CREDIT AGREEMENT


                          By and Among


             CRACKER BARREL OLD COUNTRY STORE, INC.,

                   THE LENDERS LISTED HEREIN,




                               and



                 SUNTRUST BANK, NASHVILLE, N.A.
                            As Agent




  $125,000,000 Revolving Credit, Term Loan and Letter of Credit
                            Facility


                        February 18, 1997

                       TABLE OF CONTENTS

                                                             PAGE

Article I. Definitions.                                       -1-
          Section 1.01 Construction of Terms                  -1-
          Section 1.02 Definitions                            -2-

Article II. The Credit                                       -15-
          Section 2.01 Loan Facilities                       -15-
          Section 2.02 Letters of Credit                     -17-
          Section 2.03 Swing Line Loan                       -19-
          Section 2.04 Interest Rate                         -21-
          Section 2.05 Borrowing Procedure                   -23-
          Section 2.06 Use of Proceeds                       -24-
          Section 2.07 Participation                         -25-
          Section 2.08 Term of This Agreement                -25-
          Section 2.09 Payments to Principal Office;  Debit
          Authority                                          -25-
          Section 2.10 Prepayment                            -26-
          Section 2.11 Apportionment of Payments             -28-
          Section 2.12 Sharing of Payments, Etc              -29-
          Section 2.13 Right of Offset, Etc                  -30-
          Section 2.14 Commitment Fee                        -30-
          Section 2.15 Usury                                 -30-
          Section 2.16 Interest Rate Not Ascertainable, Etc  -31-
          Section 2.17 Illegality                            -32-
          Section 2.18 Increased Costs                       -32-
          Section 2.19 Mitigation                            -34-

Article III. Representations and Warranties                  -35-
          Section 3.01 Corporate Existence                   -35-
          Section 3.02 Power and Authorization               -35-
          Section 3.03 Binding Obligations                   -35-
          Section 3.04 No Legal Bar or Resultant Lien        -36-
          Section 3.05 No Consent                            -36-
          Section 3.06 Financial Condition                   -36-
          Section 3.07 Investments, Advances, and Guarantees -36-
          Section 3.08 Liabilities and Litigation            -37-
          Section 3.09 Taxes; Governmental Charges           -37-
          Section 3.10 No Default                            -37-
          Section 3.11 Compliance with Laws, Etc             -38-
          Section 3.12 ERISA                                 -38-
          Section 3.13 No Material Misstatements             -38-
          Section 3.14 Regulation U                          -38-
          Section 3.15 Filings                               -39-
          Section 3.16 Title, Etc                            -39-
          Section 3.17 Personal Holding Company; Subchapter
          S                                                  -39-
          Section 3.18 Subsidiaries                          -40-

Article IV. Conditions Precedent                             -40-
          Section 4.01 Initial Conditions                    -40-
          Section 4.02 All Borrowings                        -42-

Article V. Affirmative Covenants                             -43-
          Section 5.01 Financial Statements and Reports      -43-
          Section 5.02 Annual Certificates of Compliance     -44-
          Section 5.03 Taxes and Other Liens                 -45-
          Section 5.04 Maintenance                           -45-
          Section 5.05 Further Assurances                    -46-
          Section 5.06 Performance of Obligations            -46-
          Section 5.07 Insurance                             -46-
          Section 5.08 Accounts and Records                  -47-
          Section 5.09 Right of Inspection                   -47-
          Section 5.10 Notice of Certain Events              -47-
          Section 5.11 ERISA Information and Compliance      -48-
          Section 5.12 Additional Guarantees                 -48-

Article VI. Negative Covenants                               -49-
          Section 6.01 Liens                                 -49-
          Section 6.02 Investments, Loans, and Advances      -50-
          Section 6.03 Sales and Leasebacks                  -51-
          Section 6.04 Nature of Business                    -51-
          Section 6.05 Mergers, Consolidations, Etc          -51-
          Section 6.06 Disposition of Assets                 -52-
          Section 6.07 Inconsistent Agreements               -52-
          Section 6.08 Fiscal Year                           -52-
          Section 6.09 Transactions with Affiliates          -52-
          Section 6.10 Transfers to Excluded Subsidiaries    -52-

Article VII Financial Covenants                              -52-
          Section 7.01 Financial Covenants                   -53-

Article VIII. Events of Default                              -53-
          Section 8.01 Events of Default                     -53-
          Section 8.02 Remedies                              -56-
          Section 8.03 Default Conditions                    -57-

Article IX. General Provisions                               -57-
          Section 9.01 Notices                               -57-
          Section 9.02 Invalidity                            -58-
          Section 9.03 Survival of Agreements                -58-
          Section 9.04 Successors and Assigns                -59-
          Section 9.05 Waivers                               -59-
          Section 9.06 Cumulative Rights                     -59-
          Section 9.07 Construction                          -59-
          Section 9.08 Time of Essence                       -60-
          Section 9.09 Costs, Expenses, and Indemnification  -60-
          Section 9.10 Entire Agreement; No Oral
          Representations Limiting Enforcement               -60-
          Section 9.11 Amendments                            -60-
          Section 9.12 Distribution of Information           -61-

Article X. Jury Waiver                                       -61-
          Section 10.01 Jury Waiver                          -61-

Article XI. Hazardous Substances                             -61-
          Section 11.01 Representation and Indemnity
          Regarding Hazardous Substances                     -61-

Article XII. The Agent                                       -63-
          Section 12.01 Appointment of Agent                 -63-
          Section  12.02 Authorization of Agent with Respect
          to the Loan Documents                              -64-
          Section 12.03 Agent's Duties Limited; No Fiduciary
          Duty                                               -67-
     Section 12.04 No Reliance on the Agent                  -67-
          Section 12.05 Certain Rights of Agent              -68-
          Section 12.06 Reliance by Agent                    -69-
          Section 12.07 Indemnification of Agent             -69-
          Section 12.08 The Agent in its Individual Capacity -70-
          Section 12.09 Holders of Notes                     -70-
          Section 12.10 Successor Agent                      -71-
          Section 12.11  Notice  of  Default  or  Event  of
          Default                                            -72-
          Section 12.12 Benefit of Agreement                 -73-
          Section 12.13 Removal of Lender                    -76-

Article XIII. Guarantors                                     -78-
          Section 13.01 Guarantors                           -78-

                            EXHIBITS

EXHIBIT A Form of Revolving Credit Note
EXHIBIT B Form of Term Note
EXHIBIT C Form of Swing Line Note
EXHIBIT D Form of Letter of Credit Application
EXHIBIT E Form of Borrowing Request
EXHIBIT F Form of Guaranty Agreement
EXHIBIT G Form of Certificate of Compliance under Section 5.01(c)

                        CREDIT AGREEMENT


      THIS  CREDIT AGREEMENT is made and entered into as of  this
18th  day  of February, 1997, by and between CRACKER  BARREL  OLD
COUNTRY  STORE,  INC., a Tennessee corporation (the  "Borrower"),
SUNTRUST BANK, NASHVILLE, N.A. ("STB"), WACHOVIA BANK OF GEORGIA,
N.A.  ("Wachovia"),  THE FIRST NATIONAL BANK OF  CHICAGO  ("First
Chicago"),  and  the  other  banks and lending  institutions  who
become  Lenders pursuant to Section 12.12 herein (STB,  Wachovia,
First  Chicago and such other banks and lending institutions  are
referred  to  collectively as the "Lenders"), and SUNTRUST  BANK,
NASHVILLE,  N.A., Agent in its capacity as agent for the  Lenders
and  each  successive agent for such Lenders as may be  appointed
from time to time pursuant to Article XII herein (the "Agent").
                            RECITALS
      A.    The  Borrower  desires that the  Lenders  extend  the
Borrower credit pursuant to the terms of this Credit Agreement.
      B.    The Lenders are willing to extend the Borrower credit
pursuant to the terms and conditions contained herein.
      NOW,  THEREFORE, in consideration of the premises  and  for
other  good and valuable consideration, the parties hereto  agree
as follows:
     Article I. Definitions.
      Section  1.01 Construction of Terms. The terms  defined  in
this  article  have  the  meanings attributed  to  them  in  this
article. Singular terms shall include the plural as well  as  the
singular, and vice versa. Words of masculine, feminine or  neuter
gender  shall  mean and include the correlative  words  of  other
genders.  All references herein to a separate instrument  are  to
such   separate  instrument  as  the  same  may  be  amended   or
supplemented  from  time  to  time  pursuant  to  the  applicable
provisions  thereof. All accounting terms not  otherwise  defined
herein  have  the meanings assigned to them, and all computations
herein  provided for shall be made, in accordance with  generally
accepted accounting principles applied on a consistent basis. All
references  herein to "generally accepted accounting  principles"
refer to such principles as they exist at the date of application
thereof.   All   references  herein  to  designated   "Articles",
"Sections" and other subdivisions or to lettered Exhibits are  to
the  designated Articles, Sections and other subdivisions  hereof
and  the  Exhibits  annexed hereto unless the  context  otherwise
clearly  indicates. All Article, Section, other  subdivision  and
Exhibit captions herein are used for reference only and in no way
limit  or describe the scope or intent of, or in any way  affect,
this Agreement.
      Section  1.02  Definitions. As used in this Agreement,  the
following  terms  shall have the following meanings,  unless  the
context expressly otherwise requires:
           "Advance" or "Advances" shall mean any and all amounts
     advanced  by  Lenders  to  or for the  account  of  Borrower
     hereunder,  including credit extended under the  Term  Loan,
     the  Revolving Credit Loan and all amounts advanced  by  the
     Swing  Line  Lender  under the Swing Line  Loan,  including,
     without  limitation, advances of loan proceeds, payments  in
     overdraft,  and amounts evidenced by Letters of Credit.  The
     terms "Advance" and "Loan" are used interchangeably in  this
     Agreement.
           "Affiliate"  of any specified Person means  any  other
     Person  which  directly or indirectly through  one  or  more
     intermediaries controls, or is controlled by,  or  is  under
     common  control with such specified Person. For purposes  of
     this  definition, "control" when used with  respect  to  any
     specified  Person  means the power to direct  or  cause  the
     direction  of  the management and policies of  such  Person,
     directly  or  indirectly, whether through the  ownership  of
     voting  securities, by contract or otherwise; and the  terms
     "controls" and "controlled" have meanings correlative to the
     foregoing.
           "Agent"  means SunTrust Bank, Nashville, N.A.  or  its
     successor  as  appointed  pursuant  to  the  provisions   of
     Article XII herein.
           "Agreement" means this Credit Agreement (including all
     exhibits  hereto) as the same may be modified,  amended,  or
     supplemented from time to time.
           "Applicable  Rate"  means: (i)  with  respect  to  the
     Revolving  Credit Loan either the Base Rate  Option  or  the
     LIBOR Rate Option, as elected by Borrower; (ii) with respect
     to the Term Loan, the Term Loan Rate; and (iii) with respect
     to the Swing Line Loan, the Swing Line Rate.
           "Assignment  and Acceptance" means an  Assignment  and
     Acceptance form executed by a Lender assigning its  interest
     in  the  Revolving Credit Loan and/or the Term  Loan  (other
     than  as participation), to an Eligible Assignee in  a  form
     reasonably satisfactory to Agent.
           "Base  Rate" means the rate of interest equal  to  the
     rate  of  interest most recently announced by Agent  as  its
     reference, base, or prime lending rate, as the case may  be,
     for Dollar loans in the United States.
           "Base  Rate  Option" shall mean that rate of  interest
     equal  to the higher of (i) the Base Rate minus one  percent
     (1%) per annum; or (ii) the Federal Funds Rate (as in effect
     from  time to time) plus one-half of one percent (1/2%)  per
     annum. The Base Rate Option is determined daily.
          "Borrower" means Cracker Barrel Old Country Store, Inc.
     and its permitted successors and assigns.
           "Borrowing  Request" means a request in  the  form  of
     Exhibit  E  hereto submitted by Borrower for an  Advance  as
     described in Section 2.05 of this Agreement.
           "Business Day" means any day other than a Saturday,  a
     Sunday, a legal holiday or day on which commercial banks are
     authorized  to close for business in New York  City  or  the
     State  of Tennessee; provided that in the case of an Advance
     as  a  LIBOR  Rate Loan, such day is also  a  day  on  which
     dealings  between  banks  are  carried  on  in  U.S.  dollar
     deposits in the London interbank market.
           "Closing Date" means the 17th day of February, 1997.
           "Code"  means the Internal Revenue Code  of  1986,  as
     amended from time to time, and any successor statute.
           "Conditions Precedent" means those matters  or  events
     that  must  be  completed or must occur or  exist  prior  to
     Lenders' being obligated to fund any Advance, including, but
     not  limited  to,  those  matters described  in  Article  IV
     hereof.
            "Debt"  means,  with  respect  to  any  Person,   all
     obligations  of such Person, contingent or otherwise,  which
     in  accordance with GAAP would be classified  on  a  balance
     sheet  of  such Person as liabilities, and in addition  such
     term shall include, but without duplication: (a) liabilities
     secured by any mortgage, pledge or lien existing on Property
     owned by such Person and subject to such mortgage, pledge or
     lien,  whether  or not the liability secured  thereby  shall
     have  been assumed by such Person, (b) all indebtedness  and
     other  similar monetary obligations of such Person, (c)  all
     guaranties,  obligations in respect of  letters  of  credit,
     endorsements   (other   than  endorsements   of   negotiable
     instruments  for  purposes  of collection  in  the  ordinary
     course  of  business),  obligations  to  purchase  goods  or
     services for the purpose of supplying funds for the purchase
     or   payment   of  Debt  of  others  and  other   contingent
     obligations  in  respect  of, or to purchase,  or  otherwise
     acquire,  or  advance  funds for the purchase  of,  Debt  of
     others,  (d)  all  obligations of such Person  to  indemnify
     another Person to the extent of the amount of indemnity,  if
     any,  which would be payable by such Person at the  time  of
     determination of Debt and (e) all obligations of such Person
     under capital leases.
          "Default Rate" means an interest rate equal to the Base
     Rate plus two percent (2.00%) per annum.
          "Default" or "Event of Default" means the occurrence of
     any of the events specified in Section 8.01 hereof.
           "Default Conditions" or "Default Condition" means  the
     occurrence  of any of the events specified in  Section  8.03
     hereof.
           "EBIT" (Earnings Before Interest and Taxes) means  for
     Borrower,  as  determined on a consolidated  basis  for  any
     specified period, an amount equal to the sum of: (A) pre-tax
     income, plus (B) total Interest Expense.
           "Eligible Assignee" means: (i) with the prior  consent
     of  Borrower,  which  will not be unreasonably  withheld  or
     delayed,  a commercial bank or financial institution  having
     total  assets in excess of $1,000,000,000 or any  commercial
     finance  or  asset-based  lending  Affiliate  of  any   such
     commercial bank or financial institution which has  complied
     with  Section  12.12  herein, or  (ii)  any  Lender,  or  an
     Affiliate thereof. The consent of Borrower shall  not  be  a
     condition precedent to assignment to an Eligible Assignee if
     an Event of Default exists and is continuing.
           "Environmental Law" means any federal, state, or local
     law,   statute,  ordinance,  or  regulation  applicable   or
     pertaining  to health, industrial hygiene, waste  materials,
     removal  of  waste materials, oil, gas, underground  storage
     tanks,  Hazardous Substances, other environmental conditions
     on, under, or affecting any of the Borrower's Property.
           "ERISA"  means the Employee Retirement Income Security
     Act of 1974, as amended from time to time, including (unless
     the  context  otherwise requires) any rules  or  regulations
     promulgated thereunder.
           "Excluded Subsidiary" or "Excluded Subsidiaries" means
     collectively Cracker Barrel Old Country Store TV, Inc.,  and
     any  future  Subsidiary which is not required to  execute  a
     Guaranty under the provisions of Section 5.12 hereof.
           "Facing  Fee" means the product of (a) .04% multiplied
     by (b) the face amount of any Letter of Credit.
            "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 member  banks  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 next preceding Business Day)  by  the
     Federal Reserve Bank of Atlanta, or, if such rate is not  so
     published for any day that is a Business Day, the average of
     the quotations for such day on such transactions received by
     the Agent from three (3) Federal funds brokers of recognized
     standing selected by the Agent.
           "Financial  Statements"  means  (i)  the  consolidated
     financial  statement  or  statements  of  Borrower  and  its
     Subsidiaries, described or referenced in Section 3.06 hereof
     and  delivered with this Agreement to Agent for distribution
     to   Lenders,  and  (ii)  subsequent  financial   statements
     required to be provided pursuant to Section 5.01(a) and  (b)
     of this Agreement.
           "Fiscal  Quarter" means each of the  quarters  of  the
     Fiscal Year ending on or about the last day of each January,
     April, July and October.
           "Fiscal  Year"  or "Annually" means  the  twelve-month
     accounting period ending on or about July 31st of each  year
     and  presently used by the Borrower as its fiscal  year  for
     accounting purposes.
           "Funding  Account"  shall mean  that  certain  account
     maintained  by  Borrower  with Agent,  bearing  account  no.
     7020125402.
           "GAAP"  means generally accepted accounting principles
     in the United States.
           "Guarantors" or "Guarantor" means all Subsidiaries  of
     Borrower, whether now existing or hereafter created,  except
     for Excluded Subsidiaries.
            "Guaranty"   and  "Guarantees"  means  the   guaranty
     agreements  executed by each Guarantor in substantially  the
     form  as  set  forth  in Exhibit F, or as  otherwise  agreed
     between Agent and Guarantor.
           "Hazardous Substances" means those substances included
     within  the  definition  of hazardous substances,  hazardous
     materials,  toxic  substances,  or  solid  waste  under  the
     Comprehensive   Environmental  Response,  Compensation   and
     Liability  Act  of  1980, as amended, 42  U.S.C.   9601,  et
     seq.; the Resource Conservation and Recovery Act of 1976, 42
     U.S.C.     6901,   et   seq.;   the   Hazardous    Materials
     Transportation   Act,  49  U.S.C.   1801,   et   seq.;   any
     applicable  state  law  and in the  regulations  promulgated
     pursuant  to  such acts and laws, and such other substances,
     materials, and waste which are or become regulated under any
     Environmental Law.
           "Interest  Expense"  shall mean with  respect  to  the
     applicable  period,  the  aggregate  interest  expense   and
     amortization of deferred loan costs of Borrower  (calculated
     without  regard to any limitations on the payment  thereof),
     imputed   interest  on  capitalized  lease  obligations   of
     Borrower,  and  net  costs  under interest  rate  protection
     agreements for Borrower, all on a consolidated basis and  as
     determined in conformity with GAAP.
           "Interest Rate Period" or "Interest Period"  shall  be
     applicable only to Advances calculated using the LIBOR  Rate
     Option,  and shall mean a one-month, two-month, three-month,
     or  six-month time period selected by Borrower  pursuant  to
     Section  2.04 herein. No Interest Rate Period may end  on  a
     date extending beyond the Maturity Date.
           "Lease Adjusted Funded Debt" shall mean the sum of (1)
     all  Debt (as previously defined in this Agreement); and (2)
     the  present  value  of all operating lease  obligations  as
     determined  in  accordance with standard S & P  methodology.
     The  calculation  of  Lease Adjusted  Funded  Debt  for  the
     Borrower  shall  include all Lease Adjusted Funded  Debt  of
     Borrower determined on a consolidated basis, plus all  Lease
     Adjusted  Funded  Debt  of  other Persons,  which  has  been
     guaranteed  by  Borrower  and  any  Person  whose  financial
     statements are consolidated with the Financial Statements of
     Borrower or which is supported by a letter of credit  issued
     for  the  account of Borrower and any Person whose financial
     statements are consolidated with the Financial Statements of
     Borrower,  or  as to which and to the extent which  Borrower
     and   any  other  Person  whose  financial  statements   are
     consolidated  with the Financial Statements of  Borrower  or
     their assets have become liable for payment thereof.
           "Lender"  or "Lenders" means STB, the other banks  and
     lending  institutions listed on the signature  pages  hereof
     and  each  permitted assignee thereof, if any,  pursuant  to
     Section 12.12, but shall not include any participant.
           "Letter  of Credit Application Agreement"  means  that
     certain  Application and Agreement for Issuance of a  Letter
     of  Credit  in  the form of Exhibit D hereto  or  any  other
     similar  form required by the Agent appropriately  completed
     by the Borrower pursuant to Section 2.02(a) herein.
           "Letter  of Credit Fee" means an amount equal  to  the
     product of: (a) one quarter of one percent (.25%) per  annum
     multiplied  by (b) the face amount of the Letter of  Credit,
     but in any event no less than Five Hundred Dollars ($500).
           "Letters of Credit" has the same meaning as set  forth
     in Section 2.02 herein.
           "LIBOR  Rate" means the offered rates for deposits  in
     U.S.  Dollars  for  the  applicable  Interest  Rate  Period,
     selected  by  Borrower  in  accordance  with  the  terms  of
     Section 2.04, as quoted on the Telerate System subscribed to
     by  Agent,  and which appears on Telerate Page  3750  as  of
     11:00 a.m., London time, two (2) Business Days prior to  the
     beginning of any applicable Interest Rate Period. If any  of
     such  one-month  or  two-month or three-month  or  six-month
     rate,  as  the  case may be, is unavailable on the  Telerate
     System,  then such rate shall be determined by and based  on
     any  other  interest  rate reporting  service  of  generally
     recognized standing designated in advance in writing by  the
     Agent to the Borrower.
           "LIBOR Rate Option" means that rate of interest  equal
     to  the  LIBOR Rate for the applicable Interest Rate  Period
     plus one quarter of one percent (.25%) per annum.
           "Lien"  means  any  interest in Property  securing  an
     obligation owed to, or a claim by, a Person other  than  the
     owner of the Property, whether such interest is based on the
     common  law,  statute, or contract, and including,  but  not
     limited  to,  the lien or security interest arising  from  a
     mortgage,    encumbrance,   pledge,   security    agreement,
     conditional  sale, or trust receipt or a lease, consignment,
     or  bailment  for security purposes. The term  "Lien"  shall
     include  reservations, exceptions, encroachments, easements,
     rights-of-way, covenants, conditions, restrictions,  leases,
     and  other  title exceptions and encumbrances affecting  the
     Property. For the purposes of this Agreement, Borrower shall
     be  deemed to be the owner of any Property that Borrower has
     acquired  or holds subject to a conditional sale  agreement,
     financing  lease,  or other arrangement  pursuant  to  which
     title to the Property has been retained by or vested in some
     other Person for security purposes.
          "Loan" or "Loans" means any borrowing by Borrower under
     this Agreement, and/or any extension of credit by Lenders or
     Swing   Line  Lender  to  the  Borrower  pursuant  to   this
     Agreement,  the  Revolving Credit Loan, the Term  Loan,  the
     Swing  Line Loan, or any other Loan Document, including  any
     renewal, amendment, extension, or modification thereof.
           "Loan Documents" means, collectively, each document or
     certificate  executed, furnished or delivered in  connection
     with  this  Agreement  (whether before,  at,  or  after  the
     Closing   Date),   including,   without   limitation,   this
     Agreement,  the  Revolving Credit Note, the Term  Note,  the
     Swing  Line  Note, the Guarantees, and all other  documents,
     certificates,  reports, and instruments that this  Agreement
     requires  or  that were executed or delivered (or  both)  at
     Agent's request.
           "Majority  Lenders"  means  those  Lenders  with   an
     aggregate Pro Rata Share equal to or greater than 66 2/3%.
           "Material"  or  "material" as  used  herein  shall  be
     determined with respect to Borrower on a consolidated basis.
          "Maturity Date" for the Revolving Credit Loan, the Term
     Loan and the Swing Line Loan shall mean December 2, 2001.
           "Maximum Total Amount" means: (i) with respect to  the
     Revolving  Credit Loan, the principal amount of $75,000,000,
     less  the aggregate face amounts of all outstanding  Letters
     of  Credit  (which  has  a sublimit under  Section  2.02  of
     $25,000,000),  less  the  aggregate  outstanding   principal
     amount of the Swing Line Note; (ii) with respect to the Term
     Loan,  the  principal amount of $50,000,000; and (iii)  with
     respect  to  the  Swing Line Loan, the principal  amount  of
     $5,000,000.
           "Moody's" means Moody's Investors Services, Inc.
           "PBGC"  means the Pension Benefit Guaranty Corporation
     and  any  entity succeeding to any or all of  its  functions
     under ERISA.
          "Permitted Encumbrances" means: (i) taxes, assessments,
      and  other  governmental charges that are not delinquent  or
     that  are  being  contested  in good  faith  by  appropriate
     proceedings  duly  pursued; (ii) mechanic's,  materialmen's,
     contractors', landlords', or other similar Liens arising  in
     the  ordinary course of business, securing obligations  that
     are not delinquent or that are being contested in good faith
     by   appropriate   proceedings  duly  pursued;   and   (iii)
     restrictions,   exceptions,  reservations,  easements,   and
     restrictive  covenants  affecting  any  of  Borrower's  real
     property  and  that do not materially and  adversely  affect
     such real property.
             "Person"    means   any   individual,   corporation,
     partnership,   joint  venture,  association,   joint   stock
     company, trust, unincorporated organization, government,  or
     any  agency or political subdivision thereof, or  any  other
     form of entity.
           "Plan"  means  any  employee  benefit  or  other  plan
     established  or  maintained, or to which contributions  have
     been made, by the Borrower or any Subsidiary and covered  by
     Title  IV  of  ERISA or to which Section  412  of  the  Code
     applies.
           "Principal Office" means the principal office  of  the
     Agent   located  at  201  Fourth  Avenue  North,  Nashville,
     Tennessee 37219.
           "Pro Rata Share" means the percentage of interest held
     by   each  of  the  Lenders  as  set  forth  opposite  their
     respective  signatures  hereto, as such  percentage  may  be
     adjusted  from  time to time as a result of  assignments  or
     amendments made pursuant to this Agreement.
           "Property" or "Properties" means any interest  in  any
     kind of property or asset, whether real, personal, or mixed,
     or tangible or intangible.
           "Revolving Credit Advance" means an Advance under  the
     Revolving Credit Notes.
           "Revolving Credit Loan" means the aggregate amount  of
     all Advances under the Revolving Credit Notes.
           "Revolving Credit Loan Commitment" means, relative  to
     any  Lender,  such  Lender's  obligation  to  make  Advances
     pursuant to Section 2.01(a) of this Agreement.
           "Revolving  Credit Note" and "Revolving Credit  Notes"
     means,  as the context may require: (a) any of the revolving
     credit  notes executed by the Borrower payable to the  order
     of  any  Lender,  substantially in the  form  of  Exhibit  A
     hereto,  originally  in  the  principal  amounts  each  such
     Lender's  Pro  Rata Share bears to the Maximum Total  Amount
     for  the  Revolving  Credit Loan, evidencing  the  aggregate
     indebtedness  of the Borrower to such Lender resulting  from
     the   outstanding  Revolving  Credit  Loan,  as  each   such
     Revolving  Credit  Note may from time to  time  be  amended,
     increased,  decreased, extended, renewed,  restated,  and/or
     changed  in any way, and all other promissory notes accepted
     from  time  to  time in amendment, renewal,  payment  and/or
     substitution   thereof   and/or   therefor,    and/or    (b)
     collectively, all of the foregoing.
          "S&P" means Standard & Poor's, a division of The McGraw-
     Hill Companies.
           "Subsidiary" means any corporation of which more  than
     fifty  percent  (50%) of the issued and  outstanding  Voting
     Stock  is  owned or controlled at the time as of  which  any
     determination  is being made directly or indirectly  by  any
     Person.
           "Swing  Line  Lender" shall mean  the  Agent  and  its
     successors and assigns.
           "Swing  Line Loan" means all Advances made  under  the
     Swing Line Note up to the Swing Line Subcommitment.
           "Swing  Line Note" means the revolving credit note  of
     the Borrower, payable to the order of the Swing Line Lender,
     in  substantially  the  form of Exhibit  C  hereto,  in  the
     principal  amount  of up to $5,000,000  issued  pursuant  to
     Section  2.03  herein,  as such may be  from  time  to  time
     supplemented, modified, amended, renewed or extended.
           "Swing Line Rate" shall be a rate of interest equal to
     the LIBOR Rate for three-month periods plus three-tenths  of
     one  percent  (.30%)  per  annum. The  Swing  Line  Rate  of
     interest shall fluctuate on a daily basis.
          "Swing Line Subcommitment" shall mean $5,000,000.
          "Term Loan" means the Advance under the Term Notes.
           "Term  Loan Advance" means the Advance under the  Term
     Notes.
           "Term  Loan Commitment" means, relative to any Lender,
     such  Lender's  obligation to make an  Advance  pursuant  to
     Section 2.01(b) of this Agreement.
           "Term Loan Rate" means a rate of interest equal to the
     LIBOR  Rate for three-month periods plus one quarter of  one
     percent (.25%) per annum. The Term Loan Rate shall be  reset
     two  (2)  Business Days prior to the end of  the  applicable
     Interest  Rate Period and shall be effective  for  the  next
     ensuing Interest Rate Period.
           "Term Note" and "Term Notes" means, as the context may
     require:  (a) any of the term notes executed by the Borrower
     payable  to  the order of any Lender, substantially  in  the
     form  of  Exhibit  B  hereto, originally  in  the  principal
     amounts  each  such  Lender's Pro Rate Share  bears  to  the
     Maximum  Total  Amount  of  the Term  Loan,  evidencing  the
     aggregate  indebtedness  of  the  Borrower  to  such  Lender
     resulting from the outstanding Term Loan, as each such  Term
     Note may from time to time be amended, increased, decreased,
     extended, renewed, restated, and/or changed in any way,  and
     all  other  promissory notes accepted from time to  time  in
     amendment,  renewal,  payment  and/or  substitution  thereof
     and/or  therefor,  and/or  (b)  collectively,  all  of   the
     foregoing.
          "Total Capitalization" means an amount equal to the sum
     of  Lease Adjusted Funded Debt plus Borrower's shareholders'
     equity  (as  determined by GAAP), all  as  determined  on  a
     consolidated basis.
           "Voting  Stock" means securities of  any  class  of  a
     corporation,  the  holders of which are ordinarily,  in  the
     absence  of  contingencies, entitled to elect a majority  of
     the  corporate  directors  (or  persons  performing  similar
     functions).
     Article II. The Credit.
      Section  2.01  Loan Facilities. Subject to  the  conditions
precedent  set forth in this Agreement and pursuant to the  terms
of  the  Loan Documents and in reliance upon the representations,
warranties,  and  covenants  set forth  in  the  Loan  Documents,
Lenders agree to make the following loans to Borrower:
      (a)   The Revolving Credit Loan. In the aggregate  for  all
Lenders  up  to the Maximum Total Amount and on any Business  Day
occurring  prior  to  the Maturity Date,  each  Lender  severally
agrees to make Revolving Credit Advances under the terms of  this
Agreement  (relative to such Lender) to the Borrower as evidenced
by  a Revolving Credit Note equal to such Lender's Pro Rata Share
of  the  aggregate  amount of the borrowing  of  total  Revolving
Credit Advances requested by the Borrower to be made on such day.
      (b)  Term Loan. Each Lender severally agrees to make a Term
Loan  Advance on March 3, 1997, under the terms of this Agreement
(relative  to  such Lender) to the Borrower as evidenced  by  the
Term  Note equal to such Lender's Pro Rata Share of Fifty Million
Dollars ($50,000,000).
     (c)  The amount available to be advanced under the Revolving
Credit Loan shall be reduced dollar-for-dollar by the sum of: (i)
the face amount of any outstanding Letter of Credit, and (ii) the
principal  amount outstanding from time to time under  the  Swing
Line  Note. In no event shall the Borrower permit the sum of  (x)
the  face amount of outstanding Letters of Credit; plus  (y)  the
outstanding principal amount of the Swing Line Note, plus (z) the
outstanding  principal amount of the Revolving  Credit  Notes  to
exceed the Maximum Total Amount. The outstanding principal amount
of all Term Notes shall not exceed the Maximum Total Amount.
      (d)  On the terms and subject to the conditions hereof  and
the  Revolving Credit Notes, and provided no Event of Default  or
Default  Condition has occurred, the Borrower may borrow,  repay,
and  reborrow under the Revolving Credit Loan. On the  terms  and
subject  to  the  conditions hereof and the Term Notes,  Borrower
shall  borrow  Fifty Million Dollars ($50,000,000)  on  March  3,
1997, as the Term Loan.
      (e)  The failure of any Lender to make an Advance under its
Revolving  Credit  Loan Commitment or Term Loan Commitment  shall
not relieve any other Lender of its obligations hereunder to make
Advances under such Lender's Revolving Credit Loan Commitment  or
Term Loan Commitment, but no Lender shall be responsible for  the
failure of any other Lender to make an Advance to be made by such
other Lender on the date of any requested Advance.
      Section  2.02 Letters of Credit. (a) Provided no  Event  of
Default or Default Condition exists, and subject to the terms and
conditions  of the Loan Documents, the Lenders have  agreed  that
the  Agent  on  behalf of the Lenders will issue to  third  party
beneficiaries on Borrower's account, irrevocable standby  letters
of  credit  ("Letters of Credit") in the face  amount  of  up  to
$25,000,000  in  the aggregate. Agent on behalf  of  the  Lenders
shall  not be required to issue Letters of Credit in an aggregate
face  amount  exceeding  $25,000,000.  In  connection  with   the
issuance of each Letter of Credit, the Borrower shall complete  a
Letter   of   Credit  Application  Agreement,  and   such   other
documentation  in form and substance as required  by  Agent.  The
term  of any Letter of Credit shall not exceed twelve (12) months
from the date of its issuance.
      (b)   In  connection with the issuance  of  any  Letter  of
Credit,  the Borrower shall pay to Agent a Letter of  Credit  Fee
(payable on the date of the issuance of the Letter of Credit)  to
be  apportioned and paid by Agent to each of the Lenders pursuant
to  the  Pro Rata Share of each Lender. If the term of any Letter
of  Credit  is less than one (1) month, the Letter of Credit  Fee
shall  be  calculated as if the term of the Letter of Credit  was
equal to one (1) month.
      (c)   In  connection with the issuance  of  any  Letter  of
Credit,  the  Borrower  shall also pay  to  Agent  a  Facing  Fee
(payable  on  the date of the issuance of the Letter  of  Credit)
calculated  on an annual basis. None of the Lenders,  except  for
the Agent, shall share in the Facing Fee.
      (d)  The Agent agrees to use its best efforts to issue  and
deliver  to  the Borrower each requested Letter of Credit  within
three  (3)  Business Days following submission by Borrower  of  a
properly completed Letter of Credit Application Agreement.
      (e)   No  Letter of Credit shall be issued for a term  that
extends beyond the Maturity Date. The language of each Letter  of
Credit,  including the requirements for a draw thereunder,  shall
be subject to the reasonable approval of the Agent.
      (f)   The  face amount of any outstanding Letter of  Credit
shall reduce the Borrower's ability to receive Advances under the
Revolving  Credit Loan by such amount. Additionally, any  payment
by  Agent under a Letter of Credit shall be treated as an Advance
under the Revolving Credit Loan, and the terms and provisions  of
repayment  shall  be  treated as an Advance under  the  Revolving
Credit Loan.
      (g)  The Lenders shall participate in all Letters of Credit
requested  by  the  Borrower under this  Agreement.  Each  Lender
holding  a  Revolving Credit Note, upon issuance of a  Letter  of
Credit  by  the Agent, shall be deemed to have purchased  without
recourse,  a risk participation from the Agent in such Letter  of
Credit and the obligations arising thereunder, in each case in an
amount equal to its Pro Rata Share of all obligations under  such
Letter  of  Credit  and  shall absolutely,  unconditionally,  and
irrevocably assume, as primary obligor and not as surety, and  be
obligated  to pay to the Agent therefor and discharge  when  due,
its  Pro Rata Share of all obligations arising under such  Letter
of  Credit.  Without limiting the scope and nature of a  Lender's
participation  in any Letter of Credit, to the  extent  that  the
Agent has not been reimbursed as required hereunder or under  any
such  Letter of Credit, each such Lender shall pay to  the  Agent
its Pro Rata Share of such unreimbursed drawing in same day funds
on  the  day  of  notification by the Agent  of  an  unreimbursed
drawing. The obligation of each Lender to so reimburse the  Agent
shall be absolute and unconditional and shall not be affected  by
the  occurrence of a Default Condition or an Event of Default  or
any other occurrence or event.
     Section 2.03 Swing Line Loan.
           (a)  Swing Line Subcommitment. Subject to and upon the
     terms and conditions herein set forth, the Swing Line Lender
     severally  establishes in favor of the Borrower,  its  Swing
     Line  Subcommitment. The Swing Line Lender, subject  to  and
     upon the terms and conditions set forth herein, from time to
     time,  agrees  to  make to the Borrower Advances  under  the
     Swing Line Loan in an aggregate principal amount outstanding
     at  any  time  not  to exceed the Swing Line  Subcommitment.
     Borrower  shall  be entitled to repay and reborrow  Advances
     under  the Swing Line Loan in accordance with the provisions
     hereof and the Swing Line Note.
           (b)  Amount and Terms of Swing Line Loan. Each Advance
     under the Swing Line Loan shall be made from the Swing  Line
     Lender  at  the  Swing  Line Rate  in  accordance  with  the
     borrowing  procedure  specified  in  Section  2.05(c).  Each
     Advance  under the Swing Line Loan shall be in  a  principal
     amount  of  not less than $100,000 and shall be in multiples
     of  $100,000  in  excess  thereof.  The  Borrower  shall  be
     required to repay any Advance made under the Swing Line Loan
     in full within thirty (30) days after such Advance is made.
           (c)   Repayment of Swing Line Loan by Revolving Credit
     Loan.  If  (i)  after giving effect to any  request  for  an
     Advance,  the  aggregate principal amount of  the  Revolving
     Credit  Loan  (including the face amount of all  outstanding
     Letters of Credit), and the Swing Line Loan would exceed the
     maximum  amount  of the Revolving Credit Note  held  by  the
     Swing  Line  Lender,  or  (ii)  there  are  any  outstanding
     Advances under the Swing Line Loan upon the occurrence of an
     Event  of  Default,  then each Lender  holding  a  Revolving
     Credit  Note  hereby agrees, upon the request of  the  Swing
     Line  Lender, to make an Advance under the Revolving  Credit
     Loan  in an amount equal to such Lender's Pro Rata Share  of
     the outstanding principal amount of the Swing Line Loan (the
     "Refundable Swing Line Loan") outstanding on the  date  such
     notice  is  given.   On  or  before 11:00  a.m.  (Nashville,
     Tennessee time) on the first Business Day following  receipt
     by  such Lender of a request to make the Advances referenced
     in  the preceding sentence, each such Lender (other than the
     Swing Line Lender) shall deposit in an account specified  by
     the  Agent  to the Lenders from time to time the  amount  as
     requested in same day funds, whereupon such funds  shall  be
     immediately delivered to the Swing Line Lender (and not  the
     Borrower)  and  applied to repay the Refundable  Swing  Line
     Loan.  On the day such Advances are made by the Lenders, the
     Swing  Line Lender's Pro Rata Share of the Refundable  Swing
     Line  Loan  shall be deemed to be paid with the proceeds  of
     the  Revolving Credit Advance made by the Swing Line Lender.
     Upon  the  making of any Advance under the Revolving  Credit
     Loan  pursuant  to  this subpart (c), the amount  so  funded
     shall  become due under each Lender's Revolving Credit  Note
     and  shall  no  longer be owed under the  Swing  Line  Note.
     Additionally,  the Applicable Rate on such Refundable  Swing
     Line  Loan  shall initially be the Base Rate  Option.   Each
     Lender's  obligation  to make Advances under  its  Revolving
     Credit  Note  referred  to  in this  subpart  (c)  shall  be
     absolute and unconditional and shall not be affected by  any
     circumstance, happening or event whatsoever, whether or  not
     similar to any of the foregoing.
           (d)   Purchasing of Participations. In the event  that
     (i)  the Borrower is subject to any bankruptcy or insolvency
     proceedings,  or  (ii)  if the Swing Line  Lender  otherwise
     requests, each Lender holding a Revolving Credit Note  shall
     acquire   without   recourse  or  warranty,   an   undivided
     participation interest in the Swing Line Loan equal to  such
     Lender's Pro Rata Share by paying to the Swing Line  Lender,
     in same day funds, an amount equal to such Lender's Pro Rata
     Share  of  the Swing Line Loan. From and after the  date  on
     which  such  Lender  purchases  an  undivided  participation
     interest in the Swing Line Loan pursuant to this clause, the
     Swing   Line   Lender  shall  distribute  to   such   Lender
     (appropriately  adjusted, in the case of interest  payments,
     to  reflect  the period of time during which  such  Lender's
     participation  interest  is  outstanding  and  funded)   its
     ratable amount of all payments of principal and interest  in
     respect  of  the Swing Line Loan in like funds as  received;
     provided,  however, that in the event such payment  received
     by  the Swing Line Lender is required to be returned to  the
     Borrower, such Lender shall return to the Swing Line  Lender
     the  portion  of any amounts which such Lender had  received
     from the Swing Line Lender in like funds.
     Section 2.04   Interest Rate.
           (a)   The  Applicable  Rate  for  Advances  under  the
     Revolving  Credit Loan shall either be the Base Rate  Option
     or  the  LIBOR Rate Option, as selected by Borrower pursuant
     to  the procedures specified in parts (b) and (c) below. The
     Applicable  Rate for Advances under the Term Loan  shall  be
     the  Term Loan Rate. The Term Loan Advance shall be  for  an
     Interest  Rate  Period of three-months. The Term  Loan  Rate
     shall be reset two (2) Business Days prior to the end of the
     current  Interest Rate Period, for the next ensuing Interest
     Rate  Period.  The Applicable Rate for the Swing  Line  Loan
     shall be the Swing Line Rate.
          (b)  So long as the Borrower complies with Section 2.05
     herein,  the Borrower may elect that any Advance  under  the
     Revolving Credit Loan shall bear interest at either the Base
     Rate Option or the LIBOR Rate Option. In the event that  the
     Borrower  fails  to  designate  an  Applicable  Rate  for  a
     Revolving Credit Loan, or in the event the Borrower fails to
     make   an   interest  rate  election  in  strict  compliance
     herewith,  then it shall be conclusively presumed  that  the
     Borrower has selected the LIBOR Rate Option with a  one  (1)
     month   Interest  Rate  Period  for  such  Revolving  Credit
     Advance.
           (c)   At  least  two (2) Business Days  prior  to  the
     expiration  of  any applicable Interest Rate  Period  for  a
     Revolving  Credit Loan, the Borrower shall designate  a  new
     Applicable  Rate.  In the event that the Borrower  fails  to
     designate  a  new Applicable Rate at least two (2)  Business
     Days prior to the expiration of any applicable Interest Rate
     Period,  then  it  shall be conclusively presumed  that  the
     Borrower has selected the LIBOR Rate Option with a  one  (1)
     month  Interest  Rate Period as the Applicable  Rate  to  be
     effective on the expiration of such Interest Rate Period.
           (d)   In the event that the Borrower selects the  Base
     Rate  Option  as the Applicable Rate for a Revolving  Credit
     Loan, then the Base Rate Option shall remain effective until
     two  (2) Business days subsequent to the date Agent receives
     notice  that  Borrower has elected to change the  Applicable
     Rate for a Revolving Credit Advance to a LIBOR Rate Option.
           (e)   Upon the occurrence of an Event of Default,  the
     indebtedness described herein and all obligations  hereunder
     shall bear interest at the Default Rate.
           (f)   All  interest and all fees for the  issuance  of
     Letters of Credit shall be calculated on the basis of a 360-
     day year and actual days elapsed.
      Section  2.05  Borrowing Procedure.  (a)  In  General.  The
Borrower  authorizes the Agent to deposit all Advances  into  the
Funding  Account. Any one of the Persons who hold  the  following
titles  with Borrower is authorized to request an Advance:  Chief
Executive  Officer, President, Chief Financial Officer, Treasurer
and Assistant Treasurer.
     (b)  Requests for Revolving Credit Loan. Borrower shall give
the Agent at least two (2) Business Day's prior written notice of
a  proposed Advance at the LIBOR Rate Option and same  day  prior
written  notice (by 11:00 a.m. Nashville, Tennessee  time)  of  a
proposed  Advance  at the Base Rate Option, under  the  Revolving
Credit  Loan by presentation of a Borrowing Request.  Any  notice
received  by Borrower after 11:00 a.m. Nashville, Tennessee  time
will  be  deemed given on the next Business Day. With  regard  to
requests  for  Advances  under the  Revolving  Credit  Loan,  the
following  shall  apply:  (a)  in the  event  that  the  Borrower
designates  the  Base  Rate Option as the  Applicable  Rate,  the
requested  Advance must be in a minimum amount  of  $500,000  and
increments  of $100,000 in excess thereof; and (b) in  the  event
the  Borrower  designates the LIBOR Rate Option as the  requested
Applicable  Rate,  the requested Advance must  be  in  a  minimum
amount  of  $2,500,000  and  increments  of  $500,000  in  excess
thereof. Agent shall give notice to Lenders of a request  for  an
Advance  by 1:00 p.m. (Nashville, Tennessee time) on the date  of
such  request,  and each Lender shall wire immediately  available
funds to Agent by 2:00 p.m. (Nashville, Tennessee time) the  date
of the requested Advance.
      (c)   Swing  Line Note. Borrower may give  the  Agent  oral
notice  of a request for an Advance under the Swing Line Note  no
later  than  11:00 A.M. (Nashville, Tennessee time)  followed  by
facsimile transmission sent to Agent. Borrower shall specify that
such  request is a request under the Swing Line Note, and subject
to  availability  under  the Swing Line  Note  and  provided  the
request  is  made no later than 11:00 A.M. (Nashville,  Tennessee
time),  the Agent shall make the Advance by crediting the Funding
Account  no  later than the close of business on the day  of  the
borrowing. With regard to requests for Advances under  the  Swing
Line  Loan,  the following shall apply: Advances shall  be  in  a
minimum  amount of $100,000 and increments of $100,000 in  excess
thereof.
      (d)  No Liability. The Agent and the Lenders shall have  no
liability  to Borrower arising out of their compliance  with  the
borrowing  procedure specified in this Section 2.05,  except  for
acts of gross negligence or willful misconduct.
      (e)   Warranty. The request by the Borrower of  an  Advance
shall  constitute a warranty by the Borrower that as of the  date
of  the  request and as of the date the Advance is made:  (i)  no
Event of Default or Default Condition has occurred; and (ii)  the
representations and warranties contained in Article III  of  this
Agreement remain true, correct, and accurate.
      Section  2.06  Use of Proceeds. Proceeds of  the  Revolving
Credit  Loan  and  the  Swing Line Loan shall  be  used  to  fund
Borrower's  working  capital, acquisitions, capital  expenditures
needs and for Borrower's general corporate purposes. Proceeds  of
the  Term  Loan  shall  be  used  to  repay  and  to  cancel  all
outstanding  amounts  owed to STB under that certain  $50,000,000
promissory note dated November 22, 1996.
      Section 2.07 Participation. Any Lender shall have the right
to  enter into one or more participation agreements with  one  or
more  of  its  Affiliates. Subject to Borrower's  approval  under
Section 12.12(d), each Lender shall have the right to enter  into
one  or more participation agreements with one or more banks,  or
financial  institutions which are not Affiliates of such  Lender,
on such terms and conditions as such Lender shall deem advisable.
Notwithstanding  any  provisions  of  this  section  or   Section
12.12(d), a Lender shall have the right to enter into one or more
participation agreements without the consent of Borrower,  if  an
Event of Default exists and is continuing. Borrower shall furnish
a  sufficient  number  of copies of reports and  certificates  to
Lenders  so  that  Lenders  and each participating  lender  shall
receive a copy of each such document.
      Section  2.08 Term of This Agreement. This Agreement  shall
mature and all amounts under this Agreement, the Revolving Credit
Note,  the  Term Note and the Swing Line Note shall  be  due  and
payable  on  the Maturity Date. This Agreement shall  be  binding
upon  the  Borrower  so long as any portion of  the  indebtedness
described  herein  remains  outstanding,  provided  and   except,
Borrower's  representations, warranties, and indemnity agreements
shall survive the payment in full of such indebtedness.
      Section 2.09 Payments to Principal Office; Debit Authority.
Each  payment under the Revolving Credit Loan and Term Loan shall
be  made without defense, setoff, or counterclaim to Agent at its
Principal  Office in U.S. Dollars for the account of Lenders  and
in  immediately  available funds before  11:00  a.m.  (Nashville,
Tennessee  time) on the date such payment is due. The Agent  may,
but  shall  not  be obligated to, debit the amount  of  any  such
payment which is not made by such time to any deposit account  of
the  Borrower with the Agent. Each payment under the  Swing  Line
Loan  shall  be  made to Agent at its Principal  Office  in  U.S.
Dollars  and  in  immediately available funds before  11:00  a.m.
(Nashville,  Tennessee time) on the date  such  payment  is  due.
Payments  received after 11:00 a.m. (Nashville,  Tennessee  time)
will  be  deemed received on the next Business Day.  Agent  shall
wire,  in  immediately  available funds,  each  such  payment  to
Lenders  by  2:00 p.m. (Nashville, Tennessee time)  on  the  date
payments are received.
     Section 2.10 Prepayment.
           (a)   Required  Prepayment.   Whenever  the  aggregate
     amount  outstanding under the Revolving Credit Loan or  Term
     Loan  (as applicable) exceeds the Maximum Total Amount,  the
     Borrower  shall immediately pay to Lenders such  amounts  as
     may  be  necessary  to cause the aggregate principal  amount
     outstanding under the Revolving Credit Loan or Term Loan (as
     applicable)  to be equal to or less than the  Maximum  Total
     Amount. Whenever the amount outstanding under the Swing Line
     Note  exceeds  the  Maximum Total  Amount  permitted  to  be
     outstanding  under the Swing Line Loan, the  Borrower  shall
     immediately pay to Agent such amounts as may be necessary to
     cause the principal amount outstanding under the Swing  Line
     Note  to  be equal to or less than the Maximum Total  Amount
     permitted to be outstanding under the Swing Line Loan;
           (b)  Optional Prepayment. The Borrower may prepay  the
     Revolving Credit Loan and Swing Line Loan as follows:
                     (i)  The Borrower may prepay the Swing  Line
          Loan  (provided  that  such reduction  shall  be  in  a
          principal  amount  of  at least $100,000  and  integral
          multiples  of  $100,000 in excess thereof)  by  written
          notice  delivered to Agent no later than 11:00 a.m.  on
          the date of such prepayment;
                     (ii) Borrower may prepay Advances under  the
          Revolving Credit Notes which bear interest at the  Base
          Rate Option (provided that such reduction shall be in a
          principal  amount  of  at least $100,000  and  integral
          multiples  of  $100,000 in excess thereof)  by  written
          notice  delivered to Agent no later than 11:00 a.m.  on
          the date of such prepayment and Agent shall give notice
          to Lenders by 2:00 p.m. on the date of such prepayment;
                     (iii) Borrower shall not have the right  and
          option  to  prepay Advances under the Revolving  Credit
          Notes  bearing interest at the LIBOR Rate Option  until
          the  expiration of the applicable Interest  Period  for
          such Advance.
All  prepayments  will be applied first to  unpaid  expenses  (if
any), then to accrued interest, then to principal.
            (c)    Permanent   Prepayments.  The   Borrower   may
     permanently prepay the Term Loan or permanently  reduce  the
     Revolving Credit Loan as follows:
                     (i)  Upon ten (10) days prior written notice
          delivered  from  Borrower to Agent,  the  Borrower  may
          permanently  reduce the maximum principal  amount  that
          may  be  borrowed  under  the  Revolving  Credit  Loan;
          provided  that such reduction shall be in  a  principal
          amount of at least $2,500,000 and integral multiples of
          $2,500,000  in excess thereof, and provided  that  such
          reduction  shall  not  reduce an outstanding  Revolving
          Credit  Advance  with  a LIBOR Rate  Option  until  the
          expiration of the applicable Interest Period  for  such
          Advance.  In  the event that a permanent  reduction  is
          made by the Borrower in the amount that may be borrowed
          under  the  Revolving Credit Loan,  the  Maximum  Total
          Amount  for the Revolving Credit Loan and the Revolving
          Credit  Loan  Commitment shall be reduced  accordingly.
          Agent  shall notify Lenders of a prepayment under  this
          subsection  within one Business Day  after  receipt  of
          notice.
                     (ii) Upon ten (10) days prior written notice
          delivered  from  Borrower to Agent,  the  Borrower  may
          permanently  prepay all or a part  of  the  Term  Loan;
          provided  that, such reduction shall be in a  principal
          amount of at least $5,000,000 and integral multiples of
          $5,000,000  in  excess  thereof.  Notwithstanding   any
          provision   in  this  Section  2.10  to  the  contrary,
          Borrower cannot prepay a Term Loan until the end of the
          applicable Interest Period. Agent shall notify  Lenders
          of  a  prepayment  under  this  subsection  within  one
          Business Day after receipt of notice.
      Section 2.11 Apportionment of Payments. Aggregate principal
and   interest  payments  with  respect  to  Advances  under  the
Revolving  Credit Loan and/or the Term Loan shall be  apportioned
among all outstanding Revolving Credit Loan Commitments and  Term
Loan Commitments to which such payments relate proportionately to
the  Lenders' respective Pro Rata Share of such Revolving  Credit
Loan  Commitments  and Term Loan Commitments. In  the  event  the
Agent  receives  payment under the Revolving Credit  Loan  and/or
Term  Loan  by 11:00 A.M. (Nashville, Tennessee time),  then  the
Agent  shall  distribute to each Lender its  share  of  all  such
payments   received  by  the  Agent  no  later  than  2:00   P.M.
(Nashville,  Tennessee time) on the date of  Agent's  receipt  of
such  payments.   Payments  received  subsequent  to  11:00  A.M.
(Nashville, Tennessee time) shall be treated as received  on  the
next succeeding Business Day. Payments received by Agent for  the
Swing  Line Loan shall not be apportioned, but shall be delivered
to the Swing Line Lender.
      Section 2.12 Sharing of Payments, Etc. If any Lender  shall
obtain  any  payment or reduction (including, without limitation,
any  amounts received as adequate protection of a deposit treated
as cash collateral under the Bankruptcy Code) of the indebtedness
relating  to  Advances under the Revolving Credit  Loan  (whether
voluntary, involuntary, through the exercise of any right of set-
off or otherwise) in excess of its Pro Rata Share of payments  or
reductions  of  the  Revolving Credit  Loan,  such  Lender  shall
forthwith (a) notify each of the other Lenders and Agent of  such
receipt,   and   (b)  purchase  from  the  other   Lenders   such
participations in the Revolving Credit Loan as shall be necessary
to  cause  such purchasing Lender to share the excess payment  or
reduction, net of costs incurred in connection therewith, ratably
with  each of them, provided that if all or any portion  of  such
excess  payment  or reduction is thereafter recovered  from  such
purchasing Lender or additional costs are incurred, the  purchase
shall  be rescinded and the purchase price restored to the extent
of  such  recovery or such additional costs, but without interest
unless  the Lender obligated to return such funds is required  to
pay  interest on such funds. Borrower agrees that any  Lender  so
purchasing a participation from another Lender pursuant  to  this
Section  2.12  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  2.13  Right  of Offset, Etc. The  Borrower  hereby
agrees that, in addition to (and without limitation of) any right
of  set-off,  banker's  lien  or  counterclaim  the  Lenders  may
otherwise  have, the Lenders shall be entitled, at their  option,
to  offset  balances held by any of them at any of their  offices
against   any  principal  of  or  interest  on  the  indebtedness
described  herein  which is not paid when  due  by  reason  of  a
failure  by  the Borrower to make any payment when  due  to  such
Lender  (regardless whether such balances are  then  due  to  the
Borrower),  in  which case such offsetting Lender shall  promptly
notify  the  Borrower,  provided that its failure  to  give  such
notice shall not affect the validity thereof.
      Section  2.14 Commitment Fee. Commencing on March 31,  1997
and  on the last day of each Fiscal Quarter thereafter and on the
Maturity   Date,  the  Borrower  shall  pay  to  the  Agent   for
distribution  to  the Lenders based on their Pro  Rata  Share,  a
commitment fee equal to one-tenth of one percent (.10%) per annum
calculated on the average unused portion of the Revolving  Credit
Loan  for  the  preceding Fiscal Quarter  (or  portion  thereof);
provided that the payment made on March 31, 1997 shall be  for  a
time  period  from  the  Closing Date  to  March  31,  1997.  The
commitment  fee shall be calculated based on a year of  360  days
for the actual number of days elapsed.
      Section 2.15 Usury. The parties to this Agreement intend to
conform strictly to applicable usury laws as presently in effect.
Accordingly,  if  the transactions contemplated hereby  would  be
usurious  under applicable law (including the laws of the  United
States  of  America and the State of Tennessee),  then,  in  that
event,  notwithstanding  anything to the  contrary  in  any  Loan
Document   or   agreement  executed  in   connection   with   the
indebtedness described herein, Borrower, Agent, and Lenders agree
as   follows:  (i)  the  aggregate  of  all  consideration   that
constitutes  interest under applicable law  which  is  contracted
for,  charged,  or  received under any of the Loan  Documents  or
agreements,  or  otherwise in connection  with  the  indebtedness
described herein, shall under no circumstance exceed the  maximum
lawful  rate  of interest permitted by applicable  law,  and  any
excess  shall  be  credited  on the indebtedness  by  the  holder
thereof (or, if the indebtedness described herein shall have been
paid  in full, refunded to Borrower); and (ii) in the event  that
the  maturity of the indebtedness described herein is accelerated
as a result of any Event of Default or otherwise, or in the event
of  any required or permitted prepayment, then such consideration
that constitutes interest may never include more than the maximum
amount  of  interest  permitted by  applicable  law,  and  excess
interest,   if  any,  for  which  this  Agreement  provides,   or
otherwise,  shall be cancelled automatically as of  the  date  of
such acceleration or prepayment and, if previously paid, shall be
credited  on  the  indebtedness  described  herein  (or,  if  the
indebtedness shall have been paid in full, refunded to Borrower).
      Section 2.16 Interest Rate Not Ascertainable, Etc.  In  the
event that the Agent shall in good faith have determined that  on
any date for determining the LIBOR Rate, by reason of any changes
arising  after  the date of this Agreement affecting  the  London
interbank market or the Agent's position in such market, adequate
and  fair  means  do  not exist for ascertaining  the  applicable
interest  rate  on  the basis provided for in the  definition  of
LIBOR  Rate,  then,  and  in  any such  event,  the  Agent  shall
forthwith give notice (by telephone confirmed in writing) to  the
Borrower  of  such determination and a summary of the  basis  for
such determination. At the expiration of any Interest Rate Period
then in effect and until the Agent notifies the Borrower that the
circumstances giving rise to the suspension described  herein  no
longer  exist (which notice shall be given forthwith  after  such
determination  is  made  by  the Agent),  all  Loans  shall  bear
interest at the Base Rate Option.
      Section 2.17   Illegality. (a) In the event that the  Agent
shall have determined any time that the making or continuance  of
any  Advance bearing interest at the LIBOR Rate Option has become
unlawful  by  compliance by any Lender (an "Affected Lender")  in
good   faith   with   any  applicable  law,  governmental   rule,
regulation, guideline or order (whether or not having  the  force
of  law  and whether or not failure to comply therewith would  be
unlawful),  then, in any such event, the Agent shall give  prompt
notice  (by  telephone confirmed in writing) to the  Borrower  of
such   determination  and  a  summary  of  the  basis  for   such
determination.
      (b)  Upon the giving of the notice to the Borrower referred
to in Section 2.17(a), the Borrower's right to elect a LIBOR Rate
Option  shall  be  immediately  suspended,  and  all  outstanding
Advances made by the Affected Lender shall bear interest  at  the
Base  Rate Option after the current Interest Period has  expired.
The  Borrower  shall  have the right and option  to  replace  the
Affected Lender pursuant to Section 12.13 hereof, for so long  as
the  Affected Lender which remains under the disability described
in Section 2.17(a), has not been replaced.
      Section 2.18 Increased Costs. (a) If by reason of (i) after
the  date  hereof, the introduction of or any change  (including,
without  limitation, any change by way of imposition or  increase
of  reserve requirements) 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  or
quasi-governmental  authority exercising control  over  banks  or
financial institutions generally (whether or not having the force
of law):
           (A)   the Agent or any Lender shall be subject to  any
     tax,  duty  or  other charge with respect  to  any  Advances
     bearing interest at the LIBOR Rate Option (all such Advances
     being collectively referred to as the "LIBOR Loans") or  its
     obligation to make LIBOR Loans, or the basis of taxation  of
     payments to the Agent or any Lender of the principal  of  or
     interest on its LIBOR Loans or its obligation to make  LIBOR
     Loans  shall have changed (except for changes in the tax  on
     the  overall  net  income of the Agent or  such  Lender,  or
     similar  taxes,  pursuant to the laws of jurisdictions  with
     taxing authority over the Agent or such Lender); or
           (B)   any reserve (including, without limitation,  any
     reserve  imposed by the Board of Governors  of  the  Federal
     Reserve  System),  special deposit  or  similar  requirement
     against assets of, deposits with or for the account  of,  or
     credit extended by, the Agent or any Lender shall be imposed
     or  deemed  applicable or any other condition affecting  its
     LIBOR  Loans or its obligation to make LIBOR Loans shall  be
     imposed  on the Agent or any Lender or the London  interbank
     market;
and  as a result thereof there shall be any increase in the  cost
to  the  Agent  or  such  Lender (a "LIBOR Affected  Lender")  of
agreeing  to  make or making, funding or maintaining LIBOR  Loans
(except  to  the extent already included in the determination  of
the interest rate for LIBOR Loans), or there shall be a reduction
in  the  amount received or receivable by the Agent or any  LIBOR
Affected Lender, then the Borrower shall from time to time,  upon
written notice from and demand in good faith by the Agent, pay to
the  Agent for the account of the Lenders (or any LIBOR  Affected
Lender)  within  five (5) Business Days after the  date  of  such
notice and demand, additional amounts sufficient to indemnify the
Agent  or such LIBOR Affected Lender against such increased cost;
provided,  however,  that nothing in this section  shall  require
Borrower  to  indemnify the Agent or any Lender  for  withholding
taxes; provided that Borrower shall have the right and option  to
replace  a LIBOR Affected Lender pursuant to the terms of Section
12.13 hereof.
      (b)  If the Agent shall in good faith determine that at any
time,   because  of  the  circumstances  described   in   Section
2.18(a)(i)  or  (ii)  arising after the date  of  this  Agreement
affecting the Agent or any Lender or the London interbank  market
or  the  Agent  or  any  Lender's position in  such  market,  the
calculations for the interest rates for LIBOR Loans as determined
by the Agent or any Lender will not adequately and fairly reflect
the  cost to the Agent or any Lender of funding such LIBOR Loans,
the Agent shall forthwith give notice (by telephone confirmed  in
writing)  to  the Borrower of such advice, and a summary  of  the
basis for such determination, and then, and in any such event and
until  Agent  notifies  the Borrower that such  circumstances  no
longer  exist (which notice shall be given forthwith  after  such
determination is made by the Agent):
           (i)   The Borrower's right to request, and the Agent's
     and  any  Lender's obligation to make or permit portions  of
     the indebtedness described herein to remain outstanding past
     the  last  day of the then current Interest Rate  Period  as
     LIBOR Loans shall be immediately suspended; and
           (ii)  After the last day of the then-current  Interest
     Rate  Period, all indebtedness described herein  shall  bear
     interest at the Base Rate Option.
      Section  2.19  Mitigation.  Each  Lender  shall  take  such
commercially  reasonable  steps  as  it  may  determine  are  not
disadvantageous  to it, including changes in lending  offices  to
the  extent  feasible, in order to reduce additional payments  by
the  Borrower pursuant to Section 2.18 and to make the LIBOR Rate
Option available under Sections 2.17 and 2.18 hereof.
     Article III.   Representations and Warranties.
      To induce Lenders to enter this Agreement and extend credit
under  this  Agreement,  the Borrower covenants,  represents  and
warrants to Lenders that as of the date hereof:
      Section  3.01  Corporate Existence. The  Borrower  and  its
Subsidiaries  are corporations duly organized, legally  existing,
and  in  good  standing under the laws of  the  states  of  their
incorporation, and are duly qualified as foreign corporations  in
all  jurisdictions in which the Property owned  or  the  business
transacted  by  them makes such qualification  necessary,  except
where  failure  to  so qualify does not have a  material  adverse
effect  upon  the Borrower, its Subsidiaries, their business,  or
their Properties, as a whole on a consolidated basis.
      Section 3.02 Power and Authorization. The Borrower and each
of  the  Guarantors,  as  applicable,  are  duly  authorized  and
empowered  to  execute,  deliver,  and  perform  under  all  Loan
Documents;  the  board  of directors of the  Borrower  (and  each
Guarantor,  as  applicable)  has  authorized  the  execution  and
performance of the Loan Documents; and all other corporate action
on  Borrower's  (and  Guarantors')  part  required  for  the  due
execution,  delivery, and performance of the Loan  Documents  has
been duly and effectively taken.
     Section 3.03 Binding Obligations. This Agreement is, and the
Loan  Documents  when executed and delivered in  accordance  with
this Agreement will be, legal, valid and binding upon and against
the Borrower (and the Guarantors, as applicable), enforceable  in
accordance with their terms, subject to no defense, counterclaim,
set-off, or objection of any kind.
      Section 3.04 No Legal Bar or Resultant Lien. The Borrower's
(and  the  Guarantors',  as applicable) execution,  delivery  and
performance  of  the Loan Documents do not constitute  a  default
under,  and  will not violate any provisions of the  articles  of
incorporation  (or charter), or bylaws of the  Borrower  (or  the
Guarantors), or any contract, agreement, law, regulation,  order,
injunction,  judgment, decree, or writ to which the Borrower  (or
the  Guarantors)  are  subject, or  result  in  the  creation  or
imposition  of any Lien upon any Properties of the  Borrower  (or
the Guarantors).
     Section 3.05 No Consent. The Borrower's and the Guarantors',
as  applicable, execution, delivery, and performance of the  Loan
Documents  do  not require the consent or approval of  any  other
Person.
      Section  3.06 Financial Condition. The Financial Statements
of  Borrower which have been delivered to Lenders dated August 2,
1996  have  been  prepared in accordance with  GAAP  consistently
applied,   and  the  Financial  Statements  present  fairly   the
financial condition of Borrower as of the date or dates  and  for
the  period or periods stated therein. No material adverse change
in the financial condition of the Borrower has occurred since the
date of such Financial Statements.
      Section 3.07 Investments, Advances, and Guarantees.  Except
for   advances   to,   investments  in  or  guaranties   of   its
Subsidiaries, neither the Borrower nor the Guarantors  have  made
investments in, advances to, or guaranties of the obligations  of
any  Person,  or committed or agreed to undertake  any  of  these
actions or obligations, except as referred to or reflected in the
Financial Statements.
       Section  3.08  Liabilities  and  Litigation.  Neither  the
Borrower   nor   its   Subsidiaries  have  material   liabilities
(individually  or  in the aggregate) direct or  contingent  which
would  require  adjustment  to  or disclosure  in  the  Financial
Statements,  except as referred to or reflected in the  Financial
Statements.  There  is  no  litigation, legal  or  administrative
proceeding, investigation, or other action of any nature  pending
or,  to the knowledge of Borrower threatened against or affecting
the  Borrower or the Subsidiaries, that involves the  possibility
of  any judgment or liability not fully covered by insurance  and
that  may  materially and adversely affect the  business  or  the
Properties of the Borrower or the Subsidiaries, or their  ability
to carry on their business as now conducted.
      Section 3.09 Taxes; Governmental Charges. The Borrower  and
its Subsidiaries have filed or caused to be filed all tax returns
and  reports  required  to  be filed  and  has  paid  all  taxes,
assessments, fees, and other governmental charges levied upon  it
or  upon  any  of their Properties or income, which are  due  and
payable. The Borrower and its Subsidiaries have made all required
withholding deposits.
      Section  3.10  No  Default. Neither the  Borrower  nor  its
Subsidiaries  is  in default in any respect that  materially  and
adversely  affects  their  business, Properties,  operations,  or
condition, financial or otherwise, under any indenture, mortgage,
deed  of  trust,  credit  agreement, note,  agreement,  or  other
instrument to which they are a party or by which their Properties
are  bound.  Neither  the Borrower nor the  Subsidiaries  are  in
violation  of  their  respective Articles  of  Incorporation  (or
Charter) or Bylaws. No Default Conditions hereunder have occurred
or are continuing as of the date hereof.
     Section 3.11 Compliance with Laws, Etc. Neither the Borrower
nor  its  Subsidiaries  are in violation of  any  law,  judgment,
decree,  order, ordinance, or governmental rule or regulation  to
which  they or any of their Properties is subject in any  respect
that materially and adversely affects their business, Properties,
or financial condition. Neither the Borrower nor its Subsidiaries
have  failed to obtain any license, permit, franchise,  or  other
governmental  authorization necessary to the ownership  of  their
Properties  or  to the conduct of their business,  which  if  not
obtained  would  have or has a material, adverse  effect  on  the
Borrower and its Subsidiaries, as a whole.
     Section 3.12 ERISA. The Borrower and its Subsidiaries are in
compliance   in   all  material  respects  with  the   applicable
provisions  of  ERISA. Neither the Borrower nor its  Subsidiaries
have  incurred  any "accumulated funding deficiency"  within  the
meaning  of  ERISA which is material, and they have not  incurred
any material liability to PBGC in connection with any Plan.
      Section  3.13  No Material Misstatements.  No  information,
exhibit,  or report furnished or to be furnished by Borrower  (or
Guarantors) to Lender in connection with this Agreement, contains
any  material misstatement of fact or fails to state any material
fact,  the omission of which would render the statements  therein
materially false or misleading.
      Section 3.14 Regulation U. Neither the Borrower nor any  of
its  Subsidiaries are engaged as one of its important activities,
in the business of extending credit for the purpose of purchasing
or  carrying "margin stock" within the meaning of Regulation U of
the Board of Governors of the Federal Reserve System. No part  of
the  indebtedness described herein shall be used at any  time  to
purchase  or  to  carry  margin  stock  within  the  meaning   of
Regulation  U  or to extend credit to others for the  purpose  of
purchasing  or carrying any margin stock if to do so would  cause
the Lenders to violate the provisions of Regulation U.
      Section 3.15 Filings. To the date hereof, the Borrower  has
filed  all reports and statements required to be filed  with  the
Securities and Exchange Commission. As of their respective dates,
the  reports  and  statements referred to above complied  in  all
material  respects with all rules and regulations promulgated  by
the  Securities and Exchange Commission and did not  contain  any
untrue  statement of a material fact or omit to state a  material
fact  required  to  be stated therein or necessary  to  make  the
statements  therein,  in light of the circumstances  under  which
they were made, not misleading.
      Section 3.16  Title, Etc. The Borrower and its Subsidiaries
have  good title to their Properties, free and clear of all Liens
except those referenced or reflected in the Financial Statements,
and  except  for  any defects in title which  would  not  have  a
material  adverse  effect on the business, Properties,  financial
condition or operations of the Borrower and its Subsidiaries  (as
a  whole,  on  a  consolidated basis) or on the  ability  of  the
Borrower   to  perform  its  obligations  under  this  Agreement.
Borrower and its Subsidiaries possess all trademarks, copyrights,
trade names, patents, licenses, and rights therein, adequate  for
the  conduct of their business as now conducted, except for  such
that  would  not have a material adverse effect on the  business,
Properties,  financial condition or operations  of  the  Borrower
(and  its Subsidiaries) or on the ability of the Borrower  (as  a
whole, on a consolidated basis) to perform its obligations  under
this Agreement.
      Section  3.17   Personal  Holding  Company;  Subchapter  S.
Neither  the  Borrower nor any of its Subsidiaries are  "personal
holding  companies" as defined in Section 542 of  the  Code,  and
neither  the Borrower nor any of its Subsidiaries are "Subchapter
S" corporations within the meaning of the Code.
     Section 3.18  Subsidiaries. As of the Closing Date, Borrower
has  only  the  following Subsidiaries: CBOCS West,  Inc.;  CBOCS
Distribution,  Inc.; Cracker Barrel Old Country Store  TV,  Inc.;
CBOCS Sierra, Inc.; CBOCS Michigan, Inc.; and Rocking Chair, Inc.
     Article IV. Conditions Precedent.
      Section  4.01  Initial Conditions. Lenders'  obligation  to
extend  credit and to issue any Letter of Credit, and Swing  Line
Lender's obligation to make an Advance under the Swing Line  Loan
hereunder is subject to the Conditions Precedent that Agent shall
have received (or agreed in writing to waive or defer receipt of)
all of the following, each duly executed, dated and delivered  as
of  the date hereof, in form and substance satisfactory to  Agent
and its counsel:
           (a)   Notes  and  Loan Documents. This Agreement,  the
     Revolving Credit Notes, the Term Notes, the Swing Line Note,
     the  Guarantees  of each of the Guarantors,  any  Letter  of
     Credit  Application Agreements, and other documents executed
     in connection with this Agreement (the "Loan Documents").
           (b)   Resolutions. Certified copies of resolutions  of
     the  Board  of Directors of the Borrower and each Guarantor,
     authorizing  or  ratifying  the  execution,  delivery,   and
     performance, respectively, of Loan Documents.
            (c)   Certificate  of  Existence.  A  certificate  of
     existence of the Borrower and each Guarantor from the  state
     in  which the Borrower and such Guarantor is incorporated or
     organized,   which  certificate  shall  contain   no   facts
     reasonably objectionable to Agent.
           (d)   Consents, Etc. Certified copies of all documents
     evidencing  any  necessary corporate action,  consents,  and
     governmental  approvals  (if  any)  with  respect  to   this
     Agreement and the Loan Documents.
           (e)   Officer's  Certificate.  A  certificate  of  the
     secretary  or  any assistant secretary of the  Borrower  and
     each  Guarantor certifying: (i) the names of the officer  or
     officers  of  the Borrower and the Guarantor  authorized  to
     sign  the applicable Loan Documents, together with a  sample
     of  the  true signature of such officer(s), and (ii)  as  to
     representations and warranties of, and litigation involving,
     the Borrower and the Guarantor.
           (f)  Charter and By-Laws and Organizational Documents.
     A  copy of the Borrower's (and each Guarantor's) by-laws and
     charter   or   articles  of  incorporation  (including   all
     amendments  thereto)  certified  by  the  secretary  or  any
     assistant secretary of the Borrower (and the Guarantor), and
     in  the case of the charter or articles of incorporation, by
     the  Secretary of State of the state in which  the  Borrower
     (or  Guarantor) is incorporated, as being true and  complete
     copies  of  the current charter or articles of incorporation
     and by-laws of the Borrower (or Guarantor).
           (g)   Attorneys Opinion Letter. An opinion letter from
     counsel to the Borrower and the Guarantor opining as to such
     matters as reasonably required by Agent.
           (h)  Payment of Fees, Etc.  Payment of all outstanding
     fees  and  expenses  to Agent, Swing  Line  Lender,  or  any
     Lender, including all of Agent's reasonable legal fees.
            (i)   Other.  Such  other  documents  as  Agent   may
     reasonably request.
      Section  4.02  All Borrowings. The Lenders'  obligation  to
extend  credit pursuant to this Agreement and to issue any Letter
of  Credit and Swing Line Lender's obligation to make an  Advance
under  the Swing Line Loan is subject to the following additional
Conditions  Precedent  which shall be met each  time  an  Advance
(including the request for the issuance of a Letter of Credit) is
requested:
           (a)  The representations of the Borrower contained  in
     Article  III  are  true and correct as of the  date  of  the
     requested  Advance, with the same effect as though  made  on
     the  date  of  such Advance; (b) There has been no  material
     adverse  change  in  the  Borrower's consolidated  financial
     condition  since  the date of the last borrowing  hereunder;
     (c)  No  Default Condition or Event of Default has  occurred
     and   continues   to  exist;  (d)  No  material   litigation
     (including,   without   limitation,   derivative   actions),
     arbitration  proceedings  or  governmental  proceedings  not
     disclosed in writing by the Borrower to the Agent  prior  to
     the date of the execution and delivery of this Agreement  is
     pending  or  known  to  be threatened against  the  Borrower
     (and/or the Guarantors) and no material development  not  so
     disclosed   has  occurred  in  any  litigation,  arbitration
     proceedings or governmental proceedings so disclosed,  which
     could  reasonably  be expected to materially  and  adversely
     affect  the  financial position or business of the  Borrower
     (and/or  the  Guarantors)  or  impair  the  ability  of  the
     Borrower  (and/or the Guarantors) to perform its obligations
     under  this  Agreement  or  any  other  Loan  Documents,  as
     applicable.
     Article V. Affirmative Covenants.
      The  Borrower  covenants  that, during  the  term  of  this
Agreement  (including  any  extensions  hereof)  and  until   all
indebtedness  described herein shall have been  finally  paid  in
full, unless Agent shall otherwise first consent in writing,  the
Borrower shall:
      Section  5.01  Financial Statements and  Reports.  Promptly
furnish to Agent and to each Lender:
           (a)  Annual Reports. As soon as available, and in  any
     event within ninety (90) days after the close of each Fiscal
     Year  of  the  Borrower, the audited consolidated  Financial
     Statements  of  the  Borrower  setting  forth  the   audited
     consolidated balance sheets of the Borrower as at the end of
     such  year,  and  the  audited  consolidated  statements  of
     income,   statements  of  cash  flows,  and  statements   of
     stockholders' equity of the Borrower for such year,  setting
     forth  in  each  case  in comparative form  (beginning  when
     comparative  data  are available) the corresponding  figures
     for  the preceding Fiscal Year accompanied by the report  of
     the  Borrower's  certified  public  accountants.  The  audit
     opinion  in  respect  of  the Financial  Statements  of  the
     Borrower  shall  be  the opinion of a  firm  of  independent
     certified  public accountants among the "Big Six" accounting
     firms;
           (b)   Quarterly and Year-to-Date Reports. As  soon  as
     available and in any event within forty-five (45) days after
     the  end  of each Fiscal Quarter, the consolidated unaudited
     balance sheets of the Borrower as of the end of such  Fiscal
     Quarter, and the consolidated unaudited statements of income
     and  cash  flow of the Borrower for such quarter and  for  a
     period from the beginning of the Fiscal Year to the close of
     such  Fiscal  Quarter, all certified by the chief  financial
     officer or chief accounting officer of the Borrower as being
     true  and  correct  to  the best of his  or  her  knowledge,
     subject to ordinary year-end accounting adjustments;
           (c)   Compliance Reports. As soon as available and  in
     any  event  within ninety (90) days after the close  of  the
     Fiscal Year and within forty-five (45) days after the end of
     each Fiscal Quarter (other than the fourth Fiscal Quarter of
     each  Fiscal  Year),  the calculations by  Borrower  of  the
     financial  covenants contained in Article VII herein,  along
     with  a certificate of compliance (in substantially the form
     as Exhibit G), certified by the president or chief financial
     officer  of  the Borrower stating that such officer  has  no
     knowledge  of any Event of Default or Default Condition,  or
     if  such officer has obtained such knowledge, disclosing the
     nature, details, and period of existence of such event;
           (d)   SEC Filings and Public Information. At the  same
     time  as  they  are filed with the Securities  and  Exchange
     Commission, copies of the Borrower's 10-Q and 10-K  reports;
     and
           (e)   Other  Information. Promptly upon  its  becoming
     available,  such other material information about  Borrower,
     the Guarantors or the indebtedness described herein as Agent
     may reasonably request from time to time.
All  such  balance sheets and other Financial Statements referred
to in Sections 5.01(a) and (b) hereof shall conform to GAAP on  a
basis consistent with those of previous Financial Statements.
     Section 5.02 Annual Certificates of Compliance. Concurrently
with  the  furnishing of the annual Financial Statements pursuant
to  Section  5.01(a) hereof, furnish or cause to be furnished  to
Agent  and  each  Lender a certificate of compliance  in  a  form
reasonably   satisfactory  to  Agent  prepared   by   independent
certified public accountants acceptable to Agent, stating that in
making  the  examination  necessary for  their  audit  they  have
obtained  no  knowledge  of any Default  Condition  or  Event  of
Default, or event which, after notice or lapse of time (or both),
would  constitute a Default Condition or Event of Default or,  if
they   have  obtained  such  knowledge,  disclosing  the  nature,
details, and period of existence of such event.
      Section  5.03  Taxes  and Other Liens.  Pay  and  discharge
promptly  all  taxes,  assessments, and governmental  charges  or
levies imposed upon the Borrower or its Subsidiaries, or upon any
of  their  income or Property as well as all claims of  any  kind
(including  claims  for  labor, materials,  supplies,  and  rent)
which,  if unpaid, might become a Lien upon any or all  of  their
Property;  provided, however, that neither the Borrower  nor  any
Subsidiary  shall  be required to pay any such  tax,  assessment,
charge,  levy, or claim if the amount, applicability, or validity
thereof shall currently be contested in good faith by appropriate
proceedings  diligently conducted and if  the  Borrower  (or  the
Subsidiary,  as  applicable)  shall establish  reserves  therefor
adequate under GAAP.
     Section 5.04 Maintenance.
            (a)   Maintain  its  and  its  Guarantors'  corporate
     existence, name, rights, and franchises;
           (b)   observe  and comply (to the extent necessary  so
     that  any  failure will not materially and adversely  affect
     the  business or Property of the Borrower or the Guarantors)
     with all applicable laws, statutes, codes, acts, ordinances,
     orders, judgments, decrees, injunctions, rules, regulations,
     certificates, franchises, permits, licenses, authorizations,
     and  requirements of all federal, state, county,  municipal,
     and other governments; and
           (c)   maintain  its Property and the Property  of  its
     Guarantors (and any Property leased by or consigned to  them
     or   held   under  title  retention  or  conditional   sales
     contracts) in good and workable condition at all  times  and
     make  all repairs, replacements, additions, and improvements
     to  their Property reasonably necessary and proper to ensure
     that  the  business  carried on  in  connection  with  their
     Property  may be conducted properly and efficiently  at  all
     times.
      Section 5.05 Further Assurances. Promptly cure any  defects
in  the  creation, issuance, and delivery of the Loan  Documents.
Borrower  at  its expense promptly will execute  and  deliver  to
Agent   upon  request  all  such  other  and  further  documents,
agreements,  and instruments in compliance with or accomplishment
of   the  covenants  and  agreements  of  Borrower  in  the  Loan
Documents, or to correct any omissions in the Loan Documents, all
as  may  be  reasonably  necessary or appropriate  in  connection
therewith.
     Section 5.06 Performance of Obligations.
          (a)  Pay the indebtedness described herein according to
     the terms of the Loan Documents; and
           (b)   do and perform, and cause to be done and  to  be
     performed,  every act and discharge all of  the  obligations
     provided  to  be performed and discharged by Borrower  under
     the  Loan Documents, at the time or times and in the  manner
     specified.
      Section  5.07 Insurance. Maintain and continue to maintain,
and  cause  each Subsidiary to maintain and continue to maintain,
with   financially   sound  and  reputable  insurers,   insurance
satisfactory  in type, coverage and amount to Agent against  such
liabilities,  casualties, risks, and contingencies  and  in  such
types  and  amounts as is customary in the case  of  corporations
engaged in the same or similar businesses and similarly situated.
Upon  request  of Agent, Borrower will furnish  or  cause  to  be
furnished  to Agent from time to time a summary of the  insurance
coverage  of Borrower (or its Subsidiaries) in form and substance
satisfactory to Agent and if requested will furnish Agent  copies
of the applicable policies.
      Section 5.08 Accounts and Records. Keep books of record and
account, in which full, true, and correct entries will be made of
all dealings or transactions in accordance with GAAP, except only
for  changes  in  accounting principles or practices  with  which
Borrower's certified public accountants concur.
      Section  5.09  Right  of Inspection.  Permit  any  officer,
employee, or agent of Agent or any Lender as may be designated by
Agent  to visit and inspect any of the Properties of the Borrower
and  the Guarantors, to examine Borrower's (or Guarantors') books
of  record  and accounts, to take copies and extracts  from  such
books  of  record  and  accounts, and  to  discuss  the  affairs,
finances,  and  accounts of Borrower (or of the Guarantors)  with
the  respective officers, accountants, and auditors  of  Borrower
(or of the Guarantors), all at such reasonable times and as often
as  Agent  may  reasonably desire. Notwithstanding the  foregoing
provisions of this Section, Wachovia and First Chicago (and their
Affiliates)  shall have the right of inspection as set  forth  in
this  Section without any requirement of approval or  designation
by Agent.
      Section 5.10 Notice of Certain Events. Promptly, but in any
case  within five (5) Business Days, notify Agent if the Borrower
learns  of  the  occurrence of (i) any event that  constitutes  a
Default  Condition or Event of Default together with  a  detailed
statement by a responsible officer of the steps being taken as  a
result  thereof; or (ii) the receipt of any notice from,  or  the
taking of any other action by, the holder of any promissory note,
debenture, or other evidence of material Debt of the Borrower (or
a  Guarantor) with respect to a claimed default, together with  a
detailed  statement  by  a responsible officer  of  the  Borrower
specifying the notice given or other action taken by such  holder
and  the  nature  of  the claimed default  and  what  action  the
Borrower  is taking or proposes to take with respect thereto;  or
(iii)  any  legal, judicial, or regulatory proceedings  affecting
Borrower  (or  a  Guarantor)  in which  the  amount  involved  is
material  and is not covered by insurance or which, if  adversely
determined,  would  have a material and  adverse  effect  on  the
business  or  the  financial condition of the  Borrower  and  the
Guarantors  as a whole; or (iv) any dispute between the  Borrower
(or a Guarantor) and any governmental or regulatory authority  or
any   other   Person,  entity,  or  agency  which,  if  adversely
determined,  might materially interfere with the normal  business
operations of the Borrower (or a Guarantor); or (v) any  material
adverse changes, either individually or in the aggregate, in  the
assets,  liabilities, financial condition, business,  operations,
affairs, or circumstances of the Borrower from those reflected in
the   Financial  Statements  or  from  the  facts  warranted   or
represented in any Loan Document.
      Section 5.11 ERISA Information and Compliance. Comply  with
ERISA  and  all  other applicable laws governing any  pension  or
profit  sharing plan or arrangement to which the Borrower or  any
Subsidiary  is  a  party. The Borrower shall provide  Agent  with
notice  of any "reportable event" or "prohibited transaction"  or
the imposition of a "withdrawal liability" within the meaning  of
ERISA.
      Section 5.12 Additional Guarantees. Within thirty (30) days
after  the Borrower acquires or creates a Subsidiary (other  than
an  Excluded Subsidiary), the Borrower shall cause the Subsidiary
to  execute  a Guaranty, in substantially the form and  substance
set  forth  in  Exhibit F, guaranteeing the indebtedness  as  set
forth  in  this Agreement and the Loan Documents.  In  the  event
Borrower   creates  a  Subsidiary  and  is  desirous  that   such
Subsidiary be an Excluded Subsidiary, Borrower shall notify Agent
of  such  request  in  writing. Agent, with the  consent  of  the
Majority  Lenders, may consent (in their sole  discretion)  to  a
Subsidiary being an Excluded Subsidiary. Borrower shall  pay  the
costs  and  expenses, including without limitation Agent's  legal
fees  and expenses, in connection with the preparation, execution
and review of such Guaranty.
     Article VI. Negative Covenants.
      The Borrower covenants and agrees that, during the term  of
this   Agreement  and  any  extensions  hereof  and   until   the
indebtedness  described herein has been  paid  and  satisfied  in
full, unless Agent shall otherwise first consent in writing,  the
Borrower  (on a consolidated basis, taking into account  all  its
Subsidiaries) will not, either directly or indirectly:
      Section  6.01 Liens. Create, incur, assume,  or  permit  to
exist  any  Lien on its Property (real, personal,  or  mixed  now
owned  or  hereafter  acquired)  except,  subject  to  all  other
provisions of this Article, the foregoing restrictions shall  not
apply to:
            (a)   Liens  securing  the  payment  of  any  of  the
     indebtedness described in this Credit Agreement;
            (b)    Permitted  Encumbrances  as  defined  in  this
     Agreement;
            (c)    Liens   securing   purchase   money   security
     indebtedness up to $50,000,000 in the aggregate;
           (d)  Liens for taxes net yet due and payable or taxes,
     assessments,  or  other governmental charges  that  are  not
     assessed or are being contested in good faith by appropriate
     action  promptly  initiated  and  diligently  conducted,  if
     Borrower  shall have made any reserve therefor  required  by
     GAAP;
           (e)   Liens  of  landlords,  warehousemen,  mechanics,
     materialmen and similar liens imposed by law and created  in
     the  ordinary course of business or being contested in  good
     faith  by appropriate proceedings and subject to maintenance
     of adequate reserves under GAAP;
           (f)  Customary liens incurred or deposited made in the
     ordinary  course  of  business in connection  with  worker's
     compensation,  unemployment insurance  and  other  types  of
     social  security  and  to  secure performance  of  statutory
     obligations,   surety   and   appeal   bonds   and   similar
     obligations; and
           (g)  Zoning, easements and restrictions on use of real
     property  which  do not materially impair the  use  of  such
     property.
      Section  6.02  Investments, Loans, and  Advances.  Make  or
permit  to  remain  outstanding  any  loans  or  advances  to  or
investments  in  any Person, except that, subject  to  all  other
provisions of this Article, the foregoing restriction  shall  not
apply to:
           (a)   investments in direct obligations of the  United
     States of America or any agency thereof;
          (b)  investments in direct obligations of any political
     subdivisions of the United States of America or any State of
     the  United  States  of America having a  debt  rating  from
     Standard   and  Poor's  Corporation  or  Moody's   Investors
     Services, Inc. of AA or better;
          (c)  any other investments with a maturity of less than
     one  year and having a credit rating of "A1/P1" or "AA"  (or
     their   equivalent)  from  S&P  or  Moody's,  or  upon   the
     discontinuance of either or both of such services, any other
     nationally recognized rating service,
           (d)   investments  in certificates of  deposit  having
     maturities  of less than one year, or repurchase  agreements
     issued  by commercial banks in the United States of  America
     having  capital  and  surplus in excess of  $50,000,000,  or
     commercial paper of the highest quality;
           (e)  investments in money market funds so long as  the
     entire investment therein is fully insured or so long as the
     fund  is  a fund operated by a commercial bank of  the  type
     specified  in  (d)  above  or in a  brokerage  account  with
     Merrill Lynch;
           (f)   investments received in the settlement  of  Debt
     which was created in the ordinary course of business;
          (g)  investments in a Subsidiary; and
           (h)   loans, advances to, or investments in any Person
     which in the aggregate do not exceed $25,000,000.
      Section  6.03 Sales and Leasebacks. Enter into any  arrange
ment,  directly  or  indirectly, with any  Person  by  which  the
Borrower  (or  a Guarantor) shall sell or transfer any  Property,
whether  now  owned  or  hereafter acquired,  and  by  which  the
Borrower (or a Guarantor)  shall then or thereafter rent or lease
as  lessee  such  Property or any part thereof or other  Property
that  Borrower  (or a Guarantor) intends to use for substantially
the same purpose or purposes as the Property sold or transferred.
      Section  6.04  Nature  of Business. Suffer  or  permit  any
material  change to be made in the character of the  business  of
the  Borrower  or the Guarantors, as carried on as  of  the  date
hereof.
       Section   6.05   Mergers,  Consolidations,   Etc.   Merge,
consolidate  or reorganize with or into, or sell, assign,  lease,
or  otherwise  dispose of (whether in one  transaction  or  in  a
series  of transactions) all or substantially all of its Property
(whether  now  owned  or hereafter acquired)  to,  or  become  an
Affiliate  of, any Person; provided, however, that  no  Event  of
Default  and  no  Default  Condition has occurred,  Borrower  may
merge,  reorganize  or consolidate with any Person  as  long  as,
immediately   after  and  giving  effect  to  any  such   merger,
reorganization  or consolidation no event shall  occur  or  would
reasonably  be  expected  to occur which  constitutes  a  Default
Condition  or an Event of Default and, in the case  of  any  such
merger,  reorganization or consolidation to which Borrower  is  a
party,  the  Borrower  is the surviving  corporation  and  has  a
consolidated net worth equal to or greater than Borrower prior to
such merger, reorganization or consolidation.
      Section 6.06 Disposition of Assets. Dispose of any  of  the
assets  of  the Borrower (or of a Guarantor) other  than  in  the
ordinary  course of Borrower's (or a Guarantor's, as  applicable)
present business upon terms standard in Borrower's industry.
      Section  6.07  Inconsistent  Agreements.   Enter  into  any
agreement  containing any provision which would  be  violated  or
breached by the performance by Borrower of its obligations.
      Section  6.08 Fiscal Year.  Change its Fiscal Year  without
the written consent of the Majority Lenders.
      Section  6.09 Transactions with Affiliates. Enter into  any
transaction with its Subsidiaries or any Affiliates (other than a
wholly-owned Subsidiary) except on an arms-length basis.
      Section  6.10 Transfers to Excluded Subsidiaries.  Transfer
assets  to  Excluded  Subsidiaries (whether in  one  transfer  or
multiple  transfers)  in  any Fiscal  Year,  which  exceeds  five
percent (5%) of Borrower's total assets in such Fiscal Year.
      Article VII Financial Covenants. The Borrower covenants and
agrees that, during the term of this Agreement and any extensions
hereof and until the indebtedness described herein has been  paid
and   satisfied  in  full,  unless  the  Majority  Lenders  shall
otherwise first consent in writing, the Borrower will not:
     Section 7.01 Financial Covenants.
      (a)   Interest Coverage Ratio. Permit Borrower's  ratio  of
EBIT  to  Interest Expense to be less than 3.0 to 1.0. The  ratio
made   herein  shall  be  determined  for  each  Fiscal  Quarter,
calculated on a trailing four (4) Fiscal Quarter basis.
      (b)   Lease  Adjusted Funded Debt to Total  Capitalization.
Permit  the  Borrower's ratio of Lease Adjusted  Funded  Debt  to
Borrower's Total Capitalization to exceed .40 to 1.0 at  the  end
of any Fiscal Quarter.
     Article VIII. Events of Default.
      Section 8.01 Events of Default. Any of the following events
shall  be considered an Event of Default as those terms are  used
in this Agreement:
           (a)   Principal  and Interest Payments.  The  Borrower
     fails  to  make payment by 11:00 a.m. (Nashville,  Tennessee
     time)  within  five (5) days when due of any installment  of
     interest  on the Revolving Credit Notes, the Term  Notes  or
     Swing Line Note, the Borrower fails to make payment by 11:00
     a.m.  (Nashville, Tennessee time) on the due  date,  of  any
     principal  due  under the Revolving Credit Notes,  the  Term
     Notes  or  Swing  Line Note, or the Borrower  fails  to  pay
     within  fifteen  (15) days when due any  other  payment  due
     hereunder or under any of the Loan Documents; or
          (b)  Representations and Warranties. Any representation
     or  warranty  made by the Borrower in any Loan  Document  is
     incorrect in any material respect as of the date thereof; or
     any    representation,   statement   (including    financial
     statements),  certificate,  or data  furnished  or  made  by
     Borrower   in  any  Loan  Document  with  respect   to   any
     indebtedness is untrue in any material respect,  as  of  the
     date as of which the facts therein set forth were stated  or
     certified; or
           (c)  Borrower fails to perform any term, obligation or
     covenant under Section 5.10, Article VI, or Article VII.
           (d)   Other  Obligations. Borrower (or  Guarantor,  as
     applicable) fails to perform any of its other obligations as
     required  by  and contained in this Agreement  or  any  Loan
     Document,  and such failure to perform is not  cured  within
     thirty (30) days following receipt of written notice thereof
     from Agent; or
           (e)   Involuntary  Bankruptcy or Receivership  Proceed
     ings.  A receiver, custodian, liquidator, or trustee of  the
     Borrower or any Guarantor, or of any of their Properties, is
     appointed  by the order or decree of any court or agency  or
     supervisory  authority having jurisdiction; or the  Borrower
     or  any  Guarantor is adjudicated bankrupt or insolvent;  or
     any  of  the  Property of the Borrower or any  Guarantor  is
     sequestered  by court order or a petition is  filed  against
     the  Borrower  or any Guarantor under any state  or  federal
     bankruptcy,  reorganization, debt  arrangement,  insolvency,
     readjustment   of   debt,   dissolution,   liquidation,   or
     receivership  law  of  any  jurisdiction,  whether  now   or
     hereafter in effect; or
          (f)  Voluntary Petitions. The Borrower or any Guarantor
     files  a  petition in voluntary bankruptcy  to  seek  relief
     under any provision of any bankruptcy, reorganization,  debt
     arrangement,  insolvency, readjustment of debt, dissolution,
     or  liquidation  law  of any jurisdiction,  whether  now  or
     hereafter  in  effect,  or consents to  the  filing  of  any
     petition against it under any such law; or
           (g)   Assignments for Benefit of Creditors,  Etc.  The
     Borrower  or  any  Guarantor makes  an  assignment  for  the
     benefit of its creditors, or admits in writing its inability
     to  pay  its debts generally as they become due, or consents
     to  the appointment of a receiver, trustee, or liquidator of
     the Borrower or any Guarantor or of all or any part of their
     Properties; or
          (h)  Discontinuance of Business, Etc. The Borrower or a
     Guarantor discontinues its principal business; or
           (i)   Undischarged Judgments. A final judgment  which,
     with  other outstanding final judgments against the Borrower
     and its Subsidiaries, exceeds an aggregate of $10,000,000 in
     excess  of  applicable insurance coverage shall be  rendered
     against  the  Borrower or any of its Subsidiaries,  if,  (i)
     within 30 days after entry thereof, such judgment shall  not
     have  been  discharged or execution thereof  stayed  pending
     appeal  or (ii) within 30 days after the expiration  of  any
     such stay, such judgment shall not have been discharged; or
           (j)   Violation  of  Laws, Etc. The  Borrower  or  any
     Subsidiary  violates or otherwise fails to comply  with  any
     law, rule, regulation, decree, order, or judgment under  the
     laws  of  the United States of America, or of any  state  or
     jurisdiction thereof the effect of which has a material  and
     adverse  impact  on the Borrower and its Subsidiaries  as  a
     whole; or the Borrower or any Subsidiary fails or refuses at
     any  and  all  times  to  remain current  in  its  or  their
     financial  reporting  requirements pursuant  to  such  laws,
     rules,  and  regulations  or  pursuant  to  the  rules   and
     regulations  of any exchange upon which the  shares  of  the
     Borrower are traded; or
           (k)  A default by Borrower (or any Subsidiary) on  any
     other  indebtedness which individually or in  the  aggregate
     exceeds  $10,000,000  and which causes the  acceleration  of
     such indebtedness; or
           (l)   any  Person (or related group of Persons)  which
     does  not  presently  own 30% of the outstanding  shares  of
     Borrower, obtains beneficial ownership of more than  30%  of
     the Voting Shares of Borrower; or
           (m)  there exists a default under any Guaranty subject
     to any cure or grace periods therein; or
           (n)   Borrower commences dissolution proceedings under
     applicable law.
      Section  8.02 Remedies. Upon the happening of any Event  of
Default  set forth above, with the exception of those events  set
forth  in Section 8.01(e) and 8.01(f): (i) Agent, acting pursuant
to  Lenders'  direction as set forth in Article XII, may  declare
the  entire  principal  amount  of all  indebtedness  under  this
Agreement  then outstanding, including interest accrued  thereon,
to  be  immediately due and payable without presentment,  demand,
protest,  notice  of  protest, or dishonor  or  other  notice  of
default  of  any  kind,  all of which Borrower  hereby  expressly
waives,  (ii)  at  Lenders'  sole  discretion  and  option,   all
obligations  of  any  of the Lenders under this  Agreement  shall
immediately  cease  and terminate unless and until  each  of  the
Lenders shall reinstate such obligations in writing; and/or (iii)
Lenders  may  bring an action to protect or enforce their  rights
under  the  Loan  Documents or seek to collect  the  indebtedness
described herein by any lawful means.
     Upon the happening of any event specified in Section 8.01(e)
and Section 8.01(f) above: (i) all indebtedness described herein,
including  all principal, accrued interest, and other charges  or
monies  due  in  connection therewith shall  be  immediately  and
automatically  due  and  payable in  full,  without  presentment,
demand, protest, or dishonor or other notice of any kind, all  of
which  Borrower hereby expressly waives, (ii) all obligations  of
Lenders   under  this  Agreement  shall  immediately  cease   and
terminate  unless and until each of the Lenders  shall  reinstate
such obligations in writing; or (iii) Lenders may bring an action
to  protect  or enforce their rights under the Loan Documents  or
seek  to collect the indebtedness described herein and/or enforce
the obligations evidenced herein by any lawful means.
     Section 8.03 Default Conditions. Any of the following events
shall be considered a Default Condition:
           (a)  The Borrower suffers a material adverse change in
     its financial condition; and
           (b)  Should any event occur that except for the giving
     of  notice and/or the passage of time would be an  Event  of
     Default.
      Upon  the occurrence of a Default Condition or at any  time
thereafter  until  such Default Condition no longer  exists,  the
Borrower  agrees that the Lenders, in their sole discretion,  and
without  notice  to Borrower, may immediately  cease  making  any
Advances,  all  without liability whatsoever to Borrower  or  any
other Person whomsoever, all of which is expressly waived hereby.
Borrower  releases the Lenders and the Agent  from  any  and  all
liability whatsoever, whether direct, indirect, or consequential,
and whether seen or unforeseen, resulting from or arising out  of
or  in  connection with Lenders' determination  to  cease  making
Advances pursuant to this Section.
     Article IX. General Provisions.
      Section  9.01 Notices. All communications under or  in  con
nection  with  this Agreement or any of the other Loan  Documents
shall  be in writing and shall be mailed by first class certified
mail,  postage  prepaid, or otherwise sent  by  telex,  telegram,
telecopy,  or other similar form of rapid transmission  confirmed
by mailing (in the manner stated above) a written confirmation at
substantially  the  same  time  as such  rapid  transmission,  or
personally  delivered to an officer of the receiving  party.  All
such  communications  shall  be mailed,  sent,  or  delivered  as
follows:
           (a)  if to Borrower, to its address shown below, or to
     such  other address as Borrower may have furnished to  Agent
     in writing:
                    Cracker Barrel Old Country Store, Inc.
                    305 Hartmann Drive
                    Lebanon, Tennessee 37087
                    Attention: Michael A. Woodhouse

           (b)   if to Agent, to its address shown below,  or  to
     such  other  address or to such individual's or department's
     attention as it may have furnished Borrower in writing:
                    SunTrust   Bank,  Nashville, N.A., Agent
                    201 Fourth Avenue, North
                    Nashville, Tennessee 37219
                    Attention: Allen Oakley

           (c)   if  to  Lenders, to the address of each  of  the
     Lenders as shown beside the respective signature of each  of
     the Lenders.
Any communication so addressed and mailed by certified mail shall
be deemed to be given when so mailed.
      Section 9.02 Invalidity. In the event that any one or  more
of  the  provisions contained in any Loan Document for any reason
shall  be held invalid, illegal, or unenforceable in any respect,
such invalidity, illegality, or unenforceability shall not affect
any other provision of any Loan Document.
     Section 9.03 Survival of Agreements. All representations and
warranties  of  Borrower in this Agreement and all covenants  and
agreements  in  this  Agreement not fully  performed  before  the
Closing Date of this Agreement shall survive the Closing Date.
      Section 9.04 Successors and Assigns. The Borrower  may  not
assign its rights or delegate duties under this Agreement or  any
other Loan Document. All covenants and agreements contained by or
on  behalf  of the Borrower in any Loan Document shall  bind  the
Borrower's successors and assigns and shall inure to the  benefit
of  the  Agent,  each Lender, the Swing Line  Lender,  and  their
respective successors and assigns.
      Section 9.05 Waivers. Pursuant to T.C.A. Section 47-50-112,
no  action  or course of dealing on the part of Agent, the  Swing
Line Lender, or any Lender, its officers, employees, consultants,
or  agents, nor any failure or delay by Agent, Swing Line Lender,
or  any  Lender with respect to exercising any right,  power,  or
privilege of Agent, Swing Line Lender, or any Lender under any of
the  Loan Documents shall operate as a waiver thereof, except  as
otherwise  provided  in this Agreement. Acting  pursuant  to  the
requirements of Article XII herein, Agent may from time  to  time
waive  any  requirement hereof, including any of  the  Conditions
Precedent; however no waiver shall be effective unless in writing
and  signed  by the Agent. The execution by Agent of  any  waiver
shall  not  obligate Agent, Swing Line Lender, or any  Lender  to
grant any further, similar, or other waivers.
      Section 9.06 Cumulative Rights. The rights and remedies  of
Agent,  Swing Line Lender, or any Lender under each Loan Document
shall be cumulative, and the exercise or partial exercise of  any
such right or remedy shall not preclude the exercise of any other
right or remedy.
     Section 9.07 Construction. This Agreement and the other Loan
Documents constitute a contract made under and shall be construed
in  accordance  with and governed by the laws  of  the  State  of
Tennessee.
      Section  9.08 Time of Essence. Time is of the essence  with
regard to each and every provision of this Agreement.
      Section 9.09 Costs, Expenses, and Indemnification. Borrower
agrees  to:  (a)  pay  all  reasonable  out-of-pocket  costs  and
expenses  of  (i)  the Agent in connection with the  negotiation,
preparation,  execution and delivery of this  Agreement  and  the
other  Loan  Documents;  (ii)  the  Agent  and  the  Lenders   in
connection  with  enforcement of the Loan  Documents,  including,
without limitation, in connection with any such enforcement,  the
reasonable   fees   and  disbursements  of   counsel   (including
allocation of cost of in-house counsel) for the Agent and each of
the  Lenders;  and (b) indemnify the Agent and each  Lender,  its
officers,  directors, employees, representatives and agents  from
and  hold  each  of  them harmless against any  and  all  losses,
liabilities, claims, damages or expenses (but excluding any  such
losses,  liabilities, claims, damages or expenses to  the  extent
incurred  by reason of gross negligence or willful misconduct  on
the part of the Person to be indemnified) incurred by any of them
as  a  result of, or arising out of, or related to, or by  reason
of,  any  litigation or other proceeding related to the  entering
into  and/or  performance of any Loan  Document  or  the  use  of
proceeds of any Loans hereunder or the consummation of any  other
transactions contemplated in the Loan Documents.
      Section  9.10  Entire  Agreement; No  Oral  Representations
Limiting  Enforcement.  This  Agreement  represents  the   entire
agreement  between  the  parties hereto  except  for  such  other
agreements set forth in the Loan Documents, and any and all  oral
statements heretofore made regarding the matters set forth herein
are merged herein.
      Section 9.11 Amendments. The parties hereto agree that this
Agreement may not be modified or amended except in writing signed
by the parties hereto.
      Section  9.12  Distribution of  Information.  The  Borrower
hereby  authorizes  the Agent, the Swing Line  Lender,  and  each
Lender, as the Agent, the Swing Line Lender, and each Lender  may
elect in its sole discretion, to discuss with and furnish to  any
Affiliate,  to  any  government or  self-regulatory  agency  with
jurisdiction  over  the Agent, the Swing Line  Lender,  and  each
Lender,  or, subject to the terms of Section 12.12(e) hereof,  to
any   participant  or  prospective  participant,  all   financial
statements, audit reports and other information pertaining to the
Borrower  (or  any  Subsidiary)  whether  such  information   was
provided  by  Borrower or prepared or obtained by  the  Agent  or
third  parties.  Neither  the Agent nor  any  of  its  employees,
officers, directors or agents make any representation or warranty
regarding  any audit reports or other analyses of Borrower  which
the  Agent may elect to distribute, whether such information  was
provided  by  Borrower or prepared or obtained by  the  Agent  or
third  parties,  nor  shall the Agent or any  of  its  employees,
officers, directors or agents be liable to any Person receiving a
copy  of  such reports or analyses for any inaccuracy or omission
contained in such reports or analyses or relating thereto.
     Article X. Jury Waiver.
      Section  10.01  Jury  Waiver. IF ANY ACTION  OR  PROCEEDING
INVOLVING  THIS LOAN AGREEMENT OR ANY LOAN DOCUMENT IS  COMMENCED
IN  ANY  COURT OF COMPETENT JURISDICTION, BORROWER, AGENT,  SWING
LINE  LENDER, AND EACH LENDER HEREBY WAIVE THEIR RIGHTS TO DEMAND
A JURY TRIAL.
     Article XI. Hazardous Substances.
       Section   11.01  Representation  and  Indemnity  Regarding
Hazardous Substances.
          (a)  Borrower has no knowledge of any spills, releases,
     discharges,  or disposal of Hazardous Substances  that  have
     occurred  or are presently occurring on or onto any  of  its
     Property  (or  the Property of any Subsidiary);  or  of  any
     spills  or  disposal  of  Hazardous  Substances  that   have
     occurred  or  are  occurring off any of its  Property  as  a
     result  of any construction on or operation and use of  such
     Property;  in each case under this paragraph (a)  so  as  to
     violate any Environmental Law in a manner that would have  a
     material  adverse  effect  on the  business,  Properties  or
     financial condition of the Borrower (or a Subsidiary) or  on
     the ability of the Borrower (or a Subsidiary) to perform its
     obligations  under this Agreement or any of the  other  Loan
     Documents.
           (b)  The Borrower represents that its Property and any
     current  operation concerning its Property (and the Property
     of  any  Subsidiary) and its business operations are not  in
     material violation of any applicable Environmental Law,  and
     the  Borrower has no actual knowledge or any notice from any
     governmental  body  claiming  that  such  Property  or  such
     business  operations or operations or uses of  the  Property
     have or may result in any violation of any Environmental Law
     or  requiring or calling attention to the need for any work,
     repairs,  corrective  actions, construction  alterations  or
     installation on or in connection with such Property  or  the
     Borrower's   business   in  order   to   comply   with   any
     Environmental Law with which Borrower has not  complied,  in
     each  case  under this paragraph (b) wherein such  violation
     would  have  a  material  adverse effect  on  the  business,
     Properties, or financial condition of the Borrower. If there
     are any such notices which would have such effect with which
     Borrower has not complied, Borrower shall provide Agent with
     copies  thereof. If Borrower receives any such notice  which
     would have such effect, Borrower will immediately provide  a
     copy to Agent.
          (c)  Borrower agrees to indemnify and hold Agent, Swing
     Line  Lender, and Lenders harmless from and against any  and
     all  claims,  demands, damages, losses, liens,  liabilities,
     penalties, fines, lawsuits, and other proceedings, costs and
     expenses    (including,   without   limitation,   reasonable
     attorneys' fees), arising directly or indirectly from or out
     of,  or  in any way connected with (i) the presence  of  any
     Hazardous Substances on any of its Property (or the Property
     of a Subsidiary) in violation of any Environmental Law; (ii)
     any  violation or alleged violation of any Environmental Law
     relating to Hazardous Substances on any of its Property  (or
     the  Property  of  a  Subsidiary), whether  attributable  to
     events occurring before or after acquisition of any of  such
     Property;  (iii) any violation of any Environmental  Law  by
     the Borrower (or a Subsidiary) resulting from the conduct of
     its business, use of its Property, or otherwise; or (iv) any
     inaccuracy  in  the  certifications  contained  in   Section
     11.01(a).
     Article XII. The Agent.
      Section  12.01  Appointment of Agent.  Each  Lender  hereby
designates STB as Agent to administer all matters concerning  the
Loans  and  to  act  as  herein  specified.  Each  Lender  hereby
irrevocably  authorizes, and each holder of any Revolving  Credit
Note  and Term Note by the acceptance of a Revolving Credit  Note
and Term Note shall be deemed irrevocably to authorize, the Agent
to  take such actions on its behalf under the provisions of  this
Agreement, the other Loan Documents and all other instruments and
agreements  referred to herein or therein, and to  exercise  such
powers and to perform such duties hereunder and thereunder as are
specifically delegated to or required of the Agent by  the  terms
hereof  and  thereof  and  such other powers  as  are  reasonably
incidental  thereto.  The Agent may perform  any  of  its  duties
hereunder  by  or  through its agents or employees.  The  Lenders
agree  that neither the Agent nor any of its directors, officers,
employees  or  agents  shall be liable for any  action  taken  or
omitted  to  be  taken by it or them hereunder or  in  connection
herewith, except for its or their own gross negligence or willful
misconduct. The Lenders agree that the Agent shall not  have  any
duties  or  responsibilities, except those  expressly  set  forth
herein,  or  any fiduciary relationship with any of the  Lenders,
and  no  implied covenants, functions, responsibilities,  duties,
obligations  or liabilities shall be read into this Agreement  or
otherwise be imposed upon or exist against the Agent.
      Section  12.02 Authorization of Agent with Respect  to  the
Loan  Documents. (a) Each Lender hereby authorizes the  Agent  to
enter  into  each  of the Loan Documents and to take  all  action
contemplated  thereby,  all  in its capacity  as  Agent  for  the
ratable benefit of the Lenders. All rights and remedies under the
Loan  Documents may be exercised by the Agent for the benefit  of
the  Agent  and the Lenders upon the terms thereof.  The  Lenders
further   agree  that  the  Agent  may  assign  its  rights   and
obligations  under any of the Loan Documents to any Affiliate  of
the  Agent,  if  necessary or appropriate under  applicable  law,
which  assignee  in each such case shall (subject  to  compliance
with  any requirements of applicable law governing the assignment
of  such  Loan  Documents) be entitled to all the rights  of  the
Agent under and with respect to the applicable Loan Document.
      (b)   The Agent shall administer the Loans described herein
and  the Loan Documents on behalf of and for the benefit  of  the
Lenders  in  all  respects as if the Agent were the  sole  Lender
under the Loan Documents, except that:
           (i)  The Agent shall administer the Loans and the Loan
     Documents  with  a  degree of care at least  equal  to  that
     customarily  employed by the Agent in the administration  of
     similar credit facilities for its own account.
           (ii)  The Agent shall not, without the consent of  the
     Majority Lenders, take any of the following actions:
                     (A)   agree  to  a  waiver of  any  material
          requirements, covenants, or obligations of the Borrower
          contained herein;
                     (B)    agree   to  any  amendment   to   or
          modification  of any of the terms of any  of  the  Loan
          Documents;
                     (C)   waive any Event of Default or  Default
          Condition as set forth in the Credit Agreement;
                     (D)  accelerate the indebtedness described in
          the Credit Agreement following an Event of Default;
                     (E)   initiate  litigation or  pursue  other
          remedies  to enforce the obligations contained  in  any
          Loan  Document or to collect the indebtedness described
          herein.
           (iii) The Agent shall not, without the consent of  all
          of the Lenders, take any of the following actions:
                     (A)   extend the maturity of any payment  of
          principal  of or interest on the indebtedness described
          herein;
                     (B)   reduce  any fees paid to  or  for  the
          benefit of Lenders under this Credit Agreement;
                     (C)  reduce the rate of interest charged  on
          the indebtedness described herein;
                     (D)  release any Guaranty;
                     (E)   waive,  amend, modify  or  change  the
          Conditions Precedent;
                     (F)  postpone any date fixed for the payment
          in   respect  of  principal  of,  or  interest  on  the
          indebtedness described herein, or any fees hereunder;
                     (G)   modify  the  definition  of  Majority
          Lenders; or
                     (H)  modify this Section 12.02(b)(ii) or (iii).
           (c)   The  Agent,  upon its receipt of  actual  notice
     thereof,  shall  notify the Lenders of:  (i)  each  proposed
     action that would require the consent of the Lenders as  set
     forth herein, or (ii) any action proposed to be taken by the
     Agent  in the administration of the Loans and Loan Documents
     not  in  the ordinary course of business; provided that  any
     failure  of  the Agent to give the Lenders any  such  notice
     shall  not alone be the basis for any liability of the Agent
     to  the  Lenders except for the Agent's gross negligence  or
     willful misconduct.
           (d)   The Lenders agree that the Agent shall incur  no
     liability under or in respect of this Agreement with respect
     to  anything  which it may do or refrain from doing  in  the
     reasonable exercise of its judgment or which may seem to  it
     to  be  necessary or desirable in the circumstances,  except
     for its gross negligence or willful misconduct.
          (e)  The Agent shall not be liable to the Lenders or to
     any  Lender  in acting or refraining from acting under  this
     Agreement or any other Loan Document in accordance with  the
     instructions of the Majority Lenders or all of the  Lenders,
     where  expressly required by this Agreement, and any  action
     taken  or failure to act pursuant to such instructions shall
     be  binding on all Lenders. In each circumstance  where  any
     consent of or direction from the Majority Lenders or all  of
     the  Lenders  is required or requested by Agent,  the  Agent
     shall  send  to  the  Lenders  a  notice  setting  forth   a
     description in reasonable detail of the matter as  to  which
     consent  or direction is requested and the Agent's  proposed
     course  of  action with respect thereto. In  the  event  the
     Agent  shall  not have received a response from  any  Lender
     within five (5) Business Days after Agent sends such notice,
     such Lender shall be deemed not to have agreed to the course
     of action proposed by the Agent.
     Section 12.03 Agent's Duties Limited; No Fiduciary Duty. The
Lenders agree that the Agent  shall  have  no  duties or responsi-
bilities except  those expressly  set  forth  in  this  Agreement
and the other Loan Documents.  The Lenders agree that none of the 
Agent nor  any  of its respective officers, directors, employees 
or agents shall  be liable for any action taken or omitted by it as 
such hereunder or in  connection  herewith, unless caused by  its
or their gross negligence  or willful misconduct. The Agent shall
not have by reason of this Agreement a fiduciary relationship to
or in respect of any Lender, and nothing in this Agreement, express
or implied, is intended to or shall be so construed as to impose
upon  the  Agent any obligations in respect of this Agreement  or
the other Loan Documents except as expressly set forth herein.
      SECTION  12.04  No Reliance on the Agent. (A)  EACH  LENDER
REPRESENTS  AND WARRANTS TO THE AGENT AND THE OTHER LENDERS  THAT
INDEPENDENTLY AND WITHOUT RELIANCE UPON THE AGENT,  EACH  LENDER,
TO  THE  EXTENT IT DEEMS APPROPRIATE, HAS MADE AND SHALL CONTINUE
TO  MAKE  (I) ITS OWN INDEPENDENT INVESTIGATION OF THE  FINANCIAL
CONDITION  AND  AFFAIRS OF THE BORROWER, THE GUARANTORS  AND  ANY
SUBSIDIARY  IN  CONNECTION WITH THE TAKING OR NOT TAKING  OF  ANY
ACTION IN CONNECTION HEREWITH, AND (II) ITS OWN APPRAISAL OF  THE
CREDITWORTHINESS  OF  THE  BORROWER,  THE  GUARANTORS   AND   ANY
SUBSIDIARY,  AND,  EACH  LENDER FURTHER AGREES  THAT,  EXCEPT  AS
EXPRESSLY  PROVIDED IN THIS AGREEMENT, THE AGENT  SHALL  HAVE  NO
DUTY  OR  RESPONSIBILITY, EITHER INITIALLY  OR  ON  A  CONTINUING
BASIS, TO PROVIDE ANY LENDER WITH ANY CREDIT OR OTHER INFORMATION
WITH  RESPECT THERETO, WHETHER COMING INTO ITS POSSESSION  BEFORE
THE  MAKING  OF THE LOANS OR AT ANY TIME OR TIMES THEREAFTER.  AS
LONG  AS  ANY OF THE LOANS ARE OUTSTANDING AND/OR ANY  AMOUNT  IS
AVAILABLE  TO  BE  REQUESTED  OR  BORROWED  HEREUNDER,  OR   THIS
AGREEMENT  AND  THE  LOAN DOCUMENTS HAVE NOT BEEN  CANCELLED  AND
TERMINATED,   EACH  LENDER  SHALL  CONTINUE  TO  MAKE   ITS   OWN
INDEPENDENT EVALUATION OF THE FINANCIAL CONDITION AND AFFAIRS  OF
THE BORROWER, THE GUARANTORS AND THE SUBSIDIARIES.
      (b)   The Agent shall not be responsible to any Lender  for
any   recitals,   statements,  information,  representations   or
warranties  herein  or  in  any document,  certificate  or  other
writing  delivered in connection herewith or for  the  execution,
effectiveness,     genuineness,     validity,     enforceability,
collectability,  priority or sufficiency of this  Agreement,  the
Revolving Credit Notes, the Swing Line Note, the Term Notes,  the
Guarantees,  the  other Loan Documents, or  any  other  documents
contemplated hereby or thereby, or the financial condition of the
Borrower,  the Guarantors and any Subsidiary, or be  required  to
make  any inquiry concerning either the performance or observance
of  any of the terms, provisions or conditions of this Agreement,
the  Revolving Credit Notes, the Swing Line Note, the Term Notes,
the  Guarantees, the other Loan Documents or the other  documents
contemplated hereby or thereby, or the financial condition of the
Borrower, the Guarantors and any Subsidiary, or the existence  or
possible existence of any Default Condition or Event of Default.
      Section  12.05 Certain Rights of Agent. The  Lenders  agree
that  if  the Agent shall request instructions from the  Majority
Lenders  (or  all  of  the Lenders where unanimity  is  expressly
required under the terms of this Agreement) with respect  to  any
action  or  actions (including the failure to act) in  connection
with  this Agreement, the Agent shall be entitled to refrain from
such  act  or  taking such act, unless and until the Agent  shall
have  received instructions from the Majority Lenders (or all  of
the Lenders where unanimity is expressly required under the terms
of  this  Agreement); and the Agent shall not incur liability  to
any  Person  by  reason  of so refraining. Without  limiting  the
foregoing,  no  Lender shall have any right of action  whatsoever
against  the Agent as a result of the Agent acting or  refraining
from acting hereunder in accordance with the instructions of  the
Majority  Lenders (or, with regard to acts for which the  consent
of  all  of the Lenders is expressly required under the terms  of
this Agreement, in accordance with the instructions of all of the
Lenders).
      Section 12.06 Reliance by Agent. The Lenders agree that the
Agent shall be entitled to rely, and shall be fully protected  in
relying,  upon any note, writing, resolution, notice,  statement,
certificate,  telex,  teletype or telecopier message,  cablegram,
radiogram,  order  or  other  documentary,  teletransmission   or
telephone  message reasonably believed by it to  be  genuine  and
correct  and  to  have been signed, sent or made  by  the  proper
Person.  The Lenders agree that the Agent may consult with  legal
counsel  (including  counsel for any Lender), independent  public
accountants  and other experts selected by it and  shall  not  be
liable for any action taken or omitted to be taken by it in  good
faith  in accordance with the advice of such counsel, accountants
or experts.
      Section  12.07 Indemnification of Agent. To the extent  the
Agent  is  not  reimbursed and indemnified by the Borrower,  each
Lender  will reimburse and indemnify the Agent, ratably according
to their respective Pro Rata Share, for, from and against any and
all   liabilities,   obligations,  losses,  damages,   penalties,
actions,  judgments, suits, costs, expenses  (including  fees  of
experts,   consultants   and  counsel   and   disbursements)   or
disbursements  of  any  kind or nature  whatsoever  that  may  be
imposed  on,  incurred  by  or  asserted  against  the  Agent  in
performing  its  duties  hereunder, in any  way  relating  to  or
arising  out  of  this  Agreement or the  other  Loan  Documents;
provided  that  no Lender shall be liable to the  Agent  for  any
portion   of  such  liabilities,  obligations,  losses,  damages,
penalties,   actions,  judgments,  suits,  costs,   expenses   or
disbursements  resulting  from the Agent's  gross  negligence  or
willful  misconduct. The obligations and indemnifications arising
under  this  Section  12.07  shall survive  termination  of  this
Agreement,  repayment  of the Loans and indebtedness  arising  in
connection  with  the  Letters of Credit and  expiration  of  the
Letters of Credit.
      Section  12.08  The Agent in its Individual Capacity.  With
respect to its obligation to lend under this Agreement, the  Loan
made by it and the Revolving Credit Note and Term Note issued  to
it, the Agent shall have the same rights and powers hereunder  as
any  other Lender or holder of a Revolving Credit Note  and  Term
Note  and  may exercise the same as though it were not performing
the  duties  of Agent specified herein; and the terms  "Lenders,"
"Majority Lenders," "holders of Revolving Credit Notes," "holders
of  Term  Notes," or any similar terms shall, unless the  context
clearly  otherwise indicates, include the Agent in its individual
capacity. The Agent also may exercise the rights and remedies  of
the  Swing  Line Lender. The Agent and its Affiliates may  accept
deposits from, lend money to, and generally engage in any kind of
banking,  trust,  financial advisory or other business  with  the
Borrower  or  any Subsidiary of the Borrower as if  it  were  not
performing  the duties specified herein as Agent, and may  accept
fees  and  other consideration from the Borrower for services  in
connection  with this Agreement and otherwise without  having  to
account for the same to the Lenders.
      Section  12.09 Holders of Notes. The Agent and the Borrower
may  deem  and treat the payee of any Revolving Credit Notes  and
any  Term  Notes  as  the owner thereof for all  purposes  hereof
unless  and until a written notice of the assignment or  transfer
thereof  shall  have been filed with the Agent and the  Borrower.
Any  request, authority or consent of any Person who, at the time
of  making  such request or giving such authority or consent,  is
the  holder of any Revolving Credit Note and any Term Note  shall
be conclusive and binding on any subsequent holder, transferee or
assignee of such Revolving Credit Note any Term Note.
      Section 12.10 Successor Agent. (a) The Agent may resign  at
any  time by giving written notice thereof to the Lenders and the
Borrower  and  may  be  removed at any time  with  cause  by  the
Majority Lenders; provided, however, the Agent may not resign  or
be  removed  until (i) a successor Agent has been  appointed  and
shall  have  accepted such appointment, (ii) the successor  Agent
has  assumed  all responsibility for issuance of the  Letters  of
Credit and the successor Agent has assumed in the place and stead
of  the Agent all existing liability under outstanding Letters of
Credit,  and (iii) the successor Agent has assumed in  the  place
and  stead of the Agent all liability and responsibility  of  the
Swing  Line Lender, including the purchase by the successor Agent
from  the Agent of the Swing Line Lender's position in the  Swing
Line   Note.   The  transactions  described  in  the  immediately
preceding  sentence  shall be accomplished  pursuant  to  written
agreements reasonably satisfactory to the Agent and the successor
Agent. Upon any such resignation or removal, the Majority Lenders
shall  have  the  right  to appoint a successor  Agent  with  the
consent of Borrower, which shall not be unreasonably withheld. If
no  successor Agent shall have been so appointed by the  Majority
Lenders, and shall have accepted such appointment, within  thirty
(30)  days  after  the  retiring  Agent's  giving  of  notice  of
resignation  or  the Majority Lenders' removal  of  the  retiring
Agent,  then  the retiring Agent may, on behalf of  the  Lenders,
appoint  a  successor Agent (with the consent of Borrower,  which
will  not  be unreasonably withheld), which shall be a bank  that
maintains  an  office in the United States, or a commercial  bank
organized under the laws of the United States of America  or  any
State  thereof, or any Affiliate of such bank, having a  combined
capital and surplus of at least $100,000,000.
      (b)    Upon the acceptance of any appointment as the  Agent
hereunder  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  this Agreement. After  any  retiring  Agent's
resignation or removal hereunder as Agent, the provisions of this
Article XII shall inure to its benefit as to any actions taken or
omitted  to  be  taken  by it while it was an  Agent  under  this
Agreement.
      Section 12.11 Notice of Default or Event of Default. In the
event   that  the  Agent  or  any  Lender  shall  acquire  actual
knowledge, or shall have been notified, of any Default  Condition
or  Event  of Default (other than through a notice by  one  party
hereto  to  all  other parties), the Agent or such  Lender  shall
promptly  notify the Agent, and the Agent shall take such  action
and  assert  such  rights under this Agreement  as  the  Majority
Lenders  shall  request in writing, and the Agent  shall  not  be
subject to any liability by reason of its acting pursuant to  any
such request. If, following notification by Agent to Lenders, the
Majority  Lenders  (or all of the Lenders if required  hereunder)
shall  fail  to  request the Agent to take action  or  to  assert
rights  under this Agreement in respect of any Default  Condition
or  Event  of  Default within five (5) Business Days after  their
receipt  of  the  notice  of any Default Condition  or  Event  of
Default   from  the  Agent  or  any  Lender,  or  shall   request
inconsistent  action  with respect to such Default  Condition  or
Event  of  Default, the Agent may, but shall not be required  to,
take  such action and assert such rights (other than rights under
Article  VIII  hereof)  as  it deems  in  its  discretion  to  be
advisable for the protection of the Lenders.
     Section 12.12 Benefit of Agreement.
      (a)  Any Lender may make, carry or transfer Loans at, to or
for the account of, any of its branch offices or the office of an
Affiliate  of  such  Lender, provided that no such  action  shall
increase the cost of the Loans to the Borrower.
      (b)   Each  Lender may assign a portion of  its  interests,
rights and obligations under this Agreement, including all  or  a
portion of any of its Revolving Credit Loan Commitment (including
without  limitation its commitment to participate in  Letters  of
Credit) and/or its Term Loan Commitment to any Eligible Assignee;
provided,  however, that (i) the amount of the  Revolving  Credit
Loan  Commitment or Term Loan Commitment of the assigning  Lender
subject  to  each  assignment (determined  as  of  the  date  the
assignment  and  acceptance with respect to  such  assignment  is
delivered to the Agent) shall not be less than an amount equal to
$10,000,000 or greater integral multiples thereof, and  (ii)  the
parties to each such assignment shall execute and deliver to  the
Agent  and  the  Borrower an Assignment and Acceptance,  together
with  a Revolving Credit Note(s) and Term Note(s) subject to such
assignment and, unless such assignment is to an Affiliate of such
Lender,  a  processing and recordation fee  of  $3,000.  Borrower
shall not be responsible for such processing and recordation  fee
or  any costs or expenses incurred by any Lender or the Agent  in
connection  with  such assignment. From and after  the  effective
date specified in each Assignment and Acceptance, which effective
date shall be at least five (5) Business Days after the execution
thereof, the assignee thereunder shall be a party hereto  and  to
the  extent  of  the  interest assigned by  such  Assignment  and
Acceptance,  have the rights and obligations of  a  Lender  under
this  Agreement.  Notwithstanding the  foregoing,  the  assigning
Lender must retain after the consummation of such Assignment  and
Acceptance,  a minimum aggregate amount of Revolving Credit  Loan
Commitment  and  Term  Loan Commitment of $10,000,000;  provided,
however, no such minimum amount shall be required with respect to
any  such  assignment made at any time there exists an  Event  of
Default hereunder. Within five (5) Business Days after receipt of
the  notice and the Assignment and Acceptance, Borrower, at their
own  expense, shall execute and deliver to the Agent, in exchange
for  the surrendered Revolving Credit Note(s) or Term Note(s),  a
new  Revolving Credit Note (or Revolving Credit Notes) and a  New
Term  Note (or Term Notes) to the order of the Eligible  Assignee
in  a  principal amount equal to the applicable Revolving  Credit
Loan  Commitment and Term Loan Commitment assumed by it  pursuant
to  such  Assignment and Acceptance, as well as a  new  Revolving
Credit  Note (or Revolving Credit Notes) and a new Term Note  (or
Term Notes) to the assigning Lender in the amount of its retained
Revolving  Credit Loan Commitment and Term Loan Commitment.  Such
new  Revolving  Credit Note(s) and Term Note(s) to  the  Eligible
Assignee  and  to the assigning Lender shall be in  an  aggregate
principal amount equal to the aggregate principal amount of  such
surrendered  Revolving Credit Note(s) or Term Note(s),  shall  be
dated  the  date of the surrendered Revolving Credit  Note(s)  or
Term  Note(s)  that  they  replace, and  shall  otherwise  be  in
substantially  the  form attached hereto as  Exhibits  A  and  B,
respectively.
      (c)   No assignment of all or any portion of this Agreement
by  any  Lender  shall be permitted without compliance  with  the
provisions  of  Section 12.12(b) hereof, or  if  such  assignment
would  violate any applicable securities law. In connection  with
its execution and delivery hereof each Lender represents that  it
is  acquiring  its  interest  herein  for  its  own  account  for
investment  purposes and not with a view to further  distribution
thereof,  and  shall  require any proposed  assignee  to  furnish
similar representations to the Agent and the Borrower.
     (d)  Each Lender may, without the consent of Borrower or the
Agent  but  subject  to  the provisions  of  Section  2.07,  sell
participations   in   its   respective  Revolving   Credit   Loan
Commitment, Term Loan Commitment and Letter of Credit commitments
to  such  Lender's  Affiliate(s), but sales of participations  to
Persons  other than such Lender's Affiliates shall be  made  only
with  the  prior  written consent of the Borrower (which  consent
shall  not be unreasonably withheld or delayed) and in all events
subject  to said Section. Provided, however, that (i)  no  Lender
may  sell a participation in its aggregate Revolving Credit  Loan
Commitment, Term Loan Commitment and Letter of Credit commitments
(after  giving effect to any permitted assignment hereof)  unless
it  retains an aggregate exposure of at least $10,000,000 (except
that   no  such  limitation  shall  be  applicable  to  any  such
participation sold at any time there exists an Event  of  Default
hereunder),  (ii) such Lender's obligations under this  Agreement
shall  remain  unchanged, (iii) such Lender shall  remain  solely
responsible  to  the other parties hereto for the performance  of
such  obligations,  and  (v) Borrower and  the  Agent  and  other
Lenders  shall  continue to deal solely and  directly  with  each
Lender in connection with such Lender's rights and obligations as
provided  in  this Agreement and the other Loan  Documents.  Each
Lender shall promptly notify in writing the Agent of any sale  of
a participation hereunder.
      (e)  Any Lender or participant may, in connection with  the
assignment   or   participation   or   proposed   assignment   or
participation,  pursuant to this Section 12.12, disclose  to  the
assignee  or participant or proposed assignee or participant  any
information relating to Borrower or any Subsidiary, furnished  to
such  Lender  by  or on behalf of Borrower. With respect  to  any
disclosure  of confidential, non-public, proprietary information,
such  proposed  assignee or participant shall agree  to  use  the
information  only for the purpose of making any necessary  credit
judgments with respect to this credit facility and not to use the
information  in  any  manner prohibited  by  any  law,  including
without limitation, the securities laws of the United States. The
proposed  participant or assignee shall agree in writing  not  to
disclose  any  of  such  information  except  (i)  to  directors,
employees,  auditors or counsel to whom it is necessary  to  show
such  information,  each  of  whom  shall  be  informed  of   the
confidential nature of the information and agree to maintain  the
confidentiality  thereof  as  described  herein,  (ii)   in   any
statement  or  testimony pursuant to a subpoena or order  by  any
court,  governmental body or other agency asserting  jurisdiction
over such entity, or as otherwise required by law (provided prior
notice  is  given  to  Borrower and the  Agent  unless  otherwise
prohibited  by  the subpoena, order or law), and (iii)  upon  the
request  or  demand  of any regulatory agency or  authority  with
proper  jurisdiction. The proposed participant or  assignee,  and
such  representatives, shall further agree to return to  Borrower
all  documents  or  other  written material  and  copies  thereof
received from any Lender, the Agent or Borrower relating to  such
confidential information.
     (f)  Any Lender may at any time assign all or any portion of
its  rights  in this Agreement, the Term Notes and the  Revolving
Credit  Notes  issued to it to a Federal Reserve  Bank;  provided
that  no such assignment shall release the assigning Lender  from
any of its obligations hereunder.
      Section  12.13   Removal of Lender. In the event  that  any
Lender  (the  "Specified  Lender")  (a)  fails  to  perform   its
obligation to fund any portion of the Loan when required to do so
by  the terms of this Agreement or excused only by Section  2.17,
(b)  demands  payment in respect of increased costs  pursuant  to
Section   2.18  in  an  amount  the  Borrower  reasonably   deems
materially  in excess of the amounts in respect thereof  demanded
by  the  other Lenders, or (c) refuses to consent to  a  proposed
amendment,  modification,  consent  or  other  action   requiring
unanimity among the Lenders under the terms of this Agreement, as
to  which the Majority Lenders have given such consent, then,  so
long  as  no  Event of Default or Default Condition  exists,  the
Borrower shall have the right to seek a replacement Lender  which
is reasonably satisfactory to the Agent (a "Replacement Lender").
The  Replacement  Lender  shall  purchase  the  interest  of  the
Specified Lender in the Loan and shall assume the obligations  of
the  Specified Lender hereunder upon execution by the Replacement
Lender  of an Assignment and Acceptance and the tender by  it  to
the  Specified Lender of a purchase price agreed by  it  and  the
Specified  Lender  (or, if they are unable to agree,  a  purchase
price  equal  to  the amount of the Specified Lender's  Pro  Rata
Share of the Loan and all other amounts then owed by the Borrower
to  the  Specified Lender). Upon consummation of such assignment,
the Replacement Lender shall become a party to this Agreement  as
a  signatory  hereto  and  shall  have  all  of  the  rights  and
obligations  of  the  Specified Lender under this  Agreement  and
under  the other Loan Documents, and no further consent or action
by  any  party shall be required. Upon the consummation  of  such
assignment,  the  Borrower, the Agent and  the  Specified  Lender
shall  make  appropriate arrangements so  that  a  new  Revolving
Credit  Note  and  a new Term Note are issued to the  Replacement
Lender. The Borrower and the Guarantors shall sign such documents
and   take  such  other  actions  reasonably  requested  by   the
Replacement Lender or the Agent to enable the Replacement  Lender
to  share  in the rights created by this Agreement and the  other
Loan  Documents.  Until  the consummation  of  an  assignment  in
accordance  with the foregoing provisions of this Section  12.13,
the Company
shall  continue  to pay to or for the benefit  of  the  Specified
Lender  all amounts which it is required to pay pursuant to  this
Agreement  and the other Loan Documents, as they become  due  and
payable.
     Article XIII. Guarantors.
      Section  13.01  Guarantors. The obligations of the Borrower
under  the  Loan  Documents  shall  be  guaranteed  jointly   and
severally by each of the Guarantors pursuant to the Guarantees.
     ENTERED INTO the date first above written.
                              BORROWER:

                              CRACKER BARREL OLD COUNTRY STORE,
                              INC.


                              By:  /s/Michael A. Woodhouse

                              Title:  Senior Vice President, Finance 
                                      and Chief Financial Officer

                              AGENT:

                              SUNTRUST BANK, NASHVILLE, N.A., Agent


                              By:  /s/Allen K. Oakley

                              Title:  Senior Vice President


                              LENDERS:

                              SUNTRUST BANK, NASHVILLE, N.A.


                              By:  /s/Allen K. Oakley

                              Title:  Senior Vice President


                              Address:  201 Fourth Avenue North
                                        Nashville, Tennessee 37219

                              Pro Rata Share: 40%


                              WACHOVIA BANK OF GEORGIA, N.A.


                              By:  /s/Charles Dee O'Dell II

                              Title:  Vice President


                              Address:  191 Peachtree Street, N.E.
                                        Atlanta, Georgia 30303

                              Pro Rata Share: 30%



                              THE FIRST NATIONAL BANK OF CHICAGO


                              By:  /s/Curtis A. Price

                              Title:  As Agent


                              Address:  One First National Plaza
                                        Mail Suite 0324
                                        Chicago, IL 60670

                              Pro Rata Share: 30%