**Exhibit 4.19**

 

**FIRST AMENDMENT AND CONSENT**

**to**

**SECOND AMENDED AND RESTATED CREDITAGREEMENT**

 

ThisFIRST AMENDMENT AND CONSENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT(the “Amendment”), effective as of the 21st day of December, 2004, byand among THERMADYNE INDUSTRIES, INC., a Delaware corporation (“Industries”),THERMAL DYNAMICS CORPORATION, a Delaware corporation (“Dynamics”), TWECOPRODUCTS, INC., a Delaware corporation (“Tweco”), VICTOR EQUIPMENTCOMPANY, a Delaware corporation (“Victor”), C & G SYSTEMS, INC.,an Illinois corporation (“C & G”), STOODY COMPANY, a Delawarecorporation (“Stoody”), THERMAL ARC, INC., a Delaware corporation (“ThermalArc”), PROTIP CORPORATION, a Missouri corporation (“ProTip”), THERMADYNEINTERNATIONAL CORP., a Delaware corporation (“International”, andcollectively with ProTip, Thermal Arc, Stoody, C & G, Victor, Tweco,Dynamics and Industries, the “Borrowers”), the other persons designatedas Credit Parties on the signature pages hereof, GENERAL ELECTRIC CAPITALCORPORATION, a Delaware corporation (“Agent”) and the Persons signatorythereto from time to time as Lenders. Unless otherwise specified herein, capitalized terms used in thisAmendment shall have the meanings ascribed to them in Annex A tothe Credit Agreement and the Intercreditor Agreement (each as hereinafterdefined).

 

RECITALS

 

WHEREAS, the Borrowers, the Credit Parties, Agent andLenders have entered into that certain Second Amended and Restated CreditAgreement dated as of November 22, 2004 (as further amended, supplemented,restated or otherwise modified from time to time, the “Credit Agreement”); and

 

WHEREAS, the Borrowers and Agent have agreed tocertain amendments and a consent as set forth herein.

 

NOW THEREFORE, in consideration of the mutual executionhereof and other good and valuable consideration, the parties hereto agree asfollows:

 

### 1.             Consent.  Pursuant to Section 6.2(n)of the Credit Agreement, Agent hereby consents to a one time investment by theCredit Parties in an aggregate amount not to exceed $2,000,000 in a ChineseCo-Operative Joint Venture Enterprise with Ningbo Longxing Group CorporationLimited known in English as “Ningbo Fulida Gas Equipment Co., Ltd” (the “ChineseJoint Venture”).  Upon making suchinvestment, Credit Parties shall promptly provide written notice to Agent ofthe amount invested in the Chinese Joint Venture.

###  

### 2.**            **Amendmentto Section 6.2. Section 6.2 ofthe Credit Agreement is hereby amended to (i) insert the word “and”immediately prior to clause (q), (ii) delete the word “and” at the end ofclause (q) and insert a period in its place, and (iii) delete clause (r)in its entirety.

 

----

 

### 3.             Amendment to Section 6.8(f).  Section 6.8(f) of the CreditAgreement is hereby amended and restated in its entirety to read as follows:

###  

“(f) the sale orother disposition of other Equipment and Fixtures having a book value notexceeding $250,000 in the aggregate in any Fiscal Year and $500,000 in theaggregate, and”

 

### 4.             Supplement to Schedule 3.8.  Schedule 3.8 of the Credit Agreement issupplemented to add information as provided on Schedule 3.8attached hereto.

###  

### 5.             Representationsand Warranties of Credit Parties. The Credit Parties represent and warrant that:

###  

#### (a)               theexecution, delivery and performance by the Credit Parties of this Amendmenthave been duly authorized by all necessary corporate action required on itspart and this Amendment is a legal, valid and binding obligation of the CreditParties enforceable against the Credit Parties in accordance with its termsexcept as the enforcement thereof may be subject to (i) the effect of anyapplicable bankruptcy, insolvency, reorganization, moratorium or similar lawsaffecting creditors’ rights generally and (ii) general principles ofequity (regardless of whether enforcement is sought in a proceeding in equityor at law); and

####  

#### (b)              aftergiving effect to this Amendment, each of the representations and warrantiescontained in the Credit Agreement is true and correct in all material respectson and as of the date hereof as if made on the date hereof, except to theextent that such representations and warranties expressly relate to an earlierdate.

####  

### 6.             Conditions ToEffectiveness.  This Amendment shallbe effective upon the following (all in form and substance satisfactory toAgent):

###  

#### (a)             executionand delivery of this Amendment by the Requisite Lenders and the Credit Parties;

####  

#### (b)             paymentin full of all fees, costs and expenses, including an amendment fee equal to$5,000, and the reasonable fees, costs and expenses of counsel or other advisorsfor advice, assistance, or other representation in connection with thisAmendment, as provided in Section 11.3(a) of the CreditAgreement; and

####  

#### (c)             theAgent shall have received a copy of a fully executed and delivered amendment,in form and substance reasonably satisfactory to Agent, to that certain SecondLien Credit Agreement, dated as of July 29, 2004, by and among theBorrowers, Credit Suisse First Boston and the other Persons signatory thereto.

####  

### 7.             Reference To AndEffect Upon The Credit Agreement.

###  

#### (a)               TheCredit Agreement and the other Loan Documents shall remain in full force andeffect, as amended hereby, and are hereby ratified and confirmed.

 

----

 

#### (b)              Theexecution, delivery and effectiveness of this Amendment shall not operate as awaiver of any right, power or remedy of Agent or any Lender under the CreditAgreement or any Loan Document, nor constitute a waiver or amendment of anyprovision of the Credit Agreement or any Loan Document, except as specificallyset forth herein.  Upon the effectivenessof this Amendment, each reference in the Credit Agreement to “this CreditAgreement,” “hereunder,”  “hereof,” “herein”or words of similar import shall mean and be a reference to the CreditAgreement as amended hereby.

 

### 8.             Governing Law.  THIS AMENDMENT SHALL BE GOVERNED BY ANDCONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS (AS OPPOSED TO CONFLICTS OF LAWSPROVISIONS) OF THE STATE OF NEW YORK.

###  

### 9.             Headings.  Section headings in this Amendment areincluded herein for convenience of reference only and shall not constitute apart of this Amendment for any other purposes.

###  

### 10.           Counterparts.  This Amendment may be executed in any numberof counterparts, each of which when so executed shall be deemed an original,but all such counterparts shall constitute one and the same instrument.

###  

### 11.           Reaffirmation ofGuaranties.  The Credit Partiessignatory hereto hereby reaffirm their Guaranties of the Obligations, takinginto account the provisions of this Amendment.

###  

[Signature pages follow]

 

----

 

IN WITNESS WHEREOF, the parties hereto have executedand delivered this Amendment as of the date first written above.

 
|   | LENDER:                           |                                         |
|--------|-----------------------------------|----------------------------------------------|
|   |                              |                                         |   |
|   | **GENERAL  ELECTRIC CAPITAL**     |                                         |
|   | **CORPORATION,**                  |                                         |
|   | as Agent and  Lender              |                                         |
|   |                              |                                         |   |
|   | By:                               |                                         | \s\ Dennis Cloud |   |
|   |                              |    Duly  Authorized Signatory |   |
|   |                              |                                         |   |
|   |                              |                                         |   |
|   | CREDIT PARTIES:                   |                                         |
|   |                              |                                         |   |
|   | **THERMADYNE  INDUSTRIES, INC.**  |                                         |
|   |                              |                                         |   |
|   | By:                               | \s\ Patricia S. Williams                     |   |
|   | Name:                             |                                         | Patricia S.  Williams |   |
|   | Title:                            |                                         | Vice President  Secretary and General |   |
|   |                              |                                         | Counsel |   |
|   |                              |                                         |   |
|   | **THERMAL  DYNAMICS CORPORATION** |                                         |
|   |                              |                                         |   |
|   | By:                               | \s\ Patricia S. Williams                     |   |
|   | Name:                             |                                         | Patricia S.  Williams |   |
|   | Title:                            |                                         | Vice President  Secretary and General |   |
|   |                              |                                         | Counsel |   |
|   |                              |                                         |   |
|   | **TWECO  PRODUCTS, INC.**         |                                         |
|   |                              |                                         |   |
|   | By:                               | \s\ Patricia S. Williams                     |   |
|   | Name:                             |                                         | Patricia S.  Williams |   |
|   | Title:                            |                                         | Vice President  Secretary and General |   |
|   |                              |                                         | Counsel |   |
|   |                              |                                         |   |
|   | **VICTOR  EQUIPMENT COMPANY**     |                                         |
|   |                              |                                         |   |
|   | By:                               | \s\ Patricia S. Williams                     |   |
|   | Name:                             |                                         | Patricia S.  Williams |   |
|   | Title:                            |                                         | Vice President  Secretary and General |   |
|   |                              |                                         | Counsel |   |
|        |                                   |                                              |  |  |  |  |  |  |  |  |

 

----

 
|   | **C &  G SYSTEMS, INC.**    |                     |
|--------|--------------------------------------|--------------------------|
|   |                                 |                     |   |
|   | By:                                  | \s\ Patricia S. Williams |   |
|   | Name:                                |                     | Patricia S.  Williams |   |
|   | Title:                               |                     | Vice President  Secretary and General |   |
|   |                                 |                     | Counsel |   |
|   |                                 |                     |   |
|   | **STOODY  COMPANY**                  |                     |
|   |                                 |                     |   |
|   | By:                                  | \s\ Patricia S. Williams |   |
|   | Name:                                |                     | Patricia S.  Williams |   |
|   | Title:                               |                     | Vice President  Secretary and General |   |
|   |                                 |                     | Counsel |   |
|   |                                 |                     |   |
|   | **THERMAL  ARC, INC.**               |                     |
|   |                                 |                     |   |
|   | By:                                  | \s\ Patricia S. Williams |   |
|   | Name:                                |                     | Patricia S.  Williams |   |
|   | Title:                               |                     | Vice President  Secretary and General |   |
|   |                                 |                     | Counsel |   |
|   |                                 |                     |   |
|   | **THERMADYNE  INTERNATIONAL CORP.**  |                     |
|   |                                 |                     |   |
|   | By:                                  | \s\ Patricia S. Williams |   |
|   | Name:                                |                     | Patricia S.  Williams |   |
|   | Title:                               |                     | Vice President  Secretary and General |   |
|   |                                 |                     | Counsel |   |
|   |                                 |                     |   |
|   | **PROTIP  CORPORATION**              |                     |
|   |                                 |                     |   |
|   | By:                                  | \s\ Patricia S. Williams |   |
|   | Name:                                |                     | Patricia S.  Williams |   |
|   | Title:                               |                     | Vice President  Secretary and General |   |
|   |                                 |                     | Counsel |   |
|   |                                 |                     |   |
|   | **THERMADYNE  HOLDINGS CORPORATION** |                     |
|   |                                 |                     |   |
|   | By:                                  | \s\ Patricia S. Williams |   |
|   | Name:                                |                     | Patricia S.  Williams |   |
|   | Title:                               |                     | Vice President  Secretary and General |   |
|   |                                 |                     | Counsel |   |
|   |                                 |                     |   |
|   | **MECO  HOLDING COMPANY**            |                     |
|   |                                 |                     |   |
|   | By:                                  | \s\ Patricia S. Williams |   |
|   | Name:                                |                     | Patricia S.  Williams |   |
|   | Title:                               |                     | Vice President  Secretary and General |   |
|   |                                 |                     | Counsel |   |
|        |                                      |                          |  |  |  |  |  |  |  |  |  |

 

----

 
|   | **C&G  SYSTEMS HOLDING, INC.** |                     |
|--------|------------------------------------|--------------------------|
|   |                               |                     |   |
|   | By:                                | \s\ Patricia S. Williams |   |
|   | Name:                              |                     | Patricia S.  Williams |   |
|   | Title:                             |                     | Vice President  Secretary and General |   |
|   |                               |                     | Counsel |   |
|   |                               |                     |   |
|   | **THERMADYNE  AUSTRALIA PTY LTD.** |                     |
|   |                               |                     |   |
|   | By:                                | \s\ Patricia S. Williams |   |
|   | Name:                              |                     | Patricia S.  Williams |   |
|   | Title:                             |                     | Vice President  Secretary and General |   |
|   |                               |                     | Counsel |   |
|   |                               |                     |   |
|   | **DUXTECH  PTY LTD.**              |                     |
|   |                               |                     |   |
|   | By:                                | \s\ Patricia S. Williams |   |
|   | Name:                              |                     | Patricia S.  Williams |   |
|   | Title:                             |                     | Vice President  Secretary and General |   |
|   |                               |                     | Counsel |   |
|   |                               |                     |   |
|   | **CIGWELD  PTY LTD.**              |                     |
|   |                               |                     |   |
|   | By:                                | \s\ Patricia S. Williams |   |
|   | Name:                              |                     | Patricia S.  Williams |   |
|   | Title:                             |                     | Vice President  Secretary and General |   |
|   |                               |                     | Counsel |   |
|   |                               |                     |   |
|   | **QUETALA  PTY. LTD.**             |                     |
|   |                               |                     |   |
|   | By:                                | \s\ Patricia S. Williams |   |
|   | Name:                              |                     | Patricia S.  Williams |   |
|   | Title:                             |                     | Vice President  Secretary and General |   |
|   |                               |                     | Counsel |   |
|   |                               |                     |   |
|   | **QUETACK  PTY. LTD.**             |                     |
|   |                               |                     |   |
|   | By:                                | \s\ Patricia S. Williams |   |
|   | Name:                              |                     | Patricia S.  Williams |   |
|   | Title:                             |                     | Vice President  Secretary and General |   |
|   |                               |                     | Counsel |   |
|   |                               |                     |   |
|   | **THERMADYNE  INDUSTRIES LIMITED** |                     |
|   |                               |                     |   |
|   | By:                                | \s\ Michael E. Mahoney   |   |
|   | Name:                              |                     | Michael E.  Mahoney |   |
|   | Title:                             |                     | Director |   |
|        |                                    |                          |  |  |  |  |  |  |  |  |  |

 

----

 
|   | **THERMADYNE  WELDING PRODUCTS CANADA LIMITED** |                     |
|--------|-------------------------------------------------|--------------------------|
|   |                                            |                     |   |
|   | By:                                             | \s\ Patricia S. Williams |   |
|   | Name:                                           |                     | Patricia S.  Williams |   |
|   | Title:                                          |                     | Vice President  Secretary and General |   |
|   |                                            |                     | Counsel |   |
|        |                                                 |                          |  |  |  |  |

 

----

 

**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 Fulida Gas  Equipment Co., Ltd (an equity joint venture) |       | People’s Republic of  China  |       | n/a                                  |       | n/a                                     |       | 50% by Thermadyne  Holdings Corporation |       |

 

----