Exhibit
4.11


 


FIRST AMENDMENT TO
AMENDED AND RESTATED CREDIT AGREEMENT


 


This FIRST AMENDMENT TO
AMENDED AND RESTATED CREDIT AGREEMENT (the “Amendment”) is entered into
as of this 5th day of March, 2004, 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 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.


 


NOW THEREFORE, in
consideration of the mutual execution hereof and other good and valuable
consideration, the parties hereto agree as follows:


 


1.                                       Amendment.


 


(a)  Section 6.3(a) of the Credit
Agreement is hereby amended to (i) delete the word “and” immediately preceding
the phrase “(xi) Indebtedness” in the penultimate line thereof and in lieu
thereof insert “,” and (ii) insert the following immediately preceding the
final “.” of such section “and (xii) obligations of any Credit Party under
any interest rate swap, cap or collar agreement or similar agreement or
arrangement related to exposure to interest rates with respect to not more than
$50 million principal amount of Indebtedness”.


 


(b)  The definition of “EBITDA” in Annex A
to the Credit Agreement is hereby amended and restated in its entirety to read
as follows:


 


““EBITDA” means,
with respect to any Person for any fiscal period, without duplication, an
amount equal to (a) consolidated net income of such Person for such period
determined in accordance with GAAP, minus (b) the sum of (i) income tax
credits, (ii) interest income, (iii) gain from extraordinary items for such period,
(iv) any aggregate net gain (but not


 

















 


any aggregate net loss)
during such period arising from the sale, exchange or other disposition of
capital assets by such Person (including any fixed assets, whether tangible or
intangible, all inventory sold in conjunction with the disposition of fixed
assets and all securities) and (v) any other non-cash gains that have been
added in determining consolidated net income, in each case to the extent
included in the calculation of consolidated net income of such Person for such
period in accordance with GAAP, but without duplication, plus (c) the
sum of (i) any provision for income taxes, (ii) Interest Expense (including
commitment, agency and letter of credit fees) and deferred financing costs,
(iii) depreciation and amortization for such period, (iv) amortized debt
discount for such period, (v) the amount of any deduction to consolidated net
income as the result of any grant to the management or employees of such Person
or its Subsidiaries of any Stock or stock options, in each case to the extent
included in the calculation of consolidated net income of such Person for such
period in accordance with GAAP, but without duplication, (vi) the accrual net
of any payment in cash related to the net periodic post retirement benefits,
(vii) losses from extraordinary items for such period, (viii) the non-cash
portion of any non-recurring expenses, (ix) restructuring expenses related to,
arising out of or in connection with the Chapter 11 Cases, (x) any
non-recurring employee severance expenses and non-recurring cash expenses
related to plant reorganizations, not to exceed $5,000,000 in the aggregate,
(xi) the non-cash portion of any expense or loss attributable to any interest
rate agreement or arrangement permitted under Section 6.3(a)(xii)
in any such case prior to the termination or expiration of such agreement or
arrangement and (xii) $8,900,000 of non-cash reserves to be recorded at
December 31, 2003 related solely to the implementation of a new reserve
methodology for Inventory and Accounts and implementation of an initial accrual
for warranty obligations, plus or minus as applicable (d) the
amount of cash received or expended in such period in respect of any amount
which, under clauses (c)(viii) and (xii) above, was taken into account in
determining EBITDA for such period or any prior period.  For purposes of this definition, the
following items shall be excluded in determining consolidated net income of a
Person: (1) the income (or deficit) of any other Person accrued prior to the
date it became a Subsidiary of, or was merged or consolidated into, such Person
or any of such Person’s Subsidiaries; (2) the income (or deficit) of any other
Person (other than a Subsidiary) in which such Person has an ownership
interest, except to the extent any such income has actually been received by
such Person in the form of cash dividends or distributions; (3) the
undistributed earnings of any Subsidiary of such Person to the extent that the
declaration or payment of dividends or similar distributions by such Subsidiary
is not at the time permitted by the terms of any contractual obligation or
requirement of law applicable to such Subsidiary; (4) any restoration to income
of any contingency reserve, except to the extent that provision for such
reserve was made out of income accrued during such period; (5) any write-up of
any asset; (6) any net gain from the collection of the proceeds of life
insurance policies; (7) any net gain arising from the acquisition of any
securities, or the extinguishment, under GAAP, of any Indebtedness, of such
Person; (8) in the case of a successor to such Person by consolidation or
merger or as a transferee of its assets, any earnings of such successor prior
to such consolidation, merger or transfer of assets; and (9) any deferred
credit representing the excess of equity in any Subsidiary of such Person at
the date of acquisition of such Subsidiary over the cost to such Person of the
investment in such Subsidiary.”


 


(c)  The definition of “Funded Debt” in Annex A
to the Credit Agreement is hereby amended to insert the following immediately
preceding the final “.” of such definition “, but expressly excluding any
obligation attributable to any hedging agreement related to


 


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currency values or
commodity prices permitted under Section 6.3(a)(viii) or any
interest rate agreement or arrangement permitted under Section 6.3(a)(xii)”.


 


(d)  The Minimum EBITDA numbers set forth in subsection(a)(iii)
of Annex F (Section 6.10) to the Credit Agreement are hereby
amended and restated in their entirety to read as follows:


 


	
  Fiscal Quarter ending
  December 31, 2003

  	
   

  	
  $

  	
  48,000,000

  
	
  Fiscal Quarter ending
  March 31, 2004

  	
   

  	
  $

  	
  45,800,000

  
	
  Fiscal Quarter ending
  June 30, 2004

  	
   

  	
  $

  	
  46,900,000

  
	
  Fiscal Quarter ending
  September 30, 2004

  	
   

  	
  $

  	
  47,800,000

  
	
  Fiscal Quarter ending
  December 31, 2004

  	
   

  	
  $

  	
  48,700,000

  
	
  Fiscal Quarter ending
  March 31, 2005

  	
   

  	
  $

  	
  48,800,000

  
	
  Fiscal Quarter ending
  June 30, 2005

  	
   

  	
  $

  	
  48,800,000

  
	
  Fiscal Quarter ending
  September 30, 2005

  	
   

  	
  $

  	
  49,300,000

  
	
  Fiscal Quarter ending
  December 31, 2005

  	
   

  	
  $

  	
  51,100,000

  
	
  Fiscal Quarter ending
  March 31, 2006

  	
   

  	
  $

  	
  53,250,000

  
	
  Fiscal Quarter ending
  June 30, 2006

  	
   

  	
  $

  	
  55,400,000

  
	
  Fiscal Quarter ending
  September 30, 2006

  	
   

  	
  $

  	
  57,550,000

  
	
  Fiscal Quarter ending
  December 31, 2006

  	
   

  	
  $

  	
  59,700,000

  
	
  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

  	
   

  	
  $

  	
  63,500,000

  



 


2.                                       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.


 


3

















 


(c)  Conditions To Effectiveness.  This Amendment shall be effective upon the
execution and delivery of this Amendment by the Requisite Lenders and the
Credit Parties.


 


3.                                       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.


 


4.                                       Costs
And Expenses.  As provided in Section 11.3(a)
of the Credit Agreement, the Borrowers agree to reimburse Agent for 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.


 


5.                                       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.


 


6.                                       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.


 


7.                                       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.


 


8.                                       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]


 


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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

  
	
   

  	
   

  
	
   

  	
  /s/
  Dennis W. Cloud

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Dennis
  W. Cloud

  
	
   

  	
   

  	
  Duly
  Authorized Signatory

  
	
   

  	
   

  



 


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  BORROWERS:

  
	
   

  	
   

  
	
   

  	
  THERMADYNE INDUSTRIES, INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  James H. Tate

  
	
   

  	
  Name:

  	
  James
  H. Tate

  
	
   

  	
  Title:

  	
  Senior
  Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  THERMAL DYNAMICS CORPORATION

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  James H. Tate

  
	
   

  	
  Name:

  	
  James
  H. Tate

  
	
   

  	
  Title:

  	
  Senior
  Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  TWECO PRODUCTS, INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  James H. Tate

  
	
   

  	
  Name:

  	
  James
  H. Tate

  
	
   

  	
  Title:

  	
  Senior
  Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  VICTOR EQUIPMENT COMPANY

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  James H. Tate

  
	
   

  	
  Name:

  	
  James
  H. Tate

  
	
   

  	
  Title:

  	
  Senior
  Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  C & G SYSTEMS, INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  James H. Tate

  
	
   

  	
  Name:

  	
  James
  H. Tate

  
	
   

  	
  Title:

  	
  Senior
  Vice President

  
													



 


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  STOODY COMPANY

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  James H. Tate

  
	
   

  	
  Name:

  	
  James
  H. Tate

  
	
   

  	
  Title:

  	
  Senior
  Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  THERMAL ARC, INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  James H. Tate

  
	
   

  	
  Name:

  	
  James
  H. Tate

  
	
   

  	
  Title:

  	
  Senior
  Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  THERMADYNE INTERNATIONAL CORP.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  James H. Tate

  
	
   

  	
  Name:

  	
  James
  H. Tate

  
	
   

  	
  Title:

  	
  Senior
  Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  PROTIP CORPORATION

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  James H. Tate

  
	
   

  	
  Name:

  	
  James
  H. Tate

  
	
   

  	
  Title:

  	
  Senior
  Vice President

  
										



 


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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 8 hereof) in such capacity.


 


 


	
   

  	
  THERMADYNE HOLDINGS CORPORATION

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  James H. Tate

  
	
   

  	
  Name:

  	
  James
  H. Tate

  
	
   

  	
  Title:

  	
  Senior
  Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  THERMADYNE RECEIVABLES, INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  James H. Tate

  
	
   

  	
  Name:

  	
  James
  H. Tate

  
	
   

  	
  Title:

  	
  Senior
  Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  MECO HOLDING COMPANY

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  James H. Tate

  
	
   

  	
  Name:

  	
  James
  H. Tate

  
	
   

  	
  Title:

  	
  Senior
  Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  C&G SYSTEMS HOLDING, INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ James H. Tate

  
	
   

  	
  Name:

  	
  James H. Tate

  
	
   

  	
  Title:

  	
  Senior Vice President

  
									



 


S-4

















 


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/ James H. Tate

  
	
   

  	
  Name:

  	
  James H. Tate

  
	
   

  	
  Title:

  	
  Senior Vice President

  
					



 


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