WHEREAS, Borrowers, Agent and Lenders are party to that certain Post-Confirmation Loan and Security Agreement, dated February 9, 2000 (as the same has been amended from time to time, the "Loan Agreement");

        WHEREAS, Borrowers, Agent and Lenders desire to amend the Loan Agreement as set forth herein; and

        WHEREAS, Borrowers, Guarantors, Agent and Lenders are party to that certain Forbearance Agreement, dated as of November 8, 2000 (as the same has been amended from time to time, the " Forbearance Agreement;" all capitalized terms used herein and not otherwise expressly defined herein shall have the respective meanings given to such terms in the Forbearance Agreement); and

        WHEREAS, Agent, Lenders, Borrowers and Guarantors desire to amend the Forbearance Agreement as set forth herein.

        NOW, THEREFORE, in consideration of the foregoing premises, and other good and valuable consideration, the receipt and legal sufficiency of which is hereby acknowledged, the parties hereto hereby agree as follows:

1. Amendments to Loan Agreement and Forbearance Agreement.

   1. Amendments to Loan Agreement. The Loan Agreement is hereby amended as follows:

      1. Section 1.1 of Article 1 of the Loan Agreement is hereby amended by deleting therefrom the definition of "Initial Anniversary Date" in its entirety and inserting the following in lieu thereof:

         "Initial Anniversary Date" shall mean March 14, 2001.

      2. Section 12.1(h) of Article 12 of the Loan Agreement is hereby amended by deleting from the eighth and ninth lines thereof the clause: ", and such case or proceeding shall continue undismissed or unstayed for a period of sixty (60) consecutive calendar days."

   2. Amendments to Forbearance Agreement. The Forbearance Agreement is hereby amended as follows:

      1. Paragraph 2 of the Forbearance Agreement is hereby amended by deleting therefrom the reference to the date "February 28, 2001" and inserting in lieu thereof the date "March 14, 2001."

      2. Paragraph 2 of the Forbearance Agreement is hereby further amended by deleting therefrom, beginning with the ninth line of the second full paragraph thereof, the clause "; provided, further, however, Agent and Lenders specifically agree that, solely during the Forbearance Period and solely for so long as Borrowers and Guarantors are complying with the terms and conditions set forth in this Agreement, Agent and Lenders shall not increase the amount of the Forbearance Reserve."

      3. Paragraph 4(d) of the Forbearance Agreement is hereby deleted in its entirety and the following is inserted in lieu thereof:

4. Section 1.1 of Article 1 of the Loan Agreement is hereby further amended by adding the following new definition of "Forbearance Reserve" in the correct alphabetical order thereto:

"Forbearance Reserve" shall mean a reserve against Borrowing Base Availability in an amount equal to the sum of $3,500,000.00.

4. Paragraph 6 of the Forbearance Agreement is hereby deleted in its entirety and the following is inserted in lieu thereof:

6. [Intentionally omitted]

 

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