**Exhibit 4.13**

 

**THIRD AMENDMENT AND LIMITED WAIVER****to****AMENDEDAND RESTATED CREDIT AGREEMENT**

 

This THIRD AMENDMENT ANDLIMITED WAIVER TO AMENDED AND RESTATED CREDIT AGREEMENT (the “Amendment”)is entered into as of this 29th day of July, 2004, by and among THERMADYNEINDUSTRIES, INC., a Delaware corporation (“Industries”), THERMALDYNAMICS 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 CAPITAL CORPORATION,a Delaware corporation (“Agent”) and the Persons signatory thereto fromtime to time as Lenders.  Unlessotherwise specified herein, capitalized terms used in this Amendment shall havethe meanings ascribed to them in Annex A to the Credit Agreementand the Intercreditor Agreement (each as hereinafter defined).

 

RECITALS

 

WHEREAS, the Borrowers,the Credit Parties, Agent and Lenders have entered into that certain Amendedand Restated Credit Agreement dated as of February 5, 2004 (as furtheramended, supplemented, restated or otherwise modified from time to time, the “CreditAgreement” ); and

 

WHEREAS, the Borrowershave requested that Requisite Lenders amend certain provisions of the CreditAgreement to permit the Borrowers to (i) enter into the Second Lien LoanDocuments, pursuant to which the Second Lien Lenders will make certain loans toBorrowers and (ii) grant to the Second Lien Agent, for the benefit of theSecond Lien Lenders a lien on, and security interest in, substantially all oftheir assets and properties, all as more particularly described in the SecondLien Loan Documents;

 

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

 

NOW THEREFORE, inconsideration of the mutual execution hereof and other good and valuableconsideration, the parties hereto agree as follows:

 

### 1.             Amendments.

###  

#### **(a)****               Thedefinition of “Permitted Encumbrances” in Annex A of the CreditAgreement is hereby amended by (i) deleting the language “and” from the end ofsubpart “(k)” and inserting a comma “,” in place thereof, (ii) inserting theword “and” at the end of subpart “(l)” thereof and (iii) adding the followingnew subpart (m) at the end thereof:**

####  

#### “(m) Liens pursuant tothe Second Lien Loan Documents (as such term is defined in the IntercreditorAgreement).”

 

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#### **(b)****              **AnnexA of the Credit Agreement is hereby amended by adding in appropriatealphabetical order the following new defined terms.

####  

““AustralianSubsidiary” means each Subsidiary of any borrower organized under the laws ofAustralia.

 

“IntercreditorAgreement” means that certain Intercreditor Agreement dated as ofJuly 29, 2004 by and among First Lien Agent, the First Lien Lenders, theSecond 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 $20,000,000issued by the Borrowers to Credit Suisse First Boston, pursuant to the Second LienLoan Agreement (as such term is defined in the Intercreditor Agreement).

 

“South AfricanSubsidiary” means each Subsidiary of any Borrower organized under the lawsof South Africa.”

 

#### **(c)****               Section 6.2(k)  of the Credit Agreement is hereby amendedand restated as follows:**

####  

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

 

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

####  

#### “(ix) Indebtedness ofForeign Subsidiaries (excluding Capital Lease Obligations) in an aggregateoutstanding principal amount not to exceed $10,000,000 for AustralianSubsidiaries 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 newsubsection (xiii) immediately at the end of such section:**

####  

###  “(xiii) Indebtedness consisting of securedSecond Lien Debt of Borrowers to Second Lien Lenders (each as defined in theIntercreditor Agreement) in an amount not to exceed $20,000,000 in an aggregateprincipal amount; providedthat the Credit Parties shall use theproceeds 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 thefinal “.” of such section:**

####  

“(vi) prepayment of theSecond Lien Loan Obligations (as such term is defined in the IntercreditorAgreement), provided that (a) no Event of Default has occurred and iscontinuing, (b)

 

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

 

#### **(g)****               Section 6.7of 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 anyconditional sale or other title retention agreements (including Capital Leases)or in connection with purchase money Indebtedness with respect to Equipment andFixtures acquired by (i) any Credit Party in the ordinary course of business,involving the incurrence of an aggregate amount of purchase money Indebtednessand Capital Lease Obligations of not more than $23,000,000 outstanding at anyone time for all such Liens and (ii) any Foreign Subsidiary in the ordinarycourse of business, involving the incurrence of an aggregate amount of purchasemoney 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 eachcase, such Liens attach only to the assets subject to such purchase money debtand such Indebtedness is incurred within twenty (20) days following suchpurchase and does not exceed 100% of the purchase price of the subject assets;(e) other Liens securing Indebtedness not exceeding $250,000 in the aggregateat any time outstanding, so long as such Liens do not attach to any Accounts orInventory; and (f) liens subordinated to Liens in favor of Agent for thebenefit of Lenders securing Indebtedness permitted by Section 6.3(a)(xiii)hereof.”

 

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

####  

“6.12  Sale-Leasebacks.  No Credit Party shall, or shall cause orpermit its Foreign Subsidiaries to, engage in any sale-leaseback or syntheticlease transaction involving any of its assets, except for a sale-leaseback ofthe Tecmo facility prior to the date hereof and additional such transactionsnot in excess of $6,000,000 for Italian Subsidiaries, $2,000,000 for AustralianSubsidiaries and $2,000,000 for all other Foreign Subsidiaries.

 

#### **(i)****                TheMaximum Leverage Ratio numbers set forth in subsection (a)(iv) of AnnexF (Section 6.10) to the Credit Agreement are hereby amended andrestated in their entirety as follows:**

####  

5.00 for the Fiscal Quarterending December 31, 2003;

5.00 for the FiscalQuarter ending March 31, 2004;

5.00 for the FiscalQuarter ending June 30, 2004;

5.00 for the FiscalQuarter ending September 30, 2004;

4.75 for the FiscalQuarter ending December 31, 2004;

4.75 for the FiscalQuarter ending March 31, 2005;

4.50 for the FiscalQuarter ending June 30, 2005;

4.50 for the FiscalQuarter ending September 30, 2005;

4.25 for the FiscalQuarter ending December 31, 2005;

4.00 for the FiscalQuarter ending March 31, 2006;

4.00 for the FiscalQuarter ending June 30, 2006;

4.00 for the FiscalQuarter ending September 30, 2006; and

3.75 for each FiscalQuarter ending thereafter.

 

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### 2.             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 applicablebankruptcy, insolvency, reorganization, moratorium or similar laws affectingcreditors’ rights generally and (ii) general principles of equity (regardlessof whether enforcement 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.

####  

### 3.             Conditions ToEffectiveness.  This Amendment shallbe effective upon the following (all in form and substance satisfactory toAgent):

###  

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

####  

#### (b)             execution anddelivery of the Intercreditor Agreement.

####  

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

####  

#### (d)             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) ofthe Credit Agreement.

####  

### 4.             Reference To AndEffect 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” orwords of similar import shall mean and be a reference to the Credit Agreementas amended hereby.

####  

### 5.             Governing Law.  THIS AMENDMENT SHALL BE GOVERNED BY ANDCONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS (AS OPPOSED TO CONFLICTS OF LAWSPROVISIONS) 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.

 

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

###  

[Signature pages follow]

 

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IN WITNESS WHEREOF, the parties hereto have executed and delivered thisAmendment 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 |
|        |                                         |  |  |

 

S-1

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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 |
|        |                               |  |  |  |  |  |

 

S-2

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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

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The following Persons aresignatories to this Amendment in their capacity as Credit Parties and not asBorrowers and acknowledge and agree to the foregoing (including, withoutlimitation, 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

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The following Persons issignatory to this Agreement in its capacity as a Credit Party solely withrespect 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 |
|        |                                           |  |  |  |

 

S-5

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