Exhibit 10.2


 


PURCHASE AGREEMENT


 


This PURCHASE AGREEMENT
(this “Agreement”), dated as of
December 22, 2005, by and among SOLDADURAS
PCR SOLTEC LIMITADA (“SOLDADURAS”),
a limited liability company organized and existing pursuant to the laws of the
Republic of Chile, with its principal place of business at El Bosque Norte 040,
Office 605, Comuna of Las Condes, Santiago, Chile, and PENTA CAPITAL DE RIESGO S.A., a private
stock corporation organized and existing pursuant to the laws of the Republic
of Chile, with its principal place of business at El Bosque Norte 040, 15th
Floor, Comuna of Las Condes, Santiago, Chile, parent company of SOLDADURAS (“PCR”; PCR collectively with SOLDADURAS, the
“Buyers”); and THERMADYNE CHILE HOLDINGS, LTD., a company
organized and existing pursuant to the laws of the Cayman Islands, having its
registered offices at One Capital Place, Shedden Road, P.O. Box 1034 GT, Grand
Cayman, Cayman Islands (“TCHL”),
and THERMADYNE SOUTH AMERICA HOLDINGS, LTD.,
a company organized and existing pursuant to the laws of the Cayman Islands,
having its registered offices at One Capital Place, Shedden Road, P.O. Box 1034
GT, Grand Cayman, Cayman Islands, (“TSAH”;
TSAH, collectively with TCHL, the “Sellers”)
with respect to the sale of the ownership interests in SOLDADURAS SOLTEC LIMITADA (“Soltec”) and COMERCIALIZADORA METALSERVICE LIMITADA (“Metalservice), both limited liability
companies organized pursuant to the laws of the Republic of Chile (collectively
with any subsidiaries, branches or agencies thereof, the “Companies”).


 


RECITALS:


 


WHEREAS,
TCHL is the legal and beneficial owner of 99.9% of the outstanding equity
capital interests in Soltec and of a 0.11% of the outstanding equity capital
interests in Soltec’s subsidiary, Metalservice (collectively, the “TCHL
Ownership Interests”);


 


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WHEREAS,
TSAH is the legal and beneficial owner of 0.1% of all of the outstanding equity
capital interests in Soltec (the “TSAH Ownership Interests”; the TCHL Ownership
Interests and the TSAH Ownership Interests sometimes collectively referred to
herein as the “Ownership Interests”);


 


WHEREAS,
the Ownership Interests, together with Soltec’s direct holding of 99.89% of the
remaining equity capital interest in Metalservice, represent all of the equity
capital interests in the Companies currently outstanding;


 


WHEREAS,
Sellers promise to sell to Buyers, and Buyers promise to purchase from Sellers,
the Ownership Interests, all in accordance with the provisions of this Agreement;
and


 


WHEREAS,
each of TCHL, SOLDADURAS and PCR desires to make certain representations,
warranties and agreements in connection with the sale and acquisition of the
Ownership Interests.


 


NOW,
THEREFORE, in consideration of the mutual covenants,
representations, warranties and agreements herein contained, the parties hereto
agree as follows:


 


ARTICLE I


DEFINITIONS


 


SECTION 1.1                          Definitions:  For purposes of this Agreement, the term:


 


(a)                                  “Accountants” has the meaning set forth in
Section 2.3(f).


 


(b)                                 “Affiliate” means a person that directly or
indirectly, through one or more intermediaries, controls, is controlled by, or
is under common control with, another person.


 


(c)                                  “Audited Financial Statements” means the
audited


 


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consolidated balance sheet and
related statements of income, partners’ equity and cash flow of the Companies
at December 31, 2004.


 


(d)                                 “Debt” means any interest bearing debt of
the Companies existing at the Closing Date, including, without limitation,
financial leases and debt with related parties.


 


(e)                                  “Cash” has the meaning set forth in Section
2.3(a).


 


(f)                                    “Chilean GAAP” has the meaning set forth in
Section 2.3(a).


 


(g)                                 “Closing” means the completion of the sale
and purchase of the Ownership Interests by the execution of the Transfer
Documents and the payment of the Purchase Price contemplated in this Agreement,
all of which shall occur on the Closing Date.


 


(h)                                 “Closing Date” means twelve hours noon in
Santiago, Chile, on January 3, 2006.


 


(i)                                     “Closing Financial Statements” means the
audited consolidated balance sheet of the Companies as of December 31, 2005,
and the related audited statements of income, partners’ equity and cash flow of
the Companies as of December 31, 2005.


 


(j)                                     “contract” means any contract, agreement,
loan, instrument, lease, sales contract, mortgage, pledge, license,
distribution, insurance policy, commitment or other arrangement or agreement.


 


(k)                                  “Currency Conversion Rate” means, either in
respect of sums designated in Ch$ or US$ that need be converted into the other
currency, for any calculation, determination of value, price adjustment,
payment or reimbursement to be made, disbursement to be incurred or for any
other purpose whatsoever, as required pursuant to the terms of this Agreement,
the US$ - Ch$ exchange rate so-called “Dólar Observado” quoted by the Central
Bank of


 


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Chile for the transaction of
United States Dollars with Chilean Pesos and published on the business day on
which any such conversion is required to be made, shall be applied.


 


(l)                                     “Governmental Authority” means any nation or
government, any state or other political subdivision thereof and any entity
exercising executive, legislative, judicial, regulatory or administrative
functions of or pertaining to government.


 


(m)                               “Lien” means any liens, pledges, claims,
security interests, mortgages, easements, rights of way, restrictive covenants,
rights of first refusal, material defects in title and other burdens.


 


(n)                                 “Net Debt”
means Debt minus Cash.


 


(o)                                 “Net Working Capital” has the meaning set
forth in Section 2.3(a).


 


(p)                                 “Ownership Interests” has the meaning set
forth in the second Recital hereof.


 


(q)                                 “persons” means and includes any individual,
partnership, corporation, unincorporated organizations or other entity, and any
government or governmental authority, agency or political subdivision thereof.


 


(r)                                    “Purchase Price” has the meaning set forth
in Section 2.2.


 


(s)                                  “Salas” has the meaning set forth in Section
2.3(a).


 


(t)                                    “Salas Certificate” has the meaning set
forth in Section 2.3(a).


 


(u)                                 “Schedules” are those disclosure schedules
annexed to this Agreement, all of which will be considered to form part of this



 


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Agreement.


 


(v)                                 “Subsidiary” means, with respect to any
person, any corporation, partnership, joint venture or other entity of which
such person, directly or indirectly, owns an amount of voting securities, or
possesses other ownership interests, having the power, direct or indirect, to
elect a majority of the board of directors or other governing body thereof.


 


(w)                               “Supply Agreements” refers to agreements referenced on
Exhibit 7.2.5.


 


(x)                                   “Taxes” means any and all taxes, fees,
duties and similar governmental charges (including any interest, penalties or
additions to tax imposed in connection therewith or with respect thereto)
including, without limitation, taxes imposed on, or measured by, income or
profits, and value added, sales, service, real or personal property, license,
payroll, withholding, employment, social security, unemployment, stamp, gains
taxes, and customs duties.


 


(y)                                 “Tax Returns” means any report, return or
statement required to be supplied to the Tesorería
General de la República de Chile and/or the Servicios de Impuestos Internos de Chile,
in connection with Taxes.


 


(z)                                   “TCHL Ownership Interests” has the meaning
set forth in the first Recital hereof.


 


(aa)                            “Thermadyne Industries, Inc.” refers to the parent
corporation of the Sellers and is a Corporation duly existing under the laws of
Delaware, United States of America.


 


(bb)                          “Transfer Documents” has the meaning set
forth in Section 2.5 hereof.


 


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(cc)                            “TSAH Ownership Interests” has the meaning
set forth in the second Recital hereof.


 


(dd)                          “Underlying Asset” means any and all right, good or asset of
any kind, whether real estate or movable, tangible or intangible, held either
as owner, tenant, licensee, or at any other title, as accounted for and
registered in any of Soltec’s and/or Metalservice’s records.


 


(ee)                            “US$” means United States Dollars; and “Ch$”
means Chilean Pesos.


 


ARTICLE II


PURCHASE AND SALE


 


SECTION 2.1                          Purchase
and Sale.   On the terms and subject to the conditions
hereof, Sellers hereby promise to sell, assign, transfer and convey to Buyers
on the Closing Date, and Buyers hereby promise to purchase and acquire from
Sellers on the Closing Date, all right, title and interest in and to the
Ownership Interests, with all rights attaching to them as of the Closing Date,
free and clear of all Liens, for the purchase price set forth in Section 2.2
(subject to adjustments pursuant to Section 2.3), as follows:


 


(i)                                     SOLDADURAS
shall purchase and acquire from TCHL the TCHL Ownership Interests, and


 


(ii)                                  PCR
shall to purchase and acquire from TSAH the TSAH Ownership Interests.


 


SECTION 2.2                          Purchase
Price.   (a) The aggregate purchase price for the
Ownership Interests is the amount of US$ 7,000,000 (the “Purchase Price).


 


(b)                                 The
Purchase Price shall be paid by means of a bank transfer


 


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to the following account:


 


JP
Morgan Chase Bank


One Chase Plaza


New York, New York 10005


ABA #021000021


Swift Code: CHASUS33


 


Account number:  10-19033


Account name:  Thermadyne Industries Inc


 


Referencing:


On behalf of Thermadyne Chile Holdings, Ltd
and Thermadyne South America Holdings, Ltd.


 


as follows:


 


	
  SELLER

  	
   

  	
  PURCHASE PRICE

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  - TCHL for 99.9% of Soltec

  	
   

  	
  US$

  	
  6,543,457

  	
   

  
	
  - TCHL for 0.11% of Metalservice

  	
   

  	
  US$

  	
  450,000

  	
   

  
	
  - TSAH for 0.1% of Soltec

  	
   

  	
  US$

  	
  6,543

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  TOTAL

  	
   

  	
  US$

  	
  7,000,000

  	
   

  



 


(c)                                  If
either Party fails to close on the Closing Date for any reason other than just
cause, the failing Party shall pay to the other an amount of U.S.
$750,000.  If the failure was for just
cause, then the Parties will set a revised Closing Date that is within 48 hours
of the original Closing Date.


 


SECTION 2.3                          Adjustments
to the Purchase Price


 


(a)                                  Within 15 calendar
days following the Closing Date, at


 


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the expense of Soltec, the
auditors’ firm Salas y Cía. Ltda. (“Salas”) will deliver to Sellers and Buyers,
duly certified by Salas and audited on a consolidated basis as of the December
31, 2005, the Closing Financial Statements and a certificate (“Salas
Certificate”) setting forth such auditors’ calculation of (i) total Cash and
Debt of the Companies as of December 31, 2005 as determined from the Closing
Financial Statements; for these purposes “Cash” shall mean cash and cash
equivalents (meaning by cash equivalents such instruments or investments easily
cashable or of such high liquidity that make them virtually as good as cash,
e.g.: mutual funds quotas/shares, banking term deposits, etc.); and (ii) the
Companies’ Adjusted Net Working Capital as of December 31, 2004 (the
Ch$2,044,239,000 as per Annex A divided by the annual sales of December 31,
2004 of Ch$ 4,307,034,000 and multiplied by the sales of the last twelve months
to December 31, 2005), and the Companies’ Net Working Capital as of December
31, 2005; for these purposes, “Net Working Capital” shall mean current assets
of the Companies (excluding cash and cash equivalents) minus current
liabilities (excluding financial debt, leases and debt with related companies).


 


All these calculations shall be
made in Ch$ and, when and as required for payments to Sellers, if any under the
terms hereunder, shall be converted into US$ at the Currency Conversion Rate.


 


Annex A shows the calculations
of Cash, Debt and Net Working Capital as of December 31st, 2004.


 


The Closing Financial
Statements shall be prepared in accordance with Chilean generally accepted
accounting policies and practices (“Chilean GAAP”) and on a basis consistent
with the preparation of the Audited Financial Statements.  The Closing Financial Statements (i) shall be
prepared without regard to any of the effects of the closing of the
transactions contemplated hereby, and (ii) shall reflect all proposed audit
adjustments determined


 


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by Salas to be necessary in
order to present the Closing Financial Statements in accordance with Chilean
GAAP on a basis consistent with such accounting policies and practices.


 


(b)                                 In
connection with the preparation of the Closing Financial Statements and on a
date mutually satisfactory to the parties, a physical inventory of all raw
materials, work-in-progress and finished goods inventories owned by the
Companies shall be taken by Salas to determine the Companies’ inventory as of
December 31, 2005, with the assistance of representatives of Buyers and TCHL,
and observed by Buyers and TCHL, or their respective representatives.  Each of Buyers and TCHL shall have the
opportunity to examine the work papers, schedules and other documents prepared
by the Companies and Salas in connection with the preparation of the Closing
Financial Statements and the Salas Certificate.


 


                                                (c)                                  On
the basis of the Closing Financial Statements and the Salas Certificate, the
Purchase Price shall be subject to adjustment (i) for the amount of Net Debt
(or net Cash) as of December 31, 2005, and (ii) for the difference between the
Net Working Capital of the Companies as of December 31, 2005 and the Adjusted
Net Working Capital as of December 31, 2004, in each case as set forth on the
Salas Certificate.


 


(d)                                 The
Salas Certificate will reflect a net amount in favor of Buyers or Sellers, as
applicable, for these price adjustments, which will be paid to the appropriate
party entitled thereto. Should the said price adjustments result in a payment
due to Sellers, then such amount shall be held by Buyers for a period of 110
days from the Closing Date, as a guarantee of the obligations and payment of
eventual liabilities of Sellers arisen hereunder towards Buyers, including
without limitation, the circumstance that any of the representations and
warranties made by Sellers under Article III hereof may be found incorrect,


 


9





















 


inexact or false. Once Buyers
have applied the price adjustments to compensate the damages pursuant to the
above, the remaining amount shall be promptly paid to Sellers in US$ at the
Currency Conversion Rate on the Closing Date by bank transfer to the account
specified in Section 2.2(b).


 


(e)                                  For
the purpose of the Purchase Price adjustments referred to in paragraphs (c) and
(d) of this Section 2.3, the Closing Financial Statements and the Salas
Certificate shall be final and binding on both parties unless, within 10
calendar days after delivery of such documents to them, notice is given by any
of Buyers and/or Sellers to the other party of their objection, setting forth
in reasonable detail Buyers’ and/or Sellers’ basis for objection.  If a notice of objection is given, Buyers and
Seller shall consult with each other with respect to the objection.  Any amount that is not in dispute will be
promptly paid by the appropriate party obligor thereto pursuant to paragraphs
(d) and (g) of this Section 2.3.  If
Buyers and TCHL are unable to reach agreement within 15 calendar days after the
notice of objection has been given, circumstance that shall not be necessary to
be evidenced to third parties, the dispute shall be referred for resolution to
PriceWaterhouseCoopers, Santiago, Chile, (the “Accountants”) as promptly as
practicable on the terms set forth in paragraph (f) of this Section 2.3.


 


(f)                                    The
Accountants will make a determination as to each of the items in dispute, which
determination will be (i) in writing, (ii) furnished to each of the parties hereto
within the term of 15 calendar days after the items in dispute have been
referred to the Accountants, (iii) made in accordance with this Agreement, and
(iv) conclusive and binding upon each of the parties hereto.  In connection with their determination of the
disputed items, the Accountants will be entitled - but will not be obligated -
to rely on the working papers, trial balances and similar materials prepared by
Salas in connection with such firm’s examination of


 


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the financial statements of the
Companies, and the fees and expenses of the Accountants will be shared equally
by Buyers and TCHL.  Each of Buyers and
TCHL will use reasonable efforts to cause the Accountants to render their
decision within the timeframe described above, including without limitation by
promptly complying with all reasonable requests made by the Accountants for
information, books, records and similar items.


 


(g)                                 Except as otherwise
provided herein, any payments required to be made pursuant to this Section 2.3
shall be payable in US$ and in same day funds at the Currency Conversion Rate,
by means of a bankers’ draft or a certified bank check (vale vista bancario) issued by a prime
bank established in Santiago, Chile, and shall bear interest from the Closing
Date to and including the date of such payment at a rate per annum equal to
5.0%. Any payments pursuant to this Section 2.3 shall be treated for all
purposes as an adjustment to the Purchase Price.


 


SECTION 2.4                          Withholding
taxes on Purchase Price.   Any and all payment of the Purchase Price,
whether at Closing Date or in regard to the adjustments of price, according to
section 2.3 above, shall be subject to any and all applicable tax and charge
under Chilean law, including, without limitation, articles 60 and 74 of the
Chilean Income Tax Law (DL 824) which provide a 20% taxation rate. Should the Buyers be required under Chile’s
Income Tax Act or other applicable tax law in Chile to deduct or withhold from
or in respect of the Purchase Price and/or its adjustments any income tax, then
Buyers shall make such deduction or withholding and shall within the next 24
hours of making such deduction or withholding pay the full amount deducted or
withheld to the Tesorería General de la República
or the relevant Chilean taxation authority in accordance with Chilean
applicable tax laws. Within two Chilean business days from the date Buyers made
such deduction or withholding and made such tax payment, Buyers


 


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shall deliver to TCHL evidence reasonably
satisfactory to TCHL that the tax deduction or withholding has been
appropriately paid to the Tesorería General
de la República or other relevant Chilean taxation authority.


 


SECTION 2.5                          Transfers.   (i)  On the Closing Date, each of Sellers shall
transfer its Ownership Interests to Buyers as set forth in Section 2.1 above,
with all rights attaching to them as of the Closing Date, including all rights
to payments, dividends and/or withdrawals or distribution of funds, by
executing a notarial deed amending the by-laws of each of Soltec and
Metalservice, the forms of which notarial deeds are attached hereto as Exhibit
A (the “Transfer Documents”).


 


(ii)   At
Closing, each of Sellers and Buyers shall execute the respective notarial deeds
in form and substance satisfactory to Sellers and Buyers documenting this
transaction and simultaneously amending the by-laws of each of Soltec and
Metalservice so as to properly evidence thereto the purchase of the Ownership
Interests by Buyers, the form of which is attached hereto as Exhibit A, and an
excerpt of which shall be duly published in the Official Gazette and registered
in the Commerce Registry of Santiago, Chile, promptly after the Closing.


 


(iii)   Each of
Sellers and Buyers shall waive the right to seek the rescission of any of the
Transfer Documents (acción resolutoria)
that may derive from any breach or failure to fully comply with this Agreement
and/or the Transfer Documents.


 


SECTION 2.6                          Closing
Date.   Closing shall take place on
the Closing Date at the offices of Eyzaguirre & Cía, located at El Golf
No.40, 15th Floor, Las Condes, Santiago, Chile, or on such other
date or at such other place as the parties may mutually agree upon in writing.


 


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SECTIONS 2.7                 Further Access
for Due Diligence.   Sellers have had access to persons authorized
by Buyers, including but not limited to the officers, employees and accountants
of Fidelitas Servicios y Asesorías Ltda., and the members of the law firm of
Alcaíno Rodríguez Sahli Abogados, and have had unrestrained access to the
premises of each of the Companies for the purposes of inspecting its assets,
liabilities, inventories, accounting books, contracts, records and other
documents. Until the Closing Date, Buyers may request additional access to the
Companies from the Sellers, and Sellers will grant this access during normal
operating hours and in a manner to avoid interference with any of the Companies
normal business.


 


SECTION 2.8                          Conduct
of Business Prior to the Closing Date.   TCHL, with the consent of TSAH, undertakes
for the benefit of Buyers that starting from and after the date of this
Agreement and until the Closing Date, it will procure that Soltec and Metalservice:


 


(a)                                  operate
and conduct their business and preserve their goodwill in the ordinary course
of business, in accordance with sound commercial practices, and in compliance
with applicable laws and regulations;


 


(b)                                 maintain
all of their (i) assets in as good a state of operating condition and repair as
they are on the date of this Agreement, except for ordinary depreciation and
wear and tear; (ii) inventories at such levels as are reasonable and sufficient
for the ordinary conduct of business; and (iii) do not, without the prior
written consent of Buyers, engage in levels of trading with persons related to
Sellers which are materially different from historical levels of such trading;


 


(c)                                  maintain
their existing business in accordance with current budget and marketing plans,
without incurring in any new liabilities (whether present or future, actual or
contingent),


 


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and do not enter into any
additional marketing ventures without the prior written consent of Buyers;


 


(d)                                 take
no action or actions which will interfere with the consummation of the Closing
hereunder in accordance with the terms of this Agreement; and


 


(e)                                  make
no distribution of dividends, profits or any fund in general, and/or capital;
and


 


(f)                                    Regardless
of whether the transactions contemplated by this Agreement are consummated,
each of the parties will, unless otherwise specified hereunder, bear its own
legal and accounting costs and other expenses incidental to the execution and
completion of this Agreement.


 


ARTICLE III


REPRESENTATIONS AND WARRANTIES OF SELLERS


 


TCHL, and TSAH, but the latter
only when expressly mentioned, either individually or collectively within the
term Sellers, hereby represent and warrant to Buyers as set forth below:


 


SECTION 3.1                          Organization
and Qualification.   Sellers represent and warrant that each of
Soltec and Metalservice is a limited liability company duly organized, validly
existing and in good standing under the laws of the Republic of Chile, and that
each of Sellers are corporations duly organized, validly existing and in good
standing under the laws of their jurisdiction of incorporation; and that each
of Soltec, Metalservice and Sellers have all requisite corporate power and
authority to own, operate and lease their respective properties and to carry on
their business as they are now being conducted. TCHL represents and warrants,
further, that each of the Companies is qualified to do business and is in good
standing in every jurisdiction where the nature of the business conducted by it
or the properties owned or


 


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leased by it require
qualification.


 


SECTION 3.2                          Authorizations.   Each
of Sellers represents and warrants that it has full corporate power and
authority to execute and deliver this Agreement and to consummate the
transactions contemplated hereby.  The
execution and delivery of this Agreement by each of Sellers, the performance by
Sellers of their obligations and agreements hereunder and the consummation by
Sellers of the transactions contemplated hereby, have been duly authorized by
each of Sellers’ Board of Directors. No other corporate action on the part of
any of Sellers is necessary to authorize the execution and delivery of this
Agreement. This Agreement constitutes a valid and legally binding obligation of
each of Sellers, enforceable against each of them in accordance with its terms,
except as such enforceability may be limited by bankruptcy, insolvency or other
laws affecting generally the enforceability of creditors’ rights.


 


SECTION 3.3                          No
Violation.   Neither the execution
and delivery of this Agreement by each of TCHL and TSAH and the performance by
each of them of their obligations hereunder nor the consummation by them of the
transactions contemplated hereby will violate, conflict with or result in any
breach of any provision of the Estatutos
Sociales or equivalent documents of Sellers or the Companies; TCHL
represents and warrants, further, that none of the above actions will: (a) violate,
conflict with or result in a violation or breach of, or constitute a default or
give raise to any right of termination or acceleration (with or without due
notice or lapse of time or both) or result in the acceleration of any payment
under the terms, conditions or provisions of any note, mortgage, or any
license, lease or agreement to which TCHL or the Companies are party of or by
which any of their assets are bound, provided, however, that the prior written
consent of Thermadyne Holdings Corporation’s creditor banks needs be obtained
in respect of Sellers and, therefore, is subject to such consent being obtained
or waived, (b) violate any order, writ,


 


15





















 


judgment, injunction, decree,
statute, rule or regulation of any court or Governmental Authority applicable
to TCHL or the Companies or any of their assets, or (f) result in the creation
of any Lien.


 


SECTION 3.4                          Effects
of Agreement.   Neither the execution
and delivery of this Agreement by Sellers and the performance by Sellers of
their obligations hereunder, nor the consummation of the transactions
contemplated hereby, will (a) violate, conflict with or result in a breach of
any provision of the organizational documents of Sellers or the Companies, (b)
violate any statute, regulation, order, judgment, or decree of any court or
governmental agency binding on any of the Sellers or any of the Companies, (c)
conflict with, result in a breach of any of the terms of, constitute a default
under, result in the termination of, or result in the creation of any Lien
pursuant to the terms of, any material contract or agreement to which Sellers
or the Companies are a party.


 


SECTION 3.5                          Ownership
of Interests and Underlying Assets (1).   (i) The
Sellers are both the exclusive legal and beneficial owners of the Ownership
Interests, free and clear of any Liens, and (ii) such ownership does not
violate any statute, ordinance, regulation, order, judgment, or decree of any
court or governmental agency of Chile or otherwise binding on any of them. (2)
Any and all Underlying Asset is owned, held or possessed as accounted in any of
Soltec’s and/or Metalservice’s records and is held free and clear from any
encumbrance, litigation, claim and/or dispute of any nature, shape or form,
except as set forth on Exhibit 3.9. Furthermore, both (1) and (2) are currently
in a good material and legal standing, fit to be destined to the purposes it
was acquired whether as owner or as holder.


 


SECTION 3.6                          Consents
and Approvals.   No filing or registration with, no notice to
and no permit, authorization, consent or approval of any Governmental Authority
is necessary for the


 


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consummation by Sellers of the
transactions contemplated by this Agreement, other than consents,
registrations, approvals, authorizations, permits, filings or notifications
which have already been obtained or made, as appropriate.


 


SECTION 3.7                          Accurate
Information.   To Seller’s knowledge, no material information
has been omitted to be furnished or disclosed by or on behalf of Sellers to
Buyers in respect of them or in respect of the Companies which, if furnished or
disclosed, would be likely to lead a proposing buyer for value of the Ownership
Interests (i) to reduce its assessment of the value thereof, or (ii) to reverse
its decision to purchase the Ownership Interests.


 


SECTION 3.8                          Audited
Financial Statements.   The Audited Financial Statements:


 


(a)                                  comply
with the provisions of applicable law and have been prepared in accordance with
Chilean GAAP, and are complete and accurate in all material respects; and


 


(b)                                 give
a true and fair view of all of the assets and liabilities (whether present or
future, actual or contingent) and of the state of affairs of the Companies as
of December 31, 2004.


 


SECTION 3.9                          Liens
on Assets.   Except as set forth on Exhibit 3.9, the
Companies (i) have not created or agreed to create or suffer from nor will
prior to the Closing Date create or agree to create or suffer from any Lien
over any part of their undertaking or assets; and (ii) have and will at the
Closing Date have full beneficial interest in and good and marketable title,
free from any Lien, to each of their assets.


 


SECTION 3.10                    No Material
Adverse Change.   Since December 31,
2004 (i) there has been, and pending the Closing will be, no material adverse
change in the financial condition or


 


17





















 


operation of the Companies;
(ii) the business of each of the Companies has been carried out on a normal
basis and will be so carried out up to the Closing Date; (iii) the Companies
have not disposed of any of their assets other than in the ordinary course of
business and for full consideration and on normal terms; and (iv) the Companies
have not distributed any profits or effected any distribution of its assets or
made any loan or other payment other than in the ordinary course of business
and the Companies, prior to the Closing Date, will not make or cause to be made
any distribution of its profits or assets, or make any loan or other payments
other than in the ordinary course of business.


 


SECTION 3.11                    No
Contingency or Material Litigation.   Except as set forth in Exhibit 3.11, (i) the
Companies do not face nor are engaged or involved in any material litigation,
arbitration, prosecution or other legal proceedings (“Proceedings”), whether as
plaintiff, defendant or otherwise, and there are no Proceedings pending or, to
Sellers’ knowledge, threatened by or against any of the Companies; (ii) there
are no Proceedings in course, pending or, to Sellers’ knowledge, threatened
under which any of the Companies is or may be liable to indemnify any person;
(iii) the Companies are not involved in any inquiry, whether convened by a
governmental, regulatory or municipal board of inquiry or commission or any
other administrative body.


 


SECTION 3.12                    Trademarks
and User Agreements.   The trademarks set forth in Exhibit 3.12
hereto: (i) are now and will at the Closing Date be legally and beneficially
owned by and registered in the name of the Companies, free from any Lien, and
the Companies have and will continue to have after the Closing Date, the
exclusive right to use, free from any restriction whatsoever, each such
trademarks, particularly the trademark “Soltec”; (ii) are valid and
enforceable; (iii) are not the subject of registered user agreements, licenses
or other rights; (iv) have not been subject to any event, nor will prior to the
Closing Date be subject to any event, under which any of them has ceased or,


 


18





















 


to Sellers’ knowledge, might
cease to be valid and subsisting.  Except
for those set forth on Exhibit 3.12 hereto, no other trademarks or copyrights
are owned by and registered in the name of the Companies, and the Companies are
not a party to any user agreements or license, know-how, information,
assistance or development agreements.


 


SECTION 3.13                    Related
Transactions.   Except as set forth
on Exhibit 3.13, neither of the Companies (i) have entered or become party to
any agreement or contract with any of the Sellers, their affiliates or their
employees, officers or advisors; (ii) have sponsored, pledged, warranted or
guaranteed in any way, shape or form obligations of any of the Sellers, their
affiliates or their employees, officers or advisors.


 


SECTION 3.14                    Labor
matters.   Neither of the Companies (i) have unions among
their employees; (ii) have entered or become party to any collective labor
contracts or agreements of any kind; (iii) have suffered strikes or any and all
form of disruption of the normal development of the activities by their
employees; and (iv) are party to any negotiations for any collective labor
contracts or agreements of any kind.


 


SECTION 3.15                    Compliance
with Laws.   The Sellers represent and warrant that each of
the Companies has complied with any and all applicable obligations in regard to
environmental, tax, sanitary and labor matters and any and all filing, consent,
authorization or permit from any and all competent authority, including without
limitation, the Chilean environmental, tax, sanitary and labor authorities or
agencies. The parties expressly acknowledges that any tax liability Soltec,
Metalservice and/or Buyers could face should this representation be found
incorrect, inexact or false is guaranteed in accordance with section 8.2.2
herein.


 


19





















 


ARTICLE IV


REPRESENTATIONS AND WARRANTIES OF BUYERS


 


Buyers hereby represent and
warrant to Sellers as follows:


 


SECTION 4.1                          Organization
and Qualification.   Each of Buyers is a corporation duly
organized, validly existing and in good standing under the laws of the Republic
of Chile and have all requisite corporate power to purchase and acquire the
Ownership Interests.


 


SECTION 4.2                          Authorizations.
  The execution and delivery of this Agreement
by each of Buyers, the performance by Buyers of their obligations and
agreements hereunder and the consummation by Buyers of the transactions
contemplated hereby have been duly authorized by all necessary corporate action
of each of Buyers.  No other corporate
action on the part of any of Buyers is necessary to authorize the execution of
this Agreement. This Agreement constitutes a valid and legally binding
obligation of each of Buyers, enforceable against each of Buyers in accordance
with its terms, except as such enforceability may be limited by bankruptcy,
insolvency or other laws affecting generally the enforceability of creditors’
rights.


 


SECTION 4.3                          Effects
of Agreement.   Neither the execution and delivery of this
Agreement by Buyers and the performance by Buyers of their obligations
hereunder, nor the consummation of the transactions contemplated hereby, will
(a) violate, conflict with or result in a breach of any provision of the
organizational documents of Buyers, (b) violate any statute, regulation, order,
judgment, or decree of any court or governmental agency binding on any of the
Buyers, (c) conflict with, result in a breach of any of the terms of,
constitute a default under, result in the termination of, or result in the
creation of any Lien pursuant to the terms of, any material contract or
agreement to which Buyers are a party.


 


20





















 


SECTION 4.4                          No
Violation.   Neither the execution and delivery of this
Agreement by each of Buyers, and the performance by each of them of their
obligations hereunder nor the consummation by them of the transactions
contemplated hereby, will (i) violate, conflict or result in any breach of any
provision of the organizational documents of Buyers or any order, writ,
judgment, injunction, decree, statute, rule or regulation of any court or
Governmental Authority applicable to or binding on Buyers, or (ii) conflict
with, result in a breach of any of the terms of, constitute a default under,
result in the termination of, or result in the creation of any Lien pursuant to
the terms of, any material contract or agreement to which any of Buyers are a
party.


 


SECTION 4.5                          Consents
and Approvals.   No filing or registration with, no notice to
and no permit, authorization, consent or approval of any Governmental Authority
is necessary for the consummation by Buyers of the transactions contemplated by
this Agreement, other than consents, registrations, approvals, authorizations,
permits, filings or notifications which have already been obtained or made, as
appropriate.


 


ARTICLE V


LIABILITIES OF COMPANIES


 


SECTION 5.1                          Any and
all liabilities of the Companies related to their respective business and duly
reflected in the Companies’ accounting records in accordance with Section 3.8
hereof shall be assumed and undertaken by Buyers at and after the Closing Date
and shall become solely the obligations of Buyers.


 


ARTICLE VI


CONFIDENTIALITY


 


SECTION 6.1                        Confidentiality.
  All information furnished by


 


21





















 


Sellers to Buyers or their
officers, employees or agents, including their counsels, accountants and
representatives, whether oral or written, in connection with this Agreement is
confidential and shall be treated in a confidential manner, and Buyers shall
not directly or indirectly disclose, or permit any of their officers, employees
or agents, including their counsels, accountants and representatives, to
disclose any such information to a third party without Sellers’ prior written
consent, provided, however, that disclosure may be made in accordance with any
law, regulation, code or order of a court of competent jurisdiction.  In the event that the purchase of the
Ownership Interests is not consummated, Buyers shall return to Sellers all such
documents and other materials containing, reflecting or referring to such
information, and shall not directly or indirectly use such information for any
competitive or other commercial purpose.


 


All information furnished by
Buyers to Sellers or their officers, employees or agents, including their
counsels, accountants and representatives, whether oral or written, in
connection with this Agreement is confidential and shall be treated in a
confidential manner, and Sellers shall not directly or indirectly disclose, or
permit any of their officers, employees or agents, including their counsels,
accountants and representatives, to disclose any such information to a third
party without Buyers’ prior written consent, provided, however, that disclosure
may be made in accordance with any law, regulation, code or order of a court of
competent jurisdiction.  In the event
that the purchase of the Ownership Interests is not consummated, Sellers shall
return to Buyer all such documents and other materials containing, reflecting
or referring to such information, and shall not directly or indirectly use such
information for any competitive or other commercial purpose.


 


22





















 


ARTICLE VII


CONDITIONS PRECEDENT


 


SECTION 7.1                          Conditions
Precedent to Sellers’ Obligations.   This Agreement is subject to the following
conditions precedent, any or all of which may be waived by Sellers, in their
sole discretion:


 


7.1.1.                     Statement
by Buyers.   On the Closing Date, Sellers shall have
received from each of Buyers a statement duly signed by their General Manager
or legal representative, dated on such date, in form and substance satisfactory
to Sellers, with respect to (i) the authorization granted by each of them for
the execution and delivery of this Agreement by each of Buyers and the
consummation of the transactions contemplated hereby, and (ii) the due
authorization of the officer or attorney-in-fact of each of Buyers, as the case
may be, executing this Agreement on behalf of Buyers.


 


7.1.2.                     Representations
and Warranties.   The representations
and warranties of Buyers contained in Article IV hereof shall be true and
correct in all material respects on the Closing Date.


 


7.1.3.                     Payment of
the Purchase Price.   Sellers shall have received and confirmed
receipt of the Purchase Price in full pursuant to Section 2.2 hereof.


 


SECTION 7.2                          Conditions
Precedent to Buyers’ Obligations.   This Agreement is subject to the following
conditions precedent, any or all of which may be waived by Buyers, in their
sole discretion:


 


7.2.1.                     Statement
by Sellers.   On the Closing Date, Buyers shall have
received (i) from each of Sellers duly signed by their General Manager or legal
representative a statement, dated on such date, in form and substance
satisfactory to Buyers, with respect to (a) the authorization granted by each of
them for the


 


23





















 


execution and delivery of this
Agreement by each of Sellers and the consummation of the transactions
contemplated hereby, and (b) the due authorization of the officer or
attorney-in-fact of each of Sellers, as the case may be, executing this
Agreement on behalf of Sellers; and (ii) a favorable legal opinion of the
Chilean law firm Alcaíno | Rodríguez | Sahli and a favorable report of
Fidelitas Servicios y Asesorías Ltda. with regard to the inspection described
in Section 2.7 and 7.2.4 hereof.


 


7.2.2.                     Amendment
of Companies’ Powers of Attorney.   All powers of attorney granted on behalf of
the Companies shall have been revoked or amended to the satisfaction of Buyers.
For the purposes of this provision, and for the period that goes between the
date of this Agreement and the Closing Date, Sellers will cause the Companies
to execute a public deed by means of which the current powers of attorney of
the Companies are to be modified, substantially in the form of the Exhibit
7.2.2.


 


7.2.3.                     Representations
and Warranties.   The representations and warranties of Sellers
contained in Article III shall be true and correct in all material respects on
the Closing Date.


 


7.2.4.                     Due
Diligence; Counsel Approval.   Buyers
have completed to their satisfaction a full and comprehensive due diligence
inspection regarding the Companies’ business, assets, operations and affairs,
including, without limitation, a legal, accounting, financial, operational and
tax due diligence on each of the Companies at the cost and expense of
Buyers.  All legal matters in connection
with such due diligence are acceptable to counsel for Buyers and all such
additional records and information related to the due diligence process have
been furnished to such counsel by Sellers or the Companies.


 


7.2.5.                     Supply
Agreements.   On the Closing Date, Thermadyne Industries,
Inc. and Soltec, on the one hand, and on the other, Stoody Company and Soltec,
shall have entered, as appropriate,


 


24





















 


into those Supply Agreements
set forth on Exhibit 3.13 hereto, for a period of 7 years, renewable by mutual
agreement of the parties and subject to the conditions set forth in each of
those Supply Agreements.


 


7.2.6.                     Related-Party
Contracts.   Except for the Supply
Agreements set forth on Exhibit 7.2.5 on the Closing Date, the Companies shall
have terminated and be fully released from any and all agreements, contracts or
obligations of any kind with any of the Sellers or their related persons.


 


ARTICLE VIII


INDEMNIFICATION


 


SECTION 8.1                          Survival.   The obligations of the parties
contained in Articles VI and VIII, Section 8.2, hereof, shall survive the
Closing, and the representations and warranties of each of TCHL, TSAH,
SOLDADURAS and PCR, respectively, contained in Sections III and IV hereof,
shall survive the Closing, in each case for a period of three (3) years after
the Closing Date; provided, however, that the representations and warranties of
TCHL as Seller in respect of taxation shall survive the Closing until
expiration of the six (6) years statute of limitations provided for under
Chilean law for tax liabilities. No covenant, representation or warranty
contained in this Agreement shall survive after such dates or, if earlier, the
time at which it would otherwise terminate.


 


SECTION 8.2                          Indemnification


 


8.2.1                        Additional
Definitions.   For purposes of this
Agreement, (i) “Indemnity Payment” means any amount of Indemnifiable Losses
required to be paid pursuant to this Agreement; (ii) “Indemnitee” means any
person or entity entitled to indemnification under this Agreement; (iii) “Indemnifying
Party” means any person or entity required to provide indemnification under
this Agreement; (iv)


 


25





















 


“Indemnifiable Losses” means
any and all damages, losses, liabilities, obligations, costs and expenses, and
any and all claims, demands or suits (by any person or entity, including,
without limitation, any Governmental Authority), including, without limitation,
the costs and expenses of any and all actions, suits, proceedings, demands,
assessments, judgments, settlements and compromises relating thereto and
including reasonable attorneys’ fees and expenses in connection therewith, and
(v) “Third Party Claim” means any claim, action or proceeding made or brought
by any person or entity who or which is not a party to this Agreement or an
Affiliate of a party to this Agreement.


 


8.2.2.                     Indemnification by TCHL.   Subject to Section 8.1, TCHL agrees to
indemnify, defend and hold harmless Buyers and its directors, managers,
officers, employees, agents and representatives from and against any and all
Indemnifiable Losses to the extent relating to, resulting from or arising out
of:


 


(a)                                  any breach by Sellers
of or any inaccuracy of any representation or warranty of Sellers contained in
this Agreement, or in any agreement, instrument, certificate or other document
delivered pursuant hereto;


 


(b)                                 any breach or non-performance
by Sellers of any covenant to be performed by any of them that is contained in
this Agreement or in any agreement, certificate or other document delivered
pursuant hereto; and


 


(c)                                  any amounts to be
paid in connection with attorneys fees, costs, settlements, verdicts or any other
damages arising from the matters set forth on Exhibit 3.11.


 


8.2.3.                     Indemnification by Buyers.
Buyers agree to indemnify, defend and hold harmless Sellers and its directors,
managers,


 


26





















 


officers, employees, agents and
representatives from and against any and all Indemnifiable Losses to the extent
relating to, resulting from or arising out of:


 


(a)                                  any breach by Buyers
of or any inaccuracy of any representation or warranty of Buyers contained in
this Agreement or in any agreement, instrument, certificate or other document
delivered pursuant hereto; and


 


(b)                                 any breach or non-performance
by Buyers of any covenant to be performed by any of them that is contained in
this Agreement or in any agreement, certificate or other document delivered
pursuant hereto.


 


8.2.4.                     Notice of Claim.   If any Indemnitee receives notice or becomes
aware of any claim, proceeding or other matter (a “Claim”) in respect to which
an Indemnifying Party is obligated to provide indemnification under this
Agreement, the Indemnitee shall reasonably promptly give written notice thereof
to the Indemnifying Party, which notice shall be given in any event not later
than 30 calendar days after receipt of notice or becoming aware of such Claim. Such
notice shall specify whether the Claim arises as a result of a Claim by a
Person against the Indemnitee (a “Third Party Claim”) or whether the Claim does
not so arise (a “Direct Claim”), and shall also specify with reasonable
particularity (to the extent that the information is available) the factual
basis for the Claim and the amount of the Claim, if known. If, through the
fault of the Indemnitee, the Indemnifying Party does not receive notice of any
Claim in time to contest effectively the determination of any liability being
contested, the Indemnifying Party shall be entitled to set-off against the
amount claimed by the Indemnitee the amount of any Losses incurred by the
Indemnifying Party resulting from the Indemnitee’s failure to give such notice
on a timely basis.


 


27





















 


8.2.5.                     Direct Claims.   With
respect to any Direct Claim, following receipt of notice from an Indemnitee of
the Claim, the Indemnifying Party shall have sixty (60) calendar days to make
such investigation of the Claim as is considered necessary or desirable. For
the purpose of such investigation, the Indemnitee shall make available to the
Indemnifying Party the information relied upon by the Indemnitee to
substantiate the Claim, together with all such other information as the
Indemnifying Party may reasonably request. If both parties agree at or prior to
the expiration of such 60-day period (or any mutually agreed upon
extension thereof) to the validity and amount of such Claim, the Indemnifying
Party shall pay within sixty (60) calendar days to the Indemnitee the full
agreed upon amount of the Claim, failing which the matter shall be referred to
binding arbitration in such manner as the parties may agree.


 


8.2.6.                     Third Party Claims.   With
respect to any Third Party Claim, the Indemnifying Party shall have the right,
at its expense, to participate in or assume control of the negotiation,
settlement or defense of the Third Party Claim and, in such event, the
Indemnifying Party shall reimburse the Indemnitee for all the Indemnitee’s out-of-pocket
expenses as a result of such participation or assumption. If the Indemnifying
Party elects to assume such control, the Indemnitee shall have the right to
participate in the negotiation, settlement and defense of such Third Party
Claim and to retain counsel or other professional advisors to act on its
behalf, provided that the fees and disbursements of such counsel or other
professional advisors shall be paid by the Indemnitee unless the Indemnifying Party
to any action or proceeding include both the Indemnifying Party and the
Indemnitee and the representation of both the Indemnifying


 


28





















 


Party and the Indemnitee by the same counsel
or other professional advisors would be inappropriate due to the actual or
potential differing interests between them (such as the availability of
different defenses). If the Indemnifying Party, having elected to assume such
control, thereafter fails to defend the Third Party Claim within a reasonable
time, the Indemnitee shall be entitled to assume such control, and the
Indemnifying Party shall be bound by the results obtained by the Indemnitee
with respect to such Third Party Claim. If any Third Party Claim is of a nature
such that the Indemnitee is required by applicable law to make a payment to any
Person (a “Third Party”) with respect to the Third Party Claim before the
completion of settlement negotiations or related legal proceedings, the
Indemnitee may make such payment and the Indemnifying Party shall, forthwith
after demand by the Indemnitee, reimburse the Indemnitee for such payment. If
the amount of any liability of the Indemnitee under the Third Party Claim in
respect of which such payment was made, as finally determined, is less than the
amount that was paid by the Indemnifying Party to the Indemnitee, the
Indemnitee shall, forthwith after receipt of the difference from the Third
Party, pay the amount of such difference to the Indemnifying Party.


 


8.2.7.                     Settlement of Third Party
Claims.   If the Indemnifying Party fails to assume
control of the defense of any Third Party Claim, the Indemnitee shall have the
exclusive right to contest, settle or pay the amount claimed. Whether or not
the Indemnifying Party assumes control of the negotiation, settlement or
defense of any Third Party Claim, the Indemnifying Party shall not settle any
Third Party Claim without the written consent of the Indemnitee, which consent
shall not be unreasonably withheld or delayed; provided, however, that the
liability of the


 


29





















 


Indemnifying Party shall be limited to the
proposed settlement amount if any such consent is not obtained for any reason.


 


8.2.8.                     Co-operation.
  The Indemnitee and the Indemnifying
Party shall co-operate fully with each other with respect to Third Party
Claims, and shall keep each other fully advised with respect thereto (including
supplying copies of all relevant documentation promptly as it becomes
available).


 


8.2.9.                     Exclusivity.   The
provision of this Section 8.2 shall apply to any Claim for breach of any
covenant, representation, warranty or other provision of this Agreement or any
agreement, certificate or other document delivered pursuant hereto (other than
a claim for specific performance or injunctive relief), with the intent that
all such Claims shall be subject to the limitations and other provisions
contained in this Section 8.2.


 


8.2.10.               Limitation on Indemnifiable Losses.
  In no event shall either party hereto be
entitled to seek against the other indirect, consequential, or punitive damages
in any action relating to the subject matter of this Agreement suffered by the
claimant as a result of any misrepresentation or breach of covenants,
agreement, representation or warranty made or to be performed by either party
hereto pursuant to this Agreement.


 


8.2.11                  Limitation of
Liability.


 


(a) Buyers shall not be entitled to obtain
any recovery in respect of their Claims for breach by Sellers of their
representations and warranties hereunder, except to the extent that in respect
of the aggregate of Claims related to the Sellers and/or the Companies, the
liability of TCHL under this Section 8.2 would exceed US$100,000, then recovery
from Sellers shall be


 


30





















 


limited to amounts in excess of
US$50,000 and would in no case exceed US$1,000,000 in the aggregate; and,


 


(b) Sellers shall not be entitled to obtain
any recovery in respect of their Claims for breach by Buyers of their
representations and warranties hereunder, except to the extent that in respect
of the aggregate of Claims related to the Buyers and/or the Companies, the
liability of Sellers under this Section 8.2 would exceed US$100,000, then
recovery from Buyers shall be limited to amounts in excess of US$50,000 and
would in no case exceed US$1,000,000 in the aggregate.


 


8.2.12                  Right of
Offset.   If Sellers should be
obligated to indemnify Buyers for damages suffered from the circumstance that
any of the representations and warranties related to tax matters made by
Sellers under Section 3.15 hereof may have been found incorrect, inexact or
false, then Buyers shall have the right to be indemnified by offsetting the
amount of the damages, not to exceed US$150,000, from accounts payable under
the Supply Agreement executed between Thermadyne Industries, Inc. and certain
of its Affiliates parties to such agreements, and the Companies, excluded
Stoody Company.


 


ARTICLE IX


LATIN AMERICAN OPERATIONS


 


SECTION 9.1                          Promptly after the
transactions contemplated in this Agreement are closed and completed and for a
6-month period thereafter, the parties hereto will work together and shall
exert commercially reasonable efforts to explore the possibility of having
SOLDADURAS or any Affiliate of SOLDADURAS sell and market Thermadyne’s products
in the rest of Latin America, to the extent that any existing supply,
distribution or other commercial arrangement entered into by Thermadyne
Industries, Inc. or any


 


31





















 


Affiliate thereof with third
parties in any such countries does not prohibit such an arrangement or
otherwise give rise to any conflict or dispute whatsoever.


 


ARTICLE X


MISCELLANEOUS


 


SECTION 10.1                    Notices.
  All notices, requests, or instructions
hereunder shall be in writing and delivered personally or sent by telefax or
registered or certified mail, postage prepaid, as follows:


 


	
  1.

  	
   

  	
  If to
  Sellers:

  
	
   

  	
   

  	
  Thermadyne
  Holdings Corporation

  
	
   

  	
   

  	
  c/o Mr. Paul Melnuk

  
	
   

  	
   

  	
  16052
  Swingley Ridge Road, Suite 300

  
	
   

  	
   

  	
  Chesterfield,
  Missouri 63017

  
	
   

  	
   

  	
  Telephone:  (636) 728 3056

  
	
   

  	
   

  	
  Telefax:  (636) 728 3010

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  With copy
  to:

  
	
   

  	
   

  	
  Thermadyne
  Holding Corporation

  
	
   

  	
   

  	
  c/o Ms.
  Patricia S. Williams

  
	
   

  	
   

  	
  16052
  Swingley Ridge Road, Suite 300

  
	
   

  	
   

  	
  Chesterfield,
  Missouri 63017

  
	
   

  	
   

  	
  Telephone:  (636) 728 3133

  
	
   

  	
   

  	
  Telefax:  (636) 728 3010

  
	
   

  	
   

  	
   

  
	
  2.

  	
   

  	
  If to the
  Buyers:

  
	
   

  	
   

  	
  Soldaduras
  PCR Soltec Limitada

  
	
   

  	
   

  	
  c/o Mr. Horacio Peña Novoa

  
	
   

  	
   

  	
  Mr. Andrés Veras Greene

  
	
   

  	
   

  	
  El Bosque Norte, 040, 15th Floor

  
	
   

  	
   

  	
  Las Condes,
  Santiago

  



 


32





















 


	
   

  	
   

  	
  Telephone:
  (56-2) 496 7200

  
	
   

  	
   

  	
  Telefax:
  (56-2) 203 5516

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  With copy
  to:

  
	
   

  	
   

  	
  Penta Capital de Riesgo S.A.

  
	
   

  	
   

  	
  c/o Mr. Horacio Peña Novoa

  
	
   

  	
   

  	
  Mr. Andrés Varas Greene

  
	
   

  	
   

  	
  El Bosque
  Norte 040, Office 605

  
	
   

  	
   

  	
  Las Condes,
  Santiago

  
	
   

  	
   

  	
  Telephone:
  (56-2) 496 7200

  
	
   

  	
   

  	
  Telefax:
  (56-2) 203 5516

  



 


Either of the above addresses
may be changed at any time by notice given as provided above, provided,
however, that any such notice or change of address shall be effective only upon
receipt.


 


SECTION 10.2                    Entire
Agreement; Amendment.   This Agreement and the documents referred to
herein contain the entire agreement between the parties hereto with respect to
the transactions contemplated hereby, and no amendment or modification hereof
shall be effective unless in writing and signed by the party against which it
is sought to be enforced.


 


SECTION 10.3                    Further
Assurances.   Each of the parties hereto shall take such
further actions as may be reasonably requested by the other party hereto to
carry out and consummate the transactions contemplated by this Agreement.


 


SECTION 10.4                    Expenses.
  Each of the parties hereto shall bear such
party’s own expenses, including travel and legal expenses, in connection with
this Agreement and the transactions contemplated hereby.


 


SECTION 10.5                    Governing
Law; Arbitration.


 


(a)          The Agreement and the
Transfer Documents shall be governed


 


33





















 


by, construed and interpreted
under Chilean law.


 


(b)         Any difficulty or
controversy arising among the parties with respect to the application,
interpretation, duration, validity or execution hereof or for any other reason
arising out of this transaction shall be submitted to arbitration pursuant to
the current Rules of Arbitration Procedure of the Arbitration and Mediation
Center of the Chamber of Commerce of Santiago A.G.


 


(c)          The parties confer an
irrevocable special power of attorney upon the Santiago Chamber of Commerce so
that it may, at the written request of any of the parties hereof, appoint an
arbitrator ex aequo et bono from
among the members of the arbitration corps of the Santiago Arbitration and
Mediation Center.


 


(d)         There shall be no remedy
against the arbitrator’s resolutions, which is hereby expressly waived. The
arbitrator is especially empowered to resolve any matter relating to his/her
competence and/or jurisdiction.


 


SECTION 10.6                    Public
Announcements.


 


(a)          The parties hereto agree
not to release, prior to the Closing Date, any information concerning the
proposed purchase to any third party without the prior written consent of the
other party. Either party may, however, furnish any information about the
proposed purchase and acquisition to its attorneys, agents, and Affiliates and
Subsidiaries, without informing the other party or seeking the other parties’
prior consent and to any Governmental Authority so long as the other party is
informed in advance.


 


(b)         Buyers and Sellers will
consult with each other and will mutually agree (the agreement of each party
not be unreasonably withheld) upon the content and timing of any press release
or other public statements with respect to the transactions


 


34





















 


contemplated in this Agreement
and shall not issue any such press release or make any such public statement
prior to such consultation and agreement, except as may be required by law or
by obligations pursuant to any listing agreement with any securities exchange.


 


SECTION 10.7                    Beneficiaries;
Assignment.   This Agreement shall be binding upon, and
inure to the benefit of, the parties hereto and their respective successors and
permitted assigns, but neither this Agreement nor any of the rights or
obligations hereunder shall be assigned by either of the parties hereto without
the prior written consent of the other.


 


SECTION 10.8                    Liability
Joint and Several.   The obligations under this Agreement of each
of Sellers and each of Buyers, respectively, shall be joint and several.


 


SECTION 10.9                    Counterparts.
  This Agreement may be executed in
counterparts, each of which shall be deemed an original, but both of which
taken together shall constitute one and the same instrument.


 


IN
WITNESS WHEREOF, this Agreement has been duly executed
by all of the parties hereto on the date first above written.


 


 


	
  SOLDADURAS PCR SOLTEC LIMITADA

  S.A.

  	
   

  	
  PENTA CAPITAL
  DE RIESGO

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  By: 

  	
  /s/ Andrés Varas

  	
   

  	
   

  	
  By: 

  	
  /s/ Horacio
  Peña

  	
   

  
	
  Name: 

  	
  Andrés Varas

  	
   

  	
   

  	
  Name: 

  	
  Horacio Peña

  	
   

  
	
  Title: 

  	
  Business
  Manager, Penta Capital de Riesgo S.A.

  	
   

  	
   

  	
  Title: 

  	
  Executive
  Director, Penta Capital de Riesgo S.A.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  By: 

  	
  /s/
  Francisco Soublette

  	
   

  	
   

  	
  By: 

  	
  /s/ Hugo
  Bravo

  	
   

  
	
  Name: 

  	
  Francisco
  Soublette

  	
   

  	
   

  	
  Name: 

  	
  Hugo Bravo

  	
   

  
	
  Title: 

  	
  Operations
  Manager, Penta Capital de Riesgo S.A.

  	
   

  	
   

  	
  Title: 

  	
  General Manager, Penta Capital de Riesgo S.A.

  	
   

  
											



 


 


35





















 


	
  THERMADYNE
  CHILE HOLDINGS,

  LTD.

  	
   

  	
  THERMADYNE
  SOUTH AMERICA

  HOLDINGS, LTD.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ 
  Cristián Eyzaguirre S.

  	
   

  	
   

  	
  By:

  	
  /s/ 
  Cristián Eyzaguirre S.

  	
   

  	
   

  
	
  Name:

  	
  Cristián Eyzaguirre S.

  	
   

  	
  Name:

  	
  Cristián Eyzaguirre S.

  	
   

  
	
  Title:

  	
  Attorney-in-fact

  	
   

  	
  Title:

  	
  Attorney-in-fact

  	
   

  
										



 


36





















 


ANNEX A


 


SOLTEC CONSOLIDATED FINANCIAL STATEMENTS – 31st DECEMBER
2004


 


As per the calculations set
forth in the Purchase Agreement, Cash, Debt and Net Working Capital for the
period ended December 31st, 2004 are as follows:


 


Cash: Cash and Banks of Ch$ 294,512,000.


 


Debt: Bank Loans payable (current and long
term) plus Debt with related parties (current and long term) plus financial
leases of Ch$ 179,541,000.


 


Net
Working Capital:  (Current Assets minus Cash and Banks) minus
(Current Liabilities minus financial debt, leases and debt with related
companies) of Ch$ 2,044,239,000.


 


37