Exhibit 4.2


 


EXECUTION COPY


 


AMENDMENT NO. 9 (this “Amendment”) dated as of October 7, 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, and by Amendment No. 8 dated
as of August 8, 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 an
amendment 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 Section 6.02. Section 6.02 (Investments; Loans and
Advances) 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 of
clause (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 Longxing
Group Corporation known in English as “Ningbo United Special Welding Materials
Company Limited”; provided that after giving effect to any such cash
investment or portion thereof Borrowing Availability (as defined in the First
Lien Credit Agreement) was at least


 





















 


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


 


SECTION
2. 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
3. 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;


 


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


 


(c)  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
4. 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 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
5. Counterparts. This Amendment may be executed in any
number of counterparts and by different parties hereto in separate
counterparts, each of which when so


 


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


 


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


 


SECTION
8. 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
9. 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/ 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.

  



 


4





















 


	
   

  	
  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.

  



 


5





















 


	
   

  	
  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.

  



 


6





















 


	
   

  	
  THERMADYNE WELDING

  PRODUCTS CANADA LIMITED,

  
	
   

  	
   

  
	
   

  	
  by

  	
   

  	
   

  
	
   

  	
   

  	
  /s/ Patricias. Williams

  	
   

  
	
   

  	
   

  	
  Name: PATRICIAS. WILLIAMS

  
	
   

  	
   

  	
  Title:   V.P. SECTY & G.C.

  



 


7





















 


	
   

  	
  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: 

  



 


8





















 


	
   

  	
  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

  



 


9