ITEM 5.         OTHER EVENTS

           On December 29, 2000,  the Company  entered into a Fourth Amended and
Restated  Revolving  Credit  Facility and Term Loan  Agreement (the "Amended and
Restated  Credit  Agreement")  with  Toronto  Dominion  (Texas),  Inc.,  as Lead
Arranger and Administrative  Agent, Fleet National Bank, as Documentation Agent,
First Union National Bank, as Syndication Agent,  Credit Suisse First Boston, as
Co-Documentation  Agent and each of the financial institutions from time to time
party thereto.  The commitment under the Amended and Restated Credit Facility is
$1,400,000.  A copy of the Amended and Restated Credit  Agreement is attached as
Exhibit 10.1.

           On March 27, 2001,  the Company  amended  certain  provisions  of its
Amended and Restated  Credit  Agreement to enable a subsidiary of the Company to
issue 12.5% Senior Discount Notes and to revise certain financial  covenants.  A
copy of the First Amendment to the Fourth Amended and Restated  Revolving Credit
Facility and Term Loan Agreement is attached as Exhibit 10.2.