**Exhibit 4.1**

 

**FOURTH AMENDMENT**

**to**

**AMENDED AND RESTATED CREDIT AGREEMENT**

 

This FOURTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (the “Amendment”),effective as of the 30th day of September, 2004, by and amongTHERMADYNE INDUSTRIES, INC., a Delaware corporation (“Industries”),THERMAL DYNAMICS CORPORATION, a Delaware corporation (“Dynamics”), TWECOPRODUCTS, INC., a Delaware corporation (“Tweco”), VICTOR EQUIPMENTCOMPANY, a Delaware corporation (“Victor”), C & G SYSTEMS, INC., anIllinois corporation (“C & G”), STOODY COMPANY, a Delawarecorporation (“Stoody”), THERMAL ARC, INC., a Delaware corporation (“ThermalArc”), 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 designatedas Credit Parties 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 and Lenders have entered into that certain Amended and Restated CreditAgreement 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 thatRequisite Lenders amend certain provisions of the Credit Agreement to, amongother things, 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 6.3(a). Section 6.3(a) of the Credit Agreement is hereby amendedto amend and restate subsection (ix) thereof as follows:

###  

#### “(ix)Indebtedness of Foreign Subsidiaries (excluding Capital Lease Obligations) inan aggregate outstanding principal amount not to exceed $15,000,000,”

####  

### 2.             Amendmentto Section 5.9.  Section 5.9 of theCredit Agreement is hereby amended by replacing “$75,000” in each of the twoplaces therein appearing with the amount “$100,000”.

###  

### 3.             Amendmentand Restatement of Annex F.  Annex Fof the Credit Agreement is amended and restated in its entirety to read asprovided on Exhibit F attached hereto.

 

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### 4.             Representationsand 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 dulyauthorized by all necessary corporate action required on its part and thisAmendment is a legal, valid and binding obligation of the Credit Partiesenforceable against the Credit Parties in accordance with its terms except asthe 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 whetherenforcement is sought in a proceeding in equity or at law); and

####  

#### (b)              after giving effectto this Amendment, each of the representations and warranties contained in theCredit Agreement is true and correct in all material respects on and as of thedate hereof as if made on the date hereof, except to the extent that suchrepresentations and warranties expressly relate to an earlier date.

####  

### 5.             ConditionsTo Effectiveness.  This Amendmentshall be effective upon the following (all in form and substance satisfactoryto Agent):

###  

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

####  

#### (b)             the Agent shall havereceived a copy of a fully executed and delivered amendment, in form andsubstance reasonably satisfactory to Agent, to that certain Second Lien CreditAgreement, dated as of July 29, 2004, by and among the Borrowers, Credit SuisseFirst Boston and the other Persons signatory thereto.

####  

#### (c)             payment in full ofall fees, costs and expenses, including the reasonable fees, costs and expensesof counsel or other advisors for advice, assistance, or other representation inconnection with this Amendment, as provided in Section 11.3(a) of theCredit Agreement.

####  

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

###  

#### (a)               The CreditAgreement 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 ofany right, power or remedy of Agent or any Lender under the Credit Agreement orany Loan Document, nor constitute a waiver or amendment of any provision of theCredit Agreement or any Loan Document, except as specifically set forthherein.  Upon the effectiveness of thisAmendment, each reference in the Credit Agreement to “this Credit Agreement,” “hereunder,”  “hereof,” “herein” or words of similar importshall mean and be a reference to the Credit Agreement as amended hereby.

 

2

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### 7.             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.

###  

### 8.             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.

###  

### 9.             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.

###  

### 10.           Reaffirmationof Guaranties.  The Credit Partiessignatory hereto hereby reaffirm their Guaranties of the Obligations, takinginto account the provisions of this Amendment.

 

 

[Signaturepages 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      |
|   |                     |
|   |                     | /s/ Dennis W. Cloud |   |
|   |                     |
|   | By:                      |   | Dennis W. Cloud |   |
|   |                     | Duly Authorized Signatory |
|        |                          |  |  |  |

 

S-1

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|   | BORROWERS:                   |
|--------|------------------------------|
|   |                         |
|   | THERMADYNE INDUSTRIES, INC.  |
|   |                         |   |
|   | By:                          |   | /s/ James H. Tate |
|   | Name:                        |   | James H. Tate |
|   | Title:                       |   | Senior Vice President and CFO |
|   |                         |   |
|   |                         |
|   | THERMAL DYNAMICS CORPORATION |
|   |                         |   |
|   | By:                          |   | /s/ James H. Tate |
|   | Name:                        |   | James H. Tate |
|   | Title:                       |   | Senior Vice President and CFO |
|   |                         |   |
|   |                         |
|   | TWECO PRODUCTS, INC.         |
|   |                         |   |
|   | By:                          |   | /s/ James H. Tate |
|   | Name:                        |   | James H. Tate |
|   | Title:                       |   | Senior Vice President and CFO |
|   |                         |   |
|   |                         |
|   | VICTOR EQUIPMENT COMPANY     |
|   |                         |   |
|   | By:                          |   | /s/ James H. Tate |
|   | Name:                        |   | James H. Tate |
|   | Title:                       |   | Senior Vice President and CFO |
|   |                         |   |
|   |                         |
|   | C & G SYSTEMS, INC.      |
|   |                         |   |
|   | By:                          |   | /s/ James H. Tate |
|   | Name:                        |   | James H. Tate |
|   | Title:                       |   | Senior Vice President and CFO |
|        |                              |  |  |  |  |

 

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|   | STOODY COMPANY                 |
|--------|--------------------------------|
|   |                           |   |
|   | By:                            |   | /s/ James H. Tate |
|   | Name:                          |   | James H. Tate |
|   | Title:                         |   | Senior Vice President and CFO |
|   |                           |   |
|   |                           |
|   | THERMAL ARC, INC.              |
|   |                           |   |
|   | By:                            |   | /s/ James H. Tate |
|   | Name:                          |   | James H. Tate |
|   | Title:                         |   | Senior Vice President and CFO |
|   |                           |   |
|   |                           |
|   | THERMADYNE INTERNATIONAL CORP. |
|   |                           |   |
|   | By:                            |   | /s/ James H. Tate |
|   | Name:                          |   | James H. Tate |
|   | Title:                         |   | Senior Vice President and CFO |
|   |                           |   |
|   |                           |
|   | PROTIP CORPORATION             |
|   |                           |   |
|   | By:                            |   | /s/ James H. Tate |
|   | Name:                          |   | James H. Tate |
|   | Title:                         |   | Senior Vice President and 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, Section7 hereof) in such capacity.

 

 
|   | THERMADYNE HOLDINGS CORPORATION |
|--------|---------------------------------|
|   |                            |   |
|   | By:                             |   | /s/ James H. Tate |
|   | Name:                           |   | James H. Tate |
|   | Title:                          |   | Senior Vice President and CFO |
|   |                            |   |
|   |                            |
|   | THERMADYNE RECEIVABLES, INC.    |
|   |                            |   |
|   | By:                             |   | /s/ James H. Tate |
|   | Name:                           |   | James H. Tate |
|   | Title:                          |   | Senior Vice President and CFO |
|   |                            |   |
|   |                            |
|   | MECO HOLDING COMPANY            |
|   |                            |   |
|   | By:                             |   | /s/ James H. Tate |
|   | Name:                           |   | James H. Tate |
|   | Title:                          |   | Senior Vice President and CFO |
|   |                            |   |
|   |                            |
|   | C&G SYSTEMS HOLDING, INC.   |
|   |                            |   |
|   | By:                             |   | /s/ James H. Tate |
|   | Name:                           |   | James H. Tate |
|   | Title:                          |   | Senior Vice President and CFO |
|        |                                 |  |  |  |  |

 

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The following Persons is signatory to this Agreement in its capacity asa Credit Party solely with respect to Section 6 of the Credit Agreementand not as a Borrower.

 

 
|   | THERMADYNE WELDING PRODUCTS  CANADA LTD. |
|--------|------------------------------------------|
|   |                                     |   |
|   | By:                                      |   | /s/ James H. Tate |
|   | Name:                                    |   | James H. Tate |
|   | Title:                                   |   | Senior Vice President and 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 and itsSubsidiaries on a consolidated basis shall not make Capital Expenditures duringthe 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 of permitted Capital Expenditures referencedabove will be increased in any period by the positive amount equal to thelesser of (i) 50% of the amount of permitted Capital Expenditures for theimmediately prior period, and (ii) the amount (if any), equal to the differenceobtained by taking the Capital Expenditures limit specified above for theimmediately prior period minus the actual amount of any CapitalExpenditures expended during such prior period (the “Carry Over Amount”),and for purposes of measuring compliance herewith, the Carry Over Amount shallbe deemed to be the last amount spent on Capital Expenditures in thatsucceeding year; provided, further, that the amount of CapitalExpenditures for Fiscal Year 2003 and Fiscal Year 2004 shall not include up to$5,500,000 of Capital Expenditures made in connection with the expansion of thereal property located in Denton, Texas to the extent financed with a CapitalLease.

 

(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 (or with respect to the Fiscal Quarter ending on September30, 2003, the period commencing on January 1, 2003 and ending on the last dayof such Fiscal Quarter) 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;

 

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0.90 for the Fiscal Quarter ending December 31, 2004;

0.925 for the Fiscal Quarter ending March 31, 2005;

0.95 for the Fiscal Quarter ending June 30, 2004;

1.05 for the Fiscal Quarter ending September 30, 2005;

1.10 for the Fiscal Quarter ending December 30, 2005; and

1.10 for each Fiscal Quarter ending thereafter.

 

(iii)          MinimumEBITDA.   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 (or with respectto the Fiscal Quarter ending on September 30, 2003, the period commencing onJanuary 1, 2003 and ending on the last day of such Fiscal Quarter) 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  |       | $          | 46,000,000 |   |
| Fiscal Quarter ending March 31, 2005     |       | $          | 46,000,000 |   |
| Fiscal Quarter ending June 30, 2005      |       | $          | 46,000,000 |   |
| Fiscal Quarter ending September 30, 2005 |       | $          | 49,600,000 |   |
| Fiscal Quarter ending December 31, 2005  |       | $          | 53,360,000 |   |
| Fiscal Quarter ending March 31, 2006     |       | $          | 55,440,000 |   |
| 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     |       | $          | 60,875,000 |   |
| Fiscal Quarter ending June 30, 2007      |       | $          | 61,350,000 |   |
| Fiscal Quarter ending September 30, 2007 |       | $          | 61,825,000 |   |
| Fiscal Quarter ending December 31, 2007  |       | $          | 62,300,000 |   |
| Fiscal Quarter ending March 31, 2008     |       | $          | 62,775,000 |   |
| Fiscal Quarter ending June 30, 2008      |       | $          | 63,250,000 |   |
| Fiscal Quarter ending September 30, 2008 |       | $          | 63,725,000 |   |
| Fiscal Quarter ending December 31, 2008  |       | $          | 64,200,000 |   |

 

(iv)          MaximumLeverage Ratio.  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 (or with respect to the FiscalQuarter ending on September 30, 2003, the period commencing on January 1, 2003and ending on the last day of such Fiscal Quarter) of not more than thefollowing:

 

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;

5.50 for the Fiscal Quarter ending September 30, 2004;

 

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5.50 for the Fiscal Quarter ending December 31, 2004;

5.25 for the Fiscal Quarter ending March 31, 2005;

4.75 for the Fiscal Quarter ending June 30, 2005;

4.25 for the Fiscal Quarter ending September 30, 2005; and

4.00 for each Fiscal Quarter ending thereafter.

 

(b)           Enhanced FinancialCovenants:

 

(i)            Minimum FixedCharge Coverage Ratio.  Holdings andits Subsidiaries shall have, on a consolidated basis, a Fixed Charge CoverageRatio for the 12-month period ending April 30, 2004 of not less than 1.25.

 

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

 

(iii)          MaximumLeverage Ratio.  Holdings and itsSubsidiaries shall have, on a consolidated basis, a Leverage Ratio for the12-month period ending April 30, 2004 of not more than 4.25.

 

Unless otherwise specifically providedherein, any accounting term used in the Agreement shall have the meaningcustomarily given such term in accordance with GAAP, and all financialcomputations hereunder shall be computed in accordance with GAAP consistentlyapplied.  That certain items orcomputations are explicitly modified by the phrase “in accordance with GAAP”shall in no way be construed to limit the foregoing.  If any “Accounting Changes” (as definedbelow) occur and such changes result in a change in the calculation of thefinancial covenants, standards or terms used in the Agreement or any other LoanDocument, then Borrowers, Agent and Lenders agree to enter into negotiations inorder to amend such provisions of the Agreement so as to equitably reflect suchAccounting Changes with the desired result that the criteria for evaluatingBorrowers’ and their Subsidiaries’ financial condition shall be the same aftersuch Accounting Changes as if such Accounting Changes had not been made; provided,however, that the agreement of Requisite Lenders to any requiredamendments of such provisions shall be sufficient to bind all Lenders.  “Accounting Changes” means (i) changesin accounting principles required by the promulgation of any rule, regulation,pronouncement or opinion by the Financial Accounting Standards Board of theAmerican Institute of Certified Public Accountants (or successor thereto or anyagency with similar functions); (ii) changes in accounting principles concurredin by any Borrower’s certified public accountants; (iii) purchase accountingadjustments under A.P.B. 16 or 17 and EITF 88-16, and the application of theaccounting principles set forth in FASB 109, including the establishment ofreserves pursuant thereto and any subsequent reversal (in whole or in part) ofsuch reserves; and (iv) the reversal of any reserves established as a result ofpurchase accounting adjustments.  Allsuch adjustments resulting from expenditures made subsequent to the ClosingDate (including capitalization of costs and expenses or payment of pre-ClosingDate liabilities) shall be treated as expenses in the period the expendituresare made and deducted as part of the calculation of EBITDA in such period.  If Agent, Borrowers and Requisite Lendersagree upon the required amendments, then after appropriate amendments have beenexecuted and the underlying Accounting Change with respect thereto has been implemented,any reference to GAAP contained in the Agreement or in 

 

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any other Loan Document shall, only to theextent of such Accounting Change, refer to GAAP, consistently applied aftergiving effect to the implementation of such Accounting Change.  If Agent, Borrowers and Requisite Lenders cannotagree upon the required amendments within thirty (30) days following the dateof implementation of any Accounting Change, then all Financial Statementsdelivered and all calculations of financial covenants and other standards andterms in accordance with the Agreement and the other Loan Documents shall beprepared, delivered and made without regard to the underlying AccountingChange.  For purposes of Section 8.1,a breach of a Financial Covenant contained in this Annex F shall bedeemed to have occurred as of any date of determination by Agent or as of thelast day of any specified measurement period, regardless of when the FinancialStatements reflecting such breach are delivered to Agent.

 

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