Exhibit
4.2


EXECUTION
COPY


AMENDMENT NO. 16, WAIVER
AND AGREEMENT (this “Amendment”)
dated as of July 21, 2006, 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”),
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, together with ProTip, Thermal Arc, Stoody, C & G, Victor, Tweco,
Dynamics and Industries, the “Borrowers”),
the Guarantors party thereto, the Lenders from time to time party thereto, the
Supplemental Lender (as defined below) and CREDIT SUISSE (formerly known as
Credit Suisse First Boston), 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 effective as of
September 30, 2004, by Amendment No. 2 and Joinder Agreement dated as
of November 22, 2004 (“Amendment No. 2”),
by Amendment No. 3 and Consent dated as of January 3, 2005, by
Amendment No. 4 dated as of March 16, 2005, by Amendment No. 5
dated as of March 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 dated as of August 8, 2005, by Amendment No. 9 dated
as of October 7, 2005, by Amendment No. 10 and Agreement dated as of
November 7, 2005, by Amendment No. 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 and Agreement dated as of April 5, 2006, by Amendment
No. 14 and Consent dated as of May 9, 2006, by Amendment No. 15 dated as of
June 20, 2006, and as further amended, supplemented or modified, the “Credit Agreement”).


A.            Pursuant to the Credit Agreement,
the Lenders have extended credit to the Borrowers.


B.            The Borrowers have requested that
(i) senior secured second lien supplemental term loans (the “Supplemental Loans”) be made to the
Borrowers by Credit
Suisse (in such capacity, the “Supplemental Lender”)
in an aggregate principal amount of $20,000,000, the proceeds of which will be
used solely to prepay the entirety of the outstanding Term Loan (as defined in
the First Lien Credit Agreement) and a portion of the outstanding Revolving
Loan and to pay related fees and expenses, and the terms of which shall be
identical to the existing Loans outstanding under the Credit Agreement, as
amended hereby, and (ii) certain other changes be made to the Credit Agreement,
all as provided herein.









 



C.            The Supplemental Lender is willing
to make the Supplemental Loans and the Required Lenders are willing to agree to
such amendments, in each case on the terms and subject to the conditions set
forth herein.


D.            Capitalized terms used but not
defined herein shall have the meanings assigned to them in the Credit
Agreement.


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


SECTION 1.  Supplemental
Loans.  (a) Subject to the
terms and conditions set forth herein and relying upon the representations and
warranties set forth herein and in the other Loan Documents, the Supplemental
Lender agrees to make the Supplemental Loans to the Borrowers on the
Supplemental Loan Closing Date (as defined below) in a principal amount not to
exceed $20,000,000.


(b) The Borrowers will use the proceeds of
the Supplemental Loans only for the purposes specified in the recitals to this
Amendment.


(c) Unless the context shall otherwise
require, the term “Loans”
as used in the Credit Agreement shall include the Supplemental Loans, and the
term “Lenders”
as used herein and in the Credit Agreement shall include the Supplemental
Lender.


SECTION 2.  Waiver
of Covenant Compliance. 
With respect to the financial covenant contained in Section 6.10 (Maximum Leverage Ratio) of the Credit
Agreement, the Administrative Agent, Collateral Agent and Required Lenders
hereby waive any breach of or failure to comply with such covenant by the
Borrowers and the other Credit Parties for the fiscal quarters ended September
30, 2004, through June 30, 2007.


SECTION 3.  Amendments.  (a) The definition of the term “EBITDA” set
forth in Section 1.01 of the Credit Agreement is hereby amended and restated in
its entirety to read as follows:


““EBITDA”
means, with respect to any Person for any fiscal period, without duplication,
an amount equal to (a) consolidated net income of such Person for such period
determined in accordance with GAAP, minus (b) the
sum of (i) income tax credits, (ii) interest income, (iii) gain from
extraordinary items and dispositions of discontinued operations for such
period, (iv) any aggregate net gain (but not any aggregate net loss) during
such period arising from the sale, exchange or other disposition of capital
assets by such Person (including any fixed assets, whether tangible or
intangible, all inventory sold in conjunction with the disposition of fixed
assets and all securities), and (v) any other non-cash gains that have been
added in determining consolidated net income, in each case to the extent
included in the calculation of consolidated net income of such Person for such
period in accordance with GAAP, but without duplication, plus
(c) the sum of (i) any provision for income taxes, (ii) Interest Expense, (iii)
loss from extraordinary items and dispositions of discontinued operations and
from 



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impairments for such period (which loss, for the
avoidance of doubt, shall in no case include operating losses from discontinued
operations), (iv) depreciation and amortization for such period, (v) amortized
debt discount for such period, (vi) the amount of any deduction to consolidated
net income as the result of any grant to any members of the management of such
Person of any Stock, (vii) any non-recurring employee severance expenses (A)
not to exceed $2,000,000 in the aggregate, accrued during the fiscal year ended
December 31, 2005, and (B) not to exceed $1,000,000 in the aggregate, accrued
during the fiscal year ended December 31, 2006, in each case to the extent
included in the calculation of consolidated net income of such Person for such
period in accordance with GAAP, but without duplication, (viii) amounts
incurred, not to exceed $1,400,000 in the aggregate, prior to June 30, 2006, in
connection with modifications of the 91⁄4% Senior Subordinated Notes due 2014 and
the Fourteenth Amendment to the First Lien Credit Agreement and Amendment No.
14 and Consent to this Agreement, (ix) amounts incurred, not to exceed
$1,100,000 in the aggregate, during the fiscal quarter ended June 30, 2006, for
audit and contractor fees relating to completion of 2005 Form 10-K and Form
10-Q for the fiscal quarter ended March 31, 2006, any restatements with respect
to prior periods and audited financial statements related to any of the
foregoing, (x) amounts incurred, not to exceed $400,000 in the aggregate,
during the fiscal quarter ended September 30, 2006, for audit and contractor
fees relating to completion of 2005 Form 10-K and Form 10-Q for the fiscal
quarter ended March 31, 2006, any restatements with respect to prior periods
and audited financial statements related to any of the foregoing or in
connection with the transition from Ernst & Young LLP to other independent
public accountants of recognized national standing, (xi) the accrual, net of
any payment in cash, related to the net periodic post retirement benefits, (xii)
consent fees, not to exceed $700,000 in the aggregate, paid on or subsequent to
July 1, 2006, in connection with modifications of the 91⁄4% Senior Subordinated
Notes due 2014, and (xiii) amounts incurred, not to exceed $400,000 in the
aggregate, on or subsequent to July 1, 2006, in connection with the Sixteenth
Amendment and Limited Waiver to the First Lien Credit Agreement and Amendment
No. 16, Waiver and Agreement to this Agreement, plus
or minus as applicable (d) the impact of
any net change in the Borrowers’ LIFO inventory reserve.  For purposes of this definition, the
following items shall be excluded in determining consolidated net income of a
Person: (1) the income (or deficit) of any other Person accrued prior to the
date it became a Subsidiary of, or was merged or consolidated into, such Person
or any of such Person’s Subsidiaries; (2) the income (or deficit) of any other
Person (other than a Subsidiary) in which such Person has an ownership
interest, except to the extent any such income has actually been received by
such Person in the form of cash dividends or distributions; (3) the
undistributed earnings of any Subsidiary of such Person to the extent that the
declaration or payment of dividends or similar distributions by such Subsidiary
is not at the time permitted by the terms of any contractual obligation or
requirement of law applicable to such Subsidiary; (4) any restoration to income
of any contingency reserve, except to the extent that provision for such
reserve was made out of income accrued during such period; (5) any write-up of 



 3
 






 



any asset; (6) any net gain from the collection of the
proceeds of life insurance policies; (7) any net gain arising from the
acquisition of any securities, or the extinguishment, under GAAP, of any
Indebtedness, of such Person; (8) in the case of a successor to such Person by
consolidation or merger or as a transferee of its assets, any earnings of such
successor prior to such consolidation, merger or transfer of assets; and (9)
any deferred credit representing the excess of equity in any Subsidiary of such
Person at the date of acquisition of such Subsidiary over the cost to such
Person of the investment in such Subsidiary.”


(b) The proviso at the end of Section 2.11(b)
of the Credit Agreement is hereby amended and restated in its entirety to read
as follows:


“provided, however, that
optional prepayments of Loans made after May 7, 2006, and prior to October 31,
2007, shall be accompanied by a prepayment fee in an amount (expressed as a
percentage of the principal amount of the Loans to be prepaid) equal to 1.0%”.


(c) The proviso at the end of Section 5.03(a)
of the Credit Agreement is hereby amended and restated in its entirety to read
as follows:


“provided, however, that
(x) the monthly financial statements required to be delivered pursuant to this
Section 5.03 for the fiscal months ended January 31, 2006, and February 28,
2006, shall not be required to be delivered until May 15, 2006, (y) the monthly
financial statements required to be delivered pursuant to this Section 5.03 for
the fiscal months ended March 31, 2006, and April 30, 2006, shall not be
required to be delivered until July 15, 2006, and (z) the monthly financial
statements required to be delivered pursuant to this Section 5.03 for the
fiscal months ended June 30, 2006, and July 31, 2006, and the audited annual
financial statements required to be delivered pursuant to this Section 5.03 for
the fiscal year ended December 31, 2005, shall not be required to be delivered
until September 15, 2006”.


(d) Section 5.03 (b)(ii) is hereby amended
and restated in its entirety to read as follows:


“(ii)
in the case of (x) reports due under Section 5.03(a)(i) and (y) reports due
under Section 5.03(a)(ii) with respect to the third fiscal month of each fiscal
quarter, setting forth computations in reasonable detail satisfactory to the
Administrative Agent demonstrating compliance with the covenant contained in
Section 6.10”.


(e) Section 6.10 (Maximum Leverage Ratio) of the Credit Agreement is hereby
amended and restated in its entirety to read as follows:


“Permit
the Leverage Ratio at the end of any fiscal quarter to be greater than 6.25 to
1.00.”



 4
 






 



SECTION 4.  Representations and Warranties.   To induce the other parties hereto to enter
into this Amendment, the Credit Parties represent and warrant to each of the
Lenders, the Administrative Agent and the Collateral Agent, that, after giving
effect to this Amendment, (a) the representations and warranties set forth
in Article III of the Credit Agreement are true and correct in all
material respects on and as of the date hereof, except to the extent such
representations and warranties expressly relate to an earlier date, and
(b) no Default or Event of Default has occurred and is continuing other
than any Default or Event of Default resulting solely from failure to deliver
the financial statements required to be delivered by Section 5.03(a) of the
Credit Agreement.


SECTION 5.  Other
Agreements. (a) On the Supplemental Loan Closing Date, Borrowers
shall apply the proceeds of the Supplemental Loans to prepay the entirety of
the outstanding Term Loan (as defined in the First Lien Credit Agreement) and a
portion of the outstanding Revolving Loan and to pay related fees and expenses.


(b) It is the intention of the parties that,
once made, the Supplemental Loans be treated as Loans for all purposes of the
Credit Agreement, with the same priority as to payment and rights in the
Collateral as the existing Loans.  In
furtherance of the foregoing, when made, the Supplemental Loans will be allocated
ratably to each outstanding Borrowing, and the interest rate (as modified
hereby) and remaining Interest Period applicable to such outstanding Borrowing
will be applicable to the portion of the Supplemental Loans allocated thereto.


(c) The Borrowers shall ensure that within 45
days of the Supplemental Loan Closing Date, the Administrative Agent shall have
received, on behalf of itself and the Lenders, a written opinion from local
counsel in each jurisdiction of organization of a Foreign Guarantor (each as
defined in Amendment No. 2 to the Credit Agreement, a “Foreign Guarantor”)
(a) to the effect that no additional filing, recording or other action
(including corporate action on the part of the relevant Foreign Guarantor) is
required to have the guarantee of such Foreign Guarantor apply to the Loans (as
amended hereby), including the Supplemental Loans, or to maintain the Lien
created under the Collateral Documents on the assets or equity interests of
such Foreign Guarantor to secure such guarantee, or, if any such filing,
recording or other action is so required (a “Required Action”), specifying the nature
thereof, and (b) covering such other matters as the Administrative Agent
shall reasonably request, in each case, in form and substance reasonably satisfactory
to the Administrative Agent.  In
addition, Borrowers shall cause each Foreign Guarantor to make or obtain any
Required Action within 30 days after the delivery of the legal opinion referred
to in the preceding sentence with respect to such Foreign Guarantor.


(d) The Borrowers
shall ensure that within 15 days of the Supplemental Loan Closing Date, the
Administrative Agent shall have received, on behalf of itself and the Lenders,
a written opinion of Armstrong Teasdale LLP, counsel to the Borrowers, to the
effect that each Credit Party (other than the Foreign Guarantors) is duly
qualified to transact business and is in good standing as a foreign corporation
in each state set forth opposite its name on Schedule I attached hereto.


SECTION 6.  Conditions to the Making of Supplemental Loans.  The
obligation of the Supplemental Lender to make the Supplemental Loans is
subject to the satisfaction of the 



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following conditions on
the date, occurring on or prior to July 21, 2006, of such Borrowing (such date,
the “Supplemental Loan Closing Date”):


(a) The Administrative Agent shall have
received a notice of the Borrowing in respect of the Supplemental Loans that
satisfies the requirements of Section 2.03 of the Credit Agreement (with
the reference to the Closing Date in the first sentence thereof deemed to be a
reference to the Supplemental Loan Closing Date).


(b) The representations and warranties set
forth in Article III of the Credit Agreement and in each other Loan Document
shall be true and correct in all material respects on and as of the
Supplemental Loan Closing Date with the same effect as though made on and as of
such date, except to the extent such representations and warranties expressly
relate to an earlier date, and at the time of and immediately after the
making of the Supplemental Loans, no Event of Default or Default shall have
occurred and be continuing.


(c) The Administrative Agent shall have
received, on behalf of itself and the Lenders, a favorable written opinion of
Armstrong Teasdale LLP, counsel for the Borrowers, which opinion shall
(A) be dated the Supplemental Loan Closing Date, (B) be addressed to
the Administrative Agent and the Lenders and (C) cover such matters
relating to this Amendment and the transactions contemplated hereby as the Administrative
Agent shall reasonably request and in form and substance reasonably
satisfactory to the Administrative Agent. 
The Borrowers hereby request such counsel to deliver such opinions.


(d) The Administrative Agent shall have
received (i) an omnibus certificate, dated the Supplemental Loan Closing
Date and signed by the Secretary or Assistant Secretary of each Credit Party
(other than the Foreign Guarantors), certifying that (A) except as set
forth on any schedule attached thereto, the certificate or articles of
incorporation (or other equivalent formation document) of such Credit Party
previously delivered on the Closing Date have not been amended since the date
of such delivery, (B) except as set forth on any schedule attached
thereto, the by-laws (or other equivalent organizational document) of such
Credit Party as in effect and delivered on the Closing Date have not been
amended since the date of such delivery, (C) attached thereto is a true
and complete copy of resolutions duly adopted by the Board of Directors (or
other equivalent governing body) of such Credit Party authorizing the
execution, delivery and performance of this Amendment and the Borrowing of the
Supplemental Loans, and that such resolutions have not been modified, rescinded
or amended and are in full force and effect, (D) attached thereto is a
certificate as to the good standing of such Credit Party as of a recent date by
the Secretary of State (or other similar official) of the jurisdiction of its
organization, and (E) as to the incumbency and specimen signature of each
officer executing this Amendment, (ii) a certificate of another officer as
to the incumbency and specimen signature of the Secretary or Assistant
Secretary executing the certificate pursuant to clause (i) above, and (iii)
such other documents as the Lenders or the Administrative Agent may reasonably
request.


(e) The Administrative Agent shall have
received a certificate, dated the Supplemental Loan Closing Date and signed by
a Financial Officer of the Credit Parties (other than the Foreign Guarantors),
confirming compliance with the conditions precedent set forth in
paragraph (b) of this Section 5.



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(f) The Administrative Agent shall have
received, or shall receive substantially simultaneously with the Borrowing of
the Supplemental Loans hereunder, all fees and other amounts due and payable on
or prior to the Supplemental Loan Closing Date, including, to the extent
invoiced, reimbursement or payment of all reasonable out-of-pocket expenses
required to be reimbursed or paid by the Borrowers hereunder or under any other
Loan Document.


(g) The Collateral Agent shall have received
a certificate, dated the Supplemental Loan Closing Date and signed by a
Financial Officer of the Credit Parties (other than the Foreign Guarantors),
certifying that, except as set forth on any schedule attached thereto, (i)
Schedule 3.01 of the Credit Agreement is complete, correct and accurate,
and (ii) Schedule 3.02 of the Credit Agreement sets forth the current
location of each Credit Party’s chief executive office and the warehouses and
premises at which any Collateral with a fair market value of more than $20,000
is located, in each case, as of the Supplemental Loan Closing Date.


(h) This Amendment shall have become
effective in accordance with Section 7 below.


SECTION 7.  Effectiveness.
 This Amendment shall become
effective as of the date set forth above on the date that:


(a) the Administrative Agent (or its counsel) shall have received:


(i)
counterparts of this Amendment that, when taken together, bear the signatures
of the Credit Parties and the Required Lenders;


(ii) a copy of
the written consent of the First Lien Agent (as defined in the Intercreditor
Agreement) required pursuant to Section 5.2 thereof, in form and substance
reasonably satisfactory to the Administrative Agent; and


(iii) a copy
of a fully executed and delivered amendment, in form and substance reasonably
satisfactory to the Administrative Agent, to the First Lien Credit Agreement,
permitting the transactions contemplated hereby; and


(b) the Administrative Agent shall have received an amendment fee, for
distribution to the Lenders, in an amount equal to $75,000.


SECTION 8.  Effect of Amendment.  Except
as expressly set forth herein, this Amendment shall not by implication or otherwise
limit, impair, constitute a waiver of, or otherwise affect the rights and
remedies of the Lenders, the Administrative Agent or the Collateral Agent under
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 Loan Document, all
of which are ratified and affirmed in all respects and shall continue in full
force and effect.  Nothing herein shall
be deemed to entitle any Credit Party to a consent to, 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
Document in similar or different circumstances. 
This Amendment shall apply and be effective only with respect to the
provisions of the Credit Agreement specifically referred to herein.  After the date hereof, any reference to the
Credit 



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Agreement
shall mean the 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 9.  Counterparts.  This Amendment may be executed in any number
of counterparts and by different parties hereto in separate counterparts, each
of which when so executed and delivered shall be deemed an original, but all
such counterparts together shall constitute but one and the same contract.  Delivery of an executed counterpart of a
signature page of this Amendment by facsimile transmission shall be as
effective as delivery of a manually executed counterpart hereof.


SECTION 10.  Applicable Law.  THIS AMENDMENT SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.


SECTION 11.  Headings.  The headings of this Amendment are for
purposes of reference only and shall not limit or otherwise affect the meaning
hereof.


SECTION 12.  Reaffirmation
of Guaranties and Collateral Documents.  Each
Credit Party, by its signature below, hereby (a) agrees that, notwithstanding
the effectiveness of this Amendment, the Collateral Documents continue to be in
full force and effect, (b) affirms and confirms its guaranty of all of the
Obligations and if applicable the pledge of and/or grant of a security interest
in its assets as Collateral to secure the Obligations, all as provided in the
Collateral Documents as originally executed, and acknowledges and agrees that
such guaranty, pledge and/or grant continue in full force and effect in respect
of, and to secure, the Obligations under the Credit Agreement, as amended
hereby, and the other Loan Documents, and that such Obligations shall include
all Obligations in respect of the Supplemental Loans, and (c) affirms and
confirms that all the representations and warranties made by or relating to it
contained in the Credit Agreement and the other Loan Documents are true and
correct in all material respects on and as of the Supplemental Loan Closing
Date with the same effect as though made on and as of the Supplemental Loan
Closing Date, except to the extent such representations and warranties
expressly relate to an earlier date.


[Remainder of this page intentionally left blank]


 



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IN
WITNESS WHEREOF, each of the parties hereto has caused this Amendment to be
executed and delivered 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: Vice President, Secretary & General
  Counsel

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  THERMAL DYNAMICS CORPORATION,

  
	
   

  	
   

  	
   

  
	
   

  	
  by

  	
  /s/ Patricia S. Williams

  
	
   

  	
   

  	
  Name: Patricia S. Williams

  
	
   

  	
   

  	
  Title: Vice President, Secretary & General
  Counsel

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  TWECO PRODUCTS, INC.,

  
	
   

  	
   

  	
   

  
	
   

  	
  by

  	
  /s/ Patricia S. Williams

  
	
   

  	
   

  	
  Name: Patricia S. Williams

  
	
   

  	
   

  	
  Title: Vice President, Secretary & General
  Counsel

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  VICTOR EQUIPMENT COMPANY,

  
	
   

  	
   

  	
   

  
	
   

  	
  by

  	
  /s/ Patricia S. Williams

  
	
   

  	
   

  	
  Name: Patricia S. Williams

  
	
   

  	
   

  	
  Title: Vice President, Secretary & General
  Counsel

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  C & G SYSTEMS, INC.,

  
	
   

  	
   

  	
   

  
	
   

  	
  by

  	
  /s/ Patricia S. Williams

  
	
   

  	
   

  	
  Name: Patricia S. Williams

  
	
   

  	
   

  	
  Title: Vice President, Secretary & General
  Counsel

  
	
   

  	
   

  	
   

  



 



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  STOODY COMPANY,

  
	
   

  	
   

  	
   

  
	
   

  	
  by

  	
  /s/ Patricia S. Williams

  
	
   

  	
   

  	
  Name: Patricia S. Williams

  
	
   

  	
   

  	
  Title: Vice President, Secretary & General
  Counsel

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  THERMAL ARC, INC.,

  
	
   

  	
   

  	
   

  
	
   

  	
  by

  	
  /s/ Patricia S. Williams

  
	
   

  	
   

  	
  Name: Patricia S. Williams

  
	
   

  	
   

  	
  Title: Vice President, Secretary & General
  Counsel

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  PROTIP CORPORATION,

  
	
   

  	
   

  	
   

  
	
   

  	
  by

  	
  /s/ Patricia S. Williams

  
	
   

  	
   

  	
  Name: Patricia S. Williams

  
	
   

  	
   

  	
  Title: Vice President, Secretary & General
  Counsel

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  THERMADYNE INTERNATIONAL CORP.,

  
	
   

  	
   

  	
   

  
	
   

  	
  by

  	
  /s/ Patricia S. Williams

  
	
   

  	
   

  	
  Name: Patricia S. Williams

  
	
   

  	
   

  	
  Title: Vice President, Secretary & General
  Counsel

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  THERMADYNE HOLDINGS CORPORATION,

  
	
   

  	
   

  	
   

  
	
   

  	
  by

  	
  /s/ Patricia S. Williams

  
	
   

  	
   

  	
  Name: Patricia S. Williams

  
	
   

  	
   

  	
  Title: Vice President, Secretary & General
  Counsel

  
	
   

  	
   

  	
   

  
					



 



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  MECO HOLDING COMPANY,

  
	
   

  	
   

  	
   

  
	
   

  	
  by

  	
  /s/ Patricia S. Williams

  
	
   

  	
   

  	
  Name: Patricia S. Williams

  
	
   

  	
   

  	
  Title: Vice President, Secretary & General
  Counsel

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  C&G SYSTEMS HOLDING, INC.,

  
	
   

  	
   

  	
   

  
	
   

  	
  by

  	
  /s/ Patricia S. Williams

  
	
   

  	
   

  	
  Name: Patricia S. Williams

  
	
   

  	
   

  	
  Title: Vice President, Secretary & General
  Counsel

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  CIGWELD PTY LTD.,

  
	
   

  	
   

  	
   

  
	
   

  	
  by

  	
  /s/ Patricia S. Williams

  
	
   

  	
   

  	
  Name: Patricia S. Williams

  
	
   

  	
   

  	
  Title: Vice President, Secretary & General
  Counsel

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  DUXTECH PTY LTD.,

  
	
   

  	
   

  	
   

  
	
   

  	
  by

  	
  /s/ Patricia S. Williams

  
	
   

  	
   

  	
  Name: Patricia S. Williams

  
	
   

  	
   

  	
  Title: Vice President, Secretary & General
  Counsel

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  QUETACK PTY, LTD.,

  
	
   

  	
   

  	
   

  
	
   

  	
  by

  	
  /s/ Patricia S. Williams

  
	
   

  	
   

  	
  Name: Patricia S. Williams

  
	
   

  	
   

  	
  Title: Vice President, Secretary & General
  Counsel

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  QUETALA PTY, LTD.,

  
	
   

  	
   

  	
   

  
	
   

  	
  by

  	
  /s/ Patricia S. Williams

  
	
   

  	
   

  	
  Name: Patricia S. Williams

  
	
   

  	
   

  	
  Title: Vice President, Secretary & General
  Counsel

  
	
   

  	
   

  	
   

  
					



 



 11
 






 



 


	
  

  	
  THERMADYNE AUSTRALIA PTY LTD.,

  
	
   

  	
   

  	
   

  
	
   

  	
  by

  	
  /s/ Patricia S. Williams

  
	
   

  	
   

  	
  Name: Patricia S. Williams

  
	
   

  	
   

  	
  Title: Vice President, Secretary & General
  Counsel

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  THERMADYNE INDUSTRIES LIMITED,

  
	
   

  	
   

  	
   

  
	
   

  	
  by

  	
  /s/ Patricia S. Williams

  
	
   

  	
   

  	
  Name: Patricia S. Williams

  
	
   

  	
   

  	
  Title: Vice President, Secretary & General
  Counsel

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  THERMADYNE WELDING PRODUCTS CANADA LIMITED,

  
	
   

  	
   

  	
   

  
	
   

  	
  by

  	
  /s/ Patricia S. Williams

  
	
   

  	
   

  	
  Name: Patricia S. Williams

  
	
   

  	
   

  	
  Title: Vice President, Secretary & General
  Counsel

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  



 



 12
 






 



 


	
  

  	
  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

  
	
   

  	
   

  	
   

  



 



 13
 






 



 


	
  

  	
  GSO SPECIAL SITUATIONS FUND LP, as a Lender,

  
	
   

  	
   

  
	
   

  	
  by

  	
   

  	 

	
   

  	
   

  	
  Name:

  	 

	
   

  	
   

  	
  Title:

  	 

	
   

  	
   

  	
   

  	 

	
   

  	
   

  
					



 



 14
 






 



 


	
  

  	
  NORTHWOODS CAPITAL IV, LIMITED, as a Lender,

  
	
   

  	
   

  
	
   

  	
  By:   Angelo, Gordon & Co., L.P., as
  Collateral Manager,

  
	
   

  	
   

  	
   

  
	
   

  	
  by

  	
  /s/ Bruce Martin

  
	
   

  	
   

  	
  Name: Bruce Martin

  
	
   

  	
   

  	
  Title: Managing Director

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  NORTHWOODS CAPITAL V, LIMITED, as a Lender,

  
	
   

  	
   

  
	
   

  	
  By:   Angelo, Gordon & Co., L.P., as
  Collateral Manager,

  
	
   

  	
   

  	
   

  
	
   

  	
  by

  	
  /s/ Bruce Martin

  
	
   

  	
   

  	
  Name: Bruce Martin

  
	
   

  	
   

  	
  Title: Managing Director

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  NORTHWOODS CAPITAL VI, LIMITED, as a Lender,

  
	
   

  	
   

  	
   

  
	
   

  	
  By:   Angelo, Gordon & Co., L.P., as
  Collateral Manager,

  
	
   

  	
   

  	
   

  
	
   

  	
  by

  	
  /s/ Bruce Martin

  
	
   

  	
   

  	
  Name: Bruce Martin

  
	
   

  	
   

  	
  Title: Managing Director

  



 



 15














 


SCHEDULE I


FOREIGN CORPORATION
JURISDICTIONS


	
  NAME OF CREDIT PARTY

  	
   

  	
   

  	
   

  	
  STATE(S) OF FOREIGN QUALIFICATION

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Thermadyne Holdings
  Corporation

  	
   

  	
  Missouri

  
	
   

  	
   

  	
   

  
	
  Thermadyne Industries,
  Inc.

  	
   

  	
  California

  
	
   

  	
   

  	
  Kentucky

  
	
   

  	
   

  	
  Missouri

  
	
   

  	
   

  	
  Texas

  
	
   

  	
   

  	
   

  
	
  Thermal Dynamics
  Corporation

  	
   

  	
  New Hampshire

  
	
   

  	
   

  	
   

  
	
  Tweco Products, Inc.

  	
   

  	
  California

  
	
   

  	
   

  	
  Kansas

  
	
   

  	
   

  	
   

  
	
  Victor Equipment
  Company

  	
   

  	
  Texas

  
	
   

  	
   

  	
   

  
	
  Stoody Company

  	
   

  	
  California

  
	
   

  	
   

  	
  Kentucky

  
	
   

  	
   

  	
   

  
	
  Thermal Arc, Inc.

  	
   

  	
  Ohio

  
	
   

  	
   

  	
   

  
	
  Thermadyne International Corp.

  	
   

  	
  California