Exhibit 4.2


 


TWELFTH AMENDMENT


to


SECOND AMENDED AND RESTATED CREDIT AGREEMENT


 


This TWELFTH AMENDMENT
TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”), dated
as of April 5, 2006, 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”);


 


WHEREAS, the Borrowers and the other Credit
Parties have requested that Agent and Lenders amend certain provisions of the
Credit Agreement; and


 


WHEREAS, the Agent and Lenders have agreed to
amend the Credit Agreement 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.             Amendment
to Section 1.3(c).  The last sentence
of Section 1.3(c) of the Credit Agreement is hereby amended and restated to
read in its entirety as follows:


 


“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,
the Soltec Sale and the TecMo sale shall be applied to the principal balance of
the Revolving Credit Advances.”


 


2.             Amendment
to Section 4.1(a).  Section 4.1(a) of
the Credit Agreement is hereby amended and restated to read in its entirety as
follows:


 





















 


“Each Credit
Party executing this Agreement hereby agrees that from and after the Closing
Date and until the Termination Date, it shall deliver to Agent or to Agent and
Lenders, as required, the Financial Statements, notices, Projections and other
information at the times, to the Persons and in the manner set forth in Annex
E.  Notwithstanding the timing
otherwise set forth in Annex E, the monthly financials required to be
delivered pursuant to subsection (a) of Annex E  for the Fiscal Months ending January 31,
2006, February 28, 2006 and March 31, 2006 shall not be required to be
delivered until May 15, 2006 and the annual audited financials required to be
delivered pursuant to subsection (c) of Annex E for the Fiscal Year
ending December 31, 2005 shall not be required to be delivered until April 30,
2006.”


 


3.             Amendment
to Section 6.8.  Section 6.8 of the Credit
Agreement is hereby amended and restated to read in its entirety as follows:


 


“No Credit
Party shall sell, transfer, convey, assign or otherwise dispose of any of its
properties or other assets, including the Stock of any of its Subsidiaries
(whether in a public or a private offering or otherwise) or any of its
Accounts, other than (a) the sale of Inventory in the ordinary course of
business, (b) the sale or other disposition by a Credit Party of Equipment,
Fixtures or Real Estate that are obsolete or no longer used or useful in such
Credit Party’s business and having a book value not exceeding (i) $1,000,000 in
the aggregate in any Fiscal Year without Agent’s consent and (ii) $2,000,000 in
the aggregate in any Fiscal Year without the consent of the Requisite Lenders,
(c) the sale or discount of overdue accounts receivable arising in the ordinary
course of business, but only in connection with the compromise or collection
thereof; provided, that this sub-section (c) shall not permit the UK Collateral
Party to sell Accounts of the UK Collateral Party without the Agent’s consent;
(d) sales of Stock or assets of any Subsidiary of Holdings in connection with a
transaction permitted under Section 6.1(b) or Sections 6.2(f) or (h),
(e) the sale of Equipment and
Fixtures by Tweco in connection with the moving of its facilities in Wichita,
Kansas to Denton, Texas, in an amount not to exceed $500,000, (f) the sale or
other disposition of other Equipment and Fixtures having a book value not
exceeding $250,000 in the aggregate in any Fiscal Year and $500,000 in the
aggregate, (g) as permitted in Section 6.2(k), (h) the sale of the Stock
of (1) Genset SpA for an aggregate amount not less than $10,000,000 of cash and
assumption of debt (the “Genset Sale”), (2) Soldaduras Soltec Ltda. for
an aggregate amount not less than $7,500,000 of cash and assumption of debt
(the “Soltec Sale”) and (3) Tec. Mo. Srl and Tec. Mo. Control Srl for an
aggregate amount not less than $8,300,000 of cash and assumption of debt (the “TecMo
Sale”), so long as the net proceeds of each of the Gensent Sale, the Soltec
Sale and the TecMo Sale shall be distributed to a Borrower and (i) the liquidation
of Duxtech Pty Ltd. (CAN 007 211 190) in a manner reasonably satisfactory to
Agent.”


 


4.             Amendment
to Annex A.  Annex of the Credit
Agreement is hereby amended by adding the following new defined term in its
appropriate alphabetical order:


 


““TecMo
Sale” has the meaning ascribed thereto in Section 6.8.”


 


2

















 


5.             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.


 


6.             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.


 


7.             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


 


3

















 


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.


 


8.             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.


 


9.             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.


 


10.           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.


 


11.           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/

  	
   

  
	
   

  	
   

  	
  Duly Authorized Signatory

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  CREDIT
  PARTIES:

  
	
   

  	
   

  	
   

  
	
   

  	
  THERMADYNE INDUSTRIES, INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Patricia S. Williams

  	
   

  
	
   

  	
  Name: 

  	
  PATRICIA S. WILLIAMS

  	
   

  
	
   

  	
  Title: 

  	
  V.P. SECTY & G.C.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  THERMAL DYNAMICS CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Patricia S. Williams

  	
   

  
	
   

  	
  Name:

  	
  PATRICIA S. WILLIAMS

  	
   

  
	
   

  	
  Title:

  	
  V.P. SECTY & G.C.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  TWECO PRODUCTS, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Patricia S. Williams

  	
   

  
	
   

  	
  Name:

  	
  PATRICIA S. WILLIAMS

  	
   

  
	
   

  	
  Title:

  	
  V.P. SECTY & G.C.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  VICTOR EQUIPMENT COMPANY

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Patricia S. Williams

  	
   

  
	
   

  	
  Name:

  	
  PATRICIA S. WILLIAMS

  	
   

  
	
   

  	
  Title:

  	
  V.P. SECTY & G.C.

  	
   

  
									



 


S-1

















 


	
   

  	
  C & G SYSTEMS, INC.

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Patricia S. Williams

  	
   

  
	
   

  	
  Name:

  	
  PATRICIA S. WILLIAMS

  	
   

  
	
   

  	
  Title:

  	
  V.P. SECTY & G.C.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  STOODY COMPANY

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Patricia S. Williams

  	
   

  
	
   

  	
  Name:

  	
  PATRICIA S. WILLIAMS

  	
   

  
	
   

  	
  Title:

  	
  V.P. SECTY & G.C.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  THERMAL ARC, INC.

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Patricia S. Williams

  	
   

  
	
   

  	
  Name:

  	
  PATRICIA S. WILLIAMS

  	
   

  
	
   

  	
  Title:

  	
  V.P. SECTY & G.C.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  THERMADYNE INTERNATIONAL CORP.

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Patricia S. Williams

  	
   

  
	
   

  	
  Name:

  	
  PATRICIA S. WILLIAMS

  	
   

  
	
   

  	
  Title:

  	
  V.P. SECTY & G.C.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  PROTIP CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Patricia S. Williams

  	
   

  
	
   

  	
  Name:

  	
  PATRICIA S. WILLIAMS

  	
   

  
	
   

  	
  Title:

  	
  V.P. SECTY & G.C.

  	
   

  
						



 

















 


	
   

  	
  THERMADYNE HOLDINGS CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Patricia S. Williams

  	
   

  
	
   

  	
  Name:

  	
  PATRICIA S. WILLIAMS

  	
   

  
	
   

  	
  Title:

  	
  V.P. SECTY & G.C.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  MECO HOLDING COMPANY

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Patricia S. Williams

  	
   

  
	
   

  	
  Name:

  	
  PATRICIA S. WILLIAMS

  	
   

  
	
   

  	
  Title:

  	
  V.P. SECTY & G.C.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  C&G SYSTEMS HOLDING, INC.

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Patricia S. Williams

  	
   

  
	
   

  	
  Name:

  	
  PATRICIA S. WILLIAMS

  	
   

  
	
   

  	
  Title:

  	
  V.P. SECTY & G.C.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  THERMADYNE AUSTRALIA PTY LTD.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Patricia S. Williams

  	
   

  
	
   

  	
  Name:

  	
  PATRICIA S. WILLIAMS

  	
   

  
	
   

  	
  Title:

  	
  V.P. SECTY & G.C.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  DUXTECH PTY LTD.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Patricia S. Williams

  	
   

  
	
   

  	
  Name:

  	
  PATRICIA S. WILLIAMS

  	
   

  
	
   

  	
  Title:

  	
  V.P. SECTY & G.C.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  CIGWELD PTY LTD.

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Patricia S. Williams

  	
   

  
	
   

  	
  Name:

  	
  PATRICIA S. WILLIAMS

  	
   

  
	
   

  	
  Title:

  	
  V.P. SECTY & G.C.

  	
   

  
						



 

















 


	
   

  	
  QUETALA PTY. LTD.

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Patricia S. Williams

  	
   

  
	
   

  	
  Name:

  	
  PATRICIA S. WILLIAMS

  	
   

  
	
   

  	
  Title:

  	
  V.P. SECTY & G.C.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  QUETACK PTY. LTD.

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Patricia S. Williams

  	
   

  
	
   

  	
  Name:

  	
  PATRICIA S. WILLIAMS

  	
   

  
	
   

  	
  Title:

  	
  V.P. SECTY & G.C.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  THERMADYNE WELDING PRODUCTS

  CANADA LIMITED

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Patricia S. Williams

  	
   

  
	
   

  	
  Name:

  	
  PATRICIA S. WILLIAMS

  	
   

  
	
   

  	
  Title:

  	
  V.P. SECTY & G.C.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  THERMADYNE INDUSTRIES LIMITED

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Patricia S. Williams

  	
   

  
	
   

  	
  Name:

  	
  PATRICIA S. WILLIAMS

  	
   

  
	
   

  	
  Title:

  	
  V.P. SECTY & G.C.