**Exhibit 4.2**

 

EXECUTION COPY

 

AMENDMENT NO. 9 (this “***Amendment***”)**dated as of October 7, 2005, tothe Second Lien Credit Agreement dated as of July 29, 2004, among THERMADYNEINDUSTRIES, INC., a Delaware corporation (“***Industries***”)*,*THERMAL DYNAMICS CORPORATION, aDelaware corporation (“***Dynamics***”)*,*TWECO PRODUCTS, INC., a Delawarecorporation (“***Tweco***”)*,*VICTOREQUIPMENT COMPANY, a Delaware corporation (“***Victor***”)*,*C & G SYSTEMS, INC., anIllinois corporation (“***C & G***”)*,*STOODY COMPANY, a Delawarecorporation (“***Stoody***”)*,*THERMALARC, INC., a Delaware corporation (“***Thermal Arc***”)*,*PROTIP CORPORATION, a Missouricorporation (“***ProTip***”)*,*THERMADYNEINTERNATIONAL CORP., a Delaware corporation (“***International***”**and, together with ProTip, ThermalArc, Stoody, C & G, Victor, Tweco, Dynamics and Industries, the “***Borrowers***”)*,*the Guarantors party thereto, theLenders from time to time party thereto and CREDIT SUISSE, as administrativeagent (in such capacity, the “***Administrative Agent***”)**and as collateral agent (in suchcapacity, the “***Collateral Agent***”)**(as amended by Amendment No. 1 and Agreementeffective as of September 30, 2004, by Amendment No. 2 and Joinder Agreementdated as of November 22, 2004, by Amendment No. 3 and Consent dated as ofJanuary 3, 2005, by Amendment No. 4 dated as of March 16, 2005, by AmendmentNo. 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, and by Amendment No. 8 datedas of August 8, 2005, and as further amended, supplemented or modified, the “***CreditAgreement***”)*.*

 

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

 

B.            The Borrowers have requested anamendment to the Credit Agreement as set forth herein.

 

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

 

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

 

SECTION1. ***Amendment to Section 6.02.*****Section 6.02 (Investments; Loans andAdvances) of the Credit Agreement is hereby amended to (i) delete the word “and”at the end of clause (p) thereof and (ii) replace the period at the end ofclause (q) thereof with:

 

“;and

 

(r) investments by the Borrowers in an aggregate amount not to exceed$2,500,000 in a Chinese Equity Joint Venture Enterprise with Ningbo LongxingGroup Corporation known in English as “Ningbo United Special Welding MaterialsCompany Limited”; provided that after giving effect to any such cashinvestment or portion thereof Borrowing Availability (as defined in the FirstLien Credit Agreement) was at least

 

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$8,000,000,with accounts payable being paid consistent with Borrowers’ practice fromJanuary 1, 2005 through July 31, 2005; provided, further, howeverthat immediately prior to any such cash investment or portion thereof theBorrowers have delivered a 13-week availability forecast report, in form andsubstance reasonably acceptable to the Administrative Agent, showing thatBorrowing Availability will be at least $8,000,000, with accounts payable beingpaid consistent with Borrowers’ practice from January 1, 2005 through July 31,2005, for the 30-day period after any such cash investment or portion thereofhas been made.”

 

SECTION2. ***Representations and Warranties.*****To induce the other parties hereto toenter into this Amendment, the Credit Parties represent and warrant to each ofthe Lenders, the Administrative Agent and the Collateral Agent, that, aftergiving effect to this Amendment, (a) the representations and warranties setforth in 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.

 

SECTION3. ***Effectiveness.*****This Amendment shall become effective asof the date set forth above on the date that the Administrative Agent (or itscounsel) shall have received:

 

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

 

(b)  anamendment fee in an amount equal to $10,000; and 

 

(c)  acopy of a fully executed and delivered amendment, in form and substance reasonablysatisfactory to the Administrative Agent, to the First Lien Credit Agreement.

 

SECTION4. ***Effect of Amendment.*****Except as expressly set forth herein,this Amendment shall not by implication or otherwise limit, impair, constitutea waiver of, or otherwise affect the rights and remedies of the Lenders, theAdministrative Agent or the Collateral Agent under the Credit Agreement or anyother Loan Document, and shall not alter, modify, amend or in any way affectany of the terms, conditions, obligations, covenants or agreements contained inthe Credit Agreement or any other Loan Document, all of which are ratified andaffirmed in all respects and shall continue in full force and effect. Nothingherein shall be deemed to entitle any Credit Party to a consent to, or awaiver, amendment, modification or other change of, any of the terms,conditions, obligations, covenants or agreements contained in the CreditAgreement or any other Loan Document in similar or different circumstances.This Amendment shall apply and be effective only with respect to the provisionsof the Credit Agreement specifically referred to herein. After the date hereof,any reference to the Credit Agreement shall mean the Credit Agreement, asmodified hereby. This Amendment shall constitute a “Loan Document” for allpurposes of the Credit Agreement and the other Loan Documents.

 

SECTION5. ***Counterparts.*****This Amendment may be executed in anynumber of counterparts and by different parties hereto in separatecounterparts, each of which when so

 

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executedand delivered shall be deemed an original, but all such counterparts togethershall constitute but one and the same contract. Delivery of an executedcounterpart of a signature page of this Amendment by facsimile transmissionshall be as effective as delivery of a manually executed counterpart hereof.

 

SECTION6. ***Applicable Law.*****THIS AMENDMENT SHALL BE GOVERNED BY, ANDCONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

 

SECTION7. ***Headings.*****The headings of this Amendment are forpurposes of reference only and shall not limit or otherwise affect the meaninghereof.

 

SECTION8. ***Expenses.*****The Borrowers agree to reimburse theAdministrative Agent for all out-of-pocket expenses in connection with thisAmendment, including the reasonable fees, charges and disbursements of Cravath,Swaine & Moore LLP, counsel for the Administrative Agent.

 

SECTION9. ***Reaffirmation.*****Each of the Guarantors herebyacknowledges receipt and notice of, and consents to the terms of, thisAmendment, and affirms and confirms its guarantee of the Obligations and, ifapplicable, the pledge of and/or grant of a security interest in its assets asCollateral to secure the Obligations, all as provided in the CollateralDocuments as originally executed, and acknowledges and agrees that suchguarantee, pledge and/or grant of security interest continue in full force andeffect in respect of, and to secure, the Obligations under the CreditAgreement, as amended hereby, and the other Loan Documents.

 

[Remainder of this page intentionally leftblank]

 

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INWITNESS WHEREOF, each of the parties hereto has caused this Amendment to beexecuted and delivered by its duly authorized officer as of the date first setforth above.

 
|   | THERMADYNE INDUSTRIES,  INC.,  |
|--------|--------------------------------|
|   |                           |
|   | by                             |   |   |
|   |                           | /s/ Patricias. Williams |   |
|   |                           | Name: PATRICIAS. WILLIAMS |
|   |                           | Title:   V.P. SECTY & G.C. |
|   |                           |   |
|   | THERMAL DYNAMICS  CORPORATION, |
|   |                           |
|   | by                             |   |   |
|   |                           | /s/ Patricias. Williams |   |
|   |                           | Name: PATRICIAS. WILLIAMS |
|   |                           | Title:   V.P. SECTY & G.C. |
|   |                           |   |
|   | TWECO PRODUCTS, INC.,          |
|   |                           |
|   | by                             |   |   |
|   |                           | /s/ Patricias. Williams |   |
|   |                           | Name: PATRICIAS. WILLIAMS |
|   |                           | Title:   V.P. SECTY & G.C. |
|   |                           |   |
|   | VICTOR EQUIPMENT COMPANY,      |
|   |                           |
|   | by                             |   |   |
|   |                           | /s/ Patricias. Williams |   |
|   |                           | Name: PATRICIAS. WILLIAMS |
|   |                           | Title:   V.P. SECTY & G.C. |
|   |                           |   |
|   | C & G SYSTEMS, INC.,       |
|   |                           |
|   | by                             |   |   |
|   |                           | /s/ Patricias. Williams |   |
|   |                           | Name: PATRICIAS. WILLIAMS |
|   |                           | Title:   V.P. SECTY & G.C. |
|   |                           |   |
|   | STOODY COMPANY,                |
|   |                           |
|   | by                             |   |   |
|   |                           | /s/ Patricias. Williams |   |
|   |                           | Name: PATRICIAS. WILLIAMS |
|   |                           | Title:   V.P. SECTY & G.C. |

 

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|   | THERMAL ARC, INC.,                |
|--------|-----------------------------------|
|   |                              |
|   | by                                |   |   |
|   |                              | /s/ Patricias. Williams |   |
|   |                              | Name: PATRICIAS. WILLIAMS |
|   |                              | Title:   V.P. SECTY & G.C. |
|   |                              |   |
|   | PROTIP CORPORATION,               |
|   |                              |
|   | by                                |   |   |
|   |                              | /s/ Patricias. Williams |   |
|   |                              | Name: PATRICIAS. WILLIAMS |
|   |                              | Title:   V.P. SECTY & G.C. |
|   |                              |   |
|   | THERMADYNE INTERNATIONAL  CORP.,  |
|   |                              |
|   | by                                |   |   |
|   |                              | /s/ Patricias. Williams |   |
|   |                              | Name: PATRICIAS. WILLIAMS |
|   |                              | Title:   V.P. SECTY & G.C. |
|   |                              |   |
|   | THERMADYNE HOLDINGS  CORPORATION. |
|   |                              |
|   | by                                |   |   |
|   |                              | /s/ Patricias. Williams |   |
|   |                              | Name: PATRICIAS. WILLIAMS |
|   |                              | Title:   V.P. SECTY & G.C. |
|   |                              |   |
|   | MECO HOLDING COMPANY,             |
|   |                              |
|   | by                                |   |   |
|   |                              | /s/ Patricias. Williams |   |
|   |                              | Name: PATRICIAS. WILLIAMS |
|   |                              | Title:   V.P. SECTY & G.C. |
|   |                              |   |
|   | C&G SYSTEMS HOLDING,  INC.,   |
|   |                              |
|   | by                                |   |   |
|   |                              | /s/ Patricias. Williams |   |
|   |                              | Name: PATRICIAS. WILLIAMS |
|   |                              | Title:   V.P. SECTY & G.C. |

 

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|   | CIGWELD PTY LTD.,               |
|--------|---------------------------------|
|   |                            |
|   | by                              |   |   |
|   |                            | /s/ Patricias. Williams |   |
|   |                            | Name: PATRICIAS. WILLIAMS |
|   |                            | Title:   V.P. SECTY & G.C. |
|   |                            |   |
|   | DUXTECH PTY LTD.,               |
|   |                            |
|   | by                              |   |   |
|   |                            | /s/ Patricias. Williams |   |
|   |                            | Name: PATRICIAS. WILLIAMS |
|   |                            | Title:   V.P. SECTY & G.C. |
|   |                            |   |
|   | QUETACK PTY, LTD.,              |
|   |                            |
|   | by                              |   |   |
|   |                            | /s/ Patricias. Williams |   |
|   |                            | Name: PATRICIAS. WILLIAMS |
|   |                            | Title:   V.P. SECTY & G.C. |
|   |                            |   |
|   | QUETALA PTY, LTD.,              |
|   |                            |
|   | by                              |   |   |
|   |                            | /s/ Patricias. Williams |   |
|   |                            | Name: PATRICIAS. WILLIAMS |
|   |                            | Title:   V.P. SECTY & G.C. |
|   |                            |   |
|   | THERMADYNE AUSTRALIA PTY  LTD., |
|   |                            |
|   | by                              |   |   |
|   |                            | /s/ Patricias. Williams |   |
|   |                            | Name: PATRICIAS. WILLIAMS |
|   |                            | Title:   V.P. SECTY & G.C. |
|   |                            |   |
|   | THERMADYNE INDUSTRIES  LIMITED, |
|   |                            |
|   | by                              |   |   |
|   |                            | /s/ Patricias. Williams |   |
|   |                            | Name: PATRICIAS. WILLIAMS |
|   |                            | Title:   V.P. SECTY & G.C. |

 

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|   | THERMADYNE WELDING  PRODUCTS CANADA LIMITED, |
|--------|----------------------------------------------|
|   |                                         |
|   | by                                           |   |   |
|   |                                         | /s/ Patricias. Williams |   |
|   |                                         | Name: PATRICIAS. WILLIAMS |
|   |                                         | Title:   V.P. SECTY & G.C. |

 

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|   | CREDIT SUISSE, CAYMAN  ISLANDS BRANCH, individually and  as Administrative Agent and Collateral  Agent,            |
|--------|--------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                               |
|   | by                                                                                                                 |   |   |
|   |                                                                                                               | /s/ Phillip Ho |   |
|   |                                                                                                               | Name: PHILLIP HO |
|   |                                                                                                               | Title:   DIRECTOR |
|   |                                                                                                               |   |
|   | by                                                                                                                 |   |   |
|   |                                                                                                               | /s/ Karim Blasetti |   |
|   |                                                                                                               | Name: KARIM BLASETTI |
|   |                                                                                                               | Title:   ASSOCIATE |
|   |                                                                                                               |   |
|   |                                                                                                               |   |
|   | GSO CREDIT OPPORTUNITIES  FUND (EMPLOYEE), LP (formerly  known as CSFB Credit Opportunities  Fund (Employee), LP), |
|   |                                                                                                               |
|   | GSO CREDIT OPPORTUNITIES  FUND (HELIOS), LP (formerly known  as CSFB Credit Opportunities Fund  (Helios), LP),     |
|   |                                                                                                               |
|   | by                                                                                                                 |   |   |
|   |                                                                                                               |   |   |
|   |                                                                                                               | Name: |
|   |                                                                                                               | Title: |

 

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|   | CREDIT SUISSE, CAYMAN  ISLANDS BRANCH, individually and  as Administrative Agent and Collateral  Agent,            |
|--------|--------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                               |
|   | by                                                                                                                 |   |   |
|   |                                                                                                               |   |   |
|   |                                                                                                               | Name: |
|   |                                                                                                               | Title: |
|   |                                                                                                               |   |
|   | by                                                                                                                 |   |
|   |                                                                                                               |   |   |
|   |                                                                                                               | Name: |
|   |                                                                                                               | Title: |
|   |                                                                                                               |   |
|   |                                                                                                               |   |
|   | GSO CREDIT OPPORTUNITIES  FUND (EMPLOYEE), LP (formerly  known as CSFB Credit Opportunities  Fund (Employee), LP), |
|   |                                                                                                               |
|   | GSO CREDIT OPPORTUNITIES  FUND (HELIOS), LP (formerly known  as CSFB Credit Opportunities Fund  (Helios), LP),     |
|   |                                                                                                               |
|   | by                                                                                                                 | GSO Capital Partners LP |   |
|   |                                                                                                               |   |   |
|   | by                                                                                                                 |   |   |
|   |                                                                                                               | /s/ George Fan |   |
|   |                                                                                                               | Name: GEORGE FAN |
|   |                                                                                                               | Title:   MD |

 

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