<PAGE>   1
                                                             EXHIBIT 10.35


                           COMWELD GROUP PTY LIMITED

                                   (Borrower)



                         ----------------------------
                           SIXTH VARIATION AGREEMENT

                          SYNDICATED CREDIT AGREEMENT



                         ----------------------------
                           (C) ALLEN ALLEN & HEMSLEY
                                     Sydney
                              REF: KLO 1138940 JCC
<PAGE>   2
                               TABLE OF CONTENTS

<TABLE>
<S>      <C>                                                                                                   <C>
1.       DEFINITIONS AND INTERPRETATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  1

         1.1     Definitions  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  1
         1.2     Interpretation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  1

2.       AUTHORISED OFFICERS  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  2

3.       AMENDMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  2

4.       EFFECTIVE DATE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  2

5.       CONSENT OF GUARANTORS  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  2

6.       STAMP DUTIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  2

7.       GOVERNING LAW  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  2

8.       COUNTERPARTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  2
</TABLE>
<PAGE>   3
                           SIXTH VARIATION AGREEMENT

AGREEMENT dated 18 January 1996 between:

1.       COMWELD GROUP PTY LTD (formerly called Edinen Pty Ltd) (ACN 007 226
         815) incorporated in Victoria of 85 Chifley Drive, Preston, Victoria
         (the BORROWER);

2.       DUXTECH PTY LIMITED (ACN 007 211 190) incorporated in Victoria
         (DUXTECH), QUETACK PTY LIMITED (ACN 007 226 575) incorporated in
         Victoria (QUETACK) and QUETALA PTY LIMITED (ACN 007 246 862)
         incorporated in Victoria in its personal capacity and as trustee of
         the Trust (QUETALA) each of 85 Chifley Drive, Preston, Victoria (each
         a GUARANTOR);

3.       THERMADYNE AUSTRALIA PTY LIMITED (ACN 071 843 028) incorporated in
         Victoria of Room 1, Level 24, 385 Bourke Street, Melbourne, Victoria
         (THERMADYNE AUSTRALIA);

4.       EACH BANK OR FINANCIAL INSTITUTION named in Schedule 1 (each a
         LENDER); and

5.       BT MANAGEMENT SERVICES PTY LTD (ACN 008640 168) of The Chifley Tower,
         2 Chifley Square, Sydney, New South Wales as agent for the Lenders (in
         this capacity, the AGENT).

RECITALS

A.       The parties, other than Thermadyne Australia, are parties to a credit
         agreement dated 3 August 1989 (as amended and novated from time to
         time, the CREDIT AGREEMENT).

B.       By a Lender Transfer dated about the date of this Agreement, the
         Lenders took over the rights and obligations of Toronto Dominion
         Australia Limited (ACN 004 858 020) and Societe Generale Australia
         Limited (ACN 002 093 021) under the Credit Agreement.

C.       By a Deed of Retirement and Appointment dated the date of this
         Agreement the Agent replaced Toronto Dominion Australia Limited as
         agent of the Lenders.

D.       The parties wish to amend the Credit Agreement in the manner set out
         in this Agreement. Thermadyne Australia wishes to become a party to
         the Credit Agreement, to give the representations, undertakings and
         agreements expressed to be given by it in Annexure A.

IT IS AGREED as follows.

1.       DEFINITIONS AND INTERPRETATION

1.1      DEFINITIONS

         In this Agreement terms defined in Annexure A have the same meanings.

1.2      INTERPRETATION

         Clauses 1.2, 1.3 and 1.9 of Annexure A apply as if incorporated in
         this Agreement.
<PAGE>   4
                                                                        Page 2

1.3      TRANSACTION DOCUMENT

         This Agreement is a Transaction Document within the meaning of
         Annexure A.

2.       AUTHORISED OFFICERS

         Each of the Borrower, Thermadyne Australia and each Guarantor agrees
         to deliver to the Agent on the date of this Agreement, notice, in the
         form of Schedule 2, of their respective Authorised Officers.

3.       AMENDMENTS

         The Credit Agreement is amended to read as set out in Annexure A.

4.       EFFECTIVE DATE

         This Agreement takes effect, and the parties agree to be bound by the
         Credit Agreement as amended by this Agreement, from the date of this
         Agreement.

5.       CONSENT OF GUARANTORS

         Each Guarantor consents to the transactions contemplated by this
         Agreement and confirms that its guarantee, and each Security Document
         created by it, covers the Credit Agreement as amended by this
         Agreement.

6.       STAMP DUTIES

         The Borrower shall pay all stamp, transaction, registration, financial
         institutions, debit and other duties and taxes (including fines and
         penalties) on or in relation to the execution, delivery, performance
         or enforcement of this Agreement or any payment or receipt or other
         transaction contemplated by this Agreement.

7.       GOVERNING LAW

         This Agreement is governed by the laws of Victoria.

8.       COUNTERPARTS

         This Agreement may be executed in any number of counterparts. All
         counterparts taken together are deemed to constitute one instrument.

EXECUTED as an agreement in Melbourne on the terms of an Escrow Deed between
the parties and others.

Each attorney executing this Agreement states that he has no notice of the
revocation or suspension of his power of attorney.
<PAGE>   5
                                                                         Page 3

BORROWER


SIGNED on behalf of                       )    /s/ JAMES H. TATE
COMWELD GROUP PTY LIMITED                 )    --------------------------------
by its attorney in the presence of:       )    Attorney

/s/ STEPHANIE JOSEPHSON                            James H. Tate
---------------------------------              --------------------------------
Witness                                        Print name

   Stephanie Josephson                
---------------------------------             
Print name

GUARANTORS                                    

                                              
SIGNED on behalf of                       )    /s/ JAMES H. TATE
DUXTECH PTY LIMITED                       )    --------------------------------
by its attorney in the presence of:       )    Attorney

/s/ STEPHANIE JOSEPHSON                            James H. Tate
---------------------------------              --------------------------------
Witness                                        Print name

   Stephanie Josephson                
---------------------------------             
Print name

SIGNED on behalf of                       )    /s/ JAMES H. TATE
QUETALA PTY LIMITED                       )    --------------------------------
by its attorney in the presence of:       )    Attorney

/s/ STEPHANIE JOSEPHSON                            James H. Tate
---------------------------------              --------------------------------
Witness                                        Print name

   Stephanie Josephson                
---------------------------------             
Print name

SIGNED on behalf of                       )    /s/ JAMES H. TATE               
QUETACK PTY LIMITED                       )    --------------------------------
by its attorney in the presence of:       )    Attorney                        
                                                                               
/s/ STEPHANIE JOSEPHSON                            James H. Tate               
---------------------------------              --------------------------------
Witness                                        Print name   

    Stephanie Josephson               
---------------------------------                                              
Print name
                                                
                                              
                                              
<PAGE>   6
                                                                        Page 4

THERMADYNE AUSTRALIA


SIGNED on behalf of                       )    /s/ JAMES H. TATE
THERMADYNE AUSTRALIA PTY LIMITED          )    --------------------------------
by its attorney in the presence of:       )    Attorney

/s/ STEPHANIE JOSEPHSON                            James H. Tate
---------------------------------              --------------------------------
Witness                                        Print name

    Stephanie Josephson                
---------------------------------
Print name
                                              
LENDER

                                              
SIGNED on behalf of                       )    /s/ M. F. LARKIN                
BANKERS TRUST AUSTRALIA LIMITED           )    --------------------------------
by its attorney in the presence of:       )    Attorney                        
                                                                               
/s/ KATE OLGERS                                    M. F. Larkin                
---------------------------------              --------------------------------
Witness                                        Print name

    K. Olgers                         
---------------------------------                 
Print name
                               
                             
                             
                             
                                                  
AGENT 
                                                  
SIGNED on behalf of                     )      /s/ M. F. LARKIN                
BT MANAGEMENT SERVICES PTY LIMITED      )      --------------------------------
by its attorney in the presence of:     )      Attorney                        
                                                                               
/s/ KATE OLGERS                                    M. F. Larkin                
---------------------------------              --------------------------------
Witness                                        Print name

    K. Olgers                         
--------------------------------- 
Print name
<PAGE>   7
                           SIXTH VARIATION AGREEMENT

                                   SCHEDULE 1

                                    LENDERS

1.       Bankers Trust Australia Limited (ACN 003 017 221) of Level 15, The
         Chifley Tower, 2 Chifley Square, Sydney NSW 2000.
<PAGE>   8
                           SIXTH VARIATION AGREEMENT

                                   SCHEDULE 2

                       CERTIFICATE OF AUTHORISED OFFICERS

TO:      BT Management Services Pty Limited

for itself and as Agent for the Lenders under the Credit Agreement defined
below, and to its substitutes and assigns.

                           SYNDICATED CREDIT FACILITY

I [*] am a director of [*] Limited of [*] (the COMPANY).

I refer to the Syndicated Credit Agreement (the CREDIT AGREEMENT) dated 3
August 1989 as amended and restated on [*] 1996 between Comweld Group Pty
Limited as Borrower, Duxtech Pty Limited, Quetala Pty Limited and Quetack Pty
Limited as Guarantors, the Lenders named in the Credit Agreement and BT
Management Services Pty Limited as Agent.

Definitions in the Credit Agreement apply in this Certificate.

I CERTIFY that the following are signatures of the Authorized Officers of the
Company and the persons who have been authorized to give notices and
communications under or in connection with the Transaction Documents.

         AUTHORISED OFFICERS

         NAME             POSITION                          SIGNATURE
         *                *
         *                *
         *                *

Signed:
        -------------------                            -----------------------
         Director
                                                       -----------------------
        -------------------                            
         Print name                                    -----------------------

DATED                     1996
<PAGE>   9
                           SIXTH VARIATION AGREEMENT
                                   ANNEXURE A

                     AMENDED AND RESTATED CREDIT AGREEMENT
<PAGE>   10
                           COMWELD GROUP PTY LIMITED

                                   (Borrower)

                          SYNDICATED CREDIT AGREEMENT

                            AS AMENDED AND RESTATED

                           (C) ALLEN ALLEN & HEMSLEY
                                     Sydney
                              Ref: KLO 1138940 JCC
<PAGE>   11
                               TABLE OF CONTENTS

<TABLE>
<S>      <C>                                                                                                 <C>
1.       DEFINITIONS AND INTERPRETATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   1

         1.1       Definitions  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   1
         1.2       Interpretation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  11
         1.3       Determination, statement and certificate . . . . . . . . . . . . . . . . . . . . . . . .  12
         1.4       Document or agreement  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  12
         1.5       Repayment and prepayment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  12
         1.6       Principal  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  12
         1.7       Outstanding  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  13
         1.8       Listing requirements included as law . . . . . . . . . . . . . . . . . . . . . . . . . .  13
         1.9       Trust  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  13
         1.10      Current accounting practice and accounting terms . . . . . . . . . . . . . . . . . . . .  13
         1.11      Date of this Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  13
         1.12      Transitional . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  13
         1.13      Relevant Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  13

2.       COMMITMENTS  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  13

         2.1       Commitments  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  13
         2.2       Allocation among Lenders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  14
         2.3       Obligations several  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  14

3.       CANCELLATION OF COMMITMENTS  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  14

         3.1       During Availability Period. Revolving Credit Commitments . . . . . . . . . . . . . . . .  14
         3.2       At end of Availability Period  . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  14
         3.3       Reduction on repayment or prepayment - Term Facility . . . . . . . . . . . . . . . . . .  14

4.       PURPOSE    . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  14

5.       DRAWDOWN NOTICES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  15
         5.1       When notice to be given  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  15
         5.2       Notice of Facility . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  15
         5.3       Notification of Lenders  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  15

6.       SWITCHING, SPLITTING AND COMBINATION OF SEGMENTS . . . . . . . . . . . . . . . . . . . . . . . . .  15

         6.1       Between Facilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  15
         6.2       Limitations on switching . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  15
         6.3       Splitting and combination  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  15

7.       AMOUNT AND NUMBER OF SEGMENTS  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  16

         7.1       Principal amount of Segments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  16
         7.2       Number of Segments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  16

8.       SELECTION NOTICE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  16

         8.1       When Notice to be given  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  16
         8.2       Failure to give Selection Notice . . . . . . . . . . . . . . . . . . . . . . . . . . . .  16
         8.3       Notification of Lenders  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  16
</TABLE>
<PAGE>   12
                                                                       Page (ii)

<TABLE>
<S>      <C>                                                                                                 <C>
9.       SELECTION OF FUNDING PERIODS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  16

10.      REPAYMENT  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  17

         10.1      Repayment - Term Facility  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  17
         10.2      Repayment - Revolving Credit Facility  . . . . . . . . . . . . . . . . . . . . . . . . .  17
         10.3      Allocation among Lenders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  17
         10.4      Allocation among Segments  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  17

11.      PREPAYMENTS  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  18

         11.1      Voluntary prepayments  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  18
         11.2      Prepayments of Term Facility . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  18
         11.3      Voluntary prepayment on expiry of Funding Period . . . . . . . . . . . . . . . . . . . .  18
         11.4      Interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  18
         11.5      Limitation on prepayments  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  18
         11.6      Application against repayment instalments. . . . . . . . . . . . . . . . . . . . . . . .  18
         11.7      Apportionment  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  18
         11.8      No redrawing - Term Facility . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  18
         11.9      Redrawing - Revolving Credit Facility  . . . . . . . . . . . . . . . . . . . . . . . . .  19

12.      TERM FACILITY  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  19

         12.1      Switch from Bill Facility  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  19
         12.2      Interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  19
         12.3      Preparation of Reliquefication Bills . . . . . . . . . . . . . . . . . . . . . . . . . .  19
         12.4      Requirements of Reliquefication Bills  . . . . . . . . . . . . . . . . . . . . . . . . .  19
         12.5      Dealing with Reliquefication Bills . . . . . . . . . . . . . . . . . . . . . . . . . . .  19
         12.6      Indemnity  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  20
         12.7      Stamp duty on Reliquefication Bills  . . . . . . . . . . . . . . . . . . . . . . . . . .  20

13.      LC FACILITY  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  20

         13.1      Issue of Letters of Credit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  20
         13.2      Form and Beneficiary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  20
         13.3      Expiry date  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  20
         13.4      Cap and amount . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  20
         13.5      Secured Financing  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  21
         13.6      Lender as Beneficiary  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  21
         13.7      Agent's authority  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  21
         13.8      Notification of issue  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  21
         13.9      Drawings procedure . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  21
         13.10     Recovery by Agent  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  21
         13.11     Payment of Secured Financings by Borrower  . . . . . . . . . . . . . . . . . . . . . . .  22
         13.12     Indemnity  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  22
         13.13     Obligations unconditional  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  22
         13.14     Indemnity from Lenders to Agent  . . . . . . . . . . . . . . . . . . . . . . . . . . . .  23

14.      CASH FACILITY  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  23

         14.1      Advance of Segment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  23
         14.2      Interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  23

15.      BILL FACILITY  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  23

         15.1      Preparation of bills . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  23
</TABLE>
<PAGE>   13
                                                                     Page (iii)

<TABLE>
<S>      <C>                                                                                                 <C>
         15.2      Requirements of Bills  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  23
         15.3      Authority to complete Bills  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  24
         15.4      Restriction on use of Bills by Agent and Lenders . . . . . . . . . . . . . . . . . . . .  24
         15.5      Notification of Bank Bill Rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  24
         15.6      Acceptance and discount  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  24
         15.7      Indemnity  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  25
         15.8      Cash cover . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  25
         15.9      Netting off  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  25
         15.10     Variation of procedures  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  25
         15.11     Overdraft if no rollover . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  25

16.      PAYMENTS   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  26

         16.1      Manner . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  26
         16.2      Payment to be made on Business Day . . . . . . . . . . . . . . . . . . . . . . . . . . .  26
         16.3      Distribution by Agent  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  26
         16.4      Appropriation where insufficient moneys available  . . . . . . . . . . . . . . . . . . .  26
         16.5      Unanticipated default  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  27
         16.6      Rounding . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  27

17.      CHANGES IN LAW . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  27

         17.1      Increased costs  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  27
         17.2      Minimisation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  28
         17.3      Survival of obligations  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  28
         17.4      Prepayment on increased costs  . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  28
         17.5      Illegality . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  28

18.      CONDITIONS PRECEDENT TO EACH SEGMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  29

19.      REPRESENTATIONS AND WARRANTIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  29

         19.1      Representations and warranties . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  29
         19.2      Trustee representations and warranties . . . . . . . . . . . . . . . . . . . . . . . . .  32
         19.3      Reliance on representations and warranties . . . . . . . . . . . . . . . . . . . . . . .  33

20.      UNDERTAKINGS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  33

         20.1      General undertakings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  33
         20.2      Undertakings relating to Mortgaged Property  . . . . . . . . . . . . . . . . . . . . . .  41
         20.3      Undertakings relating to Marketable Securities . . . . . . . . . . . . . . . . . . . . .  45
         20.4      Financial undertakings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  46
         20.5      Prepayment on change in distribution of assets . . . . . . . . . . . . . . . . . . . . .  48
         20.6      Undertakings relating to Trust . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  48
         20.7      Term of undertakings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  49

21.      DESIGNATED EVENTS  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  49

         21.1      Designated Events  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  49
         21.2      Consequences . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  54
         21.3      Cash cover for Letters of Credit and Bills . . . . . . . . . . . . . . . . . . . . . . .  54
         21.4      Technical default in payment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  55

22.      GUARANTEE  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  55

         22.1      Guarantee  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  55
</TABLE>
<PAGE>   14
                                                                       Page (iv)

<TABLE>
<S>      <C>                                                                                                 <C>
         22.2      Payment  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  55
         22.3      Unconditional nature of obligation . . . . . . . . . . . . . . . . . . . . . . . . . . .  55
         22.4      No marshalling . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  56
         22.5      No competition . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  57
         22.6      Suspense account . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  57
         22.7      Rescission of payment  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  57
         22.8      Indemnity  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  58
         22.9      Continuing guarantee and indemnity . . . . . . . . . . . . . . . . . . . . . . . . . . .  58
         22.10     Variations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  58
         22.11     judgment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  58
         22.12     Conditions precedent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  58

23.      INTEREST ON OVERDUE AMOUNTS  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  59

         23.1      Accrual and payment  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  59
         23.2      Rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  59

24.      FEES       . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  59

         24.1      Revolving Credit Facility fee  . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  59
         24.2      Letter of credit fee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  59
         24.3      Issuance fee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  60
         24.4      Agent's fee  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  60

25.      INDEMNITIES  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  61

26.      CONTROL ACCOUNTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  61

27.      EXPENSES   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  61

28.      STAMP DUTIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  62

29.      SET-OFF    . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  62

30.      WAIVERS, REMEDIES CUMULATIVE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  62

31.      SEVERABILITY OF PROVISIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  62

32.      SURVIVAL OF REPRESENTATIONS AND INDEMNITIES  . . . . . . . . . . . . . . . . . . . . . . . . . . .  62

33.      MORATORIUM LEGISLATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  63

34.      ASSIGNMENTS  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  63

         34.1      Assignment by Borrower and Guarantor . . . . . . . . . . . . . . . . . . . . . . . . . .  63
         34.2      Assignment by Lenders  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  63
         34.3      Substitution certificates  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  63
         34.4      Disclosure . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  64
         34.5      No increased costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  64

35.      RELATIONSHIP OF LENDERS TO AGENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  64

         35.1      Authority  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  64
         35.2      Instructions; extent of discretion . . . . . . . . . . . . . . . . . . . . . . . . . . .  64
         35.3      No obligation to investigate authority . . . . . . . . . . . . . . . . . . . . . . . . .  65
         35.4      Agent not a fiduciary  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  65
</TABLE>
<PAGE>   15
                                                                        Page (v)

<TABLE>
<S>      <C>                                                                                                 <C>
         35.5      Exoneration  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  65
         35.6      Delegation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  65
         35.7      Reliance on documents and experts  . . . . . . . . . . . . . . . . . . . . . . . . . . .  65
         35.8      Notice of transfer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  65
         35.9      Notice of default  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  66
         35.10     Agent as Lender and banker . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  66
         35.11     Indemnity to Agent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  66
         35.12     Independent investigation of credit  . . . . . . . . . . . . . . . . . . . . . . . . . .  66
         35.13     No monitoring  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  66
         35.14     Information  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  66
         35.15     Replacement of Agent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  67
         35.16     Amendment of Transaction Documents . . . . . . . . . . . . . . . . . . . . . . . . . . .  67

36.      PROPORTIONATE SHARING  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  68

         36.1      Sharing  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  68
         36.2      Refusal to join in action  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  68
         36.3      Sharing when Secured Financing or Bills repaid directly  . . . . . . . . . . . . . . . .  68

37.      AGENT DEALINGS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  69

38.      CONFIDENTIALITY  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  69

         38.1      Confidentiality  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  69
         38.2      Permitted disclosure . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  69
         38.3      Survival of obligation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  70

39.      NOTICES    . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  70

40.      AUTHORISED OFFICERS  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  70

41.      GOVERNING LAW AND JURISDICTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  71

42.      COUNTERPARTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  71

43.      ACKNOWLEDGEMENT  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  71

44.      CONSENTS AND OPINIONS  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  71

45.      SECURITY DOCUMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  71
</TABLE>

         SCHEDULE 1 - LENDERS

         ANNEXURE A - DRAWDOWN NOTICE

         ANNEXURE B - SELECTION NOTICE

         ANNEXURE C - LETTER OF CREDIT AUTHORIZATION

         ANNEXURE D - FORM OF LETTER OF CREDIT

         ANNEXURE E - FINANCIAL INDEBTEDNESS

         ANNEXURE F - SUBSTITUTION CERTIFICATE

         ANNEXURE G - EXECUTIVE CONTRACT
<PAGE>   16

                          SYNDICATED CREDIT AGREEMENT

AGREEMENT dated 3 August 1989, as amended and restated to 18 January 1996
between:

1.        COMWELD GROUP PTY LTD (formerly called Edinen Pty Ltd) (ACN 007 226
          815) incorporated in Victoria of 85 Chifley Drive, Preston, Victoria
          (the BORROWER);

2.        DUXTECH PTY LIMITED (ACN 007 211 190) incorporated in Victoria of 85
          Chifley Drive, Preston, Victoria (DUXTECH), QUETACK PTY LIMITED (ACN
          007 226 575) incorporated in Victoria of 85 Chifley Drive, Preston,
          Victoria (QUETACK) and QUETALA PTY LIMITED (ACN 007 246 862)
          incorporated in Victoria of 85 Chifley Drive, Preston, Victoria in
          its personal capacity and as trustee of the Trust (QUETALA);

3.        THERMADYNE AUSTRALIA PTY LIMITED (ACN 071 843 028) incorporated in
          Victoria of Room 1, Level 24, 385 Bourke Street, Melbourne, Victoria
          (THERMADYNE AUSTRALIA);

4.        EACH BANK OR FINANCIAL INSTITUTION named in Schedule 1 (each a
          LENDER); and

5.        BT MANAGEMENT SERVICES PTY LTD (ACN 008 640 168) of The Chifley
          Tower, 2 Chifley Square, Sydney, New South Wales as agent for the
          Lenders (in this capacity, the AGENT).

RECITAL

The Borrower and each of Thermadyne Australia, Duxtech, Quetack and Quetala
have requested the Lenders to provide the Borrower with facilities under which
financial accommodation of up to a maximum amount of A$37,000,000 may be made
available to the Borrower.

IT IS AGREED as follows.

1.        DEFINITIONS AND INTERPRETATION

1.1       DEFINITIONS

          The following definitions apply unless the context requires
          otherwise.

          ACCOMMODATION DATE means a Drawdown Date or a Selection Date.

          ACCOUNTS means profit and loss accounts, balance sheets and cash flow
          statements together with any statements, reports (including, without
          limitation, any directors' and auditors' reports) and notes attached
          to or intended to be read with any of them.

          ASSOCIATE in relation to an entity means:

          (a)      a Related Corporation of that entity;

          (b)      an entity, or the trustee or manager of a trust, which has a
                   Controlling Interest in that entity, the Trust, or the
                   manager or trustee of the Trust or a Related Corporation of
                   that entity;

          (c)      a Related Corporation of an entity included in paragraph (b)
                   or (e);
<PAGE>   17
                                                                          Page 2


          (d)      an executive director of that entity or an entity included
                   in paragraph (a), (b) or (c) or of the manager or of the
                   trustee of any trust included in paragraph (a), (b) or (c)
                   or a spouse, child, parent or sibling of that director;

          (e)      a corporation, or the trustee or manager of a trust, in
                   which one or more entity or person mentioned in paragraph
                   (a), (b), (c), (d), (e), (f) or (g) alone or together has a
                   Controlling Interest;

          (f)      the trustee of a discretionary trust of which an entity or
                   person included in paragraph (a), (b), (c), (d), (e) or (g)
                   is a beneficiary (whether or not through one or more other
                   discretionary trusts); or

          (g)      an entity of which an executive director of that entity or a
                   Related Corporation of that entity is also a director.

          For the purposes of this definition:

          (i)      where a person is a beneficiary of a discretionary trust,
                   that person will be taken to own, and control, all the
                   assets of that trust;

          (ii)     DIRECTOR has the meaning given in the Corporations Law; and

          (iii)    a person has a CONTROLLING INTEREST in a corporation or
                   trust if:

                   (A)     the person "controls" that corporation or trust, as
                           that term is defined in Accounting Standard AASB
                           1024: Consolidated Accounts: or

                   (B)     the person has a relevant interest (as defined in
                           the Corporations Law) in more than 20% of the issued
                           or voting shares, units or other interests in the
                           corporation or trust (in number, voting power or
                           value), or would have that relevant interest if any
                           rights were exercised to subscribe for, or acquire
                           or convert into, shares, units or other interests
                           which are issued or unissued. The definition of
                           relevant interest applies as if units or other
                           interests were shares.

          AUTHORISATION includes:

          (a)      any consent, authorisation, registration, filing, lodgement,
                   agreement, notarisation, certificate, permission, licence,
                   approval, authority or exemption from, by or with a
                   Governmental Agency; or

          (b)      in relation to anything which will be fully or partly
                   prohibited or restricted by law if a Governmental Agency
                   intervenes or acts in any way within a specified period
                   after lodgement, filing, registration or notification, the
                   expiry of that period without intervention or action.

          AUTHORISED OFFICER means:

          (a)      in respect of the Borrower, Thermadyne Australia or each
                   Guarantor, any director or secretary, or any person from
                   time to time nominated as an Authorised Officer by it by a
                   notice to the Agent accompanied by certified copies of
                   signatures of all new persons so appointed; and

          (b)      in respect of the Agent or a Lender, any person whose title
                   or acting title includes the word MANAGER, DIRECTOR or
                   PRESIDENT or cognate expressions, or any secretary or
                   director.
<PAGE>   18
                                                                          Page 3

          AVAILABILITY PERIOD means for:

          (a)      the Term Facility, the period commencing on the date of this
                   Agreement and expiring on 15 March 1996 or, if earlier, the
                   date on which all Term Commitments are fully utilised; or

          (b)      the Revolving Credit Facility, the period commencing on the
                   date of this Agreement and expiring on 31 December 2000 or,
                   if earlier, the date on which all Revolving Credit
                   Commitments are cancelled.

          BANK BILL RATE in relation to a Funding Period means:

          (a)      the rate determined by the Agent to be the average bid rate
                   (rounded up, if necessary, to the nearest two decimal
                   places) displayed at or about 10.30 am (Sydney time) on the
                   first day of that Funding Period on the Reuters screen BBSY
                   page for a term equivalent or approximately equivalent to
                   the Funding Period; or

          (b)      if:

                   (i)     for any reason there is no rate displayed for a term
                           equivalent or approximately equivalent to the
                           Funding Period; or

                   (ii)    the basis on which that rate is displayed is changed
                           and in the reasonable opinion of the Agent that rate
                           ceases to reflect the Lenders' cost of funding to
                           the same extent as at the date of this Agreement,

                   then the Bank Bill Rate will be the rate determined by the
                   Agent to be the average of the buying rates quoted to the
                   Agent by each of three Australian banks selected by the
                   Agent at or about that time on that date for bills of
                   exchange which are accepted by an Australian bank selected
                   by the Agent and which have a term equivalent or
                   approximately equivalent to the Funding Period. If there are
                   no buying rates the rate will be the rate determined by the
                   Agent to be its cost of funds.

          Rates will be expressed as a yield percent per annum to maturity.

          BENEFICIARY means the beneficiary of a Letter of Credit.

          BILL means a BILL OF EXCHANGE as defined in the Bills of Exchange Act
          1909.

          BILL FACILITY means the Facility provided under Clause 15.

          BUSINESS means the business carried on by the Group comprising the
          manufacture and sale of arc welding equipment, welding consumables,
          gas welding and cutting equipment, high pressure gas control
          products, medical products, consumer spray painting products and
          industrial safety products.

          BUSINESS AGREEMENTS means:

          (a)      the Trade Mark Licence Agreement and the Sale of Trade Marks
                   Agreement each dated 23 December 1993 and each between The
                   Commonwealth Industrial Gases Limited and the Borrower, and
                   any agreement at any time entered into by a member of the
                   Group which amends or replaces either of them;

          (b)      the Marketing Agreements dated 3 August 1989 relating to gas
                   and gear centres, medical equipment and cylinder valves
                   respectively, between the Borrower and The
<PAGE>   19
                                                                          Page 4

                   Commonwealth Industrial Gases Limited and any agreement at
                   any time entered into by a member of the Group with any
                   person which amends or replaces any of them;

          (c)      the deed dated 6 July 1989 between The Commonwealth
                   Industrial Gases Limited and the Borrower in relation to the
                   acquisition of the issued capital in Philippine Welding
                   Equipment Inc.; and

          (d)      the letter dated 6 July 1989 from The Commonwealth
                   Industrial Gases Limited to the Borrower in relation to the
                   acquisition of the rights of The Commonwealth Industrial
                   Gases Limited in P.T. Catu Tehnik Arga Uniggul.

          BUSINESS DAY means a weekday on which banks are open in Sydney and
          Melbourne.

          BUSINESS PLAN means in relation to any calendar year or part of a
          calendar year, the Borrower's cash flow forecast and budgets for that
          year or part together with any reports and notes attached to or
          intended to be read with any of them, containing:

          (a)      details of proposed capital expenditure;

          (b)      the amount of projected purchases and sales between the
                   Borrower or a Guarantor and an Associate of any of them; and

          (c)      other categories of information as the Agent may reasonably
                   require.

          CASH FACILITY means the Facility provided under Clause 14.

          CIG AGREEMENT means the agreement dated 3 August 1989 between The
          Commonwealth Industrial Gases Limited and Toronto Dominion Australia
          Limited (who, on the date of this Agreement, assigned to the Agent
          all its rights in and to that agreement as agent of the Lenders).

          COLLATERAL SECURITY means any Security Interest, Guarantee or other
          document or agreement at any time created or entered into as security
          for any Secured Moneys.

          COMMITMENT in relation to a Lender means:

          (a)      in relation to the Term Facility, its Term Commitment; and

          (b)      in relation to the Revolving Credit Facility, its Revolving
                   Credit Commitment.

          DEED OF RETIREMENT AND APPOINTMENT means the deed dated the date of
          this Agreement under which BT Management Services Pty Ltd is
          substituted for Toronto Dominion Australia Limited as Agent.

          DESIGNATED EVENT means any of the events specified in Clause 21.

          DISTRIBUTION means:

          (a)      any dividend or other distribution, whether of a capital or
                   revenue nature, to a person's shareholders or stockholders
                   as such;

          (b)      any application or distribution of any property or assets to
                   purchase, redeem or otherwise retire any shares or stock in
                   a person;

          (c)      any reduction (followed by any distribution) of a person's
                   capital;
<PAGE>   20
                                                                          Page 5


          (d)      any payment or exchange of property or assets for property,
                   assets or services for a consideration which exceeds the
                   fair market value of the property, assets or services
                   acquired, or any gift;

          (e)      any transfer or settlement or setting aside of property or
                   assets to meet or effect any other Distribution mentioned
                   above.

          DRAWDOWN DATE means the date on which any accommodation under this
          Agreement is or is to be drawn.
        
          DRAWDOWN NOTICE means a notice under Clause 5.

          ENVIRONMENTAL LAW means a provision of a law or a law, which relates
          to an aspect of the environment or health.

          EXECUTIVE means:

          (a)      Dennis George Klanjscek, of 2 Nillumbik Square, Diamond
                   Creek, Victoria;

          (b)      Kingsley Herbert Ediriweera, of 3 Landy Court, Wantirna
                   South, Victoria;

          (c)      George Quigley Aitken, of 2 Vistaway Court, Donvale,
                   Victoria;

          (d)      Robert Leonard Kilcullen, of Lot 6 Keith Court, Research,
                   Victoria;

          (e)      Martin Quinn, of 9 Station Avenue, McKinnon, Victoria;

          (f)      Stanley James Gormley, of 10 The Mews, Viewbank, Victoria;

          (g)      Ross Pilling;

          (h)      Robert Wiseman

          (i)      John Wilson

          FACILITY means the Term Facility, the LC Facility, the Bill Facility
          or the Cash Facility.

          FINANCIAL INDEBTEDNESS means any indebtedness, present or future,
          actual or contingent in respect of moneys borrowed or raised or any
          financial accommodation whatever. Without limitation, it includes
          indebtedness under or in respect of a negotiable or other financial
          instrument, Guarantee, interest, gold or currency exchange, hedge or
          arrangement of any kind, redeemable share, share the subject of a
          Guarantee, discounting arrangement, finance or capital Lease, hire
          purchase, deferred purchase price (for more than 180 days) of an
          asset or service or an obligation to deliver goods or other property
          or provide services paid for in advance by a financier or in relation
          to another other financing transaction.

          FREEHOLD LAND means the whole of the land in the State of Victoria
          comprised in Certificates of Title Volume 9585 Folio 782 and Volume
          8315 Folio 650.

          FUNDING PERIOD means in relation to a Segment of:

          (a)      the Term Facility or the Cash Facility, a period for the
                   fixing of interest rates for the Segment;

          (b)      the Bill Facility, the term of the Bills covered by the
                   Segment; and

          (c)      the LC Facility, the term of the Letter of Credit covered by
                   the Segment.
<PAGE>   21
                                                                          Page 6


          In each case the period commences on the Drawdown Date of the Segment
          or the last day of the preceding Funding Period of the Segment (as
          appropriate) and has a duration selected under Clause 9.

          GOVERNMENTAL AGENCY means any government or any governmental,
          semi-governmental or judicial entity or authority. It also includes
          any self-regulatory organisation established under statute or any
          stock exchange.

          GROUP means Thermadyne Australia and its Subsidiaries.

          GUARANTEE means any guarantee, indemnity, letter of credit, legally
          binding letter of comfort or suretyship, or any other obligation or
          irrevocable offer (whatever called and of whatever nature):

          (a)      to pay or to purchase;

          (b)      to provide funds (whether by the advance of money, the
                   purchase of or subscription for shares or other securities,
                   the purchase of assets, rights or services, or otherwise)
                   for the payment or discharge of;

          (c)      to indemnify against the consequences of default in the
                   payment of; or

          (d)      to be responsible otherwise for,

          an obligation or indebtedness of another person, a dividend,
          distribution, capital or premium on shares, stock or other interests,
          or the insolvency or financial condition of another person.

          GUARANTOR means Duxtech, Quetack or Quetala.

          INDEMNIFIED PARTY means the Agent or a Lender.

          INDEX NUMBER means:

          (a)      the quarterly Consumer Price Index Sydney All Groups number
                   published by the Australian Bureau of Statistics;

          (b)      if the quarterly Consumer Price Index Sydney All Groups
                   number published by the Australian Bureau of Statistics is
                   suspended or discontinued or the basis of calculating that
                   index is changed substantially, the New South Wales Male
                   Basic Wage applicable in the City of Sydney; or

          (c)      if the system or practice of the determination of the New
                   South Wales Male Basic Wage ceases, the index published at
                   the date of this Agreement and at the time of variation of
                   the Agent's Fee (as defined in Clause 24.4) by the
                   Australian Bureau of Statistics which reflects fluctuations
                   of the cost of living in Sydney, which shall be:

                   (i)     as agreed by the Agent and the Borrower; or

                   (ii)    if those parties are unable to agree within 14 days
                           after one of them proposes an index, as may be
                           determined, at the request of either of them, by a
                           suitably qualified person nominated by the President
                           of the Australian Institute of Valuers, whose
                           determination shall be final and binding on the
                           parties (and whose cost shall be born by the
                           Borrower). In making the determination, the person
                           shall act as an expert and not as an arbitrator.
<PAGE>   22
                                                                          Page 7


          INTELLECTUAL PROPERTY means any intellectual or industrial property
          including without limitation:

          (a)      a patent, trade mark or service mark, copyright, registered
                   design, trade secret, or confidential information; or

          (b)      a license or other right to use or to grant the use of any
                   of the foregoing or to be the registered proprietor or user
                   of any of the foregoing.

          LC FACILITY means the Facility provided under Clause 13.

          LEASE means:

          (a)      any lease, charter, hire purchase or hiring arrangement of
                   any property (including, without limitation, a right to use
                   Intellectual Property or a franchise);

          (b)      an agreement under which property is or may be used or
                   operated by a person other than the owner; or

          (c)      an agreement or arrangement under which property is or may
                   be managed or operated by a person other than the owner, and
                   the operator or manager or its Related Corporation or
                   Associate (whether in the same or another agreement or
                   arrangement) is required to make or assure minimum, fixed
                   and/or floating rate payments of a periodic nature.

          LENDER means a bank or financial institution named in Schedule 1.

          LENDER TRANSFER means the lender transfer agreement dated on or about
          the date of this Agreement between Bankers Trust Australia Limited,
          Toronto Dominion Australia Limited, the Borrower and others.

          LETTER OF CREDIT means a standby letter of credit issued or to be
          issued under this Agreement.

          LIQUIDATION includes receivership, compromise, arrangement,
          amalgamation, administration, reconstruction, winding up,
          dissolution, assignment for the benefit of creditors, bankruptcy or
          death.

          MAJORITY LENDERS means Lenders whose Commitments are more than two
          thirds of the total of the Commitments.

          MARGIN means:

          (a)      in relation to the Term Facility: 1.50% per annum; and

          (b)      in relation to the Revolving Credit Facility: 0.75% per
                   annum.

          MARKETABLE SECURITY has the meaning given in the Corporations Law,
          but also includes:

          (a)      a document referred to in the exceptions to the definition
                   of "debenture" in the Corporations Law;

          (b)      a unit or other interest in a trust or partnership;

          (c)      a negotiable instrument; and

          (d)      a right or an option in respect of a Marketable Security,
                   whether issued or unissued, including, without limitation,
                   any of the above.
<PAGE>   23
                                                                          Page 8


          MATERIAL ADVERSE EFFECT means, in the reasonable opinion of the
          Agent, a material adverse effect on the ability of a Relevant Company
          to perform its obligations under a Relevant Document, on the security
          of the Indemnified Parties or on the financial condition or business
          of a Relevant Company.

          MATERIAL DOCUMENT means:

          (a)      a Transaction Document;

          (b)      the Trust Deed;

          (c)      the Business Agreements; or

          (d)      another document or agreement which is material to the
                   Business, the Mortgaged Property or the security of the
                   Indemnified Parties, or which is specified by the Agent as
                   being so.

          MORTGAGE means the mortgage dated 3 August 1989 between Quetala and
          the Agent (as the successor of Toronto Dominion Australia Limited) in
          respect of the Freehold Land.

          MORTGAGED PROPERTY means the property mortgaged or charged by a
          Security Document or any Collateral Security.

          NEW RIGHTS means all assets, rights, powers and proceeds of any
          nature at any time attaching to, or arising out of a holding in, any
          Marketable Securities included in the Mortgaged Property, including,
          without limitation:

          (a)      all money, distributions and dividends;

          (b)      any Marketable Security, any right to take up Marketable
                   Securities or any allotment of further Marketable
                   Securities, and includes any certificate or other evidence
                   of title to the Marketable Securities or to anything
                   specified in this definition;

          (c)      any proceeds of, or of the disposal of, anything specified
                   in this definition; and

          (d)      any Marketable Security resulting from the conversion,
                   consolidation or sub-division of a Marketable Security, and
                   includes any certificate or other evidence of title to a
                   Marketable Security or to anything specified in this
                   definition.

          PARENT FUNDING means Financial Indebtedness of the Borrower or a
          Guarantor at any time to Thermadyne Holdings, Thermadyne Australia or
          another of its holding companies (other than Duxtech).

          POTENTIAL DESIGNATED EVENT means anything which with the giving of
          notice or passage of time or both would become a Designated Event.

          PRINCIPAL OUTSTANDING means the total principal amount of all
          outstanding Segments.

          QUARTERLY DATE means the last day of March, June, September and
          December in each year.

          RELATED CORPORATION has the meaning given to RELATED BODY CORPORATE
          in the Corporations Law, but on the basis that SUBSIDIARY has the
          meaning given in this Agreement and that BODY CORPORATE includes any
          entity or a trust.
<PAGE>   24
                                                                          Page 9

          RELEVANT COMPANY means:

          (a)      Thermadyne Australia, the Borrower, a Guarantor or any of
                   their respective Subsidiaries; or

          (b)      another person who gives or creates a Guarantee or Security
                   Interest which secures any Secured Moneys.

          RELEVANT DOCUMENT means a Transaction Document or a Material
          Document.

          RELIQUEFICATION BILL means a Bill drawn under Clause 12.

          REPAYMENT DATE means in relation to:

          (a)      the Term Facility, 30 June 1996, 31 December 1996, 30 June
                   1997, 31 December 1997, 30 June 1998, 31 December 1998, 30
                   June 1999, 31 December 1999, 30 June 2000 and 31 December
                   2000; and

          (b)      the Revolving Credit Facility, 31 December 2000.

          RESTRICTED TRANSACTION means any transaction entered into or to be
          entered into by the Borrower or a Guarantor which does or might
          result in the Borrower or a Guarantor being or becoming liable to
          make a payment or to deliver any property or assets to, or in respect
          of any liability of, an Associate of the Borrower or of a Guarantor
          other than the allotment of ordinary shares in the Borrower or a
          Guarantor for full consideration in cash.

          REVOLVING CREDIT COMMITMENT in relation to a Lender means the amount
          opposite its name in Column 2 of Part B of Schedule 1, as reduced or
          canceled under this Agreement.

          REVOLVING CREDIT FACILITY means the LC Facility, the Bill Facility
          and the Cash Facility.

          SAME DAY FUNDS means a bank cheque or other immediately available
          funds.

          SECURED FINANCING means accommodation provided to the Borrower by a
          Beneficiary on the security of a Letter of Credit.

          SECURED MONEYS means all money which the Borrower (whether alone or
          with another person) is or at any time may become actually or
          contingently liable to pay to or for the account of an Indemnified
          Party (whether alone or with another person) for any reason whatever
          under or in connection with a Transaction Document.

          It includes, without limitation, money by way of principal, interest,
          fees, costs, indemnities, charges, duties or expenses or payment of
          liquidated or unliquidated damages under or in connection with a
          Transaction Document, or as a result of a breach of or default under
          or in connection with a Transaction Document.

          Where the Borrower would have been liable but for its Liquidation, it
          will be taken still to be liable.

          SECURITY DOCUMENT means:

          (a)      the Unit Mortgage dated 3 August 1989 between Quetack and
                   the Agent (as the successor of Toronto Dominion Australia
                   Limited);

          (b)      the Charge dated 3 August 1989 between the Borrower and the
                   Agent (as the successor of Toronto Dominion Australia
                   Limited) in respect of Victorian property;
<PAGE>   25

                                                                         Page 10

          (c)      the Charge dated 3 August 1989 between the Borrower and the
                   Agent (as the successor of Toronto Dominion Australia
                   Limited) in respect of non-Victorian property;

          (d)      the Charge dated 3 August 1989 between Quetala and the Agent
                   (as the successor of Toronto Dominion Australia Limited);

          (e)      the Charge dated 3 August 1989 between Duxtech and the Agent
                   (as the successor of Toronto Dominion Australia Limited);
                   and

          (f)      the Mortgage.

          SECURITY INTEREST includes any mortgage, pledge, lien or charge or
          any security or preferential interest or arrangement of any kind or
          any other right of, or arrangement with, any creditor to have its
          claims satisfied in priority to other creditors with, or from the
          proceeds of, any asset.

          Without limitation it includes retention of title other than in the
          ordinary course of day-to-day trading and a deposit of money by way
          of security but it excludes a charge or lien arising in favor of a
          Governmental Agency by operation of statute unless there is default
          in payment of moneys secured by that charge or lien.

          SEGMENT means each portion of the accommodation made available under
          a Facility which has the same Funding Period and Selection Date.

          SELECTION DATE means the last day of a Funding Period or a day on
          which any switch is or is to be made under this Agreement.

          SELECTION NOTICE means a notice under Clause 8.

          SHARE of a Lender, in respect of a Segment, means the proportion of
          that Lender's participation in that Segment to the amount of the
          Segment (such proportion to be determined under Clause 2).

          SUBSIDIARY has the meaning given in the Corporations Law but so that:

          (a)      an entity will also be deemed to be a Subsidiary of a
                   company if it is controlled by that company (expressions
                   used in this paragraph have the meanings given for the
                   purposes of Parts 3.6 and 3.7 of the Corporations Law);

          (b)      a trust may be a Subsidiary, for the purposes of which a
                   unit or other beneficial interest will be regarded as a
                   share; and

          (c)      a corporation or trust may be a Subsidiary of a trust if it
                   would have been a Subsidiary if that trust were a
                   corporation.

          TAX includes any tax, levy, impost, deduction, charge, rate, duty,
          compulsory loan or withholding which is levied or imposed by a
          Governmental Agency, and any related interest, penalty, charge, fee
          or other amount.

          TERM COMMITMENT in relation to a Lender means the amount opposite its
          name in Column 2 of Part A of Schedule 1, as reduced or cancelled
          under this Agreement.

          TERM FACILITY means the Facility provided under Clause 12.

          THERMADYNE HOLDINGS means Thermadyne Holdings Corporation of 101
          South Hanley Road, St Louis, MO 63105.
<PAGE>   26
                                                                         Page 11

          THERMADYNE SHAREHOLDERS LOAN means the loan made on or about the date
          of this Agreement by Thermadyne Holdings to Thermadyne Australia (as
          contemplated by clause 2(b)(xii) of the Lender Transfer).

          TRANSACTION DOCUMENT means

          (a)      this Agreement;

          (b)      each Security Document and any Collateral Security;

          (c)      the CIG Agreement;

          (d)      the Deed of Retirement and Appointment; or

          (e)      the Lender Transfer,

          or a document or agreement entered into or provided under or in
          connection with, or for the purpose of amending or novating, any of
          the above.  It includes, without limitation, an undertaking by or to
          a party or its lawyers under or in relation to any of the above.

          TRUST means the trust known as "Quetala Unit Trust" established under
          the Trust Deed.

          TRUST DEED means the deed entitled "Unit Trust Deed" between Quetala
          and Quetack dated 27 July 1989.

          UNDRAWN REVOLVING CREDIT COMMITMENT means a Lender's Revolving Credit
          Commitment less the total principal amount of its Share of all
          outstanding Segments of the Revolving Credit Facility.

          1.2      INTERPRETATION

          Headings are for convenience only and do not affect interpretation.
          The following rules apply unless the context requires otherwise.

          (a)      The singular includes the plural and the converse.

          (b)      A gender includes all genders.

          (c)      Where a word or phrase is defined, its other grammatical
                   forms have a corresponding meaning.

          (d)      A reference to a person, corporation, trust, partnership,
                   unincorporated body or other entity includes any of the
                   foregoing.

          (e)      A reference to a Clause, Annexure or Schedule is a reference
                   to a clause of, or annexure or schedule to, this Agreement.

          (f)      A reference to a party to this Agreement or another
                   agreement or document includes the party's successors and
                   permitted substitutes or assigns.

          (g)      A reference to an agreement or document is to the agreement
                   or document as amended, novated, supplemented or replaced
                   from time to time, except to the extent prohibited by this
                   Agreement.

          (h)      A reference to legislation or to a provision of legislation
                   includes a modification or re-enactment of it, a legislative
                   provision substituted for it and a regulation or statutory
                   instrument issued under it.
<PAGE>   27
                                                                         Page 12


          (i)      A reference to WRITING includes a facsimile transmission and
                   any means of reproducing words in a tangible and permanently
                   visible form.

          (j)      A reference to conduct includes, without limitation, an
                   omission, statement or undertaking, whether or not in
                   writing.

          (k)      A reference to discounting a Bill includes selling it as
                   agent for the Borrower.

          (l)      A Designated Event SUBSISTS until it has been waived in
                   writing by the Agent acting on the instructions of all
                   Lenders.

          (m)      A reference to an amount for which a person is contingently
                   liable includes, without limitation, an amount which that
                   person may become actually or contingently liable to pay if
                   a contingency occurs, whether or not that liability will
                   actually arise.

          (n)      SUBSTANTIAL means not merely nominal.

          (o)      All references to dollars are to Australian dollars.

1.3       DETERMINATION, STATEMENT AND CERTIFICATE

          Except where otherwise provided in this Agreement any determination,
          statement or certificate by the Agent or any Lender or an Authorised
          Officer of the Agent or any Lender provided for in this Agreement is
          sufficient evidence of each thing determined, stated or certified
          unless it is proven wrong.

1.4       DOCUMENT OR AGREEMENT

          A reference to an AGREEMENT includes a Security Interest, Guarantee,
          undertaking, deed, agreement or legally enforceable arrangement
          whether or not in writing. A reference to a DOCUMENT includes an
          agreement (as so defined) in writing or a certificate, notice,
          instrument or document.

1.5       REPAYMENT AND PREPAYMENT

          A reference to REPAYMENT or PREPAYMENT of:

          (a)      all or part of a Segment of the LC Facility is to payment to
                   the Agent of the whole or the relevant portion of the face
                   amount of the relevant Letter of Credit or the reduction,
                   expiry or cancellation of that Letter of Credit (if that
                   Letter of Credit has not been drawn on); and

          (b)      all or part of a Segment of the Bill Facility is to payment
                   to the Agent of the total face amount of the Bills
                   comprising that Segment or part.

1.6       PRINCIPAL

          A reference to PRINCIPAL or PRINCIPAL AMOUNT, in relation to a
          Segment of:

          (a)      the LC Facility, is to the face amount of the Letter of
                   Credit comprising that Segment; and

          (b)      the Bill Facility, is to the total face amount of the
                   outstanding Bills comprising that Segment.
<PAGE>   28
                                                                         Page 13

1.7       OUTSTANDING

          (a)      A reference to an OUTSTANDING Letter of Credit is to a
                   Letter of Credit which has not expired (or which has expired
                   but a draft has been drawn or payment made under it) and for
                   which the Borrower has not provided cash cover under this
                   Agreement or reimbursement in full.

          (b)      A reference to an OUTSTANDING Bill is to a Bill which has
                   been accepted or discounted under this Agreement for which
                   the Borrower has not paid the face amount or provided cash
                   cover under this Agreement (whether or not that Bill has
                   matured or been presented for payment or been paid on
                   presentation by the relevant Lender).

1.8       LISTING REQUIREMENTS INCLUDED AS LAW

          A listing rule or business rule of a stock exchange (as defined in
          section 603 of the Corporations Law) will be regarded as a LAW.

1.9       TRUST

          Unless the context requires otherwise, a reference to a transaction,
          asset, act or liability of any nature of Quetala includes its
          transactions, assets, acts or liabilities as trustee of the Trust.
          Where Quetala incurs an obligation, it incurs that obligation both in
          its own right and in its capacity as trustee, unless the obligation
          relates only to an asset which it holds in its own right and not as
          trustee.  Without limitation, a reference to a RELATED CORPORATION of
          Quetala includes a Related Corporation of the Trust.

1.10      CURRENT ACCOUNTING PRACTICE AND ACCOUNTING TERMS

          A reference to CURRENT ACCOUNTING PRACTICE is to accounting
          principles and practices applying by law or otherwise generally
          accepted in Australia, consistently applied.  Unless otherwise
          defined, accounting terms should be interpreted in accordance with
          current accounting practice.

1.11      DATE OF THIS AGREEMENT

          A reference to the DATE OF THIS AGREEMENT is to the date of the sixth
          amending agreement to this Agreement, namely 18 January 1996.

1.12      TRANSITIONAL

          All Bills and Letters of Credit accepted or issued (as appropriate)
          under this Agreement before the date of this Agreement and
          outstanding on that date will be taken to have been accepted or
          issued (as appropriate) under the Revolving Credit Facility.

1.13      RELEVANT AGREEMENT

          This Agreement and each other Transaction Document is a RELEVANT
          AGREEMENT within the meaning of each Security Document.

1.14      COMMONWEALTH INDUSTRIAL GASES LIMITED

          The Commonwealth Industrial Gases Limited has changed its name to BOC
          Gases Australia Limited.

2.        COMMITMENTS

2.1       COMMITMENTS

          Subject to this Agreement each Lender agrees with the Borrower to
          make available its participation in each Segment of each Facility.
          The total principal amount of a Lender's participation in all
          outstanding Segments of:
<PAGE>   29
                                                                         Page 14


          (a)      the LC Facility, the Bill Facility and the Cash Facility
                   will not at any time exceed its Revolving Credit Commitment;
                   and

          (b)      the Term Facility will not at any time exceed its Term
                   Commitment.

2.2       ALLOCATION AMONG LENDERS

          Each Lender shall participate in each Segment of a Facility ratably
          according to its Commitment for that Facility.

2.3       OBLIGATIONS SEVERAL

          The obligations and rights of each Lender under this Agreement are
          several and:

          (a)      failure of a Lender to carry out its obligations does not
                   relieve any other Lender of its obligations;

          (b)      no Lender is responsible for the obligations of any other
                   Lender or the Agent; and

          (c)      subject to the Transaction Documents each Lender may
                   separately enforce its rights under any Transaction
                   Document.

3.        CANCELLATION OF COMMITMENTS

3.1       DURING AVAILABILITY PERIOD - REVOLVING CREDIT COMMITMENTS

          (a)      On giving not less than five Business Days irrevocable
                   notice to the Agent the Borrower may cancel all or part of
                   the Undrawn Revolving Credit Commitments during the
                   Availability Period for the Revolving Credit Facility.  A
                   partial cancellation must be in a minimum of $1,000,000 and
                   in a whole multiple of $1,000,000 unless the Agent agrees
                   otherwise.

          (b)      Any partial cancellation will be applied ratably against the
                   Undrawn Revolving Credit Commitment of each Lender. The
                   Agent shall promptly notify each Lender of any notice
                   received under this clause and the amount of that Lender's
                   Revolving Credit Commitment which is cancelled.

3.2       AT END OF AVAILABILITY PERIOD

          All the Commitments for a Facility will be cancelled automatically at
          the close of business (Sydney time) on the last day of the
          Availability Period for that Facility.

3.3       REDUCTION ON REPAYMENT OR PREPAYMENT - TERM FACILITY

          On any repayment under Clause 10.1 or any prepayment of all or part
          of the Principal Outstanding of the Term Facility, the Term
          Commitments will be reduced by an amount equal to the principal
          amount so repaid or prepaid.

4.        PURPOSE

          The Borrower shall use the net proceeds of all accommodation provided
          under this Agreement and of any Secured Financing:

          (a)      in the case of accommodation provided under the Term
                   Facility, in accordance with Clause 12.1; or
<PAGE>   30
                                                                         Page 15


          (b)      in any other case, for its working capital or trade finance
                   requirements from time to time, and for no other purpose.

5.        DRAWDOWN NOTICES

5.1       WHEN NOTICE TO BE GIVEN

          Whenever the Borrower wishes to make a drawing under the Revolving
          Credit Facility it shall give to the Agent an irrevocable Drawdown
          Notice substantially in the form of Annexure A. That Drawdown Notice
          must be received by the Agent by 11 am (Sydney time) five Business
          Days before the proposed Drawdown Date (which must be a Business
          Day).

5.2       NOTICE OF FACILITY

          Each Drawdown Notice will specify whether a drawing is to be made
          under the LC Facility, the Bill Facility or the Cash Facility.

5.3       NOTIFICATION OF LENDERS

          The Agent shall give prompt notice to each Lender of the contents of
          each Drawdown Notice and the amount of each Lender's Share of each
          Segment of the relevant Facility requested.

6.        SWITCHING, SPLITTING AND COMBINATION OF SEGMENTS

6.1       BETWEEN FACILITIES

          Subject to this Agreement, pursuant to a Selection Notice, the
          Borrower may switch all or part of any Segment:

          (a)      once only, in accordance with Clause 12.1, from the Bill
                   Facility to the Term Facility; or

          (b)      from the LC Facility, the Bill Facility or the Cash Facility
                   to another such Revolving Credit Facility.

6.2       LIMITATIONS ON SWITCHING

          Subject to Clause 12.1, the Borrower may only switch under this
          clause:

          (a)      all or part of any Segment of the Bill Facility or the Cash
                   Facility on the last day of a Funding Period for that
                   Segment;

          (b)      all or part of any Segment of the LC Facility on
                   cancellation of all or part of the relevant Letter of Credit
                   to the satisfaction of the Agent;

          (c)      where part only of a Segment is switched into another
                   Facility, if each of the resulting Segments will comply with
                   Clause 7.1; and

          (d)      if on the Selection Date it repays the amount of the Segment
                   which is to be switched.

6.3       SPLITTING AND COMBINATION

          Subject to Clause 7, the Borrower may split or combine Segments.
<PAGE>   31
                                                                         Page 16

7.        AMOUNT AND NUMBER OF SEGMENTS

7.1       PRINCIPAL AMOUNT OF SEGMENTS

          The Borrower shall ensure that the principal amount of each Segment
          is a minimum of A$1,000,000 and a whole multiple of A$500,000.

7.2       NUMBER OF SEGMENTS

          The Borrower shall ensure that there are no more than 10 Segments
          outstanding at any time.

8.        SELECTION NOTICE

8.1       WHEN NOTICE TO BE GIVEN

          By 11 am (Sydney time) three Business Days before the last day of
          each Funding Period the Borrower shall give to the Agent an
          irrevocable Selection Notice unless the Borrower is obliged to repay
          or prepay the relevant Segment on that last day in accordance with
          this Agreement. The Selection Notice must be substantially in the
          form of Annexure B.

8.2       FAILURE TO GIVE SELECTION NOTICE

          If the Borrower fails to give a Selection Notice in accordance with
          Clause 8.1 it will be taken to have served a Selection Notice
          electing to continue the Segment under the same Facility with the
          same Funding Period, and making without qualification the statement
          set out in paragraph (4)(a) and (b) of Annexure B.

8.3       NOTIFICATION OF LENDERS

          The Agent shall give prompt notice to each Lender of the contents of
          each Selection Notice and the amount of each Lender's Share of each
          Segment to be continued.

9.        SELECTION OF FUNDING PERIODS

          (a)      Subject to this Clause, the Borrower may only select the
                   following Funding Periods for the following Facilities:

                   (i)       Term Facility: one, two, three, four or six
                             months;

                   (ii)      Bill Facility or Cash Facility: one, two, three,
                             four or six months; and

                   (iii)     LC Facility: up to 12 months or any longer period
                             agreed by all Lenders.

          (b)      The Borrower may select any other period agreed by the
                   Agent.

          (c)      Should a Funding Period end on a day which is not a Business
                   Day, that Funding Period will be extended to the next
                   Business Day in the same calendar month or, if none, the
                   preceding Business Day.

          (d)      If a Funding Period of a number of months commences on a
                   date in a month and there is no corresponding date in the
                   month in which it is to end, it will end on the last
                   Business Day of the latter month.

          (e)      No Funding Period for a Segment of a Facility may extend
                   beyond the final Repayment Date for that Facility. The
                   Borrower shall select Funding Periods for Segments of the
                   Term Facility so as to ensure that each Repayment Date for
                   that Facility coincides with the last day of Funding Periods
                   of outstanding Segments of
<PAGE>   32
                                                                         Page 17

                   the Term Facility which have a principal amount not less
                   than the principal amount to be repaid on that day.

          (f)      If the Borrower fails to select Funding Periods complying
                   with this clause the Agent may vary any Drawdown Notice or
                   Selection Notice to ensure compliance.

10.       REPAYMENT

10.1      REPAYMENT - TERM FACILITY

          (a)      The Borrower shall repay the Principal Outstanding under the
                   Term Facility by installments on the Repayment Dates for
                   that Facility.

          (b)      Each instalment will be of a principal amount in accordance
                   with the following:

<TABLE>
<CAPTION>

         -----------------------------------------------------------------
            REPAYMENT DATE             AMORTISATION          TERM FACILITY
                                       (A$MILLION)             PRINCIPAL
                                                              OUTSTANDING
                                                              (A$MILLION)
         -----------------------------------------------------------------
         <S>                                 <C>                   <C>
         -----------------------------------------------------------------
         30 June 1996                        0 .5                  14.5
         -----------------------------------------------------------------
         31 December 1996                    0 .5                  14.0
         -----------------------------------------------------------------
         30 June 1997                        1 .5                  12.5
         -----------------------------------------------------------------
         31 December 1997                    1 .5                  11.0
         -----------------------------------------------------------------
         30 June 1998                        1 .5                  9 .5
         -----------------------------------------------------------------
         31 December 1998                    1 .5                  8 .0
         -----------------------------------------------------------------
         30 June 1999                        2 .0                  6 .0
         -----------------------------------------------------------------
         31 December 1999                    2 .0                  4 .0
         -----------------------------------------------------------------
         30 June 2000                        2 .0                  2 .0
         -----------------------------------------------------------------
         31 December 2000                    2 .0                  0 .0
         -----------------------------------------------------------------
</TABLE>

          (c)      The final instalment will be the Principal Outstanding under
                   the Term Facility as at the final Repayment Date.

10.2      REPAYMENT - REVOLVING CREDIT FACILITY

          The Borrower shall repay the Principal Outstanding under the
          Revolving Credit Facility on the Repayment Date for that Facility.

10.3      ALLOCATION AMONG LENDERS

          Repayments under each Facility will be applied ratably among the
          Lenders according to their participations in the Principal
          Outstanding for that Facility.

10.4      ALLOCATION AMONG SEGMENTS

          All repayments will be applied in reduction of those Segments which
          the Borrower may specify after consultation with the Agent. To the
          extent practicable repayments will only be applied against Segments
          which have Selection Dates falling on the relevant Repayment Date.
<PAGE>   33
                                                                         Page 18

11.       PREPAYMENTS

11.1      VOLUNTARY PREPAYMENTS

          (a)      Subject to this clause, if it gives at least 5 Business
                   Days' prior notice to the Agent (who shall promptly notify
                   the Lenders) the Borrower may prepay all or part of the
                   Principal Outstanding under the Term Facility or the
                   Revolving Credit Facility. That notice is irrevocable. The
                   Borrower shall prepay in accordance with it.

          (b)      Unless the Agent agrees otherwise, prepayment of part only
                   of a Segment may only be made in a principal amount of a
                   minimum of $1,000,000 and a whole multiple of $1,000,000.

11.2      PREPAYMENTS OF TERM FACILITY

          (a)      The Borrower may not prepay under Clause 11.1 all or part of
                   the Principal Outstanding of the Term Facility unless at the
                   same time it cancels an amount of the Revolving Credit
                   Commitments equal to the same proportion of the total
                   Revolving Credit Commitments as the Principal Outstanding of
                   the Term Facility to be prepaid bears to the total Principal
                   Outstanding of the Term Facility.

          (b)      Cancellations affecting utilized Revolving Credit
                   Commitments may only be made on the last day of the Funding
                   Period of Segments of the Revolving Credit Facility of a
                   total principal amount at least equal to the utilized amount
                   to be canceled. The Borrower shall reduce the Principal
                   Outstanding of the Revolving Credit Facility to the extent
                   necessary to ensure that it does not exceed at any time the
                   total Revolving Credit Commitments.

11.3      VOLUNTARY PREPAYMENT ON EXPIRY OF FUNDING PERIOD

          Prepayments under Clause 11.1 may only be made on the last day of the
          Funding Period of the relevant Segment.

11.4      INTEREST

          The Borrower shall pay any interest accrued on any amount prepaid
          under this Agreement at the time of the prepayment.

11.5      LIMITATION ON PREPAYMENTS

          The Borrower may not prepay all or part of the Principal Outstanding
          except in accordance with this Agreement.

11.6      APPLICATION AGAINST REPAYMENT INSTALLMENTS

          Prepayments of the Principal Outstanding under the Term Facility will
          be applied against repayment installments under the Term Facility in
          inverse order of maturity.

11.7      APPORTIONMENT

          Prepayments under Clause 11.1 will be applied ratably in reduction of
          the respective participations of all the Lenders in the Principal
          Outstanding under the applicable Facility.

11.8      NO REDRAWING - TERM FACILITY

          Prepayments or repayments under the Term Facility will not be
          available for redrawing.
<PAGE>   34
                                                                         Page 19

11.9      REDRAWING - REVOLVING CREDIT FACILITY

          Subject to this Agreement, prepayments or repayments under the
          Revolving Credit Facility will be available for redrawing.

12.       TERM FACILITY

12.1      SWITCH FROM BILL FACILITY

          (a)      The Borrower will be taken to have served a Selection Notice
                   electing to switch, on the date of this Agreement, Segments
                   (or parts of Segments) of the Bill Facility of a total
                   principal amount equal to the sum of the Term Commitments,
                   into a Segment of the Term Facility with a Funding Period of
                   one month commencing on the date of this Agreement.

          (b)      Despite Clause 15.8, the Borrower will not be obliged to
                   repay the Segments (or parts of Segments) of the Bill
                   Facility which are to be switched under paragraph (a) but
                   from the date of this Agreement an amount equal to the total
                   face amount of the Bills comprising those Segments or parts
                   will be taken to be an outstanding Segment of the Term
                   Facility.

12.2      INTEREST

          Interest will accrue from day to day on the outstanding principal
          amount of each Segment of the Term Facility at the rate calculated by
          the Agent to be the aggregate of the applicable Margin and the Bank
          Bill Rate for the relevant Funding Period. The Borrower shall pay
          accrued interest in arrears on the last day of each Funding Period
          and on repayment or prepayment of all or the relevant part of the
          Segment.

12.3      PREPARATION OF RELIQUEFICATION BILLS

          The Borrower irrevocably and for valuable consideration authorizes
          each Lender (at the option of the Lender) from time to time:

          (a)      to prepare Reliquefication Bills in relation to a Segment of
                   the Term Facility; and

          (b)      by its Authorized Officer, to sign them as drawer, endorser
                   and/or acceptor in the name of and on behalf of the
                   Borrower.

12.4      REQUIREMENTS OF RELIQUEFICATION BILLS

          (a)      The total face amount of Reliquefication Bills prepared by
                   any Lender and outstanding in relation to any Segment must
                   not at any time exceed:

                   (i)       that Lender's Share of the principal amount of
                             that Segment; plus

                   (ii)      the total interest which has accrued or will
                             accrue on that Share during the relevant Funding
                             Period.

          (b)      Reliquefication Bills must mature on or before the last day
                   of the relevant Funding Period.

12.5      DEALING WITH RELIQUEFICATION BILLS

          Each Lender may realize or deal with any Reliquefication Bill
          prepared by it as it thinks fit.
<PAGE>   35
                                                                         Page 20

12.6      INDEMNITY

          (a)      Each Lender shall indemnify the Borrower on demand against
                   all liabilities, costs and expenses incurred by the Borrower
                   by reason of it being a party to a Reliquefication Bill
                   prepared by that Lender.

          (b)      Paragraph (a) does not affect any obligation of the Borrower
                   under this Agreement. In particular the obligation of the
                   Borrower to pay any principal, interest or other moneys
                   under this Agreement is absolute and unconditional. It is
                   not in any way affected by any liability of a Lender,
                   contingent or otherwise, under this indemnity.

          (c)      If a Reliquefication Bill is presented to the Borrower and
                   the Borrower discharges it by payment, the amount of that
                   payment will be deemed to have been applied against the
                   moneys outstanding under this Agreement to that Lender.

12.7      STAMP DUTY ON RELIQUEFICATION BILLS

          Each Lender shall pay any stamp duty on Reliquefication Bills
          requested by it.

13.       LC FACILITY

13.1      ISSUE OF LETTERS OF CREDIT

          Subject to this Agreement, whenever the Borrower gives a Drawdown
          Notice or Selection Notice requesting a Segment of the LC Facility:

          (a)      the Agent shall promptly notify the Lenders;

          (b)      by 11.00 am (Sydney time) on the second Business Day before
                   each Accommodation Date each Lender shall authorize the
                   Agent to execute and issue on its behalf the Letter of
                   Credit requested in the relevant Drawdown Notice or
                   Selection Notice;

          (c)      that authorization must be substantially in the form of
                   Annexure C and must be given by tested telex or other means
                   acceptable to the Agent; and

          (d)      if it receives those authorizations, on that Accommodation
                   Date the Agent shall issue the Letter of Credit on behalf of
                   the Lenders in their respective Shares.

13.2      FORM AND BENEFICIARY

          (a)      Each Letter of Credit must be substantially in the form of
                   Annexure D or in any other form agreed by the Agent, the
                   Borrower and the Lenders.

          (b)      The Beneficiary must be Commonwealth Bank of Australia or
                   another person agreed by the Agent and the Borrower.

13.3      EXPIRY DATE

          Each Letter of Credit must expire on the last day of the Funding
          Period of the relevant Segment specified in the relevant Drawdown
          Notice or Selection Notice.

13.4      CAP AND AMOUNT

          (a)      The aggregate principal amount of all accommodation
                   outstanding under the LC Facility must not at any time
                   exceed A$10,000,000.
<PAGE>   36
                                                                         Page 21


          (b)      The face amount of any Letter of Credit must be a minimum of
                   A$2,000,000, or any other amount agreed by the Agent, and
                   must not cause a breach of the limit in Clause 2.1.

13.5      SECURED FINANCING

          (a)      The Borrower shall ensure that it is a term of any Secured
                   Financing that at any time after a declaration by the Agent
                   under Clause 21.2(a) all moneys owing under that Secured
                   Financing (whether actually or contingently) will be
                   immediately due and payable upon written request by the
                   Agent (acting on the instructions of the Majority Lenders)
                   to the Beneficiary.

          (b)      The Secured Financing must be on terms and conditions
                   acceptable to the Agent.

13.6      LENDER AS BENEFICIARY

          A Lender may be a Beneficiary of a Letter of Credit. In that case,
          when demand is made by it under the Letter of Credit, it will be
          deemed to have made a payment equal to its Share of the amount of the
          demand.

13.7      AGENT'S AUTHORITY

          Each Lender irrevocably authorizes the Agent to issue Letters of
          Credit on its behalf and in its name in accordance with this Clause.
          The Agent may rely on any tested telex or other communication that it
          believes genuine.

13.8      NOTIFICATION OF ISSUE

          The Agent shall promptly inform the Lenders of the issue of any
          Letter of Credit.

13.9      DRAWINGS PROCEDURE

          (a)      The Agent shall give each Lender prompt notice of any claim
                   under any Letter of Credit. That notice will include or have
                   attached the form of the claim and its annexures and specify
                   the amount claimed from that Lender.

          (b)      If the claim complies with the Letter of Credit each Lender
                   shall pay the Agent the amount payable by that Lender under
                   the Letter of Credit as soon as practicable and no later
                   than the next Business Day.

13.10     RECOVERY BY AGENT

          (a)      Unless it has received notice to contrary, the Agent may
                   assume that each Lender will pay the full amount payable by
                   it under Clause 13.9(b). In reliance on that assumption it
                   may pay that amount to the Beneficiary under the Letter of
                   Credit. It is not bound to do so.

          (b)      If that amount is paid by the Agent but is not paid by the
                   Lender:

                   (i)       the Agent may recover it from the Lender on demand
                             with interest, which will accrue at the rate
                             determined by the Agent, in accordance with its
                             usual practice, as the rate for advances of
                             similar duration and amount to banks and financial
                             institutions of the standing of the Lender; and

                   (ii)      so long as and to the extent that it is not paid
                             by the Lender the Agent may recover it from the
                             Borrower under Clause 13.12 as if it were a
<PAGE>   37
                                                                         Page 22

                             Lender and the relevant amount had been paid by it
                             as a Lender under the Letter of Credit.

                   The Agent may make simultaneous claims under sub-paragraphs
                   (i) and (ii) but, with the exception of accrued interest,
                   amounts paid under one will commensurately reduce the amount
                   payable under the other.

13.11     PAYMENT OF SECURED FINANCINGS BY BORROWER

          The Borrower shall pay all principal, interest and other amounts when
          due and payable under or in relation to each Secured Financing.

13.12     INDEMNITY

          (a)      (PAYMENT) On demand the Borrower shall pay to the Agent in
                   the currency of the relevant Letter of Credit for the
                   account of each Lender all amounts paid or required to be
                   paid by the Lender under any Letter of Credit together with
                   interest from the date of payment under the Letter of Credit
                   calculated as specified in Clause 23.

          (b)      (GENERAL INDEMNITY) On demand the Borrower shall indemnify
                   each Lender and the Agent against any loss, cost, charge,
                   liability or expense sustained or incurred in relation to
                   any Letter of Credit or as a direct or indirect consequence
                   of any claim made or purported to be made under any Letter
                   of Credit, or anything done by any person who is, or claims
                   to be, entitled to the benefit of a Letter of Credit.

13.13     OBLIGATIONS UNCONDITIONAL

          The Borrower's obligations under Clause 13.12 are absolute and
          unconditional. They will not be subject to any reduction, termination
          or other impairment by any set-off, deduction, abatement,
          counterclaim, agreement, defence, suspension, deferment or otherwise
          and the Borrower will not be released, relieved or discharged from
          any obligations under this Agreement, nor will such obligations be
          prejudiced or affected, for any reason including without limitation:

          (a)      any falsity, inaccuracy, insufficiency or forgery of or in
                   any demand, certificate or declaration or other document
                   which on its face purports to be signed or authorised
                   pursuant to a Letter of Credit;

          (b)      any failure by any Lender or the Agent to enquire whether
                   any cable or telex has been inaccurately transmitted or
                   received from any cause or has been sent by an unauthorised
                   person;

          (c)      the impossibility or illegality of performance of or any
                   invalidity of or affecting any Transaction Document, any
                   Secured Financing or any Letter of Credit or any other
                   agreement;

          (d)      any act of any Governmental Agency or arbitrator, including
                   any law, judgment, decree or order at any time in effect in
                   any jurisdiction affecting any of the terms of any
                   Transaction Document, any Secured Financing or any other
                   document delivered pursuant to any Transaction Document;

          (e)      any failure to obtain any Authorisation necessary or
                   appropriate in connection with this Agreement;

          (f)      any time, waiver or other indulgence granted by any Lender
                   or the Agent; or
<PAGE>   38
                                                                         Page 23

          (g)      any other cause or circumstance, foreseen or unforeseen,
                   whether similar or dissimilar to any of the above affecting
                   any Transaction Document, any Secured Financing or any
                   transaction under any Transaction Document,

          and neither the Agent nor the Lenders are liable or under any duty to
          enquire in respect of any of the matters mentioned in the above
          paragraphs.

13.14     INDEMNITY FROM LENDERS TO AGENT

          Each Lender shall indemnify the Agent (in that capacity only) for any
          loss, cost, charge, liability or expense the Agent may sustain or
          incur in relation to or as a direct or indirect consequence of the
          issue of a Letter of Credit on that Lender's behalf.

14.       CASH FACILITY

14.1      ADVANCE OF SEGMENT

(a)       Subject to this Agreement, whenever the Borrower requests a Segment
          of the Cash Facility, each Lender shall make available its Share of
          that Segment to the Agent in immediately available funds by 11.00 am
          (Sydney time) on the relevant Accommodation Date for the account of
          the Borrower, except to the extent the Segment continues a previous
          Segment of the Cash Facility.

(b)       On receipt the Agent will pay it to the relevant account specified in
          the Drawdown Notice or Selection Notice.

14.2      INTEREST

          Interest will accrue from day to day on the outstanding principal
          amount of each Segment of the Cash Facility at the rate calculated by
          the Agent to be the aggregate of the applicable Margin and the Bank
          Bill Rate for the Funding Period of that Segment. The Borrower shall
          pay accrued interest in arrears on the last day of each Funding
          Period and on repayment or prepayment of all or the relevant part of
          the Segment.

15.       BILL FACILITY

15.1      PREPARATION OF BILLS

          Whenever the Borrower requests a Segment of the Bill Facility, then
          the Agent shall:

          (a)      prepare the Bills to be accepted and discounted in relation
                   to that Segment; and

          (b)      by 3 pm (Sydney time) on the second Business Day before the
                   relevant Accommodation Date, deliver to each Lender the
                   Bills drawn on that Lender.

15.2      REQUIREMENTS OF BILLS

          Bills prepared under this Clause must comply with the following.

          (a)      The aggregate face amount of the Bills comprised in a
                   Segment must be equal to the principal amount requested in
                   the relevant Drawdown Notice or Selection Notice.

          (b)      Each Bill must:

                   (i)       to the extent practicable, have a face amount of
                             A$500,000, or any other amount specified by the
                             Agent;
<PAGE>   39
                                                                         Page 24

                   (ii)      be expressed to be drawn by the Borrower on a
                             Lender so that the aggregate face amount of the
                             Bills drawn on each Lender equals its Share of the
                             principal amount of the relevant Segment;

                   (iii)     be payable at the relevant Lender's office
                             specified in this Agreement or notified by the
                             Lender from time to time to the Borrower and the
                             Agent;

                   (iv)      either:

                             (A)     have the Borrower named as payee and be
                                     endorsed in blank by or on behalf of the
                                     Borrower; or

                             (B)     have the name of the payee left blank; and

                   (v)       mature on the last day of the relevant Funding
                             Period requested in the relevant Drawdown Notice
                             or Selection Notice.

15.3      AUTHORITY TO COMPLETE BILLS

          The Borrower irrevocably and for value authorises:

          (a)      each Lender to complete and deliver Bills under this Clause;
                   and

          (b)      the Agent to prepare Bills complying with this Clause, and
                   (by its Authorised Officer) to sign them as drawer and, if
                   applicable, endorse them, in the Borrower's name and on the
                   Borrower's behalf.

15.4      RESTRICTION ON USE OF BILLS BY AGENT AND LENDERS

          Neither the Agent nor any Lender shall use or deal with any Bill
          delivered to it or prepared by it except in accordance with this
          Clause.

15.5      NOTIFICATION OF BANK BILL RATE

          (a)      By 11 am (Sydney time) on each Accommodation Date the Agent
                   shall notify the Borrower and each Lender of the Bank Bill
                   Rate for each Segment of the Bill Facility to be drawn or
                   continued on that date.

          (b)      Notification under this Clause may be by telephone.

15.6      ACCEPTANCE AND DISCOUNT

          Subject to this Agreement, on each Accommodation Date relating to a
          Segment of the Bill Facility each Lender shall:

          (a)      accept the Bills drawn on it under this Clause;

          (b)      if necessary, insert as payee itself or any other person who
                   is to purchase those Bills; and
          
          (c)      discount or procure the discount of those Bills and pay to
                   the Agent in immediately available funds by 12 noon (Sydney
                   time) an amount equal to the aggregate face amount of those
                   Bills less the aggregate of:

                   (i)       a discount amount in respect of those Bills which
                             would result in a yield to maturity calculated at
                             the Bank Bill Rate for the relevant Funding
                             Period;
<PAGE>   40
                                                                         Page 25


                   (ii)      an acceptance fee equal to the applicable Margin,
                             which will be calculated on a daily basis on the
                             aggregate face amount of those Bills from and
                             including the date on which they were accepted to
                             their maturity date; and

                   (iii)     any applicable stamp duty or other Tax payable by
                             the Agent or that Lender in respect of those Bills
                             or in respect of any payment, receipt or crediting
                             of an account contemplated by this Clause
                             (including, without limitation, financial
                             institutions duty).

          Upon receipt the Agent shall pay the proceeds to the account
          nominated by the Borrower in the relevant Drawdown Notice or
          Selection Notice.

15.7      INDEMNITY

          The Borrower shall indemnify each Lender on demand against all
          liabilities of that Lender as acceptor of Bills. This indemnity
          extends to any liability of Bankers Trust Australia Limited under
          clause 5 of the Lender Transfer.

15.8      CASH COVER

          As between each Lender and the Borrower, the Borrower will be
          primarily liable in respect of Bills accepted by that Lender.
          Accordingly:

          (a)      the liability of the Borrower with respect to any such Bill
                   will not be discharged by reason of that Lender becoming the
                   holder of that Bill before, on or after its maturity; and

          (b)      by 12 noon (Sydney time) on the maturity date of the Bill
                   the Borrower shall pay to the Agent for the account of that
                   Lender an amount equal to the face amount of the Bill.

15.9      NETTING OFF

          Where new Bills are to be drawn and accepted on the maturity date of
          old Bills, only the net amount as between:

          (a)      the amount payable on that date by the Borrower under Clause
                   15.8 for the account of a Lender; and

          (b)      the amount which that Lender is obliged on that date to make
                   available for the account of the Borrower under Clause 15.6,

          need be paid or made available.

15.10     VARIATION OF PROCEDURES

          After consultation with the Borrower and the Lenders, the Agent by
          notice to them may vary any of the times by which anything is to be
          done under this Clause for the purpose of ensuring the effective
          operation of the procedures contemplated by this Clause.

15.11     OVERDRAFT IF NO ROLLOVER

          If:

          (a)      as a result of a condition precedent in Clause 18 not being
                   satisfied or waived, a Lender does not provide its Share of
                   a new Segment of the Bill Facility requested by the Borrower
                   on the maturity of Bills accepted by that Lender; and
<PAGE>   41
                                                                         Page 26


          (b)      the Agent has not exercised its powers under Clause 21.2(a),

          the Borrower will not be obliged to provide cash cover under Clause
          15.8 for the maturing Bills to the extent of the amount of cash cover
          that the Lender determines would have been provided out of the
          proceeds of the Share of the new Segment, had that condition
          precedent been satisfied. That amount will be deemed to have been
          provided by the Lender as a loan:

          (c)      which is repayable on the earlier of:

                   (i)       the Principal Outstanding being required to be
                             repaid under this Agreement; and

                   (ii)      the relevant condition precedent being satisfied
                             and the Borrower being able to utilize the Bill
                             Facility again; and

          (d)      on which the Borrower shall pay interest calendar quarterly
                   in arrears. The interest will accrue from day to day at a
                   rate equal to the applicable Margin plus:

                   (i)       if the Lender has an overdraft rate for overdrafts
                             to commercial customers, that rate from time to
                             time; or

                   (ii)      otherwise, the Lender's 11 am (Sydney time) cash
                             rate from time to time.

16.       PAYMENTS

16.1      MANNER

          The Borrower and each Guarantor shall make all payments under any
          Transaction Document in Same Day Funds by 11 am (local time) on the
          due date to the address for service of notices of the Agent, or to
          the account specified by the Agent from time to time, without set-off
          or counterclaim and without deduction, whether on account of Taxes or
          otherwise, except any compulsory deduction for Taxation.

16.2      PAYMENT TO BE MADE ON BUSINESS DAY

          Whenever any payment becomes due on a day which is not a Business
          Day, the due date will be the next Business Day in the same calendar
          month or, if none, the preceding Business Day.

16.3      DISTRIBUTION BY AGENT

          Unless any Transaction Document expressly provides otherwise, the
          Agent shall promptly distribute amounts received under any
          Transaction Document for the account of the Lenders ratably among
          them and in like funds as they are received by the Agent. To make any
          distribution the Agent may buy and sell currencies in accordance with
          its normal procedures.

16.4      APPROPRIATION WHERE INSUFFICIENT MONEYS AVAILABLE

          Where amounts required to be distributed by the Agent under Clause
          16.3 on any day are not sufficient to make all the payments required,
          those amounts will be appropriated between principal, interest and
          other amounts then payable as the Agent determines.  This
          appropriation will override any appropriation made by the Borrower.
          Without limitation the Agent may appropriate amounts first in payment
          of amounts payable to it by way of indemnity or reimbursement.
<PAGE>   42
                                                                         Page 27

16.5      UNANTICIPATED DEFAULT

          (a)      (ASSUMPTION AS TO PAYMENT) The Agent may assume that a party
                   (the PAYER) due to make a payment for the account of another
                   party (the RECIPIENT) makes that payment when due unless the
                   Payer notifies the Agent at least one Business Day before
                   the due date that the Payer will not be making the payment.

          (b)      (RELIANCE ON ASSUMPTION) In reliance on that assumption, the
                   Agent may make available to the Recipient on the due date an
                   amount equal to the assumed payment.

          (c)      (RECOUPMENT) If the Payer does not in fact make the assumed
                   payment, the Recipient shall repay the Agent the amount on
                   demand. The Payer will still remain liable to make the
                   assumed payment, but until the Recipient does repay the
                   amount, the Payer's liability will be to the Agent in the
                   Agent's own right.

          (d)      (INTEREST) If the Payer is the Borrower or a Guarantor any
                   interest on the amount of the assumed payment accruing
                   before recovery will belong to the Agent.  If the Payer is a
                   Lender that Lender shall pay interest on the amount of the
                   assumed payment at the rate determined by the Agent, in line
                   with its usual practice, for advances of similar duration to
                   financial institutions of the standing of the Lender.

16.6      ROUNDING

          In making any allocation or appropriation under any Transaction
          Document the Agent may round amounts to the nearest dollar.

17.       CHANGES IN LAW

17.1      INCREASED COSTS

          Whenever any Indemnified Party determines that:

          (a)      the effective cost to the Indemnified Party of making,
                   funding or maintaining any Segment or its Commitment is
                   increased in any way;

          (b)      any amount paid or payable to the Indemnified Party or
                   received or receivable by the Indemnified Party, or the
                   effective return to the Indemnified Party or any of its
                   holding companies, under or in respect of any Transaction
                   Document is reduced in any way;

          (c)      the return of the Indemnified Party or any of its holding
                   companies on the capital which is or becomes directly or
                   indirectly allocated by the Indemnified Party or the holding
                   company to any Segment or its Commitment is reduced in any
                   way; or

          (d)      insofar as any relevant law, official directive or request
                   relates to or affects its Commitment, any Segment or the
                   Transaction Documents, the overall return on capital of the
                   Indemnified Party or any of its holding companies is reduced
                   in any way,

          as a result of any change in, any making of, or any change in the
          interpretation or application by any Governmental Agency of any law,
          official directive or request, then:

          (e)      that Indemnified Party shall promptly notify the Borrower;
                   and

          (f)      on demand from time to time the Borrower shall pay for the
                   account of the Indemnified Party the amount certified by an
                   Authorised Officer of the Indemnified
<PAGE>   43
                                                                         Page 28

                   Party to be necessary to compensate the Indemnified Party or
                   the relevant holding company (as the case may be) for the
                   increased cost or the reduction.

          Without limiting the above in any way, this clause applies:

          (g)      to any law, official directive or request with respect to
                   Taxation (except a Tax on overall net income) or reserve,
                   liquidity, capital adequacy, special deposit or similar
                   requirements;

          (h)      to official directives or requests which do not have the
                   force of law where it is the practice of responsible bankers
                   or financial institutions in the country concerned to comply
                   with them; and

          (i)      where the increased cost or the reduction arises because the
                   relevant Indemnified Party or any of its holding companies
                   is restricted in its capacity to enter other transactions,
                   is required to make a payment, or forgoes or earns reduced
                   interest or other return on any capital or on any sum
                   calculated by reference in any way to the amount of any
                   Segment, its Commitment or to any other amount paid or
                   payable or received or receivable under any Transaction
                   Document or allocates capital to any such sum.

17.2      MINIMISATION

          (a)      (NO DEFENCE) It will not be a defence that any cost,
                   reduction or payment referred to in this clause could have
                   been avoided, except in the case of the wilful misconduct or
                   gross negligence of the relevant Indemnified Party or
                   holding company.

          (b)      (NEGOTIATION) At the request of the Borrower the Agent and
                   any relevant Lender shall negotiate in good faith with the
                   Borrower with a view to finding a way of minimising any
                   cost, reduction or payment or the effect of any unlawfulness
                   or impracticability referred to in Clause 17.5.

17.3      SURVIVAL OF OBLIGATIONS

          This clause survives the repayment of any relevant Segment and the
          termination of this Agreement.

17.4      PREPAYMENT ON INCREASED COSTS

          (a)      Within 60 days after the Borrower receives a notice under
                   Clause 17.1(e) the Borrower may notify the relevant Lender
                   through the Agent that it wishes to prepay the Lender's
                   participation in any Segment affected.

          (b)      The notification will be irrevocable. The Borrower shall
                   prepay in accordance with it on the last day of the relevant
                   Funding Period or Periods current when the notification is
                   given.

17.5      ILLEGALITY

          If the making of, or a change in the interpretation or application by
          any Governmental Agency of, any law or treaty makes it unlawful or
          impracticable for any Lender to make, fund or maintain the advances
          or accommodation required under this Agreement:

          (a)      that Lender may terminate its Commitment by notice to the
                   Borrower;

          (b)      if required by the law or treaty, or if necessary to prevent
                   or remedy a breach of the law or treaty, the Borrower shall
                   prepay that Lender's participation in the Principal
<PAGE>   44
                                                                         Page 29

                   Outstanding, together with all interest, fees and other
                   amounts payable to that Lender under this Agreement; and

          (c)      the Borrower shall make the prepayment immediately or, if in
                   the opinion of the relevant Lender delay in prepayment is
                   permitted by the law or treaty, or will not cause a breach
                   of the law or treaty, on the latest permitted day.

18.       CONDITIONS PRECEDENT TO EACH SEGMENT

          The obligations of each Lender to make available each Segment are
          subject to the conditions precedent that:

          (a)      (REPRESENTATIONS TRUE) the representations and warranties by
                   Thermadyne Australia, the Borrower and each Guarantor in the
                   Transaction Documents are true as at the date of the
                   relevant Drawdown Notice or Selection Notice and the
                   relevant Accommodation Date as though they had been made at
                   that date in respect of the facts and circumstances then
                   subsisting;

          (b)      (NO DEFAULT) no Designated Event or Potential Designated
                   Event is subsisting at the date of the relevant Drawdown
                   Notice or Selection Notice and the relevant Accommodation
                   Date or will result from the provision of the Segment; and

          (c)      (AUTHORISATION) all necessary Authorisations for the
                   provision of that Segment have been obtained.

19.       REPRESENTATIONS AND WARRANTIES

19.1      REPRESENTATIONS AND WARRANTIES

          Each of the Borrower, each Guarantor and Thermadyne Australia makes
          the following representations and warranties.

          (a)      (STATUS) It is a corporation validly existing under the laws
                   of the place of its incorporation specified in this
                   Agreement.

          (b)      (POWER) It has the power to enter into and perform its
                   obligations under the Transaction Documents to which it is
                   expressed to be a party, to carry out the transactions
                   contemplated by those documents and to carry on its business
                   as now conducted or contemplated.

          (c)      (CORPORATE AUTHORISATIONS) It has taken all necessary
                   corporate action to authorise the entry into and performance
                   of the Transaction Documents to which it is expressed to be
                   a party, and to carry out the transactions contemplated by
                   those documents.

          (d)      (DOCUMENTS BINDING) Each Transaction Document to which it is
                   expressed to be a party is its valid and binding obligation
                   enforceable in accordance with its terms, subject to any
                   necessary stamping and registration. Each Security Document 
                   any Collateral Security is effective security over the
                   Mortgaged Property purported and to be mortgaged or charged 
                   by it with the priority stated. Each Material Document is 
                   valid and binding on the parties to it and enforceable 
                   against each of them in accordance with its terms.

          (e)      (TRANSACTIONS PERMITTED) The execution and performance by it
                   of the Transaction Documents to which it is expressed to be
                   a party and each transaction contemplated under those
                   documents did not and will not violate in any respect a
                   provision of:
<PAGE>   45
                                                                         Page 30


                   (i)       a law or treaty or a judgment, ruling, order or
                             decree of a Governmental Agency binding on it;

                   (ii)      its memorandum or articles of association or other
                             constituent documents; or

                   (iii)     any other document or agreement which is binding
                             on it or its assets,

                   and, except as provided by the Transaction Documents, did 
                   not and will not:

                   (iv)      create or impose a Security Interest on any of its
                             assets; or

                   (v)       allow a person to accelerate or cancel an
                             obligation with respect to Financial Indebtedness,
                             or constitute an event of default, cancellation
                             event, prepayment event or similar event (whatever
                             called) under an agreement relating to Financial
                             Indebtedness, whether immediately or after notice
                             or lapse of time or both.

          (f)      (ACCOUNTS)

                   (i)       Its most recent consolidated and unconsolidated
                             audited Accounts give a true and fair view of its
                             and its Subsidiaries' and the Trust's state of
                             affairs at the date to which they relate and the
                             results of its and its Subsidiaries' operations
                             for the accounting period ended on that date.

                   (ii)      There has been no change in its and its
                             Subsidiaries' and the Trust's state of affairs
                             since that date which may have a Material Adverse
                             Effect.

                   (iii)     Those Accounts comply:

                             (A)     with current accounting practice except to
                                     the extent disclosed in them; and

                             (B)     with all applicable laws.

                   (iv)      All material Financial Indebtedness and other
                             material contingent liabilities are disclosed in
                             those Accounts.

                   (v)       No Relevant Company has executed a Guarantee for
                             the purpose of obtaining an order under section
                             313 of the Corporations Law or an equivalent
                             provision or for the purpose of complying with any
                             such order.

          (g)      (NO LITIGATION) No litigation, arbitration, Tax claim,
                   dispute or administrative or other proceeding is current or
                   pending or, to its knowledge, threatened, which may have a
                   Material Adverse Effect.

          (h)      (NO DEFAULT)

                   (i)       It is not and none of its Subsidiaries is in
                             default under a document or agreement (including,
                             without limitation, an Authorisation) binding on
                             it or its assets which relates to Financial
                             Indebtedness or is material; and

                   (ii)      nothing has occurred which constitutes an event of
                             default, cancellation event, prepayment event or
                             similar event (whatever called) under any document
                             or agreement referred to in sub-paragraph (i),
                             whether immediately or after notice or lapse of
                             time or both,
<PAGE>   46
                                                                         Page 31


                   where, in either case, that may have a Material Adverse
                   Effect.

          (i)      (AUTHORISATIONS) Each Authorisation which is required in
                   relation to:

                   (i)       the execution, delivery and performance by it of
                             the Relevant Documents to which it is expressed to
                             be a party and the transactions contemplated by
                             those documents;

                   (ii)      the validity and enforceability of those documents
                             and the effectiveness or priority of each Security
                             Document or any Collateral Security; and

                   (iii)     its business as now conducted or contemplated and
                             which is material (including, without limitation.
                             under Environmental Law),

                   has been obtained or effected. Each is in full force and
                   effect. It has complied with each of them.  It has paid all
                   applicable fees for each of them.

          (j)      (NO MISREPRESENTATION) All information provided by it to the
                   Agent and the Lenders is true in all material respects at
                   the date of this Agreement or, if later, when provided.
                   Neither that information nor its conduct and the conduct of
                   anyone on its behalf in relation to the transactions
                   contemplated by the Transaction Documents, was or is
                   misleading, by omission or otherwise.

          (k)      (DISCLOSURE) Each document or agreement and all information
                   which is material to the Relevant Documents or the ability
                   of a Relevant Company to perform its obligations under a
                   Relevant Document, or which has the effect of varying a
                   Relevant Document, has been disclosed to the Agent in
                   writing.

          (l)      (COPIES OF DOCUMENTS) All copies of documents (including,
                   without limitation, its latest audited Accounts and all
                   Authorisations) given by it or on its behalf to the Agent
                   are true and complete copies. Those documents are in full
                   force and effect.

          (m)      (TITLE)

                   (i)       It is the sole beneficial owner of the Mortgaged
                             Property purported to be charged or mortgaged by
                             it and all material assets included in its latest
                             audited Accounts free of any other third party
                             right or interest whatever other than:

                             (A)     as permitted by Clause 20.1(f) (NEGATIVE
                                     PLEDGE); and

                             (B)     in the case of Quetala, the interests of
                                     unitholders of the Trust in assets held by
                                     Quetala as trustee of the Trust.

                   (ii)      None of its assets is subject to a Security
                             Interest which is not permitted by Clause 20.1(0
                             (NEGATIVE PLEDGE).

          (n)      (LAW) It and each of its Subsidiaries has complied with all
                   laws (including, without limitation, any Environmental Law)
                   binding on it where breach may have a Material Adverse
                   Effect.

          (o)      (TAXES) It has paid all Taxes due and payable by it other
                   than Taxes being contested in good faith.

          (p)      (ENVIRONMENTAL LAW) No act or omission has occurred and
                   there is no circumstance relating to the Mortgaged Property
                   or its assets or its business or the assets or business of
                   any of its Subsidiaries which has given rise or may give
                   rise to:
<PAGE>   47
                                                                         Page 32

                   (i)       a substantial claim against it or any of its
                             Subsidiaries; or

                   (ii)      a requirement of substantial expenditure by it or
                             any of its Subsidiaries, or of cessation or
                             substantial alteration of its activity or that of
                             any of its Subsidiaries,

                   under Environmental Law.

          (q)      (TRUST) It does not hold any assets as the trustee of any
                   trust except, in the case of Quetala, in relation to the
                   Trust.

          (r)      (CORPORATE TREE)

                   (i)       Duxtech is the sole beneficial owner of all shares
                             in the Borrower, Quetala and Quetack.

                   (ii)      Thermadyne Australia is the sole beneficial owner
                             of all shares in Duxtech.

                   (iii)     Quetack is the sole beneficial owner of all units
                             in the Trust.

          (s)      (SUBSIDIARIES) It has no Australian Subsidiaries at the date
                   of this Agreement except as disclosed in paragraph (r).

          (t)      (FINANCIAL INDEBTEDNESS) At the date of this Agreement it
                   has no Financial Indebtedness except as disclosed in
                   Annexure E.

          (u)      (RESTRICTED TRANSACTIONS) At the date of this Agreement
                   neither the Borrower nor any Guarantor is party to a
                   Restricted Transaction or otherwise under any obligation to
                   make any payment to an Associate on any account or for any
                   reason.

          (v)      (RELATED PARTY TRANSACTIONS) All transactions between
                   members of the Group, or between any member of the Group and
                   Thermadyne Holdings or any of its Subsidiaries, have been
                   conducted as permitted by Clause 20.1(i).

19.2      TRUSTEE REPRESENTATIONS AND WARRANTIES

          Quetala, as trustee of the Trust and in its own right, makes the
          following representations and warranties.

          (a)      (TRUST POWER) It is empowered by the Trust Deed:

                   (i)       to enter into and perform the Transaction
                             Documents to which it is expressed to be a party
                             and to carry on the transactions contemplated by
                             those documents; and

                   (ii)      to carry on its business as now conducted or
                             contemplated and to own its assets (including the
                             Mortgaged Property purported to be charged or
                             mortgaged by it),

                   in its capacity as trustee of the Trust. There is no
                   restriction on or condition of its doing so.

          (b)      (TRUST AUTHORISATIONS) All necessary resolutions have been
                   duly passed and all consents, approvals and other procedural
                   matters have been obtained or attended to
<PAGE>   48
                                                                         Page 33

                   as required by the Trust Deed for it to enter into and
                   perform the Transaction Documents to which it is expressed
                   to be a party.

          (c)      (SOLE TRUSTEE) It is the sole trustee of the Trust.

          (d)      (NO RESETTLEMENT) No property of the Trust has been
                   resettled or set aside or transferred to any other trust.

          (e)      (NO TERMINATION) The Trust has not been terminated, nor has
                   any event for the vesting of the assets of the Trust
                   occurred.

          (f)      (RIGHT OF INDEMNITY) Its right of indemnity out of, and lien
                   over, the assets of the Trust have not been limited in any
                   way. Without limitation, it has no liability which may be
                   set off against that right of indemnity.

          (g)      (COMPLIANCE WITH LAW) The Trust Deed complies with all
                   applicable laws.

          (h)      (COMPLIANCE WITH TRUST DEED) It has complied with its
                   obligations and duties under the Trust Deed. No one has
                   alleged that it has not so complied.

19.3      RELIANCE ON REPRESENTATIONS AND WARRANTIES

          Each of the Borrower, each Guarantor and Thermadyne Australia
          acknowledge that the Agent and the Lenders have entered the
          Transaction Documents in reliance on the representations and
          warranties in this clause.

20.       UNDERTAKINGS

20.1      GENERAL UNDERTAKINGS

          Each of the Borrower, each Guarantor and Thermadyne Australia
          undertakes to each Indemnified Party as follows, except to the extent
          that the Agent acting on the instructions of the Majority Lenders
          consents and except that Thermadyne Australia gives only the
          undertakings in paragraphs (a)(i), (a)(ii), (a)(viii), (b), (d)(i),
          (d)(iv), (d)(v), (f), (k), (m)(i) and (t).

          (a)      (CORPORATE REPORTING AND INFORMATION) It will provide to the
                   Agent in sufficient copies for the Lenders:

                   (i)       (ANNUAL ACCOUNTS) as soon as practicable (but in
                             any event within 120 days) after the close of each
                             of its financial years copies of its consolidated
                             and unconsolidated, and the Trust's, audited
                             Accounts in respect of that financial year;

                   (ii)      (QUARTERLY ACCOUNTS) as soon as practicable (but
                             in any event within 45 days) after each Quarterly
                             Date, copies of its consolidated and
                             unconsolidated, and the Trust's, unaudited
                             Accounts in respect of the quarter ending on that
                             Quarterly Date;

                   (iii)     (BUSINESS PLAN)

                             (A)     within 60 days after the date of this
                                     Agreement, copies of the Business Plan for
                                     the remainder of the 1996 calendar year;
                                     and

                             (B)     as soon as practicable (but in any event
                                     not later than 30 days) after the
                                     commencement of each subsequent calendar
                                     year, copies of the Business Plan for that
                                     year;
<PAGE>   49
                                                                         Page 34


                   (iv)      (COMPLIANCE) at the time it provides the Accounts
                             referred to in sub-paragraphs (i) and (ii) a
                             certificate signed by two directors of the
                             Borrower in a form acceptable to the Agent which
                             discloses all Restricted Transactions in the
                             period since a certificate was last provided under
                             this sub-paragraph;

                   (v)       (RATIOS) at the time it provides the Accounts
                             referred to in sub-paragraphs (i) and (ii) a
                             certificate signed by two directors of the
                             Borrower in a form acceptable to the Agent which
                             certifies whether in their opinion:

                             (A)     the Group has complied with the financial
                                     undertakings in Clause 20.4; and

                             (B)     the asset ratio in Clause 20.5(a) has been
                                     exceeded so as to entitle the Majority
                                     Lenders to give the Borrower a prepayment
                                     notice under that clause,

                             and which details:

                             (C)     the figures and calculations supporting
                                     the certificate; and

                             (D)     any past breaches of those undertakings
                                     not already notified and, if applicable,
                                     how they were remedied;

                   (vi)      (INSURANCE) on or before the date of this
                             Agreement and afterwards on or before September 30
                             in each year, in relation to any insurance
                             effected by it or on its behalf a certificate,
                             signed by the underwriter, specifying:

                             (A)     The Insured - including the respective
                                     rights and interest of the Lenders;

                             (B)     The Insurer - lead and otherwise;

                             (C)     Class of Insurance;

                             (D)     Policy Number;

                             (E)     Period of Insurance;

                             (F)     Risks covered including material damage
                                     and consequential loss;

                             (G)     Location of Risk;
 
                             (H)     Property Insured;
 
                             (I)     Interest Insured;
 
                             (J)     Limit of Liability - both under material
                                     damage and consequential loss;
 
                             (K)     Amounts Deductible;
 
                             (L)     Maximum Indemnity Period;
 
                             (M)     That the policy will not be cancelled
                                     except in accordance with the applicable
                                     requirements of Clause 20.2(c)(vi);
<PAGE>   50
                                                                         Page 35

                   (vii)     (DOCUMENTS ISSUED TO SHAREHOLDERS) promptly,
                             all documents which applicable law requires it to
                             issue to its shareholders, debenture holders or
                             holders of other Marketable Securities issued by
                             it;

                   (viii)    (THERMADYNE REPORTS) promptly, all financial
                             reports publicly released by Thermadyne Holdings;

                   (ix)      (LITIGATION) promptly, written particulars of any
                             litigation, arbitration, Tax claim, dispute or
                             administrative or other proceeding in relation to
                             the Mortgaged Property or it or its Subsidiaries
                             or the Trust involving a claim exceeding
                             A$500,000 or its equivalent other than a claim
                             for worker's compensation;

                   (x)       (GOVERNMENTAL AGENCY) promptly, any notice, order
                             or material correspondence from or with a
                             Governmental Agency relating to the Mortgaged
                             Property or its or its Subsidiaries business or
                             assets which may have a Material Adverse Effect;

                   (xi)      (OTHER INFORMATION) promptly, any other
                             information in relation to the Mortgaged Property
                             or its Subsidiaries' financial condition or
                             business which the Agent may reasonably request.

          (b)      (ACCOUNTING PRINCIPLES) It will ensure that the Accounts
                   provided to the Agent under paragraph (a):

                   (i)       comply with current accounting practice except to
                             the extent disclosed in them and with all
                             applicable laws; and

                   (ii)      give a true and fair view of the matters with
                             which they deal.

          (c)      (AUTHORISATIONS) It will ensure that each Authorisation
                   required for:

                   (i)       the execution, delivery and performance by it of
                             the Relevant Documents to which it is expressed to
                             be a party and the transactions contemplated by
                             those documents;

                   (ii)      the validity and enforceability of those documents
                             and the effectiveness and priority of each
                             Security Document or any Collateral Security; and

                   (iii)     the carrying on by it and its Subsidiaries of its
                             and their business as now conducted or
                             contemplated (including under Environmental Law),

                   is obtained and promptly renewed and maintained in full
                   force and effect. It will pay all applicable fees for them.
                   It will provide copies promptly to the Agent when they are
                   obtained or renewed.

          (d)      (NOTICE TO AGENT) It will notify the Agent as soon as it
                   becomes aware of:

                   (i)       any Designated Event or Potential Designated
                             Event;

                   (ii)      any proposal by a Governmental Agency to acquire
                             compulsorily any of the Mortgaged Property or the
                             whole or a substantial part of its or any of its
                             Subsidiaries' assets or business;

                   (iii)     any substantial dispute between it or any of its
                             Subsidiaries and a Governmental Agency;
<PAGE>   51
                                                                         Page 36

                   (iv)      any change in its Authorised Officers, giving
                             specimen signatures of any new Authorised Officer
                             appointed, and, where requested by the Agent,
                             evidence satisfactory to the Agent of the
                             authority of any Authorised Officer;

                   (v)       any change in its senior management or in the
                             senior management of Thermadyne Holdings; and

                   (vi)      any representation given under Clause 19 that is
                             incorrect or misleading when made or repeated.

          (e)      (DISPOSAL OF ASSETS) It will not sell or otherwise dispose
                   of, part with possession of, or create an interest in, any
                   of the Mortgaged Property or all or a substantial part of
                   its assets or agree or attempt to do so (whether in one or
                   more related or unrelated transactions) except (and in the
                   case of the Mortgaged Property, subject to a Security
                   Document and any Collateral Security):

                   (i)       as permitted by paragraph (f) (NEGATIVE PLEDGE);

                   (ii)      disposals of stock in trade as permitted by
                             paragraph (i)(i) (DEALINGS WITH ASSOCIATES); and

                   (iii)     disposals in the ordinary course of day-to-day
                             trading at arm's length for valuable commercial
                             consideration of:

                             (A)     stock in trade; or

                             (B)     any other single asset having a net book
                                     value less than or equal to A$100,000 or
                                     where the total net book value of that
                                     asset and all such other assets of the
                                     Group so disposed of in any calendar year
                                     does not exceed A$1,000,000.

                   Where a Subsidiary issues shares and its holding company
                   does not acquire all the shares, or (as the case may be) a
                   ratable portion of those shares according to its then
                   shareholding, the holding company will be taken to have
                   disposed of the shares it does not acquire.

          (f)      (NEGATIVE PLEDGE) It will not create or allow to exist a
                   Security Interest over its assets other than:

                   (i)       the Security Documents or any Collateral Security;

                   (ii)      a lien arising by operation of law in the ordinary
                             course of day-to-day trading and not securing
                             Financial Indebtedness where it duly pays the
                             indebtedness secured by that lien other than
                             indebtedness contested in good faith; and

                   (iii)     a margin deposit under a foreign exchange or
                             interest rate hedging arrangement, entered into in
                             good faith on normal commercial terms at arm's
                             length in the ordinary course of business.

          (g)      (FINANCIAL ASSISTANCE AND INDEBTEDNESS) It will not:


                   (i)       incur any Financial Indebtedness;
<PAGE>   52
                                                                         Page 37


                   (ii)      advance money or make available financial
                             accommodation to or for the benefit of any person;
                             or

                   (iii)     give a Guarantee or Security Interest in
                             connection  with an obligation or liability of any
                             person,

                   if the aggregate amount of such indebtedness, accommodation
                   or liability (whether actual or contingent) for the Borrower
                   and each Guarantor as a whole exceeds or would exceed
                   A$5,000,000, except that it may:

                   (iv)      incur Financial Indebtedness under the Transaction
                             Documents;

                   (v)       obtain Parent Funding if it only makes payments of
                             principal or interest in respect of that
                             indebtedness in accordance with paragraph (k);

                   (vi)      obtain Secured Financing;

                   (vii)     deposit funds with a bank in the ordinary course
                             of its business;

                   (viii)    allow its customers to acquire goods and services
                             on extended terms in the ordinary course of
                             trading; and

                   (ix)      enter into foreign exchange and interest rate
                             hedging arrangements in good faith on normal
                             commercial terms at arm's length in the ordinary
                             course of business and meet margin requirements
                             under those arrangements.

                   The amount of any Financial Indebtedness incurred or
                   accommodation provided in accordance with any of
                   sub-paragraphs (iv)-(ix) inclusive will be disregarded in
                   determining whether the limit in this paragraph has been
                   exceeded at any time.

          (h)      (COMMERCIAL DEALINGS)

                   (i)       It will not deal in any way with any person except
                             at arms' length in the ordinary course of business
                             for valuable commercial consideration or as
                             expressly permitted in this Agreement.

                   (ii)      It will obtain a fair market rent or license fee
                             for any Lease granted by it in respect of any
                             Mortgaged Property.

                   (iii)     It will not deposit or lend money on terms that it
                             will not be repaid until its or another person's
                             obligations or indebtedness are performed or
                             discharged (except as permitted by paragraph (f)).

                   (iv)      It will not enter into an agreement with respect
                             to the acquisition of assets on title retention
                             terms except in the ordinary course of day-to-day
                             trading.

                   (v)       It will not sell or otherwise dispose of any of
                             its assets to a person where, under the terms of
                             that sale or disposal, or under a related
                             transaction, that asset is or may be Leased to a
                             Relevant Company or its Associate.

                   (vi)      It will ensure that all sales by the Borrower of
                             its products are made on terms that not more than
                             three months' credit after delivery is granted for
                             the purchase price.
<PAGE>   53
                                                                         Page 38

          (i)      (DEALINGS WITH ASSOCIATES) It may only enter into a
                   Restricted Transaction or otherwise deal with an Associate
                   if:

                   (i)       the transaction or dealing is:

                             (A)     a sale of stock in trade by it to its
                                     Associate in the ordinary course of
                                     business for consideration not less than
                                     the cost of the goods sold; or

                             (B)     a purchase of stock in trade by it from
                                     its Associate in the ordinary course of
                                     business for consideration not more than
                                     the fair market value of the goods sold,

                             and the sum of the consideration for that
                             transaction or dealing, and for all other
                             transactions or dealings of that kind during that
                             calendar year, is not more than the projected
                             amount of those transactions or dealings as shown
                             in the Business Plan for the relevant calendar
                             year approved by the Agent; or

                   (ii)      the transaction or dealing:

                             (A)     is not a disposal or acquisition by it of
                                     stock in trade;

                             (B)     is at arms length in the ordinary course
                                     of business for valuable commercial
                                     consideration; and

                             (C)     is not otherwise prohibited by any 
                                     Transaction Document.

          (j)      (DISTRIBUTIONS) It will not declare or make or carry into
                   effect any Distribution (whether in cash or in kind and
                   whether out of capital, profits, surplus or reserves) to or
                   in favour of any of its shareholders or Associates or any
                   other person (other than Distributions by the Borrower, 
                   Quetala or Quetack to Duxtech by way of cash dividend) 
                   unless all of (i), (ii) and (iii) below are satisfied.

                   (i)       Either:

                             (A)     all the Principal Outstanding of the Term
                                     Facility has been repaid and the
                                     Distribution is a cash dividend; or

                             (B)     before all the Principal Outstanding of
                                     the Term Facility has been repaid:

                                     (I)     the Distribution is a cash
                                             dividend by Duxtech to Thermadyne
                                             Australia in an amount not
                                             exceeding the amount required to
                                             satisfy Thermadyne Australia's
                                             interest obligations in respect of
                                             the Thermadyne Shareholders Loan
                                             during the succeeding 6 months
                                             (calculated as if the rate at
                                             which interest is charged does not
                                             exceed the Bank Bill Rate for that
                                             period plus the Margin applying to
                                             the Term Facility); and

                                     (II)    the debt service ratio under
                                             Clause 20.4(a) (tested as if the
                                             date for payment of the
                                             Distribution is a Quarterly Date)
                                             is not less than 2.5:1.

                   (ii)      No Designated Event or Potential Designated Event
                             has occurred which is continuing unremedied or
                             which has not been waived.
<PAGE>   54
                                                                         Page 39

                   (iii)     No declaration by the Agent under Clause 21.2 has
                             been made.

          (k)      (PAYMENT OF PARENT FUNDING) It will ensure that:

                   (i)       interest payments in respect of any Parent Funding
                             are only made from surplus cash and if the debt
                             service ratio under Clause 20.4(a) (tested as if
                             the date for payment of interest is a Quarterly
                             Date) is not less than 2.5:1; and

                   (ii)      no payments of principal are made in respect of
                             any Parent Funding until the Secured Moneys are
                             fully and finally paid and discharged.

          (l)      (BUSINESS CONDUCT) It will carry on and conduct its business
                   in a proper and efficient manner. It will not cease or 
                   materially change its business. It will not take action
                   whether by acquisition or otherwise which alone or in 
                   aggregate would materially alter the nature of the business
                   of the Group taken as a whole.

          (m)      (RESTRICTED ACTIVITIES)

                   (i)       It will ensure that the Borrower's only activities
                             will be to conduct the Business; that Quetala's
                             only activities will be to make the Freehold Land
                             available for use by the Borrower, to act as
                             trustee of the Trust and to perform its
                             obligations under the Transaction Documents; that
                             Quetack's only activities will be to hold all of
                             the units in the Trust and to perform its
                             obligations under the Transaction Documents; that
                             Duxtech's only activities will be to hold the
                             issued share capital of the Borrower, Quetack and
                             Quetala and to perform its obligations under the
                             Transaction Documents; and that Thermadyne
                             Australia's only activities will be to hold all of
                             the issued share capital of Duxtech and to perform
                             its obligations under the Transaction Documents.

                   (ii)      It will not enter into a partnership or joint
                             venture with another person.

                   (iii)     It will not issue any shares or agree to do so or
                             grant a person a right to take up any shares
                             whether exercisable now or in the future or if a
                             contingency occurs, except to its holding company.

                   (iv)      It will not acquire or establish any business or
                             acquire any shares.

                   (v)       It will not incur or commit to any capital
                             expenditure other than under a Business Plan
                             approved by the Agent.

                   (vi)      It will not create or acquire any Subsidiary.

          (n)      (VALUATION OF PROPERTY, EFFECT ON SECURITY)

                   (i)       On request by the Agent it will obtain and
                             promptly provide to the Agent at its cost a
                             valuation of any land or plant and equipment
                             nominated by the Agent conducted by an independent
                             valuer acceptable to, and on instructions approved
                             by, the Agent.

                   (ii)      Within 90 days after the end of each of its
                             financial years it will deliver to the Agent a
                             certificate of the Group's auditor stating as at
                             the last day of that financial year, separately by
                             jurisdiction and by Group member, the book value of
                             the Group's property and assets in each State or
                             Territory of Australia and in any place outside    
                             Australia.


<PAGE>   55
                                                                         Page 40

                   (iii)     The Borrower will do, promptly and at its cost,
                             anything the Agent requests for the purpose of
                             amending the deed of charge referred to in
                             paragraph (c) of the definition of SECURITY
                             DOCUMENTS so that the charge secures an amount at
                             least equal to the book value of the Borrower's
                             property and assets outside Victoria as shown in
                             the most recent certificate provided under
                             sub-paragraph (ii).

          (o)      (CORPORATE EXISTENCE AND COMPLIANCE WITH LAW)

                   (i)       It will do everything necessary to maintain its
                             corporate existence in good standing. It will not
                             transfer its jurisdiction of incorporation or
                             enter any merger or consolidation.

                   (ii)      It will comply with all laws binding on it where
                             non-compliance may have a Material Adverse Effect.

                   (iii)     It will pay all Taxes payable by it when due, but:

                             (A)     it need not pay Taxes for which it has set
                                     aside sufficient reserves and which are
                                     being contested in good faith, except
                                     where failure to pay those Taxes may have
                                     a Material Adverse Effect; and

                             (B)     it will pay contested Taxes which it is
                                     liable to pay on the final determination
                                     or settlement of the contest.

          (p)      (COMPLIANCE AND ENFORCEMENT OF MATERIAL DOCUMENTS) It will:

                   (i)       comply fully with its obligations under the
                             Material Documents;

                   (ii)      use its best endeavors to keep the Material
                             Documents valid and enforceable; and

                   (iii)     enforce each Material Document to which it is a
                             party, and exercise its rights, authorities and
                             discretions under those documents, in a manner and
                             to an extent which is prudent. While a Designated
                             Event or Potential Designated Event subsists, it
                             will enforce those documents and exercise those
                             rights, authorities and discretions in accordance
                             with the directions (if any) of the Agent.

          (q)      (VARIATION OF MATERIAL DOCUMENTS) It will not:

                   (i)       amend or vary, or consent to any amendment or
                             variation of;

                   (ii)      avoid, release, surrender, terminate, rescind,
                             discharge (other than by performance) or accept
                             the repudiation of;

                   (iii)     expressly or impliedly waive, or extend or grant
                             time or indulgence in respect of, any provision of
                             or obligation under; or

                   (iv)      do or permit anything which would enable or give
                             grounds to another party to do anything referred
                             to in sub-paragraphs (i), (ii) or (iii) in relation
                             to,

                   a Material Document if that may have a Material Adverse
                   Effect.
<PAGE>   56
                                                                         Page 41


          (r)      (CIG AGREEMENTS) It will take whatever action is
                   commercially reasonable and within its power to procure The
                   Commonwealth Industrial Gases Limited to execute, as soon as
                   practicable after the date of this Agreement, an agreement
                   with the Agent in connection with the Business Agreements in
                   substantially the same terms as the CIG Agreement.

          (s)      (EXECUTIVE CONTRACTS) Not later than 30 days after the date
                   of this Agreement the Borrower will enter into an employment
                   contract with each Executive on terms substantially the same
                   as Annexure G.

          (t)      (RATIFICATION) As a shareholder of any Relevant Company, it
                   ratifies and confirms the execution, delivery and
                   performance by each Relevant Company of each Transaction
                   Document.

20.2      UNDERTAKINGS RELATING TO MORTGAGED PROPERTY

          The Borrower and each Guarantor undertakes to each Indemnified Party
          as follows, except to the extent that the Agent acting on the
          instructions of the Majority Lenders consents otherwise.

          (a)      (PAY OUTGOINGS)

                   (i)       Subject to sub-paragraph (ii), it will promptly pay
                             all outgoings payable by it in respect of the
                             Mortgaged Property (including rent and Taxes).

                   (ii)      It need not pay outgoings which are being
                             contested in good faith except where failure to
                             pay may have a Material Adverse Effect.

                   (iii)     It will pay contested outgoings which it is liable
                             to pay on the final determination or settlement of
                             the contest.

                   (iv)      On request by the Agent it will immediately
                             provide to the Agent evidence of every payment
                             covered by this undertaking.

          (b)      (MAINTENANCE)

                   (i)       It will maintain the Mortgaged Property in a good
                             state of repair and in good working order and
                             condition (fair wear and tear excepted).

                   (ii)      On being required to do so by the Agent it will
                             immediately amend every defect in the repair and
                             condition of the Mortgaged Property (fair wear and
                             tear excepted).

          (c)      (INSURANCE)

                   (i)       (GENERAL OBLIGATION) In its name and in the name
                             of the Agent on behalf of the Lenders it will:

                             (A)     insure and keep insured the Mortgaged
                                     Property which is of an insurable nature
                                     to the full replacement or re-instatement
                                     value; and

                             (B)     take out and keep in force other insurance
                                     with respect to the Mortgaged Property and
                                     each business in which the Mortgaged
                                     Property is used (including any insurance
                                     reasonably requested by the Agent and
                                     public risk, worker's compensation,
                                     product liability and business
                                     interruption insurance),
<PAGE>   57
                                                                         Page 42





                             in the manner and to the extent:

                             (C)     which the Agent determines reasonable and
                                     customary for a business enterprise
                                     engaged in a similar business and in a
                                     similar locality, and for property of the
                                     nature of the Mortgaged Property; or

                             (D)     for so long as the Agent has made no
                                     determination or request under this
                                     subparagraph (i), which a business
                                     enterprise holding similar property, and
                                     engaged in a business in a similar
                                     locality, would prudently insure against.

                   (ii)      (PAYMENT OF PREMIUMS) It will pay when due all
                             premiums, commissions, levies, stamp duties,
                             charges and other expenses necessary for taking
                             out those insurance policies and keeping them in
                             force.

                   (iii)     (INSURERS) It will take out each insurance policy
                             with independent and reputable insurers approved
                             by the Agent located in jurisdictions approved by
                             the Agent. The Agent will not unreasonably
                             withhold that approval.

                   (iv)      (INFORMATION) On request it will provide to the
                             Agent certificates of currency in respect of all
                             insurance policies, and other details on the
                             insurance policies which the Agent requires.

                   (v)       (NO PREJUDICIAL ACTION) It will not do, permit, or
                             omit to do, anything which may prejudice an
                             insurance policy.

                   (vi)      (CONTENTS OF POLICY) Without limiting subparagraph
                             (i), it will ensure that each insurance policy is
                             on terms and conditions satisfactory to the Agent
                             and, without limitation, provides that:

                             (A)     with respect to a claim over A$1,000,000,
                                     the Agent (on behalf of the Lenders) is
                                     named as loss payee;

                             (B)     the proceeds resulting from a claim under
                                     the policy will be paid to the Agent other
                                     than claims under a public liability
                                     policy and claims for less than
                                     A$1,000,000 made before the Agent notifies
                                     the insurer that a Security Document has
                                     become enforceable;

                             (C)     the amount of any excess or deductible
                                     payable by the insured in respect of a
                                     claim will not exceed the amount which the
                                     Agent determines is customary for similar
                                     policies;

                             (D)     the insurer waives its right to set off or
                                     counter claim or to make any other
                                     deduction or withholding against the Agent
                                     and each person claiming under the Agent;

                             (E)     the insurer Will not terminate the policy
                                     unless the relevant default or breach
                                     remains unremedied for at least 30 days
                                     after notice by the insurer to the Agent
                                     specifying the default or breach;

                             (F)     to the extent that the policy covers the
                                     interest of the Agent and the Lenders the
                                     insurer will not refuse or reduce a claim
                                     or cancel or avoid the policy except where
                                     the right to do so results from the fraud
                                     of the Agent or a Lender;
<PAGE>   58
                                                                         Page 43


                             (G)     where the asset in respect of which a
                                     claim is made is not to be replaced or
                                     reinstated, the amount payable under the
                                     policy will not be less than the indemnity
                                     value of the asset at the time of the
                                     event giving rise to the claim; and

                             (H)     there is no averaging provision.

                   (vii)     (REMEDY OF DEFAULT) If:

                             (A)     it fails to take out or to keep in force
                                     an insurance policy;

                             (B)     the Agent determines that the insurer may
                                     become entitled to cancel or avoid an
                                     insurance policy; or

                             (C)     the Agent determines that the insurer
                                     under a policy may not be capable of
                                     meeting a claim,

                             the Agent may do anything which it determines is
                             advisable or necessary to take out or keep in
                             force that policy or to take out a new policy
                             complying with this clause at the cost of the
                             Borrower and in the name of the Borrower or the
                             Lender or both.  The Agent is not obliged to do
                             anything under this subparagraph.

                   (viii)    (ENFORCEMENT BY AGENT) It will do everything
                             (including providing documents, evidence and
                             information) necessary or desirable in the opinion
                             of the Agent to enable the Agent to claim, and to
                             collect or recover money due, under or in respect
                             of, an insurance policy.

                   (ix)      (NOTICE OF CLAIMS) As soon as possible it will
                             notify:

                             (A)     (I)     the Agent; and

                                     (II)    (when it is required or it is
                                             advisable to do so) the relevant 
                                             insurer,

                                     of any event which does or may give rise
                                     to a claim of A$1,000,000 or its
                                     equivalent or more under an insurance
                                     policy; and

                             (B)     the Agent of:

                                     (I)     a cancellation, change or
                                             reduction in an insurance policy;

                                     (II)    an insurance policy becoming void
                                             or voidable; or

                                     (III)   any other material circumstance or
                                             correspondence relating to an
                                             insurance policy.

                   (x)       (INSURANCE PROCEEDS) It will ensure that the
                             proceeds of all insurance policies received by it
                             are used to replace, restore, repair or otherwise
                             remedy the relevant loss, damage or liability
                             suffered unless:

                             (i)     the proceeds exceed A$1,000,000 and the
                                     Agent is not reasonably satisfied that the
                                     Borrower will be able to satisfy its
                                     obligations under the Transaction
                                     Documents; or
<PAGE>   59
                                                                         Page 44


                             (ii)    a Designated Event is subsisting; or

                             (iii)   in any other case, it resolves in good
                                     faith not to do so, in which event the 
                                     proceeds shall be applied towards payment 
                                     of the Secured Moneys (appropriated 
                                     between the Secured Moneys as the
                                     Agent determines).

          (d)      (ALTERATIONS) It will not alter, or permit any person to
                   alter, the Mortgaged Property materially.

          (e)      (PRESERVATION AND PROTECTION OF SECURITY)

                   (i)       It will promptly do everything necessary or
                             reasonably required by the Agent:

                             (A)     to preserve and protect the Mortgaged
                                     Property; and

                             (B)     to protect and enforce its title and the
                                     title of the Agent and the Lenders as
                                     mortgagee to the Mortgaged Property.

                   (ii)      Without limiting the generality of subparagraph
                             (i), it will not permit lodgement of a caveat
                             forbidding the recording of an interest of it or
                             the Agent or a Lender in the Mortgaged Property.

                   (iii)     If a caveat is lodged (other than a caveat lodged
                             by the Agent on behalf of the Lenders) it will
                             promptly do everything in its power to remove it.

                   (iv)      The generality of this paragraph does not limit,
                             nor is it limited by, the generality of any other
                             paragraph of this clause.

          (f)      (OTHER SECURITY INTERESTS) It will comply fully with all
                   Security Interests affecting the Mortgaged Property and the
                   obligations secured by those Security Interests.

          (g)      (ENVIRONMENTAL LAW)

                   (i)       It will maintain procedures which in the
                             reasonable opinion of the Agent are adequate to
                             monitor:

                             (A)     its compliance with Environmental Law and
                                     Authorizations; and

                             (B)     circumstances which may give rise to a
                                     claim or to a requirement of substantial
                                     expenditure by it or of cessation or
                                     material alteration of its activity
                                     (PERILOUS CIRCUMSTANCES).

                   (ii)      It will:

                             (A)     not later than 24 months after the date of
                                     this Agreement, take each step and
                                     complete each task described as PRIORITY 1
                                     in the Phase 2 Environmental Assessment
                                     prepared by Douglas Partners Pty Ltd dated
                                     23 November 1995 (the REPORT);

                             (B)     not later than 36 months after the date of
                                     this Agreement, take each step and 
                                     complete each task described as PRIORITY 2
                                     in the Report; and

<PAGE>   60
                                                                         Page 45

                             (C)     at the time it provides the Accounts
                                     referred to in Clause 20.1(a)(ii), report
                                     to the Agent on the progress made in
                                     carrying out the recommendations in the
                                     Report.

                   (iii)     Where the Agent reasonably suspects that it is not
                             complying with subparagraph (i) or (ii) or with an
                             Environmental Law or Authorization, the Agent may
                             have an audit conducted of its procedures, its
                             compliance and any Perilous Circumstances.  It
                             will do everything necessary to facilitate that
                             audit.

                   (iv)      Where the procedures or the audit referred to in
                             this paragraph reveal any non-compliance with
                             Environmental Law or Authorizations, or reveal any
                             Perilous Circumstances, it will promptly remedy
                             them.

20.3      UNDERTAKINGS RELATING TO MARKETABLE SECURITIES

          Quetack undertakes to maintain and protect all Marketable Securities
          included in the Mortgaged Property.  Without limitation, it
          undertakes as follows, except to the extent that the Agent acting on
          the instructions of the Majority Lenders consents otherwise.

          (a)      (NOTIFY RIGHTS OFFERED OR ACCRUING) It will:

                   (i)       notify the Agent immediately if it becomes
                             entitled to, or is offered, New Rights; and

                   (ii)      ensure that all documents relating to New Rights
                             or arising out of their subscription, taking up or
                             exercise are delivered to the Agent.

          (b)      (SUBSCRIBE TO RIGHTS) If the Agent directs, it will promptly
                   subscribe to, take up or exercise New Rights.

          (c)      (REMEDY DEFECTS) It will remedy each defect in its holding
                   of those Marketable Securities.

          (d)      (TAKE PROCEEDINGS) It will take or defend all legal
                   proceedings which the Agent requires to protect or recover
                   those Marketable Securities.

          (e)      (EXECUTE DOCUMENTS) It will execute each document to which
                   it is expressed to be a party in relation to any thing
                   required under this clause.

          (f)      (PAY CALLS) It will duly pay all calls in respect of those
                   Marketable Securities.

          (g)      (DELIVER DOCUMENTS) Immediately on receipt by it or for its
                   account, it will deliver to the Agent but not by way of
                   mortgage each certificate, acceptance, contract note or
                   transfer for those Marketable Securities;

          (h)      (RETURN OF DOCUMENTS) If the Agent makes available a
                   document relating to those Marketable Securities or New
                   Rights for registration, stamping, exercise, acceptance or
                   another purpose:

                   (i)       it will ensure that the document or each resulting
                             or replacement document (as the case may be) is
                             delivered directly to the Agent when available or
                             returned; and

                   (ii)      to the extent required by the Agent, it will
                             ensure that all persons dealing with it have
                             notice of the Security Documents.
<PAGE>   61
                                                                         Page 46


                   (The Agent will make available any document which it holds
                   on reasonable request by Quetack for the purpose of
                   recording, perfecting or preserving the title of Quetack to
                   Marketable Securities, or exercising rights attaching to
                   Marketable Securities in a manner consistent with the
                   security of the Agent and the Lenders, if arrangements
                   satisfactory to the Agent are in place to protect the
                   security of the Agent and the Lenders.)

          (i)      (NOTHING PREJUDICIAL) It will not do or omit to do anything
                   which might render those Marketable Securities liable to
                   forfeiture, cancellation, avoidance or loss or might
                   otherwise prejudicially affect the interest of the Agent and
                   the Lenders in them or their value.

          (j)      (MEETINGS OF SHAREHOLDERS OR UNITHOLDERS) It will
                   immediately provide to the Agent certified copies of all
                   reports and other documents received by it in its capacity
                   as a holder of those Marketable Securities or relating in
                   any way to those Marketable Securities including any report
                   or notice of any meeting which the holder of Marketable
                   Securities is entitled to attend or vote at or both.

          (k)      (VOTE)

                   (i)       Subject to sub-paragraph (ii), it will vote those
                             Marketable Securities in a prudent manner.

                   (ii)      It will not vote those Marketable Securities while
                             a Designated Event or Potential Designated Event
                             subsists or after the Security Documents have been
                             enforced, except with the consent of the Agent.

20.4      FINANCIAL UNDERTAKINGS

          The Borrower, Thermadyne Australia and each Guarantor undertake to
          each Indemnified Party as follows, except to the extent that the
          Agent acting on the instructions of the Majority Lenders consents.

          (a)      (DEBT SERVICE COVER) It will ensure that the ratio of:

                   (i)       EBIDA at each Quarterly Date and in respect of the
                             12 month period ending on that date; to

                   (ii)      Interest Expense under this Agreement plus
                             Principal Outstanding paid or payable under Clause
                             10 during that period,

                   is not less than 2.5:1.

          (b)      (INTEREST COVER) It will ensure that the ratio of:

                   (i)       EBITDA at each Quarterly Date and in respect of
                             the 12 month period ending on that date; to

                   (ii)      Interest Expense under this Agreement during that
                             period,

                   is not less than 3.5:1.

          (c)      (SHAREHOLDERS' FUNDS) It will ensure that the ratio of
                   Shareholders' Funds at each Quarterly Date to Total Assets
                   at that date is not less than 1:2.

          (d)      (CURRENT RATIO) It will ensure that the ratio of Current
                   Assets at each Quarterly Date to Current Liabilities at that
                   date is not less than 1:1.
<PAGE>   62
                                                                         Page 47


          (e)      (BORROWING BASE) It will ensure that the Principal
                   Outstanding does not exceed at any time the sum of:

                   (i)       60% of the total amount shown by the Latest
                             Accounts as book debts of the Group on a
                             consolidated basis (excluding receivables due for
                             more than 60 days and after deducting bad debts
                             and provisions for doubtful debts); and

                   (ii)      50% of the total amount shown by the Latest
                             Accounts as stock in trade (including work in
                             progress and goods in transit in accordance with
                             current accounting practice) of the Group on a 
                             consolidated basis; and

                   (iii)     50% of the current market value of all plant and
                             equipment of the Group; and

                   (iv)      75% of the current market value of the Freehold
                             Land (or so much of it as remains subject to the
                             Mortgage),

                   but on the basis that, in each case, reference is only made
                   to the relevant assets of the Group located in Victoria and
                   charged or mortgaged to the Agent under a Security Document.

                   For the purposes of sub-paragraphs (iii) and (iv) the current
                   market value of an asset will be its market value as shown:

                   (v)       by the most recent independent valuation provided
                             to the Agent; or

                   (vi)      if that valuation is more than 3 years old, by a
                             valuation obtained in accordance with Clause
                             20.1(n)(i) (and the Agent will be taken to have
                             requested that valuation).

          (f)      (REPETITION) Compliance with the undertakings in paragraphs
                   (a)-(d) inclusive will be tested:

                   (i)       on the basis of the relevant quarterly Accounts
                             provided under Clause 20.1(a)(ii); and

                   (ii)      on the basis of the relevant annual audited
                             Accounts provided under Clause 20.1(a)(i),
                             
                   in each case, at the time those Accounts are provided. In 
                   paragraph (g), references to THE ACCOUNTS will be construed 
                   accordingly.

          (g)      (DEFINITIONS) In this Clause 20.4 the following definitions
                   apply.

                   CURRENT ASSETS means at any time the total amount shown by
                   the Accounts as current assets of the Group on a
                   consolidated basis.

                   CURRENT LIABILITIES means at any time the total amount shown
                   by the Accounts of all current liabilities of the Group on a
                   consolidated basis in respect of Financial Indebtedness or
                   otherwise (including the Principal Outstanding payable in
                   the immediately following 12 month period).

                   EBIDA means in respect of any period the amount shown by the
                   Accounts for that period as earnings before Interest
                   Expense, depreciation and amortisation but after Tax of the
                   Group on a consolidated basis.
<PAGE>   63
                                                                         Page 48


                   EBITDA means in respect of any period the amount shown by
                   the Accounts for that period as earnings before Interest
                   Expense, Tax, depreciation and amortisation of the Group on
                   a consolidated basis.

                   INTEREST EXPENSE means all interest and amounts in the
                   nature of interest or of similar effect to interest
                   (including amounts other than principal payable under this
                   Agreement) paid or payable by a member of the Group.

                   LATEST ACCOUNTS means at any time the latest Accounts of the
                   Group provided to the Agent in accordance with this
                   Agreement.

                   SHAREHOLDERS' FUNDS means at any time the amount shown by
                   the Accounts on a consolidated basis for the Group as the
                   sum of total ordinary equity plus reserves plus retained
                   earnings plus preference capital plus shareholders' loans.

                   TOTAL ASSETS means at any time the total amount shown by the
                   Accounts as the assets of the Group on a consolidated basis.

20.5      PREPAYMENT ON CHANGE IN DISTRIBUTION OF ASSETS

          (a)      (NOTICE) If the value of the Tangible Assets of the Group
                   located outside Victoria exceeds at any time 25% of the
                   value of the total Tangible Assets of the Group, each as
                   shown by the latest Accounts of the Group provided to the
                   Agent under this Agreement, then the Majority Lenders may
                   notify the Borrower through the Agent that they require the
                   Borrower to prepay an amount of the Principal Outstanding
                   specified in the notice.

          (b)      (PREPAYMENT) The Borrower shall prepay in accordance with
                   the notice.

          (c)      (APPLICATION BETWEEN FACILITIES) Unless the Agent agrees
                   otherwise, prepayments under this clause will be applied
                   ratably amongst outstanding Segments of the Term Facility
                   and of the Revolving Credit Facility.

          (d)      (REDRAWING) Prepayments under this clause will not be
                   available for redrawing. The applicable Commitments will be
                   reduced by an amount equal to the principal amount prepaid.

          (e)      (PAYMENT DATE) The Borrower shall make the prepayment within
                   30 days after the date of the notice. To the extent
                   practicable, and without limiting paragraph (c), prepayments
                   will only be applied against Segments which have Selection
                   Dates falling on the date for prepayment.

          (f)      (APPORTIONMENT) Prepayments under this clause will be
                   applied ratably in reduction of the respective
                   participations of all the Lenders in the Principal
                   Outstanding.

          (g)      (DEFINITIONS) In this clause 20.5 TANGIBLE ASSETS means all
                   assets other than goodwill, patents, trademarks, design
                   rights, franchises, future Tax benefits, underwriting and
                   formation expenses and any other items which according to
                   current accounting practice are regarded as intangible
                   assets.

20.6      UNDERTAKINGS RELATING TO TRUST

          Quetala as trustee of the Trust, and in its own right, undertakes to
          each Indemnified Party as follows, except to the extent that the
          Agent acting on the instructions of the Majority Lenders consents.
<PAGE>   64
                                                                         Page 49


          (a)      (AMENDMENT TO TRUST DEED) It will ensure that the Trust Deed
                   is not amended or revoked.

          (b)      (RESETTLEMENT) It will ensure that there is no resettlement,
                   setting aside or transfer of any asset of the Trust other
                   than a transfer which complies with both the Trust Deed and
                   the Transaction Documents.

          (c)      (OBLIGATIONS) It will comply fully with its obligations
                   under the Trust Deed and at law.

          (d)      (NO ADDITIONAL TRUSTEE) It will ensure that no other person
                   is appointed trustee of the Trust.

          (e)      (NOT RETIRE) It will not do anything which would cause or
                   enable its removal, nor will it retire, as trustee of the
                   Trust.

          (f)      (NO VESTING) It will ensure that the vesting date is not
                   determined, and will not otherwise alter, shorten or fix the
                   vesting date under the Trust Deed.

          (g)      (RIGHT OF SUBROGATION AND INDEMNITY) It will ensure that:

                   (i)       there is no restriction or limitation on or
                             derogation from its right of subrogation or 
                             indemnity (whether or not arising under the Trust 
                             Deed); and

                   (ii)      its lien over the property of the Trust will have
                             priority over the rights of the beneficiaries of
                             the Trust.

          (h)      (NO DISTRIBUTION) It will not distribute any capital or
                   income of the Trust except in the ordinary course of
                   business out of the trading profits of the Trust (excluding
                   extraordinary items, sales of fixed assets and revaluations)
                   when all of the following are satisfied:

                   (i)       the distribution is a cash distribution and all of
                             the Principal Outstanding under the Term Facility
                             has been repaid;

                   (ii)      no Designated Event or Potential Designated Event
                             is subsisting; and

                   (iii)     no declaration by the Agent under Clause 21.2 has
                             been made.

          (i)      (NOTICES) It will promptly give the Agent copies of all
                   documents and notices received by it from any beneficiary or
                   manager of the Trust or which it gives to a beneficiary or
                   manager of the Trust.

20.7      TERM OF UNDERTAKINGS

          Each undertaking in this clause continues from the date of this
          Agreement until the Secured Moneys are fully and finally repaid.

21.       DESIGNATED EVENTS

21.1      DESIGNATED EVENTS

          Each of the following is a Designated Event (whether or not it is in
          the control of any Relevant Company).

          (a)      (OBLIGATIONS UNDER TRANSACTION DOCUMENTS) A Relevant Company
                   fails:
<PAGE>   65
                                                                         Page 50


                   (i)       to pay an amount payable by it under a Transaction
                             Document when due;

                   (ii)      to comply with any of its obligations under Clause
                             20.4;

                   (iii)     to comply with any of its other obligations under
                             a Transaction Document and, if in the opinion of
                             the Agent that failure can be remedied within 10
                             Business Days, does not remedy the failure within
                             that period; or

                   (iv)      to satisfy within the time stipulated anything
                             which the Agent made a condition of its waiving
                             compliance with a condition precedent or
                             undertaking in a Transaction Document.

          (b)      (MISREPRESENTATION) A representation, warranty or statement
                   by or on behalf of a Relevant Company in a Transaction
                   Document, or in a document provided under or in connection
                   with a Transaction Document, is not true or is misleading
                   when made or repeated and that has a Material Adverse
                   Effect.

          (c)      (CROSS DEFAULT)

                   (i)       Financial Indebtedness of a Relevant Company
                             aggregating to at least A$100.000 or its
                             equivalent:

                             (A)     is not paid when due (or within an
                                     applicable grace period); or

                             (B)     becomes due and payable or capable of
                                     being declared due and payable before its
                                     stated maturity or expiry; or

                   (ii)      a facility or obligation granted or owed by a
                             person to a Relevant Company to provide financial
                             accommodation or to acquire or underwrite
                             Financial Indebtedness aggregating to at least
                             A$100,000 or its equivalent is prematurely
                             terminated; or

                   (iii)     an event of default as defined in another
                             Transaction Document occurs.

                   For the purpose of this paragraph, if a person is required
                   to provide cash cover for Financial Indebtedness as a result
                   of an actual, likely or threatened default or an event of
                   default or termination, cancellation, special prepayment or
                   similar event, whatever called, that Financial Indebtedness
                   will be taken to be due and payable. Sub-paragraphs (i)(B)
                   and (ii) will not apply if a Relevant Company exercises an
                   optional right of prepayment or termination in the absence
                   of actual, likely or threatened default or an event of
                   default or termination, cancellation, special prepayment or
                   similar event, whatever called.

          (d)      (ADMINISTRATION, WINDING UP, ARRANGEMENTS, INSOLVENCY ETC.)

                   (i)       An administrator of a Relevant Company is
                             appointed.

                   (ii)      Except for the purpose of a solvent reconstruction
                             or amalgamation previously approved by the Agent:

                             (A)     an application or an order is made,
                                     proceedings are commenced, a resolution 
                                     is passed or proposed in a notice of 
                                     meeting or an application to a court or 
                                     other steps are taken for:

                                     (I)     the winding up, dissolution or
                                             administration of a Relevant 
                                             Company; or
<PAGE>   66
                                                                         Page 51


                                     (II)    a Relevant Company entering into
                                             an arrangement, compromise or
                                             composition with or assignment for
                                             the benefit of its creditors or a
                                             class of them,

                                     (other than applications, proceedings,
                                     notices and steps which are frivolous or
                                     vexatious or which are dismissed or
                                     withdrawn within five Business Days); or

                             (B)     a Relevant Company ceases, suspends or
                                     threatens to cease or suspend the conduct
                                     of all or a substantial part of its
                                     business or disposes of or threatens to
                                     dispose of a substantial part of its
                                     assets; or

                   (iii)     a Relevant Company:

                             (A)     is, or under legislation is presumed or
                                     taken to be, insolvent (other than as the
                                     result of a failure to pay a debt or claim
                                     the subject of a good faith dispute); or

                             (B)     stops or suspends or threatens to stop or
                                     suspend payment of all or a class of its
                                     debts.

          (e)      (ENFORCEMENT AGAINST ASSETS)

                   (i)       A receiver, receiver and manager, administrative
                             receiver or similar officer is appointed to;

                   (ii)      a Security Interest becomes enforceable or is
                             enforced over; or

                   (iii)     a distress, attachment or other execution is
                             levied or enforced or applied for over,

                   all or any of the assets and undertaking of a Relevant
                   Company.

          (f)      (REDUCTION OF CAPITAL) Without the prior consent of the
                   Agent, a Relevant Company:

                   (i)       reduces its capital (including, without
                             limitation, a purchase of its shares but excluding
                             a redemption of redeemable shares);

                   (ii)      passes a resolution to reduce its capital or to
                             authorize it to purchase its shares or a
                             resolution under section 188(2) or 205(10) of the
                             Corporations Law or an equivalent provision, or
                             calls a meeting to consider such a resolution; or

                   (iii)     applies to a court to call any such meeting or to
                             sanction any such resolution or reduction.

          (g)      (ANALOGOUS PROCESS FOR RELEVANT COMPANY OR THERMADYNE
                   HOLDINGS)

                   (i)       Anything analogous to anything referred to in
                             paragraphs (d) to (f) inclusive, or having
                             substantially similar effect, occurs with respect
                             to any Relevant Company under any overseas law or
                             any law which commences or is amended after the
                             date of this Agreement.
<PAGE>   67
                                                                         Page 52

                   (ii)      An involuntary proceeding is commenced or an
                             involuntary petition is filed in a court of
                             competent jurisdiction seeking:

                             (A)     relief in respect of Thermadyne Holdings,
                                     or of a substantial part of its property
                                     or assets, under Title 11 of the United
                                     States Code or any other United States
                                     federal or state or foreign bankruptcy,
                                     insolvency, receivership or similar law;

                             (B)     the appointment of a receiver, trustee,
                                     custodian, sequestrator, conservator or
                                     similar official for, or for a substantial
                                     part of, the property or assets of
                                     Thermadyne Holdings; or

                             (C)     the winding-up or liquidation of
                                     Thermadyne Holdings,

                             other than a petition or proceeding which is
                             dismissed or withdrawn within 5 Business Days.

                   (iii)     Except for the purpose of a solvent reconstruction
                             or amalgamation Thermadyne Holdings:

                             (A)     voluntarily commences any proceeding or
                                     files any petition seeking relief under
                                     Title 11 of the United States Code or any
                                     other United States federal or state or
                                     foreign bankruptcy, insolvency,
                                     receivership or similar law;

                             (B)     consents to the institution of, or fails
                                     to contest in a timely and appropriate
                                     manner, any proceeding or the filing of
                                     any petition described in sub-paragraph
                                     (ii);

                             (C)     applies for or consents to the appointment
                                     of a receiver, trustee, custodian,
                                     sequestrator, conservator or similar
                                     official for, or for a substantial part
                                     of, its property or assets;

                             (D)     makes a general assignment for the benefit
                                     of creditors;

                             (E)     becomes unable, admits in writing its
                                     inability or fails generally to pay its
                                     debts as they become due; or
 
                             (F)     takes any action for the purpose of
                                     effecting any of the foregoing.

                   (iv)      Financial Indebtedness of Thermadyne. Holdings
                             aggregating to at least US$10,000,000 or its
                             equivalent becomes due and payable before its
                             stated maturity or expiry otherwise than as a
                             consequence of Thermadyne Holdings exercising an
                             optional right of prepayment or termination in the
                             absence of an event of default or termination or
                             similar event, whatever called.

          (h)      (VITIATION OF DOCUMENTS)

                   (i)       All or any part of a Relevant Document is
                             terminated or is or becomes void, illegal,
                             invalid, unenforceable or of limited force and
                             effect;

                   (ii)      a party becomes entitled to terminate, rescind or
                             avoid all or part of a Relevant Document; or
<PAGE>   68
                                                                         Page 53

                   (iii)     a party other than the Agent or a Lender alleges
                             or claims that an event described in sub-paragraph
                             (i) has occurred or that it is entitled as
                             described in sub-paragraph (ii),

                   and, in the case of a Material Document, that has a Material
                   Adverse Effect.

          (i)      (REVOCATION OF AUTHORISATION) An Authorisation which is
                   material to the performance by any Relevant Company of a
                   Relevant Document, or to the validity and enforceability of
                   a Relevant Document or to the security of the Agent and the
                   Lenders, is repealed, revoked or terminated or expires, or
                   is modified or amended or conditions are attached to it in a
                   manner unacceptable to the Agent, and is not replaced by
                   another Authorisation acceptable to the Agent, and that has
                   a Material Adverse Effect.

          (j)      (MATERIAL ADVERSE CHANGE) Any other event or series of
                   events, whether related or not, occurs (including, without
                   limitation, a material adverse change in the business,
                   assets or financial condition of any Relevant Company or the
                   value of the Mortgaged Property), which has or is likely to
                   have a Material Adverse Effect.

          (k)      (CONTROL) Without the prior consent of the Agent:

                   (i)       Thermadyne Australia, the Borrower or a Guarantor
                             becomes a Subsidiary of another person; or

                   (ii)      in the reasonable opinion of the Agent there is a
                             material change in the ownership or control of
                             Thermadyne Australia, the Borrower or a Guarantor.

          (l)      (TRUST)

                   (i)       A new or additional trustee of the Trust is
                             appointed;

                   (ii)      the beneficiaries resolve to wind up the Trust, or
                             Quetala is required to wind up the Trust under the
                             Trust Deed or applicable law, or the winding up of
                             the Trust commences;

                   (iii)     the Trust is held or is conceded by Quetala not to
                             have been constituted or to have been imperfectly
                             constituted;

                   (iv)      Quetala ceases to be authorised under the Trust to
                             hold the property of the Trust in its name and to
                             perform its obligations under the Transaction
                             Documents;

                   (v)       Quetala ceases to be entitled to be indemnified
                             out of the assets of the Trust in respect of its
                             obligations under the Transaction Documents or to
                             have a lien over them; or

                   (vi)      Any transfer of a unit in the Trust is executed by
                             or on behalf of the holder of that unit.

          (m)      (COMPULSORY ACQUISITION)

                   (i)       All or any substantial part of the Mortgaged
                             Property or assets of a Relevant Company is
                             compulsorily acquired by or by order of a
                             Governmental Agency or under law; or
<PAGE>   69
                                                                         Page 54


                             (ii)    a Governmental Agency orders the sale,
                                     vesting or divesting of all or any
                                     substantial part of the Mortgaged Property
                                     or assets of a Relevant Company.

          (n)      (GOVERNMENTAL INTERFERENCE) A law or anything done by a
                   Governmental Agency wholly or partially to a material extent
                   renders illegal, prevents or restricts the performance or
                   effectiveness of a Transaction Document or otherwise has a
                   Material Adverse Effect.

          (s)      (ENVIRONMENTAL EVENT)

                   (i)       (A)     Any person takes action;

                             (B)     there is a claim; or

                             (C)     there is a requirement of expenditure or
                                     of cessation or alteration of activity,

                             under Environmental Law, which has or is likely to
                             have a Material Adverse Effect; or

                   (ii)      a circumstance arises which may give rise to an
                             action, claim or requirement.

21.2      CONSEQUENCES

          In addition to any other rights provided by law or any Transaction
          Document, at any time after a Designated Event the Agent may and
          shall if the Majority Lenders direct do all or any of the following:

          (a)      by notice to the Borrower declare the Secured Moneys
                   immediately due and payable, and the Borrower shall
                   immediately pay the Secured Moneys;

          (b)      by notice to the Borrower cancel the Commitments;

          (c)      at the cost of the Borrower, appoint a firm of independent
                   accountants or other experts to review and report to the
                   Agent and the Lenders on the affairs, financial condition
                   and business of any Relevant Company. Each Relevant Company
                   will do everything in its power to ensure the review and
                   report can be carried out promptly, completely and
                   accurately. Without limitation, it will co-operate fully with
                   the review and ensure that the accountants and experts are
                   given access to all premises and records of each Relevant
                   Company and are given all information concerning any
                   Relevant Company which they require from time to time. It
                   will ensure that all officers and employees of each Relevant
                   Company do the same.

21.3      CASH COVER FOR LETTERS OF CREDIT AND BILLS

          (a)      Each Lender shall hold by way of cash cover:

                   (i)       any amount paid under Clause 17.5 (ILLEGALITY) or
                             Clause 21.2(a) (CONSEQUENCES) in respect of the
                             contingent liability under a Bill or Letter of
                             Credit or in respect of any other sum contingently
                             owing; and

                   (ii)      interest credited under this clause.
<PAGE>   70
                                                                         Page 55

          (b)      A Lender:

                   (i)       may at any time apply any such moneys in or
                             towards satisfaction of any sum at any time
                             payable by the Borrower to the Lender under or in
                             relation to any Transaction Document; and

                   (ii)      shall apply any such moneys then remaining against
                             any amount payable under Clause 13.12 or Clause
                             15.8, as appropriate.

          (c)      Any moneys held under paragraph (a) (including interest)
                   will accrue and be credited with interest at a rate and in
                   the manner that the Lender determines would apply to
                   deposits at call (or of any other term specified by the
                   Agent) of a similar amount under its normal procedures.

          (d)      The balance of the moneys held under paragraph (a)
                   (including interest) will only be repayable to the extent
                   that on any day it exceeds the amount of the Secured Moneys
                   payable to that Lender (including without limitation the
                   face amounts of all outstanding Bills or Letters of Credit
                   and all amounts which are then or may subsequently become
                   contingently owing).  When ever there is such an excess that
                   excess will be payable on demand.

21.4      TECHNICAL DEFAULT IN PAYMENT

          Failure by the Borrower to pay an amount due will not constitute a
          Designated Event under Clause 21.1(a)(i) (NONPAYMENT DEFAULT EVENT)
          if:

          (a)      before the exercise of the Agent's powers under Clause 21.2
                   the Borrower demonstrates to the satisfaction of the Agent
                   that it had sufficient available funds with its bankers and
                   had given appropriate instructions to those bankers to make
                   that payment and that the payment would have been made but
                   for temporary technical or administrative difficulties
                   outside the control of the Borrower; and

          (b)      payment is received in the manner required within 2 Business
                   Days of the due date.

          The Agent need not wait for a demonstration under paragraph (a)
          before exercising its powers under Clause 21.2.

22.       GUARANTEE

22.1      GUARANTEE

          The Guarantors jointly and severally unconditionally and irrevocably
          guarantee the due and punctual payment of the Secured Moneys. Each
          Guarantor enters into this Agreement for valuable consideration which
          includes, without limitation, the Indemnified Parties entering into
          this Agreement at its request.

22.2      PAYMENT

          If the Borrower fails to pay any Secured Moneys when due, then on
          demand from time to time each Guarantor shall pay an amount equal to
          those Secured Moneys in the same manner and currency which the
          Borrower is required to pay the Secured Moneys under the relevant
          Transaction Document (or would have been but for its Liquidation).

22.3      UNCONDITIONAL NATURE OF OBLIGATION

          Neither this Agreement, any Security Document nor the obligations of
          any Guarantor under this Agreement or any Security Document will be
          affected by anything which but for this
<PAGE>   71
                                                                         Page 56

          provision might operate to release, prejudicial!y affect or discharge
          them or in any way relieve any Guarantor from any obligation
          including. without limitation:

          (a)      the grant to any person of any time, waiver or other
                   indulgence, or the discharge or release of any person;

          (b)      any transaction or arrangement that may take place between
                   any Indemnified Party and any person;

          (c)      the Liquidation of any person;

          (d)      any Indemnified Party becoming a party to or bound by any
                   compromise, moratorium, assignment of property, scheme of
                   arrangement, composition of debts or scheme of
                   reconstruction by or relating to any person;

          (e)      any Indemnified Party exercising or delaying or refraining
                   from exercising or enforcing any document or agreement or
                   any right, power or remedy conferred on it by law or by any
                   Transaction Document or by any other document or agreement
                   with any person;

          (f)      the amendment, variation, novation, replacement, rescission,
                   invalidity, extinguishment, repudiation, avoidance,
                   unenforceability, frustration, failure, expiry, termination,
                   loss, release, discharge, abandonment, assignment or
                   transfer, in whole or in part and with or without
                   consideration, of any Transaction Document or of any other
                   document or agreement held by any Indemnified Party at any
                   time or of any right, obligation, power or remedy;

          (g)      the taking or perfection of or failure to take or perfect a
                   document or agreement;

          (h)      the failure by any person or any Indemnified Party to notify
                   any Guarantor of any default by any person under any
                   Transaction Document or any other document or agreement;

          (i)      any Indemnified Party obtaining a judgment against any
                   person for the payment of any Secured Moneys;

          (j)      any legal limitation, disability, incapacity or other
                   circumstance relating to any person;

          (k)      any change in any circumstance (including, without
                   limitation, in the members or constitution of a person);

          (l)      this Agreement or any other document or agreement not being
                   valid or executed by, or binding on, any person; or

          (m)      any increase in the Secured Moneys for any reason
                   (including, without limitation, as a result of anything
                   referred to above),

          whether with or without the consent of the Guarantors. Without
          limitation, this Agreement binds a Guarantor even if it is, or has
          become, the only Guarantor bound. None of the above paragraphs limits
          the generality of any other. A reference to ANY PERSON includes,
          without limitation, any other Guarantor and the Borrower.

22.4      NO MARSHALLING

          No indemnified Party is obliged to marshal or appropriate in favor of
          any Guarantor or to exercise, apply or recover:
<PAGE>   72
                                                                         Page 57


          (a)      any Security Interest, Guarantee, document or agreement
                   (including, without limitation, any Transaction Document)
                   held by an Indemnified Party at any time; or

          (b)      any of the funds or assets that an Indemnified Party may be
                   entitled to receive or have a claim on.

22.5      NO COMPETITION

          Until the Secured Moneys have been irrevocably paid and discharged in
          full no Guarantor is entitled to, and no Guarantor shall:

          (a)      be subrogated to any Indemnified Party or claim the benefit
                   of any Security Interest or Guarantee held by any
                   Indemnified Party at any time;

          (b)      either directly or indirectly prove in, claim or receive the
                   benefit of, any distribution, dividend or payment arising
                   out of or relating to the Liquidation of the Borrower, any
                   other Guarantor or any other person who gives a Guarantee or
                   Security Interest in respect of any Secured Moneys; or

          (c)      have or claim any right of contribution or indemnity from
                   the Borrower, any other Guarantor or any other person who
                   gives a Guarantee or Security Interest in respect of any
                   Secured Moneys.

          The receipt of any distribution, dividend or other payment by any
          Indemnified Party out of or relating to any Liquidation will not
          prejudice the right of any Indemnified Party to recover the Secured
          Moneys by enforcement of this Agreement.

22.6      SUSPENSE ACCOUNT

          In the event of the Liquidation of the Borrower or any other person
          (including, without limitation, any Guarantor) each Guarantor
          authorizes each Indemnified Party:

          (a)      to prove for all moneys which the Guarantors have paid that
                   Indemnified Party under this Agreement; and

          (b)      (i)       to retain and carry to a suspense account; and

                   (ii)      to appropriate at the discretion of the Agent,

                   any dividend received in the Liquidation of the Borrower or
                   any other person and any other money received in respect of
                   the Secured Moneys, 

          until each Indemnified Party has been paid the Secured Moneys in full.

22.7      RESCISSION OF PAYMENT

          Whenever for any reason (including without limitation under any law
          relating to Liquidation, fiduciary obligations or the protection of
          creditors):

          (a)      all or part of any transaction of any nature (including,
                   without limitation, any payment or transfer) made during the
                   term of this Agreement which affects or relates in any way
                   to the Secured Moneys is void, set aside or voidable;

          (b)      any claim that anything contemplated by paragraph (a) is so
                   is upheld, conceded or compromised; or
<PAGE>   73
                                                                         Page 58

          (c)      any Indemnified Party is required to return or repay any
                   money or asset received by it under any such transaction or
                   the equivalent in value of that money or asset,

          each Indemnified Party will immediately become entitled against each
          Guarantor to all rights in respect of the Secured Moneys and the
          Mortgaged Property which it would have had if all or the relevant
          part of the transaction or receipt had not taken place. Each
          Guarantor shall indemnify each Indemnified Party on demand against
          any resulting loss, cost or expense. This clause continues after this
          Agreement is discharged.

22.8      INDEMNITY

          If any Secured Moneys (including moneys which would have been Secured
          Moneys if they were recoverable) are not recoverable from the
          Borrower for any reason (including, without limitation, any legal
          limitation, disability, incapacity or thing affecting the Borrower)
          each Guarantor shall indemnify each Indemnified Party on demand and
          shall pay those moneys to the relevant Indemnified Party on demand.

          This applies whether or not:

          (a)      any transaction relating to the Secured Moneys was void or
                   illegal or has been subsequently avoided; or

          (b)      any matter or fact relating to that transaction was or ought
                   to have been within the knowledge of any Indemnified Party.

22.9      CONTINUING GUARANTEE AND INDEMNITY

          This clause:

          (a)      is a continuing guarantee and indemnity;

          (b)      will not be taken to be wholly or partially discharged by
                   the payment at any time of any Secured Moneys or by any
                   settlement of account or other matter or thing; and

          (c)      remains in full force until the Secured Moneys have been
                   paid in full and the Guarantors have completely performed
                   their obligations under this Agreement.

22.10     VARIATIONS

          This clause, each Security Document and any Collateral Security
          covers the Secured Moneys as varied from time to time including,
          without limitation, as a result of:

          (a)      any amendment to, or waiver under, any Transaction Document;
                   or

          (b)      the provision of further accommodation to the Borrower,

          and whether or not with the consent of or notice to the Guarantors.
          This does not limit any other provision.

22.11     JUDGMENT

          A judgment obtained against the Borrower will be conclusive against
          each Guarantor.

22.12     CONDITIONS PRECEDENT

          Any condition or condition precedent to the provision of financial
          accommodation, is for the benefit of the Indemnified Parties and not
          the Guarantors. Any waiver of or failure to satisfy
<PAGE>   74
                                                                         Page 59

          such a condition or condition precedent will be disregarded in
          determining whether an amount is part of the Secured Moneys.

23.       INTEREST ON OVERDUE AMOUNTS

23.1      ACCRUAL AND PAYMENT

          (a)      (ACCRUAL) Interest accrues on each unpaid amount which is
                   due and payable by the Borrower or a Guarantor under or in
                   respect of any Transaction Document (including interest 
                   payable under this clause):

                   (i)       on a daily basis up to the date of actual payment
                             from (and including) the due date or, in the case
                             of an amount payable by way of reimbursement or
                             indemnity, the date of disbursement or loss, if
                             earlier;

                   (ii)      both before and after judgment (as a separate and
                             independent obligation); and

                   (iii)     at the rate provided in Clause 23.2 (RATE).

          (b)      (PAYMENT) Each of the Borrower and the Guarantors shall pay
                   interest accrued under this clause on demand by the Agent
                   and on the last Business Day of each calendar quarter. That
                   interest is payable in the currency of the unpaid amount on
                   which it accrues.

23.2      RATE

          The rate applicable under this clause is the sum of 2% per annum plus
          the higher of:

          (a)      the rate (if any) applicable to the amount immediately
                   before the due date; and

          (b)      the sum of the Margin and the rate determined by the Agent
                   on a monthly basis to be its buying rate as at or about 10
                   am (Sydney time) for bills of exchange which are accepted by
                   an Australian bank selected by the Agent and which have a
                   term not exceeding one month.

24.       FEES

24.1      REVOLVING CREDIT FACILITY FEE

          (a)      A facility fee accrues at 0.75% per annum on the daily
                   amount of the Revolving Credit Commitment of each Lender
                   from the date of this Agreement.

          (b)      The facility fee is calculated on the actual number of days
                   and on the basis of a year of 365 days.

          (c)      The Borrower shall pay the facility fee in advance on the
                   first Business Day of each calendar quarter and on the date
                   of this Agreement calculated on the Revolving Credit
                   Commitment at the date of payment. It is not refundable.

24.2      LETTER OF CREDIT FEE

          (a)      A letter of credit fee accrues at 0.35% per annum (or, if
                   different, at the rate charged to the Agent or the Lenders
                   by the applicable Beneficiary) on the daily amount of each
                   Lender's Share of the face amount of each Letter of Credit
                   from the date the Letter of Credit is issued.
<PAGE>   75
                                                                         Page 60

          (b)      The fee is calculated on the actual number of days and on
                   the basis of a year of 365 days.

          (c)      The Borrower shall pay the letter of credit fee in advance
                   on the first Business Day of each calendar quarter and on
                   the date the Letter of Credit is issued calculated on the
                   face amount of the Letter of Credit at the date of payment.
                   It is not refundable.

24.3      ISSUANCE FEE

          (a)      An issuance fee accrues at 0.75% per annum on the daily
                   amount of each Lender's Share of the face amount of each
                   outstanding Letter of Credit from the date the Letter of
                   Credit is issued.

          (b)      The fee is calculated on the actual number of days and on
                   the basis of a year of 365 days.

          (c)      The Borrower shall pay the issuance fee in advance on the
                   first Business Day of each calendar quarter and on the date
                   the Letter of Credit is issued calculated on the face amount
                   of the Letter of Credit at the date of payment. It is not
                   refundable.

24.4      AGENT'S FEE

          (a)      The Borrower shall pay an annual agent's fee (the AGENT'S
                   FEE) to the Agent for its own account. The amount of the
                   first payment is $50,000.

          (b)      On January 1 of each year the Agent's Fee will be varied in
                   accordance with the following formula.

                   P= A x B
                      -----
                        C

                   where:

                   P means the Agent's Fee payable for the following calendar
                   year;

                   A means the Agent's Fee payable for the calendar year just
                   ended;

                   B means the Index Number last published before the expiration
                   of the calendar year just ended; and

                   C means the Index Number last published before the
                   commencement of the calendar year just ended.

                   If the Index Number is the quarterly Consumer Price Index
                   Sydney All Groups number published by the Australian Bureau
                   of Statistics and that Index Number is revised or corrected
                   by the Australian Bureau of Statistics after the Agent's Fee
                   has been calculated, then that Agent's Fee will be revised
                   in accordance with the revised or corrected Index Number.
                   If the Agent's Fee has been paid, then a cash adjustment
                   shall be made between the parties, within 14 days of the
                   revision or correction, as required.

          (c)      The Agent's Fee will be paid in advance on January 1 of each
                   year until the Secured Moneys have been fully and finally
                   repaid. The first payment will be made on the date of this
                   Agreement. The fee is non-refundable.
<PAGE>   76
                                                                         Page 61

25.       INDEMNITIES

          On demand the Borrower shall indemnify each Indemnified Party against
          any loss, cost, charge, liability or expense the Indemnified Party
          (or any officer of employee of the Indemnified Party) may sustain or
          incur as a direct or indirect consequence of:

          (a)      the occurrence of any Designated Event or Potential
                   Designated Event;

          (b)      any exercise or attempted exercise of any right, power or
                   remedy under any Transaction Document or any failure to
                   exercise any right, power or remedy;

          (c)      a Segment requested in a Drawdown Notice or Selection Notice
                   not being provided for any reason (including, without
                   limitation, failure to fulfil any condition precedent but
                   excluding any default by the Indemnified Party which is
                   claiming under this clause); or

          (d)      a Lender receiving payments of principal in respect of any
                   Segment before the last day its Funding Period for any
                   reason, including, without limitation, prepayment under this
                   Agreement, but excluding default by the Agent.

          Without limitation the indemnity will cover any amount determined by
          the relevant Lender to be incurred by reason of the liquidation or
          re-employment of deposits or other funds acquired or contracted for by
          the relevant Lender to fund or maintain any Segment or amount
          (including loss of margin) and by reason of the reversing or
          termination of any agreement or arrangement entered into by the
          relevant Lender to hedge, fix or limit its effective cost of funding
          or maintaining any Segment or amount.

26.       CONTROL ACCOUNTS

          The accounts kept by the Agent constitute sufficient evidence, unless
          proven wrong, of the amount at any time due from the Borrower under
          this Agreement.

27.       EXPENSES

          On demand the Borrower shall reimburse:

          (a)      the Agent for its reasonable expenses in relation to the
                   preparation, execution and completion of the Transaction
                   Documents and any subsequent consent, agreement, approval,
                   waiver or amendment;

          (b)      each Indemnified Party for its expenses in relation to:

                   (i)       any actual or contemplated enforcement of the
                             Transaction Documents, or actual or contemplated
                             exercise, preservation or consideration of any
                             rights, powers or remedies under the Transaction
                             Documents or in relation to the Mortgaged
                             Property; and

                   (ii)      any inquiry by a Governmental Agency concerning
                             any Relevant Company or a transaction or activity
                             for which, or in connection with which, financial
                             accommodation or funds raised under a Transaction
                             Document are used or provided.

          This includes, without limitation, legal costs and expenses
          (including in-house lawyers charged at their usual rates) on a full
          indemnity basis and travelling and out of pocket expenses, any
          expenses incurred in any review or environmental audit or in
          retaining consultants to evaluate matters of material concern to the
          Indemnified Parties, and administrative costs including any time of
          its executives (whose time and costs are to be charged at reasonable
          rates).
<PAGE>   77
                                                                         Page 62


28.       STAMP DUTIES

          (a)      The Borrower shall pay all stamp, transaction, registration
                   and similar Taxes (including fines and penalties) which may
                   be payable in relation to the execution, delivery,
                   performance or enforcement of any Transaction Document or
                   any payment or receipt or any other transaction contemplated
                   by any Transaction Document.

          (b)      Those Taxes include financial institutions duty, debits tax
                   or other Taxes payable by return and Taxes passed on to any
                   Indemnified Party by bank or financial institution.

          (c)      On demand the Borrower shall indemnify each Indemnified
                   Party against any liability resulting from delay or omission
                   to pay those Taxes except to the extent the liability
                   results from failure by the Indemnified Party to pay any Tax
                   after having been put in funds to do so by the Borrower.

29.       SET-OFF

          (a)      Each of the Borrower and the Guarantors severally
                   irrevocably authorises each Indemnified Party to apply any
                   credit balance in any currency (whether or not matured) in
                   any of its accounts with any branch of that Indemnified
                   Party towards satisfaction of any sum at any time due and
                   payable by it to that Indemnified Party under or in relation
                   to any Transaction Document. No Indemnified Party is obliged
                   to make the application.

          (b)      Any Indemnified Party may effect currency exchanges
                   appropriate to implement that application.

30.       WAIVERS, REMEDIES CUMULATIVE

          (a)      No failure to exercise and no delay in exercising any right,
                   power or remedy under any Transaction Document operates as a
                   waiver. Nor does any single or partial exercise of any
                   right, power or remedy preclude any other or further
                   exercise of that or any other right, power or remedy.

          (b)      The rights, powers and remedies provided to the Indemnified
                   Parties in the Transaction Documents are in addition to, and
                   do not exclude or limit, any right, power or remedy provided
                   by law.

31.       SEVERABILITY OF PROVISIONS

          Any provision of any Transaction Document which is prohibited or
          unenforceable in any jurisdiction is ineffective as to that
          jurisdiction to the extent of the prohibition or unenforceability.
          That does not invalidate the remaining provisions of that Transaction
          Document nor affect the validity or enforceability of that provision
          in any other jurisdiction.

32.       SURVIVAL OF REPRESENTATIONS AND INDEMNITIES

          (a)      All representations and warranties in any Transaction
                   Document survive the execution and delivery of the
                   Transaction Documents and the provision of advances and
                   accommodation.

          (b)      Each indemnity in any Transaction Document:

                   (i)       is a continuing obligation;

                   (ii)      is a separate and independent obligation; and
<PAGE>   78
                                                                         Page 63

                   (iii)     survives termination or discharge of the relevant
                             Transaction Document.

33.       MORATORIUM LEGISLATION

          To the full extent permitted by law all legislation which at any time
          directly or indirectly:

          (a)      lessens, varies or affects in favor of the Borrower or a
                   Guarantor any obligation under a Transaction Document; or

          (b)      delays, prevents or prejudicially affects the exercise by
                   any Indemnified Party of any right, power or remedy
                   conferred by any Transaction Document,

          is excluded from the Transaction Documents.

34.       ASSIGNMENTS

34.1      ASSIGNMENT BY BORROWER AND GUARANTOR

          Neither the Borrower nor any Guarantor may assign or transfer any of
          its rights or obligations under this Agreement without the prior
          written consent of the Agent acting on the instructions of all
          Lenders.

34.2      ASSIGNMENT BY LENDERS

          A Lender may assign or transfer all or any of its rights or
          obligations under the Transaction Documents at any time if:

          (a)      any necessary prior Authorization is obtained;

          (b)      the Lender gives Thermadyne Australia at least 5 Business
                   Days prior notice; and

          (c)      in the case of a transfer of obligations, the transfer is
                   effected by a substitution in accordance with Clause 34.3.

34.3      SUBSTITUTION CERTIFICATES

          (a)      If a Lender wishes to substitute a new bank or financial
                   institution for all or part of its participation under this
                   Agreement, it and the substitute shall in the Australian
                   Capital Territory or outside Australia execute and deliver
                   to the Agent four counterparts of a certificate
                   substantially in the form of Annexure F.

          (b)      On receipt of the certificate, if the Agent is satisfied
                   that the substitution complies with Clause 34.2, it shall
                   promptly:

                   (i)       notify the Borrower;

                   (ii)      countersign the counterparts on behalf of all
                             other parties to this Agreement;

                   (iii)     enter the substitution in a register kept by it
                             (which will be conclusive); and

                   (iv)      retain one counterpart and deliver the others to
                             the retiring Lender, the substitute Lender and the
                             Borrower.
<PAGE>   79
                                                                         Page 64


          (c)      When the certificate is countersigned by the Agent the
                   retiring Lender will be relieved of its obligations to the
                   extent specified in the certificate and the substitute
                   Lender will be bound by the Transaction Documents as stated
                   in the certificate.

          (d)      Each other party to this Agreement irrevocably authorises
                   the Agent to sign each certificate on its behalf.

          (e)      Unless the Agent otherwise agrees, no substitution may be
                   made while any Drawdown Notice or Selection Notice is
                   current.

34.4      DISCLOSURE

          A Lender may disclose to a proposed assignee, transferee or
          sub-participant information which relates to any Relevant Company or
          was furnished in connection with the Transaction Documents if it
          first obtains the consent of the Borrower (who shall not unreasonably
          withhold or delay that consent).

34.5      NO INCREASED COSTS

          Despite anything to the contrary in this Agreement, if a Lender
          assigns its rights under this Agreement, the Borrower will not be
          required to pay any net increase in the total amount of costs, Taxes,
          fees or charges which is a direct consequence of the assignment and
          of which the Lender or its assignee was aware or ought reasonably to
          have been aware on the date of the assignment or change. For this
          purpose only a substitution under Clause 34.3 (SUBSTITUTION
          CERTIFICATES) will be regarded as an assignment.

35.       RELATIONSHIP OF LENDERS TO AGENT

35.1      AUTHORITY

          (a)      Subject to Clause 35.15 each Lender irrevocably appoints the
                   Agent to act as its agent under the Transaction Documents.
                   The Agent has all powers expressly delegated to it by the
                   Transaction Documents together with all other powers
                   reasonably incidental to those powers.

          (b)      The Agent has no duties or responsibilities except those
                   expressly set out in the Transaction Documents.

35.2      INSTRUCTIONS; EXTENT OF DISCRETION

          (a)      In the exercise of all its rights, powers and discretions
                   under the Transaction Documents the Agent shall act in
                   accordance with the instructions (if any) of the Majority
                   Lenders or (where so specified) of all Lenders.

          (b)      In the absence of those instructions, the Agent need not act
                   but may act as it sees fit in the best interests of the
                   Lenders.

          (c)      Any action taken by the Agent under the Transaction
                   Documents binds all the Lenders.

          (d)      The Agent is not obliged to consult with the Lenders before
                   giving any consent, approval or agreement or making any
                   determination under the Transaction Documents except where
                   this Agreement expressly provides otherwise.
<PAGE>   80
                                                                         Page 65

35.3      NO OBLIGATION TO INVESTIGATE AUTHORITY

          (a)      Neither Thermadyne Australia, the Borrower nor a Guarantor
                   need enquire whether any instructions have been given to the
                   Agent by all Lenders or the Majority Lenders or as to the
                   terms of those instructions.

          (b)      As between Thermadyne Australia, the Borrower and the
                   Guarantors on the one hand and the Agent and the Lenders on
                   the other, all action taken by the Agent under the
                   Transaction Documents will be taken to be authorised.

35.4      AGENT NOT A FIDUCIARY

          The Agent will not be taken to owe any fiduciary duty to any Lender,
          any Relevant Company or any other person except as expressly provided
          in a Transaction Document.

35.5      EXONERATION

          Neither the Agent nor any of its respective directors, officers,
          employees, agents, attorneys, Related Corporations or successors is
          responsible to the Lenders for, or will be liable (whether in
          negligence or on any other ground whatever) in respect of:

          (a)      any conduct relating to, contained in or relying on, any
                   loan proposal or information memorandum, any Transaction
                   Document or any document or agreement referred to in or
                   received under any Transaction Document;

          (b)      the value, validity, effectiveness, genuineness,
                   enforceability or sufficiency of any loan proposal or
                   information memorandum, any Transaction Document or any
                   other document or agreement;

          (c)      any failure by any Relevant Company to perform its
                   obligations; or

          (d)      any action taken or omitted to be taken by it or them under
                   any Transaction Document except in the case of its or their
                   own wilful misconduct or gross negligence.

35.6      DELEGATION

          The Agent may employ agents and attorneys.

35.7      RELIANCE ON DOCUMENTS AND EXPERTS

          The Agent may rely on:

          (a)      any document (including any facsimile transmission, telegram
                   or telex) believed by it to be genuine and correct; and

          (b)      advice and statements of lawyers, independent accountants
                   and other experts selected by the Agent.

35.8      NOTICE OF TRANSFER

          The Agent may treat each Lender as the holder of the Lender's rights
          under the Transaction Documents until the Agent has received either a
          substitution certificate under this Agreement or a notice of
          assignment satisfactory to the Agent.
<PAGE>   81
                                                                         Page 66


35.9      NOTICE OF DEFAULT

          (a)      The Agent will be taken not to have knowledge of the
                   occurrence of a Designated Event or Potential Designated
                   Event unless the Agent has received notice from a Lender or
                   Relevant Company stating that a Designated Event or
                   Potential Designated Event has occurred and describing it.

          (b)      If the Agent receives notice or the officers of the Agent
                   having day to day responsibility for the transaction become
                   aware that a Designated Event has occurred, the Agent shall
                   notify the Lenders, subject to Clause 35.14(c).

35.10     AGENT AS LENDER AND BANKER

          (a)      The Agent in its capacity as a Lender has the same rights
                   and powers under the Transaction Documents as any other
                   Lender. It may exercise them as if it were not acting as the
                   Agent.

          (b)      The Agent may engage in any kind of business with any
                   Relevant Company as if it were not the Agent.  It may
                   receive consideration for services in connection with any
                   Transaction Document and otherwise without having to account
                   to the Lenders.

35.11     INDEMNITY TO AGENT

          (a)      The Lenders shall indemnify the Agent on demand (to the
                   extent not reimbursed by any Relevant Company under any
                   Transaction Document) ratably in accordance with their
                   respective Commitments against any loss, cost, liability,
                   expense or damage the Agent may sustain or incur directly or
                   indirectly under or in relation to the Transaction
                   Documents.

          (b)      No Lender is liable under this sub-clause for any of
                   the above to the extent that they arise from the Agent's 
                   willful misconduct or gross negligence.

          (c)      The Borrower shall indemnify each Lender on demand against
                   any amount paid under paragraph (a). This does not limit its
                   liability under any other provision.

35.12     INDEPENDENT INVESTIGATION OF CREDIT

          Each Lender confirms that it has made and will continue to make,
          independently and without reliance on the Agent or any other Lender:

          (a)      its own investigations into the affairs of the Relevant
                   Companies; and

          (b)      its own analyses and decisions whether to take or not take
                   action under any Transaction Document.

35.13     NO MONITORING

          The Agent is not required to keep itself informed as to the
          compliance by any Relevant Company with any Transaction Document or
          any other document or agreement or to inspect any property or book of
          any Relevant Company.

35.14     INFORMATION

          (a)      The Agent shall provide to each Lender a copy of each
                   notice, report and other document which is provided to the
                   Agent in sufficient copies for the Lenders under the
                   Transaction Documents.
<PAGE>   82
                                                                         Page 67


          (b)      Thermadyne Australia, the Borrower and each Guarantor
                   authorises the Agent to provide any Lender with any
                   information concerning any Relevant Company's affairs which
                   may otherwise come into the possession of the Agent. The
                   Agent is not obliged to do so.

          (c)      The Agent is not obliged to disclose any information
                   relating to any Relevant Company if in the opinion of the
                   Agent (on the basis of the advice of its legal advisers)
                   disclosure would or might breach a law or a duty of secrecy
                   or confidence.

35.15     REPLACEMENT OF AGENT

          (a)      Subject to the appointment of a successor Agent as provided
                   in this clause:

                   (i)       the Agent may resign at any time by giving not
                             less than 30 days notice to the Lenders and to
                             the Borrower; and

                   (ii)      the Majority Lenders may remove the Agent from
                             office by giving not less than 30 days notice to
                             the Borrower and the Agent.

          (b)      Upon notice of resignation or removal the Majority Lenders
                   have the right to appoint a successor Agent approved by the
                   Borrower and who accepts the appointment.

          (c)      If no successor Agent is appointed within 30 days after
                   notice, the retiring Agent may on behalf of the Lenders
                   appoint a successor Agent who accepts the appointment.

          (d)      On its appointment the successor Agent will have all the
                   rights, powers and obligations of the retiring Agent. The
                   retiring Agent will be discharged from its rights, powers
                   and obligations.

          (e)      The retiring Agent shall execute and deliver all documents
                   or agreements which are necessary or in its opinion
                   desirable to transfer to the successor Agent each Security
                   Interest and Guarantee held by the retiring Agent in
                   relation to the Secured Moneys or to effect the appointment
                   of the successor Agent.

          (f)      Alter any retiring Agent's resignation or removal, this
                   clause will continue in effect in respect of anything done
                   or omitted to be done by it while it was acting as Agent.

          (g)      The Borrower shall not unreasonably withhold its approval of
                   any proposed successor Agent. It shall respond as soon as
                   practicable to any request for approval.

          (h)      The Borrower need not pay the cost of the appointment of a
                   successor Agent under this clause.

35.16     AMENDMENT OF TRANSACTION DOCUMENTS

          Each Lender authorises the Agent to agree with the other parties to
          any Transaction Document to amend any Transaction Document if:

          (a)      the amendment will not increase the Commitments or other
                   obligations of the Lenders, change the dates or amounts of
                   payment of any of the Secured Moneys, release any of the
                   Mortgaged Property or amend this sub-clause or any provision
                   under which the agreement or instructions of all Lenders or
                   the Majority Lenders are required; and
<PAGE>   83
                                                                         Page 68


          (b)      (i)       the Agent is satisfied that the amendment is made
                             to correct a manifest error or an error of a minor
                             nature or that the amendment is of a formal or
                             technical nature only; or

                   (ii)      the Majority Lenders have, upon request by the
                             Agent, notified the Agent of their agreement to
                             the amendment.

          Each Lender will be bound by any amendment so agreed to by the Agent
          as if it were party to the relevant amendment agreement.

36.       PROPORTIONATE SHARING

36.1      SHARING

          Whenever any Lender receives or recovers any money in respect of any
          sum due from a Relevant Company under a Transaction Document in any
          way (including without limitation by set-off) except through
          distribution by the Agent under this Agreement:

          (a)      the Lender shall immediately notify the Agent;

          (b)      the Lender shall immediately pay that money to the Agent
                   (unless the Agent directs otherwise);

          (c)      the Agent shall treat the payment as if it were a payment by
                   the Relevant Company on account of all sums then payable to
                   the Indemnified Parties; and

          (d)      (i)       the payment or recovery will be taken to have been
                             a payment for the account of the Agent and not to
                             the Lender for its own account, and to that extent
                             the liability of the Relevant Company to the
                             Lender will not be reduced by the recovery or
                             payment, other than to the extent of any
                             distribution received by the Lender under
                             paragraph (c); and

                   (ii)      (without limiting sub-paragraph (i)) immediately
                             on the Lender making or becoming liable to make a
                             payment under paragraph (b), the Borrower shall
                             indemnify the Lender against the payment to the
                             extent that (despite sub-paragraph (i)) its
                             liability has been discharged by the recovery or
                             payment.

          If the Lender is required to disgorge or unwind all or part of the
          relevant recovery or payment then the other Lenders shall repay to
          the Agent for the account of the Lender the amount necessary to
          ensure that all the Lenders share ratably in the amount of the
          recovery or payment retained. Paragraphs (c) and (d) above apply only
          to the retained amount.

36.2      REFUSAL TO JOIN IN ACTION

          A Lender who does not accept an invitation to join an action against
          any Relevant Company or does not share in the costs of the action (in
          each case having been given a reasonable opportunity to do so) is not
          entitled to share in any amount so recovered.

36.3      SHARING WHEN SECURED FINANCING OR BILLS REPAID DIRECTLY

          Whenever:

          (a)      a Bill or a Letter of Credit is redeemed, repaid, cancelled
                   or discharged otherwise than through a payment made under
                   this Agreement; or
<PAGE>   84
                                                                         Page 69


          (b)      the Principal Outstanding is reduced in any manner except
                   through a repayment or prepayment under this Agreement,

          resulting in a greater reduction in the proportion by which a
          Lender's participation in the Principal Outstanding is reduced than
          that of the Lender whose participation in the Principal Outstanding
          is reduced by the smallest proportion (except as a result of any
          rounding or adjustment of amounts made by the Agent under this
          Agreement):

          (c)      the Lender shall immediately notify the Agent;

          (d)      the Lender shall immediately pay to the Agent an amount
                   equal to the amount of the excess (unless the Agent 
                   otherwise directs);

          (e)      the Lender's participation in the Principal Outstanding will
                   be taken to be increased by an amount equal to the payment;

          (f)      the Agent shall treat the payment as if it were a payment by
                   the Borrower on account of the Principal Outstanding; and

          (g)      immediately upon the Lender making or becoming liable to
                   make the payment under paragraph (b) the Borrower shall
                   indemnify that Lender against the payment as which
                   represents the amount of the excess.

          If all or part of the relevant transaction which had that result is
          subsequently rescinded or must otherwise be restored, and as a result
          a Letter of Credit or the Lender's Bill is called upon, the Lenders
          shall repay to the Agent for the account of the Lender the amount
          which is necessary to ensure that all the Lenders' participations in
          the Principal Outstanding have been reduced proportionately.

37.       AGENT DEALINGS

          Except where expressly provided otherwise:

          (a)      all correspondence under or in relation to the Transaction
                   Documents between a Lender on the one hand, and the Borrower
                   or a Guarantor on the other, will be addressed to the Agent;
                   and

          (b)      the Lenders and the Borrower and the Guarantors severally
                   agree to deal with and through the Agent in accordance with
                   this Agreement.

38.       CONFIDENTIALITY

38.1      CONFIDENTIALITY

          Subject to the following sub-clause, no Indemnified Party shall
          disclose any unpublished information or documents supplied by any
          Relevant Company in connection with the Transaction Documents which
          are specifically indicated by any Relevant Company to be confidential
          and which are not in the public domain.

38.2      PERMITTED DISCLOSURE

          An Indemnified Party may disclose any confidential information or
          documents:

          (a)      in enforcing a Transaction Document or in a proceeding
                   arising out of or in connection with a Transaction Document
                   or to the extent that disclosure is regarded by the
                   Indemnified Party as necessary to protect its interests;
<PAGE>   85
                                                                         Page 70

          (b)      if required under a binding order of a Governmental Agency
                   or any procedure for discovery in any proceedings;

          (c)      if required under any law or any administrative guideline,
                   directive, request or policy whether or not having the force
                   of law and, if not having the force of law, the observance
                   of which is in accordance with the practice of responsible
                   bankers or financial institutions similarly situated;

          (d)      as required or permitted by any Transaction Document;

          (e)      to its legal advisers and its consultants; or

          (f)      with the prior written consent of the Borrower.

38.3      SURVIVAL OF OBLIGATION

          This clause survives the termination of this Agreement.

39.       NOTICES

          All notices, requests, demands, consents, approvals, agreements or
          other communications to or by a party to this Agreement:

          (a)      must be in writing;

          (b)      must be signed by an Authorised Officer of the sender; and

          (c)      will be deemed to be duly given or made:

                   (i)       (in the case of delivery in person or by post or
                             facsimile transmission) when delivered, received
                             or left at the address of the recipient shown in
                             this Agreement or to any other address which it
                             may have notified the sender; or

                   (ii)      (in the case of a telex) on receipt by the sender
                             of the answerback code of the recipient at the end
                             of transmission,

                   but if delivery or receipt is on a day on which business is
                   not generally carried on in the place to which the
                   communication is sent or is later than 4 pm (local time), it
                   will be taken to have been duly given or made at the
                   commencement of business on the next day on which business
                   is generally carried on in that place.

40.       AUTHORISED OFFICERS

          Each of Thermadyne Australia, the Borrower and the Guarantors
          irrevocably authorises each Indemnified Party to rely on a
          certificate by any person purporting to be its director or secretary
          as to the identity and signatures of its Authorised Officers. Each of
          Thermadyne Australia, the Borrower and the Guarantors warrants that
          those persons have been authorised to give notices and communications
          under or in connection with the Transaction Documents.

          Each Guarantor and Thermadyne Australia warrant that each Authorised
          Officer of the Borrower is authorised to sign Drawdown and Selection
          Notices on behalf of each Guarantor and Thermadyne Australia
          respectively.
<PAGE>   86
                                                                         Page 71


41.       GOVERNING LAW AND JURISDICTION

          This Agreement is governed by the laws of Victoria.  Each of
          Thermadyne Australia, the Borrower and the Guarantors submits to the
          non-exclusive jurisdiction of courts exercising jurisdiction there.

42.       COUNTERPARTS

          This Agreement may be executed in any number of counterparts. All
          counterparts together will be taken to constitute one instrument.

43.       ACKNOWLEDGEMENT

          Each of Thermadyne Australia, the Borrower and each Guarantor
          confirms that:

          (a)      it has not entered into this Agreement in reliance on, or as
                   a result of, any conduct of any kind of or on behalf of any
                   Indemnified Party or any Related Corporation of any
                   Indemnified Party (including, without limitation, any
                   advice, warranty, representation or undertaking); and

          (b)      neither any Indemnified Party nor any Related Corporation of
                   any Indemnified Party is obliged to do anything (including,
                   without limitation, disclose anything or give advice),

          except as expressly set out in the Transaction Documents or in
          writing duly signed by or on behalf of any Indemnified Party or
          Related Corporation.

44.       CONSENTS AND OPINIONS

          Except where expressly stated any Indemnified Party may give or
          withhold, or give conditionally, approvals and consents (including in
          relation to any Business Plan), may be satisfied or unsatisfied, may
          form opinions, and may exercise rights, powers and remedies at its
          absolute discretion.

45.       SECURITY DOCUMENTS

          Despite anything to the contrary in any Security Document (but
          subject to any law which applies notwithstanding an agreement to the
          contrary), the Agent will not be required to release or discharge any
          Security Document before the Secured Moneys have been fully and
          finally paid, repaid and discharged and all the Commitments have been
          cancelled.

EXECUTED as an agreement.
<PAGE>   87
                                   SCHEDULE 1

                                    LENDERS

                           PART A - TERM FACILITY
                           -------  -------------
<TABLE>
<S>         <C>                             <C>                                    <C>
                1                                    2                                   3
              LENDER                            TERM COMMITMENT                       ADDRESS FOR
                                                    (A$)                             CORRESPONDENCE

1.          Bankers Trust Australia               15,000,000                         Level 15,
            Limited                                                                  The Chifley Tower       
            (ACN 003 017 221)                                                        2 Chifley Square        
                                                                                     Sydney NSW 2000         
                                                                                     Fax: 259 9824           
                                                                                     Attention: Manager,     
                                                                                     Operations - Corporate  
                                                                                     Finance                 

                                  PART B - REVOLVING CREDIT FACILITY
                                  -------  -------------------------

                  1                                   2                                   3
                LENDER                         REVOLVING CREDIT                      ADDRESS FOR
                                                  COMMITMENT                       CORRESPONDENCE
                                                     (A$)
                                               
1.          Bankers Trust Australia               22,000,000                         Level 15,
            Limited                                                                  The Chifley Tower     
            (ACN 003 017 221)                                                        2 Chifley Square      
                                                                                     Sydney NSW 2000       
                                                                                     Fax: 259 9824         
                                                                                     Attention: Manager,   
                                                                                     Operations - Corporate
                                                                                     Finance               
</TABLE>
<PAGE>   88
                                   ANNEXURE A

                                DRAWDOWN NOTICE

To:         BT Management Services Pty Limited

              COMWELD GROUP PTY LIMITED - DRAWDOWN NOTICE NO. [*]

We refer to the Syndicated Credit Agreement dated 3 August 1989 and amended and
restated on [*] 1996 (the CREDIT AGREEMENT).

Under Clause 6 of the Credit Agreement:

(1)         we give you irrevocable notice that we wish to draw under [Facility
            or Facilities] on [*] 19[*] (the DRAWDOWN DATE); [NOTE: DATE IS TO
            BE A BUSINESS DAY.]

(2)         the total principal amount to be drawn is [*];
            [NOTE: AMOUNT TO COMPLY WITH THE LIMITS IN CLAUSE 2 AND IN THE CASE
            OF THE LC FACILITY, CLAUSE 13.4.]

(3)         particulars of each Segment of each Facility are as follows:

            FACILITY    PRINCIPAL AMOUNT    FUNDING PERIOD

            [NOTE: AMOUNTS TO COMPLY WITH CLAUSE 7 AND LENGTH OF FUNDING PERIOD
            TO COMPLY WITH CLAUSE 9.]

(4)         we request that the proceeds be remitted to account number [*] at
            [*] [in the case of the [*] Facility, and to account number [*] at
            [*] in the case of the [*] Facility];

(5)         we represent and warrant on behalf of the Borrower, Thermadyne
            Australia and each Guarantor that:

            (a)       [(except as disclosed in paragraph (c)] the
                      representations and warranties in the Credit Agreement
                      are true as though they had been made at the date of this
                      Drawdown Notice and the Drawdown Date specified above in
                      respect of the facts and circumstances then subsisting;
                      [and]

            (b)       [(except as disclosed in paragraph (c)] no Designated
                      Event [or Potential Designated Event] is subsisting or
                      will result from the drawing; [and]

            [(c)      details of the exceptions to paragraphs (a) and (b) are
                      as follows: [*], and we [have taken/propose] the
                      following remedial action [*];]

            [NOTE: INCLUSION OF A STATEMENT UNDER PARAGRAPH (C) WILL NOT
            PREJUDICE THE CONDITIONS PRECEDENT IN THE AGREEMENT]
<PAGE>   89
                                                                          Page 2


**[(6)                details of the Beneficiary and the Secured Financing with
                      respect to the Segment[s] of the LC Facility are as
                      follows:

                           Beneficiary:                                   
                                       ----------------------------------------
                           Nature of Secured Financing:                   
                                                        -----------------------
                           Maturity:                                      
                                       ----------------------------------------
                           Amount:                                        
                                       ----------------------------------------

***[(7)     we request that you prepare, complete and sign the Bills to be
            comprised in [each/the] Segment of the Bill Facility on our behalf
            under Clause [*].]

Definitions in the Credit Agreement apply when used in this Drawdown Notice.

On behalf of
COMWELD GROUP PTY LIMITED

By:                                              [Authorised Officer]


DATED                                                 19[*]              


NOTE:

**          USE IN LC FACILITY.

***         USE IN BILL FACILITY.


<PAGE>   90

                                   ANNEXURE B

                                SELECTION NOTICE

To:         BT Management Services Pty Limited

              COMWELD GROUP PTY LIMITED - SELECTION NOTICE NO. [*]

We refer to the Syndicated Credit Agreement dated 3 August 1989 and amended and
restated on [*] 1996 (the CREDIT AGREEMENT).

Under Clause 8 of the Credit Agreement:

(1)         we give you irrevocable notice that we wish to draw or continue [a
            Segment/Segments] under [Facility or Facilities] on [*] 19[*] (the
            SELECTION DATE) [as a switch [in the case of [*] Facility] from [*]
            Facility]; [NOTE: THE SELECTION DATE IS TO BE A BUSINESS DAY.]

(2)         particulars of [each/the] Segment [of each Facility] requested are
            as follows:

            FACILITY      PRINCIPAL AMOUNT     FUNDING PERIOD

            [*] Facility      $[*]
            [*] Facility      $[*]                  [*]];
            [NOTE: AMOUNTS TO COMPLY WITH CLAUSE 7 AND LENGTH OF FUNDING PERIOD
            TO COMPLY WITH CLAUSE 9.]

(3)         we request that the proceeds be remitted to account number [*] at
            [*] [in the case of the [*] Facility, and to account number [*] at
            [*] in the case of the [*] Facility];]
            [NOTE: TO BE COMPLETED ONLY IF FUNDS NOT REQUIRED IN PAYMENT OF
            AMOUNT DUE UNDER TRANSACTION DOCUMENTS.]

(4)         we represent and warrant on behalf of the Borrower, Thermadyne
            Australia and each Guarantor that:

            (a)       [(except as disclosed in paragraph (c)] the
                      representations and warranties in the Credit Agreement
                      are true as though they had been made at the date of this
                      Selection Notice and the Selection Date specified above
                      in respect of the facts and circumstances then
                      subsisting; [and]

            (b)       [except as disclosed in paragraph (c)] no Designated
                      Event [or Potential Designated Event] is subsisting or
                      will result from the drawing or continuation of the
                      [Segment/Segments]; [and]

            [(c)      details of the exceptions to paragraphs (a) and (b) are
                      as follows;

                      ([*]; and)

                      (we [have taken/propose] the following remedial action:)

                      ([*]; [and])
<PAGE>   91
                                                                          Page 2

*[(5)       details of the relevant Beneficiary and the Secured Financing with
            respect to the Segment of the LC Facility are as follows:

                           Beneficiary:                                   
                                       ----------------------------------------
                           Nature of Secured Financing:                   
                                                        -----------------------
                           Maturity:                                      
                                       ----------------------------------------
                           Amount:                                        
                                       ----------------------------------------

**[(6)      we request that you prepare, complete and sign the Bills to be
            comprised in [each/the] Segment [of the Bill Facility on our behalf
            under Clause [*] ].]

Definitions in the Credit Agreement apply in this Selection Notice.

On behalf of
COMWELD GROUP PTY LIMITED

By:                                              [Authorised Officer]


DATED                                                 19[*]              

     
NOTE:   *  USE IN LC FACILITY.
        ** USE IN BILL FACILITY.

<PAGE>   92
                                   ANNEXURE C

                         LETTER OF CREDIT AUTHORIZATION
                                (Clause 13.1(c))

                         [FACSIMILE TRANSMISSION/TELEX]

To:         BT Management Services Pty Limited
            [ADDRESS]

Attention:

Fax No:
Telex No:

                           COMWELD GROUP PTY LIMITED

                          SYNDICATED CREDIT AGREEMENT

We refer to your [facsimile/telex] dated [*] notifying us that Comweld Group
Pty Limited has requested a Segment of the LC Facility pursuant to a
[Drawdown/Selection] Notice dated [*].

In accordance with Clause [13].1(c) of the Credit Agreement, we authorize you
as Agent to execute and issue on or after the Accommodation Date specified in
that Notice a Letter of Credit in Australian Dollars for our Share of the face
amount requested by the Borrower.


-------------------------------------------
On behalf of [Lender]
Authorized Officer
<PAGE>   93

                                   ANNEXURE D

                            FORM OF LETTER OF CREDIT

[DATE]

TO:         [NAME AND ADDRESS OF BENEFICIARY]

Dear Sirs

The Banks listed in the Schedule (the Banks) have pleasure in detailing the
particulars of a several Letter of Credit issued in your favour.

                   ----------------------------------------
             IRREVOCABLE SEVERAL STANDBY LETTER OF CREDIT NO. [*]
                          DATED                    199[*]
                   ----------------------------------------

ON ACCOUNT OF:            Comweld Group Pty Limited (the BORROWER)

BENEFICIARY:              [*] (the BENEFICIARY)

TOTAL AMOUNT:             Total maximum limit of liability A$[*] (divided
                          between the Banks in the shares (the SHARES) listed
                          in the Schedule).

EXPIRY DATE:              [*] 19[*]

AVAILABLE AT:             [NAME OF AGENT] (the AGENT), [ADDRESS]

BY DRAFTS ON:             Each of the Banks in the proportions of their
                          respective Shares.

PAYABLE AT:               Sight.

ENFACED:                  "Drawn under (NAME OF ISSUER] Several Standby Letter
                          of Credit No. [*] dated [*] 19[*]"

RETURNABLE TO:            The Agent, [ADDRESS].

ISSUED IN                 Details of SECURED FINANCING] (the SECURED
CONNECTION WITH:          FINANCING)

Drafts drawn under this Letter of Credit must be payable to the credit of an
account in the name of the Beneficiary, must be delivered to the Agent at the
address at which this Letter of Credit is expressed to be available at or
before 3 pm ([insert place of Agent] time) on the expiry date specified above
and must be accompanied by a declaration stating that:

(a)         the declarants are two officers of the Beneficiary, making the
            declaration on behalf of the Beneficiary;

(b)         the declarants have authority to make the declaration on behalf of
            the Beneficiary;

<PAGE>   94
                                                                          Page 2

(c)         the declaration is made under Letter of Credit No. [*];

(d)         the amount claimed is not more than the maximum amount available
            under that Letter of Credit;

(e)         the amount claimed represents an amount or amounts remaining unpaid
            to the Beneficiary in respect of the Secured Financing in
            accordance with arrangements made between the Beneficiary and the
            Borrower; and

(f)         demand for payment of that amount has been made by the Beneficiary
            on the Borrower and that demand remains unsatisfied.

The amount of this Letter of Credit will automatically reduce by the amount of
all drawings under it.

There is no responsibility on the Agent or the Banks to investigate the
authenticity of the declarations or the declarants' capacity or entitlement to
make the declaration.

Each Bank severally engages with the Beneficiary that drafts drawn on it in
compliance with this Letter of Credit in respect of its Share will be paid by
that Bank on presentation of the draft to the Agent.

The Agent is not responsible for the performance of any other Bank. No Bank is
responsible for the performance of any other Bank or the Agent.

This Letter of Credit is subject to the Uniform Customs and Practice for
Documentary Credits (1993 Revision) International Chamber of Commerce
Publication No. 500.

On behalf of [NAME OF AGENT] as Agent for the Banks:

-------------------------                             ------------------------- 
Authorised Signatory                                    Authorised Signatory

                                    SCHEDULE

       THE BANKS                                               SHARES - %

<PAGE>   95
                                   ANNEXURE E
                             FINANCIAL INDEBTEDNESS
                                (CLAUSE 19.1(T))

1.          Debt of Borrower under the International Trade Enhancement Scheme
            in an aggregate principal amount of A$463,500.

2.          Debt of Borrower's Philippine Subsidiary, Philippine Welding
            Equipment, Inc., to certain Philippine banks in an aggregate
            principal amount of A$1,961,733.17.
<PAGE>   96
                                   ANNEXURE F

                            SUBSTITUTION CERTIFICATE

                         for a Participation of [A]$[*]

relating to the Syndicated Credit Agreement (the CREDIT AGREEMENT) dated 3
August 1989 and amended and restated on [*] 1996 between Comweld Group Pty
Limited as Borrower, Thermadyne Australia Pty Limited, the Guarantors named in
the Facility Agreement, the Lenders named in the Credit Agreement and BT
Management Services Pty Limited as Agent between:

1.          [NAME] (the SUBSTITUTE UNDER);

2.          [NAME] (the RETIRING UNDER); and

3.          [*] (the AGENT) for itself and on behalf of the other parties to
            the Credit Agreement.

IT IS AGREED as follows.

1.          DEFINITIONS

1.1         In this Certificate terms defined in the Credit Agreement have the
            same meanings and the following terms shall have the following
            meanings unless the context otherwise requires.

            Substituted Participation means the Commitment of the Retiring
            Lender [and the participation in the Principal Outstanding drawn
            under that Commitment] [in respect of the following Segments:]
            [NOTE: TO BE INSERTED IF ONLY PART OF PARTICIPATION IS BEING
            SUBSTITUTED.]

            DATE         FACILITY         FUNDING PERIOD          AMOUNT OF
                                                                PARTICIPATION

            amounting to principal amount of $[*].

            SUBSTITUTION DATE means the date of countersignature of this
            Certificate by the Agent [or [*] whichever is the later]. [NOTE:
            INSERT ANY OTHER DATE OR DATES AS APPROPRIATE.]

1.2         Clause 1.2 of the Credit Agreement applies to this Certificate.

2.          SUBSTITUTION

2.1         RELEASE OF RETIRING LENDER

            The Retiring Lender will cease to have its rights and obligations
            as a Lender under the Transaction Documents [relating to the
            Substituted Participation] [NOTE: INSERT IF ONLY PART OF COMMITMENT
            ASSUMED.] with effect from and including the Substitution Date. It
            will remain entitled to and bound by rights and obligations which
            accrue up to the Substitution Date.

2.2         ASSUMPTION BY SUBSTITUTE LENDER

            With effect from and including the Substitution Date:
<PAGE>   97
                                                                          Page 2

            (a)       the Substitute Lender and each of the parties to the
                      Credit Agreement] will assume obligations towards each
                      other and acquire rights against each other which are
                      identical to the rights and obligations which cease under
                      Clause 2.1, except to the extent the obligations so
                      assumed and rights so acquired relate to the identity of
                      or location of the Substitute Lender and not to the
                      identity of or location of the retiring Lender; and

            (b)       the Substitute Lender will be taken to be a party to the
                      Credit Agreement as a Lender with a Commitment [and
                      participation in the Principal Outstanding] equal to the
                      Substituted Participation.

3.          INDEPENDENT ASSESSMENT BY SUBSTITUTE LENDER

            Without limiting the generality of Clause 2 the Substitute Lender
            agrees as specified in Clause [34.5] (EXONERATION) and [34.12]
            (INDEPENDENT INVESTIGATION OF CREDIT) of the Credit Agreement.
            Those clauses apply (subject to any agreement to the contrary) as
            if references to the Agent included the Retiring Lender. This
            certificate is a Transaction Document for the purposes of the
            Credit Agreement.

4.          PAYMENTS

            From and including the Substitution Date the Agent shall make all
            payments due under the Transaction Documents in relation to the
            Substituted Participation to the Substitute Lender. The Retiring
            Lender and the Substitute Lender shall make directly between
            themselves the payments and adjustments which they agree with
            respect to accrued interest, fees, costs and other amounts
            attributable to the Substituted Participation before the
            Substitution Date.

5.          OUTSTANDING BILLS

            (a)       For the purpose of the Credit Agreement the Substitute
                      Lender will be taken to have accepted any outstanding
                      Bills accepted by the Retiring Lender included in the
                      Substituted Participation. The Substitute Lender shall
                      indemnify unconditionally the Retiring Lender against any
                      liability of the Retiring Lender as acceptor of the
                      Bills.

            (b)       The indemnity of the Borrower under Clause [15.8] of the
                      Credit Agreement extends to any liability of the
                      Substitute Lender under this clause.

6.          LETTERS OF CREDIT

            (a)       For the purpose of the Credit Agreement any outstanding
                      several Letters of Credit issued for the account of the
                      Retiring Lender included in the Substituted Participation
                      will be taken to have been issued for the account of the
                      Substitute Lender in the place of the Retiring Lender.
                      The Substitute Lender accordingly shall indemnify
                      unconditionally the Retiring Lender against any liability
                      of the Retiring Lender as issuer of the Letters of
                      Credit.

            (b)       The indemnity of the Borrower under Clause [13.9] of the
                      Credit Agreement extends to any liability of the
                      Substitute Lender under this clause.

7.          WARRANTY

            The Retiring Lender and the Substitute Lender jointly and severally
            represent and warrant to the other parties that Clause [34.2(b)] of
            the Credit Agreement has been complied with in relation to the
            Substitute Lender.
<PAGE>   98
                                                                          Page 3

8.          NOTICES

            For the purpose of the Credit Agreement, the Lending Office and
            address for correspondence of the Substitute Lender is the address
            set out below.

[9.         REGISTRATION FEE

            A registration fee of [*]$[*] is payable to the Agent on delivery
            of this Certificate to the Agent.]

10.         LAW

            This Certificate is governed by the laws of [*].

Signed by the authorized representatives of the parties [in the Australian
Capital Territory/[insert place outside of Australia]]. [NOTE: BE CAREFUL ABOUT
DELETING THESE WORDS AS THEY ARE DESIGNED TO ENSURE THAT THE SUBSTITUTION
CERTIFICATE IS NOT SIGNED IN A PLACE WHERE IT WILL BE A DUTIABLE INSTRUMENT.]

THE RETIRING LENDER

[NAME]

by:
   --------------------------------
THE SUBSTITUTE LENDER

[NAME]

by:
   --------------------------------

Lending Office [and address for correspondence]:

[Telex No.]

[Address for correspondence:] [NOTE: IF DIFFERENT FROM LENDING OFFICE]

Countersigned by an authorized representative of the Agent for itself and for
the other parties to the Credit Agreement.

THE AGENT

[NAME]

by: ___________________________________

DATED       19[*]
<PAGE>   99
                                   ANNEXURE G

                               EXECUTIVE CONTRACT

                                (CLAUSE 20.1(S))
<PAGE>   100
                              EMPLOYMENT AGREEMENT

            This employment agreement ("this Agreement") is made and entered 
into as of January ___, 1996 by and between Comweld Group Pty Ltd., a 
corporation organized under the laws of the State of Victoria (ACN 007226815) 
("Employer"), and Dennis Klanjscek ("Employee").

                                R E C I T A L S:

            A.        Employer has determined that it would be in Employer's
best interests to retain the services of Employee upon the terms set forth
herein; and

            B.        Employee desires to be employed by Employer and to
appropriately memorialize the terms and conditions of such employment.

            Employee and Employer hereby agree as follows:

            1.        Basic Employment Provisions.

                      (a)       Employment and Term.  Employer hereby agrees to
            employ Employee ("the Employment") as Managing Director ("the
            Position") and Employee agrees to be employed by Employer in such
            Position for a period ending on the _______ day of January, 1998
            ("the Termination Date"), unless terminated earlier as provided
            herein ("the Employment Period").

                      (b)       Duties. During the Employment Period, Employee
            shall be subject to the direction and supervision of his immediate
            supervisor and shall have those duties and responsibilities which
            are assigned to Employee during the Employment Period by such
            supervisor consistent with the Position.  During the Employment
            Period, the parties expressly acknowledge and agree that Employee
            shall devote all of Employee's business time and attention to the
            transaction of Employer's businesses as is reasonably necessary to
            discharge Employee's responsibilities hereunder. Employee agrees to
            perform faithfully the duties assigned to the best of Employee's
            ability.

            2.        Compensation.

                      (a)       Salary.  During the Employment Period, Employer
            shall pay to Employee an annual salary of Three Hundred Thirty-Five
            Thousand Australian Dollars (A$335,000) ("the Base Salary"). The
            Base Salary shall accrue and be payable to Employee in accordance
            with the payroll practices of Employer in effect from time to time
            but no less frequently than monthly. All such payments shall be
            subject to deduction and withholding authorized or required by
            applicable law.
<PAGE>   101
                      (b)       Fringe Benefits.  During the Employment Period,
            the Employee shall be entitled to participate in such retirement
            and other benefit plans and programs which are available to
            executive level employees of Employer who are similarly situated,
            subject to Employer's policies with respect to all of such
            retirement and other plans and programs; provided however, that
            except as expressly set forth herein, Employer shall not be
            obligated to institute or maintain any particular retirement or
            other plan or program or any aspect thereof.

            3.        Termination.

                      (a)       Death or Disability.  The Employment of
            Employee under this Agreement shall terminate automatically upon
            the death or total disability of Employee. For purposes of this
            Agreement, "total disability" shall be deemed to have occurred if
            Employee shall have been unable to perform the assigned duties due
            to mental or physical incapacity for a period of time designated by
            Employer in accordance with Employer's policy concerning
            disability.

                      (b)       Cause. Employer may terminate the Employment of
            Employee under this Agreement for Cause.  For purposes of this
            Agreement, "Cause" shall be deemed to be fraud, dishonesty,
            competition with Employer, unauthorized use of any of Employer's
            trade secrets or Confidential Information (as hereinafter defined)
            or repeated failure to properly perform the duties assigned to
            Employee, in the reasonable judgment of Employer.

                      (c)       Without Cause. Employer may terminate the
            Employment of Employee under this Agreement without Cause at any
            time, subject to the continuing rights of Employee pursuant to
            Section 4(c) below.

                      (d)       Termination by Employee. Employee may terminate
            this agreement at any time upon fourteen (14) days written notice
            to Employer.

            4.        Compensation Upon Termination.

                      (a)       Death or Disability.  If the Employment of
            Employee under this Agreement 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's estate, heirs, beneficiaries or legal
            guardian, as applicable, shall be entitled, in addition to any
            other benefits specifically provided to them or Employee under any
            benefit plan, to receive Employee's then current Base Salary until
            the Termination Date.

                      (b)       Termination for Cause or Voluntary Termination
            by Employee. If the Employment of Employee under this Agreement is
            terminated for Cause pursuant to the provisions of Section 3(b)
            above or if Employee voluntarily terminates his Employment under
            this Agreement pursuant to the provisions of


                                     -2-
<PAGE>   102
            Section 3(d) above, no further compensation shall be paid to
            Employee after the date of such termination.

                      (c)       Termination Without Cause. If the Employment of
            Employee under this Agreement is terminated pursuant to Section
            3(c) above, Employee shall not be entitled to continue to receive
            any of the benefits under Sections 2(b) through (e) above, but
            shall be entitled to receive from Employer the greater of (i) the
            Base Salary and (ii) an amount equal to the product of (x) two
            divide by 52 multiplied by (y) the Base Salary and multiplied by
            (c) the number of complete years Employee had been employed on a
            full-time basis by Employer prior to such termination, such amount
            to be paid in substantially equal installments over a period of one
            year from the date of termination and in accordance with the
            payroll practices of Employer.

            5.        Confidential Information.

                      (a)       Non-Disclosure.  During the Employment Period
            or at any time thereafter, irrespective of the time, manner or
            cause of the terminatIon of this Agreement, Employee will not
            directly or indirectly reveal, divulge, disclose or communicate to
            any person or entity, other than authorized officers, directors and
            employees of Employer, in any manner whatsoever, any Confidential
            Information (as hereinafter defined) of Employer without Employer's
            prior written consent.

                      (b)       Definition.  As used herein, "Confidential
            Information" means information disclosed to or known by Employee as
            a direct or indirect consequence of or through the Employment
            pertaining to Employer or its respective businesses, products and
            practices which information is not generally known to the public;
            provided, however, Confidential Information shall not include under
            any circumstances any information with respect to the foregoing
            matters which is (i) available to the public from a source other
            than Employee or persons who are under similar obligations of
            confidentiality to Employer or its affiliates, (ii) obtained by
            Employee from a third party not under a similar obligation of
            confidentiality to Employer or its affiliates, (iii) required to be
            disclosed by any court process or any government or agency or
            department of any government, or (iv) the subject of a written
            waiver executed by Employer for the benefit of Employee.

                      (c)       Return of Property.  Upon termination of the
            Employment, Employee will surrender to Employer all Confidential
            Information, including without limitation, all lists, charts,
            schedules, reports, financial statements, books and records of
            Employer, and all copies thereof, and all other tangible property
            belonging to Employer.

            6.        Invalid Provisions. If any provision of this Agreement is
held to be illegal, invalid or unenforceable under present or future laws, such
provision shall be fully



                                     -3-
<PAGE>   103
severable, and this Agreement shall be construed and enforced as if such
illegal, invalid or unenforceable provision had never comprised a part of this
Agreement; the remaining provisions of this Agreement shall remain in full
force and effect and shall not be affected by the illegal, invalid or
Unenforceable provision or by its severance from this Agreement. In lieu of
each such illegal, invalid or unenforceable provision, there shall be added
automatically as part of this Agreement a provision as similar in terms to such
illegal, invalId or unenforceable provision as may be possible ad be legal,
valid and enforceable.

            7.        Entire Agreement: Amendments.  This Agreement contains
the entire agreement of Employer and Employee with respect to the subject
matter hereof and supersedes all prior agreements and understandings, if any,
relating to the subject matter hereof.  This Agreement may be amended in whole
or in part only by an instrument in writing setting forth the particulars of
such amendment and duly executed by an executive officer of Employer and by
Employee.

            8.        Waiver. No delay or omission by and party hereto to
exercise any right or power hereunder shall impair such right or power or be
construed as a waiver thereof. A waiver by either party hereto of any of the
covenants to be performed by the other party or any breach thereof shall not be
construed to be a waiver of any succeeding breach thereof or of any other
covenant herein contained.  Except as otherwise expressly set forth herein; all
remedies provided for in this Agreement shall be cumulative and in addition to
and not in lieu of any other remedies available to either party at law, in
equity or otherwise.

            9.        Counterparts. This Agreement may be executed in multiple
counterparts, each of which shall constitute an original, and all of which
together shall constitute one and the same agreement.

            10.       Governing Law, This Agreement shall be construed and
enforced according to the laws of the State of Victoria.

            IN WITNESS WHEREOF, the parties hereto have executed and
delivered this Agreement as of the date first above written.

EMPLOYER:                                      EMPLOYEE:

COMWELD GROUP PTY LTD
(ACN 007226815)

By
   --------------------------------            --------------------------------
                                               Dennis Klanjscek
Its                                
   --------------------------------








                                     -4-
<PAGE>   104
                                                                      _________ 
                                                                     |         |
                                                                     | ANNEX A |
                                                                     |_________|
                                                         


                               _________        
                              |         | 
                              | CIGWELD | 
                              |_________| 
<TABLE>
<CAPTION>
================================================================================
 NAME                                    BONUS                    STOCK
                                      OPPORTUNITY                 OPTION
                                       PROPOSAL                 PROPOSALS
--------------------------------------------------------------------------------
 <S>                                     <C>                      <C>
 Dennis Klanjscek                         50%                     15,000
 Kingsley Ediriweera                      25%                      7,500
 George Aitken                            15%                      1,000
 Stanley Gormley                          15%                      1,000
 Martin Quinn                             25%                      3,000
 John Wilson                              25%                      3,000
 Robert Kilcullen                         25%                      3,000
 Ross Pilling                             25%                      1,000
 Robert Wiseman                           25%                      1,000
                        TOTAL                                     35,500
================================================================================
</TABLE>