Exhibit 10.23


AGREEMENT


 


This Agreement, dated August 27, 2004, is among
Thermadyne Holdings Corporation, a Delaware corporation, its subsidiaries,
(collectively the “Company”), and James H. Tate (“Executive”).


 


WITNESSETH:


 


WHEREAS, the Company and
Executive entered into an Executive Employment Agreement (the “Employment Agreement”) dated June 13, 2002, which among other things set
forth the terms and conditions of Executive’s employment with the Company; and,


 


WHEREAS, the Company has
commenced a search to locate a suitable candidate for the position of Chief
Financial Officer; and,


 


WHEREAS, Executive and the
Company desire to enter into the following Agreement in settlement and
cancellation of all existing and prior agreements between them concerning Executive’s
employment by the Company;


 


NOW THEREFORE, the parties
agree as follows:


 


1.             Resignation from Current Positions.  On the earlier of: 1) the date the Company
hires a new Chief Financial Officer, or 2) November
12, 2004 (which earlier date is hereinafter referred to as the “Resignation
Date”), Executive shall cease to be Senior Vice President Chief Financial
Officer, and cease to be an officer, or director of the Company.


 


2.             Appointment. On the Resignation Date, the
Executive shall be employed by Thermadyne Holdings Corporation in the position
of Financial Project Leader (“FPL”) for a period of one year, at which time the
Executive shall cease to be an employee of Thermadyne Holdings Corporation. In
the position of FPL, Executive shall be available to the Company on an as
needed basis and shall perform reasonable tasks and projects as assigned by,
and at the direction of, the Chief Executive Officer.  The last day of the one year assignment to
the position of FPL is referred to in this Agreement as the Termination Date.


 


3.             Announcement. 
(a) On the Resignation Date, the Company will announce Executive’s
resignation from the positions described in Section 1 and appointment to the
position described in Section 2.  Neither
party shall disclose the terms of this Agreement to any one other than, on a
confidential basis, his or its financial and legal advisors or, in Executive’s
case, his family. The Company shall not disclose the terms within the Company
except to those who have a legitimate business reason or need to know.


 


(b)  The parties shall use his or its best efforts
not to make any statements or take any action that may be derogatory or
disparaging to the reputation of the other (or, in Executive’s case, to the
reputation of any of the Company’s subsidiaries and affiliates).


 





















 


(c)  Nothing in this Agreement shall preclude
either party from truthful statements or disclosures that are required by
applicable law or regulation, or from taking any position or from disclosing
the terms of this Agreement in prosecuting or defending any judicial,
administrative or arbitration proceeding arising hereunder.


 


(d)  If requested by the Executive, the Chief
Executive Officer of the Company shall provide the Executive with a mutually
agreeable positive letter of recommendation setting forth the dates of
Executive’s employment, his duties, his voluntary resignation, and his positive
contributions to the Company.


 


4.  Compensation.  (a) In consideration for cancellation of the
Employment Agreement (except to the extent the provisions of the Employment
Agreement are expressly preserved in this Agreement) and in consideration for
any services rendered by the Executive prior to the Termination Date, the
Executive shall be entitled to compensation at the rate of $336,295 per year (the “Cash Compensation”) through the
Termination Date. The Cash Compensation will be paid in accordance with the
Company’s ordinary payroll practices.


 


(b)  Until the Resignation Date, the Executive
will continue to receive the following benefits accorded to him by the Employer
prior to signing this Agreement: 1) medical and dental insurance; 2) life
insurance; 3) disability insurance; 4) country club reimbursement, 5) annual
personal tax preparation, and 6) car allowance.


 


(c)  From the Resignation date through the
Termination Date, the Executive will receive the following benefits accorded to
him by the Employer prior to the Resignation Date: 1) medical and dental
insurance; 2) life insurance; 3) disability insurance; and 4) car allowance.   During this time, the Executive will not
receive a) country club reimbursement, or b) annual personal tax preparation.


 


(d)  The Termination Date will constitute a COBRA
qualifying event.


 


5.  Offset:  Notwithstanding anything to the contrary
herein, if the Executive should receive pay or benefits from any third party
for his work or employment (whether as an employee, consultant, partner, or
independent contractor, but excluding pay or benefits for services provided as
a member of any Board of Directors) performed between the Resignation Date and
Termination Date,  then the amount of
Cash Compensation and/or benefits paid to the Executive under this Agreement
will be offset by the same amount he is entitled to for such other work.


 


6.  Surviving Clauses:  Executive acknowledges that Sections 7
(Confidential Information), Section 8 (Non-Compete), and Section 9
(Non-Solicitation) of the Employment Agreement survive the termination of the
Employment Agreement and remain in full force and effect until the Termination
Date.  Collectively,
these provisions of the Employment Agreement are referred to herein as the “Restrictions”.


 





















 


7.  Return of Records; Intellectual Property;
Cooperation.  Executive shall return
to the Company immediately all memoranda, books, papers, plans, information,
letters and other data, and all copies thereof or therefrom, in any way
relating to the business of the Company or any of its affiliates, except that
he may retain personal notes, notebooks and diaries.  Executive further agrees that he shall not
retain or use for his account at any time any trade name, trademark, service
mark or other proprietary business designation used or owned in connection with
the business of the Company or any of its affiliates.


 


8.  Specific Performance and Other Remedies.  Executive acknowledges and agrees that the
Company has no adequate remedy at law for a breach or threatened breach by
Executive of any of the provisions of this Agreement and, in recognition of
this fact, Executive agrees that, in the event of a breach or threatened breach
by Executive of any provisions hereof, in addition to any remedies at law, the
Company, without posting any bond, shall be entitled to obtain equitable relief
in the form of specific performance, temporary restraining order, temporary or
permanent injunction or any other equitable remedy which may then be
available.  Nothing in this Agreement
shall be construed as prohibiting the Company from pursuing any other remedies
at law or in equity that it may have or any other rights that it may have under
the Restrictions.


 


9.  Release; Indemnification.  The parties
agree that the Executive has twenty-one (21) days to consider the meaning and
effect of this Agreement and has been advised to consult with an attorney prior
to executing this Agreement.  The parties
agree that the Executive has seven days after signing this Release to notify
the Company of his intention to revoke this Agreement. In
consideration of the foregoing agreements, and except for those obligations
created by, or expressly assumed or retained in, this Agreement, the Company
and Executive hereby agree to and do fully and completely release, discharge
and waive any and all claims, complaints, causes of action; actions, suits,
debts, sums of money, contracts, controversies, agreements, promises, or
demands of whatever kind, in law or in equity, which either such party ever
had, now has or which such party, such party’s heirs, executors or
administrators may have against each other and their respective successors and
assigns, and (in the case of the Company and its subsidiaries, affiliates,
predecessors, successors and assigns) each and all of their officers,
directors, partners, associates, agents, shareholders and employees by reason
of any event, matter, cause or thing which has occurred to the date of
execution of this Agreement (hereinafter “Claims”).  Executive understands and accepts that this
Agreement specifically covers, but is not limited to, any and all Claims which
Executive has or may otherwise have against the Company relating in any way to
compensation, or to any other terms, conditions or circumstances of Executive’s
employment with the Company and to his termination of such employment as
contemplated hereby, whether for severance or based on statutory or common law
claims for employment discrimination (including any claims under the Age
Discrimination in Employment Act), wrongful discharge, breach of contract or
any other theory, whether legal or equitable. 
Similarly, Company is acknowledging that it understands and accepts that
pursuant to this Agreement, it is giving Executive a full release from any
claims Company may have against him, except for Executive’s obligations under
this Agreement.  Notwithstanding the
foregoing, in no event shall Executive be deemed by


 





















 


this Section to have released any rights or claims Executive may have
for payments or benefits under this Agreement, including pursuant to any
benefit program or policy under which rights are created or prescribed by this
Agreement.  Executive shall continue to
be entitled to indemnification from the Company to the fullest extent permitted
under the Company’s bylaws and charter and in accordance with Delaware law.


 


10.  Miscellaneous.


 


(a)  Governing Law.  This Agreement shall be governed by and
construed in accordance with the laws of the State of Missouri without
reference to principles of conflict of laws.


 


(b)  Entire Agreement/Amendments.  This Agreement contains the entire
understanding of the parties hereto with respect to the subject matter hereof
and supersedes in their entirety any and all prior understandings and
agreements between the parties with respect thereto, whether written or oral,
including without limitation the Employment Agreement, except as to the
Restrictions.  This Agreement may not be
changed, modified or discharged except by a written agreement signed by the
parties hereto.


 


(c)  No Waiver.  The failure of a party to insist upon strict
adherence to any term of this Agreement on any occasion shall not be considered
a waiver of such party’s rights or deprive such party of the right thereafter
to insist upon strict adherence to that term or any other term of this
Agreement.  Any such waiver must be in
writing and signed by Executive or an authorized officer of the Company, as the
case may be.


 


(d)  Severability.  It is expressly understood and agreed that
although Executive and the Company consider the Restrictions to be reasonable,
if a final judicial determination is made by a court of competent jurisdiction
that the time or territory restriction in the Restrictions is an unenforceable
restriction against Executive, such provision shall not be rendered void but
shall be deemed amended to apply to such maximum time and territory, if
applicable, or otherwise to such maximum extent as such court may judicially
determine or indicate to be enforceable. 
Alternatively, if any court of competent jurisdiction finds that any of
the Restrictions is unenforceable, and such restriction cannot be amended so as
to make it enforceable, such finding shall not affect the enforceability of any
of the other restrictions contained herein. 
If any one or more of the other provisions of this Agreement shall be or
become invalid, illegal or unenforceable in any respect, the validity, legality
and enforceability of the remaining provisions of this Agreement shall not be
affected thereby.


 


(e)  Assignment.  This Agreement shall not be assignable by
Executive and shall be assignable by the Company only pursuant to a merger or
consolidation in which the Company is not the continuing entity, or the sale or
liquidation of all or substantially all of the assets of the Company.  The Company’s obligations to pay Executive
shall be binding upon any purchaser of substantially all of its assets as well
as to any entity into which the Company is merged. No rights or obligations of
Executive under this


 





















 


Agreement may be assigned or transferred by Executive other than his
rights to compensation and benefits, which may be transferred only by will or
operation of law.


 


(f)  Successors; Binding Agreement; Third Party
Beneficiaries.  This Agreement shall
inure to the benefit of and be binding upon personal or legal representatives,
executors, administrators, successors, heirs, devisees and legatees of the
parties hereto.


 


(g)  Non-Admission.  By executing this Agreement, neither
Executive nor Company is admitting to any wrong-doing, nor addressing whether
the Company has  “cause,” as defined in
Executive’s Employment Agreement to terminate Executive’s employment.


 


(h)  Communications.  For the purpose of this Agreement, notices
and all other communications provided for in this Agreement shall be in writing
and shall be deemed to have been duly given when delivered or two business days
after being mailed by United States registered mail, return receipt requested,
postage prepaid, addressed to the respective addresses set forth on the
execution page of this Agreement, provided
that all notices to the Company shall be directed to the attention of the
General Counsel of the Company or to such other address as either party may
have furnished to the other in writing in accordance herewith, except that
notice of change of address shall be effective only upon receipt.


 


(i)  Withholding.  The Company may withhold from any and all
amounts payable under this Agreement such Federal, state and local taxes as may
be required to be withheld pursuant to any applicable law or regulation.


 


(j)  Survivorship.  The respective rights and obligations of the
parties hereunder shall survive to the extent necessary to the agreed
preservation of such rights and obligations.


 


(k)  Acknowledgment.  Executive hereby acknowledges that he has
carefully read this Agreement, fully understands and accepts all of its
provisions and signs it voluntarily of his own free will.  Executive further acknowledges that he has
been provided a full opportunity to review and reflect on the terms of this
Agreement and to seek the advice of legal counsel of his choice.


 


(l)  Capitalized Terms.  Capitalized terms not otherwise defined
herein shall have meanings given such terms in the Employment Agreement.


 


(m)  Counterparts.  This Agreement may be signed in counterparts,
each of which shall be an original, with the same effect as if the signatures
thereto and hereto were upon the same instrument.


 


(n)  Headings.  The headings of the sections contained in
this Agreement are for convenience only and shall not be deemed to control or
affect the meaning or construction of any provision of this Agreement.


 





















 


	
   

  	
  James H. Tate

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  \s\ James H. Tate

  
	
   

  	
  Address of Executive:

  
	
   

  	
  17605 Lasiandra Drive

  
	
   

  	
  Chesterfield, MO 63005

  



 


EMPLOYERS:


 


	
   

  	
  Thermadyne Holdings Corporation

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  \s\ Paul D. Melnuk

  
	
   

  	
   

  	
  Paul D. Melnuk

  
	
   

  	
  Title:

  	
  Chief Executive Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Thermadyne Industries, Inc.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  \s\ Paul D. Melnuk

  
	
   

  	
   

  	
  Paul D. Melnuk

  
	
   

  	
  Title:

  	
  Chief Executive Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Victor Equipment Company

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  \s\ Paul D. Melnuk

  
	
   

  	
   

  	
  Paul D. Melnuk

  
	
   

  	
  Title:

  	
  Chief Executive Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Thermadyne International Corp.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  \s\ Paul D. Melnuk

  
	
   

  	
   

  	
  Paul D. Melnuk

  
	
   

  	
  Title:

  	
  Chief Executive Officer

  



 





















 


	
   

  	
  Tweco Products, Inc.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  \s\ Paul D. Melnuk

  
	
   

  	
   

  	
  Paul D. Melnuk

  
	
   

  	
  Title:

  	
  Chief Executive Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Thermal Dynamics Corp.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  \s\ Paul D. Melnuk

  
	
   

  	
   

  	
  Paul D. Melnuk

  
	
   

  	
  Title:

  	
  Chief Executive Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Stoody Company

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  \s\ Paul D. Melnuk

  
	
   

  	
   

  	
  Paul D. Melnuk

  
	
   

  	
  Title:

  	
  Chief Executive Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Thermal Arc, Inc.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  \s\ Paul D. Melnuk

  
	
   

  	
   

  	
  Paul D. Melnuk

  
	
   

  	
  Title:

  	
  Chief Executive Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  C&G Systems Holding, Inc.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  \s\ Paul D. Melnuk

  
	
   

  	
   

  	
  Paul D. Melnuk

  
	
   

  	
  Title:

  	
  Chief Executive Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  C&G Systems, Inc.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  \s\ Paul D. Melnuk

  
	
   

  	
   

  	
  Paul D. Melnuk

  
	
   

  	
  Title:

  	
  Chief Executive Officer

  



 





















 


	
   

  	
  Thermadyne Italia, Srl.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  \s\ Paul D. Melnuk

  
	
   

  	
   

  	
  Paul D. Melnuk

  
	
   

  	
  Title:

  	
  Chief Executive Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Thermadyne Australia Pty Ltd.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  \s\ Paul D. Melnuk

  
	
   

  	
   

  	
  Paul D. Melnuk

  
	
   

  	
  Title:

  	
  Chief Executive Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Thermadyne Asia/Pacific Pte Ltd.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  \s\ Paul D. Melnuk

  
	
   

  	
   

  	
  Paul D. Melnuk

  
	
   

  	
  Title:

  	
  Chief Executive Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Thermadyne Japan, Ltd.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  \s\ Paul D. Melnuk

  
	
   

  	
   

  	
  Paul D. Melnuk

  
	
   

  	
  Title:

  	
  Chief Executive Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Palco Trading Company

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  \s\ Paul D. Melnuk

  
	
   

  	
   

  	
  Paul D. Melnuk

  
	
   

  	
  Title:

  	
  Chief Executive Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Thermadyne Foreign Sales Corporation

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  \s\ Paul D. Melnuk

  
	
   

  	
   

  	
  Paul D. Melnuk

  
	
   

  	
  Title:

  	
  Chief Executive Officer

  



 





















 


	
   

  	
  Thermadyne South America Holdings, Ltd.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  \s\ Paul D. Melnuk

  
	
   

  	
   

  	
  Paul D. Melnuk

  
	
   

  	
  Title:

  	
  Chief Executive Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Thermadyne South Africa (Pty) Ltd.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  \s\ Paul D. Melnuk

  
	
   

  	
   

  	
  Paul D. Melnuk

  
	
   

  	
  Title:

  	
  Chief Executive Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Maxweld & Braze (Pty) Ltd.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  \s\ Paul D. Melnuk

  
	
   

  	
   

  	
  Paul D. Melnuk

  
	
   

  	
  Title:

  	
  Chief Executive Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  GenSet S.p.A.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  \s\ Paul D. Melnuk

  
	
   

  	
   

  	
  Paul D. Melnuk

  
	
   

  	
  Title:

  	
  Chief Executive Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Tecmo Srl

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  \s\ Paul D. Melnuk

  
	
   

  	
   

  	
  Paul D. Melnuk

  
	
   

  	
  Title:

  	
  Chief Executive Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Ocim Srl

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  \s\ Paul D. Melnuk

  
	
   

  	
   

  	
  Paul D. Melnuk

  
	
   

  	
  Title:

  	
  Chief Executive Officer

  



 





















 


	
   

  	
  Tec Mo Cut Srl

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  \s\ Paul D. Melnuk

  
	
   

  	
   

  	
  Paul D. Melnuk

  
	
   

  	
  Title:

  	
  Chief Executive Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Tec Mo Control Srl

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  \s\ Paul D. Melnuk

  
	
   

  	
   

  	
  Paul D. Melnuk

  
	
   

  	
  Title:

  	
  Chief Executive Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  BBM Srl

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  \s\ Paul D. Melnuk

  
	
   

  	
   

  	
  Paul D. Melnuk

  
	
   

  	
  Title:

  	
  Chief Executive Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Duxtech Pty. Ltd.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  \s\ Paul D. Melnuk

  
	
   

  	
   

  	
  Paul D. Melnuk

  
	
   

  	
  Title:

  	
  Chief Executive Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Cigweld Group Pty. Ltd.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  \s\ Paul D. Melnuk

  
	
   

  	
   

  	
  Paul D. Melnuk

  
	
   

  	
  Title:

  	
  Chief Executive Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Quetala Pty. Ltd.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  \s\ Paul D. Melnuk

  
	
   

  	
   

  	
  Paul D. Melnuk

  
	
   

  	
  Title:

  	
  Chief Executive Officer

  



 





















 


	
   

  	
  Quetack Pty. Ltd.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  \s\ Paul D. Melnuk

  
	
   

  	
   

  	
  Paul D. Melnuk

  
	
   

  	
  Title:

  	
  Chief Executive Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Quetala Unit Trust

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  \s\ Paul D. Melnuk

  
	
   

  	
   

  	
  Paul D. Melnuk

  
	
   

  	
  Title:

  	
  Chief Executive Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Thermadyne Brazil Holdings, Ltd.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  \s\ Paul D. Melnuk

  
	
   

  	
   

  	
  Paul D. Melnuk

  
	
   

  	
  Title:

  	
  Chief Executive Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Thermadyne Victor Ltda.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  \s\ Paul D. Melnuk

  
	
   

  	
   

  	
  Paul D. Melnuk

  
	
   

  	
  Title:

  	
  Chief Executive Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Thermadyne Chile Holdings, Ltd

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  \s\ Paul D. Melnuk

  
	
   

  	
   

  	
  Paul D. Melnuk

  
	
   

  	
  Title:

  	
  Chief Executive Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Soltec SA

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  \s\ Paul D. Melnuk

  
	
   

  	
   

  	
  Paul D. Melnuk

  
	
   

  	
  Title:

  	
  Chief Executive Officer

  



 





















 


	
   

  	
  Meltalservice
  S.A.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  \s\ Paul D. Melnuk

  
	
   

  	
   

  	
  Paul D. Melnuk

  
	
   

  	
  Title:

  	
  Chief Executive Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Thermadyne do Brasil Ltda.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  \s\ Paul D. Melnuk

  
	
   

  	
   

  	
  Paul D. Melnuk

  
	
   

  	
  Title:

  	
  Chief Executive Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Thermadyne Industries Ltd.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  \s\ Paul D. Melnuk

  
	
   

  	
   

  	
  Paul D. Melnuk

  
	
   

  	
  Title:

  	
  Chief Executive Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Thermadyne Cylinder Co.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  \s\ Paul D. Melnuk

  
	
   

  	
   

  	
  Paul D. Melnuk

  
	
   

  	
  Title:

  	
  Chief Executive Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Canadian Cylinder Company

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  \s\ Paul D. Melnuk

  
	
   

  	
   

  	
  Paul D. Melnuk

  
	
   

  	
  Title:

  	
  Chief Executive Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Thermadyne Receivables, Inc.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  \s\ Paul D. Melnuk

  
	
   

  	
   

  	
  Paul D. Melnuk

  
	
   

  	
  Title:

  	
  Chief Executive Officer

  



 





















 


	
   

  	
  MECO Holding Company

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  \s\ Paul D. Melnuk

  
	
   

  	
   

  	
  Paul D. Melnuk

  
	
   

  	
  Title:

  	
  Chief Executive Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Protip Corporation

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  \s\ Paul D. Melnuk

  
	
   

  	
   

  	
  Paul D. Melnuk

  
	
   

  	
  Title:

  	
  Chief Executive Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Thermadyne Welding Products Canada, Ltd.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  \s\ Paul D. Melnuk

  
	
   

  	
   

  	
  Paul D. Melnuk

  
	
   

  	
  Title:

  	
  Chief Executive Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

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

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  \s\ Paul D. Melnuk

  
	
   

  	
   

  	
  Paul D. Melnuk

  
	
   

  	
  Title:

  	
  Chief Executive Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

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

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  \s\ Paul D. Melnuk

  
	
   

  	
   

  	
  Paul D. Melnuk

  
	
   

  	
  Title:

  	
  Chief Executive Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

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

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  \s\ Paul D. Melnuk

  
	
   

  	
   

  	
  Paul D. Melnuk

  
	
   

  	
  Title:

  	
  Chief Executive Officer

  



 





















 


	
   

  	
  Cigweld Group Pty. Ltd.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  \s\ Paul D. Melnuk

  
	
   

  	
   

  	
  Paul D. Melnuk

  
	
   

  	
  Title:

  	
  Chief Executive Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Philippine Welding Equipment, Inc.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  \s\ Paul D. Melnuk

  
	
   

  	
   

  	
  Paul D. Melnuk

  
	
   

  	
  Title:

  	
  Chief Executive Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Cigweld Property Holdings, Inc.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  \s\ Paul D. Melnuk

  
	
   

  	
   

  	
  Paul D. Melnuk

  
	
   

  	
  Title:

  	
  Chief Executive Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Thermal Arc Phils, Inc.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  \s\ Paul D. Melnuk

  
	
   

  	
   

  	
  Paul D. Melnuk

  
	
   

  	
  Title:

  	
  Chief Executive Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Cigweld Philippines, Inc.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  \s\ Paul D. Melnuk

  
	
   

  	
   

  	
  Paul D. Melnuk

  
	
   

  	
  Title:

  	
  Chief Executive Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Thermadyne Asia SDN BHD

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  \s\ Paul D. Melnuk

  
	
   

  	
   

  	
  Paul D. Melnuk

  
	
   

  	
  Title:

  	
  Chief Executive Officer

  



 





















 


	
   

  	
  Thermadyne Korea Ltd.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  \s\ Paul D. Melnuk

  
	
   

  	
   

  	
  Paul D. Melnuk

  
	
   

  	
  Title:

  	
  Chief Executive Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  PT Thermadyne Utama

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  \s\ Paul D. Melnuk

  
	
   

  	
   

  	
  Paul D. Melnuk

  
	
   

  	
  Title:

  	
  Chief Executive Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  PT Cigweld Indonesia

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  \s\ Paul D. Melnuk

  
	
   

  	
   

  	
  Paul D. Melnuk

  
	
   

  	
  Title:

  	
  Chief Executive Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Thermadyne Hong Kong Ltd.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  \s\ Paul D. Melnuk

  
	
   

  	
   

  	
  Paul D. Melnuk

  
	
   

  	
  Title:

  	
  Chief Executive Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Cigweld Malaysia SDN

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  \s\ Paul D. Melnuk

  
	
   

  	
   

  	
  Paul D. Melnuk

  
	
   

  	
  Title:

  	
  Chief Executive Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Thermadyne Thailand Co. Ltd.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  \s\ Paul D. Melnuk

  
	
   

  	
   

  	
  Paul D. Melnuk

  
	
   

  	
  Title:

  	
  Chief Executive Officer