exv4w1






EXHIBIT 4.1




FIRST AMENDMENT TO

THIRD AMENDED AND RESTATED CREDIT AGREEMENT




          This FIRST AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT (this
“Amendment”), dated as of October 7, 2008, by and among THERMADYNE INDUSTRIES, INC., a
Delaware corporation (“Industries”), THERMAL DYNAMICS CORPORATION, a Delaware corporation
(“Dynamics”), VICTOR EQUIPMENT COMPANY, a Delaware
corporation (“Victor”), C & G SYSTEMS,
INC., an Illinois corporation (“C & G”), STOODY COMPANY, a Delaware corporation
(“Stoody”). THERMADYNE INTERNATIONAL CORP., a Delaware corporation
(“International”, and collectively with Stoody, C & G, Victor, Dynamics and Industries, the
“Borrowers”), the other persons designated as Credit Parties on the signature pages hereof, GENERAL
ELECTRIC CAPITAL CORPORATION, a Delaware corporation (“Agent”) and the Persons signatory
hereto as Lenders. Unless otherwise specified herein, capitalized terms used in this Amendment
shall have the meanings ascribed to them in Annex A to the Credit Agreement (as hereinafter
defined).




RECITALS




     WHEREAS, the Borrowers, the Credit Parties, Agent and Lenders have entered into that certain
Third Amended and Restated Credit Agreement dated as of June 29, 2007 (as further amended,
supplemented, restated or otherwise modified from time to time, the “Credit
Agreement”);



     WHEREAS, the Borrowers and the other Credit Parties have requested that Agent and Lenders
amend certain provisions of the Credit Agreement; and



     WHEREAS, the Agent and Lenders have agreed to amend the Credit Agreement as set forth herein.



     NOW THEREFORE, in consideration of the mutual execution hereof and other good and valuable
consideration, the parties hereto agree as follows:


1. Amendments to Credit Agreement. Subject to the satisfaction of the
conditions precedent set forth in Section 3 hereof, the parties hereto hereby agree to amend
the Credit Agreement as follows:





(a) Section 1.16 of the Credit Agreement is hereby amended and
restated by amending and restating clause (i) thereof to read in its entirety as
follows:




     “(i) that is the obligation of an Account Debtor located outside of the
United States, Puerto Rico or Canada unless payment thereof is assured by a letter
of credit assigned and delivered to Agent, reasonably satisfactory to Agent as to
form, amount and issuer; provided that Accounts owing to the Australian
Collateral Party by Account Debtors located in Australia and New Zealand and
Thermadyne International Corp. by Account Debtors located in the United Kingdom and
from European Account Debtors up to an aggregate maximum amount of $1,500,000 shall
not be subject to this Section 1.16(i);”



 









 






(b) Section 1.16 of the Credit Agreement is hereby amended and restated
by amending and restating clause (s) thereof to read in its entirety as follows:




     “(s) that is payable in any currency other than British Pounds Sterling, U.S.
Dollars or Euros or, in the case of the Australian Collateral Party, Australian Dollars;”



(c)
Section 1.17 of the Credit Agreement is hereby amended by deleting the word “or”
at the end of subsection (n), deleting the period at the end of
subsection (o) and inserting
the phrase “ or” in its place, and adding the following new clause (p):




     “(p) in the case of the Australian Collateral Party, which does not meet all
standards imposed by any Australian federal or state government authority, including
relating to its production, acquisition or importation for inventory located in Australia
or which does not consist of raw materials or finished good for inventory located in
Australia.”




(d) The
preamble of Section 2.2 is hereby amended and restated to read in its entirety as
follows:




     “2.2 Further Conditions to Each Loan and to the Release of Funds from the
Australian Blocked Account. Except as otherwise expressly provided herein, no Lender
shall be obligated to fund any Advance, convert or continue any Loan as a LIBOR Loan or
incur any Letter of Credit Obligation or release funds from the Australian Blocked Account,
if, as of the date thereof:”




(e) The final paragraph of Section 2.2 is hereby amended and restated to read in
its entirety as follows:




     “The request by any Borrower for an Advance, the issuance of any Letter of Credit
Obligations or the conversion or continuation of any Loan into, or as, a LIBOR Loan or the
release of funds from the Australian Blocked Account shall be deemed to constitute, as of
the date thereof, (i) a representation and warranty by Borrowers that the conditions in
this Section 2.2 have been satisfied and (ii) a reaffirmation by Borrowers of the
cross-guaranty provisions set forth in Section 12 and of the granting and continuance of
Agent’s Liens, on behalf of itself and Lenders, pursuant to the Collateral Documents. Each
request for release of funds from the Australian Blocked Account shall be made pursuant to
a Notice of Cash Collateral Release delivered to Agent or Agent’s designee by the
Australian Collateral Party and agreed to and acknowledged by the Borrower Representative,
substantially in the form of Exhibit 2.2. Any such notice by the Australian
Collateral Party must be given no later than 12:00 noon (Sydney, Australia time) on the
Business Day of the proposed release of funds.”




(f)
Section 6.2 is hereby amended and restated by amending and restating clause (i) thereof
to read in its entirety as follows:



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     “(i) any Borrower may make investments in, or create, any wholly-owned Foreign
Subsidiary, such that the aggregate amount of all investments in such direct Foreign
Subsidiaries funded after Closing Date shall not exceed $5,000,000 (exclusive of
investments permitted in clause (k) of this Section 6.2); provided that 65% of the stock of
such direct Foreign Subsidiary (except in that in the case of the Australian Collateral
Party, 100% of such stock) shall be pledged to secure the Obligations; provided further
that to the extent a portion of the $5,000,000 basket amount is invested in Thermadyne
Victor Ltda. that portion of the basket amount may be restored to the extent of cash
received by any Borrower constituting proceeds of the sale of assets or stock of Thermadyne
Victor Ltda.;”




(g) Section 8.1 is hereby amended and restated by amending and restating clause (h)
thereof to read in its entirety as follows:




     “(h) (i) A case or proceeding is commenced or petition or other filing is made
against any Credit Party seeking a decree or order in respect of such Credit Party (x)
under the Bankruptcy Code, or any other applicable federal, state or foreign bankruptcy or
other similar law, (y) appointing a custodian, receiver, receiver or manager,
administrative receiver, administrator examiner, trustee, supervisor, compulsory or interim
manager, liquidator, assignee, trustee or sequestrator (or similar official) for such
Credit Party or for any substantial part of any such Credit Party’s assets, or (z) ordering
the winding up, liquidation, bankruptcy, dissolution, administration, examination or
reorganization (by way of voluntary arrangement, scheme of arrangement or otherwise) of the
affairs of such Credit Party, and such case or proceeding shall remain undismissed or
unstayed for sixty (60) days or more or a decree or order granting the relief sought in
such case or proceeding is granted by a court of competent jurisdiction; or (ii) the
Australian Collateral Party becomes an insolvent under administration or insolvent (each as
defined in the Corporations Act 2001 (Commonwealth)), or has a controller appointed, or is
in receivership, in receivership and management, in liquidation, in provisional
liquidation, under administration or composition, protected from creditors under any
statute, dissolved (other than to carry out a reconstruction while solvent) or is otherwise
unable to pay debts when they fall due or has something similar happen.”




(h) Section 11.18 is hereby amended and restated to read in its entirety as follows:




     “No Credit Party shall be required to pledge with respect to any directly held Foreign
Subsidiary (except for the Australian Collateral Party) more than the sum of (a) 65% of the
total combined voting power of all classes of Stock of such Foreign Subsidiary that are
entitled to vote, and (b) 100% of all nonvoting Stock of any such Subsidiary. No Credit
Party shall be required to pledge any of the Stock of any indirectly held Foreign
Subsidiary (except for the Australian Subsidiaries, Canadian Subsidiaries and UK
Subsidiaries).”




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(i) Annex A to the Credit Agreement is hereby amended by inserting the following
definitions or, if contained therein, amending and restating such definitions to read in their
entirety as follows:




     ““Australian Acknowledgement and Undertaking” means that certain
Acknowledgement and Undertaking dated October 3, 2008 executed by each of Quetala Pty.
Ltd., Quetack Pty. Ltd. and the Australian Collateral Party in favor of the Agent.”




     ““Australian Blocked Account” means any Australian bank account into which
deposits by the Australian Collateral Party are made, and which account is the subject of
an irrevocable direction to the bank to transfer funds in the account telegraphically daily
to an account nominated by Agent.”




     ““Australian Blocked Account Agreement” means that certain Blocked Account
Agreement dated on or about October 3, 2008 (as amended, restated, supplemented or
otherwise modified from time to time) by and among the Agent, the Commonwealth Bank of
Australia and Cigweld Pty Ltd.”




     ““Australian Deed of Guarantee” means each Deed of Guaranty and Indemnity
dated on or about October 3, 2008 by and among certain Australian Foreign Subsidiaries and
the Agent.”




     ““Australian Fixed and Floating Charge” means each Fixed and Floating Charge
dated on or about October 3, 2008 (as amended, restated, supplemented or otherwise modified
from time to time) by and among the Australian Collateral Party, Thermadyne Australia Pty
Ltd, Duxtech Pty. Ltd. and Agent, on behalf of itself and Lenders.”




     ““Australian Mortgage of Shares” means the Mortgage of Shares dated on or
about October 3, 2008 (as amended, restated, supplemented or otherwise modified from time
to time) executed by Industries and Holdings in favor of the Agent, on behalf of itself and
Lenders.”




     ““Australian Security Documents” means the Australian Fixed and Floating
Charge, Australian Deed of Guarantee, Australian Mortgage of Shares, Australian Blocked
Account Agreement and Australian Acknowledgement and Undertaking.”




     ““Borrowing
Base” means, as of any date of determination by Agent, from time to time,
an amount equal to the sum at such time of:




     (a)
up to 85% of the book value of Collateral Parties’ Eligible
Accounts; plus




     (b) the lesser of (i) up to 85% of the Net Orderly Liquidation Value of
the sum of the Collateral Parties’ Eligible Inventory multiplied by the then current
NOLV Factor, by category, of Eligible Inventory; and (ii) up to 65% of the book



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value of sum of the Collateral Parties’ Eligible Inventory valued at the lower of cost (determined
on a first in, first out basis) or market; plus




     (c) the lesser of (i) up to 85% of the Net Orderly Liquidation Value of
the sum of the Collateral Parties’ Eligible In-Transit Inventory multiplied by the
then current NOLV Factor, by category, of Eligible In-Transit Inventory; and (ii)
up to 65% of the book value of sum of the Collateral Parties’ Eligible In-Transit
Inventory valued at the lower of cost (determined on a first in, first out basis) or
market; less


     (d) the Rent Reserve; less



     (e)
the Shipping Reserve; less


     (f)
the Processors Reserve; less


     (g)
the Priority Payables Reserve; less



     (h) in each of (a), (b) and (c) above, any other Reserves established by Agent at such
time (in addition, the Agent may at any time make any adjustments to the Borrowing Base at its sole
discretion to reflect fluctuations in currency values); plus




     (i) the lesser of (x) $8,000,000 and (y) 85% of the Net Orderly Liquidation Value of
Eligible Equipment as reflected in the initial Equipment Appraisal less 85% of the Net Orderly
Liquidation Value of Eligible Equipment sold or otherwise disposed of on or after the Closing Date,
reduced by the sum of 3.571% of the amount that is the lesser of (x) or (y) above (the
“Amortization Amount”) on the first day of each calendar quarter commencing with the first calendar
quarter after the initial Equipment Appraisal is delivered to Agent; plus




     (j) the lesser of (x) $20,000,000 and (y) 0.4 multiplied by EBITDA of Holdings and its
Subsidiaries for the trailing twelve months most recently ended for which financial statements are
available.”




     ““Code” means the Uniform Commercial Code as the same may, from time to time, be enacted and
in effect in the State of New York, for the Australian Collateral Party or any events in Australia,
means the Corporations Act (Commonwealth); provided that to the extent that the Code is
used to define any term herein or in any Loan Document and such term is defined differently in
different Articles or Divisions of the Code, the definition of such term contained in Article or
Division 9 shall govern; provided further, that in the event that, by reason of mandatory
provisions of law, any or all of the attachment, perfection or priority of, or remedies with
respect to, Agent’s or any Lender’s Lien on any Collateral is governed by the Uniform Commercial
Code as enacted and in effect in a jurisdiction other than the State of New York, the term “Code”
shall mean the Uniform Commercial Code as enacted and in effect in such other jurisdiction solely
for purposes of the provisions thereof relating to such attachment,



5









 






perfection, priority or remedies and for purposes of definitions related to such provisions.”




     ““Collateral Documents” means the Security Agreement, the Pledge Agreements, the
Guaranties, the Copyright Security Agreements, Patent Security Agreement, the Trademark Security
Agreement, the Australian Security Documents and all similar agreements entered into guaranteeing
payment of, or granting a Lien upon property as security for payment of, the Obligations, including
but not limited to, those agreements entered into under the Initial Credit Agreement and Prior
Credit Agreement.”




     ““Collateral Parties” means, collectively, the Borrowers, their Domestic Subsidiaries
and the Australian Collateral Party.”




     ““Eligible
In-Transit Inventory” means all raw materials and finished goods Inventory
owned by Borrowers or the Australian Collateral Party and not covered by Letters of Credit, and
which Inventory is in transit to one of the Borrowers’ or the Australian Collateral Party’s
facilities and which Inventory (a) has been paid for, unless the supplier (other than a supplier
which is a Credit Party) has waived rights to stoppage in-transit and the law of the applicable
jurisdiction where such supplier is located permits such waiver, (b) is owned by one of the
Borrowers or the Australian Collateral Party, as applicable (c) is fully insured, (d) is subject to
a first priority security interest in and lien upon such goods (and any insurance proceeds in
respect thereof) in favor of Agent (except for any possessory lien upon such goods in the
possession of a freight carrier or shipping company securing only the freight charges for the
transportation of such goods to such Borrowers or the Australian Collateral Party), (e) is
evidenced or deliverable pursuant to a valid and binding bill of lading (i) issued by a reputable
shipping company or its accredited agent, (ii) bearing a description of the relevant Inventory
either in general or particular terms, and (iii) made out to or otherwise endorsed in favour of the
Borrowers or the Australian Collateral Party, as applicable, an original of which (together with
any required number of non-negotiable copies) has been delivered to Agent or an agent acting on its
behalf or designating Agent as consignee, (f) has been shipped by a Foreign Subsidiary of the
Credit Parties or, in the case of the Australian Collateral Party, has been shipped by any other
Credit Party organized or incorporated in a jurisdiction other than its respective jurisdiction of
incorporation, and (g) is otherwise deemed to be “Eligible Inventory” hereunder.”




     ““GAAP” means generally accepted accounting principles in the United States of America
(or in the case of the Australian Collateral Party, generally accepted accounting principles in
Australia) consistently applied, as such term is further defined in Annex G to this Agreement.”




     ““Priority
Payables Reserve” means all Liens created by applicable law (in contrast
with Liens voluntarily granted) which rank or are capable of ranking pan passu with Agent’s Lien
against all or part of the Collateral, including for



6









 






amounts owing for vacation pay, employee deductions and contributions, goods and
services taxes, sales taxes, realty taxes, business taxes, workers’ compensation,
pension plan or fund obligations and overdue rents (to the extent, in the case of
rents, that such rents are not already the subject of a reserve) in Australia.”




(j) Annex C to the Credit Agreement is hereby amended by amending and
restating clause (a) thereof to read in its entirety as follows:




     “(a) On or before the Closing Date and until the Termination Date, each
Collateral Party shall (i) establish lock boxes (“Lock Boxes”) or with respect to
accounts in Canada, Australia or the United Kingdom or otherwise at Agent’s
discretion, blocked accounts, at one or more of the banks set forth in Disclosure
Schedule (3.19) (each, a “Relationship Bank”), which banks shall be reasonably
satisfactory to Agent, and shall request in writing and otherwise take such
reasonable steps to ensure that all Account Debtors forward payment directly to such
Lock Boxes, and (ii) deposit and cause each Subsidiary which is a Guarantor (other
than the Australian Collateral Party) to deposit or cause to be deposited promptly,
and in any event no later than the first Business Day after the date of receipt
thereof, all cash, checks, drafts or other similar items of payment relating to or
constituting payments made in respect of any and all Collateral not otherwise
delivered to a Lock Box into the JPMorgan Chase Bank, N.A. accounts listed on
Disclosure Schedule (3.19) (collectively, the “JPMC Account”); provided, however
that no more than $200,000 in the aggregate may be maintained in the JPMC Account
and, in the event that the balance in JPMC Account exceeds $200,000, the Collateral
Parties shall promptly (and in any event within one (1) Business Day) transfer funds
to the Master Disbursement Account (as defined below) at least in the amount of such
excess. On or before the Closing Date, the Collateral Parties (except for the
Australian Collateral Party) shall have established a master depository account in
their name (the “Joint Account”) at a Relationship Bank into which all items
deposited into the Lock Boxes are swept on a daily basis.”




(k) Exhibit 2.2 shall be added to the Credit Agreement after Exhibit 1.5(e)
therein in the form of Exhibit 2.2 hereto.


2. Representations and Warranties of Credit Parties. The Credit Parties
represent and warrant that:





     (a) the execution, delivery and performance by the Credit Parties of this
Amendment have been duly authorized by all necessary corporate action required on its part
and this Amendment is a legal, valid and binding obligation of the Credit Parties enforceable
against the Credit Parties in accordance with its terms except as the enforcement thereof may
be subject to (i) the effect of any applicable bankruptcy, insolvency, reorganization,
moratorium or similar laws affecting creditors’ rights generally and (ii) general principles
of equity (regardless of whether enforcement is sought in a proceeding in equity or at law);
and



7









 






     (b) after giving effect to this Amendment, each of the representations and
warranties contained in the Credit Agreement is true and correct in all material respects on
and as of the date hereof as if made on the date hereof, except to the extent that such
representations and warranties expressly relate to an earlier date.


3.
Conditions To Effectiveness. This Amendment shall be effective upon the following (all in
form and substance satisfactory to Agent):





     (a) execution and delivery of this Amendment by Agent, the Requisite
Lenders and the Credit Parties; and




     (b) payment in full of all fees, costs and expenses, including the reasonable
fees, costs and expenses of counsel or other advisors for advice, assistance, or other
representation in connection with this Amendment, as provided in Section 11.3(a) of
the Credit Agreement.




4. Reference To And Effect Upon The Credit Agreement.




     (a) The Credit Agreement and the other Loan Documents shall remain in full force and
effect, as amended hereby, and are hereby ratified and confirmed.




     (b) The execution, delivery and effectiveness of this Amendment shall not (i) operate
as a waiver or otherwise prejudice any right, power or remedy that the Agent or the Lenders
may now have or may have in the future under or in connection with the Credit Agreement or
any other Loan Document or (ii) constitute a waiver of any provision of the Credit Agreement
or any Loan Document, except as specifically set forth herein. Upon the effectiveness of
this Amendment, each reference in the Credit Agreement to “this Agreement”, “herein”,
“hereof” and words of like import and each reference in the Credit Agreement and the Loan
Documents to the Credit Agreement shall mean the Credit Agreement as amended hereby. This
Amendment shall be construed in connection with and as part of the Credit Agreement.



5. Governing Law. THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH
THE INTERNAL LAWS (AS OPPOSED TO CONFLICTS OF LAWS PROVISIONS) OF THE STATE OF NEW YORK.



6. Headings. Section headings in this Amendment are included herein for convenience of
reference only and shall not constitute a part of this Amendment for any other purposes.



7. Counterparts. This Amendment may be executed in any number of counterparts, each of
which when so executed shall be deemed an original, but all such counterparts shall constitute one
and the same instrument.



8. Reaffirmation of Guaranties. The Credit Parties signatory hereto hereby reaffirm their
Guaranties of the Obligations, taking into account the provisions of this Amendment.



[signature pages follow]




8









 





     IN WITNESS WHEREOF, the parties hereto have executed and delivered this Amendment as
of the date first written above.



	 	 	 	 	 
	 	LENDER:



GENERAL ELECTRIC CAPITAL

CORPORATION,

as Agent and Lender

 	 
	 	By:  	/s/
[ILLEGIBLE]
 	 
	 	 	Duly Authorized Signatory 	 
	 	 	 	 
	 



[Signature Page to First Amendment to Third Amended and Restated Credit Agreement]





 












 





	 	 	 	 	 
	 	CREDIT PARTIES:



THERMADYNE INDUSTRIES, INC.

 	 
	 	By:  	/s/ Steven A. Schumm
 	 
	 	Name:  	Steven A. Schumm 	 
	 	Title:  	EVP - CFO -  CAO 	 



	 	 	 	 	 
	 	THERMAL DYNAMICS CORPORATION

 	 
	 	By:  	/s/ Steven A. Schumm
 	 
	 	Name:  	Steven A. Schumm 	 
	 	Title:  	EVP - CFO -  CAO 	 
	 
	 	VICTOR EQUIPMENT COMPANY

 	 
	 	By:  	/s/ Steven A. Schumm
 	 
	 	Name:  	Steven A. Schumm 	 
	 	Title:  	EVP - CFO -  CAO 	 
	 
	 	C & G SYSTEMS, INC.

 	 
	 	By:  	/s/ Steven A. Schumm
 	 
	 	Name:  	Steven A. Schumm 	 
	 	Title:  	EVP - CFO -  CAO 	 
	 
	 	STOODY COMPANY

 	 
	 	By:  	/s/ Steven A. Schumm
 	 
	 	Name:  	Steven A. Schumm 	 
	 	Title:  	EVP - CFO -  CAO 	 
	 



[Signature Page to First Amendment to Third Amended and Restated Credit Agreement]





 









 








	 	 	 	 	 
	 	THERMADYNE INTERNATIONAL CORP.

 	 
	 	By:  	/s/ Steven A. Schumm
 	 
	 	Name:  	Steven A. Schumm 	 
	 	Title:  	EVP - CFO -  CAO 	 
	 
	 	THERMADYNE HOLDINGS CORPORATION 

 	 
	 	By:  	/s/ Steven A. Schumm
 	 
	 	Name:  	Steven A. Schumm 	 
	 	Title:  	EVP - CFO -  CAO 	 
	 
	 	C&G SYSTEMS HOLDING, INC.

 	 
	 	By:  	/s/ Steven A. Schumm
 	 
	 	Name:  	Steven A. Schumm 	 
	 	Title:  	EVP - CFO -  CAO 	 
	 
	 	THERMADYNE AUSTRALIA PTY LTD.

 	 
	 	By:  	/s/ Steven A. Schumm
 	 
	 	Name:  	Steven A. Schumm 	 
	 	Title:  	EVP - CFO -  CAO 	 
	 



[Signature Page to First Amendment to Third Amended and Restated Credit Agreement]





 









 








	 	 	 	 	 
	 	DUXTECH PTY LTD.

 	 
	 	By:  	/s/ Steven A. Schumm
 	 
	 	Name:  	Steven A. Schumm 	 
	 	Title:  	EVP - CFO -  CAO 	 
	 
	 	CIGWELD PTY LTD.

 	 
	 	By:  	/s/ Steven A. Schumm
 	 
	 	Name:  	Steven A. Schumm 	 
	 	Title:  	EVP - CFO -  CAO 	 
	 
	 	QUETALA PTY. LTD.

 	 
	 	By:  	/s/ Steven A. Schumm
 	 
	 	Name:  	Steven A. Schumm 	 
	 	Title:  	EVP - CFO -  CAO 	 
	 
	 	QUETACK PTY. LTD.

 	 
	 	By:  	/s/ Steven A. Schumm
 	 
	 	Name:  	Steven A. Schumm 	 
	 	Title:  	EVP - CFO -  CAO 	 
	 
	 	THERMADYNE WELDING PRODUCTS
CANADA LIMITED

 	 
	 	By:  	/s/ Steven A. Schumm
 	 
	 	Name:  	Steven A. Schumm 	 
	 	Title:  	EVP - CFO -  CAO 	 
	 
	 	THERMADYNE INDUSTRIES LIMITED

 	 
	 	By:  	/s/ Steven A. Schumm
 	 
	 	Name:  	Steven A. Schumm 	 
	 	Title:  	EVP - CFO -  CAO 	 
	 



[Signature Page to First Amendment to Third Amended and Restated Credit Agreement]





 









 








EXHIBIT 2.2

to

CREDIT AGREEMENT




FORM OF NOTICE OF CASH COLLATERAL RELEASE




[VIA FAX/EMAIL]




                                        ,
                    



[General Electric Capital Corporation,

for itself, as Lender, and as Agent

for Lenders

500 West Monroe Street

Chicago, Illinois 60661]




[GE Commercial Corporation (Australia) Pty Ltd

Level 5 420 St. Kilda Road

Melbourne, Victoria 3000]





			
	Attention:	 	Thermadyne Holdings Corporation,

Account Manager





Ladies and Gentlemen:




          This
notice by Cigweld Pty Ltd., a
                    (the
“Credit Party”) refers to the
Second Amended and Restated Credit Agreement, dated as of November 22, 2004 (the “Credit
Agreement,” the terms defined therein being used herein as therein defined), by and among the
undersigned, the other persons named therein as Borrowers, the other Credit Parties signatory
thereto, General Electric Capital Corporation, a Delaware corporation, for itself, as Lender, and
as Agent for Lenders, and Lenders. Pursuant to Section 2.2 of the Credit Agreement, that
the undersigned hereby requests the release of funds from the Australian Blocked Account (the “Cash
Collateral Release”), and in that connection sets forth below the information relating to such
request as required by Section 2.2 of the Credit Agreement:





	 	1.	 	The date of the requested Cash Collateral Release is                                         ,                     .
	 
	 	2.	 	The aggregate amount of the requested Cash Collateral Release is
$                                         .
	 
	 	3.	 	The total value of the Credit Party’s Collateral located
outside of Victoria, Australia does not exceed AUS$8,000,000 on the date hereof.
	 
	 	4.	 	The landlord of the leased property located at 71 Gower Street,
Preston, Victoria, Australia, has not declared that the Credit Party is in
default nor is the Credit Party in default under the terms of such lease.





 









 






	 	5.	 	The requested Cash Collateral Release is to be sent to:




[Name of Bank]

[City of Bank]

Beneficiary:

Account No.: [number]

ABA No.: [number]

Attn: [name]




[signature page follows]




 









 





          The undersigned hereby certifies that all of the conditions to the release of cash
collateral set forth in Section 2.2 of the Credit Agreement have been met.




	 	 	 	 	 
	 	CIGWELD PTY LTD.

 	 
	 	By:  	 	 
	 	Name:  	 	 
	 	Title:  	 	 



Agreed to and accepted by:




THERMADYNE HOLDINGS CORPORATION





	 	 	 	 	 
	By:  	 	 	 
	Name:  	 	 	 
	Title:  	 	 	 





GENERAL ELECTRIC CAPITAL CORPORATION,

as Agent and Lender




	 	 	 	 	 
	By:  	
 	 	 
	 	Duly Authorized Signatory