RECEIVED FROM THE COMPANIES, FOR THE ACCOUNT OF THE
AGENT, A NON-REFUNDABLE SYNDICATION FEE IN THE AMOUNT OF $10,000, WHICH FEE
SHALL BE FULLY EARNED WHEN PAID. THE COMPANIES HEREBY AUTHORIZE THE AGENT TO
CHARGE THE COLLECTIVE LOAN ACCOUNT WITH THE AMOUNT OF SUCH FEE;
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(F)
THE AGENT SHALL HAVE RECEIVED AN ORIGINAL ASSIGNMENT AND TRANSFER
AGREEMENT, EXECUTED BY FLEET NATIONAL BANK ("FLEET"), AS ASSIGNOR, AND THE CIT
GROUP/BUSINESS CREDIT, INC. ("CIT"), AS ASSIGNEE, AND ACCEPTED BY EACH OF THE
COMPANIES, PURSUANT TO WHICH FLEET HAS ASSIGNED TO CIT 20% OF FLEET'S INTEREST
IN ALL OF THE OUTSTANDING REVOLVING LOANS AND ACQUISITION TERM LOANS;
(G)
THE AGENT SHALL HAVE RECEIVED A CERTIFICATE OF THE SECRETARY OF EACH
COMPANY, CERTIFYING: (I) THAT ATTACHED THERETO ARE TRUE AND CORRECT COPIES OF
THE ARTICLES OF INCORPORATION AND BY LAWS OF SUCH COMPANY; (II) THE NAMES,
INCUMBENCY AND SIGNATURES OF THE OFFICER(S) OF SUCH COMPANY AUTHORIZED TO SIGN
THIS AMENDMENT; (III) THE NAMES OF SUCH COMPANY'S BOARD OF DIRECTORS; (IV) THE
NAME OF EACH REGISTERED HOLDER AND BENEFICIAL OWNER OF SHARES OF SUCH COMPANY'S
CAPITAL STOCK AND THE NUMBER OF SHARES AND TYPE OF STOCK HELD OR OWNED BY EACH
SUCH PERSON; AND (V) THAT ATTACHED THERETO ARE TRUE AND CORRECT COPIES OF
RESOLUTIONS DULY ADOPTED BY SUCH COMPANY'S BOARD OF DIRECTORS AUTHORIZING SUCH
COMPANY TO ENTER INTO THIS AMENDMENT;
(H)
THE AGENT SHALL HAVE RECEIVED A GOOD STANDING CERTIFICATE FOR EACH COMPANY,
ISSUED BY THE STATE OF INCORPORATION OF SUCH COMPANY AND BY EACH JURISDICTION IN
WHICH THE COMPANY IS REQUIRED TO BE QUALIFIED TO DO BUSINESS;
(I)
ALL REPRESENTATIONS AND WARRANTIES SET FORTH IN SECTION TWO ABOVE SHALL BE
TRUE AND CORRECT IN ALL MATERIAL RESPECTS ON AND AS OF THE EFFECTIVE DATE
HEREOF, AND NO DEFAULT OR EVENT OF DEFAULT SHALL HAVE OCCURRED AND BE
CONTINUING;
(J)
THE AGENT SHALL HAVE RECEIVED A CERTIFICATE FROM EACH COMPANY, EXECUTED BY
ITS CHIEF EXECUTIVE OFFICER, CERTIFYING (I) AS TO THE TRUTH AND ACCURACY OF
PARAGRAPH (I) OF THIS SECTION THREE AND (II) THAT SUCH COMPANY IS IN COMPLIANCE
WITH ALL OF THE TERMS AND PROVISIONS SET FORTH IN THE FINANCING AGREEMENT, AS
AMENDED HEREBY;
(K)
THE AGENT SHALL HAVE RECEIVED AN OPINION OF COUNSEL TO EACH COMPANY,
ADDRESSED TO THE LENDER AND IN FORM AND SUBSTANCE SATISFACTORY TO THE AGENT AND
ITS COUNSEL;
(L)
THE AGENT SHALL HAVE RECEIVED THE RESULTS OF CURRENT UCC, TAX LIEN,
JUDGMENT, PENDING LITIGATION AND BANKRUPTCY SEARCHES, AND SUCH RESULTS SHALL BE
SATISFACTORY TO LENDER;
(M)
THE AGENT SHALL HAVE RECEIVED AND REVIEWED TO ITS SATISFACTION (I) A
COMPREHENSIVE BUSINESS PLAN FOR EACH COMPANY AND ITS SUBSIDIARIES, (II)
QUARTERLY PROJECTED BALANCE SHEETS, INCOME STATEMENTS, STATEMENTS OF CASH FLOWS
AND STOCKHOLDERS EQUITY AND AVAILABILITY FOR EACH COMPANY AND ITS SUBSIDIARIES,
EACH IN REASONABLE DETAIL, PREPARED ON A CONSOLIDATED AND CONSOLIDATING BASIS
FOR THE REMAINDER OF FISCAL YEAR 2002, (III) TWELVE (12) MONTH PROJECTED BALANCE
SHEETS, INCOME STATEMENTS, STATEMENTS OF CASH FLOWS AND STOCKHOLDERS EQUITY AND