**Exhibit4.45**

**SIXTEENTHAMENDMENT AND LIMITED WAIVERtoSECOND AMENDED AND RESTATED CREDIT AGREEMENT**

This SIXTEENTHAMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”),dated as of July 21, 2006, by and among THERMADYNE INDUSTRIES, INC., a Delawarecorporation (“Industries”), THERMAL DYNAMICS CORPORATION, a Delawarecorporation (“Dynamics”), TWECO PRODUCTS, INC., a Delaware corporation (“Tweco”),VICTOR EQUIPMENT COMPANY, a Delaware corporation (“Victor”), C & GSYSTEMS, INC., an Illinois corporation (“C & G”), STOODY COMPANY, aDelaware corporation (“Stoody”), THERMAL ARC, INC., a Delawarecorporation (“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 designatedas Credit Parties on the signature pages hereof, GENERAL ELECTRIC CAPITALCORPORATION, a Delaware corporation (“Agent”) and the Persons signatorythereto from time to time as Lenders. Unless otherwise specified herein, capitalized terms used in thisAmendment shall have the meanings ascribed to them in Annex A tothe Credit Agreement and the Intercreditor Agreement (each as hereinafterdefined).

RECITALS

WHEREAS, the Borrowers, the Credit Parties, Agent andLenders have entered into that certain Second Amended and Restated CreditAgreement dated as of November 22, 2004 (as further amended, supplemented, restatedor otherwise modified from time to time, the “Credit Agreement”);

WHEREAS, the Borrowers and the other Credit Partieshave requested that Agent and Lenders amend certain provisions of the CreditAgreement; and

WHEREAS, the Agent and Lenders have agreed to amendthe Credit Agreement as set forth herein.

NOW THEREFORE, in consideration of the mutualexecution hereof and other good and valuable consideration, the parties heretoagree as follows:

### 1.             LimitedWaiver.  With respect to theFinancial Covenants contained in Annex G, Sections (a)(ii)-(iv) to the CreditAgreement, the Agent and Lenders hereby waive any breach of or failure tocomply with such covenants by the Borrowers and the other Credit Parties foreach Fiscal Quarter ending after September 30, 2003 but on prior to September30, 2005, solely to the extent any such breach or failure to comply resultsfrom a recalculation of those ratios that may occur after a restatement of thefinancial statements of any Borrower or other Credit Party.

### 2.             LimitedConsent.  In accordance with Section5.2 of the Intercreditor Agreement, Agent hereby consents to that certainAmendment No. 16, Waiver and Agreement to the Second Lien Credit Agreement byand among Borrowers, Credit Suisse, Cayman Islands

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### Branch (f/k/a Credit Suisse First Boston, acting through its CaymanIslands Branch), as administrative agent, and the other Persons signatorythereto, having the effect of, among other things, increasing the aggregateprincipal amount outstanding under the Second Lien Credit Agreement to$50,000,000.

### 3.             Amendmentto Section 1.3(a).  Section 1.3(a) ofthe Credit Agreement is hereby amended by adding the following sentence afterthe first sentence thereof:

### “Notwithstandinganything to the contrary contained herein, Borrowers may prepay the Term Loanin full on prior to July 21, 2006 without any restrictions or prepayment fee.”

### 4.             Amendmentto Section 4.1(a).  Section 4.1(a) ofthe Credit Agreement is hereby amended and restated to read in its entirety asfollows:

### “Each CreditParty executing this Agreement hereby agrees that from and after the ClosingDate and until the Termination Date, it shall deliver to Agent or to Agent andLenders, as required, the Financial Statements, notices, Projections and otherinformation at the times, to the Persons and in the manner set forth in AnnexE.  Notwithstanding the timingotherwise set forth in Annex E or otherwise herein to the contrary, (i)the Financial Statements for the Fiscal Quarter ended March 31, 2006 and theannual audited Financials Statements required to be delivered pursuant tosubsection (c) of Annex E for the Fiscal Year ending December 31, 2005shall not be required to be delivered until July 27, 2006 and (ii) theFinancial Statements for the Fiscal Quarter ended June 30, 2006 shall not berequired to be delivered until September 15, 2006.  Together with the Financial Statementdelivered with respect to the Fiscal Quarter ending March 31, 2006, BorrowerRepresentative shall provide Agent with calculations, in form and substanceacceptable to Agent, demonstrating compliance with the Financial Covenants forsuch Fiscal Quarter.”

### 5.             Amendmentto Section 6.3(a)(xiii).  Section6.3(a)(xiii) of the Credit Agreement is hereby amended and restated to read inits entirety as follows:

###  “(xiii) Indebtedness consistingof Second Lien Loan Obligations of Borrowers to Second Lien Lenders (as definedin the Intercreditor Agreement) under the Second Lien Credit Agreement in anaggregate principal amount not to exceed $50,000,000.”

### 6.             Amendmentto Section 8.1.  Section 8.1 of theCredit Agreement is hereby amended by adding the following new Section 8.1(p):

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

### 7.             Amendmentto Annex A.  Annex A of the CreditAgreement 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 forany fiscal period, without duplication, an amount equal to (a) consolidated netincome 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 itemsand dispositions of discontinued operations for such period, (iv) any aggregatenet gain (but not any aggregate net loss) during such period arising from thesale, exchange or other disposition of capital assets by such Person (includingany fixed assets, whether tangible or intangible, all inventory sold inconjunction with the disposition of fixed assets and all securities), and (v)any other non-cash gains that have been added in determining consolidated netincome, in each case to the extent included in the calculation of consolidatednet income of such Person for such period in accordance with GAAP, but withoutduplication, plus (c) the sum of (i) any provision for income taxes, (ii)Interest Expense, (iii) loss from extraordinary items and dispositions ofdiscontinued operations and from impairments for such period (which for theavoidance of doubt, such losses shall in no case include operating losses fromdiscontinued operations), (iv) depreciation and amortization for such period,(v) amortized debt discount for such period, (vi) the amount of any deductionto consolidated net income as the result of any grant to any members of themanagement of such Person of any Stock, (vii) any non-recurring employeeseverance expenses (a) not to exceed $2,000,000 in the aggregate, accruedduring the Fiscal Year ended December 31, 2005 and (b) not to exceed $1,000,000in the aggregate, accrued during the Fiscal Year ended December 31, 2006, ineach case to the extent included in the calculation of consolidated net incomeof such Person for such period in accordance with GAAP, but withoutduplication, (viii) amounts incurred, not to exceed $1,400,000 in theaggregate, prior to June 30, 2006, in connection with modifications of the 91⁄4%Senior Subordinated Notes due 2014 and the Fourteenth Amendment to thisAgreement 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 theFiscal Quarter ended June 30, 2006, for audit and contractor fees relating tocompletion of 2005 Form 10-K and Form 10-Q for the Fiscal Quarter ended March31, 2006, any restatements with respect to prior periods and audited financialstatements 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 Form10-Q for the Fiscal Quarter ended March 31, 2006, any restatements with respectto prior periods and audited financial statements related to any of theforegoing or in connection with the transition from Ernst & Young LLP toother independent public accountants of recognized national standing, (xi) theaccrual, net of any payment in cash, related to the net periodic postretirement 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 the91⁄4% Senior Subordinated Notes due 2014, and (xiii) amounts incurred, not toexceed $400,000 in the aggregate, on or subsequent to July 1, 2006, inconnection with the Sixteenth Amendment and Limited Waiver to this Agreementand Amendment No. 16 and Consent to the Second Lien Credit Agreement, plus orminus as applicable (d) the impact of any net change in the Borrowers’ LIFOinventory reserve.  For purposes of thisdefinition, the following items shall be excluded in determining consolidatednet income of a Person: (1) the income (or deficit) of any other Person accruedprior to the date it became a Subsidiary of, or was merged or consolidatedinto, such Person or any of such Person’s Subsidiaries; (2) the income (ordeficit) of any other Person (other than a Subsidiary) in which such Person hasan ownership interest, except to the extent any such income has actually beenreceived by such Person in the form of cash dividends or distributions; (3) theundistributed earnings of any Subsidiary of such Person to the extent that thedeclaration or payment of dividends or similar distributions by such Subsidiaryis not at the time permitted by the terms of any contractual obligation or requirementof law applicable to such Subsidiary; (4) any restoration to income of anycontingency reserve, except to the extent that provision for such reserve wasmade 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 insurancepolicies; (7) any net gain arising from the acquisition of any securities, orthe extinguishment, under GAAP, of any Indebtedness, of such Person; (8) in thecase of a successor to such Person by consolidation or merger or as atransferee of its assets, any earnings of such successor prior to suchconsolidation, merger or transfer of assets; and (9) any deferred creditrepresenting the excess of equity in any Subsidiary of such Person at the dateof acquisition of such Subsidiary over the cost to such Person of theinvestment in such Subsidiary.”

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### 8.             Amendmentto Annex G.  Annex G of the CreditAgreement is hereby amended and restated in its entirety as provided on ExhibitA attached hereto.

### 9.             Representationsand Warranties of Credit Parties. The Credit Parties represent and warrant that:

#### (a)       the execution, delivery and performanceby the Credit Parties of this Amendment have been duly authorized by allnecessary corporate action required on its part and this Amendment is a legal,valid and binding obligation of the Credit Parties enforceable against theCredit Parties in accordance with its terms except as the enforcement thereofmay be subject to (i) the effect of any applicable bankruptcy, insolvency,reorganization, moratorium or similar laws affecting creditors’ rightsgenerally and (ii) general principles of equity (regardless of whetherenforcement is sought in a proceeding in equity or at law); and

#### (b)      after giving effect to this Amendment, eachof the representations and warranties contained in the Credit Agreement is trueand correct in all material respects on and as of the date hereof as if made onthe date hereof, except to the extent that such representations and warrantiesexpressly relate to an earlier date.

### 10.           ConditionsTo Effectiveness.  This Amendmentshall be effective upon the following (all in form and substance satisfactoryto Agent):

#### (a)     execution and delivery of this Amendment bythe Lenders and the Credit Parties;

#### (b)     the Agent shall have received a copy of afully executed and delivered amendment dated as of the date hereof (the “SecondLien Amendment”), in form and substance satisfactory to Agent, to that certainSecond Lien Credit Agreement, dated as of July 29, 2004, by and among theBorrowers, Credit Suisse and the other Persons signatory thereto, evidencing,among other things, that the principal amount of the Loans (as defined in theSecond Lien Credit Agreement) have increased by $20,000,000;

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#### (c)     Borrowers shall have prepaid the Loansusing all the proceeds (net of any amendment fees payable with respect to theSecond Lien Amendment) received from the Supplemental Loans (as defined in theSecond 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 andexpenses, including the reasonable fees, costs and expenses of counsel or otheradvisors for advice, assistance, or other representation in connection withthis Amendment, as provided in Section 11.3(a) of the Credit Agreement.

### 11.           ReferenceTo And Effect Upon The Credit Agreement.

#### (a)       The Credit Agreement and the other LoanDocuments shall remain in full force and effect, as amended hereby, and arehereby ratified and confirmed.

(b)       The waiver and amendments set forthherein is effective solely for the purposes set forth herein and shall belimited precisely as written, and shall not be deemed to (i) be a consent toany amendment, waiver or modification of any other term or condition of theCredit Agreement or any other Loan Document, (ii) operate as a waiver orotherwise prejudice any right, power or remedy that the Agent or the Lendersmay now have or may have in the future under or in connection with the CreditAgreement or any other Loan Document or (iii) constitute a waiver of anyprovision of the Credit Agreement or any Loan Document, except as specificallyset forth herein.  Upon the effectivenessof this Waiver, each reference in the Credit Agreement to “this Agreement”, “herein”,“hereof” and words of like import and each reference in the Credit Agreementand the Loan Documents to the Credit Agreement shall mean the Credit Agreementas amended hereby.  This Waiver shall beconstrued in connection with and as part of the Credit Agreement.

### 12.           GoverningLaw.  THIS AMENDMENT SHALL BEGOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS (AS OPPOSED TOCONFLICTS OF LAWS PROVISIONS) OF THE STATE OF NEW YORK.

### 13.           Headings.  Section headings in this Amendment areincluded herein for convenience of reference only and shall not constitute apart of this Amendment for any other purposes.

### 14.           Counterparts.  This Amendment may be executed in any numberof counterparts, each of which when so executed shall be deemed an original,but all such counterparts shall constitute one and the same instrument.

### 15.           Reaffirmationof Guaranties.  The Credit Partiessignatory hereto hereby reaffirm their Guaranties of the Obligations, takinginto account the provisions of this Amendment.

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IN WITNESS WHEREOF, the parties hereto have executedand 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

**AMENDEDAND RESTATED ANNEX G (Section 6.10)toCREDIT AGREEMENT**

**FINANCIALCOVENANTS**

 (a)          Financial Covenants. Borrowersshall not breach or fail to comply with any of the following financialcovenants, each of which shall be calculated in accordance with GAAPconsistently applied:

(i)            MaximumCapital Expenditures.  Holdings andits Subsidiaries on a consolidated basis shall not make Capital Expendituresduring the following periods that exceed in the aggregate the amounts set forthopposite each of such periods:

Period                                                                                     MaximumCapital Expenditures per Period

Fiscal Year 2003;                                                                                  $18,000,000Fiscal Year 2004;                                                                                  $17,000,000Fiscal Year 2005;                                                                                  $17,000,000Fiscal Year 2006;                                                                                  $18,000,000Fiscal Year 2007;                                                                                  $18,000,000Fiscal Year 2008;                                                                                  $18,000,000

; provided,however, that the amount of permitted Capital Expenditures referencedabove will be increased in any period by the positive amount equal to thelesser of (i) 50% of the amount of permitted Capital Expenditures for the immediatelyprior period, and (ii) the amount (if any), equal to the difference obtained bytaking the Capital Expenditures limit specified above for the immediately priorperiod minus the actual amount of any Capital Expenditures expendedduring such prior period (the “Carry Over Amount”), and for purposes ofmeasuring compliance herewith, the Carry Over Amount shall be deemed to be thelast amount spent on Capital Expenditures in that succeeding year.

(ii) Minimum FixedCharge Coverage Ratio.  Holdings andits Subsidiaries shall have on a consolidated basis at the end of each FiscalQuarter, a Fixed Charge Coverage Ratio for the 12-month period then ended (orwith respect to the Fiscal Quarters ending on or before December 31, 2006 butafter the Fiscal Quarter ending December 31, 2005, the period commencingJanuary 1, 2006 and ending on the last day such Fiscal Quarter) of not lessthan 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; and1.10 for the Fiscal Quarter ending September 30, 2007 and each Fiscal Quarterthereafter.

(iii)          Intentionally Omitted.

(iv)          Maximum Leverage Ratio.  Until such time as the Second Lien LoanObligations 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 atany time less than $15,000,000 this Financial Covenant shall be reinstateduntil the Commitment Termination Date), Holdings and its Subsidiaries on aconsolidated basis shall have, at the end of each Fiscal Quarter set forthbelow, a Leverage Ratio as of the last day of such Fiscal Quarter and for the12-month period then ended (or with respect to the Fiscal Quarters endingon 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 suchFiscal Quarter) of not more than the following:

5.00 for the FiscalQuarter ending December 31, 2003;

5.00 for the FiscalQuarter ending March 31, 2004;

5.00 for the FiscalQuarter ending June 30, 2004;

5.53 for the FiscalQuarter ending September 30, 2004;

6.18 for the FiscalQuarter ending December 31, 2004;

6.70 for the FiscalQuarter ending March 31, 2005;

7.08 for the FiscalQuarter ending June 30, 2005;

6.72 for the FiscalQuarter ending September 30, 2005;

7.25 for the FiscalQuarter ending December 31, 2005;

5.75 for the FiscalQuarter ending March 31, 2006*; and

5.75 for the FiscalQuarter ending June 30, 2006*;

5.75 for the FiscalQuarter ending September 30, 2006*;

5.75 for the FiscalQuarter ending December 31, 2006;

5.75 for the FiscalQuarter ending March 31, 2007;

5.75 for the FiscalQuarter ending June 30, 2007;

5.50 for the FiscalQuarter ending September 30, 2007;

5.25 for the FiscalQuarter ending December 31, 2007;

5.00 for the FiscalQuarter ending March 31, 2008;

4.75 for the FiscalQuarter ending June 30, 2008;

4.50 for the FiscalQuarter ending September 30, 2008;

4.25 for the FiscalQuarter ending December 31, 2009; and

4.00 for each FiscalQuarter 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 theactual amounts thereof for the period from January 1, 2006 through March 31,2006 multipliedby 4.0, (b) for the measuring period ending June30, 2006, EBITDA shall equal the actual amounts thereof for the period fromJanuary 1, 2006 through June 30, 2006 multipliedby 2.0 and (c)for the measuring period ending September 30, 2006, EBITDA shall equal theactual amounts thereof for the period from January 1, 2006 through September30, 2006 multipliedby 1.33.

Notwithstanding anything to the contrary containedherein, 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) concurrentlywith the delivery by July 27, 2006 of restated Financial Statements for suchFiscal Quarter) varies by more than 5% from the EBITDA or Fixed Chargescalculations, respectively, previously provided to Agent, the Agent shall havethe 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, anyaccounting term used in the Agreement shall have the meaning customarily givensuch term in accordance with GAAP, and all financial computations hereundershall be computed in accordance with GAAP consistently applied.  That certain items or computations areexplicitly modified by the phrase “in accordance with GAAP” shall in no way beconstrued to limit the foregoing.  If any“Accounting Changes” (as defined below) occur and such changes result in achange in the calculation of the financial covenants, standards or terms usedin the Agreement or any other Loan Document, then Borrowers, Agent and Lendersagree to enter into negotiations in order to amend such provisions of theAgreement so as to equitably reflect such Accounting Changes with the desiredresult that the criteria for evaluating Borrowers’ and their Subsidiaries’financial condition shall be the same after such Accounting Changes as if suchAccounting Changes had not been made; provided, however, that theagreement of Requisite Lenders to any required amendments of such provisionsshall be sufficient to bind all Lenders. “Accounting Changes” means (i) changes in accounting principlesrequired by the promulgation of any rule, regulation, pronouncement or opinionby the Financial Accounting Standards Board of the American Institute ofCertified Public Accountants (or successor thereto or any agency with similarfunctions); (ii) changes in accounting principles concurred in by any Borrower’scertified public accountants; (iii) purchase accounting adjustments underA.P.B. 16 or 17 and EITF 88-16, and the application of the accountingprinciples set forth in FASB 109, including the establishment of reservespursuant thereto and any subsequent reversal (in whole or in part) of suchreserves; and (iv) the reversal of any reserves established as a result ofpurchase accounting adjustments.  Allsuch adjustments resulting from expenditures made subsequent to the ClosingDate (including capitalization of costs and expenses or payment of pre-ClosingDate liabilities) shall be treated as expenses in the period the expendituresare made and deducted as part of the calculation of EBITDA in such period.  If Agent, Borrowers and Requisite Lendersagree upon the required amendments, then after appropriate amendments have beenexecuted and the underlying Accounting Change with respect thereto has beenimplemented, any reference to GAAP contained in the Agreement or in any otherLoan Document shall, only to the extent of such Accounting Change, refer toGAAP, consistently applied after giving effect to the implementation of suchAccounting Change.  If 

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Agent, Borrowers and Requisite Lenders cannot agreeupon the required amendments within thirty (30) days following the date ofimplementation of any Accounting Change, then all Financial Statementsdelivered and all calculations of financial covenants and other standards andterms in accordance with the Agreement and the other Loan Documents shall beprepared, delivered and made without regard to the underlying AccountingChange.  For purposes of Section 8.1,a breach of a Financial Covenant contained in this Annex G shall bedeemed to have occurred as of any date of determination by Agent or as of thelast day of any specified measurement period, regardless of when the FinancialStatements reflecting such breach are delivered to Agent.

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