Closing Date and addressed to the Purchasers from such other counsel authorizing
the Purchasers to rely thereon.
4B. REPRESENTATIONS AND WARRANTIES; NO DEFAULT. The
representations and warranties of the Company contained in this Agreement and
those otherwise made in writing by or on behalf of the Company in connection
with the transactions contemplated by this Agreement and the Other Agreements
shall be true and correct in all material respects as of the time made and at
the time of the Closing as if made again on and as of the Closing Date. There
shall exist at the time of the Closing and after giving effect to the
transactions contemplated hereby no Default or Event of Default.
4C. OTHER AGREEMENTS. The Purchasers shall have received a
fully executed counterpart of (i) the Shareholders' Agreement, dated as of April
2, 1992, as amended, substantially in the form of EXHIBIT E (the "Shareholders'
Agreement") and, (ii) the Registration Agreement, dated as of April 2, 1992, as
amended, substantially in the form of EXHIBIT F (the "Registration Agreement")
and at the time of the Closing, both of the Shareholders' Agreement and the
Registration Agreement shall be in full force and effect and no term or
condition thereof shall have been amended, modified or waived.
4D. PURCHASE AND LOAN PERMITTED BY APPLICABLE LAWS. The
purchase of and payment for the Preferred Stock shall not violate any applicable
law or governmental regulation (including, without limitation, section 5 of the
Securities Act or Regulation G, T or X of the Board of Governors of the Federal
Reserve System) and shall not subject the Purchasers to any tax, penalty,
liability or other onerous condition under or pursuant to any applicable law or
governmental regulation or order. The issuance, offering and sale of the
Preferred Stock under this Agreement shall have complied with all applicable
requirements of federal and state securities laws. The Purchasers shall have
received such certificates or other evidence as they may request to establish
compliance with the conditions set forth in this paragraph 4D.
4E. NO ADVERSE LEGISLATION, ACTION OR DECISION. No
legislation, order, rule, ruling or regulation shall have been enacted or made
by or on behalf of any federal, state or local governmental body, department or
agency of the United States, nor shall have any legislation with an effective
date on or prior to the date hereof been proposed in any federal, state or local
governmental body, department or agency of the United States, nor shall any
decision of any court of competent jurisdiction within the United States have
been rendered which, in the Purchasers' reasonable judgment, would materially
and adversely affect the Preferred Stock as an investment or the business,
condition (financial or other, assets, properties, operations or prospects of
the Company or its Subsidiaries. There shall be no action, suit, investigation
or proceeding pending or, to the best of the Purchasers' or the Company's
knowledge, threatened, against or affecting the Purchasers, the Company, any of
the Purchasers' or the Company's properties or rights, or any of the Purchasers'
or the Company's Affiliates, officers or directors, before any court, arbitrator
or administrative or governmental body which (i) seeks to restrain, enjoin,
prevent the consummation of or otherwise affect the transactions contemplated by
this Agreement and the