**Exhibit4.12**

 

SECOND AMENDMENTTO AMENDED AND RESTATED CREDIT AGREEMENT

 

This SECOND AMENDMENT TOAMENDED AND RESTATED CREDIT AGREEMENT (the “Amendment”) is entered intoas of this 19th day of May, 2004, by and among THERMADYNE INDUSTRIES, INC., aDelaware corporation (“Industries”), THERMAL DYNAMICS CORPORATION, aDelaware 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 Delaware corporation (“Stoody”),THERMAL ARC, INC., a Delaware corporation (“Thermal Arc”), PROTIPCORPORATION, a Missouri corporation (“ProTip”), THERMADYNE INTERNATIONALCORP., a Delaware corporation (“International”, and collectively withProTip, Thermal Arc, Stoody, C & G, Victor, Tweco, Dynamics and Industries,the “Borrowers”), the other persons designated as Credit Parties on thesignature pages hereof, GENERAL ELECTRIC CAPITAL CORPORATION, a Delawarecorporation (“Agent”) and the Persons signatory thereto from time totime as Lenders.  Unless otherwisespecified herein, capitalized terms used in this Amendment shall have themeanings ascribed to them in Annex A to the Credit Agreement (ashereinafter defined).

 

RECITALS

 

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

 

WHEREAS, the Borrowershave requested that Requisite Lenders amend certain provisions of the CreditAgreement.

NOW THEREFORE, inconsideration of the mutual execution hereof and other good and valuableconsideration, the parties hereto agree as follows:

 

1.                                       Amendment.

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

(3)                                  paymentin full of all fees, costs and expenses, including the reasonable fees, costsand expenses of counsel or other advisors for advice, assistance, or otherrepresentation in connection with this Amendment, as provided in Section 11.3(a)of the Credit Agreement.

 

3.                                       ReferenceTo And Effect Upon The Credit Agreement.

 

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

 

(b)                                 Theexecution, delivery and effectiveness of this Amendment shall not operate as awaiver of any right, power or remedy of Agent or any Lender under the CreditAgreement or any Loan Document, nor constitute a waiver or amendment of anyprovision of the Credit Agreement or any Loan Document, except as specificallyset forth herein.  Upon theeffectiveness 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 areference to the Credit Agreement as amended hereby.

 

4.                                       GoverningLaw.  THIS AMENDMENT SHALL BEGOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS (AS OPPOSED TOCONFLICTS OF LAWS PROVISIONS) OF THE STATE OF NEW YORK.

 

5.                                       Headings.  Section headings in this Amendment areincluded herein for convenience of reference only and shall not constitute apart of this Amendment for any other purposes.

 

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

 

7.                                       Reaffirmationof Guaranties.  The Credit Partiessignatory hereto hereby reaffirm their Guaranties of the Obligations, takinginto account the provisions of this Amendment.

 

[Signature pagesfollow]

 

2

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IN WITNESS WHEREOF, theparties hereto have executed and delivered this Amendment as of the date firstwritten above.

 

 
|   | **LENDERS:**                               |
|--------|--------------------------------------------|
|   |                                       |
|   | **GENERAL ELECTRIC CAPITAL  CORPORATION,** |
|   | as Agent and Lender                        |
|   |                                       |
|   | /s/ Dennis W.  Cloud                       |
|   |                                       |
|   | By:                                        | Dennis  W. Cloud |
|   | Duly  Authorized Signatory                 |

 

S-1

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|   | **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 |
|        |                             |  |  |  |

 

S-2

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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

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The following Persons aresignatories to this Amendment in their capacity as Credit Parties and not asBorrowers and acknowledge and agree to the foregoing (including, withoutlimitation, 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

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The following Persons issignatory to this Agreement in its capacity as a Credit Party solely withrespect 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 |
|        |                                              |  |  |  |

 

S-5

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