Exhibit 4.2

                              SCHEDULE "2.21"

           Terms Relating to Last 24 Months of Term/No Extension


I.                If the Extension  Request is not approved  pursuant to Section
2.21(a),  (b) or (c)  of  the  Agreement,  or if  Borrowers  do not  request  an
extension pursuant to Section 2.21 of the Agreement, then during the twenty-four
(24) months preceding the Facility Termination Date, the terms and condition set
forth on this  Schedule  "2.21"  shall be  deemed  to be  incorporated  into the
Agreement, and Borrowers, Banks and Agent shall act in accordance herewith:

                           (a)  Section 2.1.  Section 2.1(iii) of the Agreement
shall be deemed to be  modified in its  entirety to read as follows:  "(iii) the
aggregate  principal  amount of all Advances  plus the  aggregate  amount of the
Facility Letter of Credit Obligations  outstanding with respect to all Borrowers
plus the  aggregate  principal  amount  outstanding  of all Public  Indebtedness
described in Section  8.2(xv)  shall not exceed the  aggregate of all  Borrowing
Bases for all  Borrowers  determined as of the most recent  Inventory  Valuation
Date."

                           (b)  Section 2.2.  Section 2.2(iii) of the Agreement
shall be deemed to be  modified in its  entirety to read as follows:  "(iii) the
aggregate  principal  amount of all Advances  plus the  aggregate  amount of the
Facility Letter of Credit Obligations  outstanding with respect to all Borrowers
plus the  aggregate  principal  amount  outstanding  of all Public  Indebtedness
described in Section  8.2(xv)  exceeds the aggregate of all Borrowing  Bases for
all Borrowers determined as of the most recent Inventory Valuation Date."

                           (c)  Section 4.2.  Section 4.2(v) of the Agreement
shall be deemed to be  modified in its  entirety  to read as  follows:  "(v) if,
after giving  effect to the Facility  Letter of Credit or amendment or extension
thereof  requested  hereunder,  the aggregate  principal  amount of all Facility
Letter  of  Credit  Obligations  plus  the  principal  amount  of  all  Advances
outstanding  plus the  aggregate  principal  amount  outstanding  of all  Public
Indebtedness  described in Section  8.2(xv)  would  exceed the  aggregate of all
Borrowing Bases determined as of the most recent Inventory Valuation Date."

                           (d)  Section 5.2.  Section 5.2(iii)(C) of the 
Agreement  shall be deemed to be  modified  in its  entirety to read as follows:
"(C) the aggregate principal amount of all Advances plus the aggregate amount of
the  Facility  Letter  of  Credit  Obligations  outstanding  plus the  aggregate
principal  amount  outstanding of all Public  Indebtedness  described in Section
8.2(xv) shall not exceed the aggregate of all Borrowing Bases  (determined as of
the most recent Inventory Valuation Date)."



                           (e)  Section 8.2(xv).  Section 8.2(xv) of the 
Agreement shall be deemed to be modified in its entirety to read as follows:


                  (xv) Public Indebtedness,  so long as such Indebtedness (A) as
         to Guarantor,  is either subordinated to or pari passu with Guarantor's
         obligations   under  the  Guaranty;   and  (B)  as  to  Borrowers,   is
         Subordinated Indebtedness; provided, however, that the aggregate amount
         of such  Public  Indebtedness  shall be subject to the  limitations  in
         Sections 2.1(iii), 2.2(iii), 4.2(v) and 5.2(iii)(C).

                           (f)  Section 8.2(xviii).  The following Section 8.2
(xviii) shall be deemed to be added to the Agreement:

                  8.2(xviii) Indebtedness,  except Public Indebtedness,  secured
         by Liens permitted under Section 8.6(v).

                           (g)  Section 8.6.  Section 8.6(v) shall be deemed to
be modified in its entirety to read as follows:

                  8.6(v) Liens  incurred in the ordinary  course of business not
         otherwise  permitted  by this  covenant,  provided  that (I) the  Liens
         encumber  real  property   owned  by  the  obligor  of  the  applicable
         Indebtedness  (provided  that a  Borrower  may be the  obligor  of such
         Indebtedness and Guarantor may guarantee such  Indebtedness),  and (II)
         the  obligations  secured by any Lien shall not exceed  eighty  percent
         (80%) of the fair market value of the real property covered thereby (if
         the obligations do not relate to the  construction of improvements  on,
         or  development  of, the real  property) or eighty percent (80%) of the
         value of the real property covered thereby as if all Improvements to be
         located thereon have been completed (if the  obligations  relate to the
         construction of Improvements on the real property), as applicable.

         1.       If the Extension  Request is not approved  pursuant to Section
2.21, or if Borrowers do not request an extension pursuant to Section 2.21, then
if a Conversion  Period occurs during the twenty-four  (24) months preceding the
Facility  Termination  Date,  the terms and  conditions of this Schedule  "2.21"
shall be of no further force and effect,  and the provisions of Schedule  "2.22"
shall become effective.







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