**Exhibit 4.2**

 

EXECUTION COPY

 

AMENDMENT NO. 6 (this ***“Amendment”****)* dated as of March 31, 2005, to the Second Lien CreditAgreement dated as of July 29, 2004, among THERMADYNE INDUSTRIES, INC., aDelaware 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., aDelaware corporation (***“Thermal Arc”***),PROTIP CORPORATION, a Missouri corporation (***“ProTip”***),and THERMADYNE INTERNATIONAL CORP., a Delaware corporation (***“International”*** and, together withProTip, Thermal Arc, Stoody, C & G, Victor, Tweco, Dynamics andIndustries, the ***“Borrowers”***), the Guarantorsparty thereto, the Lenders from time to time party thereto and CREDIT SUISSEFIRST BOSTON, as administrative agent (in such capacity, the ***“Administrative Agent”***) andcollateral 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 AmendmentNo. 4 dated as of March 16, 2005, and by Amendment No. 5 datedas of March 30, 2005, and as further amended, supplemented or modified,the ***“Credit Agreement”***).

 

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

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# B.            TheBorrowers have requested that the Required Lenders amend the Credit Agreementto amend and restate the terms of Section 6.10 thereof as set forthherein.

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# C.            Capitalizedterms used but not defined herein shall have the meanings assigned to them inthe Credit Agreement.

#  

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

 

## **SECTION 1.****         *Amendment***.  Thetable appearing in Section 6.10 (*Maximum Leverage Ratio*)of the Credit Agreement is hereby amended and restated in its entirety to readas 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 |

 

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## **SECTION 2.****         *Representations and Warranties***.  To induce the other parties hereto to enterinto this Amendment, the Credit Parties represent and warrant to each of theLenders, the Administrative Agent and the Collateral Agent, that, after givingeffect to this Amendment, (a) the representations and warranties set forthin Article III of the Credit Agreement are true and correct in allmaterial respects on and as of the date hereof, except to the extent suchrepresentations and warranties expressly relate to an earlier date, and (b) noDefault or Event of Default has occurred and is continuing.

##  

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

##  

### (a)           counterpartsof this Amendment that, when taken together, bear the signatures of the CreditParties and the Required Lenders; and

###  

### (b)           a copy ofa fully executed and delivered amendment, in form and substance reasonablysatisfactory 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 byimplication or otherwise limit, impair, constitute a waiver of, or otherwiseaffect the rights and remedies of the Lenders, the Administrative Agent or theCollateral Agent under the Credit Agreement or any other Loan Document, andshall not alter, modify, amend or in any way affect any of the terms,conditions, obligations, covenants or agreements contained in the CreditAgreement or any other Loan Document, all of which are ratified and affirmed inall respects and shall continue in full force and effect.  Nothing herein shall be deemed to entitle anyCredit Party to a consent to, or a waiver, amendment, modification or otherchange of, any of the terms, conditions, obligations, covenants or agreementscontained in the Credit Agreement or any other Loan Document in similar ordifferent circumstances.  This Amendmentshall apply and be effective only with respect to the provisions of the CreditAgreement specifically referred to herein. After the date hereof, any reference to the Credit Agreement shall meanthe Credit Agreement, as modified hereby. This Amendment shall constitute a ***“Loan Document”***for all purposes of the Credit Agreement and the other Loan Documents.

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## **SECTION 5.****         *Counterparts***. This Amendment may be executed in any number of counterparts and bydifferent parties hereto in separate counterparts, each of which when soexecuted and delivered shall be deemed an original, but all such counterpartstogether shall constitute but one and the same contract.  Delivery of an executed counterpart of asignature page of this Amendment by facsimile transmission shall be aseffective 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***.  Theheadings of this Amendment are for purposes of reference only and shall notlimit or otherwise affect the meaning hereof

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## **SECTION 8.****         *Expenses***.  TheBorrowers agree to reimburse the Administrative Agent for all out-of-pocketexpenses in connection with this Amendment, including the reasonable fees,charges and disbursements of Cravath, Swaine & Moore LLP, counsel forthe Administrative Agent.

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## **SECTION 9.****         *Reaffirmation***. Each of the Guarantors hereby acknowledges receipt and notice of, andconsents to the terms of, this Amendment, and affirms and confirms itsguarantee of the Obligations and, if applicable, the pledge of and/or grant ofa security interest in its assets as Collateral to secure the Obligations, allas provided in the Collateral Documents as originally executed, andacknowledges and agrees that such guarantee, pledge and/or grant of securityinterest continue in full force and effect in respect of, and to secure, theObligations under the Credit Agreement, as amended hereby, and the other LoanDocuments.

##  

[Remainder of this page intentionallyleft blank]

 

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IN WITNESS WHEREOF, each of the parties hereto hascaused this Amendment to be executed and delivered by its duly authorizedofficer 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 |   |

 

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|   | 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 |   |

 

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|   | 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 |   |

 

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|   | THERMADYNE WELDING  PRODUCTS CANADA LIMITED, |                                            |
|--------|----------------------------------------------|-------------------------------------------------|
|   |                                         |                                            |   |
|   |   by                               |                                            |
|   |                                         | /s/ David L. Dyckman                            |   |
|   |                                         | Name: David L. Dyckman                          |   |
|   |                                         | Title: Executive Vice  President & CFO |   |

 

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|   | 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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