FIRST AMENDMENT TO AMENDED AND RESTATED INTERCREDITOR AGREEMENT

                                                                    Exhibit 10.2

                                 FIRST AMENDMENT

                                       TO

                  AMENDED AND RESTATED INTERCREDITOR AGREEMENT

                  --------------------------------------------

     THIS FIRST AMENDMENT TO AMENDED AND RESTATED INTERCREDITOR AGREEMENT (this

"First Amendment") dated as of October 12, 2006 is by and among WACHOVIA BANK,

NATIONAL ASSOCIATION, a national banking association, as successor by merger to

Congress Financial Corporation, a Delaware corporation, as Agent (in such

capacity, together with its successors and assigns, if any, the "Revolving Loan

Agent") for the Revolving Loan Lenders, THE BANK OF NEW YORK, a New York banking

corporation, as collateral agent (in such capacity, together with its successors

and assigns, if any, the "Noteholder Collateral Agent") for the Trustee and the

Noteholders, and AIRLIE OPPORTUNITY CAPITAL MANAGEMENT, L.P., as collateral

agent (in such capacity, together with its successors and assigns, if any, the

"Third Priority Collateral Agent") for the Third Priority Noteholders. The

Revolving Loan Agent, Noteholder Collateral Agent and Third Priority Collateral

Agent are sometimes individually referred to herein as a "Creditor" and

collectively as "Creditors."

                              W I T N E S S E T H:

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     WHEREAS, the Revolving Loan Agent and Revolving Loan Lenders have entered

into a Second Amended and Restated Loan and Security Agreement, dated as of

April 22, 2004, as heretofore amended (as amended, supplemented, and restated or

otherwise modified from time to time, the "Loan Agreement"), among the Debtors,

the Revolving Loan Agent and the Revolving Loan Lenders parties thereto,

pursuant to which Debtors may borrow and, subject to the terms and conditions

specified therein, the Revolving Loan Lenders will from time to time make loans

in an aggregate principal amount of up to the maximum amount specified therein

and arrange for letter of credit accommodations in an amount of up to the

maximum amount specified therein;

     WHEREAS, the obligations of Debtors to Revolving Loan Agent and Revolving

Loan Lenders are secured by certain assets and properties of the Debtors as set

forth in the Loan Agreement pursuant to which the Debtors granted to Revolving

Loan Agent for the benefit of the Revolving Loan Lenders a security interest in

and lien upon the Collateral (as defined in the Loan Agreement);

     WHEREAS, the Debtors, the Noteholder Collateral Agent and Noteholders

entered into an Indenture, dated as of April 22, 2004, as heretofore amended (as

amended, supplemented, restated or otherwise modified from time to time, the

"Note Indenture"), with the Noteholder Collateral Agent and The Bank of New

York, in its capacity as trustee (in such capacity, together with its successors

and assigns, if any, the "Trustee"), governing the rights and duties of Debtors

thereunder and under the 12% Senior Secured Notes due 2008 and the Senior

Secured Floating Rate Notes due 2008 in the original aggregate principal amount

of $115,000,000;

     WHEREAS, the obligations of Debtors to the Noteholders are secured by

certain assets and properties of the Debtors as set forth in the Indenture and

the Security Agreement, dated as

of April 22, 2004, as heretofore amended (as amended, supplemented, restated or

otherwise modified from time to time, the "Security Agreement"), pursuant to

which the Debtors granted to Noteholder Collateral Agent for the pro-rata

benefit of the Noteholders a security interest in and lien upon the Collateral

(as defined in the Security Agreement);

     WHEREAS the parties hereto are parties to the Amended and Restated

Intercreditor Agreement dated as of March 3, 2005 (the "Intercreditor

Agreement");

     WHEREAS, pursuant to the Third Supplemental Indenture, dated as of March

31, 2006, among the Debtors, the Noteholder Collateral Agent and the Trustee

(the "Third Supplemental Indenture"), the Note Indenture was amended among other

things to modify the definition of the term "Permitted Indebtedness" to allow

the amount of secured debt permitted to be incurred pursuant to the Loan

Agreement to be increased from $20,000,000 to $30,000,000;

     WHEREAS, the Note Indenture, as amended by the Third Supplemental

Indenture, provides that the Revolving Loan Lenders shall have a Permitted Prior

Lien (as defined in the Note Indenture) on the Collateral (as defined in the

Note Indenture) securing the debt under the Loan Agreement, including any

increased amount of available borrowings thereunder;

     WHEREAS, pursuant to Amendment No 13 to Second Amended and Restated Loan

Agreement, dated of even date herewith, among Debtors, Revolving Loan Agent and

Revolving Loan Lenders ("Amendment No. 13 to Loan Agreement"), the Loan

Agreement was amended among other things to permit the Debtors to borrow from

the Revolving Loan Lenders up to an additional $10,000,000 of secured debt

thereunder; and

     WHEREAS Section 4.1 of the Intercreditor Agreement permits the parties

thereto to amend the Intercreditor Agreement in writing;

     WHEREAS, it is the intention of the Creditors that the Intercreditor

Agreement be amended to reflect the amendment to the Note Indenture set forth in

the Third Supplemental Indenture and in addition to reflect the amendment to the

Loan Agreement set forth in Amendment No. 13 to Loan Agreement;

     NOW THEREFORE, in consideration of the mutual benefits accruing to

Creditors hereunder and other good and valuable consideration, the receipt and

sufficiency of which is hereby acknowledged, the parties hereto do hereby agree

as follows:

     1. DEFINITIONS

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         Except as otherwise defined herein, capitalized terms used herein are

used with the same meaning assigned thereto in the Intercreditor Agreement.

     2. AMENDMENT

        ---------

     Section 1.27 of the Intercreditor Agreement is hereby amended to increase

the reference to $23,000,000 in such section by $10,000,000 to $33,000,000, so

that, as amended hereby, such section reads in its entirety as follows:

     1.27 "Revolving Loan Priority Amount" shall mean the sum of (a) (i) the

outstanding principal amount of Revolving Loan Debt not to exceed $33,000,000 in

the aggregate, plus (ii) the aggregate amount of Letter of Credit Accommodations

and LC Advances (as such terms are defined in the Revolving Loan Agreements) in

an amount not to exceed $10,000,000, plus (iii) the outstanding principal amount

of any other Revolving Loan Debt (in excess of the Revolving Loan Debt

referenced in clause (i) above) to the extent that such Revolving Loan Debt is

permitted under Section 4.12 of the Indenture, and clause (14) of the definition

of "Permitted Indebtedness" contained therein, plus (b) accrued but unpaid

interest on and fees and charges payable in connection with the Revolving Loan

Debt set forth in clause (a) above (including, without limitation, interest and

fees accruing during any Insolvency Proceeding whether or not allowable in whole

or in part therein), plus (c) Revolving Loan Agent's costs and expenses paid or

incurred and other payments made in connection with collecting the Revolving

Loan Debt and enf