Exhibit 10.2





Exhibit 10.2




AMENDMENT NUMBER ONE TO

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”),
VICTOR EQUIPMENT COMPANY, a Delaware corporation (“Victor”), 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, Victor,
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”);



WHEREAS, the Borrowers and the Guarantors have requested that Agent and Lenders amend certain
provisions of the Credit Agreement; and




WHEREAS, the Agent and Lenders have agreed to amend the Credit Agreement as set forth herein.



NOW THEREFORE, in consideration of the mutual execution hereof and other good and valuable
consideration, the parties hereto agree as follows:



1. Amendments to Credit Agreement. Subject to the satisfaction of the conditions precedent set
forth in Section 3 hereof, the parties hereto hereby agree to amend the Credit Agreement as
follows:




(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;”



2. 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 and the 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.



Amendment Number One






 


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3. Effectiveness. This Amendment shall become effective as of the date set forth above on the date
(the “Amendment Number One Effective Date”) on which the Agent shall have received:




(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.



4. 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.



5. 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.



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.



7. Headings. The headings of this Amendment are for purposes of reference only and shall not limit
or otherwise affect the meaning hereof.



8. 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 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 LEFT INTENTIONALLY BLANK]




Amendment Number One


 


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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/ Steven A. Schumm
 	 
	 	 	Name:  	Steven A. Schumm 	 
	 	 	Title:  	EVP  CFO & CAO 	 
	 
	 	THERMAL DYNAMICS CORPORATION,

 	 
	 	By:  	/s/ Steven A. Schumm
 	 
	 	 	Name:  	Steven A. Schumm 	 
	 	 	Title:  	EVP  CFO & CAO 	 
	 
	 	VICTOR EQUIPMENT COMPANY,

 	 
	 	By:  	/s/ Steven A. Schumm
 	 
	 	 	Name:  	Steven A. Schumm 	 
	 	 	Title:  	EVP  CFO & CAO 	 
	 
	 	C & G MERGER CO.,

 	 
	 	By:  	/s/ Steven A. Schumm
 	 
	 	 	Name:  	Steven A. Schumm 	 
	 	 	Title:  	EVP  CFO & CAO 	 
	 
	 	STOODY COMPANY,

 	 
	 	By:  	/s/ Steven A. Schumm
 	 
	 	 	Name:  	Steven A. Schumm 	 
	 	 	Title:  	EVP  CFO & CAO 	 
	 



Signature Page to

Amendment Number One



 


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	 	THERMADYNE INTERNATIONAL CORP.,

 	 
	 	By:  	/s/ Steven A. Schumm
 	 
	 	 	Name:  	Steven A. Schumm 	 
	 	 	Title:  	EVP  CFO & CAO 	 
	 
	 	THERMADYNE HOLDINGS CORPORATION,

 	 
	 	By:  	/s/ Steven A. Schumm
 	 
	 	 	Name:  	Steven A. Schumm 	 
	 	 	Title:  	EVP  CFO & CAO 	 
	 
	 	C&G SYSTEMS HOLDING, INC.,

 	 
	 	By:  	/s/ Steven A. Schumm
 	 
	 	 	Name:  	Steven A. Schumm 	 
	 	 	Title:  	EVP  CFO & CAO 	 
	 
	 	CIGWELD PTY LTD.,

 	 
	 	By:  	/s/ Steven A. Schumm
 	 
	 	 	Name:  	Steven A. Schumm 	 
	 	 	Title:  	EVP  CFO & CAO 	 
	 
	 	THERMADYNE AUSTRALIA PTY LTD.,

 	 
	 	By:  	/s/ Steven A. Schumm
 	 
	 	 	Name:  	Steven A. Schumm 	 
	 	 	Title:  	EVP  CFO & CAO 	 
	 



Signature Page to

Amendment Number One



 


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	 	REGIONS BANK, individually, and as

Administrative Agent, Collateral Agent and

Funding Agent

 	 
	 	By:  	/s/ Eric J. Knoll
 	 
	 	 	Name:  	Eric J. Knoll 	 
	 	 	Title:  	Vice President 	 
	 



Signature Page to

Amendment Number One





 


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	 	 	NORTHWOODS CAPITAL IV, LIMITED	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	By: Angelo, Gordon & Co., L.P., as
Collateral Manager	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	By:
	 	/s/ Bradley Pattelli
 

	 	 
	 

	 	 	 	 	 	 
	 	Name: Bradley Pattelli	 	 
	 

	 	 	 	 	 	 
	 	Title:   Managing Director	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	NORTHWOODS CAPITAL V, LIMITED	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	By: Angelo, Gordon & Co., L.P., as
Collateral Manager	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	By:
	 	/s/ Bradley Pattelli	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	Name: Bradley Pattelli	 	 
	 

	 	 	 	 	 	 
	 	Title:   Managing Director	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	NORTHWOODS CAPITAL VI, LIMITED	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	By: Angelo, Gordon & Co., L.P., as
Collateral Manager	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	By:
	 	/s/ Bradley Pattelli	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	Name: Bradley Pattelli	 	 
	 

	 	 	 	 	 	 
	 	Title:   Managing Director	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	NORTHWOODS CAPITAL VII, LIMITED	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	By: Angelo, Gordon & Co., L.P., as
Collateral Manager	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	By:
	 	/s/ Bradley Pattelli	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	Name: Bradley Pattelli	 	 
	 

	 	 	 	 	 	 
	 	Title:   Managing Director	 	 





Signature Page to

Amendment Number One




 


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	 	 	NORTHWOODS CAPITAL VIII, LIMITED	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	By: Angelo, Gordon & Co., L.P., as
Collateral Manager	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	By:
	 	/s/ Bradley Pattelli	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	 	Name: Bradley Pattelli	 	 
	 

	 	 	 	 	 	 
	 	Title:   Managing Director	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	JRG REINSURANCE COMPANY, LTD.	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	By: Angelo, Gordon & Co., L.P., as
Investment Manager	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	By:
	 	/s/ Bradley Pattelli	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	 	Name: Bradley Pattelli	 	 
	 

	 	 	 	 	 	 
	 	Title:   Managing Director	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	AG GLOBAL DEBT STRATEGY PARTNERS, L.P.	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	By: Angelo, Gordon & Co., L.P.,
its Fund Adviser	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	By:
	 	/s/ Bradley Pattelli	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	 	Name: Bradley Pattelli	 	 
	 

	 	 	 	 	 	 
	 	Title:   Managing Director	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	SUMMER HILL FIXED INCOME AG, LLC	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	By: Angelo, Gordon & Co., L.P., its
Investment Manager	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	By:
	 	/s/ Bradley Pattelli	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	 	Name: Bradley Pattelli	 	 
	 

	 	 	 	 	 	 
	 	Title:   Managing Director	 	 





Signature Page to

Amendment Number One




 


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	 	 	AG DIVERSIFIED CREDIT STRATEGIES MASTER, L.P.	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	By: AG Diversified Credit Strategies GP, LLC,

its General Partner	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	By: Angelo, Gordon & Co., L.P., its Manager	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	By:
	 	/s/ Bradley Pattelli
 

	 	 
	 

	 	 	 	 	 	 
	 	Name: Bradley Pattelli	 	 
	 

	 	 	 	 	 	 
	 	Title:   Managing Director	 	 






Signature Page to

Amendment Number One




 


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