**Exhibit 10.12**

** **

**AMENDED AND**RESTATEDEXECUTIVE EMPLOYMENT AGREEMENT

** **

This AMENDEDAND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of June 13, 2002 by and amongThermadyne Holdings Corporation,a Delaware corporation (“Holdings”), the subsidiaries of Holdings signatory hereto (together with Holdings, the “Employers”) andJames R. Delaney (“Employee”).

 

**RECITALS**

** **

A.            Employerscommenced voluntary cases under chapter 11 of title 11 of the United StatesCode (the “Bankruptcy Code”) on November 19, 2001 (the “PetitionDate”) in the United States Bankruptcy Court for the Eastern Division ofthe Eastern District of Missouri (the “Bankruptcy Court”).

 

B.            OnMarch 13, 2002, Employers filed with the Bankruptcy Court a Motion Pursuantto Sections 105(a), 363(b)(1), and 365 of the Bankruptcy Code for an Order Approving the Adoption of a Key EmployeeRetention Program and the Assumption ofEmployment Agreements (the “Motion”). On May 13, 2002, Employers filed with the Bankruptcy Court aSupplemental Motion for Order Approving the Adoption of Modified KeyEmployee Retention Program (the “SupplementalMotion”). On May 28, 2002, Employers filed with the Bankruptcy Court a Joint Stipulation by and betweenEmployers and the Official Creditors’Committee Approving Employers Supplemental Motion for Order Approving Adoption of Modified Key Employee RetentionProgram, as Amended, was filed (the “Joint Stipulation”).

 

C.            OnMay 28, 2002, the Bankruptcy Court entered an Order (the “Order”)approving the Joint Stipulation.

 

D.            Certainof Employers and Employee are parties to (i) the Executive EmploymentAgreement dated May 22, 1998, (ii) the Supplement to ExecutiveEmployment Agreement dated June 8, 2000, and (iii) the SecondSupplement to Executive Employment Agreement dated August 16,2001 (collectively, the “PriorEmployment Agreements”).

 

E.             Pursuantto Section 365 of the Bankruptcy Code and the Joint Stipulation, Employersdesire to assume the Prior Employment Agreements subject to the amendmentsthereto that were approved by the Bankruptcy Court pursuant to the Order andthat are set forth in this Agreement.

 

F.             ThisAgreement amends, restates and supersedes the Prior Employment Agreementsin their entirety.

 

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NOW THEREFORE, forand in consideration of theforegoing recitals, and inconsideration of the mutual covenants, agreements, understandings,undertakings, representations, warrantiesand promises hereinafter set forth, andintending to be legally boundthereby, Employers and Employee dohereby covenant and agree as follows:

 

# SECTION 1.  *Basic Employment Provisions*.

#  

## (a)           *Employment and Term*.  Employers hereby employEmployee (hereinafter referred to as the “Employment”) as Executive VicePresident of Thermadyne Canada, Thermadyne de Mexico, Thermadyne Victor, Victorde Mexico, Victor Equipment Company, and Employee agrees to be employed byEmployers in such capacity, all on the terms and conditions set forth herein. The Employmentshall be for a period (the “Employment Period”) that will (i) commenceon May 22, 1998 (the “Effective Date”) and continue for at leasttwo years thereafter (unless earlier terminated as provided herein) and (ii) renewon each anniversary of the Effective Date for a two-year period, on the sameterms and conditions contained herein (unless earlier terminated as providedherein or Employee is timely provided a notice of non-renewal as providedherein), such that the Employment Period shall extend for a period of two yearsfrom the date of each such extension. The Employers must provide Employee withwritten notice not less than 60 days in advance of the applicable anniversaryof the Effective Date in order to avoid renewal of the Employment Period onsuch anniversary as described above. Notice shall be deemed given on the dateit is received by the Employee.

##  

## (b)           *Duties*.  Employee shall besubject to the direction and supervision of the Board of Directors of Holdings(the “Board”) and, as the Executive Vice President of Thermadyne Canada,Thermadyne de Mexico, Thermadyne Victor, Victor de Mexico and Victor EquipmentCompany, shall have those duties and responsibilities which are assigned to himduring the Employment Period by the Board consistent with his positions,provided that the Board shall not assign any greater duties or responsibilitiesto the Employee than are necessary to the Employee’s faithful and adequatesupervision of the overall management and business of the Employers. The Boardshall not take any action which results in a diminution of Employee’s position,authority, duties or responsibilities as of the date hereof. The partiesexpressly acknowledge that the Employee shall devote all of his business timeand attention to the transaction of the Employer’s businesses as is reasonablynecessary to discharge his supervisory management responsibilities hereunder.Employee agrees to perform faithfully the duties assigned to him to the best ofhis ability.

##  

# Section 2.  *Compensation.*

#  

## (a)           *Salary*.  Employers shall pay toEmployee during the Employment Period a salary as basic compensation for theservices to be rendered by Employee hereunder. The initial amount of suchsalary shall be $226,065 perannum. Such salary shall be reviewed no less frequently than annually by theBoard and may be increased upon the approval of the Board in its solediscretion. Such salary shall accrue and be payable in accordance with thepayroll practices of Employers subsidiary or subsidiaries in effect from timeto time. All such payments shall be subject to deduction and withholding authorizedor required by applicable law.

 

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## (b)           *Bonus*.  During the EmploymentPeriod, Employee shall additionally participate in an annual bonus planproviding for an annual bonus opportunity of not less than 60% of employee’sannual salary in accordance with the terms set forth in Employers’ ManagementIncentive Plan.

##  

## (c)           *Benefits*. During the Employment Period, Employee shall be entitled toparticipate in such other employee benefit plans, programs and arrangements asare customarily accorded the executives of Employers, including withoutlimitation, tax qualified profit sharing and retirement plans, group life,hospitalization and other insurance and vacations (but excluding stock optionand other stock- or equity-based compensation plans), on a basis no lessfavorable than as of the date of this Agreement.Without limiting the foregoing, the employee benefit plans, programs and arrangements in which Employee shall be entitled to participate during the EmploymentPeriod shall be no less generous, in the aggregate, than those in whichsuch Employee was entitled to participate immediately prior to the consummationof the merger between Holdingsand Mercury Acquisition Corporation.

##  

# SECTION 3.  *Termination*.

#  

## (a)           *Death or Disability*.  Employment of Employee under this Agreement shall terminateautomatically upon the death or total disability of Employee. For the purposeof this Agreement, “total disability” shall be deemed to have occurred ifEmployee shall have been unableto perform the duties of hisEmployment due to mental or physicalincapacity for a period of six (6) consecutive months,

##  

## (b)           *Cause.*  The Board may terminate theEmployment of Employee under this Agreement for Cause. For the purposes of this Agreement, “Cause”shall be deemed to be (i) dishonesty by Employee that results insubstantial personal enrichment at theexpense of the Employers or (ii) demonstratively willful repeated violations of Employee’s obligations underthis Agreement which are intended toresult in material injury to theEmployers.

##  

## (c)           *Without Cause.*  Anyof the Employers, acting alone, may terminate the, Employment of Employee underthis Agreement without Cause.

##  

## (d)           *Constructive Termination*.  Employee may elect to terminate his Employment under this Agreement upon a Constructive Termination WithoutCause, as defined below. For purposesof this Agreement, “Constructive Termination Without Cause” shall mean a termination of the Employee’s employment at his initiativefollowing the occurrence,without the Employee’s prior written consent,of one or more of the following events:

##  

### (i)            receiptof notice from the Employers that the Employment Period shall not be renewed asdescribed in Section 1(a) above;

###  

### (ii)           anyfailure by the Employers tocomply with any of theprovisions of this Agreement, other than an isolated, insubstantialand inadvertent failure not occurringin bad faith and which is remedied by the Employers promptly after receipt of noticethereof given by the Employee;

 

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### (iii)          anyreduction in any form of compensation,fringe benefit, deferred compensation plan or perquisite applicable tothe Employee immediately priorto the date hereof, including any reduction in salary or any reduction inbonus percentage to less thanthe avenge of such bonuspercentage for the two fiscalyears immediately preceding the date hereof.

###  

### (iv)          the loss of any of the Employee’s titlesor positions in effect as of thedate hereof;

###  

### (v)           anychange in the position to whichthe Employee reports or the positions thatreport to the Employee as of the date hereof (reporting relationships);

###  

### (vi)          theassignment to the Employee of any duties inconsistent in any respect with theEmployee’s position (including status, offices, titles and reportingrelationships), authority, duties or responsibilities as in effect as of thedate hereof, or any other action by theEmployers which results in adiminution in such position, authority, duties or responsibilities excluding anisolated, insubstantial and inadvertentaction not taken in bad faith andwhich is remedied by the Employers promptly after receiptof notice thereof given by the Employee;

###  

### (vii)         therelocation of the Employee’s office location as assigned to him by theEmployers, to a location more than 25 miles from his office location as of thedate hereof;

###  

### (viii)        anypurported termination by the Employers of the Employee’s employment otherwisethan as expressly permitted by Section 3(b) of this Agreement;and

###  

### (ix)           anyfailure by the Employers to comply withand satisfy the provisions of Section 6hereof, or failure by any successor (whether direct orindirect, by purchase, merger,consolidation or otherwise) to all or substantiallyall of the business and/orassets of the Employers to assumeexpressly and agree to performthis Agreement in the same manner andto the same extent the Employerswould be required to perform itif no such succession had taken place, provided, in either case, that the successor contemplatedby Section 6 hereof has received, at least 10 days prior to the giving of notice of constructive termination by the Employee, written notice from theEmployers or the Employee of the requirements of the provisions of Section 6or of such failure.

###  

For purposes of this Agreement any good faith determination of “Constructive Termination WithoutCause” made by the Employee shall be conclusive.

 

# SECTION 4.  *Compensation FollowingTermination*.

#  

## (a)           *Death or Disability.* Ifthe Employment Period is terminated pursuant to the provisions of Section 3(a) above,this Agreement shall terminate, and no further compensation shall be payable to Employee except that Employee or Employee’sestate, heirs or beneficiaries,as applicable, shall be entitled, in addition to any otherbenefits to which Employee is ormay become entitled under anybenefit plan, to receive Employee’s then current basic compensation, 

 

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## plus an amount in lieu of bonus, which amount shall be determined as the avenge bonusreceived by Employee under Section 2(b) hereoffor the appropriate period (prorated for partial portions thereof) for the previous 24 months hereunder and all other benefits to which Employee would otherwise be entitled hereunder during the Employment Period for a period of 24 months from the date the Employment Period terminates.

##  

## (b)           *Termination for Cause or Voluntary Termination.*  If the Employment Period is terminatedfor Cause or voluntarily by the Employee for reasons other than those describedin Section 3(a) or 3(d) above, no further compensation orbenefits shall be paid to Employee after the date of termination, but Employee shall be entitled to receive benefits to which he is or may become entitled pursuant to any benefit plan.

##  

## (c)           *Termination Without Cause; Constructive Termination*.  If the Employment Period is terminatedpursuant to Section 3(c) or 3(d) above, Employee shall beentitled to continue to receivefrom Emp1oyers his then current basic compensation hereunder, plus an amount inlieu of bonus, which amount shall be determined as the average bonus receivedby Employee under Section 2(b) hereof for the appropriateperiod (prorated for partial portions thereof) for the previous 24 months, suchamount to continue to be paid in accordance with the payroll practices ofEmployers for a period equal to 24 months and Employee shall further beentitled during such period both to continueto receive the benefits to which he would otherwise be entitled during the EmploymentPeriod pursuant to Section 2(c) above and to reimbursement forexpenses incurred by Employee to own and maintain an automobile as contemplatedby Section 5 below. Such continuation of compensation, benefits andautomobile expenses shall continue for the period described abovenotwithstanding any earlier death or reemployment of Employee.

##  

SECTION 5.  *Expense Reimbursement*.  Upon the submission of properly documentedexpense account reports, Employers shall reimburse Employee for all reasonablebusiness related travel and entertainment expenses incurred by Employee in thecourse of his Employment with Employers and for expenses incurred by Employeeto own aid maintain an automobile.

 

SECTION 6.  *Assignability;**Binding Nature*.  ThisAgreement shall be binding and inure to the benefit of the parties, and theirrespective successors, heirs (in the case of Employee) and assigns. Noobligations of the Employers under this Agreement may be assigned ortransferred by the Employers except that such obligations shall be assigned or transferred (as described below)pursuant to a merger or consolidation of Holdings in which Holdings is not thecontinuing entity, or the sale or liquidation of all or substantially all ofthe assets of the Employers, provided that the assignee or transferee is the surviving entity or successor to all or substantially all of the assets ofthe Employers and such assignee or transferee assumes the liabilities,obligations and duties of the Employers, as contained in this Agreement, eithercontractually or as a matter of law. As used in this Agreement, the “Employers”and “Holdings” shall mean the Employers and Holdings as hereinbefore defined,respectively, and any successor to their business and/or assets as aforesaidwhich assumes and agrees to perform this Agreement by operation of law, orotherwise.

 

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# SECTION 7.  *Confidential Information*.

##  

## (a)           *Non-Disclosure.*  Duringthe Employment Period or at any time thereafter, irrespective of the time, manner or cause of the termination ofthis Agreement, Employee will not directly or indirectly reveal, divulge,disclose or communicate to any person or entity, other than authorizedofficers, directors and employees of the Employers, in any manner whatsoever, andConfidential Information (as hereinafter defined) of Employers or anysubsidiary of Employers without the prior written consent of the Board.

##  

## (b)           *Definition.*  Asused herein, “Confidential Information” means information disclosed toor known by Employee as a direct or indirect consequence of or through the Employment about Employers or anysubsidiary of Employers, ortheir respective businesses, productsand practices which information is not generally known in the business in which Employersor any subsidiary of Employersis or may be engaged. However,Confidential Information shall notinclude under any circumstances anyinformation with respect to the foregoing matters which is (i) available to the public froma source other than Employee, (ii) releasedin writing by Employers to the publicor to persons who are not under a similar obligation of confidentiality to Employers and who are not partiesto this Agreement, (iii) obtained by Employee from a third party not under a similar obligation of confidentiality to Employers, (iv) requiredto be disclosed by any court process or any government oragency or department of any government, or (v) the subject of a written waiver executed by either Employersfor the benefit of Employee.

##  

## (c)           *Return of Property.*  Upontermination of the Employment, Employee will surrender to Employers allConfidential Information, including without limitation, all lists, charts,schedules, reports, financial statements, books and records of the Employers orany subsidiary of the Employers, and all copies thereof, and all other propertybelonging to the Employers or any subsidiary of the Employers, providedEmployee shall be accorded reasonable access to such Confidential Informationsubsequent to the Employment Period for anyproper purpose as determined in the reasonable judgment of any of theEmployers.

##  

SECTION 8.  *AgreementNot to Solicit Employees*.  Employee agrees that, for a period oftwo (2) years following the termination of the Employment Period, otherthan by Employers without Cause or as a result of the total disability ofEmployee or by Employee as a constructive termination, and only by reason ofvoluntary termination or termination for Cause, neither he nor any affiliateshall, on behalf of any business engaged in a business competitive withEmployers or any subsidiary of Employers, solicit or induce, or in any mannerattempt to solicit or induce any person employed by, or any agent of, either ofEmployers or any subsidiary of Employers to terminate his employment or agency,as the case may be, with either of Employers or such subsidiary; provided thatsuch limitations shall not apply if the contact with the Employee or consultantis initiated by a third party on a “blind basis” such as through a head hunter.

 

SECTION 9.  *No Violation*.  Employeehereby represents and warrants to Employers that the execution, delivery andperformance of this Agreement by Employee does not, with or without the givingof notice or the passage of time, or both, conflict with, result in a default,right to accelerate or loss of rights under any provision of any agreement orunderstanding to which the Employee or, to the best knowledge of Employee, anyof Employee’s affiliates are a party or by which Employee, or to the bestknowledge of Employee, Employee’s affiliates may be bound or affected.

 

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SECTION 10.  *Captions*.  The captions, headings and arrangements usedin this Agreement are for convenience only and do not in any way affect, limitor amplify the provisions hereof.

 

SECTION 11.  *Notices*.  All Notices required or permitted to be givenhereunder shall be in writing and shall be deemed delivered, whether or notactually received, two days after deposited in the United States mail, postageprepaid, registered or certified mail, return receipt requested, addressed tothe party to whom notice is being given atthe specified address or at suchother address as such party may designate by notice:

 
| Employers: |   | Thermadyne Holdings Corporation       |
|------------|--------|---------------------------------------|
|       |   | Attn: Chief Executive Officer         |
|       |   | 101 South Hanley Road, Suite 600 |
|       |   | St. Louis, MO 63105                   |
|       |   | Fax: 314-746-2374                     |
|       |   |                                  |
|       |   | and                                   |
|       |   |                                  |
|       |   | Thermadyne Holdings Corporation       |
|       |   | Attn: General Counsel                 |
|       |   | 101 South Hanley Read, Suite 600 |
|       |   | St. Louis, MO 63105                   |
|       |   | Fax: 314-746-2327                     |
|       |   |                                  |
| Employee:  |   | c/o Thermadyne Holdings Corporation   |
|       |   | 101 South Hanley Road, Suite 600 |
|       |   | St. Louis, Missouri 63105             |

 

SECTION 12.  *Invalid Provisions*.  If any provision of this Agreement is held to be illegal, invalid or unenforceable under present or future laws, such provisions shall be fully severable, and this Agreementshall be construed and enforced as if suchillegal, invalid or unenforceable provision had never comprised a partof this Agreement; the remaining provisions of this Agreement shallremain in full force and effect and shall not be affected by the illegal,invalid or unenforceable provision orby its severance for thisAgreement. In lieu of each such illegal,invalid or unenforceable provision, there shall be added automaticallyas part of this Agreement a provision as similar in terms to such illegal, invalid or unenforceableprovision as may be possible and be legal, valid and enforceable.

 

SECTION 13.  *Amendments*. This Agreement may be amended in wholeor in part only by an instrumentin writing setting forth the particularsof such amendment and dulyexecuted by an officer of Employers andby Employee.

 

SECTION 14.  *Waiver*.  No delay or omissionby any party hereto to exercise any right or power hereunder shall impair suchright or power to be construed as a waiverthereof A waiver by any of the partieshereto of any of the covenants to be performed by any other party or any breach thereof shall notbe construed to be a waiver of any succeeding breach thereof or of any other covenantherein contained. Except as otherwise expressly set forth herein, all remedies 

 

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provided for in this Agreement shall be cumulative and in addition to and not inlieu of any other remedies available to any party at law, in equity or otherwise.

 

SECTION 15.  *Counterparts*.  ThisAgreement may be executed in multiple counterparts,each of which shall constitutean original, and all of whichtogether shall constitute one andthe same Agreement.

 

SECTION 16.  *Governing**Law*.  This Agreement shall be construed andenforced according to the laws of theState of Missouri.

 

SECTION 17.  *Payment UponDeath of Employee*.  In the event of the death of Employeeduring the term hereof, any unpaid payments due either prior to Employee’sdeath or after Employee’s death shall be payable as designated by Employee inwriting to Employers. In the event of the death of all such persons sodesignated by Employee, either prior to the death of the Employee or during anytime when payments are due as provided herein, or in the event Employee failsto so designate, or withdraws all such designations, said payments thereaftershall be made to the Employee or the Employee’s estate.

 

SECTION 18.  *Prior**Employment Agreements*.  This Agreement supersedes any and all other employment,change-in-control, severance or similaragreements between Employee and Employers.

 

SECTION 19.  *Jointly andSeverally Liable*.  Each of the Employers that have signedbelow is a party to this Agreement and is jointly and severally liable for theobligations of Employers set forth in this Agreement.

 

SECTION 20.  *Acknowledgement*.  Asa condition to Employers’ assumption of the Prior Agreements and execution ofthis Agreement, Employee hereby acknowledges and agrees as follows:

 

## (a)           Assumptionof the Prior Agreements and execution of this Agreement shall in no manner bedeemed to be a commitment by Employers to continue the Employment of Employeeon or after the effective date of any chapter 11 plan of reorganization of any Employer, subject to the Employee’s right to compensationfollowing termination set forthin Section 4; and

##  

## (b)           Employee irrevocably waives allrights, if any, to claim that Employee’s employment under the PriorEmployment Agreements was terminated, constructively or otherwise, prior to the datehereof; and

##  

## (c)           Employeeagrees that all claims, if any, against the Employers which arose prior to thePetition Date are hereby deemed to be satisfied and Employee irrevocably waivesall rights, if any, to such claims; provided,however, this Section 19(c) shallnot apply to claims for unpaid amounts of incidental benefits such asreimbursement for out-of-pocket expenses for travel and entertainment, or forhealth or dental benefits, vacation pay, automobile expenses and the like.

##  

**[THEREMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]**

 

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IN WITNESSWHEREOF, the parties hereto have executed and delivered this Amended andRestated Executive Employment Agreement as of the date first above written.

** **
| ** ** | **EMPLOYEE:**                                                                     |
|------------|-----------------------------------------------------------------------------------|
|       |                                                                              |
|       |           \s\  James R. Delaney |   |
|       | James R. Delaney                                                                  |
|       |                                                                              |
| ** ** | **EMPLOYERS:**                                                                    |
|       |                                                                              |
| ** ** | **Thermadyne Holdings Corporation**                                               |
|       |                                                                              |
|       | By:                                                                               | \s\ James H. Tate |   |
|       |                                                                              | James H. Tate |
|       | Title:                                                                            | Senior Vice President & CFO |
|       |                                                                              |
|       |                                                                              |
| ** ** | **Thermadyne Mfg. LLC**                                                           |
|       |                                                                              |
|       | By:                                                                               | \s\ James H. Tate |   |
|       |                                                                              | James H. Tate |   |
|       | Title:                                                                            | Senior Vice President & CFO |
|       |                                                                              |
|       |                                                                              |
| ** ** | **Thermadyne  Industries, Inc.**                                             |
|       |                                                                              |
|       | By:                                                                               | \s\ James H. Tate |   |
|       |                                                                              | James H. Tate |
|       | Title:                                                                            | Senior Vice President & CFO |
|       |                                                                              |
|       |                                                                              |
| ** ** | **Thermadyne Capital Corp.**                                                      |
|       |                                                                              |
|       | By:                                                                               | \s\ James H. Tate |   |
|       |                                                                              | James H. Tate |   |
|       | Title:                                                                            | Senior Vice President & CFO |
|       |                                                                              |
|       |                                                                              |
| ** ** | **Victor Equipment Company**                                                      |
|       |                                                                              |
|       | By:                                                                               | \s\ James H. Tate |   |
|       |                                                                              | James H. Tate |   |
|       | Title:                                                                            | Senior Vice President & CFO |
|            |                                                                                   |  |  |  |

 

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| ** ** | **Thermal International Corp.**   |
|------------|-----------------------------------|
|       |                              |
|       | By:                               | \s\ James H. Tate |   |
|       |                              | James H. Tate |   |
|       | Title:                            | Senior Vice President & CFO |
|       |                              |
|       |                              |
| ** ** | **Victor Gas Systems, Inc.** |
|       |                              |
|       | By:                               | \s\ James H. Tate |   |
|       |                              | James H. Tate |   |
|       | Title:                            | Senior Vice President & CFO |
|       |                              |
|       |                              |
| ** ** | **Tweco Products, Inc.**     |
|       |                              |
|       | By:                               | \s\ James H. Tate |   |
|       |                              | James H. Tate |   |
|       | Title:                            | Senior Vice President & CFO |
|       |                              |
|       |                              |
| ** ** | **Thermal Dynamics Corp.**        |
|       |                              |
|       | By:                               | \s\ James H. Tate |   |
|       |                              | James H. Tate |   |
|       | Title:                            | Senior Vice President & CFO |
| ** ** | ** **                        |
| ** ** | ** **                        |
| ** ** | **Stoody Company**                |
| ** ** | ** **                        |
|       |                              |
|       | By:                               | \s\ James H. Tate |   |
|       |                              | James H. Tate |   |
|       | Title:                            | Senior Vice President & CFO |
|       |                              |
|       |                              |
| ** ** | **Thermal Arc, Inc.**        |
| ** ** | ** **                        |
|       |                              |
|       | By:                               | \s\ James H. Tate |   |
|       |                              | James H. Tate |   |
|       | Title:                            | Senior Vice President & CFO |

 

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| ** ** | **C&G Systems  Holding, Inc.** |
|------------|-----------------------------------------|
|       |                                    |
|       |                                    |
|       | By:                                     | \s\ James H. Tate |   |
|       |                                    | James H. Tate |   |
|       | Title:                                  | Senior Vice President & CFO |
|       |                                    |
|       |                                    |
| ** ** | **C&G Systems, Inc.**          |
|       |                                    |
|       |                                    |
|       | By:                                     | \s\ James H. Tate |   |
|       |                                    | James H. Tate |   |
|       | Title:                                  | Senior Vice President & CFO |
| ** ** | ** **                              |
| ** ** | ** **                              |
| ** ** | **Thermadyne Italia, Srl.**             |
|       |                                    |
|       | By:                                     | \s\ James H. Tate |   |
|       |                                    | James H. Tate |   |
|       | Title:                                  | Senior Vice President & CFO |
|       |                                    |
|       |                                    |
| ** ** | **Thermadyne Australia Pty Ltd.**       |
|       |                                    |
|       | By:                                     | \s\ James H. Tate |   |
|       |                                    | James H. Tate |   |
|       | Title:                                  | Senior Vice President & CFO |
|       |                                    |
|       |                                    |
| ** ** | **Thermadyne Asia/Pacific Pte  Ltd.**   |
|       |                                    |
|       | By:                                     | \s\ James H. Tate |   |
|       |                                    | James H. Tate |   |
|       | Title:                                  | Senior Vice President & CFO |
|       |                                    |
|       |                                    |
| ** ** | **Thermadyne Japan, Ltd.**              |
|       |                                    |
|       | By:                                     | \s\ James H. Tate |   |
|       |                                    | James H. Tate |   |
|       | Title:                                  | Senior Vice President & CFO |

 

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| ** ** | **Thermadyne South America  Holdings, Ltd.** |
|------------|----------------------------------------------|
|       |                                         |
|       | By:                                          | \s\ James H. Tate |   |
|       |                                         | James H. Tate |   |
|       | Title:                                       | Senior Vice President & CFO |
|       |                                         |
|       |                                         |
| ** ** | **Thermadyne South Africa (Pty)  Ltd.**      |
|       |                                         |
|       | By:                                          | \s\ James H. Tate |   |
|       |                                         | James H. Tate |   |
|       | Title:                                       | Senior Vice President & CFO |
|       |                                         |
|       |                                         |
| ** ** | **Maxweld & Braze (Pty)  Ltd.**     |
|       |                                         |
|       | By:                                          | \s\ James H. Tate |   |
|       |                                         | James H. Tate |   |
|       | Title:                                       | Senior Vice President & CFO |
|       |                                         |
|       |                                         |
| ** ** | **GenSet S.p.A.**                            |
|       |                                         |
|       | By:                                          | \s\ James H. Tate |   |
|       |                                         | James H. Tate |   |
|       | Title:                                       | Senior Vice President & CFO |
|       |                                         |
|       |                                         |
| ** ** | **Tecmo Srl**                                |
|       |                                         |
|       | By:                                          | \s\ James H. Tate |   |
|       |                                         | James H. Tate |   |
|       | Title:                                       | Senior Vice President & CFO |
|       |                                         |
|       |                                         |
| ** ** | **Ocim Srl**                                 |
|       |                                         |
|       | By:                                          | \s\ James H. Tate |   |
|       |                                         | James H. Tate |   |
|       | Title:                                       | Senior Vice President & CFO |
| ** ** | ** **                                   |
| ** ** | **Duxtech Pty, Ltd.**                        |
| ** ** | ** **                                   |
|       | By:                                          | \s\ James H. Tate |   |
|       |                                         | James H. Tate |   |
|       | Title:                                       | Senior Vice President & CFO |

 

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| ** ** | **Comweld Group Pty. Ltd.**           |
|------------|---------------------------------------|
| ** ** | ** **                            |
|       | By:                                   | \s\ James H. Tate |   |
|       |                                  | James H. Tate |   |
|       | Title:                                | Senior Vice President & CFO |
|       |                                  |
| ** ** | **Thermadyne Brazil Holdings,  Ltd.** |
| ** ** | ** **                            |
|       | By:                                   | \s\ James H. Tate |   |
|       |                                  | James H. Tate |   |
|       | Title:                                | Senior Vice President & CFO |
| ** ** | ** **                            |
| ** ** | ** **                            |
| ** ** | **Thermadyne Victor Ltda.**           |
|       |                                  |
|       | By:                                   | \s\ James H. Tate |   |
|       |                                  | James H. Tate |   |
|       | Title:                                | Senior Vice President & CFO |
|       |                                  |
|       |                                  |
| ** ** | **Thermadyne Chile Holdings, Ltd.**   |
|       |                                  |
|       | By:                                   | \s\ James H. Tate |   |
|       |                                  | James H. Tate |   |
|       | Title:                                | Senior Vice President & CFO |
|       |                                  |
|       |                                  |
| ** ** | **Soltec SA**                         |
|       |                                  |
|       | By:                                   | \s\ James H. Tate |   |
|       |                                  | James H. Tate |   |
|       | Title:                                | Senior Vice President & CFO |
|       |                                  |
|       |                                  |
| ** ** | **Thermadyne de Brasil Ltda.**        |
|       |                                  |
|       | By:                                   | \s\ James H. Tate |   |
|       |                                  | James H. Tate |   |
|       | Title:                                | Senior Vice President & CFO |
|       |                                  |
|       |                                  |
| ** ** | **Thermadyne Industries, Ltd.**       |
| ** ** | ** **                            |
|       | By:                                   | \s\ James H. Tate |   |
|       |                                  | James H. Tate |   |
|       | Title:                                | Senior Vice President & CFO |

 

13

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| ** ** | **Thermadyne Cylinder Co.**                   |
|------------|-----------------------------------------------|
| ** ** | ** **                                    |
|       | By:                                           | \s\ James H. Tate |   |
|       |                                          | James H. Tate |   |
|       | Title:                                        | Senior Vice President & CFO |
|       |                                          |
| ** ** | **MECO Holding Company**                      |
| ** ** | ** **                                    |
|       | By:                                           | \s\ James H. Tate |   |
|       |                                          | James H. Tate |   |
|       | Title:                                        | Senior Vice President & CFO |
| ** ** | ** **                                    |
| ** ** | **Modern Engineering  Company, Inc.**    |
| ** ** | ** **                                    |
|       | By:                                           | \s\ James H. Tate |   |
|       |                                          | James H. Tate |   |
|       | Title:                                        | Senior Vice President & CFO |
|       |                                          |
| ** ** | **Thermadyne Welding Products  Canada, Ltd.** |
|       |                                          |
|       | By:                                           | \s\ James H. Tate |   |
|       |                                          | James H. Tate |   |
|       | Title:                                        | Senior Vice President & CFO |
|       |                                          |
| ** ** | **Thermadyne de Mexico S.A. de  C.V.**        |
|       |                                          |
|       | By:                                           | \s\ James H. Tate |   |
|       |                                          | James H. Tate |   |
|       | Title:                                        | Senior Vice President & CFO |
|       |                                          |
|       |                                          |
| ** ** | **Tweco de Mexico S.A. de C.V.**              |
|       |                                          |
|       | By:                                           | \s\ James H. Tate |   |
|       |                                          | James H. Tate |   |
|       | Title:                                        | Senior Vice President & CFO |
|       |                                          |
|       |                                          |
| ** ** | **Arcair Stoody Europe S.A.**                 |
|       |                                          |
|       | By:                                           | \s\ James H. Tate |   |
|       |                                          | James H. Tate |   |
|       | Title:                                        | Senior Vice President & CFO |

 

14

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| ** ** | **Victor Equipment de Mexico S.A.  de C.V.** |
|------------|----------------------------------------------|
| ** ** | ** **                                   |
|       | By:                                          | \s\ James H. Tate |   |
|       |                                         | James H. Tate |   |
|       | Title:                                       | Senior Vice President & CFO |
|       |                                         |
|       |                                         |
| ** ** | **Comweld Group Pty. Ltd.**                  |
| ** ** | ** **                                   |
|       | By:                                          | \s\ James H. Tate |   |
|       |                                         | James H. Tate |   |
|       | Title:                                       | Senior Vice President & CFO |
|       |                                         |
| ** ** | **Philippine Welding  Equipment, Inc.** |
| ** ** | ** **                                   |
|       | By:                                          | \s\ James H. Tate |   |
|       |                                         | James H. Tate |   |
|       | Title:                                       | Senior Vice President & CFO |
| ** ** | ** **                                   |
| ** ** | ** **                                   |
| ** ** | **Comweld Philippines, Inc.**           |
|       |                                         |
|       | By:                                          | \s\ James H. Tate |   |
|       |                                         | James H. Tate |   |
|       | Title:                                       | Senior Vice President & CFO |
|       |                                         |
|       |                                         |
| ** ** | **Thermadyne Asia SDN BHD**                  |
|       |                                         |
|       | By:                                          | \s\ James H. Tate |   |
|       |                                         | James H. Tate |   |
|       | Title:                                       | Senior Vice President & CFO |
|       |                                         |
|       |                                         |
| ** ** | **PT Comweld Indonesia**                     |
|       |                                         |
|       | By:                                          | \s\ James H. Tate |   |
|       |                                         | James H. Tate |   |
|       | Title:                                       | Senior Vice President & CFO |
|       |                                         |
|       |                                         |
| ** ** | **Comweld Malaysia SDN**                     |
|       |                                         |
|       | By:                                          | \s\ James H. Tate |   |
|       |                                         | James H. Tate |   |
|       | Title:                                       | Senior Vice President & CFO |

 

15

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