Exhibit
4.12


 


SECOND AMENDMENT
TO AMENDED AND RESTATED CREDIT AGREEMENT


 


This SECOND AMENDMENT TO
AMENDED AND RESTATED CREDIT AGREEMENT (the “Amendment”) is entered into
as of this 19th day of May, 2004, by and among THERMADYNE INDUSTRIES, INC., a
Delaware corporation (“Industries”), THERMAL DYNAMICS CORPORATION, a
Delaware corporation (“Dynamics”), TWECO PRODUCTS, INC., a Delaware
corporation (“Tweco”), VICTOR EQUIPMENT COMPANY, a Delaware corporation
(“Victor”), 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 collectively with
ProTip, Thermal Arc, Stoody, C & G, Victor, Tweco, Dynamics and Industries,
the “Borrowers”), the other persons designated as Credit Parties on the
signature pages hereof, GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware
corporation (“Agent”) and the Persons signatory thereto from time to
time as Lenders.  Unless otherwise
specified herein, capitalized terms used in this Amendment shall have the
meanings ascribed to them in Annex A to the Credit Agreement (as
hereinafter defined).


 


RECITALS


 


WHEREAS, the Borrowers,
the Credit Parties, Agent and Lenders have entered into that certain Amended
and Restated Credit Agreement dated as of February 5, 2004 (as further
amended, supplemented, restated or otherwise modified from time to time, the “Credit
Agreement” ); and


 


WHEREAS, the Borrowers
have requested that Requisite Lenders amend certain provisions of the Credit
Agreement.


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


 


1.                                       Amendment.


 


(a)  Section 5.9 of the Credit Agreement is
hereby amended to delete the amount “$10,000,000” in the fifth sentence thereof
(which sentence begins, “In addition to the foregoing”) and in lieu thereof
insert “12,000,000”.


 


(b)  Subsection (c)(x) of the definition of
“EBITDA” in Annex A to the Credit Agreement is hereby amended and
restated in its entirety to read as follows:


 


“(x) any non-recurring
employee severance expenses and non-recurring cash expenses related to plant
reorganizations, not to exceed $10,000,000 in the aggregate, incurred prior to
January 1, 2005”


 


2.                                       Representations
and Warranties of Credit Parties. 
The Credit Parties represent and warrant that:


 


(a)  the execution, delivery and performance by
the Credit Parties of this Amendment have been duly authorized by all necessary
corporate action required on its part and this Amendment is a legal, valid and
binding obligation of the Credit Parties enforceable against the Credit Parties
in accordance with its terms except as the enforcement thereof may be subject
to (i) the effect of any applicable bankruptcy, insolvency, reorganization,
moratorium or similar laws


 

















 


affecting creditors’
rights generally and (ii) general principles of equity (regardless of whether
enforcement is sought in a proceeding in equity or at law); and


 


(b)  after giving effect to this Amendment, each
of the representations and warranties contained in the Credit Agreement is true
and correct in all material respects on and as of the date hereof as if made on
the date hereof, except to the extent that such representations and warranties
expressly relate to an earlier date.


 


(c)  Conditions To Effectiveness.  This Amendment shall be effective upon the
following (all in form and substance satisfactory to Agent)


 


(1)                                  execution
and delivery of this Amendment by the Requisite Lenders and the Credit Parties.


 


(2)                                  The
Borrower shall have paid to the Agent an amendment fee in the amount of
$50,000.


 


(3)                                  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 11.3(a)
of the Credit Agreement.


 


3.                                       Reference
To And Effect Upon The Credit Agreement.


 


(a)                                  The
Credit Agreement and the other Loan Documents shall remain in full force and
effect, as amended hereby, and are hereby ratified and confirmed.


 


(b)                                 The
execution, delivery and effectiveness of this Amendment shall not operate as a
waiver of any right, power or remedy of Agent or any Lender under the Credit
Agreement or any Loan Document, nor constitute a waiver or amendment of any
provision of the Credit Agreement or any Loan Document, except as specifically
set forth herein.  Upon the
effectiveness of this Amendment, each reference in the Credit Agreement to
“this Credit Agreement,” “hereunder,” 
“hereof,” “herein” or words of similar import shall mean and be a
reference to the Credit Agreement as amended hereby.


 


4.                                       Governing
Law.  THIS AMENDMENT SHALL BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS (AS OPPOSED TO
CONFLICTS OF LAWS PROVISIONS) OF THE STATE OF NEW YORK.


 


5.                                       Headings.  Section headings in this Amendment are
included herein for convenience of reference only and shall not constitute a
part of this Amendment for any other purposes.


 


6.                                       Counterparts.  This Amendment may be executed in any number
of counterparts, each of which when so executed shall be deemed an original,
but all such counterparts shall constitute one and the same instrument.


 


7.                                       Reaffirmation
of Guaranties.  The Credit Parties
signatory hereto hereby reaffirm their Guaranties of the Obligations, taking
into account the provisions of this Amendment.


 


[Signature pages
follow]


 


2

















 


IN WITNESS WHEREOF, the
parties hereto have executed and delivered this Amendment as of the date first
written above.


 


 


	
   

  	
  LENDERS:

  
	
   

  	
   

  
	
   

  	
  GENERAL ELECTRIC CAPITAL

  CORPORATION,

  
	
   

  	
  as Agent and Lender

  
	
   

  	
   

  
	
   

  	
  /s/ Dennis W.
  Cloud

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Dennis
  W. Cloud

  
	
   

  	
  Duly
  Authorized Signatory

  



 


S-1

















 


	
   

  	
  BORROWERS:

  
	
   

  	
   

  
	
   

  	
  THERMADYNE INDUSTRIES, INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  James H. Tate

  
	
   

  	
  Name:

  	
  James
  H. Tate

  
	
   

  	
  Title:

  	
  Senior
  Vice President

  
					



 


 


	
   

  	
  THERMAL DYNAMICS CORPORATION

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  James H. Tate

  
	
   

  	
  Name:

  	
  James
  H. Tate

  
	
   

  	
  Title:

  	
  Senior
  Vice President

  
					



 


 


	
   

  	
  TWECO PRODUCTS, INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  James H. Tate

  
	
   

  	
  Name:

  	
  James
  H. Tate

  
	
   

  	
  Title:

  	
  Senior
  Vice President

  
					



 


 


	
   

  	
  VICTOR EQUIPMENT COMPANY

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  James H. Tate

  
	
   

  	
  Name:

  	
  James
  H. Tate

  
	
   

  	
  Title:

  	
  Senior
  Vice President

  
					



 


 


	
   

  	
  C & G SYSTEMS, INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  James H. Tate

  
	
   

  	
  Name:

  	
  James
  H. Tate

  
	
   

  	
  Title:

  	
  Senior
  Vice President

  
					



 


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  STOODY COMPANY

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  James H. Tate

  
	
   

  	
  Name:

  	
  James
  H. Tate

  
	
   

  	
  Title:

  	
  Senior
  Vice President

  
					



 


 


	
   

  	
  THERMAL ARC, INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  James H. Tate

  
	
   

  	
  Name:

  	
  James
  H. Tate

  
	
   

  	
  Title:

  	
  Senior
  Vice President

  
					



 


 


	
   

  	
  THERMADYNE INTERNATIONAL CORP.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  James H. Tate

  
	
   

  	
  Name:

  	
  James
  H. Tate

  
	
   

  	
  Title:

  	
  Senior
  Vice President

  
					



 


 


	
   

  	
  PROTIP CORPORATION

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  James H. Tate

  
	
   

  	
  Name:

  	
  James
  H. Tate

  
	
   

  	
  Title:

  	
  Senior
  Vice President

  
					



 


S-3

















 


The following Persons are
signatories to this Amendment in their capacity as Credit Parties and not as
Borrowers and acknowledge and agree to the foregoing (including, without
limitation, Section 7 hereof) in such capacity.


 


 


	
   

  	
  THERMADYNE HOLDINGS CORPORATION

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  James H. Tate

  
	
   

  	
  Name:

  	
  James
  H. Tate

  
	
   

  	
  Title:

  	
  Senior
  Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  THERMADYNE RECEIVABLES, INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  James H. Tate

  
	
   

  	
  Name:

  	
  James
  H. Tate

  
	
   

  	
  Title:

  	
  Senior
  Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  MECO HOLDING COMPANY

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  James H. Tate

  
	
   

  	
  Name:

  	
  James
  H. Tate

  
	
   

  	
  Title:

  	
  Senior
  Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  C&G SYSTEMS HOLDING, INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  James H. Tate

  
	
   

  	
  Name:

  	
  James
  H. Tate

  
	
   

  	
  Title:

  	
  Senior
  Vice President

  
					



 


S-4

















 


The following Persons is
signatory to this Agreement in its capacity as a Credit Party solely with
respect to Section 6 of the Credit Agreement and not as a Borrower.


 


	
   

  	
  THERMADYNE WELDING PRODUCTS CANADA

  LTD.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  James H. Tate

  
	
   

  	
  Name:

  	
  James
  H. Tate

  
	
   

  	
  Title:

  	
  Senior
  Vice President

  
					



 


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