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UNITED STATES SECURITIES AND
    EXCHANGE COMMISSIONWashington, D.C.
    20549
 Form 10-K
  (Mark One)þ

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended
    December 31, 2008ORo

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934   Commission file number 001-13023
 Thermadyne Holdings
    Corporation
 (Exact name of Registrant as
    Specified in its Charter)
  Delaware

74-2482571(State or Other Jurisdiction
    of
    Incorporation or Organization)

(I.R.S. Employer
    Identification No.)16052 Swingley Ridge Road, Suite 300
    Chesterfield, Missouri(Address of Principal
    Executive Offices)

63017(ZIP Code)   Registrants telephone number, including area code:
 (636) 728-3000
  Securities registered pursuant to Section 12(b) of the
    Act:
 None
  Securities registered pursuant to Section 12(g) of the
    Act:
  Title of Class
    o þ
  o þ
  þ o
  Regulation S-K Form 10-K Form 10-K. þ
  12b-2
  Large
    accelerated
    filer o Accelerated
    filer þ
    Non-accelerated
    filer o
    Smaller
    reporting
    company o   Rule 12b-2 o þ
    þ o
    DOCUMENTS
    INCORPORATED BY REFERENCE
  Form 10-K.




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CAUTIONARY
    STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS
  Form 10-K Form 10-K:
                             2




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##### 



TABLE OF
    CONTENTS
   
 PART IItem 1.


Business


4Item 1A.


Risk Factors


10Item 1B.


Unresolved Staff Comments


17Item 2.


Properties


17Item 3.


Legal Proceedings


18Item 4.


Submission of Matters to a Vote of Security
    Holders


19PART IIItem 5.


Market for the Registrants Common Equity,
    Related Stockholder Matters and Issuer Purchases of Equity
    Securities


19Item 6.


Selected Financial Data


21Item 7.


Managements Discussion and Analysis of
    Financial Condition and Results of Operations


22Item 7A.


Quantitative and Qualitative Disclosures About
    Market Risk


32Item 8.


Financial Statements and Supplementary Data


32Item 9.


Changes in and Disagreements with Accountants on
    Accounting and Financial Disclosure


33Item 9A.


Controls and Procedures


33Item 9B.


Other Information


35PART IIIItem 10.


Directors, Executive Officers, and Corporate
    Governance


35Item 11.


Executive Compensation


35Item 12.


Security Ownership of Certain Beneficial Owners
    and Management and Related Stockholder Matters


35Item 13.


Certain Relationships, Related Transactions, and
    Director Independence


36Item 14.


Principal Accountant Fees and Services


36PART IVItem 15.


Exhibits and Financial Statement Schedules


37SIGNATURES


78EX-10.23EX-10.26EX-10.27EX-10.28EX-10.29EX-10.30EX-10.31EX-10.34EX-10.36EX-10.39EX-10.40EX-21EX-23EX-31.1EX-31.2EX-32.1EX-32.2   3




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PART I  Item 1.
    Business  Introduction
    Form 10-K,
  Reorganization
    and Basis of Presentation
  Form 8-K
    90-7,
 4




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Our
    Principal Products and Markets
    2008


2007


2006Gas equipment


37
%


37
%


38
%Arc accessories including torches, related consumable parts and
    accessories


19
%


21
%


22
%Filler metals


19
%


18
%


16
%Plasma power supplies, torches and related consumable parts


15
%


14
%


14
%Welding equipment


10
%


10
%


10
%   ® ® ® ®
  ® ®
  ®
  ®
 5




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® ® ®
    Segment Information
  International
    Business
    Sales and
    Marketing
     6




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Distribution
    Raw
    Materials
      Research,
    Development, and Technical Support
    Competition
   7




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Recent
    Developments
          Employees
    Form 8-K
    Patents,
    Licenses and Trademarks
   8




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Executive
    Officers of the Registrant
    Name

Age

Position(s)Paul D. Melnuk


54


Chairman of the Board and Chief Executive OfficerSteven A. Schumm


56


Executive Vice President  Chief Financial and
    Administrative OfficerJohn A. Boisvert


47


Executive Vice President  Brand ManagementTerry Downes


41


Executive Vice President  Global Corporate DevelopmentTerry A. Moody


46


Executive Vice President  Global OperationsMartin Quinn


52


Executive Vice President  Global Sales and Marketing   Paul D. Melnuk

Mr. Melnuk has been a member of our Board of Directors
    since May 2003, was elected Chairman of the Board in October
    2003, and was appointed Chief Executive Officer on
    January 28, 2004. Mr. Melnuk is a director and
    chairman of the audit committee at Petro-Canada, a multinational
    integrated oil and gas company headquartered in Calgary,
    Alberta, and a director of several private companies.
    Mr. Melnuk has been a managing partner of FTL Capital
    Partners, LLC, a private equity firm, since 2001. Prior to 2001,
    Mr. Melnuk served as President and Chief Executive Officer
    of the predecessor to The Premcor Refining Group Inc., an oil
    refining company, Barrick Gold Corporation, a gold mining
    company, and Bracknell Corporation, a contracting company.Steven A. Schumm

Mr. Schumm, CPA, joined Thermadyne in August 2006 as the
    Executive Vice President, Chief Financial Officer and Chief
    Administrative Officer after serving as a consultant for the
    Company since April 2006. He has over 30 years of
    experience in all areas of finance. He was previously employed
    as Chief Financial Officer of LaQuinta Corporation, a publicly
    traded limited service hotel owner and operator, Chief
    Administrative Officer and interim Chief Financial Officer of
    Charter Communications, a publicly traded cable service
    provider, and a partner with the independent public accounting
    firm, Ernst & Young LLP.John A. Boisvert

Mr. Boisvert was elected Executive Vice President of brand
    management in January 2003. Previously, he served as Executive
    Vice President for our subsidiaries, Thermal Dynamics
    Corporation and C&G Systems Inc. Prior to that time,
    Mr. Boisvert served as the Vice President, General
    Operations Manager for Thermal Dynamics and C&G. He has
    over 20 years of experience in various capacities within
    Thermadyne.Terry Downes

Mr. Downes joined Thermadyne in June 2003 as Director of
    Market Integration and in March of 2006 was promoted to
    Executive Vice President Global Corporate Development. He has
    12 years of international business development experience
    with primary focus in the manufacturing sector. He was
    previously employed by Novar PLC and Redland PLC.
    Mr. Downes has lived in the U.S., Latin America, Southeast
    Asia and Europe.Terry A. Moody

Mr. Moody joined Thermadyne in August 2007 as Executive
    Vice President of Global Operations. He was formerly employed by
    Videocon Industries, a privately held manufacturer of high end
    digital products, where he served as the Chief Operating Officer
    and Senior Vice President of Europe.Martin Quinn

Mr. Quinn was elected Executive Vice President of Global
    Sales effective April 1, 2005. From 1999 to March 30,
    2005, Mr. Quinn served as Vice President Marketing and
    Sales  Asia Pacific. Prior to that, he was Managing
    Director  Asia. He has over 24 years with
    Thermadyne.   Internet
    Information
  Form 10-K, Form 10-Q, Form 8-K
 9




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www.thermadyne.com
  Item 1A.
    Risk
    Factors  Form 10-K
    Our
    business is cyclical and is affected by global economic
    conditions, particularly those affecting steel construction and
    fabrication-related activities, as well as other factors that
    are outside of our control, any of which may have a material
    adverse effect on our business, results of operations and
    financial condition.
          Our
    business is highly competitive, and increased competition could
    reduce our sales, earnings and profitability.
   10




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We may
    not be able to successfully implement our cost-reduction
    initiatives.
    Our
    future operating results may be affected by fluctuations in the
    prices and availability of raw materials.
    If we
    fail to comply with the financial covenants in our debt
    instruments, our ability to obtain financing and make payments
    under our debt instruments may be adversely
    impacted.
   11




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If our
    consolidated indebtedness increases or EBITDA decreases, our
    interest cost under our Senior Subordinated Notes may increase,
    which would negatively impact our results.
    We are
    subject to risks caused by changes in interest
    rates.
    The
    Company is subject to risks caused by disruptions in the credit
    markets.
      The
    actual or anticipated sale of shares of our common stock may
    cause the market price of our common stock to decline. During
    2008, the Company registered 4,496,555 shares of our common
    stock on behalf of a major shareholder, and
    1,500,000 shares of our common stock for future offer and
    sale by the Company.
     12




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Sales
    of our common stock may result in a change in
    control under the Indenture, in which case, we may be
    required to repurchase the Senior Subordinated Notes, which
    would have a material adverse effect on the
    Company.
    
    any person, as such term is used in Sections 13(d) and
    14(d) of the Securities Exchange Act of 1934, other than Angelo,
    Gordon & Co., L.P. and its affiliates, is or becomes
    the direct or indirect beneficial owner of more than 35% of the
    total voting power of our capital stock then outstanding and
    entitled to vote in the election of our directors, and
    Angelo, Gordon & Co., L.P. beneficially owns a lesser
    percentage of the total voting power of our voting capital stock
    than the acquiring person and does not have the right or ability
    by voting power, contract or otherwise, to elect or designate
    for election a majority of our board of directors.      Sales
    of our common stock may result in a change of
    control under our credit facility agreements, which
    constitutes an event of default under the agreements and could
    result in the acceleration of our debt obligations under those
    agreements and, absent a waiver of this default, would have a
    material adverse effect on the Company.
    
    any person or group of persons, within the meaning of the
    Securities Exchange Act of 1934, other than the selling
    stockholder or the holders of our Senior Subordinated Notes
    acquires beneficial ownership of 30% or more of our issued and
    outstanding shares of stock;
    during any period of 12 consecutive calendar months, individuals
    who at the beginning of the period constituted our board of
    directors, together with any new directors elected or nominated
    for election by a vote of at least two-thirds of the directors
    then still in office who either were directors at the beginning
    of the period or whose election or nomination for election was
    previously so approved, cease for any reason other than death or
    disability to constitute a majority of the directors then in
    office; or
    a change of control as defined in the indenture for
    our Senior Subordinated Notes.   13




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The
    sale of shares by our primary stockholder or a combination of
    other stockholders may limit our ability to use net operating
    loss carryforwards to offset future taxable income for federal
    and state income tax purposes, which could have a material
    adverse effect on our cash flow and results of
    operations.
          Our
    international sales and operations pose certain risks that may
    adversely impact sales and earnings.
     14




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We are
    subject to currency fluctuations from our operations within
    non-U.S. markets
    and face risks arising from the imposition of exchange controls
    and currency devaluations.
      We
    rely in large part on independent distributors for sales of our
    products.
    Failure
    to enhance existing products and develop new products may
    adversely impact financial results.
    If our
    relationship with our employees were to deteriorate, we could be
    adversely affected.
   15




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If we
    are unable to retain and hire key employees, the performance of
    our operations could be adversely affected.
    Liabilities
    relating to litigation alleging manganese induced illness could
    reduce our profitability and impair our financial
    condition.
      Our
    products involve risks of personal injury and property damage,
    which expose us to potential liability.
   16




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We are
    subject to various environmental laws and regulations and may
    incur costs that have a material adverse effect on our financial
    condition as a result of violations of or liabilities under
    environmental laws and regulations.
      Item 1B.
    Unresolved
    Staff Comments    Item 2.
    Properties     17




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Location of Facility

Building Space/Number of BuildingsWest Lebanon, New Hampshire

153,000 sq. ft./5 buildings (office, manufacturing,
    sales training)Denton, Texas

238,960 sq. ft./4 buildings (office, manufacturing,
    storage, sales training center)Roanoke, Texas

278,543 sq. ft. / 1 building (manufacturing, warehouse)Hermosillo, Sonora, Mexico

178,013 sq. ft. / 1 building (office, manufacturing)Oakville, Ontario, Canada

48,710 sq. ft./1 building (office, warehouse)Cigweld Malaysia/Selangor, Malaysia

127,575 sq. ft./1 building (office, warehouse)Melbourne, Australia

273,425 sq. ft./2 buildings (office, manufacturing,
    warehouse)Bekasi, Indonesia

17,653 sq. ft./1 building (office, warehouse)Kuala Lumpur, Malaysia

60,000 sq. ft./1 building (office, manufacturing)Bowling Green, Kentucky

188,000 sq. ft./1 building (office, manufacturing,
    warehouse)Milan, Italy

32,000 sq. ft./3 buildings (office, manufacturing,
    warehouse)Chino, California

30,880 sq. ft./1 building (warehouse)Ningbo, China

44,187 sq. ft. /1 buildings (office, manufacturing,
    warehouse)     Item 3.
    Legal
    Proceedings       18




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Item 4.
    Submission
    of Matters to a Vote of Security Holders   PART II  Item 5.
    Market
    for the Registrants Common Equity, Related Stockholder
    Matters and Issuer Purchases of Equity Securities    Bid or Sales Prices ($)High


Low2007First Quarter

$
11.91


$
10.00Second Quarter


16.85



11.00Third Quarter


17.85



12.45Fourth Quarter


14.21



11.502008First Quarter

$
11.50


$
7.98Second Quarter


18.01



9.25Third Quarter


22.50



14.16Fourth Quarter


16.48



5.51      19




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Performance
    Graph
    
   Value of
    $100 Invested
  5/30/2003

12/31/2003

12/31/2004

12/31/2005

12/31/2006

12/31/2007

12/31/2008Russell 2000


100



126.58



147.75



152.66



178.61



173.7



113.25S&P 500


100



115.39



125.77



129.55



147.19



152.38



93.74Thermadyne Holdings Corporation


100



117.14



123.81



126.67



94.29



109.52



65.43  20




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Item 6.
    Selected
    Financial Data    For the Years Ended December 31,2008


2007


2006


2005


2004Operating Results Data:Net sales

$
516.9


$
494.0


$
445.7


$
409.6


$
389.3Operating income


43.9



44.3



30.0



12.5



3.8Income (loss) from continuing operations


10.5



10.6



2.5



(15.8
)


(11.9
)Income (loss) from discontinued operations, net of tax


0.2



(1.9
)


(25.5
)


(15.6
)


(2.0
)Net income (loss)

$
10.7


$
8.7


$
(23.0
)

$
(31.4
)

$
(13.9
)Diluted income (loss) per share applicable to common shares:Continuing operations

$
0.78


$
0.79


$
0.18


$
(1.19
)

$
(0.90
)Discontinued operations


0.01



(0.15
)


(1.91
)


(1.17
)


(0.15
)Net income (loss)

$
0.79


$
0.64


$
(1.73
)

$
(2.36
)

$
(1.05
)Consolidated Balance Sheet Data (Period end):Working capital

$
83.4


$
97.2


$
104.8


$
128.7


$
153.5Total assets


494.4



497.4



518.9



577.2



617.4Total debt


234.0



234.6



257.0



258.7



231.7Total shareholders equity


118.3



122.1



103.5



124.0



161.0Consolidated Cash Flow Data  Continuing Operations:Net cash provided by (used in) operating activities

$
17.6


$
23.0


$
(15.5
)

$
(13.3
)

$
(13.6
)Other Data:Depreciation and amortization

$
12.4


$
13.1


$
15.7


$
19.1


$
19.4Capital expenditures


(13.4
)


(11.4
)


(8.5
)


(7.9
)


(10.6
)  21




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Item 7.
    Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations  Overview
              Key
    Indicators
   22




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Discontinued
    Operations
             23




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##### Table of Contents



Results
    of Operations
  page F-5 Discontinued
    Operations
    2008
    Compared to 2007
           24




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Discontinued
    Operations
  2007
    Compared to 2006
           25




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Discontinued Operations
  Restructuring
    and Other Charges
      Liquidity
    and Capital Resources
  Liquidity.
         26




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1 4 Form 10-K Form 10-Q
   27




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Working Capital and Cash Flows.
  
    Accounts receivable decreases provided $7.1 million of cash
    in 2008, compared to $2.0 million of cash used during the
    year ended December 31, 2007. The decrease in accounts
    receivable in 2008 resulted primarily from the substantial
    decrease in sales during the fourth quarter.
    Inventory increases used $15.4 million of cash in 2008
    compared to $9.1 million provided in the year ended
    December 31, 2007. The increase in inventory during 2008
    resulted from the substantial decline in sales volumes during
    the fourth quarter.
    Accounts payable reductions used $1.9 million of cash in
    2008, which compares to $1.3 million of cash used in the
    year ended December 31, 2007.
    Accrued interest and other expense accrual increases provided
    $1.2 million of cash in 2008 compared to $5.8 million
    used in 2007, which primarily related to the payment of
    significant amounts of accrual under an expiring customer rebate
    program.        Contractual
    Obligations and Commercial Commitments
    Payments Due by PeriodLess Than


1-3


3-5


More ThanContractual Obligations

Total


1 Year


Years


Years


5 Years(Dollars in thousands)Long-term debt

$
224,521


$
32,531


$
14,000


$



$
177,990Interest payments related to long-term debt


86,333



17,938



34,672



32,375



1,349Capital leases


9,524



2,060



3,531



2,130



1,803Operating leases


17,414



4,658



7,271



4,174



1,311Total

$
337,792


$
57,187


$
59,474


$
38,679


$
182,453    28




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Market
    Risk and Risk Management Policies
    Effect of
    Inflation and Deflation; Seasonality
      Critical
    Accounting Policies
    Inventories
  first-in,
    Accounts
    Receivable and Allowances
   29




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Property,
    Plant and Equipment
  Discontinued
    Operations
  Intangible
    Assets
        Revenue
    Recognition
   30




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30-day
  Income
    Taxes
      Income Taxes
  non-U.S. subsidiaries
      Factors
    That May Affect Future Results
    Recently
    Issued Accounting Standards
  Business Combinations.
 31




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Income Taxes
  Noncontrolling Interests.
  Disclosures about Derivative Instruments and Hedging
    Activities.
  Item 7A.
    Quantitative
    and Qualitative Disclosures About Market Risk          Item 8.
    Financial
    Statements and Supplementary Data  Form 10-K page F-1
 32




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Item 9.
    Changes
    and Disagreements with Accountants on Accounting and Financial
    Disclosure    Item 9A.
    Controls
    and Procedures  (a)
    Evaluation
    of Disclosure Controls and Procedures    Rules 13a-15(e) 15d-15(e)
  (b)
    Managements
    Assessment of Internal Control Over Financial
    Reporting  Rules 13a-15(f) 15d-15(f).
    (c)
    Remediation
    of Prior Material Weakness    (d)
    Changes
    in Internal Control Over Financial Reporting   33




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Report of
    Independent Registered Public Accounting Firm
     Internal Control 
    Integrated Framework
        Internal Control  Integrated
    Framework
    KPMG
    LLP
    34




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Item 9B.
    Other
    Information   PART III  Item 10.
    Directors,
    Executive Officers and Corporate Governance  Business Form 10-K
  c/o Thermadyne Form 8-K Regulation S-K
  Form 10-Q
  Regulation S-K.
  Item 11.
    Executive
    Compensation    Item 12.
    Security
    Ownership of Certain Beneficial Owners and Management and
    Related Stockholder Matters   35




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Number ofSecuritiesRemaining AvailableNumber of





for Future IssuanceSecurities to be





Under EquityIssued Upon


Weighted-Average


Compensation PlansExercise of


Exercise Price of


(ExcludingOutstanding


Outstanding


SecuritiesOptions, Warrants


Options, Warrants


Reflected in Columnand Rights


and Rights


(a))Plan Category

(a)


(b)


(c)Equity compensation plans approved by security holders


1,249,497


$
13.61



487,860Equity compensation plans not approved by security holders










Total


1,249,497


$
13.61



487,860   Item 13.
    Certain
    Relationships and Related Transactions, and Director
    Independence    Item 14.
    Principal
    Accountant Fees and Services   36




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PART IV  Item 15.
    Exhibits
    and Financial Statement Schedules  Financial
    Statements and Schedules
    PageReport of Independent Registered Public
    Accounting Firm  KPMG LLP


39Consolidated Balance Sheets as of
    December 31, 2008 and 2007


40Consolidated Statements of Operations for the
    years ended December 31, 2008, December 31, 2007, and
    December 31, 2006


41Consolidated Statements of Shareholders
    Equity for the years ended December 31, 2008,
    December 31, 2007, and December 31, 2006


42Consolidated Statements of Cash Flows for the
    years ended December 31, 2008, December 31, 2007, and
    December 31, 2006


43Notes to Consolidated Financial Statements


44     Exhibits
  A listing of Exhibits is included following the financial
    statements.
 37




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THERMADYNE
    HOLDINGS CORPORATION
  INDEX TO
    CONSOLIDATED FINANCIAL STATEMENTS
  PageReport of Independent Registered Public Accounting
    Firm  KPMG LLP


39Consolidated Balance Sheets as of December 31, 2008 and 2007


40Consolidated Statements of Operations for the years ended
    December 31, 2008, 2007, and 2006


41Consolidated Statements of Shareholders Equity for the
    years ended December 31, 2008, 2007, and 2006


42Consolidated Statements of Cash Flows for the years ended
    December 31, 2008, 2007, and 2006


43Notes to Consolidated Financial Statements


44  38




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REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM           Internal Control 
    Integrated Framework
  KPMG
    LLP
    39




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##### Table of Contents



THERMADYNE
    HOLDINGS CORPORATION
  CONSOLIDATED
    BALANCE SHEETS
  December 31,


December 31,2008


2007(Dollars in thousands,except share data)Current Assets:Cash and cash equivalents

$
11,916


$
16,159Accounts receivable, less allowance for doubtful accounts of
    $900 and $1,000, respectively


72,044



83,852Inventories


102,479



90,961Prepaid expenses and other


5,443



6,147Assets held for sale


916



2,023Deferred tax assets


2,277



2,721Total current assets


195,075



201,863Property, plant and equipment, net of accumulated depreciation
    of $46,653 and $44,631, respectively


47,501



44,356Goodwill


184,043



182,163Intangibles, net


60,783



63,204Other assets


6,967



5,841Total assets

$
494,369


$
497,427Current Liabilities:Working capital facility

$
32,531


$
12,658Current maturities of long-term obligations


2,060



8,778Accounts payable


30,823



31,577Accrued and other liabilities


28,295



28,826Accrued interest


6,558



8,032Income taxes payable


2,849



4,664Deferred tax liability


3,253



2,667Liabilities related to assets held for sale


5,266



7,417Total current liabilities


111,635



104,619Long-term obligations, less current maturities


199,454



213,142Deferred tax liabilities


47,292



44,306Other long-term liabilities


17,685



12,989Minority interest






287Stockholders equity:Common stock, $0.01 par value:Authorized  25,000,000 shares Issued and
    outstanding  13,509,698 shares at
    December 31, 2008 and 13,368,190 shares at
    December 31, 2007


135



134Additional paid-in capital


189,256



186,830Accumulated deficit


(69,245
)


(79,953
)Accumulated other comprehensive income (loss)


(1,843
)


15,073Total stockholders equity


118,303



122,084Total liabilities and stockholders equity

$
494,369


$
497,427    40




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##### Table of Contents



THERMADYNE
    HOLDINGS CORPORATION
  CONSOLIDATED
    STATEMENTS OF OPERATIONS
  Year Ended December 31,2008


2007


2006(Dollars in thousands, except per share data)Net sales

$
516,908


$
493,975


$
445,727Cost of goods sold


357,855



339,622



315,052Gross margin


159,053



154,353



130,675Selling, general and administrative expenses


112,122



106,033



109,563Amortization of intangibles


2,675



2,921



2,894Net periodic postretirement benefits


322



1,087



(11,755
)Operating income


43,934



44,312



29,973Other income (expenses):Interest


(20,304
)


(26,799
)


(26,512
)Amortization of deferred financing costs


(938
)


(1,444
)


(1,344
)Minority interest


(80
)


82



(44
)Income from continuing operations before income tax provision
    and discontinued operations


22,612



16,151



2,073Income tax provision (benefit)


12,089



5,515



(405
)Income from continuing operations


10,523



10,636



2,478Income (loss) from discontinued operations, net of tax


185



(1,971
)


(25,525
)Net income (loss)

$
10,708


$
8,665


$
(23,047
)Basic income (loss) per share:Continuing operations

$
0.79


$
0.80


$
0.19Discontinued operations


0.01



(0.15
)


(1.92
)Net income (loss)

$
0.80


$
0.65


$
(1.73
)Diluted income (loss) per share:Continuing operations

$
0.78


$
0.79


$
0.18Discontinued operations


0.01



(0.15
)


(1.91
)Net income (loss)

$
0.79


$
0.64


$
(1.73
)    41




---



##### Table of Contents



THERMADYNE
    HOLDINGS CORPORATION
  CONSOLIDATED
    STATEMENTS OF SHAREHOLDERS EQUITY
  AccumulatedCommon Stock


Additional





Other


TotalNumber of


Par


Paid-In


Accumulated


Comprehensive


ShareholdersShares


Value


Capital


Deficit


Income (Loss)


Equity(Dollars in thousands, except share data)December 31, 2005


13,318


$
133


$
183,541


$
(65,571
)

$
5,850


$
123,953Comprehensive income (loss):Net loss














(23,047
)






(23,047
)Foreign currency translation


















521



521Minimum pension liability


















370



370Minimum post retirement liability


















444



444Comprehensive loss






















(21,712
)Common stock issuance-Employee stock purchase plan


14







155











155Exercise of stock options


4







55











55Stock compensation










1,053











1,053December 31, 2006


13,336


$
133


$
184,804


$
(88,618
)

$
7,185


$
103,504Comprehensive income (loss):Net income














8,665







8,665Foreign currency translation


















5,873



5,873Minimum pension liability


















(877
)


(877
)Minimum post retirement liability


















2,892



2,892Comprehensive income






















16,553Common stock issuance-Employee stock purchase plan


10







138











138Exercise of stock options


22



1



279











280Stock compensation










1,609











1,609December 31, 2007


13,368


$
134


$
186,830


$
(79,953
)

$
15,073


$
122,084Comprehensive income (loss):Net income














10,708







10,708Foreign currency translation


















(10,990
)


(10,990
)Minimum pension liability


















(7,098
)


(7,098
)Minimum post retirement liability


















1,172



1,172Comprehensive loss






















(6,208
)Common stock issuance-Employee stock purchase plan


11







130











130Exercise of stock options


131



1



1,818











1,819Stock compensation










478











478December 31, 2008


13,510


$
135


$
189,256


$
(69,245
)

$
(1,843
)

$
118,303    42




---



##### Table of Contents



THERMADYNE
    HOLDINGS CORPORATION



CONSOLIDATED
    STATEMENTS OF CASH FLOWS  Year Ended December 31,2008


2007


2006(Dollars in thousands)Cash flows from continuing operations:Cash flows from operating activities:Net income (loss)

$
10,708


$
8,665


$
(23,047
)Adjustments to reconcile net income to net cash provided by
    (used in) operating activities:Income (loss) from discontinued operations


(185
)


1,971



25,525Minority interest


80



(82
)


44Depreciation and amortization


12,365



13,117



15,727Deferred income taxes


4,850



(1,233
)


(8,815
)Net periodic post-retirement benefits


322



1,087



(11,755
)Changes in operating assets and liabilities:Accounts receivable


7,052



(2,001
)


(8,473
)Inventories


(15,440
)


9,076



4,970Prepaids


762







Accounts payable


(1,902
)


(1,268
)


(5,839
)Accrued and other liabilities


1,242



(5,795
)


1,669Accrued interest


(1,474
)


(225
)


934Other long-term liabilities


(838
)


(3,453
)


(4,755
)Other, net


103



3,154



(1,651
)Net cash provided by (used in) operating activities


17,645



23,013



(15,466
)Cash flows from investing activities:Capital expenditures


(13,393
)


(11,358
)


(8,499
)Net proceeds from sales of assets










1,957Proceeds from sales of discontinued operations


500



13,783



16,455Purchase of minority interest


(838
)






(3,954
)Purchase of outside interest in joint venture


(3,055
)






Other


(757
)


(487
)


Net cash provided by (used in) investing activities


(17,543
)


1,938



5,959Cash flows from financing activities:Borrowings under Working Capital Facility


27,751



20,041



9,357Repayments of Working Capital Facility


(7,878
)


(24,989
)


(23,547
)Borrowings under other debt










20,000Repayments of other debt


(22,789
)


(16,725
)


(7,790
)Stock compensation expense


1,362



1,609



1,053Exercise of employee stock purchases


1,949



417



210Advances from (to) discontinued operations


(2,657
)


(837
)


8,330Other, net


(891
)


(362
)


(348
)Net cash provided by (used in) financing activities


(3,153
)


(20,846
)


7,265Effect of exchange rate changes on cash and cash equivalents


(1,192
)


744



365Net cash provided by (used in) continuing operations


(4,243
)


4,849



(1,877
)Cash flows from discontinued operationsNet cash provided by (used in) operating activities


(2,574
)


812



8,008Net cash provided by (used in) investing activities


500



5,084



(342
)Net cash provided by (used in) financing activities


2,538



(5,650
)


(9,854
)Effect of exchange rates on cash and cash equivalents


(155
)


30



(187
)Net cash provided by (used in) discontinued operations


309



276



(2,375
)Total increase (decrease) in cash and cash equivalents


(3,934
)


5,125



(4,252
)Total cash and cash equivalents beginning of period


16,435



11,310



15,562Total cash and cash equivalents end of period

$
12,501


$
16,435


$
11,310Continuing operationsCash and cash equivalents beginning of period

$
16,159


$
11,310


$
13,187Net cash provided by (used in) continuing operations


(4,243
)


4,849



(1,877
)Cash and cash equivalents end of period

$
11,916


$
16,159


$
11,310Discontinued operationsCash and cash equivalents beginning of period

$
276


$



$
2,375Net cash provided by (used in) discontinued operations


309



276



(2,375
)Cash and cash equivalents end of period

$
585


$
276


$
    43




---



##### Table of Contents



THERMADYNE
    HOLDINGS CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
 (In
    thousands, except share data)
  1.
    The
    Company    2.
    Significant
    Accounting Policies  Principles of consolidation.
  Estimates.
  Inventories. last-in, first-in,
  Property, Plant and Equipment. Discontinued Operations
  Deferred Financing Costs.
  Intangibles.
   44




---



##### Table of Contents



THERMADYNE
    HOLDINGS CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Discontinued
    Operations
    Product Warranty Programs.
  Derivative Instruments.
  Income Taxes.  Income Tax
  Stock Option Accounting. Stock Options and Stock-Based
    Compensation
  Revenue Recognition.
 45




---



##### Table of Contents



THERMADYNE
    HOLDINGS CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      30-day
  Cash Equivalents.
  Foreign Currency Translation.
    Accumulated Other Comprehensive Income.
  2007


2008Increase


Balance at


Increase


Balance atJanuary 1


(Decrease)


December 31


(Decrease)


December 31Cumulative foreign currency translation gains (losses), net of
    tax

$
7,016


$
5,873


$
12,889


$
(10,990
)

$
1,899Minimum pension liability, net of tax


(275
)


(877
)


(1,152
)


(7,098
)


(8,250
)Minimum post-retirement liability, net of tax


444



2,892



3,336



1,172



4,508Comprehensive income

$
7,185


$
7,888


$
15,073


$
(16,916
)

$
(1,843
)   Fair Value.
 46




---



##### Table of Contents



THERMADYNE
    HOLDINGS CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Debt and Capital Lease
    Obligations
    Effect
    of New Accounting Standards
  Business Combinations.
  Noncontrolling Interests.
  Disclosures about Derivative Instruments and Hedging
    Activities.
  3.
    Discontinued
    Operations   47




---



##### Table of Contents



THERMADYNE
    HOLDINGS CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
             48




---



##### Table of Contents



THERMADYNE
    HOLDINGS CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Twelve Months Ended December 31, 2008SouthC&G


Brazil


Africa


Soltec


Genset


TotalNet sales

$
68


$
457


$



$



$



$
525Operating expenses


(218
)


(322
)














(540
)Other expenses






(130
)














(130
)Income tax benefit






2,485















2,485Adjustment in carrying value of related assets and reserves, net
    of tax


23



(2,141
)






(36
)


(1
)


(2,155
)Net income (loss) from discontinued operations

$
(127
)

$
349


$



$
(36
)

$
(1
)

$
185   Twelve Months Ended December 31, 2007SouthC&G


Brazil


Africa


Soltec


Genset


TotalNet sales

$
4,120


$
12,603


$
16,230


$



$



$
32,953Operating expenses


(4,804
)


(15,897
)


(14,378
)










(35,079
)Other expenses


(4
)


(302
)


(228
)










(534
)Income tax (provision) benefit










(515
)










(515
)Adjustment in carrying value of related assets and reserves, net
    of tax


(570
)


1,529



908



(205
)


(458
)


1,204Net income (loss) from discontinued operations

$
(1,258
)

$
(2,067
)

$
2,017


$
(205
)

$
(458
)

$
(1,971
)   Twelve Months Ended December 31, 2006SouthC&G


Brazil


Africa


TecMo


TotalNet sales

$
5,567


$
13,918


$
34,402


$
2,774


$
56,661Operating expenses


(5,556
)


(17,129
)


(30,800
)


(2,126
)


(55,611
)Other expenses


(4
)


(826
)


(42
)


(7
)


(879
)Income tax (provision) benefit






1,231



5,610



(268
)


6,573Adjustment in carrying value of related assets and reserves, net
    of tax






(16,429
)


(15,521
)


(319
)


(32,269
)Net income (loss) from discontinued operations

$
7


$
(19,235
)

$
(6,351
)

$
54


$
(25,525
)     At December 31, 2008C&G


Brazil


TotalCash

$



$
585


$
585Other assets






331



331$



$
916


$
916Accounts payable and other liabilities

$



$
5,266


$
5,266  49




---



##### Table of Contents



THERMADYNE
    HOLDINGS CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  At December 31, 2007C&G


Brazil


TotalCash

$



$
276


$
276Accounts receivable


264



750



1,014Inventories


437



93



530Other assets


17



186



203$
718


$
1,305


$
2,023Accounts payable and other liabilities

$
534


$
6,883


$
7,417   4.
    Accounts
    Receivable    Balance at





NetBeginning


(Recovery)


Write-offs &


Balance at Endof Year


Provision


Adjustments


of YearAllowance for Discounts and Doubtful AccountsYear ended December 31, 2008

$
1,000



284



(384
)


900Year ended December 31, 2007


2,385



(341
)


(1,044
)


1,000Year ended December 31, 2006


2,578



189



(382
)


2,385   5.
    Inventories    2008


2007Raw materials and component parts

$
41,185


$
32,675Work-in-process


12,216



11,374Finished goods


63,597



57,337116,998



101,386LIFO reserve


(14,519
)


(10,425
)$
102,479


$
90,961    50




---



##### Table of Contents



THERMADYNE
    HOLDINGS CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  6.
    Property,
    Plant, and Equipment    2008


2007Land

$
5,146


$
6,991Building


15,733



16,750Machinery and equipment


73,275



65,24694,154



88,987Accumulated depreciation


(46,653
)


(44,631
)$
47,501


$
44,356     7.
    Intangible
    Assets    2008


2007Goodwill (See Note 2)

$
184,043


$
182,163Patents and customer relationships


42,380



42,126Trademarks


33,403



33,403259,826



257,692Accumulated amortization of patents and customer relationships


(15,000
)


(12,325
)$
244,826


$
245,367     Carrying Amountof GoodwillBalance as of December 31, 2007

$
182,163Increase in balance due to acquisitions


2,500Reduction in balance due to utilization of pre-emergence
    bankruptcy deferred tax assets


(958
)Foreign currency translation


338Balance as of December 31, 2008

$
184,043    51




---



##### Table of Contents



THERMADYNE
    HOLDINGS CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    8.
    Debt and
    Capital Lease Obligations    2008


2007Working Capital Facility

$
32,531


$
12,658Second-Lien Facility


14,000



36,000Senior Subordinated Notes, due February 1, 2014,
    91/4%
    interest payable semiannually on February 1 and August 1


175,000



175,000Capital leases


9,524



10,625Other


2,990



295234,045



234,578Current maturities and working capital facility


(34,591
)


(21,436
)$
199,454


$
213,142     2009

$
34,5912010


16,0152011


1,5162012


1,0422013


1,088Thereafter


179,793       Credit
    Agreement
   52




---



##### Table of Contents



THERMADYNE
    HOLDINGS CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Second
    Lien Facility
    Covenant
    Compliance
    Senior
    Subordinated Notes
  1 4 1 4
  Form 10-K Form 10-Q
 53




---



##### Table of Contents



THERMADYNE
    HOLDINGS CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Parent
    Company Financial Information
    9.
    Derivative
    Instrument  1 4
        10.
    Fair
    Value Measurements   54




---



##### Table of Contents



THERMADYNE
    HOLDINGS CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Level 1
  Level 2
  Level 3
    11.
    Financial
    Instruments  Concentrations
    of Credit Risk
          Fair
    Value
    Cash and cash equivalents:
  Accounts receivable and accounts payable:
  Debt:
 55




---



##### Table of Contents



THERMADYNE
    HOLDINGS CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  12.
    Leases    Capital


OperatingLeases


Leases2009

$
2,995


$
4,6972010


2,760



4,3212011


2,056



3,0082012


1,448



2,1272013


1,376



2,047Thereafter


3,026



1,311Total minimum lease payments


13,661


$
17,511Amount representing interest


(4,137
)Present value of net minimum lease payments, including current
    obligations of $2,060

$
9,524     13.
    Income
    Taxes    Year Ended December 31,2008


2007


2006Domestic loss

$
(1,351
)

$
(3,076
)

$
(5,958
)Foreign income


23,963



19,227



8,031Income from continuing operations before income taxes

$
22,612


$
16,151


$
2,073     Year Ended December 31,2008


2007


2006Current:Federal

$
583


$
160


$
Foreign


6,451



6,220



3,436State and local


219



(124
)


(1,444
)Total current


7,253



6,256



1,992Deferred


4,836



(741
)


(2,397
)Income tax provision (benefit)  continuing operations

$
12,089


$
5,515


$
(405
)  56




---



##### Table of Contents



THERMADYNE
    HOLDINGS CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    2008


2007Deferred tax assets:Post-employment benefits

$
2,571


$
2,989Accrued liabilities


5,139



4,246Other


597



698Fixed assets


740



1,393Net operating loss carryforwards-foreign and U.S.


57,640



45,717Total deferred tax assets


66,687



55,043Valuation allowance for deferred tax assets


(42,965
)


(31,000
)Net deferred tax assets


23,722



24,043Deferred tax liabilities:Intangibles


(16,916
)


(17,614
)Inventories


(4,072
)


(3,139
)Investment in subsidiary


(50,717
)


(47,392
)Total deferred tax liabilities


(71,705
)


(68,145
)Net deferred tax assets (liabilities)

$
(47,983
)

$
(44,102
)       Year Ended December 31,2008


2007


2006Tax at U.S. statutory rates

$
7,914


$
5,653


$
728Foreign deemed dividends (Section 956)


2,366



3,998



3,606Nondeductible expenses and other exclusions


(26
)


351



556Valuation allowance for deferred tax benefits


21







(2,518
)Foreign Currency on Gain on Previously Taxed Income Distribution


572







Foreign tax rate differences and nonrecognition of foreign tax
    loss benefits


(950
)


(1,608
)


765State income taxes


201



(3,646
)


(1,610
)Change in basis difference in investment of subsidiary


1,991



767



(1,932
)Income tax provision (benefit)

$
12,089


$
5,515


$
(405
)    57




---



##### Table of Contents



THERMADYNE
    HOLDINGS CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
          2008


2007Balance at January 1

$
2,099


$
7,520Additions based on tax positions related to the current year


186



290Reductions for tax positions of prior years


(554
)


(5,711
)Balance at December 31

$
1,731


$
2,099     (2004-2008), (2003-2008), (2002-2008) (2001-2008).
    14.
    Contingencies   58




---



##### Table of Contents



THERMADYNE
    HOLDINGS CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
        15.
    Stock
    Options and Stock-Based Compensation  Share-Based
    Payment,
      Stock
    Options and Restricted Stock
       59




---



##### Table of Contents



THERMADYNE
    HOLDINGS CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
              2008


2007


2006Weighted average fair value

$
6.75


$
6.02


$
6.65Assumptions used:Expected dividend yield


0.00
%


0.00
%


0.00
%Expected volatility


41.12
%


38.22
%


40.80
%Risk-free interest rate


3.44
%


4.51
%


4.77
%Expected life


6.5 years



6 years



6 years  60




---



##### Table of Contents



THERMADYNE
    HOLDINGS CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Weighted-Weighted


AverageAverage


Remaining


AggregateExercise


Contractual


IntrinsicEmployee and Director Stock Options

Shares


Price


Term


ValueOptions outstanding at January 1, 2008


1,527,830


$
13.56Granted


29,977


$
14.42Exercised


(130,848
)

$
13.01Forfeited or expired


(177,462
)

$
13.77Options outstanding at December 31, 2008


1,249,497


$
13.61



6.5


$
Options exercisable at December 31, 2008


637,570


$
13.33



5.9


$
       Weighted AverageNumber of


Remaining Life


SharesOptions


(In Years)


ExercisableOptions outstanding:Exercise price of $9.90


5,000



8.0



3,332Exercise price of $10.30


3,137



9.3



Exercise price of $10.50


122,500



7.8



40,833Exercise price of $10.95


25,000



4.8



25,000Exercise price of $11.64


4,500



8.3



1,494Exercise price of $12.15


50,000



6.3



25,000Exercise price of $12.18


132,617



6.3



132,617Exercise price of $13.10


250,000



5.5



125,000Exercise price of $13.24


4,382



8.6



2,382Exercise price of $13.60


4,168



7.5



Exercise price of $13.75


5,000



6.7



2,500Exercise price of $13.79


125,000



4.6



125,000Exercise price of $13.95


5,000



6.5



5,000Exercise price of $14.20


6,250



6.1



6,250Exercise price of $14.36


17,500



8.7



Exercise price of $14.45


20,000



6.6



10,000Exercise price of $14.79


453



9.5



Exercise price of $14.88


24,925



9.4



Exercise price of $15.00


219,500



8.3



Exercise price of $15.75


224,163



7.3



133,162Exercise price of $16.67


402



9.8



1,249,497







637,570  61




---



##### Table of Contents



THERMADYNE
    HOLDINGS CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  16.
    Earnings
    (Loss) Per Share    Year Ended December 31,2008


2007


2006Numerator:Income (loss) applicable to common sharesContinuing operations

$
10,523


$
10,636


$
2,478Discontinued operations


185



(1,971
)


(25,525
)Net income

$
10,708


$
8,665


$
(23,047
)Denominator:Weighted average shares for basic earnings per share


13,434,609



13,353,742



13,327,176Dilutive effect of stock options


126,245



77,631



31,709Weighted average shares for diluted earnings per share


13,560,854



13,431,373



13,358,885Basic income (loss) per share amounts:Continuing operations

$
0.79


$
0.80


$
0.19Discontinued operations


0.01



(0.15
)


(1.92
)Net income

$
0.80


$
0.65


$
(1.73
)Diluted income (loss) per share amounts:Continuing operations

$
0.78


$
0.79


$
0.18Discontinued operations


0.01



(0.15
)


(1.91
)Net income

$
0.79


$
0.64


$
(1.73
)     17.
    Employee
    Benefit Plans  401(k) Retirement Plan.
    Deferred Compensation Plan.
 62




---



##### Table of Contents



THERMADYNE
    HOLDINGS CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Pension Plans.
    Other Postretirement Benefits.
   63




---



##### Table of Contents



THERMADYNE
    HOLDINGS CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Pension Benefits


Other Postretirement Benefits2008


2007


2008


2007Change in benefit obligation:Benefit obligation at beginning of year

$
21,327


$
21,336


$
7,557


$
9,694Interest Cost


1,245



1,247



433



557Participant contributions










474



946Actuarial (gain) loss


(280
)


(264
)


(1,399
)


(2,891
)Benefits paid


(1,145
)


(992
)


(577
)


(749
)Benefit obligation at end of year

$
21,147


$
21,327


$
6,488


$
7,557Change in plan assets:Fair value of plan assets at beginning of year

$
18,248


$
18,162


$



$
Actual return on plan assets


(5,797
)


302







Employer contributions


874



776



103



(197
)Participant contributions










474



946Benefits paid


(1,145
)


(992
)


(577
)


(749
)Fair value of plan assets at end of year

$
12,180


$
18,248


$



$
Funded status of the plan (underfunded)

$
(8,967
)

$
(3,079
)

$
(6,488
)

$
(7,557
)Amounts recognized in the balance sheet:Current liabilities

$



$



$
(645
)

$
(675
)Noncurrent liabilities


(8,967
)


(3,079
)


(5,843
)


(6,882
)Net amount recognized

$
(8,967
)

$
(3,079
)

$
(6,488
)

$
(7,557
)Amounts recognized in accumulated other comprehensive income
    consist of:Net (gain) loss

$
8,130


$
1,152


$
(4,508
)

$
(3,336
)Accumulated other comprehensive income

$
8,130


$
1,152


$
(4,508
)

$
(3,336
)Accumulated Benefit Obligation

$
21,147


$
21,327



N/A



N/AWeighted-average assumptions as of December 31:Discount
    rate-net
    periodic benefit cost


6.00
%


6.00
%


6.00
%


6.00
%Discount rate-benefit obligations


6.25
%


6.00
%


6.25
%


6.00
%Expected return on plan assets


8.00
%


8.00
%


N/A



N/ARate of compensation increase


N/A



N/A



N/A



N/A    64




---



##### Table of Contents



THERMADYNE
    HOLDINGS CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Target2009


2008


2007Equity securities


60
%


51
%


60
%Debt securities


30
%


40
%


31
%Real Estate


10
%


9
%


9
%Other


0
%


0
%


0
%Total


100
%


100
%


100
%           Pension Benefits


Other Postretirement Benefits2008


2007


2008


2007Components of the net periodic benefit cost:Interest cost

$
1,245


$
1,247


$
433


$
557Expected return on plan assets


(1,461
)


(1,443
)






Amortization of net (gain) or loss










(226
)


Benefit cost (credit)

$
(216
)

$
(196
)

$
207


$
557Amounts recognized in the statement of financial position prior
    to the application of FAS 158 consist of:Accrued benefit cost

$
(8,967
)

$
(3,079
)

$
(10,996
)

$
(10,893
)Accumulated other comprehensive income


8,130



1,152







Net amount recognized

$
(837
)

$
(1,927
)

$
(10,996
)

$
(10,893
)Incremental effect of applying FAS 158 on the statement of
    financial position:Noncurrent assets

$



$



$
4,508


$
3,336Accumulated other comprehensive income










(4,508
)


(3,336
)  65




---



##### Table of Contents



THERMADYNE
    HOLDINGS CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
        One-Percentage


One-PercentagePoint Increase


Point DecreaseEffect on total of service and interest cost components for the
    year ended December 31, 2008

$
37


$
(32
)Effect on postretirement benefit obligation as of
    December 31, 2008

$
473


$
(418
)     OtherPension


PostretirementYear

Benefits


Benefits2009

$
1,223


$
6452010

$
1,249


$
6242011

$
1,298


$
5642012

$
1,356


$
5632013

$
1,420


$
556Next 5 years

$
8,019


$
2,641   Stock Purchase Plan.
  18.
    Segment
    Information      Year Ended December 31,2008


2007


2006Net Sales:Americas

$
369,724


$
364,639


$
338,909Europe/Middle East


36,432



34,615



28,240Asia-Pacific


110,752



94,721



78,578$
516,908


$
493,975


$
445,727  66




---



##### Table of Contents



THERMADYNE
    HOLDINGS CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    December 31,


December 31,2008


2007Identifiable Assets (excluding working capital and intangibles):Americas

$
44,992


$
39,955Europe/Middle East


2,182



1,860Asia-Pacific


6,958



8,831$
54,132


$
50,646   19.
    Quarterly
    Results of Operations (Unaudited)  Discontinued Operations
    March 31


June 30


September 30


December 312008Continuing Operations:Net sales

$
130,767


$
142,135


$
139,373


$
104,633Gross profit


42,279



47,167



43,896



25,711Operating income


14,109



16,772



12,881



172Income (loss) applicable to common shares:Continuing operations


4,717



6,245



3,038



(3,477
)Discontinued operations


(192
)


(283
)


(320
)


980Net income

$
4,525


$
5,962


$
2,718


$
(2,497
)Basic income (loss) per share applicable to common
    shares:(1)Continuing operations

$
0.35


$
0.47


$
0.22


$
(0.25
)Discontinued operations


(0.01
)


(0.03
)


(0.02
)


0.07Net income

$
0.34


$
0.44


$
0.20


$
(0.18
)Diluted income (loss) per share applicable to common
    shares:(1)Continuing operations

$
0.35


$
0.47


$
0.22


$
(0.26
)Discontinued operations


(0.01
)


(0.03
)


(0.02
)


0.07Net income

$
0.34


$
0.44


$
0.20


$
(0.19
)   67




---



##### Table of Contents



THERMADYNE
    HOLDINGS CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  March 31


June 30


September 30


December 312007Continuing Operations:Net sales

$
116,107


$
127,181


$
125,686


$
125,001Gross profit


37,800



37,736



37,948



40,869Operating income


10,983



10,458



10,225



12,646Income (loss) applicable to common shares:Continuing operations


1,263



1,472



1,531



6,370Discontinued operations


141



176



(485
)


(1,803
)Net loss

$
1,404


$
1,648


$
1,046


$
4,567Basic income (loss) per share applicable to common
    shares:(1)Continuing operations

$
0.10


$
0.11


$
0.11


$
0.48Discontinued operations


0.01



0.01



(0.04
)


(0.13
)Net loss

$
0.11


$
0.12


$
0.07


$
0.35Diluted income (loss) per share applicable to common
    shares:(1)Continuing operations

$
0.10


$
0.11


$
0.11


$
0.47Discontinued operations


0.01



0.01



(0.04
)


(0.13
)Net loss

$
0.11


$
0.12


$
0.07


$
0.34     (1)
    
    Earnings per share are computed independently for each of the
    quarters presented. Therefore, the sum of the quarterly net
    earnings per share will not necessarily equal the total for the
    year.  20.
    Minority
    Interests       68




---



##### Table of Contents



THERMADYNE
    HOLDINGS CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  21.
    Acquisitions
    of Joint Venture Interest    22.
    Restructuring
    and Other Charges      23.
    Condensed
    Consolidating Financial Statements  1 4
  1 4
  1 4 Rule 3-10 Regulation S-X.
 69




---



##### Table of Contents



THERMADYNE
    HOLDINGS CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  THERMADYNE
    HOLDINGS CORPORATION
  CONDENSED
    CONSOLIDATING BALANCE SHEET
    DECEMBER 31, 2008
  ParentThermadyneHoldings





Non-Corporation


Guarantors


Guarantors


Eliminations


ConsolidatedASSETSCurrent Assets:Cash and cash equivalents

$



$
6,301


$
5,615


$



$
11,916Accounts receivable, net






63,760



8,284







72,044Inventories






90,220



12,259







102,479Prepaid expenses and other






4,653



790







5,443Assets held for sale










916







916Current deferred tax assets






2,277











2,277Total current assets






167,211



27,864







195,075Property, plant and equipment, net






43,295



4,206







47,501Goodwill






184,043











184,043Intangibles, net






53,166



7,617







60,783Other assets


5,541



1,426











6,967Investment in and advances to subsidiaries


191,869











(191,869
)


Total assets

$
197,410


$
449,141


$
39,687


$
(191,869
)

$
494,369LIABILITIES AND SHAREHOLDERS EQUITY (DEFICIT)Current Liabilities:Working capital

$



$
32,531


$



$



$
32,531Current maturities of long-term obligations






1,702



358







2,060Accounts payable






26,132



4,691







30,823Accrued and other liabilities






26,673



1,622







28,295Accrued interest


6,412



146











6,558Income taxes payable






2,798



51







2,849Deferred tax liability






3,253











3,253Liabilities applicable to assets held for sale










5,266







5,266Total current liabilities


6,412



93,235



11,988







111,635Long-term obligations, less current maturities


175,000



23,761



693







199,454Deferred tax liabilities






47,292











47,292Other long-term liabilities


2,991



14,155



539







17,685Minority interest


















Shareholders equity (deficit):Common stock


135















135Additional
    paid-in-capital


189,256















189,256Retained earnings (accumulated deficit)


(69,244
)


34,540



(67,892
)


33,351



(69,245
)Accumulated other comprehensive income (loss)


(1,843
)


(16,066
)


(4,060
)


20,126



(1,843
)Total shareholders equity (deficit)


118,304



18,474



(71,952
)


53,477



118,303Net equity (deficit) and advances to / from subsidiaries


(105,297
)


252,224



98,419



(245,346
)


Total liabilities and shareholders equity (deficit)

$
197,410


$
449,141


$
39,687


$
(191,869
)

$
494,369  70




---



##### Table of Contents



THERMADYNE
    HOLDINGS CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  THERMADYNE
    HOLDINGS CORPORATION
  CONDENSED
    CONSOLIDATING BALANCE SHEET
    DECEMBER 31, 2007
  ParentThermadyneHoldings





Non-Corporation


Guarantors


Guarantors


Eliminations


ConsolidatedASSETSCurrent Assets:Cash and cash equivalents

$



$
14,636


$
1,523


$



$
16,159Accounts receivable, net






75,163



8,689







83,852Inventories


(115
)


80,449



10,627







90,961Prepaid expenses and other






5,271



876







6,147Assets held for sale










2,023







2,023Current deferred tax assets






2,721











2,721Total current assets


(115
)


178,240



23,738







201,863Property, plant and equipment, net






36,464



7,892







44,356Goodwill






182,163











182,163Intangibles, net






58,195



5,009







63,204Other assets


4,170



1,671











5,841Investment in and advances to subsidiaries


181,271











(181,271
)


Total assets

$
185,326


$
456,733


$
36,639


$
(181,271
)

$
497,427LIABILITIES AND SHAREHOLDERS EQUITY (DEFICIT)Current Liabilities:Working capital

$



$
12,658


$



$



$
12,658Current maturities of long-term obligations






8,578



200







8,778Accounts payable






27,636



3,941







31,577Accrued and other liabilities






26,736



2,090







28,826Accrued interest


7,741



291











8,032Income taxes payable






4,178



486







4,664Deferred tax liability






2,667











2,667Liabilities applicable to assets held for sale










7,417







7,417Total current liabilities


7,741



82,744



14,134







104,619Long-term obligations, less current maturities


175,000



37,650



492







213,142Deferred tax liabilities






44,306











44,306Other long-term liabilities


296



12,136



557







12,989Minority interest










287







287Shareholders equity (deficit):Common stock


134















134Additional
    paid-in-capital


186,830















186,830Retained earnings (accumulated deficit)


(79,953
)


11,306



(71,860
)


60,554



(79,953
)Accumulated other comprehensive income (loss)


15,073



(12,296
)


20,937



(8,641
)


15,073Total shareholders equity (deficit)


122,084



(990
)


(50,923
)


51,913



122,084Net equity (deficit) and advances to / from subsidiaries


(119,795
)


280,887



72,092



(233,184
)


Total liabilities and shareholders equity (deficit)

$
185,326


$
456,733


$
36,639


$
(181,271
)

$
497,427  71




---



##### Table of Contents



THERMADYNE
    HOLDINGS CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  THERMADYNE
    HOLDINGS CORPORATION
  CONDENSED
    CONSOLIDATING STATEMENT OF OPERATIONS
    YEAR ENDED DECEMBER 31, 2008
  ParentThermadyneHoldings





Non-Corporation


Guarantors


Guarantors


Eliminations


ConsolidatedNet sales

$



$
589,422


$
49,774


$
(122,288
)

$
516,908Cost of goods sold






443,662



36,792



(122,599
)


357,855Gross margin






145,760



12,982



311



159,053Selling, general and administrative expenses


180



104,364



7,578







112,122Amortization of intangibles






2,675











2,675Net periodic postretirement benefits






322











322Operating income (loss)


(180
)


38,399



5,404



311



43,934Other income (expense):Interest, net


(16,125
)


(4,121
)


(58
)






(20,304
)Amortization of deferred financing costs


(500
)


(438
)










(938
)Equity in net income (loss) of subsidiaries


27,513











(27,513
)


Minority interest






(37
)


(43
)






(80
)Income (loss) from continuing operations before income tax
    provision and discontinued operations


10,708



33,803



5,303



(27,202
)


22,612Income tax provision






10,569



1,520







12,089Income (loss) from continuing operations


10,708



23,234



3,783



(27,202
)


10,523Loss from discontinued operations, net of tax










185







185Net income (loss)

$
10,708


$
23,234


$
3,968


$
(27,202
)

$
10,708  72




---



##### Table of Contents



THERMADYNE
    HOLDINGS CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  THERMADYNE
    HOLDINGS CORPORATION
  CONDENSED
    CONSOLIDATING STATEMENT OF OPERATIONS
    YEAR ENDED DECEMBER 31, 2007
  ParentThermadyneHoldings





Non-Corporation


Guarantors


Guarantors


Eliminations


ConsolidatedNet sales

$



$
557,801


$
29,338


$
(93,164
)

$
493,975Cost of goods sold






411,673



21,225



(93,276
)


339,622Gross margin






146,128



8,113



112



154,353Selling, general and administrative expenses


1,609



99,527



4,897







106,033Amortization of intangibles






2,921











2,921Net periodic postretirement benefits






1,087











1,087Operating income (loss)


(1,609
)


42,593



3,216



112



44,312Other income (expense):Interest, net


(18,731
)


(8,146
)


78







(26,799
)Amortization of deferred financing costs


(500
)


(944
)










(1,444
)Equity in net income (loss) of subsidiaries


29,505











(29,505
)


Minority interest






82











82Income (loss) from continuing operations before income tax
    provision and discontinued operations


8,665



33,585



3,294



(29,393
)


16,151Income tax provision






3,646



1,869







5,515Income (loss) from continuing operations


8,665



29,939



1,425



(29,393
)


10,636Loss from discontinued operations, net of tax










(1,971
)






(1,971
)Net income (loss)

$
8,665


$
29,939


$
(546
)

$
(29,393
)

$
8,665  73




---



##### Table of Contents



THERMADYNE
    HOLDINGS CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  THERMADYNE
    HOLDINGS CORPORATION
  CONDENSED
    CONSOLIDATING STATEMENT OF OPERATIONS
    YEAR ENDED DECEMBER 31, 2006
  ParentThermadyneHoldings





Non-Corporation


Guarantors


Guarantors


Eliminations


ConsolidatedNet sales

$



$
502,291


$
27,380


$
(83,944
)

$
445,727Cost of goods sold






376,913



21,168



(83,029
)


315,052Gross margin






125,378



6,212



(915
)


130,675Selling, general and administrative expenses


2,904



102,005



4,654







109,563Amortization of intangibles






2,890



4







2,894Net periodic postretirement benefits






(11,755
)










(11,755
)Operating income (loss)


(2,904
)


32,238



1,554



(915
)


29,973Other income (expense):Interest, net


(17,459
)


(8,929
)


(124
)






(26,512
)Amortization of deferred financing costs


(500
)


(844
)










(1,344
)Equity in net income (loss) of subsidiaries


(2,184
)










2,184



Minority interest






(44
)










(44
)Income (loss) from continuing operations before income tax
    provision and discontinued operations


(23,047
)


22,421



1,430



1,269



2,073Income tax provision (benefit)






(1,470
)


1,065







(405
)Income (loss) from continuing operations


(23,047
)


23,891



365



1,269



2,478Loss from discontinued operations, net of tax










(25,525
)






(25,525
)Net income (loss)

$
(23,047
)

$
23,891


$
(25,160
)

$
1,269


$
(23,047
)  74




---



##### Table of Contents



THERMADYNE
    HOLDINGS CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  THERMADYNE
    HOLDINGS CORPORATION
  CONDENSED
    CONSOLIDATING STATEMENT OF CASH FLOWS
    YEAR ENDED DECEMBER 31, 2008
  ParentThermadyneHoldings





Non-Corporation


Guarantors


Guarantors


Eliminations


ConsolidatedCash flows from continuing operations:Net cash provided by (used in) operating activities

$
9,765


$
30,417


$
4,666


$
(27,203
)

$
17,645Cash flows from investing activities:Capital expenditures






(15,688
)


2,295







(13,393
)Proceeds from sales of assets










500







500Purchase of minority interest










(838
)






(838
)Purchase of outside interest in joint venture










(3,055
)






(3,055
)Other


(253
)


(67
)


(437
)






(757
)Net cash provided by (used in) investing activities


(253
)


(15,755
)


(1,535
)






(17,543
)Cash flows from financing activities:Borrowings under revolving credit facility






27,751











27,751Repayments under revolving credit facility






(7,878
)










(7,878
)Borrowings of other credit facilities


















Repayments of other credit facilities






(23,185
)


396







(22,789
)Advances to/from discontinued operations


(11,939
)


(18,691
)


770



27,203



(2,657
)Other


2,427



(7
)










2,420Net cash provided by (used in) financing activities


(9,512
)


(22,010
)


1,166



27,203



(3,153
)Effect of exchange rate changes on cash and cash equivalents






(988
)


(204
)






(1,192
)Net cash provided by (used in) continuing operations






(8,336
)


4,093







(4,243
)Cash flows from discontinued operations:Net cash used in operating activities










(2,574
)






(2,574
)Net cash provided by investing activities










500







500Net cash provided by financing activities










2,538







2,538Effect of exchange rate changes on cash and cash equivalents










(155
)






(155
)Net cash used in discontinued operations










309







309Total increase (decrease) in cash and cash equivalents






(8,336
)


4,402







(3,934
)Total cash and cash equivalents beginning of period






14,637



1,798







16,435Total cash and cash equivalents end of period

$



$
6,301


$
6,200


$



$
12,501  75




---



##### Table of Contents



THERMADYNE
    HOLDINGS CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  THERMADYNE
    HOLDINGS CORPORATION
  CONDENSED
    CONSOLIDATING STATEMENT OF CASH FLOWS
    YEAR ENDED DECEMBER 31, 2007
  ParentThermadyneHoldings





Non-Corporation


Guarantors


Guarantors


Eliminations


ConsolidatedCash flows from continuing operations:Net cash provided by (used in) operating activities

$
9,140


$
52,190


$
(28,083
)

$
(10,234
)

$
23,013Cash flows from investing activities:Capital expenditures






(10,013
)


(1,345
)






(11,358
)Proceeds from sales of assets






13,783











13,783Acquisition of minority interest














Other






(487
)










(487
)Net cash provided by (used in) investing activities






3,283



(1,345
)






1,938Cash flows from financing activities:Borrowings under revolving credit facility






20,041











20,041Repayments under revolving credit facility






(24,989
)










(24,989
)Borrowings of other credit facilities


















Repayments of other credit facilities






(15,415
)


(1,310
)






(16,725
)Changes in net equity and advances to / from discontinued
    operations


(11,166
)


(29,343
)


29,438



10,234



(837
)Other


2,026



(362
)










1,664Net cash provided by (used in) financing activities


(9,140
)


(50,068
)


28,128



10,234



(20,846
)Effect of exchange rate changes on cash and cash equivalents






25



719







744Net cash provided by (used in) continuing operations






5,430



(581
)






4,849Cash flows from discontinued operations:Net cash provided by operating activities










812







812Net cash used in investing activities










5,084







5,084Net cash provided by financing activities










(5,650
)






(5,650
)Effect of exchange rate changes on cash and cash equivalents










30







30Net cash provided by discontinued operations










276







276Total increase (decrease) in cash and cash equivalents






5,430



(305
)






5,125Total cash and cash equivalents beginning of period






9,207



2,103







11,310Total cash and cash equivalents end of period

$



$
14,637


$
1,798


$



$
16,435  76




---



##### Table of Contents



THERMADYNE
    HOLDINGS CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  THERMADYNE
    HOLDINGS CORPORATION
  CONDENSED
    CONSOLIDATING STATEMENT OF CASH FLOWS
    YEAR ENDED DECEMBER 31, 2006
  ParentThermadyneHoldings





Non-Corporation


Guarantors


Guarantors


Eliminations


ConsolidatedCash flows from continuing operations:Net cash provided by (used in) operating activities

$
(22,250
)

$
6,016


$
(26,035
)

$
26,803


$
(15,466
)Cash flows from investing activities:Capital expenditures






(7,270
)


(1,229
)






(8,499
)Proceeds from sales of assets






17,753



659







18,412Acquisition of minority interest






(1,981
)


(1,973
)






(3,954
)Net cash provided by (used in) investing activities






8,502



(2,543
)






5,959Cash flows from financing activities:Borrowings under revolving credit facility






9,357











9,357Repayments under revolving credit facility






(23,547
)










(23,547
)Borrowings of other credit facilities






19,091



909







20,000Repayments of other credit facilities






(7,790
)










(7,790
)Changes in net equity and advances to / from subsidiaries


20,987



(18,211
)


24,027



(26,803
)


Changes in net equity and advances to / from discontinued
    operations






8,330











8,330Other


1,263



(348
)










915Net cash provided by (used in) financing activities


22,250



(13,118
)


24,936



(26,803
)


7,265Effect of exchange rate changes on cash and cash equivalents






1,215



(850
)






365Net cash provided by (used in) continuing operations






2,615



(4,492
)






(1,877
)Cash flows from discontinued operations:Net cash provided by operating activities










8,008







8,008Net cash used in investing activities










(342
)






(342
)Net cash used in financing activities










(9,854
)






(9,854
)Effect of exchange rate changes on cash and cash equivalents










(187
)






(187
)Net cash used in discontinued operations










(2,375
)






(2,375
)Total increase (decrease) in cash and cash equivalents






2,615



(6,867
)






(4,252
)Total cash and cash equivalents beginning of period






6,591



8,971







15,562Total cash and cash equivalents end of period

$



$
9,206


$
2,104


$



$
11,310  77




---



##### Table of Contents



SIGNATURES      By:
    /s/  STEVEN
    A. SCHUMM   Senior Vice President, Chief Financial and 
    Administrative Officer
      Name

Title

Date/s/  PAUL
    D. MELNUKPaul
    D. Melnuk

Director, Chairman of the Board and Chief Executive (Principal
    Executive Officer)

March 10, 2009/s/  STEVEN
    A. SCHUMMSteven
    A. Schumm

Senior Vice President, Chief Financial and Administrative
    Officer (Principal Financial and Accounting Officer)

March 10, 2009/s/  JAMES
    B. GAMACHEJames
    B. Gamache

Director

March 10, 2009/s/  MARNIE
    S. GORDONMarnie
    S. Gordon

Director

March 10, 2009/s/  BRADLEY
    G. PATTELLIBradley
    G. Pattelli

Director

March 10, 2009/s/  J.
    JOE ADORJANJ.
    Joe Adorjan

Director

March 10, 2009/s/  ANDREW
    L. BERGERAndrew
    L. Berger

Director

March 10, 2009  78




---



##### Table of Contents



THERMADYNE
    HOLDINGS CORPORATION
  2008
    10-K
    EXHIBIT INDEX
  ExhibitNo.



Exhibit2
.1



First Amended and Restated Disclosure Statement, dated January
    17, 2003, Solicitation of Votes on the Debtors First
    Amended and Restated Joint Plan of Reorganization Under Chapter
    11 of the Bankruptcy Code of Thermadyne Holdings Corporation
    (the Company) and its wholly owned direct and
    indirect subsidiaries, Thermadyne Mfg. LLC, Thermadyne Capital
    Corp., Thermadyne Industries, Inc., Victor Equipment Company,
    Thermadyne International Corp., Thermadyne Cylinder Co., Thermal
    Dynamics Corporation, C&G Systems Holding, Inc., MECO
    Holding Company, Tweco Products, Inc., Tag Realty, Inc.,
    Victor-Coyne International, Inc., Victor Gas Systems, Inc.,
    Stoody Company, Thermal Arc, Inc., C&G Systems, Inc.,
    Marison Cylinder Company, Wichita Warehouse Corporation, Coyne
    Natural Gas Systems, Inc., and Modern Engineering Company, Inc.
    (incorporated by reference to the Companys Current Report
    on Form 8-K (File No. 0-23378) filed on February 6, 2003).2
.2



First Amended and Restated Plan of Reorganization dated January
    17, 2003 (incorporated by reference to the Companys
    Current Report on Form 8-K (File No. 0-23378) filed on April 11,
    2003).2
.3



Confirmation Order dated April 3, 2003 and signed by the
    Bankruptcy Court (incorporated by reference to the
    Companys Current Report on Form 8-K (File No. 0-23378)
    filed on April 11, 2003).3
.1



Amended and Restated Certificate of Incorporation of the Company
    dated as of May 23, 2003 (incorporated by reference to the
    Companys Quarterly Report on Form 10-Q (File No. 0-23378)
    for the quarter ended June 30, 2003).3
.2



Amended and Restated Bylaws of the Company dated as of March 29,
    2007 (incorporated by reference to the Companys Annual
    Report on Form 10-K (File No. 0-23378) for the year ended
    December 31, 2006).4
.1



Indenture dated as of February 5, 2004 among the Company, as
    issuer, the subsidiary guarantors named therein and U.S. Bank
    National Association, as trustee (incorporated by reference to
    the Companys Annual Report on Form 10-K (File No. 0-23378)
    for the year ended December 31, 2003).4
.2



Second Lien Credit Agreement dated as of July 29, 2004 by and
    among Thermadyne Industries, Inc., Thermal Dynamics Corporation,
    Tweco Products, Inc., Victor Equipment Company, C&G
    Systems, Inc., Stoody Company, Thermal Arc, Inc., ProTip
    Corporation, and Thermadyne International Corp., as borrowers,
    the guarantors party thereto, the lenders parties thereto, and
    Credit Suisse First Boston, as administrative agent and
    collateral agent, and Credit Suisse First Boston, as sole lead
    arranger and sole book running manager (incorporated by
    reference to the Companys Quarterly Report on
    Form 10-Q (File No. 0-23378) for the quarter ended June 30,
    2004).4
.3



Amendment No. 1 and Agreement dated as of September 30, 2004 to
    the Second Lien Credit Agreement by and among Thermadyne
    Industries, Inc., Thermal Dynamics Corporation, Tweco Products,
    Inc., Victor Equipment Company, C&G Systems, Inc., Stoody
    Company, Thermal Arc, Inc., ProTip Corporation, and Thermadyne
    International Corp., as borrowers, the guarantors party thereto,
    the lenders parties thereto, and Credit Suisse First Boston, as
    administrative agent and collateral agent (incorporated by
    reference to the Companys Quarterly Report on Form 10-Q
    (File No. 0-23378) for the quarter ended September 30, 2004).4
.4



Amendment No. 2 and Joinder Agreement dated as of November 22,
    2004 by and among Thermadyne Industries, Inc., Thermal Dynamics
    Corporation, Tweco Products, Inc., Victor Equipment Company,
    C&G Systems, Inc., Stoody Company, Thermal Arc, Inc.,
    ProTip Corporation, and Thermadyne International Corp., as
    borrowers, the guarantors party thereto, the lenders parties
    thereto, and Credit Suisse First Boston, as administrative agent
    and collateral agent (incorporated by reference to the
    Companys Current Report on Form 8-K (File No. 0-23378)
    filed on November 24, 2004).4
.5



Amendment No. 3 and Consent to the Second Lien Credit Agreement
    dated as of January 3, 2005 among Thermadyne Industries, Inc.,
    Thermal Dynamics Corporation, Tweco Products, Inc., Victor
    Equipment Company, C&G Systems, Inc., Stoody Company,
    Thermal Arc, Inc., ProTip Corporation, and Thermadyne
    International Corp., as borrowers, the guarantors party thereto,
    the lenders parties thereto, and Credit Suisse First Boston, as
    administrative agent and collateral agent (incorporated by
    reference to the Companys Annual Report on Form 10-K (File
    No. 0-23378) for the year ended December 31, 2004). 79




---



##### Table of Contents



ExhibitNo.



Exhibit4
.6



Amendment No. 4 to the Second Lien Credit Agreement dated as of
    March 16, 2005 among Thermadyne Industries, Inc., Thermal
    Dynamics Corporation, Tweco Products, Inc., Victor Equipment
    Company, C&G Systems, Inc., Stoody Company, Thermal Arc,
    Inc., ProTip Corporation, and Thermadyne International Corp., as
    borrowers, the guarantors party thereto, the lenders parties
    thereto, and Credit Suisse First Boston, as administrative agent
    and collateral agent (incorporated by reference to the
    Companys Current Report on Form 8-K (File No. 0-23378)
    filed on March 17, 2005).4
.7



Amendment No. 5 to the Second Lien Credit Agreement dated as of
    March 30, 2005 among Thermadyne Industries, Inc., Thermal
    Dynamics Corporation, Tweco Products, Inc., Victor Equipment
    Company, C&G Systems, Inc., Stoody Company, Thermal Arc,
    Inc., ProTip Corporation, and Thermadyne International Corp., as
    borrowers, the guarantors party thereto, the lenders parties
    thereto, and Credit Suisse First Boston, as administrative agent
    and collateral agent (incorporated by reference to the
    Companys Annual Report on Form 10-K (File No. 0-23378) for
    the year ended December 31, 2004).4
.8



Amendment No. 6 to the Second Lien Credit Agreement dated as of
    March 31, 2005 by and among Thermadyne Industries, Inc., Thermal
    Dynamics Corporation, Tweco Products, Inc., Victor Equipment
    Company, C&G Systems, Inc., Stoody Company, Thermal Arc,
    Inc., ProTip Corporation, and Thermadyne International Corp., as
    borrowers, the guarantors signatory thereto, the lenders parties
    thereto, and Credit Suisse First Boston, as administrative agent
    and collateral agent (incorporated by reference to the
    Companys Quarterly Report on Form 10-Q (File No. 0-23378)
    for the quarter ended June 30, 2005).4
.9



Amendment No. 7 to the Second Lien Credit Agreement dated as of
    July 1, 2005 by and among Thermadyne Industries, Inc., Thermal
    Dynamics Corporation, Tweco Products, Inc., Victor Equipment
    Company, C&G Systems, Inc., Stoody Company, Thermal Arc,
    Inc., ProTip Corporation, and Thermadyne International Corp., as
    borrowers, the guarantors signatory thereto, the lenders parties
    thereto, and Credit Suisse, as administrative agent and
    collateral agent (incorporated by reference to the
    Companys Quarterly Report on Form 10-Q (File No. 0-23378)
    for the quarter ended June 30, 2005).4
.10



Amendment No. 8 to the Second Lien Credit Agreement dated as of
    August 8, 2005 by and among Thermadyne Industries, Inc., Thermal
    Dynamics Corporation, Tweco Products, Inc., Victor Equipment
    Company, C&G Systems, Inc., Stoody Company, Thermal Arc,
    Inc., ProTip Corporation, and Thermadyne International Corp., as
    borrowers, the guarantors signatory thereto, the lenders parties
    thereto, and Credit Suisse, as administrative agent and
    collateral agent (incorporated by reference to the
    Companys Quarterly Report on Form 10-Q (File No. 0-23378)
    for the quarter ended June 30, 2005).4
.11



Amendment No. 9 dated as of October 7, 2005, to the Second Lien
    Credit Agreement among the Company, Thermadyne Industries, Inc.
    and certain of its subsidiaries and Credit Suisse, as
    administrative agent and collateral agent and the lenders party
    thereto (incorporated by reference to the Companys
    Quarterly Report on Form 10-Q (File No. 0-23378) for the quarter
    ended September 30, 2005).4
.12



Amendment No. 10 dated as of November 7, 2005, to the Second
    Lien Credit Agreement among the Company, Thermadyne Industries,
    Inc. and certain of its subsidiaries and Credit Suisse, as
    administrative agent and collateral agent and the lenders party
    thereto (incorporated by reference to the Companys
    Quarterly Report on Form 10-Q (File No. 0-23378) for the quarter
    ended September 30, 2005).4
.13



Amendment No. 11 and Agreement dated as of December 29, 2005, to
    the Second Lien Credit Agreement among the Company, Thermadyne
    Industries, Inc. and certain of its subsidiaries and Credit
    Suisse as Administrative Agent and Collateral Agent and the
    lenders party thereto (incorporated by reference to the
    Companys Current Report on Form 8-K (File No. 0-23378)
    filed on January 5, 2006).4
.14



Amendment No. 12 Waiver and Consent dated as of March 9, 2006,
    to the Second Lien Credit Agreement among the Company,
    Thermadyne Industries, Inc. and certain of its subsidiaries and
    Credit Suisse, as administrative agent and collateral agent and
    the lenders party thereto (incorporated by reference to the
    Companys Annual Report on Form 10-K (File No. 0-23378) for
    the year ended December 31, 2006). 80




---



##### Table of Contents



ExhibitNo.



Exhibit4
.15



Amendment No. 13 to the Second Lien Credit Agreement dated April
    5, 2006 among the Company, Thermadyne Industries, Inc. and
    certain of their subsidiaries and Credit Suisse First Boston, as
    administrative agent and collateral agent (incorporated by
    reference to the Companys Current Report on Form 8-K (File
    No. 0-23378) filed on April 11, 2006).4
.16



Amendment No. 14 and consent dated as of May 9, 2006 to the
    Second Lien Credit Agreement among the Company, Thermadyne
    Industries, Inc. and certain of its subsidiaries as borrowers,
    the guarantors signatory thereto, and Credit Suisse, as
    administrative agent and collateral agent (incorporated by
    reference to the Companys Current Report on Form 8-K (File
    No. 0-22378) filed on May 10, 2006).4
.17



Amendment No. 15 and consent dated as of June 20, 2006 to the
    Second Lien Credit Agreement among Thermadyne Industries, Inc.
    and certain of its subsidiaries as borrowers, the guarantors
    signatory thereto, and Credit Suisse as administrative agent and
    collateral agent (incorporated by reference to the
    Companys Current Report on Form 8-K (File No. 0-23378)
    filed on June 26, 2006).4
.18



Amendment No. 16 Waiver and Agreement dated as of July 21, 2006
    to the Second Lien Credit Agreement among the Company,
    Thermadyne Industries, Inc. and certain of its subsidiaries as
    borrowers, the guarantors signatory thereto, and Credit Suisse
    as administrative agent and collateral agent (incorporated by
    reference to the Companys Current Report on Form 8-K (File
    No. 0-23398) filed on July 21, 2006).4
.19



Amendment No. 17 dated as of January 30, 2007 to the Second Lien
    Credit Agreement among the Company, Thermadyne Industries, Inc.
    and certain of its subsidiaries as borrowers, the guarantors
    signatory thereto, and Credit Suisse as administrative agent and
    collateral agent (incorporated by reference to the
    Companys Annual Report on Form 10-K (File No. 0-23378) for
    the year ended December 31, 2006).4
.20



Amendment No. 18 Limited Waiver and Consent dated as of March
    29, 2007 to the Second Lien Credit Agreement among the Company,
    Thermadyne Industries, Inc. and certain of its subsidiaries as
    borrowers, the guarantors signatory thereto, and Credit Suisse
    as administrative agent and collateral agent (incorporated by
    reference to the Companys Annual Report on Form 10-K (File
    No. 0-23378) for the year ended December 31, 2007).4
.21



Amendment No. 19 and Waiver dated as of June 29, 2007 to the
    Second Lien Credit Agreement among the Company, Thermadyne
    Industries, Inc. and certain of its subsidiaries as borrowers,
    the guarantors signatory thereto, and Credit Suisse as
    administrative agent and collateral agent (incorporated by
    reference to the Companys Current Report on Form 8-K (File
    No. 0-23398) filed on July 2, 2007).4
.22



Second Amended and Restated Credit Agreement dated as of
    November 22, 2004 by and among Thermadyne Industries, Inc.,
    Thermal Dynamics Corporation, Tweco Products, Inc., Victor
    Equipment Company, C&G Systems, Inc., Stoody Company,
    Thermal Arc, Inc., ProTip Corporation, and Thermadyne
    International Corp., as borrowers, the credit parties signatory
    thereto, the lenders signatory thereto, and General Electric
    Capital Corporation, as agent and lender, and GECC Capital
    Markets Group, Inc., as lead arranger (Incorporated by reference
    to the Companys Current Report on Form 8-K (File No.
    0-23378) filed on November 24, 2004).4
.23



First Amendment and Consent to Second Amended and Restated
    Credit Agreement dated December 21, 2004 by and among Thermadyne
    Industries, Inc., Thermal Dynamics Corporation, Tweco Products,
    Inc., Victor Equipment Company, C&G Systems, Inc., Stoody
    Company, Thermal Arc, Inc., ProTip Corporation, and Thermadyne
    International Corp., as borrowers, the credit parties signatory
    thereto, the lenders signatory thereto, and General Electric
    Capital Corporation, as agent and lender (incorporated by
    reference to the Companys Annual Report on Form 10-K (File
    No. 0-23378) for the year ended December 31, 2004).4
.24



Second Amendment to Second Amended and Restated Credit Agreement
    dated as of March 16, 2005 by and among Thermadyne Industries,
    Inc., Thermal Dynamics Corporation, Tweco Products, Inc., Victor
    Equipment Company, C&G Systems, Inc., Stoody Company,
    Thermal Arc, Inc., ProTip Corporation, and Thermadyne
    International Corp., as borrowers, the credit parties signatory
    thereto, the lenders signatory thereto, and General Electric
    Capital Corporation, as agent and lender (incorporated by
    reference to the Companys Current Report on Form 8-K (File
    No. 0-23378) filed on March 17, 2005). 81




---



##### Table of Contents



ExhibitNo.



Exhibit4
.25



Third Amendment to Second Amended and Restated Credit Agreement
    dated as of March 30, 2005 by and among Thermadyne Industries,
    Inc., Thermal Dynamics Corporation, Tweco Products, Inc., Victor
    Equipment Company, C&G Systems, Inc., Stoody Company,
    Thermal Arc, Inc., ProTip Corporation, and Thermadyne
    International Corp., as borrowers, the credit parties signatory
    thereto, the lenders signatory thereto, and General Electric
    Capital Corporation, as agent and lender (incorporated by
    reference to the Companys Annual Report on Form 10-K (File
    No. 0-23378) for the year ended December 31, 2004).4
.26



Fourth Amendment to Second Amended and Restated Credit Agreement
    dated as of March 31, 2005 by and among Thermadyne Industries,
    Inc., Thermal Dynamics Corporation, Tweco Products, Inc., Victor
    Equipment Company, C&G Systems, Inc., Stoody Company,
    Thermal Arc, Inc., ProTip Corporation, and Thermadyne
    International Corp., as borrowers, the credit parties signatory
    thereto, the lenders signatory thereto, and General Electric
    Capital Corporation, as agent (incorporated by reference to the
    Companys Quarterly Report on Form 10-Q (File No. 0-23378)
    for the quarter ended June 30, 2005).4
.27



Fifth Amendment to Second Amendment and Restated Credit
    Agreement dated as of July 1, 2005, by and among Thermadyne
    Industries, Inc., Thermal Dynamics Corporation, Tweco Products,
    Inc., Victor Equipment Company, C&G Systems, Inc., Stoody
    Company, Thermal Arc, Inc., ProTip Corporation, and Thermadyne
    International Corp., as borrowers, the credit parties signatory
    thereto, the lenders signatory thereto, and General Electric
    Capital Corporation, as agent (incorporated by reference to the
    Companys Quarterly Report on Form 10-Q (File No. 0-23378)
    for the quarter ended June 30, 2005).4
.28



Sixth Amendment to Second Amended and Restated Credit Agreement
    dated as of July 27, 2005, by and among Thermadyne Industries,
    Inc., Thermal Dynamics Corporation, Tweco Products, Inc., Victor
    Equipment Company, C&G Systems, Inc., Stoody Company,
    Thermal Arc, Inc., ProTip Corporation, and Thermadyne
    International Corp., as borrowers, the credit parties signatory
    thereto, the lenders signatory thereto, and General Electric
    Capital Corporation, as agent (incorporated by reference to the
    Companys Quarterly Report on Form 10-Q (File No. 0-23378)
    for the quarter ended June 30, 2005).4
.29



Seventh Amendment to Second Amended and Restated Credit
    Agreement dated as of August 5, 2005, by and among Thermadyne
    Industries, Inc., Thermal Dynamics Corporation, Tweco Products,
    Inc., Victor Equipment Company, C&G Systems, Inc., Stoody
    Company, Thermal Arc, Inc., ProTip Corporation, and Thermadyne
    International Corp., as borrowers, the credit parties signatory
    thereto, the lenders signatory thereto, and General Electric
    Capital Corporation, as agent (incorporated by reference to the
    Companys Quarterly Report on Form 10-Q (File No. 0-23378)
    for the quarter ended June 30, 2005).4
.30



Eighth Amendment to the Second Amended and Restated Credit
    Agreement, executed as of October 5, 2005, by and among the
    Company, Thermadyne Industries, Inc. and certain of its
    subsidiaries and General Electric Capital Corporation, as agent
    and lender and the lenders party thereto (incorporated by
    reference to the Companys Quarterly Report on Form 10-Q
    (File No. 0-23378) for the quarter ended September 30, 2005).4
.31



Limited Consent and Ninth Amendment to the Second Amended and
    Restated Credit Agreement dated as of November 7, 2005, by and
    among the Company, Thermadyne Industries, Inc., and certain of
    its subsidiaries and General Electric Capital Corporation as
    agent and lender (incorporated by reference to the
    Companys Quarterly Report on Form 10-Q (File No. 0-23378)
    for the quarter ended September 30, 2005).4
.32



Limited Waiver and Tenth Amendment to the Second Amended and
    Restated Credit Agreement dated as of December 29, 2005, by and
    among the Company, Thermadyne Industries, Inc. and certain of
    its subsidiaries and General Electric Capital Corporation, as
    agent and lender and the lenders party thereto (incorporated by
    reference to the Companys Current Report on Form 8-K (File
    No. 0-23378) filed on January 5, 2006). 82




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##### Table of Contents



ExhibitNo.



Exhibit4
.33



Eleventh Amendment and Consent to the Second Amended and
    Restated Credit Agreement, dated as of March 8, 2006, by and
    among the Company, Thermadyne Industries, Inc. and certain of
    its subsidiaries and General Electric Corporation, as agent and
    lender and the lenders party thereto (incorporated by reference
    to the Companys Annual Report on Form 10-K (File No.
    0-23378) for the year ended December 31, 2006).4
.34



Twelfth Amendment to the Second Amended and Restated Credit
    Agreement dated as of May 3, 2006, by and among the Company,
    Thermadyne Industries, Inc., and General Electric Capital
    Corporation, as agent and lender (incorporated by reference to
    the Companys Current Report on Form 8-K (File No. 0-23378)
    filed on April 11, 2006).4
.35



Thirteenth Amendment to the Second Amended and Restated Credit
    Agreement dated as of May 3, 2006, by and among the Company,
    Thermadyne Industries, Inc., and General Electric Capital
    Corporation, as agent and lender (incorporated by reference to
    the Companys Annual Report on Form 10-K (File No. 0-23378)
    for the year ended December 31, 2006).4
.36



Limited Consent and Fourteenth Amendment to the Second Amended
    and Restated Credit Agreement dated as of May 9, 2006, by and
    among the Company, Thermadyne Industries, Inc. and certain of
    its subsidiaries and General Electric Corporation, as agent and
    lender and the lenders party thereto (incorporated by reference
    to the Companys Current Report on Form 8-K (File No.
    0-22378) filed on May 10, 2006).4
.37



Fifteenth Amendment to the Second Amended and Restated Credit
    Agreement, dated as of June 20, 2006, by and among the Company,
    Thermadyne Industries, Inc. and certain of its subsidiaries and
    General Electric Corporation, as agent and lender and the
    lenders party thereto (incorporated by reference to the
    Companys Current Report on Form 8-K (File No. 0-23378)
    filed on June 26, 2006).4
.38



Sixteenth Amendment and Limited Waiver to the Second Amended and
    Restated Credit Agreement, dated as of July 21, 2006, by and
    among the Company, Thermadyne Industries, Inc. and certain of
    its subsidiaries and General Electric Capital Corporation as
    agent and lender (incorporated by reference to the
    Companys Annual Report on Form 10-K (File No. 0-23378) for
    the year ended December 31, 2005).4
.39



Limited Waiver and Seventeenth Amendment to the Second Amended
    and Restated Credit Agreement, dated as of August 2, 2006, by
    and among the Company, Thermadyne Industries, Inc. and certain
    of its subsidiaries and General Electric Capital Corporation as
    agent and lender (incorporated by reference to the
    Companys Current Report on Form 8-K (File No. 0-23378)
    filed on August 3, 2006).4
.40



Eighteenth Amendment and Limited Waiver to the Second Amended
    and Restated Credit Agreement, dated as of October 30, 2006, by
    and among the Company, Thermadyne Industries, Inc. and certain
    of its subsidiaries and General Electric Capital Corporation as
    agent and lender (incorporated by reference to the
    Companys Annual Report on Form 10-K (File No. 0-23378) for
    the year ended December 31, 2006).4
.41



Nineteenth Amendment and Limited Waiver to the Second Amended
    and Restated Credit Agreement, dated as of December 26, 2006, by
    and among the Company, Thermadyne Industries, Inc. and certain
    of its subsidiaries and General Electric Capital Corporation as
    agent and lender (incorporated by reference to the
    Companys Annual Report on Form 10-K (File No. 0-23378) for
    the year ended December 31, 2006).4
.42



Third Amended and Restated Credit Agreement, dated as of June
    29, 2007, by and among the Company, Thermadyne Industries, Inc.
    and certain of its subsidiaries and General Electric Capital
    Corporation as agent and lender (incorporated by reference to
    the Companys Current Report on Form 8-K (File No. 0-23398)
    filed on July 2, 2007).4
.43



First Amendment to Third Amended and Restated Credit Agreement,
    dated as of October 7, 2008, by and among the Company, Thermal
    Dynamics Corporation, Victor Equipment Company, C & G
    Systems, Inc., Stoody Company, Thermadyne International Corp.,
    the other persons designated as credit parties on the signature
    pages thereof, General Electric Capital Corporation and the
    persons signatory thereto as lenders (incorporated by reference
    to the Companys Quarterly Report on Form 10-Q (File
    No. 0-23378) for the quarter ended September 30, 2008). 83




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##### Table of Contents



ExhibitNo.



Exhibit4
.44



Supplemental Indenture dated as of May 16, 2006 among the
    Company, the subsidiary guarantors named therein and U.S. Bank
    National Association as trustee (incorporated by reference to
    the Companys Current Report on Form 8-K (File No. 0-23378)
    filed on May 23, 2006).4
.45



Second Supplemental Indenture dated as of August 2, 2006 among
    the Company, the subsidiary guarantors named therein and U.S.
    Bank National Association as trustee (incorporated by reference
    to the Companys Current Report on Form 8-K (File No.
    0-23378) filed on August 3, 2006).10
.1



Registration Rights Agreement dated as of May 23, 2003 among the
    Company, Angelo Gordon & Co., L.P., Sigler & Co.,
    Silver Oak Capital, LLC, Credit Suisse First Boston and Goldman
    Sachs Credit Partners, L.P. (incorporated by reference to
    Exhibit 4.3 to the registrants Quarterly Report on Form
    10-Q (File No. 0-23378) for the quarter ended June 30, 2003).10
.2



Omnibus Agreement dated as of June 3, 1988, among Palco
    Acquisition Company (now Thermadyne Holdings Corporation) and
    its subsidiaries and National Warehouse Investment Company
    (incorporated by reference to the Companys Registration
    Statement on Form 10/A, Amendment No. 2 (File No. 0-23378) filed
    under Section 12(g) of the Exchange Act on April 28, 1994).10
.3



Escrow Agreement dated as of August 11, 1988, among National
    Warehouse Investment Company, Palco Acquisition Company (now
    Thermadyne Holdings Corporation) and Title Guaranty Escrow
    Services, Inc. (incorporated by reference to the Companys
    Registration Statement on Form 10/A, Amendment No. 2 (File No.
    0-23378) filed under Section 12(g) of the Exchange Act on April
    28, 1994).10
.4



Schedule of substantially identical lease agreements
    (incorporated by reference to the Companys Registration
    Statement on Form 10/A, Amendment No. 2 (File No. 0-23378) filed
    under Section 12(g) of the Exchange Act on April 28, 1994).10
.5



Amended and Restated Continuing Lease Guaranty, made as of
    August 11, 1988, by Palco Acquisition Company (now Thermadyne
    Holdings Corporation) for the benefit of National Warehouse
    Investment Company (incorporated by reference to the
    Companys Registration Statement on Form 10/A, Amendment
    No. 2 (File No. 0-23378) filed under Section 12(g) of the
    Exchange Act on April 28, 1994).10
.6



Schedule of substantially identical lease guarantees
    (incorporated by reference to the Companys Registration
    Statement on Form 10/A, Amendment No. 2 (File No. 0-23378) filed
    under Section 12(g) of the Exchange Act on April 28, 1994).10
.7



Lease Agreement, dated as of October 10, 1990, between Stoody
    Deloro Stellite and BowlingGreen-Warren County Industrial Park Authority, Inc.
    (incorporated by reference to the Companys Registration
    Statement on Form 10/A, Amendment No. 2 (File No. 0-23378) filed
    under Section 12(g) of the Exchange Act on April 28, 1994).10
.8



Lease Agreement between Alliance Gateway No. 58 Ltd. and Victor
    Equipment Company, dated September 22, 2003 (incorporated by
    reference to the Companys Annual Report on Form 10-K (File
    No. 0-23378) for the year ended December 31, 2004).10
.9



First Amendment to Lease between Alliance Gateway No. 58 Ltd.
    and Victor Equipment Company, dated May 1, 2004 (incorporated by
    reference to the Companys Annual Report on Form 10-K (File
    No. 0-23378) for the year ended December 31, 2004).10
.10



Lease Agreement between Ningbo Longxing Group Co., Ltd. and
    Ningbo Fulida Gas Equipment Co. Ltd., dated January 19, 2005
    (incorporated by reference to the Companys Annual Report
    on Form 10-K (File No. 0-23378) for the year ended December
    31, 2004).10
.11



Lease Agreement between Ningbo Longxing Group Co., Ltd. and
    Thermadyne (Ningbo) Cutting and Welding Equipment Manufacturing
    Company, Ltd., dated December 28, 2004 (incorporated by
    reference to the Companys Annual Report on Form 10-K (File
    No. 0-23378) for the year ended December 31, 2004).10
.12



First Amended and Restated Industrial Real Property Lease
    between 2800 Airport Road Limited Partnership and Victor
    Equipment Company dated August 1, 2007 (incorporated by
    reference to the Companys Quarterly Report on Form 10-Q
    (File No. 0-23378) for the quarter ended September 30, 2007). 84




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##### Table of Contents



ExhibitNo.



Exhibit10
.13



Second Amendment to Amended and Restated Industrial Real
    Property Lease between Benning Street, LLC and Thermal Dynamics
    Corporation dated August 1, 2007 (incorporated by reference to
    the Companys Quarterly Report on Form 10-Q (File No.
    0-23378) for the quarter ended September 30, 2007).10
.14



Lease Agreement between Holman/Shidler Investment Corporation,
    Thermadyne Welding Products Canada, Ltd., and the Company dated
    October 25, 2007 (incorporated by reference to the
    Companys Annual Report on Form 10-K (File No. 0-23378) for
    the year ended December 31, 2007).10
.15



Contract to Establish an Equity Joint Venture Enterprise by and
    between Ningbo Longxing Group Corporation Limited and the
    Company, dated December 28, 2004 (incorporated by reference to
    the Companys Annual Report on Form 10-K (File No. 0-23378)
    for the year ended December 31, 2004).10
.15



Amended and Restated Executive Employment Agreement between the
    Company and Dennis Klanjscek, dated June 13, 2002 (incorporated
    by reference to the Companys Annual Report on Form 10-K
    (File No. 0-23378) for the year ended December 31, 2004).10
.17



Second Amended and Restated Executive Employment Agreement
    between the Company and John Boisvert, dated January 1,
    2004 (incorporated by reference to the Companys Annual
    Report on Form 10-K (File No. 0-23378) for the year ended
    December 31, 2004).10
.18



Second Amended and Restated Executive Employment Agreement
    between the Company and Terry Downes, dated January 1, 2004
    (incorporated by reference to the Companys Annual Report
    on Form 10-K (File No. 0-23378) for the year ended December 31,
    2004).10
.19



Second Amended and Restated Executive Employment Agreement
    between the Company and Jason Huett, dated January 1, 2004
    (incorporated by reference to the Companys Annual Report
    on Form 10-K (File No. 0-23378) for the year ended December 31,
    2004).10
.20



Second Amended and Restated Executive Employment Agreement
    between the Company and Patricia S. Williams, dated January 1,
    2004 (incorporated by reference to the Companys Annual
    Report on Form 10-K (File No. 0-23378) for the year ended
    December 31, 2004).10
.21



Executive Employment Agreement between the Company and Paul D.
    Melnuk, dated January 28, 2004 (incorporated by reference to
    Exhibit 10.12 to the Companys Registration Statement on
    Form S-4 (File No. 333-114511) filed on April 15, 2004).10
.22



Executive Employment Agreement between the Company and Martin
    Quinn, dated April 1, 2005 (incorporated by reference to the
    Companys Annual Report on Form 10-K (File No. 0-23378) for
    the year ended December 31, 2006).10
.23



Executive Employment Agreement between the Company and Steven A.
    Schumm, dated August 7, 2006.*10
.24



Employment Agreement between Thermadyne Industries, Inc. and
    Mark F. Jolly, dated September 11, 2006 (incorporated by
    reference to the Companys Annual Report on Form 10-K (File
    No. 0-23378) for the year ended December 31, 2006).10
.25



Executive Employment Agreement between the Company and Terry A.
    Moody, dated July 12, 2007 (incorporated by reference to the
    Companys Quarterly Report on Form 10-Q (File No. 0-23378)
    for the quarter ended September 30, 2007).10
.26



Amendment Regarding IRC Section 409A to Executive
    Employment Agreement between the Company and Paul D. Melnuk,
    dated December 31, 2008.*10
.27



Amendment Regarding IRC Section 409A to Executive
    Employment Agreement between the Company and John Boisvert,
    dated December 31, 2008.*10
.28



Amendment Regarding IRC Section 409A to Executive
    Employment Agreement between the Company and Terry Downes, dated
    December 31, 2008.*10
.29



Amendment Regarding IRC Section 409A to Executive
    Employment Agreement between the Company and Terry A. Moody,
    dated December 31, 2008.*10
.30



Amendment Regarding IRC Section 409A to Executive
    Employment Agreement between the Company and Martin Quinn, dated
    December 31, 2008.*10
.31



Amendment Regarding IRC Section 409A to Executive
    Employment Agreement between the Company and Steven A. Schumm,
    dated December 31, 2008.*10
.32



Thermadyne Holdings Corporation Non-Employee Directors
    Stock Option Agreement (incorporated by reference to Exhibit
    10.1 to the Companys Quarterly Report on Form 10-Q (File
    No. 0-23378) for the quarter ended September 30, 2003). 85




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##### Table of Contents



ExhibitNo.



Exhibit10
.33



Thermadyne Holdings Corporation Non-Employee Directors
    Deferred Stock Compensation Plan (incorporated by reference to
    Exhibit 10.15 to the Companys Annual Report on Form 10-K
    (File No. 0-23378) for the year ended December 31,
    2003).10
.34



Amended and Restated Thermadyne Holdings Corporation
    Non-Employee Directors Deferred Fee Plan.*10
.35



2004 Non-Employee Directors Stock Option Plan (incorporated by
    reference to the Companys Definitive Proxy Statement on
    Schedule 14A (File No. 0-23378) filed on March 24, 2004).10
.36



Form of 2004 Non-Employee Directors Stock Option Agreement.*10
.37



Thermadyne Holdings Corporation 2004 Stock Incentive Plan
    (incorporated by reference to the Companys Definitive
    Proxy Statement on Schedule 14A (File No. 0-23378) filed on
    March 24, 2004).10
.38



Thermadyne Holdings Corporation Amended and Restated 2004 Stock
    Incentive Plan (incorporated by reference to the Companys
    Definitive Proxy Statement on Schedule 14A (File No. 0-23378)
    filed on April 21, 2008).10
.39



Form of 2004 Stock Incentive Plan Option Agreement.*10
.40



Form of 2004 Stock Incentive Plan Restricted Stock Agreement.*10
.41



Form of Indemnification Agreement (incorporated by reference to
    the Companys Current Report on Form 8-K (File No. 0-23398)
    filed on October 9, 2007).10
.42



Acquisition Agreement dated as of December 22, 2005, by and
    between Thermadyne Italia, S.R.L., as seller, and Mase
    Generators S.P.A., as buyer (incorporated by reference to the
    Companys Current Report on Form 8-K (File No. 0-23378)
    filed on December 28, 2005).10
.43



Purchase Agreement dated as of December 22, 2005, by and among
    Thermadyne Chile Holdings, Ltd. and Thermadyne South America
    Holdings, Ltd., as sellers, and Soldaduras PCR Soltec Limitada
    and Penta Capital de Riesgo S.A., as buyers (incorporated by
    reference to the Companys Current Report on Form 8-K (File
    No. 0-23378) filed on December 28, 2005).10
.44



Sale Agreement dated March 9, 2006 between The HG A Van Zyl
    Familie Trust and Hendrik Gert Van Zyl and Thermadyne South
    Africa (Pty) Limited t/a Unique Welding Alloys and Renttech S.A.
    (Pty) Limited and Unique Welding Alloys Rustenburg (Proprietary)
    Limited t/a Thermadyne Plant Rental South Africa and Thermadyne
    Industries Inc. and Pieter Malan (incorporated by reference to
    the Companys Annual Report on Form 10-K (File No. 0-23378)
    for the year ended December 31, 2006).10
.45



Share Sale Agreement dated March 9, 2006 between Marthinus
    Johannes Crous and Thermadyne Industries, Inc and Thermadyne
    South Africa (Pty) Limited trading as Unique and Unique Welding
    Alloys Rustenburg (Pty) Limited trading as Thermadyne Plant
    Rental South Africa and Maxweld & Braze (Pty) Limited and
    Selrod Welding (Pty) Limited (incorporated by reference to the
    Companys Annual Report on Form 10-K (File No. 0-23378) for
    the year ended December 31, 2006).10
.46



Acquisition Agreement dated April 6, 2006 between Thermadyne
    Italia S.r.l. and SIGEFI Societe para Actions Simplifiee, acting
    on behalf of Siparex Italia, Fonds Commun de Placement a Risque
    and Giorgio Bassi (incorporated by reference to the
    Companys Annual Report on Form 10-K (File No. 0-23378) for
    the year ended December 31, 2006).10
.47



Sale of Shares and Claims Agreement dated February 5, 2007
    between Thermadyne Industries, Inc. and Thermaweld Industries
    (Proprietary) Limited (incorporated by reference to the
    Companys Current Report on Form 8-K (File No. 0-23398)
    filed on June 1, 2007).21




Subsidiaries of the Company.*23




Consent of Independent Registered Public Accounting Firm.*31
.1



Certification Pursuant to Section 302 of the Sarbanes-Oxley Act
    of 2002.*31
.2



Certification Pursuant to Section 302 of the Sarbanes-Oxley Act
    of 2002.*32
.1



Certification Pursuant to 18 U.S.C. Section 1350, as
    Adopted by Section 906 of the Sarbanes-Oxley Act of 2002.*32
.2



Certification Pursuant to 18 U.S.C. Section 1350, as
    Adopted by Section 906 of the Sarbanes-Oxley Act of 2002.*     
    
    Indicates a management contract or compensatory plan or
    arrangement.*
    
    Filed herewith. 86