Exhibit 4.3


 


LIMITED
CONSENT AND NINTH AMENDMENT


 to


SECOND AMENDED
AND RESTATED CREDIT AGREEMENT


 


This LIMITED CONSENT AND NINTH AMENDMENT TO SECOND AMENDED
AND 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”), 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, Agent and Lenders have agreed to certain amendments as set forth
herein;


 


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


 


1.             Limited Consent.   In
accordance with Section 5.2 of the Intercreditor Agreement, Agent hereby
consents to that certain Amendment No. 10 and Agreement to the Second Lien
Credit 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 the
effect of, among other things, increasing the aggregate principal amount
outstanding under the Second Lien Credit Agreement to $30,000,000.


 


2.             Amendment to
Section 5.13.  Section 5.13 of the
Credit Agreement is hereby amended and restated in its entirety to read as
follows:


 





















 


“Unless the Second Lien Loan Obligations are prepaid
in accordance with Section 6.3(b)(vi), no later than August 7, 2008 the
Second Lien Loan Obligations shall be refinanced or the terms and provisions of
the Second Lien Loan Documents shall be amended, in each case on terms and
conditions satisfactory to Agent in its sole discretion, so that the
Indebtedness refinancing the Second Lien Loan Obligations or the Indebtedness
evidenced by the amended Second Lien Loan Documents, as the case may be, matures
no earlier than 90 days after the fifth anniversary of the Closing Date, does
not have the effect of increasing or decreasing the principal amount thereof
and that is otherwise on terms and conditions no less favorable to Agent or any
Lender than the terms of the existing Second Lien Loan Documents and
Intercreditor Agreement.”


 


3.             Amendment to
Section 6.3(a)(xiii).  Section
6.3(a)(xiii) of the Credit Agreement is hereby amended and restated to read in
its entirety as follows:


 


“(xiii) Indebtedness consisting of Second Lien Loan
Obligations of Borrowers to Second Lien Lenders (as defined in the
Intercreditor Agreement) under the Second Lien Credit Agreement in an aggregate
principal amount not to exceed $30,000,000.”


 


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


 


“(vi)  payment
in full of the Second Lien Loan Obligations, as long as at the time of such
payment 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 trade
payables being paid current other than those being contested in the ordinary
course of business), at any time during the 90 day period immediately prior to
such prepayment, and (c) Borrowers shall deliver to Agent projections
evidencing that Borrowing Availability shall not be less than $20,000,000 (with
all trade payables being paid current) at any time during the one-year period immediately after giving
effect to such prepayment; provided, however, that condition (b) may be
satisfied if on the day with the least amount of Borrowing Availability during
such 90 day period prior to such payment in full, (x) Borrowing Availability on
such day, plus (y) without duplication, net cash proceeds arising out of the
sale 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 will
be considered on a pro forma basis net of any assets sold in such Subsidiary
sales).”


 


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


 


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


 


2





















 


6.             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.


 


7.             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.


 


8.             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 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 $20,000 (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.


 


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


 


3





















 


of the Credit
Agreement or any other Loan Document, (ii) operate as a waiver or otherwise
prejudice any right, power or remedy that the Agent or the Lenders may now have
or may have in the future under or in connection with the Credit Agreement or
any other Loan Document or (iii) constitute a waiver of any provision of the
Credit Agreement or any Loan Document, except as specifically set forth
herein.  Upon the effectiveness of this
Waiver, each reference in the Credit Agreement to “this Agreement”, “herein”, “hereof”
and words of like import and each reference in the Credit Agreement and the
Loan Documents to the Credit Agreement shall mean the Credit Agreement as
amended hereby.  This Waiver shall be
construed in connection with and as part of the Credit Agreement.


 


10.           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.


 


11.           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.


 


12.           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.


 


13.           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]


 


4





















 


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:

  	
   

  
	
   

  	
  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





















 


	
   

  	
  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





















 


	
   

  	
  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





















 


	
   

  	
  QUETALA PTY. LTD.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  QUETACK PTY. LTD.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
					



 


4





















 


	
   

  	
  THERMADYNE WELDING PRODUCTS

  CANADA LIMITED

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  THERMADYNE INDUSTRIES LIMITED

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
					



 


5





















 


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;


0.97 for the
Fiscal Quarter ending September 30, 2005;


0.97 for the
Fiscal Quarter ending December 31, 2005;


0.88 for the
Fiscal Quarter ending March 31, 2006;


0.92 for the Fiscal
Quarter ending June 30, 2006;


1.04 for the
Fiscal Quarter ending September 30, 2006;


1.09 for the
Fiscal Quarter ending December 31, 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

  	
   

  	
  $

  	
  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 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;


6.72 for the Fiscal
Quarter ending September 30, 2005;


5.79 for the Fiscal
Quarter ending December 31, 2005;


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


5.54 for the Fiscal
Quarter ending June 30, 2006;


5.27 for the Fiscal
Quarter ending September 30, 2006;


4.90 for the Fiscal
Quarter ending December 31, 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.