Exhibit 4.13


 


THIRD AMENDMENT AND LIMITED WAIVER

to

AMENDED
AND RESTATED CREDIT AGREEMENT


 


This THIRD AMENDMENT AND
LIMITED WAIVER TO AMENDED AND RESTATED CREDIT AGREEMENT (the “Amendment”)
is entered into as of this 29th day of July, 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
and the Intercreditor Agreement (each 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 to permit the Borrowers to (i) enter into the Second Lien Loan
Documents, pursuant to which the Second Lien Lenders will make certain loans to
Borrowers and (ii) grant to the Second Lien Agent, for the benefit of the
Second Lien Lenders a lien on, and security interest in, substantially all of
their assets and properties, all as more particularly described in the Second
Lien Loan Documents;


 


WHEREAS, Borrowers have
requested that Requisite Lenders consent to certain sale-leasebacks;


 


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


 


1.             Amendments.


 


(a)               The
definition of “Permitted Encumbrances” in Annex A of the Credit
Agreement is hereby amended by (i) deleting the language “and” from the end of
subpart “(k)” and inserting a comma “,” in place thereof, (ii) inserting the
word “and” at the end of subpart “(l)” thereof and (iii) adding the following
new subpart (m) at the end thereof:


 


“(m) Liens pursuant to
the Second Lien Loan Documents (as such term is defined in the Intercreditor
Agreement).”


 

















 


(b)               Annex
A of the Credit Agreement is hereby amended by adding in appropriate
alphabetical order the following new defined terms.


 


““Australian
Subsidiary” means each Subsidiary of any borrower organized under the laws of
Australia.


 


“Intercreditor
Agreement” means that certain Intercreditor Agreement dated as of
July 29, 2004 by and among First Lien Agent, the First Lien Lenders, the
Second Lien Agent, and the Second Lien Lenders (each as defined therein).


 


“Italian Subsidiary”
means each Subsidiary of any Borrower organized under the laws of Italy.


 


“Second Lien Note”
shall mean the secured note in the initial principal amount of $20,000,000
issued by the Borrowers to Credit Suisse First Boston, pursuant to the Second Lien
Loan Agreement (as such term is defined in the Intercreditor Agreement).


 


“South African
Subsidiary” means each Subsidiary of any Borrower organized under the laws
of South Africa.”


 


(c)               Section 6.2(k)  of the Credit Agreement is hereby amended
and restated as follows:


 


“(k) any Credit Party or
Foreign Subsidiary may make investments in any of its Foreign Subsidiaries
consisting of the conversion of intercompany loans (but not intercompany
accounts payable, except for $1,100,000 of intercompany accounts payable
owed by South African Subsidiaries) outstanding as of the Closing Date into
equity;”


 


(d)               Section 6.3(a)  of the Credit Agreement is hereby amended to
amend and restate subsection (ix) thereof as follows:


 


“(ix) Indebtedness of
Foreign Subsidiaries (excluding Capital Lease Obligations) in an aggregate
outstanding principal amount not to exceed $10,000,000 for Australian
Subsidiaries and $11,000,000 for all other Foreign Subsidiaries,”


 


(e)               Section 6.3(a)  of the Credit Agreement is hereby amended to
(i) delete the word “and” immediately preceding the phrase “(xii) obligation”
and in lieu thereof insert “,” and (ii) insert the following new
subsection (xiii) immediately at the end of such section:


 


 “(xiii) Indebtedness consisting of secured
Second Lien Debt of Borrowers to Second Lien Lenders (each as defined in the
Intercreditor Agreement) in an amount not to exceed $20,000,000 in an aggregate
principal amount; provided  that the Credit Parties shall use the
proceeds of such Indebtedness solely to repay a portion of the Revolving Loan”


 


(f)                Section 6.3(b)
of the Credit Agreement is hereby amended to (i) delete the word “and”
immediately preceding subsection “(v)” and in lieu thereof insert “;” and
(ii) insert the following new subsection (vi) immediately preceding the
final “.” of such section:


 


“(vi) prepayment of the
Second Lien Loan Obligations (as such term is defined in the Intercreditor
Agreement), provided that (a) no Event of Default has occurred and is
continuing, (b)


 


2

















 


Borrowing Availability
shall not be less that $20,000,000 (with all trade payables being paid current
other than those being contested in the ordinary course of business) after
giving effect to such prepayment and (c) Borrowers shall deliver to Agent
projections evidencing that Borrowing Availability shall continue to be not be
less than $20,000,000 (with all trade payables being paid current) at any time
during theone-year period immediately after giving effect to such prepayment.”


 


(g)               Section 6.7
of the Credit Agreement is hereby amended by (i) deleting the language “and”
from the end of subpart (d), (ii) amending and restating subparts (d) and (e)
and inserting the following new subpart (f) as follows:


 


“(d) Liens under any
conditional sale or other title retention agreements (including Capital Leases)
or in connection with purchase money Indebtedness with respect to Equipment and
Fixtures acquired by (i) any Credit Party in the ordinary course of business,
involving the incurrence of an aggregate amount of purchase money Indebtedness
and Capital Lease Obligations of not more than $23,000,000 outstanding at any
one time for all such Liens and (ii) any Foreign Subsidiary in the ordinary
course of business, involving the incurrence of an aggregate amount of purchase
money Indebtedness and Capital Lease Obligations of not more than $6,500,000
(excluding any sale-leaseback transaction permitted under Section 6.12)
outstanding at any one time for all such Liens; provided that, in each
case, such Liens attach only to the assets subject to such purchase money debt
and such Indebtedness is incurred within twenty (20) days following such
purchase and does not exceed 100% of the purchase price of the subject assets;
(e) other Liens securing Indebtedness not exceeding $250,000 in the aggregate
at any time outstanding, so long as such Liens do not attach to any Accounts or
Inventory; and (f) liens subordinated to Liens in favor of Agent for the
benefit of Lenders securing Indebtedness permitted by Section 6.3(a)(xiii)
hereof.”


 


(h)               Section 6.12
of the Credit is hereby amended and restated as follows:


 


“6.12  Sale-Leasebacks.  No Credit Party shall, or shall cause or
permit its Foreign Subsidiaries to, engage in any sale-leaseback or synthetic
lease transaction involving any of its assets, except for a sale-leaseback of
the Tecmo facility prior to the date hereof and additional such transactions
not in excess of $6,000,000 for Italian Subsidiaries, $2,000,000 for Australian
Subsidiaries and $2,000,000 for all other Foreign Subsidiaries.


 


(i)                The
Maximum Leverage Ratio numbers set forth in subsection (a)(iv) of Annex
F (Section 6.10) to the Credit Agreement are hereby amended and
restated in their entirety as follows:


 


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;


5.00 for the Fiscal
Quarter ending September 30, 2004;


4.75 for the Fiscal
Quarter ending December 31, 2004;


4.75 for the Fiscal
Quarter ending March 31, 2005;


4.50 for the Fiscal
Quarter ending June 30, 2005;


4.50 for the Fiscal
Quarter ending September 30, 2005;


4.25 for the Fiscal
Quarter ending December 31, 2005;


4.00 for the Fiscal
Quarter ending March 31, 2006;


4.00 for the Fiscal
Quarter ending June 30, 2006;


4.00 for the Fiscal
Quarter ending September 30, 2006; and


3.75 for each Fiscal
Quarter ending thereafter.


 


3

















 


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.             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.


 


(b)             execution and
delivery of the Intercreditor Agreement.


 


(c)             The Borrower shall
have paid to the Agent an amendment fee in the amount of $75,000.


 


(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.


 


4.             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.


 


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.


 


4

















 


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]


 


5

















 


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 & Chief Financial Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  THERMAL DYNAMICS
  CORPORATION

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  James H. Tate

  
	
   

  	
  Name:

  	
  James
  H. Tate

  
	
   

  	
  Title:

  	
  Senior
  Vice President & Chief Financial Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  TWECO PRODUCTS, INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  James H. Tate

  
	
   

  	
  Name:

  	
  James
  H. Tate

  
	
   

  	
  Title:

  	
  Senior
  Vice President & Chief Financial Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  VICTOR EQUIPMENT
  COMPANY

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  James H. Tate

  
	
   

  	
  Name:

  	
  James
  H. Tate

  
	
   

  	
  Title:

  	
  Senior
  Vice President & Chief Financial Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  C & G SYSTEMS, INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  James H. Tate

  
	
   

  	
  Name:

  	
  James
  H. Tate

  
	
   

  	
  Title:

  	
  Senior
  Vice President & Chief Financial Officer

  
							



 


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  STOODY COMPANY

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  James H. Tate

  
	
   

  	
  Name:

  	
  James
  H. Tate

  
	
   

  	
  Title:

  	
  Senior
  Vice President & Chief Financial Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  THERMAL ARC, INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  James H. Tate

  
	
   

  	
  Name:

  	
  James
  H. Tate

  
	
   

  	
  Title:

  	
  Senior
  Vice President & Chief Financial Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  THERMADYNE
  INTERNATIONAL CORP.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  James H. Tate

  
	
   

  	
  Name:

  	
  James
  H. Tate

  
	
   

  	
  Title:

  	
  Senior
  Vice President & Chief Financial Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  PROTIP CORPORATION

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  James H. Tate

  
	
   

  	
  Name:

  	
  James
  H. Tate

  
	
   

  	
  Title:

  	
  Senior
  Vice President & Chief Financial Officer

  
								



 


S-3

















 


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 7 hereof) in such capacity.


 


 


	
   

  	
  THERMADYNE HOLDINGS
  CORPORATION

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  James H. Tate

  
	
   

  	
  Name:

  	
  James
  H. Tate

  
	
   

  	
  Title:

  	
  Senior
  Vice President & Chief Financial Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  THERMADYNE RECEIVABLES,
  INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  James H. Tate

  
	
   

  	
  Name:

  	
  James
  H. Tate

  
	
   

  	
  Title:

  	
  Senior
  Vice President & Chief Financial Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  MECO HOLDING COMPANY

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  James H. Tate

  
	
   

  	
  Name:

  	
  James
  H. Tate

  
	
   

  	
  Title:

  	
  Senior
  Vice President & Chief Financial Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  C&G SYSTEMS
  HOLDING, INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  James H. Tate

  
	
   

  	
  Name:

  	
  James
  H. Tate

  
	
   

  	
  Title:

  	
  Senior
  Vice President & Chief Financial Officer

  
							



 


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 & Chief Financial Officer

  
					



 


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