**Exhibit 4.1**

 

**FOURTH AMENDMENT**

**to**

**SECOND AMENDED AND RESTATED CREDITAGREEMENT**

 

ThisFOURTH AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT (the “Amendment”),dated as of March 31, 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 have requested that RequisiteLenders amend and restate certain Financial Covenants;

 

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

 

### 1.             Amendmentand Restatement of Section (iv) of Clause (a) ofAnnex G.  Section (iv) of Clause (a) of Annex G of the CreditAgreement is hereby amended and restated in its entirety to read as set forthbelow:

###  

(iv)          MaximumLeverage Ratio.  Until such time asthe Second Lien Loan Obligations have been paid in full in accordance with Section 6.3(b)(vi) orrefinanced in accordance with Section 5.13 (provided,however, that if after such payment in full or refinancing, BorrowingAvailability is at any time less than $15,000,000 this Financial Covenant shallbe reinstated until the Commitment Termination Date), Holdings and itsSubsidiaries on a consolidated basis shall have, at the end of each FiscalQuarter set forth below, a Leverage Ratio as of the last day of such FiscalQuarter and for the 12-month period then ended of not more than the following:

 

----

 

5.00 for the Fiscal Quarterending December 31, 2003;

5.00 for the Fiscal Quarterending March 31, 2004;

5.00 for the Fiscal Quarterending June 30, 2004;

5.50 for the Fiscal Quarterending September 30, 2004;

6.18 for the Fiscal Quarterending December 31, 2004;

6.70 for the Fiscal Quarterending March 31, 2005;

6.60 for the Fiscal Quarterending June 30, 2005;

6.00 for the Fiscal Quarterending September 30, 2005;

5.15 for the Fiscal Quarterending December 31, 2005;

5.00 for the Fiscal Quarterending March 31, 2006; and

4.00 for each Fiscal Quarterending thereafter.”

 

### 2.             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.

####  

### 3.             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.

 

2

----

 

### 4.             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.

####  

### 5.             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.

###  

### 6.             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.

###  

### 7.             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.

###  

### 8.             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

----

 

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/ David L.  Dyckman |   |
|   | Name:                             |                                           | David L. Dyckman |   |
|   | Title:                            |  Executive  Vice President & CFO |   |
|   |                              |                                           |
|   | **THERMAL  DYNAMICS CORPORATION** |                                           |
|   |                              |                                           |
|   | By:                               |                                           | /s/ David L.  Dyckman |   |
|   | Name:                             |                                           | David L. Dyckman |   |
|   | Title:                            |  Executive  Vice President & CFO |   |
|   |                              |                                           |
|   | **TWECO  PRODUCTS, INC.**         |                                           |
|   |                              |                                           |
|   | By:                               |                                           | /s/ David L.  Dyckman |   |
|   | Name:                             |                                           | David L. Dyckman |   |
|   | Title:                            |  Executive  Vice President & CFO |   |
|   |                              |                                           |
|   | **VICTOR  EQUIPMENT COMPANY**     |                                           |
|   |                              |                                           |
|   | By:                               |                                           | /s/ David L.  Dyckman |   |
|   | Name:                             |                                           | David L. Dyckman |   |
|   | Title:                            |  Executive  Vice President & CFO |   |
|   |                              |                                           |
|   | **C &  G SYSTEMS, INC.** |                                           |
|   |                              |                                           |
|   | By:                               |                                           | /s/ David L.  Dyckman |   |
|   | Name:                             |                                           | David L. Dyckman |   |
|   | Title:                            |  Executive  Vice President & CFO |   |
|        |                                   |                                                |  |  |  |  |  |

 

----

 
|   | **STOODY  COMPANY**                  |                                           |
|--------|--------------------------------------|------------------------------------------------|
|   |                                 |                                           |
|   | By:                                  |                                           | /s/ David L.  Dyckman |   |
|   | Name:                                |                                           | David L. Dyckman |   |
|   | Title:                               |  Executive  Vice President & CFO |   |
|   |                                 |                                           |
|   | **THERMAL  ARC, INC.**               |                                           |
|   |                                 |                                           |
|   | By:                                  |                                           | /s/ David L.  Dyckman |   |
|   | Name:                                |                                           | David L. Dyckman |   |
|   | Title:                               |  Executive  Vice President & CFO |   |
|   |                                 |                                           |
|   | **THERMADYNE  INTERNATIONAL CORP.**  |                                           |
|   |                                 |                                           |
|   | By:                                  |                                           | /s/ David L.  Dyckman |   |
|   | Name:                                |                                           | David L. Dyckman |   |
|   | Title:                               |  Executive  Vice President & CFO |   |
|   |                                 |                                           |
|   | **PROTIP  CORPORATION**              |                                           |
|   |                                 |                                           |
|   | By:                                  |                                           | /s/ David L.  Dyckman |   |
|   | Name:                                |                                           | David L. Dyckman |   |
|   | Title:                               |  Executive  Vice President & CFO |   |
|   |                                 |                                           |
|   | **THERMADYNE  HOLDINGS CORPORATION** |                                           |
|   |                                 |                                           |
|   | By:                                  |                                           | /s/ David L.  Dyckman |   |
|   | Name:                                |                                           | David L. Dyckman |   |
|   | Title:                               |  Executive  Vice President & CFO |   |
|   |                                 |                                           |
|   | **MECO  HOLDING COMPANY**            |                                           |
|   |                                 |                                           |
|   | By:                                  |                                           | /s/ David L.  Dyckman |   |
|   | Name:                                |                                           | David L. Dyckman |   |
|   | Title:                               |  Executive  Vice President & CFO |   |
|   |                                 |                                           |
|   | **C&G  SYSTEMS HOLDING, INC.**   |                                           |
|   |                                 |                                           |
|   | By:                                  |                                           | /s/ David L.  Dyckman |   |
|   | Name:                                |                                           | David L. Dyckman |   |
|   | Title:                               |  Executive  Vice President & CFO |   |
|        |                                      |                                                |  |  |  |  |  |

 

----

 
|   | **THERMADYNE  AUSTRALIA PTY LTD.**              |                                           |
|--------|-------------------------------------------------|------------------------------------------------|
|   |                                            |                                           |
|   | By:                                             |                                           | /s/ David L.  Dyckman |   |
|   | Name:                                           |                                           | David L. Dyckman |   |
|   | Title:                                          |  Executive  Vice President & CFO |   |
|   |                                            |                                           |
|   | **DUXTECH  PTY LTD.**                           |                                           |
|   |                                            |                                           |
|   | By:                                             |                                           | /s/ David L.  Dyckman |   |
|   | Name:                                           |                                           | David L. Dyckman |   |
|   | Title:                                          |  Executive  Vice President & CFO |   |
|   |                                            |                                           |
|   | **CIGWELD  PTY LTD.**                           |                                           |
|   |                                            |                                           |
|   | By:                                             |                                           | /s/ David L.  Dyckman |   |
|   | Name:                                           |                                           | David L. Dyckman |   |
|   | Title:                                          |  Executive  Vice President & CFO |   |
|   |                                            |                                           |
|   | **QUETALA  PTY. LTD.**                          |                                           |
|   |                                            |                                           |
|   | By:                                             |                                           | /s/ David L.  Dyckman |   |
|   | Name:                                           |                                           | David L. Dyckman |   |
|   | Title:                                          |  Executive  Vice President & CFO |   |
|   |                                            |                                           |
|   | **QUETACK  PTY. LTD.**                          |                                           |
|   |                                            |                                           |
|   | By:                                             |                                           | /s/ David L.  Dyckman |   |
|   | Name:                                           |                                           | David L. Dyckman |   |
|   | Title:                                          |  Executive  Vice President & CFO |   |
|   |                                            |                                           |
|   | **THERMADYNE  WELDING PRODUCTS CANADA LIMITED** |                                           |
|   |                                            |                                           |
|   | By:                                             |                                           | /s/ David L.  Dyckman |   |
|   | Name:                                           |                                           | David L. Dyckman |   |
|   | Title:                                          |  Executive  Vice President & CFO |   |
|   |                                            |                                           |
|   | **THERMADYNE  INDUSTRIES LIMITED**              |                                           |
|   |                                            |                                           |
|   | By:                                             |                                           | /s/ David L.  Dyckman |   |
|   | Name:                                           |                                           | David L. Dyckman |   |
|   | Title:                                          |  Executive  Vice President & CFO |   |
|        |                                                 |                                                |  |  |  |  |  |

 

----