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                                                                   EXHIBIT 10.48

                                             AMENDMENT NO. 1, dated as of July
                                    31, 2003 (this "Amendment No. 1"), to the
                                    Securities Purchase Agreement dated as of
                                    February 10, 2003 (the "Original
                                    Agreement"), among LPA HOLDING CORP., a
                                    Delaware corporation (the "Corporation"),
                                    LPA INVESTMENT LLC, a Delaware limited
                                    liability company ("LPA Investment"), and
                                    the parties signatory thereto (each, an
                                    "Other Purchaser"). Each Other Purchaser and
                                    LPA Investment are collectively referred to
                                    as the "Purchasers."

                  The Corporation and the Purchasers agree to amend the Original
Agreement, on the terms and subject to the conditions set forth herein.

                  NOW, THEREFORE, in consideration of the premises and for other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto hereby agree as set forth below.

         Section 1. Defined Terms. Unless otherwise defined herein, terms
defined in the Original Agreement are used herein as therein defined.

         Section 2. Amendment to the Original Agreement.

                  A. Section 1.4 of the Original Agreement is amended and
restated in its entirety as follows:

                  "(a)     Subject to the terms and conditions hereof, each
         Purchaser hereby commits, severally and not jointly, to purchase up to
         its respective Proportional Percentage of the Maximum Shortfall Share
         Amount (with respect to each Purchaser, such Purchaser's "Maximum Share
         Amount").

                           (i)      If a Bank Deposit Shortfall exists at any
                  time during the applicable Lookback Period, the Corporation
                  shall promptly (but in no event later than five Business Days
                  prior to the applicable Bank Deposit Settlement Date) notify
                  each Purchaser of the greatest Bank Deposit Shortfall which
                  existed during the applicable Lookback Period and the number
                  of shares of Series B Preferred Stock required to be issued by
                  the Corporation and purchased by the Purchasers on the
                  applicable Bank Deposit Settlement Date (the aggregate shares
                  of Series B Preferred Stock to be purchased on such Bank
                  Deposit Settlement Date, the "Bank Deposit Shortfall Shares").
                  On each Bank Deposit Settlement Date on which Bank Deposit
                  Shortfall Shares are required to be issued and purchased, the
                  Corporation shall issue to each Purchaser, and each Purchaser
                  shall purchase from the Corporation, such Purchaser's
                  Proportional Percentage of Bank Deposit Shortfall Shares. The
                  number

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                  of Bank Deposit Shortfall Shares to be issued by the
                  Corporation and collectively purchased by the Purchasers on a
                  particular Bank Deposit Settlement Date shall be calculated as
                  follows:

                           ((X + 500,000)/2.174) - Y

                           Where:

                           X = the greatest Bank Deposit Shortfall, if any
                               (expressed as a positive number) during the
                               most recently ended Lookback Period;

                           Y = the number of Bank Deposit Shortfall Shares,
                               Fixed Charge Shortfall Shares and Advance
                               Purchase Shares, if any, issued during the
                               applicable Lookback Period.

         If the foregoing calculation results in negative number, no Purchaser
         shall be required to purchase Shortfall Shares with respect to such
         Lookback Period.

                           (ii)     If a Fixed Charge Shortfall exists on the
                  last day of the applicable Period, the Corporation shall as
                  soon as practicable following the completion of its financial
                  statements for the applicable Period, but in no event later
                  than five Business Days prior to the applicable Fixed Charge
                  Settlement Date, notify each Purchaser of the Fixed Charge
                  Shortfall which existed during the applicable Period and the
                  number of shares of Series B Preferred Stock required to be
                  issued by the Corporation and purchased by the Purchasers on
                  the applicable Fixed Charge Settlement Date (the aggregate
                  shares of Series B Preferred Stock to be purchased on such
                  Fixed Charge Settlement Date, the "Fixed Charge Shortfall
                  Shares"). On each Fixed Charge Settlement Date on which Fixed
                  Charge Shortfall Shares are required to be issued and
                  purchased, the Corporation shall issue to each Purchaser, and
                  each Purchaser shall purchase from the Corporation, such
                  Purchaser's Proportional Percentage of Fixed Charge Shortfall
                  Shares. The number of Fixed Charge Shortfall Shares to be
                  issued by the Corporation and collectively purchased by the
                  Purchasers on a particular Fixed Charge Settlement Date shall
                  equal the quotient obtained by dividing (x) the Fixed Charge
                  Shortfall, if any, on the last day of the most recently ended
                  Period by (y) 2.174. If the foregoing calculation results in
                  negative number, no Purchaser shall be required to purchase
                  Fixed Charge Shortfall Shares with respect to such Period.

                           (iii)    If the Corporation fails to make interest or
                  principal payments (A) under the Credit Agreement or (B)
                  following the payment in full of all the obligations under the
                  Credit Agreement, the Senior Secured Notes Indenture, in each
                  case in accordance with the terms thereof (a "Payment
                  Default"), on the date of such Payment Default the Corporation
                  shall notify each Purchaser of the amount of funds necessary
                  to cure such Payment Default (the "Payment Default

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                  Amount") and the number of shares of Series B Preferred Stock
                  required to be issued by the Corporation and purchased by the
                  Purchasers on the date which is no later than five (5)
                  Business Days following the date of delivery of such
                  notification (the date of each such purchase a "Payment
                  Default Settlement Date" and the aggregate shares of Series B
                  Preferred Stock to be purchased on such date, the "Payment
                  Default Shares"). On each Payment Default Settlement Date, the
                  Corporation shall issue to each Purchaser, and each Purchaser
                  shall purchase from the Corporation, such Purchaser's
                  Proportional Percentage of Payment Default Shares. The number
                  of Payment Default Shares to be issued by the Corporation and
                  collectively purchased by the Purchasers on a particular
                  Payment Default Settlement Date shall equal the quotient
                  obtained by dividing (x) the Payment Default Amount by (y)
                  2.174.

                  (b)      Upon no less than five Business Days' prior written
         notice to the Corporation and the Purchasers (the "Advance Purchase
         Notice"), the Requisite Purchasers may from time to time require the
         Corporation to issue and sell to each Purchaser, and each Purchaser to
         purchase from the Corporation, shares of Series B Preferred Stock in
         advance of any Settlement Date (the "Advance Purchase Shares"). On the
         date set forth in the Advance Purchase Notice, the Corporation shall
         issue and sell to each Purchaser, and each Purchaser shall purchase
         from the Corporation, its Proportional Percentage of the aggregate
         Advance Purchase Shares set forth in the Advance Purchase Notice.

                  (c)      Notwithstanding anything to the contrary contained
         herein, at no time shall any Purchaser be required to purchase any
         Shortfall Shares or Advance Purchase Shares hereunder in excess of such
         Purchaser's Maximum Share Amount less the aggregate number of Shortfall
         Shares and Advance Purchase Shares, if any, previously purchased by
         such Purchaser hereunder.

                  (d)      As used in this Section 1.4, the following terms have
         the meanings below:

                  "Bank Deposit Settlement Date" means, with respect to each
         Lookback Period, the tenth Business Day following the last Business Day
         of the applicable Lookback Period."

                  "Bank Deposit Shortfall" means the deficit, if any, recorded
         on the books of the Corporation and its Subsidiaries on the last
         Business Day of each week during the applicable Lookback Period as
         reflected on the "adjusted book balance" line of the Corporation's
         consolidated thirteen-week cash flow projections. "Bank Deposit
         Shortfall" shall be calculated in accordance with the Corporation's
         historical practice.

                  "Fixed Charge Settlement Date" means, with respect to each
         Period, the date that is ten Business Days following the date that the
         Corporation is required to deliver to the Lenders the financial
         information described in Sections 5.01(a) or (b), as applicable, of the
         Credit Agreement. If the Lenders extend the deadline for delivery of
         such financial information at any time, the

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         Settlement Date for such Period shall be similarly extended for an
         equal amount of time.

                  "Fixed Charge Shortfall" means, to the extent that the
         Corporation was not in compliance with Section 6.14 of the Credit
         Agreement as of the last day of the applicable Period, the amount which
         if added to Consolidated EBITDAR for such Period would have satisfied
         the covenant set forth in Section 6.14 as of the last day of such
         Period.

                  "Lookback Period" means the four-week period commencing on
         September 21, 2003 and each consecutive four or five-week period
         thereafter recorded by the Corporation in accordance with the
         Corporation's historical practice.

                  "Period" means the Corporation's fiscal quarter ending nearest
         to March 31, 2003 and each fiscal quarter ending thereafter until May
         11, 2006.

                  "Proportional Percentage" means (a) with respect to any Other
         Purchaser, the quotient obtained by dividing (x) the number of shares
         of Series B Preferred Stock which such Other Purchaser commits to
         purchase pursuant to the terms of the Preemptive Notice executed by
         such Other Purchaser (which shall not be greater than such Other
         Purchaser's Common Stock Percentage (as defined in the Stockholders
         Agreement) as of the date hereof) by (y) the Maximum Shortfall Share
         Amount; and (b) with respect to LPA Investment 100% less the aggregate
         of the Other Purchasers' Proportional Percentages as calculated in the
         immediately preceding clause (a). In the event that a Purchaser is
         required to purchase Shortfall Shares or Advance Purchase Shares and
         such Purchaser (a "Defaulting Purchaser") fails to purchase its
         respective Proportional Percentage of such Shortfall Shares or Advance
         Purchase Shares at the applicable Closing, the Proportional Percentage
         of each other Purchaser shall be increased by the amount of such
         Defaulting Purchaser's Proportional Percentage multiplied by a fraction
         equal to (x) the amount of such other Purchasers' Proportional
         Percentage, divided by (y) the aggregate Proportionate Percentage of
         all Purchasers who are not Defaulting Purchasers.

                  "Shortfall Shares" means, collectively, Bank Deposit Shortfall
         Shares, Fixed Charge Shortfall Shares, and Payment Default Shares.

                  B. Section 1.8 of the Original Agreement is amended and
restated in its entirety as follows:

                  "The obligations of each Purchaser hereunder shall
automatically terminate without further action from any party hereto on the
earlier of (a) the date such Purchaser purchases an aggregate amount of shares
of Series B Preferred Stock hereunder equal to its Maximum Share Amount; and (b)
the date the obligations (other than contingent obligations and liabilities) of
the Corporation under (i) the Credit Agreement and (ii) the Indenture dated as
of May 11, 1998, among the Corporation and certain of its subsidiaries and PNC
Bank, National Association as trustee (as amended), are terminated."

         Section 3. References to the Original Agreement. From and after the
date hereof, all references in the Original Agreement and each of the other
Transaction Documents to the

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Original Agreement shall be deemed to be references to the Original Agreement
after giving effect to this Amendment No. 1.

         Section 4. No Other Amendments. Except as expressly set forth herein,
the Original Agreement remains in full force and effect in accordance with its
terms and nothing contained herein shall be deemed (a) to be a waiver,
amendment, modification or other change of any term, condition or provision of
the Original Agreement or any Transaction Document (or a consent to any such
waiver, amendment, modification or other change); (b) to be a consent to any
transaction; or (c) to prejudice any right or rights which the Purchasers or the
Corporation may have under the Original Agreement and/or any Transaction
Document.

         Section 5. Headings. The headings used herein are for convenience of
reference only and shall not affect the construction of, nor shall they be taken
into consideration in interpreting, this Amendment No. 1.

         Section 6. Counterparts. This Amendment No. 1 may be executed in one or
more counterparts, each of which shall be deemed an original but all of which
together shall constitute one and the same instrument. Facsimile execution and
delivery of this Amendment No. 1 is legal, valid and binding for all purposes.

         Section 7. Applicable Law. THIS AMENDMENT NO. 1 SHALL BE GOVERNED BY
AND CONSTRUED IN ACCORDANCE WITH THE DOMESTIC LAWS OF THE STATE OF NEW YORK,
WITHOUT GIVING EFFECT TO ANY CHOICE OF LAW OR CONFLICTING PROVISION OR RULE
(WHETHER OF THE STATE OF NEW YORK, OR ANY OTHER JURISDICTION) THAT WOULD CAUSE
THE LAWS OF ANY JURISDICTION OTHER THAN THE STATE OF NEW YORK TO BE APPLIED. IN
FURTHERANCE OF THE FOREGOING, THE INTERNAL LAW OF THE STATE OF NEW YORK WILL
CONTROL THE INTERPRETATION AND CONSTRUCTION OF THIS AMENDMENT NO. 1, EVEN IF
UNDER SUCH JURISDICTION'S CHOICE OF LAW OR CONFLICT OF LAW ANALYSIS, THE
SUBSTANTIVE LAW OF SOME OTHER JURISDICTION WOULD ORDINARILY APPLY.

                            [Signature Pages Follow]

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                  IN WITNESS WHEREOF, the parties hereto have caused this
Amendment No. 1 to the Securities Purchase Agreement to be duly executed and
delivered as of the day and year first above written.

                           LPA HOLDING CORP.

                           By: /s/ Michael F. Czlonka
                               -------------------------------------------------
                               Name: Michael F. Czlonka
                               Title: Senior Vice President & Chief
                                      Operating Officer

                           LPA INVESTMENT LLC

                           By: /s/ Stephen P Murray
                               -------------------------------------------------
                               Name: Stephen P. Murray
                               Title:

                           /s/ Joetta D. Camp
                           -----------------------------------------------------
                           Joetta D. Camp

                           /s/ Rebecca L. Perry
                           -----------------------------------------------------
                           Rebecca L. Perry

                           /s/ Kathryn J. Shubert
                           -----------------------------------------------------
                           Kathryn J. Shubert