**Exhibit 4.5**

 

**SIXTH AMENDMENT**

**to**

**AMENDED AND RESTATED CREDIT AGREEMENT**

 

ThisSIXTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (the “Amendment”),effective as of the 27th day of July, 2005, by and among THERMADYNE INDUSTRIES,INC., a Delaware corporation (“Industries”), THERMAL DYNAMICSCORPORATION, a Delaware corporation (“Dynamics”), TWECO PRODUCTS, INC.,a Delaware corporation (“Tweco”), VICTOR EQUIPMENT COMPANY, a Delawarecorporation (“Victor”), C & G SYSTEMS, INC., an Illinoiscorporation (“C & G”), STOODY COMPANY, a Delaware corporation (“Stoody”),THERMAL ARC, INC., a Delaware corporation (“Thermal Arc”), PROTIPCORPORATION, a Missouri corporation (“ProTip”), THERMADYNE INTERNATIONALCORP., a Delaware corporation (“International”, and collectively withProTip, Thermal Arc, Stoody, C & G, Victor, Tweco, Dynamics andIndustries, the “Borrowers”), the other persons designated as CreditParties on the signature pages hereof, GENERAL ELECTRIC CAPITALCORPORATION, a Delaware corporation (“Agent”) and the Persons signatorythereto from time to time as Lenders. Unless otherwise specified herein, capitalized terms used in thisAmendment shall have the meanings ascribed to them in Annex A tothe Credit Agreement and the Intercreditor Agreement (each as hereinafterdefined).

 

RECITALS

 

WHEREAS, the Borrowers, the Credit Parties, Agent andLenders have entered into that certain Amended and Restated Credit Agreementdated as of February 5, 2004 (as further amended, supplemented, restatedor otherwise modified from time to time, the “Credit Agreement” ); and

 

WHEREAS, the Borrowers have requested that RequisiteLenders amend certain provisions of the Credit Agreement to, among otherthings, amend and restate the Financial Covenants;

 

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

 

### 1.                                       Amendmentto Section 5.  Section 5 ofthe Credit Agreement is hereby amended by adding the following new Section 5.14:

###  

“Section 5.14.   If onany day (the “Shortfall Day”) Borrowing Availability is less than$10,000,000, Borrower shall deliver to Agent within 15 days after the ShortfallDay a 13-week availability forecast report (provided, that no more than onesuch forecast report shall be required for more than one Shortfall Day duringany period of 30 consecutive days), in form and substance reasonably acceptableto Agent, for the 13-week period beginning on the Shortfall Day.”

 

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### 2.                                       Amendmentand Restatement of Annex F.  Annex Fof the Credit Agreement is hereby amended and restated in its entirety to readas provided on Exhibit F attached hereto.

###  

### 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 Amendmentshall be effective upon the following (all in form and substance satisfactoryto Agent):

###  

#### (a)                                        executionand delivery of this Amendment by the Requisite Lenders and the Credit Parties;and

####  

#### (b)                                       theAgent shall have received, for the ratable benefit of the Lenders, payment ofan amendment fee in an amount equal to $5,000, (which shall be fully earned andpayable as of the date hereof); and

####  

#### (c)                                        paymentin full of all fees, costs and expenses, including the reasonable fees, costsand expenses of counsel or other advisors for advice, assistance, or otherrepresentation in connection with this Amendment, as provided in Section 11.3(a) ofthe 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 Partiessignatory hereto hereby reaffirm their Guaranties of the Obligations, takinginto 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.

 
|   | LENDERS:                  |
|--------|---------------------------|
|   |                      |   |
|   | GENERAL ELECTRIC  CAPITAL |
|   | CORPORATION,              |
|   | as Agent and  Lender      |
|   |                      |   |
|   | By:                       | /s/ Dennis W. Cloud |   |
|   |                      | Duly Authorized Signatory |   |

 

S-1

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|   | BORROWERS:                    |
|--------|-------------------------------|
|   |                          |
|   | 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 |   |
|        |                               |  |  |  |  |

 

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|   | 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 |
|        |                                 |  |  |  |  |

 

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The following Persons are signatories to thisAmendment in their capacity as Credit Parties and not as Borrowers andacknowledge and agree to the foregoing (including, without limitation, Section 7hereof) in such capacity.

 
|   | THERMADYNE  HOLDINGS CORPORATION |
|--------|----------------------------------|
|   |                             |   |
|   | By:                              | /s/ David L. Dyckman |   |
|   | Name:                            | David L. Dyckman |   |
|   | Title:                           |   Executive  Vice President & CFO |   |
|   |                             |   |
|   | THERMADYNE  RECEIVABLES, INC.    |
|   |                             |   |
|   | 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 |   |
|        |                                  |  |  |  |  |

 

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Thefollowing Persons is signatory to this Agreement in its capacity as a CreditParty solely with respect to Section 6 of the Credit Agreement andnot as a Borrower.

 

 
|   | THERMADYNE  WELDING PRODUCTS  CANADA LTD. |
|--------|-------------------------------------------|
|   |                                      |   |
|   | By:                                       | /s/ David L. Dyckman |   |
|   | Name:                                     | David L. Dyckman |   |
|   | Title:                                    |   Executive  Vice President & CFO |   |
|        |                                           |  |  |  |  |  |

 

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EXHIBIT F

 

**AMENDED AND RESTATED ANNEX F (Section 6.10)**

**to**

**CREDIT AGREEMENT**

 

**FINANCIAL COVENANTS**

 

(a)                                  FinancialCovenants. Borrowers shall not breach or fail to comply with any of thefollowing financial covenants, each of which shall be calculated in accordancewith GAAP consistently applied:

 

(i)                                     MaximumCapital Expenditures.  Holdings andits Subsidiaries on a consolidated basis shall not make Capital Expendituresduring the following periods that exceed in the aggregate the amounts set forthopposite each of such periods:

 
| **Period**        | ** ** | **Maximum Capital Expenditures  per Period** | ** ** |
|-------------------|------------|----------------------------------------------|------------|
|              |       |                                         |       |
| Fiscal Year 2003; |       |                                         | $          | 18,000,000 |   |   |
| Fiscal Year 2004; |       |                                         | $          | 17,000,000 |   |   |
| Fiscal Year 2005; |       |                                         | $          | 17,000,000 |   |   |
| Fiscal Year 2006; |       |                                         | $          | 18,000,000 |   |   |
| Fiscal Year 2007; |       |                                         | $          | 18,000,000 |   |   |
| Fiscal Year 2008; |       |                                         | $          | 18,000,000 |   |   |

 

; provided, however, that the amount ofpermitted Capital Expenditures referenced above will be increased in any periodby the positive amount equal to the lesser of (i) 50% of the amount ofpermitted Capital Expenditures for the immediately prior period, and (ii) theamount (if any), equal to the difference obtained by taking the CapitalExpenditures limit specified above for the immediately prior period minusthe actual amount of any Capital Expenditures expended during such prior period(the “Carry Over Amount”), and for purposes of measuring complianceherewith, the Carry Over Amount shall be deemed to be the last amount spent onCapital Expenditures in that succeeding year; provided, further,that the amount of Capital Expenditures for Fiscal Year 2003 and Fiscal Year2004 shall not include up to $5,500,000 of Capital Expenditures made inconnection with the expansion of the real property located in Denton, Texas tothe extent financed with a Capital Lease.

 

(ii) MinimumFixed Charge Coverage Ratio. Holdings and its Subsidiaries shall have on a consolidated basis at theend of each Fiscal Quarter, a Fixed Charge Coverage Ratio for the 12-monthperiod then ended of not less than the following:

 

1.10 for the Fiscal Quarter ending December 31,2003;

1.10 for the Fiscal Quarter ending March 31,2004;

1.05 for the Fiscal Quarter ending June 30, 2004;

1.00 for the Fiscal Quarter ending September 30,2004;

0.90 for the Fiscal Quarter ending December 31,2004;

0.85 for the Fiscal Quarter ending March 31,2005;

 

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0.90 for the Fiscal Quarter ending June 30, 2004;

0.95 for the Fiscal Quarter ending September 30,2005;

1.00 for the Fiscal Quarter ending December 31,2005;

1.05 for the Fiscal Quarter ending March 31,2006; and

1.10 for each Fiscal Quarter ending thereafter.

 

(iii)                               MinimumEBITDA.  Until such time as theSecond Lien Loan Obligations have been paid in full in accordance with Section 6.3(b)(vi) orrefinanced in accordance with Section 5.13, Holdings and itsSubsidiaries on a consolidated basis shall have, at the end of each FiscalQuarter set forth below, EBITDA for the 12-month period then ended of not lessthan the following:

 
| **Period**                                                                                  | ** ** | **EBITDA** | ** ** |
|---------------------------------------------------------------------------------------------|------------|------------|------------|
|                                                                                        |       |       |       |
| Fiscal Quarter ending December 31, 2003                                                |       | $          | 48,000,000 |   |
| Fiscal Quarter ending March 31, 2004                                                   |       | $          | 46,500,000 |   |
| Fiscal Quarter ending June 30, 2004                                                    |       | $          | 47,600,000 |   |
| Fiscal Quarter ending September 30, 2004                                               |       | $          | 47,000,000 |   |
| Fiscal Quarter ending December 31, 2004                                                |       | $          | 41,500,000 |   |
| Fiscal Quarter ending March 31, 2005                                                   |       | $          | 39,000,000 |   |
| Fiscal Quarter ending June 30, 2005                                                    |       | $          | 37,000,000 |   |
| Fiscal Quarter ending September 30, 2005                                               |       | $          | 42,000,000 |   |
| Fiscal Quarter ending December 31, 2005                                                |       | $          | 47,000,000 |   |
| Fiscal Quarter ending March 31, 2006                                                   |       | $          | 49,000,000 |   |
| Fiscal Quarter ending June 30, 2006                                                    |       | $          | 57,600,000 |   |
| Fiscal Quarter ending September 30, 2006                                               |       | $          | 59,760,000 |   |
| Fiscal Quarter ending December 31, 2006                                                |       | $          | 61,070,000 |   |
| 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 and for  each Fiscal Quarter ending thereafter |       | $          | 63,500,000 |   |

 

(iv)                              (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:

 

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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;

5.53 for the Fiscal Quarter ending September 30,2004;

6.18 for the Fiscal Quarter ending December 31,2004;

6.70 for the Fiscal Quarter ending March 31,2005;

7.08 for the Fiscal Quarter ending June 30, 2005;

6.00 for the Fiscal Quarter ending September 30,2005;

5.15 for the Fiscal Quarter ending December 31,2005;

5.00 for the Fiscal Quarter ending March 31,2006; and

4.00 for each Fiscal Quarter ending thereafter.

 

(b)                                 EnhancedFinancial Covenants:

 

(i)                                     MinimumFixed Charge Coverage Ratio. Holdings and its Subsidiaries shall have, on a consolidated basis, aFixed Charge Coverage Ratio for the 12-month period ending April 30, 2004of not less than 1.25.

 

(ii)                                  MinimumEBITDA. Holdings and its Subsidiaries shall have, on a consolidated basis,EBITDA for the 12-month period ending April 30, 2004 of not less than$51,000,000.

 

(iii)                               Maximum Leverage Ratio.  Holdings and its Subsidiaries shall have, ona consolidated basis, a Leverage Ratio for the 12-month period ending April 30,2004 of not more than 4.25.

 

Unless otherwise specifically provided herein, anyaccounting term used in the Agreement shall have the meaning customarily givensuch term in accordance with GAAP, and all financial computations hereundershall be computed in accordance with GAAP consistently applied.  That certain items or computations are explicitlymodified by the phrase “in accordance with GAAP” shall in no way be construedto limit the foregoing.  If any “AccountingChanges” (as defined below) occur and such changes result in a change in thecalculation of the financial covenants, standards or terms used in theAgreement or any other Loan Document, then Borrowers, Agent and Lenders agreeto enter into negotiations in order to amend such provisions of the Agreementso as to equitably reflect such Accounting Changes with the desired result thatthe criteria for evaluating Borrowers’ and their Subsidiaries’ financialcondition shall be the same after such Accounting Changes as if such AccountingChanges had not been made; provided, however, that the agreementof Requisite Lenders to any required amendments of such provisions shall be sufficientto bind all Lenders.  “AccountingChanges” means (i) changes in accounting principles required by thepromulgation of any rule, regulation, pronouncement or opinion by the FinancialAccounting Standards Board of the American Institute of Certified PublicAccountants (or successor thereto or any agency with similar functions); (ii) changesin accounting principles concurred in by any Borrower’s certified publicaccountants; (iii) purchase accounting adjustments under A.P.B. 16 or 17and EITF 88-16, and the application of the accounting principles set forth inFASB 109, including the establishment of reserves pursuant

 

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thereto and any subsequent reversal (in whole or inpart) of such reserves; and (iv) the reversal of any reserves establishedas a result of purchase accounting adjustments. All such adjustments resulting from expenditures made subsequent to theClosing Date (including capitalization of costs and expenses or payment ofpre-Closing Date liabilities) shall be treated as expenses in the period theexpenditures are made and deducted as part of the calculation of EBITDA in suchperiod.  If Agent, Borrowers andRequisite Lenders agree upon the required amendments, then after appropriateamendments have been executed and the underlying Accounting Change with respectthereto has been implemented, any reference to GAAP contained in the Agreementor in any other Loan Document shall, only to the extent of such AccountingChange, refer to GAAP, consistently applied after giving effect to the implementationof such Accounting Change.  If Agent,Borrowers and Requisite Lenders cannot agree upon the required amendmentswithin thirty (30) days following the date of implementation of any AccountingChange, then all Financial Statements delivered and all calculations offinancial covenants and other standards and terms in accordance with theAgreement and the other Loan Documents shall be prepared, delivered and madewithout regard to the underlying Accounting Change.  For purposes of Section 8.1, abreach of a Financial Covenant contained in this Annex F shall be deemedto have occurred as of any date of determination by Agent or as of the last dayof any specified measurement period, regardless of when the FinancialStatements reflecting such breach are delivered to Agent.

 

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