**Exhibit4.20**

 

EXECUTION COPY

 

AMENDMENT NO. 3 AND CONSENT (this “***Amendment***”) dated as of January 3,2005, to the Second Lien Credit Agreement dated as of July 29, 2004, amongTHERMADYNE 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., aDelaware corporation (“***Thermal Arc***”),PROTIP CORPORATION, a Missouri corporation (“***ProTip***”),and THERMADYNE INTERNATIONAL CORP., a Delaware corporation (“***International***” and, together withProTip, Thermal Arc, Stoody, C & G, Victor, Tweco, Dynamics and Industries,the “***Borrowers***”), the Guarantors partythereto, the Lenders from time to time party thereto and CREDIT SUISSE FIRSTBOSTON, as administrative agent (in such capacity, the “***AdministrativeAgent***”) and collateral agent (in such capacity, the “***Collateral Agent***”) (as amended byAmendment No. 1 and Agreement effective as of September 30, 2004 and byAmendment No. 2 and Joinder Agreement dated as of November 22, 2004, andas further amended, supplemented or modified, the “***CreditAgreement***”).

 

A.                                   Pursuant to the Credit Agreement, the Lendershave extended credit to the Borrowers.

 

B.                                     The Borrowers have informed theAdministrative Agent that they intend to make a one time investment in anaggregate amount not to exceed $2,000,000 in a Chinese Co-Operative JointVenture Enterprise with Ningbo Longxing Group Corporation Limited known inEnglish as “Ningbo Fulida Gas Equipment Co., Ltd” (the “***ChineseJoint Venture***”).

 

C.                                     The Borrowers have requested that theAdministrative Agent consent to the investment in the Chinese Joint Venture.  The Borrowers have further requested that theRequired Lenders make certain other amendments to the Credit Agreement as setforth herein.

 

D.                                    Capitalized terms used but not defined hereinshall have the meanings assigned to them in the Credit Agreement.

 

Accordingly, inconsideration of the mutual agreements herein contained and other good andvaluable consideration, the sufficiency and receipt of which are herebyacknowledged, the parties hereto agree as follows:

 

# **SECTION 1.  *Consent.***  Pursuantto 6.02(n) of the Credit Agreement, the Administrative Agent hereby consents tothe investment in the Chinese Joint Venture on substantially the termsdescribed above.

 

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# **SECTION 2. *****Amendment***.  Section 6.08 of the Credit Agreement ishereby amended by (i) amending andrestating clause (f) thereof in its entirety to read as follows: “(f) the saleor other disposition of other Equipment and Fixtures having a book value notexceeding $250,000 in the aggregate in any Fiscal Year and $500,000 in theaggregate; and”; (ii) amending and restating clause (g) thereof in its entiretyto read as follows: “(g) as permitted in Section 6.02(k).”; and (iii) deletingclause (h) thereof in its entirety.

#  

# **SECTION 3. *****Representationsand Warranties.******* To induce theother parties hereto to enter into this Amendment, the Credit Parties representand warrant to each of the Lenders, the Administrative Agent and the CollateralAgent, that, after giving effect to this Amendment, (a) therepresentations and warranties set forth in Article III of the CreditAgreement are true and correct in all material respects on and as of the datehereof, except to the extent such representations and warranties expresslyrelate to an earlier date, and (b) no Default or Event of Default hasoccurred and is continuing.

#  

# **SECTION 4. *****Effectiveness.******* This Amendment shall become effective as ofthe date set forth above on the date that the Administrative Agent (or itscounsel) shall have received:

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## (a)                                  counterparts of this Amendment that, whentaken together, bear the signatures of the Credit Parties and the RequiredLenders;

##  

## (b)                                 a consent fee in an amount equal to $5,000;and

##  

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

##  

# **SECTION 5. *****Effect ofAmendment.******* Except asexpressly set forth herein, this Amendment shall not by implication orotherwise limit, impair, constitute a waiver of, or otherwise affect the rightsand remedies of the Lenders, the Administrative Agent or the Collateral Agentunder 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 LoanDocument, all of which are ratified and affirmed in all respects and shallcontinue in full force and effect. Nothing herein shall be deemed to entitle any Credit Party to a consentto, or a waiver, amendment, modification or other change of, any of the terms,conditions, obligations, covenants or agreements contained in the CreditAgreement or any other Loan Document in similar or different circumstances.  This Amendment shall apply and be effectiveonly with respect to the provisions of the Credit Agreement specificallyreferred to herein.  After the datehereof, any reference to the Credit Agreement shall mean the Credit Agreement,as modified hereby.  This Amendment shallconstitute a “Loan Document” for all purposes of the Credit Agreement and theother Loan Documents.

#  

# **SECTION 6. *****Counterparts****.*  This Amendment may be executed in any numberof counterparts and by different parties hereto in separate counterparts, eachof which when so executed and delivered shall be deemed an original, but allsuch counterparts together shall

 

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# constitute but one andthe same contract.  Delivery of anexecuted counterpart of a signature page of this Amendment by facsimiletransmission shall be as effective as delivery of a manually executedcounterpart hereof.

#  

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

#  

# **SECTION 8. *****Headings.******* The headings of this Amendment are forpurposes of reference only and shall not limit or otherwise affect the meaninghereof.

#  

# **SECTION 9. *****Expenses.******* The Borrowers agree to reimburse theAdministrative Agent for all out-of-pocket expenses in connection with thisAmendment, 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 acknowledgesreceipt and notice of, and consents to the terms of, this Amendment, andaffirms and confirms its guarantee of the Obligations and, if applicable, thepledge of and/or grant of a security interest in its assets as Collateral tosecure the Obligations, all as provided in the Collateral Documents asoriginally executed, and acknowledges and agrees that such guarantee, pledgeand/or grant of security interest continue in full force and effect in respectof, and to secure, the Obligations under the Credit Agreement, as amendedhereby, and the other Loan Documents.

#  

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

 
|   | **THERMADYNE  INDUSTRIES, INC.**  |                     |
|--------|-----------------------------------|--------------------------|
|   |                              |                     |   |
|   | By:                               | \s\ Patricia S. Williams |   |
|   | Name:                             |                     | Patricia S.  Williams |   |
|   | Title:                            |                     | Vice President  Secretary and General |   |
|   |                              |                     | Counsel |   |
|   |                              |                     |   |
|   | **THERMAL  DYNAMICS CORPORATION** |                     |
|   |                              |                     |   |
|   | By:                               | \s\ Patricia S. Williams |   |
|   | Name:                             |                     | Patricia S.  Williams |   |
|   | Title:                            |                     | Vice President  Secretary and General |   |
|   |                              |                     | Counsel |   |
|   |                              |                     |   |
|   | **TWECO  PRODUCTS, INC.**         |                     |
|   |                              |                     |   |
|   | By:                               | \s\ Patricia S. Williams |   |
|   | Name:                             |                     | Patricia S.  Williams |   |
|   | Title:                            |                     | Vice President  Secretary and General |   |
|   |                              |                     | Counsel |   |
|   |                              |                     |   |
|   | **VICTOR  EQUIPMENT COMPANY**     |                     |
|   |                              |                     |   |
|   | By:                               | \s\ Patricia S. Williams |   |
|   | Name:                             |                     | Patricia S.  Williams |   |
|   | Title:                            |                     | Vice President  Secretary and General |   |
|   |                              |                     | Counsel |   |
|   |                              |                     |   |   |
|   | **C &  G SYSTEMS, INC.** |                     |
|   |                              |                     |   |
|   | By:                               | \s\ Patricia S. Williams |   |
|   | Name:                             |                     | Patricia S.  Williams |   |
|   | Title:                            |                     | Vice President  Secretary and General |   |
|   |                              |                     | Counsel |   |
|   |                              |                     |   |
|   | **STOODY  COMPANY**               |                     |
|   |                              |                     |   |
|   | By:                               | \s\ Patricia S. Williams |   |
|   | Name:                             |                     | Patricia S.  Williams |   |
|   | Title:                            |                     | Vice President  Secretary and General |   |
|   |                              |                     | Counsel |   |
|        |                                   |                          |  |  |  |  |  |  |  |  |

 

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|   | **THERMAL  ARC, INC.**               |                     |
|--------|--------------------------------------|--------------------------|
|   |                                 |                     |   |
|   | By:                                  | \s\ Patricia S. Williams |   |
|   | Name:                                |                     | Patricia S.  Williams |   |
|   | Title:                               |                     | Vice President  Secretary and General |   |
|   |                                 |                     | Counsel |   |
|   |                                 |                     |   |
|   | **PROTIP  CORPORATION**              |                     |
|   |                                 |                     |   |
|   | By:                                  | \s\ Patricia S. Williams |   |
|   | Name:                                |                     | Patricia S.  Williams |   |
|   | Title:                               |                     | Vice President  Secretary and General |   |
|   |                                 |                     | Counsel |   |
|   | ** **                           |                     |
|   | **THERMADYNE  INTERNATIONAL CORP.**  |                     |
|   |                                 |                     |   |
|   | By:                                  | \s\ Patricia S. Williams |   |
|   | Name:                                |                     | Patricia S.  Williams |   |
|   | Title:                               |                     | Vice President  Secretary and General |   |
|   |                                 |                     | Counsel |   |
|   |                                 |                     |   |
|   | **THERMADYNE  HOLDINGS CORPORATION** |                     |
|   |                                 |                     |   |
|   | By:                                  | \s\ Patricia S. Williams |   |
|   | Name:                                |                     | Patricia S.  Williams |   |
|   | Title:                               |                     | Vice President  Secretary and General |   |
|   |                                 |                     | Counsel |   |
|   |                                 |                     |   |
|   | **MECO  HOLDING COMPANY**            |                     |
|   |                                 |                     |   |
|   | By:                                  | \s\ Patricia S. Williams |   |
|   | Name:                                |                     | Patricia S.  Williams |   |
|   | Title:                               |                     | Vice President  Secretary and General |   |
|   |                                 |                     | Counsel |   |
|   | ** **                           |                     |
|   | **C&G  SYSTEMS HOLDING, INC.**   |                     |
|   |                                 |                     |   |
|   | By:                                  | \s\ Patricia S. Williams |   |
|   | Name:                                |                     | Patricia S.  Williams |   |
|   | Title:                               |                     | Vice President  Secretary and General |   |
|   |                                 |                     | Counsel |   |
|   | ** **                           |                     |
|   | **CIGWELD  PTY LTD.**                |                     |
|   |                                 |                     |   |
|   | By:                                  | \s\ Patricia S. Williams |   |
|   | Name:                                |                     | Patricia S.  Williams |   |
|   | Title:                               |                     | Vice President  Secretary and General |   |
|   |                                 |                     | Counsel |   |
|        |                                      |                          |  |  |  |  |  |  |  |  |

 

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|   | **DUXTECH  PTY LTD.**                           |                     |
|--------|-------------------------------------------------|--------------------------|
|   |                                            |                     |   |
|   | By:                                             | \s\ Patricia S. Williams |   |
|   | Name:                                           |                     | Patricia S.  Williams |   |
|   | Title:                                          |                     | Vice President  Secretary and General |   |
|   |                                            |                     | Counsel |   |
|   |                                            |                     |   |
|   | **QUETACK  PTY. LTD.**                          |                     |
|   |                                            |                     |   |
|   | By:                                             | \s\ Patricia S. Williams |   |
|   | Name:                                           |                     | Patricia S.  Williams |   |
|   | Title:                                          |                     | Vice President  Secretary and General |   |
|   |                                            |                     | Counsel |   |
|   |                                            |                     |   |
|   | **QUETALA  PTY. LTD.**                          |                     |
|   |                                            |                     |   |
|   | By:                                             | \s\ Patricia S. Williams |   |
|   | Name:                                           |                     | Patricia S.  Williams |   |
|   | Title:                                          |                     | Vice President  Secretary and General |   |
|   |                                            |                     | Counsel |   |
|   |                                            |                     |   |
|   | **THERMADYNE  AUSTRALIA PTY LTD.**              |                     |
|   |                                            |                     |   |
|   | By:                                             | \s\ Patricia S. Williams |   |
|   | Name:                                           |                     | Patricia S.  Williams |   |
|   | Title:                                          |                     | Vice President  Secretary and General |   |
|   |                                            |                     | Counsel |   |
|   | ** **                                      |                     |
|   | **THERMADYNE  INDUSTRIES LIMITED**              |                     |
|   |                                            |                     |   |
|   | By:                                             | \s\ Michael E. Mahoney   |   |
|   | Name:                                           |                     | Michael E.  Mahoney |   |
|   | Title:                                          |                     | Director |   |
|   | ** **                                      |                     |
|   | **THERMADYNE  WELDING PRODUCTS CANADA LIMITED** |                     |
|   |                                            |                     |   |
|   | By:                                             | \s\ Patricia S. Williams |   |
|   | Name:                                           |                     | Patricia S.  Williams |   |
|   | Title:                                          |                     | Vice President  Secretary and General |   |
|   |                                            |                     | Counsel |   |
|        |                                                 |                          |  |  |  |  |  |  |  |  |  |

 

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|   | CREDIT SUISSE FIRST BOSTON, acting  through its Cayman Islands Branch,  individually and as Administrative Agent  and Collateral Agent, |
|--------|-----------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                    |   |   |
|   |                                                                                                                                    | By |   |
|   |                                                                                                                                    |   | \s\ Joseph  Adipietro |   |
|   |                                                                                                                                    |   | Name: Joseph  Adipietro |
|   |                                                                                                                                    |   | Title:  Director |
|   |                                                                                                                                    |   |   |
|   |                                                                                                                                    | By |   |
|   |                                                                                                                                    |   | \s\ Joshua  Parrish |   |
|   |                                                                                                                                    |   | Name: Joshua  Parrish |
|   |                                                                                                                                    |   | Title:  Associate |

 

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|   | SIGNATURE PAGE  TO AMENDMENT NO. 3  AND CONSENT TO THE THERMADYNE  SECOND LIEN CREDIT AGREEMENT DATED  AS OF JULY 29, 2004 |
|--------|---------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                            |   |
|   |                                                                                                                            |
|   | Name of  Financial Institution:                                                                                                 | CSFB Credit  Opportunities Fund (Employee) LP |   |
|   |                                                                                                                            | CSFB Credit  Opportunities Fund (Helios) LP |   |
|   |                                                                                                                            |
|   | by                                                                                                                              |   |
|   |                                                                                                                            |   /s/ Joseph Russell |   |
|   |                                                                                                                            | Name: | Joseph  Russell |
|   |                                                                                                                            | Title: | Managing  Director |
|   |                                                                                                                            |   |
|   | by                                                                                                                              |   |
|   |                                                                                                                            |   |   |
|   | Name:                                                                                                                           |   |
|   | Title:                                                                                                                          |   |
|        |                                                                                                                                 |  |  |  |  |  |  |  |  |

 

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