Exhibit 4.7


 


EXECUTION COPY


 


AMENDMENT NO. 8 (this “Amendment”) dated as of August 8, 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, 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, by Amendment No. 6 dated as of March 31,
2005, and by Amendment No. 7 dated as of July 1, 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.
The table appearing in Section 6.10 (Maximum
Leverage Ratio) of the Credit Agreement is hereby amended and
restated 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

  	
   

  	
  6.18 to
  1.00

  	
   

  
	
  January 1, 2005 through March 31,
  2005

  	
   

  	
  7.20 to
  1.00

  	
   

  
	
  April 1, 2005 through June 30,
  2005

  	
   

  	
  7.10 to
  1.00

  	
   

  
	
  July 1, 2005 through September 30,
  2005

  	
   

  	
  6.85 to
  1.00

  	
   

  
	
  October 1, 2005 through December 31,
  2005

  	
   

  	
  5.67 to
  1.00

  	
   

  
	
  January 1, 2006 through March 31,
  2006

  	
   

  	
  6.20 to
  1.00

  	
   

  
	
  April 1, 2006 through June 30,
  2006

  	
   

  	
  5.39 to
  1.00

  	
   

  



 





















 


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 $25,000; 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 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


 


2





















 


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.


 


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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/ 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

  



 





















 


	
   

  	
  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

  



 





















 


	
   

  	
  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

  



 





















 


	
   

  	
  THERMADYNE WELDING PRODUCTS

  CANADA LIMITED,

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  by

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  /s/ Patricia S. Williams

  	
   

  
	
   

  	
   

  	
   

  	
  Name: Patricia S. Williams

  	
   

  
	
   

  	
   

  	
   

  	
  Title: VP, Secretary & General Counsel

  



 





















 


	
   

  	
  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

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  /s/ Matthew W. Quigley

  	
   

  
	
   

  	
   

  	
   

  	
  Name: Matthew W. Quigley

  	
   

  
	
   

  	
   

  	
   

  	
  Title: Chief Operating Officer