Exhibit
4.20


 


EXECUTION COPY


 


AMENDMENT NO. 3 AND CONSENT (this “Amendment”) dated as of January 3,
2005, to the Second Lien Credit Agreement dated as of July 29, 2004, 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”),
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 and CREDIT SUISSE FIRST
BOSTON, as administrative agent (in such capacity, the “Administrative
Agent”) and collateral agent (in such capacity, the “Collateral Agent”) (as amended by
Amendment No. 1 and Agreement effective as of September 30, 2004 and by
Amendment No. 2 and Joinder Agreement dated as of November 22, 2004, and
as further amended, supplemented or modified, the “Credit
Agreement”).


 


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


 


B.                                     The Borrowers have informed the
Administrative Agent that they intend to make a one time investment in an
aggregate amount not to exceed $2,000,000 in a Chinese Co-Operative Joint
Venture Enterprise with Ningbo Longxing Group Corporation Limited known in
English as “Ningbo Fulida Gas Equipment Co., Ltd” (the “Chinese
Joint Venture”).


 


C.                                     The Borrowers have requested that the
Administrative Agent consent to the investment in the Chinese Joint Venture.  The Borrowers have further requested that the
Required Lenders make certain other amendments to the Credit Agreement as set
forth herein.


 


D.                                    Capitalized terms used but not defined herein
shall have the meanings assigned to them in the Credit Agreement.


 


Accordingly, in
consideration of the mutual agreements herein contained and other good and
valuable consideration, the sufficiency and receipt of which are hereby
acknowledged, the parties hereto agree as follows:


 


SECTION 1.  Consent.  Pursuant
to 6.02(n) of the Credit Agreement, the Administrative Agent hereby consents to
the investment in the Chinese Joint Venture on substantially the terms
described above.


 





















 


SECTION 2.  Amendment.  Section 6.08 of the Credit Agreement is
hereby amended by (i) amending and
restating clause (f) thereof in its entirety to read as follows: “(f) the sale
or other disposition of other Equipment and Fixtures having a book value not
exceeding $250,000 in the aggregate in any Fiscal Year and $500,000 in the
aggregate; and”; (ii) amending and restating clause (g) thereof in its entirety
to read as follows: “(g) as permitted in Section 6.02(k).”; and (iii) deleting
clause (h) thereof in its entirety.


 


SECTION 3.  Representations
and Warranties.  To induce the
other parties hereto to enter into this Amendment, the Credit Parties represent
and warrant to each of the Lenders, the Administrative Agent and the Collateral
Agent, that, after giving effect to this Amendment, (a) the
representations and warranties set forth in Article III of the Credit
Agreement are true and correct in all material respects on and as of the date
hereof, except to the extent such representations and warranties expressly
relate to an earlier date, and (b) no Default or Event of Default has
occurred and is continuing.


 


SECTION 4.  Effectiveness.  This Amendment shall become effective as of
the date set forth above on the date that the Administrative Agent (or its
counsel) shall have received:


 


(a)                                  counterparts of this Amendment that, when
taken together, bear the signatures of the Credit Parties and the Required
Lenders;


 


(b)                                 a consent fee in an amount equal to $5,000;
and


 


(c)                                  a copy of a fully executed and delivered consent
and amendment, in form and substance reasonably satisfactory to the
Administrative Agent, to the First Lien Credit Agreement.


 


SECTION 5.  Effect of
Amendment.  Except as
expressly set forth herein, this Amendment shall not by implication or
otherwise limit, impair, constitute a waiver of, or otherwise affect the rights
and remedies of the Lenders, the Administrative Agent or the Collateral Agent
under 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 Loan
Document, all of which are ratified and affirmed in all respects and shall
continue in full force and effect. 
Nothing herein shall be deemed to entitle any Credit Party to a consent
to, or a waiver, amendment, modification or other change of, any of the terms,
conditions, obligations, covenants or agreements contained in the Credit
Agreement or any other Loan Document in similar or different circumstances.  This Amendment shall apply and be effective
only with respect to the provisions of the Credit Agreement specifically
referred to herein.  After the date
hereof, any reference to the Credit Agreement shall mean the Credit Agreement,
as modified hereby.  This Amendment shall
constitute a “Loan Document” for all purposes of the Credit Agreement and the
other Loan Documents.


 


SECTION 6.  Counterparts.  This Amendment may be executed in any number
of counterparts and by different parties hereto in separate counterparts, each
of which when so executed and delivered shall be deemed an original, but all
such counterparts together shall


 


2





















 


constitute but one and
the same contract.  Delivery of an
executed counterpart of a signature page of this Amendment by facsimile
transmission shall be as effective as delivery of a manually executed
counterpart hereof.


 


SECTION 7.  Applicable Law.  THIS AMENDMENT SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.


 


SECTION 8.  Headings.  The headings of this Amendment are for
purposes of reference only and shall not limit or otherwise affect the meaning
hereof.


 


SECTION 9.  Expenses.  The Borrowers agree to reimburse the
Administrative Agent for all out-of-pocket expenses in connection with this
Amendment, including the reasonable fees, charges and disbursements of Cravath,
Swaine & Moore LLP, counsel for the Administrative Agent.


 


SECTION 10.  Reaffirmation.  Each of the Guarantors hereby acknowledges
receipt and notice of, and consents to the terms of, this Amendment, and
affirms and confirms its guarantee of the Obligations and, if applicable, the
pledge of and/or grant of a security interest in its assets as Collateral to
secure the Obligations, all as provided in the Collateral Documents as
originally executed, and acknowledges and agrees that such guarantee, pledge
and/or grant of security interest continue in full force and effect in respect
of, and to secure, the Obligations under the Credit Agreement, as amended
hereby, and the other Loan Documents.


 


[Remainder of this page intentionally left
blank]


 


3





















 


IN WITNESS WHEREOF, each of
the parties hereto has caused this Amendment to be executed and delivered by
its duly authorized officer as 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

  	
   

  
											



 





















 


	
   

  	
  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

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  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\ Michael E. Mahoney

  	
   

  
	
   

  	
  Name:

  	
   

  	
  Michael E.
  Mahoney

  	
   

  
	
   

  	
  Title:

  	
   

  	
  Director

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  THERMADYNE
  WELDING PRODUCTS CANADA LIMITED

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  \s\ Patricia S. Williams

  	
   

  
	
   

  	
  Name:

  	
   

  	
  Patricia S.
  Williams

  	
   

  
	
   

  	
  Title:

  	
   

  	
  Vice President
  Secretary and General

  	
   

  
	
   

  	
   

  	
   

  	
  Counsel

  	
   

  
												



 





















 


	
   

  	
  CREDIT SUISSE FIRST BOSTON, acting

  through its Cayman Islands Branch,

  individually and as Administrative Agent

  and Collateral Agent,

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By

  	
   

  
	
   

  	
   

  	
   

  	
  \s\ Joseph
  Adipietro

  	
   

  
	
   

  	
   

  	
   

  	
  Name: Joseph
  Adipietro

  
	
   

  	
   

  	
   

  	
  Title:
  Director

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By

  	
   

  
	
   

  	
   

  	
   

  	
  \s\ Joshua
  Parrish

  	
   

  
	
   

  	
   

  	
   

  	
  Name: Joshua
  Parrish

  
	
   

  	
   

  	
   

  	
  Title:
  Associate

  



 





















 


	
   

  	
  SIGNATURE PAGE
  TO AMENDMENT NO. 3

  AND CONSENT TO THE THERMADYNE

  SECOND LIEN CREDIT AGREEMENT DATED

  AS OF JULY 29, 2004

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Name of
  Financial Institution:

  	
  CSFB Credit
  Opportunities Fund (Employee) LP

  	
   

  
	
   

  	
   

  	
  CSFB Credit
  Opportunities Fund (Helios) LP

  	
   

  
	
   

  	
   

  
	
   

  	
  by

  	
   

  
	
   

  	
   

  	
    /s/ Joseph Russell

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Joseph
  Russell

  
	
   

  	
   

  	
  Title:

  	
  Managing
  Director

  
	
   

  	
   

  	
   

  
	
   

  	
  by

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title: