**Exhibit 4.2**

 

EXECUTION COPY

 

AMENDMENT NO. 1 AND AGREEMENT (this “***Amendment***”) effective as of September30, 2004, to the Second Lien Credit Agreement dated as of July 29, 2004(the “***Credit Agreement***”),among THERMADYNE INDUSTRIES, INC., a Delaware corporation (“***Industries***”), THERMALDYNAMICS CORPORATION, a Delaware corporation (“***Dynamics***”), TWECO PRODUCTS, INC., aDelaware corporation (“***Tweco***”),VICTOR EQUIPMENT COMPANY, a Delaware corporation (“***Victor***”), C & GSYSTEMS, INC., an Illinois corporation (“***C & G***”), STOODY COMPANY,  a Delaware corporation (“***Stoody***”), THERMALARC, INC., a Delaware corporation (“***Thermal Arc***”), PROTIP CORPORATION, a Missouricorporation (“***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***”), theGuarantors party thereto, the Lenders from time to time party thereto andCREDIT SUISSE FIRST BOSTON, as administrative agent (in such capacity, the “***Administrative Agent***”)and collateral agent (in such capacity, the “***Collateral Agent***”).

 

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

 

B.            TheBorrowers have requested certain amendments to the Credit Agreement as setforth herein.  The Borrowers have alsorequested that the lenders under the First Lien Credit Agreement agree to enterinto an amendment thereof substantially in the form attached as Annex I hereto(the “***First LienAmendment***”).

 

C.            Inorder to induce the Administrative Agent and the Lenders to enter into thisAmendment, the Borrowers have agreed to certain matters relating to thegranting of Guaranties and Liens by Foreign Subsidiaries as set forth herein.

 

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

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Accordingly, in consideration of the mutualagreements herein contained and other good and valuable consideration, thesufficiency and receipt of which are hereby acknowledged, the parties heretoagree as follows:

 

# **SECTION 1. *****Amendments.***  (a)******Section 1.01 of theCredit Agreement is hereby amended by inserting the following definitiontherein in appropriate alphabetical order:

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# ““***FirstAmendment***” shall mean Amendment No. 1 and Agreement effective asof September 30, 2004, among the Borrowers, the Guarantors, the Lenders partythereto and the Administrative Agent.”.

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## (a)           Thedefinition of the term “First Priority Liens” set forth in Section 1.01 ofthe Credit Agreement is hereby amended and restated in its entirety to read asfollows:

 

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““***First Priority Liens***”******shall mean the Liensgranted by the Credit Parties to secure the obligations under the First LienCredit Agreement.”.

 

## (b)           Thedefinition of the term “Guarantors” set forth in Section 1.01 of theCredit Agreement is hereby amended and restated in its entirety to read asfollows:

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## ““***Guarantors***” shallmean Holdings, Thermadyne Receivables, MECO Holding, C&G Holding, eachDomestic Subsidiary of a Borrower, and each Foreign Subsidiary of a Borrowerbecoming a Guarantor pursuant to the terms of the First Amendment.  The Guarantors on the Closing Date are listedon Schedule 1.01.”.

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## (c)           Thedefinition of the term “Maturity Date” set forth in Section 1.01 of theCredit Agreement is hereby amended and restated in its entirety to read asfollows:

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## ““***Maturity Date***” shallmean July 22, 2005.”.

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## (d)           Section5.09 of the Credit Agreement is hereby amended by replacing the amount“$75,000” in each of the two places therein appearing with the amount “$100,000”.

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## (e)           Section6.03(a) is hereby amended by amending and restating clause (ix) thereof in itsentirety to read as follows:

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## “(ix)Indebtedness of Foreign Subsidiaries (excluding Capital Lease Obligations) inan aggregate outstanding principal amount not to exceed $15,000,000;”.

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## (f)            Thetable appearing in Section 6.10 (*MaximumLeverage Ratio*) of the Credit Agreement is hereby amended andrestated 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 |       | 6.00 to 1.00 |       |
| January 1, 2005 through March 31, 2005    |       | 5.75 to 1.00 |       |
| April 1, 2005 through June 30, 2005       |       | 5.25 to 1.00 |       |
| July 1, 2005 through September 30, 2005   |       | 4.75 to 1.00 |       |

 

# **SECTION 2. *****ForeignGuaranties and Collateral.***(a) Upon any Foreign Subsidiary guaranteeing any Indebtedness or otherobligations under the First Lien Facilities (any such guaranty, a “***First Lien Foreign Guaranty***”and any such Foreign Subsidiary, a “***Foreign Subsidiary Guarantor***”), the Borrowersshall, at the Borrowers’ expense, substantially simultaneously with the givingof such First Lien Foreign Guarantee, cause such Foreign Subsidiary Guarantorto duly execute and deliver to the Administrative Agent a guaranty in form andsubstance reasonably satisfactory to the Administrative Agent, guaranteeing theObligations of each Credit Party (any such guaranty, a “***Second Lien Foreign Guaranty***”).  The Administrative Agent, in its capacity asSecond Lien Agent under the Intercreditor Agreement, agrees to enter into, onor before the date on which the Second Lien Guaranty is required to be

 

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# satisfied in accordance with the immediatelypreceding sentence, such amendments to the Intercreditor Agreement as may bereasonably requested by the First Lien Agent thereunder to address theapplicable procedural or substantive provisions of any foreign insolvency,administration or liquidation law or other foreign law for the relief of debtorsin connection with the granting of any Second Priority Foreign Guaranty (*provided*that the Administrative Agent, insuch capacity, shall not be required to enter into any such amendment to theextent the provisions thereof, when taken as a whole, are less favorable in anymaterial respect to the Second Lien Lenders than the comparable provisionsrelating to the Bankruptcy Code set forth in Section 7 of the IntercreditorAgreement).

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## (a)           Ifany First Lien Foreign Guaranty is secured by any Lien (a “***First Priority Foreign Lien***”)on any assets of any Foreign Subsidiary Guarantor, the Borrowers shall, at theBorrowers’ expense, use their reasonable best efforts to, as promptly aspracticable, and in any event within 30 days of the granting of the applicableFirst Priority Foreign Lien, (i) cause such Foreign Subsidiary Guarantor toenter into one or more security agreements in form and substance reasonablysatisfactory to the Administrative Agent, granting a legal, valid andenforceable second priority Lien (a “***Second Priority Foreign Lien***”) in the sameassets of such Foreign Subsidiary Guarantor that secure the First Lien ForeignGuaranty of such Foreign Subsidiary Guarantor and (ii) cause to be delivered tothe Administrative Agent one or more legal opinions reasonably satisfactory toit with respect to such security agreements and such Second Priority ForeignLien (the requirements set forth in the foregoing clause (i) and this clause(ii), collectively, the “***SecondLien Foreign Security Requirements***”).  The Administrative Agent, in its capacity asSecond Lien Agent under the Intercreditor Agreement, agrees to enter into, onor before the date on which the Second Lien Foreign Security Requirements arerequired to be satisfied in accordance with the immediately preceding sentence(such date, the “***RequiredDate***”), such amendments to the Intercreditor Agreement as may bereasonably requested by the First Lien Agent thereunder to address theapplicable procedural or substantive provisions of any foreign insolvency,administration or liquidation law or other foreign law for the relief ofdebtors in connection with the granting of any Second Priority Foreign Lien (*provided*that the Administrative Agent, insuch capacity, shall not be required to enter into any such amendment to theextent the provisions thereof, when taken as a whole, are less favorable in anymaterial respect to the Second Lien Lenders than the comparable provisionsrelating to the Bankruptcy Code set forth in Section 7 of the IntercreditorAgreement).  If the Second Lien ForeignSecurity Requirements have not been satisfied on or before the Required Date,the Applicable Percentage with respect to any Loan shall, from and after theRequired Date, be increased by 0.50% per annum above the Applicable Percentagethat would otherwise be applicable to such Loan.

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# **SECTION 3. *****Representationsand 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) no Default or Event of Default has occurred and is continuing.

 

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# **SECTION 4. *****Effectiveness.******* ThisAmendment shall become effective as of the date set forth above on the datethat (a) the Administrative Agent (or its counsel) shall have receivedcounterparts of this Amendment that, when taken together, bear the signaturesof the Borrowers, the Guarantors and the Lenders, (b) the First Lien Amendmentshall have become effective in accordance with its terms and (c) the Borrowersshall have paid to each Lender an amendment fee in an amount equal to 1.00% ofthe aggregate principal amount of such Lender’s outstanding Loans on the datehereof.

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# **SECTION 5. *****Effect ofAmendment.******* Except as expressly set forth herein, thisAmendment shall not by implication or otherwise limit, impair, constitute awaiver 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.  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 ofthe Credit Agreement and the other Loan Documents.

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# **SECTION 6. *****Counterparts****.*  ThisAmendment may be executed in any number of counterparts and by differentparties hereto in separate counterparts, each of which when so executed anddelivered shall be deemed an original, but all such counterparts together shallconstitute but one and the same contract. Delivery of an executed counterpart of a signature page of thisAmendment by facsimile transmission shall be as effective as delivery of amanually executed counterpart hereof.

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# **SECTION 7. *****Applicable Law.***** THISAMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OFTHE STATE OF NEW YORK.

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# **SECTION 8. *****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 9. *****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 10. *****Reaffirmation.***  Each ofthe Guarantors hereby acknowledges receipt and notice of, and consents to theterms of, this Amendment, and affirms and confirms its guarantee of theObligations and, if applicable, the pledge of and/or grant of a securityinterest in its assets as Collateral to secure the Obligations, all as providedin the Collateral Documents as 

 

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# originally executed, and acknowledges and agreesthat such guarantee, pledge and/or grant of security interest continue in fullforce and effect in respect of, and to secure, the Obligations under the CreditAgreement, as amended hereby, and the other Loan Documents.

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[Remainder of this page intentionally left blank]

 

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

 
|   | THERMADYNE INDUSTRIES, INC.,   |
|--------|--------------------------------|
|   |                           |
|   | by                             |
|   |                           | /s/  | James H.  Tate |
|   |                           | Name: | James H. Tate |
|   |                           | Title: | Sr. VP & CFO |
|   |                           |   |
|   |                           |   |
|   | THERMAL DYNAMICS  CORPORATION, |
|   |                           |
|   | by                             |
|   |                           | /s/  | James H.  Tate |
|   |                           | Name: | James H. Tate |
|   |                           | Title: | Sr. VP & CFO |
|   |                           |   |
|   |                           |   |
|   | TWECO PRODUCTS, INC.,          |
|   |                           |
|   | by                             |
|   |                           | /s/  | James H.  Tate |
|   |                           | Name: | James H. Tate |
|   |                           | Title: | Sr. VP & CFO |
|   |                           |   |
|   |                           |   |
|   | VICTOR EQUIPMENT COMPANY,      |
|   |                           |
|   | by                             |
|   |                           | /s/  | James H.  Tate |
|   |                           | Name: | James H. Tate |
|   |                           | Title: | Sr. VP & CFO |
|   |                           |   |
|   |                           |   |
|   | C & G SYSTEMS, INC.,       |
|   |                           |
|   | by                             |
|   |                           | /s/  | James H.  Tate |
|   |                           | Name: | James H. Tate |
|   |                           | Title: | Sr. VP & CFO |
|   |                           |   |
|   |                           |   |
|   | STOODY COMPANY,                |
|   |                           |
|   | by                             |
|   |                           | /s/  | James H.  Tate |
|   |                           | Name: | James H. Tate |
|   |                           | Title: | Sr. VP & CFO |

 

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|   | THERMAL ARC, INC.,                |
|--------|-----------------------------------|
|   |                              |
|   | by                                |
|   |                              | /s/  | James H.  Tate |
|   |                              | Name: | James H. Tate |
|   |                              | Title: | Sr. VP & CFO |
|   |                              |   |
|   |                              |   |
|   | PROTIP CORPORATION,               |
|   |                              |
|   | by                                |
|   |                              | /s/  | James H.  Tate |
|   |                              | Name: | James H. Tate |
|   |                              | Title: | Sr. VP & CFO |
|   |                              |   |
|   |                              |   |
|   | THERMADYNE INTERNATIONAL  CORP.,  |
|   |                              |
|   | by                                |
|   |                              | /s/  | James H.  Tate |
|   |                              | Name: | James H. Tate |
|   |                              | Title: | Sr. VP & CFO |
|   |                              |   |
|   |                              |   |
|   | THERMADYNE HOLDINGS  CORPORATION, |
|   |                              |
|   | by                                |
|   |                              | /s/  | James H.  Tate |
|   |                              | Name: | James H. Tate |
|   |                              | Title: | Sr. VP & CFO |
|   |                              |   |
|   |                              |   |
|   | THERMADYNE RECEIVABLES, INC.,     |
|   |                              |
|   | by                                |
|   |                              | /s/  | James H.  Tate |
|   |                              | Name: | James H. Tate |
|   |                              | Title: | Sr. VP & CFO |
|   |                              |   |
|   |                              |   |
|   | MECO HOLDING COMPANY,             |
|   |                              |
|   | by                                |
|   |                              | /s/  | James H.  Tate |
|   |                              | Name: | James H. Tate |
|   |                              | Title: | Sr. VP & CFO |

 

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|   | C&G SYSTEMS HOLDING, INC.,        |
|--------|---------------------------------------|
|   |                                  |
|   | by                                    |
|   |                                  | /s/  | James H.  Tate |
|   |                                  | Name: | James H. Tate |
|   |                                  | Title: | Sr. VP & CFO |
|   |                                  |   |   |
|   |                                  |   |   |
|   | THERMADYNE WELDING PRODUCTS  LIMITED, |
|   |                                  |
|   | by                                    |
|   |                                  | /s/  | James H.  Tate |
|   |                                  | Name: | James H. Tate |
|   |                                  | Title: | Sr. VP & 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/  | Joseph  Adipietro |
|   |                                                                                                                                     | Name: | Joseph Adipietro |
|   |                                                                                                                                     | Title: | Director |
|   |                                                                                                                                     |   |   |
|   | by                                                                                                                                       |
|   |                                                                                                                                     | /s/  | Joshua  Parrish |
|   |                                                                                                                                     | Name: | Joshua Parrish |
|   |                                                                                                                                     | Title: | Associate |

 

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|                           | SIGNATURE PAGE TO AMENDMENT NO. 1  AND AGREEMENT TO THERMADYNE  SECOND LIEN CREDIT AGREEMENT DATED  AS OF JULY 29, 2004 |
|--------------------------------|-------------------------------------------------------------------------------------------------------------------------|
|                           |                                                                                                                    |
|                           |                                                                                                                    |
| Name of Financial Institution: |                                                                                                                    | CSFB Credit  Opportunities Fund (Helios), L.P. |
|                           |                                                                                                                    | CSFB Credit  Opportunities Fund (Employee), L.P. |
|                           |                                                                                                                    |   |
|                           | By its  Investment Manager, CSFB  Alternative Capital, Inc.                                                             |
|                           |                                                                                                                    | /s/  | Lisa Conrad |   |
|                           |                                                                                                                    | Name: | Lisa Conrad |
|                           |                                                                                                                    | Title: | Attorney in Fact |
|                           | by                                                                                                                      |
|                           |                                                                                                                    |   |   |   |
|                           |                                                                                                                    | Name: |   |
|                           |                                                                                                                    | Title: |   |
|                                |                                                                                                                         |  |  |  |  |  |

 

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ANNEX I

 

Form of First Lien Amendment

 

(see attached)

 

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