**Exhibit 4.3**

 

**LIMITEDCONSENT AND NINTH AMENDMENT**

** to**

**SECOND AMENDEDAND RESTATED CREDIT AGREEMENT**

 

This LIMITED CONSENT AND NINTH AMENDMENT TO SECOND AMENDEDAND RESTATED CREDIT AGREEMENT (this “Amendment”), dated as of November 7,2005, by and among THERMADYNE INDUSTRIES, INC., a Delaware corporation (“Industries”),THERMAL DYNAMICS CORPORATION, a Delaware corporation (“Dynamics”), TWECOPRODUCTS, INC., a Delaware corporation (“Tweco”), VICTOR EQUIPMENTCOMPANY, a Delaware corporation (“Victor”), C & G SYSTEMS, INC., anIllinois corporation (“C & G”), STOODY COMPANY, a Delawarecorporation (“Stoody”), THERMAL ARC, INC., a Delaware corporation (“ThermalArc”), PROTIP CORPORATION, a Missouri corporation (“ProTip”), THERMADYNEINTERNATIONAL CORP., a Delaware corporation (“International”, andcollectively with ProTip, Thermal Arc, Stoody, C & G, Victor, Tweco,Dynamics and Industries, the “Borrowers”), the other persons designatedas Credit Parties on the signature pages hereof, GENERAL ELECTRIC CAPITALCORPORATION, a Delaware corporation (“Agent”) and the Persons signatorythereto from time to time as Lenders. Unless otherwise specified herein, capitalized terms used in thisAmendment shall have the meanings ascribed to them in Annex A tothe Credit Agreement and the Intercreditor Agreement (each as hereinafterdefined).

 

RECITALS

 

WHEREAS, theBorrowers, the Credit Parties, Agent and Lenders have entered into that certainSecond Amended and Restated Credit Agreement dated as of November 22, 2004 (asfurther amended, supplemented, restated or otherwise modified from time totime, the “Credit Agreement” ); and

 

WHEREAS, theBorrowers, Agent and Lenders have agreed to certain amendments as set forthherein;

 

NOW THEREFORE, inconsideration of the mutual execution hereof and other good and valuableconsideration, the parties hereto agree as follows:

###  

### 1.             Limited Consent.   Inaccordance with Section 5.2 of the Intercreditor Agreement, Agent herebyconsents to that certain Amendment No. 10 and Agreement to the Second LienCredit Agreement by and among Borrowers, Credit Suisse, Cayman Islands Branch(f/k/a Credit Suisse First Boston, acting through its Cayman Islands Branch),as administrative agent, and the other Persons signatory thereto, having theeffect of, among other things, increasing the aggregate principal amountoutstanding under the Second Lien Credit Agreement to $30,000,000.

###  

### 2.             Amendment toSection 5.13.  Section 5.13 of theCredit Agreement is hereby amended and restated in its entirety to read asfollows:

 

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“Unless the Second Lien Loan Obligations are prepaidin accordance with Section 6.3(b)(vi), no later than August 7, 2008 theSecond Lien Loan Obligations shall be refinanced or the terms and provisions ofthe Second Lien Loan Documents shall be amended, in each case on terms andconditions satisfactory to Agent in its sole discretion, so that theIndebtedness refinancing the Second Lien Loan Obligations or the Indebtednessevidenced by the amended Second Lien Loan Documents, as the case may be, maturesno earlier than 90 days after the fifth anniversary of the Closing Date, doesnot have the effect of increasing or decreasing the principal amount thereofand that is otherwise on terms and conditions no less favorable to Agent or anyLender than the terms of the existing Second Lien Loan Documents andIntercreditor Agreement.”

###  

### 3.             Amendment toSection 6.3(a)(xiii).  Section6.3(a)(xiii) of the Credit Agreement is hereby amended and restated to read inits entirety as follows:

 

“(xiii) Indebtedness consisting of Second Lien LoanObligations of Borrowers to Second Lien Lenders (as defined in theIntercreditor Agreement) under the Second Lien Credit Agreement in an aggregateprincipal amount not to exceed $30,000,000.”

###  

### 4.             Amendment toSection 6.3(b)(vi).  Section 6.3(b)(vi)of the Credit Agreement is hereby amended and restated to read in its entiretyas follows:

###  

### “(vi)  paymentin full of the Second Lien Loan Obligations, as long as at the time of suchpayment in full (a) no Event of Default has occurred and is continuing, (b)Borrowing Availability shall not be less than $50,000,000 (with all tradepayables being paid current other than those being contested in the ordinarycourse of business), at any time during the 90 day period immediately prior tosuch prepayment, and (c) Borrowers shall deliver to Agent projectionsevidencing that Borrowing Availability shall not be less than $20,000,000 (withall trade payables being paid current) at any time during the****one-year period immediately after givingeffect to such prepayment; provided, however, that condition (b) may besatisfied if on the day with the least amount of Borrowing Availability duringsuch 90 day period prior to such payment in full, (x) Borrowing Availability onsuch day, plus (y) without duplication, net cash proceeds arising out of thesale of any of Holdings’ Subsidiaries (with the prior written consent of Agent)occurring after the Closing Date and prior to August 7, 2008 exceeds $50,000,000(for the avoidance of doubt, Borrowing Availability for this measurement willbe considered on a pro forma basis net of any assets sold in such Subsidiarysales).”

###  

### 5.             Amendment toAnnex A.  Annex A of the CreditAgreement is hereby amended by amending and restating the definition of “SecondLien Credit Agreement” to read in its entirety as follows:

 

“Second Lien CreditAgreement” shall that certain Second Lien Credit Agreement, dated as ofJuly 29, 2004, by and among Credit Suisse, Cayman Islands Branch (f/k/a CreditSuisse First Boston, acting through its Cayman Islands Branch), asadministrative agent, the Borrowers and the other Persons signatory thereto, asamended, restated, supplemented or otherwise modified from time to time inaccordance with the Intercreditor Agreement.

 

2

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### 6.             Amendment andRestatement of Annex G.  Annex G ofthe Credit Agreement is hereby amended and restated in its entirety to read asprovided on Exhibit G attached hereto.

###  

### 7.             Representationsand Warranties of Credit Parties. The Credit Parties represent and warrant that:

####  

#### (a)       the execution, delivery and performanceby the Credit Parties of this Amendment have been duly authorized by allnecessary corporate action required on its part and this Amendment is a legal,valid and binding obligation of the Credit Parties enforceable against theCredit Parties in accordance with its terms except as the enforcement thereofmay be subject to (i) the effect of any applicable bankruptcy, insolvency,reorganization, moratorium or similar laws affecting creditors’ rightsgenerally and (ii) general principles of equity (regardless of whetherenforcement 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 istrue and correct in all material respects on and as of the date hereof as ifmade on the date hereof, except to the extent that such representations andwarranties expressly relate to an earlier date.

###  

### 8.             Conditions ToEffectiveness.  This Amendment shallbe effective upon the following (all in form and substance satisfactory toAgent):

####  

#### (a)     execution and delivery of this Amendment bythe Lenders and the Credit Parties; and

####  

#### (b)     the Agent shall have received a copy of afully executed and delivered amendment, in form and substance satisfactory toAgent, 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 Personssignatory thereto;

####  

#### (c)     the Agent shall have received, for theratable benefit of the Lenders, payment of an amendment fee in an amount equalto $20,000 (which shall be fully earned and payable as of the date hereof); and

####  

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

###  

### 9.             Reference To AndEffect Upon The Credit Agreement.

####  

#### (a)       The Credit Agreement and the other LoanDocuments shall remain in full force and effect, as amended hereby, and arehereby ratified and confirmed.

 

(b)       The consent and amendments set forthherein is effective solely for the purposes set forth herein and shall belimited precisely as written, and shall not be deemed to (i) be a consent toany amendment, waiver or modification of any other term or condition

 

3

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of the CreditAgreement or any other Loan Document, (ii) operate as a waiver or otherwiseprejudice any right, power or remedy that the Agent or the Lenders may now haveor may have in the future under or in connection with the Credit Agreement orany other Loan Document or (iii) constitute a waiver of any provision of theCredit Agreement or any Loan Document, except as specifically set forthherein.  Upon the effectiveness of thisWaiver, each reference in the Credit Agreement to “this Agreement”, “herein”, “hereof”and words of like import and each reference in the Credit Agreement and theLoan Documents to the Credit Agreement shall mean the Credit Agreement asamended hereby.  This Waiver shall beconstrued in connection with and as part of the Credit Agreement.

 

### 10.           Governing Law.  THIS AMENDMENT SHALL BE GOVERNED BY ANDCONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS (AS OPPOSED TO CONFLICTS OF LAWSPROVISIONS) OF THE STATE OF NEW YORK.

###  

### 11.           Headings.  Section headings in this Amendment areincluded herein for convenience of reference only and shall not constitute apart of this Amendment for any other purposes.

###  

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

###  

### 13.           Reaffirmation ofGuaranties.  The Credit Partiessignatory hereto hereby reaffirm their Guaranties of the Obligations, takinginto account the provisions of this Amendment.

 

[Signature pages follow]

 

4

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

 
|   | LENDER:                          |
|--------|----------------------------------|
|   |                             |
|   | **GENERAL ELECTRIC CAPITAL**     |
|   | **CORPORATION,**                 |
|   | as Agent and Lender              |
|   |                             |
|   | By:                              |   |
|   | Duly Authorized Signatory        |
|   |                             |
|   |                             |
|   | CREDIT PARTIES:                  |
|   |                             |
|   | **THERMADYNE INDUSTRIES, INC.**  |
|   |                             |
|   | By:                              |   |
|   | Name:                            |   |
|   | Title:                           |   |
|   |                             |
|   | **THERMAL DYNAMICS CORPORATION** |
|   |                             |
|   |                             |
|   | By:                              |   |
|   | Name:                            |   |
|   | Title:                           |   |
|   |                             |
|   | ** **                       |
|   | **TWECO PRODUCTS, INC.**         |
|   | ** **                       |
|   | ** **                       |
|   | By:                              |   |
|   | Name:                            |   |
|   | Title:                           |   |
|   |                             |
|   | ** **                       |
|   | **VICTOR EQUIPMENT COMPANY**     |
|   | ** **                       |
|   | By:                              |   |
|   | Name:                            |   |
|   | Title:                           |   |
|        |                                  |  |  |  |

 

1

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|   | **C & G SYSTEMS, INC.**        |
|--------|------------------------------------|
|   |                               |
|   | By:                                |   |
|   | Name:                              |   |
|   | Title:                             |   |
|   |                               |
|   | ** **                         |
|   | **STOODY COMPANY**                 |
|   |                               |
|   |                               |
|   | By:                                |   |
|   | Name:                              |   |
|   | Title:                             |   |
|   |                               |
|   | ** **                         |
|   | **THERMAL ARC, INC.**              |
|   |                               |
|   |                               |
|   | By:                                |   |
|   | Name:                              |   |
|   | Title:                             |   |
|   |                               |
|   | ** **                         |
|   | **THERMADYNE INTERNATIONAL CORP.** |
|   |                               |
|   |                               |
|   | By:                                |   |
|   | Name:                              |   |
|   | Title:                             |   |
|   |                               |
|   | ** **                         |
|   | **PROTIP CORPORATION**             |
|   |                               |
|   |                               |
|   | By:                                |   |
|   | Name:                              |   |
|   | Title:                             |   |
|        |                                    |  |  |  |

 

2

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|       | **THERMADYNE HOLDINGS CORPORATION** |
|------------|-------------------------------------|
|       |                                |
|       |                                |
|       | By:                                 |   |
|       | Name:                               |   |
|       | Title:                              |   |
|       |                                |
|       | ** **                          |
|       | **MECO HOLDING COMPANY**            |
|       |                                |
|       |                                |
|       | By:                                 |   |
|       | Name:                               |   |
|       | Title:                              |   |
|       |                                |
|       | ** **                          |
|       | **C&G SYSTEMS HOLDING, INC.**   |
|       |                                |
|       |                                |
|       | By:                                 |   |
|       | Name:                               |   |
|       | Title:                              |   |
|       |                                |
|       |                                |
| ** ** | **THERMADYNE AUSTRALIA PTY LTD.**   |
|       |                                |
|       |                                |
|       | By:                                 |   |
|       | Name:                               |   |
|       | Title:                              |   |
|       |                                |
|       |                                |
| ** ** | **DUXTECH PTY LTD.**                |
| ** ** | ** **                          |
|       |                                |
|       | By:                                 |   |
|       | Name:                               |   |
|       | Title:                              |   |
|       |                                |
|       |                                |
| ** ** | **CIGWELD PTY LTD.**                |
|       |                                |
|       |                                |
|       | By:                                 |   |
|       | Name:                               |   |
|       | Title:                              |   |
|            |                                     |  |  |  |

 

3

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|   | **QUETALA PTY. LTD.** |
|--------|-----------------------|
|   |                  |
|   |                  |
|   | By:                   |   |
|   | Name:                 |   |
|   | Title:                |   |
|   |                  |
|   |                  |
|   | **QUETACK PTY. LTD.** |
|   | ** **            |
|   |                  |
|   | By:                   |   |
|   | Name:                 |   |
|   | Title:                |   |
|        |                       |  |  |  |

 

4

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|   | **THERMADYNE WELDING PRODUCTS  CANADA LIMITED** |
|--------|-------------------------------------------------|
|   |                                            |
|   |                                            |
|   | By:                                             |   |
|   | Name:                                           |   |
|   | Title:                                          |   |
|   |                                            |
|   |                                            |
|   | **THERMADYNE INDUSTRIES LIMITED**               |
|   | ** **                                      |
|   |                                            |
|   | By:                                             |   |
|   | Name:                                           |   |
|   | Title:                                          |   |
|        |                                                 |  |  |  |

 

5

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EXHIBIT G

 

**AMENDED AND RESTATED ANNEX G (Section6.10)**

**to**

**CREDIT AGREEMENT**

**FINANCIAL COVENANTS**

 

(a)           Financial Covenants. Borrowersshall not breach or fail to comply with any of the following financialcovenants, each of which shall be calculated in accordance with GAAPconsistently applied:

 

(i)            Maximum Capital Expenditures.  Holdings and its Subsidiaries on aconsolidated basis shall not make Capital Expenditures during the followingperiods that exceed in the aggregate the amounts set forth opposite each ofsuch 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 referencedabove will be increased in any period by the positive amount equal to thelesser of (i) 50% of the amount of permitted Capital Expenditures for theimmediately prior period, and (ii) the amount (if any), equal to the differenceobtained by taking the Capital Expenditures limit specified above for theimmediately prior period minus the actual amount of any CapitalExpenditures expended during such prior period (the “Carry Over Amount”),and for purposes of measuring compliance herewith, the Carry Over Amount shallbe deemed to be the last amount spent on Capital Expenditures in thatsucceeding year; provided, further, that the amount of CapitalExpenditures 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 thereal property located in Denton, Texas to the extent financed with a CapitalLease.

 

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

 

1.10 for the FiscalQuarter ending December 31, 2003;

1.10 for the FiscalQuarter ending March 31, 2004;

1.05 for the FiscalQuarter ending June 30, 2004;

1.00 for the FiscalQuarter ending September 30, 2004;

0.90 for theFiscal Quarter ending December 31, 2004;

 

S-1

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0.85 for theFiscal Quarter ending March 31, 2005;

0.90 for theFiscal Quarter ending June 30, 2005;

0.97 for theFiscal Quarter ending September 30, 2005;

0.97 for theFiscal Quarter ending December 31, 2005;

0.88 for theFiscal Quarter ending March 31, 2006;

0.92 for the FiscalQuarter ending June 30, 2006;

1.04 for theFiscal Quarter ending September 30, 2006;

1.09 for theFiscal Quarter ending December 31, 2006; and

1.10 for eachFiscal Quarter thereafter.

 

(iii)          Minimum EBITDA.  Until such time as the Second Lien Loan Obligationshave been paid in full in accordance with Section 6.3(b)(vi) orrefinanced in accordance with Section 5.13, Holdings and itsSubsidiaries on a consolidated basis shall have, at the end of each FiscalQuarter set forth below, EBITDA for the 12-month period then ended of not lessthan 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                                                |       | $          | 44,554,000 |   |
| Fiscal Quarter ending March 31, 2006                                                   |       | $          | 42,274,000 |   |
| Fiscal Quarter ending June 30, 2006                                                    |       | $          | 47,532,000 |   |
| Fiscal Quarter ending September 30, 2006                                               |       | $          | 49,265,000 |   |
| Fiscal Quarter ending December 31, 2006                                                |       | $          | 50,432,000 |   |
| 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)          Maximum Leverage Ratio.  Until such time as the Second Lien LoanObligations 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 atany time less than $15,000,000 this Financial Covenant shall be reinstateduntil the Commitment Termination Date), Holdings and its Subsidiaries on aconsolidated basis shall

 

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have,at the end of each Fiscal Quarter set forth below, a Leverage Ratio as of thelast day of such Fiscal Quarter and for the 12-month period then ended of notmore than the following:

 

5.00 for the FiscalQuarter ending December 31, 2003;

5.00 for the FiscalQuarter ending March 31, 2004;

5.00 for the FiscalQuarter ending June 30, 2004;

5.53 for the FiscalQuarter ending September 30, 2004;

6.18 for the FiscalQuarter ending December 31, 2004;

6.70 for the FiscalQuarter ending March 31, 2005;

7.08 for the FiscalQuarter ending June 30, 2005;

6.72 for the FiscalQuarter ending September 30, 2005;

5.79 for the FiscalQuarter ending December 31, 2005;

6.30 for the FiscalQuarter ending March 31, 2006; and

5.54 for the FiscalQuarter ending June 30, 2006;

5.27 for the FiscalQuarter ending September 30, 2006;

4.90 for the FiscalQuarter ending December 31, 2006; and

4.00 for each FiscalQuarter ending thereafter.

 

(b)         Enhanced Financial Covenants:

 

(i)            Minimum Fixed Charge CoverageRatio.  Holdings and its Subsidiariesshall have, on a consolidated basis, a Fixed Charge Coverage Ratio for the12-month period ending April 30, 2004 of not less than 1.25.

 

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

 

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

 

Unless otherwisespecifically provided herein, any accounting term used in the Agreement shallhave the meaning customarily given such term in accordance with GAAP, and allfinancial computations hereunder shall be computed in accordance with GAAPconsistently applied.  That certain itemsor 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 definedbelow) occur and such changes result in a change in the calculation of thefinancial covenants, standards or terms used in the Agreement or any other LoanDocument, then Borrowers, Agent and Lenders agree to enter into negotiations inorder to amend such provisions of the Agreement so as to equitably reflect suchAccounting Changes with the desired result that the criteria for evaluatingBorrowers’ and their Subsidiaries’ financial condition shall be the same aftersuch Accounting Changes as if such Accounting Changes had not been made; provided,however, that the agreement of Requisite Lenders to any requiredamendments of such provisions shall be sufficient to bind all Lenders.  “Accounting Changes” means (i) changesin

 

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accountingprinciples required by the promulgation of any rule, regulation, pronouncementor opinion by the Financial Accounting Standards Board of the AmericanInstitute of Certified Public Accountants (or successor thereto or any agencywith similar functions); (ii) changes in accounting principles concurred in byany Borrower’s certified public accountants; (iii) purchase accountingadjustments under A.P.B. 16 or 17 and EITF 88-16, and the application of theaccounting principles set forth in FASB 109, including the establishment ofreserves pursuant thereto and any subsequent reversal (in whole or in part) ofsuch reserves; and (iv) the reversal of any reserves established as a result ofpurchase accounting adjustments.  Allsuch adjustments resulting from expenditures made subsequent to the ClosingDate (including capitalization of costs and expenses or payment of pre-ClosingDate liabilities) shall be treated as expenses in the period the expendituresare made and deducted as part of the calculation of EBITDA in such period.  If Agent, Borrowers and Requisite Lendersagree upon the required amendments, then after appropriate amendments have beenexecuted and the underlying Accounting Change with respect thereto has beenimplemented, any reference to GAAP contained in the Agreement or in any otherLoan Document shall, only to the extent of such Accounting Change, refer to GAAP,consistently applied after giving effect to the implementation of suchAccounting Change.  If Agent, Borrowersand Requisite Lenders cannot agree upon the required amendments within thirty(30) days following the date of implementation of any Accounting Change, thenall Financial Statements delivered and all calculations of financial covenantsand other standards and terms in accordance with the Agreement and the otherLoan Documents shall be prepared, delivered and made without regard to theunderlying Accounting Change.  Forpurposes of Section 8.1, a breach of a Financial Covenant contained inthis Annex F shall be deemed to have occurred as of any date ofdetermination by Agent or as of the last day of any specified measurementperiod, regardless of when the Financial Statements reflecting such breach aredelivered to Agent.

 

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