**Exhibit 4.3**

 

**FIFTH AMENDMENT**

**to**

**SECOND AMENDED AND RESTATED CREDITAGREEMENT**

 

ThisFIFTH AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT (the “Amendment”),dated as of July 1, 2005, by and among THERMADYNE INDUSTRIES, INC., aDelaware corporation (“Industries”), THERMAL DYNAMICS CORPORATION, aDelaware corporation (“Dynamics”), TWECO PRODUCTS, INC., a Delawarecorporation (“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, aMissouri corporation (“ProTip”), THERMADYNE INTERNATIONAL CORP., aDelaware 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 thesignature pages hereof, GENERAL ELECTRIC CAPITAL CORPORATION, a Delawarecorporation (“Agent”) and the Persons signatory thereto from time totime as Lenders.  Unless otherwisespecified herein, capitalized terms used in this Amendment shall have themeanings ascribed to them in Annex A to the Credit Agreement (ashereinafter defined).

 

RECITALS

 

WHEREAS, the Borrowers, the Credit Parties, Agent andLenders have entered into that certain Second Amended and Restated CreditAgreement dated as of November 22, 2004 (as further amended, supplemented,restated or otherwise modified from time to time, the “Credit Agreement”); and

 

WHEREAS, the Borrowers and Agent have agreed tocertain amendments as set forth herein;

 

NOW THEREFORE, in consideration of the mutualexecution hereof and other good and valuable consideration, the parties heretoagree as follows:

 

### 1.             Amendmentto Section 6.17.  Section 6.17of the Credit Agreement is hereby amended and restated in its entirety to readas follows:

###  

“6.17  RealEstate Purchases.  No Credit Partyshall purchase a fee simple ownership interest in Real Estate with an aggregatepurchase price in excess of $500,000 (except for the purchase of that certainresidential property located at 1056 Greystone Manor Parkway, Chesterfield,Missouri 63005, for up to $810,000 by Holdings; provided, however, that suchproperty is sold by August 31, 2005 for the same purchase price paid by Holdings).”

 

### 2.             Supplement to Schedule 3.8.  Schedule 3.8 of the Credit Agreement ishereby supplemented to add the information as provided on Schedule 3.8attached hereto.

 

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### 3.             Representationsand Warranties of Credit Parties. The Credit Parties represent and warrant that:

###  

#### (a)           theexecution, delivery and performance by the Credit Parties of this Amendmenthave been duly authorized by all necessary corporate action required on itspart and this Amendment is a legal, valid and binding obligation of the CreditParties enforceable against the Credit Parties in accordance with its termsexcept as the enforcement thereof may be subject to (i) the effect of anyapplicable bankruptcy, insolvency, reorganization, moratorium or similar lawsaffecting creditors’ rights generally and (ii) general principles ofequity (regardless of whether enforcement is sought in a proceeding in equityor at law); and

####  

#### (b)           aftergiving effect to this Amendment, each of the representations and warrantiescontained in the Credit Agreement is true and correct in all material respectson and as of the date hereof as if made on the date hereof, except to theextent that such representations and warranties expressly relate to an earlierdate.

####  

### 4.             ConditionsTo Effectiveness. This Amendment shall be effective upon the following (all in form andsubstance satisfactory to Agent):

###  

#### (a)           execution and deliveryof this Amendment by the Requisite Lenders and the Credit Parties; and

 

#### (b)           theAgent shall have received a copy of a fully executed and delivered amendment,in form and substance reasonably satisfactory to Agent, to that certain SecondLien Credit Agreement, dated as of July 29, 2004 (the “SCIL Agreement”),by and among the Borrowers, Credit Suisse First Boston and the other Personssignatory thereto; and

####  

#### (c)           payment in full of all fees, costs and expenses, includingthe reasonable fees, costs and expenses of counsel or other advisors foradvice, assistance, or other representation in connection with this Amendment,as provided in Section 11.3(a) of the Credit Agreement.

####  

### 5.             ReferenceTo And Effect Upon The Credit Agreement.

###  

#### (a)           TheCredit Agreement and the other Loan Documents shall remain in full force andeffect, as amended hereby, and are hereby ratified and confirmed.

####  

#### (b)           Theexecution, delivery and effectiveness of this Amendment shall not operate as awaiver of any right, power or remedy of Agent or any Lender under the CreditAgreement or any Loan Document, nor constitute a waiver or amendment of anyprovision of the Credit Agreement or any Loan Document, except as specificallyset forth herein.  Upon the effectivenessof this Amendment, each reference in the Credit Agreement to “this CreditAgreement,” “hereunder,”  “hereof,” “herein”or words of similar import shall mean and be a reference to the CreditAgreement as amended hereby.

 

2

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### 6.             GoverningLaw.  THIS AMENDMENT SHALL BEGOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS (AS OPPOSED TOCONFLICTS OF LAWS PROVISIONS) OF THE STATE OF NEW YORK.

###  

### 7.             Headings.  Section headings in this Amendment areincluded herein for convenience of reference only and shall not constitute apart of this Amendment for any other purposes.

###  

### 8.             Counterparts.  This Amendment may be executed in any numberof counterparts, each of which when so executed shall be deemed an original,but all such counterparts shall constitute one and the same instrument.

###  

### 9.             Reaffirmationof Guaranties.  The Credit Parties signatory hereto hereby reaffirm their Guaranties of theObligations, taking into account the provisions of this Amendment.

 

[Signature pages follow]

 

3

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IN WITNESSWHEREOF, the parties hereto have executed and delivered this Amendment as ofthe date first written above.

 
|   | LENDER:                           |
|--------|-----------------------------------|
|   |                              |
|   | **GENERAL  ELECTRIC CAPITAL**     |
|   | **CORPORATION,**                  |
|   | as Agent and  Lender              |
|   |                              |
|   | By:                               | /s/ Dennis W. Cloud |   |
|   | Duly Authorized Signatory         |   |
|   |                              |
|   |                              |
|   | CREDIT PARTIES:                   |
|   |                              |
|   | **THERMADYNE  INDUSTRIES, INC.**  |
|   |                              |
|   | By:                               |   | /s/ Patricia S. Williams |   |
|   | Name:                             |   | Patricia S. Williams |   |
|   | Title:                            |  VP, Secretary & General Counsel |   |
|   |                              |
|   |                              |
|   | **THERMAL  DYNAMICS CORPORATION** |
|   |                              |
|   | By:                               |   | /s/ Patricia S. Williams |   |
|   | Name:                             |   | Patricia S. Williams |   |
|   | Title:                            |  VP, Secretary & General Counsel |   |
|   |                              |
|   | **TWECO  PRODUCTS, INC.**         |
|   |                              |
|   | By:                               |   | /s/ Patricia S. Williams |   |
|   | Name:                             |   | Patricia S. Williams |   |
|   | Title:                            |  VP, Secretary & General Counsel |   |
|   |                              |
|   | **VICTOR  EQUIPMENT COMPANY**     |
|   |                              |
|   | By:                               |   | /s/ Patricia S. Williams |   |
|   | Name:                             |   | Patricia S. Williams |   |
|   | Title:                            |  VP, Secretary & General Counsel |   |
|   |                              |
|   | **C &  G SYSTEMS, INC.** |
|   |                              |
|   | By:                               |   | /s/ Patricia S. Williams |   |
|   | Name:                             |   | Patricia S. Williams |   |
|   | Title:                            |  VP, Secretary & General Counsel |   |
|        |                                   |  |  |  |  |  |  |  |

 

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|   | **STOODY  COMPANY**                  |
|--------|--------------------------------------|
|   |                                 |
|   | By:                                  |   | /s/ Patricia S. Williams |   |
|   | Name:                                |   | Patricia S. Williams |   |
|   | Title:                               |  VP, Secretary & General Counsel |   |
|   |                                 |
|   | **THERMAL  ARC, INC.**               |
|   |                                 |
|   | By:                                  |   | /s/ Patricia S. Williams |   |
|   | Name:                                |   | Patricia S. Williams |   |
|   | Title:                               |  VP, Secretary & General Counsel |   |
|   |                                 |
|   | **THERMADYNE  INTERNATIONAL CORP.**  |
|   |                                 |
|   | By:                                  |   | /s/ Patricia S. Williams |   |
|   | Name:                                |   | Patricia S. Williams |   |
|   | Title:                               |  VP, Secretary & General Counsel |   |
|   |                                 |
|   | **PROTIP  CORPORATION**              |
|   |                                 |
|   | By:                                  |   | /s/ Patricia S. Williams |   |
|   | Name:                                |   | Patricia S. Williams |   |
|   | Title:                               |  VP, Secretary & General Counsel |   |
|   |                                 |
|   | **THERMADYNE  HOLDINGS CORPORATION** |
|   |                                 |
|   | By:                                  |   | /s/ Patricia S. Williams |   |
|   | Name:                                |   | Patricia S. Williams |   |
|   | Title:                               |  VP, Secretary & General Counsel |   |
|   |                                 |
|   | **MECO  HOLDING COMPANY**            |
|   |                                 |
|   | By:                                  |   | /s/ Patricia S. Williams |   |
|   | Name:                                |   | Patricia S. Williams |   |
|   | Title:                               |  VP, Secretary & General Counsel |   |
|   |                                 |
|   | **C&G  SYSTEMS HOLDING, INC.**   |
|   | ** **                           |
|   | By:                                  |   | /s/ Patricia S. Williams |   |
|   | Name:                                |   | Patricia S. Williams |   |
|   | Title:                               |  VP, Secretary & General Counsel |   |
|        |                                      |  |  |  |  |  |  |

 

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|   | **THERMADYNE  AUSTRALIA PTY LTD.**               |
|--------|--------------------------------------------------|
|   |                                             |
|   | By:                                              |   | /s/ Patricia S. Williams |   |
|   | Name:                                            |   | Patricia S. Williams |   |
|   | Title:                                           |  VP, Secretary & General Counsel |   |
|   |                                             |
|   | **DUXTECH  PTY LTD.**                            |
|   |                                             |
|   | By:                                              |   | /s/ Patricia S. Williams |   |
|   | Name:                                            |   | Patricia S. Williams |   |
|   | Title:                                           |  VP, Secretary & General Counsel |   |
|   |                                             |
|   | **CIGWELD  PTY LTD.**                            |
|   |                                             |
|   | By:                                              |   | /s/ Patricia S. Williams |   |
|   | Name:                                            |   | Patricia S. Williams |   |
|   | Title:                                           |  VP, Secretary & General Counsel |   |
|   |                                             |
|   | **QUETALA  PTY. LTD.**                           |
|   |                                             |
|   | By:                                              |   | /s/ Patricia S. Williams |   |
|   | Name:                                            |   | Patricia S. Williams |   |
|   | Title:                                           |  VP, Secretary & General Counsel |   |
|   |                                             |
|   | **QUETACK  PTY. LTD.**                           |
|   |                                             |
|   | By:                                              |   | /s/ Patricia S. Williams |   |
|   | Name:                                            |   | Patricia S. Williams |   |
|   | Title:                                           |  VP, Secretary & General Counsel |   |
|   |                                             |
|   | **THERMADYNE  WELDING PRODUCTS  CANADA LIMITED** |
|   |                                             |
|   | By:                                              |   | /s/ Patricia S. Williams |   |
|   | Name:                                            |   | Patricia S. Williams |   |
|   | Title:                                           |  VP, Secretary & General Counsel |   |
|   |                                             |
|   | **THERMADYNE  INDUSTRIES LIMITED**               |
|   | ** **                                       |
|   | By:                                              |   | /s/ Patricia S. Williams |   |
|   | Name:                                            |   | Patricia S. Williams |   |
|   | Title:                                           |  VP, Secretary & General Counsel |   |
|        |                                                  |  |  |  |  |  |  |

 

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**SCHEDULE 3.8**

 

**SUPPLEMENT TO SCHEDULE 3.8**

**to**

**CREDIT AGREEMENT**

 
| **Legal  Name**                                                                    | ** ** | **Jurisdiction of  Organization** | ** ** | **# of Authorized  Shares by Class** | ** ** | **# of  Outstanding  Shares by  Class** | ** ** | **% Ownership of Outstanding  Shares**   |
|------------------------------------------------------------------------------------|------------|-----------------------------------|------------|--------------------------------------|------------|-----------------------------------------|------------|------------------------------------------|
| Ningbo  Thermadyne Cutting & Welding Equipment Manufacturing Company, LTD |       | People’s Republic of  China  |       | n/a                                  |       | n/a                                     |       | 100% by Thermadyne  Holdings Corporation |

 

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