U.S. $40,000,000

            AMENDED AND RESTATED CREDIT AGREEMENT


                Dated as of December 19, 1997


                        By and Among

                  VICORP RESTAURANTS, INC.
                       as the Borrower

                             and

                 NATIONSBANK OF TEXAS, N.A.
        as the Agent for the Lenders and as a Lender

                             and

               U.S. BANK NATIONAL ASSOCIATION,
                D/B/A COLORADO NATIONAL BANK
                         as a Lender

                      TABLE OF CONTENTS
                      ----------------- 
                                                        Page
                                                        ----
ARTICLE I DEFINITIONS AND ACCOUNTING TERMS.....................1
     1.01 Certain Defined Terms ...............................1
     1.02 Computation of Time Periods .........................9
     1.03 Accounting Terms; Fiscal Periods ....................9
     1.04 Other Definitional Provisions........................9

ARTICLE II THE FACILITIES AND COMMITMENTS......................9
     2.01 The Facilities.......................................9
     2.02 The Advance Commitment..............................10
     2.03 The Letter of Credit Commitment.....................10
     2.04 Fees................................................10
     2.05 Reduction of the Commitment.........................10
     2.06 Payments and Computations...........................10
     2.07 Increased Capital or Costs and Reduced Return.......11
     2.08 Interest Rate Contracts.............................11

ARTICLE III THE ADVANCE FACILITY..............................12
     3.01 The Advances........................................12
     3.02 Making the Advances.................................12
     3.03 Conversion or Continuation of Advances..............13
     3.04 Additional Provisions Applicable to Eurodollar
          Rate Advances.......................................14
     3.05 Notes; Repayment....................................15
     3.06 Interest............................................15
     3.07 Additional Interest on Eurodollar Rate Advances.....16
     3.08 Pre-payments........................................16
     3.09 Maximum Interest Rate...............................16
     3.10 Interest Recapture..................................17
     3.11 Extension of Maturity...............................17

ARTICLE IV THE LETTER OF CREDIT FACILITY......................17
     4.01 The Letters of Credit...............................17
     4.02 Amounts and Terms...................................17
     4.03 Conditions..........................................17
     4.04 Issuing Letters of Credit...........................18
     4.05 Paying under Letters of Credit......................18
     4.06 Reimbursement Obligations...........................18
     4.07 Compensation for Letters of Credit..................18
     4.08 Sharing of Payments.................................19
     4.09 Documentation.......................................19
     4.10 Indemnification; Exoneration........................19
     4.11 Termination of Letters of Credit; Cash Collateral...20

ARTICLE V CONDITIONS OF EXTENSIONS OF CREDIT..................20
     5.01 Conditions Precedent to Initial Extension of
          Credit..............................................20
     5.02 Conditions Precedent to Each Extension of Credit,
          Conversion or Continuation..........................20

ARTICLE VI REPRESENTATIONS AND WARRANTIES.....................21
     6.01 Representations and Warranties of the Borrower......21

ARTICLE VII COVENANTS OF THE BORROWER.........................23
     7.01 Affirmative Covenants...............................23
     7.02 Negative Covenants..................................25
     7.03 Financial Covenants.................................28

ARTICLE VIII EVENTS OF DEFAULT................................29
     8.01 Events of Default...................................29

ARTICLE IX MISCELLANEOUS......................................30
     9.01 Amendments, Etc.....................................30
     9.02 Notices, Etc........................................30
     9.03 No Waiver; Remedies.................................31
     9.04 Payments Set Aside..................................31
     9.05 Costs, Expenses and Taxes...........................31
     9.06 Right of Set-Off....................................32
     9.07 Sharing of Payments.................................32
     9.08 Indemnification.....................................32
     9.09 Change in Accounting Principles.....................33
     9.10 The Agent's Performance of Defaulted Acts...........33
     9.11 Binding Effect; Assignments; Participations.........33
     9.12 CHOICE OF LAW.......................................33
     9.13 CONSENT TO JURISDICTION.............................34
     9.14 WAIVER OF JURY TRIAL................................34
     9.15 Term................................................34
     9.16 Execution in Counterparts...........................34
     9.17 Lenders' Creation of Security Interest..............34

ARTICLE X THE AGENT...........................................35
     10.01 Appointment........................................35
     10.02 Agent's Reliance. Etc..............................35
     10.03 NationsBank and Affiliates.........................35
     10.04 Lender Credit Decision.............................35
     10.05 Indemnification....................................35
     10.06 Successor Agent....................................36
     10.07 Invalidated Payments...............................36
     


EXHIBITS & SCHEDULES
--------------------

Exhibit A - Form of Notice of Borrowing
Exhibit B - Form of Notice of Conversion/Continuation
Exhibit C - Form of Revolving Loan Note
Exhibit D - Form of Request for Letters of Credit
Exhibit E - Form of Opinion of Counsel to the Borrower
Exhibit F - List of Closing Documents

Schedule 6.01(a) - Tradenames
Schedule 7.02(a) - Permitted Existing Liens.
Schedule 7.02(b) - Permitted Existing Debt
Schedule 7.02(h) - Permitted Dispositions

            AMENDED AND RESTATED CREDIT AGREEMENT

      This Amended and Restated Credit Agreement is made as
of December 19, 1997, by and among VICORP Restaurants, Inc.,
a Colorado corporation with an office located at 400 West
48th Avenue, P.O. Box 16601, Denver, Colorado 80216 (the
"Borrower"), the banks or other financial institutions
listed on the signature pages hereof (such banks or other
financial institutions and their respective successors and
assigns being referred to collectively as the "Lenders"),
and NationsBank of Texas, N.A., a national banking
association ("NationsBank"), as agent for the Lenders (in
such capacity, the "Agent") (said Amended and Restated
Credit Agreement, as the same may be amended, modified or
supplemented from time to time, being hereafter referred to
as the "Amended and Restated Agreement").

                          RECITALS
                          --------

      WHEREAS, the Borrower, the Agent and the Lenders are
party to that certain Credit Agreement dated as of
October 31, 1996 (as amended, the "Existing Agreement"); and

       WHEREAS, the Borrower has requested various
modifications to the Existing Agreement, including, without
limitation, an increase in the amount of the available
credit and an extension of the maturity therefor;

      NOW, THEREFORE, in consideration of the foregoing and
the mutual covenants contained herein, and for other good
and valuable consideration, the receipt and adequacy of
which are hereby acknowledged, the Borrower, the Lenders and
the Agent agree that the Existing Agreement is hereby
amended and restated in its entirety as follows:


                           ARTICLE I

              DEFINITIONS AND ACCOUNTING TERMS

      SECTION 1.01 Certain Defined Terms.  As used in this
Amended and Restated Agreement, the following capitalized
terms shall have the following meanings (such meanings to be
equally applicable to both the singular and plural form of
the terms defined):

      "Adjusted Consolidated EBITDAR" means, for any period
with respect to the Borrower and its subsidiaries, the sum
of the amounts for such period, of (i) Operating Income,
plus (ii) depreciation, amortization and other non-cash
charges deducted in computing operating income, plus (iii)
Consolidated Rental Payments.

     "Adjusted Debt" means, as of the last day of any fiscal
quarter, with respect to the Borrower and its subsidiaries,
the sum of (i) Consolidated Funded Debt, plus (ii) Capital
Lease Obligations, minus (iii) the aggregate outstanding
principal balance of any subordinated debt, plus (iv) the
product of Operating Lease expense for the four fiscal
quarters ending on the date of determination times eight.

      "Advance" means an advance by any Lender to the
Borrower pursuant to Article III, and refers to a Base Rate
Advance or a Eurodollar Rate Advance (each of which shall be
a "Type" of Advance).

      "Advance Commitment"  has the meaning specified in
Section 2.02.

     "Advance Facility" has the meaning specified in Section
2.01.

      "Affiliate" means, with respect to any Person, any
other Person controlled by, controlling or under common
control with such Person, whether such control be direct or
indirect.  All of the Borrower's officers, shareholders
holding in excess of five percent (5%) of any class of
capital stock of the Borrower, directors, subsidiary
corporations, joint ventures and partners shall be deemed to
be the Borrower's Affiliates for purposes of this Amended
and Restated Agreement.

      "Aggregate Commitment" means $40,000,000, as such
amount may be reduced from time to time pursuant to the
terms of this Amended and Restated Agreement.

     "Aggregate Outstandings" means, at any time, the sum of
(i) the aggregate principal amount of the Advances
outstanding at such time, plus (ii) the aggregate Letter of
Credit Obligations at such time.

      "Alternate Base Rate" means, for any day, the greater
of (a) the sum of the Federal Funds Rate plus 0.5%, or
(b) the annual interest rate most recently announced by
Agent as its prime rate (or, if the Person then acting as
Agent under this Amended and Restated Agreement is not a
bank organized under the Laws of the United States or any
State, then the rate announced by NationsBank of Texas, N.A.
as its prime rate) in effect at its principal office,
automatically fluctuating upward and downward with and as
specified in each announcement without special notice to
Borrower or any other Person (which prime rate may not
necessarily represent the lowest or best rate actually
charged to a customer).

      "Applicable Commitment Fee" means, on any day, the
commitment fee percentage based on the ratio of debt to
capitalization, calculated as set forth in the definition of
"Applicable Margin", as follows:

                                                       Applicable
         Ratio of debt to capitalization            Commitment Fee
                                                        Percentage

         ---------------------------------------------------------
         Greater than or equal to 0.20 to 1.0              0.375%
         Less than 0.20 to 1.0                             0.250%

     "Applicable Lending Office" means, with respect to each
Lender, such Lender's Domestic Lending Office, in the case
of a Base Rate Advance, and such Lender's Eurodollar Lending
Office, in the case of a Eurodollar Rate Advance.

      "Applicable Margin" means, on any day, the interest
margin over the Eurodollar Rate, based on a ratio of debt to
capitalization, as follows:

                                                   Applicable
                                                   Margin for
        Ratio of debt to capitalization          Eurodollar Rate
                                                    Advances
        --------------------------------------------------------

        Greater than or equal to 0.30 to 1.0           1.625%
        Less than 0.30 to 1.0 but                      1.500%
          greater than or equal to 0.20to 1.0
        Less than 0.20 to 1.0 but                      1.250%
          greater than or equal to 0.15 to 1.0
        Less than 0.15 to 1.0                          1.000%


For purposes of determining the Applicable Margin, (i) the
ratio of debt to capitalization shall be the ratio of (i)
the sum of (A) Consolidated Funded Debt, plus (B) Capital
Lease Obligations of the Borrower and its subsidiaries, to
(ii) the sum of (x) Consolidated Funded Debt, plus (y)
Consolidated Net Worth, plus (z) Capital Lease Obligations
of the Borrower and its subsidiaries, and shall be
calculated quarterly as of the last day of the fiscal
quarter for which the most recent quarterly financial
statements have been delivered pursuant to Section 7.01(b),
and shall apply to all Advances made on or after the date
such financial statements are delivered, until recalculated
in accordance with this paragraph.  If Borrower fails to
furnish Agent any such financial statements (or the related
compliance certificate) when required pursuant to Section
7.02(b), then the highest applicable margin identified above
shall apply to all subsequent Advances until Borrower
furnishes the required financial statements and compliance
certificate.  The initial calculation as of the Closing Date
shall be based upon the financial statements dated as of
July 31, 1997.

      "Bankruptcy Code" means Title 11 of the United States
Code (11 U.S.C. 101 et seq.), as amended from time to
time.

      "Base Rate Advance" means an Advance that bears
interest as provided in Section 3.06(a).

      "Benefit Plan" means an employee benefit plan as
defined in Section 3(35) of ERISA (other than a Multi-
employer Plan) in respect of which the Borrower or any ERISA
Affiliate is, or within the immediately preceding six (6)
years was, an "employer" as defined in Section 3(5) of
ERISA.

     "Borrowing" means a borrowing consisting of one or more
Advances of the same Type made on the same day by the
Lenders.

      "Business Day" means a day of the year on which banks
are not required or authorized to close in Dallas, Texas,
and if the applicable Business Day relates to any Eurodollar
Rate Advance, a day of the year on which dealings are
carried on in the London interbank market.

      "Capital Lease" means, as applied to any Person, any
lease of any property (whether real, personal or mixed) by
that Person as lessee that, in conformity with GAAP, is or
should be accounted for as a capital lease on the balance
sheet of such Person.

      "Capital Lease Obligations" means, as applied to any
Person, the obligations of such Person as lessee under
leases that are Capital Leases.

      "Commitment" means, with respect to each Lender at any
time, such Lender's Pro Rata Share of the Aggregate
Commitment at such time.

      "Consolidated Capital Expenditures" means, for any
period, the aggregate of all Permitted Asset Acquisitions
and other expenditures (whether paid in cash or accrued as
liabilities during that period and including that portion of
Capital Leases that is capitalized on the consolidated
balance sheet of the Borrower and its subsidiaries) by the
Borrower or any of its subsidiaries during such period that,
in conformity with GAAP, are required to be included in the
property, plant and equipment or similar fixed asset
accounts in the consolidated balance sheet of the Borrower
and its subsidiaries (including equipment which is purchased
simultaneously with the trade-in of existing equipment owned
by the Borrower or any such subsidiary to the extent of the
gross amount of such purchase price less the book value (net
of accumulated depreciation) of the equipment being traded
in at such time), but excluding expenditures made in
connection with the replacement or restoration of assets, to
the extent reimbursed or financed from insurance proceeds
paid on account of the loss of or damage to the assets being
replaced or restored or from awards of compensation arising
from the taking by condemnation or eminent domain of such
assets being replaced.

     "Consolidated Fixed Charges" means, for any period, (i)
consolidated gross cash payments of interest expense
(including the interest component of Capital Leases) of the
Borrower and its subsidiaries, including, without
limitation, all commissions, discounts and other fees and
charges owed with respect to letters of credit, all as
determined in conformity with GAAP, plus (ii) Consolidated
Rental Payments for such period, plus (iii) all scheduled
principal payments required to be made by the Borrower or
any of its subsidiaries during such period with respect to
any Debt.

      "Consolidated Funded Debt" means, as at any date of
determination, all interest bearing indebtedness,
obligations and other liabilities of the Borrower and its
subsidiaries for borrowed money or evidenced by bonds,
debentures, acceptances, notes or other similar instruments
(whether such interest arises as a result of accrual or
accretion).

      "Consolidated Net Worth" means, as at any date of
determination, the amount by which consolidated total assets
of the Borrower and its subsidiaries, determined in
conformity with GAAP, exceed consolidated total liabilities
of the Borrower and its subsidiaries, determined in
conformity with GAAP.

      "Consolidated Rental Payments" means, for any period,
the aggregate amount of all rents paid or accrued (net of
sublease rents paid or accrued) under all Operating Leases
of the Borrower or any of its consolidated subsidiaries as
lessee, as determined in conformity with GAAP.

      "Consolidated Tangible Net Worth" means at any time,
the sum of (i) Consolidated Net Worth, at such time, minus
(ii) the aggregate amount, at such time (on a consolidated
basis for the Borrower and its subsidiaries), of any
intangible assets, including, without limitation, patents,
trademarks, service marks, good will, rights and claims
against carriers and shippers, trade names, rights to
refunds and indemnification, and any other asset that would
be classified as an intangible under GAAP other than
leasehold rights.

      "Contaminant" means any waste, pollutant, hazardous
substance, toxic substance, hazardous waste, special waste,
petroleum or petroleum-derived substance or waste, or any
constituent of any such substance or waste.

      "Conversion Date" means, with respect to any Advance,
the date that such Advance, if a Base Rate Advance, is
converted into a Eurodollar Rate Advance, or, if a
Eurodollar Rate Advance, is converted into a Base Rate
Advance, in either case in accordance with the procedures
described in Section 3.03.

      "Costs and Expenses" has the meaning specified in
Section 9.05.

       "Debt" means, as applied to any Person, (i)
indebtedness for borrowed money of such Person, (ii)
obligations of such Person evidenced by bonds, debentures,
notes or other similar instruments, (iii) obligations of
such Person to pay the deferred purchase price of property
or services, except trade accounts payable and accrued
expenses arising in the ordinary course of business but only
if and so long as the same are payable on available trade
terms, (iv) Capital Lease Obligations of such Person, (v)
obligations of such Person under direct or indirect
guaranties in respect of, and obligations (contingent or
otherwise) to purchase or otherwise acquire, or otherwise to
assure a creditor against loss in respect of, indebtedness
or obligations of others of the kinds referred to in clauses
(i) through (iv) above, and (vi) liabilities of such Person
in respect of unfunded vested benefits under Benefit Plans.

      "Default" means an event which with the lapse of time
or the giving of notice or both would constitute an Event of
Default.

      "Domestic Lending Office" means, with respect to each
Lender, the office of such Lender specified as such Lender's
"Domestic Lending Office" on the signature pages hereof or
such other office as such Lender may from time to time
specify to the Borrower and the Agent.

      "DOL" means the United States Department of Labor and
any Person succeeding to the functions thereof.

      "Eligible Interest Rate Contract" has the meaning
specified in Section 2.08.

      "ERISA" means the Employee Retirement Income Security
Act of 1974, any amendments thereto, any successor statute,
and any regulations or guidance promulgated thereunder.

      "ERISA Affiliate" means any (i) corporation which is a
member of the same controlled group of corporations (within
the meaning of Section 414(b) of the IRC) as the Borrower,
(ii) partnership or other trade or business (whether or not
incorporated) under common control (within the meaning of
Section 414(c) of the IRC) with the Borrower, or (iii)
member of the same affiliated service group (within the
meaning of Section 414(m) of the IRC) as the Borrower, any
corporation described in clause (i) above or any partnership
or trade or business described in clause (ii) above.

      "Eurocurrency Liabilities" has the meaning assigned to
that term in Regulation D of the Board of Governors of the
Federal Reserve System, as in effect from time to time.

     "Eurodollar Lending Office" means, with respect to each
Lender, the office of such Lender specified as such Lender's
"Eurodollar Lending Office" on the signature pages hereof,
or such other office as such Lender may from time to time
specify to the Borrower and the Agent.

      "Eurodollar Rate" means, for any Eurodollar Rate
Advance for any Interest Period therefor, the rate per annum
(rounded upwards, if necessary, to the nearest 1/100 of 1%)
appearing on Telerate Page 3750 (or any successor page) as
the London interbank offered rate for deposits in Dollars at
approximately 11:00 a.m. (London time) two Business Days
prior to the first day of such Interest Period for a term
comparable to such Interest Period.  If for any reason such
rate is not available, the term "Eurodollar Rate" shall
mean, for any Eurodollar Rate Advance for any Interest
Period therefor, the rate per annum (rounded  upwards, if
necessary, to the nearest 1/100 of 1%) appearing on Reuters
Screen LIBO Page as the London interbank offered rate for
deposits in Dollars at approximately 11:00 a.m. (London
time) two Business Days prior to the first day of such
Interest Period; provided, however, that if more than one
rate is specified on Reuters Screen LIBO Page, the
applicable rate shall be the arithmetic mean of all such
rates.

      "Eurodollar Rate Advance" means an Advance which bears
interest as provided in Section 3.06(b).

       "Eurodollar Rate Reserve Percentage" means, with
respect to each Lender, for any Interest Period for any
Eurodollar Rate Advance, the reserve percentage applicable
during such Interest Period (or if more than one such
percentage shall be so applicable, the daily average of such
percentages for those days in such Interest Period during
which any such percentage shall be so applicable), with
respect to such Lender, under regulations issued from time
to time by the Board of Governors of the Federal Reserve
System (or any successor) for determining the maximum
reserve requirement (including, without limitation, any
emergency, supplemental or other marginal reserve
requirement), if any, for such Lender, with respect to
liabilities or assets consisting of or including
Eurocurrency Liabilities having a term equal to such
Interest Period.

     "Event of Default" has the meaning specified in Section
8.01.

      "Existing Agreement" has the meaning specified in the
Recitals. 

       "Federal Funds Rate" means, for any period, a
fluctuating interest rate per annum equal for each day
during such period to the weighted average of the rates on
overnight federal funds transactions with members of the
Federal Reserve System arranged by federal funds brokers, as
published for such day (or, if such day is not a Business
Day, for the immediately preceding Business Day) by the
Federal Reserve Bank of New York, or, if such rate is not so
published for any day which is a Business Day, the average
of the quotations for such day on such transactions received
by the Agent from three federal funds brokers of recognized
standing selected by it.

      "Final Order" has the meaning specified in Section
9.08(a).

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

      "Governmental Acts" has the meaning specified in
Section 4.10(a).

       "Governmental Authority" means any nation or
government, any federal, state, city, town, municipality,
county, local or other political subdivision thereof or
thereto and any department, commission, board, bureau,
instrumentality, agency or other entity exercising
executive, legislative, judicial, regulatory or
administrative functions of or pertaining to government.

      "Indemnified Parties" has the meaning specified in
Section 9.08(a).

      "Interest Period" means, for each Eurodollar Rate
Advance, a period of one (1), two (2), three (3), or six (6)
months, as the Borrower may select, upon notice received by
the Agent not later than noon (Dallas time) on the third
Business Day prior to the first day of such period, and
commencing on the date of such Advance, the date of
continuation of such Advance pursuant to Section 3.03 or the
date of conversion of a Base Rate Advance pursuant to
Section 3.03; provided, however, that:

     (i) the aggregate principal amount of all
     Advances having Interest Periods ending after any Principal
     Repayment Date shall not exceed the principal amount of all
     Advances permitted to be outstanding after giving effect to
     the principal payments to be made on or prior to such
     Principal Repayment Date;

     (ii) the Borrower may not select any Interest
     Period that ends after the Maturity Date;

     (iii) Interest Periods commencing on the same date
     for Advances shall be of the same duration; and

     (iv) whenever the last day of any Interest Period
     would otherwise occur on a day other than a Business Day,
     the last day of such Interest Period shall be extended to
     occur on the next succeeding Business Day, provided,
     however, that if such extension would cause the last day of
     such Interest Period to occur in the next following calendar
     month, the last day of such interest Period shall occur on
     the next preceding Business Day.

     "Interest Period Expiration Date" means the last day of
any Interest Period for any Eurodollar Rate Advance.

      "Interest Rate Contracts" means interest rate swap
agreements, interest rate collar agreements, options on any
of the foregoing, or any other agreements or arrangements
designed to provide protection against fluctuations in
interest rates.

      "IRC" means the Internal Revenue Code of 1986, as
amended to the date hereof and from time to time hereafter,
any successor statute and any regulations or guidance
promulgated thereunder.

     "IRS" means the Internal Revenue Service and any Person
succeeding to the functions thereof.

      "Letter of Credit" means any letter of credit issued
under this Amended and Restated Agreement upon the
application of, and for the account of, the Borrower.

     "Letter of Credit Application" means, with respect to a
Letter of Credit, such form of application therefor and form
of reimbursement agreement therefor (whether in a single or
several documents) as the Agent may employ in the ordinary
course of its business for its own account without
requirement of collateral security.

     "Letter of Credit Commitment" has the meaning specified
in Section 2.03.

      "Letter of Credit Facility" has the meaning specified
in Section 2.01.

      "Letter of Credit Fee" has the meaning specified in
Section 4.07.

      "Letter of Credit Obligations" means, at any time, the
sum of (i) the aggregate Reimbursement Obligations at such
time, plus (ii) the maximum aggregate amount available for
drawing under Letters of Credit at such time.

      "Letter of Credit Rate" has the meaning specified in
Section 4.07.

      "Lien" means any mortgage, deed of trust, pledge,
hypothecation, assignment, deposit arrangement, security
arrangement, security interest, encumbrance for the payment
of money, lien (statutory or other), preference, priority or
other security agreement or preferential arrangement of any
kind or nature whatsoever.

      "Loan Documents" means this Amended and Restated
Agreement, the Notes, and each of the other instruments,
documents and agreements executed and/or delivered by the
Borrower in connection herewith and therewith (including,
without limitation, Letter of Credit Applications).

      "Majority Lenders" means those Lenders whose Pro Rata
Shares aggregate 66 2/3%.

     "Maturity Date" means February 28, 2001.

      "Maximum Amount" and "Maximum Rate" respectively mean,
for a Lender, the maximum non-usurious amount and the
maximum non-usurious rate of interest that, under applicable
law, such Lender is permitted to contract for, charge, take,
reserve or receive on the Obligations.

      "Multiemployer Plan" means a Plan maintained pursuant
to a collective bargaining agreement or any other
arrangement to which the Borrower or any ERISA Affiliate is
a party and to which more than one employer is obligated to
make contributions.

      "NationsBank Agreement" means the $5,000,000 Credit
Agreement between the Borrower and NationsBank, dated as of
October 31, 1996, as amended.

      "Net Equity Issuance Proceeds" means the net cash
proceeds received by the Borrower or any of its subsidiaries
from the issuance and sale of equity securities.

     "Note" has the meaning specified in Section 3.05.

      "Notice of Borrowing" has the meaning specified in
Section 3.02(a).

      "Notice of Continuation or Conversion" has the meaning
specified in Section 3.03(b).

      "Obligations" means and includes all loans, advances,
debts, liabilities, obligations, covenants and duties owing
to the Agent or any of the Lenders from the Borrower of any
kind or nature, present or future, arising under any of the
Loan Documents, whether or not for the payment of money,
whether arising by reason of an extension of credit, opening
of a letter of credit, loan, guaranty, indemnification or in
any other manner, whether direct or indirect, absolute or
contingent, due or to become due, now existing or hereafter
arising and the performance obligations of the Borrower
under any Eligible Interest Rate Contracts.  The term
"Obligations" includes, without limitation, the principal
amount of all Advances and Reimbursement Obligations,
interest, charges, expenses, fees, attorneys' and
paralegals' fees and any other sums chargeable to the
Borrower under this Amended and Restated Agreement.

      "Operating Income" means earnings before interest
expenses, taxes and extraordinary gains and losses,
calculated in accordance with GAAP.

      "Operating Lease" means, as applied to any Person, any
lease of any property (whether real, personal or mixed) by
that Person as lessee which is not a Capital Lease.

      "PBGC" means the Pension Benefit Guaranty Corporation
and any Person succeeding to the functions thereof.

     "Permitted Asset Acquisition" means (a) any acquisition
in any fiscal year by the Borrower from any of the
Borrower's franchisees of the franchise granted by the
Borrower to such franchisee and all or substantially all of
the assets of such franchisee associated with such
franchise, (b) any acquisition by the Borrower of all or
substantially all of the assets of any Person, other than a
subsidiary of the Borrower, in any fiscal year, and (c) any
acquisition by the Borrower of the capital stock or
ownership interests of any other Person in any fiscal year,
provided that the aggregate consideration paid by the
Borrower in connection with all acquisitions permitted
pursuant to clauses (a), (b) and (c) above in such fiscal
year may not exceed $10,000,000, and shall be included in
Consolidated Capital Expenditures for such fiscal year.

      "Permitted Existing Debt" means the Debt of the
Borrower or any of its subsidiaries reflected on Schedule
7.02(b).

      "Permitted Existing Liens" means the Liens against
property of the Borrower or any of its subsidiaries
reflected on Schedule 7.02(a).

      "Permitted Franchisee Guarantees" means any guarantee
by the Borrower of obligations of any of the Borrower's
franchisees arising in connection with the operation or
maintenance of such franchisee's franchise so long as the
aggregate amount of all such franchisee obligations
guaranteed by the Borrower at any time does not exceed
$10,000,000.

      "Person" means an individual, partnership, corporation
(including a business trust), joint stock company, trust,
unincorporated association, joint venture or other entity,
or a government or any political subdivision or agency
thereof.

      "Plan" means an employee pension benefit plan that is
covered by Title IV of ERISA or subject to the minimum
funding standards under Section 412 of the IRC as to which
the Borrower or any ERISA Affiliate may have any liability.

      "Principal Repayment Date" means any date on which an
installment of the aggregate outstanding principal amount of
the Advances is due under the Notes.

     "Pro Rata Share" means, with respect to any Lender, the
percentage specified on the signature pages hereto or as
hereafter specified in the documentation governing any
assignments of such Lender's Commitment.

      "Rate Adjustment Period" means a period (i) commencing
on the first day of the month next succeeding the date that
the Agent receives internal financial statements acceptable
to it demonstrating that the Borrower has maintained, for
two (2) consecutive fiscal quarters, the Required Rate
Adjustment Level, and (ii) continuing for so long as the
Borrower continues to maintain such Required Rate Adjustment
Level.

     "Reimbursement Obligation" has the meaning specified in
Section 4.06.

     "Reportable Event" means any of the events described in
Section 4043 of ERISA or the regulations issued thereunder.

      "Request for Letters of Credit" has the meaning
specified in Section 4.04.

      "Required Rate Adjustment Level" means a ratio of
Adjusted Consolidated EBITDAR to Consolidated Fixed Charges,
measured as of the end of the most recently ended fiscal
quarter for the period of four fiscal quarters ending on
such date, of at least 2.25 to 1.

      "SEC" means the Securities and Exchange Commission and
any successor agency.

      "Single Employer Plan" means a Plan maintained by the
Borrower or any ERISA Affiliate for employees of the
Borrower or such ERISA Affiliate.

      "Taxes" means, for any Person, taxes, assessments or
other governmental charges or levies imposed upon it, its
income, or any of its properties, franchises or assets.

      "Termination Date" means the earliest to occur of (i)
the Maturity Date, (ii) the termination in whole of the
Commitments pursuant to Section 8.01, or (iii) the
termination in whole of the Advance Commitment pursuant to
Section 2.05.

     "Termination Event" means (i) with respect to a Benefit
Plan, a Reportable Event, or (ii) the withdrawal of the
Borrower or any ERISA Affiliate from a Benefit Plan during a
plan year in which it was a "substantial employer" as
defined in Section 4001(a)(2) of ERISA, or (iii) the
imposition of an obligation on the Borrower or any ERISA
Affiliate under Section 4041 of ERISA to provide affected
parties written notice of intent to terminate a Benefit Plan
in a distress termination described in Section 4041(c) of
ERISA, or (iv) the institution of proceedings to terminate a
Benefit Plan by the PBGC, or (v) any other event or
condition that might constitute grounds under Section 4042
of ERISA for the termination of, or the appointment of a
trustee to administer, any Benefit Plan, or (vi) the partial
or complete withdrawal of the Borrower or any ERISA
Affiliate from a Multi-employer Plan.

      "Unfunded Liabilities" means, (i) in the case of a
Single Employer Plan, the amount,if any, by which the
present value of all vested nonforfeitable benefits under
such Plan exceeds the fair market value of all Plan assets
allocable to such benefits, all determined as of the most
recent valuation date for such Plan, and (ii) in the case of
a Multiemployer Plan, the withdrawal liability of the
Borrower or any ERISA Affiliate under such Plan.

      "Unused Commitment" means, at any time, the excess of
the Aggregate Commitment at such time over the Aggregate
Outstandings at such time.

      SECTION 1.02 Computation of Time Periods.  In this
Amended and Restated Agreement in the computation of periods
of time from a specified date to a later specified date, the
word "from" means "from and including" and the words "to"
and "until" each means "to but excluding."

      SECTION 1.03 Accounting Terms; Fiscal Periods.
Except as otherwise permitted pursuant to Section 9.09 all
accounting terms not specifically defined herein shall be
construed in accordance with GAAP.  All references in this
Amended and Restated Agreement to any fiscal period shall
refer to a fiscal period of the Borrower, unless otherwise
specified.

      SECTION 1.04 Other Definitional Provisions.
References to "Sections", "Articles", "Schedules" and
"Exhibits" shall be to Sections, Articles, Schedules and
Exhibits, respectively, of this Amended and Restated
Agreement unless otherwise specifically provided.

                         ARTICLE II

               THE FACILITIES AND COMMITMENTS

      SECTION 2.01 The Facilities.  On and subject to the
terms and conditions hereinafter set forth each Lender
severally agrees to extend credit and other financial
accommodations of the kind described below to the Borrower,
from time to time, on any Business Day during the period
from the date hereof until the Termination Date by (i)
making Advances to the Borrower pursuant to Article III (the
"Advance Facility"); and (ii) issuing Letters of Credit for
the account of the Borrower pursuant to Article IV (the
"Letter of Credit Facility").

      SECTION 2.02 The Advance Commitment.  The credit
extended by the Lenders by making Advances under the Advance
Facility shall be in an aggregate principal amount of
Advances not to exceed at any time outstanding the excess of
the Aggregate Commitment over the Letter of Credit
Obligations outstanding at such time, as such amount may be
reduced pursuant to Section 2.05, during the period from the
date hereof to the Termination Date (the "Advance Commitment").

      SECTION 2.03 The Letter of Credit Commitment.  The
credit extended by the Lenders by issuing Letters of Credit
under the Letter of Credit Facility shall be in an aggregate
amount of Letter of Credit Obligations outstanding at any
time not to exceed the lesser of (a) $10,000,000 and (b) the
excess of the Aggregate Commitment over the aggregate
principal amount of Advances outstanding at such time, as
such amount may be reduced pursuant to Section 2.05, during
the period from the date hereof to the Termination Date (the
"Letter of Credit Commitment").

      SECTION 2.04 Fees.  The Borrower agrees to pay (i) an
extension fee to the Lenders and an annual administrative
fee to NationsBank, for its own account, each as described
in the fee letter agreement dated November 26, 1997, and
(ii) to NationsBank, for its own account and the account of
the Lenders, as applicable, the Letter of Credit fees
described in Section 4.07.  The Borrower also agrees to pay
to the Agent, for the account of each Lender, a commitment
fee on such Lender's Pro Rata Share of the average daily
Unused Commitment from the date of this Amended and Restated
Agreement until the Termination Date equal to the Applicable
Commitment Fee per annum.  Such commitment fee shall be
payable on the last day of each January, April, July and
October during the term of this Amended and Restated
Agreement, and on the Termination Date.

      SECTION 2.05 Reduction of the Commitment.  The
Borrower shall have the right, upon at least thirty (30)
Business Days' notice to the Agent, to terminate in whole or
reduce in part the Aggregate Commitment by an amount not
exceeding the Unused Commitment, each such reduction to be
allocated among the unused portions of the Advance
Commitment and the Letter of Credit Commitment, as the
Borrower shall specify, in accordance with each Lender's Pro
Rata Share thereof; provided, however, that each partial
reduction shall be in the amount of $1,000,000 and in
integral multiples of $1,000,000 in excess of that amount.

      SECTION 2.06 Payments and Computations.
       (a) The Borrower shall make each payment hereunder by
wire transfer of immediately available funds not later than
Noon (Dallas time) on the day when due in United States
Dollars to the Agent, for the account of the Lenders, at the
Agent's address referred to in Section 9.02.  The Agent will
promptly thereafter cause to be distributed like funds
relating to the payment of principal or interest or
commitment fees ratably (other than amounts payable pursuant
to Section 2.07, 3.07, or 9.05(b)) to the Lenders for the
account of their respective Applicable Lending office, and
like funds relating to the payment of any other amount
payable to any Lender to such Lender for the account of its
Applicable Lending office, in each case to be applied in
accordance with the terms of this Amended and Restated
Agreement.

      (b) The Borrower hereby authorizes each Lender, if and
to the extent payment owed to such Lender is not made when
due hereunder, to charge from time to time against any or
all of the Borrower's accounts with such Lender any amount
so due, or, upon notice to the Borrower, to make Base Rate
Advances in the amount of and in payment of such amounts.

      (c) All computations of interest on Base Rate Advances
shall be made by the Agent, on the basis of a year of 365 or
366 days, as the case may be, for the actual number of days
(including the first day but excluding the last day)
occurring in the period for which such interest is payable.
All computations of interest on Eurodollar Rate Advances and
of fees (including, without limitation, all computations of
interest pursuant to Section 3.07) shall be made by the
Agent, on the basis of a year of 360 days, in each case for
the actual number of days (including the first day but
excluding the last day) occurring in the period for which
such interest or fees are payable.  Each determination by
the Agent of an interest rate hereunder shall be conclusive
and binding for all purposes, absent manifest error.

      (d) Whenever any payment hereunder shall be stated to
be due on a day other than a Business Day, such payment
shall be made on the next succeeding Business Day, and such
extension of time shall in such case be included in the
computation of payment of interest or fees, as the case may
be; provided, however, that if such extension would cause
payment of interest on or principal of Eurodollar Rate
Advances to be made in the next following calendar month,
such payment shall be made on the immediately preceding
Business Day.

      (e) Unless the Agent shall have received notice from
the Borrower prior to the date on which any payment is due
to the Lenders hereunder that the Borrower will not make
such payment in full, the Agent may assume that the Borrower
has made such payment in full to the Agent on such date and
the Agent may, in reliance upon such assumption, cause to be
distributed to each Lender on such date an amount equal to
the amount then due such Lender.  If and to the extent the
Borrower shall not have so made such payment in full to the
Agent, each Lender shall repay to the Agent forthwith on
demand such amount distributed to such Lender together with
interest thereon, for each day from the date such amount is
distributed to such Lender until the date such Lender repays
such amount to the Agent, at the Federal Funds Rate.

      SECTION 2.07 Increased Capital or Costs and Reduced Return.
      (a) If, due to either (i) the introduction of or any
change (other than any change by way of imposition or
increase of reserve requirements included in the Eurodollar
Rate Reserve Percentage) in or in the interpretation of any
law or regulation; or (ii) the compliance with any guideline
or request from any central bank or other Governmental
Authority (whether or not having the force of law), there
shall be any increase in the cost to any Lender of agreeing
to make or making, funding or maintaining Eurodollar Rate
Advances, by an amount deemed by such Lender to be material,
then the Borrower shall, from time to time, promptly 
following demand by such Lender (with a copy of such demand
to the Agent), pay to the Agent, for the account of such
Lender, such additional amount or amounts as will compensate
such Lender for such increased cost.

      (b) If after the date hereof, any Lender shall have
determined that 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,
central bank or comparable agency charged with the
interpretation or administration thereof, or compliance by
such Lender (or its Applicable Lending Office) with any
request or directive regarding capital adequacy (whether or
not having the force oflaw) of any such Governmental
Authority, central bank or comparable agency, has or would
have the effect of reducing the rate of return on such
Lender's capital as a consequence of its obligations
hereunder to a level below that which such Lender could have
achieved but for such adoption, change or compliance by an
amount deemed by such Lender to be material, then the
Borrower shall, from time to time, promptly following demand
by such Lender (with a copy of such demand to the Agent),
pay to the Agent, for the account of such Lender, such
additional amount or amounts as will compensate such Lender
for such reduction.

      (c) Each Lender agrees to promptly notify the Borrower
and Agent of any event of which such Lender has knowledge,
occurring after the date hereof, which will entitle such
Lender to compensation pursuant to this Section 2.07 and
will designate a different Applicable Lending Office if such
designation will avoid the need for, or reduce the amount
of, such compensation and will not, in the judgment of such
Lender, be otherwise disadvantageous to such Lender.  A
certificate of the Lender claiming compensation under this
Section 2.07 and setting forth the additional amount or
amounts to be paid to such Lender hereunder, submitted to
the Borrower and the Agent contemporaneously, shall be
conclusive in the absence of manifest error.  In determining
such amount, such Lender may use any reasonable averaging
and attribution methods.

      SECTION 2.08 Interest Rate Contracts.  At any time a
Lender may, but shall have no obligation to, enter into
Interest Rate Contracts with respect to the Advances,
provided that the notional amount for all such Interest Rate
Contracts in effect at any time shall not exceed $40,000,000
in the aggregate.  The Borrower and the Lender entering into
an Interest Rate Contract shall give written notice to the
Agent, at least three (3) Business Days prior to entering
into any Interest Rate Contract, specifying the term thereof
and the notional amount thereof.  The Agent shall, within
two (2) Business Days of such notice, notify the applicable
Lender and the Borrower whether the sum of (A) the aggregate
notional amount of all Interest Rate Contracts then in
effect plus (B) the notional amount of the proposed Interest
Rate Contract, is within the limit set forth above, and if
the sum of the notional amounts described in clauses (A) and
(B) above is within such limit at such time, then the
proposed Interest Rate Contract shall be deemed an "Eligible
Interest Rate Contract" (whether or not the aggregate
notional amount subsequently exceeds such limit).

                           ARTICLE III

                    THE ADVANCE FACILITY

      SECTION 3.01 The Advances.  Each Lender severally
agrees, on the terms and conditions hereinafter set forth,
to make Advances to the Borrower from time to time on any
Business Day during the period from the date hereof until
the Termination Date in an amount not to exceed the excess
of (i) such Lender's Pro Rata Share of the Advance
Commitment at such time over (ii) the aggregate principal
amount of all Advances made by such Lender and outstanding
at such time.  Each Advance made by a Lender shall be in an
amount not less than such Lender's Pro Rata Share of
$250,000.  Each Borrowing shall consist of Advances made on
the same day by the Lenders, each Lender's Advance as part
of a Borrowing to be in an amount equal to its Pro Rata
Share of such Borrowing.  Within the limits of the Advance
Commitment in effect from time to time, the Borrower may
borrow pursuant to this Section 3.01, prepay pursuant to
Section 3.08, and reborrow under this Section 3.01.

      SECTION 3.02 Making the Advances.
      (a) Each Borrowing shall be made on notice by the
Borrower to the Agent, given not later than 12:00 noon
(Dallas time) (i) in the case of a Borrowing comprised of
Base Rate Advances, on the date of the proposed Borrowing;
and (ii) in the case of a Borrowing comprised of Eurodollar
Rate Advances, on the third Business Day prior to the date
of the proposed Borrowing; provided, however, that (x) in
the case of any requested Borrowing to be comprised of Base
Rate Advances, the proceeds of which Base Rate Advances are
to be applied toward the Borrower's  Reimbursement
Obligations under a Letter of Credit, the notice effecting
such request may be given at or prior to 2:00 P.M. on the
date of the drawing giving rise to such Reimbursement
Obligation for a Borrowing comprised of Base Rate Advances
to be made on such date in the amount of such Reimbursement
Obligation; and (y) if a Default or an Event of Default has
occurred and is continuing, the Borrower shall not be
entitled to request Borrowings comprised of Eurodollar Rate
Advances and the Lenders shall not be required to make any
Advances.  Each such notice of a borrowing (a "Notice of
Borrowing") shall be by telephone, confirmed immediately in
writing (whether by telecopy, telex, cable or otherwise), in
substantially the form of Exhibit A, specifying therein the
requested (i) date of such Borrowing (which shall be a
Business Day); (ii) Type of Advances comprising such
Borrowing; (iii) amount of such Borrowing; and (iv) Interest
Period for such Advance in the case of a requested Borrowing
comprised of Eurodollar Rate Advances.  Promptly after
receipt of a Notice of Borrowing under this Section 3.02 (or
telephonic notice in lieu thereof), the Agent shall notify
each Lender by telex, telecopy, telegram, telephone or other
similar form of transmission of the proposed Borrowing, and
in each case of a proposed Borrowing comprised of Eurodollar
Rate Advances, of the applicable interest rate.  Each Lender
shall, before Noon (Dallas time) on the date of such
Borrowing, make available to the Agent at its address
referred to in Section 9.02, in same day funds, such
Lender's Pro Rata Share ofsuch Borrowing.  After the
Agent's receipt of such funds, and upon fulfillment of the
applicable conditions set forth in Article V, the Agent will
make same day funds available to the Borrower at the Agent's
address referred to in Section 9.02 in an amount equal to
the amount requested by the Borrower for such Borrowing on
the date requested by the Borrower therefor.

      (b) Each Notice of Borrowing shall be irrevocable
and binding on the Borrower.  In the case of any Borrowing
that the related Notice of Borrowing specifies is to be
comprised of Eurodollar Rate Advances, the Borrower shall
indemnify each Lender against any loss, cost or expense
incurred by such Lender as a result of any failure by the
Borrower to fulfill, on or before the date specified in such
Notice of Borrowing for such Borrowing, the applicable
conditions set forth in Article V, including, without
limitation, any loss, cost or expense incurred by reason of
the liquidation or reemployment of deposits or other funds
acquired by such Lender to fund the Advance to be made by
such Lender as part of such Borrowing when such Advance, as
a result of such failure, is not made on such date.

      (c) Unless the Agent shall have received notice
from a Lender prior to the date of any Borrowing that such
Lender will not make available to the Agent such Lender's
Pro Rata Share of such Borrowing, the Agent may assume that
such Lender has made such portion available to the Agent on
the date of such Borrowing in accordance with and to the
extent provided in subsection (a) of this Section 3.02 and
the Agent may, in reliance upon such assumption, make
available to the Borrower on such date a corresponding
amount; provided, however, that if the Agent has received
such notice from such Lender, the Agent may not make such
assumption and may not make available to the Borrower on
such date such corresponding amount.  If and to the extent
such Lender shall not have so made such Pro Rata Share
available to the Agent, such Lender and the Borrower
severally agree to repay to the Agent forthwith on demand
such corresponding amount together with interest thereon,
for each day from the date such amount is made available to
the Borrower until the date such amount is repaid to the
Agent, at the Federal Funds Rate for such day.  If such
Lender shall repay to the Agent such corresponding amount,
such amount so repaid shall constitute such Lender's Advance
as part of such Borrowing for purposes of this Amended and
Restated Agreement.

      (d) The failure of a Lender to make the Advance
to be made by it as part of any Borrowing shall not relieve
any other Lender of its obligation, if any, hereunder to
make its Advance on the date of such Borrowing, but no
Lender shall be responsible for the failure of any other
Lender to make the Advance to be made by such other Lender
on the date of any Borrowing.

      SECTION 3.03 Conversion or Continuation of Advances.
      (a) The Borrower shall have the option (i) to
convert at any time all or any part of the outstanding Base
Rate Advances comprising the same Borrowing into one or more
Eurodollar Rate Advances, each for an Interest Period
commencing on the applicable Conversion Date; (ii) to
convert on any Interest Period Expiration Date all of the
outstanding Eurodollar Rate Advances comprising the same
Borrowing into one or more Base Rate Advances; or (iii) to
continue on any Interest Period Expiration Date all or any
part of outstanding Eurodollar Rate Advances comprising the
same Borrowing as one or more Eurodollar Rate Advances, each
for an Interest Period commencing on such Interest Period
Expiration Date; provided, however, that (A) if the Borrower
shall not have exercised its options set forth in either
clauses (ii) or (iii) of this Section 3.03(a) with respect
to any Eurodollar Rate Advances comprising a Borrowing by
delivery to the Agent of a Notice of Continuation or
Conversion in accordance with the terms of Section  3.03(b),
the Borrower shall be deemed to have irrevocably elected to
convert such Eurodollar Rate Advances into Base Rate
Advances on the Interest Period Expiration Date for such
Advances,  and (B) if a Default or an Event of  Default  has
occurred and is continuing the Borrower shall not be
entitled to convert Base Rate Advances or continue
Eurodollar Rate Advances.

      (b) Each continuation or conversion of Advances
pursuant to this Section 3.03 shall be made on notice by the
Borrower to the Agent given not later than Noon (Dallas
time) on (i) in the case of the conversion of one or more
Eurodollar Rate Advances into Base Rate Advances, the first
Business Day prior to the date of the proposed conversion,
and (ii) in every other instance, the third Business Day
prior to the date of the proposed conversion or
continuation.  Each such notice of continuation or
conversion (a "Notice of Continuation or Conversion") shall
be by telephone, confirmed immediately in writing (whether
by telecopy, telex, cable or otherwise), in substantially
the form of Exhibit B, specifying therein the requested (i)
date of such continuation or conversion (which shall be a
Business Day); (ii) amount of the Advances to be converted
or continued; (iii) nature of such conversion or
continuation; and (iv) Interest Periods for such Advances,
in the case of a conversion of one or more Base Rate
Advances to a Eurodollar Rate Advance or a continuation of
one or more Eurodollar Rate Advances.  Promptly after
receipt of a notice of Continuation or Conversion (or
telephonic notice in lieu thereof), the Agent shall notify
each Lender by telex, telecopy, telegram, telephone or other
similar form  of transmission, of the proposed continuation
or conversion.

      (c) Each Notice of Continuation or Conversion
shall be irrevocable and binding upon the Borrower.  In the
case of any Advance which the related Notice of Continuation
or Conversion specifies is to be a Eurodollar Rate Advance,
the Borrower shall indemnify each Lender against any loss,
cost or expense incurred by such Lender as a result of any
failure to fulfill on or before the date of the continuation
or conversion specified in such Notice of Continuation or
conversion for such Advance the applicable conditions set
forth in Article V, including, without limitation, any loss,
cost or expense incurred by reason of the liquidation or
reemployment of deposits or other funds acquired by such
Lender to fund such Advance when such Advance is not
converted or continued, as the case may be, on such date.

      SECTION 3.04 Additional Provisions Applicable to
Eurodollar Rate Advances.  Anything in Section 3.02 or 3.03
above to the contrary notwithstanding:

       (a) If any Lender shall notify the Borrower (with a
copy of such notice to the Agent) that the introduction of
or any change in or in the interpretation of any law or
regulation makes it unlawful, or that any central bank or
other Governmental Authority asserts that it is unlawful,
for such Lender or its Eurodollar Lending Office to perform
its obligations hereunder to make Eurodollar Rate Advances
or to fund or maintain Eurodollar Rate Advances hereunder,
the right of the Borrower to select Eurodollar Rate Advances
for any Borrowing or to convert any Base Rate Advances to
Eurodollar Rate Advances shall be suspended until such
Lender shall notify the Borrower (with a copy of such notice
to the Agent) that the circumstances causing such suspension
no longer exist.  Upon any Lender's giving of the notice to
the Borrower referred to in this Section 3.04(a), the
Borrower shall, upon at least one (1) Business Day's written
notice to such Lender (with a copy of such notice to the
Agent), or if permitted by applicable law no later than the
date permitted thereby, in the Borrower's sole discretion,
either (i) prepay, notwithstanding the provisions of Section
3.08 hereof, the principal amount of all outstanding
Eurodollar Rate Advances of such Lender together with
accrued interest thereon to the date of payment; or (ii)
convert, notwithstanding the provisions of Section 3.03, all
Eurodollar Rate Advances of all Lenders then outstanding
into Base Rate Advances.  Upon any such prepayment or
conversion of a Eurodollar Rate Advance, the Borrower shall
reimburse the applicable Lender in respect thereof pursuant
to Section 9.05(b).

      (b) If the Agent shall, on the date of the making of
any requested Borrowing comprised of Eurodollar Rate
Advances, the continuation pursuant to Section 3.03 of any
Eurodollar Rate Advances or the conversion pursuant to
Section 3.03 of any Base Rate Advances, notify the Borrower
that it is unable, for any reason whatsoever, to obtain
timely information for determining the Eurodollar Rate for
such Advances, the right of the Borrower to select
Eurodollar Rate Advances for such Borrowing or any Borrowing
subsequently made, converted or continued shall be suspended
until the Agent shall notify the Borrower that the
circumstances causing such suspension no longer exist and
each Advance requested to be converted into or made or
continued as a Eurodollar Rate Advance shall be a Base Rate
Advance.

      (c) If any Lender shall, at least one (1) Business Day
prior to the date of the making of any requested Borrowing
to be comprised of Eurodollar Rate Advances, the
continuation pursuant to Section 3.03 of any Eurodollar Rate
Advances or the conversion pursuant to Section 3.03 of any
Base Rate Advances, notify the Borrower (with a copy of such
notice to the Agent) that the Eurodollar Rate for such
Advances will not adequately reflect the cost to such Lender
of making or funding such Advances, the right of the
Borrower to select Eurodollar Rate Advances for such
Borrowing or any Borrowing subsequently made, converted or
continued shall be suspended until such Lender shall notify
the Borrower (with a copy of such notice to the Agent) that
the circumstances causing such suspension no longer exist
and each Advance by such Lender requested to be converted
into or made or continued as a Eurodollar Rate Advance shall
be a Base Rate Advance.

      (d) Any Taxes payable by the Agent or any Lender or
ruled (by a Governmental Authority) payable by the Agent or
any Lender in respect of any Loan Document shall, if
permitted by law, be paid by the Borrower, together with
interest and penalties, if any (except for (i) (1) Taxes
imposed on or measured by the overall net income of the
Agent or that Lender, (2) franchise or similar taxes of the
Agent or that Lender, and (3) amounts  requested to be
withheld for Taxes pursuant to the last sentence of Section
3.04(f) and (ii) interest and penalties incurred as a result
of the gross negligence or willful misconduct of the Agent
or any Lender).  The Agent or that Lender (through the
Agent) shall notify the Borrower and deliver to the Borrower
a certificate setting forth in reasonable detail the
calculation of the amount of payable Taxes, which
certificate is conclusive and binding (absent manifest
error), and the Borrower shall promptly pay that amount to
the Agent for its account or the account of that Lender, as
the case may be.  If the Agent or that Lender subsequently
receives a refund of the Taxes paid to it by the Borrower,
then the recipient shall promptly pay the refund to the
Borrower.

      (e) The Borrower Agrees To Indemnify Each Lender
Against, And Pay To It Upon Demand, Any Funding Losses,
Costs or Expenses Described in Section 3.02(b), 3.03(c) or
9.05(b) With Respect To Eurodollar Rate Advances.  The
provisions of and undertakings and indemnification set forth
in this paragraph shall survive the satisfaction and payment
of the Obligations and termination of this Amended and
Restated Agreement.

      (f) Each Lender that is organized under the laws of
any jurisdiction other than the United States of America or
any State thereof (a) represents to the Agent and the
Borrower that (i) no Taxes are required to be withheld by
the Agent or the Borrower with respect to any payments to be
made to it in respect of the Obligations and (ii) it has
furnished to the Agent and the Borrower two duly completed
copies of U.S. Internal Revenue Service Form 4224, Form
1001, Form W-8, or any other tax form acceptable to the
Agent (wherein it claims entitlement to complete exemption
from U.S. federal withholding tax on all interest payments
under the Loan Papers), and (b) covenants to (i) provide the
Agent and the Borrower a new tax form upon the expiration or
obsolescence of any previously delivered form according to
law, duly executed and completed by it, and (ii) comply from
time to time with all laws with regard to the withholding
tax exemption.  If any of the foregoing is not true or the
applicable forms are not provided, then the Borrower and the
Agent (without duplication) may deduct and withhold from
interest payments under the Loan Documents United States
federal income tax at the full rate applicable under law.

      SECTION 3.05 Notes; Repayment.  Each Lender's
Advances shall be evidenced by a Revolving Loan Note
executed by the Borrower and delivered to such Lenders
pursuant to Article V (each such Revolving Loan Note, as the
same may be amended, modified, substituted or supplemented
from time to time being hereinafter referred to individually
as a "Note" and collectively as the "Notes"), substantially
in the form of Exhibit C, in an original principal amount
equal to such Lender's Pro Rata Share of the maximum Advance
Commitment on the date hereof.  Unless the Termination Date
shall have earlier occurred, the Borrower shall repay the
principal amount of the Advances outstanding on the Maturity
Date.

      SECTION 3.06 Interest. The Borrower shall pay
interest on the unpaid principal amount of each Advance from
the date of such Advance until such principal amount shall
be paid in full, at the following rates specified below:

      (a) Base Rate Advances. If such Advance is a
Base Rate Advance, at a rate per annum equal at all times to
the Alternate Base Rate in effect from time to time, payable
monthly in arrears on the last Business Day of each calendar
month and on the date such Base Rate Advance shall be paid
in full; provided, however, that any amount of principal
which is not paid when due (whether at stated maturity, by
acceleration or otherwise) shall bear interest, from the
date on which such amount is due until such amount is paid
in full, payable on demand, at a rate per annum equal at all
times to two percent (2.0%) per annum above the Alternate
Base Rate in effect from time to time.

      (b) Eurodollar Rate Advances.  If such Advance is
a  Eurodollar Rate Advance, at a rate per annum equal at all
times during any Interest Period for such Advance to the sum
of the Applicable Margin plus the Eurodollar Rate for such
Advance for such Interest Period, payable in arrears on the
last day of such Interest Period; provided, however, that
any amount of principal which is not paid when due (whether
at stated maturity, by acceleration or otherwise) shall bear
interest, from the date on which such amount is due until
such amount is paid in full, payable on demand, at a rate
per annum equal at all times to two percent (2.0%) per annum
above the Alternate Base Rate in effect from time to time.

      (c) Default Interest.  Notwithstanding anything
to the contrary in Sections 3.06(a) and 3.06(b), effective
upon the occurrence of an Event of Default and for as long
thereafter as such Event of Default shall be continuing, all
amounts outstanding under the Loan Documents shall bear
interest at a rate per annum equal at all times to two
percent (2.0%) per annum above the Alternate Base Rate in
effect from time to time, payable on demand and, absent
demand, at the times specified in Section 3.06(a) with
respect to Base Rate Advances and at the times specified in
Section 3.06(b) with respect to Eurodollar Rate Advances.

      (d) Rate Adjustment Periods.  Notwithstanding
anything to the contrary in Sections 3.06(a) and 3.06(b) but
subject to Section 3.06(c) above, at all times during a Rate
Adjustment Period, interest on each Eurodollar Rate Advance
shall be at a rate of one-quarter of one percent (0.25%)
below the rate that would otherwise be payable under Section
3.06(b), provided, however, that (A) no reduction in the
interest rate applicable to any Eurodollar Rate Advance
outstanding on the commencement of a Rate Adjustment Period
shall take effect until such Eurodollar Rate Advance has
been continued or converted pursuant to Section 3.03; (B) no
reduction in the interest rate applicable to any Eurodollar
Rate Advance shall reduce such rate below the sum of 1.00%
plus the Eurodollar Rate for such Advance for such Interest
Period; and (C) interest on any amount of principal which is
not paid when due (whether at stated maturity, by
acceleration or otherwise) shall continue to be paid at the
rates otherwise specified in Section 3.06(a) or 3.06(b) for
such past due amounts.

      SECTION 3.07 Additional Interest on Eurodollar Rate
Advances.  The Borrower shall pay to each Lender (or to the
Agent for the account of such Lender) so long as such Lender
shall be required under regulations of the Board of
Governors of the Federal Reserve System to maintain reserves
with respect to liabilities or assets consisting of or
including Eurocurrency Liabilities, additional interest on
the unpaid principal amount of each Eurodollar Rate Advance
of such Lender, from the date of such Advance until such
principal amount is paid in full, at an interest rate per
annum equal at all times to the remainder obtained by
subtracting (i) the Eurodollar Rate for the Interest Period
for such Advance from (ii) the rate obtained by dividing
such Eurodollar Rate by a percentage equal to 100% minus
the Eurodollar Rate Reserve Percentage of such Lender for
such Interest Period, payable on each date on which interest
is payable on such Advance; provided that the Borrower shall
only be responsible for reserve costs incurred by a Lender
not more than 270 days prior to the date on which such
Lender notifies the Borrower thereof.  Such additional
interest so notified to the Borrower (with a copy to the
Agent) by such Lender shall be payable to such Lender (or to
the Agent for the account of such Lender) on the dates
specified for payment of interest for such Advance in
Section 3.06.

      SECTION 3.08 Pre-payments.  The Borrower may prepay
the outstanding amount of any Advance in whole or in part
with accrued interest to the date of such prepayment on the
amount prepaid; provided, however, that (i) notice of any
prepayment of a Eurodollar Rate Advance must be given at
least three (3) Business Days prior to the date of
prepayment; (ii) notice of any prepayment of a Base Rate
Advance must be given not later than 12:00 noon (Dallas
time) on the date of prepayment; (iii) any prepayment of any
Eurodollar Rate Advance shall be made on, and only  on, the
last day of an Interest Period for such Advance; and (iv)
each partial prepayment shall be in a principal amount of
$250,000 and integral multiples of $50,000 in excess of that
amount and, if made after the Termination Date, shall be
applied to the principal installments on each Lender's Note
in the inverse order of their maturities.

      SECTION 3.09 Maximum Interest Rate.  Regardless of
any provision contained in any Loan Document or any document
related thereto, it is the intent of the parties hereto that
neither the Agent nor any Lender contract for, charge, take,
reserve, receive or apply, as interest on all or any part of
the Obligations any amount in excess of the Maximum Rate or
the Maximum Amount or receive any unearned interest in
violation of any applicable law, and, if the Lenders ever do
so, then any excess shall be treated as a partial repayment
or prepayment of principal and any remaining excess shall be
refunded to the Borrower.  In determining if the interest
paid or payable exceeds the Maximum Rate, the Borrower and
the Lenders shall, to the maximum extent  permitted under
applicable law, (a) treat all Borrowings as but a single
extension of credit (and the Lenders and the Borrower agree
that is the case and that provision in this Amended and
Restated Agreement for multiple Borrowings is for
convenience only), (b) characterize any nonprincipal payment
as an expense, fee or premium rather than as interest,
(c) exclude voluntary repayments or prepayments and their
effects, and (d) amortize, prorate, allocate and spread the
total amount of interest throughout the entire contemplated
term of the Obligations.  However, if the Obligations are
paid in full before the end of their full contemplated term,
and if the interest received for its actual period of
existence exceeds the Maximum Amount, the Lenders shall
refund any excess (and the Lenders may not, to the extent
permitted by law, be subject to any penalties provided by
any laws for contracting for, charging, taking, reserving or
receiving interest in excess of the Maximum Amount).  If the
laws of the State of Texas are applicable for purposes of
determining the "Maximum Rate" or the "Maximum Amount," then
those terms mean the "indicated rate ceiling" from time to
time in effect under Article 5069-1.04, Title 79, Revised
Civil Statutes of Texas, as amended.  The Borrower agrees
that Chapter 15, Subtitle 79, Revised Civil Statutes of
Texas, 1925, as amended (which regulates certain revolving
credit loan accounts and revolving tri-party accounts), does
not apply to the Obligations, other than Article 15.10(b).

      SECTION 3.10 Interest Recapture.  If the designated
interest rate applicable to any Borrowing exceeds the
Maximum Rate, the interest rate on that the Borrowing is
limited to the Maximum Rate, but any subsequent reductions
in the designated rate shall not reduce the interest rate
thereon below the Maximum Rate until the total amount of
accrued interest equals the amount of interest that would
have accrued if that designated rate had always been in
effect.  If at maturity (stated or by acceleration), or at
final payment of the Notes, the total interest paid or
accrued is less than the interest that would have accrued if
the designated rates had always been in effect, then, at
that time and to the extent permitted by applicable law, the
Borrower shall pay an amount equal to the difference between
(a) the lesser of the amount of interest that would have
accrued if the designated rates had always been in effect
and the amount of interest that would have accrued if the
Maximum Rate had always been in effect, and (b) the amount
of interest actually paid or accrued on the Notes.

       SECTION 3.11 Extension of Maturity.  If no Default or
Event of Default exists, the Borrower may request one-year
extensions of the then-existing Maturity Date by making such
request to the Agent and each Lender between 90 and 60 days
preceding each anniversary of the date of this Amended and
Restated Agreement.  The then-existing Maturity Date shall
be extended for one year only if (a) the Agent and each
Lender consent in writing to such extension within 30 days
following the Borrower's request (with a failure to respond
by the Agent or any Lender being deemed a denial of such
consent by such party), and (b) the Borrower pays to the
Agent, for the account of the Lenders, within 10 days after
its receipt of such consent, an extension fee equal to one-
eighth of one percent (1/8%) of the then-existing Aggregate
Commitment.

                         ARTICLE IV

                THE LETTER OF CREDIT FACILITY

      SECTION 4.01 The Letters of Credit.  The Agent
agrees, on the terms and conditions hereinafter set forth,
to issue for the account of the Borrower one or more Letters
of Credit in accordance with this Article IV, from time to
time on any Business Day during the period from the date
hereof to the Termination Date in an aggregate face amount
not to exceed the excess of (a) the Letter of Credit
Commitment at such time over (b) the Letter of Credit
Obligations at such time.  Within the limits of the Letter
of Credit Commitment, the Borrower may obtain credit by
having the Agent issue the Letters of Credit being requested
by the Borrower at such time, pay its Obligations with
respect to such Letters of Credit pursuant to Section 4.06,
and again obtain credit by having the Agent issue Letters of
Credit under this Section 4.01.

      SECTION 4.02 Amounts and Terms.  The Agent shall not
have any obligation to issue any Letter of Credit at any
time if the aggregate maximum amount then available for
drawing under Letters of Credit theretofore issued, after
giving effect to the Letter of Credit requested hereunder,
shall exceed any limit imposed by law or regulation upon the
Agent.

      SECTION 4.03 Conditions.  In addition to being
subject to the satisfaction of the conditions contained in
Article V, the obligation of the Agent to issue any Letter
of Credit is subject to the satisfaction in full of the
following conditions:

      (a) the proposed Letter of Credit (including,
without limitation, the level of detail and specificity with
respect to the documents, certificates and drafts to be
presented thereunder) shall be reasonably satisfactory to
the Agent as to form and content;

      (b) as of the date of issuance, no order,
judgment or decree of any Governmental Authority shall
purport by its terms to enjoin or restrain the Agent from
issuing the Letter of Credit, and no law, rule or regulation
applicable to the Agent and no request or directive (whether
or not having the force of law) from any Governmental
Authority with jurisdiction over the Agent shall prohibit or
request that the Agent refrain from the issuance of Letters
of Credit generally or the issuance of that Letter of
Credit; and

      (c) the proposed Letter of Credit shall be
governed by The Uniform Customs and Practice for Documentary
Credits, 1993 Revision, International Chamber of Commerce
Publication No. 500, or any successor thereto, and, as to
matters not covered thereby, shall be governed by the
internal laws and decisions (as distinguished from conflict
of laws principles) of the State of Texas.

      SECTION 4.04 Issuing Letters of Credit.
      (a) Letters of Credit shall be issued upon written
notice by the Borrower to the Agent, given not later than
10:00 A.M. (Dallas time) on the second Business Day prior to
the Business Day on which such Letters of Credit are
requested to be issued, or such lesser time prior to the
requested issuance date as is acceptable to the Agent.  Each
such notice (a "Request for Letters of Credit") shall be in
substantially the form of Exhibit D hereto, specifying
therein (i) the aggregate stated amount of the Letters of
Credit requested, (ii) the effective date (which day shall
be a Business Day) of issuance of such requested Letters of
Credit, (iii) the date on which such requested Letters of
Credit are to expire (which date shall be a Business Day no
more than 18 months following such effective date and shall
in no event be later than the Maturity Date unless the
Borrower deposits with and pledges to the Agent cash or cash
equivalent investments acceptable to the Agent in an amount
equal to the face amount of such Letter of Credit as
collateral security for the Borrower's Obligations in
connection with such Letter of Credit), and (iv) the Person
for whose benefit the requested Letters of Credit are to be
issued.  At the time such request is made, the Borrower
shall also provide the Agent with completed and executed
Letter of Credit Applications and copies of the forms the
Letters of Credit which the Borrower has requested the Agent
to issue.  Each Request for Letters of Credit shall be
irrevocable and binding on the Borrower.

     (b) Promptly after receipt of a Request for Letters of
Credit together with all supporting documentation, the Agent
shall notify each Lender by telex, telecopy, telegram,
telephone or other similar form of transmission of the
proposed issuance of Letters of Credit.  Subject to the
satisfaction of the terms and conditions of this Article IV
and upon fulfillment of the applicable conditions set forth
in Article V, the Agent shall, on the requested date, issue
its Letter of Credit on behalf of the Borrower.

      SECTION 4.05 Paying under Letters of Credit.  In
determining whether to pay under any Letter of Credit, the
Agent shall have no obligation other than to confirm that
documents that appear to comply on their face with the
requirements of such Letter of Credit have been delivered to
it.

      SECTION 4.06 Reimbursement Obligations.  The Borrower
is obligated, and hereby unconditionally agrees, to pay in
immediately available funds to the Agent the amount of each
drawing made under each Letter of Credit on the date of such
drawing (the obligation of the Borrower under this Section
4.06 with respect to any drawing being the "Reimbursement
Obligation" with respect to such drawing).  Any
Reimbursement Obligation with respect to any Letter of
Credit that is not paid by the Borrower to the Agent with
respect to a Letter of Credit at or prior to 1:00 P.M.
(Dallas time) on the date of the drawing giving rise thereto
shall bear interest, payable on demand, from the date of
such drawing until repaid in full to the Agent at a rate per
annum equal at all times to two and one-half percent (2.50%)
per annum above the Alternate Base Rate in effect from time
to time.  In the event of any conflict between the terms of
this Amended and Restated Agreement and any Letter of Credit
Application the terms of this Amended and Restated Agreement
shall control.

      SECTION 4.07 Compensation for Letters of Credit.
      (a)  The Borrower agrees to pay to the Agent, for the
benefit of each Lender, a letter of credit fee ("Letter of
Credit Fee") with respect to each Letter of Credit issued
under this Article IV, payable quarterly in arrears on the
last day of each January, April, July and October and on the
Termination Date, at a per annum rate equal to the
Applicable Margin (the "Letter of Credit Rate"), based on
the average daily undrawn available amount of such Letter of
Credit during such quarter.

      (b)  The Borrower shall, in addition, pay to the Agent
for its own account with respect to each Letter of Credit
issued hereunder (i) upon its issuance, a fronting fee,
equal to one-eighth percent (1/8%) of its face amount,
(ii) upon any drawing under such Letter of Credit, a
negotiation fee with respect to such drawing equal in amount
to $250, and (ii) upon any transfer of or amendment to such
Letter of Credit, a transaction fee equal in amount to $100.

       (c) Notwithstanding the foregoing, effective
immediately upon the occurrence of an Event of Default and
for as long thereafter as such Event of Default shall be
continuing, the Letter of Credit Rate shall be increased to
three and one-eighth percent (3.125%) per annum, payable on
demand and, absent demand, at the times specified in Section
4.07(a).

      SECTION 4.08 Sharing of Payments.  Immediately upon
the Agent's issuance of any Letter of Credit, the Agent
shall be deemed to have sold and transferred to each Lender,
and each Lender shall be deemed irrevocably and
unconditionally to have purchased and received from the
Agent, without recourse or warranty, an undivided interest
and participation (to the extent of such Lender's Pro Rata
Share) in the Letter of Credit and all applicable rights of
the Agent in the Letter of Credit, including rights to cash
collateral pledged under Section 4.11 (other than rights to
receive the fees provided for in the last sentence of
Section 4.07(b)).  If the Borrower does not timely pay any
Reimbursement Obligation, the Agent is irrevocably
authorized to fund the Reimbursement Obligation as a Base
Rate Borrowing and the proceeds of the Base Rate Borrowing
shall be advanced directly to the Agent to pay the
Reimbursement Obligation.  If the Borrower fails to
reimburse the Agent as provided in Section 4.06 and funds
are not advanced to satisfy the Reimbursement Obligation,
the Agent shall promptly notify each Lender of the
Borrower's failure, of the date and amount paid, and of each
Lender's Pro Rata Share of the unreimbursed amount.  Each
Lender shall promptly and unconditionally make available to
the Agent in immediately available funds its Pro Rata Share
of the unpaid Reimbursement Obligation.  Such funds are due
and payable to the Agent before the close of business on (i)
the Business Day the Agent gives notice to each Lender of
the Borrower's reimbursement failure if the notice is
received by a Lender before 2:00 p.m. in the time zone where
such Lender's Domestic Lending Office is located, or (ii) on
the next succeeding Business Day after the Business Day the
Agent gives notice to each Lender of the Borrower's
reimbursement failure, if such notice is received after 2:00
p.m.  All amounts payable by any Lender accrue interest at
the Federal Funds Rate from the day the applicable draft or
draw is paid by the Agent to (but not including) the date
the amount is paid by the Lender to the Agent.

      SECTION 4.09 Documentation.  Upon the request of any
Lender, the Agent shall furnish to such Lender copies of any
Letters of Credit, Letter of Credit Reimbursement
Agreements, and applications for any Letter of Credit to
which the Agent is party and such other documentation as may
reasonably be requested by such Lender.

      SECTION 4.10 Indemnification; Exoneration.
      (a) In addition to amounts payable as elsewhere
provided in this Article IV, and without limitation of the
Borrower's obligations pursuant to Section 9.05, the
Borrower hereby agrees to protect, indemnify, pay and save
the Agent and each Lender harmless from and against any and
all claims, demands, liabilities, damages, losses, costs,
charges and expenses (including reasonable attorneys' and
paralegals' fees) which the Agent or any of the Lenders may
incur or be subject to as a consequence, direct or indirect,
of the failure of the Agent to honor a drawing  under any
Letter of Credit as a result of any act or omission, whether
rightful or wrongful, of any present or future de jure or defacto
Governmental Authority (all such acts or omissions
being hereinafter referred to collectively as "Governmental
Acts").

      (b) As among the Borrower, the Agent and any of the
Lenders, the Borrower assumes all risks of the acts and
omissions of, or misuse of any of the Letters of Credit by,
the respective beneficiaries of such Letters of Credit.  In
furtherance and not in limitation of the foregoing, the
Agent and the Lenders shall not be responsible for: (i) the
form, validity, sufficiency, accuracy, genuineness or legal
effect of any document submitted by any Person in connection
with the application for and issuance of any of the Letters
of Credit, even if it should in fact prove to be in any or
all respects invalid, insufficient, inaccurate, fraudulent
or forged; (ii) the validity or sufficiency of any
instrument transferring or assigning or purporting to
transfer or assign any Letter of Credit or the rights or
benefits thereunder or proceeds thereof, in whole or in
part, which may prove to be invalid or ineffective for any
reason; (iii) the failure of the beneficiary of any Letter
of Credit to comply fully with the conditions required in
order to draw upon such Letter of Credit, other than
conditions expressly stated in such Letter of Credit; (iv)
errors, omissions, interruptions or delays in transmission
or delivery of any messages, by mail, cable, telegraph,
telex or otherwise, whether or not they be in cipher; (v)
errors in interpretation of technical terms; (vi) any loss
or delay in the transmission or otherwise of any document
required in order to make a drawing under any Letter of
Credit or of the proceeds thereof; (vii) the misapplication
by the beneficiary of a Letter of Credit of the proceeds of
any drawing under such Letter of Credit; or (viii) any
consequences arising from causes beyond the control of the
Agent or any of the Lenders, including, without limitation,
any Government Acts.  None of the above shall affect,
impair, or prevent the vesting of the Agent's or any
Lender's rights or powers under this Section 4.10.

      (c) In furtherance and extension, and not in limitation,
of the specific provisions set forth above, any action
taken or omitted by the Agent under or in connection with
any of the Letters of Credit issued by the Agent or any
related certificates, if taken or omitted in good faith
shall not result in any liability of the Agent to the
Borrower.

      SECTION 4.11 Termination of Letters of Credit; Cash
Collateral.  The Agent may, at any time upon or following
the occurrence of an Event of Default at its sole option,
request that the Borrower deposit with the Agent, and upon
any such request the Borrower shall forthwith deposit with
and pledge to the Agent, cash or cash equivalent investments
acceptable to the Agent in an amount equal to the undrawn
face amount of any Letters of Credit that remain outstanding
from time to time thereafter as collateral security for the
Borrower's Obligations in connection with such Letters of
Credit.  The right of the Agent to require, and the
Obligation of the Borrower to provide, collateral security
shall continue to exist notwithstanding the release of any
other collateral security by the Agent or any of the Lenders
at any time.  If the Borrower does not immediately deposit
such collateral security with the Agent upon any such
request, the Agent is hereby irrevocably authorized by the
Borrower to fund such collateral security by making a Base
Rate Advance in the amount thereof and depositing the
proceeds of such Advance in a cash collateral account with
the Agent.

                           ARTICLE V

             CONDITIONS OF EXTENSIONS OF CREDIT

      SECTION 5.01 Conditions Precedent to Initial Extension
of Credit.  The obligation of each Lender to make its
Pro Rata Share of the initial extension of credit under this
Amended and Restated Agreement (whether in the form of an
Advance or a Letter of Credit) is subject to the following
conditions precedent:

      (a) The Agent shall have received such documents,
instruments and agreements in furtherance of the financing
transaction contemplated in the Loan Documents, each in form
and substance satisfactory to the Agent and its counsel, as
the Agent shall reasonably request, including, without
limitation, those described on the List of Closing Documents
attached hereto as Exhibit F.

      (b) No law or regulation affecting the Agent's or
any Lender's entering into the financing transaction
contemplated by the Loan Documents shall impose upon the
Agent or any of the Lenders any material obligation, fee,
liability, cost, expense or damages.

      SECTION 5.02 Conditions Precedent to Each Extension
of Credit, Conversion or Continuation.  The obligation of
each Lender to make any Advance, to issue any Letter of
Credit, or to convert or continue any Advance as described
in Section 3.03 on the occasion of each such extension of
credit (including the initial extension of credit
hereunder), conversion or continuation shall be subject to
the further conditions precedent that on the date of such
extension of credit, conversion or continuation:

      (a)  The following statements shall be true (and
each of the giving of the applicable Notice of Borrowing,
Request for Letter of Credit or Notice of Continuation or
Conversion, as applicable, and the acceptance by the
Borrower of the proceeds or other benefits of the requested
extension of credit, conversion or continuation shall
constitute a representation and warranty by the Borrower
that on the date of such extension of credit, conversion or
continuation such statements are true):

          (i) The representations and warranties contained
     in Section 6.01 are correct on and as of the date of such
     extension of credit, conversion or continuation before and
     immediately after giving effect to such extension of credit,
     conversion or continuation and to the application of the
     proceeds or other benefits thereof, as though made on and as
     of such date; and

          (ii) No event has occurred and is continuing, or
     would result from such extension of credit, conversion or
     continuation or from the application of the proceeds or
     other benefits thereof, that constitutes a Default or an
     Event of Default.

      (b)  The Lenders shall have received such other approvals,
opinions or documents as the Lenders may reasonably request.

                          ARTICLE VI

               REPRESENTATIONS AND WARRANTIES

      SECTION 6.01 Representations and Warranties of the
Borrower.  The Borrower represents and warrants to the Agent
and each Lender that the following statements are true,
correct and complete as of the date of this Amended and
Restated Agreement and as of the date of each reaffirmation
thereof made pursuant to Section 5.02(a)(i):

      (a) The Borrower (i) is a corporation duly
organized, validly existing and in good standing under the
laws of the State of Colorado, and is duly qualified to do
business, and is in good standing as a foreign corporation,
in each jurisdiction in which such qualification is
necessary or proper in view of its business and operations
or the ownership of its properties; (ii) does not own any
material amount of capital stock of, or have any other
material equity investment in, any Person other than its
wholly-owned subsidiary, Vicorp Restaurants, Inc., a
corporation duly organized, validly existing and in good
standing under the laws of the State of Delaware, and the
Borrower's ownership of 100,004 shares of Preferred Stock
issued by a single issuer in replacement of a subordinated
debenture in the original principal amount of $10,000,000
and (iii) has not (nor has any subsidiary) used or
transacted business under any other corporate or trade name
in the past five years, except as disclosed on Schedule
6.01(a).

      (b) The execution, delivery and performance by
the Borrower of the Loan Documents are within the Borrower's
corporate powers, have been duly authorized by all necessary
corporate action, and do not contravene (i) the Borrower's
charter or by-laws; or (ii) any law or any contractual
restriction binding on or affecting the Borrower.

      (c) No authorization or approval or other action
by, and no notice to or filing with, any Governmental
Authority or regulatory body is required for the due
execution, delivery and performance by the Borrower of the
Loan Documents.

      (d) The Loan Documents are legal, valid and
binding obligations of the Borrower enforceable against the
Borrower in accordance with their respective terms.

      (e) The consolidated balance sheet of the
Borrower and its subsidiaries as at July 31, 1997, and the
related consolidated statement of income and retained
earnings of the Borrower and its subsidiaries for the three
fiscal quarters then ended, copies of which have been
furnished to the Agent and each Lender, fairly present the
financial condition of the Borrower and its subsidiaries on
a consolidated basis as at such date and the results of the
operations of the Borrower and its subsidiaries an a
consolidated basis for the period ended on such date, all in
accordance with GAAP consistently applied, and since July
31, 1997, there has been no material adverse change in such
condition or operations, or in the financial condition or
operations of the Borrower and its subsidiaries.

      (f) There is no pending or threatened action or
proceeding affecting the Borrower or any of its subsidiaries
before any Governmental Authority or arbitrator, which
action or proceeding (i) may materially adversely affect the
financial condition or operations of the Borrower and its
subsidiaries on a consolidated basis or (ii) purports to
affect the legality, validity or enforceability of any Loan
Document.

      (g) Neither the Borrower nor any of its subsidiaries
is in violation of (i) any applicable statute,
regulation, rule, ordinance or permit of any Governmental
Authority or (ii) any patent, patent application, copyright,
trademark, trademark application, trade name, or license of
any Governmental Authority, in each case, in any respect
that may materially adversely affect the financial condition
or operations of the Borrower and its subsidiaries on a
consolidated basis.  The Borrower possesses adequate
licenses, permits and other governmental approvals and
authorization and adequate patents, trademarks, copyrights,
trade names and licenses to continue to conduct its business
as heretofore conducted by it.

      (h) Neither the Borrower nor any of its subsidiaries
is in default with respect to any note, indenture,
loan agreement, mortgage, lease, deed or other similar
agreement relating to the borrowing of monies to which it is
a party or by which it is bound, which default may
materially adversely affect the financial condition or
operations of the Borrower or any of its subsidiaries.

      (i) All of the Borrower's and its subsidiaries'
respective property, tangible and intangible, is free and
clear of all Liens, except as specifically permitted by
Section 7.02(a).

      (j) The Borrower and each of its subsidiaries
have filed all Tax returns and other reports they are
required by law to file and have paid all Taxes that are due
and payable, other than those being contested in good faith
by appropriate proceedings diligently conducted and for
which adequate cash and financial reserves have been
established.

      (k) Without limiting the representations and
warranties set forth in Section 6.01(g), neither the
Borrower nor any of its subsidiaries has received notice to
the effect or is otherwise aware that its operations are not
in material compliance with all of the requirements of
applicable federal, state and local environmental, health
and safety statutes and regulations or the subject of or
likely to become the subject of any federal or state
investigation evaluating whether any remedial action is
needed to respond to a release of any Contaminant into the
environment, which non-compliance or remedial action could
have a material adverse effect on the business, operations,
properties, assets or condition (financial or otherwise) of
the Borrower or any of its subsidiaries.

      (l) No Plan has any Unfunded Liabilities.  Each
Plan complies in all material respects with all applicable
requirements of law and regulations; no Reportable Event has
occurred with respect to any Plan; neither the Borrower nor
any of its subsidiaries has withdrawn from any Plan or
initiated steps to do so; and no steps have been taken to
terminate any Plan.

      (m) None of the Borrower or any of its ERISA
Affiliates maintains any employee welfare benefit plans
within the meaning of Section 3(l) of ERISA that provides
benefits to employees after termination of employment other
than as required by Section 601 of ERISA.

      (n) The Borrower is not engaged in the business
of extending credit for the purpose of purchasing or
carrying margin stock (within the meaning of Regulation U
issued by the Board of Governors of the Federal Reserve
System), and no proceeds of any extension of credit
hereunder will be used to purchase or carry any margin stock
or to extend credit to others for the purpose of purchasing
or carrying any margin stock.

                           ARTICLE VII

                  COVENANTS OF THE BORROWER

      SECTION 7.01 Affirmative Covenants.  The Borrower
covenants to Agent and each Lender that, so long as any Obligation
shall remain unpaid or any Lender shall have any
Commitment hereunder, the Borrower will, unless the Majority
Lenders shall otherwise consent in writing:

      (a) Compliance with Laws, Etc. Comply, and cause
each of its subsidiaries to comply, in all material respects
with all applicable laws, rules, regulations, orders,
ordinances and decrees, such compliance to include, without
limitation, paying before the same become delinquent all
Taxes, recordation charges, rates, dues, fees, fines,
impositions, liabilities, obligations and encumbrances
imposed upon it or upon any of its property except to the
extent contested in good faith and with respect to which
adequate (as determined by independent public accountants
having a national reputation) reserves shall have been
established.  Without limiting the generality of the
foregoing, the Borrower (i) will conduct, and will cause
each of its subsidiaries to conduct, its business so as to
comply in all material respects with all applicable
environmental, health and safety laws and regulations in all
jurisdictions in which it is or may at any time be doing
business, including, without limitation, the Federal
Resource Conservation and Recovery Act, the federal Comprehensive
Environmental Response, Compensation and Liability
Act, the federal Clean Water Act, the federal Clean Air Act
and the federal Occupational Safety and Health Act; and (ii)
will establish, maintain and operate, and will cause each
ERISA Affiliate to establish, maintain and operate, all
Plans to comply in all material respects with the provisions
of ERISA, IRC, all other applicable laws and all regulations
and interpretations thereunder.

      (b) Reporting Requirements.  Furnish to each Lender:
           (i) as soon as available and in any event within
     forty-five (45) days after the end of each fiscal quarter of
     the Borrower, consolidated (and, if the Borrower at any time
     has any operating subsidiaries, consolidating) balance
     sheets of the Borrower and its subsidiaries as of the end of
     such quarter consolidated (and, if the Borrower at any time
     has any operating subsidiaries, consolidating) statements of
     income and retained earnings of the Borrower and its
     subsidiaries for such quarter and for the period commencing
     at the end of the previous fiscal year and ending with the
     end of such quarter, all in accordance with GAAP
     consistently applied, certified by the chief financial
     officer of the Borrower on behalf of the Borrower and, in
     the case of quarter-end statements with respect to which a
     review shall have been undertaken by public accountants,
     accompanied by a summary of the review report rendered by
     such accountants;

           (ii) as soon as available and in any event within
     ninety (90) days after the end of each fiscal year of the
     Borrower, a copy of the annual report for such year for the
     Borrower and its subsidiaries, containing consolidated
     financial statements for such year all in accordance with
     GAAP consistently applied, certified by independent public
     accountants having a national reputation in a manner
     acceptable to the Agent;

           (iii) together with the financial statements
     required to be delivered under Sections 7.01(b)(i) and (ii),
     a certificate of the president, chief financial officer or
     treasurer of the Borrower demonstrating compliance with the
     financial covenants set forth in Section 7.03 for and as at
     the end of such quarter or year, as applicable, setting
     forth the calculations made by such officer to determine
     such compliance, and certifying on behalf of the Borrower
     that no Default or Event of Default shall have occurred
     during such quarter or year, as applicable (or as of the end
     of such quarter or year, as applicable, in the case of a
     Default or Event of Default consisting of a breach of the
     financial covenants set forth in Section 7.03), or, if any
     Default or Event of Default shall have occurred for or
     during such quarter or year, as applicable, describing the
     nature thereof and the procedures that the Borrower shall
     have taken or proposes to take with respect thereto;

           (iv) as soon as possible and in any event within
     five (5) days after the occurrence of each Default, Event of
     Default or other development, financial or otherwise, which
     might materially adversely affect the business, properties
     or affairs of the Borrower or any of its subsidiaries or the
     ability of the Borrower to repay the Obligations, a
     statement of the chief financial officer of the Borrower
     setting forth details of such Default, Event of Default or
     other development and the action which the Borrower has
     taken and proposes to take with respect thereto;

           (v) promptly after the sending or filing thereof,
     copies of all reports which the Borrower sends to any of its
     security holders, and copies of all reports and registration
     statements which the Borrower or any subsidiary files with
     the SEC or any national securities exchange;

           (vi) before the beginning of each fiscal year of
     the Borrower, financial and operations projections with
     respect to such fiscal year, including, without limitation,
     pro forma financial statements prepared on a basis
     consistent with the most recent financial statements
     delivered to the Lenders in accordance with Sections
     7.01(b)(i) and (ii), all in such detail as the Agent may
     reasonably request;

           (vii) within two hundred seventy (270) days after
     the close of each fiscal year, a statement of the Unfunded
     Liabilities of each Plan, certified as correct, to the
     extent applicable, by any actuary enrolled under ERISA;

           (viii) as soon as possible and in any event within
     ten (10) days after the Borrower or any of its subsidiaries
     knows that any Reportable Event has occurred with respect to
     any Plan, a statement, signed by the chief financial officer
     of the Borrower, describing such Reportable Event and the
     action which the Company proposes to take with respect
     thereto;

           (ix) as soon as possible and in any event within
     ten (10) days after receipt thereof by the Borrower or any
     of its subsidiaries, a copy of (i) any notice or claim to
     the effect that the Borrower or any such subsidiary is or
     may be liable to any Person as a result of the release by
     the Borrower, any of its subsidiaries, or any other Person
     of any toxic or hazardous waste or substance into the
     environment, and (ii) any notice alleging any violation of
     any federal, state or local environmental, health or safety
     law or regulation by the Borrower or any of its
     subsidiaries; provided, however, that the Borrower shall not
     be required to furnish to the Agent any such notice
     resulting from any routine OSHA or health inspection to
     which the Borrower or any of its subsidiaries is subject by
     virtue of its respective activities in the food service
     industry, unless any violation described in such notice
     might have a material adverse effect on the financial
     condition or operations of the Borrower or any subsidiary;
     and

           (x) such other information respecting the condition or
     operations, financial or otherwise, of the Borrower
     or any of its subsidiaries as the Agent may from time to
     time reasonably request, all in such detail as the Agent may
     reasonably request.

      (c) Preservation of Corporation Existence, Etc.
Except as otherwise permitted under Subsection 7.02(d),
preserve and maintain, and cause each of its subsidiaries to
preserve and maintain, its corporate existence, rights,
franchises and privileges in the jurisdiction of its
incorporation, and qualify and remain qualified and in good
standing, and cause each of its subsidiaries to qualify  and
remain qualified and in good standing, as a foreign
corporation in each jurisdiction in which such qualification
is necessary or proper in view of its business and
operations or the ownership of its properties.

      (d) Maintenance of Insurance.  Maintain, and
cause each of its subsidiaries to maintain, insurance with
responsible and reputable insurance companies or
associations in such amounts as are usually carried, and
covering such risks as are ordinarily insured against, by
Persons engaged in similar businesses and owning similar
properties in the same general areas in which the Borrower
and each such subsidiary operate; and comply, and cause each
subsidiary to comply, with all conditions and requirements
necessary to maintain such insurance in effect.

      (e) Maintenance of Properties, Etc. Maintain and
preserve, and cause each of its subsidiaries to maintain and
preserve, all of its properties, necessary or useful in the
proper conduct of its business, in good working order and
condition, ordinary wear and tear excepted, and maintain all
assets, permits, licenses, privileges, franchises,
concessions, privileges, patents, trademarks, copyrights,
and trade names necessary to conduct its business as
heretofore conducted by it.

      (f) Visitation Rights.  At any reasonable time
and from time to time, permit the Lenders or any agent or
representative thereof to visit and inspect any of the
properties of the Borrower or any of its subsidiaries, to
examine and make copies of and abstracts from the records
and books of account of the Borrower or any of its
subsidiaries, and to visit and discuss the affairs, finances
and accounts of the Borrower or any of its subsidiaries with
any of their respective officers or with any of those of
their respective directors that are involved in the
operations of the Borrower's or such subsidiary's business.

      (g) Maintenance of Records.  Maintain, and cause
each of its subsidiaries to maintain, books and records with
respect to accounting matters in accordance with generally
accepted accounting principles consistently applied and in
detail sufficient to provide the Lenders the information
required pursuant to Section 7.01(b).

      (h) Condemnation.  Notify the Agent, immediately
upon learning of the institution of any proceeding for the
condemnation or other taking of all or any part of any of
the Borrower's real property or interests in real property
if the property or interests involved have a book value in
excess of $1,000,000  (regardless of the value of the
specific portion subject to such proceeding), of the
pendency of such proceeding and keep the Agent reasonably
informed with respect to such proceeding as it progresses.

      (i) Destruction of Real Property.  Notify the
Agent immediately of any material damage to or material loss
or destruction of the Borrower's real property or interests
in real property with a book value in excess of $1,000,000,
setting forth the nature and extent of such destruction.

      (j) Use of Proceeds.  The Borrower will use the
proceeds of the Advances only to repay its obligations under
the NationsBank Agreement, for working capital, capital
expenditures and other general corporate purposes, and for
Permitted Asset Acquisitions.

      SECTION 7.02 Negative Covenants.  The Borrower
covenants to Agent and each Lender that, so long as any
Obligation shall remain unpaid or any Lender shall have any
Commitment hereunder, the Borrower will not, unless the
Majority Lenders shall otherwise consent in writing:

      (a) Liens, Etc.
           (i) Enter into or suffer to exist, or permit any
     of its subsidiaries to enter into or suffer to exist, any
     arrangement that directly or indirectly prohibits the
     Borrower or any of its subsidiaries from creating or
     incurring any Lien upon or with respect to any of its
     property, other than the Loan Documents, leases that
     prohibit Liens  on the property leased and documents
     governing transactions described in clause (a)(ii)(C) below
     that prohibit Liens on the property or asset which is the
     subject of such transaction; or

           (ii) Create or suffer to exist, or permit any of
     its subsidiaries to create or suffer to exist, any Lien
     (other than the interest of the lessor under any Operating
     Lease) upon or with respect to any of its property, whether
     now owned or hereafter acquired, or assign, or permit any of
     its subsidiaries to assign, any right to receive income, in
     each case to secure or provide for the payment of any Debt
     of any Person, other than:

                (A) Liens securing Taxes or the claims or demands
          of materialmen, mechanics, carriers, warehousemen, landlords
          and other like persons, which in any such case (1) are not
          delinquent or (2) are being contested diligently and in good
          faith, provided that in the latter case the Borrower or the
          applicable subsidiary has established adequate reserves
          therefor and that neither the Borrower's nor any
          subsidiary's title to and right to use its property is
          materially and adversely affected by the nonpayment of such
          Tax, claim or demand;

                (B) Permitted Existing Liens;

                (C) Liens existing on such property at the time
          of its acquisition (other than any such Liens created in
          contemplation of such acquisition), and Liens on fixed
          assets of the Borrower or any of its subsidiaries acquired,
          constructed or improved after the date hereof which are
          created contemporaneously with such acquisition,
          construction or improvement to secure the purchase price of
          such property or the cost of such construction or
          improvement, and Liens on fixed assets of the Borrower or
          any of its subsidiaries arising in connection with sale and
          leaseback transactions entered into by the Borrower or any
          of its subsidiaries after the date hereof; provided,
          however, that no Lien of the kind described in this clause
          (C) shall extend to or cover any property or asset of the
          Borrower or any subsidiary of the Borrower other than the
          property or asset so acquired or the construction or
          improvement so procured; and

                (D) any extension, renewal or replacement, in whole or in part
          of any of the Liens referred to in the foregoing clauses (A) 
          through (C), inclusive; provided, however, that the amount of Debt
          secured by any such extension, renewal or replacement Lien shall
          not exceed the amount of such Debt secured immediately prior to such
          extension, renewal or replacement and such extended,
          renewed, or replaced Lien shall be limited to the property
          or assets covered by the Lien existing immediately prior to
          such extension, renewal or replacement;

provided, however, that notwithstanding anything to the
contrary in this Section 7.02(a), the aggregate amount of
Debt of the Borrower or any of its subsidiaries (including,
without limitation, Capital Lease Obligations of the
Borrower or any of its subsidiaries) secured by any of the
Liens referred to in the foregoing clauses (B) and (C), plus
all Guarantees permitted by Section 7.02(e) (whether or not
secured) shall not at any time exceed $24,000,000.

      (b) Debt. (i) Prepay or permit any of its
subsidiaries to prepay, any of its Debt, other than (A) the
Obligations and (B) Debt other than as  described in the
foregoing clause (i)(A) in an amount not to exceed
$5,000,000 in any fiscal year; or (ii) create, incur, assume
or suffer to exist, or permit any of its subsidiaries to
incur, assume or suffer to exist, any Debt, except for (A)
the Obligations, (B) Permitted Existing Debt, (C) Debt
secured by Liens upon the property of the Borrower or any of
its subsidiaries permitted pursuant to Section 7.02(a), and
(D) Permitted Franchise Guarantees.

      (c) Dividends, Etc. Declare or make any dividend
payment or other distribution of assets, properties, cash,
rights, obligations or securities on account of any shares
of any class of capital stock of the Borrower, or purchase,
redeem or otherwise acquire for value (or permit any of its
subsidiaries to do so) any shares of any class of capital
stock of the Borrower or any warrants, rights or options to
acquire any such shares, now or hereafter outstanding, or
make any other distribution in respect of any shares of such
capital stock, or agree to any of the foregoing, if
immediately after giving effect to such proposed action, a
Default or Event of Default would exist.

      (d) Mergers, Etc. Merge or consolidate with or
into, or convey, transfer, lease or otherwise dispose of
(whether in one transaction or in a series of transactions)
all or substantially all of its assets (whether now owned or
hereafter acquired) to, or acquire all or substantially all
of the assets or capital stock of, any Person, or enter into
an agreement to do any of the foregoing, or permit any of
its subsidiaries to do so, except that (i) the Borrower may
acquire the assets of any Person pursuant to a Permitted
Asset Acquisition, (ii) any subsidiary of the Borrower may
merge or consolidate with or into, or transfer assets to, or
acquire assets of, any other subsidiary of the Borrower, and
(iii) any subsidiary of the Borrower may merge into or
transfer assets to the Borrower; provided, however, that at
the time of any transaction permitted under any of the
foregoing clauses (i), (ii) and (iii), and immediately after
giving effect to such transaction, no Default or Event of
Default would exist.

      (e) Guarantees; Assumption of Obligations;
Contingent Liabilities.  Guarantee or assume the obligations
of any Person, including any subsidiaries of the Borrower,
or create or suffer to exist any other contingent liability,
or permit any subsidiary of the Borrower to do any of the
foregoing, other than (i) guarantees by endorsement of
negotiable instruments for deposit or collection or similar
transactions in the ordinary course of business, (ii)
Permitted Franchisee Guarantees of up to $10,000,000, and
(iii) existing guarantees as disclosed on Schedule 7.02(b).

      (f) Transactions with Affiliates.  Enter into, or
be a party to any transaction with one of the Borrower's
Affiliates, except in the ordinary course of business and
pursuant to the reasonable requirements of the Borrower's
business and upon fair and reasonable terms which are no
less favorable to the Borrower than the Borrower would
obtain in a comparable arm's-length transaction with a
Person not the Borrower's Affiliate.

      (g) Transactions Detrimental to Business, Etc.
Enter into any transaction which materially and adversely
affects its business, property, assets, operation, condition
(financial or otherwise), any collateral security for the
Obligations or the Borrower's ability to perform its
obligations under this Amended and Restated Agreement or to
repay the Obligations.

      (h) Dispositions of Assets.
           (i) Sell, lease, assign, transfer or otherwise
     dispose of any real property (or enter into an agreement to
     do any of the foregoing), or permit any of its subsidiaries
     to sell, lease, assign, transfer or otherwise dispose of any
     real property (or enter into an agreement to do any of the
     foregoing), except for the properties described on Schedule
     7.02(h), without the prior written consent of all of the
     Lenders; or

           (ii) Sell, lease, assign, transfer or otherwise
     dispose of any other asset (or enter into an agreement to do
     any of the foregoing), or permit any of its subsidiaries to
     sell, lease, assign, transfer or otherwise dispose of any
     other asset (or enter into an agreement to any of the
     foregoing), other than:

                (A) the sale of inventory in the ordinary course
          of the Borrower's or such subsidiary's business;

                (B) the sale or other disposition of assets of
          the Borrower or such subsidiary which are obsolete or no
          longer used or usable in the business of the Borrower or
          such subsidiary; and

                (C) the sale or other disposition of assets of
          the Borrower or such subsidiary other than of the kind
          described in clause (A) or (B) above; provided, however,
          that the value of all such other assets sold or otherwise
          disposed of during any fiscal year pursuant to this clause
          (C) shall not exceed $10,000,000, and provided further that
          in the event that the proceeds of such dispositions exceed
          $2,000,000 in the aggregate during any fiscal year, the
          Aggregate Commitment shall be permanently reduced by such
          excess and the Borrower shall make an immediate mandatory
          prepayment of the Obligations equal to the amount by which
          the Aggregate Outstandings exceed such reduced Aggregate
          Commitment.

      (i) ERISA. (i) Engage, or permit any ERISA
Affiliate to engage, in any prohibited transaction described
in Section 406 of ERISA or 4975 of the IRC for which a
statutory or class exemption is not available or a private
exemption has not been previously obtained from the DOL;
(ii) permit to exist any accumulated funding deficiency (as
defined in Sections 302 of ERISA and 412 of the IRC),
whether or not waived; (iii) fail, or permit any ERISA
Affiliate to fail, to pay timely required contributions or
annual installments due with respect to any waived funding
deficiency to any Benefit Plan; (iv) terminate, or permit
any ERISA Affiliate to terminate, any Benefit Plan which
would result in any liability of the Borrower or any ERISA
Affiliate under Title IV of ERISA; (v) fail, or permit any
ERISA Affiliate to fail, to make any contribution or payment
to any Multiemployer Plan which the Borrower or any ERISA
Affiliate may be required to make under any agreement
relating to such Multiemployer Plan, or any law pertaining
thereto; (vi) fail, or permit any ERISA Affiliate to fail,
to pay any required installment or any other payment
required under Section 412 of the IRC on or before the due
date for such installment or other payment; (vii) amend, or
permit any ERISA Affiliate to amend, a Plan resulting in an
increase in current liability for the plan year such that
the Borrower or any ERISA Affiliate is required to provide
security to such Plan under Section 401(a)(29) of the IRC.
     (j) Restrictions on Operating Leases.  Become, or
permit any of its subsidiaries to become, liable in any way
whatsoever under any Operating Lease in any fiscal year,
unless, immediately after giving effect to the incurrence of
liability with respect to such Operating Lease, projected
Consolidated Rental Payments for such fiscal year and each
succeeding fiscal year do not exceed $20,000,000 per fiscal
year.

      (k) Loans, Advances and Investments.   Not make
and not permit any subsidiary to make any loan, advance,
extension of credit or capital contribution to, make any
investment in, or purchase or commit to purchase any stock
or other securities or evidences of Debt of, or interests
in, any other Person, other than: (i) expense accounts for
and other advances to its directors, officers and employees
in the ordinary course of business up to an aggregate amount
of $500,000 outstanding at any time; (ii) marketable
obligations issued or unconditionally guaranteed by the
United States Government or issued by any of its agencies
and backed by the full faith and credit of the United States
of America, in each case maturing within one year from the
date of acquisition (and investments in mutual funds
investing primarily in those obligations); (iii) short-term
investment grade domestic and eurodollar certificates of
deposit or time deposits that are fully insured by the
Federal Deposit Insurance Corporation or are issued by
commercial banks organized under the Laws of the United
States of America or any of its states having combined
capital, surplus, and undivided profits of not less than
$100,000,000 (as shown on its most recently published
statement of condition); (iv) commercial paper and similar
obligations rated "P-1" or better by  Moody's Investors
Services, Inc., or "A-1" or better by Standard & Poors
Ratings Group (a division of McGraw Hill, Inc.);
(v) investments in, and advances to, wholly-owned
subsidiaries, or by a wholly-owned subsidiary in or to its
parent; (vi) readily marketable tax-free municipal bonds of
a domestic issuer rated "aaa" or better by Moody's Investors
Service, Inc., or "AAA" or better by Standard & Poors
Ratings Group (a division of McGraw Hill, Inc.), and
maturing within one year from the date of issuance (and
investments in mutual funds investing primarily in those
bonds); (vii) promissory notes up to an aggregate amount of
$3,000,000 outstanding at any time accepted as consideration
for the disposition of properties described on Schedule
7.02(h); (viii) demand deposit accounts maintained in the
ordinary course of business; (ix) current trade and customer
accounts receivable that are for goods furnished or services
rendered in the ordinary course of business and that are
payable in accordance with customary trade terms; and (x)
Permitted Asset Acquisitions.

      SECTION 7.03 Financial Covenants.  The Borrower
covenants to the Agent and each Lender that so long as any
Obligation shall remain unpaid or any Lender shall have any
obligation hereunder, the Borrower will, unless the Majority
Lenders shall otherwise consent in writing:

      (a) Maximum Adjusted Debt to EBITDAR Ratio.
Maintain a ratio, determined as of the last day of each
fiscal quarter, of (i) Adjusted Debt as of such date to (ii)
Adjusted Consolidated EBITDAR for the four fiscal quarters
ending on such date of no more than 3.50 to 1.

      (b) Minimum Consolidated Tangible Net Worth.
Maintain Consolidated Tangible Net Worth, determined as of
the last day of each fiscal quarter, of at least (i)
$115,000,000, plus (ii) an amount equal to the  greater of
zero (0) and fifty percent (50%) of the consolidated net
earnings after taxes of the Borrower and its subsidiaries
determined in accordance with GAAP for the period (taken as
a single accounting period) from and including November 1,
1996, to and including such day, plus (iii) an amount equal
to seventy-five percent (75%) of any Net Equity Issuance
Proceeds for the period (taken as a single accounting
period) from and including November 1, 1996, to and
including such day.

      (c) Maximum Consolidated Capital Expenditures.
Not make or incur, and not permit any of its consolidated
subsidiaries to make or incur, Consolidated Capital
Expenditures, in any fiscal year in excess of $25,000,000;
provided that in the event the actual Consolidated Capital
Expenditures made or incurred during the applicable fiscal
year are less than $25,000,000 (such difference being
referred to as a "Carry-Over Amount"), the permitted amount
solely with respect to the immediately succeeding fiscal
year shall be increased by the lesser of (i) $5,000,000 and
(ii) such Carry-Over Amount.

      (d) Minimum Fixed Charge Coverage Ratio.
Maintain a ratio of (i) Adjusted Consolidated EBITDAR to
(ii) Consolidated Fixed Charges, determined as of the last
day of each fiscal quarter for the twelve month period
ending on such day, of at least 1.50 to 1.

      (e) Maximum Debt to Capitalization Ratio.
Maintain a ratio of (i) the sum of (A) Consolidated Funded
Debt, plus (B) Capital Lease Obligations of the Borrower and
its subsidiaries to (ii) the sum of (X) Consolidated Funded
Debt, plus (Y) Consolidated Net Worth, plus (Z) Capital
Lease Obligations of the Borrower and its subsidiaries, in
each case, determined as of the last day of each fiscal
quarter, of no more than 0.40 to 1.

                           ARTICLE VIII

                      EVENTS OF DEFAULT

      SECTION 8.01 Events of Default.  If any of the
following events ("Events of Default") shall occur and be
continuing:

      (a) either (i) the Borrower shall fail to make
any payment of principal on the Advances when the same
becomes due, or (ii) the Borrower shall fail to make any
other payment on the Obligations when the same becomes due
and such failure shall continue for five (5) days; or

      (b) any representation or warranty made by the
Borrower herein or in any other Loan Document or by the
Borrower (or any of its officers) in connection with any
Loan Document shall prove to have been incorrect or
misleading in any material respect when made; or

      (c) the Borrower shall fail to perform or observe
any term, covenant or agreement contained in Section 7.02 on
its part to be performed or observed; or

      (d) the Borrower shall fail to perform or observe
any other term, covenant or agreement contained in any Loan
Document on its part to be performed or observed and any
such failure shall remain unremedied for the earliest of (i)
ten (10) business days after written notice thereof shall
have been given to the Borrower by the Agent, (ii) ten (10)
business days after the date the Borrower discovers, or
should have discovered, such failure, and (iii) if such
failure has existed for more that sixty (60) days, five (5)
business days after the earlier of (A) the date of delivery
by the Agent to the Borrower of written notice thereof, and
(B) the date that the Borrower discovers, or should have
discovered, such failure; or

      (e) with respect to any Debt (other than Debt
constituting Obligations) of the Borrower or any subsidiary
of the Borrower in an aggregate principal amount outstanding
in excess of $1,000,000, the Borrower or such subsidiary
shall fail to pay any principal of or premium or interest on
such Debt when the same becomes due and payable (whether by
scheduled maturity, required prepayment, acceleration,
demand or otherwise), and such failure shall continue after
the applicable grace period,if any, specified in the
agreement or instrument relating to such Debt; or any other
event shall occur or condition shall exist under any
agreement or instrument relating to any such Debt and shall
continue after the applicable grace period, if any,
specified in such agreement or instrument, if the effect of
such event or condition is to cause the holders of such Debt
to accelerate, or to permit the holders of such Debt to
accelerate, the maturity of such Debt; or any such Debt
shall be declared to be due and payable, or required to be
prepaid (other than by a regularly scheduled required
prepayment), prior to the stated maturity thereof; or

      (f) (i) the Borrower or any of its subsidiaries
shall generally not pay its debts as such debts become due,
or shall admit in writing its inability to pay its debts
generally, or shall make a general assignment for the
benefit of creditors; or any proceeding shall be instituted
by or against the Borrower or any of its subsidiaries
seeking to adjudicate it a bankrupt or insolvent, or seeking
liquidation, winding up, reorganization, arrangement,
adjustment, protection, relief, or composition of it or its
debts under any law relating to bankruptcy, insolvency or
reorganization or relief of debtors, or seeking the entry of
an order for relief or the appointment of a receiver,
trustee, or other similar official for it or for any
substantial part of its property (unless, if such proceeding
is involuntary, it is dismissed within 60 days after its
filing); or (ii) the Borrower or any of its subsidiaries
shall take any corporate action to authorize any of the
actions set forth in clause (i) above; or

      (g) any judgment or order for the payment of
money in excess of $1,000,000 above any insurance coverage
therefor shall be rendered against the Borrower or any of
its subsidiaries by any Governmental Authority or
quasi-governmental authority, 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
thirty (30) 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

      (h) any Plan shall have any Unfunded Liabilities,
or any Reportable Event shall occur in connection with any
Plan; or

      (i) the Borrower or any of its subsidiaries shall
be the subject of any proceeding or investigation pertaining
to the release by the Borrower, any of its subsidiaries, or
any other Person of any toxic or hazardous waste or
substance into the environment, or any violation of any
federal, state or local environmental, health or safety law
or regulation, which would, in either case, have a material
adverse effect upon the operations of the Borrower or any of
its subsidiaries; or

      (j) the acquisition by any Person, or two or more
Persons acting in concert (other than any Person or Persons
who own, prior to that acquisition, 20% or more of the
outstanding shares of the Borrower's voting stock), of
beneficial ownership (within the meaning of Rule 13d-3 of
the Securities and Exchange Commission under the Securities
Exchange Act of 1934) of 20% or more of the outstanding
shares of the Borrower's voting stock;

then, and in any such event, the Agent shall, at the
direction of the Majority Lenders, by notice to the Borrower
(i) declare the Advance Commitment and the Letter of Credit
Commitment and the Advance Facility and the Letter of Credit
Facility and the obligations of each Lender under each of
the Loan Documents, to be terminated, whereupon the same
shall forthwith terminate, and (ii) declare the Obligations
to be forthwith due and payable, whereupon such Obligations
shall become and be forthwith due and  payable, without
presentment, demand, protest or further notice of any kind,
all of which are hereby expressly waived by the Borrower;
provided, however, that upon the occurrence of any Event of
Default described in Section 8.01(f)(i) above, (A) the
Advance Commitment and the Letter of Credit Commitment, and
the obligations of each Lender under each of the Advance
Facility and the Letter of Credit Facility, shall
automatically be terminated, and (B) the Obligations shall
automatically become and be due and payable, without
presentment, demand, protest or any notice of any kind, all
of which are hereby expressly waived by the Borrower.

                           ARTICLE IX

                        MISCELLANEOUS

      SECTION 9.01 Amendments, Etc. No amendment or waiver
of any provision of any Loan Document, nor consent to any
departure by the Borrower therefrom, shall in any event be
effective unless the same shall be in writing and signed by
the Majority Lenders, and then such waiver or consent shall
be effective only in the specific instance and for the
specific purpose for which given, provided that no amendment
or waiver which (i) increases the amount of any Lender's
Commitment; (ii) decreases the interest rates specified in
Sections 3.06 or any fees payable to the Lenders in Sections
2.04 and 4.07; (iii) extends the due date or decreases the
amount of any payments required hereunder; (iv) changes the
definition of "Majority Lenders" or "Pro Rata  Shares"; or
(v) changes the provisions of this Section 9.01, shall be
effective unless the same is signed by all of the Lenders.

     SECTION 9.02 Notices, Etc. All notices and other
communications provided for hereunder shall be in writing
(including telegraphic, telecopy, telex or cable
communication) and mailed, telegraphed, telexed, cabled or
delivered, if to the Borrower, at its address at 400 West
48th Avenue, P.O. Box 16601, Denver, Colorado 80216,
Attention: Stanley Ereckson, Jr.; and if to the Agent, at
its address at 901 Main Street, Dallas, Texas 75202,
Attention: Kimberley Knop, with a copy to Porter & Hedges,
L.L.P., 700 Louisiana, 35th Floor, Houston, Texas 77002,
Attention: F. Walter Bistline, Jr.; or, as to each party, at
such other address as shall be designated by such party in a
written notice to the other party.  All such notices and
communications shall be effective upon  receipt, or if
mailed, four (4) days after deposit in the United States
mails; if telegraphed, when delivered to the telegraph
company; if telexed, when confirmed by telex answerback; if
telecopied, when verbally confirmed by telephone; or if
cabled, when delivered to the cable company, except that
notices and communications to the Agent pursuant to Article
II, III or IV shall not be effective until received by the
Agent.

      SECTION 9.03 No Waiver; Remedies.  No failure on the
part of the Agent or any Lender to exercise, and no delay in
exercising, any right under any Loan Document shall operate
as a waiver thereof; nor shall any single or partial
exercise of any such right preclude any other or further
exercise thereof or the exercise of any other right.  The
remedies herein provided are cumulative and not exclusive of
any remedies provided by law.

      SECTION 9.04 Payments Set Aside.  To the extent that
the Borrower makes a payment or payments to the Agent or any
of the Lenders, or the Agent or any of the Lenders exercise
their rights of set-off, and such payment or payments or the
proceeds of such enforcement or set-off or any part thereof
are subsequently invalidated, declared to be fraudulent or
preferential, set aside and/or required to be repaid to a
trustee, receiver or any other party under any bankruptcy
law, real estate or federal law, common law or equitable
cause, then to the extent of such recovery, the Obligation
or part thereof originally intended to be satisfied, and all
such Liens, rights and remedies therefor, shall be revived
and continued in full force and effect as if such payment
had not been made or such enforcement or set-off had not
occurred.

      SECTION 9.05 Costs, Expenses and Taxes.

      (a) The Borrower agrees to pay on demand all
"Costs and Expenses," as hereinafter defined.  "Costs and
Expenses" means (A) all costs, expenses, fees and charges
incurred by the Agent or its Affiliates (including, without
limitation, NationsBanc Montgomery Securities, Inc.) and all
fees for services (including  disbursements) of the
attorneys, accountants, valuation experts and all
professionals (and all paraprofessionals and other staff
employed by such professionals) employed by the Agent or any
such Affiliate from time to time in any way or for any
purpose arising out of, or relating to, the Obligations of
the Borrower, any of the Loan Documents or the Agent's or
such Affiliate's relationship or transactions with the
Borrower, including, without limitation, (i) the
development, preparation, negotiation, execution, delivery,
syndication, modification, review and administration of the
Loan Documents, (ii) the commencement, defense of or
intervention in any court proceeding in any way related to
the Obligations of the Borrower or the Loan Documents, or
any other agreements contemplated by the terms of this
Amended and Restated Agreement, (iii) the filing of a
petition, complaint, answer, motion or other pleadings, or
the taking of any other action in or with respect to any
suit or proceeding (bankruptcy or otherwise) relating to the
Borrower or any Loan Document, (iv) the enforcement of any
of the Agent's or any Lender's rights to collect any of the
Obligations, (v) all costs and expenses incurred by the
Agent or any Affiliate internally including, but not limited
to, travel, food and lodging expenses for employees,
duplicating and document processing costs, and internal
auditing service expenses, and (vi) all audit costs,
appraisal costs and costs of searches, recordings and
filings, all recording and filing fees, all Taxes and all
other similar fees and disbursements; and (B) all costs,
expenses, fees and charges incurred by each Lender
(including fees and disbursements for services of attorneys
and paralegals) in connection with the matters described in
clauses (ii), (iii) and (iv) above.   The Borrower also
agrees to pay, and to save harmless the Agent and the
Lenders from any delay in paying, any tangibles,
intangibles, documentary stamp and other Taxes, if any,
which may be payable in connection with the execution and
delivery of any of the Loan Documents, or the recording of
any hereof or thereof, or in connection with any
modification hereof or thereof, any of which Taxes payable
by the Agent or the Lenders are to be part of the Costs and
Expenses.  All Costs and Expenses provided for in this
Section 9.05 may, at the option of the Lenders, be charged
and treated as a Borrowing comprised of Base Rate Advances
made by each Lender in accordance with its Pro Rata Share.

      (b) If any payment of principal of any Eurodollar
Rate Advance is made other than on the last day of the
Interest Period for such Advance, as a result of
acceleration of the maturity of the Notes pursuant to
Section 8.01 or for any other reason, or if any Eurodollar
Rate Advance is converted to a Base Rate Advance pursuant to
Section 3.04(a), the Borrower shall, upon demand by the
Agent, pay to each Lender any amounts required to compensate
such Lender for any additional losses, costs or expenses
which such Lender may reasonably incur as a result of such
payment including, without limitation, any loss (including
loss of anticipated profits), cost or expense incurred by
reason of the liquidation or reemployment of deposits or
other funds acquired by such Lender to fund or maintain such
Advance.

      SECTION 9.06 Right of Set-Off.  Subject to the
provisions of Section 9.07, the Agent, each Lender and each
Affiliate of each Lender is hereby authorized at any time
and from time to time, 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 and other indebtedness at any time owing by the Agent,
such Lender or such Affiliate to or for the credit or the
account of the Borrower against any and all of the
Obligations, irrespective of whether or not any demand shall
have been made under any Loan Document and although such
Obligations may be contingent and unmatured.  Each Lender
agrees to promptly notify the Agent after any such setoff
and application made by such Lender and the Agent shall
promptly thereafter notify the Borrower of such set-off and
application.  The Agent agrees promptly to notify the
Borrower after any set-off and application made by the
Agent; provided, however, that the Agent's failure to notify
the Borrower as set forth in this sentence and the
immediately preceding sentence shall not affect the validity
of such set-off and application.  The rights of the Agent
and each Lender under this Section 9.06 are in addition to
other rights and remedies (including, without limitation,
other rights of set-off) which the Agent or any Lender may
have.

      SECTION 9.07 Sharing of Payments.  If any Lender
shall obtain any payment (whether voluntary, involuntary,
through the exercise of any right of set-off, or otherwise)
on account of the Advances made by it (other than pursuant
to Section 3.08 and Section 9.05(b)) in excess of its Pro
Rata share of payments on account of the Advances obtained
by the other Lenders, such Lender shall forthwith purchase
from the other Lenders a participation in the Advances made
by them as shall be necessary to cause such purchasing
Lender to share the excess payment ratably with the other
Lenders; provided; however, that if all or any portion of
such excess payment is thereafter received from such
purchasing Lender, such purchase from the other Lenders
shall be rescinded to the extent of such recovery and the
other Lenders shall repay to the purchasing Lender that
proportion of the purchase price received by it equal to (A)
the amount recovered from the purchasing Lender, divided by
(B) the total amount of the participation purchased by the
purchasing Lender, together with an amount equal to each
such Lender's Pro Rata Share of any interest or other amount
payable by the purchasing Lender in respect of the total
amount so recovered.  The Borrower agrees that any Lender so
purchasing a participation from any other Lender pursuant to
this Section 9.07 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 Lender were the direct creditor of the Borrower in
the amount of such participation.

      SECTION 9.08 Indemnification.

      (a) The Borrower hereby indemnifies and holds the
Agent and its Affiliates and each Lender, their respective
attorneys and agents (individually and collectively referred
to for purposes of this Section 9.08 as the "Indemnified
Parties") harmless from and against any and all claims
(including, without limitation, causes of action,
cross-claims, counterclaims, rights of set-off and
recoupment), whether by any Affiliate or shareholder of the
Borrower, or by any creditor of the Borrower, or any
Affiliate thereof, which are at any time asserted against
the Indemnified Parties (together with all Costs and
Expenses relating to the defense of such claims) arising out
of, or relating to, the Indemnified Parties' relationship or
transactions with the Borrower or any of its Affiliates,
including, without limitation, (i) any claim for funds
received by the Agent or any of the Lenders and applied to
the Obligations; (ii) any claims contesting the validity or
priority of the Liens granted to the Agent for the benefit
of the Lenders pursuant to the terms and provisions of any
of the Loan Documents; and (iii) any claims for actions
taken or not taken by any of the Indemnified Parties in
connection with, or otherwise resulting from, whether
directly or indirectly, the negotiation, structuring,
funding, issuance or administration of the Advances, Letters
of Credit and all other extensions of credit by the Lenders
to or on behalf of the Borrower; provided, however, that the
Agent and each Lender hereby agrees to refund to the
Borrower any amounts paid to the Agent or such Lender by the
Borrower pursuant to the foregoing indemnity to the extent
that a court of competent jurisdiction has found, pursuant
to a "Final Order," as hereinafter defined, that the
liability asserted against the Indemnified Parties for which
such indemnity payment was made resulted primarily from the
Indemnified Parties' own willful misconduct or knowing and
intentional violation (individually and not as a
co-conspirator with the Borrower or any of its Affiliates)
of any applicable law, rule or statute, which violation is
punishable as a criminal offense.  As used herein, a "Final
Order" shall mean an order entered by a court of competent
jurisdiction which is not interlocutory and as to which (i)
the time to appeal or petition for a writ of certiorari has
expired with no appeals or petitions for a writ of
certiorari from such order having been taken, or (ii) all
appeals and petitions for writs of certiorari prosecuted
from such order have been exhausted.  An used herein,
"knowing and intentional" violation of a law, rule or
statute shall be interpreted to mean that an Indemnified
Party had knowledge both of the applicable law, rule or
statute which it violated and that its act was a violation
of such law, rule or statute.

      (b) The Borrower hereby agrees to reimburse the
Indemnified Parties for all Costs and Expenses incurred by
the Indemnified Parties at any time from and after the date
hereof relating in any way to any and all claims which fall
within the scope of the Borrower's indemnity obligations
pursuant to Section 9.08(a).  All such Costs and Expenses
shall be payable by the Borrower upon demand.  At each
Lender's option, such Lender may reimburse itself for any
such Costs and Expenses, and the amount of any such
reimbursement shall constitute additional Obligations.

      SECTION 9.09 Change in Accounting Principles.  If any
changes in accounting principles from those used in the
preparation of the financial statements referred to in
Section 6.01(e) are hereafter required or permitted by GAAP,
and are adopted by the Borrower with the agreement of its
independent certified public accountants, and such changes
result in a change in the method of calculation or the
interpretation of any of the financial covenants, standards
or terms found in Article VII or any other provision of this
Amended and Restated Agreement, the Borrower and the Lenders
agree to amend any such affected terms and provisions to
reflect such changes in GAAP with the result that the
criteria for evaluating the financial condition of the
Borrower and its consolidated subsidiaries shall be the same
after such changes in GAAP as if such changes had not been
made.

      SECTION 9.10 The Agent's Performance of Defaulted
Acts.  The Agent may, but need not, following five (5) days
prior notice to the Borrower and so long as the Borrower
shall have failed to have made such payment or perform such
act in a manner satisfactory to the Lenders, make any
payment or perform any act herein required of the Borrower
in any form and manner deemed expedient by the Lenders.  All
monies paid for any of the purposes herein authorized and
all expenses paid or incurred in connection therein,
including reasonable attorney's fees shall constitute
Obligations and bear interest at the rate provided herein
for Base Rate Advances.

      SECTION 9.11 Binding Effect; Assignments;
Participations.  This Amended and Restated Agreement shall
become effective when it shall have been executed by the
Borrower, the Agent and each Lender and thereafter shall be
binding upon and inure to the benefit of the Borrower, the
Agent, the Lenders and their respective successors and
assigns, except that the Borrower shall not have the right
to assign its rights hereunder or any interest herein
without the prior written consent of the Lenders.  Each
Lender may assign (in minimum amounts of $5,000,000 and with
the consent of the Borrower and the Agent) to one or more
banks or other entities all or any part or portion of, or
may grant participations to one or more banks or other
entities in all or any part or portion of its rights and
obligations hereunder (including, without limitation, its
Commitment, its Note, its Advances or its Letters of
Credit).  Upon, and to the extent of, any assignment (unless
otherwise stated therein) made by a Lender hereunder and
payment of a processing fee in the amount of $3,000 to Agent
for its own account, the assignee or purchaser of such
assignment shall be a Lender hereunder for all purposes of
this Amended and Restated Agreement.  Without limiting the
foregoing, each assignee and each purchaser of an assignment
or participation shall, to the fullest extent permitted by
law, have the same rights and benefits hereunder with
respect to the rights and benefits so assigned or
participated as it would have if it were a Lender hereunder.

      SECTION 9.12 CHOICE OF LAW.  THE LOAN DOCUMENTS
SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE
LAWS OF THE STATE OF TEXAS.  ANY DISPUTE BETWEEN THE
BORROWER, THE AGENT OR ANY OF THE LENDERS ARISING OUT OF,
CONNECTED WITH, RELATED TO, OR INCIDENTAL TO THE
RELATIONSHIP ESTABLISHED BETWEEN THEM IN CONNECTION WITH ANY
OF THE LOAN DOCUMENTS AND WHETHER ARISING IN CONTRACT, TORT,
EQUITY, OR OTHERWISE, SHALL BE RESOLVED IN ACCORDANCE WITH
THE INTERNAL LAWS AND DECISIONS AND NOT THE CONFLICTS OF LAW
PROVISIONS OF THE STATE OF TEXAS.

      SECTION 9.13 CONSENT TO JURISDICTION.
      (a) EXCEPT AS PROVIDED IN SECTION 9.13(b), THE
BORROWER, THE AGENT AND EACH LENDER AGREE THAT ALL DISPUTES
BETWEEN THEM ARISING OUT OF, CONNECTED WITH, RELATED TO, OR
INCIDENTAL TO THE RELATIONSHIP ESTABLISHED BETWEEN THEM IN
CONNECTION WITH ANY OF THE LOAN DOCUMENTS OR ANY OTHER
INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN
CONNECTION THEREWITH OR THE TRANSACTIONS RELATED THERETO AND
WHETHER ARISING IN CONTRACT, TORT, EQUITY, OR OTHERWISE,
SHALL BE RESOLVED ONLY BY STATE OR FEDERAL COURTS LOCATED IN
DALLAS COUNTY, TEXAS, BUT THE BORROWER, THE AGENT AND EACH
LENDER ACKNOWLEDGE THAT ANY APPEALS FROM THOSE COURTS MAY
HAVE TO BE HEARD BY A COURT LOCATED OUTSIDE OF DALLAS
COUNTY, TEXAS.  THE BORROWER WAIVES IN ALL DISPUTES ANY
OBJECTION THAT IT MAY HAVE TO THE LOCATION OF THE COURT
CONSIDERING THE DISPUTE.

      (b) THE BORROWER AGREES THAT THE AGENT AND EACH
LENDER SHALL HAVE THE RIGHT TO PROCEED AGAINST THE BORROWER
OR ITS PROPERTY IN A COURT IN ANY LOCATION TO ENABLE SUCH
PERSON TO ENFORCE A JUDGMENT OR OTHER COURT ORDER ENTERED IN
FAVOR OF SUCH PERSON.  THE BORROWER AGREES THAT IT WILL NOT
ASSERT ANY PERMISSIVE COUNTERCLAIMS IN ANY PROCEEDING
BROUGHT BY THE AGENT OR ANY LENDER TO REALIZE ON THE
BORROWER'S PROPERTY, THE BORROWER OR TO ENFORCE A JUDGMENT
OR OTHER COURT ORDER IN FAVOR OF SUCH PERSON.  THE BORROWER
WAIVES ANY OBJECTION THAT IT MAY HAVE TO THE LOCATION OF THE
COURT IN WHICH THE AGENT OR ANY LENDER HAS COMMENCED A
PROCEEDING DESCRIBED IN THIS PARAGRAPH.

      SECTION 9.14 WAIVER OF JURY TRIAL.  THE BORROWER, THE
AGENT AND EACH LENDER EACH WAIVE ANY RIGHT TO HAVE A JURY
PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER SOUNDING IN
CONTRACT, TORT, OR OTHERWISE, BETWEEN OR AMONG THE BORROWER,
THE AGENT OR ANY OF THE LENDERS ARISING OUT OF, CONNECTED
WITH, RELATED TO OR INCIDENTAL TO THE RELATIONSHIP
ESTABLISHED BETWEEN THEM IN CONNECTION WITH ANY OF THE LOAN
DOCUMENTS OR ANY OTHER INSTRUMENT, DOCUMENT OR AGREEMENT
EXECUTED OR DELIVERED IN CONNECTION THEREWITH OR THE
TRANSACTIONS RELATED THERETO.  THE BORROWER, THE AGENT AND
EACH LENDER HEREBY AGREE AND CONSENT THAT ANY SUCH CLAIM,
DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT
TRIAL WITHOUT JURY.

      SECTION 9.15 Term. This Amended and Restated
Agreement shall remain in full force and effect until the
later to occur of (i) the Termination Date, and (ii) the
repayment in full of all the Obligations and the
extinguishment of all Letters of Credit issued hereunder.

      SECTION 9.16 Execution in Counterparts.  This Amended
and Restated Agreement may be executed in any number of
counterparts and by the different parties hereto in separate
counterparts, each of which when so executed shall be deemed
to be an original and all of which taken together shall
constitute one and the same agreement.

      SECTION 9.17 Lenders' Creation of Security Interest.
Notwithstanding any other provision set forth in this
Amended and Restated Agreement, any Lender may at any time
create a security interest in all or any portion of its
rights under this Amended and Restated Agreement (including,
without limitation, Obligations owing to it and the Note
held by it) in favor of any Federal Reserve bank in
accordance with Regulation A of the Federal Reserve Board.

                           ARTICLE X

                          THE AGENT

      SECTION 10.01 Appointment. Each Lender hereby
designates and appoints NationsBank as its Agent under the
Loan Documents, and each Lender hereby irrevocably
authorizes the Agent to take such action on its behalf under
the provisions of the Loan Documents and to exercise such
powers as are set forth herein or therein, together with
such other powers as are reasonably incidental thereto.  As
to any matters not expressly provided for by this Amended
and Restated Agreement (including, without limitation,
enforcement or collection of the Notes), the Agent shall not
be required to exercise any discretion or take any action,
but shall be required to act or to refrain from acting (and
shall be fully protected in so acting or refraining from
acting) upon the instructions of the Majority Lenders, and
such instructions shall be binding upon all Lenders and all
holders of Notes; provided, however, that the Agent shall
not be required to take any action which exposes the Agent
to personal liability or which is contrary to any Loan
Document or applicable law.

      SECTION 10.02 Agent's Reliance. Etc. Neither the
Agent nor any of its Affiliates, directors, officers, agents
or employees shall be liable for any action taken or omitted
to be taken by it or then under or in connection with any
Loan Document, except for its or their own gross negligence
or willful misconduct.  Without limitation of the generality
of the foregoing, the Agent: (a) may treat the payee of any
Note as the holder thereof until the Agent has received
written notice of the assignment or transfer thereof signed
by such payee and in form satisfactory to the Agent
(together with the processing fee described in
Section 9.11); (b) may consult with legal counsel (including
counsel for the Borrower), independent public accountants
and other experts selected by it and shall not be liable for
any action taken or omitted to be taken in good faith by it
in accordance with the advice of such counsel, accountants
or experts; (c) makes no warranty or representation to any
Lender and shall not be responsible to any Lender for any
statements, warranties or representations made in or in
connection with any Loan Document; (d) shall not have any
duty to ascertain or to inquire as to the performance or
observance of any of the terms, covenants or conditions of
any Loan Document or to inspect the property (including the
books and records) of the Borrower; (e) shall not be
responsible to any Lender for the due execution, legality,
validity, enforceability, genuineness, sufficiency or value
of any Loan Document or collateral covered thereby or any
other instrument or document furnished pursuant thereto; and
(f) shall incur no liability under or in respect of any Loan
Document by acting upon any notice, consent, certificate or
other instrument or writing (which may be by telegram,
cable, telecopy or telex) believed by it to be genuine and
signed or sent by the proper party or parties.

      SECTION 10.03 NationsBank and Affiliates.  With
respect to its Commitment, the Advances made by it, the Note
issued to it and the Letters of Credit by it, NationsBank
shall have the same rights and powers under the Loan
Documents as any other Lender and may exercise the same as
though it were not the Agent, and the term "Lender" or
"Lenders" shall, unless otherwise expressly indicated,
include NationsBank in its individual capacity.  NationsBank
and its Affiliates may accept deposits from, lend money to,
act as trustee under indentures of, and generally engage in
any kind of business with, the Borrower and any person or
entity who may do business with or own securities of the
Borrower, all as if NationsBank were not the Agent and
without any duty to account therefor to the Lenders.

      SECTION 10.04 Lender Credit Decision.  Each Lender
acknowledges that it has, independently and without reliance
upon the Agent or any of its Affiliates or any other Lender
and based on the financial statements referred to in Section
6.01 and such other documents and information as it has
deemed appropriate, made its own credit analysis and
decision to enter into this Amended and Restated Agreement.
Each Lender also acknowledges that it will, independently
and without reliance upon the Agent or any of its Affiliates
or any other Lender and based on such documents and
information an it shall deem appropriate at the time,
continue to make its own credit decisions in taking or not
taking action under the Loan Documents.

      SECTION 10.05 Indemnification.  The Lenders agree to
indemnify the Agent and its Affiliates (to the extent not
reimbursed by the Borrower) ratably according to their Pro
Rata Shares, from and against any and all liabilities,
obligations, losses, damages, penalties, actions, judgments,
suits, costs, expenses and disbursements of any kind or
nature whatsoever which may be imposed on, incurred by, or
asserted against the Agent or any of its Affiliates in any
way relating to or arising out of any Loan Document, or any
action taken or omitted by the Agent or any of its
Affiliates pursuant to the Loan Document, provided that no
Lender shall be liable for any portion of such liabilities,
obligations, losses, damages, penalties, actions, judgments,
suits, costs, expenses or disbursements resulting from the
Agent's or any of its Affiliates' gross negligence or
willful misconduct.  Without limitation of the foregoing,
each Lender agrees to reimburse the Agent and its Affiliates
promptly upon demand for its Pro Rata Share of any
reasonable out-of-pocket expenses (including counsel fees)
incurred by the Agent or any of its Affiliates in connection
with the preparation, execution, administration, or
enforcement of, or legal advice in respect of rights or
responsibilities under, the Loan Documents, or any of them,
to the extent that the Agent or such Affiliate is not
reimbursed for such expenses by the Borrower.

      SECTION 10.06 Successor Agent. The Agent may resign
at any time as Agent under the Loan Documents by giving
written notice thereof to the Lenders and the Borrower.
Upon any such resignation, all of the Lenders shall have the
right to appoint a successor Agent thereunder.  If no
successor Agent shall have been so appointed by all of the
Lenders, and shall have accepted such appointment within
thirty (30) days after the retiring Agent's giving of notice
of resignation, then the retiring Agent may, on behalf of
the Lenders, appoint a successor Agent, which shall be a
commercial bank organized under the laws of the United
States of America or of any State thereof and having a
combined capital and surplus of at least $50,000,000.  Upon
the acceptance of any appointment as Agent under the Loan
Documents by a successor Agent, such successor Agent shall
thereupon succeed to and become vested with all the rights,
powers, privileges and duties of the retiring Agent, and the
retiring Agent shall be discharged from its duties and
obligations under the Loan Documents.  After any retiring
Agent's resignation or removal as Agent under the Loan
Documents, the provisions of this Article X shall continue
to inure to its benefit as to any actions taken or omitted
to be taken by it while it was Agent under the Loan
Documents.

      SECTION 10.07 Invalidated Payments.  If any amounts
distributed by the Agent to a Lender are subsequently
returned or repaid by the Agent to the Borrower or any of
its representatives or successors in interest, whether by
court order, settlement or otherwise, such Lender shall,
promptly upon its receipt of notice thereof from the Agent,
pay to the Agent such amount.  If any such amounts are
recovered by the Agent from the Borrower or any of its
representatives or successors in interest, the Agent shall
redistribute such recovered amounts to the Lenders on the
same basis as such amounts were originally distributed.  The
obligations of the Lenders and the Agent under this Section
10.07 shall survive the repayment of the Notes and the
termination of the Loan Documents.

     IN WITNESS WHEREOF, the parties hereto have caused this
Amended and Restated Agreement to be executed by their
respective officers thereunto duly authorized, as of the
date first above written.


                                   VICORP RESTAURANTS, INC.


                                    By:/s/ Michael R. Kinnen
                                       --------------------- 
                                        Michael R. Kinnen
                                        Treasurer


Pro Rata Share: 75%                 NATIONSBANK OF TEXAS, N.A., as Agent and a
                                     Lender



                                    By:/s/ Kimberley Knop
                                       ------------------
                                        Kimberley Knop
                                        Vice President

                                    Domestic and Eurodollar Lending Office:

                                    901 Main Street, 67th Floor
                                    Dallas, Texas 75202
                                    Attn: Kimberley Knop


Pro Rata Share:   25%               U.S. BANK NATIONAL ASSOCIATION,
                                    D/B/A COLORADO NATIONAL BANK, as a Lender



                                   By:/s/ Andrea C. Koeneke
                                      --------------------- 
                                      Andrea C. Koeneke
                                       Vice President

                                    Domestic and Eurodollar Lending Office:

                                    950 17th Street, Suite 300
                                    Denver, Colorado 80202
                                    Attn: Andrea C. Koeneke


                          EXHIBIT A
                     NOTICE OF BORROWING
                     -------------------

TO: NationsBank of Texas, N.A. as agent (the "Agent") under
    that certain Amended and Restated Credit Agreement
    dated as of December 19, 1997 by and among VICORP
    Restaurants, Inc., a Colorado corporation (the
    "Borrower"), the banks or other financial institutions
    listed on the signature pages thereof (such banks or
    other financial institutions and their respective
    successors and assigns being referred to collectively
    as the "Lenders") and the Agent (said Credit Agreement,
    as the same may have been amended, modified or
    supplemented from time to time, being hereinafter
    referred to as the "Credit Agreement").

      Capitalized terms when used herein and not otherwise
defined herein shall have the meaning ascribed to such terms
in the Credit Agreement.

      Pursuant to Section 3.02 of the Credit Agreement, the
Borrower hereby gives you notice, irrevocably, that the
Borrower hereby 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 3.02(a) of the Credit
Agreement:

     (i) The date (which must be a Business Day) of
     the Proposed Borrowing is __________________, 19___.

     (ii) The Advances comprising the Proposed
     Borrowing are [Base Rate Advances] [Eurodollar Rate
     Advances].

     (iii) The aggregate amount of the Proposed
     Borrowing is $_____________________.


     (iv)<F1>  The initial Interest Period for each Advance
     made as part of the Proposed Borrowing is [________
     month[s]].

      The Borrower 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 Section 6.01 of the Credit Agreement are correct, before
and after giving effect to the Proposed Borrowing and to the
application of the proceeds therefrom, as though made on and
as of such date; and

(B) no event has occurred and is continuing, or
would result from such Proposed Borrowing or from the
application of the proceeds therefrom, which constitutes a
Default or an Event of Default.


Dated: _________________, 19____

                              VICORP RESTAURANTS, INC.


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

-----------------------------------
<F1> Use for Eurodollar Rate Advances.
          
                          EXHIBIT B

              NOTICE OF CONVERSION/CONTINUATION
              ---------------------------------

TO: NationsBank of Texas, N.A. as agent (the "Agent") under
    that certain Amended and Restated Credit Agreement
    dated as of December 19, 1997 by and among VICORP
    Restaurants, Inc., a Colorado corporation (the
    "Borrower"), the banks or other financial institutions
    listed on the signature pages thereof (such banks or
    other financial institutions and their respective
    successors and assigns being referred to collectively
    as the "Lenders") and the Agent (said Credit Agreement,
    as the same may have been amended, modified or
    supplemented from time to time, being hereinafter
    referred to as the "Credit Agreement").

      Capitalized terms when used herein and not otherwise
defined herein shall have the meaning ascribed to such terms
in the Credit Agreement.

      Pursuant to Section 3.03 of the Credit Agreement and
effective as of ____________,  19____ <F2> this Notice of
Conversion/Continuation ("Notice") represents the Borrower's
election to [insert one of the following]:

<F3>convert $_____________ in aggregate principal amount of
Base Rate Advances comprising the same Borrowing to
Eurodollar Rate Advances.  The initial Interest Period for
such Eurodollar Rate Advances is requested to be a
_________________ (_________) month period.

<F4>convert $_________________ in aggregate principal amount of
Eurodollar Rate Advances comprising the same Borrowing to
Base Rate Advances on__________________.
, 19__.

<F5>continue as Eurodollar Rate Advances $_______________  in
aggregate principal of presently outstanding Eurodollar Rate
Advances comprising the same Borrowing with a current
Interest Period ending ______________,   19____.  The
succeeding Interest Period is requested to be a
_____________ (______________) month period.

      The Borrower hereby certifies that the following
statements are true on the date hereof, and will be true on
the date of the [conversion]  [continuation] requested
hereby:

(1.) the representations and warranties contained
in Section 6.01 of the Credit Agreement are correct, before
and after giving effect to the [conversion] [continuation]
requested hereby and to the application of the proceeds
therefrom, as though made on and as of such date; and

(2.) no event has occurred and is continuing, or
would result from such [conversion] [continuation] or from
the application of the proceeds therefrom, which constitutes
a Default or an Event of Default.

Dated: _________________,  19____.

---------------------------------------------------------------------
<F2> Insert Business Day on which conversion/continuation is to become 
     effective.
<F3> Use if converting Base Rate Advances to Eurodollar Rate Advances.
<F4> Use if converting Eurodollar Rate Advances to Base Rate Advances.
<F5> Use if continuing Eurodollas Rate Advances.

                              VICORP RESTAURANTS, INC.


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

                          EXHIBIT C

               REPLACEMENT REVOLVING LOAN NOTE
               -------------------------------

U.S. $_________________                December 19, 1997


       FOR VALUE RECEIVED, the undersigned, VICORP
RESTAURANTS, INC., a Colorado corporation (the "Borrower"),
HEREBY PROMISES TO PAY to the order of
__________________________________________  (the "Lender")
the principal sum of _______________________________ DOLLARS
or, if less, the aggregate unpaid principal amount of all
"Advances" (as defined in the "Credit Agreement" (as defined
below)) made by the Lender to the Borrower pursuant to the
Credit Agreement outstanding on the "Termination Date" (as
defined in the Credit Agreement).

      The Borrower promises to pay interest on the unpaid
principal amount of each Advance from the date of such
Advance 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 the "Agent" (as defined
in the Credit Agreement), for the account of the Lender, at
its principal office in Dallas, Texas, in same day funds.
Each Advance made by the Lender to the Borrower, and all
prepayments made on account of principal thereof, shall be
recorded by the Lender and, prior to any transfer hereof,
endorsed on the grid attached hereto which is part of this
Promissory Note ("Note"), provided, however, that the
Lender's failure to make any such recordation or endorsement
shall not operate to relieve Borrower of its obligations to
repay in full the unpaid principal amount hereof, together
with accrued interest thereon and all other amounts payable
under the Credit Agreement.

      This Note is one of the Notes referred to in, and is
entitled to the benefits of, that certain Amended and
Restated Credit Agreement dated as of December 19, 1997 (as
amended from time to time, the "Credit Agreement") by and
among the Borrower, the Lender and the other banks or other
financial institutions listed on the signature pages thereof
(the Lender, together with such other banks or other
financial institutions and their respective successors and
assigns being referred to collectively as the "Lenders") and
NationsBank of Texas, N.A., a national banking association,
in its capacity as agent for the Lenders.

      The Credit Agreement, among other things, (i) provides
for the making of Advances by the Lender to the Borrower
from time to time in an aggregate amount not to exceed at
any time outstanding the U.S. dollar amount first above
mentioned, the indebtedness of the Borrower resulting from
each such Advance being evidenced by this Note, and (ii)
contains provisions for acceleration of the maturity hereof
upon the happening of certain stated events and also for
prepayments on account of principal hereof prior to the
maturity hereof upon the terms and conditions therein
specified.

      This Note is issued as a replacement for, and as an
extension [and increase] of (but not a novation of) the
Revolving Loan Note dated October 31, 1996, executed by the
Borrower and payable to the order of the Lender in the
principal amount of $_________________.


                              VICORP RESTAURANTS, INC.


                              By:
                                 ---------------------
                                 Michael R. Kinnen
                                 Treasurer


             ADVANCES AND PAYMENTS OF PRINCIPAL
------------------------------------------------------------------------------
                                   Amount of      Unpaid          
                      Amount of    Principal     Notation         
          Date         Advance      Prepaid      Balance      Made By
-----------------------------------------------------------------------------
-----------------------------------------------------------------------------
-----------------------------------------------------------------------------
-----------------------------------------------------------------------------

                          EXHIBIT D

                REQUEST FOR LETTER OF CREDIT
                ----------------------------

TO: NationsBank of Texas, N.A., as agent (the "Agent")
     under that certain Amended and Restated Credit
     Agreement dated as of December 19, 1997 by and among
     VICORP Restaurants, Inc., a Colorado corporation (the
     "Borrower"), the banks or other financial institutions
     listed on the signature pages thereof (such banks or
     other financial institutions and their respective
     successors and assigns being referred to collectively
     as the "Lenders") and the Agent (said Credit Agreement,
     as the same may have been amended, modified or
     supplemented from time to time, being hereinafter
     referred to as the "Credit Agreement").

      Capitalized terms when used herein and not otherwise
defined herein shall have the meaning ascribed to such terms
in the Credit Agreement.

      The Borrower hereby gives you notice, irrevocably,
pursuant to Section 4.04 of the Credit Agreement, that the
Borrower hereby requests the Agent to issue a Letter of
Credit under the Credit Agreement, as such Letter of Credit
is more particularly described in the Letter of Credit
Application attached hereto as Annex A and in the form set
forth in such Letter of Credit Application.  In connection
with the requested Letter of Credit, the Borrower sets forth
the following information as required by Section 4.04 of the
Credit Agreement:

     (i) The stated amount of the requested Letter of
     Credit is $________________.

     (ii) The effective date of issuance of the
     requested Letter of Credit (which must be a Business Day) is
     ____________.

     (iii) The date on which the requested Letter of
     Credit is to expire (which must be a Business Day occurring
     no more than 18 months following such effective date and
     shall in no event be later than the Maturity Date unless the
     Borrower provides the cash collateral required by Section
     4.04(a)).

     (iv) The beneficiary of the requested Letter of
     Credit is__________.

      The Borrower hereby certifies that the following
statements are true on the date hereof, and will be true on
the date of issuance of the Letter  of  Credit requested
hereby:

(A) the representations and warranties contained
in Section 6.01 of the Credit Agreement are correct, before
and after giving effect to the issuance of such Letter of
Credit, as though made on and as of such date; and

(B) no event has occurred and is continuing, or
would result from the issuance of such Letter of Credit,
which constitutes a Default or an Event of Default.


Dated: _____________, 19__

                              VICORP RESTAURANTS, INC.


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


-------------------------------
Attach as Annex A duly completed and executed Letter of
Credit Application in the form to be provided from time to
time by the Agent, accompanied by the form of the Letter of
Credit requested to be issued.


                          EXHIBIT E

         Form of Opinion of Counsel to the Borrower
         ------------------------------------------

          [LETTERHEAD OF VICORP RESTAURANTS, INC.]
                    400 West 48th Avenue
                       P.O. Box 16601
                   Denver, Colorado 80216
                       (303) 296-2121

                      December 19, 1997

TO: The Agent and each of the Lenders which is a party
     to the Amended and Restated Credit Agreement
     described below

RE:  VICORP Restaurants, Inc.

Gentlemen:

This opinion is furnished to you pursuant to Section
5.01(a)(iv) of that certain $40,000,000 Amended and Restated
Credit Agreement (the "Credit Agreement"), dated as of
December 19, 1997, by and among VICORP Restaurants, Inc., a
Colorado corporation (the  "Borrower"), the financial
institutions party thereto (collectively the "Lenders"), and
NationsBank in its capacity as agent for the Lenders (the
"Agent").

Capitalized terms when used herein and not otherwise defined
herein shall have the meaning ascribed to such terms in the
Credit Agreement.

I have acted as counsel for the Borrower in connection with
the preparation, execution and delivery of and the initial
extensions of credit made under the Credit Agreement.

In that connection, I have examined:

(1) The Credit Agreement and each of the other
Loan Documents;

(2) The documents furnished by the Borrower
pursuant to Article V of the Credit Agreement;

(3) The Articles of Incorporation of the Borrower
          and all amendments thereto (the "Charter"); and

(4) The by-laws of the Borrower and all
          amendments thereto (the "By-Laws").

I have also examined such other documents, corporate
records, certificates of public officials and other
instruments and have conducted such other investigations of
fact and law as I deemed necessary or advisable for purposes
of this opinion.  I have assumed the due execution and
delivery, pursuant to due authorization, of the Credit
Agreement by the Agent and the Lenders.

I am qualified to practice law in the State of Colorado and
I do not purport to be an expert on any laws other than the
laws of the State of Colorado and the Federal laws of the
United  States.  Insofar as the opinions expressed in
paragraphs 2, 3 and 4 below relate to matters which are
governed by the laws of the State of Texas, or other states,
I have assumed (without negating my opinion set forth in
paragraph 7), with your consent, that the substantive law of
the State of Texas is the same as the substantive law of the
State of Colorado.

Based upon the foregoing and upon such investigation as I
have decided necessary, I am of the following opinion:
1. The Borrower (i) is a corporation duly
          organized, validly existing and in good standing under the
          laws of the State of Colorado, and is duly qualified to do
          business, and is in good standing as a foreign corporation,
          in each jurisdiction in which such qualification is
          necessary or proper in view of its business and operations
          or the ownership of its properties; (ii) does not own any
          material amount of capital stock of, or have any other
          material equity investment in, any Person other than its
          wholly-owned subsidiary, Vicorp Restaurants, Inc., a
          corporation duly organized, validly existing and in good
          standing under the laws of the State of Delaware, and the
          Borrower's ownership of 100,004 shares of Preferred Stock
          issued by a single issuer in replacement of a subordinated
          debenture in the original principal amount of $10,000,000,
          and (iii) has not (nor has any subsidiary) used or
          transacted business under any other corporate or trade name
          in the past five years, except as disclosed on Schedule
          6.01(a) to the Credit Agreement.  The Borrower has all
          material approvals necessary to own its assets and carry on
          its business as now being conducted and to enter into the
          Loan Documents.

2. The execution, delivery and performance by
          the Borrower of the Loan Documents are within the Borrower's
          corporate powers, have been duly authorized by all necessary
          corporate action, and do not contravene (i) the Charter or
          the By-laws or (ii) any law, rule or regulation applicable
          to the Borrower (including, without limitation, Regulation X
          of the Board of Governors of the Federal Reserve System) or
          (iii) any contractual or legal restriction contained in any
          indentures, loans, or credit agreements and bonds, notes,
          orders, writs, judgments, awards, injunctions, decrees or
          other agreements or instruments relating to the Borrower of
          which, after diligent inquiry, I am aware.  The Loan
          Documents have been duly executed and delivered on behalf of
          the Borrower.

3. No authorization. approval or other action
          by, and no notice to or filing with, any Governmental
          Authority or regulatory body is required for the due
          execution, delivery and performance by the Borrower of the
          Loan Documents.

4. The Loan Documents are legal, valid and
          binding obligations of the Borrower enforceable against the
          Borrower in accordance with their respective terms.

5. To the best of my knowledge, after diligent
          inquiry, there are no pending or overtly threatened actions
          or  proceedings against the Borrower or any of its
          subsidiaries before any Governmental Authority or arbitrator
          which purport to affect the legality, validity, binding
          effect or enforceability of the Loan Documents or which are
          likely to have a materially adverse effect upon the
          financial condition or operations of the Borrower or any of
          its subsidiaries.

6. To the best of my knowledge, after diligent
          inquiry, there is no default by the Borrower or any other
          party under any material contract, lease agreement,
          instrument or commitment to which the Borrower is a party.

7. In any action or proceeding arising out of or
          relating to the Loan Documents in any court of the State of
          Colorado or in any federal court sitting in the State of
          Colorado, such court would recognize and give effect to the
          provisions of Section 9.12 of the Credit Agreement wherein
          the parties thereto agree that the Loan Documents shall be
          governed by, and construed in accordance with, the laws of
          the State of Texas.  Without limiting the generality of the
          foregoing, a court of the State of Colorado or a federal
          court sitting in the State of Colorado would apply the usury
          law of the State of Texas, and would not apply the usury law
          of the State of Colorado, to the Loan Documents.

8. None of the Borrower or any of its ERISA
          Affiliates maintains any employee welfare benefit plans
          within the meaning of Section 3(l) of ERISA that provides
          benefits to employees after termination of employment other
          than as required by Section 601 of ERISA.

9. None of the Borrower or any of its
          subsidiaries is an "investment company" within the meaning
          of the Investment Company Act of 1940, as amended.

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

(a)             My opinion in paragraph 4 above is subject to
          the effect of any applicable bankruptcy, insolvency,
          reorganization, moratorium or similar law affecting
          creditors' rights generally.

(b)             My opinion in paragraph 4 above is subject to
          the effect of general principles of equity, including
          (without limitation) concepts of materiality,
          reasonableness, good faith and fair dealing (regardless of
          whether considered in a proceeding in equity or at law).

Sincerely,


Stanley Ereckson, Jr.
Senior Vice President
General Counsel


                          EXHIBIT F

                  LIST OF CLOSING DOCUMENTS
                  -------------------------

1. Amended and Restated Credit Agreement.

2. Replacement Revolving Loan Note payable to
the order of NationsBank of Texas, N.A., in the principal
amount of $30,000,000.

3. Replacement Revolving Loan Note payable to
the order of U.S. Bank National Association, d/b/a Colorado
National Bank, in the principal amount of $10,000,000.

4. Certificate of the Secretary of the Borrower,
(i) certifying the resolutions of the Board of Directors of
the Borrower approving the Loan Documents, (ii) confirming
the names and true signatures of the officers of the
Borrower authorized to sign the Loan Documents and (iii)
confirming the accuracy and currency of the Borrower's
Articles of Incorporation and By-Laws previously delivered
to the Lenders.

5. Opinion of Stanley Ereckson, Jr., Vice
President and General Counsel of the Borrower, addressed to
the Agent and the Lenders, substantially in the form of
Exhibit E.

6. Certificate of existence and good standing
for the Borrower from the Secretary of State of the State of
Colorado.

7. Certificate of existence and good standing
for the Borrower's subsidiary from the Secretary of State of
the State of Delaware.

8. Fee letter regarding fees payable to the
Lenders and NationsBank.

9. Cancellation of the NationsBank Agreement and
payment in full of all amounts outstanding thereunder.
  
                    SCHEDULE 6.01(a)

                         TRADENAMES
                         ----------


Angel's
Angel's Diner
Angel's Diner & Bakery

Bakers Square Restaurant
Bakers Square Restaurant & Bake Shop

Family Table

Village Inn Family Restaurant
Village Inn Pancake House
Village Inn Restaurant

                      SCHEDULE 7.02(a)

                  PERMITTED EXISTING LIENS
                  ------------------------

     1. Those liens of record as disclosed in lien searches
     obtained by the Agent pursuant to the Existing Agreement.

     2. The lien of Wells Fargo Bank, N.A., on monies in
     Borrower's payroll account there, provided that the balance
     of such account may never exceed $500,000 and further
     provided that the amount on deposit in such account less the
     amount subject to payment orders may never exceed $10,000.

                      SCHEDULE 7.02(b)

                   PERMITTED EXISTING DEBT
                   -----------------------

1. $155,243 remaining payable as of 10/31/1997 under the Promissory Note of 
VICORP Restaurants, Inc. in the original principal amount of $249,642.00 dated
January 16, 1996 payable to the Morton A. Ives Trust.

2. Existing capital lease obligations totaling $8,974,879 as of 10/31/97
(per attached Annex A).

3. Existing Guarantees totaling $4,791,090 (per attached Annex B).

4. Existing Guarantees of obligations relating to properties previously
disposed of not exceeding $4,000,000