COMPANY'S SUBSIDIARY HAVE BEEN DULY AUTHORIZED AND VALIDLY ISSUED
AND ARE FULLY PAID AND NON-ASSESSABLE AND ARE OWNED, DIRECTLY OR INDIRECTLY, BY
THE COMPANY, IN EACH CASE ISSUED, IN COMPLIANCE WITH ALL APPLICABLE STATE,
FEDERAL AND FOREIGN SECURITIES LAWS AND NOT IN VIOLATION OF OR SUBJECT TO ANY
PREEMPTIVE OR SIMILAR RIGHT THAT DOES OR WILL ENTITLE ANY PERSON, UPON THE
ISSUANCE OR SALE OF ANY SECURITY, TO ACQUIRE FROM THE COMPANY, ITS SUBSIDIARY OR
THE GUARANTOR, ANY RELEVANT SECURITY (AS DEFINED BELOW) AND FREE AND CLEAR OF
ANY LIEN, CHARGE, MORTGAGE, PLEDGE, SECURITY INTEREST, CLAIM, LIMITATION ON
VOTING RIGHTS, EQUITY, TRUST OR OTHER ENCUMBRANCE, PREFERENTIAL ARRANGEMENT,
DEFECT OR RESTRICTION OF ANY KIND WHATSOEVER (ANY "LIEN"), EXCEPT FOR ANY SUCH
SECURITY INTEREST, CLAIM, LIEN,
4
limitation on voting rights or encumbrance pursuant to the $277,700,000 Credit
Agreement dated March 31, 2000, among the Company, the Guarantor and the lenders
a party thereto (as amended, modified or supplemented as of the date of the
Preliminary Offering Memorandum, the "Credit Agreement").
(J)
EXCEPT AS DISCLOSED IN THE OFFERING
MEMORANDUM (OR, IF THE OFFERING MEMORANDUM IS NOT IN EXISTENCE, THE MOST RECENT
PRELIMINARY OFFERING MEMORANDUM), NONE OF THE COMPANY, ITS SUBSIDIARY OR THE
GUARANTOR HAVE OUTSTANDING SUBSCRIPTIONS, RIGHTS, WARRANTS, CALLS, COMMITMENTS
OF SALE OR OPTIONS TO ACQUIRE, OR ANY PREEMPTIVE RIGHTS OR OTHER RIGHTS TO
SUBSCRIBE FOR OR TO PURCHASE, OR ANY CONTRACTS OR COMMITMENTS TO ISSUE OR SELL,
OR INSTRUMENTS CONVERTIBLE INTO OR EXCHANGEABLE FOR, ANY CAPITAL STOCK OR OTHER
EQUITY INTEREST IN, THE COMPANY, ITS SUBSIDIARY OR THE GUARANTOR (ANY "RELEVANT
SECURITY").
(K)
WHEN THE INITIAL NOTES AND THE GUARANTEES
THEREOF ARE ISSUED AND DELIVERED PURSUANT TO THIS AGREEMENT, NO INITIAL NOTE OR
GUARANTEE THEREOF WILL BE OF THE SAME CLASS (WITHIN THE MEANING OF RULE 144A
UNDER THE ACT) AS SECURITIES OF THE COMPANY OR ANY GUARANTOR THAT ARE LISTED ON
A NATIONAL SECURITIES EXCHANGE REGISTERED UNDER SECTION 6 OF THE EXCHANGE ACT OR
THAT ARE QUOTED IN A UNITED STATES AUTOMATED INTER-DEALER QUOTATION SYSTEM.
(L)
EACH OF THE COMPANY AND THE GUARANTOR
HAS ALL REQUISITE CORPORATE POWER AND AUTHORITY TO EXECUTE, DELIVER AND PERFORM
ITS OBLIGATIONS UNDER THIS AGREEMENT AND EACH OF THE OTHER OFFERING DOCUMENTS TO
WHICH IT IS A PARTY AND TO CONSUMMATE THE TRANSACTIONS CONTEMPLATED HEREBY AND
THEREBY, INCLUDING, WITHOUT LIMITATION, THE CORPORATE POWER AND AUTHORITY TO
ISSUE, SELL AND DELIVER THE NOTES AND TO ISSUE AND DELIVER THE RELATED
GUARANTEES AS PROVIDED HEREIN AND THEREIN.
(M)
THE INITIAL NOTES HAVE BEEN DULY AND VALIDLY
AUTHORIZED BY THE COMPANY FOR ISSUANCE AND SALE TO THE INITIAL PURCHASERS
PURSUANT TO THIS AGREEMENT AND, WHEN DULY EXECUTED BY THE COMPANY AND
AUTHENTICATED BY THE TRUSTEE IN ACCORDANCE WITH THE PROVISIONS OF THE INDENTURE
AND UPON DELIVERY TO THE INITIAL PURCHASERS AGAINST PAYMENT THEREFOR IN
ACCORDANCE WITH THE TERMS OF THIS AGREEMENT, WILL BE VALIDLY, ISSUED AND
DELIVERED AND WILL CONSTITUTE VALID AND LEGALLY BINDING OBLIGATIONS OF THE
COMPANY, ENTITLED TO THE BENEFITS OF THE INDENTURE AND ENFORCEABLE