that such representations and warranties are true and correct, stating
that each Purchaser may rely on such representations and warranties as
though the same were made to such Purchaser and acknowledging that each
Purchaser is relying on the truth and accuracy of such representations
and warranties in entering into this Fourth Amendment and consummating
the transactions contemplated herein.
(c) The Purchasers shall have received from Weinstein, Boldt,
Racine & Halfhide counsel to the Company and the Restricted Companies
(as such term is defined in the Bank Credit Agreement), an opinion
addressed to the Purchasers to the effect and in the form of opinion
attached hereto as Exhibit B.
(d) The fees and expenses incurred by the Purchasers in
connection with this Fourth Amendment, including the fees and
disbursements of counsel to the Purchasers, shall have been paid, or
the Company shall have agreed to pay such amounts within 10 days of
receipt of an invoice therefor.
(e) The Purchasers shall have received such certificates and
other evidence as they may reasonably request with respect to the due
authorization and the taking of all necessary corporate and partnership
action in connection with the execution and delivery by the Company,
Holding, L.P. and Holding, Inc. of the agreements and instruments
contemplated by this Fourth Amendment.
(f) All proceedings taken in connection with this Fourth
Amendment and all documents and papers relating thereto shall be
satisfactory to the Purchasers and their special counsel. The
Purchasers and their special counsel shall have received copies of such
documents and papers as they may reasonably request in connection
therewith, all in form and substance satisfactory to the Purchasers and
their special counsel.
5. Each party hereby represents to the other that the individuals
executing this Fourth Amendment on its behalf are the duly appointed signatories
of the respective parties to this Fourth Amendment and that they are authorized
to execute this Fourth Amendment by or on behalf of the respective party for
whom they are signing and to take any and all action required by the terms of
the Fourth Amendment.