First Supplemental Indenture, dated as of February 27, 2012



 Exhibit 4.1 
 FIRST SUPPLEMENTAL INDENTURE 
 FIRST SUPPLEMENTAL INDENTURE (this
“Supplemental Indenture”), dated as of February 27, 2012, among Thermadyne Holdings Corporation, a Delaware corporation (the “Company”), the Guarantors (as defined in the Indenture referred to herein) and U.S.
Bank National Association, as trustee under the Indenture referred to below (the “Trustee”). 
 W I T N E S S E
T H 
 WHEREAS, the Company and the Guarantors have heretofore executed and delivered to the Trustee an indenture (the
“Indenture”), dated as of December 3, 2010 providing for the issuance of 9% Senior Secured Notes due 2017 (the “Notes”); 
 WHEREAS, Section 9.02 of the Indenture provides, among other things, that the Company, any Guarantor (with respect to its Guarantee or the Indenture) and the Trustee may amend or supplement the
Indenture, any Security Document, any related Guarantee or the Notes with the consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding and issued under the Indenture (“Outstanding
Notes”); 
 WHEREAS, the Company has solicited the consents of Holders of the Outstanding Notes to a proposed amendment
to the Indenture (the “Proposed Amendment”), pursuant to the Consent Solicitation Statement dated February 14, 2012 (as the same may be amended or supplemented from time to time, the “Statement”); 

WHEREAS, the Holders of at least a majority of the Outstanding Notes have provided written consent to the Proposed Amendment; 

WHEREAS, the execution and delivery of this Supplemental Indenture have been duly authorized and all conditions and requirements
necessary to make this Supplemental Indenture a valid and binding agreement of the Company and the Guarantors have been duly performed and complied with; 
 WHEREAS, pursuant to Section 9.02 of the Indenture, the Trustee is authorized to execute and deliver this Supplemental Indenture; and 

WHEREAS, the Company and the Guarantors, pursuant to the foregoing authority, propose in and by this Supplemental Indenture to amend the
Indenture and have requested that the Trustee join in the execution of this Supplemental Indenture. 
 NOW, THEREFORE, in
consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Company, the Guarantors and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders of
the Notes as follows: 
 1. CAPITALIZED TERMS. Capitalized terms used herein without definition shall have the meanings assigned
to them in the Indenture. 







 2. AMENDMENT. 

 

	 	(a)	Pursuant to Section 9.02 of the Indenture, the Indenture is hereby amended as follows: 


Subject to Section 2(b) below, Section 4.07(b)(10) of the Indenture is hereby deleted in its entirety and replaced with the
following: 
 “(10) other Restricted Payments in an aggregate amount taken together with all other Restricted Payments made
pursuant to this clause (10) not to exceed $100.0 million;” 
  

	 	(b)	The Amendment described in (a) above shall become operative immediately upon the provision by the Company to the Trustee of an Officer’s Certificate
certifying that the conditions set forth in the Statement have either been satisfied or, where permitted, waived by the Company. 

 3. RATIFICATION OF INDENTURE; SUPPLEMENTAL INDENTURE PART OF INDENTURE. Except as expressly amended hereby, the Indenture is in all respects ratified and confirmed and all the terms, conditions and
provisions thereof shall remain in full force and effect. This Supplemental Indenture shall form a part of the Indenture for all purposes, and every Holder of Notes heretofore or hereafter authenticated and delivered shall be bound hereby.

 4. SEVERABILITY. In case any provision in this Supplemental Indenture, the Indenture or in the Notes 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. 
 5. NEW YORK LAW TO GOVERN. THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO
THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY. EACH OF THE COMPANY, THE GUARANTORS AND THE TRUSTEE HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO
TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS SUPPLEMENTAL INDENTURE, THE NOTES, THE GUARANTEES OR THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY. 
 6. COUNTERPARTS. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement. 

7. EFFECT OF HEADINGS. The Section headings herein are for convenience only and shall not affect the construction hereof. 

8. THE TRUSTEE. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this
Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Company and the Guarantors. 
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 IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly
executed and attested, all as of the date first above written. 
  

	
	THERMADYNE HOLDINGS CORPORATION
	
	/s/ Jeffrey S. Kulka
	By: Jeffrey S. Kulka
	 Title: Executive Vice President and Chief
 Financial Officer

	
	 THERMADYNE INDUSTRIES, INC.

THERMAL DYNAMICS CORPORATION THERMADYNE INTERNATIONAL CORP. VICTOR EQUIPMENT COMPANY
 STOODY COMPANY, as guarantors

	
	/s/ Jeffrey S. Kulka
	By: Jeffrey S. Kulka
	 Title: Executive Vice President and Chief
 Financial Officer










  

					
	Executed by THERMADYNE AUSTRALIA PTY	  	)	  	
	LTD ACN 071 843 028 in accordance with section	  	)	  	
	127(1) of the Corporations Act 2001 (Cth):	  	)	  	
		  	)	  	
		  	)	  	
			
	/s/ Graeme Williams	  		  	/s/ Jeffrey S. Kulka
	  
	  		  	  

	Signature of director	  		  	 Signature of director

			
	Graeme Williams	  		  	Jeffrey S. Kulka
	  
	  		  	  

	Name (please print)	  		  	Name (please print)
			
	Executed by CIGWELD PTY LTD ACN 007 226	  	)	  	
	815 in accordance with section 127(1) of the	  	)	  	
	Corporations Act 2001 (Cth):	  	)	  	
		  	)	  	
		  	)	  	
			
	/s/ Graeme Williams	  		  	/s/ Jeffrey S. Kulka
	  
	  		  	  

	Signature of director	  		  	 Signature of director

			
	Graeme Williams	  		  	Jeffrey S. Kulka
	  
	  		  	  

	Name (please print)	  		  	Name (please print)


  








 U.S. BANK NATIONAL ASSOCIATION, 

as Trustee 
 /s/ Raymond S. Haverstock                         

Authorized Signatory