1 Exhibit (b)(2) THE CHASE MANHATTAN BANK 270 Park Avenue New York, New York 10017 J.P. MORGAN SECURITIES INC. 270 Park Avenue New York, New York 10017 July 26, 2001 Heartland Springs Investment Company c/o Heartland Industrial Partners, L.P. 320 Park Avenue 33rd Floor New York, NY 10022 Attention: David A. Stockman Springs Industries Inc. $650,000,000 Senior Secured Credit Facilities $200,000,000 Receivables Purchase Facility Amendment Letter Ladies and Gentlemen: Reference is made to the Commitment Letter (the "Commitment Letter") dated April 24, 2001, among The Chase Manhattan Bank ("Chase"), J.P. Morgan Securities Inc. ("JPMorgan") and you. You, Chase and JPMorgan agree that (a) any previous amendment letters in respect of the Commitment Letter are hereby superceded by this Amendment Letter and (b) the twelfth paragraph of the Commitment Letter is hereby amended by replacing the text "the earlier of (a) 90 days after the date that the Recapitalization Agreement is executed and (b) 120 days after the date of this Commitment Letter" with the text "September 14, 2001". 2 2 Please indicate your acceptance of the amendment made herein by signing in the appropriate space below and returning to Chase the enclosed duplicate originals hereof. Very truly yours, THE CHASE MANHATTAN BANK, by /s/ Bruce Borden ------------------------------------ Name: BRUCE BORDEN Title: VICE PRESIDENT J.P. MORGAN SECURITIES INC., by /s/ Bruce Borden ------------------------------------ Name: BRUCE BORDEN Title: VICE PRESIDENT Accepted and agreed to as of the date first above written: HEARTLAND SPRINGS INVESTMENT COMPANY, by ------------------------------------ Name: Title: