SECOND
                      AMENDED AND RESTATED
                              NOTE

$180,000,000                                      Houston, Texas
                                                  June 20, 2000
     ON  OR BEFORE the Termination Date (as defined in the Credit
Agreement  hereinafter referred to), the undersigned,  for  value
received,  hereby promises to pay to the order of Chase  Bank  of
Texas,  National Association, at 712 Main, Houston, Texas  77002,
as Administrative Agent under the Credit Agreement (the "Agent"),
for  the  account  of  the financial institutions  which  now  or
hereafter  become  Banks under the Credit Agreement,  ratably  in
accordance  with their respective Percentages, the principal  sum
of ONE HUNDRED EIGHTY MILLION DOLLARS ($180,000,000) or, if less,
the  aggregate unpaid principal amount of all Loans made  by  the
Banks to the undersigned hereunder.
     The  undersigned further promises to pay to the order of the
Agent  for  the  account of the Banks ratably in accordance  with
their respective Percentages, interest on the principal sum  from
time  to time outstanding at the rates and at the times set forth
in the Credit Agreement.
     This  Note  evidences indebtedness incurred  under,  and  is
subject  to  the terms and provisions of, the Second Amended  and
Restated  Revolving Credit Agreement dated as of  June  20,  2000
(herein,  as amended, modified, restated, supplemented, extended,
refinanced,  refunded or renewed, from time to time,  called  the
"Credit  Agreement"), among the undersigned, various  banks  from
time  to  time  party  thereto, and the Agent,  to  which  Credit
Agreement reference is hereby made for a statement of said  terms
and provisions, including those under which this Note may be paid
prior  to  its due date or its due date accelerated.  Terms  used
but  not otherwise defined herein shall have the same meaning  as
such terms have in the Credit Agreement.
     It   is  contemplated  that  by  reason  of  prepayments  or
repayments  hereon prior to the Termination Date,  there  may  be
times when no indebtedness is owing hereunder prior to such date,
but  notwithstanding  such occurrences, this  Note  shall  remain
valid  and  shall be in full force and effect as  to  Loans  made
pursuant  to  the  Credit  Agreement  subsequent  to  each   such
occurrence.
     In  addition to and not in limitation of the foregoing,  but
subject   to   the  provisions  of  the  Credit  Agreement,   the
undersigned  further  agrees  to pay  on  demand  all  reasonable
attorneys' fees and legal expenses incurred by the Agent and  the
Banks  in connection with the collection and enforcement of  this
Note,  and  any  and all amendments, modifications, restatements,
supplements,  extensions,  refinancings,  refunds  and   renewals
relating to this Note.
     All  agreements between the undersigned, the Agent  and  any
Bank,  whether  now  existing or hereafter  arising  and  whether
written  or  oral, are hereby expressly limited  so  that  in  no
contingency  or  event whatsoever, whether by  reason  of  demand
being made on this Note or otherwise, shall the amount contracted
for,  charged, reserved or received by the Agent or any Bank  for
the  use,  forbearance, or detention of the money  to  be  loaned
under  the  Credit Agreement or otherwise or for the  payment  or
performance  of any covenant or obligation contained  therein  or
herein  exceed the Highest Lawful Rate.  If, as a result  of  any
circumstances whatsoever, fulfillment by the undersigned  of  any
provision  of the Credit Agreement or of this Note, at  the  time
performance  of  such  provision  shall  be  due,  shall  involve
transcending the limit of validity prescribed by applicable usury
law or result in the Agent or any Bank having or being deemed  to
have  contracted for, charged, reserved or received interest  (or
amounts  deemed  to be interest) in excess of the maximum  lawful
rate  or  amount of interest allowed by applicable law to  be  so
contracted  for, charged, reserved or received by  the  Agent  or
such  Bank,  then, ipso facto, the obligation to be fulfilled  by
the  undersigned shall be reduced to the limit of such  validity,
and  if, from any such circumstance, the Agent or any Bank  shall
ever  receive interest or anything which might be deemed interest
under  applicable law which would exceed the Highest Lawful Rate,
such  amount which would be excessive interest shall be  refunded
to the undersigned, or, to the extent (i) permitted by applicable
law  and (ii) such excessive interest does not exceed the  unpaid
principal  balance  of the Note and the amounts  owing  on  other
obligations of the undersigned to the Agent or any Bank under the
Credit  Agreement and the Note, applied to the reduction  of  the
principal  amount  owing on account of the Note  or  the  amounts
owing on other obligations of the undersigned to the Agent or any
Bank  under  the  Credit Agreement and the Note and  not  to  the
payment of interest.  All sums paid or agreed to be paid  to  the
Agent  or any Bank for the use, forbearance, or detention of  the
indebtedness  of  the undersigned to the Agent  or  to  any  Bank
shall,  to  the extent permitted by applicable law, be amortized,
prorated, allocated, and spread throughout the full term of  such
indebtedness  until  payment in full  of  the  principal  thereof
(including  the  period of any renewal or extension  thereof)  so
that  the  interest  on  account of such indebtedness  shall  not
exceed the Highest Lawful Rate.  The terms and provisions of this
paragraph  shall  control  and supersede  every  other  provision
hereof  and of all other agreements between the undersigned,  the
Agent  and  the  Banks.  "Highest Lawful Rate" shall  mean,  with
respect  to each Bank, the maximum nonusurious interest rate,  if
any, that at any time or from time to time may be contracted for,
taken, reserved, charged, or received with respect to the Note or
on other amounts, if any, due to such Bank pursuant to the Credit
Agreement  or the Note, under laws applicable to such Bank  which
are  presenting in effect, or to the extent allowed by law, under
such  applicable laws that may hereafter be in effect  and  which
allow  a higher maximum nonusurious interest rate than applicable
laws  now  allow.   To the extent required by applicable  law  in
determining the Highest Lawful Rate with respect to any  Bank  as
of  any  date,  there shall be taken into account  the  aggregate
amount  of all payments and charges theretofore charged, reserved
or  received by such Bank under the Credit Agreement or under the
Note  which constitute or are deemed to constitute interest under
applicable law.
     THIS NOTE IS MADE UNDER AND GOVERNED BY THE INTERNAL LAWS OF
THE  STATE OF TEXAS WITHOUT REGARD TO PRINCIPLES OF CONFLICTS  OF
LAW.
     Except  as otherwise specifically provided for in the Credit
Agreement, the Borrower and any and all endorsers, guarantors and
sureties  severally waive grace, demand, presentment for payment,
notice of dishonor or default, protest, notice of protest, notice
of  intent to accelerate, notice of acceleration and diligence in
collecting  and  bringing of suit against any  part  hereto,  and
agree to all renewals, extensions or partial payments hereon  and
to any release or substitution of security hereof, in whole or in
part, with or without notice, before or after maturity.
     This  Note  is  an  amendment and  restatement,  but  not  a
novation, of that certain Amended and Restated Note dated  as  of
May  8, 1997 executed and delivered by the Borrower in favor  the
Agent.
     IN  WITNESS WHEREOF, the Borrower has caused this Note to be
executed  and delivered by its officer thereunto duly  authorized
effective as of the date first above written.

Address:                           NPC MANAGEMENT, INC.

720 West 20th Street               By:    /s/ Troy D. Cook
Pittsburgh, Kansas 66762           Title: Senior V.P.


Schedule  attached  to Note dated as of June  20,  2000,  of  NPC
MANAGEMENT,  INC., payable to the order of Chase Bank  of  Texas,
National Association, as Agent for the account of various Banks.


                  LOANS AND PRINCIPAL PAYMENTS



  Date of               Type of Loan
    Loan                & Applicable    Amount            Nota-
Continuation  Amount   Interest Rate      of      Unpaid   tion
     or      of Loan     & Interest   Principal Principal  Made
 Conversion    Made         Rate        Repaid   Balance    By

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The  aggregate  unpaid principal amount shown  on  this  schedule
shall  be rebuttable presumptive evidence of the principal amount
owing  and unpaid on this Note.  The failure to record  the  date
and amount of any loan on this schedule shall not, however, limit
or otherwise affect the obligations of NPC MANAGEMENT, INC. under
this  Note  to  repay the principal amount of the Loans  together
with all interest accruing thereon.