Exhibit 10.1d

FOURTH AMENDMENTDated as of June 30,
2003

This
FOURTH AMENDMENT (this Amendment) is among
OSULLIVAN INDUSTRIES, INC., a Delaware corporation (the
Borrower), OSULLIVAN INDUSTRIES HOLDINGS, INC., a Delaware
corporation (Holdings), the banks and other financial institutions and
other entities from time to time parties to the Credit Agreement referred to below (the
Lenders) and LEHMAN COMMERCIAL PAPER INC. as administrative
agent (in such capacity the Administrative Agent).

# PRELIMINARY STATEMENTS:

1.   
          Holdings, the Borrower, the Lenders, the Agents and the Arranger entered into a
          Credit Agreement, dated as of November 30, 1999, as amended by the First
          Amendment, dated as of November 30, 1999, the Second Amendment, dated as of
          January 30, 2001 and the Third Amendment, dated as of May 15, 2002 (as so
          amended the Credit Agreement; capitalized terms used and not
          otherwise defined herein have the meanings assigned to such terms in the Credit
          Agreement).

2.   
          Holdings and the Borrower have requested that the Lenders amend the Credit
          Agreement to revise certain financial and other covenants set forth therein.

3.   
          The Required Lenders are, on the terms and conditions stated below, willing to
          grant the request of Holdings and the Borrower set forth above.

NOW,
THEREFORE, in consideration of the premises and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the parties
hereto agree as follows:

SECTION
1.    Amendments to Credit Agreement.

(a)   
          The following new definitions are hereby added to Section 1.1 of the Credit
          Agreement in the appropriate alphabetical order:

Fourth Amendment Effective Date:   June 30, 2003.

(b)   
          The definition of Applicable Margin in Section 1.1 of the Credit
          Agreement is hereby amended in its entirety to read as follows:

Applicable
Margin:   for each Type of Loan, the rate per annum set forth under the relevant
column heading below:

|                           | Base Rate
Loans | Eurodollar
Loans
|-------------------------- | --------------- | ----------------
|Revolving Credit Loans and |                 |                 
|Swing Line Loans           | 3.75%           | 4.75%           
|Tranche A Term Loans       | 3.75%           | 4.75%           
|Tranche B Term Loans       | 4.25%           | 5.25%          

---

(c)   
          The definition of Capital Expenditure Carry Forward in Section 1.1
          of the Credit Agreement is hereby deleted in its entirety.

(d)   
          The definition of Consolidated EBITDA in Section 1.1 of the Credit
          Agreement is hereby amended by inserting immediately after the phrase
          imposed in lieu of income taxes in the fifth and sixth lines thereof
          the new phrase and any payments made to Tandy Corporation during such
          period to satisfy the Borrowers then due and owing obligations for such
          period under the Tandy Tax Sharing Agreement, deleting the word
          and immediately prior to subsection (f) therein and inserting a
          comma in lieu thereof, and by inserting immediately after the phrase (f)
          any other non-cash charges the new phrase and (g) any charges
          associated with severance and facility rationalization.

(e)   
          The definition of Consolidated Fixed Charges in Section 1.1 of the
          Credit Agreement is hereby amended by inserting immediately after the phrase
          under the Tandy Tax Sharing Agreement, in the sixth line thereof the
          new phrase and including all payments on and after July 1, 2002 to be made
          to Tandy Corporation to satisfy the Companys obligations under the Tandy
          Tax Sharing Agreement,.

(f)   
          The definition of Consolidated Interest Expense in Section 1.1 of
          the Credit Agreement is hereby amended by deleting the following lines:

| | including,
in the case of the Borrower, all capitalized fees and expenses incurred in connection with
the execution and delivery of this Agreement and the initial extension of credit hereunder
and the issuance of the Senior Subordinated Notes under the Senior Subordinated Note
Indenture on the Closing Date
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

and by inserting at the end thereof
the following additional language:

| | ,
and provided, further, that (i) all fees and transaction costs incurred in
connection with the execution and delivery of the Fourth Amendment to this Agreement and
(ii) all Tranche B Term Loan additional interest due under Section 2.15(d) of this
Agreement shall be excluded from the calculation of Consolidated Interest Expense.
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

(g)   
          The definition of ECF Percentage in Section 1.1 of the Credit
          Agreement is hereby amended by replacing 75% in the first line
          thereof with 100%.

(h)   
          The definition of Excess Cash Flow is hereby amended by deleting the
          comma immediately prior to subsection (vi) thereof and inserting the word
          and in lieu thereof, by deleting the word and
          immediately prior to subsection (vii) and by deleting subsection (vii) thereof
          in its entirety.

---

(i)   
          The definition of Revolving Credit Commitment in Section 1.1 of the
          Credit Agreement is hereby amended in its entirety to read as follows:

| | Revolving
Credit Commitment: as to any Lender, the obligation of such Lender, if any, to
make Revolving Credit Loans and/or participate in Swing Line Loans and Letters of Credit,
in an aggregate principal and/or face amount not to exceed (1) if such Lender was a Lender
on or before June 30, 2003, an amount equal to (A) the amount set forth under the heading
Revolving Credit Commitment opposite such Lenders name on Schedule 1 to
the Lender Addendum delivered by such Lender or, if applicable, the amount set forth in
the Assignment and Acceptance pursuant to which such Lender became a party hereto, on or
before such date multiplied by (B) a fraction, the numerator of which shall be
$30,000,000 and the denominator of which shall be $40,000,000, and (2) if such Lender
became a Lender following June 30, 2003, the amount of such Lenders Revolving
Credit Commitment set forth in the Assignment and Acceptance pursuant to which such Lender
became a party hereto, as the same may be changed from time to time pursuant to the terms
hereof.
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

(j)
   

                     The definition of Total Revolving Credit Commitments in Section 1.1
                    of the Credit Agreement is hereby amended by replacing $40,000,000
                    in the last line thereof with $30,000,000.

(k)
   


                     Section 2.15 of the Credit Agreement is hereby amended by redesignating Section
                    2.15(d) as Section 2.15(e) and by inserting the following new Section 2.15(d)
                    immediately after Section 2.15(c):

| | (d)
   

                     In addition to the other interest that is payable on the Tranche B Term Loans
                    under the other paragraphs of this Section 2.15, for each day during the period
                    from the Fourth Amendment Effective Date through and including June 30, 2004,
                    all Tranche B Term Loans will bear additional interest at a per annum rate equal
                    to the rate that would otherwise be applicable thereto under this Section 2.15
                    plus 2.0%..
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

(l)
   


                     Section 2.15(c) of the Credit Agreement is hereby amended by replacing the word
                    foregoing in the fifth line thereof with the word other.

(m)
   



                     Redesignated Section 2.15(e) of the Credit Agreement is hereby amended by
                    inserting immediately after the phrase provided that the
                    phrase (i) and by inserting the following new subsection
                    (ii) at the end of such Section:

| | and (ii) interest accruing pursuant to paragraph (d) of this Section shall be payable in
arrears on July 2, 2004 (or such earlier date of repayment or prepayment of all of the
Tranche B Term Loans).
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

---

(n)   
          Section 6 of the Credit Agreement is hereby amended by inserting the following
          new Section 6.16 at the end of such Section:

| | Section
6.16 Cash Flow Forecast. Commencing on July 31, 2003, furnish to the Administrative
Agent, no later than the last Business Day of each month, a cash flow forecast detailing
projected cash receipts and disbursements for the immediately following three months,
which such cash flow forecast shall be accompanied by a certificate of a Responsible
Officer stating that such cash flow forecast is based on reasonable estimates, information
and assumptions.
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

(o)   
          Section 6.1 of the Credit Agreement is hereby amended by inserting at the end of
          such Section the following new phrase:

and
shall be accompanied by a managements narrative discussion and analysis.

(p)   

                    Section 6.2 of the Credit Agreement is hereby amended by deleting the word
                    and at the end of Section 6.2(j), deleting the period at the end of
                    Section 6.2(k) and by inserting in lieu thereof the phrase ; and and
                    by inserting immediately after Section 6.2(k) the following new Section 6.2(l):

| | (1)
   

                     in addition to the foregoing, the Borrower shall, within seven days after the
                    end of each fiscal quarter of the Borrower, furnish to the Administrative Agent
                    on behalf of each Lender a certificate of a Responsible Officer (with reasonably
                    detailed calculations) showing compliance with the financial covenants set forth
                    in Section 7.1(d) of this Agreement as of the last day of such fiscal
                    quarter.
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

(q)   



                     Section 7 of the Credit Agreement is hereby amended by deleting the word
                    and after 7.13 in clause (ii) of the first paragraph
                    thereof and inserting immediately after 7.16 in the seventh line
                    thereof the phrase , and 7.20.

(r)   


                     Section 7.1(a) of the Credit Agreement is hereby amended by replacing the
                    ratios set forth therein for the fiscal quarters ending June 30, 2003, September
                    30, 2003, December 31, 2004, March 31, 2004 and June 30, 2004, with the
                    following new ratios:

| |                    | 
| | ------------------ | 
| | June 30, 2003     | 
| | September 30, 2003 | 
| | December 31, 2003  | 
| | March 31, 2004     | 
| | June 30, 2004      | 

(s)   
          Section 7.1(b) of the Credit Agreement is hereby amended by replacing the ratios
          set forth therein for the fiscal quarters ending June 30, 2003, September 30,
          2003, December 31, 2004, March 31, 2004 and June 30, 2004, with the following
          new ratios:

---

| |                    | 
| | ------------------ | 
| | June 30, 2003     | 
| | September 30, 2003 | 
| | December 31, 2003  | 
| | March 31, 2004     | 
| | June 30, 2004      | 

(t)   
          Section 7.1(c) of the Credit Agreement is hereby amended by replacing the ratios
          set forth therein for the fiscal quarters ending June 30, 2003, September 30,
          2003, December 31, 2004, March 31, 2004 and June 30, 2004, with the following
          new ratios:

| |                    | 
| | ------------------ | 
| | June 30, 2003     | 
| | September 30, 2003 | 
| | December 31, 2003  | 
| | March 31, 2004     | 
| | June 30, 2004      | 

(u)   
          Section 7.1(d) of the Credit Agreement is hereby amended by replacing the dollar
          figure opposite fiscal quarter ending June 30, 2003 with $42,000,000
          and by replacing the dollar figure opposite fiscal quarter ending June 30, 2004
          with 35,900,000", and by inserting immediately below the fiscal
          quarter ending June 30, 2003, the following new fiscal quarters and
          corresponding dollar figures:

| |                     | 
| | ------------------- | 
| | September 30, 2003 | 
| | December 31, 2003   | 
| | March 31, 2004      | 

(v)   
          Section 7.1(e) of the Credit Agreement is hereby amended by replacing the ratios
          set forth therein for the fiscal quarters ending September 30, 2003, December
          31, 2004, March 31, 2004 and June 30, 2004, with the following new ratios:

| |                     | 
| | ------------------- | 
| | September 30, 2003 | 
| | December 31, 2003   | 
| | March 31, 2004      | 
| | June 30, 2004       | 

(w)   
          Section 7.2 of the Credit Agreement is hereby amended by deleting the phrase
          ; and at the end of Section 7.2(h) and inserting in lieu thereof a
          period, inserting the word and at the end of Section 7.2(g) and
          deleting Section 7.2(i) in its entirety.

(x)   
          Section 7.6(b) of the Credit Agreement is hereby amended by deleting the text in
          subsection (iii) in its entirety and replacing it with the following new text;

[intentionally
omitted].

---

(y)   
          Section 7.7 of the Credit Agreement is hereby amended by replacing the dollar
          figure opposite fiscal year 2004 with $6,000,000 and by deleting in
          its entirety the proviso immediately following the grid therein.

(z)   
          Section 7.8(d) of the Credit Agreement is hereby amended by replacing
          $1,000,000 in the last line thereof with $400,000.

(aa)   
          Section 7.20 of the Credit Agreement is hereby amended by inserting immediately
          after the phrase to pay in the first line thereof the phrase
          (but not prepay), deleting the word and at the end of
          subsection (iii) thereof and inserting in lieu thereof a comma and inserting
          immediately at the end of subsection (iv) thereof the following new subsection
          (v):

| | and
(v) the Consolidated Interest Coverage Ratio for the period of four consecutive fiscal
quarters of the Borrower most recently ended is greater than 2.00:1.00.
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------

(bb)   
          Section 8(c) of the Credit Agreement is hereby amended by inserting immediately
          after the phrase (with respect to the Borrower only), in the second
          and third lines thereof the new phrase Section 6.2(l),.

(cc)   
          Section 10.2(c) to the Credit Agreement is hereby amended by deleting the
          contact information for the Administrative Agent in its entirety and replacing
          it with the following new text:

|                          |  |                             
|------------------------- |  | ----------------------------
|The Administrative Agent: |  | Lehman Commercial Paper Inc.
|                          |  | 745 Seventh Avenue          
|                          |  | New York, New York 10019    
|                          |  | Attention:    Craig Malloy  
|                          |  | Telecopy:  (646) 758-4617   
|                          |  | Telephone:  (212) 526-7150  

(dd)   
          Annex A to the Credit Agreement is hereby deleted in its entirety and
          replaced with the new Annex A attached hereto as Exhibit I.

SECTION
2.    Conditions to Effectiveness. This Amendment shall not be effective until each of
the following conditions precedent shall have been satisfied:

(a)   
          the Administrative Agent shall have received signed written authorization from
          the Required Lenders to execute this Amendment and shall have received
          counterparts of this Amendment executed by Holdings and the Borrower and
          counterparts of the Consent of the Loan Parties appended hereto (the
          Consent) executed by the Grantors, as defined in the
          Guarantee and Collateral Agreement);

---

(b)   
          each of the representations and warranties in Section 3 below shall be true and
          correct;

(c)   
          in consideration of the amendments contained in this Amendment, the Borrower
          shall have paid to the Administrative Agent, for the account of each Lender that
          executes and returns to the Administrative Agent its consent no later than 5:00
          p.m. (New York time) on July 2, 2003, a fee equal to 0.667% of the Commitment of
          such Lender after giving effect to this Fourth Amendment;

(d)   
          all fees and expenses (including, without limitation, legal fees) then due and
          payable to the Administrative Agent and the Lenders under the Loan Documents (to
          the extent invoiced) shall have been paid in full in immediately available
          funds; and the Agent shall have received such other documents, instruments and
          opinions as it shall have reasonably requested.

SECTION
3.    Representations and Warranties.

Each
of Holdings and the Borrower represents and warrants jointly and severally as follows:

(a)   
          Authority. Each of Holdings, the Borrower and each other Loan Party has
          the requisite corporate power and authority to execute and deliver this
          Amendment and the Consent, as applicable, and to perform its obligations
          hereunder and under the Loan Documents (as amended hereby) to which it is a
          party. The execution, delivery and performance by Holdings and the Borrower of
          this Amendment and by the Grantors of the Consent, and the performance by
          Holdings and each Loan Party of each Loan Document (as amended hereby) to which
          it is a party have been duly approved by all necessary corporate action of
          Holdings or such Loan Party, as the case may be, and no other corporate
          proceedings on the part of Holdings or such Loan Party, as the case may be, are
          necessary to consummate such transactions.

(b)   
          Enforceability. This Amendment has been duly executed and delivered by
          Holdings and the Borrower. The Consent has been duly executed and delivered by
          the Grantors. This Amendment, the Consent and each Loan Document (as amended
          hereby) is the legal, valid and binding obligation of each Loan Party party
          hereto and thereto, enforceable against Holdings and such Loan Party in
          accordance with its terms except as enforceability may be limited by applicable
          bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the
          enforcement of creditors rights generally and by general equitable
          principles (whether enforcement is sought in proceedings in equity or at law).

(c)   
          Representations and Warranties. The representations and warranties
          contained in each Loan Document (other than any such representations and
          warranties that, by their terms, are specifically made as of a date other than
          the date hereof) are true and correct in all material respects on and as of the
          date hereof as though made on and as of the date hereof.

---

(d)   
          No Default. No event has occurred and is continuing that constitutes a
          Default or Event of Default.

SECTION
4.    Reference to and Effect on the Loan Documents. (a)   Upon and after the
effectiveness of this Amendment, each reference in the Credit Agreement to this
Agreement, hereunder, hereof or words of like import
referring to the Credit Agreement, and each reference in the other Loan Documents to
the Credit Agreement, thereunder, thereof or words of
like import referring to the Credit Agreement, shall mean and be a reference to the Credit
Agreement as amended hereby.

(b)   
          Except as specifically amended above, the Credit Agreement, the Guarantee and
          Collateral Agreement and the other Loan Documents are and shall continue to be
          in full force and effect and are hereby in all respects ratified and confirmed.
          Without limiting the generality of the foregoing, the Security Documents and all
          of the Collateral described therein do and shall continue to secure the payment
          of all Obligations under and as defined therein, in each case as modified
          hereby.

(c)   
          The execution, delivery and effectiveness of this Amendment shall not, except as
          expressly provided herein, operate as a waiver of any right, power or remedy of
          any Lender, the Arranger or any Agent under any of the Loan Documents, nor
          constitute a waiver or amendment of any provision of any of the Loan Documents.

SECTION
5.    Counterparts.This Amendment may be executed in any number of
counterparts and by different parties hereto in separate counterparts, each of which when
so executed and delivered shall be deemed to be an original and all of which taken
together shall constitute but one and the same agreement. Delivery of an executed
counterpart of a signature page to this Amendment or the Consent by facsimile shall be
effective as delivery of a manually executed counterpart of this Amendment or such
Consent.

SECTION
6.    Governing Law.This Amendment shall be governed by, and construed in
accordance with, the laws of the State of New York.

[signature
pages follow]

---

IN
WITNESS WHEREOF, the parties hereto have caused this Fourth Amendment to be executed
by their respective officers thereunto duly authorized, as of the date first written
above.

| |  |                                     
| |  | ------------------------------------
| |  | O'SULLIVAN INDUSTRIES HOLDINGS, INC.
| |  |                                     

| |  | By:    | /s/ Phillip J. Pacey     
| |  | ------ | -------------------------
| |  |        |                          
| |  | Name:  | Phillip J. Pacey         
| |  | Title: | Senior Vice President and
| |  |        | Chief Financial Officer  
| |  |        |                          

| |  |                            
| |  | ---------------------------
| |  | O'SULLIVAN INDUSTRIES, INC.
| |  |                            

| |  | By:    | /s/ Phillip J. Pacey     
| |  | ------ | -------------------------
| |  |        |                          
| |  | Name:  | Phillip J. Pacey         
| |  | Title: | Senior Vice President and
| |  |        | Chief Financial Officer  
| |  |        |                          

[signatures continued on the next page]

---

| |  |                                                       
| |  | ------------------------------------------------------
| |  | LEHMAN COMMERCIAL PAPER INC.,  as Administrative Agent
| |  |                                                       

| |  | By:    | /s/ Francis Chang
| |  | ------ | -----------------
| |  |        |                  
| |  | Name:  | Francis Chang    
| |  | Title: | Vice President   
| |  |        |                  
| |  |        |                  

---

# CONSENT

# Dated as of June 30,
2003

The
undersigned, as Grantors under the Guarantee and Collateral Agreement and, as applicable,
as Grantors under the Intellectual Property Security Agreement (as such terms are defined
in and under the Credit Agreement referred to in the foregoing Fourth Amendment), hereby
consent and agree to the foregoing Fourth Amendment and hereby confirm and agree that (i)
each of the Guarantee and Collateral Agreement and the Intellectual Property Security
Agreement is, and shall continue to be, in full force and effect and is hereby ratified
and confirmed in all respects except that, upon the effectiveness of, and on and after the
date of, said Fourth Amendment, each reference therein to the Credit
Agreement, thereunder, thereof and words of like import
referring to the Credit Agreement, shall mean and be a reference to the Credit Agreement
as amended by said Fourth Amendment, (ii) the Guarantee and Collateral Agreement and all
of the Collateral described therein does, and shall continue to, secure the payment and
performance of all of the Obligations as defined in the Guarantee and Collateral
Agreement, and (iii) the Intellectual Property Security Agreement and all of the
Intellectual Property Collateral described therein does, and shall continue to, secure the
payment and performance of all of the Obligations as defined in the Intellectual Property
Security Agreement.

| |  |                                     
| |  | ------------------------------------
| |  | O'SULLIVAN INDUSTRIES HOLDINGS, INC.
| |  |                                     

| |  | By:    | /s/ Phillip J. Pacey     
| |  | ------ | -------------------------
| |  |        |                          
| |  | Name:  | Phillip J. Pacey         
| |  | Title: | Senior Vice President and
| |  |        | Chief Financial Officer  
| |  |        |                          

| |  |                            
| |  | ---------------------------
| |  | O'SULLIVAN INDUSTRIES, INC.
| |  |                            

| |  | By:    | /s/ Phillip J. Pacey     
| |  | ------ | -------------------------
| |  |        |                          
| |  | Name:  | Phillip J. Pacey         
| |  | Title: | Senior Vice President and
| |  |        | Chief Financial Officer  
| |  |        |                          

| |  |                                       
| |  | --------------------------------------
| |  | O'SULLIVAN INDUSTRIES - VIRGINIA, INC.
| |  |                                       

| |  | By:    | /s/ Phillip J. Pacey     
| |  | ------ | -------------------------
| |  |        |                          
| |  | Name:  | Phillip J. Pacey         
| |  | Title: | Senior Vice President and
| |  |        | Chief Financial Officer  
| |  |        |                          

| |  |                                         
| |  | ----------------------------------------
| |  | O'SULLIVAN FURNITURE FACTORY OUTLET INC.
| |  |                                         

| |  | By:    | /s/ Phillip J. Pacey     
| |  | ------ | -------------------------
| |  |        |                          
| |  | Name:  | Phillip J. Pacey         
| |  | Title: | Senior Vice President and
| |  |        | Chief Financial Officer  
| |  |        |                          

---

EXHIBIT I

Annex A

# PRICING GRID

| | Consolidated
Leverage Ratio |  | Commitment Fee
| | --------------------------- |  | --------------
| | >4.5:1.0                    |  | .50%          
| | >4.0:1.0 and <4.5:1.0       |  | .50%          
| | >3.0:1.0 and <4.0:1.0       |  | .50%          
| | <3.0:1.0                    |  | .375%         
| |                             |  |               

Changes in the Commitment Fee Rate
resulting from changes in the Consolidated Leverage Ratio shall become effective on (i)
the Second Amendment Effective Date and (ii) thereafter, on the first day after the date
(the Adjustment Date) on which financial statements are delivered to the
Lenders pursuant to Section 6.1 (but in any event not later than the 45th day after the
end of each of the first three quarterly periods of each fiscal year or the 90th day after
the end of each fiscal year, as the case may be) and shall remain in effect until the next
change to be effected pursuant to this paragraph. If any financial statements referred to
above are not delivered within the time periods specified above, then, until and including
the date on which such financial statements are delivered, the Consolidated Leverage Ratio
as at the end of the fiscal period that would have been covered thereby shall for the
purposes of this definition be deemed to be greater than 4.5 to 1.0. In addition, at all
times while an Event of Default shall have occurred and be continuing, the Consolidated
Leverage Ratio shall for the purposes of this definition be deemed to be greater than 4.5
to 1.0. Each determination of the Consolidated Leverage Ratio pursuant to this definition
shall be made with respect to the period of four consecutive fiscal quarters of the
Borrower ending as of the last day of the period covered by the relevant financial
statements.

---