##### Table of Contents





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, 2007ORo

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934   Commission file number 0-23378
  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
  o þ
  Regulation S-K Form 10-K Form 10-K. þ
  Rule 12b-2
  Large accelerated filer
    o

Accelerated filer
    þ

Non-accelerated
    filer o
    (Do not check if a smaller reporting company)

Smaller reporting
    company o   Rule 12b-2 þ o
    þ o
    DOCUMENTS INCORPORATED BY REFERENCE
  Form 10-K.




---



##### Table of Contents





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




---



##### 



TABLE OF
    CONTENTS
   
 PART IItem 1.


Business


4Item 1A.


Risk Factors


9Item 1B.


Unresolved Staff Comments


14Item 2.


Properties


14Item 3.


Legal Proceedings


15Item 4.


Submission of Matters to a Vote of Security
    Holders


15PART IIItem 5.


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


16Item 6.


Selected Financial Data


18Item 7.


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


19Item 7A.


Quantitative and Qualitative Disclosures About
    Market Risk


28Item 8.


Financial Statements and Supplementary Data


29Item 9.


Changes in and Disagreements with Accountants on
    Accounting and Financial Disclosure


29Item 9A.


Controls and Procedures


29Item 9B.


Other Information


32PART IIIItem 10.


Directors, Executive Officers, and Corporate
    Governance


32Item 11.


Executive Compensation


32Item 12.


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


32Item 13.


Certain Relationships, Related Transactions, and
    Director Independence


32Item 14.


Principal Accountant Fees and Services


32PART IVItem 15.


Exhibits and Financial Statement Schedules


33SIGNATURES


74Amendment No.18 to Limited Waiver and ConsentLease AgreementSubsidiariesConsent of Independent Registered Public Accounting FirmConsent of Independent Registered Public Accounting FirmSection 302 CertificationSection 302 CertificationSection 906 CertificationSection 906 Certification   3




---



##### Table of Contents



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




---



##### Table of Contents



Our
    Principal Products and Markets
    2007


2006


2005Gas equipment


37
%


38
%


39
%Arc accessories including torches, guns, related consumable
    parts and accessories


21
%


22
%


20
%Filler materials


18
%


16
%


17
%Plasma power supplies, torches and related consumable parts


14
%


14
%


14
%Welding equipment


10
%


10
%


10
%   ® ® ® ®
  ®
    ®
 5




---



##### Table of Contents



® ® ®
    Segment Information
  International
    Business
    Sales and
    Marketing
     6




---



##### Table of Contents



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




---



##### Table of Contents



Recent
    Developments
      Employees
    Patents,
    Licenses and Trademarks
    Executive
    Officer Information
    Name

Age

Position(s)Paul D. Melnuk


53


Chairman of the Board and Chief Executive OfficerSteven A. Schumm


55


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


46


Executive Vice President  Brand ManagementTerry Downes


40


Executive Vice President  Global Corporate DevelopmentDennis G. Klanjscek


58


Executive Vice President  Asia PacificTerry A. Moody


45


Executive Vice President  Global OperationsMartin Quinn


51


Executive Vice President  Global Sales and Marketing   8




---



##### Table of Contents



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.Dennis G. Klanjscek

Mr. Klanjscek has served as Executive Vice President-Asia
    Pacific since January 1996. Prior to January 1996, Mr. Klanjscek
    spent over 20 years with British Oxygen Company and six
    years leading a management buyout of a welding company in
    Australia.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 March 30, 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 23 years with Thermadyne.   Internet
    Information
  Form 10-K, Form 10-Q, Form 8-K www.thermadyne.com
  Item 1A.
    Risk
    Factors  Form 10-K
 9




---



##### Table of Contents



Our
    business is cyclical and is affected by industrial economic
    conditions.
    We are
    subject to general economic factors that are largely out of our
    control, any of which could 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.
  We offer products in highly competitive
    markets.
    Our
    international sales and operations pose certain risks that may
    adversely impact sales and earnings.
   10




---



##### Table of Contents



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.
      Our
    future operating results may be affected by fluctuations in the
    prices and availability of raw materials.
   11




---



##### Table of Contents



We
    rely in large part on independent distributors for sales of our
    products.
    We may
    not be able to successfully implement our cost-reduction
    initiatives.
    Our
    success depends on our ability to enhance existing products and
    develop new products.
    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.
  1 4
    We are
    subject to risks caused by changes in interest
    rates.
   12




---



##### Table of Contents



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.
    If our
    relationship with our employees were to deteriorate, we could be
    adversely affected.
    If we
    are unable to retain and hire key employees, the performance of
    our operations could be adversely affected.
    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.
   13




---



##### Table of Contents



Item 1B.
    Unresolved
    Staff Comments    Item 2.
    Properties        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)Jakarta, Indonesia

52,500 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)  14




---



##### Table of Contents



Item 3.
    Legal
    Proceedings            Item 4.
    Submission
    of Matters to a Vote of Security Holders   15




---



##### Table of Contents



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


Low2006First Quarter

$
16.50


$
13.25Second Quarter


17.75



12.00Third Quarter


13.90



8.65Fourth Quarter


11.90



9.902007First Quarter

$
11.91


$
10.00Second Quarter


16.85



11.00Third Quarter


17.85



12.45Fourth Quarter


14.21



11.50      16




---



##### Table of Contents



Performance
    Graph
    
   Value of
    $100 Invested
  12/31/2003


12/31/2004


12/31/2005


12/31/2006


12/31/2007Russell 2000

$
126.28


$
147.75


$
152.66


$
178.61


$
173.70S&P500

$
115.39


$
125.77


$
129.55


$
147.19


$
152.38Thermadyne Holdings Corporation

$
117.14


$
123.81


$
126.67


$
94.29


$
109.52  17




---



##### Table of Contents



Item 6.
    Selected
    Financial Data    PredecessorReorganized Company


CompanyFiscal


Fiscal


Fiscal


Fiscal


Seven


FiveYear


Year


Year


Year


Months


MonthsEnded


Ended


Ended


Ended


Ended


EndedDecember 31,


December 31,


December 31,


December 31,


December 31,


May 31,2007


2006


2005


2004


2003


2003Operating Results Data:Net sales

$
494.0


$
445.7


$
409.6


$
389.3


$
198.7


$
136.6Operating income (loss)


44.3



30.0



12.5



3.8



(4.4
)


11.8Gain from reorganization and fresh-start accounting






















(582.1
)Income (loss) from continuing operations


10.6



2.5



(15.8
)


(11.9
)


(18.5
)


568.2Income (loss) from discontinued operations, net of tax


(2.0
)


(25.5
)


(15.5
)


(2.0
)


(1.8
)


0.7Net income (loss)

$
8.7


$
(23.0
)

$
(31.4
)

$
(13.9
)

$
(20.3
)

$
568.9Diluted income (loss) per share applicable to common shares:Continuing operations

$
0.79


$
0.18


$
(1.19
)

$
(0.90
)

$
(1.39
)

$
158.27Discontinued operations


(0.15
)


(1.91
)


(1.17
)


(0.15
)


(0.14
)


0.20Net income (loss)

$
0.64


$
(1.73
)

$
(2.36
)

$
(1.05
)

$
(1.53
)

$
158.47Consolidated Balance Sheet Data (Period end):Working capital(1)

$
97.2


$
104.8


$
128.7


$
153.5


$
147.6


$
145.7Total assets


497.4



518.9



577.2



617.4



525.0



308.6Total debt(2)


234.6



257.0



258.7



231.7



211.0



806.0Total shareholders equity (deficit)


122.1



103.5



124.0



161.0



169.5



(672.6
)Consolidated Cash Flow Data  Continuing Operations:Net cash provided by (used in) operating activities

$
23.0


$
(15.5
)

$
(13.3
)

$
(13.6
)

$
11.2


$
(2.3
)Other Data:Depreciation and amortization

$
13.1


$
15.7


$
19.1


$
19.4


$
12.6


$
5.2Capital expenditures


(11.4
)


(8.5
)


(7.9
)


(10.6
)


(6.6
)


(2.2
)     (1)
    
    Amounts as of May 31, 2003 exclude liabilities subject to
    compromise.(2)
    
    Amounts as of May 31, 2003 include $782.1 million
    classified as liabilities subject to compromise. 18




---



##### Table of Contents



Item 7.
    Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations  Overview
              Key
    Indicators
       19




---



##### Table of Contents



Discontinued
    Operations
  Discontinued
    Operations
    Discontinued Operations
       20




---



##### Table of Contents



Results
    of Operations
  page F-5 Discontinued
    Operations
    2007
    Compared to 2006
             21




---



##### Table of Contents



Discontinued Operations
  2006
    Compared to 2005
        Employee Benefit Plans
 22




---



##### Table of Contents



Discontinued Operations
  Restructuring
    and Other Charges
    Liquidity
    and Capital Resources
  Liquidity.
       23




---



##### Table of Contents



1 4 Form 10-K Form 10-Q
   24




---



##### Table of Contents



Working Capital and Cash Flows.
  
    Accounts receivable increases used $2.0 million of cash in
    2007, compared to $8.5 million of cash used during the year
    ended December 31, 2006. The increase in accounts
    receivable in 2007 resulted primarily from the increased sales
    through out the year.
    Inventory decreases provided $9.1 million of cash in 2007
    compared to $5.0 million provided in the year ended
    December 31, 2006. The decrease in inventory during 2006
    resulted from an effort to reduce excess inventory levels.
    Accounts payable reductions used $1.3 million of cash in
    2007, which compares to $5.8 million of cash used in the
    year ended December 31, 2006.
    Accrued interest reductions used $0.2 million of cash in
    2007 compared to $0.9 million provided in 2006 reflecting
    the partially offsetting effects of an increase in Special
    Interest on the Senior Notes reduced by lower average borrowings.  Discontinued Operations
      Contractual
    Obligations and Commercial Commitments
    Payments Due by PeriodLess Than


1-3


3-5


More ThanContractual Obligations

Total


1 Year


Years


Years


5 YearsLong-term debt

$
223,953


$
19,658


$
29,000


$



$
175,295Interest payments related to long-term debt


100,333



17,938



32,484



32,375



17,536Capital leases


10,625



1,778



3,522



2,377



2,948Operating leases


25,273



7,094



8,076



4,699



5,404Purchase obligations


3,805



3,805











Total

$
363,989


$
50,273


$
73,082


$
39,451


$
201,183     Market
    Risk and Risk Management Policies
   25




---



##### Table of Contents



Effect of
    Inflation; Seasonality
    Critical
    Accounting Policies
    Inventories
  first-in,
    Accounts
    Receivable and Allowances
    Intangible
    Assets
     26




---



##### Table of Contents



Revenue
    Recognition
      30-day
  Income
    Taxes
      non-U.S. subsidiaries.
  Income Taxes
   27




---



##### Table of Contents



Factors
    That May Affect Future Results
    Recently
    Issued Accounting Standards
  Business Combinations.
  Noncontrolling Interests.
  Fair Value Option.
  Fair Value Measurements.
  Item 7A.
    Quantitative
    and Qualitative Disclosures About Market Risk     28




---



##### Table of Contents



Item 8.
    Financial
    Statements and Supplementary Data  Form 10-K
  Item 9.
    Changes
    in 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)
 29




---



##### Table of Contents



(b)
    Managements
    Assessment of Internal Control Over Financial
    Reporting  Rules 13a-15(f) 15d-15(f).
    (c)
    Changes
    in Internal Control Over Financial Reporting    (d)
    Managements
    Plan for Remediation of Material Weakness  Form 10-K/A
   30




---



##### Table of Contents



Report of
    Independent Registered Public Accounting Firm
     Internal Control  Integrated Framework
          Internal Control  Integrated Framework
  KPMG
    LLP
    31




---



##### Table of Contents



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


1,527,830


$
13.56



75,480Equity compensation plans not approved by security holders










Total


1,527,830


$
13.56



75,480   Item 13.  Certain
    Relationships and Related Transactions. And Director
    Independence
    Item 14.
    Principal
    Accountant Fees and Services   32




---



##### 



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


35Report of Independent Registered Public
    Accounting Firm  Ernst & Young LLP


36Consolidated Balance Sheets as of
    December 31, 2007 and 2006


37Consolidated Statements of Operations for the
    years ended December 31, 2007, December 31, 2006, and
    December 31, 2005


38Consolidated Statements of Shareholders
    Equity for the years ended December 31, 2007,
    December 31, 2006, and December 31, 2005


39Consolidated Statements of Cash Flows for the
    years ended December 31, 2007, December 31, 2006, and
    December 31, 2005


40Notes to Consolidated Financial Statements


41      Exhibits
  A listing of Exhibits is included following the financial
    statements.
 33




---



##### Table of Contents



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

35Report of Independent Registered Public Accounting
    Firm  Ernst & Young LLP

36Consolidated Balance Sheets as of December 31, 2007 and 2006

37Consolidated Statements of Operations for the years ended
    December 31, 2007, 2006, and 2005

38Consolidated Statements of Shareholders Equity for the
    years ended December 31, 2007, 2006, and 2005

39Consolidated Statements of Cash Flows for the years ended
    December 31, 2007, 2006, and 2005

40Notes to Consolidated Financial Statements

41  34




---



##### Table of Contents



REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM           Internal Control 
    Integrated Framework
  Employers Accounting
    for Defined Benefit Pension and Other Postretirement Plans
  Shared-Based Payment
  KPMG
    LLP
    35




---



##### Table of Contents



Report of
    Independent Registered Public Accounting Firm           ERNST &
    YOUNG LLP
   36




---



##### Table of Contents



THERMADYNE
    HOLDINGS CORPORATION
 CONSOLIDATED
    BALANCE SHEETS  December 31,


December 31,2007


2006(Dollars in thousands,except share data)Current Assets:Cash and cash equivalents

$
16,159


$
11,310Accounts receivable, less allowance for doubtful accounts of
    $1,000 and $2,385, respectively


83,852



78,996Inventories


90,961



97,141Prepaid expenses and other


6,147



6,407Assets held for sale


2,023



18,552Deferred tax assets


2,721



1,798Total current assets


201,863



214,204Property, plant and equipment, net of accumulated depreciation
    of $44,631 and $36,921, respectively


44,356



43,241Goodwill


182,163



189,103Intangibles, net


63,204



65,638Other assets


5,841



6,761Total assets

$
497,427


$
518,947Current Liabilities:Working capital facility

$
12,658


$
17,606Current maturities of long-term obligations


8,778



1,378Accounts payable


31,577



31,932Accrued and other liabilities


28,826



33,822Accrued interest


8,032



8,252Income taxes payable


4,664



1,248Deferred tax liability


2,667



2,796Liabilities related to assets held for sale


7,417



12,342Total current liabilities


104,619



109,376Long-term obligations, less current maturities


213,142



238,012Deferred tax liabilities


44,306



44,482Other long-term liabilities


12,989



23,266Minority interest


287



307Stockholders equity:Common stock, $0.01 par value:Authorized  25,000,000 shares Issued and
    outstanding  13,368,190 shares at
    December 31, 2007 and 13,335,517 shares at
    December 31, 2006


134



133Additional paid-in capital


186,830



184,804Accumulated deficit


(79,953
)


(88,618
)Accumulated other comprehensive income


15,073



7,185Total stockholders equity


122,084



103,504Total liabilities and stockholders equity

$
497,427


$
518,947    37




---



##### Table of Contents



THERMADYNE
    HOLDINGS CORPORATION
 CONSOLIDATED
    STATEMENTS OF OPERATIONS  Year Ended


Year Ended


Year EndedDecember 31,


December 31,


December 31,2007


2006


2005(Dollars in thousands, except per share data)Net sales

$
493,975


$
445,727


$
409,593Cost of goods sold


339,622



315,052



292,226Gross margin


154,353



130,675



117,367Selling, general and administrative expenses


106,033



109,563



99,908Amortization of intangibles


2,921



2,894



3,146Net periodic postretirement benefits


1,087



(11,755
)


1,823Operating income


44,312



29,973



12,490Other expenses:Interest


(26,799
)


(26,512
)


(22,861
)Amortization of deferred financing costs


(1,444
)


(1,344
)


(1,485
)Minority interest


82



(44
)


(628
)Income (loss) from continuing operations before income tax
    provision and discontinued operations


16,151



2,073



(12,484
)Income tax provision (benefit)


5,515



(405
)


3,345Income (loss) from continuing operations


10,636



2,478



(15,829
)Loss from discontinued operations, net of tax


(1,971
)


(25,525
)


(15,532
)Net income (loss)

$
8,665


$
(23,047
)

$
(31,361
)Basic income (loss) per share:Continuing operations

$
0.80


$
0.19


$
(1.19
)Discontinued operations


(0.15
)


(1.92
)


(1.17
)Net income (loss)

$
0.65


$
(1.73
)

$
(2.36
)Diluted income (loss) per share:Continuing operations

$
0.79


$
0.18


$
(1.19
)Discontinued operations


(0.15
)


(1.91
)


(1.17
)Net income (loss)

$
0.64


$
(1.73
)

$
(2.36
)    38




---



##### 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, 2004


13,314


$
133


$
183,460


$
(34,210
)

$
11,665


$
161,048Comprehensive income (loss):Net loss














(31,361
)






(31,361
)Foreign currency translation


















(5,170
)


(5,170
)Minimum pension liability


















(645
)


(645
)Comprehensive loss






















(37,176
)Common stock issuance-Employee stock purchase plan


4







52











52Stock compensation










29











29December 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


$
122,084    39




---



##### Table of Contents



THERMADYNE
    HOLDINGS CORPORATION
 CONSOLIDATED
    STATEMENTS OF CASH FLOWS  Year


Year


YearEnded


Ended


EndedDecember 31,


December 31,


December 31,2007


2006


2005(Dollars in thousands)Cash flows from continuing operations:Cash flows from operating activities:Net income (loss)

$
8,665


$
(23,047
)

$
(31,361
)Adjustments to reconcile net income (loss) to net cash provided
    by (used in) operating activities:Loss from discontinued operations


1,971



25,525



15,532Minority interest


(82
)


44



628Depreciation and amortization


13,117



15,727



19,087Deferred income taxes


(1,233
)


(8,815
)


(15,483
)Net periodic post-retirement benefits


1,087



(11,755
)


Changes in operating assets and liabilities:Accounts receivable


(2,001
)


(8,473
)


(9,616
)Inventories


9,076



4,970



(12,386
)Accounts payable


(1,268
)


(5,839
)


15,726Accrued and other liabilities


(5,795
)


1,669



659Accrued interest


(225
)


934



188Other long-term liabilities


(3,453
)


(4,755
)


3,135Other, net


3,154



(1,651
)


554Net cash provided by (used in) operating activities


23,013



(15,466
)


(13,337
)Cash flows from investing activities:Capital expenditures


(11,358
)


(8,499
)


(7,923
)Net proceeds from sales of assets






1,957



854Acquisition of minority interest






(3,954
)


Proceeds from sales of discontinued operations


13,783



16,455



4,797Investment in joint venture










(850
)Other


(487
)






Net cash provided by (used in) investing activities


1,938



5,959



(3,122
)Cash flows from financing activities:Borrowings under Working Capital Facility


20,041



9,357



30,724Repayments of Working Capital Facility


(24,989
)


(23,547
)


(9,752
)Borrowings under other debt






20,000



10,000Repayments of other debt


(16,725
)


(7,790
)


(3,466
)Financing fees


(362
)


(348
)


(747
)Stock compensation expense


1,609



1,053



Exercise of employee stock purchases


417



210



81Advances from (to) discontinued operations


(837
)


8,330



(6,119
)Other, net










(219
)Net cash provided by (used in) financing activities


(20,846
)


7,265



20,502Effect of exchange rate changes on cash and cash equivalents


744



365



2,435Net cash provided by (used in) continuing operations


4,849



(1,877
)


6,478Cash flows from discontinued operationsNet cash provided by operating activities


812



8,008



4,472Net cash provided by (used in) investing activities


5,084



(342
)


(3,984
)Net cash provided by (used in) financing activities


(5,650
)


(9,854
)


1,754Effect of exchange rates on cash and cash equivalents


30



(187
)


(219
)Net cash provided by (used in) discontinued operations


276



(2,375
)


2,023Total increase (decrease) in cash and cash equivalents


5,125



(4,252
)


8,501Total cash and cash equivalents beginning of period


11,310



15,562



7,061Total cash and cash equivalents end of period

$
16,435


$
11,310


$
15,562Continuing operationsCash and cash equivalents beginning of period

$
11,310


$
13,187


$
6,709Net cash provided by (used in) continuing operations


4,849



(1,877
)


6,478Cash and cash equivalents end of period

$
16,159


$
11,310


$
13,187Discontinued operationsCash and cash equivalents beginning of period

$



$
2,375


$
352Net cash provided by (used in) discontinued operations


276



(2,375
)


2,023Cash and cash equivalents end of period

$
276


$



$
2,375    40




---



##### 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.
 41




---



##### 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
 42




---



##### Table of Contents



THERMADYNE
    HOLDINGS CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
  Revenue Recognition.
      30-day
  Cash Equivalents.
  Foreign Currency Translation.
  Accumulated Other Comprehensive Income.
  2006


2007Increase





IncreaseJanuary 1


(Decrease)


December 31


(Decrease)


December 31Cumulative foreign currency translation gains

$
6,495


$
521


$
7,016


$
5,873


$
12,889Minimum pension liability


(645
)


370



(275
)


(877
)


(1,152
)Minimum post-retirement liability






444



444



2,892



3,336$
5,850


$
1,335


$
7,185


$
7,888


$
15,073   Effect
    of New Accounting Standards
  Business Combinations.
  Noncontrolling Interests.
 43




---



##### Table of Contents



THERMADYNE
    HOLDINGS CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
    Fair Value Option.
  Fair Value Measurements.
  3.
    Discontinued
    Operations    Year


Year


YearDecember 31,


December 31,


December 31,2007


2006


2005Net sales

$
4,120


$
5,567



5,124Operating expenses


(4,804
)


(5,556
)


(4,944
)Other expenses


(4
)


(4
)


Income tax provision










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


(570
)






Net income (loss) from discontinued operations

$
(1,258
)

$
7


$
180  44




---



##### Table of Contents



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


December 31,2007


2006Accounts receivable

$
264


$
253Inventories


437



1,223Property and equipment, net






93Goodwill and other intangible assets






472Other assets


17



18$
718


$
2,059Accounts payable and other liabilities

$
534


$
1,063     Year


Year


YearEnded


Ended


EndedDecember 31,


December 31,


December 31,2007


2006


2005Net sales

$
16,230


$
34,402


$
30,992Operating expenses


(14,378
)


(30,800
)


(31,081
)Other expenses


(228
)


(42
)


(121
)Income tax benefit (provision)


(515
)


5,610



311Adjustment in carrying value of related assets and reserves, net
    of tax


908



(15,521
)


Net income (loss) from discontinued operations

$
2,017


$
(6,351
)

$
101     December 31,2006Accounts receivable

$
4,984Inventories


7,273Property and equipment, net


Goodwill and other intangible assets


Other assets


$
12,257Accounts payable and other liabilities

$
4,372  45




---



##### Table of Contents



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


Year


YearEnded


Ended


EndedDecember 31,


December 31,


December 31,2007


2006


2005Net sales

$
12,603


$
13,918


$
12,632Operating expenses


(15,897
)


(17,129
)


(15,451
)Other expenses


(302
)


(826
)


(1,092
)Income tax benefit






1,231



16Adjustment in carrying value of related assets and reserves, net
    of tax


1,529



(16,429
)


Net loss from discontinued operations

$
(2,067
)

$
(19,235
)

$
(3,895
)     December 31,


December 31,2007


2006Cash

$
276


$
Accounts receivable


750



569Inventories


93



2,252Property and equipment, net






1,109Goodwill and other intangible assets






Other assets


186



306$
1,305


$
4,236Accounts payable and other liabilities, including various
    asserted tax obligations

$
6,883


$
6,907    46




---



##### Table of Contents



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


YearEnded


EndedDecember 31,


December 31,2006


2005Net sales

$
2,774


$
10,275Operating expenses


(2,126
)


(8,109
)Other expenses


(7
)


(28
)Income tax provision


(268
)


(918
)Adjustment in carrying value of related assets and reserves, net
    of tax


(319
)


Net income (loss) from discontinued operations

$
54


$
1,220     Year


Year


YearEnded


Ended


EndedDecember 31,


December 31,


December 31,2007


2006


2005Net sales

$



$



$
33,711Operating expenses










(35,692
)Other expenses










(426
)Income tax benefit










494Adjustment in carrying value of related assets and reserves, net
    of tax


(458
)






(10,383
)Net loss from discontinued operations

$
(458
)

$



$
(12,296
)    47




---



##### Table of Contents



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


Year


YearEnded


Ended


EndedDecember 31,


December 31,


December 31,2007


2006


2005Net sales

$



$



$
8,341Operating expenses










(7,667
)Other expenses










425Income tax benefit










929Adjustment in carrying value of related assets and reserves, net
    of tax


(205
)






(2,689
)Net loss from discontinued operations

$
(205
)

$



$
(661
)       YearEndedDecember 31,2005Net sales

$
9,271Operating expenses


(6,891
)Other expenses


3Income tax provision


(646
)Adjustment in carrying value of related assets and reserves, net
    of tax


(1,919
)Net loss from discontinued operations

$
(182
)  48




---



##### Table of Contents



THERMADYNE
    HOLDINGS CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
  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, 2007

$
2,385


$
(341
)

$
(1,044
)

$
1,000Year ended December 31, 2006


2,578



189



(382
)


2,385Year ended December 31, 2005


5,299



442



(3,163
)


2,578     5.
    Inventories    2007


2006Raw materials and component parts

$
32,675


$
32,708Work-in-process


11,374



11,809Finished goods


57,337



62,257101,386



106,774LIFO reserve


(10,425
)


(9,633
)$
90,961


$
97,141   Work-in-process.
   49




---



##### Table of Contents



THERMADYNE
    HOLDINGS CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
  6.  Property,
    Plant, and Equipment
    2007


2006Land

$
6,991


$
8,172Building


16,750



16,721Machinery and equipment


65,246



55,26988,987



80,162Accumulated depreciation


(44,631
)


(36,921
)$
44,356


$
43,241     7.
    Intangible
    Assets    2007


2006Goodwill

$
182,163


$
189,103Patents and customer relationships


42,126



41,639Trademarks


33,403



33,403257,692



264,145Accumulated amortization of patents and customer relationships


(12,325
)


(9,404
)$
245,367


$
254,741     Carrying Amountof GoodwillBalance as of December 31, 2006

$
189,103Adjustment related to discontinued operations


(2,217
)Reduction in balance due to utilization of pre-emergence
    bankruptcy deferred tax assets


(5,263
)Foreign currency translation


540Balance as of December 31, 2007

$
182,163      50




---



##### Table of Contents



THERMADYNE
    HOLDINGS CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
    8.
    Debt and
    Capital Lease Obligations    2007


2006Working Capital Facility

$
12,658


$
17,606Second-Lien Facility


36,000



50,000Senior Subordinated Notes, due February 1, 2014,
    91/4%
    interest payable semiannually on February 1 and August 1


175,000



175,000Capital leases


10,625



14,761Other


295



(371
)234,578



256,996Current maturities and working capital facility


(21,436
)


(18,984
)$
213,142


$
238,012     2008

$
7,0002009


2010


29,0002011


2012


Thereafter


175,295     Credit
    Agreement
   51




---



##### Table of Contents



THERMADYNE
    HOLDINGS CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
    Second-Lien
    Facility
    Changes
    in Capital Lease Obligations
        Covenant
    Compliance
   52




---



##### Table of Contents



THERMADYNE
    HOLDINGS CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
  Senior
    Subordinated Notes
  1 4 1 4
  Form 10-K Form 10-Q
    Parent
    Company Financial Information
    9.
    Derivative
    Instrument  1 4
     53




---



##### Table of Contents



THERMADYNE
    HOLDINGS CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
    10.
    Financial
    Instruments  Concentrations
    of Credit Risk
        Fair
    Value
    Cash and cash equivalents:
  Accounts receivable and accounts payable:
  Debt:
 54




---



##### Table of Contents



THERMADYNE
    HOLDINGS CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
  11.
    Leases    Capital


OperatingLeases


Leases2008

$
3,203


$
7,0942009


3,077



4,7612010


2,854



3,3152011


2,293



2,6762012


1,779



2,023Thereafter


3,004



5,404Total minimum lease payments


16,210


$
25,273Amount representing interest


(5,585
)Present value of net minimum lease payments, including current
    obligations of $1,778

$
10,625     12.
    Income
    Taxes    Year


Year


YearEnded


Ended


EndedDecember 31,


December 31,


December 31,2007


2006


2005Domestic loss

$
(3,076
)

$
(5,958
)

$
(22,976
)Foreign income


19,227



8,031



10,492Income (loss) from continuing operations before income taxes

$
16,151


$
2,073


$
(12,484
)     Year


Year


YearEnded


Ended


EndedDecember 31,


December 31,


December 31,2007


2006


2005Current:Federal

$
160


$



$
Foreign


6,220



3,436



3,584State and local


(124
)


(1,444
)


3,339Total current


6,256



1,992



6,923Deferred


(741
)


(2,397
)


(3,578
)Income tax provision (benefit)  continuing operations

$
5,515


$
(405
)

$
3,345  55




---



##### Table of Contents



THERMADYNE
    HOLDINGS CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
    2007


2006Deferred tax assets:Post-employment benefits

$
2,989


$
2,740Accrued liabilities


4,246



3,768Other


698



1,420Fixed assets


1,393



1,179Net operating loss carryforwards-foreign and U.S.


45,717



51,404Total deferred tax assets


55,043



60,511Valuation allowance for deferred tax assets


(31,000
)


(37,056
)Net deferred tax assets


24,043



23,455Deferred tax liabilities:Intangibles


(17,614
)


(18,280
)Inventories


(3,139
)


(3,182
)Investment in subsidiary


(47,392
)


(47,345
)Total deferred tax liabilities


(68,145
)


(68,807
)Net deferred tax assets (liabilities)

$
(44,102
)

$
(45,352
)       Year


Year


YearEnded


Ended


EndedDecember 31,


December 31,


December 31,2007


2006


2005Tax at U.S. statutory rates

$
5,653


$
728


$
(4,306
)Foreign deemed dividends (Section 956)


3,998



3,606



3,524Nondeductible expenses and other exclusions


351



556



570Valuation allowance for deferred tax benefits






(2,518
)


1,821Foreign tax rate differences and nonrecognition of foreign tax
    loss benefits


(1,608
)


765



1,975State income taxes


(3,646
)


(1,610
)


3,339Change in basis difference in investment of subsidiary


767



(1,932
)


(3,578
)Income tax provision (benefit)

$
5,515


$
(405
)

$
3,345    56




---



##### Table of Contents



THERMADYNE
    HOLDINGS CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
        Balance at January 1, 2007

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


290Reductions for tax positions of prior years


(5,711
)Balance at December 31, 2007

$
2,099     (2003-2007), (2002-2007), (2001-2007) (2000-2007).
    13.
    Contingencies   57




---



##### Table of Contents



THERMADYNE
    HOLDINGS CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
      14.
    Stock
    Options and Stock-Based Compensation.  Share-Based
    Payment Accounting
    for Stock Issued to Employees Significant Accounting Policies
    2005Loss from continuing operations

$
(15,829
)Add: Stock-based compensation costs, net of tax, included in
    loss as reported


29Deduct: Total stock based compensation expense determined under
    fair value-based method for all awards


(3,587
)Pro forma loss from continuing operations

$
(19,387
)Basic and diluted loss per share from continuing operations as
    reported

$
(1.19
)Pro forma

$
(1.46
)       Stock
    Options
   58




---



##### Table of Contents



THERMADYNE
    HOLDINGS CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
                2007


2006


2005Weighted average fair value

$
6.02


$
6.65


$
5.18Assumptions used:Expected dividend yield


0.00
%


0.00
%


0.00
%Expected volatility


38.22
%


40.80
%


41.00
%Risk-free interest rate


4.51
%


4.77
%


3.92
%Expected life


6 years



6 years



5 years  59




---



##### Table of Contents



THERMADYNE
    HOLDINGS CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
    2007


2006Weighted-











Weighted-Weighted


Average








Weighted


AverageAverage


Remaining


Aggregate





Average


Remaining


AggregateExercise


Contractual


Intrinsic





Exercise


Contractual


IntrinsicEmployee and Director Stock Options

Shares


Price


Term


Value


Shares


Price


Term


ValueOptions outstanding at beginning of year


1,313,063


$
13.28











923,266


$
12.84Granted


277,600


$
14.86











475,075


$
14.10Exercised


(21,856
)

$
12.77











(4,412
)

$
12.18Forfeited or expired


(40,977
)

$
13.74











(80,866
)

$
13.10Options outstanding at end of year


1,527,830


$
13.56



7.6


$
148



1,313,063


$
13.28



8.3


$
Options exercisable at end of year


739,680


$
13.09



6.9


$
38



661,488


$
12.80



7.7


$
       Number of


Remaining Life


SharesOptions


(In Years)


ExercisableOptions outstanding:Exercise price of $9.90


5,000



9.0



1,667Exercise price of $10.50


126,000



8.8



22,000Exercise price of $10.95


25,000



5.8



25,000Exercise price of $11.64


5,000



9.3



Exercise price of $12.15


50,000



7.3



25,000Exercise price of $12.18


238,921



7.3



238,921Exercise price of $12.59


8,000



7.4



8,000Exercise price of $13.10


300,000



6.5



150,000Exercise price of $13.24


6,000



9.6



2,000Exercise price of $13.30


2,084



7.4



2,084Exercise price of $13.60


37,500



8.5



6,667Exercise price of $13.75


5,000



7.7



2,500Exercise price of $13.79


150,000



5.6



150,000Exercise price of $13.95


5,500



7.5



5,500Exercise price of $14.20


6,250



7.1



6,250Exercise price of $14.36


17,500



9.7



Exercise price of $14.45


20,000



7.6



10,000Exercise price of $15.00


247,800



9.3



Exercise price of $15.75


272,275



8.3



84,0921,527,830







739,680   Acceleration of Non-Vested Stock Options.
 60




---



##### Table of Contents



THERMADYNE
    HOLDINGS CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
    15.
    Earnings
    (Loss) Per Share    YearEndedDecember 31,2005Stock Options


923,266Class A Warrants


Class B Warrants


700,000Class C Warrants


271,429     Year Ended


Year Ended


Year EndedDecember 31,


December 31,


December 31,2007


2006


2005Numerator:Income (loss) applicable to common sharesContinuing operations

$
10,636


$
2,478


$
(15,829
)Discontinued operations


(1,971
)


(25,525
)


(15,532
)Net income (loss)

$
8,665


$
(23,047
)

$
(31,361
)Denominator:Weighted average shares for basic earnings per share


13,353,742



13,327,176



13,315,028Dilutive effect of stock options


77,631



31,709Weighted average shares for diluted earnings per share


13,431,373



13,358,885



13,315,028Basic income (loss) per share amounts:Continuing operations

$
0.80


$
0.19


$
(1.19
)Discontinued operations


(0.15
)


(1.92
)


(1.17
)Net income (loss)

$
0.65


$
(1.73
)

$
(2.36
)Diluted income (loss) per share amounts:Continuing operations

$
0.79


$
0.18


$
(1.19
)Discontinued operations


(0.15
)


(1.91
)


(1.17
)Net income (loss)

$
0.64


$
(1.73
)

$
(2.36
)  61




---



##### Table of Contents



THERMADYNE
    HOLDINGS CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
  16.
    Employee
    Benefit Plans  401(k) Retirement Plan.
  Deferred Compensation Plan.
  Pension Plans.
    Other Postretirement Benefits.
   62




---



##### Table of Contents



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


Other Postretirement Benefits2007


2006


2007


2006Change in benefit obligation:Benefit obligation at beginning of year

$
21,336


$
20,948


$
9,694


$
18,878Interest Cost


1,247



1,154



557



551Participant contributions










946



Actuarial (gain) loss


(264
)


200



(2,891
)


2,871Curtailment gain














(11,924
)Benefits paid


(992
)


(966
)


(749
)


(682
)Benefit obligation at end of year

$
21,327


$
21,336


$
7,557


$
9,694Change in plan assets:Fair value of plan assets at beginning of year

$
18,162


$
15,967


$



$
Actual return on plan assets


302



2,016







Employer contributions


776



1,301



(197
)


682Participant contributions










946



Benefits paid


(992
)


(966
)


(749
)


(682
)Administrative expenses






(156
)






Fair value of plan assets at end of year

$
18,248


$
18,162


$



$
Funded status of the plan (underfunded)

$
(3,079
)

$
(3,174
)

$
(7,557
)

$
(9,694
)Amounts recognized in the balance sheet:Current liabilities

$



$



$
(675
)

$
(810
)Noncurrent liabilities


(3,079
)


(3,175
)


(6,882
)


(8,884
)Net amount recognized

$
(3,079
)

$
(3,175
)

$
(7,557
)

$
(9,694
)Amounts recognized in accumulated other comprehensive income
    consist of:Net (gain) loss

$
1,152


$
275


$
(3,336
)

$
(444
)Accumulated other comprehensive income

$
1,152


$
275


$
(3,336
)

$
(444
)Accumulated Benefit Obligation

$
21,327


$
21,336



N/A



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


6.00
%


5.65
%


6.00
%


5.65
%Discount rate-benefit obligations


6.00
%


6.00
%


6.00
%


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    63




---



##### Table of Contents



THERMADYNE
    HOLDINGS CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
    Target2008


2007


2006Equity securities


60
%


60
%


61
%Debt securities


30
%


31
%


27
%Real Estate


10
%


9
%


12
%Other


0
%


0
%


0
%Total


100
%


100
%


100
%           Pension Benefits


Other Postretirement Benefits2007


2006


2007


2006Components of the net periodic benefit cost:Interest cost

$
1,247


$
1,154


$
557


$
551Expected return on plan assets


(1,443
)


(1,290
)






Curtailment gain














(11,923
)Benefit cost (credit)

$
(196
)

$
(136
)

$
557


$
(11,372
)Amounts recognized in the statement of financial position prior
    to the application of FAS 158 consist of:Accrued benefit cost

$
(3,079
)

$
(3,175
)

$
(10,893
)

$
(10,139
)Accumulated other comprehensive income


1,152



275







Net amount recognized

$
(1,927
)

$
(2,900
)

$
(10,893
)

$
(10,139
)Incremental effect of applying FAS 158 on the statement of
    financial position:Noncurrent assets

$



$



$
3,336


$
444Accumulated other comprehensive income










(3,336
)


(444
)      64




---



##### 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, 2007

$
37


$
(32
)Effect on postretirement benefit obligation as of
    December 31, 2007

$
609


$
(532
)     OtherPension


PostretirementYear

Benefits


Benefits2008

$
1,169


$
6752009

$
1,211


$
6832010

$
1,242


$
6682011

$
1,297


$
5962012

$
1,349


$
600Next 5 years

$
7,664


$
2,932   Stock Purchase Plan.
  17.
    Segment
    Information      Year Ended


Year Ended


Year EndedDecember 31,


December 31,


December 31,2007


2006


2005Net Sales:Americas

$
364,638


$
338,909


$
310,161Europe/Middle East


34,615



28,240



24,436Asia-Pacific


94,721



78,578



74,996$
493,975


$
445,727


$
409,593   December 31,


December 31,2007


2006Identifiable Assets (excluding working capital and intangibles):Americas

$
39,955


$
38,849Europe/Middle East


1,860



2,089Asia-Pacific


8,831



8,936$
50,646


$
49,874  65




---



##### Table of Contents



THERMADYNE
    HOLDINGS CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
  18.
    Quarterly
    Results of Operations (Unaudited)  Discontinued Operations
  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 income

$
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 income

$
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 income

$
0.11


$
0.12


$
0.07


$
0.34   March 31


June 30


September 30


December 312006Continuing Operations:Net sales

$
110,225


$
112,978


$
112,422


$
110,102Gross profit


31,523



31,861



33,698



33,593Operating income


6,262



1,452



3,794



18,465Income (loss) applicable to common shares:Continuing operations


(1,093
)


(6,494
)


(5,207
)


15,272Discontinued operations


(285
)


1,203



(533
)


(25,910
)Net loss

$
(1,378
)

$
(5,291
)

$
(5,740
)

$
(10,638
)Basic income (loss) per share applicable to common
    shares:(1)Continuing operations

$
(0.08
)

$
(0.49
)

$
(0.39
)

$
1.15Discontinued operations


(0.02
)


0.09



(0.04
)


(1.95
)Net loss

$
(0.10
)

$
(0.40
)

$
(0.43
)

$
(0.80
)Diluted income (loss) per share applicable to common
    shares:(1)Continuing operations

$
(0.08
)

$
(0.49
)

$
(0.39
)

$
1.15Discontinued operations


(0.02
)


0.09



(0.04
)


(1.95
)Net loss

$
(0.10
)

$
(0.40
)

$
(0.43
)

$
(0.80
)  66




---



##### Table of Contents



THERMADYNE
    HOLDINGS CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
    (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.  19.
    Minority
    Interests        20.
    Condensed
    Consolidating Financial Statements  1 4
  1 4
  1 4 Rule 3-10 Regulation S-X.
 67




---



##### 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 and second-lien facility

$



$
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  68




---



##### Table of Contents



THERMADYNE
    HOLDINGS CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
  THERMADYNE
    HOLDINGS CORPORATION
  CONDENSED
    CONSOLIDATING BALANCE SHEET
 DECEMBER
    31, 2006
  ParentThermadyneHoldings





Non-Corporation


Guarantors


Guarantors


Eliminations


ConsolidatedASSETSCurrent Assets:Cash and cash equivalents

$



$
9,206


$
2,104


$



$
11,310Accounts receivable, net






73,047



5,949







78,996Inventories






85,837



11,304







97,141Prepaid expenses and other






5,876



531







6,407Assets held for sale










18,552







18,552Current deferred tax assets






1,798











1,798Total current assets






175,764



38,440







214,204Property, plant and equipment, net






35,467



7,774







43,241Goodwill






189,103











189,103Intangibles, net






60,295



5,343







65,638Other assets


4,284



2,203



274







6,761Investment in and advances to subsidiaries


151,948











(151,948
)


Total assets

$
156,232


$
462,832


$
51,831


$
(151,948
)

$
518,947LIABILITIES AND SHAREHOLDERS EQUITY (DEFICIT)Current Liabilities:Working capital and second-lien facility

$



$
17,606


$



$



$
17,606Current maturities of long-term obligations






1,009



369







1,378Accounts payable






27,409



4,523







31,932Accrued and other liabilities






31,699



2,123







33,822Accrued interest


7,791



338



123







8,252Income taxes payable






369



879







1,248Deferred tax liability






2,796











2,796Liabilities applicable to assets held for sale










12,342







12,342Total current liabilities


7,791



81,226



20,359







109,376Long-term obligations, less current maturities


175,000



61,611



1,401







238,012Deferred tax liabilities






44,482











44,482Other long-term liabilities






22,526



740







23,266Minority interest










307







307Shareholders equity (deficit):Common stock


133















133Additional
    paid-in-capital


184,804















184,804Retained earnings (accumulated deficit)


(88,618
)


(28,278
)


(44,481
)


72,759



(88,618
)Accumulated other comprehensive income (loss)


7,185



93,188



21,254



(114,442
)


7,185Total shareholders equity (deficit)


103,504



64,910



(23,227
)


(41,683
)


103,504Net equity (deficit) and advances to / from subsidiaries


(130,063
)


188,077



52,251



(110,265
)


Total liabilities and shareholders equity (deficit)

$
156,232


$
462,832


$
51,831


$
(151,948
)

$
518,947  69




---



##### 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  70




---



##### 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
)  71




---



##### 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  72




---



##### 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  73




---



##### 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

March 12, 2008/s/  STEVEN
    A. SCHUMMSteven
    A. Schumm

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

March 12, 2008/s/  JAMES
    B. GAMACHEJames
    B. Gamache

Director

March 12, 2008/s/  MARNIE
    S. GORDONMarnie
    S. Gordon

Director

March 12, 2008/s/  BRADLEY
    G. PATTELLIBradley
    G. Pattelli

Director

March 12, 2008/s/  J.
    JOE ADORJANJ.
    Joe Adorjan

Director

March 12, 2008/s/  ANDREW
    L. BERGERAndrew
    L. Berger

Director

March 12, 2008  74




---



##### Table of Contents



THERMADYNE
    HOLDINGS CORPORATION
  2007
    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 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.(1)2
.2



First Amended and Restated Plan of Reorganization dated
    January 17, 2003.(2)2
.3



Confirmation Order dated April 3, 2003 and signed by the
    Bankruptcy Court.(2)3
.1



Amended and Restated Certificate of Incorporation of the Company
    dated as of May 23, 2003.(3)3
.2



Amended and Restated Bylaws of the Company dated as of
    March 29, 2007.(4)4
.01



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.(6)4
.02



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.(7)4
.03



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.(8)4
.04



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.(9)4
.05



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.(16)4
.06



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.(14)4
.07



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.(16) 75




---



##### Table of Contents



ExhibitNo.



Exhibit4
.08



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.(18)4
.09



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.(18)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.(18)4
.11



Amendment No. 9 dated as of October 7, 2005, to the
    Second Lien Credit Agreement among Thermadyne Holdings
    Corporation, Thermadyne Industries, Inc. and certain of its
    subsidiaries and Credit Suisse, as administrative agent and
    collateral agent and the lenders party thereto.(17)4
.12



Amendment No. 10 dated as of November 7, 2005, to the
    Second Lien Credit Agreement among Thermadyne Holdings
    Corporation, Thermadyne Industries, Inc. and certain of its
    subsidiaries and Credit Suisse, as administrative agent and
    collateral agent and the lenders party thereto.(17)4
.13



Amendment No. 11 and Agreement dated as of
    December 29, 2005, to the Second Lien Credit Agreement
    among Thermadyne Holdings Corporation, Thermadyne Industries,
    Inc. and certain of its subsidiaries and Credit Suisse as
    Administrative Agent and Collateral Agent and the lenders party
    thereto.(20)4
.14



Amendment No. 12 Waiver and Consent dated as of
    March 9, 2006, to the Second Lien Credit Agreement among
    Thermadyne Holdings Corporation, Thermadyne Industries, Inc. and
    certain of its subsidiaries and Credit Suisse, as administrative
    agent and collateral agent and the lenders party thereto.(4)4
.15



Amendment No. 13 to the Second Lien Credit Agreement dated
    April 5, 2006 among Thermadyne Holdings Corporation,
    Thermadyne Industries, Inc. and certain of their subsidiaries
    and Credit Suisse First Boston, as administrative agent and
    collateral agent.(21)4
.16



Amendment No. 14 and consent dated as of May 9, 2006
    to the Second Lien Credit Agreement among Thermadyne Holdings
    Corporation, Thermadyne Industries, Inc. and certain of its
    subsidiaries as borrowers, the guarantors signatory thereto, and
    Credit Suisse, as administrative agent and collateral agent.(22)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.(23)4
.18



Amendment No. 16 Waiver and Agreement dated as of
    July 21, 2006 to the Second-Lien Credit Agreement among
    Thermadyne Holdings Corporation, Thermadyne Industries, Inc. and
    certain of its subsidiaries as borrowers, the guarantors
    signatory thereto, and Credit Suisse as administrative agent and
    collateral agent.(26)4
.19



Amendment No. 17 dated as of January 30, 2007 to the
    Second-Lien Credit Agreement among Thermadyne Holdings
    Corporation, Thermadyne Industries, Inc. and certain of its
    subsidiaries as borrowers, the guarantors signatory thereto, and
    Credit Suisse as administrative agent and collateral agent.(4)4
.20



Amendment No. 18 Limited Waiver and Consent dated as of
    March 29, 2007 to the Second-Lien Credit Agreement among
    Thermadyne Holdings Corporation, Thermadyne Industries, Inc. and
    certain of its subsidiaries as borrowers, the guarantors
    signatory thereto, and Credit Suisse as administrative agent and
    collateral agent.* 76




---



##### Table of Contents



ExhibitNo.



Exhibit4
.21



Amendment No. 19 and Waiver dated as of June 29, 2007
    to the Second-Lien Credit Agreement among Thermadyne Holdings
    Corporation, Thermadyne Industries, Inc. and certain of its
    subsidiaries as borrowers, the guarantors signatory thereto, and
    Credit Suisse as administrative agent and collateral agent.(30)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.(9)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.(16)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.(14)4
.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.(16)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.(18)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.(18)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.(18)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.(18)4
.30



Eighth Amendment to the Second Amended and Restated Credit
    Agreement, executed as of October 5, 2005, by and among
    Thermadyne Holdings Corporation, Thermadyne Industries, Inc. and
    certain of its subsidiaries and General Electric Capital
    Corporation, as agent and lender and the lenders party
    thereto.(17) 77




---



##### Table of Contents



ExhibitNo.



Exhibit4
.31



Limited Consent and Ninth Amendment to the Second Amended and
    Restated Credit Agreement dated as of November 7, 2005, by
    and among Thermadyne Holdings Corporation, Thermadyne
    Industries, Inc., and certain of its subsidiaries and General
    Electric Capital Corporation as agent and lender.(17)4
.32



Limited Waiver and Tenth Amendment to the Second Amended and
    Restated Credit Agreement dated as of December 29, 2005, by
    and among Thermadyne Holdings Corporation, Thermadyne
    Industries, Inc. and certain of its subsidiaries and General
    Electric Capital Corporation, as agent and lender and the
    lenders party thereto.(20)4
.33



Eleventh Amendment and Consent to the Second Amended and
    Restated Credit Agreement, dated as of March 8, 2006, by
    and among Thermadyne Holdings Corporation, Thermadyne
    Industries, Inc. and certain of its subsidiaries and General
    Electric Corporation, as agent and lender and the lenders party
    thereto.(4)4
.34



Twelfth Amendment to the Second Amended and Restated Credit
    Agreement dated as of May 3, 2006, by and among Thermadyne
    Holdings Corporation, Thermadyne Industries, Inc., and General
    Electric Capital Corporation, as agent and lender.(21)4
.35



Thirteenth Amendment to the Second Amended and Restated Credit
    Agreement dated as of May 3, 2006, by and among Thermadyne
    Holdings Corporation, Thermadyne Industries, Inc., and General
    Electric Capital Corporation, as agent and lender.(4)4
.36



Limited Consent and Fourteenth Amendment to the Second Amended
    and Restated Credit Agreement dated as of May 9, 2006, by
    and among Thermadyne Holdings Corporation, Thermadyne
    Industries, Inc. and certain of its subsidiaries and General
    Electric Corporation, as agent and lender and the lenders party
    thereto.(22)4
.37



Fifteenth Amendment to the Second Amended and Restated Credit
    Agreement, dated as of June 20, 2006, by and among
    Thermadyne Holdings Corporation, Thermadyne Industries, Inc. and
    certain of its subsidiaries and General Electric Corporation, as
    agent and lender and the lenders party thereto.(23)4
.38



Sixteenth Amendment and Limited Waiver to the Second Amended and
    Restated Credit Agreement, dated as of July 21, 2006, by
    and among Thermadyne Holdings Corporation, Thermadyne
    Industries, Inc. and certain of its subsidiaries and General
    Electric Capital Corporation as agent and lender.(25)4
.39



Limited Waiver and Seventeenth Amendment to the Second Amended
    and Restated Credit Agreement, dated as of August 2, 2006,
    by and among Thermadyne Holdings Corporation, Thermadyne
    Industries, Inc. and certain of its subsidiaries and General
    Electric Capital Corporation as agent and lender.(27)4
.40



Eighteenth Amendment and Limited Waiver to the Second Amended
    and Restated Credit Agreement, dated as of October 30,
    2006, by and among Thermadyne Holdings Corporation, Thermadyne
    Industries, Inc. and certain of its subsidiaries and General
    Electric Capital Corporation as agent and lender.(4)4
.41



Nineteenth Amendment and Limited Waiver to the Second Amended
    and Restated Credit Agreement, dated as of December 26,
    2006, by and among Thermadyne Holdings Corporation, Thermadyne
    Industries, Inc. and certain of its subsidiaries and General
    Electric Capital Corporation as agent and lender.(4)4
.42



Third Amended and Restated Credit Agreement, dated as of
    June 29, 2007, by and among Thermadyne Holdings
    Corporation, Thermadyne Industries, Inc. and certain of its
    subsidiaries and General Electric Capital Corporation as agent
    and lender.(30)4
.43



Supplemental Indenture dated as of May 16, 2006 among
    Thermadyne Holdings Corporation, the subsidiary guarantors named
    therein and U.S. Bank National Association as trustee.(24)4
.44



Second Supplemental Indenture dated as of August 2, 2006
    among Thermadyne Holdings Corporation, the subsidiary guarantors
    named therein and U.S. Bank National Association as trustee.(27)10
.1



Omnibus Agreement dated as of June 3, 1988, among Palco
    Acquisition Company (now Thermadyne Holdings Corporation) and
    its subsidiaries and National Warehouse Investment Company.(10) 78




---



##### Table of Contents



ExhibitNo.



Exhibit10
.2



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.(10)10
.3



Schedule of substantially identical lease agreements.(10)10
.4



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.(10)10
.5



Schedule of substantially identical lease guarantees(10)10
.6



Lease Agreement, dated as of October 10, 1990, between
    Stoody Deloro Stellite and Bowling Green-Warren County
    Industrial Park Authority, Inc.(10)10
.7



Lease Agreement between Alliance Gateway No. 58 Ltd. and
    Victor Equipment Company, dated September 22, 2003.(16)10
.8



First Amendment to Lease between Alliance Gateway No. 58
    Ltd. and Victor Equipment Company, dated May 1, 2004.(16)10
.9



Lease Agreement between Ningbo Longxing Group Co., Ltd. and
    Ningbo Fulida Gas Equipment Co. Ltd., dated January 19,
    2005.(16)10
.10



Lease Agreement between Ningbo Longxing Group Co., Ltd. and
    Thermadyne (Ningbo) Cutting and Welding Equipment Manufacturing
    Company, Ltd., dated December 28, 2004.(16)10
.11



First Amended and Restated Industrial Real Property Lease
    between 2800 Airport Road Limited Partnership and Victor
    Equipment Company dated August 1, 2007.(31)10
.12



Second Amendment to Amended and Restated Industrial Real
    Property Lease between Benning Street, LLC and Thermal Dynamics
    Corporation dated August 1, 2007.(31)10
.13



Lease Agreement between Holman/Shidler Investment Corporation,
    Thermadyne Welding Products Canada, Ltd., and Thermadyne
    Holdings Corporation dated October 25, 2007.*10
.14



Contract to Establish an Equity Joint Venture Enterprise by and
    between Ningbo Longxing Group Corporation Limited and Thermadyne
    Holdings Corporation, dated December 28, 2004.(16)10
.15



Amended and Restated Executive Employment Agreement between
    Thermadyne Holdings Corporation and Dennis Klanjscek, dated
    June 13, 2002.(16)10
.16



Second Amended and Restated Executive Employment Agreement
    between Thermadyne Holdings Corporation and John Boisvert, dated
    January 1, 2004.(16)10
.17



Second Amended and Restated Executive Employment Agreement
    between Thermadyne Holdings Corporation and Terry Downes, dated
    January 1, 2004.(16)10
.18



Second Amended and Restated Executive Employment Agreement
    between Thermadyne Holdings Corporation and Jason Huett, dated
    January 1, 2004.(16)10
.19



Second Amended and Restated Executive Employment Agreement
    between Thermadyne Holdings Corporation and Patricia S.
    Williams, dated January 1, 2004.(16)10
.20



Executive Employment Agreement between Thermadyne Holdings
    Corporation and Paul D. Melnuk, dated January 28, 2004.(5)10
.21



Executive Employment Agreement between Thermadyne Holdings
    Corporation and Martin Quinn, dated April 1, 2005(4)10
.22



Executive Employment Agreement between Thermadyne Holdings
    Corporation and Steven A. Schumm, dated August 7, 2006.(28)10
.23



Employment Agreement between Thermadyne Industries, Inc. and
    Mark F. Jolly, dated September 11, 2006.(4)10
.24



Executive Employment Agreement between Thermadyne Holdings
    Corporation and Terry A. Moody, dated July 12, 2007.(31)10
.25



Thermadyne Holdings Corporation Non-Employee Directors
    Stock Option Agreement.(13)10
.26



Thermadyne Holdings Corporation Non-Employee Directors
    Deferred Stock Compensation Plan.(6) 79




---



##### Table of Contents



ExhibitNo.



Exhibit10
.27



Thermadyne Holdings Corporation 2004 Stock Incentive Plan.(15)10
.28



2004 Non-Employee Directors Stock Option Plan.(15)10
.29



Form of 2004 Stock Incentive Plan Option Agreement.(16)10
.30



Form of Indemnification Agreement.(32)10
.31



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.(19)10
.32



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.(19)10
.33



Sale Agreement dated March 9, 2006 between The HG A Van Zyl
    Familie Trust (the Trust) and Hendrik Gert Van Zyl
    (Gerrit 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(4)10
.34



Share Sale Agreement dated March 9, 2006 between Marthinus
    Johannes Crous (Seller) 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.(4)10
.35



Acquisition Agreement dated April 6, 2006 between
    Thermadyne Italia S.r.l. (Seller) and SIGEFI Societe
    para Actions Simplifiee, acting on behalf of Siparex Italia,
    Fonds Commun de Placement a Risque and Giorgio Bassi
    (Buyer)(4)10
.36



Sale of Shares and Claims Agreement dated February 5, 2007
    between Thermadyne Industries, Inc. and Thermaweld Industries
    (Proprietary) Limited.(29)21




Subsidiaries of Thermadyne Holdings Corporation.*23
.1



Consent of Independent Registered Public Accounting Firm.*23
.2



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.(1)
    
    Incorporated by reference to the Companys Current Report
    on
    Form 8-K
    (File
    No. 0-23378)
    filed under Section 12(g) of the Exchange Act on
    February 6, 2003.(2)
    
    Incorporated by reference to the Companys Current Report
    on
    Form 8-K
    (File
    No. 0-23378)
    filed under Section 12(g) of the Exchange Act on
    April 11, 2003.(3)
    
    Incorporated by reference to the Companys Quarterly Report
    on
    Form 10-Q
    for the quarter ended June 30, 2003.(4)
    
    Incorporated by reference to the Companys Annual Report on
    Form 10-K
    for the year ended December 31, 2006.(5)
    
    Incorporated by reference to the Companys Current Report
    on
    Form 8-K
    (File
    No. 0-23378)
    filed under Section 12(g) of the Exchange Act on
    June 3, 2003.(6)
    
    Incorporated by reference to the Companys Annual Report on
    Form 10-K
    for the year ended December 31, 2003. 80




---



##### Table of Contents



(7)
    
    Incorporated by reference to the Companys Quarterly Report
    on
    Form 10-Q
    for the quarter ended June 30, 2004.(8)
    
    Incorporated by reference to the Companys Quarterly Report
    on
    Form 10-Q
    for the quarter ended September 30, 2004.(9)
    
    Incorporated by reference to the Companys Current Report
    on
    Form 8-K
    (File
    No. 0-23378)
    filed under Section 12(g) of the Exchange Act on
    November 24, 2004.(10)
    
    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.(11)
    
    Incorporated by reference to the Companys Annual Report on
    Form 10-K
    for the year ended December 31, 2002.(12)
    
    Incorporated by reference to the Companys Current Report
    on
    Form 8-K
    (File
    No. 0-23378)
    filed under Section 12(g) of the Exchange Act on
    December 17, 2004.(13)
    
    Incorporated by reference to the Companys Quarterly Report
    on
    Form 10-Q
    for the quarter ended September 30, 2003.(14)
    
    Incorporated by reference to the Companys Current Report
    on
    Form 8-K
    (File
    No. 0-23378)
    filed under Section 12(g) of the Exchange Act on
    March 17, 2005.(15)
    
    Incorporated by reference to the Companys Definitive Proxy
    Statement on Schedule 14A filed on March 24, 2004.(16)
    
    Incorporated by reference to the Companys Annual Report on
    Form 10-K
    (File
    No. 0-23378)
    for the year ended December 31, 2004.(17)
    
    Incorporated by reference to the Companys Quarterly Report
    on
    Form 10-Q
    for the quarter ended September 30, 2005.(18)
    
    Incorporated by reference to the Companys Quarterly Report
    on
    Form 10-Q
    for the quarter ended June 30, 2005.(19)
    
    Incorporated by reference to the Companys Current Report
    on
    Form 8-K
    (File
    No. 0-23378)
    filed under Section 12(g) of the Exchange Act on
    December 28, 2005.(20)
    
    Incorporated by reference to the Companys Current Report
    on
    Form 8-K
    (File
    No. 0-23378)
    filed under Section 12(g) of the Exchange Act on
    January 5, 2006.(21)
    
    Incorporated by reference to the Companys Current Report
    on
    Form 8-K
    (File
    No. 0-23378)
    filed under Section 12(g) of the Exchange Act on
    April 11, 2006.(22)
    
    Incorporated by reference to the Companys Current Report
    on
    Form 8-K
    (File
    No. 0-22378)
    filed under Section 12(g) of the Exchange Act on
    May 10, 2006.(23)
    
    Incorporated by reference to the Companys Current Report
    on
    Form 8-K
    (File No. 23378) filed on June 26, 2006.(24)
    
    Incorporated by reference to the Companys Current Report
    on
    Form 8-K
    (File No. 23378) filed on May 23, 2006.(25)
    
    Corrected from document filed as an exhibit to the
    Companys Current Report on
    Form 8-K
    filed on July 21, 2006.(26)
    
    Incorporated by reference to the Companys Current Report
    on
    Form 8-K
    (File
    No. 0-23398)
    filed on July 21, 2006.(27)
    
    Incorporated by reference to the Companys Current Report
    on
    Form 8-K
    filed on August 3, 2006.(28)
    
    Incorporated by reference to the Companys Current Report
    on
    Form 8-K
    filed on August 9, 2006.(29)
    
    Incorporated by reference to the Companys Current Report
    on
    Form 8-K
    (File
    No. 0-23398)
    filed on June 1, 2007.(30)
    
    Incorporated by reference to the Companys Current Report
    on
    Form 8-K
    (File
    No. 0-23398)
    filed on July 2, 2007.(31)
    
    Incorporated by reference to the Companys Quarterly Report
    on
    Form 10-Q
    for the quarter ended September 30, 2007.(32)
    
    Incorporated by reference to the Companys Current Report
    on
    Form 8-K
    (File
    No. 0-23398)
    filed on October 9, 2007. 81