Exhibit 4.6

                      AMENDMENT NO. 1 TO THE THIRD AMENDED
                      AND RESTATED STOCKHOLDERS' AGREEMENT


                  Amendment  No. 1, dated as of November 20, 2000,  to the Third
Amended and Restated  Stockholders'  Agreement,  dated as of April 20, 1999 (the
"Stockholders'  Agreement"), by and among the Company, the WCAS Purchasers, TPC,
CIBC II, CIBC III, Caravelle, JHW II, JHW III, JHW Strategic III, JHW Mezzanine,
Clark, Tomick, Bryne, Waller, Kitty Hawk III, Kitty Hawk IV, Eagle Creek, Finley
LP,  NCEF,  Lutkewich,  Jackman,  Eckert,  Gupton,  Price LP and Benake.  Unless
otherwise  defined  herein,  defined terms shall have such meanings  ascribed to
them in the Stockholders' Agreement.

                  WHEREAS,  pursuant  to the  terms  of  that  certain  Purchase
Agreement, dated as of November 20, 2000 (the "Trimaran Purchase Agreement"), by
and among the Company and Trimaran Fund II,  L.L.C.  ("Trimaran  II"),  Trimaran
Capital, L.L.C. ("Trimaran Capital"), Trimaran Parallel Fund II, L.P. ("Trimaran
Parallel"),  CIBC Employee  Private Equity Fund (Trimaran)  Partners  ("Employee
Trimaran  Fund") and CIBC World Markets  Ireland  Limited  ("CIBC  Ireland" and,
collectively with Trimaran II, Trimaran Capital,  Trimaran Parallel and Employee
Trimaran  Fund,  the "Trimaran  Purchasers"),  the Company is selling  shares of
Common  Stock and  issuing  warrants  to  purchase  shares of Common  Stock (the
"Warrants") to the Trimaran  Purchasers as more fully  described in Section 1.01
of the Trimaran Purchase Agreement; and

                  WHEREAS,   pursuant   to  Section  18  of  the   Stockholders'
Agreement,  the Company and the Stockholders  desire to amend the  Stockholders'
Agreement  to  make  changes  to the  CIBC  Purchasers'  rights  and  make  such
amendments, as more particularly set forth herein.

                  NOW,  THEREFORE,  in  consideration  of the  premises  and the
mutual covenants and agreements  contained  herein,  the parties hereby agree as
follows:

1.       Amendment of Section 1(a)(ii)d).

                  Section  1(a)(ii)d) of the  Stockholders'  Agreement is hereby
amended in its entirety and replaced with the following:

                           "d) [Intentionally Omitted.]"

2.       Addition of Section 1(f).

                  Section 1 of the  Stockholders'  Agreement is hereby amended
by adding a new paragraph (f) to read as follows:

                           "(f)  The CIBC  Purchasers  shall  have the  right to
                  designate  a  representative  to  attend  as an  observer  all
                  meetings of the  Company's  Board of Directors  and to receive
                  all notices  distributed to members of the Company's  Board of
                  Directors  at the  same  time  and in the  same  manner  as so
                  distributed. The Company shall provide such observer with such
                  information as the observer shall reasonably request."

<PAGE>
                                       -2-

3.       Amendment of Section 10(b).

                  Section 10(b) of the Stockholders' Agreement is hereby amended
in its entirety and replaced with the following:

                           "(b)  The  respective  rights  granted  to  the  WCAS
                   Purchasers,  the  Whitney  Purchasers  and  TPC  pursuant  to
                   Section 1 shall  terminate as to any group of  Purchasers  on
                   the  earlier  to occur  of (i) the  sale,  transfer  or other
                   disposition  (including a disposition by a partnership to its
                   partners or a limited  liability  company to its  members) by
                   such  respective  group of  Purchasers of at least 50% of the
                   shares of Capital  Stock held by such group of  Purchasers on
                   the date of this  Amendment or (ii) the  ownership of Capital
                   Stock  held by such  Purchasers  shall  fall  below 8% of the
                   outstanding Capital Stock of the Company.  The rights granted
                   to the CIBC Purchasers  pursuant to Section 1 shall terminate
                   if the  aggregate  ownership  of  Capital  Stock  held by the
                   Trimaran Fund II, L.L.C.  ("Trimaran II"),  Trimaran Capital,
                   L.L.C. ("Trimaran Capital"),  Trimaran Parallel Fund II, L.P.
                   ("Trimaran  Parallel"),  CIBC  Employee  Private  Equity Fund
                   (Trimaran) Partners ("Employee Trimaran Fund") and CIBC World
                   Markets  Ireland  Limited ("CIBC  Ireland" and,  collectively
                   with Trimaran II,  Trimaran  Capital,  Trimaran  Parallel and
                   Employee  Trimaran  Fund,  the  "Trimaran  Purchasers"),  the
                   Permitted Trimaran Assignees and the CIBC Purchasers,  in the
                   aggregate,  shall  fall below 5% of the  outstanding  Capital
                   Stock  of  the  Company.   For  purposes  of  the  foregoing,
                   "Permitted  Trimaran  Assignees" shall mean (i) any Affiliate
                   of any Trimaran  Purchaser,  (ii) Caravelle,  (iii) Caravelle
                   Investment   Fund  II,  L.L.C.,   (iv)  any  investment  fund
                   controlled by at least two of Messrs. Jay Bloom, Andrew Heyer
                   or Dean  Kehler,  (v) any  person  (a)  managed by CIBC World
                   Markets   Corp.   ("CIBC  World   Markets")  or  Trimaran  II
                   (including any Affiliates thereof) or at least two of Messrs.
                   Bloom,  Heyer or Kehler and (b)  substantially all the equity
                   interests  which are owned,  directly or  indirectly,  by (1)
                   members in Trimaran II, (2)  employees of CIBC World  Markets
                   or any  Affiliate  thereof,  (3) any investor in the Trimaran
                   investment  program that has co-investment  rights or (4) any
                   combination of the persons named in the immediately preceding
                   clauses  (1),  (2) or (3) or any  successor  to any  Trimaran
                   Purchaser or any of the foregoing persons."

4.       Representations and Warranties by the Company.

                  (a) The Company  hereby  represents  and warrants to the other
parties hereto that the execution, delivery and performance of this Amendment by
the Company will not violate any provision of  applicable  law, any order of any
court  or  other  agency  of  government,  or any  provision  of any  indenture,
agreement or other  instrument to which the Company or any of its  properties or
assets is bound, or conflict with, result in a breach of or constitute (with due
notice or lapse of time or both) a default under any such  indenture,  agreement
or other  instrument,  except for such violations,  conflicts or breaches which,
individually  or in the aggregate,  would not have a material  adverse effect on
the Company and its subsidiaries, taken as a whole.

<PAGE>

                                      -3-

                  (b) This Amendment has been duly executed and delivered by the
Company and when this  Amendment is executed by the other  parties  hereto,  the
Stockholders' Agreement as amended by this Amendment, will constitute the legal,
valid and binding obligation of the Company,  enforceable in accordance with its
terms.

5.  Continuing  Effect of  Stockholders'  Agreement.  This  Amendment  shall not
constitute  an  amendment  or   modification  of  any  other  provision  of  the
Stockholders'  Agreement not expressly  referred to herein.  Except as expressly
amended or modified herein,  the provisions of the  Stockholders'  Agreement are
and shall remain in full force and effect.

6.  Counterparts.  This  Amendment may be executed by one or more of the parties
hereto on any number of separate counterparts and all such counterparts shall be
deemed to be one and the same  instrument.  Each party hereto  confirms that any
facsimile  copy of such party's  executed  counterpart of this Amendment (or its
signature page thereof) shall be deemed to be an executed original thereof.

7.  Governing  Law. This  Amendment  shall be governed by, and  interpreted  and
construed  in  accordance  with,  the  internal  laws of the State of  Delaware,
without regard to principles of conflicts of law.



<PAGE>

                                      -4-


         IN  WITNESS  WHEREOF,  each of the  parties  hereto has  executed  this
agreement, as of the day and year first above written.


                                     WELSH, CARSON, ANDERSON & STOWE VIII, L.P.

                                             By:   WCAS VIII Associates, L.L.C.,
                                                   its General Partner


                                             By: /s/ Lawrence B. Sorrel
                                                -------------------------------
                                                 Name: Lawrence B. Sorrel
                                                 Title:


                                    WCAS CAPITAL PARTNERS III, L.P.

                                           By:   WCAS CP III Associates, L.L.C.,
                                                 its General Partner


                                           By: /s/ Lawrence B. Sorrel
                                              ---------------------------------
                                                 Name: Lawrence B. Sorrel
                                                 Title:


                                   WCAS INFORMATION PARTNERS, L.P.


                                          By: /s/ Lawrence B. Sorrel
                                             ----------------------------------
                                                Name: Lawrence B. Sorrel
                                                Title:


                                                     TOWER PARENT CORP.


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

<PAGE>
                                      -5-


                                         CIBC WG ARGOSY MERCHANT FUND 2, L.L.C.


                                        By: /s/ Steven A. Flyer
                                           -----------------------------------
                                              Name: Steven A. Flyer
                                              Title:Attorney-in-Fact


                                        CO-INVESTMENT MERCHANT FUND 3, LLC


                                       By: /s/ Steven A. Flyer
                                          ------------------------------------
                                             Name: Steven A. Flyer
                                             Title:Attorney-in Fact


                                        CARAVELLE INVESTMENT FUND, L.L.C.

                                       By:   Caravelle Advisors, L.L.C.,
                                             as its Investment Manager and
                                             Attorney-in-Fact


                                       By: (illegible signature)
                                          -------------------------------------
                                           Name:
                                           Title:

                                        WHITNEY EQUITY PARTNERS, L.P.

                                       By:   Whitney Equity Partners, LLC, its
                                             General Partner


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

                                                     J.H. WHITNEY III, L.P.

                                       By:   J.H. Whitney Equity Partners III,
                                             LLC, its General Partner


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


<PAGE>
                                      -6-
                                           WHITNEY STRATEGIC PARTNERS III, L.P.

                                      By:   J.H. Whitney Equity Partners III
                                            L.L.C., its General Partner


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


                                    WHITNEY MEZZANINE MANAGEMENT COMPANY, L.L.C.

                                      By:   Whitney Holdings, LLC, Member


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

                                          ------------------------------------
                                                     Stephen H. Clark


                                           ------------------------------------
                                                     David P. Tomick


                                   WALLER SUTTON MEDIA PARTNERS, L.P.

                                   By:   Waller Sutton Media Partners, LLC,
                                         its General Partner


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

<PAGE>

                                      -7-


                                  KITTY HAWK CAPITAL LIMITED PARTNERSHIP, III

                               By:   Kitty Hawk Partners Limited Partnership,
                                     III, its General Partner


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

                                    KITTY HAWK CAPITAL LIMITED PARTNERSHIP, IV

                               By:   Kitty Hawk Partners LLC, IV, its General
                                     Partner


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

                            EAGLE CREEK CAPITAL, LLC


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

                        FINLEY FAMILY LIMITED PARTNERSHIP


                                     By:
                                           Name:
                                           Title:

                                     THE NORTH CAROLINA ENTERPRISE FUND, L.P.

                                     By:   The North Carolina Enterprise
                                           Corporation, its General Partner


                                     By:
                                           Name:
                                           Title:


<PAGE>
                                      -8-


                                     ---------------------------------
                                     Edward J. Lutkewich


                                     ---------------------------------
                                     Jack W. Jackman


                                     ---------------------------------
                                     Alton D. Eckert


                                     ---------------------------------
                                     William R. Grupton


                                     THE PRICE FAMILY LIMITED PARTNERSHIP


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


                                     BENAKE LP


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


                                     ------------------------------------
                                     Richard Byrne