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. 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.

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 and other papers and data furnished to Agent properties, operations or any Lender are condition (financial or will be, at the time the same are so furnished to Agent otherwise) 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 business prospects of the subject matter thereofParent and its Subsidiaries taken as a whole.

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 and other papers and data furnished to Agent properties, operations or any Lender are condition (financial or will be, at the time the same are so furnished to Agent otherwise) 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 business prospects of the subject matter thereofParent and its Subsidiaries taken as a whole.

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 thereof.consolidated 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

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 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 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 of the subject matter thereoffurnished.

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 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. (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 and other papers and data furnished to Agent properties, operations or any Lender are condition (financial or will be, at the time the same are so furnished to Agent otherwise) 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 business prospects of the subject matter thereofParent and its Subsidiaries taken as a whole.

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 statements will be officer or treasurer of Stone-Canada as having been prepared in conformity accordance with GAAP generally accepted accounting principles 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. (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"). The Financials are in accordance with the books and records of Rail Borrower and its Subsidiaries based on financial data as of September 26, 1997. The Financial Statements are complete and accurate and fairly present represents the consolidated assets, liabilities, 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 Borrower in accordance with GAAP. In additionGenerally Accepted Accounting Principles, Deco has furnished to each Lender a consolidated balance sheet of Deco and its subsidiaries consistently applied, as of June 1September 26, 1996 1997 (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 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 normal year-end adjustment) and the consolidated results of its operations of Rail and its Subsidiaries for the respective periods indicated then ended (subject, in the case of unaudited financial statements, subject to normal year-end adjustments) ). There are no omissions from the Financial Statements or other facts and such financial statements will circumstances not reflected in the Financial Statements which are or may be prepared in conformity with GAAP consistently applied throughout material. Except as contemplated hereby or otherwise permitted by the periods involved. Since Financing Agreements, since the date of the FinancialsFinancial Statements through the Effective Date, there have been no changes in neither the conditionBorrower nor any Subsidiary has: (i) except with respect to Contingent Retail Store Obligations and Permitted Liens, financial incurred any debts, obligations, or otherwiseliabilities (absolute, of Rail accrued, or contingent and its Subsidiaries as shown on the Financials, whether due or to become due) except (a) as contemplated herein, and (b) for changes current liabilities incurred in the ordinary course of business which (none of which individually or in the aggregate has been materially adverse). All informationaggregate) will not have a Material Adverse Effect; (ii) except with respect to Contingent Retail Store Obligations and Permitted Liens, reports 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 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 papers than in the usual and data furnished 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 Agent or Contingent Retail Store Obligations and Permitted Liens, agreed to do 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 thereofforegoing other than pursuant hereto.

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. 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 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.