exv4w20



 




Exhibit
4.20


EXECUTION COPY





          AMENDMENT NO. 18, LIMITED WAIVER AND CONSENT (this “Amendment”) dated
as of March 29, 2007, 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”), 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, as administrative agent (in
such capacity, the “Administrative Agent”) and as 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, by Amendment No. 4 dated as of March 16, 2005,
by Amendment No. 5 dated as of March 30, 2005, by Amendment No. 6 dated as
of March 31, 2005, by Amendment No. 7 dated as of July 1, 2005, by Amendment
No. 8 dated as of August 8, 2005, by Amendment No. 9 dated as of October 7,
2005, by Amendment No. 10 and Agreement dated as of November 7, 2005, by
Amendment No, 11 and Agreement dated as of December 29, 2005, by Amendment
No. 12, Waiver and Consent dated as of March 9, 2006, by Amendment No. 13
and Agreement dated as of April 5, 2006, by Amendment No. 14 and Consent
dated as of May 9, 2006, by Amendment No. 15 dated as of June
20, 2006, by Amendment No. 16, Waiver and Agreement dated as of July
21, 2006, by Amendment No. 17 and Agreement dated as of January 30,
2007 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 and the other Credit Parties have requested that the
Administrative Agent and the Lenders amend the Credit Agreement and provide a limited waiver
and consent as set forth herein.




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






 









 






2



          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. Limited Waiver. The Administrative Agent and the Lenders hereby waive any Default
or Event of Default solely to the extent that the Credit Parties breached (a) Section 6.02(i) of
the Credit Agreement as a result of funding investments in Foreign Subsidiaries in excess of the
aggregate limit of $6,000,000 by an amount no greater than $700,000 and (b) Section 5.11 of the
Credit Agreement with respect to any credit card collection accounts
located at Arvest Bank.




          SECTION 2. Limited Consent. Pursuant to Section 6.02(n) of the Credit Agreement, the
Administrative Agent hereby consents to the making of a capital contribution by Industries in
Thermadyne Victor Ltda in an amount not to exceed $300,000.




          SECTION
3. Amendments. (a) Section 6.02 of the Credit Agreement is hereby amended by deleting
the number “$6,000,000” in clause (i) thereof and inserting “$6,700,000” in its place.




          (b) Section 6.02(n) of the Credit Agreement is hereby amended and restated in its entirety as
follows:





“(n) other investments by Credit Parties and Foreign Subsidiaries not exceeding
$2,000,000 in the aggregate (net of cash received by any Borrower from any Foreign
Subsidiary as a result of a sale of assets or Stock, in whole or in part, of such
Foreign Subsidiary) with the Administrative Agent’s prior written consent;”



          SECTION 4. 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 5. Effectiveness. This Amendment shall become effective as of the date set forth
above on the date that the Administrative Agent (or, in the case of clauses (a) and (b) below, 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
copy of a fully executed and delivered amendment, in form and substance
reasonably satisfactory to the Administrative Agent, to the First Lien Credit Agreement; and




          (c) payment in full of all fees and other amounts due and payable on or prior to
such date hereunder or under any other Loan Document.




 









 





3

          SECTION 6. 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 7. 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 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 8. Applicable Law. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE
WITH, THE LAWS OF THE STATE OF NEW YORK.




          SECTION 9. Headings. The headings of this Amendment are for purposes of reference only and
shall not limit or otherwise affect the meaning hereof.




          SECTION 10. 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 11. 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]




 









 





     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: V.P. SECTY & G.C.
	 
	 	 	 	 
	 	 	THERMAL DYNAMICS CORPORATION,
	 
	 	 	 	 
	 

	 	by
	 	/s/ Patricia S. Williams
	 

	 	 	 	 
	 

	 	 	 	Name: PATRICIA S. WILLIAMS
	 

	 	 	 	Title: V.P. SECTY & G.C.
	 
	 	 	 	 
	 	 	TWECO PRODUCTS, INC.,
	 
	 	 	 	 
	 

	 	by
	 	/s/ Patricia S. Williams
	 

	 	 	 	 
	 

	 	 	 	Name: PATRICIA S. WILLIAMS
	 

	 	 	 	Title: V.P. SECTY & G.C.
	 
	 	 	 	 
	 	 	VICTOR EQUIPMENT
COMPANY,
	 
	 	 	 	 
	 

	 	by
	 	/s/ Patricia S. Williams
	 

	 	 	 	 
	 

	 	 	 	Name: PATRICIA S. WILLIAMS
	 

	 	 	 	Title: V.P. SECTY & G.C.
	 
	 	 	 	 
	 	 	C & G SYSTEMS, INC.,
	 
	 	 	 	 
	 

	 	by
	 	/s/ Patricia S. Williams
	 

	 	 	 	 
	 

	 	 	 	Name: PATRICIA S. WILLIAMS
	 

	 	 	 	Title: V.P. SECTY & G.C.
	 
	 	 	 	 
	 	 	STOODY COMPANY,
	 
	 	 	 	 
	 

	 	by
	 	/s/ Patricia S. Williams
	 

	 	 	 	 
	 

	 	 	 	Name: PATRICIA S. WILLIAMS
	 

	 	 	 	Title: V.P. SECTY & G.C.






 









 






	 	 	 	 	 
	 	 	THERMAL ARC, INC.,
	 
	 	 	 	 
	 

	 	by
	 	/s/ Patricia S. Williams
	 

	 	 	 	 
	 

	 	 	 	Name: PATRICIA S. WILLIAMS
	 

	 	 	 	Title: V.P. SECTY & G.C.
	 
	 	 	 	 
	 	 	PROTIP CORPORATION,
	 
	 	 	 	 
	 

	 	by
	 	/s/ Patricia S. Williams
	 

	 	 	 	 
	 

	 	 	 	Name: PATRICIA S. WILLIAMS
	 

	 	 	 	Title: V.P. SECTY & G.C.
	 
	 	 	 	 
	 	 	THERMADYNE
INTERNATIONAL CORP.,
	 
	 	 	 	 
	 

	 	by
	 	/s/ Patricia S. Williams
	 

	 	 	 	 
	 

	 	 	 	Name: PATRICIA S. WILLIAMS
	 

	 	 	 	Title: V.P. SECTY & G.C.
	 
	 	 	 	 
	 	 	THERMADYNE HOLDINGS CORPORATION,
	 
	 	 	 	 
	 

	 	by
	 	/s/ Patricia S. Williams
	 

	 	 	 	 
	 

	 	 	 	Name: PATRICIA S. WILLIAMS
	 

	 	 	 	Title: V.P. SECTY & G.C.
	 
	 	 	 	 
	 	 	MECO HOLDING COMPANY,
	 
	 	 	 	 
	 

	 	by
	 	/s/ Patricia S. Williams
	 

	 	 	 	 
	 

	 	 	 	Name: PATRICIA S. WILLIAMS
	 

	 	 	 	Title: V.P. SECTY & G.C.
	 
	 	 	 	 
	 	 	C&G SYSTEMS HOLDING, INC.,
	 
	 	 	 	 
	 

	 	by
	 	/s/ Patricia S. Williams
	 

	 	 	 	 
	 

	 	 	 	Name: PATRICIA S. WILLIAMS
	 

	 	 	 	Title: V.P. SECTY & G.C.






 









 






	 	 	 	 	 
	 	 	CIGWELD PTY LTD.,
	 
	 	 	 	 
	 

	 	by
	 	/s/ Patricia S. Williams
	 

	 	 	 	 
	 

	 	 	 	Name: PATRICIA S. WILLIAMS
	 

	 	 	 	Title: V.P. SECTY & G.C.
	 
	 	 	 	 
	 	 	DUXTECH PTY LTD.,
	 
	 	 	 	 
	 

	 	by
	 	/s/ Patricia S. Williams
	 

	 	 	 	 
	 

	 	 	 	Name: PATRICIA S. WILLIAMS
	 

	 	 	 	Title: V.P. SECTY & G.C.
	 
	 	 	 	 
	 	 	QUETACK PTY, LTD.,
	 
	 	 	 	 
	 

	 	by
	 	/s/ Patricia S. Williams
	 

	 	 	 	 
	 

	 	 	 	Name: PATRICIA S. WILLIAMS
	 

	 	 	 	Title: V.P. SECTY & G.C.
	 
	 	 	 	 
	 	 	QUETALA PTY, LTD.,
	 
	 	 	 	 
	 

	 	by
	 	/s/ Patricia S. Williams
	 

	 	 	 	 
	 

	 	 	 	Name: PATRICIA S. WILLIAMS
	 

	 	 	 	Title: V.P. SECTY & G.C.
	 
	 	 	 	 
	 	 	THERMADYNE AUSTRALIA PTY LTD.,
	 
	 	 	 	 
	 

	 	by
	 	/s/ Patricia S. Williams
	 

	 	 	 	 
	 

	 	 	 	Name: PATRICIA S. WILLIAMS
	 

	 	 	 	Title: V.P. SECTY & G.C.
	 
	 	 	 	 
	 	 	THERMADYNE INDUSTRIES LIMITED,
	 
	 	 	 	 
	 

	 	by
	 	/s/ Patricia S. Williams
	 

	 	 	 	 
	 

	 	 	 	Name: PATRICIA S. WILLIAMS
	 

	 	 	 	Title: V.P. SECTY & G.C.






 









 






	 	 	 	 	 
	 	 	THERMADYNE WELDING PRODUCTS

CANADA LIMITED,
	 
	 	 	 	 
	 

	 	by
	 	/s/ Patricia S. Williams
	 

	 	 	 	 
	 

	 	 	 	Name: PATRICIA S. WILLIAMS
	 

	 	 	 	Title: V.P. SECTY & G.C.






 









 






	 	 	 	 	 
	 	 	CREDIT SUISSE, CAYMAN ISLANDS

BRANCH, as Administrative Agent and

Collateral Agent,
	 
	 	 	 	 
	 

	 	by
	 	/s/ Phillip HD
	 

	 	 	 	 
	 

	 	 	 	Name: PHILLIP HD
	 

	 	 	 	Title:DIRECTOR
	 
	 	 	 	 
	 

	 	by
	 	/s/ Shaheen Malik
	 

	 	 	 	 
	 

	 	 	 	Name: SHAHEEN MALIK
	 

	 	 	 	Title: ASSOCIATE






 









 






	 	 	 	 	 
	 	 	NORTHWOODS CAPITAL IV, LIMITED, 

as a Lender,

	 
	 	 	 	 
	 	 	By:      Angelo, Gordon & Co., L.P., as

Collateral Manager,
	 
	 	 	 	 
	 

	 	by
	 	/s/ Bradley Pattelli
	 

	 	 	 	 
	 

	 	 	 	Name: BRADLEY PATTELLI
	 

	 	 	 	Title: MANAGING DIRECTOR
	 
	 	 	 	 
	 	 	NORTHWOODS CAPITAL V, LIMITED, as

a Lender,
	 
	 	 	 	 
	 	 	By:      Angelo, Gordon & Co., L.P., as

Collateral Manager,
	 
	 	 	 	 
	 

	 	by
	 	/s/ Bradley Pattelli
	 

	 	 	 	 
	 

	 	 	 	Name: BRADLEY PATTELLI
	 

	 	 	 	Title: MANAGING DIRECTOR
	 
	 	 	 	 
	 	 	NORTHWOODS CAPITAL VI, LIMITED,

as a Lender,
	 
	 	 	 	 
	 	 	By:      Angelo, Gordon & Co., L.P., as

Collateral Manager,
	 
	 	 	 	 
	 

	 	by
	 	/s/ Bradley Pattelli
	 

	 	 	 	 
	 

	 	 	 	Name: BRADLEY PATTELLI
	 

	 	 	 	Title: MANAGING DIRECTOR
	 
	 	 	 	 
	 	 	NORTHWOODS CAPITAL VII, LIMITED,

as a Lender,
	 
	 	 	 	 
	 	 	By:      Angelo, Gordon & Co., L.P., as

Collateral Manager,
	 
	 	 	 	 
	 

	 	by
	 	/s/ Bradley Pattelli
	 

	 	 	 	 
	 

	 	 	 	Name: BRADLEY PATTELLI
	 

	 	 	 	Title: MANAGING DIRECTOR