**Exhibit 4.14**EXECUTION COPY     AMENDMENTNO. 12, WAIVER AND CONSENT (this***“******Amendment******”**)*dated as of March 8,2006, to the Second Lien Credit Agreement dated as of July 29, 2004, amongTHERMADYNE INDUSTRIES, INC., a Delaware corporation *(**“******Industries******”**),*THERMAL DYNAMICSCORPORATION, a Delaware corporation *(**“******Dynamics******”**),*TWECO PRODUCTS, INC., a Delawarecorporation *(**“******Tweco******”**),*VICTOR EQUIPMENT COMPANY, a Delaware corporation *(**“Victor”**),*C & G SYSTEMS, INC., an Illinois corporation(**“****C*****&****G****”**),*STOODY COMPANY, a Delawarecorporation *(**“******Stoody******”**),*THERMAL ARC, INC., a Delaware corporation *(**“******Thermal Arc******”**),*PROTIP CORPORATION, a Missouri corporation *(**“******ProTip******”**),*THERMADYNE INTERNATIONALCORP., a Delaware corporation *(**“******International******”***and, together with ProTip, ThermalArc, Stoody, C & G, Victor, Tweco, Dynamics and Industries, the ***“Borrowers”**),*theGuarantors party thereto, the Lenders from time to time party thereto and CREDITSUISSE, as administrative agent (in such capacity, the ***“******Administrative Agent******”**)*andas collateral agent (in such capacity, the***“******Collateral Agent**”******)*(as amended byAmendment No. 1 and Agreement effective as of September 30, 2004, by Amendment No. 2and Joinder Agreement dated as of November 22, 2004, by Amendment No. 3 and Consentdated as of January 3, 2005, by Amendment No. 4 dated as of March 16, 2005, byAmendment 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 ofAugust 8, 2005, by Amendment No. 9 dated as of October 7, 2005, by Amendment No. 10and Agreement dated as of November 7, 2005, by Amendment No. 11 and Agreement datedas of December 29, 2005, 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. The Borrowers and the other Credit Parties have requested that the Administrative Agentand the Lenders, among other things, (a) consent to (i) the acquisition by Thermadyne South Africa(Pty) Ltd. ***(“******TSA******”**)*of the Stock of Unique Welding Alloys Rustenburg (Pty) Ltd. ***(“******Plant Rental******”**)*held by Gerrit Van Zyl ***(“******Van Zyl******”**)*(the ***“******Plant Rental Acquisition******”**)*and subsequent sale of suchStock and the other Stock of Plant Rental held by TSA back to Van Zyl (the ***“******Plant Rental Sale******”**)*(collectively, the ***“******Plant Rental Transaction******”**)*and (ii) the acquisition by Thermadyne Industries,Inc. of the Stock of Maxwell & Braze (Pty) Ltd. held by Tinus Crous (the ***“******Maxwell Acquisition******”**)*and the Stock of TSA held by Tinus Crous (the ***“******TSA Acquisition******”**)*(collectively, the ***“******CrousTransactions******”**)*and (b) amend certain provisions of the Credit Agreement.     C. Capitalized terms used but not defined herein shall have the meaningsassigned to them in the Credit Agreement.     Accordingly, in consideration of the mutual agreements herein contained and other good andvaluable consideration, the sufficiency and receipt of which are hereby acknowledged, the partieshereto agree as follows:
 

 
     SECTION1. ***Consent to the Plant Rental Transaction and the Crous Transactions****.*(a) TheAdministrative Agent and the Lenders hereby consent to the Credit Parties and their respectiveForeign Subsidiaries closing the Plant Rental Transaction and performing the actions contemplatedthereby, subject to the satisfaction of the following conditionsprecedent:     (i) the Plant Rental Acquisition and Plant Rental Sale close on the same day no laterthan March 13, 2006;     (ii) one of the Credit Parties or their Foreign Subsidiaries receives cash proceedsfrom the Plant Rental Sale of not less than $4,300,000; and     (iii) the net proceeds from the Plant Rental Sale are used by the Credit Parties orsuch Foreign Subsidiary to effect the closing of the Crous Transactions in accordance withparagraph (b) of this Section 1.     (b) The Administrative Agent and Lenders hereby consent to the Credit Parties and theirrespective Foreign Subsidiaries closing the Crous Transactions and performing the actionscontemplated thereby, subject to the satisfaction of the following conditions precedent:     (i) the Maxwell Acquisition and TSA Acquisition both close no later than March 13,2006;     (ii) the aggregate consideration paid by the Credit Parties and their ForeignSubsidiaries in connection with the Crous Transactions does not exceed $3,800,000 plusexpenses; and     (iii) any remaining proceeds from the Plant Rental Sale are applied to the principalbalance of Revolving Credit Advances (as defined in the First Lien Credit Agreement).     SECTION2. ***Limited Waiver.*****The Administrative Agent and the Lenders hereby (a) waivecompliance with (i) in the case of the Plant Rental Sale, Sections 2.12 and 6.08 of the CreditAgreement, and (ii) in the case of the Plant Rental Acquisition, the Maxwell Acquisition and theTSA Acquisition, Sections 6.01 and 6.02 of the Credit Agreement, and (b) waive any Defaults orEvents of Default under such Sections of the Credit Agreement that result from the closing of thePlant Rental Transaction and Crous Transactions in accordance with the terms of this Amendment.     SECTION 3. ***Amendment to Section 6.02****.*Section 6.02 of the Credit Agreement is hereby amendedas of October 15, 2005 by deleting the number “$5,000,000” in clause (i) thereof and inserting“$6,000,000” in its place.     SECTION 4. ***Representations and Warranties****.*To induce the other parties hereto to enter intothis Amendment, the Credit Parties represent and warrant to each of the Lenders, theAdministrative 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
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Agreement are true and correct in all material respects on and as of the date hereof, except tothe extent such representations and warranties expressly relate to an earlier date, and (b) noDefault or Event of Default has occurred and is continuing.     SECTION 5. ***Effectiveness******.***This Amendment shall become effective as of the date set forthabove on the date that the Administrative Agent (or its counsel) shall have received:     (a) counterparts of this Amendment that, when taken together, bear the signatures of theCredit Parties and the Required Lenders; and     (b) a copy of a fully executed and delivered amendment, in form and substance reasonablysatisfactory to the Administrative Agent, to the First Lien Credit Agreement.     SECTION6. ***Effect of Amendment.***Except as expressly set forth herein, this Amendment shall notby implication or otherwise limit, impair, constitute a waiver of, or otherwise affect the rightsand remedies of the Lenders, the Administrative Agent or the Collateral Agent under the CreditAgreement or any other Loan Document, and shall not alter, modify, amend or in any way affect anyof the terms, conditions, obligations, covenants or agreements contained in the Credit Agreementor any other Loan Document, all of which are ratified and affirmed in all respects and shallcontinue in full force and effect. Nothing herein shall be deemed to entitle any Credit Party to aconsent 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 Documentin similar or different circumstances. This Amendment shall apply and be effective only withrespect to the provisions of the Credit Agreement specifically referred to herein. After the datehereof, 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 theother Loan Documents.     SECTION 7. ***Counterparts******.***This Amendment may be executed in any number of counterparts and bydifferent parties hereto in separate counterparts, each of which when so executed and deliveredshall be deemed an original, but all such counterparts together shall constitute but one and thesame contract. Delivery of an executed counterpart of a signature page of this Amendment byfacsimile transmission shall be as effective as delivery of a manually executed counterparthereof.     SECTION 8. ***Applicable Law******.***THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCEWITH, THE LAWS OF THE STATE OF NEW YORK.     SECTION 9. ***Headings******.***The headings of this Amendment are for purposes of reference only andshall not limit or otherwise affect the meaning hereof.     SECTION 10. ***Expenses******.***The Borrowers agree to reimburse the Administrative Agent for allout-of-pocket expenses in connection with this Amendment, including the
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reasonable fees, charges and disbursements of Cravath, Swaine & Moore LLP, counsel for theAdministrative Agent.     SECTION 11. ***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 theObligations and, if applicable, the pledge of and/or grant of a security interest in its assets asCollateral to secure the Obligations, all as provided in the Collateral Documents as originallyexecuted, and acknowledges and agrees that such guarantee, pledge and/or grant of security interestcontinue in full force and effect in respect of, and to secure, the Obligations under the CreditAgreement, as amended hereby, and the other Loan Documents.[Remainder of this page intentionally left blank]
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     IN WITNESS WHEREOF, each of the parties hereto has caused this Amendment to be executed anddelivered by its duly authorized officer as of the date first set forth above.         THERMADYNE INDUSTRIES, INC.,           by /s/ P. S. Williams Name: P. S. WILLIAMS      Title: V.P. G. C.           THERMAL DYNAMICSCORPORATION,           by /s/ P. S. Williams Name: P. S. WILLIAMS      Title: V.P. G. C.           TWECO PRODUCTS, INC.,           by /s/ P. S. Williams Name: P. S. WILLIAMS      Title: V.P. G. C.           VICTOR EQUIPMENT COMPANY,           by /s/ P. S. Williams Name: P. S. WILLIAMS      Title: V.P. G. C.           C&G SYSTEMS, INC.,           by /s/ P. S. Williams Name: P. S. WILLIAMS      Title: V.P. G. C.           STOODY COMPANY,           by /s/ P. S. Williams Name: P. S. WILLIAMS      Title: V.P. G. C.  
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         THERMAL ARC, INC.,           by /s/ P. S. Williams Name: P. S. Williams      Title: V.P. G. C.           PROTIP CORPORATION,           by /s/ P. S. Williams Name: P. S. Williams      Title: V.P. G. C.           THERMADYNE INTERNATIONAL CORP,           by /s/ P. S. Williams Name: P. S. Williams      Title: V.P. G. C.           THERMADYNE HOLDINGS CORPORATION,           by /s/ P. S. Williams Name: P. S. Williams      Title: V.P. G. C.           MECO HOLDING COMPANY,           by /s/ P. S. Williams Name: P. S. Williams      Title: V.P. G. C.           C&G SYSTEMS HOLDING, INC.,           by /s/ P. S. Williams Name: P. S. Williams      Title: V.P. G. C.  
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         CIGWELD PTY LTD.,           by /s/ P. S. Williams Name: P. S. Williams      Title: V.P. G. C.           DUXTECH PTY LTD.,           by /s/ P. S. Williams Name: P. S. Williams      Title: V.P. G. C.           QUETACK PTY,LTD.           by /s/ P. S. Williams Name: P. S. Williams      Title: V.P. G. C.           QUETALA PTY,LTD.,           by /s/ P. S. Williams Name: P. S. Williams      Title: V.P. G. C.           THERMADYNE AUSTRALIA PTY LTD.,           by /s/ P. S. Williams Name: P. S. Williams      Title: V.P. G. C.           THERMADYNE INDUSTRIES LIMITED,           by /s/ P. S. Williams Name: P. S. Williams      Title: V.P. G. C.  
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         THERMADYNE WELDING PRODUCTS CANADA LIMITED,           by /s/ P. S. Williams Name: P. S. Williams      Title: V.P. G. C.  
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         CREDIT SUISSE, CAYMAN ISLANDS BRANCH, as Administrative Agent and Collateral Agent,           by /s/ Jay Chall Name: Jay Chall      Title: Director           by /s/ Rianka Mohan Name: Rianka Mohan      Title: Associate  
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         GSO SPECIAL SITUATIONS FUND LP, as a Lender,