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.”
