SECOND AMENDED AND RESTATED
                    REVOLVING CREDIT AGREEMENT

     THIS  SECOND AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT,
dated  as  of  June 20, 2000 (this "Agreement"), is  entered  into
among   NPC   MANAGEMENT,  INC.,  a  Delaware   corporation   (the
"Company"),  the  banks  listed  on  the  signature  pages  hereof
(together with such other financial institutions that from time to
time become parties hereto, individually a "Bank" and collectively
the  "Banks"), CHASE BANK OF TEXAS, NATIONAL ASSOCIATION  ("CBT"),
as  Administrative Agent for the Banks, BANK OF AMERICA, N.A.,  as
Documentation   Agent  for  the  Banks  and  SUNTRUST   BANK,   as
Syndication Agent for the Banks.
     WHEREAS, the Company, the Banks, CBT as Administrative  Agent
and  Bank  of America, N.A., as Documentation Agent, have  entered
into  the  Existing  Revolving  Credit  Facility  (as  hereinafter
defined)  providing for commitments from such Banks to make  loans
to  the Company and to participate in letters of credit issued for
the account of the Company;
     WHEREAS, the Company and CBT, as Administrative Agent and  as
the  Bank  thereunder,  have entered into the  Existing  Swingline
Credit Facility (as hereinafter defined) providing for commitments
from CBT to make loans to the Company;
     WHEREAS,  the  Company  has voluntarily  requested  that  the
Banks,  and  the Banks have agreed to, restructure, rearrange  and
renew   the   Existing  Credit  Facilities  and   the   respective
commitments of the Banks and the Administrative Agent  parties  to
the  Existing  Credit Facilities into obligations and  commitments
hereunder;
     WHEREAS,  the parties hereto intend to amend and restate  the
Existing  Credit  Facilities in their entirety as hereinafter  set
forth;
     NOW,  THEREFORE,  in  consideration of the  mutual  covenants
contained  herein  and other good and valuable consideration,  the
receipt  and  sufficiency  of which are hereby  acknowledged,  the
parties hereto agree as follows:
1.   DEFINITIONS, INTERPRETATION OF AGREEMENT AND COMPLIANCE  WITH
     FINANCIAL RESTRICTIONS.
     1.1  Definitions.  In addition to the terms defined elsewhere
in  this  Agreement, the following terms shall have  the  meanings
indicated  for  purposes of this Agreement (such  meanings  to  be
equally  applicable to both the singular and plural forms  of  the
terms defined):
     Acquisition  Agreement  shall mean the Acquisition  Agreement
dated as of March 25, 1996 by and among Seattle Crab Co., NPCI and
Skipper's, Inc.
     Affiliate of any Person means any other Person that, directly
or  indirectly,  controls, is controlled by  or  is  under  common
control  with  such Person (excluding any trustee  under,  or  any
committee   with  responsibility  for  administering,   any   Plan
(hereinafter defined)). A Person shall be deemed to be "controlled
by"  any other Person if such other Person possesses, directly  or
indirectly, power
          (a)   to vote 10% or more of the securities (on a  fully
     diluted  basis) having ordinary voting power for the election
     of directors or managing general partners of such Person; or
          (b)   to direct or cause the direction of the management
     and policies of such Person whether by contract or otherwise.
     Administrative  Agent means CBT as Administrative  Agent  for
the  Banks  hereunder and each successor, as provided  in  Section
14.8, who shall act as Administrative Agent.
     Alternate Base Rate means a per annum interest rate which  is
the  greater  at  any time of (i) the rate of interest  then  most
recently announced by CBT at Houston, Texas as its prime rate,  or
(ii) 0.5% plus the Federal Funds Rate.  Such prime rate of CBT  is
not  necessarily  intended  to  be the  lowest  rate  of  interest
determined  by  CBT  in  connection  with  extensions  of  credit.
Changes  in  the  rate of interest on that portion  of  any  Loans
maintained  as  Alternate  Base  Rate  Loans  shall  take   effect
simultaneously with each change in the Alternate Base  Rate.   The
Administrative Agent shall give notice promptly to the Company and
the Banks of changes in the Alternate Base Rate.
     Assignee  shall  have  the  meaning  set  forth  in   Section
15.3(c)(i).
     Assignment and Acceptance shall have the meaning set forth in
Section 15.3(c)(i).
     Bank -- see the Preamble.
     Banking  Day  means  any  day on which  banks  are  open  for
business in Houston, Texas, and with respect to Eurodollar  Loans,
on  which  dealings  in foreign currencies  and  exchange  may  be
carried on by the Administrative Agent in the interbank Eurodollar
market.
     CBT -- see the Preamble.
     Capitalized  Lease  means any lease which  is  or  should  be
capitalized on the balance sheet of the lessee in accordance  with
GAAP.
     Capitalized Lease Obligations shall mean the amount at  which
the  aggregate rentals due and to become due under all Capitalized
Leases  under which NPCI or any Subsidiary thereof, as  a  lessee,
would  be  required  to  be  reflected  as  a  liability  on   the
consolidated balance sheet of NPCI.
     Code  means  the  Internal  Revenue  Code  of  1986  and  any
successor statute of similar import, together with the regulations
thereunder,  in  each  case  as  in  effect  from  time  to  time.
References  to  sections of the Code shall be  construed  to  also
refer to any successor sections.
     Commitment  means, with respect to each Bank, the  commitment
of such Bank to make Revolving Loans and to acquire participations
in Letters of Credit and Swingline Loans hereunder, and, as to the
Swingline  Lender to make Swingline Loans hereunder, expressed  as
an amount representing the maximum aggregate amount of such Bank's
Revolving Credit Exposure hereunder, as such commitment may be (a)
reduced from time to time pursuant to Section 7.4, (b) reduced  or
increased from time to time pursuant to assignments by or to  such
Bank  pursuant to Section 15.3(c) and (c) increased from  time  to
time pursuant to Section 2.1(b).  Each Swingline Loan, whether  or
not  participated among the Banks, shall be deemed as to each Bank
a pro rata usage of such Bank's Commitment.  The initial amount of
each Bank's Commitment is set forth on the signature pages hereto,
or  in  the Assignment and Acceptance pursuant to which such  Bank
shall  have  assumed its Commitment, as applicable.   The  initial
aggregate amount of the Banks' Commitments is $180,000,000.
     Company -- see the Preamble.
     Computation  Period  means  any period  of  four  consecutive
fiscal  quarters  of  NPCI ending on the  last  day  of  a  fiscal
quarter.
     Consolidated Funded Debt shall mean all Funded Debt  of  NPCI
and   its   Subsidiaries,  determined  on  a  consolidated   basis
eliminating intercompany items.
     Consolidated  Net  Earnings  means  the  consolidated   gross
revenues of NPCI and its Subsidiaries less all operating and  non-
operating expenses of NPCI and its Subsidiaries including taxes on
income,  all  determined in accordance with GAAP  consistent  with
those  followed  in  the preparation of the  financial  statements
referred to in Section 11.5, provided that (i) there shall not  be
included  in  revenues (a) any income representing the  excess  of
equity  in  any  Subsidiary at the date of  acquisition  over  the
investment in such Subsidiary, (b) any equity in the undistributed
earnings  of  any corporation which is not a Subsidiary,  (c)  any
earnings of any Subsidiary for any period prior to the fiscal year
of  NPCI  in which such Subsidiary was acquired, or (d) any  gains
resulting from the write-up of assets, and (ii) capital gains  may
be included in revenues only to offset capital losses.
     Consolidated Net Income Available for Fixed Charges  for  any
period shall mean the sum of Consolidated Net Earnings during such
period,  plus  (to the extent deducted in determining Consolidated
Net  Earnings  during  such  period) (i)  interest  expense,  (ii)
provision  for  income taxes, (iii) depreciation and amortization,
and  (iv)  operating lease expense in each case on a  consolidated
basis;  provided, to the extent added to or deducted from  income,
Facility Action Charges will be subtracted from or added  back  to
Consolidated  Net  Income  Available for  Fixed  Charges;  however
Consolidated  Net  Income  Available for  Fixed  Charges  will  be
adjusted for Facility Action Cash Costs.
     Consolidated  Net  Worth means, at any  time,  the  total  of
stockholders' equity (including capital stock, additional  paid-in
capital and retained earnings after deducting treasury stock, ESOP
obligations  and  similar  contra  accounts)  of  NPCI   and   its
Subsidiaries calculated in accordance with GAAP.
     Dollars  and  the sign "$" mean lawful money  of  the  United
States of America.
     EBITDA  means  Consolidated   Net  Earnings  before  interest
expense,  provision  for taxes (to the extent  not  excluded  from
Consolidated  Net  Earnings), depreciation, amortization  and  the
noncash portion of nonrecurring charges (as defined by GAAP)  plus
cash  pre-opening expenses; provided, to the extent  added  to  or
deducted  from income, Facility Action Charges will be  subtracted
from or added back to EBITDA; however EBITDA will be adjusted  for
Facility Action Cash Costs.
      Effective  Date means the date on which all  the  conditions
precedent set forth in Section 10 are met or waived in writing  by
the Administrative Agent and the Majority Banks.
     ERISA  means the Employee Retirement Income Security  Act  of
1974,  as  amended, and any successor statute of  similar  import,
together  with  the regulations thereunder, in  each  case  as  in
effect  from time to time.  References to sections of ERISA  shall
be construed to also refer to any successor sections.
     ERISA Affiliate means any corporation, trade or business that
is,   along  with  NPCI,  a  member  of  a  controlled  group   of
corporations  or  a controlled group of trades or  businesses,  as
described  in sections 414 (b) and 414 (c), respectively,  of  the
Code.
     Equity   Interests  means  shares  of  the   capital   stock,
partnership interests, membership interest in a limited  liability
company, beneficial interests in a trust or other equity interests
in  the Company or any Guarantor or any warrants, options or other
rights to acquire such interests.
     Eurocurrency  Reserve Percentage means, with respect  to  any
Interest  Period, a percentage (expressed as a decimal)  equal  to
the  daily  average during such Interest Period of the percentages
in  effect  on each day of such Interest Period, as prescribed  by
the  Board  of  Governors of the Federal Reserve  System  (or  any
successor),  for  determining reserve requirements  applicable  to
"Eurocurrency liabilities" pursuant to Regulation D or  any  other
then  applicable  regulation  of  the  Board  of  Governors  which
prescribes   reserve  requirements  applicable  to   "Eurocurrency
liabilities," as presently defined in Regulation D.  For  purposes
of this definition, any Eurodollar Loans hereunder shall be deemed
to be "Eurocurrency liabilities" as defined in Regulation D.
     Eurodollar Loan means any Revolving Loan which bears interest
at a rate determined with reference to the Interbank Rate (Reserve
Adjusted).
     Event of Default means any of the events described in Section
13.1.
     Existing  Credit Facilities means, collectively, the Existing
Revolving  Credit  Facility  and  the  Existing  Swingline  Credit
Facility.
     Existing   Revolving  Credit  Facility  means  that   certain
$185,000,000 Amended and Restated Revolving Credit Agreement dated
as  of May 8, 1997 among the Company, CBT as Administrative Agent,
and the lenders party thereto.
     Existing  Revolving Note means that certain  promissory  note
dated  as  of  May  8,  1997 in the original principal  amount  of
$185,000,000  executed  and delivered by  the  Company  under  the
Existing Revolving Credit Facility.
     Existing   Swingline  Credit  Facility  means  that   certain
$15,000,000 Amended and Restated Revolving Credit Agreement  dated
as  of May 8, 1997 among the Company, CBT as Administrative Agent,
and the lenders party thereto.
     Existing  Swingline  Note means that certain  Series  B  Note
dated  as  of  May 8, 1997 executed and delivered by  the  Company
under the Existing Swingline Credit Facility.
     Facility  Action  Cash Costs means the net cash  expenses  or
income  incurred  or  received by NPCI  and  its  Subsidiaries  to
service  its  ongoing, regular monthly obligations  (rent,  taxes,
etc.)  under  the operating lease obligations existing  for  units
closed  as  a  part  of any such Person's asset  re-imaging  plan.
Specifically  excluded from this definition are proceeds  received
from  the sale of properties or lease interests and lease  buy-out
payments  made  to landlords to terminate any such Person's  lease
obligations for these closed units.
     Facility Action Charges means the charges recorded to  impair
or  write-off  fixed asset and intangible asset  values  (non-cash
facility  action charges) in accordance with SFAS No. 121  (GAAP),
as  well  as  the  accrual  of certain exit  costs  (future  lease
payments,   property  taxes,  etc.)  accrued  by  NPCI   and   its
Subsidiaries  to  exit  properties  identified  for   closure   in
accordance  with  EITF 94-3 as part of NPCI and its  Subsidiaries'
asset re-imaging program.
     Federal Funds Rate means for any date the weighted average of
the rates on overnight Federal Funds transactions, with members of
the Federal Reserve System only, arranged by Federal Funds brokers
applicable  to  Federal  Funds transactions  on  that  date.   The
Federal Funds Rate shall be determined by the Administrative Agent
on the basis of reports by Federal Funds brokers to, and published
daily  by,  the Federal Reserve Bank of New York in the  Composite
Closing  Quotations  for  U.S.  Government  Securities.   If  such
publication is unavailable or the Federal Funds Rate  is  not  set
forth  therein, the Federal Funds Rate shall be determined on  the
basis   of   any   other  source  reasonably   selected   by   the
Administrative Agent.  In the case of a day which is not a Banking
Day,  the  Federal Funds Rate shall be the Federal Funds Rate  for
the immediately preceding Banking Day.
     Fixed Charges shall mean the sum of consolidated (i) interest
expense, (ii) operating lease expense and (iii) current maturities
of  Consolidated  Funded Debt as reflected in the  GAAP  financial
statements of NPCI and its Subsidiaries (which maturities shall be
determined  as  of the last day of the period consisting  of  four
fiscal quarters for which Fixed Charges are to be determined).
     Franchise  Agreement  means any franchise  agreement  between
NPCI or any Subsidiary and Pizza Hut, Inc., as such may be amended
or modified from time to time.
     Funded  Debt shall mean (i) all Indebtedness having  a  final
maturity of more than one year from the date of incurrence thereof
(or  which is renewable or extendable at the option of the obligor
for  a  period or periods of more than one year from the  date  of
incurrence),  including all payments in respect thereof  that  are
required  to  be  made  within one  year  from  the  date  of  any
determination of Funded Debt, whether or not included  in  current
liabilities, (ii) all Capitalized Lease Obligations maturing  more
than one year after the date as of which the computation was made,
and (iii) all Guaranties which extend for more than one year after
the date of determination.
     GAAP means generally accepted accounting principles set forth
in  the  opinions and pronouncements of the Accounting  Principles
Board  and  the American Institute of Certified Public Accountants
and  statements  and  pronouncements of the  Financial  Accounting
Standards Board, or in such other statements by such other  entity
as may be in general use by significant segments of the accounting
profession, which are applicable to the circumstances  as  of  the
date of determination.
     Guaranties  by  any Person shall mean all obligations  (other
than endorsements in the ordinary course of business of negotiable
instruments   for   deposit   or  collection)   of   such   Person
guaranteeing,   or  in  effect  guaranteeing,  any   Indebtedness,
dividend  or  other obligation of any other Person  (the  "primary
obligor")   in   any  manner,  whether  directly  or   indirectly,
including, without limitation, all obligations incurred through an
agreement,  contingent  or  otherwise,  by  such  Person:  (i)  to
purchase such Indebtedness or obligation or any property or assets
constituting  security therefor, (ii) to advance or  supply  funds
(x)   for  the  purchase  or  payment  of  such  Indebtedness   or
obligation, (y) to maintain working capital or other balance sheet
condition or otherwise to advance or make available funds for  the
purchase  or payment of such Indebtedness or obligation, (iii)  to
lease  property  or  to purchase securities or other  property  or
services primarily for the purpose of assuring the owner  of  such
Indebtedness  or obligation of the ability of the primary  obligor
to  make  payment  of  the  Indebtedness or  obligation,  or  (iv)
otherwise to assure the owner of the Indebtedness or obligation of
the  primary  obligor against loss in respect  thereof.   For  the
purposes of all computations made under this Agreement, a Guaranty
in  respect of any Indebtedness for borrowed money shall be deemed
to   be  Indebtedness  equal  to  the  principal  amount  of  such
Indebtedness for borrowed money which has been guaranteed,  and  a
Guaranty  in respect of any other obligation or liability  or  any
dividend  shall be deemed to be Indebtedness equal to the  maximum
aggregate amount of such obligation, liability or dividend.
     Guarantors shall mean, at any time, each Person which is then
a  party  to  the Master Guaranty, which shall be  NPCI  and  each
Subsidiary thereof (other than the Company).
     Highest  Lawful  Rate  shall have the meaning  set  forth  in
Section 15.10.
     Indebtedness means, without duplication,
          (i)   any obligation, including, without limitation, any
     obligation  for  borrowed money (and any  notes  payable  and
     drafts accepted representing extensions of credit whether  or
     not representing obligations for borrowed money), which under
     GAAP  is shown on the balance sheet as a liability (including
     any  obligation  under  a  Capitalized  Lease  but  excluding
     reserves for deferred income taxes and other reserves to  the
     extent  that  such reserves do not constitute an  obligation)
     and reimbursement obligations arising from letters of credit,
          (ii)  indebtedness which is secured by  a  Lien  on,  or
     payable  out  of  the proceeds of production  from,  property
     owned  by NPCI or any Subsidiary thereof, whether or not  the
     indebtedness secured thereby shall have been assumed by  NPCI
     or such Subsidiary,
          (iii)        guarantees,   endorsements   (other    than
     endorsements of negotiable instruments for collection in  the
     ordinary course of business) and other contingent liabilities
     (whether   direct  or  indirect)  in  connection   with   the
     obligations, stock or dividends of any Person,
          (iv)  obligations under any contract providing  for  the
     making  of  loans, advances or capital contributions  to  any
     Person,  or for the purchase of any property from any Person,
     in  each  case  in  order to enable NPCI  or  any  Subsidiary
     thereof  primarily to maintain working capital, net worth  or
     any  other balance sheet condition or to pay debts, dividends
     or expenses of such Person,
          (v)  obligations under any contract for the purchase  of
     materials,  supplies or other property or  services  if  such
     contract (or any related document) requires that payment  for
     such  materials, supplies or other property or services shall
     be  made  regardless  of  whether or  not  delivery  of  such
     materials,  supplies or other property or  services  is  ever
     made or tendered,
          (vi) obligations under any contract to rent or lease (as
     lessee)  any  real or personal property if such contract  (or
     related  document)  provides  that  the  obligation  to  make
     payments  thereunder  is  absolute  and  unconditional  under
     conditions not customarily found in commercial leases then in
     general  use  and  requires  that  the  lessee  purchase   or
     otherwise  acquire material amounts of securities, assets  or
     obligations of the lessor,
          (vii)     obligations under any other contract which, in
     economic effect, is  substantially equivalent to a guarantee;
     all as determined in  accordance  with  GAAP;  provided  that
     Indebtedness shall not include trade accounts payable, accrued
     expenses or income taxes payable, each arising in the ordinary
     course of business.
     Indebtedness to Pro Forma EBITDA Ratio means, as of the  last
day of  any  fiscal quarter,  the ratio of (a) all Indebtedness of
NPCI and its Subsidiaries on such day to (b) Pro Forma EBITDA  for
the period of four consecutive fiscal quarters ending on such day.
     Indemnification  Agreements  shall  mean,  collectively,  the
Lease  Indemnification  Agreement  and  the  Liability  Assumption
Agreement, as those agreements are defined and identified  in  the
Acquisition Agreement.
     Interbank Rate means, for any Interest Period, the  rate  per
annum at which Dollar deposits in immediately available funds  are
offered to the Administrative Agent two Banking Days prior to  the
beginning  of such Interest Period by major banks in the interbank
Eurodollar  market  as at or about 10:00 a.m., Houston  time,  for
delivery on the first day of such Interest Period, for the  number
of  days comprised therein and in an amount equal to the amount of
CBT's Eurodollar Loan for such Interest Period.
     Interbank  Rate  (Reserve Adjusted) means a  rate  per  annum
(rounded  upwards,  if  necessary, to the  nearest  1/100  of  1%)
determined pursuant to the following formula:
         Interbank Rate      =          Interbank Rate
       (Reserve Adjusted)     1.0-Eurocurrency Reserve Percentage
     Interest  Period means, with respect to any Eurodollar  Loan,
the  one  month,  two  month,  three month  or  six  month  period
commencing on the applicable borrowing date or conversion date  of
such  Loan or the last day of the prior Interest Period  for  such
Loan,  as  the  case may be; provided, however, that  no  Interest
Period  shall  extend beyond the Termination Date.  Each  Interest
Period  which would otherwise end on a day which is not a  Banking
Day  shall end on the next succeeding Banking Day unless such next
succeeding  Banking Day is the first Banking  Day  of  a  calendar
month,  in  which case it shall end on the next preceding  Banking
Day.
     Investment means any investment, made in cash or by  delivery
of  any  kind  of  property or asset, in any  Person,  whether  by
acquisition  of shares of stock or similar interest,  Indebtedness
or  other  obligation or security, or by loan, advance or  capital
contribution, or otherwise.
     Joinder  Agreement shall have the meaning set  forth  in  the
Master Guaranty.
     LC  Exposure means, at any time, the sum of (a) the aggregate
undrawn  amount of all outstanding Letters of Credit at such  time
plus   (b)   the  aggregate  amount  of  all  Letter   of   Credit
disbursements that have not yet been reimbursed by or on behalf of
the Company at such time.  The LC Exposure of any Bank at any time
shall be its Percentage of the total LC Exposure at such time.
     Letters of Credit shall have the meaning set forth in Section
4.1.
     Letter of Credit Application shall have the meaning set forth
in Section 4.2.
     Lien means any mortgage, pledge, hypothecation, judgment lien
or  similar legal process, title retention lien, or other lien  or
security interest, including, without limitation, the interest  of
a  vendor  under  any  conditional sale or other  title  retention
agreement  and  the  interest of a lessor  under  any  Capitalized
Lease.
     Loan means either a Revolving Loan and/or Swingline Loan,  as
the case may be.
     Loan Documents means this Agreement, the Notes, any Letter of
Credit  Application, the Master Guaranty, each  Joinder  Agreement
and  any  and  all  agreements  or instruments  now  or  hereafter
executed and delivered by the Company, any Guarantor or any  other
Person  guaranteeing, securing or otherwise supporting payment  or
performance  of  the  Notes,  this Agreement  or  any  other  Loan
Document, as they may be modified or amended from time to time  in
accordance with the terms and provisions thereof.
     Majority  Banks  means,  at  any  time,  those  Banks  having
Revolving  Credit  Exposures and unused  Commitments  representing
more  than  fifty percent (50%) of the sum of the total  Revolving
Credit Exposures and unused Commitments at such time.
     Master  Guaranty  shall mean the Amended and Restated  Master
Guaranty   executed   and  delivered  pursuant   hereto,   to   be
substantially in the form of Exhibit Q, as amended  from  time  to
time.
     Margin  means (a) initially, 1.00% and (b) on and  after  any
date  specified below on which the Margin is to be  adjusted,  the
rate  per  annum  set  forth  in  the  table  below  opposite  the
applicable Indebtedness to Pro Forma EBITDA Ratio:
         Indebtedness
              to
       Pro Forma EBITDA                  Margin

          2.75 < x                        1.50%

          2.50 < x < 2.75                 1.25%

          2.25 < x < 2.50                 1.00%

          1.50 < x < 2.25                  .75%

          x < 1.50                         .50%
The  Margin  shall be adjusted, to the extent applicable,  (i)  45
days  (or,  in the case of the last fiscal quarter of  any  fiscal
year,  90 days) after the end of each fiscal quarter based on  the
Indebtedness to Pro Forma EBITDA Ratio as of the last day of  such
fiscal  quarter; it being understood that if the Company fails  to
deliver  the financial statements required by Section  12.1(a)  or
12.1(b),  as  applicable, by the 45th day (or, if applicable,  the
90th  day)  after any fiscal quarter, the Margin  shall  be  1.50%
until  such financial statements are delivered and (ii)  upon  the
effective  date of any acquisition permitted pursuant  to  Section
12.10(a) based upon the change, if any, in the Indebtedness to Pro
Forma  EBITDA  Ratio  set  forth in the certificate  delivered  in
connection with such acquisition pursuant to Section 12.1(c).
     Money  Market Rate means for any Swingline Loan the per annum
interest  rate  which is quoted by the Swingline Lender  for  such
Swingline Loan at the making thereof.
     Note  Agreements  means  the Note  Agreements  identified  in
Exhibit H.
     Notes  means,  collectively,  the  Revolving  Note  and   the
Swingline Note.
     NPCI means NPC International, Inc.
     Payment  Date means (a) as to any Eurodollar Loan,  the  last
day  of  each Interest Period with  respect thereto and,  if  such
Interest  Period is in excess of three months, the  date  that  is
three  months after the commencement of such Interest Period,  and
(b) as to any Reference Rate Loan and any Swingline Loan, the last
day of each March, June, September and December.
     PBGC  means the Pension Benefit Guaranty Corporation and  any
entity succeeding to any or all of its functions under ERISA.
     Percentage means, with respect to any Bank, the percentage of
the  total Commitments represented by such Bank's Commitment.   If
the  Commitments have terminated or expired, the Percentages shall
be  determined based upon the Commitments most recently in effect,
giving effect to any assignments.
     Permitted  Guaranty Debt means (1) Indebtedness evidenced  by
the  Master  Guaranty, (2) Indebtedness evidenced by any  guaranty
agreement  given by any Guarantor in favor of any  holder  of  any
Indebtedness  listed on Exhibit H, and (3) Indebtedness  evidenced
by  any guaranty agreement given by any Guarantor in favor of  any
holder of any Indebtedness of the Company that may be incurred  by
the Company pursuant to Section 12.8(e).
     Permitted  Liens means the following, provided that  none  of
the  following materially adversely affect the financial condition
or  business operations of NPCI and its Subsidiaries  taken  as  a
whole:
          (1)   Liens  of  taxes,  assessments,  and  governmental
     charges  not  yet  payable,  or not  delinquent  and  payable
     without interest or penalty so long as so payable;
          (2)   Liens of taxes, assessments, governmental  charges
     and  other  Indebtedness, the validity  of  which  are  being
     contested  in  good  faith by appropriate  action  diligently
     pursued,  provided  that such proceeding  shall  suspend  the
     collection of such taxes, assessments, governmental  charges,
     or  other  Indebtedness  and  no  property  of  NPCI  or  any
     Subsidiary thereof would be in any danger of being  forfeited
     during the period of such contest;
          (3)   Liens of employees and laborers for current wages,
     not  yet  due,  incidental to current operations  or  current
     construction,  and Liens of others for current  indebtedness,
     not  yet  due, incidental to current construction,  including
     maintenance,    repair,    and    alteration;     mechanics',
     materialmen's, workmen's, repairmen's or carriers' liens,  or
     other  similar  Liens  arising  in  the  ordinary  course  of
     business, or deposits, Liens, or pledges of personal property
     to obtain the release of any such Liens;
          (4)   oil  and  gas leases, licenses, privileges,  other
     leases, releases of damages, easements, restrictions  on  the
     use  of real property, zoning laws and ordinances, rights-of-
     way,   minor  irregularities  in  title  and  other   similar
     encumbrances  (including the right of vendors to  occupy  and
     use  real  property previously sold to NPCI or any Subsidiary
     thereof  not  immediately required by NPCI or any  Subsidiary
     thereof  for use in its business), not in any case  impairing
     the use by NPCI or any Subsidiary thereof in its business  of
     the property affected thereby;
          (5)   in  the case of easements and right-of-way  grants
     from governmental bodies, the rights of the public;
          (6)   Liens  existing prior to the time  of  acquisition
     upon  any real or personal property acquired by NPCI  or  any
     Subsidiary  thereof through purchase, merger,  consolidation,
     or   otherwise,  whether  or  not  assumed  by  NPCI  or  any
     Subsidiary thereof;
          (7)   Liens  in  connection  with  the  acquisition   of
     property  after  the  date hereof by way  of  purchase  money
     mortgage,   conditional   sale  or  other   title   retention
     agreement,  Capitalized  Lease  or  other  deferred   payment
     contract,  and attaching only to the property being acquired,
     if the Indebtedness secured thereby does not exceed 75% (100%
     in  the case of a Capitalized Lease) of the lesser of cost or
     fair market value of such property at the time of acquisition
     thereof;
          (8)  deposits, Liens, or pledges of personal property or
     of  securities  to secure payments of workers'  compensation,
     unemployment  insurance,  old age pensions  or  other  Social
     Security,  or  to  secure the performance of  bids,  tenders,
     contracts (other than contracts for the payment of money), or
     leases to which NPCI or any Subsidiary thereof is a party, or
     to  secure  public or statutory obligations of  NPCI  or  any
     Subsidiary  thereof,  or deposits of cash  or  United  States
     government  obligations to secure or in lieu of surety,  stay
     or appeal bonds to which NPCI or any Subsidiary thereof is  a
     party, or pledges, Liens, or deposits for similar purposes in
     the ordinary course of business;
          (9)   Liens based on workers' compensation claims  which
     are  not  due and payable, or the validity of which is  being
     contested in good faith; and
          (10) minor discrepancies and encroachments that might be
     disclosed by an accurate survey.
Should  any of the preceding Permitted Liens occur, the Banks  may
reasonably request, as to all the preceding matters referred to in
paragraphs  (1), (2), (3), (7), (8) and (9) above,  that  adequate
reserves  be  set aside and maintained by NPCI or  any  Subsidiary
with respect thereto.
     Person  means an individual, partnership, corporation, trust,
joint  venture,  joint stock company, association,  unincorporated
organization,  government  or  agency  or  political   subdivision
thereof, or other entity.
     Pizza   Hut,   Inc.  means  Pizza  Hut,  Inc.,   a   Delaware
corporation.
     Plan  means  a  "pension plan," as such term  is  defined  in
ERISA, established or maintained by NPCI or any ERISA Affiliate or
as to which NPCI or any ERISA Affiliate contributes or is a member
or otherwise may have any liability.
     Pro Forma EBITDA means EBITDA provided, however, that for the
purpose of calculating Pro Forma EBITDA with respect to any Person
acquired  pursuant to Section 12.10(a) (the "Acquisition Target"),
EBITDA  of  the  Acquisition Target for each full  fiscal  quarter
included  in  the  applicable Computation  Period  prior  to  such
Acquisition  (including the fiscal quarter  during  which  it  was
acquired)  shall be included and adjusted for tangible operational
changes due to field expense differentials, royalty payments to be
made  to Pizza Hut, Inc., contractual rent payments on real estate
and equipment and general and administrative cost differences, all
as  set forth in the most recent certificate delivered pursuant to
Section 12.1(c).
     Reference  Rate  Loan means any Revolving  Loan  which  bears
interest at or by reference to the Alternate Base Rate.
     Reportable Event has the meaning given to such term in ERISA.
     Responsible  Officer means the Chief Operating  Officer,  the
Chief Financial Officer or the Chief Accounting Officer.
     Restricted Indebtedness means Indebtedness of the Company  or
any Guarantor, the payment, prepayment, redemption, repurchase  or
defeasance of which is restricted under Section 12.17.
     Revolving Credit Exposure means, with respect to any Bank  at
any  time,  the  sum of the outstanding principal amount  of  such
Bank's  Revolving Loans and its LC Exposure and Swingline Exposure
at such time.
     Revolving Loan means a Loan made pursuant to Section 2.1.
     Revolving  Note  means  the Revolving  Note  referred  to  in
Section 3.
     Romacorp, Inc. means Romacorp, Inc., a Delaware corporation.
     Sharing  Agreement shall mean the Sharing Agreement  executed
and  delivered  as of May 8, 1997, substantially in  the  form  of
Exhibit R attached hereto, as amended from time to time.
     Subsidiary  means any Person which is directly or  indirectly
controlled  by NPCI or its other Subsidiaries or of  which  or  in
which  NPCI or its other Subsidiaries at any time own directly  or
indirectly  50% or more of (i) the combined voting  power  of  all
classes  of  stock  having  general voting  power  under  ordinary
circumstances  to elect a majority of the board  of  directors  of
such Person, if it is a corporation, (ii) the capital interest  or
profits  interest  of such Person, if it is a  partnership,  joint
venture  or  similar entity, or (iii) the beneficial  interest  of
such Person, if it is a trust, association or other unincorporated
organization.
     Supermajority  Banks means, at any time, those  Banks  having
Revolving Credit Exposures and unused Commitments representing  at
least  sixty-seven percent (67%) of the sum of the total Revolving
Credit Exposures and unused Commitments at such time.
     Swingline   Exposure  means,  at  any  time,  the   aggregate
principal amount of all Swingline Loans outstanding at such  time.
The  Swingline  Exposure of any Bank at  any  time  shall  be  its
Percentage of the total  Swingline Exposure at such time.
     Swingline Lender means CBT.
     Swingline Loan means a Loan made pursuant to Section 5.
     Swingline  Maturity Date means, for any Swingline  Loan,  the
date  that  is one (1) to thirty (30) days from the date  of  such
Loan  as  selected by the Company in the notice of borrowing,  but
not later than the Termination Date.
     Swingline Note means the Note referred to in Section 5(c).
     Synthetic  Purchase Agreement means any swap,  derivative  or
other agreement or combination of agreements pursuant to which the
Company or a Guarantor is or may become obligated to make (i)  any
payment  in connection with a purchase by any third party  from  a
Person  other  than  the  Company or a  Guarantor  of  any  Equity
Interest  or  Restricted Indebtedness or (ii) any  payment  (other
than  on  account  of a permitted purchase by  it  of  any  Equity
Interest  or any Restricted Indebtedness) the amount of  which  is
determined by reference to the price or value at any time  of  any
Equity  Interest  or  Restricted Indebtedness;  provided  that  no
phantom  stock  or  similar plan providing for  payments  only  to
current  or former directors, officers or employees of the Company
or the Guarantor (or to their heirs or estates) shall be deemed to
be a Synthetic Purchase Agreement.
     Termination Date means June 20, 2003, as such date  may  from
time  to time be extended in accordance with Section 2.5, or  such
earlier  date  as may be fixed by the Company on at  least  thirty
(30) Banking Days' written notice to the Administrative Agent  and
the Banks.
     Termination  Event  with respect to any Plan  means  (i)  the
institution  by  NPCI, the PBGC or any other Person  of  steps  to
terminate  such  Plan, (ii) the occurrence of a  Reportable  Event
with   respect  to  such  Plan  which  the  Administrative   Agent
reasonably believes may be a basis for the PBGC to institute steps
to terminate such Plan, or (iii) the withdrawal from such Plan (or
deemed  withdrawal under section 4062(f) of ERISA) by NPCI or  any
ERISA  Affiliate if NPCI or such ERISA Affiliate is a "substantial
employer" within the meaning of section 4063 of ERISA.
     Unmatured  Event  of  Default means any  event  or  condition
which,  with the lapse of time or giving of notice to the  Company
or both, would constitute an Event of Default.
     Value  shall mean, with respect to any asset at any  date  of
determination,  the greater of such asset's book  or  fair  market
value as of the date of determination, with "book value" being the
value  of  such  asset as would appear immediately prior  to  such
determination  on  a  balance sheet of the  owner  of  such  asset
prepared in accordance with GAAP.
     1.2  Other Definitional Provisions.  Unless otherwise defined
or  the  context otherwise requires, all financial and  accounting
terms used herein or in any certificate or other document made  or
delivered  pursuant  hereto shall be defined  in  accordance  with
GAAP.  Unless otherwise defined therein, all terms defined in this
Agreement shall have the defined meanings when used in the Note or
in  any  certificate or other document made or delivered  pursuant
hereto.
     1.3  Interpretation of Agreement.  A Section, an Exhibit or a
Schedule  is,  unless otherwise stated, a reference to  a  section
hereof,  an exhibit hereto or a schedule hereto, as the  case  may
be.  Section  captions used in this Agreement are for  convenience
only,  and  shall  not affect the construction of this  Agreement.
The  words "hereof," "herein," "hereto" and "hereunder" and  words
of similar purport when used in this Agreement shall refer to this
Agreement as a whole and not to any particular provision  of  this
Agreement.
     1.4  Complaince with Financial Restrictions.  Complaince with
each of the financial ratios and restrictions contained in Section
12  shall,  except as otherwise provided herein, be determined  in
accordance with GAAP consistently followed.
     1.5    Accounting  Principles.   All  accounting  terms   not
specifically defined herein shall be construed in accordance  with
GAAP  consistent  with  those applied in the  preparation  of  the
audited  financial statements referred to in Section 12.1  hereof.
All  financial  information delivered to the Administrative  Agent
pursuant  to  Section 12.1 hereof shall be prepared in  accordance
with  GAAP  applied on a basis consistent with those reflected  by
the  initial  financial statements delivered to the Administrative
Agent  pursuant to Section 11.5, except (i) where such  principles
are  inconsistent with the requirements of this Agreement and (ii)
for  those  changes  with which the independent  certified  public
accountants  referred  to  in Section  12.1(a)  hereof  concur  in
rendering unqualified certificates as to financial statements.
2.   COMMITMENTS  OF THE BANKS TO MAKE REVOLVING LOANS;  BORROWING
     PROCEDURES OF REVOLVING LOANS.
     2.1  Commitments.  (a) Subject to the terms and conditions of
this  Agreement, each Bank, severally but not jointly,  agrees  to
make  loans  (collectively the "Revolving Loans" and  individually
each a "Revolving Loan") to the Company from time to time from the
date  hereof  to, but not including, the Termination Date,  in  an
aggregate principal amount that will not result in either or  both
(i)  such  Bank's Revolving Credit Exposure exceeding such  Bank's
Commitment or (ii) the sum of the total Revolving Credit Exposures
exceeding the total Commitments.  Within the foregoing limits  and
subject  to the terms and conditions set forth herein, the Company
may  borrow, prepay and reborrow Revolving Loans.  Each  Revolving
Loan  shall be made as part of a borrowing consisting of Revolving
Loans  made  by  the Banks on a pro-rata basis according  to  each
Bank's  Percentage.  The failure of any Bank to make any Revolving
Loan required to be made by it shall not relieve any other Bank of
its obligationshereunder.
          (b)    The  Company  may  seek  one  or  more  financial
institutions  to  make  a commitment or commitments  of  Revolving
Loans  in  the  aggregate amount of $20,000,000  (the  "Commitment
Increase").   For  purposes of the foregoing,  the  Administrative
Agent may from time to time (i) admit additional Banks under  this
Agreement  (each an "Additional Bank") or (ii) at the  request  of
any   Bank,  increase  the  Commitment  of  such  Bank  (each   an
"Increasing Bank"), provided that (A) any Additional Bank shall be
eligible to be a Bank under this Agreement and admission  of  such
Additional  Bank  as  a party to this Agreement  shall  have  been
consented  to  by  the Administrative Agent and the  Company;  (B)
after   giving  effect  to  the  Commitment  Increase  the   total
Commitments  shall  not exceed $200,000,000;  (C)  the  Commitment
percentages  and  pro rata shares of the Banks shall  be  adjusted
accordingly;  (D) none of the Banks shall have any  obligation  to
increase its Commitment; and (E) neither the Administrative Agent,
the  Company, any Bank or any of their respective Affiliates shall
have any obligation to find or arrange for any Additional Bank.
     2.2   Loan  Options.  Each Revolving Loan shall be  either  a
Reference  Rate  Loan  or a Eurodollar Loan, except  as  otherwise
provided herein.  Any combination of types of Revolving Loans  may
be  outstanding  at  the same time; provided,  however,  that  the
Company may not have more than ten borrowings of Eurodollar  Loans
outstanding at the same time.
     2.3   Borrowing  Procedure  of Revolving  Loans;  Funding  of
Borrowings of Revolving Loans.
          (a)  Subject to the terms of this Agreement, the Company
     shall  give the Administrative Agent (i) at least  three  (3)
     Banking  Days'  prior  notice of each proposed  borrowing  of
     Eurodollar  Loans not later than 10:00 a.m. Houston  time  on
     the  date of such notice, and (ii) at least one Banking Day's
     prior  notice  of each proposed borrowing of  Reference  Rate
     Loans  not later than 10:00 a.m. Houston time on the date  of
     such  notice.   Each  notice shall be by telephone  (promptly
     confirmed  in  writing in the form of Exhibit K  hereto)  and
     shall  specify (i) the type of Loans requested, (ii)  in  the
     case   of  Eurodollar  Loans,  the  initial  Interest  Period
     therefor, (iii) the borrowing date, which shall be a  Banking
     Day and (iv) the amount of Loans requested.  Each such notice
     shall be irrevocable.
          (b)  Each borrowing of Reference Rate Loans shall be  in
     a minimum amount of $100,000 or an integral multiple thereof;
     provided  that a Reference Rate Loan may be in  an  aggregate
     amount  that  is  equal to the entire unused balance  of  the
     Commitments  or that is required to finance the reimbursement
     of a Letter of Credit disbursement as contemplated in Section
     4.4.   Each  borrowing  of Eurodollar Loans  shall  be  in  a
     minimum amount of $500,000 or an integral multiple thereof.
          (c)  Promptly following receipt of a notice of borrowing
     in  accordance  with  this Section, the Administrative  Agent
     shall  advise each Bank thereof.  Not later than 12:30  p.m.,
     Houston  time,  on  the  date of a proposed  borrowing  of  a
     Revolving  Loan,  each Bank shall provide the  Administrative
     Agent  at  its  principal office in Houston with  immediately
     available funds covering such Bank's ratable share  (if  any)
     of  such  borrowing.  The Administrative Agent, on behalf  of
     the  Banks,  will  pay  to  the  Company,  by  crediting  its
     commercial demand deposit account at CBT, the amount of  each
     Revolving  Loan  on  the date designated  in  the  notice  of
     borrowing upon receipt of the documents required in Section 9
     and,   if  applicable,  Section  10,  with  respect  to  such
     Revolving Loan.
          (d)  Unless the Administrative Agent shall have received
     notice  from  a  Bank  prior  to the  proposed  date  of  any
     borrowing  that  such  Bank will not make  available  to  the
     Administrative Agent such Bank's share of such borrowing, the
     Administrative Agent may assume that such Bank has made  such
     share available on such date in accordance with paragraph (c)
     of  this  Section and may, in reliance upon such  assumption,
     make  available  to the Company a corresponding  amount.   In
     such  event, if a Bank has not in fact made its share of  the
     applicable  borrowing available to the Administrative  Agent,
     then  the applicable Bank and the Company severally agree  to
     pay  to  the  Administrative Agent forthwith on  demand  such
     corresponding amount with interest thereon, for each day from
     and  including the date such amount is made available to  the
     Company  to  but  excluding  the  date  of  payment  to   the
     Administrative  Agent, at (i) in the case of such  Bank,  the
     greater  of  the  Federal Funds Effective  Rate  and  a  rate
     determined  by  the Administrative Agent in  accordance  with
     banking  industry rules on interbank compensation or (ii)  in
     the  case  of  the Company, the interest rate  applicable  to
     Reference Rate Loans.  If such Bank pays such amount  to  the
     Administrative Agent, then such amount shall constitute  such
     Bank's Revolving Loan included in such borrowing.
     2.4   Continuation and/or Conversion of Revolving Loans.  The
Company may elect (i) to continue any outstanding Eurodollar  Loan
from  the  current Interest Period of such Revolving Loan  into  a
subsequent  Interest  Period to begin on  the  last  day  of  such
current  Interest  Period,  or (ii)  to  convert  any  outstanding
Reference Rate Loan into a Eurodollar Loan or, on the last day  of
the current Interest Period, to convert one type of Revolving Loan
into  another, in each case by giving at least three  (3)  Banking
Days'  prior telephonic notice not later than 10:00 a.m.,  Houston
time, on the date of such notice (promptly confirmed in writing in
the  form of Exhibit L hereto) to the Administrative Agent  (which
shall  promptly advise each Bank thereof) of such continuation  or
conversion,  specifying the date, amount and the Interest  Period,
if  applicable.  Absent notice of continuation or conversion, each
Eurodollar Loan shall automatically convert into a Reference  Rate
Loan  on  the  last day of the current Interest  Period  for  such
Revolving  Loan,  unless  paid in  full  on  such  last  day.   No
Revolving  Loan shall be converted into a Eurodollar Loan  and  no
Eurodollar  Loan shall be continued less than 30 days  before  the
Termination  Date or at any time that an Event of  Default  or  an
Unmatured Event of Default exists.
     2.5  Extension of the Termination Date.
          (a)   At  least 60 but not more than 90 days before  any
     anniversary  of  the  Effective Date,  the  Company  may,  by
     delivery of a written request to the Administrative Agent  in
     the form of Exhibit B, request that each Bank agree to extend
     the then-scheduled Termination Date by one (1) year.
         (b)   The Administrative Agent shall, upon receipt of any
     such  extension request, promptly notify each  Bank  thereof,
     and request that each Bank promptly advise the Administrative
     Agent of its approval or rejection of such request.
          (c)    Upon  receipt  of  such  notification  from   the
     Administrative Agent, each Bank may, in its sole  discretion,
     agree  to extend for one (1) year, or decline to extend,  the
     Termination  Date,  and each Bank shall, within  30  days  of
     receipt  of  the notice described in clause (b),  notify  the
     Administrative  Agent  of  its approval  or  denial  of  such
     request.   If  any Bank does not so notify the Administrative
     Agent,  such  Bank  shall  be  deemed  to  have  denied  such
     extension request.  The Administrative Agent shall, no  later
     than  30  days following its receipt of any extension request
     from  the  Company, notify the Company as to the Banks  which
     have approved or denied such request.
          (d)   If all of the Banks approve any such request,  the
     Termination Date shall be extended to the date which  is  one
     (1)  year  after  the Termination Date in effect  immediately
     prior  to  such extension.  If fewer than all  of  the  Banks
     approve any such request, the Termination Date shall  not  be
     extended.
3.   NOTE EVIDENCING REVOLVING LOANS.
     3.1   Reference Rate Loans; Eurodollar Loans.  The  Reference
Rate Loans and Eurodollar Loans of all Banks shall be evidenced by
the  Company's promissory note (the "Revolving Note") in the  form
of  Exhibit A-1, with appropriate insertions, which Note shall (i)
be  dated  the Effective Date (or such other date satisfactory  to
the  Administrative Agent), (ii) be made payable to the  order  of
the  Administrative Agent for the account of the Banks ratably  in
accordance  with  their  Percentages,  and  (iii)  mature  on  the
Termination  Date.   In  the event the aggregate  Commitments  are
increased  pursuant  to  Section  2.1(b),  the  Company  and   the
Administrative Agent shall amend and restate the Revolving Note to
evidence  such increased Commitments. The Revolving Note shall  be
an amendment and restatement of the Existing Revolving Note.
     3.2   Evidence of Revolving Loans.  All Revolving Loans  made
by  the  Banks to the Company pursuant to this Agreement  and  all
payments  of  principal shall be evidenced by  the  Administrative
Agent  in  its records or, at its option, on the schedule attached
to  the  Revolving  Note, which records or  schedule(s)  shall  be
rebuttable  presumptive  evidence of the subject  matter  thereof,
provided that the failure of the Administrative Agent to make  any
endorsement or other notation, or any error in doing so, shall not
affect  the  obligations  of the Company hereunder  or  under  the
Revolving Note.
4.   LETTERS OF CREDIT.
     4.1  Issuance, Amendment, Renewal and Extension of Letters of
Credit. Subject to the terms and conditions of this Agreement, the
Commitments  may, in addition to the Revolving Loans provided  for
in  Section 2.1, be utilized, upon the request of the Company, for
the  issuance of letters of credit by CBT for the account  of  the
Company  (such  letters of credit issued by CBT being  hereinafter
collectively  referred  to as the "Letters of  Credit");  provided
that  CBT  shall  have no obligation to issue,  amend,  renew,  or
extend  any such Letter of Credit if, after giving effect to  such
issuance,  amendment,  renewal or extension,  the  aggregate  face
amount  of  all Letters of Credit outstanding at such  time  would
exceed  (i)  together  with the aggregate  outstanding  amount  of
Revolving  Loans and Swingline Loans at such time, the Commitments
at such time, or (ii) $15,000,000.
     4.2    Procedure   for  Issuance,  Amendment,   Renewal   and
Extension.  (a)  In order to effect the issuance of  a  Letter  of
Credit  (or  the amendment, renewal or extension of an outstanding
Letter of Credit), the Company shall deliver to the Administrative
Agent (which delivery may be by facsimile transmission) (i) in the
case  of  a requested issuance of a Letter of Credit, a letter  of
credit  application in substantially the form attached  hereto  as
Exhibit  O  (the "Letter of Credit Application"), or (ii)  in  the
case  of  a  requested  amendment,  renewal  or  extension  of  an
outstanding  Letter of Credit, a notice requesting  the  same,  in
each  case  not  later  than 10:00 a.m.,  Houston  time,  two  (2)
Business  Days prior to the proposed date of issuance,  amendment,
renewal  or  extension of the Letter of Credit.   Each  Letter  of
Credit Application and each such notice shall be duly executed  by
a  Responsible  Officer of the Company, shall be  irrevocable  and
shall (i) specify the day on which such Letter of Credit is to  be
issued,  amended, renewed or extended, as the case may  be  (which
shall  be  a  Business  Day),  and  (ii)  set  forth  calculations
evidencing  availability for the Letter  of  Credit,  as  required
pursuant  to Section 4.1 hereof; provided that, in no event  shall
the  Letter of Credit have an expiry date on or after a date which
occurs (A) more than twelve (12) months after its date of issuance
(or,  in  the case of any renewal or extension thereof, after  its
date  of  renewal or extension) or (B) later than  ten  (10)  days
prior to the Termination Date.
          (b)   Upon  receipt of the Letter of Credit  Application
(or  notice  of amendment, renewal or extension, as the  case  may
be),  and  satisfaction of the applicable terms and conditions  of
this Agreement, and provided that no Unmatured Event of Default or
Event  of  Default exists, or would, after giving  effect  to  the
issuance, amendment, renewal or extension of the Letter of Credit,
exist,  CBT  shall issue such Letter of Credit to the  beneficiary
specified  in  the Letter of Credit Application (or  execute  such
amendment, extension or renewal, as the case may be) no later than
the  close  of  business,  in  Houston,  Texas,  on  the  date  so
specified.  The Administrative Agent shall provide the Company and
each  Bank  with  a copy of the Letter of Credit  which  has  been
issued,  amended, renewed or extended, as the case may  be.   Each
Letter  of  Credit  shall (i) provide for the  payment  of  drafts
presented  for  honor thereunder by the beneficiary in  accordance
with  the terms thereof, when such drafts are accompanied  by  the
documents described in the Letter of Credit, if any, and  (ii)  to
the  extent not inconsistent with the express terms hereof or  the
applicable Letter of Credit Application, be subject to the Uniform
Customs   and  Practice  for  Documentary  Credits,  International
Chamber  of  Commerce  Publication  No.  500  (together  with  any
subsequent  revisions  thereof  approved  by  a  Congress  of  the
International  Chamber  of Commerce and adhered  to  by  CBT,  the
"UCP"),  and  shall, as to matters not governed  by  the  UCP,  be
governed by, and construed and interpreted in accordance with, the
laws of the State of Texas.
     4.3   Purchase of Participations.  Upon the issuance date  of
each Letter of Credit, CBT shall be deemed, without further action
by  any  party hereto, to have sold to each other Bank,  and  each
other  Bank shall be deemed, without further action by  any  party
hereto, to have purchased from CBT, a participation, to the extent
of   such  Bank's  Percentage,  in  the  Letter  of  Credit,   the
obligations thereunder and in the reimbursement obligations of the
Company  due  in  respect of drawings made  under  the  Letter  of
Credit.  Each Bank acknowledges and agrees that its obligation  to
acquire  participations pursuant to this paragraph in  respect  of
Letters of Credit is absolute and unconditional and shall  not  be
affected  by any circumstance whatsoever, including any amendment,
renewal or extension of any Letter of Credit or the occurrence and
continuance of an Unmatured Event of Default or Event  of  Default
or reduction or termination of the Commitments, and that each such
payment  shall be made without any offset, abatement,  withholding
or  reduction  whatsoever.  If requested by CBT, the  other  Banks
will  execute any other documents reasonably requested by  CBT  to
evidence  the purchase of such participations, provided that  such
documents  shall  be  in form and substance satisfactory  to  each
Bank.   Upon  issuance of a Letter of Credit and the  purchase  of
participations hereunder, in respect of clarification,  each  Bank
(including  CBT) hereby agrees that the principal amount  of  each
such  Bank's  interest  in  the reimbursement  obligation  of  the
Company in respect of such Letter of Credit shall be deemed to  be
included  in the principal amount which constitutes the  numerator
in the applicable calculation of such Bank's Percentage hereunder.
     4.4   Presentment  and Honor of Letter of  Credit.  Upon  the
presentment of a draft for honor under any Letter of Credit by the
beneficiary thereof which CBT has determined is in compliance with
the  conditions for payment thereunder, CBT shall promptly  notify
the  Company,  the  Administrative Agent  and  each  Bank  of  the
intended  date  of honor of such draft and subject  to  Section  3
hereof,  the  amount due and owing in respect of such draft  shall
automatically and without any action by the Company be immediately
due and payable by the Company and until paid, shall be deemed  to
be  a Reference Rate Loan to the Company as of the date of payment
of  such  draft  by CBT, and each Bank shall, notwithstanding  any
other  provision of this Agreement (including the  occurrence  and
continuance  of  an  Unmatured Event of Default  or  an  Event  of
Default),  make  available  to the Administrative  Agent  for  the
benefit  of CBT an amount equal to its Percentage of the presented
draft  on  the day CBT is required to honor such draft.   If  such
amount  is not in fact made available to the Administrative  Agent
by  such Bank on such date, such amount shall bear interest at the
lesser  of  (i) the Federal Funds Rate or (ii) the Highest  Lawful
Rate, payable on demand by the Administrative Agent.
     4.5   Obligations  of  the Company Absolute.   The  Company's
obligation  to  reimburse CBT for the amount of  any  draft  drawn
under  a  Letter  of  Credit shall be absolute, unconditional  and
irrevocable  and  shall be paid immediately to the  Administrative
Agent   for  the  account  of  the  Banks  upon  demand   by   the
Administrative  Agent, and otherwise strictly in  accordance  with
the  terms  of this Agreement, under all circumstances whatsoever,
including, without limitation, the following circumstances:
          (a)   the  existence of any claim, set-off,  defense  or
     other  rights which the Company may have at any time  against
     any beneficiary or any transferee of any Letter of Credit (or
     any  Person  for  whom  any  such  beneficiary  or  any  such
     transferee may be acting), CBT, any Bank or any other Person,
     whether  in  connection with this Agreement, any  other  Loan
     Document, the transactions contemplated herein or therein  or
     any unrelated transaction;
          (b)  any statement or any other document presented under
     any  Letter  of  Credit proving to be forged,  fraudulent  or
     invalid  in  any  material respect or any  statement  therein
     being untrue or inaccurate in any respect;
          (c)   payment by CBT under any Letter of Credit  against
     presentation of a draft or certificate which does not  comply
     with  the terms of such Letter of Credit, provided that  such
     payment shall not have been the result of gross negligence or
     wilful misconduct of CBT; and
          (d)  any other circumstance or event whatsoever, whether
     or not similar to the foregoing.
     4.6   Liability of CBT.  The Company assumes all risks of the
acts  or  omissions of the beneficiary and any transferee  of each
Letter of Credit with respect to its use of such Letter of  Credit
Neither  CBT,  the  Administrative  Agent, nor  any  Bank shall be
liable or responsible for, and the Company hereby indemnifies  and
holds CBT, the Administrative  Agent and  each  Bank harmless for:
(a) the use which may be made of any Letter  of  Credit or for any
acts or omissions of the beneficiary and  any  transferee  thereof
in   connection  therewith,  or (b) the validity or genuineness of
documents, or  of  any   endorsement(s)  thereon,   even  if  such
documents  should  in  fact prove  to  be in  any  or all respects
invalid,  fraudulent  or  forged,  or  any   other   circumstances
whatsoever in making or failing to make payment, against CBT,  the
Administrative  Agent or  any  Bank, except damages  determined to
to have been caused by gross negligence or willful  misconduct  of
CBT  in determining whether documents  presented  under  a  Letter
of  Credit comply with the terms of  such  Letter  of  Credit  and
here shall have been a wrongful  payment as a result thereof  (for
which only CBT shall be liable or responsible); provided that,  it
is the  intention  of the  Company hereunder to indemnify CBT, the
Administrative  Agent and  each Bank for its own negligence, other
than  negligence  constituting  gross  negligence  or willful mis-
conduct. In furtherance and not in limitation  of  the  foregoing,
CBT may accept documents that appear on their face to be in order,
without responsibility for investigation, regardless of any notice
or information to the contrary.
     4.7   Provisions of Agreement Control.  In the event that any
provision of a Letter of Credit Application is inconsistent, or in
conflict  with,  any  provisions  of  this   Agreement,  including
provisions for the rate of interest applicable to draws thereunder,
delivery of collateral or rights of setoff or any representations,
warranties, covenants or any events of default set forth  therein,
the provisions of this Agreement shall govern.
5.   SWINGLINE LOANS
          (a)   Subject  to  the  terms and conditions  set  forth
herein,  and provided that no Unmatured Event of Default or  Event
of Default exists, or would, after giving effect to such Swingline
Loan,  exist, the Swingline Lender agrees to make Swingline  Loans
to  the Company from time to time from the date hereof to, but not
including, the Termination Date, in an aggregate principal  amount
at any time outstanding that will not result in either or both (i)
the  aggregate  principal  amount of outstanding  Swingline  Loans
exceeding $15,000,000 or (ii) the total Revolving Credit Exposures
exceeding the total Commitments.  Within the foregoing limits  and
subject  to the terms and conditions set forth herein, the Company
may borrow, prepay and reborrow Swingline Loans.
          (b)   To  request  a Swingline Loan, the  Company  shall
notify  the  Administrative  Agent of such  request  by  telephone
(promptly  confirmed in writing in the form of Exhibit K  hereto),
not  later than 10:00 a.m., Houston time, on the day of a proposed
Swingline  Loan.  Each such notice shall be irrevocable and  shall
specify  the requested date (which shall be a Business  Day),  the
amount of the requested Swingline Loan and the requested Swingline
Maturity Date therefor.  Each borrowing of a Swingline Loan  shall
be  in  a  minimum  amount  of $100,000 or  an  integral  multiple
thereof.   The  Administrative  Agent  will  promptly  advise  the
Swingline Lender of any such notice received from the Company. The
Swingline Lender shall promptly provide to the Company a quotation
of  the  interest rate that would be applicable to a borrowing  of
Swingline  Loans in the amount requested and with a Maturity  Date
specified  in the notice of borrowing.  If such interest  rate  is
satisfactory to the Company, the Company shall, not later than the
time specified by the Swingline Lender when providing the interest
rate  quotation, request that such Swingline Loan  be  made.   The
Swingline Lender shall make each Swingline Loan available  to  the
Company by means of a credit to the general deposit account of the
Company with the Swingline Lender by 12:30 p.m., Houston time,  on
the  requested date of such Swingline Loan.  The principal  amount
of each Swingline Loan shall mature and, shall be payable in full,
on its respective Maturity Date.  The Company shall not prepay the
principal  of  any  Swingline  Loan without  the  consent  of  the
Swingline Lender.
          (c)   The  Swingline  Loans shall be  evidenced  by  the
Company's  promissory note (the "Swingline Note") in the  form  of
Exhibit A-2, with appropriate insertions, which Note shall (i)  be
dated  the Effective Date (or such other date satisfactory to  the
Administrative Agent), (ii) be made payable to the  order  of  the
Administrative  Agent for the account of the  Swingline  Bank  and
(iii) mature on the Termination Date.  The Swingline Note shall be
an amendment and restatement of the Existing Swingline Note.
          (d)  The Swingline Lender may by written notice given to
the  Administrative Agent not later than 10:00 a.m., Houston time,
on any Business Day require the Banks to acquire participations on
such  Business  Day  in all or a portion of  the  Swingline  Loans
outstanding if an Event of Default has occurred and is continuing.
Such  notice shall specify the aggregate amount of Swingline Loans
in  which Banks will participate.  Promptly upon receipt  of  such
notice, the Administrative Agent will give notice thereof to  each
Bank,  specifying in such notice such Lender's Percentage of  such
Swingline  Loan  or  Loans.   Each  Bank  hereby  absolutely   and
unconditionally  agrees, immediately upon  receipt  of  notice  as
provided  above,  to  pay  to the Administrative  Agent,  for  the
account of the Swingline Lender, such Lender's Percentage of  such
Swingline  Loan or Loans.  Each Bank acknowledges and agrees  that
its  obligation  to  acquire  participations  in  Swingline  Loans
pursuant to this paragraph is absolute and unconditional and shall
not  be  affected  by any circumstance whatsoever,  including  the
occurrence  and continuance of an Unmatured Event  of  Default  or
Event  of  Default or reduction or termination of the Commitments,
and  that  each  such  payment shall be made without  any  offset,
abatement,  withholding or reduction whatsoever.  Each Bank  shall
comply  with its obligation under this paragraph by wire  transfer
of  immediately available funds, in the same manner as provided in
Section  2.3 with respect to Loans made by such Bank (and  Section
2.3  shall apply, mutatis mutandis, to the payment obligations  of
the Banks), and the Administrative Agent shall promptly pay to the
Swingline  Lender the amounts so received by it  from  the  Banks.
The   Administrative  Agent  shall  notify  the  Company  of   any
participations  in any Swingline Loan acquired  pursuant  to  this
paragraph,  and  thereafter payments in respect of such  Swingline
Loan  shall  be made to the Administrative Agent and  not  to  the
Swingline  Lender.  Any amounts received by the  Swingline  Lender
from  the  Company (or other party on behalf of  the  Company)  in
respect of a Swingline Loan after receipt by the Swingline  Lender
of  the  proceeds  of a sale of participations  therein  shall  be
promptly  remitted to the Administrative Agent; any  such  amounts
received by the Administrative Agent shall be promptly remitted by
the  Administrative Agent to the Banks that shall have made  their
payments  pursuant to this paragraph and to the Swingline  Lender,
as  their interests may appear.  The purchase of participations in
a  Swingline Loan pursuant to this paragraph shall not relieve the
Company of any default in the payment thereof.
6.   INTEREST AND FEES.
     6.1  Interest.
         (a)   Reference Rate Loans.  The unpaid principal of  the
     Reference Rate Loans shall bear interest prior to maturity at
     a  rate  per annum equal to the Alternate Base Rate in effect
     from  time  to  time.   Prior to maturity  interest  on  each
     Reference  Rate  Loan shall be payable on each  Payment  Date
     therefor and on the Termination Date.
          (b)   Eurodollar  Loans.  The unpaid principal  of  each
     Eurodollar  Loan shall bear interest prior to maturity  at  a
     rate per annum equal to the Interbank Rate (Reserve Adjusted)
     in  effect for each Interest Period therefor plus the  Margin
     from  time  to  time in effect.  Interest on each  Eurodollar
     Loan  shall be payable on each Payment Date therefor  and  on
     the Termination Date.
          (c)   Swingline  Loans.  The unpaid  principal  of  each
     Swingline Loan shall bear interest prior to maturity  at  the
     Money Market Rate applicable to such Loan.  Interest on  each
     Swingline Loan shall be payable on the Payment Date  therefor
     and on the Termination Date.
          (d)    Interest  After  Maturity.   Notwithstanding  the
     foregoing, if any principal of or interest on any Loan or any
     fee  or other amount payable by the Company hereunder is  not
     paid when due, whether at stated maturity, by acceleration or
     otherwise, such overdue amount shall bear interest, after  as
     well  as  before judgment, from and including the  date  such
     amount shall have become due to (but not including) the  date
     of  payment thereof in full, at the rate per annum  which  is
     equal  to  the  greater  of (i) 2%  in  excess  of  the  rate
     applicable to the unpaid amount immediately before it  became
     due or (ii) 2% in excess of the Alternate Base Rate from time
     to  time in effect.  Interest after maturity shall be payable
     on demand.
     6.2   Commitment Fee.  The Company agrees to pay to the Banks
ratably  in  accordance with their Percentages, a commitment  fee,
for  the  period commencing on March 31, 2000 and  ending  on  the
earlier  of  (x)  the  Termination  Date  and  (y)  the  date   of
termination  of the Commitments, equal to 0.25% per annum  on  the
daily  average of the unused amount of the Commitments,  provided,
however, Swingline Loans which have not been participated  by  the
Swingline Lender to the Banks are not a use of the Commitments for
purposes of calculating the commitment fee of any Bank other  than
the  Swingline  Lender.   The commitment fee  paid  to  the  Banks
pursuant to this Section 6.2 shall be payable on the last  day  of
each  March,  June, September and December and on the  Termination
Date  or the date of termination of the Commitments, in each  case
for any period then ending for which such commitment fee shall not
have been theretofore paid.
     6.3  Letter of Credit Fees.  The Company agrees to pay to the
Administrative Agent for account of the Banks a letter  of  credit
fee  for the issuance and maintenance of Letters of Credit  in  an
amount  equal to, the greater of (i) $500 and (ii) the face amount
of  such  Letters  of  Credit multiplied by  the  then  applicable
Margin,  payable quarterly in arrears on the last Banking  Day  of
each  March, June, September and December during the term of  this
Agreement and on the Termination Date.
     6.4   Method  of Calculating Interest and Fees.  Interest  on
each  Eurodollar  Loan  (and on any Reference  Rate  Loan  bearing
interest  by  reference  to  the  Federal  Funds  Rate)  and  each
Swingline Loan shall be computed on the basis of a year consisting
of  360  days and paid for actual days elapsed, calculated  as  to
each  Interest Period from and including the first day thereof  to
but  excluding  the last day thereof.  Interest on each  Reference
Rate  Loan  (other than any Reference Rate Loan described  in  the
preceding sentence) shall be calculated on the basis of a 365  day
or  366 day year, as applicable, and paid for actual days elapsed.
The fees payable pursuant to Section 6.2 and 6.3 shall be computed
on  the basis of a year consisting of 360 days and paid for actual
days elapsed.
     6.5   Administrative Agent's Fee.  The Company shall pay  the
Administrative  Agent the fees separately agreed  to  between  the
Company and the Administrative Agent.
7.   PAYMENTS,  PREPAYMENTS,  REDUCTION  OR  TERMINATION  OF   THE
     COMMITMENTS.
     7.1    Repayment   of   Loan.    (a)   The   Company   hereby
unconditionally  promises to pay (i) to the  Administrative  Agent
for  the account of each Bank the then unpaid principal amount  of
each  Revolving Loan on the Termination Date to such Loan and (ii)
to  the Swingline Lender the then unpaid principal amount of  each
Swingline Loan on the applicable Swingline Maturity Date.
          (b)  Unless the Administrative Agent shall have received
notice from the Company prior to the date on which any payment  is
due  to  the Administrative Agent for the account of the Banks  or
the  Issuing  Bank hereunder that the Company will not  make  such
payment, the Administrative Agent may assume that the Company  has
made such payment on such date in accordance herewith and may,  in
reliance  upon  such assumption, distribute on such  date  to  the
Banks or the Issuing Bank, as the case may be, the amount due.  In
such event, if the Company has not in fact made such payment, then
each  of  the  Banks  or the Issuing Bank, as  the  case  may  be,
severally agrees to repay to the Administrative Agent forthwith on
demand the amount so distributed to such Bank or Issuing Bank with
interest  thereon, for each day from and including the  date  such
amount  is distributed to it to but excluding the date of  payment
to  the Administrative Agent, at the greater of the Federal  Funds
Rate  and  a  rate  determined  by  the  Administrative  Agent  in
accordance with banking industry rules on interbank compensation.
          (c)  If any Bank shall fail to make any payment required
to  be  made by it pursuant to Section 2.3(d), 4.3, 4.4,  5(d)  or
7.1(b)  then  the  Administrative Agent  may,  in  its  discretion
(notwithstanding any contrary provision hereof), apply any amounts
thereafter received by the Administrative Agent for the account of
such  Bank to satisfy such Bank's obligations under such  Sections
until all such unsatisfied obligations are fully paid
     7.2   Place  of  Payment.  All payments hereunder  (including
payments with respect to the Notes) shall be made without  set-off
or  counterclaim  and shall be made (i) in the case  of  Revolving
Loans,  to the Administrative Agent, for the account of the  Banks
ratably in accordance with their Percentage of the Commitments, in
immediately available funds prior to 12:30 p.m., Houston time,  on
the  date  due at the Administrative Agent's office at  712  Main,
Houston, Texas  77002, or at such other place as may be designated
by  the Administrative Agent to the Company in writing and (ii) in
the  case of Swingline Loans, except as provided in Section  5(d),
to  the Swingline Lender, in immediately available funds prior  to
12:30  p.m.,  Houston  time,  on the date  due  at  the  Swingline
Lender's  office  at 712 Main, Houston, Texas 77002,  or  at  such
other  place as may be designated by the Swingline Lender  to  the
Company  in writing.  Any payments received after such time  shall
be  deemed  received on the next Banking Day.  The  Administrative
Agent shall promptly remit in immediately available funds to  each
Bank its share of all such payments received by the Administrative
Agent  for the account of such Bank.  Whenever any payment  to  be
made  hereunder or under the Notes shall be stated to be due on  a
date  other  than a Banking Day, such payment may be made  on  the
next succeeding Banking Day (unless, in the case of a payment with
respect to a Eurodollar Loan, such next succeeding Banking Day  is
the  first  Banking Day of a calendar month, in  which  case  such
payment shall be due on the next preceding Banking Day), and  such
extension of time shall be included in the computation of interest
or any fees.
     7.3   Prepayments.  (a) The Company shall have the  right  at
any time and from time to time to prepay any borrowing in whole or
in  part, subject to prior notice in accordance with paragraph (b)
of  this  Section; provided that the Company shall  not  have  the
right  to  prepay any Swingline Loan without the prior consent  of
the Swingline Lender.
          (b)   The Company shall notify the Administrative  Agent
(and, in the case of prepayment of a Swingline Loan, the Swingline
Lender)  by  telephone (confirmed by telecopy) of  any  prepayment
hereunder (i) in the case of prepayment of a Eurodollar borrowing,
not  later  than  10:00 a.m., Houston time,  three  Business  Days
before the date of prepayment, (ii) in the case of prepayment of a
Reference Rate borrowing, not later than 10:00 a.m., Houston time,
one  Business  Day before the date of prepayment or (iii)  in  the
case of prepayment of a Swingline Loan, not later than 11:00 a.m.,
Houston  time, on the date of prepayment.  Each such notice  shall
be  irrevocable  and  shall specify the prepayment  date  and  the
principal  amount  of  each borrowing or  portion  thereof  to  be
prepaid.   Promptly following receipt of any such notice  relating
to  a  Revolving Borrowing, the Administrative Agent shall  advise
the Banks of the contents thereof.  Each partial prepayment of any
borrowing shall be in a minimum amount of $100,000 or an  integral
multiple  thereof.  Each prepayment of a Revolving Loan  borrowing
shall  be applied ratably to the Revolving Loans included  in  the
prepaid  borrowing.  Prepayments shall be accompanied  by  accrued
interest.  Any prepayment of a Eurodollar Loan on a day other than
the  last day of an Interest Period therefore shall be subject  to
Section 8.1.
     7.4   Reduction or Termination of Commitments.   The  Company
may  from time to time, upon at least five (5) Banking Days' prior
written or telephonic notice received by the Administrative  Agent
(which  shall  promptly  advise each  Bank  thereof),  permanently
reduce  the amount of the Commitments (such reduction to  be  made
among  the Banks according to their Percentages) to an amount  not
less than the sum of the principal amount of all outstanding Loans
and  the  outstanding  aggregate face amount  of  the  Letters  of
Credit.   Any  such  reduction shall be in  a  minimum  amount  of
$500,000 or an integral multiple thereof.  The Company may at  any
time on like notice terminate the Commitments upon payment in full
of  the Loans and other liabilities of the Company hereunder.  The
Company  shall promptly confirm any telephonic notice of reduction
or  termination  of  the  Commitments  in  writing.   Each  notice
delivered  pursuant  to  this Section 7.4  shall  be  irrevocable.
Notwithstanding the foregoing, at any time at which  a  Letter  of
Credit has been issued and is outstanding, the Commitments may not
be  reduced  below an amount equal to the aggregate  undrawn  face
amount of such Letters of Credit.
     7.5   Offset.   In addition to and not in limitation  of  all
rights  of  offset that any Bank or other holder of any  Loan  may
have  under applicable law, each Bank or other holder of any  Loan
shall,  upon  the occurrence of any Event of Default described  in
Section  13.1  or  any  Unmatured Event of  Default  described  in
Section  13.1(e), have the right to appropriate and apply  to  the
payment  of  each  Loan any and all balances,  credits,  deposits,
accounts  or  moneys of the Company then or thereafter  with  such
Bank or other holder.
     7.6  Proration of Payments.  If any Bank or other holder of a
Loan   shall  obtain  any  payment  or  other  recovery   (whether
voluntary, involuntary, by application of offset or otherwise)  on
account  of  principal  of or interest on any  Revolving  Loan  or
participations  in  Letter  of Credit disbursements  or  Swingline
Loans  in  excess  of  its pro rata share of  payments  and  other
recoveries  obtained by all Banks or other holders on  account  of
principal of and interest on Revolving Loans or participations  in
Letter  of  Credit disbursements or Swingline Loans then  held  by
them,  such  Bank or other holder shall purchase  from  the  other
Banks  or  holders  such participation in the Revolving  Loans  or
participations  in  Letter  of Credit disbursements  or  Swingline
Loans  held by them as shall be necessary to cause such purchasing
Bank or other holder to share the excess payment or other recovery
ratably with each of them; provided, however, that if all  or  any
portion  of  the  excess payment or other recovery  is  thereafter
recovered  from  such  purchasing holder, the  purchase  shall  be
rescinded  and the purchase price restored to the extent  of  such
recovery, but without interest.  The Company agrees that the  Bank
so  purchasing  a  participation from the other Banks  under  this
Section 7.6 may exercise all its rights of payment, including  the
right  of set-off, with respect to such participation as fully  as
if such Bank were the direct creditor of the Company in the amount
of such participation.
8.   INDEMNIFICATION: EURODOLLAR LOANS
     8.1    Indemnity  for  Funding  Losses.   The  Company   will
indemnify each Bank upon demand against any loss or expense  which
such Bank may sustain or incur, including, without limitation, any
loss or expense sustained or incurred in obtaining, liquidating or
employing  deposits or other funds acquired to effect  funding  or
maintain  a  Loan,  as a consequence of (i)  any  failure  of  the
Company to borrow any Loan on the date specified therefor  in  the
notice of borrowing with respect to such Loan, (ii) any failure of
the  Company  to  make  any payment when due  of  any  amount  due
hereunder or under any Note in connection with any Loan, or  (iii)
any  payment or prepayment of any Eurodollar Loan on a date  other
than  the  last  day of the Interest Period for  such  Loan.   The
Company's foregoing obligations shall survive termination of  this
Agreement.
     8.2   Capital Adequacy.  If any Bank shall determine  at  any
time  after the date hereof that the adoption of any law, rule  or
regulation regarding capital adequacy, or any change therein or in
the  interpretation or administration thereof by any  governmental
authority,  central  bank or comparable agency  charged  with  the
interpretation  or administration thereof, or compliance  by  such
Bank  with  any  request or directive regarding  capital  adequacy
(whether  or not having the force of law) from any such authority,
central bank or comparable agency, has or would have the effect of
reducing  the  rate  of  return  on  such  Bank's  capital  as   a
consequence  of  its obligations hereunder to a level  below  that
which  such Bank could have achieved but for such adoption, change
or compliance (taking into consideration such Bank's policies with
respect to capital adequacy), by an amount deemed by such Bank  to
be  material, then the Company shall pay to such Bank upon  demand
such  amount or amounts, in addition to the amounts payable  under
the  other provisions of this Agreement or under the Note, as will
compensate  such Bank for such reduction.  Determination  by  such
Bank for purposes of this Section 8.2 of the additional amount  or
amounts  required  to  compensate such  Bank  in  respect  of  the
foregoing  shall  be  conclusive in the  absence  of  demonstrable
error.   In determining such amount or amounts, such Bank may  use
any reasonable averaging and attribution methods.
     8.3  Additional Provisions Relating to Eurodollar Loans.
          (a)   Increased  Cost.   If, as a  result  of  any  law,
     regulation, treaty or directive, or any change therein, or in
     the  interpretation or application thereof, or compliance  by
     any Bank with any request or directive (whether or not having
     the  force  of law) from any court or governmental authority,
     agency or instrumentality:
          (i)   the  basis of taxation of payments to any Bank  of
     the  principal of or interest on any Eurodollar  Loan  (other
     than taxes imposed on the overall net income of such Bank  by
     the jurisdiction in which such Bank has its principal office)
     is changed; or
          (ii)  any  reserve, special deposit, special assessment,
     or  similar requirement against assets of, deposits  with  or
     for  the  account  of,  or credit extended  by  any  Bank  is
     imposed, modified or deemed applicable; or
          (iii) any other condition affecting  this  Agreement  or
     the Eurodollar Loans is imposed on any Bank or the  interbank
     eurodollar market;
     and such Bank determines that, by reason thereof, the cost to
     such  Bank  of making or maintaining any Eurodollar  Loan  is
     increased, or the amount of any sum receivable by  such  Bank
     hereunder in respect of any Eurodollar Loan is reduced;
     then,  the Company shall pay to such Bank upon demand  (which
     demand shall be accompanied by a statement setting forth  the
     basis for the calculation thereof but only to the extent  not
     theretofore  provided to the Company) such additional  amount
     or  amounts  as will compensate such Bank for such additional
     cost   or  reduction  (provided  such  amount  has  not  been
     compensated  for  in  the  calculation  of  the  Eurocurrency
     Reserve   Percentage).   Determinations  by  such  Bank   for
     purposes  of this section of the additional amounts  required
     to  compensate such Bank in respect of the foregoing shall be
     conclusive,  absent demonstrable error.   The  provisions  of
     this  Section  8.3(a) shall only be applicable to  Eurodollar
     Loans  which are outstanding on or after the date  such  Bank
     has  notified  the Company that an event has  occurred  which
     will  result in the imposition of a liability on the  Company
     under  this  Section 8.3 (a) , it being understood  that  the
     Company  may prepay any such Loan without any prepayment  fee
     or penalty (except as provided in Section 8.1).
        (b)   Eurodollar  Deposits Unavailable or  Interest  Rate
     Unascertainable.   If  the Company has  any  Eurodollar  Loan
     outstanding, or has notified the Administrative Agent of  its
     intention to incur a Eurodollar Loan as provided herein, then
     in the event that prior to any Interest Period any Bank shall
     have determined (which determination shall be conclusive  and
     binding on the parties hereto) that deposits of the necessary
     amount for the relevant Interest Period are not available  to
     such  Bank  in the interbank Eurodollar market  or  that,  by
     reason  of circumstances affecting such market, adequate  and
     reasonable means do not exist for ascertaining the  Interbank
     Rate  applicable  to such Interest Period,  such  Bank  shall
     promptly  give notice of such determination to  the  Company,
     the  Administrative Agent and the other Banks,  and  (i)  any
     notice  of  new  Eurodollar Loans  previously  given  by  the
     Company and not yet borrowed shall be deemed a notice to make
     Reference  Rate Loans and (ii) the Company shall be obligated
     either  to  prepay  or to convert any outstanding  Eurodollar
     Loans  to  Reference Rate Loans on the last day of  the  then
     current Interest Period with respect thereto, subject to  the
     provisions of Section 8.1.
          (c)  Changes in Law Rendering Eurodollar Loans Unlawful.
     If  at any time due to any new law, treaty or regulation,  or
     any  interpretation  thereof by  any  governmental  or  other
     regulatory authority charged with the administration thereof,
     or  for  any  other  reason arising subsequent  to  the  date
     hereof,  it  shall become unlawful for any Bank to  fund  any
     Eurodollar Loan which it is committed to make hereunder,  the
     obligation of such Bank to provide such Loan shall, upon  the
     happening  of  such  event, forthwith be  suspended  for  the
     duration  of such illegality.  If any such change shall  make
     it  unlawful  for  such Bank to continue any Eurodollar  Loan
     previously  made by it hereunder, such Bank shall,  upon  the
     happening   of   such   event,  notify   the   Company,   the
     Administrative Agent and the other Banks thereof  in  writing
     stating  the reasons therefor, and the Company shall  on  the
     earlier  of  (i)  the last day of the then  current  Interest
     Period  for such Eurodollar Loan or (ii) if required by  such
     law,  regulation or interpretation, on such date as shall  be
     specified in such notice, either convert such unlawful  Loans
     to  Reference Rate Loans or prepay all such Eurodollar  Loans
     without  any penalty (except as provided in Section 8.1),  to
     such Bank in full.
          (d)   Discretion  of any Bank as to Manner  of  Funding.
     Subject  to the provisions of Section 8.3(e), any Bank  shall
     be  entitled to fund and maintain its funding of all  or  any
     part  of  its  Eurodollar Loans in any manner it  elects,  it
     being  understood,  however, that for the  purposes  of  this
     Agreement  all determinations hereunder shall be made  as  if
     such  Bank had actually funded and maintained each Eurodollar
     Loan  through  the  purchase of deposits  having  a  maturity
     corresponding  to  the maturity of such Eurodollar  Loan  and
     being an interest rate equal to the Interbank Rate.  Any Bank
     may,  if  it  so  elects,  fulfill  any  commitment  to  make
     Eurodollar Loans by causing a foreign branch or affiliate  to
     make  or  continue such Eurodollar Loans, provided,  however,
     that  in  such  event  such Loans shall  be  deemed  for  the
     purposes  of this Agreement to have been made by  such  Bank,
     and  the obligation of the Company to repay such Loans  shall
     nevertheless be to such Bank and shall be deemed held by such
     Bank,  to the extent of such Loans, for the account  of  such
     branch or affiliate.
          (e)   Mitigation  of  Circumstances.   Each  Bank  shall
     promptly  notify the Company and the Administrative Agent  of
     any event of which it has knowledge which will result in, and
     will  use reasonable commercial efforts available to it  (and
     not,   in   such   Bank's  good  faith  judgment,   otherwise
     disadvantageous to such Bank) to mitigate or avoid,  (i)  any
     obligation  by  the  Company to pay any  amount  pursuant  to
     Section 8.3(a) or (ii) the occurrence of any circumstances of
     the nature described in Section 8.3(b) or 8.3(c) (and, if any
     Bank  has given notice of any such event described in  clause
     (i)  or (ii) above and thereafter such event ceases to exist,
     such  Bank  shall  promptly so notify  the  Company  and  the
     Administrative Agent).  Without limiting the foregoing,  each
     Bank  will  designate  a  different funding  office  if  such
     designation will avoid (or reduce the cost to the Company of)
     any  event  described in clause (i) or (ii) of the  preceding
     sentence  and such designation will not, in such Bank's  sole
     judgment, be otherwise disadvantageous to such Bank.
9.   CONDITIONS PRECEDENT TO ALL LOANS.
     The  obligation  of any Bank to make any Loan  or  issue  any
Letter  of  Credit is subject to the satisfaction of each  of  the
following conditions precedent:
     9.1   Notice.   The Administrative Agent shall have  received
timely notice of such Loan or Letter of Credit in accordance  with
Section 2.3, Section 4.2 or Section 5(b), as the case may be.
     9.2  Default.  Before and after giving effect to such Loan or
Letter  of  Credit,  no  Event of Default or  Unmatured  Event  of
Default shall have occurred and be continuing.
     9.3   Insurance.  There shall have been  no  material change,
or  notice of prospective  material  change  (whether  such notice
is formal or informal) in the nature, extent, scope or cost of the
insurance  policies of NPCI or any Subsidiary  listed on Exhibit E
which change would have a material adverse effect on the financial
condition of NPCI and its Subsidiaries taken as a  whole or  would
significantly adversely affect the ability of the Company  or  any
Guarantor   to  perform  its  respective  obligations  under  this
Agreement or under the Note or any other Loan Document to which it
is a party.
     9.4  Warranties.  Before and after giving effect to such Loan
or  Letter of Credit, the warranties in Section 11 (other than the
warranty  in  the  last sentence of Section 11.5  and  in  Section
11.10)  shall be true and correct as though made on  the  date  of
such  Loan  or  Letter of Credit, except for such changes  as  are
specifically permitted hereunder.
     9.5   Certification.   Each request  for  a  Loan  (including
without limitation each Swingline Loan) or Letter of Credit  shall
be  deemed to be a certification that the conditions precedent set
out in Sections 9.2, 9.3 and 9.4 have been satisfied.
10.  CONDITIONS PRECEDENT TO EFFECTIVE DATE AND INITIAL  LOAN  AND
     LETTER OF CREDIT THEREON OR THEREAFTER.
     The  occurrence of the Effective Date and the  obligation  of
the Banks to make the initial Loan and of CBT to issue the initial
Letter  of  Credit  hereunder on or after the  Effective  Date  is
subject  to  the  satisfaction  of the  conditions  precedent,  in
addition  to  the  applicable conditions precedent  set  forth  in
Section  9  above,  that the Company shall have delivered  to  the
Administrative Agent all of the following, each (i) duly  executed
and  dated  the  Effective  Date  or  such  earlier  date  as   is
satisfactory  to  the  Administrative  Agent,  (ii)  in  form  and
substance satisfactory to the Administrative Agent, and  (iii)  in
sufficient number of signed counterparts to provide one  for  each
Bank  (except for the Notes, of which only the originals shall  be
signed).
     10.1  Notes.  The Revolving Note payable to the order of  the
Administrative  Agent  for the account of  the  Banks  ratably  in
accordance  with their respective Commitments, and  the  Swingline
Note payable to the order of the Swingline Lender.
     10.2  Master  Guaranty.   The  Amended  and  Restated  Master
Guaranty, duly executed by NPCI and each Subsidiary thereof (other
than the Company).
     10.3  Resolutions;  Consents and  Approvals.   A  copy,  duly
certified  by  the  secretary  or an assistant  secretary  of  the
Company  and  each  Guarantor,  of (i)  the  resolutions  of  such
Person's   Board  of  Directors  authorizing  or   ratifying   the
execution, delivery and performance of the Loan Documents to which
it  is a party and its execution, delivery and performance of  the
Sharing  Agreement, (ii) all documents evidencing other  necessary
corporate action with respect to the Loan Documents to which it is
a  party  and  the Sharing Agreement, and (iii) all  approvals  or
consents, if any, with respect to the Loan Documents to  which  it
is a party and the Sharing Agreement.
     10.4  Incumbency.   A  certificate of  the  secretary  or  an
assistant  secretary of the Company and each Guarantor  certifying
the  names of such Person's officers authorized to sign  the  Loan
Documents  to  which  it  is a party and  the  Sharing  Agreement,
together with the true signatures of such officers.
     10.5  Opinion.   An opinion of Stinson, Mag & Fizzell,  P.C.,
counsel  to  the  Company  and  each Guarantor  addressed  to  the
Administrative Agent and the Banks in substantially  the  form  of
Exhibit J.
     10.6  Officer's Certificate.  A certificate of a  Responsible
Officer  certifying  to the Administrative Agent  as  to  a  true,
correct  and  complete  attached copies of  the  Note  Agreements,
together with all amendments thereto.
     10.7  General.   All other documents which are  provided  for
hereunder or which the Banks may reasonably request.
11.  REPRESENATIONS AND WARRANTIES.
     To  induce the Banks to grant the Commitments and to make the
Loans  and  to  induce  CBT to issue the Letters  of  Credit,  the
Company represents and warrants that:
     11.1 Existence.  The Company and each corporate Guarantor are
corporations duly organized, validly existing and in good standing
under  the  laws  of the states of their respective incorporation.
All  of the other Guarantors, if any, are entities duly organized,
validly  existing  and  in good standing under  the  laws  of  the
jurisdictions of their respective organization.  The  Company  and
all  of the Guarantors are in good standing and are duly qualified
to do business in each state where, because of the nature of their
respective   activities  or  properties,  such  qualification   is
necessary.
     11.2  Authorization.  The Company and each Guarantor is  duly
authorized to execute and deliver the Loan Documents to  which  it
is  a  party  and  is and will continue to be duly  authorized  to
perform  its  respective obligations under the Loan  Documents  to
which it is a party.  The Company is and will continue to be  duly
authorized  to  borrow monies hereunder.  The execution,  delivery
and  performance  by  the  Company  and  each  Guarantor  and  the
borrowings  hereunder do not and will not require any  consent  or
approval of, registration or filing with, or any other action  by,
any governmental agency or authority.
     11.3  No  Conflicts.  The execution, delivery and performance
by  the Company and each Guarantor of the Loan Documents to  which
it is a party (a) do not and will not conflict with or violate (i)
any  provision of law applicable to such Person, (ii) the  charter
or by-laws or other organizational documents of such Person, (iii)
any  agreement binding upon such Person, or give rise to  a  right
thereunder  to require any payment to be made by any such  Person,
or  (iv) any court or administrative order or decree applicable to
such Person and (b) do not and will not require, or result in, the
creation or imposition of any Lien on any asset of NPCI or any  of
its Subsidiaries.
     11.4  Validity  and Binding Effect.  When duly  executed  and
delivered,  the  Loan Documents to which it is a  party  will  be,
legal,  valid  and  binding obligations of  the  Company  and  the
Guarantors,  enforceable against such Person  in  accordance  with
their respective terms, except as enforceability may be limited by
bankruptcy,   insolvency  or  other  similar   laws   of   general
application affecting the enforcement of creditors' rights and  by
general   principles  of  equity  limiting  the  availability   of
equitable remedies.
     11.5   Financial  Statements.   NPCI's  audited  consolidated
financial  statement  as at March 30, 1999  and  NPCI's  Quarterly
Report  on  Form 10-Q dated December 28, 1999 and filed  with  the
Securities  and  Exchange Commission, copies of  which  have  been
furnished  by  NPCI  to the Administrative Agent,  and  which  the
Administrative  Agent  has  furnished  to  each  Bank,  have  been
prepared   in   conformity  with  generally  accepted   accounting
principles  applied  on  a  basis  consistent  with  that  of  the
preceding  fiscal year end period and present fairly the financial
condition  of NPCI and its Subsidiaries as at such dates  and  the
results  of  their operations for the periods then ended,  subject
(in the case of the interim financial statement) to year-end audit
adjustments.  Since December 28, 1999 there has been  no  material
adverse  change  in the financial condition, assets,  liabilities,
business  operations,  management or prospects  of  NPCI  and  its
Subsidiaries taken as a whole.
     11.6   Litigations.    No  claims,  litigation,   arbitration
proceedings or governmental proceedings are pending or  threatened
against or are affecting the Company or any of the Guarantors, (i)
the  results  of which might materially and adversely  affect  the
financial  condition,  assets, liabilities,  business  operations,
management  or  prospects of the Company, or the Company  and  the
Guarantors  taken as a whole, or (ii) that involve this Agreement,
except  those  referred to in a schedule furnished  to  each  Bank
contemporaneously herewith and attached hereto as Exhibit C. Other
than  any  liability  incident  to  such  claims,  litigation   or
proceedings  or  provided  for  or  disclosed  in  the   financial
statements  referred to in Section 11.5, neither the  Company  nor
any  of  the Guarantors has any contingent liabilities  which  are
material  to  the  Company, or to the Company and  the  Guarantors
taken as a whole.
     11.7 Taxes.  Each of the Company and the Guarantors has filed
all  tax returns, to the best of its knowledge, which are required
to  have been filed and has paid, or made adequate provisions  for
the   payment  of  all  material  taxes,  assessments  and   other
governmental charges or levies imposed upon it, its income or  any
of its properties, franchises or assets which are due and payable,
except  such taxes, assessments and other governmental charges  or
levies,  if  any,  as are being contested in  good  faith  and  by
appropriate  proceedings and as to which such  reserves  or  other
appropriate  provisions  as  may be required  by  GAAP  have  been
maintained.
     11.8 Liens.  None of the assets of the Company or any of  the
Guarantors  is  subject  to  any Lien, except  for  (a)  Permitted
Liens, (b) Liens disclosed in the financial statements referred to
in Section 11.5; and (c) Liens listed on Exhibit D.
     11.9  No  Default.   Neither  the  Company  nor  any  of  the
Guarantors  is  in  default under any agreement or  instrument  to
which the Company or any Guarantors is a party or by which any  of
their  respective properties or assets is bound or affected, which
default  might  materially  and  adversely  affect  the  financial
condition, assets, liabilities, business operations, management or
prospects of the Company, or the Company and the Guarantors  taken
as a whole.  No Event of Default or Unmatured Event of Default has
occurred and is continuing.
     11.10      Insurance.   The  schedule  that  summarizes   the
property and casualty insurance program carried by the Company and
the  Guarantors  (Exhibit  E  attached  hereto)  is  complete  and
accurate  in  all  material aspects.  This  summary  includes  the
insurer's(s')  name(s),  policy  numbers(s),  expiration  date(s),
amount(s) of coverage, type(s) of coverage, the annual premium(s),
exclusions, deductibles and self-insured retention, and  describes
any  other  self-insurance or risk assumption  agreed  to  by  the
Company  or  any  Guarantors or imposed upon the  Company  or  any
Guarantors by any such insurer.
     11.11      Subsidiaries.  NPCI has no Subsidiaries except  as
listed  on  Exhibit F (as updated from time to  time  pursuant  to
Section 12.1(f)).  NPCI and its Subsidiaries own the percentage of
its Subsidiaries as set forth on Exhibit F.
     11.12       Partnerships.   Neither  NPCI  nor  any  of   its
Subsidiaries is a partner or joint venturer in any partnership  or
joint  venture  other  than the partnerships  and  joint  ventures
listed  on  Exhibit G (as updated from time to  time  pursuant  to
Section 12.1(f)).
     11.13      Regulation U.  (i) Neither NPCI nor any Subsidiary
thereof is engaged in the business of purchasing or selling margin
stock (as defined in Regulation U of the Board of Governors of the
Federal  Reserve  System) or extending credit to  others  for  the
purpose  of purchasing or carrying margin stock, (ii) no  part  of
the  proceeds  of  any  Loan will be used  to  purchase  or  carry
directly or indirectly any margin stock, and (iii) no Loan will be
used  for  any  purpose  which would violate  any  of  the  margin
regulations of said Board of Governors.
     11.14     Compliance.  The Company and the Guarantors are  in
material  compliance with all statutes and governmental rules  and
regulations applicable to them.
     11.15      Pension Plans.  Each Plan complies in all material
respects  with  all material applicable statutes and  governmental
rules  and  regulations, and (i) no Reportable Event has  occurred
and  is continuing with respect to any Plan, (ii) neither NPCI nor
any  ERISA  Affiliate has withdrawn from any  Plan  or  instituted
steps  to  do  so,  and  (iii) no steps have  been  instituted  to
terminate  any Plan.  No condition exists or event or  transaction
has occurred in connection with any Plan which could result in the
incurrence  by  NPCI  or  any  ERISA  Affiliate  of  any  material
liability, fine or penalty.
     11.16     Properties.  (a)  Each of NPCI and its Subsidiaries
has  good title to, or valid leasehold interests in, all its  real
and  personal property material to its business, except for  minor
defects in title that do not interfere with its ability to conduct
its  business as currently conducted or to utilize such properties
for their intended purposes.
          (b)   Each  of  NPCI and its Subsidiaries  owns,  or  is
licensed  to use, all trademarks, tradenames, copyrights,  patents
and  other intellectual property material to its business, and the
use  thereof  by NPCI and its Subsidiaries does not infringe  upon
the  rights of any other Person, except for any such infringements
that,  individually or in the aggregate, could not  reasonably  be
expected  to result in a material adverse effect on the  financial
condition, assets, liabilities, business operations, management or
prospects of the Company, or the Company and the Guarantors  taken
as a whole.
     11.17 Investment and Holding Company  Status.   Neither  NPCI
nor any of its Subsidiaries  is  (a)  an  "investment  company" as
defined in, or subject to regulation under, the Investment Company
Act  of  1940 or (b) a "holding company" as defined in, or subject
to  regulation  under, the Public Utility Holding Company  Act  of
1935.
     11.18 Disclosure.  The Company has disclosed to the Banks all
agreements, instruments and corporate  or  other  restrictions  to
which  it  or  any  of the Guarantors is subject,  and  all  other
matters known to it, that, individually or in the aggregate, could
reasonably be expected to result in a material adverse  effect  on
the financial condition, assets, liabilities, business operations,
management  or  prospects of the Company, or the Company  and  the
Guarantors  taken  as a whole.  No reports, financial  statements,
certificates or other information furnished by or on behalf of the
Company to the Administrative Agent or any Bank in connection with
the  negotiation  of  this  Agreement or delivered  hereunder  (as
modified  or  supplemented  by  other  information  so  furnished)
contains  any material misstatement of fact or omits to state  any
material  fact  necessary to make the statements therein,  in  the
light  of  the  circumstances under  which  they  were  made,  not
misleading;  provided  that, with respect to  projected  financial
information, the Company represents only that such information was
prepared  in  good  faith based upon assumptions  believed  to  be
reasonable at the time.
12.  COMPANY"S COVENANTS.
     From  the  date  of this Agreement and thereafter  until  the
expiration or termination of the Commitments and until  the  Notes
and  other liabilities of the Company hereunder are paid in  full,
the Company agrees that it will:
     12.1 Financial Statements and Other Information.  Furnish  to
each Bank:
          (a)  within ninety-five (95) days after each fiscal year
     of  NPCI, a copy of the annual audit and Form 10-K report  of
     NPCI  and  its  Subsidiaries prepared on a  consolidated  and
     consolidating basis in conformity with GAAP and  bearing  the
     unqualified  opinion  of  an  independent  certified   public
     accountant of recognized national standing selected  by  NPCI
     whose opinion shall be in scope and substance satisfactory to
     the Banks;
          (b)   within fifty (50) days after each quarter  (except
     the  last  quarter) of each fiscal year of NPCI,  a  copy  of
     NPCI's   Quarterly  Report  on  Form  10-Q  filed  with   the
     Securities  and  Exchange Commission  and  of  the  unaudited
     financial statement of NPCI and its Subsidiaries prepared  in
     the  same manner as the audit report referred to in preceding
     clause  (a)  signed  by NPCI's chairman, president  or  chief
     financial officer and consisting of at least a balance  sheet
     as at the close of such quarter, and statements of income and
     cash  flows  for  such quarter and for the  period  from  the
     beginning of such fiscal year to the close of such quarter;
          (c)  together with the financial statements furnished by
     the  Company  under  preceding clauses (a)  and  (b)  and  in
     connection with any acquisition pursuant to Section 12.10(a),
     a  certificate of a Responsible Officer of the Company in the
     form  attached hereto as Exhibit M, dated the  date  of  such
     annual audit report or such quarterly financial statement  or
     acquisition, as the case may be, to the effect that no  Event
     of  Default or Unmatured Event of Default has occurred and is
     continuing or, if there is any such event, describing it  and
     the  steps, if any, being taken to cure it, and containing  a
     computation  of,  and showing compliance with,  each  of  the
     financial  ratios and restrictions contained in this  Section
     12;
          (d)   copies of each filing and report made by  NPCI  or
     any Subsidiary thereof with or to any securities exchange  or
     the   Securities  and  Exchange  Commission   and   of   each
     communication  from  NPCI  or  any  Subsidiary   thereof   to
     stockholders  generally, promptly upon the filing  or  making
     thereof;
          (e)  promptly from time to time, a written report of any
     change  in the list of the NPCI's Subsidiaries set  forth  on
     Exhibit  F or in the list of partnerships and joint  ventures
     set forth on Exhibit G;
          (f)   promptly  upon  receipt thereof,  a  copy  of  any
     annual,   interim  or  special  audit  made  by   independent
     accountants, any management control letter issued by them  or
     any  other  report  submitted  to  the  Company's  Board   of
     Directors  or  NPCI's Board of Directors by  the  independent
     accountants; and
          (g)  promptly from time to time, such other  information
     as the Banks may reasonably request
     12.2  Books, Records and Inspection.  Maintain and cause each
Guarantor to maintain, complete and accurate books and records  in
which  full and correct entries in conformity with GAAP  shall  be
made  of  all  dealings  and  transactions  in  relation  to   its
respective  business  and  activities;  permit,  and  cause   each
Guarantor to permit, any authorized representative of any  of  the
Banks to visit and inspect any of the properties of the Company or
any  of  the  Guarantors, upon reasonable prior notice and  during
regular  business hours, including any books and records  (and  to
make  extracts therefrom), and to discuss its affairs and finances
as often as the Banks may reasonably request.
     12.3  Conduct of Business.  Maintain and cause each Guarantor
to  maintain its respective existence and use its best efforts  to
maintain  in  full force and effect all franchises (including  but
not  limited  to  all  Pizza  Hut, Inc. franchise  agreements  and
licenses),  licenses, leases, contracts and  other  authority  and
rights  which are material to the Company, or to the  Company  and
the  Guarantors,  taken as a whole, provided  that  the  foregoing
shall  not  prohibit any merger or consolidation  permitted  under
Section 12.10.
     12.4  Taxes.  Pay, and cause each Guarantor to pay, when due,
all  taxes, assessments and other governmental charges  or  levies
imposed  upon it, its income or any of its properties,  franchises
or  assets, unless and only to the extent that the Company or such
Guarantor,  as  the  case  may  be,  is  contesting  such   taxes,
assessments and other governmental charges or levies in good faith
and  by  appropriate proceedings and the Company or such Guarantor
has  set  aside  on  its books such reserves or other  appropriate
provisions therefor as may be required by GAAP.
     12.5 Notices.
          (a)   Event of Default; Pension Plans.  Immediately upon
     learning  of the occurrence of any of the following,  provide
     to  each Bank written notice thereof, describing the same and
     the steps being taken by the Company or the Subsidiary or the
     ERISA  Affiliate  affected  with  respect  thereto:  (i)  the
     occurrence  of an Event of Default or an Unmatured  Event  of
     Default  or  (ii) the occurrence of a Reportable  Event  with
     respect  to  any Plan, the institution of any  steps  by  the
     Company, any ERISA Affiliate, the PBGC or any other Person to
     terminate  any Plan, or the institution of any steps  by  the
     Company or any ERISA Affiliate to withdraw from any Plan with
     respect  to  which it is a "substantial employer" within  the
     meaning of section 4063 of ERISA.
          (b)   Litigation.   Notify each Bank (i)  promptly  upon
     learning  thereof,  of the institution or  existence  of  any
     litigation, arbitration or governmental proceedings which  is
     material to the Company, or to the Company and the Guarantors
     taken  as a whole, and (ii) of any judgment or decree entered
     against  the  Company or any Guarantor within  five  business
     days  after  such  entry  if  the  aggregate  amount  of  all
     judgments  and decrees then outstanding against  the  Company
     and  all the Guarantors exceed $1,500,000 after deducting (A)
     the amount with respect to which the Company or any Guarantor
     is  insured  and  with respect to which the insurer  has  not
     disclaimed  liability,  and (B)  the  amount  for  which  the
     Company  or  any  Guarantor is otherwise indemnified  if  the
     terms of such indemnification are satisfactory to the Banks.
          (c)  Indebtedness.  Notify each Bank of any Indebtedness
     incurred  in  connection with Liens permitted  under  Section
     12.8(c) if the amount thereof exceeds $1,500,000.
     12.6 Pension Plans.  Not permit, and not permit any Guarantor
to  permit,  any condition to exist in connection  with  any  Plan
which   might  constitute  grounds  for  the  PBGC  to   institute
proceedings to have such Plan terminated or a trustee appointed to
administer  such Plan, and not engage in, or permit  to  exist  or
occur, or permit any of the Guarantors to engage in, or permit  to
exist  or  occur,  any other condition, event or transaction  with
respect  to any Plan which could result in the incurrence  by  the
Company  or any of the Guarantors of any material liability,  fine
or penalty.
     12.7  Expenses.   Whether or not any Loan is made  hereunder,
pay  the  Banks upon demand for all reasonable expenses, including
reasonable fees of attorneys for the Administrative Agent and  the
Banks  (who may be employees of the Administrative Agent  and  the
Banks)  and other legal expenses and costs of collection, incurred
by   (i)   the  Administrative  Agent  in  connection   with   the
preparation, negotiation, execution and amendment of, and  waivers
to,  this  Agreement, the Notes and any document  required  to  be
furnished  herewith,  and (ii) the Administrative  Agent  and  the
Banks   in  connection  with  the  enforcement  of  the  Company's
obligations hereunder or under the Notes.  The Company also agrees
to  (x) indemnify and hold the Administrative Agent harmless  from
any  loss  or  expense  which  may arise  or  be  created  by  the
acceptance of telephonic or other instructions for making Loans or
disbursing the proceeds thereof or issuing Letters of Credit,  and
(y)  pay, and save the Administrative Agent and the Banks harmless
from  all  liability for, any stamp or other taxes  which  may  be
payable  with  respect  to  the  execution  or  delivery  of  this
Agreement  or the issuance of the Note or any other instrument  or
document  provided  for herein or delivered  or  to  be  delivered
hereunder  or  in  connection herewith.  The  Company's  foregoing
obligations shall survive any termination of this Agreement.
     12.8  Indebtedness.  Not, and not permit  any  Guarantor  to,
create, assume, incur or permit to exist any Indebtedness, except:
(a)  Indebtedness to the Administrative Agent and the Banks  under
the  terms of the Loan Documents; (b) Indebtedness of the  Company
having  maturities and terms, and which is subordinated to payment
of  the  Notes in a manner, approved in writing by the Banks;  (c)
Indebtedness of the Company or any Guarantor hereafter incurred in
connection  with  the  Liens permitted by  paragraph  (7)  of  the
definition of Permitted Liens; (d) Indebtedness outstanding on the
date hereof and listed on Exhibit H, including, in the case of any
Guarantor,  any  Permitted  Guaranty  Debt  in  respect  of   such
Indebtedness;  (e)  other unsecured Indebtedness  of  the  Company
(including Indebtedness permitted by Section 12.20) and  unsecured
Indebtedness of any Guarantor permitted by Section 12.20, provided
that  such  Indebtedness is incurred when no Event of  Default  or
Unmatured  Event of Default exists or would result  therefrom  and
such   Indebtedness   exists   under   agreements   that   contain
representations,  warranties,  covenants  and  defaults  no   more
burdensome  to the Company or any Guarantor than those  set  forth
herein;  and (f) Indebtedness of the Company to any Guarantor  and
Indebtedness  of  any  Guarantor  to  the  Company  or  any  other
Guarantor  provided  that such Indebtedness is  incurred  when  no
Event  of  Default or Unmatured Event of Default exists  or  would
result therefrom.
     12.9  Liens.   Not, and not permit any Guarantor to,  create,
incur,  assume  or permit to exist any Lien with  respect  to  any
assets now owned or hereafter acquired, except for Permitted Liens
and Liens referred to in Section 11.8.
     12.10     Merger, Purchase and Sale.  Not, and not permit any
Guarantor to, be a party to any merger or consolidation; not,  and
not  permit  any  Guarantor  to, in any  one  fiscal  year,  sell,
transfer, convey, lease or otherwise dispose of assets of NPCI and
its  Subsidiaries which exceed in the aggregate, for NPCI and  its
Subsidiaries taken as a whole, five percent (5%) of the  Value  of
NPCI's  consolidated total assets determined as of the end of  the
immediately  preceding  fiscal  year,  or  purchase  or  otherwise
acquire  all  or  substantially all  the  assets  of  any  Person.
Notwithstanding the foregoing:
         (a)   subject  to  the  next to  last  sentence  of  this
     Section  12.10  and the prior delivery to the  Administrative
     Agent of a certificate in the form of Exhibit M giving effect
     thereto,  the Company or any Subsidiary thereof  may  acquire
     any other franchisee of Pizza Hut, Inc. or Romacorp, Inc.;
         (b)   any wholly-owned Subsidiary of NPCI (other than the
     Company) may merge into NPCI or into or with any other wholly-
     owned Subsidiary of NPCI;
         (c)   any wholly-owned Subsidiary of NPCI (other than the
     Company)  may  be  consolidated with any  other  wholly-owned
     Subsidiary thereof so long as immediately thereafter 100%  of
     the voting stock or other ownership interest of the resulting
     Person is owned by NPCI or another wholly-owned Subsidiary of
     NPCI;
         (d)   any Guarantor may sell, transfer, convey, lease  or
     assign  any  assets to the Company or to any other Guarantor,
     and  the Company may sell, transfer, convey, lease or  assign
     any  assets  to any Guarantor (provided that the Company  may
     not  sell, transfer, convey, lease or assign any franchises);
     and
         (e)    the   Company  may  sell  and  leaseback   up   to
     $40,000,000  annually  in  properties  re-imaged  within  the
     preceding 24 months; provided, however, that the Company  may
     not  at any time reduce the number of properties owned in fee
     simple to less than 100;
provided, in each of the cases described in the preceding clauses,
that  immediately thereafter and after giving effect  thereto,  no
Event of Default or Unmatured Event of Default shall have occurred
and  be continuing.  Neither NPCI nor any Subsidiary shall use  in
excess  of  $50,000,000  of borrowings hereunder  for  any  single
acquisition  of, or Investment in, any Person or  Persons  or  the
assets  of any Person or Persons without the prior written consent
of  the  Majority  Banks.  No other provision  in  this  Agreement
(including,  without limitation, any provision in  this  Agreement
relating   to   restricted  investments   or   transactions   with
affiliates)  shall  prohibit the Company  or  any  Guarantor  from
selling, transferring, conveying, leasing, or assigning any assets
(including,  without limitation, financial assets) to  the  extent
such  sale, transfer, conveyance, lease or assignment is permitted
under Section 12.10(d).
     12.11      Nature  of  Business.   Engage,  and  cause   each
Guarantor to engage, in substantially the same fields of  business
as it is engaged in on the date hereof.
     12.12       Franchse   Rights.   Not   permit   any   change,
termination, or loss of its or any Guarantor's rights  to  operate
as  a  franchisee of Pizza Hut, Inc., which would have a  material
adverse  effect  on the Company, or on NPCI and  its  Subsidiaries
taken as a whole.
     12.13      Net  Worth.   Not permit NPCI's  Consolidated  Net
Worth at any time to be less than the sum of (i) $126,800,000 plus
(ii) an amount equal to fifty percent (50%) of NPCI's Consolidated
Net  Earnings  (without reduction for any deficit in  Consolidated
Net  Earnings for any quarterly fiscal period) for the period from
and   after  March  28,  2000  to  and  including  the   date   of
determination  thereof, computed on a cumulative  basis  for  such
period, minus fifty percent (50%) of the non-cash Facility  Action
Charges  deduction incurred after March 28, 2000.  Such deductions
shall not exceed $3,750,000 on an annual basis.
     12.14     Leverage Ratio.  Not permit the Indebtedness to Pro
Forma EBITDA Ratio as of the last day of any Computation Period to
exceed 3.00 to 1.00.
     12.15     Fixed Charge Coverage.  Not permit the ratio of (a)
Pro Forma EBITDA as of the last day of any Computation Period plus
the  consolidated operating lease rental expense of NPCI  and  its
Subsidiaries  for such Computation Period to (b) the  sum  of  (i)
consolidated  interest expense of NPCI and  its  Subsidiaries  for
such  Computation  Period,  plus (ii) the  consolidated  operating
lease  rental  expense  of  NPCI and  its  Subsidiaries  for  such
Computation Period to be less than 1.50 to 1.00 on the last day of
such Computation Period.
     For  purposes  of this Section 12.15, interest expense  shall
include,   without  limitation,  implicit  interest  expenses   on
Capitalized Leases
     12.16      Insurance.  Maintain, and cause each Guarantor  to
maintain,  insurance to such extent and against such  hazards  and
liabilities  as  is  commonly maintained  by  companies  similarly
situated, and in any event such types and in such amounts and with
financially  sound and reputable insurers of at least the  quality
as  is  described in the certificate furnished pursuant to Section
11.10.   The  Company  agrees to notify each  Bank  prior  to  any
material change in or cancellation of any such insurance.
     12.17      Restricted  Payments.  Not,  and  not  permit  any
Guarantor  to,   make  any  payment on account  of  the  purchase,
redemption,  retirement, acquisition, cancellation or  termination
of  any  Equity  Interests, declare or pay any  dividends  thereon
(other  than  stock  dividends), make any distribution  to  Equity
Interest  holders  as such, or set aside any funds  for  any  such
purpose,  and  not, and not permit any Guarantor to, pay,  prepay,
purchase, defease or redeem any subordinated Indebtedness  of  the
Company or any Guarantor, or enter into or be a party to, or  make
any  payment under, any Synthetic Purchase Agreement, or set aside
any  funds  for any such purpose, unless, before and after  giving
effect  to  such transaction, (i) no Event of Default or Unmatured
Event  of Default has occurred and is continuing and (ii)  in  the
case  of any Synthetic Purchase Agreement, the obligations of  the
Company  and  the  Guarantors thereunder are subordinated  to  the
obligations  of  the  Company and the Guarantors  under  the  Loan
Documents on terms satisfactory to the Banks.
     12.18      Leases.   Not enter into or permit  to  exist,  or
permit  any  Guarantor  to  enter into or  permit  to  exist,  any
arrangements for the leasing by it or any of its Subsidiaries,  as
lessee, of any real or personal property under leases (other  than
Capitalized Leases) if, immediately before and after giving effect
thereto,  an Event of Default or Unmatured Event of Default  shall
exist  or be continuing.  For purposes of determining whether  the
entering into any lease results in a breach of Section 12.15,  the
Company shall make the calculation required under such Section  as
of  the  date  such lease is entered into on assumption  that  the
rental  expense that is expected to be incurred during the twelve-
month  period  following the entering into the lease was  incurred
during  the  twelve-month  period  ending  on  the  date  of  such
calculation.
     12.19      NCPI's  and  Subsidiaries' Stock.   Not,  and  not
permit  any  Guarantor to, (i) purchase or otherwise  acquire  any
Equity Interests of NPCI, or enter into or be a party to, or  make
a  payment  under, any Synthetic Purchase Agreement  with  respect
thereto, or set aside funds for such purpose,  unless, before  and
after  giving effect to such transaction, (A) no Event of  Default
or  Unmatured Event of Default has occurred and is continuing  and
(B)  in  the  case of any such Synthetic Purchase  Agreement,  the
obligations  of  the  Company and the  Guarantors  thereunder  are
subordinated to the obligations of the Company and the  Guarantors
under  the  Loan Documents on terms satisfactory to the Banks,  or
(ii)  take any action, or permit any Guarantor to take any action,
which  will  result  in a decrease in NPCI's or  any  Subsidiaries
ownership   interest   in  any  Subsidiary   (including,   without
limitation, the Company).
     12.20     Guaranties.  Not, and not permit any Guarantor  to,
become  a  guarantor  or  surety of, or  otherwise  become  or  be
responsible  in any manner (whether by agreement to  purchase  any
obligations,  stock, assets, goods or services, or  to  supply  or
advance  any funds, assets, goods or services, or otherwise)  with
respect  to, any undertaking of any other Person, except  for  (i)
the  endorsement,  in  the  ordinary  course  of  collection,   of
instruments  payable to it or its order, (ii) as to  the  Company,
guarantees of obligations which do not exceed $5,000,000.00 in the
aggregate  at  any  one  time and (iii) Permitted  Guaranty  Debt;
provided,  however,  that in addition to the foregoing,  NPCI  may
enter  into  and perform its obligations under the Indemnification
Agreements.
     12.21     Investments.  Not, and not permit any Guarantor to,
purchase, hold, acquire, make or permit to exist any Investment in
any Person, except for:
          (a)   Investments in securities with maturities  of  one
     year  or  less from the date of acquisition issued  or  fully
     guaranteed or insured by the United States of America or  any
     agency thereof;
          (b)   Investments  in commercial paper maturing  in  270
     days  or  less from the date of issuance rated in the highest
     grade by a nationally recognized credit rating agency;
          (c)   Investments  in certificates of  deposit  maturing
     within one year from the date of acquisition issued by a bank
     or  trust  company  organized under the laws  of  the  United
     States  or  any  state  thereof having capital,  surplus  and
     undivided profits aggregating at least $100,000,000;
          (d)   Subject  to  the last sentence of  Section  12.10,
     Investments by NPCI or any Subsidiary thereof in other  Pizza
     Hut, Inc. or Romacorp, Inc. franchisees as long as, before or
     after  giving effect to such Investment, no Event of  Default
     or   Unmatured  Event  of  Default  has  occurred  which   is
     continuing;
          (e)   Investments  outstanding on the  date  hereof  and
     listed on Exhibit I;
          (f)    other   liquid  Investments  (except  Investments
     prohibited under Section 12.10 or 12.20), as selected by  the
     Company  or  any Guarantor, not to exceed $5,000,000  in  the
     aggregate at any one time for the Company and all Guarantors;
     and
          (g)  Investments permitted by Section 12.8(f).
     12.22      Subsidiaries.  Except as permitted  under  Section
12.21(d), not, without the Banks' prior written consent, create or
acquire,  or  permit  any  Guarantor to  create  or  acquire,  any
Subsidiaries  in addition to those existing on the  date  of  this
Agreement.  The Company shall immediately cause each Subsidiary of
NPCI  hereafter  created  or acquired by NPCI  or  any  Subsidiary
thereof to provide to the Administrative Agent for the benefit  of
the  Banks  the  following:   (a) a  Joinder  Agreement,  (b)  all
documents, agreements and other instruments described in  Sections
10.3,  10.4 and 10.5 with respect to such Subsidiary; and (c)  all
information  regarding  the  condition (financial  or  otherwise),
business  and  operations of such Subsidiary as the Administrative
Agent  or  any  Bank may reasonably request.   It  is  agreed  and
understood  that the agreement of the Company under  this  Section
12.22  to  cause  any  Subsidiary  of  NPCI  to  provide  to   the
Administrative  Agent  for the benefit  of  the  Banks  a  Joinder
Agreement  is  a condition precedent to the making  of  the  Loans
pursuant  to this Agreement and that the entry into this Agreement
by  the Banks constitutes good and adequate consideration for  the
provision of such Joinder Agreement.
     12.23      Unconditional Purchase Obligation.  Not,  and  not
permit  any Guarantor to, enter into or be a party to any contract
for the purchase or lease of materials, supplies or other property
or  services if (a) such contract requires that payment be made by
it  regardless  of whether or not delivery is ever  made  of  such
materials,  supplies  or other property or services  and  (b)  the
aggregate amount payable over the full remaining terms of all such
contracts exceeds $1,500,000 in the aggregate for the Company  and
the Guarantors.
     12.24       Other  Agreements.   Not,  and  not  permit   any
Guarantor  to,  enter into any agreement containing any  provision
which  would  be  violated or breached by  the  Company's  or  any
Guarantor's performance of its obligations hereunder or under  any
instrument or document delivered or to be delivered by such Person
hereunder or in connection herewith.
     12.25      Use  of Proceeds. Not permit any proceeds  of  the
Loans  to be used, either directly or indirectly, for the purpose,
whether  immediate,  incidental or  ultimate,  of  "purchasing  or
carrying any margin stock" within the meaning of Regulation  U  of
the  Board of Governors of the Federal Reserve System, as  amended
from  time to time, and furnish to each Bank, upon its request,  a
statement  in conformity with the requirements of Federal  Reserve
Form  U-1  (or  such  other form or forms as may  be  required  by
Regulation U) referred to in Regulation U.
     12.26      Restrictive Agreements.  Neither the Company,  nor
any Guarantor, will, directly or indirectly, enter into, create or
otherwise   allow  to  exist  any  contract  or  other  consensual
prohibition or restriction on the ability of (A) any Guarantor (i)
to  pay dividends or make other distributions or contributions  or
advances   to  the  Company,  (ii)  to  repay  loans   and   other
indebtedness  owing by it to the Company, (iii) to  redeem  equity
interests held by it or by Company, or (iv) to transfer any of its
assets to the Company, or (B) the Company or any Guarantor to make
any  payments  required or permitted under the Loan  Documents  or
otherwise prohibit or restrict compliance by the Company  and  the
Guarantors  thereunder  (unless,  with  respect  to  subparts  (i)
through (iv), such prohibitions or restrictions are not materially
more  burdensome  on  the  Guarantors than  the  prohibitions  and
restrictions contained in this Agreement).
13.  Consolidated Fixed Charge Requirement.
     The  Company  covenants that, on the last day of each  fiscal
quarter,  the  ratio of (a) Consolidated Net Income Available  for
Fixed  Charges to (b) Fixed Charges will be not less than  2.0  to
1.0  for the period consisting of the four (4) consecutive  fiscal
quarters ending on the date of such determination.
     13.1  Complaince with Laws.  The Company will, and will cause
each   of  the  Guarantors  to,  comply  with  all  laws,   rules,
regulations and orders of any governmental authority applicable to
it   or  its  property,  except  where  the  failure  to  do   so,
individually or in the aggregate, could not reasonably be expected
to result in a material adverse effect on the financial condition,
assets,  liabilities, business operations, management or prospects
of  the  Company,  or the Company and the Guarantors  taken  as  a
whole.
     13.2 Transactions with Affiliates.  The Company will not, and
will not permit any of the Guarantors to, sell, lease or otherwise
transfer  any  property  or  assets  to,  or  purchase,  lease  or
otherwise acquire any property or assets from, or otherwise engage
in  any other transactions with, any of its Affiliates, except (a)
in  the  ordinary course of business at prices and  on  terms  and
conditions  not  less favorable to the Company or  such  Guarantor
than  could  be  obtained on an arm's-length basis from  unrelated
third  parties, (b) transactions between or among the Company  and
its  wholly  owned Subsidiaries not involving any other  Affiliate
and (c)  any Restricted Payment permitted by Section 12.17.
14.  EVENTS OF DEFAULT AND REMEDIES.
     14.1   Events  of  Default.   Each  of  the  following  shall
constitute an Event of Default under this Agreement:
          (a)  Non-Payment.  (i) Default in the payment, when due,
     of any principal of either Note or any fee hereunder; or (ii)
     default,  and  the continuance thereof for 10  days,  in  the
     payment,  when  due, of any interest on either  Note  or  any
     other  amount  owing by the Company or any Guarantor  to  the
     Administrative Agent or the Banks pursuant to this  Agreement
     or any other Loan Document.
          (b)   Non-Payment of Other Indebtedness.  Default in the
     payment  when  due,  whether  by  acceleration  or  otherwise
     (subject to any applicable grace period), of any Indebtedness
     of,  or  guaranteed by, the Company or any  Guarantor  (other
     than  the  Indebtedness evidenced by the Notes) in excess  of
     $1,000,000 in the aggregate for NPCI and its Subsidiaries.
          (c)   Acceleration of Other Indebtedness.  Any event  or
     condition  shall occur which (i) results in the  acceleration
     of  the  maturity  of  any Indebtedness  in  excess  (in  the
     aggregate for NPCI and its Subsidiaries) of $1,000,000 of, or
     guaranteed by, the Company or any Guarantor (other  than  the
     Indebtedness  evidenced  by the Notes)  or  (ii)  enables  or
     permits  the holder or holders of such other Indebtedness  or
     any trustee or agent for such holders (any required notice of
     default  having  been given and any applicable  grace  period
     having  expired)  to accelerate the maturity  of  such  other
     Indebtedness,  or  to  require  the  prepayment,  repurchase,
     redemption  or  defeasance thereof, prior  to  its  scheduled
     maturity.
          (d)   Other  Obligations.  Default in the  payment  when
     due,  whether  by  acceleration  or  otherwise,  or  in   the
     performance  or  observance (subject to any applicable  grace
     period) of (i) any material obligation or agreement in excess
     in  the  aggregate  of  $1,000,000  of  the  Company  or  any
     Guarantor  to or with any Bank (other than any obligation  or
     agreement  of  the Company or the Guarantors under  the  Loan
     Documents),  or (ii) any material obligation or agreement  in
     excess  in the aggregate of $1,000,000 of the Company or  any
     Guarantor  to  or with any other Person (other than  (x)  any
     such material obligation or agreement constituting or related
     to Indebtedness, (y) accounts payable arising in the ordinary
     course  of  business,  and  (z) any  material  obligation  or
     agreement  of  any Guarantor to the Company or to  any  other
     Guarantor),  except only to the extent that the existence  of
     any  such default is being contested by the Company  or  such
     Guarantor,  as  the  case  may  be,  in  good  faith  and  by
     appropriate  proceedings and the Company  or  such  Guarantor
     shall  have  set  aside on its books such reserves  or  other
     appropriate provisions therefor as may be required by GAAP.
          (e)   Insolvency.  The Company or any of the  Guarantors
     becomes  insolvent, or generally fails to pay, or  admits  in
     writing  its inability to pay, its debts as they  mature,  or
     applies for, consents to, or acquiesces in the appointment of
     a  trustee,  receiver or other custodian for the  Company  or
     such  Guarantor or a substantial part of the property of  the
     Company or such Guarantor, or makes a general assignment  for
     the  benefit  of  creditors;  or,  in  the  absence  of  such
     application, consent or acquiescence, a trustee, receiver  or
     other  custodian is appointed for the Company or any  of  the
     Guarantors or for a substantial part of the property  of  the
     Company  or  any  of  the Guarantors  and is  not  discharged
     within  30  days;  or  any bankruptcy,  reorganization,  debt
     arrangement  or  other  proceeding under  any  bankruptcy  or
     insolvency law, or any dissolution or liquidation proceeding,
     is  instituted  by  or  against the Company  or  any  of  the
     Guarantors and, if instituted against the Company or  any  of
     the  Guarantors,  is  consented to or acquiesced  in  by  the
     Company or such Guarantor or remains for 30 days undismissed;
     or   any   warrant  of  attachment  is  issued  against   any
     substantial part of the property of the Company or any of the
     Guarantors which is not released within 30 days of service.
          (f)   Pension  Plans.  A Termination Event  occurs  with
     respect  to  any Plan if, at the time such Termination  Event
     occurs, such Plan's then "vested liabilities" (as defined  in
     section  3(25) of ERISA) would exceed the then value of  such
     Plan's assets.
          (g)  Financial Covenants; Agreements.  The Company fails
     to  perform  or  observe any agreement contained  in  Section
     12.8,  12.9, 12.10, 12.13, 12.14, 12.15, 12.16, 12.19, 12.20,
     12.21,  12.22 or 12.27 and such failure shall not be remedied
     within  five (5) days after the chairman, president or  chief
     financial  officer  of the Company or any  Guarantor  obtains
     actual knowledge thereof; or the Company fails to deliver the
     notice required by Section 12.5(a)(i) or fails to perform  or
     observe Section 12.26; or the Company or any Guarantor  fails
     to  perform or observe any other agreement set forth in  this
     Agreement or any other Loan Document to which it is  a  party
     (and  not constituting an Event of Default under any  of  the
     other  subsections of this Section 13.1) and  continuance  of
     such  failure  for  thirty  (30)  days  after  the  chairman,
     president or chief financial officer of the Company  or  such
     Guarantor,  as  the  case  may be, obtains  actual  knowledge
     thereof.
          (h)   Warranty.  Any warranty made by the Company or any
     Guarantor herein or any other Loan Document to which it is  a
     party  is  untrue in any material respect, or  any  schedule,
     statement,  report,  notice,  certificate  or  other  writing
     furnished  by  the Company or any Guarantor to  any  Bank  is
     untrue  in  any material respect on the date as of which  the
     facts  set  forth  therein are stated or  certified,  or  any
     certification  made  or deemed made by  the  Company  or  any
     Guarantor to any Bank is untrue in any material respect on or
     as of the date made or deemed made.
          (i)   Litigation.   There shall be entered  against  the
     Company or any Guarantor one or more judgments or decrees  in
     excess  of  $1,500,000  in  the aggregate  at  any  one  time
     outstanding  for  NPCI  and all its  Subsidiaries,  excluding
     those   judgments  or  decrees  (i)  that  shall  have   been
     outstanding less than 30 calendar days from the entry thereof
     or  (ii)  for  and  to the extent which the  Company  or  any
     Guarantor  is insured and with respect to which  the  insurer
     has  assumed  responsibility in writing or  for  and  to  the
     extent  which  the  Company  or any  Guarantor  is  otherwise
     indemnified   if  the  terms  of  such  indemnification   are
     satisfactory to the Banks.
          (j)   Franchise Agreement.  The Company or any Guarantor
     takes any action or fails to take action which results in the
     loss  of  any  Franchise Agreement, license or  other  permit
     which  would  preclude  the Company  or  any  Guarantor  from
     operating such franchise under the name "Pizza Hut", and such
     loss materially adversely affects the business operations  or
     profitability of the Company or such Guarantor.
          (k)   Pizza  Hut, Inc.  If (a) Pizza Hut,  Inc.  applies
     for,  consents  to,  or acquiesces in the  appointment  of  a
     trustee,  receiver  or  other  custodian  for  itself  or   a
     substantial  part  of  its  property,  or  makes  a   general
     assignment  for the benefit of creditors; or, in the  absence
     of  such  application,  consent or acquiescence,  a  trustee,
     receiver or other custodian is appointed for Pizza Hut,  Inc.
     or  for  a  substantial  part of  its  property  and  is  not
     discharged within 30 days; or any bankruptcy, reorganization,
     debt arrangement or other proceeding under any bankruptcy  or
     insolvency law, or any dissolution or liquidation proceeding,
     is   instituted  by  or  against  Pizza  Hut,  Inc.  and,  if
     instituted  against  Pizza  Hut, Inc.,  is  consented  to  or
     acquiesced  in  by  Pizza Hut, Inc. or remains  for  30  days
     undismissed;  or any warrant of attachment is issued  against
     any substantial part of the property of Pizza Hut, Inc. which
     is not released within 30 days of service; and (b) for the 12-
     month period ending on the last day of the fiscal quarter end
     which  coincides with or immediately precedes the  occurrence
     of  the event described in clause (a), the ratio described in
     Section 12.15 is less than 2.5 to 1.0.
     (l)   Nullity  of  Loan Documents.  Except  pursuant  to  the
express  terms of any Loan Document, any Loan Document  shall,  at
any  time  after  its execution and delivery and for  any  reason,
cease to be in full force and effect or be declared to be null and
void, or the validity or enforceability thereof shall be contested
by NPCI or any Affiliate thereof, or NPCI or any Affiliate thereof
shall deny that it has any or any further liability or obligations
under any Loan Document to which NPCI or any Subsidiary thereof is
a party.
     14.2  Remedies.  If any Event of Default described in Section
13.1  shall  have  occurred and be continuing, the  Administrative
Agent  shall  upon request of the Supermajority Banks  by  written
notice to the Company declare the Commitments to be terminated and
entire unpaid principal amount of  the Notes, all interest accrued
and  unpaid  thereon  and  all other amounts  payable  under  this
Agreement  and  the  Notes to be due and  payable,  whereupon  the
Commitments  shall immediately terminate and such  amounts  shall,
except  as  otherwise  expressly provided in  this  Section  13.2,
become  immediately  due and payable without presentment,  demand,
protest,  declaration  or notice of any kind,  all  of  which  are
hereby  expressly waived by the Company (except that if  an  event
described  in  Section  13.1(e)  occurs,  the  Commitments   shall
immediately  terminate and such amounts shall  become  immediately
due  and payable without presentment, demand, protest, declaration
or notice of any kind, all of which are hereby expressly waived by
the Company).
     14.3  Preservation  of  Security for Unmatured  Reimbursement
Obligations.   In the event that, following the occurrence  of  an
Event  of  Default, any Letters of Credit shall remain outstanding
and  undrawn  upon,  the  Company shall  immediately  pay  to  the
Administrative  Agent  an  amount in immediately  available  funds
equal  to  100% of the then aggregate amount of Letters of  Credit
outstanding, which funds shall be held by the Administrative Agent
in  a  collateral  account to be maintained by the  Administrative
Agent.   Such collateral shall be held for the ratable benefit  of
CBT  as  issuer  of such Letters of Credit and the  Banks  holding
participations therein.  Notwithstanding anything  herein  to  the
contrary,  such  collateral  shall be  applied  solely  to  unpaid
reimbursement obligations arising in respect of any  such  Letters
of  Credit and/or the payment of CBT's obligations under any  such
Letter  of  Credit when such Letter of Credit is drawn upon.   The
Company hereby agrees to execute and deliver to the Administrative
Agent  and  the Banks such security agreements, pledges  or  other
documents  as  the Administrative Agent or any of the  Banks  may,
from  time to time, reasonably require to perfect the pledge, lien
and  security interest in and to any such collateral provided  for
in  this  Section 13.3.  Upon the payment or expiry  of  all  such
outstanding  Letters  of  Credit  all  such  collateral  shall  be
released to the Company in due form at the Company's cost.
     14.4 Remedies Cumulative. No remedy, right or power conferred
upon  the  Administrative Agent or the Banks  is  intended  to  be
exclusive  of any other remedy, right or power given hereunder  or
now or hereafter existing at law, in equity, or otherwise, and all
such remedies, rights and powers shall be cumulative.
15.  RELATIONSHIP AMONG BANKS.
     15.1  Appointment and Grant of Authority.  Each  Bank  hereby
appoints  the  Administrative Agent, and the Administrative  Agent
hereby  agrees  to  act,  as  agent  under  this  Agreement.   The
Administrative Agent shall have and may exercise such powers under
this Agreement as are specifically delegated to the Administrative
Agent by the terms hereof, together with such other powers as  are
reasonably  incidental  thereto.   Each  Bank  hereby  authorizes,
consents   to,   and  directs  the  Company  to  deal   with   the
Administrative Agent as the true and lawful agent of such Bank  to
the extent set forth herein.
     15.2  Non-Reliance on Administrative Agent.  Each Bank agrees
that   it   has,  independently  and  without  reliance   on   the
Administrative  Agent  or  any  other  Bank,  and  based  on  such
documents and information as it has deemed appropriate,  made  its
own  credit analysis of NPCI and its Subsidiaries and decision  to
enter  into  this  Agreement and that it will,  independently  and
without reliance upon the Administrative Agent, and based on  such
documents  and  information as it shall deem  appropriate  at  the
time, continue to make its own analysis and decisions in taking or
not  taking action under this Agreement.  The Administrative Agent
shall  not  be required to keep informed as to the performance  or
observance by the Company of this Agreement or any other  document
referred to or provided for herein or to inspect the properties or
books  of  NPCI or its Subsidiaries.  Except for notices,  reports
and  other  documents  and information expressly  required  to  be
furnished to the Banks by the Administrative Agent hereunder,  the
Administrative Agent shall not have any duty or responsibility  to
provide  any Bank with any credit or other information  concerning
the   affairs,  financial  condition  or  business  of  NPCI,  its
Subsidiaries (or any of its related companies) which may come into
the Administrative Agent's possession.
          Bank  of  America,  N.A.,  as Documentation  Agent,  and
SunTrust,  as  Syndication Agent,  have undertaken  no  duties  or
obligations  as  such  Documentation Agent or  Syndication  Agent,
respectively,  and  shall not be responsible  for  any  duties  or
obligations  as  such Documentation Agent and  Syndication  Agent,
respectively.
     15.3  Responsibility of the Administrative  Agent  and  Other
Matters.
          (a)   The  Administrative Agent shall have no duties  or
     responsibilities  except those expressly set  forth  in  this
     Agreement  and those duties and liabilities shall be  subject
     to  the  limitations and qualifications  set  forth  in  this
     Section 14.  The duties of the Administrative Agent shall  be
     mechanical and administrative in nature.
          (b)   Neither the Administrative Agent nor  any  of  its
     directors,  officers or employees shall  be  liable  for  any
     action taken or omitted (whether or not such action taken  or
     omitted  is  within  or  without the  Administrative  Agent's
     responsibilities  and  duties expressly  set  forth  in  this
     Agreement) under or in connection with this Agreement or  any
     other  instrument or document in connection herewith,  except
     for gross negligence or willful misconduct.  Without limiting
     the  foregoing, neither the Administrative Agent nor  any  of
     its  directors,  officers or employees shall  be  responsible
     for,  or  have  any duty to examine into (i) the genuineness,
     execution, validity, effectiveness, enforceability, value  or
     sufficiency of (a) this Agreement, the Note or the other Loan
     Documents,  or  (b)  any  document  or  instrument  furnished
     pursuant to or in connection with this Agreement, the Note or
     the  other  Loan  Documents, (ii) the collectibility  of  any
     amounts owed by the Company, (iii) any recitals or statements
     or  representations  or warranties in  connection  with  this
     Agreement,  the  Note or the other Loan Documents,  (iv)  any
     failure  of  any  party  to  this Agreement  to  receive  any
     communication sent, or (v) the assets, liabilities, financial
     condition,    results    of    operations,    business     or
     creditworthiness of NPCI and its Subsidiaries.
          (c)   The Administrative Agent shall be entitled to act,
     and   shall   be   fully  protected  in  acting   upon,   any
     communication in whatever form believed by the Administrative
     Agent  in  good faith to be genuine and correct and  to  have
     been signed or sent or made by a proper person or persons  or
     entity.   The  Administrative Agent may consult  counsel  and
     shall be entitled to act, and shall be fully protected in any
     action  taken in good faith, in accordance with advice  given
     by  counsel.  The Administrative Agent may employ agents  and
     attorney-in-fact and shall not be liable for the  default  or
     misconduct  of any such agents or attorneys-in-fact  selected
     by  the  Administrative  Agent  with  reasonable  care.   The
     Administrative  Agent  shall not be  bound  to  ascertain  or
     inquire as to the performance or observance by the Company or
     any  Guarantor of any of the terms, provisions or  conditions
     of this Agreement or the Note or the other Loan Documents.
     15.4  Action on Instructions. The Administrative Agent  shall
be  entitled to act or refrain from acting, and in all cases shall
be fully protected in acting or refraining from acting, under this
Agreement  or  the  Note or any other instrument  or  document  in
connection  herewith or therewith in accordance with  instructions
in  writing from the Majority Banks (or, if required, all Banks or
Supermajority Banks, as the case may be).
     15.5  Indemnification.  To the extent the  Company  does  not
reimburse and save the Administrative Agent harmless according  to
the   terms   hereof  for  and  from  all  costs,   expenses   and
disbursements  in  connection herewith, such costs,  expenses  and
disbursements  shall be borne by the Banks ratably  in  accordance
with  their  Percentages and the Banks hereby agree on such  basis
(i)  to  reimburse the Administrative Agent for  all  such  costs,
expenses  and  disbursements on request and (ii) to indemnify  and
save  harmless the Administrative Agent against and from  any  and
all  losses, obligations, penalties, actions, judgments and  suits
and  other costs, expenses and disbursements of any kind or nature
whatsoever  which  may  be  imposed on, incurred  by  or  asserted
against  the Administrative Agent, other than as a consequence  of
the  gross  negligence or willful misconduct on the  part  of  the
Administrative  Agent, arising out of or in connection  with  this
Agreement,  the Note or the other Loan Documents or any instrument
or document in connection herewith or therewith, or any request of
the  Banks,  including without limitation the costs, expenses  and
disbursements  in  connection with defending  itself  against  any
claim  or  liability, or answering any subpoena,  related  to  the
exercise or performance of any of its powers or duties under  this
Agreement or the taking of any action under or in connection  with
this Agreement, the Note or the other Loan Documents.
     15.6  CBT  and Affiliates.  With respect to CBT's  Commitment
and  any  Loans by CBT under this Agreement and the Notes and  any
interest  of CBT in the Notes, CBT shall have the same rights  and
powers  under this Agreement and such Notes as any other Bank  and
may  exercise  the  same as though it were not the  Administrative
Agent.   CBT  and  its affiliates may accept deposits  from,  lend
money  to,  and generally engage, and continue to engage,  in  any
kind  of  business  with  the Company  as  if  CBT  were  not  the
Administrative Agent.
     15.7 Notice to Holder of Loans.  The Administrative Agent may
deem  and treat the payees of the Notes as the owners thereof  for
all purposes unless a written notice of assignment, negotiation or
transfer  thereof  has  been filed with the Administrative  Agent.
Any  request, authority or consent of any holder of any Loan shall
be  conclusive and binding on any subsequent holder, transferee or
assignee of such Loan.
     15.8   Successor  Administrative Agent.   The  Administrative
Agent  may  resign at any time by giving 30 days'  written  notice
thereof to the Banks.  Upon any such resignation, the Banks  shall
have the right to appoint a successor Administrative Agent.  If no
successor  Administrative Agent shall have been appointed  by  the
Banks  and  accepted  such appointment in connection  herewith  or
therewith within 30 days after the retiring Administrative Agent's
giving  notice  of  resignation, then the retiring  Administrative
Agent  may, but shall not be required to, on behalf of the  Banks,
appoint  a  successor Administrative Agent who has  accepted  such
appointment.   Notwithstanding the foregoing  provisions  of  this
Section  14.8, CBT may at any time resign as Administrative  Agent
if concurrently therewith an affiliate of CBT agrees to assume the
role  of  Administrative  Agent hereunder.   After  any  resigning
Administrative  Agent's resignation hereunder, the  provisions  of
this  Section 14 shall continue to be effective as to  any  action
taken or omitted hereunder or in connection herewith prior to such
resignation.
16.  GENERAL.
     16.1 Waiver and Amendments.  No delay on the part of any Bank
or  the  holder of any Loan in the exercise of any power or  right
shall operate as a waiver thereof, nor shall any single or partial
exercise  of any power or right preclude other or further exercise
thereof or the exercise of any other power or right.  The remedies
provided  for  herein  are cumulative and  not  exclusive  of  any
remedies  which may be available to any Bank at law or in  equity.
No  amendment, modification or waiver of, or consent with  respect
to, any provision of this Agreement or the Notes or any other Loan
Document shall in any event be effective unless the same shall  be
in  writing  and  signed by the Company and  the  Majority  Banks;
provided,   however,  that  in  no  event  shall  any   amendment,
modification or waiver, or consent with respect to, Sections 12.13
through 12.15 and Section 12.27 be effective unless the same shall
be  in  writing  and signed by the Supermajority Banks;  provided,
however,  that  no amendment, waiver or consent shall,  unless  in
writing and signed by all the Banks, do any of the following:  (a)
waive  any  of the conditions specified in Section 9  or  10,  (b)
increase the amounts or extend the terms of the Banks' Commitments
or subject the Banks to any additional obligations, (c) reduce the
principal of, or interest on, the Notes or any fees hereunder, (d)
postpone  any  date  fixed for any payment  of  principal  of,  or
interest on, the Notes or any fees hereunder, or change the amount
due on such date, (e) change the percentage of the Commitments  or
of  the  aggregate unpaid principal amount of the  Notes,  or  the
number of Banks, which shall be required to take action hereunder,
(f)  release  any collateral or any guarantor, if  any,  from  its
obligations;  (g)  change  the definition  of  Majority  Banks  or
Supermajority  Banks; (h) change any provisions of Section  12.26;
or  (i)  change  any  provisions of this Section  15.1;  provided,
further, that no amendment, waiver or consent to Section 14  shall
be  effective  unless  signed by the  Administrative  Agent.   Any
waiver  of  any provision of this Agreement or the  Notes  or  any
other  Loan  Document,  and any consent to any  departure  by  the
Company  or any Guarantor from the terms of any provision of  this
Agreement,  the  Notes  or  any  other  Loan  Document,  shall  be
effective  only  in  the specific instance and  for  the  specific
purpose for which given.
     16.2 Notices.  Except as otherwise expressly provided herein,
any  notice  hereunder between the parties  shall  be  in  writing
(including telegraphic, telex or telecopy communication) and shall
be  given to the Company, the Administrative Agent or any Bank  at
its  address, telex number or telecopier number set forth  on  the
signature  pages hereof or at such other address, telex number  or
telecopier number as the Company, the Administrative Agent or such
Bank  may,  by  written notice, designate as  its  address,  telex
number or telecopier number for purposes of notice hereunder.  All
such notices shall be deemed to be given when transmitted by telex
and  the  appropriate  answerback  is  received,  transmitted   by
telecopier,   delivered  to  the  telegraph   office,   personally
delivered  or, in the case of a mailed notice, three Banking  Days
after  the  date  sent  by registered or certified  mail,  postage
prepaid, in each case addressed as specified in this Section 15.2;
provided, however, that notices to the Administrative Agent  shall
not  be  effective  until actually received by the  Administrative
Agent.
     16.3 Severability; Participations; Assignments.
          (a)   Severability.   Any provision  of  this  Agreement
     which  is  prohibited  or unenforceable in  any  jurisdiction
     shall,  as to such jurisdiction, be ineffective to the extent
     of  such prohibition or unenforceability without invalidating
     the remaining provisions hereof or affecting the validity  or
     enforceability of such provision in any other jurisdiction.
          (b)   Participations.  Any Bank may grant  one  or  more
     participations  in  any Loan or any Letters  of  Credit,  and
     participant  shall  have the rights (and be  subject  to  the
     obligations) of a Bank set forth in Sections 7.5, 7.6, 8  and
     12.7  hereof  as  if such participant were a Bank  hereunder;
     provided, however, that
          (i)   no participation contemplated in this Section 15.3
     shall  relieve the participating Bank from its Commitment  or
     its other obligations hereunder,
          (ii)  such Bank shall remain solely responsible for  the
     performance of its Commitment and such other obligations,
          (iii)     the Company and the Administrative Agent shall
     continue  to  deal  solely and directly  with  such  Bank  in
     connection with such Bank's rights and obligations under this
     Agreement, and
          (iv)  no  participant,  unless such  participant  is  an
     Affiliate  of  such  Bank,  or is itself  a  Bank,  shall  be
     entitled to require such Bank to take or refrain from  taking
     any  action  hereunder, except that such Bank may agree  with
     any  participant  that  such  Bank  will  not,  without  such
     participant's consent, take any actions of the type described
     in clauses (a) through (f) of Section 15.1.
          (c)  Assignments.
          (i)   Subject  to  the  prior  written  consent  of  the
     Company,  such  consent  not to be unreasonably  withheld  or
     delayed (provided that such consent shall not be required  if
     an  Event  of  Default has occurred and is continuing),  each
     Bank  may  assign  to any Person (the "Assignee")  all  or  a
     portion  of  its rights and obligations under this  Agreement
     (including,  without  limitation, all or  a  portion  of  its
     Commitment); provided, however, that (i) each such assignment
     shall be of a constant, and not a varying, percentage of  all
     of  the  assigning Bank's rights and obligations  under  this
     Agreement,  (ii)  the  total  amount  of  the  Commitment  so
     assigned  to an Assignee or to an Assignee and its affiliates
     taken  as  a  whole shall equal or exceed the lesser  of  (A)
     $5,000,000,  or (B) the sum of the remaining Commitment  held
     by  the  assigning  Bank,  (iii) the  parties  to  each  such
     assignment  shall  execute and deliver to the  Administrative
     Agent  for  its  acceptance an Assignment and  Acceptance  in
     substantially  the  form  attached  hereto   as   Exhibit   N
     ("Assignment and Acceptance"), together with a processing and
     recordation fee of $2,000, and (iv) the prior written consent
     of  the  Company shall not be required for any assignment  to
     such   Bank's  Affiliate.   Upon  such  execution,  delivery,
     acceptance  and recording, from and after the effective  date
     specified  in each Assignment and Acceptance, which effective
     date  shall  be  the  date  on  which  such  Assignment   and
     Acceptance is accepted by the Administrative Agent,  (x)  the
     Assignee  thereunder  shall be a party  hereto  and,  to  the
     Assignment and Acceptance, have the rights and obligations of
     a  Bank  under  the Loan Documents and (y) the Bank  assignor
     thereunder  shall be deemed to have relinquished  its  rights
     and  to  be  released  from its obligations  under  the  Loan
     Documents,  to the extent (and only to the extent)  that  its
     rights  and  obligations hereunder have been assigned  by  it
     pursuant to such Assignment and Acceptance (and, in the  case
     of an Assignment and Acceptance covering all or the remaining
     portion  of an assigning Bank's rights and obligations  under
     the  Loan  Documents, such Bank shall cease  to  be  a  party
     thereto).
          (ii)  By  executing  and delivering  an  Assignment  and
     Acceptance,  the  Bank assignor thereunder and  the  Assignee
     thereunder confirm to and agree with each other and the other
     parties hereto as follows: (i) other than as provided in such
     Assignment  and  Acceptance, such  assigning  Bank  makes  no
     representation or warranty and assumes no responsibility with
     respect to any statements, warranties or representations made
     in or in connection with the Loan Documents or the execution,
     legality,  validity, enforceability, genuineness, sufficiency
     or  value  of  the Loan Documents or any other instrument  or
     document furnished pursuant thereto; (ii) such assigning Bank
     makes   no   representation  or  warranty  and   assumes   no
     responsibility with respect to the financial condition of the
     Company or any Guarantor or the performance or observance  by
     the  Company  or  any  Guarantor of any of  their  respective
     obligations under the Loan Documents or any other  instrument
     or  document  furnished pursuant hereto; (iii) such  Assignee
     confirms  that it has received a copy of the Loan  Documents,
     together  with copies of the most recent financial statements
     delivered  pursuant to Section 12.1 and such other  documents
     and  information as it has deemed appropriate to make its own
     credit  analysis  and decision to enter into such  Assignment
     and  Acceptance;  (iv) such Assignee will, independently  and
     without   reliance  upon  the  Administrative   Agent,   such
     assigning  Bank or any other Bank and based on such documents
     and  information as it shall deem appropriate  at  the  time,
     continue  to make its own credit decisions in taking  or  not
     taking   action  under  this  Agreement;  (v)  such  Assignee
     appoints and authorizes the Administrative Agent to take such
     action  as  agent on its behalf and to exercise  such  powers
     under   the   Loan   Documents  as  are  delegated   to   the
     Administrative Agent by the terms thereof, together with such
     powers  as  are reasonably incidental thereto; and (vi)  such
     Assignee agrees that it will perform in accordance with their
     terms  all of the obligations which by the terms of the  Loan
     Documents are required to be performed by it as a Bank.
          (iii)     The Administrative Agent shall maintain at its
     address  referred to on the signature pages hereto a copy  of
     each  Assignment and Acceptance delivered to and accepted  by
     it.
          (iv)  Upon  its receipt of an Assignment and  Acceptance
     executed  by  an  assigning  Bank, the  Administrative  Agent
     shall,  if such Assignment and Acceptance has been completed,
     (i)  accept  such  Assignment and Acceptance  and  (ii)  give
     prompt notice thereof to the Company.
          (v)   Anything  in  this Section 15.3  to  the  contrary
     notwithstanding,  any  Bank may  at  any  time,  without  the
     consent  of any Person, assign and pledge all or any  portion
     of  its  Commitment and the Loans owing to it to any  Federal
     Reserve  Bank  (and  its transferees) as collateral  security
     pursuant to Regulation A and any Operating Circular issued by
     such  Federal Reserve Bank.  No such assignment shall release
     the assigning Bank from its obligations hereunder
     16.4  Indemnification.   The Company hereby  indemnifies  and
holds harmless the Administrative Agent and each Bank and each  of
the  Administrative  Agent's and the Banks'  directors,  counsels,
officers, employees, agents, persons controlling or controlled  by
any  of  them  and  their assigns (collectively  the  "Indemnified
Parties")  from  and against any and all losses, claims,  damages,
costs,  liabilities  and expenses (including, without  limitation,
reasonable  attorneys' fees, disbursements and  any  out-of-pocket
expenses)  to  which  any of the Indemnified  Parties  may  become
subject,  whether  directly or indirectly, that  result  or  arise
from,  or  relate  to, any claim, action, lawsuit,  or  proceeding
related  to  (i)  any  tender offer, merger,  purchase  of  stock,
purchase  of  assets  or  other similar  transaction  financed  or
proposed  to  be  financed  in  whole  or  in  part,  directly  or
indirectly,  with  the proceeds of any of the Loans  or  (ii)  the
execution, delivery, performance or enforcement of this  Agreement
or  any  other  Loan  Document by any of the Indemnified  Parties;
provided, however, that an Indemnified Party shall refund  to  the
Company  any amount received from the Company for losses, damages,
costs  and expenses incurred by such Person but which a  court  of
competent  jurisdiction  has  found  resulted  solely  from   such
Person's  own gross negligence or willful misconduct (individually
and  not  as  a  co-conspirator with the Company or any  affiliate
thereof);  provided  further, that it  is  the  intention  of  the
Company   to   indemnify  the  Indemnified  Parties  against   the
consequences  of their own negligence.  The foregoing  obligations
of the Company shall survive termination of this Agreement.
     16.5  LAW.   THIS AGREEMENT AND THE NOTE SHALL  BE  CONTRACTS
MADE  UNDER  AND  GOVERNED BY THE INTERNAL LAWS OF  THE  STATE  OF
TEXAS.
     16.6  Successors.  This Agreement shall be binding  upon  the
Company,  the  Administrative  Agent  and  the  Banks  and   their
respective successors and assigns, and shall inure to the  benefit
of  the  Company, the Administrative Agent and the Banks  and  the
successors and assigns of the Administrative Agent and the  Banks.
The  Company  shall  not  assign its rights  or  duties  hereunder
without the consent of all Banks.
     16.7  Subsidiary  Reference.   Any  reference  herein  to   a
Subsidiary or Subsidiaries of any Person, and any financial  ratio
or  restriction  or  other provision of this  Agreement  which  is
stated  to be applicable to such Person "and its Subsidiaries"  or
which  is to be determined on a "consolidated" basis, shall  apply
only  to  the extent such Person has any Subsidiaries  and,  where
applicable,   only  to  the  extent  any  such  Subsidiaries   are
consolidated with such Person for financial reporting purposes.
     16.8  ENTIRE  AGREEMENT.  THIS AGREEMENT, TOGETHER  WITH  ALL
OTHER  WRITTEN AGREEMENTS BETWEEN THE PARTIES HERETO, IS THE FINAL
EXPRESS  OF  THE CREDIT AGREEMENT BETWEEN THE PARTIES HERETO,  AND
SUCH  WRITTEN CREDIT AGREEMENT MAY NOT BE CONTRADICTED BY EVIDENCE
OF  ANY  PRIOR ORAL CREDIT AGREEMENT OR OF A CONTEMPORANEOUS  ORAL
CREDIT AGREEMENT BETWEEN THE PARTIES HERETO.
     16.9  Counterparts.  This Agreement may be  executed  in  any
number  of  counterparts and by the different parties on  separate
counterparts  and  each  such  counterpart  shall  be  deemed   an
original, but all such counterparts shall together constitute  but
one and the same Agreement.
     16.10      Interest. All agreements between the Company,  the
Administrative  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 the Notes or otherwise,
shall the amount contracted for, charged, reserved or received  by
the Administrative Agent or any Bank for the use, forbearance,  or
detention  of  the  money  to be loaned under  this  Agreement  or
otherwise  or  for the payment or performance of any  covenant  or
obligation contained herein exceed the Highest Lawful  Rate.   If,
as  a  result of any circumstances whatsoever, fulfillment by  the
Company  of  any  provision hereof or of the Notes,  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 Administrative 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
Administrative  Agent  or  such  Bank,  then,  ipso   facto,   the
obligation to be fulfilled by the Company shall be reduced to  the
limit  of  such validity, and if, from any such circumstance,  the
Administrative  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 Company, or,  to  the
extent  (i)  permitted by applicable law and (ii)  such  excessive
interest does not exceed the unpaid principal balance of the Notes
and  the amounts owing on other obligations of the Company to  the
Administrative  Agent  or any Bank under this  Agreement  and  the
Notes,  applied to the reduction of the principal amount owing  on
account of the Notes or the amounts owing on other obligations  of
the  Company  to the Administrative Agent or any Bank  under  this
Agreement  and the Notes and not to the payment of interest.   All
sums  paid  or agreed to paid to the Administrative Agent  or  any
Bank for the use, forbearance of detention of the indebtedness  of
the Company, to the Administrative 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  Section
15.10 shall control and supersede every other provision hereof and
of  all  other  agreements between the Company, the Administrative
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 Notes or
on  other  amounts,  if  any, due to such Bank  pursuant  to  this
Agreement  or the Notes, under laws applicable to such Bank  which
presently 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  hereunder or under the Notes which constitute  or  are
deemed to constitute interest under applicable law.
     16.11      Agreement  of NPCI and its Subsidiaries.   By  its
execution  and delivery hereof, NPCI agrees to perform, and  cause
each  Subsidiary  of  NPCI to perform, each  obligation  hereunder
which  the  Company has agreed to cause NPCI and such Subsidiaries
to  perform, and further agrees to not take any action  which  the
Company  has  agreed to not permit NPCI or any such Subsidiary  to
take.
                 TEXAS BUSINESS AND COMMERCE CODE
                       SECTION 26.02 NOTICE
     FINAL  AGREEMENT.  THIS WRITTEN AGREEMENT AND THE OTHER  LOAN
DOCUMENTS  REPRESENT THE FINAL AGREEMENT BETWEEN THE  PARTIES  AND
MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS,  OR
SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES.  THERE ARE NO UNWRITTEN
ORAL AGREEMENTS BETWEEN THE PARTIES.
     IN  WITNESS  WHEREOF,  the parties hereto  have  caused  this
Agreement  to  be executed by their respective officers  thereunto
duly authorized as of the date first written above.

                                   NPC MANAGEMENT, INC.



                                   By:    /s/ Troy D. Cook
                                   Name:  Troy D. Cook
                                   Title: Senior V.P.

                                   Address: 720 W. 20th Street
                                            P. O. Box 643
                                            Pittsburgh, KS 66762
                                            Attn: James Schwartz
                                            Fax:  (316) 231-1199

                                   NPC INTERNATIONAL, INC.



                                   By:    /s/ Troy D. Cook
                                   Name:  Troy D. Cook
                                   Title: Senior V.P.

                                   CHASE BANK OF TEXAS,
                                     NATIONAL ASSOCIATION



                                   By:    /s/ John C. Sarvadi
                                   Name:  John C. Sarvadi
                                   Title: Managing Director

                                   U.S. BANK NATIONAL ASSOCIATION



                                   By:    /s/ David A. Draxler
                                   Name:  David A. Draxler
                                   Title: Vice President

                                   FIRST UNION NATIONAL BANK



                                   By:    /s/ Mary J. Amatore
                                   Name:  Mary J. Amatore
                                   Title: Vice President

                                   BANK OF AMERICA, N.A.



                                   By:    /s/ Bruce A. Easterly
                                   Name:  Bruce A. Easterly
                                   Title: Vice President

                                   HARRIS TRUST & SAVINGS BANK



                                   By:    /s/ Mark W. Piekos
                                   Name:  Mark W. Piekos
                                   Title: Vice President

                                   HIBERNIA NATIONAL BANK



                                   By:    /s/ Matt Breaux
                                   Name:  Matt Breaux
                                   Title: Portfolio Manager

                                   FIRSTAR BANK, N.A.



                                   By:    /s/ Michael J. Homeyer
                                   Name:  Michael J. Homeyer
                                   Title: Vice President

                                   SUNTRUST BANK



                                   By:    /s/ Charles J. Johnson
                                   Name:  Charles J. Johnson
                                   Title: Managing Director



                    SECOND AMENDED AND RESTATED

                    REVOLVING CREDIT AGREEMENT

                     DATED AS OF JUNE 20, 2000

                               AMONG

                       NPC MANAGEMENT, INC.,

                           VARIOUS BANKS

                                AND

             CHASE BANK OF TEXAS, NATIONAL ASSOCIATION
                      as Administrative Agent

                                AND

                       BANK OF AMERICA, N.A.
                      as Documentation Agent

                                AND

                           SUNTRUST BANK
                     as Syndication Agreement



                         TABLE OF CONTENTS

                                                              Page
1.     DEFINITIONS, INTERPRETATION OF AGREEMENT AND
       COMPLIANCE WITH FINANCIAL RESTRICTIONS                 1
 1.1   Definitions                                            1
 1.2   Definitions                                            13
 1.3   Interpretation of Agreement                            14
 1.4   Compliance with Financial Restrictions                 14
 1.5   Accounting Principles                                  14

2.     COMMITMENTS OF THE BANKS TO MAKE REVOLVING
       LOANS; BORROWING PROCEDURES OF REVOLVING LOANS         15
 2.1   Commitments                                            15
 2.2   Loan Options                                           15
 2.3   Borrowing Procedure of Revolving Loans; Funding of
       Borrowings Revolving Loans                             15
 2.4   Continuation and/or Conversion of Revolving Loans      16
 2.5   Extension of the Termination Date                      17

3.     NOTE EVIDENCING REVOLVING LOANS                        17
 3.1   Reference Rate Loans; Eurodollar Loans                 17
 3.2   Evidence of Revolving Loans                            18

4.     LETTER OF CREDIT                                       18
 4.1   Issuance, Amendment, Renewal and Extension of
       Letters of Credit                                      18
 4.2   Procedure for Issuance, Amendment, Renewal and
       Extension                                              18
 4.3   Purchase of Participations                             19
 4.4   Presentment and Honor of Letter of Credit              19
 4.5   Obligations of the Company Absolute                    20
 4.6   Liability of CBT                                       20
 4.7   Provisions of Agreement Control                        21

5.     SWINGLINE LOANS                                        21

6.     LETTER OF CREDIT                                       23
 6.1   Interest                                               23
 6.2   Commitment Fee                                         23
 6.3   Letter of Credit Fees                                  23
 6.4   Method of Calculating Interest and Fees                24
 6.5   Administrative Agent's Fee                             24

7.     PAYMENTS, PREPAYMENTS, REDUCTION OR TERMINATION OF
       THE COMMITMENTS                                        24
 7.1   Repayment of Loan                                      24
 7.2   Place of Payment                                       25
 7.3   Prepayments                                            25
 7.4   Reduction or Termination of Commitments                26
 7.5   Offset                                                 26
 7.6   Proration of Payments                                  26

8.     INDEMNIFICATION: EURODOLLAR LOANS                      26
 8.1   Indemnity for Funding Losses                           26
 8.2   Place of Payment                                       27
 8.3   Additional Provisions Relating to Eurodollar Loans     27

9.     CONDITIONS PRECEDENT TO ALL LOANS                      29
 9.1   Notice                                                 29
 9.2   Default                                                29
 9.3   Insurance                                              30
 9.4   Warranties                                             30
 9.5   Certification                                          30

10.    CONDITIONS PRECEDENT TO EFFECTIVE DATE AND INITIAL LOAN
       AND LETTER OF CREDIT THEREON OR THEREAFTER             30
 10.1  Notes                                                  30
 10.2  Master Guaranty                                        30
 10.3  Resolutions; Consents and Approvals                    30
 10.4  Incumbency                                             31
 10.5  Opinion                                                31
 10.6  Officer's Certificate                                  31
 10.7  General                                                31

11.    REPRESENTATIONS AND WARRANTIES                         31
 11.1  Existence                                              31
 11.2  Authorization                                          31
 11.3  No Conflicts                                           32
 11.4  Validity and Binding Effect                            32
 11.5  Financial Statements                                   32
 11.6  Litigation                                             32
 11.7  Taxes                                                  32
 11.8  Liens                                                  33
 11.9  No Default                                             33
 11.10 Insurance                                              33
 11.11 Subsidiaries                                           33
 11.12 Partnerships                                           33
 11.13 Regulation U                                           33
 11.14 Compliance                                             34
 11.15 Pension Plans                                          34
 11.16 Properties                                             34
 11.17 Investment and Holding Company Status                  34
 11.18 Disclosure                                             34

12.    COMPANY'S COVENANTS                                    35
 12.1  Financial Statements and Other Information             35
 12.2  Books, Records and Inspection                          36
 12.3  Conduct of Business                                    36
 12.4  Taxes                                                  36
 12.5  Notices                                                36
 12.6  Pension Plans                                          37
 12.7  Expenses                                               37
 12.8  Indebtedness                                           38
 12.9  Liens                                                  38
 12.10 Merger, Purchase and Sale                              38
 12.11 Nature of Business                                     39
 12.12 Franchise Rights                                       39
 12.13 Net Worth                                              39
 12.14 Leverage Ratio                                         39
 12.15 Fixed Charge Coverage                                  39
 12.16 Insurance                                              40
 12.17 Restricted Payments                                    40
 12.18 Leases                                                 40
 12.19 NCPI's & Subsidiaries' Stock                           40
 12.20 Guaranties                                             41
 12.21 Investments                                            41
 12.22 Subsidiaries                                           42
 12.23 Unconditional Purchase Obligations                     42
 12.24 Other Agreements                                       42
 12.25 Use of Proceeds                                        42
 12.26 Restrictive Agreements                                 42

13.    Consolidated Fixed Charge Requirement                  43
 13.1  Compliance with Laws                                   43
 13.2  Transactions with Affiliates                           43

14.    EVENTS OF DEFAULT AND REMEDIES                         43
 14.1  Events of Default                                      43
 14.2  Remedies                                               46
 14.3  Preservation of Security for Unmatured
       Reimbursement Obligations                              46
 14.4  Remedies Cumulative                                    47

15.    RELATIONSHIP AMONG BANKS                               47
 15.1  Appointment and Grant of Authority                     47
 15.2  Non-Reliance on Administrative Agent                   47
 15.3  Responsibility of the Administrative Agent
       and Other Matters                                      47
 15.4  Action on Instructions                                 48
 15.5  Indemnification                                        48
 15.6  CBT and Affiliates                                     49
 15.7  Notice to Holder of Loans                              49
 15.8  Successor Administrative Agent                         49

16.    GENERAL                                                49
 16.1  Waiver and Amendments                                  49
 16.2  Notices                                                50
 16.3  Severability; Participations; Assignments              50
 16.4  Indemnification                                        53
 16.5  LAW                                                    53
 16.6  Successors                                             53
 16.7  Subsidiary Reference                                   53
 16.8  ENTIRE AGREEMENT                                       54
 16.9  Counterparts                                           54
 16.10 Interest                                               54
 16.11 Agreement of NPCI and its Subsidiaries                 39

EXHIBIT A-1          Form of Revolving Note
EXHIBIT A-2          Form of Swingline Note
EXHIBIT B            Request for Extension of Termination  Date
EXHIBIT C            Litigation
EXHIBIT D            Liens
EXHIBIT E            Insurance
EXHIBIT F            Subsidiaries
EXHIBIT G            Partnerships/Joint Ventures
EXHIBIT H            Indebtedness
EXHIBIT I            Investments
EXHIBIT J            Opinion of Counsel to Company
EXHIBIT K            Notice of Borrowing
EXHIBIT L            Notice of Continuation/Conversion
EXHIBIT M            Compliance Certificate
EXHIBIT N            Assignment and Acceptance
EXHIBIT O            Letter of Credit Application
EXHIBIT P            [omitted]
EXHIBIT Q            Form of Master Guaranty
EXHIBIT R            Form of Sharing Agreement