Exhibit 4.5


 


SIXTH AMENDMENT


to


AMENDED AND RESTATED CREDIT AGREEMENT


 


This
SIXTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (the “Amendment”),
effective as of the 27th day of July, 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 and the Intercreditor Agreement (each as hereinafter
defined).


 


RECITALS


 


WHEREAS, the Borrowers, the Credit Parties, Agent and
Lenders have entered into that certain Amended and Restated Credit Agreement
dated as of February 5, 2004 (as further amended, supplemented, restated
or otherwise modified from time to time, the “Credit Agreement” ); and


 


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


 


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 5.  Section 5 of
the Credit Agreement is hereby amended by adding the following new Section 5.14:


 


“Section 5.14.   If on
any day (the “Shortfall Day”) Borrowing Availability is less than
$10,000,000, Borrower shall deliver to Agent within 15 days after the Shortfall
Day a 13-week availability forecast report (provided, that no more than one
such forecast report shall be required for more than one Shortfall Day during
any period of 30 consecutive days), in form and substance reasonably acceptable
to Agent, for the 13-week period beginning on the Shortfall Day.”


 





















 


2.                                       Amendment
and Restatement of Annex F.  Annex F
of the Credit Agreement is hereby amended and restated in its entirety to read
as provided on Exhibit F 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, for the ratable benefit of the Lenders, payment of
an amendment fee in an amount equal to $5,000, (which shall be fully earned and
payable as of the date hereof); 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.


 


	
   

  	
  LENDERS:

  
	
   

  	
   

  	
   

  
	
   

  	
  GENERAL ELECTRIC
  CAPITAL

  
	
   

  	
  CORPORATION,

  
	
   

  	
  as Agent and
  Lender

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Dennis W. Cloud

  	
   

  
	
   

  	
   

  	
  Duly Authorized Signatory

  	
   

  



 


S-1





















 


	
   

  	
  BORROWERS:

  
	
   

  	
   

  
	
   

  	
  THERMADYNE
  INDUSTRIES, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ David L. Dyckman

  	
   

  
	
   

  	
  Name:

  	
  David L. Dyckman

  	
   

  
	
   

  	
  Title:

  	
    Executive
  Vice President & CFO

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  THERMAL DYNAMICS
  CORPORATION

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ David L. Dyckman

  	
   

  
	
   

  	
  Name:

  	
  David L. Dyckman

  	
   

  
	
   

  	
  Title:

  	
  Executive Vice
  President & CFO

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  TWECO PRODUCTS,
  INC.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ David L. Dyckman

  	
   

  
	
   

  	
  Name:

  	
  David L. Dyckman

  	
   

  
	
   

  	
  Title:

  	
    Executive
  Vice President & CFO

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  VICTOR EQUIPMENT
  COMPANY

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ David L. Dyckman

  	
   

  
	
   

  	
  Name:

  	
  David L. Dyckman

  	
   

  
	
   

  	
  Title:

  	
    Executive
  Vice President & CFO

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  C & G
  SYSTEMS, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ David L. Dyckman

  	
   

  
	
   

  	
  Name:

  	
  David L. Dyckman

  	
   

  
	
   

  	
  Title:

  	
    Executive
  Vice President & CFO

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  STOODY COMPANY

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ David L. Dyckman

  	
   

  
	
   

  	
  Name:

  	
  David L. Dyckman

  	
   

  
	
   

  	
  Title:

  	
    Executive
  Vice President & CFO

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  THERMAL ARC,
  INC.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ David L. Dyckman

  	
   

  
	
   

  	
  Name:

  	
  David L. Dyckman

  	
   

  
	
   

  	
  Title:

  	
    Executive
  Vice President & CFO

  	
   

  
						



 





















 


	
   

  	
  THERMADYNE
  INTERNATIONAL CORP.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ David L. Dyckman

  	
   

  
	
   

  	
  Name:

  	
  David L. Dyckman

  	
   

  
	
   

  	
  Title:

  	
    Executive
  Vice President & CFO

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  PROTIP
  CORPORATION

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ David L. Dyckman

  	
   

  
	
   

  	
  Name:

  	
  David L. Dyckman

  	
   

  
	
   

  	
  Title:

  	
    Executive
  Vice President & CFO

  
						



 





















 


The following Persons are signatories to this
Amendment in their capacity as Credit Parties and not as Borrowers and
acknowledge and agree to the foregoing (including, without limitation, Section 7
hereof) in such capacity.


 


	
   

  	
  THERMADYNE
  HOLDINGS CORPORATION

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ David L. Dyckman

  	
   

  
	
   

  	
  Name:

  	
  David L. Dyckman

  	
   

  
	
   

  	
  Title:

  	
    Executive
  Vice President & CFO

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  THERMADYNE
  RECEIVABLES, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ David L. Dyckman

  	
   

  
	
   

  	
  Name:

  	
  David L. Dyckman

  	
   

  
	
   

  	
  Title:

  	
    Executive
  Vice President & CFO

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  MECO HOLDING
  COMPANY

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ David L. Dyckman

  	
   

  
	
   

  	
  Name:

  	
  David L. Dyckman

  	
   

  
	
   

  	
  Title:

  	
    Executive
  Vice President & CFO

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  C&G SYSTEMS
  HOLDING, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ David L. Dyckman

  	
   

  
	
   

  	
  Name:

  	
  David L. Dyckman

  	
   

  
	
   

  	
  Title:

  	
    Executive
  Vice President & CFO

  	
   

  
						



 





















 


The
following Persons is signatory to this Agreement in its capacity as a Credit
Party solely with respect to Section 6 of the Credit Agreement and
not as a Borrower.


 


 


	
   

  	
  THERMADYNE
  WELDING PRODUCTS

  CANADA LTD.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ David L. Dyckman

  	
   

  
	
   

  	
  Name:

  	
  David L. Dyckman

  	
   

  
	
   

  	
  Title:

  	
    Executive
  Vice President & CFO

  	
   

  
							



 





















 


EXHIBIT F


 


AMENDED AND RESTATED ANNEX F (Section 6.10)


to


CREDIT AGREEMENT


 


FINANCIAL COVENANTS


 


(a)                                  Financial
Covenants. Borrowers shall not breach or fail to comply with any of the
following financial covenants, each of which shall be calculated in accordance
with GAAP consistently applied:


 


(i)                                     Maximum
Capital Expenditures.  Holdings and
its Subsidiaries on a consolidated basis shall not make Capital Expenditures
during the following periods that exceed in the aggregate the amounts set forth
opposite each of such periods:


 


	
  Period

  	
   

  	
  Maximum Capital Expenditures
  per Period

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Fiscal Year 2003;

  	
   

  	
   

  	
  $

  	
  18,000,000

  	
   

  	
   

  
	
  Fiscal Year 2004;

  	
   

  	
   

  	
  $

  	
  17,000,000

  	
   

  	
   

  
	
  Fiscal Year 2005;

  	
   

  	
   

  	
  $

  	
  17,000,000

  	
   

  	
   

  
	
  Fiscal Year 2006;

  	
   

  	
   

  	
  $

  	
  18,000,000

  	
   

  	
   

  
	
  Fiscal Year 2007;

  	
   

  	
   

  	
  $

  	
  18,000,000

  	
   

  	
   

  
	
  Fiscal Year 2008;

  	
   

  	
   

  	
  $

  	
  18,000,000

  	
   

  	
   

  



 


; provided, however, that the amount of
permitted Capital Expenditures referenced above will be increased in any period
by the positive amount equal to the lesser of (i) 50% of the amount of
permitted Capital Expenditures for the immediately prior period, and (ii) the
amount (if any), equal to the difference obtained by taking the Capital
Expenditures limit specified above for the immediately prior period minus
the actual amount of any Capital Expenditures expended during such prior period
(the “Carry Over Amount”), and for purposes of measuring compliance
herewith, the Carry Over Amount shall be deemed to be the last amount spent on
Capital Expenditures in that succeeding year; provided, further,
that the amount of Capital Expenditures for Fiscal Year 2003 and Fiscal Year
2004 shall not include up to $5,500,000 of Capital Expenditures made in
connection with the expansion of the real property located in Denton, Texas to
the extent financed with a Capital Lease.


 


(ii) Minimum
Fixed Charge Coverage Ratio. 
Holdings and its Subsidiaries shall have on a consolidated basis at the
end of each Fiscal Quarter, a Fixed Charge Coverage Ratio for the 12-month
period then ended of not less than the following:


 


1.10 for the Fiscal Quarter ending December 31,
2003;


1.10 for the Fiscal Quarter ending March 31,
2004;


1.05 for the Fiscal Quarter ending June 30, 2004;


1.00 for the Fiscal Quarter ending September 30,
2004;


0.90 for the Fiscal Quarter ending December 31,
2004;


0.85 for the Fiscal Quarter ending March 31,
2005;


 





















 


0.90 for the Fiscal Quarter ending June 30, 2004;


0.95 for the Fiscal Quarter ending September 30,
2005;


1.00 for the Fiscal Quarter ending December 31,
2005;


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


1.10 for each Fiscal Quarter ending thereafter.


 


(iii)                               Minimum
EBITDA.  Until such time as the
Second Lien Loan Obligations have been paid in full in accordance with Section 6.3(b)(vi) or
refinanced in accordance with Section 5.13, Holdings and its
Subsidiaries on a consolidated basis shall have, at the end of each Fiscal
Quarter set forth below, EBITDA for the 12-month period then ended of not less
than the following:


 


	
  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

  	
   

  	
  $

  	
  37,000,000

  	
   

  
	
  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)                              (iv)                              Maximum
Leverage Ratio.  Until such time as
the Second Lien Loan Obligations 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 at any time less than $15,000,000 this Financial Covenant shall
be reinstated until the Commitment Termination Date), Holdings and its
Subsidiaries on a consolidated basis shall have, at the end of each Fiscal
Quarter set forth below, a Leverage Ratio as of the last day of such Fiscal
Quarter and for the 12-month period then ended of not more than the following:


 





















 


5.00 for the Fiscal Quarter ending December 31,
2003;


5.00 for the Fiscal Quarter ending March 31,
2004;


5.00 for the Fiscal Quarter ending June 30, 2004;


5.53 for the Fiscal Quarter ending September 30,
2004;


6.18 for the Fiscal Quarter ending December 31,
2004;


6.70 for the Fiscal Quarter ending March 31,
2005;


7.08 for the Fiscal Quarter ending June 30, 2005;


6.00 for the Fiscal Quarter ending September 30,
2005;


5.15 for the Fiscal Quarter ending December 31,
2005;


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


4.00 for each Fiscal Quarter ending thereafter.


 


(b)                                 Enhanced
Financial Covenants:


 


(i)                                     Minimum
Fixed Charge Coverage Ratio. 
Holdings and its Subsidiaries shall have, on a consolidated basis, a
Fixed Charge Coverage Ratio for the 12-month period ending April 30, 2004
of not less than 1.25.


 


(ii)                                  Minimum
EBITDA. Holdings and its Subsidiaries shall have, on a consolidated basis,
EBITDA for the 12-month period ending April 30, 2004 of not less than
$51,000,000.


 


(iii)                               Maximum Leverage Ratio.  Holdings and its Subsidiaries shall have, on
a consolidated basis, a Leverage Ratio for the 12-month period ending April 30,
2004 of not more than 4.25.


 


Unless otherwise specifically provided herein, any
accounting term used in the Agreement shall have the meaning customarily given
such term in accordance with GAAP, and all financial computations hereunder
shall be computed in accordance with GAAP consistently applied.  That certain items or computations are explicitly
modified by the phrase “in accordance with GAAP” shall in no way be construed
to limit the foregoing.  If any “Accounting
Changes” (as defined below) occur and such changes result in a change in the
calculation of the financial covenants, standards or terms used in the
Agreement or any other Loan Document, then Borrowers, Agent and Lenders agree
to enter into negotiations in order to amend such provisions of the Agreement
so as to equitably reflect such Accounting Changes with the desired result that
the criteria for evaluating Borrowers’ and their Subsidiaries’ financial
condition shall be the same after such Accounting Changes as if such Accounting
Changes had not been made; provided, however, that the agreement
of Requisite Lenders to any required amendments of such provisions shall be sufficient
to bind all Lenders.  “Accounting
Changes” means (i) changes in accounting principles required by the
promulgation of any rule, regulation, pronouncement or opinion by the Financial
Accounting Standards Board of the American Institute of Certified Public
Accountants (or successor thereto or any agency with similar functions); (ii) changes
in accounting principles concurred in by any Borrower’s certified public
accountants; (iii) purchase accounting adjustments under A.P.B. 16 or 17
and EITF 88-16, and the application of the accounting principles set forth in
FASB 109, including the establishment of reserves pursuant


 





















 


thereto and any subsequent reversal (in whole or in
part) of such reserves; and (iv) the reversal of any reserves established
as a result of purchase accounting adjustments. 
All such adjustments resulting from expenditures made subsequent to the
Closing Date (including capitalization of costs and expenses or payment of
pre-Closing Date liabilities) shall be treated as expenses in the period the
expenditures are made and deducted as part of the calculation of EBITDA in such
period.  If Agent, Borrowers and
Requisite Lenders agree upon the required amendments, then after appropriate
amendments have been executed and the underlying Accounting Change with respect
thereto has been implemented, any reference to GAAP contained in the Agreement
or in any other Loan Document shall, only to the extent of such Accounting
Change, refer to GAAP, consistently applied after giving effect to the implementation
of such Accounting Change.  If Agent,
Borrowers and Requisite Lenders cannot agree upon the required amendments
within thirty (30) days following the date of implementation of any Accounting
Change, then all Financial Statements delivered and all calculations of
financial covenants and other standards and terms in accordance with the
Agreement and the other Loan Documents shall be prepared, delivered and made
without regard to the underlying Accounting Change.  For purposes of Section 8.1, a
breach of a Financial Covenant contained in this Annex F shall be deemed
to have occurred as of any date of determination by Agent or as of the last day
of any specified measurement period, regardless of when the Financial
Statements reflecting such breach are delivered to Agent.