Exhibit 4.2


LIMITED WAIVER AND
SEVENTEENTH AMENDMENT

to

SECOND AMENDED AND RESTATED CREDIT AGREEMENT


This LIMITED WAIVER SEVENTEENTH AMENDMENT TO SECOND
AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”), dated as of
August 2, 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 and provide a limited waiver with
respect to certain provisions of the Credit Agreement; and


WHEREAS, the Agent and Lenders have agreed to amend
the Credit Agreement and provide a limited waiver 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 breach of Section 4.1(a) and any Default or
Event of Default as a result thereof solely to the extent that the audited
Financial Statements for the Fiscal Year ending December 31, 2005 and the
Financial Statements for the Fiscal Quarter ending March 31, 2006 were not
delivered by July 27, 2006.









 



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 or otherwise herein to the
contrary, (i) the Financial Statements for the Fiscal Quarter ended March 31,
2006 and the annual audited Financials Statements 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 July 31, 2006 and
(ii) the Financial Statements for the Fiscal Quarter ended June 30, 2006 shall
not be required to be delivered until September 15, 2006. Together with the
Financial Statement delivered with respect to the Fiscal Quarter ending March
31, 2006, Borrower Representative shall provide Agent with calculations, in
form and substance acceptable to Agent, demonstrating compliance with the
Financial Covenants for such Fiscal Quarter.”


3.   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.


4.   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; and


(b)    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.


5.   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.



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(b)    The
limited waiver and amendment 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 Amendment, 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 Amendment shall be construed in connection with and as
part of the Credit Agreement.


6.   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.


7.   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.


8.   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.


9.   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]



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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/ Timothy Canon

  
	
   

  	
   

  	
  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

  



 



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  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

  



 



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  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

  



 



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