===============================================================================

                                  $650,000,000

                   FIRST AMENDED AND RESTATED CREDIT AGREEMENT

                                      AMONG

                                 CLUBCORP, INC.

                          CERTAIN LENDERS NAMED HEREIN

                 BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT

              WELLS FARGO BANK (TEXAS), N.A., AS SYNDICATION AGENT

                  BANK ONE, TEXAS, N.A., AS DOCUMENTATION AGENT

                            FIRST UNION NATIONAL BANK

                         CREDIT LYONNAIS NEW YORK BRANCH

                               AS MANAGING AGENTS

                          GUARANTY FEDERAL BANK, F.S.B.

                        BRANCH BANKING AND TRUST COMPANY

                              SOUTHTRUST BANK, N.A.

                                  COMERICA BANK
                                  -------------

                                  AS CO-AGENTS

                               September 24, 1999

================================================================================

                       BANC  OF  AMERICA  SECURITIES  LLC


            AS  SOLE  LEAD  ARRANGER  AND  SOLE  LEAD  BOOK  MANAGER

<PAGE>
                            TABLE OF CONTENTS
                            -----------------

<TABLE>
<CAPTION>


<S>            <C>
               ARTICLE 1

               Definitions
               -----------

Section 1.1    Defined Terms
Section 1.2    Amendments and Renewals
Section 1.3    Construction

               ARTICLE 2

               Advances
               --------

Section 2.1    The Advances
Section 2.2    Manner of Borrowing and Disbursement
Section 2.3    Interest
Section 2.4    Fees
Section 2.5    Prepayments
Section 2.6    Reduction of Commitment
Section 2.7    Non-Receipt of Funds by the Administrative Agent
Section 2.8    Prepayment Reduction of Commitments
Section 2.9    Reimbursement
Section 2.10   Manner of Payment
Section 2.11   LIBOR Lending Offices
Section 2.12   Sharing of Payments
Section 2.13   Calculation of LIBOR Rate
Section 2.14   Taxes
Section 2.15   Letters of Credit

               ARTICLE 3

               Conditions Precedent
               --------------------

Section 3.1    Conditions Precedent to the Initial Advances and the Initial Letters of Credit
Section 3.2    Conditions Precedent to All Advances and Letters of Credit
Section 3.3    Conditions Precedent to Conversions and Continuations

               ARTICLE 4

               Representations and Warranties
               ------------------------------

Section 4.1    Representations and Warranties
Section 4.2    Survival of Representations and Warranties, etc.

               ARTICLE 5

               General Covenants
               -----------------

Section 5.1    Preservation of Existence and Similar Matters
Section 5.2    Business; Compliance with Applicable Law
Section 5.3    Maintenance of Properties
Section 5.4    Accounting Methods and Financial Records
Section 5.5    Insurance
Section 5.6    Payment of Taxes and Claims
Section 5.7    Visits and Inspections
Section 5.8    Use of Proceeds
Section 5.9    IDEMINITY
Section 5.10   Environmental Law Compliance
Section 5.11   Further Assurances
Section 5.12   Year 2000 Compliance
Section 5.13   Non-Guarantors as Guarantors
Section 5.14   Subsidiaries

               ARTICLE 6

               Information Covenants
               ---------------------

Section 6.1    Quarterly Financial Statements and Information
Section 6.2    Annual Financial Statements and Information; Certificate of No Default
Section 6.3    Compliance Certificate
Section 6.4    Copies of Other Reports and Notices
Section 6.5    Notice of Litigation, Default and Other Matters
Section 6.6    ERISA Reporting Requirements
Section 6.7    Year 2000 Compliance

               ARTICLE 7

               Negative Covenants
               ------------------

Section 7.1    Unsecured Indebtedness
Section 7.2    Secured Indebtedness
Section 7.3    Liens
Section 7.4    Investments
Section 7.5    Liquidation, Merger
Section 7.6    Guaranties
Section 7.7    Sales of Assets
Section 7.8    Acquisitions
Section 7.9    Restricted Payments
Section 7.10   Affiliate Transactions
Section 7.11   Compliance with ERISA
Section 7.12   Maximum Leverage Ratio
Section 7.13   Minimum Fixed Charge Coverage Ratio
Section 7.14   Minimum Tangible Net Worth
Section 7.15   Sale or Discount of Receivables
Section 7.16   Business
Section 7.17   Fiscal Year
Section 7.18   Amendment of Organizational Documents
Section 7.19   Non-Guarantors
Section 7.20   Restrictions on Subsidiaries
Section 7.21   Capital Expenditures

               ARTICLE 8

               Default
               -------

Section 8.1    Events of Default
Section 8.2    Remedies

               ARTICLE 9

               Changes in Circumstances
               ------------------------

Section 9.1    LIBOR Basis Determination Inadequate
Section 9.2    Illegality
Section 9.3    Increased Costs
Section 9.4    Effect on Base Rate Advances
Section 9.5    Capital Adequacy

               ARTICLE 10

               Agreement Among Lenders
               -----------------------

Section 10.1   Agreement Among Lenders
Section 10.2   Lender Credit Decision
Section 10.3   Benefits of Article

               ARTICLE 11

               Miscellaneous
               -------------

Section 11.1   Notices
Section 11.2   Expenses
Section 11.3   Waivers
Section 11.4   Determination by the Lenders Conclusive and Binding
Section 11.6   Assignment
Section 11.7   Counterparts
Section 11.8   Severability
Section 11.9   Interest and Charges
Section 11.10  Headings
Section 11.11  Amendment and Waiver
Section 11.12  Exception to Covenants
Section 11.13  No Liability of Issuing Bank
Section 11.14  Confidentiality
Section 11.15  No Duties
Section 11.16  GOVERNING LAW
Section 11.17  WAIVER OF JURY TRIAL
Section 11.18  ENTIRE AGREEMENT
</TABLE>

<PAGE>

Schedules  and  Exhibits
------------------------

Schedule  1.1(a)     Commitments  and  Specified  Percentages
Schedule  1.1(b)     LIBOR  Lending  Offices
Schedule  1.1(c)     Existing  Letters  of  Credit
Schedule  1.1(d)     Investment  Policy
Schedule  1.1(e)     Non-Guarantors  (see  Schedule  4.1(a))
Schedule  4.1(a)     Subsidiaries
Schedule  4.1(v)     Labor  Matters
Schedule  7.1        Existing  Unsecured  Indebtedness
Schedule  7.2        Existing  Liens
Schedule  7.4        Existing  Investments


Exhibit  A     Revolving  Credit  Note
Exhibit  B     Facility  A  Term  Loan  Note
Exhibit  C     Facility  B  Term  Loan  Note
Exhibit  D     Pledge  Agreement
Exhibit  E     Compliance  Certificate
Exhibit  F     Assignment  Agreement
Exhibit  G     Subsidiary  Guaranty
Exhibit  H     Notice  of  Borrowing
Exhibit  I     Notice  of  Continuation/Conversion

<PAGE>


                   FIRST AMENDED AND RESTATED CREDIT AGREEMENT
                   -------------------------------------------


THIS  FIRST  AMENDED  AND RESTATED CREDIT AGREEMENT is dated as of September 24,
1999, among CLUBCORP, INC., a Delaware corporation (the "Borrower"), the Lenders
(as  hereinafter  defined)  from  time  to  time  party hereto, WELLS FARGO BANK
(TEXAS),  N.A.,  as  syndication  agent, BANK ONE, TEXAS, N.A., as documentation
agent,  FIRST UNION NATIONAL BANK, as a managing agent, CREDIT LYONNAIS NEW YORK
BRANCH,  as  a  managing  agent,  GUARANTY  FEDERAL BANK, F.S.B., as a co-agent,
BRANCH  BANKING  AND  TRUST  COMPANY, as a co-agent, SOUTHTRUST BANK, N.A., as a
co-agent,  COMERICA  BANK,  as a co-agent, and BANK OF AMERICA, N.A., a national
banking  association,  as  administrative  agent  for  the  Lenders.

                               BACKGROUND
                               ----------

The Lenders have been requested to provide the Borrower funds to (a) refinance a
portion  of  the  existing  debt  of  the  Borrower  and  its  Subsidiaries  (as
hereinafter defined), including but not limited to debt of the Borrower pursuant
to  that  certain  (i)  Credit  Agreement,  dated  as of May 27, 1998, among the
Borrower,  the  lenders  party  thereto, certain co-agents, and Bank of America,
N.A. (formerly known as NationsBank, N.A.), as administrative agent, as amended,
modified,  supplemented  and  restated  from  time  to  time,  and  (ii)  Credit
Agreement,  dated  as  of  March 29, 1999, among the Borrower, the lenders party
thereto,  and  Bank  of  America, N.A. (formerly known as NationsBank, N.A.), as
administrative  agent, as amended, modified, supplemented and restated from time
to  time  (collectively,  the  "Existing  Credit  Agreements"),  (b)  finance
acquisitions,  and (c) finance the ongoing working capital and general corporate
requirements  of  the Borrower and its Subsidiaries.  The Lenders have agreed to
provide  a  portion  of  such financing, subject to the terms and conditions set
forth  below.

In  consideration  of  the mutual covenants and agreements contained herein, and
other  good  and  valuable consideration hereby acknowledged, the parties hereto
agree  as  follows:


                                    ARTICLE 1

                                   Definitions

Section  1.1  Defined  Terms.  For  purposes  of  this  Agreement:
-----------------------------

"Acquisition" means any transaction pursuant to which the Borrower or any of its
Subsidiaries,  (a)  whether  by  means  of a capital contribution or purchase or
other  acquisition of stock or other securities or other equity participation or
interest,  (i)  acquires  (or after giving effect to such transaction owns) more
than  50% of the equity interest in any Person pursuant to a solicitation by the
Borrower  or  such Subsidiary of tenders of equity securities of such Person, or
through  one or more negotiated block, market, private or other transactions, or
a  combination  of  any of the foregoing, or (ii) except as permitted by Section
7.5(b)  hereof with respect to an existing Subsidiary of the Borrower, makes any
existing  corporation a Subsidiary of the Borrower or such Subsidiary, or causes
any  corporation, other than a Subsidiary of the Borrower or such Subsidiary, to
be  merged into the Borrower or such Subsidiary (or agrees to be merged into any
other  corporation  other  than  a wholly-owned Subsidiary (excluding directors'
qualifying  shares) of the Borrower or such Subsidiary), or (b) purchases in one
transaction  or  a  series  of  related transactions all or more than 50% of the
business or assets of any Person or of any operating division, facility or group
of  facilities  of  any  Person.

"Acquisition Consideration" means the consideration given by the Borrower or any
of  its Subsidiaries for an Acquisition, including but not limited to the sum of
(without duplication) (a) the fair market value of any cash, property (including
Redeemable  Stock)  or services given, plus (b) consideration paid with proceeds
of Indebtedness permitted pursuant to this Agreement, plus (c) the amount of any
Indebtedness,  accounts  payable  and  accrued  expenses  assumed,  incurred  or
guaranteed  in  connection  with  such Acquisition by the Borrower or any of its
Subsidiaries.

"Additional  Costs"  has  the  meaning  specified  in  Section  9.5  hereof.

"Adjusted  LIBOR  Rate"  means,  for  any  LIBOR Advance for any Interest Period
therefor,  the  rate  per  annum  (rounded upwards, if necessary, to the nearest
1/100th  of  1%)  determined  by  the  Administrative  Agent  to be equal to the
quotient obtained by dividing (a) the LIBOR Rate for such LIBOR Advance for such
Interest  Period  by  (b) 1 minus the Reserve Requirement for such LIBOR Advance
for  such  Interest  Period.

"Administrative  Agent"  means  Bank  of  America,  N.A.,  a  national  banking
association,  as  administrative  agent  for  Lenders,  or  such  successor
administrative  agent  appointed  pursuant  to  Section  10.1(b)  hereof.

"Administrative Agent Fee Letter" has the meaning specified in Section 2.4(c)(i)
hereof.

"Advance"  means  any  amount  advanced  or  deemed  advanced by a Lender to the
Borrower  pursuant  to  Article  2  hereof.

"Affiliate"  means, as applied to any Person, any other Person that, directly or
indirectly,  through  one or more Persons, Controls or is Controlled By or Under
Common  Control with, such Person, or a Person who Controls or is Controlled By,
such  Person.

"Agreement"  means this First Amended and Restated Credit Agreement, as amended,
modified,  supplemented  or  restated  from time to time to the extent permitted
pursuant  hereto.

"Agreement  Date"  means  the  date  of  this  Agreement.

"Applicable  Environmental  Laws"  means Applicable Laws pertaining to health or
the  environment,  including without limitation, the Comprehensive Environmental
Response,  Compensation,  and Liability Act of 1980, as amended by the Superfund
Amendments  and  Reauthorization  Act  of  1986  (as  amended from time to time,
"CERCLA"), the Resource Conservation and Recovery Act of 1976, as amended by the
Used Oil Recycling Act of 1980, the Solid Waste Disposal Act amendments of 1980,
and  the  Hazardous  and Solid Waste Amendments of 1984 (as amended from time to
time,  "RCRA"),  the  Texas  Water Code, and the Texas Solid Waste Disposal Act.

"Applicable  Law"  means  (a)  in  respect  of  any  Person,  all  provisions of
constitutions, statutes, rules, regulations and orders of governmental bodies or
regulatory  agencies  applicable  to  such Person and its properties, including,
without  limiting  the  foregoing,  all  orders  and  decrees  of all courts and
arbitrators  in  proceedings  or  actions  to  which the Person in question is a
party,  and  (b) in respect of contracts relating to interest or finance charges
that  are  made  or performed in the State of Texas, "Applicable Law" shall mean
the laws of the United States of America, including without limitation 12 USC ''
85  and  86,  as  amended from time to time, and any other statute of the United
States  of America now or at any time hereafter prescribing the maximum rates of
interest  on loans and extensions of credit, and the laws of the State of Texas,
including,  without  limitation,  Art.  1H, if applicable, and if Art. 1H is not
applicable,  Art.  1D, and any other statute of the State of Texas now or at any
time  hereafter prescribing maximum rates of interest on loans and extensions of
credit;  provided  that  the parties hereto agree pursuant to Texas Finance Code
Section  346.004  that  the  provisions of Chapter 346 of the Texas Finance Code
shall  not  apply  to  Advances,  Reimbursement Obligations, this Agreement, the
Notes  or  any  other  Loan  Documents.

"Applicable  Base  Rate  Margin"  means  the  following  per  annum percentages,
applicable  in  the  following  situations:


<TABLE>
<CAPTION>


                                                                    Revolving   Facility A   Facility B
                                                                   -----------  -----------  -----------
                                                                     Credit      Term Loan    Term Loan
(b)Applicability                                                   (c)Advances  (d)Advances  (e)Advances
-----------------------------------------------------------------  -----------  -----------  -----------
<S>                                                                <C>          <C>          <C>
(a)  The Leverage Ratio is less than 2.50 to 1                           0.000        0.000        1.750
(b)  The Leverage Ratio is greater than or equal to 2.50 to 1 but        0.250        0.250        1.750
       less than 3.00 to 1
(c)  The Leverage Ratio is greater than or equal to 3.00 to 1 but        0.500        0.500        1.750
       less than 3.50 to 1
(d)  The Leverage Ratio is greater than or equal to 3.50 to 1 but        0.750        0.750        1.750
       less than 4.00 to 1
(e)  The Leverage Ratio is greater than or equal to 4.00 to 1            1.000        1.000        1.750
</TABLE>

The  Applicable  Base  Rate  Margin  payable  by  the  Borrower on the Base Rate
Advances  outstanding  hereunder  shall  be subject to reduction or increase, as
applicable  and  as set forth in the table above, on a quarterly basis according
to  the  performance of the Borrower as tested by using the Leverage Ratio as of
the  end  of  the  most  recent Fiscal Quarter (calculated for the twelve Fiscal
Months  preceding  the date of determination); provided, that each adjustment in
the  Applicable  Base  Rate  Margin  shall be effective on the date which is two
Business  Days  following  receipt  by the Administrative Agent of the financial
statements  required  to  be  delivered  pursuant  to  Section  6.1  or  6.2, as
applicable,  hereof  and the Compliance Certificate required pursuant to Section
6.3  hereof.  If  such  financial  statements and Compliance Certificate are not
received  by  the Administrative Agent by the date required, the Applicable Base
Rate  Margin  shall  be  determined  as if the Leverage Ratio is greater than or
equal  to  4.00 to 1 until such time as such financial statements and Compliance
Certificate  are  received.  Notwithstanding  the  above, until such time as the
Lenders  have  received  the financial statements required for the fourth Fiscal
Quarter  of  the Borrower's 1999 Fiscal Year and related Compliance Certificate,
the  Applicable  Margin  shall be determined as if the Leverage Ratio is greater
than  or equal to 3.50 to 1 but less than 4.00 to 1; provided, further, however,
notwithstanding  anything  above  to the contrary, if the Compliance Certificate
for  the  fourth Fiscal Quarter of the Borrower's 1999 Fiscal Year provides that
the  Leverage Ratio is greater than or equal to 4.00 to 1, the adjustment in the
Applicable  Base  Rate  Margin  shall be retroactive to the first  day of Fiscal
Year  2000.

"Applicable  LIBOR  Rate  Margin"  means  the  following  per annum percentages,
applicable  in  the  following  situations:

<TABLE>
<CAPTION>


                                                                    Revolving   Facility A   Facility B
                                                                     Credit      Term Loan    Term Loan
Applicability                    	                               	Advances     Advances     Advances
-------------                                                      -----------  -----------  -----------
<S>                                                                <C>          <C>          <C>
(a)  The Leverage Ratio is less than 2.50 to 1                           0.875        1.250        3.000
(b)  The Leverage Ratio is greater than or equal to 2.50 to 1 but        1.125        1.500        3.000
       less than 3.00 to 1
(c)  The Leverage Ratio is greater than or equal to 3.00 to 1 but        1.250        1.750        3.000
       less than 3.50 to 1
(d)  The Leverage Ratio is greater than or equal to 3.50 to 1 but        1.500        2.000        3.000
       less than 4.00 to 1
                                                                         1.750        2.250        3.000
(e)  The Leverage Ratio is greater than or equal to 4.00 to 1
</TABLE>

The  Applicable  LIBOR Rate Margin payable by the Borrower on the LIBOR Advances
outstanding  hereunder  shall be subject to reduction or increase, as applicable
and  as  set  forth  in  the  table above, on a quarterly basis according to the
performance  of the Borrower as tested by using the Leverage Ratio as of the end
of  the  most  recent  Fiscal  Quarter  (calculated for the twelve Fiscal Months
preceding  the  date  of  determination);  provided, that each adjustment in the
Applicable  LIBOR  Rate  Margin  shall  be  effective  on  the date which is two
Business  Days  following  receipt  by the Administrative Agent of the financial
statements  required  to  be  delivered  pursuant  to  Section  6.1  or  6.2, as
applicable,  hereof  and the Compliance Certificate required pursuant to Section
6.3  hereof.  If  such  financial  statements and Compliance Certificate are not
received  by the Administrative Agent by the date required, the Applicable LIBOR
Rate  Margin  shall  be  determined  as if the Leverage Ratio is greater than or
equal  to  4.00 to 1 until such time as such financial statements and Compliance
Certificate  are  received.  Notwithstanding  the  above, until such time as the
Lenders  have  received  the financial statements required for the fourth Fiscal
Quarter  of  the Borrower's 1999 Fiscal Year and related Compliance Certificate,
the Applicable LIBOR Rate Margin shall be determined as if the Leverage Ratio is
greater  than  or equal to 3.50 to 1 but less than 4.00 to 1; provided, further,
however,  notwithstanding  anything  above  to  the  contrary, if the Compliance
Certificate  for  the  fourth  Fiscal Quarter of the Borrower's 1999 Fiscal Year
provides  that  the  Leverage  Ratio  is  greater than or equal to 4.00 to1, the
adjustment in the Applicable LIBOR Rate Margin shall be retroactive to the first
day  of  Fiscal  Year  2000.

"Applicable  Specified  Percentages"  means  the  Revolving  Credit  Specified
Percentage,  the  Facility A Term Loan Specified Percentage, the Facility B Term
Loan  Specified  Percentage, or the Total Specified Percentage, as applicable in
the  context  used.

"Art.  1D"  means  Article  5069-1D,  Title 79, Revised Civil Statutes of Texas,
1925,  as  amended.

"Art.  1H"  means  Article  5069-1H,  Title 79, Revised Civil Statutes of Texas,
1925,  as  amended.

"Assignment  Agreement"  has  the  meaning  specified in Section 11.6(d) hereof.

"Authorized  Signatory"  means  such  senior personnel of the Borrower as may be
duly  authorized and designated in writing by the Borrower to execute documents,
agreements  and  instruments  on behalf of the Borrower, and to request Advances
and  Letters  of  Credit  hereunder.

"Bank  of  America" means Bank of America, N.A., a national banking association,
in  its  capacity  as  a  Lender.

"Base  Rate  Advance" means any Advance bearing interest at the Base Rate Basis.

"Base  Rate  Basis"  means,  for any day, a per annum interest rate equal to the
higher  of  (a)  the  sum of (i) 0.50%, plus (ii) the Federal Funds Rate on such
day,  plus (iii) the Applicable Base Rate Margin or (b) the sum of (i) the Prime
Rate on such day plus (ii) the Applicable Base Rate Margin.  The Base Rate Basis
shall  be adjusted automatically without notice as of the opening of business on
the  effective  date  of each change in the Prime Rate or Federal Funds Rate, as
applicable,  to  account  for  such  change.

"Business  Day"  means  a  day  on  which  commercial banks are open (a) for the
transaction  of  commercial  banking  business  in  Dallas,  Texas, and (b) with
respect  to  any  LIBOR Advance, for the transaction of international commercial
banking  business  (including  dealings  in Dollar deposits) in London, England.

"Capital  Expenditures" means, for any period, expenditures made by the Borrower
and  its  Subsidiaries  to  develop  or construct new facilities and real estate
ventures,  computed  in  accordance  with  GAAP.

"Capital  Stock"  means,  as to any Person, the equity interests in such Person,
including,  without limitation, the shares of each class of capital stock in any
Person that is a corporation, and each class of partnership interest (including,
without limitation, general, limited and preference units) in any Person that is
a partnership, and each class of member interest in any Person that is a limited
liability  company.

"Capitalized  Lease  Obligations" means all of the portions of any obligation of
the  Borrower  or  any  of its Subsidiaries as lessee under a lease which at the
time  would  be required to be capitalized on a balance sheet of the Borrower or
such  Subsidiary  prepared  in  accordance  with  GAAP.

"Change  of  Control"  means the occurrence of any of the following events after
the Agreement Date:  (a) the sale, lease or transfer of all or substantially all
of  the  Borrower's  assets  to  any Person or Group, (b) the adoption of a plan
relating  to  the  liquidation or dissolution of the Borrower, (c) any Person or
Group  (other  than Robert H. Dedman, Sr.) shall beneficially own (as defined in
Rule  13d-3  of the Securities and Exchange Commission under the Exchange Act or
any  successor provision thereto) more than 50% of the aggregate Voting Power of
the  Borrower,  or  (d)  during  any  period  of  twenty-four consecutive months
(excluding,  however,  any  such  period  during  which a public offering of the
Capital  Stock of the Borrower occurs), individuals who at the beginning of such
period constituted the Board of Directors of the Borrower (together with any new
directors  whose  election  by  such  Board of Directors or whose nomination for
election  by  the  shareholders  of  the  Borrower  was  approved by a vote of a
majority  of  the directors of the Borrower then still in office who were either
directors  at  the  beginning of such period or whose election or nomination for
election  was  previously  so  approved),  cease  for any reason to constitute a
majority  of  the  Board  of  Directors  of  the  Borrower  then  in  office.

"Co-Agent"  means any of Guaranty Federal Bank, F.S.B., Branch Banking and Trust
Company,  SouthTrust  Bank  or  Comerica  Bank.

"Code"  means  the  Internal  Revenue  Code  of  1986,  as  amended.

"Collateral"  means  any  collateral granted by any Person to the Administrative
Agent  to  secure  the  Obligations.

"Collateral  Documents" means the Pledge Agreements and any other document under
which  a  security  interest  in  Collateral is granted and any document related
thereto.

"Collateral Release Event" means the occurrence of each of the following events:
(a)  the Facility B Term Loan Advances, together with all interest owing thereon
and  all  other  amounts  due  in  respect thereof, shall have been indefeasibly
repaid  in  full;  (b)  the  Leverage  Ratio,  as  set  forth  on the Compliance
Certificate delivered to the Administrative Agent pursuant to Section 6.3 hereof
for  two  consecutive Fiscal Quarters, shall be less than or equal to 3.00 to 1;
and (c) the maximum Leverage Ratio permitted pursuant to Section 7.12 shall have
been  amended  pursuant  to  the  terms of Section 11.11 hereof to be 3.50 to 1.

"Commitments" means, collectively, the Revolving Credit Commitment, the Facility
A  Term  Loan  Commitment  and  the  Facility  B  Term  Loan  Commitment.

"Compliance Certificate" means a certificate, signed by an Authorized Signatory,
in  substantially  the  form  of  Exhibit  E,  appropriately  completed.

"Control"  or  "Controlled  By"  or  "Under  Common  Control"  means possession,
directly  or indirectly, of power to direct or cause the direction of management
or  policies  (whether  through  ownership  of voting securities, by contract or
otherwise,  but  not  solely  by  being  an officer or director of that Person);
provided,  however,  that  in  any  event  any  Person  which beneficially owns,
directly  or  indirectly,  10%  or  more  (in number of votes) of the securities
having ordinary Voting Power with respect to a corporation shall be conclusively
presumed  to  control  such  corporation.

"Controlled  Group"  means  as  of  the applicable date, as to any Person not an
individual,  all members of a controlled group of corporations and all trades or
businesses  (whether  or  not  incorporated) which are under common control with
such  Person  and  which,  together  with  such  Person, are treated as a single
employer  under  Section  414(b) or (c) of the Code; provided, however, that the
Subsidiaries  of  the  Borrower  shall be deemed to be members of the Borrower's
Controlled  Group.

"Debtor  Relief  Laws"  means  any  applicable  liquidation,  conservatorship,
bankruptcy,  moratorium,  rearrangement,  insolvency,  reorganization or similar
debtor relief Laws affecting the rights of creditors generally from time to time
in  effect.

"Default"  means  an  Event  of  Default  and/or  any of the events specified in
Section  8.1, hereto regardless of whether there shall have occurred any passage
of  time  or  giving  of  notice  or  both  that  would be necessary in order to
constitute  such  event  an  Event  of  Default.

"Default Application Notice" has the meaning specified in Section 2.10(d)(ii)(B)
hereof.

"Default  Rate" means a simple per annum interest rate equal to (a) with respect
to Base Rate Advances the lesser of (i) the Highest Lawful Rate or (ii) the Base
Rate  Basis then in effect plus 2.00% or (b) with respect to LIBOR Advances, the
lesser  of  (i)  the  Highest Lawful Rate or (ii) the LIBOR Basis then in effect
plus  2.00%.

"Determining  Lenders"  means,  on any date of determination, any combination of
Lenders  whose  Total  Specified  Percentages aggregate more than 50%; provided,
however,  in  the  event  that  all  of  the  Commitments  have been terminated,
"Determining  Lenders"  means,  on any date of determination, any combination of
Lenders  having  more than 50% of the Advances (calculated with respect to Swing
Line Advances by using each Lender's, including the Swing Line Bank's, Revolving
Credit  Specified  Percentage  of  any  outstanding  Swing  Line  Advances)  and
participations  in  Letters  of  Credit  then  outstanding.

"Dividend"  means,  as  to  any  Person,  (a)  any declaration or payment of any
dividend  (other  than  a  dividend in stock or in the right to acquire stock of
such  Person)  on,  or the making of any distribution on account of, any Capital
Stock  of  such Person and (b) any purchase, redemption, or other acquisition or
retirement  for  value  of any Capital Stock of such Person, excluding, however,
purchases  of  Capital  Stock  pursuant  to  the  Redemption  Obligation.

"Documentation  Agent"  means  Bank  One,  Texas,  N.A.

"Dollar"  or  "$"  means  the  lawful  currency of the United States of America.

"Domestic  Subsidiary" means any Subsidiary of the Borrower other than a Foreign
Subsidiary.

"EBITDA"  means,  for  any  period,  determined  in  accordance  with  GAAP on a
consolidated  basis for the Borrower and its Subsidiaries, the sum of (a) Pretax
Net  Income  (excluding  therefrom, to the extent included in determining Pretax
Net Income, (i) any items of extraordinary gain, including net gains on the sale
of  assets  other  than asset sales in the ordinary course of business, and (ii)
equity  in  joint venture net income, and adding thereto, to the extent included
in determining Pretax Net Income, any items of extraordinary loss, including net
losses  on  the  sale of assets other than asset sales in the ordinary course of
business),  plus  (b)  depreciation  and amortization, plus (c) interest expense
(including  but  not  limited  to interest expense pursuant to Capitalized Lease
Obligations),  plus (d) to the extent included in determining Pretax Net Income,
non-recurring, non-cash charges, minus (e) to the extent included in determining
Pretax  Net  Income, non-recurring credits, plus (f) cash distributions received
from  any  Person  the  financial results of which are not consolidated with the
financial  results  of  the  Borrower  pursuant  to  GAAP.

"EBITDAR"  means,  for  any  period,  determined  in  accordance  with GAAP on a
consolidated basis for the Borrower and its Subsidiaries, the sum of (a) EBITDA,
plus  (b)  lease  expense  pursuant  to  Operating  Leases.

"Eligible  Assignee"  means  (a) a Lender; (b) an Affiliate or Related Fund of a
Lender;  and  (c)  any  other  Person  approved by the Administrative Agent and,
unless  an  Event  of  Default  has  occurred  and is continuing at the time any
assignment  with  respect  to such Person is effected in accordance with Section
11.6  hereof,  the  Borrower,  such  approval not to be unreasonably withheld or
delayed  by the Borrower or the Administrative Agent; such approval to be deemed
given  by  the  execution of an Assignment Agreement by the Administrative Agent
and  the  Borrower,  and  such approval to be deemed given by the Borrower if no
objection  is received by the assigning Lender and the Administrative Agent from
the  Borrower  within two Business Days after notice of such proposed assignment
has  been  provided  by the assigning Lender to the Borrower; provided, however,
that neither the Borrower nor any of its Affiliates shall qualify as an Eligible
Assignee.

"ERISA"  means  the  Employee Retirement Income Security Act of 1974, as amended
from  time  to  time,  and  any  regulation  promulgated  thereunder.

"ERISA  Event"  means,  with respect to the Borrower and its Subsidiaries, (a) a
Reportable Event (other than a Reportable Event not subject to the provision for
30-day  notice  to the PBGC pursuant to regulations issued under Section 4043 of
ERISA),  (b)  the  withdrawal of any such Person or any member of its Controlled
Group  from  a  Plan subject to Title IV of ERISA during a plan year in which it
was  a "substantial employer" as defined in Section 4001(a)(2) of ERISA, (c) the
filing  of  a  notice of intent to terminate under Section 4041(c) of ERISA, (d)
the  institution of proceedings to terminate a Plan by the PBGC, (e) the failure
to  make  required  contributions which could result in the imposition of a lien
under Section 412 of the Code or Section 302 of ERISA, or (f) any other event or
condition which could reasonably be expected to constitute grounds under Section
4042  of  ERISA  for  the  termination by the PBGC of, or the appointment by the
appropriate United States District Court of a trustee to administer, any Plan or
the imposition of any liability under Title IV of ERISA other than PBGC premiums
due  but  not  delinquent  under  Section  4007  of  ERISA.

"Event  of  Default"  means  any  of the events specified in Section 8.1 hereof,
provided  that  any  requirement  for  notice  or lapse of time or both has been
satisfied.

"Exchange  Act"  means  the  Securities  Exchange  Act  of  1934,  as  amended.

"Excluded  Matters"  has  the  meaning  specified  in  Section  5.9(a)  hereof.

"Existing  Letters  of  Credit"  means  those  Letters of Credit existing on the
Agreement  Date  and  set  forth  on  Schedule  1.1(c)  hereto.

"Facility  A Term Loan Advance" means an Advance made pursuant to Section 2.1(b)
hereof.

"Facility  A Term Loan Commitment" means the commitments of the Lenders, subject
to  the terms and conditions hereof, to make Facility A Term Loan Advances up to
an aggregate principal amount of $100,000,000, as terminated pursuant to Section
2.1(b)  hereof.

"Facility  A  Term  Loan Maturity Date" means September 24, 2004, or the earlier
date  of  acceleration  of the Facility A Term Loan Advances pursuant to Section
8.2  hereof.

"Facility A Term Loan Note" means any Promissory Note of the Borrower evidencing
Facility  A Term Loan Advances hereunder, substantially in the form of Exhibit B
hereto,  together  with  any  extension,  renewal  or  amendment  thereof,  or
substitution  therefor.

"Facility  A  Term  Loan  Specified  Percentage"  means,  as  to any Lender, the
percentage indicated beside its name on Schedule 1.1(a) hereto as its Facility A
Term  Loan Specified Percentage, or as adjusted or specified in any amendment to
this  Agreement  or  in  any  Assignment  Agreement.

"Facility  B Term Loan Advance" means an Advance made pursuant to Section 2.1(c)
hereof.

"Facility  B Term Loan Commitment" means the commitments of the Lenders, subject
to  the terms and conditions hereof, to make Facility B Term Loan Advances up to
an aggregate principal amount of $200,000,000, as terminated pursuant to Section
2.1(c)  hereof.

"Facility  B  Term Loan Maturity Date" means March 24, 2007, or the earlier date
of  acceleration  of  the  Facility B Term Loan Advances pursuant to Section 8.2
hereof.

"Facility B Term Loan Note" means any Promissory Note of the Borrower evidencing
Facility  B Term Loan Advances hereunder, substantially in the form of Exhibit C
hereto,  together  with  any  extension,  renewal  or  amendment  thereof,  or
substitution  therefor.

"Facility  B  Term  Loan  Specified  Percentage"  means,  as  to any Lender, the
percentage indicated beside its name on Schedule 1.1(a) hereto as its Facility B
Term  Loan Specified Percentage, or as adjusted or specified in any amendment to
this  Agreement  or  in  any  Assignment  Agreement.

"Facility  Fee"  has  the  meaning  specified  in  Section  2.4(a)  hereof.

"Federal  Funds  Rate"  means,  for  any  day,  the  rate per annum equal to the
weighted  average  of  the  rates  on  overnight Federal funds transactions with
members  of the Federal Reserve System arranged by Federal funds brokers on such
day, as published by the Federal Reserve Bank of Dallas on the Business Day next
succeeding  such  day,  provided that (a) if such day is not a Business Day, the
Federal  Funds  Rate for such day shall be such rate on such transactions on the
next preceding Business Day as so published on the next succeeding Business Day,
and  (b)  if  no such rate is so published on such next succeeding Business Day,
the  Federal  Funds Rate for such day shall be the average of the quotations for
the  day  for  such transactions received by the Administrative Agent from three
Federal  funds  brokers  of  recognized  standing  selected  by  it.

"Fee  Letter"  means  that  certain  letter,  dated August 5, 1999, from Bank of
America,  N.A., and Banc of America Securities LLC, providing for the payment of
certain  fees  with  respect  to  this  Agreement.

"Financial  Statements"  has  the  meaning  specified  in Section 4.1(j) hereof.

"Fiscal Month" means a consecutive 28-day period.  The first Fiscal Month of the
Fiscal  Year  shall  commence  on  the  first  day  of  the  Fiscal  Year.

"Fiscal  Quarter" means four periods in each Fiscal Year.  The first three shall
consist  of  three  consecutive Fiscal Months and the last shall consist of four
consecutive  Fiscal Months.  The First Quarter of the Fiscal Year shall commence
on  the  first  day  of  the  Fiscal  Year.

"Fiscal  Year"  means  a  period  commencing on the Wednesday following the last
Tuesday  in  December  and ending on the last Tuesday of the following December.

"Fixed  Charges" means, for any date of calculation, calculated for the Borrower
and  its  Subsidiaries  on a consolidated basis in accordance with GAAP, the sum
of,  without  duplication,  (a)  interest  expense (including but not limited to
interest  expense  pursuant  to Capitalized Lease Obligations, but not including
amortization of discount on Membership Deposits and amortization of discounts on
Indebtedness),  plus  (b) lease expense under Operating Leases, in each case for
the  applicable  period  immediately preceding the date of calculation, plus (c)
all  scheduled  principal  payments  of  Total  Debt.

"Fixed  Charge Coverage Ratio" means, for any date of determination (which shall
be  as  of the last day of each Fiscal Quarter), the ratio of (a) the sum of (i)
EBITDAR  minus  (ii)  Maintenance  Capital Expenditures to (b) Fixed Charges, in
each  case  for  the  immediately  preceding  four  Fiscal  Quarters.

"Foreign Subsidiary" means any Subsidiary of the Borrower which is not organized
under  the  Laws of any state of the United States of America or the District of
Columbia.

"Form  1001"  has  the  meaning  specified  in  Section  2.14(e)(i)(B)  hereof.

"Form  4224"  has  the  meaning  specified  in  Section  2.14(e)(i)(A)  hereof.

"GAAP"  means  generally  accepted accounting principles applied on a consistent
basis,  set  forth  in  the  Opinions  of the Accounting Principles Board of the
American  Institute  of  Certified Public Accountants, or their successors which
are applicable in the circumstances as of the date in question.  The requirement
that  such  principles  be  applied  on  a  consistent basis shall mean that the
accounting principles applied in a current period are comparable in all material
respects  to  those  applied  in  a  preceding  period.

"Group"  means  any Persons acting together which would constitute a "group" for
purposes  of  Section  13(d)  of  the  Exchange  Act  or any successor provision
thereto.

"Guarantor"  means  each  direct  and  indirect Subsidiary of the Borrower which
executes  a  Subsidiary  Guaranty.

"Guaranty"  or  "Guaranteed",  means  (a) as applied to an obligation of another
Person, (i) a guaranty, direct or indirect, in any manner, of any part or all of
such  obligation,  or  (ii)  an  agreement,  direct  or  indirect, contingent or
otherwise,  the practical effect of which is to assure in any way the payment or
performance  (or  payment of damages in the event of nonperformance) of any part
or  all  of  such  obligation,  including,  without  limiting the foregoing, any
reimbursement  obligations  with  respect  to  amounts  which  may  be  drawn by
beneficiaries  of  outstanding  letters of credit or (b) an agreement, direct or
indirect,  contingent  or otherwise, to maintain the net worth, working capital,
earnings  or  other  financial performance of another Person; provided, however,
Guaranty  does not mean the endorsement of instruments for collection or deposit
in  the  ordinary  course  of  business.

"Hazardous  Substance"  means  any  hazardous,  dangerous  or toxic substance or
material  in  the  meaning  of  any  Law.

"Hedge  Agreements"  means  any  and  all  agreements,  devices  or arrangements
designed to protect at least one of the parties thereto from the fluctuations of
interest  rates,  currency  exchange  rates,  forward  rates  applicable to such
party's  assets,  commodity  prices  (including  commodity  hedging agreements),
liabilities  or  exchange  transactions,  including,  but  not  limited  to,
dollar-denominated  or cross-currency interest rate exchange agreements, forward
currency  exchange  agreements,  interest  rate  cap,  swap or collar protection
agreements,  and forward rate currency or interest rate options, as the same may
be  amended  or  modified  and  in  effect  from  time  to time, and any and all
cancellations,  buy  backs, reversals, terminations or assignments of any of the
foregoing.

"Highest  Lawful Rate" means at the particular time in question the maximum rate
of  interest  which,  under  Applicable  Law,  the Lenders are then permitted to
charge  on  the  Obligations.  If  the  maximum  rate  of  interest which, under
Applicable  Law,  the  Lenders  are permitted to charge on the Obligations shall
change  after  the  date  hereof, the Highest Lawful Rate shall be automatically
increased  or  decreased,  as  the  case  may  be,  from  time to time as of the
effective  time  of each change in the Highest Lawful Rate without notice to the
Borrower.  For  purposes  of  determining  the  Highest  Lawful  Rate  under the
Applicable  Law  of the State of Texas, the applicable rate ceiling shall be (a)
the  weekly  rate  ceiling  described  in  and  computed  in accordance with the
provisions  of  Art.  1D.003,  or  (b)  if  the parties subsequently contract as
allowed  by  Applicable  Law,  the  quarterly  ceiling or the annualized ceiling
computed pursuant to Art. 1D.008; provided, however, that at any time the weekly
rate ceiling, the quarterly ceiling or the annualized ceiling shall be less than
18%  per  annum or more than 24% per annum, the provisions of Art. 1D.009(a) and
(b)  shall  control  for  purposes  of  such  determination,  as  applicable.

"Increased  Advance  Costs"  has  the  meaning  specified in Section 9.3 hereof.

"Increased  Letter of Credit Costs" has the meaning specified in Section 2.15(d)
hereof.

"Indebtedness"  means,  with respect to any Person, without duplication, (a) all
obligations  for  borrowed  money,  (b)  all  obligations  evidenced  by  bonds,
debentures,  notes or similar instruments, (c) all obligations under conditional
sale  or  other  title  retention  agreements  relating  to  property  or assets
purchased  by such Person, (d) all obligations issued or assumed as the deferred
purchase  price of property or services (excluding trade accounts payable in the
ordinary  course  of  business),  (e) all obligations secured by any Lien on any
property  or  asset  owned by such Person, whether or not the obligation secured
thereby  shall  have been assumed, (f) to the extent not otherwise included, all
Capitalized  Lease  Obligations  of  such  Person, all obligations in respect of
letters  of  credit,  bankers'  acceptances  and  similar  instruments,  and all
obligations  under  Hedge  Agreements,  (g)  any  "withdrawal liability" of such
Person  as such term is defined under Part I of Subtitle E of Title IV or ERISA,
(h)  all  Redeemable Stock, (i) the principal portion of all obligations of such
Person  under  any  Synthetic  Lease, and (j) any Guaranty of such Person of any
obligation of another Person constituting obligations of a type set forth above.

"Indemnified  Matters"  has  the  meaning  specified  in  Section 5.9(a) hereof.

"Indemnitees"  has  the  meaning  specified  in  Section  5.9(a)  hereof.

"Interest  Period"  means  the  period beginning on the day any LIBOR Advance is
made  and ending one, two, three or six months thereafter (as the Borrower shall
select);  provided,  however,  that:

     (i)     if  any Interest Period would otherwise end on a day which is not a
Business  Day,  such  Interest  Period  shall be extended to the next succeeding
Business  Day,  unless  the  result  of  such  extension would be to extend such
Interest Period into another calendar month, in which event such Interest Period
shall  end  on  the  immediately  preceding  Business  Day;

     (ii)     any  Interest  Period  that  begins  on the last Business Day of a
calendar  month (or on a day for which there is no numerically corresponding day
in  the calendar month at the end of such Interest Period) shall end on the last
Business  Day  of  a  calendar  month;

     (iii)     the  Borrower  shall select Interest Periods so as not to require
payment  or  prepayment  of any LIBOR Advance during an Interest Period for such
Advance;  and

     (iv)     there  shall  be  outstanding  at  any  one  time no more than ten
Interest  Periods  in  the  aggregate.

"Investment"  means  any  direct  or  indirect purchase or other acquisition of,
capital  stock  or  other  securities  of,  or beneficial interest in, any other
Person  which  is  not  an  Acquisition, or any direct or indirect loan, advance
(other  than  loans  or  advances  to  employees for moving and travel expenses,
drawing accounts and similar expenditures in the ordinary course of business) or
capital  contribution  to,  or investment in any other Person, including without
limitation  the purchase of accounts receivable of any other Person that are not
current  assets  or  do  not  arise  in  the  ordinary  course  of  business.

"Investment Policy" means those investments permitted to be made by the Borrower
and its Subsidiaries set forth in the Investment Policy of the Borrower attached
hereto  as  Schedule  1.1(d),  as such Investment Policy may be amended with the
consent  of the Board of Directors of the Borrower after the Agreement Date, but
only  to  the  extent  that  such  amendments  are  approved  in  writing by the
Determining  Lenders.

"Issuing  Bank"  means  any  Lender  which  agrees  to issue a Letter of Credit.

"Law"  means  any  statute,  law,  ordinance,  regulation,  rule,  order,  writ,
injunction,  or  decree  of  any  Tribunal.

"Lender" means each financial institution shown on the signature pages hereof so
long as such financial institution maintains a portion of any of the Commitments
or  is  owed  any part of the Obligations (including the Administrative Agent in
its  individual  capacity),  and each Eligible Assignee that hereafter becomes a
party  hereto  pursuant  to  Section 11.6 hereof, subject to the limitations set
forth  therein.

"L/C  Cash  Collateral  Account" has the meaning specified in Section 2.15(g)(i)
hereof.

"L/C  Related Documents" has the meaning specified in Section 2.15(e)(i) hereof.

"Letter of Credit" means any letter of credit issued by an Issuing Bank pursuant
to  Section  2.15(a)  hereof  (or  any  Existing  Letter  of  Credit).

"Letter  of  Credit  Agreement"  has  the  meaning  specified in Section 2.15(b)
hereof.

"Letter of Credit Facility" has the meaning specified in Section 2.15(a) hereof.

"Leverage  Ratio"  means,  for any date of calculation (which shall be as of the
last  day  of  each  Fiscal  Quarter), the ratio of Total Debt as of the date of
determination  to  EBITDA  calculated  for  the four consecutive Fiscal Quarters
ending  on  the date of calculation.  For purpose of calculation of the Leverage
Ratio only, with respect to assets not owned at all times during the four Fiscal
Quarters immediately preceding the date of calculation of EBITDA, there shall be
(i)  included  in  EBITDA  the  proforma  EBITDA  (but calculated to exclude any
increase  in  EBITDA which would be the result of any expenses that the Borrower
projects  to  be eliminated by such proposed acquisition) of any assets acquired
during any such four Fiscal Quarters and (ii) excluded from EBITDA the EBITDA of
any  assets  disposed  of  during  any  of  such  four  Fiscal  Quarters.

"LIBOR  Advance"  means  any  Advance  bearing  interest  at  the  LIBOR  Basis.

"LIBOR  Basis"  means,  with  respect to any LIBOR Advance, a per annum interest
rate  equal  to the lesser of (a) the Highest Lawful Rate, or (b) the sum of the
Adjusted  LIBOR  Rate applicable to such LIBOR Advance plus the Applicable LIBOR
Rate  Margin.

"LIBOR Lending Office" means, with respect to a Lender, the office designated as
its  LIBOR  Lending  Office  on  Schedule 1.1(b) attached hereto, and such other
office  of  the  Lender or any of its Affiliates hereafter designated by written
notice  to  the  Borrower  and  the  Administrative  Agent.

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

"Lien"  means,  with  respect  to  any  property,  any  mortgage,  lien, pledge,
collateral assignment, hypothecation, charge, security interest, title retention
agreement,  levy,  execution,  seizure, attachment, garnishment or other similar
encumbrance  of  any  kind  in  respect of such property, whether or not choate,
vested  or  perfected,  excluding  (a)  Liens  securing  Indebtedness  among the
Obligors,  provided that such Indebtedness is subordinated to the Obligations in
a  manner  satisfactory  to  the  Determining  Lenders  and  (b) Liens to secure
Indebtedness  of  any  Non-Guarantor  owed  to  any  Obligor.

"Litigation"  means  any  proceeding,  claim,  lawsuit,  arbitration,  and/or
investigation  by  or  before  any  Tribunal,  including,  without  limitation,
proceedings,  claims,  lawsuits,  and/or investigations under or pursuant to any
environmental,  occupational,  safety and health, antitrust, unfair competition,
securities, Tax or other Law, or under or pursuant to any contract, agreement or
other  instrument.

"Loan  Documents"  means this Agreement, the Notes, any Subsidiary Guaranty, any
Pledge  Agreement, the L/C Related Documents, the Fee Letter, the Administrative
Agent  Fee  Letter,  any  Hedge Agreement with any Lender or an Affiliate of any
Lender  entered  into  in  the  ordinary  course  of business for the purpose of
limiting  risks  entered  into in the ordinary course of business, and any other
document  or  agreement  executed or delivered from time to time by the Borrower
and  any  of  its  Subsidiaries  or  any  other Person in connection herewith or
therewith  or  as  security  for  the  Obligations,  each  as amended, modified,
supplemented  or  restated  from  time  to  time.

"Maintenance  Capital  Expenditures"  means,  for  any date of determination, an
amount  equal  to  the  product of (a) 5% multiplied by (b) gross revenue of the
Borrower and its Subsidiaries, on a consolidated basis, determined in accordance
with  GAAP,  calculated  for  the four consecutive Fiscal Quarters ending on the
date  of  determination.

"Managing  Agent"  means either First Union National Bank or Credit Lyonnais New
York  Branch.

"Material  Adverse Effect" means any act or circumstance or event that (a) could
reasonably  be  expected  to  be  material  and adverse to the business, assets,
liabilities,  financial  condition,  results  of  operations or prospects of the
Borrower  and its Subsidiaries taken as a whole, or (b) in any manner whatsoever
does  or could reasonably be expected to materially and adversely affect (i) the
validity  or  enforceability  of  any  Loan  Document,  (ii)  the ability of the
Borrower  and  its  Subsidiaries  taken  as  a whole to perform their respective
Obligations  under the Loan Documents, or (iii) the Rights of the Lenders or the
Administrative  Agent  under  any  of  the  Loan  Documents.

"Membership Deposits" means the advance initiation deposits paid to Subsidiaries
of the Borrower by members of Subsidiaries of the Borrower upon their acceptance
as  a member of Subsidiaries of the Borrower, and as reported in accordance with
GAAP.

"Multiemployer  Plan"  means,  as  to  any Person, at any time, a "multiemployer
plan" within the meaning of Section 4001(a)(3) of ERISA and to which such Person
or  any  member  of  its  Controlled  Group  is  making, or is obligated to make
contributions  or  has  made,  or  been  obligated  to  make,  contributions.

"Necessary  Authorization" means any right, franchise, license, permit, consent,
approval or authorization from, or any filing or registration with, any Tribunal
or  any  Person  necessary  to enable the Borrower or any of its Subsidiaries to
maintain  and  operate  its  business  and  properties.

"Negative Pledge" means any agreement, contract or other arrangement whereby the
Borrower or any of its Subsidiaries is prohibited from, or would otherwise be in
default  as  a  result  of, creating, assuming, incurring or suffering to exist,
directly  or  indirectly,  any  Lien  on  any  of  its  assets  in  favor of the
Administrative  Agent  for  the  benefit  of  the  Lenders under this Agreement.

"Net  Cash  Proceeds"  means, with respect to any sale, lease, transfer or other
disposition  of any asset by or of any Person (including any Capital Stock owned
by  such  Person), the amount of cash received by such Person in connection with
such  transaction  after deducting therefrom the aggregate, without duplication,
of the following amounts to the extent properly attributable to such transaction
or  to  any  asset  that  may  be the subject thereof:  (i) reasonable brokerage
commissions,  legal  fees,  finder's  fees,  financial  advisory  fees, fees for
solvency  opinions, accounting fees, underwriting fees, investment banking fees,
survey,  title insurance, appraisals, notaries and other similar commissions and
fees,  and  expenses, in each case, to the extent paid, payable or reimbursed by
such  Person;  (ii) filing, recording or registration fees or charges or similar
fees  or  charges  paid by such Person; (iii) without duplication, taxes paid or
payable  by  such Person or any shareholder, partner or member of such Person to
governmental  taxing  authorities  as a result of such sale or other disposition
(after  taking  into  account any available tax credits or deductions or any tax
sharing  arrangements); and (iv) payment of the outstanding principal amount of,
premium  or  penalty,  if  any, and interest on any Indebtedness (other than the
Obligations)  that  is secured by a Lien on the asset in question, to the extent
required  pursuant  to  the  documentation  evidencing  such  Indebtedness.

"Net Income" means net earnings (or deficit) after taxes of the Borrower and its
Subsidiaries,  on  a  consolidated  basis,  determined  in accordance with GAAP.

"Net  Tangible  Assets"  means,  for  the  Borrower  and  its Subsidiaries, on a
consolidated  basis,  determined in accordance with GAAP, an amount equal to the
total  assets  of the Borrower and its Subsidiaries minus goodwill and any other
items  that  are  classified  as  intangibles  in  accordance  with  GAAP.

"Net  Worth"  means,  for  the  Borrower and its Subsidiaries, on a consolidated
basis,  determined  in  accordance  with  GAAP,  total  stockholders'  equity.

"Non-Guarantors"  means  the  Subsidiaries  of  the  Borrower  which  are  not
Guarantors.  The Borrower may designate a Non-Guarantor as a Guarantor (in which
case  such  Subsidiary  shall  execute  a  Subsidiary  Guaranty and deliver such
certificates  and  documents  related  thereto  as  shall  be  required  by  the
Administrative  Agent)  by  written  notice  to  the  Administrative  Agent.

"Notes"  means,  collectively,  the  Revolving Credit Notes, the Facility A Term
Loan  Notes  and  the  Facility  B  Term  Loan  Notes.

"Notice  of  Borrowing"  has  the  meaning  specified  in Section 2.2(a) hereof.

"Notice  of Continuation/Conversion" has the meaning specified in Section 2.2(d)
hereof.

"Notice  of  Issuance"  has  the  meaning  specified  in Section 2.15(b) hereof.

"Obligations"  means  (a)  all  obligations  of  any  nature (whether matured or
unmatured,  fixed  or  contingent, including the Reimbursement Obligations, and,
including  without  limitation, interest accruing after maturity of the Advances
and  interest  accruing  after  the filing of any petition in bankruptcy, or the
commencement  of  any insolvency, reorganization or like proceeding, relating to
the  Borrower,  whether or not a claim for post-filing or post-petition interest
is  allowed  in  such  proceeding)  of  the Borrower or any other Obligor to any
Lender, the Administrative Agent or any Affiliate of any Lender under any of the
Loan Documents, and (b) all obligations of the Borrower or any other Obligor for
losses,  damages, expenses or any other liabilities of any kind that any Lender,
the  Administrative Agent or any Affiliate of any Lender may suffer by reason of
a  breach  by  the  Borrower or any other Obligor of any obligation, covenant or
undertaking  with  respect  to  any  Loan  Document.

"Obligor"  means  the  Borrower  and  each  Guarantor.

"Operating  Lease"  means  any  operating  lease,  as  defined  in the Financial
Accounting  Standard  Board  Statement of Financial Accounting Standards No. 13,
dated  November,  1976  or  otherwise  in  accordance  with  GAAP.

"Other  Taxes"  has  the  meaning  specified  in  Section  2.14(b)  hereof.

"Ownership  Information"  has  the  meaning specified in Section 11.6(j) hereof.

"Participants"  has  the  meaning  specified  in  Section  11.6(c)  hereof.

"Participations"  has  the  meaning  specified  in  Section  11.6(c)  hereof.

"Payment  Date" means the last day of the Interest Period for any LIBOR Advance.

"PBGC"  means  the Pension Benefit Guaranty Corporation or any entity succeeding
to  any  or  all  of  its  functions  under  ERISA.

"Permitted  Liens"  means,  as  applied  to  any  Person:

(a)     Any Lien in favor of the Administrative Agent to  secure the Obligations
hereunder;

(b)     Liens  for  taxes,  assessments,  governmental charges, levies or claims
that are not yet delinquent or that are being diligently contested in good faith
by  appropriate  proceedings in accordance with Section 5.6 hereof and for which
adequate  reserves shall have been set aside on such Person's books, but only so
long  as  no  foreclosure,  restraint,  sale  or  similar  proceedings have been
commenced  with  respect  thereto;

(c)     Liens  of  carriers,  warehousemen,  mechanics,  laborers, landlords and
materialmen  and other similar Liens incurred in the ordinary course of business
or by operation of Law for sums not yet due or being contested in good faith, if
such  reserve  or  appropriate  provision,  if any, as shall be required by GAAP
shall  have  been  made  therefor;

(d)     Liens  incurred  or  deposits made in the ordinary course of business in
connection with worker's compensation, unemployment insurance, pensions or other
social  security  programs  or  similar  legislation;

(e)     Easements,  right-of-way, restrictions and other similar encumbrances on
the use of real property which do not interfere in any material respect with the
ordinary  conduct  of  the  business  of  such  Person;

(f)     Liens  arising  from filing Uniform Commercial Code financing statements
for  precautionary  purposes  relating  solely  to  operating leases of personal
property  permitted  by  this  Agreement  under which the Borrower or any of its
Subsidiaries  is  a  lessee;

(g)     Any zoning or similar law or right reserved to or vested in any Tribunal
to  control  or  regulate  the  use  of  any  real  property;

(h)     Liens  incurred  or  deposits  made  to  secure the performance of bids,
tenders,  leases,  trade  contracts  (other  than  for  Indebtedness), statutory
obligations, surety and appeal bonds, performance bonds and other obligations of
a  like  nature  incurred  in  the  ordinary  course  of  business;

(i)     Any  leases  or  subleases  currently  in  effect,  entered  into in the
ordinary  course  of  business  or  entered  into  in  compliance  with the Loan
Documents;

(j)     Any  Liens  which  are  described  on  Schedule  7.2  hereto  (and  any
replacement,  extension  or  renewal  thereof),  and  Liens  resulting  from the
refinancing  of the related Indebtedness, provided that the Indebtedness secured
thereby  shall  not be increased and the Liens shall not cover additional assets
of  the Borrower on or after the Agreement Date or the date of such refinancing,
as  the  case  may  be;  and

(k)     Liens  created  to  secure  the  purchase  price  of assets acquired (or
existing  on  property  at  the  time such property is acquired) by such Person,
which  are  created  solely for the purpose of financing the acquisition of such
assets and created at the time of acquisition or which exist against such assets
at  the time of acquisition thereof or within 180 days thereafter, provided that
(i)  each such Lien shall at all times be confined solely to the asset or assets
so acquired (and proceeds thereof), and refinancings of the Indebtedness secured
thereby  so long as any such Lien remains solely on the asset or assets acquired
(and  the proceeds thereof), (ii) the aggregate principal amount of Indebtedness
outstanding  at  any  time  secured by any Liens (including, without limitation,
clause  (j) above) shall not exceed 10% of Net Tangible Assets at such time, and
(iii)  the  aggregate consideration paid for such assets does not exceed 100% of
the  fair  market  value  of  such  assets.

"Permitted  Secured Indebtedness" means (a) Indebtedness of the Borrower and its
Subsidiaries secured by Liens described in clauses (j) and (k) of the definition
of  Permitted  Liens,  and  (b)  Indebtedness  under  the  Loan  Documents.

"Person"  means  an  individual,  corporation,  partnership,  limited  liability
company,  trust or unincorporated organization, or a government or any agency or
political  subdivision  thereof.

"Plan"  means  an  employee  benefit  plan  as  defined in Section 3(3) of ERISA
(including  a  Multiemployer  Plan)  pursuant  to  which  any  employees  of the
Borrower,  its Subsidiaries or any member of their Controlled Group participate.

"Pledge Agreement" means any Pledge Agreement executed by the Borrower or any of
its  Domestic  Subsidiaries,  substantially  in the form of Exhibit D hereto, as
amended,  supplemented,  modified,  renewed  or  otherwise restated from time to
time.

"Pretax  Net Income" means net profit (or loss) before taxes of the Borrower and
its  Subsidiaries,  on a consolidated basis, determined in accordance with GAAP.

"Prime  Rate" means, at any time, the prime interest rate announced or published
by  the  Reference  Lender  from  time  to  time  as  its reference rate for the
determination of interest rates for loans of varying maturities in United States
dollars  to  United  States residents of varying degrees of creditworthiness and
being  quoted at such time by the Reference Lender as its "prime rate;" it being
understood  that such rate may not be the lowest rate of interest charged by the
Reference  Lender.

"Qualifying  Date"  means  the  date  of  the  Collateral  Release  Event.

"Quarterly Date" means the last day of each March, June, September and December,
beginning  September  30,  1999.

"Redeemable  Stock"  means any Capital Stock of the Borrower or its Subsidiaries
which  prior to March 24, 2007 is (a) mandatorily redeemable (by sinking fund or
similar  payments  or  otherwise),  (b)  redeemable  at the option of the holder
thereof  or  (c)  convertible  into  Indebtedness.

"Redemption  Obligation"  means  that  certain  obligation  of  the  Borrower to
repurchase  Capital  Stock  of  the  Borrower  pursuant  to  Section 6.05 of the
Borrower's  Employee  Stock  Ownership  Plan,  effective  as of January 1, 1999.

"Reference Lender" means Bank of America; provided that if Bank of America shall
cease  to  be the Administrative Agent hereunder, Bank of America shall cease to
be  the  Reference  Lender, and the new Administrative Agent (after consultation
with the Borrower) shall, with notice to the Borrower and the Lenders, designate
itself  as  the  Reference  Lender.

"Register"  has  the  meaning  specified  in  Section  11.6(j)  hereof.

"Regulatory  Modification"  has  the  meaning  specified  in Section 9.5 hereof.

"Reimbursement  Obligations" means, in respect of any Letter of Credit as at any
date of determination, the sum of (a) the maximum aggregate amount which is then
available  to be drawn under such Letter of Credit plus (b) the aggregate amount
of  all  drawings  under such Letter of Credit not theretofore reimbursed by the
Borrower.

"Related Fund" means, with respect to any Lender which is a fund that invests in
loans,  any  other  fund  that  invests  in  loans  and  is  managed by the same
investment advisor as such Lender or by an Affiliate of such investment advisor.

"Release  Date"  means  the  date on which the Notes have been paid in full, all
other  Obligations  due  and owing have been paid and performed in full, and the
Commitments  have  been  terminated.

"Reportable  Event"  has  the  meaning  set  forth  in Section 4043(c) of ERISA.

"Required Facility A Term Loan Lenders" means, on any date of determination, any
combination of Lenders having more than 50% of the Facility A Term Loan Advances
then  outstanding.

"Required Facility B Term Loan Lenders" means, on any date of determination, and
combination of Lenders having more than 50% of the Facility B Term Loan Advances
then  outstanding.

"Required  Revolving  Credit  Lenders"  means, on any date of determination, any
combination  of  Lenders  whose Revolving Credit Specified Percentages aggregate
more  than  50%,  provided,  however,  in  the  event  that the Revolving Credit
Commitment  has  terminated,  "Required  Revolving Credit Lenders" means, on any
date  of  determination,  any combination of Lenders having more than 50% of the
Revolving  Credit  Advances  then  outstanding.

"Reserve  Requirement  "  means, at any time, the maximum rate at which reserves
(including, without limitation, any marginal, special, supplemental or emergency
reserves)  are  required  to be maintained under regulations issued from time to
time  by the Board of Governors of the Federal Reserve System (or any successor)
by member banks of the Federal Reserve System against "Eurocurrency liabilities"
(as  such  term  is  used  in Regulation D).  Without limiting the effect of the
foregoing,  the Reserve Requirement shall reflect any other reserves required to
be  maintained  by  such  member  banks  with  respect  to  (a)  any category of
liabilities  which  includes  deposits  by reference to which the Adjusted LIBOR
Rate  is  to be determined, or (b) any category of extensions of credit or other
assets  which include LIBOR Advances.  The Adjusted LIBOR Rate shall be adjusted
automatically  on  and  as  of  the  effective date of any change in the Reserve
Requirement.

"Responsible  Officer"  means,  of  any  Person,  the President, chief operating
officer,  chief  executive  officer,  chief  financial officer, chief accounting
officer  or  treasurer  of  such  Person.

"Restricted Payments" means, collectively, (a) Dividends, and (b) any payment or
prepayment  of principal, premium or penalty on any Indebtedness of the Borrower
or  any  of its Subsidiaries or any defeasance, redemption, purchase, repurchase
or  other  acquisition  or  retirement  for  value,  in whole or in part, of any
Indebtedness  (including, without limitation, the setting aside of assets or the
deposit  of funds therefor) other than payment of principal of such Indebtedness
at  regularly  scheduled  maturities.

"Revolving  Credit  Advance"  means  an  Advance made pursuant to Section 2.1(a)
hereof  or  Section  2.2(g) hereof in respect of a Swing Line Advance or Section
2.15(c)  hereof  in  respect  of  drawing  under  a  Letter  of  Credit.

"Revolving  Credit  Commitment" means the commitments of the Lenders, subject to
the terms and conditions of this Agreement, to make Revolving Credit Advances up
to  an  aggregate  principal amount of $350,000,000.00, as reduced or terminated
pursuant  to  Section  2.6  or  8.2  hereof.

"Revolving  Credit  Commitment  Maturity  Date" means September 24, 2004, or the
earlier date of termination in whole of the Revolving Credit Commitment pursuant
to  Section  2.6  or  8.2  hereof.

"Revolving  Credit  Note"  means  any Promissory Note of the Borrower evidencing
Revolving  Credit  Advances  hereunder,  substantially  in the form of Exhibit A
hereto,  together  with  any  extension,  renewal,  or  amendment  thereof,  or
substitution  therefor.

"Revolving  Credit Specified Percentage" means, as to any Lender, the percentage
indicated  beside  its  name  on  Schedule 1.1(a) hereto as its Revolving Credit
Specified  Percentage,  or  as  adjusted  or  specified in any amendment to this
Agreement  or  in  any  Assignment  Agreement.

"Rights"  means  rights,  remedies,  powers  and  privileges.

"Secured  Indebtedness"  means  all  Indebtedness  of  the  Borrower  and  its
Subsidiaries  secured  by  Liens.

"Solvent"  means,  with  respect  to  any  Person,  that  as  of  the  date  of
determination,  (a)  the  fair  saleable  value  of the assets of such Person is
greater  than  the  total  amount  of  liabilities  (including  contingent  and
unliquidated  liabilities)  of  such  Person, (b) such Person is able to pay the
probable  liabilities  on  such  Person's  then  existing  debts  as they become
absolute  and matured considering all financing alternatives and potential asset
sales  reasonably  available  to  such Person, and (c) such Person does not have
unreasonably  small  capital  with which to carry on its business.  In computing
the  amount  of  contingent  or  unliquidated  liabilities  at  any  time,  such
liabilities  will be computed at the amount which, in light of all the facts and
circumstances  existing  at such time, represents the amount that can reasonably
be expected to become an actual or matured liability discounted to present value
at  rates  believed  to  be  reasonable  by  such  Person.

"Special  Counsel"  means  the  law firm of Donohoe, Jameson & Carroll, P.C., or
such  other  legal  counsel  as  the  Administrative  Agent  may  select.

"Specified  Percentage"  means,  as  applicable  or as the context requires, the
Revolving  Credit  Specified  Percentage,  the  Facility  A  Term Loan Specified
Percentage  or  the  Facility  B  Term  Loan  Specified  Percentage.

"Subsidiary"  of  any  Person means any corporation, partnership, joint venture,
limited  liability  company,  trust  or  estate  or other Person of which (or in
which)  more  than  50%  of:

(a)     the outstanding capital stock having Voting Power to elect a majority of
the  Board of Directors of such corporation (irrespective of whether at the time
capital  stock  of any other class or classes of such corporation shall or might
have  Voting  Power  upon  the  occurrence  of  any  contingency),

(b)     the  interest  in  the  capital  or profits of such partnership or joint
venture,

(c)     the  beneficial  interest  of  such  trust  or  estate,  or

(d)     the  equity  interest  of  such  other  Person,

is  at  the time directly or indirectly owned by such Person, by such Person and
one or more of its Subsidiaries or by one or more of such Person's Subsidiaries;
provided,  however,  notwithstanding  anything above to the contrary, Subsidiary
shall  also mean and include any other Person the financial results of which are
consolidated  with  the  financial  results  of  the  Borrower pursuant to GAAP.

"Subsidiary  Guaranty"  means a guaranty, substantially in the form of Exhibit D
hereto,  executed  by  each  Domestic  Subsidiary  of  the Borrower, as amended,
supplemented,  modified,  renewed  or  otherwise  restated  from  time  to time.

"Swing  Line  Advance"  means an Advance made pursuant to Section 2.1(d) hereof.

"Swing  Line  Bank"  means  Bank  of  America,  N.A.  and  any successor thereto
appointed  in  accordance  with  Section  10.1(b)  hereof.

"Swing  Line  Facility"  has  the  meaning  specified  in Section 2.1(d) hereof.

"Syndication  Agent"  means  Wells  Fargo  Bank  (Texas),  N.A.

"Synthetic  Lease" means any synthetic lease, tax retention generating lease, or
off-balance  sheet  financing  product  where  such  transaction  is  considered
borrowed  money  indebtedness  for  tax  purposes  but which is classified as an
Operating  Lease  pursuant  to  GAAP.

"Tangible  Net  Worth"  means,  as  of any date of determination, the sum of the
following  for  the  Borrower  and  its  Subsidiaries,  on a consolidated basis,
determined  in  accordance  with  GAAP,  (a) Net Worth, minus (b) the sum of the
following  (without duplication in respect of items already deducted in arriving
at  Net  Worth):  the  book  value  of  all  assets  which  would  be treated as
intangible  assets  under  GAAP,  including  without  limitation,  goodwill,
trademarks,  copyrights,  patents,  organizational  expense  and  experimental
expense, deferred assets, unamortized debt discount and expense, any write-up in
the  book  value  of assets resulting from the revaluation thereof subsequent to
December  29,  1998.

"Taxes"  has  the  meaning  specified  in  Section  2.14(a)  hereof.

"Term  Loan  Advance"  means a Facility A Term Loan Advance or a Facility B Term
Loan  Advance.

"Total  Capitalization"  means,  as of any date of determination, the sum of the
following  for  the  Borrower  and  its  Subsidiaries,  on  a consolidated basis
determined in accordance with GAAP, (a) Net Worth, plus (b) the redemption value
of  common  Capital  Stock  of the Borrower and its Subsidiaries, plus (c) Total
Debt.

"Total Debt" means, as of any date of determination, determined for the Borrower
and  its  Subsidiaries on a consolidated basis, to the extent that the following
would  appear as a liability upon the consolidated balance sheet of the Borrower
and  its  Subsidiaries  in  accordance with GAAP:  (i) indebtedness for borrowed
money,  (ii)  obligations evidenced by bonds, debentures, notes or other similar
instruments, (iii) obligations to pay the deferred purchase price of property or
services  other than trade payables incurred in the ordinary course of business,
(iv) Capitalized Lease Obligations, and (v) obligations in respect of Redeemable
Stock  (excluding,  however,  the  Redemption  Obligation).

"Total  Specified  Percentage" means, as to any Lender, the percentage indicated
beside  its name on Schedule 1.1(a) hereto as its Total Specified Percentage, or
as adjusted or specified in any amendment to this Agreement or in any Assignment
Agreement,  as adjusted to account for any permanent reductions in the Revolving
Credit  Commitment and any payments of Facility A Term Loan Advances or Facility
B  Term  Loan  Advances.

"Tribunal"  means any (a) state, commonwealth, federal, foreign, territorial, or
other  court  or  government  body, subdivision, agency, department, commission,
board,  bureau,  or  instrumentality  of  a  governmental or other regulatory or
public  body  or  authority  or  (b)  private  arbitration  board  or  panel.

"UCC"  means the Uniform Commercial Code of Texas, as amended from time to time,
and  the  Uniform  Commercial  Code  applicable  in  such  other  states  as any
Collateral  may  be  located.

"Unsecured Indebtedness" means Indebtedness of the Borrower and its Subsidiaries
other  than  Secured  Indebtedness.

"Unsecured  Subordinated  Indebtedness" means Unsecured Indebtedness which is at
all  times  subordinated  to  the payment of the Obligations on terms reasonably
satisfactory  to  the  Administrative  Agent.

"Voting  Power" means, with respect to any Person, the power ordinarily (without
the  occurrence of a contingency) to elect the members of the board of directors
(or  persons  performing  similar  functions).

"Year  2000  Compliant"  has  the  meaning  specified  in Section 4.1(x) hereof.

Section  1.2  Amendments  and  Renewals.
----------------------------------------

Each  definition  of an agreement in this Article 1 shall include such agreement
as  amended  to  date, and as amended or renewed from time to time in accordance
with  its  terms,  but  only  with  the prior written consent of the Determining
Lenders  or  all  the  Lenders  as  required  pursuant  to Section 11.11 hereof.

Section  1.3  Construction.
---------------------------

The  terms  defined in this Article 1 (except as otherwise expressly provided in
this  Agreement)  for  all purposes shall have the meanings set forth in Section
1.1  hereof,  and  the singular shall include the plural, and vice versa, unless
otherwise  specifically  required  by the context.  All accounting terms used in
this  Agreement  which  are  not  otherwise defined herein shall be construed in
accordance  with  GAAP  on  a  consolidated  basis  for  the  Borrower  and  its
Subsidiaries,  unless  otherwise  expressly  stated  herein.


                                    ARTICLE 2

                                    Advances

Section  2.1  The  Advances
---------------------------

(a)     Revolving  Credit  Advances.  Each  Lender  with  a  Revolving  Credit
Specified  Percentage  severally  agrees,  upon  the  terms  and  subject to the
conditions  of this Agreement, to make Revolving Credit Advances to the Borrower
from  time to time to but not including the Revolving Credit Commitment Maturity
Date  in  an  aggregate  amount  not  to  exceed  its Revolving Credit Specified
Percentage  of  the  Revolving  Credit  Commitment  less  its  Revolving  Credit
Specified  Percentage  of  the  aggregate  amount  of  all  (i)  Reimbursement
Obligations  then  outstanding  (assuming  compliance  with  all  conditions  to
drawing)  and  (ii)  Swing  Line Advances then outstanding, for the purposes set
forth  in  Section  5.8 hereof.  Subject to Section 2.9 hereof, Revolving Credit
Advances  may  be  repaid and then reborrowed.  Notwithstanding any provision in
any Loan Document to the contrary, in no event shall the principal amount of all
outstanding  Revolving Credit Advances, Reimbursement Obligations and Swing Line
Advances  exceed  the  Revolving  Credit  Commitment.

(b)     Facility  A Term Loan Advances.  Each Lender with a Facility A Term Loan
Specified  Percentage  severally  agrees,  upon  the  terms  and  subject to the
conditions  of  this  Agreement,  to  make a Facility A Term Loan Advance to the
Borrower  on  the  Agreement Date in an amount equal to such Lender's Facility A
Term  Loan  Specified  Percentage of the Facility A Term Loan Commitment for the
purposes  set forth in Section 5.8 hereof.  Notwithstanding any provision in any
Loan  Document  to  the  contrary, in no event shall the principal amount of all
outstanding  Facility  A  Term  Loan  Advances  exceed  the Facility A Term Loan
Commitment.  Immediately  upon  the making of the Facility A Term Loan Advances,
the Facility A Term Loan Commitment shall be automatically terminated.  Facility
A  Term  Loan  Advances  may  not  be  repaid  and  then  reborrowed.

(c)     Facility  B Term Loan Advances.  Each Lender with a Facility B Term Loan
Specified  Percentage  severally  agrees,  upon  the  terms  and  subject to the
conditions  of  this  Agreement,  to  make a Facility B Term Loan Advance to the
Borrower  on  the  Agreement Date in an amount equal to such Lender's Facility B
Term  Loan  Specified  Percentage of the Facility B Term Loan Commitment for the
purposes  set forth in Section 5.8 hereof.  Notwithstanding any provision in any
Loan  Document  to  the  contrary, in no event shall the principal amount of all
outstanding  Facility  B  Term  Loan  Advances  exceed  the Facility B Term Loan
Commitment.  Immediately  upon  the making of the Facility B Term Loan Advances,
the Facility B Term Loan Commitment shall be automatically terminated.  Facility
B  Term  Loan  Advances  may  not  be  repaid  and  then  reborrowed.

(d)     Swing  Line  Advances.  The  Borrower may request the Swing Line Bank to
make,  and  the  Swing  Line  Bank  shall  make,  on  the  terms  and conditions
hereinafter  set  forth,  advances  ("Swing Line Advances") to the Borrower from
time  to  time  on any Business Day during the period from the Agreement Date to
the  Revolving  Credit Commitment Maturity Date in an aggregate principal amount
not  to  exceed at any time outstanding the lesser of (a) $20,000,000 and (b) an
amount  equal  to  the  Revolving  Credit  Commitment  minus  (i)  the aggregate
principal  amount  of  Revolving  Credit  Advances then outstanding and (ii) the
aggregate  amount  of all Reimbursement Obligations then outstanding (the "Swing
Line  Facility").  Each  Swing  Line Advance shall be in an amount not less than
$100,000.  Within the limits of the Swing Line Facility and subject to the terms
hereof,  Swing  Line  Advances  may  be  repaid  and  then  reborrowed.

(e)     Type  and  Number  of  Advances.  Any  Advance,  other than a Swing Line
Advance,  shall, at the option of the Borrower as provided in Section 2.2 hereof
(and,  in  the  case  of  LIBOR Advances, subject to the provisions of Article 9
hereof),  be made as a Base Rate Advance or a LIBOR Advance; provided that there
shall  not  be  outstanding, at any one time, more than ten Interest Periods for
LIBOR  Advances.

Section  2.2  Manner  of  Borrowing  and  Disbursement
------------------------------------------------------

(a)     Base Rate Advances.  In the case of Base Rate Advances (other than Swing
Line  Advances),  the  Borrower, through an Authorized Signatory, shall give the
Administrative Agent prior to 11:00 a.m., Dallas, Texas time, on the date of any
proposed Base Rate Advance irrevocable written notice, or irrevocable telephonic
notice  followed  immediately  by  written  notice, in substantially the form of
Exhibit  H  hereto  (a  "Notice  of  Borrowing")  (provided,  however,  that the
Borrower's  failure  to  confirm  any  telephonic  notice  in  writing shall not
invalidate  any notice so given), of its intention to borrow a Base Rate Advance
hereunder.  Such  Notice  of Borrowing shall specify the requested funding date,
which  shall  be  a Business Day, the amount of the proposed aggregate Base Rate
Advances  to  be made by Lenders, and whether such Advance is a Revolving Credit
Advance,  Facility  A  Term  Loan  Advance  or  Facility  B  Term  Loan Advance.

(b)     LIBOR Advances.  In the case of LIBOR Advances, the Borrower, through an
Authorized  Signatory,  shall  give  the  Administrative  Agent  at  least three
Business  Days'  irrevocable  written  notice,  or irrevocable telephonic notice
followed  immediately  by written notice (provided, however, that the Borrower's
failure  to  confirm  any  telephonic notice in writing shall not invalidate any
notice  so  given) pursuant to a Notice of Borrowing, of its intention to borrow
or  reborrow  a  LIBOR  Advance  hereunder.  Notice  shall  be  given  to  the
Administrative  Agent prior to 11:00 a.m., Dallas, Texas time, in order for such
Business  Day  to  count  toward  the  minimum number of Business Days required.
LIBOR  Advances  shall  in  all cases be subject to Article 9 hereof.  For LIBOR
Advances,  the  Notice  of  Borrowing  shall specify the requested funding date,
which  shall  be  a  Business  Day,  the  amount of the proposed aggregate LIBOR
Advances  to  be  made  by  Lenders,  whether such Advance is a Revolving Credit
Advance,  Facility  A  Term Loan Advance or Facility B Term Loan Advance and the
Interest  Period selected by the Borrower, provided that no such Interest Period
shall  extend past the Revolving Credit Commitment Maturity Date, the Facility A
Term  Loan  Maturity  Date  or  the  Facility  B  Term  Loan  Maturity  Date, as
appropriate, or prohibit or impair the Borrower's ability to comply with Section
2.5  or  2.8  hereof.

(c)     Swing  Line Advances.  In the case of Swing Line Advances, the Borrower,
through  an  Authorized  Signatory,  shall  give  the  Swing  Line  Bank and the
Administrative Agent prior to 12:00 noon, Dallas, Texas time, on the date of any
proposed  Swing  Line  Advance irrevocable telephonic notice (provided, however,
(i)  the  Borrower  shall deliver written notice at least once a week confirming
the telephonic notices given by the Borrower with respect to Swing Line Advances
during  the  immediately  preceding week and (ii) that the Borrower's failure to
confirm  any  telephonic  notice  in  writing shall not invalidate any notice so
given),  of  its  intention  to  borrow  or reborrow a Swing Line Advance.  Such
notice of borrowing shall specify (i) the requested funding date, which shall be
a  Business  Day,  and  (ii)  the  amount  of  the  proposed Swing Line Advance.

(d)     Continuation/Conversion.  Subject  to  Sections  2.1 and 2.9 hereof, the
Borrower shall have the option (i) to convert at any time all or any part of the
outstanding  Base  Rate  Advances  to  LIBOR Advances and all or any part of the
outstanding  LIBOR Advances to Base Rate Advances or (ii) upon expiration of any
Interest Period applicable to a LIBOR Advance, to continue all or any portion of
such  LIBOR  Advance equal to $5,000,000 and integral multiples of $1,000,000 in
excess  of  that amount as a LIBOR Advance and the succeeding Interest Period(s)
of  such  continued LIBOR Advance shall commence on the last day of the Interest
Period  of  the  LIBOR  Advance  to  be  continued; provided, however, (A) LIBOR
Advances may only be converted into Base Rate Advances on the expiration date of
the  Interest Period applicable thereto and (B) notwithstanding anything in this
Agreement  to  the  contrary,  no  outstanding Advance or portion thereof may be
continued  as,  or  converted into, a LIBOR Advance when any Default or Event of
Default  has  occurred  and  is  continuing.  Not later than 11:00 a.m., Dallas,
Texas time on the date of any proposed continuation of or a conversion to a Base
Rate  Advance  and  not later than 11:00 a.m., Dallas, Texas time at least three
Business  Days  prior  to  any proposed continuation of or conversion to a LIBOR
Advance,  the  Borrower,  through  an  Authorized  Signatory,  shall  give  the
Administrative  Agent  irrevocable  written  notice,  or  irrevocable telephonic
notice  followed  immediately  by  written  notice, in substantially the form of
Exhibit  I  hereto  (a  "Notice of Continuation/Conversion") (provided, however,
that  the  Borrower's  failure to confirm any telephonic notice in writing shall
not  invalidate  any  notice  so  given),  stating  (i)  the  proposed
conversion/continuation date (which shall be a Business Day), (ii) the amount of
the  Advance to be converted/continued, (iii) in the case of a conversion to, or
a  continuation  of, a LIBOR Advance, the requested Interest Period, and (iv) in
the  case  of  a  conversion  of  a  Base  Rate  Advance  to  a LIBOR Advance or
continuation of a LIBOR Advance, stating that no Default or Event of Default has
occurred  and  is  continuing.  If the Borrower shall fail to give any notice in
accordance with this Section 2.2(d) prior to the expiration of any then-relevant
Interest  Period with respect to any LIBOR Advance, the Borrower shall be deemed
irrevocably  to  have  requested  that such LIBOR Advance be converted to a Base
Rate  Advance  in  the  same  principal  amount.

(e)     Minimum  Amount.  The aggregate amount of Base Rate Advances (other than
Swing  Line  Advances)  to  be  made  by  the  Lenders  on any day shall be in a
principal  amount which is at least $1,000,000 and which is an integral multiple
of  $500,000; provided, however, that such amount may equal the unused amount of
the  applicable  Commitment.  The  aggregate amount of LIBOR Advances having the
same  Interest  Period  and  to  be made by the Lenders on any day shall be in a
principal  amount which is at least $5,000,000 and which is an integral multiple
of  $1,000,000.

(f)     Notice and Disbursement.  The Administrative Agent shall promptly notify
the  Lenders  of  each  notice (other than with respect to a Swing Line Advance)
received  from  the  Borrower  pursuant to this Section.  Each Lender shall, not
later than 2:00 p.m., Dallas, Texas time, on the date of any Advance, deliver to
the  Administrative  Agent,  at  its  address  set  forth  herein, such Lender's
Revolving Credit Specified Percentage, Facility A Term Loan Specified Percentage
or  Facility  B  Term  Loan  Specified  Percentage,  as the case may be, of such
Advance  in  immediately  available  funds in accordance with the Administrative
Agent's  instructions.  Prior  to  2:30 p.m., Dallas, Texas time, on the date of
any  Advance  hereunder, the Administrative Agent shall, subject to satisfaction
of the conditions set forth in Article 3, disburse the amounts made available to
the Administrative Agent by the Lenders by (i) transferring such amounts by wire
transfer pursuant to the Borrower's instructions, or (ii) in the absence of such
instructions,  crediting  such amounts to the account of the Borrower maintained
with  the  Administrative Agent.  All Revolving Credit Advances shall be made by
each  Lender  according  to  its  Revolving  Credit  Specified  Percentage.  All
Facility  A  Term  Loan  Advances  shall be made by each Lender according to its
Facility  A  Term  Loan Specified Percentage.  All Facility B Term Loan Advances
shall  be  made  by  each  Lender  in  accordance  with its Facility B Term Loan
Specified  Percentage.  Upon the request of any Lender, the Administrative Agent
shall  notify  such  Lender  of  the  aggregate  principal  amount of Swing Line
Advances  outstanding  at  such  time.

(g)     Swing  Line  Advances.  The  Swing  Line Bank shall, not later than 2:00
p.m.,  Dallas, Texas time, on the date of any Swing Line Advance, deliver to the
Administrative  Agent  at its address set forth herein, the amount of such Swing
Line  Advance  in  immediately  available  funds  in  accordance  with  the
Administrative Agent's instructions.  Prior to 2:30 p.m., Dallas, Texas time, on
the  date  of any Swing Line Advance, the Administrative Agent shall, subject to
the conditions set forth in Article 3, disburse the amount made available to the
Administrative  Agent by the Swing Line Bank by (i) transferring such amounts by
wire  transfer  pursuant to the Borrower's instruction or (ii) in the absence of
such  instructions,  crediting  such  amounts  to  the  account  of the Borrower
maintained  with  the  Administrative  Agent.  Swing  Line Advances shall be due
three  Business Days after demand.  Forthwith upon demand by the Swing Line Bank
at  any  time,  including  after a Default or Event of Default, and in any event
upon  the  making  of  the  direction  specified by Section 8.2 to authorize the
Administrative  Agent  to  declare  the Advances due and payable pursuant to the
provisions  of  Section  8.2,  each  Lender  with  a  Revolving Credit Specified
Percentage,  including  the  Swing Line Bank, notwithstanding the failure of the
Borrower  at  such  time to satisfy each condition specified in Article 3, shall
make  by  12:00  noon  (Dallas,  Texas time) on the first Business Day following
receipt  by  such  Lender of notice from the Swing Line Bank, a Revolving Credit
Advance  in an amount equal to the product of (i) the Revolving Credit Specified
Percentage  of such Lender times (ii) the aggregate outstanding principal amount
of  the  Swing  Line  Advances.  The  proceeds of such Revolving Credit Advances
shall be applied by the Administrative Agent to repay the outstanding Swing Line
Advances.  If  as  a  result  of  termination of the Revolving Credit Commitment
pursuant  to  any  Debtor  Relief  Law, the Lenders are prohibited from making a
Revolving  Credit  Advance  pursuant to the immediately preceding sentence, each
Lender  with  a  Revolving  Credit  Specified  Percentage, on the date that such
Revolving  Credit Advance was to have been made pursuant to this Section 2.2(g),
will  purchase  an  undivided  participation interest in the Swing Line Advances
equal  to  the  product of (i) the Revolving Credit Specified Percentage of such
Lender  times  (ii)  the  aggregate principal amount of the Swing Line Advances.
Each  Lender  with  a  Revolving  Credit  Specified  Percentage will immediately
transfer  to  the Swing Line Bank, in immediately available funds, the amount of
its  participation.

Section  2.3  Interest
----------------------

(a)  On Base  Rate  Advances.

     (i)  The  Borrower  shall  pay interest on the outstanding unpaid principal
amount  of  each  Base Rate Advance from the date such Base Rate Advance is made
until  such  Base  Rate  Advance  is  due  (whether  at  maturity,  by reason of
acceleration,  by  scheduled  reduction,  or  otherwise)  and repaid at a simple
interest  rate per annum equal to the Base Rate Basis for the Base Rate Advances
as in effect from time to time.  If at any time the Base Rate Basis would exceed
the  Highest  Lawful  Rate,  interest payable on the Base Rate Advances shall be
limited to the Highest Lawful Rate, but the Base Rate Basis shall not thereafter
be  reduced  below  the  Highest  Lawful Rate until the total amount of interest
accrued  on the Base Rate Advances equals the amount of interest that would have
accrued  if  the  Base  Rate  Basis  had  been  in  effect  at  all  times.

     (ii)  Subject  to  Section  11.9 hereof, interest on the Base Rate Advances
shall be computed on the basis of a year of 365 or 366 days, as appropriate, for
the  actual  number  of  days  elapsed,  and shall be payable in arrears on each
Quarterly  Date and on the Revolving Credit Commitment Maturity Date, Facility A
Term  Loan  Maturity Date or Facility B Term Loan Maturity Date, as appropriate.

(b)  On  LIBOR  Advances.

     (i)  The  Borrower  shall  pay interest on the outstanding unpaid principal
amount of each LIBOR Advance, from the date such Advance is made until it is due
(whether  at  maturity,  by  reason  of acceleration, by scheduled reduction, or
otherwise)  and  repaid,  at  a rate per annum equal to the LIBOR Basis for such
LIBOR  Advance.  The  Administrative  Agent,  whose  determination  shall  be
controlling  in  the  absence  of  demonstrable error, shall determine the LIBOR
Basis  on the second Business Day prior to the applicable funding, conversion or
continuation  date  and  shall notify the Borrower and the Lenders of such LIBOR
Basis.  The  Administrative Agent shall, at the request of the Borrower, furnish
such  information  concerning the calculation of the LIBOR Basis as the Borrower
may  reasonably  request.

     (ii)  Subject  to Section 11.9 hereof, interest on each LIBOR Advance shall
be  computed  on  the  basis  of  a  360-day  year for the actual number of days
elapsed,  and  shall be payable in arrears on the applicable Payment Date and on
the  Revolving  Credit  Commitment  Maturity Date, Facility A Term Loan Maturity
Date  or  Facility  B  Term  Loan  Maturity Date; provided, however, that if the
Interest Period for such LIBOR Advance exceeds three months, interest shall also
be  due  and  payable  in  arrears  on  each  three-month  anniversary  of  the
commencement  of  such  Interest  Period  during  such  Interest  Period.

(c)  On  Swing  Line  Advances.

     (i)  (The  Borrower  shall pay interest on the outstanding principal amount
of  such  Swing  Line  Advance, from the date of such Swing Line Advance is made
until it is due (whether by demand or otherwise) and repaid, at an interest rate
per annum equal to a fixed interest rate agreed to by the Borrower and the Swing
Line  Bank  for such Swing Line Advance, but in no event higher than the Highest
Lawful  Rate;  provided,  however, that at any time any Lender makes a Revolving
Credit  Advance  or  is  deemed  to  have  purchased, pursuant to Section 2.2(g)
hereof,  a  participation in a Swing Line Advance, such Revolving Credit Advance
or  Swing  Line Advance, as applicable, shall bear interest at the Default Rate.

     (ii)  Subject  to  Section 11.9 hereof, interest on each Swing Line Advance
shall  be  computed on the basis of a 360-day year for the actual number of days
elapsed,  and  shall  be  payable  in  arrears on each Quarterly Date and on the
Revolving  Credit  Commitment  Maturity  Date.

(d)    Interest  After  an  Event  of  Default.  Subject to Section 11.9 hereof,
(i)  after  an  Event  of  Default  (other  than  an  Event of Default specified
in  Section  8.1(e)  or  (f)  hereof) and during any continuance thereof, at the
option  of  the  Determining Lenders and after written notice to the Borrower by
the  Administrative  Agent,  and  (ii)  after  an  Event of Default specified in
Section  8.1(e)  or (f) hereof and during any continuance thereof, automatically
and  without  any  action  by  the  Administrative  Agent  or  any  Lender,  the
Obligations  shall  bear interest at a rate per annum equal to the Default Rate.
Such  interest  shall  be payable on the earlier of demand or the Maturity Date,
and shall accrue until the earlier of (i) waiver or cure of the applicable Event
of Default, (ii) agreement by the Determining Lenders to rescind the charging of
interest  at the Default Rate, or (iii) payment in full of the Obligations.  The
Lenders  shall  not be required to accelerate the maturity of the Advances or to
exercise  any  other  rights  or  remedies  under  the  Loan Documents to charge
interest  at the Default Rate.  The Lenders shall not be required to give notice
to  the  Borrower  of  the  decision  to  charge  interest  at the Default Rate.

Section  2.4  Fees.
-------------------

(a)  Facility  Fee.  Subject  to Section 11.9 hereof, the Borrower agrees to pay
to  the  Administrative  Agent,  for  the account of each Lender, a facility fee
("Facility  Fee")  in  an  amount  equal  to  the  product  of (i) such Lender's
Revolving  Credit  Specified  Percentage  multiplied  by  the  Revolving  Credit
Commitment multiplied (ii) by the following per annum percentages, applicable in
the  following  situations:

<TABLE>
<CAPTION>

Applicability                                                  Percentage
-------------                                                  ----------
<S>                                                            <C>
(a)  The Leverage Ratio is less than 3.00 to 1                      0.375
(b)  The Leverage Ratio is greater than or equal to 3.00 to 1       0.500
</TABLE>

Such  Facility Fee shall accrue beginning on the Agreement Date and shall be (i)
payable in arrears on each Quarterly Date and on the Revolving Credit Commitment
Maturity  Date,  fully  earned  when  due  and,  subject to Section 11.9 hereof,
nonrefundable when paid and (ii) subject to Section 11.9 hereof, computed on the
basis  of  a  360-day year, for the actual number of days elapsed.  The Facility
Fee shall be subject to reduction or increase, as applicable and as set forth in
the  table  above,  on  a  quarterly  basis  according to the performance of the
Borrower  as tested by using the Leverage Ratio as of the end of the most recent
Fiscal  Quarter  (calculated  for the twelve Fiscal Months preceding the date of
determination).  Any  such  increase or reduction in such fee shall be effective
on  the  date  which  is  two  Business Days after receipt by the Lenders of the
financial  statements  required  pursuant  to Section 6.1 or 6.2, as applicable,
hereof  and  the Compliance Certificate required pursuant to Section 6.3 hereof.
If  such financial statements and Compliance Certificate are not received by the
Lenders on the date required, the fee payable in respect of the Revolving Credit
Commitment shall be determined as if the Leverage Ratio is greater than or equal
to  3.00  to  1  until  such  time  as  such financial statements and Compliance
Certificate  are  received.  Notwithstanding  the  above, until such time as the
Lenders  shall  have  received  the financial statements required for the fourth
Fiscal  Quarter  of  the  Borrower's  1999  Fiscal  Year  and related Compliance
Certificate,  the  facility  fee shall be determined as if the Leverage Ratio is
greater  than  or  equal  to  3.00  to  1.

(b)  Closing Fee.  Subject to Section 11.9 hereof, the Borrower agrees to pay to
the  Administrative  Agent, for the account of each Lender, a closing fee in the
amounts specified in a letter agreement, dated as of the Agreement Date, between
the  Borrower  and  each  Lender  (the "Closing Fee Letter").  Such fee shall be
payable on the Agreement Date, and, subject to Section 11.9 hereof, fully-earned
when  due  and  nonrefundable  when  paid.

(c)  Other  Fees.  Subject to Section 11.9 hereof, the Borrower agrees to pay to
the  Administrative  Agent, for the account of (i) the Administrative Agent, the
fees  on  the  dates  and  in the amounts specified in the letter agreement (the
"Administrative  Agent Fee Letter"), dated as of the Agreement Date, between the
Borrower  and  the Administrative Agent, and (ii) Bank of America, N.A. and Banc
of  America Securities LLC the fees specified in the Fee Letter on the Agreement
Date.

Section  2.5  Prepayments.
--------------------------

(a)  Voluntary Prepayments.  Upon one Business Day's prior telephonic notice (to
be  promptly  followed  by  written  notice)  by  an Authorized Signatory to the
Administrative  Agent,  Base  Rate  Advances  may be voluntarily prepaid without
premium  or  penalty.  Upon  two  Business  Days' prior telephonic notice (to be
promptly  followed  by  written  notice)  by  an  Authorized  Signatory  to  the
Administrative Agent, LIBOR Advances may be voluntarily prepaid, without premium
or penalty, but only so long as the Borrower concurrently reimburses the Lenders
in  accordance  with  Section  2.9  hereof.  Any  notice  of prepayment shall be
irrevocable.

(b)  Mandatory  Prepayment.

     (i)  Commitment  Reductions.  On or before the date of any reduction of the
Revolving  Credit  Commitment,  the  Borrower  shall  first,  prepay  applicable
outstanding  Revolving Credit Advances and second, prepay Swing Line Advances in
an  amount necessary to reduce the sum of outstanding Revolving Credit Advances,
Swing  Line  Advances  and  Reimbursement  Obligations to an amount less than or
equal  to the Revolving Credit Commitment as so reduced.  To the extent required
by  the immediately preceding sentence, the Borrower shall first prepay all Base
Rate  Advances  and  shall thereafter prepay LIBOR Advances.  To the extent that
any  prepayment requires that a LIBOR Advance be repaid on a date other than the
last  day  of  its  Interest Period, the Borrower shall reimburse each Lender in
accordance  with  Section  2.9 hereof.  To the extent that outstanding Revolving
Credit  Advances,  Reimbursement  Obligations and Swing Line Advances exceed the
Revolving  Credit  Commitment  after  any  reduction thereof, the Borrower shall
repay  any  such  excess  amount  and  all accrued interest attributable to such
excess  Revolving  Credit  Advances,  Reimbursement  Obligations  and Swing Line
Advances  on  the  date  of  such  reduction.

     (ii)  Prepayments  from  Sales  of Assets.  Within two Business Days of the
receipt of Net Cash Proceeds from the sale or disposition by the Borrower or any
of  its  Subsidiaries  of  any  assets  (including  the  Capital  Stock  of  any
Subsidiary)  (other  than any such sales or dispositions permitted under Section
7.7  hereof  other  than Section 7.7(a)(vii) thereof), the Borrower shall prepay
Facility  A Term Loan Advances and Facility B Term Loan Advances in an aggregate
principal  amount  equal  to  100%  of such Net Cash Proceeds received.  At such
time,  if any, as the Facility A Term Loan Advances and the Facility B Term Loan
Advances  have  been  paid  in  full,  the Borrower shall prepay the outstanding
Revolving Credit Advances in an aggregate principal amount equal to 100% of such
Net  Cash  Proceeds received.  Each such prepayment shall be applied as provided
in  Section  2.5(c)  hereof.

(c)  Prepayments  and  Payments,  Generally.  Any  partial payment of a (i) Base
Rate  Advance  shall  be  in a principal amount which is at least $1,000,000 and
which is an integral multiple of $500,000 and (ii) a LIBOR Rate Advance shall be
in  a  principal  amount  which  is at least $5,000,000 and which is an integral
multiple of $1,000,000, and to the extent that any payment of a LIBOR Advance is
made  on  a  date  other  than the last day of its Interest Period, the Borrower
shall  reimburse each Lender (to the extent required) in accordance with Section
2.9  hereof.  Any  prepayment  of any Term Loan Advance shall (i) include and be
applied  to  accrued  interest  to  the date of such prepayment on the principal
amount  prepaid  and  (ii)  be  applied  pro rata to all of the unpaid scheduled
installment  payments  of  the  Facility A Term Loan Advances and the Facility B
Term  Loan  Advances,  in  each case pro rata based on the outstanding principal
amount  of  the  Facility  A  Term  Loan  Advances  and the Facility B Term Loan
Advances  then  unpaid.  Any prepayments required to be made pursuant to Section
2.5(b)(ii)  hereof  shall  (i)  not be subject to the notice and minimum payment
provisions  of  this  Section  2.5;  provided,  however,  the  Borrower shall be
required to reimburse each Lender for any loss, cost or expense incurred by each
Lender in connection with any such prepayment as set forth in Section 2.9 hereof
if  any prepayment results in a LIBOR Advance being paid on a day other than the
last  day of an Interest Period for such LIBOR Advance, (ii) be applied first to
Base  Rate Advances, if any, and then to LIBOR Advances, and (iii) be applied to
the  outstanding  Revolving  Credit  Advances, to the extent that the Facility A
Term Loan Advances and the Facility B Term Loan Advances shall have been paid in
full.

(d)  Prepayment  Waiver.  Any  Lender  holding Facility B Term Loan Advances may
elect  on  not  less  than  one  Business  Day's  prior  written  notice  to the
Administrative  Agent  with  respect  to any mandatory prepayment required to be
made  pursuant  to Section 2.5(b)(ii) hereof not to have such prepayment applied
to  such  Lender's  Facility B Term Loan Advances until all Facility A Term Loan
Advances  have  been paid in full, in which case the amount not so applied shall
be  applied  to  the  Facility  A  Term  Loan Advances and shall reduce the then
remaining  installments  of  Facility A Term Loan Advances pro rata based on the
outstanding  principal  amount of the Facility A Term Loan Advances then unpaid.

Section  2.6  Reduction  of  Commitment
---------------------------------------

(a)  Voluntary Reduction.  The Borrower shall have the right, upon not less than
5  Business  Days' notice by an Authorized Signatory to the Administrative Agent
(if  telephonic, to be confirmed by telex or in writing on or before the date of
reduction or termination), which shall promptly notify the Lenders, to terminate
or reduce the Revolving Credit Commitment.  Each partial termination shall be in
an  aggregate  amount  which  is  at  least  $5,000,000 and which is an integral
multiple  of  $1,000,000,  and  no  voluntary  reduction in the Revolving Credit
Commitment  shall  cause any LIBOR Advance to be repaid prior to the last day of
its  Interest  Period  unless  the  Borrower  shall  reimburse  each  Lender  in
accordance  with Section 2.9 hereof.  Any such reduction of the Revolving Credit
Commitment  shall  be applied pro rata among the Lenders based on the respective
Revolving  Credit  Specified  Percentages.

(b)  Mandatory  Reduction.  The Revolving Credit Commitment shall be permanently
reduced  by  the  amount  of  Revolving  Credit  Advances required to be prepaid
pursuant  to  Section  2.5(b)(ii)  hereof.  On  the  Revolving Credit Commitment
Maturity Date, the Revolving Credit Commitment shall be automatically reduced to
zero.

(c)  General  Requirements.  Upon  any  reduction  of  the  Revolving  Credit
Commitment  pursuant  to  this  Section,  the  Borrower shall immediately make a
repayment  of Revolving Credit Advances and/or Swing Line Advances in accordance
with  Section  2.5(b)  hereof.  The  Borrower  shall  reimburse  each  Lender in
connection  with  any  such payment in accordance with Section 2.9 hereof to the
extent  applicable.  The  Borrower  shall  not  have  any  right  to rescind any
termination or reduction.  Once reduced, the Revolving Credit Commitment may not
be  increased  or  reinstated.

Section  2.7  Non-Receipt  of  Funds  by  the  Administrative  Agent
--------------------------------------------------------------------

Unless  the  Administrative  Agent shall have been notified by a Lender prior to
the  date of any proposed Advance (which notice shall be effective upon receipt)
that  such Lender does not intend to make the proceeds of such Advance available
to  the  Administrative  Agent,  the  Administrative  Agent may assume that such
Lender  has  made  such  proceeds  available to the Administrative Agent on such
date,  and  the  Administrative  Agent may in reliance upon such assumption (but
shall not be required to) make available to the Borrower a corresponding amount.
If such corresponding amount is not in fact made available to the Administrative
Agent by such Lender, the Administrative Agent shall be entitled to recover such
amount  on  demand from such Lender (or, if such Lender fails to pay such amount
forthwith upon such demand, from the Borrower) together with interest thereon in
respect  of  each  day  during the period commencing on the date such amount was
available  to  the  Borrower  and  ending  on  (but  excluding)  the  date  the
Administrative  Agent  receives  such amount from (a) the Lender, at a per annum
rate  equal  to  the  lesser  of (i) the Highest Lawful Rate or (ii) the Federal
Funds Rate, or (b) the Borrower, at the per annum rate applicable at the time to
such  Advance.  No Lender shall be liable for any other Lender's failure to fund
an Advance hereunder.  The failure or refusal by any Lender to make available to
the  Administrative  Agent  the  proceeds  of  any Advance shall not relieve any
Lender  from  its  several obligation hereunder to make its Applicable Specified
Percentage  of  any  requested  Advance  available  to the Administrative Agent.

Section  2.8  Payment  of  Principal  of  Advances
--------------------------------------------------

(a)  Revolving Credit Advances.  To the extent not otherwise required to be paid
earlier  as  provided  herein,  the  principal  amount  of  the Revolving Credit
Advances  shall  be  due and payable on the Revolving Credit Commitment Maturity
Date.

(b)  Facility  A Term Loan Advances.  To the extent not otherwise required to be
paid  earlier  as  provided  herein, the principal amount of the Facility A Term
Loan  Advances shall be repaid on each Quarterly Date and on the Facility A Term
Loan  Maturity  Date  in such amounts as set forth next to each such date below:

<TABLE>
<CAPTION>

                      Amount of
                    Reduction of
                     Facility A
                     Term Loan
                    Advances as
Quarterly Date      of each Date
--------------      ------------
<S>                 <C>
March 31, 2000      $1,875,000
June 30, 2000       $1,875,000
September 30, 2000  $1,875,000
December 31, 2000   $1,875,000
March 31, 2001      $3,750,000
June 30, 2001       $3,750,000
September 30, 2001  $3,750,000
December 31, 2001   $3,750,000
March 31, 2002      $5,000,000
June 30, 2002       $5,000,000
September 30, 2002  $5,000,000
December 31, 2002   $5,000,000
March 31, 2003      $6,250,000
June 30, 2003       $6,250,000
September 30, 2003  $6,250,000
December 31, 2003   $6,250,000
March 31, 2004      $8,125,000
June 30, 2004       $8,125,000
September 24, 2004  $16,250,000
                    or such
                    other amounts
                    of Facility
                    A Term Loan
                    Advances then
                    outstanding
</TABLE>

(c)  Facility  B Term Loan Advances.  To the extent not otherwise required to be
paid  earlier  as  provided  herein, the principal amount of the Facility B Term
Loan  Advances shall be repaid on each Quarterly Date and on the Facility B Term
Loan  Maturity  Date  in such amounts as set forth next to each such date below:

<TABLE>
<CAPTION>


                     Amount of
                    Reduction of
                     Facility B
                     Term Loan
                    Advances as
Quarterly Date      of each Date
--------------      ------------
<S>                 <C>
March 31, 2000      $500,000
June 30, 2000       $500,000
September 30, 2000  $500,000
December 31, 2000   $500,000
March 31, 2001      $500,000
June 30, 2001       $500,000
September 30, 2001  $500,000
December 31, 2001   $500,000
March 31, 2002      $500,000
June 30, 2002       $500,000
September 30, 2002  $500,000
December 31, 2002   $500,000
March 31, 2003      $500,000
June 30, 2003       $500,000
September 30, 2003  $500,000
December 31, 2003   $500,000
March 31, 2004      $500,000
June 30, 2004       $500,000
September 30, 2004  $500,000
December 31, 2004   $500,000
March 31, 2005      $21,000,000
June 30, 2005       $21,000,000
September 30, 2005  $21,000,000
March 31, 2006      $21,000,000
June 30, 2006       $21,000,000
September 30, 2006  $21,000,000
December 31, 2006   $21,000,000
March 24, 2007      $22,000,000
                    or such other
                    amount of
                    Facility B
                    Term Loan
                    Advances then
                    outstanding
</TABLE>

(d)  Swing  Line  Advances.  To  the  extent  not  otherwise required to be paid
earlier  as provided herein, the outstanding principal amount of each Swing Line
Advance  shall  be  due  and  payable  on  its maturity date pursuant to Section
2.2(c)(iii)  hereof.

Section  2.9  Reimbursement.
----------------------------

Whenever  any  Lender  shall  sustain  or  incur  any  losses  or  reasonable
out-of-pocket  expenses in connection with (a) failure by the Borrower to borrow
any  LIBOR  Advance  after  having  given  notice  of its intention to borrow in
accordance with Section 2.2 hereof (whether by reason of the Borrower's election
not  to  proceed  or  the  non-fulfillment of any of the conditions set forth in
Article  3  hereof),  (b)  any prepayment for any reason of any LIBOR Advance in
whole  or  in  part  (including,  but  not  limited to, a prepayment pursuant to
Section  9.3(b)  hereof)  on  other  than  the  last  day  of an Interest Period
applicable  to  such  LIBOR  Advance  or  (c) any prepayment of any of its LIBOR
Advances  that is not made on any date specified in a notice of prepayment given
by  the  Borrower, the Borrower agrees to pay to any such Lender, within 30 days
after  demand by such Lender, an amount sufficient to compensate such Lender for
all  such  losses  (including  loss  of  anticipated  profits)  and  reasonable
out-of-pocket expenses, subject to Section 11.9 hereof.  A certificate as to any
amounts  payable  to any Lender under this Section 2.9 submitted to the Borrower
by  such  Lender  shall certify that such amounts were actually incurred by such
Lender  and  shall show in reasonable detail an accounting of the amount payable
and  the  calculations  used to determine in good faith such amount and shall be
conclusive  absent  demonstrable  error.

Section  2.10.  Manner  of  Payment
-----------------------------------

(a)  Payment  Timing  and  Type.  Each  payment  (including  prepayments) by the
Borrower  of  the  principal of or interest on the Advances, fees, and any other
amount  owed  under  this Agreement or any other Loan Document shall be made not
later  than  12:00  noon  (Dallas, Texas time) on the date specified for payment
under  this Agreement or such other Loan Document to the Administrative Agent at
the  Administrative  Agent's  office,  in  lawful  money of the United States of
America  constituting  immediately  available  funds.

(b)  Non-Business Day Payment.  If any payment under this Agreement or any other
Loan  Document  shall be specified to be made upon a day which is not a Business
Day,  it  shall  be  made  on  the  next succeeding day which is a Business Day,
unless,  with  respect  to  a  payment  due  in respect of a LIBOR Advance, such
Business  Day  falls  in  another calendar month, in which case payment shall be
made on the preceding Business Day.  Any extension of time shall in such case be
included  in  computing  interest  and  fees,  if  any,  in connection with such
payment.

(c)  Payments  Without  Deduction.  The  Borrower  agrees  to  pay  principal,
interest,  fees  and  all  other  amounts  due  under the Loan Documents without
deduction  for  set-off  or  counterclaim  or  any  deduction  whatsoever.

(d)  Apportionment  of  Payments.

     (i)  Prior to (A) the occurrence of an Event of Default and (B) delivery by
the  Determining  Lenders  of a Default Application Notice to the Administrative
Agent,  all  payments in respect of the Obligations under this Agreement and the
Notes  shall  be  applied  in  the  following  order:

     (1)  first, to pay the Administrative Agent's fees and expenses incurred on
behalf  of  the  Lenders  then  due  and  payable;

     (2)second,  to  pay  all  other fees then due and payable in respect of the
Advances  and  the  Reimbursement  Obligations  under  the  Loan  Documents;

     (3)  third,  to  pay  all  other  amounts other than principal and interest
(including,  without  limitation,  expense  reimbursements  and indemnities) not
otherwise  referred  in  clauses  (1) and (2) immediately preceding then due and
payable  in  respect of the Advances and the Reimbursement Obligations under the
Loan  Documents;

     (4)  fourth,  to  pay interest then due and payable on the Advances and the
Reimbursement  Obligations,  to  be  applied  in  accordance with the Applicable
Specified  Percentages  (except  that  (A) prior to the Lenders making Revolving
Credit  Advances pursuant to Section 2.2(g) hereof, all interest due and payable
on  the  Swing  Line Advances shall be payable to the Swing Line Bank and (B) at
such  time, if any, that the Lenders make a Revolving Credit Advance pursuant to
Section  2.2(g)  hereof,  the Administrative Agent shall distribute all interest
payments  in  respect  of  Swing Line Advances to the Lenders in accordance with
their  respective  Revolving  Credit  Specified  Percentages).

     (5)  fifth,  to  pay  principal  then  due  and payable on the Advances and
Reimbursement Obligations, to be applied in accordance with Applicable Specified
Percentages  (except  that  (A)  prior  to the Lenders making a Revolving Credit
Advance  pursuant to Section 2.2(g) hereof, all principal due and payable on the
Swing  Line  Advances  shall  be  payable to the Swing Line Bank and (B) at such
time,  if  any,  that  the  Lenders  make a Revolving Credit Advance pursuant to
Section  2.2(g)  hereof, the Administrative Agent shall distribute all principal
payments  in  respect  of  Swing Line Advances to the Lenders in accordance with
their  respective  Revolving  Credit  Specified  Percentages).

     (ii)  After  (A)  the  occurrence  of  an  Event  of Default and during the
continuance  thereof  and  (B)  the Determining Lenders shall have delivered the
notice  to  the  Administrative  Agent  to  apply  payments  in  respect  of the
Obligations  as  provided  in  this  Section 2.10(d)(ii) (a "Default Application
Notice"), all payments in respect of the Obligations and (proceeds of Collateral
and  payments  under  any Subsidiary Guaranty) shall be applied in the following
order:

     (1)  first, to pay the Administrative Agent's fees and expenses incurred on
behalf  of  the  Lenders  then  due  and  payable;

     (2)  second,  to  pay all other fees then due and payable in respect of the
Advances  and  the  Reimbursement  Obligations  under  the  Loan  Documents;

     (3)  third,  to  pay  all  other  amounts other than principal and interest
(including;  without  limitation,  expense  reimbursements  and indemnities) not
otherwise  referred to in clauses (1) and (2) immediately preceding then due and
payable  in  respect of the Advances and the Reimbursement Obligations under the
Loan  Documents;

     (4)  fourth,  to  pay interest then due and payable on the Advances and the
Reimbursement  Obligations,  ratably  in accordance with the aggregate amount of
interest  owed  to  each  Lender;  and

     (5)  fifth,  to  pay  principal  then  due  and payable on the Advances and
Reimbursement  Obligations,  and  in  the  case  of  proceeds  of Collateral and
payments  under  any  Subsidiary  Guaranty,  to pay any other obligations to any
Secured  Party (as defined in the Pledge Agreement) not covered in first through
fourth above, ratably among the Secured Parties in accordance with the aggregate
principal  amount of Advances and the Reimbursement Obligations and, in the case
of  proceeds  of  Collateral  or  payments  under  any  Subsidiary Guaranty, the
obligations  secured  or  guaranteed  thereby,  owed  to  each  Secured  Party.

Section  2.11  LIBOR  Lending  Offices.
---------------------------------------
Each  Lender's  initial  LIBOR  Lending Office is set forth opposite its name in
Schedule  1.1(b)  attached hereto.  Each Lender shall have the right at any time
and  from  time  to  time  to  designate  a different office of itself or of any
Affiliate  of such Lender as such Lender's LIBOR Lending Office, and to transfer
any  outstanding  LIBOR  Advance  to  such  LIBOR  Lending  Office.

Section  2.12  Sharing  of  Payments.
-------------------------------------
If  any  Lender shall obtain a payment (whether voluntary or involuntary, due to
the  exercise  of any right of set-off, or otherwise) on account of its Advances
(other  than  pursuant  to Sections 2.4(c), 2.14, 2.15(d), 9.3 or 9.5 hereof) in
excess  of  its  share  of payments made according to (a) before the Determining
Lenders have delivered a Default Application Notice to the Administrative Agent,
its  Applicable Specified Percentage, and (b) after the Determining Lenders have
delivered  a  Default  Application  Notice  to  the  Administrative  Agent,  the
percentage  that  the Advances owed to such Lender bears to the aggregate amount
of  Advances owed to all Lenders, then, in each case, such Lender shall purchase
from  each  other  Lender  such participation in the Advances made by such other
Lender  as shall be necessary to cause such purchasing Lender to share a ratable
portion  of  the  excess payment with each other Lender (based on its Applicable
Specified  Percentage,  if  the Determining Lenders have not delivered a Default
Application Notice to the Administrative Agent, and based on the percentage that
the  Advances owed to such Lender bears to the aggregate amount of Advances owed
to  all Lenders, if the Determining Lenders have delivered a Default Application
Notice  to  the  Administrative  Agent);  provided,  however, that if all or any
portion  of  such  excess  payment  is thereafter recovered from such purchasing
Lender,  the  purchase shall be rescinded and the purchase price restored to the
extent  of  such  recovery,  but without interest.  The Borrower agrees that any
Lender  so  purchasing  a  participation  from  another  Lender pursuant to this
Section,  to the fullest extent permitted by law, may exercise all its rights of
payment  (including  the right of set-off) with respect to such participation as
fully  as  if such Lender were the direct creditor of the Borrower in the amount
of  such  participation.

Section  2.13  Calculation  of  LIBOR  Rate.
--------------------------------------------

The  provisions  of this Agreement relating to calculation of the LIBOR Rate are
included  only  for  the  purpose  of  determining the rate of interest or other
amounts  to be paid hereunder that are based upon such rate, it being understood
that  each  Lender  shall be entitled to fund and maintain its funding of all or
any  part  of  a  LIBOR  Advance  as  it  sees  fit.

Section  2.14  Taxes
--------------------

(a)  Any and all payments by the Borrower hereunder shall be made, in accordance
with  Section  2.10  hereof, free and clear of and without deduction for any and
all  present  or  future  taxes,  levies,  imposts,  deductions,  charges  and
withholdings,  and  all liabilities with respect thereto, excluding, in the case
of each Lender and the Administrative Agent, (i) taxes imposed on, based upon or
measured  by  its overall net income, net worth or capital, and franchise taxes,
doing  business  taxes or minimum taxes imposed on it, by the jurisdiction under
the  laws  of which such Lender or the Administrative Agent (as the case may be)
is  organized  or in which it has its applicable lending office or any political
subdivision  thereof;  (ii) taxes imposed by reason of failure by such Lender or
the Administrative Agent (as the case may be) to comply with the requirements of
paragraph  (e)  of this Section 2.14; (iii) in the case of any Lender, any taxes
in  the nature of transfer, stamp, recording or documentary taxes resulting from
a  transfer (other than as a result of foreclosure) by such Lender of all or any
portion  of  its  interest  in  this  Agreement,  the  Notes  or  any other Loan
Documents;  and  (iv)  taxes, levies, imposts, deductions, charges, withholdings
and  liabilities which are finally judicially determined by a court of competent
jurisdiction  to  have  arisen  as  a  result  of  gross  negligence  or willful
misconduct  of  the  Administrative  Agent  or any Lender (all such non-excluded
taxes,  levies, imposts, deductions, charges, withholdings and liabilities being
hereinafter  referred  to as "Taxes").  If the Borrower shall be required by Law
to  deduct or withhold any Taxes from or in respect of any sum payable hereunder
to  any  Lender  or  the  Administrative  Agent, to the extent not prohibited by
Applicable  Law,  (x)  the sum payable shall be increased as may be necessary so
that  after  making  all  required  deductions  for  Taxes (including deductions
applicable  to  additional  sums payable under this Section 2.14) such Lender or
the  Administrative  Agent  (as the case may be) receives an amount equal to the
sum  it  would  have received had no such deductions been made, (y) the Borrower
shall  make  such  deductions  and (z) the Borrower shall pay the full amount of
Taxes  deducted  to  the  relevant  taxation  authority  or  other  authority in
accordance  with  Applicable  Law.

(b)  In  addition,  the Borrower agrees to pay any and all stamp and documentary
taxes  and  any  and  all  other  excise and property taxes, charges and similar
levies  (other  than  those  described  in  clauses  (iii) and (iv) of the first
sentence  of Section 2.14(a)) that arise from any payment made hereunder or from
the  execution,  delivery or registration of, or otherwise with respect to, this
Agreement or any other Loan Document (hereinafter referred to as "Other Taxes").

(c)  The  Borrower  will  indemnify each Lender and the Administrative Agent for
the  full  amount  of  Taxes and Other Taxes (including, without limitation, any
Taxes  or  Other Taxes imposed by any jurisdiction on amounts payable under this
Section  2.14)  paid by such Lender or the Administrative Agent (as the case may
be)  and  all  liabilities  (including penalties, additions to tax, interest and
reasonable  expenses)  arising  therefrom or with respect thereto whether or not
such  Taxes  or  Other  Taxes  were  correctly  or  legally asserted, other than
penalties,  additions to tax, interest and expenses which are finally judicially
determined  by  a  court of competent jurisdiction to have arisen as a result of
gross  negligence  or  willful  misconduct  on  the  part  of such Lender or the
Administrative  Agent.  This  indemnification  shall be made within 30 days from
the  date  such  Lender  or  the Administrative Agent (as the case may be) makes
written  demand  therefor.

(d)  Within  30  days  after the date of any payment of Taxes, the Borrower will
furnish  to  the  Administrative  Agent  the  original  or a certified copy of a
receipt evidencing payment thereof.  For purposes of this Section 2.14 the terms
"United  States" and "United States Person" shall have the meanings set forth in
Section  7701  of  the  Code.

(e)Each  Lender  which  is  not  a  United  States  Person  hereby  agrees that:

     (i)  it  shall,  no  later  than  the  Agreement Date (or, in the case of a
Lender which becomes a party hereto pursuant to Section 11.6 after the Agreement
Date,  the date upon which such Lender becomes a party hereto) and at such times
as  necessary  in  the  reasonable determination of the Borrower, deliver to the
Borrower  through  the  Administrative  Agent, with a copy to the Administrative
Agent:

     (A)  if  any  lending  office  is  located  in  the  United States, two (2)
accurate  and complete signed originals of Internal Revenue Service Form 4224 or
any  successor  form  thereto  ("Form  4224"),

     (B)  if  any  lending  office is located outside the United States, two (2)
accurate  and complete signed originals of Internal Revenue Service Form 1001 or
any  successor  form  thereto  ("Form  1001"),

in  each  case  establishing that such Lender is on the date of delivery thereof
entitled  to  receive  payments  of  principal, interest, fees, or other amounts
payable  at  such  lending office or lending offices under this Agreement or any
other  Loan Document free from deduction or withholding of United States federal
income  tax;

     (ii)  if  at  any  time  such  Lender changes its lending office or lending
offices  or  selects  an additional lending office it shall, at the same time or
reasonably  promptly  thereafter,  but  only  to the extent the forms previously
delivered  by  it  hereunder  are  not effective with respect to such changed or
additional  lending  office  or lending offices, deliver to the Borrower through
the  Administrative  Agent,  with  a  copy  to  the  Administrative  Agent,  in
replacement  for  the  forms  previously  delivered  by  it  hereunder:

     (A)  if  such changed or additional lending office is located in the United
States,  two  (2)  accurate  and  complete  signed  originals  of  Form 4224; or

     (B)  otherwise,  two  (2)  accurate  and  complete signed originals of Form
1001,

in  each  case  establishing  that  such  Lender  is  on  the  date  of delivery
thereof  entitled  to  receive  payments  of principal, interest, fees, or other
amounts  payable  at  such  changed  or  additional  lending  office  under this
Agreement  or  any  other  Loan  Document  free from deduction of withholding of
United  States  federal  income  tax;

     (iii)  it  shall,  before  or  promptly  after  the occurrence of any event
(including  the passing of time but excluding any event mentioned in clause (ii)
above)  requiring  a change in the most recent Form 4224 or Form 1001 previously
delivered  by  such Lender and if the delivery of the same be lawful, deliver to
the Borrower through the Administrative Agent, with a copy to the Administrative
Agent, two (2) accurate and complete original signed copies of Form 4224 or Form
1001,  in  each  case  establishing  that such Lender is on the date of delivery
thereof  entitled  to  receive  payments  of principal, interest, fees, or other
amounts  payable  under  this  Agreement  or  any  other Loan Document free from
deduction or withholding of United States federal income tax, in replacement for
the  forms  previously  delivered  by  such  Lender;

     (iv)  it  shall,  promptly upon the request of the Borrower to that effect,
deliver  to  the  Borrower  such  other forms or similar documentation as may be
required  from time to time by any applicable law, treaty, rule or regulation in
order  to  establish  such  Lender's  tax  status  for  withholding  purposes;

     (v)  it  shall  notify  the Borrower promptly after any event (including an
amendment  to  or a change in any applicable law or regulation or in the written
interpretation  thereof by any regulatory authority or any judicial authority or
by  ruling  applicable to such Lender of any governmental authority charged with
the  interpretation  or  administration  of any law) shall occur that results in
such  Lender  no longer being capable of receiving payments under this Agreement
without  any  deduction  or withholding of United States federal income tax; and

     (vi)  if  such  Lender is not a "bank" or other person described in Section
881(c)(3)  of  the  Code  and  cannot  deliver  either Form 4224 or Form 1001, a
statement  that  such  Lender  is not a "bank" under Section 881(c)(3)(A) of the
Code  and  two  original  copies  of  Internal  Revenue Service Form W-8 (or any
successor  form),  properly  completed  and  duly  executed  by  such  Lender.

(f)  Without  prejudice  to  the survival of any other agreement of the Borrower
hereunder,  the  agreements  and  obligations  of the Borrower contained in this
Section  2.14  shall  survive  the  payment  in  full  of  the  Obligations.

(g)  Each  Lender  (and the Administrative Agent with respect to payments to the
Administrative  Agent  for  its  own  account)  agrees that (i) it will take all
reasonable  actions  by  all  usual  means  to  maintain all exemptions, if any,
available  to  it  from  United  States  withholding taxes (whether available by
treaty,  existing  administrative  waiver  or  by  virtue of the location of any
Lender's  lending  office),  and (ii) it will use reasonable efforts (consistent
with  its  internal  policy and legal and regulatory restrictions) to change the
jurisdiction  of  its lending office, if the making of such a change would avoid
the  need  for,  or  reduce the amount of, any such additional amounts which may
thereafter  accrue  and  would  not,  in  the  sole  judgment of such Lender, be
disadvantageous  to  such  Lender;  provided,  however,  no  Lender  nor  the
Administrative Agent shall be obligated by reason of this Section 2.14(g) to (a)
disclose  any  information  regarding  its  tax  affairs  or tax computations or
reorder  its  tax  or  other affairs or tax or other planning or (b) contest the
payment  of  any  Taxes or Other Taxes.  Subject to the foregoing, to the extent
the  Borrower  pays  sums  pursuant  to  this Section 2.14 and the Lender or the
Administrative  Agent  receives  a  refund of any or all of such sums, the party
receiving  such  refund  shall  promptly  pay over all such refunded sums to the
Borrower,  provided  that no Default or Event of Default is in existence at such
time.  At  such  time, if any, that such Default or Event of Default is cured or
waived,  the  party  receiving  such  refund  shall  promptly  pay over all such
refunded  sums  to  the  Borrower.

Section  2.15  Letters  of  Credit
----------------------------------

(a)  The  Letter of Credit Facility.  The Borrower may request the Issuing Bank,
on  the  terms  and  conditions hereinafter set forth, to issue, and the Issuing
Bank  shall,  if  so  requested,  issue,  one  or more Letters of Credit for the
account  of  the  Borrower and/or any of its Subsidiaries (provided that, if any
Letter of Credit is issued for the account of any Subsidiary, the Borrower shall
be  jointly  and severally liable with respect to such Letter of Credit pursuant
to the terms of the Letter of Credit Agreement (as defined below) governing such
Letter  of  Credit)  from  time to time on any Business Day from the date of the
initial  Advance  until  the  Revolving  Credit  Commitment  Maturity Date in an
aggregate  maximum  amount  (assuming compliance with all conditions to drawing)
not  to  exceed,  at  any  time  outstanding, the lesser of (i) $50,000,000 (the
"Letter  of  Credit  Facility") and (ii) an amount equal to the Revolving Credit
Commitment minus the aggregate principal amount of Revolving Credit Advances and
Swing  Line  Advances  then  outstanding.  No  Letter  of  Credit  shall have an
expiration  date (including all rights of renewal) later than the earlier of (i)
ten days prior to the Revolving Credit Commitment Maturity Date or (ii) one year
after  the  date  of  issuance  thereof  (provided that any Letter of Credit may
provide  for the renewal thereof for additional periods of up to one year, which
in  no event extend beyond the date referred to in clause (i) of this sentence).
Immediately  upon the issuance of each Letter of Credit (or upon satisfaction of
the  conditions  precedent set forth in Sections 3.1 and 3.2 hereof with respect
to  the  Existing  Letters  of Credit), the Issuing Bank shall be deemed to have
sold  and  transferred  to  each  Lender  with  a  Revolving  Credit  Specified
Percentage,  and  each Lender with a Revolving Credit Specified Percentage shall
be  deemed  to  have  purchased and received from the Issuing Bank, in each case
irrevocably  and  without any further action by any party, an undivided interest
and  participation  in  such  Letter  of Credit, each drawing thereunder and the
obligations  of  the  Issuing Bank under this Agreement in respect thereof in an
amount  equal  to  the  product  of (x) such Lender's Revolving Credit Specified
Percentage  times (y) the maximum amount available to be drawn under such Letter
of  Credit  (assuming  compliance  with  all conditions to drawing).  Within the
limits  of  the Letter of Credit Facility, and subject to the limits referred to
above,  the  Borrower  may  request the issuance of Letters of Credit under this
Section  2.15(a),  repay  any  Revolving Credit Advances resulting from drawings
thereunder  pursuant  to  Section  2.15(c)  hereof  and  request the issuance of
additional  Letters  of  Credit  under  this  Section  2.15(a).

(b)  Request  for  Issuance.  Each Letter of Credit shall be issued upon notice,
given  not  later than 11:00 a.m. (Dallas, Texas time) on the third Business Day
prior  to  the  date  of  the proposed issuance of such Letter of Credit, by the
Borrower  to  the  Issuing  Bank  and  the Administrative Agent.  Each Letter of
Credit  shall  be  issued  upon notice given in accordance with the terms of any
separate  agreement  between  the  Borrower  and  the  Issuing  Bank in form and
substance reasonably satisfactory to the Borrower and the Issuing Bank providing
for  the  issuance of Letters of Credit pursuant to this Agreement (a "Letter of
Credit  Agreement"), provided that if any terms and conditions of such Letter of
Credit  Agreement are inconsistent with or more restrictive than this Agreement,
this  Agreement  shall  control.  Each  such  notice  of issuance of a Letter of
Credit  by  the  Borrower  (a  "Notice  of  Issuance")  shall be by telephone or
telecopier, specifying therein, in the case of a Letter of Credit, the requested
(i)  date  of such issuance (which shall be a Business Day), (ii) maximum amount
of  such  Letter of Credit, (iii) expiration date of such Letter of Credit, (iv)
name  and  address  of the beneficiary of such Letter of Credit, and (v) form of
such Letter of Credit and specifying such other information as shall be required
pursuant  to  the relevant Letter of Credit Agreement.  Upon sending each Notice
of Issuance to the Issuing Bank, the Borrower shall promptly send a copy thereof
to  the  Administrative  Agent.  If the requested terms of such Letter of Credit
are  acceptable  to  the  Issuing Bank in its reasonable discretion, the Issuing
Bank  will, upon fulfillment of the applicable conditions set forth in Article 3
hereof,  make  such  Letter  of  Credit  available to the Borrower at its office
referred  to  in Section 11.1 hereof or as otherwise agreed with the Borrower in
connection  with  such  issuance.  No  less  than  once each calendar month, the
Issuing  Bank  shall give a summary report of the issued and outstanding Letters
of Credit to the Administrative Agent, in form and substance satisfactory to the
Administrative  Agent.

(c)  Drawing  and  Reimbursement.  The  payment  by  the Issuing Bank of a draft
drawn  under  any  Letter  of  Credit  shall constitute for all purposes of this
Agreement  the  making  by the Issuing Bank of a Revolving Credit Advance, which
shall  bear  interest  at  the Base Rate Basis, in the amount of such draft (but
without  any requirement for compliance with the conditions set forth in Article
3  hereof);  provided,  however,  if as a result of termination of the Revolving
Credit  Commitment  pursuant  to  any  Debtor  Relief  Law  the  Issuing Bank is
prohibited  from  making  a  Revolving  Credit  Advance,  the  obligation of the
Borrower  to repay the Issuing Bank the amount of such draft shall bear interest
at  the Base Rate Basis.  In the event that a drawing under any Letter of Credit
is  not  reimbursed  by  the  Borrower by 12:00 noon (Dallas, Texas time) on the
first  Business  Day  after such drawing, the Issuing Bank shall promptly notify
Administrative  Agent,  which  shall notify each other Lender.  Each such Lender
shall,  on  the first Business Day following such notification, make a Revolving
Credit  Advance  (or,  if  as a result of any Debtor Relief Law, the Lenders are
prohibited  from  making  a Revolving Credit Advance, each Lender shall fund its
participation purchased pursuant to Section 2.15(a) hereof by making such amount
available  to  the  Administrative Agent), which shall bear interest at the Base
Rate  Basis,  and  shall  be used to repay the applicable portion of the Issuing
Bank's  Advance with respect to such Letter of Credit, in an amount equal to the
amount  of  its  participation  in such drawing for application to reimburse the
Issuing  Bank  (but  without  any requirement for compliance with the applicable
conditions  set  forth  in  Article  3  hereof)  and shall make available to the
Administrative  Agent  for  the  account  of the Issuing Bank, by deposit at the
Administrative  Agent's  office,  in same day funds, the amount of such Advance.
In the event that any Lender fails to make available to the Administrative Agent
for the account of the Issuing Bank the amount of such Advance, the Issuing Bank
shall  be  entitled  to  recover such amount on demand from such Lender together
with interest thereon at a rate per annum equal to the lesser of (i) the Highest
Lawful  Rate  or  (ii)  the  Federal  Funds  Rate.

(d)  Increased  Costs.  If,  (i) any change or phase-in after the Agreement Date
in  any  Law  or  in the interpretation thereof by any Tribunal charged with the
administration  thereof  or  (ii)  compliance  by  a  Lender with any Law or any
guideline  or  requirement  from  any  central  bank or Tribunal (whether or not
having  the  force  of  law)  adopted  or  promulgated  after the Agreement Date
(including  any  implementation  of  the  Basle  Accord  or similar guideline or
requirement adopted, promulgated or becoming effective after the Agreement Date)
shall  either (A) impose, modify or deem applicable any reserve, special deposit
or  similar  requirement  against  letters of credit or guarantees issued by, or
assets  held  by,  or deposits in or for the account of, the Issuing Bank or any
Lender  or  any  corporation  controlling  the Issuing Bank or any Lender or (B)
impose  on  the  Issuing  Bank  or any Lender or any corporation controlling the
Issuing  Bank  or any Lender any other condition regarding this Agreement or any
Letter  of  Credit,  and  the  result  of any event referred to in the preceding
clause  (A)  or  (B)  shall  be  to increase the cost to the Issuing Bank or any
corporation controlling the Issuing Bank of issuing or maintaining any Letter of
Credit or to any Lender or any corporation controlling such Lender of purchasing
any  participation  therein  or  making  any Advance pursuant to Section 2.15(c)
hereof  ("Increased  Letter of Credit Costs"), then, within 30 days after demand
by  the Issuing Bank or such Lender, the Borrower shall, subject to Section 11.9
hereof,  pay  to the Issuing Bank or such Lender, from time to time as specified
by  the Issuing Bank or such Lender, additional amounts that shall be sufficient
to  compensate  the  Issuing  Bank or such Lender or any corporation controlling
such  Lender for such Increased Letter of Credit Costs.  A certificate as to the
amount  of  such  Increased Letter of Credit Costs, submitted to the Borrower by
the  Issuing  Bank  or  such Lender, shall certify that such Increased Letter of
Credit Costs were actually incurred by the Issuing Bank or such Lender and shall
show  in  reasonable  detail  an  accounting  of  the  amount  payable  and  the
calculation  used to determine in good faith such amount and shall be conclusive
absent demonstrable error.  In determining such amount, the Issuing Bank or such
Lender  may  use  any  reasonable  averaging  or  attribution  method.

(e)  Obligations Absolute.  The obligations of the Borrower under this Agreement
with  respect  to  any  Letter of Credit, any Letter of Credit Agreement and any
other  agreement or instrument relating to any Letter of Credit or any Revolving
Credit  Advance  pursuant  to  Section 2.15(c) hereof shall be unconditional and
irrevocable,  and  shall  be  paid strictly in accordance with the terms of this
Agreement,  such  Letter  of  Credit  Agreement  and  such  other  agreement  or
instrument under all circumstances, including, without limitation, the following
circumstances:

     (i)  any  lack  of  validity or enforceability of this Agreement, any other
Loan Document, any Letter of Credit Agreement, any Letter of Credit or any other
agreement  or  instrument  relating  thereto  (collectively,  the  "L/C  Related
Documents");

     (ii)  (A)  any change in the time, manner or place of payment of, or in any
other  term  of, all or any of the Obligations of the Borrower in respect of the
Letters  of  Credit  or any Revolving Credit Advance pursuant to Section 2.15(c)
hereof  or (B) any other amendment or waiver of or any consent to departure from
all  or  any  of  the  L/C  Related  Documents;

     (iii)  the existence of any claim, set-off, defense or other right that the
Borrower  may  have  at  any time against any beneficiary or any transferee of a
Letter  of  Credit  (or  any  Persons  for whom any such beneficiary or any such
transferee  may  be  acting),  the Issuing Bank, any Lender or any other Person,
whether  in connection with this Agreement, the transactions contemplated hereby
or  by  the  L/C  Related  Documents  or  any  unrelated  transaction;

     (iv)  any  statement  or  any  other  document  presented under a Letter of
Credit  proving to be forged, fraudulent, invalid or insufficient in any respect
or  any  statement  therein being untrue or inaccurate in any respect, except to
the  extent  that  any such forged, fraudulent, invalid, insufficient, untrue or
inaccurate  statement  was  relied  upon as a result of the Issuing Bank's gross
negligence  or  willful  misconduct;

     (v)  payment  by  the  Issuing  Bank  under  a  Letter  of  Credit  against
presentation  of  a  draft or certificate that does not comply with the terms of
the  Letter of Credit, except for any payment made upon the Issuing Bank's gross
negligence  or  willful  misconduct;

     (vi)  any  exchange,  release  or  non-perfection of any Collateral, or any
release  or  amendment  or waiver of or consent to departure from any guarantee,
for  all  or any of the Obligations of the Borrower in respect of the Letters of
Credit  or  any  Revolving Credit Advance pursuant to Section 2.15(c) hereof; or

     (vii)  any  other  circumstance  or  happening  whatsoever,  whether or not
similar  to  any  of  the  foregoing,  including,  without limitation, any other
circumstance  that  might  otherwise  constitute  a  defense  available to, or a
discharge  of,  the Borrower or a guarantor, other than the Issuing's Bank gross
negligence  or  willful  misconduct.

(f)  Compensation  for  Letters  of  Credit.

     (i)  Letter  of  Credit  Fee.  Subject to Section 11.9 hereof, the Borrower
shall  pay  to the Administrative Agent for the account of the Lenders according
to their Revolving Credit Specified Percentages, a per annum fee (which shall be
payable  quarterly in arrears on each Quarterly Date and on the Revolving Credit
Commitment  Maturity  Date)  equal to the product of (A)(i) the Applicable LIBOR
Rate  Margin in effect from time to time for Revolving Credit Advances plus (ii)
the  per  annum  percentage component of the Facility Fee as provided in Section
2.4(a)  hereof  multiplied by (B) the average daily amount available for drawing
under  all  outstanding Letters of Credit.  Subject to Section 11.9 hereof, such
fee  shall  be  computed on the basis of a 360-day year for the actual number of
days  elapsed.

     (ii)  Fronting Fee.  Subject to Section 11.9 hereof, the Borrower shall pay
to  the  Administrative  Agent  for  the account of the Issuing Bank a per annum
fronting fee (which shall be payable quarterly in arrears on each Quarterly Date
and  on the Revolving Credit Commitment Maturity Date) in an amount equal to the
product  of  0.125% multiplied by the average daily amount available for drawing
under  all  outstanding Letters of Credit.  Subject to Section 11.9 hereof, such
fee  shall  be  computed on the basis of a 360-day year for the actual number of
days  elapsed.

     (iii)  Administrative  Fee.  Subject  to  Section 11.9 hereof, the Borrower
shall pay, with respect to each amendment, renewal or transfer of each Letter of
Credit  and  each drawing made thereunder, reasonable documentary and processing
charges in accordance with the Issuing Bank's standard schedule for such charges
in  effect  at  the time of such amendment, renewal, transfer or drawing, as the
case  may  be.

(g)  L/C  Cash  Collateral  Account.

     (i)  Upon  the  occurrence  of  an  Event  of  Default  and  demand  by the
Administrative Agent pursuant to Section 8.2(c) hereof (except in the case of an
Event  of  Default specified in Section 8.1(e) or (f) hereof, without any demand
or  taking  of  any other action by the Administrative Agent or any Lender), the
Borrower  will promptly pay to the Administrative Agent in immediately available
funds an amount equal to the maximum amount then available to be drawn under the
Letters  of  Credit  then  outstanding.  Any  amounts  so  received  by  the
Administrative Agent shall be deposited by the Administrative Agent in a deposit
account  maintained  by  the  Administrative  Agent  (the  "L/C  Cash Collateral
Account").

     (ii)  As  security for the payment of all Reimbursement Obligations and for
any  other  Obligations,  the Borrower hereby grants, conveys, assigns, pledges,
sets  over  and  transfers  to  the Administrative Agent (for the benefit of the
Issuing  Bank and Lenders), and creates in the Administrative Agent's favor (for
the  benefit  of the Issuing Bank and Lenders) a Lien in, all money, instruments
and  securities  at any time held in or acquired in connection with the L/C Cash
Collateral Account, together with all proceeds thereof.  The L/C Cash Collateral
Account shall be under the sole dominion and control of the Administrative Agent
and  the Borrower shall have no right to withdraw or to cause the Administrative
Agent  to withdraw any funds deposited in the L/C Cash Collateral Account during
the  continuance  of  any  Event of Default.  At any time and from time to time,
upon  the Administrative Agent's reasonable request, the Borrower promptly shall
execute  and  deliver  any  and  all  such  further  instruments  and documents,
including  UCC  financing  statements,  as  may  be  necessary,  appropriate  or
desirable  in  the Administrative Agent's reasonable judgment to obtain the full
benefits (including perfection and priority) of the security interest created or
intended  to  be  created  by  this  paragraph (ii) and of the rights and powers
herein  granted.  The  Borrower  shall not create or suffer to exist any Lien on
any  amounts  or  investments held in the L/C Cash Collateral Account other than
the  Lien  granted  under  this  paragraph  (ii).

     (iii)  The  Administrative  Agent shall (A) apply any funds in the L/C Cash
Collateral  Account on account of Reimbursement Obligations when the same become
due  and payable, (B) after the Revolving Credit Commitment Maturity Date, apply
any  proceeds  remaining  in  the  L/C  Cash Collateral Account first to pay any
unpaid  Obligations  then outstanding hereunder and then to refund any remaining
amount  to  the  Borrower.

     (iv)  The Borrower, no more than once in any calendar month, may direct the
Administrative Agent to invest the funds held in the L/C Cash Collateral Account
(so  long  as  the  aggregate  amount of such funds exceeds any relevant minimum
investment  requirement)  in (A) Cash and Cash Equivalents or direct obligations
of  the  United  States  or any agency thereof, or obligations guaranteed by the
United  States  or  any  agency  thereof  and  (B)  one  or  more other types of
investments  permitted  by  the  Determining  Lenders,  in  each  case with such
maturities  as  the  Borrower,  with the consent of the Determining Lenders, may
specify,  pending  application  of  such  funds  on  account  of  Reimbursement
Obligations  or  on  account  of  other Obligations, as the case may be.  In the
absence  of any such direction from the Borrower, the Administrative Agent shall
invest  the  funds  held  in  the  L/C  Cash  Collateral Account (so long as the
aggregate  amount  of  such  funds  exceeds  any  relevant  minimum  investment
requirement)  in  one  or  more  types  of  investments  with the consent of the
Determining  Lenders  with such maturities as the Administrative Agent, with the
consent  of  the Determining Lenders, may determine, pending application of such
funds  on  account  of  Reimbursement  Obligations  or  on  account  of  other
Obligations,  as  the  case  may  be.  All such investments shall be made in the
Administrative  Agent's  name  for  the  account  of the Lenders, subject to the
ownership  interest  therein  of the Borrower.  The Borrower recognizes that any
losses  or  taxes  with respect to such investments shall be borne solely by the
Borrower,  and  the  Borrower  agrees  to  hold the Administrative Agent and the
Lenders  harmless  from  any  and  all such losses and taxes, the Administrative
Agent  may  liquidate  any investment held in the L/C Cash Collateral Account in
order  to  apply the proceeds of such investment on account of the Reimbursement
Obligations  as  provided  in  Section 2.15(g)(iii) hereof (or on account of any
other  Obligation  then  due  and payable, as the case may be) without regard to
whether  such  investment  has  matured and without liability for any penalty or
other  fee  incurred  (with  respect  to  which  the  Borrower  hereby agrees to
reimburse  the  Administrative  Agent)  as  a  result  of  such  application.

     (v)  After the establishment of the L/C Cash Collateral Account pursuant to
Section  2.15(g)(i)  hereof,  the Borrower shall pay to the Administrative Agent
the  fees  customarily  charged  by the Administrative Agent with respect to the
maintenance  of  accounts  similar  to  the  L/C  Cash  Collateral  Account.

     (vi)  At  such  time  as  no  Event  of  Default  is  in  existence,  the
Administrative  Agent  shall  return  any  amount  remaining  in  the  L/C  Cash
Collateral  Account  to  the  Borrower.

                                    ARTICLE 3

                              Conditions Precedent

Section  3.1  Conditions  Precedent  to  the  Initial  Advances  and the Initial
--------------------------------------------------------------------------------
Letters  of  Credit.
--------------------

The  obligation  of  each  Lender  to  make  its  initial  Advance(s)  (and,  if
applicable, participate in the Existing Letters of Credit) and the obligation of
the Issuing Bank to issue the initial Letter of Credit is subject to (i) receipt
by the Administrative Agent of the following items which are to be delivered, in
form  and  substance reasonably satisfactory to each Lender, with a copy (except
for  the Notes and this Agreement) for each Lender, and (ii) satisfaction of the
following  conditions  which  are  to  be  satisfied:

(a)  A  loan certificate of each Obligor required by the Administrative Agent to
be delivered certifying as to the accuracy of its representations and warranties
in  the  Loan  Documents,  certifying,  in the case of any such Obligor, that no
Default  or Event of Default has occurred, including a certificate of incumbency
with  respect  to  each  Authorized  Signatory,  and including (i) a copy of the
articles  or  certificate  of incorporation or other organizational documents of
such  Obligor,  certified  to  be true, complete and correct by the secretary of
state  of  its  state  of  organization,  (ii)  a  copy of a certificate of good
standing and a certificate of existence for its state of organization and in the
case  of  any  such  Obligor,  each  state  in  which the nature of its business
requires  it  to  be  qualified  to  do business, (iii) a copy of such Obligor's
bylaws,  partnership  agreement  or  similar  document,  certified  to  be true,
complete  and  correct  by its secretary or general partner, as the case may be,
and  (iv)  a copy of corporate or similar resolutions authorizing the execution,
delivery  and  performance of the Loan Documents to be executed by such Obligor;

(b)  a  certificate  of  incumbency with respect to each Authorized Signatory of
each  Obligor  not  required  to be delivered pursuant to clause (a) immediately
above,  together with a copy of corporate or similar resolutions authorizing the
execution, delivery and performance of the Loan Documents to be executed by such
Obligor;

(c)  a  duly  executed  Revolving  Credit  Note,  Facility  A Term Loan Note and
Facility  B  Term  Loan Note, payable to the order of each Lender with a related
Commitment and in an amount for each Lender equal to its Specified Percentage of
each  such  Commitment,  respectively, and has specifically requested such Note;

(d)  opinions  of  counsel  to each Obligor addressed to the Lenders and in form
and  substance  reasonably  satisfactory to the Administrative Agent and Special
Counsel, dated the Agreement Date, and covering certain of the matters set forth
in  Sections  4.1(a),  (b),  (c),  (h),  (m), (n) and (p) and such other matters
incident  to the transactions contemplated hereby as the Administrative Agent or
Special  Counsel  may  reasonably  request;

(e)  reimbursement for the Administrative Agent for Special Counsel's reasonable
and  customary  fees  (on  an  hourly  basis)  and expenses rendered through the
Agreement  Date;

(f)  evidence  that all proceedings of each Obligor taken in connection with the
transactions  contemplated  by this Agreement and the other Loan Documents shall
be reasonably satisfactory in form and substance to the Administrative Agent and
Special  Counsel; and the Administrative Agent shall have received copies of all
documents  or  other  evidence which the Administrative Agent or Special Counsel
may  reasonably  request  in  connection  with  such  transactions;

(g)  any  fees  or  any  expenses required to be paid pursuant to Section 2.4(b)
hereof,  the  Administrative  Agent  Fee  Letter and the Arrangement Fee Letter;

(h)  simultaneously  with  the  making  of  the initial Advances, executed UCC-3
Termination Statements to be filed in appropriate jurisdictions to terminate all
Liens  against  assets of the Borrower and its Subsidiaries other than Permitted
Liens  (or written agreements from each holder of such Liens to promptly execute
such  Termination  Statements);

(i)  all  Indebtedness  of  the  Borrower  and  its  Subsidiaries  not otherwise
permitted  pursuant  to Sections 7.1 and 7.2 hereof shall have been (or shall be
simultaneously with the initial Advances hereunder) refinanced or repaid in full
and all obligations of the Borrower and its Subsidiaries under such Indebtedness
shall  terminate;

(j)  the  duly  executed  Subsidiary  Guaranty executed by all Guarantors (which
shall  be  all  Subsidiaries  of  the  Borrower  which  are not Non-Guarantors);

(k)  the  Schedule  of  Non-Guarantors  in  the  form of Schedule 1.1(e) hereto;

(l)  duly  executed  Pledge Agreements, granting a first priority perfected Lien
in  all  Collateral covered thereby, together with related financing statements,
stock  powers  and  stock  certificates  evidencing ownership of (i) 100% of the
issued  and  outstanding Capital Stock of each such Domestic Subsidiary and (ii)
65%  of the issued and outstanding Capital Stock of each such Foreign Subsidiary
which  has  the  Borrower  or  a  Domestic  Subsidiary  as  its  direct  parent;

(m)  this  Agreement  duly  executed  by  the Borrower and each Lender as of the
Agreement  Date;  and

(n)  in  form  and substance reasonably satisfactory to the Administrative Agent
and  Special  Counsel, such other documents, instruments and certificates as the
Administrative Agent or any Lender may reasonably require in connection with the
transactions  contemplated  hereby.

Section  3.2  Conditions  Precedent  to  All  Advances  and  Letters  of Credit.
--------------------------------------------------------------------------------

The  obligation  of  each  Lender  to make each Advance hereunder (including the
initial Advances) and the obligation of the Issuing Bank to issue or extend each
Letter  of  Credit  (including  the  initial  Letter  of  Credit)  is subject to
fulfillment  of  the  following  conditions  immediately  prior  to  or
contemporaneously  with  each  such  Advance  or  issuance  or  extension:

(a)     With  respect to each Advance and each issuance or extension of a Letter
of  Credit, all of the representations and warranties of the Borrower under this
Agreement, which, pursuant to Section 4.2 hereof, are made at and as of the time
of  each  such Advance or issuance or extension, shall be true and correct, both
before and after giving effect to the application of the proceeds of the Advance
or  Letter  of  Credit;

(b)     The  incumbency  of the Authorized Signatories shall be as stated in the
certificate  of incumbency delivered in the Borrower's loan certificate pursuant
to  Section  3.1(a)  or  3.1(b)  or  as subsequently modified and reflected in a
certificate  of  incumbency  delivered to the Administrative Agent.  The Lenders
may,  without waiving this condition, consider it fulfilled and a representation
by  the Borrower made to such effect if no written notice to the contrary, dated
on  or  before  the date of such Advance or Letter of Credit, is received by the
Administrative  Agent  from  the Borrower prior to the making of such Advance or
issuance  or  extension  of  such  Letter  of  Credit;

(c)     There  shall  not  exist  a  Default  or  Event  of  Default  hereunder;

(d)     The  aggregate  Advances  and  Letters of Credit, after giving effect to
such  proposed  Advance  or  Letter  of  Credit,  shall  not  exceed the maximum
principal  amount  then  permitted  to  be  outstanding  hereunder;

(e)     No  order,  judgment, injunction or decree of any Tribunal shall purport
to  enjoin or restrain any Lender or the Issuing Bank from making any Advance or
issuing  or  extending  any  Letter  of  Credit;

(f)     There  shall  be  no  Litigation  pending against, or, to the Borrower's
knowledge, threatened against the Borrower or any of its Subsidiaries, or in any
other  manner  relating  directly  and  adversely  to the Borrower or any of its
Subsidiaries,  or any of their respective properties, in any court or before any
arbitrator  of  any  kind  or  before  or  by  any governmental body which could
reasonably  be  expected  to  have  a  Material  Adverse  Effect;  and

(g)     There  shall  have  occurred no material adverse change in the business,
assets,  operations,  prospects  or  conditions  (financial or otherwise) of the
Borrower  and  its  Subsidiaries,  taken  as  a  whole, since December 29, 1998.

Notwithstanding the above, the obligation of each Lender with a Revolving Credit
Specified  Percentage  to  make  a  Revolving Credit Advance pursuant to Section
2.2(g)  (or fund its participation in respect of Swing Line Advances pursuant to
Section  2.2(g))  and  Section  2.15(c) (or fund its participation in respect of
Letters  of  Credit  pursuant  to  Section  2.15(c))  shall  be  absolute  and
unconditional and shall not be affected by any circumstances, including, without
limitation,  (i)  the  occurrence  of  any Default or Event of Default, (ii) the
failure  of the Borrower to satisfy any condition set forth in this Section 3.2,
or  (iii)  any  other  circumstance, happening or event whatsoever, except that,
notwithstanding  clauses  (i),  (ii) and (iii) immediately above, the conditions
precedent  set  forth  in  Sections  3.1  and 3.2 with respect to the Swing Line
Advance  or the Letter of Credit for which such Revolving Credit Advance is made
pursuant to Section 2.2(g) or 2.15(c) (or, in either case, participation funded)
shall  have  been satisfied in full at the time of the making of such Swing Line
Advance  or  the  issuance  or  extension  of  such  Letter  of  Credit.

Section  3.3  Conditions  Precedent  to  Conversions  and  Continuations.
-------------------------------------------------------------------------

The  obligation  of the Lenders to convert any existing Base Rate Advance or any
portion  thereof  into a LIBOR Advance or to continue any existing LIBOR Advance
is  subject  to  the  condition precedent that on the date of such conversion or
continuation  no  Default  or  Event  of  Default  shall  have  occurred  and be
continuing  or  would result from the making of such conversion or continuation.
The  acceptance  of  the benefits of each such conversion and continuation shall
constitute  a representation and warranty by the Borrower to each of the Lenders
that  no  Default  or  Event of Default shall have occurred and be continuing or
would  result  from  the  making  of  such  conversion  or  continuation.


                                    ARTICLE 4

                         Representations and Warranties

Section  4.1  Representations  and  Warranties.
-----------------------------------------------

The  Borrower  hereby  represents  and  warrants  to  each  Lender  as  follows:

(a)     Organization;  Power;  Qualification.  As  of  the  Agreement  Date, the
respective jurisdiction of organization or incorporation of the Borrower and its
Subsidiaries  and  the percentage ownership by the Borrower and its Subsidiaries
of  any  Subsidiary  listed on Schedule 4.1(a) are true and correct.  All of the
outstanding  Capital  Stock  of  the  Borrower  and  its Subsidiaries is validly
issued,  fully paid and non-assessable.  The Capital Stock of each Guarantor has
been  pledged  pursuant  to the Pledge Agreements.  Each of the Borrower and its
Subsidiaries  is  a  corporation  or  other legal Person duly organized, validly
existing  and  in  good standing under the laws of its state of incorporation or
organization.  Each of the Borrower and its Subsidiaries has the legal power and
authority  to  own  its properties and to carry on its business as now being and
hereafter  proposed to be conducted, except where the failure to have such power
and  authority  could  not  reasonably  be  expected  to have a Material Adverse
Effect.  Each  of the Borrower and its Subsidiaries is authorized to do business
and  is  duly  qualified  and in good standing in each jurisdiction in which the
character  of  its  properties  or  the  nature  of  its  business requires such
qualification  or  authorization, except where the failure to be so qualified or
authorized  could  not reasonably be expected to have a Material Adverse Effect.

(b)     Authorization.  The  Borrower  has  the  legal  power  and has taken all
necessary  legal  action to authorize it to borrow and request Letters of Credit
hereunder.  Each  of  the  Borrower and its Subsidiaries has the legal power and
has  taken  all  necessary legal action to execute, deliver and perform the Loan
Documents  to  which  it  is  party  in accordance with the terms thereof and to
consummate  the  transactions contemplated thereby.  Each Loan Document has been
duly  executed  and  delivered  by  the Borrower or its Subsidiary executing it.
Each of the Loan Documents to which the Borrower or any of its Subsidiaries is a
party  is  a  legal,  valid  and  binding  obligation  of  the  Borrower or such
Subsidiary, as applicable, enforceable in accordance with its terms, subject, to
enforcement  of  remedies,  to  the  following  qualifications:  (i)  equitable
principles  generally,  and  (ii)  Debtor  Relief  Laws (insofar as any such law
relates  to  the  bankruptcy, insolvency or similar event of the Borrower or any
such  Subsidiary).

(c)     Compliance with Other Loan Documents and Contemplated Transactions.  The
execution,  delivery and performance by the Borrower and its Subsidiaries of the
Loan  Documents  to which they are respectively a party, and the consummation of
the  transactions  contemplated  thereby,  do  not  and will not (i) require any
consent  or  approval  necessary  on  or prior to the Agreement Date not already
obtained,  (ii)  violate  any  Applicable  Law, (iii) conflict with, result in a
breach  of,  or  constitute  a default under the certificate of incorporation or
by-laws  or  other applicable organizational documents of the Borrower or any of
its  Subsidiaries,  (iv)  conflict  with, result in a breach of, or constitute a
default  under  any  Necessary  Authorization,  indenture,  agreement  or  other
instrument,  to  which  the Borrower or any of its Subsidiaries is a party or by
which  they  or  their  respective  properties may be bound, or (v) result in or
require  the  creation  or  imposition  of  any Lien upon or with respect to any
property  now  owned  or  hereafter  acquired  by  the  Borrower  or  any of its
Subsidiaries.

(d)     Business.  The  Borrower  is a holding company, and its Subsidiaries are
engaged  primarily  in  the  operation  of  private  clubs  (including  city,
city/athletic,  athletic and country clubs), resorts, golf clubs and public golf
facilities  through  sole  ownership, partial ownership (including joint venture
interests)  and  management  agreements  and  other  activities related thereto,
including,  but  not  limited  to,  the  hospitality  business.

(e)     Licenses,  etc.  All  Necessary  Authorizations have been duly obtained,
and  are  in full force and effect without any known conflict with the rights of
others  and  free from any unduly burdensome restrictions.  The Borrower and its
Subsidiaries  are  and  will  continue  to  be in compliance with all provisions
thereof,  except  to  the  extent  that  any  such  failure  to comply could not
reasonably  be  expected  to  have  a  Material Adverse Effect.  No circumstance
exists which could reasonably be expected to impair the utility of the Necessary
Authorizations or the right to renew such Necessary Authorizations the effect of
which  could  reasonably  be  expected  to  have  a Material Adverse Effect.  No
Necessary  Authorization  is  the  subject of any pending or, to the best of the
Borrower's  knowledge,  threatened  challenge,  suspension,  cancellation  or
revocation,  the effect of which could reasonably be expected to have a Material
Adverse  Effect.

(f)     Compliance  with  Law.  The  Borrower  and  its  Subsidiaries  are  in
compliance  in  all  respects  with  all  Applicable  Laws  (including,  without
limitation,  all  Applicable Environmental Laws), except where the failure to so
comply  could  not  reasonably  be  expected  to have a Material Adverse Effect.

(g)     Title  to Properties.  The Borrower and its Subsidiaries have good title
to,  or  a  valid  leasehold  or subleasehold interest in, all of their material
assets.  None  of their assets are subject to any Liens, except Permitted Liens.
No  financing statement or other Lien filing (except relating to Permitted Liens
and  other  Liens  for which releases and UCC-3 Termination Statements have been
obtained  pursuant  to  Section  3.1(h)  hereof)  is  on  file  in  any state or
jurisdiction  that  names  the  Borrower or any of its Subsidiaries as debtor or
covers  (or  purports  to  cover)  any  assets  of  the  Borrower  or any of its
Subsidiaries,  except  for  financing  statements or other Lien filings securing
Indebtedness  with  respect  to  which the requirements of Section 3.1(h) hereof
have been satisfied.  The Borrower and its Subsidiaries have not signed any such
financing statement or filing, nor any security agreement authorizing any Person
to  file  any  such  financing statement or filing (except relating to Permitted
Liens).

(h)     Litigation.  Except  as disclosed in writing to the Lenders prior to the
Agreement Date, as of the Agreement Date there is no Litigation pending against,
or,  to the Borrower's current actual knowledge, threatened against the Borrower
or  any  of  its  Subsidiaries,  or  in  any  other manner relating directly and
adversely to the Borrower or any of its Subsidiaries, or any of their respective
properties,  in  any  court or before any arbitrator of any kind or before or by
any  governmental  body  in  which  the  amount  claimed  in an aggregate amount
(excluding  liabilities  for  which  credit  worthy  insurance  companies  have
acknowledged  coverage)  exceeds  $1,000,000.

(i)     Taxes.  All federal, state and other tax returns of the Borrower and its
Subsidiaries  required  by  law  to be filed have been duly filed, or extensions
have  been  timely  filed,  and  all  Taxes  shown to be due and payable on such
returns,  have  been  paid,  unless  the  same are being diligently contested in
accordance  with  Section 5.6 hereof.  The charges, accruals and reserves on the
books of the Borrower and its Subsidiaries in respect of their Taxes are, in the
reasonable  judgment  of  the  Borrower,  adequate.

(j)     Financial  Statements;  Material  Liabilities.

     (i)  The  Borrower  has  heretofore  delivered  to  Lenders the (A) audited
consolidated  balance sheets of the Borrower and its Subsidiaries as at December
29,  1998,  and  the related statements of earnings and changes in shareholders'
equity  and  statement  of  cash  flows  for  the Fiscal Year then ended and (B)
unaudited consolidated balance sheets of the Borrower and its Subsidiaries as at
June  15,  1999  and  the  related  statements  of  earnings  and  changes  in
shareholders'  equity  and statement of cash flows for the six-month period then
ended  (the  "Financial Statements").  The Financial Statements were prepared in
conformity with GAAP and fairly present, in all material respects, the financial
position  of  the  Borrower  and its Subsidiaries as at the date thereof and the
combined  results  of  operations and cash flows for the period covered thereby.

     (ii)  The  projected  financial  statements  of  the  Borrower  and  its
Subsidiaries,  delivered  to  the  Lenders prior to or on the Agreement Date are
based  on  good  faith  estimates  and assumptions made by the management of the
Borrower  and believed to be reasonable at the time made, it being recognized by
the  Lenders  that  such projections as to future events are not to be viewed as
facts  and  that actual results during the period or periods covered by any such
projections  may  differ  from  the  projected  results.

     (iii)  The  financial  statements  of  the  Borrower  and  its Subsidiaries
delivered  to  the Lenders pursuant to Section 6.1 and 6.2 hereof fairly present
in  all  material  respects  their  respective  financial  condition  and  their
respective  results of operations as of the dates and for the periods shown, all
in  accordance with GAAP, subject to normal year-end adjustments.  The latest of
such  financial  statements  reflects  all  material  liabilities,  direct  and
contingent,  of  the  Borrower  and  each  Subsidiary  of  the Borrower that are
required  to  be  disclosed  in  accordance  with  GAAP.

(k)     No  Adverse  Change.  Since  December 29, 1998, no event or circumstance
has  occurred  or  arisen  which is reasonably likely to have a Material Adverse
Effect.

(l)     ERISA.  Each  Plan  of the Borrower and its Controlled Group (other than
any  Multiemployer  Plan)  is  in  compliance  in all material respects with the
applicable  provisions  of ERISA, the Code, and any other applicable Law, except
to the extent that failure to so comply would not reasonably be expected to have
a  Material  Adverse  Effect.  With  respect  to  each  Plan  (other  than  any
Multiemployer Plan) of the Borrower and each member of its Controlled Group, all
reports  required  under  ERISA or any other Applicable Law to be filed with any
Tribunal, the failure of which to file could reasonably be expected to result in
liability  of  the  Borrower  or any member of its Controlled Group in excess of
$500,000,  have  been  duly filed.  All such reports are true and correct in all
material  respects  as of the date given.  No Plan of the Borrower or any member
of  its  Controlled Group has been terminated under Section 4041(c) of ERISA nor
has  any  accumulated  funding  deficiency  (as defined in Section 412(a) of the
Code)  been  incurred (without regard to any waiver granted under Section 412 of
the  Code),  nor  has  any funding waiver from the Internal Revenue Service been
received or requested the result of which could reasonably be expected to have a
Material  Adverse  Effect.  None of the Borrower or any member of its Controlled
Group  has  failed  to  make  any contribution or pay any amount due or owing as
required  under  the  terms  of  any such Plan, or by Section 412 of the Code or
Section  302  of ERISA by the due date under Section 412 of the Code and Section
302  of  ERISA,  the  result  of  which  could  reasonably be expected to have a
Material  Adverse  Effect.  There has been no ERISA Event or any event requiring
disclosure  under  Section 4041(c)(3)(C) or 4063(a) of ERISA with respect to any
Plan  or its related trust of the Borrower or any member of its Controlled Group
since  the  effective  date  of  ERISA,  the result of which could reasonably be
expected  to  have  a Material Adverse Effect.  The present value of the benefit
liabilities,  as  defined in Title IV of ERISA, of each Plan subject to Title IV
of  ERISA  (other  than a Multiemployer Plan) of the Borrower and each member of
its  Controlled  Group  does  not exceed the present value of the assets of each
such  Plan as of the most recent valuation date using each such Plan's actuarial
assumptions at such date by an amount which could reasonably be expected to have
a Material Adverse Effect.  There are no pending, or to the Borrower's knowledge
threatened,  claims, lawsuits or actions (other than routine claims for benefits
in the ordinary course) asserted or instituted against, and neither the Borrower
nor  any  member  of  its  Controlled  Group  has  knowledge  of  any threatened
litigation  or  claims  against,  the assets of any Plan or its related trust or
against  any fiduciary of a Plan with respect to the operation of such Plan, the
result  of which could reasonably be expected to have a Material Adverse Effect.
None  of  the  Borrower  or,  to  the  Borrower's  knowledge,  any member of its
Controlled  Group has engaged in any prohibited transactions, within the meaning
of Section 406 of ERISA or Section 4975 of the Code, in connection with any Plan
the  result  of  which  could  reasonably be expected to have a Material Adverse
Effect.  None  of  the  Borrower  or  any  member  of  its  Controlled Group has
withdrawn from any Multiemployer Plan, nor has incurred or reasonably expects to
incur  (A)  any liability under Title IV of ERISA (other than premiums due under
Section  4007  of ERISA to the PBGC), (B) any withdrawal liability (and no event
has  occurred  which with the giving of notice under Section 4219 of ERISA would
result  in such liability) under Section 4201 of ERISA as a result of a complete
or partial withdrawal (within the meaning of Section 4203 or 4205 of ERISA) from
a  Multiemployer  Plan,  or (C) any liability under Section 4062 of ERISA to the
PBGC  or to a trustee appointed under Section 4042 of ERISA, the result of which
could  reasonably  be  expected  to have a Material Adverse Effect.  None of the
Borrower,  any  member of its Controlled Group, or any organization to which the
Borrower  or  any  member  of  its  Controlled  Group  is  a successor or parent
corporation  within  the  meaning  of  ERISA  Section  4069(b), has engaged in a
transaction  within the meaning of ERISA Section 4069, the result of which could
reasonably  be  expected  to have a Material Adverse Effect.  Any Plan that is a
welfare  benefit  plan within the meaning of Section 3(1) of ERISA maintained or
contributed  to  by the Borrower or any member of its Controlled Group and which
provides  for  continuing  benefits  or  coverage  for  any  participant  or any
beneficiary  of  any  participant  after  such  participant's  termination  of
employment  may  be  terminated  by the Borrower or any member of its Controlled
Group  at  any  time  without  liability  other  than  liability  that could not
reasonably  be expected to have a Material Adverse Effect.  Each of Borrower and
any  member  of  its  Controlled Group which maintains a Plan which is a welfare
benefit  plan  within  the  meaning of Section 3(1) of ERISA has complied in all
material  respects with the provisions of Parts 6 and 7 of subtitle B of Title I
of  ERISA, as amended, and the regulations thereunder, except to the extent that
the  failure  to  so  comply could not reasonably be expected to have a Material
Adverse  Effect.  None  of  the  Borrower  or any member of its Controlled Group
maintains  or has established a multiemployer welfare benefit arrangement within
the  meaning  of  Section  3(40)(A)  of  ERISA.

(m)     Compliance  with  Regulations  T,  U and X.  The Borrower is not engaged
principally  or  as one of its important activities in the business of extending
credit  for  the  purpose  of purchasing or carrying any margin stock within the
meaning  of  Regulations  T,  U  and  X of the Board of Governors of the Federal
Reserve  System.  No  more  than  25%  of  the  assets  of  the Borrower and its
Subsidiaries  are  margin  stock.  None of the Borrower and its Subsidiaries nor
any agent acting on their behalf, have taken or will take any action which might
cause  the  Borrower,  the Lenders, this Agreement or any other Loan Document to
violate  any  regulation of the Board of Governors of the Federal Reserve System
or to violate the Exchange Act, in each case as in effect now or as the same may
hereafter  be  in  effect.  Neither  the making of any Advances, the issuance or
extension  of  any Letters of Credit nor the application of any proceeds thereof
will  violate, or be inconsistent with, the provisions Regulations T, U and X of
the  Board  of  Governors  of  the  Federal  Reserve  System.

(n)     Required  Consents.  The  Borrower and its Subsidiaries are not required
to obtain any material Necessary Authorization on or prior to the Agreement Date
that  has  not  already  been  obtained  from,  or effect any material filing or
registration that has not already been effected with, any Tribunal in connection
with the execution and delivery of this Agreement or any other Loan Document, or
the  performance  thereof,  in accordance with their respective terms, including
any  borrowings  hereunder.

(o)     Absence of Default.  The Borrower and its Subsidiaries are in compliance
in  all  material  respects  with  all  of  the  provisions  of their respective
certificate of incorporation, by-laws and other organizational documents, and no
event  has  occurred  or failed to occur, which has not been remedied or waived,
the occurrence or non-occurrence of which constitutes, or which with the passage
of time or giving of notice or both would constitute, (i) an Event of Default or
(ii)  a  default by the Borrower or any of its Subsidiaries under any indenture,
agreement  or  other  instrument,  or any judgment, decree or order to which the
Borrower  or any of its Subsidiaries or by which they or any of their respective
properties  is  bound, the result of which with respect to any default set forth
in  clause  (ii) could reasonably be expected to have a Material Adverse Effect.

(p)     Governmental  Regulation.  Neither  the  Borrower  nor  any  of  its
Subsidiaries  is  an  "investment  company" within the meaning of the Investment
Company  Act  of  1940,  as  amended,  or  a  "holding company" or a "subsidiary
company" of a "holding company" or an "affiliate" of a "holding company" or of a
"subsidiary  company"  of  a  "holding company" within the meaning of the Public
Utility  Holding  Company Act of 1935, as amended.  Neither the entering into or
performance  by  the  Borrower  of  this Agreement nor the issuance of the Notes
violates  any  provision  of  such  acts  or  requires any consent, approval, or
authorization  of,  or registration with, the Securities and Exchange Commission
or  any  other  Tribunal  pursuant  to  any  provisions  of  such  act.

(q)     Environmental  Matters.  The  Borrower  does  not  have any knowledge or
reason  to  believe that any Hazardous Substance has been placed (i) on any real
property  fee  title  to  which  is  now  owned  by  the  Borrower or any of its
Subsidiaries or (ii) by Borrower or any of its Subsidiaries on any real property
leased  by  the  Borrower or any of its Subsidiaries, in either case in a manner
which  does  not comply with Applicable Environmental Laws, except to the extent
that  the  failure  to  so  comply  could  not  reasonably be expected to have a
Material Adverse Effect.  The Borrower and its Subsidiaries are not in violation
of  or  subject  to  any  existing,  pending  or,  to the best of the Borrower's
knowledge,  threatened  investigation  or  inquiry  by  any  Tribunal  or to any
remedial  obligations  under  any  Applicable  Environmental Laws, the effect of
which  could  reasonably  be  expected  to  have a Material Adverse Effect.  The
Borrower  and  its  Subsidiaries  have  not failed to obtain and comply with any
permits, licenses or similar authorizations required to be obtained by reason of
any  Applicable  Environmental  Laws  with respect to any real property owned or
leased by the Borrower or any of its Subsidiaries, except to the extent that the
failure to so obtain could not reasonably be expected to have a Material Adverse
Effect.  The  Borrower  has  no  current  actual  knowledge  that  any Hazardous
Substances  have  been  disposed  of or otherwise released (i) on or to the real
property  fee title to which is owned by the Borrower or any of its Subsidiaries
or (ii) by Borrower or any of its Subsidiaries on or to any real property leased
by Borrower or any of its Subsidiaries, all within the meaning of the Applicable
Environmental  Laws,  the effect of which could reasonably be expected to have a
Material  Adverse  Effect.

(r)     Certain  Fees.  No broker's, finder's or other fee or commission will be
payable  by the Borrower (other than under the Arrangement Fee Letter and as set
forth  in  Section  2.4 hereof) with respect to the making of the Commitments or
the  Advances hereunder.  The Borrower agrees to indemnify and hold harmless the
Administrative  Agent  and  each  Lender  from  and  against any claims, demand,
liability, proceedings, costs or expenses asserted with respect to or arising in
connection  with  any  such  fees  or  commissions.

(s)     Intellectual  Property.  The  Borrower  and  its  Subsidiaries  have
collectively obtained or applied for or licensed or otherwise obtained the right
to  use  all  patents,  trademarks,  service marks, trade names, copyrights, and
other  rights,  free from Liens (except Permitted Liens), that are necessary for
the  operation  of  their  business as presently conducted and as proposed to be
conducted.  Nothing  has come to the current actual knowledge of the Borrower or
any  of  its  Subsidiaries  to  the effect that (i) any process, method, part or
other  material  presently contemplated to be employed by the Borrower or any of
its  Subsidiaries infringes any valid and enforceable patent, trademark, service
mark,  trade  name, copyright, license or other right owned by any other Person,
or  (ii)  there is pending or overtly threatened any claim or litigation against
or  affecting  the  Borrower  or any of its Subsidiaries contesting its right to
sell  or  use  any  such  process,  method,  part or other material, which could
reasonably  be  expected  to  have  a  Material  Adverse  Effect.

(t)     Disclosure.  All  information,  reports,  financial statements, exhibits
and schedules furnished in writing by the Borrower or any of its Subsidiaries to
the  Administrative Agent or any Lender in connection with this Agreement or the
other  Loan  Documents  is,  and  all  other  such written information hereafter
furnished  by  or  on  behalf  of the Borrower or any of its Subsidiaries to the
Administrative  Agent  or  any Lender will be, true and accurate in all material
respects  (or,  in  the  case  of  projections based on reasonable estimates and
assumptions)  on the date as of which such information is dated or certified and
not  incomplete  by  omitting  to state any material fact necessary to make such
information  not  misleading  at  such  time in light of the circumstances under
which such information was provided.  There is no fact known to the Borrower and
not  known  to  the public generally that could reasonably be expected to have a
Material  Adverse  Effect,  which has not been set forth in this Agreement or in
the  documents,  certificates  and  statements furnished to the Lenders by or on
behalf  of  the Borrower in connection with the transactions contemplated hereby
or  thereby.

(u)     Solvency.  The  Borrower  is,  and  Borrower  and  its Subsidiaries on a
consolidated  basis  are,  Solvent.

(v)     Labor Relations.  Except as set forth on Schedule 4.1(v) hereto, neither
the  Borrower  nor any of its Subsidiaries is a party to a collective bargaining
agreement  or  similar  agreement,  and  the  Borrower and each Subsidiary is in
compliance  in  all  material  respects  with all Laws respecting employment and
employment  practices,  terms  and conditions of employment, wages and hours and
other  laws related to the employment of its employees.  There are no arrears in
the  payment  of  wages,  withholding  or  social securities taxes, unemployment
insurance  premiums  or  other similar obligations of the Borrower or any of its
Subsidiaries or for which the Borrower or any such Subsidiary may be responsible
other  than  in  the  ordinary  course  of  business.  There  is no strike, work
stoppage  or  labor  dispute  with  any  union  or group of employees pending or
overtly  threatened  involving  Borrower  or  any  of  its  Subsidiaries.

(w)     Common Enterprise.  The Borrower and its Subsidiaries are engaged in the
businesses  set  forth  in  Section  4.1(d)  hereof.  These  operations  require
financing  on  a  basis such that the credit supplied can be made available from
time  to  time  to the Borrower and various of its Subsidiaries, as required for
the  continued  successful  operation  of the Borrower and its Subsidiaries as a
whole.  The  Borrower  and  its  Subsidiaries  expect to derive benefit (and the
boards  of  directors  of the Borrower and its Subsidiaries have determined that
the Borrower and its Subsidiaries may reasonably be expected to derive benefit),
directly  or indirectly, from the credit extended by the Lenders hereunder, both
in their separate capacities and as members of the group of companies, since the
successful  operation  and  condition  of  the  Borrower and its Subsidiaries is
dependent  on the continued successful performance of the functions of the group
as  a  whole.

(x)     Year  2000  Compliance.  The  Borrower  is  (i)  developing a review and
assessment  of  all  areas within its and each of its Subsidiaries' business and
operations  (including  those  affected  by suppliers and vendors) that could be
adversely  affected  by the "Year 2000 Problem" (that is, the risk that computer
applications  used  by the Borrower or any of its Subsidiaries (or its suppliers
and  vendors)  may  be  unable  to recognize and perform properly date-sensitive
functions  involving  certain  dates  prior  to  and any date after December 31,
1999),  and  (ii)  developing  a  plan and timeline for addressing the Year 2000
Problem  on  a timely basis.  The Borrower reasonably believes that all computer
applications (including those of its suppliers and vendors) that are material to
its  or  any of its Subsidiaries' business and operations will on a timely basis
be  able  to  perform properly date-sensitive functions for all dates before and
after  January 1, 2000 (that is, be "Year 2000 Compliant"), except to the extent
that  a  failure  to  do  so could not reasonably be expected to have a Material
Adverse  Effect.

Section  4.2  Survival  of  Representations  and  Warranties,  etc.
-------------------------------------------------------------------

All  representations and warranties made under this Agreement and the other Loan
Documents  shall be deemed to be made at and as of the Agreement Date and at and
as  of  the  date  of  each  Advance  (and  any continuation or conversion of an
Advance)  and  the  date  of issuance or extension of each Letter of Credit, and
each  shall  be  true and correct when made, except to the extent (a) previously
fulfilled  in accordance with the terms hereof, (b) previously waived in writing
by  the  Determining Lenders with respect to any particular factual circumstance
or  permitted  by  the  terms  of this Agreement or (c) such representations and
warranties  specifically  relate  to  an  earlier  date,  in  which  case  such
representations  and  warranties  shall  have been true and correct on and as of
such  date.  All  such  representations and warranties shall survive, and not be
waived  by,  the execution hereof by any Lender, any investigation or inquiry by
any  Lender, or by the making of any Advance or the issuance or extension of any
Letter  of  Credit  under  this  Agreement.


                                    ARTICLE 5

                                General Covenants

Prior  to  the  Release  Date:

Section  5.1  Preservation  of  Existence  and  Similar  Matters.
-----------------------------------------------------------------

The  Borrower  shall,  and  shall  cause  each  of  its  Subsidiaries  to:

(a)  except  as otherwise permitted pursuant to Section 7.4 hereof, preserve and
maintain,  or timely obtain and thereafter preserve and maintain, its existence,
rights, franchises, licenses, authorizations, consents, privileges and all other
Necessary  Authorizations  from any Tribunal, the loss of which could reasonably
be  expected  to  have  a  Material  Adverse  Effect;  and

(b)  except  as  otherwise permitted pursuant to Section 7.4 hereof, qualify and
remain qualified and authorized to do business in each jurisdiction in which the
character  of  its  properties  or  the  nature  of  its  business requires such
qualification or authorization, unless the failure to do so could not reasonably
be  expected  to  have  a  Material  Adverse  Effect.

Section  5.2  Business;  Compliance  with  Applicable  Law.
-----------------------------------------------------------

The  Borrower  and its Subsidiaries shall (a) engage primarily in the businesses
set forth in Section 4.1(d) hereof, and (b) comply in all material respects with
the  requirements  of  all  Applicable  Laws, including, without limitation, all
Applicable  Environmental  Laws.

Section  5.3  Maintenance  of  Properties.
------------------------------------------

The  Borrower  shall,  and  shall cause each of its Subsidiaries to, maintain or
cause to be maintained all its properties (whether owned or held under lease) in
adequate  operating  condition and repair for purposes of their current use with
due  regard  to  the age thereof, taken as a whole, subject to ordinary wear and
tear,  and  from  time to time make or cause to be made all appropriate repairs,
renewals,  replacements,  additions,  betterments  and  improvements  thereto.

Section  5.4  Accounting  Methods  and  Financial  Records.
-----------------------------------------------------------

The  Borrower  shall,  and  shall  cause each of its Subsidiaries to, maintain a
system  of accounting established and administered in accordance with GAAP, keep
adequate records and books of account in which complete entries will be made and
all  transactions  reflected  in  accordance  with  GAAP,  and keep accurate and
complete  records  of  its  respective  assets.

Section  5.5  Insurance.
------------------------

The  Borrower  shall,  and  shall  cause  each  of its Subsidiaries to, maintain
insurance  from  responsible companies in such amounts and against such risks as
shall  be  customary and usual in the industry for companies of similar size and
capability.  Each  insurance  policy  shall  provide for at least 30 days' prior
notice  to  the Administrative Agent of any proposed termination or cancellation
of  such  policy,  whether  on  account  of  default  or  otherwise.

Section  5.6  Payment  of  Taxes  and  Claims.
----------------------------------------------

The  Borrower  shall,  and  shall  cause  each  of  its Subsidiaries to, pay and
discharge all material taxes to which each is subject prior to the date on which
penalties  attach  thereto,  and  all  lawful  claims  for  labor, materials and
supplies  which,  if  unpaid,  might  by  Law  become  a  Lien  upon  any of its
properties;  except  that  no  such  tax  or  claim  need be paid which is being
diligently  contested  in  good  faith  by appropriate proceedings and for which
adequate  reserves  shall have been set aside on the appropriate books, but only
so  long  as  any  Lien  related thereto is a Permitted Lien and no foreclosure,
distraint,  sale or similar proceedings shall have been commenced.  The Borrower
shall,  and shall cause each of its Subsidiaries to, timely file all information
returns  (or  extensions of such filing deadlines) required by federal, state or
local  tax  authorities.

Section  5.7  Visits  and  Inspections
--------------------------------------

The Borrower shall, and shall cause each of its Subsidiaries to, promptly permit
representatives  of  the  Administrative  Agent  or any Lender from time to time
after  reasonable  notice by the Administrative Agent or any Lender to (a) visit
and  inspect the properties of the Borrower and its Subsidiaries as often as the
Administrative  Agent or any Lender shall reasonably deem advisable, (b) review,
inspect  and  make  extracts  from  and  copies  of the Borrower's and each such
Subsidiary's  books  and  records,  and (c) discuss with the Borrower's and each
such  Subsidiary's  directors,  officers,  employees  and auditors its business,
assets,  liabilities,  financial  positions,  results of operations and business
prospects, provided that such representatives of the Administrative Agent or any
Lender shall keep confidential all information obtained pursuant to this Section
5.7  to  the  extent  required  by  Section  11.14.  The  Borrower shall pay the
reasonable  out-of-pocket  expenses related to inspections and reviews performed
(a)  at  any  time by the Administrative Agent, and (b) after the occurrence and
during the continuance of an Event of Default, by each Lender.  Except after the
occurrence  and  during  the continuance of an Event of Default, all such visits
and  inspections shall be conducted during normal business hours.  Following the
occurrence  and  during  the continuance of an Event of Default, such visits and
inspections shall be conducted at any time requested by the Administrative Agent
or  any  Lender  without  any  requirement  for  reasonable  notice.

Section  5.8  Use  of  Proceeds
-------------------------------

The  proceeds  of  the  Advances  and the Letters of Credit shall be used by the
Borrower  to  (a)  pay  certain outstanding Indebtedness of the Borrower and its
Subsidiaries,  including  all  Indebtedness  in  respect  of the Existing Credit
Agreements,  (b)  finance  acquisitions,  and  (c)  finance  the ongoing working
capital and general corporate requirements of the Borrower and its Subsidiaries.

SECTION  5.9  INDEMNITY
-----------------------

(a)  THE  BORROWER  AGREES  TO  DEFEND, PROTECT, INDEMNIFY AND HOLD HARMLESS THE
ADMINISTRATIVE AGENT, EACH LENDER, EACH OF THEIR RESPECTIVE AFFILIATES, AND EACH
OF THEIR RESPECTIVE (INCLUDING SUCH AFFILIATES') OFFICERS, DIRECTORS, EMPLOYEES,
TRUSTEES,  AGENTS,  ATTORNEYS  AND  CONSULTANTS  (INCLUDING, WITHOUT LIMITATION,
THOSE  RETAINED IN CONNECTION WITH THE SATISFACTION OR ATTEMPTED SATISFACTION OF
ANY  OF THE CONDITIONS SET FORTH HEREIN) OF EACH OF THE FOREGOING (COLLECTIVELY,
"INDEMNITEES")  FROM  AND  AGAINST ANY AND ALL LIABILITIES, OBLIGATIONS, LOSSES,
DAMAGES,  PENALTIES,  ACTIONS,  JUDGMENTS,  SUITS,  CLAIMS,  REASONABLE  COSTS,
REASONABLE  OUT-OF-POCKET  EXPENSES  AND REASONABLE DISBURSEMENTS OF ANY KIND OR
NATURE  WHATSOEVER  (INCLUDING,  WITHOUT  LIMITATION,  THE  REASONABLE  FEES AND
DISBURSEMENTS  OF  COUNSEL  FOR  SUCH  INDEMNITEES  IN  CONNECTION  WITH  ANY
INVESTIGATIVE,  ADMINISTRATIVE  OR  JUDICIAL  PROCEEDING,  WHETHER  OR  NOT SUCH
INDEMNITEES  SHALL  BE  DESIGNATED A PARTY THERETO), IMPOSED ON, INCURRED BY, OR
ASSERTED  AGAINST  SUCH  INDEMNITEES (WHETHER DIRECT, INDIRECT OR CONSEQUENTIAL,
WHETHER BASED ON ANY FEDERAL, STATE, OR LOCAL LAWS AND REGULATIONS, UNDER COMMON
LAW OR AT EQUITY, OR ON CONTRACT, TORT OR OTHERWISE, AND WHETHER ARISING FROM OR
CONNECTED  WITH  THE  PAST,  PRESENT OR FUTURE OPERATIONS OF THE BORROWER OR ANY
SUBSIDIARY  OF THE BORROWER OR THEIR RESPECTIVE PREDECESSORS IN INTEREST, OR THE
PAST,  PRESENT  OR FUTURE ENVIRONMENTAL CONDITION OF PROPERTY OF THE BORROWER OR
ANY  SUBSIDIARY  OF THE BORROWER), RELATING TO OR ARISING OUT OF THIS AGREEMENT,
THE OTHER LOAN DOCUMENTS, OR ANY ACT, EVENT OR TRANSACTION OR ALLEGED ACT, EVENT
OR  TRANSACTION  RELATING THERETO, INCLUDING IN CONNECTION WITH, OR AS A RESULT,
IN  WHOLE OR IN PART, OF ANY ORDINARY OR MERE NEGLIGENCE OF ADMINISTRATIVE AGENT
OR  ANY  LENDER  (OTHER  THAN  THOSE MATTERS RAISED EXCLUSIVELY BY A PARTICIPANT
AGAINST THE ADMINISTRATIVE AGENT OR ANY LENDER AND NOT THE BORROWER), OR THE USE
OR  INTENDED USE OF THE PROCEEDS OF THE ADVANCES OR LETTERS OF CREDIT HEREUNDER,
OR  IN CONNECTION WITH ANY INVESTIGATION OF ANY POTENTIAL MATTER COVERED HEREBY,
BUT  EXCLUDING  (I)  ANY  CLAIM  OR  LIABILITY  THAT  IS THE RESULT OF THE GROSS
NEGLIGENCE  OR  WILLFUL  MISCONDUCT OF ANY INDEMNITEE, AS ADMITTED IN WRITING BY
SUCH  INDEMNITEE  OR  FINALLY  JUDICIALLY  DETERMINED  BY  A  COURT OF COMPETENT
JURISDICTION,  AND  (II)  MATTERS RAISED BY ONE LENDER AGAINST ANOTHER LENDER OR
INDEMNITEE  OR BY ANY SHAREHOLDERS OF A LENDER AGAINST A LENDER OR INDEMNITEE OR
ITS  MANAGEMENT (COLLECTIVELY, EXCEPT FOR THE MATTERS REFERRED TO CLAUSES (I) OR
(II) ABOVE, "INDEMNIFIED MATTERS", AND THE MATTERS REFERRED TO IN CLAUSES (I) OR
(II)  ABOVE,  COLLECTIVELY,  "EXCLUDED  MATTERS").

(b)  WITHOUT  DUPLICATION,  THE  BORROWER  SHALL  PERIODICALLY,  UPON  REQUEST,
REIMBURSE  EACH  INDEMNITEE  FOR  ITS  REASONABLE  OUT-OF-POCKET LEGAL AND OTHER
ACTUAL  REASONABLE  EXPENSES (INCLUDING THE REASONABLE COST OF ANY INVESTIGATION
AND  PREPARATION)  INCURRED  IN CONNECTION WITH ANY INDEMNIFIED MATTER; PROVIDED
THAT  SUCH  INDEMNITEE  SHALL  PROVIDE  ADEQUATE DOCUMENTATION OF SUCH EXPENSES;
PROVIDED,  FURTHER,  THAT  IF  AN  INDEMNITEE  IS  REIMBURSED HEREUNDER FOR SUCH
AMOUNT,  THE  AMOUNT  SO  PAID  SHALL  BE REFUNDED TO THE BORROWER IF AND TO THE
EXTENT  IT  IS  FINALLY  JUDICIALLY  DETERMINED  THAT  THE INDEMNIFIED MATTER IN
QUESTION  WAS  AN  EXCLUDED MATTER.  THE REIMBURSEMENT AND INDEMNITY OBLIGATIONS
UNDER  THIS SECTION 5.9 SHALL BE IN ADDITION TO ANY LIABILITY WHICH THE BORROWER
MAY  OTHERWISE  HAVE,  SHALL  EXTEND  UPON THE SAME TERMS AND CONDITIONS TO EACH
INDEMNITEE,  AND  SHALL  BE  BINDING  UPON  AND  INURE  TO  THE  BENEFIT  OF ANY
SUCCESSORS,  ASSIGNS,  HEIRS  AND  PERSONAL REPRESENTATIVES OF THE BORROWER, THE
ADMINISTRATIVE AGENT, THE LENDERS AND ALL OTHER INDEMNITEES.  THIS SECTION SHALL
SURVIVE  ANY  TERMINATION  OF  THIS AGREEMENT AND PAYMENT OF THE OBLIGATIONS AND
SHALL  CONTINUE WITH RESPECT TO ANY LENDER THAT MAY ASSIGN ALL OF ITS RIGHTS AND
OBLIGATIONS  UNDER  THE  LOAN  DOCUMENTS.

Section  5.10  Environmental  Law  Compliance.
----------------------------------------------

In  addition  to  and without limiting the generality of Section 5.2 hereof, the
use  which  the  Borrower  or  any of its Subsidiaries make of any real property
which  is owned or leased by it will not result in the disposal or other release
of  any  Hazardous  Substance  or  solid  waste on or to such real property, the
effect  of which could reasonably be expected to have a Material Adverse Effect.
As  used  herein,  the  term  "release"  as  used in this Section shall have the
meaning  specified  in  CERCLA  (as  defined  in  the  definition  of Applicable
Environmental  Laws),  and the terms "solid waste" and "disposal" shall have the
meanings  specified  in  RCRA  (as  defined  in  the  definition  of  Applicable
Environmental  Laws); provided, however, that if CERCLA or RCRA is amended so as
to  broaden  or  lessen the meaning of any term defined thereby, such broader or
lesser  meaning  shall apply subsequent to the effective date of such amendment;
and  provided  further,  to  the  extent  that  any  other law applicable to the
Borrower,  any  Subsidiary  or any of their properties establishes a meaning for
"release,"  "solid  waste,"  or  "disposal" which is broader or lesser than that
specified  in either CERCLA or RCRA, such broader or lesser meaning shall apply.

Section  5.11  Further  Assurances
----------------------------------

At  any  time or from time to time upon reasonable request by the Administrative
Agent,  the  Borrower  or any of its Subsidiaries shall execute and deliver such
further  documents and do such other acts and things as the Administrative Agent
may  reasonably  request in order to effect fully the purposes of this Agreement
and  the  other  Loan Documents and to provide for payment of the Obligations in
accordance  with  the  terms  of  this  Agreement  and the other Loan Documents.
Without  limiting the generality of the foregoing, the Borrower agrees to update
and  deliver  to  the Administrative Agent Schedule 4.1(a) hereto at the time of
delivery  of the financial statements set forth in Sections 6.1 (with respect to
the  identities,  jurisdiction  of organization and ownership of the Guarantors)
and  6.2  (with  respect  to  the  identities, jurisdictions of organization and
ownership  of  the  Borrower's  Subsidiaries) hereof if the information provided
therein  is  not  complete  and  correct.

Section  5.12  Year  2000  Compliance
-------------------------------------

The  Borrower  shall,  and shall cause each of its Subsidiaries to, maintain its
computer  applications  to  be  Year  2000  Compliant, except to the extent that
failure  to  do  so  could not reasonably be expected to have a Material Adverse
Effect.

Section  5.13  Non-Guarantors  as  Guarantors
---------------------------------------------

At  any  time that an Event of Default occurs as a result of a breach of Section
7.19  hereof,  the Borrower agrees to immediately cause such of its Subsidiaries
to execute a Subsidiary Guaranty (and to deliver such certificates and documents
related  thereto  as  shall be required by the Administrative Agent) and thereby
become  Guarantors  as are necessary to cure such breach of Section 7.19 hereof;
provided,  however,  nothing  provided  in  this Section 5.13 shall be deemed to
provide  any  grace period for any Event of Default that occurs as a result of a
breach  of  Section  7.19  hereof.

Section  5.14  Subsidiaries
---------------------------

Unless  otherwise waived by the Administrative Agent at any time that any Person
becomes a Domestic Subsidiary, (a) 100% of such Subsidiary's Capital Stock shall
be  pledged  to  secure  the  Obligations and (b) the Lenders shall receive such
stock  certificates,  stock  powers,  board resolutions, officer's certificates,
corporate  and  other  documents  and  opinions of counsel as the Administrative
Agent shall reasonably request in connection with such pledge.  Unless otherwise
waived  by  the  Administrative  Agent,  at  any  time that any Person becomes a
Foreign Subsidiary which has the Borrower or a Domestic Subsidiary as its direct
parent,  (a)  65%  of such Subsidiary's Capital Stock shall be pledged to secure
the Obligations and (b) the Lenders shall receive such stock certificates, stock
powers, board resolutions, officers' certificates, corporate and other documents
and  opinions of counsel as the Administrative Agent shall reasonably request in
connection  with  such  pledge.


                                    ARTICLE 6

                              Information Covenants

Prior  to  the Release Date, the Borrower shall furnish or cause to be furnished
to  each  Lender:

Section  6.1  Quarterly  Financial  Statements  and  Information
----------------------------------------------------------------

Within  60  days after the end of each Fiscal Quarter of each Fiscal Year (other
than the end of a Fiscal Quarter which coincides with the end of a Fiscal Year),
the  consolidated  balance sheets of the Borrower and its Subsidiaries as at the
end  of  such Fiscal Quarter and the related consolidated statements of earnings
for  such  Fiscal Quarter and for the elapsed portion of the year ended with the
last  day  of  such Fiscal Quarter, and consolidated statements of cash flow for
the  elapsed portion of the year ended with the last day of such Fiscal Quarter,
all  of  which  shall  be  certified by a Responsible Officer, to, in his or her
opinion  acting  solely  in  his  or her capacity as an officer of the Borrower,
present fairly in all material respects, in accordance with GAAP (except for the
absence  of  footnotes), the financial position and results of operations of the
Borrower  and its Subsidiaries as at the end of and for such Fiscal Quarter, and
for  the  elapsed  portion  of  the  year ended with the last day of such Fiscal
Quarter,  subject  only  to  normal  year-end  adjustments.

Section  6.2  Annual  Financial  Statements  and  Information; Certificate of No
--------------------------------------------------------------------------------
Default.
--------

(a)  Within  120  days  after  the  end  of  each Fiscal Year, a copy of (i) the
consolidated  balance sheets of the Borrower and its Subsidiaries, as of the end
of  the  current  and prior Fiscal Years and (ii) the consolidated statements of
earnings  and  consolidated  statements  of  changes in shareholders' equity and
consolidated  statements  of  cash flow as of and through the end of such Fiscal
Year  (together  with  certain  consolidating  statements  in  form  reasonably
satisfactory  to  the  Administrative  Agent),  all  of  which  are  prepared in
accordance  with GAAP, and said consolidated statements certified by independent
certified  public accountants reasonably acceptable to the Administrative Agent,
whose  opinion  shall  be  in  scope  and substance in accordance with generally
accepted  auditing  standards  and  shall  be  unqualified  in  all  respects.

(b)  Simultaneously with the delivery of the statements required by this Section
6.2,  a  letter  from the Borrower's certified public accountants stating to the
effect  that during their audit of such financial statements nothing has come to
their  attention  that  would result in a Default or Event of Default under this
Agreement,  recognizing,  however, that the scope and purpose of their audit was
not  to  determine  compliance  with  the  terms  of this Agreement or whether a
Default  or  Event  of  Default  has  otherwise  occurred.

Section  6.3  Compliance  Certificate
-------------------------------------

At  the time financial statements are furnished pursuant to Sections 6.1 and 6.2
hereof,  the  Compliance  Certificate,  completed  as  provided  therein.

Section  6.4  Copies  of  Other  Reports  and  Notices
------------------------------------------------------

(a)  Promptly  upon their becoming available, copies of (i) all material reports
or  letters  submitted to the Borrower or any of its Subsidiaries by accountants
in  connection  with  any  annual,  interim  or special audit, including without
limitation  any  report prepared in connection with the annual audit referred to
in  Section  6.2 hereof, and any other comment letter submitted to management in
connection  with any such audit, (ii) each regular, periodic or other report and
any registration statement (other than statements on Form S-8) or prospectus (or
material  written communication in respect of any thereof) filed by the Borrower
or  any  of  its  Subsidiaries with any securities exchange, with the Securities
and  Exchange  Commission  or any successor agency, and (iii) all press releases
concerning  material  financial  aspects  of  the  Borrower  or  any  of  its
Subsidiaries;

(b)  Promptly  upon  the  Borrower  becoming aware that (i) the holder(s) of any
note(s)  or  other evidence of Indebtedness or other security of the Borrower or
any  of its Subsidiaries in excess of $250,000 in the aggregate has given notice
or  taken  any  action  with  respect  to  a breach, failure to perform, claimed
default  or  event  of  default  thereunder  or  (ii) any event, circumstance or
condition  which  could  reasonably  be  expected to be classified as a Material
Adverse  Effect,  a written notice specifying the details thereof (or the nature
of any claimed default or event of default) and what action is being taken or is
proposed  to  be  taken  with  respect  thereto;

(c)  Promptly upon the Borrower becoming aware that any party to any Capitalized
Lease  Obligations  in excess of $250,000 or Operating Lease in which the annual
rentals  thereunder  exceed  $100,000  has given notice or taken any action with
respect  to  a  breach,  failure to perform, claimed default or event of default
thereunder,  a  written  notice specifying the details thereof (or the nature of
any  claimed  default  or event of default) and what action is being taken or is
proposed  to  be  taken  with  respect  thereto;

(d)  Promptly  upon receipt by the Borrower thereof, information with respect to
and  copies  of  any  notices  received from any Tribunal relating to any order,
ruling,  law, information or policy that relates to a breach of or noncompliance
with any Law, and could reasonably be expected to result in the payment of money
by  the  Borrower or any of its Subsidiaries in an amount of $250,000 or more in
the aggregate or otherwise have a Material Adverse Effect, or result in the loss
or suspension of any Necessary Authorization where such loss could reasonably be
expected  to  have  a  Material  Adverse  Effect;  and

(e)  From  time  to  time  and  promptly  upon each request, such material data,
certificates,  reports,  statements,  documents or further information regarding
the  assets,  business, liabilities, financial position, projections, results of
operations  or  business  prospects of the Borrower and its Subsidiaries, as the
Administrative  Agent  or  any  Lender  may  reasonably  request.

Section  6.5  Notice  of  Litigation,  Default  and  Other  Matters
-------------------------------------------------------------------
Prompt notice of the following events after the Borrower has knowledge or notice
thereof:

(a)  The  commencement  of  all  Litigation  and investigations by or before any
Tribunal,  and all actions and proceedings in any court or before any arbitrator
involving  claims  for  damages  (including  punitive  damages)  in  excess  of
$1,000,000  (after  deducting  the  amount  with  respect  to which creditworthy
insurance  companies  have  acknowledged  coverage), against or in any other way
relating  directly  to  the  Borrower,  any  of its Subsidiaries or any of their
respective  properties  or  businesses;  and

(b)  Promptly upon the happening of any condition or event of which the Borrower
has  current  actual  knowledge  which  constitutes  a Default, a written notice
specifying  the  nature and period of existence thereof and what action is being
taken  or  is  proposed  to  be  taken  with  respect  thereto.

Section  6.6  ERISA  Reporting  Requirements
--------------------------------------------
(a)  Promptly and in any event (i) within 30 days after the Borrower has current
actual  knowledge that any ERISA Event described in clause (a) of the definition
of  ERISA  Event or any event described in Section 4063(a) of ERISA with respect
to  any Plan of the Borrower or any member of its Controlled Group has occurred,
and  (ii)  within  10  Business  Days  after  the  Borrower or any member of its
Controlled  Group  has  current actual knowledge that any other ERISA Event with
respect  to  any  Plan of the Borrower or any member of its Controlled Group has
occurred or a request for a minimum funding waiver under Section 412 of the Code
has  been  made  with  respect  to any Plan of the Borrower or any member of its
Controlled  Group,  a  written  notice describing such event and describing what
action  is being taken or is proposed to be taken with respect thereto, together
with  a  copy  of  any  notice  of  such  event  that  is  given  to  the  PBGC;

(b)  Promptly and in any event within ten Business Days after receipt thereof by
the  Borrower,  copies  of each notice received by the Borrower or any member of
its Controlled Group from the PBGC of the PBGC's intention to terminate any Plan
or  to  have  a  trustee  appointed  to  administer  any  Plan;

(c)  Promptly  upon  the  request  of  the  Administrative Agent, copies of each
annual report (including Schedule B thereto, if applicable) with respect to each
Plan  subject  to  Title  IV  of  ERISA  of  which Borrower or any member of its
Controlled  Group  is  the  "plan  sponsor";

(d)  Promptly, and in any event within 10 Business Days after receipt thereof by
the  Borrower,  a  copy  of any correspondence the Borrower or any member of its
Controlled  Group  receives  from  the  Plan  Sponsor  (as  defined  by  Section
4001(a)(10)  of  ERISA)  of  any  Plan concerning potential withdrawal liability
pursuant  to  Section  4219  or  4202  of  ERISA, and a statement from the chief
financial officer of the Borrower or such member of its Controlled Group setting
forth  details  as  to  the  events  giving  rise  to  such potential withdrawal
liability  and  the  action  which the Borrower or such member of its Controlled
Group  is  taking  or  proposes  to  take  with  respect  thereto;

(e)  Notification  within  30  days  of  any  material increases in the benefits
provided  under  any  existing  Plan  which  is not a Multiemployer Plan, or the
establishment of any new Plans, or the commencement of contributions to any Plan
to  which  the Borrower or any member of its Controlled Group was not previously
contributing,  which  could reasonably be expected in any such case to result in
an  additional  material  liability  to  the  Borrower;

(f)  Notification  within  five  Business Days after the Borrower knows that the
Borrower or any such member of its Controlled Group has filed or intends to file
a notice of intent to terminate any Plan under a distress termination within the
meaning  of  Section  4041(c)  of  ERISA  and  a  copy  of  such  notice;  and

(g)  Within  five  Business Days after receipt by the Borrower of written notice
of commencement thereof, notice of all actions, suits and proceedings before any
court  or  governmental  department,  commission,  board,  bureau,  agency  or
instrumentality,  domestic  or  foreign, affecting the Borrower or any member of
its  Controlled  Group  with  respect  to  any  Plan, except those which, in the
aggregate,  if  adversely  determined could not reasonably be expected to have a
Material  Adverse  Effect.

Section  6.7  Year  2000  Compliance
------------------------------------

The  Borrower  will  promptly  notify  the Administrative Agent in the event the
Borrower  discovers or determines that any computer application (including those
of  its  suppliers  and  vendors)  that  is  material  to  its  or  any  of  its
Subsidiaries'  business  and  operations  will  not  be Year 2000 Compliant on a
timely  basis,  except  to  the extent that such failure could not reasonably be
expected  to  have  a  Material  Adverse  Effect.


                                    ARTICLE 7

                               Negative Covenants
Prior  to  the  Release  Date:

Section  7.1  Unsecured  Indebtedness
-------------------------------------

(a)     The  Borrower  shall  not,  and  shall  not permit any Subsidiary of the
Borrower  to,  create,  assume, incur or otherwise become or remain obligated in
respect  of,  or  permit  to  be  outstanding,  or suffer to exist any Unsecured
Indebtedness,  except:

(b)     After  the  Collateral  Release  Event,  Indebtedness  under  the  Loan
Documents;

(c)     Unsecured Indebtedness existing on the Agreement Date which is described
on  Schedule  7.1 hereto, including renewals, replacements and refinancings (but
no  increases)  thereof;

(d)     Unsecured  Indebtedness  in  respect  of  endorsement  of  negotiable
instruments  in  the  ordinary  course  of  business;

(e)     Unsecured  Indebtedness  owing  to any Obligor by the Borrower or any of
its  Subsidiaries,  which  Indebtedness  (i)  is  evidenced  by  an entry on the
financial  records of the Borrower or any such Subsidiary and (ii) if owed by an
Obligor,  is  subordinated  to  the  Obligations in a manner satisfactory to the
Determining  Lenders,  and  which  will  permit  payments  to  be  made  on such
Indebtedness  provided  that  no  Default or Event of Default shall exist before
such  payment  or  after  giving  effect  thereto;

(f)     Guaranties  by Subsidiaries of the Borrower of Unsecured Indebtedness of
the  Borrower  or  other  Subsidiaries  of  the  Borrower  and Guaranties by the
Borrower of Unsecured Indebtedness of Subsidiaries of the Borrower, in each case
to  the  extent  such  underlying Unsecured Indebtedness is permitted hereunder;

(g)     Unsecured  Indebtedness  consisting  of  performance  bonds or surety or
appeal bonds provided by the Borrower or any of its Subsidiaries in the ordinary
course  of  business  and  which  do  not  secure  other  Indebtedness;

(h)     Guaranties  permitted  pursuant  to  Section  7.6  hereof;

(i)     Prior  to the Qualifying Date, other Unsecured Subordinated Indebtedness
of  the  Borrower  and  its  Subsidiaries,  provided that (i) prior to and after
giving  effect  to such other Unsecured Subordinated Indebtedness, no Default or
Event  of  Default  shall  have  occurred and be continuing, and (ii) such other
Unsecured Subordinated Indebtedness shall not mature prior to 180 days after the
Facility  B  Term  Loan  Maturity Date and shall amortize in such amounts and on
such  dates as are reasonably acceptable to the Administrative Agent, and (B) on
and  after the Qualifying Date, other Unsecured Indebtedness of the Borrower and
its  Subsidiaries,  provided  that  (i) prior to and after giving effect to such
other Unsecured Indebtedness, no Default or Event of Default shall have occurred
and  be  continuing,  (ii)  the  terms,  covenants  and provisions of such other
Unsecured  Indebtedness  shall not be more restrictive than any terms, covenants
or  provisions  of  this  Agreement, and (iii) such other Unsecured Indebtedness
shall  not mature prior to 180 days after the Facility A Term Loan Maturity Date
and  shall  amortize  in  such  amounts  and  on  such  dates  as are reasonably
acceptable  to  the  Administrative  Agent;  and

(j)     Prior to the Qualifying Date, other Unsecured Indebtedness not otherwise
permitted  under  this  Section  7.1  not  to  exceed  $30,000,000  in aggregate
principal  amount  outstanding  at any time, and (B) on and after the Qualifying
Date,  other  Unsecured  Indebtedness not otherwise permitted under this Section
7.1  not  to exceed $50,000,000 in aggregate principal amount outstanding at any
time.

Section  7.2  Secured  Indebtedness
-----------------------------------

The Borrower shall not, and shall not permit any of its Subsidiaries to, create,
assume,  incur  or otherwise become or remain obligated in respect of, or permit
to  be  outstanding,  or  suffer  to  exist any Secured Indebtedness, except for
Permitted  Secured  Indebtedness.

Section  7.3  Liens
-------------------

The  Borrower  shall  not,  and  shall not permit any Subsidiary of Borrower to,
create,  assume,  incur,  permit or suffer to exist, directly or indirectly, any
Lien  on  any  of  its  assets,  whether now owned or hereafter acquired, except
Permitted  Liens.  The  Borrower  shall not, and shall not permit any Subsidiary
to,  become  subject  to  a  Negative  Pledge other than in respect of Permitted
Secured  Indebtedness,  provided  that  such Negative Pledge relates only to the
assets  purchased  or  acquired.

Section  7.4  Investments
-------------------------

The Borrower shall not, and shall not permit any Subsidiary of Borrower to, make
any  Investment, except that the Borrower and any Subsidiary of the Borrower may
purchase  or  otherwise  acquire  and  own:

(a)     Accounts  receivable  that  arise in the ordinary course of business and
are  payable  in  a  manner  consistent  with  past  practices;

(b)     Investments  in  existence  on the Agreement Date which are described on
Schedule  7.4  hereto;

(c)     Investments  in the form of Hedge Agreements permitted by Section 7.1(b)
hereof;

(d)     Investments  pursuant  to  the  Investment  Policy;

(e)     Investments  in  Obligors;

(f)     Investments  after  the  Agreement Date in Non-Guarantors, but excluding
from  the  limitation  provided in this clause (f) Investments in Non-Guarantors
which  are  not  obligated  to  third  Persons  in  respect of any Indebtedness,
(calculated  on  the initial investment amount but adjusted to take into account
any  proceeds  received by the Borrower or any other Obligor on a liquidation or
repayment  of  any  such  Investments)  not  to  exceed,  together  with  other
Investments pursuant to Section 7.4(g) hereof (calculated as provided in Section
7.4(g) hereof) and Acquisitions of Non-Guarantors pursuant to Section 7.8 hereof
(calculated  using  the aggregate Acquisition Consideration therefor), an amount
equal  to  10%  of  Total  Capitalization  at  any  time;  and

(g)     Investments after the Agreement Date not otherwise permitted pursuant to
clauses  (a)  through  (e)  above, but excluding from the limitation provided in
this  clause  (g) Investments in joint ventures which are not obligated to third
Persons in respect of any Indebtedness and which are obligated to distribute all
cash  available  to  be  distributed  to their equity owners, (calculated on the
initial  investment  amount  but  adjusted  to  take  into  account any proceeds
received  by  the Borrower or any other Obligor on a liquidation or repayment of
any such Investments) not to exceed, together with Investments in (calculated as
provided  in  Section 7.4(f) hereof) and Acquisitions of Non-Guarantors pursuant
to  Section 7.8 hereof (calculated using the aggregate Acquisition Consideration
therefor), an amount equal to 10% of Total Capitalization at any time; provided,
however,  that  no  Investment  otherwise permitted by clauses (f) and (g) above
shall  be  permitted  to  be  made if, immediately before or after giving effect
thereto,  any  Event  of  Default  shall  have  occurred  and  be  continuing.

Section  7.5  Liquidation,  Merger
----------------------------------

The  Borrower  shall not, and shall not permit any Subsidiary of Borrower to, at
any  time:

(a)  liquidate  or dissolve itself (or suffer any liquidation or dissolution) or
otherwise wind up, except that (i) a Subsidiary of the Borrower may liquidate or
dissolve  into the Borrower or a Subsidiary of the Borrower which is an Obligor,
and  (ii)  a Subsidiary of the Borrower which is not an Obligor may liquidate or
dissolve  into  the  Borrower  or  a  Subsidiary  of  the  Borrower;  or

(b)  enter  into any merger or consolidation unless (i) with respect to a merger
or  consolidation,  the  Borrower shall be the surviving corporation, unless the
merger  or  consolidation  involves  a Guarantor and the Borrower is not merging
with  another  Person,  and  either  (A)  such  Guarantor shall be the surviving
corporation,  (B) the survivor of the merger becomes a Guarantor, (C) the entity
formed  in  the consolidation becomes a Guarantor, or (D) the survivor is, or is
properly  designated  as,  a  Non-Guarantor,  (ii) such transaction shall not be
utilized  to  circumvent compliance with any term or provision herein, and (iii)
no  Default  or Event of Default shall then be in existence or occur as a result
of  such  transaction.

Section  7.6  Guaranties
------------------------

The Borrower shall not, and shall not permit any Subsidiary to, at any time make
or  issue any Guaranty, or assume, be obligated with respect to, or permit to be
outstanding  any  Guaranty, of any obligation of any other Person except (a) the
Subsidiary  Guaranty,  (b) the endorsement in the ordinary course of business of
negotiable  instruments  for  deposit  or  collection,  (c)  the  Guaranty  of
Indebtedness  permitted  by Sections 7.1 and 7.2 hereof, and (d) the Guaranty of
Indebtedness  of  Persons other than the Borrower and its Subsidiaries, provided
that  the aggregate principal amount of such Indebtedness which is guaranteed by
the Borrower and its Subsidiaries shall not at any time exceed 15% of Net Worth.

Section  7.7  Sales  of  Assets
-------------------------------

The  Borrower  shall not, and shall not permit any of its Subsidiaries to, sell,
transfer  or  otherwise  dispose  of,  any  of  its  assets  except:

(a)     prior  to  Qualifying  Date,

     (i)    inventory  in  the  ordinary  course  of  business,

     (ii)   obsolete  or  worn-out  assets,

     (iii)  sales and dispositions from the Borrower or any of its Subsidiaries
to any  Obligor,

     (iv)   sales  of  assets  in  which  the  Net  Cash  Proceeds do not exceed
$500,000;

     (v)   sales  of  assets  in  which  the  Net  Cash  Proceeds  do not exceed
$10,000,000 in aggregate  amount during any Fiscal Year (excluding the amount of
any assets permitted to be sold pursuant to clause (iv) immediately  preceding),

     (vi) sales of assets in which the Net Cash Proceeds thereof are used within
one  year of such sale to purchase assets useful in the business of the Borrower
and  its  Subsidiaries,  provided  that,

     (A)  after  giving  effect  to  such  sale,  no Default or Event of Default
exists  or  would  be  continuing,

     (B)  such  sales  are  for  full  and  fair  consideration,

     (C)    at  least  75% of such consideration received by the Borrower or its
Subsidiaries in respect thereof is in the form of Cash and Cash Equivalents, and

     (vii)  other  assets  not otherwise permitted to be sold in this clause (a)
above, provided  that,

     (A)  after  giving  effect  to  such  sale,  no Default or Event of Default
exists  or  would  be  continuing,

     (B)  such  sales  are  for  full  and  fair  consideration,  and

     (C)  the Net Cash Proceeds thereof are applied in accordance with Section
2.5(b)(ii)  hereof,  and

(b)  on  and  after  the  Qualifying  Date,

     (i)  inventory  in  the  ordinary  course  of  business,

     (ii)  obsolete  or  worn-out  assets,

     (iii)  sales  and dispositions from the Borrower or any of its Subsidiaries
to  any  Obligor,  and

     (iv)   other  assets  not otherwise permitted to be sold in this clause (b)
above,
provided  that,

     (A)  after  giving  effect  to  such  sale,  no Default or Event of Default
exists  or  would  be  continuing,

     (B)  such  sales  are  for  full  and  fair  consideration,  and

     (C)   the  aggregate  amount  of  such  assets  sold during any Fiscal Year
shall not exceed in aggregate amount 10% of Net Tangible Assets as of the end of
the  immediately  preceding  Fiscal  Year.

Section  7.8  Acquisitions
--------------------------

The  Borrower  shall  not, and shall not permit any of its Subsidiaries to, make
any  Acquisitions unless (a) immediately prior to and after giving effect to the
proposed  Acquisition  there  shall not exist a Default or Event of Default, (b)
such  Acquisition  shall  not  be  opposed  by the board of the directors of the
Person being acquired, (c) if the Acquisition Consideration for such Acquisition
is  greater  than  or equal to (i) prior to the Qualifying Date, $25,000,000 and
(ii)  on  and  after  the  Qualifying  Date, $50,000,000, the Lenders shall have
received  written  notice  thereof at least 5 Business Days prior to the date of
such  Acquisition,  together  with  a  Compliance  Certificate setting forth the
covenant  calculations  both immediately prior to and after giving effect to the
proposed  Acquisition,  but  calculated to exclude any increases in EBITDA which
would  be the result of any expenses that the Borrower projects to be eliminated
by  such  proposed  Acquisition,  (d)  the assets, property or business acquired
shall  be  primarily  in the business described in Section 4.1(d) hereof, (e) if
such  Acquisition  results  in a Subsidiary which is to be a Guarantor, (i) such
Subsidiary shall execute a Subsidiary Guaranty and (ii) the Administrative Agent
on  behalf  of  the  Lenders  shall  receive  such  board resolutions, officer's
certificates  and  opinions  of  counsel  as  the  Administrative  Agent  shall
reasonably  request  in connection with such Acquisition; (f) if such Subsidiary
is  a  Domestic  Subsidiary  and  unless  otherwise waived by the Administrative
Agent,  100%  of  such  Subsidiary's  Capital  Stock  shall  be  pledged and the
Administrative  Agent  on  behalf  of  the  Lenders  shall  receive  such  stock
certificates,  stock  powers,  board  resolutions,  officer's  certificates  and
opinions  of  counsel  as  the  Administrative Agent shall reasonably request in
connection  with such pledge, (g) if such Subsidiary is a Foreign Subsidiary and
unless  otherwise  waived  by the Administrative Agent, 65% of such Subsidiary's
Capital  Stock  shall  be  pledged and the Administrative Agent on behalf of the
Lenders  shall receive such stock certificates, stock powers, board resolutions,
officer's  certificates and opinion of counsel as the Administrative Agent shall
reasonably request in connection with such pledge, (h) the aggregate Acquisition
Consideration  for  all  Non-Guarantors  (excluding Acquisition Consideration in
respect  of  Subsidiaries which are not obligated to third Persons in respect of
any  Indebtedness),  together  with Investments in Non-Guarantors (calculated as
provided in Section 7.4(f) hereof) and other Investments (calculated as provided
in Section 7.4(g) hereof) pursuant to Section 7.4(g) hereof, shall not exceed an
amount  equal  to  10% of Total Capitalization at any time, and (i) prior to the
Qualifying Date, the Acquisition Consideration for such Acquisition is less than
or equal to the sum of (i) $75,000,000 plus (ii) the aggregate net cash proceeds
received  by  the  Borrower  from  the  issuance of any Capital Stock during the
365-day  period beginning on and after the Agreement Date and ending on the date
of  such  Acquisition,  and  the  aggregate  Acquisition  Consideration  for all
Acquisitions  during any period of four consecutive Fiscal Quarters is less than
or  equal  to  the  sum  of  (i)  $125,000,000  plus (ii) the aggregate net cash
proceeds  received by the Borrower from the issuance of any Capital Stock during
the  365-day  period  ending  on  the  date  of  any  Acquisition.

Section  7.9  Restricted  Payments
----------------------------------

The  Borrower  shall  not,  and  shall  not  permit  any of its Subsidiaries to,
directly  or  indirectly declare, pay or make any Restricted Payments except (a)
Dividends  payable by a Subsidiary to the Borrower or another Subsidiary that is
an Obligor, (b) payments and prepayments of principal of Indebtedness other than
Indebtedness permitted to be incurred pursuant to Section 7.1(h) hereof, and (c)
Dividends  payable  by  the  Borrower  in  an aggregate amount not to exceed (i)
$15,000,000  during  any  Fiscal  Year  in  which  no  Capital  Stock  issued in
connection  with  an  Acquisition  is  redeemed  and (ii) $20,000,000 during any
Fiscal  Year  in which Capital Stock issued in connection with an Acquisition is
redeemed;  provided,  however, the Borrower shall not pay or make any Restricted
Payments  permitted  by  this Section 7.9 unless there shall exist no Default or
Event of Default prior to or after giving effect to any such proposed Restricted
Payment.

Section  7.10  Affiliate  Transactions
--------------------------------------

The  Borrower shall not, and shall not permit any of its Subsidiaries to, at any
time engage in any transaction with an Affiliate (other than the Borrower or any
Obligor)  on  terms  materially  less  advantageous  to  the  Borrower  or  such
Subsidiary  than  would be the case if such transaction had been effected with a
non-Affiliate.  The  Borrower  shall  not,  and  shall  not  permit  any  of its
Subsidiaries  to,  in  any  event  incur  or suffer to exist any Indebtedness or
Guaranty  in favor of any Affiliate, unless such Affiliate shall subordinate the
payment  and  performance  thereof  to  the Obligations on terms, conditions and
documentation reasonably satisfactory to the Determining Lenders, and which will
permit  payments  to  be  made  on  any Indebtedness or Guaranty in favor of any
Affiliate  provided  that no Default or Event of Default shall exist before such
payment  or  after  giving  effect  thereto.

Section  7.11  Compliance  with  ERISA
--------------------------------------

The  Borrower  shall  not,  and  shall  not  permit  any of its Subsidiaries to,
directly or indirectly, or permit any member of its Controlled Group to directly
or indirectly, (a) terminate any Plan so as likely to result in liability to the
Borrower  or  any  member  of  its Controlled Group taken as a whole which could
reasonably  be  expected  to have a Material Adverse Effect, (b) permit to exist
any  ERISA  Event,  or any other event or condition with respect to a Plan which
could  reasonably  be  expected  to  have  a Material Adverse Effect, (c) make a
complete  or  partial  withdrawal  (within the meaning of Section 4201 of ERISA)
from  any  Multiemployer  Plan  which  could  reasonably  be  expected to have a
Material  Adverse  Effect  on the Borrower or any member of its Controlled Group
taken  as a whole, or (d) enter into any new Plan or modify any existing Plan so
as  to increase its obligations thereunder which could reasonably be expected to
have  a  Material  Adverse  Effect.

Section  7.12  Maximum  Leverage  Ratio
---------------------------------------

The  Borrower shall not permit the Leverage Ratio to be greater than (a) 4.50 to
1  at  the  end  of  any  Fiscal  Quarter through and including the third Fiscal
Quarter  of Fiscal Year 2000, (b) 4.25 to 1 from and including the fourth Fiscal
Quarter  of  Fiscal  Year 2000 through and including the third Fiscal Quarter of
Fiscal  Year 2001 and (c) 4.00 to 1 at the end of any Fiscal Quarter thereafter.

Section  7.13  Minimum  Fixed  Charge  Coverage  Ratio
------------------------------------------------------

The  Borrower  shall  not permit the Fixed Charge Coverage Ratio to be less than
(a)  1.25  to 1 at the end of any Fiscal Quarter through and including the first
Fiscal  Quarter  of  Fiscal Year 2005 and (b) 1.05 to 1 at the end of any Fiscal
Quarter  thereafter.

Section  7.14  Minimum  Tangible  Net  Worth
--------------------------------------------

The Borrower shall not permit the Tangible Net Worth at any time to be less than
the  sum  of  (a)  $333,800,000,  plus  (b) 50% of cumulative Net Income for the
period  from,  but  not including, June 15, 1999 through the date of calculation
(but excluding from the calculation of such cumulative Net Income the effect, if
any,  of  any  Fiscal Quarter (or portion of a Fiscal Quarter not then ended) of
the  Borrower  for  which  Net Income was a negative number), plus (c) an amount
equal  to 100% of the tangible net worth of any Person that becomes a Subsidiary
of  the  Borrower  or  is  merged  into or consolidated with the Borrower or any
Subsidiary  of  the  Borrower  or  substantially  all of the assets of which are
acquired  by  the  Borrower  or any Subsidiary of the Borrower to the extent the
purchase price paid therefor is paid in equity securities of the Borrower or any
Subsidiary  of  the  Borrower  or  pursuant to the conversion or exchange of any
convertible  subordinated  debt or redeemable preferred stock into Capital Stock
of  the  Borrower  or  any  of  its  Subsidiaries,  plus (d) 75% of the Net Cash
Proceeds  (but  without  duplication)  of  any offerings of Capital Stock of the
Borrower  or  any  of its Subsidiaries, plus (e) 100% of any reclassification of
redemption  value  of  common  Capital  Stock  to  Net  Worth.

Section  7.15  Sale  or  Discount  of  Receivables
--------------------------------------------------

The  Borrower  shall  not,  and  shall  not  permit  any of its Subsidiaries to,
directly  or  indirectly,  sell,  with  or  without  recourse,  for  discount or
otherwise,  any  notes  or  accounts  receivable.

Section  7.16  Business
-----------------------

Neither  the  Borrower  nor  any  of its Subsidiaries shall conduct any business
other  than  the  business  described  in  Section  4.1(d)  hereof.

Section  7.17  Fiscal  Year
---------------------------

Neither  the  Borrower nor any of its Subsidiaries shall change its Fiscal Year.

Section  7.18  Amendment  of  Organizational  Documents
-------------------------------------------------------

The  Borrower shall not, and shall not permit any Subsidiary of the Borrower to,
amend  its  articles of incorporation, bylaws or other applicable organizational
documents  in  any  manner  that  could  reasonably  be  expected to result in a
Material  Adverse  Effect.

Section  7.19  Non-Guarantors
-----------------------------

The  Borrower  shall  not  permit  either  the  aggregate  amount  of (a) EBITDA
calculated  with  respect  to  all  Non-Guarantors  (excluding, however, Foreign
Subsidiaries  which  are  not  obligated  to  third  Persons  in  respect of any
Indebtedness)  only  during  any  period  of four consecutive Fiscal Quarters to
exceed 15% of EBITDA of the Borrower and all of its Subsidiaries during any such
period  of  four consecutive Fiscal Quarters or (b) assets of all Non-Guarantors
(excluding,  however,  Foreign  Subsidiaries  which  are  not obligated to third
Persons  in  respect of any Indebtedness) as of the end of any Fiscal Quarter to
exceed  15%  of the assets of the Borrower and all of its Subsidiaries as of the
end  of  any  such  Fiscal  Quarter.

Section  7.20  Restrictions  on  Subsidiaries
---------------------------------------------

The  Borrower  shall  not,  and  shall  not  permit  any of its Subsidiaries to,
directly  or  indirectly, create or otherwise cause or suffer to exist or become
effective any encumbrance or restriction on the ability of any Subsidiary to pay
dividends  or  make  any  other  distributions  to  the  Borrower  or any of its
Subsidiaries, except to the extent that such encumbrances and restrictions would
not,  in  the  aggregate,  affect  the  ability of the Subsidiaries to make such
dividends  and  distributions  in  amounts sufficient such that the Borrower can
timely  pay  and  perform  all  Obligations  in  full.

Section  7.21  Capital  Expenditures
------------------------------------

Prior  to  the Qualifying Date, the Borrower shall not, and shall not permit any
of  its  Subsidiaries to, make or commit to make Capital Expenditures during any
Fiscal  Year  in  an  aggregate  amount  in  excess  of  $75,000,000.

                                    ARTICLE 8

                                     Default

Section  8.1  Events  of  Default
---------------------------------

Each  of the following shall constitute an Event of Default, whatever the reason
for  such event, and whether voluntary, involuntary, or effected by operation of
law  or  pursuant  to  any  judgment or order of any court or any order, rule or
regulation  of  any  governmental  or  non-governmental  body:

(a)     Any  representation or warranty made under any Loan Document shall prove
to  have  been  incorrect  or  misleading  in  any  material  respect when made;

(b)     The  Borrower  shall  fail  to pay any (i) principal under any Note when
due;  or (ii) interest under any Note or any fees payable hereunder or any other
costs, fees, expenses or other amounts payable hereunder or under any other Loan
Document  within  the  earlier  of  (A) three days after the date due or (B) one
Business  Day  after  written  notice  thereof  from  the  Administrative Agent;

(c)     The Borrower or any of its Subsidiaries shall default in the performance
or  observance  of  any  agreement  or  covenant  contained in Article 7 hereof;

(d)     The Borrower or any of its Subsidiaries shall default in the performance
or  observance of any other agreement or covenant contained in this Agreement or
any  other  Loan Document not specifically referred to elsewhere in this Section
8.1,  and  such  default shall not be cured within a period of thirty days after
the  earlier  of  notice  from the Administrative Agent thereof or actual notice
thereof  by  the  Borrower  or  such  Subsidiary;

(e)     There  shall  be  commenced  an involuntary proceeding or an involuntary
petition  shall  be  filed  in a court having competent jurisdiction seeking (i)
relief in respect of the Borrower or any other Obligor, or a substantial part of
the  property  or  the assets of the Borrower or such Obligor, under Title 11 of
the  United  States  Code, as now constituted or hereafter amended, or any other
applicable  Federal,  state or foreign bankruptcy law or other similar law, (ii)
the  appointment  of  a  receiver,  liquidator,  assignee,  trustee,  custodian,
sequestrator or similar official of the Borrower or any other Obligor, or of any
substantial  part  of  their  respective  properties, or (iii) the winding-up or
liquidation  of  the  affairs  of the Borrower or any other Obligor and any such
proceeding  or petition shall continue unstayed and in effect for a period of 60
consecutive  days;  or  any  order  for  relief  shall  be  entered  in any such
proceeding;

(f)     The  Borrower  or any other Obligor shall (i) file a petition, answer or
consent  seeking  relief  under  Title  11  of  the  United  States Code, as now
constituted  or  hereafter  amended,  or  any other applicable Federal, state or
foreign  bankruptcy law or other similar law, (ii) consent to the institution of
proceedings  thereunder  or  to  the  filing  of  any  such  petition  or to the
appointment  or  taking  of  possession  of  a  receiver,  liquidator, assignee,
trustee,  custodian,  sequestrator  or other similar official of the Borrower or
any  other  Obligor  or  of  substantially  all of its properties, (iii) file an
answer  admitting  the  material  allegations  filed  against  it  in  any  such
proceeding,  (iv)  make  a  general assignment for the benefit of creditors, (v)
become  unable,  admit  in  writing its inability, or fail generally, to pay its
debts  as  they become due, or (vi) the Borrower or any other Obligor shall take
any  corporate  or  other  action  in  furtherance  of  any  such  action;

(g)     A  final judgment or judgments shall be entered by any court against the
Borrower or any other Obligor for the payment of money which exceeds $250,000 in
the  aggregate, or a warrant of attachment or execution or similar process shall
be issued or levied against property of the Borrower or any other Obligor which,
together  with  all other such property of the Borrower and the Obligors subject
to  other  such process, exceeds in value $250,000 in the aggregate, and if such
judgment  or  award  is not insured or, within 45 days after the entry, issue or
levy  thereof,  such  judgment,  warrant  or process shall not have been paid or
discharged  or  stayed  pending  appeal, or if, after the expiration of any such
stay,  such judgment, warrant or process shall not have been paid or discharged;

(h)     With respect to any Plan of the Borrower or any member of its Controlled
Group:  (i)  the  Borrower,  any  such member, or any other party-in-interest or
disqualified  person  shall  engage in transactions which in the aggregate would
reasonably  be  expected  to  result  in  a  direct or indirect liability to the
Borrower or any member of its Controlled Group under Section 409 or 502 of ERISA
or  Section  4975 of the Code; (ii) the Borrower or any member of its Controlled
Group  shall incur any accumulated funding deficiency, as defined in Section 412
of  the  Code, or request a funding waiver from the Internal Revenue Service for
contributions;  (iii)  the  Borrower or any member of its Controlled Group shall
incur  any  withdrawal liability as a result of a complete or partial withdrawal
within the meaning of Section 4203 or 4205 of ERISA, or any other liability with
respect  to  a  Plan, unless the amount of such liability has been funded within
the  Plan  or  pursuant to one or more insurance contracts; (iv) the Borrower or
any member of its Controlled Group shall fail to make a required contribution by
the  due  date under Section 412 of the Code or Section 302 of ERISA which would
result  in the imposition of a lien under Section 412 of the Code or Section 302
of  ERISA;  (v)  the  Borrower,  any  member of its Controlled Group or any Plan
sponsor  shall  notify  the  PBGC  of  an intent to terminate, or the PBGC shall
institute  proceedings  to terminate, or the PBGC shall institute proceedings to
terminate,  any Plan subject to Title IV of ERISA; (vi) a Reportable Event shall
occur  with  respect  to a Plan subject to Title IV of ERISA, and within 15 days
after  the  reporting  of such Reportable Event to the Administrative Agent, the
Administrative  Agent  shall  have  notified  the  Borrower  in writing that the
Determining  Lenders  have  made  a  determination  that,  on  the basis of such
Reportable  Event, there are reasonable grounds for the termination of such Plan
by  the  PBGC  or  for the appointment by the appropriate United States District
Court  of  a trustee to administer such Plan and as a result thereof an Event of
Default  shall  have occurred hereunder; (vii) a trustee shall be appointed by a
court of competent jurisdiction to administer any Plan or the assets thereof; or
(viii) any ERISA Event with respect to a Plan subject to Title IV of ERISA shall
have  occurred,  and  30  days  thereafter (A) such ERISA Event, other than such
event  described  in  clause  (f)  of  the definition of ERISA Event herein, (if
correctable)  shall  not  have  been corrected and (B) the then present value of
such  Plan's  benefit liabilities, as defined in Title IV of ERISA, shall exceed
the  then  current  value of assets accumulated in such Plan; provided, however,
that the events listed in subsections (i) - (viii) above shall constitute Events
of  Default  only  if  the maximum aggregate liability which the Borrower or any
member  of  its  Controlled Group has a reasonable likelihood of incurring under
the  applicable  provisions  of  ERISA resulting from such event or events could
reasonably  be  expected  to  exceed  $500,000.

(i)     The  Borrower  or  any other Obligor shall fail to make any payment when
due (whether by scheduled maturity, required prepayment, acceleration, demand or
otherwise)  with  respect to any Indebtedness in excess of $1,000,000 beyond any
grace  period  provided  with  respect  thereto, or any other event or condition
shall  exist  under any agreement or instrument under which such Indebtedness is
created  or  evidenced beyond any applicable grace period, if the effect of such
event  or  condition is to permit or cause the holder of such Indebtedness (or a
trustee  on  behalf of any such holder) to (i) cause such Indebtedness to become
due or prepaid prior to its date of maturity or (ii) require the Borrower or any
other  Obligor  to  purchase,  prepay  or  redeem  such  Indebtedness;

(j)     Any  real  property  lease  where  the Borrower or any Subsidiary of the
Borrower is the lessee shall terminate or cease to be effective, and termination
or  cessation  thereof,  together  with  all other real property leases, if any,
which  have  been  terminated  or  ceased  to  be effective, could reasonably be
expected  to have a Material Adverse Effect; provided, however, that termination
or  cessation  of a real property lease shall not constitute an Event of Default
if  another  real  property  lease reasonably satisfactory to the Administrative
Agent  is  contemporaneously  substituted  therefor;

(k)     Any  provision  of  any  Loan  Document shall for any reason cease to be
valid  and  binding  on  or  enforceable against any party to it (other than the
Administrative  Agent  or any Lender) in any material respect, or any such party
(other  than the Administrative Agent or any Lender) shall so assert in writing;

(l)     A  Change  of  Control  shall  occur;  or

(m)     Any  Collateral  Document  shall for any reason (other than as expressly
provided  or permitted pursuant to the terms of such Collateral Document or this
Agreement)  cease  to  create  a  valid and perfected first priority Lien in any
material  Collateral  subject  thereto.

Section  8.2  Remedies
----------------------

If  an  Event  of  Default  shall  have  occurred  and  shall  be  continuing:

(a)     With the exception of an Event of Default specified in Section 8.1(e) or
(f)  hereof,  the  Administrative Agent shall (i) upon direction of the Required
Revolving Credit Lenders, terminate the Revolving Credit Commitment, and/or (ii)
upon  the direction of the Determining Lenders, terminate the Commitments and/or
by  written  notice to the Borrower declare the principal of and interest on the
Advances  and all Obligations and other amounts owed under the Loan Documents to
be  forthwith  due and payable without presentment, demand, protest or notice of
any kind, all of which are hereby expressly waived, except for notices expressly
set  forth  in  the  Loan  Documents.

(b)     Upon  the  occurrence of an Event of Default specified in Section 8.1(e)
or  (f)  hereof,  such principal, interest and other amounts shall thereupon and
concurrently  therewith  become  due  and  payable  and  the  Commitments  shall
forthwith  terminate,  all  without  any action by the Administrative Agent, any
Lender  or  any holders of the Notes and without presentment, demand, protest or
other  notice  of  any  kind, all of which are expressly waived, anything in the
Loan  Documents  to  the  contrary  notwithstanding.

(c)     If  any  Letter  of Credit shall be then outstanding, the Administrative
Agent  may  at  its  election,  and  shall upon the direction of the Determining
Lenders,  make  demand upon the Borrower to, and forthwith upon such demand (but
in  the  case  of an Event of Default specified in Section 8.1(e) or (f) hereof,
without  any demand or taking of any other action by the Administrative Agent or
any  Lender),  the  Borrower  shall, pay to the Administrative Agent in same day
funds  at  the  office  of  the Administrative Agent for deposit in the L/C Cash
Collateral  Account, an amount equal to the maximum amount available to be drawn
under  the  Letters  of  Credit  then  outstanding.

(d)     The  Administrative Agent and the Lenders may exercise all of the Rights
granted  to  them  under  the  Loan  Documents  or  under  Applicable  Law.

(e)     The  Rights  of the Administrative Agent and the Lenders hereunder shall
be  cumulative,  and  not  exclusive.


                                    ARTICLE 9

                            Changes in Circumstances

Section  9.1  LIBOR  Basis  Determination  Inadequate
-----------------------------------------------------

If  with  respect to any proposed LIBOR Advance for any Interest Period, (i) any
Lender  determines  that  deposits in dollars (in the applicable amount) are not
being  offered to that Lender in the relevant market for such Interest Period or
(ii)  the  Determining  Lenders  determine that the LIBOR Rate for such proposed
LIBOR  Advance does not adequately and fairly reflect the cost to such Lender of
making  and  maintaining  such  proposed LIBOR Advance for such Interest Period,
such  Lender  or  Determining  Lenders, as the case may be, shall forthwith give
prompt  notice  thereof  to  the  Borrower,  whereupon  until  such  Lender  or
Determining  Lenders,  as  the  case  may  be,  notify  the  Borrower  that  the
circumstances  giving  rise to such situation no longer exist, the obligation of
such  Lender  to make LIBOR Advances shall be suspended; provided, however, such
Lender or the Determining Lenders, as the case may be, shall promptly notify the
Borrower  if  the  circumstances  giving rise to such situation no longer exist.

Section  9.2  Illegality
------------------------

If  any  change  or  phase-in of applicable law, rule or regulation, or adoption
thereof,  or  any  change in any interpretation or administration thereof by any
governmental  authority,  central  bank  or  comparable  agency charged with the
interpretation  or  administration  thereof, or compliance by any Lender (or its
LIBOR  Lending  Office) with any request or directive (whether or not having the
force  of  law)  of any such authority, central bank or comparable agency, shall
make  it unlawful or impossible for such Lender (or its LIBOR Lending Office) to
make,  maintain or fund its LIBOR Advances, such Lender shall promptly so notify
the  Borrower  and  the  Administrative  Agent.  Before giving any notice to the
Borrower  pursuant  to  this  Section,  the  notifying  Lender shall designate a
different  LIBOR Lending Office or other lending office if such designation will
avoid  the need for giving such notice and will not, in the sole judgment of the
Lender,  be  disadvantageous  to  the  Lender.  Upon  receipt  of  such  notice,
notwithstanding anything contained in Article 2 hereof, the Borrower shall repay
in full the then outstanding principal amount of each LIBOR Advance owing to the
notifying  Lender,  together with accrued interest thereon and any reimbursement
required  under  Section  2.9 hereof, on either (a) the last day of the Interest
Period  applicable  to  such  Advance,  if  the  Lender may lawfully continue to
maintain  and  fund  such Advance to such day, or (b) immediately, if the Lender
may  not  lawfully  continue to fund and maintain such Advance to such day or if
the  Borrower so elects.  Concurrently with repaying each affected LIBOR Advance
owing  to  such  Lender, notwithstanding anything contained in Article 2 hereof,
the  Borrower  may,  without any requirement to satisfy the conditions precedent
set  forth  in  Section  3.1,  3.2  or 3.3, borrow a Base Rate Advance from such
Lender,  and  such  Lender  shall make such Base Rate Advance, in an amount such
that the outstanding principal amount of the Advances owing to such Lender shall
equal  the  outstanding principal amount of the Advances owing immediately prior
to  such  repayment.

Section  9.3  Increased  Costs
------------------------------

(a)  If  any change, phase-in or adoption of any law, rule or regulation, or any
change  in  the  interpretation  or  administration  thereof by any governmental
authority,  central bank or comparable agency charged with the interpretation or
administration thereof or compliance by any Lender (or its LIBOR Lending Office)
with  any  request  or directive (whether or not having the force of law) of any
such  authority,  central  bank  or  comparable  agency:

     (i)  shall  subject  a Lender (or its LIBOR Lending Office) to any Tax (net
of any tax benefit engendered thereby) with respect to its LIBOR Advances or its
obligation  to  make  such  Advances,  or  shall change the basis of taxation of
payments  to  a  Lender  (or to its LIBOR Lending Office) of the principal of or
interest on its LIBOR Advances or in respect of any other amounts due under this
Agreement,  as  the case may be, or its obligation to make such Advances (except
for  changes  in  (A)  the  rate  of tax on the overall net income, net worth or
capital of the Lender and franchise taxes, doing business taxes or minimum taxes
imposed  upon  such  Lender and (B) withholding taxes of any Tribunal other than
the  United  States  of  America  or  any  state  thereof);  or

     (ii)  shall  impose,  modify  or  deem  applicable  any reserve (including,
without limitation, any imposed by the Board of Governors of the Federal Reserve
System), special deposit or similar requirement against assets of, deposits with
or for the account of, or credit extended by, a Lender's LIBOR Lending Office or
shall  impose  on  the  Lender  (or  its  LIBOR Lending Office) or on the London
interbank  market  any  other  condition  affecting  its  LIBOR  Advances or its
obligation  to  make  such Advances (but excluding any reserves or deposits that
are  included  in  the  calculation  of  LIBOR  Basis);

and  the  result of any of the foregoing is to increase the cost to a Lender (or
its  LIBOR  Lending  Office)  of making or maintaining any LIBOR Advances, or to
reduce  the  amount  of any sum received or receivable by a Lender (or its LIBOR
Lending  Office)  with  respect  thereto,  by an amount deemed by a Lender to be
material  ("Increased  Advance  Costs"),  then, within 30 days after demand by a
Lender, the Borrower agrees to pay to such Lender such additional amount as will
compensate such Lender for such Increased Advance Costs, subject to Section 11.9
hereof.  The  affected Lender will as soon as practicable notify the Borrower of
any event of which it has knowledge, occurring after the date hereof, which will
entitle  such Lender to compensation pursuant to this Section and will designate
a  different  LIBOR  Lending  Office or other lending office if such designation
will  avoid  the  need  for, or reduce the amount of, such compensation and will
not,  in  the  sole  judgment  of  the  affected  Lender  made in good faith, be
disadvantageous  to  such  Lender.

(b)  A  certificate  of  any Lender claiming compensation under this Section and
setting  forth  the  additional amounts to be paid to it hereunder shall certify
that  such amounts or costs were actually incurred by such Lender and shall show
in  reasonable  detail  an accounting of the amount payable and the calculations
used  to  determine  in  good  faith such amount and shall be controlling absent
demonstrable error.  In determining such amount, a Lender may use any reasonable
averaging  and  attribution  methods.  Nothing in this Section 9.3 shall provide
the  Borrower or any of its Subsidiaries the right to inspect the records, files
or  books  of  any Lender.  If a Lender demands compensation under this Section,
the  Borrower may at any time, upon at least five Business Days' prior notice to
the Lender, after reimbursement to the Lender by the Borrower in accordance with
this  Section  of  all costs incurred, prepay in full the then outstanding LIBOR
Advances  of  the  Lender, together with accrued interest thereon to the date of
prepayment,  along  with  any  reimbursement  required under Section 2.9 hereof.
Concurrently  with  prepaying such LIBOR Advances, the Borrower may, without any
requirement to satisfy the conditions precedent set forth in Section 3.1, 3.2 or
3.3,  borrow a Base Rate Advance from the Lender, and the Lender shall make such
Base  Rate  Advance,  in an amount such that the outstanding principal amount of
the  Advances  owing to such Lender shall equal the outstanding principal amount
of  the  Advances  owing  immediately  prior  to  such  prepayment.

Section  9.4  Effect  On  Base  Rate  Advances
----------------------------------------------

If  notice  has been given pursuant to Section 9.1, 9.2 or 9.3 hereof suspending
the  obligation  of a Lender to make LIBOR Advances, or requiring LIBOR Advances
of  a Lender to be repaid or prepaid, then, unless and until the Lender notifies
the Borrower that the circumstances giving rise to such suspension, repayment or
prepayment  no  longer apply, all Advances which would otherwise be made by such
Lender  as  LIBOR  Advances  shall  be  made  instead  as  Base  Rate  Advances.

Section  9.5  Capital  Adequacy
-------------------------------

If  (a)  the  phase-in  or  the  introduction  of  or  any  change  in or in the
interpretation of any law, rule or regulation or (b) compliance by a Lender with
any  Law or any guideline or request from any central bank or other governmental
authority  (whether  or  not  having  the  force  of law) (any of such events in
clauses  (a)  and  (b)  herein being referred to as a "Regulatory Modification")
affects  or  would  affect  the  amount  of  capital  required or expected to be
maintained  by  a  Lender  or  any corporation controlling such Lender, and such
Lender  determines that the amount of such capital is increased by or based upon
the  existence  of  such  Lender's  commitment  or  Advances hereunder and other
commitments  or advances of such Lender of this type, then, within 20 days after
demand  by  such Lender, subject to Section 11.9, the Borrower shall immediately
pay  to  such  Lender, from time to time as specified by such Lender, additional
amounts  sufficient to compensate such Lender with respect to such circumstances
(collectively,  "Additional  Costs"),  to the extent that such Lender reasonably
determines  in  good  faith  such  increase  in  capital  to be allocable to the
existence  of  such Lender's commitments hereunder to the extent not compensated
for  in the Base Rate Basis or in the LIBOR Rate Basis or in amounts paid by the
Borrower  pursuant  to  Section  9.3  hereof.  A  certificate as to such amounts
submitted  to  the  Borrower  by  a  Lender  hereunder  shall, in the absence of
demonstrable error, be controlling and binding for all purposes.  In determining
such  amount,  such  Lender or a corporation controlling such Lender may use any
reasonable  averaging  and  attribution methods.  Notwithstanding the foregoing,
nothing  in this Section 9.5 shall provide the Borrower or any Subsidiary of the
Borrower  the  right to inspect the records, files or books of any Lender or any
corporation  controlling  such  Lender.


                                   ARTICLE 10

                             Agreement Among Lenders

Section  10.1  Agreement  Among  Lenders
----------------------------------------

The  Lenders  agree  among  themselves  that:
(a)  Administrative Agent.  Each Lender hereby appoints the Administrative Agent
as its nominee in its name and on its behalf, to receive all documents and items
to  be  furnished  hereunder; to act as nominee for and on behalf of all Lenders
under  the  Loan  Documents; to, except as otherwise expressly set forth herein,
take  such action as may be requested by the Determining Lenders, provided that,
(i) unless and until the Administrative Agent shall have received such requests,
the  Administrative  Agent  may take such administrative action, or refrain from
taking  such  administrative  action,  as  it may deem advisable and in the best
interests  of  the  Lenders,  and  (ii)  the  Administrative  Agent shall not be
required  to  take  any action that exposes the Administrative Agent to personal
liability or that is contrary to any Loan Document or Applicable Law; to arrange
the  means  whereby  the  proceeds of the Advances of the Lenders are to be made
available  to  the  Borrower; to distribute promptly to each Lender information,
requests  and  documents  received  from the Borrower, and each payment (in like
funds  received)  with  respect to any of such Lender's Advances, or the ratable
amount  of  fees  or  other  amounts;  and  to deliver to the Borrower requests,
demands,  approvals  and consents received from the Lenders.  The Administrative
Agent agrees to promptly distribute to each Lender, at such Lender's address set
forth  below  information,  requests,  documents  and payments received from the
Borrower.  The  Administrative  Agent  shall  have no trustee or other fiduciary
relationship  in  respect of any Lender by reason of this Agreement or any other
Loan  Document.  The  Administrative  Agent  shall  have  no  duties  or
responsibilities except those expressly set forth in this Agreement.  The duties
of  the  Administrative  Agent  are  mechanical  and  administrative  in nature.

(b)  Replacement  of  Administrative  Agent.  Should the Administrative Agent or
any  successor  Administrative  Agent  ever  cease  to be a Lender hereunder, or
should  the  Administrative  Agent  or  any  successor Administrative Agent ever
resign  as  Administrative  Agent,  or  should  the  Administrative Agent or any
successor  Administrative  Agent  ever be removed with cause or without cause by
the  action  of  the  Determining Lenders (other than the Administrative Agent),
then  the  Lender  appointed  by  the  Determining  Lenders  (other  than  the
Administrative  Agent)  with  the  approval of the Borrower (provided that if an
Event  of  Default  shall  have  occurred and be continuing, the approval of the
Borrower shall not be required) shall forthwith become the Administrative Agent,
and  the Borrower and the Lenders shall execute such documents as any Lender may
reasonably  request  to  reflect such change at no cost to the Borrower.  If the
Administrative  Agent also then serves in the capacity of the Swing Line Bank or
the  Issuing  Bank,  such resignation or removal shall constitute resignation or
removal  of  the  Swing  Line  Bank  and  the  Issuing  Bank  and  the successor
Administrative  Agent shall serve in the capacity of the Swing Line Bank and the
Issuing  Bank.  Any  resignation  or  removal of the Administrative Agent or any
successor  Administrative  Agent  shall become effective upon the appointment by
the Lenders of a successor Administrative Agent from among the other Lenders and
written  notice  thereof  to  the  Borrower;  provided, however, if no successor
Administrative  Agent  shall have been so appointed and shall have accepted such
appointment  within  30 days after the retiring Administrative Agent's giving of
notice  of  resignation  or  the Lenders' removal of the retiring Administrative
Agent, then the retiring Administrative Agent may, on behalf of the Lenders and,
provided  that  no  Event of Default shall have occurred and be continuing, with
the  consent  of the Borrower, which consent shall not be unreasonably withheld,
appoint  a  successor  Administrative  Agent,  which  shall be a commercial bank
organized under the Laws of the United States of America or of any State thereof
and  having  a  combined capital and surplus of at least $500,000,000.  Upon the
acceptance  of  any  appointment  as  the  Administrative  Agent  hereunder by a
successor  Administrative  Agent,  such  successor  Administrative  Agent  shall
thereupon  succeed  to  and  become vested with all the rights and duties of the
retiring  Administrative  Agent,  and the retiring Administrative Agent shall be
discharged  from  its  duties and obligations under the Loan Documents, provided
that  if  the  retiring  or  removed Administrative Agent is unable to appoint a
successor  Administrative  Agent,  the  Administrative  Agent  shall,  after the
expiration  of  a  60  day  period  from  the date of notice, be relieved of all
obligations  as  Administrative  Agent  hereunder.  Notwithstanding  any
Administrative  Agent's resignation or removal hereunder, the provisions of this
Article  shall  continue  to  inure  to  its  benefit as to any actions taken or
omitted  to  be  taken  by  it  while it was the Administrative Agent under this
Agreement.

(c)  Expenses.  Each  Lender  shall  pay  its pro rata share, based on its Total
Specified  Percentage,  of  any  reasonable  expenses paid by the Administrative
Agent  directly  and  solely in connection with any of the Loan Documents (other
than  expenses  for  which the Administrative Agent has received compensation in
the  form  of  the fees set forth in the Administrative Agent Fee Letter) if the
Administrative  Agent does not receive reimbursement therefor from other sources
within  60  days  after the date incurred.  Any amount so paid by the Lenders to
the  Administrative Agent shall be returned by the Administrative Agent pro rata
to  each  paying  Lender  to  the extent later paid by the Borrower or any other
Person  on  the  Borrower's  behalf  to  the  Administrative  Agent.

(d)  Delegation  of  Duties.  The  Administrative  Agent  may execute any of its
duties  hereunder  by  or  through  officers, directors, employees, attorneys or
agents, and shall be entitled to (and shall be protected in relying upon) advice
of  counsel  concerning  all  matters  pertaining  to  its  duties  hereunder.

(e)  Reliance  by  Administrative  Agent.  The  Administrative  Agent  and  its
officers,  directors,  employees, attorneys and agents shall be entitled to rely
and  shall  be  fully  protected  in relying on any writing, resolution, notice,
consent,  certificate, affidavit, letter, cablegram, telegram, telex or teletype
message, statement, order, or other document or conversation reasonably believed
by it or them in good faith to be genuine and correct and to have been signed or
made  by  the proper Person and, with respect to legal matters, upon opinions of
counsel  selected by the Administrative Agent.  The Administrative Agent may, in
its  reasonable  judgment,  deem  and  treat  the payee of any Note as the owner
thereof  for  all  purposes  hereof.

(f)  Limitation of Administrative Agent's Liability.  Neither the Administrative
Agent  nor  any of its officers, directors, employees, attorneys or agents shall
be liable for any action taken or omitted to be taken by it or them hereunder in
good  faith  and  believed  by  it  or them to be within the discretion or power
conferred  to  it  or  them  by  the  Loan  Documents  or be responsible for the
consequences  of  any  error  of  judgment,  except  for  its or their own gross
negligence or willful misconduct.  Except as aforesaid, the Administrative Agent
shall  be  under  no  duty  to  enforce  any  rights  with respect to any of the
Advances,  or  any  security  therefor.  The  Administrative  Agent shall not be
compelled to do any act hereunder or to take any action towards the execution or
enforcement  of  the powers hereby created or to prosecute or defend any suit in
respect  hereof, unless indemnified to its reasonable satisfaction against loss,
cost,  liability and expense.  The Administrative Agent shall not be responsible
in  any manner to any Lender for the effectiveness, enforceability, genuineness,
validity  or  due  execution  of  any  of  the  Loan  Documents,  or  for  any
representation, warranty, document, certificate, report or statement made herein
or  furnished  in connection with any Loan Documents, or be under any obligation
to any Lender to ascertain or to inquire as to the performance or observation of
any  of  the terms, covenants or conditions of any Loan Documents on the part of
the  Borrower  or  any  other  Obligor.  TO  THE  EXTENT  NOT  REIMBURSED BY THE
BORROWER,  EACH  LENDER  HEREBY  SEVERALLY  INDEMNIFIES  AND  HOLDS HARMLESS THE
ADMINISTRATIVE AGENT, PRO RATA ACCORDING TO ITS TOTAL SPECIFIED PERCENTAGE, FROM
AND  AGAINST  ANY  AND ALL LIABILITIES, OBLIGATIONS, LOSSES, DAMAGES, PENALTIES,
ACTIONS,  JUDGMENTS,  SUITS,  COSTS, REASONABLE EXPENSES AND/OR DISBURSEMENTS OF
ANY  KIND  OR  NATURE  WHATSOEVER  WHICH MAY BE IMPOSED ON, ASSERTED AGAINST, OR
INCURRED  BY THE ADMINISTRATIVE AGENT (IN SUCH CAPACITY) IN ANY WAY WITH RESPECT
TO ANY LOAN DOCUMENTS OR ANY ACTION TAKEN OR OMITTED BY THE ADMINISTRATIVE AGENT
UNDER  THE  LOAN DOCUMENTS (INCLUDING ANY NEGLIGENT ACTION OF THE ADMINISTRATIVE
AGENT),  EXCEPT  TO  THE  EXTENT  THE  SAME ARE FINALLY DETERMINED BY A COURT OF
COMPETENT  JURISDICTION TO RESULT FROM GROSS NEGLIGENCE OR WILLFUL MISCONDUCT BY
THE  ADMINISTRATIVE AGENT.  THE INDEMNITY PROVIDED IN THIS SECTION 10.1(f) SHALL
SURVIVE  TERMINATION  OF  THIS  AGREEMENT.

(g)  Liability  Among  Lenders.  No Lender shall incur any liability (other than
the  sharing  of expenses and other matters specifically set forth herein and in
the  other  Loan Documents) to any other Lender, except for acts or omissions in
bad  faith.

(h)  Rights  as  Lender.  With respect to its commitment hereunder, the Advances
made  by  it and the Notes issued to it, the Administrative Agent shall have the
same  rights  as  a  Lender  and may exercise the same as though it were not the
Administrative  Agent,  and  the  term  "Lender"  or "Lenders" shall, unless the
context  otherwise indicates, include the Administrative Agent in its individual
capacity.  The  Administrative Agent or any Lender may accept deposits from, act
as  trustee  under  indentures  of, and generally engage in any kind of business
with, the Borrower and any of its Affiliates, and any Person who may do business
with  or  own securities of the Borrower or any of its Affiliates, all as if the
Administrative Agent were not the Administrative Agent hereunder and without any
duty  to  account  therefor  to  the  Lenders.

(i)  Notice  of  Default.  The  Administrative Agent shall not be deemed to have
knowledge  or notice of the occurrence of any Default or Event of Default (other
than  an Event of Default under Section 8.1(b) hereof) unless the Administrative
Agent  has  received  notice  from  a  Lender  or the Borrower referring to this
Agreement,  describing  such  Default  or Event of Default and stating that such
notice  is  a  "notice  of default".  In the event that the Administrative Agent
receives  any  such  notice, the Administrative Agent shall promptly give notice
thereof  to  the  Lenders.

Section  10.2  Lender  Credit  Decision
---------------------------------------

Each  Lender  acknowledges  that it has, independently and without reliance upon
the  Administrative  Agent  or  any  other  Lender  and based upon the financial
statements  referred  to in Sections 4.1(j), 6.1, and 6.2 hereof, and such other
documents  and  information  as  it  has deemed appropriate, made its own credit
analysis  and  decision  to  enter  into  this  Agreement.  Each  Lender  also
acknowledges  that  it  will,  independently  and  without  reliance  upon  the
Administrative  Agent  or  any  other  Lender  and based upon 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 and the
other  Loan  Documents.  Each Lender also acknowledges that its decision to fund
the  initial Advances shall constitute evidence to the Administrative Agent that
such  Lender  has  deemed all of the conditions set forth in Section 3.1 to have
been  satisfied.

Section  10.3  Benefits  of  Article
------------------------------------

None  of the provisions of this Article shall inure to the benefit of any Person
other than Lenders; consequently, no such other Person shall be entitled to rely
upon,  or  to  raise  as a defense, in any manner whatsoever, the failure of the
Administrative  Agent  or  any  Lender  to  comply  with  such  provisions.


                                   ARTICLE 11

                                  Miscellaneous

Section  11.1  Notices
----------------------
(a)  All  notices  and  other  communications  under  this Agreement shall be in
writing  (except  in  those  cases where giving notice by telephone is expressly
permitted)  and  shall  be  deemed  to  have  been  given on the date personally
delivered or sent by telecopy (answerback received), or three days after deposit
in  the  mail,  designated  as  certified  mail,  return  receipt  requested,
postage-prepaid,  or  one  day  after  being entrusted to a reputable commercial
overnight  delivery  service,  addressed  to  the  party to which such notice is
directed at its address determined as provided in this Section.  All notices and
other  communications  under this Agreement shall be given to the parties hereto
at  the  following  addresses:

     (i)    If to the Borrower, at:

            ClubCorp, Inc.
            3030 LBJ Freeway, Suite 700
            Dallas, Texas  75234
            Attention:   Treasurer
            Telephone:   (972)  888-7332
            Telecopier:  (972)  888-6239

     (ii)   If to the Administrative Agent, at:

            Bank of America, N.A.
            901 Main  Street, 14th  Floor
            Dallas, Texas 75202-3714
            Attn:  Molly Oxford
            Telephone:   (214)  09-3255
            Telecopier:  (214)  90-9437

     (iii)  If to a Lender, at its address shown below its name on the signature
pages  hereof,  or  if  applicable,  set  forth  in  its  Assignment  Agreement.

(b)  Any  party hereto may change the address to which notices shall be directed
by  giving  10  days'  written  notice  of  such  change  to  the other parties.

Section  11.2  Expenses
-----------------------

The  Borrower  shall  promptly  pay:
(a)  all  reasonable  out-of-pocket  expenses  of  the  Administrative  Agent in
connection  with  the  preparation,  negotiation, execution and delivery of this
Agreement  and the other Loan Documents, the transactions contemplated hereunder
and  thereunder,  and  the  making  of  Advances  hereunder,  including  without
limitation  the  reasonable  fees  and  disbursements  of  Special  Counsel;

(b)  all  reasonable  out-of-pocket  expenses,  including  reasonable attorneys'
fees,  of  the  Administrative  Agent  in  connection  with  the  transactions
contemplated in this Agreement and the other Loan Documents and the preparation,
negotiation,  execution  and delivery of any waiver, amendment or consent by the
Administrative Agent relating to this Agreement or the other Loan Documents; and

(c)  all  reasonable  out-of-pocket  costs,  expenses and attorneys' fees of the
Administrative  Agent  and  each  Lender  incurred  for enforcement, collection,
restructuring,  refinancing  and  "work-out", or otherwise incurred in obtaining
performance  under  the Loan Documents, which in each case shall include without
limitation  reasonable  fees  and expenses of consultants, legal counsel for the
Administrative  Agent  and  any  Lender  and  administrative  fees  for  the
Administrative  Agent.

Section  11.3  Waivers
----------------------

The  rights  and remedies of the Lenders under this Agreement and the other Loan
Documents  shall be cumulative and not exclusive of any rights or remedies which
they  would  otherwise have.  No failure or delay by the Administrative Agent or
any Lender in exercising any right shall operate as a waiver of such right.  The
Lenders  expressly reserve the right to require strict compliance with the terms
of  this  Agreement  in connection with any funding of a request for an Advance.
In  the  event  that  any  Lender  decides to fund an Advance at a time when the
Borrower  is  not  in  strict  compliance with the terms of this Agreement, such
decision  by such Lender shall not be deemed to constitute an undertaking by the
Lender  to  fund  any further requests for Advances or preclude the Lenders from
exercising  any  rights  available under the Loan Documents or at law or equity.
Any  waiver  or  indulgence  granted  by  the  Lenders  shall  not  constitute a
modification  of this Agreement, except to the extent expressly provided in such
waiver  or  indulgence,  or  constitute  a  course  of dealing by the Lenders at
variance  with  the terms of this Agreement such as to require further notice by
the  Lenders  of the Lenders' intent to require strict adherence to the terms of
this  Agreement in the future.  Any such actions shall not in any way affect the
ability  of  the  Administrative  Agent  or the Lenders, in their discretion, to
exercise  any  rights  available to them under this Agreement or under any other
agreement,  whether  or not the Administrative Agent or any of the Lenders are a
party  thereto,  relating  to  the  Borrower  or  any  of  its  Subsidiaries.

Section  11.4  Determination  by  the  Lenders  Conclusive  and  Binding
------------------------------------------------------------------------

Any determination or mathematical calculation required or expressly permitted to
be  made by the Administrative Agent or any Lender under this Agreement shall be
controlling,  absent  demonstrable  error.

Section 11. 5  Set-Off
----------------------
In   addition   to   any  rights  now  or  hereafter  granted  under  Applicable
Law  and  not  by  way of limitation of any such rights, upon the occurrence and
during  the  continuation of an Event of Default, each Lender and any subsequent
holder  of  any  Note, and any assignee of any Note, is hereby authorized by the
Borrower at any time or from time to time, without notice to the Borrower or any
other  Person,  any  such  notice  being  hereby  expressly  waived, to set-off,
appropriate  and apply any deposits (general or special (except trust and escrow
accounts),  time  or demand, including without limitation Indebtedness evidenced
by  certificates  of deposit, in each case whether matured or unmatured) and any
other  Indebtedness at any time held or owing by such Lender or holder to or for
the  credit  or  the  account  of  the  Borrower,  against and on account of the
Obligations  and  other  liabilities  of  the Borrower to such Lender or holder,
irrespective  of  whether  or  not  (a) the Lender or holder shall have made any
demand  hereunder, or (b) the Lender or holder shall have declared the principal
of  and  interest  on the Advances and other amounts due hereunder to be due and
payable  as  permitted by Section 8.2 hereof (but after each set-off such Lender
shall  promptly  notify  the  Administrative  Agent and the Borrower).  Any sums
obtained by any Lender or by any assignee or subsequent holder of any Note shall
be  subject to pro rata treatment and shared as provided in Section 2.12 hereof.

Section  11.6  Assignment
-------------------------

(a)  The  Borrower  may  not assign or transfer any of its rights or obligations
hereunder or under the other Loan Documents without the prior written consent of
the  Lenders.

(b)  No  Lender  shall  be  entitled  to  assign or grant a participation in its
interest in this Agreement, its Notes or its Advances, except as hereinafter set
forth.

(c)  Each  Lender may sell participations to one or more banks or other entities
(the  "Participants")  in  or  to all or a portion of its rights and obligations
under  this  Agreement  (including,  without limitation, all or a portion of the
Advances  or Reimbursement Obligations owing to it and the Note or Notes held by
it)  (the  "Participations");  provided,  however,  that  (i)  such  Lender's
obligations  under this Agreement (including, without limitation, its applicable
Specified  Percentage  of  the  Commitments)  shall  remain unchanged, (ii) such
Lender  shall  remain  solely  responsible  to  the other parties hereto for the
performance  of  such  obligations, (iii) such Lender shall remain the holder of
any  such  Note  for  all  purposes  of  this  Agreement, (iv) the Borrower, the
Administrative  Agent  and  the  other Lenders shall continue to deal solely and
directly  with  such  Lender  in  connection  with  such  Lender's  rights  and
obligations  under  this  Agreement,  (v)  no  Participant  under  any  such
Participation  shall  have  any  right to approve any amendment or waiver of any
provision  of any Loan Document, or any consent to any departure by the Borrower
therefrom, except to the extent that such amendment, waiver or consent would (A)
waive or reduce the amount of or waive or postpone any date fixed for payment of
principal  of,  or  interest  on, the Notes or any fees or other amounts payable
hereunder (B) increase the commitment of any Participant or (C) waive, extend or
postpone  the  date  of  any maturity of any Advance, in each case to the extent
subject  to  such Participation, and (vi) no Participation shall be in an amount
less than $5,000,000.  The Lenders may, subject to Section 11.14 hereof, provide
copies  of  all  financial  information  received  from  the  Borrower  to  such
Participants.

(d)  Each Lender may assign to one or more Eligible Assignees all or any part of
its  rights  and  obligations under this Agreement and the other Loan Documents;
provided,  however,  that (i) each such assignment shall be subject to the prior
written  consent  of the Administrative Agent and Borrower, which consents shall
not be unreasonably withheld (provided, however, notwithstanding anything herein
to  the  contrary, no consent of the (A) Borrower is required for any assignment
(w)  during  any  time that a Default or an Event of Default has occurred and is
continuing,  (x) to an Affiliate of a Lender, (y) to another Lender hereunder or
(z)  to  a  Related  Fund  and  (B)  Administrative  Agent  is  required for any
assignment  (x)  to an Affiliate of a Lender, (y) to another Lender hereunder or
(z) to a Related Fund), (ii) no such assignment, other than to an Affiliate of a
Lender,  to  an  existing  Lender hereunder or to a Related Fund, shall be in an
amount  less  than $5,000,000, unless the portion of the Commitments or Advances
of a Lender is less than $5,000,000, in which case such assignment may be in the
aggregate  amount  of  such  Lender's  portion  of  the  Commitments or Advances
(provided, however, notwithstanding anything herein to the contrary, in no event
shall  the portion of any Commitments or Advances retained by any Lender be less
than  $1,000,000), (iii) the applicable Lender and the Eligible Assignee and the
Borrower  and  the  Administrative  Agent,  where  applicable, shall execute and
deliver  to  the Administrative Agent an Assignment and Acceptance Agreement (an
"Assignment  Agreement") in substantially the form of Exhibit C hereto, together
with  the Notes subject to such assignment and (iv) the Eligible Assignee or the
assigning Lender, as the case may be, executing the Assignment, shall deliver to
the  Administrative  Agent  a  processing  fee  of $3,500.  Upon such execution,
delivery  and  acceptance  from  and  after the effective date specified in each
Assignment,  and  the  recordation  of  the  information therein in the Register
pursuant  to  Section 11.6(j) hereof, (A) the Eligible Assignee thereunder shall
be  party  hereto  and, to the extent that rights and obligations hereunder have
been assigned to it pursuant to such Assignment, have the rights and obligations
of  a  Lender  hereunder and (B) the applicable Lender shall, to the extent that
rights  and  obligations  hereunder  have  been  assigned by it pursuant to such
assignment,  relinquish  such rights and be released from such obligations under
this  Agreement;  provided,  however,  the  indemnities and rights provided such
Lender  in  Section  5.9,  Article  9 and Section 11.2 hereof shall survive such
assignment.

(e)  Notwithstanding  anything  in  clause  (d)  above  to the contrary, (i) any
Lender may assign and pledge all or any portion of its Advances and Notes to any
Federal  Reserve  Bank as collateral security pursuant to Regulation A of F.R.S.
Board  and  any  Operating Circular issued by such Federal Reserve Bank and (ii)
any Lender that is a fund may at any time assign or pledge all or any portion of
its  rights under this Agreement to secure such Lender's indebtedness; provided,
however,  that  no  such  assignment  under  this  clause  (e) shall release the
assignor  Lender  from  its  obligations  hereunder.

(f)  Upon  its  receipt  of  an Assignment Agreement executed by a Lender and an
Eligible  Assignee,  and  any  Note  or  Notes  subject  to such assignment, the
Borrower  shall,  subject to the Borrower's rights under Section 11.6(d), within
five  Business  Days  after its receipt of such Assignment Agreement execute and
deliver  to  the Administrative Agent in exchange for any such surrendered Notes
new  Notes  to  the  order  of  such Eligible Assignee in an amount equal to the
portion  of the Advances and the Specified Percentage of the Commitment assigned
to  it  pursuant  to such Assignment Agreement and new Notes to the order of the
assignor  Lender  in  an  amount  equal  to  the portion of the Advances and the
Specified Percentage of the Commitment retained by it hereunder.  Such new Notes
shall  be  in  an  aggregate  principal  amount equal to the aggregate principal
amount  of  such  surrendered  Notes,  shall be dated the effective date of such
Assignment Agreement and shall otherwise be in substantially the form of Exhibit
A,  B  or  C  hereto,  as  applicable.

(g)  Any  Lender  may,  in  connection  with  any assignment or participation or
proposed  assignment or participation pursuant to this Section 11.6, disclose to
the  Eligible  Assignee  or  Participant  or  proposed  Eligible  Assignee  or
Participant,  any  information relating to the Borrower furnished to such Lender
by  or  on  behalf  of  the  Borrower, provided such Person agrees in writing to
handle  such  information  in accordance with the standards set forth in Section
11.14  hereof.

(h)  Except  as  specifically  set  forth  in this Section 11.6, nothing in this
Agreement  or  any other Loan Documents, expressed or implied, is intended to or
shall  confer on any Person other than the respective parties hereto and thereto
and  their  successors  and  assignees  permitted  hereunder  and thereunder any
benefit  or  any  legal  or  equitable  right,  remedy or other claim under this
Agreement  or  any  other  Loan  Documents.

(i)  Notwithstanding  anything in this Section 11.6 to the contrary, no Eligible
Assignee  or  Participant  (nor  the assigning or participating Lender) shall be
entitled  to  receive (whether individually or collectively) any greater payment
under  Section  2.14  or  Section  9.3  or  Section  9.5  than such assigning or
participating  Lender  or  any  other Lender would have been entitled to receive
with  respect to the interest assigned or participated to such Eligible Assignee
or  Participant.

(j)  The  Administrative  Agent  shall  maintain  at  its address referred to in
Section 11.1 a copy of each Assignment Agreement delivered to and accepted by it
and  a  register (the "Register") for the recordation of the names and addresses
of  the  Lenders,  any  U.S.  taxpayer  identification  number,  the  Specified
Percentages of the Lenders (the "Ownership Information"), whether such Lender is
an  original  Lender or the assignee of another Lender pursuant to an Assignment
Agreement  and  the  effective  date and the amount of each Assignment Agreement
delivered  to  and  accepted  by it and the parties thereto.  Any transfer of an
ownership  interest in any Advance, including any right to principal or interest
payable  with  respect to such Advance, shall be subject to and conditioned upon
the  due recordation of such transfer and the Ownership Information with respect
to the transferee in the Register and such transfer shall be effective only upon
such  recordation  (and not prior thereto), which recordation the Administrative
Agent  agrees  to  make.  The  entries  in the Register shall be controlling and
binding  for  all  purposes,  absent  demonstrable  error, and the Borrower, the
Administrative  Agent  and  the  Lenders  may  treat  each  Person whose name is
recorded  in  the  Register  as a Lender hereunder for all purposes hereof.  The
Register  shall be available for inspection by the Borrower or any Lender at any
reasonable  time  and  from  time  to  time  upon  reasonable  prior  notice.

Section  11.7  Counterparts
---------------------------

This  Agreement  may  be  executed  in any number of counterparts, each of which
shall  be  deemed  to  be  an original, but all such separate counterparts shall
together  constitute  but  one  and  the  same  instrument.

Section  11.8  Severability
---------------------------

Any  provision  of  this  Agreement  or any other Loan Document which is for any
reason  prohibited  or  found  or  held invalid or unenforceable by any court or
governmental  agency  shall  be ineffective to the extent of such prohibition or
invalidity  or  unenforceability  without  invalidating the remaining provisions
hereof  or  thereof  in  such  jurisdiction  or  affecting  the  validity  or
enforceability  of  such  provision  in  any  other  jurisdiction.

Section  11.9  Interest  and  Charges
-------------------------------------

It is not the intention of any parties to this Agreement to make an agreement in
violation  of  the  laws  of  any  applicable  jurisdiction  relating  to usury.
Regardless  of  any  provision  in  any  Loan Documents, no Lender shall ever be
entitled  to  charge, receive, collect or apply, as interest on the Obligations,
any  amount  in excess of the Highest Lawful Rate.  If any Lender or Participant
ever  receives,  collects  or applies, as interest, any such excess, such amount
which  would  be  excessive  interest  shall  be  deemed  a partial repayment of
principal  and  treated hereunder as such; and if principal is paid in full, any
remaining  excess  shall be paid to the Borrower.  In determining whether or not
the  interest  paid  or  payable,  under  any  specific contingency, exceeds the
Highest  Lawful  Rate, the Borrower and the Lenders shall, to the maximum extent
permitted  under Applicable Law, (a) characterize any nonprincipal payment as an
expense,  fee  or  premium  rather  than  as  interest,  (b)  exclude  voluntary
prepayments  and  the  effect  thereof,  and (c) amortize, prorate, allocate and
spread  in  equal  parts,  the  total  amount  of interest throughout the entire
contemplated  term  of  the  Obligations  so  that  the interest rate is uniform
throughout  the  entire  term of the Obligations; provided, however, that if the
Obligations  are  paid  and  performed  in  full  prior  to  the end of the full
contemplated term thereof, and if the interest received for the actual period of
existence  thereof  exceeds the Highest Lawful Rate, the Lenders shall refund to
the  Borrower  the  amount  of  such  excess or credit the amount of such excess
against the total principal amount of the Obligations owing, and, in such event,
the  Lenders  shall  not  be  subject  to any penalties provided by any laws for
contracting  for, charging or receiving interest in excess of the Highest Lawful
Rate.  This  Section  shall  control  every  other  provision  of all agreements
pertaining  to  the  transactions  contemplated  by  or  contained  in  the Loan
Documents.

Section  11.10  Headings
------------------------

Headings  used  in this Agreement are for convenience only and shall not be used
in  connection  with  the  interpretation  of  any  provision  hereof.

Section  11.11  Amendment  and  Waiver
--------------------------------------

The  provisions  of this Agreement may not be amended, modified or waived except
by  the written agreement of the Borrower and the Determining Lenders; provided,
however,  that  no  such  amendment,  modification  or  waiver shall be made (a)
without  the  consent  of each Lender affected thereby, if it would (i) increase
the  aggregate  amount  of  the commitment of a Lender, or (ii) waive, extend or
postpone the date of maturity of, waive, extend or postpone the due date for any
scheduled  payment  of  principal  or  interest  on,  reduce  the  amount of any
installment  of principal or interest on, or reduce the rate of interest on, any
Advance,  the  Reimbursement  Obligations  or  other amount owing under any Loan
Documents (other than any Hedge Agreement) to a Lender, or (iii) reduce the fees
payable  hereunder  to which such Lender is entitled, (b) without the consent of
all  Lenders, if it would (i) release all or substantially all of the Guarantors
or  all  or  substantially  all  of  the Collateral, (ii) revise Section 11.6(a)
hereof,  (iii)  revise  this  Section  11.11,  or  (iv) revise the definition of
"Collateral  Release  Event"  or  "Qualifying Date",  (c) without the consent of
each Lender encompassed within such definition, reduce the percentages specified
in the definition of "Determining Lenders", "Required Revolving Credit Lenders",
"Required  Facility  A  Term  Loan  Lenders"  or  "Required Facility B Term Loan
Lenders";  (d)  without  the  consent  of the Required Revolving Credit Lenders,
amend,  modify  or  waive any condition precedent to an extension of a Revolving
Credit  Advance  under  Section  3.2  hereof;  (e)  without  the  consent of the
Administrative Agent, if it would alter the rights, duties or obligations of the
Administrative  Agent;  (f) without the consent of the Issuing Bank, if it would
alter  the rights, duties or obligations of the Issuing Bank; or (g) without the
consent  of the Swing Line Bank, if it would alter rights, duties or obligations
of  the  Swing  Line  Bank.  Notwithstanding  anything  in this Agreement to the
contrary,  (i)  no  amendment, waiver or consent that changes the application of
payments  or  prepayments to, or allocations of payments or prepayments between,
the  Facility  A Term Loan Advances and the Facility B Term Loan Advances and no
waiver  of any mandatory prepayment pursuant to Section 2.5(b)(ii) hereof may be
made  without  the  express  written  consent of the Determining Lenders and the
Required Facility A Term Loan Lenders and Required Facility B Term Loan Lenders,
(ii)  any  amendment  of  Section 7.12 hereof which reduces the maximum Leverage
Ratio  to  3.50 to 1 shall require only the consent of the Administrative Agent,
and (iii) any redesignation of a Guarantor as a Non-Guarantor shall only require
the  consent  of  the Administrative Agent.  Neither this Agreement nor any term
hereof  may be amended orally, nor may any provision hereof be waived orally but
only  by  an  instrument  in  writing signed by the Administrative Agent and the
Lenders  as  required by this Section 11.11 and, in the case of an amendment, by
the  Borrower.

Section  11.12  Exception  to  Covenants
----------------------------------------

Neither the Borrower nor any of its Subsidiaries shall be deemed to be permitted
to take any action or fail to take any action which is permitted as an exception
to  any  of  the  covenants  contained herein or which is within the permissible
limits of any of the covenants contained herein if such action or omission would
result  in  the  breach  of  any  other  covenant  contained  herein.

Section  11.13  No  Liability  of  Issuing  Bank
------------------------------------------------

The  Borrower  assumes  all risks of the acts or omissions of any beneficiary or
transferee  of  any  Letter  of Credit with respect to its use of such Letter of
Credit.  Neither  the  Issuing  Bank  nor any Lender nor any of their respective
officers  or directors shall be liable or responsible for:  (a) the use that may
be  made  of any Letter of Credit or any acts or omissions of any beneficiary or
transferee in connection therewith; (b) the validity, sufficiency or genuineness
of documents, or of any endorsement thereon, even if such documents should prove
to  be  in  any or all respects invalid, insufficient, fraudulent or forged; (c)
payment by the Issuing Bank against presentation of documents that do not comply
with the terms of a Letter of Credit, including failure of any documents to bear
any  reference  or  adequate reference to the Letter of Credit; or (d) any other
circumstances  whatsoever  in making or failing to make payment under any Letter
of Credit, except that the Borrower shall have a claim against the Issuing Bank,
and  the  Issuing  Bank  shall  be  liable to the Borrower, to the extent of any
direct,  but not consequential, damages suffered by the Borrower that a court of
competent  jurisdiction  finally  judicially  determines  were caused by (i) the
Issuing Bank's willful misconduct or gross negligence or (ii) the Issuing Bank's
willful  failure  to  make  lawful  payment  under  a Letter of Credit after the
presentation to it of a draft and certificates strictly complying with the terms
and conditions of the Letter of Credit.  In furtherance and not in limitation of
the  foregoing,  the Issuing Bank may accept documents that appear on their face
to  be in order, without responsibility for further investigation, regardless of
any  notice  or  information  to  the  contrary.

Section  11.4  Confidentiality
------------------------------

Each Lender and the Administrative Agent agrees (on behalf of itself and each of
its  Affiliates,  directors,  officers,  employees  and  representatives) to use
reasonable efforts to keep confidential, in accordance with customary procedures
for handling confidential information of this nature and in accordance with safe
and  sound  banking or investment practices, any non-public information supplied
to  it  by  the  Borrower  or  any of its Affiliates pursuant to this Agreement,
provided  that nothing herein shall limit the disclosure of any such information
(a) to the extent required by statute, rule, regulation or judicial process, (b)
to  counsel  for  any  Lender  or the Administrative Agent, (c) to bank or other
examiners,  regulatory bodies, auditors or accountants of any Lender, (d) to the
Administrative  Agent  or  any  other  Lender  or  any Affiliate thereof, (e) in
connection  with any Litigation relating to the transactions contemplated by the
Loan Documents to which any one or more of Lenders is a party, (f) to the extent
necessary  in  connection with the exercise of any Right under this Agreement or
any  other  Loan  Document,  or  (g) to any Eligible Assignee or Participant (or
prospective  Eligible  Assignee  or  Participant)  or  to any direct or indirect
contractual counterparties in swap agreements or to the professional advisors of
such  swap  counterparties  so long as such Eligible Assignee or Participant (or
prospective  Eligible Assignee or Participant) or direct or indirect contractual
counterparties  in  swap  agreements  or  such swap counterparties' professional
advisors  agrees to handle such information in accordance with the provisions of
this  Section  11.14.  Non-public  information does not include information that
(a) was publicly known prior to the time of disclosure by the Borrower or any of
its  Subsidiaries,  (b)  after  disclosure  by the Borrower to any Lender or the
Administrative  Agent  becomes  publicly known through no act or omission by any
Lender  or  the  Administrative  Agent  or by any Person acting on behalf of any
Lender  or the Administrative Agent or (c) otherwise becomes known to any Lender
or the Administrative Agent other than through disclosure by the Borrower or any
of  its Subsidiaries or Affiliates or any of their respective representatives or
consultants.

Section  11.15  No  Duties
--------------------------

The Borrower and the Lenders acknowledge that neither the Syndication Agent, the
Documentation  Agent,  the  Managing  Agents  nor  the  Co-Agents shall have any
duties,  responsibilities  or  liabilities  in  their  respective  capacities.

SECTION  11.16  GOVERNING  LAW
------------------------------

THIS  AGREEMENT  AND  THE  OTHER LOAN DOCUMENTS SHALL BE CONSTRUED IN ACCORDANCE
WITH  AND  GOVERNED  BY  THE  LAWS  OF THE STATE OF TEXAS (WITHOUT REGARD TO THE
PRINCIPLES  OF  CONFLICTS  OF  LAWS) AND THE UNITED STATES OF AMERICA.  THE LOAN
DOCUMENTS  ARE  PERFORMABLE  IN  DALLAS COUNTY, TEXAS, AND THE BORROWER AND EACH
SURETY,  GUARANTOR,  ENDORSER AND ANY OTHER PARTY EVER LIABLE FOR PAYMENT OF ANY
MONEY  PAYABLE  WITH  RESPECT TO THE LOAN DOCUMENTS, JOINTLY AND SEVERALLY WAIVE
THE  RIGHT  TO BE SUED ELSEWHERE.  WITHOUT EXCLUDING ANY OTHER JURISDICTION, THE
BORROWER  AGREES  THAT  THE STATE AND FEDERAL COURTS OF TEXAS LOCATED IN DALLAS,
TEXAS,  SHALL  HAVE  JURISDICTION  OVER  PROCEEDINGS  IN  CONNECTION  WITH  THIS
AGREEMENT AND THE OTHER LOAN DOCUMENTS AND HEREBY SUBMITS WITH RESPECT TO ITSELF
AND  ITS  PROPERTY  TO THE JURISDICTION OF ANY SUCH COURT FOR THE PURPOSE OF ANY
SUIT,  ACTION,  PROCEEDING  OR  JUDGMENT  RELATING  TO  OR  ARISING  OUT OF THIS
AGREEMENT  OR  ANY  OTHER  LOAN  DOCUMENT.

SECTION  11.17  WAIVER  OF  JURY  TRIAL
---------------------------------------

EACH  OF THE BORROWER, THE ADMINISTRATIVE AGENT AND THE LENDERS HEREBY KNOWINGLY
VOLUNTARILY,  IRREVOCABLY  AND  INTENTIONALLY  WAIVE,  TO  THE  MAXIMUM  EXTENT
PERMITTED  BY LAW, ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR CLAIM
ARISING  OUT  OF  OR  RELATED  TO  ANY OF THE LOAN DOCUMENTS OR THE TRANSACTIONS
CONTEMPLATED  THEREBY.  THIS  PROVISION  IS A MATERIAL INDUCEMENT TO EACH LENDER
ENTERING  INTO  THIS  AGREEMENT  AND  MAKING  ANY  ADVANCES  HEREUNDER.

SECTION  11.18  ENTIRE  AGREEMENT
---------------------------------

THIS  WRITTEN  AGREEMENT, TOGETHER WITH THE OTHER LOAN DOCUMENTS, REPRESENTS THE
FINAL  AGREEMENT  BETWEEN  THE  PARTIES  REGARDING THE SUBJECT MATTER HEREIN AND
THEREIN  AND  MAY  NOT  BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR
SUBSEQUENT  ORAL  AGREEMENTS OF THE PARTIES HERETO.  THERE ARE NO UNWRITTEN ORAL
AGREEMENTS  BETWEEN  THE  PARTIES.


IN  WITNESS  WHEREOF, this Credit Agreement is executed as of the date first set
forth  above.

BORROWER:  CLUBCORP, INC.

By:  /s/John M. Massey III
-----------------------------
John M. Massey  II
Treasurer


ADMINISTRATIVE AGENT:  BANK OF AMERICA, N.A., as Administrative Agent

By:  /s/Daniel M. Killian
---------------------------
Daniel M. Killian
Principal


SYNDICATION AGENT:  WELLS FARGO BANK  TEXAS), N.A., as Syndication Agent

By:
Name:
Title:

DOCUMENTATION AGENT:  BANK ONE, TEXAS, N.A., as  documentation Agent

By:
Name:
Title:


MANAGING AGENTS:  FIRST UNION NATIONAL BANK, as Managing Agent

By:
Name:
Title:


CREDIT LYONNAIS NEW YORK BRANCH, as Managing Agent

By:
Name:
Title:


CO-AGENTS:  GUARANTY FEDERAL BANK, F.S.B., as  o-Agent

By:
Name:
Title:


BRANCH BANKING AND TRUST COMPANY, as Co-Agent

By:
Name:
Title:


SOUTHTRUST BANK, N.A., as Co-Agent

By:
Name:
Title:


COMERICA BANK, as a Co-Agent

By:
Name:
Title:


LENDERS:  BANK OF AMERICA, N.A., as a Lender, Swing Line Bank and Issuing Bank

By:  /s/Daniel M. Killian
-------------------------
Daniel M. Killian
Principal

901 Mail Street, 67th  Floor
Dallas, Texas  75202
Attn: Dan M. Killian


WELLS FARGO BANK (TEXAS), N.A., as a Lender

By:
Name:
Title:

__________________________
__________________________
Attn:     ____________________


BANK ONE, TEXAS, N.A., as a Lender



By:
Name:
Title:


__________________________
__________________________
Attn:     ____________________


FIRST UNION NATIONAL BANK, as a Lender


By:
Name:
Title:


__________________________
__________________________
Attn:     ____________________


CREDIT  LYONNAIS  NEW  YORK  BRANCH,  as  a  Lender


By:
Name:
Title:


__________________________
__________________________
Attn:     ____________________


GUARANTY  FEDERAL  BANK,  F.S.B.,  as  a  Lender


By:
Name:
Title:


__________________________
__________________________
Attn:     ____________________


BRANCH  BANKING  AND  TRUST  COMPANY,  as  a  Lender


By:
Name:
Title:


__________________________
__________________________
Attn:     ____________________


SOUTHTRUST BANK, N.A., as a  Lender

By:
Name:
Title:


__________________________
__________________________
Attn:     ____________________


COMERICA  BANK


By:
Name:
Title:


__________________________
__________________________
Attn:     ____________________


COMPASS BANK


By:
Name:
Title:


__________________________
__________________________
Attn:     ____________________


MELLON BANK, N.A.


By:
Name:
Title:


__________________________
__________________________
Attn:     ____________________


BANK OF HAWAII


By:
Name:
Title:


__________________________
__________________________
Attn:     ____________________


BANK OF TEXAS, N.A.


By:
Name:
Title:


__________________________
__________________________
Attn:     ____________________


HIBERNIA NATIONAL BANK



By:
Name:
Title:


__________________________
__________________________
Attn:     ____________________


TEXTRON FINANCIAL CORPORATION


By:
Name:
Title:


__________________________
__________________________
Attn:     ____________________

DEBIS FINANCIAL SERVICES, INC.


By:
Name:
Title:


__________________________
__________________________
Attn:     ____________________


MERCANTILE BANK NATIONAL ASSOCIATION


By:
Name:
Title:


__________________________
__________________________
Attn:     ____________________


DEPOSIT GUARANTY NATIONAL BANK


By:
Name:
Title:


__________________________
__________________________
Attn:     ____________________


BANK AUSTRIA CREDITANSTALT CORPORATE FINANCE, INC.


By:
Name:
Title:


By:
Name:
Title:


__________________________
__________________________
Attn:     ____________________


FLOATING RATE PORTFOLIO

By:  INVESCO Senior Secured Management, Inc. as attorney in fact


By:
Name:
Title:


__________________________
__________________________
Attn:     ____________________


METROPOLITAN LIFE INSURANCE COMPANY


By:
Name:
Title:


__________________________
__________________________
Attn:     ____________________


PPM SPYGLASS FUNDING TRUST


By:
Name:
Title:


__________________________
__________________________
Attn:     ____________________


BANKBOSTON, N.A.


By:
Name:
Title:


__________________________
__________________________
Attn:     ____________________


HELLER FINANCIAL, INC.


By:
Name:
Title:


__________________________
__________________________
Attn:     ____________________


OCTAGON LOAN  TRUST

By:  Octagon Credit Investors, LLC, as Manager


By:
Name:
Title:


__________________________
__________________________
Attn:     ____________________


BALANCED HIGH-YIELD FUND II LTD.


By:
Name:
Title:


__________________________
__________________________
Attn:     ____________________


CYPRESSTREE SENIOR FLOATING RATE FUND

By:  CypressTree Investment Management Company, Inc., as Portfolio Manager


By:
Name:
Title:


__________________________
__________________________
Attn:     ____________________


NORTH AMERICAN SENIOR FLOATING RATE FUND

By:  CypressTree Investment Management Company, Inc., as Portfolio Manager


By:
Name:
Title:


__________________________
__________________________
Attn:     ____________________