**Exhibit 4.1**

 

**EIGHTH AMENDMENT**

**to**

**SECOND AMENDED AND RESTATED CREDIT AGREEMENT**

 

This EIGHTH AMENDMENT TOSECOND AMENDED AND RESTATED CREDIT AGREEMENT (the “Amendment”), executedas of October 5, 2005, by and among THERMADYNE INDUSTRIES, INC., aDelaware corporation (“Industries”), THERMAL DYNAMICS CORPORATION, aDelaware corporation (“Dynamics”), TWECO PRODUCTS, INC., a Delawarecorporation (“Tweco”), VICTOR EQUIPMENT COMPANY, a Delaware corporation(“Victor”), C & G SYSTEMS, INC., an Illinois corporation (“C &G”), STOODY COMPANY, a Delaware corporation (“Stoody”), THERMAL ARC,INC., a Delaware corporation (“Thermal Arc”), PROTIP CORPORATION, aMissouri corporation (“ProTip”), THERMADYNE INTERNATIONAL CORP., aDelaware corporation (“International”, and collectively with ProTip,Thermal Arc, Stoody, C & G, Victor, Tweco, Dynamics and Industries,the “Borrowers”), the other persons designated as Credit Parties on thesignature pages hereof, GENERAL ELECTRIC CAPITAL CORPORATION, a Delawarecorporation (“Agent”) and the Persons signatory thereto from time totime as Lenders. Unless otherwise specified herein, capitalized terms used inthis Amendment shall have the meanings ascribed to them in Annex A tothe Credit Agreement.

 

RECITALS

 

WHEREAS, the Borrowers, the CreditParties, Agent and Lenders have entered into that certain Second Amended andRestated Credit Agreement dated as of November 22, 2004 (as furtheramended, supplemented, restated or otherwise modified from time to time, the “CreditAgreement”); and

 

WHEREAS, the Borrowers,Agent and Requisite Lenders have agreed to certain amendments as set forthherein;

 

NOW THEREFORE, inconsideration of the mutual execution hereof and other good and valuableconsideration, the parties hereto agree as follows:

 

1.                                         Amendment to Section 6.2. Section 6.2 of the CreditAgreement is hereby amended to (i) replace the word “and” immediatelyprior to clause (q) thereof with a semicolon and (ii) replace the periodat the end of clause (q) thereof with:

 

“and (r) investments by the Borrowers in anaggregate amount not to exceed $2,500,000 in a Chinese Equity Joint VentureEnterprise with Ningbo Longxing Group Corporation known in English as “NingboUnited Special Welding Materials Company Limited”; provided that aftergiving effect to any such cash investment or portion thereof BorrowingAvailability was at least $8,000,000, with accounts payable being paidconsistent with Borrowers’ practice from January 1, 2005 through July 31,2005; provided, further, however that immediately prior to anysuch cash investment or portion thereof the Borrowers have delivered a 13-weekavailability forecast report, in form and substance reasonably acceptable toAgent, showing that Borrowing Availability will be at least $8,000,000, withaccounts payable being paid consistent with Borrowers’ practice from January 1,2005 through

 

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July 31,2005, for the 30-day period after any such cash investment or portion thereofhas been made.”

 

2.                                           Amendment to Annex E. Annex E of the Credit Agreement ishereby amended and restated in its entirety to read as provided on Exhibit Eattached hereto.

 

3.                                           Amendment to Annex F. Annex F of the Credit Agreement ishereby amended and restated in its entirety to read as provided on Exhibit Fattached hereto.

 

4.                                           Supplement to Schedule 3.8. Schedule 3.8 of the CreditAgreement is hereby supplemented to add information as provided on Schedule 3.8attached hereto.

 

5.                                          Representations and Warranties of CreditParties. The Credit Parties representand warrant that:

 

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

 

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

 

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

 

(a)             execution and delivery of this Amendment bythe Requisite Lenders and the Credit Parties; and

 

(b)            the Agent shall have received a copy of afully executed and delivered amendment, in form and substance satisfactory toAgent, to that certain Second Lien Credit Agreement, dated as of July 29,2004, by and among the Borrowers, Credit Suisse First Boston and the otherPersons signatory thereto;

 

(c)             the Agent shall have received, for theratable benefit of the Lenders, payment of an amendment fee in an amount equalto $10,000 (which shall be fully earned and payable as of the date hereof); and

 

(d)    payment infull of all fees, costs and expenses, including the reasonable fees, costs andexpenses of counsel or other advisors for advice, assistance, or otherrepresentation in connection with this Amendment, as provided in Section11.3(a) of the Credit Agreement.

 

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7.                                           Reference to and Effect Upon the CreditAgreement.

 

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

 

(b)            The execution, delivery and effectiveness ofthis Amendment shall not operate as a waiver of any right, power or remedy ofAgent or any Lender under the Credit Agreement or any Loan Document, norconstitute a waiver or amendment of any provision of the Credit Agreement orany Loan Document, except as specifically set forth herein. Upon theeffectiveness of this Amendment, each reference in the Credit Agreement to “thisCredit Agreement,” “hereunder,” “hereof,” “herein” or words of similar importshall mean and be a reference to the Credit Agreement as amended hereby.

 

8.                                           Governing Law. THIS AMENDMENT SHALL BE GOVERNED BY ANDCONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS (AS OPPOSED TO CONFLICTS OF LAWSPROVISIONS) OF THE STATE OF NEW YORK.

 

9.                                           Headings. Section headings in this Amendment are included herein for convenienceof reference only and shall not constitute a part of this Amendment for anyother purposes.

 

10.                                     Counterparts. This Amendment may be executed in anynumber of counterparts, each of which when so executed shall be deemed anoriginal, but all such counterparts shall constitute one and the sameinstrument.

 

11.                                     Reaffirmation of Guaranties. The Credit Parties signatory hereto hereby reaffirmtheir Guaranties of the Obligations, taking into account the provisions of thisAmendment.

 

[Signature pages follow]

 

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

 
|       | LENDER:                                    |
|------------|--------------------------------------------|
| ** ** | ** **                                 |
|       | **GENERAL ELECTRIC CAPITAL  CORPORATION,** |
|       | as  Agent-and Lender                       |
|       |                                       |
|       | By:                                        | /s/ Dennis W. Cloud |   |
|       |                                       | Duly  Authorized Signatory |
|       |                                       |
|       | CREDIT  PARTIES:                           |
|       |                                       |
|       | **THERMADYNE INDUSTRIES, INC.**            |
|       |                                       |
|       | By:                                        |   |   |
|       | Name:                                      |   |   |
|       | Title:                                     |   |   |
|       |                                       |
|       | **THERMAL DYNAMICS CORPORATION**           |
|       |                                       |
|       |                                       |
|       | By:                                        |   |   |
|       | Name:                                      |   |   |
|       | Title:                                     |   |   |
|       |                                       |
|       |                                       |
|       | **TWECO PRODUCTS, INC.**                   |
|       |                                       |
|       | By:                                        |   |   |
|       | Name:                                      |   |   |
|       | Title:                                     |   |   |
|       |                                       |
|       |                                       |
|       | **VICTOR EQUIPMENT COMPANY**               |
|       |                                       |
|       | By:                                        |   |   |
|       | Name:                                      |   |   |
|       | Title:                                     |   |   |
|            |                                            |  |  |  |  |  |  |

 

----

 

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

 
|       | LENDER:                                    |
|------------|--------------------------------------------|
| ** ** | ** **                                 |
|       | **GENERAL ELECTRIC CAPITAL  CORPORATION,** |
|       | as  Agent-and Lender                       |
|       |                                       |
|       | By:                                        |   |   |
|       |                                       | Duly  Authorized Signatory |
|       |                                       |
|       | CREDIT  PARTIES:                           |
|       |                                       |
|       | **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. |   |
|            |                                            |  |  |  |  |  |  |

 

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|   | **C & G SYSTEMS, INC.**   |
|--------|------------------------------------|
|   |                               |
|   | By:                                | /s/ Patricia S.  Williams |   |
|   | Name:                              | PATRICIA S. WILLIAMS |   |
|   | Title:                             | V.P. SECTY &  G.C. |   |
|   |                               |
|   | **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. |   |
|   |                               |
|   |                               |
|   | **THERMADYNE INTERNATIONAL CORP.** |
|   |                               |
|   | 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. |   |
|        |                                    |  |  |  |  |

 

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

 

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|   | 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. |   |
|   |                                                |
|   | **QUETACK PTY. LTD.**                               |
|   |                                                |
|   |                                                |
|   | 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. |   |
|   |                                                |
|   |                                                |
|   | **THERMADYNE INDUSTRIES LIMITED**                   |
|   |                                                |
|   |                                                |
|   | By:                                                 | /s/ Patricia S.  Williams   |   |
|   | Name:                                               | PATRICIA S. WILLIAMS        |   |
|   | Title:                                              | V.P. SECTY &  G.C. |   |
|        |                                                     |                             |        |  |  |

 

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EXHIBIT E

 

**AMENDED ANDRESTATED****ANNEX****E (Section ****4.1(a))**

**to**

**CREDITAGREEMENT**

 

**FINANCIAL STATEMENTS AND PROJECTIONS — REPORTING**

 

Borrowers shall deliver orcause to be delivered to Agent or to Agent and Lenders, as indicated, thefollowing:

 

(a)                                    Monthly Financials. To Agent and Lenders, within thirty (30)days after the end of each Fiscal Month, financial information regardingHoldings and its Subsidiaries, certified by the Chief Financial Officer ofBorrower Representative, consisting of consolidated and consolidating (i) unauditedbalance sheets as of the close of such Fiscal Month and the related consolidatedand consolidating statement of income and consolidated statement of cash flowsfor that portion of the Fiscal Year ending as of the close of such Fiscal Monthand (ii) unaudited statements of income and cash flows for such FiscalMonth, setting forth in comparative form the figures for the correspondingperiod in the prior year and the figures contained in the Projections for suchFiscal Year, all prepared in accordance with GAAP (subject to normal year-end adjustments).Such financial information shall be accompanied by a certification of the ChiefFinancial Officer of Borrower Representative that (x) such financialinformation presents fairly in all material respects in accordance with GAAP(subject to normal year-end adjustments) the financial position and results ofoperations of Holdings and its Subsidiaries, on a consolidated andconsolidating basis, in each case as at the end of such Fiscal Month and forthat portion of the Fiscal Year then ended and (y) any other informationpresented is true, correct and complete in all material respects and that therewas no Event of Default in existence as of such time or, if an Event of Defaulthas occurred and is continuing, describing the nature thereof and all efforts undertakento cure such Event of Default. In addition, the financial information for thelast month of each Fiscal Quarter shall be accompanied by (A) a ComplianceCertificate and (B) a management discussion and analysis that includes acomparison to budget for that Fiscal Quarter and a comparison of performancefor that Fiscal Quarter to the corresponding period in the prior year.

 

(b)                                   Operating Plan. To Agent and Lenders, as soon as available,but not later than ten (10) Business Days after the end of each FiscalYear (except for the operating plan for the Fiscal Year ending December 31,2005, which shall be delivered by January 31, 2005) an annual operatingplan for Holdings and its Subsidiaries, on a consolidated and consolidatingbasis, approved by the Board of Directors of Holdings and its Subsidiaries, forthe following Fiscal Year, which (i) includes a statement of all of thematerial assumptions on which such plan is based, (ii) includes monthlybalance sheets, income statements and statements of cash flows for thefollowing year and (iii) integrates sales, gross profits, operatingexpenses, operating profit, cash flow projections and Borrowing Availabilityprojections, all prepared on the same basis and in similar detail as that onwhich operating results are reported (and in the case of cash flow projections,representing management’s good faith estimates of future financial performance

 

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based on historical performance), and including plans for personnel,Capital Expenditures and facilities.

 

(c)                                   Annual Audited Financials. To Agent and Lenders, within ninety (90)days after the end of each Fiscal Year, audited Financial Statements forHoldings and its Subsidiaries on a consolidated basis, consisting of balancesheets and statements of income and retained earnings and cash flows, settingforth in comparative form in each case the figures for the previous Fiscal Year,which Financial Statements shall be prepared in accordance with GAAP andcertified without qualification, by an independent certified public accountingfirm of national standing or otherwise acceptable to Agent. Such FinancialStatements shall be accompanied by (i) a reconciliation of the ComplianceCertificate previously delivered in connection with the financial statementsfor December of each year, (ii) a report from such accounting firm tothe effect that, in connection with their audit examination, nothing has cometo their attention to cause them to believe that an Event of Default hasoccurred with respect to the Financial Covenants (or specifying those Events ofDefault that they became aware of), it being understood that such auditexamination extended only to accounting matters and that no specialinvestigation was made with respect to the existence of Events of Default, (iii) theannual letters to such accountants in connection with their audit examinationdetailing contingent liabilities and material litigation matters, and (iv) thecertification of the Chief Executive Officer or Chief Financial Officer ofBorrowers that all such Financial Statements present fairly in all material respectsin accordance with GAAP the financial position, results of operations andstatements of cash flows of Borrowers and their Subsidiaries on a consolidatedand consolidating basis, as at the end of such Fiscal Year and for the periodthen ended, and that there was no Event of Default in existence as of such timeor, if an Event of Default has occurred and is continuing, describing thenature thereof and all efforts undertaken to cure such Event of Default.

 

(d)                                  Management Letters. To Agent and Lenders, within five (5) BusinessDays after receipt thereof by any Credit Party, copies of all management letters,exception reports or similar letters or reports received by such Credit Partyfrom its independent certified public accountants.

 

(e)                                   Default Notices. To Agent and Lenders, as soon aspracticable, and in any event within five (5) Business Days after anexecutive officer of any Borrower has actual knowledge of the existence of anyEvent of Default or other event that has had a Material Adverse Effect, telephonicor telecopied notice specifying the nature of such Event of Default or otherevent, including the anticipated effect thereof, which notice, if giventelephonically, shall be promptly confirmed in writing on the next BusinessDay.

 

(f)                                     SEC Filings and Press Releases. To Agent and Lenders, promptly upon there becomingavailable, copies of: (i) all Financial Statements, reports, notices andproxy statements made publicly available by any Credit Party to its securityholders; (ii) all regular and periodic reports and all registrationstatements and prospectuses, if any, filed by any Credit Party with any securitiesexchange or with the Securities and Exchange Commission or any governmental or privateregulatory authority; and (iii) all press releases and other statementsmade available by any Credit Party to the public concerning material changes ordevelopments in the business of any such Person.

 

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(g)                                  Subordinated Debt and Equity Notices. To Agent, as soon as practicable, copies ofall material written notices given or received by any Credit Party with respectto any Subordinated Debt or Stock of such Person, and, within two (2) BusinessDays after any Credit Party obtains knowledge of any matured or unmatured eventof default with respect to any Subordinated Debt, notice of such event ofdefault.

 

(h)                                 Supplemental Schedules. To Agent, supplemental disclosures, if any,required by Section 5.6.

 

(i)                                      Litigation. To Agent in writing, promptly upon learning thereof, notice of anyLitigation commenced or threatened against any Credit Party that (i) seeksdamages in excess of $250,000, (ii) seeks injunctive relief, (iii) isasserted or instituted against any Plan, its fiduciaries or its assets oragainst any Credit Party or ERISA Affiliate in connection with any Plan, (iv) allegescriminal misconduct by any Credit Party, (v) alleges the violation of anylaw regarding, or seeks remedies in connection with, any EnvironmentalLiabilities or (vi) involves any product recall.

 

(j)                                      Insurance Notices. To Agent, disclosure of losses orcasualties required by Section 5.4.

 

(k)                                   Lease Default Notices. To Agent, (i) within two (2) BusinessDays after receipt thereof, copies of any and all default notices receivedunder or with respect to any leased location or public warehouse whereCollateral is located, (ii) monthly within three (3) Business Daysafter payment thereof, evidence of payment of lease or rental payments as toeach leased or rented location for which a landlord or bailee waiver has notbeen obtained and (iii) such other notices or documents as Agent mayreasonably request.

 

(l)                                      Lease Amendments. To Agent, within two (2) Business Daysafter receipt thereof, copies of all material amendments to real estate leases.

 

(m)                               Hedging Agreements. To Agent, within two (2) Business Daysafter entering into such agreement or amendment, copies of all interest rate,commodity or currency hedging agreements or amendments thereto.

 

(n)                                  Good Standing Certificates. Not less frequently than once during eachcalendar quarter, each Credit Party shall, unless Agent shall otherwiseconsent, provide to Agent a certificate of good standing, certificate ofcompliance, certificate of status or other comparable certification from itsjurisdiction of incorporation or organization.

 

(o)                                 Foreign Investments and Advances. To Agent, concurrently with the delivery ofthe monthly financial statements delivered pursuant to clause (a) ofthis Annex E, a report describing any foreign investment or advancesmade by any Credit Party and their Subsidiaries.

 

(p)                                  Thermadyne Consolidated Statement of CashFlow. To Agent, concurrentlywith the delivery of the monthly financial statements delivered pursuant to clause(a) of this Annex E, a consolidated statement of cash flowincluding the impact of foreign currency adjustments.

 

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(q)                                   Intercompany Report.   ToAgent, concurrently with the delivery of the monthly financial statementsdelivered pursuant to clause (a) of this Annex E, a reportdescribing the year to date changes in accounts payable, notes payable andother investments among the Credit Parties and their Subsidiaries.

 

(r)                                      Other Documents. To Agent and Lenders, such other financialand other information respecting any Credit Party’s business or financialcondition as Agent or any Lender shall from time to time reasonably request.

 

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EXHIBIT F

 

**AMENDED AND RESTATED****ANNEX****F (Section ****4.1(b))**

**to**

**CREDIT AGREEMENT**

 

**COLLATERAL REPORTS**

 

Borrowers shall deliver or cause to be delivered thefollowing:

 

(a)                                    To Agent, upon its request, and in any eventno less frequently than ten (10) Business Days after the end of eachFiscal Month (except that the October, 2004 report shall not be due until November 30,2004) (together with a copy of all or any part of the following reports requestedby any Lender in writing after the Closing Date), each of the followingreports, each of which shall be prepared by the applicable Borrower as of thelast day of the immediately preceding Fiscal Month:

 

(i)                                         a Borrowing Base Certificate with respect toeach Collateral Party, in**each case accompanied by suchsupporting detail and documentation as shall be requested by Agent in itsreasonable discretion;

 

(ii)                                      with respect to each Collateral Party, asummary of Inventory by location and type with a supporting perpetual Inventoryreport, in each case accompanied by such supporting detail and documentation asshall be requested by Agent in its reasonable discretion; and

 

(iii)                                   with respect to each Collateral Party, amonthly aging summary showing Accounts outstanding aged from invoice date asfollows: 1 to 30 days, 31 to 60 days, 61 to 90 days and 91 days or more,accompanied by such supporting detail and documentation as shall be requestedby Agent in its reasonable discretion.

 

(b)                                   To Agent, in addition to the Borrowing BaseCertificate delivered pursuant to clause (a) of this Exhibit F,five (5) Business Days after the 15th day of each Fiscal Month a modifiedBorrowing Base Certificate showing updated gross inventory and accountsreceivable as of the 15th day of the current Fiscal Month withrespect to each Collateral Party with ineligibles and reserves calculated, butnot updated, as of the last day of the immediately preceding Fiscal Month, ineach case accompanied by such supporting detail and documentation for grossinventory and accounts receivable as shall be requested by Agent in itsreasonable discretion, prepared by the applicable Borrower;

 

(c)                                    To Agent, on a monthly basis or at such morefrequent intervals as Agent may request from time to time (together with a copyof all or any part of such delivery requested by any Lender in writing afterthe Closing Date), collateral reports with respect to each Collateral Party,including all additions and reductions (cash and non-cash) with respect toAccounts of such Collateral Party, in each case accompanied by such supportingdetail and documentation as

 

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shall be requested by Agent in its reasonable discretion each of whichshall be prepared by the applicable Collateral Party as of the last day of theimmediately preceding week;

 

(d)                                  To Agent, at the time of delivery of each ofthe monthly Financial Statements delivered pursuant to Annex E:

 

(i)                                        a reconciliation of the Accounts trialbalance of each Collateral Party to such Collateral Party’s most recentBorrowing Base Certificate, general ledger and monthly Financial Statementsdelivered pursuant to Annex E, in each case accompanied by suchsupporting detail and documentation as shall be requested by Agent in itsreasonable discretion;

 

(ii)                                    a reconciliation of the perpetual inventoryby location of each Collateral Party to such Collateral Party’s most recentBorrowing Base Certificate, general ledger and monthly Financial Statementsdelivered pursuant to Annex E, in each case accompanied by suchsupporting detail and documentation as shall be requested by Agent in itsreasonable discretion;

 

(iii)                                 an aging of accounts payable and a reconciliationof that accounts payable aging to each Borrower’s general ledger and monthlyFinancial Statements delivered pursuant to Annex E, in each caseaccompanied by such supporting detail and documentation as shall be requestedby Agent in its reasonable discretion;

 

(iv)                                 a reconciliation of the outstanding Loans asset forth in the monthly Loan Account statement provided by Agent to theBorrowers general ledger and monthly Financial Statements delivered pursuant toAnnex E, in each case accompanied by such supporting detail anddocumentation as shall be requested by Agent in its reasonable discretion;

 

(v)                                    a detailed report of unpaid shipping andrelated charges that are owing or will be owing to shippers with respect toEligible In-Transit Inventory reported on the Borrowing Base for such FiscalMonth;

 

(vi)                                 a detailed report of the Inventory in-transitfrom the United States to Canada on the date thereof; and

 

(vii)                              a detailed report of any amounts payable toany of the Collateral Party’s consignee’s with respect to Eligible ConsignedInventory.

 

(e)                                   To Agent, at the time of delivery of each ofthe annual Financial Statements delivered pursuant to Annex E, (i) alisting of government contracts of each Collateral Party subject to the FederalAssignment of Claims Act of 1940 or the Financial Administration Act (Canada);and (ii) a list of any applications for the registration of any Patent,Trademark or Copyright filed by any Credit Party with the United States Patentand Trademark Office, the United States Copyright Office or any similar officeor agency (in the United States of America or any other jurisdiction) in theprior Fiscal Quarter;

 

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(f)                                    Each Collateral Party, at its own expense,shall deliver to Agent the results of each physical verification, if any, thatsuch Collateral Party or any of its Subsidiaries may in their discretion havemade, or caused any other Person to have made on their behalf, of all or any portionof their Inventory (and, if a Default or an Event of Default has occurred andis continuing, each Collateral Party shall, upon the request of Agent, conduct,and deliver the results of, such physical verifications as Agent may require);

 

(g)                                 Each Collateral Party, at its own expense,shall deliver to Agent such appraisals of its assets as Agent may request atany time, such appraisals to be conducted by an appraiser, and in form andsubstance reasonably satisfactory to Agent; provided, however, so longas no Default or Event of Default is continuing, Agent shall not obtain orrequest an appraisal as to any particular category of Collateral to beperformed more than two times during any Year at Borrower’s expense;

 

(h)                                  Such other reports, statements andreconciliations with respect to the Borrowing Base, Collateral or Obligationsof any or all Credit Parties as Agent shall from time to time request in itsreasonable discretion; and

 

(i)                                      The UK Collateral Party shall, immediatelyupon becoming aware of the same, provide the Agent with details in writing ofany creditor of the UK Collateral Party whose terms of business includeretention of title provisions.

 

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**SCHEDULE 3.8**

 

**SUPPLEMENT TO SCHEDULE 3.8**

**to**

**CREDITAGREEMENT**

 
| ** **                                                                             | ** ** | **Jurisdiction  of**                   | ** ** | **# of  Authorized** | ** ** | **# of  Outstanding** | ** ** | ** **                                       |
|----------------------------------------------------------------------------------------|------------|----------------------------------------|------------|----------------------|------------|-----------------------|------------|--------------------------------------------------|
| **Legal  Name**                                                                        | ** ** | **Organization**                       | ** ** | **Shares by Class**  | ** ** | **Shares by Class**   | ** ** | **%  Ownership of Outstanding Shares**           |
| Ningbo  Fulida Gas Equipment Co., Ltd.                                                 |       | People’s  Republic of China       |       | n/a                  |       | n/a                   |       | 50%  by Thermadyne Holdings Corporation          |
| Unique  Welding Alloys Rustenburg (Pty) Ltd.                                           |       | South  Africa                          |       | 100                  |       | 90                    |       | 90%  by Thermadyne South Africa  (Pty) Ltd. |
| Selrod  Welding (Pty) Ltd.                                                             |       | South  Africa                          |       | 100                  |       | 100                   |       | 100%  by Thermadyne South Africa (Pty) Ltd.      |
| Maxweld  DIY Hardware (Pty) Ltd.                                                       |       | South  Africa                          |       | 100                  |       | 100                   |       | 100%  by Maxweld Braze (Pty) Ltd.                |
| Thermadyne    (Ningbo) Cutting & Welding Equipment Manufacturing Company Ltd. |       | People’s  Republic of China       |       | n/a                  |       | n/a                   |       | 100%  by Thermadyne Holdings Corporation         |
| Ningbo  United Special Welding Materials Company Limited                               |       | People’s  Republic of  China |       | n/a                  |       | n/a                   |       | 50%  by Thermadyne Holdings Corporation          |

 

S-1

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