Stage Stores Inc – ‘10-Q’ for 10/28/00 – EX-4.1

On:  Wednesday, 12/20/00, at 3:31pm ET   ·   For:  10/28/00   ·   Accession #:  6885-0-58   ·   File #:  1-14035

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Quarterly Report   —   Form 10-Q
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-Q        Quarterly Report                                      40±   169K 
 3: EX-4.1      Instrument Defining the Rights of Security Holders   345±  1.39M 
 2: EX-27.1   ƒ Financial Data Schedule (Pre-XBRL)                     1      5K 

EX-4.1   —   Instrument Defining the Rights of Security Holders
Exhibit Table of Contents

                                                 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.                                  

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘10-Q’ Filing		Date		Other Filings
		6/2/03		4
		1/31/03
		10/31/02
		6/14/02
		10/31/01
		1/31/01
Filed on:		12/20/00
		12/19/00
For Period End:		10/28/00		NT 10-Q
		7/15/00
		7/1/00
		6/26/00
		6/6/00
		6/2/00		8-K
		6/1/00		8-K
		4/30/00
		4/15/00
		3/6/00
		2/18/00
		2/3/00		8-K
		2/1/00
		1/31/00
		12/9/99
		11/9/99
		11/1/99
		1/27/99
		10/7/98
		8/1/98		10-Q
		10/1/97
		6/26/97		8-K,  8-K/A
		6/17/97
		6/16/97
		6/11/97
		5/30/96
		7/30/93
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