Exhibit
4.45


SIXTEENTH
AMENDMENT AND LIMITED WAIVER

to

SECOND AMENDED AND RESTATED CREDIT AGREEMENT


This SIXTEENTH
AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”),
dated as of July 21, 2006, 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”);


WHEREAS, the Borrowers and the other Credit Parties
have requested that Agent and Lenders amend certain provisions of the Credit
Agreement; and


WHEREAS, the Agent and Lenders have agreed to amend
the Credit Agreement 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
Waiver.  With respect to the
Financial Covenants contained in Annex G, Sections (a)(ii)-(iv) to the Credit
Agreement, the Agent and Lenders hereby waive any breach of or failure to
comply with such covenants by the Borrowers and the other Credit Parties for
each Fiscal Quarter ending after September 30, 2003 but on prior to September
30, 2005, solely to the extent any such breach or failure to comply results
from a recalculation of those ratios that may occur after a restatement of the
financial statements of any Borrower or other Credit Party.


2.             Limited
Consent.  In accordance with Section
5.2 of the Intercreditor Agreement, Agent hereby consents to that certain
Amendment No. 16, Waiver 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
$50,000,000.


3.             Amendment
to Section 1.3(a).  Section 1.3(a) of
the Credit Agreement is hereby amended by adding the following sentence after
the first sentence thereof:


“Notwithstanding
anything to the contrary contained herein, Borrowers may prepay the Term Loan
in full on prior to July 21, 2006 without any restrictions or prepayment fee.”


4.             Amendment
to Section 4.1(a).  Section 4.1(a) of
the Credit Agreement is hereby amended and restated to read in its entirety as
follows:


“Each Credit
Party executing this Agreement hereby agrees that from and after the Closing
Date and until the Termination Date, it shall deliver to Agent or to Agent and
Lenders, as required, the Financial Statements, notices, Projections and other
information at the times, to the Persons and in the manner set forth in Annex
E.  Notwithstanding the timing
otherwise set forth in Annex E or otherwise herein to the contrary, (i)
the Financial Statements for the Fiscal Quarter ended March 31, 2006 and the
annual audited Financials Statements required to be delivered pursuant to
subsection (c) of Annex E for the Fiscal Year ending December 31, 2005
shall not be required to be delivered until July 27, 2006 and (ii) the
Financial Statements for the Fiscal Quarter ended June 30, 2006 shall not be
required to be delivered until September 15, 2006.  Together with the Financial Statement
delivered with respect to the Fiscal Quarter ending March 31, 2006, Borrower
Representative shall provide Agent with calculations, in form and substance
acceptable to Agent, demonstrating compliance with the Financial Covenants for
such Fiscal Quarter.”


5.             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 $50,000,000.”


6.             Amendment
to Section 8.1.  Section 8.1 of the
Credit Agreement is hereby amended by adding the following new Section 8.1(p):


“(p) Borrowing Availability shall at any time
be less than $5,000,000.”


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


““EBITDA” means, with respect to any Person for
any fiscal period, without duplication, an amount equal to (a) consolidated net
income of such Person for such



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period determined in accordance with GAAP, minus (b) the sum of (i)
income tax credits, (ii) interest income, (iii) gain from extraordinary items
and dispositions of discontinued operations for such period, (iv) any aggregate
net gain (but not any aggregate net loss) during such period arising from the
sale, exchange or other disposition of capital assets by such Person (including
any fixed assets, whether tangible or intangible, all inventory sold in
conjunction with the disposition of fixed assets and all securities), and (v)
any other non-cash gains that have been added in determining consolidated net
income, in each case to the extent included in the calculation of consolidated
net income of such Person for such period in accordance with GAAP, but without
duplication, plus (c) the sum of (i) any provision for income taxes, (ii)
Interest Expense, (iii) loss from extraordinary items and dispositions of
discontinued operations and from impairments for such period (which for the
avoidance of doubt, such losses shall in no case include operating losses from
discontinued operations), (iv) depreciation and amortization for such period,
(v) amortized debt discount for such period, (vi) the amount of any deduction
to consolidated net income as the result of any grant to any members of the
management of such Person of any Stock, (vii) any non-recurring employee
severance expenses (a) not to exceed $2,000,000 in the aggregate, accrued
during the Fiscal Year ended December 31, 2005 and (b) not to exceed $1,000,000
in the aggregate, accrued during the Fiscal Year ended December 31, 2006, in
each case to the extent included in the calculation of consolidated net income
of such Person for such period in accordance with GAAP, but without
duplication, (viii) amounts incurred, not to exceed $1,400,000 in the
aggregate, prior to June 30, 2006, in connection with modifications of the 91⁄4%
Senior Subordinated Notes due 2014 and the Fourteenth Amendment to this
Agreement and Amendment No. 14 and Consent to the Second Lien Credit Agreement,
(ix) amounts incurred, not to exceed $1,100,000 in the aggregate, during the
Fiscal Quarter ended June 30, 2006, for audit and contractor fees relating to
completion of 2005 Form 10-K and Form 10-Q for the Fiscal Quarter ended March
31, 2006, any restatements with respect to prior periods and audited financial
statements related to any of the foregoing, (x) amounts incurred, not to exceed
$400,000 in the aggregate, during the Fiscal Quarter ended September 30, 2006,
for audit and contractor fees relating to completion of 2005 Form 10-K and Form
10-Q for the Fiscal Quarter ended March 31, 2006, any restatements with respect
to prior periods and audited financial statements related to any of the
foregoing or in connection with the transition from Ernst & Young LLP to
other independent public accountants of recognized national standing, (xi) the
accrual, net of any payment in cash, related to the net periodic post
retirement benefits, (xii) consent fees, not to exceed $700,000 in the aggregate,
paid on or subsequent to July 1, 2006, in connection with modifications of the
91⁄4% Senior Subordinated Notes due 2014, and (xiii) amounts incurred, not to
exceed $400,000 in the aggregate, on or subsequent to July 1, 2006, in
connection with the Sixteenth Amendment and Limited Waiver to this Agreement
and Amendment No. 16 and Consent to the Second Lien Credit Agreement, plus or
minus as applicable (d) the impact of any net change in the Borrowers’ LIFO
inventory reserve.  For purposes of this
definition, the following items shall be excluded in determining consolidated
net income of a Person: (1) the income (or deficit) of any other Person accrued
prior to the date it became a Subsidiary of, or was merged or consolidated
into, such Person or any of such Person’s Subsidiaries; (2) the income (or
deficit) of any other Person (other than a Subsidiary) in which such Person has
an ownership interest, except to the extent any such income has actually been
received by such Person in the form of cash dividends or distributions; (3) the
undistributed earnings of any Subsidiary of such Person to the extent that the
declaration or payment of dividends or similar distributions by such Subsidiary
is not at the time permitted by the terms of any contractual obligation or requirement
of law applicable to such Subsidiary; (4) any restoration to income of any
contingency reserve, except to the extent that provision for such reserve was
made out of income accrued during such period; (5) any write-up of any asset;
(6) any net gain from the collection of the proceeds of life insurance
policies; (7) any net gain arising from the acquisition of any securities, or
the extinguishment, under GAAP, of any Indebtedness, of such Person; (8) in the
case of a successor to such Person by consolidation or merger or as a
transferee of its assets, any earnings of such successor prior to such
consolidation, merger or transfer of assets; and (9) any deferred credit
representing the excess of equity in any Subsidiary of such Person at the date
of acquisition of such Subsidiary over the cost to such Person of the
investment in such Subsidiary.”



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8.             Amendment
to Annex G.  Annex G of the Credit
Agreement is hereby amended and restated in its entirety as provided on Exhibit
A attached hereto.


9.             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.


10.           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;


(b)     the Agent shall have received a copy of a
fully executed and delivered amendment dated as of the date hereof (the “Second
Lien 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 and the other Persons signatory thereto, evidencing,
among other things, that the principal amount of the Loans (as defined in the
Second Lien Credit Agreement) have increased by $20,000,000;



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(c)     Borrowers shall have prepaid the Loans
using all the proceeds (net of any amendment fees payable with respect to the
Second Lien Amendment) received from the Supplemental Loans (as defined in the
Second Lien Amendment) and the Term Loans shall have been prepaid in full;


(d)     the Agent shall have received payment of a
$200,000 amendment fee; and


(e)     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.


11.           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 waiver 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 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.


12.           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.


13.           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.


14.           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.


15.           Reaffirmation
of Guaranties.  The Credit Parties
signatory hereto hereby reaffirm their Guaranties of the Obligations, taking
into account the provisions of this Amendment.



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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:

  	
  /s/ Timothy Canon

  
	
   

  	
   

  	
  Duly Authorized Signatory

  



 


	
  

  	
  CREDIT PARTIES:

  
	
   

  	
   

  
	
   

  	
  THERMADYNE INDUSTRIES, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Patricia S. Williams

  
	
   

  	
  Name:

  	
  Patricia S. Williams

  
	
   

  	
  Title:

  	
  Vice President, Secretary & General Counsel

  



 


	
  

  	
  THERMAL DYNAMICS CORPORATION

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Patricia S. Williams

  
	
   

  	
  Name:

  	
  Patricia S. Williams

  
	
   

  	
  Title:

  	
  Vice President, Secretary & General Counsel

  



 


	
  

  	
  TWECO PRODUCTS, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Patricia S. Williams

  
	
   

  	
  Name:

  	
  Patricia S. Williams

  
	
   

  	
  Title:

  	
  Vice President, Secretary & General Counsel

  



 


	
  

  	
  VICTOR EQUIPMENT COMPANY

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Patricia S. Williams

  
	
   

  	
  Name:

  	
  Patricia S. Williams

  
	
   

  	
  Title:

  	
  Vice President, Secretary & General Counsel

  



 


	
  

  	
  C & G SYSTEMS, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Patricia S. Williams

  
	
   

  	
  Name:

  	
  Patricia S. Williams

  
	
   

  	
  Title:

  	
  Vice President, Secretary & General Counsel

  



 



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  STOODY COMPANY

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Patricia S. Williams

  
	
   

  	
  Name:

  	
  Patricia S. Williams

  
	
   

  	
  Title:

  	
  Vice President, Secretary & General Counsel

  



 


	
  

  	
  THERMAL ARC, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Patricia S. Williams

  
	
   

  	
  Name:

  	
  Patricia S. Williams

  
	
   

  	
  Title:

  	
  Vice President, Secretary & General Counsel

  



 


	
  

  	
  THERMADYNE INTERNATIONAL CORP.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Patricia S. Williams

  
	
   

  	
  Name:

  	
  Patricia S. Williams

  
	
   

  	
  Title:

  	
  Vice President, Secretary & General Counsel

  



 


	
  

  	
  PROTIP CORPORATION

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Patricia S. Williams

  
	
   

  	
  Name:

  	
  Patricia S. Williams

  
	
   

  	
  Title:

  	
  Vice President, Secretary & General Counsel

  



 


	
  

  	
  THERMADYNE HOLDINGS CORPORATION

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Patricia S. Williams

  
	
   

  	
  Name:

  	
  Patricia S. Williams

  
	
   

  	
  Title:

  	
  Vice President, Secretary & General Counsel

  



 


	
  

  	
  MECO HOLDING COMPANY

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Patricia S. Williams

  
	
   

  	
  Name:

  	
  Patricia S. Williams

  
	
   

  	
  Title:

  	
  Vice President, Secretary & General Counsel

  



 


	
  

  	
  C&G SYSTEMS HOLDING, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Patricia S. Williams

  
	
   

  	
  Name:

  	
  Patricia S. Williams

  
	
   

  	
  Title:

  	
  Vice President, Secretary & General Counsel

  



 



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  THERMADYNE AUSTRALIA PTY LTD.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Patricia S. Williams

  
	
   

  	
  Name:

  	
  Patricia S. Williams

  
	
   

  	
  Title:

  	
  Vice President, Secretary & General Counsel

  



 


	
  

  	
  DUXTECH PTY LTD.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Patricia S. Williams

  
	
   

  	
  Name:

  	
  Patricia S. Williams

  
	
   

  	
  Title:

  	
  Vice President, Secretary & General Counsel

  



 


	
  

  	
  CIGWELD PTY LTD.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Patricia S. Williams

  
	
   

  	
  Name:

  	
  Patricia S. Williams

  
	
   

  	
  Title:

  	
  Vice President, Secretary & General Counsel

  



 


	
  

  	
  QUETALA PTY. LTD.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Patricia S. Williams

  
	
   

  	
  Name:

  	
  Patricia S. Williams

  
	
   

  	
  Title:

  	
  Vice President, Secretary & General Counsel

  



 


	
  

  	
  QUETACK PTY. LTD.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Patricia S. Williams

  
	
   

  	
  Name:

  	
  Patricia S. Williams

  
	
   

  	
  Title:

  	
  Vice President, Secretary & General Counsel

  



 


	
  

  	
  THERMADYNE WELDING PRODUCTS CANADA
  LIMITED

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Patricia S. Williams

  
	
   

  	
  Name:

  	
  Patricia S. Williams

  
	
   

  	
  Title:

  	
  Vice President, Secretary & General Counsel

  



 


	
  

  	
  THERMADYNE INDUSTRIES LIMITED

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Patricia S. Williams

  
	
   

  	
  Name:

  	
  Patricia S. Williams

  
	
   

  	
  Title:

  	
  Vice President, Secretary & General Counsel

  



 



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EXHIBIT A


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.


(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 (or
with respect to the Fiscal Quarters ending on or before December 31, 2006 but
after the Fiscal Quarter ending December 31, 2005, the period commencing
January 1, 2006 and ending on the last day such Fiscal Quarter) 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;



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0.85 for the Fiscal Quarter ending March 31, 2005;

0.90 for the Fiscal Quarter ending June 30, 2005;

0.93 for the Fiscal Quarter ending September 30, 2005;

0.81 for the Fiscal Quarter ending December 31, 2005;

1.00 for the Fiscal Quarter ending March 31, 2006;

1.00 for the Fiscal Quarter ending June 30, 2006;

1.00 for the Fiscal Quarter ending September 30, 2006;

1.00 for the Fiscal Quarter ending December 31, 2006;

1.00 for the Fiscal Quarter ending March 31, 2007;

1.00 for the Fiscal Quarter ending June 30, 2007; and

1.10 for the Fiscal Quarter ending September 30, 2007 and each Fiscal Quarter
thereafter.


(iii)          Intentionally Omitted.


(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 (or with respect to the Fiscal Quarters ending
on or before December 31, 2006 but after the Fiscal Quarter ending December 31,
2005, the period commencing January 1, 2006 and ending on the last day such
Fiscal Quarter) 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;


7.25 for the Fiscal
Quarter ending December 31, 2005;


5.75 for the Fiscal
Quarter ending March 31, 2006*; and


5.75 for the Fiscal
Quarter ending June 30, 2006*;


5.75 for the Fiscal
Quarter ending September 30, 2006*;


5.75 for the Fiscal
Quarter ending December 31, 2006;


5.75 for the Fiscal
Quarter ending March 31, 2007;


5.75 for the Fiscal
Quarter ending June 30, 2007;


5.50 for the Fiscal
Quarter ending September 30, 2007;


5.25 for the Fiscal
Quarter ending December 31, 2007;


5.00 for the Fiscal
Quarter ending March 31, 2008;


4.75 for the Fiscal
Quarter ending June 30, 2008;


4.50 for the Fiscal
Quarter ending September 30, 2008;


4.25 for the Fiscal
Quarter ending December 31, 2009; and


4.00 for each Fiscal
Quarter ending thereafter.



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* For the measuring periods ending March 31, 2006,
June 30, 2006 and September 30, 2006, EBITDA shall be calculated as follows:
(a) for the measuring period ending March 31, 2006, EBITDA shall equal the
actual amounts thereof for the period from January 1, 2006 through March 31,
2006 multiplied  by 4.0, (b) for the measuring period ending June
30, 2006, EBITDA shall equal the actual amounts thereof for the period from
January 1, 2006 through June 30, 2006 multiplied  by 2.0 and (c)
for the measuring period ending September 30, 2006, EBITDA shall equal the
actual amounts thereof for the period from January 1, 2006 through September
30, 2006 multiplied  by 1.33.


Notwithstanding anything to the contrary contained
herein, if EBITDA or Fixed Charges for the Fiscal Quarter ended March 31, 2006
(in each case as demonstrated in accordance with Section 4.1(a) concurrently
with the delivery by July 27, 2006 of restated Financial Statements for such
Fiscal Quarter) varies by more than 5% from the EBITDA or Fixed Charges
calculations, respectively, previously provided to Agent, the Agent shall have
the right to make such adjustments to the Financial Covenants as are necessary,
in the Agent’s reasonable judgment, to reflect such variance.


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 



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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 G 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.



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