Exhibit 4.4


 


EXECUTION COPY


 


AMENDMENT NO. 7 (this “Amendment”)
dated as of July 1, 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”),
and 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
(formerly known as Credit Suisse First Boston), as administrative agent (in
such capacity, the “Administrative Agent”) and
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, and by Amendment No. 6 dated as of March 31,
2005, and as further amended, supplemented or modified, the “Credit Agreement”).


 


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


 


B.                                     The
Borrowers have requested that the Required Lenders amend the Credit Agreement
to amend and restate the terms of Section 6.16 thereof 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.  Section 6.16 of the Credit Agreement is
hereby amended and restated in its entirety to read as follows:


 


“SECTION 6.16.  Real Estate Purchases.  No Credit Party shall purchase a fee simple
ownership interest in Real Estate with an aggregate purchase price in excess of
$500,000 (except for the purchase of that certain residential property located
at 1056 Greystone Manor Parkway, Chesterfield, Missouri 63005, for up to $810,000
by Holdings; provided, however, that such
property is sold by August 31, 2005 for the same purchase price paid by
Holdings).”


 





















 


SECTION 2.   Supplement to Schedule 3.8.  Schedule 3.8
of the Credit Agreement is hereby supplemented to add the information as
provided on Schedule 3.8 attached hereto.


 


SECTION 3.   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 4.   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; and


 


(b)                                 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 5.   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 fill 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 6.   Counterparts.  This Amendment may be executed in any number
of counterparts and by different parties hereto in separate counterparts, each
of which when so 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 7.   Applicable Law.  THIS AMENDMENT SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.


 


2





















 


SECTION 8.   Headings.  The headings of this Amendment are for
purposes of reference only and shall not limit or otherwise affect the meaning
hereof


 


SECTION 9.   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 10.   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]


 


3





















 


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/ Patricia S.
  Williams

  	
   

  
	
   

  	
   

  	
   

  	
  Name: Patricia
  S. Williams

  
	
   

  	
   

  	
   

  	
  Title: VP,
  Secretary & General Counsel

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  THERMAL DYNAMICS
  CORPORATION,

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  by

  	
   

  
	
   

  	
   

  	
   

  	
  /s/ Patricia S.
  Williams

  	
   

  
	
   

  	
   

  	
   

  	
  Name: Patricia
  S. Williams

  
	
   

  	
   

  	
   

  	
  Title: VP,
  Secretary & General Counsel

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  TWECO PRODUCTS,
  INC.,

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  by

  	
   

  
	
   

  	
   

  	
   

  	
  /s/ Patricia S.
  Williams

  	
   

  
	
   

  	
   

  	
   

  	
  Name: Patricia
  S. Williams

  
	
   

  	
   

  	
   

  	
  Title: VP,
  Secretary & General Counsel

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  VICTOR EQUIPMENT
  COMPANY,

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  by

  	
   

  
	
   

  	
   

  	
   

  	
  /s/ Patricia S.
  Williams

  	
   

  
	
   

  	
   

  	
   

  	
  Name: Patricia
  S. Williams

  
	
   

  	
   

  	
   

  	
  Title: VP,
  Secretary & General Counsel

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  C & G
  SYSTEMS, INC.,

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  by

  	
   

  
	
   

  	
   

  	
   

  	
  /s/ Patricia S.
  Williams

  	
   

  
	
   

  	
   

  	
   

  	
  Name: Patricia
  S. Williams

  
	
   

  	
   

  	
   

  	
  Title: VP,
  Secretary & General Counsel

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  STOODY COMPANY,

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  by

  	
   

  
	
   

  	
   

  	
   

  	
  /s/ Patricia S.
  Williams

  	
   

  
	
   

  	
   

  	
   

  	
  Name: Patricia
  S. Williams

  
	
   

  	
   

  	
   

  	
  Title: VP,
  Secretary & General Counsel

  



 


4





















 


	
   

  	
  THERMAL ARC,
  INC.,

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  by

  	
   

  
	
   

  	
   

  	
   

  	
  /s/ Patricia S.
  Williams

  	
   

  
	
   

  	
   

  	
   

  	
  Name: Patricia
  S. Williams

  
	
   

  	
   

  	
   

  	
  Title: VP,
  Secretary & General Counsel

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  PROTIP
  CORPORATION,

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  by

  	
   

  
	
   

  	
   

  	
   

  	
  /s/ Patricia S.
  Williams

  	
   

  
	
   

  	
   

  	
   

  	
  Name: Patricia
  S. Williams

  
	
   

  	
   

  	
   

  	
  Title: VP,
  Secretary & General Counsel

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  THERMADYNE
  INTERNATIONAL CORP.,

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  by

  	
   

  
	
   

  	
   

  	
   

  	
  /s/ Patricia S.
  Williams

  	
   

  
	
   

  	
   

  	
   

  	
  Name: Patricia
  S. Williams

  
	
   

  	
   

  	
   

  	
  Title: VP,
  Secretary & General Counsel

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  THERMADYNE
  HOLDINGS CORPORATION,

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  by

  	
   

  
	
   

  	
   

  	
   

  	
  /s/ Patricia S.
  Williams

  	
   

  
	
   

  	
   

  	
   

  	
  Name: Patricia
  S. Williams

  
	
   

  	
   

  	
   

  	
  Title: VP,
  Secretary & General Counsel

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  MECO HOLDING
  COMPANY,

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  by

  	
   

  
	
   

  	
   

  	
   

  	
  /s/ Patricia S.
  Williams

  	
   

  
	
   

  	
   

  	
   

  	
  Name: Patricia
  S. Williams

  
	
   

  	
   

  	
   

  	
  Title: VP,
  Secretary & General Counsel

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  C&G SYSTEMS
  HOLDING, INC.,

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  by

  	
   

  
	
   

  	
   

  	
   

  	
  /s/ Patricia S.
  Williams

  	
   

  
	
   

  	
   

  	
   

  	
  Name: Patricia
  S. Williams

  
	
   

  	
   

  	
   

  	
  Title: VP,
  Secretary & General Counsel

  



 


5





















 


	
   

  	
  CIGWELD PTY
  LTD.,

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  by

  	
   

  
	
   

  	
   

  	
   

  	
  /s/ Patricia S.
  Williams

  	
   

  
	
   

  	
   

  	
   

  	
  Name: Patricia
  S. Williams

  
	
   

  	
   

  	
   

  	
  Title: VP,
  Secretary & General Counsel

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  DUXTECH PTY
  LTD.,

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  by

  	
   

  
	
   

  	
   

  	
   

  	
  /s/ Patricia S.
  Williams

  	
   

  
	
   

  	
   

  	
   

  	
  Name: Patricia
  S. Williams

  
	
   

  	
   

  	
   

  	
  Title: VP,
  Secretary & General Counsel

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  QUETACK PTY,
  LTD.,

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  by

  	
   

  
	
   

  	
   

  	
   

  	
  /s/ Patricia S.
  Williams

  	
   

  
	
   

  	
   

  	
   

  	
  Name: Patricia
  S. Williams

  
	
   

  	
   

  	
   

  	
  Title: VP,
  Secretary & General Counsel

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  QUETALA PTY,
  LTD.,

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  by

  	
   

  
	
   

  	
   

  	
   

  	
  /s/ Patricia S.
  Williams

  	
   

  
	
   

  	
   

  	
   

  	
  Name: Patricia
  S. Williams

  
	
   

  	
   

  	
   

  	
  Title: VP,
  Secretary & General Counsel

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  THERMADYNE
  AUSTRALIA PTY LTD.,

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  by

  	
   

  
	
   

  	
   

  	
   

  	
  /s/ Patricia S.
  Williams

  	
   

  
	
   

  	
   

  	
   

  	
  Name: Patricia
  S. Williams

  
	
   

  	
   

  	
   

  	
  Title: VP,
  Secretary & General Counsel

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  THERMADYNE
  INDUSTRIES LIMITED,

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  by

  	
   

  
	
   

  	
   

  	
   

  	
  /s/ Patricia S.
  Williams

  	
   

  
	
   

  	
   

  	
   

  	
  Name: Patricia
  S. Williams

  
	
   

  	
   

  	
   

  	
  Title: VP,
  Secretary & General Counsel

  



 


6





















 


	
   

  	
  THERMADYNE
  WELDING PRODUCTS

  CANADA LIMITED,

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  by

  	
   

  
	
   

  	
   

  	
   

  	
  /s/ Patricia S.
  Williams

  	
   

  
	
   

  	
   

  	
   

  	
  Name: Patricia
  S. Williams

  
	
   

  	
   

  	
   

  	
  Title: VP,
  Secretary & General Counsel

  



 


7





















 


	
   

  	
  CREDIT SUISSE,
  CAYMAN ISLANDS BRANCH (formerly known as 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

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  GSO CREDIT
  OPPORTUNITIES FUND

  (EMPLOYEE), LP,

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  GSO CREDIT
  OPPORTUNITIES FUND

  (HELIOS), LP,

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  by

  	
   

  
	
   

  	
   

  	
   

  	
  /s/ Matthew W.
  Quigley

  	
   

  
	
   

  	
   

  	
   

  	
  Name: Matthew W.
  Quigley

  
	
   

  	
   

  	
   

  	
  Title: Chief
  Operating Officer

  
						



 


8





















 


SCHEDULE 3.8


 


SUPPLEMENT
TO SCHEDULE 3.8

to

CREDIT AGREEMENT


 


	
  Legal Name

  	
   

  	
  Jurisdiction
  of

  Organization

  	
   

  	
  # of
  Authorized

  Shares by Class

  	
   

  	
  # of

  Outstanding

  Shares by

  Class

  	
   

  	
  %
  Ownership of

  Outstanding Shares

  
	
  Ningbo Thermadyne Cutting & Welding
  Equipment Manufacturing Company, LTD

  	
   

  	
  People’s Republic of China

  	
   

  	
  n/a

  	
   

  	
  n/a

  	
   

  	
  100% by Thermadyne Holdings Corporation