**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 DYNAMICSCORPORATION, 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 withProTip, Thermal Arc, Stoody, C & G, Victor, Tweco, Dynamics andIndustries, the ***“Borrowers”***), the Guarantorsparty thereto, the Lenders from time to time party thereto and CREDIT SUISSE(formerly known as Credit Suisse First Boston), as administrative agent (insuch capacity, the ***“Administrative Agent”***) andcollateral 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, and by Amendment No. 6 dated as of March 31,2005, and as further amended, supplemented or modified, the ***“Credit Agreement”***).

 

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

#  

# B.                                     TheBorrowers have requested that the Required Lenders amend the Credit Agreementto amend and restate the terms of Section 6.16 thereof as set forthherein.

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# C.                                     Capitalizedterms used but not defined herein shall have the meanings assigned to them inthe Credit Agreement.

#  

Accordingly, in consideration of the mutual agreementsherein contained and other good and valuable consideration, the sufficiency andreceipt of which are hereby acknowledged, the parties hereto agree as follows:

 

## **SECTION 1. *  Amendment***.  Section 6.16 of the Credit Agreement ishereby amended and restated in its entirety to read as follows:

##  

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

 

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## **SECTION 2. *  Supplement to Schedule 3.8****. *Schedule 3.8of the Credit Agreement is hereby supplemented to add the information asprovided on Schedule 3.8 attached hereto.

##  

## **SECTION 3. *  Representations and Warranties***.  To induce the other parties hereto to enterinto this Amendment, the Credit Parties represent and warrant to each of theLenders, the Administrative Agent and the Collateral Agent, that, after givingeffect to this Amendment, (a) the representations and warranties set forthin Article III of the Credit Agreement are true and correct in allmaterial respects on and as of the date hereof, except to the extent suchrepresentations and warranties expressly relate to an earlier date, and (b) noDefault or Event of Default has occurred and is continuing.

##  

## **SECTION 4. *  Effectiveness***.  This Amendment shall become effective as ofthe date set forth above on the date that the Administrative Agent (or itscounsel) shall have received:

##  

### (a)                                  counterpartsof this Amendment that, when taken together, bear the signatures of the CreditParties and the Required Lenders; and

###  

### (b)                                 acopy of a fully executed and delivered amendment, in form and substancereasonably satisfactory to the Administrative Agent, to the First Lien CreditAgreement.

###  

## **SECTION 5. *  Effect of Amendment***.  Except as expressly set forth herein, thisAmendment shall not by implication or otherwise limit, impair, constitute awaiver of, or otherwise affect the rights and remedies of the Lenders, theAdministrative Agent or the Collateral Agent under the Credit Agreement or anyother Loan Document, and shall not alter, modify, amend or in any way affectany of the terms, conditions, obligations, covenants or agreements contained inthe Credit Agreement or any other Loan Document, all of which are ratified andaffirmed in all respects and shall continue in fill force and effect.  Nothing herein shall be deemed to entitle anyCredit Party to a consent to, or a waiver, amendment, modification or otherchange of, any of the terms, conditions, obligations, covenants or agreementscontained in the Credit Agreement or any other Loan Document in similar ordifferent circumstances.  This Amendmentshall apply 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 of the Credit Agreement and the other Loan Documents.

##  

## **SECTION 6. *  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 a signaturepage of this Amendment by facsimile transmission shall be as effective asdelivery of a manually executed counterpart hereof

##  

## **SECTION 7. *  Applicable Law***.  THIS AMENDMENT SHALL BE GOVERNED BY, ANDCONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

 

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## **SECTION 8. *  Headings***.  The headings of this Amendment are forpurposes of reference only and shall not limit or otherwise affect the meaninghereof

##  

## **SECTION 9. *  Expenses***.  The Borrowers agree to reimburse theAdministrative Agent for all out-of-pocket expenses in connection with thisAmendment, 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 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]

 

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IN WITNESS WHEREOF, each of the parties hereto hascaused this Amendment to be executed and delivered by its duly authorizedofficer 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 |

 

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|   | 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 |

 

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|   | 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 |

 

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|   | THERMADYNE  WELDING PRODUCTS  CANADA LIMITED, |
|--------|-----------------------------------------------|
|   |                                          |   |   |
|   |                                          | by |   |
|   |                                          |   | /s/ Patricia S.  Williams |   |
|   |                                          |   | Name: Patricia  S. Williams |
|   |                                          |   | Title: VP,  Secretary & General Counsel |

 

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|   | 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 |
|        |                                                                                                                                                                                                  |  |  |  |  |

 

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**SCHEDULE 3.8**

** **

**SUPPLEMENTTO SCHEDULE 3.8toCREDIT 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 |

 

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