AMENDMENT NUMBER ONE TO 2009 AMENDED AND RESTATED SECOND LIEN CREDIT AGREEMENT
Exhibit 10.2
AMENDMENT NUMBER ONE TO
2009 AMENDED AND RESTATED SECOND LIEN CREDIT AGREEMENT
2009 AMENDED AND RESTATED SECOND LIEN CREDIT AGREEMENT
This AMENDMENT NUMBER ONE TO 2009 AMENDED AND RESTATED SECOND LIEN CREDIT AGREEMENT (this
“Amendment”), dated as of February 23, 2010, by and among THERMADYNE INDUSTRIES, INC., a Delaware
corporation (“Industries”), THERMAL DYNAMICS CORPORATION, a Delaware corporation (“Dynamics”),
XXXXXX EQUIPMENT COMPANY, a Delaware corporation (“Xxxxxx”), C & G MERGER CO., an Illinois
corporation (“C & G”), STOODY COMPANY, a Delaware corporation (“Stoody”), THERMADYNE INTERNATIONAL
CORP., a Delaware corporation (“International”, and collectively with Stoody, C & G, Xxxxxx,
Dynamics and Industries, the “Borrowers”), the Guarantors party hereto, REGIONS BANK, as
Administrative Agent, Collateral Agent and Funding Agent (“Agent”) and the Persons signatory hereto
as Lenders. Unless otherwise specified herein, capitalized terms used in this Amendment shall have
the meanings ascribed to them in Article I of the Credit Agreement (as hereinafter defined).
WHEREAS, the Borrowers, the Guarantors, Agent and Lenders have entered into that certain 2009
Amended and Restated Second Lien Credit Agreement dated as of August 14, 2009 (as further amended,
supplemented, restated or otherwise modified from time to time, the “Credit Agreement”);
(a) Article I of the Credit Agreement is hereby amended by inserting the following
definitions or, if contained therein, amending and restating such definitions to read in
their entirety as follows:
““Amendment Number One” means that certain Amendment Number One to 2009 Amended
and Restated Second Lien Credit Agreement entered into as of February 23, 2010 among
the Borrowers, the other Credit Parties, the Agent and the Lenders signatory
thereto.”
““Amendment Number One Effective Date” means the date on which the Amendment
Number One becomes effective.”
Amendment Number One
““Capital Expenditures” means, with respect to any Person, all expenditures (by
the expenditure of cash or the incurrence of Indebtedness) by
such Person during any measuring period for any fixed assets or improvements or
for replacements, substitutions or additions thereto that have a useful life of more
than one year and that are required to be capitalized under GAAP.”
““Outstanding Foreign Investment Amount” has the meaning ascribed to it in
subsection 6.02(i) of the Credit Agreement.”
(b) Subsection 6.02(i) of the Credit Agreement is hereby amended and restated to read in its
entirety as follows:
“(i) any Borrower may (x) make investments in, or create, any wholly-owned Foreign
Subsidiary and (y) make investments in other foreign Persons; provided that:
(1) the aggregate amount of such foreign investments funded after the Amendment
Number One Effective Date permitted by clause (x) and clause (y) of this subsection
6.02(i) outstanding from time to time, exclusive of investments permitted by
subsection 6.02(k), (the “Outstanding Foreign Investment Amount”) shall not exceed
$10,000,000; provided that when calculating the Outstanding Foreign Investment
Amount at any point in time, the amount of such investments shall be reduced by the
total of the amounts repatriated on and after the after the Amendment Number One
Effective Date to any Borrower on account of such investments made in wholly-owned
Foreign Subsidiaries, even if such reduction reduces the Outstanding Foreign
Investment Amount to less than $0;
(2) the aggregate amount of such foreign investments permitted by clause (y) of
this subsection 6.02(i) funded after the Amendment Number One Effective Date shall
not exceed $3,000,000;
(3) if, at the time of any such proposed investment, (A) an Event of Default
has occurred and is continuing and (B) the Outstanding Foreign Investment Amount
exceeds $5,000,000 or would exceed $5,000,000 after giving effect to such proposed
investment, such proposed investment shall be subject to the prior approval of Agent
acting in its sole discretion;
(4) 65% of the stock of any such direct Foreign Subsidiary (except in that in
the case of the Australian Collateral Party, 100% of such stock) shall be pledged to
secure the Obligations; and
(5) Borrowers shall, concurrently with the delivery of financial statements
for each Fiscal Month, deliver to Agent a summary of foreign investments in Foreign
Subsidiaries and other Persons, net of repatriations;”
Amendment Number One
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(a) execution and delivery of this Amendment by Agent, the Lenders and Credit Parties;
(b) execution and delivery of an amendment to the First Lien Credit Agreement by each of the
parties thereto; and
(c) payment in full of all fees, costs and expenses, including the reasonable fees, costs
and expenses of counsel or other advisors for advice, assistance, or other representation in
connection with this Amendment, as provided in Section 9.05(a) of the Credit
Agreement.
Amendment Number One
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6. Applicable Law. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS
OF THE STATE OF NEW YORK.
[REMAINDER OF THIS PAGE LEFT INTENTIONALLY BLANK]
Amendment Number One
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THERMADYNE INDUSTRIES, INC., |
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By: | /s/ Xxxxxx X. Xxxxxx | |||
Name: | Xxxxxx X. Xxxxxx | |||
Title: | EVP CFO & CAO | |||
THERMAL DYNAMICS CORPORATION, |
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By: | /s/ Xxxxxx X. Xxxxxx | |||
Name: | Xxxxxx X. Xxxxxx | |||
Title: | EVP CFO & XXX | |||
XXXXXX EQUIPMENT COMPANY, |
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By: | /s/ Xxxxxx X. Xxxxxx | |||
Name: | Xxxxxx X. Xxxxxx | |||
Title: | EVP CFO & CAO | |||
C & G MERGER CO., |
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By: | /s/ Xxxxxx X. Xxxxxx | |||
Name: | Xxxxxx X. Xxxxxx | |||
Title: | EVP CFO & CAO | |||
STOODY COMPANY, |
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By: | /s/ Xxxxxx X. Xxxxxx | |||
Name: | Xxxxxx X. Xxxxxx | |||
Title: | EVP CFO & CAO | |||
Signature Page to
Amendment Number One
Amendment Number One
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THERMADYNE INTERNATIONAL CORP., |
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By: | /s/ Xxxxxx X. Xxxxxx | |||
Name: | Xxxxxx X. Xxxxxx | |||
Title: | EVP CFO & CAO | |||
THERMADYNE HOLDINGS CORPORATION, |
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By: | /s/ Xxxxxx X. Xxxxxx | |||
Name: | Xxxxxx X. Xxxxxx | |||
Title: | EVP CFO & CAO | |||
C&G SYSTEMS HOLDING, INC., |
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By: | /s/ Xxxxxx X. Xxxxxx | |||
Name: | Xxxxxx X. Xxxxxx | |||
Title: | EVP CFO & CAO | |||
CIGWELD PTY LTD., |
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By: | /s/ Xxxxxx X. Xxxxxx | |||
Name: | Xxxxxx X. Xxxxxx | |||
Title: | EVP CFO & CAO | |||
THERMADYNE AUSTRALIA PTY LTD., |
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By: | /s/ Xxxxxx X. Xxxxxx | |||
Name: | Xxxxxx X. Xxxxxx | |||
Title: | EVP CFO & CAO | |||
Signature Page to
Amendment Number One
Amendment Number One
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REGIONS BANK, individually, and as Administrative Agent, Collateral Agent and Funding Agent |
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By: | /s/ Xxxx X. Xxxxx | |||
Name: | Xxxx X. Xxxxx | |||
Title: | Vice President | |||
Signature Page to
Amendment Number One
Amendment Number One
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NORTHWOODS CAPITAL IV, LIMITED | ||||||||||
By: Xxxxxx, Xxxxxx & Co., L.P., as Collateral Manager | ||||||||||
By: | /s/ Xxxxxxx Xxxxxxxx
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Name: Xxxxxxx Xxxxxxxx | ||||||||||
Title: Managing Director | ||||||||||
NORTHWOODS CAPITAL V, LIMITED | ||||||||||
By: Xxxxxx, Xxxxxx & Co., L.P., as Collateral Manager | ||||||||||
By: | /s/ Xxxxxxx Xxxxxxxx | |||||||||
Name: Xxxxxxx Xxxxxxxx | ||||||||||
Title: Managing Director | ||||||||||
NORTHWOODS CAPITAL VI, LIMITED | ||||||||||
By: Xxxxxx, Xxxxxx & Co., L.P., as Collateral Manager | ||||||||||
By: | /s/ Xxxxxxx Xxxxxxxx | |||||||||
Name: Xxxxxxx Xxxxxxxx | ||||||||||
Title: Managing Director | ||||||||||
NORTHWOODS CAPITAL VII, LIMITED | ||||||||||
By: Xxxxxx, Xxxxxx & Co., L.P., as Collateral Manager | ||||||||||
By: | /s/ Xxxxxxx Xxxxxxxx | |||||||||
Name: Xxxxxxx Xxxxxxxx | ||||||||||
Title: Managing Director |
Signature Page to
Amendment Number One
Amendment Number One
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NORTHWOODS CAPITAL VIII, LIMITED | ||||||||||
By: Xxxxxx, Xxxxxx & Co., L.P., as Collateral Manager | ||||||||||
By: | /s/ Xxxxxxx Xxxxxxxx | |||||||||
Name: Xxxxxxx Xxxxxxxx | ||||||||||
Title: Managing Director | ||||||||||
JRG REINSURANCE COMPANY, LTD. | ||||||||||
By: Xxxxxx, Xxxxxx & Co., L.P., as Investment Manager | ||||||||||
By: | /s/ Xxxxxxx Xxxxxxxx | |||||||||
Name: Xxxxxxx Xxxxxxxx | ||||||||||
Title: Managing Director | ||||||||||
AG GLOBAL DEBT STRATEGY PARTNERS, L.P. | ||||||||||
By: Xxxxxx, Xxxxxx & Co., L.P., its Fund Adviser | ||||||||||
By: | /s/ Xxxxxxx Xxxxxxxx | |||||||||
Name: Xxxxxxx Xxxxxxxx | ||||||||||
Title: Managing Director | ||||||||||
SUMMER HILL FIXED INCOME AG, LLC | ||||||||||
By: Xxxxxx, Xxxxxx & Co., L.P., its Investment Manager | ||||||||||
By: | /s/ Xxxxxxx Xxxxxxxx | |||||||||
Name: Xxxxxxx Xxxxxxxx | ||||||||||
Title: Managing Director |
Signature Page to
Amendment Number One
Amendment Number One
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AG DIVERSIFIED CREDIT STRATEGIES MASTER, L.P. | ||||||||||
By: AG Diversified Credit Strategies GP, LLC, its General Partner |
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By: Xxxxxx, Xxxxxx & Co., L.P., its Manager | ||||||||||
By: | /s/ Xxxxxxx Xxxxxxxx
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Name: Xxxxxxx Xxxxxxxx | ||||||||||
Title: Managing Director |
Signature Page to
Amendment Number One
Amendment Number One
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