<PAGE>
 
     3.  Representations and Warranties of the Buyer.  The Buyer represents and
warrants to the Seller as follows:

     (a) The Buyer is a corporation validly existing and in good standing under
the laws of the State of Delaware and has all the requisite corporate power and
authority to execute and deliver this Agreement and the Note and to carry out
all of the terms and provisions hereof and thereof to be carried out by it.

     (b) The execution, delivery and performance of this Agreement and the Note
by the Buyer have been duly authorized by all necessary corporate action.  This
Agreement and the Note each has been duly executed and delivered by the Buyer
and constitutes the valid and binding obligation of the Buyer enforceable in
accordance with its terms, except to the extent the enforceability of the Note
may be limited by applicable bankruptcy, insolvency, reorganization, fraudulent
conveyance or other law relating to or affecting the enforcement of creditors'
rights generally.

     (c) Neither the execution and delivery of this Agreement or the Note by the
Buyer nor the consummation of the transaction contemplated hereby or thereby in
accordance with the terms hereof or thereof (i) will conflict with, result in a
breach of, or constitute a default under, the certificate of incorporation of
bylaws of the Buyer or any indenture, mortgage, lease or other agreement to
which the Buyer is a party or to which it or any of its properties may be
subject, or (ii) will result in a violation of any order, writ, injunction,
decree or award of any court or governmental authority to which the Buyer or any
of its properties may be subject.  No action, suit or proceeding is pending or,
to the knowledge of the Buyer, threatened against or affecting the Buyer that
would prohibit or restrain the consummation of the transaction contemplated
hereby or that challenges or questions the validity of the transactions
contemplated hereunder.

     (d) The waiting period under the Hart-Scott-Rodino Antitrust Improvements
Act applicable to the purchase of the Shares by the Buyer has expired or been
terminated.

     (e) The Buyer understands that the Seller is considered an "affiliate"
under the federal securities laws and the Shares have not been registered under
the Securities Act of 1933, as amended (the "Securities Act") and, as a result,
the Shares have been sold to Buyer pursuant to an exemption from, or in a
transaction not subject to, the registration requirements of the Securities Act.

     (f) The Shares may not be offered or sold by the Buyer, except pursuant to

                                       3