1
EXHIBIT 4.2
FIRST SUPPLEMENTAL INDENTURE
dated as of May 22, 1998
between
THERMADYNE HOLDINGS CORPORATION
and
IBJ XXXXXXXX BANK & TRUST COMPANY,
as Trustee
with respect to
Series A and Series B 12-1/2% Senior Discount Debentures due 2008
2
THIS FIRST SUPPLEMENTAL INDENTURE (this "Supplemental Indenture"),
entered into as of May 22, 1998, between Thermadyne Holdings Corporation, a
Delaware corporation ("Holdings") and IBJ Xxxxxxxx Bank & Trust Company, as
trustee (the "Trustee").
RECITALS
WHEREAS, Mercury Acquisition Corp., a Delaware corporation ("Mercury"),
and the Trustee entered into the Indenture, dated as of May 22, 1998 (as amended
from time to time, the "Indenture"), relating to Mercury's Series A and Series B
12-1/2% Senior Discount Debentures due 2008 (the "Debentures");
WHEREAS, Mercury has merged with and into Holdings as contemplated by
the Indenture (the "Merger").
AGREEMENT
NOW, THEREFORE, in consideration of the premises and mutual covenants
herein contained and intending to be legally bound, the parties hereto hereby
agree as follows:
Section 1. Capitalized terms used herein and not otherwise defined
herein are used as defined in the Indenture.
Section 2. Holdings hereby acknowledges and agrees with the Trustee
that, by virtue of the Merger and by operation of law it has succeeded to, and
is substituted for (so that from and after the Merger, the provisions of the
Indenture referring to the "Issuer" shall refer to Holdings), and may exercise
each and every right and power of Mercury under the Indenture with the same
effect as if Holdings had been named as the Issuer in the Indenture and has
assumed all of the liabilities and obligations of Mercury under the Indenture
and the Debentures in accordance with Article 5 of the Indenture.
Section 3. Pursuant to Section 9.05 of the Indenture, Holdings shall
issue and the Trustee shall authenticate new Debentures that reflect this
Supplemental Indenture.
Section 4. This Supplemental Indenture shall be governed by and
construed in accordance with the internal laws of the State of New York.
Section 5. This Supplemental Indenture may be signed in various
counterparts which together shall constitute one and the same instrument.
Section 6. This Supplemental Indenture is an amendment supplemental to
the Indenture and said Indenture and this Supplemental Indenture shall
henceforth be read together.
2
3
IN WITNESS WHEREOF, the parties have duly executed and delivered this
Supplemental Indenture or have caused this Supplemental Indenture to be duly
executed on their respective behalf by their respective officers thereunto duly
authorized, as of the day and year first above written.
MERCURY ACQUISITION CORPORATION
By: /s/ XXXXXXX X. XXXXXX, XX.
--------------------------------
Name:
Title:
THERMADYNE HOLDINGS CORPORATION
By: /s/ XXXXX X. XXXX
--------------------------------
Name:
Title:
IBJ XXXXXXXX BANK & TRUST COMPANY,
as Trustee
By: /s/ XXXXXXX X. XXXXXXXXX
--------------------------------
Name: Xxxxxxx X. Xxxxxxxxx
Title: Vice President
3
