**Exhibit 4.19**EXECUTION COPY     AMENDMENT NO. 17 AND AGREEMENT (this “***Amendment***”) dated as of January30, 2007, 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***”), TWECOPRODUCTS, INC., a Delaware corporation (“***Tweco***”), VICTOR EQUIPMENT COMPANY,a Delaware corporation (“***Victor***”), C & G SYSTEMS, INC., an Illinoiscorporation (“***C & G***”), STOODY COMPANY, a Delaware corporation (“***Stoody***”),THERMAL ARC, INC., a Delaware corporation (“***Thermal Arc***”), PROTIPCORPORATION, a Missouri corporation (“***ProTip***”), THERMADYNE INTERNATIONALCORP., 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 timeparty thereto and CREDIT SUISSE, as administrative agent (in such capacity,the “***Administrative Agent***”) and as collateral agent (in such capacity, the“***Collateral Agent***”) (as amended by Amendment No. 1 and Agreement effectiveas of September 30, 2004, by Amendment No. 2 and Joinder Agreement dated asof 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. 5 dated as ofMarch 30, 2005, by Amendment No. 6 dated as of March 31,2005, by Amendment No. 7 dated as of July 1, 2005, by Amendment No. 8 datedas of August 8, 2005, by Amendment No. 9 dated as of October 7, 2005, byAmendment No. 10 and Agreement dated as of November 7, 2005, by AmendmentNo. 11 and Agreement dated as of December 29, 2005, by Amendment No. 12,Waiver and Consent dated as of March 9, 2006, by Amendment No. 13 andAgreement dated as of April 5, 2006, by Amendment No. 14 and Consent datedas of May 9, 2006, by Amendment No. 15 dated as of June 20, 2006, byAmendment No. 16, Waiver and Agreement dated as of July 21, 2006, and asfurther amended, supplemented or modified, the “***Credit Agreement***”).     A. Pursuant to the Credit Agreement, the Lenders have extended credit to theBorrowers.     B. Pursuant to the Limited Consent dated as of December 27, 2006, to theCredit Agreement, the Administrative Agent has consented, in accordance with the terms ofSection 6.02(n) of the Credit Agreement, to the making and maintenance of a loan (the “***BrazilLoan***”) in an amount not to exceed $550,000 from Industries to Thermadyne Victor LTDA, alimited liability quota company organized under the laws of Brazil.     C. The Borrowers and the other Credit Parties have requested that theAdministrative Agent and the Lenders amend the Credit Agreement as set forth herein in ordertopermit the sale of all the Stock of Maxwell & Braze (Pty) Ltd. and Thermadyne South Africa(Pty) Ltd.

 

2     D. Capitalized terms used but not defined herein shall have the meanings assigned to them inthe Credit Agreement.     Accordingly, in consideration of the mutual agreements herein contained and other good andvaluable consideration, the sufficiency and receipt of which are hereby acknowledged, the partieshereto agree as follows:     SECTION 1. ***Amendments.***(a) Section 1.01 of the Credit Agreement is hereby amended byinserting the following defined term in the appropriate alphabetical order therein:     ““***South African Purchase Agreement***” shall mean the Sale of Shares and ClaimsAgreement dated as of February 15, 2007, between Industries, as seller, andBusiness Venture Investments No. 1044 (Proprietary) Limited, as purchaser, inconnection with the sale of Maxweld & Braze (Proprietary) Limited and ThermadyneSouth Africa (Proprietary) Limited, as in effect on the date hereof.”     (b) Section 6.08 of the Credit Agreement is hereby amended by (i) deleting the word “and” atthe of clause (h) thereof and (ii) replacing the period at the end of clause (i) thereto with thefollowing:“; and (j) the sale, on or prior to May 31, 2007, of all the Stock of (i) Maxwell &Braze (Pty) Ltd. and (ii) Thermadyne South Africa (Pty) Ltd., in the case ofclauses (i) and (ii) for an aggregate purchase price of no less than one hundredand thirty million rand (R130,000,000) (of which R100,000,000 shall be payable onthe closing of such sales and R30,000,000 shall be payable in accordance with theterms of the South African Purchase Agreement), so long as the net proceeds of suchsales are distributed to a Borrower.”     SECTION 2. ***Other Agreements.***The Borrowers shall deliver to the First Lien Agent the originalnotes evidencing (a) the Brazil Loan on or prior to February 2, 2007, and (b) the deferred purchaseprice payable to Industries in accordance with terms of the South African Purchase Agreement nolater than five days after the consummation of the transactions contemplated therein, each togetherwith an allonge executed in blank.     SECTION 3. ***Representations and Warranties.***To induce the other parties hereto to enter intothis Amendment, the Credit Parties represent and warrant to each of the Lenders, the AdministrativeAgent and the Collateral Agent, that, after giving effect to this Amendment, (a) therepresentations and warranties set forth in Article III of the Credit Agreement are true andcorrect in all material respects on and as of the date hereof, except to the extent suchrepresentations and warranties expressly relate to an earlier date, and (b) no Default or Event ofDefault has occurred and is continuing.     SECTION 4. ***Effectiveness.***This Amendment shall become effective as of the date set forthabove on the date that the Administrative Agent (or, in the case of clauses (a) and (b) below, itscounsel) shall have received:     (a) counterparts of this Amendment that, when taken together, bear the signatures of theCredit Parties and the Required Lenders;

 

3     (b) a copy of a fully executed and delivered amendment, in form and substance reasonablysatisfactory to the Administrative Agent, to the First Lien Credit Agreement; and     (c) payment in full of all fees and other amounts due and payable on or prior to such datehereunder or under any other Loan Document.     SECTION 5. ***Effect of Amendment.***Except as expressly set forth herein, this Amendment shall notby implication or otherwise limit, impair, constitute a waiver of, or otherwise affect the rightsand remedies of the Lenders, the Administrative Agent or the Collateral Agent under the CreditAgreement or any other Loan Document, and shall not alter, modify, amend or in any way affect anyof the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement orany other Loan Document, all of which are ratified and affirmed in all respects and shall continuein 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 Credit Agreement or any other Loan Documentin similar or different circumstances. This Amendment shall apply and be effective only withrespect to the provisions of the Credit Agreement specifically referred to herein. After the datehereof, 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 theother Loan Documents.     SECTION 6. ***Counterparts****.*This Amendment may be executed in any number of counterparts and bydifferent parties hereto in separate counterparts, each of which when so executed and deliveredshall be deemed an original, but all such counterparts together shall constitute but one and thesame contract. Delivery of an executed counterpart of a signature page of this Amendment byfacsimile 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 ACCORDANCEWITH, THE LAWS OF THE STATE OF NEW YORK.     SECTION 8. ***Headings.***The headings of this Amendment are for purposes of reference only andshall not limit or otherwise affect the meaning hereof.     SECTION 9. ***Expenses.***The Borrowers agree to reimburse the Administrative Agent for allout-of-pocket expenses in connection with this Amendment, including the reasonable fees, chargesand 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 theObligations and, if applicable, the pledge of and/or grant of a security interest in its assets asCollateral to secure the Obligations, all as provided in the Collateral Documents as originallyexecuted, and acknowledges and agrees that such guarantee, pledge and/or grant of

 

4security interest continue in full force and effect in respect of, and to secure, the Obligationsunder the Credit Agreement, as amended hereby, and the other Loan Documents.[Remainder of this page intentionally left blank]

 

5     IN WITNESS WHEREOF, each of the parties hereto has caused this Amendment to be executed anddelivered 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: V.P. SECTY & G. C.          THERMAL DYNAMICS CORPORATION,           by /s/ Patricia S. Williams Name: PATRICIA S. WILLIAMS      Title: V.P. SECTY & G. C.          TWECO PRODUCTS, INC.,           by /s/ Patricia S. Williams Name: PATRICIA S. WILLIAMS      Title: V.P. SECTY & G. C.          VICTOR EQUIPMENT COMPANY,           by /s/ Patricia S. Williams Name: PATRICIA S. WILLIAMS      Title: V.P. SECTY & G. C.          C&G SYSTEMS, INC.,           by /s/ Patricia S. Williams Name: PATRICIA S. WILLIAMS      Title: V.P. SECTY & G. C.          STOODY COMPANY,           by /s/ Patricia S. Williams Name: PATRICIA S. WILLIAMS      Title: V.P. SECTY & G. C.  

 

6        THERMAL ARC, INC.,           by /s/ Patricia S. Williams Name: PATRICIA S. WILLIAMS      Title: V.P. SECTY & G. C.          PROTIP CORPORATION,           by /s/ Patricia S. Williams Name: PATRICIA S. WILLIAMS      Title: V.P. SECTY & G. C.          THERMADYNE INTERNATIONALCORP.,           by /s/ Patricia S. Williams Name: PATRICIA S. WILLIAMS      Title: V.P. SECTY & G. C.          THERMADYNE HOLDINGS CORPORATION,           by /s/ Patricia S. Williams Name: PATRICIA S. WILLIAMS      Title: V.P. SECTY & G. C.          MECO HOLDING COMPANY,           by /s/ Patricia S. Williams Name: PATRICIA S. WILLIAMS      Title: V.P. SECTY & G. C.          C&G SYSTEMS HOLDING, INC.,           by /s/ Patricia S. Williams Name: PATRICIA S. WILLIAMS      Title: V.P. SECTY & G. C.  

 

7         CIGWELD PTY LTD.,           by /s/ Patricia S. Williams Name: PATRICIA S. WILLIAMS      Title: V.P. SECTY & G. C.           DUXTECH PTY LTD.,           by /s/ Patricia S. Williams Name: PATRICIA S. WILLIAMS      Title: V.P. SECTY & G. C.           QUETACK PTY, LTD.,           by /s/ Patricia S. Williams Name: PATRICIA S. WILLIAMS      Title: V.P. SECTY & G. C.           QUETALA PTY, LTD.,           by /s/ Patricia S. Williams Name: PATRICIA S. WILLIAMS      Title: V.P. SECTY & G. C.           THERMADYNE AUSTRALIA PTY LTD.,           by /s/ Patricia S. Williams Name: PATRICIA S. WILLIAMS      Title: V.P. SECTY & G. C.           THERMADYNE INDUSTRIES LIMITED,           by /s/ Patricia S. Williams Name: PATRICIA S. WILLIAMS      Title: V.P. SECTY & G. C.  

 

8         THERMADYNE WELDING PRODUCTS