$200,000,000

                                CREDIT AGREEMENT

                                      AMONG

                                 CLUBCORP, INC.

                          CERTAIN LENDERS NAMED HEREIN

                   NATIONSBANK, N.A., AS ADMINISTRATIVE AGENT



                                 March 29, 1999





                     NATIONSBANC MONTGOMERY SECURITIES LLC,
                        AS LEAD ARRANGER AND BOOK MANAGER

<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>

<S>            <C>
ARTICLE 1      Definitions
---------      ------------
Section 1.1    Defined Terms
Section 1.2    Amendments and Renewals
Section 1.3    Construction

ARTICLE 2      Advances
---------      --------
Section 2.1    The Advances
Section 2.2    Manner of Borrowing and Disbursement
Section 2.3    Interest
Section 2.4    Fees
Section 2.5    Prepayments
Section 2.6    Non-Receipt of Funds by the Administrative Agent
Section 2.7    Payment of Principal of Advances
Section 2.8    Reimbursement
Section 2.9    Manner of Payment
Section 2.10   LIBOR Lending Offices
Section 2.11   Sharing of Payments
Section 2.12   Calculation of LIBOR Rate and Eurodollar Rate
Section 2.13   Taxes

ARTICLE 3      Conditions Precedent
---------      --------------------
Section 3.1    Conditions Precedent to the Initial Advance
Section 3.2    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 or Eurodollar 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  Confidentiality
Section 11.14  GOVERNING LAW
</TABLE>

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:   Acquired  Properties
Schedule  8:   Investment  Policy
Schedule  9:   Labor  Matters
Schedule  10:  Non-Guarantors


Exhibit  A:    Promissory  Note
Exhibit  B:    Compliance  Certificate
Exhibit  C:    Assignment  Agreement
Exhibit  D:    Subsidiary  Guaranty
Exhibit  E:    Notice  of  Borrowing
Exhibit  F:    Notice  of  Continuation/Conversion


<PAGE>

     CREDIT  AGREEMENT


     THIS  CREDIT AGREEMENT is dated as of March 29, 1999, among CLUBCORP, INC.,
a  Delaware  corporation  (the  "Borrower"), the Lenders from time to time party
hereto, 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)
consummate the Transaction (as hereinafter defined) and (b) pay certain fees and
expenses  related  to  the  Transaction.  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  Eurodollar  Rate" means, for any Eurodollar Rate 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 Eurodollar Rate for such Eurodollar
Rate  Advance for any Interest Period by (b) 1 minus the Reserve Requirement for
such  Eurodollar  Rate  Advance  for  any  Interest  Period.

     "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(a)  hereof.

     "Advance" means any amount advanced by a Lender to the Borrower pursuant to
Section  2.1(a)  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" means the
laws  of the United States of America, including without limitation 12 USC    85
and 86, as amended from time to time, and any other statute of the United States
of  America  now  or  at  any  time  hereafter  prescribing the maximum rates of
interest  on loans and extensions of credit, and the laws of the State of Texas,
including,  without  limitation,  Art.  1H, if applicable, and if Art. 1H is not
applicable,  Art.  1D, and any other statute of the State of Texas now or at any
time  hereafter prescribing maximum rates of interest on loans and extensions of
credit;  provided  that  the parties hereto agree pursuant to Texas Finance Code
Section  346.004  that  the  provisions of Chapter 346 of the Texas Finance Code
shall  not  apply  to  Advances,  this  Agreement,  the  Notes or any other Loan
Documents.

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

               Applicability                   Percentage

       (a) Initial Pricing Period                0.000

       (b) Subsequent Pricing Period             0.500

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

              Applicability                   Percentage

      (a) Initial Pricing Period                1.250

      (b) Subsequent  Pricing  Period           1.750


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

              Applicability                   Percentage

      (a) Initial Pricing Period                1.250

      (b) Subsequent Pricing Period             1.750

     "Arrangement  Fee  Letter"  means  that  certain fee letter, dated March 3,
1999,  from  NationsBank,  N.A.  and  NationsBanc  Montgomery  Securities  LLC,
providing  for  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  hereunder.

     "Base  Rate  Advance"  means  any Advance bearing interest at the Base Rate
Basis,  which  Advances  shall  be available at all times during this Agreement.

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

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

     "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.

     "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  up  to an aggregate principal amount of
$200,000,000,  as  terminated  pursuant  to  Section  2.1(a)  hereof.

     "Commitment  Letter"  means  that certain commitment letter, dated March 3,
1999,  from  NationsBank,  N.A.  and NationsBanc Montgomery Securities LLC, with
respect  to  the  Commitment.

     "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%, (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%,  or  (c)  with respect to Eurodollar Rate Advances, the
lesser of (i) the Highest Lawful Rate or (ii) the Eurodollar Rate 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  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,  plus  (f) to the extent included in determining Pretax Net Income, Net
Change  in  Deferred  Membership  Revenue.

     "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.

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

     "Eurodollar  Rate"  means, for any Eurodollar Rate Advance for any Interest
Period  therefor,  the  eurodollar  rate  published  by Telerate News Service at
approximately  11:00  a.m.  (Dallas,  Texas time) two Business Days prior to the
first day of such Interest Period for a term comparable to such Interest Period.

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

"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.

     "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 Wednesday following the last
Tuesday  in  December  and ending on the last Tuesday of the following December.

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

     "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.

     "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.

     "Initial  Advance  Date"  means  the date of the initial Advance under this
Agreement.

     "Initial  Pricing Period" means the period from and including the Agreement
Date  to  and  including  the  Rate  Adjustment  Date.

     "Institutional  Debt" means unsecured indebtedness for borrowed money which
may  be  raised  by the Borrower in the private placement or public debt markets
pursuant  to  terms  satisfactory  to  the  Determining  Lenders.

     "Interest  Period"  means  the  period  beginning  on the day any (a) LIBOR
Advance  is made and ending one, two or three months thereafter (as the Borrower
shall  select)  or  (b)  Eurodollar  Rate  Advance  is  made  and  ending  up to
twenty-nine  days  thereafter (as the Borrower shall select); provided, however,
that:

(1)     with  respect  to  any  LIBOR  Advance,  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;

(2)     with  respect  to  any LIBOR Advance, 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

(3)     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.

     "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.

     "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
LIBOR  Rate  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  Arrangement Fee Letter, the Administrative Agent Fee Letter, the Commitment
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 March 29, 2004, or the earlier date of termination in
whole  of  the  Commitment  pursuant  to  Section  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  Indebtedness  or 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  Change in Deferred Membership Revenue" means, for any period, the net
change during such period in current and non-current deferred membership revenue
and  related  expenses  in  respect  of  Membership  Deposits.

     "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  the  promissory  notes  of  Borrower  evidencing  Advances
hereunder,  substantially  in  the  form  of Exhibit A hereto, together with any
extension,  renewal,  or  amendment  thereof,  or  substitution  therefor.

     "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(b)  hereof.

     "Obligations"  means  (a) all obligations of any nature (whether matured or
unmatured,  fixed  or  contingent)  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  2.13(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  or  Eurodollar  Rate  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:

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

(3)     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;

(4)     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;

(5)     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;

(6)     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;

(7)     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;

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

(9)     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;

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

(11)     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

(12)     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,  1999.

     "Rate  Adjustment  Date"  means the date which is the earlier of (a) ninety
days  from  the  Agreement  Date  or  (b)  the  Syndication  Commencement  Date.

     "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.

     "Refinancing  Advance"  means  an Advance that is used to pay the principal
amount of an existing Advance at the end of its Interest Period and which, after
giving  effect  to  such  application,  does  not  result  in an increase in the
aggregate  amount  of  Advances,  and  which  such  Advances do not result in an
increase  in the aggregate amount of outstanding Advances.  Each Advance, except
the  initial  Advance,  shall  be  a  Refinancing  Advance.

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

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

     "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 or Adjusted Eurodollar Rate is to be determined, or (b) any
category of extensions of credit or other assets which include LIBOR Advances or
Eurodollar  Rate Advances.  The Adjusted LIBOR Rate and Adjusted Eurodollar 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 Agreement" means that certain Credit Agreement, dated as
of  May 27, 1998, among the Borrower, the lenders named therein, Credit Lyonnais
New  York  Branch  and First Union National Bank, as Co-Agents, and NationsBank,
N.A., as Administrative Lender, as amended, restated, and supplemented from time
to  time.

     "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.

     "Stock  Purchase  Agreement"  means  that certain Stock Purchase Agreement,
dated  as of February 10, 1999, among Meditrust Corporation, Meditrust Operating
Company  and  Golf  Acquisitions,  L.L.C., as amended, modified or supplemented.

     "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.

     "Syndication  Commencement  Date"  means  the  date that the Administrative
Agent,  or  an  Affiliate  thereof,  notifies the Borrower that it has commenced
syndication  of  this  Agreement to other Lenders, which date shall be no sooner
than sixty days after the Agreement Date and no later than ninety days after the
Agreement  Date.

     "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  2.13(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.

     "Transaction"  means  the  acquisition  by  one or more Subsidiaries of the
Borrower of certain properties being sold by Meditrust Corporation and Meditrust
Operating  Company,  such  properties being owned by Meditrust Golf Group, Inc.,
Meditrust  Golf  Group  II, Inc., and The Cobblestone Golf Companies, Inc. (such
companies,  collectively,  the  "Acquired  Companies",  and  such  properties,
collectively,  the  "Acquired  Properties"),  such  properties  being  more
particularly  described  on  Schedule  7  hereto.

     "Transaction  Documents"  means  the Stock Purchase Agreement and all other
contracts,  agreements or documents executed or delivered in connection with the
Transaction.

     "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  Renewalsand  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     Construction2Construction.  The terms defined in this Article 1
(except  as  otherwise  expressly  provided  in this Agreement) for all purposes
shall  have the meanings set forth in Section 1.1 hereof, and the singular shall
include  the  plural,  and vice versa, unless otherwise specifically required by
the  context.  All  accounting  terms  used  in  this  Agreement  which  are not
otherwise  defined  herein  shall  be  construed  in  accordance  with GAAP on a
consolidated  basis  for  the  Borrower  and  its Subsidiaries, unless otherwise
expressly  stated  herein.


                                    ARTICLE 2

     Advances

Section  2.1     The  Advances.

(a)     Advances.  Each  Lender  severally agrees, upon the terms and subject to
the  conditions  of  this  Agreement,  to  make  Advances to the Borrower on the
Initial  Advance  Date,  in  an  aggregate  amount  not  to exceed its Specified
Percentage  of the Commitment, for the purposes set forth in Section 5.8 hereof.
Immediately  upon  the  making  of  the  Advances  on  the Initial Advance Date,
the Commitment shall be automatically terminated.  Advances may not be repaid or
reborrowed  other  than  as  Refinancing Advances as a result of a conversion or
continuance

(b)     Any  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, a Eurodollar Rate Advance or
a  LIBOR Advance; provided that there shall not be outstanding, at any one time,
more  than  ten  LIBOR  Advances  and  Eurodollar  Rate  Advances.

Section  2.2     Manner  of  Borrowing  and  Disbursement

(a)     In  the case of the initial Advance, the Borrower, through an Authorized
Signatory,  shall give the Administrative Agent prior to (i) 11:00 a.m., Dallas,
Texas  time,  on  the date of the proposed initial Advance if it is to be a Base
Rate  Advance, (ii) 11:00 a.m., Dallas, Texas time, three Business Days prior to
the  date  of the proposed initial Advance if any portion of it is to be a LIBOR
Advance, or (iii) 11:00 a.m., Dallas, Texas time, two Business Days prior to the
date  of  the  proposed  initial  Advance  if  any  portion  of  it  is  to be a
Eurodollar  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 the initial Advance
hereunder.  Such  Notice  of Borrowing shall specify the requested funding date,
which  shall  be  a  Business  Day.

(b)     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  Eurodollar  Rate  Advances  or  LIBOR
Advances  and  all  or  any part of the outstanding LIBOR Advances or Eurodollar
Rate  Advances  to  Base  Rate  Advances or (ii) upon expiration of any Interest
Period  applicable  to a LIBOR Advance or a Eurodollar Rate Advance, to continue
all  or  any portion of such LIBOR Advance or such Eurodollar Rate Advance equal
to $5,000,000 and integral multiples of $1,000,000 in excess of that amount as a
LIBOR Advance or a Eurodollar Rate Advance and the succeeding Interest Period(s)
of  such  continued LIBOR Advance or such Eurodollar Rate Advance shall commence
on  the last day of the Interest Period of the LIBOR Advance  or Eurodollar Rate
Advance  to  be  continued; provided, however, (A) LIBOR Advances and Eurodollar
Rate  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 or a Eurodollar Rate 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 or a Eurodollar Rate Advance, not later than 11:00 a.m.,
Dallas, Texas time at least two Business Days prior to any proposed continuation
of  or  conversion  to  a  LIBOR 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  F  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 or a Eurodollar Rate Advance, the requested
Interest  Period, and (iv) in the case of a conversion of a Base Rate Advance to
a  LIBOR Advance or a Eurodollar Rate Advance or continuation of a LIBOR Advance
or  a  Eurodollar  Rate 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  or any Eurodollar Rate
Advance,  the  Borrower  shall be deemed irrevocably to have requested that such
LIBOR  Advance  or  such  Eurodollar  Rate  Advance  be converted to a Base Rate
Advance  in  the  same  principal  amount.

(c)     Minimum  Amount.  The  aggregate amount of Base Rate 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.  The aggregate amount
of  LIBOR  Advances  or Eurodollar Rate 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.

(d)     Notice and Disbursement.  The Administrative Agent shall promptly notify
the  Lenders  of  each  notice  received  from  the  Borrower  pursuant  to this
Section.  Each  Lender  shall,  not later than 2:00 p.m., Dallas, Texas time, on
the Initial Advance 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 Initial Advance
Date,  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  Advances  shall  be  made by each Lender
according  to  its  Specified  Percentage.

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.

(c)     On  Eurodollar  Rate  Advances.

(i)     The  Borrower  shall pay interest on the outstanding principal amount of
each  Eurodollar  Rate Advance, from the date of such Eurodollar Rate 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 the Eurodollar
Basis  for such Eurodollar Rate Advance, but in no event higher than the Highest
Lawful  Rate.

(ii)    Subject to Section 11.9 hereof, interest on each Eurodollar Rate 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
Eurodollar  Rate  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.  Subject  to  Section 11.9 hereof, the Borrower agrees to
pay  to  the  Administrative  Agent,  for  the account of (a) 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 (b) NationsBank,
N.A.  and  NationsBanc  Montgomery  Securities  LLC  the  fees  specified in the
Arrangement  Fee  Letter  on  the  dates  and  in the amounts specified therein.

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  and  Eurodollar  Rate  Advances  may be
voluntarily  prepaid,  without  premium  or  penalty,  but  only  so long as the
Borrower  concurrently  reimburses  the  Lenders  in accordance with Section 2.8
hereof.  Any  notice  of  prepayment  shall  be  irrevocable.

(b)     Prepayment  from  Sales of Capital Stock.  Provided that the Determining
Lenders  (as  defined  in  the  Revolving  Credit Agreement) under the Revolving
Credit  Agreement  have waived any Event of Default (as defined in the Revolving
Credit  Agreement)  that  may occur under Section 7.1(i) of the Revolving Credit
Agreement as a result of the existence of this Section 2.5(b), concurrently with
the  receipt  of  Net  Cash  Proceeds  from  the  sale  or  disposition  by  the
Borrower  or  any  of  its Subsidiaries of any Capital Stock, the Borrower shall
prepay  the  Advances  in an aggregate principal amount equal to 50% of such Net
Cash  Proceeds.  The Borrower shall be required to reimburse each Lender for any
loss,  cost  or  expense  incurred  by  each  Lender in connection with any such
prepayment  in  accordance  with  Section  2.8  hereof.

(c)     Prepayment  for  the  Issuance of Institutional Debt.  Concurrently with
the  receipt of Net Cash Proceeds from the issuance of Institutional Debt by the
Borrower  or  any of its Subsidiaries, the Borrower shall prepay the Advances in
an  aggregate  principal  amount  equal  to 100% of such Net Cash Proceeds.  The
Borrower  shall  be  required  to  reimburse  each  Lender for any loss, cost or
expense  incurred  by  each  Lender  in  connection  with any such prepayment in
accordance  with  Section  2.8  hereof.

(d)     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 or a Eurodollar Rate Advance shall
be  in  a principal amount which is at least $5,000,000 and which is an integral
multiple of $1,000,000, and to the extent that any 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  2.8  hereof.

Section  2.6     Non-Receipt  of  Funds by the Administrative Agent.  Unless the
Administrative  Agent  shall have been notified by a Lender prior to the Initial
Advance  Date  (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  2.7     Payment  of  Principal  of  Advances.

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

Section  2.8      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 or Eurodollar Rate 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 or Eurodollar Rate 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 such Eurodollar Rate Advance or (c) any
prepayment  of any of its LIBOR Advances or Eurodollar Rate 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  2.8 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  2.9     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; (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.

Section  2.10     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  2.11    Sharing  of Payments 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(a),  2.4(b),  2.13,  9.3 or 9.5 hereof) 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  2.12     Calculation of LIBOR Rate and Eurodollar Rate.  The provisions
of  this  Agreement relating to calculation of the LIBOR Rate and the Eurodollar
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 or Eurodollar Advance as it sees fit.

Section  2.13  Taxes.

(a)     Any  and  all  payments  by  the  Borrower  hereunder  shall be made, in
accordance  with Section 2.9 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  2.13;  (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 2.13) 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 2.13(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 2.13) 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 2.13 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  2.13  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 2.13(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 2.13 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.


                                    ARTICLE 3

                              Conditions  Precedent

Section 3.1      Conditions Precedent to the Initial Advance.  The obligation of
each  Lender  to  make  the  initial  Advance  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  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(c)
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  Compliance  Certificate, duly executed as of the Fiscal Year ended
December  29,  1998,  evidencing  that no Default or Event of Default would have
occurred  at  the  end  of such Fiscal Year had this Agreement been in effect at
such  time  and  had  the  Transaction  occurred  at  such  time;

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

(l)      the  Schedule  of  Non-Guarantors  in  the  form of Schedule 10 hereto;

(m)      all  Transaction  Documents,  which  shall  be  on terms and conditions
acceptable  to  the  Determining  Lenders;

(n)     the  Transaction  shall have occurred contemporaneously pursuant to the
terms  and  conditions  of  the  Transaction  Documents;

(o)      (i)  financial  statements of the Borrower and its Subsidiaries for the
Fiscal  Year  ended December 29, 1998, audited by independent public accountants
of  recognized  standing,  (ii)  unaudited  financial  statements of each of the
Acquired  Companies  for  the  fiscal  year ended December 31, 1998, (iii) a pro
forma  balance  sheet  of the Borrower and its Subsidiaries, taking into account
the  Transaction  as  if  the Transaction had occurred on December 29, 1998, and
reflecting  estimated purchase price accounting adjustments, and (iv) such other
information  relating  to  the  Transaction,  in each case in form and substance
satisfactory  to  the  Administrative  Agent;

(p)      all  requisite  approvals or consents of all Tribunals or third parties
with  respect  to  the  Transaction  and other transactions hereby to the extent
required  shall  be  obtained;

(q)      after  giving  effect  to the Transaction, there shall have occurred no
material  adverse  change  in  the  business,  assets,  operations, prospects or
condition  (financial  or otherwise) of the Borrower and its Subsidiaries, taken
as  a  whole  since  December  29,  1998;

(r)      there  shall  exist  no  Default  or  Event  of  Default  hereunder;

(s)      no  order, judgment, injunction or decree of any Tribunal shall purport
to  enjoin  or  retain  any  Lender  from  making  an  Advance;

(t)      all representations and warranties of the Borrower under this Agreement
shall  be  true  and  correct,  both  before  and  after  giving  effect  to the
application  of  the  proceeds  of  the  Advance;

(u)      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

(v)      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  Conversions and Continuations.  The
obligation  of  each  Lender  to convert any existing Advance into an Advance of
another  type  or  continue any LIBOR Advance or Base Rate Advance is subject to
fulfillment  of  the  following  conditions  immediately  prior  to  or
contemporaneously  with  each  such  conversion  or  continuation:

(a)     all  of  the  representations  and warranties of the Borrower under this
Agreement  shall  be  true  and  correct, both before and after giving effect to
continuation  or  conversion;

(b)     there  shall  not  exist  a Default or Event of Default hereunder and no
Default  or  Event of Default would result from the making of such conversion or
continuation;

(c)     no  order,  judgment, injunction or decree of any Tribunal shall purport
to  enjoin  or  restrain  any  Lender from converting or continuing any Advance;

(d)     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

(e)     after  giving  effect  to  the Transaction, there shall have occurred no
material  adverse  change  in  the  business,  assets,  operations, prospects or
conditions  (financial or otherwise) of the Borrower and its Subsidiaries, taken
as  a  whole,  since  December  29,  1998.


                                    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 (but
treating  the  Transaction  as  having occurred), 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  hereunder  and  enter  into  the
Transaction.  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
29,  1998,  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 29, 1998, no event or circumstance
has  occurred  or  arisen  which is reasonably likely to have a Material Adverse
Effect.

(l)      ERISA.  Each  Plan of the Borrower and its Controlled Group (other than
any  Multiemployer  Plan)  is  in  compliance  in all material respects with the
applicable  provisions  of ERISA, the Code, and any other applicable Law, except
to the extent that failure to so comply would not reasonably be expected to have
a  Material  Adverse  Effect.  With  respect  to  each  Plan  (other  than  any
Multiemployer Plan) of the Borrower and each member of its Controlled Group, all
reports  required  under  ERISA or any other Applicable Law to be filed with any
Tribunal, the failure of which to file could reasonably be expected to result in
liability  of  the  Borrower  or any member of its Controlled Group in excess of
$500,000,  have  been  duly filed.  All such reports are true and correct in all
material  respects  as of the date given.  No Plan of the Borrower or any member
of  its  Controlled Group has been terminated under Section 4041(c) of ERISA nor
has  any  accumulated  funding  deficiency  (as defined in Section 412(a) of the
Code)  been  incurred (without regard to any waiver granted under Section 412 of
the  Code),  nor  has  any funding waiver from the Internal Revenue Service been
received or requested the result of which could reasonably be expected to have a
Material  Adverse  Effect.  None of the Borrower or any member of its Controlled
Group  has  failed  to  make  any contribution or pay any amount due or owing as
required  under  the  terms  of  any such Plan, or by Section 412 of the Code or
Section  302  of ERISA by the due date under Section 412 of the Code and Section
302  of  ERISA,  the  result  of  which  could  reasonably be expected to have a
Material  Adverse  Effect.  There has been no ERISA Event or any event requiring
disclosure  under  Section 4041(c)(3)(C) or 4063(a) of ERISA with respect to any
Plan  or its related trust of the Borrower or any member of its Controlled Group
since  the  effective  date  of  ERISA,  the result of which could reasonably be
expected  to  have  a Material Adverse Effect.  The present value of the benefit
liabilities,  as  defined in Title IV of ERISA, of each Plan subject to Title IV
of  ERISA  (other  than a Multiemployer Plan) of the Borrower and each member of
its  Controlled  Group  does  not exceed the present value of the assets of each
such  Plan as of the most recent valuation date using each such Plan's actuarial
assumptions at such date by an amount which could reasonably be expected to have
a Material Adverse Effect.  There are no pending, or to the Borrower's knowledge
threatened,  claims, lawsuits or actions (other than routine claims for benefits
in the ordinary course) asserted or instituted against, and neither the Borrower
nor  any  member  of  its  Controlled  Group  has  knowledge  of  any threatened
litigation  or  claims  against,  the assets of any Plan or its related trust or
against  any fiduciary of a Plan with respect to the operation of such Plan, the
result  of which could reasonably be expected to have a Material Adverse Effect.
None  of  the  Borrower  or,  to  the  Borrower's  knowledge,  any member of its
Controlled  Group has engaged in any prohibited transactions, within the meaning
of Section 406 of ERISA or Section 4975 of the Code, in connection with any Plan
the  result  of  which  could  reasonably be expected to have a Material Adverse
Effect.  None  of  the  Borrower  or  any  member  of  its  Controlled Group has
withdrawn from any Multiemployer Plan, nor has incurred or reasonably expects to
incur  (A)  any liability under Title IV of ERISA (other than premiums due under
Section  4007  of ERISA to the PBGC), (B) any withdrawal liability (and no event
has  occurred  which with the giving of notice under Section 4219 of ERISA would
result  in such liability) under Section 4201 of ERISA as a result of a complete
or partial withdrawal (within the meaning of Section 4203 or 4205 of ERISA) from
a  Multiemployer  Plan,  or (C) any liability under Section 4062 of ERISA to the
PBGC  or to a trustee appointed under Section 4042 of ERISA, the result of which
could  reasonably  be  expected  to have a Material Adverse Effect.  None of the
Borrower,  any  member of its Controlled Group, or any organization to which the
Borrower  or  any  member  of  its  Controlled  Group  is  a successor or parent
corporation  within  the  meaning  of  ERISA  Section  4069(b), has engaged in a
transaction  within the meaning of ERISA Section 4069, the result of which could
reasonably  be  expected  to have a Material Adverse Effect.  Any Plan that is a
welfare  benefit  plan  within  the  meaning  of  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  T, U and X.  The Borrower is not engaged
principally  or  as one of its important activities in the business of extending
credit  for  the  purpose  of purchasing or carrying any margin stock within the
meaning  of  Regulations  T,  U  and  X of the Board of Governors of the Federal
Reserve  System.  No  more  than  25%  of  the  assets  of  the Borrower and its
Subsidiaries  are  margin  stock.  None of the Borrower and its Subsidiaries nor
any agent acting on their behalf, have taken or will take any action which might
cause  the  Borrower,  the  Lenders,  this  Agreement or any other Loan Document
to  violate  any  regulation  of  the  Board of Governors of the Federal Reserve
System  or  to violate the Exchange Act, in each case as in effect now or as the
same  may  hereafter  be  in effect.  Neither the making of any Advances nor the
application  of  any proceeds thereof will violate, or be inconsistent with, the
provisions  Regulations  T,  U  and  X  of the Board of Governors of the Federal
Reserve  System.

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

(o)        Absence  of  Default.  The  Borrower  and  its  Subsidiaries  are  in
compliance  in  all  material  respects  with  all  of  the  provisions of their
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  has (i) undertaken 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)  developed  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 any continuation or conversion of an Advance, 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  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 shall be used by
the  Borrower  to  (a)  consummate  the Transaction and (b) pay certain fees and
expenses  related  to  the  Transaction.

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 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  (including  Institutional  Debt)  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),  an  amount  equal  to  the  sum  of  (i)
$7,000,000  plus  (ii)  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), an amount equal to the sum of
(i)  $7,000000  plus  (ii)  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 an
amount  equal  to  the  sum  of (i) $7,000,000 plus (ii) 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  WorthTangible Net Worth.  The Borrower
shall  not  permit the Tangible Net Worth at any time to be less than the sum of
(a) $305,060,000, 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;

(l)     A  Change  of  Control  shall  occur;  or

(m)      An  Event  of  Default  (as  defined in the Revolving Credit Agreement)
shall  occur  under  the  Revolving  Credit  Agreement.

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

(d)     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 or Eurodollar Basis Determination Inadequate.  If
with  respect  to  any proposed LIBOR Advance or Eurodollar Rate 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 or Eurodollar Rate for such proposed LIBOR Advance or Eurodollar Rate
Advance  does  not  adequately  and  fairly  reflect  the cost to such Lender of
making  and  maintaining  such proposed LIBOR Advance or Eurodollar Rate 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 or Eurodollar Rate 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  or  Eurodollar Rate 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 or each Eurodollar Rate
Advance  owing  to  the notifying Lender, together with accrued interest thereon
and  any reimbursement required under Section 2.8 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 or Eurodollar Rate 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 or 3.2, 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 Eurodollar Rate 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  or  Eurodollar  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
Eurodollar  Rate  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 or Eurodollar Rate Advances of the Lender,
together with accrued interest thereon to the date of prepayment, along with any
reimbursement  required  under  Section 2.8 hereof.  Concurrently with prepaying
such  LIBOR  Advances or Eurodollar Rate 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  Eurodollar  Rate  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  or  Eurodollar  Rate  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, the Eurodollar Basis or in
the  LIBOR  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.  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:

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

(ii)     If  to  the  Administrative  Agent,  at:

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  or  continue  or  convert 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 continuations or conversions 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 2.13 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, or other amount owing under any Loan Documents
to which such Lender is entitled or (iv) release any guaranty of the Obligations
(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",  or  (b)  without  the  consent of the Administrative Agent, if it,
would  alter  the  rights,  duties  or  obligations of the Administrative Agent.
Neither  this  Agreement  nor any term hereof may be amended orally, nor may any
provision hereof be waived orally but only by an instrument in writing signed by
the  Administrative  Agent  and,  in  the case of an amendment, by the Borrower.

Section  11.12    Exception  to  Covenants.  Neither the Borrower nor any of its
Subsidiaries  shall be deemed to be permitted to take any action or fail to take
any  action which is permitted as an exception to any of the covenants contained
herein  or  which  is  within  the  permissible  limits  of any of the covenants
contained  herein  if  such action or omission would result in the breach of any
other  covenant  contained  herein.

Section  11.13    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  11.13.

SECTION  11.14    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, T EXAS,  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 11.15    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  11.16    ENTIRE  AGREEMENT.  THIS  WRITTEN AGREEMENT, TOGETHER WITH THE
OTHER  LOAN  DOCUMENTS,  REPRESENTS  THE  FINAL  AGREEMENT  BETWEEN  THE PARTIES
REGARDING  THE  SUBJECT MATTER HEREIN AND THEREIN AND MAY NOT BE CONTRADICTED BY
EVIDENCE  OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES
HERETO.  THERE  ARE  NO  UNWRITTEN  ORAL  AGREEMENTS  BETWEEN  THE  PARTIES.



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

BORROWER:  CLUBCORP,  INC.


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


ADMINISTRATIVE AGENT:  NATIONSBANK, N.A., as Administrative Agent

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



LENDER:  NATIONSBANK, N.A.


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