Exhibit 10.3

                                  SCHEDULE 3.1

     The obligation of each Lender to make its initial extension of credit
provided for in the Agreement is subject to the fulfillment, to the satisfaction
of each Lender (the making of such initial extension of credit by any Lender
being conclusively deemed to be its satisfaction or waiver of the following), of
each of the following conditions precedent:

          (a) Administrative Agent shall have received evidence that appropriate
financing statements have been duly filed in such office or offices as may be
necessary or, in the opinion of Administrative Agent, desirable to perfect the
Administrative Agent's Liens in and to the Collateral, and Administrative Agent
shall have received evidence satisfactory to Administrative Agent reflecting the
filing of all such financing statements;

          (b) Administrative Agent shall have received each of the following
documents, in form and substance satisfactory to Administrative Agent, duly
executed, and each such document shall be in full force and effect:

               (i) this Agreement,

               (ii) the Security Agreement,

               (iii) a disbursement letter executed and delivered by Borrower to
Administrative Agent regarding the extensions of credit to be made on the
Closing Date, the form and substance of which is satisfactory to Administrative
Agent,

               (iv) the Fee Letter,

               (v) the Lender Assignment Agreement, and

               (vi) the Perfection Certificate.

          (c) Administrative Agent shall have received a certificate from the
Secretary of Borrower (i) attesting to the resolutions of Borrower's Board of
Directors authorizing its execution, delivery, and performance of this Agreement
and the other Loan Documents to which Borrower is a party, (ii) authorizing
specific officers of Borrower to execute the same, and (iii) attesting to the
incumbency and signatures of such specific officers of Borrower;

          (d) Administrative Agent shall have received copies of Borrower's
Governing Documents, as amended, modified, or supplemented to the Closing Date,
certified by the Secretary of Borrower and by the appropriate officer of
Borrower's jurisdiction of organization;

          (e) Administrative Agent shall have received a certificate of status
with respect to Borrower, dated within 10 days of the Closing Date, such
certificate to be issued by the appropriate officer of the jurisdiction of
organization of Borrower, which certificate shall indicate that Borrower is in
good standing in such jurisdiction;

          (f) Administrative Agent shall have received certificates of status
with respect to Borrower, each dated within 30 days of the Closing Date, such
certificates to be issued by the appropriate officer of the jurisdictions (other
than the jurisdiction of organization of Borrower) in



which its failure to be duly qualified or licensed would constitute a Material
Adverse Change, which certificates shall indicate that Borrower is in good
standing in such jurisdictions;

          (g) Administrative Agent shall have received opinions of Borrower's
counsel in form and substance satisfactory to Administrative Agent;

          (h) Borrower shall have the Required Availability after giving effect
to the initial extensions of credit hereunder and the payment of all fees and
expenses required to be paid by Borrower on the Closing Date under this
Agreement or the other Loan Documents;

          (i) If necessary for the calculation of Required Availability,
Borrower shall have remitted by wire transfer to Administrative Agent all cash
(and delivered all cash equivalents in such manner as directed by Administrative
Agent) of Borrower utilized to calculate the Required Availability;

          (j) Administrative Agent shall have completed their business, legal,
and collateral due diligence, including (i) a collateral audit and review of
Borrower's and its Subsidiaries books and records and verification of Borrower's
representations and warranties to Lender Group, the results of which shall be
satisfactory to Administrative Agent, (ii) an inspection of each of the
locations where Borrower's and its Subsidiaries' Inventory is located, and (iii)
completion of a pre-funding audit, the results of which shall be satisfactory to
Administrative Agent;

          (k) Administrative Agent shall have received a set of Projections for
the three (3) year period following the Closing Date (on a year by year basis,
and for the one (1) year period following the Closing Date, on a month by month
basis), in form and substance (including as to scope and underlying assumptions)
satisfactory to Administrative Agent;

          (l) Borrower shall have paid all Lender Group Expenses incurred in
connection with the transactions evidenced by this Agreement;

          (m) Administrative Agent shall have received Uniform Commercial Code,
tax lien and litigation searches, the results of which shall be satisfactory to
Administrative Agent;

          (n) No material adverse change shall have occurred in Borrower's
financial condition or prospects or in the value of the Collateral;

          (o) No material adverse conditions in loan syndication or financial or
capital market conditions generally that would make the proposed syndication
impracticable or materially more burdensome shall have occurred;

          (p) Borrower and each of its Subsidiaries shall have received all
licenses, approvals or evidence of other actions required by any Governmental
Authority, stockholder, director or any third party in connection with the
execution and delivery by Borrower or its Subsidiaries of the Loan Documents or
with the consummation of the transactions contemplated thereby;


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          (q) all other documents and legal matters in connection with the
transactions contemplated by this Agreement shall have been delivered, executed,
or recorded and shall be in form and substance satisfactory to Administrative
Agent; and

          (r) Administrative Agent shall have received a certificate from the
Chief Financial Officer of the Borrower dated as of the Closing Date certifying
(i) as to the truth and accuracy of the representations and warranties made by
Borrower in the Credit Agreement and the other Loan Documents, and (ii) that
before and after giving effect to the extensions of credit to be made on the
Closing Date, (x) no Default or Event of Default shall have occurred and be
continuing, and (y) Borrower and each of its Subsidiaries is Solvent.


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