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. 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 30, 2001.

   2. Amendments to Forbearance Agreement. Paragraph 2 of the Forbearance Agreement is hereby amended by deleting therefrom the reference to the date "March 14, 2001" and inserting in lieu thereof the date "March 30, 2001."

2. Representations, Warranties, Covenants and Acknowledgments. To induce Agent and Lenders to enter into this Agreement:

   1. Each Borrower and Guarantor does hereby represent and warrant that (i) as of the date hereof, all of the representations and warranties made or deemed to be made under the Forbearance Agreement and the other Loan Documents are true and correct, (ii) as of the date hereof, after giving effect to the terms hereof, there exists no (A) default or breach of the Forbearance Agreement or (B) Default or Event of Default under the Loan Agreement or any of the Loan Documents, other than any Default or Event of Default which may arise from the failure of Borrowers to pay, during the Forbearance Period, certain interest payments with respect to the Senior Notes (as defined below), (iii) such Borrower and Guarantor has the power and is duly authorized to enter into, deliver and perform this Agreement, and (iv) this Agreement and each of the Forbearance Agreement and the other Loan Documents is the legal, valid and binding obligation of the such Borrower and Guarantor enforceable against it in accordance with its terms; and

   2. Each Borrower and Guarantor does hereby reaffirm each of the agreements, covenants, and undertakings set forth in the Forbearance Agreement and each and every other Loan Document executed in connection therewith or pursuant thereto as if such Borrower or Guarantor were making said agreements, covenants and undertakings on the date hereof; and

   3. Each Borrower and Guarantor does hereby acknowledge and agree that no right of offset, defense, counterclaim, claim, causes of action or objection in favor of any Borrower or Guarantor against Agent or any Lender exists arising out of or with respect to (i) the Secured Obligations, this Agreement, the Forbearance Agreement, the Loan Agreement or any of the other Loan Documents, (ii) any other documents now or heretofore evidencing, securing or in any way relating to the foregoing or (iii) the administration or funding of the Revolving Credit Loans;

   4. Each Borrower and Guarantor does hereby acknowledge and agree that any and all references to the Loan Agreement herein or in the Forbearance Agreement shall mean and refer to the Loan Agreement, as amended by (i) that certain First Amendment to Post-Confirmation Loan and Security Agreement, dated August 31, 2000, (ii) that certain Second Amendment to Post-Confirmation Loan and Security Agreement, dated January 26, 2001, (iii) that certain Third Amendment to Post-Confirmation Loan and Security Agreement, dated February 28, 2001, and (iv) that certain Fourth Amendment to Post-Confirmation Loan and Security Agreement, as contained herein; and

   5. Each of Borrowers and Guarantors hereby acknowledge and agree that no payment of any type or nature whatsoever will be made with respect to Borrowers' 12% Senior Subordinated Notes, due 2005 (collectively, the "Senior Notes"), during the Forbearance Period; and
      
       

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