AVADO BRANDS INC
EXHIBIT 10.1 - AMENDMENT #2
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>2
<FILENAME>amendment.txt
<DESCRIPTION>EXHIBIT 10.1 - AMENDMENT #2
<TEXT>
                                                                    EXHIBIT 10.1

                     AMENDMENT NO. 2 TO THE CREDIT AGREEMENT


                                               Dated as of September 22, 2004

     AMENDMENT  NO. 2 TO THE CREDIT  AGREEMENT  (this  "Amendment")  referred to
below  by  and  between  AVADO   BRANDS,   INC.,  a  Georgia   corporation   and
debtor-in-possession in the Chapter 11 Cases ("Avado"), on its own behalf and on
behalf of the other  Borrowers,  the  Lenders  parties  hereto  and DDJ  CAPITAL
MANAGEMENT, LLC, as Administrative Agent and Collateral Agent for the Lenders.

                             PRELIMINARY STATEMENTS:

     (1)  Avado  and  certain  of  Avado's  Subsidiaries,  each  of  which  is a
debtor-in-possession  in  the  Chapter  11  Cases  (as  defined  in  the  Credit
Agreement), the Lenders, the Administrative Agent, and the Collateral Agent have
entered into the Post-Petition  Credit Agreement,  dated as of February 11, 2004
(as amended or otherwise  modified by the First Amendment,  dated as of March 9,
2004, the Letter Amendment,  dated as of April 9, 2004, the Waiver,  dated as of
August  26,  2004 (the  "Waiver"),  and the  Extension  of  Waiver,  dated as of
September  10,  2004  (the  "Waiver   Extension"),   the  "Credit   Agreement").
Capitalized  terms used herein and not otherwise  defined in this Amendment have
the same meanings as specified in the Credit Agreement.

     (2) Pursuant to the Waiver and the Waiver  Extension,  the Lenders have, on
the terms and conditions  stated therein,  (i) waived the Event of Default under
Section 11.01(e) of the Credit  Agreement with respect to the Borrowers'  breach
of Section 10.01 of the Credit Agreement for the measurement periods ending July
25, 2004 and August 22,  2004 (the "Cash Flow  Covenant  Default")  for a period
expiring at 5:00 p.m. (EST) on October 20, 2004; and (ii) waived irrevocably any
Event of Default under Section 11.01(n) of the Credit  Agreement  arising solely
on account of the closing of Restaurants  identified on the Hops DMA and Closing
Analysis  dated as of July 25,  2004 or  otherwise  approved  for closing by the
Lenders and the Administrative Agent.

     (3) The  Borrowers,  the Agent  and the  Lenders  have  agreed to amend the
Credit Agreement as hereinafter set forth.

     SECTION 1. Amendments to the Credit Agreement.

     (a) Section 2.05 of the Credit  Agreement is hereby amended and restated in
its entirety to read as follows:

     "Section 2.05. Optional Conversion to Exit Facility.  So long as no Default
or Event of  Default  shall  have  occurred  and be  continuing  at the time the
Conversion  Notice is received by the  Administrative  Agent and following  such
date until (and including) the Hearing Date, the Borrowers shall have the option
to convert  the  Facility to an exit  facility,  which exit  facility  will have
substantially  similar  terms as those  provided in this  Agreement,  including,
without limitation, Articles II, III, and IV (except that the terms set forth in
Sections VII, VIII, IX, X, XI and XIV will be as agreed between the Agents,  the
Lenders  and the  Borrowers  in good  faith  based on the  circumstances  of the
Borrowers at the time of the Conversion Notice and proposed Hearing Date), would
provide  Liens on the  assets of the  Borrowers  substantially  similar to those
provided in the Final Order,  and would be for a term of 364 days  following the
effective date of a consensual plan of  reorganization,  subject to the approval
of each Lender (which may be withheld in its sole and absolute  discretion)  and
the prior  payment  in full of the  Conversion  Commitment  Fee as  provided  in
Section 4.02. If the Borrowers  determine to exercise such option, they shall do
so by giving notice (the  "Conversion  Notice") to the  Administrative  Agent at
least sixty (60) days prior to the date established for the confirmation hearing
of  such  consensual  plan  of   reorganization   (the  "Hearing   Date").   The
Administrative  Agent  shall  notify  Avado,  on behalf the  Borrowers,  of each
Lender's  agreement  (if any) to convert the  Facility at least thirty (30) days
prior to the Hearing Date;  provided that nothing herein or in such notice shall
be, or be deemed to be, an  agreement  by the  Lenders and the Agents (or any of
them) to consummate an exit facility (or any  conversion  thereto) other than on
the terms of and subject to the conditions to such exit facility  agreed upon by
the Lenders and the Agents with the  Borrowers as  contemplated  under the first
sentence of this Section 2.05 (which terms and conditions shall include, without
limitation,  as conditions  precedent to the  obligations  of the Agents and the
Lenders  under such exit facility  that no Default,  Event of Default,  Material
Adverse  Change or other  material  adverse change shall have occurred since the
Hearing  Date)." This  Section  2.05 shall not survive,  and, if then in effect,
shall  terminate  as of the  earlier to occur of (x) the  payment in full of the
Loans has been made and the Commitments have been irrevocably terminated and (y)
the Commitment Termination Date.

     (b) Section 10.01 of the Credit Agreement is hereby amended and restated in
its entirety to read as follows:

                                       1
<PAGE>

     "Section 10.01. Cash Flow.

     (a) The Borrowers shall have Don Pablo's EBITDA for each measurement period
specified below of not less than the amount specified below with respect to each
such measurement period.


                                                              Minimum
Measurement Period:                                     Don Pablo's EBITDA
----------------------------------------------------------------------------
Fiscal month ended August 22, 2004                           $1,899,000
Two fiscal month period ending September 26, 2004            $4,222,000
----------------------------------------------------------------------------

Measurement Period consisting of the rolling three            Minimum
fiscal month period ending:                             Don Pablo's EBITDA
----------------------------------------------------------------------------
October 24, 2004                                             $5,758,000
November 21, 2004                                            $5,729,000
January 2, 2005                                              $6,942,000
----------------------------------------------------------------------------

     (b) The  Borrowers  shall  have Hops  EBITDA  for each  measurement  period
specified below of not less than the amount specified below with respect to each
such measurement period.


                                                          Maximum
Measurement Period:                                  Hops EBITDA Losses
----------------------------------------------------------------------------
Fiscal month ending September 26, 2004                           $500,000
Two fiscal month period ending October 24, 2004                  $540,000
----------------------------------------------------------------------------

Measurement Period consisting of the rolling three        Maximum
fiscal month period ending:                          Hops EBITDA Losses
----------------------------------------------------------------------------
November 21, 2004                                                $630,000
January 2, 2005                                                  $85,000
----------------------------------------------------------------------------

     (c) The Borrowers shall have G&A EBITDA Expense for each measurement period
specified below of not more than the amount specified below with respect to each
such measurement period.


                                                          Maximum
Measurement Period:                                 G&A EBITDA Expense
----------------------------------------------------------------------------
Fiscal month ended August 22, 2004                                $1,620,000
Two fiscal month period ending September 26, 2004                 $3,597,000
----------------------------------------------------------------------------

Measurement Period consisting of the rolling three        Maximum
fiscal month period ending:                         G&A EBITDA Expense
----------------------------------------------------------------------------
October 24, 2004                                                  $5,300,000
November 21, 2004                                                 $5,311,000
January 2, 2005                                                   $5,600,000
----------------------------------------------------------------------------

     (c) Section 10.03 of the Credit Agreement is hereby amended and restated in
its entirety to read as follows:

     "Section 10.03. Repairs and Maintenance/Capital Expenditures.

     (a) The Borrowers shall have Repairs and  Maintenance/Capital  Expenditures
(as defined below) made in ordinary course for each measurement period specified
below  of not  more  than  the  amount  specified  below  with  respect  to such
measurement period.

                                                     Maximum
                                              Repairs and Maintenance/
Measurement Period:                            Capital Expenditures
----------------------------------------------------------------------------
Fiscal month ending September 26, 2004            $   875,000
Two fiscal month period ending October 24,        $ 1,574,000
2004
----------------------------------------------------------------------------

                                                     Maximum
Measurement Period consisting of the          Repairs and Maintenance/
rolling three fiscal month peirod ending:      Capital Expenditures
----------------------------------------------------------------------------
November 21, 2004                                   $2,210,000
January 5, 2005                                     $3,147,000
----------------------------------------------------------------------------

                                       2
<PAGE>

     Notwithstanding  the foregoing,  the Borrowers  shall not make or commit to
make,   or  permit  any  of  their   Subsidiaries   to  make,   any  Repair  and
Maintenance/Capital  Expenditure (including, without limitation, any lease) that
is not in the ordinary course of such  Borrower's  business unless the Borrowers
have  received the prior  written  consent of the Lenders,  which consent may be
granted or withheld in the sole  discretion  of the Lenders,  provided  that the
Borrowers  shall not be obligated to obtain the Lenders  consent with respect to
any Repair and  Maintenance/Capital  Expenditure  (or any commitment to make and
Repair any  Maintenance/Capital  Expenditure)  outside  the  ordinary  course of
business if such Repair and Maintenance/Capital  Expenditure,  together with all
other Repair and Maintenance/Capital  Expenditures for (or made with respect to)
a single Restaurant does not exceed $15,000.

     (b) Nothing in this Section 10.03 is or shall be deemed to  constitute  the
consent of any Agent or Lender, to any commitment, agreement or other obligation
to make, or the making of, any Repair and Maintenance/Capital  Expenditure, with
respect to any  project or program,  including,  without  limitation,  Hops City
Grill  Re-image  #2,  Hops  City  Grill  Re-image  #3,  any  remodeling  of  any
restaurants,  or the  opening  of (or any  investment  related to  opening)  new
restaurants  for which the Borrowers have not received  express  written consent
from the Lenders.  For the avoidance of doubt,  acceptance by the Agents and the
Lenders (or any of them) of any budget or forecast that includes any such Repair
and Maintenance/Capital Expenditure shall not be (and shall not be deemed to be)
the  consent  of  the  Lenders  for  any  such  Repair  and  Maintenance/Capital
Expenditure. For the further avoidance of doubt, any Capital Expenditure made in
connection  with any damage on account of hurricane or other natural  phenomenon
is and shall be subject to the  restrictions  of this  Section  10.03(b)  of the
Credit Agreement, as amended hereby.

     (c) Repairs and  Maintenance/Capital  Expenditures  made in connection with
any  damage on  account  of  hurricanes  Charley  and  Francis  shall not exceed
$320,000 in the  aggregate,  which shall be in addition to the amount  permitted
under Section 10.03(a). Any Repair and  Maintenance/Capital  Expenditure made in
connection  with any  damage on  account of other  hurricanes  or other  natural
phenomenon  is and shall be subject  to the  restrictions  of Section  10.03(b),
unless the Borrower shall have received express written consent from the Lenders
related to such expenditures."

     (d) Section 10.04 of the Credit  Agreement is hereby amended to add to such
section the following  new clauses (c) through (g),  which clauses shall read as
follows:

     "(c) "Don Pablo's EBITDA" shall mean Consolidated  EBITDA attributed to the
Restaurants  using or operating  under the Don Pablo's name  (collectively,  the
"Don Pablo's  Restaurants"),  calculated  without allocating any expense to such
Restaurants'  EBITDA  calculation  if such  expense  is  included  in G&A EBITDA
Expense or Hops EBITDA,  or is otherwise a non-direct  restaurant  level expense
with respect to the Don Pablo  Restaurants  that  otherwise,  under GAAP or past
practice, would not be allocated to the Don Pablo's Restaurants.

     (d) "Hops EBITDA" shall mean Consolidated  EBITDA attributed to Restaurants
using or operating under the Hops name (collectively,  the "Hops  Restaurants"),
calculated   without   allocating  any  expense  to  such  Restaurants'   EBITDA
calculation if such expense is included in G&A EBITDA or Don Pablo's EBITDA,  or
is otherwise a non-direct or  restaurant  level expense with respect to the Hops
Restaurants that otherwise,  under GAAP or past practice, would not be allocated
to the Hops Restaurants.

     (e) "G&A EBITDA  Expense" shall mean the  consolidated  G&A expenses of the
Borrowers and their  Subsidiaries for those expenses  (including of the type and
within  the  category)  identified  on the "2004 G&A  Budget",  which  budget is
attached as Exhibit A to  Amendment  No. 2, dated as of September  22, 2004,  to
this  Agreement.  For the avoidance of doubt,  "G&A EBITDA  Expense"  shall be a
reference to the "Avado  Consolidated"  "Actual / Forecast" figure identified on
such 2004 G&A Budget.

                                       3
<PAGE>

     (f)  "Consolidated  EBITDA" means the  consolidated net income (or loss) of
Avado and its Subsidiaries for such period,  determined in accordance with GAAP,
(1) plus, without duplication, the sum of the following amounts of Avado and its
Subsidiaries for such period,  determined in each case, in accordance with GAAP,
and solely to the extent such amounts  have been  deducted in  determining  such
consolidated  net  income  (or  loss)  for  such  period:   (A)  (i)  the  gross
consolidated interest expense of Avado and its Subsidiaries (including,  without
limitation,  interest expense paid to Affiliates of Avado and its  Subsidiaries,
and accrued interest expense, if any, in connection with the TECONS),  less (ii)
consolidated  interest income of Avado and its Subsidiaries for such period, (B)
income tax expense,  (C)  consolidated  depreciation  expense,  (D) consolidated
amortization  expense,  (E) restructuring  charges,  asset revaluation and other
special  charges,  provided that prior to the closure of a Hops  Restaurant or a
Don  Pablo's  Restaurant,  Avado  shall  provide  to the Agents a notice of such
proposed closure,  and a store closing analysis and budget containing  projected
cash and  non-cash  closing  costs  related to such  restaurant  for the Agents'
approval, it being understood that such approval shall be deemed to be effective
if the Agents have not objected to such closing  costs within two Business  Days
of the receipt of the notice of proposed closure, and the store closing analysis
and budget,  (F) extraordinary  (on an after tax basis) or non-recurring  losses
not described  under any other clause of this clause (1), (G)  consolidated  net
losses  attributable to Dispositions,  (H) all other non-cash items  (including,
without limitation,  the cumulative effect from changes in accounting principles
(on an after tax basis)), (I) Pre-Opening Costs, related to a project,  actually
incurred  during such period in an amount not to exceed  $200,000 per Restaurant
newly  opened  or  reopened  on or after the date of this  Agreement,  (J) items
properly  included in the category  entitled  "Other Income  (Expense),  Net" in
Avado's financial statements (other than payments made to any limited partner of
any Non-Wholly Owned  Subsidiary) that are properly excluded under GAAP from the
operating income of Avado and its  Subsidiaries,  provided that such items shall
have been disclosed in reasonable detail to the Agents and the Lenders,  as part
of the  monthly  reporting  package,  and if any such item (or series of related
items)  exceeds  $15,000,  Avado shall have  received the prior  approval of the
Agents and the Lenders with  respect to such item (or series of items),  and (K)
the net losses  associated with hurricanes  Charley and Frances  relating to (i)
the impact of lost sales due to closed restaurants, (ii) repairs and maintenance
expenses  from storm  damage and (iii) lost food and beverage  inventory  due to
power outages or other damage  directly  attributable  to those storms,  in each
case consistent with GAAP, as applicable,  and the past accounting  practices of
Avado and its  Subsidiaries,  and not, in any event, to exceed $850,000,  in the
aggregate; and (2) minus, without duplication,  the sum of the following amounts
of Avado and its  Subsidiaries  for such period,  determined,  in each case,  in
accordance  with GAAP,  and solely to the extent  included in  determining  such
consolidated  net income (or loss) for such  period:  (W)  extraordinary  (on an
after tax basis) or non-recurring gains, (X) consolidated net gains attributable
to  Dispositions,  (Y) items properly  included in the category  entitled "Other
Income (Expense), Net" in Avado's financial statements (other than payments made
to any  limited  partner  of any  Non-Wholly  Owned  Subsidiary)  and  which are
properly  excluded  under  GAAP  from the  operating  income  of  Avado  and its
Subsidiaries,  provided that such items shall have been  disclosed in reasonable
detail to the Agents and the Lenders,  as part of the monthly reporting package,
and if any such item (or series of related items) exceeds  $15,000,  Avado shall
have  received the prior  approval of the Agents and the Lenders with respect to
such item (or series of items),  and (Z) all other  non-cash  items  (including,
without limitation,  the cumulative effect from changes in accounting principles
(on an after tax basis)).

     (g)  "Pre-Opening  Costs"  means  costs  accrued  by  Avado  or  any of its
Subsidiaries prior to opening a Restaurant, including wages and salaries, hourly
employee recruiting and training, initial license fees, advertising, pre-opening
parties,  lease expense, food cost,  utilities,  meals, lodging, and travel plus
the cost of hiring and  training the  management  teams and  excluding,  for the
avoidance of any doubt, any re-image of any Hops City Grill;  provided that such
costs shall have been disclosed in reasonable detail to the Administrative Agent
and Lenders,  the  Administrative  Agent and the Lenders shall be satisfied that
the opening of such Restaurant and the incurrence of such costs and expenditures
in connection therewith are permitted under this Agreement,  and such costs have
been approved by the Administrative Agent and Lenders.

     (h) "Repairs  and  Maintenance/Capital  Expenditures"  shall mean an amount
equal to the sum of (i) all Capital  Expenditures and (ii) all items recorded as
a repair or  maintenance  expense in accordance  with GAAP and past practices of
Avado and its Subsidiaries."

     (d) Exhibit H to the Credit Agreement is hereby amended and restated in its
entirety to read as set forth on Exhibit B to this Amendment. SECTION 2. SECTION
2.  Waiver of Cash Flow  Covenant  Default.  The Cash Flow  Covenant  Default is
hereby irrevocably waived as of the date hereof.

     SECTION 3. Conditions of  Effectiveness.  This Amendment shall be effective
upon the first date upon which:

     (a) the  Administrative  Agent  shall have  received  counterparts  of this
Amendment executed and delivered by each of the parties hereto

                                       4
<PAGE>

     (b) the  Borrowers  shall  have  paid to the  Administrative  Agent for the
ratable accounts of the Lenders, an amendment fee in the amount of $150,000;

     (c) the  Administrative  Agent  shall  have  received  the  budgets  of the
Borrowers and their  Subsidiaries  identified in Section 4(f) below, in form and
substance acceptable to it for the period ending January 2, 2005;

     (d) the  representations  and  warranties  of the  Borrowers  set  forth in
Section 4 below shall be true and correct; and

     (e) the  Bankruptcy  Court shall have approved this  Amendment.

     SECTION 4.  Representations  and Warranties of the Borrower.  The Borrowers
represent and warrant as follows:

     (a) Representations  and Warranties.  As of the date hereof and the date on
which this Amendment shall first be effective (except where such  representation
and warranty  expressly  relates to a specific  date,  in which case, as of such
specified   date),   after  giving  effect  to  this  Amendment,   each  of  the
representations and warranties contained in Section 6.01 of the Credit Agreement
and in the other Loan Documents is true and complete in all material respects.

     (b) No Defaults. As of the date hereof and the date on which this Amendment
shall first be  effective,  no Default or Event of Default  (other than the Cash
Flow Covenant  Default) has occurred and is  continuing;  after giving effect to
this  Amendment,  no Default or Event of Default has occurred and is continuing,
nor will any Default or Event of Default result from the  effectiveness  of this
Amendment or the transactions contemplated hereunder.

     (c) No Change in Condition.  No Material  Adverse Change has occurred since
the date of the Borrowing immediately preceding the date of this Amendment.

     (d) No  Authorizations,  Etc. No  authorization or approval or other action
by, and no notice to or filing with,  any  governmental  authority or regulatory
body or any other third party is required for the due  execution and delivery by
the Borrowers of this Amendment.

     (e) Due Execution, Etc. This Amendment has been duly executed and delivered
by the Borrowers.  The other Loan Documents,  as modified hereby, are the legal,
valid  and  binding  obligations  of the  Borrowers,  enforceable  against  each
Borrower in accordance with their respective terms.

     (f) Budget. Attached hereto as Exhibit A is a true and correct copy of each
of (i) the 2004 G&A  Budget,  (ii) the Hops  Forecast  for the fiscal  year 2004
(iii) the Don Pablo  Forecast  for the fiscal  year 2004,  and (iv) the  Capital
Expenditure/Repair  and Maintenance  Budget for fiscal year 2004, each which has
been prepared in accordance  with  historical  past  accounting and  forecasting
practice.  Such Hops Forecast  accurately  represents the Hops EBITDA.  Such Don
Pablo  Forecast  accurately  represents  the Don Pablo's  EBITDA.  All costs and
expenses  (including,  without limitation,  all general and administrative costs
and  expenses) of the  Borrowers are either (1)  accurately  represented  in the
financial  information  identified  in items (i) through  (iv) of the  foregoing
sentence  and  delivered  to the Agents and the Lenders  hereunder  as Exhibit A
hereto,  or (2) accurately  represented in the Approved Budget in the line items
listed  under  the  heading  "Other   Non-Operating   Disbursements"  or  "Other
Disbursements" only relating to Alix Partners' fees.

     SECTION 5.  Reference to and Effect on the Credit  Agreement  and the other
Loan Documents.

     (a) On and after the effectiveness of this Amendment, each reference in the
Credit  Agreement to "this  Agreement",  "hereunder",  "hereof' or words of like
import  referring to the Credit  Agreement,  and each reference in the Notes and
each of the  other  Loan  Documents  to "the  Credit  Agreement",  "thereunder",
"thereof' or words of like import referring to the Credit Agreement,  shall mean
and be a reference to the Credit Agreement, as modified by this Amendment.

     (b) The Credit  Agreement,  the Notes and each of the other Loan Documents,
as specifically modified by this Amendment, are and shall continue to be in full
force and effect and are hereby in all respects ratified and confirmed.  Without
limiting the generality of the foregoing,  the Collateral  described in the Loan
Documents  does and shall  continue to secure the payment of all  Obligations of
the Borrowers under the Loan Documents.

     (c) The execution,  delivery and effectiveness of this Amendment shall not,
except as expressly provided herein,  operate as a waiver of any right, power or
remedy of any Lender or any Agent under the Credit  Agreement  or any other Loan
Document,  nor  constitute a waiver of any provision of the Credit  Agreement or
any other Loan Documents other than as expressly set forth herein.

                                       5
<PAGE>

     SECTION 6. Costs,  Expenses.  The Borrowers agree,  jointly and several, to
pay on demand all costs and expenses of the Agents and the Lenders in connection
with the preparation,  execution, delivery and administration,  modification and
amendment of this Amendment (including,  without limitation, the reasonable fees
and expenses of counsel for the Agents) in accordance  with the terms of Section
14.04 of the  Credit  Agreement.

     SECTION 7. Execution in Counterparts. This Amendment may be executed in any
number of counterparts and by different parties hereto in separate counterparts,
each of which  when so  executed  shall be deemed to be an  original  and all of
which taken together shall  constitute but one and the same agreement.  Delivery
of an executed  counterpart  of a signature page to this Amendment by telecopier
shall be  effective  as  delivery  of a manually  executed  counterpart  of this
Amendment.

     SECTION  8.  Governing  Law.  This  Amendment  shall be  governed  by,  and
construed in accordance with, the laws of The Commonwealth of Massachusetts.



                           [Signature page(s) follow.]


                                       6
<PAGE>



     IN WITNESS  WHEREOF,  the parties  hereto have caused this  Amendment to be
executed by their respective officers thereunto duly authorized,  as of the date
first above written.



                          AVADO BRANDS, INC., on behalf of itself
                          and the other Borrowers



                          By:
                             ------------------------------------------------
                             Name:
                             Title:



                          DDJ CAPITAL MANAGEMENT, LLC, as Administrative Agent
                          and Collateral Agent



                          By:
                             ------------------------------------------------
                             Name:
                             Title:


                          LENDERS:

                          B III-A CAPITAL PARTNERS, L.P.

                          By: GP III-A, LLC, its General Partner
                          By: DDJ Capital Management, LLC,
                              Manager


                          By:
                             ---------------------------------------------
                             Name:
                             Title:

                          B IV CAPITAL PARTNERS, L.P.

                          By: GP Capital IV, LLC, its General Partner
                          By: DDJ Capital Management, LLC,
                              Manager

                          By:
                             ---------------------------------------------
                             Name:
                             Title:


                                      S-1
<PAGE>




                          GMAM INVESTMENT FUNDS TRUST II - PROMARK
                          ALTERNATIVE HIGH YIELD BOND FUND

                          By:  DDJ Capital Management, LLC, on behalf of
                               GMAM Investment Funds Trust II - Promark
                               Alternative High Yield Bond Fund, in its
                               capacity as investment manager


                          By:
                             ---------------------------------------------
                             Name:
                             Title:


                          THE OCTOBER FUND, LIMITED PARTNERSHIP

                          By: October GP, LLC, its General Partner
                          By:  DDJ Capital Management, LLC, Manager


                          By:
                             ---------------------------------------------
                             Name:
                             Title:


                                      S-2


     Exhibits and  schedules to this  agreement  are not filed  pursuant to Item
601(b)(2) of SEC Regulation  S-K. By the filing of this Form 8-K, the Registrant
hereby  agrees  to  furnish  supplementally  a copy of any  omitted  exhibit  or
schedule to the Commission upon request.

<PAGE>

</TEXT>
</DOCUMENT>
