**Exhibit4.23**

 

**THIRDAMENDMENTtoSECOND AMENDED AND RESTATED CREDIT AGREEMENT**

 

This THIRD AMENDMENT TO SECONDAMENDED AND RESTATED CREDIT AGREEMENT (the “Amendment”), dated as of the30th day of March, 2005, 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 (as hereinafter defined).

 

RECITALS

 

WHEREAS,the Borrowers, the Credit Parties, Agent and Lenders have entered into thatcertain Second Amended and Restated Credit Agreement dated as of November 22,2004 (as further amended, supplemented, restated or otherwise modified fromtime to time, the “Credit Agreement” ); and

 

WHEREAS,the Borrowers have requested that Requisite Lenders amend certain provisions ofthe Credit Agreement to, among other things, amend and restate certain FinancialCovenants;

 

NOWTHEREFORE, in consideration of the mutual execution hereof and other good andvaluable consideration, the parties hereto agree as follows:

 

### 1.             Amendmentand Restatement of Section 5.13. Section 5.13 of the Credit Agreement is hereby amended and restated inits entirety to read as follows:

###  

“Unless the Second LienLoan Obligations are prepaid in accordance with Section 6.3(b)(vi), nolater than February 28, 2006 the Second Lien Loan Obligations shall berefinanced or the terms and provisions of the Second Lien Loan Documents shallbe amended, in each case on terms and conditions satisfactory to Agent in itssole discretion, so that the Indebtedness refinancing the Second Lien LoanObligations or the Indebtedness evidenced by the amended Second Lien LoanDocuments, as the case may be, matures no earlier than 90 days after the fifthanniversary of the Closing Date, does not have the effect of increasing ordecreasing the principal amount thereof and that is otherwise on terms andconditions no less favorable to Agent or any Lender than the terms of theexisting Second Lien Loan Documents and Intercreditor Agreement.”

 

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### 2.             Amendmentand Restated of Section 6.3(b)(vi). Section 6.3(b)(vi) of the Credit Agreement is hereby amended andrestated in its entirety to read as follows:

###  

### “(vi)  payment in full of the Second Lien LoanObligations, as long as at the time of such payment in full (a) no Event ofDefault has occurred and is continuing, (b) Borrowing Availability shall not beless than $40,000,000 (with all trade payables being paid current other thanthose being contested in the ordinary course of business), at any time duringthe 90 day period immediately prior to such prepayment, and (c) Borrowers shalldeliver to Agent projections evidencing that Borrowing Availability shall notbe less than $20,000,000 (with all trade payables being paid current) at anytime during the****one-year periodimmediately after giving effect to such prepayment; provided, however,that condition (b) may be satisfied if on the day with the least amount ofBorrowing Availability during such 90 day period prior to such payment in full,(x) Borrowing Availability on such day, plus (y) without duplication, net cashproceeds arising out of the sale of any of Holdings’ Subsidiaries (with theprior written consent of Agent) occurring after the Closing Date and prior to February28, 2006 exceeds $40,000,000 (for the avoidance of doubt, BorrowingAvailability for this measurement will be considered on a pro forma basis netof any assets sold in such Subsidiary sales).”

###  

### 3.             Amendmentand Restatement of Sections (ii), (iii) and (iv) of Clause (a) of Annex G.  Sections (ii), (iii) and (iv) of Clause (a)of Annex G of the Credit Agreement are hereby amended and restated in theirentirety to read as set forth below:

 

“(ii) Minimum Fixed ChargeCoverage Ratio.  Holdings and itsSubsidiaries shall have on a consolidated basis at the end of each FiscalQuarter, a Fixed Charge Coverage Ratio for the 12-month period then ended ofnot less than the following:

 

1.10for the Fiscal Quarter ending December 31, 2003;

1.10for the Fiscal Quarter ending March 31, 2004;

1.05for the Fiscal Quarter ending June 30, 2004;

1.00for the Fiscal Quarter ending September 30, 2004;

0.90for the Fiscal Quarter ending December 31, 2004;

0.85for the Fiscal Quarter ending March 31, 2005;

0.90 forthe Fiscal Quarter ending June 30, 2004;

0.95 forthe Fiscal Quarter ending September 30, 2005;

1.00 forthe Fiscal Quarter ending December 31, 2005;

1.05for the Fiscal Quarter ending March 31, 2006; and

1.10for each Fiscal Quarter ending thereafter.

 

(iii)          Minimum EBITDA.  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, Holdings and itsSubsidiaries on a consolidated basis shall have, at the end of each FiscalQuarter set forth below, EBITDA for the 12-month period then ended of not lessthan the following:

 

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| **Period**                                                                             | ** ** | **EBITDA** | ** ** |
|----------------------------------------------------------------------------------------|------------|------------|------------|
|                                                                                   |       |       |       |
| Fiscal Quarter  ending December 31, 2003                                               |       | $          | 48,000,000 |   |
| Fiscal Quarter  ending March 31, 2004                                                  |       | $          | 46,500,000 |   |
| Fiscal Quarter  ending June 30, 2004                                                   |       | $          | 47,600,000 |   |
| Fiscal Quarter  ending September 30, 2004                                              |       | $          | 47,000,000 |   |
| Fiscal Quarter  ending December 31, 2004                                               |       | $          | 41,500,000 |   |
| Fiscal Quarter  ending March 31, 2005                                                  |       | $          | 39,000,000 |   |
| Fiscal Quarter  ending June 30, 2005                                                   |       | $          | 39,000,000 |   |
| Fiscal Quarter  ending September 30, 2005                                              |       | $          | 42,000,000 |   |
| Fiscal Quarter  ending December 31, 2005                                               |       | $          | 47,000,000 |   |
| Fiscal Quarter  ending March 31, 2006                                                  |       | $          | 49,000,000 |   |
| Fiscal Quarter  ending June 30, 2006                                                   |       | $          | 57,600,000 |   |
| Fiscal Quarter  ending September 30, 2006                                              |       | $          | 59,760,000 |   |
| Fiscal Quarter  ending December 31, 2006                                               |       | $          | 61,070,000 |   |
| Fiscal Quarter  ending March 31, 2007                                                  |       | $          | 60,175,000 |   |
| Fiscal Quarter  ending June 30, 2007                                                   |       | $          | 60,650,000 |   |
| Fiscal Quarter  ending September 30, 2007                                              |       | $          | 61,125,000 |   |
| Fiscal Quarter  ending December 31, 2007                                               |       | $          | 61,600,000 |   |
| Fiscal Quarter  ending March 31, 2008                                                  |       | $          | 62,075,000 |   |
| Fiscal Quarter  ending June 30, 2008                                                   |       | $          | 62,550,000 |   |
| Fiscal Quarter  ending September 30, 2008                                              |       | $          | 63,025,000 |   |
| Fiscal Quarter  ending December 31, 2008 and for each Fiscal Quarter ending thereafter |       | $          | 63,500,000 |   |

 

(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 of not more than the following:

 

5.00for the Fiscal Quarter ending December 31, 2003;

5.00for the Fiscal Quarter ending March 31, 2004;

5.00for the Fiscal Quarter ending June 30, 2004;

5.50for the Fiscal Quarter ending September 30, 2004;

6.15for the Fiscal Quarter ending December 31, 2004;

6.70for the Fiscal Quarter ending March 31, 2005;

6.60 forthe Fiscal Quarter ending June 30, 2005;

6.00 forthe Fiscal Quarter ending September 30, 2005;

5.15for the Fiscal Quarter ending December 31, 2005;

5.00for the Fiscal Quarter ending March 31, 2006; and

4.00 foreach Fiscal Quarter ending thereafter.”

 

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

 

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#### (a)           the execution, delivery andperformance by the Credit Parties of this Amendment have been duly authorizedby all necessary corporate action required on its part and this Amendment is alegal, valid and binding obligation of the Credit Parties enforceable againstthe Credit Parties in accordance with its terms except as the enforcementthereof 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 whetherenforcement is sought in a proceeding in equity or at law); and

####  

#### (b)           after giving effect to thisAmendment, each of the representations and warranties contained in the CreditAgreement is true and correct in all material respects on and as of the datehereof as if made on the date hereof, except to the extent that suchrepresentations and warranties expressly relate to an earlier date.

####  

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

###  

#### (a)           execution and delivery of thisAmendment by the Requisite Lenders and the Credit Parties; and

####  

#### (b)           the Agent shall have received, forthe ratable benefit of the Lenders, payment of an amendment fee in an amountequal to $40,000 (which shall be fully earned and payable as of the datehereof); and

####  

#### (c)           the Agent shall have received a copyof a fully executed and delivered amendment, in form and substance reasonablysatisfactory to Agent (including, without limitation, that the (i) maturity ofthe obligations under the SCIL Agreement be extended to at least April 30, 2006,and (ii) Maximum Leverage Ratio (as defined in the SCIL Agreement) be 0.50greater than the maximum Leverage Ratio permitted under the Credit Agreementfor each fiscal quarter), to that certain Second Lien Credit Agreement, datedas of July 29, 2004 (the “SCIL Agreement”), by and among the Borrowers,Credit Suisse First Boston and the other Persons signatory thereto; and

####  

#### (d)           payment in full of all fees, costsand expenses, including the reasonable fees, costs and expenses of counsel orother advisors for advice, assistance, or other representation in connectionwith this Amendment, as provided in Section 11.3(a) of the CreditAgreement.

####  

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

###  

#### (a)           The Credit Agreement and the otherLoan Documents shall remain in full force and effect, as amended hereby, andare hereby ratified and confirmed.

####  

#### (b)           The execution, delivery andeffectiveness of this Amendment shall not operate as a waiver of any right,power or remedy of Agent or any Lender under the Credit Agreement or any LoanDocument, nor constitute a waiver or amendment of any provision of the CreditAgreement or any Loan Document, except as specifically set forth herein.  Upon the effectiveness of this Amendment,each reference in the Credit Agreement to “this

 

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#### Credit Agreement,” “hereunder,”  “hereof,” “herein” or words of similar importshall mean and be a reference to the Credit Agreement as amended hereby.

####  

### 7.             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.

###  

### 8.             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.

###  

### 9.             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.

###  

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

###  

[Signature pages follow]

 

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INWITNESS WHEREOF, the parties hereto have executed and delivered this Amendmentas of the date first written above.

 
|       |       | LENDER:                                                       |
|------------|------------|---------------------------------------------------------------|
|       |       |                                                          |
| ** ** | ** ** | **GENERAL ELECTRIC CAPITAL  CORPORATION,**as Agent and Lender |
| ** ** | ** ** |
|       |       |
|       |       |                                                          |
|       |       | By:                                                           | /s/ Dennis W. Cloud |   |
|       |       | Duly  Authorized Signatory                                    |
|       |       |                                                          |
|       |       |                                                          |
|       |       | CREDIT PARTIES:                                               |
|       |       |                                                          |
| ** ** | ** ** | **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 |   |
|            |            |                                                               |  |  |  |  |  |  |

 

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| ** ** | ** ** | **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 |   |
| ** ** | ** ** | ** **                         |
| ** ** | ** ** | ** **                         |
| ** ** | ** ** | **THERMAL ARC, INC.**              |
| ** ** | ** ** | ** **                         |
|       |       |                               |
|       |       | 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 |   |
| ** ** | ** ** | ** **                         |
| ** ** | ** ** | ** **                         |
| ** ** | ** ** | **PROTIP CORPORATION**             |
| ** ** | ** ** | ** **                         |
|       |       |                               |
|       |       | By:                                | /s/ Patricia S.  Williams |   |
|       |       | Name:                              | Patricia S. Williams |   |
|       |       | Title:                             | Vice President  Secretary and General Counsel |   |
|            |            |                                    |  |  |  |  |  |  |  |  |  |

 

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| ** ** | ** ** | **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 |   |
| ** ** | ** ** | ** **                           |
| ** ** | ** ** | ** **                           |
| ** ** | ** ** | **THERMADYNE  AUSTRALIA PTY LTD.**   |
|       |       |                                 |
|       |       | By:                                  | /s/ Patricia S.  Williams |   |
|       |       | Name:                                | Patricia S. Williams |   |
|       |       | Title:                               | Vice President  Secretary and General Counsel |   |
| ** ** | ** ** | ** **                           |
| ** ** | ** ** | ** **                           |
| ** ** | ** ** | **DUXTECH  PTY LTD.**                |
|       |       |                                 |
|       |       | 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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| ** ** | ** ** | **QUETALA  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 |   |
| ** ** | ** ** | ** **                                       |
| ** ** | ** ** | ** **                                       |
| ** ** | ** ** | **THERMADYNE  WELDING PRODUCTS  CANADA LIMITED** |
| ** ** | ** ** | ** **                                       |
|       |       |                                             |
|       |       | By:                                              | /s/ Patricia S.  Williams |   |
|       |       | Name:                                            | Patricia S. Williams |   |
|       |       | Title:                                           | Vice President  Secretary and General Counsel |   |
| ** ** | ** ** | ** **                                       |
| ** ** | ** ** | ** **                                       |
| ** ** | ** ** | **THERMADYNE  INDUSTRIES LIMITED**               |
| ** ** | ** ** | ** **                                       |
|       |       |                                             |
|       |       | By:                                              | /s/ Patricia S.  Williams |   |
|       |       | Name:                                            | Patricia S. Williams |   |
|       |       | Title:                                           | Vice President  Secretary and General Counsel |   |
|            |            |                                                  |  |  |  |  |  |  |

 

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