Exhibit 10.21



                             $300,000,000

                           CREDIT  AGREEMENT

                                 AMONG

                     CLUB  CORPORATION  INTERNATIONAL

                     CERTAIN  LENDERS  NAMED  HEREIN

                NATIONSBANK,  N.A.,  AS  ADMINISTRATIVE  AGENT

                                 AND

                   CREDIT  LYONNAIS  NEW  YORK  BRANCH

                                 AND

                     FIRST  UNION  NATIONAL  BANK

                            AS  CO-AGENTS




                           May  27,  1998




     TABLE  OF  CONTENTS



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     Payment  of  Principal  of  Advances
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     INDEMNITY
Section  5.10    Environmental  Law  Compliance
Section  5.11    Further  Assurances
Section  5.12    Year  2000  Compliance
Section  5.13    Non-Guarantors  as  Guarantors

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

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  11.5    Set-Off
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  of  Co-Agents
SECTION  11.16   GOVERNING  LAW
SECTION  11.17   WAIVER  OF  JURY  TRIAL
SECTION  11.18   ENTIRE  AGREEMENT

Schedules  and  Exhibits

Schedule  1:     Commitments  and  Specified  Percentages
Schedule  2:     LIBOR  Lending  Offices
Schedule  3:     Existing  Liens
Schedule  4:     Subsidiaries
Schedule  5:     Existing  Investments
Schedule  6:     Existing  Indebtedness
Schedule  7:     Existing  Letters  of  Credit
Schedule  8:     Investment  Policy
Schedule  9:     Labor  Matters
Schedule  10:    Non-Guarantors

Exhibit  A:      Revolving  Credit  Note
Exhibit  B:      Compliance  Certificate
Exhibit  C:      Assignment  Agreement
Exhibit  D:      Subsidiary  Guaranty
Exhibit  E:      Notice  of  Borrowing
Exhibit  F:      Swing  Line  Note
Exhibit  G:      Notice  of  Continuation/Conversion


<PAGE>


CREDIT  AGREEMENT



     THIS  CREDIT  AGREEMENT is dated as of May 27, 1998, among CLUB CORPORATION
INTERNATIONAL,  a  Nevada corporation (the "Borrower"), the Lenders from time to
time  party  hereto,  CREDIT  LYONNAIS  NEW  YORK  BRANCH, as a co-agent for the
Lenders,  FIRST  UNION  NATIONAL  BANK,  as  a  co-agent  for  the  Lenders, and
NATIONSBANK,  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), (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  capital  stock  or other equity securities or interests) 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 any
Interest  Period  by  (b) 1 minus the Reserve Requirement for such LIBOR Advance
for  any  Interest  Period.

     "Administrative  Agent"  means  NationsBank,  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 Credit Agreement, as amended, modified, supplemented
or  restated  from  time  to  time  to  the extent permitted pursuant hereto and
pursuant  to  the  Intercreditor  Agreement.

     "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(a), 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,  this  Agreement,  the  Notes or any other Loan
Documents.

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

Applicability                                    LIBOR Basis
-------------                                    -----------

(a) The Leverage Ratio is less than 1.75 to 1        0.250
(b) The Leverage Ratio is greater than or equal
     to 1.75 to 1 but less than 2.25 to 1            0.325
(c) The Leverage Ratio is greater than or equal
     to 2.25 to 1 but less than 2.75 to 1            0.425
(d) The Leverage Ratio is greater than or equal
     to 2.75 to 1 but less than 3.25 to 1            0.500
(e) The Leverage Ratio is greater than or equal
     to 3.25 to 1                                    0.750


The  Applicable 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 LIBOR Basis as a
result of a change in the Applicable 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  Lenders  by the date required, the Applicable Margin shall be
determined  as if the Leverage Ratio is greater than or equal to 3.25 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 third Fiscal Quarter of the Borrower's
1998 Fiscal Year and related Compliance Certificate, the Applicable Margin shall
be determined as if the Leverage Ratio is greater than or equal to 2.25 to 1 but
less  than  2.75  to  1.

     "Arrangement  Fee  Letter" means that certain letter, dated April 17, 1998,
from  NationsBank, N.A., and NationsBanc Montgomery Securities LLC, providing an
arrangement  fee  with  respect  to  the  Commitment.

     "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.

     "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  or  (b)  the Prime Rate on such day.  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.

     "Capitalized Lease Obligations" means that portion 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.

     "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.

     "CERCLA"  means 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.

     "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.

     "Closing  Fee  Letter"  has the meaning specified in Section 2.4(b) hereof.

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

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

     "Commitment"  means the commitment of the Lenders, subject to the terms and
conditions  hereof,  to  make  Advances or to issue or participate in Letters of
Credit  up  to an aggregate principal amount of $300,000,000, as such amount may
be  reduced  pursuant  to  Section  2.6,  hereof.

     "Compliance  Certificate"  means  a  certificate,  signed  by an Authorized
Signatory,  in  substantially  the  form  of Exhibit B, 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 that would be necessary in order to constitute such
event  an  Event  of  Default.

     "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  Specified  Percentages  aggregate  more  than 50%; provided,
however,  in  the  event  that  the Commitment has been terminated, "Determining
Lenders"  means, on any date of determination, any combination of Lenders having
more  than  50%  of  Advances (other than Swing Line Advances) 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) 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.

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

     "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, any items of extraordinary gain, including net gains on the sale of
assets  other  than  asset  sales in the ordinary course of business, 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.

     "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 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 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 Agent 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 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  7  hereto.

     "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.

     "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 Thursday following the last
Wednesday  in  December  and  ending  on  the  last  Wednesday  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.

     "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.

     "Form  1001"  has  the  meaning  specified in Section 2.13(e)(i)(B) hereof.

     "Form  4224"  has  the  meaning  specified in Section 2.13(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, and (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 and (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 non-speculative 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 preferred stock issued by such Person and required by the terms thereof
to be redeemed, or for which mandatory sinking fund payments are due, by a fixed
date,  (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;  and

          (iii)      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 8, 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 the
Commitment  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  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
Margin.

     "LIBOR  Lending  Office"  means,  with  respect  to  a  Lender,  the office
designated  as  its LIBOR Lending Office on Schedule 2 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,
the  L/C Related Documents, the Arrangement Fee Letter, the Administrative Agent
Fee  Letter,  any Hedge Agreement with any Lender or an Affiliate of any Lender,
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  as  security  for  the  Obligations.

     "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  calculation.

     "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.

     "Maturity  Date"  means May 27, 2003, or the earlier date of termination in
whole  of  the  Commitment  pursuant  to  Section  2.6  or  8.2  hereof.

     "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.

     "NationsBank"  means  NationsBank, N.A., a national banking association, in
its  capacity  as  a  Lender.

     "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, transfer or issuance
of  Capital  Stock  to any Person, the amount of cash received by such Person in
connection  with  such  transaction  (including  cash  proceeds  of any property
received in consideration of any such sale, transfer or other disposition) 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 and other similar commissions
and  fees,  and  expenses,  in  each case, to the extent paid or payable by such
Person;  (ii)  filing, recording or registration fees or charges or similar fees
or  charges  paid by such Person; and (iii) 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).

     "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 Guarantor as a Non-Guarantor (in which
case  such  Subsidiary  shall be released from its obligations in respect of the
Subsidiary  Guaranty  by  the  Administrative  Agent)  and  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;
provided,  however,  at  the  time  of  such designation and after giving effect
thereto,  no  Default or Event of Default shall have occurred and be continuing;
provided,  however,  notwithstanding the above, the following Subsidiaries shall
at  no  time  be  Non-Guarantors:    Club  Corporation  of  America,  a Delaware
corporation,  Club  Resorts  Holding,  Inc.,  a  Nevada  corporation,  and  The
International  Group  of  Club  Corp.,  a  Nevada  corporation.

     "Notes"  means, collectively, the Revolving Credit Notes and the Swing Line
Note.

     "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) 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 as they may be amended
from  time to time, 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 payable by the
Borrower  or  any  other  Obligor  under  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 3 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;  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  is  incurred  solely for the purpose of financing the acquisition of such
assets  and  incurred  at  the  time of acquisition or which exists 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 thereof 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 15% of Net Tangible Assets, 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 Indebtedness of the Borrower and its
Subsidiaries secured by Liens described in clauses (j) and (k) of the definition
of  Permitted  Liens.

     "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.

     "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.

     "Quarterly  Date"  means  the  last  day of each March, June, September and
December,  beginning  June  30,  1998.

     "Reference  Lender"  means  NationsBank; provided that if NationsBank shall
cease  to  be  the Administrative Agent hereunder, NationsBank 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.

     "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  Commitment  has  been  terminated.

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

     "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 Indebtedness
at  regularly  scheduled  maturities.

     "Revolving Credit Advance" means an Advance made pursuant to Section 2.1(a)
hereof.

     "Revolving  Credit Notes" means the promissory notes of 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.

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

     "Secured  Indebtedness"  means  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 to any Lender, the percentage indicated
beside its name on Schedule 1 hereto as its Specified Percentage, or as adjusted
or  specified in any amendment to this Agreement or in any Assignment Agreement.

     "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  direct  and  indirect 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(b)
hereof.

     "Swing  Line  Bank"  means  NationsBank,  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(b) hereof.

     "Swing  Line Note" means the Swing Line Note of the Borrower payable to the
order  of  the  Swing  Line  Bank,  evidencing  Swing  Line  Advances hereunder,
substantially  in  the  form  of  Exhibit F hereto, together with any extension,
renewal  or  amendment  thereof  or  substitution  therefor.

     "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 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  31,  1997.

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

     "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) Membership Deposits.

     "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.

     "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.  If
as a result of a determination by any Tribunal the Borrower and its Subsidiaries
are  required  to  account  for  Membership Deposits in a manner other than that
currently  reported  by  the Borrower and its Subsidiaries, the Borrower and the
Lenders  agree  to  negotiate in good faith such amendments to this Agreement to
reflect  such  change  in  accounting  treatment so that the economic effect and
financial  treatment  is as similar as possible, given such change in accounting
treatment.


     ARTICLE  2

     Advances

     Section  2.1          The  Advances

     (a)      Revolving Credit Advances.  Each Lender 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 Maturity
Date  in  an  aggregate  amount  not  to  exceed its Specified Percentage of the
Commitment  less  its  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 (a) the
sum  of  the  principal amount of all outstanding (i) Revolving Credit Advances,
(ii)  Reimbursement  Obligations  and  (iii)  Swing  Line  Advances  exceed  the
Commitment.

     (b)      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  Maturity  Date  in  an aggregate principal amount not to exceed at any time
outstanding  the  lesser  of  (a)  $15,000,000  and  (b)  an amount equal to the
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.

     (c)      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  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 E 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, and the amount of the proposed aggregate Base
Rate  Advances  to  be  made  by  Lenders.

     (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  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 and the Interest Period selected by the Borrower,
provided  that  no  such  Interest  Period  shall extend past the Maturity Date.

     (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, (ii) the amount of the proposed Swing Line Advance and
(iii)  the maturity date of the proposed Swing Line Advance (which maturity date
shall be no later than the fourteenth day after the requested date of such 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  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 G 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 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  Specified Percentage 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
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)      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.  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,  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 which is a Base Rate Advance in an
amount equal to the product of (i) the 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.

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  Maturity  Date.

     (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  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  at  maturity,  by  reason of acceleration 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.

          (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 the maturity date of each
Swing  Line  Advance  and  on  the  Maturity  Date.

     (d)        Interest After an Event of Default.  (i) Subject to Section 11.9
hereof,  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 ratable account of the Lenders, a
facility  fee  ("Facility  Fee")  in  an amount equal to the product of (i) each
Lender's  Specified  Percentage  multiplied by the 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 1.75 to 1                                              0.150
(b)  The Leverage Ratio is greater than or equal to 1.75 to 1 but less than 2.25 to 1       0.175
(c)  The Leverage Ratio is greater than or equal to 2.25 to 1 but less than 2.75 to 1       0.200
(d)  The Leverage Ratio is greater than or equal to 2.75 to 1                               0.250
</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 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 Commitment shall be determined
as  if  the Leverage Ratio is greater than or equal to 2.75 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 third Fiscal Quarter of the Borrower's
1998  Fiscal  Year and related Compliance Certificate, the facility fee shall be
determined  as  if  the Leverage Ratio is greater than or equal to 2.25 to 1 but
less  than  2.75  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) NationsBank,
N.A.  and  NationsBanc  Montgomery  Securities  LLC  the  fees  specified in the
Arrangement  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.  On or before the date of any reduction of
the  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
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 and Swing Line
Advances  exceed  the Commitment after any reduction thereof, the Borrower shall
repay  any  such  excess  amount  and  all accrued interest attributable to such
excess  Revolving  Credit  Advances  and Swing Line Advances on the date of such
reduction.

     (c)          Payments,  Generally.   Any prepayment of any Advance shall be
accompanied  by  interest  accrued  on  the principal amount being prepaid.  Any
voluntary  partial payment of a 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.  Any
voluntary  partial  payment  of  a  LIBOR 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 prepayment of a LIBOR Advance is made 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.

     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 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 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 Commitment shall be applied pro rata among
the  Lenders  based  on  the  respective  Specified  Percentages.

     (b)     Mandatory Reduction.  On the Maturity Date, the Commitment shall be
automatically  reduced  to  zero.

     (c)          General  Requirements.    Upon any reduction of the 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  Commitment  may  not  be  increased  or  reinstated.

     Section  2.7     Non-Receipt of Funds by the Administrative AgentUnless 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 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  Maturity  Date.

     (b)        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)          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
to  the  Administrative  Agent  at  the Administrative Agent's office, in lawful
money  of the United States of America constituting immediately available funds.

     (b)          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)      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)          If  some  but  less than all amounts due from the Borrower are
received  by the Administrative Agent, the Administrative Agent shall apply such
amounts  in  the  following  order  of  priority;  (i)  to  the  payment  of the
Administrative  Agent's  expenses incurred on behalf of the Lenders then due and
payable,  if  any;  (ii)  to the payment of all other fees then due and payable;
(iii)  to  the  payment of interest then due and payable, first on the Revolving
Credit  Advances and, second on the Swing Line Advances; (iv) the payment of all
other  amounts not otherwise referred to in this clause (d) then due and payable
under  the  Loan  Documents;  and  (v)  to the payment of principal then due and
payable,  first  on  the Revolving Credit Advances and, second on the Swing Line
Advances.

     (e)     At all times prior to the Lenders making a Revolving Credit Advance
pursuant to Section 2.2(g) hereof, the Administrative Agent shall distribute all
payments  in respect of the Swing Line Advances to the Swing Line Bank.  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 payments in
respect  of  the  Swing  Line  Advances  to  the  Lenders in accordance with the
respective  Specified  Percentages.

     Section  2.11          LIBOR  Lending Offices.  Each Lender's initial LIBOR
Lending  Office  is  set  forth opposite its name in Schedule 2 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 or in respect of Swing Line Advances)
in excess of its Specified Percentage, then 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 the excess payment
pro  rata  according to its Specified Percentage; 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 the Lender or
the  Administrative  Agent  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  wilful  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 wilful 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 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 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 Maturity
Date  or (ii) one year after the date of issuance thereof.  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, and each Lender 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 Borrower
under this Agreement in respect thereof in an amount equal to the product of (x)
such  Lender's 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).    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)          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  Specified  Percentages,  a  per  annum  fee  (which  shall be payable
quarterly  in  arrears on each Quarterly Date and on the Maturity Date) equal to
the  product  of the Applicable Margin in effect from time to time for Revolving
Credit  Advances  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.

          (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 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 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 the initial
Advance  (and  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, and 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, payable to the order of each
Lender and in an amount for each Lender equal to its Specified Percentage of the
Commitment;

     (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 Advance, 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
consummated  simultaneously  with  the  initial Advance hereunder) refinanced or
repaid  in  full  and all obligations of the Borrower and its Subsidiaries under
such  Indebtedness  shall  terminate;

     (j)          the duly executed Swing Line Note, payable to the order of the
Swing  Line  Bank  in  the  amount  of  the  Swing  Line  Facility;

     (k)      the Compliance Certificate, duly executed as of the Fiscal Quarter
ended  March 25, 1998, evidencing that no Default or Event of Default would have
occurred  at the end of such Fiscal Quarter had this Agreement been in effect at
such  time;

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

     (m)       the Schedule of Non-Guarantors in the form of Schedule 10 hereto;
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  Advance) 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, 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 31, 1997.

     Notwithstanding  the  above,  the  obligation  of  each  Lender  to  make a
Revolving  Credit  Advance  pursuant to Sections 2.2(g) and 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 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 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  are  true and correct.  All of the
outstanding  Capital  Stock  of  the  Borrower  and  its Subsidiaries is validly
issued,  fully  paid  and  non-assessable.    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 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 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
Authorization  or  the right to renew such Necessary Authorization 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 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 audited
consolidated  balance sheets of the Borrower and its Subsidiaries as at December
31,  1997,  and  the related statements of earnings and changes in shareholders'
equity  and  statement  of  cash  flows  for  the  Fiscal  Year  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  31, 1997, 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  3(1)  of  ERISA  maintained or
contributed  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
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 G, 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 G, 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 G, 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
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  act  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 Commitment
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 hereof 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 9 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  Law,  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
they  are  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, (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 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.


     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 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 of the Borrower 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.  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:

     (a)          Indebtedness  under  the  Loan  Documents;

     (b)        Hedging obligations under Hedge Agreements entered into with any
Person that is a Lender or an Affiliate of a Lender at the time of entering into
such  Hedge  Agreement;

     (c)          Unsecured Indebtedness existing on the Agreement Date which is
described  on  Schedule  6  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 and 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; and

     (i)      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 Indebtedness
shall  not  be  more restrictive than any terms, covenants or provisions of this
Agreement,  and  (iii)  no  scheduled  principal payment of such other Unsecured
Indebtedness  shall  occur  prior to 180 days after the scheduled Maturity Date.

     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 agreement 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  5  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 in Non-Guarantors (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),  10%  of  Net  Worth  at  any  time;  and

     (g)     Investments not otherwise permitted pursuant to clauses (a) through
(e) above (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), 10% of Net Worth 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  7-1/2%  of  Net  Tangible  Assets.

     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)  inventory  in the ordinary course of business, (b)
obsolete or worn-out assets, (c) sales and dispositions from the Borrower or any
of  its  Subsidiaries  to  any  Obligor, and (d) other asset sales not otherwise
permitted,  provided that (i) such sales are for full and fair consideration and
(ii)  the  aggregate amount of assets sales during any Fiscal Year do not exceed
7-1/2%  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;  provided, however, if
immediately  prior  to and after giving effect to the proposed Acquisition there
shall  not  exist  a  Default  or  Event  of Default, the Borrower or any of its
Subsidiaries  may make Acquisitions so long as (a) such Acquisition shall not be
opposed  by  the board of the directors of the Person being acquired, (b) if the
Acquisition  Consideration  for  such  Acquisition  is  greater than or equal to
$25,000,000,  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, (c) the assets,
property  or  business  acquired shall be primarily in the business described in
Section  4.1(d) hereof, (d) 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;  and  (e)  the  aggregate  Acquisition  Consideration  for  all
Non-Guarantors,  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
10%  of  Net  Worth  at  any  time.

     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) Dividends payable by the
Borrower  in  an aggregate amount not to exceed 50% of cumulative Net Income for
the  period  from,  but not including, December 31, 1997 through the date of the
proposed  Dividend (provided that with respect to any Fiscal Quarter (or portion
of  a  Fiscal Quarter not then ended) of the Borrower for which Net Income was a
negative number the amount of Dividends permitted to be paid shall be reduced by
100%  of such negative number), and (c) payments and prepayments of principal of
Indebtedness  other  than  Indebtedness  permitted  to  be  incurred pursuant to
Section 7.1(i) hereof; 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 3.75 to 1 at the end of any Fiscal Quarter.

     Section  7.13      Minimum Fixed Charge Coverage Ratio.  The Borrower shall
not  permit the Fixed Charge Coverage Ratio to be less than 1.50 to 1 at the end
of  any  Fiscal  Quarter.

     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) $368,261,100,
plus  (b)  50%  of cumulative Net Income for the period from, but not including,
December  31,  1997  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,
plus (d) 75% of the Net Cash Proceeds (but without duplication) of any offerings
of  capital  stock  or  other  equity  interests  of  the Borrower or any of its
Subsidiaries.

     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
only  during  any  period  of  four consecutive Fiscal Quarters to exceed 20% 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 as of the
end of any Fiscal Quarter to exceed 20% 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.

     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  cease  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;
or

     (l)          A  Change  of  Control  shall  occur.

     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 may at its election (provided
that the Administrative Agent has not previously received notice to the contrary
from  the  Determining Lenders), and shall upon the direction of the Determining
Lenders,  terminate  the  Commitment  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 Commitment 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  if the Borrower does not terminate this
Agreement,  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 compatible 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 repayment 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  thereto  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
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 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.

     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:

Club  Corporation  International
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:

NationsBank,  N.A.
901  Main  Street,  14th  Floor
Dallas,  Texas  75202-3714
Attn:   Molly  Oxford
Telephone:  (214)  508-3255
Telecopier: (214)  508-2515

          (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 the Agreement such as to
require  further  notice by the Lenders of the Lenders' intent to require strict
adherence  to  the terms of the 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 of all
Obligations  and  other  liabilities hereunder in accordance with each Specified
Percentage.

     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
Specified Percentage of the Commitment) 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) reduce 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)
release  any  Collateral or security for the Obligations, except pursuant to the
Loan  Documents,  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 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 (x)
during  any time that an Event of Default has occurred and is continuing, (y) to
an  Affiliate  of  a  Lender  and  (z)  to  another  Lender  hereunder  and  (B)
Administrative  Agent  is  required  for any assignment (y) to an Affiliate of a
Lender and (z) to another Lender hereunder), (ii) no such assignment shall be in
an  amount  less than $5,000,000, unless the commitment of a Lender is less than
$5,000,000, in which case such assignment may be in the aggregate amount of such
Lender's  Specified  Percentage  of the Commitment, (iii) the applicable Lender,
Administrative  Agent,  the  Borrower  and  Eligible  Assignee 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
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, which effective date shall be at
least three Business Days after the execution thereof 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 the 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 hereto.

     (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 all Lenders, if
it  would  (i)  increase the amount of the Commitment, (ii) change the Specified
Percentage  or commitment of any Lender, or (iii) extend or postpone the date of
maturity  of,  extend  the due date for any 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 to which such Lender is entitled or (iv) release
any  guaranty  of  the Obligations or any of the L/C Cash Collateral (except, in
any case, pursuant to this Agreement or the other Loan Documents), or (v) reduce
the  fees  payable  hereunder  to which such Lender is entitled, or (vi) revise,
amend, modify or waive this Section 11.11, or (vii) waive or extend the date for
payment  or  prepayment  of  any  principal, interest or fees hereunder or (vii)
amend  the  definition  of  "Determining Lenders" or "Specified Percentage", (b)
without  the consent of the Administrative Agent, if it, would alter the rights,
duties  or  obligations  of the Administrative Agent; (c) without the consent of
the  Issuing  Bank,  if  it would alter the rights, duties or obligations of the
Issuing  Bank;  or  (d)  without the consent of the Swing Line Bank, if it would
alter  the  rights,  duties or obligations of the Swing Line Bank.  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,  in  the case of an amendment, by the Borrower.  The
Lenders  agree  that they shall not charge an amendment fee for any amendment to
this  Agreement  which  is necessary solely as a result of the accounting change
referred  to  in  the  last  sentence  of  Section  1.3  hereof.

     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  11.14         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.

     Section  11.15        No Duties of Co-Agents.  The Borrower and the Lenders
acknowledge  that  neither  Co-Agent  shall have any duties, responsibilities or
liabilities  in  their  respective  capacities  as  Co-Agents.

     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.

<PAGE>

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

BORROWER:                     CLUB  CORPORATION INTERNATIONAL



                              By:          /s/  James  P.  McCoy
                                   Name:   James  P.  McCoy,  Jr.
                                   Title:  Executive  Vice  President


<PAGE>
ADMINISTRATIVE  AGENT:
NATIONSBANK,  N.A.,  as  Administrative  Agent

By:      /s/Dan  Killian
Name:    Dan  Killian
Title:   Vice  President


CO-AGENTS:
CREDIT  LYONNAIS  NEW  YORK  BRANCH,  as  Co-Agent

By:      /s/  Robert  Ivosevich
Name:    Robert  Ivosevich
Title:   Senior  Vice  President


FIRST  UNION  NATIONAL  BANK,  as  Co-Agent

By:      /s/  Peter  Steffen
Name:    Peter  Steffen
Title:   Senior  Vice  President


LENDERS:
NATIONSBANK,  N.A.,  as  a  Lender,  Swing  Line  Bank  and  Issuing  Bank

By:      /s/  Dan  Killian
Name:    Dan  Killian
Title:   Vice  President

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


CREDIT  LYONNAIS  NEW  YORK  BRANCH

By:      /s/  Robert  Ivosevich
Name:    Robert  Ivosevich
Title:   Senior  Vice  President

1301  Avenue  of  the  Americas
New  York,  New  York  10019


FIRST  UNION  NATIONAL  BANK

By:      /s/  Peter  Steffen
Name:    Peter  Steffen
Title:   Senior  Vice  President

301  South  College  Street
Charlotte,  North  Carolina  28288-0745


BANK  ONE,  TEXAS  N.A.

By:      /s/  Alan  L.  Miller
Name:    Alan  L.  Miller
Title:   Vice  President

1717  Main  Street
Dallas,  Texas  75201


SOUTHTRUST  BANK,  N.A.

By:      /s/  Daniel  Gorman  Jr.
Name:    Daniel  Gorman  Jr.
Title:   Vice  President

420  North  20th  Street,  11th  Floor
Birmingham,  Alabama  35203


WELLS  FARGO  BANK  (TEXAS),  N.A.

By:      /s/  Brent  Bertino
Name:    Brent  Bertino
Title:   Assistant  Vice  President

1445  Ross  Avenue,  3rd  Floor
Dallas,  Texas  75202


BRANCH  BANKING  AND  TRUST

By:      /s/  Cory  Boyte
Name:    Cory  Boyte
Title:   Vice  President

110  South  Stratford  Road,  Suite  301
Winston-Salem,  North  Carolina  27104

<PAGE>


COMERICA  BANK

By:      /s/  Reginald  M.  Goldsmith,  III
Name:    Reginald  M.  Goldsmith,  III
Title:   Vice  President

4100  Spring  Valley,  Suite  900
Dallas,  Texas  75244

DEPOSIT  GUARANTY  NATIONAL  BANK

By:      /s/  Mark  D.  Evans
Name:    Mark  D.  Evans
Title:   Vice  President

333  Texas  Street
DGT-3
Shreveport,  Louisiana  71101


HIBERNIA  NATIONAL  BANK

By:      /s/  Christopher  B.  Pitre
Name:    Christopher  B.  Pitre
Title:   Vice  President


313  Carondelet  Street
New  Orleans,  Louisiana  70130


MELLON  BANK,  N.A.

By:      /s/  Mark  F.  Johnston
Name:    Mark  F.  Johnston
Title:   Vice  President


One  Mellon  Bank  Center
Room  4525
Pittsburgh,  Pennsylvania  15258


<PAGE>

EXHIBIT  A



REVOLVING  CREDIT  NOTE
-----------------------


Dallas,  Texas          $___________          ___________,  1998


     CLUB  CORPORATION INTERNATIONAL, a Nevada corporation (the "Borrower"), for
value  received,  promises  to  pay to the order of ("Lender") or its registered
assigns,  at  the  principal office of NationsBank, N.A., in lawful money of the
United  States of America, the principal sum of ($), or such lesser sum as shall
be  due  and  payable from time to time hereunder, as hereinafter provided.  All
capitalized  terms used but not defined herein shall have the meanings set forth
in  the  Credit  Agreement  described  below.

     Principal  of  and  interest  on  the unpaid principal balance of Revolving
Credit Advances under this Revolving Credit Note (this "Note") from time to time
outstanding  shall  be  due  and  payable  as set forth in the Credit Agreement.

     This  Note  is  issued  pursuant to and evidences Revolving Credit Advances
under  a  Credit  Agreement,  dated  as  of  May  27,  1998, among the Borrower,
NationsBank,  N.A., as Administrative Agent, Credit Lyonnais New York Branch, as
Co-Agent,  First  Union  National  Bank,  as  Co-Agent,  and the lenders parties
thereto  (as  amended,  restated,  supplemented,  renewed, extended or otherwise
modified  from time to time, "Credit Agreement"), to which reference is made for
a  statement  of  the  rights  and  obligations of the Lender and the duties and
obligations  of  the Borrower in relation thereto; but neither this reference to
the  Credit  Agreement  nor  any  provision  thereof  shall affect or impair the
absolute  and  unconditional obligation of the Borrower to pay the principal sum
of  and  interest  on  this  Note  when  due.

     THIS  NOTE  AND  THE  OTHER LOAN DOCUMENTS SHALL BE CONSTRUED IN ACCORDANCE
WITH  AND  GOVERNED  BY  THE  LAWS  OF  THE  STATE  OF  TEXAS (WITHOUT REGARD TO
PRINCIPLES  OF  CONFLICTS  OF  LAW),  AND  OF THE UNITED STATES OF AMERICA.  THE
BORROWER  AGREES  THAT  THE STATE AND FEDERAL COURTS OF TEXAS LOCATED IN DALLAS,
TEXAS  SHALL HAVE JURISDICTION OVER THE PROCEEDINGS IN CONNECTION WITH THIS NOTE
AND  THE  OTHER  LOAN  DOCUMENTS.

     THIS  NOTE,  TOGETHER  WITH  THE OTHER LOAN DOCUMENTS, REPRESENTS THE FINAL
AGREEMENT  BETWEEN THE PARTIES 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.

                              CLUB  CORPORATION  INTERNATIONAL



                              By:
                                   Name:
                                   Title:


<PAGE>

EXHIBIT  C

ASSIGNMENT  AND  ACCEPTANCE

Dated  _______________,  _____

     Reference  is  made  to  the  Credit Agreement dated as of May 27, 1998 (as
amended,  modified  or  supplemented,  the  "Credit  Agreement")  among  Club
Corporation  International, a Nevada corporation ("Borrower"), NationsBank, N.A.
as  Administrative  Agent  ("Administrative  Agent"),  Credit  Lyonnais New York
Branch, as a Co-Agent, First Union National Bank, as a Co-Agent, and the lenders
parties  thereto.   Capitalized terms used but not defined herein shall have the
meanings  set  forth  in  the  Credit  Agreement.

      ("Assignor")  and  ("Assignee")  agree  as  follows:

     1.          Subject  to  the  terms  and  conditions of this Assignment and
Acceptance,  Assignor  hereby sells and assigns to Assignee, and Assignee hereby
purchases  and assumes from Assignor, $ in aggregate amount of the Commitment in
effect  on the Effective Date (as defined below), and the related pro rata share
of  the  principal  amount of Revolving Credit Advances owing to Assignor on the
Effective  Date,  the  Revolving  Credit  Note  held by Assignor, and Assignor's
participation in any Letters of Credit and Reimbursement Obligations outstanding
on  the  Effective  Date.

     2.          Assignor  (a)  represents and warrants that it is the legal and
beneficial  owner  of  the interest being assigned by it hereunder and that such
interest  is free and clear of any adverse claim; (b) makes no representation or
warranty  and  assumes  no  responsibility  with  respect to (i) any statements,
warranties,  or  representations  made  in  or  in  connection  with  the Credit
Agreement  or  the  execution,  legality, validity, enforceability, genuineness,
sufficiency, or value of the Credit Agreement or any other Loan Document or (ii)
the  financial condition of the Borrower or any other Obligor or the performance
or  observance  by  the Borrower or any other Obligor of any of their respective
obligations  under  the  Credit  Agreement  or  any other Loan Document; and (c)
attaches  the Revolving Credit Note referred to in Paragraph 1 above to exchange
such Revolving Credit Note for new Revolving Credit Notes as provided in Section
11.6(f)  of  the  Credit  Agreement.

     3.          Assignee (a) confirms that it has received a copy of the Credit
Agreement  and  the  other Loan Documents, together with copies of the financial
statements  referred  to in Sections 4.1(j), 6.1 and 6.2 of the Credit Agreement
and  such  other  documents and information as it has deemed appropriate to make
its  own  credit  analysis  and  decision  to  enter  into  this  Assignment and
Acceptance; (b) agrees that it will, independently and without reliance upon the
Administrative Agent, Assignor, or any other Lender, and based on such documents
and  information  as it shall deem appropriate at the time, continue to make its
own  credit  decisions in taking or not taking action under the Credit Agreement
and  the  other  Loan  Documents; (c) appoints and authorizes the Administrative
Agent  to  take  such  action as agent on its behalf and to exercise such powers
under  the  Credit  Agreement, the other Loan Documents, and this Assignment and
Acceptance as are delegated to the Administrative Agent and the Collateral Agent
by  the  terms  thereof  and hereof, together with such powers as are reasonably
incidental  thereto  and  hereto;  (d) agrees that it will perform in accordance
with  its  terms  all  of  the  obligations  which  by  the  terms of the Credit
Agreement,  the  other  Loan  Documents,  and this Assignment and Acceptance are
required to be performed by it as a Lender; (e) certifies that it is an Eligible
Assignee;  and  (f)  specifies  the  addresses  set forth in Schedule I attached
hereto as its address for the receipt of notices and as its initial LIBOR Lender
Office,  respectively[;  and  (g)  attaches  the  forms  prescribed  by  the IRS
certifying  as  to  Assignee's status for purposes of determining exemption from
United  States  withholding  taxes  with  respect  to all payments to be made to
Assignee    under  the  Credit  Agreement,  the  other  Loan Documents, and this
Assignment  and  Acceptance].

     4.     The effective date for this Assignment and Acceptance shall be, (the
"Effective  Date").

     5.        Upon such acceptance as of the Effective Date, the recordation of
the  information  herein  in  the  Register  and upon the remittance of a $3,500
processing  fee  to  the  Administrative  Agent (less any processing fee paid in
respect  of  a  simultaneous  assignment  under  the Term Credit Agreement), (a)
Assignee shall be a party to the Credit Agreement and, to the extent provided in
this  Assignment  and  Acceptance,  have  the rights and obligations of a Lender
thereunder and (b) Assignor shall, to the extent provided in this Assignment and
Acceptance, relinquish its rights and be released from its obligations under the
Credit  Agreement.

     6.     This Assignment and Acceptance shall be governed by and construed in
accordance  with  the  laws  of the State of Texas.  Without excluding any other
jurisdiction,  Assignee  agrees  that the courts of Texas will have jurisdiction
over  proceedings  in  connection  herewith.

     7.     After giving effect to this Assignment and Acceptance (and all other
assignments  under  the  Credit  Agreement  to  be effective as of the Effective
Date):

          a.          Assignee's  Specified  Percentage  shall  be  _____%.

          b.          Assignor's  Specified  Percentage  shall  be  _____%.

     8.          This Assignment and Acceptance 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.

                                   [NAME  OF  ASSIGNOR]



                                   By:
                                        Name:
                                        Title:


                                   [NAME  OF  ASSIGNEE]



                                   By:
                                        Name:
                                        Title:



Accepted  this  ___  day  of  ____________,  _____

NATIONSBANK,  N.A.,
as  Administrative  Agent



By:
     Name:
     Title:


CLUB  CORPORATION  INTERNATIONAL



By:
     Name:
     Title:




Schedule  I

ASSIGNEE'S  ADDRESS
-------------------


1.          Address  for  the  Advances  and  Receipt  of  Notices
            ------------------------------------------------------



2.          Initial  LIBOR  Lending  Office
            -------------------------------

<PAGE>

EXHIBIT  D


SUBSIDIARY  GUARANTY


     GUARANTY,  dated _____________________________, made by each of the parties
listed  on the signature pages hereof (collectively, the "Guarantors", and each,
a  "Guarantor"),  in  favor  of  the  Guaranteed  Parties  referred  to  below.


                    W  I  T  N  E  S  S  E  T  H:
                    -  -  -  -  -  -  -  -  -  -

     WHEREAS,  Club  Corporation  International,  a  Nevada  corporation  (the
"Borrower"),  has  entered  into  a  Credit Agreement, dated as of May 27, 1998,
among  the  lenders party thereto, Credit Lyonnais New York Branch, as Co-Agent,
First  Union  National  Bank,  as  Co-Agent,  and  NationsBank,  N.A.,  as  the
administrative  agent for said financial institutions (said Credit Agreement, as
it  may  be amended, supplemented or otherwise modified from time to time, being
the  "Credit  Agreement",  and  capitalized terms not defined herein but defined
therein  being  used  herein  as  therein  defined);  and

     WHEREAS,  the  Borrower,  directly  or indirectly, owns beneficially and of
record  more  than  50%  of  the  capital stock or other equity interests of the
Guarantors,  and the Borrower and each of the Guarantors are members of the same
consolidated  group  of companies and are engaged in related businesses, and the
Guarantors  will  derive direct and indirect economic benefit from the Advances;
and

     WHEREAS,  it  is  a condition precedent to the obligation of the Lenders to
make Advances under the Credit Agreement that the Guarantors shall have executed
and  delivered  this  Guaranty;  and

     WHEREAS,  the  Lenders,  the  Administrative Agent and any Affiliate of any
Lender entering into a Hedge Agreement with the Borrower or any Affiliate of the
Borrower  are  herein  referred  to  as  the  "Guaranteed  Parties";

     NOW,  THEREFORE, in consideration of the premises and to induce the Lenders
to  make  Advances  and  issue Letters of Credit, the Guarantors hereby agree as
follows:

     SECTION  1.    Guaranty.    The  Guarantors  hereby  jointly  and severally
unconditionally  and irrevocably guarantee the full and prompt payment when due,
whether  at  stated  maturity,  by  acceleration  or  otherwise,  of,  and  the
performance  of,  (a)  the  Obligations,  whether  now or hereafter existing and
whether  for  principal,  interest, fees, expenses or otherwise, (b) any and all
reasonable  out-of-pocket  expenses  (including,  without limitation, reasonable
counsel  fees  and  expenses)  incurred  by  any  of  the  Guaranteed Parties in
enforcing  any rights under this Guaranty and (c) all present and future amounts
that  would  become due but for the operation of Section 502 or 506 or any other
provision  of  Title  11  of  the  United States Code and all present and future
accrued  and  unpaid  interest (including, without limitation, all post-petition
interest  if  the Borrower or any Guarantor voluntarily or involuntarily becomes
subject  to any Debtor Relief Laws) (the items set forth in clauses (a), (b) and
(c) immediately above being herein referred to as the "Guaranteed Obligations").
Upon  failure  of the Borrower to pay any of the Guaranteed Obligations when due
(whether  at  stated  maturity,  by  acceleration  or otherwise), the Guarantors
hereby  further  jointly and severally agree to pay the same, and the Guarantors
will  promptly  pay the same, without any demand or notice whatsoever, including
without  limitation, any notice having been given to the Guarantor of either the
acceptance  by  the  Guaranteed  Parties  of  this  Guaranty  or the creation or
incurrence  of  any of the Obligation.  This Guaranty is an absolute guaranty of
payment and performance and not a guaranty of collection, meaning that it is not
necessary  for  the  Guaranteed  Parties,  in  order  to  enforce payment by the
Guarantors,  first  or  contemporaneously  to  accelerate  payment of any of the
Guaranteed  Obligations,  to  institute  suit  or exhaust any rights against any
Obligor,  or  to  enforce  any  Rights against any collateral.  In any action or
proceeding  involving  any  state  corporate  Law,  or  any  state  or  federal
bankruptcy,  insolvency,  reorganization  or  other  Law affecting the rights of
creditors  generally  (collectively,  the  "Fraudulent  Transfer  Laws")  if the
obligations  of  any  Guarantor  hereunder  would  otherwise, in each case after
giving  effect  to  all  other  liabilities  of  such  Guarantor,  contingent or
otherwise,  that  are  relevant under the Fraudulent Transfer Laws (specifically
excluding, however, any liabilities of such Guarantor in respect of intercompany
indebtedness to the Borrower, other Affiliates of the Borrower or other Obligors
to  the  extent that such indebtedness would be discharged in an amount equal to
the  amount  paid by such Guarantor hereunder) and after giving effect as assets
to  the  value  (as  determined  under  the  applicable provisions of Fraudulent
Transfer Laws) of any agreement providing for an equitable allocation among such
Guarantor  and  other  Obligors  of obligations arising under guaranties by such
parties (including, without limitation, Section 10 of this Guaranty), be held or
determined to be void, invalid or unenforceable or subordinated to the claims of
any  other  creditors,  on  account  of  the  amount of its liability under this
Guaranty,  then, notwithstanding any other provision hereof to the contrary, the
amount  of  such  liability shall, without any further action by such Guarantor,
any  Lender,  the  Administrative  Agent  or  any other Person, be automatically
limited  and reduced to the highest amount that is valid and enforceable and not
subordinated  to  the  claims of other creditors as determined in such action or
proceeding.


     SECTION  2.    Guaranty  Absolute.    Each  Guarantor  guaranties  that the
Guaranteed Obligations will be paid strictly in accordance with the terms of the
Credit  Agreement,  the  Notes  and the other Loan Documents, without set-off or
counterclaim,  and  regardless  of  any  Law  now  or hereafter in effect in any
jurisdiction affecting any of such terms or the rights of the Guaranteed Parties
with respect thereto.  The liability of each Guarantor under this Guaranty shall
be  absolute  and  unconditional  irrespective  of:

     (a)          any lack of validity or enforceability of any provision of any
other  Loan  Document  or any other agreement or instrument relating to any Loan
Document,  or  avoidance  or subordination of any of the Guaranteed Obligations;

     (b)        any change in the time, manner or place of payment of, or in any
other  term  of,  or any increase in the amount of, all or any of the Guaranteed
Obligations,  or any other amendment or waiver of any term of, or any consent to
departure from any requirement of, the Credit Agreement, the Notes or any of the
other  Loan  Documents;

     (c)          any  exchange,  release  or  non-perfection of any Lien on any
collateral  for,  or any release or amendment or waiver of any term of any other
guaranty  of,  or  any  consent  to  departure from any requirement of any other
guaranty  of,  all  or  any  of  the  Guaranteed  Obligations;

     (d)          the  absence  of  any attempt to collect any of the Guaranteed
Obligations from the Borrower or from any other Guarantor or any other action to
enforce the same or the election of any remedy by any of the Guaranteed Parties;

     (e)          any waiver, consent, extension, forbearance or granting of any
indulgence by any of the Guaranteed Parties with respect to any provision of any
other  Loan  Document;

     (f)         the election by any of the Guaranteed Parties in any proceeding
under  chapter  11 of title 11 of the United States Code (the "Bankruptcy Code")
of  the  application  of  section  1111(b)(2)  of  the  Bankruptcy  Code;

     (g)       any borrowing or grant of a security interest by the Borrower, as
debtor-in-possession,  under  section  364  of  the  Bankruptcy  Code;  or

     (h)      any other circumstance which might otherwise constitute a legal or
equitable  discharge  or  defense  of  a  borrower  or  a  guarantor.

     SECTION  3.  Waiver.  (a)  Each Guarantor hereby (i) waives (A) promptness,
diligence,  notice  of  acceptance and any and all other notices with respect to
any  of  the  Obligations  or this Guaranty, (B) any requirement that any of the
Guaranteed  Parties  protect, secure, perfect or insure any security interest in
or  other  Lien on any property subject thereto or exhaust any right or take any
action  against  the  Borrower  or  any  other Person or any Collateral, (C) the
filing  of  any claim with a court in the event of receivership or bankruptcy of
the  Borrower, (D) protest or notice with respect to nonpayment of all or any of
the  Guaranteed  Obligations,  (E) the benefit of any statute of limitation, (F)
all demands whatsoever (and any requirement that same be made on the Borrower as
a  condition  precedent  to  such Guarantor's obligations hereunder) and (G) all
rights  by  which  it  might  be entitled to require suit on an accrued right of
action  in  respect of any of the Guaranteed Obligations or require suit against
the  Borrower  or  any  other  Guarantor  or Person, whether arising pursuant to
Section  34.02  of  the  Texas  Business  and Commerce Code, as amended, Section
17.001 of the Texas Civil Practice and Remedies Code, as amended, Rule 31 of the
Texas Rules of Civil Procedure, as amended, or otherwise; and (ii) covenants and
agrees that, except as set forth in Section 11 hereof, this Guaranty will not be
discharged  except by complete performance of the Guaranteed Obligations and any
other  obligations  of  such  Guarantor  contained  herein.

     (b)       If, in the exercise of any of its rights and remedies, any of the
Guaranteed  Parties  shall  forfeit  any  of  its rights or remedies, including,
without  limitation,  its  right  to  enter  a  deficiency  judgment against the
Borrower  or  any other Person, whether because of any applicable law pertaining
to  "election  of  remedies" or the like, each Guarantor hereby consents to such
action  by  such  Guaranteed  Party and waives any claim based upon such action.
Any  election of remedies which results in the denial or impairment of the right
of  such  Guaranteed  Party  to  seek a deficiency judgment against the Borrower
shall  not impair the obligation of such Guarantor to pay the full amount of the
Guaranteed  Obligations  or  any  other  obligation  of such Guarantor contained
herein.

     (c)          In  the  event  any of the Guaranteed Parties shall bid at any
foreclosure  or  trustee's sale or at any private sale permitted by law or under
any  of  the  Loan Documents, such Guaranteed Party may bid all or less than the
amount  of the Guaranteed Obligations and the amount of such bid, if successful,
need  not  be  paid  by  such Guaranteed Party but shall be credited against the
Guaranteed  Obligations.    The  amount  of the successful bid at any such sale,
whether  such  Guaranteed  Party  or  any other Person is the successful bidder,
shall  be  conclusively deemed to be the fair market value of the Collateral and
the  difference  between  such  bid  amount  and  the  remaining  balance of the
Guaranteed  Obligations  shall  be  deemed  to  be  the amount of the Guaranteed
Obligations guaranteed under this Guaranty, subject to any present or future law
or  court  decision  or ruling may have the effect of reducing the amount of any
deficiency  claim  to  which  any  of  the Guaranteed Parties might otherwise be
entitled  by  reason  of  such  bidding  at  any  such  sale.

     (d)          Each  Guarantor  agrees that notwithstanding the foregoing and
without  limiting  the  generality of the foregoing if, after the occurrence and
during  the  continuance  of  an  Event  of  Default, the Guaranteed Parties are
prevented  by  Applicable  Law  from  exercising  their  respective  rights  to
accelerate  the  maturity  of the Guaranteed Obligations, to collect interest on
the  Guaranteed Obligations, or to enforce or exercise any other right or remedy
with  respect  to  the  Guaranteed  Obligations,  or the Administrative Agent is
prevented  from  taking  any action to realize on the Collateral, such Guarantor
agrees  to  pay  to  the  Administrative Agent for the account of the Guaranteed
Parties, upon demand therefor, the amount that would otherwise have been due and
payable  had  such  rights  and  remedies  been permitted to be exercised by the
Guaranteed  Parties.

     (e)         Each Guarantor hereby assumes responsibility for keeping itself
informed  of the financial condition of the Borrower and of each other guarantor
of all or any part of the Guaranteed Obligations, and of all other circumstances
bearing  upon  the  risk of nonpayment of the Guaranteed Obligations or any part
thereof,  that diligent inquiry would reveal.  Each Guarantor hereby agrees that
the Guaranteed Parties shall have no duty to advise any Guarantor of information
known  to  any  of  the  Guaranteed Parties regarding such condition or any such
circumstance.    In  the  event  that  any of the Guaranteed Parties in its sole
discretion  undertakes  at  any  time  or  from time to time to provide any such
information to any Guarantor, such Guaranteed Party shall be under no obligation
(i)  to  undertake any investigation not a part of its regular business routine,
(ii)  to  disclose  any  information  which,  pursuant to accepted or reasonable
banking  or  commercial  finance  practices,  such  Guaranteed  Party  wishes to
maintain  confidential, or (iii) to make any other or future disclosures of such
information  or  any  other  information  to  such  Guarantor.

     (f)          Each Guarantor consents and agrees that the Guaranteed Parties
shall be under no obligation to marshall any assets in favor of any Guarantor or
otherwise  in  connection with obtaining payment of any or all of the Guaranteed
Obligations  from  any  Person  or  source.

     SECTION  4.    Representations  and  Warranties.    Each  Guarantor  hereby
represents  and  warrants  to  the  Guaranteed  Parties  as  follows:

     (a)          Such Guarantor (i) is a corporation or other legal entity duly
organized,  validly existing and in good standing under the laws of the state of
its organization, (ii) is duly qualified as a foreign corporation or other legal
organization  and  in good standing under the laws of each jurisdiction in which
the  character  of  its  properties  or the nature of its business requires such
qualification,  except  where  the failure to so qualify could not reasonably be
expected  to  have  a Material Adverse Effect, (iii) has all requisite power and
authority  to  own its properties, to lease the property it operates under lease
and  to  conduct its business as now or currently proposed to be conducted, (iv)
is  in  compliance  with  its  certificate  of  incorporation, by-laws, or other
similar  organizational  and governance documents, (v) is in compliance with all
other  applicable  requirements  of Law except for such noncompliances as in the
aggregate  would  have  no  Material  Adverse Effect, and (vi) has all Necessary
Authorizations, except for Necessary Authorizations which can be obtained by the
taking of ministerial action to secure the grant or transfer thereof or failures
which  in  the  aggregate  would  not have any reasonable likelihood of having a
Material  Adverse  Effect.

     (b)       The execution, delivery and performance by such Guarantor of this
Guaranty:

          (i)          is  within  its  legal  powers;

          (ii)          has  been duly authorized by all necessary legal action,
including,  without  limitation,  the consent of stockholders, partners or other
equity  holders  where  required;  and

          (iii)          does not and will not (A) contravene its certificate of
incorporation  or  by-laws  or other comparable governing documents, (B) violate
any  other  applicable  requirement  of  Applicable  Law  (including,  without
limitation,  Regulations  G, T, U and X of the Board of Governors of the Federal
Reserve  System),  or  any  order  or  decree of any Tribunal or arbitrator, (C)
conflict  with  or  result  in  the breach of, or constitute a default under, or
result  in  or permit the termination or acceleration of, any of its agreements,
(D)  result  in the creation or imposition of any Lien upon any of its property,
or  (E)  require  the  consent  or  approval of any Tribunal or any other Person
necessary  on  or  prior  to  the  Agreement  Date  not  already  obtained.

     (c)          This  Guaranty  has  been  duly executed and delivered by such
Guarantor  and  is  the  legal,  valid  and binding obligation of such Guarantor
enforceable  against  it  in accordance with its terms, subject to Debtor Relief
Laws  (insofar  as any such law relates to the bankruptcy, insolvency or similar
event  of  the  Guarantor)  and  general  principles  of  equity.

     (d)          Except  as  disclosed  in  writing to the Lenders prior to the
Agreement  Date, as of the Agreement Date there is no Litigation pending against
such  Guarantor  or  any  of  its  Subsidiaries, or in any other manner relating
directly  and  adversely to such Guarantor or any of its Subsidiaries, or any of
their  properties,  in  any  court, Tribunal or arbitrator with respect to which
there  is  a  reasonable  likelihood  of  an  adverse determination and that, if
adversely  determined,  is  reasonably likely to have a Material Adverse Effect.
The  performance  by  such  Guarantor  under  this Guaranty is not restrained or
enjoined  (either  temporarily,  preliminarily  or  permanently).

     SECTION  5.    Amendments. Etc.  No amendment or waiver of any provision of
this  Guaranty  nor  consent to any departure by any Guarantor herefrom shall in
any  event  be  effective  unless  the same shall be in writing, approved by the
Determining  Lenders (or by all the Lenders where the approval of each Lender is
required under the Credit Agreement) and signed by the Administrative Agent, and
then such waiver or consent shall be effective only in the specific instance and
for  the  specific  purpose  for  which  given.

     SECTION  6.    Addresses for Notices.  All notices and other communications
provided  for  hereunder 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 (answer back
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, if to any
Guarantor,  addressed  to  it  at  its  address specified on the signature pages
hereof,  and  if to any Guaranteed Party, addressed to it at the address of such
Guaranteed  Party  specified  in  the  Credit  Agreement.

     SECTION  7.    No  Waiver;  Remedies.    (a)  No failure on the part of any
Guaranteed  Party  to  exercise, and no delay in exercising, any right hereunder
shall  operate  as a waiver thereof; nor shall any single or partial exercise of
any  right  hereunder  preclude  any  other  or  further exercise thereof or the
exercise  of  any  other right.  The remedies herein provided are cumulative and
not  exclusive  of  any  remedies  provided  by  Law  or  any  of the other Loan
Documents.

     (b)          Failure  by any of the Guaranteed Parties at any time or times
hereafter  to  require  strict performance by the Borrower, any Guarantor or any
other Person of any of the provisions, warranties, terms or conditions contained
in  any  of the Loan Documents now or at any time or times hereafter executed by
the  Borrower,  any  Guarantor  or such other Person and delivered to any of the
Guaranteed  Parties  shall not waive, affect or diminish any right of any of the
Guaranteed  Parties  at any time or times hereafter to demand strict performance
thereof,  and  such right shall not be deemed to have been modified or waived by
any  course  of  conduct  or  knowledge  of any of the Guaranteed Parties or any
agent,  officer,  employee  of  any  of  the  Guaranteed  Parties.

     (c)     No waiver by the Guaranteed Parties of any default shall operate as
a  waiver  of any other default or the same default on a future occasion, and no
action  by any of the Guaranteed Parties permitted hereunder shall in way affect
or  impair any of the rights of the Guaranteed Parties or the obligations of any
Guarantor  under  this Guaranty or under any of the other Loan Documents, except
as  specifically  set forth in any such waiver.  Any determination by a court of
competent  jurisdiction  of the amount of any principal and/or interest or other
amount  constituting  any  of the Guaranteed Obligations shall be conclusive and
binding  on each Guarantor irrespective of whether such Guarantor was a party to
the  suit  or  action  in  which  such  determination  was  made.

     SECTION  8.    Right  of  Set-off.    Upon  the  occurrence  and during the
continuance  of  any Event of Default, each of the Guaranteed Parties, is hereby
authorized at any time and from time to time, to the fullest extent permitted by
Law, to set off and apply any and all deposits (general or special (except trust
and escrow accounts), time or demand, provisional or final) at any time held and
other  Indebtedness  at  any  time  owing by such Guaranteed Party to or for the
credit  or  the account of each Guarantor against any and all of the obligations
of each Guarantor now or hereafter existing under this Guaranty, irrespective of
whether  or  not  such  Guaranteed  Party  shall have made any demand under this
Guaranty  and  although  such  obligations may be contingent and unmatured.  The
rights  of  each  Guaranteed Party under this Section 8 are in addition to other
rights  and  remedies  (including,  without limitation, other rights of set-off)
which  such  Guaranteed  Party  may  have.

     SECTION 9.  Continuing Guaranty; Transfer of Notes.  Subject to Section 11,
this Guaranty is a continuing guaranty and shall remain in full force and effect
until  the Release Date, (ii) be binding upon each Guarantor, its successors and
assigns,  and (iii) inure to the benefit of and be enforceable by the Guaranteed
Parties  and  their  respective  successors, transferees, and permitted assigns.
Without  limiting  the  generality  of  the  foregoing clause (iii), each of the
Guaranteed  Parties  may  assign  or  otherwise  transfer any Note held by it or
Guaranteed  Obligations  owing  to it to any other Person, and such other Person
shall  thereupon become vested with all the rights in respect thereof granted to
such  Guaranteed Party herein or otherwise with respect to such of the Notes and
Guaranteed  Obligations  so  transferred  or  assigned,  subject,  however,  to
compliance  with  the  provisions  of  Section  11.6  of the Credit Agreement in
respect  of  assignments.   No Guarantor may assign any of its obligations under
this  Guaranty  without  first obtaining the written consent of all Lenders, and
any  purported  assignment  or  transfer  without  such  consent  shall be void.

     SECTION  10.    Reimbursement.    To the extent that any Guarantor shall be
required  to  repay  a portion of the Advances which shall exceed the greater of
(a)  the amount of such Advances actually received by such Guarantor and (b) the
amount  which  such  Guarantor  would  otherwise have paid if such Guarantor had
repaid  the  aggregate  amount  of  such  Advances (excluding the amount thereof
repaid  by  the  Borrower)  in the same proportion as such Guarantor's net worth
immediately  after  the  later  of the Agreement Date or the date such Guarantor
becomes  a  party  to  this  Guaranty  bears  to  the aggregate net worth of the
Guarantors  (calculated  for  each Guarantor based on such Guarantor's net worth
immediately  after  the  later  of the Agreement Date or the date such Guarantor
becomes  a  party  to this Guaranty), then such Guarantor shall be reimbursed by
the  other  Guarantors  for  the amount of such excess, pro rata, based on their
respective  net  worth  immediately  after  the  Agreement Date or the date such
Guarantor  becomes  a party to this Guaranty, as applicable.  This Section 10 is
intended  only  to define the relative rights of the Guarantors, and nothing set
forth  in  this Section 10 is intended to or shall impair the obligations of the
Guarantors,  jointly  and  severally,  to  pay  to  the  Guaranteed  Parties the
Guaranteed  Obligations  as  and  when  the same shall become due and payable in
accordance  with  the  terms  hereof.

     SECTION  11.   Reinstatement.  This Guaranty shall remain in full force and
effect  and  continue to be effective should any petition be filed by or against
any  Obligor  for  liquidation  or  reorganization,  should  any  Obligor become
insolvent  or  make  an  assignment  for  the  benefit  of creditors or should a
receiver  or  trustee  be  appointed  for  all  or  any  significant part of any
Obligor's  assets, and shall, to the fullest extent permitted by Applicable Law,
continue  to  be  effective or be reinstated, as the case may be, if at any time
payment and performance of the Obligations, or any part thereof, is, pursuant to
Applicable Law, rescinded or reduced in amount, or must otherwise be restored or
returned  by  any  obligees  of the Guaranteed Obligations or such part thereof,
whether  as a "voidable preference," "fraudulent transfer," or otherwise, all as
though  such  payment  or  performance had not been made.  In the event that any
payment,  or  any part thereof, is rescinded, reduced, restored or returned, the
Guaranteed  Obligations  shall,  to  the  fullest  extent  permitted  by law, be
reinstated  and  deemed  reduced  only by such amount paid and not so rescinded,
reduced,  restored  or  returned.

     SECTION  12.    GOVERNING  LAW.  THIS GUARANTY SHALL BE GOVERNED BY, AND BE
CONSTRUED  AND  INTERPRETED  IN  ACCORDANCE  WITH, THE LAW OF THE STATE OF TEXAS
(WITHOUT  REGARD  TO  PRINCIPLES  OF CONFLICTS OF LAWS) AND THE UNITED STATES OF
AMERICA.

     SECTION 13.  Submission to Jurisdiction; Jury Trial.  (a)  Any legal action
or  proceeding with respect to this Guaranty or any document related thereto may
be  brought  in the courts of the State of Texas or the United States of America
for  Dallas,  Texas,  and,  each of the Guarantors and Guaranteed Parties hereby
accepts  for  itself  and  in  respect  of  its  property,  generally  and
unconditionally,  the  jurisdiction  of  the  aforesaid  courts.    Each  of the
Guarantors  and  Guaranteed  Parties  hereby  irrevocably  waives any objection,
including,  without limitation, any objection to the laying of venue or based on
the  grounds  of forum non conveniens, which it may now or hereafter have to the
bringing  of  any  such  action  or proceeding in such respective jurisdictions.

     (b)      Nothing contained in this Section 13 shall affect the right of any
Guarantor  or Guaranteed Party to serve process in any other manner permitted by
law  or  commence legal proceedings or otherwise proceed against any other party
or  its  property  in  any  other  jurisdiction.

     (c)       THE GUARANTORS AND GUARANTEED PARTIES EACH, TO THE MAXIMUM EXTENT
PERMITTED  BY  APPLICABLE  LAW, WAIVES ANY RIGHT IT MAY HAVE TO TRIAL BY JURY IN
RESPECT  OF ANY LITIGATION BASED ON OR ARISING OUT OF THIS GUARANTY OR ANY OTHER
LOAN  DOCUMENT.

     SECTION 14.  Section Titles.  The Section titles contained in this Guaranty
are  and  shall be without substantive meaning or content of any kind whatsoever
and  are  not  a  part  of  this  Guaranty.

     SECTION  15.   Execution in Counterparts.  This Guaranty may be executed in
any  number  of  counterparts  and  by  different  parties  hereto  in  separate
counterparts, each of which when so executed and delivered shall be deemed to be
an  original  and  all of which taken together shall constitute one and the same
Guaranty.

     SECTION  16.    Miscellaneous.  All references herein to the Borrower or to
any  Guarantor shall include their respective successors and assigns, including,
without  limitation,  a  receiver, trustee or debtor-in-possession of or for the
Borrower  or  such Guarantor.  All references to the singular shall be deemed to
include  the  plural  where  the  context  so  requires.

     SECTION  17.    Subrogation  and  Subordination.

     (a)          Subrogation.    Notwithstanding  any  reference to subrogation
contained  herein to the contrary, until the Release Date, each Guarantor hereby
irrevocably  waives  any  claim  or  other rights which it may have or hereafter
acquire against the Borrower that arise from the existence, payment, performance
or  enforcement  of such Guarantor's obligations under this Guaranty, including,
without  limitation,  any  right  of  subrogation,  reimbursement,  exoneration,
contribution,  indemnification,  any right to participate in any claim or remedy
of any Lender against the Borrower or any collateral which any Lender now has or
hereafter acquires, whether or not such claim, remedy or right arises in equity,
or  under  contract,  statutes  or common law, including without limitation, the
right  to  take or receive from the Borrower, directly or indirectly, in cash or
other  property  or  by  set-off  or in any other manner, payment or security on
account  of  such  claim  or  other  rights.  If any amount shall be paid to any
Guarantor  in violation of the preceding sentence and the Guaranteed Obligations
shall  not have been paid in full, such amount shall be deemed to have been paid
to  such Guarantor for the benefit of, and held in trust for the benefit of, the
Lenders,  and shall forthwith be paid to the Administrative Agent to be credited
and  applied  upon  the Guaranteed Obligations, whether matured or unmatured, in
accordance  with the terms of the Credit Agreement.  Each Guarantor acknowledges
that  it  will  receive  direct  and  indirect  benefits  from  the  financing
arrangements  contemplated by the Credit Agreement and that the waiver set forth
in  this  Section  17(a)  is  knowingly  made in contemplation of such benefits.

     (b)       Subordination.  All debt and other liabilities of the Borrower to
any  Guarantor  ("Borrower  Debt")  are  expressly subordinate and junior to the
Guaranteed  Obligations  and any instruments evidencing the Borrower Debt to the
extent  provided  below.

          (i)     Until the Release Date, each Guarantor agrees that it will not
request,  demand,  accept,  or  receive (by set-off or other manner) any payment
amount,  credit  or  reduction of all or any part of the amounts owing under the
Borrower  Debt or any security therefor, except as specifically allowed pursuant
to  clause  (ii)  below;

          (ii)          Notwithstanding  the provisions of clause (i) above, the
Borrower  may  pay  to  the Guarantors and the Guarantors may receive and retain
from  the Borrower regularly scheduled payments due and owing under the terms of
the Borrower Debt, provided that the Borrower's right to pay and the Guarantors'
right  to receive any such regularly scheduled amount shall automatically and be
immediately suspended and cease (A) upon the occurrence of a Default (as defined
in  the  Loan Documents) or (B) if, after taking into account the effect of such
payment,  a  Default  would  occur  and be continuing.  The Guarantors' right to
receive  amounts under this clause (ii) (including any amounts which theretofore
may  have  been suspended) shall automatically be reinstated in such time as the
Default  which  was  the basis of such suspension has been cured to the Lenders'
satisfaction  (provided that no subsequent Default has occurred) or such earlier
date,  if  any,  and  the Administrative Agent gives notice to the Guarantors of
reinstatement  by  the  Determining  Lenders,  in  the Determining Lenders' sole
discretion;

          (iii)       If any Guarantor receives any payment on the Borrower Debt
in  violation  of  this Guaranty, such Guarantor will hold such payment in trust
for  the Lenders and will immediately deliver such payment to the Administrative
Agent;

          (iv)          Until  the  Release  Date,  no  Guarantor will demand or
accelerate  the maturity of all or any part of the Borrower Debt, nor collect or
enforce,  or attempt to collect or enforce, from the Borrower all or any part of
the Borrower Debt, whether through the commencement or joinder of a suit, action
or proceeding of any type (judicial or otherwise) or proceeding under any Debtor
Relief Laws (the "Insolvency Proceeding"), the enforcement of any rights against
any  property  of  the Borrower, or otherwise, except where any Guaranteed Party
shall  request  such  Guarantor  to  file  a  claim  in connection with any such
proceeding  and  except  as  set  forth  in  clause  (v)  below;  and

          (v)          In the event of any Insolvency Proceeding, the Guaranteed
Obligations  shall  first  be  paid, discharged and performed in full before any
payment  or performance is made upon the Borrower Debt notwithstanding any other
provisions which may be made in such Insolvency Proceeding.  In the event of any
Insolvency Proceeding, each Guarantor will at any time prior to the Release Date
(A)  file,  at the request of any Guaranteed Party, any claim, proof of claim or
similar  instrument  necessary  to  enforce the Borrower's obligation to pay the
Borrower  Debt,  and (B) hold in trust for and pay to the Guaranteed Parties any
and  all monies, obligations, property, stock dividends or other assets received
in  any  such  proceeding  on  account  of  the  Borrower Debt in order that the
Guaranteed  Parties  may  apply  such  monies or the cash proceeds of such other
assets  to  the Obligations.  In the event that any Guarantor fails to take such
action  upon  any  Guaranteed  Party's  request,  such Guaranteed Party shall be
deemed  to  have  been  appointed  the  attorney-in-fact for such Guarantor with
respect to the Borrower Debt, and such Guaranteed Party may in that capacity (i)
demand, sue for, collect and receive any and all such monies, dividends or other
assets,  (ii)  file  any  claim, proof of claim or similar instrument, and (iii)
institute  such  other  proceedings  which  such  Guaranteed  Party,  may  deem
reasonably  necessary  for  the collection of the Guaranteed Obligations and the
enforcement  of  the  terms  of  this  Guaranty.  Upon request of any Guaranteed
Party,  each  Guarantor  will  execute and deliver to such Guaranteed Party such
other  and  further  powers  of attorney or other instruments as such Guaranteed
Party may reasonably request to effect the purposes of this Guaranty.  If in any
proceeding  to  enforce  the  payment  of  the Guaranteed Obligations it becomes
necessary  that  any Guarantor itself prove such claims, such Guarantor shall do
so  upon  reasonable request by such Guaranteed Party.  In proving these claims,
however,  such  Guarantor  shall  act as the collection agent of such Guaranteed
Party  and  shall  promptly  pay any funds so received to such Guaranteed Party.

     SECTION  18.  Guarantor Insolvency.  Should any Guarantor voluntarily seek,
consent  to,  or  acquiesce in the benefits of any Debtor Relief Law or become a
party  to  or  be  made the subject of any proceeding provided for by any Debtor
Relief  Law  (other  than  as  a  creditor  or  claimant)  that could suspend or
otherwise adversely affect the rights of any Lender granted hereunder, then, the
obligations  of  such  Guarantor  under  this Guaranty shall be, as between such
Guarantor  and such Lender, a fully-matured, due, and payable obligation of such
Guarantor  to  such  Lender  (without  regard to whether the Borrower is then in
default  under  the  Credit  Agreement  or  whether  any  part of the Guaranteed
Obligations  is  then  due and owing by the Borrower to such Lender), payable in
full  by such Guarantor to such Lender upon demand, which shall be the estimated
amount  owing  in  respect  of  the  contingent  claim  created  hereunder.

     SECTION 19.  Rate Provision.  It is not the intention of any Lender to make
an  agreement  violative  of the laws of any applicable jurisdiction relating to
usury.    Regardless  of any provision in this Guaranty, no Lender shall ever be
entitled  to  contract,  charge,  receive,  collect or apply, as interest on the
Guaranteed  Obligations, any amount in excess of the Highest Lawful Rate.  In no
event  shall  any  Guarantor  be  obligated  to  pay any amount in excess of the
Highest  Lawful  Rate.  If from any circumstance the Administrative Agent or any
Lender  shall  ever  receive,  collect  or apply anything of value deemed excess
interest  under  Applicable Law, an amount equal to such excess shall be applied
to  the  reduction  of  the  principal  amount  of outstanding Advances, and any
remainder  shall  be  promptly refunded to the payor.  In determining whether or
not  interest  paid or payable with respect to the Guaranteed Obligations, under
any  specified  contingency, exceeds the Highest Lawful Rate, the Guarantors and
the  Lenders  shall,  to  the  maximum  extent  permitted by Applicable Law, (a)
characterize any non-principal payment as an expense, fee or premium rather than
as  interest,  (b)  amortize,  prorate,  allocate and spread the total amount of
interest  throughout the full term of such Obligations so that the interest paid
on  account  of  such  Guaranteed Obligations does not exceed the Highest Lawful
Rate  and/or  (c)  allocate  interest  between  portions  of  such  Guaranteed
Obligations;  provided that if the Guaranteed 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 payor the amount of such excess or
credit  the amount of such excess against the total principal amount owing, and,
in  such event, no Lender shall be subject to any penalties provided by any laws
for  contracting  for,  charging  or receiving interest in excess of the Highest
Lawful  Rate.

     Section 20.  Severability.  Any provision of this Guaranty 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  in such jurisdiction or affecting the validity or enforceability of such
provision  in  any  other  jurisdiction.

     SECTION  21.    ENTIRE  AGREEMENT.    THIS  GUARANTY  REPRESENTS  THE FINAL
AGREEMENT BETWEEN THE PARTIES REGARDING THE SUBJECT MATTER HEREIN AND MAY NOT BE
CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS
BETWEEN  THE  PARTIES.    THERE  ARE  NO  UNWRITTEN  ORAL AGREEMENTS BETWEEN THE
PARTIES.

IN  WITNESS  WHEREOF,  each  Guarantor  has caused this Guaranty to be duly
executed  and  delivered  by its duly authorized officer on the date first above
written.



Notice  Address  for  all  Guarantors
for  this  Guaranty:

By:
Name:
Title:

Telephone:
Telecopier:


Accepted  and  Acknowledged:

NATIONSBANK,  N.A.,  as
the  Administrative  Agent



By:
Name:
Title:


<PAGE>

EXHIBIT  E


NOTICE  OF  BORROWING



NationsBank,  N.A.,  as
   the  Administrative  Agent
901  Main  Street,  _____  Floor
Dallas,  Texas  75202

Attention:          ________________

     Re:          Club  Corporation  International
                  --------------------------------

Ladies  and  Gentlemen:

     The undersigned, an Authorized Signatory of Club Corporation International,
pursuant  to  the  Credit  Agreement,  dated  as  of  May  27,  1998,  among the
undersigned,  the financial institutions party thereto, Credit Lyonnais New York
Branch,  as  Co-Agent,  First  Union National Bank, as Co-Agent and NationsBank,
N.A.,  as  the  Administrative  Agent  (said  Agreement,  as  it may be amended,
supplemented  or  otherwise  modified  from  time  to  time,  being  the "Credit
Agreement"  and  capitalized  terms not defined herein but defined therein being
used  herein as therein defined), hereby gives you notice, irrevocably, pursuant
to  Section  2.2 of the Credit Agreement, that the undersigned hereby requests a
Revolving Credit Advance under the Credit Agreement, and in that connection sets
forth  below  the  information  relating  to  such  borrowing  (the  "Proposed
Borrowing")  as  required  by  Section  2.2  of  the  Credit  Agreement:

     (i)      The Business Day of the Proposed Borrowing is _____________, ____.

     (ii)     The aggregate amount of the Revolving Credit Advances constituting
the  Proposed  Borrowing  is  $___________, of which amount $_______ consists of
Base  Rate  Advances,  $_________    consists  of  LIBOR Rate Advances having an
initial  Interest  Period  of  _____  months.

     The  undersigned hereby certifies that the following statements are true on
the  date hereof, and will be true on the date of the Proposed Borrowing, before
and  after  giving  effect  thereto  and  to  the  application  of  the proceeds
therefrom:

     (A)         the representations and warranties of the Borrower contained in
Article  4  of  the  Credit Agreement and in each of the other Loan Documents to
which  it  is  a  party  (other  than  those representations and warranties that
specifically  relate  to an earlier date) are true and correct as though made on
and  as  of  such date, except as otherwise expressly provided in Section 4.2 of
the  Credit  Agreement;  and

     (B)       no Default or Event of Default is continuing, or will result from
the  Proposed  Borrowing.

                              Very  truly  yours,

                              CLUB  CORPORATION  INTERNATIONAL



                              By:
                                   Name:
                                   Title:

<PAGE>


EXHIBIT  F


SWING  LINE  NOTE
-----------------


Dallas,  Texas          $15,000,000          ___________,  1998


     CLUB  CORPORATION INTERNATIONAL, a Nevada corporation (the "Borrower"), for
value  received, promises to pay to the order of NationsBank, N.A. ("Lender") or
its  registered assigns, at the principal office of NationsBank, N.A., in lawful
money  of the United States of America, the principal sum of Fifteen Million and
No/100  Dollars  ($15,000,000),  or  such lesser sum as shall be due and payable
from  time  to  time  hereunder, as hereinafter provided.  All capitalized terms
used  but  not  defined  herein  shall have the meanings set forth in the Credit
Agreement  described  below.

     Principal  of  and  interest  on the unpaid principal balance of Swing Line
Advances  under this Swing Line Note (this "Note") from time to time outstanding
shall  be  due  and  payable  as  set  forth  in  the  Credit  Agreement.

     This  Note  is issued pursuant to and evidences Swing Line Advances under a
Credit  Agreement,  dated  as  of May 27, 1998, among the Borrower, NationsBank,
N.A.,  as  Administrative  Agent,  Credit Lyonnais New York Branch, as Co-Agent,
First  Union  National  Bank,  as  Co-Agent, and the lenders parties thereto (as
amended,  restated,  supplemented,  renewed, extended or otherwise modified from
time to time, "Credit Agreement"), to which reference is made for a statement of
the  rights  and obligations of the Lender and the duties and obligations of the
Borrower in relation thereto; but neither this reference to the Credit Agreement
nor  any provision thereof shall affect or impair the absolute and unconditional
obligation of the Borrower to pay the principal sum of and interest on this Note
when  due.

     THIS  NOTE  AND  THE  OTHER LOAN DOCUMENTS SHALL BE CONSTRUED IN ACCORDANCE
WITH  AND  GOVERNED  BY  THE  LAWS  OF  THE  STATE  OF  TEXAS (WITHOUT REGARD TO
PRINCIPLES  OF  CONFLICTS  OF  LAW),  AND  OF THE UNITED STATES OF AMERICA.  THE
BORROWER  AGREES  THAT  THE STATE AND FEDERAL COURTS OF TEXAS LOCATED IN DALLAS,
TEXAS  SHALL HAVE JURISDICTION OVER THE PROCEEDINGS IN CONNECTION WITH THIS NOTE
AND  THE  OTHER  LOAN  DOCUMENTS.

     THIS  NOTE,  TOGETHER  WITH  THE OTHER LOAN DOCUMENTS, REPRESENTS THE FINAL
AGREEMENT  BETWEEN THE PARTIES 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.

                              CLUB  CORPORATION  INTERNATIONAL



                              By:
                                   Name:
                                   Title:


<PAGE>

EXHIBIT  G


NOTICE  OF  CONTINUATION/CONVERSION



NationsBank,  N.A.,  as
   the  Administrative  Agent
901  Main  Street,  _____  Floor
Dallas,  Texas  75202

Attention:          ___________________

     Re:          Club  Corporation  International
                  --------------------------------

Ladies  and  Gentlemen:

     The undersigned, an Authorized Signatory of Club Corporation International,
pursuant  to  the  Credit  Agreement,  dated  as  of  May  27,  1998,  among the
undersigned,  the  lenders  party  thereto  Credit  Lyonnais New York Branch, as
Co-Agent,  First Union National Bank, as Co-Agent, and NationsBank, N.A., as the
Administrative  Agent  (said  Agreement,  as  it may be amended, supplemented or
otherwise  modified  from  time  to  time,  being  the  "Credit  Agreement"  and
capitalized  terms  not  defined herein but defined therein being used herein as
therein  defined), hereby gives you notice, irrevocably, pursuant to Section 2.2
of  the  Credit  Agreement,  that the undersigned hereby requests a [conversion]
[continuation]  on  _____________, ____ of $________________ in principal amount
of presently outstanding Revolving Credit Advances that are [Base Rate Advances]
[LIBOR  Advances  having an Interest Period ending on ____________, ______] [to]
[as]  [Base  Rate]  [LIBOR]  Advances.    [The  Interest  Period for such amount
requested  to be [converted to] [continued as] LIBOR Advances is [1] [2] [3] [6]
months.

     The  undersigned hereby certifies that the following statements are true on
the  date  hereof,  and  will  be  true  on  the  date  of  the  [conversion]
[continuation],  before  and  after  giving  effect  thereto:

     (A)         the representations and warranties of the Borrower contained in
Article  4  of  the  Credit Agreement and in each of the other Loan Documents to
which  it  is  a  party  (other  than  those representations and warranties that
specifically  relate  to an earlier date) are true and correct as though made on
and  as  of  such date, except as otherwise expressly provided in Section 4.2 of
the  Credit  Agreement;  and

     (B)       no Default or Event of Default is continuing, or will result from
the  [continuation]  [conversion].

                              Very  truly  yours,

                              CLUB  CORPORATION  INTERNATIONAL



                              By:
                                   Name:
                                   Title: