Exhibit 4.19


 


FIRST AMENDMENT AND CONSENT


to


SECOND AMENDED AND RESTATED CREDIT
AGREEMENT


 


This
FIRST AMENDMENT AND CONSENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT
(the “Amendment”), effective as of the 21st day of December, 2004, by
and 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”), THERMADYNE
INTERNATIONAL CORP., a Delaware corporation (“International”, and
collectively with ProTip, Thermal Arc, Stoody, C & G, Victor, Tweco,
Dynamics and Industries, the “Borrowers”), the other persons designated
as Credit Parties on the signature pages hereof, GENERAL ELECTRIC CAPITAL
CORPORATION, a Delaware corporation (“Agent”) and the Persons signatory
thereto from time to time as Lenders. 
Unless otherwise specified herein, capitalized terms used in this
Amendment shall have the meanings ascribed to them in Annex A to
the Credit Agreement and the Intercreditor Agreement (each as hereinafter
defined).


 


RECITALS


 


WHEREAS, the Borrowers, the Credit Parties, Agent and
Lenders have entered into that certain Second Amended and Restated Credit
Agreement 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 to
certain amendments and a consent as set forth herein.


 


NOW THEREFORE, in consideration of the mutual execution
hereof and other good and valuable consideration, the parties hereto agree as
follows:


 


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


 


2.             Amendment
to Section 6.2. Section 6.2 of
the Credit Agreement is hereby amended to (i) insert the word “and”
immediately prior to clause (q), (ii) delete the word “and” at the end of
clause (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 Credit
Agreement is hereby amended and restated in its entirety to read as follows:


 


“(f) the sale or
other disposition of other Equipment and Fixtures having a book value not
exceeding $250,000 in the aggregate in any Fiscal Year and $500,000 in the
aggregate, and”


 


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


 


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


 


(a)               the
execution, delivery and performance by the Credit Parties of this Amendment
have been duly authorized by all necessary corporate action required on its
part and this Amendment is a legal, valid and binding obligation of the Credit
Parties enforceable against the Credit Parties in accordance with its terms
except as the enforcement thereof may be subject to (i) the effect of any
applicable bankruptcy, insolvency, reorganization, moratorium or similar laws
affecting creditors’ rights generally and (ii) general principles of
equity (regardless of whether enforcement is sought in a proceeding in equity
or at law); and


 


(b)              after
giving effect to this Amendment, each of the representations and warranties
contained in the Credit Agreement is true and correct in all material respects
on and as of the date hereof as if made on the date hereof, except to the
extent that such representations and warranties expressly relate to an earlier
date.


 


6.             Conditions To
Effectiveness.  This Amendment shall
be effective upon the following (all in form and substance satisfactory to
Agent):


 


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


 


(b)             payment
in 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 advisors
for advice, assistance, or other representation in connection with this
Amendment, as provided in Section 11.3(a) of the Credit
Agreement; and


 


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


 


7.             Reference To And
Effect Upon The Credit Agreement.


 


(a)               The
Credit Agreement and the other Loan Documents shall remain in full force and
effect, as amended hereby, and are hereby ratified and confirmed.


 





















 


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


 


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


 


9.             Headings.  Section headings in this Amendment are
included herein for convenience of reference only and shall not constitute a
part of this Amendment for any other purposes.


 


10.           Counterparts.  This Amendment may be executed in any number
of 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 of
Guaranties.  The Credit Parties
signatory hereto hereby reaffirm their Guaranties of the Obligations, taking
into account the provisions of this Amendment.


 


[Signature pages follow]


 





















 


IN WITNESS WHEREOF, the parties hereto have executed
and 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