Exhibit
4.1


 


EXECUTION COPY


 


AMENDMENT NO. 13 AND AGREEMENT (this “Amendment”) dated as
of April 5, 2006, to the Second Lien Credit Agreement dated as of July 29,
2004, 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, together
with ProTip, Thermal Arc, Stoody, C & G, Victor, Tweco, Dynamics and
Industries, the “Borrowers”),
the Guarantors party thereto, the Lenders from time to time party thereto and
CREDIT SUISSE, as administrative agent (in such capacity, the “Administrative Agent”)
and as collateral agent (in such capacity, the “Collateral Agent”) (as amended by
Amendment No. 1 and Agreement effective as of September 30, 2004, by
Amendment No. 2 and Joinder Agreement dated as of November 22, 2004,
by Amendment No. 3 and Consent dated as of January 3, 2005, by Amendment
No. 4 dated as of March 16, 2005, by Amendment No. 5 dated as of
March 30, 2005, by Amendment No. 6 dated as of March 31, 2005,
by Amendment No. 7 dated as of July 1, 2005, by Amendment No. 8 dated
as of August 8, 2005, by Amendment No. 9 dated as of October 7, 2005,
by Amendment No. 10 and Agreement dated as of November 7, 2005, by
Amendment No. 11 and Agreement dated as of December 29, 2005, by Amendment
No. 12, Waiver and Consent dated as of March 9, 2006, and as further amended,
supplemented or modified, the “Credit Agreement”).


 


A.            Pursuant to the Credit Agreement, the Lenders have
extended credit to the Borrowers.


 


B.            The Borrowers and the other Credit Parties have requested
that the Administrative Agent and the Lenders (i) amend the Credit Agreement to
permit the sale of the Stock of Tec. Mo. Srl and Tec. Mo. Control Srl for an
aggregate amount of not less than $8,300,000 of cash and assumption of debt
(the “TecMo Sale”)
and (ii) make certain other changes to the Credit Agreement, as set forth
herein.


 


C.            Capitalized terms used but not defined herein shall have
the meanings assigned to them in the Credit Agreement.


 


Accordingly, in consideration
of the mutual agreements herein contained and other good and valuable
consideration, the sufficiency and receipt of which are hereby acknowledged,
the parties hereto agree as follows:


 


SECTION 1.  Amendments. 
(a) Section 5.03 (Financial
Statements, Reports, etc.) of the Credit Agreement is hereby amended
by inserting the following immediately prior to the semicolon at the end of
clause (a) thereof:


 





















 


“; provided,
however, that the monthly
financial statements required to be delivered pursuant to this Section 5.03 for
the fiscal months ended January 31, 2006, February 28, 2006, and March 31,
2006, shall not be required to be delivered until May 15, 2006”


 


(a) Section 6.08 (Sale of Stock and Assets) of the Credit
Agreement is hereby amended by (i) deleting the word “and” at the end of clause
(g) thereof and (ii) replacing clause (h) thereof with:


 


“(h) the sale of the Stock of (i) Genset
SpA for an aggregate amount of not less than $10,000,000 in cash and assumption
of debt (the “Genset
Sale”), (ii) Soldaduras Soltec Ltda. for an aggregate amount of
not less than $7,500,000 in cash and assumption of debt (the “Soltec Sale”) and
(iii) Tec. Mo. Srl and Tec. Mo. Control Srl for an aggregate amount of not less
than $8,300,000 of cash and assumption of debt (the “TecMo Sale”), so long
as the net proceeds of each of the Genset Sale, the Soltec Sale and the TecMo
Sale shall be distributed to a Borrower; and


 


(i) the liquidation of Duxtech Pty Ltd. (CAN
007 211 190) in a manner reasonably satisfactory to the Administrative Agent.”


 


SECTION 2.    Use of Proceeds and Permanent Reduction of Revolving Loan
Commitments.  (a) The
Borrowers hereby agree that the cash proceeds of the TecMo Sale, net of
(A) commissions and other reasonable and customary transaction costs, fees
and expenses properly attributable to such transaction and payable by the
Borrowers in connection therewith (in each case, paid to non-Affiliates),
(B) transfer taxes, and (C) an appropriate reserve for income taxes
in accordance with GAAP in connection therewith, shall be utilized solely to
prepay a portion of the principal balance of the Revolving Credit Advances (as
defined in the First Lien Credit Agreement).


 


(a) Notwithstanding anything to
the contrary set forth in the Credit Agreement, the Borrowers hereby agree that
a breach of any of the agreement in paragraph (a) above shall be deemed to
constitute an Event of Default.


 


SECTION 3.    Representations and Warranties.   To induce the other parties hereto to enter
into this Amendment, the Credit Parties represent and warrant to each of the
Lenders, the Administrative Agent and the Collateral Agent, that, after giving
effect to this Amendment, (a) the representations and warranties set forth
in Article III of the Credit Agreement are true and correct in all
material respects on and as of the date hereof, except to the extent such
representations and warranties expressly relate to an earlier date, and
(b) no Default or Event of Default has occurred and is continuing.


 


SECTION 4.    Effectiveness.   This Amendment shall become effective as of
the date set forth above on the date that the Administrative Agent (or its
counsel) shall have received:


 


(a) counterparts of this
Amendment that, when taken together, bear the signatures of the Credit Parties
and the Required Lenders; and


 


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(b) a copy of a fully executed
and delivered amendment, in form and substance reasonably satisfactory to the
Administrative Agent, to the First Lien Credit Agreement.


 


SECTION 5.    Effect of Amendment.   Except as expressly set forth herein, this
Amendment shall not by implication or otherwise limit, impair, constitute a
waiver of, or otherwise affect the rights and remedies of the Lenders, the
Administrative Agent or the Collateral Agent under the Credit Agreement or any
other Loan Document, and shall not alter, modify, amend or in any way affect
any of the terms, conditions, obligations, covenants or agreements contained in
the Credit Agreement or any other Loan Document, all of which are ratified and
affirmed in all respects and shall continue in full force and effect.  Nothing herein shall be deemed to entitle any
Credit Party to a consent to, or a waiver, amendment, modification or other
change of, any of the terms, conditions, obligations, covenants or agreements
contained in the Credit Agreement or any other Loan Document in similar or different
circumstances.  This Amendment shall
apply and be effective only with respect to the provisions of the Credit
Agreement specifically referred to herein. 
After the date hereof, any reference to the Credit Agreement shall mean
the Credit Agreement, as modified hereby. 
This Amendment shall constitute a “Loan Document” for all purposes of
the Credit Agreement and the other Loan Documents.


 


SECTION 6.    Counterparts.  This Amendment may be executed in any number
of counterparts and by different parties hereto in separate counterparts, each
of which when so executed and delivered shall be deemed an original, but all
such counterparts together shall constitute but one and the same contract.  Delivery of an executed counterpart of a
signature page of this Amendment by facsimile transmission shall be as
effective as delivery of a manually executed counterpart hereof.


 


SECTION 7.    Applicable Law.  THIS AMENDMENT SHALL
BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF
NEW YORK.


 


SECTION 8.    Headings.   The headings of this Amendment are for
purposes of reference only and shall not limit or otherwise affect the meaning
hereof.


 


SECTION 9.    Expenses.   The Borrowers agree to reimburse the
Administrative Agent for all out-of-pocket expenses in connection
with this Amendment, including the reasonable fees, charges and disbursements
of Cravath, Swaine & Moore LLP, counsel for the Administrative Agent.


 


SECTION 10. Reaffirmation.  Each of the Guarantors hereby acknowledges
receipt and notice of, and consents to the terms of, this Amendment, and
affirms and confirms its guarantee of the Obligations and, if applicable, the
pledge of and/or grant of a security interest in its assets as Collateral to
secure the Obligations, all as provided in the Collateral Documents as
originally executed, and acknowledges and agrees that such guarantee, pledge
and/or grant of security interest continue in full force and effect in respect
of, and to secure, the Obligations under the Credit Agreement, as amended
hereby, and the other Loan Documents.


 


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this page intentionally left blank]


 


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IN WITNESS WHEREOF, each of the
parties hereto has caused this Amendment to be executed and delivered by its
duly authorized officer as of the date first set forth above.


 


	
   

  	
  THERMADYNE INDUSTRIES, INC.,

  
	
   

  	
   

  
	
   

  	
  by

  	
   

  
	
   

  	
   

  	
  /s/ Patricia
  S. Williams

  	
   

  
	
   

  	
   

  	
    Name: PATRICIA S. WILLIAMS

  
	
   

  	
   

  	
    Title: V.P. SECTY & G.C.

  
	
   

  	
   

  	
   

  
	
   

  	
  THERMAL DYNAMICS

  CORPORATION,

  
	
   

  	
   

  
	
   

  	
  by

  	
   

  
	
   

  	
   

  	
  /s/ Patricia S. Williams

  	
   

  
	
   

  	
   

  	
    Name: PATRICIA S. WILLIAMS

  
	
   

  	
   

  	
   

  
	
   

  	
  TWECO PRODUCTS, INC.,

  
	
   

  	
   

  	
   

  
	
   

  	
  by

  	
   

  
	
   

  	
   

  	
  /s/ Patricia
  S. Williams

  	
   

  
	
   

  	
   

  	
    Name: PATRICIA S. WILLIAMS

  
	
   

  	
   

  	
    Title: V.P. SECTY & G.C.

  
	
   

  	
   

  	
   

  
	
   

  	
  VICTOR EQUIPMENT COMPANY,

  
	
   

  	
   

  
	
   

  	
  by

  	
   

  
	
   

  	
   

  	
  /s/ Patricia
  S. Williams

  	
   

  
	
   

  	
   

  	
    Name: PATRICIA S. WILLIAMS

  
	
   

  	
   

  	
    Title: V.P. SECTY & G.C.

  
	
   

  	
   

  	
   

  
	
   

  	
  C & G SYSTEMS, INC.,

  
	
   

  	
   

  
	
   

  	
  by

  	
   

  
	
   

  	
   

  	
  /s/ Patricia
  S. Williams

  	
   

  
	
   

  	
   

  	
    Name: PATRICIA S. WILLIAMS

  
	
   

  	
   

  	
    Title: V.P. SECTY & G.C.

  
	
   

  	
   

  	
   

  
	
   

  	
  STOODY COMPANY,

  
	
   

  	
   

  
	
   

  	
  by

  	
   

  
	
   

  	
   

  	
  /s/ Patricia
  S. Williams

  	
   

  
	
   

  	
   

  	
    Name: PATRICIA S. WILLIAMS

  
	
   

  	
   

  	
    Title: V.P. SECTY & G.C.

  



 


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  THERMAL ARC, INC.,

  
	
   

  	
   

  
	
   

  	
  by

  	
   

  
	
   

  	
   

  	
  /s/ Patricia
  S. Williams

  	
   

  
	
   

  	
   

  	
    Name: PATRICIA S. WILLIAMS

  
	
   

  	
   

  	
    Title: V.P. SECTY & G.C.

  
	
   

  	
   

  	
   

  
	
   

  	
  PROTIP CORPORATION,

  
	
   

  	
   

  
	
   

  	
  by

  	
   

  
	
   

  	
   

  	
  /s/ Patricia
  S. Williams

  	
   

  
	
   

  	
   

  	
    Name: PATRICIA S. WILLIAMS

  
	
   

  	
   

  	
    Title: V.P. SECTY & G.C.

  
	
   

  	
   

  	
   

  
	
   

  	
  THERMADYNE INTERNATIONAL

  CORP.,

  
	
   

  	
   

  
	
   

  	
  by

  	
   

  
	
   

  	
   

  	
  /s/ Patricia
  S. Williams

  	
   

  
	
   

  	
   

  	
    Name: PATRICIA S. WILLIAMS

  
	
   

  	
   

  	
    Title: V.P. SECTY & G.C.

  
	
   

  	
   

  	
   

  
	
   

  	
  THERMADYNE HOLDINGS

  CORPORATION,

  
	
   

  	
   

  
	
   

  	
  by

  	
   

  
	
   

  	
   

  	
  /s/ Patricia
  S. Williams

  	
   

  
	
   

  	
   

  	
    Name: PATRICIA S. WILLIAMS

  
	
   

  	
   

  	
    Title: V.P. SECTY & G.C.

  
	
   

  	
   

  	
   

  
	
   

  	
  MECO HOLDING COMPANY,

  
	
   

  	
   

  
	
   

  	
  by

  	
   

  
	
   

  	
   

  	
  /s/ Patricia
  S. Williams

  	
   

  
	
   

  	
   

  	
    Name: PATRICIA S. WILLIAMS

  
	
   

  	
   

  	
    Title: V.P. SECTY & G.C.

  
	
   

  	
   

  	
   

  
	
   

  	
  C&G SYSTEMS HOLDING, INC.,

  
	
   

  	
   

  
	
   

  	
  by

  	
   

  
	
   

  	
   

  	
  /s/ Patricia
  S. Williams

  	
   

  
	
   

  	
   

  	
    Name: PATRICIA S. WILLIAMS

  
	
   

  	
   

  	
    Title: V.P. SECTY & G.C.

  



 


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  CIGWELD PTY LTD.,

  
	
   

  	
   

  
	
   

  	
  by

  	
   

  
	
   

  	
   

  	
  /s/ Patricia
  S. Williams

  	
   

  
	
   

  	
   

  	
    Name: PATRICIA S. WILLIAMS

  
	
   

  	
   

  	
    Title: V.P. SECTY & G.C.

  
	
   

  	
   

  	
   

  
	
   

  	
  DUXTECH PTY LTD.,

  
	
   

  	
   

  
	
   

  	
  by

  	
   

  
	
   

  	
   

  	
  /s/ Patricia
  S. Williams

  	
   

  
	
   

  	
   

  	
    Name: PATRICIA S. WILLIAMS

  
	
   

  	
   

  	
    Title: V.P. SECTY & G.C.

  
	
   

  	
   

  	
   

  
	
   

  	
  QUETACK PTY, LTD.,

  
	
   

  	
   

  
	
   

  	
  by

  	
   

  
	
   

  	
   

  	
  /s/ Patricia
  S. Williams

  	
   

  
	
   

  	
   

  	
    Name: PATRICIA S. WILLIAMS

  
	
   

  	
   

  	
    Title: V.P. SECTY & G.C.

  
	
   

  	
   

  	
   

  
	
   

  	
  QUETALA PTY, LTD.,

  
	
   

  	
   

  
	
   

  	
  by

  	
   

  
	
   

  	
   

  	
  /s/ Patricia
  S. Williams

  	
   

  
	
   

  	
   

  	
    Name: PATRICIA S. WILLIAMS

  
	
   

  	
   

  	
    Title: V.P. SECTY & G.C.

  
	
   

  	
   

  	
   

  
	
   

  	
  THERMADYNE AUSTRALIA PTY

  LTD.,

  
	
   

  	
   

  
	
   

  	
  by

  	
   

  
	
   

  	
   

  	
  /s/ Patricia
  S. Williams

  	
   

  
	
   

  	
   

  	
    Name: PATRICIA S. WILLIAMS

  
	
   

  	
   

  	
    Title: V.P. SECTY & G.C.

  
	
   

  	
   

  	
   

  
	
   

  	
  THERMADYNE INDUSTRIES

  LIMITED,

  
	
   

  	
   

  
	
   

  	
  by

  	
   

  
	
   

  	
   

  	
  /s/ Patricia
  S. Williams

  	
   

  
	
   

  	
   

  	
    Name: PATRICIA S. WILLIAMS

  
	
   

  	
   

  	
    Title: V.P. SECTY & G.C.

  



 


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  THERMADYNE WELDING

  PRODUCTS CANADA LIMITED,

  
	
   

  	
   

  
	
   

  	
  by

  	
   

  
	
   

  	
   

  	
  /s/ Patricia
  S. Williams

  	
   

  
	
   

  	
   

  	
    Name: PATRICIA S. WILLIAMS

  
	
   

  	
   

  	
    Title: V.P. SECTY & G.C.

  



 


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  CREDIT SUISSE, CAYMAN

  ISLANDS BRANCH, as Administrative

  Agent and Collateral Agent,

  
	
   

  	
   

  
	
   

  	
  by

  	
   

  
	
   

  	
   

  	
  /s/ Phillip
  Ho

  	
   

  
	
   

  	
   

  	
    Name: PHILLIP HO

  
	
   

  	
   

  	
    Title: DIRECTOR

  
	
   

  	
   

  	
   

  
	
   

  	
  by

  	
   

  
	
   

  	
   

  	
  /s/ Karim
  Blasetti

  	
   

  
	
   

  	
   

  	
    Name: KARIM BLASETTI

  
	
   

  	
   

  	
    Title: ASSOCIATE

  



 


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  GSO SPECIAL SITUATIONS FUND

  LP, as a Lender,

  
	
   

  	
   

  	
   

  
	
   

  	
  BY GSO Capital Partners LP

  
	
   

  	
   

  
	
   

  	
  by

  	
   

  
	
   

  	
   

  	
  /s/ George
  Fan

  	
   

  
	
   

  	
   

  	
    Name: GEORGE FAN

  
	
   

  	
   

  	
    Title: Managing Director

  



 


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  NORTHWOODS CAPITAL IV,

  LIMITED, as a Lender,

  
	
   

  	
   

  
	
   

  	
  By: Angelo,
  Gordon & Co., L.P., as

  Collateral Manager,

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  
	
   

  	
   

  	
  /s/ Bruce
  Martin

  	
   

  
	
   

  	
   

  	
    Name: BRUCE MARTIN

  
	
   

  	
   

  	
    Title: MANAGING DIRECTOR

  
	
   

  	
   

  	
   

  
	
   

  	
  NORTHWOODS CAPITAL V,

  LIMITED, as a Lender,

  
	
   

  	
   

  
	
   

  	
  By: Angelo, Gordon & Co., L.P., as

  Collateral Manager,

  
	
   

  	
   

  
	
   

  	
  by

  	
   

  
	
   

  	
   

  	
  /s/ Bruce
  Martin

  	
   

  
	
   

  	
   

  	
    Name: BRUCE MARTIN

  
	
   

  	
   

  	
    Title: MANAGING DIRECTOR

  
	
   

  	
   

  	
   

  
	
   

  	
  NORTHWOODS CAPITAL VI,

  LIMITED, as a Lender,

  
	
   

  	
   

  
	
   

  	
  By: Angelo, Gordon & Co., L.P., as

  Collateral Manager,

  
	
   

  	
   

  
	
   

  	
  by

  	
   

  
	
   

  	
   

  	
  /s/ Bruce
  Martin

  	
   

  
	
   

  	
   

  	
    Name: BRUCE MARTIN

  
	
   

  	
   

  	
    Title: MANAGING DIRECTOR

  



 


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