JPM CO
WAVIER AND SECOND AMENDMENT TO LOAN AGREEMENT
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>5
<FILENAME>0005.txt
<DESCRIPTION>WAVIER AND SECOND AMENDMENT TO LOAN AGREEMENT
<TEXT>


                           WAIVER AND SECOND AMENDMENT
                       AND MODIFICATION TO LOAN AGREEMENT

     THIS WAIVER AND SECOND  AMENDMENT AND  MODIFICATION  TO LOAN AGREEMENT (the
"Second  Amendment") is made effective the ____ day of May, 2000,  among THE JPM
COMPANY,  a  Pennsylvania  corporation  ("Borrower"),  FIRST UNION NATIONAL BANK
(successor  by  merger  to  CoreStates  Bank,  N.A.)  in its  capacity  as agent
("Agent"), and the Lenders (hereinafter defined).

                              W I T N E S S E T H:

     WHEREAS,  the  Borrower  and the Agent have  heretofore  entered  into that
certain Loan Agreement dated April 9, 1998 (the  "Agreement") with the financial
institutions signatory thereto from time to time (the "Lenders"),  as amended by
that certain  Amendment and  Modification  to Loan Agreement  dated December 17,
1998 (the "First Amendment") (the Agreement,  as amended by the First Amendment,
hereinafter referred to as the "Loan Agreement";  capitalized text not otherwise
defined herein shall be ascribed the meanings set forth in the Loan  Agreement);
and

     WHEREAS,  the Borrower has requested waiver of certain  financial  covenant
defaults  and the  resetting  of  certain  financial  covenants  under  the Loan
Agreement; and

     WHEREAS,  the  Lenders  are willing to waive  existing  financial  covenant
defaults and to reset certain  financial  covenants  under the Loan Agreement on
the terms and conditions hereinafter set forth.

                                    AGREEMENT

          NOW,  THEREFORE,  intending to be legally  bound  hereby,  the parties
     hereto agree as follows:

         1.       DEFINITIONS.

          (a) Each of the  following  definitions  contained in Section 1 of the
     Loan Agreement is hereby amended and restated as follows:

          "1.17  "CoreStates"  means First Union  National  Bank,  successor  by
     merger to  CoreStates  Bank,  N.A.,  in its capacity as a Lender under this
     Agreement."

          "1.47 Maximum Amount" means Seventy  Million Dollars  ($70,000,000.00)
     less any reductions  made pursuant to Section 2.1(c) and Section 2.1(d) for
     mandatory prepayments made pursuant to Section 4.2(b)."

          (b) The  following  definitions  are hereby  added to Section 1 of the
     Loan Agreement in the appropriate alphabetical order as indicated:

          "1.14A  "Change  in  Working  Capital  " means,  for any  period,  the
     increase or the decrease of the difference  between  current assets (net of
     cash) and  current  liabilities  (net of short  term  debt and the  current
     portion  of long term debt) as  reflected  on the  Borrower's  consolidated
     balance  sheet  delivered to the Agent and the Lenders  pursuant to Section
     9.1  or  9.3(a)  of the  Loan  Agreement  over  $50,832,000,  which  is the
     difference  between  current  assets (net of cash) and current  liabilities
     (net of short  term debt and the  current  portion  of long  term  debt) as
     reflected  on the  Borrower's  consolidated  balance  sheet for the  fiscal
     quarter ending March 31, 2000."

          "1.29A  "Excess  Cash Flow" means,  for any period,  the EBITDA of the
     Borrower and its Subsidiaries minus (i) Capital  Expenditures,  (ii) income
     and  franchise  taxes paid with  respect  to such  period,  (iii)  required
     Interest Expense, and (iv) required principal payments made on Indebtedness
     for  borrowed  money and  Capitalized  Lease  Obligations  permitted  under
     Section 7.3, and plus (if  decreased) or minus (if increased) the Change in
     Working Capital.

          (c) Schedule A to the Loan Agreement is hereby amended by deleting the
     same in its entirety and replacing it with "Amended Schedule A" attached to
     this Second Amendment.

         2.       MANDATORY REPAYMENTS.

          (a) Section 2.1 of the Loan  Agreement  is hereby  amended by adding a
     new subsection (d) as follows:

          (d) The Maximum Amount shall be  permanently  reduced by the amount of
     the mandatory  prepayment made pursuant to Section  4.2(b).  All references
     herein to the Maximum  Amount means the Maximum Amount as it may be reduced
     pursuant to subsection (c) above or this subsection (d).

          (b) Section 4.2 of the Loan  Agreement is hereby  amended by inserting
     "(a)"  between  "Payments."  and  "Borrower"  in the first line thereof and
     inserting  the  following  additional  subsection  at the  end of  existing
     Section 4.2:

          (b) In addition,  until  Borrower  has  delivered to the Agent and the
     Lenders  pursuant  to Section  9.1 or 9.3 of the Loan  Agreement  financial
     statements reflecting a ratio of Total Indebtedness to EBITDA under Section
     8.2 of the  Loan  Agreement  of  3.50 to 1 or less  for the  most  recently
     completed fiscal quarter, Borrower shall repay to Agent, for the benefit of
     Lenders,  75% of Excess  Cash Flow at the end of each six (6) month  period
     ending  September 30 and March 31 of each year,  beginning with the six (6)
     month period ending September 30, 2000. Each mandatory  prepayment shall be
     due and payable on or before the 30th day  following  the date on which the
     financial  statements  for the periods  ending on September 30 and March 31
     are due  pursuant to Section 9.1 or Section 9.3 of the Loan  Agreement,  as
     appropriate,  and  notwithstanding  Section 4.9, each mandatory  prepayment
     shall be  applied  to  outstanding  principal  on the  Revolver  and  shall
     constitute a permanent  reduction in the Maximum Amount pursuant to Section
     2.1(d).

          3. USAGE FEE.  Section 4.5 of the Loan  Agreement is hereby amended by
     replacing it in its entirety with the following:

          4.5 Usage Fee. So long as the Revolver is outstanding and has not been
     terminated,  and the Lender  Indebtedness  has not been  satisfied in full,
     Borrower shall  unconditionally  pay to Agent,  for the pro rata benefit of
     Lenders  in  accordance  with their  respective  Pro Rata  Percentage,  the
     applicable Usage Fee shown on Schedule A on the daily unused portion of the
     Revolver  (which shall be calculated as the difference  between the Maximum
     Amount  minus  the   outstanding   Advances  under  the  Revolver  and  the
     outstanding  Swingline  Loans at the  close of  business  on the date  such
     calculation  is made),  which  Usage Fee shall be  computed  on a quarterly
     basis in  arrears  and  shall be due and  payable  on the first day of each
     fiscal quarter for the immediately  preceding fiscal quarter. The Usage Fee
     shall  be  calculated  on the  basis of a year of 360 days and paid for the
     actual number of days elapsed.

          4. LIMITATION ON ACQUISITIONS.  Section 7.7(iii) of the Loan Agreement
     is hereby  amended by deleting  subsection  (iii) and  replacing  it in its
     entirety with the following:

          (iii) all  Lenders  consent  in writing  to the  proposed  Acquisition
     Transaction;

          5.  TOTAL  INDEBTEDNESS  TO  TOTAL  CAPITAL.  Section  8.1 of the Loan
     Agreement  is hereby  amended  by  replacing  it in its  entirety  with the
     following:

          8.1 Total Indebtedness to Total Capital. Borrower and its Subsidiaries
     shall maintain a ratio of Total Indebtedness to Total Capital not to exceed
     the percentage corresponding to the applicable time period on the following
     table:

                April 1, 2000 to June 30, 2000                       67.50%
                July 1, 2000  to September 30,2000                   65.00%
                October 1, 2000 to December 31, 2000                 62.50%
                January 1, 2001 to March 31, 2001                    60.00%
                April 1, 2001 to end of Contract Period              60.00%

          6. TOTAL INDEBTEDNESS TO EBITDA.  Section 8.2 of the Loan Agreement is
     hereby amended by replacing it in its entirety with the following:

          8.2 Total Indebtedness to EBITDA.  Borrower and its Subsidiaries shall
     maintain,  as of the end of each fiscal  quarter and  determined for the 12
     month  period then ended,  a ratio of Total  Indebtedness  to EBITDA not to
     exceed  the  ratio  corresponding  to the  applicable  time  period  on the
     following table:

               April 1, 2000 to June 30, 2000                       5.50 to 1.0
               July 1, 2000  to September 30,2000                   4.25 to 1.0
               October 1, 2000 to December 31, 2000                 3.50 to 1.0
               January 1, 2001 to March 31, 2001                    3.50 to 1.0
               April 1, 2001 to end of Contract Period              3.50 to 1.0


          7. FIXED CHARGE COVERAGE  RATIO.  Section 8.3 of the Loan Agreement is
     hereby amended by replacing it in its entirety with the following:

          8.3 Fixed Charge Coverage Ratio.  Borrower and its Subsidiaries  shall
     maintain,  as of the end of each fiscal  quarter and  determined for the 12
     month period then ended, a Fixed Charge Coverage Ratio of not less than the
     ratio corresponding to the applicable time period on the following table:

               April 1, 2000 to June 30, 2000                       1.05 to 1.0
               July 1, 2000  to September 30,2000                   1.40 to 1.0
               October 1, 2000 to December 31, 2000                 1.50 to 1.0
               January 1, 2001 to March 31, 2001                    1.50 to 1.0
               April 1, 2001 to end of Contract Period              1.50 to 1.0

          8.  PROJECTIONS  AND CASH FLOW.  Section 9.2 of the Loan  Agreement is
     hereby amended by replacing it in its entirety with the following:

          "9.2  Projections and Cash Flow. As soon as available and in any event
     within  sixty (60) days prior to the end of each fiscal  year of  Borrower,
     projections  and cash  flows  on a  quarter-by-quarter  basis  for the next
     succeeding twelve (12) months for Borrower and its  Subsidiaries,  prepared
     by the chief financial officer of Borrower. In addition, until Borrower has
     delivered to the Agent and the Lenders pursuant to Section 9.1 or 9.3(a) of
     the  Loan  Agreement  financial  statements  reflecting  a ratio  of  Total
     Indebtedness to EBITDA under Section 8.2 of the Loan Agreement of 3.50 to 1
     or  less  for  the  most  recently  completed  fiscal  quarter,  as soon as
     available and in any event within three (3) business days following the end
     of each  week,  a  rolling  projected  cash  flow  forecast  for  the  next
     succeeding twelve (12) week period, prepared by the chief financial officer
     of Borrower. Borrower has furnished to Lenders initial projections dated as
     of the date hereof and  attached  hereto as  Schedule  9.2  containing  the
     information required by this Section 9.2. Borrower represents and covenants
     that (a) the initial  projections  attached to the  Agreement  were and all
     projections  required  by this  Section  9.2 shall be prepared by the chief
     financial  officer of  Borrower  and  represent,  and in the  future  shall
     represent, the best available good faith estimate of Borrower regarding the
     course of the  business of Borrower  and its  Subsidiaries  for the periods
     covered thereby;  (b) the assumptions set forth in the initial  projections
     are and the  assumptions  set  forth in the  future  projections  delivered
     hereafter shall be reasonable and realistic based on then current  economic
     conditions;   (c)  Borrower  knows  of  no  reason  why  Borrower  and  its
     Subsidiaries should not be able to achieve the performance levels set forth
     in the initial  projections and Borrower and its Subsidiaries shall have no
     knowledge at the time of delivery of future  projections  of any reason why
     Borrower  and its  Subsidiaries  shall not be able to meet the  performance
     levels set forth in said projections; and (d) Borrower and its Subsidiaries
     have sufficient capital as may be required for their ongoing businesses and
     to pay their existing and anticipated debts as they mature."

          9.  INTERIM  STATEMENTS.  Section 9.3 of the Loan  Agreement is hereby
     amended by replacing it in its entirety with the following:

          "9.3 Interim Statements.

          (a) Quarterly Statements. As soon as available and in any event within
     forty-five  (45) days after the end of each first,  second and third fiscal
     quarter of Borrower:

          (i) the consolidated and  consolidating  income and retained  earnings
     statements of Borrower and its Subsidiaries for such quarter;

          (ii) the consolidated and consolidating  balance sheet of Borrower and
     its Subsidiaries as of the end of such quarter; and

          (iii) the  consolidated  and  consolidating  statement of cash flow of
     Borrower  and  its  Subsidiaries   for  such  quarter,   setting  forth  in
     comparative  form  the   corresponding   figures  as  at  the  end  of  the
     corresponding  quarter  of the  previous  fiscal  year,  all in  reasonable
     detail,  subject  to  year-end  adjustments,  and  certified  by the  chief
     financial  officer of Borrower to be accurate and to have been  prepared in
     accordance  with GAAP , together with a copy of Borrower's  Form lO-Q filed
     with the Securities and Exchange Commission for such quarter.

          (b) Monthly  Reports.  As soon as  available  and in any event  within
     thirty (30) days after the end of each calendar month,

          (i) the management  prepared income and retained earnings  statements,
     balance sheet and  statement of cash flow of Borrower and its  Subsidiaries
     as of and for such calendar  month,  setting forth in comparative  form the
     variance of the actual results from the projections and cash flows provided
     to the Agent and the Lenders pursuant to Section 9.2 of the Loan Agreement,
     which  statements  shall be certified as to accuracy by the chief financial
     officer of Borrower;

          (ii)  a  narrative  report  explaining  the  cause  for  all  material
     variances  from  the  projections  and cash  flows as shown on the  monthly
     statements  furnished  pursuant to subsection  9.3(b)(i) above and updating
     the status of actions  taken by Borrower  through the end of such  calendar
     month under that  certain  Debt  Reduction  Plan-Discussion  Points for the
     January 20, 2000 conference with the Lenders; and

          (iii) a detailed listing of Borrower's and each Subsidiary's inventory
     by location and by category (raw material, work-in-process,  finished goods
     and reserve)."

          10.  COMPLIANCE  CERTIFICATES.  Section 9.7 of the Loan  Agreement  is
     hereby  amended by deleting the  reference to Section 9.3 in the first line
     thereof and replacing it with a reference to Section 9.3(a).

          11. FIELD AUDIT. The Loan Agreement is hereby amended by inserting the
     following new Section 9.9 immediately  following the conclusion of existing
     Section 9.8:

          "9.9 Field Audit.  Borrower shall authorize and facilitate the conduct
     and  completion  of a field  audit of  inventory  and  accounts  receivable
     ("Field Audit") by the Agent's internal auditors.  Borrower shall reimburse
     the  Agent  for the cost of  conducting  the  Field  Audit  at the  Agent's
     customary rates."

          12. WAIVER OF EXISTING DEFAULTS.  To the extent Borrower was, prior to
     the Effective  Date of this Second  Amendment,  in default of the financial
     covenants  set forth in Sections 8.2 or 8.3 for the fiscal  quarter  ending
     March 31, 2000, such defaults are hereby waived by the Lenders.

          13. AMENDMENT FEE. Upon execution of this Second  Amendment,  Borrower
     shall pay to Agent for the pro rata benefit of Lenders  consenting  to this
     Second Amendment an Amendment Fee of 0.25% of such consenting  Lenders' Pro
     Rata  Percentage  of the Maximum  Amount,  which fee is fully earned by the
     consenting Lenders and is non-refundable.

          14. COSTS AND  EXPENSES.  Expressly in addition to the  Amendment  Fee
     payable under  Paragraph 13 above,  Borrower shall pay all of Agent's costs
     and expenses in connection with the review, negotiation,  documentation and
     closing of this Second  Amendment and the  consummation of the transactions
     contemplated herein, including, without limitation, fees, disbursements and
     expenses  of counsel  retained  by Agent and all fees  related to  filings,
     recording of documents and searches.

          15. ADDITIONAL DOCUMENTS. Borrower covenants and agrees to execute and
     deliver,  and to cause to be executed  and  delivered  to Agent any and all
     other  documents,  agreements,  corporate  resolutions,   certificates  and
     opinions  as Bank  shall  request  in  connection  with the  execution  and
     delivery of this Amendment or any other documents in connection herewith.

          16.  REFERENCES.  All  references  in the Loan  Documents to the "Loan
     Agreement"  shall mean the Loan Agreement as amended by the First Amendment
     and this Second  Amendment.  All  references in the Loan  Agreement and the
     other  Loan  Documents  to the  "Loan  Documents"  shall  include,  without
     limitation,  the First Amendment and this Second  Amendment and any and all
     other  instruments  or agreements  executed in connection  with or pursuant
     thereto.

          17. EFFECTIVE DATE. This Second Amendment shall not be effective until
     the date (the "Effective Date") on which the Borrower has satisfied (or the
     Agent  and the  Lenders  have  waived  in  writing)  each of the  following
     conditions precedent:

          (a) The Agent shall have received this Second  Amendment duly executed
     by all  parties  hereto  together  with the duly  executed  Second  Amended
     Acknowledgment and Consent in the form annexed hereto as Exhibit B;

          (b) The Agent shall have received a certificate of the Secretary or an
     Assistant  Secretary  of the  Borrower  and  each  Guarantor,  in form  and
     substance satisfactory to the Agent, with respect to (i) the certificate of
     incorporation  and by-laws of the  Borrower  and each  Guarantor,  (ii) the
     resolutions  authorizing  the execution,  delivery and  performance of this
     Amendment  and (iii) the  incumbency  of officers of the  Borrower and each
     Guarantor authorized to execute and deliver this Amendment.

          (c) The Agent  shall have  received a  certificate  of good  standing,
     issued as of a recent date, with respect to the Borrower and each Guarantor
     from its jurisdiction of incorporation.

          (d) The Agent shall have  received  payment of the  Amendment  Fee, as
     described in Paragraph 13 of this Second Amendment, for the ratable benefit
     of the Lenders  consenting to this Second  Amendment,  to be distributed by
     the Agent to the consenting  Lenders in respect of the Lender's  respective
     Pro Rata Percentage of the Maximum Amount.

          (e) The Agent shall have received an opinion of Borrower's counsel, in
     form and substance satisfactory to the Agent and its counsel, as to the due
     authorization, validity and enforceability of the Second Amendment.

          (f) The Agent shall have received  payment of all fees and expenses of
     Agent's counsel.

          (g) The Agent shall have received such other documents,  certificates,
     instruments and opinions as the Agent may reasonably request.

          18. FURTHER AGREEMENTS AND REPRESENTATIONS. Borrower does hereby:

          (a)  ratify,  confirm  and  acknowledge  that the Loan  Agreement,  as
     amended hereby, and the other Loan Documents are valid, binding and in full
     force and effect;

          (b)  covenant  and  agree  to  perform  all  obligations  of  Borrower
     contained  herein, in the Amended and Restated Revolver Notes and under the
     Loan Agreement, as amended, and the other Loan Documents;

          (c)  acknowledge  and agree that  Borrower  has no  defense,  set-off,
     counterclaim or challenge  against the payment of any sums owing under Loan
     Documents or the enforcement of any of the terms of the Loan Agreement,  as
     amended,  the  Amended  and  Restated  Revolver  Notes  or the  other  Loan
     Documents;

          (d) acknowledge and agree that all  representations  and warranties of
     Borrower  contained in the Loan Agreement  and/or the other Loan Documents,
     as amended,  are true, accurate and correct on and as of the date hereof as
     if made on and as of the date hereof;

          (e)  represent and warrant that no Event of Default (as defined in the
     Loan Agreement or any of the other Loan  Documents) or event which with the
     giving of notice or passage of time or both would  constitute such an Event
     of Default exists, except those expressly waived in Paragraph 12 above, and
     all information described in the recitals to this Second Amendment is true,
     accurate and complete;

          (f) acknowledge and agree that nothing contained herein and no actions
     taken  pursuant to the terms hereof is intended to constitute a novation of
     the  Loan  Agreement  or any of the  other  Loan  Documents,  and  does not
     constitute a release,  termination or waiver (except as expressly  provided
     in Paragraph  12 above) of any  existing  Event of Default or of any liens,
     security interests,  suretyship  obligations,  pledges,  rights or remedies
     granted to the Agent  and/or the Lenders  therein,  which  liens,  security
     interests, suretyship obligations,  pledges, rights and remedies are hereby
     expressly ratified,  confirmed,  extended and continued as security for all
     Lender  Indebtedness,  including,  without  limitation,  all obligations of
     Borrower to Agent and Lenders under the Loan  Agreement,  as amended by the
     First  Amendment  and this  Second  Amendment,  the  Amended  and  Restated
     Revolver Notes and the other Loan Documents; and

          (g) acknowledge  and agree that  Borrower's  failure to comply with or
     perform any of its covenants,  agreements or obligations  contained in this
     Second  Amendment  shall  constitute  an Event of  Default  under  the Loan
     Agreement and each of the Loan Documents.

          19.  INCONSISTENCIES.  To the extent of any inconsistency  between the
     terms,  conditions and  provisions of this Second  Amendment and the terms,
     conditions  and  provisions  of  the  Loan  Agreement  or  the  other  Loan
     Documents,  the terms,  conditions and provisions of this Second  Amendment
     shall prevail.  All terms,  conditions and provisions of the Loan Agreement
     and the other Loan Documents not inconsistent herewith shall remain in full
     force and effect and are hereby ratified and confirmed by Borrower.

          20. NO  WAIVER/COUNTERPARTS.  Except as  expressly  set forth  herein,
     nothing  contained herein and no actions taken pursuant to the terms hereof
     are intended to nor shall they  constitute a waiver by the Agent or Lenders
     of any rights or remedies  available  to any of them at law or in equity or
     as provided in the Loan Agreement or the other Loan Documents.  This Second
     Amendment may be executed in multiple counterparts.

          21. BINDING  EFFECT.  This Second  Amendment shall be binding upon and
     inure to the benefit of the parties hereto and their respective  successors
     and assigns.

          22.  GOVERNING  LAW.  This Second  Amendment  shall be governed by and
     construed in accordance with the laws of the Commonwealth of Pennsylvania.

          23.  HEADINGS.  The headings of the sections of this Second  Amendment
     are inserted for  convenience  only and shall not be deemed to constitute a
     part of this Amendment.

     IN WITNESS WHEREOF,  the parties hereto have executed this Second Amendment
as of the date first above written.

                               THE JPM COMPANY

                               By:
                               Name/Title:       John H. Mathias
                                                 Chief Executive Officer

                               AGENT:
                               FIRST UNION NATIONAL BANK, as Agent

                               By:
                               Name
                               Title:

                               ISSUING BANK:
                               FIRST UNION NATIONAL BANK, as Issuing Bank

                               By:
                               Name
                               Title:

                               LENDERS:
                               FIRST UNION NATIONAL BANK, as Lender

                               By:
                               Name
                               Title:

                               MELLON BANK, N.A.
                               By:
                               Name
                               Title:

                               BANK OF AMERICA, N.A., successor by merger to
                               NATIONSBANK, N.A.

                               By:
                               Name
                               Title:

                               PNC BANK, NATIONAL ASSOCIATION
                               By:
                               Name
                               Title:




                                 SECOND AMENDED
                           ACKNOWLEDGMENT AND CONSENT


     The undersigned  Guarantors hereby acknowledge and consent to the foregoing
Waiver  and  Second  Amendment  and  Modification  to  Loan  Agreement  ("Second
Amendment")  and do further agree that (i) all sums  advanced  under the Amended
and Restated Revolver Notes constitute "Guaranteed  Obligations" under the terms
of their respective Surety Agreements dated April 9, 1998 in favor of Agent (the
"Guarantees");(ii) the foregoing Second Amendment shall not constitute a release
or waiver of any of the  obligations of the  undersigned to the Agent and/or the
Lenders under any of the Guarantees, all of which are hereby ratified, confirmed
and continued;  and (iii) any lien,  security interest or assignment  granted to
Agent  and/or  Lenders by  Guarantors  do and shall  secure all  obligations  of
Borrower  under the  Amended  and  Restated  Revolver  Notes and under the "Loan
Documents" as such term is defined in the Guarantees.

     IN WITNESS WHEREOF, the undersigned,  intending to be legally bound hereby,
have executed this  Acknowledgment and Consent,  effective as of the date of the
foregoing Amendment. JPM TECHNOLOGY, INC.


                               By:
                               Name:
                               Title:


                               THE JPM COMPANY OF DELAWARE, INC.

                               By:
                               Name:
                               Title:


                               DENRON, INC.


                               By:
                               Name:
                               Title:




                               AMENDED SCHEDULE A


Borrower's Funded     Applicable Base Rate   Applicable LIBOR Rate     Usage Fee
  Debt/EBITDA*              Margin                   Margin

<2.0 to 1.0                  0%                    .875%                0.250%

>2.0 to 1.0                  0%                   1.125%                0.250%
but <2.5 to 1.0

>2.5 to 1.0              0.625%                   1.875%                0.375%
but <3.0 to 1.0

>3.0 to 1.0              0.875%                   2.125%                0.375%
but <3.25 to 1.0

>3.25 to 1.0             1.250%                   2.500%                0.500%
but <3.5 to 1.0

>3.5 to 1.0              1.750%                   3.000%                0.500%
but <4.0 to 1.0

>4.0 to 1.0               2.00%                   3.250%                0.500%
but <4.5 to 1.0

>4.5 to 1.0              2.250%                   3.500%                0.500%


*Funded  Debt/EBITDA means, as of the end of each fiscal quarter of Borrower and
determined for the 12 month period then ended, (a) total funded debt of Borrower
and its  Subsidiaries  for such period  (Indebtedness  for  borrowed  money plus
Capitalized  Lease  Obligations),  divided by (b) EBITDA  for such  period;  all
calculated on a Consolidated Basis and in accordance with GAAP.

</TEXT>
</DOCUMENT>
