to 1.0 at the end of Fiscal Quarter ending March 31, 2007;
3.850 to 1.0 thereafter.
(C)
IN ADDITION, BORROWER MAY PAY DIVIDENDS TO
HOLDINGS FOR REDEMPTIONS THAT OCCUR AFTER THE TOTAL DIVIDENDS PAID FOR
REDEMPTIONS EXCEED OR WILL EXCEED, AFTER GIVING EFFECT TO SUCH DIVIDEND,
$30,000,000 IN THE AGGREGATE, SO LONG AS (X) THE LEVERAGE RATIO SET FORTH IN
SECTION 6.14(B) ABOVE SHALL BE COMPLIED WITH; (Y) NO DEFAULT OR EVENT OF DEFAULT
OR A DEFAULT OR AN EVENT OF DEFAULT UNDER ANY SUBORDINATED DEBT DOCUMENTS,
DISCOUNT DEBENTURES DOCUMENTS OR ANY OTHER DEBT INSTRUMENT OF HOLDINGS, BORROWER
OR ANY OTHER CREDIT PARTY OR IN RESPECT OF CHARTER OF HOLDINGS, BORROWER OR ANY
OTHER CREDIT PARTY HAS OCCURRED AND IS CONTINUING OR WOULD RESULT AFTER GIVING
EFFECT TO ANY SUCH DIVIDEND, REDEMPTION OR THE U.S. REVOLVING CREDIT ADVANCE
USED TO FUND SUCH DIVIDEND; AND (Z) BORROWER AND HOLDINGS ARE IN COMPLIANCE WITH
THE FIXED CHARGE COVERAGE RATIO SET FORTH IN ANNEX G FOR THE FOUR QUARTER PERIOD
REFLECTED IN THE COMPLIANCE CERTIFICATE MOST RECENTLY DELIVERED PURSUANT TO
ANNEX E PRIOR TO SUCH PROPOSED DIVIDENDS AND ALL U.S. REVOLVING CREDIT ADVANCES
TO BE USED TO FUND SUCH PROPOSED DIVIDEND (AFTER GIVING EFFECT TO SUCH PROPOSED
DIVIDEND AND AS IF MADE ON THE FIRST DAY OF SUCH PERIOD).
6.15
CHANGE OF CORPORATE NAME OR LOCATION; CHANGE OF
FISCAL YEAR.
SUCH CREDIT PARTY SHALL NOT (A) CHANGE ITS NAME AS IT APPEARS IN
OFFICIAL FILINGS IN THE STATE OF ITS INCORPORATION OR OTHER ORGANIZATION, (B)
CHANGE ITS CHIEF EXECUTIVE OFFICE, PRINCIPAL PLACE OF BUSINESS, CORPORATE
OFFICES OR WAREHOUSES OR LOCATIONS AT WHICH COLLATERAL IS HELD OR STORED, OR THE
LOCATION OF ITS RECORDS CONCERNING THE COLLATERAL, (C) CHANGE THE TYPE OF ENTITY
THAT IT IS, (D) CAUSE TO BE CHANGED ITS ORGANIZATION IDENTIFICATION NUMBER, IF
ANY, ISSUED BY ITS STATE OF INCORPORATION OR OTHER ORGANIZATION, OR (E) CHANGE
ITS STATE OF INCORPORATION OR ORGANIZATION OR INCORPORATE OR ORGANIZE IN ANY
ADDITIONAL JURISDICTIONS, IN EACH CASE WITHOUT AT LEAST THIRTY (30) DAYS PRIOR
WRITTEN NOTICE TO AGENT AND AFTER AGENT'S WRITTEN ACKNOWLEDGMENT THAT ANY
REASONABLE ACTION REQUESTED BY AGENT IN CONNECTION THEREWITH, INCLUDING TO
CONTINUE THE PERFECTION OF ANY LIENS IN FAVOR OF AGENT, ON BEHALF OF LENDERS, IN
ANY COLLATERAL, HAS BEEN COMPLETED OR TAKEN, AND PROVIDED, THAT ANY SUCH NEW
LOCATION SHALL BE IN THE CONTINENTAL UNITED STATES, EXCEPT FOR NEW LOCATIONS
ESTABLISHED BY SCHAUBLIN OR FRENCH OPERATING COMPANIES WHICH MAY BE IN
SWITZERLAND OR FRANCE, AS APPLICABLE. WITHOUT LIMITING THE FOREGOING, NO CREDIT
PARTY SHALL CAUSE TO BE CHANGED ITS NAME, IDENTITY OR CORPORATE STRUCTURE IN ANY
MANNER THAT MIGHT MAKE ANY FINANCING OR CONTINUATION STATEMENT FILED IN
CONNECTION HEREWITH SERIOUSLY MISLEADING AS SUCH TERM IS DEFINED IN AND/OR USED
IN THE CODE OR ANY OTHER THEN APPLICABLE PROVISION OF THE CODE EXCEPT UPON PRIOR
WRITTEN
55
NOTICE TO AGENT AND LENDERS AND AFTER AGENT'S WRITTEN ACKNOWLEDGMENT THAT ANY
REASONABLE ACTION REQUESTED BY AGENT IN CONNECTION THEREWITH, INCLUDING TO
CONTINUE