Exhibit
4.1


SECOND
SUPPLEMENTAL INDENTURE


SECOND
SUPPLEMENTAL INDENTURE (this “Second Supplemental Indenture”),
dated as of August 2, 2006, among Thermadyne Holdings Corporation, a
Delaware corporation (the “Company”), as issuer, the Subsidiary Guarantors listed
on the signature pages hereto (the “Guarantors”), as guarantors, and U.S. Bank
National Association (the “Trustee”), as trustee.


W I T N E S S E T
H:


WHEREAS, the
Company, the Subsidiary Guarantors and the Trustee have heretofore entered into
an Indenture, dated as of February 5, 2004 (the “Original Indenture”), relating
to the Company’s outstanding 91⁄4% Senior
Subordinated Notes due 2014 (the “Securities”);


WHEREAS, the
Company adopted certain amendments to the Original Indenture in a supplemental
indenture dated as of May 16, 2006 (the “First Supplemental Indenture,” and the
Original Indenture as amended by the First Supplemental Indenture, the “Indenture”);


WHEREAS, the
Company has solicited consent from Holders of the Securities to, among other
things, adopt certain further amendments (the “Amendments”) to the Indenture
which are set forth in this Second Supplemental Indenture;


WHEREAS, the
Company has received consents to the Amendments from Holders of a majority in
aggregate principal amount of the outstanding Securities; and


WHEREAS, pursuant
to the Indenture, the Trustee is authorized to execute and deliver this Second
Supplemental Indenture.


NOW, THEREFORE, in
consideration of the foregoing and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties
hereto mutually covenant and agree for the equal and ratable benefit of Holders
of the Securities as follows:


ARTICLE I


AMENDMENTS


A.            Section
1.01 of the Indenture will be amended by adding the following defined terms:


“Adjusted EBITDA” means for any fiscal period, without
duplication, an amount equal to (a) consolidated net income of the Company for
such period determined in accordance with GAAP, minus
(b) the sum of (i) income tax credits, (ii) interest income, (iii) gain from
extraordinary items and dispositions of discontinued operations for such
period, (iv) any aggregate net gain (but not any aggregate net loss) during
such period arising from the sale, exchange or other disposition of capital
assets (including any fixed assets, whether tangible or intangible, all
inventory sold in conjunction with the disposition of fixed assets and all
securities), and (v) any other non-cash gains that have been added in
determining consolidated net income, in each case to the extent included in the
calculation of consolidated net income of the Company for such period in
accordance with GAAP, but









 



without duplication, plus (c) the
sum of (i) any provision for income taxes, (ii) Consolidated Interest Expense,
(iii) loss from extraordinary items and dispositions of discontinued operations
and from impairments for such period, 
(iv) depreciation and amortization for such period, (v) amortized debt
discount for such period, (vi) the amount of any deduction to consolidated net
income as the result of any grant to any members of the management of the
Company of any Capital Stock, (vii) any non-recurring employee severance
expenses, not to exceed $2,000,000 accrued during the twelve months ended
December 31, 2006, in each case to extent included in the calculation of
consolidated net income of the Company for such period in accordance with GAAP,
but without duplication, (viii) amounts incurred, not to exceed $1,400,000 in
the aggregate, prior to June 30, 2006, in connection with modifications of the
Securities and the Limited Consent and Fourteenth Amendment to the Credit
Agreement and Amendment No. 14 and Consent to the Second-Lien Agreement (as
defined in the Credit Agreement), (ix) amounts incurred, not to exceed
$1,500,000 in the aggregate, during 2006, for audit and contractor fees
relating to completion of the Company’s Annual Report on 10-K for the year
ended December 31, 2005 and audited financial statements, (x) the accrual, net
of any payment in cash, related to the net periodic post retirement benefits,
(xi) amounts incurred, not to exceed $400,000 in the aggregate, subsequent to
July 1, 2006, in connection with amendment and modifications to the Credit
Agreement and Second-Lien Agreement (as defined in the Credit Agreement), and
(xii) amounts incurred, not to exceed $1,975,000 in the aggregate, subsequent
to July 1, 2006 for the consent to extend the time for the submission of the
financial statement filings, plus or minus as applicable (d) the impact of any net change in the
Company’s LIFO inventory reserve.  For
purposes of this definition, the following items shall be excluded in
determining consolidated net income of the Company: (1) the income (or deficit)
of any other Person accrued prior to the date it became a Subsidiary of, or was
merged or consolidated into, the Company or any of the Company’s Subsidiaries;
(2) the income (or deficit) of any other Person (other than a Subsidiary) in
which the Company has an ownership interest, except to the extent any such
income has actually been received by the Company in the form of cash dividends
or distributions; (3) the undistributed earnings of any Subsidiary of the
Company to the extent that the declaration or payment of dividends or similar
distributions by such Subsidiary is not at the time permitted by the terms of
any contractual obligation or requirement of law applicable to such Subsidiary;
(4) any restoration to income of any contingency reserve, except to the extent
that provision for such reserve was made out of income accrued during such
period; (5) any write-up of any asset; (6) any net gain from the collection of
the proceeds of life insurance policies; (7) any net gain arising from the
acquisition of any securities, or the extinguishment, under GAAP, of any
Indebtedness, of the Company; (8) in the case of a successor to the Company by
consolidation or merger or as a transferee of its assets, any earnings of such
successor prior to such consolidation, merger or transfer of assets; and (9)
any deferred credit representing the excess of equity in any Subsidiary of the
Company at the date of acquisition of such Subsidiary over the cost to the
Company of the investment in such Subsidiary.


“Adjusted Indebtedness” means Indebtedness less all
cash and cash equivalents on hand.


“Consolidated Leverage Ratio” as of any date of
determination means the ratio of



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(1) Adjusted Indebtedness of the Company and its
consolidated Subsidiaries as of the last day of the most recent fiscal quarter
to


(2) the aggregate amount of Adjusted EBITDA for the
most recent four consecutive fiscal quarters.


B.   Section 4.01 of the Indenture will be deleted
and will be replaced by the following Section 4.01:


“SECTION 4.01  Payment of Securities. 
The Company shall promptly pay the principal of and interest, including
Special Interest (as defined below), if any, on the Securities on the dates and
in the manner provided in the Securities and in this Indenture.  Principal and interest shall be considered
paid on the date due if on such date the Trustee or the Paying Agent holds in
accordance with this Indenture money sufficient to pay all principal and
interest then due and the Trustee or the Paying Agent, as the case may be, is
not prohibited from paying such money to the Securityholders on that date
pursuant to the terms of this Indenture.


In addition to any other payment required by the Notes
and this Indenture, the Company shall pay, on each date on which a regularly
scheduled interest payment is due, additional interest in an amount equal to
1.25% per annum (the “Special Interest”) on
the outstanding principal amount of the Notes from the date on which the Second
Supplemental Indenture to this Indenture is executed by the Company and the
Trustee through March 31, 2007, with the Special Interest thereafter to be
adjusted based on the Consolidated Leverage Ratio as of the last day of each
fiscal quarter (beginning December 31, 2006) and to be effective during each
next succeeding fiscal quarter (beginning with the quarter commencing on April
1, 2007), as follows:




	
  Consolidated Leverage Ratio:

  	
   

  	
  Special Interest:

  
	
  greater than or
  equal to 7.0 to 1

  	
   

  	
  2.75%

  
	
  greater than or
  equal to 6.5 to 1 but less than 7.0 to 1

  	
   

  	
  2.25%

  
	
  greater than or
  equal to 6.0 to 1 but less than 6.5 to 1

  	
   

  	
  1.75%

  
	
  greater than 4.0
  to 1 but less than 6.0 to 1

  	
   

  	
  1.25%

  
	
  less than or
  equal to 4.0 to 1 but greater than 3.5 to 1

  	
   

  	
  0.75%

  
	
  less than or
  equal to 3.5 to 1 but greater than 3.0 to 1

  	
   

  	
  0.25%

  
	
  less than or
  equal to 3.0 to 1

  	
   

  	
  0.00%

  






 


The Company will, as soon as practicable, and in any
event within 45 days, following the end of each fiscal quarter (beginning with
the quarter ended December 31, 2006), deliver to the Trustee an Officers’
Certificate certifying the calculated Consolidated Leverage Ratio as of the
last day of such fiscal quarter.  Such
Officers’ Certificate shall be accompanied by supporting calculations.  The Company will disclose (i) the
Consolidated Leverage Ratio for each quarter and (ii) the adjustment, if any, to
the Special Interest in the applicable Annual Report on Form 10-K or Quarterly
Report on Form 10-Q.



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The Company shall pay interest on overdue principal at
the rate specified therefor in the Securities, and it shall pay interest on
overdue installments of interest at the same rate to the extent lawful.”


                C.            Section 4.02 of the Indenture will be deleted and will be
replace by the following Section 4.02:


SECTION 4.02  SEC Reports.  Whether or not the Company or the Subsidiary
Guarantors are subject to the reporting requirements of Section 13 or 15(d) of
the Exchange Act, the Company and the Subsidiary Guarantors shall file with the
SEC (subject to the next sentence) and provide the Trustee and Securityholders
with such annual and other reports as are specified in Sections 13 and 15(d) of
the Exchange Act and applicable to a U.S. corporation subject to such Sections,
such reports to be so filed and provided at the times specified for the filings
of such reports under such Sections and containing all the information, audit
reports and exhibits required for such reports.


If, at any time, the Company or the Subsidiary
Guarantors are not subject to the periodic reporting requirements of the
Exchange Act for any reason, the Company shall nevertheless continue filing the
reports specified in the preceding sentence with the SEC within the time
periods required unless the SEC will not accept such a filing.  The Company shall not take any action for the
purpose of causing the SEC not to accept any such filings.  If, notwithstanding the foregoing, the SEC
will not accept such filings for any reason, the Company shall post the reports
specified in the preceding sentence on its website within the time periods that
would apply if the Company were required to file those reports with the SEC.


At any time that any of the Company’s Subsidiaries are
Unrestricted Subsidiaries, then the Company shall include in the quarterly and
annual financial information required by the preceding paragraph a reasonably
detailed presentation, either on the face of the financial statements or in the
footnotes thereto, and in “Management’s Discussion
and Analysis of Financial Condition and Results of Operations”, of
the financial condition and results of operations of the Company and its
Restricted Subsidiaries separate from the financial condition and results of
operations of the Unrestricted Subsidiaries of the Company.


In addition, the Company shall furnish to the Holders
of the Securities and to prospective investors, upon the requests of such Holders,
any information required to be delivered pursuant to Rule 144A(d)(4) under the
Securities Act so long as the Securities are not freely transferable under the
Securities Act.


The Company also shall comply with the other
provisions of TIA § 314(a).


Notwithstanding the foregoing, (i) the Company shall
not be obligated to file with the SEC or furnish to the Trustee or the Holders,
the Company’s Annual Report on Form 10-K for the fiscal year ended December 31,
2005 or the Company’s Quarterly Report on Form 10-Q for the fiscal quarter
ended March 31, 2006 prior to August 21, 2006, provided that the Company’s
failure to file such reports, documents or information with the SEC on or prior
to August 21, 2006 shall constitute an immediate Event of Default hereunder
without any



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 required notice thereof or
opportunity to cure and (ii) the Company shall not be obligated to file with
the SEC, or furnish to the Trustee or the Holders, the Company’s Quarterly
Report on Form 10-Q for the fiscal quarter ended June 30, 2006 prior to
December 17, 2006, provided that the Company’s failure to file such reports,
documents or information with the SEC on or prior to December 17, 2006 shall
constitute an immediate Event of Default hereunder without any required notice
thereof or opportunity to cure.”


D.   Section 6.01(4) of the Indenture will be
amended to read in its entirety as follows:


“(4)         the
Company fails to comply with Section 4.02, 4.03, 4.04, 4.05, 4.06, 4.07, 4.08,
4.09, 4.10, 4.11, or 4.14 (other than a failure to purchase Securities when
required under Section 4.06, 4.10 or 4.14) and such failure continues for 30
days after the notice specified below, except with respect to the last
paragraph of Section 4.02 pursuant to which there is no notice or cure period;”


ARTICLE II


MISCELLANEOUS


A.   Definitions.  All capitalized terms which are used herein
and not otherwise defined herein are used herein with the same meanings as in
the Indenture.


B.   Effect of Second Supplemental Indenture;
Effectiveness and Operation.  This
Second Supplemental Indenture shall be effective upon execution hereof by the
Company, the Subsidiary Guarantors and the Trustee.  From and after such execution, the Amendments
set forth herein shall be deemed to have modified the applicable articles or
sections, or portions thereof, or clauses, of the Indenture.  In all other respects, the Indenture is
confirmed by the parties hereto as supplemented by the terms of this Second
Supplemental Indenture.  In the event
that there is a conflict or inconsistency between the Indenture and this Second
Supplemental Indenture, the provisions of this Second Supplemental Indenture
shall control.


C.   Trust Indenture Act Controls.   If any provision of this Second Supplemental
Indenture limits, qualifies or conflicts with another provision which is
required to be included in this Second Supplemental Indenture by the Trust
Indenture Act of 1939, as amended (the “TIA”), the required provision shall
control.  If any provision of this Second
Supplemental Indenture modifies any TIA provision that may be so modified, such
TIA provision shall be deemed to apply to this Second Supplemental Indenture as
so modified.  If any provision of this
Second Supplemental Indenture excludes any TIA provision that may be so
excluded, such TIA provision shall be excluded from this Second Supplemental
Indenture.


D.   Trustee.  The recitals contained herein shall be taken
as the statements of the Company and the Trustee assumes no responsibility for
their correctness.  The Trustee makes no
representations as to the validity or sufficiency of this Second Supplemental
Indenture.


E.    Governing Law.  This Second Supplemental Indenture shall be
governed by and construed in accordance with the laws of the State of New York,
without regard to the conflicts of law principles thereof.



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F.    Severability.  In case any
provisions in this Second Supplemental Indenture shall be invalid, illegal or
unenforceable, the validity, legality and enforceability of the remaining
provisions shall not in any way be affected or impaired thereby.


G.   Counterparts.  The parties may sign any number of copies of
this Second Supplemental Indenture. Each signed copy shall be an original, but
all of them together represent the same agreement.


[signature
page follows]



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IN WITNESS
WHEREOF, the parties hereto have caused this Second Supplemental Indenture to
be duly executed, all as of the date first above written.


 


	
  

  	
  COMPANY:

  
	
   

  	
   

  	
   

  
	
   

  	
  THERMADYNE HOLDINGS CORPORATION

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Patricia S. Williams

  
	
   

  	
  Name:

  	
  Patricia S. Williams

  
	
   

  	
  Title:

  	
  Vice President, Secretary & General Counsel

  
	
   

  	
   

  	
   

  
	
   

  	
  TRUSTEE:

  
	
   

  	
   

  	
   

  
	
   

  	
  U.S. BANK NATIONAL ASSOCIATION, as Trustee

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Raymond S. Haverstock

  
	
   

  	
  Name:

  	
  Raymond S. Haverstock

  
	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
  SUBSIDIARY GUARANTORS:

  
	
   

  	
   

  	
   

  
	
   

  	
  C&G SYSTEMS, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Patricia S. Williams

  
	
   

  	
  Name:

  	
  Patricia S. Williams

  
	
   

  	
  Title:

  	
  Vice President, Secretary & General Counsel

  
	
   

  	
   

  	
   

  
	
   

  	
  C&G SYSTEMS HOLDING, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ Patricia S. Williams

  
	
   

  	
  Name:

  	
  Patricia S. Williams

  
	
   

  	
  Title:

  	
  Vice President, Secretary & General Counsel

  
	
   

  	
   

  	
   

  
	
   

  	
  MECO HOLDING COMPANY

  
	
   

  	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ Patricia S. Williams

  
	
   

  	
  Name:

  	
  Patricia S. Williams

  
	
   

  	
  Title:

  	
  Vice President, Secretary & General Counsel

  
	
   

  	
   

  	
   

  
	
   

  	
  PROTIP CORPORATION

  
	
   

  	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ Patricia S. Williams

  
	
   

  	
  Name:

  	
  Patricia S. Williams

  
	
   

  	
  Title:

  	
  Vice President, Secretary & General Counsel

  
				



 



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  STOODY COMPANY

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Patricia S. Williams

  
	
   

  	
  Name:

  	
  Patricia S. Williams

  
	
   

  	
  Title:

  	
  Vice President, Secretary & General Counsel

  
	
   

  	
   

  	
   

  
	
   

  	
  THERMADYNE INDUSTRIES, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Patricia S. Williams

  
	
   

  	
  Name:

  	
  Patricia S. Williams

  
	
   

  	
  Title:

  	
  Vice President, Secretary & General Counsel

  
	
   

  	
   

  	
   

  
	
   

  	
  THERMADYNE INTERNATIONAL CORP.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Patricia S. Williams

  
	
   

  	
  Name:

  	
  Patricia S. Williams

  
	
   

  	
  Title:

  	
  Vice President, Secretary & General Counsel

  
	
   

  	
   

  	
   

  
	
   

  	
  THERMAL ARC, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Patricia S. Williams

  
	
   

  	
  Name:

  	
  Patricia S. Williams

  
	
   

  	
  Title:

  	
  Vice President, Secretary & General Counsel

  
	
   

  	
   

  	
   

  
	
   

  	
  THERMAL DYNAMICS CORPORATION

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Patricia S. Williams

  
	
   

  	
  Name:

  	
  Patricia S. Williams

  
	
   

  	
  Title:

  	
  Vice President, Secretary & General Counsel

  
	
   

  	
   

  	
   

  
	
   

  	
  TWECO PRODUCTS, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Patricia S. Williams

  
	
   

  	
  Name:

  	
  Patricia S. Williams

  
	
   

  	
  Title:

  	
  Vice President, Secretary & General Counsel

  
	
   

  	
   

  	
   

  
	
   

  	
  VICTOR EQUIPMENT COMPANY

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Patricia S. Williams

  
	
   

  	
  Name:

  	
  Patricia S. Williams

  
	
   

  	
  Title:

  	
  Vice President, Secretary & General Counsel

  
	
   

  	
   

  	
   

  



 



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