Exhibit 10.12


 


AMENDED AND RESTATED
EXECUTIVE EMPLOYMENT AGREEMENT


 


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


 


RECITALS


 


A.            Employers
commenced voluntary cases under chapter 11 of title 11 of the United States
Code (the “Bankruptcy Code”) on November 19, 2001 (the “Petition
Date”) in the United States Bankruptcy Court for the Eastern Division of
the Eastern District of Missouri (the “Bankruptcy Court”).


 


B.            On
March 13, 2002, Employers filed with the Bankruptcy Court a Motion Pursuant
to Sections 105(a), 363(b)(1), and 365 of the Bankruptcy Code for an Order Approving the Adoption of a Key Employee
Retention Program and the Assumption of
Employment Agreements (the “Motion”). On May 13, 2002, Employers filed with the Bankruptcy Court a
Supplemental Motion for Order Approving the Adoption of Modified Key
Employee Retention Program (the “Supplemental
Motion”). On May 28, 2002, Employers filed with the Bankruptcy Court a Joint Stipulation by and between
Employers and the Official Creditors’
Committee Approving Employers Supplemental Motion for Order Approving Adoption of Modified Key Employee Retention
Program, as Amended, was filed (the “Joint Stipulation”).


 


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


 


D.            Certain
of Employers and Employee are parties to (i) the Executive Employment
Agreement dated May 22, 1998, (ii) the Supplement to Executive
Employment Agreement dated June 8, 2000, and (iii) the Second
Supplement to Executive Employment Agreement dated August 16,2001 (collectively, the “Prior
Employment Agreements”).


 


E.             Pursuant
to Section 365 of the Bankruptcy Code and the Joint Stipulation, Employers
desire to assume the Prior Employment Agreements subject to the amendments
thereto that were approved by the Bankruptcy Court pursuant to the Order and
that are set forth in this Agreement.


 


F.             This
Agreement amends, restates and supersedes the Prior Employment Agreements
in their entirety.


 





















 


NOW THEREFORE, for
and in consideration of the
foregoing recitals, and in
consideration of the mutual covenants, agreements, understandings,
undertakings, representations, warranties
and promises hereinafter set forth, and
intending to be legally bound
thereby, Employers and Employee do
hereby covenant and agree as follows:


 


SECTION 1.  Basic Employment Provisions.


 


(a)           Employment and Term.  Employers hereby employ
Employee (hereinafter referred to as the “Employment”) as Executive Vice
President of Thermadyne Canada, Thermadyne de Mexico, Thermadyne Victor, Victor
de Mexico, Victor Equipment Company, and Employee agrees to be employed by
Employers in such capacity, all on the terms and conditions set forth herein. The Employment
shall be for a period (the “Employment Period”) that will (i) commence
on May 22, 1998 (the “Effective Date”) and continue for at least
two years thereafter (unless earlier terminated as provided herein) and (ii) renew
on each anniversary of the Effective Date for a two-year period, on the same
terms and conditions contained herein (unless earlier terminated as provided
herein or Employee is timely provided a notice of non-renewal as provided
herein), such that the Employment Period shall extend for a period of two years
from the date of each such extension. The Employers must provide Employee with
written notice not less than 60 days in advance of the applicable anniversary
of the Effective Date in order to avoid renewal of the Employment Period on
such anniversary as described above. Notice shall be deemed given on the date
it is received by the Employee.


 


(b)           Duties.  Employee shall be
subject to the direction and supervision of the Board of Directors of Holdings
(the “Board”) and, as the Executive Vice President of Thermadyne Canada,
Thermadyne de Mexico, Thermadyne Victor, Victor de Mexico and Victor Equipment
Company, shall have those duties and responsibilities which are assigned to him
during the Employment Period by the Board consistent with his positions,
provided that the Board shall not assign any greater duties or responsibilities
to the Employee than are necessary to the Employee’s faithful and adequate
supervision of the overall management and business of the Employers. The Board
shall not take any action which results in a diminution of Employee’s position,
authority, duties or responsibilities as of the date hereof. The parties
expressly acknowledge that the Employee shall devote all of his business time
and attention to the transaction of the Employer’s businesses as is reasonably
necessary to discharge his supervisory management responsibilities hereunder.
Employee agrees to perform faithfully the duties assigned to him to the best of
his ability.


 


Section 2.  Compensation.


 


(a)           Salary.  Employers shall pay to
Employee during the Employment Period a salary as basic compensation for the
services to be rendered by Employee hereunder. The initial amount of such
salary shall be $226,065 per
annum. Such salary shall be reviewed no less frequently than annually by the
Board and may be increased upon the approval of the Board in its sole
discretion. Such salary shall accrue and be payable in accordance with the
payroll practices of Employers subsidiary or subsidiaries in effect from time
to time. All such payments shall be subject to deduction and withholding authorized
or required by applicable law.


 


2





















 


(b)           Bonus.  During the Employment
Period, Employee shall additionally participate in an annual bonus plan
providing for an annual bonus opportunity of not less than 60% of employee’s
annual salary in accordance with the terms set forth in Employers’ Management
Incentive Plan.


 


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


 


SECTION 3.  Termination.


 


(a)           Death or Disability.  Employment of Employee under this Agreement shall terminate
automatically upon the death or total disability of Employee. For the purpose
of this Agreement, “total disability” shall be deemed to have occurred if
Employee shall have been unable
to perform the duties of his
Employment due to mental or physical
incapacity for a period of six (6) consecutive months,


 


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


 


(c)           Without Cause.  Any
of the Employers, acting alone, may terminate the, Employment of Employee under
this Agreement without Cause.


 


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


 


(i)            receipt
of notice from the Employers that the Employment Period shall not be renewed as
described in Section 1(a) above;


 


(ii)           any
failure by the Employers to
comply with any of the
provisions of this Agreement, other than an isolated, insubstantial
and inadvertent failure not occurring
in bad faith and which is remedied by the Employers promptly after receipt of notice
thereof given by the Employee;


 


3





















 


(iii)          any
reduction in any form of compensation,
fringe benefit, deferred compensation plan or perquisite applicable to
the Employee immediately prior
to the date hereof, including any reduction in salary or any reduction in
bonus percentage to less than
the avenge of such bonus
percentage for the two fiscal
years immediately preceding the date hereof.


 


(iv)          the loss of any of the Employee’s titles
or positions in effect as of the
date hereof;


 


(v)           any
change in the position to which
the Employee reports or the positions that
report to the Employee as of the date hereof (reporting relationships);


 


(vi)          the
assignment to the Employee of any duties inconsistent in any respect with the
Employee’s position (including status, offices, titles and reporting
relationships), authority, duties or responsibilities as in effect as of the
date hereof, or any other action by the
Employers which results in a
diminution in such position, authority, duties or responsibilities excluding an
isolated, insubstantial and inadvertent
action not taken in bad faith and
which is remedied by the Employers promptly after receipt
of notice thereof given by the Employee;


 


(vii)         the
relocation of the Employee’s office location as assigned to him by the
Employers, to a location more than 25 miles from his office location as of the
date hereof;


 


(viii)        any
purported termination by the Employers of the Employee’s employment otherwise
than as expressly permitted by Section 3(b) of this Agreement;
and


 


(ix)           any
failure by the Employers to comply with
and satisfy the provisions of Section 6hereof, or failure by any successor (whether direct or
indirect, by purchase, merger,
consolidation or otherwise) to all or substantially
all of the business and/or
assets of the Employers to assume
expressly and agree to perform
this Agreement in the same manner and
to the same extent the Employers
would be required to perform it
if no such succession had taken place, provided, in either case, that the successor contemplated
by Section 6 hereof has received, at least 10 days prior to the giving of notice of constructive termination by the Employee, written notice from the
Employers or the Employee of the requirements of the provisions of Section 6
or of such failure.


 


For purposes of this Agreement any good faith determination of “Constructive Termination Without
Cause” made by the Employee shall be conclusive.


 


SECTION 4.  Compensation Following
Termination.


 


(a)           Death or Disability.  If
the Employment Period is terminated pursuant to the provisions of Section 3(a) above,
this Agreement shall terminate, and no further compensation shall be payable to Employee except that Employee or Employee’s
estate, heirs or beneficiaries,
as applicable, shall be entitled, in addition to any other
benefits to which Employee is or
may become entitled under any
benefit plan, to receive Employee’s then current basic compensation, 


 


4





















 


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


 


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


 


(c)           Termination Without Cause; Constructive Termination.  If the Employment Period is terminated
pursuant to Section 3(c) or 3(d) above, Employee shall be
entitled to continue to receive
from Emp1oyers his then current basic compensation hereunder, plus an amount in
lieu of bonus, which amount shall be determined as the average bonus received
by Employee under Section 2(b) hereof for the appropriate
period (prorated for partial portions thereof) for the previous 24 months, such
amount to continue to be paid in accordance with the payroll practices of
Employers for a period equal to 24 months and Employee shall further be
entitled during such period both to continue
to receive the benefits to which he would otherwise be entitled during the Employment
Period pursuant to Section 2(c) above and to reimbursement for
expenses incurred by Employee to own and maintain an automobile as contemplated
by Section 5 below. Such continuation of compensation, benefits and
automobile expenses shall continue for the period described above
notwithstanding any earlier death or reemployment of Employee.


 


SECTION 5.  Expense Reimbursement.  Upon the submission of properly documented
expense account reports, Employers shall reimburse Employee for all reasonable
business related travel and entertainment expenses incurred by Employee in the
course of his Employment with Employers and for expenses incurred by Employee
to own aid maintain an automobile.


 


SECTION 6.  Assignability;
Binding Nature.  This
Agreement shall be binding and inure to the benefit of the parties, and their
respective successors, heirs (in the case of Employee) and assigns. No
obligations of the Employers under this Agreement may be assigned or
transferred by the Employers except that such obligations shall be assigned or transferred (as described below)
pursuant to a merger or consolidation of Holdings in which Holdings is not the
continuing entity, or the sale or liquidation of all or substantially all of
the assets of the Employers, provided that the assignee or transferee is the surviving entity or successor to all or substantially all of the assets of
the Employers and such assignee or transferee assumes the liabilities,
obligations and duties of the Employers, as contained in this Agreement, either
contractually or as a matter of law. As used in this Agreement, the “Employers”
and “Holdings” shall mean the Employers and Holdings as hereinbefore defined,
respectively, and any successor to their business and/or assets as aforesaid
which assumes and agrees to perform this Agreement by operation of law, or
otherwise.


 


5





















 


SECTION 7.  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 the Employers, in any manner whatsoever, and
Confidential Information (as hereinafter defined) of Employers or any
subsidiary of Employers without the prior written consent of the Board.


 


(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 about Employers or any
subsidiary of Employers, or
their respective businesses, products
and practices which information is not generally known in the business in which Employers
or any subsidiary of Employers
is or may be engaged. 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, (ii) released
in writing by Employers to the public
or to persons who are not under a similar obligation of confidentiality to Employers and who are not parties
to this Agreement, (iii) obtained by Employee from a third party not under a similar obligation of confidentiality to Employers, (iv) required
to be disclosed by any court process or any government or
agency or department of any government, or (v) the subject of a written waiver executed by either Employers
for the benefit of Employee.


 


(c)           Return of Property.  Upon
termination of the Employment, Employee will surrender to Employers all
Confidential Information, including without limitation, all lists, charts,
schedules, reports, financial statements, books and records of the Employers or
any subsidiary of the Employers, and all copies thereof, and all other property
belonging to the Employers or any subsidiary of the Employers, provided
Employee shall be accorded reasonable access to such Confidential Information
subsequent to the Employment Period for any
proper purpose as determined in the reasonable judgment of any of the
Employers.


 


SECTION 8.  Agreement
Not to Solicit Employees.  Employee agrees that, for a period of
two (2) years following the termination of the Employment Period, other
than by Employers without Cause or as a result of the total disability of
Employee or by Employee as a constructive termination, and only by reason of
voluntary termination or termination for Cause, neither he nor any affiliate
shall, on behalf of any business engaged in a business competitive with
Employers or any subsidiary of Employers, solicit or induce, or in any manner
attempt to solicit or induce any person employed by, or any agent of, either of
Employers or any subsidiary of Employers to terminate his employment or agency,
as the case may be, with either of Employers or such subsidiary; provided that
such limitations shall not apply if the contact with the Employee or consultant
is initiated by a third party on a “blind basis” such as through a head hunter.


 


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


 


6





















 


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


 


SECTION 11.  Notices.  All Notices required or permitted to be given
hereunder shall be in writing and shall be deemed delivered, whether or not
actually received, two days after deposited in the United States mail, postage
prepaid, registered or certified mail, return receipt requested, addressed to
the party to whom notice is being given at
the specified address or at such
other address as such party may designate by notice:


 


	
  Employers:

  	
   

  	
  Thermadyne Holdings Corporation

  
	
   

  	
   

  	
  Attn: Chief Executive Officer

  
	
   

  	
   

  	
  101 South Hanley Road, Suite 600

  
	
   

  	
   

  	
  St. Louis, MO 63105

  
	
   

  	
   

  	
  Fax: 314-746-2374

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  and

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Thermadyne Holdings Corporation

  
	
   

  	
   

  	
  Attn: General Counsel

  
	
   

  	
   

  	
  101 South Hanley Read, Suite 600

  
	
   

  	
   

  	
  St. Louis, MO 63105

  
	
   

  	
   

  	
  Fax: 314-746-2327

  
	
   

  	
   

  	
   

  
	
  Employee:

  	
   

  	
  c/o Thermadyne Holdings Corporation

  
	
   

  	
   

  	
  101 South Hanley Road, Suite 600

  
	
   

  	
   

  	
  St. Louis, Missouri 63105

  



 


SECTION 12.  Invalid Provisions.  If any provision of this Agreement is held to be illegal, invalid or unenforceable under present or future laws, such provisions shall be fully severable, and this 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 for 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 and be legal, valid and enforceable.


 


SECTION 13.  Amendments.
 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 officer of Employers and
by Employee.


 


SECTION 14.  Waiver.  No delay or omission
by any party hereto to exercise any right or power hereunder shall impair such
right or power to be construed as a waiver
thereof A waiver by any of the parties
hereto of any of the covenants to be performed by any 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 


 


7





















 


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


 


SECTION 15.  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.


 


SECTION 16.  Governing Law.  This Agreement shall be construed and
enforced according to the laws of the
State of Missouri.


 


SECTION 17.  Payment Upon
Death of Employee.  In the event of the death of Employee
during the term hereof, any unpaid payments due either prior to Employee’s
death or after Employee’s death shall be payable as designated by Employee in
writing to Employers. In the event of the death of all such persons so
designated by Employee, either prior to the death of the Employee or during any
time when payments are due as provided herein, or in the event Employee fails
to so designate, or withdraws all such designations, said payments thereafter
shall be made to the Employee or the Employee’s estate.


 


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


 


SECTION 19.  Jointly and
Severally Liable.  Each of the Employers that have signed
below is a party to this Agreement and is jointly and severally liable for the
obligations of Employers set forth in this Agreement.


 


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


 


(a)           Assumption
of the Prior Agreements and execution of this Agreement shall in no manner be
deemed to be a commitment by Employers to continue the Employment of Employee
on or after the effective date of any chapter 11 plan of reorganization of any Employer, subject to the Employee’s right to compensation
following termination set forth
in Section 4; and


 


(b)           Employee irrevocably waives all
rights, if any, to claim that Employee’s employment under the Prior
Employment Agreements was terminated, constructively or otherwise, prior to the date
hereof; and


 


(c)           Employee
agrees that all claims, if any, against the Employers which arose prior to the
Petition Date are hereby deemed to be satisfied and Employee irrevocably waives
all rights, if any, to such claims; provided,  however, this Section 19(c) shall
not apply to claims for unpaid amounts of incidental benefits such as
reimbursement for out-of-pocket expenses for travel and entertainment, or for
health or dental benefits, vacation pay, automobile expenses and the like.


 


[THE
REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]


 


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


 


	
   

  	
  EMPLOYEE:

  
	
   

  	
   

  
	
   

  	
            \s\
  James R. Delaney

  	
   

  
	
   

  	
  James R. Delaney

  
	
   

  	
   

  
	
   

  	
  EMPLOYERS:

  
	
   

  	
   

  
	
   

  	
  Thermadyne Holdings Corporation

  
	
   

  	
   

  
	
   

  	
  By:

  	
  \s\ James H. Tate

  	
   

  
	
   

  	
   

  	
  James H. Tate

  
	
   

  	
  Title:

  	
  Senior Vice President & CFO

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Thermadyne Mfg. LLC

  
	
   

  	
   

  
	
   

  	
  By:

  	
  \s\ James H. Tate

  	
   

  
	
   

  	
   

  	
  James H. Tate

  	
   

  
	
   

  	
  Title:

  	
  Senior Vice President & CFO

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Thermadyne
  Industries, Inc.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  \s\ James H. Tate

  	
   

  
	
   

  	
   

  	
  James H. Tate

  
	
   

  	
  Title:

  	
  Senior Vice President & CFO

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Thermadyne Capital Corp.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  \s\ James H. Tate

  	
   

  
	
   

  	
   

  	
  James H. Tate

  	
   

  
	
   

  	
  Title:

  	
  Senior Vice President & CFO

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Victor Equipment Company

  
	
   

  	
   

  
	
   

  	
  By:

  	
  \s\ James H. Tate

  	
   

  
	
   

  	
   

  	
  James H. Tate

  	
   

  
	
   

  	
  Title:

  	
  Senior Vice President & CFO

  
					



 


9





















 


	
   

  	
  Thermal International Corp.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  \s\ James H. Tate

  	
   

  
	
   

  	
   

  	
  James H. Tate

  	
   

  
	
   

  	
  Title:

  	
  Senior Vice President & CFO

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Victor Gas Systems, Inc.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  \s\ James H. Tate

  	
   

  
	
   

  	
   

  	
  James H. Tate

  	
   

  
	
   

  	
  Title:

  	
  Senior Vice President & CFO

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Tweco Products, Inc.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  \s\ James H. Tate

  	
   

  
	
   

  	
   

  	
  James H. Tate

  	
   

  
	
   

  	
  Title:

  	
  Senior Vice President & CFO

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Thermal Dynamics Corp.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  \s\ James H. Tate

  	
   

  
	
   

  	
   

  	
  James H. Tate

  	
   

  
	
   

  	
  Title:

  	
  Senior Vice President & CFO

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Stoody Company

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  \s\ James H. Tate

  	
   

  
	
   

  	
   

  	
  James H. Tate

  	
   

  
	
   

  	
  Title:

  	
  Senior Vice President & CFO

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Thermal Arc, Inc.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  \s\ James H. Tate

  	
   

  
	
   

  	
   

  	
  James H. Tate

  	
   

  
	
   

  	
  Title:

  	
  Senior Vice President & CFO

  



 


10





















 


	
   

  	
  C&G Systems
  Holding, Inc.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  \s\ James H. Tate

  	
   

  
	
   

  	
   

  	
  James H. Tate

  	
   

  
	
   

  	
  Title:

  	
  Senior Vice President & CFO

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  C&G Systems, Inc.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  \s\ James H. Tate

  	
   

  
	
   

  	
   

  	
  James H. Tate

  	
   

  
	
   

  	
  Title:

  	
  Senior Vice President & CFO

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Thermadyne Italia, Srl.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  \s\ James H. Tate

  	
   

  
	
   

  	
   

  	
  James H. Tate

  	
   

  
	
   

  	
  Title:

  	
  Senior Vice President & CFO

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Thermadyne Australia Pty Ltd.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  \s\ James H. Tate

  	
   

  
	
   

  	
   

  	
  James H. Tate

  	
   

  
	
   

  	
  Title:

  	
  Senior Vice President & CFO

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Thermadyne Asia/Pacific Pte
  Ltd.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  \s\ James H. Tate

  	
   

  
	
   

  	
   

  	
  James H. Tate

  	
   

  
	
   

  	
  Title:

  	
  Senior Vice President & CFO

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Thermadyne Japan, Ltd.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  \s\ James H. Tate

  	
   

  
	
   

  	
   

  	
  James H. Tate

  	
   

  
	
   

  	
  Title:

  	
  Senior Vice President & CFO

  



 


11





















 


	
   

  	
  Thermadyne South America
  Holdings, Ltd.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  \s\ James H. Tate

  	
   

  
	
   

  	
   

  	
  James H. Tate

  	
   

  
	
   

  	
  Title:

  	
  Senior Vice President & CFO

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Thermadyne South Africa (Pty)
  Ltd.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  \s\ James H. Tate

  	
   

  
	
   

  	
   

  	
  James H. Tate

  	
   

  
	
   

  	
  Title:

  	
  Senior Vice President & CFO

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Maxweld & Braze (Pty)
  Ltd.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  \s\ James H. Tate

  	
   

  
	
   

  	
   

  	
  James H. Tate

  	
   

  
	
   

  	
  Title:

  	
  Senior Vice President & CFO

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  GenSet S.p.A.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  \s\ James H. Tate

  	
   

  
	
   

  	
   

  	
  James H. Tate

  	
   

  
	
   

  	
  Title:

  	
  Senior Vice President & CFO

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Tecmo Srl

  
	
   

  	
   

  
	
   

  	
  By:

  	
  \s\ James H. Tate

  	
   

  
	
   

  	
   

  	
  James H. Tate

  	
   

  
	
   

  	
  Title:

  	
  Senior Vice President & CFO

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Ocim Srl

  
	
   

  	
   

  
	
   

  	
  By:

  	
  \s\ James H. Tate

  	
   

  
	
   

  	
   

  	
  James H. Tate

  	
   

  
	
   

  	
  Title:

  	
  Senior Vice President & CFO

  
	
   

  	
   

  
	
   

  	
  Duxtech Pty, Ltd.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  \s\ James H. Tate

  	
   

  
	
   

  	
   

  	
  James H. Tate

  	
   

  
	
   

  	
  Title:

  	
  Senior Vice President & CFO

  



 


12





















 


	
   

  	
  Comweld Group Pty. Ltd.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  \s\ James H. Tate

  	
   

  
	
   

  	
   

  	
  James H. Tate

  	
   

  
	
   

  	
  Title:

  	
  Senior Vice President & CFO

  
	
   

  	
   

  
	
   

  	
  Thermadyne Brazil Holdings,
  Ltd.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  \s\ James H. Tate

  	
   

  
	
   

  	
   

  	
  James H. Tate

  	
   

  
	
   

  	
  Title:

  	
  Senior Vice President & CFO

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Thermadyne Victor Ltda.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  \s\ James H. Tate

  	
   

  
	
   

  	
   

  	
  James H. Tate

  	
   

  
	
   

  	
  Title:

  	
  Senior Vice President & CFO

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Thermadyne Chile Holdings, Ltd.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  \s\ James H. Tate

  	
   

  
	
   

  	
   

  	
  James H. Tate

  	
   

  
	
   

  	
  Title:

  	
  Senior Vice President & CFO

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Soltec SA

  
	
   

  	
   

  
	
   

  	
  By:

  	
  \s\ James H. Tate

  	
   

  
	
   

  	
   

  	
  James H. Tate

  	
   

  
	
   

  	
  Title:

  	
  Senior Vice President & CFO

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Thermadyne de Brasil Ltda.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  \s\ James H. Tate

  	
   

  
	
   

  	
   

  	
  James H. Tate

  	
   

  
	
   

  	
  Title:

  	
  Senior Vice President & CFO

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Thermadyne Industries, Ltd.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  \s\ James H. Tate

  	
   

  
	
   

  	
   

  	
  James H. Tate

  	
   

  
	
   

  	
  Title:

  	
  Senior Vice President & CFO

  



 


13





















 


	
   

  	
  Thermadyne Cylinder Co.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  \s\ James H. Tate

  	
   

  
	
   

  	
   

  	
  James H. Tate

  	
   

  
	
   

  	
  Title:

  	
  Senior Vice President & CFO

  
	
   

  	
   

  
	
   

  	
  MECO Holding Company

  
	
   

  	
   

  
	
   

  	
  By:

  	
  \s\ James H. Tate

  	
   

  
	
   

  	
   

  	
  James H. Tate

  	
   

  
	
   

  	
  Title:

  	
  Senior Vice President & CFO

  
	
   

  	
   

  
	
   

  	
  Modern Engineering
  Company, Inc.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  \s\ James H. Tate

  	
   

  
	
   

  	
   

  	
  James H. Tate

  	
   

  
	
   

  	
  Title:

  	
  Senior Vice President & CFO

  
	
   

  	
   

  
	
   

  	
  Thermadyne Welding Products
  Canada, Ltd.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  \s\ James H. Tate

  	
   

  
	
   

  	
   

  	
  James H. Tate

  	
   

  
	
   

  	
  Title:

  	
  Senior Vice President & CFO

  
	
   

  	
   

  
	
   

  	
  Thermadyne de Mexico S.A. de
  C.V.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  \s\ James H. Tate

  	
   

  
	
   

  	
   

  	
  James H. Tate

  	
   

  
	
   

  	
  Title:

  	
  Senior Vice President & CFO

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Tweco de Mexico S.A. de C.V.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  \s\ James H. Tate

  	
   

  
	
   

  	
   

  	
  James H. Tate

  	
   

  
	
   

  	
  Title:

  	
  Senior Vice President & CFO

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Arcair Stoody Europe S.A.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  \s\ James H. Tate

  	
   

  
	
   

  	
   

  	
  James H. Tate

  	
   

  
	
   

  	
  Title:

  	
  Senior Vice President & CFO

  



 


14





















 


	
   

  	
  Victor Equipment de Mexico S.A.
  de C.V.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  \s\ James H. Tate

  	
   

  
	
   

  	
   

  	
  James H. Tate

  	
   

  
	
   

  	
  Title:

  	
  Senior Vice President & CFO

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Comweld Group Pty. Ltd.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  \s\ James H. Tate

  	
   

  
	
   

  	
   

  	
  James H. Tate

  	
   

  
	
   

  	
  Title:

  	
  Senior Vice President & CFO

  
	
   

  	
   

  
	
   

  	
  Philippine Welding
  Equipment, Inc.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  \s\ James H. Tate

  	
   

  
	
   

  	
   

  	
  James H. Tate

  	
   

  
	
   

  	
  Title:

  	
  Senior Vice President & CFO

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Comweld Philippines, Inc.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  \s\ James H. Tate

  	
   

  
	
   

  	
   

  	
  James H. Tate

  	
   

  
	
   

  	
  Title:

  	
  Senior Vice President & CFO

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Thermadyne Asia SDN BHD

  
	
   

  	
   

  
	
   

  	
  By:

  	
  \s\ James H. Tate

  	
   

  
	
   

  	
   

  	
  James H. Tate

  	
   

  
	
   

  	
  Title:

  	
  Senior Vice President & CFO

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  PT Comweld Indonesia

  
	
   

  	
   

  
	
   

  	
  By:

  	
  \s\ James H. Tate

  	
   

  
	
   

  	
   

  	
  James H. Tate

  	
   

  
	
   

  	
  Title:

  	
  Senior Vice President & CFO

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Comweld Malaysia SDN

  
	
   

  	
   

  
	
   

  	
  By:

  	
  \s\ James H. Tate

  	
   

  
	
   

  	
   

  	
  James H. Tate

  	
   

  
	
   

  	
  Title:

  	
  Senior Vice President & CFO

  



 


15