5635


                                 Schedule  10.02
                                        17
<PAGE>
BANQUE  NATIONALE  DE  PARIS,  HOUSTON  AGENCY
----------------------------------------------

Lending  Office:
---------------

BANQUE  NATIONALE  DE  PARIS,  HOUSTON  AGENCY
333  Clay  Street,  Suite  3400
Houston,  TX  77002

Attention:     Thierry  Bonetto
Telephone:     (713)  951-1221
Facsimile:     (713)  659-1414

Credit  Matters:
---------------

BANQUE  NATIONALE  DE  PARIS,  HOUSTON  AGENCY
333  Clay  Street,  Suite  3400
Houston,  TX  77002

Attention:     Thierry  Bonetto
Telephone:     (713)  951-1221
Facsimile:     (713)  659-1414

Operations/Administration:
-------------------------

BANQUE  NATIONALE  DE  PARIS,  HOUSTON  AGENCY
333  Clay  Street,  Suite  3400
Houston,  TX  77002

Attention:     Donna  Rose
Telephone:     (713)  951-1240
Facsimile:     (713)  659-1414


                                 Schedule  10.02
                                        18
<PAGE>
BARCLAYS  BANK  PLC
-------------------

Lending  Office:
---------------

BARCLAYS  BANK  PLC
75  Wall  Street,  12th  Floor
New  York,  NY  10265

Attention:     Judy  Kwong
Telephone:     (212)  412-3721
Facsimile:     (212)  412-5306/5307/5308

Credit  Matters:
---------------

BARCLAYS  BANK  PLC
222  Broadway,  8th  Floor
New  York,  NY  10038

Attention:     John  Giannone
Telephone:     (212)  412-3276
Facsimile:     (212)  412-7580

Operations/Administration:
-------------------------

BARCLAYS  BANK  PLC
75  Wall  Street,  12th  Floor
New  York,  NY  10265

Attention:     Judy  Kwong
Telephone:     (212)  412-3717
Facsimile:     (212)  412-5306/5307/5308


                                 Schedule  10.02
                                        19
<PAGE>
BAYERISCHE  HYPOTHEKEN  -  UND  VEREINSBANK  AKTIENGESELLSCHAFT, NEW YORK BRANCH
--------------------------------------------------------------------------------

Lending  Office:
---------------

BAYERISCHE  HYPOTHEKEN  -  UND  VEREINSBANK  AKTIENGESELLSCHAFT
150  East  42nd  Street
New  York,  NY  10017

Attention:     Steve  Atwell
Telephone:     (212)  672-5458
Facsimile:     (212)  672-5530

Credit  Matters:
---------------

BAYERISCHE  HYPOTHEKEN  -  UND  VEREINSBANK  AKTIENGESELLSCHAFT
150  East  42nd  Street
New  York,  NY  10017

Attention:     Amie  McCarthy
Telephone:     (212)  672-5384
Facsimile:     (212)  672-5529

Operations/Administration:
-------------------------

BAYERISCHE  HYPOTHEKEN  -  UND  VEREINSBANK  AKTIENGESELLSCHAFT
NEW  YORK  BRANCH
150  East  42nd  Street
New  York,  NY  10017

Attention:     Warren  Leung
Telephone:     (212)  672-5360
Facsimile:     (212)  672-5506


                                 Schedule  10.02
                                        20
<PAGE>
BAYERISCHE  LANDESBANK  GIROZENTRALE
------------------------------------

Lending  Office:
---------------

BAYERISCHE  LANDESBANK  GIROZENTRALE
560  Lexington  Avenue
New  York,  NY  10022-6828
Attention:     Patricia  Sanchez
Telephone:     (212)  310-9810
Facsimile:     (212)  310-9930

Credit  Matters:
---------------

BAYERISCHE  LANDESBANK  GIROZENTRALE
560  Lexington  Avenue
New  York,  NY  10022-6828

Attention:     Sean  O'Sullivan,  Vice  President
Telephone:     (212)  310-9913
Facsimile:     (212)  310-9868

Operations/Administration:
-------------------------

BAYERISCHE  LANDESBANK  GIROZENTRALE
560  Lexington  Avenue
New  York,  NY  10022-6828

Attention:     Patricia  Sanchez
Telephone:     (212)  310-9810
Facsimile:     (212)  310-9930



                                 Schedule  10.02
                                        21
<PAGE>
CARIPLO  -  CASSA  DI  RISPARMIO  DELLE  PROVINCIE  LOMBARDE  SpA
-----------------------------------------------------------------

Lending  Office:
---------------

CARIPLO  -  CASSA  DI  RISPARMIO  DELLE  PROVINCIE  LOMBARDE  SpA
10  East  53rd  Street,  36th  Floor
New  York,  NY  10022

Attention:     Anthony  Giobbi
Telephone:     (212)  527-8737
Facsimile:     (212)  527-8777

Credit  Matters:
---------------

CARIPLO  -  CASSA  DI  RISPARMIO  DELLE  PROVINCIE  LOMBARDE  SpA
10  East  53rd  Street,  36th  Floor
New  York,  NY  10022

Attention:     Anthony  Giobbi
Telephone:     (212)  527-8737
Facsimile:     (212)  527-8777

Operations/Administration:
-------------------------

CARIPLO  -  CASSA  DI  RISPARMIO  DELLE  PROVINCIE  LOMBARDE  SpA
10  East  53rd  Street,  36th  Floor
New  York,  NY  10022

Attention:     Marilena  Greene
Telephone:     (212)  527-8744
Facsimile:     (212)  527-8777


                                 Schedule  10.02
                                        22
<PAGE>
CREDIT  AGRICOLE  INDOSUEZ.
---------------------------

Lending  Office:
---------------

CREDIT  AGRICOLE  INDOSUEZ




Attention:
Telephone:
Facsimile:

Credit  Matters:
---------------

CREDIT  AGRICOLE  INDOSUEZ




Attention:
Telephone:
Facsimile:

Operations/Administration:
-------------------------

CREDIT  AGRICOLE  INDOSUEZ




Attention:
Telephone:
Facsimile:


                                 Schedule  10.02
                                        24
<PAGE>
CREDITO  ITALIANO
-----------------

Lending  Office:
---------------

CREDITO  ITALIANO
375  Park  Avenue
New  York,  NY  10152

Attention:     Gianfranco  Bisagni
Telephone:     (212)  546-9623
Facsimile:     (212)  546-9675

Credit  Matters:
---------------

CREDITO  ITALIANO
375  Park  Avenue
New  York,  NY  10152

Attention:     Gianfranco  Bisagni
Telephone:     (212)  546-9623
Facsimile:     (212)  546-9675

Operations/Administration:
-------------------------

CREDITO  ITALIANO
375  Park  Avenue
New  York,  NY  10152

Attention:     Angie  Blanco
Telephone:     (212)  546-9616
Facsimile:     (212)  826-8623


                                 Schedule  10.02
                                        24
<PAGE>
------
DEN  DANSKE  BANK  AKTIESELSKAB,
--------------------------------
CAYMAN  ISLANDS  BRANCH
-----------------------

Lending  Office:
---------------

DEN  DANSKE  BANK  AKTIESELSKAB,  CAYMAN  ISLANDS  BRANCH
c/o  Den  Danske  Bank,  New  York  Branch
280  Park  Avenue,  4th  Floor  East  Building
New  York,  NY  10017

Attention:     Daniel  F.  Lenzo
Telephone:     (212)  984-8466
Facsimile:     (212)  599-2493

Credit  Matters:
---------------

DEN  DANSKE  BANK  AKTIESELSKAB,  CAYMAN  ISLANDS  BRANCH
c/o  Den  Danske  Bank,  New  York  Branch
280  Park  Avenue,  4th  Floor  East  Building
New  York,  NY  10017

Attention:     Daniel  F.  Lenzo
Telephone:     (212)  984-8466
Facsimile:     (212)  599-2493

Operations/Administration:
-------------------------

DEN  DANSKE  BANK  AKTIESELSKAB,  CAYMAN  ISLANDS  BRANCH
c/o  Den  Danske  Bank,  New  York  Branch
280  Park  Avenue,  4th  Floor  East  Building
New  York,  NY  10017

Attention:     Maria  Merante
Telephone:     (212)  984-8462
Facsimile:     (212)  409-6252


                                 Schedule  10.02
                                        25
<PAGE>
DEUTSCHE  BANK  AG  NEW  YORK  BRANCH
-------------------------------------
AND/OR  CAYMAN  ISLANDS  BRANCH
-------------------------------

Lending  Office:
---------------

DEUTSCHE  BANK  AG  NEW  YORK  BRANCH  AND/OR  CAYMAN  ISLANDS  BRANCH
31  West  52nd  Street
New  York,  NY  10019

Attention:     Stephan  Wiedemann
Telephone:     (212)  469-8663
Facsimile:     (212)  469-8212

Credit  Matters:
---------------

DEUTSCHE  BANK  AG  NEW  YORK  BRANCH
AND/OR  CAYMAN  ISLANDS  BRANCH
31  West  52nd  Street
New  York,  NY  10019

Attention:     Stephan  Wiedemann
Telephone:     (212)  469-8663
Facsimile:     (212)  469-8212

Operations/Administration:
-------------------------

DEUTSCHE  BANK  AG  NEW  YORK  BRANCH
AND/OR  CAYMAN  ISLANDS  BRANCH
31  West  52nd  Street
New  York,  NY  10019

Attention:     Nancy  Zorn
Telephone:     (212)  469-4112
Facsimile:     (212)  469-4139


                                 Schedule  10.02
                                        26
<PAGE>
DRESDNER  BANK  AG,  NEW  YORK  BRANCH  AND  GRAND  CAYMAN  BRANCH
------------------------------------------------------------------

Domestic  and  CD  Lending  Office:
----------------------------------

DRESDNER  BANK  AG,  NEW  YORK  BRANCH  AND  GRAND  CAYMAN  BRANCH
75  Wall  Street
New  York,  NY  10005

Attention:     Robert  Reddington  -  Credit  Department
Telephone:     (212)  429-2169
Facsimile:     (212)  429-2130

LIBOR  Lending  Office:
----------------------

DRESDNER  BANK  AG,  NEW  YORK  BRANCH  AND  GRAND  CAYMAN  BRANCH
c/o  Dresdner  Bank  AG,  New  York  Branch
75  Wall  Street
New  York,  NY  10005

Attention:     Robert  Reddington  -  Credit  Department
Telephone:     (212)  429-2169
Facsimile:     (212)  429-2130

Operations/Administration:
-------------------------

DRESDNER  BANK  AG,  NEW  YORK  BRANCH  AND  GRAND  CAYMAN  BRANCH
75  Wall  Street
New  York,  NY  10005

Attention:     Lora  Lam
Telephone:     (212)  429-2288
Facsimile:     (212)  429-2130

                                 Schedule  10.02
                                        27
<PAGE>
THE  FIRST  NATIONAL  BANK  OF  CHICAGO
---------------------------------------

Lending  Office:
---------------

THE  FIRST  NATIONAL  BANK  OF  CHICAGO
One  First  National  Plaza
Suite  0324,  10th  Floor
Chicago,  IL  60670

Attention:     Jenny  A.  Gilpin,  VP
Telephone:     (312)  732-5867
Facsimile:     (312)  732-2991

Credit  Matters:
---------------

THE  FIRST  NATIONAL  BANK  OF  CHICAGO
One  First  National  Plaza
Suite  0324,  10th  Floor
Chicago,  IL  60670

Attention:     Jenny  A.  Gilpin,  VP
Telephone:     (312)  732-5867
Facsimile:     (312)  732-2991

Operations/Administration:
-------------------------

THE  FIRST  NATIONAL  BANK  OF  CHICAGO
One  First  National  Plaza
Suite  0634/1-10
Chicago,  IL  60670

Attention:     Nan  Wilson
Telephone:     (312)  732-1221
Facsimile:     (312)  732-4840



                                 Schedule  10.02
                                        28
<PAGE>
FIRST  UNION  NATIONAL  BANK
----------------------------

Lending  Office
---------------

FIRST  UNION  NATIONAL  BANK
1500  Market  Street
Mail  Code  PA4351
Philadelphia,  PA  19101

Attention:     Maureen  Cheney
Telephone:     (215)  973-2280
Facsimile:     (215)  786-8448

Credit  Matters:
---------------

FIRST  UNION  NATIONAL  BANK
301  South  College  Street,  TW-5
Charlotte,  N.C.  28288-0745

Attention:     Peter  Steffen,  Senior  Vice  President
Telephone:     (704)  383-9214
Facsimile:     (704)  383-7236

Operations/Administration:
-------------------------

FIRST  UNION  NATIONAL  BANK
1500  Market  Street
Mail  Code  PA  4351
Philadelphia,  PA  19101

Attention:     Joy  Ditre
Telephone:     (215)  973-4448
Facsimile:     (215)  973-2045

                                 Schedule  10.02
                                        29
<PAGE>
FLEET  NATIONAL  BANK
---------------------

Lending  Office:
---------------

FLEET  NATIONAL  BANK
One  Federal  Street
MA  ODFO7A
Boston,  MA  02211

Attention:     Frank  Benesh
Telephone:     (617)  346-0617
Facsimile:     (617)  346-0568

Credit  Matters:
---------------

FLEET  NATIONAL  BANK
One  Federal  Street
MA  ODFO7A
Boston,  MA  02211

Attention:     Frank  Benesh
Telephone:     (617)  346-0617
Facsimile:     (617)  346-0568

Operations/Administration:
-------------------------

FLEET  NATIONAL  BANK
One  Federal  Street
MA  ODFO7A
Boston,  MA  02211

Attention:     Pauline  Kowalczyk
Telephone:     (617)  346-0617
Facsimile:     (617)  346-0151

                                 Schedule  10.02
                                        30
<PAGE>
THE  FUJI  BANK,  LIMITED,  HOUSTON  AGENCY
-------------------------------------------

Lending  Office:
---------------

THE  FUJI  BANK,  LIMITED
Two  World  Trade  Center
New  York,  NY  10048-0001

Attention:     Noshin  Osmam
Telephone:     (212)  898-2087
Facsimile:     (212)  898-2399

Credit  Matters:
---------------

THE  FUJI  BANK,  LIMITED
Two  World  Trade  Center
New  York,  NY  10048-0001

Attention:     Noshin  Osmam
Telephone:     (212)  898-2087
Facsimile:     (212)  898-2399

Operations/Administration:
-------------------------

THE  FUJI  BANK,  LIMITED
Two  World  Trade  Center
79th  Floor
New  York,  NY  10048-0001

Attention:     Tina  Catapano,  AVP
Telephone:     (212)  898-2099
Facsimile:     (212)  488-8216


                                 Schedule  10.02
                                        31
<PAGE>
ING  BANK  N.V.
---------------

Lending  Office:
---------------

ING  BANK  N.V.
49  St.  Stephen's  Green
Dublin  2
Ireland

Attention:     Samantha  de  Foubert
Telephone:     (011)  353-1-662-1911
Facsimile:     (011)  353-1-662-1916

Credit  Matters:
---------------

ING  BANK  N.V.
49  St.  Stephen's  Green
Dublin  2
Ireland

Attention:     Samantha  de  Foubert
Telephone:     (011)  353-1-662-1911
Facsimile:     (011)  353-1-662-1916

Operations/Administration:
-------------------------

ING  BANK  N.V.
49  St.  Stephen's  Green
Dublin  2
Ireland

Attention:     Emma  Duke
Telephone:     (011)  353-1-662-1911
Facsimile:     (011)  353-1-662-1916


                                 Schedule  10.02
                                        32
<PAGE>
ISTITUTO  BANCARIO  SAN  PAOLO  DI  TORINO  S.p.A.
--------------------------------------------------

Lending  Office:
---------------

ISTITUTO  BANCARIO  SAN  PAOLO  DI  TORINO  S.p.A.
San  Paolo  Bank
245  Park  Avenue
New  York,  NY  10167

Attention:     Glen  Binder
Telephone:     (212)  692-3016
Facsimile:     (212)  692-3178

Credit  Matters:
---------------

ISTITUTO  BANCARIO  SAN  PAOLO  DI  TORINO  S.p.A.
San  Paolo  Bank
245  Park  Avenue
New  York,  NY  10167

Attention:     Glen  Binder
Telephone:     (212)  692-3016
Facsimile:     (212)  692-3178

Operations/Administration:
-------------------------

ISTITUTO  BANCARIO  SAN  PAOLO  DI  TORINO  S.p.A.
San  Paolo  Bank
245  Park  Avenue
New  York,  NY  10167

Attention:     Glen  Binder
Telephone:     (212)  692-3016
Facsimile:     (212)  692-3178


                                 Schedule  10.02
                                        33
<PAGE>
MARINE  MIDLAND  BANK
---------------------

Lending  Office:
---------------

MARINE  MIDLAND  BANK
140  Broadway,  4th  Floor
New  York,  NY  10005-1196

Attention:     William  Holland
Telephone:     (212)  658-5257
Facsimile:     (212)  658-5109

Credit  Matters:
---------------

Marine  Midland  Bank
1221  McKinney  Street,  Suite  2790
Houston,  TX  77010

Attention:     George  Linhart/Lincoln  McMahon
Telephone:     (713)  759-1202
Facsimile:     (713)  759-1403

Operations/Administration:
-------------------------

MARINE  MIDLAND  BANK
1  Marine  Midland  Center
Buffalo,  NY  14203

Attention:     Patricia  Michalek
Telephone:     (716)  841-7764
Facsimile:     (716)  841-2325


                                 Schedule  10.02
                                        34
<PAGE>
MELLON  BANK,  N.A.
-------------------

Lending  Office:
---------------

MELLON  BANK
One  Mellon  Bank  Center
Room  4440
Pittsburgh,  PA  15258-0001

Attention:     Alexander  M.  Gordon
Telephone:     (412)  234-0026
Facsimile:     (412)  234-6735

Credit  Matters:
---------------

MELLON  BANK
One  Mellon  Bank  Center
Room  4440
Pittsburgh,  PA  15258-0001

Attention:     Alexander  M.  Gordon
Telephone:     (412)  234-0026
Facsimile:     (412)  234-6735

Operations/Administration:
-------------------------

MELLON  BANK,  N.A.
Three  Mellon  Bank  Center
Room  153-2305
Pittsburgh,  PA  15230

Attention:     Terpsie  Katsafanas
Telephone:     (412)  234-4769
Facsimile:     (412)  234-6114


                                 Schedule  10.02
                                        35
<PAGE>
NATIONAL  AUSTRALIA  BANK  LIMITED
----------------------------------

Lending  Office:
---------------

NATIONAL  AUSTRALIA  BANK  LIMITED
200  Park  Avenue,  34th  Floor
New  York,  NY  10166

Attention:     Thomas  R.  Cronin
Telephone:     (212)  916-9624
Facsimile:     (212)  983-1969

Credit  Matters:
---------------

NATIONAL  AUSTRALIA  BANK  LIMITED
200  Park  Avenue,  34th  Floor
New  York,  NY  10166

Attention:     Thomas  R.  Cronin
Telephone:     (212)  916-9624
Facsimile:     (212)  983-1969

Attention:     Bill  Cerynik
Telephone:     (212)  916-9566
Facsimile:     (212)  983-1969

Operations/Administration:
-------------------------

NATIONAL  AUSTRALIA  BANK  LIMITED
200  Park  Avenue,  34th  Floor
New  York,  NY  10166

Attention:     Joseph  T.  Hengerle
Telephone:     (212)  916-9536
Facsimile:     (212)  697-8698

Attention:     Tricia  Bustos
Telephone:     (212)  916-9540
Facsimile:     (212)  697-8698


                                 Schedule  10.02
                                        36
<PAGE>
NATIONAL  WESTMINSTER  BANK  PLC/NEW  YORK  BRANCH
--------------------------------------------------
NATIONAL  WESTMINSTER  BANK  PLC/NASSAU  BRANCH
-----------------------------------------------

Domestic  and  CD  Lending  Office:
----------------------------------

NATIONAL  WESTMINSTER  BANK  PLC/NEW  YORK  BRANCH
175  Water  Street,  19th  Floor
New  York,  NY  10038

Attention:     Commercial  Loans
Telephone:     (212)  602-4317
Facsimile:     (212)  602-4118

LIBOR  Lending  Office:
----------------------

NATIONAL  WESTMINSTER  BANK  PLC/NASSAU  BRANCH
c/o  National  Westminster  Bank  PLC,  New  York  Branch
175  Water  Street,  19th  Floor
New  York,  NY  10038

Attention:     Commercial  Loans
Telephone:     (212)  602-4317
Facsimile:     (212)  602-4118

Credit  Matters:
---------------

NATIONAL  WESTMINSTER  BANK  PLC
175  Water  Street,  19th  Floor
New  York,  NY  10038

Attention:     David  Rowley
Telephone:     (212)  602-5541
Facsimile:     (212)  602-4290

Operations/Administration:
-------------------------

NATIONAL  WESTMINSTER  BANK  PLC
175  Water  Street,  19th  Floor
New  York,  NY  10038

Attention:     Commercial  Loans
Telephone:     (212)  602-4317
Facsimile:     (212)  602-4118

                                 Schedule  10.02
                                        37
<PAGE>
THE  NORTHERN  TRUST  COMPANY
-----------------------------

Lending  Office:
---------------

THE  NORTHERN  TRUST  COMPANY
50  South  LaSalle  Street
Chicago,  IL  60675

Attention:     John  E.  Burda
Telephone:     (312)  444-4575
Facsimile:     (312)  444-5055

Credit  Matters:
---------------

THE  NORTHERN  TRUST  COMPANY
50  South  LaSalle  Street
Chicago,  IL  60675

Attention:     John  E.  Burda
Telephone:     (312)  444-4575
Facsimile:     (312)  444-5055

Operations/Administration:
-------------------------

THE  NORTHERN  TRUST  COMPANY
50  South  LaSalle  Street
Chicago,  IL  60675

Attention:     Linda  Honda
Telephone:     (312)  444-3532
Facsimile:     (312)  630-1566


                                 Schedule  10.02
                                        38
<PAGE>
PNC  BANK,  NATIONAL  ASSOCIATION
---------------------------------

Lending  Office:
---------------

PNC  BANK,  NATIONAL  ASSOCIATION
249  Fifth  Avenue
One  PNC  Plaza,  2nd  Floor
Pittsburgh,  PA  15222-2707

Attention:     David  J.  Egan
Telephone:     (412)  762-5932
Facsimile:     (412)  762-6484

Credit  Matters:
---------------

PNC  BANK,  NATIONAL  ASSOCIATION
249  Fifth  Avenue
One  PNC  Plaza,  2nd  Floor
Pittsburgh,  PA  15222-2707

Attention:     David  J.  Egan
Telephone:     (412)  762-5932
Facsimile:     (412)  762-6484

Operations/Administration:
-------------------------

PNC  BANK,  NATIONAL  ASSOCIATION
249  Fifth  Avenue
One  PNC  Plaza,  6th  Floor
Pittsburgh,  PA  15222-2707

Attention:     Sally  Hunter
Telephone:     (412)  768-3807
Facsimile:     (412)  768-4586


                                 Schedule  10.02
                                        39
<PAGE>
ROYAL  BANK  OF  CANADA
-----------------------

Lending  Office:
---------------

ROYAL  BANK  OF  CANADA
One  Financial  Square,  23rd  Floor
New  York,  NY  10005

Attention:     Linda  Smith
Telephone:     (212)  428-6323
Facsimile:     (212)  428-2372

Credit  Matters:
---------------

ROYAL  BANK  OF  CANADA
600  Wilshire  Boulevard,  Suite  800
Los  Angeles,  CA  90017

Attention:     Michael  A.  Cole
Telephone:     (213)  955-5328
Facsimile:     (213)  955-5350

Operations/Administration:
-------------------------

ROYAL  BANK  OF  CANADA
One  Financial  Square,  23rd  Floor
New  York,  NY  10005

Attention:     Linda  Smith
Telephone:     (212)  428-6323
Facsimile:     (212)  428-2372


                                 Schedule  10.02
                                        40
<PAGE>
THE  SANWA  BANK,  LIMITED
--------------------------

Lending  Office:
---------------

THE  SANWA  BANK,  LIMITED
55  East  52nd  Street
New  York,  NY  10055

Attention:     Renko  Hara,  VP
Telephone:     (212)  339-6390
Facsimile:     (212)  754-3084

Credit  Matters:
---------------

THE  SANWA  BANK  LIMITED
55  East  52nd  Street
New  York,  NY  10055

Attention:     John  T.  Feeney
Telephone:     (212)  339-6366
Facsimile:     (212)  754-1304

Operations/Administration:
-------------------------

THE  SANWA  BANK,  LIMITED
55  East  52nd  Street
New  York,  NY  10055

Attention:     Renko  Hara,  VP
Telephone:     (212)  339-6390
Facsimile:     (212)  754-3084


                                 Schedule  10.02
                                        41
<PAGE>
SKANDINAVISKA  ENSKILDA  BANKEN  AB  (PUBL),
--------------------------------------------
NEW  YORK  BRANCH
-----------------

Lending  Office:
---------------

SKANDINAVISKA  ENSKILDA  BANKEN  AB  (PUBL),
NEW  YORK  BRANCH
245  Park  Avenue
New  York,  NY  10167

Attention:     Magnus  C.  Lejdstr  m
Telephone:     (212)  907-4801
Facsimile:     (212)  907-4762

Credit  Matters:
---------------

SKANDINAVISKA  ENSKILDA  BANKEN  AB  (PUBL),
NEW  YORK  BRANCH
245  Park  Avenue
New  York,  NY  10167

Attention:     Magnus  C.  Lejdstr  m
Telephone:     (212)  907-4801
Facsimile:     (212)  907-4762

Operations/Administration:
-------------------------

SKANDINAVISKA  ENSKILDA  BANKEN  AB  (PUBL),
NEW  YORK  BRANCH
245  Park  Avenue
New  York,  NY  10167

Attention:     Anthony  Johnson
Telephone:     (212)  907-4761
Facsimile:     (212)  370-1709


                                 Schedule  10.02
                                        42
<PAGE>
SOCIETE  GENERALE  FINANCE  (IRELAND)  LIMITED
----------------------------------------------

Domestic  and  CD  Lending  Office:
----------------------------------

SOCIETE  GENERALE
Southwest  Agency
1111  Bagby  Street,  Suite  2020
Houston,  TX  77002

Attention:     Thierry  Namuroy
Telephone:     (713)  759-6316
Facsimile:     (713)  650-0824

LIBOR  Lending  Office:
----------------------

SOCIETE  GENERALE  FINANCE  (IRELAND)  LIMITED
31-32  Morrison  Chambers
32  Nassau  Street
Dublin  2,  Ireland

Attention:     Jacinta  Conroy
Telephone:     (011)  353-1-670-4255
Facsimile:     (011)  353-1-670-4262

Credit  Matters:
---------------

SOCIETE  GENERALE  FINANCE  (IRELAND)  LIMITED
31-32  Morrison  Chambers
32  Nassau  Street
Dublin  2,  Ireland

Attention:     Therese  Leonard
Telephone:     (011)  353-1-670-4255
Facsimile:     (011)  353-1-670-4262

Operations/Administration:
-------------------------

SOCIETE  GENERALE  FINANCE  (IRELAND)  LIMITED
31-32  Morrison  Chambers
32  Nassau  Street
Dublin  2,  Ireland

Attention:     Jacinta  Conroy
Telephone:     (011)  353-1-670-4255
Facsimile:     (011)  353-1-670-4262

                                 Schedule  10.02
                                        43
<PAGE>
STANDARD  CHARTERED  BANK
-------------------------

Lending  Office:
---------------

STANDARD  CHARTERED  BANK
7  World  Trade  Center
New  York,  NY  10048

Attention:     Peter  G.R.  Dodds
Telephone:     (213)  667-0367
Facsimile:     (213)  667-0790

Credit  Matters:
---------------

STANDARD  CHARTERED  BANK
707  Wilshire  Boulevard,  W8-33
Los  Angeles,  CA  90017

Attention:     Mary  Machado-Schammel
Telephone:     (213)  614-4756
Facsimile:     (213)  614-5158

Operations/Administration:
-------------------------

STANDARD  CHARTERED  BANK
7  World  Trade  Center
New  York,  NY  10048

Attention:     Yolanda  Rodriguez
Telephone:     (212)  667-0435
Facsimile:     (212)  667-0560


                                 Schedule  10.02
                                        44
<PAGE>
STATE  STREET  BANK  &  TRUST  CO.
----------------------------------

Lending  Office:
---------------

STATE  STREET  BANK  &  TRUST  CO.




Attention:
Telephone:
Facsimile:

Credit  Matters:
---------------

STATE  STREET  BANK  &  TRUST  CO.




Attention:
Telephone:
Facsimile:

Operations/Administration:
-------------------------

STATE  STREET  BANK  &  TRUST  CO.




Attention:
Telephone:
Facsimile:

                                 Schedule  10.02
                                        45
<PAGE>
SWISS  BANK  CORPORATION,  NEW  YORK  BRANCH
--------------------------------------------

Lending  Office:
---------------

UBS  AG,  STAMFORD  BRANCH
677  Washington  Blvd
Stamford,  CT  06901-3793

Attention:     Tom  Salzano
Telephone:     (203)  719-3842
Facsimile:     (203)  719-3180

Credit  Matters:
---------------

UBS  AG,  NEW  YORK  BRANCH
299  Park
New  York,  NY  10171

Attention:     Leo  Baltz
Telephone:     (212)  821-5372
Facsimile:     (212)  821-3914

Operations/Administration:
-------------------------

UBS  AG,  STAMFORD  BRANCH
677  Washington  Blvd
Stamford,  CT  06901-3793

Attention:     Tom  Salzano
Telephone:     (203)  719-3842
Facsimile:     (203)  719-318o


                                 Schedule  10.02
                                        46
<PAGE>
TORONTO  DOMINION  BANK  (TEXAS),  INC.
---------------------------------------

Lending  Office:
---------------

TORONTO  DOMINION  BANK  (TEXAS),  INC.
909  Fannin  Street,  Suite  1700
Houston,  TX  77010

Attention:     Lynn  Chasin,  Mgr.
Telephone:     (713)  653-8234
Facsimile:     (713)  951-9921

Credit  Matters:
---------------

TORONTO  DOMINION  BANK  (TEXAS),  INC.
31  West  52nd  Street
New  York,  NY  10019

Attention:     Rose  Warren
Telephone:     (212)  468-0556
Facsimile:     (212)  262-1926

Operations/Administration:
-------------------------

TORONTO  DOMINION  BANK  (TEXAS),  INC.
909  Fannin  Street,  Suite  1700
Houston,  TX  77010

Attention:     Lynn  Chasin,  Mgr.
Telephone:     (713)  653-8239
Facsimile:     (713)  951-9921


                                 Schedule  10.02
                                        47
<PAGE>
WELLS  FARGO  BANK,  N.A.
-------------------------

Lending  Office:
---------------

WELLS  FARGO  BANK,  N.A.
201  Third  Street,  8th  Floor
MAC  0187-081
San  Francisco,  CA  94103

Attention:     Sue  Silver
Telephone:     (415)  477-5374
Facsimile:     (415)  979-0675

Credit  Matters  (Primary):
--------------------------

WELLS  FARGO  BANK,  N.A.
707  Wilshire  Boulevard,  16th  Floor
MAC  2818-165
Los  Angeles,  CA  90017

Attention:     Edith  Lim
Telephone:     (213)  614-3903
Facsimile:     (213)  614-2305

Operations/Administration:
-------------------------

WELLS  FARGO  BANK,  N.A.
201  Third  Street,  8th  Floor
MAC  0187-081
San  Francisco,  CA  94103

Attention:     Sue  Silver
Telephone:     (415)  477-5374
Facsimile:     (415)  979-0675

                                 Schedule  10.02
                                        48
<PAGE>
WESTDEUTSCHE  LANDESBANK  GIROZENTRALE,
---------------------------------------
NEW  YORK  BRANCH
-----------------

Lending  Office:
---------------

WESTDEUTSCHE  LANDESBANK  GIROZENTRALE,
NEW  YORK  BRANCH
1211  Avenue  of  the  Americas
New  York,  NY  10038

Attention:     Danet  Diaz
Telephone:     (212)  852-6158
Facsimile:     (212)  302-7946

Credit  Matters:
---------------

WESTDEUTSCHE  LANDESBANK  GIROZENTRALE,
NEW  YORK  BRANCH
1211  Avenue  of  the  Americas
New  York,  NY  10038

Attention:     Thomas  Lee
Telephone:     (212)  852-6204
Facsimile:     (212)  852-6148

Operations/Administration:
-------------------------

WESTDEUTSCHE  LANDESBANK  GIROZENTRALE,
NEW  YORK  BRANCH
1211  Avenue  of  the  Americas
New  York,  NY  10038

Attention:     Danet  Diaz
Telephone:     (212)  852-6158
Facsimile:     (212)  302-7946


                                 Schedule  10.02
                                        49
<PAGE>
WESTPAC  BANKING  CORP.
-----------------------

Lending  Office:
---------------

WESTPAC  BANKING  CORP.
575  Fifth  Avenue
New  York,  NY  10017

Attention:     Susan  Wildstein
Telephone:     (212)
Facsimile:     (212)  551-1998

Credit  Matters:
---------------

WESTPAC  BANKING  CORP.
575  Fifth  Avenue
New  York,  NY  10017

Attention:     Craig  L.  Jones,  Vice  President
Telephone:
Facsimile:     (212)  551-1995

Operations/Administration:
-------------------------

WESTPAC  BANKING  CORP.
575  Fifth  Avenue
New  York,  NY  10017

Attention:     Susan  Wildstein
Telephone:
Facsimile:     (212)  551-1998

                                 Schedule  10.02
                                        50
<PAGE>