Contract
Exhibit 4.19
EXECUTION COPY
AMENDMENT NO. 17 AND AGREEMENT (this “Amendment”) dated as of January
30, 2007, to the Second Lien Credit Agreement dated as of July 29, 2004,
among THERMADYNE INDUSTRIES, INC., a Delaware corporation (“Industries”),
THERMAL DYNAMICS CORPORATION, a Delaware corporation (“Dynamics”), TWECO
PRODUCTS, INC., a Delaware corporation (“Tweco”), XXXXXX EQUIPMENT COMPANY,
a Delaware corporation (“Xxxxxx”), 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, a Missouri corporation (“ProTip”), THERMADYNE INTERNATIONAL
CORP., a Delaware corporation (“International” and, together with ProTip,
Thermal Arc, Stoody, C & G, Xxxxxx, Tweco, Dynamics and Industries, the
“Borrowers”), the Guarantors party thereto, the Lenders from time to time
party thereto and CREDIT SUISSE, as administrative agent (in such capacity,
the “Administrative Agent”) and as collateral agent (in such capacity, the
“Collateral Agent”) (as amended by Amendment No. 1 and Agreement effective
as of September 30, 2004, by Amendment No. 2 and Joinder Agreement dated as
of November 22,
2004, by Amendment No. 3 and Consent dated as of January 3, 2005, by
Amendment No. 4 dated as of March 16, 2005, by Amendment No. 5 dated as of
March 30, 2005, by Amendment No. 6 dated as of March 31,
2005, by Amendment No. 7 dated as of July 1, 2005, by Amendment No. 8 dated
as of August 8, 2005, by Amendment No. 9 dated as of October 7, 2005, by
Amendment No. 10 and Agreement dated as of November 7, 2005, by Amendment
No. 11 and Agreement dated as of December 29, 2005, by Amendment No. 12,
Waiver and Consent dated as of March 9, 2006, by Amendment No. 13 and
Agreement dated as of April 5, 2006, by Amendment No. 14 and Consent dated
as of May 9, 2006, by Amendment No. 15 dated as of June 20, 2006, by
Amendment No. 16, Waiver and Agreement dated as of July 21, 2006, and as
further amended, supplemented or modified, the “Credit Agreement”).
A. Pursuant to the Credit Agreement, the Lenders have extended credit to the
Borrowers.
B. Pursuant to the Limited Consent dated as of December 27, 2006, to the
Credit Agreement, the Administrative Agent has consented, in accordance with the terms of
Section 6.02(n) of the Credit Agreement, to the making and maintenance of a loan (the “Brazil
Loan”) in an amount not to exceed $550,000 from Industries to Thermadyne Xxxxxx LTDA, a
limited liability quota company organized under the laws of Brazil.
C. The Borrowers and the other Credit Parties have requested that the
Administrative Agent and the Lenders amend the Credit Agreement as set forth herein in order
to
permit the sale of all the Stock of Xxxxxxx & Braze (Pty) Ltd. and Thermadyne South Africa
(Pty) Ltd.
2
D. Capitalized terms used but not defined herein shall have the meanings assigned to them in
the Credit Agreement.
Accordingly, in consideration of the mutual agreements herein contained and other good and
valuable consideration, the sufficiency and receipt of which are hereby acknowledged, the parties
hereto agree as follows:
SECTION 1. Amendments. (a) Section 1.01 of the Credit Agreement is hereby amended by
inserting the following defined term in the appropriate alphabetical order therein:
““South African Purchase Agreement” shall mean the Sale of Shares and Claims
Agreement dated as of February 15, 2007, between Industries, as seller, and
Business Venture Investments No. 1044 (Proprietary) Limited, as purchaser, in
connection with the sale of Maxweld & Braze (Proprietary) Limited and Thermadyne
South Africa (Proprietary) Limited, as in effect on the date hereof.”
(b) Section 6.08 of the Credit Agreement is hereby amended by (i) deleting the word “and” at
the of clause (h) thereof and (ii) replacing the period at the end of clause (i) thereto with the
following:
“; and (j) the sale, on or prior to May 31, 2007, of all the Stock of (i) Xxxxxxx &
Braze (Pty) Ltd. and (ii) Thermadyne South Africa (Pty) Ltd., in the case of
clauses (i) and (ii) for an aggregate purchase price of no less than one hundred
and thirty million rand (R130,000,000) (of which R100,000,000 shall be payable on
the closing of such sales and R30,000,000 shall be payable in accordance with the
terms of the South African Purchase Agreement), so long as the net proceeds of such
sales are distributed to a Borrower.”
SECTION 2. Other Agreements. The Borrowers shall deliver to the First Lien Agent the original
notes evidencing (a) the Brazil Loan on or prior to February 2, 2007, and (b) the deferred purchase
price payable to Industries in accordance with terms of the South African Purchase Agreement no
later than five days after the consummation of the transactions contemplated therein, each together
with an allonge executed in blank.
SECTION 3. Representations and Warranties. To induce the other parties hereto to enter into
this Amendment, the Credit Parties represent and warrant to each of the Lenders, the Administrative
Agent and the Collateral Agent, that, after giving effect to this Amendment, (a) the
representations and warranties set forth in Article III of the Credit Agreement are true and
correct in all material respects on and as of the date hereof, except to the extent such
representations and warranties expressly relate to an earlier date, and (b) no Default or Event of
Default has occurred and is continuing.
SECTION 4. Effectiveness. This Amendment shall become effective as of the date set forth
above on the date that the Administrative Agent (or, in the case of clauses (a) and (b) below, its
counsel) shall have received:
(a) counterparts of this Amendment that, when taken together, bear the signatures of the
Credit Parties and the Required Lenders;
3
(b) a copy of a fully executed and delivered amendment, in form and substance reasonably
satisfactory to the Administrative Agent, to the First Lien Credit Agreement; and
(c) payment in full of all fees and other amounts due and payable on or prior to such date
hereunder or under any other Loan Document.
SECTION 5. Effect of Amendment. Except as expressly set forth herein, this Amendment shall not
by implication or otherwise limit, impair, constitute a waiver of, or otherwise affect the rights
and remedies of the Lenders, the Administrative Agent or the Collateral Agent under the Credit
Agreement or any other Loan Document, and shall not alter, modify, amend or in any way affect any
of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or
any other Loan Document, all of which are ratified and affirmed in all respects and shall continue
in full force and effect. Nothing herein shall be deemed to entitle any Credit Party to a consent
to, or a waiver, amendment, modification or other change of, any of the terms, conditions,
obligations, covenants or agreements contained in the Credit Agreement or any other Loan Document
in similar or different circumstances. This Amendment shall apply and be effective only with
respect to the provisions of the Credit Agreement specifically referred to herein. After the date
hereof, any reference to the Credit Agreement shall mean the Credit Agreement, as modified hereby.
This Amendment shall constitute a “Loan Document” for all purposes of the Credit Agreement and the
other Loan Documents.
SECTION 6. Counterparts. This Amendment may be executed in any number of counterparts and by
different parties hereto in separate counterparts, each of which when so executed and delivered
shall be deemed an original, but all such counterparts together shall constitute but one and the
same contract. Delivery of an executed counterpart of a signature page of this Amendment by
facsimile transmission shall be as effective as delivery of a manually executed counterpart hereof.
SECTION 7. Applicable Law. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE
WITH, THE LAWS OF THE STATE OF NEW YORK.
SECTION 8. Headings. The headings of this Amendment are for purposes of reference only and
shall not limit or otherwise affect the meaning hereof.
SECTION 9. Expenses. The Borrowers agree to reimburse the Administrative Agent for all
out-of-pocket expenses in connection with this Amendment, including the reasonable fees, charges
and disbursements of Cravath, Swaine & Xxxxx LLP, counsel for the Administrative Agent.
SECTION 10. Reaffirmation. Each of the Guarantors hereby acknowledges receipt and notice of,
and consents to the terms of, this Amendment, and affirms and confirms its guarantee of the
Obligations and, if applicable, the pledge of and/or grant of a security interest in its assets as
Collateral to secure the Obligations, all as provided in the Collateral Documents as originally
executed, and acknowledges and agrees that such guarantee, pledge and/or grant of
4
security interest continue in full force and effect in respect of, and to secure, the Obligations
under the Credit Agreement, as amended hereby, and the other Loan Documents.
[Remainder of this page intentionally left blank]
5
IN WITNESS WHEREOF, each of the parties hereto has caused this Amendment to be executed and
delivered by its duly authorized officer as of the date first set forth above.
| THERMADYNE INDUSTRIES, INC., | ||||||
| by | /s/ Xxxxxxxx X. Xxxxxxxx
|
|||||
| Title: V.P. SECTY & G. C. | ||||||
| THERMAL DYNAMICS CORPORATION, | ||||||
| by | /s/ Xxxxxxxx X. Xxxxxxxx
|
|||||
| Title: V.P. SECTY & G. C. | ||||||
| TWECO PRODUCTS, INC., | ||||||
| by | /s/ Xxxxxxxx X. Xxxxxxxx
|
|||||
| Title: V.P. SECTY & X. X. | ||||||
| XXXXXX EQUIPMENT COMPANY, | ||||||
| by | /s/ Xxxxxxxx X. Xxxxxxxx
|
|||||
| Title: V.P. SECTY & G. C. | ||||||
| C&G SYSTEMS, INC., | ||||||
| by | /s/ Xxxxxxxx X. Xxxxxxxx
|
|||||
| Title: V.P. SECTY & X. X. | ||||||
| XXXXXX COMPANY, | ||||||
| by | /s/ Xxxxxxxx X. Xxxxxxxx
|
|||||
| Title: V.P. SECTY & G. C. | ||||||
6
| THERMAL ARC, INC., | ||||||
| by | /s/ Xxxxxxxx X. Xxxxxxxx
|
|||||
| Title: V.P. SECTY & G. C. | ||||||
| PROTIP CORPORATION, | ||||||
| by | /s/ Xxxxxxxx X. Xxxxxxxx
|
|||||
| Title: V.P. SECTY & G. C. | ||||||
| THERMADYNE INTERNATIONAL CORP., | ||||||
| by | /s/ Xxxxxxxx X. Xxxxxxxx
|
|||||
| Title: V.P. SECTY & G. C. | ||||||
| THERMADYNE HOLDINGS CORPORATION, | ||||||
| by | /s/ Xxxxxxxx X. Xxxxxxxx
|
|||||
| Title: V.P. SECTY & G. C. | ||||||
| MECO HOLDING COMPANY, | ||||||
| by | /s/ Xxxxxxxx X. Xxxxxxxx
|
|||||
| Title: V.P. SECTY & G. C. | ||||||
| C&G SYSTEMS HOLDING, INC., | ||||||
| by | /s/ Xxxxxxxx X. Xxxxxxxx
|
|||||
| Title: X.X. XXXXX & X. X. | ||||||
0
| XXXXXXX XXX LTD., | ||||||
| by | /s/ Xxxxxxxx X. Xxxxxxxx
|
|||||
| Title: V.P. SECTY & G. C. | ||||||
| DUXTECH PTY LTD., | ||||||
| by | /s/ Xxxxxxxx X. Xxxxxxxx
|
|||||
| Title: V.P. SECTY & G. C. | ||||||
| QUETACK PTY, LTD., | ||||||
| by | /s/ Xxxxxxxx X. Xxxxxxxx
|
|||||
| Title: V.P. SECTY & G. C. | ||||||
| QUETALA PTY, LTD., | ||||||
| by | /s/ Xxxxxxxx X. Xxxxxxxx
|
|||||
| Title: V.P. SECTY & G. C. | ||||||
| THERMADYNE AUSTRALIA PTY LTD., | ||||||
| by | /s/ Xxxxxxxx X. Xxxxxxxx
|
|||||
| Title: V.P. SECTY & G. C. | ||||||
| THERMADYNE INDUSTRIES LIMITED, | ||||||
| by | /s/ Xxxxxxxx X. Xxxxxxxx
|
|||||
| Title: V.P. SECTY & G. C. | ||||||
8
| THERMADYNE WELDING PRODUCTS CANADA LIMITED, |
||||||
| by | /s/ Xxxxxxxx X. Xxxxxxxx
|
|||||
| Title: X.X. XXXXX & X. X. | ||||||
0
| XXXXXX XXXXXX, XXXXXX XXXXXXX BRANCH, as Administrative Agent and Collateral Agent, |
||||||
| by | /s/ Xxxxxxx Xx
|
|||||
| Title: DIRECTOR | ||||||
| by | /s/ Xxxxxxx Xxxxx
|
|||||
| Title: ASSOCIATE | ||||||
10
| NORTHWOODS CAPITAL IV, LIMITED, as a Lender, |
||||||
| By: Xxxxxx, Xxxxxx & Co., L.P., as Collateral Manager, |
||||||
| by | /s/ Xxxxx Xxxxxx
|
|||||
| Title: MANAGING DIRECTOR | ||||||
| NORTHWOODS CAPITAL V, LIMITED, as a Lender, |
||||||
| By: Xxxxxx, Xxxxxx & Co., L.P., as Collateral Manager, |
||||||
| by | /s/ Xxxxx Xxxxxx
|
|||||
| Title: MANAGING DIRECTOR | ||||||
| NORTHWOODS CAPITAL VI, LIMITED, as a Lender, |
||||||
| By: Xxxxxx, Xxxxxx & Co., L.P., as Collateral Manager, |
||||||
| by | /s/ Xxxxx Xxxxxx
|
|||||
| Title: MANAGING DIRECTOR | ||||||
| NORTHWOODS CAPITAL VII, LIMITED, as a Lender, |
||||||
| By: Xxxxxx, Xxxxxx & Co., L.P., as Collateral Manager, |
||||||
| by | /s/ Xxxxx Xxxxxx
|
|||||
| Title: MANAGING DIRECTOR | ||||||
