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EXHIBIT 4.5
THIS AMENDMENT, dated as of May 22, 1998, by and between Thermadyne
Holdings Corporation (the "Company") and Xxxxxxxxx, Xxxxxx & Xxxxxxxx Securities
Corporation (the "Initial Purchaser"), amends the Registration Rights Agreement
(as defined).
RECITALS
1. Mercury Acquisition Corporation, a Delaware corporation (the
"Issuer") and the Initial Purchaser entered into the Registration Rights
Agreement, dated as of May 22, 1998 (the "Registration Rights Agreement"),
relating to registration rights with respect to $174,000,000 aggregate principal
amount at maturity of the Issuer's 12-1/2% Senior Discount Debentures due 2008.
2. The Issuer has merged with and into the Company (the "Merger").
AGREEMENT
NOW, THEREFORE, in consideration of the premises and mutual covenants
herein contained and intending to be legally bound, the parties hereto agree as
follows:
1. Defined Terms. Capitalized terms used herein and not otherwise
defined are used as defined in the Registration Rights Agreement.
2. Amendment to Registration Rights Agreement. The Registration Rights
Agreement shall be amended to include the following: The Company hereby
acknowledges and agrees that, by virtue of the Merger and the operation of law,
it has become a party to the Registration Rights Agreement and has assumed all
of the liabilities and obligations of the Issuer under the Registration Rights
Agreement.
3. Governing Law. This amendment shall be governed by and construed in
accordance with the laws of the State of New York, without regard to the
conflict of law principles thereof.
4. Continuing Effect. This amendment does not cancel or extinguish any
rights or obligations of the parties to the Registration Rights Agreement. The
parties agree that the Registration Rights Agreement shall be amended only in
respect of the matters referred to herein, and the provisions of the
Registration Rights Agreement are otherwise in full force and effect.
5. Counterparts. This amendment may be executed in any number of
counterparts and by the parties hereto in separate counterparts, each of which
when so executed shall be deemed to be an original, and all of which when taken
together shall constitute one and the same instrument.
6. Headings. The headings of this amendment are provided for
convenience of reference only and shall not limit or otherwise affect the
meaning hereof.
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IN WITNESS WHEREOF, the parties hereto have duly executed and delivered
this Amendment or have caused this Amendment to be duly executed on their
respective behalf by their respective officers thereunto duly authorized, as of
the date first above written.
THERMADYNE HOLDINGS CORPORATION
By: /s/ XXXXXXXXX X. XXXXXXXXX
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Name:
Title:
XXXXXXXXX, XXXXXX & XXXXXXXX
SECURITIES CORPORATION
By: /s/ XXXXXXX XXXXX
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Name: Xxxxxxx Xxxxx
Title: Vice President
