**Exhibit 4.4**

 

**EXECUTION COPY**

 

AMENDMENT NO. 10 AND AGREEMENT (this**“*Amendment*”**)**dated as of November 7, 2005, to theSecond Lien Credit Agreementdated as of July 29, 2004, among THERMADYNE INDUSTRIES, INC., a Delaware corporation (“***Industries***”),**THERMAL DYNAMICS CORPORATION, a Delaware corporation (“***Dynamics***”),**TWECO PRODUCTS, INC., a Delaware corporation (“***Tweco***”),**VICTOR EQUIPMENT COMPANY, a Delaware corporation (“***Victor***”),******C &****G SYSTEMS, INC., an Illinois corporation (“***C*******&*****G***”),**STOODYCOMPANY, a Delaware corporation (“***Stoody***”),******THERMALARC, INC., a Delaware corporation (“***Thermal******Arc***”),**PROTIPCORPORATION, a Missouri corporation (“***ProTip***”),THERMADYNE INTERNATIONAL CORP., aDelaware corporation (“***International***”**and, together with ProTip, ThermalArc, Stoody, C & G, Victor,Tweco, Dynamics and Industries, the “***Borrowers***”),******the Guarantors party thereto, the Lendersfrom time to time party thereto,the Supplemental Lender (as defined below) and CREDIT SUISSE (formerly known as Credit Suisse First Boston), as administrative agent (in suchcapacity, the “***Administrative Agent***”)******and as collateral agent (in such capacity,the “***Collateral Agent****’*)**(asamended by Amendment No. 1 and Agreement effective as of September 30, 2004, by Amendment No. 2 and Joinder Agreement dated as of November 22,2004 (“***Amendment No. ******2***”),**by Amendment No. 3 and Consent dated asof January 3, 2005, by Amendment No. 4dated as of March 16, 2005,by Amendment No. 5 dated as of March 30, 2005, by Amendment No. 6 dated as of March 31,2005, by Amendment No. 7dated as of July 1, 2005, by Amendment No. 8 dated as of August 8, 2005, and by Amendment No. 9dated as of October 7, 2005,and as further amended, supplemented or modified, the “***CreditAgreement***)*.*

 

A.            Pursuant to the Credit Agreement,the Lenders have extended credit to the Borrowers.

 

B.            The Borrowers have requested that (i) seniorsecured second liensupplementalterm loans (the “***SupplementalLoans***”)******bemade to the Borrowers by GSO SpecialSituations Fund LP (the “***SupplementalLender***”)******inan aggregate principal amount of$10,000,000, the proceeds of which will be used solely to prepay a portion of theoutstanding Revolving Loan and to pay related fees and expenses, and the termsof which shall be identical tothe existing Loans outstanding under the Credit Agreement, as amended hereby, (ii) the definition ofthe term “Applicable Percentage” set forth in the Credit Agreement be modified, (iii) theMaturity Date be extended and (iv) certain other changes be made to theCredit Agreement, all as provided herein.

 

----

 

C.            The SupplementalLender is willing to make the Supplemental Loans and the Lenders are willing toagree to such amendments, in each case on the terms and subject to theconditions set forth herein.

 

D.            Capitalized termsused but not defined herein shall have the meanings assigned to them in theCredit Agreement.

 

Accordingly, in consideration of the mutual agreements herein containedand other good and valuable consideration, the sufficiency and receipt of whichare hereby acknowledged, the parties hereto agree as follows:

 

SECTION 1. ***SupplementalLoans.***   (a) Subject to the terms and conditionsset forth herein and relying upon the representations and warranties set forth hereinand in the other Loan Documents, the Supplemental Lender agrees to make the SupplementalLoans to the Borrowers on the Supplemental Loan Closing Date (as defined below)in a principal amount not to exceed $10,000,000.

 

(b) The Borrowers will use the proceeds of the Supplemental Loansonly for the purposes specified in the recitals to this Amendment.

 

(c) Unless the context shall otherwise require, the term **“*Loans*”****asused in the Credit Agreement shall include the Supplemental Loans, and the term**“*Lenders*”****as used herein and in the Credit Agreement shall includethe Supplemental Lender.

 

SECTION 2. ***Amendments.***(a) The definition of the term “Maturity Date” set forth inSection 1.01 of the Credit Agreement is hereby amended and restated in itsentirety to read as follows:

 

**““*Maturity Date*”****shall mean November 7, 2008.”

 

(b) The definition of the term “Applicable Percentage” set forthin Section 1.01 of the Credit Agreement is hereby amended and restated inits entirety to read as follows:

 

**““*Applicable Percentage*”****shall mean (i) withrespect to any Eurodollar Loan, 4.50%, and (ii) with respect to any ABRLoan, 3.50%.”

 

(c) Section 2.11(a) of the Credit Agreement is herebyamended by replacing the first use of the word “The” with the following:

 

“On or prior to May 7, 2006, no optional prepayments of Loansshall be permitted. Thereafter, the”

 

(d) Section 2. 11(b) of the Credit Agreement is herebyamended by inserting the following immediately prior to the period at the endthereof:

 

“; *provided, however,*thatoptional prepayments of Loans made after May 7, 2006 and prior to November 7,2006 shall be accompanied by a prepayment fee

 

2

----

 

in an amount (expressed as a percentage of the principal amount of theLoans to be prepaid) equal to 1.0%.”

 

(e) Section 2.12(c) of the Credit Agreement is herebyamended by inserting the following immediately prior to the period at the endthereof:

 

“; *provided, however,*thatprepayments of Loans required under this Section after May 7, 2006 andprior to November 7, 2006 shall be accompanied by a prepayment fee in anamount (expressed as a percentage of the principal amount of the Loans to beprepaid) equal to 1.0%.”

 

(f) Section 2.12 of the Credit Agreement is hereby amended byadding the following new paragraph at the end of thereof:

 

“(d) On or prior to May 7, 2006, any Lender may elect, bynotice to the Administrative Agent at or prior to the time and in the mannerspecified by the Administrative Agent, prior to any prepayment of Loansrequired to be made pursuant to this Section, to decline all (but not aportion) of its *pro rata*share ofsuch prepayment (such declined amounts, the **“*DeclinedProceeds*”)*.***AnyDeclined Proceeds shall be offered to the Lenders not so declining such prepayment(with such Lenders having the right to decline any prepayment with DeclinedProceeds at the time and in the manner specified by the Administrative Agent).Thereafter, the remaining Declined Proceeds may be retained by the Borrowers.

 

(g) The table appearing in Section 6.10 (*MaximumLeverage Ratio*)**ofthe Credit Agreement is hereby amended and restated in its entirety to read asfollows:

 
| **Date or Period**                                    | ** ** | **Ratio**    |
|-------------------------------------------------------|------------|--------------|
| Closing Date  through September 30, 2004         |       | 6.00 to 1.00 |
| October 1,  2004 through December 31, 2004  |       | 6.18 to 1.00 |
| January 1,  2005 through March 31, 2005     |       | 7.20 to 1.00 |
| April 1,  2005 through June 30, 2005        |       | 7.10 to 1.00 |
| July 1,  2005 through September 30, 2005    |       | 6.85 to 1.00 |
| October 1,  2005 through December 31, 2005  |       | 6.29 to 1.00 |
| January 1,  2006 through March 31, 2006     |       | 6.80 to 1.00 |
| April 1,  2006 through June 30, 2006        |       | 6.04 to 1.00 |
| June 30,  2006 through September 30, 2006   |       | 5.77 to 1.00 |
| October 1,  2006 through December 31, 2006  |       | 5.40 to 1.00 |
| January 1,  2007 through September 30, 2008 |       | 4.50 to 1.00 |

 

(h) Clause (i) of the proviso in Section 9.08(b) ofthe Credit Agreement is hereby amended and restated in its entirety to read asfollows:

 

“(i) decrease the principal amount of or prepayment premium on, orextend the maturity of or any scheduled principal payment date or date for thepayment of any interest on any Loan, or waive or excuse any such interestpayment, principal payment or prepayment premium or any part thereof, ordecrease the

 

3

----

 

rate of interest on any Loan, or permit the optional repayment of Loanson or prior to May 7, 2006, without the prior written consent of eachLender affected thereby,”

 

(i) Clauses (v) and (vi) of the proviso in Section 9.08(b) ofthe Credit Agreement are hereby amended and restated in their entirety to readas follows:

 

“(v) release any Credit Party from the Guaranties under thisAgreement without the prior written consent of each Lender, (vi) releaseall or substantially all of the Collateral from the Lien under the CollateralDocuments without the prior written consent of each Lender or”

 

SECTION 3. ***Representationsand Warranties.***To induce the other parties hereto to enter intothis Amendment, the Credit Parties represent and warrant to each of theLenders, the Administrative Agent and the Collateral Agent that, after giving effectto this Amendment, (a) the representations and warranties set forth in Article IIIof the Credit Agreement are true and correct in all material respects on and asof the date hereof, except to the extent such representations and warrantiesexpressly relate to an earlier date, and (b) no Default or Event ofDefault has occurred and is continuing.

 

SECTION 4. ***OtherAgreements.***(a) On the Supplemental Loan Closing Date,Borrowers shall apply the proceeds of the Supplemental Loans to prepay a portionof the Revolving Loan and to pay related fees and expenses.

 

(b) It is the intention of the parties that, once made, theSupplemental Loans be treated as Loans for all purposes of the CreditAgreement, with the same priority as to payment and rights in the Collateral asthe existing Loans. In furtherance of the foregoing, when made, theSupplemental Loans will be allocated ratably to each outstanding Borrowing, andthe interest rate (as modified hereby) and remaining Interest Period applicableto such outstanding Borrowing will be applicable to the portion of the SupplementalLoans allocated thereto.

 

(c) The Borrowers shall ensure that within 45 days of theSupplemental Loan Closing Date, the Administrative Agent shall have received,on behalf of itself and the Lenders, a written opinion from local counsel ineach jurisdiction of organization of a Foreign Guarantor (each as defined inAmendment No. 2 to the Credit Agreement, a **“*ForeignGuarantor*”)****(a) tothe effect that no additional filing, recording or other action (includingcorporate action on the part of the relevant Foreign Guarantor) is required to havethe guarantee of such Foreign Guarantor apply to the Loans (as amended hereby),including the Supplemental Loans, or to maintain the Lien created under theCollateral Documents on the assets or equity interests of such ForeignGuarantor to secure such guarantee, or, if any such filing, recording or otheraction is so required (a **“*Required******Action*”),****specifyingthe nature thereof, and (b) covering such other matters as the AdministrativeAgent shall reasonably request, in each case, in form and substance reasonablysatisfactory to the Administrative Agent. In addition, Borrowers shall cause eachForeign Guarantor to make or obtain any Required Action within 30 days afterthe delivery of the legal opinion referred to in the preceding sentence withrespect to such Foreign Guarantor.

 

4

----

 

(d) Schedule I to Amendment No. 2 to the CreditAgreement is hereby supplemented by inserting “THERMADYNE AUSTRALIA PTY LTD.”after “THERMADYNE WELDING PRODUCTS CANADA LIMITED”.

 

(e) The Borrowers shall ensure that within 15 days of theSupplemental Loan Closing Date, the Administrative Agent shall have received,on behalf of itself and the Lenders, a written opinion of Armstrong TeasdaleLLP, counsel to the Borrowers, to the effect that each Credit Party (other thanthe Foreign Guarantors) is duly qualified to transact business and is in goodstanding as a foreign corporation in each state set forth opposite its name on Schedule Iattached hereto.

 

SECTION 5. ***Conditionsto the Making of Supplemental Loans.***The obligation of theSupplemental Lender to make the Supplemental Loans is subject to the satisfactionof the following conditions on the date, occurring on or prior to November 7,2005, of such Borrowing (such date, the **“*SupplementalLoan Closing Date*”)*:***

 

(a) The Administrative Agent shall have received a notice of the Borrowingin respect of the Supplemental Loans that satisfies the requirements of Section 2.03of the Credit Agreement (with the reference to the Closing Date in the first sentencethereof deemed to be a reference to the Supplemental Loan Closing Date).

 

(b) The representations and warranties set forth in Article IIIof the Credit Agreement and in each other Loan Document shall be true andcorrect in all material respects on and as of the Supplemental Loan ClosingDate with the same effect as though made on and as of such date, except to theextent such representations and warranties expressly relate to an earlier date,and at the time of and immediately after the making of the Supplemental Loans,no Event of Default or Default shall have occurred and be continuing.

 

(c) The Administrative Agent shall have received, on behalf ofitself and the Lenders, a favorable written opinion of Armstrong Teasdale LLP,counsel for the Borrowers, which opinion shall (A) be dated theSupplemental Loan Closing Date, (B) be addressed to the AdministrativeAgent and the Lenders and (C) cover such matters relating to thisAmendment and the transactions contemplated hereby as the Administrative Agentshall reasonably request and in form and substance reasonably satisfactory tothe Administrative Agent. The Borrowers hereby request such counsel to deliversuch opinions.

 

(d) The Administrative Agent shall have received (i) anomnibus certificate, dated the Supplemental Loan Closing Date and signed by theSecretary or Assistant Secretary of each Credit Party (other than the ForeignGuarantors), certifying that (A) except as set forth on any schedule attachedthereto, the certificate or articles of incorporation (or other equivalentformation document) of such Credit Party previously delivered on the ClosingDate have not been amended since the date of such delivery, (B) except asset forth on any schedule attached thereto, the by-laws (or otherequivalent organizational document) of such Credit Party as in effect anddelivered on the Closing Date have not been amended since the date of suchdelivery, (C) attached thereto is a true and complete copy of resolutionsduly adopted by the Board of Directors (or other

 

5

----

 

equivalent governing body) of such CreditParty authorizing the execution, delivery and performance of this Amendment andthe Borrowing of the Supplemental Loans, and that such resolutions have notbeen modified, rescinded or amended and are in full force and effect, (D) attachedthereto is a certificate as to the good standing of such Credit Party as of arecent date by the Secretary of State (or other similar official) of thejurisdiction of its organization, and (E) as to the incumbency andspecimen signature of each officer executing this Amendment, (ii) acertificate of another officer as to the incumbency and specimen signature ofthe Secretary or Assistant Secretary executing the certificate pursuant toclause (i) above, and (iii) such other documents as the Lenders orthe Administrative Agent may reasonably request.

 

(e) The Administrative Agent shall have received a certificate,dated the Supplemental Loan Closing Date and signed by a Financial Officer ofthe Credit Parties (other than the Foreign Guarantors), confirming compliancewith the conditions precedent set forth in paragraph (b) of this Section 5.

 

(f) The Administrative Agent shall have received, or shall receivesubstantially simultaneously with the Borrowing of the Supplemental Loanshereunder, all fees and other amounts due and payable on or prior to theSupplemental Loan Closing Date, including, to the extent invoiced,reimbursement or payment of all reasonable out-of- pocket expenses required tobe reimbursed or paid by the Borrowershereunder or under any other Loan Document.

 

(g) The Collateral Agent shall have received a certificate, datedthe Supplemental Loan Closing Date and signed by a Financial Officer of theCredit Parties (other than the Foreign Guarantors), certifying that, except asset forth on any schedule attached thereto, (i) Schedule 3.01 of theCredit Agreement is complete, correct and accurate, and (ii) Schedule 3.02of the Credit Agreement sets forth the current location of each Credit Party’schief executive office and the warehouses and premises at which any Collateralwith a fair market value of more than $20,000 is located, in each case, as ofthe Supplemental Loan Closing Date.

 

(h) This Amendment shall have become effective in accordance with Section 6below.

 

SECTION 6. ***Effectiveness.***This Amendment shall become effective as of the date set forthabove on the date that:

 

(a) the Administrative Agent (or its counsel) shall have received:

 

(i) counterparts of this Amendment that,when taken together, bear the signatures of the Credit Parties and the Lenders;

 

(ii) a copy of the written consent ofthe First Lien Agent (as defined in the Intercreditor Agreement) requiredpursuant to Section 5.2 thereof, in form and substance reasonablysatisfactory to the Administrative Agent; and

 

6

----

 

(iii) a copy of a fully executed anddelivered amendment, in form and substance reasonably satisfactory to theAdministrative Agent, to the First Lien Credit Agreement, permitting thetransactions contemplated hereby; and

 

(b) GSO Credit Opportunities Fund (Employee), LP and GSO Credit OpportunitiesFund (Helios), LP shall have assigned $16,000,000 aggregate principal amount ofthe Loans to Northwoods Capital III, Limited, Northwoods Capital IV, Limitedand Northwoods Capital V, Limited, and the settlement in respect of such assignmentsshall have occurred.

 

SECTION 7. ***Effectof Amendment.***Except as expressly set forth herein, thisAmendment shall not by implication or otherwise limit, impair, constitute awaiver of, or otherwise affect the rights and remedies of the Lenders, theAdministrative Agent or the Collateral Agent under the Credit Agreement or anyother Loan Document, and shall not alter, modify, amend or in any way affectany of the terms, conditions, obligations, covenants or agreements contained inthe Credit Agreement or any other Loan Document, all of which are ratified andaffirmed in all respects and shall continue in full force and effect. Nothingherein shall be deemed to entitle any Credit Party to a consent to, or awaiver, amendment, modification or other change of, any of the terms, conditions,obligations, covenants or agreements contained in the Credit Agreement or anyother Loan Document in similar or different circumstances. This Amendment shallapply and be effective only with respect to the provisions of the CreditAgreement specifically referred to herein. After the date hereof, any referenceto the Credit Agreement shall mean the Credit Agreement, as modified hereby.This Amendment shall constitute a “Loan Document” for all purposes of the CreditAgreement and the other Loan Documents.

 

SECTION 8. ***Counterparts.***This Amendment may be executed in any number of counterparts andby different parties hereto in separate counterparts, each of which when soexecuted and delivered shall be deemed an original, but all such counterpartstogether shall constitute but one and the same contract. Delivery of an executedcounterpart of a signature page of this Amendment by facsimiletransmission shall be as effective as delivery of a manually executedcounterpart hereof.

 

SECTION 9. ***Applicable Law.***THISAMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THESTATE OF NEW YORK.

 

SECTION 10. ***Headings.***The headings of this Amendment are for purposes of referenceonly and shall not limit or otherwise affect the meaning hereof.

 

SECTION 11. ***Reaffirmationof Guaranties and Collateral Documents.*** Each Credit Party, byits signature below, hereby (a) agrees that, notwithstanding the effectivenessof this Amendment, the Collateral Documents continue to be in full force andeffect, (b) affirms and confirms its guaranty of all of the Obligationsand if applicable the pledge of and/or grant of a security interest in itsassets as Collateral to secure the Obligations, all as provided in theCollateral Documents as originally executed, and acknowledges and agrees thatsuch guaranty, pledge and/or grant continue in full force

 

7

----

 

and effect inrespect of, and to secure, the Obligations under the Credit Agreement, as amendedhereby, and the other Loan Documents, and that such Obligations shall include allObligations in respect of the Supplemental Loans, and (c) affirms andconfirms that all the representations and warranties made by or relating to itcontained in the Credit Agreement and the other Loan Documents are true andcorrect in all material respects on and as of the Supplemental Loan ClosingDate with the same effect as though made on and as of the Supplemental LoanClosing Date, except to the extent such representations and warrantiesexpressly relate to an earlier date.

 

[Remainder ofthis page intentionally left blank]

 

8

----

 

INWITNESS WHEREOF, each of the parties hereto has caused this Amendment to be executed and delivered by itsduly authorized officer as of the date first set forth above.

 
|   | THERMADYNE INDUSTRIES,  INC.,  |
|--------|--------------------------------|
|   |                           |
|   |                           | By | /s/ Patricia S. Williams |   |
|   |                           | Name: | PATRICIA S. WILLIAMS |
|   |                           | Title: |  V.P. SECTY &  G.C. |
|   |                           |
|   |                           |
|   | THERMAL DYNAMICS               |
|   | CORPORATION,                   |
|   |                           |
|   |                           | By | /s/ Patricia S. Williams |   |
|   |                           | Name: | PATRICIA S. WILLIAMS |
|   |                           | Title: |  V.P. SECTY &  G.C. |
|   |                           |
|   |                           |
|   | TWECO PRODUCTS, INC.,          |
|   |                           |
|   |                           | By | /s/ Patricia S. Williams |   |
|   |                           | Name: | PATRICIA S. WILLIAMS |
|   |                           | Title: |  V.P. SECTY &  G.C. |
|   |                           |
|   |                           |
|   | VICTOR EQUIPMENT COMPANY,      |
|   |                           |
|   |                           | By | /s/ Patricia S. Williams |   |
|   |                           | Name: | PATRICIA S. WILLIAMS |
|   |                           | Title: |  V.P. SECTY &  G.C. |
|   |                           |
|   |                           |
|   | C & G SYSTEMS,  INC., |
|   |                           |
|   |                           | By | /s/ Patricia S. Williams |   |
|   |                           | Name: | PATRICIA S. WILLIAMS |
|   |                           | Title: |  V.P. SECTY &  G.C. |
|        |                                |  |  |  |  |

 

9

----

 
|   | STOODY COMPANY,          |
|--------|--------------------------|
|   |                     |
|   |                     | By | /s/ Patricia S. Williams |   |
|   |                     | Name: | PATRICIA S. WILLIAMS |
|   |                     | Title: |  V.P. SECTY &  G.C. |
|   |                     |
|   |                     |
|   | THERMAL ARC, INC.,       |
|   |                     |
|   |                     | By | /s/ Patricia S. Williams |   |
|   |                     | Name: | PATRICIA S. WILLIAMS |
|   |                     | Title: |  V.P. SECTY &  G.C. |
|   |                     |
|   |                     |
|   | PROTIP CORPORATION,      |
|   |                     |
|   |                     | By | /s/ Patricia S. Williams |   |
|   |                     | Name: | PATRICIA S. WILLIAMS |
|   |                     | Title: |  V.P. SECTY &  G.C. |
|   |                     |
|   |                     |
|   | THERMADYNE INTERNATIONAL |
|   | CORP.,                   |
|   |                     |
|   |                     | By | /s/ Patricia S. Williams |   |
|   |                     | Name: | PATRICIA S. WILLIAMS |
|   |                     | Title: |  V.P. SECTY &  G.C. |
|   |                     |
|   |                     |
|   | THERMADYNE HOLDINGS      |
|   | CORPORATION,             |
|   |                     |
|   |                     | By | /s/ Patricia S. Williams |   |
|   |                     | Name: | PATRICIA S. WILLIAMS |
|   |                     | Title: |  V.P. SECTY &  G.C. |
|   |                     |
|   |                     |
|   | MECO HOLDING COMPANY,    |
|   |                     |
|   |                     | By | /s/ Patricia S. Williams |   |
|   |                     | Name: | PATRICIA S. WILLIAMS |
|   |                     | Title: |  V.P. SECTY &  G.C. |
|        |                          |  |  |  |  |

 

10

----

 
|   | C&G SYSTEMS HOLDING,  INC., |
|--------|---------------------------------|
|   |                            |
|   |                            | By | /s/ Patricia S. Williams |   |
|   |                            | Name: | PATRICIA S. WILLIAMS |
|   |                            | Title: |  V.P. SECTY &  G.C. |
|   |                            |
|   |                            |
|   | CIGWELD PTY LTD.,               |
|   |                            |
|   |                            | By | /s/ Patricia S. Williams |   |
|   |                            | Name: | PATRICIA S. WILLIAMS |
|   |                            | Title: |  V.P. SECTY &  G.C. |
|   |                            |
|   |                            |
|   | DUXTECH PTY LTD.,               |
|   |                            |
|   |                            | By | /s/ Patricia S. Williams |   |
|   |                            | Name: | PATRICIA S. WILLIAMS |
|   |                            | Title: |  V.P. SECTY &  G.C. |
|   |                            |
|   |                            |
|   | QUETACK PTY, LTD.,              |
|   |                            |
|   |                            | By | /s/ Patricia S. Williams |   |
|   |                            | Name: | PATRICIA S. WILLIAMS |
|   |                            | Title: |  V.P. SECTY &  G.C. |
|   |                            |
|   |                            |
|   | QUETALA PTY, LTD.,              |
|   |                            |
|   |                            | By | /s/ Patricia S. Williams |   |
|   |                            | Name: | PATRICIA S. WILLIAMS |
|   |                            | Title: |  V.P. SECTY &  G.C. |
|   |                            |
|   |                            |
|   | THERMADYNE AUSTRALIA PTY  LTD., |
|   |                            |
|   |                            | By | /s/ Patricia S. Williams |   |
|   |                            | Name: | PATRICIA S. WILLIAMS |
|   |                            | Title: |  V.P. SECTY &  G.C. |
|        |                                 |  |  |  |  |

 

11

----

 
|   | THERMADYNE INDUSTRIES  LIMITED, |
|--------|---------------------------------|
|   |                            |
|   |                            | By | /s/ Patricia S. Williams |   |
|   |                            | Name: | PATRICIA S. WILLIAMS |
|   |                            | Title: |  V.P. SECTY &  G.C. |
|   |                            |
|   |                            |
|   | THERMADYNE WELDING  PRODUCTS    |
|   | CANADA LIMITED,                 |
|   |                            |
|   |                            | By | /s/ Patricia S. Williams |   |
|   |                            | Name: | PATRICIA S. WILLIAMS |
|   |                            | Title: |  V.P. SECTY &  G.C. |
|        |                                 |  |  |  |  |

 

12

----

 
|   | CREDIT SUISSE, CAYMAN  ISLANDS       |
|--------|--------------------------------------|
|   | BRANCH, as Administrative agent  and |
|   | Collateral Agent,                    |
|   |                                 |
|   |                                 | By | /s/ Phillip Ho |   |
|   |                                 | Name: | PHILLIP  HO |
|   |                                 | Title: |  DIRECTOR |
|   |                                 |
|   |                                 |
|   |                                 | By | /s/ Karim Blasetti |   |
|   |                                 | Name: | KARIM BLASETTI |   |
|   |                                 | Title: | ASSOCIATE |   |
|        |                                      |  |  |  |  |  |  |

 

13

----

 
|   | GSO SPECIAL SITUATIONS  FUND LP,         |
|--------|------------------------------------------|
|   | as a Lender and as  Supplemental Lender, |
|   | By GSO Capital Partners LP               |
|   |                                     |
|   |                                     | By | /s/ George  Fan |   |
|   |                                     | Name: | George Fan |
|   |                                     | Title: | MD |
|        |                                          |  |  |  |  |

 

14

----

 
|   | NORTHWOODS CAPITAL III,  LIMITED,            |
|--------|----------------------------------------------|
|   | as a Lender,                                 |
|   |                                         |
|   | By: Angelo,  Gordon & Co., L.P., as |
|   | Collateral Manager,                          |
|   |                                         |
|   |                                         | By | /s/ Bruce Martin |   |
|   |                                         | Name: | BRUCE MARTIN |   |
|   |                                         | Title: | MANAGING DIRECTOR |   |
|   |                                         |
|   |                                         |
|   | NORTHWOODS CAPITAL IV,  LIMITED,             |
|   | as a Lender,                                 |
|   |                                         |
|   | By: Angelo,  Gordon & Co., L.P., as |
|   | Collateral Manager,                          |
|   |                                         |
|   |                                         | By | /s/ Bruce Martin |   |
|   |                                         | Name: | BRUCE MARTIN |   |
|   |                                         | Title: | MANAGING DIRECTOR |   |
|   |                                         |
|   |                                         |
|   | NORTHWOODS CAPITAL V,  LIMITED,              |
|   | as a Lender,                                 |
|   |                                         |
|   | By: Angelo,  Gordon & Co., L.P., as |
|   | Collateral Manager                           |
|   |                                         |
|   |                                         | By | /s/ Bruce Martin |   |
|   |                                         | Name: | BRUCE MARTIN |   |
|   |                                         | Title: | MANAGING DIRECTOR |   |
|        |                                              |  |  |  |  |  |

 

15

----

 

SCHEDULE I

 

**FOREIGN CORPORATION JURISDICTIONS**

 
| **NAME OF CREDIT PARTY**          | ** ** | **STATE(S) OF FOREIGN  QUALIFICATION** |
|-----------------------------------|------------|----------------------------------------|
|                              |       |                                   |
| Thermadyne Holdings  Corporation  |       | Missouri                               |
|                              |       |                                   |
| Thermadyne  Industries, Inc. |       | California                             |
|                              |       | Kentucky                               |
|                              |       | Missouri                               |
|                              |       | Texas                                  |
|                              |       |                                   |
| Thermal Dynamics  Corporation     |       | New Hampshire                          |
|                              |       |                                   |
| Tweco Products, Inc.         |       | California                             |
|                              |       | Kansas                                 |
|                              |       |                                   |
| Victor Equipment Company          |       | Texas                                  |
|                              |       |                                   |
| Stoody Company                    |       | California                             |
|                              |       | Kentucky                               |
|                              |       |                                   |
| Thermal Arc, Inc.            |       | Ohio                                   |
|                              |       |                                   |
| Thermadyne International  Corp.   |       | California                             |

 

----