**Exhibit 3.33**

 

**CompanyNumber 1144214**

 

**The Companies Act 19850**

 

**Company Limited by Shares**

 

**New Articles of Associate of**

 

**Thermadyne Industries Limited**

 

(Adopted by special resolution passed on 10 June 1992and amended by written resolutions passed 31 January 1994 and 1 February 1994.)

 

Preliminary

 

# 1.             TheRegulations contained in Table A in the Companies (Tables A to F) Regulations1985 (such Table being hereinafter referred to as “Table A”) shall apply to thecompany save in so far as they are excluded or varied hereby.  Clauses 64, 73, 74, 75, 76, 77, 80, 95, 96,97 and 98 of Table A shall not apply to the company, but (in addition to theremaining Clauses of Table A) the following shall be the articles ofassociation of the company.

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# 2.             The companyis a private company and accordingly no offer shall be made to the public(whether for cash or otherwise) of any shares in or debentures of the companyand no allotment or agreement to allot (whether for cash or otherwise) shall bemade of any shares in or debentures of the company with a view to all or any ofthese shares or debentures being offered for sale to the public.

 

Shares

 

# 3.             The sharecapital of the company at the date of the adoption of these articles as thearticles of association of the company is £3,000,000 divided into 1,500,000preference shares of £1 each (the “A” shares of £1 each (the “B” shares).

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The rights attaching to the said respective classes ofshares shall be as follows:

 

## (A)          As regards income:-

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### (1)           The profitswhich the company may determine to distribute in respect of any financial yearshall be applied in the first place in paying to the holders of the “A” sharesa fixed non-cumulative preferential dividend of five pro centum on the capitalpaid up thereon (hereinafter in these articles referred to as the “preferencedividend”) to be accompanied by a certificate for the related tax credit.

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### (2)           Subject tothe payment of the aforesaid preference dividend, the balance of the profitswhich the Company may determine to distribute by way of

 

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### dividend in respectof any financial year shall be distributed in such manner as the directors intheir absolute discretion shall think fit.

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## (B)           As regards capital:-

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On a return of assets on liquidation, reduction ofcapital or otherwise, the surplus assets of the company remaining after paymentof its liabilities shall be applied:-

 

### (1)           First, inpaying to the holders of the “A” shares an amount per share equal to the amountpaid up on each such share together with a sum equal to any arrears, deficiencyor accruals of the preference dividend to be calculated down to the date orreturn of capital and to be payable irrespective of whether such dividend hasbeen declared to not; and

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### (2)           Subjectthereto, the balance of such assets shall belong to and be distributed amongstthe holders of the “B” shares in proportion to the amounts paid up or creditedas paid up on the “B” shares held by them.

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## (C)           As regards redemption:-

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The “A” shares shall be issued as redeemableparticipating preferred shares and, subject to the provisions of section 159of the Companies Act, 1985, redemption of such redeemable participatingpreferred shares shall be effected in the manner and on the terms following:-

 

### (1)           At any timeafter the expiration of five years from the date of the allotment of any suchshare (provided that the same is fully paid) the company may give notice to theregistered holder thereof of its intention to redeem the same at par.  Such notice shall be in writing and shall fixthe time (not being less than three months from the date of such notice) andplace for such redemption.  At the timeand place so fixed the registered holder of such shares shall be bound todeliver up to the company the certificate thereof for cancellation, andthereupon the company shall pay to him the redemption monies payable in respectof such share.

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### (2)           All “A”share redeemed in accordance with the foregoing provisions shall rank fordividend down to the date for redemption fixed under sub-clause (1) hereofunless upon delivery up of the certificate in respect thereof payment is notmade in which case they shall rank for dividend down to the date when theredemption money in respect of the dividend shall be paid.

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### (3)           The companyshall redeem the whole of the “A” shares then outstanding on 31 December 2012,or as soon thereafter as the company shall be able to comply with the statutoryprovisions for the time being affecting such redemption.  Not less than three months previous notice inwriting shall be given to the holders of such shares specifying the date onwhich the shares shall be redeemed.

 

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## (D)          As regards votes:-

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### (1)           The “A”shares are non-voting shares and shall not confer upon the holders thereof orany other person any right to vote at any general meeting of the company orotherwise.

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### (2)           The “B”shares shall entitle the holders thereof to voting rights exercisable inaccordance with the provisions of these articles.

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# 4.             The sharesshall be under control of the directors and the directors may allot, grantoptions over, or otherwise deal with or dispose of any relevant securities (asdefined by section 80(j) of the Companies Act, 1985) of the company tosuch persons and generally on such terms and in such manner as they think fit.

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# 5.             (A)          The Generalauthority by article 4 hereof shall extend to all relevant securities ofthe company from time to time unissued during the currency of suchauthority.  The said general authorityshall expire on the fifth anniversary of the adoption of these articles, unlessvaried or revoked or renewed by the company in general meeting.

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## (B)           Thedirectors shall be entitled under the general authority conferred by article 4hereof to make at any time before the expiry of such authority any offer oragreement which will or may require securities to be allotted after the expiryof such authority.

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# 6.             Section 89(j)of the Companies Act, 1985 shall not apply to any allotment of shares in thecompany.

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# 7.             Subject tothe provisions of Part V (Chapter VII) of the Companies Act, 1985 thecompany may:-

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## (A)          Issue anyshares which are to be redeemed or are liable to be redeemed at the option ofthe company or the holder thereof;

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## (B)           Purchaseits own shares (including any redeemable shares);

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## (C)           Make a paymentin respect of the redemption of purchase under section 180 or (as the casemay be) section 182 of the Companies Act 1985; and the relevant powergiven by (A) or (B) above, of any of its shares otherwise than out ofdistributable profits of the company or the proceeds of a fresh issue of sharesto the extent permitted by section 171 of the Companies Act, 1985.

 

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# 8.             The lienconferred by clause 8 in part 1 of the Table A shall attach to fully paid up shares,and to all shares registered in the name of any person indebted or underliability to the company, whether he shall be the sole registered holderthereof or shall be one of two or more joint holders.

 

General Meeting

 

# 9.             Clause 41of Table A shall be read and construed as if the last sentence ended with thewords “and if at the adjourned meeting a quorum is not present within half anhour from the time appointed for the meeting, the meeting shall be dissolved.”

 

Directors

 

# 10.           Unless anduntil the company in general meeting shall otherwise determine there shall beno limitation as to the number of directors. The quorum necessary for the transaction of business by the directorsmay be fixed by the Directors, and unless so fixedshall be two; and a person who holds office only as an alternate director shallif his appointor is not present, be counted in the quorum.  If and so long as there is a sole director hemay exercise all the powers and authorities vested in the directors by thesearticles.

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# 11.           A directormay vote as a director in regard to any contract or arrangement in which he isinterested or upon any matter arising thereout, and if he shall so vote hisvote shall be counted and he shall be reckoned in estimating a quorum when anysuch contract or arrangement is under consideration; and clause 94 of Table Ashall be modified accordingly.

 

Appointment andDisqualification of Directors

 

# 12.           (A)          Withoutprejudice to the powers of the company under section 303 of the CompaniesAct 1985 to remove a director by ordinary resolution, the holder or holders forthe time being of more than one half of the issued ordinary shares of thecompany shall have the power from time to time and at any time to appoint anyperson or persons as a director or directors either as additional directors orto fill any vacancy and to remove from office any director howsoever appointed. Any such appointment or removal shall beeffected by an instrument in writing, signed by the member or members makingthe same or in the case of a member being a company signed by one of itsdirectors on its behalf and shall take effect upon lodgment at the registeredoffice of the company.

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## (B)           The officeof director shall be vacated:-

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### (1)           If bynotice in writing to the company he resigns the office of director; or

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### (2)           If he shallfor more than six consecutive months have been absent without permission of thedirectors from meeting of the directors held during that period and thedirectors resolve that his office be vacated; or

 

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### (3)           If hebecomes bankrupt or enters into any arrangement or composition with hiscreditors generally; or

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### (4)           If he isprohibited from being a director by an order made under any of the provisionsof the Act; or

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### (5)           If he is,or may be, suffering from mental disorder and either:-

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#### (i)            he is admitted to hospital in pursuance of anapplication for admission for treatment under the Mental Health Act 1983 or, inScotland, an application for admission under the Mental Health (Scotland) Act1980, or

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#### (ii)           an order is made by a court having jurisdiction(whether in the United Kingdom or elsewhere) in matters concerning mentaldisorder for his detention or for the appointment of a receiver, curator bonisor other person to exercise powers with respect to his property or affairs; or

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### (6)           If he isremoved from office under section 303 of the Companies Act 1985; or

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### (7)           If he isremoved from office under clause 12(A) of these articles.

 

Rotation ofDirectors

 

# 13.           Thedirectors shall not be liable to retire by rotation and regulations 78, 79 and84 of Table A shall be modified accordingly.

 

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