Exhibit 4.4


 


EXECUTION COPY


 


AMENDMENT NO. 10 AND AGREEMENT (this  “Amendment”) dated as of November 7, 2005, to the
Second Lien Credit Agreement
dated 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., a
Delaware corporation (“International” and, together with ProTip, ThermalArc, Stoody, C & G, Victor,
Tweco, Dynamics and Industries, the “Borrowers”), the Guarantors party thereto, the Lenders
from 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 such
capacity, the “Administrative Agent”) and as collateral agent (in such capacity,the “Collateral Agent’) (as
amended 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. 4
dated 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. 7
dated as of July 1, 2005, by Amendment No. 8 dated as of August 8, 2005, and by Amendment No. 9
dated as of October 7, 2005,
and as further amended, supplemented or modified, the “Credit
Agreement).


 


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


 


B.            The Borrowers have requested that (i) senior
secured second lien  supplemental
term loans (the “Supplemental
Loans”) be
made to the Borrowers by GSO Special
Situations Fund LP (the “Supplemental
Lender”) in
an aggregate principal amount of
$10,000,000, the proceeds of which will be used solely to prepay a portion of the
outstanding Revolving Loan and to pay related fees and expenses, and the terms
of which shall be identical to
the existing Loans outstanding under the Credit Agreement, as amended hereby, (ii) the definition of
the term “Applicable Percentage” set forth in the Credit Agreement be modified, (iii) the
Maturity Date be extended and (iv) certain other changes be made to the
Credit Agreement, all as provided herein.


 





















 


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


 


D.            Capitalized terms
used but not defined herein shall have the meanings assigned to them in the
Credit Agreement.


 


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


 


SECTION 1. Supplemental
Loans.   (a) Subject to the terms and conditions
set forth herein and relying upon the representations and warranties set forth herein
and in the other Loan Documents, the Supplemental Lender agrees to make the Supplemental
Loans 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 Loans
only for the purposes specified in the recitals to this Amendment.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


(d) Section 2. 11(b) of the Credit Agreement is hereby
amended by inserting the following immediately prior to the period at the end
thereof:


 


“; provided, however, that
optional 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 the
Loans to be prepaid) equal to 1.0%.”


 


(e) Section 2.12(c) of the Credit Agreement is hereby
amended by inserting the following immediately prior to the period at the end
thereof:


 


“; provided, however, that
prepayments of Loans required under this Section after May 7, 2006 and
prior to November 7, 2006 shall be accompanied by a prepayment fee in an
amount (expressed as a percentage of the principal amount of the Loans to be
prepaid) equal to 1.0%.”


 


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


 


“(d) On or prior to May 7, 2006, any Lender may elect, by
notice to the Administrative Agent at or prior to the time and in the manner
specified by the Administrative Agent, prior to any prepayment of Loans
required to be made pursuant to this Section, to decline all (but not a
portion) of its pro rata share of
such prepayment (such declined amounts, the “Declined
Proceeds”). Any
Declined Proceeds shall be offered to the Lenders not so declining such prepayment
(with such Lenders having the right to decline any prepayment with Declined
Proceeds 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 (Maximum
Leverage Ratio) of
the Credit Agreement is hereby amended and restated in its entirety to read as
follows:


 


	
  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) of
the Credit Agreement is hereby amended and restated in its entirety to read as
follows:


 


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


 


3





















 


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


 


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


 


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


 


SECTION 3. Representations
and Warranties. To induce the other parties hereto to enter into
this Amendment, the Credit Parties represent and warrant to each of the
Lenders, the Administrative Agent and the Collateral Agent that, after giving effect
to this Amendment, (a) the representations and warranties set forth in Article III
of the Credit Agreement are true and correct in all material respects on and as
of the date hereof, except to the extent such representations and warranties
expressly relate to an earlier date, and (b) no Default or Event of
Default has occurred and is continuing.


 


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


 


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


 


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


 


4





















 


(d) Schedule I to Amendment No. 2 to the Credit
Agreement 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 the
Supplemental Loan Closing Date, the Administrative Agent shall have received,
on behalf of itself and the Lenders, a written opinion of Armstrong Teasdale
LLP, counsel to the Borrowers, to the effect that each Credit Party (other than
the Foreign Guarantors) is duly qualified to transact business and is in good
standing as a foreign corporation in each state set forth opposite its name on Schedule I
attached hereto.


 


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


 


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


 


(b) The representations and warranties set forth in Article III
of the Credit Agreement and in each other Loan Document shall be true and
correct in all material respects on and as of the Supplemental Loan Closing
Date with the same effect as though made on and as of such date, except to the
extent 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 of
itself and the Lenders, a favorable written opinion of Armstrong Teasdale LLP,
counsel for the Borrowers, which opinion shall (A) be dated the
Supplemental Loan Closing Date, (B) be addressed to the Administrative
Agent and the Lenders and (C) cover such matters relating to this
Amendment and the transactions contemplated hereby as the Administrative Agent
shall reasonably request and in form and substance reasonably satisfactory to
the Administrative Agent. The Borrowers hereby request such counsel to deliver
such opinions.


 


(d) The Administrative Agent shall have received (i) an
omnibus certificate, dated the Supplemental Loan Closing Date and signed by the
Secretary or Assistant Secretary of each Credit Party (other than the Foreign
Guarantors), certifying that (A) except as set forth on any schedule attached
thereto, the certificate or articles of incorporation (or other equivalent
formation document) of such Credit Party previously delivered on the Closing
Date have not been amended since the date of such delivery, (B) except as
set forth on any schedule attached thereto, the by-laws (or other
equivalent organizational document) of such Credit Party as in effect and
delivered on the Closing Date have not been amended since the date of such
delivery, (C) attached thereto is a true and complete copy of resolutions
duly adopted by the Board of Directors (or other


 


5





















 


equivalent governing body) of such Credit
Party authorizing the execution, delivery and performance of this Amendment and
the Borrowing of the Supplemental Loans, and that such resolutions have not
been modified, rescinded or amended and are in full force and effect, (D) attached
thereto is a certificate as to the good standing of such Credit Party as of a
recent date by the Secretary of State (or other similar official) of the
jurisdiction of its organization, and (E) as to the incumbency and
specimen signature of each officer executing this Amendment, (ii) a
certificate of another officer as to the incumbency and specimen signature of
the Secretary or Assistant Secretary executing the certificate pursuant to
clause (i) above, and (iii) such other documents as the Lenders or
the 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 of
the Credit Parties (other than the Foreign Guarantors), confirming compliance
with the conditions precedent set forth in paragraph (b) of this Section 5.


 


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


 


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


 


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


 


SECTION 6. Effectiveness.
This Amendment shall become effective as of the date set forth
above 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 of
the First Lien Agent (as defined in the Intercreditor Agreement) required
pursuant to Section 5.2 thereof, in form and substance reasonably
satisfactory to the Administrative Agent; and


 


6





















 


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


 


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


 


SECTION 7. Effect
of Amendment. Except as expressly set forth herein, this
Amendment shall not by implication or otherwise limit, impair, constitute a
waiver of, or otherwise affect the rights and remedies of the Lenders, the
Administrative Agent or the Collateral Agent under the Credit Agreement or any
other Loan Document, and shall not alter, modify, amend or in any way affect
any of the terms, conditions, obligations, covenants or agreements contained in
the Credit Agreement or any other Loan Document, all of which are ratified and
affirmed in all respects and shall continue in full force and effect. Nothing
herein shall be deemed to entitle any Credit Party to a consent to, or a
waiver, amendment, modification or other change of, any of the terms, conditions,
obligations, covenants or agreements contained in the Credit Agreement or any
other Loan Document in similar or different circumstances. This Amendment shall
apply and be effective only with respect to the provisions of the Credit
Agreement specifically referred to herein. After the date hereof, any reference
to the Credit Agreement shall mean the Credit Agreement, as modified hereby.
This Amendment shall constitute a “Loan Document” for all purposes of the Credit
Agreement and the other Loan Documents.


 


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


 


SECTION 9. Applicable Law. THIS
AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE
STATE OF NEW YORK.


 


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


 


SECTION 11. Reaffirmation
of Guaranties and Collateral Documents. Each Credit Party, by
its signature below, hereby (a) agrees that, notwithstanding the effectiveness
of this Amendment, the Collateral Documents continue to be in full force and
effect, (b) affirms and confirms its guaranty of all of the Obligations
and if applicable the pledge of and/or grant of a security interest in its
assets as Collateral to secure the Obligations, all as provided in the
Collateral Documents as originally executed, and acknowledges and agrees that
such guaranty, pledge and/or grant continue in full force


 


7





















 


and effect in
respect of, and to secure, the Obligations under the Credit Agreement, as amended
hereby, and the other Loan Documents, and that such Obligations shall include all
Obligations in respect of the Supplemental Loans, and (c) affirms and
confirms that all the representations and warranties made by or relating to it
contained in the Credit Agreement and the other Loan Documents are true and
correct in all material respects on and as of the Supplemental Loan Closing
Date with the same effect as though made on and as of the Supplemental Loan
Closing Date, except to the extent such representations and warranties
expressly relate to an earlier date.


 


[Remainder of
this page intentionally left blank]


 


8





















 


IN
WITNESS WHEREOF, each of the parties hereto has caused this Amendment to be executed and delivered by its
duly 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