Exhibit 4.1



                          $450,000,000


              DEBTOR-IN-POSSESSION CREDIT AGREEMENT

                    Dated as of June 2, 2000

                              Among

                   SPECIALITY RETAILERS, INC.,

               a Debtor and Debtor in Possession,

                          as Borrower,

                       STAGE STORES, INC.

                      as Parent Guarantor,

          THE INITIAL LENDERS, INITIAL ISSUING BANK AND
                   SWING LINE BANK NAMED HEREIN

  as Initial Lenders, Initial Issuing Bank and Swing Line Bank,

                       CITICORP USA, INC.

                      as Collateral Agent,

                       CITICORP USA, INC.

                    as Administrative Agent,












                        Table of Contents

                                                             Page

                            ARTICLE 1
                DEFINITIONS AND ACCOUNTING TERMS

SECTION 1.01                               Certain Defined Terms 2
SECTION 1.02Computation of Time Periods; Other Definitional Provisions     28
SECTION 1.03                                    Accounting Terms 28
SECTION 1.04                      Currency Equivalents Generally 28

                            ARTICLE 2
   AMOUNTS AND TERMS OF THE ADVANCES AND THE LETTERS OF CREDIT

SECTION 2.01              The Advances and the Letters of Credit 28
SECTION 2.02                                 Making the Advances 30
SECTION 2.03Issuance of and Drawings and Reimbursement Under Letters
            of Credit                                         32
SECTION 2.04                               Repayment of Advances 33
SECTION 2.05         Termination or Reduction of the Commitments 34
SECTION 2.06                                         Prepayments 35
SECTION 2.07                                            Interest 36
SECTION 2.08                                                Fees 37
SECTION 2.09                              Conversion of Advances 38
SECTION 2.10                                Increased Costs, Etc 38
SECTION 2.11                           Payments and Computations 39
SECTION 2.12                                               Taxes 42
SECTION 2.13                            Sharing of Payments, Etc 43
SECTION 2.14                                     Use of Proceeds 44
SECTION 2.15                                  Defaulting Lenders 44
SECTION 2.16                                    Evidence of Debt 46

                            ARTICLE 3
                      CONDITIONS OF LENDING
               AND ISSUANCES OF LETTERS OF CREDIT

SECTION 3.01 Conditions Precedent to Initial Extension of Credit 47
SECTION 3.02Conditions Precedent to Each Borrowing, Issuance and
            Increase of Available Amount                      52
SECTION 3.03Conditions Precedent to Each Working Capital Borrowing,
            Issuance and Increase of Available Amount         53
SECTION 3.04                   Determinations Under Section 3.01 53

                            ARTICLE 4
                 REPRESENTATIONS AND WARRANTIES

SECTION 4.01Representations and Warranties of the Borrower and the
            Parent Guarantor                                  53


                            ARTICLE 5
                   COVENANTS OF THE BORROWERS
                    AND THE PARENT GUARANTOR

SECTION 5.01                               Affirmative Covenants 58
SECTION 5.02                                  Negative Covenants 63
SECTION 5.03                              Reporting Requirements 69
SECTION 5.04                                 Financial Covenants 73

                            ARTICLE 6
                        EVENTS OF DEFAULT

SECTION 6.01                                   Events of Default 73
SECTION 6.02Actions in Respect of the Letters of Credit upon Default  77

                            ARTICLE 7
                         PARENT GUARANTY

SECTION 7.01                                            Guaranty 78
SECTION 7.02                                   Guaranty Absolute 78
SECTION 7.03                                              Waiver 79
SECTION 7.04               Payments Free and Clear of Taxes, Etc 80
SECTION 7.05                    Continuing Guaranty; Assignments 81
SECTION 7.06                                         Subrogation 81
SECTION 7.07                                       Subordination 81

                            ARTICLE 8
                           THE AGENTS

SECTION 8.01                            Authorization and Action 82
SECTION 8.02                               Agents' Reliance, Etc 82
SECTION 8.03                             Citibank and Affiliates 83
SECTION 8.04                        Lender Party Credit Decision 83
SECTION 8.05                                     Indemnification 83
SECTION 8.06                                    Successor Agents 84
SECTION 8.07                                        Other Agents 85

                            ARTICLE 9
                          MISCELLANEOUS

SECTION 9.01                                     Amendments, Etc 85
SECTION 9.02                                        Notices, Etc 86
SECTION 9.03                                 No Waiver; Remedies 86
SECTION 9.04                                  Costs and Expenses 86
SECTION 9.05                                    Right of Set-off 88
SECTION 9.06                                      Binding Effect 88
SECTION 9.07                      Assignments and Participations 88
SECTION 9.08                           Execution in Counterparts 91
SECTION 9.09                    No Liability of the Issuing Bank 92
SECTION 9.10                               Release of Collateral 92
SECTION 9.11                                   Jurisdiction, Etc 92
SECTION 9.12                                       Governing Law 92
SECTION 9.13                                Waiver of Jury Trial 93

SCHEDULES

Schedule I          -    Commitments and Applicable Lending
Offices
Schedule II         -    Borrower's Account
Schedule III             Eligible Real Property
Schedule IV         -    GOB Stores
Schedule 3.01(a)(vii)    -    Jurisdiction of Activity as Foreign
Corporation
Schedule 4.01(b)    -    Subsidiaries
Schedule 4.01(d)    -    Authorizations, Approvals, Actions,
Notices and Filings
Schedule 4.01(f)    -    Disclosed Litigation
Schedule 4.01(q)    -    Open Years
Schedule 4.01(s)    -    Existing Debt
Schedule 4.01(t)    -    Surviving Debt
Schedule 4.01(u)    -    Owned Real Property
Schedule 4.01(v)    -    Leased Real Property
Schedule 4.01(w)    -    Investments
Schedule 4.01(x)    -    Intellectual Property
Schedule 5.02(a)    -    Liens

EXHIBITS

Exhibit A-1    -    Form of Working Capital Note
Exhibit A-2    -    Form of Term Note
Exhibit B -    Form of Notice of Borrowing
Exhibit C -    Form of Assignment and Acceptance
Exhibit D -    Form of Security Agreement
Exhibit E -    Form of Subsidiary Guaranty
Exhibit F -    Intentionally Omitted
Exhibit G-1    -    Form of Interim Order
Exhibit G-2    -    Form of Final Order
Exhibit H-1    -    Form of Opinion of Counsel to the Loan
Parties
Exhibit H-2    -    Form of Opinion of Local Counsels to the Loan
Parties
Exhibit H-3    -    Form of Opinion of Special Bankruptcy Counsel
to the Loan Parties
Exhibit I -    Form of Borrowing Base Certificate














                        CREDIT AGREEMENT


          CREDIT AGREEMENT dated as of June 2, 2000 among
SPECIALTY RETAILERS, INC., a Texas corporation (the "Borrower"),
STAGE STORES, INC., a Delaware corporation (the "Parent
Guarantor"), each a debtor and debtor-in-possession under Chapter
11 of the Bankruptcy Code (11 U.S.C.  101 et seq.; the
"Bankruptcy Code"), the banks, financial institutions and other
institutional lenders listed on the signature pages hereof as the
Initial Lenders (the "Initial Lenders"), the bank listed on the
signature pages hereof as the Initial Issuing Bank (the "Initial
Issuing Bank" and, together with the Initial Lenders, the
"Initial Lender Parties") and the Swing Line Bank (as hereinafter
defined), CITICORP USA, INC. ("Citicorp"), as Collateral Agent
(together with any successor Collateral Agent appointed pursuant
to Article VIII, the "Collateral Agent"), and CITICORP, as
administrative agent (together with any successor administrative
agent appointed pursuant to Article VIII, the "Administrative
Agent" and, together with the Collateral Agent, the "Agents") for
the Lender Parties (as hereinafter defined).

PRELIMINARY STATEMENTS:

          (1)  On June 1, 2000 (the "Filing Date"), the Borrower
and the Parent Guarantor filed petitions under Chapter 11 of the
Bankruptcy Code in the United States Bankruptcy Court for the
Southern District of Texas (the "Bankruptcy Court").

          (2)  The Borrower and the Parent Guarantor have
continued to operate their respective businesses pursuant to
Sections 1107 and 1108 of the Bankruptcy Code.

          (3)  The Borrower and the Parent Guarantor have an
immediate need for funds to continue to operate their businesses.

          (4)  The Borrower has requested that the Initial
Lenders lend to the Borrower up to $450,000,000 pursuant to
Sections 105(a), 362, 364(c)(1), (2), (3) and 364(d) of the
Bankruptcy Code in order to (i) refinance the Receivables
Purchase Program (as hereinafter defined) and the Pre-Petition
2000 Credit Agreement (as hereinafter defined), (ii) provide
working capital for the Borrower and (iii) for other general
corporate purposes.

          (5)  The Parent Guarantor and the Subsidiary Guarantors
(as hereinafter defined) have agreed to guarantee the due and
punctual payment and performance by the Borrower of the
Obligations (as hereinafter defined) to the Administrative Agent,
the Collateral Agent and the Lenders pursuant to the Subsidiary
Guaranty (as hereinafter defined).

          (6)  The Parent Guarantor, the Borrower and the
Subsidiary Guarantors have agreed to secure the Obligations with,
inter alia, first priority liens on and security interests in
(subject to Permitted Liens (as hereinafter defined)) all
property and interests, real and personal, tangible and
intangible, of the Parent Guarantor, the Borrower and the
Subsidiary Guarantors, whether now owned or hereinafter acquired,
all on the terms and conditions set forth in the Loan Documents
(as hereinafter defined), in accordance with Sections 105(a),
362, 364(c)(1), (2), (3) and 364(d) of the Bankruptcy Code.

          (7)  The Lenders have indicated their willingness to
lend such amounts pursuant to Sections 105(a), 362, 364(c)(1),
(2), (3) and 364(d) of the Bankruptcy Code on the terms and
conditions of this Agreement.

          NOW, THEREFORE, in consideration of the premises and of
the mutual covenants and agreements contained herein, the parties
hereto hereby agree as follows:



                            ARTICLE 1

                DEFINITIONS AND ACCOUNTING TERMS



          SECTION 1.01   Certain Defined Terms

          .  As used in this Agreement, the following terms shall
have the following meanings (such meanings to be equally
applicable to both the singular and plural forms of the terms
defined):

          "Administrative Agent" has the meaning specified in the
     recital of parties to this Agreement.

          "Administrative Agent's Account" means the account of
     the Administrative Agent maintained by the Administrative
     Agent with Citicorp Industrial Credit at its office at 399
     Park Avenue, New York, New York 10043, Account No. 38858061,
     ABA 021000089, Attention: Elizabeth Zecha, or such other
     account as the Administrative Agent shall specify in writing
     to the Lender Parties.

          "Advance" means a Term Advance, a Working Capital
     Advance, a Swing Line Advance or a Letter of Credit Advance.

          "Affiliate" means, as to any Person, any other Person
     that, directly or indirectly, controls, is controlled by or
     is under common control with such Person or is a director or
     officer of such Person.  For purposes of this definition,
     the term "control" (including the terms "controlling",
     "controlled by" and "under common control with") of a Person
     means the possession, direct or indirect, of the power to
     vote 5 % or more of the Voting Interests of such Person or
     to direct or cause the direction of the management and
     policies of such Person, whether through the ownership of
     Voting Interests, by contract or otherwise.

          "Agents" has the meaning specified in the recital of
     parties to this Agreement.

          "Applicable Lending Office" means, with respect to each
     Lender Party, such Lender Party's Domestic Lending Office in
     the case of a Base Rate Advance and such Lender Party's
     Eurodollar Lending Office in the case of a Eurodollar Rate
     Advance.

          "Applicable Letter of Credit Fee" means a percentage
     per annum determined by reference to the Excess Availability
     as set forth below:

               Excess          Applicable Letter of
            Availability            Credit Fee

         Level I
         Less than $50                 3.25%
         million


         Level II
         $50 million or
         greater, but                  3.00%
         less than $85
         million


         Level III
         $85 million or
         greater, but                  2.75%
         less than $125
         million


         Level IV
         $125 million or               2.50%
         greater


     The Applicable Letter of Credit Fee shall be determined by
     reference to the Excess Availability in effect from time to
     time; provided, however, that (A) no change in the
     Applicable Letter of Credit Fee shall be effective until
     three Business Days after the date on which the
     Administrative Agent receives a Borrowing Base Certificate
     required to be delivered pursuant to Section 5.03(p), and in
     the case of an increase to a higher Level, a certificate of
     the principal financial officer of the Parent Guarantor
     stating that the Excess Availability has been maintained at
     the same Level for each of the immediately preceding sixty
     days, and (B) the Applicable Letter of Credit Fee shall be
     at Level I for so long as the Parent Guarantor has not
     delivered to the Administrative Agent (i) a Borrowing Base
     Certificate as required under Section 5.03(p), and (ii) the
     financial information required to be delivered pursuant to
     Section 5.03(b) or (c) as required thereunder, as the case
     may be, including such information for the Fiscal Year
     ending January 31, 2000 and Fiscal Quarter ending April 30,
     2000.

          "Applicable Margin" means a percentage per annum
     determined by reference to the Excess Availability as set
     forth below:

           Excess           Base Rate      Eurodollar Rate
        Availability        Advances          Advances

     Level I
     Less than $50            2.00%             3.25%
     million


     Level II
     $50 million or
     greater, but             1.75%             3.00%
     less than $85
     million


     Level III
     $85 million or
     greater, but             1.50%             2.75%
     less than $125
     million


     Level IV
     $125 million or          1.25%             2.50%
     greater


     The Applicable Margin for each Advance shall be determined
     by reference to the Excess Availability in effect from time
     to time; provided, however, that (A) no change in the
     Applicable Margin shall be effective until three Business
     Days after the date on which the Administrative Agent
     receives a Borrowing Base Certificate required to be
     delivered pursuant to Section 5.03(p), and in the case of an
     increase to a higher level, a certificate of the principal
     financial officer of the Parent Guarantor stating that the
     Excess Availability has been maintained at same Level for
     each of the immediately preceding sixty days, and (B) the
     Applicable Margin shall be at Level I for so long as the
     Parent Guarantor has not delivered to the Administrative
     Agent (i) a Borrowing Base Certificate as required under
     Section 5.03(p), and (ii) the financial information required
     to be delivered pursuant to Section 5.03(b) or (c) as
     required thereunder, as the case may be, including such
     information for the Fiscal Year ending January 31, 2000 and
     Fiscal Quarter ending April 30, 2000.

          "Applicable Percentage" means a percentage per annum
     determined by reference to the Excess Availability as set
     forth below:

                Excess       Applicable Percentage
             Availability

           Level I
           Less than $50            0.500%
           million


           Level II
           $50 million or
           greater, but             0.500%
           less than $85
           million


           Level III
           $85 million or
           greater, but             0.375%
           less than $125
           million


           Level IV
           $125 million or          0.375%
           greater


     The Applicable Percentage shall be determined by reference
     to the Excess Availability in effect from time to time;
     provided, however, that (A) no change in the Applicable
     Percentage shall be effective until three Business Days
     after the date on which the Administrative Agent receives a
     Borrowing Base Certificate required to be delivered pursuant
     to Section 5.03(p), and in the case of an increase to a
     higher level, a certificate of the principal financial
     officer of the Parent Guarantor stating that the Excess
     Availability has been maintained at same Level for each of
     the immediately preceding sixty days, and (B) the Applicable
     Percentage shall be at Level I for so long as the Parent
     Guarantor has not delivered to the Administrative Agent (i)
     a Borrowing Base Certificate as required under Section
     5.03(p), and (ii) the financial information required to be
     delivered pursuant to Section 5.03(b) or (c) as required
     thereunder, as the case may be, including such information
     for the Fiscal Year ending January 31, 2000 and Fiscal
     Quarter ending April 30, 2000.

          "Appropriate Lender" means, at any time, with respect
     to (a) the Term or Working Capital Facilities, a Lender that
     has a Commitment with respect to such Facility at such time,
     (b) the Letter of Credit Facility, (i) the Issuing Bank and
     (ii) if the other Working Capital Lenders have made Letter
     of Credit Advances pursuant to Section 2.03(c) that are
     outstanding at such time, each such other Working Capital
     Lender and (c) the Swing Line Facility, (i)  the Swing Line
     Bank and (ii) if the other Working Capital Lenders have made
     Swing Line Advances pursuant to Section 2.02(b) that are
     outstanding at such time, each such other Working Capital
     Lender.

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

          "Arranger and Book Manager" means Salomon Smith Barney
     Inc.

          "Assignment and Acceptance" means an assignment and
     acceptance entered into by a Lender Party and an Eligible
     Assignee, and accepted by the Administrative Agent, in
     accordance with Section 9.07 and in substantially the form
     of Exhibit C hereto.

          "Available Amount" of any Letter of Credit means, at
     any time, the maximum amount available to be drawn under
     such Letter of Credit at such time (assuming compliance at
     such time with all conditions to drawing).

          "Bankruptcy Code" has the meaning specified in the
Preliminary Statements.

          "Bankruptcy Court" has the meaning specified in the
Preliminary Statements.

          "Base Rate" means a fluctuating interest rate per annum
     in effect from time to time, which rate per annum shall at
     all times be equal to the higher of:

               (a)  the rate of interest announced publicly by
          Citibank in New York, New York, from time to time, as
          Citibank's base rate;

               (b)  the sum (adjusted to the nearest 1/16 of 1%
          or, if there is no nearest 1/16 of 1% to the next
          higher 1/16 of 1%) of (i) one half of 1% per annum, plus (ii)
          the rate obtained by dividing (A) the latest three-week
          moving average of secondary market morning offering
          rates in the United States for three-month certificates
          of deposit of major United States money market banks,
          such three-week moving average (adjusted to the basis
          of a year of 360 days) being determined weekly on each
          Monday (or, if such day is not a Business Day, on the
          next succeeding Business Day) for the three-week period
          ending on the previous Friday by Citibank on the basis
          of such rates reported by certificate of deposit
          dealers to and published by the Federal Reserve Bank of
          New York or, if such publication shall be suspended or
          terminated, on the basis of quotations for such rates
          received by Citibank from three New York certificate of
          deposit dealers of recognized standing selected by
          Citibank, by (B) a percentage equal to 100% minus the
          average of the daily percentages specified during such
          three-week period by the Board of Governors of the
          Federal Reserve System (or any successor) for
          determining the maximum reserve requirement (including,
          but not limited to, any emergency, supplemental or
          other marginal reserve requirement) for Citibank with
          respect to liabilities consisting of or including
          (among other liabilities) three-month U.S. dollar non-
          personal time deposits in the United States, plus (iii)
          the average during such three-week period of the annual
          assessment payable by Citibank for determining the then
          current annual assessment payable by Citibank to the
          Federal Deposit Insurance Corporation (or any
          successor) for insuring U.S. dollar deposits of
          Citibank in the United States; and

               (c)  one half of 1% per annum above the Federal Funds
          Rate.

          "Base Rate Advance" means an Advance that bears
     interest as provided in Section 2.07(a)(i).

          "Borrower" has the meaning specified in the recital of
     parties to this Agreement.

          "Borrower's Account" means the account of the Borrower
     maintained by the Borrower with Citibank at its office at
     399 Park Avenue, New York, New York 10043, with the account
     number so designated on Schedule II, or such other account
     as the Borrower shall specify in writing to the
     Administrative Agent.

          "Borrower's Professionals" means all Persons retained
     or engaged by any Loan Party as professional persons within
     the meaning of Section 327 of the Bankruptcy Code.

          "Borrowing" means a Term Borrowing, a Working Capital
     Borrowing or a Swing Line Borrowing.

          "Borrowing Base Certificate" means a certificate in
     substantially the form of Exhibit I hereto, duly certified
     by the principal financial officer of the Parent Guarantor.

          "Business Day" means a day of the year on which banks
     are not required or authorized by law to close in New York
     City and, if the applicable Business Day relates to any
     Eurodollar Rate Advances, on which dealings are carried on
     in the London interbank market.

          "Capital Expenditures" means, for any Person for any
     period, the sum of, without duplication, (a) all
     expenditures made, directly or indirectly, by such Person or
     any of its Subsidiaries during such period for equipment,
     fixed assets, real property or improvements, or for
     replacements or substitutions therefor or additions thereto,
     that have been or should be, in accordance with GAAP,
     reflected as additions to property, plant or equipment on a
     Consolidated balance sheet of such Person or have a useful
     life of more than one year plus (b) the aggregate principal
     amount of all Debt (including Obligations under Capitalized
     Leases) assumed or incurred in connection with any such
     expenditures.  For purposes of this definition, the purchase
     price of equipment that is purchased simultaneously with the
     trade-in of existing equipment or with insurance proceeds
     shall be included in Capital Expenditures only to the extent
     of the gross amount of such purchase price less the credit
     granted by the seller of such equipment for the equipment
     being traded in at such time or the amount of such proceeds,
     as the case may be.

          "Capitalized Leases" means all leases that have been or
     should be, in accordance with GAAP, recorded as capitalized
     leases.

          "Carryover Amount" has the meaning specified in Section
     5.02(p).

          "Carve-Out" means an amount not exceeding in the
     aggregate $3,000,000 which amount may be used by the
     Borrower after the occurrence and during the continuance of
     a Default or an Event of Default, notwithstanding the
     Collateral Agent's security interests for the benefit of the
     Secured Parties in the Collateral and the Agents' rights
     hereunder, to pay fees or expenses incurred by the Borrower
     constituting (i) allowances of compensation for services
     rendered or reimbursement or expenses awarded by the
     Bankruptcy Court under Sections 330 and 331 of the
     Bankruptcy Code or otherwise, to Borrower's Professionals,
     (ii) allowances of compensation for services rendered or
     reimbursement of expenses awarded by the Bankruptcy Court
     under Section 105(a), 330 or 331 of the Bankruptcy Code, to
     accountants, attorneys and other professionals retained in
     the Cases by any unsecured creditors' committee appointed in
     accordance with Section 1102 of the Bankruptcy Code or any
     examiner appointed in accordance with Section 1104 of the
     Bankruptcy Code other than an examiner of the type referred
     to in Section 6.01(t) hereof, (iii) fees required to be paid
     to the Office of the United States Trustee under Section
     1930(a), Title 28, United States Code, and (iv) the actual,
     necessary expenses, other than compensation, and
     reimbursement pursuant to Section 503(b)(4) of the
     Bankruptcy Code, incurred by a member of a committee
     appointed under Section 1102 of the Bankruptcy Code, if such
     expenses are incurred in the performance of the duties of
     such committee and are allowed by the Bankruptcy Court;
     provided, however, that such dollar limitation on fees and
     disbursements shall not apply to any retainer fees paid to
     the Borrower's Professionals prior to the Filing Date (the
     "Retainers") and shall not be reduced by the amount of any
     compensation and reimbursement of expenses allowed and paid
     prior to the occurrence of the Default or Event of Default
     in respect of which the Carve-Out is invoked or any fees,
     expenses, indemnities or other amounts paid to the Agents,
     the Lenders and their attorneys and agents under this
     Agreement or otherwise.

          "Cases" means the cases of the Parent Guarantor and the
     Borrower pursuant to Chapter 11 of the Bankruptcy Code
     pending in the Bankruptcy Court.

          "Cash Concentration Account" has the meaning specified
     in the Security Agreement.

          "Cash Equivalents" means any of the following, to the
     extent owned by the Parent Guarantor or any of its
     Subsidiaries free and clear of all Liens other than Liens
     created under the Collateral Documents and having a maturity
     of not greater than 90 days from the date of acquisition
     thereof:  (a) readily marketable direct obligations of the
     Government of the United States or any agency or
     instrumentality thereof or obligations unconditionally
     guaranteed by the full faith and credit of the Government of
     the United States, (b) insured certificates of deposit of or
     time deposits with any commercial bank that is a Lender
     Party or a member of the Federal Reserve System that, issues
     (or the parent of which issues) commercial paper rated as
     described in clause (c) below, is organized under the laws
     of the United States or any State thereof and has combined
     capital and surplus of at least $1 billion, (c) commercial
     paper in an aggregate amount of no more than $5,000,000 per
     issuer outstanding at any time, issued by any corporation
     organized under the laws of any State of the United States
     and rated at least "Prime-1" (or the then equivalent grade)
     by Moody's Investors Service, Inc. or "A-1" (or the then
     equivalent grade) by Standard & Poor's, a division of The
     McGraw-Hill Companies, Inc. or (d) Investments, classified
     in accordance with GAAP as Current Assets of the Parent
     Guarantor or any of its Subsidiaries, in money market
     investment programs registered under the Investment Company
     Act of 1940, as amended, which are administered by financial
     institutions that have the highest rating obtainable from
     either Moody's or S&P, and the portfolios of which are
     limited solely to Investments of the character, quality and
     maturity described in clauses (a), (b) and (c) of this
     definition.

          "CERCLA" means the Comprehensive Environmental
     Response, Compensation and Liability Act of 1980, as amended
     from time to time.

          "CERCLIS" means the Comprehensive Environmental
     Response, Compensation and Liability Information System
     maintained by the U.S. Environmental Protection Agency.

          "Certificate Purchase Agreements" means the (i) Class A-
     1 Certificate Purchase Agreement dated as of November 9,
     1999 among SRI Receivables Purchase Co., Inc., the Borrower,
     Credit Suisse First Boston and the Class A-1 Purchasers
     named therein, (ii) Class A-2 Certificate Purchase Agreement
     dated as of November 9, 1999 among SRI Receivables Purchase
     Co., Inc., the Borrower, Credit Suisse First Boston and the
     Class A-2 Purchasers named therein, (iii) Class B
     Certificate Purchase Agreement dated as of November 9, 1999
     among SRI Receivables Purchase Co., Inc., the Borrower,
     Credit Suisse First Boston and the Class B Purchasers named
     therein, and (iv) Class C and Class D Certificate Purchase
     Agreement dated as of November 9, 1999 among SRI Receivables
     Purchase Co., Inc., the Borrower and Credit Suisse First
     Boston.

          "Change of Control" means the occurrence of any of the
     following:  (a) any Person or two or more Persons acting in
     concert shall have acquired beneficial ownership (within the
     meaning of Rule 13d-3 of the Securities and Exchange
     Commission under the Securities Exchange Act of 1934),
     directly or indirectly, of Voting Interests of the Parent
     Guarantor (or other securities convertible into such Voting
     Interests) representing 35% or more of the combined voting
     power of all Voting Interests of the Parent Guarantor; or
     (b) during any period of up to 24 consecutive months,
     commencing after the date of this Agreement, Continuing
     Directors shall cease to constitute a majority of the board
     of directors of the Parent Guarantor or (c) any Person or
     two or more Persons acting in concert other shall have
     acquired by contract or otherwise, or shall have entered
     into a contract or arrangement that, upon consummation, will
     result in its or their acquisition of the power to exercise,
     directly or indirectly, a controlling influence over the
     management or policies of the Parent Guarantor; or (d) the
     Parent shall cease to own 100% of the Equity Interests in
     the Borrower.

          "Citibank" means Citibank, N.A.

          "Collateral" means all "Collateral" referred to in the
     Collateral Documents and all other property that is or is
     intended to be subject to any Lien in favor of the
     Collateral Agent for the benefit of the Secured Parties.

          "Collateral Account" has the meaning specified in the
     Security Agreement.

          "Collateral Agent" has the meaning specified in the
     recital of parties to this Agreement.

          "Collateral Documents" means the Security Agreement,
     the Intellectual Property Security Agreement, the Mortgages,
     each of the collateral documents, instruments, and
     agreements delivered pursuant to Section 5.01(j), and each
     other agreement that creates or purports to create a Lien in
     favor of the Collateral Agent for the benefit of the Secured
     Parties.

          "Commitment" means a Term Commitment, a Working Capital
     Commitment or a Letter of Credit Commitment.

          "Consolidated" refers to the consolidation of accounts
     in accordance with GAAP.

          "Contingent Obligation" means, with respect to any
     Person, any Obligation or arrangement of such Person to
     guarantee or intended to guarantee any Debt, leases,
     dividends or other payment Obligations ("primary
     obligations") of any other Person (the "primary obligor") in
     any manner, whether directly or indirectly, including,
     without limitation, (a) the direct or indirect guarantee,
     endorsement (other than for collection or deposit in the
     ordinary course of business), co-making, discounting with
     recourse or sale with recourse by such Person of the
     Obligation of a primary obligor, (b) the Obligation to make
     take-or-pay or similar payments, if required, regardless of
     nonperformance by any other party or parties to an agreement
     or (c) any Obligation of such Person, whether or not
     contingent, (i) to purchase any such primary obligation or
     any property constituting direct or indirect security
     therefor, (ii) to advance or supply funds (A) for the
     purchase or payment of any such primary obligation or (B) to
     maintain working capital or equity capital of the primary
     obligor or otherwise to maintain the net worth or solvency
     of the primary obligor, (iii) to purchase property, assets,
     securities or services primarily for the purpose of assuring
     the owner of any such primary obligation of the ability of
     the primary obligor to make payment of such primary
     obligation or (iv) otherwise to assure or hold harmless the
     holder of such primary obligation against loss in respect
     thereof.  The amount of any Contingent Obligation shall be
     deemed to be an amount equal to the stated or determinable
     amount of the primary obligation in respect of which such
     Contingent Obligation is made (or, if less, the maximum
     amount of such primary obligation for which such Person may
     be liable pursuant to the terms of the instrument evidencing
     such Contingent Obligation) or, if not stated or
     determinable, the maximum reasonably anticipated liability
     in respect thereof (assuming such Person is required to
     perform thereunder), as determined by such Person in good
     faith.

          "Continuing Directors" means at any date a member of
     the Parent Guarantor's board of directors who was either a
     member of such board on the Effective Date or was nominated
     to such board by at least two-thirds of the Continuing
     Directors then in office.

          "Conversion", "Convert" and "Converted" each refer to a
     conversion of Advances of one Type into Advances of the
     other Type pursuant to Section  2.09 or 2.10.

          "Credit Card Issuer" means (i) Granite National Bank,
     N.A. and (ii) any bank or other Person which issues credit
     cards and extends credit to cardholders in connection with
     the Credit Card Program.

          "Credit Card Program" means a private credit card
     program or other credit card program created and operated or
     maintained by the Credit Card Subsidiaries pursuant to (a)
     the Receivables Transfer Agreement, or (b) any other similar
     agreement or arrangement with terms and conditions
     reasonably satisfactory to the Administrative Agent.

          "Credit Card Subsidiaries" means (a) Granite National
     Bank, N.A. and (b) any direct or indirect Subsidiary of the
     Parent Guarantor, and any wholly-owned Subsidiaries of such
     Subsidiary, existing from time to time that are created in
     connection with a Credit Card Program, as long as (i) such
     Subsidiaries engage in no business or transactions other
     than (x) the issuance (or providing for the issuance) of
     credit cards, extension of credit to cardholders pursuant
     thereto, and other transactions arising from or related
     thereto (including the sale or transfer of Accounts or
     credit card receivables pursuant to the Receivables Purchase
     Program) and (y) the entering into and performance of
     agreements with a Credit Card Issuer that facilitate the
     Credit Card Issuer's doing business in connection with the
     Credit Card Program and (ii) the liabilities of the Credit
     Card Subsidiaries are without recourse to the Borrower
     (other than Credit Card Subsidiaries); provided that the
     Parent Guarantor may enter into customary commitment and
     underwriting agreements on behalf of the Credit Card
     Subsidiaries for the purpose of customary securities law or
     regulatory indemnifications.

          "Current Assets" of any Person means all assets of such
     Person that would, in accordance with GAAP, be classified as
     current assets of a company conducting a business the same
     as or similar to that of such Person, after deducting
     adequate reserves in each case in which a reserve is proper
     in accordance with GAAP.

          "Debt" of any Person means, without duplication for
     purposes of calculating financial ratios, (a) all
     indebtedness of such Person for borrowed money, (b) all
     Obligations of such Person for the deferred purchase price
     of property or services (other than trade payables on terms
     of 90 days or less incurred in the ordinary course of such
     Person's business), (c) all Obligations of such Person
     evidenced by notes, bonds, debentures or other similar
     instruments, (d) all Obligations of such Person created or
     arising under any conditional sale or other title retention
     agreement with respect to property acquired by such Person
     (even though the rights and remedies of the seller or lender
     under such agreement in the event of default are limited to
     repossession or sale of such property), (e) all Obligations
     of such Person as lessee under Capitalized Leases, (f) all
     Obligations of such Person under acceptance, letter of
     credit or similar facilities, (g) all Obligations of such
     Person to purchase, redeem, retire, defease or otherwise
     make any payment in respect of any capital stock of or other
     ownership or profit interest in such Person or any other
     Person or purchase, redeem, retire, defease or otherwise
     make any payment in respect any warrants, rights or options
     to acquire such capital stock, valued, in the case of
     Redeemable Preferred Stock, at the greater of its voluntary
     or involuntary liquidation preference plus accrued and
     unpaid dividends, (h) all Contingent Obligations and Off-
     Balance Sheet Obligations of such Person and (j) all
     indebtedness and other payment Obligations referred to in
     clauses (a) through (h) above of another Person secured by
     (or for which the holder of such Debt has an existing right,
     contingent or otherwise, to be secured by) any Lien on
     property (including, without limitation, accounts and
     contract rights) owned by such Person, even though such
     Person has not assumed or become liable for the payment of
     such indebtedness or other payment Obligations.

          "Default" means any Event of Default or any event that
     would constitute an Event of Default but for the requirement
     that notice be given or time elapse or both.

          "Defaulted Advance" means, with respect to any Lender
     Party at any time, the portion of any Advance required to be
     made by such Lender Party to the Borrower pursuant to
     Section 2.01 or 2.02 at or prior to such time that has not
     been made by such Lender Party or by the Administrative
     Agent for the account of such Lender Party pursuant to
     Section 2.02(e) as of such time.  In the event that a
     portion of a Defaulted Advance shall be deemed made pursuant
     to Section 2.15(a), the remaining portion of such Defaulted
     Advance shall be considered a Defaulted Advance originally
     required to be made pursuant to Section 2.01 on the same
     date as the Defaulted Advance so deemed made in part.

          "Defaulted Amount" means, with respect to any Lender
     Party at any time, any amount required to be paid by such
     Lender Party to any Agent or any other Lender Party
     hereunder or under any other Loan Document at or prior to
     such time that has not been so paid as of such time,
     including, without limitation, any amount required to be
     paid by such Lender Party to (a) the Swing Line Bank
     pursuant to Section 2.02(b) to purchase a portion of a Swing
     Line Advance made by the Swing Line Bank, (b) the Issuing
     Bank pursuant to Section 2.03(c) to purchase a portion of a
     Letter of Credit Advance made by the Issuing Bank, (c) the
     Administrative Agent pursuant to Section 2.02(e) to
     reimburse the Administrative Agent for the amount of any
     Advance made by the Administrative Agent for the account of
     such Lender Party, (d) any other Lender Party pursuant to
     Section 2.13 to purchase any participation in Advances owing
     to such other Lender Party and (e) any Agent or the Issuing
     Bank pursuant to Section 8.05 to reimburse such Agent or the
     Issuing Bank for such Lender Party's ratable share of any
     amount required to be paid by the Lender Parties to such
     Agent or the Issuing Bank as provided therein.  In the event
     that a portion of a Defaulted Amount shall be deemed paid
     pursuant to Section 2.15(b), the remaining portion of such
     Defaulted Amount shall be considered a Defaulted Amount
     originally required to be paid hereunder or under any other
     Loan Document on the same date as the Defaulted Amount so
     deemed paid in part.

          "Defaulting Lender" means, at any time, any Lender
     Party that, at such time, (a) owes a Defaulted Advance or a
     Defaulted Amount or (b) shall take any action or be the
     subject of any action or proceeding of a type described in
     Section 6.01(i).

          "Disclosed Litigation" has the meaning specified in
     Section 3.01(g).

          "Domestic Lending Office" means, with respect to any
     Lender Party, the office of such Lender Party specified as
     its "Domestic Lending Office" opposite its name on
     Schedule I hereto or in the Assignment and Acceptance
     pursuant to which it became a Lender Party, as the case may
     be, or such other office of such Lender Party as such Lender
     Party may from time to time specify to the Borrower and the
     Administrative Agent.

          "EBITDA" means, for any period, the sum, determined on
     a Consolidated basis, of (a) net income (or net loss),
     (b) interest expense, (c) income tax expense,
     (d) depreciation expense, (e) amortization expense, (f)
     non-recurring, transactional or unusual losses deducted in
     calculating net income less non-recurring, transactional or
     unusual gains added in calculating net income, (g) any
     non-cash expenses, non-cash losses or other non-cash charges
     resulting from the writedown in the valuation of any assets
     in each case of the Parent Guarantor and its Subsidiaries,
     determined in accordance with GAAP for such period, (h)
     professional fees incurred in connection with the Cases.

          "Effective Date" means the first date on which the
     conditions set forth in Article III shall have been
     satisfied.

          "Eligible Assignee" means (a) with respect to any
     Facility (other than the Letter of Credit Facility), (i) a
     Lender; (ii) an Affiliate or an Approved Fund of a Lender;
     (iii) a commercial bank organized under the laws of the
     United States, or any State thereof, and having total assets
     in excess of $2,000,000,000; (iv) a savings and loan
     association or savings bank organized under the laws of the
     United States, or any State thereof, and having total assets
     in excess of $2,000,000,000; (v) a commercial bank organized
     under the laws of any other country that is a member of the
     OECD or has concluded special lending arrangements with the
     International Monetary Fund associated with its General
     Arrangements to Borrow or of the Cayman Islands, or a
     political subdivision of any such country, and having total
     assets in excess of $2,000,000,000, so long as such bank is
     acting through a branch or agency located in the country in
     which it is organized or another country that is described
     in this clause (v); (vi) the central bank of any country
     that is a member of the OECD; (vii) a finance company or
     other financial institution or fund (whether a corporation,
     partnership, trust or other entity) that is engaged in
     making, purchasing or otherwise investing in commercial
     loans in the ordinary course of business and having a
     combined capital and surplus of at least $250,000,000 and
     (viii) any other Person approved by the Administrative Agent
     and, unless a Default has occurred and is continuing at the
     time any assignment is effected pursuant to Section 9.07,
     the Parent Guarantor, such approval not to be unreasonably
     withheld or delayed, and (b) with respect to the Letter of
     Credit Facility, a Person that is an Eligible Assignee under
     subclause (iii) or (v) of clause (a) of this definition and
     is approved by the Administrative Agent and, unless a
     Default has occurred and is continuing at the time any
     assignment is effected pursuant to Section 9.07, the Parent
     Guarantor, such approval not to be unreasonably withheld or
     delayed; provided, however, that neither any Loan Party nor
     any Affiliate of a Loan Party shall qualify as an Eligible
     Assignee under this definition.

          "Eligible Cash" means only such cash or Cash
     Equivalents of the Borrower as is on deposit in the Cash
     Concentration Account

          "Eligible Collateral" means, collectively, Eligible
     Inventory, Eligible Receivables,  Eligible Real Property and
     Eligible Cash.

          "Eligible Inventory" means only such Inventory of the
     Loan Parties as the Administrative Agent, in its sole
     discretion exercised in a commercially reasonable manner in
     accordance with customary business practices, shall from
     time to time elect to consider Eligible Inventory for
     purposes of this Agreement.  The value of such Inventory
     shall be determined by the Administrative Agent in its sole
     discretion exercised in a commercially reasonable manner in
     accordance with customary business practices and taking into
     consideration, among other factors, the lowest of its cost,
     its book value determined in accordance with GAAP determined
     using first-in first-out (FIFO method) and its liquidation
     value.  The following classes of Inventory shall not be
     Eligible Inventory:

               (a)  Inventory that is obsolete, unusable or
          otherwise unavailable for sale;

               (b)  Inventory with respect to which the
          representations and warranties set forth in the
          Collateral Documents applicable to Inventory are not
          true and correct;

               (c)  Inventory consisting of promotional,
          marketing, packaging or shipping materials and
          supplies;

               (d)  Inventory that fails to meet all standards
          imposed by any governmental agency, or department or
          division thereof, having regulatory authority over such
          Inventory or its use or sale;

               (e)  Inventory that is subject to any licensing,
          patent, royalty, trademark, trade name or copyright
          agreement with any third party from whom any Loan Party
          has received notice of a dispute in respect of any such
          agreement except to the extent such dispute is being
          contested in good faith and by proper proceedings;

               (f)  Inventory located outside the United States
          and Canada other than In Transit Inventory;

               (g)  Inventory that is not in the possession of or
          under the sole control of the Loan Parties other than
          In Transit Inventory; and

               (h)  Inventory in respect of which the Security
          Agreement, after giving effect to the related filings
          of financing statements that have then been made, if
          any, does not or has ceased to create a valid and
          perfected first priority lien or security interest in
          favor of the Collateral Agent for the benefit of the
          Secured Parties securing the Secured Obligations and as
          to which no other Liens exist, other than Permitted
          Liens.

          "Eligible Real Property" means certain real property
     identified on Schedule III hereto.

          "Eligible Receivables" means only such Receivables of
     the Loan Parties (other than the Non-Filing Subsidiaries) as
     the Administrative Agent, in its sole discretion exercised
     in a commercially reasonable manner in accordance with
     customary business practices, shall from time to time elect
     to consider Eligible Receivables for purposes of this
     Agreement.  The value of such Receivables shall be
     determined by the Administrative Agent in its sole
     discretion exercised in a commercially reasonable manner in
     accordance with customary business practices and taking into
     consideration, among other factors, their book value
     determined in accordance with GAAP.  Not withstanding the
     foregoing, none of the following classes of Receivables
     shall be Eligible Receivables:

               (a)  Receivables that do not arise out of sales of
          goods or rendering of services in the ordinary course
          of the business of the Loan Parties;

               (b)  Receivables on terms other than those normal
          or customary in the business of the Loan Parties;

               (c)  Receivables owing from any Person that is an
          Affiliate of any Loan Party or any of its Subsidiaries;

               (d)  Receivables for which a payment has not been
          made for three consecutive 30-day billing cycles;

               (e)  Receivables owing from any Person that
          (i) has disputed liability for such Receivable owing
          from such Person or (ii) has otherwise asserted any
          claim, demand or liability against any Loan Party or
          any of its Subsidiaries, whether by action, suit,
          counterclaim or otherwise;

               (f)  Receivables owing from any Person that shall
          take or be the subject of any action or proceeding of a
          type described in Section 6.01(i);

               (g)  Receivables (i) owing from any Person that is
          also a supplier to or creditor of any Loan Party or
          (ii) representing any manufacturer's or supplier's
          credits, discounts, incentive plans or similar
          arrangements entitling any Loan Party to discounts on
          future purchase therefrom;

               (h)  Receivables arising out of sales to account
          debtors outside the United States or Canada unless such
          Receivables are fully backed by an irrevocable letter
          of credit on terms, and issued by a financial
          institution, acceptable to the Administrative Agent and
          such irrevocable letter of credit is in the possession
          of the Collateral Agent or the Administrative Agent;

               (i)  Receivables arising out of sales on a
          bill-and-hold, guaranteed sale, sale-or-return, sale on
          approval or consignment basis or, set-off or
          charge-back;

               (j)  Receivables owing from an account debtor that
          is an agency, department or instrumentality of the
          United States or any State thereof unless the
          applicable Loan Party shall have satisfied the
          requirements of the Assignment of Claims Act of 1940,
          as amended, and any similar State legislation and the
          Administrative Agent is satisfied as to the absence of
          set-offs, counterclaims and other defenses on the part
          of such account debtor;

               (k)  Receivables the full and timely payment of
          which the Administrative Agent in its sole discretion,
          exercised in a commercially reasonable manner in
          accordance with customary business practices, believes
          to be doubtful; and

               (l)  Receivables in respect of which the Security
          Agreement, after giving effect to the related filings
          of financing statements that have then been made, if
          any, does not or has ceased to create a valid and
          perfected first priority lien or security interest in
          favor of the Collateral Agent for the benefit of the
          Secured Parties securing the Secured Obligations and as
          to which no other Liens exists, other than Permitted
          Liens.

          "Environmental Action" means any action, suit, demand,
     demand letter, claim, notice of non-compliance or violation,
     notice of liability or potential liability, investigation,
     proceeding, consent order or consent agreement relating in
     any way to any Environmental Law, any Environmental Permit
     or Hazardous Material or arising from alleged injury or
     threat to health, safety or the environment, including,
     without limitation, (a) by any governmental or regulatory
     authority for enforcement, cleanup, removal, response,
     remedial or other actions or damages and (b) by any
     governmental or regulatory authority or third party for
     damages, contribution, indemnification, cost recovery,
     compensation or injunctive relief.

          "Environmental Law" means any Federal, state, local or
     foreign statute, law, ordinance, rule, regulation, code,
     order, writ, judgment, injunction, decree or judicial or
     agency interpretation, policy or guidance relating to
     pollution or protection of the environment, health, safety
     or natural resources, including, without limitation, those
     relating to the use, handling, transportation, treatment,
     storage, disposal, release or discharge of Hazardous
     Materials.

          "Environmental Permit" means any permit, approval,
     identification number, license or other authorization
     required under any Environmental Law.

          "Equity Interests" means, with respect to any Person,
     shares of capital stock of (or other ownership or profit
     interests in) such Person, warrants, options or other rights
     for the purchase or other acquisition from such Person of
     shares of capital stock of (or other ownership or profit
     interests in) such Person, securities convertible into or
     exchangeable for shares of capital stock of (or other
     ownership or profit interests in) such Person or warrants,
     rights or options for the purchase or other acquisition from
     such Person of such shares (or such other interests), and
     other ownership or profit interests in such Person
     (including, without limitation, partnership, member or trust
     interests therein), whether voting or nonvoting, and whether
     or not such shares, warrants, options, rights or other
     interests are authorized or otherwise existing on any date
     of determination.

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

          "ERISA Affiliate" means any Person that for purposes of
     Title IV of ERISA is a member of the controlled group of any
     Loan Party, or under common control with any Loan Party,
     within the meaning of Section 414 of the Internal Revenue
     Code.

          "ERISA Event" means (a)(i) the occurrence of a
     reportable event, within the meaning of Section 4043 of
     ERISA, with respect to any Plan unless the 30-day notice
     requirement with respect to such event has been waived by
     the PBGC or (ii) the requirements of Section 4043(b) of
     ERISA apply with respect to a contributing sponsor, as
     defined in Section 4001(a)(13) of ERISA, of a Plan, and an
     event described in paragraph (9), (10), (11), (12) or (13)
     of Section 4043(c) of ERISA is reasonably expected to occur
     with respect to such Plan within the following 30 days; (b)
     the application for a minimum funding waiver with respect to
     a Plan; (c) the provision by the administrator of any Plan
     of a notice of intent to terminate such Plan, pursuant to
     Section 4041(a)(2) of ERISA (including any such notice with
     respect to a plan amendment referred to in Section 4041(e)
     of ERISA); (d) the cessation of operations at a facility of
     any Loan Party or any ERISA Affiliate in the circumstances
     described in Section 4062(e) of ERISA; (e) the withdrawal by
     any Loan Party or any ERISA Affiliate from a Multiple
     Employer Plan during a plan year for which it was a
     substantial employer, as defined in Section 4001(a)(2) of
     ERISA; (f) the conditions for imposition of a lien under
     Section 302(f) of ERISA shall have been met with respect to
     any Plan; (g) the adoption of an amendment to a Plan
     requiring the provision of security to such Plan pursuant to
     Section 307 of ERISA; or (h) the institution by the PBGC of
     proceedings to terminate a Plan pursuant to Section 4042 of
     ERISA, or the occurrence of any event or condition described
     in Section 4042 of ERISA that constitutes grounds for the
     termination of, or the appointment of a trustee to
     administer, such Plan.

          "Eurocurrency Liabilities" has the meaning specified in
     Regulation D of the Board of Governors of the Federal
     Reserve System, as in effect from time to time.

          "Eurodollar Lending Office" means, with respect to any
     Lender Party, the office of such Lender Party specified as
     its "Eurodollar Lending Office" opposite its name on
     Schedule I hereto or in the Assignment and Acceptance
     pursuant to which it became a Lender Party (or, if no such
     office is specified, its Domestic Lending Office), or such
     other office of such Lender Party as such Lender Party may
     from time to time specify to the Borrower and the
     Administrative Agent.

          "Eurodollar Rate" means, for any Interest Period for
     all Eurodollar Rate Advances comprising part of the same
     Borrowing, an interest rate per annum equal to the rate per
     annum obtained by dividing (a) the rate per annum at which
     deposits in U.S. dollars are offered by the principal office
     of Citibank in London, England to prime banks in the London
     interbank market at 11:00 A.M. (London time) two Business
     Days before the first day of such Interest Period in an
     amount substantially equal to Citibank's Eurodollar Rate
     Advance comprising part of such Borrowing to be outstanding
     during such Interest Period and for a period equal to such
     Interest Period by (b) a percentage equal to 100% minus the
     Eurodollar Rate Reserve Percentage for such Interest Period.

          "Eurodollar Rate Advance" means an Advance that bears
     interest as provided in Section 2.07(a)(ii).

          "Eurodollar Rate Reserve Percentage" for any Interest
     Period for all Eurodollar Rate Advances comprising part of
     the same Borrowing means the reserve percentage applicable
     two Business Days before the first day of such Interest
     Period under regulations issued from time to time by the
     Board of Governors of the Federal Reserve System (or any
     successor) for determining the maximum reserve requirement
     (including, without limitation, any emergency, supplemental
     or other marginal reserve requirement) for a member bank of
     the Federal Reserve System in New York City with respect to
     liabilities or assets consisting of or including
     Eurocurrency Liabilities (or with respect to any other
     category of liabilities that includes deposits by reference
     to which the interest rate on Eurodollar Rate Advances is
     determined) having a term equal to such Interest Period.

          "Events of Default" has the meaning specified in
     Section 6.01.

          "Excess Availability" means the difference between (A)
     the sum of the Loan Values of the Eligible Collateral minus
     the Reserve Amount and (B) the aggregate principal amount of
     the Term Advances plus the Working Capital Advances plus
     Swing Line Advances plus Letter of Credit Advances
     outstanding plus the aggregate Available Amount of all
     Letters of Credit outstanding.

          "Existing Debt" has the meaning specified in
     Section 4.01(s) hereof.

          "Extraordinary Receipt" means any cash received by or
     paid to or for the account of any Person not in the ordinary
     course of business, including, without limitation, tax
     refunds, pension plan reversions, proceeds of insurance
     (including, without limitation, any key man life insurance
     but excluding proceeds of business interruption insurance to
     the extent such proceeds constitute compensation for lost
     earnings), condemnation awards (and payments in lieu
     thereof), indemnity payments and any purchase price
     adjustment received in connection with any purchase
     agreement.

          "Facility" means the Term Facility, a Working Capital
     Facility, the Swing Line Facility or the Letter of Credit
     Facility.

          "Federal Funds Rate" means, for any period, a
     fluctuating interest rate per annum equal for each day
     during such period to the weighted average of the rates on
     overnight Federal funds transactions with members of the
     Federal Reserve System arranged by Federal funds brokers, as
     published for such day (or, if such day is not a Business
     Day, for the next preceding Business Day) by the Federal
     Reserve Bank of New York, or, if such rate is not so
     published for any day that is a Business Day, the average of
     the quotations for such day for such transactions received
     by the Administrative Agent from three Federal funds brokers
     of recognized standing selected by it.

          "Fee Letter" means the fee letter dated as of June 2,
     2000 between the Parent Guarantor and the Administrative
     Agent, as amended.

          "Fiscal Year" means a fiscal year of the Borrower and
     its Consolidated Subsidiaries ending on January 31 in any
     calendar year.

          "Filing Date" has the meaning specified in the
Preliminary Statements.

          "Final Order" has the meaning specified in Section
3.02(b).

          "First Day Orders" means those orders presented to the
     Bankruptcy Court in the Cases for consideration on the first
     day of the Cases, regardless of whether such orders are
     entered on the first day of the Cases or shortly thereafter.

          "GAAP" has the meaning specified in Section 1.03.

          "GOB Stores" means the Borrower's stores which are in
     the process of being liquidated and closed and set forth on
     Schedule IV.

          "Governmental Authority" means any nation or
     government, any state, province, city, municipal entity or
     other political subdivision thereof, and any governmental,
     executive, legislative, judicial, administrative or
     regulatory agency, department, authority, instrumentality,
     commission, board, bureau or similar body, whether federal,
     state, provincial, territorial, local or foreign.

          "Governmental Authorization" means any authorization,
     approval, consent, franchise, license, covenant, order,
     ruling, permit, certification, exemption, notice,
     declaration or similar right, undertaking or other action
     of, to or by, or any filing, qualification or registration
     with, any Governmental Authority.

          "Guaranties" means the Parent Guaranty and the
     Subsidiary Guaranty.

          "Guarantors" means the Parent Guarantor and the
     Subsidiary Guarantors.

          "Hazardous Materials" means (a) petroleum or petroleum
     products, by-products or breakdown products, radioactive
     materials, asbestos-containing materials, polychlorinated
     biphenyls and radon gas and (b) any other chemicals,
     materials or substances designated, classified or regulated
     as hazardous or toxic or as a pollutant or contaminant under
     any Environmental Law.

          "In Transit Inventory" means inventory that is (i)
     fully paid and subject only to a Lien in favor of the
     Collateral Agent (other than Permitted Liens), (ii) in
     transit to properties owned or leased by the Borrower in the
     United States, and (iii) the Collateral Agent or its agent
     or bailee shall be named as consignee of the applicable bill
     of lading or other document of title.

          "Indemnified Party" has the meaning specified in
     Section 9.04(b).

          "Information Memorandum" means the information
     memorandum used by the Arranger and Book Manager in
     connection with the syndication of the Commitments.

          "Initial Extension of Credit" means the earlier to
     occur of the initial Borrowing and the initial issuance of a
     Letter of Credit hereunder.

          "Initial Issuing Bank", "Initial Lender Parties" and
     "Initial Lenders" each has the meaning specified in the
     recital of parties to this Agreement.

          "Insufficiency" means, with respect to any Plan, the
     amount, if any, of its unfunded benefit liabilities, as
     defined in Section 4001(a)(18) of ERISA.

          "Insurance and Indemnity Agreement" means the Insurance
     and Indemnity Agreement dated as of December 9, 1999 among
     SRI Receivables Purchase Co., Inc., the Borrower, Bankers
     Trust (Delaware), as trustee, and R.V.I. Guaranty Co., Ltd.,
     as insurer.

          "Intellectual Property Security Agreement" has the
     meaning specified in the Security Agreement.

          "Interest Period" means, for each Eurodollar Rate
     Advance comprising part of the same Borrowing, the period
     commencing on the date of such Eurodollar Rate Advance or
     the date of the Conversion of any Base Rate Advance into
     such Eurodollar Rate Advance, and ending on the last day of
     the period selected by the Borrower pursuant to the
     provisions below and, thereafter, each subsequent period
     commencing on the last day of the immediately preceding
     Interest Period and ending on the last day of the period
     selected by the Borrower pursuant to the provisions below.
     The duration of each such Interest Period shall be one or
     two weeks (as permitted pursuant to the proviso in Section
     2.02(c)), one, two, three or six months, as the Borrower
     may, upon notice received by the Administrative Agent not
     later than 11:00 A.M. (New York City time) on the third
     Business Day prior to the first day of such Interest Period,
     select; provided, however, that:

               (a)  the Borrower may not select any Interest
          Period with respect to any Eurodollar Rate Advance
          under a Facility that ends after any principal
          repayment installment date for such Facility unless,
          after giving effect to such selection, the aggregate
          principal amount of Base Rate Advances and of
          Eurodollar Rate Advances having Interest Periods that
          end on or prior to such principal repayment installment
          date for such Facility shall be at least equal to the
          aggregate principal amount of Advances under such
          Facility due and payable on or prior to such date;

               (b)  Interest Periods commencing on the same date
          for Eurodollar Rate Advances comprising part of the
          same Borrowing shall be of the same duration;

               (c)  whenever the last day of any Interest Period
          would otherwise occur on a day other than a Business
          Day, the last day of such Interest Period shall be
          extended to occur on the next succeeding Business Day,
          provided, however, that, if such extension would cause
          the last day of such Interest Period to occur in the
          next following calendar month, the last day of such
          Interest Period shall occur on the next preceding
          Business Day; and

               (d)  whenever the first day of any Interest Period
          occurs on a day of an initial calendar month for which
          there is no numerically corresponding day in the
          calendar month that succeeds such initial calendar
          month by the number of months equal to the number of
          months in such Interest Period, such Interest Period
          shall end on the last Business Day of such succeeding
          calendar month.

          "Internal Revenue Code" means the Internal Revenue Code
     of 1986, as amended from time to time, and the regulations
     promulgated and rulings issued thereunder.

          "Interim Order" has the meaning specified in Section
3.01(a)(i).

          "Inventory" means all Inventory referred to in
     Section 1(b) of the Security Agreement.

          "Investment" in any Person means any loan or advance to
     such Person, any purchase or other acquisition of any Equity
     Interests or Debt or the assets comprising a division or
     business unit or a substantial part or all of the business
     of such Person, any capital contribution to such Person or
     any other direct or indirect investment in such Person,
     including, without limitation, any acquisition by way of a
     merger or consolidation (or similar transaction) and any
     arrangement pursuant to which the investor incurs Debt of
     the types referred to in clause (i) or (j) of the definition
     of "Debt" in respect of such Person.

          "Issuing Bank" means the Initial Issuing Bank and any
     Eligible Assignee to which a Letter of Credit Commitment
     hereunder has been assigned pursuant to Section 9.07 so long
     as such Eligible Assignee expressly agrees to perform in
     accordance with their terms all of the obligations that by
     the terms of this Agreement are required to be performed by
     it as an Issuing Bank and notifies the Administrative Agent
     of its Applicable Lending Office and the amount of its
     Letter of Credit Commitment (which information shall be
     recorded by the Administrative Agent in the Register), for
     so long as such Initial Issuing Bank or Eligible Assignee,
     as the case may be, shall have a Letter of Credit
     Commitment.

          "L/C Collateral Account" has the meaning specified in
     the Security Agreement.

          "L/C Related Documents" has the meaning specified in
     Section 2.04(e)(ii).

          "Lender Party" means any Lender, the Issuing Bank or
     the Swing Line Bank.

          "Lenders" means the Initial Lenders and each Person
     that shall become a Lender hereunder pursuant to
     Section 9.07 for so long as such Initial Lender or Person,
     as the case may be, shall be a party to this Agreement.

          "Letter of Credit Advance" means an advance made by the
     Issuing Bank or any Working Capital Lender pursuant to
     Section 2.03(c).

          "Letter of Credit Agreement" has the meaning specified
     in Section 2.03(a).

          "Letter of Credit Commitment" means, with respect to
     the Issuing Bank at any time, the amount set forth opposite
     the Issuing Bank's name on Schedule I hereto under the
     caption "Letter of Credit Commitment" or, if the Issuing
     Bank has entered into one or more Assignment and
     Acceptances, set forth for the Issuing Bank in the Register
     maintained by the Administrative Agent pursuant to
     Section 9.07(d) as the Issuing Bank's "Letter of Credit
     Commitment", as such amount may be reduced at or prior to
     such time pursuant to Section 2.05.

          "Letter of Credit Facility" means, at any time, an
     amount equal to the amount of the Issuing Bank's Letter of
     Credit Commitment at such time, as such amount may be
     reduced at or prior to such time pursuant to Section 2.05.

          "Letters of Credit" has the meaning specified in
     Section 2.01(e).

          "Lien" means any lien, security interest or other
     charge or encumbrance of any kind, or any other type of
     preferential arrangement, including, without limitation, the
     lien or retained security title of a conditional vendor and
     any easement, right of way or other encumbrance on title to
     real property.

          "Loan Documents" means (i) this Agreement, (ii) the
     Notes, (iii) the Guaranties, (iv) the Collateral Documents,
     (v) the Fee Letter, and (vi) each Letter of Credit
     Agreement, in each case as amended.

          "Loan Parties" means the Borrower and the Guarantors.

          "Loan Value" means, with respect to any Eligible
     Collateral, an amount equal to (a) with respect to Eligible
     Receivables, up to 80% of the value of Eligible Receivables;
     (b) with respect to Eligible Inventory, up to 70% of the
     value of Eligible Inventory, (c) with respect to Eligible
     Real Property, the lesser of up to 25% of the Orderly
     Liquidation Value of Eligible Real Property and $45,000,000,
     and (d) with respect to Eligible Cash, up to 97% of the
     value of Eligible Cash, or, in each case, such lower
     percentage of the value of any item of Eligible Collateral
     determined by the Administrative Agent in its sole
     discretion exercised in a commercially reasonable manner in
     accordance with customary business practice.

          "Margin Stock" has the meaning specified in
     Regulation U.

          "Material Adverse Change" means any material adverse
     change in the business, condition (financial or otherwise),
     operations, performance, properties or prospects of any Loan
     Party or any of its Subsidiaries.

          "Material Adverse Effect" means a material adverse
     effect on (a) the business, condition (financial or
     otherwise), operations, performance, properties or prospects
     of any Loan Party or any of its Subsidiaries, (b) the rights
     and remedies of any Agent or any Lender Party under any
     Transaction Document or (c) the ability of any Loan Party to
     perform its Obligations under any Transaction Document to
     which it is or is to be a party.

          "Mortgages" has the meaning specified in
     Section 5.01(r).

          "Multiemployer Plan" means a multiemployer plan, as
     defined in Section 4001(a)(3) of ERISA, to which any Loan
     Party or any ERISA Affiliate is making or accruing an
     obligation to make contributions, or has within any of the
     preceding five plan years made or accrued an obligation to
     make contributions.

          "Multiple Employer Plan" means a single employer plan,
     as defined in Section 4001(a)(15) of ERISA, that (a) is
     maintained for employees of any Loan Party or any ERISA
     Affiliate and at least one Person other than the Loan
     Parties and the ERISA Affiliates or (b) was so maintained
     and in respect of which any Loan Party or any ERISA
     Affiliate could have liability under Section 4064 or 4069 of
     ERISA in the event such plan has been or were to be
     terminated.

          "Net Cash Proceeds" means, with respect to any sale,
     lease, transfer or other disposition of any asset or the
     incurrence or issuance of any Debt or the sale or issuance
     of any Equity Interests (including, without limitation, any
     capital contribution) by any Person, or any Extraordinary
     Receipt received by or paid to or for the account of any
     Person, the aggregate amount of cash received from time to
     time (whether as initial consideration or through payment or
     disposition of deferred consideration) by or on behalf of
     such Person in connection with such transaction after
     deducting therefrom only (without duplication)
     (a) reasonable and customary brokerage commissions,
     underwriting fees and discounts, legal fees, finder's fees
     and other similar fees and commissions, (b) the amount of
     taxes payable in connection with or as a result of such
     transaction and (c) the amount of any Debt secured by a Lien
     on such asset that, by the terms of the agreement or
     instrument governing such Debt, is required to be repaid
     upon such disposition, in each case to the extent, but only
     to the extent, that the amounts so deducted are, at the time
     of receipt of such cash, actually paid to a Person that is
     not an Affiliate of such Person or any Loan Party or any
     Affiliate of any Loan Party and are properly attributable to
     such transaction or to the asset that is the subject
     thereof; provided, however, that in the case of taxes that
     are deductible under clause (b) above but for the fact that,
     at the time of receipt of such cash, such taxes have not
     been actually paid or are not then payable, such Loan Party
     or such Subsidiary may deduct an amount (the "Reserved
     Amount") equal to the amount reserved in accordance with
     GAAP for such Loan Party's or such Subsidiary's reasonable
     estimate of such taxes, other than taxes for which such Loan
     Party or such Subsidiary is indemnified, provided further,
     however, that, at the time such taxes are paid, an amount
     equal to the amount, if any, by which the Reserved Amount
     for such taxes exceeds the amount of such taxes actually
     paid shall constitute "Net Cash Proceeds" of the type for
     which such taxes were reserved for all purposes hereunder.

          "Non-Filing Subsidiaries" means Granite National Bank,
     N.A., and SRI Receivables Purchase Co., Inc.

          "Nonratable Assignment" means an assignment by a Lender
     Party pursuant to Section 9.07(a) of a portion of its rights
     and obligations under this Agreement, other than an
     assignment of a uniform, and not varying, percentage of all
     of the rights and obligations of such Lender Party under and
     in respect of all of the Facilities (other than the Letter
     of Credit Facility and the Swing Line Facility).

          "Note" means a Term Note or a Working Capital Note.

          "Notice of Borrowing" has the meaning specified in
     Section 2.02(a).

          "Notice of Issuance" has the meaning specified in
     Section 2.03(a).

          "Notice of Renewal" has the meaning specified in
     Section 2.01(d).

          "Notice of Swing Line Borrowing" has the meaning
     specified in Section 2.02(b).

          "Notice of Termination" has the meaning specified in
     Section 2.01(d).

          "NPL" means the National Priorities List under CERCLA.

          "Obligation" means, with respect to any Person, any
     payment, performance or other obligation of such Person of
     any kind, including, without limitation, any liability of
     such Person on any claim, whether or not the right of any
     creditor to payment in respect of such claim is reduced to
     judgment, liquidated, unliquidated, fixed, contingent,
     matured, disputed, undisputed, legal, equitable, secured or
     unsecured, and whether or not such claim is discharged,
     stayed or otherwise affected by any proceeding referred to
     in Section 6.01(i).  Without limiting the generality of the
     foregoing, the Obligations of any Loan Party under the Loan
     Documents include (a) the obligation to pay principal,
     interest, Letter of Credit commissions, charges, expenses,
     fees, attorneys' fees and disbursements, indemnities and
     other amounts payable by such Loan Party under any Loan
     Document and (b) the obligation of such Loan Party to
     reimburse any amount in respect of any of the foregoing that
     any Lender Party, in its sole discretion, may elect to pay
     or advance on behalf of such Loan Party.

          "OECD" means the Organization for Economic Cooperation
     and Development.

          "Off Balance Sheet Obligation" means with respect to
     any Person, any obligation of such Person under a synthetic
     lease, tax retention operating lease, off-balance sheet loan
     or similar off balance sheet financing if the transaction
     giving rise to such Obligation is considered indebtedness
     for borrowed money for tax purposes but is classified as an
     operating lease in accordance with GAAP.

          "Open Year" has the meaning specified in
     Section 4.01(q)(ii).

          "Orderly Liquidation Value" means the orderly
     liquidation value of specified real estate assets as set
     forth in a recent appraisal report in form, scope and
     substance satisfactory to the Administrative Agent.

          "Other Taxes" has the meaning specified in
     Section 2.12(b).

          "Parent Guarantor" has the meaning specified in the
     recital of parties to this Agreement.

          "Parent Guaranty" means the guaranty of the Parent
     Guarantor set forth in Article VII of this Agreement.

          "PBGC" means the Pension Benefit Guaranty Corporation
     (or any successor).

          "Permitted Liens" means such of the following as to
     which no enforcement, collection, execution, levy or
     foreclosure proceeding shall have been commenced:  (a) Liens
     for taxes, assessments and governmental charges or levies to
     the extent not required to be paid under Section 5.01(b);
     (b) Liens imposed by law, such as materialmen's, mechanics',
     carriers', workmen's and repairmen's Liens and other similar
     Liens arising in the ordinary course of business securing
     obligations that (i) are not overdue for a period of more
     than 30 days and (ii) individually or together with all
     other Permitted Liens outstanding on any date of
     determination do not materially adversely affect the use of
     the property to which they relate; (c) pledges or deposits
     to secure obligations under workers' compensation laws or
     similar legislation or to secure public or statutory
     obligations; and (d) easements, rights of way and other
     encumbrances on title to real property that do not render
     title to the property encumbered thereby unmarketable or
     materially adversely affect the use of such property for its
     present purposes.

          "Person" means an individual, partnership, corporation
     (including a business trust), limited liability company,
     joint stock company, trust, unincorporated association,
     joint venture or other entity, or a government or any
     political subdivision or agency thereof.

          "Plan" means a Single Employer Plan or a Multiple
     Employer Plan.

          "Pledged Debt" has the meaning specified in the
     Security Agreement.

          "Preferred Interests" means, with respect to any
     Person, Equity Interests issued by such Person that are
     entitled to a preference or priority over any other Equity
     Interests issued by such Person upon any distribution of
     such Person's property and assets, whether by dividend or
     upon liquidation.

          "Pre-Petition Agent" means Credit Suisse First Boston
     in it capacity as administrative agent and collateral agent
     for the Pre-Petition Lenders under the Pre-Petition 1997
     Credit Agreement.

          "Pre-Petition Lenders" means the banks, financial
     institutions and other institutional lenders under the Pre-
     Petition 1997 Credit Agreement.

          "Pre-Petition 1997 Credit Agreement" means the Amended
     and Restated Credit Agreement dated as of June 17, 1997,
     among the Borrower, the Parent Guarantor, the Pre-Petition
     Lenders and Credit Suisse First Boston, as administrative
     agent, collateral agent, swingline bank, and L/C bank, as
     amended and restated by (i) the Amendment Agreement dated as
     of June 26, 1997, by and among the parties thereto, (ii) the
     Second Amendment Agreement dated as of October 1, 1997, by
     and among the parties thereto, (iii) the Third Amendment
     Agreement dated as of October 7, 1998, by and among the
     parties thereto, (iv) the Fourth Amendment Agreement dated
     as of January 27, 1999, by and among the parties thereto,(v)
     the Fifth Amendment Agreement dated as of February 3, 2000,
     by and among the parties thereto, and (vi) the Sixth
     Amendment Agreement dated as of February 18, 2000, by and
     among the parties thereto, as may from time to time be
     amended, supplemented or otherwise modified as permitted in,
     and in accordance with, the terms of this Agreement.

          "Pre-Petition 2000 Credit Agreement" means the $35
     Million Credit Agreement dated as of March 6, 2000 among the
     Borrower, the Parent Guarantor, the banks named therein and
     Credit Suisse First Boston, as administrative agent and
     collateral agent, as the same has been amended, supplemented
     or otherwise modified.

          "Pro Rata Share" of any amount means, with respect to
     any Working Capital Lender at any time, the product of such
     amount times a fraction the numerator of which is the amount
     of such Lender's Working Capital Commitment at such time
     (or, if the Commitments shall have been terminated pursuant
     to Section 2.05 or 6.01, such Lender's Working Capital
     Commitment as in effect immediately prior to such
     termination) and the denominator of which is the Working
     Capital Facility at such time (or, if the Commitments shall
     have been terminated pursuant to Section 2.05 or 6.01, the
     Working Capital Facility as in effect immediately prior to
     such termination).

          "Receivables" means all Receivables referred to in
     Section 1(c) of the Security Agreement.

          "Receivables Program" means the receivables
     securitization program conducted by the Borrower, the
     Receivables Subsidiary and any other special purpose
     receivables Subsidiary that may be formed or become a
     Subsidiary in the future pursuant to the Receivables Program
     Documents as in effect from time to time in accordance with
     the terms hereof.

          "Receivables Program Documents" means (i) the
     Receivables Transfer Agreement, (ii) the Receivables
     Purchase Agreement, (iii) the Receivables Pooling and
     Servicing Agreement, (iv) the Supplements, (v) the Insurance
     and Indemnity Agreement, (vi) the Certificate Purchase
     Agreements, and (vii) all other documentation, agreements
     and instruments entered into in connection therewith or
     pursuant to any other receivables financing program created
     in the future, as the same may hereafter be amended,
     modified, supplemented or refinanced from time to time in
     accordance with the provisions hereof and thereof.

          "Receivables Pooling and Servicing Agreement" means the
     Second Amended and Restated Pooling and Servicing Agreement
     dated as of November 1, 1999 among SRI Receivables Purchase
     Co., Inc., the Borrower, and Bankers Trust (Delaware), as
     Trustee, as amended by the Amendment and Consent dated as of
     December 9, 1999.

          "Receivables Purchase Agreement" means the Receivables
     Purchase Agreement dated as of May 30, 1996 between the
     Borrower and SRI Receivables Purchase Co., Inc., as amended
     by (i) the First Amendment dated as of August 1, 1998, among
     the parties thereto, and (ii) the Second Amendment dated as
     of November 9, 1999 among the parties thereto.

          "Receivables Subsidiary" means the collective reference
     to (i) SRI Receivables Purchase Company, Inc., a Delaware
     corporation, (ii) any other Subsidiary established by the
     Parent or the Borrower in connection with the Receivables
     Program and whose sole business is to implement and carry
     out such Receivables Program and (iii) any Credit Card
     Subsidiary.

          "Receivables Transfer Agreement" means the Receivables
     Transfer Agreement dated as of August 1, 1998 between
     Granite National Bank, N.A. and the Borrower, as amended by
     the First Amendment dated as of November 9, 1999, among the
     parties thereto.

          "Redeemable" means, with respect to any Equity
     Interest, any Debt or any other right or Obligation, any
     such Equity Interest, Debt, right or Obligation that (a) the
     issuer has undertaken to redeem at a fixed or determinable
     date or dates, whether by operation of a sinking fund or
     otherwise, or upon the occurrence of a condition not solely
     within the control of the issuer or (b) is redeemable at the
     option of the holder.

          "Related Documents" means any intercompany notes issued
     pursuant to Section 5.02(b)(ii), the Tax Agreement, and the
     Pre-Petition 1997 Credit Agreement.

          "Reorganization Plan" means a plan of reorganization in
     any of the Cases.

          "Required Lenders" means, at any time, Lenders owed or
     holding at least a majority in interest of the sum of
     (a) the aggregate principal amount of the Advances
     outstanding at such time and (b) the aggregate Available
     Amount of all Letters of Credit outstanding at such time,
     (c) the aggregate unused Commitments under the Term Facility
     at such time and (d) the aggregate Unused Working Capital
     Commitments at such time; provided, however, that if any
     Lender shall be a Defaulting Lender at such time, there
     shall be excluded from the determination of Required Lenders
     at such time (A) the aggregate principal amount of the
     Advances owing to such Lender (in its capacity as a Lender)
     and outstanding at such time, (B) such Lender's Pro Rata
     Share of the aggregate Available Amount of all Letters of
     Credit outstanding at such time, and (C) the Unused Working
     Capital Commitment of such Lender at such time.  For
     purposes of this definition, the aggregate principal amount
     of Swing Line Advances owing to the Swing Line Bank and of
     Letter of Credit Advances owing to the Issuing Bank and the
     Available Amount of each Letter of Credit shall be
     considered to be owed to the Working Capital Lenders ratably
     in accordance with their respective Working Capital
     Commitments.

          "Reserve Amount" means such aggregate reserve amounts
     that the Administrative Agent determines in its sole
     discretion exercised in a commercially reasonable manner in
     accordance with customary business practices taking into
     consideration the Eligible Collateral.

          "Responsible Officer" means any officer of any Loan
     Party or any of its Subsidiaries.

          "Register" has the meaning specified in
     Section 8.07(d).

          "Regulation U" means Regulation U of the Board of
     Governors of the Federal Reserve System, as in effect from
     time to time.

          "Secured Obligations" has the meaning specified in
     Section 2 of the Security Agreement.

          "Secured Parties" means the Agents and the Lender
     Parties.

          "Security Agreement" has the meaning specified in
     Section 3.01(a)(ii).

          "Senior Notes" shall mean the 8 and one half percent Notes due 2005
     issued by the Borrower pursuant to the Senior Note Indenture.

          "Senior Note Documents" shall mean the Senior Note
     Indenture, the Senior Notes and the Purchase Agreement dated
     June 11, 1997, among the Parent Guarantor, the Borrower,
     Credit Suisse First Boston Corporation, Bear, Stearns & Co.
     Inc., and Donaldson, Lufkin & Jenrette Securities
     Corporation.

          "Senior Note Indenture" shall mean the Indenture dated
     as of June 17, 1997 between the Borrower and the Senior Note
     Trustee pursuant to which the Borrower issued the Senior
     Notes.

          "Senior Note Trustee" shall mean State Street Bank and
     Trust Company, in its capacity as trustee under the Senior
     Note Indenture.

          "Senior Subordinated Notes" shall mean the 9% Notes due
     2007 issued by the Borrower pursuant to the Senior
     Subordinated Note Indenture.

          "Senior Subordinated Note Documents" shall mean the
     Senior Subordinated Note Indenture, the Senior Subordinated
     Notes and the Purchase Agreement, dated June 11, 1997, among
     the Parent Guarantor, the Borrower, Credit Suisse First
     Boston Corporation, Bear, Stearns & Co. Inc., and Donaldson,
     Lufkin & Jenrette Securities Corporation.

          "Senior Subordinated Note Indenture" shall mean the
     Indenture dated as of June 17, 1997 between the Borrower and
     the Senior Subordinated Note Trustee pursuant to which the
     Borrower issued the Senior Subordinated Notes.

          "Senior Subordinated Note Trustee" shall mean State
     Street Bank and Trust Company in its capacity as trustee
     under the Senior Subordinated Note Indenture.

          "Single Employer Plan" means a single employer plan, as
     defined in Section 4001(a)(15) of ERISA, that (a) is
     maintained for employees of any Loan Party or any ERISA
     Affiliate and no Person other than the Loan Parties and the
     ERISA Affiliates or (b) was so maintained and in respect of
     which any Loan Party or any ERISA Affiliate could have
     liability under Section 4069 of ERISA in the event such plan
     has been or were to be terminated.

          "Standby Letter of Credit" means any Letter of Credit
     issued under the Letter of Credit Facility, other than a
     Trade Letter of Credit.

          "Subordinated Debt" means any Debt of any Loan Party
     that is subordinated to the Obligations of such Loan Party
     under the Loan Documents on, and that otherwise contains,
     terms and conditions satisfactory to the Required Lenders.

          "Subsidiary" of any Person means any corporation,
     partnership, joint venture, limited liability company, trust
     or estate of which (or in which) more than 50% of (a) the
     issued and outstanding capital stock having ordinary 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, joint venture or limited liability company
     or (c) the beneficial interest in such trust or estate is at
     the time directly or indirectly owned or controlled by such
     Person, by such Person and one or more of its other
     Subsidiaries or by one or more of such Person's other
     Subsidiaries.

          "Subsidiary Guarantors" means all Subsidiaries of the
     Parent Guarantor (other than the Non-Filing Subsidiaries)
     and each other Subsidiary of any of them that shall be
     required to execute and deliver a guaranty pursuant to
     Section 5.01(j) or Section 5.01(k).

          "Subsidiary Guaranty" means a guaranty in substantially
     the form of Exhibit E, together with each other guaranty
     delivered pursuant to Section 5.01(j), in each case as
     amended, amended and restated, supplemented or otherwise
     modified from time to time in accordance with its terms.

          "Super-Priority Claim" means a claim against the
     Borrower or any other Loan Party in any of the Cases which
     is an administrative expense claim having priority over any
     or all administrative expenses of the kind specified in
     Section 503(b) or 507(b) of the Bankruptcy Code.

          "Supplements" means the (i) Series 1999-1 Supplement
     dated as of November 9, 1999 among SRI Receivables Purchase
     Co., Inc., the Borrower and Bankers Trust (Delaware, as
     trustee, as amended by the Amendment dated as of December 9,
     1999, and (ii) Issuance Supplement I dated as of November 9,
     1999 among the SRI Receivables Purchase Co., Inc., the
     Borrower, Bankers Trust (Delaware), as trustee.

          "Surviving Debt" has the meaning specified in
Section 3.01(e).

          "Swing Line Advance" means an advance made by (a) the
     Swing Line Bank pursuant to Section 2.01(c) or (b) any
     Working Capital Lender pursuant to Section 2.02(b).

          "Swing Line Bank" means Citibank.

          "Swing Line Borrowing" means a borrowing consisting of
     a Swing Line Advance made by the  Swing Line Bank pursuant
     to Section 2.01(b) or the Working Capital Lenders pursuant
     to Section 2.02(b).

          "Swing Line Facility" has the meaning specified in
Section 2.01(b).

          "Tax Agreement" means a tax sharing agreement among the
     Parent Guarantor, the Borrower and it Subsidiaries, in form
     and substance satisfactory to the Administrative Agent.

          "Tax Certificate" has the meaning specified in
Section 5.03(k)

          "Taxes" has the meaning specified in Section 2.12(a).

          "Term Advance" has the meaning specified in
     Section 2.01(a).

          "Term Borrowing" means a borrowing consisting of
     simultaneous Term Advances of the same Type made by the Term
     Lenders.

          "Term Commitment" means, with respect to any Term
     Lender at any time, the amount set forth opposite such
     Lender's name on Schedule I hereto under the caption "Term
     Commitment" or, if such Lender has entered into one or more
     Assignment and Acceptances, set forth for such Lender in the
     Register maintained by the Administrative Agent pursuant to
     Section 9.07(d) as such Lender's "Term Commitment", as such
     amount may be reduced at or prior to such time pursuant to
     Section 2.05.

          "Term Facility" means, at any time, the aggregate
     amount of the Term Lenders' Term Commitments at such time
     and such other term facilities as may be permitted from time
     to time in accordance with the terms of this Agreement.

          "Term Lender" means any Lender that has a Term
     Commitment.

          "Term Note" means a promissory note of the Borrower
     payable to the order of any Term Lender, in substantially
     the form of Exhibit A-2 hereto, evidencing the indebtedness
     of the Borrower to such Lender resulting from the Term
     Advance made by such Lender, as amended.

          "Termination Date" means (a) for purposes of the
     Working Capital Facility, the Swing Line Facility and the
     Letter of Credit Facility, the earlier of (i) June 2, 2003,
     (ii) the date of termination in whole of the Working Capital
     Commitments and the Letter of Credit Commitment pursuant to
     Section 2.05 or 6.01, and (iii) the effective date of
     confirmation of a plan of reorganization of the Cases and
     (b) for purposes of the Term Facility, the earlier of (i)
     June 2, 2003, (ii) the date of termination in whole of the
     Term Commitments pursuant to Section 2.05 or 6.01, and (iii)
     the effective date of confirmation of a plan of
     reorganization of the Cases.

          "Trade Letter of Credit" means any Letter of Credit
     that is issued under the Letter of Credit Facility for the
     benefit of a supplier of Inventory to the Borrower or any of
     its respective Subsidiaries to effect payment for such
     Inventory, the conditions to drawing under which include the
     presentation to the Issuing Bank of negotiable bills of
     lading, invoices and related documents sufficient, in the
     judgment of the Issuing Bank, to create a valid and
     perfected lien on or security interest in such Inventory,
     bills of lading, invoices and related documents in favor of
     the Issuing Bank.

          "Transaction Documents" means, collectively, the Loan
     Documents and the Related Documents.

          "Type" refers to the distinction between Advances
     bearing interest at the Base Rate and Advances bearing
     interest at the Eurodollar Rate.

          "Unused Working Capital Commitment" means, with respect
     to any Working Capital Lender at any time, (a) such Lender's
     Working Capital Commitment at such time minus (b) the sum of
     (i) the aggregate principal amount of all Working Capital
     Advances, Swing Line Advances and Letter of Credit Advances
     made by such Lender (in its capacity as a Lender) and
     outstanding at such time plus (ii) such Lender's Pro Rata
     Share of (A) the aggregate Available Amount of all Letters
     of Credit outstanding at such time, (B) the aggregate
     principal amount of all Letter of Credit Advances made by
     the Issuing Bank pursuant to Section 2.03(c) and outstanding
     at such time other than any such Letter of Credit Advance
     which, at or prior to such time, has been assigned in part
     to such Lender pursuant to Section 2.03(c) and (C) the
     aggregate principal amount of all Swing Line Advances made
     by the Swing Line Bank pursuant to Section 2.01(b) and
     outstanding at such time other than any such Swing Line
     Advance which, at or prior to such time, has been assigned
     in part to such Lender pursuant to Section 2.02(b).

          "Voting Interests" means shares of capital stock issued
     by a corporation, or equivalent Equity Interests in any
     other Person, the holders of which are ordinarily, in the
     absence of contingencies, entitled to vote for the election
     of directors (or persons performing similar functions) of
     such Person, even if the right so to vote has been suspended
     by the happening of such a contingency.

          "Welfare Plan" means a welfare plan, as defined in
     Section 3(1) of ERISA, that is maintained for employees of
     any Loan Party or in respect of which any Loan Party could
     have liability.

          "Withdrawal Liability" has the meaning specified in
     Part I of Subtitle E of Title IV of ERISA.

          "Working Capital Advance" has the meaning specified in
     Section 2.01(b).

          "Working Capital Borrowing" means a borrowing
     consisting of simultaneous Working Capital Advances of the
     same Type made by the Working Capital Lenders.

          "Working Capital Commitment" means, with respect to any
     Working Capital Lender at any time, (a) the amount set forth
     opposite such Lender's name on Schedule I hereto under the
     caption "Working Capital Commitment", (b) if such Lender has
     entered into one or more Assignment and Acceptances, the
     amount set forth for such Lender in the Register maintained
     by the Administrative Agent pursuant to Section 9.07(d) as
     such Lender's "Working Capital Commitment", as such amount
     may be reduced at or prior to such time pursuant to
     Section 2.05.

          "Working Capital Facility" means, at any time, the
     aggregate amount of the Working Capital Lenders' Working
     Capital Commitments at such time.

          "Working Capital Lender" means any Lender that has a
     Working Capital Commitment.

          "Working Capital Note" means a promissory note of the
     Borrower payable to the order of any Working Capital Lender,
     in substantially the form of Exhibit A-1 hereto, evidencing
     the aggregate indebtedness to such Lender resulting from the
     Working Capital Advances, Letter of Credit Advances and
     Swing Line Advances made by such Lender, as amended.

          SECTION 1.02   Computation of Time Periods; Other Definitional
Provisions

          .  In this Agreement and the other Loan Documents in
the computation of periods of time from a specified date to a
later specified date, the word "from" means "from and including"
and the words "to" and "until" each mean "to but excluding".
References in the Loan Documents to any agreement or contract "as
amended" shall mean and be a reference to such agreement or
contract as amended, amended and restated, supplemented or
otherwise modified from time to time in accordance with its
terms.

          SECTION 1.03   Accounting Terms

          .  All accounting terms not specifically defined herein
shall be construed in accordance with generally accepted
accounting principles consistent with those applied in the
preparation of the financial statements referred to in
Section 4.01(g) ("GAAP").

          SECTION 1.04   Currency Equivalents Generally

          .  Any amount specified in this Agreement (other than
in Articles II, VIII and IX) or any of the other Loan Documents
to be in U.S. dollars shall also include the equivalent of such
amount in any currency other than U.S. dollars, such equivalent
amount to be determined at the rate of exchange quoted by
Citibank in New York, New York at the close of business on the
Business Day immediately preceding any date of determination
thereof, to prime banks in New York, New York for the spot
purchase in the New York foreign exchange market of such amount
in U.S. dollars with such other currency.



          ARTICLE 2
   AMOUNTS AND TERMS OF THE ADVANCES AND THE LETTERS OF CREDIT

          SECTION 2.01   The Advances and the Letters of Credit

          .  (a)  The Term Advances.  Each Term Lender severally
agrees, on the terms and conditions hereinafter set forth, to
make a single advance (a "Term Advance") to the Borrower on the
Effective Date in an amount not to exceed such Lender's Term
Commitment at such time; provided, however, if the Term Facility
is reduced as provided in Section 2.05(b)(v) and later increased
as provided therein, another advance in the amount of such
increased amount shall be made after the entry of the Final
Order.  The Term Borrowing shall consist of Term Advances made
simultaneously by the Term Lenders ratably according to their
Term Commitments.  Amounts borrowed under this Section 2.01(a)
and repaid or prepaid may not be reborrowed.

          (b)  The Working Capital Advances.  Each Working
Capital Lender severally agrees, on the terms and conditions
hereinafter set forth, to make advances (each a "Working Capital
Advance") to the Borrower from time to time on any Business Day
during the period from the Effective Date until the Termination
Date in an amount for each such Advance not to exceed such
Lender's Unused Working Capital Commitment at such time.  Each
Working Capital Borrowing shall be in an aggregate amount of
$5,000,000 or an integral multiple of $1,000,000 in excess
thereof and shall consist of Working Capital Advances made
simultaneously by the Working Capital Lenders ratably according
to their Working Capital Commitments.  Within the limits of each
Working Capital Lender's Unused Working Capital Commitment in
effect from time to time, the Borrower may borrow under this
Section 2.01(b), prepay pursuant to Section 2.06(a) and reborrow
under this Section 2.01(b).

          (c)  The Swing Line Advances.  The Borrower may request
the Swing Line Bank to make, and the Swing Line Bank may, if in
its sole discretion it elects to do so, make, on the terms and
conditions hereinafter set forth, Swing Line Advances to the
Borrower from time to time on any Business Day during the period
from the date of entry of the Interim Order until the Termination
Date (i) in an aggregate amount not to exceed at any time
outstanding $15,000,000 (the "Swing Line Facility") and (ii) in
an amount for each such Swing Line Borrowing not to exceed the
aggregate of the Unused Working Capital Commitments of the
Working Capital Lenders at such time.  No Swing Line Advance
shall be used for the purpose of funding the payment of principal
of any other Swing Line Advance.  Each Swing Line Borrowing shall
be in an amount of $500,000 or an integral multiple of $250,000
in excess thereof and shall be made as a Base Rate Advance.
Within the limits of the Swing Line Facility and within the
limits referred to in clause (ii) above, so long as the Swing
Line Bank, in its sole discretion, elects to make Swing Line
Advances, the Borrower may borrow under this Section 2.01(c),
repay pursuant to Section 2.04(c) or prepay pursuant to
Section 2.06(a) and reborrow under this Section 2.01(c).

          (d)  Letters of Credit.  The Issuing Bank, on the terms
and conditions hereinafter set forth, agrees to issue (or cause
its Affiliate that is a commercial bank to issue on its behalf),
letters of credit (the "Letters of Credit") in U.S. Dollars for
the account of the Borrower from time to time on any Business Day
during the period from the Effective Date until 60 days before
the Termination Date in an aggregate Available Amount (i) for all
Letters of Credit at any time not to exceed at any time the
lesser of (x) the Letter of Credit Facility at such time and
(y) the Issuing Bank's Letter of Credit Commitment at such time
and (ii) for each such Letter of Credit not to exceed the Unused
Working Capital Commitments of the Working Capital Lenders at
such time.  No Letter of Credit shall have an expiration date
(including all rights of the Borrower or the beneficiary to
require renewal) later than the earlier of 60 days before the
Termination Date and (A) in the case of a Standby Letter of
Credit, one year after the date of issuance thereof, but may by
its terms be renewable upon notice (a "Notice of Renewal") given
to the Issuing Bank and the Administrative Agent on or prior to
any date for notice of renewal set forth in such Letter of Credit
but in any event at least three Business Days prior to the date
of the proposed renewal of such Standby Letter of Credit and upon
fulfillment of the applicable conditions set forth in Article III
unless the Issuing Bank has notified the Borrower (with a copy to
the Administrative Agent) on or prior to the date for notice of
termination set forth in such Letter of Credit but in any event
at least 30 Business Days prior to the date of automatic renewal
of its election not to renew such Standby Letter of Credit (a
"Notice of Termination") and (B) in the case of a Trade Letter of
Credit, 90 days after the date of issuance thereof; provided that
the terms of each Standby Letter of Credit that is automatically
renewable annually shall (x) require the Issuing Bank that issued
such Standby Letter of Credit to give the beneficiary named in
such Standby Letter of Credit notice of any Notice of
Termination, (y) permit such beneficiary, upon receipt of such
notice, to draw under such Standby Letter of Credit prior to the
date such Standby Letter of Credit otherwise would have been
automatically renewed and (z) not permit the expiration date
(after giving effect to any renewal) of such Standby Letter of
Credit in any event to be extended to a date later than 60 days
before the Termination Date.  If either a Notice of Renewal is
not given by the Borrower or a Notice of Termination is given by
the Issuing Bank pursuant to the immediately preceding sentence,
such Standby Letter of Credit shall expire on the date on which
it otherwise would have been automatically renewed; provided,
however, that even in the absence of receipt of a Notice of
Renewal the Issuing Bank may in its discretion, unless instructed
to the contrary by the Administrative Agent or the Borrower, deem
that a Notice of Renewal had been timely delivered and in such
case, a Notice of Renewal shall be deemed to have been so
delivered for all purposes under this Agreement.  Within the
limits of the Letter of Credit Facility, and subject to the
limits referred to above, the Borrower may request the issuance
of Letters of Credit under this Section 2.01(d), repay any Letter
of Credit Advances resulting from drawings thereunder pursuant to
Section 2.03(c) and request the issuance of additional Letters of
Credit under this Section 2.01(d).

          SECTION 2.02   Making the Advances

          .  (a)  Except as otherwise provided in Section 2.02(b)
or 2.03, each Borrowing shall be made on notice, given not later
than 1:00 P.M. (New York City time) on the third Business Day
prior to the date of the proposed Borrowing in the case of a
Borrowing consisting of Eurodollar Rate Advances, or the first
Business Day prior to the date of the proposed Borrowing in the
case of a Borrowing consisting of Base Rate Advances, by the
Borrower to the Administrative Agent, which shall give to each
Appropriate Lender prompt notice thereof by telex or telecopier.
Each such notice of a Borrowing (a "Notice of Borrowing") shall
be by telephone, confirmed immediately in writing, or telex or
telecopier, in substantially the form of Exhibit B hereto,
specifying therein the requested (i) date of such Borrowing,
(ii) Facility under which such Borrowing is to be made,
(iii) Type of Advances comprising such Borrowing, (iv) aggregate
amount of such Borrowing and (v) in the case of a Borrowing
consisting of Eurodollar Rate Advances, initial Interest Period
for each such Advance.  Each Lender shall, before 2:00 P.M.
(New York City time) on the date of such Borrowing, make
available for the account of its Applicable Lending Office to the
Administrative Agent at the Administrative Agent's Account, in
same day funds, such Lender's ratable portion of such Borrowing
in accordance with the respective Commitments under the
applicable Facility of such Lender and the other Appropriate
Lenders.  After the Administrative Agent's receipt of such funds
and upon fulfillment of the applicable conditions set forth in
Article III, the Administrative Agent will make such funds
available to the Borrower by crediting the Borrower's Account;
provided, however, that, in the case of any Working Capital
Borrowing, the Administrative Agent shall first make a portion of
such funds equal to the aggregate principal amount of any Swing
Line Advances and Letter of Credit Advances made by the Swing
Line Bank or the Issuing Bank, as the case may be, and by any
other Working Capital Lender and outstanding on the date of such
Working Capital Borrowing, plus interest accrued and unpaid
thereon to and as of such date, available to the Swing Line Bank
or the Issuing Bank, as the case may be, and such other Working
Capital Lenders for repayment of such Swing Line Advances and
Letter of Credit Advances.

          (b)  Each Swing Line Borrowing shall be made on notice,
given not later than 1:00 P.M. (New York City time) on the date
of the proposed Swing Line Borrowing, by the Borrower to the
Swing Line Bank and the Administrative Agent.  Each such notice
of a Swing Line Borrowing (a "Notice of Swing Line Borrowing")
shall be by telephone, confirmed immediately in writing, or telex
or telecopier, specifying therein the requested (i) date of such
Borrowing, (ii) amount of such Borrowing and (iii) maturity of
such Borrowing (which maturity shall be no later than the seventh
day after the requested date of such Borrowing).  If, in its sole
discretion, it elects to make the requested Swing Line Advance,
the Swing Line Bank will make the amount thereof available to the
Administrative Agent at the Administrative Agent's Account, in
same day funds.  After the Administrative Agent's receipt of such
funds and upon fulfillment of the applicable conditions set forth
in Article III, the Administrative Agent will make such funds
available to the Borrower by crediting the Borrower's Account.
Upon written demand by the Swing Line Bank, with a copy of such
demand to the Administrative Agent, each other Working Capital
Lender shall purchase from the Swing Line Bank, and the Swing
Line Bank shall sell and assign to each such other Working
Capital Lender, such other Lender's Pro Rata Share of such
outstanding Swing Line Advance as of the date of such demand, by
making available for the account of its Applicable Lending Office
to the Administrative Agent for the account of the Swing Line
Bank, by deposit to the Administrative Agent's Account, in same
day funds, an amount equal to the portion of the outstanding
principal amount of such Swing Line Advance to be purchased by
such Lender.  The Borrower hereby agrees to each such sale and
assignment.  Each Working Capital Lender agrees to purchase its
Pro Rata Share of an outstanding Swing Line Advance on (i) the
Business Day on which demand therefor is made by the Swing Line
Bank, provided that notice of such demand is given not later than
1:00 P.M. (New York City time) on such Business Day or (ii) the
first Business Day next succeeding such demand if notice of such
demand is given after such time.  Upon any such assignment by the
Swing Line Bank to any other Working Capital Lender of a portion
of a Swing Line Advance, the Swing Line Bank represents and
warrants to such other Working Capital Lender that the Swing Line
Bank is the legal and beneficial owner of such interest being
assigned by it, but makes no other representation or warranty and
assumes no responsibility with respect to such Swing Line
Advance, the Loan Documents or any Loan Party.  If and to the
extent that any Working Capital Lender shall not have so made the
amount of such Swing Line Advance available to the Administrative
Agent, such Working Capital Lender agrees to pay to the
Administrative Agent forthwith on demand such amount together
with interest thereon, for each day from the date of demand by
the Swing Line Bank until the date such amount is paid to the
Administrative Agent, at the Federal Funds Rate.  If such Lender
shall pay to the Administrative Agent such amount for the account
of the Swing Line Bank on any Business Day, such amount so paid
in respect of principal shall constitute a Swing Line Advance
made by such Lender on such Business Day for purposes of this
Agreement, and the outstanding principal amount of the Swing Line
Advance made by the Swing Line Bank shall be reduced by such
amount on such Business Day.

          (c)  Anything in subsection (a) above to the contrary
notwithstanding, the Borrower may not select Eurodollar Rate
Advances for the initial Borrowing hereunder and for the period
from the date hereof to the date of entry of the Final Order (or
such earlier date as shall be specified in its sole discretion by
the Administrative Agent in a written notice to the Borrower and
the Lenders) or for any Borrowing if the aggregate amount of such
Borrowing is less than $10,000,000 or if the obligation of the
Appropriate Lenders to make Eurodollar Rate Advances shall then
be suspended pursuant to Section 2.09 or 2.10 and (ii) Eurodollar
Rate Advances may not be outstanding as part of more than ten
separate Borrowings; provided, however, the Borrower may elect
Eurodollar Rate Advances for the period from the Initial
Extension of Credit through the date of the entry of the Final
Order if the duration of the Interest Period for such Eurodollar
Rate Advance is one or two weeks provided that the last day of
any Interest Period shall not be on any date subsequent to the
date of the entry of the Final Order.

          (d)  Each Notice of Borrowing and Notice of Swing Line
Borrowing shall be irrevocable and binding on the Borrower.  In
the case of any Borrowing that the related Notice of Borrowing
specifies is to be comprised of Eurodollar Rate Advances, the
Borrower shall indemnify each Appropriate Lender against any
loss, cost or expense incurred by such Lender as a result of any
failure to fulfill on or before the date specified in such Notice
of Borrowing for such Borrowing the applicable conditions set
forth in Article III, including, without limitation, any loss,
cost or expense incurred by reason of the liquidation or
reemployment of deposits or other funds acquired by such Lender
to fund the Advance to be made by such Lender as part of such
Borrowing when such Advance, as a result of such failure, is not
made on such date.

          (e)  Unless the Administrative Agent shall have
received notice from an Appropriate Lender prior to the date of
any Borrowing under a Facility under which such Lender has a
Commitment that such Lender will not make available to the
Administrative Agent such Lender's ratable portion of such
Borrowing, the Administrative Agent may assume that such Lender
has made such portion available to the Administrative Agent on
the date of such Borrowing in accordance with subsection (a) of
this Section 2.02 and the Administrative Agent may, in reliance
upon such assumption, make available to the Borrower on such date
a corresponding amount.  If and to the extent that such Lender
shall not have so made such ratable portion available to the
Administrative Agent, such Lender and the Borrower agree to repay
or pay to the Administrative Agent forthwith on demand such
corresponding amount and to pay interest thereon, for each day
from the date such amount is made available to the Borrower until
the date such amount is repaid or paid to the Administrative
Agent, at (i) in the case of the Borrower, the interest rate
applicable at such time under Section 2.07 to Advances comprising
such Borrowing and (ii) in the case of such Lender, the Federal
Funds Rate.  If such Lender shall pay to the Administrative Agent
such corresponding amount, such amount so paid shall constitute
such Lender's Advance as part of such Borrowing for all purposes.

          (f)  The failure of any Lender to make the Advance to
be made by it as part of any Borrowing shall not relieve any
other Lender of its obligation, if any, hereunder to make its
Advance on the date of such Borrowing, but no Lender shall be
responsible for the failure of any other Lender to make the
Advance to be made by such other Lender on the date of any
Borrowing.

          SECTION 2.03   Issuance of and Drawings and Reimbursement Under
Letters of Credit

          .  (a)  Request for Issuance.  Each Letter of Credit
shall be issued upon notice, given not later than 1:00 P.M.
(New York City time) on the third Business Day prior to the date
of the proposed issuance of such Letter of Credit, by the
Borrower to the Issuing Bank, which shall give to the
Administrative Agent and each Working Capital Lender prompt
notice thereof by telex or telecopier.  Each such notice of
issuance of a Letter of Credit (a "Notice of Issuance") shall be
by telephone, confirmed immediately in writing, or telex or
telecopier, specifying therein the requested (A) date of such
issuance (which shall be a Business Day), (B) Available Amount of
such Letter of Credit, (C) expiration date of such Letter of
Credit, (D) name and address of the beneficiary of such Letter of
Credit and (E) form of such Letter of Credit, and shall be
accompanied by such application and agreement for letter of
credit as the Issuing Bank may specify to the Borrower for use in
connection with such requested Letter of Credit (a "Letter of
Credit Agreement").  If  the requested form of such Letter of
Credit is acceptable to the Issuing Bank in its sole discretion,
the Issuing Bank will, upon fulfillment of the applicable
conditions set forth in Article III, make such Letter of Credit
available to the Borrower at its office referred to in
Section 9.02 or as otherwise agreed with the Borrower in
connection with such issuance.  In the event and to the extent
that the provisions of any Letter of Credit Agreement shall
conflict with this Agreement, the provisions of this Agreement
shall govern.

          (b)  Letter of Credit Reports.  The Issuing Bank shall
furnish (A) to the Administrative Agent on the first Business Day
of each month a written report summarizing issuance and
expiration dates of Letters of Credit issued during the previous
month, drawings during such month under all Letters of Credit and
the aggregate Available Amount of all Letters of Credit
outstanding during such month, and (B) to the Administrative
Agent and each Working Capital Lender on the first Business Day
of each calendar quarter a written report setting forth the
average daily aggregate Available Amount during the preceding
calendar quarter of all Letters of Credit.

          (c)  Drawing and Reimbursement.  The payment by the
Issuing Bank of a draft drawn under any Letter of Credit shall
constitute for all purposes of this Agreement the making by the
Issuing Bank of a Letter of Credit Advance, which shall be a Base
Rate Advance, in the amount of such draft.  Upon written demand
by the Issuing Bank, with a copy of such demand to the
Administrative Agent, each Working Capital Lender shall purchase
from the Issuing Bank, and the Issuing Bank shall sell and assign
to each such Working Capital Lender, such Working Capital
Lender's Pro Rata Share of such outstanding Letter of Credit
Advance as of the date of such purchase, by making available for
the account of its Applicable Lending Office to the
Administrative Agent for the account of the Issuing Bank, by
deposit to the Administrative Agent's Account, in same day funds,
an amount equal to the portion of the outstanding principal
amount of such Letter of Credit Advance to be purchased by such
Lender.  Promptly after receipt thereof, the Administrative Agent
shall transfer such funds to the Issuing Bank.  The Borrower
hereby agrees to each such sale and assignment.  Each Working
Capital Lender agrees to purchase its Pro Rata Share of an
outstanding Letter of Credit Advance on (i) the Business Day on
which demand therefor is made by the Issuing Bank, provided that
notice of such demand is given not later than 12:30 P.M.
(New York City time) on such Business Day, or (ii) the first
Business Day next succeeding such demand if notice of such demand
is given after such time.  Upon any such assignment by the
Issuing Bank to any other Working Capital Lender of a portion of
a Letter of Credit Advance, the Issuing Bank represents and
warrants to such other Lender that the Issuing Bank is the legal
and beneficial owner of such interest being assigned by it, free
and clear of any liens, but makes no other representation or
warranty and assumes no responsibility with respect to such
Letter of Credit Advance, the Loan Documents or any Loan Party.
If and to the extent that any Working Capital Lender shall not
have so made the amount of such Letter of Credit Advance
available to the Administrative Agent, such Working Capital
Lender agrees to pay to the Administrative Agent forthwith on
demand such amount together with interest thereon, for each day
from the date of demand by the Issuing Bank until the date such
amount is paid to the Administrative Agent, at the Federal Funds
Rate for its account or the account of the Issuing Bank, as
applicable.  If such Lender shall pay to the Administrative Agent
such amount for the account of the Issuing Bank on any Business
Day, such amount so paid in respect of principal shall constitute
a Letter of Credit Advance made by such Lender on such Business
Day for purposes of this Agreement, and the outstanding principal
amount of the Letter of Credit Advance made by the Issuing Bank
shall be reduced by such amount on such Business Day.

          (d)  Failure to Make Letter of Credit Advances.  The
failure of any Lender to make the Letter of Credit Advance to be
made by it on the date specified in Section 2.03(c) shall not
relieve any other Lender of its obligation hereunder to make its
Letter of Credit Advance on such date, but no Lender shall be
responsible for the failure of any other Lender to make the
Letter of Credit Advance to be made by such other Lender on such
date.

          SECTION 2.04   Repayment of Advances

          .  (a)  Term Advances.  The Borrower shall repay to the
Administrative Agent for the ratable account of the Term Lenders
the aggregate outstanding principal amount of the Term Advances
(which amounts shall be reduced as a result of the application of
prepayments in accordance with the order of priority set forth in
Section 2.06) on the Termination Date and in any event shall be
in an amount equal to the aggregate principal amount of the Term
Advances outstanding on such date.

          (b)  Working Capital Advances.  The Borrower shall
repay to the Administrative Agent for the ratable account of the
Working Capital Lenders on the Termination Date the aggregate
principal amount of the Working Capital Advances then
outstanding.

          (c)  Swing Line Advances.  The Borrower shall repay to
the Administrative Agent for the account of the Swing Line Bank
and each other Working Capital Lender that has made a Swing Line
Advance the outstanding principal amount of each Swing Line
Advance by each of them on the earlier of the maturity date
specified in the applicable Notice of Swing Line Borrowing (which
maturity shall be no later than the seventh day after the
requested date of such Borrowing) and the Termination Date.

          (d)  Letter of Credit Advances.  (i)  The Borrower
shall repay to the Administrative Agent for the account of the
Issuing Bank and each other Working Capital Lender that has made
a Letter of Credit Advance on the earlier of demand and the
Termination Date the outstanding principal amount of each Letter
of Credit Advance made by each of them.

               (ii) The Obligations of the Borrower under this
     Agreement, any Letter of Credit Agreement and any other
     agreement or instrument relating to any Letter of Credit
     shall be unconditional and irrevocable, and shall be paid
     strictly in accordance with the terms of this Agreement,
     such Letter of Credit Agreement and such other agreement or
     instrument under all circumstances, including, without
     limitation, the following circumstances (it being understood
     that any such payment by the Borrower is without prejudice
     to, and does not constitute a waiver of, any rights the
     Borrower might have or might acquire against the Issuing
     Bank, the beneficiaries of such Letter of Credit or any
     other Person as a result of the payment by the Issuing Bank
     of any draft or the reimbursement by the Borrower thereof):

                    (A)  any lack of validity or enforceability
          of any Loan Document, any Letter of Credit Agreement,
          any Letter of Credit, the Interim Order or the Final
          Order or any other agreement or instrument relating
          thereto (all of the foregoing being, collectively, the
          "L/C Related Documents");

                    (B)  any change in the time, manner or place
          of payment of, or in any other term of, all or any of
          the Obligations of the Borrower in respect of any L/C
          Related Document or any other amendment or waiver of or
          any consent to departure from all or any of the L/C
          Related Documents;

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

                    (D)  any statement or any other document
          presented under a Letter of Credit proving to be
          forged, fraudulent, invalid or insufficient in any
          respect or any statement therein being untrue or
          inaccurate in any respect;

                    (E)  payment by the Issuing Bank under a
          Letter of Credit against presentation of a draft,
          certificate or other document that does not strictly
          comply with the terms of such Letter of Credit;

                    (F)  any exchange, release or non-perfection
          of any Collateral or other collateral, or any release
          or amendment or waiver of or consent to departure from
          the Guaranties or any other guarantee, for all or any
          of the Obligations of the Borrower in respect of the
          L/C Related Documents; or

                    (G)  any other circumstance or happening
          whatsoever, whether or not similar to any of the
          foregoing, including, without limitation, any other
          circumstance that might otherwise constitute a defense
          available to, or a discharge of, the Borrower, any
          Guarantor or any other guarantor.

          SECTION 2.05   Termination or Reduction of the Commitments

          .  (a)  Optional.  The Borrower may, upon at least five
Business Days' notice to the Administrative Agent, terminate in
whole or reduce in part the Letter of Credit Facility and the
Unused Working Capital Commitments; provided, however, each
partial reduction of a Facility (i) shall be in an aggregate
amount of $5,000,000 or an integral multiple of $1,000,000 in
excess thereof and (ii) shall be made ratably among the
Appropriate Lenders in accordance with their Commitments with
respect to such Facility.  The Borrower may not cancel or reduce
the Term Commitments at any time except for any cancellation or
reduction made solely by virtue of application of  Net Cash
Proceeds pursuant to Section 2.06(b)(i).

          (b)  Mandatory.  (i)  On the date of the Term
Borrowing, after giving effect to such Term Borrowing, and from
time to time thereafter upon each repayment or prepayment of the
Term Advances, the aggregate Term Commitments of the Term Lenders
shall be automatically and permanently reduced, on a pro rata
basis, by an amount equal to the amount by which the aggregate
Term Commitments immediately prior to such reduction exceed the
aggregate unpaid principal amount of the Term Advances then
outstanding.

               (ii) The Letter of Credit Facility shall be
permanently reduced from time to time on the date of each
reduction in the Working Capital Facility by the amount, if any,
by which the amount of the Letter of Credit Facility exceeds the
Working Capital Facility after giving effect to such reduction of
the Working Capital Facility.

               (iii)     The Swing Line Facility shall be
permanently reduced from time to time on the date of each
reduction in the Working Capital Facility by the amount, if any,
by which the amount of the Swing Line Facility exceeds the
Working Capital Facility after giving effect to such reduction of
the Working Capital Facility.

               (iv) The Working Capital Facility shall be
automatically and permanently reduced on each date on which
prepayment thereof is required to be made pursuant to 2.06(b)(i)
(other than in the case of a mandatory prepayment of Net Cash
Proceeds in connection with a GOB Store or Extraordinary Receipts
arising from insurance proceeds) in an amount equal to such
prepayment of the Working Capital Advances, provided that each
such reduction of the Working Capital Facility shall be made
ratably among the Working Capital Lenders in accordance with
their Working Capital Commitments.

               (v)  After giving effect to the maximum amount of
the Term Facility, the Working Capital Facility shall be reduced
to an amount equal to the lesser of (i) $235,000,000 and (ii)
after giving effect to the maximum amount of the Term Facility,
the maximum amount permitted to be made available to the Borrower
under the Interim Order until entry of the Final Order whereupon
the Working Capital Facility shall be increased to the full
amount thereof approved therein (such reduction and increase to
be made ratably among the Appropriate Lenders in accordance with
their Commitments with respect to the Working Capital Facility);
provided however if the maximum amount permitted to made
available to the Borrower under the Interim Order until entry of
the Final Order is equal to or less than $150,000,000 then the
Term Facility shall be reduced to such maximum permitted amount
until entry of the Final Order whereupon the Term Facility shall
be increased to the full amount thereof approved therein (such
reduction and increase to be made ratably among the Appropriate
Lenders in accordance with their Commitments with respect to the
Term Facility)

          SECTION 2.06   Prepayments

          .  (a)  Optional.  Notwithstanding the automatic
prepayment of the outstanding Advances on a daily basis from
amounts on deposit in the Cash Concentration Account, the
Borrower may, upon at least one Business Day's notice in the case
of Base Rate Advances and three Business Days' notice in the case
of Eurodollar Rate Advances, in each case to the Administrative
Agent stating the proposed date and aggregate principal amount of
the prepayment, and if such notice is given the Borrower shall,
prepay the outstanding aggregate principal amount of the Advances
comprising part of the same Borrowing in whole or ratably in
part, together with accrued interest to the date of such
prepayment on the aggregate principal amount prepaid; provided
that (x) each partial prepayment shall be in an aggregate
principal amount of $5,000,000 or an integral multiple of
$1,000,000 in excess thereof and (y) if any prepayment of a
Eurodollar Rate Advance is made on a date other than the last day
of an Interest Period for such Advance, the Borrower shall also
pay any amounts owing pursuant to Section 9.04(c).  Each such
prepayment shall be applied ratably first to the Working Capital
Facility as set forth in clause (iv) below and second to the Term
Facility.

          (b)  Mandatory.  (i)  The Borrower shall, on the date
of receipt of the Net Cash Proceeds by any Loan Party or any of
its Subsidiaries from (A) the sale, lease, transfer or other
disposition of any assets of any Loan Party or any of its
Subsidiaries (other than any sale, lease, transfer or other
disposition of assets permitted under clause (i) of Section
5.02(e)), (B) the incurrence or issuance by any Loan Party or any
of its Subsidiaries of any Debt (other than Debt permitted to be
incurred or issued pursuant to Section 5.02(b)) and (C) the sale
or issuance by any Loan Party or any of its Subsidiaries of any
capital stock or other ownership or profit interest (including,
without limitation, any capital contribution), any securities
convertible into or exchangeable for capital stock or other
ownership or profit interest or any warrants, rights or options
to acquire capital stock or other ownership or profit interest,
prepay an aggregate principal amount of the Advances comprising
part of the same Borrowings equal to the amount of such Net Cash
Proceeds.  Each such prepayment shall be applied ratably first to
the Working Capital Facility as set forth in clause (iv) below
and second to the Term Facility.

               (ii) The Borrower shall, on each Business Day,
prepay an aggregate principal amount of the Term Advances
comprising part of the same Borrowings, and Working Capital
Advances comprising part of the same Borrowings, the Letter of
Credit Advances and the Swing Line Advances and deposit an amount
in the L/C Collateral Account equal to the amount by which
(A) the sum of the aggregate principal amount of (w) the Term
Advances, (x) the Working Capital Advances, (y) the Letter of
Credit Advances and (z) the Swing Line Advances then outstanding
plus the aggregate Available Amount of all Letters of Credit then
outstanding exceeds (B) the lesser of (w) the Term Facility, (x)
the Working Capital Facility and (y) the Loan Value of Eligible
Collateral on such Business Day minus the Reserve Amount.  Each
such prepayment shall be applied ratably first to the Working
Capital Facility as set forth in clause (iv) below and second to
the Term Facility.

               (iii)     The Borrower shall, on each Business
Day, pay to the Administrative Agent for deposit in the L/C
Collateral Account an amount sufficient to cause the aggregate
amount on deposit in the L/C Collateral Account to equal to 105%
of the amount by which the aggregate Available Amount of all
Letters of Credit then outstanding exceeds the Letter of Credit
Facility on such Business Day.

               (iv) Prepayments of the Working Capital Facility
made pursuant to clause (i) and (ii) above shall be first applied
to prepay Letter of Credit Advances then outstanding until such
Advances are paid in full, second applied to prepay Swing Line
Advances then outstanding until such Advances are paid in full
and third applied to prepay Working Capital Advances then
outstanding comprising part of the same Borrowings until such
Advances are paid in full.

               (v)  All prepayments under this subsection (b)
shall be made together with accrued interest to the date of such
prepayment on the principal amount prepaid, together with any
amounts owing pursuant to Section 9.04(c).  If any payment of
Eurodollar Rate Advances otherwise required to be made under this
Section 2.06(b) would be made on a day other than the last day of
the applicable Interest Period therefor, the Borrower may direct
the Administrative Agent to (and if so directed, the
Administrative Agent shall) deposit such payment in the
Collateral Account until the last day of the applicable Interest
Period at which time the Administrative Agent shall apply the
amount of such payment to the prepayment of such Advances;
provided, however, that such Advances shall continue to bear
interest as set forth in Section 2.07 until the last day of the
applicable Interest Period therefor.

          SECTION 2.07   Interest

          .  (a)  Scheduled Interest.  The Borrower shall pay
interest on the unpaid principal amount of each Advance owing to
each Lender from the date of such Advance until such principal
amount shall be paid in full, at the following rates per annum:

               (i)  Base Rate Advances.  During such periods as
          such Advance is a Base Rate Advance, a rate per annum
          equal at all times to the sum of (A) the Base Rate in
          effect from time to time plus (B) the Applicable
          Margin, as is in effect from time to time, payable in
          arrears monthly on the first day of each month
          commencing July 1, 2000 and on the date such Base Rate
          Advance shall be Converted or paid in full.

               (ii) Eurodollar Rate Advances.  During such
          periods as such Advance is a Eurodollar Rate Advance, a
          rate per annum equal at all times during each Interest
          Period for such Advance to the sum of (A) the
          Eurodollar Rate for such Interest Period for such
          Advance plus (B) the Applicable Margin, as is in effect
          from time to time, payable in arrears on the last day
          of such Interest Period and, if such Interest Period
          has a duration of more than three months, on each day
          that occurs during such Interest Period every three
          months from the first day of such Interest Period and
          on the date such Eurodollar Rate Advance shall be
          Converted or paid in full.

          (b)  Default Interest.  Upon the occurrence and during
the continuance of an Event of Default, the Borrower shall pay
interest on (i) the unpaid principal amount of each Advance owing
to each Lender, payable in arrears on the dates referred to in
clause (a)(i) or (a)(ii) above and on demand, at a rate per annum
equal at all times to 2% per annum above the rate per annum
required to be paid on such Advance pursuant to clause (a)(i) or
(a)(ii) above and (ii) to the fullest extent permitted by law,
the amount of any interest, fee or other amount payable under the
Loan Documents that is not paid when due, from the date such
amount shall be due until such amount shall be paid in full,
payable in arrears on the date such amount shall be paid in full
and on demand, at a rate per annum equal at all times to 2% per
annum above the rate per annum required to be paid, in the case
of interest, on the Type of Advance on which such interest has
accrued pursuant to clause (a)(i) or (a)(ii) above and, in all
other cases, on Base Rate Advances pursuant to clause (a)(i)
above.

          (c)  Notice of Interest Rate.  Promptly after receipt
of a Notice of  Borrowing pursuant to Section 2.02(a), a notice
of Conversion pursuant to Section 2.09 or a notice of selection
of an Interest Period pursuant to the terms of the definition of
"Interest Period", the Administrative Agent shall give notice to
the Borrower and each Appropriate Lender of the applicable
Interest Period and the applicable interest rate determined by
the Administrative Agent for purposes of clause (a)(i) or (a)(ii)
above.

          SECTION 2.08   Fees

          .  (a)  Commitment Fee.  The Borrower agrees to pay to
the Administrative Agent for the account of the Working Capital
Lenders a commitment fee, from the date hereof in the case of
each Initial Working Capital Lender and from the effective date
specified in  the Assignment and Acceptance pursuant to which it
became a Working Capital Lender in the case of each other Working
Capital Lender until the Termination Date, payable in arrears on
the date of the initial Extension of Credit and, thereafter
monthly on the first day of each month, commencing July 1, 2000,
and on the Termination Date, at the rate equal to the Applicable
Percentage from time to time on the daily Unused Working Capital
Commitment of such Lender plus its Pro Rata Share of the daily
outstanding Swing Line Advances during such quarter other than
any such Swing Line Advances which have been assigned in part to
such Lender pursuant to Section 2.03(c); provided, however, that
no commitment fee shall accrue on any of the Commitments of a
Defaulting Lender so long as such Lender shall be a Defaulting
Lender.

          (b)  Letter of Credit Fees, Etc.  (i)  The Borrower
agrees to pay to the Administrative Agent for the account of each
Working Capital Lender a commission, payable in arrears monthly
on the first day of each month, commencing July 1, 2000, and on
the Termination Date, on such Lender's Pro Rata Share of the
average daily aggregate Available Amount during such quarter of
Letters of Credit outstanding from time to time at the rate equal
to the Applicable Letter of Credit Fee from time to time;
provided, however, upon the occurrence and during the continuance
of any Default under Section 6.01(a) or an Event of Default, the
Administrative Agent may, and upon the request of the Required
Lenders shall, require that such commission shall increase by a
rate per annum equal at all times to 2% per annum above the rate
per annum required to be paid on such commission pursuant to this
clause (i), payable on demand.

               (ii) The Borrower shall pay to the Issuing Bank,
for its own account a fronting fee, payable in arrears monthly on
the first day of each month, commencing July 1, 2000, and on the
Termination Date, on the average daily aggregate Available Amount
during such quarter of Letters of Credit outstanding from time to
time at the rate of 0.375% per annum.

          (c)  Agents' Fees.  The Borrower agrees to pay to each
Agent for its own account such fees as may from time to time be
agreed in writing between the Parent Guarantor and such Agent.

          SECTION 2.09   Conversion of Advances

          .  (a)  Optional.  The Borrower may on any Business
Day, upon notice given to the Administrative Agent not later than
1:00 P.M. (New York City time) on the third Business Day prior to
the date of the proposed Conversion and subject to the provisions
of Sections 2.07 and 2.10, Convert all or any portion of the
Advances of one Type comprising the same Borrowing into Advances
of the other Type; provided, however, that any Conversion of
Eurodollar Rate Advances into Base Rate Advances shall be made
only on the last day of an Interest Period for such Eurodollar
Rate Advances, any Conversion of Base Rate Advances into
Eurodollar Rate Advances shall be in an amount not less than the
minimum amount specified in Section 2.02(c), no Conversion of any
Advances shall result in more separate Borrowings than permitted
under Section 2.02(c) and each Conversion of Advances comprising
part of the same Borrowing under any Facility shall be made
ratably among the Appropriate Lenders in accordance with their
Commitments under such Facility.  Each such notice of Conversion
shall, within the restrictions specified above, specify (i) the
date of such Conversion, (ii) the Advances to be Converted and
(iii) if such Conversion is into Eurodollar Rate Advances, the
duration of the initial Interest Period for such Advances.  Each
notice of Conversion shall be irrevocable and binding on the
Borrower.

          (b)  Mandatory.  (i)  On the date on which the
aggregate unpaid principal amount of Eurodollar Rate Advances
comprising any Borrowing shall be reduced, by payment or
prepayment or otherwise, to less than $5,000,000, such Advances
shall automatically Convert into Base Rate Advances.

               (ii) If the Borrower shall fail to select the
duration of any Interest Period for any Eurodollar Rate Advances
in accordance with the provisions contained in the definition of
"Interest Period" in Section 1.01, the Administrative Agent will
forthwith so notify the Borrower and the Lenders, whereupon each
such Eurodollar Rate Advance will automatically, on the last day
of the then existing Interest Period therefor, Convert into a
Base Rate Advance.

               (iii)     Prior to the entry of the Final Order or
upon the occurrence and during the continuance of any Event of
Default, (x) each Eurodollar Rate Advance will automatically, on
the last day of the then existing Interest Period therefor,
Convert into a Base Rate Advance and (y) the obligation of the
Lenders to make, or to Convert Advances into, Eurodollar Rate
Advances shall be suspended.

          SECTION 2.10   Increased Costs, Etc

          .  (a)  If, due to either (i) the introduction of or
any change in or in the interpretation of any law or regulation
or (ii) the compliance with any guideline or request from any
central bank or other governmental authority (whether or not
having the force of law), there shall be any increase in the cost
to any Lender Party of agreeing to make or of making, funding or
maintaining Eurodollar Rate Advances or of agreeing to issue or
of issuing or maintaining or participating in Letters of Credit
or of agreeing to make or of making or maintaining Letter of
Credit Advances (excluding, for purposes of this Section 2.10,
any such increased costs resulting from (x) Taxes or Other Taxes
(as to which Section 2.12 shall govern) and (y) changes in the
basis of taxation of overall net income or overall gross income
by the United States or by the foreign jurisdiction or state
under the laws of which such Lender Party is organized or has its
Applicable Lending Office or any political subdivision thereof),
then the Borrower agrees from time to time, upon demand by such
Lender Party (with a copy of such demand to the Administrative
Agent), to pay to the Administrative Agent for the account of
such Lender Party additional amounts sufficient to compensate
such Lender Party for such increased cost.  A certificate as to
the amount of such increased cost, submitted to the Borrower by
such Lender Party, shall be conclusive and binding for all
purposes, absent manifest error.

          (b)  If, due to either (i) the introduction of or any
change in or in the interpretation of any law or regulation or
(ii) the compliance with any guideline or request from any
central bank or other governmental authority (whether or not
having the force of law), there shall be any increase in the
amount of capital required or expected to be maintained by any
Lender Party or any corporation controlling such Lender Party as
a result of or based upon the existence of such Lender Party's
commitment to lend or to issue or participate in Letters of
Credit hereunder and other commitments of such type or the
issuance or maintenance of or participation in the Letters of
Credit (or similar contingent obligations), then, upon demand by
such Lender Party (with a copy of such demand to the
Administrative Agent), the Borrower agrees to pay to the
Administrative Agent for the account of such Lender Party, from
time to time as specified by such Lender Party, additional
amounts sufficient to compensate such Lender Party in the light
of such circumstances, to the extent that such Lender Party
reasonably determines such increase in capital to be allocable to
the existence of such Lender Party's commitment to lend or to
issue or participate in Letters of Credit hereunder or to the
issuance or maintenance of or participation in any Letters of
Credit.  A certificate as to such amounts submitted to the
Borrower by such Lender Party shall be conclusive and binding for
all purposes, absent manifest error.

          (c)  If, with respect to any Eurodollar Rate Advances
under any Facility, Lenders owed a majority of the then aggregate
unpaid principal amount thereof notify the Administrative Agent
that the Eurodollar Rate for any Interest Period for such
Advances will not adequately reflect the cost to such Lenders of
making, funding or maintaining their Eurodollar Rate Advances for
such Interest Period, the Administrative Agent shall forthwith so
notify the Borrower and the Appropriate Lenders, whereupon
(i) each such Eurodollar Rate Advance will automatically, on the
last day of the then existing Interest Period therefor, Convert
into a Base Rate Advance and (ii) the obligation of the
Appropriate Lenders to make, or to Convert Advances into,
Eurodollar Rate Advances shall be suspended until the
Administrative Agent shall notify the Borrower that such Lenders
have determined that the circumstances causing such suspension no
longer exist.

          (d)  Notwithstanding any other provision of this
Agreement, if the introduction of or any change in or in the
interpretation of any law or regulation shall make it unlawful,
or any central bank or other governmental authority shall assert
that it is unlawful, for any Lender or its Eurodollar Lending
Office to perform its obligations hereunder to make Eurodollar
Rate Advances or to continue to fund or maintain Eurodollar Rate
Advances hereunder, then, on notice thereof and demand therefor
by such Lender to the Borrower through the Administrative Agent,
(i) each Eurodollar Rate Advance under each Facility which such
Lender has a Commitment will automatically, on the last day of
the then existing Interest Period therefor or, if required by
applicable law, immediately, Convert into a Base Rate Advance and
(ii) the obligation of the Appropriate Lenders to make, or to
Convert Advances into, Eurodollar Rate Advances shall be
suspended until the Administrative Agent shall notify the
Borrower that such Lender has determined that the circumstances
causing such suspension no longer exist.

          SECTION 2.11   Payments and Computations

          .  (a)  The Borrower shall make each payment hereunder
and under the Notes, irrespective of any right of counterclaim or
set-off (except as otherwise provided in Section 2.15), not later
than 1:00 P.M. (New York City time) on the day when due in U.S.
dollars to the Administrative Agent at the Administrative Agent's
Account in same day funds, with payments being received by the
Administrative Agent after such time being deemed to have been
received on the next succeeding Business Day.  The Administrative
Agent will promptly thereafter cause like funds to be distributed
(i) if such payment by the Borrower is in respect of principal,
interest, commitment fees or any other Obligation then payable
hereunder and under the Notes to more than one Lender Party, to
such Lender Parties for the account of their respective
Applicable Lending Offices ratably in accordance with the amounts
of such respective Obligations then payable to such Lender
Parties and (ii) if such payment by the Borrower is in respect of
any Obligation then payable hereunder to one Lender Party, to
such Lender Party for the account of its Applicable Lending
Office, in each case to be applied in accordance with the terms
of this Agreement.  Upon its acceptance of an Assignment and
Acceptance and recording of the information contained therein in
the Register pursuant to Section 9.07(d), from and after the
effective date of such Assignment and Acceptance, the
Administrative Agent shall make all payments hereunder and under
the Notes in respect of the interest assigned thereby to the
Lender Party assignee thereunder, and the parties to such
Assignment and Acceptance shall make all appropriate adjustments
in such payments for periods prior to such effective date
directly between themselves.

          (b)  The Borrower hereby authorizes each Lender Party
and each of its Affiliates, if and to the extent payment owed to
such Lender Party is not made when due hereunder or, in the case
of a Lender, under the Note held by such Lender, to charge from
time to time, to the fullest extent permitted by law, against any
and all of the Borrower's accounts with such Lender Party or such
Affiliate any amount so due.

          (c)  All computations of interest, fees and Letter of
Credit commissions shall be made by the Administrative Agent on
the basis of a year of 360 days, in each case for the actual
number of days (including the first day but excluding the last
day) occurring in the period for which such interest, fees or
commissions are payable.  Each determination by the
Administrative Agent of an interest rate, fee or commission
hereunder shall be conclusive and binding for all purposes,
absent manifest error.

          (d)  Whenever any payment hereunder or under the Notes
shall be stated to be due on a day other than a Business Day,
such payment shall be made on the next succeeding Business Day,
and such extension of time shall in such case be included in the
computation of payment of interest or commitment or letter of
credit fee or commission, as the case may be; provided, however,
that, if such extension would cause payment of interest on or
principal of Eurodollar Rate Advances to be made in the next
following calendar month, such payment shall be made on the next
preceding Business Day.

          (e)  Unless the Administrative Agent shall have
received notice from the Borrower prior to the date on which any
payment is due to any Lender Party hereunder that the Borrower
will not make such payment in full, the Administrative Agent may
assume that the Borrower have made such payment in full to the
Administrative Agent on such date and the Administrative Agent
may, in reliance upon such assumption, cause to be distributed to
each such Lender Party on such due date an amount equal to the
amount then due such Lender Party.  If and to the extent the
Borrower shall not have so made such payment in full to the
Administrative Agent, each such Lender Party shall repay to the
Administrative Agent forthwith on demand such amount distributed
to such Lender Party together with interest thereon, for each day
from the date such amount is distributed to such Lender Party
until the date such Lender Party repays such amount to the
Administrative Agent, at the Federal Funds Rate.

          (f)  Whenever any payment received by the
Administrative Agent under this Agreement or any of the other
Loan Documents is insufficient to pay in full all amounts due and
payable to the Agents and the Lender Parties under or in respect
of this Agreement and the other Loan Documents on any date, such
payment shall be distributed by the Administrative Agent and
applied by the Agents and the Lender Parties in the following
order of priority:

               (i)  first, to the payment of all of the fees,
          indemnification payments, costs and expenses that are
          due and payable to the Agents (solely in their
          respective capacities as Agents) under or in respect of
          this Agreement and the other Loan Documents on such
          date, ratably based upon the respective aggregate
          amounts of all such fees, indemnification payments,
          costs and expenses owing to the Agents on such date;

               (ii) second, to the payment of all of the fees,
          indemnification payments, costs and expenses that are
          due and payable to the Issuing Bank and the Swing Line
          Bank (solely in their respective capacities as such)
          under or in respect of this Agreement and the other
          Loan Documents on such date, ratably based upon the
          respective aggregate amounts of all such fees,
          indemnification payments, costs and expenses owing to
          the Issuing Bank and the Swing Line Bank on such date;

               (iii)     third, to the payment of all of the
          indemnification payments, costs and expenses that are
          due and payable to the Lenders under Section 8.04
          hereof, Section 12of the Subsidiary Guaranty, Section
          24 of the Security Agreement and any similar section of
          any of the other Loan Documents on such date, ratably
          based upon the respective aggregate amounts of all such
          indemnification payments, costs and expenses owing to
          the Lenders on such date;

               (iv) fourth, to the payment of all of the amounts
          that are due and payable to the Administrative Agent
          and the Lender Parties under Sections 2.10 and 2.12
          hereof and Section 5 of the Subsidiary Guaranty on such
          date, ratably based upon the respective aggregate
          amounts thereof owing to the Administrative Agent and
          the Lender Parties on such date;

               (v)  fifth, to the payment of all of the fees that
          are due and payable to the Lenders under Section
          2.08(a) on such date, ratably based upon the respective
          aggregate Commitments of the Lenders under the
          Facilities on such date;

               (vi) sixth, to the payment of all of the accrued
          and unpaid interest on the Obligations of the Borrower
          under or in respect of the Loan Documents that is due
          and payable to the Administrative Agent and the Lender
          Parties under Section 2.07(b) on such date, ratably
          based upon the respective aggregate amounts of all such
          interest owing to the Administrative Agent and the
          Lender Parties on such date;

               (vii)     seventh, to the payment of all of the
          accrued and unpaid interest on the Advances that is due
          and payable to the Administrative Agent and the Lender
          Parties under Section 2.07(a) on such date, ratably
          based upon the respective aggregate amounts of all such
          interest owing to the Administrative Agent and the
          Lender Parties on such date;

               (viii)    eighth, to the payment of the principal
          amount of all of the outstanding Advances that is due
          and payable to the Administrative Agent and the Lender
          Parties on such date, ratably based upon the respective
          aggregate amounts of all such principal owing to the
          Administrative Agent and the Lender Parties on such
          date; and

               (ix) ninth, to the payment of all other
          Obligations of the Loan Parties owing under or in
          respect of the Loan Documents that are due and payable
          to the Administrative Agent and the other Secured
          Parties on such date, ratably based upon the respective
          aggregate amounts of all such Obligations owing to the
          Administrative Agent and the other Secured Parties on
          such date.

If the Administrative Agent receives funds for application to the
Obligations of the Loan Parties under or in respect of the Loan
Documents under circumstances for which the Loan Documents do not
specify the Advances or the Facility to which, or the manner in
which, such funds are to be applied, the Administrative Agent
may, but shall not be obligated to, elect to distribute such
funds to each of the Lender Parties in accordance with such
Lender Party's Pro Rata Share of the sum of (a) the aggregate
principal amount of all Advances outstanding at such time and (b)
the aggregate Available Amount of all Letters of Credit
outstanding at such time, in repayment or prepayment of such of
the outstanding Advances or other Obligations then owing to such
Lender Party, and, in the case of the Term Facility, for
application to such principal repayment installments thereof, as
the Administrative Agent shall direct.

          SECTION 2.12   Taxes

          .  (a)  Any and all payments by the Borrower hereunder
or under the Notes shall be made, in accordance with
Section 2.11, free and clear of and without deduction for any and
all present or future taxes, levies, imposts, deductions, charges
or withholdings, and all liabilities with respect thereto,
excluding, in the case of each Lender Party and each Agent, taxes
that are imposed on its overall net income by the United States
and taxes that are imposed on its overall net income (and
franchise taxes imposed in lieu thereof) by the state or foreign
jurisdiction under the laws of which such Lender Party or such
Agent, as the case may be, is organized or any political
subdivision thereof and, in the case of each Lender Party, taxes
that are imposed on its overall net income (and franchise taxes
imposed in lieu thereof) by the state or foreign jurisdiction of
such Lender Party's Applicable Lending Office or any political
subdivision thereof (all such non-excluded taxes, levies,
imposts, deductions, charges, withholdings and liabilities in
respect of payments hereunder or under the Notes being
hereinafter referred to as "Taxes").  If the Borrower shall be
required by law to deduct any Taxes from or in respect of any sum
payable hereunder or under any Note to any Lender Party or any
Agent, (i) the sum payable by the Borrower shall be increased as
may be necessary so that after the Borrower and the
Administrative Agent have made all required deductions (including
deductions applicable to additional sums payable under this
Section 2.12) such Lender Party or such Agent, as the case may
be, receives an amount equal to the sum it would have received
had no such deductions been made, (ii) the Borrower shall make
all such deductions and (iii) the Borrower shall pay the full
amount deducted to the relevant taxation authority or other
authority in accordance with applicable law.

          (b)  In addition, the Borrower shall pay any present or
future stamp, documentary, excise, property or similar taxes,
charges or levies that arise from any payment made by the
Borrower hereunder or under the Notes or from the execution,
delivery or registration of, performance under, or otherwise with
respect to, this Agreement, the Notes or the other Loan Documents
(hereinafter referred to as "Other Taxes").

          (c)  The Borrower agrees to indemnify each Lender Party
and each Agent for and hold them harmless against the full amount
of Taxes and Other Taxes, and for the full amount of taxes of any
kind imposed by any jurisdiction on amounts payable under this
Section 2.12, imposed on or paid by such Lender Party or such
Agent (as the case may be) and any liability (including
penalties, additions to tax, interest and expenses) arising
therefrom or with respect thereto.  This indemnification shall be
made within 30 days from the date such Lender Party or such Agent
(as the case may be) makes written demand therefor.

          (d)  Within 30 days after the date of any payment of
Taxes, the Borrower shall furnish to the Administrative Agent, at
its address referred to in Section 9.02, the original or a
certified copy of a receipt evidencing such payment.  In the case
of any payment hereunder or under the Notes by or on behalf of
the Borrower through an account or branch outside the United
States or by or on behalf of the Borrower by a payor that is not
a United States person, if the Borrower determine that no Taxes
are payable in respect thereof, the Borrower shall furnish, or
shall cause such payor to furnish, to the Administrative Agent,
at such address, an opinion of counsel acceptable to the
Administrative Agent stating that such payment is exempt from
Taxes.  For purposes of subsections (d) and (e) of this
Section 2.12, the terms "United States" and "United States
person" shall have the meanings specified in Section 7701 of the
Internal Revenue Code.

          (e)  Each Lender Party organized under the laws of a
jurisdiction outside the United States shall, on or prior to the
date of its execution and delivery of this Agreement in the case
of each Initial Lender or Initial Issuing Bank, as the case may
be, and on the date of the Assignment and Acceptance pursuant to
which it becomes a Lender Party in the case of each other Lender
Party, and from time to time thereafter as requested in writing
by the Borrower (but only so long thereafter as such Lender Party
remains lawfully able to do so), provide each of the
Administrative Agent and the Borrower with two original Internal
Revenue Service forms 1001 or 4224, as appropriate, or any
successor or other form prescribed by the Internal Revenue
Service, certifying that such Lender Party is exempt from or
entitled to a reduced rate of United States withholding tax on
payments pursuant to this Agreement or the Notes.  If the forms
provided by a Lender Party at the time such Lender Party first
becomes a party to this Agreement indicate a United States
interest withholding tax rate in excess of zero, withholding tax
at such rate shall be considered excluded from Taxes unless and
until such Lender Party provides the appropriate forms certifying
that a lesser rate applies, whereupon withholding tax at such
lesser rate only shall be considered excluded from Taxes for
periods governed by such forms; provided, however, that if, at
the effective date of the Assignment and Acceptance pursuant to
which a Lender Party becomes a party to this Agreement, the
Lender Party assignor was entitled to payments under
subsection (a) of this Section 2.12 in respect of United States
withholding tax with respect to interest paid at such date, then,
to such extent, the term Taxes shall include (in addition to
withholding taxes that may be imposed in the future or other
amounts otherwise includable in Taxes) United States withholding
tax, if any, applicable with respect to the Lender Party assignee
on such date.  If any form or document referred to in this
subsection (e) requires the disclosure of information, other than
information necessary to compute the tax payable and information
required on the date hereof by Internal Revenue Service form 1001
or 4224, that the Lender Party reasonably considers to be
confidential, the Lender Party shall give notice thereof to the
Borrower and shall not be obligated to include in such form or
document such confidential information.

          (f)  For any period with respect to which a Lender
Party has failed to provide the Borrower with the appropriate
form described in subsection (e) above (other than if such
failure is due to a change in law occurring after the date on
which a form originally was required to be provided or if such
form otherwise is not required under subsection (e) above), such
Lender Party shall not be entitled to indemnification under
subsection (a) or (c) of this Section 2.12 with respect to Taxes
imposed by the United States by reason of such failure; provided,
however, that should a Lender Party become subject to Taxes
because of its failure to deliver a form required hereunder, the
Borrower shall take such steps as such Lender Party shall
reasonably request to assist such Lender Party to recover such
Taxes.

          SECTION 2.13   Sharing of Payments, Etc

          .  If any Lender Party shall obtain at any time any
payment (whether voluntary, involuntary, through the exercise of
any right of set-off, or otherwise, other than as a result of an
assignment pursuant to Section 9.07) (a) on account of
Obligations due and payable to such Lender Party hereunder and
under the Notes at such time in excess of its ratable share
(according to the proportion of (i) the amount of such
Obligations due and payable to such Lender Party at such time to
(ii) the aggregate amount of the Obligations due and payable to
all Lender Parties hereunder and under the Notes at such time) of
payments on account of the Obligations due and payable to all
Lender Parties hereunder and under the Notes at such time
obtained by all the Lender Parties at such time or (b) on account
of Obligations owing (but not due and payable) to such Lender
Party hereunder and under the Notes at such time in excess of its
ratable share (according to the proportion of (i) the amount of
such Obligations owing to such Lender Party at such time to
(ii) the aggregate amount of the Obligations owing (but not due
and payable) to all Lender Parties hereunder and under the Notes
at such time) of payments on account of the Obligations owing
(but not due and payable) to all Lender Parties hereunder and
under the Notes at such time obtained by all of the Lender
Parties at such time, such Lender Party shall forthwith purchase
from the other Lender Parties such interests or participating
interests in the Obligations due and payable or owing to them, as
the case may be, as shall be necessary to cause such purchasing
Lender Party to share the excess payment ratably with each of
them; provided, however, that if all or any portion of such
excess payment is thereafter recovered from such purchasing
Lender Party, such purchase from each other Lender Party shall be
rescinded and such other Lender Party shall repay to the
purchasing Lender Party the purchase price to the extent of such
Lender Party's ratable share (according to the proportion of
(i) the purchase price paid to such Lender Party to (ii) the
aggregate purchase price paid to all Lender Parties) of such
recovery together with an amount equal to such Lender Party's
ratable share (according to the proportion of (i) the amount of
such other Lender Party's required repayment to (ii) the total
amount so recovered from the purchasing Lender Party) of any
interest or other amount paid or payable by the purchasing Lender
Party in respect of the total amount so recovered.  The Borrower
agrees that any Lender Party so purchasing a participation from
another Lender Party pursuant to this Section 2.13 may, to the
fullest extent permitted by law, exercise all its rights of
payment (including the right of set-off) with respect to such
participation as fully as if such Lender Party were the direct
creditor of the Borrower in the amount of such participation.

          SECTION 2.14   Use of Proceeds

          .  The proceeds of the Advances and issuances of
Letters of Credit shall be available (and the Borrower agrees
that it shall use such proceeds and Letters of Credit) solely to
(i) repay the Receivables Program and the Pre-Petition 2000
Credit Agreement, (ii) provide working capital for the Borrower
and its Subsidiaries, (iii) to make the payment permitted by the
proviso in Section 5.02(j), and (iv) to make other expenditures
as may be authorized and approved by an order to the Bankruptcy
Court as reasonable, necessary costs and expenses of preserving
or disposing of the properties and interests in property of the
Borrower and its Subsidiaries (other than Non-Filing
Subsidiaries) including, without limitation, the fees and
expenses of Borrower's Professionals but not in excess of the
Carve-Out; provided further that no amounts shall be paid
pursuant to this Section 2.14(iii) for fees and disbursements
incurred by the Borrower in connection with any proceeding (other
than an investigation) commenced, including, without limitation,
any motion or other pleading filed to contest (a) the validity,
binding effect or enforceability of the Loan Documents, (b) any
other rights or interest of the Agent or the Lender Parties under
the Loan Documents, or (c) any payment of fees and disbursements
incurred by professionals retained or engaged by the Pre-Petition
Agent or any Pre-Petition Lenders in excess of $1,000,000 in the
aggregate.

          SECTION 2.15   Defaulting Lenders

          .  (a)  In the event that, at any one time, (i) any
Lender Party shall be a Defaulting Lender, (ii) such Defaulting
Lender shall owe a Defaulted Advance to the Borrower and
(iii) the Borrower shall be required to make any payment
hereunder or under any other Loan Document to or for the account
of such Defaulting Lender, then the Borrower may, so long as no
Default shall occur or be continuing at such time and to the
fullest extent permitted by applicable law, set off and otherwise
apply the Obligation of the Borrower to make such payment to or
for the account of such Defaulting Lender against the obligation
of such Defaulting Lender to make such Defaulted Advance.  In the
event that, on any date, the Borrower shall so set off and
otherwise apply its obligation to make any such payment against
the obligation of such Defaulting Lender to make any such
Defaulted Advance on or prior to such date, the amount so set off
and otherwise applied by the Borrower shall constitute for all
purposes of this Agreement and the other Loan Documents an
Advance by such Defaulting Lender made on the date of such setoff
under the Facility pursuant to which such Defaulted Advance was
originally required to have been made pursuant to Section 2.01.
Such Advance shall be considered, for all purposes of this
Agreement, to comprise part of the Borrowing in connection with
which such Defaulted Advance was originally required to have been
made pursuant to Section 2.01, even if the other Advances
comprising such Borrowing shall be Eurodollar Rate Advances on
the date such Advance is deemed to be made pursuant to this
subsection (a).  The Borrower shall notify the Administrative
Agent at any time the Borrower exercises its right of set-off
pursuant to this subsection (a) and shall set forth in such
notice (A) the name of the Defaulting Lender and the Defaulted
Advance required to be made by such Defaulting Lender and (B) the
amount set off and otherwise applied in respect of such Defaulted
Advance pursuant to this subsection (a).  Any portion of such
payment otherwise required to be made by the Borrower to or for
the account of such Defaulting Lender which is paid by the
Borrower, after giving effect to the amount set off and otherwise
applied by the Borrower pursuant to this subsection (a), shall be
applied by the Administrative Agent as specified in
subsection (b) or (c) of this Section 2.15.

          (b)  In the event that, at any one time, (i) any Lender
Party shall be a Defaulting Lender, (ii) such Defaulting Lender
shall owe a Defaulted Amount to any Agent or any of the other
Lender Parties and (iii) the Borrower shall make any payment
hereunder or under any other Loan Document to the Administrative
Agent for the account of such Defaulting Lender, then the
Administrative Agent may, on its behalf or on behalf of such
other Agents or such other Lender Parties and to the fullest
extent permitted by applicable law, apply at such time the amount
so paid by the Borrower to or for the account of such Defaulting
Lender to the payment of each such Defaulted Amount to the extent
required to pay such Defaulted Amount.  In the event that the
Administrative Agent shall so apply any such amount to the
payment of any such Defaulted Amount on any date, the amount so
applied by the Administrative Agent shall constitute for all
purposes of this Agreement and the other Loan Documents payment,
to such extent, of such Defaulted Amount on such date.  Any such
amount so applied by the Administrative Agent shall be retained
by the Administrative Agent or distributed by the Administrative
Agent to such other Agents or such other Lender Parties, ratably
in accordance with the respective portions of such Defaulted
Amounts payable at such time to the Administrative Agent, such
other Agents and such other Lender Parties and, if the amount of
such payment made by the Borrower shall at such time be
insufficient to pay all Defaulted Amounts owing at such time to
the Administrative Agent, such other Agents and such other Lender
Parties, in the following order of priority:

               (i)  first, to the Agents for any Defaulted
          Amounts then owing to them, in their capacities as
          such, ratably in accordance with such respective
          Defaulted Amounts then owing to the Agents;

               (ii) second, to the Issuing Bank and the Swing
          Line Bank for any Defaulted Amounts then owing to them,
          in their capacities as such, ratably in accordance with
          such respective Defaulted Amounts then owing to the
          Issuing Bank and the Swing Line Bank; and

               (iii)     third, to any other Lender Parties for
          any Defaulted Amounts then owing to such other Lender
          Parties, ratably in accordance with such respective
          Defaulted Amounts then owing to such other Lender
          Parties.

Any portion of such amount paid by the Borrower for the account
of such Defaulting Lender remaining, after giving effect to the
amount applied by the Administrative Agent pursuant to this
subsection (b), shall be applied by the Administrative Agent as
specified in subsection (c) of this Section 2.15.

          (c)  In the event that, at any one time, (i) any Lender
Party shall be a Defaulting Lender, (ii) such Defaulting Lender
shall not owe a Defaulted Advance or a Defaulted Amount and
(iii) the Borrower, any Agent or any other Lender Party shall be
required to pay or distribute any amount hereunder or under any
other Loan Document to or for the account of such Defaulting
Lender, then the Borrower or such Agent or such other Lender
Party shall pay such amount to the Administrative Agent to be
held by the Administrative Agent, to the fullest extent permitted
by applicable law, in escrow or the Administrative Agent shall,
to the fullest extent permitted by applicable law, hold in escrow
such amount otherwise held by it.  Any funds held by the
Administrative Agent in escrow under this subsection (c) shall be
deposited by the Administrative Agent in an account with a bank
(the "Escrow Bank") selected by the Administrative Agent, in the
name and under the control of the Administrative Agent, but
subject to the provisions of this subsection (c).  The terms
applicable to such account, including the rate of interest
payable with respect to the credit balance of such account from
time to time, shall be the Escrow Bank's standard terms
applicable to escrow accounts maintained with it.  Any interest
credited to such account from time to time shall be held by the
Administrative Agent in escrow under, and applied by the
Administrative Agent from time to time in accordance with the
provisions of, this subsection (c).  The Administrative Agent
shall, to the fullest extent permitted by applicable law, apply
all funds so held in escrow from time to time to the extent
necessary to make any Advances required to be made by such
Defaulting Lender and to pay any amount payable by such
Defaulting Lender hereunder and under the other Loan Documents to
the Administrative Agent or any other Lender Party, as and when
such Advances or amounts are required to be made or paid and, if
the amount so held in escrow shall at any time be insufficient to
make and pay all such Advances and amounts required to be made or
paid at such time, in the following order of priority:

               (i)  first, to the Agents for any amounts then due
          and payable by such Defaulting Lender to them
          hereunder, in their capacities as such, ratably in
          accordance with such amounts then due and payable to
          the Agents;

               (ii) second, to the Issuing Bank and the Swing
          Line Bank for any amounts then due and payable to them
          hereunder, in their capacities as such, by such
          Defaulting Lender, ratably in accordance with such
          amounts then due and payable to the Issuing Bank and
          the Swing Line Bank;

               (iii)     third, to any other Lender Parties for
          any amount then due and payable by such Defaulting
          Lender to such other Lender Parties hereunder, ratably
          in accordance with such respective amounts then due and
          payable to such other Lender Parties; and

               (iv) fourth, to the Borrower for any Advance then
          required to be made by such Defaulting Lender to the
          Borrower pursuant to a Commitment of such Defaulting
          Lender.

          In the event that any Lender Party that is a Defaulting
Lender shall, at any time, cease to be a Defaulting Lender, any
funds held by the Administrative Agent in escrow at such time
with respect to such Lender Party shall be distributed by the
Administrative Agent to such Lender Party and applied by such
Lender Party to the Obligations owing to such Lender Party at
such time under this Agreement and the other Loan Documents
ratably in accordance with the respective amounts of such
Obligations outstanding at such time.

          (d)  The rights and remedies against a Defaulting
Lender under this Section 2.15 are in addition to other rights
and remedies that the Borrower may have against such Defaulting
Lender with respect to any Defaulted Advance and that any Agent
or any Lender Party may have against such Defaulting Lender with
respect to any Defaulted Amount.

          SECTION 2.16   Evidence of Debt

          .  (a)  Each Lender Party shall maintain in accordance
with its usual practice an account or accounts evidencing the
indebtedness of the Borrower to such Lender Party resulting from
each Advance owing to such Lender Party from time to time,
including the amounts of principal and interest payable and paid
to such Lender Party from time to time hereunder.  The Borrower
agrees that upon notice by any Lender Party to the Borrower (with
a copy of such notice to the Administrative Agent) to the effect
that a promissory note or other evidence of indebtedness is
required or appropriate in order for such Lender Party to
evidence (whether for purposes of pledge, enforcement or
otherwise) the Advances owing to, or to be made by, such Lender
Party, the Borrower shall promptly execute and deliver to such
Lender Party, with a copy to the Administrative Agent, a Note in
substantially the form of Exhibit A hereto, payable to the order
of such Lender Party in a principal amount equal to the Working
Capital Commitment of such Lender Party.  All references to Notes
in the Loan Documents shall mean Notes, if any, to the extent
issued hereunder.

          (b)  The Register maintained by the Administrative
Agent pursuant to Section 9.07(d) shall include a control
account, and a subsidiary account for each Lender Party, in which
accounts (taken together) shall be recorded (i) the date and
amount of each Borrowing made hereunder, the Type of Advances
comprising such Borrowing and, if appropriate, the Interest
Period applicable thereto, (ii) the terms of each Assignment and
Acceptance delivered to and accepted by it, (iii) the amount of
any principal or interest due and payable or to become due and
payable from the Borrower to each Lender Party hereunder, and
(iv) the amount of any sum received by the Administrative Agent
from the Borrower hereunder and each Lender Party's share
thereof.

          (c)  Entries made in good faith by the Administrative
Agent in the Register pursuant to subsection (b) above, and by
each Lender Party in its account or accounts pursuant to
subsection (a) above, shall be prima facie evidence of the amount
of principal and interest due and payable or to become due and
payable from the Borrower to, in the case of the Register, each
Lender Party and, in the case of such account or accounts, such
Lender Party, under this Agreement, absent manifest error;
provided, however, that the failure of the Administrative Agent
or such Lender Party to make an entry, or any finding that an
entry is incorrect, in the Register or such account or accounts
shall not limit or otherwise affect the obligations of the
Borrower under this Agreement.

                            ARTICLE 3

                    CONDITIONS OF LENDING AND
                 ISSUANCES OF LETTERS OF CREDIT

          SECTION 3.01   Conditions Precedent to Initial Extension of
Credit

          .  The obligation of each Lender to make an Advance or
of the Issuing Bank to issue a Letter of Credit on the occasion
of the Initial Extension of Credit hereunder is subject to the
satisfaction of the following conditions precedent before or
concurrently with the Initial Extension of Credit:

          (a)  The Administrative Agent shall have received on or
before the day of the Initial Extension of Credit the following,
each dated such day (unless otherwise specified), in form and
substance satisfactory to the Administrative Agent (unless
otherwise specified) and (except for the Notes) in sufficient
copies for each Lender Party:

               (i)  A certified copy of an order of the
          Bankruptcy Court in substantially the form of Exhibit G
          (including the Intercreditor Arrangement annexed as an
          exhibit thereto) (the "Interim Order") and the Interim
          Order shall be in full force and effect and shall not
          have been vacated, reversed, modified or amended and
          there shall be no stay of the performance of any
          obligation of the Borrower or any of the Loan Parties.
          The parties hereto acknowledge that the foregoing shall
          not preclude the entry of any order of the Bankruptcy
          Court approving or authorizing an amendment or
          modification of this Agreement or any other Loan
          Document or the Interim Order permitted by Section 9.01
          which amendment of modification shall be acceptable to
          the Lenders whose consent is required to approve such
          amendment or modification under Section 9.01.

               (ii) The Notes payable to the order of the Lenders
          to the extent requested in accordance with Section
          2.16.

               (iii)     A security agreement in substantially
          the form of Exhibit D hereto (together with each other
          security agreement and security agreement supplement
          delivered pursuant to Section 5.01(j), in each case as
          amended, the "Security Agreement"), duly executed by
          each Loan Party, together with:

                    (A)  certificates representing the Pledged
               Shares referred to therein accompanied by undated
               stock powers executed in blank and instruments
               evidencing the Pledged Debt indorsed in blank,

                    (B)  acknowledgment copies of proper
               financing statements, duly filed on or before the
               day of the Initial Extension of Credit under the
               Uniform Commercial Code of all jurisdictions that
               the Administrative Agent may deem necessary or
               desirable in order to perfect and protect the
               first priority liens and security interests
               created under the Security Agreement, covering the
               Collateral described in the Security Agreement,

                    (C)  completed requests for information,
               dated on or before the date of the Initial
               Extension of Credit, listing the financing
               statements referred to in clause (B) above and all
               other effective financing statements filed in the
               jurisdictions referred to in clause (B) above that
               name any Loan Party as debtor, together with
               copies of such other financing statements,

                    (D)  the Intellectual Property Security
               Agreement duly executed by each Loan Party,

                    (E)  evidence of the completion of all other
               recordings and filings of or with respect to the
               Security Agreement that the Administrative Agent
               may deem necessary or desirable in order to
               perfect and protect the security interest created
               thereunder,

                    (F)  evidence of the insurance required by
               the terms of the Security Agreement,

                    (G)  copies of the Assigned Agreements
               referred to in the Security Agreement, together
               with a consent to such assignment, in
               substantially the form of Exhibit B to the
               Security Agreement, duly executed by each party to
               such Assigned Agreements other than the Loan
               Parties,

                    (H)  evidence that all other action that the
               Administrative Agent may deem necessary or
               desirable in order to perfect and protect the
               first priority liens and security interests
               created under the Security Agreement has been
               taken (including, without limitation, receipt of
               duly executed payoff letters, UCC-3 termination
               statements and landlords' and bailees' waiver and
               consent agreements).

               (iv) A guaranty in substantially the form of
          Exhibit E hereto (together with each other guaranty and
          guaranty supplement delivered pursuant to
          Section 5.01(j), in each case as amended, the
          "Subsidiary Guaranty"), duly executed by each
          Subsidiary Guarantor.

               (v)  Certified copies of the resolutions of the
          Board of Directors of each Loan Party approving the
          transactions contemplated by the Transaction Documents
          and each Transaction Document to which it is or is to
          be a party, and of all documents evidencing other
          necessary corporate or other action and governmental
          and other third party approvals and consents, if any,
          with respect to the transactions contemplated by the
          Transaction Documents and each Transaction Document to
          which it is or is to be a party.

               (vi) A copy of a certificate of the Secretary of
          State of the jurisdiction of organization of each Loan
          Party, dated reasonably near the date of the Initial
          Extension of Credit, certifying (A) as to a true and
          correct copy of the charter of such Loan Party and each
          amendment thereto on file in its office and (B) that
          (1) such amendments are the only amendments to such
          Loan Party's charter on file in its office, (2) such
          Loan Party has paid all franchise taxes to the date of
          such certificate and (3) such Loan Party is duly
          organized and in good standing or presently subsisting
          under the laws of the State of the jurisdiction of its
          organization.

               (vii)     A copy of a certificate of the Secretary
          of State of each of the States listed on Schedule
          3.01(a)(vii), dated reasonably near the date of the
          Initial Extension of Credit, with respect to each Loan
          Party as listed on Schedule 3.01(a)(vii), stating that
          such Loan Party is duly qualified and in good standing
          as a foreign corporation and has filed all annual
          reports required to be filed to the date of such
          certificate.

               (viii)    A certificate of each Loan Party, signed
          on behalf of such Loan Party by its President or a Vice
          President and its Secretary or any Assistant Secretary,
          dated the date of the Initial Extension of Credit (the
          statements made in which certificate shall be true on
          and as of the date of the Initial Extension of Credit),
          certifying as to (A) the absence of any amendments to
          the charter of such Loan Party since the date of the
          Secretary of State's certificate referred to in
          Section 3.01(a)(vi), (B) a true and correct copy of the
          bylaws of such Loan Party as in effect on the date on
          which the resolutions referred to in Section 3.01(a)(v)
          were adopted and on the date of the Initial Extension
          of Credit, (C) the due incorporation and good standing
          or valid existence of such Loan Party under the laws of
          the jurisdiction of its organization, and the absence
          of any proceeding for the dissolution or liquidation of
          such Loan Party (D) the truth of the representations
          and warranties contained in the Loan Documents as
          though made on and as of the date of the Initial
          Extension of Credit and (E) the absence of any event
          occurring and continuing, or resulting from the Initial
          Extension of Credit, that constitutes a Default.

               (ix) A certificate of the Secretary or an
          Assistant Secretary of each Loan Party certifying the
          names and true signatures of the officers of such Loan
          Party authorized to sign each Transaction Document to
          which it is or is to be a party and the other documents
          to be delivered hereunder and thereunder.

               (x)  Certified copies of each of the Related
          Documents, duly executed by the parties thereto and in
          form and substance satisfactory to the Lender Parties,
          together with all agreements, instruments and other
          documents delivered in connection therewith as the
          Administrative Agent shall request.

               (xi) Such financial, business and other
          information regarding each Loan Party and its
          Subsidiaries as the Lender Parties shall have
          requested, including, without limitation, information
          as to possible contingent liabilities, tax matters,
          environmental matters, obligations under Plans,
          Multiemployer Plans and Welfare Plans, collective
          bargaining agreements and other arrangements with
          employees, unaudited annual financial statements dated
          January 31, 2000, interim monthly financial statements
          through the end of April 30, 2000, pro forma financial
          statements as to the Parent Guarantor and forecasts
          prepared by management of the Parent Guarantor, in form
          and substance satisfactory to the Lender Parties, of
          balance sheets, income statements and cash flow
          statements on a monthly basis following the day of the
          Initial Extension of Credit through the end of Fiscal
          Year 2000 and on an annual basis for each year
          thereafter until the Termination Date.

               (xii)     A letter, in form and substance
          satisfactory to the Administrative Agent, from the
          Parent Guarantor to PricewaterhouseCoopers LLC, its
          independent certified public accountants, advising such
          accountants that the Agents and the Lender Parties have
          been authorized to exercise all rights of the Parent
          Guarantor to request such accountants to disclose any
          and all financial statements and any other information
          of any kind that they may have with respect to the
          Parent Guarantor and its Subsidiaries and requesting
          such accountants to comply with any reasonable request
          of any Agent or any Lender Party for such information.

               (xiii)    Evidence of insurance naming the
          Collateral Agent as additional insured and loss payee
          with such responsible and reputable insurance companies
          or associations, and in such amounts and covering such
          risks, as is satisfactory to the Lender Parties,
          including, without limitation, business interruption
          insurance.

               (xiv)     Certified copies of each employment
          agreement and other compensation arrangement in excess
          of $100,000 with each executive officer of any Loan
          Party or any of its Subsidiaries (the "Employment
          Agreements").

               (xv) A Notice of Borrowing or Notice of Issuance,
          as applicable, and a Borrowing Base Certificate
          relating to the Initial Extension of Credit which shall
          reflect an Excess Availability in an amount not less
          than $45,000,000.

               (xvi)     A favorable opinion of McKinney &
          Stringer, counsel for the Loan Parties, in
          substantially the form of Exhibit H-1 hereto and as to
          such other matters as any Lender Party through the
          Administrative Agent may reasonably request.

               (xvii)    A favorable opinion of Wright, Lindsey &
          Jennings, LLP and McGlinchey & Stafford, a Professional
          Limited Liability Corporation, local counsels for the
          Loan Parties, each in substantially the form of
          Exhibit H-2 hereto and as to such other matters as any
          Lender Party through the Administrative Agent may
          reasonably request.

               (xviii)   A favorable opinion of Jenkens &
          Gilchrist, special bankruptcy counsel for the Loan
          Parties, in substantially the form of Exhibit H-3
          hereto and as to such other matters as any Lender Party
          through the Administrative Agent may reasonably
          request.

          (b)  All proceedings taken in connection with the
execution of this Agreement, the making of the Advances, the
issuance of any Letter of Credit, and the execution and delivery
of all other Loan Documents and all documents and papers relating
thereto shall be satisfactory to the Administrative Agent and its
counsel.  The Administrative Agent and its counsel shall have
received copies of such documents and papers as the
Administrative Agent or its counsel may reasonably request in
connection therewith, in all form and substance satisfactory to
the Administrative Agent and its counsel.

          (c)  The First Day Orders shall be reasonably
satisfactory in form and substance to the Administrative Agent,
including, without limitation, (i) an order providing for the
continuation of the pre-Filing Date cash management system of the
Borrower and the Guarantors with Citibank, N.A., as modified in
accordance with the terms of this Agreement, (ii) an order
terminating the Receivables Program and authorizing the transfer
of ownership of the Receivables under the Receivables Program to
the Borrower free and clear of any and all Liens, (iii) an order
authorizing the purchase and sale of Receivables pursuant to the
Credit Card Program, and (iv) an order transferring any Lien
granted in connection with the Pre-Petition 2000 Credit Agreement
to the Collateral Agent for the ratable benefit of the Secured
Parties.

          (d)  The Lender Parties shall be satisfied with the
legal structure and capitalization of each Loan Party and each of
its Subsidiaries the capital stock of which Subsidiaries is being
pledged pursuant to the Loan Documents, including the terms and
conditions of the charter, bylaws and each class of capital stock
or other equity interest of each Loan Party and each such
Subsidiary and of each agreement or instrument relating to such
structure or capitalization.

          (e)  The Lender Parties shall be satisfied that all
Existing Debt, other than the Debt identified on Schedule 4.01(t)
hereto (the "Surviving Debt"), has been prepaid, redeemed or
defeased in full or otherwise satisfied and extinguished and all
commitments relating thereto terminated and that all such
Surviving Debt shall be on terms and conditions reasonably
satisfactory to the Lender Parties.

          (f)  Before giving effect to the transactions
contemplated by the Transaction Documents and except as disclosed
in the Parent Guarantor's annual report on Form 10-K for the
Fiscal Year ended January 31, 2000 or otherwise disclosed to the
Lender Parties in writing prior to the date hereof, there shall
have occurred no Material Adverse Change since February 1, 2000
(other than the commencement of the Cases).

          (g)  There shall exist no action, suit, investigation,
litigation or proceeding affecting any Loan Party or any of its
Subsidiaries pending or threatened before any Governmental
Authority, that (i) would be reasonably likely to have a Material
Adverse Effect other than the matters described on
Schedule 4.01(f) hereto (the "Disclosed Litigation") and the
commencement of the Cases or (ii) purports to affect the
legality, validity or enforceability of any Transaction Document
or the consummation of the transactions contemplated by the
Transaction Documents, and there shall have been no adverse
change in the status, or financial effect on any Loan Party or
any of its Subsidiaries, of the Disclosed Litigation from that
described on Schedule 4.01(f) hereto.

          (h)  All Governmental Authorizations and third party
consents and approvals necessary in connection with the
transactions contemplated by the Transaction Documents shall have
been obtained (without the imposition of any conditions that are
not acceptable to the Lender Parties) and shall remain in effect;
and no law or regulation shall be applicable in the judgment of
the Lender Parties, in each case that restrains, prevents or
imposes materially adverse conditions upon the transactions
contemplated by the Transaction Documents or the rights of the
Loan Parties or their Subsidiaries freely to transfer or
otherwise dispose of, or to create any Lien on, any properties
now owned or hereafter acquired by any of them other than the
entry by the Bankruptcy Court of the Interim Order or the Final
Order, as applicable.

          (i)  The Lender Parties shall have completed a due
diligence investigation of the Loan Parties and their
Subsidiaries in scope (including, without limitation, a field
examination and third party appraisal of inventory), and with
results, satisfactory to the Lender Parties, and nothing shall
have come to the attention of the Lender Parties during the
course of such due diligence investigation to lead them to
believe that the Information Memorandum was or has become
misleading, incorrect or incomplete in any material respect;
without limiting the generality of the foregoing, the Lender
Parties shall have been given such access to the management,
records, books of account, contracts and properties of the Parent
Guarantor and its Subsidiaries as they shall have requested.

          (j)  The Borrower shall have paid all accrued fees of
the Agents and the Lender Parties and all reasonable accrued
expenses of the Agents (including the reasonable accrued fees and
expenses of counsel to the Administrative Agent and local counsel
to the Lender Parties).

          (k)  The Lender Parties shall be satisfied with the
Parent Guarantor's and the Borrower's management.

          (l)  No objection shall have been filed to the entry of
the Interim Order by the Pre-Petition Agent or any Pre-Petition
Lender.

          (m)  All obligations under the Pre-Petition 2000
Agreement and the Receivables Program shall, in each case, be
repaid and satisfied in full by the initial Borrowing hereunder.

          SECTION 3.02   Conditions Precedent to Each Borrowing, Issuance
and Increase of Available Amount

          .  The obligation of each Appropriate Lender to make an
Advance (other than a Letter of Credit Advance made by the
Issuing Bank or a Working Capital Lender pursuant to
Section 2.03(c) and a Swing Line Advance made by a Working
Capital Lender pursuant to Section 2.02(b)) on the occasion of
each Borrowing (including the initial Borrowing) and the
obligation of the Issuing Bank to issue a Letter of Credit
(including the initial issuance), renew a Letter of Credit, the
right of the Borrower to request a Swing Line Borrowing shall be
subject to the further conditions precedent that on the date of
such Borrowing, issuance, renewal or increase (a) the following
statements shall be true (and each of the giving of the
applicable Notice of Borrowing, Notice of Swing Line Borrowing,
Notice of Issuance, Notice of Renewal, or request for increase in
Available Amount and the acceptance by the Borrower of the
proceeds of such Borrowing or of such Letter of Credit or the
renewal of such Letter of Credit shall constitute a
representation and warranty by the Borrower that both on the date
of such notice and on the date of such Borrowing, issuance,
renewal or increase such statements are true):

               (i)  the representations and warranties contained
          in each Loan Document are correct on and as of such
          date, before and after giving effect to such Borrowing,
          issuance, renewal or increase and to the application of
          the proceeds therefrom, as though made on and as of
          such date other than any such representations or
          warranties that, by their terms, refer to a specific
          date other than the date of such Borrowing, issuance,
          renewal or increase, in which case as of such specific
          date;

               (ii) no Default has occurred and is continuing, or
          would result from such Borrowing, issuance, renewal or
          increase or from the application of the proceeds
          therefrom; and

               (iii)     for each Term Advance, Working Capital
          Advance or Swing Line Advance made by the Swing Line
          Bank or issuance or renewal of any Letter of Credit,
          (A) the sum of the Loan Values of the Eligible
          Collateral minus the Reserve Amount exceeds (B) the
          aggregate principal amount of the Term Advances plus
          Working Capital Advances plus Swing Line Advances plus
          Letter of Credit Advances to be outstanding plus the
          aggregate Available Amount of all Letters of Credit to
          be outstanding after giving effect to such Advance,
          issuance, renewal or increase, respectively;

          (b)  the Interim Order shall be in full force and
effect and shall not have been vacated, reversed, modified or
amended and there shall be no stay of the performance of any
obligation of the Borrower or any of the Loan Parties, provided
that if at the time of any Borrowing or the issuance of any
Letter of Credit the aggregate amount of either of which, when
added to the sum of the principal amount of all Advances then
outstanding plus the aggregate Available Amount under all Letters
of Credit (assuming compliance with all conditions to drawing),
would exceed such amount authorized by the Bankruptcy Court in
the Interim Order (collectively, the "Additional Credit"), the
Administrative Agent and each of the Lender Parties shall have
received a certified copy of an order of the Bankruptcy Court in
substantially the form of Exhibit G-2 (the "Final Order") and at
the time of the extension of the Additional Credit the Final
Order shall be in full force and effect, and shall not have been
vacated, reversed, modified, amended and there shall be no stay
of the performance of any obligation of the Borrower or any of
the Loan Parties (the parties hereto acknowledge that the
foregoing shall not preclude the entry of any order of the
Bankruptcy Court approving or authorizing an amendment or
modification of this Agreement or any other Loan Document or the
Interim Order permitted by Section 9.01 which amendment or
modification shall be acceptable to the Lenders whose consent is
required to approve such amendment or modification under Section
9.01); and

          (c)  the Administrative Agent shall have received such
other approvals, opinions or documents as any Appropriate Lender
through the Administrative Agent may reasonably request.

          SECTION 3.03   Conditions Precedent to each Working Capital
Borrowing, Issuance and Increase of Available Amount,

          .  The obligations of each Working Capital Lender to
make an Advance (other than a Letter of Credit Advance made by
the Issuing Bank or a Working Capital Lender pursuant to
Section 2.03(c) and a Swing Line Advance made by a Working
Capital Lender pursuant to Section 2.02(b)) on the occasion of
each Borrowing (including the initial Borrowing) and the
obligation of the Issuing Bank to issue a Letter of Credit
(including the initial issuance), renew a Letter of Credit, the
right of the Borrower to request a Swing Line Borrowing shall be
subject to the further condition precedent that on the date of
such Borrowing, issuance, renewal or increase there shall be no
unused Term Commitments.

          SECTION 3.04   Determinations Under Section 3.01

          .  For purposes of determining compliance with the
conditions specified in Section 3.01, each Lender Party shall be
deemed to have consented to, approved or accepted or to be
satisfied with each document or other matter required thereunder
to be consented to or approved by or acceptable or satisfactory
to the Lender Parties unless an officer of the Administrative
Agent responsible for the transactions contemplated by the Loan
Documents shall have received notice from such Lender Party prior
to the Initial Extension of Credit specifying its objection
thereto and if the Initial Extension of Credit consists of a
Borrowing, such Lender Party shall not have made available to the
Administrative Agent such Lender Party's ratable portion of such
Borrowing.

                            ARTICLE 4

                 REPRESENTATIONS AND WARRANTIES



          SECTION 4.01   Representations and Warranties of the Borrower and
the Parent Guarantor

          .  The Borrower and the Parent Guarantor represents and
warrants as follows:

          (a)  Each Loan Party and each of its Subsidiaries
(i) is duly organized, validly existing and in good standing
under the laws of the jurisdiction of its organization, (ii) is
duly qualified as a foreign corporation, foreign limited
liability company or foreign limited partnership, as the case may
be, and in good standing in each other jurisdiction in which it
owns or leases property or in which the conduct of its business
requires it to so qualify or be licensed except where the failure
to qualify or be licensed would not be reasonably likely to have
a Material Adverse Effect  and (iii) has all requisite power and
authority (including, without limitation, all Governmental
Authorizations) to own or lease and operate its properties and to
carry on its business as now conducted and as proposed to be
conducted.

          (b)  Set forth on Schedule 4.01(b) hereto is a complete
and accurate list of all Subsidiaries of each Loan Party, showing
as of the date hereof (as to each such Subsidiary) the
jurisdiction of its organization, the number of shares of each
class of capital stock authorized, and the number outstanding, on
the date hereof and the percentage of the outstanding shares of
each such class owned (directly or indirectly) by such Loan Party
and the number of shares covered by all outstanding options,
warrants, rights of conversion or purchase and similar rights at
the date hereof.  All of the outstanding capital stock of all of
each Loan Party's Subsidiaries have been validly issued, is fully
paid and non-assessable and is owned by such Loan Party or one or
more of its Subsidiaries free and clear of all Liens, except
those created under the Collateral Documents and Liens permitted
under Section 5.01(a).

          (c)  The execution, delivery and performance by each
Loan Party of each Transaction Document to which it is or is to
be a party, and the consummation of the transactions contemplated
by the Transaction Documents, are within such Loan Party's
powers, have been duly authorized by all necessary corporate or
other action and are authorized by the Interim Order or the Final
Order, as applicable, and do not (i) contravene such Loan Party's
charter or bylaws, (ii) violate any law, rule, regulation
(including, without limitation, Regulation X of the Board of
Governors of the Federal Reserve System), order, writ, judgment,
injunction, decree, determination or award, (iii) conflict with
or result in the breach of, or constitute a default or require
any payment to be made under, any contract, loan agreement,
indenture, mortgage, deed of trust, lease or other instrument
binding on or affecting any Loan Party, any of its Subsidiaries
or any of their properties entered into after the Filing Date, or
(iv) except for the Liens created under the Loan Documents, the
Interim Order, and the Final Order, result in or require the
creation or imposition of any Lien upon or with respect to any of
the properties of any Loan Party or any of its Subsidiaries.  No
Loan Party or any of its Subsidiaries is in violation of any such
law, rule, regulation, order, writ, judgment, injunction, decree,
determination or award or in breach of any such contract, loan
agreement, indenture, mortgage, deed of trust, lease or other
instrument, the violation or breach of which could be reasonably
likely to have a Material Adverse Effect.

          (d)  No Governmental Authorization, and no notice to or
filing with, any Governmental Authority or any other third party
is required for (i) the due execution, delivery, recordation,
filing or performance by any Loan Party of any Transaction
Document to which it is or is to be a party, or for the
consummation of the transactions contemplated by the Transaction
Documents, (ii) the grant by any Loan Party of the Liens granted
by it pursuant to the Collateral Documents, (iii) the perfection
or maintenance of the Liens created under the Collateral
Documents (including the first priority nature thereof) or
(iv) the exercise by any Agent or any Lender Party of its rights
under the Loan Documents or the remedies in respect of the
Collateral pursuant to the Collateral Documents, except for (x)
the entry by the Bankruptcy Court of the Interim Order or the
Final Order, as applicable, and (y) the authorizations,
approvals, actions, notices and filings listed on
Schedule 4.01(d) hereto, all of which have been duly obtained,
taken, given or made and are in full force and effect.

          (e)  This Agreement has been, and each other
Transaction Document when delivered hereunder will have been,
duly executed and delivered by each Loan Party party thereto.
This Agreement is, and each other Transaction Document when
delivered hereunder will be, the legal, valid and binding
obligation of each Loan Party party thereto, enforceable against
such Loan Party in accordance with its terms and the Interim
Order or the Final Order as applicable.

          (f)  There is no action, suit, investigation,
litigation or proceeding affecting any Loan Party or any of its
Subsidiaries, including any Environmental Action, pending or
threatened before any Governmental Authority that (i) would be
reasonably likely to have a Material Adverse Effect (other than
the Disclosed Litigation) or (ii) purports to affect the
legality, validity or enforceability of any Transaction Document
or the consummation of the transactions contemplated by the
Transaction Documents other than the Interim Order and the Final
Order, and there has been no adverse change in the status, or
financial effect on any Loan Party or any of its Subsidiaries, of
the Disclosed Litigation from that described on Schedule 4.01(f)
hereto.

          (g)  The Consolidated balance sheets of the Parent
Guarantor and its Subsidiaries as at January 31, 2000, and the
related Consolidated statements of income and Consolidated
statement of cash flows of the Parent Guarantor and its
Subsidiaries for the fiscal year then ended, prepared by
management of the Parent Guarantor, and the Consolidated and
Consolidating balance sheets of the Parent Guarantor and its
Subsidiaries as at April 30, 2000, and the related Consolidated
and Consolidating statements of income and Consolidated statement
of cash flows of the Parent Guarantor and its Subsidiaries for
the three months then ended, duly certified by the principal
financial officer of the Parent Guarantor, copies of which have
been furnished to each Lender Party, fairly present, subject, in
the case of said balance sheet as at April 30, 2000, and said
statements of income and cash flows for the three months then
ended, to year-end audit adjustments, the Consolidated and
Consolidating financial condition of the Parent Guarantor and its
Subsidiaries as at such dates and the Consolidated and
Consolidating results of operations of the Parent Guarantor and
its Subsidiaries for the periods ended on such dates, all in
accordance with generally accepted accounting principles applied
on a consistent basis, and, except as disclosed to the Lender
Parties in writing prior to the date hereof, since February 1,
2000, there has been no Material Adverse Change (other than the
commencement of the Cases).

          (h)  Intentionally Omitted.

          (i)  The Consolidated and Consolidating forecasted
balance sheets, statements of income and statements of cash flows
of the Parent Guarantor and its Subsidiaries delivered to the
Lender Parties pursuant to Section 3.01(a)(xi) or 5.03 were
prepared in good faith on the basis of the assumptions stated
therein, which assumptions were fair in light of the conditions
existing at the time of delivery of such forecasts, and
represented, at the time of delivery, the Parent Guarantor's best
estimate of its future financial performance.

          (j)  Neither the Information Memorandum nor any other
information, exhibit or report furnished by or on behalf of any
Loan Party to any Agent or any Lender Party (whether or not in
writing) in connection with the negotiation and syndication of
the Loan Documents or pursuant to the terms of the Loan Documents
contained any untrue statement of a material fact or omitted to
state a material fact necessary to make the statements made
therein not misleading as of the date such information was
furnished and on the date of the Initial Extension of Credit.

          (k)  No Loan Party is engaged in the business of
extending credit for the purpose of purchasing or carrying Margin
Stock, and no proceeds of any Advance or drawings under any
Letter of Credit will be used to purchase or carry any Margin
Stock or to extend credit to others for the purpose of purchasing
or carrying any Margin Stock.

          (l)  Neither any Loan Party nor any of its Subsidiaries
is an "investment company," or an "affiliated person" of, or
"promoter" or "principal underwriter" for, an "investment
company," as such terms are defined in the Investment Company Act
of 1940, as amended.  Neither any Loan Party nor any of its
Subsidiaries is a "holding company", or a "subsidiary company" of
a "holding company", or an "affiliate" of a "holding company" or
of a "subsidiary company" or a "holding company", as such terms
are defined in the Public Utility Holding Company Act of 1935, as
amended.  Neither the making of any Advances, nor the issuance of
any Letters of Credit, nor the application of the proceeds or
repayment thereof by the Borrower, nor the consummation of the
other transactions contemplated by the Transaction Documents,
will violate any provision of any such Act or any rule,
regulation or order of the Securities and Exchange Commission
thereunder.

          (m)  Neither any Loan Party nor any of its Subsidiaries
is a party to any indenture, loan or credit agreement or any
lease or other agreement or instrument or subject to any charter
or corporate restriction that would be reasonably likely to have
a Material Adverse Effect.

          (n)  Each of the Interim Order and the Final Order, as
applicable, creates in favor of the Collateral Agent for the
benefit of the Secured Parties, a legal, valid and enforceable
security interest in the Collateral and each of the Interim Order
and the Final Order, as applicable, constitutes the creation of a
fully perfected first priority lien on, and security interest in,
all right, title and interest of the grantors thereunder in such
Collateral in each case prior and superior in right to any
Person, except as otherwise provided in the Interim Order and the
Final Order, as applicable.  The Loan Parties are the legal and
beneficial owners of the Collateral free and clear of any Lien,
except for the liens and security interests created or permitted
under the Loan Documents, the Interim Order and the Final Order.

          (o)  (i)  No ERISA Event has occurred or is reasonably
expected to occur with respect to any Plan.

               (ii) Neither any Loan Party nor any ERISA
Affiliate has incurred or is reasonably expected to incur any
Withdrawal Liability to any Multiemployer Plan.

               (iii)     Neither any Loan Party nor any ERISA
Affiliate has been notified by the sponsor of a Multiemployer
Plan that such Multiemployer Plan is in reorganization or has
been terminated, within the meaning of Title IV of ERISA, and no
such Multiemployer Plan is reasonably expected to be in
reorganization or to be terminated, within the meaning of
Title IV of ERISA.

               (iv) Schedule B (Actuarial Information) to the
most recent annual report (Form 5500 Series) for each Plan,
copies of which have been filed with the Internal Revenue Service
and furnished to the Lender Parties, is complete and accurate and
fairly presents the funding status of such Plan, and since the
date of such Schedule B there has been no material adverse change
in such funding status.

          (p)  (i)  The operations and properties of each Loan
Party and each of its Subsidiaries comply in all material
respects with all applicable Environmental Laws and Environmental
Permits, all past non-compliance with such Environmental Laws and
Environmental Permits has been resolved without ongoing
obligations or costs, and no circumstances exist that would be
reasonably likely to (A) form the basis of an Environmental
Action against any Loan Party or any of its Subsidiaries or any
of their properties that could have a Material Adverse Effect or
(B) cause any such property to be subject to any restrictions on
ownership, occupancy, use or transferability under any
Environmental Law.

               (ii) To the best of the Borrower's knowledge, none
of the properties currently or formerly owned or operated by any
Loan Party or any of its Subsidiaries is listed or proposed for
listing on the NPL or on the CERCLIS or any analogous foreign,
state or local list or is adjacent to any such property; there
are no and never have been any underground or aboveground storage
tanks or any surface impoundments, septic tanks, pits, sumps or
lagoons in which Hazardous Materials are being or have been
treated, stored or disposed on any property currently owned or
operated by any Loan Party or any of its Subsidiaries or, to the
best of its knowledge, on any property formerly owned or operated
by any Loan Party or any of its Subsidiaries; there is no
asbestos or asbestos-containing material on any property
currently owned or operated by any Loan Party or any of its
Subsidiaries; and to the best of the Borrower's knowledge,
Hazardous Materials have not been released, discharged or
disposed of on any property currently or formerly owned or
operated by any Loan Party or any of its Subsidiaries in
violation of Environmental Laws except, in each case, where non-
compliance with the foregoing is not reasonably likely to have a
Material Adverse Effect.

               (iii)     Neither any Loan Party nor any of its
Subsidiaries is undertaking, and has not completed, either
individually or together with other potentially responsible
parties, any investigation or assessment or remedial or response
action relating to any actual or threatened release, discharge or
disposal of Hazardous Materials in violation of Environmental
Laws at any site, location or operation, either voluntarily or
pursuant to the order of any governmental or regulatory authority
or the requirements of any Environmental Law; and all Hazardous
Materials generated, used, treated, handled or stored at, or
transported to or from, any property currently or formerly owned
or operated by any Loan Party or any of its Subsidiaries have
been disposed of in a manner not reasonably expected to result in
material liability to any Loan Party or any of its Subsidiaries.

          (q)  (i)  Each Loan Party and each of its Subsidiaries
and Affiliates has filed, has caused to be filed or has been
included in all tax returns (Federal, state, local and foreign)
required to be filed and has paid all taxes shown thereon to be
due, together with applicable interest and penalties, except (i)
to the extent prohibited by the Bankruptcy Code in connection
with the Cases or (ii) where being contested in good faith and by
proper proceedings and as to which appropriate reserves are being
maintained.

               (ii) Set forth on Schedule 4.01(q) hereto is a
complete and accurate list, as of the date hereof, of each
taxable year of each Loan Party and each of its Subsidiaries and
Affiliates for which Federal income tax returns have been filed
and for which the expiration of the applicable statute of
limitations for assessment or collection has not occurred by
reason of extension or otherwise (an "Open Year").

               (iii)     The aggregate unpaid amount, as of the
date hereof, of adjustments to the Federal income tax liability
of each Loan Party and each of its Subsidiaries and Affiliates
proposed by the Internal Revenue Service with respect to Open
Years does not exceed $500,000.  No issues have been raised by
the Internal Revenue Service in respect of Open Years that, in
the aggregate, would be reasonably likely to have a Material
Adverse Effect.

               (iv) The aggregate unpaid amount, as of the date
hereof, of adjustments to the state, local and foreign tax
liability of each Loan Party and its Subsidiaries and Affiliates
proposed by all state, local and foreign taxing authorities
(other than amounts arising from adjustments to Federal income
tax returns) does not exceed $250,000.  No issues have been
raised by such taxing authorities that, in the aggregate, would
be reasonably likely to have a Material Adverse Effect.

          (r)  Neither the business nor the properties of any
Loan Party or any of its Subsidiaries are affected by any fire,
explosion, accident, strike, lockout or other labor dispute,
drought, storm, hail, earthquake, embargo, act of God or of the
public enemy or other casualty (whether or not covered by
insurance) that would be reasonably likely to have a Material
Adverse Effect.

          (s)  Set forth on Schedule 4.01(s) hereto is a complete
and accurate list of all Existing Debt separately identified by
category (e.g. trade payables, payroll, Debt for  Borrowed Money
and other) incurred prior to the Filing Date.  There are no
material liabilities or obligations for Debt other than (i) the
liabilities and obligations listed on Schedule 4.01(t) or (ii)
the Obligations.

          (t)  Set forth on Schedule 4.01(t) hereto is a complete
and accurate list of all Surviving Debt, showing as of the date
hereof the principal amount outstanding or, in the case of a
revolving credit facility, the aggregate amount of the
commitments thereunder, the maturity date thereof and the
amortization schedule therefor.

          (u)  Set forth on Schedule 4.01(u) hereto is a complete
and accurate list of all real property owned by any Loan Party or
any of its Subsidiaries, showing as of the date hereof the street
address, county or other relevant jurisdiction, state, record
owner and book and estimated fair value thereof.  Each Loan Party
or such Subsidiary has good, marketable and insurable fee simple
title to such real property, free and clear of all Liens, other
than Liens created or permitted by the Loan Documents.

          (v)  Set forth on Schedule 4.01(v) hereto is a complete
and accurate list of all leases of real property under which any
Loan Party or any of its Subsidiaries is the lessee, showing as
of the date hereof the street address, county or other relevant
jurisdiction, state, lessor, lessee, expiration date and annual
rental cost thereof.  Each such lease is the legal, valid and
binding obligation of the lessor thereof, enforceable in
accordance with its terms.

          (w)  Set forth on Schedule 4.01(w) hereto is a complete
and accurate list of all Investments (other than Receivables
arising from the Credit Card Program) held by any Loan Party or
any of its Subsidiaries on the date hereof, showing as of the
date hereof the amount, obligor or issuer and maturity, if any,
thereof.

          (x)  Set forth on Schedule 4.01(x) hereto is a complete
and accurate list of all patents, trademarks, trade names,
service marks and copyrights, and all applications therefor and
licenses thereof, of each Loan Party or any of its Subsidiaries,
showing as of the date hereof the jurisdiction in which
registered, the registration number, the date of registration and
the expiration date.

          (y)  The Parent Guarantor has, independently and
without reliance upon the Administrative Agent or any Lender
Party and based on such documents and information as it has
deemed appropriate, made its own credit analysis and decision to
enter into the Parent Guaranty and each other Loan Document to
which it is or is to be a party, and the Parent Guarantor has
established adequate means of obtaining from each Loan Party on a
continuing basis information pertaining to, and is now and on a
continuing basis will be completely familiar with, the business,
condition (financial or otherwise), operations, performance,
properties and prospects of such Loan Party.

                            ARTICLE 5

       COVENANTS OF THE BORROWER AND THE PARENT GUARANTOR



          SECTION 5.01   Affirmative Covenants

          .  So long as any Advance or any other Obligation of
any Loan Party under any Loan Document shall remain unpaid, any
Letter of Credit shall be outstanding or any Lender Party shall
have any Commitment hereunder, the Borrower and the Parent
Guarantor will:

          (a)  Compliance with Laws, Etc.  Comply, and cause each
of its Subsidiaries to comply, in all material respects, with all
applicable laws, rules, regulations and orders, such compliance
to include, without limitation, compliance with ERISA and the
Racketeer Influenced and Corrupt Organizations Chapter of the
Organized Crime Control Act of 1970, except, in each case, where
the non-compliance with the foregoing is not reasonably likely to
have a Material Adverse Effect; provided, however, each Loan
Party shall comply in all respects with (i) the Bankruptcy Code,
(ii) the Federal Rules of Bankruptcy Procedure and (iii) the
local rules and orders of the Bankruptcy Court.

          (b)  Payment of Taxes, Etc.  Pay and discharge, and
cause each of its Subsidiaries to pay and discharge, before the
same shall become delinquent to the extent permitted or required
under the Bankruptcy Code and by the Bankruptcy Court, (i) all
taxes, assessments and governmental charges or levies imposed
upon it or upon its property and (ii) all lawful claims that, if
unpaid, might by law become a Lien upon its property; provided,
however, that neither the Parent Guarantor nor any of its
Subsidiaries shall be required to pay or discharge any such tax,
assessment, charge or claim that is being contested in good faith
and by proper proceedings and as to which appropriate reserves
are being maintained, unless and until any Lien resulting
therefrom attaches to its property and becomes enforceable
against its other creditors.

          (c)  Compliance with Environmental Laws.  Comply, and
cause each of its Subsidiaries and all lessees and other Persons
operating or occupying its properties to comply, in all material
respects, with all applicable Environmental Laws and
Environmental Permits; obtain and renew, and cause each of its
Subsidiaries to obtain and renew, all Environmental Permits
necessary for its operations and properties; and conduct, and
cause each of its Subsidiaries to conduct, any investigation,
study, sampling and testing, and undertake any cleanup, removal,
remedial or other action necessary to remove, mitigate and clean
up all Hazardous Materials from any of its properties, in
accordance with the requirements of all Environmental Laws,
except if the failure to remove or clean up such Hazardous
Materials is not reasonably likely to have a Material Adverse
Effect; provided, however, that neither the Parent Guarantor nor
any of its Subsidiaries shall be required to undertake any such
cleanup, removal, remedial or other action to the extent that its
obligation to do so is being contested in good faith and by
proper proceedings and appropriate reserves are being maintained
with respect to such circumstances.

          (d)  Maintenance of Insurance.  Maintain, and cause
each of its Subsidiaries to maintain, insurance with responsible
and reputable insurance companies or associations in such amounts
and covering such risks as is usually carried by companies
engaged in similar businesses and owning similar properties in
the same general areas in which the Parent Guarantor or such
Subsidiary operates.

          (e)  Preservation of Legal Existence, Etc.  Preserve
and maintain, and cause each of its Subsidiaries to preserve and
maintain, its existence, legal structure, legal name, rights
(charter and statutory), permits, licenses, approvals, privileges
and franchises; provided, however, that the Parent Guarantor and
its Subsidiaries may consummate any merger or consolidation
permitted under Section 5.02(d) and provided further that neither
the Parent Guarantor nor any of its Subsidiaries shall be
required to preserve any right, permit, license, approval,
privilege or franchise if the Board of Directors of the Parent
Guarantor or such Subsidiary shall determine that the
preservation thereof is no longer desirable in the conduct of the
business of the Parent Guarantor or such Subsidiary, as the case
may be, and that the loss thereof is not disadvantageous in any
material respect to the Parent Guarantor, such Subsidiary or the
Lender Parties.

          (f)  Visitation Rights.  At any reasonable time and
from time to time, permit any of the Agents or any of the Lender
Parties or any agents or representatives thereof, to examine and
make copies of and abstracts from the records and books of
account of, and visit the properties of, the Parent Guarantor and
any of its Subsidiaries, and to discuss the affairs, finances and
accounts of the Parent Guarantor and any of its Subsidiaries with
any of their officers or directors and with their independent
certified public accountants.

          (g)  Keeping of Books.  Keep, and cause each of its
Subsidiaries to keep, proper books of record and account, in
which full and correct entries shall be made of all financial
transactions and the assets and business of the Parent Guarantor
and each such Subsidiary in accordance with generally accepted
accounting principles in effect from time to time.

          (h)  Maintenance of Properties, Etc.  Maintain and
preserve, and cause each of its Subsidiaries to maintain and
preserve, all of its properties that are used or useful in the
conduct of its business in good working order and condition,
ordinary wear and tear excepted.

          (i)  Transactions with Affiliates.  Conduct, and cause
each of its Subsidiaries to conduct, all transactions otherwise
permitted under the Loan Documents with any of their Affiliates
on terms that are fair and reasonable and no less favorable to
the Parent Guarantor or such Subsidiary than it would obtain in a
comparable arm's-length transaction with a Person not an
Affiliate; provided, however, that all transactions with
Non-Filing subsidiaries are prohibited other than the
transactions expressly permitted in Section 5.02(y).

          (j)  Covenant to Guarantee Obligations and Give
Security.  Upon (x) the request of the Collateral Agent following
the occurrence and during the continuance of a Default, (y) the
formation or acquisition of any new direct or indirect
Subsidiaries by any Loan Party or (z) the acquisition of any
property by any Loan Party, and such property, in the judgment of
the Collateral Agent, shall not already be subject to a perfected
first priority security interest in favor of the Collateral Agent
for the benefit of the Secured Parties, then, in each case at the
Borrower's expense:

               (i)  in connection with the formation or
          acquisition of a Subsidiary, within 10 days after such
          formation or acquisition, cause each such Subsidiary,
          and cause each direct and indirect parent of such
          Subsidiary (if it has not already done so), to duly
          execute and deliver to the Collateral Agent a guaranty
          or guaranty supplement, in form and substance
          satisfactory to the Collateral Agent, guaranteeing the
          other Loan Parties' obligations under the Loan
          Documents,

               (ii) within 10 days after such request, formation
          or acquisition, furnish to the Collateral Agent a
          description of the real and personal properties of the
          Loan Parties and their respective Subsidiaries in
          detail satisfactory to the Collateral Agent,

               (iii)     within 15 days after such request,
          formation or acquisition, duly execute and deliver, and
          cause each such Subsidiary and each direct and indirect
          parent of such Subsidiary (if it has not already done
          so) to duly execute and deliver, to the Collateral
          Agent mortgages, pledges, assignments, security
          agreement supplements, intellectual property security
          agreement supplements and other security agreements, as
          specified by and in form and substance satisfactory to
          the Collateral Agent, securing payment of all the
          Obligations of the applicable Loan Party, such
          Subsidiary or such parent, as the case may be, under
          the Loan Documents and constituting Liens on all such
          properties,

               (iv) within 30 days after such request, formation
          or acquisition, take, and cause each such Subsidiary
          and each direct or indirect parent to take, whatever
          action (including, without limitation, the recording of
          mortgages, the filing of Uniform Commercial Code
          financing statements and the giving of notices) may be
          necessary or advisable in the opinion of the Collateral
          Agent to vest in the Collateral Agent (or in any
          representative of the Collateral Agent designated by
          it) valid and subsisting Liens on the properties
          purported to be subject to the mortgages, pledges,
          assignments, security agreement supplements,
          intellectual property security agreement supplements
          and security agreements delivered pursuant to this
          Section 5.01(j), enforceable against all third parties
          in accordance with their terms,

               (v)  within 60 days after such request, formation
          or acquisition, deliver to the Collateral Agent, upon
          the request of the Collateral Agent in its reasonable
          discretion, a signed copy of a favorable opinion,
          addressed to the Collateral Agent and the other Secured
          Parties, of counsel for the Loan Parties acceptable to
          the Collateral Agent as to the matters contained in
          clauses (i), (iii) and (iv) above, as to such
          guaranties, guaranty supplements, pledges, assignments,
          security agreement supplements and security agreements
          being legal, valid and binding obligations of each Loan
          Party thereto enforceable in accordance with their
          terms and as to such other matters as the Collateral
          Agent may reasonably request,

               (vi) as promptly as practicable after such
          request, formation or acquisition, deliver, upon the
          request of the Collateral Agent in its reasonable
          discretion, to the Collateral Agent with respect to
          each parcel of real property owned or held by the
          entity that is the subject of such request, formation
          or acquisition title reports, surveys and engineering,
          soils and other reports, and environmental assessment
          reports, each in scope, form and substance satisfactory
          to the Collateral Agent, provided, however, that to the
          extent that any Loan Party or any of its Subsidiaries
          shall have otherwise received any of the foregoing
          items with respect to such real property, such items
          shall, promptly after the receipt thereof, be delivered
          to the Collateral Agent,

               (vii)     upon the occurrence and during the
          continuance of a Default, promptly cause to be
          deposited any and all cash dividends paid or payable to
          it or any of its Subsidiaries from any of its
          Subsidiaries from time to time into the Collateral
          Account, and with respect to all other dividends paid
          or payable to it or any of its Subsidiaries from time
          to time, promptly execute and deliver, or cause such
          Subsidiary to promptly execute and deliver, as the case
          may be, any and all further instruments and take or
          cause such Subsidiary to take, as the case may be, all
          such other action as the Collateral Agent may deem
          necessary or desirable in order to obtain and maintain
          from and after the time such dividend is paid or
          payable a perfected, first priority lien on and
          security interest in such dividends, and

               (viii)    at any time and from time to time,
          promptly execute and deliver any and all further
          instruments and documents and take all such other
          action as the Collateral Agent may deem necessary or
          desirable in obtaining the full benefits of, or in
          perfecting and preserving the Liens of, such
          guaranties, mortgages, pledges, assignments, security
          agreement supplements, intellectual property security
          agreement supplements and security agreements.

          (k)  Further Assurances.  (i)  Promptly upon request by
any Agent, or any Lender Party through the Administrative Agent,
correct, and cause each of its Subsidiaries promptly to correct,
any material defect or error that may be discovered in any Loan
Document or in the execution, acknowledgment, filing or
recordation thereof, and

               (ii) Promptly upon request by any Agent, or any
          Lender Party through the Administrative Agent, do,
          execute, acknowledge, deliver, record, re-record, file,
          re-file, register and re-register any and all such
          further acts, deeds, conveyances, pledge agreements,
          assignments, financing statements and continuations
          thereof, termination statements, notices of assignment,
          transfers, certificates, assurances and other
          instruments as any Agent, or any Lender Party through
          the Administrative Agent, may reasonably require from
          time to time in order to (A) carry out more effectively
          the purposes of the Loan Documents, the Interim Order
          and the Final Order, as applicable (B) to the fullest
          extent permitted by applicable law, subject any Loan
          Party's or any of its Subsidiaries' properties, assets,
          rights or interests to the Liens now or hereafter
          intended to be covered by any of the Collateral
          Documents, (C) perfect and maintain the validity,
          effectiveness and priority of any of the Collateral
          Documents and any of the Liens intended to be created
          thereunder and (D) assure, convey, grant, assign,
          transfer, preserve, protect and confirm more
          effectively unto the Secured Parties the rights granted
          or now or hereafter intended to be granted to the
          Secured Parties under any Loan Document or under any
          other instrument executed in connection with any Loan
          Document to which any Loan Party or any of its
          Subsidiaries is or is to be a party, and cause each of
          its Subsidiaries to do so.

          (l)  Performance of Related Documents.  Perform and
observe, and cause each of its Subsidiaries to perform and
observe, all of the terms and provisions of each Related Document
to be performed or observed by it, maintain each such Related
Document in full force and effect, enforce such Related Document
in accordance with its terms, take all such action to such end as
may be from time to time requested by the Administrative Agent
and, upon request of the Administrative Agent, make to each other
party to each such Related Document such demands and requests for
information and reports or for action as any Loan Party or any of
its Subsidiaries is entitled to make under such Related Document
except as expressly otherwise permitted under the Bankruptcy
Code.

          (m)  Compliance with Terms of Leaseholds.  Make all
payments and otherwise perform all obligations in respect of all
leases of real property to which the Parent Guarantor or any of
its Subsidiaries is a party, keep such leases in full force and
effect and not allow such leases to lapse or be terminated or any
rights to renew such leases to be forfeited or canceled except as
expressly permitted under Section 365 of the Bankruptcy Code and
consented to by the Administrative Agent in writing prior to such
action being taken (such consent not to be unreasonably
withheld), notify the Administrative Agent of any default by any
party with respect to such leases and cooperate with the
Administrative Agent in all respects to cure any such default,
and cause each of its Subsidiaries to do so.

          (n)  Cash Concentration Account; L/C Collateral
Account.  Maintain, and cause each of its Subsidiaries to
maintain, a main cash concentration account with Citibank and
lockbox accounts into which all proceeds of Collateral are paid
with one or more banks acceptable to the Collateral Agent that
have accepted the assignment of such accounts to the Collateral
Agent for the benefit of the Secured Parties pursuant to the
Security Agreement.

          (o)  Priority.  Acknowledge pursuant to Section
364(c)(1) of the Bankruptcy Code, the obligations of the Loan
Parties hereunder and under the other Loan Documents constitute
allowed administrative expense claims in the Cases having
priority over all administrative expenses of the kind specified
in Sections 503(b) or 507(b) of the Bankruptcy Code subject only
to the Carve-Out.

          (p)  Validity of Loan Documents.  Use its best efforts
to object to any application made on behalf of any Loan Party or
by any Person to the validity of any Loan Document or the
applicability or enforceability of any Loan Document or which
seeks to void, avoid, limit, or otherwise adversely affect the
security interest created by or in any Loan Document or any
payment made pursuant thereto.

          (q)  Use of Cash Collateral.  Use any cash collateral
permitted to be used by the Borrower or Parent Guarantor pursuant
to the Interim Order and the Final Order solely in accordance
with Section 2.14.

          (r)  Conditions Subsequent.

               (i)  Within 30 days after the Initial Extension of
     Credit, evidence that counterparts of the deeds of trust,
     trust deeds and mortgages covering the properties listed on
     Schedule 4.01(u) and Schedule III (together with the
     Assignment of Leases and Rents referred to therein) (the
     "Mortgages") have been duly recorded in all filing or
     recording offices that the Administrative Agent may deem
     necessary or desirable in order to create a valid first and
     subsisting Lien on the property described therein in favor
     of the Secured Parties and that all filing and recording
     taxes and fees have been paid.

               (ii) Within 10 Business Days after the Initial
     Extension of Credit, evidence that the Pledged Account
     Letters referred to in the Security Agreement have been duly
     executed by each Pledged Account Bank referred to in the
     Security Agreement.

               (iii)     Within 30 Business Days after the
     Initial Extension of Credit, evidence that not less than 75%
     of the Additional Pledged Account Letters referred to in the
     Security Agreement have been duly executed by Additional
     Pledged Account Banks referred to in the Security Agreement
     and within 60 Business Days after the Initial Extension of
     Credit, evidence that all of the Additional Pledged Account
     Letters referred to in the Security Agreement have been duly
     executed by Additional Pledged Account Banks referred to in
     the Security Agreement.

               (iv) Within 2 Business Days after the Initial
     Extension of Credit, evidence that (i) account number
     00100006148 maintained by the Borrower at Chase Bank of
     Texas, N.A. in the name of "Specialty Retailers, Inc. fbo
     Credit Suisse First Boston, as Collateral Agent" and all
     related subaccounts and (ii) account number 603987
     maintained by the Borrower at Chase Bank of Texas, N.A.,
     have each been closed and all funds held therein have been
     transferred to the Cash Concentration Account.

          SECTION 5.02   Negative Covenants

          .  So long as any Advance or any other Obligation of
any Loan Party under any Loan Document shall remain unpaid, any
Letter of Credit shall be outstanding or any Lender Party shall
have any Commitment hereunder, neither the Borrower nor the
Parent Guarantor will, at any time:

          (a)  Liens, Etc.  Create, incur, assume or suffer to
exist, or permit any of its Subsidiaries to create, incur, assume
or suffer to exist, any Lien on or with respect to any of its
properties of any character (including, without limitation,
accounts) whether now owned or hereafter acquired, or sign or
file or suffer to exist, or permit any of its Subsidiaries to
sign or file or suffer to exist, under the Uniform Commercial
Code of any jurisdiction, a financing statement that names the
Parent Guarantor or any of its Subsidiaries as debtor, or sign or
suffer to exist, or permit any of its Subsidiaries to sign or
suffer to exist, any security agreement authorizing any secured
party thereunder to file such financing statement, or assign, or
permit any of its Subsidiaries to assign, any accounts or other
right to receive income (or apply to the Bankruptcy Court for
authority to do so), except:

               (i)  Liens created under the Loan Documents and
          contemplated by the Interim Order and the Final Order;

               (ii) Permitted Liens;

               (iii)     Liens existing on the Filing Date and
          described on Schedule 5.02(a) hereto;

               (iv) Liens arising in connection with (1)
          Capitalized Leases and (2) purchase money Liens upon or
          in real property or equipment acquired or held by the
          Borrower or any of its Subsidiaries in the ordinary
          course of business to secure the purchase price of such
          property or equipment or to secure Debt incurred solely
          for the purpose of financing the acquisition of any
          such property or equipment to be subject to such Liens,
          or Liens existing on any such property or equipment at
          the time of acquisition (other than any such Liens
          created in contemplation of such acquisition that do
          not secure the purchase price), or extensions, renewals
          or replacements of any of the foregoing for the same or
          a lesser amount; provided, however, that no such Lien
          shall extend to or cover any assets subject to such
          Capitalized Leases or property other than the property
          or equipment being acquired and no such extension,
          renewal or replacement shall extend to or cover any
          property not theretofore subject to the Lien being
          extended, renewed or replaced; and provided further
          that the aggregate principal amount of the Debt secured
          by Liens permitted by this clause (iv) shall not exceed
          the amount permitted under Section 5.02(b)(ii)(B) at
          any time outstanding; and

               (v)  Liens securing Debt permitted under Section
          5.02(b)(ii)(E).

               (vi) Liens arising in connection with any judgment
          or order for the payment of money in an amount not to
          exceed $5,000,000 rendered against any Loan Party,
          provided that enforcement proceedings shall not have
          been commenced by any creditor upon such judgment or
          order and provided further that there shall not have
          occurred a period of 20 consecutive days during which a
          stay of enforcement of such judgment or order, by
          reason of a pending appeal or otherwise, shall not be
          in effect.

          (b)  Debt.  Create, incur, assume or suffer to exist,
or permit any of its Subsidiaries to create, incur, assume or
suffer to exist, any Debt, except:

               (i)  in the case of any Subsidiary of the
          Borrower, Debt owed to the Borrower or to a wholly
          owned Subsidiary of the Borrower, provided that, in
          each case, such Debt (x) shall constitute Pledged Debt,
          (y) shall be on terms acceptable to the Administrative
          Agent and (z) shall be evidenced by promissory notes in
          form and substance satisfactory to the Administrative
          Agent and such promissory notes shall be pledged as
          security for the Obligations under the Loan Documents
          of the holder thereof and delivered to the Collateral
          Agent pursuant to the terms of the Security Agreement;
          and

               (ii) in the case of the Loan Parties;

                    (A)  Debt under the Loan Documents;

                    (B)  Capitalized Leases and Debt secured by
               Liens permitted by Section 5.02(a)(iv)(2) not to
               exceed in the aggregate $6,000,000 at any time
               outstanding;

                    (C)  the Surviving Debt;

                    (D)  indorsement of negotiable instruments
               for deposit or collection or similar transactions
               in the ordinary course of business;

                    (E)  Debt under the Pre-Petition 1997 Credit
               Agreement;

                    (F)  Debt under Senior Notes and the Senior
               Subordinated Notes;

                    (G)  Debt extending the maturity of, or
               refunding or refinancing, in whole or in part,
               Debt described in clauses (B), (C), (E), and (F)
               above, provided that (1) the terms of any such
               extending, refunding or refinancing Debt, and of
               any agreement entered into and of any instrument
               issued in connection therewith, are otherwise
               permitted by the Loan Documents, (2) the terms
               relating to principal amount, amortization,
               maturity, collateral (if any) and subordination
               (if any), and other material terms taken as a
               whole, of any such extending, refunding or
               refinancing Debt, and of any agreement entered
               into and of any instrument issued in connection
               therewith, are no less favorable in any material
               respect to the Loan Parties or the Lender Parties
               than the terms of any agreement or instrument
               governing the Debt being extended, refunded or
               refinanced and the interest rate applicable to
               such extending refunding or refinancing Debt does
               not exceed the then applicable market interest
               rate, and (3) in the case of any Surviving Debt,
               the principal amount of such Surviving Debt shall
               not be increased above the principal amount, and
               interest accrued to the date of refinancing,
               thereof outstanding immediately prior to such
               extension, refunding or refinancing;

                    (H)  Unsecured Debt in an aggregate
               outstanding principal amount not to exceed at any
               time $2,500,000;

                    (I)  Debt incurred in connection with the
               Credit Card Program; and

                    (J)  Subordinated Debt not to exceed in the
               aggregate $50,000,000.

          (c)  Change in Nature of Business.  Make, or permit any
of its Subsidiaries to make, any material change in the nature of
its business as carried on at the date hereof.

          (d)  Mergers, Etc.  Merge into or consolidate with any
Person or permit any Person to merge into it, or permit any of
its Subsidiaries to do so (or apply to the Bankruptcy Court for
authority to do so except in connection with the Reorganization
Plan), except that any Subsidiary (other than a Non-Filing
Subsidiary unless with the prior written consent of the
Administrative Agent) of the Borrower may merge into or
consolidate with any other Subsidiary (other than a Non-Filing
Subsidiary unless with the prior written consent of the
Administrative Agent) of the Borrower or with the Borrower,
provided that, in the case of any such merger or consolidation,
the Person formed by such merger or consolidation shall be a
wholly owned Subsidiary of the Borrower; provided, however, that
in each case, immediately before and after giving effect thereto,
no Default shall have occured and be continuing and, in the case
of any such merger to which any Borrower is a party, such
Borrower is the surviving corporation.

          (e)  Sales, Etc., of Assets.  Sell, lease, transfer or
otherwise dispose of, or permit any of its Subsidiaries to sell,
lease, transfer or otherwise dispose of, any assets, or grant any
option or other right to purchase, lease or otherwise acquire any
assets (or apply to the Bankruptcy Court for authority to do so,
except in connection with the Reorganization Plan) other than:

               (i)  Inventory to be sold in the ordinary course
          of its business;

               (ii) uneconomical, obsolete or worn out furniture,
          fixtures, leasehold improvements and equipment in the
          ordinary course and consistent with past business
          practice;

               (iii)     sales in connection with store closings
          (including GOB Stores) so long as such sales are in
          each case at fair market value and on commercially
          reasonable terms provided that (i) if such sales are
          individually in excess of $250,000 or in the aggregate
          in excess of $5,000,000 but less than $25,000,000 in
          the aggregate (excluding GOB Stores), consented to by
          the Administrative Agent, which consent shall not be
          unreasonably withheld; and (ii) if such sales are in
          the aggregate together with all prior sales in excess
          of $25,000,000, consented to by the Administrative
          Agent in its sole discretion.

               (iv) sales from a Credit Card Issuer to the
          Borrower of Receivables pursuant to the Credit Card
          Program.

provided that in the case of clause (ii) and (iii) above, the
Borrower shall, on the date of receipt of the Net Cash Proceeds
from such sale, prepay the Advances pursuant to, and in
accordance with, Section 2.06(b)(ii).

          (f)  Investments in Other Persons.  Make or hold, or
permit any of its Subsidiaries to make or hold, any Investment in
any Person, except,

               (i)  Investments by the Parent Guarantor and its
          Subsidiaries in their Subsidiaries outstanding on the
          date hereof;

               (ii) loans and advances to employees in the
          ordinary course of the business of the Parent Guarantor
          and its Subsidiaries (other than Non-Filing
          Subsidiaries) as presently conducted in an aggregate
          principal amount not to exceed $5,000,000 at any time
          outstanding;

               (iii)     Investments existing on the date hereof
          and described on Schedule 4.01(w) hereto;

               (iv) Investments by Granite National Bank, N.A.
          pursuant to the rules and regulations of the Office of
          the Comptroller of the Currency;

               (v)  Investments consisting of intercompany Debt
          permitted under Section 5.02(b)(ii);

               (vi) Receivables of the Parent or its Subsidiaries
          in the ordinary course of the business of the Parent or
          such Subsidiary pursuant to the Credit Card Program;
          and

               (vii)     Investments by the Parent Guarantor and
          its Subsidiaries in Cash Equivalents in an aggregate
          principal amount not to exceed $5,000,000 at any time
          outstanding.

          (g)  Restricted Payments.  Declare or pay any
dividends, purchase, redeem, retire, defease or otherwise acquire
for value any of its capital stock or any warrants, rights or
options to acquire such capital stock, now or hereafter
outstanding, return any capital to its stockholders as such, make
any distribution of assets, capital stock, warrants, rights,
options, obligations or securities to its stockholders as such or
issue or sell any capital stock or any warrants, rights or
options to acquire such capital stock, or permit any of its
Subsidiaries to do any of the foregoing or permit any of its
Subsidiaries to purchase, redeem, retire, defease or otherwise
acquire for value any capital stock of the Parent Guarantor or
any warrants, rights or options to acquire such capital stock or
to issue or sell any capital stock or any warrants, rights or
options to acquire such capital stock (or apply to the Bankruptcy
Court for authority to do so, except in connection with the
Reorganization Plan), except that, so long as no Default shall
have occurred and be continuing at the time of any action
described in clause (i) or (ii) below or would result therefrom:

               (i)  any Subsidiary of any Borrower may (A)
          declare and pay cash dividends to such Borrower and (B)
          declare and pay cash dividends to any other Loan Party
          (other than a Non-Filing Subsidiary) of which it is a
          Subsidiary,

               (ii) the Borrower may pay cash dividends or
          otherwise transfer funds to the Parent Guarantor for
          operating expenses incurred in the normal course of
          business by the Parent Guarantor or paid by the Parent
          Guarantor on behalf of the Borrower.  Such expenses
          include all payroll and benefits costs for all
          Subsidiaries of the Parent Guarantor, telephone,
          travel, rent and other occupancy costs, professional
          expenses, including consulting, audit, accounting and
          legal expenses, corporate insurance expenses, data
          processing costs and other operating expenses,

          (h)  Amendments of Constitutive Documents.  Amend, or
permit any of its Subsidiaries to amend, its certificate of
incorporation or bylaws or other constitutive documents in any
material respect unless such change would not have a Material
Adverse Effect or does not adversely affect the rights and
remedies of the Administrative Agent or any Lender Party under
any Loan Document or any Related Document.

          (i)  Accounting Changes.  Make or permit, or permit any
of its Subsidiaries to make or permit, any change in
(i) accounting policies or reporting practices, except as
required by generally accepted accounting principles or
(ii) Fiscal Year.

          (j)  Prepayments, Etc., of Debt.  Prepay, redeem,
purchase, defease or otherwise satisfy prior to the scheduled
maturity thereof in any manner, or make any payment in violation
of any subordination terms of, any Debt, except (i) the
prepayment of the Advances in accordance with the terms of this
Agreement (ii) payments required or permitted to be made pursuant
the Interim Order or the Final Order for adequate protection
payments, (iii) refinancings of Debt to the extent permitted by
5.02(b)(ii)(G), and (iv) payments of all pre-petition claims
authorized by the First Day Orders at any time after such First
Day Orders are entered by the Bankruptcy Court; provided however,
that the Borrower shall only make payment in respect of Debt
incurred in connection with the Pre-Petition 1997 Credit
Agreement in an aggregate amount not to exceed $12,000,000 and on
January 31, 2001 (the "Payment Date"), provided that (1) no
complaint arising under Chapter 5 of the Bankruptcy Code has been
filed within the applicable period for commencing such actions
set forth in the Interim Order or the Final Order (subject to
extension by consent of the parties), or if such a complaint has
been filed, such complaint has been dismissed by a final order
with prejudice, (2) the Parent Guarantor shall have maintained at
all times EBITDA of the Parent Guarantor and its Subsidiaries of
not less than $31,000,000 for the eight month period ended
January 31, 2001, and (3) Excess Availability shall be not less
than $92,000,000 at all times for each of the 30 days immediately
preceding the Payment Date.

          (k)  Amendment, Etc., of Related Documents.  Cancel or
terminate any Related Document or consent to or accept any
cancellation or termination thereof, amend, modify or change in
any manner any term or condition of any Related Document or give
any consent, waiver or approval thereunder, waive any default
under or any breach of any term or condition of any Related
Document, agree in any manner to any other amendment,
modification or change of any term or condition of any Related
Document (other than pursuant to Section 365 of the Bankruptcy
Code) or take any other action in connection with any Related
Document that would impair the value of the interest or rights of
any Loan Party thereunder or that would impair the rights or
interests of any Agent or any Lender Party, or otherwise amend
any provision or term of any or permit any of its Subsidiaries to
do any of the foregoing;

          (m)  Negative Pledge.  Enter into or suffer to exist,
or permit any of its Subsidiaries to enter into or suffer to
exist, any agreement prohibiting or conditioning the creation or
assumption of any Lien upon any of its property or assets except
(i) in favor of the Secured Parties or (ii) in connection with
(A) any Surviving Debt, (B) any purchase money Debt permitted by
Section 5.02(b)(iii)(H) solely to the extent that the agreement
or instrument governing such Debt prohibits a Lien on the
property acquired with the proceeds of such Debt, and (C) any
Capitalized Lease permitted by Section 5.02(b)(iii)(B) solely to
the extent that such Capitalized Lease prohibits a Lien on the
property subject thereto.

          (n)  Partnerships, Etc.  Become a general partner in
any general or limited partnership or joint venture, or permit
any of its Subsidiaries to do so, other than any Subsidiary the
sole assets of which consist of its interest in such partnership
or joint venture.

          (o)  Speculative Transactions.  Engage, or permit any
of its Subsidiaries to engage, in any transaction involving
commodity options or futures contracts or any similar speculative
transactions.

          (p)  Capital Expenditures.  Make, or permit any of its
Subsidiaries to make, any Capital Expenditures that would cause
the aggregate of all such Capital Expenditures made by the Parent
Guarantor and its Subsidiaries in any period set forth below to
exceed the amount set forth below for such period:


                     Period                Amount

                Fiscal Year 2000        $20,000,000
                Fiscal Year 2001        $29,000,000
                Fiscal Year 2002        $35,000,000

provided, however, that if, for any Fiscal Year set forth above,
the amount specified above for such Fiscal Year exceeds the
aggregate amount of Capital Expenditures made by the Parent
Guarantor and its Subsidiaries during such Fiscal Year (the
amount of such excess being the "Excess Amount"), the Parent
Guarantor and its Subsidiaries shall be entitled to make
additional Capital Expenditures in the immediately succeeding
Fiscal Year in an amount (such amount being referred to herein as
the "Carryover Amount") equal to the lesser of (i) the Excess
Amount and (ii) 50% of the amount specified above for such
immediately preceding Fiscal Year.

          (q)  Formation of Subsidiaries.  Organize or invest, or
permit any Subsidiary to organize or invest, in any new
Subsidiary.

          (r)  Limitation on Payment Restrictions.  Enter into or
suffer to exist, or permit any Subsidiary to enter into or suffer
to exist, any agreement limiting the ability of any of its
Subsidiaries to declare or pay dividends or other distributions
in respect of its capital stock or make loans or advances to, or
otherwise transfer assets to or invest in, the Parent Guarantor
or any Subsidiary of the Parent Guarantor (whether through a
covenant restricting dividends, loans, asset transfers or
investments, a financial covenant or otherwise), except the Loan
Documents.

          (s)  Interim Order and Final Order.  Make or permit to
be made any changes, amendment or modifications, or any
application or motion for any change, amendment or modification
to the Interim Order or the Final Order.  The parties acknowledge
that the foregoing shall not preclude the entry of any order of
the Bankruptcy Court approving or authorizing an amendment or
modification of this Agreement or the other Loan Documents or the
Interim Order or the Final Order permitted by Section 9.01 which
order shall be acceptable to the Lenders whose consent is
required to approve such amendment or modification under Section
9.01.

          (t)  Application to the Bankruptcy Court.  Apply to the
Bankruptcy Court for the authority to take any action that is
prohibited by the terms of this Agreement and the other Loan
Documents or refrain from taking any action that is required to
be taken by the terms of this Agreement and the other Loan
Documents.

          (u)  Chapter 11 Claims.  Incur, create, assume, suffer
to exist or permit or make any application or motion for any
other Super-Priority Claim or Lien which is pari passu with or
senior to the claims of the Administrative Agent and the Lenders
granted pursuant to this Agreement, the Interim Order or the
Final Order, other than as expressly contemplated and permitted
by the Interim Order or the Final Order.

          (v)  Reclamation Claims; Bankruptcy Code Section
546(g)* Agreements.  (a) Make any payments or transfer any
property on account of claims asserted by vendors of any Loan
Party for reclamation in accordance with Section 2-702 of the
Uniform Commercial Code and Section 546(c) of the Bankruptcy
Code, and (b) enter into any agreements or file any motion
seeking a Bankruptcy Court order for the return of inventory to
any vendor pursuant to Section 546(g)* of the Bankruptcy Code,
other than , in each instance, as expressly contemplated and
permitted by the Interim Order or the Final Order.

          (w)  Lines of Business.  Engage to any substantial
extent in any line or lines of business activity other than
businesses of the same general type as those in which the
Borrower and its Subsidiaries are engaged on the date of this
Agreement or which are related thereto or permit SRI Receivables
Purchase Co., Inc. to engage in any business whatsoever.

          (x)  Employment Agreements.  Amend, modify or change in
any manner any term or condition, or make any application or
motion to do so, of any Employment Agreement or give any consent,
waiver or approval thereunder to increase the compensation
payable thereunder other than increases that are in the ordinary
course and consistent with past business practices.

          (y)  Non-Filing Subsidiaries.  Will not and will not
permit any of its Subsidiaries to directly or indirectly (i)
purchase, lease, transfer, sell or exchange any of its property
or assets of any kind or the rendering of services to any
Non-Filing Subsidiary, (ii) pay any amounts owing to any
Non-Filing Subsidiary and all such payments owing are hereby
subordinate to the payment in full of all Obligations hereunder,
(iii) make or permit to exist any loans or advances to Non-Filing
Subsidiaries, or (iv) apply to the Bankruptcy Court for authority
to do any of the foregoing; provided, however, the Borrower shall
be permitted to continue to conduct business with a Credit Card
Issuer pursuant to the Credit Card Program consistent with past
practice.

          SECTION 5.03   Reporting Requirements

          .  So long as any Advance or any other Obligation of
any Loan Party under any Loan Document shall remain unpaid, any
Letter of Credit shall be outstanding or any Lender Party shall
have any Commitment hereunder, the Parent Guarantor will furnish
to the Agents and the Lender Parties:

          (a)  Default Notice.  As soon as possible and in any
event within two days after the occurrence of each Default or any
event, development or occurrence reasonably likely to have a
Material Adverse Effect continuing on the date of such statement,
a statement of the principal financial officer of the Parent
Guarantor setting forth details of such Default and the action
that the Parent Guarantor has taken and proposes to take with
respect thereto.

          (b)  Annual Financials.  As soon as available and in
any event within 90 days after the end of each Fiscal Year
commencing with Fiscal Year ending January 31, 2000, a copy of
the annual audit report for such year for the Parent Guarantor
and its Subsidiaries, including therein Consolidated balance
sheets of the Parent Guarantor and its Subsidiaries as of the end
of such Fiscal Year and Consolidated statements of income and a
Consolidated statement of cash flows of the Parent Guarantor and
its Subsidiaries for such Fiscal Year, in each case accompanied
by an opinion acceptable to the Required Lenders of
PricewaterhouseCoopers LLC or other independent public
accountants of recognized standing acceptable to the
Administrative Agent, together with Consolidating balance sheets
of the Parent Guarantor and the Borrower as of the end of such
Fiscal Year and Consolidating statements of income and cash flows
of the Parent Guarantor and the Borrower for such Fiscal Year,
all in reasonable detail and duly certified by the principal
financial officer of the Parent Guarantor as having been prepared
in accordance with GAAP and (iv) a certificate of the principal
financial officer of the Parent Guarantor stating that no Default
has occurred and is continuing or, if a Default has occurred and
is continuing, a statement as to the nature thereof and the
action that the Parent Guarantor has taken and proposes to take
with respect thereto.

          (c)  Quarterly Financials.  As soon as available and in
any event within 45 days after the end of each of the first three
quarters of each Fiscal Year commencing with the first Fiscal
Quarter ending April 15, 2000, Consolidated and Consolidating
balance sheets of the Parent Guarantor and its Subsidiaries as of
the end of such quarter and Consolidated and Consolidating
statements of income and a Consolidated statement of cash flows
of the Parent Guarantor and its Subsidiaries for the period
commencing at the end of the previous fiscal quarter and ending
with the end of such fiscal quarter and Consolidated and
Consolidating statements of income and a Consolidated statement
of cash flows of the Parent Guarantor and its Subsidiaries for
the period commencing at the end of the previous Fiscal Year and
ending with the end of such quarter, setting forth in each case
in comparative form the corresponding figures for the
corresponding period of the preceding Fiscal Year, all in
reasonable detail and duly certified (subject to year-end audit
adjustments) by the principal financial officer of the Parent
Guarantor as having been prepared in accordance with GAAP,
together with (i) a certificate of said officer stating that no
Default has occurred and is continuing or, if a Default has
occurred and is continuing, a statement as to the nature thereof
and the action that the Parent Guarantor has taken and proposes
to take with respect thereto and (ii) a schedule in form
satisfactory to the Administrative Agent of the computations used
by the Parent Guarantor in determining compliance with the
covenants contained in Section 5.04, provided that in the event
of any change in GAAP used in the preparation of such financial
statements, the Parent Guarantor shall also provide, if necessary
for the determination of compliance with Section 5.04, a
statement of reconciliation conforming such financial statements
to GAAP.

          (d)  Monthly Financials.  As soon as available and in
any event within 30 days after the end of each month, a
Consolidated balance sheet of the Parent Guarantor and its
Subsidiaries as of the end of such month and Consolidated and
Consolidating statements of income and a Consolidated statement
of cash flows of the Parent Guarantor and its Subsidiaries for
the period commencing at the end of the previous month and ending
with the end of such month and Consolidated and Consolidating
statements of income and a Consolidated statement of cash flows
of the Parent Guarantor and its Subsidiaries for the period
commencing at the end of the previous Fiscal Year and ending with
the end of such month, setting forth in each case in comparative
form the corresponding figures for the corresponding month of the
preceding Fiscal Year, all in reasonable detail and duly
certified by the principal financial officer or controller of the
Parent Guarantor.

          (e)  Annual Forecasts.  As soon as available and in any
event no later than 45 days after the end of each Fiscal Year,
forecasts prepared by management of the Parent Guarantor, in form
satisfactory to the Administrative Agent, of balance sheets,
income statements and cash flow statements on a monthly basis for
the Fiscal Year following such Fiscal Year and on an annual basis
for each Fiscal Year thereafter until the Termination Date.

          (f)  Litigation.  Promptly after the commencement
thereof, notice of all actions, suits, investigations, litigation
and proceedings before any Governmental Authority or governmental
department, commission, board, bureau, agency or instrumentality,
domestic or foreign, affecting any Loan Party or any of its
Subsidiaries of the type described in Section 4.01(f), and
promptly after the occurrence thereof, notice of any adverse
change in the status or the financial effect on any Loan Party or
any of its Subsidiaries of the Disclosed Litigation from that
described on Schedule 4.01(f) hereto.

          (g)  Securities Reports.  Promptly after the sending or
filing thereof, copies of all proxy statements, financial
statements and reports that any Loan Party or any of its
Subsidiaries sends to its stockholders, and copies of all
regular, periodic and special reports, and all registration
statements, that any Loan Party or any of its Subsidiaries files
with the Securities and Exchange Commission or any governmental
authority that may be substituted therefor, or with any national
securities exchange.

          (h)  Creditor Reports.  Promptly after the furnishing
thereof, copies of any statement or report furnished to any
holder of Debt securities of any Loan Party or of any of its
Subsidiaries pursuant to the terms of any indenture, loan or
credit or similar agreement and not otherwise required to be
furnished to the Lender Parties pursuant to any other clause of
this Section 5.03.

          (i)  Agreement Notices.  Promptly upon receipt thereof,
copies of all notices, requests and other documents received by
any Loan Party or any of its Subsidiaries under or pursuant to
any Related Document or instrument, indenture, loan or credit or
similar agreement regarding or related to any breach or default
by any party thereto or any other event that could materially
impair the value of the interests or the rights of any Loan Party
or otherwise have a Material Adverse Effect and copies of any
amendment, modification or waiver of any provision of any Related
Document or instrument, indenture, loan or credit or similar
agreement and, from time to time upon request by the
Administrative Agent, such information and reports regarding the
Related Documents and such instruments, indentures and loan and
credit and similar agreements as the Administrative Agent may
reasonably request.

          (j)  Revenue Agent Reports.  Within 15 days after
receipt, copies of all Revenue Agent Reports (Internal Revenue
Service Form 886), or other written proposals of the Internal
Revenue Service, that propose, determine or otherwise set forth
positive adjustments to the Federal income tax liability of the
affiliated group (within the meaning of Section 1504(a)(1) of the
Internal Revenue Code) of which the Parent Guarantor is a member
aggregating $1,000,000 or more.

          (k)  Tax Certificates.  Promptly, and in any event
within 15 days after the due date (with extensions) for filing
the final Federal income tax return in respect of each taxable
year, a certificate (a "Tax Certificate"), signed by the
President or the principal financial officer or controller of the
Parent Guarantor, stating that the Parent Guarantor has paid to
the Internal Revenue Service or other taxing authority the full
amount that the Parent Guarantor is required to pay in respect of
Federal income tax for such year.

          (l)  ERISA.  (i)  ERISA Events and ERISA Reports.
(A) Promptly and in any event within 10 days after any Loan Party
or any ERISA Affiliate knows or has reason to know that any ERISA
Event has occurred, a statement of the principal financial
officer of the Parent Guarantor describing such ERISA Event and
the action, if any, that such Loan Party or such ERISA Affiliate
has taken and proposes to take with respect thereto and (B) on
the date any records, documents or other information must be
furnished to the PBGC with respect to any Plan pursuant to
Section 4010 of ERISA, a copy of such records, documents and
information.

               (ii) Plan Terminations.  Promptly and in any event
          within two Business Days after receipt thereof by any
          Loan Party or any ERISA Affiliate, copies of each
          notice from the PBGC stating its intention to terminate
          any Plan or to have a trustee appointed to administer
          any Plan.

               (iii)     Multiemployer Plan Notices.  Promptly
          and in any event within five Business Days after
          receipt thereof by any Loan Party or any ERISA
          Affiliate from the sponsor of a Multiemployer Plan,
          copies of each notice concerning (A) the imposition of
          Withdrawal Liability by any such Multiemployer Plan,
          (B) the reorganization or termination, within the
          meaning of Title IV of ERISA, of any such Multiemployer
          Plan or (C) the amount of liability incurred, or that
          may be incurred, by such Loan Party or any ERISA
          Affiliate in connection with any event described in
          clause (A) or (B).

               (iv) Plan Annual Reports.  Promptly and in any
          event within 30 days after the filing thereof with the
          Internal Revenue Service, copies of each Schedule B
          (Actuarial Information) to the annual report (Form 5500
          Series) with respect to each Plan.

          (m)  Environmental Conditions.  Promptly after the
assertion or occurrence thereof, notice of any Environmental
Action against or of any noncompliance by any Loan Party or any
of its Subsidiaries with any Environmental Law or Environmental
Permit that could reasonably be expected to have a Material
Adverse Effect.

          (n)  Real Property.  As soon as available and in any
event within 60 days after the end of each Fiscal Year, a report
supplementing Schedules 4.01(u) and 4.01(v) hereto, including an
identification of all real and leased property disposed of by the
Parent Guarantor or any of its Subsidiaries during such Fiscal
Year, a list and description (including the street address,
county or other relevant jurisdiction, state, record owner, book
value thereof, and in the case of leases of property, lessor,
lessee, expiration date and annual rental cost thereof) of all
real property acquired or leased during such Fiscal Year and a
description of such other changes in the information included in
such Schedules as may be necessary for such Schedules to be
accurate and complete.

          (o)  Insurance.  As soon as available and in any event
within 60 days after the end of each Fiscal Year, a report
summarizing the insurance coverage (specifying type, amount and
carrier) in effect for each Loan Party and its Subsidiaries and
containing such additional information as any Agent, or any
Lender Party through the Administrative Agent, may reasonably
specify.

          (p)  Borrowing Base Certificate.  As soon as available
and in any event within no later than the close of business on
Wednesday of each week, a Borrowing Base Certificate, as at the
end of the immediately preceding Saturday of such week, certified
by the principal financial officer, executive vice president,
controller, treasurer or assistant treasurer of the Parent
Guarantor.

          (q)  Other Information.  Such other information
respecting the business, condition (financial or otherwise),
operations, performance, properties or prospects of any Loan
Party or any of its Subsidiaries as any Agent, or any Lender
Party through the Administrative Agent, may from time to time
reasonably request.

          SECTION 5.04   Financial Covenants

          .  So long as any Advance or any other Obligation of
any Loan Party under any Loan Document shall remain unpaid, any
Letter of Credit shall be outstanding or any Lender Party shall
have any Commitment hereunder, the Parent Guarantor will maintain
at all times EBITDA of the Parent Guarantor and its Subsidiaries
not less than the amount set forth below for each period set
forth below:


                       Period                  Amount

           Fiscal Quarter ended October 31,  $4,000,000
        2000]
           Two Fiscal Quarters ended January $12,000,000
        31, 2001
           Three Fiscal Quarters ended April $18,000,000
        30, 2001
           Four Fiscal Quarters ended July   $28,000,000
        31, 2001
           Four Fiscal Quarters ended        $33,000,000
        October 31, 2001
           Four Fiscal Quarter ended January $48,000,000
        31, 2002
           Four Fiscal Quarters ended April  $51,000,000
        30, 2002
           Four Fiscal Quarters ended July   $54,000,000
        31, 2002
           Four Fiscal Quarters ended        $57,000,000
        October 31, 2002
           Four Fiscal Quarters ended        $65,000,000
        January 31, 2003
           Four Fiscal Quarters ended April  $68,000,000
        30, 2003


                            ARTICLE 6

                        EVENTS OF DEFAULT



          SECTION 6.01   Events of Default

          .  If any of the following events ("Events of Default")
shall occur and be continuing:

          (a)  (i) the Borrower shall fail to pay any principal
of any Advance when the same shall become due and payable or (ii)
the Borrower shall fail to pay any interest on any Advance, or
any Loan Party shall fail to make any other payment under any
Loan Document, in each case under this clause (ii) when the same
shall become due and payable; or

          (b)  any representation or warranty made by any Loan
Party (or any of its officers) under or in connection with any
Loan Document shall prove to have been incorrect in any material
respect when made; or

          (c)  the Parent Guarantor or the Borrower shall fail to
perform or observe any term, covenant or agreement contained in
Section 2.14, 5.01(e), (f), (i), (j), (o) or (p), 5.02, 5.03 or
5.04; or

          (d)  any Loan Party shall fail to perform or observe
any other term, covenant or agreement contained in any Loan
Document on its part to be performed or observed if such failure
shall remain unremedied for 15 days after the earlier of the date
on which (A) a Responsible Officer becomes aware of such failure
or (B) written notice thereof shall have been given to the Parent
Guarantor by any Agent or any Lender Party; or

          (e)  the Cases shall be dismissed, suspended or
converted to a case under Chapter 7 of the Bankruptcy Code or a
trustee shall be appointed in the Cases; or an application shall
be filed by any Loan Party for the approval of, or there shall
arise any other claim having priority senior to or pari passu
with the claims of the Administrative Agent and the Lenders under
the Loan Documents or any other claim having priority over any or
all administrative expenses of the kind specified in Section
503(b) or 507(b) of the Bankruptcy Code (other than the
Carve-Out); or

          (f)  the Bankruptcy Court shall enter an order (i)
granting relief from the automatic stay applicable under Section
362 of the Bankruptcy Code to any holder of any security interest
in any assets in excess of $10,000 individually or in the
aggregate in excess of $100,000 for any and all such holders
other than as expressly recognized by the Interim Order or the
Final Order or (ii) approving any settlement or other stipulation
with any creditor of any Loan Party other than the Administrative
Agent and the Lenders or otherwise providing for payments as
adequate protection or otherwise to such creditor individually or
in the aggregate in excess of $100,000 for any and all such
creditors other than as expressly recognized by the Interim Order
or the Final Order; or

          (g)  any Loan Party shall make any payment (as adequate
protection or otherwise) on account of any claim arising or
deemed to have arisen prior to the Filing Date other than a
payment or payments which would not constitute a default under
section 6.01(f)(ii) except as expressly contemplated by the
Interim Order or the Final Order; or

          (h)  any Loan Party or any of its Subsidiaries shall
fail to pay any principal of, premium or interest on or any other
amount payable in respect of any Debt arising on or after the
Filing Date that is outstanding in a principal amount of at least
$1,000,000 either individually or in the aggregate for all such
Loan Parties and Subsidiaries (but excluding Debt outstanding
hereunder) of such Loan Party or such Subsidiary (as the case may
be), when the same becomes due and payable (whether by scheduled
maturity, required prepayment, acceleration, demand or
otherwise), and such failure shall continue after the applicable
grace period, if any, specified in the agreement or instrument
relating to such Debt; or any other event shall occur or
condition shall exist under any agreement or instrument relating
to any such Debt, if the effect of such event or condition is to
accelerate, or to permit the acceleration of, the maturity of
such Debt or otherwise to cause, or to permit the holder thereof
to cause, such Debt to mature; or any such Debt shall be declared
to be due and payable or required to be prepaid or redeemed
(other than by a regularly scheduled required prepayment or
redemption), purchased or defeased, or an offer to prepay,
redeem, purchase or defease such Debt shall be required to be
made, in each case prior to the stated maturity thereof; or

          (i)  any Non-Filing Subsidiary shall generally not pay
its debts as such debts become due, or shall admit in writing its
inability to pay its debts generally, or shall make a general
assignment for the benefit of creditors; or any proceeding shall
be instituted by or against any Non-Filing Subsidiaries seeking
to adjudicate it a bankrupt or insolvent, or seeking liquidation,
winding up, reorganization, arrangement, adjustment, protection,
relief, or composition of it or its debts under any law relating
to bankruptcy, insolvency or reorganization or relief of debtors,
or seeking the entry of an order for relief or the appointment of
a receiver, trustee, or other similar official for it or for any
substantial part of its property and, in the case of any such
proceeding instituted against it (but not instituted by it) that
is being diligently contested by it in good faith, either such
proceeding shall remain undismissed or unstayed for a period of
30 days or any of the actions sought in such proceeding
(including, without limitation, the entry of an order for relief
against, or the appointment of a receiver, trustee, custodian or
other similar official for, it or any substantial part of its
property) shall occur; or any Non-Filing Subsidiary shall take
any corporate or other action to authorize any of the actions set
forth above in this subsection (f); or

          (j)  any judgments or orders, either individually or in
the aggregate, for the payment of money in excess of (i)
$2,500,000 and, with respect to Loan Parties that are not
Non-Filing Subsidiaries, $2,500,000 as an administrative expense
of the kind specified in Section 503(b) of the Bankruptcy Code,
shall be rendered against any Loan Party or any of its
Subsidiaries and either (i) enforcement proceedings shall have
been commenced by any creditor upon such judgment or order or
(ii) there shall be any period of 10 consecutive days during
which a stay of enforcement of such judgment or order, by reason
of a pending appeal or otherwise, shall not be in effect ;
provided, however, that any such judgment or order shall not give
rise to an Event of Default under this Section 6.01(j) if and for
so long as (A) the amount of such judgment or order is covered by
a valid and binding policy of insurance between the defendant and
the insurer, which shall be rated at least "A" by A.M. Best
Company, covering full payment thereof and (B) such insurer has
been notified, and has not disputed the claim made for payment,
of the amount of such judgment or order; or

          (k)  any non-monetary judgment or order shall be
rendered against any Loan Party or any of its Subsidiaries that
is reasonably likely to have a Material Adverse Effect, and there
shall be any period of 20 consecutive days during which a stay of
enforcement of such judgment or order, by reason of a pending
appeal or otherwise, shall not be in effect; or

          (l)  any provision of any Loan Document after delivery
thereof pursuant to Section 3.01 or 5.01(j) shall for any reason
cease to be valid and binding on or enforceable against any Loan
Party party to it, or any such Loan Party shall so state in
writing; or

          (m)  any Collateral Document after delivery thereof
pursuant to Section 3.01 or 5.01(j) shall for any reason (other
than pursuant to the terms thereof) cease to create a valid and
perfected first priority lien on and security interest in the
Collateral purported to be covered thereby; or

          (n)  a Change of Control shall occur; or

(o)  there shall occur any Material Adverse Change; or
          (p)  any ERISA Event shall have occurred with respect
to a Plan and the sum (determined as of the date of occurrence of
such ERISA Event) of the Insufficiency of such Plan and the
Insufficiency of any and all other Plans with respect to which an
ERISA Event shall have occurred and then exist (or the liability
of the Loan Parties and the ERISA Affiliates related to such
ERISA Event) exceeds $2,500,000; or

          (q)  any Loan Party or any ERISA Affiliate shall have
been notified by the sponsor of a Multiemployer Plan that it has
incurred Withdrawal Liability to such Multiemployer Plan in an
amount that, when aggregated with all other amounts required to
be paid to Multiemployer Plans by the Loan Parties and the ERISA
Affiliates as Withdrawal Liability (determined as of the date of
such notification), exceeds $2,500,000 or requires payments
exceeding $1,000,000 per annum; or

          (r)  any Loan Party or any ERISA Affiliate shall have
been notified by the sponsor of a Multiemployer Plan that such
Multiemployer Plan is in reorganization or is being terminated,
within the meaning of Title IV of ERISA, and as a result of such
reorganization or termination the aggregate annual contributions
of the Loan Parties and the ERISA Affiliates to all Multiemployer
Plans that are then in reorganization or being terminated have
been or will be increased over the amounts contributed to such
Multiemployer Plans for the plan years of such Multiemployer
Plans immediately preceding the plan year in which such
reorganization or termination occurs by an amount exceeding
$2,500,000; or

          (s)  The Bankruptcy Court shall enter an order
amending, supplementing, vacating or otherwise modifying the
Interim Order, Final Order or any order granting adequate
protection to the Pre-Petition Lenders (the parties acknowledging
that the foregoing shall not preclude the entry of any order of
the Bankruptcy Court approving or authorizing an amendment or
modification of this Agreement permitted by Section 9.01, which
order shall be acceptable to the Required Lenders); or

          (t)  The Bankruptcy Court shall enter an order
appointing an examiner with powers beyond the duty to investigate
and report as set forth in Section 1106(a)(3) and (4) of the
Bankruptcy Code, in the Cases; or

          (u)  Any Loan Party shall bring a motion in the Cases:
(i) to obtain working capital financing from any Person other
than Lenders under Section 364(d) of the Bankruptcy Code; or (ii)
to obtain financing from any Person other than the Lenders under
Section 364(c) of the Bankruptcy Code (other than with respect to
a financing used, in whole or part, to repay in full the
Obligations); or (iii) to grant any Lien other than those
permitted under Section 5.02(a) upon or affecting any Collateral;
or (iv) to use cash Collateral of the Administrative Agent or
Lenders under Section 363(c) of the Bankruptcy Code without the
prior written consent of the Lenders or Required Lenders (as
provided in Section 9.01 except to pay the Carve-Out); or (v) to
recover from any portions of the Collateral any costs or expenses
of preserving or disposing of such Collateral under Section
506(c) of the Bankruptcy Code; or (vi) to effect any other action
or actions adverse to the Administrative Agent or Lenders or
their rights and remedies hereunder or their interest in the
Collateral that would, individually or in the aggregate, have a
Material Adverse Effect; or

          (v)  The Bankruptcy Court shall enter an order granting
relief pursuant to Section 362(d) of the Bankruptcy Code other
than as permitted under Section 6.01(f)(i); or

          (w)  The entry of the Final Order shall not have
occurred within 45 days after the Filing Date; or

          (x)  Any challenge by any Loan Party to the validity of
any Loan Document or the applicability or enforceability of any
Loan Document or which seeks to void, avoid, limit, or otherwise
adversely affect the security interest created by or in any Loan
Document or any payment made pursuant thereto; or

          (y)  The determination of the Borrower, whether by vote
of the Borrower's board of directors or otherwise, to suspend the
operation of the Borrower's business in the ordinary course,
liquidate all or substantially all of the Borrower's assets, or
employ an agent or other third party to conduct any so-called
"Going-Out-of Business" sales (other than as permitted pursuant
to Section 5.02(e)(iii)), or the filing of a motion or other
application in the Cases, seeking authority to do any of the
foregoing; or

          (z)  Any objection shall have been filed by the Pre-
Petition Agent or any Pre-Petition Lender to the entry of the
Final Order; or

          (aa) Granite National Bank, N.A. shall fail to sell
Receivables to the Borrower in the ordinary course and consistent
with past practice under the Receivables Transfer Agreement or
amend, modify or waive in any way manner any term or provision
thereof without the consent of the Administrative Agent, which
shall not be unreasonably withheld.

then, and in any such event, the Administrative Agent (i) shall
at the request, or may with the consent, of the Required Lenders,
by notice to the Borrower (with a copy to counsel for any
statutory committee of unsecured creditors' appointed to the
Cases and to the United States Trustee), declare the Commitments
of each Lender Party and the obligation of each Lender Party to
make Advances (other than Letter of Credit Advances by the
Issuing Bank or a Working Capital Lender pursuant to
Section 2.03(c) and Swing Line Advances by a Working Capital
Lender pursuant to Section 2.02(b)) and of the Issuing Bank to
issue Letters of Credit to be terminated, whereupon the same
shall forthwith terminate, and (ii) shall at the request, or may
with the consent, of the Required Lenders, (A) by notice to the
Borrower, declare the Notes, all interest thereon and all other
amounts payable under this Agreement and the other Loan Documents
to be forthwith due and payable, whereupon the Notes, all such
interest and all such amounts shall become and be forthwith due
and payable, without presentment, demand, protest or further
notice of any kind, all of which are hereby expressly waived by
the Borrower, and (B) by notice to each party required under the
terms of any agreement in support of which a Standby Letter of
Credit is issued, request that all Obligations under such
agreement be declared to be due and payable; provided, however,
that in the event of an actual or deemed entry of an order for
relief with respect to any Loan Party that is a Non-Filing
Subsidiary under the Federal Bankruptcy Code, (x) the Commitments
of each Lender Party and the obligation of each Lender Party to
make Advances (other than Letter of Credit Advances by the
Issuing Bank or a Working Capital Lender pursuant to
Section 2.03(c) and Swing Line Advances by a Working Capital
Lender pursuant to Section 2.02(b)) and of the Issuing Bank to
issue Letters of Credit shall automatically be terminated and
(y) the Notes, all such interest and all such amounts shall
automatically become and be due and payable, without presentment,
demand, protest or any notice of any kind, all of which are
hereby expressly waived by the Borrower.

          Upon the occurrence and during the continuance of an
Event of Default, the automatic stay provided in Section 362 of
the Bankruptcy Code shall be deemed automatically vacated and the
Administrative Agent, on behalf of the Lenders, shall, upon 5
days prior written notice to the Borrower and any creditors'
committee appointed in the Cases pursuant to Section 1102 of the
Bankruptcy Code, be immediately permitted to, among other things,
pursue any and all of its remedies against any Loan Party or the
Collateral and seek payment in respect of all Obligations.

          SECTION 6.02   Actions in Respect of the Letters of Credit upon
Default

          .  If any Event of Default shall have occurred and be
continuing, the Administrative Agent may, or shall at the request
of the Required Lenders, irrespective of whether it is taking any
of the actions described in Section 6.01 or otherwise, make
demand upon the Borrower to, and forthwith upon such demand the
Borrower will, pay to the Collateral Agent on behalf of the
Lender Parties in same day funds at the Collateral Agent's office
designated in such demand, for deposit in the L/C Collateral
Account, an amount equal to the aggregate Available Amount of all
Letters of Credit then outstanding.  If at any time the
Administrative Agent or the Collateral Agent determines that any
funds held in the L/C Collateral Account are subject to any right
or claim of any Person other than the Agents and the Lender
Parties or that the total amount of such funds is less than the
aggregate Available Amount of all Letters of Credit, the Borrower
will, forthwith upon demand by the Administrative Agent or the
Collateral Agent, pay to the Collateral Agent, as additional
funds to be deposited and held in the L/C Collateral Account, an
amount equal to the excess of (a) such aggregate Available Amount
over (b) the total amount of funds, if any, then held in the L/C
Collateral Account that the Administrative Agent or the
Collateral Agent, as the case may be, determines to be free and
clear of any such right and claim.  Upon the drawing of any
Letter of Credit for which funds are on deposit in the L/C
Collateral Account, such funds shall be applied to reimburse the
Issuing Bank or Working Capital Lenders, as applicable, to the
extent permitted by applicable law.

                            ARTICLE 7

                         PARENT GUARANTY



          SECTION 7.01   Guaranty

          .  (a) The Parent Guarantor hereby unconditionally and
irrevocably guarantees the punctual payment when due, whether at
scheduled maturity or on any date of a required prepayment or by
acceleration, demand or otherwise, of all Obligations of each
Loan Party now or hereafter existing under the Loan Documents,
(including, without limitation, any extensions, modifications,
substitutions, amendments or renewals of any or all of the
foregoing Obligations), whether direct or indirect, absolute or
contingent, and whether for principal, interest, fees, expenses
or otherwise (such Obligations being the "Guaranteed
Obligations"), and agrees to pay any and all expenses (including,
without limitation, reasonable counsel fees and expenses)
incurred by the Administrative Agent or the Lender Parties in
enforcing any rights under this Guaranty or any other Loan
Documents.  Without limiting the generality of the foregoing, the
Parent Guarantor's liability shall extend to all amounts that
constitute part of the Guaranteed Obligations and would be owed
by each Loan Party to the Administrative Agent or any Lender
Party under or in respect of the Loan Documents but for the fact
that they are unenforceable or not allowable due to the existence
of a bankruptcy, reorganization or similar proceeding involving
any Loan Party.

          (b)  The Parent Guarantor hereby unconditionally and
irrevocably agrees that in the event any payment shall be
required to be made to the Administrative Agent or any Lender
Party under this Guaranty or any other guaranty, the Parent
Guarantor will contribute, to the maximum extent permitted by
law, such amounts to each other guarantor so as to maximize the
aggregate amount paid to the Administrative Agent or any Lender
Parties under or in respect of the Loan Documents.

          SECTION 7.02   Guaranty Absolute

          .  The Parent Guarantor guarantees that the Guaranteed
Obligations will be paid strictly in accordance with the terms of
the Loan Documents, regardless of any law, regulation or order
now or hereafter in effect in any jurisdiction affecting any of
such terms or the rights of the Administrative Agent, the
Administrative Agents or the Lenders with respect thereto.  The
Obligations of the Parent Guarantor under this Guaranty are
independent of the Guaranteed Obligations or any other
Obligations of any Loan Party under the Loan Documents, and a
separate action or actions may be brought and prosecuted against
the Parent Guarantor to enforce this Guaranty, irrespective of
whether any action is brought against the Borrower or whether the
Borrower is joined in any such action or actions.  The liability
of the Parent Guarantor under this Guaranty shall be irrevocable,
absolute and unconditional irrespective of, and the Parent
Guarantor hereby irrevocably waives any defenses it may now or
hereinafter have in any way relating to, any or all of the
following:

          (a)  any lack of validity or enforceability of any Loan
Document, the Interim Order, the Final Order or any agreement or
instrument relating thereto;

          (b)  any change in the time, manner or place of payment
of, or in any other term of, all or any of the Guaranteed
Obligations or any other Obligations of any other Loan Party
under the Loan Documents, or any other amendment or waiver of or
any consent to departure from any Loan Document, including,
without limitation, any increase in the Guaranteed Obligations
resulting from the extension of additional credit to the
Borrower, the Parent Guarantor or any of their Subsidiaries or
otherwise;

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

          (d)  any manner of application of collateral, or
proceeds thereof, to all or any of the Guaranteed Obligations, or
any manner of sale or other disposition of any collateral for all
or any of the Guaranteed Obligations or any other Obligations of
any other Loan Party under the Loan Documents or any other assets
of the Borrower, the Parent Guarantor or any of their
Subsidiaries;

          (e)  any change, restructuring or termination of the
corporate or other legal structure or existence of the Borrower,
the Parent Guarantor or any of their Subsidiaries;

          (f)  any failure of the Administrative Agent or any
Lender Party to disclose to any Loan Party any information
relating to the business, condition (financial or otherwise),
operations, performance, properties or prospects of any Loan
Party now or hereafter known to the Administrative Agent or any
Lender Party (the Parent Guarantor waiving any duty on the part
of the Administrative Agent or any Lender Party to disclose such
information); or

          (h)  any other circumstance (including, without
limitation, any statute of limitations) or any existence of or
reliance on any representation by the Administrative Agent or any
Lender Party that might otherwise constitute a defense available
to, or a discharge of, the Borrower, the Parent Guarantor or any
other guarantor or surety.

This Guaranty shall continue to be effective or be reinstated, as
the case may be, if at any time any payment of any of the
Guaranteed Obligations is rescinded or must otherwise be returned
by the Administrative Agent or any Lender Party upon the
insolvency, bankruptcy or reorganization of the Borrower, the
Parent Guarantor or any of their Subsidiaries or otherwise, all
as though such payment had not been made.

          SECTION 7.03   Waiver

          .  (a)  The Parent Guarantor hereby unconditionally and
irrevocably waives promptness, diligence, notice of acceptance,
presentment, demand for performance, notice of nonperformance,
default, acceleration, protest or dishonor and any other notice
with respect to any of the Guaranteed Obligations and this
Guaranty and any requirement that the Administrative Agent or any
Lender Party protect, secure, perfect or insure any Lien or any
property subject thereto or exhaust any right or take any action
against any Loan Party or any other Person or any Collateral.

          (b)  The Parent Guarantor hereby unconditionally and
irrevocably waives any right to revoke this Guaranty and
acknowledges that this Guaranty is continuing in nature and
applies to all Guaranteed Obligations, whether existing now or in
the future.

          (c)  The Parent Guarantor hereby unconditionally and
irrevocably waives (i) any defense arising by reason of any claim
or defense based upon an election of remedies by the
Administrative Agent or any Lender Party that in any manner
impairs, reduces, releases or otherwise adversely affects the
subrogation, reimbursement, exoneration, contribution or
indemnification rights of the Parent Guarantor or other rights of
the Parent Guarantor to proceed against any of the Loan Parties,
any other guarantor or any other Person or any Collateral and
(ii) any defense based on any right of set-off or counterclaim
against or in respect of the Obligations of the Parent Guarantor
hereunder.

          (d)  The Parent Guarantor acknowledges that the
Administrative Agent may, without notice to or demand upon the
Parent Guarantor and without affecting the liability of the
Parent Guarantor under this Guaranty, foreclose under any
mortgage by nonjudicial sale, and the Parent Guarantor hereby
waives any defense to the recovery by the Administrative Agent
and the other Lender Parties against the Parent Guarantor of any
deficiency after such nonjudicial sale and any defense or
benefits that may be afforded by applicable law.

          (e)  The Parent Guarantor hereby unconditionally and
irrevocably waives any duty on the part of the Administrative
Agent or any Lender Party to disclose to the Parent Guarantor any
matter, fact or thing relating to the business, condition
(financial or otherwise), operations, performance, properties or
prospects of any other Loan Party or any of its Subsidiaries now
or hereafter known by the Administrative Agent or any Lender
Party.

          (f)   The Parent Guarantor acknowledges that it will
receive substantial direct and indirect benefits from the
financing arrangements contemplated by the Loan Documents and
that the waivers set forth in Section 7.02 and this Section 7.03
are knowingly made in contemplation of such benefits.

          SECTION 7.04   Payments Free and Clear of Taxes, Etc

          .  (a)  Any and all payments made by the Parent
Guarantor under or in respect of this Guaranty or any other Loan
Document shall be made, in accordance with Section 2.12, free and
clear of and without deduction for any and all present or future
Taxes and subject to the limitations set forth herein.  If the
Parent Guarantor shall be required by law to deduct any Taxes
from or in respect of any sum payable hereunder to any Lender
Party or the Administrative Agent, (i) the sum payable by the
Parent Guarantor by the Parent Guarantor shall be increased as
may be necessary so that after the Parent Guarantor and the
Administrative Agent have made all required deductions (including
deductions applicable to additional sums payable under this
Section 7.04) such Lender Party 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, (ii) the Parent
Guarantor shall make such deductions and (iii) the Parent
Guarantor shall pay the full amount deducted to the relevant
taxation authority or other authority in accordance with
applicable law.

          (b)  In addition, the Parent Guarantor agrees to pay
any present or future Other Taxes that arise from any payment
made under or in respect of this Guaranty or any other Loan
Document or from the execution, delivery or registration of,
performance under, or otherwise with respect to, this Guaranty
and the other Loan Documents.

          (c)  The Parent Guarantor will indemnify each Lender
Party and the Agents for the full amount of Taxes or Other Taxes
and for the full amount of taxes of any kind imposed by any
jurisdiction on amounts payable under this Section 7.04, imposed
on or paid by such Lender Party or Agent and any liability
(including, without limitation, any Taxes or Other Taxes imposed
by any jurisdiction on amounts payable under this Section) paid
by such Lender Party or any Agent (as the case may be) and any
liability (including penalties, interest and expenses) arising
therefrom or with respect thereto.  This indemnification shall be
made within 30 days from the date such Lender Party or such Agent
(as the case may be) makes written demand therefor.

          (d)  Within 30 days after the date of any payment of
Taxes by or on behalf of the Parent Guarantor, the Parent
Guarantor shall furnish to the Administrative Agent, at its
address referred to in Section 9.02, the original or a certified
copy of a receipt evidencing such payment.  In the case of any
payment hereunder by or on behalf of the Parent Guarantor through
an account or branch outside the United States or by or on behalf
of the Parent Guarantor by a payor that is not a United States
person, if the Parent Guarantor determines that no Taxes are
payable in respect thereof, the Parent Guarantor shall furnish,
or shall cause such payor to furnish, to the Administrative
Agent, at such address, an opinion of counsel acceptable to the
Administrative Agent stating that such payment is exempt from
Taxes.  For purposes of subsections (d) and (e) of this
Section 5, the terms "United States" and "United States person"
shall have the meanings specified in Section 7701 of the Internal
Revenue Code.

          (e)  Without prejudice to the survival of any other
agreement of the Parent Guarantor hereunder, the agreements and
obligations of the Parent Guarantor contained in Section 7.01(a)
(with respect to enforcement expenses), the last sentence of
Section 7.02 and this Section 7.04 shall survive the payment in
full of the Guaranteed Obligations and all other amounts payable
under this Guaranty.

          SECTION 7.05   Continuing Guaranty; Assignments

          .  This Guaranty is a continuing guaranty and shall (a)
remain in full force and effect until the latest of (i) the cash
payment in full of the Guaranteed Obligations and all other
amounts payable under this Guaranty, (ii) the Termination Date
and (iii) the latest date of expiration or termination of all
Letters of Credit, (b) be binding upon the Parent Guarantor, its
successors and assigns and (c) inure to the benefit of and be
enforceable by the Lender Parties, the Administrative Agent and
their successors, transferees and assigns.  Without limiting the
generality of the foregoing clause (c), any Lender Party may
assign or otherwise transfer all or any portion of its rights and
obligations hereunder (including, without limitation, all or any
portion of its Commitment, the Advances owing to it and the Note
or Notes held by it) to any other Person, and such other Person
shall thereupon become vested with all the benefits in respect
thereof granted to such Lender herein or otherwise, in each case
as provided in Section 9.07.  The Parent Guarantor shall not have
the right to assignment rights hereunder or any interest herein
without the prior written consent of the Administrative Agent.

          SECTION 7.06   Subrogation

          .  The Parent Guarantor hereby unconditionally and
irrevocably agrees not to exercise any rights that it may now or
hereafter acquire against the Borrower, any Loan Party or any
other insider guarantor that arise from the existence, payment,
performance or enforcement of the Parent Guarantor's Obligations
under this Agreement or any other Loan Document, including,
without limitation, any right of subrogation, reimbursement,
exoneration, contribution or indemnification and any right to
participate in any claim or remedy of the Administrative Agent or
any Lender Party against the Borrower or any other insider
guarantor or any Collateral, whether or not such claim, remedy or
right arises in equity or under contract, statute or common law,
including, without limitation, the right to take or receive from
the Borrower, any Loan Party or any other insider guarantor,
directly or indirectly, in cash or other property or by set-off
or in any other manner, payment or security on account of such
claim, remedy or right, unless and until all of the Guaranteed
Obligations and all other amounts payable under this Guaranty
shall have been paid in full in cash, all Letters of Credit shall
have expired or been terminated and the Commitments shall have
expired or terminated.  If any amount shall be paid to the Parent
Guarantor in violation of the preceding sentence at any time
prior to the latest of (a) the payment in full in cash of the
Guaranteed Obligations and all other amounts payable under this
Guaranty, (b) the Termination Date and (c) the latest date of
expiration or termination of all Letters of Credit, such amount
shall be received and held in trust for the benefit of the
Administrative Agent and the Lender Parties, shall be segregated
from other property and funds of the Parent Guarantor and shall
forthwith be paid to the Administrative Agent in the same form as
so received (with any necessary endorsement or assignment) to be
credited and applied to the Guaranteed Obligations and all other
amounts payable under this Guaranty, whether matured or
unmatured, in accordance with the terms of the Loan Documents, or
to be held as Collateral for any Guaranteed Obligations or other
amounts payable under this Guaranty thereafter arising.  If
(i) the Parent Guarantor shall make payment to the Administrative
Agent or any Lender Party of all or any part of the Guaranteed
Obligations, (ii) all of the Guaranteed Obligations and all other
amounts payable under this Guaranty shall be paid in full in
cash, (iii) the Termination Date shall have occurred and (iv) all
Letters of Credit shall have been expired or been terminated, the
Administrative Agent and the Lender Parties will, at the Parent
Guarantor's request and expense, execute and deliver to the
Parent Guarantor appropriate documents, without recourse and
without representation or warranty, necessary to evidence the
transfer by subrogation to the Parent Guarantor of an interest in
the Guaranteed Obligations resulting from such payment by the
Parent Guarantor.

          SECTION 7.07   Subordination

          .  The Parent Guarantor hereby subordinates any and all
debts, liabilities and other Obligations owed to the Parent
Guarantor by each Loan Party (the "Subordinated Obligations") to
the Guaranteed Obligations to the extent and in the manner
hereinafter set forth in this Section 7.07:

          (a)  Prohibited Payments, Etc.  Except during the
continuance of an Event of Default, the Parent Guarantor may
receive regularly scheduled payments from any Loan Party on
account of the Subordinated Obligations.  After the occurrence
and during the continuance of any Event of Default, however,
unless the Administrative Agent otherwise agrees, the Parent
Guarantor shall not demand, accept or take any action to collect
any payment on account of the Subordinated Obligations.

          (b)  Prior Payment of Guaranteed Obligations.  In these
Cases relating to any Loan Party, the Parent Guarantor agrees
that the Secured Parties shall be entitled to receive payment in
full in cash of all Guaranteed Obligations before the Parent
Guarantor receives payment of any Subordinated Obligations.

          (c)  Turn-Over.  After the occurrence and during the
continuance of any Event of Default, the Parent Guarantor shall,
if the Administrative Agent so requests, collect, enforce and
receive payments on account of the Subordinated Obligations as
trustee for the Lender Parties and deliver such payments to the
Administrative Agent on account of the Guaranteed Obligations,
together with any necessary endorsements or other instruments of
transfer, but without reducing or affecting in any manner the
liability of the Parent Guarantor under the other provisions of
this Guaranty.

          (d)  Administrative Agent Authorization.  After the
occurrence and during the continuance of any Event of Default,
the Administrative Agent is authorized and empowered, in its
discretion, (i) in the name of the Parent Guarantor, to collect
and enforce, and to submit claims in respect of, Subordinated
Obligations and to apply any amounts received thereon to the
Guaranteed Obligations (including any and all Post Petition
Interest), and (ii) to require the Parent Guarantor (A) to
collect and enforce, and to submit claims in respect of,
Subordinated Obligations and (B) to pay any amounts received on
such obligations to the Administrative Agent for application to
the Guaranteed Obligations.

                            ARTICLE 8

                           THE AGENTS



          SECTION 8.01   Authorization and Action

          .  Each Lender Party (in its capacities as a Lender,
the Swing Line Bank (if applicable), the Issuing Bank (if
applicable)) hereby appoints and authorizes each Agent to take
such action as agent on its behalf and to exercise such powers
and discretion under this Agreement and the other Loan Documents
as are delegated to such Agent by the terms hereof and thereof,
together with such powers and discretion as are reasonably
incidental thereto.  As to any matters not expressly provided for
by the Loan Documents (including, without limitation, enforcement
or collection of the Notes), no Agent shall be required to
exercise any discretion or take any action, but shall be required
to act or to refrain from acting (and shall be fully protected in
so acting or refraining from acting) upon the instructions of the
Required Lenders, and such instructions shall be binding upon all
Lender Parties and all holders of Notes; provided, however, that
no Agent shall be required to take any action that exposes such
Agent to personal liability or that is contrary to this Agreement
or applicable law.  Each Agent agrees to give to each Lender
Party prompt notice of each notice given to it by the Parent
Guarantor or the Borrower pursuant to the terms of this
Agreement.

          SECTION 8.02   Agents' Reliance, Etc

          .  Neither any Agent nor any of their respective
directors, officers, agents or employees shall be liable for any
action taken or omitted to be taken by it or them under or in
connection with the Loan Documents, except for its or their own
gross negligence or willful misconduct.  Without limitation of
the generality of the foregoing, each Agent:  (a) may treat the
payee of any Note as the holder thereof until, in the case of the
Administrative Agent, the Administrative Agent receives and
accepts an Assignment and Acceptance entered into by the Lender
that is the payee of such Note, as assignor, and an Eligible
Assignee, as assignee, or, in the case of any other Agent, such
Agent has received notice from the Administrative Agent that it
has received and accepted such Assignment and Acceptance, in each
case as provided in Section 9.07; (b) may consult with legal
counsel (including counsel for any Loan Party), independent
public accountants and other experts selected by it and shall not
be liable for any action taken or omitted to be taken in good
faith by it in accordance with the advice of such counsel,
accountants or experts; (c) makes no warranty or representation
to any Lender Party and shall not be responsible to any Lender
Party for any statements, warranties or representations (whether
written or oral) made in or in connection with the Loan
Documents; (d) shall not have any duty to ascertain or to inquire
as to the performance or observance of any of the terms,
covenants or conditions of any Loan Document on the part of any
Loan Party or to inspect the property (including the books and
records) of any Loan Party; (e) shall not be responsible to any
Lender Party for the due execution, legality, validity,
enforceability, genuineness, sufficiency or value of, or the
perfection or priority of any lien or security interest created
or purported to be created under or in connection with, any Loan
Document or any other instrument or document furnished pursuant
thereto; and (f) shall incur no liability under or in respect of
any Loan Document by acting upon any notice, consent, certificate
or other instrument or writing (which may be by telegram,
telecopy or telex) believed by it to be genuine and signed or
sent by the proper party or parties.

          SECTION 8.03   Citibank and Affiliates

          .  With respect to its Commitments, the Advances made
by it and the Notes issued to it, Citibank shall have the same
rights and powers under the Loan Documents as any other Lender
Party and may exercise the same as though it were not an Agent;
and the term "Lender Party" or "Lender Parties" shall, unless
otherwise expressly indicated, include Citibank in its individual
capacities.  Citibank and its affiliates may accept deposits
from, lend money to, act as trustee under indentures of, accept
investment banking engagements from and generally engage in any
kind of business with, any Loan Party, any of its Subsidiaries
and any Person who may do business with or own securities of any
Loan Party or any such Subsidiary, all as if Citibank were not an
Agent and without any duty to account therefor to the Lender
Parties.

          SECTION 8.04   Lender Party Credit Decision

          .  Each Lender Party acknowledges that it has,
independently and without reliance upon any Agent or any other
Lender Party and based on the financial statements referred to in
Section 4.01 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 Party also acknowledges
that it will, independently and without reliance upon any Agent
or any other Lender Party and based on such documents and
information as it shall deem appropriate at the time, continue to
make its own credit decisions in taking or not taking action
under this Agreement.

          SECTION 8.05   Indemnification

          .  (a)  Each Lender Party severally agrees to indemnify
each Agent (to the extent not promptly reimbursed by the
Borrower) from and against such Lender Party's ratable share
(determined as provided below) of any and all liabilities,
obligations, losses, damages, penalties, actions, judgments,
suits, costs, expenses or disbursements of any kind or nature
whatsoever that may be imposed on, incurred by, or asserted
against such Agent in any way relating to or arising out of the
Loan Documents or any action taken or omitted by such Agent under
the Loan Documents; provided, however, that no Lender Party shall
be liable for any portion of such liabilities, obligations,
losses, damages, penalties, actions, judgments, suits, costs,
expenses or disbursements resulting from such Agent's gross
negligence or willful misconduct as found in a final,
non-appealable judgment by a court of competent jurisdiction.
Without limitation of the foregoing, each Lender Party agrees to
reimburse each Agent promptly upon demand for its ratable share
of any costs and expenses (including, without limitation, fees
and expenses of counsel) payable by the Borrower under Section
9.04, to the extent that such Agent is not promptly reimbursed
for such costs and expenses by the Borrower.

          (b)  Each Lender Party severally agrees to indemnify
the Issuing Bank (to the extent not promptly reimbursed by the
Borrower) from and against such Lender Party's ratable share
(determined as provided below) of any and all liabilities,
obligations, losses, damages, penalties, actions, judgments,
suits, costs, expenses or disbursements of any kind or nature
whatsoever that may be imposed on, incurred by, or asserted
against the Issuing Bank in any way relating to or arising out of
the Loan Documents or any action taken or omitted by the Issuing
Bank under the Loan Documents; provided, however, that no Lender
Party shall be liable for any portion of such liabilities,
obligations, losses, damages, penalties, actions, judgments,
suits, costs, expenses or disbursements resulting from the
Issuing Bank's gross negligence or willful misconduct as found in
a final, non-appealable judgment by a court of competent
jurisdiction.  Without limitation of the foregoing, each Lender
Party agrees to reimburse the Issuing Bank promptly upon demand
for its ratable share of any costs and expenses (including,
without limitation, fees and expenses of counsel) payable by the
Borrower under Section 9.04, to the extent that the Issuing Bank
is not promptly reimbursed for such costs and expenses by the
Borrower.

          (c)  For purposes of this Section 8.05, the Lender
Parties' respective ratable shares of any amount shall be
determined, at any time, according to the sum of (i) the
aggregate principal amount of the Advances outstanding at such
time and owing to the respective Lender Parties, (ii) their
respective Pro Rata Shares of the aggregate Available Amount of
all Letters of Credit outstanding at such time and (iii) their
respective Unused Working Capital Commitments at such time;
provided that the aggregate principal amount of Swing Line
Advances owing to the Swing Line Bank and of Letter of Credit
Advances owing to the Issuing Bank shall be considered to be owed
to the Working Capital Lenders ratably in accordance with their
respective Working Capital Commitments.  The failure of any
Lender Party to reimburse any Agent or the Issuing Bank, as the
case may be, promptly upon demand for its ratable share of any
amount required to be paid by the Lender Parties to such Agent or
the Issuing Bank, as the case may be, as provided herein shall
not relieve any other Lender Party of its obligation hereunder to
reimburse such Agent or the Issuing Bank, as the case may be, for
its ratable share of such amount, but no Lender Party shall be
responsible for the failure of any other Lender Party to
reimburse such Agent or the Issuing Bank, as the case may be, for
such other Lender Party's ratable share of such amount.  Without
prejudice to the survival of any other agreement of any Lender
Party hereunder, the agreement and obligations of each Lender
Party contained in this Section 8.05 shall survive the payment in
full of principal, interest and all other amounts payable
hereunder and under the other Loan Documents.

          SECTION 8.06   Successor Agents

          .  Any Agent may resign as to any or all of the
Facilities at any time by giving written notice thereof to the
Lender Parties and the Borrower and may be removed as to all of
the Facilities at any time with or without cause by the Required
Lenders.  Upon any such resignation or removal, the Required
Lenders shall have the right to appoint a successor Agent as to
such of the Facilities as to which such Agent has resigned or
been removed.  If no successor Agent shall have been so appointed
by the Required Lenders, and shall have accepted such
appointment, within 30 days after the retiring Agent's giving of
notice of resignation or the Required Lenders' removal of the
retiring Agent, then the retiring Agent may, on behalf of the
Lender Parties, appoint a successor Agent, which shall be a
commercial bank organized under the laws of the United States or
of any State thereof and having a combined capital and surplus of
at least $250,000,000.  Upon the acceptance of any appointment as
Agent hereunder by a successor Agent as to all of the Facilities
and, in the case of a successor Collateral Agent, upon the
execution and filing or recording of such financing statements,
or amendments thereto, and such other instruments or notices, as
may be necessary or desirable, or as the Required Lenders may
request, in order to continue the perfection of the Liens granted
or purported to be granted by the Collateral Documents, such
successor Agent shall succeed to and become vested with all the
rights, powers, discretion, privileges and duties of the retiring
Agent, and the retiring Agent shall be discharged from its duties
and obligations under the Loan Documents. Upon the acceptance of
any appointment as Agent hereunder by a successor Agent as to
less than all of the Facilities and, in the case of a successor
Collateral Agent, upon the execution and filing or recording of
such financing statements, or amendments thereto, and such
amendments or supplements to the Mortgages, and such other
instruments or notices, as may be necessary or desirable, or as
the Required Lenders may request, in order to continue the
perfection of the Liens granted or purported to be granted by the
Collateral Documents, such successor Agent shall succeed to and
become vested with all the rights, powers, discretion, privileges
and duties of the retiring Agent as to such Facilities, other
than with respect to funds transfers and other similar aspects of
the administration of Borrowings under such Facilities, issuances
of Letters of Credit (notwithstanding any resignation as Agent
with respect to the Letter of Credit Facility) and payments by
the Borrower in respect of such Facilities, and the retiring
Administrative Agent shall be discharged from its duties and
obligations under this Agreement as to such Facilities, other
than as aforesaid. If within 45 days after written notice is
given of the retiring Agent's resignation or removal under this
Section 8.06 no successor Agent shall have been appointed and
shall have accepted such appointment, then on such 45th day (i)
the retiring Agent's resignation or removal shall become
effective, (ii) the retiring Agent shall thereupon be discharged
from its duties and obligations under the Loan Documents and
(iii) the Required Lenders shall thereafter perform all duties of
the retiring Agent under the Loan Documents until such time, if
any, as the Required Lenders appoint a successor Agent as
provided above.  After any retiring Agent's resignation or
removal hereunder as Agent as to any of the Facilities shall have
become effective, the provisions of this Article VII shall inure
to its benefit as to any actions taken or omitted to be taken by
it while it was Agent as to such Facilities under this Agreement.

          SECTION 8.07   Other Agents

          .  Each Lender Party  hereby acknowledges that any
other Lender Party designated as any "Agent" on the signature
pages hereof has no responsibilities or liability hereunder other
than in its capacity as a Lender.

                            ARTICLE 9

                          MISCELLANEOUS



          SECTION 9.01   Amendments, Etc

          .  (a)  No amendment or waiver of any provision of this
Agreement or the Notes or any other Loan Document, nor consent to
any departure by any Loan Party therefrom, shall in any event be
effective unless the same shall be in writing and signed (or, in
the case of the Collateral Documents, consented to) by the
Required Lenders, and then such waiver or consent shall be
effective only in the specific instance and for the specific
purpose for which given; provided, however, that (i) no
amendment, waiver or consent shall, unless in writing and signed
by all of the Lender Parties (other than any Lender Party that
is, at such time, a Defaulting Lender), do any of the following
at any time:  (A) waive any of the conditions specified in
Section 3.01 or, in the case of the Initial Extension of Credit,
Section 3.02, (B) change the number of Lenders or the percentage
of (1) the Commitments, (2) the aggregate unpaid principal amount
of the Advances or (3) the aggregate Available Amount of
outstanding Letters of Credit that, in each case, shall be
required for the Lenders or any of them to take any action
hereunder, (C) reduce or limit the obligations of the Parent
Guarantor under Section 7.01 or of any Subsidiary Guarantor under
Section 1 of the Subsidiary Guaranty or otherwise limit such
Guarantor's liability with respect to the Obligations owing to
the Agents and the Lender Parties, (D) release all or
substantially all of the Collateral in any transaction or series
of related transactions or permit the creation, incurrence,
assumption or existence of any Lien on all or substantially all
of the Collateral in any transaction or series of related
transactions to secure any Obligations other than Obligations
owing to the Secured Parties under the Loan Documents, (E) amend
Section 2.13 or this Section 9.01, (F) increase the percentages
included in clauses (a), (b), (c) or (d) of the definition of
"Loan Value", (G) consent to any amendment or modification of the
Interim Order or the Final Order and (b) no amendment, waiver or
consent shall, unless in writing and signed by the Required
Lenders and each Lender (other than any Lender that is, at such
time, a Defaulting Lender) that has a Commitment under, or is
owed any amounts under or in respect of, the Term Facility or
Working Capital Facility if such Lender is directly affected by
such amendment, waiver or consent, (A) increase the Commitments
of such Lender, (B) reduce the principal of, or interest on, the
Notes held by such Lender or any fees or other amounts payable
hereunder to such Lender, (C) postpone any date fixed for any
payment of principal of, or interest on, the Notes held by such
Lender or any fees or other amounts payable hereunder to such
Lender, or (D) change the order of application of any prepayment
set forth in Section 2.06 in any manner that materially affects
such Lender; provided further that no amendment, waiver or
consent shall, unless in writing and signed by the Swing Line
Bank or the Issuing Bank, as the case may be, in addition to the
Lenders required above to take such action, affect the rights or
obligations of the Swing Line Bank or of the Issuing Bank, as the
case may be, under this Agreement; and provided further that no
amendment, waiver or consent shall, unless in writing and signed
by an Agent in addition to the Lenders required above to take
such action, affect the rights or duties of such Agent under this
Agreement or the other Loan Documents.

          (b)  If, in connection with any proposed amendment or
waiver of any of the provisions of this Agreement or any other
Loan Document as contemplated by Section 9.01(a) above, the
consent of the Required Lenders is obtained but the consent of
one or more of such other Lenders whose consent is not obtained,
then the Administrative Agent shall have the right to purchase
(and such Lender shall sell) the interest of each such
non-consenting Lender, together with accrued and unpaid interest,
and assume each such Lender's Commitment.

          SECTION 9.02   Notices, Etc

          .  All notices and other communications provided for
hereunder shall be in writing (including telegraphic, telecopy or
telex communication) and mailed, telegraphed, telecopied, telexed
or delivered, if to the Parent Guarantor, the Borrower or any
other Loan Party, at the address or the Parent Guarantor at 10201
Main Street, Houston, Texas 77025, Attention: Principal Financial
Officer, with a copy to Corporate Counsel; if to any Initial
Lender or the Initial Issuing Bank, at its Domestic Lending
Office specified opposite its name on Schedule I hereto; if to
any other Lender Party, at its Domestic Lending Office specified
in the Assignment and Acceptance pursuant to which it became a
Lender Party; if to the Collateral Agent, at its address at 399
Park Avenue, New York, New York 10043, Attention: Michael Schadt;
and if to the Administrative Agent, at its address at 399 Park
Avenue, New York, New York 10043, Attention: Michael Schadt; or,
as to the Parent Guarantor, the Borrower or the Administrative
Agent, at such other address as shall be designated by such party
in a written notice to the other parties and, as to each other
party, at such other address as shall be designated by such party
in a written notice to the Borrower and the Administrative Agent.
All such notices and communications shall, when mailed,
telegraphed, telecopied or telexed, be effective when deposited
in the mails, delivered to the telegraph company, transmitted by
telecopier or confirmed by telex answerback, respectively, except
that notices and communications to any Agent pursuant to
Article II, III or VIII shall not be effective until received by
such Agent.  Delivery by telecopier of an executed counterpart of
a signature page to any amendment or waiver of any provision of
this Agreement or the Notes or of any Exhibit hereto to be
executed and delivered hereunder shall be effective as delivery
of an original executed counterpart thereof.

          SECTION 9.03   No Waiver; Remedies

          .  No failure on the part of any Lender Party or any
Agent to exercise, and no delay in exercising, any right
hereunder or under any Note or any other Loan Document shall
operate as a waiver thereof; nor shall any single or partial
exercise of any such right preclude any other or further exercise
thereof or the exercise of any other right.  The remedies herein
provided are cumulative and not exclusive of any remedies
provided by law.

          SECTION 9.04   Costs and Expenses

          .  (a)  The Borrower agrees to pay on demand (i) all
reasonable costs and expenses of each Agent in connection with
the preparation, execution, delivery, administration,
modification and amendment of, or any consent or waiver under the
Loan Documents (including, without limitation, (A) all due
diligence, collateral review, syndication, transportation,
computer, duplication, appraisal, audit, insurance, consultant,
search, filing and recording fees and expenses and (B) the
reasonable fees and expenses of counsel for each Agent with
respect thereto, with respect to advising such Agent as to its
rights and responsibilities, or the perfection, protection or
preservation of rights or interests, under the Loan Documents and
the Interim Order and the Final Order, with respect to
negotiations with any Loan Party or with other creditors of any
Loan Party or any of its Subsidiaries arising out of any Default
or any events or circumstances that may give rise to a Default
and with respect to any review of pleadings and documents related
to the Cases, attendance at meetings related to the Cases,
general monitoring of the Cases and any subsequent Chapter 7
case, and (ii) all costs and expenses of each Agent and each
Lender Party in connection with the enforcement of the Loan
Documents and the Interim Order and the Final Order, whether in
any action, suit or litigation, any bankruptcy, insolvency or
other similar proceeding affecting creditors' rights generally
(including, without limitation, the reasonable fees and expenses
of counsel for the Administrative Agent and each Lender Party
with respect thereto).

          (b)  The Borrower agrees to indemnify and hold harmless
each Agent, each Lender Party and each of their Affiliates and
their officers, directors, employees, agents and advisors (each,
an "Indemnified Party") from and against any and all claims,
damages, losses, liabilities and expenses (including, without
limitation, reasonable fees and expenses of counsel) that may be
incurred by or asserted or awarded against any Indemnified Party,
in each case arising out of or in connection with or by reason of
(including, without limitation, in connection with any
investigation, litigation or proceeding or preparation of a
defense in connection therewith) (i) the Facilities, the actual
or proposed use of the proceeds of the Advances or the Letters of
Credit, the Transaction Documents or any of the transactions
contemplated thereby or (ii) the actual or alleged presence of
Hazardous Materials on any property of any Loan Party or any of
its Subsidiaries or any Environmental Action relating in any way
to any Loan Party or any of its Subsidiaries, except to the
extent such claim, damage, loss, liability or expense is found in
a final, non-appealable judgment by a court of competent
jurisdiction to have resulted from such Indemnified Party's gross
negligence or willful misconduct.  In the case of an
investigation, litigation or other proceeding to which the
indemnity in this Section 9.04(b) applies, such indemnity shall
be effective whether or not such investigation, litigation or
proceeding is brought by any Loan Party, its directors,
shareholders or creditors or an Indemnified Party or any other
Person whether or not or any Indemnified Party is otherwise a
party thereto and whether or not the transactions contemplated by
the Transaction Documents are consummated.  The Borrower also
agrees not to assert any claim against any Agent, any Lender
Party or any of their Affiliates, or any of their respective
officers, directors, employees, attorneys and agents, on any
theory of liability, for special, indirect, consequential or
punitive damages arising out of or otherwise relating to the
Facilities, the actual or proposed use of the proceeds of the
Advances or the Letters of Credit, the Transaction Documents or
any of the transactions contemplated by the Transaction
Documents.

          (c)  If any payment of principal of, or Conversion of,
any Eurodollar Rate Advance is made by the Borrower to or for the
account of a Lender Party other than on the last day of the
Interest Period for such Advance, as a result of a payment or
Conversion pursuant to Section 2.06, 2.09(b)(i) or 2.10(d),
acceleration of the maturity of the Notes pursuant to
Section 6.01 or for any other reason, or if the Borrower fails to
make any payment or prepayment of an Advance for which a notice
of prepayment has been given or that is otherwise required to be
made, whether pursuant to Section 2.04, 2.06 or 6.01 or
otherwise, the Borrower shall, upon demand by such Lender Party
(with a copy of such demand to the Administrative Agent), pay to
the Administrative Agent for the account of such Lender Party any
amounts required to compensate such Lender Party for any
additional losses, costs or expenses that it may reasonably incur
as a result of such payment or such failure to pay or prepay, as
the case may be, including, without limitation, any loss, cost or
expense incurred by reason of the liquidation or reemployment of
deposits or other funds acquired by any Lender Party to fund or
maintain such Advance.

          (d)  If any Loan Party fails to pay when due any costs,
expenses or other amounts payable by it under any Loan Document,
including, without limitation, fees and expenses of counsel and
indemnities, such amount may be paid on behalf of such Loan Party
by the Administrative Agent or any Lender Party, in its sole
discretion.

          (e)  Without prejudice to the survival of any other
agreement of any Loan Party hereunder or under any other Loan
Document, the agreements and obligations of the Borrower
contained in Sections 2.10 and 2.12 and this Section 9.04 shall
survive the payment in full of principal, interest and all other
amounts payable hereunder and under any of the other Loan
Documents.

          SECTION 9.05   Right of Set-off

          .  Upon (a) the occurrence and during the continuance
of any Event of Default and (b) the making of the request or the
granting of the consent specified by Section 6.01 to authorize
the Administrative Agent to declare the Notes due and payable
pursuant to the provisions of Section 6.01, each Agent and each
Lender Party and each of their respective Affiliates is hereby
authorized at any time and from time to time, to the fullest
extent permitted by law, to set off and otherwise apply any and
all deposits (general or special, time or demand, provisional or
final) at any time held and other indebtedness at any time owing
by such Agent, such Lender Party or such Affiliate to or for the
credit or the account of the Parent Guarantor or any Borrower
against any and all of the Obligations of the Parent Guarantor or
the Borrower now or hereafter existing under the Loan Documents,
irrespective of whether such Agent or such Lender Party shall
have made any demand under this Agreement or such Note or Notes
and although such obligations may be unmatured.  Each Agent and
each Lender Party agrees promptly to notify the Parent Guarantor
or the Borrower after any such set-off and application; provided,
however, that the failure to give such notice shall not affect
the validity of such set-off and application.  The rights of each
Agent and each Lender Party and their respective Affiliates under
this Section are in addition to other rights and remedies
(including, without limitation, other rights of set-off) that
such Agent, such Lender Party and their respective Affiliates may
have.

          SECTION 9.06   Binding Effect

          .  This Agreement shall become effective when it shall
have been executed by the Borrower, the Parent Guarantor and each
Agent and the Administrative Agent shall have been notified by
each Initial Lender and the Initial Issuing Bank that such
Initial Lender and the Initial Issuing Bank has executed it and
thereafter shall be binding upon and inure to the benefit of the
Borrower, the Parent Guarantor, each Agent and each Lender Party
and their respective successors and assigns, except that no
Borrower shall  have the right to assign its rights hereunder or
any interest herein without the prior written consent of the
Lender Parties.

          SECTION 9.07   Assignments and Participations

          .  (a)  Each Lender may and, so long as no Default has
occurred and is continuing, if demanded by the Borrower
(following a demand by such Lender pursuant to Section 2.10 or
2.12) upon at least 10 Business Days' notice to such Lender and
the Administrative Agent, will assign to one or more Eligible
Assignees all or a portion of its rights and obligations under
this Agreement (including, without limitation, all or a portion
of its Commitment or Commitments, the Advances owing to it and
the Note or Notes held by it); provided, however, that (i) each
such assignment shall be of a uniform, and not a varying,
percentage of all rights and obligations under and in respect of
all of the Facilities, (ii) except in the case of an assignment
to a Person that, immediately prior to such assignment, was a
Lender or an assignment of all of a Lender's rights and
obligations under this Agreement, the aggregate amount of the
Commitments being assigned to such Eligible Assignee pursuant to
such assignment (determined as of the date of the Assignment and
Acceptance with respect to such assignment) shall in no event be
less than $5,000,000 under each Facility for which a Commitment
is being assigned, (iii) each such assignment shall be to an
Eligible Assignee, (iv) each such assignment made as a result of
a demand by the Borrower pursuant to this Section 9.07(a) shall
be arranged by the Borrower after consultation with the
Administrative Agent and shall be either an assignment of all of
the rights and obligations of the assigning Lender under this
Agreement or an assignment of a portion of such rights and
obligations made concurrently with another such assignment or
other such assignments that together cover all of the rights and
obligations of the assigning Lender under this Agreements, (v) no
Lender shall be obligated to make any such assignment as a result
of a demand by the Borrower pursuant to this Section 9.07(a)
unless and until such Lender shall have received one or more
payments from either the Borrower or one or more Eligible
Assignees in an aggregate amount at least equal to the aggregate
outstanding principal amount of the Advances owing to such
Lender, together with accrued interest thereon to the date of
payment of such principal amount and all other amounts payable to
such Lender under this Agreement, (vi) no such assignments shall
be permitted without the consent of the Administrative Agent
until the Administrative Agent shall have notified the Lender
Parties that syndication of the Commitments hereunder has been
completed, and (v) the parties to each such assignment shall
execute and deliver to the Administrative Agent, for its
acceptance and recording in the Register, an Assignment and
Acceptance, together with any Note or Notes subject to such
assignment and a processing and recordation fee of $3,500.

          (b)  Upon such execution, delivery, acceptance and
recording, from and after the effective date specified in such
Assignment and Acceptance, (x) the assignee thereunder shall be a
party hereto and, to the extent that rights and obligations
hereunder have been assigned to it pursuant to such Assignment
and Acceptance, have the rights and obligations of a Lender or
Issuing Bank, as the case may be, hereunder and (y) the Lender or
Issuing Bank assignor thereunder shall, to the extent that rights
and obligations hereunder have been assigned by it pursuant to
such Assignment and Acceptance, relinquish its rights and be
released from its obligations under this Agreement (and, in the
case of an Assignment and Acceptance covering all of the
remaining portion of an assigning Lender's or Issuing Bank's
rights and obligations under this Agreement, such Lender or
Issuing Bank shall cease to be a party hereto).

          (c)  By executing and delivering an Assignment and
Acceptance, each Lender Party assignor thereunder and each
assignee thereunder confirm to and agree with each other and the
other parties thereto and hereto as follows:  (i) other than as
provided in such Assignment and Acceptance, such assigning Lender
Party makes no representation or warranty and assumes no
responsibility with respect to any statements, warranties or
representations made in or in connection with any Loan Document
or the execution, legality, validity, enforceability,
genuineness, sufficiency or value of, or the perfection or
priority of any lien or security interest created or purported to
be created under or in connection with, any Loan Document or any
other instrument or document furnished pursuant thereto;
(ii) such assigning Lender Party makes no representation or
warranty and assumes no responsibility with respect to the
financial condition of any Loan Party or the performance or
observance by any Loan Party of any of its obligations under any
Loan Document or any other instrument or document furnished
pursuant thereto; (iii) such assignee confirms that it has
received a copy of this Agreement, together with copies of the
financial statements referred to in Section 4.01 and such other
documents and information as it has deemed appropriate to make
its own credit analysis and decision to enter into such
Assignment and Acceptance; (iv) such assignee will, independently
and without reliance upon any Agent, such assigning Lender Party
or any other Lender Party and based on such documents and
information as it shall deem appropriate at the time, continue to
make its own credit decisions in taking or not taking action
under this Agreement; (v) such assignee confirms that it is an
Eligible Assignee; (vi) such assignee appoints and authorizes
each Agent to take such action as agent on its behalf and to
exercise such powers and discretion under the Loan Documents as
are delegated to such Agent by the terms hereof, together with
such powers and discretion as are reasonably incidental thereto;
and (vii) such assignee agrees that it will perform in accordance
with their terms all of the obligations which by the terms of
this Agreement are required to be performed by it as a Lender or
Issuing Bank, as the case may be.

          (d)  The Administrative Agent shall maintain at its
address referred to in Section 9.02 a copy of each Assignment and
Acceptance delivered to and accepted by it and a register for the
recordation of the names and addresses of the Lender Parties and
the Commitment under each Facility of, and principal amount of
the Advances owing under each Facility to, each Lender Party from
time to time (the "Register").  The entries in the Register shall
be conclusive and binding for all purposes, absent manifest
error, and the Borrower, the Agents and the Lender Parties may
treat each Person whose name is recorded in the Register as a
Lender Party hereunder for all purposes of this Agreement.  The
Register shall be available for inspection by the Borrower or any
Lender Party at any reasonable time and from time to time upon
reasonable prior notice.

          (e)  Upon its receipt of an Assignment and Acceptance
executed by an assigning Lender Party and an assignee, together
with any Note or Notes subject to such assignment, the
Administrative Agent shall, if such Assignment and Acceptance has
been completed and is in substantially the form of Exhibit C
hereto, (i) accept such Assignment and Acceptance, (ii) record
the information contained therein in the Register and (iii) give
prompt notice thereof to the Borrower and each other Agent.  In
the case of any assignment by a Lender, within five Business Days
after its receipt of such notice, the Borrower, at its own
expense, shall execute and deliver to the Administrative Agent in
exchange for the surrendered Note or Notes a new Note to the
order of such Eligible Assignee in an amount equal to the
Commitment assumed by it under each Facility pursuant to such
Assignment and Acceptance and, if any assigning Lender has
retained a Commitment hereunder under such Facility, a new Note
to the order of such assigning Lender in an amount equal to the
Commitment retained by it hereunder.  Such new Note or Notes
shall be in an aggregate principal amount equal to the aggregate
principal amount of such surrendered Note or Notes, shall be
dated the effective date of such Assignment and Acceptance and
shall otherwise be in substantially the form of Exhibit A-1 or A-
2, as applicable, hereto.

          (f)  The Issuing Bank may assign to an Eligible
Assignee all of its rights and obligations under the undrawn
portion of its Letter of Credit Commitment at any time; provided,
however, that (i) each such assignment shall be to an Eligible
Assignee and (ii) the parties to each such assignment shall
execute and deliver to the Administrative Agent, for its
acceptance and recording in the Register, an Assignment and
Acceptance, together with a processing and recordation fee of
$3,500.

          (g)  Each Lender Party may sell participations to one
or more Persons (other than any Loan Party or any of its
Affiliates) in or to all or a portion of its rights and
obligations under this Agreement (including, without limitation,
all or a portion of its Commitments, the Advances owing to it and
the Note or Notes (if any) held by it); provided, however, that
(i) such Lender Party's obligations under this Agreement
(including, without limitation, its Commitments) shall remain
unchanged, (ii) such Lender Party shall remain solely responsible
to the other parties hereto for the performance of such
obligations, (iii) such Lender Party shall remain the holder of
any such Note for all purposes of this Agreement, (iv) the
Borrower, the Agents and the other Lender Parties shall continue
to deal solely and directly with such Lender Party in connection
with such Lender Party's rights and obligations under this
Agreement and (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 any Loan Party therefrom, except to the extent that such
amendment, waiver or consent would reduce the principal of, or
interest on, the Notes or any fees or other amounts payable
hereunder, in each case to the extent subject to such
participation, postpone any date fixed for any payment of
principal of, or interest on, the Notes or any fees or other
amounts payable hereunder, in each case to the extent subject to
such participation, or release all or substantially all of the
Collateral.

          (h)  Any Lender Party may, in connection with any
assignment or participation or proposed assignment or
participation pursuant to this Section 9.07, disclose to the
assignee or participant or proposed assignee or participant, any
information relating to the Parent Guarantor or the Borrower
furnished to such Lender Party by or on behalf of the Borrower;
provided, however, that, prior to any such disclosure, the
assignee or participant or proposed assignee or participant shall
agree to preserve the confidentiality of any Confidential
Information received by it from such Lender Party.

          (i)  Notwithstanding any other provision set forth in
this Agreement, any Lender Party may at any time create a
security interest in all or any portion of its rights under this
Agreement (including, without limitation, the Advances owing to
it and the Note or Notes held by it) in favor of any Federal
Reserve Bank in accordance with Regulation A of the Board of
Governors of the Federal Reserve System.

          (j)  Notwithstanding anything to the contrary contained
herein, any Lender that is a fund that invests in bank loans may
create a security interest in all or any portion of the Advances
owing to it and the Note or Notes held by it to the trustee for
holders of obligations owed, or securities issued, by such fund
as security for such obligations or securities, provided that
unless and until such trustee actually becomes a Lender in
compliance with the other provisions of this Section 9.07, (i) no
such pledge shall release the pledging Lender from any of its
obligations under the Loan Documents and (ii) such trustee shall
not be entitled to exercise any of the rights of a Lender under
the Loan Documents even though such trustee may have acquired
ownership rights with respect to the pledged interest through
foreclosure or otherwise.

          (k)  Notwithstanding anything to the contrary contained
herein, any Lender Party (a "Granting Lender") may grant to a
special purpose funding vehicle identified as such in writing
from time to time by the Granting Lender to the Administrative
Agent and the Borrower (an "SPC") the option to provide all or
any part of any Advance that such Granting Lender would otherwise
be obligated to make pursuant to this Agreement, provided that
(i) nothing herein shall constitute a commitment by any SPC to
fund any Advance, and (ii) if an SPC elects not to exercise such
option or otherwise fails to make all or any part of such
Advance, the Granting Lender shall be obligated to make such
Advance pursuant to the terms hereof.  The making of an Advance
by an SPC hereunder shall utilize the Commitment of the Granting
Lender to the same extent, and as if, such Advance were made by
such Granting Lender.  Each party hereto hereby agrees that (i)
no SPC shall be liable for any indemnity or similar payment
obligation under this Agreement for which a Lender Party would be
liable, (ii) no SPC shall be entitled to the benefits of Sections
2.10 and 2.12 (or any other increased costs protection provision)
and (iii) the Granting Bank shall for all purposes, including,
without limitation, the approval of any amendment or waiver of
any provision of any Loan Document, remain the Lender Party of
record hereunder.  Notwithstanding anything to the contrary
contained in this Agreement, any SPC may (i) with notice to, but
without prior consent of, the Borrower and the Administrative
Agent and with the payment of a processing fee of $500, assign
all or any portion of its interest in any Advance to the Granting
Lender and (ii) disclose on a confidential basis any  non-public
information relating to its funding of Advances to any rating
agency, commercial paper dealer or provider of any surety or
guarantee or credit or liquidity enhancement to such SPC.  This
subsection (k) may not be amended without the prior written
consent of each Granting Lender, all or any part of whose
Advances are being funded by the SPC at the time of such
amendment.

          SECTION 9.08   Execution in Counterparts

          .  This Agreement may be executed in any number of
counterparts and by different parties hereto in separate
counterparts, each of which when so executed shall be deemed to
be an original and all of which taken together shall constitute
one and the same agreement.  Delivery by telecopier of an
executed counterpart of a signature page to this Agreement shall
be effective as delivery of an original executed counterpart of
this Agreement.

          SECTION 9.09   No Liability of the Issuing Bank

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

          SECTION 9.10   Release of Collateral

          .  Upon the sale, lease, transfer or other disposition
of any item of Collateral of any Loan Party in accordance with
the terms of the Loan Documents, the Collateral Agent will, at
the Borrower's expense, execute and deliver to such Loan Party
such documents as such Loan Party may reasonably request to
evidence the release of such item of Collateral from the
assignment and security interest granted under the Collateral
Documents in accordance with the terms of the Loan Documents.

          SECTION 9.11   Jurisdiction, Etc

          .  (a)  Each of the parties hereto hereby irrevocably
and unconditionally submits, for itself and its property, to the
nonexclusive jurisdiction of the Bankruptcy Court or of any New
York State court or federal court of the United States of America
sitting in New York City, and any appellate court from any
thereof, in any action or proceeding arising out of or relating
to this Agreement or any of the other Loan Documents to which it
is a party, or for recognition or enforcement of any judgment,
and each of the parties hereto hereby irrevocably and
unconditionally agrees that all claims in respect of any such
action or proceeding may be heard and determined in the
Bankruptcy Court or in any such New York State court or, to the
extent permitted by law, in such federal court.  Each of the
parties hereto agrees that a final judgment in any such action or
proceeding shall be conclusive and may be enforced in other
jurisdictions by suit on the judgment or in any other manner
provided by law.  Nothing in this Agreement shall affect any
right that any party may otherwise have to bring any action or
proceeding relating to this Agreement or any of the other Loan
Documents in the courts of any jurisdiction.

          (b)  Each of the parties hereto irrevocably and
unconditionally waives, to the fullest extent it may legally and
effectively do so, any objection that it may now or hereafter
have to the laying of venue of any suit, action or proceeding
arising out of or relating to this Agreement or any of the other
Loan Documents to which it is a party in the Bankruptcy Court or
in any New York State or federal court.  Each of the parties
hereto hereby irrevocably waives, to the fullest extent permitted
by law, the defense of an inconvenient forum to the maintenance
of such action or proceeding in any such court.

          SECTION 9.12   Governing Law

          .  This Agreement and the Notes shall be governed by,
and construed in accordance with, the laws of the State of
New York and, to the extent applicable, the Bankruptcy Code.

          SECTION 9.13   Waiver of Jury Trial

          .  Each of the Parent Guarantor, the Borrower, the
Agents and the Lender Parties irrevocably waives all right to
trial by jury in any action, proceeding or counterclaim (whether
based on contract, tort or otherwise) arising out of or relating
to any of the Loan Documents, the Advances or the actions of any
Agent or any Lender Party in the negotiation, administration,
performance or enforcement thereof.

          IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed by their respective officers thereunto
duly authorized, as of the date first above written.

                              SPECIALITY RETAILERS, INC.,
                                  as Borrower

                              By: /s/ John Wiesner
                                 Title: Chief Executive Officer


                              STAGE STORES, INC.,
                                  as Parent Guarantor

                              By: /s/ John Wiesner
                                 Title: Chief Executive Officer


                              CITICORP USA, INC.,
                                  as Administrative Agent

                              By: /s/ Claudia Slacik
                                 Title: Managing Director


                              CITICORP USA, INC.,
                                  as Collateral Agent

                              By: /s/ Claudia Slacik
                                 Title: Managing Director

                         Initial Lenders


                              CITIBANK, N.A.

                              By: /s/ Claudia Slacik
                                 Title: Managing Director


                          Initial Issuing Bank


                              CITIBANK, N.A.

                              By: /s/ Claudia Slacik
                                 Title: Managing Director

                           Swing Line Bank


                              CITIBANK, N.A.

                              By: /s/ Claudia Slacik
                                 Title:  Managing Director








                            SCHEDULES

      TO THAT CERTAIN DEBTOR-IN-POSSESSION CREDIT AGREEMENT

                    DATED AS OF JUNE 2, 2000,

                          BY AND AMONG

   SPECIALTY RETAILERS, INC., A TEXAS CORPORATION, AS BORROWER

 STAGE STORES, INC., A DELAWARE CORPORATION, AS PARENT GUARANTOR

           ARTICLE 10     CITIBANK, AS INITIAL LENDER,



               CITIBANK, AS INITIAL ISSUING BANK,

                  CITIBANK, AS SWING LINE BANK,

           CITICORP USA, INC. AS COLLATERAL AGENT AND

                               AND

    ARTICLE 11     CITICORP USA, INC. AS ADMINISTRATIVE AGENT



















  Note:     The information set forth in the following Schedules

  is cumulative in effect such that information set forth on one

  Schedule will be deemed, where appropriate, to have been set

  forth on each and every of the following Schedules, whether or

  not specifically set forth therein.  Any capitalized term not

  otherwise expressly defined in the following Schedules shall

  have the meaning assigned to such term in that certain Debtor-

  In-Possession Credit Agreement dated as of June 2, 2000, by

  and among Specialty Retailers, Inc. as Borrower, Stage Stores,

  Inc. as Parent Guarantor, Citibank as Initial Lender, Citibank

  as Initial Issuing Bank, Citibank as Swing Line Bank, and

  Citicorp USA, Inc. as Collateral Agent and Administrative

  Agent (the "Credit Agreement").





                           SCHEDULE I

           COMMITMENTS AND APPLICABLE LENDING OFFICES




              Working              Letter      Domestic       Eurodollar
         Na   Capital     Term       of         Lending         Lending
         me  Commitmen  Commitme   Credit        Office           Office
         of      t         nt     Commitme
         In                          nt
         it
         ia
         l
         Le
         nd
         er
         Ci  $300,000,  $150,000  $40,000,  1 Penn's Way    1 Penn's Way
         ti  000        ,000      000       New Castle, DE  New Castle, DE
         ba                                 19720           19720
         nk                                 Attn: Anne      Attn: Anne
         ,                                  Marie Pavco     Marie Pavco
         N.                                 Tel: (302) 894- Tel: (302) 894-
         A.                                 6010            6010
                                            Fax: (302) 894- Fax: (302) 894-
                                            6120            6120




                           SCHEDULE II


                Borrower's Account with Citibank.


Account Number 30430212 in the name of Specialty Retailers, Inc.

                          SCHEDULE III


                     Eligible Real Property.


                      See Schedule 4.01(u)

                           SCHEDULE IV


                           GOB Stores.


           See Schedule 4.01(u) and Schedule 4.01(v).

                      SCHEDULE 3.01(a)(vii)

States in which each Loan Party is duly qualified and in good
standing as a foreign corporation.


Specialty Retailers, Inc.

Alabama         Arizona          Arkansas        Colorado

Florida         Georgia          Illinois        Indiana

Iowa            Kansas           Louisiana       Maryland

Michigan        Minnesota        Mississippi     Missouri

Montana         Nebraska         Nevada          New Mexico

New York        North Dakota     Ohio            Oklahoma

Oregon          Pennsylvania     South Carolina  South Dakota

Texas           Virginia         Washington      West Virginia

          SECTION 11.01Wyoming
Wisconsin




Specialty Retailers, Inc. (NV)

          SECTION 11.02  South Dakota

                        SCHEDULE 4.01(b)

All Subsidiaries of each Loan Party and their respective
jurisdictions of organization, number of authorized and
outstanding capital stock, percentage of ownership owned by each
Loan Party, and number of shares covered by stock options,
warrants, rights of conversion and similar rights.


                          Common Stock   Preferred Stock              Shares
                 State                                    Percentag   Subject
   ARTICLE 12      of                                        e of       to
    NAME OF      Organi                                   Ownership   Option,
   SUBSIDIARY    zation                                               Warrant
                                                                        or
                                                                      Similar
                                                                      Rights
                                                      (a)(b)
                         SECTION  SECTIO      AuthoriOutsta
                          12.01   N           zed  nding
                         Authori  12.02
                           zed    Outsta
                                  nding
Specialty        Texas   100,000  5,000     0        0    Stage          0
Retailers, Inc.          ($0.01                           Stores,
                           par                            Inc.
                         value)                           (100%)

Specialty        Nevada   1,000   1,000     0        0    Stage          0
Retailers, Inc.          ($0.01                           Stores,
(NV)                       par                            Inc.
                         value)                           (100%)

SRI Receivables  Delawa   1,000   1,000     0        0    Specialty      0
Purchase Co.,    re      ($0.01                           Retailers
Inc.                       par                            , Inc.
                         value)                           (100%)

Granite National Ohio    100,000  50,000    0        0    Specialty      0
Bank                     ($20.00                          Retailers
                           par                            , Inc.
                         value)                           (NV)
                                                          (100%)


                        SCHEDULE 4.01(d)

List of any Governmental Authorization, notice to or filing with
any Governmental Authority or third party which is required for
the execution, delivery, performance under or consummation of any
transaction or Transaction Documents by any Loan Party, the,
grant of any Lien by any Loan Party or the perfection or
maintenance of such Lien, or the exercise of any right or remedy
by Agent or any Lender Party.


None

                        SCHEDULE 4.01(f)

List of any action, suit, investigation, litigation or
proceeding, including any Environmental Action, affecting any
Loan Party or Subsidiary, pending or threatened before any
Governmental Authority which would be reasonably likely to have a
Material Adverse Effect or affect the legality, validity or
enforceability of any Transaction Document or consummation of
transactions contemplated thereby.


          Although  no  Loan Party is aware of any action,  suit,
investigation,   litigation   or   proceeding,   including    any
Environmental  Action, affecting any Loan  Party  or  Subsidiary,
pending  or  threatened before any Governmental  Authority  which
would  be reasonably likely to have a Material Adverse Effect  or
affect   the   legality,  validity  or  enforceability   of   any
Transaction Document or consummation of transactions contemplated
thereby,  the  nature and amount claimed or  the  allegations  at
issue  in  the  following lawsuits could have a Material  Adverse
Effect  if  one  or more of the same were resolved  in  a  manner
adverse to a Loan Party:

1.   Calah  Cutrer,  Jennifer Greeson, Delight Vanbrocklin,  Kyle
     Johnson,  Lisa Hernandez, Deanna Amaya, Rene Pena and  Maria
     Nelson  as  Plaintiffs  v.  Stage  Stores,  Inc.,  Specialty
     Retailers, Inc. and Mary Elizabeth Pena as Defendants  filed
     in  the  United  States  District  Court  for  the  Southern
     District  of Texas, Houston Division, as Civil Action  H-00-
     0955.

2.   Counterclaim  filed by Carl E. Tooker against Stage  Stores,
     Inc. in that certain lawsuit styled as Stage Stores, Inc. as
     Plaintiff  v. Carl E. Tooker as defendant, Counter-Plaintiff
     and  Third-Party  Plaintiff v. John J.  Wiesner,  N.  Martin
     Stringer  and  McKinney  &  Stringer,  P.C.  as  Third-Party
     Defendants which was filed in the District Court  of  Harris
     County, Texas as Case Number 2000-15666.

3.   Lemelson  Medical,  Education & Research Foundation  Limited
     Partnership  as  Plaintiff v. COMPUSA, Inc.,  Stage  Stores,
     Inc.,  et  al.  as  Defendants filed in  the  United  States
     District Court for the District of Arizona.

4.   Class  action  filed by John C. Weld as Plaintiff  v.  Stage
     Stores,  Inc.  et al as Defendants which was  filed  in  the
     United  States District Court for the Southern  District  of
     Texas, Houston Division, as Civil Action H-99-0957.

                        SCHEDULE 4.01(q)

List of each taxable year for any Loan Party or its Subsidiary or
Affiliate in which any federal income tax return has not been
filed or the expiration of any applicable statute of limitation
for assessment or collection has been extended.


Name of Entity                     Taxable Years Ending

Stage   Stores,  Inc.                       01/31/98,   01/31/99,
01/31/00

Specialty  Retailers, Inc.                    01/31/98, 01/31/99,
01/31/00

Specialty   Retailers,  Inc.  (NV)                      01/31/98,
01/31/99, 01/31/00

SRI  Receivables Purchase Co., Inc.           01/31/98, 01/31/99,
01/31/00

Granite National Bank                   01/31/99, 01/31/00

                        SCHEDULE 4.01(s)

     List of Existing Debt as of June 2, 2000, by category.


    ARTICLE 13                          Outstandi
                                            ng     Commitmen   Matur  Amortiz
    ARTICLE 14          Type of Debt    Principal   t Amount    ity    ation
      DEBTOR                              Amount               Date   Schedul
                                                                         e
Specialty            Working    Capital  $200,000,  $200,000.  06/14  Various
Retailers, Inc.      Facilities             000.00      00.00   /02
(guaranteed      by
Stage Stores, Inc.)
Specialty            Revolving Line  of  $29,950,0  $35,000,0  06/14   None
Retailers, Inc.      Credit                  00.00      00.00   /02
(guaranteed      by
Stage Stores, Inc.)
Specialty            8.50%       Senior  $200,000,  $200,000,  2005    None
Retailers, Inc.      Notes                  000.00     000.00
(guaranteed      by
Stage Stores, Inc.)
Specialty            9.00%       Senior  $100,000,  $100,000,  2007    None
Retailers, Inc.      Notes                  000.00     000.00
(guaranteed      by
Stage Stores, Inc.)
Specialty            11.00%  Series   B  $20,000.0  $20,000.0  2003    None
Retailers, Inc.      Notes                       0          0
Bealls Holding       Subordinated        $6,356,00  $6,356,00  2002   3 years
                     Notes                    0.00       0.00
Bealls Holdings      7.00%       Junior  $7,507,00  $7,507,00  2003   Due at
                     Subordinated             0.00       0.00         maturit
                     Debentures                                          y
FB Holdings          7.00%               $2,161,00  $2,161,00  2000   Due at
                     Subordinated             0.00       0.00         maturit
                     Notes                                               y
Bealls Holding       Port        Arthur  $1,434,00  $1,434,00  2007   7 years
                     Industrial               0.00       0.00         remaini
                     Development                                        ng
                     Revenue Bond
Stage Stores, Inc.   Trade Payables          $0.00    N/A      Vario  Various
                                                                us
Specialty            Trade Payables      $32,023,0    N/A      Vario  Various
Retailers, Inc.                              00.00              us
Specialty            Trade Payables          $0.00    N/A      Vario  Various
Retailers,     Inc.                                             us
(NV)
Stage Stores, Inc.   Payroll                 $0.00    N/A      Vario  Various
                                                                us
Specialty            Payroll             $17,769,0    N/A      Vario  Various
Retailers, Inc.                              00.00              us
Specialty            Payroll                 $0.00    N/A      Vario  Various
Retailers,     Inc.                                             us
(NV)
Stage Stores, Inc.   Debt  for Borrowed      $0.00    N/A      Vario  Various
                     Money                                      us
Specialty            Debt  for Borrowed  $574,819,    N/A      Vario  Various
Retailers, Inc.      Money                  000.00              us
Specialty            Debt  for Borrowed      $0.00    N/A      Vario  Various
Retailers,     Inc.  Money                                      us
(NV)
Stage Stores, Inc.   Future Rent             $0.00    N/A      Vario  Various
                                                                us
Specialty            Future Rent         $307,126,    N/A      Vario  Various
Retailers, Inc.                             000.00              us
Specialty            Future Rent             $0.00    N/A      Vario  Various
Retailers,     Inc.                                             us
(NV)
Stage Stores, Inc.   Other                   $0.00    N/A      Vario  Various
                                                                us
Specialty            Other               $50,819,0    N/A      Vario  Various
Retailers, Inc.                              00.00              us
Specialty            Other                   $0.00    N/A      Vario  Various
Retailers,     Inc.                                             us
(NV)

                        SCHEDULE 4.01(t)

               List  of  Surviving Debt with the outstanding
     principal   balance,   aggregate   commitment   amount,
     maturity date and amortization schedule.


          See  Schedule 4.01(s); provided that the Revolving Line
of  Credit  in the maximum commitment amount of $35,000,000  with
maturity on June 14, 2002, shall not be Surviving Debt.

                                SCHEDULE 4.01(u)

List of real property owned by any Loan Party and its Subsidiaries with the
street address, county, state, record owner, and book and estimated fair market
value.



   Store #/Facility          Street Address      County     Record Owner


Stage Distribution     506 Beall Blvd.,           Cherok Specialty Retailers
Center                 Jacksonville, TX 75766         ee Inc.
                                                       (f/k/a Beall
                                                       Properties, Inc.)
Stage Credit Facility  1020 Willowcreek Drive,    Cherok Specialty Retailers,
                      Jacksonville, TX 75766         ee Inc.
                                                       (f/k/a Beall
                                                       Properties, Inc.)
Raw Land               Jacksonville, Texas        Cherok Specialty Retailers,
                                                     ee Inc.

#20 - Baytown          San Jacinto Mall, Space    Harris American National
                      4000, Baytown, TX 77521           Insurance Company
                                                       (Sale-Leaseback)
#32 - Killeen          2100 South W.S. Young        Bell American National
                      Drive, Killeen, TX 76543          Insurance Company
                                                       (Sale-Leaseback)
#113 - Las Cruces      700 South Telshor, Las       Dona American National
                      Cruces, NM 88001              Ana Insurance Company
                      (5000 Mesilla Valley              (Sale-Leaseback)
                      Mall)
#7 - Jacksonville      Hwy. 69 South,             Cherok Specialty Retailers,
                      Jacksonville, TX 75766         ee Inc.
                      (Jacksonville Square II)
#500 - Denver          401 16th Street, Denver,   Denver Congress
                      CO 80202                          Developments, Ltd.
                      (Tremont Mall)                    (Ground Lease)
#160 - Lubbock         6002 Slide Rd., Lubbock,   Lubboc Macerich Lubbuck
                      TX 79414                        k Limited Partnership
                      (South Plains Mall)               Ground Lease)
#363 - Lake Charles    4066 Ryan Street, Lake     Calcas Weingarten/Finger
                      Charles, LA, 70601            ieu Venture
                                                       (Ground Lease)
#120 - Port Arthur *   3100 FM 365, #57, Port     Jeffer Central Mal - JV
                      Arthur, Texas 77640           son (Ground Lease)



*    This property is subject to an industrial revenue bond and shall not be
mortgaged pursuant to Section 5.01(q) or any other provision of the Agreement.


                                SCHEDULE 4.01(v)

List of real property leased by any Loan Party and its Subsidiaries with the
street address, county, state, lessor, lessee, expiration date and annual rental
cost.


                                              Lease
Stor         Street Address          County  Expirat          Lessor        gibl
e #                                            ion
0001 2317 Hwy 79 South, Henderson    Rusk      31-Dec- Henderson Plaza
    TX 75654                                   02    Shopping Center
0002 1122 N. University Drive,       Nacogdoc  31-Jan- University Mall Realty,
    Nacodoches, TX 75961            hes         09    Ltd
0003 626 South Jefferson, Mt.        Titus     30-Jun- CenterAmerica Capital
    Pleasant TX 75455                          10    Partnership, LP
0004 1711 Loop 281 W-NW, Longview,   Greg      28-Feb- Northwest Village
    TX 75601                                   01    Assoc., Ltd
0005 2328 S. Brahma Parkway,         Kleberg   31-Mar- Alpha Lake, Ltd
    Kingsville, TX 78363                       02
0006 106 Davis Street, Gilmer, TX    Upshur    31-Dec- Elliott Dean
    75644                                      01
0006 106 Davis Street, Gilmer, TX    Upshur    31-Dec- Elliott Dean
A    75644                                      01
0008 3516 Lamar Avenue, Paris, TX    Lamar     31-Jan- John C. Culpepper, Jr.
    75460                                      02
0009 122 Austin Street, Center, TX   Shelby    31-Jan- Polley Development
    75935                                      05    Corp.
0010 Space #1015, Kilgore, TX 75662  Greg      31-Dec- Kilgore Plaza Shopping
                                               00    Center Partnership
0011 4600 S. Medford Drive, Lufkin,  Angelina  31-Dec- Lufkin Mall Management
    TX 75901                                   15    Office
    (#3000 Lufkin Mall)
0012 6834 Wesley, Greenville, TX     Hunt      31-Jan- Crossroads Greenville
    75401                                      03    Properties, Ltd.
                                                    (Crossroads Mall)
0013 1402 Mockingbird Lane, Sulphur  Hopkins   31-Jan- Sulphur Springs Prop
    Spring, TX 75482                           04
0014 1300 Pinecrest Dr. E.,          Harrison  31-Jul- Marshall Mall Investors
    Marshall, TX 75670                         08
    (#150 Marshall Mall)
0015 2000 Crockett, Palestine, TX    Anderson  31-Jan- Biedenharn Realty
    75801                                      09    Company, Inc
0016 730 N. Main, Vidor, TX 77662    Orange    30-Nov- Weingarten Realty
                                               03    Management
0017 111 W. Sabine Street,           Panola    31-Dec- Five Star Realty Inc.
    Carthage, TX 75633                         00
0019 1150 W. Dallas, Conroe, TX      Montgome  31-Jan- Crossroads Shopping
    77301                           ry          10    Center
0020 Space #4000, Baytown, TX 77521  Harris    31-Mar- American National
                                               07    Insurance Company
0021 2900 W. Washington Ave., Box    Erath     31-Jan- Bosque River
    #12, Stephenville, TX76401                 05    Association
0022 707 Villa Maria, Bryan, TX      Brazos    30-Sep- Stalworth Corp.
    77802                                      00
0023 3500 McCann Road, Longview, TX  Greg      31-Jan- Longview Mall Company
    75601                                      04
0024 4800 Texoma Parkway, Sherman,   Grayson   31-Jan- Sherman Mall Associates
    TX 75090                                   02    Ltd.
    (#900 Midway Mall)
0025 6301 NW Loop 410, San Antonio,  Bexar     31-Jan- Ingram Park Mall
    TX 78238                                   05
0026 228 Cove Terrace (Hwy 190),     Coryell   30-Nov- Cove Terrace Associates
    Copperas Cove, TX 76522                    03    I, Ltd
0027 1023 N. Texas Blvd., Weslaco,   Hidalgo   31-Jul- Palm Plaza Shopping
    TX 78596                                   01    Center
0028 2801 Hwy. 180, Mineral Wells,   Palo      31-Jan- Brazos Shopping Center
    TX 76067                        Pinto       05
    (Suite 3.0 and 3.1)
0029 1004 E. Hwy. 83, Roma, TX       Starr     31-Aug- Armando Pena and
    78584                                      04    Clotilde R. Pena
0030 4021 7th St., Bay City, TX      Matagord  31-May- Caltim, LTD., a Texas
    77414                           a           03    Ltd.
0031 231 W. Main, League City, TX    Galvesto  31-May- CenterAmerica Property
    77573                           n           05    Trust, LP
0032 2100 So. W.S. Young Dr.,        Bell      31-Mar- American National
    Killeen, TX 76543                          07    Insurance Company
    (3000 Killeen Mall)
0033 135 S. Central Expressway,      Collin    31-Mar- Westgate Center Ltd.
    McKinney, TX 75069                         02
0034 2939 Thousand Oaks, San         Bexar     31-Jan- CMF Capital Company LLC
    Antonio, TX 78247                          10
0035 2504 N. Laurent, Victoria, TX   Victoria  30-Apr- Center America Property
    77901                                      04    Trust, L. P.
0036 4302 Ayers, Corpus Christi, TX  Nueces    30-Apr- Weingarten Realty
    78415                                      04    Management
0037 726 Wheatland Rd.,              Dallas    31-Jan- Duncanville Cedar
    Duncanville, TX 75116                      05    Square, L.P.
0038 1500 E. Court, Suite 500,       Guadalup  31-Jan- Great Oak LLC/Seguin
    Seguin, TX 78155                e           06    Five Courts
0039 13802 Research, Austin, TX      Williams  31-Dec- Rebota, Inc.
    78750                           on          03
0040 1502 Brazos, Lake Jackson, TX   Brazoria  31-Jan- WXI/Z SW Malls Real
    77566                                      10    Estate LLC
0041 3749 N. 16th St., Orange, TX    Orange    31-Oct- Northway Shopping
    77630                                      04    Center
0042 1111 E. Tyler, Suite 127-B,     Henderso  31-Jan- Property Asset
    Athens, TX 75751                n           11    Management, Inc
0043 Space #138, Silsbee, TX 77656   Hardin    31-Jan- Starns, III
                                               02
0045 2200 Avenue F, Del Rio, TX      Val       31-Mar- CBL & Associates Inc.
    78840                           Verde       04
0046 2415 S. Congress Ave., Austin,  Travis    31-Mar- Easterling Properties
    TX 78723                                   03
0047 300 Early Blvd., Space 11,      Brown     31-Oct- Sequoia Investments II,
    Brownwood, TX 76801                        05    LLC
0047 300 Early Boulevard, Space 11,  Brown     31-Jan- Sequoia Investments II,
S    Early, TX 76802                            04    LLC
0048 1404B W. Moore, Terrell, TX     Kaufman   31-Jan- Terrell Associates, Ltd
    75106                                      05
0049 5431 Interregional Rd.,         Travis    31-Jul- Capital Highway 35, Ltd
    Austin, TX 78723                           03
0050 4104 S. Staples Ave., Corpus    Nueces    31-Mar- Jerry J. Moore
    Christi, TX 78411                          01    Investments
0051 3725 Leopard St., Corpus        Nueces    31-Mar- Michael J. Kuhn,
    Christi, TX 78408                          01    Trustee
0052 1211 N. Commerce, Ardmore, OK   Carter    30-Apr- EBL & S Property
    73401                                      05    Management, Inc.
    (150 Mountain View Mall)
0053 3111 S. 31st St., Temple, TX    Bell      01-Jan- Temple Mall Company
    76502                                      02
    (Temple Mall Shopping Center)
0054 2008 South Expressway,          Cameron   31-Jan- Harlingen Mall Company
    Harlingen, TX 78552                        04
    (Valley Vista Mall)
0055 3500 W. 7th, Corsicana, TX      Navarro   31-Jan- C. P. Mall, Ltd
    75110                                      09
0056 1501 E. Main, Alice, TX 78332   Jim       30-Jun- Alicia Corporation
                                   Wells       02
0057 507 N. Hwy. 77, Waxahachie, TX  Ellis     31-Jul- MaClay Northgate, Ltd
    75165                                      03
0058 Space #1250, 5488 SPID, Corpus  Nueces    30-Sep- Roy M. Smith & W. M.
    Christi, TX 78411                          02    Bevly
0060 1530 Wildcat Dr., Portland, TX  Patricio  01-Mar- EIG Northshore Plaza,
    78374                                      02    LLC
0061 I-10 @ College St., Beaumont,   Jefferso  31-Jan- Gateway Shopping Center
    TX 77701                        n           02
0062 500 N. Jackson Rd., Pharr, TX   Hidalgo   02-Oct- Spigel Properties
    78577                                      02
0063 4101 E. 42nd St., Odessa, TX    Ector     31-Mar- MCM Properties, LTD
    79762                                      10
0064 2711 61st St., Galveston, TX    Galvesto  31-Jan- Weingarten Realty
    77550                           n           06    Investors, Inc.
0065 2620 Avenue H, Rosenberg, TX    Fort      31-Jan- Rosenberg, Ltd
    77471                           Bend        04
0066 3659 Twin City Hwy., Port       Jefferso  30-Nov- Jefferson City Commons
    Arthur, TX 77640                n           03    LLC
0067 200 Springtown Way Suite #309,  Hays      31-Dec- STM Partners, Ltd
    San Marcos, TX 78666                       09
0068 Space #420, Beaumont, TX 77706  Jefferso  31-Oct- Parkdale Mall
                                   n           03    Associates
0069 2003 N. St. Mary, Beeville, TX  Bee       28-Aug- DWH Development Co.
    78102                                      02
0070 1008 E. Hwy. 82, 1008 E. Hwy    Cooke     31-Jul- David Saloman
    82, Gainesville, TX 76240                  04
0071 2310 SW Military Dr., San       Bexar     30-Apr- General Growth
    Antonio, TX 78221                          04    Management, Inc.
0072 1105B Garth Brooks Blvd.,       Canadian  31-Jan- 4810 L.P., an Illinois
    Yukon, OK 73099                            06    Limited Partnership
0073 305 E. University, Edinburg,    Hidalgo   31-Jul- B-Y Edinburg Centers
    TX 78539                                   04    LTD
0074 2525 Anderson Ln., Austin, TX   Travis    31-Dec- Fund A Northcross, Inc.
    78757                                      10
    (100 Northcross Mall)
0075 Space #214, Wichita Falls, TX   Wichita   31-Jan- Sikes Coyote Mall, L.P.
    76308                                      11
0076 2200 S. 10th St., McAllen, TX   Hidalgo   31-Jan- Simon Homart San
    78501                                      02    Antonio Mall
                                                    Partnership
0077 7900 IH 35 N., San Antonio, TX  Bexar     31-Jan- Simon Homart San
    78218                                      01    Antonio Mall
                                                    Partnership
0078 4521 Westgate Blvd., Austin,    Travis    31-Jan- HEB Store Property Co.
    TX 78218                                   13    #1
    (130 Westgate Mall)
0079 1663 W. Henderson, Cleburne,    Johnson   31-Mar- Today Nolan River L.P.
    TX 76031                                   05
    (150 Nolan River Mall)
0080 4100 S. New Braunfels, San      Bexar     31-Jan- GGP Limited
    Antonio, TX 78223                          11    Partnership/McCreless
                                                    Mall
0081 11200 Lakestop Blvd., Cedar     Williams  31-Jan- Lakeline Developers
    Park, TX 78613                  on          11    2324/BEA
0082 501 N. Main, Muskogee, OK       Muskogee  30-Nov- Warmack-Muskogee Ltd
    74401                                      02
0083 622 NW Loop 410, San Antonio,   Bexar     31-Dec- Central Park Joint
    TX 78216                                   02    Venture
0084 5300 N. San Dario Suite 150,    Webb      31-Dec- Mall Del Norte
    Laredo, TX 78041                           02
0085 2407 Ponderosa Dr., Chickasha,  Grady     31-Jan- Chickasha Square
    OK 73018                                   03
0086 520 S. Bryant, Edmond, OK       Oklahoma  13-Sep- Weingarten Nostat, Inc.
    73034                                      03
    (Bryant Square Shopping
    Center)
0088 200 Sydney Baler So.,           Kerr      31-Oct- Alpha Lake, Ltd
    Kerrville, TX 78028                        08
    (NO. 17 River Hills Mall)
0089 121 S. Hwy. 35 Bypass, Port     Calhoun   31-Jan- Westco Property
    Lavaca, TX 77979                           10    Management
0090 Space #6, Texarkana, TX 75503   Bowie     31-Oct- Warmack-Texarkana
                                               08    Partnership
0091 3415 Olton Rd., Plainview, TX   Hale      31-Jan- BLI Plainview, Ltd
    79072                                      06
0093 4001 SW Blvd., San Angelo, TX   Tom       31-Dec- Landau & Heyman
    76901                           Green       09
    (3000 Sunset Mall)
0094 1007 Phillips Rd., Borger, TX   Hutchins  23-Mar- D.J. Investments
    79007                           on          05
0095 1201 N. Hobart Suite 4C,        Gray      31-Jan- D. J. Investments
    Pampa, TX 79065                            01
0096 2360 No. Expressway,            Cameron   31-Jan- Brownsville Sunrise
    Brownsville, TX 78526                      05    Developers, LP
0098 1326 Hwy. 35 No., Rockport, TX  Aranas    31-Jan- Sea/Aire Center/Gordan
    78382                                      11    McNutt
0099 3rd & C Streets, Lawton, OK     Comanche  31-Jan- Central Mall/Lawton
    73501                                      01
    (#149 Central Mall)
0100 6001 W. Waco Dr., Waco, TX      McLennan  31-Jan- Lilac Properties
    76710                                      01    Associates LP
0101 1801 E. FM 700  #150, Big       Howard    28-Feb- Alpha Lake Ltd.
    Spring, TX 79720                           02
    (#150 Big Spring Mall)
0102 2302 W. Pierce St., Carlsbad,   Eddy      31-Mar- Resource Management
    NM 88220                                   06    Inc.
    (#150 Carlsbad Mall)
0103 7800 Halletsville Hwy.,         Victoria  31-Dec- Victoria Mall
    Victoria, TX 77904                         05
    (#175 Victoria Mall)
0104 3199 N. White Sands Blvd.,      Otero     31-Mar- White Sands Mall
    Alamorgordo, NM 88310                      02
0105 2005 N. 14th St. #109, Ponca    Kay       31-Jan- Ponca Plaza, Ltd.
    City, OK 74601                             03
    (Ponca Plaza)
0106 376 Sam Houston Jones Pkwy.,    Calcasie  31-Jan- Park Dell SC #53
    Moss Bluff, LA 79414            u           04
0107 1500 Harvey Rd., Space E,       Brazos    28-Feb- Post Oak Mall
    College Station, TX 77840                  02    Associates
0108 1600 Water St., Space B-6,      Webb      31-Jan- Spigel Properties
    Laredo, TX 78040                           06    Laredo, Inc.
0109 1420 N. Main St., Altus, OK     Jackson   31-Jan- Bunker Hill Co.
    73521                                      05
0110 15032 San Pedro Ave. (Hwy       Bexar     31-Jan- Brookhollow Shopping
    281N), San Antonio, TX 78232               08    Center
0111 4511 N. Midkiff Dr., Midland,   Midland   31-Jan- Simon Homart San
    TX 79705                                   01    Antonio Mall
    (Space E14, Midland Park Mall)                   Partnership
0112 1840 Lee Trevino, Suite 100,    El Paso   21-Apr- G.G.I.A. II Limited
    El Paso, TX 79936                          01
0113 700 S. Telshor, Las Cruces, NM  Dona Ana  31-Mar- American National
    88001                                      07    Insurance Company
    (5000 Mesilla Valley Mall)
0114 1734 Carl Albert Parkway,       Pittsbur  31-Jan- Gene Murphy
    McAlester, OK 74502             g           06
0115 1979 Prospect, Houma, LA 70363  Terribon  28-Feb- Lynn Park S.C. #35
                                   ne          03
0116 1306 W. IH-40 Frontage Rd.,     McKinley  31-Jan- Rio West Mall
    Gallup, NM 87301                           02
0117 6909 N. Loop 1604 E., San       Bexar     31-Jan- Simon Homart San
    Antonio, TX 78247                          06    Antonio Mall
                                                    Partnership
0118 11411 Perrin Beitel, San        Bexar     28-Feb- Soloman Abdo
    Antonio, TX 78217                          02
0119 4601 E. Main St., Space 670,    San Juan  30-Sep- Price Development Co.,
    Farmington, NM 87401                       02    Ltd
0120 3100 FM 365, # 57, Port         Jefferso  15-Aug- Central Mall - JV
    Arthur, TX 77640                n           02
0121 7701 IH-40, #700, Amarillo, TX  Potter    31-Dec- Schroder Amarillo Ltd
    79160                                      02
0122 455 S. Bibb St., #300, Eagle    Maverick  31-Jan- Mall de las Aquilas
    Pass, TX 78852                             07
0123 4101 U.S. Hwy. 77, Corpus       Nueces    31-Mar- Center America Capital
    Christi, TX 78410                          03    Partner
0124 4400 North Freeway, #200,       Harris    31-Jan- Northline Joint Venture
    Houston, TX 77022                          07
0125 1130 S. Wheeler, Jasper, TX     Jasper    31-Jan- Phelan - Phelan
    75951                                      08
0126 4501 N. Main St., Space 11,     Chaves    31-Mar- Phoenix Home Life
    Roswell, NM 88201                          04    Mutual Insurance Co.
0127 7107 Hwy. 71 W., Space #D1,     Travis    31-Jan- Oak Hill Plaza
    Austin, TX 78735                           04
0128 701-801 N. 13th St.,            Cameron   31-Oct- Spigel Properties
    Harlingen, TX 78550                        00
0129 415 South St., Cleveland, MS    Bolivar   31-Jan- Betty Woodward Limited
    38732                                      07    Family Partnership
0130 1208 - S N. I-35, Round Rock,   Williams  31-Jan- Austin Bryant
    TX 78681                        on          05    Properties No. 3 L.P.
0131 105 Loop 150 West, Suite A,     Bastrop   31-Jan- Howard J. Schain
    Bastrop, TX 78602                          08
0132 203 IH 35 West, New Braunfels,  Comal     31-Jan- Pocal - Tex
    TX 78130                                   05    Investments, Inc.
0133 FM 1825 @ Wells Branch Pkwy.,   Travis    31-Jan- H. E. Butt Grocery
    Pflugerville, TX 78660                     13    Company
0134 2713 N. Prince, Clovis, NM      Curry     31-Jan- Price Financing
    88101                                      06    Partnership, L.P.
0135 1934 ESE Loop 323, Tyler, TX    Smith     31-Jan- Pacific Retail Trust
    75701                                      05
0136 626 Palo Pinto St.,             Parker    31-Jan- Richard Ball &
    Weatherford, TX 76067                      07    Associates
0138 2106 S. Market St., Brenham,    Washingt  31-Jan- ANREM Corporation
    TX 77833                        on          05
0141 3804 W. Elm Pl., Broken Arrow,  Tulsa     31-Jan- Rock Cod Broken Arrow
    OK 74011                                   01    Towne Centre, LLC
0142 469 UH-30, Rockwall, TX 75087   Rockwall  31-Jan- Bent Tree Realty Co.
    (Rockwall Village)                         01
0143 1565 W. Main, Lewisville, TX    Denton    31-Jan- CMF Capital Co Inc.
    75067                                      01
0144 Space #2, Huntsville, TX 77340  Walker    31-Jan- TCP Westhill Partners,
                                               07    L. P.
0145 215 B Ellinger Rd., LaGrange,   Fayette   31-Jan- The Sandra Corporation
    TX 78945-3005                              03
0146 1520 Austin Hwy., San Antonio,  Bexar     15-Sep- Northlane, Ltd
    TX 78218                                   00
0148 4125 W. Owen K. Garriott,       Enid      31-Jan- Melvin Simon &
    Enid, OK 73703                             01    Associates
    (Oakwood Mall)
0149 710 Paseo Del Pueblo Sur, #4,   Taos      31-Jan- Cruz Alta Plaza, Ltd
    Taos, New Mexico 87571                     10
0150 301 Mexico St., #D-3,           Cameron   31-Jan- Simon Property Group
    Browsville, TX 78520                       07
0151 901 N. Polk, #301, Desoto, TX   Dallas    31-Jan- East Townsend Square,
    75115                                      02    Inc.
0152 Lonnie Abbev Industrial Blvd.,  Pontotoc  31-Jan- North Hills Center Ltd
    #1140, Ada, OK 74820                       02    Partnership
0153 Space #136, Houston, TX 77087   Harris    31-Jan- Houston Gulfgate
                                               07    Partners, Inc.
0154 1143 E. Esplanade, Cuero, TX    Dewitt    31-Jan- East Bay Partners, Ltd.
    77954                                      07
0155 510 Plaza Ct., Sand Springs,    Tulsa     31-Jan- Bauer & Associates
    OK 74063                                   02
0156 608 E. Broadway, Sweetwater,    Nolan     31-Jan- Warmack & Company
    TX 79556                                   12
0157 2625 Old Denton Rd.,            Dallas I  31-Jan- Furneaux Creek Realty,
    Carrollton, TX 75007                       03    Ltd.
0158 113 N. Greenville, Allen, TX    Collin    31-Jan- Sabre Realty
    75002                                      02    Management, Inc.
0159 550 Wilshire Blvd., Burleson,   Johnson   31-Jan- Burleson Shopping
    TX 76028                                   03    Center, LP
0160 6002 Slide Rd., Lubbock, TX     Lubbock   31-Jan- Macerich Lubbock
    79414                                      07    Limited Partnership
0162 616 Boll Weevil Circle,         Coffee    28-Feb- Aronov Realty Co., Inc
    Enterprise, AL 36330                       03    & Frank Johnston
0164 U. S. Hwy. 72 W., # 613,        Limeston  31-Jan- Ramco Gershenson, Inc.
    Athens, AL 35611                e           09
    (613 Town Center)
0165 1651 Northwest Hwy.,            Tarrant   31-Jan- Northwest Plaza Realty,
    Grapevine, TX 76051                        02    Ltd.
0166 908 N. Austin Ave.,             Williams  28-Feb- Republic Square Joint
    Georgetown, TX 78626            on          06    Venture
0167 3116 N. Main, Taylor, TX 76574  Williams  31-Jan- Routh Development
                                   on          08
0168 601 W. Ford, Decatur, TX 76234  Wise      31-Jan- Donald Turkal Trustee,
                                               08    Village Center Shopping
                                                    Cente
0169 301 E. Highway 243, Canton, TX  Van       29-Aug- Wal-Mart Stores, Inc.
    75103                           Zandt       05
0170 105 S. Texas, Space C,          Hidalgo   31-May- David Cottrell
    Mercedes, TX 78570                         10    Investment, Inc
0172 301 E. Expressway, Space #3,    Hidalgo   02-Oct- Ithaca Investments,
    Mission, TX 78572                          01    Ltd.
0173 1828 North Velasco, Angleton,   Brazoria  30-May- Angleton Four Corners
    TX 77515                                   05    Limited
0174 1000 A Loop 340, Bellmead, TX   McLennan  21-Aug- G - Whis/Bellmead, L.P.
    76705                                      07
0175 2160 N. Main, Belton, TX 76513  Bell      31-Jan- Oak Village Shopping
                                               11    Center
0176 925 E. Highway 377, Granbury,   Hood      31-Jan- Coldwell Banker United
    TX 76048                                   07    Realty Director
0177 2300 W. Morton St., Denison,    Grayson   31-Jan- LaGree-Scott Commercial
    TX 75020                                   08    Real Estate Group
0178 1554 Martin Luther King Blvd.,  Terrebon  31-Jan- Kimco Realty
    Houma, LA 70360                 ne          14    Corporation
0179 759 NE Hwy. 62, Space #95,      Baxter    31-Oct- Fleming Company,  Inc.
    Mountain Home, AR 72653                    08
0180 610 Trinity Dr., Los Alamos,    Los       31-Jan- Developers Diversified
    NM 87544-3261                   Alamos      09
0181 425 St. Louis St., Batesville,  Independ  31-Jan- Independence Center
    AR 72501                        ence        11
0182 124 Hwy. 51 North, Batesville,  Panola    31-Jan- Gateway Mississippi
    MS 38606                                   09    Properties
0183 718 S. Front St., Bellville,    Austin    31-Jan- Brookshire Bros Profit
    TX 77418                                   04    Sharing Plan
0184 1835 W. Frank St., Lufkin, TX   Angelina  31-Jan- Brookshire Brothers LTD
    75901                                      04
0185 405 E. Main St., Madisonville,  Madison   31-Jan- Brookshire Brothers
    TX 77864                                   04    Profit Sharing Plan
0186 1038 E. Main St., Blytheville,  Mississi  31-Mar- Lane Land Company
    AR 72315                        ppi         04
0187 1414 Main St., Suite 8,         Washingt  31-Jan- R. A. D. R. Ltd.
    Chipley, FL 32423               on          10
0188 1056 S. Highway 63, Rolla, MO   Phelts    30-Jun- Wal-Mart Stores East,
    65401                                      09    Inc
0189 1300 W. 6th St., The Dalles,    Wasco     31-Jan- Portland Fixture
    OR 97058                                   05    Company
0190 6721-1 Pines Rd. @ I-20,        Caddo     31-Dec- Wal-Mart Stores East,
    Shreveport, LA 71109                       08    Inc
0201 917 Main, Houston, TX 77002     Harris    31-Jan- Kirby Main, Inc.
    (Downtown)                                 06
0202 3902 Bissonnet, Houston, TX     Harris    30-Nov- Trammell Crow Co
    77005 (Weslayan Plaza East)                07
0204 431 Uvalde Rd., Houston, TX     Harris    30-Nov- KIMCO Realty
    77015 (Woodforest)                         07    Corporation
0205 Beechnut @ Loop 610 So.,        Harris    31-Jan- Ronus Meyerland Plaza,
    Houston, TX 77096 (Meyerland)              02    L.P.
0206 1345 W. 43rd, Houston, TX       Harris    30-Nov- Weingarten Realty
    77018 (Oak Forest)                         02    Management
0208 Space #530, Houston, TX 77075   Harris    31-Dec- San Mall, LLC
    (Alameda Mall)                             09
0209 Space #530, Houston, TX 77018   Harris    31-Dec- San Mall, LLC
    (Northwest Mall)                           09
0211 Space #721, Houston, TX 77024   Harris    14-Jun- Katy-Gessner Associates
    (Memorial City)                            99    Limited Partnership
0212 5407 FM 1960 West, Houston, TX  Harris    31-Aug- Weingarten Realty
    77069 (Championsville)                     03    Management Company
0214 Space #214, Houston, TX 77036   Harris    31-Dec- Sharpstown Center
    (Sharpston Center)                         04
0215 Space #347, Houston, TX 77060   Harris    30-Nov- GPM Houston Properties,
    (Greenspoint Mall)                         08    LTD
0216 915 NASA Rd. 1, Houston, TX     Harris    31-Aug- GEIRP-Houston-Village
    77058                                      02    Real
0217 11251 Fondren, Houston, TX      Harris    30-Sep- P. R. I. Investments
    77035                                      09
0217 11251 Fondren, Houston, TX      Harris    30-Sep- Weingarten Realty
A    77035                                      09    Management
0219 Space #6000, Houston, TX 77521  Harris    31-Jan- San Jacinto Mall
    (San Jacinto Mall)                         02
0220 Space #1338, Houston, TX 77070  Harris    01-Jan- Sarsaparilla Limited
    (Willowbrook Mall)                         02    Partnership
0221 Space #225, Houston, TX 77506   Harris    04-Mar- JMB Pasadena Properties
    (Pasadena Town Square)                     02    Co.
0222 Space #1600, Houston, TX 77082  Harris    31-Jan- West Oaks Mall
    (West Oaks Mall)                           05
0223 1255 West Bay Area Blvd.,       Harris    20-Mar- P. R. I. Investments
    Webster, TX 77598                          04
0224 20131 Hwy 59 North, Humble, TX  Harris    31-Jan- Deerbrook Mall
    77338                                      05
0225 11939 Bissonnet, Houston, TX    Harris    30-Sep- P. R. I. Investments
    77099                                      09
0226 3834 Cartwright Rd., Missouri   Fort      31-Oct- P. R. I. Investments
    City, TX 77459                  Bend        10
0227 23914 U.S. 59 North, Kingwood,  Montgome  30-Sep- P. R. I. Investments
    TX 77339                        ry          11
0228 10000 EF Lowry Expressway,      Galvesto  30-Jun- Mainland Holding Corp.
    #1152, Texas City, TX 77591     n           11
0229 560 El Dorado Blvd., Webster,   Harris    31-Jul- Weingarten Realty
    TX 77598                                   04    Management
0230 3502 Hwy. 6 South, Sugarland,   Fort      31-Jan- Weingarten Realty
    TX 77478                        Bend        01    Management
0231 10831 Jones Rd., Houston, TX    Harris    31-Oct- Weingarten Realty
    77065                                      03    Management
0232 511 S. Mason Rd., #3014, Katy,  Harris    31-Jan- United Investors Realty
    TX 77450                                   06    Trust
0233 27714 FM 149, Tomball, TX       Harris    31-Jan- CenterAmerica Property
    77375                                      01    Trust, LP
0234 6696 Antoine Dr., Houston, TX   Harris    30-Jun- Inwood Shopping Center
    77091                                      00
0235 Space #6540, Houston, TX 77056  Harris    31-Dec- Woodway Village, LP
    (Woodway Village)                          08
0236 1201 The Woodlands Mall,        Montgome  31-Jan- The Woodlands Mall
    #2212, Woodlands, TX 77380      ry          10
0237 1701 Fairway, Alvin, TX 77511   Brazoria  31-Jan- 9SC Associates Ltd
                                               10
0238 Space #144, Beaumont, TX 77706  Jefferso  31-Oct- Parkdale Mall
                                   n           03    Associates
0239 2642 W. MacArthur, Orange, TX   Orange    30-Apr- United Shopping
    77630                                      05    Centers, Inc.
0240 Space #1006, Corpus Christi,    Nueces    31-Jan- Roy M. Smith & W. M.
    TX 78411                                   08    Bevly
0241 3267 E. Broadway, Pearland, TX  Brazoria  31-Jan- Center America Property
    77581                                      10    Trust, L. P.
0242 6863 N. Hwy. 6 @ FM 529,        Harris    31-Jan- Copperwood Shopping
    Houston ,TX 77094                          12    Center, L. P.
0244 2323 N. Main St., Liberty, TX   Liberty   31-Jan- BLI Liberty, Ltd
    77575                                      08
0245 1711 E. Houston St.,            Liberty   31-Jan- The Ben Tobin
    Cleveland, TX 77327                        08    Companies, Ltd
0247 10957 Westheimer, Houston, TX   Harris    31-Jan- Weingarten Realty
    77042                                      13    Investors
0248 5782 Fairmont Parkway,          Paris     31-Jan- Fairway Plaza
    Pasadena, TX                               15    Associates
0260 641 Country Side Dr., Columbia  Whitley   31-Jan- Wilbert and Peggy
    City, IN 46725                             09    Hamstra
0261 2535 Colorado Blvd.,            Lawrence  31-Jan- High Plains Plaza
    Spearfish, SD 57783                        09    Limited Partnership
0262 434 Stage Plaza, Unit S, Mt.    Posey     31-Jan- Winvern, L.L.C.
    Vernon, IN 47620                           09
0263 175 N. Brindlee Mountain        Marshall  31-Jan- Gateway Commercial
    Parkway, Arab, AL 35016                    09    Brokerage, Inc
0264 903 Hwy. 82 East, Indianola,    Sunflowe  31-Jan- Indianola Foods Inc.
    MS 38751                        r           09
0265 200 W. High Ave., Suite D,      Mahaska   31-Jan- Oskaloosa Partners, LP
    Oskalossa, IA 52577                        09
0266 200 W. Greenway, Derby, KS      Sedgwick  31-Jan- McNeil Real Estate Fund
    67037                                      09    XXIV
0267 1947 Valley Pine Circle, #3,    Koochich  31-Jan- International Mall
    International Falls, MN 56649   ing         04
0268 1450 W. Pleasant Run Rd.,       Dallas    31-Jan- Lakewood Village JV
    Suite 160, Lancaster, TX 75146             09
0269 537 N. Madison Dr., Orange, VA  Orange    3-Jan- Orange Village Shopping
    22960                                      09    Center
0270 1564 Simpson Highway 49,        Simpson   31-Jan- E&A Southeast, LP
    Magee, MS 39111                            09
0271 1001 Center Point Dr., Stevens  Portage   31-Jan- Center Point Mall
    Point, WI 54481                            14    Corporation
0272 210 S. Main St., Rushville, IN  Rush      31-Jan- Rushville Plaza
    46173-1635                                 09
0273 Space #206, McCook, NE 69001    Red       31-Jan- Wal-Mart Stores, Inc.
                                   Willow      11
0274 1100A W. Main, Gun Barrell      Kaufman   31-Jan- Wal-Mart Stores, Inc.
    City, TX 75147                             09
0275 1827 Wilson Rd., Space #50,     Newberry  31-Jan- I45 Associates, Ltd.
    New Berry, SC 29108                        09
0276 155 Crown Hill Rd., Excelsior   Clay      31-Jan- Crown Hill Plaza,
    Springs, MO 64024                          09    L.L.C.
0277 2204 Princeton Circle Rd.,      Franklin  31-Aug- Wal-Mart Stores, Inc.
    Ottawa, KS 66067                           08
0278 1030 I Freeport Rd., Defuniak   Walton    31-Jan- Defuniak Square
    Springs, FL 32433                          09    Partners
0279 1310 Woodlawn Rd., Lincoln, IL  Logan     31-Jan- Malan Realty Investors
    62656                                      09
0280 118 E. Polk St., Burnet, TX     Burnet    31-Jan- Limited Partners on the
    78611                                      09    Square Ltd.
0281 6900 FM 1960 East, Humble, TX   Harris    31-Jan- TCP Realty Services,
    77338                                      01    LLC
0282 1412 E. Main St.,               Gillespi  31-Jan- Hill Country Holding
    Fredricksburg, TX 78624         e           09    Company, Inc.
0284 1701 S. Jefferson, Lebanon, MO  Laclede   28-Feb- Wal-Mart Stores East,
    65536                                      06    Inc
0285 2306 E. Jackson Rd., Macomb,    McDonoug  31-Jan- Wal-Mart Stores East,
    IL 61455                        h           11    Inc
0286 736 Winchester Dr. West, West   Clay      31-Jan- West Point Properties,
    Point, MS 39773                            09    Inc
0288 521 S. Mill, Pryor, OK 74361    Mayes     31-Jan- Wal-Mart Stores East,
                                               02    Inc.
0289 311 Hwy. 1 South,               Natchito  03-Feb- Wal-Mart Stores, Inc.
    Natchitoches, LA 71457          ches        06
0290 924 Hwy. 13 South, Columbia,    Marion    31-Jan- Daniel G. Kamin
    MS 39429                                   0
0291 2411 Highway 36, Gatesville,    Coryell   31-Jan- The Sandra Corporation
    TX 76528                                   09
0292 509A Linden Ave., Pocomoke      Worceste  31-Jan- Chesapeake Investment
    City, MD 21851                  r           09    Company
0294 1165 W. Fifth St., Marysville,  Union     31-Aug- Marysville Plaza
    OH 43040                                   03
0295 Northwest Plaza Shopping        Tate      31-Jan- Mark D. Utley
    Center, Senatobia, MS 38668                14
0296 2800 New Pinery Rd., Portage,   Columbia  31-Jan- Pine Tree Portage L. L.
    WI 53901                                   09    C.
0297 4009 7th St., Bay City, TX      Matagord  31-Jan- Caltim, LTD
    77414                           a           09
0298 786 W. Spring, Monroe, GA       Walton    31-Jan- BPT Southeastern
    30656                                      09    Centers II, LTD
0299 1314 E. Florence Blvd., Suite   Pinal     31-Jan- Lawrence & Geyser
    2, Casa Grande, AZ                         10    Development Corp.
0301 3069 E. Main St.,               Pope      31-Jan- DDR DownREIT LLC
    Russellville, AR 72801                     05
0302 2901 Pines Mall Dr., Suite F,   Jefferso  31-Jan- The Pines Mall
    Pine Bluff, AR 71601            n           07
0303 4501 Central Ave., Hot          Garland   29-Jul- Hot Springs Mall
    Springs, AR 71913                          02    Associates
0304 201 Hwy. 65 North, Space #40,   Faulkner  31-Jul- EIC - Arkansas, L. C.
    Conway, AR 72032                           05    C.
0305 103 Poplar St., Searcy, AR      White     31-Jan- Wal-Mart Stores, Inc.
    72143                                      05
0306 1308-D Main St., Crossett, AR   Ashley    30-Jun- Lloyd E. Lindsey and
    71635                                      02    Joe E. Hawkins
0307 1137 W. Washington St., Suite   Ouachita  31-Jan- Camden Center #23
    128, Camden, AR 71701                      03
0308 2013 N. West Ave., Space #735,  Union     28-Feb- Mellor Park Mall
    El Dorado, AR 71730                        09
0309 213 Fredrick St., Magnolia, AR  Columbia  31-Jul- University Plaza #43
    71753                                      05
0310 100 N. Dixieland Rd., Rogers,   Benton    13-Aug- Dixieland Mall, LLC
    AR 72756                                   05
0311 517 N. Hervey, Hope, AR 71801   Hempstea  31-Aug- Hervey Square L.P.
                                   d           03
0313 2501 West Kings Hwy.,           Greene    30-Apr- Wal-Mart Stores East,
    Paragould, AR 72450                        06    Inc.
0314 107 Gregory Place,              Pulaski   31-Jan- Jacksonville Properties
    Jacksonville, AR 72076                     07
0315 324 Park Plaza Dr., New         Union     31-Jan- S & E Farms, Inc.
    Albany, MS 38652                           14
0316 601 L. Hwy. 71 N., Mena, AR     Polk      31-Jan- Rodgers Family Ltd Ptn
    71953                                      03
0317 5252 W. Sunset, Springdale, AR  Washingt  31-Jan- Ozark Factory Outlet
    72764                           on          09    Stores, Inc.
0318 1304 Military Rd., Benton, AR   Saline    31-Jan- B & D Property
    72015                                      08
0320 2104 S. Baltimore St.,          Adair     31-Jan- Raul J. Walters
    Kirksville, MO 63501                       10
0321 3105 W. Broadway, Sedalia, MO   Pettis    31-Mar- Thompson Hills Corp
    65301                                      02
0322 531 W. Jackson, Mexico, MO      Audrain   31-Jan- Westlake Hardware, Inc
    65205                                      08
0323 1740 First St., Kennett, MO     Dunklin   31-Jan- Western Meat Packers,
    63857                                      06    Inc.
0324 1720 Crete, Space D, Moberly,   Randolph  31-Jan- Orscheln Properties
    MO 65270                                   07    Co., LLC
0325 2410 Grand, Carthage, MO 64836  Jasper    31-Jan- Carthage Village
                                               07    Redevelopment, L.C.
0326 729 N. Westwood Blvd., Poplar   Butler    31-Jan- McLane Investment
    Bluff, MO 63901                            08    Company
0327 1360 Southern Hills, West       Howell    31-Jan- Southern Hills Shopping
    Plains, MO 65775                           08    Center
0334 507 N. Hwy. 77, Suite 1000,     Ellis     31-Jan- Maclay Northgate, Ltd.
    Waxahachie, TX 75205                       04
0336 1023 N. Texas Blvd., Weslaco,   Hidalgo   31-Jan- Rohde Realty
    TX 78596                                   04    Corporation
0337 328 Homer Rd., Minden, LA       Webster   31-Jan- Smith-Jenkins Company
    71055                                      04    of Minden
0338 650 S. Jefferson, Mt.           Titus     31-Jan- CenterAmerica Property
    Pleasant, TX 75455                         04    Trust, L. P.
0339 1135 S. Wheeler, Jasper, TX     Jasper    31-Jan- Phelan - Phelan
    75951                                      08
0340 844 Hwy. 12 West, Starkville,   Oktibbeh  28-Feb- Developers Diversified
    MS 39759                        a           06    Realty
0341 1404 Old Aberdeen Rd., Space    Lowndes   31-Jul- Coyote Management, LP
    #39, Columbus, MS 39701                    04
0342 Space #15, Natchez, MS 39120    Adams     31-Mar- Natchez Mall, L.L.C.
                                               01
0343 1111 Jackson Ave. West,         Lafayett  01-Jan- Aegis Oxford, LLC
    Oxford, MS 38655                e           04
0344 1722 Smithdale Rd., Bldg. B-7,  Pike      28-Feb- Edgewood Mall
    McComb, MS 39648                           07    Developers LTD
0345 834 Brookway Blvd.,             Lincoln   31-Jan- Brookhaven, (TN limited
    Brookhaven, MS 39601                       08    partnership)
0346 3505 Pemberson Blvd.,           Warren    30-Nov- CBL & Associates
    Vicksburg, MS 39180                        03
0347 1229 Sunset Dr., Space C,       Grenada   31-Jan- Green Realty Management
    Grenada, MS 38901                          09    Corp.
0348 781 Hwy. 43 South, Suite 10,    Pearl     31-Jan- Wal-Mart Stores East
    Picayune, MS 39466              River       12    Inc.-Realty Management
0349 844 Creswell Ln., Opelousas,    St.       31-Jan- Succession of Jacob
    LA 70570                        Landry      04    Abdalla
0350 300 Early Blvd., Space 32 &     Brown     31-Jan- Sequoia Investments II,
    34, Early, TX 76802                        04    LLC
0358 1814 Main St., Franklin, LA     St. Mary  31-Jan- Brown Partnership
    70538                                      09
0359 5460 Hwy. 64, Zachary, LA       S. Baton  30-Apr- Wal-Mart Stores East,
    70791                           Rouge       06    Inc.
0360 1604 Ruth, Sulphur, LA 70663    Calcasie  31-Mar- Strauss, Chamblee,
                                   u           02    Hart, Reinauer and
                                                    Landry
0361 Space #14, Lake Charles, LA     Calcasie  31-Mar- Weingarten Realty
    70601                           u           03    Management
0362 3437 Masonic Dr., Space #1106,  Radipes   28-Feb- Alexandria Mall Company
    Alexandria, LA 71301                       01
0363 4066 Ryan St., Lake Charles,    Calccasi  31-Oct- Weingarten Realty
    LA 70601                        eu          00    Management
0365 4700 Mill Haven Rd., Suite      Quachita  01-Jan- Southwest Shopping
    1252, Monroe, LA 71203                     06    Centers Co. II LLC
0366 1508 N. Parkerson Ave.,         Acadia    10-Apr- Lynda Corp
    Crowley, LA 70526                          05
0367 931 S. Lewis St., New Iberia,   St.       31-Jan- Center America Property
    LA 70560                        Martin      09    Trust
0368 357-A N. Canal Blvd.,           Laforche  31-Mar- Hasco Properties #15
    Thibodaux, LA 70301                        05
0369 636 Creswell Ln., Opelousas,    Saint     28-Feb- Succession of Jacob
    LA 70570                        Landry      05    Abdalla
0370 1404 W. Airline Hwy., La        St. John  31-Jul- Riverlands Shopping
    Place, LA 70068                            01    Center
0372 1800 NE Evangeline Fwy.,        Lafayett  31-Jan- Today Northgate, LP
    Lafayette, LA 70501             e           05
0373 1818 N. Causeway Approach,      St.       31-Jan- Northlake Partners
    Mandeville, LA 70448            Tammany     02
0374 2770 Old Erath Rd., Abbeville   Vermilli  28-Feb- Tiffany Plaza
    LA 70510                        on          04    Acquisition, LLC
0375 328 Homer Rd., Minden, LA       Webster   31-Mar- Smith - Jenkins Company
    71055                                      02
0376 201 N. Service Rd. East,        Lincoln   30-Sep- Ruston Center, LLC
    Ruston, LA 71270                           01
0377 401 E. Main St., Jonesboro, LA  Jackson   31-Jan- C. H. Allen and Chatham
    71251                                      04    Land Co., Inc.
0378 451 Bertrand Dr., Lafayette,    Lafayett  31-Jan- Weingarten Realty
    LA 70506                        e           07    Management
0379 Space #320, Natchitoches, LA    Natchito  31-Jul- Dixie Plaza #16
    71457                           ches        01
0380 1776 S. 5th St., Leesville, LA  Vernon    31-Aug- Leesville, LA,
    71446                                      04    Commercial
0381 1117 N. Pine St., DeRidder, LA  Beaurega  30-Apr- Weingarten Realty
    70634                           rd          02    Management
0382 Space #67, Shreveport, LA       Caddo     31-Jan- South Park Mall
    71118                                      05
0383 1716 E. 70th St., Shreveport,   Caldo     30-Jun- Eastgate Associates
    LA 71105                                   04
0384 2950 E. Texas, Space #400,      Bossier   31-Jan- Pierre Bossier Mall
    Bossier City, LA 71111                     03
0385 3000 N. Market St., Suite 120,  Caddo     15-Jul- North Market Place
    Shreveport, LA 71107                       01
0386 1133 St. Vincent Ave., Space    Caddo     31-Jan- Mall St. Vincent
    #120, Shreveport, LA 71104                 04
0387 1039 Washington Ave.,           Desoto    31-Jan- Desoto Plaza
    Mansfield, LA 71052                        08    Associates, LLC
0388 2021 E. Madison Ave., Bastrop,  Morehous  31-Jan- Cansan Partnership
    LA 71220                        e           08
0389 3426 Cypress St., W. Monroe,    Ouachita  31-Jan- Sunshine Heights
    LA 71291                                   08    Corporation
0391 2021 E. Madison Ave., Space     Saline    28-Feb- Warmack-Salina
    #167, Salina, KS 67401                     07    Partnership
0392 2601 Central, Dodge City, KS    Ford      31-Jul- DCM Ltd, LLC - C/o
    67801                                      06    Admin Office
0393 900 E. 23rd St., Fremont, NE    Dodge     31-Jan- Simon Property Group
    68025                                      0
0394 202 E. Centennial Dr.,          Crawford  31-Jan- Great Plains
    Pittsburg, KS 66762                        07    Developments, LLC
0395 601 N. Main St., Newton, KS     Harvey    31-Jan- Janzen
    67114                                      03
0396 1500 E. 11th, Hutchinson, KS    Reno      31-Jan- Simon Property Group
    67501                                      08
0400 901 W. Morton, Jacksonville,    Morgan    31-Jan- Lincoln Square
    IL 62650                                   05    Partnership
0401 1105 W. Broadway, Centralia,    Marion    30-Jun- Fairview Park Plz #1
    IL 62801                                   05    1998 LLC
0402 Space #120, Mt. Vernon, IL      Jefferso  31-Oct- DDR DownREIT LLC
    62864                           n           04
0403 216 Pratt St., Streator, IL     La Salle  31-Jan- Westgate, Inc.
    61364-2762                                 06
0404 901 11th St., S.W. Bay, Space   Clay      31-Jan- Sequoia Investments I,
    #7, Spencer, IA 51301                      06    LLC
0405 1501 1st Ave. E., Newton, IA    Jasper    31-Jan- First Management, Inc.
    50208                                      06
0406 100 E. Washington St.,          Platt     31-Jan- Robert H. Kaiser Trust
    Monticello, IL 61856                       06
0408 Space #50, Washington, IL       Tazewell  31-Jan- Draper and Kramer
    61571                                      02    Retail Property Mgmt
0409 107 M. Main St., East Peoria,   Tazewell  31-Jan- Cullinan Asset
    IL 61611                                   03    Management, LLC
0410 2125 S. Main St., Morton, IL    Tazewell  31-Jan- Zobrist Development
    61550                                      01    Company
0411 100 W. Locust St., Fairbury,    Livingst  31-Jan- Fairbury Hospital
    IL 61739                        on          01
0412 1150 W. Carl Sandburg Dr.,      Peoria    31-Jan- Equity Properties and
    Galesburg, IL 61401                        06    Development Limited
                                                    Partnershi
0413 400 S. Plaza Dr., Chillicothe,  Knox      31-Jan- Central Laborer's
    IL 61523                                   06    Pension Fund
0415 800 Blunt Parkway. Space #125,  Loyd      31-Mar- The Walker Property
    Charles City, IA 50616                     06    Group
0417 300 Main St., Keokuk, IA 52632  Lee       31-Jan- Freeport Holdings LLC
                                               07
0420 South Route 45, Space #59,      Effingha  31-Jan- Effingham 95, LTD
    Effingham, IL 62401             m           07
0421 Space #25, Carlinville, IL      Macoupin  31-May- Carlinville Plaza
    62626                                      03
0423 1350 W. State Rd. 2, LaPorte,   LaPorte   31-Jan- NBD Bank, NA
    IN 46350-4672                              08
0424 1323 Broadway, Denison, IA      Crawford  31-Jul- Knowles Family
    51442                                      00    Enterprises, Ltd
0425 1104 2nd St., Perry, IA 50220   Dallas    30-Jun- Wenger
                                               00
0430 800 N. Washington, Lexington,   Dawson    11-Jun- Malonley
    NE 68850                                   00
0432 3322 Front St., Winnsboro, LA   Franklin  30-Apr- AZT Winnsboro, LA, Inc.
    71295                                      06
0433 320 Ichord Ave., Suite U,       Pulaski   31-Jan- Industrial Development
    Waynesville, MO 65583                      03    Authority of the City
                                                    of Waynesville, MO
0435 138 5th Ave. So., Clinton, IA   Clinton   31-Jan- SU & SK, LLC
    52732                                      05
0435 419 S. 2nd Street, Clinton, IA  Clinton   31-Jan- E. M. Howes Company
A    52733                                      05
    (E.M. Howes Building)
0436 1216 N. Lake Arthur Ave.,       Jefferso  31-Jan- Jennings Village S C
    Jennings, LA 70546              n Davis     08
0437 571 S. Main St., Springhill,    Webster   31-Jan- Springhill Shopping
    LA 70175                                   08    Center, LLC
0438 910 16th Ave., Monroe, WI       Green     31-Jan- Monroe Speed Wash
    53566                                      01
0439  1750 Highway 100, Port         Cameron   31-Jan- Tres Palmas. Inc.
    Isabel, TX                                 08
0440 405 Park Ln., Chillicothe, MO   Livingst  31-Jan- 145 Associates, Ltd
    64601                           on          08
0442 952 22nd Ave. So., Brookings,   Brooking  31-Jan- Vision Developers, Inc.
    SD 57006                        s           08
0447 Space #2398, Alpena, MI 49707   Alpena    31-Jan- Alpena Mall, LLC
                                               08
0448 200 Western Ave., Fairbault,    Rice      31-Jan- Faribo West Mall
    MN 55021                                   0
0450 1000 19th St. S.W., Space #3,   Beadle    31-Jan- Huron Mall, LLC
    Huron, SD 57530                            08
0452 546 Plaza Dr., Fostoria, OH     Hancock   31-Jan- Midstates Property Co.,
    44830                                      08    Ltd, Ptn
0453 1420 E. College Dr., Marshall,  Lyon      31-Jan- Marshall Square
    MN 46258                                   08    Shopping Center
0454 990 W. 41st St., Space #87,     Saint     31-Jan- Irongate Enterprises,
    Hibbing, MN 55746               Louis       08    Inc.
0456 19 E. Highway 66, Tell City,    Perry     31-Jan- Ramsey Real Estate
    IN 47586                                   08    Enterprises
0457 1500 Winchester Rd., Decatur,   Adams     31-Jan- Deactur Plaza
    IN 46733                                   08
0459 Space #1648, Crawfordsville,    Montgome  31-Jan- Crawfordsville Square,
    IN 47933                        ry          07    L.L.C.
0460 3918 E. Market St.,             Cass      31-Aug- Kite Rubloff,
    Logansport, IN 46947                       00    Logansport LLC
0461 2028 N. Jefferson St.,          Huntingt  31-Jan- Huntington #1 1996, LLC
    Huntington, IN 46750            on          07
0462 117 Second St., Port Clinton,   Ottawa    15-Sep- Stinson
    OH 43452                                   00
0463 1100 N. High St., Hillsboro,    Highland  31-Mar- K-Mart Corporation
    OH 45133                                   04    #6536
0464 1305 N. Cass St., Wabash, IN    Wabash    31-Aug- Wabash Stations
    46992                                      03
0465 106 N. Michigan Ave., Big       Mecosta   28-Feb- Berglund
    Rapids, MI 49307                           01
0466 1384 Rombach Ave., Wilmington,  Clinton   31-Dec- The Clintmont Company
    OH 45177                                   04
0467 1851 Oakwood Ave., Suite 501,   Henry     31-May- Napoleon Partners, Ltd.
    Napoleon, OH 43545                         02
0468 1935 Havemann Rd., Celina, OH   Mercer    30-Sep- E. H. Properties, L. P.
    45822                                      05
0469 1140 S. Shannon, Van Wert, OH   Van Wert  30-Apr- National Investors, Inc
    45891                                      05
0469 1140 S. Shannon, Van Wert, OH   Van Wert  30-Apr- EIG Operating
    45891                                      05    Partnership, LP
0470 106-108 S. Sandusky Ave.,       Wyandot   15-Jul- Brian L. Meek
    Upper Sandusky, OH                         00
0471 4170 E. Bluegrass Rd., Mt.      Isabella  31-Aug- DDR Michigan II, LLC
    Pleasant, MI 48858                         00
0472 23543 U.S. Route 23,            Pickaway  31-Mar- KR Circleville, Inc
    Circleville, OH 43113                      00
0473 400 River St., Manistee, MI     Manistee  31-Jan- ISO
    49660                                      09
0474 115 S. Mitchell Ave.,           Wexford   31-Jan- J & K Fund II, L.L.C.
    Cadillac, MI 49601                         09
0474 111 South Mitchell, Cadillac,   Wexford   28-Feb- Clark, Trustee
A    MI 49601                                   01
0475 211 S. Main St., Mt. Vernon,    Knox      31-Jan- Ritter & Rose Building
    OH 43050                                   01
0476 537 Broadway, Greenville, OH    Darke     31-Oct- Prestige Properties
    45331                                      05
0477 1831 W. Main St., Troy, OH      Miami     31-May- Troy Towne Center
    45373                                      05
0478 425 Main St., Coshocton, OH     Coshocto  31-Jul- Paul E. Bryant
    43812                           n           02
0479 301 Huron Ave., Port Huron, MI  St.       30-Apr- J. B. Sperry Company
    48060                           Clair       02
0480 204 E. Front St., Traverse      Grand     30-Apr- J. D. & S. B.
    City, MI 49684                  Traverse    00    Enterprises, Inc.
0480 204 East Front Street,          Grand     31-Jan- Hartford-LaFave, Inc.
A    Traverse City, MI 49684         Traverse    09
0480 210 East Front Street,          Grand     30-Apr- Dickson, Jr.
B    Traverse City, MI 49684         Traverse    99
0482 201 S. Sandusky St., Bucyrus,   Crawford  31-Jan- Wilson
    OH 44820                                   02
0483 35-38 Monument Square, Urbana,  Champaig  31-Jan- First Weston, Ltd.
    OH 43078                        n           07
0484 2290 W. Michigan Ave., Sidney,  Shelby    31-May- R. G. Properties
    OH 45365                                   04
0485 116 Madison St., Port Clinton,  Ottawa    28-Feb- FOUR, Ltd.
    OH 43402                                   02
0485 112 - 116 Madison Street, Port  Ottawa    31-Jan- Four, Ltd
B    Clinton, OH 43402                          10
0487 116 W. Columbus St., Kenton,    Hardin    31-Jul- B. B. G. an Ohio
    OH 43326                                   03    Partnership
0487 116 West Columbus, Kenton, OH   Hardin    31-Jul- Telljohann
A    43326                                      03
0487 116 West Columbus, Kenton, OH   Hardin    31-Jan- First Weston, Ltd.
B    43326                                      12
0488 680 W. Market, Tiffin, OH       Hopewell  31-Mar- Tiffin Westgate Company
    44883                                      05
0489 2836 Frontage Rd., Warsaw, IN   Kosciusk  31-Aug- RD Management Corp
    46580                           o           06
0490 127 S. Front St., Fremont, OH   Sandusky  31-Mar- El Dee Realty
    43420                                      02
0491 18-20 Sandusky St., Delaware,   Delaware  15-Jul- The Peoples Store, Inc.
    OH 43015                                   00
0492 713 Main St., Rochester, IN     Fulton    30-Sep- Wabash County Farm
    46975                                      01    Bureau Credit Union
0493 115-123 S. Main St., Bryan, OH  Williams  31-May- Cletus and Marian
    43506                                      01    Dreher
0493 115 - 123 South Main, Bryan,    Williams  30-May- Hawk's Clothing, Inc.
A    OH 43506                                   01
0493 115 - 123 South Main, Bryan,    Williams  31-May- Robert Uhlman
B    OH 43506                                   01
0494 139 S. Main St., Bowling        Wood      31-Jan- Newcraft Partners, Ltd.
    Green, OH 43402                            09
0495 104-112 S. Main St.,            Logan     31-Jan- Premier Properties
    Bellefontaine, OH 43311                    05
0495 114 South Main, Bellefontaine,  Logan     31-Jan- First Weston, Ltd.
A    OH 43311                                   09
0496 115 S. Main St., Washington C.  Fayette   30-Jun- The Masonic Temple
    H., OH 43160                               02    Company
0497 308 1/2 S. State St.,           Martin    31-Jan- Five Lakes Centre
    Fairmont, MN 56031                         07
0498 2101 Broadway, Yankton, SD      Yankton   31-Jan- Yankton-Omaha
    57078                                      07    Partnership
0499 Sanborn @ N. Main St., Space    Davison   31-Jan- EIG Palace Mall, LLC
    #10C, Mitchell, SD 57301                   07
0500 401 16th St. @ Tremont,         Denver    30-Sep- Congress Resources,
    Denver, CO 80202                           00    Inc.
0504 302 W. Main, Lewistown, MT      Fergus    30-Jun- King
    59457                                      00
0509 U.S. 5 @ U. S. 50, Grand        Mesa      31-Jan- SDG Macerich
    Junction, CO 81501                         01    Properties, L.P., Mesa
                                                    Mall
0516 2825 W. Main, Bozeman, MT       Gallatin  31-Jul- Gallatin Mall Group,
    59715                                      00    LLC
0517 717 W. Sheridan, Shenandoah,    Freemont  31-Oct- Brannen
    IA 51601                                   0
0520 219 S. Washington St., Redwood  Redwood   31-May- Meadow Lane L. L. C.
    Falls ,MN 56283                            03
0523 51027 Hwy. 6 @ Hwy. 24,         Garfield  31-Jan- Glenwood Springs Mall,
    Glennwood Springs, CO 81601                06    L. L. P.
0524 1217 W. Main St., Stirling, CO  Logan     31-Jan- High Plains Shopping
    80751                                      08    Center
0525 501-503 Chestnut St.,           Cass      31-Oct- Bullock Brothers
    Atlantic, IA 50022                         00    Building
0526 340 W. Mariposa Rd., Nogales,   Santa     31-Jan- Vestar Property
    AZ 85621                        Cruz        02    Management
0527 1316 Iron Springs Rd.,          Yavapai   31-Jan- Bonanza, LLC
    Prescott, AZ 86301                         07
0530 251 N. Main Ave., Space #211,   Sioux     28-Feb- The Incorporated City
    Sioux Center, IA 51250                     03    of Sioux Center, Iowa
0531 122-124 N. Washington,          Sumner    31-Aug- J & E Enterprises
    Wellington, KS 67152                       02
0532 18 S. Main, Fort Scott, KS      Bourbon   30-Sep- Parsons
    66701                                      02
0533 912 Main, Winfield, KS 67156    Cowley    30-Sep- Richardson Bros.
                                               01
0534 211 S. Summitt, Arkansas City,  Cowley    30-Apr- Warren Realty, Inc.
    KS 67005                                   03
0536 904 Hall, Coffeyville, KS       Mongomer  31-Jan- Coffeyville Center LLC
    67337                           y           01
0538 107 N. Main, El Dorado, KS      Butler    31-Mar- Naill
    67042                                      01
0539 1031 S. Washington, Junction    Geary     31-Oct- Weaver
    City, KS 66441                             03
0541 621 Commercial, Atchison, KS    Atchison  30-Sep- Herman Freldman Trust
    66002                                      00
0542 504 "E" St., Fairbury, NE       Jefferso  28-Feb- Oregon Trail
    68352                           n           03    Development, LLC
0546 612 Broadway, Larned, KS 67550  Pawnee    11-Jun- A. A. Doerr Merchantile
                                               00    Co.
0547 228 W. 6th St., Concordia, KS   Cloud     31-Mar- Peoples National Bank
    66901                                      02
0548 1010 S Kansas, Liberal, KS      Seward    30-Nov- I.C.A., L.L.C.
    67901                                      02
0549 69 Fossell St., Russell, KS     Russell   31-Jul- Klema Plaza, Inc.
    67665                                      00
0550 409 Main, Garden City, KS       Finney    31-Dec- J. E. & G. E. Wharton
    67846                                      04
0551 4903 W. 10th, Great Bend, KS    Barton    31-Aug- Equity Investment Group
    67530                                      0
0552 300 S. Main, Pratt, KS 67124    Pratt     31-Oct- 4 - T Investments
                                               00
0553 1923 S. Range, Suite 2, Colby,  Thomas    31-Jan- Colby Grocery Kart,
    KS 67701                                   08    Inc.
0554 24535 Highway One, Plaquemine,  Ibervill  31-Jan- Investment Equities,
    LA 70764                        e           04    Inc.
0555 6435 Hwy. 90 East, Morgan       Saint     30-Apr- Finkelstein-Levy, Inc.
    City, LA 70380                  Mary        04
0556 337 W. 16th St., Yuma, AZ       Yuma      31-Mar- Yuma-Mesa Shopping
    85364                                      01    Center
0557 3559 B Ambassador Caffery       Lafayett  30-Sep- K-Mart Corp
    Parkway, Lafayette, LA 70503    e           01
0559 627 W. Lincoln Rd., Ville       Evangeli  28-Feb- Parkview Development
    Platte, LA 70586                ne          02    Co.
0560 325 Fisher, Oakdale, LA 71463   Allen     30-Apr- Karam
                                               02
0561 2370 W. Laurel St., Eunice, LA  Saint     31-Oct- Spiegel and Spiegel,
    70535                           Landry      02    Money Purchase Plan
0562 116 S. Main St., Lamar, CO      Prowers   30-Sep- Peery
    81052                                      00
0563 1451 Dewar Dr., Rock Springs,   Sweetwat  31-Jan- TRB No. 3 Corp
    WY 82901                        er          03
0565 227 N. Bent St., Powell, WY     Park      31-Jul- Lynn
    82435                                      00
0565 227 N. Bent St., Powell, WY     Park      31-Jul- Wilkins
A    82435                                      00
0566 514 E. Pershing, Riverton, WY   Fremont   31-Aug- Zaser & Longston, Inc.
    82501                                      02
0567 2216 E. Main St., Cortez, CO    Montezum  31-Jan- P. D. S. I., Inc.
    81321                           a           04
0568 820 Big Horn Ave., Worland, WY  Washakie  30-Jun- Earl Bower Farms Co.
    82401                                      00
0571 1111 W. Victory Way, Craig, CO  Moffat    31-Aug- Centennial Mall
    81625                                      01
0572 900 Camel Dr., Gillette, WY     Campbell  31-Jan- Rockwell Farms, Inc.
    82716                                      01
0579 116-120 S. Madison St.,         Dunklin   30-Sep- Welch
    Malden, MO 63863                           00
0580 107 E. 4th St., Salem, MO       Dent      31-Jul- William E. Bottorff
    65560                                      00    Revocable Living Trus
0581 1622 N. Business Hwy. 9,        Conway    31-Jul- Preferred Equities,
    Morrilton, AR 72110                        03    Inc.
0582 1401 U.S. Hwy. 412 West,        Benton    31-May- Connolly
    Siloam Springs, AR 72761                   02
0583 1324 N. College Ave.,           Washingt  30-Apr- Weingarten Nostat, Inc.
    Fayetteville, AR 72703          on          07
0584 16 W. Walnut, Paris, AR 72855   Logan     30-Nov- Clarkston
                                               00
0585 602 W. Lockling, Brookfield,    Linn      30-Nov- Brookfield Plaza
    MO 64628                                   00    Center, L.L.C.
0586 116 N. 3rd St., DeQueen, AR     Sevier    31-Oct- Arrendondo
    71832                                      01
0587 1100 Spur Dr., Suite 50,        Webster   30-Nov- Biggs
    Marshfield, MO 65706                       01
0588 316 N. Main, Mountain Grove,    Wright    28-Feb- Gasperson
    MO 65711                                   03
0589 830 W. Harmony, Neosho, MO      Newton    31-May- Republic Square
    64850                                      03    Shopping Center
0590 1638-A W. Business Hwy. 60,     Stoddard  30-Apr- Sells Property         4
    Dexter, MO 63841                           03    Development Inc
0591 1601 Hwy. 270 W, Malvern, AR    Hot       31-Aug- River Park Limited
    72104                           Springs     00    Partnership
0596 1515-D W. Bell St., Glendive,   Dawson    31-Dec- Janoff & Olshan, Inc.
    MT 59330                                   01
0598 618 N. Center Ave., Hardin, MT  Big Horn  31-Jan- R. & S. Musicus
    59034                                      02
0599 1327 Main St., Billings, MT     Yellowst  31-Aug- Popelka
    59105                           one         03
0602 2921 Boca Chica Blvd.,          Cameron   31-Jul- LGR Investment Fund,
    Brownsville, TX 78520                      02    Ltd
0603 118 W. Rice St., Falfurrias,    Brooks    31-Jul- Sandra Corporation
    TX 78355                                   04
0604 321 E. University, Edinburg,    Hidalgo   31-Aug- B-Y Edinburg Center
    TX 78539                                   04    Ltd.
0605 2270 E. Main, Uvalde, TX 78801  Uvalde    30-Jun- CBL Management, Inc.
                                               02
0606 Space #111, Rio Grande, TX      Starr     31-Oct- RGC Starr Plaza, Ltd
    78582                                      03
0607 1200 S. 15th St., Harlingen,    Cameron   31-Oct- Laurel Park Shopping
    TX 78550                                   03    Center
0608 621 St. Joseph, Gonzales, TX    Gonzales  31-Jul- Christian
    78629                                      02
0609 1020 Andrews Hwy., Midland, TX  Midland   30-Nov- The Bonner Group, Inc
    79701                                      0
0610 210 Commercial, Coleman, TX     Coleman   31-Jan- Jones
    76834                                      01
0611 601 Elm, Graham, TX 76450       Young     31-Jan- Harbison & Morrison
                                               01
0612 203 E. Second, Colorado City,   Mitchell  31-Jan- Brownfield
    TX 79512                                   02
0613 Space #4115, Vernon, TX 76384   Wilbarge  30-Nov- John Hancock Mutual
                                   r           05    Life Insurance Company
0614 2308 Lubbock Hwy., Lamesa, TX   Dawson    31-Jan- Musgrave Enterprises
    79331                                      03
0616 3210 College Ave., Snyder, TX   Scurry    31-Jan- C & S Company
    79549                                      05
0617 1220 Grape St., Abilene, TX     Taylor    28-Feb- Merchant Park Shopping
    79601                                      03    Center
0618 1407 Tahoka, Brownfield, TX     Terry     31-Jan- BL Brownfield L. P.
    79316                                      03
0619 Space #9, Cameron, TX 76520     Milam     30-Nov- Culpepper
                                               00
0620 223 W. Walker St.,              Stephens  31-Jan- Wimberly, Inc.
    Breckenridge, TX 76424                     01
0621 138 Live Oak, Marlin, TX 79323  Falls     30-Jun- Champion Credit Corp.
                                               02
0622 206 S. Bridge, Brady, TX 76825  McCulloc  30-Jun- Roper
                                   h           02
0623 9 N. Avenue "E", Haskell, TX    Haskell   30-Sep- Development Corporation
    79521                                      01    of Haskell, Inc.
0624 109 E. Avenue A, Seminole, TX   Gaines    31-Jul- Larue & J. F. Svacek
    79360                                      02
0625 2554 Barrow St., Abilene, TX    Taylor    31-Mar- Equity Development
    79605                                      01    Corp.
0626 2230 W. Beauregard, San         Tom       31-Aug- Perth Company
    Angelo, TX 76901                Green       02
0627 Bender @ Dal Paso, Hobbs, NM    Lea       31-Dec- Bel-Aire Development
    88240                                      05    Corp
0628 610 N. Main, Andrews, TX 79714  Andrews   31-Jan- Max Ramsey
                                               01
0629 1515 E. "8" St., Odessa, TX     Ector     31-Jan- Live Oak Plaza Shopping
    79761                                      01    Center
0630 3300 Andrews Hwy., Odessa, TX   Ector     31-Jul- One Energy Realty, Ltd
    79762                                      02
0631 623 W. County Rd., Odessa, TX   Ector     31-Jan- David Salomon
    79763                                      04
0632 700 Gaston, Crane, TX 79731     Crane     28-Feb- Covill
                                               00
0633 910 S. Eddy St., Pecos, TX      Reeves    28-Feb- W. J. Investment
    79772                                      02    Corporation
0634 1401 N. Turner, Hobbs, NM       Lea       31-Jan- Broadmoor Shopping
    88240                                      05    Center Association,
                                                    L.P.
0635 1404 W. Dickinson, Fort         Pecos     31-Jan- Irwin
    Stockton, TX 79735                         03
0635 1404 W. Dickinson, Fort         Pecos     31-Jan- Urias
    Stockton, TX 79735                         03
0636 910 E. Holland, Alpine, TX      Brewster  31-Jul- Coggins, Jr
    79830                                      03
0637 354 E. Hwy. 302, Kermit, TX     Winkler   31-Aug- Kermit Square Shopping
    79745                                      01    Center
0638 217 N. Main, Denver City, TX    Yoakum    31-May- Pate
    79323                                      02
0639 938 W. Avenue D, Lovington, NM  Lea       30-Apr- Duncan
    88260                                      04
0640 1203 S. Stockton, Monahans, TX  Ward      30-Apr- Chimney Creek, Ltd
    79756                                      02
0641 4221 W. 45th, Amarillo, TX      Randall   28-Feb- Western Square
    79109                                      02    Investments, Inc.
0642 326 University Ave., Lubbock,   Lubbock   25-Aug- Weingarten Realty
    TX 79415                                   01    Investments
0643 531 N. 25-Mile Ave., Hereford,  Deaf      31-Mar- Omni Capital Corp.
    TX 79045                        Smith       03
0645 117 S.E. 2nd, Dimmitt, TX       Castro    30-Apr- Block 73 Partnership
    79027                                      01
0646 904 S. Main, Perryton, TX       Ochiltre  31-Aug- Wheatheart Plaza, Ltd
    79070                           e           03
0647 3510 I-40 East, Unit B,         Potter/R  30-Nov- Weingarten Nostat, Inc.
    Amarillo, TX 79107              andall      04
0648 2731 50th St., Lubbock, TX      Lubbock   31-Jan- Weingarten Realty
    79413                                      10    Investors
0649 321 S. Main St., Muleshoe, TX   Bailey    31-Jul- Dr. Charles Pummill
    79347                                      00
0650 208 Clubview Dr., Levelland,    Hockley   31-Mar- TGAAR Properties III,
    TX 79336                                   05    Ltd
0651 707 Marshall Howard Blvd.,      Lamb      30-Sep- Littlefield Plaza, Inc
    Littlefield, TX 79339                      00
0652 1910 Hwy. 64 N.W., Guymon, OK   Texas     31-Jan- Northridge Shopping
    73942                                      03    Center
0653 1534 Guy Lane, Dumas, TX 79029  Moore     31-Oct- Guylane Plaza Center,
                                               03    Ltd
0654 2815 8th St., Woodward, OK      Woodward  31-Aug- Frost
    73801                                      03
0655 1621 Tennessee Blvd., Dalhart,  Dallam    31-Mar- Apache Development
    TX 79022                                   01    Corp.
0656 425 Big Rock, Espanola, NM      Rio       31-Jul- Santa Clara Pueblo
    87532                           Arriba      04
0657 3030-C E. Main St.,             San Juan  30-Apr- San Juan Association
    Farmington, NM 87401                       05
0658 700 Zaragosa Rd., El Paso, TX   El Paso   31-Jan- Property Trust of
    79907                                      99    America
0659 1700 W. Main St., Suite B,      Eddy      30-Jun- Blue Quail L.L.C.
    Artesia, NM 88210                          04
0660 2150 E. Hwy. 180, Silver City,  Grant     31-Dec- MLS Development and
    NM 88061                                   06    Services, LLC
0661 9155 Dyer St., El Paso, TX      El Paso   31-Mar- TGK Properties
    79924                                      01
0662 6007 Mesa, El Paso, TX 79912    El Paso   30-Apr- Weingarten Realty
                                               01    Management Co.
0663 106-116 Caldwell, Belen, NM     Valencia  31-Jan- Del Rio Plaza
    87002                                      03    Associates
0665 601 W. 18th St., Portales, NM   Roosevel  30-Nov- Berlin
    88130                           t           02
0666 1217 S. 2nd St., Raton, NM      Colfax    30-Jun- Fortier Properties
    87740                                      00
0667 2200 Yarbrough Dr., El Paso,    El Paso   30-Nov- Mountwood Shopping
    TX 79925                                   01    Center, Ltd
0668 804 Douglas, Las Vegas, NM      San       30-Apr- Joe G. Maloof Realty
    87701                           Miguel      02    Co.
0669 110 E. Santa Fe, Grants, NM     Valencia  30-Apr- Bond-Gunderson Co.
    87020                                      01
0670 1544 S.W. 27th, El Reno, OK     Canadian  31-Jan- El Reno LLC
    73036                                      05
0671 1624 S.W. 74th St., OKC, OK     Oklahoma  31-Aug- 74th & Penn Partners,
    73159                                      05    L. L. C.
0673 50 E. 15th St., Edmond, OK      Oklahoma  09-Jun- Edmond Plaza
    73034                                      03    Corporation
0674 9275 N. May Ave., OKC, OK       Oklahoma  30-Jun- Colonial Center, Ltd
    73120                                      02
0675 907 S. Muskogee, Talequah, OK   Cherokee  30-Apr- Felts Plaza Inc.
    74464                                      03
0676 8357 N. Rockwell, OKC, OK       Oklahoma  31-Aug- Rockwell Acquistions,
    73132                                      04    Inc.
0677 14351 N.E. 23rd, Choctaw, OK    Oklahoma  30-Apr- Choctaw Plaza Shopping
    73020                                      01    Center
0679 4621 N.W. 23rd, OKC, OK 73127   Oklahoma  28-Feb- Weingarten Nostat, Inc.
                                               03
0680 Space #310, Enid, OK 73703      Garfield  31-Mar- Nicholas Investment
                                               03    Company
0681 2107 College Blvd., Alva, OK    Woods     30-Nov- Value Added Products
    73717                                      00    (VAP)
0682 108 W. Oklahoma, Guthrie, OK    Logan     31-May- Joe B and Bilie Stanbro
    73044                                      01
0683 Space #1616, Stillwater, OK     Payne     30-Apr- Today Cimarron L.P.
    74075                                      02
0686 2108 E. Main St., Cushing, OK   Payne     31-Oct- Parkview Management Co,
    74023                                      02    LLC
0688 120 W. Taft, Sapulpa, OK 74066  Creek     30-Apr- Robson Properties
                                               05
0689 507 E. 2nd Ave., Owasso, OK     Tulsa     31-Aug- Ramsey
    74055                                      02
0690 2021 N. Main St., Miami, OK     Ottawa    31-Oct- Robson Properties
    74354                                      04
0692 802 E. Illinois Hwy. 66 E.,     Craig     30-Jun- Robson
    Vinita, OK 74301                           01
0693 512 S.E. Washington Blvd.,      Washingt  31-Mar- Eastland, Inc
    Bartlesville, OK 74003          on          01
0694 1017 W. Will Rogers,            Rogers    31-Aug- Neely-Barstow
    Claremore, OK 74017                        02    Investments
0696 119 N. Broadway, Hugo, OK       Choctaw   31-May- Red River Investments
    74743                                      02
0697 1110 Main St., Grove, OK 74344  Delaware  31-Jan- Winters
                                               06
0698 805 W. Ayre, Shawnee, OK 74801  Pottawat  28-Feb- Schneiter Enterprises
                                   omie        01
0699 30 E. Choctaw, McAlester, OK    Pittsbur  30-Jun- Mike & Lisa Kirk
    74501                           g           00
0700 2001 Center, Okmulgee, OK       Okmulgee  30-Nov- Robson
    74447                                      04
0701 1725 N. Milt Phillips,          Seminole  31-Jan- Broadland Properties,
    Seminole, OK 74868                         03    Inc.
0703 605 S. Green, Purcell, OK       McClain   31-Aug- Trend Venture
    73080                                      01    Corporation
0704 1114 N. Pacific Ave., Mineola,  Wood      31-Oct- Hughes Appliance, Inc.
    TX 75773                                   02
0705 1209 Washington, Commerce, TX   Hunt      30-Sep- Joe & Charlotte Embro
    75428                                      0
0706 427 N. Main, Bonham, TX 75418   Fannin    31-Aug- Bewley
                                               02
0707 30 N. Sheridan Rd., Lawton, OK  Comanche  02-Nov- Rogers Commercial
    73501                                      00    Property
0708 729 Moore Ave., Moore, OK       Clevelan  31-Mar- New City Center
    73160                           d           09
0708 729 Moore Ave., Moore, OK       Clevelan  31-Mar- TMP Investments, Inc.
    73160                           d           09
0709 615 W. Main, Norman, OK 73069   Clevelan  31-Mar- Safeway-Willard Venture
                                   d           00
0709 615 W. Main, Norman, OK 73069   Clevelan  31-Mar- CBB Management Corp
                                   d           00
0710 1235 Washington Ave.,           Custer    31-Oct- H B & B Company
    Weatherford, OK 73096                      03
0711 2003 S. Main, Elk City, OK      Beckham   30-Apr- Hill
    73644                                      03
0712 911 S. 10th, Clinton, OK 73601  Custer    30-Sep- JC 10 Properties LLC
                                               02
0714 409 W. Main, Henryetta, OK      Okmulgee  30-Apr- Estate of Doris Y.
    74437                                      01    Bollinger
0716 1417 S. Midwest Blvd., Midwest  Oklahoma  31-Jul- Atkinson Properties
    City, OK 73110                             03
0717 124-126 Burr Ave., Pauls        Garvin    31-Oct- Pauls Valley Center,
    Valley, OK 73075                           00    Ltd.
0718 1027 W. Main, Durant, OK 74701  Bryan     31-Mar- Sooner Petroleum
                                               01
0719 115 E. Main, Holdenville, OK    Hughes    15-Jul- EMLO
    74848                                      00
0720 1510 N. Hwy. 81, Duncan, OK     Stephens  30-Apr- Fallis, Beall, Thomas
    73533                                      02    Goodner
0721 1421 S. E. Washington, Space    McCurtai  31-Mar- The Choctaw Nation of
    #22, Idabel, OK 74745           n           03    Oklahoma
0722 2301B N. Broadway, Poteau, OK   LeFlore   31-Aug- Wal-Mart Stores, Inc.
    74953                                      05
0723 1900 E. Cherokee, Suite M,      Sequoyah  31-Aug- Ocwen Federal Bank, FSB
    Sallisaw, OK 74955                         99
0724 301B. E. Main St., Atlanta, TX  Cass      31-May- Clements Construction &
    75551                                      02    Realty Co.
0725 304 W. Grand, Yoakum, TX 77995  Lavaca    31-May- O. B. Stanley
                                               03
0726 100 E. Pine St., Deming, NM     Luna      30-Sep- Stone
    88031                                      02
0727 760 E. Charles Page Blvd.,      Tulsa     31-Aug- The Trust Company of
    Sand Springs, OK 74063                     04    Oklahoma
0728 623 1/2 Grand Ave., Chickasha,  Grady     31-Jan- Grandview Limited
    OK 73018                                   09
0732 2509 19th St. (Hwy 90), Hondo,  Medina    31-Jan- Highway 90 Development,
    TX 78861                                   08    LLC
0733 901 N. Sheppard Dr., Houston,   Harris    31-Jan- CA Investments, LP
    TX 77008                                   08
0734 3600 Country Club Dr., Space    Cole      31-Jan- Capital Mall
    #516, Jefferson City, MO 65109             08
0735 1213 Gilmore Ave., Winona, MN   Winona    31-Jan- Winona Mall, Inc.
    55987                                      08
0736 865 Hwy. 90 E., Bayou Vista,    Saint     31-Jan- Kim Martin Company
    LA 70380-5154                   Mary        08
    (St. Mary Plaza Shopping
    Center)
0737 832 W. Washington Ave., #19,    Becker    31-Jan- Washington Square, LP
    Detroit Lakes, MN 56502                    08
0743 1711 S. Memorial Dr., New       Henry     31-Jan- New Castle Associates
    Castle, IN 47362                           10
0744 2333 N. Sixth St., Vincennes,   Knox      31-Jan- Wayne Eisenbaum
    IN 47591                                   09
0746 510 S. College Ave.,            Jasper    31-Jan- Wilbert and Peggy
    Rensselaer, IN 47978                       09    Hamstra
0747 120 First St. South, Buffalo,   Wright    31-Jan- H and L Properties
    MN 55313                                   09
0748 190 E. Main St., Cobleskill,    Schohori  31-Jan- New Cobleskill
    NY 12043                        e           09    Associates, LP
0749 602 Shelton St., Suite B,       Union     31-Jan- State Savings Bank,
    Creston, IA 50801               City        09    Inc.
0750 160 N. Buchanan, Cambridge, MN  Isanti    31-Jan- Cambridge Mall
    55008                                      09    Receivership
0751 312 E. Young St., Suite F,      Johnson   31-Jan- Warrensburg Development
    Warrensburg, MO 64093                      09    Co.
0752 366 W. Washington St., Bath,    Steuben   31-Jan- Cavalier Development,
    NY 14810                                   09    Ltd
0753 900 W. National Hwy., Space     Daviess   31-Jan- Samuel & Sons Realty
    #15, Washington, IN 47501                  09    L.L.C.
0754 Space #605B, Oak Hill, WV       Fayett    31-Jan- Libby-Fayette LLC
    25901                                      09
0755 806 Pelham R. So.,              Calhoun   31-Jan- Porter Properties Inc.
    Jacksonville, AL 36265                     09
0757 Space #1, Shamokin, PA 17866    Northtum  31-Jan- Anthra Plaza
                                   berland     09    Associates, Inc.
0758 1615 N. Harrison, Space #2,     Hughes    31-Jan- Sequoia Investments I,
    Pierre, SD 57501                           09    LLC
0759 1001 E. Main St., Bradford, PA  McKean    31-Jan- KR Bradford Mall, LP
    16701                                      09
0760 1801 12th St., Hood River, OR   Hood      30-Jul- Pan Pacific Retail
                                   River       06    Properties, Inc.
0761 2660 S. Santiam Hwy., Lebanon,  Linn      31-Jan- Lebanon Shopping Plaza
    OR 97355                                   03
0762 880 Hwy. 395 So., Hermiston,    Umatilla  31-Aug- Pan Pacific Retail
    OR 97838                                   00    Properties, Inc
0763 1141 Pacific Hwy., Cottage      Lane      31-Jan- Spring Investments, LLC
    Grove, OR 97424                            05
0764 1458 West Park Plaza, Ontario,  Malheur   31-Jan- Alscott Real Estate,
    OR 97914                                   01    LLC
0765 4157 N.W. Hwy. 101, Space       Lincoln   31-Jan- Lighthouse Square
    #130, Lincoln City, OR 97367               00
0766 16261 Hwy. 101, Brookings, OR   Curry     31-Jan- South Coast Center LLC
    97415                                      05
0767 1700 Mile Hill Dr., Port        Kitsap    30-Dec- Albertson's, Inc.
    Orchard, WA 98366                          05
0768 8815 272nd Ave. N.W.,           Snohomis  31-Jan- Shopping Center
    Stanwood, WA 98292              h           02    Properties of Stanwood
0769 405 Auburn Way South, Auburn,   King      15-Jul- Sue Li Orwig
    WA 98002                                   00
0770 703 Omache Dr., Omak, WA 98841  Okanogan  31-Jan- Targa Real Estate
                                               05    Services. Inc.
0771 3100 Harrison Ave., Butte, MT   Silver    31-Jan- Center Properties
    59701                           Bow         05
0772 1460 W. Winnemucca Blvd.,       Humboldt  31-Jan- Valley View Center
    Winnemucca, NV 89445                       04
0773 1825 W. Williams, Fallon, NV    Churchil  30-Jun- Western Properties
    89406                           l           03    Trust
0774 2100 Idaho St., Elko, NV 89801  Elko      31-Jan- Elko Shopping Plaza
                                               05
0816 11703A U.S. Highway 59 North,   Harris    31-Jan- CenterAmerica Property
    Houston, TX 77039                          02    Trust, LP
0833 3305 Olton Rd., Plainview, TX   Hale      31-Jan- BLI Plainview, Ltd
    79072                                      05
0834 10th @ College, Alamogordo, NM  Otero     10-Jul- Norwest Bank of New
    88310                                      00    Mexico
0838 1801 E. FM 700, Space #M1, Big  Howard    30-Apr- Alpha Lake, Ltd
    Spring, TX 79720                           05
0839 124 W. 22nd St., Clovis, NM     Curry     31-Jan- Parkway Development
    88101                                      01    Company
0841 Hwy. 84 Bypass, #5, Slaton, TX  Lubbock   30-Sep- Dawkns
    79364                                      00
0842 1601 W. Pierce, Carlsbad, NM    Eddy      31-Jan- Northgate Corp.
    88220                                      00
0846 1700 N. Main, Space #3, Altus,  Jackson   31-Aug- Cossey
    OK 73521                                   03
0847 Space #914, Ada, OK 74820       Pontotoc  31-Dec- Arlington Center, Ltd
                                               02
0848 728 W. New Orleans, Broken      Tulsa     30-Jun- Guardian Investors -
    Arrow, OK 74012                            02    Broken Arrow
0849 613 Hwy. 62/65 N. Bypass,       Boone     31-Jan- Wal-Mart Stores, Inc.
    Harrison, AR 72601                         08
0850 412 S. Bryant, Edmond, OK       Oklahoma  31-May- Weingarten Oklahoma,
    73034                                      04    Inc.
0852 Space #725, Anadarko, OK 73005  Caddo     31-May- Uhlmann
                                               04
0853 1107 S. Garth Brooks Blvd.,     Canadian  31-Aug- Chisholm West Shopping
    Yukon, OK 73099                            05    Center
0855 100 N. Dixieland Rd., Rogers,   Benton    31-Jul- Dixie Land Mall, LLC
    AR 72756                                   03
0856 Space #24, Ardmore, OK 73401    Carter    07-Mar- Raptor Investments
                                               01    Limited Liability
                                                    Company
0857 1509 E. Main, Russellville, AR  Pope      31-Jan- Keith Cogswell
    72801                                      01
0858 1701 N. 14th St., Dodge City,   Ford      31-Jan- Comanche Plaza
    KS 67801                                   01
0859 2306 S. Jefferson, Suite A,     Titus     31-Jan- Airport Plaza
    Mount Pleasant, TX 75455                   02    Associates
0860 2700 Ryan St., Lake Charles,    Calcasie  30-Nov- Weingarten Realty
    LA 70601                        u           02    Investors
0861 833 Jct. Highway, Kerrville,    Kerr      31-Jul- Chilcutt
    TX 78028                                   03
0862 2900 W. Washington, Box #3,     Erath     30-Sep- Bosque River Associates
    Stephenville, TX 76401                     00
0863 1510 E. Main St., Alice, TX     Jim       30-Jun- Alicia Corporation
    78332                           Wells       02
0865 2320 S. Brahma Blvd.,           Kleberg   30-Jun- Alpha Lake, Ltd
    Kingsville, TX 78363                       05
0869 455 S. Bibb St., Space #9,      Maverick  30-Apr- Enterprise Eagle Pass
    Eagle Pass, TX 78852                       04    Associates, LP
0870 2742 Old Erath Rd., Abbeville,  Vermilli  31-Oct- Tiffany Plaza
    LA 70510                        on          04    Acquisition, LLC
0871 254 W. Main St., New Iberia,    Iberia    30-Apr- Laure C. Landry,
    LA 70560                                   01    Partnership
9004 6808 South Memorial, Suite      Tulsa     31-Jan- Southwest Properties
    200, Tulsa, OK 74133                       02    Group - Tulsa L.P.
9006 121 North Popular, Searcy, AR   White     30-Jul- Concord Milestone Plus
    72143                                      01    L.P.
9009 4715 Billingsley Blvd., Unit    Midland   30-Nov- Wal-Mart Stores, Inc.
    C, Midland, TX 79701                       04
9038 1102-B E. Broadway,             Nolan     31-Aug- Great Southern life
    Sweetwater, TX 79556                       02    Insurance Company
9039 5525 Alameda Ave., Space #9,    El Paso   30-Nov- Recal-Fox Plaza, LTD.
    El Paso, TX 79905                          03
9040 575 S. Main, Las Cruces, NM     Donna     31-Mar- Campo Loretto Operating
    88001                           Anna        03    Assoc. LP
9202 10201 Main Street, Houston, TX  Harris    31-Jul- P. R. I. Investments
    77025                                      32
9206 2575 West Belfort, Houston, TX  Harris    31-Oct- Mary Lake Realty
    77025                                      13    Company
9207 7350 Mykawa, Houston, TX        Harris    30-Nov- ProLogis Trust
                                               02
9208 3936 East I-240, OKC, OK        Oklahoma  31-Oct- Pioneer Park, LLC
                                               02

                        SCHEDULE 4.01(w)

List of investments as of June 2, 2000, held by any Loan Party
and its Subsidiaries with the amount, obligor, issuer and
maturity.


                                                                     Outstand
   Grantor       Debt Issuer      Description     Debt      Maturity    ing
                                              Certificate            Principa
                                                 No(s).              l Amount
Specialty     Carl Tooker            Loan         N/A      04/15/1998 140,000.
Retailers,                                                                  00
Inc.
Specialty     Carl Tooker            Loan         N/A      04/15/1998 203,200.
Retailers,                                                                  00
Inc.
Specialty     Carl Tooker            Loan         N/A      07/15/1999 175,000.
Retailers,                                                                  00
Inc.
Specialty     Carl Tooker            Loan         N/A      09/15/1999 125,000.
Retailers,                                                                  00
Inc.
Specialty     Carl Tooker            Loan         N/A      04/14/2000 200,000.
Retailers,                                                                  00
Inc.
Specialty     Carl Tooker            Loan         N/A      11/03/2000 200,000.
Retailers,                                                                  00
Inc.
Specialty     Stephen Lovell         Loan         N/A      06/01/2000 150,000.
Retailers,                                                                  00
Inc.
Specialty     Stephen Lovell         Loan         N/A      04/01/1999 125,000.
Retailers,                                                                  00
Inc.
Specialty     Stephen Lovell         Loan         N/A      02/27/1999 142,679.
Retailers,                                                                  00
Inc.
Specialty     Stephen Lovell         Loan         N/A      04/14/2000 25,000.0
Retailers,                                                                   0
Inc.
Specialty     Stephen Lovell         Loan         N/A      10/06/2000 20,000.0
Retailers,                                                                   0
Inc.
Specialty     Stephen Lovell         Loan         N/A      11/03/2000 71,814.5
Retailers,                                                                   9
Inc.
Specialty     Ron Lucas              Loan         N/A      04/29/1999 377,194.
Retailers,                                                                  61
Inc.
Specialty     Ron Lucas              Loan         N/A      04/14/2000 145,000.
Retailers,                                                                  00
Inc.
Specialty     Ron Lucas              Loan         N/A      11/03/2000 107,298.
Retailers,                                                                  00
Inc.
Specialty     Tom Buttaccio          Loan         N/A      11/15/2001 8,427.86
Retailers,
Inc.
Specialty     Bernie Locklear        Loan         N/A        Demand   33,172.2
Retailers,                                                                   6
Inc.
Specialty     Jonathan Pike          Loan         N/A        Demand   20,000.0
Retailers,                                                                   0
Inc.
Specialty     Bruce Harsha        Relocation      N/A        Demand   4,000.00
Retailers,                          Advance
Inc.
Specialty     Charles Sledge     Bonus Advance    N/A        Demand   31,000.0
Retailers,                                                                   0
Inc.
SRI (NV)      Specialty              Loan         N/A         Open    191,867,
              Retailers, Inc.                                           527.74
Specialty     SRI Receivables    Intercompany     N/A         Open    19,765,4
Retailers,    Purchase Co.          Payable                              41.16
Inc.
Stage Stores, SRI (NV)           Intercompany     N/A         Open    59,637.0
Inc.                                Payable                                  0


                        SCHEDULE 4.01(x)

List of patents, trademarks, trade names, service marks,
copyrights, applications therefor, and licenses thereof of any
Loan Party and its Subsidiaries with the jurisdiction of
registration, registration number, registration date and
expiration date.


                                   Seria   Reg.
 Mark    Loc  l No.   No.   Class       Goods/Services       Statu   Due
  ali            (i)          (ii)                            s     Date
                   ty                 Filin               Reg.
                                                     g               Date
                                                      Date

    7 N.       Fed  73/43  1,314, Int'l  Shoes                     Regis Renew:
 BROADWAY   era  0,098   725     25                             tered 01/15/0
                      l   06/13  01/15/                                        5
                                                /83     85
   701        Fed  73/45  1,314, Int'l  Children's,  ladies'  and Regis Renew:
  COLLECTIO  era  3,286   752     25   men's             wearing tered 01/15/0
         N           l   11/17  01/15/        apparel-namely,    pants,       5
                                        /83     85          shirts and coats
  A T B &    Fed  73/26  1,211, Int'l  Pants and shirts          Regis Renew:
 Design     era  6,361   638     25                             tered 10/05/0
                   l   06/16  10/05/                                        2
                                            /80     82
 ANTHONYS   Fed  73/72  1,517, Int'l  Department store services Regis Renew:
 stylized   era  5,854   648     42                             tered 12/20/0
       letters     l   05/02  12/20/                                        8
                                            /88     88
  ANTHONY'S  Fed  73/52  1,356, Int'l  Men's   underwear  briefs Regis Renew:
 &  Design  era  2,014   890     25   and tops                  tered 08/27/0
                    l   02/13  08/27/                                        5
                                                /85     85
  ANTHONY'S  Fed  73/52  1,355, Int'l  Men's   underwear  briefs Regis Renew:
           era  2,015   562     25   and tops                  tered 08/20/0
                    l   02/13  08/20/                                        5
                                                /85     85
  ANTINOS    Fed  73/31  1,205, Int'l  Shoes                     Regis Renew:
 Stylized   era  7,757   553     25                             tered 08/17/0
       Letters     l   07/06  08/17/                                        2
                                                /81     82
 ATB        Fed  73/37  1,248, Int'l  Shoes                     Regis Renew:
Stylized   era  1,721   443     25                             tered 08/16/0
       Letters     l   06/25  08/16/                                        3
                                                 /82     83
  ATB &      Fed  73/11  1,178, Int'l  Shirts and pants          Regis Renew:
 Design     era  7,054   224     25                             tered 11/17/0
                   l   02/25  11/17/                                        1
                                                /77     81
 ATB        Fed  74/31  1,773, Int'l  Western-style  pants  and Regis Renew:
 AUTHENTIC  era  9,746   061     25   shirts                    tered 05/25/0
        WESTERN     l   10/5/  05/25/                                        3
                                WEAR &           92      93
                                Design
       AUSTIN     Fed  75/82         Int'l  clothing,  namely   men's Pendi
         STEELE     era  0,736           25   shirts,  sweaters,  sport  ng
              LTD.        l   10/12                shirts,   slacks,   woven
                                  /99                 shirts, and sportswear.

  BEALLS     Fed  73/56  1,563, Int'l  Retail store services for Regis Renew:
            era  0,559   887     42   clothing, shoes, jewelry, tered 10/31/0
                    l   09/27  10/31/        accessories,    cosmetics       9
                               /85     89          and other soft goods
        BEALLS     Fed                Int'l  Retail store services  in Propo
                     era                  35   home           decorative  sed
                           l                        accessories     including
                                                   glass,  crystal,  silver,
                                                    pottery,  furniture,  and
                                                    picture  frames;   retail
                                                    stores    services     in
                                                    kitchen       accessories
                                                   including         plates,
                                                   glasses,   place    mats,
                                                   napkins;   retail   store
                                                    services    in    bedroom
                                                    accessories     including
                                                   sheets,       comforters,
                                                    throws,        decorative
                                                    pillows,  towels;  retail
                                                    store     services     in
                                                    stationary       supplies
                                                   including  bags,   tissue
                                                   and  albums; retail store
                                                   services    in   sporting
                                                    apparel    and   sporting
                                                   goods including clothing,
                                                    sportswear, shoes,  bats,
                                                    balls,    mitts,    wrist
                                                    banks,  knee  pads,  golf
                                                   gloves,  batting  gloves,
                                                    footballs,   basketballs,
                                                    soccer     balls,     and
                                                      sporting accessories
        BEALLS     Fed                Int'l  Retail store services  in Propo
          HOME       era                 . 35  home           decorative  sed
                         l                        accessories     including
                                                    glass,  crystal,  silver,
                                                    pottery,  furniture,  and
                                                    picture  frames;   retail
                                                    stores    services     in
                                                  kitchen       accessories
                                                    including         plates,
                                                   glasses,   place    mats,
                                                    napkins;   retail   store
                                                    services    in    kitchen
                                                   accessories     including
                                                    sheets,       comforters,
                                                    throws,        decorative
                                                    pillows,  towels;  retail
                                                   store     services     in
                                                   stationary       supplies
                                                   including  bags,   tissue
                                                           and albums;
         BEALLS     Fed                Int'l  Retail store services  in Propo
          SPORTS     era                  35   sporting   apparel    and  sed
                        l                        sporting  goods including
                                                   clothing,     sportswear,
                                                   shoes,    bats,    balls,
                                                  mitts, wrist banks,  knee
                                                    pads,     golf    gloves,
                                                    batting           gloves,
                                                  footballs,   basketballs,
                                                    soccer     balls,     and
                                                      sporting accessories
  BUCKHIDE   Fed  71/29  268,76 Int'l  Work  pants, work shirts, Renew Renew:
tylized   era  1,197    0      25   work coats, overalls, for  ed   03/18/0
        Letters     l   10/18  03/18/        men  and boys; play suits       0
                                         /29     30          for children
  CHEVRON     OK  None   29144  State  Games,  toys and sporting Regis Renew:
 DESIGN          01/21  01/21/   22   goods                     tered 01/23/0
                        /83     83                                          3
  CHEVRON    Fed  73/52  1,590, Int'l  Athletic shoes            Regis Renew:
 DESIGN     era  7,017   004     25                             tered 04/03/0
                 l   03/15  04/03/                                        0
                                               /85     90
  CHEVRON     OK  None   29143  State  Clothing                  Regis Renew:
DESIGN          01/21  01/21/   39                             tered 01/23/0
                        /83     83                                          3

 CHEVRON    Fed  73/26  1,265, Int'l  Athletic shoes            Regis Renew:
 DESIGN     era  5,314   050     25                             tered 01/24/0
                  l   06/09  01/24/                                        4
                                             /80     84
  COPPER     Fed  74/58  1,984, Int'l  Sportswear,  viz,   men's Regis  8&15
   CREEK      era  1,484   674     25   and women's sport shirts, tered Due:
             l   10/03  07/02/        shorts and trousers             07/02/0
                  /94     96                                          1-02
                                                                     Renew:
                                                                     07/02/0
                                                                     6
        COPPER     Fed                Int'l  Clothing,    namely     - Propo
          CREEK      era                  25   sweaters,  t-shirts,  and  sed
                                         l                        jeans
  DOUBLE      CO  None   901053 State  Clothing                  Regis Renew:
 EXPOSURE                141     39                             tered 05/18/0
                              05/18/                                        0
                                                        90
 DOUBLE      WY  None   260464 State                            Regis Renew:
EXPOSURE               05/18/   39                             tered 05/18/0
                                 90                                          0
  FASHION    Fed  73/66  1,475, Int'l  (25)  Men's  and  women's Regis Renew:
BAR        era  0,674   069     25   ready  to  wear  apparel, tered 02/02/0
                  l   05/14  02/02/ Int'l  namely   suits,  dresses,       8
                             /87     88     42   slacks,  trousers,  sport
                                                   coats,   skirts,  shirts,
                                                    blouses,        sweaters,
                                                    jackets,           coats,
                                                    underwear,     sleepwear,
                                                    head-wear,       hosiery,
                                                    belts,  shoes, ties,  and
                                                    scarves  ;  (42)   Retail
                                                    store  services  in   the
                                                    field   of   men's    and
                                                    women's  ready  to   wear
                                                             apparel
 FASHION     CO  None   T9943  State  Advertising and business  Regis Renew:
 BAR                    06/06/  101                             tered 06/06/0
                                72                                          2
  FASHION     CO  None   851009 State  Clothing                  Regis Renew:
 BAR                     933     39                             tered 06/04/0
                              06/04/                                        2
                                                       72
 FAST BAK   Fed  73/26  1,201,   25   Athletic shoes            Regis Renew:
            era  5,502   207                                    tered 07/13/0
                  l   06/09  07/13/                                        2
                                                /80     82
 FB PETITE  Fed  73/66  1,475, Int'l  (25)  Women's  ready   to Regis Renew:
            era  0,675   070     25   wear,   apparel,   namely tered 02/02/0
                        l   05/14  02/02/ Int'l  dresses, slacks,  skirts,
                                /87     88     42   blouses,        sweaters,
                                                    jackets,           coats,
                                                    sleepwear,      headwear,
                                                    hosiery,    belts     and
                                                    scarves;   (42)    Retail
                                                    store  services  in   the
                                                   field of women's ready to
                                                          wear apparel
  GRAFFICS    CO  None   901109 State  For clothing              Regis Renew:
                         983     39                             tered 12/27/0
                              12/27/                                        0
                                                         90
   GRAPHITE   Fed  74/80  1,938, Int'l  Men's    jeans,   shirts, Regis  8&15
              era  2,481   934     25   t-shirts and fleece tops. tered Due:
            l   07/08  11/28/                                        11/28/0
                     /94     95                                          0-01
                                                                    Renew:
                                                                      11/28/0
                                                                           5
   GRAPHITE   Fed  75/97  2,011, Int'l  Watches  Clothing namely, Regis  8&15
               era  5,306   195     14   junior's   and   infant's tered Due:
             l   07/08  10/22/ Int'l  clothing  namely,  jeans,       10/22/0
                     /94     96     25   shirts, t-shirts,  fleece       1-02
                                       tops, shorts, skirts, and       Renew:
                                      bottoms;    and     men's       10/22/0
                                            clothing  namely,  shorts       6
                                                                     and bottoms
   GRAPHITE   Fed  75/13  2,242, Int'l  Sunglasses                Regis  8&15
               era  7,592   181     9                              tered Due:
             l   07/22  04/27/                                        04/27/0
                    /96     99                                          4-05
                                                                       Renew:
                                                                      04/27/0
                                                                          9
       GRAPHITE   Fed                Intl.  Jewelry  in International Propo
                     era                 14,   Class    14;    Clothing,  sed
                          l                   25   namely - juniors tops and
                                                    bottoms,       children's
                                                    socks,  in  International
                                                                     Class 25.
 HANNAH     Fed  73/66  1,475, Int'l  (25)  Women's  ready   to Regis Renew:
            era  0,672   067     25   wear    apparel,   namely tered 02/02/0
                    l   05/14  02/02/ Int'l  dresses, slacks,  skirts,       8
                               /87     88     42   blouses,        sweaters,
                                                    jackets,           coats,
                                                    sleepwear,      headwear,
                                                    hosiery, belts, shoes and
                                                    scarves;   (42)    Retail
                                                    store  services  in   the
                                                   field of women's ready to
                                                                  wear apparel
  HANNAH      CA  None   89074  State  Women's  ready  to   wear Regis Renew:
                        12/14/   39   apparel                   tered 12/14/0
                               88                                          8
  PALAIS      AR         TM1128 State  Advertising and business  Regis Renew:
 ROYAL                  01/04/  101                             tered 01/04/0
                               99                                          4
 PALAIS     Fed  75/74         Int'l  Retail   stores  services Pendi Respons
    ROYAL      era  4,175           35   featuring men's, women's,  ng   e to
              l   07/06                children's  and  infant's       Office
                   /99                 clothing and accessories,       Action
                                         head   coverings,   hats,       Due:
                                      caps,   scarves,   shoes,       04/05/0
                                            jewelry,         hosiery,       0
                                                   foundations,    lingerie,
                                                    watches, sunglasses, swim
                                                   wear, cosmetics, perfume,
                                                    health  and beauty aides,
                                                  leather  goods,  wallets,
                                                    handbags,        candles,
                                                    glassware,       crystal,
                                                   picture frames, and  gift
                                                                   items
 PALAIS     Fed  75/74         Int'l  Retail   sale  of  men's, Pendi Respons
    ROYAL      era  4,411           42   women's,  children's  and  ng   e to
              l   07/07                infant's   clothing   and       Office
                   /99                 accessories,         head       Action
                                        coverings,  hats,   caps,       Due:
                                      scarves,  shoes, jewelry,       04/05/0
                                            hosiery,     foundations,       0
                                                   lingerie,        watches,
                                                    sunglasses,  swim   wear,
                                                   cosmetics,       perfume,
                                                  health  and beauty aides,
                                                   leather  goods,  wallets,
                                                   handbags,        candles,
                                                    glassware,       crystal,
                                                 picture frames, and  gift
                                                                     items
        PALAIS     Fed                       Retail store services  in
              ROYAL      era                       kitchen       accessories
                           l                        including         sheets,
                                                    comforters,       throws,
                                                  decorative       pillows,
                                                    towels;   retail    store
                                                    services   in  stationary
                                                   supplies including  bags,
                                                    tissue and albums; retail
                                                   store     services     in
                                                    sporting   apparel    and
                                                   sporting  goods including
                                                    clothing,     sportswear,
                                                    shoes,    bats,    balls,
                                                    mitts, wrist banks,  knee
                                                    pads,     golf    gloves,
                                                    batting           gloves,
                                                    footballs,   basketballs,
                                                    soccer     balls,     and
                                                      sporting accessories
  PALAIS      LA          None  State  Miscellaneous Services    Regis Renew:
 ROYAL                  08/03/   42                             tered 08/03/0
                               98                                          8
 PALAIS      TX  None   28128  State  Advertising and business  Regis Renew:
ROYAL                  01/23/  101                             tered 01/23/1
                                70                                          0
  PALAIS      TX  None   28129  State  Clothing                  Regis Renew:
 ROYAL                  01/23/   25                             tered 01/23/1
                                70                                          0
        PALAIS     Fed                Int'l  Retail store services  in Propo
         ROYAL      era                  35   home           decorative  sed
              HOME        l                        accessories     including
                                                    glass,  crystal,  silver,
                                                    pottery,  furniture,  and
                                                   picture  frames;   retail
                                                   stores    services     in
                                                   kitchen       accessories
                                                  including         plates,
                                                   glasses,   place    mats,
                                                   napkins;   retail   store
                                                  services    in    bedroom
                                                    accessories     including
                                                    sheets,       comforters,
                                                    throws,        decorative
                                                   pillows,  towels;  retail
                                                   store     services     in
                                                    stationary       supplies
                                                   including  bags,   tissue
                                                                   and albums.
       PALAIS     Fed                Int'l  (35)     Retail     store Propo
         ROYAL      era                  35   services in the field  of  sed
              SPORTS      l                 Int'l  sporting   apparel    and
                                            TBA   goods;   (TBA)   Sporting
                                                    apparel    and     goods,
                                                    namely,    sport    wear,
                                                    shoes,    bats,    balls,
                                                   mitts, wrist bands,  knee
                                                   pads,     golf    gloves,
                                                    batting           gloves,
                                                  footballs,   basketballs,
                                                   soccer   balls,  sporting
                                                          accessories.
  REBECCA     CO  None   901053 State  Clothing                  Regis Renew:
 MALONE                  142     39                             tered 05/18/0
                             05/18/                                        0
                                                       90
 REBECCA     WY  None   260465 State  Clothing                  Regis Renew:
 MALONE                 05/18/   39                             tered 05/18/0
                                90                                          0
       REBECCA    Fed  75/88         Int'l  (25)   Women's   clothing Pendi
           MALONE     era  2,619           14   apparel; namely, blouses,  ng
                         l   12/28         Int'l  pants,  shirts, sweaters,
                                /99            25   jackets,  knit  tops  and
                                                       handbags (14) Jewelry
  ROYAL      Fed  74/60  2,041, Int'l  Clothing,       including Regis  8&15
    WEAR       era  5,688   095     25   casual     and      dress tered Due:
             l   10/05  02/25/        clothing,  namely  jeans,       02/25/0
                    /94     97          slacks,  shorts,  shirts,       2-03
                                      blouses,   jackets    and       Renew:
                                    sweaters                        02/25/0
                                                                          7
   ROYAL      Fed  74/51  1,972, Int'l  Ladies sportswear, namely Regis  8&15
    STUDIO     era  6,571   203     25   shirts,          blouses, tered Due:
             l   04/21  05/07/        sweaters, slacks, shorts,       05/07/0
                    /94     96          skirts and jackets              1-02
                                                                     Renew:
                                                                    05/07/0
                                                                        6
  ROYAL      Fed  74/51  1,964, Int'l  Ladies sportswear, namely Regis  8&15
    SPORT      era  6,052   989     25   shirts,          blouses, tered Due:
            l   04/21  04/02/        sweaters, slacks, shorts,       04/02/0
                    /94     96          skirts,    jackets    and       1-02
                                     fleece tops and bottoms         Renew:
                                                                     04/02/0
                                                                        6
  ROYAL      Fed  74/51  2,044, Int'l  Dickies                   Regis  8&15
    ACCESSORI  era  6,574   111     25                             tered Due:
 ES          l   04/21  03/11/                                        03/11/0
                   /94     97                                          2-03
                                                                      Renew:
                                                                     03/11/0
                                                                        7
  ROYAL      Fed  75/97  2,031, Int'l  (18)    Handbags,    (25) Regis  8&15
    ACCESSORI  era  5,499   265     18   scarves                   tered Due:
ES          l   04/21  01/14/ Int'l                                  01/14/0
                   /94     97     25                                   2-03
                                                                     Renew:
                                                                    01/13/0
                                                                          7
  ROYAL      Fed  74/51  1,972, Int'l  Plus      size     ladies Regis  8&15
   WOMAN      era  6,572   204     25   sportswear;       namely, tered Due:
            l   04/21  05/07/        shirts,          blouses,       05/07/0
                  /94     96          sweaters, slacks, shorts,       1-02
                                      skirts and jackets              Renew:
                                                                    05/07/0
                                                                          6
  ROYAL      Fed  74/65  2,022, Int'l  Ladies sportswear, namely Regis  8&15
   PETITE     era  0,357   556     25   shirts,          blouses, tered Due:
            l   03/20  12/10/        sweaters, slacks, shorts,       12/10/0
                   /95     96          skirts and jackets.             1-02
                                                                     Renew:
                                                                    12/10/0
                                                                        6
  ROYAL      Fed  74/51  2,022, Int'l  Socks                     Regis  8&15
    LEGWEAR    era  6,053   381     25                             tered Due:
           l   04/21  12/10/                                        12/10/0
                    /94     96                                          1-02
                                                                      Renew:
                                                                     12/10/0
                                                                         6
 SPECIALTY   OH  None   TM14,9 State  Men's,     women      and Regis Renew:
COLLECTIO                89     25   children's   clothing   & tered 04/11/0
      N                      04/11/        accessories.                    7
                           97                                          Mark
                                                                        not
                                                                        used
                                                                         per
                                                                      client.
 SPECIALTY   OK  None   26222  State  Men's,    women's     and Regis Renew:
COLLECTIO              01/27/   39   children's  clothing  and tered 01/27/0
       N                        94          accessories.                    4
                                                                      Mark
                                                                       not
                                                                       used
                                                                         per
                                                                     client.
  SPECIALTY   NM  None   TK9402 State  Men's,    women's     and Regis Renew:
 COLLECTIO               0302         children's  clothing  and tered 02/03/0
       N                      02/03/        accessories.                    4
                              94                                          Mark
                                                                       not
                                                                        used
                                                                           per
                                                                     client.
  SPECIALTY   TX  None   53190  State  Man's,    women's     and Regis Renew:
COLLECTIO              01/27/   25   children's  clothing  and tered 01/27/0
       N                        94          accessories.                    4
                                                                       Mark
                                                                          not
                                                                        used
                                                                          per
                                                                     client.
 SPECIALTY   WI          None  State  Clothing                  Regis Renew:
COLLECTIO              10/01/   39                             tered 10//01/
    N                        97                                          07
                                                                      Mark
                                                                       not
                                                                      used
                                                                        per
                                                                    client.
 SPECIALTY   MT         019600 State  Clothing                  Regis Renew:
OLLECTIO              10/06/  2 MM                            tered 10/06/0
      N                        97                                          7
                                                                       Mark
                                                                        not
                                                                        used
                                                                       per
                                                                     client.
  SPECIALTY   MO  None   13120  State  Men's,    women's     and Regis Renew:
COLLECTIO              01/23/   39   childrens'  clothing  and tered 01/23/0
        N and                    95          accessories.                    5
  Design                                                               Mark
                                                                       not
                                                                        used
                                                                       per
                                                                     client.
 SPECIALTY   MS  None    None  State  Men's,    women's     and Regis Renew:
COLLECTIO              05/18/   39   children's  clothing  and tered 05/18/0
       N and                    95          accessories                     5
   Design                                                               Mark
                                                                        not
                                                                      used
                                                                       per
                                                                    client.
 SPECIALTY   ND  None    None  State  Clothing                  Regis Renew:
COLLECTIO              02/19/   39                             tered 02/19/0
      N                        98                                          8
                                                                         Mark
                                                                         not
                                                                         used
                                                                          per
                                                                     client.
 SPECIALTY   MN  None   25,335 State  Men's,     women      and Regis Renew:
COLLECTIO              09/09/   25   children's   clothing   & tered 09/09/0
       N                        96          accessories.                    6
                                                                       Mark
                                                                        not
                                                                       used
                                                                        per
                                                                     client.
  SPECIALTY   KS  None    None  State  Clothing   for;    men's, Regis Renew:
COLLECTIO              05/19/   39   women's   and  children's tered 05/19/0
       N and                    95          clothing and accessories.       5
  Design                                                               Mark
                                                                        not
                                                                      used
                                                                       per
                                                                     client.
 SPECIALTY   IN  None   1997-0 State  Men's,     women      and Regis Renew:
 COLLECTIO               068     39   children's   clothing   & tered 02/06/0
       N                      02/17/        accessories.                    7
                           97                                          Mark
                                                                        not
                                                                        used
                                                                       per
                                                                     client.
    SPECIALTY   IL  None   076577 State  Men's,    women's     and Regis Renew:
    COLLECTIO              05/25/   39   children's  clothing  and tered 05/25/0
    N and                    95          accessories.                    5
    Design                                                               Mark
                                                                        not
                                                                        used
                                                                        per
                                                                    client.
SPECIALTY   CO  None   941009 State  Clothing                  Regis Renew:
OLLECTIO               832     25                             tered 01/26/0
      N and                  01/26/                                        4
  Design                   94                                          Mark
                                                                       not
                                                                       used
                                                                        per
                                                                     client.
 SPECIALTY   AZ  None   TM0003 State  Men's,     women      and Regis Renew:
OLLECTIO               8211    25   children's   clothing   & tered 08/23/0
      N                      08/23/        accessories.                    6
                          96                                          Mark
                                                                         not
                                                                       used
                                                                       per
                                                                      client.
  SPECIALTY   AR  None   130-95 State  Men's,     women      and Regis Renew:
 COLLECTIO              05/17/   39   children's   clothing   & tered 05/17/0
       N                        95          accessories.                    0
                                                                       Mark
                                                                       not
                                                                        used
                                                                         per
                                                                      client.
 SPECIALTY   AL  None   105-92 State  Men's,    women's     and Regis Renew:
COLLECTIO                5      25   children's  clothing  and tered 01/27/0
      N and                  01/27/        accessories.                    4
  Design                   94                                          Mark
                                                                      not
                                                                       used
                                                                       per
                                                                      client.
 SPECIALTY   WY  None   94-228 State  Men's,    women's     and Regis Renew:
 COLLECTIO               8248    39   children's  clothing  and tered 01/26/0
       N                      01/26/        accessories                     4
                            94                                          Mark
                                                                        not
                                                                        used
                                                                        per
                                                                      client.
 SPECIALTY   NE  None   54,848 State  Men's,     women      and Regis Renew:
COLLECTIO              09/09/   25   children's   clothing   & tered 09/09/0
      N                        96          accessories.                    6
                                                                      Mark
                                                                      not
                                                                      used
                                                                       per
                                                                      client.
 SPECIALTY   LA  None    None  State  Clothing; men's,  women's Regis Renew:
COLLECTIO              05/17/   25   and  children's  clothing tered 05/17/0
       N and                    95          accessories                     5
    Design                                                               Mark
                                                                       not
                                                                        used
                                                                        per
                                                                       client.
SPECIALTY   MI  None   M01-51 State  Men's,     women      and Regis Renew:
COLLECTIO                6      39   children's   clothing   & tered 08/04/0
       N                      08/04/        accessories                     7
                           97                                          Mark
                                                                       not
                                                                       used
                                                                       per
                                                                      client.
SPECIALTY   SD  None    None  State  Men's,     women      and Regis Renew:
LLECTIO              09/16/   25   children's   clothing   & tered 09/16/0
       N                        96          accessories.                    6
                                                                      Mark
                                                                      not
                                                                      used
                                                                      per
                                                                      client.
 SPIRIT      CO  None   851016 State  Clothing                  Regis Renew:
                     100     39                             tered 06/09/0
                           06/09/                                        9
                                                    79
SPIRIT      KS  None   07/31/ State  Advertising and  business Regis Renew:
                      80     02   for   retail   sales   of tered 04/19/0
                                            women's clothing                0
 SPIRIT      NM  None   TK9005                                  Regis Renew:
                        0304                                   tered 07/10/0
                               05/03/                                        0
                                                         80
       SPIRIT     Fed                Int'l  New   Goods  -  t-shirts, Propo
                    era                  25   shorts,   children's    &  sed
                             l                        men's active wear
  STAGE       CO  None   198510 State  Women's ready to wear  of Regis Renew:
                        15480   101   all kinds                 tered 11/08/0
                              11/08/                                        8
                                                         78
  STAGE       CO  None   198510 State  Women's,          girl's, Regis Renew:
                     15479    39   children's,   men's   and tered 02/17/0
                              02/17/        boy's  ready to  wear  of       9
                                                         69          all kinds
 STAGE       CA  None   89104  State  Garments,  women's  ready Regis Renew:
                        12/16/   39   to  wear apparel such  as tered 12/16/0
                                88          dresses and sportswear          8
        STAGE      Fed                       Bubble     bath,     non- Propo
                     era                       medicated  bath crystals,  sed
                      l                        bath  scrubs,  hand   and
                                                body   lotions,  perfumes
                                                and    skin   soaps    in
                                               international  class   3;
                                               hand   held  mirrors   in
                                               international  class  20;
                                               hair   brushes  and  hair
                                              combs   in  international
                                               class   21;  and   men's,
                                              women's   and  children's
                                               ready    wear   clothing,
                                              namely,        underwear,
                                              hosiery,  socks,   suits,
                                             blouses,        sweaters,
                                            jackets,   coats,   sleep
                                             wear, robes, lounge wear,
                                                 head  wear, pants, jeans,
                                                  short,  t-shirts,  fleece
                                                 tops,   sweat  suits   in
                                                international class 25;
        STAGE      Fed                Int'l  Retail store services  in
                         era                  35   men's,    women's     and
                     l                        children's ready to  wear
                                              clothing,       including
                                               underwear,       hosiery,
                                              socks,   suits,  blouses,
                                              sweaters, jackets, coats,
                                             sleep ware, robes, lounge
                                             wear,  head wear,  pants,
                                             jeans,  shorts, t-shirts,
                                            fleece tops, sweat suits;
                                            retail store services  in
                                             sporting     merchandise,
                                                   including     sportswear,
                                                   shoes,    bats,    balls,
                                                    mitts, wrist bands,  knee
                                                   pads,     golf    gloves,
                                                    batting           gloves,
                                                   footballs,   basketballs,
                                                   soccer     balls,     and
                                                   sporting     accessories;
                                                  retail store services  in
                                                   home         merchandise,
                                                   including,     furniture,
                                                   house     wares,      and
                                                  decorative accessories of
                                                  glass and crystal, silver
                                                  accessories,     pottery,
                                                  picture  frames,  kitchen
                                                    accessories,    including
                                                    plates,  glasses,   place
                                                    mats,    napkins,     and
                                                    bedroom      accessories,
                                                    including         sheets,
                                                   comforters,       throws,
                                                    decorative        pillows
                                                    towels;   retail    store
                                                    services  in  stationary,
                                                    including  bags,  tissue,
                                                    and albums.
           Fed  73/66  1,525, Int'l  (25)  Women's  ready   to Regis Renew:
           era  0,706   762     25   wear   apparel,   namely, tered 02/21/0
       STAGE       l   05/14  02/21/ Int'l  shirts,  dresses,  coats,       9
                               /87     89     42   belts  and  shoes;   (42)
                                                    Retail store services  in
                                                    the  field  of  clothing,
                                                   shoes and accessories
  STAGE       NY                                                 Propo
                                                                 sed
  STAGE       PA                                                 Propo
                                                                  sed
 STAGE      Fed                Int'l  Retail store services  in Propo
  HOME       era                  35   home         merchandise,  sed
                           l                        including,     furniture,
                                                    house     wares,      and
                                                    decorative accessories of
                                                    glass and crystal, silver
                                                    accessories,     pottery,
                                                   picture  frames,  kitchen
                                                     accessories,    including
                                                    plates,  glasses,   place
                                                    mats,    napkins,     and
                                                    bedroom      accessories,
                                                    including         sheets,
                                                    comforters,       throws,
                                                    decorative        pillows
                                                    towels;   retail    store
                                                   services  in  stationary,
                                                   including  bags,  tissue,
                                                  and albums.
       STAGES     Fed                                                 Propo
                  era                                                  sed
                                           l
   STAGE      Fed                Int'l  Retail store services  in Propo
   SPORTS     era                  35   sporting     merchandise,  sed
                          l                        including     sportswear,
                                                   shoes,    bats,    balls,
                                                  mitts, wrist bands,  knee
                                                   pads,     golf    gloves,
                                                    batting           gloves,
                                                    footballs,   basketballs,
                                                    soccer     balls,     and
                                                    sporting accessories
        STG        Fed  75/89         Int'l                            Pendi
        STUDIO     era  5,717           25                              ng
                                            l   01/12
                                                 /00
SUN RIVER  Fed  75/04  2,285, Int'l  Clothing  for adults  and Regis  8&15
   CLOTHING   era  0,261   764     25   children,  namely,  tops, tered Due:
 .         l   01/04  10/12/        bottoms,          shirts,       10/12/0
                    /96     99          sweaters,    sweatshirts,       4-05
                                        t-shirts, jeans,  slacks,       Renew:
                                     shorts,  hosiery,  shoes,       10/12/0
                                     sneakers, scarves,  ties,       9
                                                    belts and suspenders
  SUN RIVER  Fed  75/97  2,080, Int'l  Clothing   for    adults, Regis  8&15
    CLOTHING   era  6,054   349     25   namely,   tops,  bottoms, tered Due:
CO.         l   01/04  07/15/        jeans        sweatshirts,       07/15/0
                   /96     97          slacks, and shorts              2-03
                                                                    Renew:
                                                                    07/15/0
                                                                     7
  SUN RIVER  Fed  74/69  2,088, Int'l  Women's         clothing, Regis  8&15
   CLOTHING   era  2,574   109     25   including   casual    and tered Due:
 CO.         l   06/23  08/12/        dress   clothing,  namely       08/12/0
                    /95     97          pants,          t-shirts,       2-03
                                       sweatshirt,  blouses  and       Renew:
                                    shoes                           08/12/0
                                                                        7
 SUN RIVER  Fed  75/97  2,051, Int'l  Women's         clothing, Regis  8&15
   CLOTHING   era  5,639   646     25   including   casual    and tered Due:
CO.         l   06/23  04/08/        dress   clothing,  namely       04/08/0
                    /95     97          jeans,  dresses,  skirts,       2-03
                                      shorts,    shirts     and       Renew:
                                    sweaters                        04/08/0
                                                                        7
 SUN RIVER  Fed  75/11  2,089, Int'l  Women's clothing,  namely Regis  8&15
  CLOTHING   era  6,355   020     25   skorts and rompers        tered Due:
 .         l   06/10  08/19/                                        08/19/0
                  /96     97                                          2-03
                                                                    Renew:
                                                                   08/19/0
                                                                       7
      SUN RIVER  Fed                       Clothing, namely - mens's Propo
      CLOTHING   era                       sweaters, jogging  suits,  sed
           CO.         l                        woven  shirts, and casual
                                                                    pants.
  WHISPERS   Fed  74/65  2,094, Int'l  Cosmetics,  namely,  body Regis  8&15
               era  5,468   031     3    lotion,  bath  &   shower tered Due:
            l   04/03  09/09/        gel,  bubble  bath,  bath       09/09/0
                     /95     97          scrub,   bath   crystals,       2-03
                                      soap and potpourri              Renew:
                                                                   09/09/0
                                                                         7
 WHISPERS   Fed  433,7  1,294, Int'l  Lingerie                  Regis Renew:
          era   57     565     25                             tered 09/11/0
                 l   07/08  09/11/                                        4
                                                 /83     84
ISPERS   Fed  74/65  2,032, Int'l  Legwear,           namely Regis
             era  5,469   862     25   pantyhose, banded  tights tered  8&15
              l   04/03  01/21/        and socks                       Due:
                /95     97                                          01/21/0
                                                                     2-03

                                                                      Renew:
                                                                     01/21/0
                                                                       7
      WHISPERS   Fed                Int'l  Additional    Goods     - Propo
                  era                  25   clothing,    namely     -  sed
                             l                        sleepwear and panties
  CO   None  881057 State  Clothing                  Aband  Renew:
               368     39                             oned   06/01/98
     and                    06/01/
     Design                   88
  BY          CO   None  881007 State  Clothing                  Regis  Renew:
 REQUEST                 229     39                             tered  02/23/08
                            02/23/
                              88
APHITE   Fed  74/54         Int'l  Handbags                  Aband            S
            era   7279           18                             oned   tatement
            l   07/08                                                 of   Use
                     /94                                                  due:
                                                                     01/16/98

                                                                           6th
                                                                     extensio
                                                                     n    not
                                                                     availabl
                                                                           e
     DOUBLE R   Fed  75/41         Int'l  Cosmetics, lotions and    Aband
     DESIGN     era  3,239           3    bubble bath               oned
                 l   01/02
                      /98
   HANNAH      CA   none  89074  State  Women's ready to wear     Aband  Renew:
                         12/14/   39   apparel.                  oned   12/14/98
                              88
 MISS       Fed  74/20  1,705, Int'l  Shoes                     Aband     8   &
 JENNIFER   era  1,058   125     25                             oned   15  Due:
             l   09/06  08/04/                                         08/04/98
                    /91     92                                           Renew:
                                                                        08/04/02
   CAREER      CO   None  T33578 State  Clothing                  Expir  Renew:
  DESIGNS                07/13/   39                             ed     07/13/97
                              87
   BY          WY   None  246761 State  For clothing              Expir  Renew:
  REQUEST                02/23/   39                             ed     02/23/98
     (Stylized                88
     )
     DIMENSION  Fed  560,8  1,391, Int'l  Shoes                     Cance
     80         era    81    685     25                             lled
                 l   09/30  04//29
                      /85    /86
   DOUBLE      WY   None  260464 State  Ladies clothing           Regis  Renew:
  EXPOSURE               05/18/   39                             tered  05/18/00
                              90
     ETHAN       CO   None  T31258 State  Clothing                  Expir
                            07/25/   39                             ed
                              86
     EXPRESSIO   CO   None  851027 State  Advertising and business  Expir
     NS                      057    101                             ed
                            09/10/
                              94
     FB         Fed  670,2  1,543, Int'l  (25)  Men's  and  women's Cance
     (Stylized  era    95    605     25   ready  to  wear  apparel, lled
     )           l   07/06  06/13/ Int'l  namely   suits,  dresses,
                      /87     89     42   slacks,  trousers,  sport
                                          coats,   skirts,  shirts,
                                          blouses,        sweaters,
                                          jackets,           coats,
                                          underwear,     sleepwear,
                                          headwear, hosiery, belts,
                                          shoes,  ties and scarves;
                                          (42)     Retail     store
                                          services  in  men's   and
                                          women's  ready  to   wear
                                          apparel    and   intimate
                                          apparel,    shoes     and
                                          accessories
 FB          CO   None  T32864 State  Clothing                  Expir  Renew:
                        04/06/   39                             ed     04/06/97
                          87
FB          CO   None  T32863 State  Advertising and business  Expir  Renew:
                      04/06/  101                             ed     04/06/97
                              87
     FB         Fed  660,6  1,475, Int'l  (25)  Women's  ready   to Cance
     CAREERS    era    73    068     25   wear    apparel,   namely lled
                 l   05/14  02/02/ Int'l  dresses, slacks,  skirts,
                      /87     88     42   blouses,        sweaters,
                                          jackets,           coats,
                                          sleepwear,      headware,
                                          hosiery,           belts,
                                          underwear,  shoes;   (42)
                                          Retail store services  in
                                          women's  ready  to   wear
                                          apparel
     FB          CO   None  T19339 State  Ladies ready to wear of   Expir
     CAREERS                04/16/   39   all kinds                 ed
                              81
     FB DESIGN   CO   None   None  State  Furniture, furnishings,   Expir
                            10/01/  23,   fixtures, accessories and ed
                              73    30,   related items and
                                    32,   articles appertaining
                                    33,   thereto of all kinds;
                                    39,   clothing.
                                    42,
                                    50,
                                    101
     FB DESIGN   WY   None  02884  State  Advertising and business  Expir
                            10/25/  101                             ed
                              79
     FB          CO   None  T26504 State  Advertising and business  Expir
     EXPRESSIO              06/13/  101                             ed
     NS                       84
     FB LTD.     CO   None  T19333 State  Men's clothing of all     Expir
                            04/16/   39   kinds                     ed
                              81
     FB PETITE   CO   None  T31518 State  On labels attached to     Expir
                            09/12/   39   ladies' ready-to-wear.    ed
                              86
     FB PETITE   CO   None  T29404 State  Advertising and business  Expir
                            09/27/  101                             ed
                              85
     HANNAH      CO   None  T31517 State  Ladies' ready to wear.    Expir
                            09/12/   39                             ed
                              86
     HANNAH      CO   None  T31519 State  Retail sales of women's   Expir
                            09/12/  101   ready to wear.            ed
                              86
I'M         CO   None   None  State  Clothing                  Expir  Renew:
OLORADO               12/29/   39                             ed     12/29/97
     PROUD                    87
     J.B.        CO   None  T3129? State  Men's shirts, ties, suits Expir
     BRITTON                07/25/   39   and sweaters              ed
                              86
     JEFFREY    Fed  560,5  1,400, Int'l  Men's shirts, shorts,     Cance
     BROWN      era    62    432     25   pants and sweatsuits      lled
                 l   09/27  07/08/
                      /85     86
KENDRA      CO   None  T33576 State  Clothing                  Expir  Renew:
                        07/13/   39                             ed     07/13/97
                              87
  KENDRA      WY   None  243632 State  Clothing                  Expir  Renew:
                      08/10/   39                             ed     08/10/97
                              87
KENDRA      CO   None  T33577 State  Clothing                  Expir  Renew:
SPORT                  07/13/   39                             ed     07/13/97
                              87
NDRA      WY   None  243631 State  Clothing                  Expir  Renew:
PORT                  08/10/   39                             ed     08/10/97
                              87
     L'UOMO      CO   None  T31256 State  Men's wearing apparel     Expir
                            07/25/   39                             ed
                              86
     L'UOMO      KS   None   None  State  Retail sales of women's   Expir
                            07/21/   2    clothing                  ed
                              80
L'UOMO      NM   None  13,856  None  Business and advertising  Regis  Renew:
                      07/10/                                  tered  07/10/00
                              80
     MISS       Fed  73/56         Int'l  Shoes                     Aband
     JENNIFER   era  0,807           25                             oned
                 l   09/30
                      /85
  REBECCA     WY   None  260465 State  Ladies clothing           Regis  Renew:
 MALONE                 05/18/   39                             tered  05/18/00
                              90
     ROYAL      Fed  74/51         Int'l  Clothing and accessories  Aband
     ACTIVE     era  6,573           25                             oned
                 l   04/21
                      /94
 SPIRIT      CA   None  088573  None  Ready to wear apparel     Regis  Renew:
                      09/21/        such as dresses and       tered  09/21/98
                           88          sportswear
 SPIRIT      KS   None   None  State  Retail sales of women's   Regis  Renew:
                     07/31/   2    clothing                  tered  07/31/00
                              90
     SPIRIT      NM   None  13853   None  Retail sales of women's   Regis  Renew
                     07/10/        clothes                   tered  07/10/00
                              80
 SPIRIT      WY   None   80-   State  Clothing                  Regis  Renew:
                     177708   39                             tered  08/16/99
                            08/16/
                              89
 STAGE       KS   None   None  State  Retail sales of women's   Regis  Renew:
                     07/31/   2    clothing                  tered  07/31/00
                              90
 STAGE       NM   None  13845   None  Business and Advertising  Regis  Renew:
                     07/10/                                  tered  07/10/00
                              80
 STAGE       AZ   None  26826  State  Unknown                   Expir  Renew:
 WOMENS                 11/18/   25                             ed     11/18/98
     APPAREL                  88
     TAMARON     CO   None  T31257 State  Ladies wearing apparel,   Expir
                            07/25/   39   fashion accessories,      ed
                              86          shoes and accessories
     TIMBRE      CO   None  T31259 State  Men's wearing apparel     Expir
                            07/25/   39                             ed
                              86
     TURTLE     Fed  683,3  1,553, Int'l  Men's     and     women's Cance
     CREEK      era    37    797     25   apparel,  namely  shorts, lled
                 l   09/10  08/29/        skirts,   pants,    woven
                      /87     89          skirts,  sweaters,   skit
                                          tops,  woven tops, fleece
                                          tops,   coats  and  woven
                                          skirts
     WHISPERS   Fed  73/56         Int'l  Ladies' sleepwear         Aband
                era  0,561           25                             oned
                 l   09/27
                      /85
 WHISPERS   Fed  74/65         Int'l  Womens',   juniors'   and Cance  8    and
       era  5,467           25   childrens'    sportswear, lled   15   Due
        l   04/03                namely  shirts,  blouses,        06/10/97
                      /95                 sweaters, slacks, shorts,
                                          skirts    and    jackets,
                                          dresses and coats
     WYNNWOOD   Fed  73/68  1,583, Int'l  Men's     apparel     and Cance
     COLLECTIO  era  3,336   731     25   accessories,      namely, lled
     N           l   09/10  02/20/        suits, sport coats, dress
                      /87     90          shirts,   dress   slacks,
                                          casual   slacks,    woven
                                          sport    shirts,    ties,
                                          sweaters,  knit   shirts,
                                          coats and hosiery
     WYNWOOD    Fed  73/69  1,568, Int'l  Men's     apparel     and Cance
     COLLECTIO  era  1,051   465     25   accessories,      namely, lled
     N and       l   10/22  11/28/        suits, sport coats, dress
     Design           /87     89          shirts,   dress   slacks,
                                          casual   slacks,    woven
                                          sport    shirts,    ties,
                                          sweaters,  knit   shirts,
                                          coats and neckwear, shoes
                                          and hosiery
     WHISPERS   Fed  75/18         Int'l  (3)      Bubble     bath, Close
     SPA        era  0,409           3    non-medicated        bath d
     COLLECTIO   l   10/11         Int'l  crystals,  bath   scrubs,
     N                /96            20   hand  and  body  lotions,
                                   Int'l  perfumes and soaps;  (20)
                                     21   Hand   held  mirrors;(21)
                                   Int'l  Hair   brushes  and  hair
                                     25   combs;   (25)   Clothing,
                                          namely,           ladies'
                                          sleepwear,         robes,
                                          loungewear,    underwear,
                                          slippers and head bands
     Young Set   CO   None  248/33 State  Women's,          girl's, Cance
                            10/01/   39   children's,   men's   and lled
                              73          boy's  ready to  wear  of
                                          all kinds

Patents and copyrights, and licenses or applications therefore:
None
                        SCHEDULE 5.02(a)

                      ARTICLE 15     LIENS



          (I)  Mortgages/Deeds of Trust:


1.   Deed  of Trust, Assignment, Security Agreement and Financing
     Statement   dated  June  16,  1997,  granted  by   Specialty
     Retailers, Inc. in favor of Kenneth Kraus as Trustee for the
     benefit  of  Credit  Suisse First Boston,  recorded  in  the
     Office  of  the  County  Clerk  of  Cherokee  County,  Texas
     covering  certain real property more particularly  described
     therein  and  commonly  known  as  the  Distribution  Center
     physically  located  at 506 Bealls Boulevard,  Jacksonville,
     Texas 75766.

2.   Deed  of Trust, Security Agreement, Assignment of Rents  and
     Financing  Statement  dated February  1,  1983,  granted  by
     Bealls  Properties,  Inc. in favor of  Angela  M.  DeMeo  as
     Mortgage  Trustee  for  the benefit  of  Port  Arthur  (Park
     Central) Industrial Development Corporation, recorded in the
     Office  of  the  County  Clerk of  Jefferson  County,  Texas
     covering  certain real property more particularly  described
     therein and known as Store #120 located at 3100 FM 365, #57,
     Port Arthur, Jefferson County, Texas 77640.

3.   Deed  of  Trust  and Assignment of Rents dated  February  1,
     1983,  granted  by Central Mall Joint Venture  in  favor  of
     Angela  M.  DeMeo  as Mortgage Trustee for  the  benefit  of
     Bealls  Properties, Inc., recorded as Instrument  Number  in
     the  Office  of the County Clerk of Jefferson County,  Texas
     covering  certain real property more particularly  described
     therein and known as Store #120 located at 3100 FM 365, #57,
     Port  Arthur,  Jefferson  County, Texas  77640  subsequently
     assigned from Bealls Properties, Inc. to Chemical Bank.


UCC Financing Statements:

SECTION 15.02 Secured PartyStat  Instrument  Filing(a) Description of Collateral
    Debtor                                  e                 Date
Specialty  CIT Group Equipment AL  B 98- 07/22/ Satellite  equipment wherever
Retailers,     Financing, Inc.                    31048FS      98     located
Inc.
Specialty Credit Suisse First Boston AL B00- 03/13/   Unspecified and proceeds.
Retailers,     as Collateral Agent                103640FS     00
Inc.                                            B00-10365FS
Specialty  OroAmerica, Inc. AR 1203078 08/17/   Consignor's  10  karat  and  14
Retailers,                                      99     karat gold jewelry
Inc.
Specialty General Electric Capital AR 1203237 08/19/ Retail store security equi
Retailers,     Corp.                                           99
Inc.
Specialty CIT Group Equipment AR  1143013 07/21/ Satellite equipment  wherever
Retailers,     Financing, Inc.                                 98     located
Inc.
Specialty CIT Group Equipment AR 1145863 08/10/ Satellite equipment   wherever
Retailers,     Financing, Inc.                                 98     located
Inc.
Specialty Sensormatic Electronics AR. 1143019 07/21/ All equipment owned leased
Retailers,     Corp.                98     by  Specialty Retailers,  Inc.,
Inc.                                       provided     by     Sensormatic
                                           Electronics   Corp.,   in   the
                                          stores on the list attached  to
                                          the financing statement
Specialty Credit Suisse First Boston AR 1232896 03/10/ Inventory, proceeds and
Retailers,     as Collateral Agent                1232897      00     products.
Inc.                               03/10/   Equipment,   contract   rights,
                                   00     general     intangibles     and
                                                                     proceeds.
Specialty CIT Group Equipment AZ 01025716 07/21/ Satellite equipment wherever
Retailers,     Financing, Inc.                                 98     located
Inc.
Specialty      Credit Suisse First Boston   AZ    1197732    03/10/
Retailers,                                        1107733      00
Inc.
Specialty OroAmerica, Inc. CO 19992044408 08/05/ Consigned 10 karat and 14 karat
Retailers,                                            99     gold jewelry
Inc., Beall's,                                               modifi
Palais Royal,                                                  ed
Stage Stores,                                                08/19/
Inc.                                                           99
Specialty      OroAmerica, Inc.             CO  19992054496  09/30/
Retailers,                                                     99
Inc.
Specialty CIT Group Equipment CO 19982051389 08/10/ Satellite equipment wherever
Retailers,     Financing, Inc.                                 98     located
Inc.
Palais Royal,  SRI Receivables Purchase 932056618 07/29/ Certain accounts rec
Inc.           Co., Inc.              93     rights   related   thereto   in
                                            connection   with   Receivables
                                             Purchase    Agreement     dated
                                             July 30, 1993
Palais Royal,  SRI Receivables Purchase     CO  19972127037  12/30/   Continua
Inc.           Co., Inc..                                      97
Specialty CIT Group Equipment CO 19982047083 07/21/ Satellite  equip  wherever
Retailers,     Financing, Inc.                                 98     located
Inc.
Specialty Credit Suisse First Boston CO  20002021734  03/10/ Inventory, proceed
Retailers,                                      20002021735    00     products.
Inc.                                03/10/   Contract   rights,   equipment,
                                    00     purchase     money     security
                                    interests and proceeds.
Specialty Credit Suisse First Boston GA 06000004664 03/13/ Inventory, proceeds
Retailers,     as Collateral Agent              06000004465    00     products.
Inc.                                 03/13/   Inventory,     proceeds     and
                                                               00     products.
Specialty CIT Group Equipment IA K941437 08/10/ Satellite  equip   wherever
Retailers,     Financing, Inc.                                 98     located
Inc.
Specialty CIT Group Equipment IA K937652 07/21/ Satellite  equipment   wherever
Retailers,     Financing Inc.                                  98     located
Inc.
Specialty Credit Suisse First Boston IA P088340 03/10/ Inventory, proceeds and
Retailers,     as Collateral Agent                P088341      00     products.
Inc.                                03/10/   Equipment,   contract   rights,
                                    00     general  intangibles, accounts,
                                     fixtures,  inventory,   assets,
                                    machinery,  computer equipment,
                                    business   machinery/equipment,
                                   negotiable         instruments,
                                  proceeds and products.
Specialty CIT Group Equipment IL   003882163   07/21/ Satellite equip  wherever
Retailers,     Financing, Inc.                                 98     located
Inc.
Specialty      Credit Suisse First Boston   IL   004179041   03/10/   Equipment.
Retailers,     as Collateral Agent               004179042     00     Inventory.
Inc.                                                         03/10/
                                                               00
Specialty CIT Group Equipment IN    2202193    07/21/ Satellite equip wherever
Retailers,     Financing, Inc.                                 98     located
Inc.
Specialty CIT Group Equipment KS    2475026    07/21/ Satellite equip wherever
Retailers,     Financing Inc.                                  98     located
Inc.
Specialty CIT Group Equipment KS 2480606 08/10/ Satellite  equip wherever
Retailers,     Financing Inc.                                  98     located
Inc.
Specialty Credit Suisse First Boston KS 3389541 03/10/ Inventory, proceeds and
Retailers,     as Collateral Agent                3393022      00     products.
Inc.                           03/13/   Equipment,   contract   rights,
                               00     general  intangibles, accounts,
                               fixtures,  inventory,   assets,
                               machinery,             business
                               machinery/equipment,   computer
                               equipment,     proceeds     and
                               products.
Specialty OroAmerica, Inc. LA 09-979249 08/12/   Consignor's  10  Karat  and  14
Retailers,                              99     Karat gold jewelry
Inc.
Specialty General Electric Capital LA 17-1176867 08/19/ Retail store security eq
Retailers,     Corporation                                     99
Inc.
Specialty CSFB LA 36-146278 03/10/ Unspecified and proceeds.
Retailers, as Collateral Agent 36-146279     00     Unspecified and proceeds.
Inc.                                                         03/10/
                                                               00
Specialty CIT Group    Equipment   LA   49-253463   03/08/   Unspecified.
Retailers,     Financing, Inc.                                 00
Inc.
Specialty      Credit Suisse First Boston   MD  00001810392  03/16/
Retailers,     as Collateral Agent                   93        00
Inc.                                            00001810392  03/16/
                                                     97        00
Specialty CIT Group Equipment MI 95986B 07/21/ Satellite  equipment   wherever
Retailers,     Financing, Inc.                                 98     located
Inc.
Specialty CIT Group Equipment MI 96560B 08/10/ Satellite  equipment   wherever
Retailers,     Financing, Inc.                                 98     located
Inc.
Specialty OroAmerica MI D551029    08/05/   Consignor's  10  karat  and  14
Retailers,                                       99     karat gold jewelry
Inc., Beall's
Palais Royal,
Stage Stores,
Inc.
Specialty      CIT Group Equip MN 2063590 08/25/Satellite  equip   wherever
Retailers,     Financing, Inc.                                 98     located
Inc.
Specialty      CIT Group Equip MN 2060342 08/12/Satellite  equip   wherever
Retailers,     Financing Inc.                                  98     located
Inc.
Specialty      CIT Group Equip MS 1242311 08/10/ Satellite  equip  wherever
Retailers,     Financing, Inc.                                 98     located
Inc.
Specialty      CIT Group Equip MO 2938410 07/21/ Satellite  equip   wherever
Retailers,     Financing, Inc.                                 98     located
Inc.
Specialty      CIT Group Equip MO 2944886 08/10/ Satellite  equip   wherever
Retailers,     Financing Inc.                                  98     located
Inc.
Specialty      Credit Suisse First Boston   MO    4021038    03/10/
Retailers,                                        4021039      00
Inc.                                                         03/10/
                                                               00
Specialty      CIT Group Equip MT 542872    08/18/   Satellite  equip wherever
Retailers,     Financing Inc.                                  98     located
Inc.
Specialty      CIT Group Equip NE 776972    07/21/   Satellite  equip wherever
Retailers,     Financing Inc.                                  98     located
Inc.
Specialty      CIT Group Equip NE 778782    08/10/   Satellite  equip wherever
Retailers,     Financing Inc.                                  98     located
Inc.
Specialty      CSFB NE   9900033435  03/10/   Inventory,     proceeds     and
Retailers,     as Collateral Agent               9900033439    00     products.
Inc.                                         Equipment,   contract   rights,
                                              accounts,  fixtures, inventory,
                                              machinery,             business
                                             machinery/equipment,   computer
                                             equipment,     proceeds     and
                                                                      products.
Specialty      CIT Group Equip ND  98000796189  08/10/   Equipment and proceeds.
Retailers,     Financing, Inc.                                 98
Inc.
Specialty      CIT Group Equip NM 980721024   07/21/ Satellite equip   wherever
Retailers,     Financing Inc.                                  98     located
Inc.
Specialty      CIT Group Equip NM 980810051   08/10/ Satellite  equip wherever
Retailers,     Financing Inc.                                  98     located
Inc.
Specialty      Credit Suisse First Boston   NV  0003885 and  03/10/
Retailers,     as Collateral Agent.               0003886      00
Inc.
Specialty      CIT Group Equip NY 156670 07/21/ Satellite  equip wherever
Retailers,     Financing Inc                                   98     located
Inc.
Specialty      CSFB NY 00048588   03/10/   Inventory,     proceeds     and
Retailers,     as Collateral Agent                00048591     00     products.
Inc.                                03/10/   Equipment,   contract   rights,
                                     00     computer  equipment,  fixtures,
                                     inventory,  accounts,  business
                                      machinery/equipment,    general
                                     intangibles   and    negotiable
                                     instruments.
Specialty      OroAmerica   OH   AP0167799   08/09/   Consignor's merchandise
Retailers,                                                     99
Inc., Bealls,
Palais Royal,
Stage Stores,
Inc.
Specialty      Credit Suisse First Boston   OH   AP0220020   03/10/   Inventory.
Retailers, as Collateral Agent        AP0221424     00     Blanket lien.
Inc.                                                         03/16/
                                                               00
Specialty      CIT Group Equip OK  N05696 07/21/ Equip, computer equipment,
Retailers,     Financing, Inc.         98     inventory,     proceeds     and
Inc.                                                                  products.
Specialty      CIT Group Equipment          OK     N06162    08/10/
Retailers,     Financing, Inc.                                 98
Inc.
Specialty      CSFB OR   0000504052  03/10/   Inventory,     returned      or
Retailers,     as Collateral Agent 0000504348 00 repossessed goods,   proceeds,
Inc.                                                         03/13/   products.
                                      00     Equipment,   contract   rights,
                                       machinery, accounts, inventory,
                                       fixtures,            negotiable
                                       instruments,            general
                                      intangibles,  assets,  returned
                                       or  repossessed goods, proceeds
                                       and products.
Specialty      Credit Suisse First Boston   PA    31371297   03/10/
Retailers,     as Collateral Agent                31371300     00
Inc.
Specialty CSFB   SC            0  03/10/   Inventory,     proceeds     and
Retailers, as Collateral Agent              00310-         00     products.
Inc.                   141540A               Unspecified and proceeds.
                                                     000310-
                                                     141945A
Specialty CIT Group Equip SD 99822213036 08/10/ Satellite  equip  wherever
Retailers,     Financing Inc.                        91        98     located
Inc.
Specialty      CIT Group Equip SD 99820209044 07/21/ Satellite equip wherever
Retailers,     Financing Inc.                        54        98     located
Inc.
Specialty      CSFB SD  97188110292  07/07/   Equipment,  contracts   rights,
Retailers,     as Collateral Agent  1 97     general  intangibles, accounts,
Inc. (NV)                                     machinery,             business
                                               machinery/equipment,  fixtures,
                                                assets,      and     negotiable
                                        19972950902  10/22/   instruments
                                                    696        97
                                                 amendment
                                                     to
                                                19718811029
                                                     21
Specialty CSFB SD  00701102668  03/10/   Inventory,     proceeds     and
Retailers,                                     00070110266    00     products.
Inc.                          9       03/10/             Equipment, contract
                                         00     rights, general intangibles,
                                       accounts, fixtures, inventory,
                                       assets, machinery, business
                          00070110267           machinery/equipment, computer
                          0       03/10/   equipment, negotiable
                           00070110267    00     instruments, proceeds and
                                          1       03/10/   products.
                                                              00     Inventory
                                             Equipment,   contract   rights,
                                              general  intangibles, accounts,
                      00074090333           fixtures,  inventory,   assets,
                           3       03/14/   machinery,             business
                                      00     machinery/equipment,   computer
                                             equipment,           negotiable
                                              instruments,    proceeds    and
                                                                  products.

Specialty GE Capital TX 0000401325  01/04/   Radio    frequency   processing
Retailers,     Corporation                                     00     system
Inc.
Palais Royal,  SRPC TX  9300146138,  07/29/   Receivables     related      to
Inc. with      Co., Inc.   amended by    93     Receivables Purchase  Agreement
name change to                     9500614142,  02/11/   dated July 30, 1993
Specialty                                        amended by    95
Retailers,                                       9700667211  05/30/
Inc.                                                           97
Specialty      SRI Receivables Purchase          9700104292  05/30/
Retailers,     Co., Inc.                          filed in     97
Inc.                                             connection
                                                with change
                                                of name not
                                                   as an
                                                 amendment   04/06/
                                                  but as a     98
                                                new filing,
                                                     as
                                                 continued
                                                     by
                                                 9800645068
Specialty Bell & Howell Phillipsburg TX 045944 03/08/ Bell&Howell  Phillipsburg
Retailers,     Company              95     Eight  Station AIM III Mailstar
Inc.                                                                  Inserter
Specialty Allstate Business Systems TX 9500220903 11/14/ Ricoh color copier,
Retailers,                          95     editor,  document  feeder   and
Inc.                                                                  sorter
Specialty GE Capital TX 9700034026  02/20/   1  jetplane:   Hawker  Siddeley
Retailers, Corporation            97     with  two  Garrett  Model   TFE
Inc.                                      731-3R engines
Specialty      GE Capital  TX   9700034978  02/21/   1 Beechcraft aircraft
Retailers,     Corporation                                     97
Inc.
Specialty First National Bank of TX 9700107470, 06/020 All general intangibles
Retailers,     Boston as Agent partial 97    including  patents, trademarks,
Inc.                             release by           licenses, copyrights, etc.
                      9900707631,  06/23/   2  Bell & Howell MS500/AIM Mail
                                                   total       99     Processors
                                                 release by
                      9900712797  07/06/   All general intangibles
                                                               99
Specialty First National Bank of TX 9700107471 06/02/ 27.5544 acres
Retailers, Boston as Agent related to    97     Boulevard  Property, buildings,
Inc.        017432             structures   and   improvements
                  where              thereon    and   thereto    and
                        debtor was           insurance proceeds, rents, etc.
                                                   named
                                                   Palais
                                                Royal, Inc.
Specialty CSFB TX 9700119170  06/20/   All    equipment,    contracts,
Retailers,     as Collateral Agent    97     marks,  patents and copyrights,
Inc.                                           computer   programs,  including
                                               trade    secrets,   all   other
                           9900707639           general  intangibles,  LC  cash
                           partial    06/23/   collateral  account,  interest,
                           release      99     dividends, cash and instruments
                           relating to           from time to time received
                                                 9700119170
                                           0000779958  03/14/
                                      00     Partial  release of  2  Bell  &
                                             Howell    MS500    AIM     Mail
                                             Processors


                                                                      Amendment
Specialty      CSFB TX   9700120988  06/24/   Premises    known   as    Beall
Retailers,     as Agent              97     Boulevard   Property   (27.5544
Inc.                                          acres),           improvements,
                                                      equipment, rents, etc.
Specialty Oce Printing Systems TX   9800004582  01/07/   Led Printing System
Retailers,     Inc.                                            98
Inc.
Specialty CIT Group Equip TX 9800146312 07/21/ Satellite equipment   wherever
Retailers,     Financing, Inc.                                 98     located.
Inc.
Specialty Sensormatic Electronics TX 9800149267 07/23/ All equip owned or leased
Retailers,     Corp.                 98     to  Specialty Retailers,  Inc.,
Inc. d/b/a                                  provided     by     Sensormatic
Palais Royal                                Electronics   Corp.,   in   the
Palais Royal                                stores on the list attached  to
                                            the financing statement
Specialty Sensormatic Elec TX 9800149268  07/23/   All  equip owned or  leased
Retailers,     Corp.               98     to  Specialty Retailers,  Inc.,
Inc. d/b/a                                 provided     by     Sensormatic
Beall's                                    Electronics   Corp.,   in   the
Beall's                                    stores on the list attached  to
                                          the financing statement
Specialty      CIT Group Equip TX 9800161002  08/10/ Satellite equip wherever
Retailers,     Financing, Inc.                                 98     located
Inc.
Specialty      GE Capital TX 9800206819 10/15/ True lease  on 313 Hughes  PES
Retailers,     Corp.                   98     5000 personal earth station
Inc.
Specialty City National Leasing TX 9800211537 10/22/ Sullaire Air Compressor
Retailers,                                                     98
Inc.
Specialty      GE Capital TX 9800225191 11/13/ True lease  on SunMicrosystems
Retailers,     Corp.                         98     computer equipment
Inc.
Specialty      Steelcase Financial 9800246265 12/10/ All furniture and  equip
Retailers,     Services, Inc.          98     leased    or   financed    from
Inc.                                          Steelcase Financial
Specialty      GE Capital TX 9800253259 12/28/ True lease on 29 Hughes model
Inc.                                stations    and   1   Illuminet
                                                                      console
Specialty GE Capital 9900112905  06/07/   True  lease on 2 Bell &  Howell
Retailers,     Corp.                             99     Mail Processers
Inc.
Specialty IBM Credit Corp. 9900130630 06/28/   True   lease  on  IBM  computer
Retailers,                                                     99     equipment
Inc.
Specialty OroAmerica, Inc. 9900160416 08/06/   Lumber  to be cut, minerals  or
Retailers,                             99     minerals    related   accounts,
Inc.                                         crops growing or to be grown on
                                             the  real  estate described  in
                                              Attachment A to filing
Specialty GE Capital 9900161821  08/11/   2  rapid extraction desks and 1
Retailers,     Corp.                 99     automatic mail extraction unit
Inc.
Specialty GE Capital 9900168506  08/20/   Retail store security equipment
Retailers,     Corp.                                           99
Inc.
Specialty GE Capital     TX   9900233304  11/22/   Computer equipment
Retailers,     Corp.                                           99
Inc.
Specialty El Camino Resources 9900254041 12/27/ Equip leased under  Master
Retailers,                                   99     Lease 4343
Inc.
Specialty      Storagetek Financial         TX   9700227257  11/30/
Retailers,     Services Corporation                            97
Inc. (Lessee)  (Lessor)
Specialty      Credit Suisse First Boston   TX   0000448715  03/10/
Retailers,     as Collateral Agent                             00
Inc.
Specialty      Credit Suisse First Boston   TX   0000448716  03/10/
Retailers,     as Collateral Agent                             00
Inc. (NV)
Specialty      Credit Suisse First Boston   TX   0000448718  03/10/
Retailers,     as Collateral Agent                             00
Inc.
Specialty      Credit Suisse First Boston   TX   0000448719  03/10/
Retailers,     as Collateral Agent                             00
Inc. (NV)
Specialty      Oce Printing Systems USA,    TX   0000473791  04/12/
Retailers,     Inc.                                            00
Inc.
Specialty      Xerox Corporation            TX   9700003802  01/08/
Retailers,                                                     97
Inc.
Stage Stores,  Federal Sign Division of     TX   9900167600  08/16/
Inc.           Federal Signal Corp.                            99
Stage Stores,  Credit Suisse First Boston   TX   0000448714  03/10/
Inc.           as Collateral Agent               0000448717    00
                                                             03/10/
                                                               00
Stage Stores,CSFB 9700119169 Collateral Agent 9900707638 97 Partial release.
                                                               99
                                                             03/14/
                                                               00
Stage Stores,  Storage Techny Corporation  Harr    792629    08/10/   Equipment.
Inc.                               is     883063      89     Continuation.
                                           Co.,              07/14/
                                            TX                 94
Stage Stores,  El Camino Resources, Ltd.   Harr    952698    12/27/   Equipment
Inc.                                        is                 99
                                           Co.,
                                            TX
Specialty CSFB   VA  000310-7812  03/10/   Inventory,     proceeds     and
Retailers,     as Collateral Agent              000310-7813    00     products.
Inc.                                03/10/   Equipment,   contract   rights,
                                    00     general  intangibles, accounts,
                                    fixtures,  inventory,   assets,
                                     machinery,  computer equipment,
                                    business   machinery/equipment,
                                     negotiable         instruments,
                                     proceeds and products.
Specialty CSFB WA  20000700129  03/10/   Inventory,     proceeds     and
Retailers,     as Collateral Agent              20000700130    00     products.
Inc.                                03/10/   Equipment,   contract   rights,
                                    00     general  intangibles, accounts,
                                    fixtures,  inventory,   assets,
                                     machinery,             business
                                     machinery/equipment,   computer
                                     equipment,           negotiable
                                     instrument,    proceeds     and
                                                              products.
Specialty      Credit Suisse First Boston   WI    1935153    03/10/
Retailers,     as Collateral Agent                1935156      00
Inc.                                                         03/10/
                                                               00
Specialty CSFB  WV  0535560 and  03/10/   Unspecified and proceeds.
Retailers,     as Collateral Agent                0535561      00
Inc.
Specialty CIT Group Equip 0067161A02  03/07/   Computer     equipment      and
Retailers,     Financing, Inc.                                 00     proceeds.
Inc.
Specialty CSFB  00070151A01  03/10/   Inventory,     proceeds     and
Retailers,                                                     00     products.
Inc.
Specialty CSFB  00070151A02  03/10/   Equipment,        negotiable
Retailers,                 00     instruments,  contract  rights,
Inc.                                         inventory,  accounts,   assets,
                                             machinery,             business
                                             machinery/equipment,   computer
                                              equipment,  fixtures,   general
                                              intangibles.

In  addition  to  the liens listed above, there  may  be  certain
county filings for which search results have not been received.



                                                      EXHIBIT A-1

                                                          FORM OF
                                             WORKING CAPITAL NOTE


$_______________                       Dated:  _________ __, ____



          FOR VALUE RECEIVED, the undersigned, SPECIALTY
RETAILERS, INC., a Texas corporation and a debtor and debtor-in-
possession under chapter 11 of the Bankruptcy Code (the
"Borrower"), HEREBY PROMISES TO PAY to the order of
_________________________ (the "Lender") for the account of its
Applicable Lending Office (as defined in the Credit Agreement
referred to below) the aggregate principal amount of the Working
Capital Advances, Letter of Credit Advances and Swing Line
Advances (each as defined below) owing to the Lender by the
Borrower pursuant to the Credit Agreement dated as of June 2,
2000 (as amended, amended and restated, supplemented or otherwise
modified from time to time, the "Credit Agreement"; terms defined
therein, unless otherwise defined herein, being used herein as
therein defined) among the Borrower, Stage Stores, Inc., a
Delaware corporation and a debtor and debtor-in-possession under
chapter 11 of the Bankruptcy Code, as Parent Guarantor, the
Lender, certain other Lender Parties party thereto and Citicorp
USA, Inc., as Administrative Agent and as Collateral Agent for
the Lender and such other Lender Parties on the Termination Date.

          The Borrower promises to pay interest on the unpaid
principal amount of each Working Capital Advance, Letter of
Credit Advance and Swing Line Advance from the date of such
Working Capital Advance, Letter of Credit Advance and Swing line
Advance, as the case may be, until such principal amount is paid
in full, at such interest rates, and payable at such times, as
are specified in the Credit Agreement.

          Both principal and interest are payable in lawful money
of the United States of America to CITICORP USA, INC., as
Administrative Agent, at 399 Park Avenue, New York, New York
10043 in same day funds.  Each Working Capital Advance, Letter of
Credit Advance and Swing Line Advance owing to the Lender by the
Borrower and the maturity thereof, and all payments made on
account of principal thereof, shall be recorded by the Lender
and, prior to any transfer hereof, endorsed on the grid attached
hereto, which is part of this Promissory Note; provided, however,
that the failure of the Lender to make any such recordation or
endorsement shall not affect the Obligations of the Borrower
under this Promissory Note.

          This Promissory Note is one of the Working Capital
Notes referred to in, and is entitled to the benefits of, the
Credit Agreement.  The Credit Agreement, among other things, (i)
provides for the making of advances (variously, the "Working
Capital Advances", the "Letter of Credit Advances" or the "Swing
Line Advances") by the Lender to or for the benefit of the
Borrower from time to time in an aggregate amount not to exceed
at any time outstanding the U.S. dollar amount first above
mentioned, the indebtedness of the Borrower resulting from each
such Working Capital Advance, Letter of Credit Advance and Swing
Line Advance being evidenced by this Promissory Note, and
(ii) contains provisions for acceleration of the maturity hereof
upon the happening of certain stated events and also for
prepayments on account of principal hereof prior to the maturity
hereof upon the terms and conditions therein specified.  The
obligations of the Borrower under this Promissory Note and the
other Loan Documents, and the obligations of the other Loan
Parties under the Loan Documents, are secured by the Collateral
as provided in the Loan Documents.

          This Promissory Note shall be governed by, and
construed in accordance with, the laws of the State of New York
and, to the extent applicable, the Bankruptcy Code.

                                   SPECIALTY RETAILERS, INC.


                                   By
                                       Title:

              1ADVANCES AND PAYMENTS OF PRINCIPAL




                            Amount of       Unpaid
              Amount of     Principal      Principal    Notation
   Date        Advance         Paid        Balance       Made By
                            or Prepaid













































                                                     EXHIBIT  A-2

                                                          FORM OF
                                                        TERM NOTE



U.S. $_____________                    Dated:  _________ __, ____



          FOR VALUE RECEIVED, the undersigned, SPECIALTY
RETAILERS, INC., a Texas corporation and a debtor and debtor-in-
possession under chapter 11 of the Bankruptcy Code (the
"Borrower"), HEREBY PROMISES TO PAY to the order of [NAME OF
LENDER] or its registered assigns (the "Lender") for the account
of its Applicable Lending Office (as defined in the Credit
Agreement referred to below) the principal amount of the Term
Advance (as defined below) owing to the Lender by the Borrower
pursuant to the Credit Agreement dated as of June 2, 2000 (as
amended, amended and restated, supplemented or otherwise modified
from time to time, the "Credit Agreement"; terms defined therein,
unless otherwise defined herein, being used herein as therein
defined) among the Borrower, Stage Stores, Inc., a Delaware
corporation and a debtor and debtor-in-possession under chapter
11 of the Bankruptcy Code, as Parent Guarantor, the Lender,
certain other Lender Parties party thereto and Citicorp USA,
Inc., as Administrative Agent and as Collateral Agent for the
Lender and such other Lender Parties on the Termination Date.

          The Borrower promises to pay interest on the unpaid
principal amount of the Term Advance from the date of such Term
Advance until such principal amount is paid in full, at such
interest rates, and payable at such times, as are specified in
the Credit Agreement.

          Both principal and interest are payable in lawful money
of the United States of America to Citicorp USA, Inc., as
Administrative Agent, at 399 Park Avenue, New York, New York
10043 in same day funds.  The Term Advance owing to the Lender by
the Borrower and the maturity thereof, and all payments made on
account of principal thereof, shall be recorded by the Lender
and, prior to any transfer hereof, endorsed on the grid attached
hereto, which is part of this Promissory Note; provided, however,
that the failure of the Lender to make any such recordation or
endorsement shall not affect the Obligations of the Borrower
under this Promissory Note.

          This Promissory Note is one of the Term Notes referred
to in, and is entitled to the benefits of, the Credit Agreement.
The Credit Agreement, among other things, (i) provides for the
making of a single advance (the "Term Advance") by the Lender to
the Borrower in an amount not to exceed the U.S. dollar amount
first above mentioned, the indebtedness of the Borrower resulting
from such Term Advance being evidenced by this Promissory Note,
and (ii) contains provisions for acceleration of the maturity
hereof upon the happening of certain stated events and also for
prepayments on account of principal hereof prior to the maturity
hereof upon the terms and conditions therein specified.  The
obligations of the Borrower under this Promissory Note and the
other Loan Documents, and the obligations of the other Loan
Parties under the Loan Documents, are secured by the Collateral
as provided in the Loan Documents.

          This Promissory Note shall be governed by, and
construed in accordance with, the laws of the State of New York
and, to the extent applicable, the Bankruptcy Code.




                                SPECIALTY RETAILERS, INC.


                                By
                                  Title:

               ADVANCES AND PAYMENTS OF PRINCIPAL



                            Amount of       Unpaid
    Date      Amount of     Principal      Principal     Notation
               Advance         Paid        Balance       Made By
                            or Prepaid























                                                        EXHIBIT B

                                                          FORM OF
                                              NOTICE OF BORROWING



CITICORP USA, INC.
  as Administrative Agent
  under the Credit Agreement
  referred to below
399 Park Avenue
New York, New York 10043                [Date]


          Attention:  _______________


Ladies and Gentlemen:

          The undersigned, Specialty Retailers, Inc., refers to
the Credit Agreement dated as of June 2, 2000 (as amended,
amended and restated, supplemented or otherwise modified from
time to time, the "Credit Agreement"; the terms defined therein
being used herein as therein defined), among the undersigned, as
Borrower, Stage Stores, Inc., as Parent Guarantor, each a debtor
and debtor-in-possession under chapter 11 of the Bankruptcy Code,
the Lender Parties party thereto, Citicorp USA, Inc., as
Administrative Agent and as Collateral Agent for the Lender
Parties, and hereby gives you notice, irrevocably, pursuant to
Section 2.02 of the Credit Agreement that the undersigned hereby
requests a Borrowing under the Credit Agreement, and in that
connection sets forth below the information relating to such
Borrowing (the "Proposed Borrowing") as required by
Section 2.02(a) of the Credit Agreement:

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

          (ii) The Facility under which the Proposed Borrowing is
     requested is the _______________ Facility.

          (iii)     The Type of Advances comprising the Proposed
     Borrowing is [Base Rate Advances] [Eurodollar Rate
     Advances].

          (iv) The aggregate amount of the Proposed Borrowing is
     $__________.

          [(v) The initial Interest Period for each Eurodollar
     Rate Advance made as part of the Proposed Borrowing is
     __________ month[s].]

          The undersigned hereby certifies that the following
statements are true on the date hereof, and will be true on the
date of the Proposed Borrowing:
          (A)  The representations and warranties contained in
     each Loan Document are correct on and as of the date of the
     Proposed Borrowing, before and after giving effect to the
     Proposed Borrowing and to the application of the proceeds
     therefrom, as though made on and as of such date, other than
     any such representations or warranties that, by their terms,
     refer to a specific date other than the date of the Proposed
     Borrowing, in which case, as of such specific date.

          (B)  No event has occurred and is continuing, or would
     result from such Proposed Borrowing or from the application
     of the proceeds therefrom, that constitutes a Default; and.

          (C)  The sum of the Loan Values of the Eligible
     Collateral minus $[_______] exceeds the aggregate principal
     amount of the Working Capital Advances plus Swing Line
     Advances plus Letter of Credit Advances to be outstanding
     plus the Available Amount of all Letters of Credit then
     outstanding after giving effect to the Proposed Borrowing.

          Manual delivery of an executed counterpart of this
Notice of Borrowing by telecopier shall be effective as delivery
of an original executed counterpart of this Notice of Borrowing.


                                   Very truly yours,

                                   SPECIALTY RETAILERS, INC.



                                   By
                                       Title:


                                                        EXHIBIT C

                                                          FORM OF
                                        ASSIGNMENT AND ACCEPTANCE



          Reference is made to the Credit Agreement dated as of
June 2, 2000 (as amended, amended and restated, supplemented or
otherwise modified from time to time, the "Credit Agreement"; the
terms defined therein, unless otherwise defined herein, being
used herein as therein defined) among Specialty Retailers, Inc.,
(the "Borrower"), Stage Stores, Inc., as Parent Guarantor, each a
debtor and debtor-in-possession under chapter 11 of the
Bankruptcy Code, the Lender Parties party thereto and Citicorp
USA, Inc., as Administrative Agent and as Collateral Agent for
the Lender Parties.

          Each "Assignor" referred to on Schedule 1 hereto (each,
an "Assignor") and each "Assignee" referred to on Schedule 1
hereto (each, an "Assignee") agrees severally with respect to all
information relating to it and its assignment hereunder and on
Schedule 1 hereto as follows:

          1.   Such Assignor hereby sells and assigns, without
recourse except as to the representations and warranties made by
it herein, to such Assignee, and such Assignee hereby purchases
and assumes from such Assignor, an interest in and to such
Assignor's rights and obligations under the Credit Agreement as
of the date hereof equal to the percentage interest specified on
Schedule 1 hereto of all outstanding rights and obligations under
the Credit Agreement.  After giving effect to such sale and
assignment, such Assignee's Commitments and the amount of the
Advances owing to such Assignee will be as set forth on
Schedule 1 hereto.

          2.   Such Assignor (i) represents and warrants that its
name set forth on Schedule 1 hereto is its legal name, that it is
the legal and beneficial owner of the interest or interests being
assigned by it hereunder and that such interest or interests are
free and clear of any adverse claim; (ii) makes no representation
or warranty and assumes no responsibility with respect to any
statements, warranties or representations made in or in
connection with any Loan Document or the execution, legality,
validity, enforceability, genuineness, sufficiency or value of,
or the perfection or priority of any lien or security interest
created or purported to be created under or in connection with,
any Loan Document or any other instrument or document furnished
pursuant thereto; (iii) makes no representation or warranty and
assumes no responsibility with respect to the financial condition
of any Loan Party or the performance or observance by any Loan
Party of any of its obligations under any Loan Document or any
other instrument or document furnished pursuant thereto; and
(iv) attaches the Note or Notes held by such Assignor and
requests that the Administrative Agent exchange such Note or
Notes for a new Note or Notes payable to the order of such
Assignee in an amount equal to the Commitments assumed by such
Assignee pursuant hereto or new Notes payable to the order of
such Assignee in an amount equal to the Commitments assumed by
such Assignee pursuant hereto and such Assignor in an amount
equal to the Commitments retained by such Assignor under the
Credit Agreement, respectively, as specified on Schedule 1
hereto.

          3.   Such Assignee (i) confirms that it has received a
copy of the Credit Agreement, together with copies of the
financial statements referred to in Section 4.01 thereof and such
other documents and information as it has deemed appropriate to
make its own credit analysis and decision to enter into this
Assignment and Acceptance; (ii) agrees that it will,
independently and without reliance upon any Agent, any Assignor
or any other Lender Party and based on such documents and
information as it shall deem appropriate at the time, continue to
make its own credit decisions in taking or not taking action
under the Credit Agreement; (iii) represents and warrants that
its name set forth on Schedule 1 hereto is its legal name;
(iv) confirms that it is an Eligible Assignee; (v) appoints and
authorizes each Agent to take such action as agent on its behalf
and to exercise such powers and discretion under the Loan
Documents as are delegated to such Agent by the terms thereof,
together with such powers and discretion as are reasonably
incidental thereto; (vi) agrees that it will perform in
accordance with their terms all of the obligations that by the
terms of the Credit Agreement are required to be performed by it
as a Lender Party; and (vii) attaches any U.S. Internal Revenue
Service forms required under Section 2.12 of the Credit
Agreement.

          4.   Following the execution of this Assignment and
Acceptance, it will be delivered to the Administrative Agent for
acceptance and recording by the Administrative Agent.  The
effective date for this Assignment and Acceptance (the "Effective
Date") shall be the date of acceptance hereof by the
Administrative Agent, unless otherwise specified on Schedule 1
hereto.

          5.   Upon such acceptance and recording by the
Administrative Agent, as of the Effective Date, (i) such Assignee
shall be a party to the Credit Agreement and, to the extent
provided in this Assignment and Acceptance, have the rights and
obligations of a Lender Party thereunder and (ii) such Assignor
shall, to the extent provided in this Assignment and Acceptance,
relinquish its rights and be released from its obligations under
the Credit Agreement (other than its rights and obligations under
the Loan Documents that are specified under the terms of such
Loan Documents to survive the payment in full of the Obligations
of the Loan Parties under the Loan Documents to the extent any
claim thereunder relates to an event arising prior to the
Effective Date of this Assignment and Acceptance) and, if this
Assignment and Acceptance covers all of the remaining portion of
the rights and obligations of such Assignor under the Credit
Agreement, such Assignor shall cease to be a party thereto.

          6.   Upon such acceptance and recording by the
Administrative Agent, from and after the Effective Date, the
Administrative Agent shall make all payments under the Credit
Agreement and the Notes in respect of the interest assigned
hereby (including, without limitation, all payments of principal,
interest and commitment fees with respect thereto) to such
Assignee.  Such Assignor and such Assignee shall make all
appropriate adjustments in payments under the Credit Agreement
and the Notes for periods prior to the Effective Date directly
between themselves.

          7.   This Assignment and Acceptance shall be governed
by, and construed in accordance with, the laws of the State of
New York and, to the extent applicable, the Bankruptcy Code.

          8.   This Assignment and Acceptance may be executed in
any number of counterparts and by different parties hereto in
separate counterparts, each of which when so executed shall be
deemed to be an original and all of which taken together shall
constitute one and the same agreement.  Delivery of an executed
counterpart of Schedule 1 to this Assignment and Acceptance by
telecopier shall be effective as delivery of an original executed
counterpart of this Assignment and Acceptance.


          IN WITNESS WHEREOF, each Assignor and each Assignee
have caused Schedule 1 to this Assignment and Acceptance to be
executed by their officers thereunto duly authorized as of the
date specified thereon.
                           SCHEDULE 1
                               to
                   ASSIGNMENT AND ACCEPTANCE

ASSIGNORS:

Working Capital Note

  Percentage interest assigned         %     %      %     %      %

  Working Capital Commitment        $     $     $      $     $
assigned

  Aggregate outstanding principal
amount of                           $     $     $      $     $
     Working Capital Advances
assigned

  Principal amount of Working
Capital Note                        $     $     $      $     $
     Payable to Assignor

Term Note

  Percentage interest assigned         %     %      %     %      %

  Term Commitment assigned          $     $     $      $     $

  Aggregate outstanding principal
amount of                           $     $     $      $     $
     Term Advances assigned

  Principal amount of Term Note
     Payable to Assignor            $     $     $      $     $

Letter of Credit Facility

  Letter of Credit Commitment          %     %      %     %      %
assigned

  Letter of Credit Commitment       $     $     $      $     $
retained










ASSIGNEES:

Working Capital Note

  Percentage interest assumed          %     %      %     %      %

  Working Capital Commitment        $     $     $      $     $
assumed

  Aggregate outstanding principal
amount of                           $     $     $      $     $
     Working Capital Advances
assumed

  Principal amount of Working
Capital Note                        $     $     $      $     $
     Payable to Assignee

Term Note

  Percentage interest assumed          %     %      %     %      %

  Term Commitment assumed           $     $     $      $     $

  Aggregate outstanding principal
amount of                           $     $     $      $     $
     Term Advances assumed

  Principal amount of Term Note
     Payable to Assignee            $     $     $      $     $

Letter of Credit Facility

  Letter of Credit Commitment       $     $     $      $     $
assumed

Effective Date (if other than date of acceptance by
Administrative Agent):
_________ __, ____


                           Assignors


                                                       , as
Assignor
                                   [Type or Print Legal Name of
Assignor]


                                   By
                                       Title:

                                   Dated:  _________ __, ____



                                                       , as
Assignor
                                   [Type or Print Legal Name of
Assignor]


                                   By
                                       Title:

                                   Dated:  _________ __, ____



                                                       , as
Assignor
                                   [Type or Print Legal Name of
Assignor]


                                   By
                                       Title:

                                   Dated:  _________ __, ____



                                                       , as
Assignor
                                   [Type or Print Legal Name of
Assignor]


                                   By
                                       Title:

                                   Dated:  _________ __, ____

                                   Assignees


                                                       , as
Assignee
                                   [Type or Print Legal Name of
Assignor]


                                   By
                                       Title:

                                   Dated:  _________ __, ____

                                   Domestic Lending Office:


                                   Eurodollar Lending Office:



                                                       , as
Assignee
                                   [Type or Print Legal Name of
Assignor]


                                   By
                                       Title:

                                   Dated:  _________ __, ____

                                   Domestic Lending Office:


                                   Eurodollar Lending Office:



                                                       , as
Assignee
                                   [Type or Print Legal Name of
Assignor]


                                   By
                                       Title:

                                   Dated:  _________ __, ____

                                   Domestic Lending Office:


                                   Eurodollar Lending Office:



                                                       , as
Assignee
                                   [Type or Print Legal Name of
Assignor]


                                   By
                                       Title:

                                   Dated:  _________ __, ____

                                   Domestic Lending Office:


                                   Eurodollar Lending Office:





Accepted 1[and Approved] this ____
day of ___________, ____

CITICORP USA, INC.,
     as Administrative Agent


By
    Title:

2[Approved this ____ day
of _____________, ____

STAGE STORES, INC.

By
    Title:  ]








                                                 EXHIBIT D TO THE
                                                 CREDIT AGREEMENT
                                                  CONFORMED COPY,
                                           AS SEPARATELY EXECUTED




                       SECURITY AGREEMENT

                    Dated as of June 2, 2000

                              From

                 The Grantors referred to herein

                           as Grantors

                               to

                       CITICORP USA, INC.

                       as Collateral Agent


                        Table of Contents

                                                             Page

Section 1.                                     Grant of Security 2

Section 2.                              Security for Obligations 6

Section 3.                                Grantors Remain Liable 6

Section 4.Perfection and Priority of Security Interests, Mortgages and Liens

Section 5.           Delivery and Control of Security Collateral 7

Section 6.Maintaining the Pledged Accounts and the Additional Pledged Accounts

Section 7.Maintaining the Operating Account, the Disbursement Account, the Cash
Concentration Account, the Collateral Account and the L/C Collateral Account

Section 8.Investing of Amounts in the Cash Concentration Account, the Collateral
Account and the L/C Collateral Account                        10

Section 9.                                    Release of Amounts 10

Section 10.                       Representations and Warranties 11

Section 11.                                   Further Assurances 14

Section 12.                        As to Equipment and Inventory 15

Section 13.                                            Insurance 15

Section 14.Place of Perfection; Records; Collection of Receivables    16

Section 15.              As to Intellectual Property Collateral. 17

Section 16.                        Voting Rights; Dividends; Etc 18

Section 17.                        As to the Assigned Agreements 19

Section 18.               Payments Under the Assigned Agreements 20

Section 19.         Transfers and Other Liens; Additional Shares 20

Section 20.          Collateral Agent Appointed Attorney-in-Fact 21

Section 21.                         Collateral Agent May Perform 21

Section 22.                        The Collateral Agent's Duties 21

Section 23.                                             Remedies 22

Section 24.                               Indemnity and Expenses 24

Section 25.        Amendments; Waivers; Additional Grantors; Etc 25

Section 26.                                         Notices; Etc 25

Section 27.ContinuingSecurity Interest;Assignments under the Credit Agreement 25

Section 28.                                 Release; Termination 26

Section 29.                            Execution in Counterparts 26

Section 30.                                        The Mortgages 26

Section 31.                           Credit Agreement Controls  26

Section 32.                                        Governing Law 27





Schedules

Schedule I     -    Pledged Shares and Pledged Debt
Schedule II    -    Assigned Agreements
Schedule III   -    Locations of Equipment and Inventory
Schedule IV    -    Chief Executive Office and Federal Tax
               Identification Number
Schedule V     -    Patents, Trademarks and Trade Names,
               Copyrights and Licenses
Schedule VI    -    Pledged Accounts and Cash Concentration
               Account
Schedule VII   -    Permitted Unblocked Accounts


Exhibits

Exhibit A -    Form of Security Agreement Supplement
Exhibit B -    Form of Pledged Account Letter
Exhibit C -    Form of Consent and Agreement
Exhibit D -    Form of Control Agreement (Securities Account)
Exhibit E -    Form of Control Agreement (Commodity Account)
Exhibit F -    Form of Intellectual Property Security Agreement
Exhibit G -    Form of Intellectual Property Security Agreement
Supplement
Exhibit H -    Form of Cash Concentration Account Letter






                       SECURITY AGREEMENT


          SECURITY AGREEMENT dated June 2, 2000 made by the
Persons listed on the signature pages hereof, each a debtor and
debtor-in-possession under Chapter 11 of the U.S. Bankruptcy Code
(11 U.S.C. '101 et seq; the "Bankruptcy Code") (other than the
Non-Filing Subsidiaries, as such term is defined in the Credit
Agreement referred to below) and the Additional Grantors (as
defined in Section 25) (the Persons so listed and the Additional
Grantors being, collectively, the "Grantors"), to CITICORP USA,
INC., as collateral agent (together with any successor collateral
agent appointed pursuant to Article VIII of the Credit Agreement
(as hereinafter defined), the "Collateral Agent") for the Secured
Parties (as defined in the Credit Agreement).

          PRELIMINARY STATEMENTS.

          (1)  SPECIALTY RETAILERS, INC., a Texas corporation
(the "Borrower"), and STAGE STORES, INC., a Delaware corporation
(the "Parent Guarantor"), each a debtor and debtor in possession
under chapter 11 of the Bankruptcy Code, have entered into a
Credit Agreement dated as of the date hereof (said Agreement, as
it may hereafter be amended, amended and restated, supplemented
or otherwise modified from time to time, being the "Credit
Agreement") with the Lender Parties and the Agents (each as
defined therein).

          (2)  Pursuant to the Credit Agreement, the Grantors are
entering into this Agreement in order to grant to the Collateral
Agent for the ratable benefit of the Secured Parties  a security
interest in the Collateral (as hereinafter defined) now owned or
hereafter acquired.

          (3)  Each Grantor is the owner of the shares (the
"Initial Pledged Shares") of stock set forth opposite such
Grantor's name on and as otherwise described in Part I of
Schedule I hereto and issued by the corporations named therein
and of the indebtedness (the "Initial Pledged Debt") set forth
opposite such Grantor's name on and as otherwise described in
Part II of Schedule I hereto and issued by the obligors named
therein.

          (4)  The Borrower has opened a collateral securities
account, Account No. 30430976 (the "Collateral Account"), with
Citibank, N.A. at its office at 399 Park Avenue, New York,
New York  10043, in the name of the Collateral Agent and under
the sole control and dominion of the Collateral Agent and subject
to the terms of this Agreement.

          (5)  The Borrower has opened a collateral securities
account, Account No. 30430984 (the "L/C Collateral Account"),
with Citibank, N.A. at its office at 399 Park Avenue, New York,
New York  10043, in the name of the Collateral Agent and under
the sole control and dominion of the Collateral Agent and subject
to the terms of this Agreement.

          (6)  The Borrower has opened a cash concentration
deposit account and securities account, Account No. 30430204 (the
"Cash Concentration Account"), with Citibank, N.A. at its office
at 399 Park Avenue, New York, New York  10043, in the name of the
Borrower but under the sole dominion and control of the
Collateral Agent and subject to the terms of this Agreement.

          (7)  The Borrower has opened an operating deposit
account, Account No. 30430212 (the "Operating Account"), with
Citibank, N.A. at its office at 399 Park Avenue, New York,
New York  10043, in the name of the Borrower and subject to the
terms of this Agreement.

          (8)  The Borrower has opened a disbursement account
(the "Disbursement Account"), with Chase Bank of Texas, N.A., in
the name of the Borrower and subject to the terms of this
Agreement.

           (9) It is a condition precedent to the making of
Advances and the issuance of Letters of Credit by the Lender
Parties under the Credit Agreement from time to time that the
Grantors shall have granted the assignment and security interest
and made the pledge and assignment contemplated by this
Agreement.

          (10) Each Grantor will derive substantial direct and
indirect benefit from the transactions contemplated by the Loan
Documents.

          (11) Terms defined in the Credit Agreement and not
otherwise defined in this Agreement are used in this Agreement as
defined in the Credit Agreement.  Further, unless otherwise
defined in this Agreement or in the Credit Agreement, terms
defined in Article 8 or 9 of the Uniform Commercial Code in
effect in the State of New York ("N.Y. Uniform Commercial Code")
and/or in the Federal Book Entry Regulations (as defined below)
are used in this Agreement as such terms are defined in such
Article 8 or 9 and/or the Federal Book Entry Regulations.  The
term "Federal Book Entry Regulations" means (a) the federal
regulations contained in Subpart B ("Treasury/Reserve Automated
Debt Entry System (TRADES)") governing book-entry securities
consisting of U.S. Treasury bonds, notes and bills and Subpart D
("Additional Provisions") of 31 C.F.R. Part 357, 31 C.F.R.
 357.2,  357.10 through  357.14 and  357.41 through  357.44
and (b) to the extent substantially identical to the federal
regulations referred to in clause (a) above (as in effect from
time to time), the federal regulations governing other book-entry
securities.

          NOW, THEREFORE, in consideration of the premises and in
order to induce the Lender Parties to make Advances and issue
Letters of Credit under the Credit Agreement from time to time,
each Grantor hereby agrees with the Collateral Agent for the
ratable benefit of the Secured Parties as follows:

                ARTICLE 16     GRANT OF SECURITY



          .  Each Grantor hereby assigns and pledges to the
Collateral Agent for the ratable benefit of the Secured Parties,
and hereby grants to the Collateral Agent for the ratable benefit
of the Secured Parties a security interest in, subject only to
any valid and enforceable liens and security interests
specifically contemplated by, and permitted under, the Credit
Agreement and the Interim Order or the Final Order, as
applicable, such Grantor's right, title and interest in and to
the following, in each case, as to each type of property
described below, whether now owned or hereafter acquired by such
Grantor, wherever located, and whether now or hereafter existing
or arising (collectively, the "Collateral"):

          SECTION 16.01  all equipment in all of its forms, all fixtures
and all parts thereof and all accessions thereto (any and all
such equipment, fixtures, parts and accessions being the
"Equipment");

SECTION 16.02  all inventory in all of its forms, (including,
without limitation, (i) all items of clothing, clothing
accessories and raw materials and work in process therefor,
finished goods thereof and materials used or consumed in the
manufacture, production, preparation or shipping thereof,
(ii) goods in which such Grantor has an interest in mass or a
joint or other interest or right of any kind (including, without
limitation, goods in which such Grantor has an interest or right
as consignee) and (iii) goods that are returned to or repossessed
or stopped in transit by such Grantor), and all accessions
thereto and products thereof and documents therefor (any and all
such inventory, accessions, products and documents being the
"Inventory");
SECTION 16.03  all accounts, chattel paper, instruments, deposit
accounts, general intangibles and other obligations of any kind,
whether or not arising out of or in connection with the sale or
lease of goods or the rendering of services and whether or not
earned by performance, and all rights now or hereafter existing
in and to all security agreements, leases and other contracts
securing or otherwise relating to any such accounts, chattel
paper, instruments, deposit accounts, general intangibles or
obligations (any and all such accounts, chattel paper,
instruments, deposit accounts, general intangibles and
obligations, to the extent not referred to in clause (d), (e) or
(f) below, being the "Receivables", and any and all such security
agreements, leases and other contracts being the "Related
Contracts");
SECTION 16.04  the following (the "Security Collateral"):
          (i)  the Initial Pledged Shares and the certificates, if any,
               representing the Initial Pledged Shares, and all dividends, cash,
               instruments and other property from time to time received,
               receivable or otherwise distributed in respect of or in exchange
               for any or all of the Initial Pledged Shares;

(ii) the Initial Pledged Debt and the instruments, if any,
evidencing the Initial Pledged Debt, and all interest, cash,
instruments and other property from time to time received,
receivable or otherwise distributed in respect of or in exchange
for any or all of the Initial Pledged Debt;
(iii)     all additional shares of stock of any issuer of the
Pledged Shares from time to time acquired by such Grantor in any
manner (such shares, together with the Initial Pledged Shares,
being the "Pledged Shares"), and the certificates, if any,
representing such additional shares, and all dividends, cash,
instruments and other property from time to time received,
receivable or otherwise distributed in respect of or in exchange
for any or all of such shares;
(iv) all additional indebtedness from time to time owed to such
Grantor (such indebtedness, together with the Initial Pledged
Debt, being the "Pledged Debt") and the instruments, if any,
evidencing such indebtedness, and all interest, cash, instruments
and other property from time to time received, receivable or
otherwise distributed in respect of or in exchange for any or all
of such indebtedness; and
(v)  all other investment property (including, without
limitation, all (A) securities, whether certificated or
uncertificated, (B) security entitlements, (C) securities
accounts, (D) commodity contracts and (E) commodity accounts) in
which such Grantor has now, or acquires from time to time
hereafter, any right, title or interest in any manner, and the
certificates or instruments, if any, representing or evidencing
such investment property, and all dividends, interest,
distributions, value, cash, instruments and other property from
time to time received, receivable or otherwise distributed in
respect of or in exchange for any or all of such investment
property;
          SECTION 16.05  each of the agreements listed on Schedule II
hereto, as such agreements may be amended, amended and restated,
supplemented or otherwise modified from time to time
(collectively, the "Assigned Agreements"), including, without
limitation, (i) all rights of such Grantor to receive moneys due
and to become due under or pursuant to the Assigned Agreements,
(ii) all rights of such Grantor to receive proceeds of any
insurance, indemnity, warranty or guaranty with respect to the
Assigned Agreements, (iii) claims of such Grantor for damages
arising out of or for breach of or default under the Assigned
Agreements and (iv) the right of such Grantor to terminate the
Assigned Agreements, to perform thereunder and to compel
performance and otherwise exercise all remedies thereunder (all
such Collateral being the "Agreement Collateral");

SECTION 16.06  the following (collectively, the "Account
Collateral"):
          (i)  the Collateral Account, all financial assets from time to
               time credited to the Collateral Account (including, without
               limitation, all Cash Equivalents from time to time credited to
               the Collateral Account), and all dividends, interest, cash,
               instruments and other property from time to time received,
               receivable or otherwise distributed in respect of or in exchange
               for any or all of such financial assets;

(ii) the L/C Collateral Account, all financial assets from time
to time credited to the L/C Collateral Account (including,
without limitation, all Cash Equivalents from time to time
credited to the L/C Collateral Account), and all dividends,
interest, cash, instruments and other property from time to time
received, receivable or otherwise distributed in respect of or in
exchange for any or all of such financial assets;
(iii)     the Cash Concentration Account, all financial assets
from time to time credited to the Cash Concentration Account
(including, without limitation, all Cash Equivalents from time to
time credited to the Cash Concentration Account), and all
dividends, interest, cash, instruments and other property from
time to time received, receivable or otherwise distributed in
respect of or in exchange for any or all of such financial
assets, and all funds held therein and all certificates and
instruments, if any, from time to time representing or evidencing
the Cash Concentration Account;
(iv) all Pledged Accounts and all Additional Pledged Accounts (as
hereinafter defined) from time to time, all funds held therein
and all certificates and instruments, if any, from time to time
representing or evidencing the Pledged Accounts and the
Additional Pledged Accounts;
(v)  all other deposit accounts (including, without limitation,
the Operating Account and the Disbursement Account) of such
Grantor from time to time, all funds held therein and all
certificates and instruments, if any, from time to time
representing or evidencing such deposit accounts;
(vi) all notes, certificates of deposit, deposit accounts, checks
and other instruments from time to time delivered to or otherwise
possessed by the Collateral Agent for or on behalf of such
Grantor, including, without limitation, those delivered or
possessed in substitution for or in addition to any or all of the
then existing Account Collateral; and
(vii)     all interest, dividends, cash, instruments and other
property from time to time received, receivable or otherwise
distributed in respect of or in exchange for any or all of the
then existing Account Collateral; and
          SECTION 16.07  the following (collectively, the "Intellectual
Property Collateral"):

          (i)  all United States, international and foreign patents, patent
               applications and statutory invention registrations, including,
               without limitation, the patents and patent applications set forth
               in Schedule V hereto (as such Schedule V may be supplemented from
               time to time by supplements to this Agreement, each such
               supplement being in substantially the form of Exhibit G hereto
               (an "IP Security Agreement Supplement"), executed and delivered
               by such Grantor to the Collateral Agent from time to time),
               together with all reissues, divisions, continuations,
               continuations-in-part, extensions and reexaminations thereof, all
               inventions therein, all rights therein provided by international
               treaties or conventions and all improvements thereto, and all
               other rights of any kind whatsoever of such Grantor accruing
               thereunder or pertaining thereto (the "Patents");

(ii) all trademarks (including, without limitation, service
marks), certification marks, collective marks, trade dress,
logos, domain names, product configurations, trade names,
business names, corporate names and other source identifiers,
whether or not registered, whether currently in use or not,
including, without limitation, all common law rights and
registrations and applications for registration thereof,
including, without limitation, the trademark registrations and
trademark applications set forth in Schedule V hereto (as such
Schedule V may be supplemented from time to time by IP Security
Agreement Supplements executed and delivered by such Grantor to
the Collateral Agent from time to time), and all other marks
registered in the U.S. Patent and Trademark Office or in any
office or agency of any State or Territory of the United States
or any foreign country (but excluding any United States intent-to-
use trademark application prior to the filing and acceptance of a
Statement of Use or an Amendment to allege use in connection
therewith to the extent that a valid security interest may not be
taken in such an intent-to-use trademark application under
applicable law), and all rights therein provided by international
treaties or conventions, all reissues, extensions and renewals of
any of the foregoing, together in each case with the goodwill of
the business connected therewith and symbolized thereby, and all
rights corresponding thereto throughout the world and all other
rights of any kind whatsoever of such Grantor accruing thereunder
or pertaining thereto (the "Trademarks");
(iii)     all copyrights, copyright applications, copyright
registrations and like protections in each work of authorship,
whether statutory or common law, whether published or
unpublished, any renewals or extensions thereof, all copyrights
of works based on, incorporated in, derived from, or relating to
works covered by such copyrights, including, without limitation,
the copyright registrations and copyright applications set forth
in Schedule V hereto including, without limitation, the trademark
registrations and trademark applications set forth in Schedule V
hereto (as such Schedule V may be supplemented from time to time
by IP Security Agreement Supplements executed and delivered by
such Grantor to the Collateral Agent from time to time), together
with all rights corresponding thereto throughout the world and
all other rights of any kind whatsoever of such Grantor accruing
thereunder or pertaining thereto (the "Copyrights");
(iv) all confidential and proprietary information, including,
without limitation, know-how, trade secrets, manufacturing and
production processes and techniques, inventions, research and
development information, technical data, financial, marketing and
business data, pricing and cost information, business and
marketing plans and customer and supplier lists and information
(the "Trade Secrets");
(v)  all computer software programs and databases (including,
without limitation, source code, object code and all related
applications and data files), firmware, and documentation and
materials relating thereto, and all rights with respect to the
foregoing, together with any and all options, warranties, service
contracts, program services, test rights, maintenance rights,
improvement rights, renewal rights and indemnifications and any
substitutions, replacements, additions or model conversions of
any of the foregoing (the "Computer Software");
(vi) all license agreements, permits, authorizations and
franchises, whether with respect to the Patents, Trademarks,
Copyrights, Trade Secrets or Computer Software, or with respect
to the patents, trademarks, copyrights, trade secrets, computer
software or other proprietary right of any other Person,
including, without limitation, the license agreements set forth
in Schedule V hereto (as such Schedule V may be supplemented from
time to time by IP Security Agreement Supplements executed and
delivered by such Grantor to the Collateral Agent from time to
time), and all income, royalties and other payments now or
hereafter due and/or payable with respect thereto, subject, in
each case, to the terms of such license agreements, permits,
authorizations and franchises, (the "Licenses"); and
(vii)     any and all claims for damages for past, present and
future infringement, misappropriation or breach with respect to
the Patents, Trademarks, Copyrights, Trade Secrets, Computer
Software or Licenses, with the right, but not the obligation, to
sue for and collect, or otherwise recover, such damages; and
          SECTION 16.08  all proceeds of any and all of the Collateral
(including, without limitation, proceeds that constitute property
of the types described in clauses (a) through (g) of this
Section 1 and this clause (h)) and, to the extent not otherwise
included, all (i) payments under insurance (whether or not the
Collateral Agent is the loss payee thereof), or any indemnity,
warranty or guaranty, payable by reason of loss or damage to or
otherwise with respect to any of the foregoing Collateral and
(ii) cash.

             ARTICLE 17     SECURITY FOR OBLIGATIONS



          .  (a)  This Agreement secures, in the case of each
Grantor, the payment of all Obligations of such Grantor now or
hereafter existing under the Loan Documents, whether direct or
indirect, absolute or contingent, and whether for principal,
reimbursement obligations, interest, fees, premiums, penalties,
indemnifications, contract causes of action, costs, expenses or
otherwise (all such Obligations being the "Secured Obligations").
Without limiting the generality of the foregoing, this Agreement
secures, as to each Grantor, the payment of all amounts that
constitute part of the Secured Obligations and would be owed by
such Grantor to any Secured Party under the Loan Documents but
for the fact that they are unenforceable or not allowable due to
the existence of a bankruptcy, reorganization or similar
proceeding involving a Loan Party.

          SECTION 17.02  This Agreement shall, in the case of each Grantor
that is a debtor in a Case, be subject to the approval of the
Bankruptcy Court.

              ARTICLE 18     GRANTORS REMAIN LIABLE



          .  Anything herein to the contrary notwithstanding,
(a) each Grantor shall remain liable under the contracts and
agreements included in such Grantor's Collateral to the extent
set forth therein to perform all of its duties and obligations
thereunder to the same extent as if this Agreement had not been
executed, (b) the exercise by the Collateral Agent of any of the
rights hereunder shall not release any Grantor from any of its
duties or obligations under the contracts and agreements included
in the Collateral and (c) no Secured Party shall have any
obligation or liability under the contracts and agreements
included in the Collateral by reason of this Agreement or any
other Loan Document, nor shall any Secured Party be obligated to
perform any of the obligations or duties of any Grantor
thereunder or to take any action to collect or enforce any claim
for payment assigned hereunder.

  ARTICLE 19     PERFECTION AND PRIORITY OF SECURITY INTERESTS,

                       MORTGAGES AND LIENS



          .  At the request of the Collateral Agent, the Grantors
shall execute and deliver to the Lenders documentation
satisfactory to the Lenders evidencing the security interests,
charges, mortgages and liens granted hereby and providing for the
perfection of such security interests, mortgages and liens, and
the automatic stay provisions of section 362 of the Bankruptcy
Code (if and to the extent applicable) are modified pursuant to
the Interim Order to permit the execution, delivery and filing of
such documentation; provided that (except with respect to
Non-Filing Subsidiaries) no such documentation shall be required
as a condition to the validity, priority or perfection of any of
the security interests, charges, mortgages or liens created
pursuant to this Agreement which security interests, charges,
mortgages and liens shall, pursuant to sections 364(c) and 364(d)
of the Bankruptcy Code, be deemed valid and properly perfected at
all times from and after entry of the Interim Order.  The claims
arising under this Agreement and the Loan Documents shall
constitute, in accordance with section 364(c)(1) of the
Bankruptcy Code, (if and to the extent possible) allowed
administrative expense claims having priority over all
administrative expenses of the kind specified in sections 503(b)
or 507(b) of the Bankruptcy Code in accordance with the terms of
Section 5.01(i) of the Credit Agreement, the Interim Order and
the Final Order.  Upon the occurrence and during the continuance
of an Event of Default, such priority and security interests,
charges, mortgages and liens shall be subject to the Carve-Out
(except with respect to Non-Filing Subsidiaries).

   ARTICLE 20     DELIVERY AND CONTROL OF SECURITY COLLATERAL



          .  (a)  All certificates or instruments representing or
evidencing Security Collateral shall be delivered to and held by
or on behalf of the Collateral Agent pursuant hereto and shall be
in suitable form for transfer by delivery, or shall be
accompanied by duly executed instruments of transfer or
assignment in blank, all in form and substance satisfactory to
the Collateral Agent.  The Collateral Agent shall have the right,
at any time, after and during the continuance of an Event of
Default, in its discretion and without notice to any Grantor, to
transfer to or to register in the name of the Collateral Agent or
any of its nominees any or all of the Security Collateral,
subject only to the revocable rights specified in Section 16(a).
In addition, after and during the continuance of an Event of
Default, the Collateral Agent shall have the right at any time to
exchange certificates or instruments representing or evidencing
Security Collateral for certificates or instruments of smaller or
larger denominations.  Also, the Collateral Agent shall have the
right at any time to convert Security Collateral consisting of
financial assets credited to any securities account to Security
Collateral consisting of financial assets held directly by the
Collateral Agent, and to convert Security Collateral consisting
of financial assets held directly by the Collateral Agent to
Security Collateral consisting of financial assets credited to
any securities account.

          (b)  With respect to any Security Collateral in which any Grantor
     has any right, title or interest and that constitutes an
     uncertificated security, such Grantor will cause the issuer
     thereof either (i) to register the Collateral Agent as the
     registered owner of such security or (ii) to agree in writing
     with such Grantor and the Collateral Agent that such issuer will
     comply with instructions with respect to such security originated
     by the Collateral Agent without further consent of such Grantor,
     such agreement to be in form and substance satisfactory to the
     Collateral Agent.

(c)  With respect to any Security Collateral in which any Grantor
has any right, title or interest and that constitutes a security
entitlement, such Grantor will cause the securities intermediary
with respect to such security entitlement either (i) to identify
in its records the Collateral Agent as the entitlement holder of
such security entitlement against such securities intermediary or
(ii) to agree in writing with such Grantor and the Collateral
Agent that such securities intermediary will comply with
entitlement orders (that is, notifications communicated to such
securities intermediary directing transfer or redemption of the
financial asset to which such Grantor has a security entitlement)
originated by the Collateral Agent  without further consent of
such Grantor, such agreement to be in substantially the form of
Exhibit D hereto or otherwise in form and substance satisfactory
to the Collateral Agent (such agreement being a "Securities
Account Control Agreement").
(d)  With respect to any Security Collateral in which any Grantor
has any right, title or interest and that constitutes a commodity
contract, such Grantor shall cause the commodity intermediary
with respect to such commodity contract to agree in writing with
such Grantor and the Collateral Agent that such commodity
intermediary will apply any value distributed on account of such
commodity contract as directed by the Collateral Agent without
further consent of such Grantor, such agreement to be in
substantially the form of Exhibit E hereto or otherwise in form
and substance satisfactory to the Collateral Agent (such
agreement being a "Commodity Account Control Agreement", and all
such agreements, together with all Securities Account Control
Agreements being, collectively, "Control Agreements").
(e)  No Grantor will change or add any securities intermediary or
commodity intermediary that maintains any securities account or
commodity account in which any of the Collateral is credited or
carried, or change or add any such securities account or
commodity account, in each case without first complying with the
above provisions of this Section 5 in order to perfect the
security interest granted hereunder in such Collateral.
     ARTICLE 21     MAINTAINING THE PLEDGED ACCOUNTS AND THE

                   ADDITIONAL PLEDGED ACCOUNTS



          .  On and after the date that is (i) in respect of
lockboxes and deposit accounts listed under the heading "Pledged
Accounts" in Schedule VI hereto (collectively and together with
the Cash Concentration Account, the Operating Account and the
Disbursement Account, the "Pledged Accounts"), 10 days after the
Effective Date, and (ii) in respect of lockboxes and deposit
accounts listed under the heading "Additional Pledged Accounts"
in Schedule VI hereto (collectively, the "Additional Pledged
Accounts"), (A) 30 days after the Effective Date as to no fewer
than 75% of such Additional Pledged Accounts and (B) 60 days
after the Effective Date as to all remaining such Additional
Pledged Accounts, and, in each case, thereafter, so long as any
Advance, Pre-Petition Obligation or any other Obligation of any
Loan Party under any Loan Document shall remain unpaid, any
Letter of Credit shall be outstanding or any Lender Party shall
have any Commitment under the Credit Agreement:

          (a)  Each Grantor will (i) maintain the Pledged Accounts only
     with banks (the "Pledged Account Banks") that have entered into
     letter agreements in substantially the form of Exhibit B hereto
     or otherwise in form and substance satisfactory to the Collateral
     Agent with such Grantor and the Collateral Agent (the "Pledged
     Account Letters"), other than the Cash Concentration Account, the
     Operating Account and the Disbursement Account and (ii) maintain
     the Additional Pledged Accounts only with banks (the "Additional
     Pledged Account Banks") that have entered into letter agreements
     in substantially the form of Exhibit B hereto or otherwise in
     form and substance satisfactory to the Collateral Agent with such
     Grantor and the Collateral Agent (the "Additional Pledged Account
     Letters").

          SECTION 21.01  Each Grantor will (i) immediately instruct each
Person obligated at any time to make any payment to such Grantor
for any reason (an "Obligor") to make such payment to a Pledged
Account of such Grantor or to the Cash Concentration Account and
(ii) deposit in a Pledged Account or pay to the Collateral Agent
for deposit in the Cash Concentration Account, at the end of each
Business Day, all proceeds of Collateral and all other cash of
such Grantor except for such cash that is necessary to pay
operating expenses incurred in the normal course of business by
such Grantor for which payment has been issued, including,
without limitation, payroll and benefits costs, telephone,
travel, rent and other occupancy costs, professional expenses
including consulting, audit, account and legal expenses,
corporate insurance expenses and data processing costs.

SECTION 21.02  Concurrently with or promptly after entering into
a Pledged Account Letter or an Additional Pledged Account Letter
with any Pledged Account Bank or Additional Pledged Account Bank,
as applicable, each Grantor will instruct such Pledged Account
Bank or Additional Pledged Account Bank, as applicable, to
transfer to the Cash Concentration Account, at the end of each
Business Day, in same day funds, an amount equal to the credit
balance of the Pledged Account in such Pledged Account Bank or of
the Additional Pledged Account is such Additional Pledged Account
Bank, as applicable.  If any Grantor shall fail to give any such
instructions to any Pledged Account Bank or Additional Pledged
Account Bank, the Collateral Agent may do so without further
notice to any Grantor.
SECTION 21.03  Each Grantor agrees that it will not add any bank
as a Pledged Account Bank or Additional Pledged Account Bank or
add any account as a Pledged Account or Additional Pledged
Account to those listed in Schedule VI hereto, unless the
Collateral Agent shall have received at least 10 days' prior
written notice of such addition and shall have received a Pledged
Account Letter or Additional Pledged Account Letter, as
applicable, executed by such new Pledged Account Bank or
Additional Pledged Account Bank, as applicable, and such Grantor
or a supplement to an existing Pledged Account Letter or
Additional Pledged Account Letter, as applicable, covering such
new Pledged Account or Additional Pledged Account, as the case
may be (and, upon the receipt by the Collateral Agent of such
Pledged Account Letter, Additional Pledged Account Letter or
supplement, Schedule VI hereto shall be automatically amended to
include such Pledged Account Bank or Pledged Account or
Additional Pledged Account Bank or Additional Pledged Account, as
applicable).  Each Grantor agrees that it will not terminate any
bank as a Pledged Account Bank or Additional Pledged Account Bank
or terminate any account as a Pledged Account or Additional
Pledged Account, unless the Collateral Agent shall have received
at least 10 days' prior written notice of such termination (and,
upon such termination, Schedule VI hereto shall be automatically
amended to delete such Pledged Account Bank or Additional Pledged
Account Bank or Pledged Account or Additional Pledged Account, as
applicable).
SECTION 21.04  Upon any termination of any Pledged Account Letter
or Additional Pledged Account Letter or other agreement with
respect to the maintenance of a Pledged Account or Additional
Pledged Account, as applicable, by any Grantor or any Pledged
Account Bank or Additional Pledged Account Bank, such Grantor
will immediately notify all Obligors that were making payments to
such Pledged Account or Additional Pledged Account, to make all
future payments to another Pledged Account or to the Cash
Concentration Account.  Each Grantor agrees to terminate any or
all Pledged Accounts, Additional Pledged Accounts, Pledged
Account Letters and Additional Pledged Account Letters upon
request by the Collateral Agent.
SECTION 21.05  The Borrower will draw checks on, and otherwise
withdraw amounts from, the Operating Account and the Disbursement
Account in such amounts as may be required in the ordinary course
of business (including, without limitation, to pay or prepay Debt
outstanding under the Loan Documents).  Subject to Section 9(a),
so long as no Event of Default shall have occurred and be
continuing, the Collateral Agent will direct the applicable
Collateral Bank (as hereinafter defined) to transfer amounts on
deposit in the Cash Concentration Account to the Operating
Account, including for further credit to the Disbursement
Account, to the extent necessary to pay all checks drawn on, and
all amounts otherwise withdrawn from, the Operating Account and
the Disbursement Account.
SECTION 21.06  Each Grantor agrees that it will not add any
account as an unblocked account to those listed in Schedule VII
hereto and will not terminate any account as an unblocked
account, unless the Collateral Agent shall have received at least
10 days' prior written notice of such addition or termination
(and, upon such addition or termination, Schedule VII hereto
shall be automatically amended to add or delete such account, as
applicable).
      ARTICLE 22     MAINTAINING THE OPERATING ACCOUNT, THE

    DISBURSEMENT ACCOUNT, THE CASH CONCENTRATION ACCOUNT, THE

        COLLATERAL ACCOUNT AND THE L/C COLLATERAL ACCOUNT



          .  So long as any Advance or any other Obligation of
any Loan Party under any Loan Document shall remain unpaid, any
Letter of Credit shall be outstanding or any Lender shall have
any Commitment under the Credit Agreement:

          (b)  The Borrower will maintain the Operating Account, the
     Disbursement Account, the Cash Concentration Account, the
     Collateral Account and the L/C Collateral Account with the
     Collateral Agent or another commercial bank acceptable to the
     Collateral Agent and that, in the case of the Cash Concentration
     Account, has entered into a letter agreement in substantially the
     form of Exhibit H hereto or otherwise in form and substance
     satisfactory to the Collateral Agent with the Borrower and the
     Collateral Agent and, in the case of the Cash Concentration
     Account, the Collateral Account and the L/C Collateral Account,
     has entered into a Securities Account Control Agreement (the
     Collateral Agent or any bank with which the Operating Account,
     the Cash Concentration Account, the Collateral Account or the L/C
     Collateral Account are maintained being a "Collateral Bank").

          SECTION 22.01  It shall be a term and condition of each of the
Cash Concentration Account, the Collateral Account and the L/C
Collateral Account, notwithstanding any term or condition to the
contrary in any other agreement relating to the Cash
Concentration Account, the Collateral Account or the L/C
Collateral Account, as the case may be, and except as otherwise
provided by the provisions of Sections 6, 9 and 23, that no
amount (including interest on Cash Equivalents credited thereto)
will be paid or released to or for the account of, or withdrawn
by or for the account of, the Borrower or any other Person from
the Cash Concentration Account, the Collateral Account or the L/C
Collateral Account, as the case may be.

  ARTICLE 23     INVESTING OF AMOUNTS IN THE CASH CONCENTRATION

 ACCOUNT, THE COLLATERAL ACCOUNT AND THE L/C COLLATERAL ACCOUNT



          .  The Collateral Agent will, subject to the provisions
of Sections 6, 9 and 23, from time to time direct the applicable
Collateral Bank to (a) invest amounts received with respect to
the Cash Concentration Account, the Collateral Account and the
L/C Collateral Account in such Cash Equivalents credited to the
Cash Concentration Account, the Collateral Account and the L/C
Collateral Account, respectively, as the Borrower may select and
the Collateral Agent may approve and (b) invest interest paid on
the Cash Equivalents referred to in clause (a) above, and
reinvest other proceeds of any such Cash Equivalents that may
mature or be sold, in each case in such Cash Equivalents credited
to the Cash Concentration Account, the Collateral Account and the
L/C Collateral Account, respectively, as the Borrower may select
and the Collateral Agent may approve.  Interest and proceeds that
are not invested or reinvested in Cash Equivalents as provided
above shall be deposited and held in a deposit account with the
applicable Collateral Bank in the name of the Collateral Agent
and under the sole control and dominion of the Collateral Agent,
such deposit account to be deemed to constitute part of the Cash
Concentration Account, the Collateral Account or the L/C
Collateral Account, as the case may be.  In addition, the
Collateral Agent shall have the right at any time to direct the
applicable Collateral Bank to exchange such Cash Equivalents for
similar Cash Equivalents of smaller or larger denominations, or
for other Cash Equivalents, credited to the Cash Concentration
Account, the Collateral Account or the L/C Collateral Account, as
the case may be.

                ARTICLE 24     RELEASE OF AMOUNTS



          .  (a) On each Business Day the available and collected
funds on deposit in the Cash Concentration Account shall be
applied by the Collateral Agent as follows:

          (i)  first, if an Event of Default has occurred and is
               continuing, to make the deposit to the L/C Collateral Account
               required by Section 6.02 of the Credit Agreement;

(ii) second, to repay the principal amount of all Swing Line
Advances, if any are then outstanding;
(iii)     third, to repay the principal amount of all Working
Capital Advances that are Base Rate Advances (other than Swing
Line Advances), if any are then outstanding, and, if such
Business Day is the last day of an Interest Period for any
Working Capital Advances that are Eurodollar Rate Advances, to
repay all such Advances;
(iv) fourth, to set aside an amount equal to all Working Capital
Advances that are Eurodollar Rate Advances having an Interest
Period ending within the next two succeeding Business Days of
such Business Day; and
(v)  fifth, if the Termination Date falls on such Business Day,
to repay the Term Advance,
and thereafter, so long as no Default shall have occurred and be
continuing, in accordance with Section 6(f).

          (b)  So long as no Default shall have occurred and be
continuing, the Collateral Agent will direct the applicable
Collateral Bank to pay and release to the Borrower or at its
order or, at the request of the Borrower, to the Administrative
Agent to be applied to the Obligations of the Borrower under the
Loan Documents, such amount, if any, as is then on deposit in the
Collateral Account or the L/C Collateral Account, as the case may
be, to the extent permitted to be released under the terms of the
Credit Agreement.

          ARTICLE 25     REPRESENTATIONS AND WARRANTIES



          .  Each Grantor represents and warrants as follows:

          (c)  All of the Equipment and Inventory of such Grantor are
     located at the places specified therefor in Schedule III hereto,
     as such Schedule III may be amended from time to time pursuant to
     Section 12(a).  The chief executive office of such Grantor, and
     the original copies of each Assigned Agreement and Related
     Contract to which such Grantor is a party and all originals of
     all chattel paper that evidence Receivables of such Grantor, are
     located at the address specified therefor in Schedule IV hereto,
     as such Schedule IV may be amended from time to time pursuant to
     Section 14(a).  Such Grantor's federal tax identification number
     is set forth opposite such Grantor's name in Schedule IV hereto.
     All Security Collateral consisting of certificated securities and
     instruments have been delivered to the Collateral Agent.  None of
     the Receivables or Agreement Collateral is evidenced by a
     promissory note or other instrument that has not been delivered
     to the Collateral Agent.

          SECTION 25.01  Such Grantor is the legal and beneficial owner of
the Collateral of such Grantor free and clear of any Lien, claim,
option or right of others, except for the security interest
created under this Agreement or permitted under the Credit
Agreement.  No effective financing statement or other instrument
similar in effect covering all or any part of such Collateral or
listing such Grantor or any trade name of such Grantor as debtor
is on file in any recording office, except such as may have been
filed in favor of the Collateral Agent relating to the Loan
Documents or as otherwise permitted under the Credit Agreement.
Such Grantor has the trade names listed on Schedule V hereto.

SECTION 25.02  Such Grantor has exclusive possession and control
of the Equipment and Inventory other than Inventory stored at any
leased premises or warehouse.
SECTION 25.03  The Pledged Shares pledged by such Grantor
hereunder have been duly authorized and validly issued and are
fully paid and non-assessable.  The Pledged Debt pledged by such
Grantor hereunder has been duly authorized, authenticated or
issued and delivered, is the legal, valid and binding obligation
of the issuers thereof, may be evidenced by one or more
promissory notes (which notes have been delivered to the
Collateral Agent) and is not in default.
SECTION 25.04  The Initial Pledged Shares constitute the
percentage of the issued and outstanding shares of stock of the
issuers thereof indicated on Schedule I hereto as of the
Effective Date.  The Initial Pledged Debt constitutes all of the
outstanding indebtedness owed to such Grantor by the issuers
thereof and is outstanding, as of the Effective Date, in the
principal amount indicated on Schedule I hereto as of the
Effective Date.
SECTION 25.05  All of the investment property owned by such
Grantor as of the Effective Date is listed on Schedule I hereto.
SECTION 25.06  The Assigned Agreements to which such Grantor is a
party, true and complete copies of which have been furnished to
each Secured Party, have been duly authorized, executed and
delivered by all parties thereto, have not been amended, amended
and restated, supplemented or otherwise modified, are in full
force and effect and are binding upon and enforceable against all
parties thereto in accordance with their terms.  There exists no
default under any Assigned Agreement to which such Grantor is a
party by any party thereto.  Each party to the Assigned
Agreements listed on Schedule II hereto to which such Grantor is
a party other than the Grantors has executed and delivered to
such Grantor a consent, in substantially the form of Exhibit C
hereto or otherwise in form and substance satisfactory to the
Collateral Agent, to the assignment of the Agreement Collateral
to the Collateral Agent pursuant to this Agreement.
SECTION 25.07  Such Grantor has no Pledged Accounts, Additional
Pledged Accounts or other deposit accounts other than the Pledged
Accounts, Additional Pledged Accounts and the Cash Concentration
Account listed on Schedule VI hereto, as such Schedule VI may be
amended from time to time pursuant to Section 6(d) and the
permitted unblocked accounts, including the Operating Account and
the Disbursement Account, listed on Schedule VII hereto, as such
Schedule VII may be amended from time to time pursuant to Section
6(g).
SECTION 25.08  All filings and other actions necessary or
desirable to perfect and protect the security interest in the
Collateral of such Grantor created under this Agreement have been
duly made or taken and are in full force and effect or shall be
made or taken promptly upon the execution of this Agreement, and
this Agreement and the Interim Order or the Final Order, as
applicable, create in favor of the Collateral Agent for the
benefit of the Secured Parties a valid and, together with such
filings and other actions, perfected first priority security
interest in the Collateral of such Grantor, securing the payment
of the Secured Obligations.
SECTION 25.09  Except for the Interim Order or the Final Order,
as applicable, which is in full force and effect, no
authorization or approval or other action by, and no notice to or
filing with, any governmental authority or regulatory body or any
other third party is required for (i) the grant by such Grantor
of the assignment, pledge and security interest granted hereunder
or for the execution, delivery or performance of this Agreement
by such Grantor, (ii) the perfection or maintenance of the
assignment, pledge and security interest created hereunder
(including the first priority nature of such assignment, pledge
or security interest), except for the filing of financing and
continuation statements under the Uniform Commercial Code, which
financing statements have been duly executed and shall be filed
promptly upon the execution of this Agreement, the recordation of
the Intellectual Property Security Agreements referred to in
Section 15(f) with the U.S. Patent and Trademark Office and the
U.S. Copyright Office, which Agreements have been duly executed
and shall be recorded promptly upon the execution of this
Agreement and the actions described in Section 5 with respect to
Security Collateral, which actions have been taken and are in
full force and effect, or (iii) for the exercise by the
Collateral Agent of its voting or other rights provided for in
this Agreement or the remedies in respect of the Collateral
pursuant to this Agreement, except as may be required in
connection with the disposition of any portion of the Security
Collateral by laws affecting the offering and sale of securities
generally.
SECTION 25.10  The Inventory that has been produced or
distributed by such Grantor has been produced in compliance with
all requirements of applicable law, including, without
limitation, the Fair Labor Standards Act.
SECTION 25.11  As to itself and its Intellectual Property
Collateral:
          (i)  The rights of such Grantor in or to the Intellectual
               Property Collateral do not conflict with, misappropriate or
               infringe upon the intellectual property rights of any third
               party, and no claim has been asserted that the use of such
               Intellectual Property Collateral does or may infringe upon the
               intellectual property rights of any third party.

(ii) Such Grantor is the exclusive owner of the entire and,
except as otherwise permitted under the Credit Agreement,
unencumbered right, title and interest in and to the Intellectual
Property Collateral and is entitled to use all such Intellectual
Property Collateral without limitation, subject only to the
license terms of the Licenses.
(iii)     The Intellectual Property Collateral set forth on
Schedule V hereto includes all of the patents, patent
applications, trademark registrations and applications, copyright
registrations and applications and Licenses owned by such
Grantor.
(iv) The Intellectual Property Collateral is subsisting and has
not been adjudged invalid or unenforceable in whole or part, and
to the best of such Grantor's knowledge, is valid and
enforceable.  Such Grantor is not aware of any uses of any item
of Intellectual Property Collateral that could be expected to
lead to such item becoming invalid or unenforceable.
(v)  Such Grantor has made or performed all filings, recordings
and other acts and has paid all required fees and taxes to
maintain and protect its interest in each and every item of
Intellectual Property Collateral in full force and effect, and to
protect and maintain its interest therein including, without
limitation, recordations of any of its interests in the Patents
and Trademarks with the U.S. Patent and Trademark Office and in
corresponding national and international patent offices, and
recordation of any of its interests in the Copyrights with the
U.S. Copyright Office and in corresponding national and
international copyright offices.  Such Grantor has used proper
statutory notice in connection with its use of each patent,
trademark and copyright of the Intellectual Property Collateral.
(vi) No action, suit, investigation, litigation or proceeding has
been asserted or is pending or threatened against such Grantor
(i) based upon or challenging or seeking to deny or restrict the
use of any of the Intellectual Property Collateral, or
(ii) alleging that any services provided by, processes used by,
or products manufactured or sold by, such Grantor infringe upon
or misappropriate any patent, trademark, copyright or any other
proprietary right of any third party.  To the best of such
Grantor's knowledge, no Person is engaging in any activity that
infringes upon or misappropriates the Intellectual Property
Collateral or upon the rights of such Grantor therein.  Except as
set forth on Schedule V hereto, such Grantor has not granted any
license, release, covenant not to sue, non-assertion assurance,
or other right to any Person with respect to any part of the
Intellectual Property Collateral.  The consummation of the
transactions contemplated by the Transaction Documents will not
result in the termination or impairment of any of the
Intellectual Property Collateral.
(vii)     With respect to each License: (A) such License is valid
and binding and in full force and effect and represents the
entire agreement between the respective licensor and licensee
with respect to the subject matter of such License; (B) such
License will not cease to be valid and binding and in full force
and effect on terms identical to those currently in effect as a
result of the rights and interest granted herein, nor will the
grant of such rights and interest constitute a breach or default
under such License or otherwise give the licensor or licensee a
right to terminate such License; (C) such Grantor has not
received any notice of termination or cancellation under such
License; (D) such Grantor has not received any notice of a breach
or default under such License, which breach or default has not
been cured; (E) such Grantor has not granted to any other third
party any rights, adverse or otherwise, under such License; and
(F) neither such Grantor nor any other party to such License is
in breach or default in any material respect, and no event has
occurred that, with notice or lapse of time or both, would
constitute such a breach or default or permit termination,
modification or acceleration under such License.
(viii)    To the best of such Grantor's acknowledge, (A) none of
the Trade Secrets of such Grantor has been used, divulged,
disclosed or appropriated to the detriment of such Grantor for
the benefit of any other Person other than such Grantor; (B) no
employee, independent contractor or agent of such Grantor has
misappropriated any trade secrets of any other Person in the
course of the performance of his or her duties as an employee,
independent contractor or agent of such Grantor; and (C) no
employee, independent contractor or agent of such Grantor is in
default or breach of any term of any employment agreement, non-
disclosure agreement, assignment of inventions agreement or
similar agreement or contract relating in any way to the
protection, ownership, development, use or transfer of such
Grantor's Intellectual Property Collateral.
                ARTICLE 26     FURTHER ASSURANCES



          .  (a)  Each Grantor agrees that from time to time, at
the request of the Collateral Agent and at the expense of such
Grantor, such Grantor will promptly execute and deliver all
further instruments and documents, and take all further action,
that may be reasonably necessary or desirable, or that the
Collateral Agent may reasonably request, in order to perfect and
protect any pledge, assignment or security interest granted or
purported to be granted by such Grantor hereunder or to enable
the Collateral Agent to exercise and enforce its rights and
remedies hereunder with respect to any Collateral of such
Grantor.  Without limiting the generality of the foregoing, each
Grantor will promptly with respect to Collateral of such Grantor:
(i)  if any such Collateral shall be evidenced by a promissory
note or other instrument or chattel paper, deliver and pledge to
the Collateral Agent hereunder such note or instrument or chattel
paper duly indorsed and accompanied by duly executed instruments
of transfer or assignment, all in form and substance satisfactory
to the Collateral Agent; (ii) execute and file such financing or
continuation statements, or amendments thereto, and such other
instruments or notices, as may be necessary or desirable, or as
the Collateral Agent may request, in order to perfect and
preserve the security interest granted or purported to be granted
by such Grantor hereunder; (iii) deliver and pledge to the
Collateral Agent for benefit of the Secured Parties certificates
representing Security Collateral that constitutes certificated
securities, accompanied by undated stock or bond powers executed
in blank; and (iv) deliver to the Collateral Agent evidence that
all other action that the Collateral Agent may deem reasonably
necessary or desirable in order to perfect and protect the
security interest created by such Grantor under this Agreement
has been taken.

          (b)  Each Grantor hereby authorizes the Collateral Agent to file
     one or more financing or continuation statements, and amendments
     thereto, relating to all or any part of the Collateral of such
     Grantor without the signature of such Grantor where permitted by
     law.  A photocopy or other reproduction of this Agreement or any
     financing statement covering the Collateral or any part thereof
     shall be sufficient as a financing statement where permitted by
     law.

(c)  Each Grantor will furnish to the Collateral Agent from time
to time statements and schedules further identifying and
describing the Collateral of such Grantor and such other reports
in connection with such Collateral as the Collateral Agent may
reasonably request, all in reasonable detail.
          ARTICLE 27     AS TO EQUIPMENT AND INVENTORY



          .  (a)  Each Grantor will keep the Equipment and
Inventory of such Grantor (other than Inventory sold in the
ordinary course of business) at the places therefor specified in
Section 10(a) or, upon 30 days' prior written notice to the
Collateral Agent, at such other places in a jurisdiction where
all action required by Section 11 shall have been taken with
respect to such Equipment and Inventory (and, upon the taking of
such action in such jurisdiction, Schedule III hereto shall be
automatically amended to include such other places).

          (b)  Each Grantor will cause the Equipment of such Grantor to be
     maintained and preserved in the same condition, repair and
     working order as when new, ordinary wear and tear excepted, and
     in accordance with any manufacturer's manual, and will forthwith,
     or in the case of any loss or damage to any of such Equipment as
     soon as practicable after the occurrence thereof, make or cause
     to be made all repairs, replacements and other improvements in
     connection therewith that are necessary or desirable to such end.
     Each Grantor will promptly furnish to the Collateral Agent a
     statement respecting any material loss or damage to any of the
     Equipment or Inventory of such Grantor.

(c)  Each Grantor will pay promptly when due all property and
other taxes, assessments and governmental charges or levies
imposed upon, and all claims (including, without limitation,
claims for labor, materials and supplies) against, the Equipment
and Inventory of such Grantor, except to the extent payment
thereof is not required by Section 5.01(b) of the Credit
Agreement.  In producing its Inventory, each Grantor will comply
with all requirements of applicable law, including, without
limitation, the Fair Labor Standards Act.
                    ARTICLE 28     INSURANCE



          .  (a)  Each Grantor will, at its own expense, maintain
insurance with respect to the Equipment and Inventory of such
Grantor in such amounts, against such risks, in such form and
with such insurers, as shall be satisfactory to the Collateral
Agent from time to time.  Each policy of each Grantor for
liability insurance shall provide for all losses to be paid on
behalf of the Collateral Agent and such Grantor as their
interests may appear, and each policy for property damage
insurance shall provide for all losses to be paid directly to the
Collateral Agent or deposited directly into the Cash
Concentration Account.  Each such policy shall in addition
(i) name such Grantor and the Collateral Agent as insured parties
thereunder (without any representation or warranty by or
obligation upon the Collateral Agent) as their interests may
appear, (ii) contain the agreement by the insurer that any loss
thereunder shall be payable to the Collateral Agent
notwithstanding any action, inaction or breach of representation
or warranty by such Grantor, (iii) provide that there shall be no
recourse against the Collateral Agent for payment of premiums or
other amounts with respect thereto and (iv) provide that at least
10 days' prior written notice of cancellation or of lapse shall
be given to the Collateral Agent by the insurer.  Each Grantor
will, if so requested by the Collateral Agent, deliver to the
Collateral Agent original or duplicate policies of such insurance
and, as often as the Collateral Agent may reasonably request, a
report of a reputable insurance broker with respect to such
insurance.  Further, each Grantor will, at the request of the
Collateral Agent, duly execute and deliver instruments of
assignment of such insurance policies to comply with the
requirements of Section 11 and cause the insurers to acknowledge
notice of such assignment.

          (b)  Reimbursement under any liability insurance maintained by
     any Grantor pursuant to this Section 13 may be paid directly to
     the Person who shall have incurred liability covered by such
     insurance.  In case of any loss involving damage to Equipment or
     Inventory when subsection (c) of this Section 13 is not
     applicable, the applicable Grantor will make or cause to be made
     the necessary repairs to or replacements of such Equipment or
     Inventory, and any proceeds of insurance properly received by or
     released to such Grantor shall be used by such Grantor, except as
     otherwise required hereunder or by the Credit Agreement, to pay
     or as reimbursement for the costs of such repairs or
     replacements.

(c)  So long as no Default shall have occurred and be continuing,
all insurance payments received by the Collateral Agent in
connection with any loss, damage or destruction of any Inventory
or Equipment will be released by the Collateral Agent to the
applicable Grantor for the repair, replacement or restoration
thereof, subject to such terms and conditions with respect to the
release thereof as the Collateral Agent may reasonably require.
To the extent that (i) the amount of any such insurance payments
exceeds the cost of any such repair, replacement or restoration,
or (ii) such insurance payments are not otherwise required by the
applicable Grantor to complete any such repair, replacement or
restoration required hereunder, the Collateral Agent will not be
required to release the amount thereof to such Grantor and may
hold or continue to hold such amount in the Collateral Account as
additional security for the Secured Obligations of such Grantor
(except that the Collateral Agent will direct the applicable
Collateral Bank to release to such Grantor any such amount if and
to the extent that any prepayment of Obligations is required
under the Credit Agreement in connection with the receipt of such
amount and such prepayment has been made).  Upon the occurrence
and during the continuance of any Default or the actual or
constructive total loss of any Equipment or Inventory, all
insurance payments in respect of such Equipment or Inventory
shall be deposited directly into the Cash Concentration Account
or paid to the Collateral Agent and, if paid directly to the
Collateral Agent, shall, in the Collateral Agent's sole
discretion, (i) be released to the applicable Grantor to be
applied as set forth in the first sentence of this subsection (c)
or (ii) be held as additional Collateral hereunder or applied as
specified in Section 23(b).
   ARTICLE 29     PLACE OF PERFECTION; RECORDS; COLLECTION OF

                           RECEIVABLES



          .  (a)  Each Grantor will keep its chief executive
office, and originals of the Assigned Agreements, and Related
Contracts to which such Grantor is a party and all originals of
all chattel paper that evidence Receivables of such Grantor, at
the location therefor specified in Section 10(a) or, upon 30
days' prior written notice to the Collateral Agent, at such other
location in a jurisdiction where all actions required by Section
11 shall have been taken with respect to the Collateral of such
Grantor (and, upon the taking of such action in such
jurisdiction, Schedule IV hereto shall be automatically amended
to include such other location).  Each Grantor will hold and
preserve its records relating to the Collateral, the Assigned
Agreements, the Related Contracts and chattel paper and will
permit representatives of the Collateral Agent at any time during
normal business hours to inspect and make abstracts from such
records and other documents.

          (b)  Except as otherwise provided in this subsection (b), each
     Grantor will continue to collect, at its own expense, all amounts
     due or to become due such Grantor under the Receivables and the
     Related Contracts.  In connection with such collections, such
     Grantor may take (and, at the Collateral Agent's direction, will
     take) such action as such Grantor or the Collateral Agent may
     deem necessary or advisable to enforce collection of the
     Receivables and the Related Contracts; provided, however, that
     the Collateral Agent shall have the right at any time, upon
     written notice to such Grantor of its intention to do so, to
     notify the Obligors under any Receivables or Related Contracts of
     the assignment of such Receivables or Related Contracts to the
     Collateral Agent and to direct such Obligors to make payment of
     all amounts due or to become due to such Grantor thereunder
     directly to the Collateral Agent and, upon such notification and
     at the expense of such Grantor, to enforce collection of any such
     Receivables or Related Contracts, and to adjust, settle or
     compromise the amount or payment thereof, in the same manner and
     to the same extent as such Grantor might have done.  After
     receipt by any Grantor of the notice from the Collateral Agent
     referred to in the proviso to the preceding sentence, (i) all
     amounts and proceeds (including instruments) received by such
     Grantor in respect of the Receivables and the Related Contracts
     of such Grantor shall be received in trust for the benefit of the
     Collateral Agent hereunder, shall be segregated from other funds
     of such Grantor and shall be forthwith paid over to the
     Collateral Agent in the same form as so received (with any
     necessary endorsement) to be deposited in the Collateral Account
     and either (A) released to such Grantor on the terms set forth in
     Section 9 so long as no Default shall have occurred and be
     continuing or (B) if any Default shall have occurred and be
     continuing, applied as provided in Section 23(b) and (ii) such
     Grantor will not adjust, settle or compromise the amount or
     payment of any Receivable, release wholly or partly any Obligor
     thereof, or allow any credit or discount thereon.  No Grantor
     will permit or consent to the subordination of its right to
     payment under any of the Receivables or the Related Contracts to
     any other indebtedness or obligations of the Obligor thereof.

     ARTICLE 30     AS TO INTELLECTUAL PROPERTY COLLATERAL.



          (A)  With respect to each item of its Intellectual Property
     Collateral, each Grantor agrees to take, at its expense, all
     necessary steps, including, without limitation, in the U.S.
     Patent and Trademark Office, the U.S. Copyright Office and any
     other governmental authority, to (i) maintain the validity and
     enforceability of each such item of Intellectual Property
     Collateral and maintain each such item of Intellectual Property
     Collateral in full force and effect, and (ii) pursue the
     registration and maintenance of each patent, trademark, or
     copyright registration or application, now or hereafter included
     in the Intellectual Property Collateral of such Grantor,
     including, without limitation, the payment of required fees and
     taxes, the filing of responses to office actions issued by the
     U.S. Patent and Trademark Office, the U.S. Copyright Office or
     other governmental authorities, the filing of applications for
     renewal or extension, the filing of affidavits under Sections 8
     and 15 of the U.S. Trademark Act, the filing of divisional,
     continuation, continuation-in-part, reissue and renewal
     applications or extensions, the payment of maintenance fees and
     the participation in interference, reexamination, opposition,
     cancellation, infringement and misappropriation proceedings.  No
     Grantor shall, without the written consent of the Collateral
     Agent, discontinue use of or otherwise abandon any Intellectual
     Property Collateral, or abandon any right to file an application
     for letters patent, trademark, or copyright, unless such Grantor
     shall have previously determined that such use or the pursuit or
     maintenance of such Intellectual Property Collateral is no longer
     desirable in the conduct of such Grantor's business and that the
     loss thereof would not be reasonably likely to have a Material
     Adverse Effect, in which case, such Grantor will give prompt
     notice of any such abandonment to the Collateral Agent.

(b)  Each Grantor agrees promptly to notify the Collateral Agent
if such Grantor learns (i) that any item of the Intellectual
Property Collateral may have become abandoned, placed in the
public domain, invalid or unenforceable, or of any adverse
determination or development regarding such Grantor's ownership
of any of the Intellectual Property Collateral or its right to
register the same or to keep and maintain and enforce the same,
or (ii) of any adverse determination or the institution of any
proceeding (including, without limitation, the institution of any
proceeding in the U.S. Patent and Trademark Office or any court)
regarding any item of the Intellectual Property Collateral.
(c)  In the event that any Grantor becomes aware that any item of
the Intellectual Property Collateral is being infringed or
misappropriated by a third party, such Grantor shall promptly
notify the Collateral Agent and shall take such actions, at its
expense, as such Grantor or the Collateral Agent deems reasonable
and appropriate under the circumstances to protect such
Intellectual Property Collateral, including, without limitation,
suing for infringement or misappropriation and for an injunction
against such infringement or misappropriation.
(d)  Each Grantor shall use proper statutory notice in connection
with its use of each item of its Intellectual Property
Collateral.  No Grantor shall do or permit any act or knowingly
omit to do any act whereby any of its Intellectual Property
Collateral may lapse or become invalid or unenforceable or placed
in the public domain.
(e)  Each Grantor shall take all steps which it or the Collateral
Agent deems reasonable and appropriate under the circumstances to
preserve and protect each item of its Intellectual Property
Collateral, including, without limitation, maintaining the
quality of any and all products or services used or provided in
connection with any of the Trademarks, consistent with the
quality of the products and services as of the date hereof, and
taking all steps necessary to ensure that all licensed users of
any of the Trademarks use such consistent standards of quality.
(f)  With respect to its Intellectual Property Collateral, each
Grantor agrees to execute an agreement, in substantially the form
set forth in Exhibit F hereto (an "Intellectual Property Security
Agreement"), for recording the security interest granted
hereunder to the Collateral Agent in such Intellectual Property
Collateral with the U.S. Patent and Trademark Office, the U.S.
Copyright Office and any other governmental authorities necessary
to perfect the security interest hereunder in such Intellectual
Property Collateral.
(g)  Each Grantor agrees that, should it obtain an ownership
interest in any item of the type set forth in Section 1(g) which
is not on the date hereof a part of the Intellectual Property
Collateral (the "After-Acquired Intellectual Property"), (i) the
provisions of Section 1 shall automatically apply thereto, (ii)
any such After-Acquired Intellectual Property and, in the case of
trademarks, the goodwill of the business connected therewith or
symbolized thereby, shall automatically become part of the
Intellectual Property Collateral subject to the terms and
conditions of this Agreement with respect thereto, (iii) such
Grantor shall give prompt written notice thereof to the
Collateral Agent in accordance herewith and (iv) such Grantor
shall execute and deliver to the Collateral Agent an IP Security
Agreement Supplement covering such After-Acquired Intellectual
Property as "Additional Collateral" thereunder and as defined
therein, and shall record such IP Security Agreement Supplement
with the U.S. Patent and Trademark Office, the U.S. Copyright
Office and any other governmental authorities necessary to
perfect the security interest hereunder in such After-Acquired
Intellectual Property.
          ARTICLE 31     VOTING RIGHTS; DIVIDENDS; ETC



          .  SECTION 31.01  So long as no Default shall have
occurred and be continuing:

               First:    Each Grantor shall be entitled to exercise any and all
          voting and other consensual rights pertaining to the Security
          Collateral of such Grantor or any part thereof for any purpose
          other than originate Entitlement Orders (as defined in any
          Control Agreement) with respect to any securities account or
          commodity account; provided however, that such Grantor will not
          exercise or refrain from exercising any such right if such action
          would have a material adverse effect on the value of the Security
          Collateral or any part thereof.

Second:   Each Grantor shall be entitled to receive and retain
any and all dividends, interest and other distributions paid in
respect of the Security Collateral of such Grantor if and to the
extent that the payment thereof is not otherwise prohibited by
the terms of the Loan Documents; provided, however, that any and
all
               (A)  dividends, interest and other distributions
          paid or payable other than in cash in respect of, and
          instruments and other property received, receivable or
          otherwise distributed in respect of, or in exchange
          for, any Security Collateral,

               (B)  dividends and other distributions paid or
          payable in cash in respect of any Security Collateral
          in connection with a partial or total liquidation or
          dissolution or in connection with a reduction of
          capital, capital surplus or paid-in-surplus and

               (C)  cash paid, payable or otherwise distributed
          in respect of principal of, or in redemption of, or in
          exchange for, any Security Collateral

     shall be, and shall be forthwith delivered to the Collateral
     Agent to hold as, Security Collateral and shall, if received
     by such Grantor, be received in trust for the benefit of the
     Collateral Agent, be segregated from the other property or
     funds of such Grantor and be forthwith delivered to the
     Collateral Agent as Security Collateral in the same form as
     so received (with any necessary endorsement).

               Third:    The Collateral Agent will execute and deliver (or cause
          to be executed and delivered) to each Grantor all such proxies
          and other instruments as such Grantor may reasonably request for
          the purpose of enabling such Grantor to exercise the voting and
          other rights that it is entitled to exercise pursuant to
          paragraph (i) above and to receive the dividends or interest
          payments that it is authorized to receive and retain pursuant to
          paragraph (ii) above.

          SECTION 31.02  Upon the occurrence and during the continuance of
a Default:

          (i)  All rights of each Grantor (x) to exercise or refrain from
               exercising the voting and other consensual rights that it would
               otherwise be entitled to exercise pursuant to Section 16(a)(i)
               shall, upon notice to such Grantor by the Collateral Agent, cease
               and (y) to receive the dividends, interest and other
               distributions that it would otherwise be authorized to receive
               and retain pursuant to Section 16(a)(ii) shall automatically
               cease, and all such rights shall thereupon become vested in the
               Collateral Agent, which shall thereupon have the sole right to
               exercise or refrain from exercising such voting and other
               consensual rights and to receive and hold as Security Collateral
               such dividends, interest and other distributions.

(ii) All dividends, interest and other distributions that are
received by any Grantor contrary to the provisions of paragraph
(i) of this Section 16(b) shall be received in trust for the
benefit of the Collateral Agent, shall be segregated from other
funds of such Grantor and shall be forthwith paid over to the
Collateral Agent as Security Collateral in the same form as so
received (with any necessary endorsement).
(iii)     The Collateral Agent shall be authorized to send to
each Securities Intermediary or Commodity Intermediary as defined
in and under any Control Agreement a Notice of Exclusive Control
as defined in and under such Control Agreement.
          ARTICLE 32     AS TO THE ASSIGNED AGREEMENTS



          .  (a)  Each Grantor will at its expense:

          (i)  perform and observe all terms and provisions of the Assigned
               Agreements to be performed or observed by it, maintain the
               Assigned Agreements to which it is a party in full force and
               effect, enforce the Assigned Agreements to which it is a party in
               accordance with the terms thereof and take all such action to
               such end as may be requested from time to time by the Collateral
               Agent; and

(ii) furnish to the Collateral Agent promptly upon receipt
thereof copies of all notices, requests and other documents
received by such Grantor under or pursuant to the Assigned
Agreements to which it is a party, and from time to time
(A) furnish to the Collateral Agent such information and reports
regarding the Assigned Agreements and such other Collateral of
such Grantor as the Collateral Agent may reasonably request and
(B) upon request of the Collateral Agent make to each other party
to any Assigned Agreement to which it is a party such demands and
requests for information and reports or for action as such
Grantor is entitled to make thereunder.
          SECTION 32.02  Each Grantor agrees that it will not, except to
the extent otherwise permitted under the Credit Agreement:

          (i)  cancel or terminate any Assigned Agreement to which it is a
               party or consent to or accept any cancellation or termination
               thereof;

(ii) amend, amend and restate, supplement or otherwise modify any
such Assigned Agreement or give any consent, waiver or approval
thereunder;
(iii)     waive any default under or breach of any such Assigned
Agreement; or
(iv) take any other action in connection with any such Assigned
Agreement that would materially impair the value of the interests
or rights of such Grantor thereunder or that would materially
impair the interests or rights of any Secured Party.
          SECTION 32.03  Each Grantor hereby consents on its behalf and on
behalf of its Subsidiaries to the assignment and pledge to the
Collateral Agent for benefit of the Secured Parties of each
Assigned Agreement to which it is a party by any other Grantor
hereunder.

      ARTICLE 33     PAYMENTS UNDER THE ASSIGNED AGREEMENTS



          .  (a)  Each Grantor agrees, and has effectively so
instructed each other party to each Assigned Agreement to which
it is a party, that all payments due or to become due under or in
connection with such Assigned Agreement will be made directly to
the Cash Concentration Account.

          (b)  All moneys received or collected pursuant to subsection (a)
     above shall be (i) released to the applicable Grantor on the
     terms set forth in Section 9 so long as no Default shall have
     occurred and be continuing or (ii) if any Default shall have
     occurred and be continuing, applied as provided in Section 23(b).

   ARTICLE 34     TRANSFERS AND OTHER LIENS; ADDITIONAL SHARES



          .  (a)  Each Grantor agrees that it will not (i) sell,
assign or otherwise dispose of, or grant any option with respect
to, any of the Collateral, other than sales, assignments and
other dispositions of Collateral, and options relating to
Collateral, permitted under the terms of the Credit Agreement, or
(ii) create or suffer to exist any Lien upon or with respect to
any of the Collateral of such Grantor except for the pledge,
assignment and security interest created under this Agreement and
Liens permitted under the Credit Agreement.

          (b)  Each Grantor agrees that it will (i) cause each issuer of
     the Pledged Shares pledged by such Grantor not to issue any stock
     or other securities in addition to or in substitution for the
     Pledged Shares issued by such issuer, except to such Grantor, and
     (ii) pledge hereunder, immediately upon its acquisition (directly
     or indirectly) thereof, any and all additional shares of stock or
     other securities of each issuer of the Pledged Shares.

   ARTICLE 35     COLLATERAL AGENT APPOINTED ATTORNEY-IN-FACT



          .  Each Grantor hereby irrevocably appoints the
Collateral Agent such Grantor's attorney-in-fact, with full
authority in the place and stead of such Grantor and in the name
of such Grantor or otherwise, from time to time in the Collateral
Agent's discretion, to take any action and to execute any
instrument that the Collateral Agent may deem necessary or
advisable to accomplish the purposes of this Agreement,
including, without limitation:

          (d)  to obtain and adjust insurance required to be paid to the
     Collateral Agent pursuant to Section 13,

          SECTION 35.01  to ask for, demand, collect, sue for, recover,
compromise, receive and give acquittance and receipts for moneys
due and to become due under or in respect of any of the
Collateral,

SECTION 35.02  to receive, indorse and collect any drafts or
other instruments, documents and chattel paper, in connection
with clause (a) or (b) above, and
SECTION 35.03  to file any claims or take any action or institute
any proceedings that the Collateral Agent may deem necessary or
desirable for the collection of any of the Collateral or
otherwise to enforce compliance with the terms and conditions of
any Assigned Agreement or the rights of the Collateral Agent with
respect to any of the Collateral.
           ARTICLE 36     COLLATERAL AGENT MAY PERFORM



          .  If any Grantor fails to perform any agreement
contained herein, the Collateral Agent may, as the Collateral
Agent deems necessary to protect the security interest granted
hereunder in the Collateral or to protect the value thereof, but
without any obligation to do so and without notice, itself
perform, or cause performance of, such agreement, and the
expenses of the Collateral Agent incurred in connection therewith
shall be payable by such Grantor under Section 24(b).

          ARTICLE 37     THE COLLATERAL AGENT'S DUTIES



          .  (a) The powers conferred on the Collateral Agent
hereunder are solely to protect the Secured Parties' interest in
the Collateral and shall not impose any duty upon it to exercise
any such powers.  Except for the safe custody of any Collateral
in its possession and the accounting for moneys actually received
by it hereunder, the Collateral Agent shall have no duty as to
any Collateral, as to ascertaining or taking action with respect
to calls, conversions, exchanges, maturities, tenders or other
matters relative to any Collateral, whether or not any Secured
Party has or is deemed to have knowledge of such matters, or as
to the taking of any necessary steps to preserve rights against
any parties or any other rights pertaining to any Collateral.
The Collateral Agent shall be deemed to have exercised reasonable
care in the custody and preservation of any Collateral in its
possession if such Collateral is accorded treatment substantially
equal to that which it accords its own property.

          (b)  Anything contained herein to the contrary notwithstanding,
     the Collateral Agent may from time to time, when the Collateral
     Agent deems it to be necessary, appoint one or more subagents
     (each a "Subagent") for the Collateral Agent hereunder with
     respect to all or any part of the Collateral.  In the event that
     the Collateral Agent so appoints any Subagent with respect to any
     Collateral, (i) the assignment and pledge of such Collateral and
     the security interest granted in such Collateral by each Grantor
     hereunder shall be deemed for purposes of this Security Agreement
     to have been made to such Subagent, in addition to the Collateral
     Agent, for the ratable benefit of the Secured Parties, as
     security for the Secured Obligations of such Grantor, (ii) such
     Subagent shall automatically be vested, in addition to the
     Collateral Agent, with all rights, powers, privileges, interests
     and remedies of the Collateral Agent hereunder with respect to
     such Collateral, and (iii) the term "Collateral Agent," when used
     herein in relation to any rights, powers, privileges, interests
     and remedies of the Collateral Agent with respect to such
     Collateral, shall include such Subagent; provided, however, that
     no such Subagent shall be authorized to take any action with
     respect to any such Collateral unless and except to the extent
     expressly authorized in writing by the Collateral Agent.

                     ARTICLE 38     REMEDIES



          .  If any Event of Default shall have occurred and be
continuing:

          (e)  The Collateral Agent may exercise in respect of the
     Collateral, in addition to other rights and remedies provided for
     herein, under the Interim Order or the Final Order, as
     applicable, or otherwise available to it, all the rights and
     remedies of a secured party upon default under the N.Y. Uniform
     Commercial Code (whether or not the N.Y. Uniform Commercial Code
     applies to the affected Collateral) and also may:  (i) require
     each Grantor to, and each Grantor hereby agrees that it will at
     its expense and upon request of the Collateral Agent forthwith,
     assemble all or part of the Collateral as directed by the
     Collateral Agent and make it available to the Collateral Agent at
     a place and time to be designated by the Collateral Agent that is
     reasonably convenient to both parties; (ii) without notice except
     as specified below, sell the Collateral or any part thereof in
     one or more parcels at public or private sale, at any of the
     Collateral Agent's offices or elsewhere, for cash, on credit or
     for future delivery, and upon such other terms as the Collateral
     Agent may deem commercially reasonable; (iii) occupy any premises
     owned or leased by any of the Grantors where the Collateral or
     any part thereof is assembled or located for a reasonable period
     in order to effectuate its rights and remedies hereunder or under
     law, without obligation to such Grantor in respect of such
     occupation; and (iv) exercise any and all rights and remedies of
     any of the Grantors under or in connection with the Assigned
     Agreements, the Receivables and the Related Contracts or
     otherwise in respect of the Collateral, including, without
     limitation, any and all rights of such Grantor to demand or
     otherwise require payment of any amount under, or performance of
     any provision of, the Assigned Agreements, the Receivables and
     the Related Contracts.  Each Grantor agrees that, to the extent
     notice of sale shall be required by law, at least ten days'
     notice to such Grantor of the time and place of any public sale
     or the time after which any private sale is to be made shall
     constitute reasonable notification.  The Collateral Agent shall
     not be obligated to make any sale of Collateral regardless of
     notice of sale having been given.  The Collateral Agent may
     adjourn any public or private sale from time to time by
     announcement at the time and place fixed therefor, and such sale
     may, without further notice, be made at the time and place to
     which it was so adjourned.  To the extent that any rights and
     remedies under this Section 23 would otherwise be in violation of
     the automatic stay of section 362 of the Bankruptcy Code, such
     stay shall be deemed modified, as set forth in the Interim Order
     or Final Order, as applicable, to the extent necessary to permit
     the Collateral Agent to exercise such rights and remedies.

          SECTION 38.01  Any cash held by or on behalf of the Collateral
Agent and all cash proceeds received by or on behalf of the
Collateral Agent in respect of any sale of, collection from, or
other realization upon all or any part of the Collateral may, in
the discretion of the Collateral Agent, be held by the Collateral
Agent as collateral for, and/or then or at any time thereafter
applied (after payment of any amounts payable to the Collateral
Agent pursuant to Section 24) in whole or in part by the
Collateral Agent for the ratable benefit of the Secured Parties
against, all or any part of the Secured Obligations, in the
following manner:

          (i)  first, to the Agents for any amounts owing to the Agents
               pursuant to Section 9.04 of the Credit Agreement or otherwise
               under the Loan Documents, ratably in accordance with such
               respective amounts then owing to the Agents;

(ii) second, deposited as Collateral in the L/C Collateral
Account up to an amount equal to 100% of the aggregate Available
Amount of all outstanding Letters of Credit, provided that in the
event that any such Letter of Credit is drawn, the Collateral
Agent shall pay to the Issuing Bank that issued such Letter of
Credit the amount held in the L/C Collateral Account in respect
of such Letter of Credit, provided further that, to the extent
that any such Letter of Credit shall expire or terminate undrawn
and as a result thereof the amount of the Collateral in the L/C
Collateral Account shall exceed the aggregate Available Amount of
all then outstanding Letters of Credit, such excess amount of
such Collateral shall be applied in accordance with the order of
priority set out in this Section 23(b);
(iii)     third, to the Issuing Bank and the Swing Line Bank for
any amounts then owing to them, in their capacities as such,
under the Loan Documents ratably in accordance with such
respective amounts then owing to the Issuing Bank and the Swing
Line Bank;
(iv) fourth, Working Capital Lenders for any amount then owing to
them, in their capacities as such, under the Loan Documents
ratably in accordance with such respective amounts then owing to
the Working Capital Lenders; and
               (v)  fifth, Term Lenders for any amount then owing
          to them, in their capacities as such, under the Loan
          Documents ratably in accordance with such respective
          amounts then owing to the Term Lenders.

     Any surplus of such cash or cash proceeds held by or on the
     behalf of the Collateral Agent and remaining after payment
     in full of all the Secured Obligations shall be paid over to
     the applicable Grantor or to whomsoever may be lawfully
     entitled to receive such surplus.

          SECTION 38.02  All payments received by any Grantor under or in
connection with any Assigned Agreement or otherwise in respect of
the Collateral shall be received in trust for the benefit of the
Collateral Agent, shall be segregated from other funds of such
Grantor and shall be forthwith paid over to the Collateral Agent
in the same form as so received (with any necessary endorsement).

SECTION 38.03  The Collateral Agent may, without notice to any
Grantor except as required by law and at any time or from time to
time, charge, set-off and otherwise apply all or any part of the
Secured Obligations against any funds held in the Cash
Concentration Account, the Collateral Account or the L/C
Collateral Account or in any deposit account related thereto.
SECTION 38.04  In the event of any sale or other disposition of
any of the Intellectual Property Collateral of any Grantor, the
goodwill of the business connected with and symbolized by any
Trademarks subject to such sale or other disposition shall be
included therein, and such Grantor shall supply to the Collateral
Agent or its designee such Grantor's know-how and expertise, and
documents and things relating to any Intellectual Property
Collateral subject to such sale or other disposition, and such
Grantor's customer lists and other records and documents relating
to such Intellectual Property Collateral and to the manufacture,
distribution, advertising and sale of products and services of
such Grantor.
SECTION 38.05  If the Collateral Agent shall determine to
exercise its right to sell all or any of the Security Collateral
of any Grantor pursuant to this Section 23, each Grantor agrees
that, upon request of the Collateral Agent, such Grantor will, at
its own expense:
          (i)  execute and deliver, and cause each issuer of such Security
               Collateral contemplated to be sold and the directors and officers
               thereof to execute and deliver, all such instruments and
               documents, and do or cause to be done all such other acts and
               things, as may be necessary or, in the opinion of the Collateral
               Agent, advisable to register such Security Collateral under the
               provisions of the Securities Act of 1933 (as amended from time to
               time, the "Securities Act"), to cause the registration statement
               relating thereto to become effective and to remain effective for
               such period as prospectuses are required by law to be furnished
               and to make all amendments and supplements thereto and to the
               related prospectus that, in the opinion of the Collateral Agent,
               are necessary or advisable, all in conformity with the
               requirements of the Securities Act and the rules and regulations
               of the Securities and Exchange Commission applicable thereto;

(ii) use its best efforts to qualify the Security Collateral
under the state securities or "Blue Sky" laws and to obtain all
necessary governmental approvals for the sale of such Security
Collateral, as requested by the Collateral Agent;
(iii)     cause each such issuer of such Security Collateral to
make available to its security holders, as soon as practicable,
an earnings statement that will satisfy the provisions of
Section 11(a) of the Securities Act;
(iv) provide the Collateral Agent with such other information and
projections as may be necessary or, in the opinion of the
Collateral Agent, advisable to enable the Collateral Agent to
effect the sale of such Security Collateral; and
(v)  do or cause to be done all such other acts and things as may
be necessary to make such sale of such Security Collateral or any
part thereof valid and binding and in compliance with applicable
law.
          SECTION 38.06  The Collateral Agent is authorized, in connection
with any sale of the Security Collateral pursuant to this Section
23, to deliver or otherwise disclose to any prospective purchaser
of the Security Collateral:  (i) any registration statement or
prospectus, and all supplements and amendments thereto, prepared
pursuant to subsection (f)(i) above; (ii) any information and
projections provided to it pursuant to subsection (f)(iv) above;
and (iii) any other information in its possession relating to
such Security Collateral.

SECTION 38.07  Each Grantor acknowledges the impossibility of
ascertaining the amount of damages that would be suffered by the
Secured Parties by reason of the failure by such Grantor to
perform any of the covenants contained in subsection (f) above
and, consequently, agrees that, if such Grantor shall fail to
perform any of such covenants, it will pay, as liquidated damages
and not as a penalty, an amount equal to the value of the
Security Collateral on the date the Collateral Agent shall demand
compliance with subsection (f) above.
              ARTICLE 39     INDEMNITY AND EXPENSES



          .  (a)  Each Grantor agrees to indemnify, defend and
save and hold harmless each Secured Party and each of their
Affiliates and their respective officers, directors, employees,
agents and advisors (each, an "Indemnified Party") from and
against, and shall pay on demand, any and all claims, damages,
losses, liabilities and expenses (including, without limitation,
reasonable fees and expenses of counsel) that may be incurred by
or asserted or awarded against any Indemnified Party, in each
case arising out of or in connection with or resulting from this
Agreement (including, without limitation, enforcement of this
Agreement), except to the extent such claim, damage, loss,
liability or expense is found in a final, non-appealable judgment
by a court of competent jurisdiction to have resulted from such
Indemnified Party's gross negligence or willful misconduct.

          (b)  Each Grantor will upon demand pay to the Collateral Agent
     the amount of any and all reasonable expenses, including, without
     limitation, the reasonable fees and expenses of its counsel and
     of any experts and agents, that the Collateral Agent may incur in
     connection with (i) the administration of this Agreement,
     (ii) the custody, preservation, use or operation of, or the sale
     of, collection from or other realization upon, any of the
     Collateral of such Grantor, (iii) the exercise or enforcement of
     any of the rights of the Collateral Agent or the other Secured
     Parties hereunder or (iv) the failure by such Grantor to perform
     or observe any of the provisions hereof.

  ARTICLE 40     AMENDMENTS; WAIVERS; ADDITIONAL GRANTORS; ETC



          .  (a)  No amendment or waiver of any provision of this
Agreement, and no consent to any departure by any Grantor
herefrom, shall in any event be effective unless the same shall
be in writing and signed by the Collateral Agent, and then such
waiver or consent shall be effective only in the specific
instance and for the specific purpose for which given.  No
failure on the part of the Collateral Agent or any other Secured
Party to exercise, and no delay in exercising any right
hereunder, shall operate as a waiver thereof; nor shall any
single or partial exercise of any such right preclude any other
or further exercise thereof or the exercise of any other right.

          (b)  Upon the execution and delivery by any Person of a security
     agreement supplement in substantially the form of Exhibit A
     hereto (each a "Security Agreement Supplement"), (i) such Person
     shall be referred to as an "Additional Grantor" and shall be and
     become a Grantor hereunder and each reference in this Agreement
     and the other Loan Documents to "Grantor" shall also mean and be
     a reference to such Additional Grantor, and (ii) the supplemental
     schedules I, II, III, IV, V, VI and VII attached to each Security
     Agreement Supplement shall be incorporated into and become a part
     of and supplement Schedules I, II, III, IV, V, VI and VII,
     respectively, hereto, and the Collateral Agent may attach such
     supplemental schedules to such Schedules; and each reference to
     such Schedules shall mean and be a reference to such Schedules as
     supplemented pursuant to each Security Agreement Supplement.

                   ARTICLE 41     NOTICES; ETC



          .  All notices and other communications provided for
hereunder shall be in writing (including telegraphic, telecopier
or telex communication) and mailed, telegraphed, telecopied,
telexed or delivered to, in the case of the Borrower, the Parent
Guarantor or the Collateral Agent, addressed to it at its address
specified in the Credit Agreement and, in the case of each
Grantor other than the Borrower and the Parent Guarantor,
addressed to it at its address set forth opposite such Grantor's
name on the signature pages hereto or on the signature page to
the Security Agreement Supplement pursuant to which it became a
party hereto; or, as to any party, at such other address as shall
be designated by such party in a written notice to the other
parties.  All such notices and other communications shall, when
mailed, telegraphed, telecopied or telexed, be effective when
deposited in the mails, delivered to the telegraph company,
telecopied or confirmed by telex answerback, respectively,
addressed as aforesaid; except that notices and other
communications to the Collateral Agent shall not be effective
until received by the Collateral Agent.  Delivery by telecopier
of an executed counterpart of any amendment or waiver of any
provision of this Agreement or of any Security Agreement
Supplement or Schedule hereto shall be effective as delivery of
an original executed counterpart thereof.

 ARTICLE 42     CONTINUING SECURITY INTEREST; ASSIGNMENTS UNDER

                      THE CREDIT AGREEMENT



          .  This Agreement and the Interim Order or the Final
Order, as applicable, shall create a continuing security interest
in the Collateral and shall (a) remain in full force and effect
until the latest of (i) the payment in full in cash of the
Secured Obligations, (ii) the Termination Date and (iii) the
termination or expiration of all Letters of Credit, (b) be
binding upon each Grantor, its successors and assigns and
(c) inure, together with the rights and remedies of the
Collateral Agent hereunder, to the benefit of the Secured Parties
and their respective successors, transferees and assigns.
Without limiting the generality of the foregoing clause (c), any
Lender Party may assign or otherwise transfer all or any portion
of its rights and obligations under the Credit Agreement
(including, without limitation, all or any portion of its
Commitments, the Advances owing to it and the Note or Notes, if
any, held by it) to any other Person, and such other Person shall
thereupon become vested with all the benefits in respect thereof
granted to such Lender Party herein or otherwise, in each case as
provided in Section 9.07 of the Credit Agreement.

               ARTICLE 43     RELEASE; TERMINATION



          .  (a)  Upon any sale, lease, transfer or other
disposition of any item of Collateral of any Grantor in
accordance with the terms of the Loan Documents (other than sales
of Inventory in the ordinary course of business), the Collateral
Agent will, at such Grantor's expense, execute and deliver to
such Grantor such documents as such Grantor shall reasonably
request to evidence the release of such item of Collateral from
the assignment and security interest granted hereby; provided,
however, that (i) at the time of such request and such release no
Default shall have occurred and be continuing, (ii) such Grantor
shall have delivered to the Collateral Agent, at least ten
Business Days prior to the date of the proposed release, a
written request for release describing the item of Collateral and
the terms of the sale, lease, transfer or other disposition in
reasonable detail, including, without limitation, the price
thereof and any expenses in connection therewith, together with a
form of release for execution by the Collateral Agent and a
certificate of such Grantor to the effect that the transaction is
in compliance with the Loan Documents and as to such other
matters as the Collateral Agent may request and (iii) the
proceeds of any such sale, lease, transfer or other disposition
required to be applied, or any payment to be made in connection
therewith, in accordance with Section 2.06 of the Credit
Agreement shall, to the extent so required, be paid or made to,
or in accordance with the instructions of, the Collateral Agent
when and as required under Section 2.06 of the Credit Agreement.

          (b)  Upon the latest of (i) the payment in full in cash of the
     Secured Obligations (except in respect of indemnification that
     survives repayment of the indebtedness), (ii) the Termination
     Date and (iii) the termination or expiration of all Letters of
     Credit, the pledge, assignment and security interest granted
     hereby shall terminate and all rights to the Collateral shall
     revert to the applicable Grantor.  Upon any such termination, the
     Collateral Agent will, at the applicable Grantor's expense,
     execute and deliver to such Grantor such documents as such
     Grantor shall reasonably request to evidence such termination.

            ARTICLE 44     EXECUTION IN COUNTERPARTS



          .  This Agreement may be executed in any number of
counterparts, each of which when so executed shall be deemed to
be an original and all of which taken together shall constitute
one and the same agreement.  Delivery of an executed counterpart
of a signature page to this Agreement by telecopier shall be
effective as delivery of an original executed counterpart of this
Agreement.

                  ARTICLE 45     THE MORTGAGES



          .  In the event that any of the Collateral hereunder is
also subject to a valid and enforceable Lien under the terms of
any Mortgage and the terms of such Mortgage are inconsistent with
the terms of this Agreement, then with respect to such
Collateral, the terms of such Mortgage shall be controlling in
the case of fixtures and real estate leases, letting and licenses
of, and contracts and agreements relating to the lease of, real
property, and the terms of this Agreement shall be controlling in
the case of all other Collateral.

  ARTICLE 46     CREDIT AGREEMENT CONTROLS.  IN THE EVENT THAT

THERE IS ANY INCONSISTENCY BETWEEN THIS AGREEMENT AND THE CREDIT

 AGREEMENT, SUCH INCONSISTENCY SHALL BE RESOLVED IN FAVOR OF THE

                        CREDIT AGREEMENT.





                  ARTICLE 47     GOVERNING LAW



          .  This Agreement shall be governed by, and construed
in accordance with, the laws of the State of New York and, to the
extent applicable, the Bankruptcy Code.

          IN WITNESS WHEREOF, each Grantor has caused this
Agreement to be duly executed and delivered by its officer
thereunto duly authorized as of the date first above written.



                                   SPECIALTY RETAILERS, INC.


                                   By /s/ John Wiesner
                                     Title: Chief Executive
                                     Officer

                                     Address for Notices:
                                     10201 Main Street, Houston,
                                         TX 77025



                                   STAGE STORES, INC.


                                   By /s/ John Wiesner
                                     Title: Chief Executive
                                     Officer

                                     Address for Notices:
                                     10201 Main Street, Houston,
                                         TX 77025



                                   SPECIALTY RETAILERS, INC. (NV)


                                   By /s/ John Wiesner
                                     Title: Agent

                                     Address for Notices:
                                     10201 Main Street, Houston,
                                         TX 77025











                            SCHEDULES


               TO THAT CERTAIN SECURITY AGREEMENT


                    DATED AS OF JUNE 2, 2000


                              FROM


           STAGE STORES, INC., A DELAWARE CORPORATION,


       SPECIALTY RETAILERS, INC., A TEXAS CORPORATION, AND


     SPECIALITY RETAILERS, INC. (NV), A NEVADA CORPORATION,


                           AS GRANTORS


                               TO


                       CITICORP USA, INC.,


                       AS COLLATERAL AGENT













Note:     The information set forth in the following Schedules is
     cumulative in effect such that information set forth on  one
     Schedule will be deemed, where appropriate, to have been set
     forth  on each and every of the following Schedules, whether
     or not specifically set forth therein.  Any capitalized term
     not  otherwise expressly defined in the following  Schedules
     shall have the meaning assigned to such term in that certain
     Security  Agreement  dated as of June  2,  2000  from  Stage
     Stores,  Inc.,  Specialty  Retailers,  Inc.,  and  Specialty
     Retailers, Inc. (NV), as Grantors, to Citicorp USA, Inc., as
     Collateral Agent (the "Security Agreement") or, if such term
     is  not  defined in the Security Agreement, then  such  term
     shall have the meaning assigned to such term in that certain
     Debtor-in-Possession Credit Agreement dated as  of  June  2,
     2000  among  Specialty Retailers, Inc., as  Borrower,  Stage
     Stores,  Inc.,  as  Parent Guarantor, Citibank,  as  Initial
     Lender,  as  Initial Issuing Bank, and as Swing  Line  Bank,
     Citicorp  USA, Inc., as Collateral Agent, and Citicorp  USA,
     Inc., as Administrative Agent (the "Credit Agreement").

                                                       Schedule I
                                                           to the
                                               Security Agreement

                 PLEDGED SHARES AND PLEDGED DEBT

                             Part I

                                Par    Stock    Number     % of
 Grantor     Stock     Class of Valu Certificat   of   Outstanding
             Issuer     Stock    e    e No(s)   Shares    Shares
SSI       SRI          Common   $0.0             5,000     100%
                                   1
SRI       SRI (NV)     Common   $0.0             1,000     100%
                                   1
SRI       SRIRPC       Common   $0.0     3       1,000     100%
                                   1

                             Part II

                                                          Outstand
Grantor     Debt    Descripti       Debt         Final       ing
           Issuer      on       Certificate    Maturity   Principa
                                   No(s).                 l Amount
SRI (NV)   SRI       Loan - 9%        n/a           Open    191,867,5
                    Interest                                   27.74
SRI        SRIRPC    Intercompa       n/a           Open    19,765,44
                    y                                           1.16
                    payable/re
                    ceivable
SSI        SRI (NV)  Intercompa       n/a           Open    59,637.00
                    y
                    payable/re
                    ceivable
SRI        Carl      Loan             n/a        04/15/1998
          Tooker                                           140,000.0
                                                                   0
SRI        Carl      Loan             n/a        04/15/1998
          Tooker                                           203,200.0
                                                                   0
SRI        Carl      Loan             n/a        07/15/1999
          Tooker                                           175,000.0
                                                                   0
SRI        Carl      Loan             n/a        09/15/1999
          Tooker                                           125,000.0
                                                                   0
SRI        Carl      Loan             n/a        04/14/2000
          Tooker                                           200,000.0
                                                                   0
SRI        Carl      Loan             n/a        11/03/2000
          Tooker                                           200,000.0
                                                                   0
SRI        Stephen   Loan             n/a        06/01/2000
          Lovell                                           150,000.0
                                                                   0
SRI        Stephen   Loan             n/a        04/01/1999
          Lovell                                           125,000.0
                                                                   0
SRI        Stephen   Loan             n/a        02/27/1999
          Lovell                                           142,679.0
                                                                   0
SRI        Stephen   Loan             n/a        04/14/2000
          Lovell                                           25,000.00
SRI        Stephen   Loan             n/a        10/06/2000
          Lovell                                           20,000.00
SRI        Stephen   Loan             n/a        11/03/2000
          Lovell                                           71,814.59
SRI        Ron       Loan             n/a        04/29/1999
          Lucas                                            377,194.6
                                                                   1
SRI        Ron       Loan             n/a        04/14/2000
          Lucas                                            145,000.0
                                                                   0
SRI        Ron       Loan             n/a        11/03/2000
          Lucas                                            107,298.0
                                                                   0
SRI        Tom       Loan             n/a        11/15/2001
          Buttacci                                          8,427.86
          o
SRI        B.        Loan             n/a            Demand
          Locklear                                         33,172.26
SRI        Jonathan  Loan             n/a            Demand
          Pike                                             20,000.00
SRI        Bruce     Relocation       n/a            Demand
          Harsha    Advance                                 4,000.00
SRI        Charles   Bonus            n/a            Demand
          Sledge    Advance                                31,000.00
                                                     Total $213,996,
                                                              392.22
                                               Schedule II to the
                                               Security Agreement



                       ASSIGNED AGREEMENTS

None.
                                              Schedule III to the
                                               Security Agreement



              LOCATIONS OF EQUIPMENT AND INVENTORY



See Schedules 4.01(u) and 4.01(v) to the Credit Agreement.
                                               Schedule IV to the
                                               Security Agreement


                     CHIEF EXECUTIVE OFFICE
              AND FEDERAL TAX IDENTIFICATION NUMBER


                                               Federal Tax
Grantor                  Chief Executive       Identification
                         Office                Number
Stage Stores, Inc.       10201 Main Street     76-0407711
                         Houston, TX 77025
Specialty Retailers,     10201 Main Street     74-0821900
Inc.                     Houston, TX 77025
Specialty Retailers,     2101 Broadway         91-1826900
Inc. (NV)                Yankton, SD 57078

                                                Schedule V to the
                                               Security Agreement


                     PATENTS, TRADEMARKS AND
              TRADE NAMES, COPYRIGHTS AND LICENSES
Patents:
     None
Trademarks:
     See Schedule 4.01(x) to the Credit Agreement.
Copyrights:
     None
Licensed Patents, Trademarks, Copyrights, Trade Secrets or
Computer Software:
     1.   Agreement between Stages Stores, Inc. and TSI  Tailored
          Systems, Inc.
     2.   Agreement between Specialty Retailers, Inc. and Equinox
          Industries, Inc.
     3.   License of Veritas software in connection with Computer
          Equipment Rental by Specialty Retailers, Inc. from General
          Electric Capital Corporation.
     4.   Equipment and Services Agreement between Hughes Network
          Services Agreement and Specialty Retailers, Inc.
     5.   Agreement between Real Applications, Inc. and Specialty
          Retailers, Inc.
     6.   Three Year Agreement for Purchase of hardware and Support
          and Licensing of Software between Price Waterhouse Systems
          Integration LLC and Specialty Retailers, Inc.
     7.   Master   Product  License  Agreement  between  Platinum
          Technology, Inc. and Specialty Retailers, Inc.
     8.   Term Software License Agreement between Sterling Commerce
          (Mid America), Inc. and Specialty Retailers, Inc.
     9.   Agreement between IMR Global and Stage Stores, Inc.
     10.  Master Services Agreement between Information Management
          Resources, Inc. and Specialty Retailers, Inc.
     11.  Agreement between Sequent Computer Systems, Inc. and Stage
          Stores, Inc.
     12.  Agreement between Computer Associates International, Inc.
          and Specialty Retailers, Inc.
     13.  Retek Software License Agreement between Retek Information
          Systems, Inc. and Specialty Retailers, Inc.
     14.  XBR Track Software License Agreement 728 between the XBR
          Company and Specialty Retailers, Inc.
     15.  Consolidated  Agreement between  Unisys  and  Specialty
          Retailers, Inc.
     16.  Master Equipment Service and Software Support Agreement
          between Bell & Howell Mail and Messaging Technologies Company and
          Specialty Retailers, Inc.
     17.  License granted under that certain Amended and Restated
          Security Agreement dated as of March 6, 2000, between Specialty
          Retailers, Inc., Stage Stores, Inc. Specialty Retailers, Inc.
          (NV), the Additional Assignors (as defined therein), and Credit
          Suisse First Boston, as collateral agent (which agreement is
          subject to the Interim Order.
                                               Schedule VI to the
                                               Security Agreement



                        PLEDGED ACCOUNTS

SRI  is  the record or beneficial owner of each of the  following
accounts:

      Name and Address of   Mailing Address of
     Pledged Account Bank        Lockbox          Account
                                                   Number
     Bank of America, N.A.  To be determined        68806801
     P.O. Box 830175
     Dallas,  TX    75283-
     0175
     Bank of America, N.A.  To be determined      3750073614
     P.O. Box 830175
     Dallas,  TX    75283-
     0175
     Norwest Bank, N.A.     To be determined      9440102416
     6th and Marquette
     Minneapolis, MN 55479
     Bank One, Texas, N.A.  To be determined      1883803387
     P.O. Box 92102
     Bedford,  TX   76095-
     2102
     Chase  Bank of Texas,  To be determined       101360700
     N.A.
     P.O. Box 250
     Arlington, TX  76004-
     0250
     Hibernia               To be determined       812460587
     P.O. Box 61540
     New Orleans, LA 75766
     Bank   of   Oklahoma,  To be determined       208317344
     N.A.
     P.O. Box 2300
     Tulsa, OK 74192
     Regions                To be determined      8010189552
     P.O. Box 21116
     Shreveport, LA  71154-
     0001
     Fifth Third            To be determined        99942689
     38   Fountain  Square
     Plaza
     Cincinnati, OH  45263-
     0900
     BancFirst              To be determined      0091097143
     101 N. Broadway
     Oklahoma   City,   OK
     73102
     US Bank                To be determined    153690437261
     918 17th Street
     Denver, CO 68025-5068
     Bank   One,  Arizona,  To be determined        13548956
     N.A.
     P.O. Box 71
     Phoenix, AZ 85001



                   ADDITIONAL PLEDGED ACCOUNTS

          SRI  is  the record or beneficial owner of each of  the
following accounts.

         BANK NAME AND ADDRESS            ACCT #
         1st Mid-Illinois Bank & Trust    223026353
         100 West Washington
         Monticello, IL  61856
         Alpine Bank                      1010026425
         400 7th Street South, Suite 3300
         Rifle, CO  81650
         Amarillo National Bank           60542
         P.O. Box 1
         Amarillo, TX  79105-001
         AmCore                           148216
         1625 10th Street
         Monroe, WI 53566-0098
         American Bank & Trust            169722
         P.O. Box 1579
         Opelousa, LA  70570-1579
         American Heritage Bank           1003688
         P.O. Box 1109
         El Reno, OK  73036
         American National                0057729
         102 W. Moore
         Terrell, TX  75160-3129
         American National Bank & Trust   121442
         P.O. Box 1408
         Sapulpa, OK  74067
         American National Bank of TX     2300017269
         Route 11901519
         Terrell, TX  75160-0040
         American State Bank              5007204
         P.O. Box 1401
         Lubbock, TX  79408
         Anadarko Bank & Trust            5290016845
         P.O. Box 667
         Anadarko, OK  73005-2300
         Austin County Bank               5200025917
         P.O. Box 68
         Belville, TX  77418
         Bancorp South                    60275005
         2910 West Jackson Street
         Tupelo, MS  38801

         Bank Midwest                     8101100319
         345 S. Washington
         Chillicothe, MO 64601
         Bank of Commerce                 50900506
         P.O. Box 246
         Crowley, LA  70527-0246
         Bank of Crocker                  242691
         P.O. Box 6000
         Waynesville, MO  65583
         Bank of Cushing                  31419774
         224 E. Broadway
         Cushing, OK  74023-3336
         Bank of Holden                   3000768
         410 E. Business 50 Hwy.
         Warrensburg, MO  64093
         Bank of Kirkville                3697
         214 S. Franklin
         P.O. Box 787
         Kirksville, MO  63501-0787
         Bank of Richmondville            389734
         East Main Street
         Cobleskill, NY  12043
         Bank of Western Oklahoma         2895
         P.O. Box 507
         Elk City, OK  73648
         BankCorp South                   60275005
         609 W. Main Street
         West Point, MS  399773-2725
         Bluestem National Bank           10774
         104 E. Locust
         Fairbury, IL  61739
         Bonham State Bank                3031586
         P.O. Box 609
         Bonham, TX  75418
         Campbell & Fetter Bank           893024
         126 S. Orchard Street
         P.O. Box 231
         Kendallville, IN  46755-0231
         Carlinville National Bank        185951
         P.O. Box 350
         Carlinville, IL  62626
         Cedar Creek                      13471608
         210 Highway 334 Seven Points
         Gun Barrel City, TX  75143
         Central National Bank            1882155
         P.O. Box 700
         Junction City, KS66441
         Central National Bank            112138
         P.O. Box 667
         Alva, OK  73717
         Central National Bank            1161207
         P.O. Box 667
         Alva, OK  73717

         Central National Bank            212288
         P.O. Box 340
         Poteau, OK  74953
         Chemung Canal Trust Company      143030841
         410 West Morris Street
         Bath, NY  14810
         Chickasha Bank & Trust           107001
         1924 S. Fourth Street
         Chickasha, OK  73023
         Citizen State Bank               78227001
         1238 Broad Street
         New Castle, IN  47362-4986
         Citizens Bank                    238007
         P.O. Box 151
         Center, TX   75935
         Citizens Bank                    146522
         P.O. Box 717
         Waxahachie, TX  75168-0717
         Citizens Bank                    1119966
         P.O. Box 598
         Ville Platte, LA  70586
         Citizens Bank                    108235
         P.O. Box 727
         Slaton, TX  79364
         Citizens Bank & Trust            000175
         101 E. 6th Street
         Okmulgee, OK  74447
         Citizen's Bank & Trust           105262
         P.O. Box 659
         Plaquemine, LA  70765
         Citizens Bank of Ardmore         609919
         P.O. Box 1689
         1100 N. Commerce
         Ardmore, OK  73402
         Citizens National Bank           146522
         P.O. Box 717
         Waxahachie, TX 75168
         Citizens State Bank of Cortez    22987301
         P.O. Box T
         Cortez, CO  81321
         City National Bank               0001961
         1133 Mockingbird Lane
         Sulphur Springs, TX  75482
         City National Bank               8648
         P.O. Drawer 1100
         Welasco, TX  78599-1100
         City National Bank               154610
         116 S. Blossom
         Shenandoah, IA  51601
         City National Bank               1579201
         228 Elm Street
         Colorado City, TX  79512
         City State Bank                  11029
         P.O. Box 231
         Fort Scott, KS  66701
         Civatas Bank                     3660068212
         112 E. 3rd Street
         Mt. Vernon, IN  47620-1887

         Colorado East Bank and Trust     232071901
         520 S. Main
         Lamar, CO  81052
         Columbia River Banking           0102006468
         420 E. 3rd Street
         The   City  of  the  Dalles,  OR
          97058
         Commercial National Bank         104851
         P.O. Box 591
         Brady, TX  76825
         Community Bank                   20443
         P.O. Box 1027
         Sedalia, MO  65301
         Community Bank                   3140607509
         150 Market Square
         Millersburg, PA  17061
         Community First                  4370118850
         130 N. Third Street
         Sterling, CO  80751
         Community First                  5700100110
         P.O. Box 1227
         Cheyenne, WY  82003
         Community First                  4221213636
         139 E. Victory Way
         Craig, CO  81626
         Community First Bank             12179801
         P.O. Box 811
         Glendive, MT  59330
         Community First Bank and Trust   3405165
         225 N. Main Street
         Celina, OH  45822-0170
         Community First Bank and Trust   33553
         102 E. Main Street
         P.O. Box 111
         Van Wert, OH 45891-0111
         Compass Bank                     0077251510
         P.O. Box 4444
         Houston, TX  77210-4444
         Compass Bank                     0076109303
         313 E. Central Ave.
         Belton, TX  76513
         Compass Bank                     70968398
         P.O. 969
         Jacksonville, AL  36265
         Compass Bank                     0070418614
         P.O. 4444
         Houston, TX  77210-444
         Crossroads Bank                  27472
         2000 S. Banker Street
         P.O. Box 783
         Effingham, IL  62401

         Del Rio National Bank            205060
         P.O. Box 4120
         Del Rio, TX  78841-4120
         Deposit Guaranty Nat'l.          2300238923
         P.O. Box 1200
         Jackson, MS  39215-1200
         East Texas National Bank         1000756
         P.O. Box 770
         Palestine, TX  75802
         Empire Bank                      1066684
         P.O. Box 619
         Marshfield, MO  65706
         Exchange National Bank           58777
         132 East High Street
         P.O. Box 688
         Jefferson City, MO  65102
         Exchange National Bank and Trust 139319
         P.O. Box 189
         Atchison, KS  66002
         Family Security                  71300032
         16271 Hwy. 101 South
         Harbor, OR  97415
         Farmers Bank & Trust             25742
         P.O. Box 250
         Magnolia, AR  71753
         First Arwest Bank                11023131
         P.O. Box 130
         Siloam Springs, AR  72761
         First Bank                       882027
         P.O. Box 808
         McComb, MS  39648-0808
         First Bank & Trust               10007245
         400 Twin City Hwy.
         Groves, TX  77619-1027
         First Bank Muleshoe              006238
         P.O. Box 565
         Muleshoe, TX  79347
         First Bank of Owasso             818582
         P.O. Box 1800
         Owasso, OK  74055
         First Coleman National Bank      1835467
         P.O. Box 552
         Coleman, TX  76834
         First Federal                    6069231
         P.O. Box 268
         Columbia, MS  39429
         First Guaranty Bank              9212553292
         P.O. Box 21116
         Shreveport, LA  71457

         First Interstate                 2030034181
         P.O. Box 578
         Bozeman, MT  59771
         First Interstate                 1901002939
         P.O. Box 903
         Hardin, MT  59034
         First Liberty National Bank      41378
         1900 Sam Houston Ave.
         P.O. Box 10109
         Liberty, TX  77575-7609
         First Merit Bank                 8240213419
         295 First Merit Circle
         Akron, OH  44307-2359
         First Merit Bank, NA             10009899
         295 First Merit Circle
         Akron, OH  44307-2359
         First Midwest                    0182958
         P.O. Box 160
         Poplar Bluff, MO  63902-0160
         First Missouri National Bank     110023925
         P.O. Box 190
         Brookfield, MO  64628
         First National                   214999
         P.O. Box 300
         Decatur, IL  76234
         First National                   306930
         P.O. Box 418
         Fairbury, NE  68352
         First National                   6002757
         720 S. Gaston Street
         Crane, TX  79731-2619
         First National                   100101737
         P.O. Box 1348
         Miami, OK  74355
         First National Bank              12501
         P.O. Box 520
         Gilmer, TX  75644
         First National Bank              001008080
         P.O. Box 937
         Killeen, TX  76540-0937
         First National Bank              0670157
         P.O. Box 637
         Altus, OK  73522-0637
         First National Bank              10012660801
         P.O. Box 660
         Sweetwater, TX  79556-0660
         First National Bank              130168
         218 Main
         Crossett, AR  71635-2926
         First National Bank              1044249
         P.O. Box 700
         DeRidder, LA 70634-0700

         First National Bank              3014886
         206 E. Harvey
         Wellington, KS 67152
         First National Bank              102032
         P.O. Box 545
         Winfield, KS  67156
         First National Bank              300043874
         P.O. Box 27
         Colby, KS  67701
         First National Bank              533726
         P.O. Box 318
         Malden, MO  63863
         First National Bank              82724
         3rd and Gilson
         DeQueen, AR  71832
         First National Bank              100172
         P.O. Drawer 835
         Cameron, TX  76520
         First National Bank              200100188
         P.O. Box 951
         Breckenridge, TX  76424
         First National Bank              8028
         P.O. Box 527
         Haskell, TX  79521
         First National Bank              201251
         P.O. Box 170
         Monahans, TX  79756
         First National Bank              1046853
         P.O. Box 100
         Las Vegas, NM  87701
         First National Bank              2008032
         P.O. Box 407
         Vinita, OK  74301
         First National Bank              110664
         P.O. Box 610
         Henryetta, OK  74437
         First National Bank              2001025
         P.O. Box 309
         Durant, OK  74702
         First National Bank              3460
         P.O. Box 340
         Sallisaw, OK  74955
         First National Bank              107518
         P.O. Box 1130
         Chickasha, OK  73023
         First National Bank              2039881
         101 W. Adams Street
         Creston, IA  50801
         First National Bank              1224546
         101 E. Main
         Ada, OK  74820-5622

         First National Bank              109910
         120 s. 2ND Street
         Blyetheville, AR  72315-3414
         First National Bank & Trust      110485
         P.O. Box 9
         Clinton, OK  73601
         First National Bank in Alpine    0108359
         P.O. Box 1108
         Alpine, TX 79831
         First National Bank of Picayune  1003666
         121 East Canal Street
         P.O. Box 848
         Picayune, MS 39466-0848
         First    National    Bank     of 223446
          Weatherford
         P.O. Box 730
         220 Palo Pinto
         Weatherford, TX  76086
         First National Bank-Alvin        160218
         P.O. Box 606
         Alvin, TX  77512-0606
         First National Bank-Chillicothe  16306
         P.O. Box 339
         900 N. Fourth Street
         Chillicothe, IL  61523-0339
         First National Bank              99390
         P.O. Box 658
         Montevideo, MN  56265
         First Prosperity Bank            18007
         P.O. Box 400
         Beeville, TX  78104-0400
         First Security Bank              146404
         P.O. Box 690
         Batesville, MS  38606
         First Security Bank & Trust      0606222
         809 Clark Street
         P.O. Box 607
         Charles City, IA  50616
         First State                      1000489
         P.O. Box 471
         130 E. Corsicana Street
         Athens, TX  75751-0471
         First State                      004722
         P.O. Box 640
         Jasper, TX  75951
         First State Bank                 1010662
         P.O. Box 10
         Gainesville, TX  76241-0010
         First State Bank                 87424
         P.O. Box 569
         Idabel, OK  74745

         First State Bank & Trust Co.     28002
         P.O. Drawer 579
         Carthage, TX  75633-0579
         First State Bank of Altus        509953
         P.O. Box 979
         Altus, OK  73522
         First State Bank of Texas        142025518
         P.O. Box 939
         Burleson, TX 76097-0939
         First Texas Bank                 1014844
         P.O. Box 930
         Copperas, Cove, TX  76522
         First Texas Bank                 3008458
         P.O. Box 5
         Round Rock, TX  78680
         First United Bank                13116282
         P.O. Box 929
         Dimmitt, TX  79027
         Firstar Bank                     634976697
         340 5th Ave. South
         Clinton, IA  52732
         Firstar Bank                     820423473
         Location 0999
         Cincinnati, OH  45264-0999
         FirstBank Southwest              300010332
         P.O. Box 593
         Hereford, TX  79045
         FirstBank Southwest              100680982
         P.O. Box 929
         Perryton, TX  79070
         Franklin State Bank & Trust      1027905
         802 Prairie
         Winnsboro, LA  71295
         Georgia Central                  02005015
         238 N. Broad Street
         Monroe, GA  30655-1844
         Graham National Bank             0044458
         P.O. Box 450
         Graham, TX  76450
         Guaranty Bank                    1111558
         P.O. Box 1158
         Mt. Pleasant, TX  75456
         Guaranty Bank and Trust          2030872
         800 E. Main Street
         Gatesville, TX  76528-1433
         Hancock Bank                     00272108
         P.O. Box 591
         Baton Rouge, LA  70821
         Hondo National                   7001183
         1112 18th Street
         Hondo, TX  78861

         Huntington National Bank         1041315070
         P.O. Box 5065
         Cleveland, OH  44101-0065
         International Bank of Commerce   5551646200
         P.O. Box 579
         McAllen, TX  78502
         Isabella Bank & Trust            144881
         P.O. Box 100
         Mt. Pleasant, MI  48804-0100
         Jonesboro State Bank             11831101
         P.O. Box 580
         Jonesboro, LA  71251-0580
         Keokuk Savings Bank & Trust      26518
         P.O. Box 1030
         Keouk, IA  52632-1030
         Kermit State Bank                100846
         P.O. Drawer K
         Kermit, TX  79745
         Key Bank                         370111002595
         1920 12th Street
         Hood River, OR  97031
         Kitsap Bank                      0903936811
         619 Bay Street
         Port Orchard, WA  98366-5301
         Kleberg First National           0253251
         100 E. Kleberg
         Kingsville, TX  78363-4596
         Lafayette Bank & Trust           0000150037
         P.O. Box 1130
         Lafayette, IN  47902-1130
         Lake City                        00110752
         601 Countryside Drive
         Columbia City, IN  46725
         Lamesa National Bank             10154
         P.O. Drawer 301
         Lamesa, TX  79331
         League City Bank & Trust         020298
         303 E. Main Street
         League City, TX  77574-0759
         Longview Bank & Trust            179116
         P.O. Box 3188
         Longview, TX  75606-3188
         Lott State Bank                  51644730
         119 Cralk Street
         Marlin, TX  76661
         Mahaska State                    367761
         124 S. First
         Oskaloosa, IA  52577-3126
         Main Street Bank                 14540
         P.O. Drawer 1648
         Cleveland, TX  77237
         Malvern National Bank            37966
         P.O. Box 370
         Malvern, AR  72104

         Martin Co. National Bank         13442
         P.O. Box 848
         Fairmont, MN  56031
         McClain County Bank              1416771
         131 W. Main
         Purcell, OK  73080-4219
         McCook National                  920694
         220 Norris Ave.
         McCook, NE  69001-1208
         Mercantile Bank                  9630004639
         73 Central Park Plaza
         Jacksonville, IL  62650
         Mercantile Bank                  4270610043
         310 Walnut
         Dexter, MO  63841
         Mercantile Bank of W. Iowa       2928006143
         112 W. 2nd Street South
         Newton, IA  50208
         Mercedes National Bank           386813
         P.O. Box 777
         Mercedes, TX  78570-0777
         Merchants & Farmers              5056306
         501 S. 5th Street
         Leesville, LA  71446
         Merchants & Farmers Bank         280012343
         P.O. Box 520
         Kosciusko, MS  39090
         Merchants & Planters Bank        1201263
         P.O. Box 1017
         Camden, AR 71701
         Mid AM                           820014205
         519 Madison Avenue
         Toledo, OH  43604
         Mid America National             67896
         130 North Side Square
         Macomb, IL  61455
         Minden Bank & Trust              42129
         P.O. Box 400
         Minden, LA  71058-0400
         Minnesota Valley Bank            20116
         P.O. Box 439
         Redwood Falls, MN  56283
         Morgan City Bank and Trust       0123889
         P.O. Drawer 2000
         Morgan City, LA  70381
         Morgan City Bank and Trust       8296014
         P.O. Drawer 2000
         Morgan City, LA  70381
         Morton Community Bank            102288
         P.O. Box 104
         Morton, IL  61550

         Mountain Community Bank          15792
         P.O. Box 1070
         Los Alamos, NM  87544
         National Bank & Trust            538906
         P.O. Box 310
         LaGrange, TX  78945-0310
         National Bank Detroit            4514326695
         P.O. Box 206A
         Detroit, MI  48232
         National Bank of Andrews         110056
         P.O. Box 629
         Andrews, TX  79714
         National Bank of Commerce        361071
         P.O. Box 1187
         Starksville, MS  39759-1187
         National City                    6530027629
         145 S. Ripley
         Alpena, MI  49707
         National City Bank               0501765239
         1 National City Center
         Indianapolis, IN  46255
         National City Bank               6230360189
         P.O. Box 8043
         Royal Oak, MI  48068-8043
         National City Bank               150532401
         221 N. Main Street
         Bryan, OH  43603-1688
         National City Bank               239735746
         1001 E. Main Street
         Bradford, PA  16701-2899
         NBC Bank                         32859
         439 Main Street
         Eagle Pass, TX  78853-0969
         NBC Bank                         940283617
         316 N. Main
         Taylor, TX   76574
         NBC Bank of Eagle Pass           53961
         P.O. 969
         Eagle Pass, TX  78853
         Oakley National Bank             18323
         P.O. Box 40
         Buffalo, MN  55479
         Old Fort Banking Co.             6200429
         599 Plaza Drive
         Fostoria, OH  44830
         Old Kent - Big Rapids            3137083
         101 N. Michigan Ave.
         Big Rapids, MI  49307
         Old Kent Bank-Grand Traverse     8458150
         P.O. Box 589
         Traverse City, MI  49685-0589

         One Valley Bank                  0003124708
         P.O. Box 370
         Summerville, WV  26651
         Pauls Valley National Bank       1016164
         P.O. Box 420
         Pauls Valley, OK  73075
         Pecos City State Bank            0100167
         P.O. Box 1527
         Fort Stockton, TX  79735
         Peoples                          3507893
         201 W. 6th Street
         Concordia, KS  66901
         People's Bank and Trust          168181
         315 1st Ave. N.E.
         Sioux Center, IA  51250
         Peoples Bank-Taos                10608984
         P.O. Box 638
         Rancho De Taos, NM  87557
         Peoples National                 147338
         421 S. Hickory Street
         Ottawa, KS  66067-2325
         Peoples State Bank               6018873
         611 5th Avenue
         Magee, MS  3911-4212
         Peoples State Bank               186442401
         300 W. Emerson
         Paragould, AR  72450
         Planters                         4800131946
         212 Catchings
         Indianola, MS  38751-2408
         RCB                              25114
         222 S.E. 1st Ave.
         Pryor, OK  74361
         RCB Bank                         25114
         P.O. Box 189
         Claremore, OK  74108
         Security State Bank              153370
         P.O. Box 2037
         Pecos, TX  79772
         Security State Bank              760
         P.O. Box 470
         Littlefield, TX  79339
         Seminole National Bank           34746
         P.O. Drawer 727
         Seminole, TX  79360
         Southtrust Bank                  60000118
         P.O. Box 1717
         Silsbee, TX  77656-1717

         Southwest Missouri Bank          110012619
         300 West 3rd Street
         Carthage, MO  64836-0814
         Taylor Bank                      0972273401
         144 Market Street
         Pocomoke City, MD  21851-1051
         Texas State Bank                 80471631
         P.O. Box 4797
         McAllen, TX  78502-4797
         The City National Bank & Trust   839293
         P.O. Box 410
         Guymon, OK  73942
         The First National Bank          1224546
         P.O. Box 669
         Ada, OK  74821
         The First National Bank          1081181
         P.O. Box 400
         Granbury, TX  76048
         The First National Bank          124
         P.O. Box 678
         Falfurrias, TX  78355
         The Herring National Bank        7032420
         P.O. 2040
         Vernon, TX  76384
         The Home National Bank           163333
         P.O. Box 1047
         Arkansas City, KS  67005
         Trustmark National               4907322183
         776 Brookway Blvd.
         Brookhaven, MS  39601
         Trustmark National               8104213815
         P.O. Box 39
         Vicksburg, MS  39181-0039
         Union Bank                       3131346301
         201 E. Main Street
         Streator, IL  61364
         Union Bank of Mena               748609
         P.O. Box 889
         Mena, AR  71953-0898
         Union Planters Bank              90128702
         P.O. Box 7482
         Houston, TX  77248-7842
         Union Planters Bank              1908588
         P.O. Box 387
         Memphis, TN  38147
         Union Planters Bank              0030115582
         P.O. Box 387
         Memphis, TN  38147
         Union Planters Bank (Magna)      3726701358
         303 S. Kickapoo Street
         Lincoln, NE  62656

         United Mississippi Bank          148874
         P.O. Box 670
         Natchez, MS  39120-0670
         United Southwest Bank            54135
         3115 S.E. 21st Street
         Washington, IN  47501-1741
         Valley National Bank             801926601
         P.O. Box 99
         Espanola, NM  87532
         Value Bank, Texas                3204391
         P.O. Box 4956
         Corpus Christi, TX 78469-4956
         Washington State Bank            128880
         1110 Peoria Street
         Washington, IL  61571-0129
         Wells  Fargo  Bank  New  Mexico, 2810309940
          N.A.
         201 North 1st
         Grants, NM  87020
         West Texas State Bank            3502635
         P.O. Box 1396
         Snyder, TX  79549
         Wisconsin Community              423468394
         1717-10th Street
         Monroe, WI  53566-1828
         Wood County Bank                 6600548
         P.O. Box 1029
         Mineola, TX  75773
         Yoakum National Bank             1038769
         P.O. Drawer 777
         Yoakum, TX  77995
         Chase Bank of Texas              00102630747
         712 Main Street, 24th Floor
         Houston, TX  77002
         Chase Bank of Texas              00101777994
         712 Main Street, 24th Floor
         Houston, TX  77002
         Chase Bank of Texas              337719
         712 Main Street, 24th Floor
         Houston, TX  77002
         BankBoston                       54170856
         100  Federal Street, Mail  Code:
          01-07-01
         Boston, MA 02110
         BankBoston                       52283725
         100  Federal Street, Mail  Code:
          01-07-01
         Boston, MA 02110





                                              Schedule VII to the
                                               Security Agreement



                  PERMITTED UNBLOCKED ACCOUNTS


SRI is the record or beneficial owner of each of the following
accounts:


  DEPOSITORY BANK     ACCOUNT NUMBER       ACCOUNT PURPOSE


Chase Bank of Texas 063-00043281         Associate Benefits
                                         Trust


Chase Bank of Texas 063-00047928         Texas IB (Workers
                                         Compensation)


Chase Bank of Texas 063-00025452         Payroll


Chase Bank of Texas 063-00049338         USPS Postage


Chase Bank of Texas 063-00055905         Accounts Payable
                                         (New)


Citicorp            30433704             Sales Tax and
                                         Payroll Tax


BankBoston          800-17231            Expenses Payable









                                                 Exhibit A to the
                                               Security Agreement



              FORM OF SECURITY AGREEMENT SUPPLEMENT

                                   [Date of Security Agreement
Supplement]

Citicorp USA, Inc.,
   as the Collateral Agent for the
   Secured Parties referred to in the
   Credit Agreement referred to below
   399 Park Avenue
   New York, New York 10043
   Attn: ___________________

                    Specialty Retailers, Inc.


Ladies and Gentlemen:

          Reference is made to (i) the Credit Agreement dated as
of June 2, 2000 (as amended, amended and restated, supplemented
or otherwise modified from time to time, the "Credit Agreement"),
among SPECIALTY RETAILERS, INC., a Texas corporation, as the
Borrower, STAGE STORES, INC., a Delaware corporation, as the
Parent Guarantor, each a debtor and debtor in possession under
Chapter 11 of the Bankruptcy Code, the Lender Parties party
thereto, CITICORP USA, INC., as collateral agent (together with
any successor collateral agent appointed pursuant to Article VIII
of the Credit Agreement, the "Collateral Agent"), and as
administrative agent for the Lender Parties, and (ii) the
Security Agreement dated June 2, 2000 (as amended, amended and
restated, supplemented or otherwise modified from time to time,
the "Security Agreement") made by the Grantors from time to time
party thereto in favor of the Collateral Agent for the Secured
Parties.  Terms defined in the Credit Agreement or the Security
Agreement and not otherwise defined herein are used herein as
defined in the Credit Agreement or the Security Agreement.

                              Grant of Security

          .  The undersigned hereby assigns and pledges to the
Collateral Agent for the ratable benefit of the Secured Parties,
and hereby grants to the Collateral Agent for the ratable benefit
of the Secured Parties, a security interest in, all of its right,
title and interest in and to all of the Collateral of the
undersigned, whether now owned or hereafter acquired by the
undersigned, wherever located and whether now or hereafter
existing or arising, including, without limitation, the property
and assets of the undersigned set forth on the attached
supplemental schedules to the Schedules to the Security
Agreement.

                              Security for Obligations

          .  The pledge and assignment of, and the grant of a
security interest in, the Collateral by the undersigned under
this Security Agreement Supplement and the Security Agreement
secures the payment of all Obligations of the undersigned now or
hereafter existing under or in respect of the Loan Documents,
whether direct or indirect, absolute or contingent, and whether
for principal, reimbursement obligations, interest, premiums,
penalties, fees, indemnifications, contract causes of action,
costs, expenses or otherwise.  Without limiting the generality of
the foregoing, this Security Agreement Supplement and the
Security Agreement secures the payment of all amounts that
constitute part of the Secured Obligations and that would be owed
by the undersigned to any Secured Party under the Loan Documents
but for the fact that such Secured Obligations are unenforceable
or not allowable due to the existence of a bankruptcy,
reorganization or similar proceeding involving a Loan Party.

                              Supplements to Security Agreement Schedules

          .  The undersigned has attached hereto supplemental
Schedules I, II, III, IV, V, VI and VII to Schedules I, II, III,
IV, V, VI and VII, respectively, to the Security Agreement, and
the undersigned hereby certifies, as of the date first above
written, that such supplemental schedules have been prepared by
the undersigned in substantially the form of the equivalent
Schedules to the Security Agreement and are complete and correct
in all material respects.

                              Representations and Warranties

          .  The undersigned hereby makes each representation and
warranty set forth in Section 10 of the Security Agreement (as
supplemented by the attached supplemental schedules) to the same
extent as each other Grantor.

                              Obligations Under the Security Agreement

          .  The undersigned hereby agrees, as of the date first
above written, to be bound as a Grantor by all of the terms and
provisions of the Security Agreement to the same extent as each
of the other Grantors.  The undersigned further agrees, as of the
date first above written, that each reference in the Security
Agreement to an "Additional Grantor" or a "Grantor" shall also
mean and be a reference to the undersigned.

                              Governing Law

          .  This Security Agreement Supplement shall be governed
by, and construed in accordance with, the laws of the State of
New York and, to the extent applicable, the Bankruptcy Code.

                              Very truly yours,

                              [NAME OF ADDITIONAL GRANTOR]


                              By_______________________________
                                  Title:

                                   Address for notices:
                                   _______________________
                                   _______________________
                                   _______________________

                                                 Exhibit B to the
                                               Security Agreement


      FORM OF [PLEDGED] [ADDITIONAL PLEDGED] ACCOUNT LETTER



                                   _______________, ____

[Name and address
of [Pledged] [Additional Pledged]
Account Bank]
                      [Name of the Grantor]

Gentlemen/women:

          Reference is made to the lockboxes listed on Schedule I
hereto into which certain monies, instruments and other
properties are deposited from time to time and the deposit
accounts listed on Schedule I hereto (such lockboxes and deposit
accounts being, collectively, the "Pledged Accounts") maintained
with you by ____________________ (the "Grantor").  Pursuant to
the Security Agreement dated June 2, 2000 (as amended, amended
and restated, supplemented or otherwise modified from time to
time, the "Security Agreement"), the Grantor has granted to
Citicorp USA, Inc., as Collateral Agent (together with any
successor collateral agent appointed pursuant to Article VII of
the Credit Agreement, the "Collateral Agent") for the Secured
Parties referred to in the Credit Agreement dated as of June 2,
2000, with [__________] [the Grantor], a security interest in,
and sole dominion and control of, certain property of the
Grantor, including, among other things, the following (the
"Account Collateral"):  each Pledged Account, all funds held
therein and all certificates and instruments, if any, from time
to time representing or evidencing such Pledged Account, all
interest, dividends, distributions, cash, instruments and other
property from time to time received, receivable or otherwise
distributed in respect of or in exchange for any or all of the
then existing Account Collateral and all proceeds of any and all
of the foregoing Account Collateral.  It is a condition to the
continued maintenance of the Pledged Accounts with you that you
agree to this letter agreement.

          By executing this letter agreement, you acknowledge
notice of, and consent to the grant of the security interest in,
and the pledge and assignment of, the Account Collateral to the
Collateral Agent for the benefit of the Secured Parties and you
confirm to the Collateral Agent that the description of the
Pledged Accounts set forth on Schedule I hereto is correct and
that you have not received any notice of any other security
interest in, pledge or assignment of, or other claim (other than
that of the Grantor) on, any of the Pledged Accounts.  Further,
you hereby agree with the Collateral Agent that:

          Notwithstanding anything to the contrary in any
          other agreement relating to any Pledged Account, each Pledged
          Account is and will be subject to the security interest, pledge
          and assignment created under the Security Agreement, will be
          maintained solely for the benefit of the Secured Parties, will
          have the title set forth opposite the account number therefor on
          Schedule I hereto and will be subject to written instructions
          only from an officer of the Collateral Agent.  Only the
          Collateral Agent is authorized to withdraw amounts from, to draw
          upon, or, except as otherwise set forth herein, to otherwise
          exercise any powers with respect to the Pledged Accounts and the
          funds deposited therein.  The Collateral Agent authorizes and
          directs that the sole signatories authorized to act on behalf of
          the Collateral Agent with respect to the Pledged Accounts are and
          shall be such officers of the Collateral Agent as the Collateral
          Agent may from time to time designate in a writing acceptable to
          you.  You may rely without liability on any such written
          designation, absent manifest error, unless and until you receive
          a written designation to the contrary.  Any such written
          designation shall include the specimen signature of each
          authorized officer of the Collateral Agent.

                                   You will collect mail from
                              each Pledged Account on each of
                              your business days at times that
                              coincide with the delivery of mail
                              thereto.

                                   You will follow your usual
                              operating procedures for the
                              handling of any remittance that
                              contains restrictive endorsements,
                              irregularities (such as a variance
                              between the written and numerical
                              amounts), undated or postdated
                              items, missing signatures,
                              incorrect payees, etc. received in
                              any Pledged Account.

                                   You will endorse and process
                              all eligible checks and other
                              remittance items not covered by
                              paragraph (c) and deposit such
                              checks and remittance items in the
                              Pledged Accounts.

                                   You will maintain a record of
                              all checks and other remittance
                              items received in each Pledged
                              Account and, in addition to
                              providing the Grantor with
                              photostats, vouchers, enclosures,
                              etc. of such checks and remittance
                              items on a daily basis, furnish to
                              the Collateral Agent (i) a monthly
                              statement of each Pledged Account
                              and (ii) a daily collection and
                              check float report, to be mailed or
                              telecopied to the Collateral Agent
                              at:  Citicorp USA, Inc., 399 Park
                              Avenue, New York, New York 10043,
                              Telecopier No. __________,
                              Attention: __________.

                                   You will transfer, in same day
                              funds, on each of your business
                              days, all amounts collected from
                              each Pledged Account on such day to
                              the following account (the "Cash
                              Concentration Account"):

               [Name of the Borrower]
               Account No. __________
               _____________________
               _______________,
               ________, _____
               Attention:  ____________________

     Each such transfer of funds shall neither comprise only part
     of a remittance nor reflect the rounding off of any funds so
     transferred.

                   All transfers referred to in paragraph (f) above shall
                   be made by you irrespective of, and without deduction for,
                   any counterclaim, defense, recoupment or set-off and shall
                   be final, and you will not seek to recover from the
                   Collateral Agent for any reason any such payment once made.

                                   All service charges and fees
                              with respect to any Pledged Account
                              shall be payable by the Grantor,
                              and deposited checks returned for
                              any reason shall not be charged to
                              the applicable Pledged Account.

                                   The Collateral Agent shall be
                              entitled to exercise any and all
                              rights of the Grantor in respect of
                              the Pledged Accounts and the other
                              Account Collateral in accordance
                              with the terms of the Security
                              Agreement, and you shall comply in
                              all respects with such exercise.

          You hereby represent and warrant that the person
executing this letter agreement on your behalf is duly authorized
to do so.

          No amendment or waiver of any provision of this letter
agreement, nor consent to any departures by you or the Grantor
herefrom, shall be effective unless the same shall be in writing
as signed by you, the Grantor and the Collateral Agent.

          This letter agreement shall be binding upon you and
your successors and assigns and shall inure to the benefit of the
Secured Parties and their successors, transferees and assigns.
You may terminate this letter agreement upon thirty days' prior
written notice to the Grantor and the Collateral Agent.  Upon
such termination you shall close the Pledged Accounts and
transfer all funds in the Pledged Accounts to the Cash
Concentration Account or another account as instructed by the
Collateral Agent at such time.  After any such termination, you
shall nonetheless remain obligated promptly to transfer to the
Cash Concentration Account or to such other account as instructed
by the Collateral Agent at such time all funds and other property
received in respect of the Pledged Accounts.

          This letter agreement may be executed in any number of
counterparts and by different parties hereto in separate
counterparts, each of which when so executed shall be deemed to
be an original and all of which when taken together shall
constitute one and the same agreement.  Delivery of an executed
counterpart of a signature page to this letter agreement by
telecopier shall be effective as delivery of an original executed
counterpart of this letter agreement.

          Please indicate your acknowledgment of and agreement to
the provisions of this letter agreement by signing in the
appropriate space provided below and returning this letter
agreement to ________________, _______________, __________,
________ ______, Telecopier No.: (212) ___-____, Attention:
________________.  If you elect to deliver this letter agreement
by telecopier, please arrange for the executed original to follow
by next-day courier.

          This letter agreement shall be governed by and
construed in accordance with the laws of the State of New York
and, to the extent applicable, the Bankruptcy Code.

                                   Very truly yours,

                                   [NAME OF GRANTOR]


                                   By
                                     Title:


                                   Citicorp USA, Inc., as
                                   Collateral Agent


                                   By
                                     Title:



Acknowledged and agreed to as of
the date first above written:

[NAME OF [PLEDGED] [ADDITIONAL PLEDGED] ACCOUNT BANK]

By
                                                           Title:
                                                Schedule I to the
                    [Pledged] [Additional Pledged] Account Letter


[Lockbox/Account Number  [Lockbox/Account
                         Name



                                                 Exhibit C to the
                                               Security Agreement


                  FORM OF CONSENT AND AGREEMENT

          The undersigned hereby (a) acknowledges notice of, and
consents to the terms and provisions of, the Security Agreement
dated June 2, 2000 (as amended, amended and restated,
supplemented or otherwise modified from time to time, the
"Security Agreement", the terms defined therein being used herein
as therein defined) from ____________________ (the "Grantor") and
certain other grantors from time to time party thereto to
Citicorp USA, Inc., as Collateral Agent (the "Collateral Agent")
for the Secured Parties referred to therein, (b) consents in all
respects to the pledge and assignment to the Collateral Agent of
all of the Grantor's right, title and interest in, to and under
the Assigned Agreement (as defined below) pursuant to the
Security Agreement, (c) acknowledges that the Grantor has
provided it with notice of the right of the Collateral Agent in
the exercise of its rights and remedies under the Security
Agreement to make all demands, give all notices, take all actions
and exercise all rights of the Grantor under the Assigned
Agreement, and (d) agrees with the Collateral Agent that:

             The undersigned will make all payments to be made
             by it under or in connection with the __________ Agreement dated
              _______________, ____ (the "Assigned Agreement") between the
              undersigned and the Grantor directly to the Cash Concentration
              Account or otherwise in accordance with the instructions of the
              Collateral Agent.

                                             All payments
                                        referred to in
                                        paragraph (i) above shall
                                        be made by the
                                        undersigned irrespective
                                        of, and without deduction
                                        for, any counterclaim,
                                        defense, recoupment or
                                        set-off and shall be
                                        final, and the
                                        undersigned will not seek
                                        to recover from any
                                        Secured Party for any
                                        reason any such payment
                                        once made.

                                             The Collateral Agent
                                        or its designee shall be
                                        entitled to exercise any
                                        and all rights and
                                        remedies of the Grantor
                                        under the Assigned
                                        Agreement in accordance
                                        with the terms of the
                                        Security Agreement, and
                                        the undersigned shall
                                        comply in all respects
                                        with such exercise.

                                             The undersigned will
                                        not, without the prior
                                        written consent of the
                                        Collateral Agent,
                                        (A) cancel or terminate
                                        the Assigned Agreement or
                                        consent to or accept any
                                        cancellation or
                                        termination thereof, or
                                        (B) amend, amend and
                                        restate, supplement or
                                        otherwise modify the
                                        Assigned Agreement,
                                        except, in each case, to
                                        the extent otherwise
                                        permitted under the
                                        Credit Agreement referred
                                        to in the Security
                                        Agreement.

                                             In the event of a
                                        default by the Grantor in
                                        the performance of any of
                                        its obligations under the
                                        Assigned Agreement, or
                                        upon the occurrence or
                                        non-occurrence of any
                                        event or condition under
                                        the Assigned Agreement
                                        which would immediately
                                        or with the passage of
                                        any applicable grace
                                        period or the giving of
                                        notice, or both, enable
                                        the undersigned to
                                        terminate or suspend its
                                        obligations under the
                                        Assigned Agreement, the
                                        undersigned shall not
                                        terminate the Assigned
                                        Agreement until it first
                                        gives written notice
                                        thereof to the Collateral
                                        Agent and permits the
                                        Grantor and the
                                        Collateral Agent the
                                        period of time afforded
                                        to the Grantor under the
                                        Assigned Agreement to
                                        cure such default.

                                             The undersigned
                                        shall deliver to the
                                        Collateral Agent,
                                        concurrently with the
                                        delivery thereof to the
                                        Grantor, a copy of each
                                        notice, request or demand
                                        given by the undersigned
                                        pursuant to the Assigned
                                        Agreement.

                                             Except as
                                        specifically provided in
                                        this Consent and
                                        Agreement, neither the
                                        Collateral Agent nor any
                                        other Secured Party shall
                                        have any liability or
                                        obligation under the
                                        Assigned Agreement as a
                                        result of this Consent
                                        and Agreement, the
                                        Security Agreement or
                                        otherwise.

          This Consent and Agreement shall be binding upon the
undersigned and its successors and assigns, and shall inure,
together with the rights and remedies of the Collateral Agent
hereunder, to the benefit of the Secured Parties and their
successors, transferees and assigns.  This Consent and Agreement
shall be governed by and construed in accordance with the laws of
the State of New York and, to the extent applicable, the
Bankruptcy Code.

          IN WITNESS WHEREOF, the undersigned has duly executed
this Consent and Agreement as of the date set opposite its name
below.

Dated:  _______________, ____                [NAME OF OBLIGOR]

                                        By
                                          Title:


                                                 Exhibit D to the
                                               Security Agreement


                    FORM OF CONTROL AGREEMENT
                      (Securities Account)


          CONTROL AGREEMENT dated as of ________, ____,
among____________, a ___________ (the "Grantor"), Citicorp USA,
Inc., as Collateral Agent  (the "Secured Party"), and _________,
a _________ ("____________"), as securities intermediary (the
"Securities Intermediary").

PRELIMINARY STATEMENTS:

          (1)  The Grantor has granted the Secured Party a
security interest (the "Security Interest") in account no.
_______________ maintained by the Securities Intermediary for the
Grantor (the "Account").

          (2)  Terms defined in Article 8 or 9 of the Uniform
Commercial Code in effect in the State of New York ("N.Y. Uniform
Commercial Code") are used in this Agreement as such terms are
defined in such Article 8 or 9.

          NOW, THEREFORE, in consideration of the premises and of
the mutual agreements contained herein, the parties hereto hereby
agree as follows:

          Section 1.     The Account

          .  The Securities Intermediary represents and warrants
to, and agrees with, the Secured Party that:

             The Securities Intermediary maintains the Account
             for the Grantor, and all property held by the Securities
             Intermediary for the account of the Grantor is, and will continue
             to be, credited to the Account.

                                   The Account is a securities
                              account. The Securities
                              Intermediary is the securities
                              intermediary with respect to the
                              property credited from time to time
                              to the Account.  The Grantor is the
                              entitlement holder with respect to
                              the property credited from time to
                              time to the Account.

                                   The securities intermediary's
                              jurisdiction with respect to the
                              Account is, and will continue to be
                              for so long as the Security
                              Interest shall be in effect, the
                              State of New York.

                                   Exhibit A attached hereto is a
                              statement of the property credited
                              to the Account on the date hereof.

                                   The Securities Intermediary
                              does not know of any claim to or
                              interest in the Account or any
                              property credited to the Account,
                              except for claims and interests of
                              the parties referred to in this
                              Agreement.

                              Control by Secured Party

          .  The Securities Intermediary will comply with all
notifications it receives directing it to transfer or redeem any
property in the Account (each an "Entitlement Order") or other
directions concerning the Account (including, without limitation,
directions to distribute to the Secured Party proceeds of any
such transfer or redemption or interest or dividends on property
in the Account) originated by the Secured Party without further
consent by the Grantor or any other person.

                              Grantor's Rights in Account

                                   Except as otherwise provided in
                              this Section 3, the Securities
                              Intermediary will comply with
                              Entitlement Orders originated by the
                              Grantor without further consent by the
                              Secured Party.

                                   Until the Securities
                              Intermediary receives a notice from
                              the Secured Party that the Secured
                              Party will exercise exclusive
                              control over the Account (a "Notice
                              of Exclusive Control"), the
                              Securities Intermediary may
                              distribute to the Grantor all
                              interest and regular cash dividends
                              on property in the Account.

                                   The Securities Intermediary
                              will not comply with any
                              Entitlement Order originated by the
                              Grantor that would require the
                              Securities Intermediary to make a
                              free delivery to the Grantor or any
                              other person.

                                   If the Securities Intermediary
                              receives from the Secured Party a
                              Notice of Exclusive Control, the
                              Securities Intermediary will cease:

                                             complying with Entitlement
                                        Orders or other directions
                                        concerning the Account originated
                                        by the Grantor and

                                             distributing to the
                                        Grantor interest and
                                        dividends on property in
                                        the Account.

                              Priority of Secured
                         Party's Security Interest

          .    The Securities Intermediary subordinates in favor
of the Secured Party any security interest, lien, or right of
setoff it may have, now or in the future, against the Account or
property in the Account, except that the Securities Intermediary
will retain its prior lien on property in the Account to secure
payment for property purchased for the Account and normal
commissions and fees for the Account.

          The Securities Intermediary will not agree with
          any third party that the Securities Intermediary will comply with
          Entitlement Orders originated by the third party.

                              Statements,
                         Confirmations, and Notices of
                         Adverse Claims

          .    The Securities Intermediary will send copies of
all statements and confirmations for the Account simultaneously
to the Grantor and the Secured Party.

           When the Securities Intermediary knows of any
           claim or interest in the Account or any property credited to the
           Account other than the claims and interests of the parties
           referred to in this Agreement, the Securities Intermediary will
           promptly notify the Secured Party and the Grantor of such claim
           or interest.

                              The Securities
                         Intermediary's Responsibility.

          .    Except for permitting a withdrawal, delivery, or
payment in violation of Section 3, the Securities Intermediary
will not be liable to the Secured Party for complying with
Entitlement Orders or other directions concerning the Account
from the Grantor that are received by the Securities Intermediary
before the Securities Intermediary receives and has a reasonable
opportunity to act on a Notice of Exclusive Control.

          The Securities Intermediary will not be liable to
          the Grantor for complying with a Notice of Exclusive Control or
          with an Entitlement Order or other direction concerning the
          Account originated by the Secured Party, even if the Grantor
          notifies the Securities Intermediary that the Secured Party is
          not legally entitled to issue the Notice of Exclusive Control or
          Entitlement Order or such other direction unless the Securities
          Intermediary takes the action after it is served with an
          injunction, restraining order, or other legal process enjoining
          it from doing so, issued by a court of competent jurisdiction,
          and had a reasonable opportunity to act on the injunction,
                                   restraining order or other legal process.

                                        This Agreement does not
                                   create any obligation of the
                                   Securities Intermediary except
                                   for those expressly set forth
                                   in this Agreement and in Part
                                   5 of Article 8 of the N.Y.
                                   Uniform Commercial Code.  In
                                   particular, the Securities
                                   Intermediary need not
                                   investigate whether the
                                   Secured Party is entitled
                                   under the Secured Party's
                                   agreements with the Grantor to
                                   give an Entitlement Order or
                                   other direction concerning the
                                   Account or a Notice of
                                   Exclusive Control.  The
                                   Securities Intermediary may
                                   rely on notices and
                                   communications it believes
                                   given by the appropriate
                                   party.

                              Indemnity

          .  The Grantor will indemnify the Securities
Intermediary, its officers, directors, employees and agents
against claims, liabilities and expenses arising out of this
Agreement (including, without limitation, reasonable attorney's
fees and disbursements), except to the extent the claims,
liabilities or expenses are caused by the Securities
Intermediary's gross negligence or willful misconduct as found by
a court of competent jurisdiction in a final, non-appealable
judgment.

                              Termination; Survival

          .    The Secured Party may terminate this Agreement by
notice to the Securities Intermediary and the Grantor.  If the
Secured Party notifies the Securities Intermediary that the
Security Interest has terminated, this Agreement will immediately
terminate.

          The Securities Intermediary may terminate this
          Agreement on 60 days' prior notice to the Secured Party and the
          Grantor, provided that before such termination the Securities
          Intermediary and the Grantor shall make arrangements to transfer
          the property in the Account to another securities intermediary
          that shall have executed, together with the Grantor, a control
          agreement in favor of the Secured Party in respect of such
          property in substantially the form of this Agreement or otherwise
          in form and substance satisfactory to the Secured Party.

                                        Sections 6 and 7 will
                                   survive termination of this
                                   Agreement.

                              Governing Law

          .  This Agreement and the Account will be governed by
the law of the State of New York and, to the extent applicable,
the Bankruptcy Code.  The Securities Intermediary and the Grantor
may not change the law governing the Account without the Secured
Party's express prior written agreement.

                              Entire Agreement

          .  This Agreement is the entire agreement, and
supersedes any prior agreements, and contemporaneous oral
agreements, of the parties concerning its subject matter.

                              Amendments

          .  No amendment of, or waiver of a right under, this
Agreement will be binding unless it is in writing and signed by
the party to be charged.

                              Financial Assets

          .  The Securities Intermediary agrees with the Secured
Party and the Grantor that, to the fullest extent permitted by
applicable law, all property credited from time to time to the
Account will be treated as financial assets under Article 8 of
the N.Y. Uniform Commercial Code.

                              Notices

          .  A notice or other communication to a party under
this Agreement will be in writing (except that Entitlement Orders
may be given orally), will be sent to the party's address set
forth under its name below or to such other address as the party
may notify the other parties and will be effective on receipt.

                              Binding Effect

          .  This Agreement shall become effective when it shall
have been executed by the Grantor, the Secured Party and the
Securities Intermediary, and thereafter shall be binding upon and
inure to the benefit of the Grantor, the Secured Party and the
Securities Intermediary and their respective successors and
assigns.

                              Execution in Counterparts

          .  This Agreement may be executed in any number of
counterparts and by different parties hereto in separate
counterparts, each of which when so executed shall be deemed to
be an original and all of which taken together shall constitute
one and the same agreement.  Delivery of an executed counterpart
of a signature page to this Agreement by telecopier shall be
effective as delivery of an original executed counterpart of this
Agreement.

          IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed by their respective officers thereunto
duly authorized, as of the date first above written.



                                   [NAME OF GRANTOR]


                                   By
                                     Title:

                                   Address:


                                   Citicorp USA, Inc., as
                                      Collateral Agent


                                   By
                                     Title:

                                   Address:


                                   [NAME OF SECURITIES
                                     INTERMEDIARY]


                                   By
                                     Title:

                                   Address:

                                                 Exhibit E to the
                                               Security Agreement


                    FORM OF CONTROL AGREEMENT
                       (Commodity Account)


          CONTROL AGREEMENT dated as of ________, ____,
among____________, a ___________ (the "Grantor"), Citicorp USA,
Inc., as Collateral Agent (the "Secured Party"), and _________, a
_________ ("____________"), as commodity intermediary (the
"Commodity Intermediary").

PRELIMINARY STATEMENTS:

          (1)  The Grantor has granted the Secured Party a
     security interest (the "Security Interest") in account
     no. _______________ maintained by the Commodity Intermediary
     for the Grantor (the "Account").

          (2)  Terms defined in Article 8 or 9 of the Uniform
     Commercial Code in effect in the State of New York ("N.Y.
     Uniform Commercial Code") are used in this Agreement as such
     terms are defined in such Article 8 or 9.

          NOW, THEREFORE, in consideration of the premises and of
the mutual agreements contained herein, the parties hereto hereby
agree as follows:

          Section 2.     The Account

          .  The Commodity Intermediary represents and warrants
to, and agrees with, the Secured Party that:

             The Commodity Intermediary maintains the Account
             for the Grantor, and all commodity contracts held by the
             Commodity Intermediary for the account of the Grantor is, and
                              will continue to be, carried in the Account.

                                   The Account is a commodity
                              account. The Commodity Intermediary
                              is the commodity intermediary with
                              respect to the commodity contracts
                              carried from time to time in the
                              Account.  The Grantor is the
                              commodity customer with respect to
                              the commodity contracts carried
                              from time to time in the Account.

                                   The commodity intermediary's
                              jurisdiction with respect to the
                              Account is, and will continue to be
                              for so long as the Security
                              Interest shall be in effect, the
                              State of New York.

                                   Exhibit A attached hereto is a
                              statement of the commodity
                              contracts carried in the Account on
                              the date hereof.

                                   The Commodity Intermediary
                              does not know of any claim to or
                              interest in the Account or any
                              commodity contract carried in the
                              Account, except for claims and
                              interests of the parties referred
                              to in this Agreement.

                              Control by Secured Party

          .  The Commodity Intermediary will comply with all
notifications it receives directing it to apply any value
distributed on account of any commodity contract or contracts
carried in the Account (each an "Entitlement Order") or other
directions concerning the Account originated by the Secured Party
without further consent by the Grantor or any other person.

                              Grantor's Rights in Account

                                   Except as otherwise provided in
                              this Section 3, the Commodity
                              Intermediary will comply with
                              Entitlement Orders originated by the
                              Grantor without further consent by the
                              Secured Party.

                                   Until the Commodity
                              Intermediary receives a notice from
                              the Secured Party that the Secured
                              Party will exercise exclusive
                              control over the Account (a "Notice
                              of Exclusive Control"), the
                              Commodity Intermediary may act on
                              any directions originated by the
                              Grantor concerning the Account.

                                   The Commodity Intermediary
                              will not comply with any
                              Entitlement Order originated by the
                              Grantor that would require the
                              Commodity Intermediary to make a
                              free delivery to the Grantor or any
                              other person.

                                   If the Commodity Intermediary
                              receives from the Secured Party a
                              Notice of Exclusive Control, the
                              Commodity Intermediary will cease:

                                             complying with Entitlement
                                        Orders or other directions
                                        concerning the Account originated
                                        by the Grantor and

                                             distributing to the
                                        Grantor any value
                                        distributed on account of
                                        any commodity contract
                                        carried in the Account.

                              Priority of Secured
                         Party's Security Interest

          .    The Commodity Intermediary subordinates in favor
of the Secured Party any security interest, lien, or right of
setoff it may have, now or in the future, against the Account or
commodity contracts carried in the Account, except that the
Commodity Intermediary will retain its prior lien on commodity
contracts in the Account to secure payment for commodity
contracts purchased for the Account and normal commissions and
fees for the Account.

                 The Commodity Intermediary will not agree with any
                 third party that the Commodity Intermediary will comply with
                 Entitlement Orders originated by the third party.

                              Statements,
                         Confirmations, and Notices of
                         Adverse Claims

            The Commodity Intermediary will send copies of all
statements and confirmations for the Account simultaneously to
the Grantor and the Secured Party.

             When the Commodity Intermediary knows of any claim
             or interest in the Account or any commodity contracts carried in
             the Account other than the claims and interests of the parties
             referred to in this Agreement, the Commodity Intermediary will
             promptly notify the Secured Party and the Grantor of such claim
             or interest.

                              The Commodity Intermediary's
                         Responsibility

          .    The Commodity Intermediary will not be liable to
the Secured Party for complying with Entitlement Orders or other
directions concerning the Account from the Grantor that are
received by the Commodity Intermediary before the Commodity
Intermediary receives and has a reasonable opportunity to act on
a Notice of Exclusive Control.

              The Commodity Intermediary will not be liable to
              the Grantor for complying with a Notice of Exclusive Control or
              with an Entitlement Order or other direction concerning the
              Account originated by the Secured Party, even if the Grantor
              notifies the Commodity Intermediary that the Secured Party is not
              legally entitled to issue the Notice of Exclusive Control or
              Entitlement Order or such other direction unless the Commodity
              Intermediary takes the action after it is served with an
              injunction, restraining order, or other legal process enjoining
              it from doing so, issued by a court of competent jurisdiction,
              and had a reasonable opportunity to act on the injunction,
              restraining order or other legal process.

                                        This Agreement does not
                                   create any obligation of the
                                   Commodity Intermediary except
                                   for those expressly set forth
                                   in this Agreement.  In
                                   particular, the Commodity
                                   Intermediary need not
                                   investigate whether the
                                   Secured Party is entitled
                                   under the Secured Party's
                                   agreements with the Grantor to
                                   give an Entitlement Order or
                                   other direction concerning the
                                   Account or a Notice of
                                   Exclusive Control.  The
                                   Commodity Intermediary may
                                   rely on notices and
                                   communications it believes
                                   given by the appropriate
                                   party.

                              Indemnity

          .  The Grantor will indemnify the Commodity
Intermediary, its officers, directors, employees and agents
against claims, liabilities and expenses arising out of this
Agreement (including, without limitation, reasonable attorney's
fees and disbursements), except to the extent the claims,
liabilities or expenses are caused by the Commodity
Intermediary's gross negligence or willful misconduct as found by
a court of competent jurisdiction in a final non-appealable
judgment.

                              Termination; Survival

          .    Agreement by notice to the Commodity Intermediary
and the Grantor.  If the Secured Party notifies the Commodity
Intermediary that the Security Interest has terminated, this
Agreement will immediately terminate.

             The Commodity Intermediary may terminate this
             Agreement on 60 days' prior notice to the Secured Party and the
             Grantor, provided that before such termination the Commodity
             Intermediary and the Grantor shall make arrangements to transfer
             the commodity contracts carried in the Account to another
             commodity intermediary that shall have executed, together with
             the Grantor, a control agreement in favor of the Secured Party in
             respect of such commodity contracts in substantially the form of
             this Agreement or otherwise in form and substance satisfactory to
             the Secured Party.

                                        Sections 6 and 7 will
                                   survive termination of this
                                   Agreement.

                              Governing Law

          .  This Agreement and the Account will be governed by
the law of the State of New York and, to the extent applicable,
the Bankruptcy Code.  The Commodity Intermediary and the Grantor
may not change the law governing the Account without the Secured
Party's express prior written agreement.

                              Entire Agreement

          .  This Agreement is the entire agreement, and
supersedes any prior agreements, and contemporaneous oral
agreements, of the parties concerning its subject matter.

                              Amendments

          .  No amendment of, or waiver of a right under, this
Agreement will be binding unless it is in writing and signed by
the party to be charged.

                              Commodity Contracts

          .  The Commodity Intermediary agrees with the Secured
Party and the Grantor that, to the fullest extent permitted by
applicable law, all property carried from time to time in the
Account will be treated as commodity contracts under Article 8 of
the N.Y. Uniform Commercial Code.

                              Notices

          .  A notice or other communication to a party under
this Agreement will be in writing (except that Entitlement Orders
may be given orally), will be sent to the party's address set
forth under its name below or to such other address as the party
may notify the other parties and will be effective on receipt.

                              Binding Effect

          .  This Agreement shall become effective when it shall
have been executed by the Grantor, the Secured Party and the
Commodity Intermediary, and thereafter shall be binding upon and
inure to the benefit of the Grantor, the Secured Party and the
Commodity Intermediary and their respective successors and
assigns.

                              Execution in Counterparts

          .  This Agreement may be executed in any number of
counterparts and by different parties hereto in separate
counterparts, each of which when so executed shall be deemed to
be an original and all of which taken together shall constitute
one and the same agreement.  Delivery of an executed counterpart
of a signature page to this Agreement by telecopier shall be
effective as delivery of an original executed counterpart of this
Agreement.
          IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed by their respective officers thereunto
duly authorized, as of the date first above written.


                                   [NAME OF GRANTOR]


                                   By
                                     Title:

                                   Address:


                                   Citicorp USA, Inc., as
Collateral Agent


                                   By
                                     Title:

                                   Address:


                                   [NAME OF COMMODITIES
                                     INTERMEDIARY]


                                   By
                                     Title:

                                   Address:

                                                 Exhibit F to the
                                               Security Agreement

        FORM OF INTELLECTUAL PROPERTY SECURITY AGREEMENT


          This INTELLECTUAL PROPERTY SECURITY AGREEMENT (as
amended, amended and restated, supplemented or otherwise modified
from time to time, the "IP Security Agreement") dated June 2,
2000, is made by the Persons listed on the signature pages, each
a debtor and debtor-in-possession under Chapter 11 of the
Bankruptcy Code (other than the Non-Filing Subsidiaries) hereof
(collectively, the "Grantors") in favor of Citicorp USA, Inc., as
collateral agent (the "Collateral Agent") for the Secured Parties
(as defined in the Credit Agreement referred to below).

          WHEREAS, Specialty Retailers, Inc., a Texas
corporation, as Borrower, and Stage Stores, Inc., a Delaware
corporation, as Parent Guarantor, each a debtor and debtor in
possession under chapter 11 of the Bankruptcy Code, have entered
into a Credit Agreement dated as of June 2, 2000 (said Agreement,
as it may hereafter be amended, amended and restated,
supplemented or otherwise modified from time to time, being the
"Credit Agreement") with the Lender Parties party thereto.  Terms
defined in the Credit Agreement and not otherwise defined herein
are used herein as defined in the Credit Agreement.

          WHEREAS, as a condition precedent to the making of
Advances and the issuance of Letters of Credit by the Lender
Parties under the Credit Agreement from time to time, each
Grantor has executed and delivered that certain Security
Agreement dated June 2, 2000 made by the Grantors to the
Collateral Agent (as amended, amended and restated, supplemented
or otherwise modified from time to time, the "Security
Agreement").

          WHEREAS, under the terms of the Security Agreement,
Grantors have granted a security interest in, among other
property, certain intellectual property of the Grantors to the
Collateral Agent for the ratable benefit of the Secured Parties,
and have agreed as a condition thereof to execute this IP
Security Agreement covering such intellectual property for
recording with the U.S. Patent and Trademark Office, the United
States Copyright Office and other governmental authorities.

          NOW, THEREFORE, for good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged,
each Grantor agrees as follows:

          Section 3.     Grant of Security

          .  Each Grantor hereby grants to the Collateral Agent
for the ratable benefit of the Secured Parties a security
interest in and to all of such Grantor's right, title and
interest in and to the following (the "Collateral"):

           the United States, international, and foreign
           patents, patent applications and patent licenses set forth in
           Schedule A hereto (as such Schedule A may be supplemented from
           time to time by supplements to the Security Agreement and this IP
           Security Agreement, each such supplement being in substantially
           the form of Exhibit G to the Security Agreement (an "IP Security
           Agreement Supplement"), executed and delivered by such Grantor to
           the Collateral Agent from time to time), together with all
           reissues, divisions, continuations, continuations-in-part,
           extensions and reexaminations thereof, and all rights therein
           provided by international treaties or conventions (the
                                        "Patents");

                                             the United States
                                        and foreign trademark and
                                        service mark
                                        registrations,
                                        applications, and
                                        licenses set forth in
                                        Schedule B hereto (as
                                        such Schedule B may be
                                        supplemented from time to
                                        time by IP Security
                                        Agreement Supplements
                                        executed and delivered by
                                        such Grantor to the
                                        Collateral Agent from
                                        time to time) (the
                                        "Trademarks");

                                             the copyrights,
                                        United States and foreign
                                        copyright registrations
                                        and applications and
                                        copyright licenses set
                                        forth in Schedule C
                                        hereto (as such
                                        Schedule C may be
                                        supplemented from time to
                                        time by IP Security
                                        Agreement Supplements
                                        executed and delivered by
                                        such Grantor to the
                                        Collateral Agent from
                                        time to time) (the
                                        "Copyrights");

                                             any and all claims
                                        for damages for past,
                                        present and future
                                        infringement,
                                        misappropriation or
                                        breach with respect to
                                        the Patents, Trademarks
                                        and Copyrights, with the
                                        right, but not the
                                        obligation, to sue for
                                        and collect, or otherwise
                                        recover, such damages;
                                        and

                                             any and all proceeds
                                        of the foregoing.

                              Security for
                         Obligations

          .  The pledge and assignment of, and the grant of a
security interest in, the Collateral by each Grantor under this
IP Security Agreement secures the payment of all Obligations of
such Grantor now or hereafter existing under or in respect of the
Loan Documents, whether direct or indirect, absolute or
contingent, and whether for principal, reimbursement obligations,
interest, premiums, penalties, fees, indemnifications, contract
causes of action, costs, expenses or otherwise.  Without limiting
the generality of the foregoing, this IP Security Agreement
secures, as to each Grantor, the payment of all amounts that
constitute part of the Secured Obligations and that would be owed
by such Grantor to any Secured Party under the Loan Documents but
for the fact that such Secured Obligations are unenforceable or
not allowable due to the existence of a bankruptcy,
reorganization or similar proceeding involving a Loan Party.

                              Recordation

          .  Each Grantor authorizes and requests that the
Register of Copyrights, the Commissioner of Patents and
Trademarks and any other applicable government officer record
this IP Security Agreement.

                              Execution in Counterparts

          .  This Agreement may be executed in any number of
counterparts, each of which when so executed shall be deemed to
be an original and all of which taken together shall constitute
one and the same agreement.

                              Grants, Rights and Remedies

          .  This IP Security Agreement has been entered into in
conjunction with the provisions of the Security Agreement.  Each
Grantor does hereby acknowledge and confirm that the grant of the
security interest hereunder to, and the rights and remedies of,
the Collateral Agent with respect to the Collateral are more
fully set forth in the Security Agreement, the terms and
provisions of which are incorporated herein by reference as if
fully set forth herein.

                              Governing Law

          .  This IP Security Agreement shall be governed by, and
construed in accordance with, the laws of the State of New York
and, to the extent applicable, the Bankruptcy Code.
          IN WITNESS WHEREOF, each Grantor has caused this
Agreement to be duly executed and delivered by its officer
thereunto duly authorized as of the date first above written.


                                   SPECIALTY RETAILERS, INC.


                                   By /s/ John Wiesner
                                     Title: Chief Executive
                                     Officer

                                     Address for Notices:
                                     10201 Main Street, Houston,
                                     TX 77025


                                   STAGE STORES, INC.


                                   By /s/ John Wiesner
                                     Title: Chief Executive
                                     Officer

                                     Address for Notices:
                                     10201 Main Street, Houston,
                                         TX 77025



                                   SPECIALTY RETAILERS, INC. (NV)


                                   By /s/ John Wiesner
                                     Title: Chief Executive
                                     Officer

                                     Address for Notices:
                                     10201 Main Street, Houston,
                                         TX 77025

                                                 Exhibit G to the
                                               Security Agreement

   FORM OF INTELLECTUAL PROPERTY SECURITY AGREEMENT SUPPLEMENT


          This INTELLECTUAL PROPERTY SECURITY AGREEMENT
SUPPLEMENT (this "IP Security Agreement Supplement") dated
________, ____, is made by the Person listed on the signature
page hereof (the "Grantor") in favor of Citicorp USA, Inc., as
collateral agent (the "Collateral Agent") for the Secured Parties
(as defined in the Credit Agreement referred to below).

          WHEREAS, Specialty Retailers, Inc., a Texas
corporation, as Borrower, and Stage Stores, Inc., a Delaware
corporation, as Parent Guarantor, each a debtor and debtor in
possession under chapter 11 of the Bankruptcy Code, have entered
into a Credit Agreement dated as of June 2, 2000 (said Agreement,
as it may hereafter be amended, amended and restated,
supplemented or otherwise modified from time to time, being the
"Credit Agreement") with the Lender Parties party thereto.  Terms
defined in the Credit Agreement and not otherwise defined herein
are used herein as defined in the Credit Agreement.

          WHEREAS, pursuant to the Credit Agreement, the Grantor
and certain other Persons have executed and delivered that
certain Security Agreement dated June 2, 2000 made by the Grantor
and such other Persons to the Collateral Agent (as amended,
amended and restated, supplemented or otherwise modified from
time to time, the "Security Agreement").  To create a short form
version of the Security Agreement covering certain intellectual
property of the Grantor and such other Persons for recording with
the U.S. Patent and Trademark Office, the United States Copyright
Office and other governmental authorities, the Grantor and such
other Persons have executed and delivered that certain
Intellectual Property Security Agreement made by the Grantor and
such other Persons to the Collateral Agent dated June 2, 2000 (as
amended, amended and restated, supplemented or otherwise modified
from time to time, the "IP Security Agreement").

          WHEREAS, under the terms of the Security Agreement and
the IP Security Agreement, the Grantor has granted a security
interest in the Additional Collateral (as defined in Section 1
below) of the Grantor to the Collateral Agent for the ratable
benefit of the Secured Parties and has agreed as a condition
thereof to execute this IP Security Agreement Supplement for
recording with the U.S. Patent and Trademark Office, the United
States Copyright Office and other governmental authorities.

          NOW, THEREFORE, for good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the
Grantor agrees as follows:

          Section 4.     Confirmation of Grant of Security

          .  The Grantor hereby acknowledges and confirms the
grant of a security interest to the Collateral Agent for the
ratable benefit of the Secured Parties under the Security
Agreement and the IP Security Agreement in and to all of the
Grantor's right, title and interest in and to the following (the
"Additional Collateral"):

           The United States, international, and foreign
           patents, patent applications, and patent licenses set forth in
           Schedule A hereto, together with all reissues, divisions,
           continuations, continuations-in-part, extensions and
           reexaminations thereof, and all rights therein provided by
           international treaties or conventions (the "Patents");

                                             The United States
                                        and foreign trademark and
                                        service mark
                                        registrations,
                                        applications, and
                                        licenses set forth in
                                        Schedule B hereto (the
                                        "Trademarks");

                                             The copyrights,
                                        United States and foreign
                                        copyright registrations
                                        and applications and
                                        copyright licenses set
                                        forth in Schedule C
                                        hereto (the
                                        "Copyrights");

                                             any and all claims
                                        for damages for past,
                                        present and future
                                        infringement,
                                        misappropriation or
                                        breach with respect to
                                        the Patents, Trademarks
                                        and Copyrights, with the
                                        right, but not the
                                        obligation, to sue for
                                        and collect, or otherwise
                                        recover, such damages;
                                        and

                                             any and all proceeds
                                        of the foregoing.

                              Supplement to
                         Security Agreement and IP
                         Security Agreement

          .  Schedule V to the Security Agreement and Schedule[s]
[A,] [B and] [C] to the IP Security Agreement are each, effective
as of the date hereof, hereby supplemented to add to such
Schedules the Additional Collateral.

                              Recordation

          .  The Grantor authorizes and requests that the
Register of Copyrights, the Commissioner of Patents and
Trademarks and any other applicable government officer to record
this IP Security Agreement Supplement.

                              Governing Law

          .  This IP Security Agreement Supplement shall be
governed by, and construed in accordance with, the laws of the
State of New York and, to the extent applicable, the Bankruptcy
Code.
          IN WITNESS WHEREOF, the Grantor has caused this
Agreement to be duly executed and delivered by its officer
thereunto duly authorized as of the date first above written.


                                        [NAME OF GRANTOR]


                                        By
                                          Name:
                                          Title:

                                          Address for Notices:



                              [ADD ACKNOWLEDGMENT FORM IF NEEDED]
                                                 Exhibit H to the
                                               Security Agreement


            FORM OF CASH CONCENTRATION ACCOUNT LETTER



                                        _______________, ____

[Name and address
of Collateral Bank]

                    Specialty Retailers, Inc.

Gentlemen/women:

          Reference is made to (i) deposit account no. __________
(the "Cash Concentration Account") and (ii) deposit account
no. _________ (the "Operating Account"), in each case into which
certain monies, instruments and other properties are deposited
from time to time (collectively, the "Pledged Accounts")
maintained with you by Specialty Retailers, Inc. (the "Grantor").
Pursuant to the Security Agreement dated June 2, 2000 (as
amended, amended and restated, supplemented or otherwise modified
from time to time, the "Security Agreement"), the Grantor has
granted to Citicorp USA, Inc., as Collateral Agent (together with
any successor collateral agent appointed pursuant to Article VIII
of the Credit Agreement, the "Collateral Agent") for the Secured
Parties referred to in the Credit Agreement dated as of June 2,
2000, with the Grantor, a security interest in, and sole dominion
and control of, certain property of the Grantor, including, among
other things, the following (the "Account Collateral"):  each
Pledged Account, all funds held therein and all certificates and
instruments, if any, from time to time representing or evidencing
such Pledged Account, all interest, dividends, distributions,
cash, instruments and other property from time to time received,
receivable or otherwise distributed in respect of or in exchange
for any or all of the then existing Account Collateral and all
proceeds of any and all of the foregoing Account Collateral.  It
is a condition to the continued maintenance of the Pledged
Accounts with you that you agree to this letter agreement.

          By executing this letter agreement, you acknowledge
notice of, and consent to the grant of the security interest in,
and the pledge and assignment of, the Account Collateral to the
Collateral Agent for the benefit of the Secured Parties and you
confirm to the Collateral Agent that the description of the
Pledged Accounts set forth on Schedule I hereto is correct and
that you have not received any notice of any other security
interest in, pledge or assignment of, or other claim (other than
that of the Grantor) on, any of the Pledged Accounts.  Further,
you hereby agree with the Collateral Agent that:

            Notwithstanding anything to the contrary in any
            other agreement relating to any Pledged Account, each Pledged
            Account is and will be subject to the security interest, pledge
            and assignment created under the Security Agreement, will be
            maintained solely for the benefit of the Secured Parties, will
            have the title set forth opposite the account number therefor on
            Schedule I hereto and will be subject to written instructions
            only from an officer of the Collateral Agent.  Only the
            Collateral Agent is authorized to withdraw amounts from, to draw
            upon, or, except as otherwise set forth herein, to otherwise
            exercise any powers with respect to the Pledged Accounts (other
            than the Operating Account, as to which authorized signatories of
            the Borrower shall have such powers, subject to the terms and
            conditions of this letter agreement) and the funds deposited
            therein.  The Collateral Agent authorizes and directs that the
            sole signatories authorized to act on behalf of the Collateral
            Agent with respect to the Pledged Accounts are and shall be such
            officers of the Collateral Agent as the Collateral Agent may from
            time to time designate in a writing acceptable to you.  You may
            rely without liability on any such written designation, absent
            manifest error, unless and until you receive a written
            designation to the contrary.  Any such written designation shall
            include the specimen signature of each authorized officer of the
            Collateral Agent.

                                   You will collect mail from
                              each Pledged Account on each of
                              your business days at times that
                              coincide with the delivery of mail
                              thereto.

                                   You will follow your usual
                              operating procedures for the
                              handling of any remittance that
                              contains restrictive endorsements,
                              irregularities (such as a variance
                              between the written and numerical
                              amounts), undated or postdated
                              items, missing signatures,
                              incorrect payees, etc. received in
                              any Pledged Account.

                                   You will endorse and process
                              all eligible checks and other
                              remittance items not covered by
                              paragraph (c) and deposit such
                              checks and remittance items in the
                              Cash Concentration Accounts.

                                   You will maintain a record of
                              all checks and other remittance
                              items received in each Pledged
                              Account and, in addition to
                              providing the Grantor with
                              photostats, vouchers, enclosures,
                              etc. of such checks and remittance
                              items on a daily basis, furnish to
                              the Collateral Agent (i) a monthly
                              statement of each Pledged Account
                              and (ii) a daily collection and
                              check float report, to be mailed or
                              telecopied to the Collateral Agent
                              at:  Citicorp USA, Inc., 399 Park
                              Avenue, New York, New York 10043,
                              Telecopier No. __________,
                              Attention: __________.

                                   Unless the Collateral Agent
                              shall have made the request
                              referred to in paragraph (g) below:

                                             you will transfer amounts on
                                        deposit in the Cash Concentration
                                        Account to the Operating Account to
                                        the extent necessary to pay all
                                        checks drawn on, and all amounts
                                        otherwise withdrawn from, the
                                        Operating Account; provided,
                                        however, that in no event will the
                                        Grantor be permitted to withdraw
                                        any funds from the Cash
                                        Concentration Account; and

                                             you will from time
                                        to time (x) invest
                                        amounts on deposit in the
                                        Cash Concentration
                                        Account in such Cash
                                        Equivalents (as defined
                                        in the Credit Agreement,
                                        a copy of which
                                        definition has been
                                        furnished to you) in the
                                        name of the Collateral
                                        Agent as the Grantor may
                                        select and the Collateral
                                        Agent may approve, and
                                        (y) invest interest paid
                                        on the Cash Equivalents
                                        referred to in clause (x)
                                        above, and reinvest other
                                        proceeds of any such Cash
                                        Equivalents that may
                                        mature or be sold, in
                                        each case in such Cash
                                        Equivalents in the name
                                        of the Collateral Agent
                                        as the Borrower may
                                        select and the Collateral
                                        Agent may approve.
                                        Interest and proceeds
                                        that are not invested or
                                        reinvested in Cash
                                        Equivalents as provided
                                        above shall be deposited
                                        and held in the Cash
                                        Concentration Account.
                                        In addition, the
                                        Collateral Agent has the
                                        right at any time to
                                        direct you to exchange
                                        such Cash Equivalents for
                                        similar Cash Equivalents
                                        of smaller or larger
                                        denominations, or for
                                        other Cash Equivalents,
                                        and you agree to comply
                                        with any such direction.

                                   Upon the written
                              request of the Collateral
                              Agent to you, you will
                              transfer, in same day
                              funds, on each of your
                              business days thereafter
                              until the Collateral
                              Agent withdraws such
                              request in writing (in
                              which case the provisions
                              of paragraph (g) shall
                              again become operative),
                              all amounts collected
                              from or on deposit in the
                              Pledged Accounts (or such
                              lesser amounts as the
                              Collateral Agent shall
                              direct) on such day to
                              the following account
                              (the "Collateral
                              Account"):

               Specialty Retailers, Inc.
               Account No. ________
               ______________
               ______________
               ______________
               Attention:  ______________

     Each such transfer of funds shall neither comprise only part
     of a remittance nor reflect the rounding off of any funds so
     transferred.

          All transfers referred to in paragraph (g) above shall
          be made by you irrespective of, and without deduction for,
          any counterclaim, defense, recoupment or set-off and shall
          be final, and you will not seek to recover from the
          Collateral Agent for any reason any such payment once made.

                                   All service charges and fees
                              with respect to any Pledged Account
                              shall be payable by the Grantor,
                              and deposited checks returned for
                              any reason shall not be charged to
                              the applicable Pledged Account.

                                   The Collateral Agent shall be
                              entitled to exercise any and all
                              rights of the Grantor in respect of
                              the Pledged Accounts and the other
                              Account Collateral in accordance
                              with the terms of the Security
                              Agreement, and you shall comply in
                              all respects with such exercise.

          You hereby represent and warrant that the person
executing this letter agreement on your behalf is duly authorized
to do so.

          No amendment or waiver of any provision of this letter
agreement, nor consent to any departures by you or the Grantor
herefrom, shall be effective unless the same shall be in writing
as signed by you, the Grantor and the Collateral Agent.

          This letter agreement shall be binding upon you and
your successors and assigns and shall inure to the benefit of the
Secured Parties and their successors, transferees and assigns.
You may terminate this letter agreement upon thirty days' prior
written notice to the Grantor and the Collateral Agent.  Upon
such termination you shall close the Pledged Accounts and
transfer all funds in the Pledged Accounts to the Collateral
Account or another account as instructed by the Collateral Agent
at such time.  After any such termination, you shall nonetheless
remain obligated promptly to transfer to the Collateral Account
or to such other account as instructed by the Collateral Agent at
such time all funds and other property received in respect of the
Pledged Accounts.

          This letter agreement may be executed in any number of
counterparts and by different parties hereto in separate
counterparts, each of which when so executed shall be deemed to
be an original and all of which when taken together shall
constitute one and the same agreement.  Delivery of an executed
counterpart of a signature page to this letter agreement by
telecopier shall be effective as delivery of an original executed
counterpart of this letter agreement.

          Please indicate your acknowledgment of and agreement to
the provisions of this letter agreement by signing in the
appropriate space provided below and returning this letter
agreement to ________________, _______________, __________,
________ ______, Telecopier No.: (212) ___-____, Attention:
________________.  If you elect to deliver this letter agreement
by telecopier, please arrange for the executed original to follow
by next-day courier.

          This letter agreement shall be governed by, and
construed in accordance with, the laws of the State of New York
and, to the extent applicable, the Bankruptcy Code.

                                   Very truly yours,

                                   SPECIALTY RETAILERS, INC.


                                   By
                                     Title:


                                   CITICORP USA, INC., as
                                   Collateral Agent


                                   By
                                     Title:


Acknowledged and agreed to as of
the date first above written:

[NAME OF COLLATERAL BANK]

By   _________________________
                                                           Title:


                                                Schedule I to the
                                Cash Concentration Account Letter


Account Number           Account Name




                                                     EXHIBIT E TO
                                             THE CREDIT AGREEMENT
                                                  CONFORMED COPY,
                                           AS SEPARATELY EXECUTED






                       SUBSIDIARY GUARANTY

                    Dated as of June 2, 2000

                              From

                   THE GUARANTORS NAMED HEREIN

                               and

          THE ADDITIONAL GUARANTORS REFERRED TO HEREIN

                          as Guarantors

                           in favor of

               THE SECURED PARTIES REFERRED TO IN
             THE CREDIT AGREEMENT REFERRED TO HEREIN

                T A B L E   O F   C O N T E N T S



Section                                                      Page


Section 1.                     Guaranty; Limitation of Liability 1

Section 2.                                     Guaranty Absolute 2

Section 3.                           Waivers and Acknowledgments 3

Section 4.                                           Subrogation 4

Section 5.                Payments Free and Clear of Taxes, Etc. 4

Section 6.                        Representations and Warranties 6

Section 7.                                             Covenants 6

Section 8.                Amendments, Guaranty Supplements, Etc. 6

Section 9.                                         Notices, Etc. 7

Section 10.                                  No Waiver; Remedies 7

Section 11.                                     Right of Set-off 7

Section 12.                                      Indemnification 7

Section 13.                                        Subordination 8

Section 14.Continuing Guaranty; Assignments under the Credit Agreement     9

Section 15.                            Execution in Counterparts 9

Section 16.Governing Law; Jurisdiction; Waiver of Jury Trial, Etc.    9




Exhibit A  -  Guaranty Supplement




                       SUBSIDIARY GUARANTY


          SUBSIDIARY GUARANTY dated as of June 2, 2000 made by
the Persons listed on the signature pages hereof under the
caption "Subsidiary Guarantors", each a debtor and
debtor-in-possession under Chapter 11 of the U.S. Bankruptcy Code
(11 U.S.C. 101 et seq; the "Bankruptcy Code") (other than the
Non-Filing Subsidiaries, as such term is defined in the Credit
Agreement referred to below) and the Additional Guarantors (as
defined in Section 8(b)) (such Persons so listed and the
Additional Guarantors being, collectively, the "Guarantors" and,
individually, each a "Guarantor") in favor of the Secured Parties
(as defined in the Credit Agreement referred to below).

          PRELIMINARY STATEMENT.  Specialty Retailers, Inc., a
Texas corporation (the "Borrower"), and Stage Stores, Inc., a
Delaware corporation (the "Parent Guarantor"), each a debtor and
debtor in possession under chapter 11 of the Bankruptcy Code,
have entered into a certain Credit Agreement dated as of June 2,
2000 (as amended, amended and restated, supplemented or otherwise
modified from time to time, the "Credit Agreement"; the
capitalized terms defined therein and not otherwise defined
herein being used herein as therein defined) with certain Lender
Parties party thereto and Citicorp USA, Inc., as Administrative
Agent and Collateral Agent for such Lender Parties.  Each
Guarantor may receive, directly or indirectly, a portion of the
proceeds of the Advances under the Credit Agreement and will
derive substantial direct and indirect benefits from the
transactions contemplated by the Credit Agreement.  It is a
condition precedent to the making of Advances and the issuance of
Letters of Credit by the Lender Parties under the Credit
Agreement from time to time that each Guarantor shall have
executed and delivered this Guaranty.

          NOW, THEREFORE, in consideration of the premises and in
order to induce the Lender Parties to make Advances and to issue
Letters of Credit under the Credit Agreement from time to time,
each Guarantor, jointly and severally with each other Guarantor,
hereby agrees as follows:

        ARTICLE 48     GUARANTY; LIMITATION OF LIABILITY



          .  SECTION 48.01  Each Guarantor hereby absolutely,
unconditionally and irrevocably guarantees the punctual payment
when due, whether at scheduled maturity or on any date of a
required prepayment or by acceleration, demand or otherwise, of
all Obligations of each other Loan Party now or hereafter
existing under or in respect of the Loan Documents, the Interim
Order or the Final Order (including, without limitation, any
extensions, modifications, substitutions, amendments or renewals
of any or all of the foregoing Obligations), whether direct or
indirect, absolute or contingent, and whether for principal,
interest, premiums, fees, indemnities, contract causes of action,
costs, expenses or otherwise (such Obligations being the
"Guaranteed Obligations"), and agrees to pay any and all expenses
(including, without limitation, fees and expenses of counsel)
incurred by the Administrative Agent or any other Secured Party
in enforcing any rights under this Guaranty or any other Loan
Document.  Without limiting the generality of the foregoing, each
Guarantor's liability shall extend to all amounts that constitute
part of the Guaranteed Obligations and would be owed by any other
Loan Party to any Secured Party under or in respect of the Loan
Documents but for the fact that they are unenforceable or not
allowable due to the existence of a bankruptcy, reorganization or
similar proceeding involving such other Loan Party.

          SECTION 48.02  Each Guarantor, and by its acceptance of this
Guaranty, the Administrative Agent and each other Secured Party,
hereby confirms that it is the intention of all such Persons that
this Guaranty and the Obligations of each Guarantor hereunder not
constitute a fraudulent transfer or conveyance for purposes of
Bankruptcy Law (as hereinafter defined), the Uniform Fraudulent
Conveyance Act, the Uniform Fraudulent Transfer Act or any
similar foreign, federal or state law to the extent applicable to
this Guaranty and the Obligations of each Guarantor hereunder.
To effectuate the foregoing intention, the Administrative Agent,
the other Secured Parties and the Guarantors hereby irrevocably
agree that the Obligations of each Guarantor under this Guaranty
at any time shall be limited to the maximum amount as will result
in the Obligations of such Guarantor under this Guaranty not
constituting a fraudulent transfer or conveyance.  For purposes
hereof, "Bankruptcy Law" means any proceeding (other than with
respect to the Cases) of the type referred to in Section 6.01(i)
of the Credit Agreement, the Bankruptcy Code, or any similar
foreign, federal or state law for the relief of debtors.

SECTION 48.03  Each Guarantor hereby unconditionally and
irrevocably agrees that in the event any payment shall be
required to be made to any Secured Party under this Guaranty or
the Parent Guaranty or any other guaranty, such Guarantor will
contribute, to the maximum extent permitted by law, such amounts
to each other Guarantor and the Parent Guarantor and each other
guarantor so as to maximize the aggregate amount paid to the
Secured Parties under or in respect of the Loan Documents.
SECTION 48.04  This Guaranty shall, in the case of each Guarantor
which is a debtor in a Case, be subject to the approval of the
Bankruptcy Court.
                ARTICLE 49     GUARANTY ABSOLUTE



          .  Each Guarantor guarantees that the Guaranteed
Obligations will be paid strictly in accordance with the terms of
the Loan Documents, regardless of any law, regulation or order
now or hereafter in effect in any jurisdiction affecting any of
such terms or the rights of any Secured Party with respect
thereto.  The Obligations of each Guarantor under or in respect
of this Guaranty are independent of the Guaranteed Obligations or
any other Obligations of any other Loan Party under or in respect
of the Loan Documents, and a separate action or actions may be
brought and prosecuted against each Guarantor to enforce this
Guaranty, irrespective of whether any action is brought against
the Borrower or any other Loan Party or whether the Borrower or
any other Loan Party is joined in any such action or actions.
Upon the Guaranteed Obligations becoming due and payable (by
acceleration or otherwise), the Lender Parties shall be entitled
to immediate payment of such Guaranteed Obligations by each
Guarantor upon written demand by the Administrative Agent,
without further application to or order of the Bankruptcy Court.
For purposes hereof, the Guaranteed Obligations shall be due and
payable when the same shall be due and payable under the terms of
the Loan Documents, notwithstanding the fact that the collection
or enforcement thereof may be stayed or enjoined under the
Bankruptcy Code or other applicable law.  The liability of each
Guarantor under this Guaranty shall be irrevocable, absolute and
unconditional irrespective of, and each Guarantor hereby
irrevocably waives any defenses it may now have or hereafter
acquire in any way relating to, any or all of the following:

          SECTION 49.01  any lack of validity or enforceability of any Loan
     Document, the Interim Order, the Final Order or any agreement or
     instrument relating thereto;

SECTION 49.02  any change in the time, manner or place of payment
of, or in any other term of, all or any of the Guaranteed
Obligations or any other Obligations of any other Loan Party
under or in respect of the Loan Documents, or any other amendment
or waiver of or any consent to departure from any Loan Document,
including, without limitation, any increase in the Guaranteed
Obligations resulting from the extension of additional credit to
any Loan Party or any of its Subsidiaries or otherwise;
SECTION 49.03  any taking, exchange, release or non-perfection of
any Collateral or any other collateral, or any taking, release or
amendment or waiver of, or consent to departure from, any other
guaranty, for all or any of the Guaranteed Obligations;
SECTION 49.04  any manner of application of Collateral or any
other collateral, or proceeds thereof, to all or any of the
Guaranteed Obligations, or any manner of sale or other
disposition of any Collateral or any other collateral for all or
any of the Guaranteed Obligations or any other Obligations of any
Loan Party under the Loan Documents or any other assets of any
Loan Party or any of its Subsidiaries;
SECTION 49.05  any change, restructuring or termination of the
corporate structure or existence of any Loan Party or any of its
Subsidiaries;
SECTION 49.06  any failure of any Secured Party to disclose to
any Loan Party any information relating to the business,
condition (financial or otherwise), operations, performance,
properties or prospects of any other Loan Party now or hereafter
known to such Secured Party (each Guarantor waiving any duty on
the part of the Secured Parties to disclose such information);
SECTION 49.07  the failure of any other Person to execute or
deliver this Guaranty, any Guaranty Supplement (as hereinafter
defined) or any other guaranty or agreement or the release or
reduction of liability of any Guarantor or other guarantor or
surety with respect to the Guaranteed Obligations; or
SECTION 49.08  any other circumstance (including, without
limitation, any statute of limitations) or any existence of or
reliance on any representation by any Secured Party that might
otherwise constitute a defense available to, or a discharge of,
any Loan Party or any other guarantor or surety.
          This Guaranty shall continue to be effective or be
reinstated, as the case may be, if at any time any payment of any
of the Guaranteed Obligations is rescinded or must otherwise be
returned by any Secured Party or any other Person, whether upon
the insolvency, bankruptcy or reorganization of the Borrower or
any other Loan Party (other than with respect to the Cases) or
otherwise, all as though such payment had not been made.

           ARTICLE 50     WAIVERS AND ACKNOWLEDGMENTS



          .  SECTION 50.01  Each Guarantor hereby unconditionally
and irrevocably waives promptness, diligence, notice of
acceptance, presentment, demand for performance, notice of
nonperformance, default, acceleration, protest or dishonor and
any other notice with respect to any of the Guaranteed
Obligations and this Guaranty and any requirement that any
Secured Party protect, secure, perfect or insure any Lien or any
property subject thereto or exhaust any right or take any action
against any Loan Party or any other Person or any Collateral.

          SECTION 50.02  Each Guarantor hereby unconditionally and
irrevocably waives any right to revoke this Guaranty and
acknowledges that this Guaranty is continuing in nature and
applies to all Guaranteed Obligations, whether existing now or in
the future.

SECTION 50.03  Each Guarantor hereby unconditionally and
irrevocably waives (i) any defense arising by reason of any claim
or defense based upon an election of remedies by any Secured
Party that in any manner impairs, reduces, releases or otherwise
adversely affects the subrogation, reimbursement, exoneration,
contribution or indemnification rights of such Guarantor or other
rights of such Guarantor to proceed against any of the other Loan
Parties, any other guarantor or any other Person or any
Collateral and (ii) any defense based on any right of set-off or
counterclaim against or in respect of the Obligations of such
Guarantor hereunder.
SECTION 50.04  Each Guarantor acknowledges that the Collateral
Agent may, without notice to or demand upon such Guarantor and
without affecting the liability of such Guarantor under this
Guaranty, foreclose under any mortgage by nonjudicial sale, and
each Guarantor hereby waives any defense to the recovery by the
Collateral Agent and the other Secured Parties against such
Guarantor of any deficiency after such nonjudicial sale and any
defense or benefits that may be afforded by applicable law.
SECTION 50.05  Each Guarantor hereby unconditionally and
irrevocably waives any duty on the part of any Secured Party to
disclose to such Guarantor any matter, fact or thing relating to
the business, condition (financial or otherwise), operations,
performance, properties or prospects of any other Loan Party or
any of its Subsidiaries now or hereafter known by such Secured
Party.
SECTION 50.06  Each Guarantor acknowledges that it will receive
substantial direct and indirect benefits from the financing
arrangements contemplated by the Loan Documents and that the
waivers set forth in Section 2 and this Section 3 are knowingly
made in contemplation of such benefits.
                   ARTICLE 51     SUBROGATION



          .  Each Guarantor hereby unconditionally and
irrevocably agrees not to exercise any rights that it may now
have or hereafter acquire against the Borrower, any other Loan
Party or any other insider guarantor that arise from the
existence, payment, performance or enforcement of such
Guarantor's Obligations under or in respect of this Guaranty or
any other Loan Document, including, without limitation, any right
of subrogation, reimbursement, exoneration, contribution or
indemnification and any right to participate in any claim or
remedy of any Secured Party against the Borrower, any other Loan
Party or any other insider guarantor or any Collateral, whether
or not such claim, remedy or right arises in equity or under
contract, statute or common law, including, without limitation,
the right to take or receive from the Borrower, any other Loan
Party or any other insider guarantor, directly or indirectly, in
cash or other property or by set-off or in any other manner,
payment or security on account of such claim, remedy or right,
unless and until all of the Guaranteed Obligations and all other
amounts payable under this Guaranty shall have been paid in full
in cash, all Letters of Credit and the Commitments shall have
expired or been terminated.  If any amount shall be paid to any
Guarantor in violation of the immediately preceding sentence at
any time prior to the latest of (a) the payment in full in cash
of the Guaranteed Obligations and all other amounts payable under
this Guaranty, (b) the Termination Date and (c) the latest date
of expiration or termination of all Letters of Credit such amount
shall be received and held in trust for the benefit of the
Secured Parties, shall be segregated from other property and
funds of such Guarantor and shall forthwith be paid or delivered
to the Administrative Agent in the same form as so received (with
any necessary endorsement or assignment) to be credited and
applied to the Guaranteed Obligations and all other amounts
payable under this Guaranty, whether matured or unmatured, in
accordance with the terms of the Loan Documents, or to be held as
Collateral for any Guaranteed Obligations or other amounts
payable under this Guaranty thereafter arising.  If (i) any
Guarantor shall make payment to any Secured Party of all or any
part of the Guaranteed Obligations, (ii) all of the Guaranteed
Obligations and all other amounts payable under this Guaranty
shall have been paid in full in cash, (iii) the Termination Date
shall have occurred and (iv) all Letters of Credit, the Secured
Parties will, at such Guarantor's request and expense, execute
and deliver to such Guarantor appropriate documents, without
recourse and without representation or warranty, necessary to
evidence the transfer by subrogation to such Guarantor of an
interest in the Guaranteed Obligations resulting from such
payment made by such Guarantor pursuant to this Guaranty.

      ARTICLE 52     PAYMENTS FREE AND CLEAR OF TAXES, ETC.



            SECTION 52.01  Any and all payments made by any
Guarantor under or in respect of this Guaranty or any other Loan
Document shall be made, in accordance with Section 2.11 of the
Credit Agreement, free and clear of and without deduction for any
and all present or future Taxes.  If any Guarantor shall be
required by law to deduct any Taxes from or in respect of any sum
payable under or in respect of this Guaranty or any other Loan
Document to any Secured Party, (i) the sum payable by such
Guarantor shall be increased as may be necessary so that after
such Guarantor and the Administrative Agent have made all
required deductions (including deductions applicable to
additional sums payable under this Section 5), such Secured Party
receives an amount equal to the sum it would have received had no
such deductions been made, (ii) such Guarantor shall make all
such deductions and (iii) such Guarantor shall pay the full
amount deducted to the relevant taxation authority or other
authority in accordance with applicable law.

          SECTION 52.02  In addition, each Guarantor agrees to pay any
present or future Other Taxes that arise from any payment made by
or on behalf of such Guarantor under or in respect of this
Guaranty or any other Loan Document or from the execution,
delivery or registration of, performance under, or otherwise with
respect to, this Guaranty and the other Loan Documents.

SECTION 52.03  Each Guarantor will indemnify each Secured Party
for and hold it harmless against the full amount of Taxes and
Other Taxes, and for the full amount of taxes of any kind imposed
by any jurisdiction on amounts payable under this Section 5,
imposed on or paid by such Secured Party and any liability
(including penalties, additions to tax, interest and expenses)
arising therefrom or with respect thereto.  This indemnification
shall be made within 30 days from the date such Secured Party
makes written demand therefor.
SECTION 52.04  Within 30 days after the date of any payment of
Taxes by or on behalf of any Guarantor, such Guarantor shall
furnish to the Administrative Agent, at its address referred to
in Section 9, the original or a certified copy of a receipt
evidencing such payment.  In the case of any payment hereunder by
or on behalf of any Guarantor through an account or branch
outside the United States or by or on behalf of such Guarantor by
a payor that is not a United States person, if such Guarantor
determines that no Taxes are payable in respect thereof, such
Guarantor shall furnish, or shall cause such payor to furnish, in
either case, to the Administrative Agent, at such address, a
certificate from each appropriate taxing authority or authorities
and an opinion of counsel acceptable to the Administrative Agent
stating that such payment is exempt from Taxes.  For purposes of
subsections (d) and (e) of this Section 5, the terms "United
States" and "United States person" shall have the meanings
specified in Section 7701 of the Internal Revenue Code.
SECTION 52.05  Upon the reasonable request in writing of any
Guarantor, each Secured Party organized under the laws of a
jurisdiction outside the United States shall, on or prior to the
date of its execution and delivery of the Credit Agreement in the
case of each Initial Lender or Initial Issuing Bank, as the case
may be, and on or prior to the date of the Assignment and
Acceptance pursuant to which it becomes a Secured Party in the
case of each other Secured Party, and from time to time
thereafter upon the reasonable request in writing by any
Guarantor (but only so long thereafter as such Secured Party
remains lawfully able to do so), provide each of the
Administrative Agent and such Guarantor with two original
Internal Revenue Service forms 1001 or 4224 or (in the case of a
Secured Party that has certified in writing to the Administrative
Agent that it is not a "bank" as defined in Section 881(c)(3)(A)
of the Internal Revenue Code) form W-8 (and, if such Secured
Party delivers a form W-8, a certificate representing that such
Secured Party is not a "bank" for purposes of Section 881(c) of
the Internal Revenue Code, is not a 10-percent shareholder
(within the meaning of Section 871(h)(3)(B) of the Internal
Revenue Code) of the Borrower and is not a controlled foreign
corporation related to the Borrower (within the meaning of
Section 864(d)(4) of the Internal Revenue Code)), as appropriate,
or any successor or other form prescribed by the Internal Revenue
Service, certifying that such Secured Party is exempt from or
entitled to a reduced rate of United States withholding tax on
payments under the Credit Agreement or the Notes or, in the case
of a Secured Party providing a form W-8, certifying that such
Secured Party is a foreign corporation, partnership, estate or
trust.  If the forms provided by a Secured Party at the time such
Secured Party first becomes a party to the Credit Agreement
indicate a United States interest withholding tax rate in excess
of zero, withholding tax at such rate shall be considered
excluded from Taxes unless and until such Secured Party provides
the appropriate form certifying that a lesser rate applies,
whereupon withholding tax at such lesser rate only shall be
considered excluded from Taxes for periods governed by such
forms; provided, however, that if, in the case of a Secured Party
becoming a party to the Credit Agreement, at the date of the
Assignment and Acceptance pursuant to which a Secured Party
becomes a party to the Credit Agreement, the Secured Party
assignor was entitled to payments under subsection (a) of this
Section 5 in respect of United States withholding tax with
respect to interest paid at such date, then, to such extent, the
term Taxes shall include (in addition to withholding taxes that
may be imposed in the future or other amounts otherwise
includable in Taxes) United States withholding tax, if any,
applicable with respect to the Secured Party assignee on such
date.  If any form or document referred to in this subsection (e)
and requested by any Guarantor pursuant to this subsection (e)
requires the disclosure of information, other than information
necessary to compute the tax payable and information required on
the date hereof by Internal Revenue Service form 1001, 4224 or
W-8 (or the related certificate described above), that the
applicable Secured Party reasonably considers to be confidential,
such Secured Party shall give notice thereof to the applicable
Guarantor and shall not be obligated to include in such form or
document such confidential information.
SECTION 52.06  For any period with respect to which a Secured
Party has failed to provide any Guarantor following such
Guarantor's request therefor pursuant to subsection (e) above
with the appropriate form described in subsection (e) above
(other than if such failure is due to a change in law occurring
after the date on which a form originally was required to be
provided or if such form otherwise is not required under
subsection (e) above), such Secured Party shall not be entitled
to indemnification under subsection (a) or (c) of this Section 5
with respect to Taxes imposed by the United States by reason of
such failure; provided, however, that should a Secured Party
become subject to Taxes because of its failure to deliver a form
required hereunder, such Guarantor shall take such steps as such
Secured Party shall reasonably request to assist such Secured
Party to recover such Taxes.
          ARTICLE 53     REPRESENTATIONS AND WARRANTIES



          .  Each Guarantor hereby makes each representation and
warranty made in the Loan Documents by the Borrower with respect
to such Guarantor and each Guarantor hereby further represents
and warrants as follows:

          SECTION 53.01  There are no conditions precedent to the
     effectiveness of this Guaranty that have not been satisfied or
     waived.

SECTION 53.02  Such Guarantor has, independently and without
reliance upon any Secured Party and based on such documents and
information as it has deemed appropriate, made its own credit
analysis and decision to enter into this Guaranty and each other
Loan Document to which it is or is to be a party, and such
Guarantor has established adequate means of obtaining from each
other Loan Party on a continuing basis information pertaining to,
and is now and on a continuing basis will be completely familiar
with, the business, condition (financial or otherwise),
operations, performance, properties and prospects of such other
Loan Party.
                    ARTICLE 54     COVENANTS



          .  Each Guarantor covenants and agrees that, so long as
any part of the Guaranteed Obligations shall remain unpaid, any
Letter of Credit shall be outstanding, any Lender Party shall
have any Commitment, such Guarantor will perform and observe, and
cause each of its Subsidiaries to perform and observe, all of the
terms, covenants and agreements set forth in the Loan Documents
on its or their part to be performed or observed or that the
Borrower has agreed to cause such Guarantor or such Subsidiaries
to perform or observe.

      ARTICLE 55     AMENDMENTS, GUARANTY SUPPLEMENTS, ETC.



            SECTION 55.01  No amendment or waiver of any
provision of this Guaranty and no consent to any departure by any
Guarantor therefrom shall in any event be effective unless the
same shall be in writing and signed by the Administrative Agent
and the Required Lenders, and then such waiver or consent shall
be effective only in the specific instance and for the specific
purpose for which given; provided, however, that no amendment,
waiver or consent shall, unless in writing and signed by all of
the Secured Parties (other than any Lender Party that is, at such
time, a Defaulting Lender), (a) reduce or limit the obligations
of any Guarantor hereunder, release any Guarantor hereunder or
otherwise limit any Guarantor's liability with respect to the
Obligations owing to the Secured Parties under or in respect of
the Loan Documents (b) postpone any date fixed for payment
hereunder or (c) change the number of Secured Parties or the
percentage of (x) the Commitments, (y) the aggregate unpaid
principal amount of the Advances or (z) the aggregate Available
Amount of outstanding Letters of Credit that, in each case, shall
be required for the Secured Parties or any of them to take any
action hereunder.

          (b)  Upon the execution and delivery by any Person of a
guaranty supplement in substantially the form of Exhibit A hereto
(each, a "Guaranty Supplement"), (i) such Person shall be
referred to as an "Additional Guarantor" and shall become and be
a Guarantor hereunder, and each reference in this Guaranty to a
"Guarantor" shall also mean and be a reference to such Additional
Guarantor, and each reference in any other Loan Document to a
"Subsidiary Guarantor" shall also mean and be a reference to such
Additional Guarantor, and (ii) each reference herein to "this
Guaranty", "hereunder", "hereof" or words of like import
referring to this Guaranty, and each reference in any other Loan
Document to the "Subsidiary Guaranty", "thereunder", "thereof" or
words of like import referring to this Guaranty, shall mean and
be a reference to this Guaranty as supplemented by such Guaranty
Supplement.

                  ARTICLE 56     NOTICES, ETC.



            All notices and other communications provided for
hereunder shall be in writing (including telegraphic, telecopy or
telex communication) and mailed, telegraphed, telecopied, telexed
or delivered to it, if to any Guarantor, addressed to it in care
of the Borrower at the Borrower's address specified in Section
9.02 of the Credit Agreement, if to any Agent or any Lender
Party, at its address specified in Section 9.02 of the Credit
Agreement, or, as to any party, at such other address as shall be
designated by such party in a written notice to each other party.
All such notices and other communications shall, when mailed,
telegraphed, telecopied or telexed, be effective when deposited
in the mails, delivered to the telegraph company, transmitted by
telecopier or confirmed by telex answerback, respectively.
Delivery by telecopier of an executed counterpart of a signature
page to any amendment or waiver of any provision of this Guaranty
or of any Guaranty Supplement to be executed and delivered
hereunder shall be effective as delivery of an original executed
counterpart thereof.

               ARTICLE 57     NO WAIVER; REMEDIES



          .  No failure on the part of any Secured Party to
exercise, and no delay in exercising, any right hereunder shall
operate as a waiver thereof; nor shall any single or partial
exercise of any right hereunder preclude any other or further
exercise thereof or the exercise of any other right.  The
remedies herein provided are cumulative and not exclusive of any
remedies provided by law.

                 ARTICLE 58     RIGHT OF SET-OFF



          .  Upon (a) the occurrence and during the continuance
of any Event of Default and (b) the making of the request or the
granting of the consent specified by Section 6.01 of the Credit
Agreement to authorize the Administrative Agent to declare the
Notes due and payable pursuant to the provisions of said Section
6.01, each Agent and each Lender Party and each of their
respective Affiliates is hereby authorized at any time and from
time to time, to the fullest extent permitted by law and without
further order of the Bankruptcy Court, to set off and apply any
and all deposits (general or special, time or demand, provisional
or final) at any time held and other indebtedness at any time
owing by such Agent, such Lender Party or such Affiliate to or
for the credit or the account of any Guarantor against any and
all of the Obligations of such Guarantor now or hereafter
existing under the Loan Documents, irrespective of whether such
Agent or such Lender Party shall have made any demand under this
Guaranty or any other Loan Document and although such Obligations
may be unmatured.  Each Agent and each Lender Party agrees
promptly to notify such Guarantor after any such set-off and
application; provided, however, that the failure to give such
notice shall not affect the validity of such set-off and
application.  The rights of each Agent and each Lender Party and
their respective Affiliates under this Section are in addition to
other rights and remedies (including, without limitation, other
rights of set-off) that such Agent, such Lender Party and their
respective Affiliates may have.

                 ARTICLE 59     INDEMNIFICATION



          .  SECTION 59.01  Without limitation on any other
Obligations of any Guarantor or remedies of the Secured Parties
under this Guaranty, each Guarantor shall, to the fullest extent
permitted by law, indemnify, defend and save and hold harmless
each Secured Party and each of their Affiliates and their
respective officers, directors, employees, agents and advisors
(each, an "Indemnified Party") from and against, and shall pay on
demand, any and all claims, damages, losses, liabilities and
expenses (including, without limitation, reasonable fees and
expenses of counsel) that may be incurred by or asserted or
awarded against any Indemnified Party in connection with or as a
result of any failure of any Guaranteed Obligations to be the
legal, valid and binding obligations of any Loan Party
enforceable against such Loan Party in accordance with their
terms.

          SECTION 59.02  Each Guarantor hereby also agrees that none of the
Indemnified Parties shall have any liability (whether direct or
indirect, in contract, tort or otherwise) to any of the
Guarantors or any of their respective Affiliates or any of their
respective officers, directors, employees, agents and advisors,
and each Guarantor hereby agrees not to assert any claim against
any Indemnified Party on any theory of liability, for special,
indirect, consequential or punitive damages arising out of or
otherwise relating to the Facilities, the actual or proposed use
of the proceeds of the Advances or the Letters of Credit, the
Transaction Documents or any of the transactions contemplated by
the Transaction Documents.

SECTION 59.03  Without prejudice to the survival of any of the
other agreements of any Guarantor under this Guaranty or any of
the other Loan Documents, the agreements and obligations of each
Guarantor contained in Section 1(a) (with respect to enforcement
expenses), the last sentence of Section 2, Section 5 and this
Section 12 shall survive the payment in full of the Guaranteed
Obligations and all of the other amounts payable under this
Guaranty.
                  ARTICLE 60     SUBORDINATION



          .  Each Guarantor hereby subordinates any and all
debts, liabilities and other Obligations owed to such Guarantor
by each other Loan Party (the "Subordinated Obligations") to the
Guaranteed Obligations to the extent and in the manner
hereinafter set forth in this Section 13:

          SECTION 60.01  Prohibited Payments, Etc.  Except during the
     continuance of a Default (including the commencement and
     continuation of any proceeding under any Bankruptcy Law relating
     to any other Loan Party), each Guarantor may receive regularly
     scheduled payments from any other Loan Party on account of the
     Subordinated Obligations.  After the occurrence and during the
     continuance of any Default (including the commencement and
     continuation of any proceeding under any Bankruptcy Law relating
     to any other Loan Party), however, unless the Administrative
     Agent otherwise agrees, no Guarantor shall demand, accept or take
     any action to collect any payment on account of the Subordinated
     Obligations.

SECTION 60.02  Prior Payment of Guaranteed Obligations.  In any
proceeding under any Bankruptcy Law relating to any other Loan
Party, each Guarantor agrees that the Secured Parties shall be
entitled to receive payment in full in cash of all Guaranteed
Obligations (including all interest and expenses accruing after
the commencement of a proceeding under any Bankruptcy Law,
whether or not constituting an allowed claim in such proceeding
("Post Petition Interest") before such Guarantor receives payment
of any Subordinated Obligations.
SECTION 60.03  Turn-Over.  After the occurrence and during the
continuance of any Default (including the commencement and
continuation of any proceeding under any Bankruptcy Law relating
to any other Loan Party), each Guarantor shall, if the
Administrative Agent so requests, collect, enforce and receive
payments on account of the Subordinated Obligations as trustee
for the Secured Parties and deliver such payments to the
Administrative Agent on account of the Guaranteed Obligations
(including all Post Petition Interest), together with any
necessary endorsements or other instruments of transfer, but
without reducing or affecting in any manner the liability of such
Guarantor under the other provisions of this Guaranty.
SECTION 60.04  Administrative Agent Authorization.  After the
occurrence and during the continuance of any Default (including
the commencement and continuation of any proceeding under any
Bankruptcy Law relating to any other Loan Party), the
Administrative Agent is authorized and empowered (but without any
obligation to so do), in its discretion, (i) in the name of each
Guarantor, to collect and enforce, and to submit claims in
respect of, Subordinated Obligations and to apply any amounts
received thereon to the Guaranteed Obligations (including any and
all Post Petition Interest), and (ii) to require each Guarantor
(A) to collect and enforce, and to submit claims in respect of,
Subordinated Obligations and (B) to pay any amounts received on
such obligations to the Administrative Agent for application to
the Guaranteed Obligations (including any and all Post Petition
Interest).
ARTICLE 61     CONTINUING GUARANTY; ASSIGNMENTS UNDER THE CREDIT

                            AGREEMENT



          .  This Guaranty is a continuing guaranty and shall (a)
remain in full force and effect until the latest of (i) the
payment in full in cash of the Guaranteed Obligations and all
other amounts payable under this Guaranty, (ii) the Termination
Date and (iii) the latest date of expiration or termination of
all Letters of Credit, (b) be binding upon the Guarantor, its
successors and assigns and (c) inure to the benefit of and be
enforceable by the Secured Parties and their successors,
transferees and assigns.  Without limiting the generality of
clause (c) of the immediately preceding sentence, any Secured
Party may assign or otherwise transfer all or any portion of its
rights and obligations under the Credit Agreement (including,
without limitation, all or any portion of its Commitments, the
Advances owing to it and the Note or Notes held by it) to any
other Person, and such other Person shall thereupon become vested
with all the benefits in respect thereof granted to such Secured
Party herein or otherwise, in each case as and to the extent
provided in Section 9.07 of the Credit Agreement.  No Guarantor
shall have the right to assign its rights hereunder or any
interest herein without the prior written consent of the Secured
Parties.

            ARTICLE 62     EXECUTION IN COUNTERPARTS



          .  This Guaranty and each amendment, waiver and consent
with respect hereto may be executed in any number of counterparts
and by different parties thereto in separate counterparts, each
of which when so executed shall be deemed to be an original and
all of which taken together shall constitute one and the same
agreement.  Delivery of an executed counterpart of a signature
page to this Guaranty by telecopier shall be effective as
delivery of an original executed counterpart of this Guaranty.

ARTICLE 63     GOVERNING LAW; JURISDICTION; WAIVER OF JURY TRIAL,

                              ETC.



            SECTION 63.01  This Guaranty shall be governed by,
and construed in accordance with, the laws of the State of New
York and, to the extent applicable, the Bankruptcy Code.

          SECTION 63.02  Each Guarantor hereby irrevocably and
unconditionally submits, for itself and its property, to the
nonexclusive jurisdiction of any New York State court or federal
court of the United States of America sitting in New York City,
the Bankruptcy Court and any appellate court from any thereof, in
any action or proceeding arising out of or relating to this
Guaranty or any of the other Loan Documents to which it is or is
to be a party, or for recognition or enforcement of any judgment,
and each Guarantor hereby irrevocably and unconditionally agrees
that all claims in respect of any such action or proceeding may
be heard and determined in any such New York State court or, to
the extent permitted by law, in such federal court or Bankruptcy
Court, as the case may be, and any appellate court therefrom.
Each Guarantor agrees that a final judgment in any such action or
proceeding shall be conclusive and may be enforced in other
jurisdictions by suit on the judgment or in any other manner
provided by law.  Nothing in this Guaranty or any other Loan
Document shall affect any right that any party may otherwise have
to bring any action or proceeding relating to this Guaranty or
any other Loan Document in the courts of any jurisdiction.

SECTION 63.03  Each Guarantor irrevocably and unconditionally
waives, to the fullest extent it may legally and effectively do
so, any objection that it may now or hereafter have to the laying
of venue of any suit, action or proceeding arising out of or
relating to this Guaranty or any of the other Loan Documents to
which it is or is to be a party in any New York State or federal
court or the Bankruptcy Court, as the case may be.  Each
Guarantor hereby irrevocably waives, to the fullest extent
permitted by law, the defense of an inconvenient forum to the
maintenance of such suit, action or proceeding in any such court.
SECTION 63.04  EACH GUARANTOR HEREBY IRREVOCABLY WAIVES ALL RIGHT
TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM
(WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR
RELATING TO ANY OF THE LOAN DOCUMENTS, THE ADVANCES OR THE
ACTIONS OF ANY SECURED PARTY IN THE NEGOTIATION, ADMINISTRATION,
PERFORMANCE OR ENFORCEMENT THEREOF.
          IN WITNESS WHEREOF, each Guarantor has caused this
Guaranty to be duly executed and delivered by its officer
thereunto duly authorized as of the date first above written.

                              SUBSIDIARY GUARANTORS

                              SPECIALTY RETAILERS, INC.  (NV)

                              By /s/ John Wiesner
                              Name: John Wiesner
                              Title: Agent

                              Address for Notices:
                              10201 Main Street, Houston, TX
                              77025

                                                        Exhibit A
                                                           To The
                                              Subsidiary Guaranty


             FORM OF SUBSIDIARY GUARANTY SUPPLEMENT


                                                  _________ __,
                                                  ____

Citicorp USA, Inc., as Administrative Agent
399 Park Avenue
New York, NY 10043

Attention:  _________

     Credit Agreement dated as of June 2, 2000 among SPECIALTY
     RETAILERS, INC., a Texas corporation (the "Borrower"), STAGE
     STORES, INC., a Delaware corporation (the "Parent
     Guarantor"), each a debtor and debtor in possession under
     chapter 11 of the Bankruptcy Code, the Lender Parties party
     to the Credit Agreement, and CITICORP USA, INC., as
     Administrative Agent and Collateral Agent.


Ladies and Gentlemen:

          Reference is made to the above-captioned Credit
Agreement and to the Subsidiary Guaranty referred to therein
(such Subsidiary Guaranty, as in effect on the date hereof and as
it may hereafter be amended, supplemented or otherwise modified
from time to time, together with this Guaranty Supplement, being
the "Subsidiary Guaranty").  The capitalized terms defined in the
Subsidiary Guaranty or in the Credit Agreement and not otherwise
defined herein are used herein as therein defined.

               First:    Guaranty; Limitation of Liability

          .    The undersigned hereby absolutely, unconditionally
and irrevocably guarantees the punctual payment when due, whether
at scheduled maturity or on any date of a required prepayment or
by acceleration, demand or otherwise, of all Obligations of each
other Loan Party now or hereafter existing under or in respect of
the Loan Documents (including, without limitation, any
extensions, modifications, substitutions, amendments or renewals
of any or all of the foregoing Obligations), whether direct or
indirect, absolute or contingent, and whether for principal,
interest, premium, fees, indemnities, contract causes of action,
costs, expenses or otherwise (such Obligations being the
"Guaranteed Obligations"), and agrees to pay any and all expenses
(including, without limitation, fees and expenses of counsel)
incurred by the Administrative Agent or any other Secured Party
in enforcing any rights under this Guaranty Supplement, the
Subsidiary Guaranty or any other Loan Document.  Without limiting
the generality of the foregoing, the undersigned's liability
shall extend to all amounts that constitute part of the
Guaranteed Obligations and would be owed by any other Loan Party
to any Secured Party under or in respect of the Loan Documents
but for the fact that they are unenforceable or not allowable due
to the existence of a bankruptcy, reorganization or similar
proceeding involving such other Loan Party.

           The undersigned, and by its acceptance of this
           Guaranty Supplement, the Administrative Agent and each other
           Secured Party, hereby confirms that it is the intention of all
           such Persons that this Guaranty Supplement, the Subsidiary
           Guaranty and the Obligations of the undersigned hereunder and
           thereunder not constitute a fraudulent transfer or conveyance for
           purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance
           Act, the Uniform Fraudulent Transfer Act or any similar foreign,
           federal or state law to the extent applicable to this Guaranty
           Supplement, the Subsidiary Guaranty and the Obligations of the
           undersigned hereunder and thereunder.  To effectuate the
           foregoing intention, the Administrative Agent, the other Secured
           Parties and the undersigned hereby irrevocably agree that the
           Obligations of the undersigned under this Guaranty Supplement and
           the Subsidiary Guaranty at any time shall be limited to the
           maximum amount as will result in the Obligations of the
           undersigned under this Guaranty Supplement and the Subsidiary
           Guaranty not constituting a fraudulent transfer or conveyance.

                              The undersigned hereby
                         unconditionally and irrevocably agrees
                         that in the event any payment shall be
                         required to be made to any Secured Party
                         under this Guaranty Supplement, the
                         Subsidiary Guaranty, the Parent Guaranty
                         or any other guaranty, the undersigned
                         will contribute, to the maximum extent
                         permitted by applicable law, such
                         amounts to each other Guarantor and each
                         other guarantor so as to maximize the
                         aggregate amount paid to the Secured
                         Parties under or in respect of the Loan
                         Documents.

               Second:   Obligations Under the Guaranty

          .  The undersigned hereby agrees, as of the date first
above written, to be bound as a Guarantor by all of the terms and
conditions of the Subsidiary Guaranty to the same extent as each
of the other Guarantors thereunder.  The undersigned further
agrees, as of the date first above written, that each reference
in the Subsidiary  Guaranty to an "Additional Guarantor" or a
"Guarantor" shall also mean and be a reference to the
undersigned, and each reference in any other Loan Document to a
"Subsidiary Guarantor" or a "Loan Party" shall also mean and be a
reference to the undersigned.

               Third:    Representations and Warranties

          .  The undersigned hereby makes each representation and
warranty set forth in Section 6 of the Subsidiary Guaranty to the
same extent as each other Guarantor.

               Fourth:   Delivery by Telecopier

          .  Delivery of an executed counterpart of a signature
page to this Guaranty Supplement by telecopier shall be effective
as delivery of an original executed counterpart of this Guaranty
Supplement.

               Fifth:    Governing Law; Jurisdiction; Waiver of Jury Trial, Etc.

              This Guaranty Supplement shall be governed by, and
construed in accordance with, the laws of the State of New York
and, to the extent applicable, the Bankruptcy Code.

             The undersigned hereby irrevocably and
             unconditionally submits, for itself and its property, to the
             nonexclusive jurisdiction of any New York State court or any
             federal court of the United States of America sitting in New York
             City and, if the undersigned is a debtor or debtor in possession
             in proceedings pending in the Bankruptcy Court, the Bankruptcy
             Court,  and any appellate court from any thereof, in any action
             or proceeding arising out of or relating to this Guaranty
             Supplement, the Subsidiary Guaranty or any of the other Loan
             Documents to which it is or is to be a party, or for recognition
             or enforcement of any judgment, and the undersigned hereby
             irrevocably and unconditionally agrees that all claims in respect
             of any such action or proceeding may be heard and determined in
             any such New York State court or, to the extent permitted by law,
             in such federal court or, as the case may be, the Bankruptcy
             Court.  The undersigned agrees that a final judgment in any such
             action or proceeding shall be conclusive and may be enforced in
             other jurisdictions by suit on the judgment or in any other
             manner provided by law.  Nothing in this Guaranty Supplement or
             the Subsidiary Guaranty or any other Loan Document shall affect
             any right that any party may otherwise have to bring any action
             or proceeding relating to this Guaranty Supplement, the
             Subsidiary Guaranty or any of the other Loan Documents to which
             it is or is to be a party in the courts of any other
             jurisdiction.

                              The undersigned irrevocably and
                         unconditionally waives, to the fullest
                         extent it may legally and effectively do
                         so, any objection that it may now or
                         hereafter have to the laying of venue of
                         any suit, action or proceeding arising
                         out of or relating to this Guaranty
                         Supplement, the Subsidiary Guaranty or
                         any of the other Loan Documents to which
                         it is or is to be a party in any New
                         York State or federal court or the
                         Bankruptcy Court, as the case may be.
                         The undersigned hereby irrevocably
                         waives, to the fullest extent permitted
                         by law, the defense of an inconvenient
                         forum to the maintenance of such suit,
                         action or proceeding in any such court.

                              THE UNDERSIGNED HEREBY IRREVOCABLY
                         WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY
                         ACTION, PROCEEDING OR COUNTERCLAIM
                         (WHETHER BASED ON CONTRACT, TORT OR
                         OTHERWISE) ARISING OUT OF OR RELATING TO
                         ANY OF THE LOAN DOCUMENTS, THE ADVANCES
                         OR THE ACTIONS OF ANY SECURED PARTY IN
                         THE NEGOTIATION, ADMINISTRATION,
                         PERFORMANCE OR ENFORCEMENT THEREOF.




                              Very truly yours,

                              [NAME OF ADDITIONAL GUARANTOR]

                              By
                                  Title:






                                                      EXHIBIT G-1



              IN THE UNITED STATES BANKRUPTCY COURT
               FOR THE SOUTHERN DISTRICT OF TEXAS
                        HOUSTON DIVISION


IN RE:                         ?
                               ?
STAGE STORES, INC.,                ?    CASE NO.   0035078-H-2-11
     A Delaware Corporation,   ?
SPECIALTY RETAILERS, INC.,     ?   CASE NO.  0035079-H-2-11
     A Texas Corporation, and  ?
SPECIALTY RETAILERS, INC. (NV),?   CASE NO.  0035080-H-2-11
     A Nevada Corporation,              ?
                                        ?         Chapter 11
     DEBTORS.                      ?    (Joint Administration
                                   Requested)


           INTERIM ORDER (I) AUTHORIZING POST-PETITION
           SECURED SUPERPRIORITY FINANCING PURSUANT TO
   BANKRUPTCY CODE SECTIONS 105(a), 362, 364(c)(1), 364(c)(2),
                            364(c)(3)
 AND 364(d), (II) AUTHORIZING THE DEBTORS USE OF CASH COLLATERAL
   PURSUANT TO BANKRUPTCY CODE SECTION 363(c), (III) GRANTING
   ADEQUATE PROTECTION PURSUANT TO SECTIONS 363 AND 364 OF THE
  BANKRUPTCY CODE, (IV) AUTHORIZING THE DEBTORS TO ENTER INTO,
       AND APPROVING , THE RECEIVABLES PROGRAM TERMINATION
    AGREEMENT, (V) AUTHORIZING THE DEBTORS TO ENTER INTO NEW
  RECEIVABLES PURCHASE AND PLEDGE TRANSACTIONS AND (VI) SETTING
 FINAL HEARING PURSUANT TO BANKRUPTCY RULES 4001(b) AND 4001(c)

          THIS MATTER having come before the Court upon the
Motion (the "Motion") of Specialty Retailers, Inc., a Texas
corporation (the "Borrower"), Stage Stores, Inc., a Delaware
corporation (the "Parent Guarantor") and Specialty Retailers,
Inc., a Nevada corporation (the "Subsidiary Guarantor"), as
debtors and debtors in possession (collectively, the "Debtors")
seeking entry of an order:

          SECTION 63.05  authorizing the Borrower to obtain credit and
incur debt secured by liens on property of the Debtors' estates
pursuant to sections 364(c)(2), 364(c)(3) and 364(d)(1) of Title
11, United States Code (the "Bankruptcy Code") and with priority
(subject to the Carve-Out, as defined in Paragraph 21 below) as
to administrative expenses, as provided in section 364(c)(1) of
the Bankruptcy Code;

SECTION 63.06  authorizing the Debtors to use cash collateral and
other collateral pursuant to sections 363(c) and 363(e) of the
Bankruptcy Code and Bankruptcy Rule 4001(b);
SECTION 63.07  authorizing the Debtors to establish that
financing arrangement (the "DIP Credit Facility") which is
contemplated by the Debtor-in-Possession Credit Agreement dated
as of  June 2, 2000 (the "DIP Credit Agreement"; terms defined
therein and not otherwise defined herein being used herein as
therein defined) among the Borrower, the Parent Guarantor,
Citicorp U.S.A., Inc., as Collateral Agent and Administrative
Agent (the "Agent"), the lenders named therein (the "Lenders"),
substantially in the form annexed to the Motion as Exhibit B, and
to incur the Obligations as provided for in the DIP Credit
Agreement and the other DIP Loan Documents (as hereafter defined)
(the "Obligations");
SECTION 63.08  authorizing the Debtors to provide the Agent (for
the ratable benefit of the Agent and the Lenders) with Liens (as
defined in the DIP Credit Agreement) upon the Debtors' property
as provided in and as contemplated by the DIP Credit Agreement
and the Security Agreement (as defined in the DIP Credit
Agreement) (the DIP Credit Agreement, the Security Agreement and
all such instruments and documents as may be executed and
delivered in connection therewith or which relate thereto,
including, without limitation, the Subsidiary Guaranty in the
form of Exhibit E to the DIP Credit Agreement to be executed by
each Subsidiary Guarantor, collectively, the "DIP Loan
Documents"), as supplemented by this Order;
SECTION 63.09  authorizing the Debtors to grant the Agent (for
the ratable benefit of the Agent and the Lenders) a Super-
Priority Claim (as defined in Paragraph 18(a), below) over any
and all administrative expenses other than as set forth in
Paragraph 18(a), below;
SECTION 63.10  authorizing the Borrower to utilize the proceeds
of the first borrowing under the DIP Credit Facility to repay in
full the Debtors' obligations to Credit Suisse First Boston, as
the administrative agent and collateral agent for the lenders
(the "Prepetition 2000 Agent" and, together with such lenders,
the "Prepetition 2000 Lenders") under the Credit Agreement dated
as of March 6, 2000 among the Borrower, the Parent Guarantor, the
banks named therein and Credit Suisse First Boston, as
administrative agent, collateral agent, swingline bank and L/C
bank (as amended from time to time, the "Prepetition 2000 Credit
Agreement"), such obligations consisting of unpaid principal,
accrued and unpaid interest, and unpaid fees and expenses for
which the Debtors are responsible (collectively, the "Prepetition
2000 Obligations"), provided that such payment shall be without
prejudice to (A) the right, if any, of any Official Creditors'
Committee appointed in these proceedings to seek an order (i)
disallowing any claim of the Prepetition 2000 Lenders on account
of the Prepetition 2000 Credit Agreement, (ii) avoiding any
security or collateral interest in the assets of the Debtors
claimed by the Prepetition 2000 Lenders, (iii) modifying the
amount, validity, priority or extent of the Prepetition 2000
Lenders' liens or claims under the Prepetition 2000 Credit
Agreement and related loan documents, (iv) directing any party to
disgorge all or any part of any payment or transfer made by the
Borrower to the Prepetition 2000 Lenders in respect of the
Prepetition 2000 Credit Agreement, including the payment
authorized in Paragraph 6, below, or (v) providing any relief,
legal or equitable, or otherwise permitting any Official
Creditors' Committee to recover from the Prepetition 2000 Lenders
on account of the relationship between the Prepetition 2000
Lenders and the Debtors arising under, relating to or in
connection with the Prepetition 2000 Credit Agreement, in
accordance with the provisions of this Order, or (B) the right of
any party in interest to object to the terms of the DIP Credit
Facility in the manner provided for in Paragraph 34, below;
SECTION 63.11  authorizing the Borrower to provide adequate
protection to Credit Suisse First Boston, as the administrative
agent and collateral agent (the "Prepetition 1997 Agent") for the
lenders under the Amended and Restated Credit Agreement dated as
of June 17, 1997 (as amended from time to time, the "Prepetition
1997 Credit Agreement") among the Borrower, the Parent Guarantor,
the banks named therein (together with the Prepetition 1997
Agent, the "Prepetition 1997 Lenders"), subject to the terms and
conditions set forth in Paragraphs 9, 10 and 11 of this Order and
the Intercreditor Arrangement (as hereafter defined), on account
of the prepetition debt under the Prepetition 1997 Credit
Agreement and all collateral and ancillary documents executed in
connection therewith to the extent of any diminution in the value
of the Prepetition 1997 Lenders' interests in the Prepetition
Collateral  (as defined in Paragraph E below) resulting from the
priming liens and security interests to be granted herein
pursuant to Bankruptcy Code section 364(d) to secure the DIP
Financing, the use, sale or lease of the Prepetition Collateral
(as defined in Paragraph E below), the imposition of the
automatic stay pursuant to Bankruptcy Code section 362(a), or the
transfer of the Receivables pursuant to the Termination Agreement
(as hereafter defined); and
SECTION 63.12  approving the agreement relating to the
termination of the Receivables Program (the "Termination
Agreement", a copy of which is annexed to the Motion as Exhibit
B) among the Borrower, the trustee (the "Trustee") of the SRI
Receivables Master Trust (the "Receivables Trust") and SRI
Receivables Purchase Co., Inc., and authorizing the Borrower to
utilize the proceeds of the first borrowing under the DIP Credit
Facility to fund payments in connection with the Termination
Agreement.
SECTION 63.13   authorizing the Borrower to perform in the
ordinary course of  its business the Receivables Transfer
Agreement, dated as of August 1, 1998 (as amended from time to
time, the "Receivables Transfer Agreement"), with Granite
National Bank, N.A., concerning the purchase of private label
credit card receivables.
     It appearing that absent the relief requested herein, the
Debtors will suffer immediate and irreparable harm; and it
further appearing that notice of the Motion is sufficient and
complies with the requirements of Bankruptcy Rules 4001(c) and
4001(d) and BLR 4001(b) and (c); and for good cause shown;

                    IT IS HEREBY FOUND THAT:

          (a)  On June 1, 2000 (the "Petition Date"), each of the Debtors
     filed a voluntary petition under chapter 11 of the Bankruptcy
     Code, 11 U.S.C.  101 et seq.

(b)  The Debtors have continued in the management and operation
of their businesses and properties as debtors in possession
pursuant to Bankruptcy Code sections 1107 and 1108.  No trustee
or examiner has been appointed in these cases, and no official
creditors' committee has been formed as of the date hereof.
(c)  This Court has jurisdiction, pursuant to 28 U.S.C.  157(b)
and 1334, over these proceedings, and over the persons and
property affected hereby.
(d)  Without prejudice to the rights of any Official Creditors'
Committee (but subject to the limitations thereon described below
in decretal Paragraph 11), the Debtors admit that, in accordance
with the terms of the Prepetition 1997 Credit Agreement, the
Debtors are truly and justly indebted to the Prepetition 1997
Lenders, without defense, counterclaim or offset of any kind, and
that as of the Petition Date, (i) the Borrower was liable to the
Prepetition 1997 Lenders in the aggregate principal amount of
approximately $172 million, plus contingent claims, interest,
commitment, agents' and other fees, and costs, charges and
expenses,  in respect loans made by the Prepetition 1997 Lenders
to the Borrower pursuant to the Prepetition 1997 Credit Agreement
(the "Prepetition 1997 Lender Claim"), (ii) the Borrower was
contingently liable to the Prepetition 1997 Lenders in the
aggregate principal amount of approximately $27.3 million in
respect of letters of credit issued pursuant to the Prepetition
1997 Credit Agreement and which remained outstanding as of the
Petition Date, and (iii) each  of the Subsidiary Guarantors was
contingently liable to the Prepetition 1997 Lenders pursuant to
the Subsidiary Guaranties.
(e)  Without prejudice to the rights of any Official Creditors'
Committee (but subject to the limitations thereon described below
in decretal Paragraph 11, and further subject to the
qualifications in the last sentence of this paragraph), for the
purposes of this Order, the Debtors further admit that the
Prepetition 1997 Obligations are secured by enforceable liens and
security interests granted by the applicable Debtors to the
Prepetiton 1997 Agent, for the ratable benefit of the Prepetition
1997 Lenders, upon and in among other things (a) (i) all
Equipment (capitalized terms used in this Paragraph E, but not
otherwise defined in this Paragraph E shall have the meaning set
forth in the Prepetition 1997 Credit Agreement), (ii) all
Contracts and Contract Rights arising thereunder, (iii) all Marks
and the goodwill symbolized by the Marks, (iv) all Patents and
Copyrights, (v) all computer programs and intellectual property
rights therein and all other proprietary information including
trade secrets, (vi) the right to sue for past infringement of the
Prepetition Collateral in clauses (iii) through (v) above, (vii)
all other General Intangibles and Instruments, (viii) the L/C
Cash Collateral Account, all funds and investments held in the
L/C Cash Collateral Account and all certificates and instruments
evidencing the L/C Cash Collateral Account, (ix) all interest,
dividends, cash, instruments and other property received in
exchange for the collateral comprising the L/C Cash Collateral
Account, (x) all Fixtures, (xi) all Inventory (to secure an
amount equal to the difference between $50 million of borrowing
under the Prepetition 1997 Credit Agreement minus the amount of
indebtedness under the Prepetition 2000 Credit Agreement
outstanding on the date of the occurrence of a event of default
thereunder), (xii) the Account and all funds held therein or
credited thereto, (xiii) the Custodial Account and all Security
Entitlements, Financial Assets, Investment Property and other
property credited thereto, (xiv) all other tangible personal
property, (xv) all books and records relating to any of the
property described in clauses (i) through (xiv) above, and (xvi)
all proceeds and products of any Collateral referred to in
clauses (i) through (xv) above, pursuant to the Security
Agreement, dated as of June 17, 1997, as amended by the Amended
and Restated Security Agreement, dated as of March 6, 2000, among
the Borrower, the Parent Guarantor,  Specialty Retailers, Inc.
(NV), and Credit Suisse First Boston as Collateral Agent (the
"Prepetition Security Agreement"), (b) all issued and outstanding
shares of capital stock owned by Specialty Retailers, Inc. or
Stage Stores, Inc., including, but not limited to, the stock of
SRI Receivables Purchase Company, Inc. and all promissory notes
issued to Specialty Retailers, Inc. or Stage Stores, Inc.,
including the Intercompany Note among Stage Stores, Inc. and
Specialty Retailers, Inc. pursuant to the Pledge Agreement, dated
as  of June 17, 1997, among Specialty Retailers, Inc., Stage
Stores, Inc. and Credit Suisse First Boston as Collateral Agent
(the "Pledge Agreement"), (c) all of the right, title and
interest to all trademarks, trade names, corporate names, company
names, business names, fictitious business names, trade dress,
trade style, service marks, certification marks, collective
marks, logos, other sources of business identifiers, designs and
general intangibles of a like nature and all registrations
renewals and application relating to the foregoing, the right to
sue for past infringement of the foregoing and the proceeds of
the foregoing, including, without limitation, license royalties,
income, payments, claims, damages and proceeds of suit pursuant
to the Trademark Security Agreement, dated as of June 17, 1997,
among Specialty Retailers, Inc., Stage Stores, Inc., and Credit
Suisse First Boston as Collateral Agent (the "Trademark Security
Agreement"), (d) all real property listed in Exhibit A to the
Deed of Trust, Assignment, Security Agreement and Financing
Statement, dated as of June 17, 1997, among Specialty Retailers,
Inc., Kenneth Krauss and Credit Suisse First Boston as Collateral
Agent (the "Mortgage") and (e) other property pledged to or
otherwise subject to a lien or security interest in favor of the
Prepetition 1997 Agent (collectively, the "Prepetition
Collateral"), which, for avoidance of doubt does not include
Receivables conveyed under the Receivable Program Documents.
Notwithstanding the preceding sentence, with respect to the Liens
and security interests granted to secure the Prepetition 1997
Obligations, such Liens and security interests granted for the
first time on or about March 6, 2000 (the "March 6 Collateral")
in the Prepetition Security Agreement, are, for all purposes
involving the Debtors (but without prejudice to any other party),
enforceable and unavoidable to the extent the Prepetition 1997
Obligations (including issued letters of credit which are drawn
as of the Petition Date and/or subsequently drawn) as of the
Petition Date exceed the total amount of the Prepetition 1997
Obligations (including issued and undrawn letters of credit) as
of March 6, 2000, but in no event in an amount greater than $12
million (the "Balance").
(f)  The Prepetition 1997 Lenders are entitled, pursuant to
Bankruptcy Code sections 361, 363(c), 363(e) and 364(d), to
adequate protection of their interest in the Prepetition
Collateral (including their interest in the Debtors' cash which
constitutes proceeds of the Prepetition Collateral and which is
therefore cash collateral within the meaning of section 363 of
the Bankruptcy Code (the "Cash Collateral")), to the extent of
any diminution in value of the Prepetition Collateral resulting
from the use, sale or lease thereof, the imposition of the
automatic stay, the transfer of the Receivables pursuant to the
Termination Agreement or the priming of the Liens on the
Prepetition Collateral securing the Prepetition 1997 Obligations
by the Liens in favor of the Agent and Lenders granted in this
Order and the DIP Loan Documents pursuant to Bankruptcy Code
section 364(d).  The Debtors have agreed to provide adequate
protection to the Prepetition 1997 Lenders on the terms and
conditions set forth in Paragraphs 9, 10 and 11 of this Order,
which terms and conditions are fair and reasonable and were
negotiated in good faith and at arm's length.  The provision of
adequate protection as set forth in Paragraphs 9, 10 and 11 is in
the Debtors' best interests.
(g)  Without prejudice to the rights of any Official Creditors'
Committee (but subject to the limitations thereon described below
in decretal Paragraph 8), the Debtors admit that, in accordance
with the terms of the Prepetition 2000 Credit Agreement, the
Debtors are truly and justly indebted to the Prepetition 2000
Lenders, without defense, counterclaim or offset of any kind, and
that as of the Petition Date, (i) the Borrower was liable to the
Prepetition 2000 Lenders in the aggregate principal amount of
approximately $29,950,000, plus contingent claims, interest,
commitment, agents' and other fees, and costs, charges and
expenses,  in respect loans made by the Prepetition 2000 Lenders
to the Borrower pursuant to the Prepetition 2000 Credit Agreement
(the "Prepetition 2000 Lender Claim"), in respect loans made by
the Prepetition 2000 Lenders to the Borrower pursuant to the
Prepetition 2000 Credit Agreement, and (ii) each  of the 2000
Guarantors was contingently liable to the Prepetition 2000
Lenders pursuant to the 2000 Guaranties.
(h)  Without prejudice to the rights of any Official Creditors'
Committee (but subject to the limitations thereon described below
in decretal Paragraph 8), for the purposes of this Order, the
Debtors further admit that the Prepetition 2000 Obligations are
secured, pursuant to the Security Agreement, dated as of March 6,
2000 (the "Inventory Security Agreement") among the Prepetition
2000 Agent and the assignors thereunder, by enforceable liens and
security interests granted by the applicable Debtors to the
Prepetition 2000 Agent, for the ratable benefit of the
Prepetition 2000 Lenders, upon and in the certain collateral
identified in the Inventory Security Agreement  (the "Prepetition
2000 Collateral"), and that the value of the Prepetition 2000
Collateral as of the Petition Date exceeds the value as of the
Petition Date of the Prepetition 2000 Claim.
(i)  Notwithstanding the existing security interest and lien in
favor of the Prepetition 1997 Lenders on the Prepetition
Collateral, the Prepetition 1997 Agent has, in its individual
capacity,  consented to the entry of this Order, the Debtors' use
of the Cash Collateral, the transfer to the Debtors of the
receivables that are owned by the Receivables Trust (the
"Receivables") in accordance with the Termination Agreement, the
approval of the Intercreditor Arrangement (the "Intercreditor
Arrangement", a copy of which is annexed to this Order as Exhibit
A), which further specifies the respective rights of the DIP
Lenders and the Prepetition 1997 Lenders in respect of the
Collateral and the Prepetition Collateral, and the granting to
the DIP Lenders of a first priority, senior, perfected security
interest in and, with respect to the Prepetition Collateral, a
priming lien on, all of the Collateral (as defined below) other
than (i) the real property housing the Borrower's distribution
center located at 506 Beal Boulevard, Jacksonville. Texas and
(ii) the real property housing the Borrower's credit card center
located at 1020 Willow Creek, Jacksonville, Texas (together, the
"Excluded Real Property"), in respect of which the Prepetition
1997 Agent has, in its individual capacity, consented to the
granting to the DIP Lenders of a second, junior perfected
security interest and lien, all subject to the terms and
conditions set forth in this Order and the Intercreditor
Arrangement.
(j)  Notwithstanding the existing security interest and lien in
favor of the Prepetition 1997 Lenders on the Prepetition
Collateral, the Prepetition 1997 Lenders have not objected to the
entry of this Order, the Debtors' use of the Cash Collateral, the
transfer of the Receivables in accordance with the Termination
Agreement, the approval of the Intercreditor Arrangement, or the
granting to the DIP Lenders of a first priority, senior,
perfected security interest in and, with respect to the
Prepetition Collateral, a priming lien on, all of the Collateral
(as defined below) other than the Excluded Real Property (in
respect of which the Prepetition 1997 Lenders have not objected
to the granting to the DIP Lenders of a second, junior perfected
security interest and lien), all subject to the terms and
conditions set forth in this Order and the Intercreditor
Arrangement.
(k)  An immediate need exists for the Debtors to obtain funds
with which to purchase inventory, continue their operations, and
administer and preserve the value of their estates.  The ability
of the Debtors to finance their operations requires the
additional availability of working capital, the absence of which
would immediately and irreparably harm the Debtors, their
estates, and their creditors and the possibility for a successful
reorganization.
(l)  The Debtors are unable to obtain unsecured credit allowable
under Bankruptcy Code section 503(b)(1) as an administrative
expense.
(m)  The Debtors are also unable to obtain secured credit,
allowable only under Bankruptcy Code sections 364(c)(2),
364(c)(3) and 364(d), except under the terms and conditions
provided in this Order.  The Debtors are unable to obtain credit
for borrowed money without the Debtors' granting to the Agent
(for the ratable benefit of the Agent and the Lenders) (i) Liens
on various of the assets of the Debtors pursuant to Bankruptcy
Code sections 364(c)(2), 364(c)(3), and 364(d) (which liens the
Lenders have required to be free and clear of, and not subject
to, any restrictions otherwise applicable to the disposition of
such collateral which relate to, or are otherwise imposed by,
trademark, copyright, patent, licensing or similar laws relating
to intellectual property rights, or any other party's rights
under any such law, including any such rights which may arise
upon foreclosure of a security interest in any trademark,
copyright, patent, mark, license or similar intellectual property
right or interest of the Debtors (collectively, the "IP
Restrictions")), and (ii) a super-priority administrative expense
claim status pursuant to section 364(c)(1) of the Bankruptcy Code
and as provided by this Order.  As a condition precedent to the
DIP Financing, the Lenders have required that upon the occurrence
of an Event of Default under any of the DIP Loan Documents,
subject to required notice, the Agent may exercise any remedies
provided thereunder or under applicable law, notwithstanding any
such otherwise applicable IP Restrictions.
(n)  The relief requested in the Motion is necessary, essential,
and appropriate for the continued operation of the Debtors'
businesses and the management and preservation of their
properties.
(o)  It is in the best interest of Debtors' estates to be allowed
to establish the DIP Credit Facility contemplated by the DIP
Credit Agreement and the other DIP Loan Documents.
(p)  The terms and conditions of the DIP Credit Facility,
including those which provide for the payment of interest to, and
fees of, the Agent (for the benefit of the Agent and the Lenders)
at the times, and in the manner provided under the DIP Credit
Facility, are fair, and reasonable, and are believed by the
Debtors to be the best available under the circumstances.
(q)  The DIP Credit Agreement was negotiated in good faith and at
arm's length between the Debtors, on the one hand, and the Agent
and the Lenders.  Credit to be extended under the DIP Credit
Facility will be so extended in good faith, in consequence of
which the Agent and the Lenders are entitled to the protection
and benefits of Bankruptcy Code section 364(e).
(r)  The Termination Agreement was negotiated in good faith and
at arm's length among SRI Receivables Purchase Co., Inc., the
Borrower and the Trustee, in consequence of which the Trustee is
entitled to the protection and benefits of Bankruptcy Code
section 364(e).  Authorization of the Debtors to perform all acts
and to make, execute and deliver all instruments and documents
which may be required or necessary for the performance by any of
the Debtors thereunder, including the authorization for the
Debtors to utilize the proceeds of the first borrowing under the
DIP Credit Facility to fund payments in connection with the
Termination Agreement, in accordance with Paragraph 16, is in the
best interests of the Debtors, their creditors and their estates.
(s)  The obligations under the Receivables Transfer Agreement
between the Borrower and Granite National Bank, N.A. shall be
performed by the Borrower in the ordinary course of its business.
Authorization of the Debtors to perform all acts and to make,
execute and deliver all instruments and documents which may be
required or necessary for the performance by any of the Debtors
thereunder, consistent with the DIP Loan Documents, is in the
best interests of the Debtors, their creditors and their estates.
(t)  The approval of the Intercreditor Arrangement and its
application to the Prepetition 1997 Agent and the Prepetition
1997 Lenders is a condition precedent to the granting of adequate
protection hereunder.
(u)  The notice of the Hearing at which the Order was entered,
which notice was provided by the Debtors to the Office of the
United States Trustee, the Prepetition 1997 Agent and counsel
thereto, the Prepetition 1997 Lenders, the Prepetition 2000 Agent
and counsel thereto, the Prepetition 2000 Lenders, the Trustee
and the twenty (20) largest unsecured creditors of the Debtors
constitutes adequate notice under the circumstances in accordance
with Bankruptcy Rule 4001(c), BLR 4001(b) and (c) and Bankruptcy
Code section 102(1), as required by Bankruptcy Code sections
364(c) and 364(d) in light of the emergency nature of the relief
requested in the Motion.
(v)  Good and sufficient cause has been shown for the entry of
this Order.  Among other things, the entry of this Order will
enable the Debtors to continue the operation of their business,
increase the possibility for a successful reorganization, avoid
disputes with the Prepetition 1997 Lenders with respect to
adequate protection and be in the best interest of the Debtors,
their creditors, and their estates.
          NOW THEREFORE, on the Motion of the Debtors and the
record before the Court with respect to the Motion made by the
Debtors, and with the consent of the Debtors and the Prepetition
Agent in its individual capacity, and in the absence of any
objection from the Prepetition 1997 Lenders and the Prepetition
2000 Lenders (after notice and a hearing) to the form and entry
of this Order (including the Intercreditor Arrangement), and good
cause appearing, it is

          ORDERED:

          APPROVAL OF AND AUTHORIZATION AS TO BORROWING

          AND GRANTING OF LIENS AND SECURITY INTERESTS



          (i)  The terms and the conditions of the DIP Credit Facility are
               hereby approved.  The Debtors are authorized to:

               First:    Establish the DIP Credit Facility;

Second:   Execute each of the DIP Loan Documents to which any
Debtor is a party;
Third:    With respect to the Borrower, borrow up to $385 million
(of which up to $150 million may be borrowed under the Term
Facility and the balance may be borrowed under the Working
Capital Facility (each as defined in the DIP Credit Agreement))
under the DIP Credit Facility with a sublimit of $40 million with
respect to letters of credit; and
Fourth:   Pay all fees and charges required under the DIP Loan
Documents.
          (ii) The Debtors are hereby authorized and empowered to do and
               perform all acts and to make, execute, and deliver all
               instruments and documents which may be requisite or necessary for
               the performance by the Debtors under the DIP Loan Documents and
               the creation and perfection of the Liens described in and
               provided for by the DIP Loan Documents, including, without
               limitation, all of the DIP Loan Documents and the Acknowledgement
               to the Intercreditor Arrangement.

(iii)     As security for the Obligations, the Agent (for the
ratable benefit of the Agent and the Lenders) shall have and is
hereby granted (effective upon the date of entry of this Order)
valid and perfected security interests in, and liens upon (the
"Liens"), all present and after-acquired property of the Debtors
of any nature whatsoever, including without limitation, all
collateral described in the Security Agreement, all cash
contained or maintained in any account maintained by any Debtor
of any nature whatsoever and the proceeds of all causes of action
(other than causes of action arising under the Bankruptcy Code)
existing as of the Petition Date (collectively, with all proceeds
and products of any or all of the foregoing, the "Collateral"):
               First:    pursuant to Bankruptcy Code section 364(c)(2), a first
          priority, perfected Lien upon all of the Debtors' right, title
          and interest in, to and under all Collateral that is not
          otherwise encumbered by a validly perfected security interest or
          lien on the Petition Date;

Second:   pursuant to Bankruptcy Code section 364(d)(1), a first
priority, senior, perfected priming lien upon all of the Debtors'
right title and interest in, to and under the Prepetition
Collateral except for the Excluded Real Property; and
Third:    pursuant to Bankruptcy Code section 364(c)(3), a second
priority, junior, perfected lien upon all of the debtors' right,
title and interest in, to and under all Collateral (excluding the
Prepetition Collateral but including the Excluded Real Property)
which is subject to a Permitted Lien, including without
limitation, a validly perfected security interest or lien in
existence as of the Petition Date or a valid lien perfected (but
not granted) after the Petition Date to the extent post-Petition
Date perfection in respect of prepetition claims is expressly
permitted under the Bankruptcy Code (the "Permitted Subsequently
Perfected Liens"), provided that the Liens granted in favor of
the Agent and the Lenders shall be senior to any Permitted Lien
which is expressly stated in the Credit Agreement to be junior to
the Liens in favor of the Agent and the Lenders.  For the
avoidance of doubt, the Liens upon the Collateral granted to the
Agent shall be free and clear of, and not subject to, any
otherwise applicable IP Restrictions, and notwithstanding
anything to the contrary herein, in the Intercreditor Arrangement
or in any order of the Court, the Liens granted in favor of the
DIP Lenders to secure the Obligations (other than the junior
Liens in respect of the Excluded Real Property) are senior in all
respects to the Liens in existence or to be granted in favor of
the Prepetition 1997 Lenders in respect of all claims now in
existence or hereafter arising under the Prepetition 1997 Credit
Agreement and the related loan documents; provided, that
notwithstanding the foregoing, the Liens created and granted to
the Agent shall be subject to (a) the Carve-Out (as hereafter
defined) and (b) the statutory fees of the United States Trustee
as provided in 28 U.S.C.  1930(a) and the fees to the Clerk of
the Bankruptcy Court (collectively, the "Mandatory Fees").
          (iv) The automatic stay imposed under Bankruptcy Code section
               362(a)(4) is hereby modified as necessary to permit the Debtors
               to grant the aforesaid Liens and the Replacement Liens and to
               perform the Debtors' liabilities and Obligations to the Agent and
               the Lenders under the DIP Credit Facility.

(v)  Each officer of the Debtors as may be so authorized by the
Board of Directors of each of the Debtors, acting singly, is
hereby authorized to execute and deliver each of the DIP Loan
Documents, such execution and delivery to be conclusive of their
respective authority to act in the name of and on behalf of the
Debtors.
(vi) At closing of the DIP Facility, the Borrower shall pay to
the Prepetition 2000 Lenders on account of the Prepetition 2000
Obligations:
               First:    The principal balance of the Borrower's obligations to
          the Prepetition 2000 Lenders of $29,950,000.

Second:   The aggregate of accrued and unpaid interest at the non-
default rate owed to the Prepetition 2000 Lenders as of the
Petition Date of $248,805.72.
Third:    The aggregate of accrued and unpaid fees and expenses
of the Prepetition 2000 Lenders for which the Borrower is
responsible (which aggregate shall be broken down by category).
Fourth:   A per diem interest amount from the Petition Date to
the date of closing of $10,228.83 per day.
At such time as the conditions precedent to the initial extension
of credit under DIP Credit Facility have been satisfied (which
conditions are referenced in Article 3 of the DIP Credit
Agreement), the Borrower shall utilize the proceeds of the first
borrowing under the DIP Credit Facility to repay the Borrower's
obligations to the Prepetition 2000 Lenders consisting of unpaid
principal, accrued and unpaid interest, and unpaid fees and
expenses for which the Borrower is responsible under the terms of
the Prepetition 2000 Credit Agreement.
          (vii)     Upon the receipt by the Prepetition 2000 Lenders of the
               proceeds of the wire transfer of all amounts owed to the
               Prepetition 2000 Lenders under the Prepetition 2000 Credit
               Agreement:

               First:    Any lien or security interest granted in favor of the
          Prepetition 2000 Lenders securing the Prepetition 2000
          Obligations on any asset of the Debtors or otherwise shall be
          deemed (i) to the extent permitted under applicable law, assigned
          and transferred to the Agent (for the ratable benefit of the
          Agent and the Lenders) and the Agent shall be subrogated to all
          rights of the Prepetition 2000 Lenders therein, and (ii) in
          respect of the Prepetition 2000 Obligations only, released,
          terminated and extinguished and of no force or effect whatsoever.

Second:   All claims of the Prepetition 2000 Lenders in respect
of the Prepetition 2000 Obligations against the Debtors shall be
deemed (i) to the extent permitted under applicable law, assigned
and transferred to the Agent (for the ratable benefit of the
Agent and the Lenders) and the Agent shall be subrogated to all
rights of the Prepetition 2000 Lenders therein, and (ii) in
respect of the Prepetition 2000 Obligations only, released,
terminated, extinguished, and of no force or effect whatsoever.
Third:    The Prepetition 2000 Agent and the Prepetition 2000
Lenders shall forthwith deliver to the Agent, any and all
property of the Debtors that is in the possession or control of
the Prepetition 2000 Lenders securing the Prepetition 2000
Obligations.
Fourth:   Nothing in this Paragraph 7 shall preclude any
Prepetition 2000 Lender from reinstating a claim or any lien
previously securing the Prepetition 2000 Obligations to the
extent any transfer made in respect of the Prepetition 2000
Obligations shall be avoided by final order; provided, that any
such reinstated claim or lien shall be subordinated to, and
junior in priority to, the Obligations and Liens of the Agent and
the Lenders, and for all purposes hereof shall be subject to the
terms of the Intercreditor Arrangement.
          (viii)    The payment to the Prepetition 2000 Lenders in respect
               of the Prepetition 2000 Obligations, as provided in Paragraph 6,
               above, shall be without prejudice to (A) the right, if any, of
               any party in interest to object to the terms of the DIP Credit
               Facility in the manner provided for in Paragraph 34, below, or
               (B) the right, if any, of any Official Creditors' Committee
               appointed in these cases (the "Creditors' Committee") to seek
               entry of an order (i) disallowing in whole or in part the
               Prepetition 2000 Lenders' claims, (ii) avoiding in whole or in
               part any security or collateral interest in the assets of the
               Debtors claimed by the Prepetition 2000 Lenders in Prepetition
               2000 Collateral, (iii) modifying the amount, validity, priority
               or extent of the Prepetition 2000 Lenders' liens or claims, (iv)
               directing the Prepetition 2000 Lenders to disgorge all or any
               part of any payment or transfer made by the Borrower or any other
               Debtor under the Prepetition 2000 Credit Agreement or as
               authorized pursuant to Paragraph 6, above, or (v) providing any
               other relief of any type or nature whatsoever, legal or
               equitable, against the Prepetition 2000 Lenders or otherwise
               permitting recovery from the Prepetition 2000 Lenders on account
               of their relationship with the Debtors arising under, relating to
               or in connection with the Prepetition 2000 Credit Agreement prior
               to the commencement of these proceedings, provided that the
               Creditors' Committee shall have one hundred twenty (120) days
               from the date of appointment of counsel to the Creditors'
               Committee within which to file any such objection or commence any
               such action, whether with respect to the Prepetition 2000
               Lenders' Claim or Liens or otherwise.  Any such objection or
               action shall set forth with reasonable particularity the basis
               for such objection or action and the reason why the Prepetition
               2000 Lenders' Claim should not be paid in full accordance with
               the DIP Credit Facility and this Order.  If no such objection or
               action is filed on or before one hundred twenty (120) days after
               the date of appointment of counsel to the Creditors' Committee,
               the Prepetition 2000 Lenders' Claim shall be allowed as a secured
               claim within the meaning of Bankruptcy Code section 506 for all
               purposes in connection with these cases.  Thereafter, any and all
               objections or actions (including, but not limited to, those under
               Bankruptcy Code sections 510, 544, 547, 548 and/or 550) by any
               party (including, without limitation, the Creditors' Committee
               and any subsequently appointed trustee, whether in a chapter 11
               or chapter 7 case), with respect to the validity, sufficiency,
               extent, perfection, refinancing or avoidance of the Pre-Petition
               Lenders' liens in the Prepetition 2000 Collateral or the
               Prepetition 2000 Lenders' Claim, or to any matters set forth in
               subclauses (i) through (v) above shall be forever barred.

(ix) The Debtors are hereby authorized to use the Cash Collateral
and other property in which the Prepetition 1997 Agent has an
interest pursuant to Bankruptcy Code sections 363(b) and 363(c)
in accordance with the terms and conditions of the Credit
Agreement and this Order.  As adequate protection to the
Prepetition 1997 Agent and the Prepetition 1997 Lenders to the
extent of any diminution in value of the Prepetition 1997
Lenders' interests in the Prepetition Collateral resulting from
(i) the use, sale or lease of the Prepetition Collateral, (ii)
the imposition of the automatic stay, (iii) the transfer of the
Receivables in accordance with the Termination Agreement or (iv)
the priming of the Liens on the Prepetition Collateral by the
Liens in favor of the Agent and Lenders granted in this Order and
the DIP Loan Documents pursuant to Bankruptcy Code section
364(d), the Prepetition 1997 Agent and the Prepetition 1997
Lenders shall be and hereby are granted (effective upon the date
of this Order and without the necessity of the execution  by the
Debtors of mortgages, security agreements, pledge agreements,
financing statements or otherwise) valid and perfected,
replacement security interests in, and liens upon (the
"Replacement Liens") all of the Debtors' right, title and
interest in, to and under the Collateral, subject only to (w) the
Carve-Out, (x) the Mandatory Fees, (y) Liens granted pursuant to
this Order and the DIP Loan Documents to the Agent and the
Lenders to secure the Obligations and (z) any Permitted
Subsequently Perfected Liens and any validly perfected liens
which are or will be senior (after giving effect to this Order)
to the Liens granted to the Agent and the Lenders pursuant to
this Order and the DIP Loan Documents, and in all cases subject
to the terms of the Intercreditor Arrangement.
(x)  As additional adequate protection for the Prepetition 1997
Lenders (the "Additional Adequate Protection"), the Debtors will
(i) pay monthly interest on the Balance at the 30-day Eurodollar
Rate (as defined in the DIP Credit Agreement), determined 30 days
prior to the date of payment, plus 3.25% per annum, (ii) on
January 31, 2001, pay the Balance to the Prepetition 1997
Lenders, subject to the restrictions set forth in section 5.02(j)
of the DIP Credit Agreement, (iii) provide to the Prepetition
1997 Lenders the same reports the Debtors are required to provide
to the Agent under the DIP Loan Documents, and the Agent shall
provide to the Prepetition 1997 Agent a copy of the Hilco final
report and the Debtors shall provide reasonable access to the
Prepetition 1997 Agent to the Debtors' books and records to
determine the value of the receivables owned by the Receivables
Trust as of the Petition Date, (iv) reimburse on a current basis
reasonable attorney's fees and the pre-petition fees of Arthur
Andersen & Co. (in the approximate amount of  $40,000), (v) if
requested by the Prepetition 1997 Lenders, reimburse reasonable
fees of such other professionals hired by the Prepetition 1997
Lenders to value the security interests in the Receivables Trust
previously granted to the Prepetition 1997 Lenders, but affected
by the termination of the Receivables Trust (provided, that any
payments made pursuant to clauses (iv) and (v) shall not exceed
in the aggregate $1 million), and (vi) obtain a "First Day Order"
that directs the Debtors to make payments in the ordinary course
of business in respect of all undisputed goods delivered after
the Petition Date.  The payment of interest and fees of
professionals as provided in this paragraph shall be subject to
the right of any party to seek from the Bankruptcy Court a
recharacterization, at a later date, of such payments pursuant to
Bankruptcy Code section 506 such that such payments may be
applied to principal.
(xi) The granting of the Replacement Liens to the Prepetition
1997 Lenders pursuant to Paragraph 9 above shall be without
prejudice to (A) the right of any party in interest to object to
the terms of the DIP Credit Facility in the manner provided for
in Paragraph 34, below, or (B) the right, if any, of the
Creditors' Committee, if any,  to seek entry of an order (i)
disallowing the Prepetition 1997 Lenders' claims, (ii) avoiding
any security or collateral interest in the assets of the Debtors
claimed by the Prepetition 1997 Lenders in the Prepetition
Collateral, (iii) modifying the amount, validity, priority or
extent of the Prepetition 1997 Lenders' Liens or claims, or (iv)
providing any other relief of any type or nature whatsoever,
legal or equitable, against the Prepetition 1997 Lenders or
otherwise permitting recovery from the Prepetition 1997 Lenders
on account of their relationship with the Debtors arising under,
relating to or in connection with the Prepetition 1997 Credit
Agreement prior to the commencement of these proceedings,
provided that the Creditors' Committee shall have one hundred
twenty (120) days from the date of appointment of counsel to the
Creditors' Committee within which to file any such objection or
commence any such action, whether with respect to the Prepetition
1997 Lenders' Claim or Liens or otherwise.  Any such objection or
action shall set forth with reasonable particularity the basis
for such objection or action.  If no such objection or action is
filed on or before one hundred twenty (120) days after the date
of appointment of counsel to the Creditors' Committee, the
Prepetition 1997 Lenders' Claim shall be allowed as a secured
claim within the meaning of Bankruptcy Code section 506 for all
purposes in connection with these cases.  Thereafter, any and all
objections or actions (including, but not limited to, those under
Bankruptcy Code sections 510, 544, 547, 548 and/or 550) by any
party (including, without limitation, the Creditors' Committee
and any subsequently appointed trustee), with respect to the
validity, sufficiency, extent, perfection, refinancing or
avoidance of the Pre-Petition Lenders' liens in the Prepetition
Collateral or the Prepetition 1997 Lenders' Claim, or to any
matters set forth in subclauses (i) through (iv) above shall be
forever barred.  Nothing in this paragraph shall operate to
preclude any party in interest from contesting or disputing at
any time whether the Prepetition 1997 Lenders experienced a
diminution in value of their interests in the Prepetition
Collateral.
(xii)     This Order shall be sufficient and conclusive evidence
of the validity, perfection, and priority of (x) the Agent's
Liens upon the Collateral to secure all Obligations incurred
under the DIP Loan Documents, and of (y) the Replacement Liens,
without the necessity of filing or recording any financing
statement or other instrument or document or notification which
may otherwise be required under the law of any jurisdiction or
the taking of any other action to validate or perfect the Liens
of the Agent and the Prepetition 1997 Agent in and to the
Collateral or to entitle the Agent or the Prepetition 1997 Agent
to the priorities granted herein, provided that the Debtors may
execute and the Agent may file or record financing statements or
other instruments or provide notice to evidence and to perfect
the Liens authorized hereby, provided further that no such filing
or recordation or notification shall be necessary or required in
order to create or perfect any such Lien.
(xiii)    The Agent, on behalf of  itself (for the ratable
benefit of the Lenders) and the Prepetition 1997 Agent, in its
discretion, may file a xerographic copy of this Order as a
financing statement with any recording officer designated to file
financing statements or with any registry of deeds or similar
office in any jurisdiction in which the Debtors have real or
personal property.
(xiv)     The DIP Credit Agreement and each of the DIP Loan
Documents, respectively, shall constitute and evidence the valid
and binding Obligations of each of the Debtors, which Obligations
shall be enforceable against each of the Debtors in accordance
with their terms.
(xv) The Termination Agreement is hereby approved, and the
Debtors are hereby authorized to perform all acts and to make,
execute and deliver all instruments and documents which may be
required or necessary for the performance by any of the Debtors
thereunder.  The Debtors are hereby authorized and directed to
utilize the proceeds of the first borrowing under the DIP Credit
Facility to fund payments in connection with the Termination
Agreement, in accordance with Paragraph 16, below.
(xvi)     Promptly following the entry of this Order and
satisfaction of the conditions precedent to the Termination
Agreement, the Borrower shall utilize the proceeds from the first
borrowing under the DIP Credit Facility to fund the payments
required under the Termination Agreement.  Upon the receipt by
the Trustee of the proceeds of the wire transfer of all amounts
owed to the Trustee on account of the termination of the
Receivables Program:
               First:    Any right, title or interest, including any lien or
          security interest of the Trustee and the Receivables Trust in or
          on any asset of the Debtors shall be deemed (i) to the extent
          permitted under applicable law, assigned and transferred to the
          Agent (for the ratable benefit of the Agent and the Lenders) and
          the Agent shall be subrogated to all rights of the Trustee and
          the Receivables Trust  therein, and (ii) as to the Receivables
          Trust and the Trustee only, terminated and extinguished and of no
          force or effect whatsoever.

Second:   All claims of the Trustee and the Receivables Trust
against the Debtors shall be deemed (i) to the extent permitted
under applicable law, assigned and transferred to the Agent (for
the ratable benefit of the Agent and the Lenders) and the Agent
shall be subrogated to all rights of the Trustee and the
Receivables Trust therein, and (ii) as to the Trustee and the
Receivables Trust, terminated, extinguished, and of no force or
effect whatsoever.
Third:    The Trustee and the Receivables Trust shall forthwith
deliver to the Borrower, free and clear of all liens, claims and
encumbrances, any and all property that is in the possession or
control of the Trustee or the Receivables Trust, and the Borrower
shall take such property free and clear of all liens claims and
encumbrances save those created by this Order and the DIP Loan
Documents.
          (xvii)    The Borrower is authorized to perform the Receivables
               Transfer Agreement with Granite National Bank N.A. in the
               ordinary course of business, and the Debtors are authorized to
               perform all of their obligations and all acts and to make,
               execute and deliver all instruments and documents which may be
               required or necessary for the performance by any of the Debtors
               thereunder, consistent with the DIP Loan Documents.

                      ADMINISTRATIVE CLAIM

          (xviii)   (a)  The Obligations under the DIP Credit Facility
               shall be an allowed administrative expense claim (the "Super-
               Priority Claim") with priority (subject and subordinate to the
               Carve-Out, including the Retained Payments (as defined below),
               and the Mandatory Fees) under Bankruptcy Code section 364(c)(1)
               and otherwise over all administrative expense claims and
               unsecured claims against the Debtors, now existing or hereafter
               arising, of any kind or nature whatsoever including, without
               limitation, administrative expenses of the kinds specified in or
               ordered pursuant to Bankruptcy Code sections 105, 326, 330
               (except as otherwise provided in Paragraph 21, below, with
               respect to the Mandatory Fees and Carve-Out (including the
               Retained Payments)), 331, 503(a), 503(b), 506(c), 507(a), 507(b),
               546(c),  and 1114.

     (b)  The Prepetition 1997 Agent and the Prepetition Lenders shall
be entitled to all of the benefits of section 507(b) of the
Bankruptcy Code, including without limitation, for any Additional
Adequate Protection not paid; provided, that any such claim shall
be an allowed administrative expense claim (the "Junior Super-
Priority Claim") with priority (subject and subordinate to the
Carve-Out, including the Retained Payments (as defined below),
the Mandatory Fees and junior in priority and subordinate in all
respects to the Super-Priority Claim) under Bankruptcy Code
section 364(c)(1) and otherwise over all administrative expense
claims and unsecured claims against the Debtors, now existing or
hereafter arising, of any kind or nature whatsoever including,
without limitation, administrative expenses of the kinds
specified in or ordered pursuant to Bankruptcy Code sections 105,
326, 330 (except as otherwise provided in Paragraph 21, below,
with respect to the Mandatory Fees and Carve-Out (including the
Retained Payments)), 331, 503(a), 503(b), 506(c), 507(a), 507(b),
546(c),  and 1114; provided that the Junior Super-Priority Claim
shall in all cases be subject to the terms of the Intercreditor
Arrangement.

(c)  All post-petition intercompany indebtedness involving
obligations of any of the Debtors or any of their affiliates to
any of the Debtors shall be an allowed administrative expense
claim with priority under Bankruptcy Code section 364(c)(1) and
otherwise over all administrative expense claims and unsecured
claims against the Debtors, now existing or hereafter arising, of
any kind or nature whatsoever except for the Super-Priority
Claim, the Carve-Out (including the Retained Payments) and the
Mandatory Fees and such claims on account of Post-Petition
Intercompany Indebtedness shall be part of the Collateral
securing all Obligations under the DIP Loan Documents.
          (xix)     Except as set forth in Paragraph 3, the Liens and
               Replacement Liens shall be prior and senior to all Liens and
               encumbrances of other secured creditors in and to such Collateral
               granted or arising, after the Petition Date (including, without
               limitation, Liens and security interests, if any, granted in
               favor of any federal, state, municipal or other governmental
               unit, commission, board or court for any liability of the
               Debtors).

(xx) Except for (a) the Mandatory Fees and (b) the allowed
amounts to be paid from the Carve-Out, plus the allowed amounts
representing Retained Payments, no costs or expenses of
administration including, without limitation, professional fees
allowed and payable under Bankruptcy Code sections 330 and 331
that have been or may be incurred in these chapter 11 cases, and
no priority claims to the Collateral are, or will be, prior to or
on a parity with the Obligations under the DIP Credit Facility,
or with any other claims of the Agent arising hereunder. Except
for (a) the Mandatory Fees, (b) the allowed amounts to be paid
from the Carve-Out, plus the allowed amounts representing
Retained Payments, and (c) the Super-Priority Claim, no costs or
expenses of administration including, without limitation,
professional fees allowed and payable under Bankruptcy Code
sections 330 and 331 that have been or may be incurred in these
chapter 11 cases, and no priority claims to the Collateral are,
or will be, prior to or on a parity with the Obligations under
the Prepetition 1997 Loan Documents, or with any other claims of
the Prepetition 1997 Agent arising hereunder.
(xxi)     The term "Carve-Out" means the sum of $3,000,000, which
shall be available for distribution for those fees and expenses
of the professionals (the "Professionals") employed at the
expense of the Debtors' estates in the course of these chapter 11
cases pursuant to sections 327, 328, 503(b) or 1103 of the
Bankruptcy Code and for the reimbursement of all reasonable and
documented out-of-pocket expenses of members of the Creditors'
Committee.  Any amounts paid to the Professionals or to members
of the Creditors' Committee prior to the occurrence of Event of
Default (the "Retained Payments") shall not be credited or
applied against the Carve-Out.  The Carve-Out and the Retained
Payments shall in any event exclude any fees and expenses (i)
arising out of or related to the prosecution of any claims or
causes of action against the Agent or the Lenders, and (ii)
arising as to services rendered after conversion of the chapter
11 cases to cases under chapter 7 of the Bankruptcy Code.  The
payment of the Carve-Out and the Retained Payments shall not
reduce, or be deemed applied in reduction of, the DIP Lenders'
claims against the Debtors.  Nothing set forth in this Paragraph
21 shall be deemed to prejudice, in any way, the Agent's right to
object to any request made by any Professional for payment of
fees and services.
(xxii)    The Debtors agree that no cost or expense which is
incurred by the Debtors in connection with or on account of the
preservation or disposition of any Collateral or which otherwise
could be chargeable to the Agent or the Collateral pursuant to
Bankruptcy Code section 506(c) or otherwise, shall be chargeable
to the Agent, the Prepetition 1997 Agent or the Collateral,
except for the Mandatory Fees, from the Carve-Out and as Retained
Payments.
     1.   Unless the Agent has provided its prior written consent or
all liabilities and all Obligations under the DIP Credit Facility
have indefeasibly been paid in full in cash, there shall not be
entered in these proceedings, or in any successor cases, any
order which authorizes:

          (a)  the obtaining of credit or the incurring of indebtedness
     that is (i) secured by a security, mortgage, or collateral
     interest or other Lien on all or any portion of the Collateral
     which is equal or senior to the liens and security interests held
     by the Agent, or (ii) entitled to priority administrative status
     which is equal or senior to that granted to Agent herein;
     provided however, that nothing herein shall prevent the entry of
     an order that specifically provides that as a condition to the
     granting of the benefits of (i) and (ii) above, all Obligations
     under DIP Credit Facility must be indefeasibly paid in full in
     cash; or

(b)  the enforcement of any claimed security, mortgage, or
collateral interest or other Liens of any person other than of
the Agent on all or any portion of the Collateral (other than the
enforcement of a lien on property of any of the Debtors' estates
which, as of the Petition Date, was subject to a valid and
perfected lien (other than on the Prepetition Collateral), or a
lien which constitutes a Permitted Subsequently Perfected Lien,
in each case only to the extent having priority over the lien of
the DIP Lenders); or
(c)  any payment or the transfer of any property on account of
claims asserted by vendors of any Debtor for reclamation in
accordance with Section 546(c) of the Bankruptcy Code, or the
Debtors' return of goods constituting Collateral pursuant to
Section 546(g)* of the Bankruptcy Code, provided that nothing
herein shall preclude the entry of any order granting a claim,
under Bankruptcy Code section 503(b) and in accordance with
Bankruptcy Code section 546(c)(2)(A), to a vendor asserting a
valid reclamation claim.
     2.   Without limiting the provisions and protections of Paragraph
23, above, if at any time prior to the repayment in full of all
Obligations under the DIP Credit Facility and the termination of
the Agent's obligation to make loans and advances under the DIP
Loan Documents, any Debtor or any Trustee subsequently appointed
shall obtain credit or incur debt pursuant to Bankruptcy Code
section 364(b), 364(c) or 364(d), then all of the consideration
for such credit or debt shall immediately be turned over to the
Agent in reduction of the Obligations under the DIP Credit
Facility.

3.   All Obligations of the Debtors to the Agent and the Lenders
under the DIP Credit Facility are due and payable upon the
earliest to occur of the following:
          (a)  July 15, 2000 (or such later date to which the Agent and the
     Debtors agree in writing), unless a Final Order approving the
     Motion (in form reasonably acceptable to the Agent) has been
     entered by such date, in which event the foregoing date shall be
     extended to June 2, 2003; or

(b)  the occurrence of an Event of Default (as defined in the DIP
Credit Agreement); or
(c)  the effective date of any plan of reorganization for any of
the Debtors in these chapter 11 cases.
Unless and until the Obligations under the DIP Credit Facility
are repaid in full, the protections afforded to the Agent under
the DIP Loan Documents and hereunder, and any actions taken
pursuant thereto and the Carve-Out (as to pre-conversion
services), shall survive the entry of any order confirming a plan
of reorganization or converting any of these cases into a case
pursuant to chapter 7 of the Bankruptcy Code, and the Liens in
and to the Collateral and the Super-Priority Claim and the Junior
Super-Priority Claim shall continue in these proceedings and in
any such successor case, and such Liens, Super-Priority Claim and
the Junior Super-Priority Claim shall maintain their priority as
provided by this Order (and the Intercreditor Arrangement) until
the Obligations under the DIP Credit Facility have been satisfied
in full, and the Junior Super-Priority Claim shall maintain their
priority as provided by this Order until the Prepetition 1997
Obligations shall have been satisfied in full.
     4.   The time and manner of payment of the Obligations pursuant
to the DIP Credit Facility, the Liens in and to the Collateral
and the Super-Priority Claim shall not be altered or impaired by
any plan of reorganization which may hereafter be confirmed or by
any further order which may hereafter be entered.

                REMEDIES UPON AN EVENT OF DEFAULT

     5.   Any automatic stay otherwise applicable to the Agent is
hereby modified so that upon the occurrence of an Event of
Default (as defined in the DIP Credit Agreement) and at any time
thereafter, upon five (5) days prior written notice of such
occurrence, in each case given to the Borrower and the Parent
Guarantor, counsel to the Creditor's Committee (if any) appointed
in these proceedings, and the United States Trustee, and without
further order of the Court, the Agent shall be entitled to
exercise the Agent's rights and remedies upon default.  Following
the giving of notice by the Agent of the occurrence of any Event
of Default:

          (a)  the Agent may terminate the Commitments and thereafter cease
     to make Advances (including Working Capital Advances, Swing Line
     Advances and Letter of Credit Advances) to the Borrower;

(b)  the Agent may declare the principal of and accrued interest,
fees and other liabilities constituting the Obligations to be due
and payable;
(c)  the Debtors shall continue to deliver and cause the delivery
of the proceeds of the Collateral to the Agent, as provided in
the DIP Loan Documents;
(d)  the Agent shall continue to apply such proceeds in
accordance with the provisions of the DIP Credit Agreement and in
accordance with this Order; and
(e)  the Debtors shall have no right to use any of such proceeds,
nor any other cash collateral (as defined in Bankruptcy Code
section 363(a)) other than towards the satisfaction of the
Obligations due to the Agent and the Lenders under the DIP Credit
Facility, the obligations payable from the Carve-Out and the
Mandatory Fees.
     6.   Nothing included herein shall prejudice, impair, or
otherwise affect the Agent's right to seek any other or
supplemental relief in respect of the Debtors nor the Agent's
right, as provided in the DIP Credit Agreement, to suspend or
terminate the making of loans under the DIP Credit Agreement.

                    MISCELLANEOUS PROVISIONS

     7.   If any provision of this Order is hereafter modified,
vacated or stayed by subsequent order of this or any other Court
for any reason, such modification, vacation, or stay shall not
affect the validity of any liability incurred pursuant to this
Order and prior to the later of (a) the effective date of such
modification, vacation, or stay, or (b) the entry of the order
pursuant to which such modification, vacation, or stay was
established, nor the validity, priority, or enforceability of any
Lien granted by the Debtor to the Agent.

8.   The payments made, and the Liens and Super-Priority Claims
granted to the Agent under the DIP Credit Facility and this
Order, and the priority thereof, shall be binding on the Debtors,
any successor trustee for the Debtors, and all creditors of the
Debtors, as provided in Bankruptcy Code section 364(e).
9.   The Agent's failure to seek relief or otherwise exercise its
rights and remedies under the DIP Credit Facility or this Order
shall not constitute a waiver of any of the Agent's rights
hereunder, thereunder, or otherwise.
10.  The Debtors and the Agent may amend or waive any provision
of the DIP Credit Facility, provided that such amendment or
waiver, in the judgment of the Debtors and the Agent, is either
nonprejudicial to the rights of third parties or is not material.
Except as otherwise set forth in the foregoing sentence, no
waiver, modification, or amendment of any of the provisions
hereof shall be effective unless set forth in writing, signed by
the parties hereto and approved by the Court.
11.  In the event of any inconsistency between the terms and
conditions of any DIP Loan Document and of this Order, the
provisions of this Order shall govern and control.
12.  The Debtors shall, on or before June ___, 2000, serve by
U.S. mail copies of the notice of approval of this Order,
together with a copy of this Order to (i) parties having been
given notice of the emergency hearing, (ii) any other party that
has filed a request for notice with this Court and served such
request upon the Debtor's counsel, (iii) counsel for any
statutory committee, (iv) counsel for the Agent, (v) the
Prepetition Agent and counsel for the Prepetition 1997 Agent,
(vi) the Prepetition 2000 Agent and counsel for the Prepetition
2000 Agent, (vii) the Prepetition 1997 Lenders, (viii) counsel
for the Creditors' Committee, if any, (ix) counsel for Oak Hill
Partners, (x) each of the landlords under the Debtors' real
property leases, (xi) counsel to the Trustee, (xii) the Debtors'
twenty largest unsecured creditors, and (xiii) the Office of the
United States Trustee.  The notice of approval of this Order
shall state that any party in interest objecting to the DIP
Credit Facility or the terms of the Final Order shall file
written objections with the United States Bankruptcy Court Clerk
for the Southern District of Texas, Houston Division, no later
than 4:00 p.m. on _____________, 2000, which objections shall be
served so that same are received by no later than 4:00 p.m.
(Houston time) on such date by the Office of the United States
Trustee, counsel for the Debtors, counsel for the Agent, counsel
for the Prepetition 1997 Agent, counsel for the Prepetition 2000
Agent and counsel for the Creditors' Committee, if any.
     13.  The Final Hearing to consider the Motion and Final Order
shall be held on June 26, 2000, at 1:00 p.m., at the United
States Bankruptcy Court, United States Coouthouse, 515 Rusk
Avenue, Room 4025, Houston, Texas 77002, before the Honorable
Wesley W. Steen, United States Bankruptcy Judge.

          SO ORDERED by the Court this 2nd day of June, 2000.



                                 /s/ Wesley W. Steen
                              JUDGE










                                                      EXHIBIT H-3






                      Jenkens & Gilchrist
                         a professional          Austin, Texas
                          corporation           (512) 499-3800
                                                   Chicago,
                        1445 Ross Avenue           Illinois
                           Suite 3200           (312) 425-3900
                      Dallas, Texas  75202      Houston, Texas
                                                (713) 951-3300
                         (214) 855-4500          Los angeles,
                     telecopier (214) 855-        California
                              4300              (310) 820-8800
 (214) 855-4366                                  San Antonio,
ajillson@jenkens.       www.jenkens.com              Texas
       com                                      (210) 246-5000
                                                  Washington,
                                                     D.C.
                                                (202) 326-1500

                        December 19, 2000



To the Administrative Agent, the Collateral Agent
and each Lender Party to the
Credit Agreement referred to below

Ladies and Gentlemen:

     We  have  acted as counsel to Stage Stores, Inc., a Delaware
corporation  (the  "Parent Guarantor"), and Specialty  Retailers,
Inc.,  a Texas corporation (the "Borrower" and together with  the
Parent  Guarantor  and all Subsidiary Guarantors,  each  a  "Loan
Party" and collectively, the "Loan Parties"), in connection  with
the   preparation,  execution  and  delivery  of  the  Debtor-in-
Possession  Credit  Agreement, dated as  of  June  2,  2000  (the
"Credit  Agreement"), among the Parent Guarantor,  the  Borrower,
the  financial institutions party thereto from time to time  (the
"Lenders"),  Citicorp  USA,  Inc., as  Administrative  Agent  and
Collateral  Agent  (in  such capacities, the  "Agent"),  and  the
transactions  contemplated  thereby.   Unless  otherwise  defined
herein, terms used herein shall have the respective meanings  set
forth in the Credit Agreement.  This opinion is delivered to  you
pursuant to Section 3.01 of the Credit Agreement.

     A.   Documents Reviewed:  Basis of Opinion

           In  connection  with rendering this opinion,  we  have
received and examined documents submitted to us as originals,  or
copies  submitted  to  us  as  being  in  the  form  of  original
documents, of the following (collectively, the "Documents"):

          1.   the Certificate or Articles of Incorporation and Bylaws of
               each Loan Party, each as amended through the date hereof;

          2.   the Loan Documents being delivered at the closing of the
               Credit Agreement on the date hereof, including the UCC financing
               statement to be filed with the Secretary of State of the State of
               Texas  (the "Financing Statement"); and

          3.   such other public, corporate documents and records as we
               deem necessary or appropriate in connection with this Opinion.

     In  our  examination, we have assumed, without investigation
or  inquiry, the authenticity of all Documents submitted to us as
originals, the genuineness of all signatures, the legal  capacity
of  natural  persons and the conformity to the originals  of  all
Documents  submitted  to us as copies.   In  addition,  we  have,
without  investigation or inquiry, assumed (i) that  all  of  the
parties  to such Documents have all requisite power and authority
to  execute,  deliver  and perform their  respective  obligations
under each of the Documents to which they are a party (other than
the  power and authority of the Loan Parties to execute,  deliver
and  perform  their obligations under the Loan  Documents);  (ii)
that  each  of  the  Documents has been duly  authorized  by  all
necessary  action  on the part of such parties  (other  than  due
authorization  of  the Loan Documents by the  Company)  that  are
party  thereto; (iii) that each of the Documents  has  been  duly
executed  and  delivered by such parties that are  party  thereto
(other  than due execution and delivery of the Loan Documents  by
the Loan Parties); and (iv) that each of the Documents are valid,
binding and enforceable obligations of all parties (other than of
the Loan Parties).

     As  to  the truth and accuracy of all factual matters  which
are   relevant   to   this  opinion,  we  have  relied,   without
investigation  or  inquiry,  solely upon  certificates  or  other
comparable documents of officers or other representatives of  the
Loan Parties, certificates of governmental agencies and upon  the
representations  and warranties of each of the parties  contained
in  the Documents and upon the relevant facts stated therein, all
of which we have assumed to be true and complete.

     B.   Opinions

          Based upon and subject to the foregoing and subject  to
the   assumptions,  exceptions  and  qualifications   hereinafter
stated, this firm expresses the following opinions:

          1.    Each Loan Party has taken all necessary corporate
action  to  authorize the execution, delivery and performance  of
the  Loan Documents to which it is a party.  Each Loan Party  has
duly  executed and delivered each of the Loan Documents to  which
it  is  a party, and each of such Loan Documents constitutes  the
legal,   valid  and  binding  obligation  of  such   Loan   Party
enforceable in accordance with its terms.

          2.      No    order,   consent,   approval,    license,
authorization,  or  validation  of,  or  filing,   recording   or
registration with (except as have been obtained or made prior  to
the  date hereof and are in full force and effect and except  for
the  additional filing of financing statements, mortgages,  deeds
of  trust and other documents required by the Loan Documents), or
exemption   by,  any  Governmental  Authority,  is  required   to
authorize,  or is required in connection with, (a) the execution,
delivery  and  performance  of  any  Loan  Document  or  (b)  the
legality, validity, binding effect or enforceability of any  such
Loan Document.

          3.    The  Interim Order has been entered on the docket
of  the  Bankruptcy  Court  and after  reviewing  the  Bankruptcy
Court's  Docket Report by electronic means, effective as of  June
6,  2000  at  11:08 a.m., we are not aware of any order  staying,
reversing, amending, vacating or otherwise modifying the  Interim
Order or of any motion pending requesting any such order.

          4.   The Interim Order and the Security Agreement
create a valid security interest (the "Article 9 Security
Interest"), for the benefit of the Secured Parties, in all of the
Loan Parties' right, title and interest in all Collateral (as
defined in the Security Agreement), in each case to the extent
Article 9 of the Uniform Commercial Code of the State of Texas
(the "UCC") is generally applicable thereto (and as used herein
the term "Collateral" is limited to Collateral subject to the
UCC) and, to the extent provided in Section 9-306 of the UCC, all
proceeds thereof.


               5.   Upon entry of the Interim Order and filing of
the Financing Statement in the office of the Secretary of State
of the State of Texas, which is the office in which filings are
required to perfect the Article 9 Security Interests in the
Collateral to the extent the Article 9 Security Interests may be
perfected by filing under the UCC, no further filing or recording
of any document or instrument or other action will be required so
to perfect the Article 9 Security Interests in the Collateral in
Texas.



           6.    A Texas court or a federal court sitting in  the
State  of  Texas and applying the conflict of law  rules  of  the
State  of Texas, including, without limitation, Section 35.51  of
the Texas Business and Commerce Code Annotated, would give effect
to  the  provisions of the Credit Agreement and  the  other  Loan
Documents  that  provide  that such  Loan  Documents  are  to  be
governed  by, and construed and enforced in accordance with,  the
laws of the State of New York.


     C.   Assumptions, Limitations, Qualifications and Exceptions

     1.     The  opinion  in  Paragraph  B.1.  above  as  to  the
enforceability of the Loan Documents is subject to:

          a.   bankruptcy, insolvency, reorganization, moratorium,
               fraudulent conveyance, or other similar laws relating to or
               affecting creditors' rights generally, or the appointment of a
               receiver or conservator pursuant to state or federal laws;

               b.   general principles of equity, including without limitation
                    concepts of materiality, reasonableness, good faith and fair
                    dealing, regardless of whether considered in a proceeding in
                    equity or at law;

               c.   the rights of the United States under the Federal Tax Lien
                    Act of 1966, as amended; and

          d.   other applicable laws, rules, regulations, court decisions
               and constitutional requirements in and of the State of Texas or
               the United States of America limiting or affecting the exercise
               of remedies under the Loan Documents, provided that any
               limitations imposed by such other applicable laws, rules,
               regulations, court decisions and constitutional requirements will
               not in our opinion, materially interfere with the Agent or the
               Lenders realizing the practical benefits intended to be conferred
               by the Loan Documents, though they may result in a delay thereof
               (and we express no opinion with respect to the economic
               consequences of any such delay).

          2.    As  to  our opinions set forth above, we  do  not
opine as to, and we have not reviewed or examined:

               a.   any  local,  municipal, county,  district  or
                    regional   law,   statute,   order,   decree,
                    administrative  record,  policy,   procedure,
                    guideline,  rule, requirement, regulation  or
                    notice; or

               b.   any   policy,  procedure,  guideline,   rule,
                    requirement or regulation that is privileged,
                    confidential, internal, unpublished,  or  not
                    of  public  record or widely disseminated  at
                    the date of this opinion.

           3.    We have not been requested to opine, and we have
not  opined, as to compliance with Texas usury laws or any issues
other than those expressly set forth herein.

           4.    We are attorneys licensed to practice law in the
State of Texas and we do not purport to be experts as to the  law
of any jurisdiction other than the State of Texas and the federal
law  of  the United States of America.  Accordingly, our opinions
rendered  herein are based upon, and limited to,  the  applicable
laws  of  the United States and the State of Texas (and,  in  the
case  of Paragraph B.1., the General Corporation Law of the State
of Delaware) in effect as of the date hereof.

           5.    We  note that the Loan Documents by their  terms
purport  to  be governed by the laws of the State  of  New  York.
While this firm expresses no opinion with respect to the laws  of
the State of New York, in rendering the opinions above, this firm
has  assumed that the internal laws of the State of New York  are
the same as the internal laws of the State of Texas.  We have not
conducted  any  analysis  to  determine  if  such  assumption  is
correct.

                    6.   The opinions expressed in Paragraph B.5
are subject to the following assumptions, limitations and
qualifications:


        a)   none of the Collateral consists or will consist of consumer
             goods, farm products, equipment used in farming operations,
             crops, timber, minerals and the like (including oil and gas) or
             accounts or general intangibles resulting from the sale of any of
             the foregoing, or beneficial interests in a trust or a decedent's
             estate;

         b)   in the case of property that becomes Collateral after the
              date hereof, Section 552 of the Bankruptcy Code limits the extent
              to which property acquired by a debtor after the commencement of
              a case under the Bankruptcy Code may be subject to a security
              interest arising from a security agreement entered into by the
              debtor before the commencement of such case;

               c)   in  the  case  of  Collateral  consisting  of
                    proceeds, continuation of perfection  of  the
                    security interest therein is limited  to  the
                    extent set forth in Section 9-306 of the UCC;

               d)   in the case of all Collateral to which the UCC applies, the
                 UCC requires the filing of continuation statements within the
                 period of six months prior to the expiration of five years from
                 the date of the filing of the original financing statements or
                 the filing of any continuation statement, in order to maintain
                 the effectiveness of the filing of the original financing
                 statements;

               e)   we express no opinion as to the Loan Parties' rights in or
                 title to any Collateral;

               f)   we express no opinion as to the priority of the security
                 interests in any of the Collateral;

         g)   we express no opinion regarding the validity, perfection or
              priority of the security interests in any of the Collateral as
              they relate to the creation or transfer of an interest in or lien
              on real estate, including a lease or rents thereunder, or as they
              relate to goods that are or are to become fixtures (regardless of
              location);

               h)   we express no opinion regarding the validity, perfection or
                 priority of any security interest in any of the Collateral
                 consisting of an interest or claim in or under any policy of
                 insurance or contract for an annuity;

               i)   we express no opinion regarding the validity, perfection or
                 priority of any security interest in any item of Collateral
                 consisting of any license or permit issued by any governmental
                 authority; and

               j)   We express no opinion as to the rights of the United States
                 under the Federal Tax Lien Act of 1966, as amended.

     We  call  to your attention the fact that the perfection  of
the  security  interests will be terminated as to any  Collateral
acquired  by  any Credit Party more than four months  after  such
Loan Party changes its name, identity or partnership or corporate
structure  so  as  to  make  the  financing  statement  seriously
misleading,   unless   new   appropriate   financing   statements
indicating  the  new name, identity or partnership  or  corporate
structure of the Borrower is properly filed before the expiration
of  such  four months.  We also call to your attention  that  the
perfection  of the security interests in the Collateral  will  be
terminated, as to any Collateral consisting of accounts,  general
intangibles  or  chattel paper, four months  after  the  relevant
Credit Party changes its chief executive office to a jurisdiction
not  governed  by the UCC (or, if earlier, when perfection  would
have  ceased as set forth in subparagraph (d) above) unless  such
security interests are perfected in such new jurisdiction  before
that termination.

               Except as otherwise provided herein, this opinion
letter and the matters addressed herein are as of the date
hereof, and we undertake no, and hereby disclaim any, obligation
to advise you of any change in any matter set forth herein
occurring after the date hereof or the date referred to herein,
as the case may be.  This opinion letter is limited to the
matters stated herein and no opinion is implied or may be
inferred beyond the matters expressly stated.



     This  opinion letter is solely for your benefit and for  the
benefit  of  each Lender from time to time party  to  the  Credit
Agreement, their participants and assigns, and may not be  relied
upon by any other person without our prior written consent.  This
opinion  may not be relied upon for any other purpose, or  relied
upon  by  any other person, firm or corporation for any  purpose,
without  our  prior written consent. We assume no  obligation  to
advise  you of facts, circumstances, events or developments  that
hereafter  may  be brought to our attention and that  may  alter,
affect or modify the opinions expressed herein.


                             JENKENS & GILCHRIST,
                             A Professional Corporation



                              By:
                                   Andrew E. Jillson, Authorized
Signatory





_______________________________
1PLEASE PRINT THIS WITH GRAPHIC LINES
1    Required if the Assignee is an Eligible Assignee solely by
     reason of clause (a)(viii) or (b) of the definition of
     "Eligible Assignee".

2    Required if the Assignee is an Eligible Assignee solely by
     reason of clause (a)(viii) or (b) of the definition of
     "Eligible Assignee" and no Default has occurred or is
     continuing as of the Effective Date.