Common use of Business Financial Statements Clause in Contracts

Business Financial Statements. The Company has delivered to the Purchasers complete and correct copies of the audited consolidated balance sheets of the Company and its Subsidiaries as of December 31, 1998 and December 31, 1997, and the related audited supplemental consolidated statements of operations, stockholders' equity and cash flows of the Company and its Subsidiaries for the years ended December 31, 1998, 1997 and 1996. Such audited financial statements are hereinafter referred to as the "Financial Statements." The Financial Statements are accompanied by the report of Ernst & Young LLP, which state that the Financial Statements have been prepared in accordance with GAAP consistently applied throughout the periods involved (except as otherwise specified therein) and present fairly the financial position of the corporations to which they relate as of the respective dates specified and the results of their operations and changes in financial position for the respective periods specified, and that the audit by such accountants of the Financial Statements has been made in accordance with generally accepted auditing standards. The Company has also delivered to the Purchasers complete and correct copies of the unaudited consolidated balance sheet of the Company and its Subsidiaries as of March 31, 1999, and the related unaudited consolidated statement of operations, stockholders' equity and cash flows of the Company and its Subsidiaries for the three month period ended on such date. Such unaudited financial statements are hereinafter referred to as the "Unaudited Statements." The Unaudited Statements have been prepared in accordance with GAAP consistently applied throughout the periods involved (except as otherwise specified therein) and present fairly the financial position of the Company and its Subsidiaries as of the respective dates specified, and the results of their operations and changes in cash flows for the respective periods specified. As of the date of this Agreement, the Purchasers are not aware that this representation is incorrect in any material respect.

Business Financial Statements. The Company has delivered to the Purchasers complete and correct copies of the audited consolidated balance sheets of the Company and its Subsidiaries as of December 31, 1998 1999 and December 31, 19971998, and the related audited supplemental consolidated statements of operationsincome, stockholders' equity and cash flows of the Company and its Subsidiaries for the years ended December 31, 1999 and 1998, 1997 and 1996. Such audited financial statements are hereinafter referred to as the "Financial Statements." The Financial Statements are accompanied by the report of Ernst & Young LLPArthxx Xxxexxxx XXX, which state states that the Financial Statements have been prepared present fairly, in accordance with GAAP consistently applied throughout all material respects, the periods involved (except as otherwise specified therein) and present fairly the consolidated financial position of the corporations to which they relate Company and its Subsidiaries as of the respective dates specified December 31, 1999 and 1998, and the results of their operations and changes in financial position their cash flows for the respective periods specifiedyears ended December 31, 1999 and 1998 in conformity with GAAP, and that the audit by such accountants of the Financial Statements has been made in accordance with generally accepted auditing standards. The Company has also delivered to the Purchasers complete and correct copies of the unaudited consolidated balance sheet of the Company and its Subsidiaries as of March 31, 19992000, and the related unaudited consolidated statement of operationsincome, stockholders' equity and cash flows of the Company and its Subsidiaries for the three month period ended on such date. Such unaudited financial statements are hereinafter referred to as the "Unaudited Statements." The Financial Statements and the Unaudited Statements have been prepared in accordance with GAAP consistently applied throughout the periods involved (except as otherwise specified therein) and present fairly the financial position of the Company and its Subsidiaries as of the respective dates specified, and the results of their operations and changes in their cash flows for the respective periods specified. As of The Company's results for the date of this Agreementquarter ended June 30, 2000 will be consistent with the Purchasers are not aware that this representation is incorrect in any material respectestimated results previously disclosed to the Purchasers' representatives.

Business Financial Statements. The Company has delivered to furnished each Purchaser of any Notes with the Purchasers complete and correct copies following financial statements, identified by a principal financial officer of the audited Company: (i) consolidating and consolidated balance sheets of the Company and its Subsidiaries as at December 31 in each of December 31, 1998 the three fiscal years of the Company most recently completed prior to the date as of which this representation is made or repeated to such Purchaser (other than fiscal years completed within 90 days prior to such date for which audited financial statements have not been released) and December 31, 1997, consolidating and the related audited supplemental consolidated statements of operations, stockholdersincome and consolidated statements of cash flows and of shareholders' equity and cash flows of the Company and its Subsidiaries for the years ended December 31each such year, 1998, 1997 and 1996. Such audited financial statements are hereinafter referred to as the "Financial Statements." The Financial Statements are accompanied all reported on by the report of Ernst & Young LLPYoung, which state that the Financial Statements have been prepared in accordance with GAAP consistently applied throughout the periods involved (except as otherwise specified therein) and present fairly the financial position of the corporations to which they relate as of the respective dates specified and the results of their operations and changes in financial position for the respective periods specified, and that the audit by such LLP or other independent public accountants of the Financial Statements has been made in accordance with generally accepted auditing standards. The Company has also delivered to the Purchasers complete recognized national standing and correct copies of the unaudited (ii) consolidating and consolidated balance sheet sheets of the Company and its Subsidiaries as at the end of March 31, 1999, the quarterly period (if any) most recently completed prior to such date and after the end of such fiscal year (other than quarterly periods completed within 60 days prior to such date for which financial statements have not been released) and the related unaudited comparable quarterly period in the preceding fiscal year and consolidated statement statements of operationsincome, stockholderscash flows and shareholders' equity for the periods from the beginning of the fiscal years in which such quarterly periods are included to the end of such quarterly periods, prepared by the Company. Such financial statements (including any related schedules and/or notes) are true and cash flows correct in all material respects (subject, as to interim statements, to changes resulting from audits and year-end adjustments), have been prepared in accordance with generally accepted accounting principles consistently followed throughout the periods involved and show all liabilities, direct and contingent, of the Company and its Subsidiaries for the three month period ended on such date. Such unaudited financial statements are hereinafter referred required to as the "Unaudited Statements." The Unaudited Statements have been prepared be shown in accordance with GAAP consistently applied throughout such principles. The balance sheets fairly present the periods involved (except as otherwise specified therein) and present fairly the financial position condition of the Company and its Subsidiaries as of at the respective dates specifiedthereof, and the statements of income, shareholders' equity and cash flows fairly present the results of the operations of the Company and its Subsidiaries and their operations and changes in cash flows for the respective periods specifiedindicated. As There has not been a material adverse change in the business, property or assets, condition (financial or otherwise), operations or prospects of the date Company and its Subsidiaries taken as a whole since the end of this Agreement, the Purchasers are not aware that this representation is incorrect in any material respectmost recent fiscal year for which such audited financial statements have been furnished.

Business Financial Statements. The Company has delivered to Section 5.8 of the Purchasers complete GE Disclosure Letter contains true and correct copies of (a) the audited consolidated balance sheets statement of the Company financial position of “GE ISC and its Subsidiaries Consolidated Subsidiaries” as of at December 31, 1998 2004 and December 31, 19972003, and the related audited supplemental consolidated statements of operationsearnings, stockholders' stockholder’s equity and cash flows for each of the Company and its Subsidiaries for years in the years three-year period ended December 31, 19982004 (such audited statements, 1997 including related notes, are referred to herein as the “Audited Business Financial Statements”), and 1996. Such audited (b) the unaudited, condensed, consolidated statement of financial position of “GE ISC and Consolidated Subsidiaries” as at June 30, 2005 and the related unaudited, condensed, consolidated statements of current and retained earnings and cash flows for the six (6) month period then ended (such unaudited statements are hereinafter referred to herein as the "“Unaudited Business Financial Statements." The ”). Each of the Audited Business Financial Statements are accompanied by the report of Ernst & Young LLP, which state that the Financial Statements have has been prepared based on the accounting books and records of “GE ISC and its Consolidated Subsidiaries” in accordance with GAAP consistently applied throughout the periods involved (except and presents fairly, in all material respects, the consolidated financial position, results of operations and cash flows of “GE ISC and Consolidated Subsidiaries” as otherwise specified at the dates and for the periods indicated therein) and present fairly the financial position . Each of the corporations to which they relate as of the respective dates specified and the results of their operations and changes in financial position for the respective periods specified, and that the audit by such accountants of the Unaudited Business Financial Statements has been made in accordance with generally accepted auditing standards. The Company has also delivered to prepared based on the Purchasers complete accounting books and correct copies records of GE ISC, the unaudited consolidated balance sheet of the Company other Polaris Companies and its Subsidiaries as of March 31, 1999, and the related unaudited consolidated statement of operations, stockholders' equity and cash flows of the Company and its Subsidiaries for the three month period ended on such date. Such unaudited financial statements are hereinafter referred to as the "Unaudited Statements." The Unaudited Statements have been prepared ERAC in accordance with GAAP consistently applied throughout the periods involved and present fairly, in all material respects, the combined financial position and results of operations of GE ISC, the other Polaris Companies and ERAC; except that such Unaudited Business Financial Statements are (i) condensed and do not include footnotes, year-end adjustments and certain other disclosures which might be required for such information to be presented in accordance with GAAP and (ii) reflect a change in reporting entity as a result of the conversion of General Electric Capital Corporation’s preferred stock investment in ERC into a direct common stock investment in GE ISC. For the purposes hereof, the unaudited condensed, consolidated statement of financial position included in the Unaudited Business Financial Statements is referred to as the “Balance Sheet.” The Additional Financial Statements will be prepared, subject to the matters contemplated by Section 7.7, on a basis consistent with the prior quarterly financial statements of GE ISC and its Consolidated Subsidiaries, except (i) as otherwise specified therein) and present fairly the financial position of the Company and its Subsidiaries as of the respective dates specified, and the results of their operations and required by changes in cash flows for the respective periods specified. As of Law, GAAP or SAP after the date of this Agreementhereof and (ii) changes in accounting methods, the Purchasers are not aware principles or practices that this representation is incorrect in any material respectaffect GE Subsidiaries generally.

Business Financial Statements. The Company has delivered to furnished you with the Purchasers complete following documents and correct copies financial statements: (i) The following financial statements of the Company: the audited consolidated balance sheets of the Company and its Consolidated Subsidiaries as of December 31, 1998 1995, 1994 and 1993 and the related consolidated statements of earnings and retained earnings and statement of cash flows for the three year period ended December 31, 19971995, and reported on by Price Waterhouse. The financial statements referred to in this subparagraph (i) are herein collectively referred to as the related audited supplemental consolidated statements of operations, stockholders' equity and cash flows of the Company and its Subsidiaries "Historical Financial Statements." PAGE (ii) The Company's Annual Report on Form 10-K for the years ended December 31, 19981995, 1997 1994 and 19961993, in each case as filed with the Securities and Exchange Commission. Such audited financial statements The reports referred to in this subparagraph (ii) are hereinafter herein collectively referred to as the "Financial StatementsPublic Documents." The Historical Financial Statements are accompanied by (including any related schedules and/or notes) fairly present the report consolidated financial position and the consolidated results of Ernst & Young LLP, which state that operations and consolidated cash flows of the Financial Statements have been prepared in accordance with GAAP consistently applied throughout corporations described therein at the dates and for the periods involved shown, all in conformity with generally accepted accounting principles applied on a consistent basis (except as otherwise specified thereintherein or in the notes thereto stated) and present fairly throughout the financial position of the corporations to which they relate as of the respective dates specified and the results of their operations and changes in financial position for the respective periods specified, and that the audit by such accountants of the Financial Statements involved. There has been made no material adverse change in accordance with generally accepted auditing standards. The Company has also delivered to the Purchasers complete and correct copies of the unaudited consolidated balance sheet business, condition (financial or otherwise) or operations of the Company and its Consolidated Subsidiaries taken as of March a whole since December 31, 1999, 1995. The Public Documents have been prepared in all material respects in conformity with the rules and regulations of the related unaudited consolidated statement Securities and Exchange Commission applicable thereto and set forth an accurate description in all material respects of operations, stockholders' equity and cash flows of the business conducted by the Company and its Consolidated Subsidiaries for the three month period ended on such date. Such unaudited financial statements are hereinafter referred to as the "Unaudited Statements." The Unaudited Statements have been prepared in accordance with GAAP consistently applied throughout the periods involved (except as otherwise specified therein) and present fairly the financial position of the Company and its Subsidiaries as of the respective dates specified, and the results of their operations properties owned and changes operated in cash flows for the respective periods specified. As of the date of this Agreement, the Purchasers are not aware that this representation is incorrect in any material respectconnection therewith.

Business Financial Statements. (a) The Company has delivered to the Purchasers complete unaudited working capital statement, income statement and correct copies capital expenditure statement, long-term assets, and long-term liabilities of the audited consolidated balance sheets of the Company and its Subsidiaries Business as of December 31, 1998 and December 31, 1997, and the related audited supplemental consolidated statements of operations, stockholders' equity and cash flows of the Company and its Subsidiaries for the fiscal years ended December 3127, 19982014 and January 2, 1997 2016 (collectively, the “Business Financial Statements”) are set forth in Section 4.4(a) of the Seller Disclosure Schedule. The Business Financial Statements (i) fairly present in all material respects the working capital, operating results, financial condition, and 1996. Such audited capital expenditures of the Business on the dates and for the periods indicated therein, (ii) were prepared in anticipation of the transactions contemplated hereby using allocation methodologies reasonably designed to fairly present in all material respects the financial condition of the Business throughout the periods covered thereby; provided, however, that Seller’s income statements are hereinafter referred to and capital expenditure statements used as the "Financial Statements." The basis for preparation of the applicable Business Financial Statements are accompanied by the report of Ernst & Young LLP, which state that the Financial Statements have been were prepared in accordance with GAAP consistently applied throughout and consistent with past practice; and (iii) were derived from the periods involved (except as otherwise specified thereinBooks and Records of Seller. Additionally, the segment financial statements for the Business set forth on Section 4.4(a)(ii) and present fairly the financial position of the corporations to which they relate as of the respective dates specified and the results of their operations and changes in financial position for the respective periods specified, and that the audit by such accountants of the Financial Statements has been made in accordance with generally accepted auditing standards. The Company has also delivered to the Purchasers complete and correct copies of the unaudited consolidated balance sheet of the Company and its Subsidiaries as of March 31, 1999, and the related unaudited consolidated statement of operations, stockholders' equity and cash flows of the Company and its Subsidiaries for the three month period ended on such date. Such unaudited financial statements are hereinafter referred to as the "Unaudited Statements." The Unaudited Statements have been Seller Disclosure Schedule were prepared in accordance with GAAP consistently applied throughout and consistent with the historical segment reporting set forth in the Seller SEC Reports. Such segment financial statements for the Business (i) fairly present in all material respects the financial condition of the Business on the dates and for the periods involved indicated therein and (except ii) were derived from the Books and Records of Seller. (b) Seller maintains a system of internal accounting controls that are sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s authorizations; (ii) are recorded as necessary to permit preparation of financial statements in conformity with GAAP; (iii) the Business maintains no off-the-book accounts; and (iv) accounts, notes and other receivables are recorded accurately on a timely basis. (c) Within the past three (3) years, neither Seller, nor, to Seller’s Knowledge, any Representative of Seller, has received or otherwise specified thereinhad or obtained direct knowledge of any complaint, allegation, assertion or claim, regarding the accounting or auditing practices, procedures, methodologies or methods of Seller or its internal accounting controls with respect to the Business, including, without limitation, any complaint, allegation, assertion or claim regarding a: (i) and present fairly “reportable condition” or (ii) “material weakness” in the financial position of the Company and its Subsidiaries as of the respective dates specified, and the results of their operations and changes in cash flows for the respective periods specifiedSeller’s internal controls. As of the date For purposes of this Agreement, the Purchasers are terms “reportable condition” and “material weakness” shall have the meanings assigned to them in the “Statements of Auditing Standards 115,” as in effect on the date hereof. Within the past three (3) years, no attorney representing the Seller, whether or not aware employed by the Seller, has reported evidence of a material violation of state or federal securities laws, breach of fiduciary duty or similar violation by Seller, its officers, directors, managers, employees or agents thereof to any director, manager or officer of the Seller, in each case with respect to the Business. Except as set forth in Section 4.4(c) of the Seller Disclosure Schedules, no internal investigations regarding accounting or revenue recognition with respect to the Business have been discussed with, reviewed by or initiated at the direction of Seller’s chief executive officer, chief financial officer, general counsel or similar legal officer, managers, board of directors or any committee thereof. (d) Seller is not a party to and has no commitment to become a party to any joint venture, off-balance sheet, partnership or any similar Contract or arrangement with respect to the Business or the Purchased Assets involving the Seller, on the one hand, and any Affiliate of the Seller, including any structured finance, special purpose or limited purpose entity or Person, on the other hand, and has no “off-balance sheet arrangements” (as that this representation term is incorrect defined in any material respectItem 303(a) of Regulation S-K of the Securities and Exchange Commission, as amended from time to time).

Business Financial Statements. The Company has delivered to the Purchasers Purchaser complete and correct copies of the audited consolidated balance sheets of the Company and its Subsidiaries as of December 31, 1998 1999 and December 31, 19971998, and the related audited supplemental consolidated statements of operationsincome, stockholders' equity and cash flows of the Company and its Subsidiaries for the years ended December 31, 1999 and December 31, 1998, 1997 and 1996. Such audited financial statements are hereinafter referred to as the "Financial Statements." The Financial Statements are accompanied by the report of Ernst Cherry, Bekaert & Young LLPHolland, L.L.P., which state states that the Financial Statements have been prepared present fairly, in accordance with GAAP consistently applied throughout all material respects, the periods involved (except as otherwise specified therein) and present fairly the consolidated financial position of the corporations to which they relate Company and its Subsidiaries as of the respective dates specified December 31, 1999 and 1998, and the results of their operations and changes their cash flows for each of the three years in financial position for the respective periods specifiedperiod ended December 31, 1999 in conformity with GAAP, and that the audit by such accountants of the Financial Statements has been made in accordance with generally accepted auditing standards. The Company has also delivered to the Purchasers Purchaser complete and correct copies of the unaudited consolidated balance sheet of the Company and its Subsidiaries as of March 31September 30, 19992000, and the related unaudited consolidated statement of operationsincome, stockholders' equity and cash flows of the Company and its Subsidiaries for the three month period ended on such date. Such unaudited financial statements are hereinafter referred to as the "Unaudited Statements." The Financial Statements and the Unaudited Statements have been prepared in accordance with GAAP consistently applied throughout the periods involved (except as otherwise specified therein) and present fairly fairly, in all material respects, the financial position of the Company and its Subsidiaries as of the respective dates specified, and the results of their operations and changes in their cash flows for the respective periods specified. As of the date of this Agreement, the Purchasers are not aware that this representation is incorrect in any material respect.

Business Financial Statements. The Company has (i) Prior to the Closing Date, the Borrower caused to be delivered to the Purchasers Banks complete and correct copies of (a) the Registration Statement and (b) the Memorandum. The pro forma condensed consolidated financial statements of the Master Partnership set forth in the Registration (ii) The Borrower has not engaged in any business or activities prior to the date of this Agreement, except for activities related to its formation, organization and prospective operations, and the completion of the Transactions. Immediately prior to the date of this Agreement each Subsidiary of the Borrower was engaged in the business indicated on Schedule 8.4. (iii) The Registration Statement contains complete and correct copies of (a) the audited consolidated balance sheets of the Company and its Subsidiaries Heritage as of December August 31, 1998 1995 and December August 31, 19971994, and the related audited supplemental consolidated statements of operations, stockholders' equity operations and cash flows of the Company and its Subsidiaries for the fiscal years ended December August 31, 19981995, 1997 August 31, 1994 and 1996August 31, 1993 and (b) the unaudited condensed balance sheets of Heritage as of February 29, 1996 and the related unaudited condensed statements of operations and cash flows for the three months ended February 29, 1996 and February 29, 1995. Such audited financial statements (including any related schedules and notes) are hereinafter referred true and correct in all material respects (subject, as to as the "Financial Statements." The Financial Statements are accompanied by the report of Ernst & Young LLPinterim statements, which state that the Financial Statements to changes resulting from audits and year-end adjustments), have been prepared in accordance with GAAP consistently applied followed throughout the periods involved (except as otherwise specified therein) and show all liabilities, direct and contingent, of Heritage required to be shown in accordance with such principles. The balance sheets fairly present fairly the financial position condition of the corporations to which they relate Heritage as of at the respective dates specified thereof, and the results of their operations and changes in financial position cash flows fairly present the results of operations of Heritage and its consolidated cash flows for the respective periods specified, and that the audit by such accountants of the Financial Statements indicated. (iv) The Borrower has been made in accordance with generally accepted auditing standards. The Company has also delivered to the Purchasers you complete and correct copies of the unaudited pro forma condensed consolidated balance sheet of the Company and its Subsidiaries Borrower as of March 31February 29, 1999, and 1996 giving effect to the related unaudited consolidated statement of operations, stockholders' equity and cash flows of the Company and its Subsidiaries for the three month period ended on such dateTransactions. Such unaudited financial statements are hereinafter referred to as the "Unaudited Statements." The Unaudited Statements have balance sheet has been prepared in accordance with GAAP consistently applied throughout to the periods involved (except as otherwise specified therein) extent applicable to such balance sheet and present fairly presents in all material respects the financial position of the Company and its Subsidiaries as of Borrower on a pro forma basis immediately after the respective dates specified, and Transactions in accordance with the results of their operations and changes in cash flows for the respective periods specified. As of assumptions disclosed therein at the date of this Agreement, such balance sheet. (v) The Borrower has caused to be delivered to you true and correct copies of the Purchasers are not aware that this representation is incorrect in any material respectdocuments and other materials listed on Schedule 8.4.

Business Financial Statements. The Company has delivered to the ------------------------------ Purchasers complete and correct copies of the audited consolidated balance sheets of the Company and its Subsidiaries as of December 31, 1998 1999 and December 31, 19971998, and the related audited supplemental consolidated statements of operationsincome, stockholders' equity and cash flows of the Company and its Subsidiaries for the years ended December 31, 1999 and 1998, 1997 and 1996. Such audited financial statements are hereinafter referred to as the "Financial Statements." The Financial Statements are accompanied by the report of Ernst & Young Xxxxxx Xxxxxxxx LLP, which state states that the Financial Statements have been prepared present fairly, in accordance with GAAP consistently applied throughout all material respects, the periods involved (except as otherwise specified therein) and present fairly the consolidated financial position of the corporations to which they relate Company and its Subsidiaries as of the respective dates specified December 31, 1999 and 1998, and the results of their operations and changes in financial position their cash flows for the respective periods specifiedyears ended December 31, 1999 and 1998 in conformity with GAAP, and that the audit by such accountants of the Financial Statements has been made in accordance with generally accepted auditing standards. The Company has also delivered to the Purchasers complete and correct copies of the unaudited consolidated balance sheet of the Company and its Subsidiaries as of March 31, 19992000, and the related unaudited consolidated statement of operationsincome, stockholders' equity and cash flows of the Company and its Subsidiaries for the three month period ended on such date. Such unaudited financial statements are hereinafter referred to as the "Unaudited Statements." The Financial Statements and the Unaudited Statements have been prepared in accordance with GAAP consistently applied throughout the periods involved (except as otherwise specified therein) and present fairly the financial position of the Company and its Subsidiaries as of the respective dates specified, and the results of their operations and changes in their cash flows for the respective periods specified. As of The Company's results for the date of this Agreementquarter ended June 30, 2000 will be consistent with the Purchasers are not aware that this representation is incorrect in any material respectestimated results previously disclosed to the Purchasers' representatives.

Business Financial Statements. The Company has delivered to the Purchasers complete and correct copies of the audited consolidated balance sheets of the Company and its Subsidiaries as of December 31, 1998 and December 31, 1997, and the related audited supplemental consolidated statements of operationsincome, stockholders' equity and cash flows of the Company and its Subsidiaries for the years year ended December 31, 19981998 and for the period from August 14, 1997 and 1996(inception) to December 31, 1997. Such audited financial statements are hereinafter referred to as the "Financial Statements." The Financial Statements are accompanied by the report of Ernst & Young LLPArthxx Xxxexxxx XXX, which state states that the Financial Statements have been prepared present fairly, in accordance with GAAP consistently applied throughout all material respects, the periods involved (except as otherwise specified therein) and present fairly the consolidated financial position of the corporations to which they relate Company and its Subsidiaries as of the respective dates specified December 31, 1998 and 1997, and the results of their operations and changes in financial position their cash flows for the respective periods specifiedyear ended December 31, 1998 and for the period from August 14, 1997 (inception) to December 31, 1997 in conformity with GAAP, and that the audit by such accountants of the Financial Statements has been made in accordance with generally accepted auditing standards. The Company has also delivered to the Purchasers complete and correct copies of the unaudited consolidated balance sheet of the Company and its Subsidiaries as of March 31, 1999, and the related unaudited consolidated statement of operationsincome, stockholders' equity and cash flows of the Company and its Subsidiaries for the three month period ended on such date. Such unaudited financial statements are hereinafter referred to as the "Unaudited Statements." The Financial Statements and the Unaudited Statements have been prepared in accordance with GAAP consistently applied throughout the periods involved (except as otherwise specified therein) and present fairly the financial position of the Company and its Subsidiaries as of the respective dates specified, and the results of their operations and changes in their cash flows for the respective periods specified. As of The Company's results for the date of this Agreementquarter ended June 30, 1999 will be consistent with the Purchasers are not aware that this representation is incorrect in any material respectestimated results previously disclosed to the Purchasers' representative.

Business Financial Statements. (a) The Company has delivered to the Purchasers complete and correct copies audited consolidated financial statements of the audited consolidated balance sheets of the Company Borrower and its Subsidiaries as of December 31dated for their fiscal year ending in 2000, 1998 and December 31, 1997, and together with the related audited supplemental consolidated statements of income or operations, stockholdersshareholders' equity and cash flows of the Company and its Subsidiaries for the years fiscal periods ended December 31, 1998, 1997 and 1996. Such audited financial statements are hereinafter referred to as the "Financial Statements." The Financial Statements are accompanied by the report of Ernst & Young LLP, which state that the Financial Statements have been on those respective dates: (i) were prepared in accordance with GAAP consistently applied throughout the periods involved (period covered thereby, except as otherwise specified expressly noted therein; (ii) and fairly present fairly the financial position of the corporations to which they relate as of the respective dates specified and the results of their operations and changes in financial position for the respective periods specified, and that the audit by such accountants of the Financial Statements has been made in accordance with generally accepted auditing standards. The Company has also delivered to GAAP the Purchasers complete and correct copies financial condition of the unaudited consolidated balance sheet of the Company Borrower and its Subsidiaries as of March 31the date thereof and results of operations for the period covered thereby; and (iii) show all material indebtedness and other liabilities, 1999, and the related unaudited consolidated statement of operations, stockholders' equity and cash flows direct or contingent of the Company Borrower and its Subsidiaries required to be disclosed in accordance with GAAP as of the date thereof including liabilities for taxes, material commitment and Contingent Liabilities. (b) The audited consolidated financial statements of Star Gas Partners and its Subsidiaries for its fiscal years ending during 1998, 1999 and 2000, in each case together with the three month period related consolidated statements of income or operations, partners' (or shareholders) capital and cash flow for the fiscal periods ended on such date. Such unaudited financial statements are hereinafter referred to as the "Unaudited Statements." The Unaudited Statements have been those respective dates: (i) were prepared in accordance with GAAP consistently applied throughout the periods involved (period covered thereby, except as otherwise specified expressly noted therein; (ii) and fairly present fairly in accordance with GAAP the financial position condition of the Company Star Gas Partners and its Subsidiaries as of the respective dates specified, date thereof and the results of their operations and changes in cash flows for the respective periods specified. As period covered thereby; and (iii) show all material indebtedness and other liabilities, direct or contingent, of such Person and its consolidated Subsidiaries required to be disclosed, including liabilities for taxes, material commitments and Contingent Liabilities in accordance with GAAP as of the date of this Agreement, the Purchasers are not aware that this representation is incorrect in any material respectthereof.

Business Financial Statements. (a) The Company has delivered to the Purchasers complete and correct copies audited consolidated financial statements of the audited consolidated balance sheets of the Company Borrower and its Subsidiaries as of December 31for its Fiscal Year ended September 30, 1998 and December 31, 19972000, and the unaudited consolidated financial statements of Holdings, the Borrower and its Subsidiaries for its Fiscal Quarter ended March 31, 2001, in each case together with the related audited supplemental consolidated statements of income or operations, stockholdersshareholders' equity and cash flows of the Company and its Subsidiaries for the years fiscal periods ended December 31, 1998, 1997 and 1996. Such audited financial statements are hereinafter referred to as the "Financial Statements." The Financial Statements are accompanied by the report of Ernst & Young LLP, which state that the Financial Statements have been on those respective dates: (i) were prepared in accordance with GAAP consistently applied throughout the periods involved (period covered thereby, except as otherwise specified expressly noted therein; (ii) and fairly present fairly the financial position of the corporations to which they relate as of the respective dates specified and the results of their operations and changes in financial position for the respective periods specified, and that the audit by such accountants of the Financial Statements has been made in accordance with generally accepted auditing standards. The Company has also delivered to GAAP the Purchasers complete and correct copies financial condition of Holdings, the unaudited consolidated balance sheet of the Company Borrower and its Subsidiaries as of March 31the date thereof and results of operations for the period covered thereby; and (iii) show all material indebtedness and other liabilities, 1999direct or contingent of Holdings, the Borrower and the related unaudited consolidated statement of operations, stockholders' equity and cash flows its Subsidiaries required to be disclosed in accordance with GAAP as of the Company date thereof including liabilities for taxes, material commitment and Contingent Liabilities. (b) The audited consolidated financial statements of Star Gas Partners and its Subsidiaries for its fiscal year ended September 30, 2000, and the three month period unaudited consolidated financial statements of Star Gas Partners and its Subsidiaries for its Fiscal Quarter ended March 31, 2001, together with the related consolidated statements of income or operations, partners' capital and cash flow for the fiscal periods ended on such date. Such unaudited financial statements are hereinafter referred to as the "Unaudited Statements." The Unaudited Statements have been those respective dates: (i) were prepared in accordance with GAAP consistently applied throughout the periods involved (period covered thereby, except as otherwise specified expressly noted therein; (ii) and fairly present fairly in accordance with GAAP the financial position condition of the Company Star Gas Partners and its Subsidiaries as of the respective dates specified, date thereof and the results of their operations and changes in cash flows for the respective periods specified. As period covered thereby; and (iii) show all material indebtedness and other liabilities, direct or contingent, of Star Gas Partners and its consolidated Subsidiaries required to be disclosed in accordance with GAAP as of the date of this Agreementthereof, the Purchasers are not aware that this representation is incorrect in any including liabilities for taxes, material respectcommitments and Contingent Liabilities.

Business Financial Statements. The Company has delivered to the Purchasers you complete and correct copies of (a) the audited consolidated balance sheets financial statements of GMH as and for the Company and its Subsidiaries as of fiscal years ending December 31, 1998 1992, 1993 and December 31, 1997, 1994 (including the balance sheets and the related audited supplemental consolidated statements of operationsincome and cash flows), stockholders' equity with the report thereon of Xxxxxx Xxxxxxxx LLP, independent public accountants, for 1994, and of Xxxx X. Xxxxxx, independent public accountant, for 1993 and 1992; (b) the audited balance sheet of GMH as and for the ten month period ending October 31, 1995, with the report thereon of Xxxxxx Xxxxxxxx LLP (the financial statements described in the foregoing clause (a) and in this clause (b) being referred to collectively as the "Audited Financial Statements"); (c) unaudited statements of income and cash flows of the Company and its Subsidiaries for the years ten months ended December October 31, 19981995 (the "Unaudited Financial Statements" and, 1997 and 1996. Such audited financial statements are hereinafter referred to as together with the Audited Financial Statements, the "Financial Statements." "); and (d) the pro forma balance sheet of the Company as of November 30, 1995 (the "Pro Forma Balance Sheet"), giving pro forma effect to the Acquisition, the issuance of the Notes and Warrants hereunder, the borrowing under the Senior Loan Agreement and the issuance of the Common Stock, the Preferred Stock and the Junior Subordinated Notes as contemplated hereby, as if such transactions were consummated on the date of the Pro Forma Balance Sheet. The Financial Statements are accompanied by the report of Ernst & Young LLP, which state that the Financial Statements have been prepared in accordance with GAAP consistently generally accepted accounting principles, applied on a consistent basis throughout the periods involved specified (except such changes as otherwise are therein specified therein) and except, in the case of the Unaudited Financial Statements, for the absence of footnotes and for year-end audit adjustments), and present fairly the financial position of the corporations to which they relate GMH as of the respective dates specified and the results of their its operations and changes in financial position for the respective periods specified, . The Pro Forma Balance Sheet gives pro forma effect to the Acquisition and that the audit other transactions contemplated hereby and by such accountants the Senior Loan Agreement and the issuance of the Financial Statements Common Stock, the Preferred Stock and the Junior Subordinated Notes in connection with such transactions. The Pro Forma Balance Sheet has been prepared on the basis stated therein (including the assumptions set forth therein, which were reasonable assumptions when made in accordance with generally accepted auditing standards. The Company has also delivered to the Purchasers complete and correct copies of the unaudited consolidated balance sheet of the Company and its Subsidiaries as of March 31, 1999, and the related unaudited consolidated statement of operations, stockholders' equity and cash flows of the Company and its Subsidiaries for the three month period ended on such date. Such unaudited financial statements are hereinafter referred to as the "Unaudited Statements." The Unaudited Statements have been prepared in accordance with GAAP consistently applied throughout the periods involved (except as otherwise specified therein) and present fairly the financial position of the Company and its Subsidiaries reasonable assumptions as of the respective dates specified, and the results of their operations and changes in cash flows for the respective periods specified. As of the date of this Agreement, the Purchasers are not aware that this representation is incorrect in any material respecthereof).

Business Financial Statements. The Company has delivered to the Purchasers complete and correct copies of the audited supplemental consolidated balance sheets of the Company and its Subsidiaries as of December 31, 1998 1997 and December 31, 19971996, and the related audited supplemental consolidated statements of operations, stockholders' equity and cash flows of the Company and its Subsidiaries for the years ended December 31, 19981997, 1997 1996 and 19961995. Such audited financial statements are hereinafter referred to as the "Financial Statements." The Financial Statements are accompanied by the report of Ernst & Young LLPLLP 1997 and 1996 and by the report of Price Waterhouse Coopers for 1995, which state that the Financial Statements have been prepared in accordance with GAAP consistently applied throughout the periods involved (except as otherwise specified therein) and present fairly the financial position of the corporations to which they relate as of the respective dates specified and the results of their operations and changes in financial position for the respective periods specified, and that the audit by such accountants of the Financial Statements has been made in accordance with generally accepted auditing standards. The Company has also delivered to the Purchasers complete and correct copies of the unaudited consolidated balance sheet of the Company and its Subsidiaries as of March 31September 30, 19991998, and the related unaudited consolidated statement of operations, stockholders' equity and cash flows of the Company and its Subsidiaries for the three month period ended on such date. Such unaudited financial statements are hereinafter referred to as the "Unaudited Statements." The Unaudited Statements have been prepared in accordance with GAAP consistently applied throughout the periods involved (except as otherwise specified therein) and present fairly the financial position of the Company and its Subsidiaries as of the respective dates specified, and the results of their operations and changes in cash flows for the respective periods specified. As of the date of this Agreement, the Purchasers are not aware that this representation is incorrect in any material respect.. 5.5

Business Financial Statements. The Company has delivered to the Purchasers Purchaser complete and correct copies of the audited consolidated balance sheets of the Company and its Subsidiaries as of December 31, 1998 1999 and December 31, 19971998, and the related audited supplemental consolidated statements of operationsincome, stockholders' equity and cash flows of the Company and its Subsidiaries for the years ended December 31, 1999 and December 31, 1998, 1997 and 1996. Such audited financial statements are hereinafter referred to as the "Financial Statements." The Financial Statements are accompanied by the report of Ernst Cherry, Bekaert & Young LLPHolland, L.L.P., which state states that the Financial Statements have been prepared present fairly, in accordance with GAAP consistently applied throughout all material respects, the periods involved (except as otherwise specified therein) and present fairly the consolidated financial position of the corporations to which they relate Company and its Subsidiaries as of the respective dates specified December 31, 1999 and 1998, and the results of their operations and changes their cash flows for each of the three years in financial position for the respective periods specifiedperiod ended December 31, 1999 in conformity with GAAP, and that the audit by such accountants of the Financial Statements has been made in accordance with generally accepted auditing standards. The Company has also delivered to the Purchasers Purchaser complete and correct copies of the unaudited consolidated balance sheet of the Company and its Subsidiaries as of March 31June 30, 19992000, and the related unaudited consolidated statement of operationsincome, stockholders' equity and cash flows of the Company and its Subsidiaries for the three month period ended on such date. Such unaudited financial statements are hereinafter referred to as the "Unaudited Statements." The Financial Statements and the Unaudited Statements have been prepared in accordance with GAAP consistently applied throughout the periods involved (except as otherwise specified therein) and present fairly the financial position of the Company and its Subsidiaries as of the respective dates specified, and the results of their operations and changes in their cash flows for the respective periods specified. As of the date of this Agreement, the Purchasers are not aware that this representation is incorrect in any material respect.

Business Financial Statements. The Company has delivered to furnished you with the Purchasers complete following documents and correct copies financial statements: (i) The following financial statements of the Company: the audited consolidated balance sheets of the Company and its consolidated Subsidiaries as of December 31, 1998 1993, 1992 and 1991 and the related Consolidated statements of earnings and retained earnings and statement of cash flows for the three year period ended December 31, 19971993, reported on by Price Waterhouse. The financial statements referred to in this subparagraph (i) are herein collectively referred to as the "Historical Financial Statements." (ii) The Company's Annual Report on Form 10-K for the year ended December 31, 1993, 1992 and 1991 and its Quarterly Report on form 10-Q for the quarter ended March 31, 1994, in each case as filed with the Securities and Exchange Commission. The reports referred to in this subparagraph (ii) are herein collectively referred to as the "Public Documents." The Historical Financial Statements (including any related schedules and/or notes) fairly present the consolidated financial position and the related audited supplemental consolidated statements results of operations, stockholders' equity operations and consolidated cash flows of the corporations described therein at the dates and for the periods shown, all in conformity with generally accepted accounting principles applied on a consistent basis (except as otherwise therein or in the notes thereto stated) throughout the periods involved. There has been no material adverse change in the business, condition (financial or otherwise) or operations of the Company and its Consolidated Subsidiaries for the years ended taken as a whole since December 31, 1998, 1997 and 1996. Such audited financial statements are hereinafter referred to 1993 other than as the "Financial Statements." result of the recognition of post-employment benefit costs. The Financial Statements are accompanied by the report of Ernst & Young LLP, which state that the Financial Statements Public Documents have been prepared in accordance all material respects in conformity with GAAP consistently applied throughout the periods involved (except as otherwise specified therein) rules and present fairly the financial position regulations of the corporations to which they relate as Securities and Exchange Commission applicable thereto and set forth an accurate description in all material respects of the respective dates specified and the results of their operations and changes in financial position for the respective periods specified, and that the audit business conducted by such accountants of the Financial Statements has been made in accordance with generally accepted auditing standards. The Company has also delivered to the Purchasers complete and correct copies of the unaudited consolidated balance sheet of the Company and its Consolidated Subsidiaries as of March 31, 1999, and the related unaudited consolidated statement of operations, stockholders' equity properties owned and cash flows of the Company and its Subsidiaries for the three month period ended on such date. Such unaudited financial statements are hereinafter referred to as the "Unaudited Statementsoperated in connection therewith." The Unaudited Statements have been prepared in accordance with GAAP consistently applied throughout the periods involved (except as otherwise specified therein) and present fairly the financial position of the Company and its Subsidiaries as of the respective dates specified, and the results of their operations and changes in cash flows for the respective periods specified. As of the date of this Agreement, the Purchasers are not aware that this representation is incorrect in any material respect.

Business Financial Statements. The Company has delivered to furnished you with the Purchasers complete following documents and correct copies financial statements: (i) The following financial statements of the Company: the audited consolidated balance sheets of the Company and its Consolidated Subsidiaries as of December 31, 1998 1996, 1995 and 1994 and the related consolidated statements of earnings and retained earnings and statement of cash flows for the three year period ended December 31, 19971996, and reported on by Price Waterhouse. The financial statements referred to in this subparagraph (i) are herein collectively referred to as the related audited supplemental consolidated statements of operations, stockholders' equity and cash flows of the Company and its Subsidiaries "Historical Financial Statements." (ii) The Company's Annual Report on Form 10-K for the years ended December 31, 19981996, 1997 1995 and 19961994, in each case as filed with the Securities and Exchange Commission. Such audited financial statements The reports referred to in this subparagraph (ii) are hereinafter herein collectively referred to as the "Financial StatementsPublic Documents." The Historical Financial Statements are accompanied by (including any related schedules and/or notes) fairly present the report consolidated financial position and the consolidated results of Ernst & Young LLP, which state that operations and consolidated cash flows of the Financial Statements have been prepared in accordance with GAAP consistently applied throughout corporations described therein at the dates and for the periods involved shown, all in conformity with generally accepted accounting principles applied on a consistent basis (except as otherwise specified thereintherein or in the notes thereto stated) and present fairly throughout the financial position of the corporations to which they relate as of the respective dates specified and the results of their operations and changes in financial position for the respective periods specified, and that the audit by such accountants of the Financial Statements involved. There has been made no material adverse change in accordance with generally accepted auditing standards. The Company has also delivered to the Purchasers complete and correct copies of the unaudited consolidated balance sheet business, condition (financial or otherwise) or operations of the Company and its Consolidated Subsidiaries taken as of March a whole since December 31, 1999, 1996. The Public Documents have been prepared in all material respects in conformity with the rules and regulations of the related unaudited consolidated statement Securities and Exchange Commission applicable thereto and set forth an accurate description in all material respects of operations, stockholders' equity and cash flows of the business conducted by the Company and its Consolidated Subsidiaries for the three month period ended on such date. Such unaudited financial statements are hereinafter referred to as the "Unaudited Statements." The Unaudited Statements have been prepared in accordance with GAAP consistently applied throughout the periods involved (except as otherwise specified therein) and present fairly the financial position of the Company and its Subsidiaries as of the respective dates specified, and the results of their operations properties owned and changes operated in cash flows for the respective periods specified. As of the date of this Agreement, the Purchasers are not aware that this representation is incorrect in any material respectconnection therewith.