Exhibit
4.2


 


AMENDMENT
NO. 2 AND JOINDER AGREEMENT (this “Amendment”)
dated as of November 22, 2004, 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 (the “First Amendment”) 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.            Pursuant
to the First Amendment, the Borrowers agreed
that certain Foreign Subsidiaries of the Borrowers shall become Guarantors
under the Credit Agreement by execution and delivery of an instrument in the
form hereof.


 


C.            The Foreign Subsidiaries listed on Schedule I
hereto (the “Foreign Guarantors”) have
benefited and will continue to benefit from the Loans made to the Borrowers
under the Credit Agreement and the amendments to the Credit Agreement set forth
in the First Amendment.  The Foreign
Guarantors are executing this Amendment in accordance with the requirements of
the First Amendment to become Guarantors under the Credit Agreement and as
consideration for the execution by the Administrative Agent and the Lenders of
the First Amendment.


 


D.            The Administrative
Agent and the Lenders have requested certain other amendments to the Credit
Agreement as set forth herein in connection with the Foreign Guarantors.


 


E.             The
Borrowers have further advised the Administrative Agent that Thermadyne
Receivables, Inc. (“Thermadyne Receivables”), a
Guarantor and a Credit Party under the Credit Agreement, has been dissolved.


 


F.             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.  Amendments.  (a)  Section 6.06 of the Credit Agreement is
hereby amended and restated in its entirety as follows:


 


“SECTION 6.06. Guaranteed Indebtedness.  No Credit Party shall, or shall cause or
permit its Foreign Subsidiaries to, create, incur, assume or permit to exist
any Guaranteed Indebtedness except (a) by endorsement of instruments or items
of payment for deposit to the general account of any Credit Party, (b) for
Guaranteed Indebtedness incurred for the benefit of any other Credit Party if
the primary obligation is expressly permitted by this Agreement, including
without limitation the guaranty of the High Yield Notes by the Collateral
Parties and the guaranty of the First Lien Loan Obligations (as defined in the
Intercreditor Agreement) by the Credit Parties, and (c) Guaranteed Indebtedness
incurred for the benefit of any Foreign Subsidiary by any other Foreign
Subsidiary if the primary obligation is permitted by this Agreement.”.


 


(b)           Section
6.11 of the Credit Agreement is hereby amended and restated in its entirety as
follows:


 


“SECTION 6.11.  Sale Leasebacks. 
No Credit Party shall, or shall cause or permit its Foreign Subsidiaries
to, engage in any sale leaseback or synthetic lease transaction involving any
of its assets, except for the sale leaseback of the Tecmo facility prior to
November 15, 2004 and such other transactions not in excess of $6,000,000 in
the aggregate for Italian Subsidiaries and $2,000,000 in the aggregate for all
other Foreign Subsidiaries.”.


 


(c)           Article
X of the Credit Agreement is hereby amended by inserting new Sections 10.09,
10.10 and 10.11 therein which shall read as follows:


 


“SECTION 10.09.  Guarantee Unconditional.  The obligations of each Credit Party under
this Article X are continuing, unconditional and absolute and, without limiting
the generality of the foregoing, will not be released, discharged, diminished,
limited or otherwise affected by (and each Credit Party hereby consents to or
waives, as applicable, to the fullest extent permitted by applicable law): (a)
any extension, other indulgence, renewal, settlement, discharge, compromise,
waiver, subordination or release in respect of any Obligation, security, Person
or otherwise; (b) any modification or amendment of or supplement to the
Obligations, including any increase or decrease in the principal, the rates of
interest or other amounts payable thereunder; (c) any release, non perfection
or invalidity of any direct or indirect security for any Obligation; (d) any
change in the existence, structure, constitution, name, objects, powers,
business, control or ownership of any Borrower or any other Person, or any
insolvency, bankruptcy, reorganization or other similar proceeding affecting
any Borrower or any other person or its assets; (e) the existence of any claim,
setoff or other rights which any Credit Party may have at any time against any
Borrower, the Administrative Agent, any Lender, or any other Person, whether in
connection herewith or any unrelated transactions; (f) any


 


2





















 


invalidity, illegality or unenforceability relating to
or against any Borrower or any provision of applicable law or regulation
purporting to prohibit the payment by any Borrower of the principal or interest
under the Obligations; (g) any limitation, postponement, prohibition,
subordination or other restriction on the rights of the Administrative Agent or
any Lender to payment of the Obligations; (h) any release, substitution or
addition of any cosigner, endorser or other guarantor of the Obligations; (i)
any defense arising by reason of any failure of the Administrative Agent or any
Lender to make any presentment, demand for performance, notice of non
performance, protest, and any other notice, including notice of all of the following:  acceptance of this Article X, partial payment
or non payment of all or any part of the Obligations and the existence,
creation, or incurring of new or additional Obligations; (j) any defense
arising by reason of any failure of the Administrative Agent or any Lender to
proceed against any Borrower or any other Person, to proceed against, apply or
exhaust any security held from any Borrower or any other Person for the
Obligations, to proceed against, apply or exhaust any security held from any
Credit Party or any other Person for this Article X or to pursue any other
remedy in the power of the Administrative Agent or any Lender whatsoever; (k)
any law which provides that the obligation of a guarantor must neither be
larger in amount nor in other respects more burdensome than that of the
principal obligation or which reduces a guarantor’s obligation in proportion to
the principal obligation; (l) any defense arising by reason of any incapacity,
lack of authority, or other defense of any Borrower or any other Person, or by
reason of any limitation, postponement, prohibition on the Administrative Agent’s
or any Lender’s right to payment of the Obligations or any part thereof, or by
reason of the cessation from any cause whatsoever of the liability of any Borrower
or any other Person with respect to all or any part of the Obligations, or by
reason of any act or omission of the Administrative Agent, any Lender or others
which directly or indirectly results in the discharge or release of any
Borrower or any other Person or all or any part of the Obligations or any
security or guarantee therefor, whether by contract, operation of law or
otherwise; (m) any defense arising by reason of any failure by the
Administrative Agent or any Lender to obtain, perfect or maintain a perfected
or prior (or any) security interest in or lien or encumbrance upon any property
of any Borrower or any other Person, or by reason of any interest of the
Administrative Agent or any Lender in any property, whether as owner thereof or
the holder of a security interest therein or lien or encumbrance thereon, being
invalidated, voided, declared fraudulent or preferential or otherwise set
aside, or by reason of any impairment by the Administrative Agent or any Lender
of any right to recourse or collateral; (n) any defense arising by reason of
the failure of the Administrative Agent or any Lender to marshall any assets;
(o) any defense based upon any failure of the Administrative Agent or any
Lender to give to any Borrower or any Credit Party notice of any sale or other
disposition of any property securing any or all of the Obligations or any
guarantee thereof, or any defect in any notice that may be given in connection
with any sale or other disposition of any such property, or any failure of the Administrative
Agent or any Lender to comply with any provision of applicable law in enforcing
any security interest in or lien upon any such property, including any failure
by the Administrative Agent to dispose of any such property in a commercially
reasonable manner; (p) any dealing whatsoever with any Borrower or other Person
or any security, whether negligently or not, or any failure to do so; (q) any
defense based upon or arising


 


3





















 


out of any bankruptcy, insolvency, reorganization,
moratorium, arrangement, readjustment of debt, liquidation or dissolution
proceeding commenced by or against any Borrower or any other Person, including
any discharge of, or bar against collecting, any of the Obligations, in or as a
result of any such proceeding; or (r) any other act or omission to act or delay
of any kind by any Borrower, the Administrative Agent, any Lender, or any other
Person or any other circumstance whatsoever, whether similar or dissimilar to
the foregoing, which might, but for the provisions of this Article X,
constitute a legal or equitable discharge, limitation or reduction of any
Credit Party’s obligations hereunder (other than the payment in full of all of
the Obligations).  The foregoing
provisions apply (and the foregoing waivers will be effective) even if the
effect of any action (or failure to take action) by the Administrative Agent or
any Lender is to destroy or diminish any Credit Party’s subrogation rights,
each Credit Party’s right to proceed against any Borrower for reimbursement,
each Credit Party’s right to recover contribution from any other guarantor or
any other right or remedy.


 


SECTION
10.10.  Foreign Currency
Obligations.  Each Credit
Party will make payment under this Article X relative to each Obligation in the
currency (the “Original Currency”) in which
the relevant Borrower is required to pay such Obligation.  If any Credit Party makes payment relative to
any Obligation in a currency (the “Other Currency”)
other than the Original Currency (whether voluntarily or pursuant to an order
or judgment of a court or tribunal of any jurisdiction), such payment will
constitute a discharge of the liability of any Credit Party hereunder in
respect of such Obligation only to the extent of the amount of the Original
Currency which the Administrative Agent is able to purchase in New York City
with the amount it receives on the date of receipt.  If the amount of the Original Currency which
the Administrative Agent is able to purchase is less than the amount of such
currency originally due to it in respect to the relevant Obligation, each
Credit Party will indemnify and save the Administrative Agent and the Lenders
harmless from and against any loss or damage arising as a result of such
deficiency.  This indemnity will
constitute an obligation separate and independent from the other obligations
contained in this Article X, will give rise to a separate and independent cause
of action, will apply irrespective of any indulgence granted by the
Administrative Agent or any Lender and will continue in full force and effect
notwithstanding any judgment or order in respect of any amount due hereunder or
under any judgment or order.


 


SECTION
10.11. Section 956 of the IRC.   If the
Obligations incurred hereunder by any Guarantor that is a Foreign Subsidiary
would result in material adverse tax liabilities under Section 956 of the IRC
(or any similar statute) for Borrowers or the other Credit Parties (as
demonstrated by Borrowers in a manner reasonably satisfactory to the
Administrative Agent), the Administrative Agent shall consider (but shall be
under no obligation of any kind) the appropriateness of the following actions
as applicable: (a) the Collateral Agent’s Liens on such Foreign Subsidiary’s
assets shall be released, (b) the pledge of such Foreign Subsidiary’s stock
shall be reduced to 65% of its voting Stock, (c) such Foreign Subsidiary shall
be released from its Guaranty of the Obligations and (d) such other amendments
or modifications shall be made to this Agreement as are mutually agreed upon by
Required Lenders and the Borrowers.”.


 


4





















 


SECTION 2.  Joinder Agreement.  (a)  Each
Foreign Guarantor by its signature below becomes a Guarantor and a Credit Party
under the Credit Agreement with the same force and effect as if originally
named therein as a Guarantor and a Credit Party and each Foreign Guarantor agrees
to all the terms and provisions of the Credit Agreement applicable to it as a
Guarantor and a Credit Party thereunder.  Each reference to a “Guarantor” or “Credit
Party” in the Credit Agreement shall be deemed to include the Foreign
Guarantors.


 


(b)           Each
Foreign Guarantor hereby represents and warrants to the Administrative Agent
and each Lender that: (a) the execution, delivery, and performance of this
Amendment and any other Loan Document to which it is a party is within its
corporate powers, has been duly authorized by all necessary corporate action,
and does not and will not (i) violate any provision of federal, state, or local
law or regulation, its constitutive documents, or any order, judgment, or
decree of any court or other Governmental Authority binding on it, (ii)
conflict with, result in a breach of, or constitute (with due notice or lapse
of time or both) a default under any of material contractual obligation or
material lease of such Foreign Guarantor, (iii) result in or require the
creation or imposition of any Lien of any nature whatsoever upon any properties
or assets of such Foreign Guarantor or any other loan party, other than
Permitted Encumbrances, or (iv) require any approval of the holders of its
capital Stock (or equivalent) or any approval or consent of any Person under
any material contractual obligation of such Foreign Guarantor, other than those
already obtained prior to the effective date hereof; (b) this Amendment and any
and all other Loan Documents to which it is made a party hereunder constitute
its legal, valid, and binding obligations, enforceable against it in accordance
with their respective terms; (c) the chief executive office of each Foreign
Guarantor is set forth on Schedule I hereto; and (d) each other
representation and warranty set forth in any Loan Document and applicable to
such Foreign Guarantor is and will be true and correct as of the date hereof.


 


SECTION 3.  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 4.  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 counterparts of this Amendment that, when taken
together, bear the signatures of the Borrowers, the Guarantors, the Foreign
Guarantors and the Lenders.


 


SECTION 5.  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


 


5





















 


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


 


SECTION 8.  Headings.
 The headings of this Amendment are for
purposes of reference only and shall not limit or otherwise affect the meaning
hereof.


 


SECTION 9.  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 10.  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]


 


6





















 


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

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
						



 


	
   

  	
  THERMAL
  DYNAMICS

  CORPORATION,

  
	
   

  	
   

  
	
   

  	
   

  	
  by

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
						



 


	
   

  	
  TWECO
  PRODUCTS, INC.,

  
	
   

  	
   

  
	
   

  	
   

  	
  by

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
						



 


 


	
   

  	
  VICTOR
  EQUIPMENT COMPANY,

  
	
   

  	
   

  
	
   

  	
   

  	
  by

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
						



 


	
   

  	
  C
  & G SYSTEMS, INC.,

  
	
   

  	
   

  
	
   

  	
   

  	
  by

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
						



 


	
   

  	
  STOODY
  COMPANY,

  
	
   

  	
   

  
	
   

  	
   

  	
  by

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
						



 





















 


	
   

  	
  THERMAL ARC, INC.,

  
	
   

  	
   

  
	
   

  	
   

  	
  by

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
						



 


	
   

  	
  PROTIP
  CORPORATION,

  
	
   

  	
   

  
	
   

  	
   

  	
  by

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
						



 


	
   

  	
  THERMADYNE
  INTERNATIONAL

  CORP.,

  
	
   

  	
   

  
	
   

  	
   

  	
  by

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
						



 


	
   

  	
  THERMADYNE HOLDINGS

  CORPORATION,

  
	
   

  	
   

  
	
   

  	
   

  	
  by

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
						



 


	
   

  	
  MECO
  HOLDING COMPANY,

  
	
   

  	
   

  
	
   

  	
   

  	
  by

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
						



 


	
   

  	
  C&G SYSTEMS HOLDING, INC.,

  
	
   

  	
   

  
	
   

  	
   

  	
  by

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
						



 





















 


	
   

  	
  CIGWELD PTY LTD.,

  
	
   

  	
   

  
	
   

  	
   

  	
  by

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
						



 


	
   

  	
  DUXTECH PTY LTD.,

  
	
   

  	
   

  
	
   

  	
   

  	
  by

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
						



 


	
   

  	
  QUETACK PTY, LTD.,

  
	
   

  	
   

  
	
   

  	
   

  	
  by

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
						



 


	
   

  	
  QUETALA PTY, LTD.,

  
	
   

  	
   

  
	
   

  	
   

  	
  by

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
						



 


	
   

  	
  THERMADYNE AUSTRALIA PTY LTD.,

  
	
   

  	
   

  
	
   

  	
   

  	
  by

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
						



 


	
   

  	
  THERMADYNE
  INDUSTRIES LIMITED,

  
	
   

  	
   

  
	
   

  	
   

  	
  by

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
						



 





















 


	
   

  	
  THERMADYNE
  WELDING PRODUCTS

  CANADA LIMITED,

  
	
   

  	
   

  
	
   

  	
   

  	
  by

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
						



 





















 


	
   

  	
  CREDIT SUISSE FIRST
  BOSTON, acting

  through its Cayman Islands Branch,

  individually and as Administrative Agent

  and Collateral Agent,

  
	
   

  	
   

  
	
   

  	
   

  	
  by

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  	
  by

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
						



 





















 


	
   

  	
  SIGNATURE PAGE TO
  AMENDMENT NO. 2

  AND JOINDER AGREEMENT TO

  THERMADYNE SECOND LIEN CREDIT

  AGREEMENT DATED AS OF JULY 29, 2004

  
	
   

  	
   

  
	
  Name of
  Financial Institution:  

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  by

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
  by

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
					



 





















 


SCHEDULE I


 


Foreign Guarantors


 


CIGWELD PTY LTD.


 


DUXTECH PTY LTD.


 


QUETACK
PTY, LTD.


 


QUETALA
PTY, LTD.


 


THERMADYNE INDUSTRIES
LIMITED


 


THERMADYNE WELDING
PRODUCTS CANADA LIMITED