Exhibit 4.1


 


EIGHTH AMENDMENT


to


SECOND AMENDED AND RESTATED CREDIT AGREEMENT


 


This EIGHTH AMENDMENT TO
SECOND AMENDED AND RESTATED CREDIT AGREEMENT (the “Amendment”), executed
as of October 5, 2005, by and 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”), STOODY COMPANY, a Delaware corporation (“Stoody”), THERMAL ARC,
INC., a Delaware corporation (“Thermal Arc”), PROTIP CORPORATION, a
Missouri corporation (“ProTip”), THERMADYNE INTERNATIONAL CORP., a
Delaware 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 the
signature pages hereof, GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware
corporation (“Agent”) and the Persons signatory thereto from time to
time as Lenders. Unless otherwise specified herein, capitalized terms used in
this Amendment shall have the meanings ascribed to them in Annex A to
the Credit Agreement.


 


RECITALS


 


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


 


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


 


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


 


1.                                         Amendment to Section 6.2. Section 6.2 of the Credit
Agreement is hereby amended to (i) replace the word “and” immediately
prior to clause (q) thereof with a semicolon and (ii) replace the period
at the end of clause (q) thereof with:


 


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


 





















 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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 by
the Requisite Lenders and the Credit Parties; and


 


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


 


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


 


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


 





















 


7.                                           Reference to and Effect Upon the Credit
Agreement.


 


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


 


(b)            The execution, delivery and effectiveness of
this Amendment shall not operate as a waiver of any right, power or remedy of
Agent or any Lender under the Credit Agreement or any Loan Document, nor
constitute a waiver or amendment of any provision of the Credit Agreement or
any Loan Document, except as specifically set forth herein. Upon the
effectiveness of this Amendment, each reference in the Credit Agreement to “this
Credit Agreement,” “hereunder,” “hereof,” “herein” or words of similar import
shall mean and be a reference to the Credit Agreement as amended hereby.


 


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


 


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


 


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


 


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


 


[Signature pages follow]


 





















 


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


 


	
   

  	
  LENDER:

  
	
   

  	
   

  
	
   

  	
  GENERAL ELECTRIC CAPITAL

  CORPORATION,

  
	
   

  	
  as
  Agent-and Lender

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ 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, the
panics 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.

  	
   

  
								



 





















 


	
   

  	
  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.

  	
   

  
						



 





















 


	
   

  	
  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.

  
						



 





















 


	
   

  	
  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.

  	
   

  
						



 





















 


EXHIBIT E


 


AMENDED AND
RESTATED ANNEX
E (Section 4.1(a))


to


CREDIT
AGREEMENT


 


FINANCIAL STATEMENTS AND PROJECTIONS — REPORTING


 


Borrowers shall deliver or
cause to be delivered to Agent or to Agent and Lenders, as indicated, the
following:


 


(a)                                    Monthly Financials. To Agent and Lenders, within thirty (30)
days after the end of each Fiscal Month, financial information regarding
Holdings and its Subsidiaries, certified by the Chief Financial Officer of
Borrower Representative, consisting of consolidated and consolidating (i) unaudited
balance sheets as of the close of such Fiscal Month and the related consolidated
and consolidating statement of income and consolidated statement of cash flows
for that portion of the Fiscal Year ending as of the close of such Fiscal Month
and (ii) unaudited statements of income and cash flows for such Fiscal
Month, setting forth in comparative form the figures for the corresponding
period in the prior year and the figures contained in the Projections for such
Fiscal Year, all prepared in accordance with GAAP (subject to normal year-end adjustments).
Such financial information shall be accompanied by a certification of the Chief
Financial Officer of Borrower Representative that (x) such financial
information presents fairly in all material respects in accordance with GAAP
(subject to normal year-end adjustments) the financial position and results of
operations of Holdings and its Subsidiaries, on a consolidated and
consolidating basis, in each case as at the end of such Fiscal Month and for
that portion of the Fiscal Year then ended and (y) any other information
presented is true, correct and complete in all material respects and that there
was no Event of Default in existence as of such time or, if an Event of Default
has occurred and is continuing, describing the nature thereof and all efforts undertaken
to cure such Event of Default. In addition, the financial information for the
last month of each Fiscal Quarter shall be accompanied by (A) a Compliance
Certificate and (B) a management discussion and analysis that includes a
comparison to budget for that Fiscal Quarter and a comparison of performance
for 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 Fiscal
Year (except for the operating plan for the Fiscal Year ending December 31,
2005, which shall be delivered by January 31, 2005) an annual operating
plan for Holdings and its Subsidiaries, on a consolidated and consolidating
basis, approved by the Board of Directors of Holdings and its Subsidiaries, for
the following Fiscal Year, which (i) includes a statement of all of the
material assumptions on which such plan is based, (ii) includes monthly
balance sheets, income statements and statements of cash flows for the
following year and (iii) integrates sales, gross profits, operating
expenses, operating profit, cash flow projections and Borrowing Availability
projections, all prepared on the same basis and in similar detail as that on
which operating results are reported (and in the case of cash flow projections,
representing management’s good faith estimates of future financial performance


 





















 


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 for
Holdings and its Subsidiaries on a consolidated basis, consisting of balance
sheets and statements of income and retained earnings and cash flows, setting
forth in comparative form in each case the figures for the previous Fiscal Year,
which Financial Statements shall be prepared in accordance with GAAP and
certified without qualification, by an independent certified public accounting
firm of national standing or otherwise acceptable to Agent. Such Financial
Statements shall be accompanied by (i) a reconciliation of the Compliance
Certificate previously delivered in connection with the financial statements
for December of each year, (ii) a report from such accounting firm to
the effect that, in connection with their audit examination, nothing has come
to their attention to cause them to believe that an Event of Default has
occurred with respect to the Financial Covenants (or specifying those Events of
Default that they became aware of), it being understood that such audit
examination extended only to accounting matters and that no special
investigation was made with respect to the existence of Events of Default, (iii) the
annual letters to such accountants in connection with their audit examination
detailing contingent liabilities and material litigation matters, and (iv) the
certification of the Chief Executive Officer or Chief Financial Officer of
Borrowers that all such Financial Statements present fairly in all material respects
in accordance with GAAP the financial position, results of operations and
statements of cash flows of Borrowers and their Subsidiaries on a consolidated
and consolidating basis, as at the end of such Fiscal Year and for the period
then ended, and that there was no Event of Default in existence as of such time
or, if an Event of Default has occurred and is continuing, describing the
nature thereof and all efforts undertaken to cure such Event of Default.


 


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


 


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


 


(f)                                     SEC Filings and Press Releases. To Agent and Lenders, promptly upon there becoming
available, copies of: (i) all Financial Statements, reports, notices and
proxy statements made publicly available by any Credit Party to its security
holders; (ii) all regular and periodic reports and all registration
statements and prospectuses, if any, filed by any Credit Party with any securities
exchange or with the Securities and Exchange Commission or any governmental or private
regulatory authority; and (iii) all press releases and other statements
made available by any Credit Party to the public concerning material changes or
developments in the business of any such Person.


 





















 


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


 


(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 any
Litigation commenced or threatened against any Credit Party that (i) seeks
damages in excess of $250,000, (ii) seeks injunctive relief, (iii) is
asserted or instituted against any Plan, its fiduciaries or its assets or
against any Credit Party or ERISA Affiliate in connection with any Plan, (iv) alleges
criminal misconduct by any Credit Party, (v) alleges the violation of any
law regarding, or seeks remedies in connection with, any Environmental
Liabilities or (vi) involves any product recall.


 


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


 


(k)                                   Lease Default Notices. To Agent, (i) within two (2) Business
Days after receipt thereof, copies of any and all default notices received
under or with respect to any leased location or public warehouse where
Collateral is located, (ii) monthly within three (3) Business Days
after payment thereof, evidence of payment of lease or rental payments as to
each leased or rented location for which a landlord or bailee waiver has not
been obtained and (iii) such other notices or documents as Agent may
reasonably request.


 


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


 


(m)                               Hedging Agreements. To Agent, within two (2) Business Days
after 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 each
calendar quarter, each Credit Party shall, unless Agent shall otherwise
consent, provide to Agent a certificate of good standing, certificate of
compliance, certificate of status or other comparable certification from its
jurisdiction of incorporation or organization.


 


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


 


(p)                                  Thermadyne Consolidated Statement of Cash
Flow. To Agent, concurrently
with the delivery of the monthly financial statements delivered pursuant to clause
(a) of this Annex E, a consolidated statement of cash flow
including the impact of foreign currency adjustments.


 





















 


(q)                                   Intercompany Report.   To
Agent, concurrently with the delivery of the monthly financial statements
delivered pursuant to clause (a) of this Annex E, a report
describing the year to date changes in accounts payable, notes payable and
other investments among the Credit Parties and their Subsidiaries.


 


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


 





















 


EXHIBIT F


 


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


to


CREDIT AGREEMENT


 


COLLATERAL REPORTS


 


Borrowers shall deliver or cause to be delivered the
following:


 


(a)                                    To Agent, upon its request, and in any event
no less frequently than ten (10) Business Days after the end of each
Fiscal 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 requested
by any Lender in writing after the Closing Date), each of the following
reports, each of which shall be prepared by the applicable Borrower as of the
last day of the immediately preceding Fiscal Month:


 


(i)                                         a Borrowing Base Certificate with respect to
each Collateral Party, in each case accompanied by such
supporting detail and documentation as shall be requested by Agent in its
reasonable discretion;


 


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


 


(iii)                                   with respect to each Collateral Party, a
monthly aging summary showing Accounts outstanding aged from invoice date as
follows: 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 requested
by Agent in its reasonable discretion.


 


(b)                                   To Agent, in addition to the Borrowing Base
Certificate delivered pursuant to clause (a) of this Exhibit F,
five (5) Business Days after the 15th day of each Fiscal Month a modified
Borrowing Base Certificate showing updated gross inventory and accounts
receivable as of the 15th day of the current Fiscal Month with
respect to each Collateral Party with ineligibles and reserves calculated, but
not updated, as of the last day of the immediately preceding Fiscal Month, in
each case accompanied by such supporting detail and documentation for gross
inventory and accounts receivable as shall be requested by Agent in its
reasonable discretion, prepared by the applicable Borrower;


 


(c)                                    To Agent, on a monthly basis or at such more
frequent intervals as Agent may request from time to time (together with a copy
of all or any part of such delivery requested by any Lender in writing after
the Closing Date), collateral reports with respect to each Collateral Party,
including all additions and reductions (cash and non-cash) with respect to
Accounts of such Collateral Party, in each case accompanied by such supporting
detail and documentation as


 





















 


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


 


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


 


(i)                                        a reconciliation of the Accounts trial
balance of each Collateral Party to such Collateral Party’s most recent
Borrowing Base Certificate, general ledger and monthly Financial Statements
delivered pursuant to Annex E, in each case accompanied by such
supporting detail and documentation as shall be requested by Agent in its
reasonable discretion;


 


(ii)                                    a reconciliation of the perpetual inventory
by location of each Collateral Party to such Collateral Party’s most recent
Borrowing Base Certificate, general ledger and monthly Financial Statements
delivered pursuant to Annex E, in each case accompanied by such
supporting detail and documentation as shall be requested by Agent in its
reasonable discretion;


 


(iii)                                 an aging of accounts payable and a reconciliation
of that accounts payable aging to each Borrower’s general ledger and monthly
Financial Statements delivered pursuant to Annex E, in each case
accompanied by such supporting detail and documentation as shall be requested
by Agent in its reasonable discretion;


 


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


 


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


 


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


 


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


 


(e)                                   To Agent, at the time of delivery of each of
the annual Financial Statements delivered pursuant to Annex E, (i) a
listing of government contracts of each Collateral Party subject to the Federal
Assignment 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 Patent
and Trademark Office, the United States Copyright Office or any similar office
or agency (in the United States of America or any other jurisdiction) in the
prior Fiscal Quarter;


 





















 


(f)                                    Each Collateral Party, at its own expense,
shall deliver to Agent the results of each physical verification, if any, that
such Collateral Party or any of its Subsidiaries may in their discretion have
made, or caused any other Person to have made on their behalf, of all or any portion
of their Inventory (and, if a Default or an Event of Default has occurred and
is 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 at
any time, such appraisals to be conducted by an appraiser, and in form and
substance reasonably satisfactory to Agent; provided, however, so long
as no Default or Event of Default is continuing, Agent shall not obtain or
request an appraisal as to any particular category of Collateral to be
performed more than two times during any Year at Borrower’s expense;


 


(h)                                  Such other reports, statements and
reconciliations with respect to the Borrowing Base, Collateral or Obligations
of any or all Credit Parties as Agent shall from time to time request in its
reasonable discretion; and


 


(i)                                      The UK Collateral Party shall, immediately
upon becoming aware of the same, provide the Agent with details in writing of
any creditor of the UK Collateral Party whose terms of business include
retention of title provisions.


 





















 


SCHEDULE 3.8


 


SUPPLEMENT TO SCHEDULE 3.8


to


CREDIT
AGREEMENT


 


	
   

  	
   

  	
  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