SECOND
                       AMENDED AND RESTATED
                          SWINGLINE NOTE

$15,000,000                                       Houston, Texas
                                                  June 20, 2000
     ON  OR  BEFORE the Termination Date (as defined in the Credit
Agreement  hereinafter  referred to), the undersigned,  for  value
received,  hereby promises to pay to the order of  Chase  Bank  of
Texas, National Association, at 712 Main, Houston, Texas 77002, as
Administrative Agent under the Credit Agreement (the "Agent"), for
the account of the Swingline Lenders, the principal sum of FIFTEEN
MILLION  DOLLARS  ($15,000,000) or, if less, the aggregate  unpaid
principal  amount  of all Swingline Loans made  by  the  Swingline
Lenders to the undersigned hereunder.
     The  undersigned further promises to pay to the order of  the
Agent  for the account of the Swingline Lenders, interest  on  the
principal  sum from time to time outstanding at the rates  and  at
the times set forth in the Credit Agreement.
     This  Note  evidences  indebtedness incurred  under,  and  is
subject  to  the terms and provisions of, the Second  Amended  and
Restated  Revolving Credit Agreement dated as  of  June  20,  2000
(herein,  as amended, modified, restated, supplemented,  extended,
refinanced,  refunded or renewed, from time to  time,  called  the
"Credit  Agreement"), among the undersigned,  various  banks  from
time  to  time  party  thereto, and the  Agent,  to  which  Credit
Agreement  reference is hereby made for a statement of said  terms
and  provisions, including those under which this Note may be paid
prior to its due date or its due date accelerated.  Terms used but
not  otherwise defined herein shall have the same meaning as  such
terms have in the Credit Agreement.
     It   is  contemplated  that  by  reason  of  prepayments   or
repayments  hereon  prior to the Termination Date,  there  may  be
times  when no indebtedness is owing hereunder prior to such date,
but notwithstanding such occurrences, this Note shall remain valid
and shall be in full force and effect as to Loans made pursuant to
the Credit Agreement subsequent to each such occurrence.
     In  addition  to and not in limitation of the foregoing,  but
subject to the provisions of the Credit Agreement, the undersigned
further agrees to pay on demand all reasonable attorneys' fees and
legal expenses incurred by the Agent and the Swingline Lenders  in
connection with the collection and enforcement of this  Note,  and
any  and all amendments, modifications, restatements, supplements,
extensions,  refinancings, refunds and renewals relating  to  this
Note.
     All  agreements between the undersigned, the  Agent  and  the
Swingline  Lenders, whether now existing or hereafter arising  and
whether  written or oral, are hereby expressly limited so that  in
no  contingency or event whatsoever, whether by reason  of  demand
being  made on this Note or otherwise, shall the amount contracted
for,  charged, reserved or received by the Agent or the  Swingline
Lenders for the use, forbearance, or detention of the money to  be
loaned  under the Credit Agreement or otherwise or for the payment
or  performance of any covenant or obligation contained therein or
herein  exceed  the Highest Lawful Rate.  If, as a result  of  any
circumstances  whatsoever, fulfillment by the undersigned  of  any
provision  of the Credit Agreement or of this Note,  at  the  time
performance  of  such  provision  shall  be  due,  shall   involve
transcending the limit of validity prescribed by applicable  usury
law or result in the Agent (on behalf of the Swingline Lenders) or
the  Swingline  Lenders having or being deemed to have  contracted
for, charged, reserved or received interest (or amounts deemed  to
be  interest)  in excess of the maximum lawful rate or  amount  of
interest  allowed  by  applicable law to  be  so  contracted  for,
charged,  reserved  or received by the Agent  (on  behalf  of  the
Swingline Lenders) or the Swingline Lenders, then, ipso facto, the
obligation to be fulfilled by the undersigned shall be reduced  to
the  limit  of  such validity, and if, from any such circumstance,
the  Agent  (on behalf of the Swingline Lenders) or the  Swingline
Lenders  shall  ever receive interest or anything which  might  be
deemed  interest  under  applicable law  which  would  exceed  the
Highest Lawful Rate, such amount which would be excessive interest
shall  be  refunded  to the undersigned, or,  to  the  extent  (i)
permitted by applicable law and (ii) such excessive interest  does
not  exceed  the  unpaid principal balance of  the  Note  and  the
amounts owing on other obligations of the undersigned to the Agent
(on  behalf  of  the  Swingline Lenders) or the Swingline  Lenders
under  the Credit Agreement and the Note, applied to the reduction
of  the  principal  amount owing on account of  the  Note  or  the
amounts owing on other obligations of the undersigned to the Agent
(on  behalf  of  the  Swingline Lenders) or the Swingline  Lenders
under the Credit Agreement and the Note and not to the payment  of
interest.   All  sums paid or agreed to be paid to the  Agent  (on
behalf of the Swingline Lenders) or the Swingline Lenders for  the
use,  forbearance,  or  detention  of  the  indebtedness  of   the
undersigned  to the Agent (on behalf of the Swingline Lenders)  or
to  the  Swingline  Lenders  shall, to  the  extent  permitted  by
applicable  law,  be  amortized, prorated, allocated,  and  spread
throughout  the  full term of such indebtedness until  payment  in
full of the principal thereof (including the period of any renewal
or  extension  thereof) so that the interest on  account  of  such
indebtedness shall not exceed the Highest Lawful Rate.  The  terms
and provisions of this paragraph shall control and supersede every
other  provision  hereof and of all other agreements  between  the
undersigned, the Agent and the Banks.  "Highest Lawful Rate" shall
mean,   with  respect  to  the  Swingline  Lenders,  the   maximum
nonusurious interest rate, if any, that at any time or  from  time
to  time  may  be  contracted for, taken,  reserved,  charged,  or
received with respect to the Note or on other amounts, if any, due
to  the Swingline Lenders pursuant to the Credit Agreement or  the
Note,  under  laws applicable to the Swingline Lenders  which  are
presenting in effect, or to the extent allowed by law, under  such
applicable laws that may hereafter be in effect and which allow  a
higher maximum nonusurious interest rate than applicable laws  now
allow.   To  the extent required by applicable law in  determining
the  Highest Lawful Rate with respect to the Swingline Lenders  as
of  any  date,  there  shall be taken into account  the  aggregate
amount  of all payments and charges theretofore charged,  reserved
or received by the Swingline Lenders under the Credit Agreement or
under  the  Note  which  constitute or are  deemed  to  constitute
interest under applicable law.
     THIS NOTE IS MADE UNDER AND GOVERNED BY THE INTERNAL LAWS  OF
THE  STATE  OF TEXAS WITHOUT REGARD TO PRINCIPLES OF CONFLICTS  OF
LAW.
     Except  as otherwise specifically provided for in the  Credit
Agreement, the Borrower and any and all endorsers, guarantors  and
sureties  severally waive grace, demand, presentment for  payment,
notice  of dishonor or default, protest, notice of protest, notice
of  intent to accelerate, notice of acceleration and diligence  in
collecting and bringing of suit against any part hereto, and agree
to  all renewals, extensions or partial payments hereon and to any
release  or substitution of security hereof, in whole or in  part,
with or without notice, before or after maturity.
     This  Note  is  an  amendment  and  restatement,  but  not  a
novation, of the Existing Swingline Note.
     IN  WITNESS WHEREOF, the Borrower has caused this Note to  be
executed  and  delivered by its officer thereunto duly  authorized
effective as of the date first above written.


Address:                           NPC MANAGEMENT, INC.

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



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

                   LOANS AND PRINCIPAL PAYMENTS


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

------------------------------------------------------------------
------------------------------------------------------------------
------------------------------------------------------------------
------------------------------------------------------------------
------------------------------------------------------------------
------------------------------------------------------------------


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