Exhibit 4.6


 


SEVENTH AMENDMENT


to


SECOND AMENDED AND RESTATED CREDIT
AGREEMENT


 


This
SEVENTH AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT (the “Amendment”),
executed as of August 5, 2005 and effective as of August 1, 2005, by
and among THERMADYNE INDUSTRIES, INC., a Delaware corporation (“Industries”),
THERMAL DYNAMICS CORPORATION, a Delaware corporation (“Dynamics”), TWECO
PRODUCTS, INC., a Delaware corporation (“Tweco”), VICTOR EQUIPMENT
COMPANY, a Delaware corporation (“Victor”), C & G SYSTEMS, INC.,
an Illinois corporation (“C & G”), STOODY COMPANY, a Delaware
corporation (“Stoody”), THERMAL ARC, INC., a Delaware corporation (“Thermal
Arc”), PROTIP CORPORATION, a Missouri corporation (“ProTip”), THERMADYNE
INTERNATIONAL CORP., a Delaware corporation (“International”, and
collectively with ProTip, Thermal Arc, Stoody, C & G, Victor, Tweco,
Dynamics and Industries, the “Borrowers”), the other persons designated
as Credit Parties on the signature pages hereof, GENERAL ELECTRIC CAPITAL
CORPORATION, a Delaware corporation (“Agent”) and the Persons signatory
thereto from time to time as Lenders. 
Unless otherwise specified herein, capitalized terms used in this
Amendment shall have the meanings ascribed to them in Annex A to
the Credit Agreement and the Intercreditor Agreement (each as hereinafter
defined). 


 


RECITALS


 


WHEREAS, the Borrowers, the Credit Parties, Agent and
Lenders have entered into that certain Second Amended and Restated Credit
Agreement dated as of November 22, 2004 (as further amended, supplemented,
restated or otherwise modified from time to time, the “Credit Agreement”
); and


 


WHEREAS, the Borrowers have requested that Requisite
Lenders amend certain provisions of the Credit Agreement to, among other
things, amend and restate the Financial Covenants;


 


NOW THEREFORE, in consideration of the mutual
execution hereof and other good and valuable consideration, the parties hereto
agree as follows:


 


1.                                       Amendment
to Section 5.  Section 5 of
the Credit Agreement is hereby amended by adding the following new Section 5.14:


 


“Section 5.14.   If on any day (the “Shortfall Day”)
Borrowing Availability is less than $10,000,000, Borrower shall deliver to
Agent within 15 days after the Shortfall Day a 13-week availability forecast
report (provided, that no more than one such forecast report shall be required
for more than one Shortfall Day during any period of 30 consecutive days), in
form and substance reasonably acceptable to Agent, for the 13-week period
beginning on the Shortfall Day.”


 





















 


2.                                       Amendment
and Restatement of Annex F.  Annex F
of the Credit Agreement is hereby amended and restated in its entirety to read
as provided on Exhibit F attached hereto.


 


3.                                       Amendment
and Restatement of Annex G.  Annex G
of the Credit Agreement is hereby amended and restated in its entirety to read
as provided on Exhibit G attached hereto.


 


4.                                       Representations
and Warranties of Credit Parties. 
The Credit Parties represent and warrant that:


 


(a)                                            the
execution, delivery and performance by the Credit Parties of this Amendment
have been duly authorized by all necessary corporate action required on its
part and this Amendment is a legal, valid and binding obligation of the Credit
Parties enforceable against the Credit Parties in accordance with its terms
except as the enforcement thereof may be subject to (i) the effect of any
applicable bankruptcy, insolvency, reorganization, moratorium or similar laws
affecting creditors’ rights generally and (ii) general principles of
equity (regardless of whether enforcement is sought in a proceeding in equity
or at law); and


 


(b)                                           after
giving effect to this Amendment, each of the representations and warranties
contained in the Credit Agreement is true and correct in all material respects
on and as of the date hereof as if made on the date hereof, except to the
extent that such representations and warranties expressly relate to an earlier
date.


 


5.                                       Conditions
To Effectiveness.  This Amendment
shall be effective upon the following (all in form and substance satisfactory
to Agent):


 


(a)                                        execution
and delivery of this Amendment by the Requisite Lenders and the Credit Parties;
and


 


(b)                                       the
Agent shall have received a copy of a fully executed and delivered amendment,
in form and substance satisfactory to Agent, to that certain Second Lien Credit
Agreement, dated as of July 29, 2004, by and among the Borrowers, Credit
Suisse First Boston and the other Persons signatory thereto;


 


(c)                                        the
Agent shall have received, for the ratable benefit of the Lenders, payment of
an amendment fee in an amount equal to $25,000 (which shall be fully earned and
payable as of the date hereof); and


 


(d)                                       payment
in full of all fees, costs and expenses, including the reasonable fees, costs
and expenses of counsel or other advisors for advice, assistance, or other representation
in connection with this Amendment, as provided in Section 11.3(a) of
the Credit Agreement.


 


2





















 


6.                                       Reference
To And Effect Upon The Credit Agreement.


 


(a)                                            The
Credit Agreement and the other Loan Documents shall remain in full force and
effect, as amended hereby, and are hereby ratified and confirmed.


 


(b)                                           The
execution, delivery and effectiveness of this Amendment shall not operate as a
waiver of any right, power or remedy of Agent or any Lender under the Credit
Agreement or any Loan Document, nor constitute a waiver or amendment of any
provision of the Credit Agreement or any Loan Document, except as specifically
set forth herein.  Upon the effectiveness
of this Amendment, each reference in the Credit Agreement to “this Credit
Agreement,” “hereunder,”  “hereof,” “herein”
or words of similar import shall mean and be a reference to the Credit
Agreement as amended hereby.


 


7.                                       Governing
Law.  THIS AMENDMENT SHALL BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS (AS OPPOSED TO
CONFLICTS OF LAWS PROVISIONS) OF THE STATE OF NEW YORK.


 


8.                                       Headings.  Section headings in this Amendment are
included herein for convenience of reference only and shall not constitute a
part of this Amendment for any other purposes.


 


9.                                       Counterparts.  This Amendment may be executed in any number
of counterparts, each of which when so executed shall be deemed an original,
but all such counterparts shall constitute one and the same instrument.


 


10.                                 Reaffirmation
of Guaranties.  The Credit Parties
signatory hereto hereby reaffirm their Guaranties of the Obligations, taking
into account the provisions of this Amendment.


 


[Signature pages follow]


 


3





















 


IN WITNESS
WHEREOF, the parties hereto have executed and delivered this Amendment as of
the date first written above.


 


	
   

  	
  LENDER:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  GENERAL
  ELECTRIC CAPITAL

  	
   

  
	
   

  	
  CORPORATION,

  	
   

  
	
   

  	
  as Agent and
  Lender

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Dennis W.
  Cloud

  	
   

  
	
   

  	
   

  	
  Duly Authorized Signatory

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  CREDIT PARTIES:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  THERMADYNE
  INDUSTRIES, INC.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Patricia S.
  Williams

  	
   

  
	
   

  	
  Name:

  	
  Patricia S.
  Williams

  	
   

  
	
   

  	
  Title:

  	
  VP, Secretary
  & General Counsel

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  THERMAL
  DYNAMICS CORPORATION

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Patricia S.
  Williams

  	
   

  
	
   

  	
  Name:

  	
  Patricia S.
  Williams

  	
   

  
	
   

  	
  Title:

  	
  VP, Secretary
  & General Counsel

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  TWECO
  PRODUCTS, INC.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Patricia S.
  Williams

  	
   

  
	
   

  	
  Name:

  	
  Patricia S.
  Williams

  	
   

  
	
   

  	
  Title:

  	
  VP, Secretary
  & General Counsel

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  VICTOR
  EQUIPMENT COMPANY

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Patricia S.
  Williams

  	
   

  
	
   

  	
  Name:

  	
  Patricia S.
  Williams

  	
   

  
	
   

  	
  Title:

  	
  VP, Secretary
  & General Counsel

  	
   

  
						



 





















 


	
   

  	
  C &
  G SYSTEMS, INC.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Patricia S.
  Williams

  	
   

  
	
   

  	
  Name:

  	
  Patricia S.
  Williams

  	
   

  
	
   

  	
  Title:

  	
  VP, Secretary
  & General Counsel

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  STOODY
  COMPANY

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Patricia S.
  Williams

  	
   

  
	
   

  	
  Name:

  	
  Patricia S.
  Williams

  	
   

  
	
   

  	
  Title:

  	
  VP, Secretary
  & General Counsel

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  THERMAL
  ARC, INC.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Patricia S.
  Williams

  	
   

  
	
   

  	
  Name:

  	
  Patricia S.
  Williams

  	
   

  
	
   

  	
  Title:

  	
  VP, Secretary
  & General Counsel

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  THERMADYNE
  INTERNATIONAL CORP.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Patricia S.
  Williams

  	
   

  
	
   

  	
  Name:

  	
  Patricia S.
  Williams

  	
   

  
	
   

  	
  Title:

  	
  VP, Secretary
  & General Counsel

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  PROTIP
  CORPORATION

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Patricia S.
  Williams

  	
   

  
	
   

  	
  Name:

  	
  Patricia S.
  Williams

  	
   

  
	
   

  	
  Title:

  	
  VP, Secretary
  & General Counsel

  	
   

  
						



 





















 


	
   

  	
  THERMADYNE
  HOLDINGS CORPORATION

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Patricia S.
  Williams

  	
   

  
	
   

  	
  Name:

  	
  Patricia S.
  Williams

  	
   

  
	
   

  	
  Title:

  	
  VP, Secretary
  & General Counsel

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  MECO
  HOLDING COMPANY

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Patricia S.
  Williams

  	
   

  
	
   

  	
  Name:

  	
  Patricia S.
  Williams

  	
   

  
	
   

  	
  Title:

  	
  VP, Secretary
  & General Counsel

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  C&G
  SYSTEMS HOLDING, INC.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Patricia S.
  Williams

  	
   

  
	
   

  	
  Name:

  	
  Patricia S.
  Williams

  	
   

  
	
   

  	
  Title:

  	
  VP, Secretary
  & General Counsel

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  THERMADYNE
  AUSTRALIA PTY LTD.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Patricia S.
  Williams

  	
   

  
	
   

  	
  Name:

  	
  Patricia S.
  Williams

  	
   

  
	
   

  	
  Title:

  	
  VP, Secretary
  & General Counsel

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  DUXTECH
  PTY LTD.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Patricia S.
  Williams

  	
   

  
	
   

  	
  Name:

  	
  Patricia S.
  Williams

  	
   

  
	
   

  	
  Title:

  	
  VP, Secretary
  & General Counsel

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  CIGWELD
  PTY LTD.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Patricia S.
  Williams

  	
   

  
	
   

  	
  Name:

  	
  Patricia S.
  Williams

  	
   

  
	
   

  	
  Title:

  	
  VP, Secretary
  & General Counsel

  	
   

  
						



 





















 


	
   

  	
  QUETALA
  PTY. LTD.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Patricia S.
  Williams

  	
   

  
	
   

  	
  Name:

  	
  Patricia S. Williams

  	
   

  
	
   

  	
  Title:

  	
  VP, Secretary
  & General Counsel

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  QUETACK
  PTY. LTD.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Patricia S.
  Williams

  	
   

  
	
   

  	
  Name:

  	
  Patricia S.
  Williams

  	
   

  
	
   

  	
  Title:

  	
  VP, Secretary
  & General Counsel

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  THERMADYNE
  WELDING PRODUCTS

  CANADA LIMITED

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Patricia S.
  Williams

  	
   

  
	
   

  	
  Name:

  	
  Patricia S.
  Williams

  	
   

  
	
   

  	
  Title:

  	
  VP, Secretary
  & General Counsel

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  THERMADYNE
  INDUSTRIES LIMITED

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Patricia S.
  Williams

  	
   

  
	
   

  	
  Name:

  	
  Patricia S.
  Williams

  	
   

  
	
   

  	
  Title:

  	
  VP, Secretary
  & General Counsel

  	
   

  
						



 





















 


EXHIBIT F


 


AMENDED AND RESTATED ANNEX F (Section 4.1(b))


to


CREDIT AGREEMENT


 


COLLATERAL REPORTS


 


Borrowers shall deliver or cause to be delivered the
following:


 


(a)                                  To
Agent, upon its request, and in any event no less frequently than ten (10) Business
Days after the end of each Fiscal Month (except that the October, 2004 report
shall not be due until November 30, 2004) (together with a copy of all or
any part of the following reports requested by any Lender in writing after the
Closing Date), each of the following reports, each of which shall be prepared
by the applicable Borrower as of the last day of the immediately preceding
Fiscal Month:


 


(i)                                     a
Borrowing Base Certificate with respect to each Collateral Party, in each case
accompanied by such supporting detail and documentation as shall be requested
by Agent in its reasonable discretion;


 


(ii)                                  with
respect to each Collateral Party, a summary of Inventory by location and type
with a supporting perpetual Inventory report, in each case accompanied by such
supporting detail and documentation as shall be requested by Agent in its
reasonable discretion; and


 


(iii)                               with
respect to each Collateral Party, a monthly aging summary showing Accounts
outstanding aged from invoice date as follows: 
1 to 30 days, 31 to 60 days, 61 to 90 days and 91 days or more,
accompanied by such supporting detail and documentation as shall be requested
by Agent in its reasonable discretion.


 


(b)                                 To
Agent, on a monthly basis or at such more frequent intervals as Agent may request
from time to time (together with a copy of all or any part of such delivery
requested by any Lender in writing after the Closing Date), collateral reports
with respect to each Collateral Party, including all additions and reductions
(cash and non-cash) with respect to Accounts of such Collateral Party, in each
case accompanied by such supporting detail and documentation as shall be
requested by Agent in its reasonable discretion each of which shall be prepared
by the applicable Collateral Party as of the last day of the immediately
preceding week;


 


(c)                                  To
Agent, at the time of delivery of each of the monthly Financial Statements
delivered pursuant to Annex E:


 


(i)                                     a
reconciliation of the Accounts trial balance of each Collateral Party to such
Collateral Party’s most recent Borrowing Base Certificate, general ledger and
monthly Financial Statements delivered pursuant to Annex E, in each case
accompanied by such supporting detail and documentation as shall be requested
by Agent in its reasonable discretion;


 


4





















 


(ii)                                  a
reconciliation of the perpetual inventory by location of each Collateral Party
to such Collateral Party’s most recent Borrowing Base Certificate, general
ledger and monthly Financial Statements delivered pursuant to Annex E,
in each case accompanied by such supporting detail and documentation as shall
be requested by Agent in its reasonable discretion;


 


(iii)                               an
aging of accounts payable and a reconciliation of that accounts payable aging
to each Borrower’s general ledger and monthly Financial Statements delivered
pursuant to Annex E, in each case accompanied by such supporting
detail and documentation as shall be requested by Agent in its reasonable
discretion;


 


(iv)                              a
reconciliation of the outstanding Loans as set forth in the monthly Loan
Account statement provided by Agent to the Borrowers general ledger and monthly
Financial Statements delivered pursuant to Annex E, in each case
accompanied by such supporting detail and documentation as shall be requested
by Agent in its reasonable discretion;


 


(v) a
detailed report of unpaid shipping and related charges that are owing or will
be owing to shippers with respect to Eligible In-Transit Inventory reported on
the Borrowing Base for such Fiscal Month;


 


(vi) a
detailed report of the Inventory in-transit from the United States to Canada on
the date thereof; and


 


(vii) a
detailed report of any amounts payable to any of the Collateral Party’s
consignee’s with respect to Eligible Consigned Inventory.


 


(d)                                 To
Agent, at the time of delivery of each of the annual Financial Statements
delivered pursuant to Annex E, (i) a listing of government
contracts of each Collateral Party subject to the Federal Assignment of Claims
Act of 1940 or the Financial Administration Act (Canada); and (ii) a list
of any applications for the registration of any Patent, Trademark or Copyright
filed by any Credit Party with the United States Patent and Trademark Office,
the United States Copyright Office or any similar office or agency (in the
United States of America or any other jurisdiction) in the prior Fiscal
Quarter;


 


(e)                                  Each
Collateral Party, at its own expense, shall deliver to Agent the results of
each physical verification, if any, that such Collateral Party or any of its
Subsidiaries may in their discretion have made, or caused any other Person to
have made on their behalf, of all or any portion of their Inventory (and, if a
Default or an Event of Default has occurred and is continuing, each Collateral
Party shall, upon the request of Agent, conduct, and deliver the results of,
such physical verifications as Agent may require);


 


(f)                                    Each
Collateral Party, at its own expense, shall deliver to Agent such appraisals of
its assets as Agent may request at any time, such appraisals to be conducted by
an appraiser, and in form and substance reasonably satisfactory to Agent; provided,
however, so long as no Default or Event of Default is continuing, Agent
shall not obtain or request an appraisal as to any


 


5





















 


particular category of Collateral to be performed more
than two times during any Year at Borrower’s expense;


 


(g)                                 Such
other reports, statements and reconciliations with respect to the Borrowing
Base, Collateral or Obligations of any or all Credit Parties as Agent shall
from time to time request in its reasonable discretion; and


 


(h)                                 The
UK Collateral Party shall, immediately upon becoming aware of the same, provide
the Agent with details in writing of any creditor of the UK Collateral Party
whose terms of business include retention of title provisions.


 


6





















 


EXHIBIT G


 


AMENDED AND RESTATED ANNEX G (Section 6.10)


to


CREDIT AGREEMENT


 


FINANCIAL COVENANTS


 


(a)                                  Financial
Covenants. Borrowers shall not breach or fail to comply with any of the
following financial covenants, each of which shall be calculated in accordance
with GAAP consistently applied:


 


(i)                                     Maximum
Capital Expenditures.  Holdings and
its Subsidiaries on a consolidated basis shall not make Capital Expenditures
during the following periods that exceed in the aggregate the amounts set forth
opposite each of such periods:


 


	
  Period

  	
   

  	
  Maximum Capital Expenditures
  per Period

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Fiscal Year 2003;

  	
   

  	
   

  	
  $

  	
  18,000,000

  	
   

  	
   

  
	
  Fiscal Year 2004;

  	
   

  	
   

  	
  $

  	
  17,000,000

  	
   

  	
   

  
	
  Fiscal Year 2005;

  	
   

  	
   

  	
  $

  	
  17,000,000

  	
   

  	
   

  
	
  Fiscal Year 2006;

  	
   

  	
   

  	
  $

  	
  18,000,000

  	
   

  	
   

  
	
  Fiscal Year 2007;

  	
   

  	
   

  	
  $

  	
  18,000,000

  	
   

  	
   

  
	
  Fiscal Year 2008;

  	
   

  	
   

  	
  $

  	
  18,000,000

  	
   

  	
   

  



 


; provided, however, that the amount of
permitted Capital Expenditures referenced above will be increased in any period
by the positive amount equal to the lesser of (i) 50% of the amount of
permitted Capital Expenditures for the immediately prior period, and (ii) the
amount (if any), equal to the difference obtained by taking the Capital
Expenditures limit specified above for the immediately prior period minus
the actual amount of any Capital Expenditures expended during such prior period
(the “Carry Over Amount”), and for purposes of measuring compliance
herewith, the Carry Over Amount shall be deemed to be the last amount spent on
Capital Expenditures in that succeeding year; provided, further,
that the amount of Capital Expenditures for Fiscal Year 2003 and Fiscal Year
2004 shall not include up to $5,500,000 of Capital Expenditures made in connection
with the expansion of the real property located in Denton, Texas to the extent
financed with a Capital Lease.


 


(ii) Minimum
Fixed Charge Coverage Ratio. 
Holdings and its Subsidiaries shall have on a consolidated basis at the
end of each Fiscal Quarter, a Fixed Charge Coverage Ratio for the 12-month
period then ended of not less than the following:


 


1.10 for the Fiscal Quarter ending December 31,
2003;


1.10 for the Fiscal Quarter ending March 31,
2004;


1.05 for the Fiscal Quarter ending June 30, 2004;


1.00 for the Fiscal Quarter ending September 30,
2004;


0.90 for the Fiscal Quarter ending December 31,
2004;


 


S-1





















 


0.85 for the Fiscal Quarter ending March 31,
2005;


0.90 for the Fiscal Quarter ending June 30, 2005;


1.00 for the Fiscal Quarter ending September 30,
2005;


1.10 for the Fiscal Quarter ending December 31,
2005;


1.05 for the Fiscal Quarter ending March 31,
2006;


1.05 for the Fiscal Quarter ending June 30, 2006;


1.05 for the Fiscal Quarter ending September 30,
2006; and


1.10 for each Fiscal Quarter thereafter.


 


(iii)                               Minimum
EBITDA.  Until such time as the
Second Lien Loan Obligations have been paid in full in accordance with Section 6.3(b)(vi) or
refinanced in accordance with Section 5.13, Holdings and its
Subsidiaries on a consolidated basis shall have, at the end of each Fiscal
Quarter set forth below, EBITDA for the 12-month period then ended of not less
than the following:


 


	
  Period

  	
   

  	
  EBITDA

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Fiscal Quarter ending December 31, 2003

  	
   

  	
  $

  	
  48,000,000

  	
   

  
	
  Fiscal Quarter ending March 31, 2004

  	
   

  	
  $

  	
  46,500,000

  	
   

  
	
  Fiscal Quarter ending June 30, 2004

  	
   

  	
  $

  	
  47,600,000

  	
   

  
	
  Fiscal Quarter ending September 30, 2004

  	
   

  	
  $

  	
  47,000,000

  	
   

  
	
  Fiscal Quarter ending December 31, 2004

  	
   

  	
  $

  	
  41,500,000

  	
   

  
	
  Fiscal Quarter ending March 31, 2005

  	
   

  	
  $

  	
  39,000,000

  	
   

  
	
  Fiscal Quarter ending June 30, 2005

  	
   

  	
  $

  	
  37,000,000

  	
   

  
	
  Fiscal Quarter ending September 30, 2005

  	
   

  	
  $

  	
  40,440,000

  	
   

  
	
  Fiscal Quarter ending December 31, 2005

  	
   

  	
  $

  	
  46,690,000

  	
   

  
	
  Fiscal Quarter ending March 31, 2006

  	
   

  	
  $

  	
  44,320,000

  	
   

  
	
  Fiscal Quarter ending June 30, 2006

  	
   

  	
  $

  	
  49,980,000

  	
   

  
	
  Fiscal Quarter ending September 30, 2006

  	
   

  	
  $

  	
  49,130,000

  	
   

  
	
  Fiscal Quarter ending December 31, 2006

  	
   

  	
  $

  	
  61,070,000

  	
   

  
	
  Fiscal Quarter ending March 31, 2007

  	
   

  	
  $

  	
  60,175,000

  	
   

  
	
  Fiscal Quarter ending June 30, 2007

  	
   

  	
  $

  	
  60,650,000

  	
   

  
	
  Fiscal Quarter ending September 30, 2007

  	
   

  	
  $

  	
  61,125,000

  	
   

  
	
  Fiscal Quarter ending December 31, 2007

  	
   

  	
  $

  	
  61,600,000

  	
   

  
	
  Fiscal Quarter ending March 31, 2008

  	
   

  	
  $

  	
  62,075,000

  	
   

  
	
  Fiscal Quarter ending June 30, 2008

  	
   

  	
  $

  	
  62,550,000

  	
   

  
	
  Fiscal Quarter ending September 30, 2008

  	
   

  	
  $

  	
  63,025,000

  	
   

  
	
  Fiscal Quarter ending December 31, 2008 and for
  each Fiscal Quarter ending thereafter

  	
   

  	
  $

  	
  63,500,000

  	
   

  



 


(iv)                              (iv)                              Maximum
Leverage Ratio.  Until such time as
the Second Lien Loan Obligations have been paid in full in accordance with Section 6.3(b)(vi) or
refinanced in accordance with Section 5.13 (provided,
however, that if after such payment in full or refinancing, Borrowing
Availability is at any time less than $15,000,000 this Financial Covenant shall
be reinstated until the Commitment Termination Date), Holdings and its
Subsidiaries on a consolidated basis shall have, at


 





















 


the end of each Fiscal Quarter set forth below, a Leverage Ratio as of
the last day of such Fiscal Quarter and for the 12-month period then ended of
not more than the following:


 


5.00 for the Fiscal Quarter ending December 31,
2003;


5.00 for the Fiscal Quarter ending March 31,
2004;


5.00 for the Fiscal Quarter ending June 30, 2004;


5.53 for the Fiscal Quarter ending September 30,
2004;


6.18 for the Fiscal Quarter ending December 31,
2004;


6.70 for the Fiscal Quarter ending March 31,
2005;


7.08 for the Fiscal Quarter ending June 30, 2005;


6.35 for the Fiscal Quarter ending September 30,
2005;


5.17 for the Fiscal Quarter ending December 31,
2005;


5.70 for the Fiscal Quarter ending March 31,
2006; and


4.89 for the Fiscal Quarter ending June 30, 2006;


4.94 for the Fiscal Quarter ending September 30,
2006; and


4.00 for each Fiscal Quarter ending thereafter.


 


(b)                                 Enhanced
Financial Covenants:


 


(i)                                     Minimum
Fixed Charge Coverage Ratio. 
Holdings and its Subsidiaries shall have, on a consolidated basis, a
Fixed Charge Coverage Ratio for the 12-month period ending April 30, 2004
of not less than 1.25.


 


(ii)                                  Minimum
EBITDA. Holdings and its Subsidiaries shall have, on a consolidated basis,
EBITDA for the 12-month period ending April 30, 2004 of not less than
$51,000,000.


 


(iii)                               Maximum Leverage
Ratio.  Holdings and its Subsidiaries
shall have, on a consolidated basis, a Leverage Ratio for the 12-month period
ending April 30, 2004 of not more than 4.25.


 


Unless otherwise specifically provided herein, any
accounting term used in the Agreement shall have the meaning customarily given
such term in accordance with GAAP, and all financial computations hereunder
shall be computed in accordance with GAAP consistently applied.  That certain items or computations are
explicitly modified by the phrase “in accordance with GAAP” shall in no way be
construed to limit the foregoing.  If any
“Accounting Changes” (as defined below) occur and such changes result in a
change in the calculation of the financial covenants, standards or terms used
in the Agreement or any other Loan Document, then Borrowers, Agent and Lenders
agree to enter into negotiations in order to amend such provisions of the
Agreement so as to equitably reflect such Accounting Changes with the desired
result that the criteria for evaluating Borrowers’ and their Subsidiaries’
financial condition shall be the same after such Accounting Changes as if such
Accounting Changes had not been made; provided, however, that the
agreement of Requisite Lenders to any required amendments of such provisions
shall be sufficient to bind all Lenders. 
“Accounting Changes” means (i) changes in accounting
principles required by the promulgation of any rule, regulation, pronouncement
or


 





















 


opinion by the Financial Accounting Standards Board of
the American Institute of Certified Public Accountants (or successor thereto or
any agency with similar functions); (ii) changes in accounting principles
concurred in by any Borrower’s certified public accountants; (iii) purchase
accounting adjustments under A.P.B. 16 or 17 and EITF 88-16, and the
application of the accounting principles set forth in FASB 109, including the
establishment of reserves pursuant thereto and any subsequent reversal (in
whole or in part) of such reserves; and (iv) the reversal of any reserves
established as a result of purchase accounting adjustments.  All such adjustments resulting from
expenditures made subsequent to the Closing Date (including capitalization of
costs and expenses or payment of pre-Closing Date liabilities) shall be treated
as expenses in the period the expenditures are made and deducted as part of the
calculation of EBITDA in such period.  If
Agent, Borrowers and Requisite Lenders agree upon the required amendments, then
after appropriate amendments have been executed and the underlying Accounting
Change with respect thereto has been implemented, any reference to GAAP
contained in the Agreement or in any other Loan Document shall, only to the
extent of such Accounting Change, refer to GAAP, consistently applied after
giving effect to the implementation of such Accounting Change.  If Agent, Borrowers and Requisite Lenders
cannot agree upon the required amendments within thirty (30) days following the
date of implementation of any Accounting Change, then all Financial Statements
delivered and all calculations of financial covenants and other standards and
terms in accordance with the Agreement and the other Loan Documents shall be
prepared, delivered and made without regard to the underlying Accounting
Change.  For purposes of Section 8.1,
a breach of a Financial Covenant contained in this Annex F shall be
deemed to have occurred as of any date of determination by Agent or as of the
last day of any specified measurement period, regardless of when the Financial
Statements reflecting such breach are delivered to Agent.