(a)           The following definition is hereby added to Section 1.1 of the Loan Agreement:

        (b)       Section 6.17 of the Loan Agreement is hereby amended by deleting clauses (a), (b), (c), (d), (e) and (f) thereof, and replacing them with the following new clauses (a), (b), (c), (d), (e) and (f), respectively:

        “(a)        Fixed Charge Coverage Ratio. The Loan Parties shall not permit the Fixed Charge Coverage Ratio to be less than: (i) 0.45 to 1.00 for the fiscal month ending on or about March 31, 2005; or (ii) 1.31 to 1.00 as of any fiscal month-end thereafter, as determined in each case in accordance with GAAP for the twelve consecutive month period then ending.”

        “(b)        Minimum EBITDA. The Loan Parties shall not permit EBITDA to be less than: (i) negative $1,375,000 for the Company’s fiscal quarter ending on or about March 31, 2005; or (ii) $1,980,000 for any fiscal quarter thereafter, such amount to be determined in each case in accordance with GAAP for the period of such fiscal quarter then ending.”

        “(c)        Senior Debt to EBITDA Ratio. The Loan Parties shall not permit the Senior Debt to EBITDA Ratio to be greater than: (i) 5.61 to 1.00 as of the end of the Company’s fiscal quarter ending on or about March 31, 2005; or (ii) 2.365 to 1.00 as of the end of each fiscal quarter thereafter; such ratio to be determined in each case in accordance with GAAP using the ratio of Senior Debt as of the end of each such fiscal quarter to EBITDA for the period of four consecutive fiscal quarters of the Company then ending.”

        “(d)        Total Debt to EBITDA Ratio. The Loan Parties shall not permit the Total Debt to EBITDA Ratio to be greater than: (i) 10.175 to 1.00 as of the end of the Company’s fiscal quarter ending on or about March 31, 2005; or (ii) 4.675 to 1.00 as of the end of any fiscal quarter thereafter; such ratio to be determined in each case in accordance with GAAP using the ratio of Total Debt as of the end of each such fiscal quarter to EBITDA for the period of four consecutive fiscal quarters of the Company then ending.”

        “(e)        Total Liabilities to Tangible Capital Funds Ratio. The Loan Parties shall not permit the Total Liabilities to Tangible Capital Funds Ratio to be greater than: (i) 13.20 to 1.00 as of the end of March 2005; or (ii) 5.23 to 1.00 as of the end of any month thereafter; such ratio to be determined in each case in accordance with GAAP as of such month-end.”

        “(f)        Adjusted Working Capital. The Loan Parties shall not permit Adjusted Working Capital to be less than: (i) negative $12,650,000 as of the end of March 2005; or (ii) negative $9,900,000 as of the end of each month thereafter; such amount to be determined in each case in accordance with GAAP as of such month end. Notwithstanding the foregoing, the minimum Adjusted Working Capital requirement hereunder shall increase by $1,000,000 over the prior year’s December 31 number, as of and at the end of each fiscal year commencing with fiscal year-end 2005; e.g., the minimum Adjusted Working Capital requirement as of December 31, 2005 shall be negative $8,900,000.”

        6.       Agreement Regarding Financial Covenants. The Lenders and the Loan Parties hereby agree and acknowledge that, notwithstanding the provisions of Section 6.17(a), (b), (c), (d), (e) and (f) of the Loan Agreement (as each is amended by this Fifth Amendment), the Lenders and the Loan Parties intend to negotiate a revised set of mutually-acceptable financial covenants to be applicable during all periods after March 31, 2005.

        7.       Fifth Amendment Conditions. The Fifth Amendment and the obligations of Lenders contemplated hereby shall be governed by and subject to the following terms and conditions:

        (a)       receipt of this Waiver and Fifth Amendment to Amended and Restated Senior Subordinated Loan Documents, duly executed by the Loan Parties and Lenders;

        (b)       receipt of copies of all documents evidencing corporate action taken by each Loan Party with respect to the consummation of the transactions contemplated by this Fifth Amendment, including but not limited to, and as requested by the Lenders, resolutions of the Board of Directors of each Loan Party authorizing the execution, delivery and performance by such Loan Party of this Fifth Amendment;

        (c)       receipt of a certificate of each Loan Party, signed by its chief executive officer or president, to the effect that: (i) all of the representations and warranties of such party contained in this Fifth Amendment are true and correct as of the date hereof; (ii) such party has complied with and performed all of the terms, covenants and agreements contained in the Senior Subordinated Loan Documents which are to be complied with or performed by such party on or before the date hereof; and (iii) other than the Existing Defaults, no Event of Default or Potential Event of Default has occurred and is continuing;

        (d)       receipt of the Senior Eighth Amendment, certified by the Loan Parties’ secretary or president to be true and correct and in full force and effect and any and all other documents, agreements, certificates and instruments executed or delivered in connection therewith, each in form and substance satisfactory to Lenders in their sole discretion; and

        (e)       receipt of the execution and delivery or obtainment of such other instruments, documents, agreements, certificates, instruments, consents, waivers, opinions and information as Lenders may reasonably request, all in a form reasonably acceptable to Lenders.

        (a)       The Loan Parties have the requisite power and authority to execute, deliver and carry out this Fifth Amendment and the transactions contemplated hereby.

        (b)       The execution and delivery of this Fifth Amendment, the Senior Eighth Amendment and the consummation by the Loan Parties of the transactions contemplated hereby or thereby has been duly authorized by all necessary action and other consents, approvals and the like required on the part of the Loan Parties.

        (c)       Neither the execution and delivery by the Loan Parties of this Fifth Amendment or the Senior Eighth Amendment nor the consummation of the transactions contemplated hereby or thereby, nor compliance by the Loan Parties with the terms, conditions and provisions hereof or thereof, shall (i) conflict with or result in a breach of the terms, conditions or provisions of, (ii) constitute a default under, (iii) result in the creation of any lien, security interest, charge or encumbrance upon its capital stock or assets pursuant to, (iv) give any third party the right to accelerate any obligation under, (v) result in a violation of or (vi) require any authorization, consent, approval, exemption or other action by or notice to any court or administrative or governmental body pursuant to the Certificate or Articles of Incorporation or by-laws of the Loan Parties or any law, statute, rule or regulation to which the Loan Parties are subject, or any agreement, instrument, order, judgment or decree to which the Loan Parties are subject.

        (d)       This Fifth Amendment and the Senior Eighth Amendment have been duly and validly executed and delivered by the Loan Parties and constitute legal, valid and binding obligations, and all such obligations of the Loan Parties are enforceable in accordance with their respective terms.

        (e)       No event has occurred and is continuing and no condition exists which would constitute an Event of Default or Potential Event of Default, other than the Existing Defaults.

        (f)       All representations and warranties of the Loan Parties in the Loan Agreement remain true and correct as of the date hereof (except as disclosed on Schedule II hereto, and except for non material changes to certain schedules previously delivered as of the Second Amendment Effective Date) as though originally made on and as of the date hereof and will be true and correct after giving effect to the amendments set forth in Section 5 hereof.

        (g)       Each Loan Party represents that: (a) it has no intention to file or acquiesce in the filing of any bankruptcy or insolvency proceeding hereafter, absent Lender’s approval of such proceeding; and (b) the period commencing on the Fifth Amendment Closing Date and ending on the Senior Termination Date is sufficient for such Loan Party to accomplish the commitments it has undertaken in this Fifth Amendment.

        (a)       Each Loan Party does hereby release and forever discharge each Lender (in such Person’s capacity as a Lender and not in such Person’s capacity as officer, director or Affiliate of a Loan Party) and each Affiliate thereof and each of their respective employees, officers, directors, partners, trustees, agents, attorneys, successors, assigns or other representatives from any and all claims, demands, damages, actions, cross-actions, causes of action, costs and expenses (including legal expenses), of any

        (b)       Each Loan Party shall and hereby does indemnify each Lender and each Affiliate thereof and their respective directors, partners, officers, employees and agents from, and hold each of them harmless against, any and all losses, liabilities, claims or damages (including reasonable legal fees and expenses) to which any of them may become subject, insofar as such losses, liabilities, claims or damages arise out of or result from the execution by any Lender or Loan Party of this Fifth Amendment or any investigation, litigation or other proceeding (including any threatened investigation or proceeding) relating to the foregoing or any of the other Senior Subordinated Loan Documents, and the Loan Parties shall reimburse each Lender and each Affiliate thereof and their respective directors, partners, officers, employees and agents, upon demand for any expenses (including legal fees) reasonably incurred in connection with any such investigation or proceeding; but excluding any such losses, liabilities, claims, damages or expenses incurred by reason of the gross negligence, bad faith or willful misconduct of the Person to be indemnified or in connection with disputes exclusively between Lenders.

        (c)       Without limiting any provision of this Fifth Amendment, it is the express intention of the parties hereto that each Person to be indemnified hereunder or thereunder shall be indemnified and held harmless against any and all losses, liabilities, claims or damages: (i) arising out of or resulting from the sole ordinary or contributory negligence of such Person or (ii) imposed upon said party under any theory of strict liability. Without prejudice to the survival of any other obligations of the Loan Parties hereunder and under the other Senior Subordinated Loan Documents, the obligations of the Loan Parties under this Section 9 shall survive the termination of the Senior Subordinated Loan Documents and the other Senior Subordinated Loan Documents and the payment of the Obligations.

        (a)       Further Assurances. The Loan Parties shall, from time to time at the request of the Lenders holding a majority in interest of the Loans, do all further acts and things as may in the opinion of such Lenders be necessary or advisable to effectuate the transaction and other matters contemplated hereby, including, without limitation, the modification of or amendment to any other agreements, certificates or instruments to which the Loan Parties are a party.

        (b)       Notices. All notices and other communications given to or made upon any party hereto in connection with this Fifth Amendment shall be in accordance with Section 8.6 of the Loan Agreement.

        (c)       Joint and Several Liability. Except as specifically set forth herein, the liability of each Loan Party under this Fifth Amendment and the other agreements in general shall be joint and several, and each reference herein to the Loan Parties shall be deemed to refer to each such Loan Party. In furtherance and not in limitation of Lenders’ rights and remedies hereunder or at law, each Lender may proceed under the Loan Agreement and the other agreements against any one or more of the Loan Parties in their absolute and sole discretion for any of the obligations of the Loan Parties or any other liability or obligation of the Loan Parties arising thereunder.

        (d)       Survival. All representations, warranties, covenants, indemnifications, consents and agreements of the Loan Parties contained herein or made in writing in connection herewith shall survive the execution and delivery of this Fifth Amendment and, except as set forth otherwise herein, shall remain in effect through the date that all amounts due hereunder are paid to Lenders.

        (e)       Entire Agreement. This Fifth Amendment and the instruments to be delivered by the parties pursuant to the provisions hereof constitute the entire agreement between the parties hereto with respect to the subject matter hereof.

        (f)       Counterparts. This Fifth Amendment may be executed in any number of counterparts and by any party hereto on separate counterparts, each of which, when so executed and delivered, shall be an original, but all such counterparts shall together constitute one and the same instrument. Delivery of a counterpart by facsimile shall be deemed to be delivery of an original counterpart hereto.

        (g)       Captions. Section captions used in this Fifth Amendment are for convenience only, and shall not affect the construction of this Fifth Amendment.

        (h)       No Further Amendments. Except as specifically amended hereby, the terms and provisions of the Loan Agreement shall remain in full force and effect.