**Exhibit 4.24**

 

EXECUTION COPY

 

AMENDMENT NO. 5 (this “***Amendment***”)dated as of March 30, 2005, to the Second Lien Credit Agreement dated as ofJuly 29, 2004, among THERMADYNE INDUSTRIES, INC., a Delaware corporation (“***Industries***”), THERMAL DYNAMICSCORPORATION, 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 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 andCREDIT SUISSE FIRST BOSTON, as administrative agent (in such capacity, the “***Administrative Agent***”) andcollateral 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, byAmendment No. 3 and Consent dated as of January 3, 2005 and by Amendment No. 4dated as of March 16, 2005, and as further amended, supplemented or modified,the “***Credit Agreement***”).

 

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

 

B.            TheBorrowers have requested certain amendments to the Credit Agreement as setforth herein.

 

C.            Capitalizedterms used but not defined herein shall have the meanings assigned to them inthe Credit Agreement.

 

Accordingly, in consideration of the mutualagreements herein contained and other good and valuable consideration, thesufficiency and receipt of which are hereby acknowledged, the parties heretoagree as follows:

 

# **SECTION 1. *****Amendments***.  (a) The definition of the term “Maturity Date” set forth in Section 1.01of the Credit Agreement is hereby amended and restated in its entirety to readas follows:

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# ““***MaturityDate***” shall mean April 30, 2006.”.

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## (b)           The table appearing in Section 6.10 (*Maximum Leverage Ratio*) of the Credit Agreement is herebyamended and restated in its entirety to read as follows:

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| **Date or Period**                         | ** ** | **Ratio**    |
|--------------------------------------------|------------|--------------|
| Closing Date through  September 30, 2004   |       | 6.00 to 1.00 |
| October 1, 2004 through  December 31, 2004 |       | 6.15 to 1.00 |
| January 1, 2005 through  March 31, 2005    |       | 7.20 to 1.00 |
| April 1, 2005 through  June 30, 2005       |       | 7.10 to 1.00 |
| July 1, 2005 through  September 30, 2005   |       | 6.50 to 1.00 |
| October 1, 2005 through  December 31, 2005 |       | 5.65 to 1.00 |
| January 1, 2006 through  March 31, 2006    |       | 5.50 to 1.00 |
| April 1, 2006 through  June 30, 2006       |       | 4.50 to 1.00 |

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# **SECTION 2.  *Representationsand Warranties.*** To induce the other parties heretoto enter into this Amendment, the Credit Parties represent and warrant to eachof the Lenders, the Administrative Agent and the Collateral Agent, that, aftergiving effect to this Amendment, (a) the representations and warrantiesset forth in Article III of the Credit Agreement are true and correct inall material respects on and as of the date hereof, except to the extent suchrepresentations and warranties expressly relate to an earlier date, and(b) no Default or Event of Default has occurred and is continuing.

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# **SECTION 3. *****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, when taken together,bear the signatures of the Credit Parties and the Required Lenders;

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## (b)           an amendment fee in an amount equal to $50,000; and

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## (c)           a copy of a fully executed and delivered amendment, inform and substance reasonably satisfactory to the Administrative Agent, to theFirst Lien Credit Agreement.

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# **SECTION 4. *****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 differentcircumstances.  This Amendment shallapply and be effective only with respect to the provisions of the CreditAgreement specifically referred to herein. After the date hereof, any reference to the Credit Agreement shall meanthe Credit Agreement, as modified hereby. This Amendment shall constitute a “Loan Document” for all purposes ofthe Credit Agreement and the other Loan Documents.

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# **SECTION 5. *****Counterparts****.*  This Amendment may be executed in any numberof counterparts and by different parties hereto in separate counterparts, eachof which when so

 

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# executed and delivered shall be deemed anoriginal, but all such counterparts together shall constitute but one and thesame contract.  Delivery of an executedcounterpart of a signature page of this Amendment by facsimile transmissionshall be as effective as delivery of a manually executed counterpart hereof.

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# **SECTION 6. *****Applicable Law.***** THIS AMENDMENT SHALL BE GOVERNED BY, ANDCONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

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# **SECTION 7. *****Headings.******* The headings of this Amendment are forpurposes of reference only and shall not limit or otherwise affect the meaninghereof.

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# **SECTION 8. *****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.

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# **SECTION 9. *****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 of the parties hereto hascaused this Amendment to be executed and delivered by its duly authorized officeras 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 |
|        |        |                                   |  |  |  |

 

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|   |   | CIGWELD 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 |
|   |   |                           |
|   |   | 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/ Patricia S. Williams |   |
|   |   |                           | Name: Patricia S. Williams |
|   |   |                           | Title: Vice President Secretary and General  Counsel |
|        |        |                                |  |  |  |

 

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|   |   | 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/ Phillip Ho |   |
|   |   |                                                                                                                                    | Name: Phillip Ho |
|   |   |                                                                                                                                    | Title: Director |
|   |   |                                                                                                                                    |
|   |   | by                                                                                                                                      | /s/ Rianka Mohan |   |
|   |   |                                                                                                                                    | Name: Rianka Mohan |
|   |   |                                                                                                                                    | Title: Associate |
|   |   |                                                                                                                                    |
|   |   |                                                                                                                                    |
|   |   | CSFB CREDIT OPPORTUNITIES FUND  (EMPLOYEE), LP,  CSFB CREDIT OPPORTUNITIES FUND  (HELIOS), LP,                                          |
|   |   |                                                                                                                                    |
|   |   | by                                                                                                                                      | /s/ J. Albert Smith |   |
|   |   |                                                                                                                                    | Name: J. Albert Smith |
|   |   |                                                                                                                                    | Title: Managing Director |
|        |        |                                                                                                                                         |  |  |  |

 

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