Exhibit 4.24


 


EXECUTION COPY


 


AMENDMENT NO. 5 (this “Amendment”)
dated as of March 30, 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,
by Amendment No. 2 and Joinder Agreement dated as of November 22, 2004, by
Amendment No. 3 and Consent dated as of January 3, 2005 and by Amendment No. 4
dated as of March 16, 2005, 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 requested certain amendments to the Credit Agreement as set
forth herein.


 


C.            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.  Amendments.  (a) The definition of the term “Maturity Date” set forth in Section 1.01
of the Credit Agreement is hereby amended and restated in its entirety to read
as follows:


 


““Maturity
Date” shall mean April 30, 2006.”.


 


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


 





















 


	
  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

  



 


 


SECTION 2.  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 3.  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)           an amendment fee in an amount equal to $50,000; and


 


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


 


SECTION 4.  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 5.  Counterparts.  This Amendment may be executed in any number
of counterparts and by different parties hereto in separate counterparts, each
of which when so


 


2





















 


executed and delivered shall be deemed an
original, but all such counterparts together shall 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 6.  Applicable Law.  THIS AMENDMENT SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.


 


SECTION 7.  Headings.  The headings of this Amendment are for
purposes of reference only and shall not limit or otherwise affect the meaning
hereof.


 


SECTION 8.  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 9.  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/ 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

  
						



 





















 


	
   

  	
   

  	
  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