REVIEWED AND THAT IN THE COURSE OF THEIR AUDIT OF THE COMPANY AND ITS
SUBSIDIARIES NO FACTS HAVE COME TO THEIR ATTENTION THAT CAUSE THEM TO BELIEVE
THAT ANY DEFAULT EXISTS AND IN PARTICULAR THAT THEY HAVE NO KNOWLEDGE OF ANY
DEFAULT UNDER THE COMPUTATION COVENANTS OR, IF SUCH IS NOT THE CASE, SPECIFYING
SUCH DEFAULT AND THE NATURE THEREOF.
THIS STATEMENT IS FURNISHED BY SUCH
ACCOUNTANTS WITH THE UNDERSTANDING THAT THE EXAMINATION OF SUCH ACCOUNTANTS
CANNOT BE RELIED UPON TO GIVE SUCH ACCOUNTANTS KNOWLEDGE OF ANY SUCH DEFAULT
EXCEPT AS IT RELATES TO ACCOUNTING OR AUDITING MATTERS WITHIN THE SCOPE OF THEIR
AUDIT.
45
(C)
A CERTIFICATE OF THE COMPANY SIGNED BY A FINANCIAL OFFICER TO THE EFFECT
THAT SUCH OFFICER HAS CAUSED THIS AGREEMENT TO BE REVIEWED AND HAS NO KNOWLEDGE
OF ANY DEFAULT, OR IF SUCH OFFICER HAS SUCH KNOWLEDGE, SPECIFYING SUCH DEFAULT
AND THE NATURE THEREOF, AND WHAT ACTION THE COMPANY HAS TAKEN, IS TAKING OR
PROPOSES TO TAKE WITH RESPECT THERETO.
(D)
COMPUTATIONS BY THE COMPANY COMPARING THE FINANCIAL STATEMENTS REFERRED TO
ABOVE WITH THE MOST RECENT BUDGET FOR SUCH FISCAL YEAR FURNISHED TO THE LENDERS
IN ACCORDANCE WITH SECTION 6.4.4.
(E)
COMPUTATIONS BY THE COMPANY IN SUBSTANTIALLY THE FORM OF EXHIBIT 6.4
DEMONSTRATING, AS OF THE END OF SUCH FISCAL YEAR, COMPLIANCE WITH THE
COMPUTATION COVENANTS AND CONSOLIDATED EXCESS CASH FLOW, SIGNED BY A FINANCIAL
OFFICER.
(F)
CALCULATIONS, AS AT THE END OF SUCH FISCAL YEAR, OF (I) THE ACCUMULATED
BENEFIT OBLIGATIONS FOR EACH PLAN (OTHER THAN MULTIEMPLOYER PLANS) OF THE
COMPANY AND ITS SUBSIDIARIES AND (II) THE FAIR MARKET VALUE OF THE ASSETS OF
SUCH PLAN ALLOCABLE TO SUCH BENEFITS.
(G)
SUPPLEMENTS TO EXHIBITS 7.1, 7.2.2, 7.3 AND 7.14 SHOWING ANY CHANGES IN THE
INFORMATION SET FORTH IN SUCH EXHIBITS NOT PREVIOUSLY FURNISHED TO THE LENDERS
IN WRITING, AS WELL AS ANY CHANGES IN THE CHARTER, BY-LAWS OR INCUMBENCY OF
OFFICERS OF DRAC, THE COMPANY AND ITS SUBSIDIARIES FROM THOSE PREVIOUSLY
CERTIFIED TO THE LENDERS AND THE AGENT.
(H)
IN THE EVENT OF A CHANGE IN GAAP, COMPUTATIONS BY THE COMPANY, SIGNED BY A
FINANCIAL OFFICER, RECONCILING THE FINANCIAL STATEMENTS REFERRED TO ABOVE WITH
FINANCIAL STATEMENTS PREPARED IN ACCORDANCE WITH GAAP AS APPLIED TO THE OTHER
COVENANTS IN SECTION 9 AND RELATED DEFINITIONS.
(I)
IN REASONABLE DETAIL, MANAGEMENT'S DISCUSSION AND ANALYSIS OF THE RESULTS
OF OPERATIONS AND THE FINANCIAL CONDITION OF THE COMPANY AND ITS SUBSIDIARIES AS
AT THE END OF AND FOR THE YEAR COVERED BY SUCH FINANCIAL STATEMENTS.
6.4.2.
QUARTERLY REPORTS.
THE COMPANY SHALL FURNISH TO THE LENDERS AS SOON AS
AVAILABLE AND, IN ANY EVENT, WITHIN 45 DAYS AFTER THE END OF EACH OF THE FIRST
THREE FISCAL QUARTERS OF THE COMPANY, THE INTERNALLY PREPARED CONSOLIDATED
BALANCE SHEET OF THE COMPANY AND ITS SUBSIDIARIES AS OF THE END OF SUCH FISCAL
QUARTER, THE CONSOLIDATED STATEMENTS OF INCOME, OF CHANGES IN SHAREHOLDERS'
EQUITY AND OF CASH FLOWS OF THE COMPANY AND ITS SUBSIDIARIES FOR SUCH FISCAL
QUARTER AND FOR THE