Exhibit 4.2


 


EXECUTION COPY


 


AMENDMENT NO. 6 (this “Amendment”) dated as of March 31, 2005, to the Second Lien Credit
Agreement dated as of July 29, 2004, 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”),
and THERMADYNE INTERNATIONAL CORP., a Delaware corporation (“International” and, together with
ProTip, Thermal Arc, Stoody, C & G, Victor, Tweco, Dynamics and
Industries, the “Borrowers”), the Guarantors
party thereto, the Lenders from time to time party thereto and CREDIT SUISSE
FIRST BOSTON, as administrative agent (in such capacity, the “Administrative Agent”) and
collateral agent (in such capacity, the “Collateral Agent”)
(as amended by Amendment No. 1 and Agreement effective as of September 30,
2004, by Amendment No. 2 and Joinder Agreement dated as of November 22,
2004, by Amendment No. 3 and Consent dated as of January 3, 2005, by Amendment
No. 4 dated as of March 16, 2005, and by Amendment No. 5 dated
as of March 30, 2005, and as further amended, supplemented or modified,
the “Credit Agreement”).


 


A.            Pursuant
to the Credit Agreement, the Lenders have extended credit to the Borrowers.


 


B.            The
Borrowers have requested that the Required Lenders amend the Credit Agreement
to amend and restate the terms of Section 6.10 thereof as set forth
herein.


 


C.            Capitalized
terms used but not defined herein shall have the meanings assigned to them in
the Credit Agreement.


 


Accordingly, in consideration of the mutual agreements
herein contained and other good and valuable consideration, the sufficiency and
receipt of which are hereby acknowledged, the parties hereto agree as follows:


 


SECTION 1.         Amendment.  The
table appearing in Section 6.10 (Maximum Leverage Ratio)
of the Credit Agreement is hereby amended and restated in its entirety to read
as follows:


 


	
  Date or Period

  	
   

  	
  Ratio

  
	
  Closing Date through September 30,
  2004

  	
   

  	
  6.00 to 1.00

  
	
  October 1, 2004 through
  December 31, 2004

  	
   

  	
  6.18 to 1.00

  
	
  January 1, 2005
  through March 31, 2005

  	
   

  	
  7.20 to 1.00

  
	
  April 1, 2005
  through June 30, 2005

  	
   

  	
  7.10 to 1.00

  
	
  July 1, 2005
  through September 30, 2005

  	
   

  	
  6.50 to 1.00

  
	
  October 1, 2005
  through December 31, 2005

  	
   

  	
  5.65 to 1.00

  
	
  January 1, 2006
  through March 31, 2006

  	
   

  	
  5.50 to 1.00

  
	
  April 1, 2006
  through June 30, 2006

  	
   

  	
  4.50 to 1.00

  



 





















 


SECTION 2.         Representations and Warranties.  To induce the other parties hereto to enter
into this Amendment, the Credit Parties represent and warrant to each of the
Lenders, the Administrative Agent and the Collateral Agent, that, after giving
effect to this Amendment, (a) the representations and warranties set forth
in Article III of the Credit Agreement are true and correct in all
material respects on and as of the date hereof, except to the extent such
representations and warranties expressly relate to an earlier date, and (b) no
Default or Event of Default has occurred and is continuing.


 


SECTION 3.         Effectiveness. 
This Amendment shall become effective as of the date set forth above on
the date that the Administrative Agent (or its counsel) shall have received:


 


(a)           counterparts
of this Amendment that, when taken together, bear the signatures of the Credit
Parties and the Required Lenders; and


 


(b)           a copy of
a fully executed and delivered amendment, in form and substance reasonably
satisfactory to the Administrative Agent, to the First Lien Credit Agreement.


 


SECTION 4.         Effect of Amendment. 
Except as expressly set forth herein, this Amendment shall not by
implication or otherwise limit, impair, constitute a waiver of, or otherwise
affect the rights and remedies of the Lenders, the Administrative Agent or the
Collateral Agent under the Credit Agreement or any other Loan Document, and
shall not alter, modify, amend or in any way affect any of the terms,
conditions, obligations, covenants or agreements contained in the Credit
Agreement or any other Loan Document, all of which are ratified and affirmed in
all respects and shall continue in full force and effect.  Nothing herein shall be deemed to entitle any
Credit Party to a consent to, or a waiver, amendment, modification or other
change of, any of the terms, conditions, obligations, covenants or agreements
contained in the Credit Agreement or any other Loan Document in similar or
different circumstances.  This Amendment
shall apply and be effective only with respect to the provisions of the Credit
Agreement specifically referred to herein. 
After the date hereof, any reference to the Credit Agreement shall mean
the Credit Agreement, as modified hereby. 
This Amendment shall constitute a “Loan Document”
for all purposes of the Credit Agreement and the other Loan Documents.


 


SECTION 5.         Counterparts. 
This Amendment may be executed in any number of counterparts and by
different parties hereto in separate counterparts, each of which when so
executed and delivered shall be deemed an original, but all such counterparts
together shall constitute but one and the same contract.  Delivery of an executed counterpart of a
signature page of this Amendment by facsimile transmission shall be as
effective as delivery of a manually executed counterpart hereof


 


SECTION 6.         Applicable Law. 
THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH,
THE LAWS OF THE STATE OF NEW YORK.


 


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SECTION 7.         Headings.  The
headings of this Amendment are for purposes of reference only and shall not
limit or otherwise affect the meaning hereof


 


SECTION 8.         Expenses.  The
Borrowers agree to reimburse the Administrative Agent for all out-of-pocket
expenses in connection with this Amendment, including the reasonable fees,
charges and disbursements of Cravath, Swaine & Moore LLP, counsel for
the Administrative Agent.


 


SECTION 9.         Reaffirmation. 
Each of the Guarantors hereby acknowledges receipt and notice of, and
consents to the terms of, this Amendment, and affirms and confirms its
guarantee of the Obligations and, if applicable, the pledge of and/or grant of
a security interest in its assets as Collateral to secure the Obligations, all
as provided in the Collateral Documents as originally executed, and
acknowledges and agrees that such guarantee, pledge and/or grant of security
interest continue in full force and effect in respect of, and to secure, the
Obligations under the Credit Agreement, as amended hereby, and the other Loan
Documents.


 


[Remainder of this page intentionally
left blank]


 


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IN WITNESS WHEREOF, each of the parties hereto has
caused this Amendment to be executed and delivered by its duly authorized
officer as of the date first set forth above.


 


	
   

  	
  THERMADYNE INDUSTRIES,
  INC.,

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
    by

  	
   

  	
   

  
	
   

  	
   

  	
  /s/ David L. Dyckman

  	
   

  
	
   

  	
   

  	
  Name: David L. Dyckman

  	
   

  
	
   

  	
   

  	
  Title: Executive Vice
  President & CFO

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  THERMAL DYNAMICS
  CORPORATION,

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
    by

  	
   

  
	
   

  	
   

  	
  /s/ David L. Dyckman

  	
   

  
	
   

  	
   

  	
  Name: David L. Dyckman

  	
   

  
	
   

  	
   

  	
  Title: Executive Vice
  President & CFO

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  TWECO PRODUCTS, INC.,

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
    by

  	
   

  
	
   

  	
   

  	
  /s/ David L. Dyckman

  	
   

  
	
   

  	
   

  	
  Name: David L. Dyckman

  	
   

  
	
   

  	
   

  	
  Title: Executive Vice
  President & CFO

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  VICTOR EQUIPMENT
  COMPANY,

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
    by

  	
   

  
	
   

  	
   

  	
  /s/ David L. Dyckman

  	
   

  
	
   

  	
   

  	
  Name: David L. Dyckman

  	
   

  
	
   

  	
   

  	
  Title: Executive Vice
  President & CFO

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  C & G SYSTEMS,
  INC.,

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
    by

  	
   

  
	
   

  	
   

  	
  /s/ David L. Dyckman

  	
   

  
	
   

  	
   

  	
  Name: David L. Dyckman

  	
   

  
	
   

  	
   

  	
  Title: Executive Vice
  President & CFO

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  STOODY COMPANY,

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
    by

  	
   

  
	
   

  	
   

  	
  /s/ David L. Dyckman

  	
   

  
	
   

  	
   

  	
  Name: David L. Dyckman

  	
   

  
	
   

  	
   

  	
  Title: Executive Vice
  President & CFO

  	
   

  



 


4





















 


	
   

  	
  THERMAL ARC, INC.,

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
    by

  	
   

  
	
   

  	
   

  	
  /s/ David L. Dyckman

  	
   

  
	
   

  	
   

  	
  Name: David L. Dyckman

  	
   

  
	
   

  	
   

  	
  Title: Executive Vice
  President & CFO

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  PROTIP CORPORATION,

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
    by

  	
   

  
	
   

  	
   

  	
  /s/ David L. Dyckman

  	
   

  
	
   

  	
   

  	
  Name: David L. Dyckman

  	
   

  
	
   

  	
   

  	
  Title: Executive Vice
  President & CFO

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  THERMADYNE
  INTERNATIONAL CORP.,

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
    by

  	
   

  
	
   

  	
   

  	
  /s/ David L. Dyckman

  	
   

  
	
   

  	
   

  	
  Name: David L. Dyckman

  	
   

  
	
   

  	
   

  	
  Title: Executive Vice
  President & CFO

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  THERMADYNE HOLDINGS
  CORPORATION,

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
    by

  	
   

  
	
   

  	
   

  	
  /s/ David L. Dyckman

  	
   

  
	
   

  	
   

  	
  Name: David L. Dyckman

  	
   

  
	
   

  	
   

  	
  Title: Executive Vice
  President & CFO

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  MECO HOLDING COMPANY,

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
    by

  	
   

  
	
   

  	
   

  	
  /s/ David L. Dyckman

  	
   

  
	
   

  	
   

  	
  Name: David L. Dyckman

  	
   

  
	
   

  	
   

  	
  Title: Executive Vice
  President & CFO

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  C&G SYSTEMS
  HOLDING, INC.,

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
    by

  	
   

  
	
   

  	
   

  	
  /s/ David L. Dyckman

  	
   

  
	
   

  	
   

  	
  Name: David L. Dyckman

  	
   

  
	
   

  	
   

  	
  Title: Executive Vice
  President & CFO

  	
   

  



 


5





















 


	
   

  	
  CIGWELD PTY LTD.,

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
    by

  	
   

  
	
   

  	
   

  	
  /s/ David L. Dyckman

  	
   

  
	
   

  	
   

  	
  Name: David L. Dyckman

  	
   

  
	
   

  	
   

  	
  Title: Executive Vice
  President & CFO

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  DUXTECH PTY LTD.,

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
    by

  	
   

  
	
   

  	
   

  	
  /s/ David L. Dyckman

  	
   

  
	
   

  	
   

  	
  Name: David L. Dyckman

  	
   

  
	
   

  	
   

  	
  Title: Executive Vice
  President & CFO

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  QUETACK PTY, LTD.,

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
    by

  	
   

  
	
   

  	
   

  	
  /s/ David L. Dyckman

  	
   

  
	
   

  	
   

  	
  Name: David L. Dyckman

  	
   

  
	
   

  	
   

  	
  Title: Executive Vice
  President & CFO

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  QUETALA PTY, LTD.,

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
    by

  	
   

  
	
   

  	
   

  	
  /s/ David L. Dyckman

  	
   

  
	
   

  	
   

  	
  Name: David L. Dyckman

  	
   

  
	
   

  	
   

  	
  Title: Executive Vice
  President & CFO

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  THERMADYNE AUSTRALIA
  PTY LTD.,

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
    by

  	
   

  
	
   

  	
   

  	
  /s/ David L. Dyckman

  	
   

  
	
   

  	
   

  	
  Name: David L. Dyckman

  	
   

  
	
   

  	
   

  	
  Title: Executive Vice
  President & CFO

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  THERMADYNE INDUSTRIES
  LIMITED,

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
    by

  	
   

  
	
   

  	
   

  	
  /s/ David L. Dyckman

  	
   

  
	
   

  	
   

  	
  Name: David L. Dyckman

  	
   

  
	
   

  	
   

  	
  Title: Executive Vice
  President & CFO

  	
   

  



 


6





















 


	
   

  	
  THERMADYNE WELDING
  PRODUCTS CANADA LIMITED,

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
    by

  	
   

  
	
   

  	
   

  	
  /s/ David L. Dyckman

  	
   

  
	
   

  	
   

  	
  Name: David L. Dyckman

  	
   

  
	
   

  	
   

  	
  Title: Executive Vice
  President & CFO

  	
   

  



 


7





















 


	
   

  	
  CREDIT SUISSE FIRST
  BOSTON, acting through

  its Cayman Islands Branch, individually and as

  Administrative Agent and Collateral Agent,

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
    by

  	
   

  
	
   

  	
   

  	
  /s/ Phillip Ho

  	
   

  
	
   

  	
   

  	
  Name: Phillip Ho

  	
   

  
	
   

  	
   

  	
  Title: Director

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
    by

  	
   

  
	
   

  	
   

  	
  /s/ Rianka Mohan

  	
   

  
	
   

  	
   

  	
  Name: Rianka Mohan

  	
   

  
	
   

  	
   

  	
  Title: Associate

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  CSFB CREDIT
  OPPORTUNITIES FUND

  (EMPLOYEE), LP,

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  CSFB CREDIT
  OPPORTUNITIES FUND

  (HELIOS), LP,

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
    by

  	
   

  
	
   

  	
   

  	
  /s/ Doug Ostroves

  	
   

  
	
   

  	
   

  	
  Name: Doug Ostroves

  	
   

  
	
   

  	
   

  	
  Title: M.D.

  	
   

  



 


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