Exhibit 4.1


 


LIMITED WAIVER AND TENTH AMENDMENT


to


SECOND AMENDED AND RESTATED CREDIT
AGREEMENT


 


This LIMITED WAIVER AND TENTH AMENDMENT TO SECOND AMENDED
AND RESTATED CREDIT AGREEMENT (this “Amendment”), dated as of December
29, 2005, 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 and the Intercreditor Agreement (each as hereinafter
defined).


 


RECITALS


 


WHEREAS, the Borrowers, the Credit Parties, Agent and
Lenders have entered into that certain Second Amended and Restated Credit
Agreement dated as of November 22, 2004 (as further amended, supplemented,
restated or otherwise modified from time to time, the “Credit Agreement”);
and


 


WHEREAS, the Borrowers, Agent and Lenders have agreed
to certain amendments 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.             Limited
Waiver.  The Agent and Lenders hereby
waive any prepayment fee payable under Section 1.7(d) with
respect to the reduction of the Revolving Loan Commitments by $10,000,000 on
the Tenth Amendment Effective Date.


 


2.             Consent to Amendment No. 11
and Agreement to the Second Lien Credit Agreement.  Pursuant to Section 5.2 of the Intercreditor
Agreement, the Agent hereby consents to Amendment No. 11 and Agreement
dated as of December 29, 2005 to the Second Lien Credit Agreement.


 


3.             Amendment
to Section 1.3(c).  Section 1.3(c) of
the Credit Agreement is hereby amended by adding the following sentence at the
end thereof:


 


“Notwithstanding
anything to the contrary in this Section 1.3(c), so long as no
Event of Default has occurred or is continuing the net proceeds of each of the
Genset Sale and Soltec Sale shall be applied to the principal balance of the
Revolving Credit Advances.”


 





















 


4.             Amendment
to Section 6.8.  Section 6.8
of the Credit Agreement is hereby amended by (i) replacing the “and”
immediately prior to clause (g) thereof with a comma and (ii) replacing
the period at the end of clause (g) thereof with the following:


 


“and (h) the
sale of the Stock of (i) Genset SpA for an aggregate amount not less than
$10,000,000 of cash and assumption of debt (the “Genset Sale”) and (ii) Soldaduras
Soltec Ltda. for an aggregate amount not less than $7,500,000 of cash and
assumption of debt (the “Soltec Sale”), so long as the net proceeds of
each of the Genset Sale and the Soltec Sale shall be distributed to a Borrower.”


 


5.             Amendment
to Annex A.


 


(a)           Annex
A of the Credit Agreement is hereby amended by amending and restating the
defined term “Revolving Loan Commitment” to read in its entirety as follows:


 


“Revolving Loan Commitment” means (a) as to any Lender, the
aggregate commitment of such Lender to make Revolving Credit Advances or incur
Letter of Credit Obligations as set forth on Annex J to this Agreement
or in the most recent Assignment Agreement executed by such Lender, and (b) as
to all Lenders, the aggregate commitment of all Lenders to make Revolving
Credit Advances or incur Letter of Credit Obligations, which aggregate
commitment shall be Eighty Million Dollars ($80,000,000) on the Closing Date to
be reduced to Seventy Million Dollars ($70,000,000) on the Tenth Amendment
Effective Date, as such amount may be further adjusted, if at all, from time to
time in accordance with this Agreement.


 


(b)           Annex
A of the Credit Agreement is hereby amended by adding the following new defined
terms in their appropriate alphabetical order:


 


““Genset Sale” has the meaning ascribed thereto in Section 6.8”


 


““Soltec Sale” has the meaning ascribed thereto in Section 6.8”


 


““Tenth Amendment Effective Date” shall mean that date that all
conditions precedent to the effectiveness of that certain Limited Waiver,
Consent and Tenth Amendment to Second Amended and Restated Credit Agreement
dated as of December 29, 2005, by and among the Credit Parties, Agent and
Lenders.”


 


6.             Amendment
to Annex J.  Annex J of the Credit
Agreement is hereby amended and restated in its entirety as provided on Exhibit A
attached hereto.


 


7.             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,


 


2





















 


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.


 


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


 


(a)           execution and delivery of this
Amendment by the Lenders and the Credit Parties;


 


(b)           the Agent shall have received a copy
of a fully executed and delivered amendment, in form and substance satisfactory
to Agent, to that certain Second Lien Credit Agreement, dated as of July 29,
2004, by and among the Borrowers, Credit Suisse and the other Persons signatory
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 11.3(a) of the
Credit Agreement.


 


9.             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
waiver and amendments set forth herein is effective solely for the purposes set
forth herein and shall be limited precisely as written, and shall not be deemed
to (i) be a consent to any amendment, waiver or modification of any other
term or condition of the Credit Agreement or any other Loan Document, (ii) operate
as a waiver or otherwise prejudice any right, power or remedy that the Agent or
the Lenders may now have or may have in the future under or in connection with
the Credit Agreement or any other Loan Document or (iii) constitute a
waiver of any provision of the Credit Agreement or any Loan Document, except as
specifically set forth herein.  Upon the
effectiveness of this Waiver, each reference in the Credit Agreement to “this
Agreement”, “herein”, “hereof” and words of like import and each reference in
the Credit Agreement and the Loan Documents to the Credit Agreement shall mean
the Credit Agreement as amended hereby. 
This Waiver shall be construed in connection with and as part of the
Credit Agreement.


 


10.           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.


 


3





















 


11.           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.


 


12.           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.


 


13.           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]


 


4





















 


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


 


	
   

  	
  LENDER:

  
	
   

  	
   

  
	
   

  	
  GENERAL
  ELECTRIC CAPITAL

  
	
   

  	
  CORPORATION,

  
	
   

  	
  as Agent and
  Lender

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ Dennis W.
  Cloud

  	
   

  
	
   

  	
   

  	
   

  	
  Duly Authorized
  Signatory

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  CREDIT PARTIES:

  
	
   

  	
   

  
	
   

  	
  THERMADYNE
  INDUSTRIES, 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

  	
   

  
	
   

  	
   

  
	
   

  	
  C &
  G SYSTEMS, INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Patricia S.
  Williams

  	
   

  
	
   

  	
  Name:

  	
  Patricia S.
  Williams

  	
   

  
	
   

  	
  Title:

  	
  Vice President,
  Secretary & General Counsel

  	
   

  
																			



 


S-1





















 


	
   

  	
  STOODY
  COMPANY

  
	
   

  	
   

  
	
   

  	
  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

  	
   

  
	
   

  	
   

  
	
   

  	
  THERMADYNE
  INTERNATIONAL CORP.

  
	
   

  	
   

  
	
   

  	
  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

  	
   

  
	
   

  	
   

  
	
   

  	
  THERMADYNE
  HOLDINGS CORPORATION

  
	
   

  	
   

  
	
   

  	
  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

  	
   

  
	
   

  	
   

  
	
   

  	
  C&G
  SYSTEMS HOLDING, INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Patricia S.
  Williams

  	
   

  
	
   

  	
  Name:

  	
  Patricia S.
  Williams

  	
   

  
	
   

  	
  Title: 

  	
  Vice President,
  Secretary & General Counsel

  	
   

  
																		



 





















 


	
   

  	
  THERMADYNE
  AUSTRALIA PTY LTD.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Patricia S.
  Williams

  	
   

  
	
   

  	
  Name:

  	
  Patricia S. Williams

  	
   

  
	
   

  	
  Title:

  	
  Vice President,
  Secretary & General Counsel

  	
   

  
	
   

  	
   

  
	
   

  	
  DUXTECH
  PTY LTD.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Patricia S.
  Williams

  	
   

  
	
   

  	
  Name:

  	
  Patricia S.
  Williams

  	
   

  
	
   

  	
  Title:

  	
  Vice President,
  Secretary & General Counsel

  	
   

  
	
   

  	
   

  
	
   

  	
  CIGWELD
  PTY LTD.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Patricia S.
  Williams

  	
   

  
	
   

  	
  Name:

  	
  Patricia S.
  Williams

  	
   

  
	
   

  	
  Title:

  	
  Vice President,
  Secretary & General Counsel

  	
   

  
	
   

  	
   

  
	
   

  	
  QUETALA
  PTY. LTD.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Patricia S.
  Williams

  	
   

  
	
   

  	
  Name:

  	
  Patricia S.
  Williams

  	
   

  
	
   

  	
  Title:

  	
  Vice President,
  Secretary & General Counsel

  	
   

  
	
   

  	
   

  
	
   

  	
  QUETACK
  PTY. LTD.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Patricia S.
  Williams

  	
   

  
	
   

  	
  Name:

  	
  Patricia S.
  Williams

  	
   

  
	
   

  	
  Title:

  	
  Vice President,
  Secretary & General Counsel

  	
   

  
	
   

  	
   

  
	
   

  	
  THERMADYNE
  WELDING PRODUCTS

  CANADA LIMITED

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Patricia S.
  Williams

  	
   

  
	
   

  	
  Name:

  	
  Patricia S.
  Williams

  	
   

  
	
   

  	
  Title:

  	
  Vice President,
  Secretary & General Counsel

  	
   

  
	
   

  	
   

  
	
   

  	
  THERMADYNE
  INDUSTRIES LIMITED

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ Patricia S.
  Williams

  	
   

  
	
   

  	
  Name:

  	
  Patricia S.
  Williams

  	
   

  
	
   

  	
  Title:

  	
  Vice President,
  Secretary & General Counsel

  	
   

  
														



 





















 


EXHIBIT A


 


ANNEX J (from Annex A - Commitments definition)


to


CREDIT AGREEMENT


 


	
   

  	
   

  	
  Lender

  
	
   

  	
   

  	
   

  
	
  Revolving Loan Commitment

  (including a Swing Line Commitment of $1,000,000):

  	
   

  	
  General Electric
  Capital Corporation

  
	
   

  	
   

  	
   

  
	
  $80,000,000 as
  of the Closing Date 

  (to be reduced to $70,000,000 on the Tenth Amendment Effective Date)

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Term Loan
  Commitments:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Term Loan A:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  $9,250,000

  	
   

  	
  General Electric
  Capital Corporation

  
	
   

  	
   

  	
   

  
	
  Delayed Draw
  Term Loan:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  $2,050,000

  	
   

  	
  General Electric
  Capital Corporation