Exhibit
4.2


 


EXECUTION COPY


 


AMENDMENT NO. 11 AND AGREEMENT (this “Amendment”) dated as of December 29,
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”),
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, as administrative agent (in such capacity, the “Administrative Agent”) and as 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,
by Amendment No. 5 dated as of March 30, 2005, by Amendment
No. 6 dated as of March 31, 2005, by Amendment No. 7 dated as of
July 1, 2005, by Amendment No. 8 dated as of August 8, 2005, by
Amendment No. 9 dated as of October 7, 2005, by Amendment No. 10 and
Agreement dated as of November 7, 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 Credit Agreement be amended to
(i) permit the sale of the Stock of Genset SpA (the “Genset
Sale”) and Soldaduras Soltec Ltda. (the “Soltec
Sale”) and (ii) make certain other changes to the Credit
Agreement, 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 to Credit
Agreement.  Section 6.08 (Sale
of Stock and Assets) of the Credit Agreement is hereby amended by (i) deleting
the word “and” at the end of clause (f) thereof and (ii) replacing the period
at the end of clause (g) thereof with:


 





















 


“; and


 


(h)  the sale of the Stock of (i) Genset SpA
for an aggregate amount of not less than $10,000,000 in cash and assumption of
debt (the “Genset Sale”) and (ii)
Soldaduras Soltec Ltda. for an aggregate amount of not less than $7,500,000 in
cash and assumption of debt (the “Soltec Sale”),
so long as the net proceeds of each of the Genset Sale and the Soltec Sale
shall be distributed to a Borrower.”


 


SECTION 2.  Use of Proceeds and Permanent
Reduction of Revolving Loan Commitments.  (a) The Borrowers hereby
agree that the cash proceeds of each of the Genset Sale and the Soltec Sale, net
of (A) commissions and other reasonable and customary transaction
costs, fees and expenses properly attributable to such transaction and payable
by the Borrowers in connection therewith (in each case, paid to
non-Affiliates), (B) transfer taxes, and (C) an appropriate reserve
for income taxes in accordance with GAAP in connection therewith, shall be utilized solely to prepay a portion
of the principal balance of the Revolving Credit Advances (as defined in the
First Lien Credit Agreement);


 


(b) In connection with
the prepayment described in paragraph (a) above, the Borrowers agree that the
Revolving Loan Commitments (as defined in the First Lien Credit Agreement),
with respect to all lenders under the First Lien Credit Agreement, shall be
permanently reduced from $80,000,000 to $70,000,000 on the date hereof; and


 


(c) Notwithstanding
anything to the contrary set forth in the Credit Agreement, the Borrowers
hereby agree that a breach of any of the agreements in paragraph (a) or (b)
above shall be deemed to constitute an Event of Default.


 


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:


 


(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 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,


 


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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 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]


 


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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/ Patricia S. Williams

  	
   

  
	
   

  	
   

  	
   

  	
  Name: Patricia S. Williams

  
	
   

  	
   

  	
   

  	
  Title: Vice President and General Counsel

  
					



 


	
   

  	
  THERMAL DYNAMICS

  CORPORATION,

  
	
   

  	
   

  
	
   

  	
  by

  	
   

  	
   

  
	
   

  	
   

  	
  /s/ Patricia S. Williams

  	
   

  
	
   

  	
   

  	
   

  	
  Name: Patricia S. Williams

  
	
   

  	
   

  	
   

  	
  Title: Vice President and General Counsel

  
					



 


	
   

  	
  TWECO PRODUCTS,
  INC.,

  
	
   

  	
   

  
	
   

  	
  by

  	
   

  	
   

  
	
   

  	
   

  	
  /s/ Patricia S. Williams

  	
   

  
	
   

  	
   

  	
   

  	
  Name: Patricia S. Williams

  
	
   

  	
   

  	
   

  	
  Title: Vice President and General Counsel

  
					



 


	
   

  	
  VICTOR EQUIPMENT
  COMPANY,

  
	
   

  	
   

  
	
   

  	
  by

  	
   

  	
   

  
	
   

  	
   

  	
  /s/ Patricia S. Williams

  	
   

  
	
   

  	
   

  	
   

  	
  Name: Patricia S. Williams

  
	
   

  	
   

  	
   

  	
  Title: Vice President and General Counsel

  
					



 


	
   

  	
  C & G
  SYSTEMS, INC.,

  
	
   

  	
   

  
	
   

  	
  by

  	
   

  	
   

  
	
   

  	
   

  	
  /s/ Patricia S. Williams

  	
   

  
	
   

  	
   

  	
   

  	
  Name: Patricia S. Williams

  
	
   

  	
   

  	
   

  	
  Title: Vice President and General Counsel

  
					



 


	
   

  	
  STOODY COMPANY,

  
	
   

  	
   

  
	
   

  	
  by

  	
   

  	
   

  
	
   

  	
   

  	
  /s/ Patricia S. Williams

  	
   

  
	
   

  	
   

  	
   

  	
  Name: Patricia S. Williams

  
	
   

  	
   

  	
   

  	
  Title: Vice President and General Counsel

  
					



 


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  THERMAL ARC, INC.,

  
	
   

  	
   

  
	
   

  	
  by

  	
   

  	
   

  
	
   

  	
   

  	
  /s/ Patricia S. Williams

  	
   

  
	
   

  	
   

  	
   

  	
  Name: Patricia S. Williams

  
	
   

  	
   

  	
   

  	
  Title: Vice President and General Counsel

  
					



 


	
   

  	
  PROTIP
  CORPORATION,

  
	
   

  	
   

  
	
   

  	
  by

  	
   

  	
   

  
	
   

  	
   

  	
  /s/ Patricia S. Williams

  	
   

  
	
   

  	
   

  	
   

  	
  Name: Patricia S. Williams

  
	
   

  	
   

  	
   

  	
  Title: Vice President and General Counsel

  
					



 


	
   

  	
  THERMADYNE
  INTERNATIONAL

  CORP.,

  
	
   

  	
   

  
	
   

  	
  by

  	
   

  	
   

  
	
   

  	
   

  	
  /s/ Patricia S. Williams

  	
   

  
	
   

  	
   

  	
   

  	
  Name: Patricia S. Williams

  
	
   

  	
   

  	
   

  	
  Title: Vice President and General Counsel

  
					



 


	
   

  	
  THERMADYNE HOLDINGS

  CORPORATION,

  
	
   

  	
   

  
	
   

  	
  by

  	
   

  	
   

  
	
   

  	
   

  	
  /s/ Patricia S. Williams

  	
   

  
	
   

  	
   

  	
   

  	
  Name: Patricia S. Williams

  
	
   

  	
   

  	
   

  	
  Title: Vice President and General Counsel

  
					



 


	
   

  	
  MECO HOLDING
  COMPANY,

  
	
   

  	
   

  
	
   

  	
  by

  	
   

  	
   

  
	
   

  	
   

  	
  /s/ Patricia S. Williams

  	
   

  
	
   

  	
   

  	
   

  	
  Name: Patricia S. Williams

  
	
   

  	
   

  	
   

  	
  Title: Vice President and General Counsel

  
					



 


	
   

  	
  C&G SYSTEMS HOLDING, INC.,

  
	
   

  	
   

  
	
   

  	
  by

  	
   

  	
   

  
	
   

  	
   

  	
  /s/ Patricia S. Williams

  	
   

  
	
   

  	
   

  	
   

  	
  Name: Patricia S. Williams

  
	
   

  	
   

  	
   

  	
  Title: Vice President and General Counsel

  
					



 


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  CIGWELD PTY LTD.,

  
	
   

  	
   

  
	
   

  	
  by

  	
   

  	
   

  
	
   

  	
   

  	
  /s/ Patricia S. Williams

  	
   

  
	
   

  	
   

  	
   

  	
  Name: Patricia S. Williams

  
	
   

  	
   

  	
   

  	
  Title: Vice President and General Counsel

  
					



 


	
   

  	
  DUXTECH PTY LTD.,

  
	
   

  	
   

  
	
   

  	
  by

  	
   

  	
   

  
	
   

  	
   

  	
  /s/ Patricia S. Williams

  	
   

  
	
   

  	
   

  	
   

  	
  Name: Patricia S. Williams

  
	
   

  	
   

  	
   

  	
  Title: Vice President and General Counsel

  
					



 


	
   

  	
  QUETACK PTY, LTD.,

  
	
   

  	
   

  
	
   

  	
  by

  	
   

  	
   

  
	
   

  	
   

  	
  /s/ Patricia S. Williams

  	
   

  
	
   

  	
   

  	
   

  	
  Name: Patricia S. Williams

  
	
   

  	
   

  	
   

  	
  Title: Vice President and General Counsel

  
					



 


	
   

  	
  QUETALA PTY, LTD.,

  
	
   

  	
   

  
	
   

  	
  by

  	
   

  	
   

  
	
   

  	
   

  	
  /s/ Patricia S. Williams

  	
   

  
	
   

  	
   

  	
   

  	
  Name: Patricia S. Williams

  
	
   

  	
   

  	
   

  	
  Title: Vice President and General Counsel

  
					



 


	
   

  	
  THERMADYNE AUSTRALIA PTY

  LTD.,

  
	
   

  	
   

  
	
   

  	
  by

  	
   

  	
   

  
	
   

  	
   

  	
  /s/ Patricia S. Williams

  	
   

  
	
   

  	
   

  	
   

  	
  Name: Patricia S. Williams

  
	
   

  	
   

  	
   

  	
  Title: Vice President and General Counsel

  
					



 


	
   

  	
  THERMADYNE
  INDUSTRIES

  LIMITED,

  
	
   

  	
   

  
	
   

  	
  by

  	
   

  	
   

  
	
   

  	
   

  	
  /s/ Patricia S. Williams

  	
   

  
	
   

  	
   

  	
   

  	
  Name: Patricia S. Williams

  
	
   

  	
   

  	
   

  	
  Title: Vice President and General Counsel

  
					



 


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  THERMADYNE
  WELDING

  PRODUCTS CANADA LIMITED,

  
	
   

  	
   

  
	
   

  	
  by

  	
   

  	
   

  
	
   

  	
   

  	
  /s/ Patricia S. Williams

  	
   

  
	
   

  	
   

  	
   

  	
  Name: Patricia S. Williams

  
	
   

  	
   

  	
   

  	
  Title: Vice President and General Counsel

  
					



 


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  CREDIT SUISSE, CAYMAN

  ISLANDS BRANCH, as Administrative

  Agent and Collateral Agent, 

  
	
   

  	
   

  
	
   

  	
  by

  	
   

  	
   

  
	
   

  	
   

  	
  /s/ Jay Chall

  	
   

  
	
   

  	
   

  	
   

  	
  Name: Jay Chall

  
	
   

  	
   

  	
   

  	
  Title: Director

  
	
   

  	
   

  
	
   

  	
  by

  	
   

  	
   

  
	
   

  	
   

  	
  /s/ Karim Blasetti

  	
   

  
	
   

  	
   

  	
   

  	
  Name: Karim Blasetti

  
	
   

  	
   

  	
   

  	
  Title: Associate

  
						



 


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  GSO SPECIAL
  SITUATIONS FUND

  LP, as a Lender,

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  	
   

  
	
   

  	
   

  	
  /s/ George Fan

  	
   

  
	
   

  	
   

  	
   

  	
  Name: George Fan

  
	
   

  	
   

  	
   

  	
  Title: Managing Director

  
					



 


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  NORTHWOODS CAPITAL IV,

  LIMITED, as a Lender,

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Angelo, Gordon & Co., L.P., as

  
	
   

  	
  Collateral
  Manager,

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  	
   

  
	
   

  	
   

  	
  /s/ Bruce Martin

  	
   

  
	
   

  	
   

  	
   

  	
  Name: Bruce Martin

  
	
   

  	
   

  	
   

  	
  Title: Managing Director

  
						



 


	
   

  	
  NORTHWOODS
  CAPITAL V,

  LIMITED, as a Lender,

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Angelo, Gordon & Co., L.P., as

  
	
   

  	
  Collateral
  Manager,

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  	
   

  
	
   

  	
   

  	
  /s/ Bruce Martin

  	
   

  
	
   

  	
   

  	
   

  	
  Name: Bruce Martin

  
	
   

  	
   

  	
   

  	
  Title: Managing Director

  
						



 


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  LENOX AVENUE CLO
  I, LIMITED,

  as a Lender,

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  	
   

  
	
   

  	
   

  	
  /s/ Bruce Martin

  	
   

  
	
   

  	
   

  	
   

  	
  Name: Bruce Martin

  
	
   

  	
   

  	
   

  	
  Title: Managing Director

  
					



 


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