**Exhibit 10.44**

EXECUTION COPY 

**AMENDMENT NO. 2 TO CREDIT AGREEMENT**

This Amendment No. 2 to Credit Agreement (this “Amendment”) is entered into as of December 8, 2006, by and among MidasInternational Corporation, a Delaware corporation, as borrower (the “Borrower”), the Lenders (as defined below), JPMorgan Chase Bank, N.A., as LC Issuer, Swing Line Lender and Administrative Agent (the “Agent”),National City Bank of the Midwest, as syndication agent and LaSalle Bank National Association, as documentation agent. 

**RECITALS**

A. The Borrower, the lenders party thereto (the “Lenders”), the Agent, National City Bank of the Midwest, assyndication agent, and LaSalle Bank National Association, as documentation agent, are party to that certain Credit Agreement dated as of October 27, 2005 (as amended, restated, modified, supplemented or otherwise modified from time to time, the“Credit Agreement”). Unless otherwise specified herein, capitalized terms used in this Amendment shall have the meanings ascribed to them by the Credit Agreement. 

B. The Borrower has requested that the Agent and the Lenders amend the Credit Agreement. 

C. The Agent and the Lenders are willing to amend the Credit Agreement on the terms and conditions set forth below. 

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

1. Amendments to Credit Agreement. 

(a) Article I of the Credit Agreement is hereby amended by deleting the definition of “Consolidated Tangible Net Worth” in its entirety and replacing it with the following definition: 

“Consolidated Net Worth” means, at any time, (a) the stockholders’ equity of Parent and its Subsidiaries calculated ona consolidated basis as of such time (but excluding the impact of (i) any non-cash unrealized gains or losses from foreign currency translations and Rate Management Transactions, (ii) any non-cash adjustments caused by the implementationof Statement of Financial Accounting Standards No. 158 (Employers’ Accounting for Defined Benefit Pension and Other Post Retirement Plans) and subsequent related pronouncements, amendments, and interpretations related to the GAAPrecognition of the funded status of an entity’s defined benefit pension plans on its balance sheet and (iii) any non-cash adjustments caused by the implementation of Securities and Exchange Commission Staff Accounting BulletinNo. 108). In addition, for purposes of determining compliance with the financial covenant set forth in Section 6.24.3 hereof, there shall also be excluded from the calculation of Consolidated Net Worth any reduction thereofresulting from Parent’s redemption or repurchase of up to $30,000,000 of its capital stock in any fiscal year. 

(b) Section 6.24.3 of the Credit Agreement is hereby amended by (i) renamingsuch section “Minimum Net Worth” and (ii) deleting each reference to “Consolidated Tangible Net Worth” set forth therein and replacing it with a reference to “Consolidated Net Worth”. 

2. Representations and Warranties of the Borrower. The Borrower represents and warrants that: 

(a) The execution, delivery and performance by the Borrower of this Amendment have been duly authorized by all necessary corporate actionand that this Amendment is a legal, valid and binding obligation of the Borrower enforceable against the Borrower 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 law affecting creditors’ rights generally and (ii) general principles of equity (regardless of whether such enforcement is sought in a proceeding in equity or at law); 

(b) Each of the representations and warranties contained in the Credit Agreement is true and correct in all material respects on and as ofthe date hereof as if made on the date hereof, except to the extent that any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall have been true and correct on and as ofsuch earlier date; and 

(c) After giving effect to this Amendment, no Default or Unmatured Default has occurred and iscontinuing. 

3. Effective Date. This Amendment shall become effective upon satisfaction of the following conditions: 

(a) Executed Amendment. Receipt by the Agent of duly executed counterparts of this Amendment from the Borrower and each Lenderexecuting the same. 

(b) Amendment Fee. The Borrower shall have paid to the Agent, for the benefit of the Lendersparty hereto, an amendment fee in an amount equal to $5,000 for each Lender executing this Amendment. 

(c) Consent andReaffirmation. The Consent and Reaffirmation of guaranty dated as of the date hereof in the form attached hereto as Exhibit A executed by each of the Guarantors. 

4. Reference to and Effect Upon the Credit Agreement. 

(a) The Credit Agreement and the other Loan Documents shall remain in full force and effect, and the execution, delivery and effectivenessof this Amendment shall not operate as a waiver or forbearance of any Default or Unmatured Default or any right, power or remedy of the Agent or any Lender under the Credit Agreement or any of the other Loan Documents, or constitute a consent,waiver or modification with respect to any provision of the Credit Agreement or any of the other Loan Documents, and the Borrower hereby fully ratifies and affirms each Loan Document to which it is a party. 

 

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(b) Upon the effectiveness of this Amendment, each reference in the Credit Agreement to“this Agreement,” “hereunder,” “hereof,” “herein” or words of similar import shall mean and be a reference to the Credit Agreement as amended hereby. 

5. Costs and Expenses. The Borrower hereby affirms its obligations under Section 9.5.1 of the Credit Agreement to reimburse the Agent for allreasonable costs and out-of-pocket expenses paid or incurred by the Agent in connection with the preparation, negotiation, execution and delivery of this Amendment, including but not limited to the reasonable fees and expenses of attorneys for theAgent with respect thereto. 

6. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNALLAWS (AS OPPOSED TO CONFLICTS OF LAWS PROVISIONS) OF THE STATE OF ILLINOIS BUT GIVING EFFECT TO FEDERAL LAWS APPLICABLE TO NATIONAL BANKS. 

7. 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. 

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

[signature pages follow] 

 

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

 
**BORROWER:**
MIDAS INTERNATIONAL

CORPORATION, a Delawarecorporation
By:   
Its:
   
Signature Page to Second Amendment 

**LENDERS:**
JPMORGAN CHASE BANK, N.A.

Individually, as LC Issuer, as Swing Line Lender

and as Agent
By:   Title:   
Signature page to Second Amendment 

NATIONAL CITY BANK, successor by merger to

National City Bank of the Midwest,

as Syndication Agent and Lender
By:   Title:   
Signature page to Second Amendment 

LASALLE BANK NATIONAL ASSOCIATION,

asDocumentation Agent and Lender
By:   Title:   
Signature page to Second Amendment 

HARRIS N.A., as LenderBy:   Title:   
Signature page to Second Amendment 

BANK OF AMERICA, N.A., as LenderBy:   Title:   
Signature page to Second Amendment 

**EXHIBIT A**

**CONSENT AND REAFFIRMATION**

Each of the undersigned (“Guarantors”) hereby(i) acknowledges receipt of a copy of Amendment No. 2 to the Credit Agreement dated as of December 8, 2006 (the “Second Amendment”); (ii) consents to the execution and delivery thereof by the Borrower; (iii) agreesto be bound thereby; (iv) affirms that nothing contained therein shall modify in any respect whatsoever its guaranty of the obligations of the Borrower to Agent and Lenders pursuant to the terms of that certain Guaranty (the“Guaranty”) dated as of October 27, 2005, as amended, restated, modified or supplemented prior to the date hereof, and (v) reaffirms that the Guaranty is and shall continue to remain in full force and effect. Although each of theGuarantors has been informed of the matters set forth herein and in the Second Amendment and has acknowledged and agreed to same, such Guarantors understand that the Agent and Lenders have no obligation to inform any of the Guarantors of suchmatters in the future or to seek any of the Guarantors’ acknowledgment or agreement to future amendments or waivers, and nothing herein shall create such a duty. 

This Consent and Reaffirmation shall be governed by and construed in accordance with the laws of the State of Illinois, without reference to principles of conflicts of law. 

[signature pages follow] 

IN WITNESS WHEREOF, each of the undersigned has executed this Consent and Reaffirmation on and as of thedate of such Second Amendment. 

 

MUFFLER CORPORATION OF

AMERICA
By:   
Its:
   
 
MIDAS PROPERTIES INC.By:   
Its:
   
 
MIDAS REALTY CORPORATIONBy:   
Its:
   
 
COSMIC HOLDINGS LLCBy:   
Its:
   
 
MIDAS, INC.By:   
Its:
   
 
MIDAS ILLINOIS INC.By:   
Its:
   

PROGRESSIVE AUTOMOTIVE

SYSTEMS, INC.
By:   
Its:
   
 

MIDAS INTERNATIONAL

CORPORATION, a Wyoming corporation
By:   
Its: