<PAGE>   1
                                                                    EXHIBIT 4.15

                                                                       EXECUTION

                           AMERICAN RESTAURANT GROUP

                       LIMITED WAIVER AND NINTH AMENDMENT
                    TO AMENDED AND RESTATED CREDIT AGREEMENT

         THIS LIMITED WAIVER AND NINTH AMENDMENT TO AMENDED AND RESTATED CREDIT
AGREEMENT (this "AMENDMENT") is dated as of February 27, 1997, and entered into
by and among AMERICAN RESTAURANT GROUP, INC., a Delaware corporation
("COMPANY"), the Subsidiaries of Company listed on the signature pages hereof
(the "WORKING CAPITAL BORROWERS"), the financial institutions listed on the
signature pages hereof ("LENDERS") and BANKERS TRUST COMPANY, as agent for
Lenders ("AGENT"), and, for purposes of Section 4 hereof, Local Favorite, Inc.,
a California corporation, and is made with reference to that certain Amended
and Restated Credit Agreement, dated as of December 13, 1993, as amended by
that certain Limited Waiver and First Amendment to Amended and Restated Credit
Agreement dated as of March 23, 1994, that certain Second Amendment to Amended
and Restated Credit Agreement dated as of May 10, 1994, that certain Limited
Waiver and Third Amendment to Amended and Restated Credit Agreement dated as of
March 17, 1995, that certain Limited Waiver and Fourth Amendment to Amended and
Restated Credit Agreement dated as of November 1, 1995, that certain Limited
Waiver and Fifth Amendment to Amended and Restated Credit Agreement dated as of
February 27, 1996, that certain Limited Waiver and Sixth Amendment to Amended
and Restated Credit Agreement dated as of August 26, 1996, that certain Limited
Waiver and Seventh Amendment to Amended and Restated Credit Agreement dated as
of September 10, 1996 and that certain Eighth Amendment to Amended and Restated
Credit Agreement dated as of February 25, 1997 (the "CREDIT AGREEMENT"), by and
among Company, the Working Capital Borrowers, Lenders and Agent.  Capitalized
terms used herein without definition shall have the same meanings herein as set
forth in the Credit Agreement.

                                    RECITALS

         WHEREAS, Borrowers have requested Lenders to extend the maturity date
of the Facility Letter of Credit Commitments from April 15, 1997 to July 31,
1997, and Lenders have agreed to make such extensions subject to the terms and
conditions set forth herein;

         WHEREAS, Company is entering into supplemental indentures amending
certain terms of the Exchange Note Indenture and the New Senior Note Indenture
concurrently with entering into this Amendment, which amendments require the
consent of Agent and Requisite Lenders;

         WHEREAS, Borrowers have further requested Lenders to amend certain
covenants in the Credit Agreement and Lenders have agreed to such amendments;
and
<PAGE>   2
         WHEREAS, Borrowers have further requested Lenders to waive compliance
with certain covenants in the Credit Agreement and Lenders have agreed to such
waivers;

         NOW, THEREFORE, in consideration of the premises and the agreements,
provisions and covenants herein contained, the parties hereto agree as follows:

                                   SECTION 1.
                                 LIMITED WAIVER

         1.1     WAIVER.  Subject to the terms and conditions set forth herein
and in reliance on the representations and warranties of each Loan Party herein
contained, Lenders hereby waive compliance by the Company and its Subsidiaries
with the provisions of (a) subsection 6.6A of the Credit Agreement to the
extent and only to the extent Consolidated EBITDA for the four consecutive
Fiscal Quarters ended December 30, 1996 was a minimum of $28,000,000 rather
than the minimum of $33,000,000 required by subsection 6.6A and (b) subsection
5.20 of the Credit Agreement to the extent and only to the extent the Net Cash
Proceeds received by the Company from Asset Sales in addition to the Asset Sale
contemplated by subsection 5.19 were an aggregate of $15,000,000 as of December
31, 1996 rather than $25,000,000 as required by subsection 5.20.

         1.2     LIMITATION OF WAIVER.  Without limiting the generality of the
provisions of subsection 9.7 of the Credit Agreement, the waiver set forth
above shall be limited precisely as written and relates solely to the
noncompliance by Company and its Subsidiaries with the provisions of
subsections 6.6A and 5.20 of the Credit Agreement in the manner and to the
extent described above, and nothing in this Section 1 shall be deemed to:

                 (a)      constitute a waiver of compliance by Company or any
         of its Subsidiaries with respect to subsections (i) 6.6A and 5.20 of
         the Credit Agreement in any other instance or (ii) any other term,
         provision or condition of the Credit Agreement or any other instrument
         or agreement referred to therein; or

                 (b)      prejudice any right or remedy that Agent or any
         Lender may now have (except to the extent such right or remedy was
         based on existing defaults that will not exist after giving effect to
         the waiver provided in this Section 1) or may have in the future under
         or in connection with the Credit Agreement or any other instrument or
         agreement referred to therein.

                 Except as expressly set forth herein, the terms, provisions
         and conditions of the Credit Agreement and the other Loan Documents
         shall remain in full force and effect and in all other respects are
         hereby ratified and confirmed.





                                       2
<PAGE>   3
                                   SECTION 2.
                       AMENDMENTS TO THE CREDIT AGREEMENT

2.1      AMENDMENTS TO SECTION 1.1:  DEFINITIONS.

         Subsection 1.1 of the Credit Agreement is hereby amended by adding the
following definitions, which shall be inserted in proper alphabetical order:

                          " `NINTH AMENDMENT' means the Limited Waiver and
Ninth Amendment to this Agreement, dated as of February 27, 1997.

                          `NINTH AMENDMENT EFFECTIVE DATE' means the date, on
                 or before February 27, 1997, upon which all of the conditions
                 set forth in Section 6 of the Ninth Amendment shall have been
                 satisfied or waived.  "

2.2      AMENDMENT TO SUBSECTION 2.4: FEES.

         Subsection 2.4 of the Credit Agreement is hereby amended to read in
its entirety as follows:

                 "Borrowers jointly and severally agree to pay to Agent for
         distribution to each Facility L/C Lender in proportion to that
         Facility L/C Lender's Pro Rata Share of the Facility Letter of Credit
         Commitments, an amendment fee for the period from and including April
         1, 1997 to and excluding July 31, 1997 equal to the amount of the
         Facility Letter of Credit Commitments as of the Ninth Amendment
         Effective Date multiplied by one percent per annum (calculated on the
         basis of a 360-day year), such amendment fee to be due and payable on
         the Eighth Amendment Effective Date."

2.3      AMENDMENT TO SUBSECTION 2.10: FACILITY LETTERS OF CREDIT.

         Subsection 2.10A of the Credit Agreement is hereby amended by deleting
all references to "April 15, 1997" contained therein and substituting "July 31,
1997" therefor.

2.4      AMENDMENT TO SUBSECTION 2.11:  LETTERS OF CREDIT GENERALLY.

         Subsection 2.11A(2) of the Credit Agreement is hereby amended to read
in its entirety as follows:

                          "(2) a commission equal to 3.5% per annum of the
                 maximum amount available from time to time to be drawn under
                 such Letter of Credit, payable in arrears on and to (but not
                 including) each February 28, May 31, August 31 and November 30
                 of each year, commencing on August 31, 1996 to but not
                 including the date of termination of the Facility Letter of
                 Credit Commitments;"





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<PAGE>   4
2.5      AMENDMENT TO SUBSECTION 6.1:  INDEBTEDNESS.

         Subsection 6.1 of the Credit Agreement is amended by deleting the
reference to "March 31, 1997" in clause (ix) thereof and substituting "July 31,
1997" therefor.

2.6      AMENDMENT TO SUBSECTION 5.1:  FINANCIAL STATEMENTS AND OTHER REPORTS.

         Subsection 5.1 of the Credit Agreement is hereby amended by deleting
the "and" at the end of paragraph (xv) thereof; deleting the period at the end
of paragraph (xvi) thereof and substituting "; and" therefor; and adding the
following two paragraphs at the end thereof:

               " (xvii)   Company shall deliver to Agent no later than June 30,
         1997, an Officers' Certificate setting forth in reasonable detail the
         calculation of Consolidated EBITDA for the twelve consecutive calendar
         month period ended May 31, 1997; and

                 (xviii)  upon request of Agent or any Lender, Company shall
         deliver to Agent or such Lender a report in reasonable detail
         regarding the status of Company's efforts to sell all or substantially
         all of the assets constituting its Black Angus division (or the
         Capital Stock of its Subsidiaries holding such assets)."

2.7      AMENDMENTS TO SUBSECTION 6.6: FINANCIAL COVENANTS.

         Subsection 6.6 of the Credit Agreement is hereby amended as follows:

                 Subsection 6.6A is hereby amended to read in its entirety as
follows:

                          "(i)     Company and its Subsidiaries shall not
                 permit Consolidated EBITDA as of May 31, 1997 for the
                 consecutive twelve calendar month period ending as of such
                 date to be less than $34,000,000.

                          (ii)    Company and its Subsidiaries shall not permit
                 Consolidated EBITDA as of June 30, 1997 (a) for the four
                 consecutive Fiscal Quarter period ended as of such date to be
                 less than $35,000,000 or (b) for the two consecutive Fiscal
                 Quarter period ended as of such date to be less than
                 $13,000,000."

                                   SECTION 3.
                         REPRESENTATIONS AND WARRANTIES

         In order to induce Lenders to enter into this Amendment and to amend
the Credit Agreement in the manner provided herein, each Loan Party represents
and warrants to each Lender that the following statements are true, correct and
complete:





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<PAGE>   5
3.1      CORPORATE POWER AND AUTHORITY.

         Each Loan Party has all requisite corporate power and authority to
enter into this Amendment and to carry out the transactions contemplated by,
and perform its obligations under, the Credit Agreement as amended by this
Amendment (the "AMENDED AGREEMENT").

3.2      AUTHORIZATION OF AGREEMENTS.

         The execution and delivery of this Amendment and the performance of
the Amended Agreement have been duly authorized by all necessary corporate
action on the part of each Loan Party.

3.3      NO CONFLICT.

         The execution and delivery by each Loan Party of this Amendment and
the performance by each Loan Party of the Amended Agreement do not and will not
(a) violate any provision of any law or any governmental rule or regulation
applicable to any Loan Party, the Certificate or Articles of Incorporation or
Bylaws of any Loan Party or any order, judgment or decree of any court or other
agency of government binding on any Loan Party, (b) conflict with, result in a
breach of or constitute (with due notice or lapse of time or both) a default
under any Contractual Obligation of any Loan Party, except for conflicts,
breaches or defaults which would not singly or in the aggregate have a Material
Adverse Effect, (c) result in or require the creation or imposition of any Lien
upon any of the properties or assets of any Loan Party (other than any Liens in
favor of Collateral Agent for the benefit of Lenders and the Senior Note
Holders), or (d) require any approval of stockholders or any approval or
consent of any Person under any Contractual Obligation of any Loan Party,
except for such approvals or consents which have been obtained on or before the
Ninth Amendment Effective Date (as hereinafter defined in Section 6) or the
absence of which would not singly or in the aggregate have a Material Adverse
Effect.

3.4      GOVERNMENTAL CONSENTS.

         The execution, delivery and performance by each Loan Party of this
Amendment and the Amended Agreement do not and will not require any
registration with, consent or approval of, or notice to, or action to, with or
by, any Federal, state or other governmental authority or regulatory body,
other than registrations, consents, approvals, notices and actions that have
been taken or obtained prior to the Ninth Amendment Effective Date or the
absence of which would not have a Material Adverse Effect.

3.5      BINDING OBLIGATION.

         This Amendment and the Amended Agreement have been duly executed and
delivered by each Loan Party which is a party thereto and are the legally valid
and binding obligations of each such Loan Party, enforceable against each such
Loan Party in accordance with their respective





                                       5
<PAGE>   6
terms, except as may be limited by bankruptcy, insolvency, reorganization,
moratorium or similar laws relating to or limiting creditors' rights generally
or by equitable principles relating to enforceability.

3.6      INCORPORATION OF REPRESENTATIONS AND WARRANTIES.

         The representations and warranties contained in Section 4 of the
Credit Agreement and in each of the Collateral Documents are and will be true,
correct and complete in all material respects on and as of the Ninth Amendment
Effective Date to the same extent as though made on and as of that date, except
to the extent such representations and warranties specifically relate to an
earlier date, in which case they were true, correct and complete in all
material respects on and as of such earlier date.

3.7      ABSENCE OF DEFAULT.

         As of the Ninth Amendment Effective Date, after giving effect to this
Amendment, no event has occurred and is continuing or will result from the
consummation of the transactions contemplated by this Amendment that would
constitute an Event of Default or a Potential Event of Default.

                                   SECTION 4.
                          ACKNOWLEDGEMENT AND CONSENT

         Company is a party to the Company Guaranty pursuant to which Company
has guarantied certain Obligations under the Credit Agreement.  Each Subsidiary
of Company is a party to the Subsidiary Guaranty Agreement pursuant to which
each such Subsidiary has guarantied certain Obligations under the Credit
Agreement.  Each of the Loan Parties is a party to certain Collateral Documents
pursuant to which the Loan Parties have granted Liens on certain Collateral to
the Collateral Agent, for the benefit of Lenders and the Senior Note Holders.
The Company Guaranty, the Subsidiary Guaranty Agreement and the Collateral
Documents are collectively referred to herein as the "CREDIT SUPPORT
DOCUMENTS".

         Each Loan Party hereby acknowledges that it has reviewed the terms and
provisions of the Credit Agreement and this Amendment and consents to the
amendment of the Credit Agreement effected pursuant to this Amendment.  Each
Loan Party hereby confirms that each Credit Support Document to which it is a
party or otherwise bound and all Collateral encumbered thereby will continue to
guaranty or secure, as the case may be, to the fullest extent possible the
payment and performance of all "GUARANTIED OBLIGATIONS" and "SECURED
OBLIGATIONS", as the case may be (in each case as such terms are defined in the
applicable Credit Support Document), including without limitation the payment
and performance of all such "GUARANTIED OBLIGATIONS" or "SECURED
OBLIGATIONS", as the case may be, in respect of the Obligations now or
hereafter existing under or in respect of the Amended Agreement.





                                       6
<PAGE>   7
         Each Loan Party acknowledges and agrees that any of the Credit Support
Documents to which it is a party or otherwise bound shall continue in full
force and effect and that all of its obligations thereunder shall be valid and
enforceable and shall not be impaired or limited by the execution or
effectiveness of this Amendment.  Each Loan Party represents and warrants that
all representations and warranties contained in the Amended Agreement and the
Credit Support Documents to which it is a party or otherwise bound are true,
correct and complete in all material respects on and as of the Ninth Amendment
Effective Date to the same extent as though made on and as of that date, except
to the extent such representations and warranties specifically relate to an
earlier date, in which case they were true, correct and complete in all
material respects on and as of such earlier date.

         Each Loan Party (other than Borrowers) acknowledges and agrees that
(a) notwithstanding the conditions to effectiveness set forth in this
Amendment, such Loan Party is not required by the terms of the Credit Agreement
or any other Loan Document to consent to the amendments to the Credit Agreement
effected pursuant to this Amendment and (b) nothing in the Credit Agreement,
this Amendment or any other Loan Document shall be deemed to require the
consent of such Loan Party to any future amendments to the Credit Agreement.

                                   SECTION 5.
                       AGENT AND REQUISITE LENDER CONSENT

         Agent and Requisite Lenders hereby consent to the Company entering
into the Fourth Supplemental Indenture to the Exchange Note Indenture and the
Second Supplemental Indenture to the New Senior Note Indenture to the extent
such Supplemental Indentures are in the forms attached hereto as Exhibit A and
Exhibit B (the "1997 SUPPLEMENTAL INDENTURES").

                                   SECTION 6.
                          CONDITIONS TO EFFECTIVENESS

         This Amendment shall become effective only upon the satisfaction of
all of the following conditions precedent (the date of satisfaction of such
conditions being referred to herein as the "NINTH AMENDMENT EFFECTIVE DATE"):

6.1      DOCUMENTS.

         On or before the Ninth Amendment Effective Date, Loan Parties shall
deliver to Agent for Lenders (with sufficient originally executed copies, where
appropriate, for each Lender) the following, each, unless otherwise noted,
dated the Ninth Amendment Effective Date:

                 (a)      Resolutions of its Board of Directors approving and
         authorizing the execution, delivery and performance of this Amendment,
         certified as of the Ninth





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<PAGE>   8
         Amendment Effective Date by its corporate secretary or an assistant
         secretary as being in full force and effect without modification or
         amendment; and

                 (b)      Originally executed copies of this Amendment, duly
executed and delivered by each of the parties hereto.

6.2      OPINIONS.

         Lenders shall have received originally executed copies of one or more
favorable written opinions of (a) Simpson Thacher & Bartlett, counsel for Loan
Parties, and (b) the general counsel of Company, each in form and substance
satisfactory to Agent and its counsel, dated as of the Ninth Amendment
Effective Date, and setting forth substantially the matters and the opinions
designated in Exhibit C and Exhibit D, respectively, hereto and as to such
other matters as Agent may reasonably request.

6.3      1997 SUPPLEMENTAL INDENTURES.

         Lenders shall have received (a) executed copies of each of the 1997
Supplemental Indentures which shall be in the forms of Exhibits A and B, (b)
all necessary consents to the 1997 Supplemental Indentures shall have been
obtained, (c) the 1997 Supplemental Indentures shall be in full force and
effect as of the Ninth Amendment Effective Date and (d) Lenders shall have
received an Officer's Certificate of Company certifying as to the matters set
forth in clauses (a), (b) and (c).

6.4      FEES AND EXPENSES.

         Lenders shall have received all accrued and unpaid fees payable under
subsection 2.4 as of the Ninth Amendment Effective Date and all fees and
expenses incurred and payable pursuant to subsection 9.3 of the Credit
Agreement as of the Ninth Amendment Effective Date (including fees and expenses
of counsel to Agent).

                                   SECTION 7.
                                 MISCELLANEOUS

7.1  REFERENCE TO AND EFFECT ON THE CREDIT AGREEMENT AND THE OTHER LOAN
DOCUMENTS.

                 (a)      On and after the Ninth Amendment Effective Date, each
         reference in the Credit Agreement to "this Agreement", "hereunder",
         "hereof", "herein" or words of like import referring to the Credit
         Agreement, and each reference in the other Loan Documents to the
         "Credit Agreement", "thereunder", "thereof" or words of like import
         referring to the Credit Agreement shall mean and be a reference to the
         Amended Agreement.





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<PAGE>   9
                 (b)      Except as specifically amended by this Amendment, the
         Credit Agreement and the other Loan Documents shall remain in full
         force and effect and are hereby ratified and confirmed.

                 (c)      The execution, delivery and performance of this
         Amendment shall not, except as expressly provided herein, constitute a
         waiver of any provision of, or operate as a waiver of any right, power
         or remedy of Agent, the Collateral Agent or any Lender under, the
         Credit Agreement or any of the other Loan Documents.

7.2      FEES AND EXPENSES.

         Company acknowledges that all reasonable costs, fees and expenses as
described in subsection 9.3 of the Credit Agreement incurred by Agent and its
counsel with respect to this Amendment and the documents and transactions
contemplated hereby shall be for the account of Company.

7.3      HEADINGS.

         Section and subsection headings in this Amendment are included herein
for convenience of reference only and shall not constitute a part of this
Amendment for any other purpose or be given any substantive effect.

7.4      APPLICABLE LAW.

         THIS AMENDMENT SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND
ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK
(INCLUDING WITHOUT LIMITATION SECTION 5.1401 OF THE GENERAL OBLIGATIONS LAW OF
THE STATE OF NEW YORK), WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES.

7.5      COUNTERPARTS.

         This Amendment may be executed in any number of counterparts and by
different parties hereto in separate counterparts, each of which when so
executed and delivered shall be deemed an original, but all such counterparts
together shall constitute but one and the same instrument; signature pages may
be detached from multiple separate counterparts and attached to a single
counterpart so that all signature pages are physically attached to the same
document.

                 [Remainder of page intentionally left blank.]





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<PAGE>   10
         IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be duly executed and delivered by their respective officers thereunto duly
authorized as of the date first written above.


                                  AMERICAN RESTAURANT GROUP, INC.,
                                  a Delaware corporation
                                  ARG ENTERPRISES, INC.,
                                  a California corporation
                                  SPECTRUM FOODS, INC.,
                                  a California corporation
                                  SPOONS RESTAURANTS, INC.,
                                  a Texas corporation
                                  ARG PROPERTY MANAGEMENT
                                    CORPORATION,
                                  a California corporation
                                  GRANDY'S, INC.,
                                  a California corporation


                                  By:      /s/  WILLIAM J. McCAFFREY, JR.
                                           ----------------------------------
                                           William J. McCaffrey, Jr.
                                           Vice President and
                                           Chief Financial Officer
                                           of each of the foregoing



                                  FOR PURPOSES OF SECTION 4 ONLY:

                                  LOCAL FAVORITE, INC.,
                                  a California corporation


                                  By:      /s/  WILLIAM J. McCAFFREY, JR.
                                           ----------------------------------
                                           William J. McCaffrey, Jr.
                                           Vice President and
                                           Chief Financial Officer




                                      S-1
<PAGE>   11
                                  BANKERS TRUST COMPANY,
                                  individually, as Agent and a Lender


                                  By:      /s/  MARY JO JOLLY
                                           ----------------------------------
                                           Name:  Mary Jo Jolly
                                           Title: Assistant Vice President



                                  BANQUE NATIONALE DE PARIS,
                                  as a Lender


                                  By:      /s/  C. BETTLES
                                           ----------------------------------
                                           Name:  C. Bettles
                                           Title: Sr. V.P. & Manager


                                  By:      /s/  ROBERT NICKEL
                                           ----------------------------------
                                           Name:  R. Nickel
                                           Title: A.V.P.



                                  BANQUE PARIBAS,
                                  as a Lender


                                  By:      /s/  EDWARD V. CANALE
                                           ----------------------------------
                                           Name:  Edward V. Canale
                                           Title: Senior Vice President


                                  By:      /s/  ALBERT A. YOUNG, JR.
                                           ----------------------------------
                                           Name:  Albert A. Young, Jr.
                                           Title: Vice President



                                      S-2
<PAGE>   12

                                  SWISS BANK CORPORATION
                                  CAYMAN ISLANDS BRANCH,
                                  as a Lender


                                  By:      /s/  LESLIE A. PAINE
                                           ----------------------------------
                                           Name:  Leslie A. Paine
                                           Title: Attorney-In-Fact


                                  By:      /s/  JIM CULLINANE
                                           ----------------------------------
                                           Name:  Jim Cullinane
                                           Title: Attorney-In-Fact



                                  DRESDNER BANK AG,
                                  as a Lender


                                  By:      /s/  THOMAS J. NADRAMIA
                                           ----------------------------------
                                           Name:  Thomas J. Nadramia
                                           Title: Vice President


                                  By:      /s/  CHRISTOPHER E. SARISKY
                                           ----------------------------------
                                           Name:  Christopher E. Sarisky
                                           Title: Assistant Treasurer



                                      S-3
<PAGE>   13
                                   EXHIBIT A


                    FORM OF FOURTH SUPPLEMENTAL INDENTURE TO
                            EXCHANGE NOTE INDENTURE





                                      A-1
<PAGE>   14
                                   EXHIBIT B


                    FORM OF SECOND SUPPLEMENTAL INDENTURE TO
                           NEW SENIOR NOTE INDENTURE





                                      B-1
<PAGE>   15
                                   EXHIBIT C


              Opinions to be Given by Simpson Thatcher & Bartlett

         All terms used herein without definition shall have the meanings given
such terms in the Credit Agreement, as amended.

         1.      The Company is validly existing and in good standing as a
                 corporation under the laws of the jurisdiction of its
                 incorporation.

         2.      The Company has the corporate power and authority to execute
and deliver the Limited Waiver and Ninth Amendment to Amended and Restated
Credit Agreement (the "AMENDMENT"), the Fourth Supplemental Indenture to the
Exchange Note Indenture and the Second Supplemental Indenture to the New Senior
Note Indenture (all of the foregoing collectively referred to as the
"AMENDMENTS") and to perform its obligations thereunder.  The Company has taken
all necessary corporate action to authorize the execution, delivery and
performance by it of the Amendments.  The Company has duly executed and
delivered the Amendments.  Each of the Amendments constitutes the valid and
legally binding obligation of each Loan Party, party thereto, enforceable
against such Loan Party in accordance with its terms.

         3.      Neither the execution nor the delivery by any Loan Party of
the Amendments nor the performance of its obligations thereunder, nor the
consummation of the transactions contemplated thereby, will (a) contravene any
applicable provision of any law, statute, rule or regulation (including,
without limitation, regulations G, T, U and X of the Board of Governors of the
Federal Reserve System of the United States of America or the State of New
York, or of any governmental or regulatory body thereof, or any applicable
provision of the General Corporation Law of the State of Delaware or, to the
best of our knowledge, any order, writ, injunction or decree of any United
States Federal or New York State court binding on such Loan Party or any of its
assets; (b) result in any breach, or constitute a default under, any of the
terms, covenants, conditions or provisions of the Senior Debt Documents, the
Subordinated Loan Documents or any other agreement, contract or instrument
certified by the Company to us as being material to which the Company is a
party or by which any of its property or assets are bound (collectively, the
"SPECIFIED AGREEMENTS"); (c) result in the creation or imposition of (or the
obligation to create or impose) any Lien upon any of the property or assets of
any Loan Party pursuant to the terms of any Specified Agreement other than
those in favor of the Collateral Agent; or (d) violate any provision of the
Certificate of Incorporation or Bylaws of the Company.

         4.      No order, consent, approval, license, authorization or
validation, or filing, recording, declaration or registration with, or
authorization or exemption by, any governmental or regulatory authority
pursuant to any law or regulation of the United States of America or the State
of New York or pursuant to the General Corporation Law of the State of Delaware
is





                                      C-1
<PAGE>   16
required to be obtained or made by any Loan Party in connection with (a) the
execution and delivery by each Loan Party of the Amendments to which it is
party or (b) the performance by each Loan Party of the obligations to be
performed by it on or prior to the Ninth Amendment Effective Date pursuant to
the Amendments to which it is a party.

         5.      To our knowledge, there does not exist any judgment, order,
injunction or other restraint of any United States Federal or New York State
court issued or filed binding on any Loan Party or any hearing seeking
injunctive relief with respect to any Loan Party or any other restraint
pending, noticed or threatened with respect to any Loan Party (a) with respect
to the making or maintenance of the Loans by the Lenders or the performance by
the Loan Parties of their obligations under the Amendments or Loan Documents or
(b) that could reasonably be expected to have a Material Adverse Effect.





                                      C-2
<PAGE>   17
                                   EXHIBIT D


             Opinions to be Given by the General Counsel to Company

         All capitalized terms used herein without definition shall have the
meanings given such terms in the Credit Agreement, as amended.

         1.      Each of the Loan Parties has been duly incorporated and is
validly existing and in good standing as a corporation under the laws of the
state of its incorporation.  Each Loan Party has the corporate power and
authority to own and operate its properties and assets and to transact the
business in which it is engaged and currently proposes to engage.  Each Loan
Party is duly qualified to do business and is in good standing as a foreign
corporation in each jurisdiction in which the character of the properties or
assets owned or leased by such Loan Party or the nature of the business
conducted by such Loan Party makes such qualification necessary, except for
such jurisdictions where, in the aggregate, the failure to so qualify could not
reasonably be expected to have a Material Adverse Effect.

         2.      Each Loan Party has the corporate power and authority to
execute and deliver the Limited Waiver and Ninth Amendment to Amended and
Restated Credit Agreement (the "AMENDMENT") and to perform its obligations
thereunder.  Each Loan Party has taken all necessary corporate action to
authorize the execution, delivery and performance by it of the Amendment.  Each
Loan Party has duly executed and delivered the Amendment.

         3.      Neither the execution nor the delivery by any Loan Party of
the Amendment or by the Company of the 1997 Supplemental Indentures (as defined
in the Amendment) nor the consummation of the transactions contemplated
thereby, will (a) contravene any applicable provision of any law, statute, rule
or regulation of the state of California, or any governmental or regulatory
body thereof, or, to the best of my knowledge, any order, writ, injunction or
decree of any California State court binding on such Loan Party or any of its
assets; (b) conflict with, or result in any breach of, or constitute a default
under, any of the terms, covenants, conditions or provisions of the Senior Debt
Documents, the Subordinated Loan Documents or, to my knowledge, any other
indenture, mortgage, deed of trust, loan agreement, or any other material
agreement, contract or instrument to which any Loan Party is a party or by
which any of its property or assets are bound (collectively, the "SPECIFIED
AGREEMENTS"); (c) result in the creation or imposition of (or the obligation to
create or impose) any Lien upon any of the properties or assets of any Loan
Party pursuant to the terms of any Specified Agreement other than those in
favor of the Collateral Agent; or (d) violate any provision of the Certificate
or Articles of Incorporation or Bylaws of any Loan Party.





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<PAGE>   18
         4.      No order, consent, approval or license or validation of,
authorization or exemption by, or registration, declaration, recording or
filing with, any governmental or regulatory authority pursuant to any law or
regulation of the State of California is required to be obtained or made by any
Loan Party in connection with (a) the execution and delivery by each Loan Party
of the Amendment or the execution and delivery by the Company of the 1997
Supplemental Indentures or (b) the performance by each Loan Party of the
obligations to be performed by it on or prior to the Ninth Amendment Effective
Date pursuant to the Amendment and the 1997 Supplemental Indentures.

         5.      To the best of my knowledge, there does not exist any
judgment, order, injunction or other restraint of any California State court
issued or filed binding on any Loan Party or any hearing seeking injunctive
relief with respect to any Loan Party or other restraint pending, noticed or
threatened with respect to any Loan Party (a) with respect to the making or
maintenance of any of the Loans by the Lenders or the performance by the Loan
Parties of their obligations under the Amendment or other Loan Documents or the
1997 Supplemental Indentures or (b) that could reasonably be expected to have
a Material Adverse Effect.





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