THIRD AMENDMENT TO SECOND AMENDED AND RESTATED REVOLVING CREDIT AND GOLD CONSIGNMENT AGREEMENT

<PAGE>

EXHIBIT 10.1

THIRD AMENDMENT TO SECOND AMENDED AND RESTATED REVOLVING

CREDIT AND GOLD CONSIGNMENT AGREEMENT

THIS THIRD AMENDMENT TO SECOND AMENDED AND RESTATED REVOLVING CREDIT AND

GOLD CONSIGNMENT AGREEMENT (this "Amendment") is entered into as of the 6th day

of April, 2005 by and among the banks that are or may from time to time become

parties hereto (individually a "Bank" and collectively, the "Banks"), LASALLE

BANK NATIONAL ASSOCIATION, a national banking association, as administrative

agent ("Administrative Agent") and collateral agent, ABN AMRO BANK N.V., as

syndication agent, JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, as documentation

agent, BACK BAY CAPITAL FUNDING LLC ("Back Bay"), as an Accommodation Bank, and

WHITEHALL JEWELLERS, INC., a Delaware corporation (the "Borrower").

WITNESSETH:

WHEREAS, the Agents (as defined in the Agreement), the Banks and the

Borrower are parties to that certain Second Amended and Restated Revolving

Credit and Gold Consignment Agreement dated as of July 29, 2003, as amended by

that certain First Amendment to Second Amended and Restated Revolving Credit and

Gold Consignment Agreement dated as of March 23, 2004 and that certain Second

Amendment to Second Amended and Restated Revolving Credit and Gold Consignment

Agreement dated as of January 31, 2005 (collectively, the "Agreement"); and

WHEREAS, the Borrower and the Banks have agreed to further amend the

Agreement in accordance with the terms and conditions of this Amendment.

NOW, THEREFORE, for and in consideration of the premises and mutual

agreements herein contained and for the purposes of setting forth the terms and

conditions of this Amendment, the parties, intending to be bound, hereby agree

as follows:

1. Incorporation of the Agreement. All capitalized terms which are not

defined hereunder shall have the same meanings as set forth in the Agreement,

and the Agreement, to the extent not inconsistent with this Amendment, is

incorporated herein by this reference as though the same were set forth in its

entirety. To the extent any terms and provisions of the Agreement are

inconsistent with the amendments set forth in Paragraph 2 below, such terms and

provisions shall be deemed superseded hereby. Except as specifically set forth

herein, the Agreement shall remain in full force and effect and its provisions

shall be binding on the parties hereto.

2. Amendment of the Agreement.

(i) The definitions of the terms "Accommodation Facility",

"Accommodation Facility Commitment Amount," "Accommodation Bank,"

"Accounts Payable," "Appraised (GOB) Percentage of Eligible Inventories,"

"Effective Percentage," "Eligible Credit Card Receivables," "Field

Examination Reserve," "Minimum Excess Availability," "Non-consenting

Bank," "NRLV," "Required Availability Reserve," and "Revolving Loan

Borrowing Base" are hereby added to Section 1.1 of the Agreement to read

as follows:

<PAGE>

ACCOMMODATION FACILITY. AS DEFINED IN SECTION 2.12.

ACCOMMODATION FACILITY COMMITMENT AMOUNT. FIFTEEN MILLION DOLLARS

($15,000,000.00).

ACCOMMODATION BANK. LASALLE AND BACK BAY AND ANY REPLACEMENT BANK PURSUANT

TO SECTION 26 .

ACCOUNTS PAYABLE. AS OF ANY DATE OF DETERMINATION, ALL ACCOUNTS PAYABLE

RECORDED ON THE BOOKS AND RECORDS OF THE BORROWER IN ACCORDANCE WITH GENERALLY

ACCEPTED ACCOUNTING PRINCIPLES, AND IN ACCORDANCE WITH THE BORROWER'S HISTORICAL

PRACTICES.

APPRAISED (GOB) PERCENTAGE OF ELIGIBLE INVENTORIES. THE FOLLOWING

SPECIFIED PERCENTAGES DURING THE CORRESPONDING DESIGNATED PERIODS, BUT IN NO

EVENT GREATER THAN 100% OF THE COST OF THE BORROWER'S ELIGIBLE INVENTORY

MULTIPLIED BY THE NRLV OF ELIGIBLE INVENTORY:

<TABLE>

<CAPTION>

PERIOD PERCENTAGE

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

<S> <C>

APRIL, 2005 65.0%

MAY, 2005 65.0%

JUNE, 2005 64.0%

JULY, 2005 63.5%

AUGUST, 2005 63.5%

SEPTEMBER 1, 2005-NOVEMBER 30, 2005 65.0%

DECEMBER 1, 2005-DECEMBER 15, 2005 65.0%

DECEMBER 16, 2005-JANUARY 31, 2006 60.0%

FEBRUARY 1, 2006-JULY 31, 2006 65.0%

</TABLE>

EFFECTIVE PERCENTAGE. THE FOLLOWING SPECIFIED PERCENTAGES DURING THE

CORRESPONDING DESIGNATED PERIODS:

<TABLE>

<CAPTION>

PERIOD PERCENTAGE

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

<S> <C>

APRIL 1, 2005 THROUGH DECEMBER 19, 2005 100%

DECEMBER 20, 2005 THROUGH DECEMBER 30, 2005 90%

DECEMBER 31, 2005 AND THEREAFTER 88%

</TABLE>

ELIGIBLE CREDIT CARD RECEIVABLES. ACCOUNTS RECEIVABLE DUE TO THE BORROWER

ON A NON RECOURSE BASIS FROM VISA, MASTERCARD, AMERICAN EXPRESS CO.,

DISCOVERCARD, DINERS

2

<PAGE>

CLUB, AND OTHER MAJOR CREDIT CARD PROCESSORS, OR FROM DEBIT CARD AND TELECHECK,

IN EACH CASE ACCEPTABLE TO THE ADMINISTRATIVE AGENT, AS ARISE IN THE ORDINARY

COURSE OF BUSINESS, WHICH HAVE BEEN EARNED BY PERFORMANCE AND ARE DEEMED BY THE

ADMINISTRATIVE AGENT IN ITS DISCRETION TO BE ELIGIBLE FOR INCLUSION IN THE

CALCULATION OF THE BORROWING BASE AND THE REVOLVING LOAN BORROWING BASE. WITHOUT

LIMITING THE FOREGOING, NONE OF THE FOLLOWING SHALL BE DEEMED TO BE ELIGIBLE

CREDIT CARD RECEIVABLES:

(a) ACCOUNTS FROM VISA, MASTERCARD, AMERICAN EXPRESS CO., DISCOVERCARD,

DINERS CLUB, AND OTHER MAJOR CREDIT CARD PROCESSORS THAT REMAIN OUTSTANDING PAST

FIVE (5) BUSINESS DAYS FROM THE DATE OF SALE;

(b) ACCOUNTS WITH RESPECT TO WHICH THE BORROWER DOES NOT HAVE GOOD, VALID

AND MARKETABLE TITLE THERETO, FREE AND CLEAR OF ANY ENCUMBRANCE (OTHER THAN

ENCUMBRANCES GRANTED TO THE COLLATERAL AGENT);

(c) ACCOUNTS THAT ARE NOT SUBJECT TO A PERFECTED FIRST PRIORITY SECURITY

INTEREST IN FAVOR OF THE COLLATERAL AGENT;

(d) ACCOUNTS WHICH ARE DISPUTED, ARE WITH RECOURSE, OR WITH RESPECT TO

WHICH A CLAIM, COUNTERCLAIM, OFFSET OR CHARGEBACK HAS BEEN ASSERTED (BUT ONLY TO

THE EXTENT OF SUCH DISPUTE, CLAIM, COUNTERCLAIM, OFFSET OR CHARGEBACK); OR

(e) ACCOUNTS WHICH THE ADMINISTRATIVE AGENT DETERMINES IN ITS REASONABLE

DISCRETION TO BE UNCERTAIN OF COLLECTION.

FIELD EXAMINATION RESERVE. A RESERVE IN THE AMOUNT OF SEVEN MILLION

DOLLARS ($7,000,000.00) WHICH SHALL BE MAINTAINED UNLESS AND UNTIL THE

ACCOMMODATION BANKS APPROVAL OF ANY REDUCTION OR ELIMINATION OF THE FIELD

EXAMINATION RESERVE BASED ON THE SUBSTANCE OF THE FIELD EXAMINATION AND AUDIT

REPORT OF THE BORROWER TO COMMENCE ON OR ABOUT APRIL 4, 2005.

MINIMUM EXCESS AVAILABILITY. TWO MILLION DOLLARS ($2,000,000).

NON-CONSENTING BANK. AS DEFINED IN SECTION 26.

NRLV MEANS THAT PERCENTAGE, AS DETERMINED BY THE ADMINISTRATIVE AGENT FROM

THE THEN MOST RECENT APPRAISAL OF THE BORROWER'S INVENTORY UNDERTAKEN AT THE

REQUEST OF THE ADMINISTRATIVE AGENT, REFLECTING THE ESTIMATE OF THE NET RECOVERY

ON THE BORROWER'S INVENTORY IN THE EVENT OF AN IN-STORE LIQUIDATION OF THAT

INVENTORY.

REQUIRED AVAILABILITY RESERVE. SHALL MEAN (i) DURING THE PERIOD COMMENCING

ON THE FUNDING DATE AND ENDING ON JANUARY 31, 2006, FIFTEEN MILLION DOLLARS

($15,000,000) AND (ii) COMMENCING ON FEBRUARY 1, 2006, TWENTY MILLION DOLLARS

($20,000,000).

REVOLVING LOAN BORROWING BASE. AT THE RELEVANT TIME OF REFERENCE THERETO,

AN AMOUNT DETERMINED BY THE ADMINISTRATIVE AGENT BY REFERENCE TO THE MOST RECENT

BORROWING BASE REPORT DELIVERED TO THE BANKS AND THE AGENTS PURSUANT TO SECTION

10.4(f), WHICH IS EQUAL TO (i) THE SUM OF (a) 85% OF ELIGIBLE CREDIT CARD

RECEIVABLES PLUS (b) ELIGIBLE INVENTORY MULTIPLIED BY THE APPLICABLE APPRAISED

(GOB) PERCENTAGE OF ELIGIBLE INVENTORIES MINUS (ii) THE SUM OF (a) THE REQUIRED

AVAILABILITY RESERVE, (b) THE INVENTORY SHRINK RESERVE, (c) THE LAYAWAY RESERVE,

(d) THE FIELD EXAMINATION RESERVE, AND (e) SUCH OTHER RESERVES AS MAY BE

ESTABLISHED BY THE ADMINISTRATIVE AGENT IN ACCORDANCE WITH THE TERMS AND

CONDITIONS OF THIS AGREEMENT.

3

<PAGE>

(b) The first sentence contained within the definition of the term

"Borrowing Base" is hereby amended and restated to read as follows:

AT THE RELEVANT TIME OF REFERENCE THERETO, AN AMOUNT EQUAL TO THE

LESSER OF (i) $125,000,000, (ii) THE SUM OF THE REVOLVING LOAN

BORROWING BASE PLUS THE PRINCIPAL BALANCE OUTSTANDING OF THE

ACCOMMODATION FACILITY OR (iii) THE SUM OF (a) ELIGIBLE INVENTORY

MULTIPLIED BY THE APPRAISED (GOB) PERCENTAGE OF ELIGIBLE INVENTORIES

MULTIPLIED BY THE EFFECTIVE PERCENTAGE PLUS (b) 85% OF ELIGIBLE

CREDIT CARD RECEIVABLES MINUS (c) THE INVENTORY SHRINK RESERVE,

MINUS (d) THE LAYAWAY RESERVE, MINUS (e) THE FIELD EXAMINATION

RESERVE, MINUS (F) SUCH OTHER RESERVES AS MAY BE ESTABLISHED BY THE

ADMINISTRATIVE AGENT IN ACCORDANCE WITH THE TERMS AND CONDITIONS OF

THIS AGREEMENT.

(c) The Definition of the term "Eligible Accounts Receivable" is

hereby deleted in its entirety.

(d) The definition of the term "Eligible Inventory" is hereby

amended and restated to read as follows:

ELIGIBLE INVENTORY. WITH RESPECT TO THE BORROWER, FINISHED GOODS,

FABRICATED BUT UNFINISHED GOODS, AND PRECIOUS STONE (WHETHER OR NOT

PLACED IN FINDINGS) INVENTORY OWNED BY THE BORROWER, PROVIDED THAT

ELIGIBLE INVENTORY SHALL NOT INCLUDE ANY INVENTORY (i) HELD ON

CONSIGNMENT, OR NOT OTHERWISE OWNED BY THE BORROWER, OR OF A TYPE NO

LONGER SOLD BY THE BORROWER, (ii) WHICH IS DAMAGED OR NOT

IMMEDIATELY SALEABLE OR SUBJECT TO ANY LEGAL ENCUMBRANCE OTHER THAN

PERMITTED LIENS, (iii) WHICH IS NOT IN THE POSSESSION OF THE

BORROWER UNLESS IT IS IN TRANSIT FROM ONE PERMITTED INVENTORY

LOCATION WITHIN THE UNITED STATES OF AMERICA TO ANOTHER PERMITTED

INVENTORY LOCATION WITHIN THE UNITED STATES OF AMERICA, (iv) AS TO

WHICH APPROPRIATE UNIFORM COMMERCIAL CODE FINANCING STATEMENTS

SHOWING THE BORROWER AS DEBTOR AND THE COLLATERAL AGENT AS SECURED

PARTY HAVE NOT BEEN FILED IN THE PROPER FILING OFFICE OR OFFICES IN

ORDER TO PERFECT THE COLLATERAL AGENT'S SECURITY INTEREST THEREIN,

(v) WHICH HAS BEEN SHIPPED TO A CUSTOMER OF THE BORROWER REGARDLESS

OF WHETHER SUCH SHIPMENT IS ON A CONSIGNMENT BASIS, (vi) WHICH IS

NOT EITHER (A) LOCATED AT A PERMITTED INVENTORY LOCATION WITHIN THE

UNITED STATES OF AMERICA OR (B) IN TRANSIT FROM ONE PERMITTED

INVENTORY LOCATION WITHIN THE UNITED STATES OF AMERICA TO ANOTHER

PERMITTED INVENTORY LOCATION WITHIN THE UNITED STATES OF AMERICA,

(vii) WHICH THE ADMINISTRATIVE AGENT REASONABLY DEEMS TO BE OBSOLETE

OR NOT MARKETABLE, OR (viii) WHICH IS DESIGNATED AS

"RETURN-TO-VENDOR" INVENTORY. "ELIGIBLE INVENTORY" MAY INCLUDE

INVENTORY, NOT TO EXCEED $3,500,000.00 IN THE AGGREGATE, LOCATED AT

LOCATIONS OTHER THAN AS SPECIFIED IN CLAUSE (vi) ABOVE, PROVIDED

THAT SUCH INVENTORY IS SUBJECT TO A THIRD PARTY BAILMENT AGREEMENT

ACCEPTABLE TO THE ADMINISTRATIVE AGENT, IN THE ADMINISTRATIVE

AGENT'S SOLE DISCRETION, PURSUANT TO WHICH THE APPLICABLE BAILEE HAS

ACKNOWLEDGED THE EXISTENCE AND PRIORITY (AS AGAINST SUCH BAILEE) OF

THE SECURITY INTEREST OF THE COLLATERAL AGENT IN SUCH INVENTORY AND

HAS WAIVED ANY RIGHT OF SETOFF AGAINST SUCH INVENTORY, SUCH AS, BY

EXAMPLE, INVENTORY LOCATED IN THE POSSESSION OF P & J MANUFACTURING,

INC. FOR REPAIR.

(e) The Borrower acknowledges and agrees that there are presently

existing no Obligations outstanding pursuant to Article 4 of the Loan Agreement.

The commitment of the Gold Fronting Bank to make any Purchase and Consignment of

Precious Metal as set forth in Section 4.1 of the Agreement is hereby

terminated. The several provisions of the Agreement relating to the Purchase and

Consignment of Precious Metal and all related terms and conditions are hereby

deemed modified so as to be not inconsistent with the foregoing modification.

(f) The definition of the term "Reserve" is hereby amended and

restated to read as follows:

4

<PAGE>

RESERVES. AS DETERMINED BY THE ADMINISTRATIVE AGENT IN ACCORDANCE

WITH ITS REASONABLE CREDIT DISCRETION, INCLUDING SUCH AMOUNTS AS THE

ADMINISTRATIVE AGENT MAY FROM TIME TO TIME ESTABLISH AND REVISE (a)

TO REFLECT EVENTS, CONDITIONS, CONTINGENCIES OR RISKS WHICH DO OR

MAY (i) ADVERSELY AFFECT EITHER (A) ANY COLLATERAL, THE RIGHTS OF

THE COLLATERAL AGENT, ANY OF THE OTHER AGENTS OR ANY OF THE BANKS IN

ANY COLLATERAL OR ITS VALUE OR (B) THE SECURITY INTEREST AND OTHER

RIGHTS OF THE COLLATERAL AGENT, ANY OF THE OTHER AGENTS OR ANY OF

THE BANKS IN THE COLLATERAL (INCLUDING THE ENFORCEABILITY,

PERFECTION AND PRIORITY THEREOF) OR (ii) ADVERSELY AFFECT IN ANY

MATERIAL RESPECT THE ASSETS (OTHER THAN ANY COLLATERAL) OR BUSINESS

OR FINANCIAL CONDITION OF THE BORROWER OR ANY OF ITS SUBSIDIARIES OR

(b) TO REFLECT THE BELIEF OF THE ADMINISTRATIVE AGENT THAT ANY

BORROWING BASE REPORT OR OTHER COLLATERAL REPORT OR FINANCIAL

INFORMATION FURNISHED BY OR ON BEHALF OF THE BORROWER TO ANY OF THE

AGENTS OR ANY OF THE BANKS IS OR MAY HAVE BEEN INCOMPLETE,

INACCURATE OR MISLEADING IN ANY MATERIAL RESPECT.

(g) Section 2.11 of the Agreement is hereby deleted in its entirety.

(h) The proviso at the end of the first sentence of Section 2.1 of

the Agreement is hereby amended and restated to read as follows:

; PROVIDED, THAT THE SUM OF THE OUTSTANDING AMOUNT OF THE REVOLVING

CREDIT LOANS (AFTER GIVING EFFECT TO ALL AMOUNTS REQUESTED AND

EXCLUDING ALL LOANS UNDER THE ACCOMMODATION FACILITY) PLUS THE

MAXIMUM DRAWING AMOUNT AND ALL REIMBURSEMENT OBLIGATIONS SHALL NOT

AT ANY TIME EXCEED THE LESSER OF (i) THE TOTAL REVOLVER COMMITMENT

LESS THE OUTSTANDING PRINCIPAL AMOUNT OF THE ACCOMMODATION FACILITY

AND (ii) THE REVOLVING LOAN BORROWING BASE; AND PROVIDED, FURTHER,

THAT THE SUM OF THE OUTSTANDING AMOUNT OF THE REVOLVING CREDIT LOANS

(AFTER GIVING EFFECT TO ALL AMOUNTS REQUESTED AND INCLUDING ALL

LOANS UNDER THE ACCOMMODATION FACILITY) PLUS THE MAXIMUM DRAWING

AMOUNT AND ALL REIMBURSEMENT OBLIGATIONS SHALL NOT AT ANY TIME

EXCEED THE LESSER OF (i) THE TOTAL REVOLVER COMMITMENT AND (ii) THE

BORROWING BASE.

(i) A new Section 2.12 is hereby inserted, as follows:

2.12 ACCOMMODATION FACILITY. AS A SUBFACILITY WITHIN THE TOTAL

REVOLVER COMMITMENT, THE ACCOMMODATION BANKS HEREBY ESTABLISH AN

"ACCOMMODATION FACILITY" (SO-CALLED) PURSUANT TO WHICH THE

ACCOMMODATION BANKS AGREE TO LEND TO THE BORROWER ON APRIL 6, 2005

(THE "FUNDING DATE"), UPON NOTICE BY THE BORROWER TO THE

ADMINISTRATIVE AGENT, AN AMOUNT EQUAL TO THE ACCOMMODATION FACILITY

COMMITMENT AMOUNT. THE ACCOMMODATION BANKS' COMMITMENT TO LEND UNDER

THE ACCOMMODATION FACILITY IS INCLUDED WITHIN, AND IS NOT IN

ADDITION TO, THE COMMITMENT OF THE ACCOMMODATION BANKS GENERALLY.

(a) THE ACCOMMODATION FACILITY SHALL BE FULLY FUNDED ON THE

FUNDING DATE AND SHALL NOT BE SUBJECT TO THE REVOLVING NATURE OF THE

REVOLVING CREDIT LOANS. UPON THE ADVANCE OF THE ACCOMMODATION

FACILITY ON THE FUNDING DATE, THE COMMITMENT OF THE ACCOMMODATION

BANKS UNDER THE ACCOMMODATION FACILITY SHALL TERMINATE. ONCE REPAID,

LOANS OUTSTANDING UNDER THE ACCOMMODATION FACILITY MAY NOT BE

REBORROWED.

(b) AMOUNTS OUTSTANDING UNDER THE ACCOMMODATION FACILITY

CONSTITUTE OBLIGATIONS, ARE SECURED BY ALL COLLATERAL, CONSTITUTE A

PORTION OF THE REVOLVING CREDIT LOANS, AND THE PRINCIPAL BALANCE OF

THE ACCOMMODATION FACILITY SHALL CONSTITUTE A PORTION OF THE

OUTSTANDING FACILITY AMOUNTS. HOWEVER, AMOUNTS OUTSTANDING UNDER THE

ACCOMMODATION FACILITY SHALL BE REPAID ON A "LAST-OUT" BASIS, IN

ACCORDANCE WITH THE WATERFALL PROVISIONS SET FORTH IN SECTIONS

5.8.3, 5.9(c), AND 5.10 OF THIS CREDIT AGREEMENT.

(c) ALL AMOUNTS OUTSTANDING UNDER THE ACCOMMODATION FACILITY

SHALL BE DUE AND PAYABLE IN FULL, WITHOUT DEMAND, NOTICE, OR

PROTEST, ALL OF WHICH ARE HEREBY EXPRESSLY WAIVED BY THE BORROWER,

ON JULY 31, 2006 (THE "ACCOMMODATION FACILITY MATURITY DATE").

5

<PAGE>

(d) INTEREST SHALL ACCRUE AND BE PAID BY THE BORROWER ON THE

OUTSTANDING BALANCE OF THE ACCOMMODATION FACILITY FROM THE FUNDING

DATE AND UNTIL THE PRINCIPAL BALANCE THEREOF HAS BEEN PAID IN FULL

AT A PER ANNUM RATE EQUAL TO THE SUM OF THE BASE RATE PLUS EIGHT

PERCENT (8%). INTEREST SHALL BE CALCULATED ON A 360 DAY YEAR, AND

ACTUAL DAY MONTHS. INTEREST SHALL BE PAID ("CURRENT PAY INTEREST")

MONTHLY IN ARREARS ON THE FIRST BUSINESS DAY OF EACH CALENDAR MONTH,

COMMENCING MAY 1, 2005, AND CONTINUING ON THE LIKE DAY OF EACH

CALENDAR MONTH THEREAFTER, AND ON THE ACCOMMODATION FACILITY

MATURITY DATE. AFTER THE OCCURRENCE OF A DEFAULT OR AN EVENT OF

DEFAULT, CURRENT PAY INTEREST SHALL BE INCREASED TO THE AGGREGATE OF

THE THEN PREVAILING RATE, PLUS AN ADDITIONAL TWO PERCENT (2%) PER

ANNUM IN ACCORDANCE WITH SECTION 5.21. ACCRUED INTEREST ON THE

OUTSTANDING PRINCIPAL AMOUNT OF THE ACCOMMODATION FACILITY,

INCLUDING INTEREST ACCRUING AT THE DEFAULT RATE, SHALL CONSTITUTE

OBLIGATIONS. SUCH INTEREST SHALL BE FOR THE SOLE BENEFIT OF THE

ACCOMMODATION BANKS.

(e) THE BORROWER SHALL PAY TO THE ACCOMMODATION BANKS THE

"COMMITMENT FEE," THE "COLLATERAL MONITORING FEE," AND THE "EARLY

TERMINATION FEE" IN ACCORDANCE WITH THAT CERTAIN ACCOMMODATION

FACILITY LETTER AGREEMENT, DATED APRIL 6, 2005 ENTERED INTO BY AND

BETWEEN THE BORROWER AND THE ACCOMMODATION BANKS (AS THE SAME MAY BE

AMENDED FROM TIME TO TIME, THE "ACCOMMODATION FACILITY LETTER

AGREEMENT"). SUCH FEES SHALL BE FOR THE SOLE BENEFIT OF THE

ACCOMMODATION BANKS AND SHALL CONSTITUTE OBLIGATIONS.

(f) LASALLE, IN ITS SOLE DISCRETION, MAY MAKE ADVANCES IN

EXCESS OF THE ACCOMMODATION FACILITY COMMITMENT AMOUNT ("PERMITTED

OVERADVANCE") PROVIDED SUCH PERMITTED OVERADVANCES (i) ARE MADE TO

MAINTAIN, PROTECT OR PRESERVE THE COLLATERAL, (ii) DO NOT EXCEED

$2,000,000 IN AGGREGATE PRINCIPAL AMOUNT OUTSTANDING AT ANY TIME,

(iii) DO NOT REMAIN OUTSTANDING FOR MORE THAN FORTY-FIVE (45)

CONSECUTIVE DAYS WITHOUT THE CONSENT OF THE REQUIRED BANKS AND BACK

BAY AND (iv) ARE ADVANCED NO MORE THAN TWO (2) TIMES ON OR BEFORE

THE MATURITY DATE. THE PERMITTED OVERADVANCES SHALL ACCRUE INTEREST

AT THE RATE OF INTEREST APPLICABLE TO LOANS UNDER THE ACCOMMODATION

FACILITY AND SHALL CONSTITUTE OBLIGATIONS. FOR THE AVOIDANCE OF

DOUBT, THE MAKING OF A PERMITTED OVERADVANCE SHALL CONSTITUTE AN

EVENT OF DEFAULT.

(g) EXCEPT AS OTHERWISE SPECIFICALLY PROVIDED FOR IN SECTIONS

5.8.3, 5.9(c) AND 5.10 HEREOF AND EXCLUDING CURRENT PAY INTEREST, NO

ACCOMMODATION BANK SHALL ACCEPT OR RECEIVE FROM THE BORROWER

DIRECTLY OR INDIRECTLY BY WAY OF PAYMENT, SETOFF OR OTHERWISE, ANY

SUMS WHICH MAY NOW OR HEREAFTER BE OWING TO ANY ACCOMMODATION BANK

OR ANY OF THEIR SUCCESSORS OR ASSIGNS IN RESPECT OF THE

ACCOMMODATION FACILITY INCLUDING WITHOUT LIMITATION A RECEIVER,

TRUSTEE OR DEBTOR IN POSSESSION UNLESS AND UNTIL THE OBLIGATIONS TO

THE BANKS UNDER THIS CREDIT AGREEMENT (OTHER THAN TO THE

ACCOMMODATION BANKS UNDER THE ACCOMMODATION FACILITY) HAVE BEEN PAID

IN FULL IN CASH OR CASH EQUIVALENT AND THE COMMITMENTS HEREUNDER

HAVE BEEN TERMINATED. IN THE EVENT ANY SUCH PAYMENT SHALL BE

RECEIVED BY AN ACCOMMODATION BANK IN RESPECT OF THE ACCOMMODATION

FACILITY, IT SHALL BE HELD IN TRUST FOR THE BENEFIT OF THE BANKS

(OTHER THAN THE ACCOMMODATION BANKS UNDER THE ACCOMMODATION

FACILITY) UNDER THIS CREDIT AGREEMENT.

(j) The Agreement is hereby amended to delete the option of the

Borrower to select any Type of Revolving Credit Loan, other than Base Rate Loans

on or after the occurrence of a Default or an Event of Default. On or after the

occurrence of a Default or an Event of Default, no LIBOR Loans may be requested

by the Borrower, nor shall any LIBOR Loans be made by the Banks. With respect to

any LIBOR Loans outstanding as of the date of the occurrence of a Default or an

Event of Default, each such LIBOR Loan shall automatically be converted to a

Base Rate Loan upon the expiry of its existing Interest Period. Upon the

occurrence of a Default or an Event of Default, the several provisions of the

Agreement addressing the selection by the Borrower of different Types of

Revolving Credit Loans, the

6

<PAGE>

conversion of Revolving Credit Loans from one Type to another Type, and all

related terms and conditions shall be deemed modified so as to be not

inconsistent with the foregoing modifications.

(k) Section 5.8.3 of the Agreement is hereby amended and restated as

follows:

5.8.3 APPLICATIONS OF MANDATORY PREPAYMENTS. EACH ASSET DISPOSITION

PREPAYMENT OR NEW ISSUANCE PREPAYMENT (COLLECTIVELY, "MANDATORY

PREPAYMENTS") RECEIVED BY THE ADMINISTRATIVE AGENT SHALL BE APPLIED

TO THE OBLIGATIONS AS FOLLOWS:

(i) FIRST, TO PAY ALL FEES AND EXPENSES THEN DUE AND PAYABLE UNDER

THIS CREDIT AGREEMENT (INCLUDING FEES AND EXPENSES FOR CASH

MANAGEMENT, BUT EXCLUDING THE EARLY TERMINATION FEE);

(ii) SECOND, TO PAY ALL PERMITTED OVERADVANCES, PLUS ALL ACCRUED AND

UNPAID INTEREST THEREON;

(iii) THIRD, TO PAY ALL ACCRUED AND UNPAID INTEREST ON THE REVOLVING

CREDIT LOANS (INCLUDING LOANS UNDER THE ACCOMMODATION FACILITY);

(iv) FOURTH, TO CASH COLLATERALIZE ALL REIMBURSEMENT OBLIGATIONS,

INCLUDING 102% OF THE FACE AMOUNT OF ALL OUTSTANDING LETTERS OF

CREDIT;

(v) FIFTH, TO REPAY THE REVOLVING CREDIT LOANS (OTHER THAN UNDER THE

ACCOMMODATION FACILITY) WHICH ARE BASE RATE LOANS;

(vi) SIXTH, TO REPAY THE REVOLVING CREDIT LOANS (OTHER THAN UNDER

THE ACCO