Exhibit
4.23


 


THIRD
AMENDMENT

to

SECOND AMENDED AND RESTATED CREDIT AGREEMENT


 


This THIRD AMENDMENT TO SECOND
AMENDED AND RESTATED CREDIT AGREEMENT (the “Amendment”), dated as of the
30th day of March, 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 have requested that Requisite Lenders amend certain provisions of
the Credit Agreement to, among other things, amend and restate certain 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
and Restatement of Section 5.13. 
Section 5.13 of the Credit Agreement is hereby amended and restated in
its entirety to read as follows:


 


“Unless the Second Lien
Loan Obligations are prepaid in accordance with Section 6.3(b)(vi), no
later than February 28, 2006 the Second Lien Loan Obligations shall be
refinanced or the terms and provisions of the Second Lien Loan Documents shall
be amended, in each case on terms and conditions satisfactory to Agent in its
sole discretion, so that the Indebtedness refinancing the Second Lien Loan
Obligations or the Indebtedness evidenced by the amended Second Lien Loan
Documents, as the case may be, matures no earlier than 90 days after the fifth
anniversary of the Closing Date, does not have the effect of increasing or
decreasing the principal amount thereof and that is otherwise on terms and
conditions no less favorable to Agent or any Lender than the terms of the
existing Second Lien Loan Documents and Intercreditor Agreement.”


 





















 


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


 


“(vi)  payment in full of the Second Lien Loan
Obligations, as long as at the time of such payment in full (a) no Event of
Default has occurred and is continuing, (b) Borrowing Availability shall not be
less than $40,000,000 (with all trade payables being paid current other than
those being contested in the ordinary course of business), at any time during
the 90 day period immediately prior to such prepayment, and (c) Borrowers shall
deliver to Agent projections evidencing that Borrowing Availability shall not
be less than $20,000,000 (with all trade payables being paid current) at any
time during the one-year period
immediately after giving effect to such prepayment; provided, however,
that condition (b) may be satisfied if on the day with the least amount of
Borrowing Availability during such 90 day period prior to such payment in full,
(x) Borrowing Availability on such day, plus (y) without duplication, net cash
proceeds arising out of the sale of any of Holdings’ Subsidiaries (with the
prior written consent of Agent) occurring after the Closing Date and prior to February
28, 2006 exceeds $40,000,000 (for the avoidance of doubt, Borrowing
Availability for this measurement will be considered on a pro forma basis net
of any assets sold in such Subsidiary sales).”


 


3.             Amendment
and 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 their
entirety to read as set forth below:


 


“(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:


 


2





















 


	
  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 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;


5.50
for the Fiscal Quarter ending September 30, 2004;


6.15
for the Fiscal Quarter ending December 31, 2004;


6.70
for the Fiscal Quarter ending March 31, 2005;


6.60 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.”


 


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


 


3





















 


(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.


 


5.             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 $40,000 (which shall be fully earned and payable as of the date
hereof); and


 


(c)           the Agent shall have received a copy
of a fully executed and delivered amendment, in form and substance reasonably
satisfactory to Agent (including, without limitation, that the (i) maturity of
the 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 0.50
greater than the maximum Leverage Ratio permitted under the Credit Agreement
for each fiscal quarter), 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


 


(d)           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.


 


6.             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


 


4





















 


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


 


7.             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.


 


8.             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.


 


9.             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.


 


10.           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]


 


5





















 


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:

  	
  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

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  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

  	
   

  
												



 





















 


	
   

  	
   

  	
  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

  	
   

  
											



 





















 


	
   

  	
   

  	
  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