Common use of Financial Data Clause in Contracts

Financial Data. The Borrowers have furnished to each Lender all of the financial statements required to be so furnished through the Closing Date pursuant to Subsection 7.1(A) and 7.1(B) of the Original Agreement (the "Financials"). The Financials are in accordance with the books and records of Rail and its Subsidiaries and fairly present the financial condition of Rail and its Subsidiaries at the dates thereof and the results of operations of Rail and its Subsidiaries for the periods indicated and the Financials have been prepared in accordance with GAAP. In addition, Deco has furnished to each Lender a consolidated balance sheet of Deco and its subsidiaries as of June 1, 1996 (the "Deco Opening Balance Sheet"). To the best of Deco's knowledge, the Deco Opening Balance Sheet is in accordance with the books and records of Deco and its subsidiaries and fairly presents the financial condition of Deco and its subsidiaries at the date hereof, and it has been prepared in accordance with GAAP. The historical financial statements to be furnished to Lenders in accordance with Subsection 7.1 hereof will be in accordance with the books and records of Rail and its Subsidiaries and will fairly present the financial condition of Rail and its Subsidiaries at the dates thereof and the results of operations of Rail and its Subsidiaries for the periods indicated (subject, in the case of unaudited financial statements, to normal year-end adjustments) and such financial statements will be prepared in conformity with GAAP consistently applied throughout the periods involved. Since the date of the Financials, there have been no changes in the condition, financial or otherwise, of Rail and its Subsidiaries as shown on the Financials, except (a) as contemplated herein, and (b) for changes in the ordinary course of business (none of which individually or in the aggregate has been materially adverse). All information, reports and other papers and data furnished to Agent or any Lender are or will be, at the time the same are so furnished to Agent or any Lender, accurate and correct in all material respects and complete insofar as completeness may be necessary to give Agent and the Lenders a true and accurate knowledge of the subject matter thereof.

Financial Data. (a) The Borrowers have Company has furnished to each Lender all the Purchasers (i) audited consolidated and consolidating financial statements of the Company and its consolidated Subsidiaries for the fiscal years ended December 31, 1996 through December 30, 2000, certified by the Company's independent certified public accountants, and (ii) unaudited interim financial statements required to be so furnished through of the Company and its consolidated Subsidiaries for the period beginning December 31, 2000 and ending on the last day of the month immediately preceding the Closing Date pursuant [STATEMENTS MAY BE FROM 2D PRECEDING MONTH IF THE CLOSING IS EARLY IN A CALENDAR MONTH] (collectively referred to Subsection 7.1(A) and 7.1(B) of the Original Agreement (as the "FinancialsFinancial Statements"). The Financials are All of the Financial Statements have been prepared in accordance with the books and records of Rail and its Subsidiaries GAAP, and fairly present the financial condition of Rail the Company and its consolidated Subsidiaries at the dates thereof and the results of operations of Rail and its Subsidiaries for the periods indicated and the Financials have been prepared in accordance with GAAP. In addition, Deco has furnished to each Lender a consolidated balance sheet of Deco and its subsidiaries as of June 1, 1996 (the "Deco Opening Balance Sheet"). To the best of Deco's knowledge, the Deco Opening Balance Sheet is in accordance with the books and records of Deco and its subsidiaries and fairly presents the financial condition of Deco and its subsidiaries at the date hereof, and it has been prepared in accordance with GAAP. The historical financial statements to be furnished to Lenders in accordance with Subsection 7.1 hereof will be in accordance with the books and records of Rail and its Subsidiaries and will fairly present the financial condition of Rail and its Subsidiaries at the dates thereof and the results of operations of Rail and its Subsidiaries for the periods indicated (subject, in the case of unaudited financial statements, to normal year-end adjustments) and such financial statements will be prepared in conformity with GAAP consistently applied throughout the periods involvedindicated. Since the date of the Financialslatest audited Financial Statements, there has been no event or condition which would constitute a Material Adverse Effect. (b) Consolidated and consolidating projected financial statements for the Company and its consolidated Subsidiaries for the period beginning on the date of the latest Financial Statements and ending on December 31, 2005, including projected balance sheets, projected funds flow statements, projected profit and loss (collectively, the "Projections"), copies of which have been no changes previously provided to the Purchasers, are attached hereto as Schedule 4.7(b). The Projections have been prepared to reasonably reflect the application of GAAP to such periods, and the current anticipated course of business of the Company and its consolidated Subsidiaries, in each case as determined in good faith by the conditionCompany in light of the past business of the Company and its consolidated Subsidiaries. The Company is not aware of any development or event which has occurred since the date of the preparation of the Projections that would materially affect the Projections. (c) The Company has furnished to the Purchasers a consolidated and consolidating pro forma balance sheet (the "Pro Forma Balance Sheet") reflecting the financial condition of the Company and its consolidated Subsidiaries as at the Closing Date or a recent date prior to the Closing Date, on the assumption that the closing of the Transactions, including the issuance and sale of the Notes and Warrants occurred on such date. Such balance sheet, a copy of which is attached hereto as Schedule 4.7(c), was prepared in good faith and in accordance with GAAP (excluding for this purpose any "push down" accounting that may be required by GAAP), and fairly presents, on a pro forma basis, the financial position of the Company and its consolidated Subsidiaries as at the date thereof, assuming that the Transactions, including the issuance and sale of the Notes and Warrants, had then been completed. Except as disclosed on Schedule 4.7(c), immediately after the Closing and the application of the proceeds of the issuance and sale of the Notes and Warrants as contemplated by Section 3.2, the Company will not have any Indebtedness or other material liabilities, contingent or otherwise, which are not reflected in the Pro Forma Balance Sheet or the Financial Statements. In addition: (i) As of Rail the Closing Date, all notes payable to the Company and accounts receivable of the Company will be properly reflected on its Subsidiaries as shown on the Financials, except (a) as contemplated herein, books and (b) for changes records and will be valid receivables subject to no setoffs or counterclaims other than in the ordinary course of business consistent with prior years, and such notes due and accounts receivable are not due from any related party or Affiliate of any kind; (none of which individually or ii) the accounts receivable reflected on the balance sheets included in the aggregate has Financial Statements and on the Pro Forma Balance Sheet or thereafter acquired by the Company through the Closing Date, have been materially adverse). All informationcollected, reports and other papers and data furnished to Agent or any Lender are or will becollectible, at the time aggregate gross recorded amounts thereof less the same allowances for doubtful accounts reflected therein and such accounts receivable are so furnished to Agent not due from any related party or Affiliate of any Lenderkind; the Company has not employed any invoice dating procedures or other special credit or delivery terms with any customer; and the Company has administered its accounts receivable in the ordinary course in accordance with past practice. (iii) the inventories reflected on the balance sheets included in the Financial Statements and on the Pro Forma Balance Sheet, accurate and correct or thereafter acquired by the Company through the Closing Date, are in all material respects of a quality and complete insofar as completeness may be necessary quantity usable or saleable in the normal course of the business of the Company at values at least equal to give Agent the values at which such items are carried on the Company's books subject to any reserves disclosed in such balance sheet, and have not been acquired from any related party or Affiliate of any kind. The values at which such inventories are carried on the Financial Statements reflect the normal inventory valuation policy of the Company, stating inventories at the lower of cost (on a first-in-first-out basis) or market; and such inventories are saleable at gross margins consistent with historical results; (iv) the Company has not delayed or postponed the payment of accounts payable and other liabilities and in any event any such delay or postponement does not now create, and is not reasonably likely to create, any penalty, cost, reversal of pricing discounts, loss of beneficial supply or similar rights, or any default with any other party which is not already reflected or contemplated in the Financial Statements, the Pro Forma Balance Sheet and the Lenders Projections, other than reasonable and customary late payment charges or which are otherwise set forth on Schedule 4.7 (c)(iv) hereto; and (v) the Company's working capital is at a true level consistent with the Company's customary practices, and accurate knowledge there are no material past due liabilities or obligations of the subject matter thereofCompany or its Subsidiaries.

Financial Data. (a) The Borrowers have Borrower has furnished to the Agent and each Lender all of the consolidated financial statements required to be so furnished through (the Closing Date pursuant to Subsection 7.1(A) and 7.1(B"Financial Statements") of the Original Agreement (the "Financials")Borrower and its Subsidiaries based on financial data as of September 26, 1997. The Financials Financial Statements are complete and accurate and fairly represents the consolidated assets, liabilities, financial condition and results of operations of the Borrower in accordance with Generally Accepted Accounting Principles, consistently applied, as of September 26, 1997 (subject to normal year-end adjustment) and the books consolidated results of its operations for the respective periods then ended (subject to normal year-end adjustments). There are no omissions from the Financial Statements or other facts and records circumstances not reflected in the Financial Statements which are or may be material. Except as contemplated hereby or otherwise permitted by the Financing Agreements, since the date of Rail the Financial Statements through the Effective Date, neither the Borrower nor any Subsidiary has: (i) except with respect to Contingent Retail Store Obligations and Permitted Liens, incurred any debts, obligations, or liabilities (absolute, accrued, or contingent and whether due or to become due) except current liabilities incurred in the ordinary course of business which (individually or in the aggregate) will not have a Material Adverse Effect; (ii) except with respect to Contingent Retail Store Obligations and Permitted Liens, paid any obligation or liability other than current liabilities in the ordinary course of business, or discharged or satisfied any Liens other than those securing current liabilities, in each case in the ordinary course of business; (iii) declared or made any Restricted Payment or obligated itself to do so; (iv) except with respect to Contingent Retail Store Obligations and Permitted Liens, mortgaged, pledged, or subjected to any Lien on any of its Subsidiaries Property; (v) except with respect to Contingent Retail Store Obligations and Permitted Liens, sold, transferred, or leased any of its Property except in the usual and ordinary course of business; (vi) except with respect to Contingent Retail Store Obligations and Permitted Liens, entered into any transaction other than in the usual and ordinary course of business; (vii) encountered any labor difficulties or labor union organizing activities; (viii) except as disclosed on EXHIBIT 6.1-2, issued or sold any shares of capital stock or other securities or granted any options or similar rights with respect thereto other than pursuant hereto; or (ix) except with respect to Contingent Retail Store Obligations and Permitted Liens, agreed to do any of the foregoing other than pursuant hereto. (b) The Borrower has also furnished to the Agent and each Lender initial Projections for the Borrower dated as of the Effective Date and attached as EXHIBIT 6.4, containing the information required by clause (v) of SUBSECTION 7.1. The initial Projections have been prepared, and all Projections hereafter delivered in accordance with clause (v) of SUBSECTION 7.1 shall be prepared, by an Authorized Officer on the basis of the assumptions set forth therein and do represent, and in the future will represent, the best available good faith estimate of the Borrower's management regarding the course of business of the Borrower and each Subsidiary for the periods covered thereby. The assumptions set forth in the initial Projections are, and the assumptions set forth in the future Projections delivered hereafter shall be, reasonable and realistic based on then current economic conditions. The Projections represent the good faith belief of the Borrower as to reasonably achievable results and the Borrower has no knowledge of any reason (other than unexpected adverse general economic conditions) that would cause the Projections not to be achieved. (c) The Borrower has also provided to the Agent and each Lender audited statements of income and cash flow and balance sheets for the Borrower and each Subsidiary on a consolidated basis for each of the three (3) most recent Fiscal Years ending with December 29, 1996 certified by Ernst & Young L.L.P. and such financial statements fairly present the financial condition of Rail and its Subsidiaries at the dates thereof and the results of operations of Rail the Borrower and its Subsidiaries for the periods indicated and the Financials have been prepared therein, in accordance with GAAP. In additionGenerally Accepted Accounting Principles, Deco has furnished to each Lender a consolidated balance sheet of Deco and its subsidiaries as of June 1, 1996 (the "Deco Opening Balance Sheet"). To the best of Deco's knowledge, the Deco Opening Balance Sheet is in accordance with the books and records of Deco and its subsidiaries and fairly presents the financial condition of Deco and its subsidiaries at the date hereof, and it has been prepared in accordance with GAAP. The historical financial statements to be furnished to Lenders in accordance with Subsection 7.1 hereof will be in accordance with the books and records of Rail and its Subsidiaries and will fairly present the financial condition of Rail and its Subsidiaries at the dates thereof and the results of operations of Rail and its Subsidiaries for the periods indicated (subject, in the case of unaudited financial statements, to normal year-end adjustments) and such financial statements will be prepared in conformity with GAAP consistently applied throughout the periods involved. Since the date of the Financials, there have been no changes in the condition, financial or otherwise, of Rail and its Subsidiaries as shown on the Financials, except (a) as contemplated herein, and (b) for changes in the ordinary course of business (none of which individually or in the aggregate has been materially adverse). All information, reports and other papers and data furnished to Agent or any Lender are or will be, at the time the same are so furnished to Agent or any Lender, accurate and correct in all material respects and complete insofar as completeness may be necessary to give Agent and the Lenders a true and accurate knowledge of the subject matter thereofapplied.

Financial Data. The Borrowers have Borrower Representative has furnished to each Lender all Agent and Lenders audited consolidated financial statements of the Company and its Subsidiaries for the fiscal year ended September 30, 1999 and unaudited consolidated financial statements required to be so furnished through the Closing Date pursuant to Subsection 7.1(A) and 7.1(B) of the Original Agreement Company and its Subsidiaries for the nine-month period ending June 30, 2000 (the "Financials"), in each case as filed with the Securities Exchange Commission. The Financials are in accordance with the books and records of Rail the Company and its Subsidiaries and fairly present in all material respects the consolidated financial condition of Rail the Company and its Subsidiaries at the dates thereof and the results of operations of Rail and its Subsidiaries for the periods indicated (subject to normal year-end adjustments in the case of unaudited Financials) and the Financials have been prepared in accordance with GAAP. In addition, Deco has furnished GAAP (subject to each Lender a consolidated balance sheet the absence of Deco and its subsidiaries as footnotes in the case of June 1, 1996 (the "Deco Opening Balance Sheet"unaudited Financials). To the best of Deco's knowledge, the Deco Opening Balance Sheet is in accordance with the books and records of Deco and its subsidiaries and fairly presents the financial condition of Deco and its subsidiaries at the date hereof, and it has been prepared in accordance with GAAP. The historical financial statements to be furnished to Agent and Lenders in accordance with Subsection subsection 7.1 hereof will be in accordance with the books and records of Rail the Company and its Subsidiaries and will fairly present in all material respects the financial condition of Rail the Company and its Subsidiaries at the dates thereof and the results of operations of Rail and its Subsidiaries for the periods indicated (subject, in the case of unaudited financial statements, to normal year-end adjustmentsadjustments and the absence of footnotes) and such financial statements will be prepared in conformity with GAAP consistently applied throughout the periods involved. Since the date of the Financials, there have been no changes in the condition, financial or otherwise, of Rail the Company and its Subsidiaries as shown on the Financials, except (a) as contemplated herein, and (b) for changes in the ordinary course of business (none of which individually or in the aggregate has been materially adverse). Borrower Representative has also furnished to Agent and Lenders the projections of the Company and its Subsidiaries on a consolidated and consolidating basis for the period through September 30, 2001 (the "Projections"). The Projections have been prepared by Borrower Representative in light of the Company's and its Subsidiaries' operations, represent the good faith estimate of the Borrower Representative and its senior management concerning the projected course of the Loan Parties business and have been prepared in accordance with GAAP. All information, reports and other papers and data furnished to Agent or any Lender and Lenders are or will be, at the time the same are so furnished to Agent or any Lender, accurate and correct in all material respects and complete insofar as completeness may be necessary to give Agent and the Lenders Lender, in all material respects, a true and accurate knowledge of the subject matter thereof.

Financial Data. (a) The Borrowers have furnished to each Lender all financial data set forth on Section 3.6 of the financial statements required to be so furnished through Seller Disclosure Schedule (collectively, the Closing Date pursuant to Subsection 7.1(A“Financial Data”) were prepared in good faith and 7.1(B) of the Original Agreement (the "Financials"). The Financials are in accordance with derived from the books and records of Rail Seller and its Subsidiaries and fairly present the financial condition of Rail and its Subsidiaries at the dates thereof and the results of operations of Rail and its Subsidiaries for the periods indicated and the Financials Subsidiaries. The Financial Data have been prepared in accordance with GAAP. In addition, Deco has furnished to on a consistent basis for each Lender a consolidated balance sheet period presented, and fairly present in all material respects the financial position, assets, and results of Deco and its subsidiaries operations of the Business as of June 1the dates and for the fiscal periods presented therein, 1996 subject to (i) the "Deco Opening Balance Sheet")fact that the Business was not operated on a stand-alone basis during such periods and stand-alone financial data has not been historically prepared for the Business, (ii) the fact that the Financial Data (including the allocations and estimations made by the management of Seller in preparing such Financial Data) (A) are not necessarily indicative of the financial position and results of operations of the Business that would have resulted if the Business had been operated on a stand-alone basis during such periods and (B) may not be indicative of what the financial position and results of operations of the Business will be in the future, and (iii) the fact that the Financial Data does not contain the statements of cash flows and shareholders’ equity and all footnotes and other presentation items required under GAAP. To Except for those representations and warranties contained in this Section 3.6, Seller makes no other representations or warranties in this Section 3.6 with respect to the best Financial Data or, for the avoidance of Deco's knowledgedoubt, any financial information relating to the Transferred Joint Ventures or their Subsidiaries (“Joint Venture Financial Information”) which is included in the Financial Data or as to other information included therein which is based upon or includes the Joint Venture Financial Information. (b) Seller further represents and warrants to Buyer that, as of the dates the 2021 Audited Financial Statements and the 2022 Audited Financial Statements are delivered to Buyer (respectively) and as of the Closing Date, the Deco Opening Balance Sheet is 2021 Audited Financial Statements and the 2022 Audited Financial Statements (as applicable) (i) will have been prepared in accordance with good faith and derived from the books and records of Deco Seller and its subsidiaries and fairly presents the financial condition of Deco and its subsidiaries at the date hereofSubsidiaries, and it has (ii) will have been prepared in accordance with GAAP. The historical financial statements to be furnished to Lenders in accordance with Subsection 7.1 hereof will be in accordance with the books , on a consistent basis for each period presented, and records of Rail and its Subsidiaries and (iii) will fairly present the financial condition of Rail and its Subsidiaries at the dates thereof and the results of operations of Rail and its Subsidiaries for the periods indicated (subject, in the case of unaudited financial statements, to normal year-end adjustments) and such financial statements will be prepared in conformity with GAAP consistently applied throughout the periods involved. Since the date of the Financials, there have been no changes in the condition, financial or otherwise, of Rail and its Subsidiaries as shown on the Financials, except (a) as contemplated herein, and (b) for changes in the ordinary course of business (none of which individually or in the aggregate has been materially adverse). All information, reports and other papers and data furnished to Agent or any Lender are or will be, at the time the same are so furnished to Agent or any Lender, accurate and correct in all material respects the financial position, assets, liabilities, results of operations and complete insofar as completeness may be necessary to give Agent and the Lenders a true and accurate knowledge cash flows of the subject matter thereofBusiness as of the dates and for the fiscal periods presented therein.

Financial Data. The Borrowers have Rail has furnished to each Lender all of the Lenders the audited financial statements required to be so furnished through of Rail and its Subsidiaries dated July 31, 1994 and 1995 and interim financial statements of Rail and its Subsidiaries for the Closing Date pursuant to Subsection 7.1(Anine (9) month period ending on April 30, 1996 and 7.1(Binternal financial statements for the eleven (11) of the Original Agreement month period ending on June 30, 1996 (the "Financials"). The Financials are in accordance with the books and records of Rail and its Subsidiaries and fairly present the financial condition of Rail and its Subsidiaries at the dates thereof and the results of operations of Rail and its Subsidiaries for the periods indicated and the Financials have been prepared in accordance with GAAP. In addition, Deco has furnished to each Lender a consolidated balance sheet of Deco and its subsidiaries as of June 1, 1996 (the "Deco Opening Balance Sheet"). To the best of Deco's knowledge, the Deco Opening Balance Sheet is in accordance with the books and records of Deco and its subsidiaries and fairly presents the financial condition of Deco and its subsidiaries at the date hereof, and it has been prepared in accordance with GAAP. The historical financial statements to be furnished to Lenders in accordance with Subsection 7.1 hereof will be in accordance with the books and records of Rail and its Subsidiaries and will fairly present the financial condition of Rail and its Subsidiaries at the dates thereof and the results of operations of Rail and its Subsidiaries for the periods indicated (subject, in the case of unaudited financial statements, to normal year-end adjustments) and such financial statements will be prepared in conformity with GAAP consistently applied throughout the periods involved. Since the date of the Financials, there have been no changes in the condition, financial or otherwise, of Rail and its Subsidiaries as shown on the Financials, except (a) as contemplated herein, and (b) for changes in the ordinary course of business (none of which individually or in the aggregate has been materially adverse). All information, reports and other papers and data furnished to Agent or any Lender are or will be, at the time the same are so furnished to Agent or any Lender, accurate and correct in all material respects and complete insofar as completeness may be necessary to give Agent and the Lenders a true and accurate knowledge of the subject matter thereof.

Financial Data. The Borrowers Furnish to the Agent and each Lender: (a) Within five (5) Business Days after an Executive Officer of the Borrower shall have furnished obtained knowledge of the occurrence of an Event of Default and/or an Unmatured Event of Default, the written statement of the chief executive officer, chief operating officer, chief financial officer or treasurer of the Borrower setting forth the details of each such Event of Default or Unmatured Event of Default which has occurred and is continuing and the action which the Borrower proposes to each Lender all take with respect thereto. (b) Within forty-five (45) days (or in the case of the financial statements required to be so furnished through referenced in Sections 5.1.1(b)(ii), sixty (60) days) after the Closing Date pursuant to Subsection 7.1(A) and 7.1(Bend of each Fiscal Quarter (except the last Fiscal Quarter) of each Fiscal Year of the Original Agreement Borrower, (i) unaudited financial statements consisting of a consolidated balance sheet of the "Financials"). The Financials are in accordance with the books and records of Rail Borrower and its Subsidiaries and fairly present the financial condition of Rail and its Subsidiaries as at the dates thereof end of such quarter and a consolidated statement of income and a consolidated statement of cash flows of the results of operations of Rail Borrower and its Subsidiaries for such quarter and for the periods indicated portion of the fiscal year through such quarter, all in reasonable detail and certified (subject to normal year-end audit adjustments) on behalf of the Financials have Borrower by the chief executive officer, chief financial officer, chief accounting officer or treasurer of the Borrower as having been prepared in accordance with GAAP. In additiongenerally accepted accounting principles consistently applied, Deco has furnished to each Lender (ii) unaudited financial statements consisting of a consolidated balance sheet of Deco the Borrower and its subsidiaries Subsidiaries as at the end of June 1, 1996 (such quarter and a consolidated statement of income and a consolidated statement of cash flows of the "Deco Opening Balance Sheet"). To the best of Deco's knowledge, the Deco Opening Balance Sheet is in accordance with the books and records of Deco Borrower and its subsidiaries Subsidiaries for such quarter and fairly presents for the portion of the fiscal year through such quarter, all in reasonable detail and certified (subject to normal year-end audit adjustments) on behalf of the Borrower by the chief executive officer, chief operating officer, chief financial condition officer, chief accounting officer or treasurer of Deco and its subsidiaries at the date hereof, and it has Borrower as having been prepared in accordance with GAAPgenerally accepted accounting principles consistently applied (except that in such statements S-CC shall be accounted for utilizing the equity method) and (iii) a schedule setting forth the computation of Excess Cash Flow for the Fiscal Quarter then ended (an "Excess Cash Flow Schedule"). The historical financial statements delivered pursuant to Section 5.1.1(b)(i) shall be furnished accompanied by a certificate from such officer addressed to the Lenders substantially in accordance the form of Exhibit 5.1.1, to the extent applicable, stating that no Event of Default and no Unmatured Event of Default has come to his attention which was continuing at the end of such quarter or on the date of his certificate, or if such an Event of Default or Unmatured Event of Default has come to his attention and was continuing at the end of such quarter or on the date of his certificate, indicating the nature of such Event of Default or Unmatured Event of Default and the action which the Borrower proposes to take with Subsection 7.1 hereof will be respect thereto. Such certificate shall also detail the amount of any Discretionary Funds originating during such Fiscal Quarter, any utilization of Discretionary Funds during such Fiscal Quarter, the amount of the Discretionary Funds Basket and the Dividend Basket as of the end of such Fiscal Quarter, the amount of any Debt Basket Proceeds and Excess Excluded Sales Proceeds remaining in accordance the Discretionary Funds Basket after any utilization thereof and any utilization of the Dividend Basket for Investments, Acquisitions or Capital Expenditures during such Fiscal Quarter and shall set forth detailed computations as to the Borrower's compliance with the books covenants set forth in Sections 5.2.1 (with respect to clause (o) of the definition of Permitted Liens), 5.2.2, 5.2.3, 5.2.5, 5.2.7, 5.2.9, 5.2.11, 5.2.12, 5.2.15, 5.3.1 and records 5.3.2 and detailed computations showing whether an adjustment of Rail and its Subsidiaries and will fairly present Borrowing Margins pursuant to Section 2.9 is required. To the extent that the accounting principles utilized in the preparation of any financial statements delivered by the Borrower pursuant to Section 5.1.1(b) or (c) are at variance with the Agreement Accounting Principles (other than accounting for S-CC utilizing the equity method for purposes of the financial condition statements delivered pursuant to Sections 5.1.1(b)(ii) and 5.1.1(c)(ii)), such financial statements shall be accompanied by a statement detailing the nature of Rail such variance. In addition to the consolidated financial statements delivered pursuant to Section 5.1.1 (b)(i), the Borrower will provide, as soon as available and its Subsidiaries in any event within sixty (60) days after the end of each Fiscal Quarter (except the last Fiscal Quarter) of each Fiscal Year of Stone-Canada, unaudited financial statements consisting of a balance sheet and statement of stockholders' equity of Stone-Canada as at the dates thereof end of such quarter and the results a statement of operations income and cash flows of Rail Stone-Canada for such quarter and its Subsidiaries for the periods indicated portion of the fiscal year through such quarter, all in reasonable detail and certified (subject, in the case of unaudited financial statements, subject to normal year-end audit adjustments) and such on behalf of Stone-Canada by the chief executive officer, chief operating officer, chief financial officer or treasurer of Stone-Canada as having been prepared in accordance with generally accepted accounting principles consistently applied. (c) Within ninety (90) days after the end of each Fiscal Year of the Borrower, (i) financial statements will be prepared in conformity with GAAP consistently applied throughout the periods involved. Since the date consisting of a consolidated balance sheet and statement of stockholders' equity of the Financials, there have been no changes in the condition, financial or otherwise, of Rail Borrower and its Subsidiaries as shown at the end of such fiscal year and a consolidated statement of income and a consolidated statement of cash flows of the Borrower and its Subsidiaries for such fiscal year, setting forth in comparative form the corresponding figures for the preceding fiscal year, certified without qualification as to scope of audit by independent public accountants of ecognized national standing and reputation selected by the Borrower, (ii) unaudited financial statements, consisting of a consolidated balance sheet of the Borrower and its Subsidiaries as at the end of such fiscal year and a consolidated statement of income and a consolidated statement of cash flows of the Borrower and its Subsidiaries for such fiscal year, all in reasonable detail and certified on behalf of the FinancialsBorrower by the chief executive officer, chief financial officer, chief accounting officer or treasurer of the Borrower as having been prepared in accordance with generally accepted accounting principles consistently applied (except (athat in such statements S-CC shall be accounted for utilizing the equity method) as contemplated herein, and (biii) an Excess Cash Flow Schedule setting forth the computation of Excess Cash Flow for changes the last Fiscal Quarter in the ordinary course of business (none of which individually or in the aggregate has been materially adverse)Fiscal Year then ended. All information, reports and other papers and data furnished The financial statements delivered pursuant to Agent or any Lender are or will be, at the time the same are so furnished to Agent or any Lender, accurate and correct in all material respects and complete insofar as completeness may be necessary to give Agent and the Lenders a true and accurate knowledge of the subject matter thereof.Section 5.1.1

Financial Data. The Borrowers (a) USHG and the Company have furnished to each Lender all of the Purchasers (i) audited consolidated and consolidating financial statements required of USHG and its consolidated Subsidiaries for the fiscal years ended June 30, 1999 through June 30, 2001, certified by USHG's independent certified public accountants, and (ii) unaudited interim financial statements of USHG and its consolidated Subsidiaries for the period beginning July 1, 2001 and ending on October 31, 2001 (collectively referred to be so furnished through the Closing Date pursuant to Subsection 7.1(A) and 7.1(B) of the Original Agreement (as the "FinancialsFinancial Statements"). The Financials are All of the Financial Statements have been prepared in accordance with the books and records of Rail and its Subsidiaries GAAP, and fairly present the financial condition of Rail USHG and its consolidated Subsidiaries at the dates thereof and the results of operations for the periods indicated. Since June 30, 2001, there has been no event or condition which would constitute a Material Adverse Effect. (b) The Company and USHG have furnished to the Purchasers the following, copies of Rail which are attached hereto as Schedule 4.7(b) (collectively, the "Projections"): (i) consolidated and consolidating projected financial statements for USHG and its consolidated Subsidiaries for the periods indicated fiscal year ending on June 30, 2002, presented on a monthly basis, (ii) consolidated projected financial statements for USHG and its consolidated Subsidiaries for the Financials following four fiscal years, presented on an annual basis, including projected balance sheets, projected funds flow statements and projected profit and loss statements, and (iii) a calculation of Consolidated Excess Cash for each month during the first twelve months after Closing, including a description of the elements thereof. The Projections have been prepared to reasonably reflect the application of GAAP to such periods, as determined in good faith by USHG and the Company and their financial personnel in light of the past business of USHG and its consolidated Subsidiaries, and represent the good faith belief of each of the Company and USHG as to the anticipated course of the business of USHG and its consolidated Subsidiaries; and neither the Company nor USHG is aware of any adverse development which has occurred since the date of the preparation of the Projections that would materially affect the Projections. Neither the Company nor USHG has any knowledge or reason to believe that the future financial results of USHG and its consolidated Subsidiaries will not be at least as favorable as reflected in the Projections; however, the Projections are not a guaranty of future performance. (c) The Company and USHG have furnished to the Purchasers a consolidated and consolidating pro forma balance sheet (the "Pro Forma Balance Sheet") reflecting the financial condition of USHG and its consolidated Subsidiaries as at the Closing Date or a recent date prior to the Closing Date, on the assumption that the closing of the Transactions (including the issuance and sale of the Notes and Warrants) occurred on such date. Such balance sheet, a copy of which is attached hereto as Schedule 4.7(c), was prepared in good faith and in accordance with GAAP, and fairly presents, on a pro forma basis, the financial position of USHG and its consolidated Subsidiaries as at the date thereof, assuming that the Transactions (including the issuance and sale of the Notes and Warrants) had then been completed. Except as disclosed on Schedule 4.7(c), immediately after the Closing and after giving effect to the Transactions, none of the Corporations will have any Indebtedness or other material liabilities, contingent or otherwise, which are not reflected in the Pro Forma Balance Sheet or the Financial Statements. In addition: (i) As of the Closing Date, Deco has furnished all notes payable to each Lender a consolidated balance sheet Corporation and accounts receivable of Deco and each Corporation are properly reflected on its subsidiaries as of June 1, 1996 (the "Deco Opening Balance Sheet"). To the best of Deco's knowledge, the Deco Opening Balance Sheet is in accordance with the books and records of Deco and its subsidiaries and fairly presents the financial condition of Deco and its subsidiaries at the date hereof, and it has been prepared in accordance with GAAP. The historical financial statements are valid receivables subject to be furnished to Lenders in accordance with Subsection 7.1 hereof will be in accordance with the books and records of Rail and its Subsidiaries and will fairly present the financial condition of Rail and its Subsidiaries at the dates thereof and the results of operations of Rail and its Subsidiaries for the periods indicated (subject, in the case of unaudited financial statements, to normal year-end adjustments) and such financial statements will be prepared in conformity with GAAP consistently applied throughout the periods involved. Since the date of the Financials, there have been no changes in the condition, financial setoffs or otherwise, of Rail and its Subsidiaries as shown on the Financials, except (a) as contemplated herein, and (b) for changes counterclaims other than in the ordinary course of business consistent with prior fiscal years, and such notes due and accounts receivable are not due from any related party or Affiliate of any kind (none other than Robert Kassel's promissory note (the "Kassel Note") in favor of which individually or xxx Xxxxxxx xxxcribed in Schedule 4.25(d) hereto); (ii) the accounts receivable reflected on the balance sheets included in the aggregate has Financial Statements and on the Pro Forma Balance Sheet, or thereafter acquired by any Corporation through the Closing Date, have been materially adverse). All informationcollected, reports and other papers and data furnished to Agent or any Lender are or will becollectible, at the time aggregate gross recorded amounts thereof less the same allowances for doubtful accounts reflected therein (it being acknowledged, that discounts, rebates and other adjustments offered to customers in the ordinary course of business and consistent with past practice ("Sales Allowances") may on occasion be offset against accounts receivable by customers, however all such Sales Allowances are so furnished to Agent properly accrued for in the Financial Statements and the Pro Forma Balance Sheet) and such accounts receivable are not due from any related party or Affiliate of any Lenderkind (other than the Kassel Note); none of the Corporations has employed any invoice dating procedures or other special credit or delivery terms with any customer; and each of the Corporations has administered its accounts receivable in the ordinary course in accordance with past practice; (iii) the inventories reflected on the balance sheets included in the Financial Statements and on the Pro Forma Balance Sheet, accurate and correct or thereafter acquired by any Corporation through the Closing Date, are in all material respects of a quality and complete insofar as completeness may be necessary quantity usable or saleable in the normal course of the business of such Corporation at values at least equal to give Agent the values at which such items are carried on such Corporation's books subject to any reserves disclosed in such balance sheet, and have not been acquired from any related party or Affiliate of any kind. The values at which such inventories are carried on the Lenders Financial Statements reflect the normal inventory valuation policy of such Corporation, stating inventories at the lower of cost (on a true and accurate first-in-first-out basis) or market; and, to the best knowledge of the subject matter Company and USHG, such inventories are saleable at gross margins consistent with historical results; (iv) none of the Corporations has delayed or postponed the payment of accounts payable and other liabilities except as set forth on Schedule 4.7(c)(iv) hereto, and in any event any such delay or postponement does not now create, and is not reasonably likely to create, any penalty, cost, reversal of pricing discounts, loss of beneficial supply or similar rights, or any default with any other party which is not already reflected or contemplated in the Financial Statements, the Pro Forma Balance Sheet and the Projections, other than reasonable and customary late payment charges or which are otherwise set forth on Schedule 4.7 (c)(iv) hereto; and (v) each Corporation's working capital is at a level consistent with such Corporation's customary practices except as set forth on Schedule 4.7(c)(iv) hereto, and there are no material past due liabilities or obligations of such Corporation, other than those referred to in clause (iv) above. (d) The Company and USHG have furnished to the Purchasers a correct and complete calculation of Consolidated Excess Cash as of the Closing Date, including a description of the elements thereof, a copy of which is attached hereto as Schedule 4.7(d).

Financial Data. The Borrowers Furnish to the Agent and each Lender: (a) Within five (5) Business Days after an Executive Officer of the Borrower shall have furnished obtained knowledge of the occurrence of an Event of Default and/or an Unmatured Event of Default, the written statement of the chief executive officer, chief operating officer, chief financial officer or treasurer of the Borrower setting forth the details of each such Event of Default or Unmatured Event of Default which has occurred and is continuing and the action which the Borrower proposes to each Lender all take with respect thereto. (b) Within forty-five (45) days (or in the case of the financial statements required to be so furnished through referenced in Sections 5.1.1(b)(ii), sixty (60) days) after the Closing Date pursuant to Subsection 7.1(A) and 7.1(Bend of each Fiscal Quarter (except the last Fiscal Quarter) of each Fiscal Year of the Original Agreement Borrower, (i) unaudited financial statements consisting of a consolidated balance sheet of the "Financials"). The Financials are in accordance with the books and records of Rail Borrower and its Subsidiaries and fairly present the financial condition of Rail and its Subsidiaries as at the dates thereof end of such quarter and a consolidated statement of income and a consolidated statement of cash flows of the results of operations of Rail Borrower and its Subsidiaries for such quarter and for the periods indicated portion of the fiscal year through such quarter, all in reasonable detail and certified (subject to normal year-end audit adjustments) on behalf of the Financials have Borrower by the chief executive officer, chief financial officer, chief accounting officer or treasurer of the Borrower as having been prepared in accordance with GAAP. In additiongenerally accepted accounting principles consistently applied, Deco has furnished to each Lender (ii) unaudited financial statements consisting of a consolidated balance sheet of Deco the Borrower and its subsidiaries Subsidiaries as at the end of June 1, 1996 (such quarter and a consolidated statement of income and a consolidated statement of cash flows of the "Deco Opening Balance Sheet"). To the best of Deco's knowledge, the Deco Opening Balance Sheet is in accordance with the books and records of Deco Borrower and its subsidiaries Subsidiaries for such quarter and fairly presents for the portion of the fiscal year through such quarter, all in reasonable detail and certified (subject to normal year-end audit adjustments) on behalf of the Borrower by the chief executive officer, chief operating officer, chief financial condition officer, chief accounting officer or treasurer of Deco and its subsidiaries at the date hereof, and it has Borrower as having been prepared in accordance with GAAPgenerally accepted accounting principles consistently applied (except that in such statements S-CC shall be accounted for utilizing the equity method) and (iii) a schedule setting forth the computation of Excess Cash Flow for the Fiscal Quarter then ended (an "Excess Cash Flow Schedule"). The historical financial statements delivered pursuant to Section 5.1.1(b)(i) shall be furnished accompanied by a certificate from such officer addressed to the Lenders substantially in accordance with Subsection 7.1 hereof will be in accordance with the books form of Exhibit 5.1.1, to the extent applicable, stating that no Event of Default and records no Unmatured Event of Rail and its Subsidiaries and will fairly present the financial condition of Rail and its Subsidiaries Default has come to his attention which was continuing at the dates thereof and the results end of operations of Rail and its Subsidiaries for the periods indicated (subject, in the case of unaudited financial statements, to normal year-end adjustments) and such financial statements will be prepared in conformity with GAAP consistently applied throughout the periods involved. Since quarter or on the date of his certificate, or if such an Event of Default or Unmatured Event of Default has come to his attention and was continuing at the Financialsend of such quarter or on the date of his certificate, there have been no changes indicating the nature of such Event of Default or Unmatured Event of Default and the action which the Borrower proposes to take with respect thereto. Such certificate shall also detail the amount of any Discretionary Funds originating during such Fiscal Quarter, any utilization of Discretionary Funds during such Fiscal Quarter, the amount of the Discretionary Funds Basket and the Dividend Basket as of the end of such Fiscal Quarter, the amount of any Debt Basket Proceeds and Excess Excluded Sales Proceeds remaining in the condition, financial or otherwise, of Rail Discretionary Funds Basket after any utilization thereof and its Subsidiaries as shown on the Financials, except (a) as contemplated herein, and (b) for changes in the ordinary course of business (none of which individually or in the aggregate has been materially adverse). All information, reports and other papers and data furnished to Agent or any Lender are or will be, at the time the same are so furnished to Agent or any Lender, accurate and correct in all material respects and complete insofar as completeness may be necessary to give Agent and the Lenders a true and accurate knowledge utilization of the subject matter thereofDividend Basket for Investments, Acquisitions or Capital Expenditures during such Fiscal Quarter and shall set forth detailed computations as to the Borrower's compliance with the covenants set forth in Sections 5.2.1 (with respect to clause (o) of the definition of Permitted Liens), 5.2.2, 5.2.3, 5.2.5, 5.2.7, 5.2.9, 5.2.11, 5.2.12, 5.2.15, 5.3.1 and 5.

Financial Data. (a) The Borrowers have furnished provided to the Agent and each Lender all (i) audited statements of income and cash flow and balance sheets for the Parent and its Subsidiaries on a consolidated and consolidating basis for each of the financial three (3) most recent Fiscal Years and (ii) unaudited statements required to be so furnished through of income and cash flow and balance sheets for the Closing Date pursuant to Subsection 7.1(A) Parent and 7.1(B) its Subsidiaries on a consolidated and consolidating basis as of August 31, 1997 and for the Original Agreement eight (8) months then ended (collectively the "FinancialsFinancial Statements"). The Financials are in accordance with the books and records of Rail and its Subsidiaries and Financial Statements fairly present the financial condition of Rail and its Subsidiaries at the dates thereof and the results of operations of Rail the Parent and its Subsidiaries for the periods indicated and the Financials have been prepared therein, in accordance with GAAP. In additionGenerally Accepted Accounting Principles, Deco has furnished to each Lender a consolidated balance sheet of Deco and its subsidiaries as of June 1, 1996 consistently applied (the "Deco Opening Balance Sheet"). To the best of Deco's knowledge, the Deco Opening Balance Sheet is in accordance with the books and records of Deco and its subsidiaries and fairly presents the financial condition of Deco and its subsidiaries at the date hereof, and it has been prepared in accordance with GAAP. The historical financial statements to be furnished to Lenders in accordance with Subsection 7.1 hereof will be in accordance with the books and records of Rail and its Subsidiaries and will fairly present the financial condition of Rail and its Subsidiaries at the dates thereof and the results of operations of Rail and its Subsidiaries for the periods indicated (subject, in the case of unaudited financial statements, subject to normal year-end adjustments) and such financial statements will be prepared in conformity with GAAP consistently applied throughout the periods involvedadjustment). Since the date As of the FinancialsClosing Date, there have been no changes in the conditionFinancial Statements are complete and accurate and fairly represents the assets, liabilities, financial or otherwise, condition and results of Rail operations of Parent and its Subsidiaries as shown on in accordance with Generally Accepted Accounting Principles, consistently applied, but taking into account the Financials, except (a) transactions contemplated by this Agreement. There are no omissions from the Financial Statements or other facts and circumstances not reflected in the Financial Statements which are or may be material. Except as contemplated hereinhereby, since July 1, 1997, neither the Parent nor any Borrower has: (i) incurred any debts, obligations, or liabilities (absolute, accrued, or contingent and (bwhether due or to become due) for changes except current liabilities incurred in the ordinary course of business which (none of which individually or in the aggregate aggregate) could not reasonably be expected to have a Material Adverse Effect; (ii) paid any obligation or liability other than current liabilities in the ordinary course of business, or discharged or satisfied any Liens other than those securing current liabilities, in each case in the ordinary course of business; (iii) declared or made any Restricted Payment or obligated itself to do so; (iv) mortgaged, pledged, or subjected to any Lien on any of its Property except Permitted Liens; (v) except as permitted by SUBSECTION 8.7, sold, transferred, or leased any of its Property; (vi) suffered any physical damage, destruction, or loss (whether or not covered by insurance) which could reasonably be expected to have a Material Adverse Effect; (vii) entered into any transaction other than in the usual and ordinary course of business and other than as contemplated hereby; (viii) encountered any labor difficulties or labor union organizing activities; (ix) issued or sold any shares of capital stock or other securities or granted any options or similar rights with respect thereto; or (x) agreed to do any of the foregoing other than pursuant hereto. Since July 1, 1997, there has been materially adverse). All informationno material adverse change in the business, reports properties, operations or condition (financial or otherwise) or business prospects of the Parent and other papers and data its Subsidiaries taken as a whole. (b) Each Borrower has also furnished to the Agent or any and each Lender are or initial Projections dated as of the Closing Date and attached as EXHIBIT 6.4. The initial Projections have been prepared, and all Projections hereafter delivered in accordance with clause (iv) of SUBSECTION 7.1 shall be prepared on the basis of the assumptions set forth therein and do represent, and in the future will represent, the good faith estimate of the Borrowers' management regarding the course of business of Borrowers and their Subsidiaries for the periods covered thereby. The assumptions set forth in the initial Projections are, and the assumptions set forth in the future Projections delivered hereafter shall be, at reasonable and realistic based on then current economic conditions. The Projections represent the time good faith belief of the same are so furnished Borrowers as to Agent or reasonably achievable results and no Borrower has any Lender, accurate and correct in all material respects and complete insofar as completeness may be necessary to give Agent and the Lenders a true and accurate knowledge of any reason (other than unexpected adverse general economic conditions) that would cause the subject matter thereofProjections not to be achieved.

Financial Data. The Borrowers have (A) Borrower has furnished to each Lender all of the audited financial statements required to be so furnished through of Borrower for the Closing Date pursuant to Subsection 7.1(A) 1998 fiscal year and 7.1(B) the unaudited financial statements of Borrower for the Original Agreement 1999 fiscal year (collectively, the "Financials") which are attached as Schedule 5.4(A). The Financials are in accordance with the books and records of Rail and its Subsidiaries Borrower and fairly present the financial condition of Rail and its Subsidiaries Borrower at the dates thereof and the results of operations of Rail and its Subsidiaries for the periods indicated and the Financials have been prepared in accordance with GAAP. In additionGAAP (except, Deco has furnished with respect to each Lender a consolidated balance sheet the unaudited financial statements for Borrower's 1999 fiscal year, for the absence of Deco footnotes and its subsidiaries as of June 1, 1996 (the "Deco Opening Balance Sheet"subject to normal year-end adjustments). To the best of Deco's knowledge, the Deco Opening Balance Sheet is in accordance with the books and records of Deco and its subsidiaries and fairly presents the financial condition of Deco and its subsidiaries at the date hereof, and it has been prepared in accordance with GAAP. The historical financial statements to be furnished to Lenders Lender in accordance with Subsection 7.1 subsection 6.1 hereof will be in accordance with the books and records of Rail and its Subsidiaries Borrower and will fairly present the financial condition of Rail and its Subsidiaries Borrower at the dates thereof and the results of operations of Rail and its Subsidiaries for the periods indicated (subject, in the case of unaudited financial statements, to normal year-end adjustments) and such financial statements will be prepared in conformity with GAAP consistently applied throughout the periods involved. Since the date of the Financials, there have been no changes in the condition, financial or otherwise, of Rail and its Subsidiaries Borrower as shown on the Financials, except (a) as contemplated herein, and (b) for changes in the ordinary course of business (none of which individually or in the aggregate has had or could reasonably be expected to have a Material Adverse Effect). (B) Borrower has also furnished to Lender its projections for the period through December 31, 2000 (the "Projections") which are attached hereto as Schedule 5.4(B). The Projections have been materially adverse)prepared by Borrower in good faith and based on estimates and assumptions believed by Borrower and Borrower's Subsidiaries and their management to be reasonable as of the date such Projections were prepared, and it is Borrower's good faith belief that, subject to such assumptions and estimates, such Projections are achievable by Borrower and its Subsidiaries. All information, reports and other papers and data furnished to Agent or any Lender are or will be, at the time the same are so furnished to Agent or any Lenderfurnished, accurate and correct in all material respects and complete insofar as completeness may be necessary to give Agent and the Lenders a true and accurate knowledge of the subject matter thereof. (C) The Pro Forma attached as Schedule 5.4

Financial Data. (a) The Borrowers have Borrower has furnished to the Agent and each Lender all consolidated financial statements (the "Financial Statements") of the Borrower and its Subsidiaries on a consolidated basis based on financial statements required to be so furnished data as of September 30, 1996 and attached as Exhibit 6.4-1. As of the date thereof, the Financial Statements are complete and accurate and fairly represent the assets, liabilities, financial condition and results of operations of the Borrower and its Subsidiaries in accordance with Generally Accepted Accounting Principles, consistently applied. Except as contemplated or permitted hereby or disclosed on Exhibit 6.4-2, since the date of the Financial Statements through the Closing Date pursuant Date, neither the Borrower nor any Subsidiary has: (i) incurred any debts, obligations, or liabilities (absolute, accrued, or contingent and whether due or to Subsection 7.1(Abecome due) except current liabilities incurred in the ordinary course of business which (individually or in the aggregate) could not reasonably be expected to have a Material Adverse Effect; (ii) paid any obligation or liability other than current liabilities in the ordinary course of business, or discharged or satisfied any Liens other than those securing current liabilities, in each case in the ordinary course of business; (iii) declared or made any Restricted Payment or obligated itself to do so; (iv) mortgaged, pledged, or subjected to any Lien on any of its Property except Permitted Liens; (v) sold, transferred, or leased any of its Property except in the usual and 7.1(Bordinary course of business; (vi) suffered any physical damage, destruction, or loss (whether or not covered by insurance) which could reasonably be expected to have a Material Adverse Effect; (vii) entered into any transaction other than in the usual and ordinary course of business and other than as 55 (b) The Borrower has also furnished to the Agent and each Lender initial Projections dated as of the Original Agreement (Closing Date and attached as Exhibit 6.4-3, containing the "Financials")information required by subsection 7.1. The Financials are initial Projections have been prepared, and all Projections hereafter delivered in accordance with subsection 7.1(iv) shall be prepared, by the books chief financial officer of the Borrower on the basis of the assumptions set forth therein and records do represent, and in the future will represent, the best available good faith estimate of Rail the Borrower's management regarding the course of business of the Borrower and each Subsidiary for the periods covered thereby. The assumptions set forth in the initial Projections are, as of the Closing Date, and the assumptions set forth in the future Projections delivered hereafter shall be, reasonable and realistic based on then current economic conditions. As of the date of submission, the Projections represent the good faith belief of the Borrower as to reasonably achievable results for the applicable period and the Borrower does not have any knowledge of any reason (other than unexpected adverse general economic conditions) that would cause the Projections not to be achieved. Notwithstanding the foregoing, the Agent and the Lenders acknowledge that the Projections are and will be estimates only, and that the Borrower makes no representation or warranty that any of the Projections will be met. (c) The Borrower has also provided to the Agent and each Lender (i) audited statements of income and cash flow and balance sheets for the Borrower and its Subsidiaries on a consolidated basis for each of the three (3) most recent Fiscal Years and (ii) unaudited draft statements of income and cash flow and balance sheets for the Borrower and its Subsidiaries on a consolidated basis as of March 31, 1997 and for the six months then ended and such financial statements fairly present the financial condition of Rail and its Subsidiaries at the dates thereof and the results of operations of Rail the Borrower and its Subsidiaries for the periods indicated and the Financials have been prepared therein, in accordance with GAAP. In additionGenerally Accepted Accounting Principles, Deco has furnished to each Lender a consolidated balance sheet of Deco and its subsidiaries as of June 1, 1996 consistently applied (the "Deco Opening Balance Sheet"). To the best of Deco's knowledge, the Deco Opening Balance Sheet is in accordance with the books and records of Deco and its subsidiaries and fairly presents the financial condition of Deco and its subsidiaries at the date hereof, and it has been prepared in accordance with GAAP. The historical financial statements to be furnished to Lenders in accordance with Subsection 7.1 hereof will be in accordance with the books and records of Rail and its Subsidiaries and will fairly present the financial condition of Rail and its Subsidiaries at the dates thereof and the results of operations of Rail and its Subsidiaries for the periods indicated (subject, in the case of unaudited financial statements, subject to normal year-end adjustments) and such financial statements will be prepared in conformity with GAAP consistently applied throughout the periods involved. Since the date of the Financials, there have been no changes in the condition, financial or otherwise, of Rail and its Subsidiaries as shown on the Financials, except (a) as contemplated herein, and (b) for changes in the ordinary course of business (none of which individually or in the aggregate has been materially adverseadjustment). All information, reports and other papers and data furnished to Agent or any Lender are or will be, at the time the same are so furnished to Agent or any Lender, accurate and correct in all material respects and complete insofar as completeness may be necessary to give Agent and the Lenders a true and accurate knowledge of the subject matter thereof.

Financial Data. The Borrowers have Borrower has furnished to the Agent and each Lender all of the (a) its audited consolidated financial statements required dated December 31, 1996, (b) its unaudited interim consolidated financial statements dated December 31, 1997 and (c) Projections dated March 15, 1998 (covering only the period January 1, 1998 to be so furnished through the Closing Date pursuant and including December 31, 1998) (collectively referred to Subsection 7.1(A) and 7.1(B) of the Original Agreement (as the "Financials"). The All of the Financials are (other than the Projections) have been, and all financial statements to be furnished after the date hereof in accordance with Section 7.1 (other than the Projections) will be, prepared in accordance with the books and records of Rail the Borrower and its Subsidiaries Subsidiaries, if any, and either fairly present or will fairly present, as applicable, the consolidated and consolidating financial condition of Rail the Borrower and its Subsidiaries at the dates thereof and the results of operations of Rail and its Subsidiaries for the periods indicated and the Financials have been prepared in accordance with GAAP. In addition, Deco has furnished to each Lender a consolidated balance sheet of Deco and its subsidiaries as of June 1, 1996 (the "Deco Opening Balance Sheet"). To the best of Deco's knowledge, the Deco Opening Balance Sheet is in accordance with the books and records of Deco and its subsidiaries and fairly presents the financial condition of Deco and its subsidiaries at the date hereof, and it has been prepared in accordance with GAAP. The historical financial statements to be furnished to Lenders in accordance with Subsection 7.1 hereof will be in accordance with the books and records of Rail and its Subsidiaries and will fairly present the financial condition of Rail and its Subsidiaries at the dates thereof and the results of operations of Rail and its Subsidiaries for the periods indicated (subject, in the case of unaudited financial statements, to normal year-end adjustments) ). All of the Financials have been, and such all financial statements to be provided after the date hereof will be be, prepared in conformity with GAAP consistently applied throughout the periods involvedGAAP. Since The Projections furnished on the date hereof have been, and the Projections to be furnished in accordance with Section 7.1 will be, prepared by the Borrower and its financial personnel in light of the Financials, there have been no changes in past business of the condition, financial or otherwise, of Rail Borrower and its Subsidiaries and represent or will represent, as shown on applicable, as of the Financialsdate thereof, except (a) the good faith belief of the Borrower and such personnel as contemplated hereinto the most probable course of the business of the Borrower and its Subsidiaries, subject to the assumptions and (b) for changes qualifications stated therein. Absent a finding by the Agent of a material adverse change in the ordinary course business, financial condition or operations of business (none the Borrower and absent a breach of which individually or any of the financial covenants contained in this Agreement, the aggregate has been materially adverse)failure by the Borrower to achieve any of the Projections will not, in and of itself, constitute a Default. All information, reports and other papers and data furnished or to be furnished to the Agent or any Lender are or have been and will be, at the time the same are so furnished to the Agent or any Lender, accurate and correct in all material respects and complete insofar as completeness may be necessary to give the Agent and the Lenders each Lender a true and accurate knowledge of the subject matter thereof. Since the respective dates of the Financials, there has been no material adverse change in the financial condition, results of operations or business of the Borrower or any of its Subsidiaries, if any.

Financial Data. The Borrowers have Borrower has furnished to the Agent and each Lender all of the (a) its audited consolidated financial statements required dated December 31, 1996, (b) its unaudited interim consolidated financial statements dated April 30, 1997 and (c) Projections dated April 28, 1997, covering the period January 1, 1997 to be so furnished through the Closing Date pursuant and including December 31, 2000 (collectively referred to Subsection 7.1(A) and 7.1(B) of the Original Agreement (as the "Financials"). The All of the Financials are (other than the Projections) have been, and all financial statements to be furnished after the date hereof in accordance with Section 7.1 (other than the Projections) will be, prepared in accordance with the books and records of Rail the Borrower and its Subsidiaries Subsidiaries, if any, and either fairly present or will fairly present, as applicable, the consolidated and consolidating financial condition of Rail the Borrower and its Subsidiaries at the dates thereof and the results of operations of Rail and its Subsidiaries for the periods indicated and the Financials have been prepared in accordance with GAAP. In addition, Deco has furnished to each Lender a consolidated balance sheet of Deco and its subsidiaries as of June 1, 1996 (the "Deco Opening Balance Sheet"). To the best of Deco's knowledge, the Deco Opening Balance Sheet is in accordance with the books and records of Deco and its subsidiaries and fairly presents the financial condition of Deco and its subsidiaries at the date hereof, and it has been prepared in accordance with GAAP. The historical financial statements to be furnished to Lenders in accordance with Subsection 7.1 hereof will be in accordance with the books and records of Rail and its Subsidiaries and will fairly present the financial condition of Rail and its Subsidiaries at the dates thereof and the results of operations of Rail and its Subsidiaries for the periods indicated (subject, in the case of unaudited financial statements, to normal year-end adjustments). All of the Financials (other than the Projections) have been, and such all financial statements to be provided after the date hereof will be be, prepared in conformity with GAAP consistently applied throughout the periods involvedGAAP. Since The Projections furnished on the date hereof have been, and the Projections to be furnished in accordance with Section 7.1 will be, prepared by the Borrower and its financial personnel in light of the Financialspast business of the Borrower and its subsidiaries and represent or will represent, there have been no changes as applicable, as of the date thereof, the good faith belief of the Borrower and such personnel as to the most probable course of the business of the Borrower and its Subsidiaries, subject to the assumptions and qualifications stated therein. Absent a finding by the Agent of a material adverse change in the conditionbusiness, financial condition or otherwiseoperations of the Borrower and absent a breach of any of the financial covenants contained in this Agreement, the failure by the Borrower to achieve any of Rail the Projections will not, in and its Subsidiaries as shown on the Financialsof itself, except (a) as contemplated herein, and (b) for changes in the ordinary course of business (none of which individually or in the aggregate has been materially adverse)constitute a Default. All information, reports and other papers and data furnished or to be furnished to the Agent or any Lender are or have been and will be, at the time the same are so furnished to the Agent or any Lender, accurate and correct in all material respects and complete insofar as completeness may be necessary to give the Agent and the Lenders each Lender a true and accurate knowledge of the subject matter thereof. Since the date of the Financials, there has been no material adverse change in the financial condition, results of operations or business of the Borrower or any of its Subsidiaries, if any.

Financial Data. The Borrowers Borrower and the Restricted Subsidiaries have furnished provided to the Agent and each Lender all of the Lenders complete and accurate copies of (a) the audited consolidated financial statements required to be so furnished through for the Closing Date pursuant to Subsection 7.1(A) and 7.1(B) of the Original Agreement (the "Financials"). The Financials are in accordance with the books and records of Rail Parent Guarantor and its Subsidiaries and fairly present as of December 31, 1997, (b) the unaudited financial condition statements of Rail the Parent Guarantor and its Subsidiaries at as of March 31, 1998, (c) the dates thereof Pro Forma and (d) the results of operations of Rail Projections. The Financial Statements described in clauses (a) and its Subsidiaries for the periods indicated and the Financials (b) have been prepared in accordance with GAAP. In addition, Deco has furnished to each Lender a consolidated balance sheet of Deco and its subsidiaries as of June 1, 1996 (the "Deco Opening Balance Sheet"). To the best of Deco's knowledge, the Deco Opening Balance Sheet is in accordance with the books and records of Deco and its subsidiaries and fairly presents the financial condition of Deco and its subsidiaries at the date hereof, and it has been prepared in accordance with GAAP. The historical financial statements to be furnished to Lenders in accordance with Subsection 7.1 hereof will be in accordance with the books and records of Rail and its Subsidiaries and will fairly present the financial condition of Rail and its Subsidiaries at the dates thereof and the results of operations of Rail and its Subsidiaries for the periods indicated (subject, in the case of unaudited financial statements, to normal year-end adjustments) and such financial statements will be prepared in conformity with U.S. GAAP consistently applied throughout the periods involved. Since involved except as stated therein and fairly present the date respective consolidated financial positions, results of operations and cash flows of the Financials, there have been no changes in the condition, financial or otherwise, of Rail Parent Guarantor and its Subsidiaries as shown on for each of the Financialsperiods covered, except (a) as contemplated herein, and subject in the case of clause (b) to audit adjustments and reclassification and month-end reconciliations. None of the Borrower or Restricted Subsidiaries or any Additional Loan Party has any Contingent Obligation, contingent liability or liability for changes taxes, long-term leases or commitments, which is not reflected (to the extent required by U.S. GAAP consistently applied) in such Financial Statements (other than the guarantee(s) of the Senior Subordinated Notes by certain Subsidiaries of the Parent Guarantor). The Pro Forma fairly presents on a pro forma basis the financial condition of the Borrower on June 30, 1998, but after giving effect to the consummation of the acquisitions and transactions described therein and therein, and reflects on a pro forma basis those liabilities reflected in the ordinary course notes thereto and resulting from consummation of business (none of which individually or the acquisitions and transactions described therein and the transactions contemplated by the Credit Documents. The Projections and the assumptions expressed in the aggregate has been materially adverse). All information, reports and other papers and data furnished Pro Forma are reasonable based on the information available to Agent or any Lender are or will be, the Credit Parties at the time the same are so furnished to Agent or any Lender, accurate and correct in all material respects and complete insofar as completeness may be necessary to give Agent and the Lenders a true and accurate knowledge of the subject matter thereof.furnished;

Financial Data. The Borrowers have furnished Deliver to Lender: (a) As soon as practicable and in any event within thirty (45) days after the end of each Lender all fiscal quarter of Borrower (other than the financial statements required to be so furnished through the Closing Date pursuant to Subsection 7.1(Alast fiscal quarter of each fiscal year of Borrower) an unaudited consolidated statement of earnings and 7.1(B) retained earnings of the Original Agreement (the "Financials"). The Financials are in accordance with the books and records of Rail Borrower and its Subsidiaries and fairly present the financial condition of Rail and its Subsidiaries at the dates thereof and the results of operations of Rail and its Consolidated Subsidiaries for the periods indicated period from the beginning of the current fiscal year to the end of such fiscal quarter (10Q), and the Financials have been prepared in accordance with GAAP. In addition, Deco has furnished to each Lender a an unaudited consolidated balance sheet of Deco Borrower and its subsidiaries Consolidated Subsidiaries as of June 1, 1996 (the "Deco Opening Balance Sheet"). To the best of Deco's knowledge, the Deco Opening Balance Sheet is in accordance with the books and records of Deco and its subsidiaries and fairly presents the financial condition of Deco and its subsidiaries at the date hereofend of such fiscal quarter, and it has been prepared setting forth in accordance with GAAP. The historical financial statements to be furnished to Lenders each case in accordance with Subsection 7.1 hereof will be in accordance with the books and records of Rail and its Subsidiaries and will fairly present the financial condition of Rail and its Subsidiaries at the dates thereof and the results of operations of Rail and its Subsidiaries comparative form figures for the periods indicated (subject, corresponding period in the case preceding fiscal year, all in reasonable detail and certified to Lender by the principal financial officer of unaudited financial statementsBorrower, subject to changes resulting from normal year-end adjustments) and ; all such financial statements will to be prepared in conformity accordance with GAAP generally accepted accounting principles consistently applied; (b) As soon as practicable and in any event within ninety (90) days after the end of each fiscal year of Borrower, consolidated and consolidating statements of earnings and retained earnings of Borrower and its Consolidated Subsidiaries for such year, consolidated and consolidating statements of cash flow of Borrower and its Consolidated Subsidiaries for such year, and consolidated and consolidating balance sheets of Borrower and its Consolidated Subsidiaries as at the end of such year, setting forth in each case in comparative form corresponding figures from the preceding fiscal year, all such statements to be prepared in accordance with generally accepted accounting principles consistently applied throughout and reported on and accompanied by the periods involved. Since unqualified opinion of independent certified public accountants selected by Borrower and acceptable to Lender together with (i) a certificate from such accountants to the date effect that, in making the examination necessary for the signing of such annual audit report, such accountants have not become aware of any Default or Event of Default that has occurred and is continuing, or, if such accountants have become aware of any such event, describing it and the steps, if any, being taken to cure it and (ii) the computations of such accountants evidencing Borrower's compliance with the financial covenants contained in this Agreement; (c) Contemporaneously with the delivery of the Financials, there have been no changes in the condition, financial or otherwise, of Rail and its Subsidiaries as shown on the Financials, except (astatements pursuant to Sections 5.03(a) as contemplated herein, and (b) for changes hereof, a certificate in substantially the ordinary course form of business that attached hereto and made a part hereof as EXHIBIT E (none with appropriate insertions), executed by the principal financial officer of which individually or Borrower; (d) Promptly after filing with any Regulatory Agency, and in any event within ten (10) days after the aggregate has been materially adverse). All informationfiling thereof, reports copies of all financial statements, reports, filings and other papers documents which Borrower, any Obligor or any of the Subsidiary Banks shall file with any Regulatory Agency; and (e) With reasonable promptness, such other financial information and data furnished as Lender may from time to Agent time reasonably request. Lender is hereby authorized to deliver a copy of any financial statement or other information made available by Borrower, any Obligor or any Lender are or will be, at of the time the same are so furnished Subsidiary Banks to Agent or any regulatory authority having jurisdiction over Lender, accurate and correct in all material respects and complete insofar as completeness may be necessary pursuant to give Agent and the Lenders a true and accurate knowledge of the subject matter thereofany request there for with proper notification to Borrower.

Financial Data. The Borrowers have furnished to each Lender all (a) Attached hereto as Schedule 3.3(a) are true, correct and complete copies of Manischewitz's and its predecessor's audited consolidated balance sheets and related statements of income and cash flows and statement of changes of members' equity (together with the financial related notes) as of and for the fiscal years ended July 31, 1997, 1996 and 1995 and its unaudited consolidated balance sheet and related statements required to be so furnished through of income, cash flows and changes in members' equity (together with the Closing Date pursuant to Subsection 7.1(Arelated notes) as of and 7.1(Bfor the six (6) of the Original Agreement month period ended January 31, 1998 (collectively, the "FinancialsFinancial Statements"). The Financials are in accordance with the books and records of Rail and its Subsidiaries and Financial Statements (i) fairly present the financial condition position of Rail Manischewitz and its consolidated Subsidiaries at as of the dates thereof and the results of operations its operations, members' equity and cash flows for each of Rail the periods then ended; (ii) have been prepared in accordance with GAAP; and (iii) in the case of unaudited interim Financial Statements as of and for the six (6) month period ended January 31, 1998, have been prepared from and are in agreement with the books and records of Manischewitz and its Subsidiaries and in accordance with GAAP and shall include all adjustments, consisting only of normal recurring accruals which the management of Manischewitz and its consolidated Subsidiaries believe is necessary for a fair presentation of Manischewitz's consolidated financial position. Except as set forth on Schedule 3.3(a) attached hereto, since July 31, 1995, there have been no significant change in any accounting (including Tax accounting) policies, practices or procedures of Manischewitz. (b) Attached hereto as Schedule 3.3(b) are true, correct and complete copies of the combined Financial Statements of MANO and KBMC which contains the audited combined balance sheets and related statements of income, cash flows and changes in equity (together with the related notes) of MANO and KBMC as of and for the periods indicated fiscal years ended July 31, 1997 and 1996 (the "Combined Statements"). The Combined Statements (i) fairly present the financial position of MANO and KBMC as of the dates thereof and the Financials results of their operations, cash flows and changes in equity for each of the periods then ended; and (ii) have been prepared in accordance with GAAP. In additionExcept as set forth on Schedule 3.3(b) attached hereto, Deco has furnished to each Lender a consolidated balance sheet of Deco and its subsidiaries as of June 1since July 31, 1996 (the "Deco Opening Balance Sheet"). To the best of Deco's knowledge, the Deco Opening Balance Sheet is in accordance with the books and records of Deco and its subsidiaries and fairly presents the financial condition of Deco and its subsidiaries at the date hereof, and it has been prepared in accordance with GAAP. The historical financial statements to be furnished to Lenders in accordance with Subsection 7.1 hereof will be in accordance with the books and records of Rail and its Subsidiaries and will fairly present the financial condition of Rail and its Subsidiaries at the dates thereof and the results of operations of Rail and its Subsidiaries for the periods indicated (subject, in the case of unaudited financial statements, to normal year-end adjustments) and such financial statements will be prepared in conformity with GAAP consistently applied throughout the periods involved. Since the date of the Financials1996, there have been no changes significant change in the conditionany accounting (including Tax accounting) policies, financial practices or otherwise, procedures of Rail and its Subsidiaries as shown on the Financials, except (a) as contemplated herein, and (b) for changes in the ordinary course of business (none of which individually MANO or in the aggregate has been materially adverse). All information, reports and other papers and data furnished to Agent or any Lender are or will be, at the time the same are so furnished to Agent or any Lender, accurate and correct in all material respects and complete insofar as completeness may be necessary to give Agent and the Lenders a true and accurate knowledge of the subject matter thereofKBMC.

Financial Data. (a) The Borrowers have furnished provided to the Agent and each Lender all (i) audited statements of income and cash flow and balance sheets for the Parent and its Subsidiaries on a consolidated and consolidating basis for each of the financial three (3) most recent Fiscal Years and (ii) unaudited statements required to be so furnished through of income and cash flow and balance sheets for the Closing Date pursuant to Subsection 7.1(AParent and its Subsidiaries on a consolidated and consolidating basis as of February 28, 1999 and for the two (2) and 7.1(B) of the Original Agreement months then ended (collectively the "FinancialsFinancial Statements"). The Financials are in accordance with the books and records of Rail and its Subsidiaries and Financial Statements fairly present the financial condition of Rail and its Subsidiaries at the dates thereof and the results of operations of Rail the Parent and its Subsidiaries for the periods indicated and the Financials have been prepared therein, in accordance with GAAP. In additionGenerally Accepted Accounting Principles, Deco has furnished to each Lender a consolidated balance sheet of Deco and its subsidiaries as of June 1, 1996 consistently applied (the "Deco Opening Balance Sheet"). To the best of Deco's knowledge, the Deco Opening Balance Sheet is in accordance with the books and records of Deco and its subsidiaries and fairly presents the financial condition of Deco and its subsidiaries at the date hereof, and it has been prepared in accordance with GAAP. The historical financial statements to be furnished to Lenders in accordance with Subsection 7.1 hereof will be in accordance with the books and records of Rail and its Subsidiaries and will fairly present the financial condition of Rail and its Subsidiaries at the dates thereof and the results of operations of Rail and its Subsidiaries for the periods indicated (subject, in the case of unaudited financial statements, subject to normal year-end adjustments) and such financial statements will be prepared in conformity with GAAP consistently applied throughout the periods involvedadjustment). Since the date As of the FinancialsClosing Date, there have been no changes in the conditionFinancial Statements are complete and accurate and fairly represents the assets, liabilities, financial or otherwise, condition and results of Rail operations of Parent and its Subsidiaries as shown on in accordance with Generally Accepted Accounting Principles, consistently applied, but taking into account the Financials, except (a) transactions contemplated by this Agreement. There are no omissions from the Financial Statements or other facts and circumstances not reflected in the Financial Statements which are or may be material. Except as contemplated hereinhereby, since December 31, 1998, neither the Parent nor any Borrower has: (i) incurred any debts, obligations, or liabilities (absolute, accrued, or contingent and (bwhether due or to become due) for changes except current liabilities incurred in the ordinary course of business which (none of which individually or in the aggregate aggregate) could not reasonably be expected to have a Material Adverse Effect; (ii) paid any obligation or liability other than current liabilities in the ordinary course of business, or discharged or satisfied any Liens other than those securing current liabilities, in each case in the ordinary course of business; (iii) declared or made any Restricted Payment or obligated itself to do so; (iv) mortgaged, pledged, or subjected to any Lien any of its Property except Permitted Liens; (v) except as permitted by SUBSECTION 8.7, sold, transferred, or leased any of its Property; (vi) suffered any physical damage, destruction, or loss (whether or not covered by insurance) which could reasonably be expected to have a Material Adverse Effect; (vii) entered into any transaction other than in the usual and ordinary course of business and other than as contemplated hereby; (viii) encountered any labor difficulties or labor union organizing activities; (ix) issued or sold any shares of capital stock or other securities or granted any options or similar rights with respect thereto; or (x) agreed to do any of the foregoing other than pursuant hereto. Since December 31, 1998, there has been materially adverse). All informationno material adverse change in the business, reports properties, operations or condition (financial or otherwise) or business prospects of the Parent and other papers and data its Subsidiaries taken as a whole. (b) Each Borrower has also furnished to the Agent or any and each Lender are or initial Projections dated as of the Closing Date and attached as EXHIBIT 6.4. The initial Projections have been prepared, and all Projections hereafter delivered in accordance with clause (iv) of SUBSECTION 7.1 shall be prepared on the basis of the assumptions set forth therein and do represent, and in the future will represent, the good faith estimate of the Borrowers' management regarding the course of business of Borrowers and their Subsidiaries for the periods covered thereby. The assumptions set forth in the initial Projections are, and the assumptions set forth in the future Projections delivered hereafter shall be, at reasonable and realistic based on then current economic conditions. The Projections represent the time good faith belief of the same are so furnished Borrowers as to Agent or reasonably achievable results and no Borrower has any Lender, accurate and correct in all material respects and complete insofar as completeness may be necessary to give Agent and the Lenders a true and accurate knowledge of any reason (other than unexpected adverse general economic conditions) that would cause the subject matter thereofProjections not to be achieved.

Financial Data. The Borrowers have furnished Deliver to Thomason: (a) As soon as practicable and in any event xxxxxx thirty (30) days after the end of each Lender month an unaudited consolidated and consolidating statement of earnings of OneSource and all subsidiaries of OneSource for the period from the beginning of the current fiscal year to the end of such month, and an unaudited consolidated and consolidating balance sheet of OneSource and all subsidiaries of OneSource as at the end of such month, setting forth in each case in comparative form figures for the corresponding period in the preceding fiscal year, all in reasonable detail and certified by the principal financial statements required officers of OneSource, subject to be so furnished through changes resulting from year-end adjustments; (b) As soon as practicable and in any event within forty-five (45) days after the Closing Date pursuant to Subsection 7.1(A) end of each fiscal quarter, an unaudited consolidated and 7.1(B) consolidating statement of earnings and a statement of cash flow of OneSource and all subsidiaries of OneSource for the period from the beginning of the Original Agreement current fiscal year to the end of such fiscal quarter, and an unaudited consolidated and consolidating balance sheet of OneSource and all subsidiaries of OneSource as at the end of such fiscal quarter, setting forth in each case in comparative form figures for the corresponding period in the preceding fiscal year , all in reasonable detail and certified by the principal financial officers of OneSource, subject to changes resulting from year-end adjustments; (c) As soon as practicable and in any event within ninety (90) days after the "Financials"). The Financials are end of each fiscal year, an audited, consolidated and consolidating statement of earnings and retained earnings and statement of cash flow of OneSource and all subsidiaries of OneSource for such year, an audited, consolidated and consolidating statement of changes in accordance with the books and records of Rail and its Subsidiaries and fairly present the financial condition of Rail OneSource and its Subsidiaries at the dates thereof all subsidiaries of OneSource for such year, and the results of operations of Rail an audited, consolidated and its Subsidiaries for the periods indicated and the Financials have been prepared in accordance with GAAP. In addition, Deco has furnished to each Lender a consolidated consolidating balance sheet of Deco OneSource and its all subsidiaries of OneSource as of June 1, 1996 (the "Deco Opening Balance Sheet"). To the best of Deco's knowledge, the Deco Opening Balance Sheet is in accordance with the books and records of Deco and its subsidiaries and fairly presents the financial condition of Deco and its subsidiaries at the date hereofend of such year, setting forth in each case in comparative form corresponding figures from the preceding annual audit, all in reasonable detail and it has been prepared satisfactory in accordance with GAAP. The historical financial statements scope to be furnished to Lenders in accordance with Subsection 7.1 hereof will be in accordance with the books and records of Rail and its Subsidiaries and will fairly present the financial condition of Rail and its Subsidiaries at the dates thereof and the results of operations of Rail and its Subsidiaries for the periods indicated Thomason.; and (subjectd) With reasonable promptness, in the case of unaudited financial statements, to normal year-end adjustments) and such financial statements will be prepared in conformity with GAAP consistently applied throughout the periods involved. Since the date of the Financials, there have been no changes in the condition, financial or otherwise, of Rail and its Subsidiaries oxxxx xxxancial data as shown on the Financials, except (a) as contemplated herein, and (b) for changes in the ordinary course of business (none of which individually or in the aggregate has been materially adverse). All information, reports and other papers and data furnished to Agent or any Lender are or will be, at the time the same are so furnished to Agent or any Lender, accurate and correct in all material respects and complete insofar as completeness Thomason may be necessary to give Agent and the Lenders a true and accurate knowledge of the subject matter thereofreasonably request.

Financial Data. The Borrowers have Borrower has furnished to the Agent and each -------------- Lender all (a) its audited consolidated financial statements dated December 31, 2000; (b) its unaudited consolidated financial statements dated December 31, 2001; (c) statements of income, retained earnings, and cash flow of the financial statements required Borrower and its Subsidiaries for the month ending January 31, 2002; and (c) Projections dated February 27, 2002 (covering only the period January 1, 2001 to be so furnished through the Closing Date pursuant and including December 31, 2004) (collectively referred to Subsection 7.1(A) and 7.1(B) of the Original Agreement (as the "Financials"). The All ---------- of the Financials are (other than the Projections) have been, and all financial statements to be furnished after the date hereof in accordance with Section 7.1 ----------- (other than the Projections) will be, prepared in accordance with the books and records of Rail the Borrower and its Subsidiaries and either fairly present or will fairly present, as applicable, the consolidated and consolidating financial condition of Rail the Borrower and its Subsidiaries at the dates thereof and the results of operations of Rail and its Subsidiaries for the periods indicated and the Financials have been prepared in accordance with GAAP. In addition, Deco has furnished to each Lender a consolidated balance sheet of Deco and its subsidiaries as of June 1, 1996 (the "Deco Opening Balance Sheet"). To the best of Deco's knowledge, the Deco Opening Balance Sheet is in accordance with the books and records of Deco and its subsidiaries and fairly presents the financial condition of Deco and its subsidiaries at the date hereof, and it has been prepared in accordance with GAAP. The historical financial statements to be furnished to Lenders in accordance with Subsection 7.1 hereof will be in accordance with the books and records of Rail and its Subsidiaries and will fairly present the financial condition of Rail and its Subsidiaries at the dates thereof and the results of operations of Rail and its Subsidiaries for the periods indicated (subject, in the case of unaudited financial statements, to normal year-end adjustments) ). All of the Financials have been, and such all financial statements to be provided after the date hereof will be be, prepared in conformity with GAAP consistently applied throughout the periods involvedGAAP. Since The Projections furnished on the date hereof have been, and the Projections to be furnished in accordance with Section 7.1 will be, prepared by the Borrower and its financial personnel ----------- in light of the Financials, there have been no changes in past business of the condition, financial or otherwise, of Rail Borrower and its Subsidiaries and represent or will represent, as shown on applicable, as of the Financialsdate thereof, except (a) the good faith belief of the Borrower and such personnel as contemplated hereinto the most probable course of the business of the Borrower and its Subsidiaries, subject to the assumptions and (b) for changes qualifications stated therein. Absent a finding by the Agent of a material adverse change in the ordinary course business, financial condition or operations of business (none the Borrower and absent a breach of which individually or any of the financial covenants contained in this Agreement, the aggregate has been materially adverse)failure by the Borrower to achieve any of the Projections will not, in and of itself, constitute a Default. All information, reports and other papers and data furnished or to be furnished to the Agent or any Lender are or have been and will be, at the time the same are so furnished to the Agent or any Lender, accurate and correct in all material respects and complete insofar as completeness may be necessary to give the Agent and the Lenders each Lender a true and accurate knowledge of the subject matter thereof. Since the respective dates of the Financials, there has been no material adverse change in the financial condition, results of operations or business of the Borrower or of the Borrower and its Subsidiaries taken as a whole.

Financial Data. The Borrowers have furnished Deliver to Agent and Lenders: -------------- (a) As soon as practicable and in any event within forty five (45) days after the end of each Lender all fiscal quarter of Borrower (other than the financial statements required to be so furnished through the Closing Date pursuant to Subsection 7.1(Alast fiscal quarter of each fiscal year of Borrower) an unaudited consolidated statement of earnings and 7.1(B) retained earnings of the Original Agreement (the "Financials"). The Financials are in accordance with the books and records of Rail and its Subsidiaries and fairly present the financial condition of Rail and its Subsidiaries at the dates thereof and the results of operations of Rail Borrower and its Subsidiaries for the periods indicated period from the beginning of the current fiscal year to the end of such fiscal quarter, and an unaudited consolidated balance sheet of Borrower and its Subsidiaries as at the Financials have been end of such fiscal quarter, setting forth in each case in comparative form figures for the corresponding period in the preceding fiscal year, all in reasonable detail and prepared in accordance with GAAP. In additiongenerally accepted accounting principles consistently applied and certified to Agent and Lenders by the principal financial officer of Borrower, Deco has furnished subject to each Lender a consolidated balance sheet of Deco and its subsidiaries as of June 1, 1996 (the "Deco Opening Balance Sheet"). To the best of Deco's knowledge, the Deco Opening Balance Sheet is in accordance with the books and records of Deco and its subsidiaries and fairly presents the financial condition of Deco and its subsidiaries at the date hereof, and it has been prepared in accordance with GAAP. The historical financial statements to be furnished to Lenders in accordance with Subsection 7.1 hereof will be in accordance with the books and records of Rail and its Subsidiaries and will fairly present the financial condition of Rail and its Subsidiaries at the dates thereof and the results of operations of Rail and its Subsidiaries for the periods indicated (subject, in the case of unaudited financial statements, to changes resulting from normal year-end adjustments; (b) As soon as practicable and in any event within ninety (90) days after the end of each fiscal year of Borrower, consolidated and consolidating statements of earnings and retained earnings of Borrower and its Subsidiaries for such financial year, consolidated and consolidating statements will be prepared in conformity with GAAP consistently applied throughout the periods involved. Since the date of the Financials, there have been no changes in the condition, financial or otherwise, cash flows of Rail Borrower and its Subsidiaries for such year and consolidated and consolidating balance sheets of Borrower and its Subsidiaries as shown at the end of such year, setting forth in each case in comparative form corresponding figures from the preceding fiscal year, all such statements to be prepared in accordance with generally accepted accounting principles consistently applied and reported on and accompanied by the Financialsunqualified opinion of independent certified public accountants selected by Borrower and acceptable to Required Lenders together with (i) a certificate from such accountants to the effect that, except in making the examination necessary for the signing of such annual audit report, such accountants have not become aware of any Default or Event of Default that has occurred and is continuing, or, if such accountants have become aware of any such event, describing it and the steps, if any, being taken to cure it and (aii) as contemplated herein, the computations evidencing Borrower's compliance with the financial covenants contained in this Agreement; (c) Contemporaneously with the delivery of the financial statements pursuant to Sections 6.03(a) and (b) for changes hereof, a certificate in substantially the ordinary course form of business that attached hereto and made a part hereof as Exhibit B (none with appropriate insertions), executed by two (2) of which individually the --------- following officers of Borrower: Chief Executive Officer, or Chief Financial Officer, or Chief Credit Officer; (d) Promptly after filing with any Regulatory Agency, and in any event within ten (10) days after the aggregate has been materially adverse). All informationfiling thereof, reports copies of all financial statements, reports, filings and other papers documents which Borrower, any Subsidiary Banks, or any other Subsidiary of Borrower shall file with any Regulatory Agency; (e) Within ten (10) days after the transmission or receipt thereof, copies of all correspondence, memoranda or other written communication between any Regulatory Agency and Borrower, any Subsidiary Banks, or any other Subsidiary of Borrower relating to any safety and soundness issues; (f) With reasonable promptness, such other financial information and data furnished regarding Borrower, Subsidiary Banks, and/or any other Subsidiary of Borrower as Agent and Lenders may from time to time reasonably request. Agent and Lenders are hereby authorized to deliver a copy of any financial statement or other information made available by Borrower, any Subsidiary Bank, or any Lender are or will be, at the time the same are so furnished other Subsidiary of Borrower to Agent or any Lender, accurate and correct in all material respects and complete insofar as completeness may be necessary to give Regulatory Agency having jurisdiction over Agent and the Lenders a true and accurate knowledge of the subject matter thereofLenders, pursuant to any request therefor.

Financial Data. The Borrowers have furnished or caused to each Lender all of be furnished to the Lenders the following Financial Statements: (i) audited financial statements required to be so furnished through the Closing Date pursuant to Subsection 7.1(A) and 7.1(B) of the Original Agreement (the "Financials"). The Financials are in accordance with the books and records of Rail for Holdings and its Subsidiaries for Fiscal Years 1999, 2000 and 2001 consisting of balance sheets and the related consolidated and consolidating statements of income, stockholders' equity and cash flows for such Fiscal Years, (ii) audited financial statements of the Subject Business and included Subsidiaries for Fiscal Years 1999, 2000 and 2001, consisting of balance sheets and the related consolidated statements of income, stockholders' equity and cash flows for such Fiscal Years, (iii) unaudited financial statements of the Subject Business and its Subsidiaries as at September 30, 2002, consisting of a balance sheet and the related consolidated statements of income, stockholders' equity and cash flows for the nine-month period ending on such date, all in reasonable detail and certified by the chief financial officer of Holdings that to the chief financial officer's knowledge, and relying as appropriate on the representations and warranties of Seller, that they fairly present the financial condition of Rail the Subject Business and its Subsidiaries as at the dates thereof indicated and the results of their operations of Rail and its Subsidiaries their cash flows for the periods indicated indicated, subject to changes resulting from audit and the Financials have been prepared in accordance with GAAP. In addition, Deco has furnished to each Lender a consolidated balance sheet of Deco and its subsidiaries as of June 1, 1996 (the "Deco Opening Balance Sheet"). To the best of Deco's knowledge, the Deco Opening Balance Sheet is in accordance with the books and records of Deco and its subsidiaries and fairly presents the financial condition of Deco and its subsidiaries at the date hereof, and it has been prepared in accordance with GAAP. The historical financial statements to be furnished to Lenders in accordance with Subsection 7.1 hereof will be in accordance with the books and records of Rail and its Subsidiaries and will fairly present the financial condition of Rail and its Subsidiaries at the dates thereof and the results of operations of Rail and its Subsidiaries for the periods indicated (subject, in the case of unaudited financial statements, to normal year-end adjustments, (iv) and such unaudited financial statements will be prepared in conformity with GAAP consistently applied throughout the periods involved. Since the date of the Financials, there have been no changes in the condition, financial or otherwise, of Rail Holdings and its Subsidiaries as shown at September 30, 2002, consisting of a balance sheet and the related consolidated and consolidating statements of income, for the nine-month period ending on the Financials, except (a) as contemplated herein, such date and (bv) for changes pro forma consolidated and consolidating balance sheets of Holdings and its Subsidiaries as of September 30, 2002, prepared in accordance with GAAP and reflecting the ordinary course consummation of business (none of which individually the Acquisition, the related financings and the other transactions contemplated by the Loan Documents and the Related Agreements. The Borrowers have furnished or in the aggregate has been materially adverse). All information, reports and other papers and data caused to be furnished to Agent or any Lender are or will be, at the time the same are so furnished to Agent or any Lender, accurate and correct in all material respects and complete insofar as completeness may be necessary to give Agent and the Lenders a true and accurate knowledge projections of the subject matter thereofconsolidated financial condition and results of operations of the Consolidated Entity (after giving effect to the Acquisition) through the fiscal years ending December 31, 2006. The projections delivered to the Lenders on or prior to the date hereof and any projections delivered to the Lenders after the date hereof in accordance with SECTION 7.1 (d) hereof represent the Borrowers' good faith estimate of the future financial performance of the Consolidated Entity after giving effect to the Acquisition for the periods set forth therein.

Financial Data. The Borrowers Credit Parties have furnished provided to -------------- the Agent and each Lender all of the Lenders complete and accurate copies of (a) the audited consolidated financial statements required to be so furnished through the Closing Date pursuant to Subsection 7.1(A) and 7.1(B) of the Original Agreement (the "Financials"). The Financials are in accordance with the books and records of Rail for RSC and its Subsidiaries and fairly present as of December 31, 1997, (b) the unaudited financial condition statements of Rail RSC and its Subsidiaries at as of March 31, 1998, (c) the dates thereof Pro Forma and (d) the results of operations of Rail Projections. The Financial Statements described in clauses (a) and its Subsidiaries for the periods indicated and the Financials (b) have been prepared in accordance with GAAP. In addition, Deco has furnished to each Lender a consolidated balance sheet of Deco and its subsidiaries as of June 1, 1996 (the "Deco Opening Balance Sheet"). To the best of Deco's knowledge, the Deco Opening Balance Sheet is in accordance with the books and records of Deco and its subsidiaries and fairly presents the financial condition of Deco and its subsidiaries at the date hereof, and it has been prepared in accordance with GAAP. The historical financial statements to be furnished to Lenders in accordance with Subsection 7.1 hereof will be in accordance with the books and records of Rail and its Subsidiaries and will fairly present the financial condition of Rail and its Subsidiaries at the dates thereof and the results of operations of Rail and its Subsidiaries for the periods indicated (subject, in the case of unaudited financial statements, to normal year-end adjustments) and such financial statements will be prepared in conformity with GAAP ----------- --- consistently applied throughout the periods involved. Since involved except as stated therein and fairly present the date respective consolidated financial positions, results of operations and cash flows of RSC and its Subsidiaries for each of the Financialsperiods covered, there have been no changes subject in the conditioncase of clause (b) to audit adjustments and reclassification and month-end ---------- reconciliations. None of the Credit Parties has any Contingent Obligation, contingent liability or liability for taxes, long-term leases or commitments, which is not reflected (to the extent required by GAAP consistently applied) in such Financial Statements (other than the guarantee(s) of the Senior Subordinated Notes by certain of the Credit Parties). The Pro Forma fairly presents on a pro forma basis --- ----- the financial or otherwise, condition of Rail RSC and its Subsidiaries as shown of March 31, 1998 but after giving effect to the incurrence of Permitted Subordinated Indebtedness and the consummation of the acquisitions and transactions described therein, and reflects on a pro forma basis --- ----- those liabilities reflected in the notes thereto and resulting from the incurrence of Permitted Subordinated Indebtedness and the consummation of the acquisitions and transactions described therein and the transactions contemplated by the Credit Documents. The Projections and the assumptions expressed in the Pro Forma are reasonable based on the Financials, except (a) as contemplated herein, and (b) for changes in information available to the ordinary course of business (none of which individually or in the aggregate has been materially adverse). All information, reports and other papers and data furnished to Agent or any Lender are or will be, Credit Parties at the time the same are so furnished to Agent or any Lender, accurate and correct in all material respects and complete insofar as completeness may be necessary to give Agent and the Lenders a true and accurate knowledge furnished. 2.7 AMENDMENT TO SECTION 7.2(C). Section 7.2(c) of the subject matter Credit --------------------------- Agreement is hereby amended to insert the phrase "Schedule B to this ---------- Agreement and" immediately after the word "modify" in the last sentence thereof. 2.8 AMENDMENT TO SECTION 8.2. Section 8.2 of the Credit ------------------------ Agreement is hereby amended to delete in its entirety the text thereof and to substitute in lieu thereof the text set forth on Exhibit III attached ----------- hereto and made a part hereof. 2.9 AMENDMENT TO SECTION 8.

Financial Data. The Borrowers have furnished to each Lender all the Administrative Agent the audited consolidated financial statements, of Fine Host and its Subsidiaries as of December 25, 1996 and for the financial statements required to be so furnished through fiscal year then ended, including the Closing Date pursuant to Subsection 7.1(A) report and 7.1(B) opinion of the Original Agreement Deloitte & Touche LLP, relating thereto (collectively, the "FinancialsInitial Financial Statements"). All of the material liabilities (actual and contingent) of each Borrower are fully, accurately and completely disclosed in the Initial Financial Statements. The Financials are Initial Financial Statements have been and all financial statements to be furnished in accordance with subsection 6.1 will be prepared in accordance with the books and records of Rail and its Subsidiaries the Borrowers and fairly present or will fairly present, as applicable, the financial condition of Rail and its Subsidiaries the Borrowers, taken as a whole, at the dates thereof and the results of operations of Rail and its Subsidiaries for the periods indicated and the Financials have been prepared in accordance with GAAP. In addition, Deco has furnished to each Lender a consolidated balance sheet of Deco and its subsidiaries as of June 1, 1996 (the "Deco Opening Balance Sheet"). To the best of Deco's knowledge, the Deco Opening Balance Sheet is in accordance with the books and records of Deco and its subsidiaries and fairly presents the financial condition of Deco and its subsidiaries at the date hereof, and it has been prepared in accordance with GAAP. The historical financial statements to be furnished to Lenders in accordance with Subsection 7.1 hereof will be in accordance with the books and records of Rail and its Subsidiaries and will fairly present the financial condition of Rail and its Subsidiaries at the dates thereof and the results of operations of Rail and its Subsidiaries for the periods indicated (subject, in the case of unaudited financial statements, to normal year-end adjustments) , none of which are expected to be material). The Initial Financial Statements have been, and such all financial statements to be furnished in accordance with subsection 6.1 will be prepared in conformity with GAAP consistently applied throughout the periods involved. Since the date of the Financials, there have been no changes in the condition, financial or otherwise, of Rail and its Subsidiaries as shown on the Financials, except (a) as contemplated herein, and (b) for changes in the ordinary course of business (none of which individually or in the aggregate has been materially adverse)GAAP. All information, reports and other papers and data furnished or to be furnished to the Administrative Agent or by any Lender are or Borrower have been and will be, at the time the same are so furnished to Agent or any Lenderthe Administrative Agent, accurate and correct in all material respects and complete insofar as completeness may be necessary to give the Administrative Agent and the Lenders a true and accurate knowledge of the subject matter thereof. Since the date of the Initial Financial Statements, there has been no Material Adverse Change.

Financial Data. (a) The Borrowers have Company has furnished to each Lender all the Purchasers (i) audited consolidated and consolidating financial statements of the Company and its consolidated Subsidiaries for the fiscal years ended December 31, 1996 through December 30, 2000, certified by the Company's independent certified public accountants, and (ii) unaudited interim financial statements required to be so furnished through of the Company and its consolidated Subsidiaries for the period beginning December 31, 2000 and ending on the last day of the month immediately preceding the Closing Date pursuant [statements may be from 2d preceding month if closing is early in a calendar month] (collectively referred to Subsection 7.1(A) and 7.1(B) of the Original Agreement (as the "FinancialsFinancial Statements"). The Financials are All of the Financial Statements have been prepared in accordance with the books and records of Rail and its Subsidiaries GAAP, and fairly present the financial condition of Rail the Company and its consolidated Subsidiaries at the dates thereof and the results of operations of Rail and its Subsidiaries for the periods indicated and the Financials have been prepared in accordance with GAAP. In addition, Deco has furnished to each Lender a consolidated balance sheet of Deco and its subsidiaries as of June 1, 1996 (the "Deco Opening Balance Sheet"). To the best of Deco's knowledge, the Deco Opening Balance Sheet is in accordance with the books and records of Deco and its subsidiaries and fairly presents the financial condition of Deco and its subsidiaries at the date hereof, and it has been prepared in accordance with GAAP. The historical financial statements to be furnished to Lenders in accordance with Subsection 7.1 hereof will be in accordance with the books and records of Rail and its Subsidiaries and will fairly present the financial condition of Rail and its Subsidiaries at the dates thereof and the results of operations of Rail and its Subsidiaries for the periods indicated (subject, in the case of unaudited financial statements, to normal year-end adjustments) and such financial statements will be prepared in conformity with GAAP consistently applied throughout the periods involvedindicated. Since the date of the Financialslatest audited Financial Statements, there has been no event or condition which would constitute a Material Adverse Effect. (b) Consolidated and consolidating projected financial statements for the Company and its consolidated Subsidiaries for the period beginning on the date of the latest Financial Statements and ending on December 31, 2005, including projected balance sheets, projected funds flow statements, projected profit and loss (collectively, the "Projections"), copies of which have been no changes previously provided to the Purchasers, are attached hereto as Schedule 4.7(b). The Projections have been prepared to reasonably reflect the application of GAAP to such periods, and the current anticipated course of business of the Company and its consolidated Subsidiaries, in each case as determined in good faith by the conditionCompany in light of the past business of the Company and its consolidated Subsidiaries. The Company is not aware of any development or event which has occurred since the date of the preparation of the Projections that would materially affect the Projections. (c) The Company has furnished to the Purchasers a consolidated and consolidating pro forma balance sheet (the "Pro Forma Balance Sheet") reflecting the financial condition of the Company and its consolidated Subsidiaries as at the Closing Date or a recent date prior to the Closing Date, on the assumption that the closing of the Transactions, including the issuance and sale of the Notes and Warrants occurred on such date. Such balance sheet, a copy of which is attached hereto as Schedule 4.7(c), was prepared in good faith and in accordance with GAAP (excluding for this purpose any push down accounting that may be required by GAAP), and fairly presents, on a pro forma basis, the financial position of the Company and its consolidated Subsidiaries as at the date thereof, assuming that the Transactions, including the issuance and sale of the Notes and Warrants, had then been completed. Except as disclosed on Schedule 4.7(c), immediately after the Closing and the application of the proceeds of the issuance and sale of the Notes and Warrants as contemplated by Section 3.2, the Company will not have any Indebtedness or other material liabilities, contingent or otherwise, which are not reflected in the Pro Forma Balance Sheet or the Financial Statements. In addition: (i) As of Rail the Closing Date, all notes payable to the Company and accounts receivable of the Company will be properly reflected on its Subsidiaries as shown on the Financials, except (a) as contemplated herein, books and (b) for changes records and will be valid receivables subject to no setoffs or counterclaims other than in the ordinary course of business consistent with prior years, and such notes due and accounts receivable are not due from any related party or Affiliate of any kind; (none of which individually or ii) the accounts receivable reflected on the balance sheets included in the aggregate has Financial Statements and on the Pro Forma Balance Sheet or thereafter acquired by the Company through the Closing Date, have been materially adverse). All informationcollected, reports and other papers and data furnished to Agent or any Lender are or will becollectible, at the time aggregate gross recorded amounts thereof less the same allowances for doubtful accounts reflected therein and such accounts receivable are so furnished to Agent not due from any related party or Affiliate of any Lenderkind; the Company has not employed any invoice dating procedures or other special credit or delivery terms with any customer; and the Company has administered its accounts receivable in the ordinary course in accordance with past practice. (iii) the inventories reflected on the balance sheets included in the Financial Statements and on the Pro Forma Balance Sheet, accurate and correct or thereafter acquired by the Company through the Closing Date, are in all material respects of a quality and complete insofar as completeness may be necessary quantity usable or saleable in the normal course of the business of the Company at values at least equal to give Agent the values at which such items are carried on the Company's books subject to any reserves disclosed in such balance sheet, and have not been acquired from any related party or Affiliate of any kind. The values at which such inventories are carried on the Financial Statements reflect the normal inventory valuation policy of the Company, stating inventories at the lower of cost (on a first-in-first-out basis) or market; and such inventories are saleable at gross margins consistent with historical results; (iv) the Company has not delayed or postponed the payment of accounts payable and other liabilities and in any event any such delay or postponement does not now create, and is not reasonably likely to create, any penalty, cost, reversal of pricing discounts, loss of beneficial supply or similar rights, or any default with any other party which is not already reflected or contemplated in the Financial Statements, the Pro Forma Balance Sheet and the Lenders Projections, other than reasonable and customary late payment charges or which are otherwise set forth on Schedule 4.7 (c)(iv) hereto; and (v) the Company's working capital is at a true level consistent with the Company's customary practices, and accurate knowledge there are no material past due liabilities or obligations of the subject matter thereofCompany or its Subsidiaries.

Financial Data. The Borrowers have Borrower has furnished to each Lender all a pro forma balance sheet of Borrower as of the Effective Time, which balance sheet is attached hereto as Schedule 6.4 (the "Pro Forma"), and the historical financial statements required under the Hauppauge LSA and the AFL LSA which were required to be so furnished through delivered thereunder prior to the Closing Date pursuant to Subsection 7.1(A) and 7.1(B) of the Original Agreement Effective Time (the "Financials"). The Pro Forma and the Financials are in accordance with the books and records of Rail and its Subsidiaries Borrower and fairly present the financial condition of Rail Borrower and its Subsidiaries such other Persons covered thereby at the dates thereof and the results of operations of Rail Borrower and its Subsidiaries such other Persons covered thereby for the periods indicated (and in the case of the Pro Forma, as if the Merger and the transactions contemplated to occur in connection therewith had occurred on the date thereof, but subject to changes in the ordinary course of Borrower's business since July 31, 1996). The Pro Forma and the Financials have been prepared in accordance with GAAP. In addition, Deco has furnished to each Lender a consolidated balance sheet of Deco and its subsidiaries as of June 1, 1996 (the "Deco Opening Balance Sheet"). To the best of Deco's knowledge, the Deco Opening Balance Sheet is in accordance with the books and records of Deco and its subsidiaries and fairly presents the financial condition of Deco and its subsidiaries at the date hereof, and it has been prepared in accordance with GAAP. The historical financial statements to be furnished to Lenders Lender in accordance with Subsection subsection 7.1 hereof will be in accordance with the books and records of Rail Borrower and its Subsidiaries the other Persons covered thereby and will fairly present the financial condition of Rail Borrower and Allied and its Subsidiaries at the dates thereof and the results of operations of Rail Borrower and Allied and its Subsidiaries for the periods indicated (subject, in the case of unaudited financial statements, to lack of footnotes and normal year-end adjustments) and such financial statements will be prepared in conformity with GAAP consistently applied throughout the periods involved, except for such changes therein with which the independent certified public accountants issuing the opinion on the financial statements delivered pursuant to subsection 7.1(B) have previously concurred in writing. Since the date last day of the FinancialsFiscal Year of Borrower ending on or about July 31, 1996, there have been no changes in the condition, financial or otherwise, of Rail Borrower or Allied and its other Subsidiaries as shown on the Financials, except (a) as contemplated herein, and (b) for changes in the ordinary course of business (none of which individually or in the aggregate has been materially adverse). All information, reports and other papers and data furnished to Agent or any Lender are or will be, at the time the same are so furnished to Agent or any Lender, accurate and correct in all material respects and complete insofar as completeness may be necessary to give Agent and the Lenders Lender a true and accurate knowledge of the subject matter thereof.

Financial Data. The Borrowers have furnished to each Lender all of the Agent and the Lenders the following financial statements required to be so furnished through the Closing Date pursuant to Subsection 7.1(A) and 7.1(B) of the Original Agreement (the "Financials")): (a) the consolidated balance sheets as of, and consolidated statements of income and cash flow of the Borrowers and their predecessor corporations for, the fiscal year ended December 31, 1996 prepared by the Company and certified by its chief financial officer, (b) the consolidated and consolidating balance sheets as of, and consolidated and consolidating statements of income and cash flow of the Borrowers for, the four month period ending April 30, 1997 prepared by the Company and certified by its chief financial officer, (c) the pro forma opening balance sheets for each of the Borrowers dated the Closing Date giving effect to the Closing Date Acquisitions and the transactions contemplated by the Closing Date Purchase Agreements and reflecting estimated purchase price accounting adjustments, prepared by the Company and certified by its chief financial officer (to be reviewed by Price Waterhouse following the Closing Date) and (d) such other information relating to the Borrowers or the Closing Date Acquisitions as the Agent may reasonably require in connection with the structuring and syndication of credit facilities of the type described herein. The Financials are in accordance with the books and records of Rail and its Subsidiaries and fairly present the financial condition of Rail and its Subsidiaries at the dates thereof and the results of operations of Rail and its Subsidiaries for the periods indicated and the Financials have been prepared in accordance with GAAP. In addition, Deco has furnished to each Lender a consolidated balance sheet of Deco and its subsidiaries as of June 1, 1996 (the "Deco Opening Balance Sheet"). To the best of Deco's knowledge, the Deco Opening Balance Sheet is in accordance with the books and records of Deco and its subsidiaries and fairly presents the financial condition of Deco and its subsidiaries at the date hereof, and it has been prepared in accordance with GAAP. The historical financial statements to be furnished to the Lenders in accordance with Subsection Section 7.1 hereof below will be in accordance with the books and records of Rail the Borrowers and its Subsidiaries their predecessor corporations and will fairly present in all material respects the financial condition of Rail each of the Borrowers and its Subsidiaries such predecessor corporations at the dates thereof and the results of operations of Rail and its Subsidiaries for the periods indicated (subject, in the case of unaudited financial statements, to normal year-end adjustments) adjustments and the absence of footnote disclosures), and such financial statements will be have been prepared in conformity with GAAP consistently applied throughout the periods involved. Since the date of the Financials, there have been no changes in the condition, financial or otherwise, of Rail and its Subsidiaries any of the Borrowers as shown on the Financialsrespective balance sheets of each of the Borrowers described above, except (a) as contemplated herein, herein and (b) for changes in the ordinary course of business (none of which individually or in the aggregate has been materially adverseis a Material Adverse Change). All information, reports and other papers and data furnished to Agent or any Lender are or will be, at the time the same are so furnished to Agent or any Lender, accurate and correct in all material respects and complete insofar as completeness may be necessary to give Agent and the Lenders a true and accurate knowledge of the subject matter thereof.

Financial Data. (a) The Borrowers have furnished provided to the Agent and each Lender all (i) audited statements of income and cash flow and balance sheets for the Parent and its Subsidiaries on a consolidated and consolidating basis for each of the financial three (3) most recent Fiscal Years and (ii) unaudited statements required to be so furnished through of income and cash flow and balance sheets for the Closing Date pursuant to Subsection 7.1(A) Parent and 7.1(B) its Subsidiaries on a consolidated and consolidating basis as of August 31, 1997 and for the Original Agreement eight (8) months then ended (collectively the "FinancialsFinancial Statements"). The Financials are in accordance with the books and records of Rail and its Subsidiaries and Financial Statements fairly present the financial condition of Rail and its Subsidiaries at the dates thereof and the results of operations of Rail the Parent and its Subsidiaries for the periods indicated and the Financials have been prepared therein, in accordance with GAAP. In additionGenerally Accepted Accounting Principles, Deco has furnished to each Lender a consolidated balance sheet of Deco and its subsidiaries as of June 1, 1996 consistently applied (the "Deco Opening Balance Sheet"). To the best of Deco's knowledge, the Deco Opening Balance Sheet is in accordance with the books and records of Deco and its subsidiaries and fairly presents the financial condition of Deco and its subsidiaries at the date hereof, and it has been prepared in accordance with GAAP. The historical financial statements to be furnished to Lenders in accordance with Subsection 7.1 hereof will be in accordance with the books and records of Rail and its Subsidiaries and will fairly present the financial condition of Rail and its Subsidiaries at the dates thereof and the results of operations of Rail and its Subsidiaries for the periods indicated (subject, in the case of unaudited financial statements, subject to normal year-end adjustments) and such financial statements will be prepared in conformity with GAAP consistently applied throughout the periods involvedadjustment). Since the date As of the FinancialsClosing Date, there have been no changes in the conditionFinancial Statements are complete and accurate and fairly represents the assets, liabilities, financial or otherwise, condition and results of Rail operations of Parent and its Subsidiaries as shown on in accordance with Generally Accepted Accounting Principles, consistently applied, but taking into account the Financials, except (a) transactions contemplated by this Agreement. There are no omissions from the Financial Statements or other facts and circumstances not reflected in the Financial Statements which are or may be material. Except as contemplated hereinhereby, since July 1, 1997, neither the Parent nor any Borrower has: (i) incurred any debts, obligations, or liabilities (absolute, accrued, or contingent and (bwhether due or to become due) for changes except current liabilities incurred in the ordinary course of business which (none of which individually or in the aggregate aggregate) could not reasonably be expected to have a Material Adverse Effect; (ii) paid any obligation or liability other than current liabilities in the ordinary course of business, or discharged or satisfied any Liens other than those securing current liabilities, in each case in the ordinary course of business; (iii) declared or made any Restricted Payment or obligated itself to do so; (iv) mortgaged, pledged, or subjected to any Lien on any of its Property except Permitted Liens; (v) except as permitted by subsection 8.7, sold, transferred, or leased any of its Property; (vi) suffered any physical damage, destruction, or loss (whether or not covered by insurance) which could reasonably be expected to have a Material Adverse Effect; (vii) entered into any transaction other than in the usual and ordinary course of business and other than as contemplated hereby; (viii) encountered any labor difficulties or labor union organizing activities; (ix) issued or sold any shares of capital stock or other securities or granted any options or similar rights with respect thereto; or (x) agreed to do any of the foregoing other than pursuant hereto. Since July 1, 1997, there has been materially adverse). All informationno material adverse change in the business, reports properties, operations or condition (financial or otherwise) or business prospects of the Parent and other papers and data its Subsidiaries taken as a whole. (b) Each Borrower has also furnished to the Agent or any and each Lender are or initial Projections dated as of the Closing Date and attached as Exhibit 6.4. The initial Projections have been prepared, and all Projections hereafter delivered in accordance with clause (iv) of subsection 7.1 shall be prepared on the basis of the assumptions set forth therein and do represent, and in the future will represent, the good faith estimate of the Borrowers' management regarding the course of business of Borrowers and their Subsidiaries for the periods covered thereby. The assumptions set forth in the initial Projections are, and the assumptions set forth in the future Projections delivered hereafter shall be, at reasonable and realistic based on then current economic conditions. The Projections represent the time good faith belief of the same are so furnished Borrowers as to Agent or reasonably achievable results and no Borrower has any Lender, accurate and correct in all material respects and complete insofar as completeness may be necessary to give Agent and the Lenders a true and accurate knowledge of any reason (other than unexpected adverse general economic conditions) that would cause the subject matter thereofProjections not to be achieved.

Financial Data. The Borrowers have Company has furnished to each Lender all of the Lenders the following financial statements required to be so furnished through the Closing Date pursuant to Subsection 7.1(A) and 7.1(B) of the Original Agreement (the "Financials")): (i) the consolidated balance sheets of the Company as of February 28, 1997 and February 27, 1998, and consolidated statements of earnings, shareholders' equity and cash flow of the Company for the fiscal years ended February 28, 1996, February 28, 1997 and February 27, 1998, audited by Deloitte & Touche LLP, (ii) the unaudited consolidated balance sheet of the Company as of, and consolidated statement of earnings of the Company for the period ended, April 30, 1998, (iii) the statements of certain assets and liabilities of the Pierre Foods Division as of September 28, 1996 and September 27, 1997, and statements of revenues and expenses of the Pierre Foods Division for the fiscal years ended September 30, 1995, September 28, 1996 and September 27, 1997, audited by Deloitte & Touche LLP, and (iv) an unaudited pro forma combined balance sheet of the Company (including the Pierre Foods Division) as of February 27, 1998 and an unaudited pro forma combined statement of operations of the Company (including the Pierre Foods Division) for the twelve months ended February 27, 1998, together with the comfort letter of Deloitte & Touche LLP relating thereto, with respect to items (iii) and (iv) above, showing no material changes from the representations of senior management of the Company with respect thereto. The Financials are in accordance with the books and records of Rail and its Subsidiaries and fairly present the financial condition of Rail and its Subsidiaries at the dates thereof and the results of operations of Rail and its Subsidiaries for the periods indicated and the Financials have been prepared in accordance with GAAP. In addition, Deco has furnished to each Lender a consolidated balance sheet of Deco and its subsidiaries as of June 1, 1996 (the "Deco Opening Balance Sheet"). To the best of Deco's knowledge, the Deco Opening Balance Sheet is in accordance with the books and records of Deco and its subsidiaries and fairly presents the financial condition of Deco and its subsidiaries at the date hereof, and it has been prepared in accordance with GAAP. The historical financial statements to be furnished to the Lenders in accordance with Subsection subsection 7.1 hereof below will be in accordance with the books and records of Rail such predecessor corporations and its Subsidiaries the Borrowers and will fairly present the financial condition of Rail such predecessor corporations and its Subsidiaries each of the Borrowers at the dates thereof and the results of operations of Rail and its Subsidiaries for the periods indicated (subject, in the case of unaudited financial statements, to normal year-end adjustments) ), and such financial statements have been and will be prepared in conformity with GAAP consistently applied throughout the periods involved. Since the date of the Financials, there have been no changes in the condition, financial or otherwise, of Rail and its Subsidiaries such predecessor corporations or any of the Borrowers as shown on the Financialsrespective balance sheets of such predecessor corporations and each of the Borrowers described above, except (a) as contemplated herein, herein and (b) for changes in the ordinary course of business (none of which individually or in the aggregate has been materially adverse). All information, reports and other papers and data furnished to Agent or any Lender are or will be, at the time the same are so furnished to Agent or any Lender, accurate and correct in all material respects and complete insofar as completeness may be necessary to give Agent and the Lenders a true and accurate knowledge of the subject matter thereof.