Exhibit 4.3


 


FIFTH AMENDMENT


to


SECOND AMENDED AND RESTATED CREDIT
AGREEMENT


 


This
FIFTH AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT (the “Amendment”),
dated as of July 1, 2005, by and 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 collectively with ProTip,
Thermal Arc, Stoody, C & G, Victor, Tweco, Dynamics and Industries,
the “Borrowers”), the other persons designated as Credit Parties on the
signature pages hereof, GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware
corporation (“Agent”) and the Persons signatory thereto from time to
time as Lenders.  Unless otherwise
specified herein, capitalized terms used in this Amendment shall have the
meanings ascribed to them in Annex A to the Credit Agreement (as
hereinafter defined).


 


RECITALS


 


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


 


WHEREAS, the Borrowers and Agent have agreed to
certain amendments as set forth herein;


 


NOW THEREFORE, in consideration of the mutual
execution hereof and other good and valuable consideration, the parties hereto
agree as follows:


 


1.             Amendment
to Section 6.17.  Section 6.17
of the Credit Agreement is hereby amended and restated in its entirety to read
as follows:


 


“6.17  Real
Estate Purchases.  No Credit Party
shall purchase a fee simple ownership interest in Real Estate with an aggregate
purchase price in excess of $500,000 (except for the purchase of that certain
residential property located at 1056 Greystone Manor Parkway, Chesterfield,
Missouri 63005, for up to $810,000 by Holdings; provided, however, that such
property is sold by August 31, 2005 for the same purchase price paid by Holdings).”


 


2.             Supplement to Schedule 3.8.  Schedule 3.8 of the Credit Agreement is
hereby supplemented to add the information as provided on Schedule 3.8
attached hereto.


 





















 


3.             Representations
and Warranties of Credit Parties. 
The Credit Parties represent and warrant that:


 


(a)           the
execution, delivery and performance by the Credit Parties of this Amendment
have been duly authorized by all necessary corporate action required on its
part and this Amendment is a legal, valid and binding obligation of the Credit
Parties enforceable against the Credit Parties in accordance with its terms
except as the enforcement thereof 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 whether enforcement is sought in a proceeding in equity
or at law); and


 


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


 


4.             Conditions
To Effectiveness. 
This Amendment shall be effective upon the following (all in form and
substance satisfactory to Agent):


 


(a)           execution and delivery
of this Amendment by the Requisite Lenders and the Credit Parties; and


 


(b)           the
Agent shall have received a copy of a fully executed and delivered amendment,
in form and substance reasonably satisfactory to Agent, to that certain Second
Lien Credit Agreement, dated as of July 29, 2004 (the “SCIL Agreement”),
by and among the Borrowers, Credit Suisse First Boston and the other Persons
signatory thereto; and


 


(c)           payment in full of all fees, costs and expenses, including
the reasonable fees, costs and expenses of counsel or other advisors for
advice, assistance, or other representation in connection with this Amendment,
as provided in Section 11.3(a) of the Credit Agreement.


 


5.             Reference
To And Effect Upon The Credit Agreement.


 


(a)           The
Credit Agreement and the other Loan Documents shall remain in full force and
effect, as amended hereby, and are hereby ratified and confirmed.


 


(b)           The
execution, delivery and effectiveness 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 Loan Document, nor constitute a waiver or amendment of any
provision of the Credit Agreement or any Loan Document, except as specifically
set forth herein.  Upon the effectiveness
of this Amendment, each reference in the Credit Agreement to “this Credit
Agreement,” “hereunder,”  “hereof,” “herein”
or words of similar import shall mean and be a reference to the Credit
Agreement as amended hereby.


 


2





















 


6.             Governing
Law.  THIS AMENDMENT SHALL BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS (AS OPPOSED TO
CONFLICTS OF LAWS PROVISIONS) OF THE STATE OF NEW YORK.


 


7.             Headings.  Section headings in this Amendment are
included herein for convenience of reference only and shall not constitute a
part of this Amendment for any other purposes.


 


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


 


9.             Reaffirmation
of Guaranties.  The Credit Parties signatory hereto hereby reaffirm their Guaranties of the
Obligations, taking into account the provisions of this Amendment.


 


[Signature pages follow]


 


3





















 


IN WITNESS
WHEREOF, the parties hereto have executed and delivered this Amendment as 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:

  	
   VP, Secretary & General Counsel

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  THERMAL
  DYNAMICS CORPORATION

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ Patricia S. Williams

  	
   

  
	
   

  	
  Name:

  	
   

  	
  Patricia S. Williams

  	
   

  
	
   

  	
  Title:

  	
   VP, Secretary & General Counsel

  	
   

  
	
   

  	
   

  
	
   

  	
  TWECO
  PRODUCTS, INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ Patricia S. Williams

  	
   

  
	
   

  	
  Name:

  	
   

  	
  Patricia S. Williams

  	
   

  
	
   

  	
  Title:

  	
   VP, Secretary & General Counsel

  	
   

  
	
   

  	
   

  
	
   

  	
  VICTOR
  EQUIPMENT COMPANY

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ Patricia S. Williams

  	
   

  
	
   

  	
  Name:

  	
   

  	
  Patricia S. Williams

  	
   

  
	
   

  	
  Title:

  	
   VP, Secretary & General Counsel

  	
   

  
	
   

  	
   

  
	
   

  	
  C &
  G SYSTEMS, INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ Patricia S. Williams

  	
   

  
	
   

  	
  Name:

  	
   

  	
  Patricia S. Williams

  	
   

  
	
   

  	
  Title:

  	
   VP, Secretary & General Counsel

  	
   

  
									



 





















 


	
   

  	
  STOODY
  COMPANY

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ Patricia S. Williams

  	
   

  
	
   

  	
  Name:

  	
   

  	
  Patricia S. Williams

  	
   

  
	
   

  	
  Title:

  	
   VP, Secretary & General Counsel

  	
   

  
	
   

  	
   

  
	
   

  	
  THERMAL
  ARC, INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ Patricia S. Williams

  	
   

  
	
   

  	
  Name:

  	
   

  	
  Patricia S. Williams

  	
   

  
	
   

  	
  Title:

  	
   VP, Secretary & General Counsel

  	
   

  
	
   

  	
   

  
	
   

  	
  THERMADYNE
  INTERNATIONAL CORP.

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ Patricia S. Williams

  	
   

  
	
   

  	
  Name:

  	
   

  	
  Patricia S. Williams

  	
   

  
	
   

  	
  Title:

  	
   VP, Secretary & General Counsel

  	
   

  
	
   

  	
   

  
	
   

  	
  PROTIP
  CORPORATION

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ Patricia S. Williams

  	
   

  
	
   

  	
  Name:

  	
   

  	
  Patricia S. Williams

  	
   

  
	
   

  	
  Title:

  	
   VP, Secretary & General Counsel

  	
   

  
	
   

  	
   

  
	
   

  	
  THERMADYNE
  HOLDINGS CORPORATION

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ Patricia S. Williams

  	
   

  
	
   

  	
  Name:

  	
   

  	
  Patricia S. Williams

  	
   

  
	
   

  	
  Title:

  	
   VP, Secretary & General Counsel

  	
   

  
	
   

  	
   

  
	
   

  	
  MECO
  HOLDING COMPANY

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ Patricia S. Williams

  	
   

  
	
   

  	
  Name:

  	
   

  	
  Patricia S. Williams

  	
   

  
	
   

  	
  Title:

  	
   VP, Secretary & General Counsel

  	
   

  
	
   

  	
   

  
	
   

  	
  C&G
  SYSTEMS HOLDING, INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ Patricia S. Williams

  	
   

  
	
   

  	
  Name:

  	
   

  	
  Patricia S. Williams

  	
   

  
	
   

  	
  Title:

  	
   VP, Secretary & General Counsel

  	
   

  
								



 





















 


	
   

  	
  THERMADYNE
  AUSTRALIA PTY LTD.

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ Patricia S. Williams

  	
   

  
	
   

  	
  Name:

  	
   

  	
  Patricia S. Williams

  	
   

  
	
   

  	
  Title:

  	
   VP, Secretary & General Counsel

  	
   

  
	
   

  	
   

  
	
   

  	
  DUXTECH
  PTY LTD.

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ Patricia S. Williams

  	
   

  
	
   

  	
  Name:

  	
   

  	
  Patricia S. Williams

  	
   

  
	
   

  	
  Title:

  	
   VP, Secretary & General Counsel

  	
   

  
	
   

  	
   

  
	
   

  	
  CIGWELD
  PTY LTD.

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ Patricia S. Williams

  	
   

  
	
   

  	
  Name:

  	
   

  	
  Patricia S. Williams

  	
   

  
	
   

  	
  Title:

  	
   VP, Secretary & General Counsel

  	
   

  
	
   

  	
   

  
	
   

  	
  QUETALA
  PTY. LTD.

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ Patricia S. Williams

  	
   

  
	
   

  	
  Name:

  	
   

  	
  Patricia S. Williams

  	
   

  
	
   

  	
  Title:

  	
   VP, Secretary & General Counsel

  	
   

  
	
   

  	
   

  
	
   

  	
  QUETACK
  PTY. LTD.

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ Patricia S. Williams

  	
   

  
	
   

  	
  Name:

  	
   

  	
  Patricia S. Williams

  	
   

  
	
   

  	
  Title:

  	
   VP, Secretary & General Counsel

  	
   

  
	
   

  	
   

  
	
   

  	
  THERMADYNE
  WELDING PRODUCTS

  CANADA LIMITED

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ Patricia S. Williams

  	
   

  
	
   

  	
  Name:

  	
   

  	
  Patricia S. Williams

  	
   

  
	
   

  	
  Title:

  	
   VP, Secretary & General Counsel

  	
   

  
	
   

  	
   

  
	
   

  	
  THERMADYNE
  INDUSTRIES LIMITED

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ Patricia S. Williams

  	
   

  
	
   

  	
  Name:

  	
   

  	
  Patricia S. Williams

  	
   

  
	
   

  	
  Title:

  	
   VP, Secretary & General Counsel

  	
   

  
								



 





















 


SCHEDULE 3.8


 


SUPPLEMENT TO SCHEDULE 3.8


to


CREDIT AGREEMENT


 


	
  Legal
  Name

  	
   

  	
  Jurisdiction of

  Organization

  	
   

  	
  # of Authorized

  Shares by Class

  	
   

  	
  # of

  Outstanding

  Shares by

  Class

  	
   

  	
  % Ownership of Outstanding

  Shares

  
	
  Ningbo
  Thermadyne Cutting & Welding Equipment Manufacturing Company, LTD

  	
   

  	
  People’s Republic of
  China

  	
   

  	
  n/a

  	
   

  	
  n/a

  	
   

  	
  100% by Thermadyne
  Holdings Corporation