**Exhibit 4.7**

 

EXECUTION COPY

 

AMENDMENT NO. 8 (this “***Amendment***”) dated as of August 8, 2005, to theSecond Lien Credit Agreement dated as of July 29, 2004, among THERMADYNEINDUSTRIES, INC., a Delaware corporation (“***Industries***”), THERMAL DYNAMICS CORPORATION, aDelaware corporation (“***Dynamics***”),TWECO PRODUCTS, INC., a Delaware corporation (“***Tweco***”), VICTOR EQUIPMENT COMPANY, aDelaware corporation (“***Victor***”),C & G SYSTEMS, INC., an Illinois corporation (“***C & G***”),STOODY COMPANY, a Delaware corporation (“***Stoody***”), THERMAL ARC, INC., a Delawarecorporation (“***ThermalArc***”), PROTIP CORPORATION, a Missouri corporation (“***ProTip***”), andTHERMADYNE 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 Lendersfrom time to time party thereto and CREDIT SUISSE, as administrative agent (insuch capacity, the “***AdministrativeAgent***”) 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, byAmendment No. 4 dated as of March 16, 2005, by Amendment No. 5dated 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 furtheramended, supplemented or modified, the “***Credit Agreement***”).

 

A.                                   Pursuant to the CreditAgreement, the Lenders have extended credit to the Borrowers.

 

B.                                     The Borrowers have requestedan amendment to the Credit Agreement as set forth herein.

 

C.                                     Capitalized terms used butnot defined herein shall have the meanings assigned to them in the CreditAgreement.

 

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. *Amendment***.The table 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 |       | 6.18 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 theother parties hereto to enter into this Amendment, the Credit Parties representand warrant to each of the Lenders, the Administrative Agent and the CollateralAgent, that, after giving effect to this Amendment, (a) therepresentations and warranties set forth in Article III of the CreditAgreement are true and correct in all material respects on and as of the datehereof, except to the extent such representations and warranties expresslyrelate to an earlier date, and (b) no Default or Event of Default hasoccurred and is continuing.

 

**SECTION 3.*Effectiveness.*** This Amendmentshall become effective as of the date set forth above on the date that theAdministrative 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 formand substance reasonably satisfactory to the Administrative Agent, to the FirstLien Credit Agreement.

 

**SECTION 4.*Effect of Amendment.*** Except asexpressly set forth herein, this Amendment shall not by implication orotherwise limit, impair, constitute a waiver of, or otherwise affect the rightsand remedies of the Lenders, the Administrative Agent or the Collateral Agentunder 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 LoanDocument, all of which are ratified and affirmed in all respects and shallcontinue in full force and effect. Nothing herein shall be deemed to entitle any Credit Party to a consentto, or a waiver, amendment, modification or other change of, any of the terms,conditions, obligations, covenants or agreements contained in the CreditAgreement or any other Loan Document in similar or differentcircumstances.  This Amendment shallapply 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.

 

**SECTION 5.*Counterparts****.*  This Amendment may be executed in any numberof counterparts and by different parties hereto in separate counterparts, eachof which when so executed and delivered shall be deemed an original, but allsuch counterparts together shall constitute but one and the same contract.  Delivery of an executed counterpart of asignature

 

2

----

 

page of this Amendment by facsimiletransmission shall be as effective as delivery of a manually executedcounterpart hereof.

 

**SECTION 6.*Applicable Law.*** THIS AMENDMENTSHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATEOF NEW YORK.

 

**SECTION 7.*Headings.*** The headingsof this Amendment are for purposes of reference only and shall not limit or otherwiseaffect the meaning hereof.

 

**SECTION 8.*Expenses.*** The Borrowersagree to reimburse the Administrative Agent for all out-of-pocket expenses inconnection with this Amendment, including the reasonable fees, charges anddisbursements of Cravath, Swaine & Moore LLP, counsel for theAdministrative Agent.

 

**SECTION 9.*Reaffirmation.***  Each of the Guarantors hereby acknowledgesreceipt and notice of, and consents to the terms of, this Amendment, andaffirms and confirms its guarantee of the Obligations and, if applicable, thepledge of and/or grant of a security interest in its assets as Collateral tosecure the Obligations, all as provided in the Collateral Documents asoriginally executed, and acknowledges and agrees that such guarantee, pledgeand/or grant of security interest continue in full force and effect in respectof, and to secure, the Obligations under the Credit Agreement, as amendedhereby, and the other Loan Documents.

 

[Remainder of this page intentionallyleft blank]

 

3

----

 

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/ 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 |   |

 

----