<PAGE>   1
                                                                   EXHIBIT 10.33


                                                                [EXECUTION COPY]




                               U.S. $430,000,000

                               CREDIT AGREEMENT,

                           dated as of May 22, 1998,

                                     among

                              THERMADYNE MFG. LLC,
                            COMWELD GROUP PTY. LTD.,
                                 GENSET S.P.A.
                                      and
                  THERMADYNE WELDING PRODUCTS CANADA LIMITED,
                               as the Borrowers,

                        VARIOUS FINANCIAL INSTITUTIONS,
                                as the Lenders,

                           DLJ CAPITAL FUNDING, INC.,
                   as the Syndication Agent for the Lenders,

                               SOCIETE GENERALE,
                   as the Documentation Agent for the Lenders

                                      and

                              ABN AMRO BANK N.V.,
                  as the Administrative Agent for the Lenders.
<PAGE>   2
                                  ARRANGED BY

              DONALDSON, LUFKIN & JENRETTE SECURITIES CORPORATION






                                       2
<PAGE>   3
                               TABLE OF CONTENTS


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                                                             ARTICLE I
                                                  DEFINITIONS AND ACCOUNTING TERMS

1.1.       Defined Terms  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
1.2.       Use of Defined Terms . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  45
1.3.       Cross-References . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  45
1.4.       Accounting and Financial Determinations  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  46

                                                             ARTICLE II
                             COMMITMENTS, BORROWING AND ISSUANCE PROCEDURES,NOTES AND LETTERS OF CREDIT

2.1.       Commitments  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  46
2.1.1.     Term Loan Commitments  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  47
2.1.2.     Revolving Loan Commitments and Swing Line Loan Commitment  . . . . . . . . . . . . . . . . . . . . . . . .  48
2.1.3.     Letter of Credit Commitment  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  51
2.1.4.     Lenders Not Permitted or Required to Make the Loans  . . . . . . . . . . . . . . . . . . . . . . . . . . .  51
2.1.5.     Issuer Not Permitted or Required to Issue Letters of Credit  . . . . . . . . . . . . . . . . . . . . . . .  52
2.2.       Optional Reduction of the Revolving Loan Commitment Amount . . . . . . . . . . . . . . . . . . . . . . . .  52
2.3.       Borrowing Procedures and Funding Maintenance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  53
2.3.1.     Term Loans and Committed Revolving Loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  53
2.3.2.     Swing Line Loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  53
2.4.       Uncommitted Foreign Currency Revolving Loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  55
2.4.1.     Uncommitted Foreign Currency Revolving Loan Borrowing Request  . . . . . . . . . . . . . . . . . . . . . .  55
2.4.2.     Invitation for Uncommitted Foreign Currency Interest Quotes  . . . . . . . . . . . . . . . . . . . . . . .  56
2.4.3.     Submission and Contents of Uncommitted Foreign Currency Interest . . . . . . . . . . . . . . . . . . . . .  57
2.4.4.     Uncommitted Foreign Currency Revolving Loan Acceptance . . . . . . . . . . . . . . . . . . . . . . . . . .  58
2.5.       Committed Foreign Currency Revolving Loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  59
2.6.       Continuation and Conversion Elections  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  61
2.7.       Funding  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  62
2.8.       Issuance Procedures  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  62
2.8.1.     Other Lenders' Participation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  63
2.8.2.     Disbursements; Conversion to Committed Revolving Loans . . . . . . . . . . . . . . . . . . . . . . . . . .  63
2.8.3.     Reimbursement  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  64
2.8.4.     Deemed Disbursements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  65
2.8.5.     Nature of Reimbursement Obligations  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  65
2.9.       Register; Notes  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  66
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                                                            ARTICLE III
                                             REPAYMENTS, PREPAYMENTS, INTEREST AND FEES

3.1.       Repayments and Prepayments; Application  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  68
3.1.1.     Repayments and Prepayments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  68
3.1.2.     Application  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  73
3.2.       Interest Provisions  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  74
3.2.1.     Rates  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  74
3.2.2.     Post-Maturity Rates  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  75
3.2.3.     Payment Dates  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  75
3.3.       Fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  76
3.3.1.     Commitment Fee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  76
3.3.2.     Administrative Agent Fee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  76
3.3.3.     Letter of Credit Fee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  76

                                                             ARTICLE IV
                                               CERTAIN LIBO RATE AND OTHER PROVISIONS

4.1.       LIBO Rate Lending Unlawful . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  77
4.2.       Deposits Unavailable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  77
4.3.       Increased LIBO Rate Loan Costs, etc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  78
4.4.       Funding Losses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  78
4.5.       Increased Capital Costs  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  79
4.6.       Taxes  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  80
4.7.       Payments, Computations, etc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  82
4.8.       Sharing of Payments  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  83
4.9.       Setoff . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  83
4.10.      Mitigation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  84
4.11.      Replacement of Lenders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  84

                                                             ARTICLE V
                                                  CONDITIONS TO CREDIT EXTENSIONS

5.1.       Initial Credit Extension . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  85
5.1.1.     Resolutions, etc.  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  85
5.1.2.     Transaction Documents  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  85
5.1.3.     Consummation of Merger . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  85
5.1.4.     Closing Date Certificate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  85
5.1.5.     Delivery of Notes  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  85
5.1.6.     Subsidiary Co-Obligation Agreement and Guaranty  . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  86
5.1.7.     Pledge Agreements  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  86
5.1.8.     Security Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  86
5.1.9.     Financial Information, etc.  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  87
5.1.10.    Solvency, etc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  87
5.1.11.    Holdco Equity Contribution, Asset Contribution, Discount Debentures
               Issuance, Closing Date Dividend/Intercompany Loan and Subordinated
                 Debt Issuance  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  88
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5.1.12.    Litigation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  88
5.1.13.    Material Adverse Change  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  88
5.1.14.    Reliance Letters.  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  88
5.1.15.    Opinions of Counsel  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  88
5.1.16.    Insurance  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  88
5.1.17.    Perfection Certificate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  89
5.1.18.    Closing Fees, Expenses, etc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  89
5.1.19.    Satisfactory Legal Form. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  89
5.2.       All Credit Extensions  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  89
5.2.1.     Compliance with Warranties, No Default, etc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  89
5.2.2.     Credit Extension Request.  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  90
5.3.       First Borrowing by Each Foreign Subsidiary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  90

                                                             ARTICLE VI
                                                   REPRESENTATIONS AND WARRANTIES

6.1.       Organization, etc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  91
6.2.       Due Authorization, Non-Contravention, etc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  91
6.3.       Government Approval, Regulation, etc.  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  92
6.4.       Validity, etc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  92
6.5.       Financial Information  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  93
6.6.       No Material Adverse Effect . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  93
6.7.       Litigation, Labor Controversies, etc.  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  93
6.8.       Subsidiaries . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  93
6.9.       Ownership of Properties  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  93
6.10.      Taxes  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  93
6.11.      Pension and Welfare Plans  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  93
6.12.      Environmental Warranties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  94
6.13.      Regulations G, U and X . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  95
6.14.      Accuracy of Information  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  95
6.15.      Solvency . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  96

                                                            ARTICLE VII
                                                             COVENANTS

7.1.       Affirmative Covenants  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  96
7.1.1.     Financial Information, Reports, Notices, etc.  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  96
7.1.2.     Compliance with Laws, etc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  98
7.1.3.     Maintenance of Properties  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  98
7.1.4.     Insurance  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  99
7.1.5.     Books and Records  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  99
7.1.6.     Environmental Covenant . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  99
7.1.7.     Future Subsidiaries  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 100
7.1.8.     Future Leased Property and Future Acquisitions of Real Property; Future Acquisition of Other
           Property . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 101
7.1.9.     Use of Proceeds, etc.  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 101
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7.1.10.    Hedging Obligations  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 102
7.1.11.    Undertaking  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 102
7.1.12.    Mortgages  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 102
7.2.       Negative Covenants . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 103
7.2.1.     Business Activities  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 103
7.2.2.     Indebtedness . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 103
7.2.3.     Liens  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 105
7.2.4.     Financial Covenants  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 107
7.2.5.     Investments  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 108
7.2.6.     Restricted Payments, etc.  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 111
7.2.7.     Capital Expenditures, etc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 114
7.2.8.     Consolidation, Merger, etc.  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 114
7.2.9.     Asset Dispositions, etc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 115
7.2.10.    Modification of Certain Agreements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 116
7.2.11.    Transactions with Affiliates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 117
7.2.12.    Negative Pledges, Restrictive Agreements, etc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 117
7.2.13.    Stock of Subsidiaries  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 118
7.2.14.    Sale and Leaseback . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 118

                                                            ARTICLE VIII
                                                         EVENTS OF DEFAULT

8.1.       Listing of Events of Default . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 118
8.1.1.     Non-Payment of Obligations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 118
8.1.2.     Breach of Warranty . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 118
8.1.3.     Non-Performance of Certain Covenants and Obligations . . . . . . . . . . . . . . . . . . . . . . . . . . . 119
8.1.4.     Non-Performance of Other Covenants and Obligations . . . . . . . . . . . . . . . . . . . . . . . . . . . . 119
8.1.5.     Default on Other Indebtedness  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 119
8.1.6.     Judgments  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 119
8.1.7.     Pension Plans  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 119
8.1.8.     Change in Control  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 120
8.1.9.     Bankruptcy, Insolvency, etc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 120
8.1.10.    Impairment of Security, etc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 120
8.1.11.    Subordinated Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 121
8.2.       Action if Bankruptcy, etc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 121
8.3.       Action if Other Event of Default . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 121

                                                             ARTICLE IX
                                                             THE AGENTS

9.1.       Actions  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 122
9.2.       Funding Reliance, etc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 122
9.3.       Exculpation  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 123
9.4.       Successor  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 123
9.5.       Credit Extensions by Each Agent and Issuer.  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 124
9.6.       Credit Decisions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 124
</TABLE>





                                      -iv-
<PAGE>   7
<TABLE>
<CAPTION>
Section                                                                                                              Page
-------                                                                                                              ----

<S>        <C>                                                                                                        <C>
9.7.       Copies, etc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 124
9.8.       The Syndication Agent, the Documentation Agent and the Administrative Agent  . . . . . . . . . . . . . . . 124

                                                             ARTICLE X
                                                          COMPANY GUARANTY

10.1.      Guaranty . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 125
10.2.      Acceleration of Obligations Hereunder  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 125
10.3.      Obligations Hereunder Absolute, etc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 125
10.4.      Reinstatement, etc.  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 127
10.5.      Waiver, etc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 127
10.6.      Postponement of Subrogation. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 127
10.7.      Successors, Transferees and Assigns; Transfers of Notes, etc.  . . . . . . . . . . . . . . . . . . . . . . 127

                                                             ARTICLE XI
                                                      MISCELLANEOUS PROVISIONS

11.1.      Waivers, Amendments, etc.  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 128
11.2.      Notices  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 129
11.3.      Payment of Costs and Expenses  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 129
11.4.      Indemnification  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 130
11.5.      Survival . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 132
11.6.      Severability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 132
11.7.      Headings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 132
11.8.      Execution in Counterparts, Effectiveness, etc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 132
11.9.      Governing Law; Entire Agreement  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 132
11.10.     Successors and Assigns . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 132
11.11.     Sale and Transfer of Loans and Notes; Participations in Loans and Notes  . . . . . . . . . . . . . . . . . 133
11.11.1.   Assignments  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 133
11.11.2.   Participations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 135
11.12.     Other Transactions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 136
11.13.     Forum Selection, Consent to Jurisdiction and Waiver of Immunities  . . . . . . . . . . . . . . . . . . . . 136
11.14.     Judgment Currency  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 137
11.15.     Waiver of Jury Trial . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 137
11.16.     Confidentiality  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 138
||
</TABLE>





                                      -v-
<PAGE>   8
<TABLE>
<S>                   <C>    <C>
SCHEDULE I            -      Disclosure Schedule
SCHEDULE II           -      Percentages and Administrative Information
SCHEDULE III          -      Illustration Relating to Section 2.5(d)

EXHIBIT A-1           -      Form of Revolving Note
EXHIBIT A-2           -      Form of Term-A Note
EXHIBIT A-3           -      Form of Term-B Note
EXHIBIT A-4           -      Form of Term-C Note
EXHIBIT A-5           -      Form of Swing Line Note
EXHIBIT B-1           -      Form of Committed Loan Borrowing Request
EXHIBIT B-2           -      Form of Issuance Request
EXHIBIT B-3           -      Form of Uncommitted Foreign Currency Revolving Loan Borrowing Request
EXHIBIT B-4           -      Form of Invitation for Uncommitted Foreign Currency Interest Quotes
EXHIBIT B-5           -      Form of Uncommitted Foreign Currency Interest Quote
EXHIBIT B-6           -      Form of Revolving Loan Foreign Currency Commitment Addendum
EXHIBIT B-7           -      Form of Uncommitted Foreign Currency Revolving Borrowing Addendum
EXHIBIT C             -      Form of Continuation/Conversion Notice
EXHIBIT D             -      Form of Closing Date Certificate
EXHIBIT E-1           -      Form of Compliance Certificate
EXHIBIT E-2           -      Form of Restricted Payments Compliance Certificate
EXHIBIT E-3           -      Form of U.S. Dollar Equivalent Certificate
EXHIBIT F-1           -      Form of Company Security Agreement
EXHIBIT F-2           -      Form of Subsidiary Security Agreement
EXHIBIT G-1           -      Form of Holdco Guaranty and Pledge Agreement
EXHIBIT G-2           -      Form of Company Pledge Agreement
EXHIBIT G-3           -      Form of Subsidiary Pledge Agreement
EXHIBIT H             -      Form of Subsidiary Co-Obligation Agreement and Guaranty
EXHIBIT I             -      Form of Perfection Certificate
EXHIBIT J             -      Form of Lender Assignment Agreement
EXHIBIT K-1           -      Form of New York Counsel Opinion
EXHIBIT K-2           -      Form of Local Counsel Opinion
EXHIBIT K-3           -      Form of Opinion of the General Counsel of the Company
EXHIBIT K-4           -      Form of Opinion of Local Counsel to each Foreign Borrower
EXHIBIT L             -      Form of Intercreditor Agreement
</TABLE>





                                      -vi-
<PAGE>   9
                                CREDIT AGREEMENT


                      THIS CREDIT AGREEMENT, dated as of May 22, 1998, is among
Thermadyne Mfg. LLC, a Delaware limited liability company (the "Company"),
Comweld Group Pty. Ltd. (the "Initial Australian Borrower"), GenSet S.p.A. (the
"Initial Italian Borrower"), Thermadyne Welding Products Canada Limited (the
"Initial Canadian Borrower"), the various financial institutions as are or may
become parties hereto (collectively, the "Lenders"), DLJ Capital Funding, Inc.
("DLJ"), as syndication agent for the Lenders (the "Syndication Agent"),
Societe Generale, as documentation agent for the Lenders (the "Documentation
Agent"), and ABN AMRO Bank N.V. ("ABN AMRO"), as administrative agent for the
Lenders (the "Administrative Agent"; the Syndication Agent and the
Administrative Agent are sometimes referred to herein as the "Agents" and each
as an "Agent").


                              W I T N E S S E T H:

                      WHEREAS, DLJ Merchant Banking Partners II, L.P., DLJ
Offshore Partners II, C.V., DLJ Diversified Partners, L.P., DLJMB Funding II,
Inc., DLJ EAB Partners, L.P., UK Investment Plan 1997 Partners, DLJ Diversified
Partners-A, L.P., DLJ ESC II, L.P., DLJ First ESC L.P., DLJ Millennium
Partners, L.P., DLJ Millennium Partners-A, L.P.  and DLJ Merchant Banking
Partners II-A, L.P. (collectively the "DLJMB Entities") own all of the issued
and outstanding Capital Stock of Mercury Acquisition Corporation, a Delaware
corporation ("Mergerco");

                      WHEREAS, the DLJMB Entities and certain current equity
owners of Thermadyne Holdings Corporation, a Delaware corporation
("Thermadyne"), and employees of Thermadyne and its Subsidiaries (such owners,
employees and the DLJMB Entities being, collectively, the "Purchasers") intend
to consummate a leveraged recapitalization of Thermadyne, whereby, among other
things, (i) Thermadyne will contribute all of its assets to the Company (the
"Asset Contribution"), which is a wholly-owned Subsidiary of Thermadyne, and
(ii) thereafter, Mergerco will merge (the "Merger") with and into Thermadyne
(such leveraged recapitalization, Merger, Asset Contribution and all
transactions related thereto, including those described in the recitals hereto,
being herein collectively referred to as the "Transaction");



                                      1
<PAGE>   10
                      WHEREAS, Thermadyne will be the corporation surviving the
Merger (Mergerco, at all times prior to the consummation of the Merger, and
such surviving corporation, at all times after the consummation of the Merger,
being herein collectively referred to as "Holdco"), and, after giving effect to
the Merger, the Purchasers will be the holders of at least 80% of the issued
and outstanding Capital Stock of Holdco;

                      WHEREAS, in connection with the Transaction, and pursuant
to the Transaction Documents, the following capital-raising transactions will
be consummated prior to or contemporaneously with the consummation of the
Merger and the making of the initial Credit Extensions hereunder:

                             a.  Mergerco shall receive a cash equity
                      contribution (the "Holdco Equity Contribution") of
                      approximately $140,000,000 from (i) the issuance of (x)
                      its common stock to certain of the Purchasers (the
                      "Common Stock", with the issuance thereof being herein
                      referred to as the "Common Stock Issuance") and (y)
                      warrants, if warrants are issued, to purchase up to
                      360,000 shares of Common Stock (the "Warrants", with the
                      issuance thereof being herein referred to as the "Warrant
                      Issuance") and (ii) the issuance of preferred stock to
                      certain of the Purchasers (the "Preferred Stock", with
                      the issuance thereof being herein referred to as the
                      "Preferred Stock Issuance"); and

                             b.  Mergerco shall receive gross cash proceeds of
                      not less than $95,000,000 from the issuance of senior
                      discount debentures (the "Discount Debentures", with the
                      issuance thereof being herein referred to as the
                      "Discount Debentures Issuance");

                      WHEREAS, in connection with the Transaction and prior to
or contemporaneously with the consummation of the Merger and the making of the
initial Credit Extensions hereunder, the Company and Thermadyne Capital Corp.,
a Delaware corporation, will issue not more than $207,000,000 in aggregate
principal amount of their 9 7/8% senior subordinated notes due 2008 (the
"Subordinated Notes", with the issuance thereof being herein referred to as the
"Subordinated Debt Issuance");

                      WHEREAS, in connection with the Transaction and the
ongoing working capital and general corporate needs of the Company and its
Subsidiaries, the Company desires to obtain the following financing facilities
from the Lenders:





                                       2
<PAGE>   11
                             (a)  a Term-A Loan Commitment pursuant to which
                      Borrowings of Term-A Loans will be made to the Company
                      and the Initial Foreign Borrowers (other than the Initial
                      Canadian Borrower) on the Closing Date, in an aggregate
                      maximum, original principal amount (calculated, in the
                      case of such Borrowings of Term-A Loans made by any
                      Initial Foreign Borrower, at the U.S. Dollar Equivalent
                      thereof on the Closing Date) not to exceed $100,000,000;

                             (b)  a Term-B Loan Commitment and a Term-C Loan
                      Commitment pursuant to which Borrowings of Term Loans
                      will be made to the Company on the Closing Date in a
                      maximum, original principal amount of $115,000,000 (in
                      the case of Term-B Loans) and $115,000,000 (in the case
                      of Term-C Loans);

                             (c)  a Revolving Loan Commitment (to include
                      availability for Committed Revolving Loans, Swing Line
                      Loans and Letters of Credit) pursuant to which (i)
                      Borrowings of U.S. Dollar Revolving Loans  will be made
                      to the Company and (ii) Borrowings of Committed Foreign
                      Currency Revolving Loans will be made to the Foreign
                      Borrowers, in each case from time to time on and
                      subsequent to the Closing Date but prior to the Revolving
                      Loan Commitment Termination Date and in a maximum
                      aggregate principal amount (together with (x) the U.S.
                      Dollar Equivalent of the Foreign Currency Letter of
                      Credit Outstandings, (y) all Swing Line Loans and (z) the
                      U.S. Dollar Letter of Credit Outstandings) not to exceed,
                      subject to the terms and provisions hereof, the then
                      existing Total Revolving Loan Commitment Amount;
                      provided, however, that not more than $20,000,000 of the
                      proceeds from Revolving Loans may be used for purposes of
                      consummating the Transaction, including the payment of
                      related costs and expenses;

                             (d)  a Letter of Credit Commitment pursuant to
                      which the Issuers will issue U.S. Dollar and Foreign
                      Currency Letters of Credit for the account of the Company
                      and its Subsidiaries from time to time on and subsequent
                      to the Closing Date but prior to the Revolving Loan
                      Commitment Termination Date in a maximum aggregate Stated
                      Amount at any one time outstanding (with Foreign Currency
                      Letter of Credit Outstandings calculated at the U.S.
                      Dollar Equivalent thereof) not to exceed $50,000,000;

                             (e)  a Swing Line Loan Commitment pursuant to
                      which Borrowings of Swing Line Loans (which shall be
                      denominated solely in U.S. Dollars) in an aggregate
                      outstanding principal amount not to exceed $10,000,000
                      will be





                                       3
<PAGE>   12
                      made to the Company on and subsequent to the Closing Date
                      but prior to the Revolving Loan Commitment Termination
                      Date; and

                             (f)  on a committed or uncommitted basis (as
                      agreed upon pursuant hereto), one or more additional
                      facilities pursuant to which Borrowings of Foreign
                      Currency Revolving Loans may be made, on and subsequent
                      to the Closing Date but prior to the Revolving Loan
                      Commitment Termination Date, to Foreign Borrowers in an
                      aggregate outstanding principal amount the U.S. Dollar
                      Equivalent of which (together with (x) the U.S. Dollar
                      Equivalent of all Committed Foreign Currency Loans and
                      (y) the U.S. Dollar Equivalent of all Foreign Currency
                      Letter of Credit Outstandings), subject to the terms and
                      provisions hereof, shall not exceed the Revolving Loan
                      Foreign Currency Limit;

                      WHEREAS, on the Closing Date, contemporaneously with the
consummation of the Merger, the Asset Contribution, the Holdco Equity
Contribution, the Discount Debentures Issuance, the Subordinated Debt Issuance
and the initial Borrowing of Term Loans and Revolving Loans hereunder, the
Company shall distribute to Holdco as a dividend (the "Closing Date Dividend")
and/or make an intercompany loan (the "Intercompany Loan") in an amount equal
to all of the net proceeds of the Subordinated Debt Issuance and the initial
Borrowing of Term Loans and Revolving Loans (other than any such proceeds used
by the Company or any of its Subsidiaries to repay existing Indebtedness of the
Company and its Subsidiaries and to pay fees and expenses related to the
Transaction) for purposes of consummating the Merger, which Intercompany Loan,
if any, shall be evidenced by a promissory note issued by Holdco to the Company
(the "Intercompany Note");

                      WHEREAS, the Lenders are willing, on the terms and
subject to the conditions hereinafter set forth (including Article V), to
extend the Commitments and make the Loans described herein to the Borrowers and
issue (or participate in) Letters of Credit for the account of the Company and
its Subsidiaries;

                      NOW, THEREFORE, the parties hereto agree as follows:





                                       4
<PAGE>   13
                                   ARTICLE I

                        DEFINITIONS AND ACCOUNTING TERMS

                      SECTION 1.1.  Defined Terms.  The following terms
(whether or not underscored) when used in this Agreement, including its
preamble and recitals, shall, except where the context otherwise requires, have
the following meanings (such meanings to be equally applicable to the singular
and plural forms thereof):

                      "ABN AMRO" is defined in the preamble.

                      "Absolute Rate Auction" means a solicitation of
Uncommitted Foreign Currency Interest Quotes setting forth Uncommitted Foreign
Currency Absolute Interest Rates pursuant to Section 2.4.

                      "Acquired Controlled Person" means any Person (i) in
which the Company or any of its Subsidiaries has made an Investment permitted
under subclause (y) of clause (m) of Section 7.2.5 and (ii) as to which the
Company or such Subsidiary exercises control.  For purposes hereof, "control"
means the power to appoint a majority of the board of directors (or other
equivalent governing body) of such Person or to otherwise direct or cause the
direction of the management or policies of such Person, whether by contractual
arrangement or otherwise.

                      "Administrative Agent" is defined in the preamble and
includes each other Person as shall have subsequently been appointed as the
successor Administrative Agent pursuant to Section 9.4.

                      "Administrative Agent Fee Letter" means the confidential
fee letter, dated May 22, 1998, between the Company and the Administrative
Agent.

                      "Affiliate" of any Person means any other Person which,
directly or indirectly, controls, is controlled by or is under common control
with such Person (excluding any trustee under, or any committee with
responsibility for administering, any Plan).  A Person shall be deemed to be
"controlled by" any other Person if such other Person possesses, directly or
indirectly, power (i) to vote 10% or more of the securities (on a fully diluted
basis) having ordinary voting power for the election of directors or managing
general partners, or (ii) to direct or cause the direction of the management
and policies of such Person whether by contract or otherwise.





                                       5
<PAGE>   14
                      "Agents" is defined in the preamble.

                      "Agreement" means, on any date, this Credit Agreement as
originally in effect on the Closing Date and as thereafter from time to time
amended, supplemented, amended and restated, or otherwise modified and in
effect on such date.

                      "Alternate Base Rate" means, for any day and with respect
to all Base Rate Loans, the higher of: (a) 0.50% per annum above the latest
Federal Funds Rate; and (b) the rate of interest in effect for such day as most
recently publicly announced or established by the Administrative Agent in
Chicago, Illinois as its "prime rate" for U.S. Dollar obligations  (The "prime
rate" is a rate set by the Administrative Agent based upon various factors
including the Administrative Agent's costs and desired return, general economic
conditions and other factors, and is used as a reference point for pricing some
loans, which may be priced at, above or below such announced rate.)  Any change
in the prime rate established or announced by the Administrative Agent shall
take effect at the opening of business on the day of such establishment or
announcement.

                      "Annualized" means (i) with respect to the end of the
first Fiscal Quarter of the Company ending after the Closing Date, the
applicable amount for such Fiscal Quarter multiplied by four, (ii) with respect
to the second Fiscal Quarter of the Company ending after the Closing Date, the
applicable amount for such Fiscal Quarter and the immediately preceding Fiscal
Quarter multiplied by two, and (iii) with respect to the third Fiscal Quarter
of the Company ending after the Closing Date, the applicable amount for such
Fiscal Quarter and the immediately preceding two Fiscal Quarters multiplied by
one and one-third.

                      "Applicable Commitment Fee" means, (i) for each day from
the Closing Date through (but excluding) the date upon which the Compliance
Certificate for the second full Fiscal Quarter ending after the Closing Date is
delivered or required to be delivered by the Company to the Administrative
Agent pursuant to clause (c) of Section 7.1.1, a fee which shall accrue at a
rate of 1/2 of 1% per annum, and (ii) for each day thereafter, a fee which
shall accrue at the applicable rate per annum set forth below under the column
entitled "Applicable Commitment Fee", determined by reference to the applicable
Leverage Ratio referred to below:





                                       6
<PAGE>   15
<TABLE>
<CAPTION>
                                                             APPLICABLE
         LEVERAGE RATIO                                    COMMITMENT FEE
         --------------                                    --------------
<S>                                                            <C>
        GREATER THAN OR
         EQUAL TO 5.0:1                                        0.50%
       
        GREATER THAN OR
       EQUAL TO 4.0:1 AND
        LESS THAN 5.0:1                                        0.375%
       
        GREATER THAN OR
       EQUAL TO 3.0:1 AND
        LESS THAN 4.0:1                                        0.30%
       
        LESS THAN 3.0:1                                        0.25%
</TABLE>

The Leverage Ratio used to compute the Applicable Commitment Fee for any date
referred to in clause (ii) above shall be the Leverage Ratio set forth in the
Compliance Certificate most recently delivered by the Company to the
Administrative Agent on or prior to such day pursuant to clause (c) of Section
7.1.1.  Changes in the Applicable Commitment Fee resulting from a change in the
Leverage Ratio shall become effective (as of the first day following the Fiscal
Quarter in respect of which such Compliance Certificate was required to be
delivered) upon delivery by the Company to the Administrative Agent of a new
Compliance Certificate pursuant to clause (c) of Section 7.1.1.  In the event
such Compliance Certificate indicates a Leverage Ratio that would result in an
Applicable Commitment Fee which is greater or lesser than the Applicable
Commitment Fee theretofore in effect, then (A) such greater or lesser
Applicable Commitment Fee shall be deemed to have been in effect for all
purposes of this Agreement from the first day following the Fiscal Quarter in
respect of which such Compliance Certificate was required to be delivered by
the Company to the Administrative Agent pursuant to clause (c) of Section 7.1.1
and (B) if any Borrower shall have theretofore made any payment of commitment
fees in respect of the period from the first day following the Fiscal Quarter
in respect of which such Compliance Certificate was required to be delivered by
the Company to the Administrative Agent pursuant to clause (c) of Section
7.1.1, then, on the next Quarterly Payment Date, either (x) if the new
Applicable Commitment Fee is greater than the Applicable Commitment Fee
theretofore in effect, such Borrower shall pay, as a supplemental payment of
commitment fees, an amount which equals the difference between the amount of
commitment fees that would otherwise have been paid based on such new Leverage
Ratio and the amount of such commitment fees actually so paid, or (y) if the
new Applicable Commitment Fee is less than the Applicable Commitment Fee





                                       7
<PAGE>   16
theretofore in effect, an amount shall be deducted from the interest on
Committed Revolving Loans and commitment fees and Letter of Credit fees under
the first sentence of Section 3.3.3 then otherwise payable in an amount which
equals the difference between the amount of commitment fees so paid and the
amount of commitment fees that would otherwise have been paid based on such new
Leverage Ratio (or, if no such payment is owed by such Borrower to the
Revolving Lenders on such next Quarterly Payment Date, or if such amount owed
by such Borrower is less than such difference, the Revolving Lenders shall pay
to such Borrower on such next Quarterly Payment Date the amount of such
difference less the amount, if any, owed by such Borrower to such Lenders on
such Quarterly Payment Date); provided that, if the Company shall fail to
deliver a Compliance Certificate within the number of days required pursuant to
clause (c) of Section 7.1.1 (without giving effect to any grace period), the
Applicable Commitment Fee from and including the first day after the date on
which such Compliance Certificate was required to be delivered to but not
including the date the Company delivers to the Administrative Agent an
appropriately completed Compliance Certificate shall conclusively equal the
highest Applicable Commitment Fee set forth above.

                      "Applicable Margin" means at all times during the
applicable periods set forth below,

                             (a)  with respect to the unpaid principal amount
                      of each Term-B Loan maintained as a (i) Base Rate Loan,
                      1.25% per annum and (ii) LIBO Rate Loan, 2.50% per annum;

                             (b)  with respect to the unpaid principal amount
                      of each Term-C Loan maintained as a (i) Base Rate Loan,
                      1.50% per annum, and (ii) LIBO Rate Loan, 2.75% per
                      annum;

                             (c)  from the Closing Date through (but excluding)
                      the date upon which the Compliance Certificate for the
                      second full Fiscal Quarter ending after the Closing Date
                      is delivered by the Company to the Administrative Agent
                      pursuant to clause (c) of Section 7.1.1, with respect to
                      the unpaid principal amount of each (i) Swing Line Loan
                      (which shall be borrowed and maintained only as a U.S.
                      Dollar denominated Base Rate Loan) and each Committed
                      Revolving Loan and Term-A Loan maintained as a Base Rate
                      Loan, 1.00% per annum, and (ii) Committed Revolving Loan
                      and Term-A Loan maintained as a LIBO Rate Loan, 2.25% per
                      annum; and





                                       8
<PAGE>   17
                             (d)  at all times after the date of such delivery
                      of the Compliance Certificate described in clause (c)
                      above, with respect to the unpaid principal amount of
                      each Swing Line Loan (which shall be borrowed and
                      maintained only as a U.S. Dollar denominated Base Rate
                      Loan) and each Committed Revolving Loan and Term-A Loan,
                      by reference to the applicable Leverage Ratio and at the
                      applicable percentage per annum set forth below under the
                      column entitled "Applicable Margin for Base Rate Loans",
                      in the case of Base Rate Loans, or by reference to the
                      applicable Leverage Ratio and at the applicable
                      percentage per annum set forth below under the column
                      entitled "Applicable Margin for LIBO Rate Loans", in the
                      case of LIBO Rate Loans:

               APPLICABLE MARGIN FOR COMMITTED REVOLVING LOANS,
                      SWING LINE LOANS AND TERM-A LOANS

<TABLE>
<CAPTION>
                                                      APPLICABLE                       APPLICABLE
                                                   MARGIN FOR BASE                   MARGIN FOR LIBO
               LEVERAGE RATIO                         RATE LOANS                       RATE LOANS
               --------------                         ----------                       ----------
<S>                                               <C>                                <C>

       GREATER THAN OR EQUAL TO 5.0:1                      1.0%                               2.25%

  GREATER THAN OR EQUAL TO 4.0:1 AND LESS
                 THAN 5.0:1                                0.75%                              2.0%

  GREATER THAN OR EQUAL TO 3.0:1 AND LESS
                 THAN 4.0:1                                0.25%                              1.5%

              LESS THAN 3.0:1                              0.0%                               1.0%
</TABLE>

The Leverage Ratio used to compute the Applicable Margin for Swing Line Loans,
Committed Revolving Loans and Term-A Loans for any day referred to in clause
(d) above shall be the Leverage Ratio set forth in the Compliance Certificate
most recently delivered by the Company to the Administrative Agent on or prior
to such day pursuant to clause (c) of Section 7.1.1.  Changes in the Applicable
Margin for Swing Line Loans, Committed Revolving Loans and Term-A Loans
resulting from a change in the Leverage Ratio shall become effective (as of the
first day following the Fiscal Quarter in respect of which such Compliance
Certificate was required to be delivered) upon delivery by the Company to the
Administrative Agent of a new Compliance Certificate pursuant to clause (c) of
Section 7.1.1.  In the event such Compliance Certificate indicates a Leverage
Ratio that would result in an Applicable Margin which is greater or lesser than
the Applicable Margin theretofore in effect, then (A) such greater or lesser
Applicable Margin shall be deemed to be in effect for all purposes of this
Agreement from the first day following the Fiscal Quarter in





                                       9
<PAGE>   18
respect of which such Compliance Certificate was required to be delivered by
the Company to the Administrative Agent pursuant to clause (c) of Section 7.1.1
and (B) if any Borrower shall have theretofore made any payment of interest in
respect of Swing Line Loans, Committed Revolving Loans or Term-A Loans, or of
Letter of Credit fees pursuant to the first sentence of Section 3.3.3, in any
such case in respect of the period from the first day following the Fiscal
Quarter in respect of which such Compliance Certificate was required to be
delivered to the actual date of delivery of such Compliance Certificate, then,
on the next Quarterly Payment Date, either (x) if the new Applicable Margin is
greater than the Applicable Margin theretofore in effect, such Borrower shall
pay as a supplemental payment of interest and/or Letter of Credit fees, an
amount which equals the difference between the amount of interest and Letter of
Credit fees that would otherwise have been paid based on such new Leverage
Ratio and the amount of such interest and Letter of Credit fees actually so
paid, or (y) if the new Applicable Margin is less than the Applicable Margin
theretofore in effect, an amount shall be deducted from the interest on
Committed Revolving Loans, commitment fees and Letter of Credit fees (in the
case of differences in respect of interest on Committed Revolving Loans and
Letter of Credit fees) or from the interest on Term-A Loans (in the case of
differences in respect of interest on Term-A Loans) thereafter payable by such
Borrower in an amount which equals the difference between the amount of
interest and Letter of Credit fees so paid and the amount of interest and
Letter of Credit fees that would otherwise have been paid based on such new
Leverage Ratio (or, if no payment by such Borrower to the Revolving Lenders or
Term-A Lenders, as the case may be, will thereafter accrue hereunder, or if the
amount that so accrues is less than such difference, the Revolving Lenders or
the Term-A Lenders, as the case may be, will promptly pay to such Borrower an
amount equal to such difference less the amount, if any, of such accrued and
unpaid payments); provided, that if the Company shall fail to deliver a
Compliance Certificate within the number of days required pursuant to clause
(c) of Section 7.1.1 (without giving effect to any grace period), the
Applicable Margin for all Committed Revolving Loans, Term-A Loans and Letters
of Credit from and including the first day after the date on which such
Compliance Certificate was required to be delivered to but not including the
date the Company delivers to the Administrative Agent a Compliance Certificate
shall conclusively equal the highest Applicable Margin for the relevant type of
Loan set forth in clause (d) above.

                      "Approved Fund" means, with respect to any Lender that is
a fund that invests in bank loans, any other fund that invests in bank loans
and is advised or managed by the same investment advisor as such Lender or by
an Affiliate of such investment advisor.





                                       10
<PAGE>   19

                      "Arranger" means Donaldson, Lufkin & Jenrette Securities
Corporation, a Delaware corporation.

                      "Asset Contribution" is defined in the second recital.

                      "Assignee Lender" is defined in Section 11.11.1.

                      "Assignor Lender" is defined in Section 11.11.1.

                      "Assumed Indebtedness" means Indebtedness of a Person
which (i) is in existence at the time such Person becomes a Subsidiary of the
Company or (ii) is assumed in connection with an Investment in or acquisition
of such Person, and has not been incurred or created by such Person in
connection with, or in anticipation or contemplation of, such Person becoming a
Subsidiary of the Company.

                      "Australian Borrower" means the Initial Australian
Borrower and any other Non-U.S. Subsidiary that (i) has its principal business
operations located in Australia and (ii) has satisfied all of the conditions
set forth in Section 5.3.

                      "Australian Dollars" means the lawful currency of
Australia.

                      "Authorized Officer" means, relative to any Obligor,
those of its officers whose signatures and incumbency shall have been certified
to the Administrative Agent and the Lenders pursuant to Section 5.1.1 or clause
(c) of Section 5.3.

                      "Base Financial Statements" is defined in clause (a) of
Section 5.1.9.

                      "Base Rate Loan" means a Committed Loan bearing interest
at a fluctuating rate determined by reference to the Alternate Base Rate.

                      "Borrowers" means the Company and the Foreign Borrowers.

                      "Borrowing" means, as the context may require, Loans of
the same type, made to the same Borrower and in the same Currency (and, in the
case of LIBO Rate Loans, having the same Interest Period) made by the relevant
Lenders on the same Business Day and pursuant to the same Borrowing Request in
accordance with Section 2.1 (in the case of Committed Loans) or Section 2.4 (in
the case of Uncommitted Foreign Currency Revolving Loans).





                                       11
<PAGE>   20
                      "Borrowing Request" means, (i) in the case of Committed
Loans, a Committed Loan Borrowing Request, and (ii) in the case of Uncommitted
Foreign Currency Revolving Loans, an Uncommitted Foreign Currency Revolving
Loan Borrowing Request.

                      "Business Day" means any day which is neither a Saturday
or Sunday nor a legal holiday on which banks are authorized or required to be
closed in New York City and, (i) with respect to Borrowings of, Interest
Periods with respect to, payments of principal and interest in respect of,
conversions of Base Rate Loans into, and LIBO Rate Auctions with respect to,
LIBO Rate Loans, on which dealings in the applicable Currency are carried on in
the London interbank market and (ii) with respect to Borrowings of, Interest
Periods with respect to, payments of principal and interest in respect of,
Foreign Currency Loans or Reimbursement Obligations in respect of Foreign
Currency Letters of Credit, on which banks are generally open for business in
the principal financial center of the jurisdiction of such Foreign Currency.

                      "Canadian Borrower" means the Initial Canadian Borrower
and any other Non-U.S. Subsidiary that (i) has its principal business
operations located in Canada and (ii) has satisfied all of the conditions set
forth in Section 5.3.

                      "Canadian Dollars" means the lawful currency of Canada.

                      "Capital Expenditures" means for any period, the sum,
without duplication, of (i) the aggregate amount of all expenditures of the
Company and its Subsidiaries for fixed or capital assets made during such
period which, in accordance with GAAP, would be classified as capital
expenditures, and (ii) to the extent not included in clause (i) above, the
aggregate amount of the principal component of all Capitalized Lease
Liabilities incurred during such period by the Company and its Subsidiaries;
provided that Capital Expenditures shall not include (i) any such expenditures
or any such principal component funded with (x) any Casualty Proceeds, as
permitted under clause (f) of Section 3.1.1, or (y) any Net Disposition
Proceeds of any asset sale permitted under clause (c) of Section 7.2.9 or any
asset sale of obsolete or worn out equipment permitted under subclause (a)(i)
of Section 7.2.9 or (ii) any Investment made under Section 7.2.5 (other than
pursuant to clause (d) thereof).

                      "Capital Stock" means, with respect to any Person, (i)
any and all shares, interests, participations, rights or other equivalents of
or interests in (however designated) corporate or capital stock, including,
without limitation, shares of preferred or preference stock of such Person,
(ii) all partnership interests (whether





                                       12
<PAGE>   21
general or limited) in such Person, (iii) all membership interests or limited
liability company interests in such Person, and (iv) all other equity or
ownership interests in such Person of any other type.

                      "Capitalized Lease Liabilities" means, without
duplication, all monetary obligations of the Company or any of its Subsidiaries
under any leasing or similar arrangement which, in accordance with GAAP, would
be classified as capitalized leases, and, for purposes of this Agreement and
each other Loan Document, the amount of such obligations shall be the
capitalized amount thereof, determined in accordance with GAAP, and the stated
maturity thereof shall be the date of the last payment of rent or any other
amount due under such lease prior to the first date upon which such lease may
be terminated by the lessee without payment of a penalty.

                      "Cash Equivalent Investment" means, at any time:

                             (a)  any evidence of Indebtedness, maturing not
                      more than one year after such time, issued directly by
                      the United States of America or any agency thereof or
                      guaranteed by the United States of America or any agency
                      thereof;

                             (b)  commercial paper, maturing not more than nine
                      months from the date of issue, which is (i) rated at
                      least A-l by S&P or P-l by Moody's, or (ii) issued by any
                      Lender (or its holding company);

                             (c)  any time deposit, certificate of deposit or
                      bankers acceptance, maturing not more than one year after
                      such time, maintained with or issued by either (i) a
                      commercial banking institution (including U.S. branches
                      of foreign banking institutions) that is a member of the
                      Federal Reserve System and has a combined capital and
                      surplus and undivided profits of not less than
                      $500,000,000, or (ii) any Lender;

                             (d)  short-term tax-exempt securities rated not
                      lower than MIG-1/1+ by either Moody's or S&P with
                      provisions for liquidity or maturity accommodations of
                      183 days or less;

                             (e)  repurchase agreements which (i) are entered
                      into with any entity referred to in clause (b) or (c)
                      above or any other financial institution whose unsecured
                      long-term debt (or the unsecured long-term debt of whose
                      holding company) is rated at least A- or better by S&P or
                      Baa1 or better by Moody's and maturing not more than one
                      year after such time and (ii) are secured by a





                                       13
<PAGE>   22
                      fully perfected security interest in securities of the
                      type referred to in clause (a) above which have a market
                      value at the time such repurchase agreement is entered
                      into of not less than 100% of the repurchase obligation
                      of such counterparty entity with whom such repurchase
                      agreement has been entered into;

                             (f)  any money market or similar fund not less
                      than 95% of the assets of which are comprised of any of
                      the items specified in clauses (a) through (e) above and
                      as to which withdrawals are permitted at least every 90
                      days; or

                             (g)  in the case of any Subsidiary of the Company
                      organized or having its principal place of business
                      outside the United States, investments denominated in the
                      Currency of the jurisdiction in which such Subsidiary is
                      organized or has its principal place of business which
                      are similar to the items specified in clauses (a) through
                      (f) above.

                      "Casualty Event" means the damage, destruction or
condemnation, as the case may be, of property of the Company or any of its
Subsidiaries.

                      "Casualty Proceeds" means, with respect to any Casualty
Event, the amount of any insurance proceeds or condemnation awards received by
the Company or any of its Subsidiaries in connection therewith, but excluding
any proceeds or awards required to be paid to a creditor (other than the
Lenders) which holds a Lien on the property which is the subject of such
Casualty Event which Lien (x) is permitted by Section 7.2.3 and (y) has
priority over the Liens securing the Obligations.

                      "CERCLA" means the Comprehensive Environmental Response,
Compensation and Liability Act of 1980, as amended.

                      "CERCLIS" means the Comprehensive Environmental Response
Compensation and Liability Information System List.

                      "Certificate of Merger" means the Certificate of Merger
relating to the Merger of Thermadyne and Mergerco, as filed with the Secretary
of State of Delaware on May 22, 1998.

                      "Change in Control" means (i) the failure of Holdco at
any time to own, directly or indirectly, free and clear of all Liens and
encumbrances (other than Liens of the types permitted to exist under clauses
(b), (f) and (i) of Section 7.2.3), all





                                       14
<PAGE>   23
right, title and interest in 100% of the Capital Stock of the Company; (ii) the
failure of the DLJMB Entities and their Affiliates to own at least 51% (on a
fully diluted basis) of the economic and voting interest in the Voting Stock of
Holdco; or (iii) the failure of the DLJMB Entities and their Affiliates at any
time to have the right to designate or nominate at least 51% of the Board of
Directors of Holdco.

                      "Closing Date" means the date of the initial Credit
Extension, not to be later than June 30, 1998.

                      "Closing Date Certificate" means a certificate of an
Authorized Officer of the Company substantially in the form of Exhibit D
hereto, delivered pursuant to Section 5.1.4.

                      "Closing Date Dividend" is defined in the seventh
recital.

                      "Code" means the Internal Revenue Code of 1986, as
amended.

                      "Commitment" means, as the context may require, a
Lender's Term-A Loan U.S. Dollar Commitment, Term-A Loan Australian Dollar
Commitment, Term-A Loan Lira Commitment, Term-B Loan Commitment, Term-C Loan
Commitment, Revolving Loan U.S. Dollar Commitment, Revolving Loan Australian
Dollar Commitment, Revolving Loan Canadian Dollar Commitment, Revolving Loan
Lira Commitment, other Revolving Loan Foreign Currency Commitment (if any),
Letter of Credit Commitment in respect of any Currency or the Swing Line
Lender's Swing Line Loan Commitment.

                      "Commitment Amount" means, as the context may require,
the Term-A Loan U.S. Dollar Commitment Amount, the Term-A Loan Australian
Dollar Commitment Amount, the Term-A Loan Lira Commitment Amount, the Term-B
Loan Commitment Amount, the Term-C Loan Commitment Amount, the Revolving Loan
U.S. Dollar Commitment Amount, the Revolving Loan Australian Dollar Commitment
Amount, the Revolving Loan Canadian Dollar Commitment Amount, the Revolving
Loan Lira Commitment Amount, any other Revolving Loan Foreign Currency
Commitment Amount (if any), the Letter of Credit Commitment Amount, the U.S.
Dollar Letter of Credit Commitment Amount, any Foreign Currency Letter of
Credit Commitment Amount (if any) or the Swing Line Loan Commitment Amount.





                                       15
<PAGE>   24
                      "Commitment Letter" means the commitment letter, dated
January 20, 1998, among the DLJMB Entities, the Arranger and the Syndication
Agent including all annexes and exhibits thereto.

                      "Commitment Termination Date" means, as the context may
require, the Revolving Loan Commitment Termination Date or any Term Loan
Commitment Termination Date.

                      "Commitment Termination Event" means (i) the occurrence
of any Event of Default described in clauses (b) through (d) of Section 8.1.9
with respect to any Obligor (other than Immaterial Subsidiaries), or (ii) the
occurrence and continuance of any other Event of Default and either (x) the
declaration of the Loans or other Obligations to be due and payable pursuant to
Section 8.3, or (y) in the absence of such declaration, the giving of notice by
the Administrative Agent, acting at the direction of the Required Lenders, to
the Company that the Commitments have been terminated.

                      "Committed Australian Dollar Revolving Loan" is defined
in clause (b) of  Section 2.1.2.

                      "Committed Borrowing" means a Borrowing of Committed
Loans.

                      "Committed Canadian Dollar Revolving Loan" is defined in
clause (c) of Section 2.1.2.

                      "Committed Foreign Currency Revolving Loan" means a
Committed Australian Dollar Revolving Loan, a Committed Canadian Dollar
Revolving Loan, a Committed Lira Revolving Loan or any other Loan made pursuant
to a Revolving Loan Foreign Currency Commitment.

                      "Committed Lira Revolving Loan" is defined in clause (d)
of Section 2.1.2.

                      "Committed Loan" means a Term Loan, a Swing Line Loan or
a Committed Revolving Loan.

                      "Committed Loan Borrowing Request" means a loan request
and certificate duly executed by an Authorized Officer of the applicable
Borrower, substantially in the form of Exhibit B-1 hereto.





                                       16
<PAGE>   25
                      "Committed Revolving Loan" means a U.S. Dollar Revolving
Loan or a Committed Foreign Currency Revolving Loan.

                      "Common Stock" is defined in the fourth recital.

                      "Common Stock Issuance" is defined in the fourth recital.

                      "Company" is defined in the preamble.

                      "Company Pledge Agreement" means the Pledge Agreement
executed and delivered by an Authorized Officer of the Company pursuant to
clause (b) of Section 5.1.7, substantially in the form of Exhibit G-2 hereto,
as amended, supplemented, amended and restated or otherwise modified from time
to time.

                      "Company Security Agreement" means the Security Agreement
executed and delivered by an Authorized Officer of the Company pursuant to
Section 5.1.8, substantially in the form of Exhibit F-1 hereto, as amended,
supplemented, amended and restated or otherwise modified from time to time.

                      "Compliance Certificate" means a certificate duly
completed and executed by an Authorized Officer that is the president, chief
executive officer, treasurer, assistant treasurer, controller or chief
financial officer of the Company, substantially in the form of Exhibit E-1
hereto.

                      "Contingent Liability" means any agreement, undertaking
or arrangement by which any Person guarantees, endorses or otherwise becomes or
is contingently liable upon (by direct or indirect agreement, contingent or
otherwise, to provide funds for payment, to supply funds to, or otherwise to
invest in, a debtor, or otherwise to assure a creditor against loss) the
indebtedness, obligation or any other liability of any other Person (other than
by endorsements of instruments in the course of collection), or guarantees the
payment of dividends or other distributions upon the shares of any other
Person.  The amount of any Person's obligation under any Contingent Liability
shall (subject to any limitation set forth therein) be deemed to be the
outstanding principal amount of the debt, obligation or other liability
guaranteed thereby.

                      "Continuation/Conversion Notice" means a notice of
continuation or conversion and certificate duly executed by an Authorized
Officer of the applicable Borrower, substantially in the form of Exhibit C
hereto.





                                       17
<PAGE>   26
                      "Controlled Group" means all members of a controlled
group of corporations and all members of a controlled group of trades or
businesses (whether or not incorporated) under common control which, together
with the Company, are treated as a single employer under Section 414(b) or
414(c) of the Code or Section 4001 of ERISA, or for purposes of Section 412 of
the Code, Section 414(m) or Section 414(o) of the Code.

                      "Credit Extension" means, as the context may require, (i)
the making of a Loan (including without limitation the making of any Foreign
Currency Loan) by a Lender, or (ii) the issuance of any Letter of Credit
(including without limitation the issuance of any Foreign Currency Letter of
Credit), or the extension of any Stated Expiry Date of any previously issued
Letter of Credit (including without limitation the extension of any Stated
Expiry Date of any previously issued  Foreign Currency Letter of Credit), by an
Issuer.

                      "Credit Extension Request" means, as the context may
require, any Borrowing Request or Issuance Request.

                      "Currency" means, as the context may require, U.S.
Dollars or any Foreign Currency.

                      "Current Assets" means, on any date, without duplication,
all assets which, in accordance with GAAP, would be included as current assets
on a consolidated balance sheet of the Company and its Subsidiaries at such
date as current assets (excluding, however, amounts due and to become due from
Affiliates of the Company which have arisen from transactions which are other
than arm's-length and in the ordinary course of its business).

                      "Current Liabilities" means, on any date, without
duplication, all amounts which, in accordance with GAAP, would be included as
current liabilities on a consolidated balance sheet of the Company and its
Subsidiaries at such date, excluding current maturities of Indebtedness.

                      "Debt" means, without duplication, the outstanding
principal amount of all Indebtedness of the Company and its Subsidiaries that
(i) is of the type referred to in clause (a), (b) (other than undrawn trade
letters of credit and undrawn letters of credit in respect of workers'
compensation, insurance, performance and surety bonds and similar obligations,
in each case incurred in the ordinary course of business) or (c) of





                                       18
<PAGE>   27
the definition of "Indebtedness" and (ii) any Contingent Liability in respect
of any of the foregoing types of Indebtedness.

                      "Default" means any Event of Default or any condition,
occurrence or event which, after notice or lapse of time or both, would, unless
cured or waived, constitute an Event of Default.

                      "Disbursement" is defined in Section 2.8.2.

                      "Disbursement Date" is defined in Section 2.8.2.

                      "Disbursement Due Date" is defined in Section 2.8.2.

                      "Disclosure Schedule" means the Disclosure Schedule
attached hereto as Schedule I, as it may be amended, supplemented or otherwise
modified from time to time by the Company with the written consent of the
Required Lenders.

                      "Discount Debentures" is defined in the fourth recital.

                      "Discount Debentures Issuance" is defined in the fourth
recital.

                      "DLJ" is defined in the preamble.

                      "DLJMB Entities" is defined in the first recital.

                      "DLJMB Fee Letter" means the confidential fee letter,
dated as of January 20, 1998, among the DLJMB Entities, the Arranger and the
Syndication Agent.

                      "Documentation Agent" means Societe Generale, in its
capacity as documentation agent under this Agreement.

                      "EBITDA" means, for any applicable period, subject to
clause (b) of Section 1.4, the sum (without duplication) for the Company and
its Subsidiaries on a consolidated basis of

                             (a)  Net Income,

plus





                                       19
<PAGE>   28
                             (b)  the amount deducted in determining Net Income
                      representing (i) net periodic post-retirement benefits
                      paid in cash and (ii) non-cash charges or expenses,
                      including depreciation and amortization,

plus

                             (c)  the amount deducted in determining Net Income
                      representing income taxes (whether paid or deferred),

plus

                             (d)  the amount deducted in determining Net Income
                      representing Interest Expense and fees, expenses and
                      management bonuses (to the extent, in the case of
                      management bonuses, paid at or prior to the Closing Date)
                      and financing costs incurred in connection with the
                      Transaction,

plus

                             (e)  the amount deducted in determining Net Income
                      representing any net loss realized in connection with any
                      sale, lease, conveyance or other disposition of any asset
                      (other than in the ordinary course of business from the
                      Company or any of its Subsidiaries to the Company or any
                      of its Subsidiaries) or any extraordinary or
                      non-recurring loss,

minus

                             (f)  Restricted Payments of the type referred to
                      in clause (c)(i) of Section 7.2.6 made during such
                      period,


minus

                             (g) the amount included in determining Net Income
                      representing any extraordinary gain.

                      "Environmental Laws" means all applicable federal, state
or local statutes, laws, ordinances, codes, rules and regulations (including
consent decrees and administrative orders) relating to the protection of the
environment or the effect of the environment on human health and safety.





                                       20
<PAGE>   29
                      "ERISA" means the Employee Retirement Income Security Act
of 1974, as amended.

                      "Event of Default" is defined in Section 8.1.

                      "Excess Cash Flow" means, for any applicable period, the
excess (if any), of

                             (a)  EBITDA for such applicable period;

over

                             (b)  the sum, without duplication (for such
                      applicable period) of

                                    (i)  the cash portion of Interest Expense 
                             (net of interest income) for such applicable 
                             period;

                      plus

                                    (ii)  scheduled payments, to the extent 
                             actually made, of the principal amount of the Term
                             Loans and scheduled payments and optional and
                             mandatory prepayments of the principal of any other
                             funded Debt (including Capitalized Lease
                             Liabilities) and mandatory prepayments of the
                             principal amount of Revolving Loans pursuant to
                             clause (g) of Section 3.1.1 in connection with a
                             reduction of any Revolving Loan Commitment Amount,
                             in each case to the extent actually made and for
                             such applicable period;

                      plus

                                    (iii)  all federal, state and foreign 
                             income taxes actually paid or payable in cash by
                             the Company and its Subsidiaries in such applicable
                             period;

                      plus

                                    (iv)  Capital Expenditures actually made 
                             during such applicable period pursuant to clause
                             (a) of Section 7.2.7 (excluding Capital
                             Expenditures constituting Capitalized Lease
                             Liabilities and by way of the incurrence of
                             Indebtedness permitted pursuant to clause (c) of





                                       21
<PAGE>   30
                             Section 7.2.2 to a vendor of any assets permitted
                             to be acquired pursuant to Section 7.2.7 to finance
                             the acquisition of such assets);

                      plus

                                    (v)  the amount of the net increase (if 
                             any) of Current Assets, other than cash and Cash
                             Equivalent Investments, over Current Liabilities of
                             the Company and its Subsidiaries for such
                             applicable period;

                      plus

                                    (vi)  Investments permitted and actually 
                             made pursuant to clauses (d), (m) and (o) of
                             Section 7.2.5 during such applicable period;

                      plus

                                    (vii)  gains on sales of assets (other than
                             sales permitted under clause (a) of Section 7.2.9);

                      plus

                                    (viii)  Restricted Payments of the types 
                             described in clauses (c)(ii), (c)(iii),  (c)(iv)
                             and (c)(v) of Section 7.2.6 made during such
                             period;

                      plus

                                    (ix)  amounts paid in cash in respect of 
                             periodic post-retirement benefits (whether or not
                             previously accrued).

                      "Exchange Equivalent" means, on any date of
determination, (a) with respect to any Foreign Currency, the equivalent amount
in U.S. Dollars of such Foreign Currency, and (b) with respect to U.S. Dollars,
the equivalent amount  in the applicable Foreign Currency of U.S. Dollars, in
each case as determined by reference to the New York foreign exchange selling
rates, as published in The Wall Street Journal on such date of determination
for the immediately preceding Business Day, or, if such rate is not available,
such equivalent amount shall be determined by the Administrative Agent (in
accordance with its standard practices) by using the quoted





                                       22
<PAGE>   31
spot rate offered to the Administrative Agent in the New York foreign exchange
market for such Foreign Currency at approximately 11:00 a.m., New York time, on
such date of determination.

                      "Excluded Equity Proceeds" means any proceeds received by
Holdco or the Company from the sale or issuance by such Person of its Capital
Stock or any warrants or options in respect of any such Capital Stock or the
exercise of any such warrants or options, in each case pursuant to any such
sale, issuance or exercise constituting or resulting from (i) capital
contributions to, or Capital Stock issuances by, Holdco or the Company
(exclusive of any such contribution or issuance resulting from a Public
Offering or a widely distributed private offering exempted from the
registration requirements of Section 5 of the Securities Act of 1933, as
amended), (ii) any subscription agreement, incentive plan or similar
arrangement with any officer, employee or director of such Person or any of its
Subsidiaries, (iii) any loan made by Holdco, the Company or any of their
respective Subsidiaries pursuant to clause (g) of Section 7.2.5, (iv) the sale
of any Capital Stock of Holdco to any officer, director or employee described
in clause (ii) above; provided such proceeds do not exceed $15,000,000 in the
aggregate, (v) the Holdco Equity Contribution or (vi) the exercise of the
Warrants or any options or warrants issued to any officer, employee or director
described in clause (ii) above.

                      "Existing Letters of Credit" means those letters of
credit which (i) are outstanding on the Closing Date, (ii) have been disclosed
on Item 7.2.2(a) ("Ongoing Indebtedness") of the Disclosure Schedule and (iii)
have been issued by a Lender or one of its Affiliates.

                      "Federal Funds Rate" means, for any period, a fluctuating
interest rate per annum equal for each day during such period to

                             (a)  the weighted average of the rates on
                      overnight federal funds transactions with members of the
                      Federal Reserve System arranged by federal funds brokers,
                      as published for such day (or, if such day is not a
                      Business Day, for the next preceding Business Day) by the
                      Federal Reserve Bank of New York; or

                             (b)  if such rate is not so published for any day
                      which is a Business Day, the average of the quotations
                      for such day on such transactions received by the
                      Administrative Agent from three federal funds brokers of
                      recognized standing selected by it.





                                       23
<PAGE>   32
                      "Fee Letter" means, as the context may require, the DLJMB
Fee Letter or the Administrative Agent Fee Letter.

                      "Fiscal Quarter" means any quarter of a Fiscal Year.

                      "Fiscal Year" means any twelve month period ending on
December 31 of any calendar year.

                      "Fixed Charge Coverage Ratio" means, at the end of any
Fiscal Quarter, subject to clause (b) of Section 1.4, the ratio computed for
the period consisting of such Fiscal Quarter and each of the three immediately
prior Fiscal Quarters of

                             (a)  EBITDA for all such Fiscal Quarters

                      to

                             (b)  the sum (without duplication) of

                                    (i)  Capital Expenditures actually made 
                             during all such Fiscal Quarters pursuant to clause
                             (a) of Section 7.2.7 (excluding Capital
                             Expenditures constituting Capitalized Lease
                             Liabilities and by way of the incurrence of
                             Indebtedness permitted pursuant to Section 7.2.2(c)
                             to a vendor of any assets permitted to be acquired
                             pursuant to Section 7.2.7 to finance the
                             acquisition of such assets);

                      plus

                                    (ii)  the cash portion of Interest Expense 
                             (net of interest income) for all such Fiscal
                             Quarters, provided that for the first three Fiscal
                             Quarters ending after the Closing Date, Interest
                             Expense shall be determined on an Annualized basis;

                      plus

                                    (iii)  all scheduled payments of principal 
                             of the Term Loans and other funded Debt (including
                             the principal portion of any Capitalized Lease
                             Liabilities) during all such Fiscal Quarters,
                             provided that for the first three Fiscal Quarters
                             ending after the Closing Date, such payments shall
                             be determined on an Annualized basis;





                                       24
<PAGE>   33
                      plus

                                    (iv) cash taxes actually paid or payable 
                             during all such Fiscal Quarters.

                      "Foreign Borrower" means, as the context may require, the
Initial Australian Borrower, the Initial Canadian Borrower, the Initial Italian
Borrower, or any other Non-U.S. Subsidiary of the Company that shall have
satisfied all of the conditions set forth in Section 5.3.

                      "Foreign Currency" means any currency other than U.S.
Dollars.

                      "Foreign Currency Equivalent" means the Exchange
Equivalent in the applicable Foreign Currency of any amount of U.S. Dollars.

                      "Foreign Currency Issuer" means any Lender as may be
designated by the Company (and consented to by the Agents and such Lender, such
consent by the Agents not to be unreasonably withheld) in its capacity as
issuer of Foreign Currency Letters of Credit.

                      "Foreign Currency Letter of Credit" means a Letter of
Credit denominated in a Foreign Currency.

                      "Foreign Currency Letter of Credit Commitment" means a
Letter of Credit Commitment in respect of Foreign Currency Letters of Credit.

                      "Foreign Currency Letter of Credit Commitment Amount"
means, at any time in respect of any Foreign Borrower, the aggregate amount at
such time of the Commitments of all applicable Issuers to issue Foreign
Currency Letters of Credit to such Foreign Borrower denominated in a Foreign
Currency; provided, that the Foreign Currency Letter of Credit Commitment
Amount in respect of any Foreign Borrower shall not exceed the then applicable
Revolving Loan Foreign Currency Commitment Amount for such Foreign Borrower, as
such amount may be reduced pursuant to Section 2.2 or increased pursuant to
Section 2.5.

                      "Foreign Currency Letter of Credit Outstandings" means,
on any date, an amount equal to the sum of





                                       25
<PAGE>   34
                             (a)  the then aggregate outstanding amount which
                      is undrawn and available under all issued and outstanding
                      Foreign Currency Letters of Credit,

                      plus

                             (b)  the then aggregate amount of all unpaid and
                      outstanding Reimbursement Obligations in respect of such
                      Foreign Currency Letters of Credit.

                      "Foreign Currency Loan" means a Term-A Australian Dollar
Loan, a Term-A Lira Loan or a Foreign Currency Revolving Loan.

                      "Foreign Currency Revolving Loan" means an Uncommitted
Foreign Currency Revolving Loan or a Committed Foreign Currency Revolving Loan.

                      "F.R.S. Board" means the Board of Governors of the
Federal Reserve System or any successor thereto.

                      "GAAP" is defined in Section 1.4.

                      "Hazardous Material" means

                             (a)  any "hazardous substance", as defined by
                      CERCLA;

                             (b)  any "hazardous waste", as defined by the
                      Resource Conservation and Recovery Act, as amended;

                             (c)  any petroleum product; or

                             (d)  any pollutant or contaminant or hazardous,
                      dangerous or toxic chemical, material or substance within
                      the meaning of any other applicable federal, state or
                      local law, regulation, ordinance or requirement
                      (including consent decrees and administrative orders)
                      relating to or imposing liability or standards of conduct
                      concerning any hazardous, toxic or dangerous waste,
                      substance or material, all as amended or hereafter
                      amended.

                      "Hedging Obligations" means, with respect to any Person,
all liabilities of such Person under interest rate or currency swap agreements,
interest or exchange rate cap agreements and interest or exchange rate collar
agreements, and all other





                                       26
<PAGE>   35
agreements or arrangements designed to protect such Person against fluctuations
in interest rates, currency exchange rates or commodity prices.

                      "herein", "hereof", "hereto", "hereunder" and similar
terms contained in this Agreement or any other Loan Document refer to this
Agreement or such other Loan Document, as the case may be, as a whole and not
to any particular Section, paragraph or provision of this Agreement or such
other Loan Document.

                      "Holdco" is defined in the third recital.

                      "Holdco Equity Contribution" is defined in the fourth
recital.

                      "Holdco Guaranty and Pledge Agreement" means the Guaranty
and Pledge Agreement executed and delivered by an Authorized Officer of Holdco
pursuant to clause (a) of Section 5.1.7, substantially in the form of Exhibit
G-1 hereto, as amended, supplemented, amended and restated or otherwise
modified from time to time.

                      "Immaterial Subsidiary" means each Subsidiary of the
Company that (a) accounted for no more than 3% of the consolidated gross
revenues of the Company and its Subsidiaries for the most recently completed
Fiscal Quarter with respect to which, pursuant to Section 7.1.1(a) or 7.1.1(b),
financial statements have been, or are required to have been, delivered by the
Company on or before the date as of which any such determination is made, as
reflected in such financial statements; and (b) has assets which represent no
more than 3% of the consolidated gross assets of the Company and its
Subsidiaries as of the last day of the most recently completed Fiscal Quarter
with respect to which, pursuant to Section 7.1.1(a) or 7.1.1(b), financial
statements have been, or are required to have been, delivered by the Company on
or before the date as of which any such determination is made, as reflected in
such financial statements.

                      "Impermissible Qualification" means, relative to the
opinion or certification of any independent public accountant as to any
financial statement of any Obligor, any qualification or exception to such
opinion or certification (i) which is of a "going concern" or similar nature,
(ii) which relates to the limited scope of examination of matters relevant to
such financial statement (except, in the case of matters relating to any
acquired business or assets, in respect of the period prior to the acquisition
by such Obligor of such business or assets), or (iii) which relates to the
treatment or classification of any item in such financial statement and which,
as a condition to its





                                       27
<PAGE>   36
removal, would require an adjustment to such item the effect of which would be
to cause the Company to be in default of any of its obligations under Section
7.2.4.

                      "including" means including without limiting the
generality of any description preceding such term, and, for purposes of this
Agreement and each other Loan Document, the parties hereto agree that the rule
of ejusdem generis shall not be applicable to limit a general statement, which
is followed by or referable to an enumeration of specific matters, to matters
similar to the matters specifically mentioned.

                      "Indebtedness" of any Person means, without duplication:

                             (a)  all obligations of such Person for borrowed
                      money or for the deferred purchase price of property or
                      services (exclusive of deferred purchase price
                      arrangements in the nature of open or other accounts
                      payable owed to suppliers on normal terms in connection
                      with the purchase of goods and services in the ordinary
                      course of business) and all obligations of such Person
                      evidenced by bonds, debentures, notes or other similar
                      instruments;

                             (b)  all obligations, contingent or otherwise,
                      relative to the face amount of all letters of credit,
                      whether or not drawn, and banker's acceptances issued for
                      the account of such Person;

                             (c)  all Capitalized Lease Liabilities;

                             (d)  net liabilities of such Person under all
                      Hedging Obligations;

                             (e)  whether or not so included as liabilities in
                      accordance with GAAP, all Indebtedness of the types
                      referred to in clauses (a) through (d) above (excluding
                      prepaid interest thereon) secured by a Lien on property
                      owned or being purchased by such Person (including
                      Indebtedness arising under conditional sales or other
                      title retention agreements), whether or not such
                      Indebtedness shall have been assumed by such Person or is
                      limited in recourse; provided, however, that, to the
                      extent such Indebtedness is limited in recourse to the
                      assets securing such Indebtedness, the amount of such
                      Indebtedness shall be limited to the fair market value of
                      such assets; and

                             (f)  all Contingent Liabilities of such Person in
                      respect of any of the foregoing.





                                       28
<PAGE>   37
For all purposes of this Agreement, the Indebtedness of any Person shall
include the Indebtedness of any partnership or joint venture in which such
Person is a general partner or a joint venturer (to the extent such Person is
liable for such Indebtedness).

                      "Indemnified Liabilities" is defined in Section 11.4.

                      "Indemnified Parties" is defined in Section 11.4.

                      "Initial Australian Borrower" is defined in the preamble.

                      "Initial Canadian Borrower" is defined in the preamble.

                      "Initial Foreign Borrowers" means, collectively, the
Initial Australian Borrower, the Initial Canadian Borrower and the Initial
Italian Borrower.

                      "Initial Italian Borrower" is defined in the preamble.

                      "Intercompany Loan" is defined in the seventh recital.

                      "Intercompany Note" is defined in the seventh recital.

                      "Intercreditor Agreement" means the Amended and Restated
Intercreditor Agreement, dated as of May 22, 1998, between the Administrative
Agent and The Bank of New York, in substantially the form of Exhibit L hereto,
as amended, supplemented, amended and restated or otherwise modified from time
to time.

                      "Interest Coverage Ratio" means, at the end of any Fiscal
Quarter, subject to clause (b) of Section 1.4, the ratio computed for the
period consisting of such Fiscal Quarter and each of the three immediately
prior Fiscal Quarters of:

                             (a)  EBITDA (for all such Fiscal Quarters)

                      to

                             (b)  the cash portion of Interest Expense (net of
                      interest income) (for all such Fiscal Quarters; provided
                      that for the first three Fiscal Quarters ending after the
                      Closing Date, Interest Expense shall be determined on an
                      Annualized basis).





                                       29
<PAGE>   38
                      "Interest Expense" means, for any period, the aggregate
consolidated interest expense of the Company and its Subsidiaries for such
period, as determined in accordance with GAAP, including (a) financing costs in
respect of any Receivables Transaction and (b) the portion of any payments made
in respect of Capitalized Lease Liabilities allocable to interest expense, but
excluding (to the extent included in interest expense) up-front fees and
expenses and the amortization of all deferred financing costs.

                      "Interest Period" means, (a) as to any LIBO Rate Loan
that is a Committed Loan, the period commencing on the Borrowing date of such
Loan or on the date on which the Loan is converted into or continued as a LIBO
Rate Loan, and ending on the date one, two, three, six or, if available in the
Administrative Agent's reasonable determination, nine or twelve months
thereafter as selected by the applicable Borrower in its Borrowing Request or
its Conversion/Continuation Notice; provided however that:

                             (i)  if any Interest Period would otherwise end on
                      a day that is not a Business Day, that Interest Period
                      shall be extended to the following Business Day unless
                      the result of such extension would be to carry such
                      Interest Period into another calendar month, in which
                      event such Interest Period shall end on the preceding
                      Business Day;

                             (ii)  any Interest Period that begins on the last
                      Business Day of a calendar month (or on a day for which
                      there is no numerically corresponding day in the calendar
                      month at the end of such Interest Period) shall end on
                      the last Business Day of the calendar month at the end of
                      such Interest Period;

                             (iii)  no Interest Period for any Loan shall
                      extend beyond the Stated Maturity Date for such Loan;

                             (iv)  no Interest Period applicable to a Term Loan
                      or portion thereof shall extend beyond any date upon
                      which is due any scheduled principal payment in respect
                      of the Term Loans unless the aggregate principal amount
                      of Term Loans represented by Base Rate Loans, or by LIBO
                      Rate Loans having Interest Periods that will expire on or
                      before such date, equals or exceeds the amount of such
                      principal payment; and

                             (v)  there shall be no more than 20 Interest
                      Periods in respect of Committed Loans in effect at any
                      one time;





                                       30
<PAGE>   39
provided, that with respect to each Borrowing of Term Loans consisting of LIBO
Rate Loans made on the Closing Date, Interest Period means the period
commencing on (and including) the Business Day on which such Borrowing is made
and ending on (but excluding) the last Business Day of the calendar month
following the month in which such Borrowing was made; and

                      (b)  as to any Uncommitted Foreign Currency LIBO
Revolving Loan, the period commencing on the Borrowing date of such Loan and
ending on the date such integral number of weeks or months thereafter as
selected by the applicable Foreign Borrower in its Uncommitted Foreign Currency
Revolving Loan Borrowing Request; provided, however, that:

                             (i)  if any Interest Period would otherwise end on
                      a day that is not a Business Day, that Interest Period
                      shall be extended to the following Business Day unless,
                      in the case of an Interest Period of an integral number
                      of months, the result of such extension would be to carry
                      such Interest Period into another calendar month, in
                      which event such Interest Period shall end on the
                      preceding Business Day;

                             (ii)  any Interest Period of an integral number of
                      months that begins on the last Business Day of a calendar
                      month (or on a day for which there is no numerically
                      corresponding day in the calendar month at the end of
                      such Interest Period) shall end on the last Business Day
                      of the calendar month at the end of such Interest Period;
                      and

                             (iii)  no Interest Period shall extend beyond the
                      Revolving Loan Commitment Termination Date.

                      "Investment" means, relative to any Person, (i) any loan
or advance made by such Person to any other Person (excluding commission,
travel, relocation and similar advances to officers, directors and employees
(or individuals acting in similar capacities) made in the ordinary course of
business), or (ii) any investment, contribution or similar transfer made by
such Person for purposes of acquiring or maintaining any ownership or similar
interest in another Person or a business of another Person (whether through the
ownership or acquisition of Capital Stock, revenues or profits or otherwise,
including by way of merger, consolidation or otherwise).  The amount of any
Investment shall be the original principal or capital amount thereof less all
returns of principal or equity thereon (and without adjustment by reason of the
financial condition of such other Person) and shall, if made by the





                                       31
<PAGE>   40
transfer or exchange of property other than cash, be deemed to have been made
in an original principal or capital amount equal to the fair market value of
such property at the time of such transfer or exchange.

                      "Investors' Agreement" means the Investors' Agreement,
dated as of the Closing Date, among Mergerco and the Purchasers.

                      "Invitation for Uncommitted Foreign Currency Interest
Quotes" means an invitation to Lenders having a Percentage of any Revolving
Loan Commitment of greater than zero, substantially in the form of Exhibit B-4
hereto, sent to such Lenders by the Administrative Agent on behalf of the
applicable Foreign Borrower pursuant to Section 2.4, inviting such Lenders to
submit Uncommitted Foreign Currency Interest Quotes in accordance with Section
2.4.3.

                      "Issuance Request" means a Letter of Credit request and
certificate duly executed by an Authorized Officer of the applicable Borrower,
substantially in the form of Exhibit B-2 hereto.

                      "Issuer" means a U.S. Dollar Issuer or a Foreign Currency
Issuer.

                      "Italian Borrower" means the Initial Italian Borrower and
any other Non-U.S. Subsidiary that (i) has its principal business operations
located in Italy and (ii) has satisfied all of the conditions set forth in
Section 5.3.

                      "Lender Assignment Agreement" means a Lender Assignment
Agreement substantially in the form of Exhibit J hereto.

                      "Lenders" is defined in the preamble.

                      "Letter of Credit" is defined in Section 2.1.3.

                      "Letter of Credit Commitment" means, with respect to any
Issuer in respect of any Currency, such Issuer's obligation to issue Letters of
Credit denominated in such Currency pursuant to Section 2.1.3 and, with respect
to each of the other Lenders that has a Revolving Loan Commitment in respect of
such Currency, the obligation of each such Lender to participate in such
Letters of Credit pursuant to Section 2.8.1.

                      "Letter of Credit Commitment Amount" means, on any date,
with respect to U.S. Dollar Letters of Credit and Foreign Currency Letters of
Credit, a maximum





                                       32
<PAGE>   41
amount of $50,000,000, as such amount may be reduced from time to time pursuant
to Section 2.2 or increased pursuant to Section 2.5.

                      "Letter of Credit Outstandings" means, on any date, an
amount equal to the sum of

                             (a)  the U.S. Dollar Letter of Credit Outstandings
                      on such date,

                      plus

                             (b)  the U.S. Dollar Equivalent of the Foreign
                      Currency Letter of Credit Outstandings on such date.

                      "Letter of Credit Reimbursement Obligation Rate" means
(i) in the case of Foreign Currency Letters of Credit denominated in Australian
Dollars, Canadian Dollars or Lire, the LIBO Rate applicable to Foreign Currency
Revolving Loans made as LIBO Rate Loans in a principal amount approximately
equal to the stated amount of the Letter of Credit and having an Interest
Period of one month, and (ii) in the case of Foreign Currency Letters of Credit
denominated in any other Foreign Currency, the rate set forth in the applicable
Revolving Loan Foreign Currency Commitment Addendum.

                      "Leverage Ratio" means, at the end of any Fiscal Quarter,
subject to clause (b) of Section 1.4, the ratio of

                             (a)  total Debt (less cash and Cash Equivalent
                      Investments) of the Company and its Subsidiaries on a
                      consolidated basis outstanding at such time;

                      to

                             (b)  EBITDA for the period of four consecutive
                      Fiscal Quarters ended on such date.

                      "LIBO Rate" means, relative to any Interest Period for
LIBO Rate Loans in any Currency, the rate of interest per annum determined by
the Administrative Agent to be the arithmetic mean (rounded upward to the next
1/100th of 1%) of the rates of interest per annum at which deposits in such
Currency in the approximate amount of the Loan to be made or continued as, or
converted into, a LIBO Rate Loan by the Administrative Agent (or, in the case
of any LIBO Rate in respect of LIBO Rate





                                       33
<PAGE>   42
Loans in which the Administrative Agent will not participate, $1,000,000 or the
Foreign Currency Equivalent thereof) and having a maturity comparable to such
Interest Period would be offered to the Administrative Agent in the London
interbank market at its request at approximately 11:00 a.m. (London time) two
Business Days prior to the commencement of such Interest Period; provided,
that, for purposes of LIBO Rate Loans denominated in Australian Dollars, "LIBO
Rate" shall mean the "bid rate" quoted on the page entitled "BBSY" of the
Reuters Monitor System at or about 10:00 a.m. (Melbourne, Australia time) on
the first day of the applicable Interest Period for bank accepted bills which
have a tenor comparable to such Interest Period.

                      "LIBO Rate Auction" means a solicitation of Uncommitted
Foreign Currency Interest Quotes setting forth Uncommitted Foreign Currency
Interest Margins based on the LIBO Rate pursuant to Section 2.4.

                      "LIBO Rate Loan" means a Loan in any Currency bearing
interest, at all times during an Interest Period applicable to such Loan, at a
fixed rate of interest determined by reference to the LIBO Rate for such
Currency.

                      "LIBO Rate (Reserve Adjusted)" means, relative to any
Loan denominated in U.S. Dollars to be made, continued or maintained as, or
converted into, a LIBO Rate Loan for any Interest Period, the rate of interest
per annum (rounded upwards to the next 1/100th of 1%) determined by the
Administrative Agent as follows:
                                                           LIBO Rate
                          LIBO Rate          =  -------------------------------
                          (Reserve Adjusted)    1.00 - LIBOR Reserve Percentage

                      The LIBO Rate (Reserve Adjusted) for any Interest Period
for LIBO Rate Loans will be adjusted automatically as to all LIBO Rate Loans
that are then outstanding as of the effective date of any change in the LIBOR
Reserve Percentage.

                      "LIBOR Office" means, relative to any Lender (i) in the
case of Committed Revolving Loans denominated in U.S. Dollars, Australian
Dollars, Canadian Dollars or Lire or Term Loans, the office of such Lender
designated as such on Schedule II hereto or designated in the Lender Assignment
Agreement pursuant to which such Lender became a Lender hereunder, (ii) in the
case of LIBO Rate Loans that are Committed Foreign Currency Revolving Loans
denominated in any other Foreign Currency, the office of such Lender designated
as such in the applicable Revolving Loan Foreign Currency Commitment Addendum
or (iii) in either case, such other





                                       34
<PAGE>   43
office of a Lender as shall be so designated from time to time by notice from
such Lender to the Company and the Administrative Agent, which shall be making
or maintaining LIBO Rate Loans of such Lender in such Currency hereunder.

                      "LIBOR Reserve Percentage" means, relative to any
Interest Period for LIBO Rate Loans denominated in U.S. Dollars, the percentage
(expressed as a decimal, rounded upward to the next 1/100th of 1%) in effect on
such day (whether or not applicable to any Lender) under regulations issued
from time to time by the F.R.S. Board for determining the maximum reserve
requirement (including any emergency, supplemental or other marginal reserve
requirement) with respect to Eurocurrency funding (currently referred to as
"Eurocurrency Liabilities" in Regulation D of the F.R.S. Board).

                      "Lien" means any security interest, mortgage, pledge,
hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or
otherwise), charge against or interest in property, or any filing or recording
of any instrument or document in respect of the foregoing, to secure payment of
a debt or performance of an obligation or any other priority or preferential
treatment of any kind or nature whatsoever that has the practical effect of
creating a security interest in property.

                      "Lira" or "Lire" means the lawful currency of Italy.

                      "Loan" means, as the context may require, a Revolving
Loan, a Term-A Loan, a Term-B Loan, a Term-C Loan or a Swing Line Loan, in each
case, of any type and, in the case of Term-A Loans and Revolving Loans, in any
available Currency.

                      "Loan Document" means this Agreement, the Notes, the
Letters of Credit, each Revolving Loan Foreign Currency Commitment Addendum,
each Uncommitted Foreign Currency Revolving Borrowing Addendum, each Rate
Protection Agreement relating to Hedging Obligations of the Company or any of
its Subsidiaries (including without limitation a Foreign Borrower), each
Borrowing Request, each Issuance Request, each Fee Letter, each Pledge
Agreement, the Subsidiary Co-Obligation Agreement and Guaranty, each Mortgage
(upon execution and delivery thereof), each Security Agreement and each other
agreement, document or instrument delivered in connection with this Agreement
or any other Loan Document, whether or not specifically mentioned herein or
therein, and for purposes of Article X and Sections 11.3, 11.4 and 11.11, the
term "Loan Document" shall also include the Intercreditor Agreement.





                                       35
<PAGE>   44
                      "Material Adverse Effect" means (a) a material adverse
effect on the condition (financial or otherwise), business, assets or results
of operations of the Company and its Subsidiaries, taken as a whole, but
excluding, for purposes of the initial Credit Extension only, (i) any change
resulting from general economic conditions and (ii) with respect to the
agreements set forth on Schedule 3.04(c) to the Merger Agreement, any changes
arising out of the Transaction and the public announcement thereof.

                      "Material Documents" means the Merger Agreement, the
Organic Documents of the Company and the Investors' Agreement, each as amended,
supplemented, amended and restated or otherwise modified from time to time as
permitted in accordance with the terms hereof or of any other Loan Document.

                      "Merger" is defined in the second recital.

                      "Merger Agreement" means the Agreement and Plan of
Merger, dated as of January 20, 1998, and amended on April 22, 1998 (as
amended, supplemented, amended and restated or otherwise modified from time to
time in accordance with Section 7.2.10) between  Thermadyne and Mergerco.

                      "Mergerco" is defined in the first recital.

                      "Moody's" means Moody's Investors Service, Inc.

                      "Mortgage" means, collectively, each Mortgage or Deed of
Trust executed and delivered pursuant to the terms of this Agreement, including
clause (b) of Section 7.1.8 or 7.1.12, in form and substance reasonably
satisfactory to the Agents.

                      "Net Debt Proceeds" means, with respect to the
incurrence, sale or issuance by the Company or any of its Subsidiaries of any
Debt (other than Debt incurred as part of the Transaction and other Debt
permitted by Section 7.2.2 as in effect on the date hereof), the excess of:

                             (a)  the gross cash proceeds received, directly or
                      indirectly, by the Company or any of its Subsidiaries
                      from such incurrence, sale or issuance,

over





                                       36
<PAGE>   45
                             (b)  the sum (without duplication) of (i) all
                      reasonable and customary underwriting commissions and
                      legal, investment banking, brokerage and accounting and
                      other professional fees, sales commissions and
                      disbursements and all other reasonable fees, expenses and
                      charges, in each case actually incurred in connection
                      with such incurrence, sale or issuance and (ii) in the
                      case of any Debt incurred, sold or issued by any Non-U.S.
                      Subsidiary, any taxes or other costs or expenses
                      resulting from repatriating any such proceeds to the
                      United States.

                      "Net Disposition Proceeds" means, with respect to any
sale, transfer or other disposition of any assets of the Company or any of its
Subsidiaries (other than transfers made as part of the Transaction and other
sales permitted pursuant to clause (a), (b), (d) or (e) of Section 7.2.9, but
including any sale or issuance of Capital Stock of any such Subsidiary to any
Person other than the Company or any of its Subsidiaries), the excess of:

                             (a)  the gross cash proceeds received, directly or
                      indirectly, by the Company or any of its Subsidiaries
                      from any such sale, transfer or other disposition and any
                      cash payments received in respect of promissory notes or
                      other non-cash consideration delivered to the Company or
                      such Subsidiary in respect thereof,

less

                             (b)  the sum (without duplication) of (i)  all
                      reasonable and customary fees and expenses with respect
                      to legal, investment banking, brokerage, accounting and
                      other professional fees, sales commissions and
                      disbursements and all other reasonable fees, expenses and
                      charges, in each case actually incurred in connection
                      with such sale, transfer or other disposition, (ii) all
                      taxes and other governmental costs and expenses actually
                      paid or estimated by the Company (in good faith) to be
                      payable in cash in connection with such sale, transfer or
                      other disposition (including, in the event of a transfer,
                      sale or other disposition of non-U.S. assets, any such
                      taxes or other costs or expenses resulting from
                      repatriating any such proceeds to the U.S.), (iii)
                      payments made by the Company or any of its Subsidiaries
                      to retire Indebtedness (other than the Loans) of the
                      Company or any of its Subsidiaries where payment of such
                      Indebtedness is required in connection with such sale,
                      transfer or other disposition and (iv) reserves for
                      purchase price adjustments reasonably expected to be
                      payable by the Company and its Subsidiaries in cash in
                      connection therewith;





                                       37
<PAGE>   46
provided, however, that if, after the payment of all taxes and purchase price
adjustments with respect to such sale, transfer or other disposition, the
amount of estimated taxes or purchase price adjustments, if any, pursuant to
clause (b)(ii) or (b)(iv) above exceeded the tax or purchase price adjustment
amount actually paid in cash in respect of such sale, transfer or other
disposition, the aggregate amount of such excess shall, at such time,
constitute Net Disposition Proceeds.

                      "Net Equity Proceeds" means with respect to any sale or
issuance by the Company or Holdco to any Person of any Capital Stock of the
Company or Holdco, as the case may be, or any warrants or options with respect
to any such Capital Stock or the exercise of any such warrants or options after
the Closing Date (exclusive of any such proceeds constituting Excluded Equity
Proceeds) the excess of:

                             (a)  the gross cash proceeds received by Holdco,
                      the Company and the Company's Subsidiaries from such
                      sale, exercise or issuance,

over

                             (b)  all reasonable and customary underwriting
                      commissions and legal, investment banking, brokerage,
                      accounting and other professional fees, sales commissions
                      and disbursements and all other reasonable fees, expenses
                      and charges, in each case actually incurred in connection
                      with such sale or issuance.

                      "Net Income" means, for any period, the net income of the
Company and its Subsidiaries for such period on a consolidated basis.

                      "Non-Consenting Lender" means any Lender that, in
response to any request by the Company or the Administrative Agent to a
departure from, waiver of or amendment to any provision of any Loan Document
that requires the agreement of all Lenders or all Lenders with respect to a
particular Tranche, which departure, waiver or amendment receives the consent
of the Required Lenders or the holders of a majority of the Commitments or (if
the applicable Commitments in respect of such Tranche shall have expired or
been terminated) outstanding Credit Extensions in respect of such Tranche, as
the case may be, shall not have given its consent to such departure, waiver or
amendment.





                                       38
<PAGE>   47
                      "Non-Funding Lender" means a Lender that shall have
failed to fund any Loan hereunder that it was required to have funded in
accordance with the terms hereof, which Loan was included in any Borrowing in
respect of which a majority of the aggregate principal amount of all Loans
included in such Borrowing were funded by the Lenders party thereto.

                      "Non-U.S. Lender" means any Lender (including each
Assignee Lender) that is not (i) a citizen or resident of the United States,
(ii) a corporation, partnership or other entity created or organized in or
under the laws of the United States or any state thereof, (iii) an estate that
is subject to U.S. federal income taxation regardless of the source of its
income or (iv) a trust, if and only if (A) a court within the United States is
able to exercise primary supervision over the administration of the trust and
(B) one or more U.S. persons has the authority to control all substantial
decisions of the trust.

                      "Non-U.S. Subsidiary" means a Subsidiary of the Company
that is not a U.S. Subsidiary, including without limitation any Foreign
Borrower.

                      "Note" means, as the context may require, a Revolving
Note, a Term-A Note, a Term-B Note, a Term-C Note or a Swing Line Note.

                      "Notice of Uncommitted Foreign Currency Revolving
Borrowing" is defined in clause (a) of Section 2.4.4.

                      "Obligations" means all obligations (monetary or
otherwise) of the Borrowers and the other Obligors arising under or in
connection with this Agreement, any Rate Protection Agreement, any Note, any
Letter of Credit and any other Loan Document.

                      "Obligor" means any Borrower or any other Person (other
than any Agent, the Arranger, any Issuer, the Swing Line Lender or any Lender)
obligated under any Loan Document.

                      "Organic Document" means, relative to any Obligor, its
certificate of incorporation and by-laws or other constituent documents and all
shareholder agreements, voting trusts and similar arrangements to which such
Obligor is a party applicable to any of its authorized shares of Capital Stock.

                      "Participant" is defined in Section 11.11.2.





                                       39
<PAGE>   48
                      "PBGC" means the Pension Benefit Guaranty Corporation and
any successor entity.

                      "Pension Plan" means a "pension plan", as such term is
defined in section 3(2) of ERISA, which is subject to Title IV of ERISA (other
than a multiemployer plan as defined in section 4001(a)(3) of ERISA), and to
which the Company or any corporation, trade or business that is, along with the
Company, a member of a Controlled Group, has or within the prior six years has
had any liability, including any liability by reason of having been a
substantial employer within the meaning of section 4063 of ERISA at any time
during the preceding five years, or by reason of being deemed to be a
contributing sponsor under section 4069 of ERISA.

                      "Percentage" means, relative to any Lender, (i) the
applicable percentage relating to Term-A Australian Dollar Loans, Term-A Lira
Loans, Term-A U.S. Dollar Loans, Term-B Loans, Term-C Loans, Committed
Australian Dollar Revolving Loans, Committed Canadian Dollar Revolving Loans,
Committed Lira Revolving Loans or U.S. Dollar Revolving Loans, as the case may
be, as set forth opposite its name on Schedule II hereto under the applicable
column heading or set forth in Lender Assignment Agreement(s) under the
applicable column heading or (ii) the applicable percentage relating to
Committed Foreign Currency Revolving Loans in any other Foreign Currency as set
forth opposite its name in a Revolving Loan Foreign Currency Commitment
Addendum or a Lender Assignment Agreement(s), as applicable, under the
applicable column heading, in each case as such percentage may be adjusted from
time to time pursuant to Lender Assignment Agreement(s) executed by such Lender
and its Assignee Lender(s) and delivered pursuant to Section 11.11 or, in the
case of a Lender's Percentage relating to Committed Revolving Loans, pursuant
to clause (g) of Section 2.1.2 or clause (d) or (e) of Section 2.5.  A Lender
shall not have any Commitment to make Committed Australian Dollar Revolving
Loans, Committed Canadian Dollar Revolving Loans, Committed Lira Revolving
Loans, U.S. Dollar Revolving Loans, Committed Foreign Currency Revolving Loans
in any other Foreign Currency, Term-A Australian Dollar Loans, Term-A Lira
Loans, Term-A U.S. Dollar Loans, Term-B Loans or Term-C Loans (as the case may
be) if its percentage under the applicable column heading or in the applicable
Revolving Loan Foreign Currency Commitment Addendum or Lender Assignment
Agreement is zero.

                      "Perfection Certificate" means the Perfection Certificate
executed and delivered by an Authorized Officer of the Company pursuant to
Section 5.1.17,





                                       40
<PAGE>   49
substantially in the form of Exhibit I hereto, as amended, supplemented,
amended and restated or otherwise modified from time to time.

                      "Person" means any natural person, corporation,
partnership, firm, association, trust, government, governmental agency, limited
liability company or any other entity, whether acting in an individual,
fiduciary or other capacity.

                      "Plan" means any Pension Plan or Welfare Plan.

                      "Pledge Agreement" means, as the context may require, the
Company Pledge Agreement, the Holdco Guaranty and Pledge Agreement or the
Subsidiary Pledge Agreement.

                      "Preferred Stock" means Holdco's Preferred Stock issued
pursuant to the Preferred Stock Issuance and, following consummation of the
Merger, the Preferred Stock of Holdco into which such Preferred Stock has been
converted.

                      "Preferred Stock Issuance" is defined in the fourth
recital.

                      "Pro Forma Balance Sheet" is defined in clause (b) of
Section 5.1.9.

                      "Proxy Statement" means Thermadyne's proxy
statement/prospectus dated April 23, 1998 relating to the Merger.

                      "Public Offering" means, for any Person, any sale after
the Closing Date of the Capital Stock of such Person to the public pursuant to
a primary offering registered under the Securities Act of 1933, as amended.

                      "Purchasers" is defined in the second recital.

                      "Quarterly Payment Date" means the last day of each of
March, June, September and December, or, if any such day is not a Business Day,
the next succeeding Business Day, commencing with June 30, 1998.

                      "Rate Protection Agreement" means any interest rate swap,
cap, collar or similar agreement entered into by the Company pursuant to the
terms of this Agreement under which the counterparty to such agreement is (or
at the time such Rate Protection Agreement was entered into, was) a Lender or
an Affiliate of a Lender.





                                       41
<PAGE>   50
                      "Receivables Subsidiary" means Thermadyne Receivables,
Inc. or any other Subsidiary of the Company established after the Closing Date
whose sole business consists of purchasing accounts receivable and related
assets, or interests therein, from the Company and its Subsidiaries, selling
and granting Liens on such accounts receivable and related assets, or interests
therein, obtaining credit on the basis of sales of or Liens on such accounts
receivable and related assets, or interests therein, and such other activities
as are incidental to the foregoing.

                      "Receivables Transaction" means one or more trade
receivables financing transactions pursuant to which the Company or any of its
Subsidiaries sells accounts receivable and assets related thereto that are
customarily transferred with such accounts receivable in receivables financing
transactions, or interests therein, directly or indirectly through another
Subsidiary of the Company, to a Receivables Subsidiary and such Receivables
Subsidiary sells such accounts receivable and related assets, or interests
therein, and/or grants Liens in such accounts receivable and related assets, or
interests therein, to buyers thereof or providers of financing based thereon,
so long as (i) the aggregate principal amount outstanding (without duplication)
at any time of all such financings (excluding the transactions referred to in
clause (B) below) does not exceed $50,000,000 and (ii) such financings are
subject to customary terms and conditions for trade receivables financing
transactions, including with respect to advance rates, indemnities and recourse
(it being understood that (A) the transactions contemplated in the Receivables
Participation Agreement (the "RPA") dated as of December 28, 1994 among
Thermadyne Receivables, Inc. and Nationsbank of Virginia, N.A. (as the same
has been or may be amended or modified from time to time, including by
substitution of assignees and successors to the parties thereto, in accordance
with the terms of the Loan Documents) and the First Tier RPSA and Second Tier
RPSA (each as defined in the RPA) constitute, subject to the aggregate
$50,000,000 limitation set forth above, Receivables Transactions, and (B) the
transactions contemplated in the Purchase Agreement (the "Purchase Agreement")
dated as of August 2, 1994 between BA Credit Corporation and Coyne Cylinder
Company (as the same has been amended or modified from time to time, including
by substitution of assignees and successors to the parties thereto, in
accordance with the terms of the Loan Documents), to the extent that any sales
of Contract Portfolio (as defined in the Purchase Agreement) and Contract
Records (as so defined) were consummated prior to the Closing Date, constitute
Receivables Transactions, so long as the aggregate principal amount of
financing thereunder does not, at any time after the Closing Date, exceed
$4,000,000).

                      "Refunded Swing Line Loans" is defined in clause (b) of
Section 2.3.2.





                                       42
<PAGE>   51
                      "Register" is defined in clause (b) of Section 2.9.

                      "Reimbursement Obligation" is defined in Section 2.8.3.

                      "Reinstatement Date" is defined in Section 4.1.

                      "Release" means a "release", as such term is defined in
CERCLA.

                      "Replacement Lender" is defined in Section 4.11.

                      "Replacement Notice" is defined in Section 4.11.

                      "Required Lenders" means, at any time, (a) prior to the
date of the making of the initial Credit Extension hereunder, Lenders having at
least 51% of the sum of the Revolving Loan Commitments, Term-A Loan
Commitments, Term-B Loan Commitments and Term-C Loan Commitments, and (b) on
and after the date of the initial Credit Extension, Lenders holding at least
51% of the Total Exposure Amount.

                      "Resource Conservation and Recovery Act" means the
Resource Conservation and Recovery Act, 42 U.S.C. Section 6901, et seq., as in
effect from time to time.

                      "Restricted Payments" is defined in Section 7.2.6.

                      "Restricted Payments Compliance Certificate" means a
certificate duly completed and executed by an Authorized Officer that is the
president, chief executive officer, treasurer, assistant treasurer, controller
or chief financial officer of the Company, substantially in the form of Exhibit
E-2 hereto.

                      "Revolving Australian Dollar Note" means a promissory
note of an Australian Borrower payable to any Lender, substantially in the form
of Exhibit A-1 hereto (as such promissory note may be amended, endorsed or
otherwise modified from time to time), evidencing the aggregate Indebtedness of
such Australian Borrower to such Lender resulting from outstanding Committed
Australian Dollar Revolving Loans made to such Australian Borrower, and also
means all other promissory notes accepted from time to time in substitution
therefor or renewal thereof.

                      "Revolving Canadian Dollar Note" means a promissory note
of a Canadian Borrower payable to any Lender, substantially in the form of
Exhibit A-1 hereto (as such promissory note may be amended, endorsed or
otherwise modified from time to





                                       43
<PAGE>   52
time), evidencing Indebtedness of such Canadian Borrower to such Lender
resulting from outstanding Committed Canadian Dollar Revolving Loans made to
such Canadian Borrower, and also means all other promissory notes accepted from
time to time in substitution therefor or renewal thereof.

                      "Revolving Foreign Currency Note" means, in respect of
any Committed Foreign Currency Revolving Loan made by a Lender to a Foreign
Borrower pursuant to a Revolving Loan Foreign Currency Commitment under Section
2.5, a promissory note which (x) shall be in a form mutually agreed upon
pursuant to the Revolving Loan Foreign Currency Commitment Addendum relative to
such Commitment (as such promissory note may be amended, endorsed or otherwise
modified from time to time) and (y) shall evidence the Indebtedness of such
Foreign Borrower to such Lender resulting from such Loan, and, with respect to
any such promissory note, shall also mean any other promissory note accepted
from time to time in substitution therefor or renewal thereof.

                      "Revolving Lira Note" means a promissory note of an
Italian Borrower payable to any Lender, substantially in the form of Exhibit
A-1 hereto (as such promissory note may be amended, endorsed or otherwise
modified from time to time), evidencing Indebtedness of such Italian Borrower
to such Lender resulting from outstanding Committed Lira Revolving Loans made
to such Italian Borrower, and also means all other promissory notes accepted
from time to time in substitution therefor or renewal thereof.

                      "Revolving Loan" means a Committed Revolving Loan or an
Uncommitted Foreign Currency Revolving Loan and "Revolving Loans" means
Committed Revolving Loans or Uncommitted Foreign Currency Revolving Loans, or
any combination of the foregoing.

                      "Revolving Loan Australian Dollar Commitment" is defined
in clause (b) of Section 2.1.2.

                      "Revolving Loan Australian Dollar Commitment Amount"
means an amount (expressed in U.S. Dollars) which, as of the Closing Date,
shall equal $5,000,000, as such amount may be (i) reduced pursuant to Section
2.2 or (ii) increased pursuant to a Revolving Loan Foreign Currency Commitment
Addendum pursuant to Section 2.5 or pursuant to clause (g) of Section 2.1.2.





                                       44
<PAGE>   53
                      "Revolving Loan Canadian Dollar Commitment" is defined in
clause (c) of Section 2.1.2.

                      "Revolving Loan Canadian Dollar Commitment Amount" means
an amount (expressed in U.S. Dollars) which, as of the Closing Date, shall
equal $2,000,000, as such amount may be (i) reduced pursuant to Section 2.2 or
(ii) increased pursuant to a Revolving Loan Foreign Currency Commitment
Addendum pursuant to Section 2.5 or pursuant to clause (g) of Section 2.1.2.

                      "Revolving Loan Commitment" means a Revolving Loan U.S.
Dollar Commitment or a Revolving Loan Foreign Currency Commitment.

                      "Revolving Loan Commitment Amount" means, as the context
may require, (i) in the case of any Revolving Loan Foreign Currency Commitment,
the Revolving Loan Foreign Currency Commitment Amount relative to such
Commitment, (ii) in the case of the Revolving Loan U.S. Dollar Commitment, the
Revolving Loan U.S. Dollar Commitment Amount or (iii) in the case of all
Revolving Loan Foreign Currency Commitments and the Revolving Loan U.S. Dollar
Commitment, in the aggregate, the then existing Total Revolving Loan Commitment
Amount.

                      "Revolving Loan Commitment Termination Date" means the
earliest of (i) June 30, 1998 if the Term Loans have not been made on or prior
to such date, (ii) the sixth anniversary of the Closing Date, (iii) the date on
which the Total Revolving Loan Commitment Amount is terminated in full or
reduced to zero pursuant to Section 2.2, and (iv) the date on which any
Commitment Termination Event occurs.

                      "Revolving Loan Foreign Currency Commitment" means, as
the context may require, a Revolving Loan Australian Dollar Commitment, a
Revolving Loan Canadian Dollar Commitment, a Revolving Loan Lira Commitment or
any other commitment of one or more Lenders to make Committed Foreign Currency
Revolving Loans to a Foreign Borrower pursuant to Section 2.5 hereof.

                      "Revolving Loan Foreign Currency Commitment Addendum"
means an addendum to this Agreement among one or more Lenders, the Company and
a Foreign Borrower, substantially in the form of Exhibit B-6 hereto, setting
forth, among other things, the commitment of such Lender or Lenders to make,
and the obligation of such Foreign Borrower to repay, Committed Foreign
Currency Revolving Loans, and, in certain cases, issue and/or participate in
Foreign Currency Letters of Credit, in accordance with this Agreement.





                                       45
<PAGE>   54
                      "Revolving Loan Foreign Currency Commitment Amount"
means, as the context may require, the Revolving Loan Australian Dollar
Commitment Amount, the Revolving Loan Canadian Dollar Commitment Amount, the
Revolving Loan Lira Commitment Amount or, with respect to any other Revolving
Loan Foreign Currency Commitment, the amount (expressed in U.S. Dollars) set
forth as the committed amount for such Commitment in the Revolving Loan Foreign
Currency Commitment Addendum with respect to such Revolving Loan Foreign
Currency Commitment.

                      "Revolving Loan Foreign Currency Limit" means
$50,000,000.

                      "Revolving Loan Lira Commitment" is defined in clause (d)
of  Section 2.1.2.

                      "Revolving Loan Lira Commitment Amount" means an amount
(expressed in U.S. Dollars) which, as of the Closing Date, shall equal
$3,000,000, as such amount may be (i) reduced pursuant to Section 2.2 or (ii)
increased pursuant to a Revolving Loan Foreign Currency Commitment Addendum
pursuant to Section 2.5 or pursuant to clause (g) of Section 2.1.2.

                      "Revolving Loan U.S. Dollar Commitment" is defined in
clause (a) of  Section 2.1.2.

                      "Revolving Loan U.S. Dollar Commitment Amount"  means, at
any time, the Total Revolving Loan Commitment Amount at such time less the
Total Revolving Loan Foreign Currency Commitment Amount at such time.

                      "Revolving Note" means a Revolving Australian Dollar
Note, a Revolving Canadian Dollar Note, a Revolving Lira Note, a Revolving U.S.
Dollar Note or any Revolving Foreign Currency Note.

                      "Revolving U.S. Dollar Note" means a promissory note of
the Company payable to any Lender, substantially in the form of Exhibit A-1
hereto (as such promissory note may be amended, endorsed or otherwise modified
from time to time), evidencing Indebtedness of the Company to such Lender
resulting from outstanding U.S. Dollar Revolving Loans, and also means all
other promissory notes accepted from time to time in substitution therefor or
renewal thereof.

                      "S&P" means Standard & Poor's Ratings Group, a division
of McGraw Hill, Inc.





                                       46
<PAGE>   55
                      "Secured Parties" means, collectively, the Lenders, the
Issuers, the Agents and all Affiliates of the Lenders which may be party to any
Loan Document (including any Rate Protection Agreement).

                      "Security Agreement" means, as the context may require,
the Company Security Agreement or the Subsidiary Security Agreement.

                      "Solvent" means, with respect to any Person on a
particular date, that on such date (a) the fair value of the property of such
Person is greater than the total amount of liabilities, including contingent
liabilities, of such Person, (b) the present fair salable value of the assets
of such Person is not less than the amount that will be required to pay the
probable liability of such Person on its debts as they become absolute and
matured, (c) such Person does not intend to, and does not believe that it will,
incur debts or liabilities beyond such Person's ability to pay as such debts
and liabilities mature, and (d) such Person is not engaged in business or a
transaction, and such Person is not about to engage in business or a
transaction, for which such Person's property would constitute an unreasonably
small capital.  The amount of contingent liabilities at any time shall be
computed as the amount that, in light of all the facts and circumstances
existing at such time, can reasonably be expected to become an actual or
matured liability.

                      "Stated Amount" of each Letter of Credit means the total
amount available to be drawn under such Letter of Credit upon the issuance
thereof.

                      "Stated Expiry Date" is defined in Section 2.8.

                      "Stated Maturity Date" means (i) in the case of any
Committed Revolving Loan, the sixth anniversary of the Closing Date, (ii) in
the case of any Term-A Loan, the sixth anniversary of the Closing Date, (iii)
in the case of any Term-B Loan, the seventh anniversary of the Closing Date,
(iv) in the case of any Term-C Loan, the eighth anniversary of the Closing Date
and (v) in the case of any Uncommitted Foreign Currency Revolving Loan, the
earlier of (x) the Stated Maturity Date for Committed Revolving Loans and (y)
the maturity date that shall have been agreed between the applicable Foreign
Borrower and the Lender or Lenders that shall have made, or offered or agreed
to make, such Uncommitted Foreign Currency Revolving Loan, or, in each case, if
such day is not a Business Day, the first Business Day following such day.

                      "Subject Lender" is defined in Section 4.11.





                                       47
<PAGE>   56
                      "Subordinated Debt Issuance" is defined in the fifth
recital.

                      "Subordinated Note Indenture" is defined in Section
7.2.15.

                      "Subordinated Notes" is defined in the fifth recital.

                      "Subordination Provisions" is defined in Section 8.1.11.

                      "Subsidiary" means, with respect to any Person, any
corporation, partnership or other business entity of which more than 50% of the
outstanding Capital Stock (or other ownership interest) having ordinary voting
power to elect a majority of the board of directors, managers or other voting
members of the governing body of such entity (irrespective of whether at the
time Capital Stock (or other ownership interests) of any other class or classes
of such entity shall or might have voting power upon the occurrence of any
contingency) is at the time directly or indirectly owned by such Person, by
such Person and one or more other Subsidiaries of such Person, or by one or
more other Subsidiaries of such Person.  For purposes of this Agreement and the
other Loan Documents, any Acquired Controlled Person shall be deemed to be a
"Subsidiary" of the Company for purposes of Sections 6.1, 6.7, 6.9, 6.10, 6.11,
6.12, 7.1.2, 7.1.3, 7.1.4, 7.1.5, 7.1.6, 7.1.7(b), 7.2.1, 7.2.2, 7.2.3, 7.2.5,
7.2.6, 7.2.9, 7.2.11, 7.2.12 and 7.2.14 and, to the extent (and only to the
extent) that it relates to any of the foregoing Sections, Article VIII.

                      "Subsidiary Co-Obligor" means, on the Closing Date, each
U.S. Subsidiary of the Company (other than Thermadyne Receivables, Inc.) and
thereafter, each U.S. Subsidiary of the Company that is required, pursuant to
clause (a) of Section 7.1.7, to execute and deliver a supplement to the
Subsidiary Co-Obligation Agreement and Guaranty.

                      "Subsidiary Co-Obligation Agreement and Guaranty" means
the Subsidiary Co-Obligation Agreement and Guaranty executed and delivered by
an Authorized Officer of each Subsidiary Co-Obligor pursuant to Section 5.1.6,
substantially in the form of Exhibit H hereto, as amended, supplemented,
amended and restated or otherwise modified from time to time.

                      "Subsidiary Pledge Agreement" means the Pledge Agreement
executed and delivered by an Authorized Officer of each Subsidiary of the
Company (other than Thermadyne Receivables, Inc.) pursuant to clause (c) of
Section 5.1.7, substantially in the form of Exhibit G-3 hereto, as amended,
supplemented, amended and restated or otherwise modified from time to time.





                                       48
<PAGE>   57
                      "Subsidiary Security Agreement" means the Security
Agreement executed and delivered by an Authorized Officer of each U.S.
Subsidiary of the Company (other than the Receivables Subsidiaries) pursuant to
Section 5.1.8, substantially in the form of Exhibit F-2 hereto, as amended,
supplemented, amended and restated or otherwise modified from time to time.

                      "Swing Line Lender" means ABN AMRO, in its capacity as
Swing Line Lender hereunder.

                      "Swing Line Loan" is defined in clause (f) of Section
2.1.2.

                      "Swing Line Loan Commitment" is defined in clause (f) of
Section 2.1.2.

                      "Swing Line Loan Commitment Amount" means, on any date,
$10,000,000, as such amount may be reduced from time to time pursuant to
Section 2.2.

                      "Swing Line Note" means a promissory note of the Company
payable to the Swing Line Lender, in the form of Exhibit A-5 hereto (as such
promissory note may be amended, endorsed or otherwise modified from time to
time), evidencing the aggregate Indebtedness of the Company to the Swing Line
Lender resulting from outstanding Swing Line Loans, and also means all other
promissory notes accepted from time to time in substitution therefor or renewal
thereof.

                      "Syndication Agent" is defined in the preamble.

                      "Taxes" is defined in Section 4.6.

                      "Term-A Australian Dollar Loan" is defined in clause (b)
of Section 2.1.1.

                      "Term-A Australian Dollar Note" means a promissory note
of the Initial Australian Borrower payable to the order of any Lender, in the
form of Exhibit A-2 hereto (as such promissory note may be amended, endorsed or
otherwise modified from time to time), evidencing the aggregate Indebtedness of
the Initial Australian Borrower to such Lender resulting from outstanding
Term-A Australian Dollar Loans, and also means all other promissory notes
accepted from time to time in substitution therefor or renewal thereof.





                                       49
<PAGE>   58
                      "Term-A Lira Loan" is defined in clause (c) of Section
2.1.1.

                      "Term-A Lira Note" means a promissory note of the Initial
Italian Borrower payable to the order of any Lender, in the form of Exhibit A-2
hereto (as such promissory note may be amended, endorsed or otherwise modified
from time to time), evidencing the aggregate Indebtedness of the Initial
Italian Borrower to such Lender resulting from outstanding Term-A Lira Loans,
and also means all other promissory notes accepted from time to time in
substitution or renewal thereof.

                      "Term-A Loan" means a Term-A U.S. Dollar Loan, a Term-A
Australian Dollar Loan or a Term-A Lira Loan.

                      "Term-A Loan Australian Dollar Commitment" is defined in
clause (b) of Section 2.1.1.

                      "Term-A Loan Australian Dollar Commitment Amount" means
an amount of Australian Dollars the U.S. Dollar Equivalent of which is equal
to, as of one Business Day immediately preceding the Closing Date, $20,000,000.

                      "Term-A Loan Commitment" means, as the context may
require, the Term-A Loan U.S. Dollar Commitment, the Term-A Loan Australian
Dollar Commitment or the Term-A Loan Lira Commitment.

                      "Term-A Loan Commitment Termination Date" means the
earliest of (i) June 30, 1998, if the Term-A Loans have not been made on or
prior to such date, (ii) the Closing Date (immediately after the making of the
Term-A Loans on such date), and (iii) the date on which any Commitment
Termination Event occurs.

                      "Term-A Loan Lira Commitment" is defined in clause (c) of
Section 2.1.1.

                      "Term-A Loan Lira Commitment Amount" means an amount of
Lire the U.S. Dollar Equivalent of which is equal to, as of one Business Day
immediately preceding the Closing Date, $10,000,000.

                      "Term-A Loan U.S. Dollar Commitment" is defined in clause
(a) of Section 2.1.1.

                      "Term-A Loan U.S. Dollar Commitment Amount" means
$70,000,000.





                                       50
<PAGE>   59
                      "Term-A Note" means a Term-A Australian Dollar Note, a
Term-A Lira Note or a Term-A U.S. Dollar Note.

                      "Term-A U.S. Dollar Loan" is defined in clause (a) of
Section 2.1.1.

                      "Term-A U.S. Dollar Note" means a promissory note of the
Company payable to the order of any Lender, in the form of Exhibit A-2 hereto
(as such promissory note may be amended, endorsed or otherwise modified from
time to time), evidencing the aggregate Indebtedness of the Company to such
Lender resulting from outstanding Term-A U.S. Dollar Loans, and also means all
other promissory notes accepted from time to time in substitution therefor or
renewal thereof.

                      "Term-B Loan" is defined in clause (d) of Section 2.1.1.

                      "Term-B Loan Commitment" is defined in clause (d) of
Section 2.1.1.

                      "Term-B Loan Commitment Amount" means $115,000,000.

                      "Term-B Loan Commitment Termination Date" means the
earliest of (i) June 30, 1998, if the Term-B Loans have not been made on or
prior to such date, (ii) the Closing Date (immediately after the making of the
Term-B Loans on such date), and (iii) the date on which any Commitment
Termination Event occurs.

                      "Term-B Note" means a promissory note of the Company
payable to the order of any Lender, in the form of Exhibit A-3 hereto (as such
promissory note may be amended, endorsed or otherwise modified from time to
time), evidencing the aggregate Indebtedness of the Company to such Lender
resulting from outstanding Term-B Loans, and also means all other promissory
notes accepted from time to time in substitution therefor or renewal thereof.

                      "Term-C Loan" is defined in clause (e) of Section 2.1.1.

                      "Term-C Loan Commitment" is defined in clause (e) of
Section 2.1.1.

                      "Term-C Loan Commitment Amount" means $115,000,000.





                                       51
<PAGE>   60
                      "Term-C Loan Commitment Termination Date" means the
earliest of (i) June 30, 1998, if the Term-C Loans have not been made on or
prior to such date, (ii) the Closing Date (immediately after the making of the
Term-C Loans on such date), and (iii) the date on which any Commitment
Termination Event occurs.

                      "Term-C Note" means a promissory note of the Company
payable to the order of any Lender, in the form of Exhibit A-4 hereto (as such
promissory note may be amended, endorsed or otherwise modified from time to
time), evidencing the aggregate Indebtedness of the Company to such Lender
resulting from outstanding Term-C Loans, and also means all other promissory
notes accepted from time to time in substitution therefor or renewal thereof.

                      "Term Loan Commitment Termination Date" means, as the
context may require, the Term-A Loan Commitment Termination Date, the Term-B
Loan Commitment Termination Date or the Term-C Loan Commitment Termination
Date.

                      "Term Loans" means, collectively, the Term-A Loans, the
Term-B Loans and the Term-C Loans.

                      "Thermadyne" is defined in the second recital.

                      "Thermadyne Business" is defined in Section 7.2.1.

                      "Total Exposure Amount" means, at any time,

                             (a) with respect to any provision of this
                      Agreement other than the declaration of the acceleration
                      of the maturity of all or any portion of the outstanding
                      principal amount of the Loans and other Obligations to be
                      due and payable pursuant to Section 8.3, the sum of (i)
                      the aggregate principal amount of all Term Loans
                      outstanding at such time (included, in the case of any
                      Term-A Loan denominated in a Foreign Currency, at the
                      U.S. Dollar Equivalent thereof) and (ii) (x) the Total
                      Revolving Loan Commitment Amount, if there are any
                      Revolving Loan Commitments then outstanding, or (y) if
                      all Revolving Loan Commitments shall have expired or been
                      terminated, the sum of (1) the aggregate principal amount
                      of all Revolving Loans and Swing Line Loans outstanding
                      at such time (included, in the case of any Foreign
                      Currency Revolving Loan, at the U.S. Dollar Equivalent
                      thereof) and (2) the Letter of Credit Outstandings at
                      such time; and





                                       52
<PAGE>   61
                             (b)  with respect to the declaration of the
                      acceleration of the maturity of all or any portion of the
                      outstanding principal amount of the Loans and other
                      Obligations to be due and payable pursuant to Section
                      8.3, the sum of (i) the aggregate principal amount of all
                      Loans outstanding at such time (included, in the case of
                      any Foreign Currency Loan, at the U.S. Dollar Equivalent
                      thereof) and (ii) the Letter of Credit Outstandings at
                      such time.

                      "Total Revolving Loan Commitment Amount" means, with
respect to all Revolving Loan Foreign Currency Commitments and the Revolving
Loan U.S. Dollar Commitment, on any date, an amount (expressed in U.S. Dollars)
equal to $100,000,000, as such amount may be increased from time to time
pursuant to clause (g) of Section 2.1.2 or reduced from time to time pursuant
to Section 2.2.

                      "Total Revolving Loan Foreign Currency Commitment Amount"
means, at any time, the aggregate of all Revolving Loan Foreign Currency
Commitment Amounts at such time.

                      "Tranche" means, as the context may require, the Loans
constituting Term-A Australian Dollar Loans, Term-A Lira Loans, Term-A U.S.
Dollar Loans, Term-B Loans, Term-C Loans, U.S. Dollar Revolving Loans,
Committed Australian Dollar Revolving Loans, Committed Canadian Dollar
Revolving Loans, Committed Lira Revolving Loans, other Committed Foreign
Currency Revolving Loans in a particular Currency, Uncommitted Foreign Currency
Revolving Loans of a particular Borrowing or Swing Line Loans.

                      "Transaction" is defined in the second recital.

                      "Transaction Documents" means each of the Material
Documents and all other agreements, documents, instruments, certificates,
filings, consents, approvals, board of directors resolutions and opinions
furnished pursuant to or in connection with the Merger, the Holdco Equity
Contribution, the Discount Debentures Issuance, the Asset Contribution, the
Subordinated Debt Issuance and the transactions contemplated hereby or thereby,
each as amended, supplemented, amended and restated or otherwise modified from
time to time as permitted in accordance with the terms hereof or of any other
Loan Document.

                      "type" means (i) relative to any Committed Loan, the
portion thereof, if any, being maintained as a Base Rate Loan or a LIBO Rate
Loan, and (ii) relative to any Uncommitted Foreign Currency Revolving Loan,
whether such Uncommitted Foreign





                                       53
<PAGE>   62
Currency Revolving Loan is an Uncommitted Foreign Currency Absolute Rate
Revolving Loan or an Uncommitted Foreign Currency LIBO Revolving Loan.

                      "UCC" means the Uniform Commercial Code as in effect from
time to time in the State of New York.

                      "Uncommitted Foreign Currency Absolute Interest Rate" is
defined in clause (b)(v) of Section 2.4.3.

                      "Uncommitted Foreign Currency Absolute Rate Revolving
Loans" means a loan made or to be made by a Lender pursuant to an Absolute Rate
Auction.

                      "Uncommitted Foreign Currency Interest Margin" is defined
in clause (b)(iv) of  Section 2.4.3.

                      "Uncommitted Foreign Currency Interest Quote" means an
offer by a Lender to make an Uncommitted Foreign Currency Revolving Loan in
accordance with Section 2.4.

                      "Uncommitted Foreign Currency Interest Rate" means, with
respect to any Uncommitted Foreign Currency Revolving Loan, the interest rate
per annum for such Uncommitted Foreign Currency Revolving Loan, as agreed to
and accepted by the applicable Foreign Borrower and the Lender that shall have
made or offered or agreed to make such Uncommitted Foreign Currency Revolving
Loan, pursuant to Section 2.4.

                      "Uncommitted Foreign Currency LIBO Revolving Loans" means
a loan made or to be made by a Lender pursuant to a LIBO Rate Auction.

                      "Uncommitted Foreign Currency Revolving Borrowing
Addendum" shall mean an addendum to this Agreement executed by the
Administrative Agent and a Non-U.S. Subsidiary, substantially in the form of
Exhibit B-7 hereto, delivered pursuant to clause (c) of  Section 5.3.

                      "Uncommitted Foreign Currency Revolving Loan" means an
Uncommitted Foreign Currency Absolute Rate Revolving Loan or an Uncommitted
Foreign Currency LIBO Revolving Loan.





                                       54
<PAGE>   63
                      "Uncommitted Foreign Currency Revolving Loan Borrowing"
shall mean a Borrowing of Uncommitted Foreign Currency Revolving Loans made by
each of the Lenders whose offer to make such Uncommitted Foreign Currency
Revolving Loans as part of such Borrowing has been accepted by the applicable
Foreign Borrower pursuant to Section 2.4.4.

                      "Uncommitted Foreign Currency Revolving Loan Borrowing
Request" shall mean a loan request and certificate requesting Uncommitted
Foreign Currency Revolving Loans, duly executed by an Authorized Officer of the
applicable Foreign Borrower, substantially in the form of Exhibit B-3 hereto,
delivered pursuant to Section 2.4.1.

                      "United States" or "U.S." means the United States of
America, its fifty states and the District of Columbia.

                      "U.S. Dollar" and "$" means the lawful currency of the
United States.

                      "U.S. Dollar Equivalent" means, with respect to any
Foreign Currency on any date of determination, the equivalent amount in U.S.
Dollars of such Foreign Currency, determined by reference to the New York
foreign exchange selling rates, as published in The Wall Street Journal on such
date of determination for the immediately preceding Business Day, or, if such
rate is not available, such equivalent amount shall be determined by the
Administrative Agent (in accordance with its standard practices) by using the
quoted spot rate offered to the Administrative Agent in the New York foreign
exchange market for such Foreign Currency at approximately 11:00 a.m. (New York
time) on such date of determination; provided that, solely for purposes of
determining (x) the equivalent amount in U.S. Dollars of Australian Dollars
that will be borrowed by the Initial Australian Borrower on the Closing Date as
Term-A Australian Dollar Loans, and (y) the equivalent amount in U.S. Dollars
of Lira that will be borrowed by the Initial Italian Borrower on the Closing
Date as Term-A Lira Loans, the "U.S. Dollar Equivalent" shall mean the
equivalent amount in U.S. Dollars of such Foreign Currencies determined by
reference to the foreign exchange selling rates agreed to by the Company and
the relevant Lenders.

                      "U.S. Dollar Issuer" means (i) ABN AMRO, in its capacity
as issuer of U.S. Dollar Letters of Credit, and (ii) any other Lender as may be
designated by the Company (and consented to by the Agents and such Lender, such
consent by the Agents not to be unreasonably withheld) in its capacity as
issuer of U.S. Dollar Letters of Credit.





                                       55
<PAGE>   64
                      "U.S. Dollar Letter of Credit" means a Letter of Credit
denominated in U.S. Dollars.

                      "U.S. Dollar Letter of Credit Commitment" means a Letter
of Credit Commitment in respect of U.S. Dollar Letters of Credit.

                      "U.S. Dollar Letter of Credit Commitment Amount" means,
at any time, the Letter of Credit Commitment Amount at such time less the
aggregate Foreign Currency Letter of Credit Commitment Amounts in respect of
all Foreign Currency Letter of Credit Commitments outstanding at such time.

                      "U.S. Dollar Letter of Credit Outstandings" means, on any
date, an amount equal to the sum of:

                             (a)  the then aggregate amount which is undrawn
                      and available under all issued and outstanding U.S.
                      Dollar Letters of Credit,

plus

                             (b)  the then aggregate amount of all unpaid and
                      outstanding Reimbursement Obligations in respect of such
                      U.S. Dollar Letters of Credit.

                      "U.S. Dollar Revolving Loan" is defined in clause (a) of
Section 2.1.2.

                      "U.S. Subsidiary" means any Subsidiary of the Company
that is incorporated or organized in or under the laws of the United States or
any state thereof.

                      "Voting Stock" of any Person means Capital Stock of such
Person which ordinarily has voting power for the election of directors (or
Persons performing similar functions) of such Person, whether at all times or
only so long as no senior class of securities has such voting power by reason
of any contingency.

                      "Waiver" means an agreement in favor of the Agents for
the benefit of the Lenders in form and substance reasonably satisfactory to the
Agents.

                      "Warrant" is defined in the fourth recital.





                                       56
<PAGE>   65
                      "Warrant Issuance" is defined in the fourth recital.

                      "Welfare Plan" means a "welfare plan", as such term is
defined in section 3(1) of ERISA, and to which the Company has any liability.

                      "wholly-owned Subsidiary" means, with respect to any
Person, any Subsidiary of such Person all of the Capital Stock (and all rights
and options to purchase such Capital Stock) of which, other than directors'
qualifying shares, are owned, beneficially and of record, by such Person and/or
one or more wholly-owned Subsidiaries of such Person.

                      SECTION 1.2.  Use of Defined Terms.  Unless otherwise
defined or the context otherwise requires, terms for which meanings are
provided in this Agreement shall have such meanings when used in the Disclosure
Schedule and in each other Loan Document, notice and other communication
delivered from time to time in connection with this Agreement or any other Loan
Document.

                      SECTION 1.3.  Cross-References.  Unless otherwise
specified, references in this Agreement and in each other Loan Document to any
Article or Section are references to such Article or Section of this Agreement
or such other Loan Document, as the case may be, and, unless otherwise
specified, references in any Article, Section or definition to any clause are
references to such clause of such Article, Section or definition.

                      SECTION 1.4.  Accounting and Financial Determinations.
(a)  Unless otherwise specified, all accounting terms used herein or in any
other Loan Document shall be interpreted, all accounting determinations and
computations hereunder or thereunder (including under Section 7.2.4) shall be
made, and all financial statements required to be delivered hereunder or
thereunder shall be prepared, in accordance with those generally accepted
accounting principles ("GAAP"), as in effect in the United States on December
31, 1997 and, unless otherwise expressly provided herein, shall be computed or
determined on a consolidated basis and without duplication.

                      (b)  For purposes of computing the Fixed Charge Coverage
Ratio, Interest Coverage Ratio and Leverage Ratio (and any financial
calculations required to be made or included within such ratios) as of the end
of any Fiscal Quarter, all components of such ratios (other than Capital
Expenditures) for the period of four Fiscal Quarters ending at the end of such
Fiscal Quarter shall include, without duplication, such components of such
ratios attributable to any business or assets that





                                       57
<PAGE>   66
have been acquired or disposed of by the Company or any of its Subsidiaries
(including through mergers or consolidations) after the first day of such
period of four Fiscal Quarters and prior to the end of such period, as
determined in good faith by the Company on a pro forma basis for such period of
four Fiscal Quarters as if such acquisition had occurred on such first day of
such period (including, whether or not such inclusion would be permitted under
GAAP or Regulation S-X of the Securities and Exchange Commission, cost savings
that would have been realized had such acquisition occurred on such day).

                      (c) Unless the context otherwise requires, for purposes
of determining the outstanding principal amount of Loans or Letter of Credit
Outstandings denominated in a Foreign Currency (including without limitation
pursuant to Section 3.1.2), the term "pro rata" as used in this Agreement shall
be based upon the U.S. Dollar Equivalent of the particular Foreign Currency at
the time of determination.

                                   ARTICLE II

                COMMITMENTS, BORROWING AND ISSUANCE PROCEDURES,
                          NOTES AND LETTERS OF CREDIT

                      SECTION 2.1.  Commitments. On the terms and subject to
the conditions of this Agreement (including Sections 2.1.4, 2.1.5 and Article
V),

                             (a)  each Lender severally agrees to make Loans
                      (other than Swing Line Loans) pursuant to each of its
                      Commitments, and the Swing Line Lender agrees to make
                      Swing Line Loans (to be denominated in U.S. Dollars only)
                      pursuant to the Swing Line Loan Commitment, in each case
                      as described in this Section 2.1; and

                             (b)  each Issuer that has a Letter of Credit
                      Commitment in respect of any Currency severally agrees
                      that it will issue Letters of Credit denominated in such
                      Currency pursuant to Section 2.1.3, and each other Lender
                      that has a Revolving Loan Commitment in respect of such
                      Currency severally agrees that it will purchase
                      participation interests in such Letters of Credit
                      pursuant to Section 2.8.1.

Any term or provision of this Agreement or any other Loan Document (including
this Article II or Article III hereof) to the contrary notwithstanding, (i) all
Foreign Currency Loans shall be made in the applicable Foreign Currency and
shall be repaid





                                       58
<PAGE>   67
or prepaid in the same Foreign Currency in which such Loans were made and (ii)
all Foreign Currency Letters of Credit shall be issued, and all Reimbursement
Obligations in respect of Foreign Currency Letters of Credit shall be paid, in
the applicable Foreign Currency.

                      SECTION 2.1.1.  Term Loan Commitments.  Subject to
compliance by the Company with the terms of Sections 2.1.4, 5.1 and 5.2.1, and
compliance by the applicable Borrower with the terms of Section 5.2.2, on (but
solely on) the Closing Date (which shall be a Business Day), each Lender that
has a Percentage in excess of zero of the Term-A Loan U.S. Dollar Commitment,
the Term-A Loan Australian Dollar Commitment, the Term-A Loan Lira Commitment,
the Term-B Loan Commitment or the Term-C Loan Commitment, as applicable, will
make Term Loans to the applicable Borrower as provided in this Section 2.1.1.

                             (a)  Each Lender having a Percentage of the Term-A
                      Loan U.S. Dollar Commitment in excess of zero will make
                      loans denominated in U.S. Dollars (relative to such
                      Lender, its "Term-A U.S. Dollar Loans") to the Company
                      equal to such Lender's Percentage of the aggregate amount
                      of the Borrowing or Borrowings of Term-A U.S. Dollar
                      Loans requested by the Company to be made on the Closing
                      Date (with the commitment of each such Lender described
                      in this clause (a) herein referred to as its "Term-A Loan
                      U.S. Dollar Commitment").

                             (b)  Each Lender having a Percentage of the Term-A
                      Loan Australian Dollar Commitment in excess of zero will
                      make loans denominated in Australian Dollars (relative to
                      such Lender, its "Term-A Australian Dollar Loans") to the
                      Initial Australian Borrower equal to such Lender's
                      Percentage of the aggregate amount of the Borrowing or
                      Borrowings of Term-A Australian Dollar Loans requested by
                      the Initial Australian Borrower to be made on the Closing
                      Date (with the commitment of each such Lender described
                      in this clause (b) herein referred to as its "Term-A Loan
                      Australian Dollar Commitment").

                             (c)  Each Lender having a Percentage of the Term-A
                      Loan Lira Commitment in excess of zero will make loans
                      denominated in Lire (relative to such Lender, its "Term-A
                      Lira Loans") to the Initial Italian Borrower equal to
                      such Lender's Percentage of the aggregate amount of the
                      Borrowing or Borrowings of Term-A Lira Loans requested by
                      the Initial Italian Borrower to be made on the Closing
                      Date (with the commitment of each such Lender described
                      in this clause (c) herein referred to as its "Term-A Loan
                      Lira Commitment").





                                       59
<PAGE>   68
                             (d)  Each Lender having a Percentage of the Term-B
                      Loan Commitment in excess of zero will make loans
                      denominated in U.S. Dollars (relative to such Lender, its
                      "Term-B Loans") to the Company equal to such Lender's
                      Percentage of the aggregate amount of the Borrowing or
                      Borrowings of Term-B Loans requested by the Company to be
                      made on the Closing Date (with the commitment of each
                      such Lender described in this clause (d) herein referred
                      to as its "Term-B Loan Commitment").

                             (e)  Each Lender having a Percentage of the Term-C
                      Loan Commitment in excess of zero will make loans
                      denominated in U.S. Dollars (relative to such Lender, its
                      "Term-C Loans") to the Company equal to such Lender's
                      Percentage of the aggregate amount of the Borrowing or
                      Borrowings of Term-C Loans requested by the Company to be
                      made on the Closing Date (with the commitment of each
                      such Lender described in this clause (e) herein referred
                      to as its "Term-C Loan Commitment").

No amounts paid or prepaid with respect to Term-A Loans, Term-B Loans or Term-C
Loans may be reborrowed.

                      SECTION 2.1.2.  Revolving Loan Commitments and Swing Line
Loan Commitment.  Subject to compliance by the Company with the terms of
Section 2.1.4, Section 5.1 and Section 5.2.1, and compliance by the applicable
Borrower with the terms of Section 5.2.2 (and, in the case of any Foreign
Borrower other than the Initial Foreign Borrowers, compliance by the applicable
Foreign Borrower with the terms of Section 5.3), from time to time on any
Business Day occurring concurrently with (or after) the making of the Term
Loans but prior to the Revolving Loan Commitment Termination Date, each Lender
that has a Percentage in excess of zero of the Revolving Loan U.S. Dollar
Commitment, the Revolving Loan Australian Dollar Commitment, the Revolving Loan
Canadian Dollar Commitment, the Revolving Loan Lira Commitment, any other
Revolving Loan Foreign Currency Commitment or the Swing Line Loan Commitment
will make Revolving Loans or Swing Line Loans, as applicable, to the applicable
Borrower as provided in this Section 2.1.2.

                             (a)  Each Lender having a Percentage of the
                      Revolving Loan U.S. Dollar Commitment in excess of zero
                      will make loans denominated in U.S.





                                       60
<PAGE>   69
                      Dollars (relative to such Lender, its "U.S. Dollar
                      Revolving Loans") to the Company equal to such Lender's
                      Percentage of the aggregate amount of the Borrowing or
                      Borrowings of U.S. Dollar Revolving Loans requested by
                      the Company to be made on such day.  The Commitment of
                      each Lender described in this clause (a) is herein
                      referred to as its "Revolving Loan U.S. Dollar
                      Commitment." On the terms and subject to the conditions
                      hereof, the Company may from time to time borrow, prepay
                      and reborrow U.S. Dollar Revolving Loans.

                             (b)  Each Lender having a Percentage of any
                      Revolving Loan Australian Dollar Commitment in excess of
                      zero will make loans denominated in Australian Dollars
                      (relative to such Lender, its "Committed Australian
                      Dollar Revolving Loans") to the applicable Australian
                      Borrower equal to such Lender's Percentage of the
                      aggregate amount of the Borrowing or Borrowings of
                      Committed Australian Dollar Revolving Loans requested by
                      such Australian Borrower to be made on such day.  The
                      Commitment of each Lender described in this clause (b) is
                      herein referred to as its "Revolving Loan Australian
                      Dollar Commitment".  On the terms and subject to the
                      conditions hereof, the applicable Australian Borrower may
                      from time to time borrow, prepay and reborrow Committed
                      Australian Dollar Revolving Loans.

                             (c)  Each Lender having a Percentage of any
                      Revolving Loan Canadian Dollar Commitment in excess of
                      zero will make loans denominated in Canadian Dollars
                      (relative to such Lender, its "Committed Canadian Dollar
                      Revolving Loans") to the applicable Canadian Borrower
                      equal to such Lender's Percentage of the aggregate amount
                      of the Borrowing or Borrowings of Committed Canadian
                      Dollar Revolving Loans requested by such Canadian
                      Borrower to be made on such day.  The Commitment of each
                      Lender described in this clause (c) is herein referred to
                      as its "Revolving Loan Canadian Dollar Commitment".  On
                      the terms and subject to the conditions hereof, the
                      applicable Canadian Borrower may from time to time
                      borrow, prepay and reborrow Committed Canadian Dollar
                      Revolving Loans.

                             (d)  Each Lender that has a Percentage of any
                      Revolving Loan Lira Commitment in excess of zero will
                      make loans denominated in Lira (relative to such Lender,
                      its "Committed Lira Revolving Loans") to the applicable
                      Italian Borrower equal to such Lender's Percentage of the
                      aggregate amount of the Borrowing or Borrowings of
                      Committed Lira Revolving Loans requested by such Italian
                      Borrower to be made on such day.  The Commitment of each





                                       61
<PAGE>   70
                      Lender described in this clause (d) is herein referred to
                      as its "Revolving Loan Lira Commitment".  On the terms
                      and subject to the conditions hereof, the applicable
                      Italian Borrower may from time to time borrow, prepay and
                      reborrow Committed Lira Revolving Loans.

                             (e)  In the event any other Revolving Loan Foreign
                      Currency Commitment is created pursuant to Section 2.5,
                      each Lender having a Percentage of such Revolving Loan
                      Foreign Currency Commitment in excess of zero will make
                      Committed Foreign Currency Revolving Loans denominated in
                      the applicable Foreign Currency to the applicable Foreign
                      Borrower equal to such Lender's Percentage of the
                      aggregate amount of the Borrowing or Borrowings of
                      Committed Foreign Currency Revolving Loans requested by
                      such Foreign Borrower under such Revolving Loan Foreign
                      Currency Commitment to be made on such day.  On the terms
                      and subject to the conditions hereof and of the
                      applicable Revolving Loan Foreign Currency Commitment
                      Addendum, the applicable Foreign Borrower may from time
                      to time borrow, prepay and reborrow Committed Foreign
                      Currency Revolving Loans under such Revolving Loan
                      Foreign Currency Commitment.

                             (f)  The Swing Line Lender will make a loan
                      denominated in U.S. Dollars (a "Swing Line Loan") to the
                      Company equal to the principal amount of the Swing Line
                      Loan requested by the Company to be made on such day.
                      The Commitment of the Swing Line Lender described in this
                      clause (f) is herein referred to as its "Swing Line Loan
                      Commitment."  On the terms and subject to the conditions
                      hereof, the Company may from time to time borrow, prepay
                      and reborrow Swing Line Loans.

                             (g)  At any time that no Default has occurred and
                      is continuing, the Company may, by notice to the Agents,
                      request that, on the terms and subject to the conditions
                      contained in this Agreement, the Lenders and/or other
                      financial institutions not then a party to this Agreement
                      that are satisfactory to the Administrative Agent and the
                      Issuers provide up to an aggregate amount of $25,000,000
                      in additional Revolving Loan Commitments to make
                      Committed Revolving Loans denominated in any Currency or
                      Currencies.  Upon receipt of such notice, the Syndication
                      Agent shall use all commercially reasonable efforts to
                      arrange for the Lenders or other financial institutions
                      to provide such additional Revolving Loan Commitments;
                      provided that the Syndication Agent will first offer each
                      of the Lenders that then has a Percentage of any
                      Revolving Loan Commitments a pro rata portion (based upon
                      the Total Revolving Loan





                                       62
<PAGE>   71
                      Commitment Amount at such time) of any such additional
                      Revolving Loan Commitment.  Alternatively, any Lender may
                      commit to provide the full amount of the requested
                      additional Revolving Loan Commitment and then offer
                      portions of such additional Revolving Loan Commitment to
                      the other Lenders or other financial institutions,
                      subject to the proviso in the immediately preceding
                      sentence.  Nothing contained in this clause (g) or
                      otherwise in this Agreement is intended to commit any
                      Lender or any Agent to provide any portion of any such
                      additional Revolving Loan Commitments.  If and to the
                      extent that any Lenders and/or other financial
                      institutions agree, in their sole discretion, to provide
                      any such additional Revolving Loan Commitments, (i) the
                      Total Revolving Loan Commitment Amount and the Revolving
                      Loan U.S. Dollar Commitment Amount or the Revolving Loan
                      Foreign Currency Commitment Amount, as the case may be,
                      shall be increased by the amount of the additional
                      Revolving Loan U.S. Dollar Commitments or Revolving Loan
                      Foreign Currency Commitments, as the case may be, agreed
                      to be so provided, (ii) the Percentages of the respective
                      Lenders in respect of the Revolving Loan U.S. Dollar
                      Commitment and/or Revolving Loan Foreign Currency
                      Commitments, as the case may be, shall be proportionally
                      adjusted, as applicable, (iii) at such time and in such
                      manner as the Company and the Syndication Agent shall
                      agree (it being understood that the Company and the
                      Agents will use all commercially reasonable efforts to
                      avoid the prepayment or assignment of any LIBO Rate Loan
                      on a day other than the last day of the Interest Period
                      applicable thereto), the Lenders shall assign and assume
                      outstanding Committed Revolving Loans and participations
                      in outstanding Letters of Credit so as to cause the
                      amount of such Committed Revolving Loans and
                      participations in Letters of Credit held by each Lender
                      to conform to the respective percentages of the
                      applicable Revolving Loan Commitments of the Lenders and
                      (iv) the Company shall execute and deliver any additional
                      Notes or other amendments or modifications to this
                      Agreement or any other Loan Document as the Agents may
                      reasonably request.

                      SECTION 2.1.3.  Letter of Credit Commitment.  (a) Subject
to compliance by the Company with the terms of Sections 2.1.5, 5.1 and 5.2.1
and compliance by the applicable Borrower with Section 5.2.2 (and, in the case
of any Foreign Borrower other than the Initial Foreign Borrowers, compliance by
the applicable Foreign Borrower with the terms of Section 5.3), from time to
time on any Business Day occurring concurrently with (or after) the Closing
Date but prior to the Revolving Loan Commitment Termination Date, an Issuer in
respect of a Currency will (i) issue one or more standby or commercial letters
of credit denominated in the applicable





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<PAGE>   72
Currency (each referred to as a "Letter of Credit") for the account of the
Company or any of its Subsidiaries in the Stated Amount requested by the
applicable Borrower on such day, or (ii) extend the Stated Expiry Date of an
existing standby or commercial Letter of Credit previously issued hereunder to
a date not later than the earlier of (x) the Business Day immediately preceding
the sixth anniversary of the Closing Date and (y) the first anniversary of the
date of such extension; provided that, notwithstanding the terms of this clause
(y), a Letter of Credit may, if required by the beneficiary thereof, contain
"evergreen" provisions pursuant to which the Stated Expiry Date shall be
automatically extended, unless notice to the contrary shall have been given to
the beneficiary by the applicable Issuer or the account party of such Letter of
Credit more than a specified period prior to the then existing Stated Expiry
Date.

                      (b)    Each Existing Letter of Credit shall for purposes
of this Agreement be deemed to be a "Letter of Credit" issued hereunder on the
Closing Date.

                      SECTION 2.1.4.  Lenders Not Permitted or Required to Make
the Loans.  No Lender shall be permitted or required to make, and the
applicable Borrower shall not request any Lender to make, any of the following
Loans to the extent prohibited by this Section 2.1.4:

                             (a)  No Term-A Australian Dollar Loan, Term-A Lira
                      Loan, Term-A U.S. Dollar Loan, Term-B Loan or Term-C Loan
                      (as the case may be) shall be made by any Lender, or
                      requested to be made by any applicable Borrower if,
                      after giving effect thereto, the aggregate original
                      principal amount (calculated at the U.S. Dollar
                      Equivalent thereof on the Closing Date in the case of any
                      Term-A Australian Dollar Loan or Term-A Lira Loan) of all
                      Term-A Australian Dollar Loans, Term-A Lira Loans, Term-A
                      U.S. Dollar Loans, Term-B Loans or Term-C Loans (as the
                      case may be) of such Lender would exceed such Lender's
                      Percentage of the Term-A Loan Australian Dollar
                      Commitment Amount (in the case of Term-A Australian
                      Dollar Loans), the Term-A Loan Lira Commitment Amount (in
                      the case of Term-A Lira Loans), the Term-A Loan U.S.
                      Dollar Commitment Amount (in the case of Term-A U.S.
                      Dollar Loans), the Term-B Loan Commitment Amount (in the
                      case of Term-B Loans) or the Term-C Loan Commitment
                      Amount (in the case of Term-C Loans).

                             (b)  No U.S. Dollar Revolving Loan shall be made
                      by any Lender, or requested to be made by the Company if,
                      after giving effect thereto, the aggregate outstanding
                      principal amount of (i) all U.S. Dollar Revolving Loans





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<PAGE>   73
                      of such Lender, plus (ii) such Lender's Percentage in
                      respect of the Revolving Loan U.S. Dollar Commitment of
                      the aggregate amount of all U.S. Dollar Letter of Credit
                      Outstandings plus (iii) such Lender's Percentage in
                      respect of the Revolving Loan U.S. Dollar Commitment of
                      the outstanding principal amount of all Swing Line Loans,
                      would exceed such Lender's Percentage of the Revolving
                      Loan U.S. Dollar Commitment Amount.

                             (c)  No Committed Foreign Currency Revolving Loan
                      under any Revolving Loan Foreign Currency Commitment
                      shall be made by any Lender, or requested to be made by
                      any Foreign Borrower if, after giving effect thereto, the
                      U.S. Dollar Equivalent of the aggregate outstanding
                      principal amount of (i) all such Committed Foreign
                      Currency Revolving Loans of such Lender under such
                      Commitment plus (ii) such Lender's Percentage in respect
                      of such Revolving Loan Foreign Currency Commitment of the
                      aggregate amount of all Foreign Currency Letter of Credit
                      Outstandings in respect of the applicable Commitment,
                      would exceed such Lender's Percentage in respect of the
                      Revolving Loan Foreign Currency Commitment Amount
                      applicable to such Commitment.

                             (d)  No Swing Line Loan shall be made by the Swing
                      Line Lender, or requested to be made by the Company if,
                      after giving effect thereto, the aggregate outstanding
                      principal amount of all Swing Line Loans would exceed the
                      lesser of (i) the then existing Swing Line Loan
                      Commitment Amount and (ii) an amount equal to the then
                      existing Revolving Loan U.S. Dollar Commitment Amount
                      less the sum of (x) the aggregate outstanding principal
                      amount of all U.S. Dollar Revolving Loans and (y) the
                      U.S. Dollar Letter of Credit Outstandings.

                      SECTION 2.1.5.  Issuer Not Permitted or Required to Issue
Letters of Credit.  No Issuer in respect of any Currency shall be permitted or
required to issue any Letter of Credit if, after giving effect thereto, (i) the
Letter of Credit Outstandings would exceed the then existing Letter of Credit
Commitment Amount or (ii) the Letter of Credit Outstandings in respect of the
applicable Tranche would exceed (x) the then existing Revolving Loan Commitment
Amount in respect of such Tranche less (y) the sum of (A) the aggregate amount
of all U.S. Dollar Revolving Loans or Committed Foreign Currency Revolving
Loans in the applicable Currency, as the case may be, and (B) in the case of
U.S. Dollar Letters of Credit only, the aggregate amount of all Swing Line
Loans.





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<PAGE>   74
                      SECTION 2.2.  Optional Reduction of the Revolving Loan
Commitment Amount.  The Company may, from time to time on any Business Day
occurring after the Closing Date, voluntarily reduce any Revolving Loan
Commitment Amount; provided, however, that all such reductions shall require at
least three Business Days' prior notice to the Administrative Agent and any
partial reduction of any Revolving Loan Commitment Amount shall be in an
aggregate amount of $500,000 or any larger integral multiple of $100,000.  Any
such reduction of any Revolving Loan Commitment Amount which reduces such
Revolving Loan Commitment Amount below the Letter of Credit Commitment Amount
with respect to the same Currency (or, in the case of the Revolving Loan U.S.
Dollar Commitment only, the Swing Line Loan Commitment Amount) shall result in
an automatic and corresponding reduction of such Letter of Credit Commitment
Amount (or the Swing Line Loan Commitment Amount, as the case may be) to an
aggregate amount not in excess of the applicable Revolving Loan Commitment
Amount, as so reduced, without any further action on the part of the applicable
Issuer (or the Swing Line Lender, if applicable); provided, that any such
reduction in any such Letter of Credit Commitment Amount or the Swing Line Loan
Commitment Amount shall be reinstated to the extent that, whether pursuant to
clause (g) of Section 2.1.2, Section 2.5 or otherwise, the corresponding
Revolving Loan Commitment Amount is thereafter increased.

                      SECTION 2.3.  Borrowing Procedures and Funding
Maintenance.  Committed Loans (other than Swing Line Loans) shall be made by
the Lenders in accordance with Section 2.3.1, and Swing Line Loans shall be
made by the Swing Line Lender in accordance with Section 2.3.2.

                      SECTION 2.3.1.  Term Loans and Committed Revolving Loans.
By delivering the appropriate Committed Loan Borrowing Request to the
Administrative Agent on or before 12:00 noon, New York time, on a Business Day,
a Borrower may from time to time irrevocably request, on not less than one
Business Day's notice (in the case of Base Rate Loans) or three Business Days'
notice (in the case of LIBO Rate Loans) nor more than five Business Days'
notice (in the case of any Committed Loans), that a Committed Borrowing be made
in an aggregate amount of $1,000,000 (or, in the case of Committed Foreign
Currency Revolving Loans, the multiple of 100,000 units of the Currency of such
Loans the U.S. Dollar Equivalent of which is nearest to $1,000,000) or any
larger integral multiple of $500,000 (or, in the case of Committed Foreign
Currency Revolving Loans, the multiple of 50,000 units of the Currency of such
Loans the U.S. Dollar Equivalent of which is nearest to $500,000), or in the
unused amount of the applicable Commitment.  No Committed Loan Borrowing
Request shall be required, and the minimum aggregate amounts specified





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<PAGE>   75
under this Section 2.3.1 shall not apply, in the case of U.S. Dollar Revolving
Loans made under clause (b) of Section 2.3.2 to refund Refunded Swing Line
Loans or Committed Revolving Loans deemed made under Section 2.8.2 in respect
of unreimbursed Disbursements.  On the terms and subject to the conditions of
this Agreement, each Committed Borrowing shall be comprised of the type of
Committed Loans, shall be made in the Currency, and shall be made on the
Business Day, specified in such Committed Loan Borrowing Request.  As to U.S.
Dollar Loans, on or before 11:00 a.m., New York time, on such Business Day each
Lender shall deposit with the Administrative Agent same day funds in the
applicable Currency in an amount equal to such Lender's Percentage of the
requested Committed Borrowing.  Such deposit will be made to an account which
the Administrative Agent shall specify from time to time by notice to the
Lenders.  As to Committed Loans in any Foreign Currency, on or before 11:00
a.m. (local time in the country in which the applicable Foreign Borrower is
located), on the Business Day specified in such Committed Loan Borrowing
Request, each relevant Lender shall deposit same day funds in the applicable
Currency in an amount equal to such Lender's Percentage of the requested
Committed Borrowing at such account as shall be designated by the
Administrative Agent.  To the extent funds are received from the Lenders, the
Administrative Agent shall make such funds available to the applicable Borrower
by wire transfer to the accounts such Borrower shall have specified in its
Committed Loan Borrowing Request.  No Lender's obligation to make any Committed
Loan shall be affected by any other Lender's failure to make any Committed
Loan.

                      SECTION 2.3.2.  Swing Line Loans.  (a)  By telephonic
notice, promptly followed (within one Business Day) by the delivery of a
confirming Committed Loan Borrowing Request, to the Swing Line Lender and the
Administrative Agent on or before 3:00 p.m., New York City time, on the
Business Day the proposed Swing Line Loan is to be made, the Company may from
time to time irrevocably request that a Swing Line Loan be made by the Swing
Line Lender in a minimum principal amount of $500,000 or any larger integral
multiple of $100,000.  All Swing Line Loans shall be made in U.S. Dollars as
Base Rate Loans and shall not be entitled to be converted into LIBO Rate Loans.
Upon receipt of notice from the Administrative Agent confirming the amount of
the requested Borrowing, the proceeds of each Swing Line Loan shall be made
available by the Swing Line Lender, by 3:30 p.m., New York City time, on the
Business Day telephonic notice is received by it as provided in this clause
(a), to the Company by wire transfer to the account the Company shall have
specified in its notice therefor.





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<PAGE>   76
                      (b)  If any Default shall occur and be continuing, each
Lender with a Revolving Loan U.S. Dollar Commitment (other than the Swing Line
Lender) irrevocably agrees that it will, at the request of the Swing Line
Lender and upon notice from the Administrative Agent, unless such Swing Line
Loan shall have been earlier repaid in full, make a U.S. Dollar Revolving Loan
(which shall initially be funded as a Base Rate Loan) in an amount equal to
such Lender's Percentage in respect of the Revolving Loan U.S. Dollar
Commitments of the aggregate principal amount of all such Swing Line Loans then
outstanding (such outstanding Swing Line Loans hereinafter referred to as the
"Refunded Swing Line Loans"); provided, that the Swing Line Lender shall not
request, and no Lender with a Revolving Loan U.S. Dollar Commitment shall make,
any Refunded Swing Line Loan if, after giving effect to the making of such
Refunded Swing Line Loan, the sum of all Swing Line Loans and U.S. Dollar
Revolving Loans made by such Lender, plus such Lender's Percentage in respect
of the Revolving Loan U.S. Dollar Commitments of the aggregate amount of all
U.S. Dollar Letter of Credit Outstandings, would exceed such Lender's
Percentage of the then existing Revolving Loan U.S. Dollar Commitment Amount.
On or before 11:00 a.m. (New York City time) on the first Business Day
following receipt by each Lender of a request to make U.S. Dollar Revolving
Loans as provided in the preceding sentence, each such Lender with a Revolving
Loan U.S. Dollar Commitment shall deposit in an account specified by the Swing
Line Lender the amount so requested in same day funds and such funds shall be
applied by the Swing Line Lender to repay the Refunded Swing Line Loans.  At
the time the aforementioned Lenders make the above referenced U.S. Dollar
Revolving Loans, the Swing Line Lender shall be deemed to have made, in
consideration of the making of the Refunded Swing Line Loans, a U.S. Dollar
Revolving Loan in an amount equal to the Swing Line Lender's Percentage in
respect of the Revolving Loan U.S. Dollar Commitment of the aggregate principal
amount of the Refunded Swing Line Loans.  Upon the making (or deemed making, in
the case of the Swing Line Lender) of any U.S. Dollar Revolving Loans pursuant
to this clause (b), the amount so funded shall become outstanding as a U.S.
Dollar Revolving Loan of such Lender and shall no longer be a Swing Line Loan.
All interest payable with respect to any U.S. Dollar Revolving Loans made (or
deemed made, in the case of the Swing Line Lender) pursuant to this clause (b)
shall be appropriately adjusted to reflect the period of time during which the
Swing Line Lender had outstanding Swing Line Loans in respect of which such
U.S. Dollar Revolving Loans were made.  Each Lender's obligation (in the case
of Lenders with a Revolving Loan U.S. Dollar Commitment) to make the U.S.
Dollar Revolving Loans referred to in this clause (b) shall be absolute and
unconditional and shall not be affected by any circumstance, including, without
limitation, (i) any set-off, counterclaim, recoupment, defense or other right
which





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such Lender may have against the Swing Line Lender, the Company or any other
Person for any reason whatsoever; (ii) the occurrence or continuance of any
Default; (iii) any adverse change in the condition (financial or otherwise) of
the Company or any other Obligor; (iv) the acceleration or maturity of any
Loans or the termination of any Commitment after the making of any Swing Line
Loan; (v) any breach of this Agreement or any other Loan Document by any
Borrower or any Lender; or (vi) any other circumstance, happening or event
whatsoever, whether or not similar to any of the foregoing.

                      SECTION 2.4.  Uncommitted Foreign Currency Revolving
Loans.  Subject to compliance by the Company with the terms of Section 2.1.4,
Section 5.1 and Section 5.2.1, and compliance by the applicable Foreign
Borrower with the terms of Section 5.2.2 (and, in the case of any Foreign
Borrower other than the Initial Foreign Borrowers, compliance by the applicable
Foreign Borrower with the terms of Section 5.3), each Lender severally agrees
that any Foreign Borrower may request that Uncommitted Foreign Currency
Revolving Loan Borrowings be made to it pursuant to this Section 2.4 from time
to time on any Business Day prior to the Revolving Loan Commitment Termination
Date.  No Foreign Borrower may deliver to the Administrative Agent any
Uncommitted Foreign Currency Revolving Loan Borrowing Request in respect of
Uncommitted Foreign Currency Revolving Loans in any Foreign Currency if there
shall exist any unused Revolving Loan Foreign Currency Commitment in respect of
such Foreign Currency unless such Revolving Loan Foreign Currency Commitment is
fully utilized prior to or simultaneously with the Uncommitted Foreign Currency
Revolving Loan Borrowing contemplated by such Foreign Currency Revolving Loan
Borrowing Request.

                      SECTION 2.4.1.  Uncommitted Foreign Currency Revolving
Loan Borrowing Request.  (a)  A Foreign Borrower may request that a Borrowing
of Uncommitted Foreign Currency Revolving Loans be made to it by delivering to
the Administrative Agent an Uncommitted Foreign Currency Revolving Loan
Borrowing Request , which shall be substantially in the form of Exhibit B-3
hereto, and specify:

                             (i)  the Foreign Currency in which each such Loan
                      is requested to be made (provided, that a Canadian
                      Borrower may only request and receive Uncommitted Foreign
                      Currency Revolving Loans denominated in Canadian Dollars,
                      an Australian Borrower may only request and receive
                      Uncommitted Foreign Currency Revolving Loans denominated
                      in Australian Dollars, an Italian Borrower may only
                      request and receive Uncommitted Foreign Currency
                      Revolving Loans denominated in Lire and any other Foreign
                      Borrower may





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<PAGE>   78
                      only request and receive Uncommitted Foreign Currency
                      Revolving Loans denominated in the Foreign Currency of
                      the country in which such Foreign Borrower's principal
                      business operations are located);

                             (ii)  the principal amount of the Uncommitted
                      Foreign Currency Revolving Loan Borrowing requested to be
                      made to such Foreign Borrower (which shall be in an
                      aggregate principal amount the U.S. Dollar Equivalent of
                      which is not less than $500,000) and that, after giving
                      effect to such Uncommitted Foreign Currency Revolving
                      Loan Borrowing, the conditions set forth in Section 5.2.1
                      applicable thereto shall have been satisfied;

                             (iii)  the proposed date of each such proposed
                      Uncommitted Foreign Currency Revolving Loan Borrowing,
                      which shall be a Business Day;

                             (iv)  in the case of a proposed Borrowing of
                      Uncommitted Foreign Currency Revolving Loans that are to
                      be LIBO Rate Loans, the proposed Interest Period for each
                      such proposed Borrowing, subject to the provisions of the
                      definition of Interest Period;

                             (v)  the proposed Stated Maturity Date for the
                      Uncommitted Foreign Currency Revolving Loans to be made
                      pursuant to each such Uncommitted Foreign Currency
                      Revolving Loan Borrowing; and

                             (vi)  whether the Uncommitted Foreign Currency
                      Interest Quotes requested are to set forth an Uncommitted
                      Foreign Currency Interest Margin or an Uncommitted
                      Foreign Currency Absolute Interest Rate.

                      (b)  Each Uncommitted Foreign Currency Revolving Loan
Borrowing Request shall be transmitted to the Administrative Agent by telex or
facsimile so as to be received by the Administrative Agent not later than 10:30
a.m. (New York City time) on the fifth Business Day before the date of the
Borrowing proposed therein, or such other time or date as the Company and the
Administrative Agent shall have mutually agreed and shall have notified the
Lenders having a Percentage of any Revolving Loan Commitment of greater than
zero not later than the date of the Uncommitted Foreign Currency Revolving Loan
Borrowing Request for the first LIBO Rate Auction or Absolute Rate Auction for
which such change is to be effective.

                      (c)  No Foreign Borrower shall deliver to the
Administrative Agent any Uncommitted Foreign Currency Revolving Loan Borrowing
Request within five





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Business Days after the delivery by such Foreign Borrower of any other
Uncommitted Foreign Currency Revolving Loan Borrowing Request.

                      SECTION 2.4.2.  Invitation for Uncommitted Foreign
Currency Interest Quotes.  Promptly upon receipt of an Uncommitted Foreign
Currency Revolving Loan Borrowing Request delivered pursuant to Section 2.4.1,
but in no event later than the Business Day following such receipt, the
Administrative Agent shall send to each of the Lenders having a Percentage of
any Revolving Loan Commitment of greater than zero (by telecopy) an Invitation
for Uncommitted Foreign Currency Interest Quotes (which shall include a copy of
each Uncommitted Foreign Currency Revolving Loan Borrowing Request delivered
pursuant to Section 2.4.1), which shall constitute an invitation on behalf of
the relevant Foreign Borrower to each such Lender to submit Uncommitted Foreign
Currency Interest Quotes offering to make all or a portion of the Uncommitted
Foreign Currency Revolving Loan Borrowing requested by such Foreign Borrower
pursuant to Section 2.4.1.  Such Lenders may, but shall have no obligation to,
make such offers and such Foreign Borrower may, but shall have no obligation
to, accept any such offers in the manner set forth herein.

                      SECTION 2.4.3.  Submission and Contents of Uncommitted
Foreign Currency Interest Quotes.  (a) Each Lender having a Percentage of any
Revolving Loan Commitment of greater than zero may submit an Uncommitted
Foreign Currency Interest Quote containing an offer or offers to make
Uncommitted Foreign Currency Revolving Loans in response to any Invitation for
Uncommitted Foreign Currency Interest Quotes.  Each Uncommitted Foreign
Currency Interest Quote must comply with the requirements of this Section 2.4.3
and must be submitted to the Administrative Agent (by telecopy) not later than
2:00 p.m. (New York City time) on the fourth Business Day before the proposed
date of the Borrowing, or such other time or date as the Company and the
Administrative Agent shall have mutually agreed and shall have notified to the
Lenders having a Percentage of any Revolving Loan Commitment of greater than
zero not later than the date of the Uncommitted Foreign Currency Revolving Loan
Borrowing Request for the first LIBO Rate Auction or Absolute Rate Auction for
which such change is to be effective; provided, however, that Uncommitted
Foreign Currency Interest Quotes submitted by the Administrative Agent (or any
affiliate of the Administrative Agent) in the capacity of a Lender may be
submitted, and may only be submitted, if the Administrative Agent or such
affiliate notifies the relevant Foreign Borrower of the terms of the offer or
offers contained therein not later than (x) one hour before the deadline for
the other Lenders, in the case of a LIBO Rate Auction or (y) 15 minutes before
the deadline for the other Lenders, in the case of an Absolute Rate Auction.





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<PAGE>   80
                      (b)  Each Uncommitted Foreign Currency Interest Quote
shall be substantially in the form of Exhibit B-5  hereto, shall comply with
the provisions of this Section 2.4.3, and shall in any case specify the
following:

                              (i)  the proposed date of Borrowing,

                             (ii)  each Foreign Borrower to which the Lender
                      would be willing to make its Uncommitted Foreign Currency
                      Revolving Loans,

                             (iii)  the principal amount (stated in the
                      applicable Foreign Currency) of the Uncommitted Foreign
                      Currency Revolving Loan for which each such offer is
                      being made, which principal amount (x) may be greater
                      than or less than the Revolving Loan Commitments of the
                      quoting Lender, (y) shall be in an amount the U.S. Dollar
                      Equivalent of which is at least $1,000,000 and (z) may
                      not exceed the principal amount of Uncommitted Foreign
                      Currency Revolving Loans for which offers were requested,

                             (iv)  in the case of a LIBO Rate Auction, the
                      margin above the applicable LIBO Rate (the "Uncommitted
                      Foreign Currency Interest Margin") offered for each such
                      Uncommitted Foreign Currency Revolving Loan, expressed as
                      a percentage (specified to the nearest 1/10,000 of 1%)
                      to be added to or subtracted from such LIBO Rate,

                             (v)  in the case of an Absolute Rate Auction, the
                      rate of interest per annum (specified to the nearest
                      1/10,000 of 1%) (the "Uncommitted Foreign Currency
                      Absolute Interest Rate") offered for each such
                      Uncommitted Foreign Currency Revolving Loan, and

                             (vi)  the identity of the quoting Lender;

provided, however, that any Uncommitted Foreign Currency Interest Quote
submitted by a Lender pursuant to this Section 2.4.3 shall be irrevocable
(subject to Articles V and VIII hereof), unless otherwise consented to in
writing by the Administrative Agent acting upon the instructions of the
applicable Foreign Borrower.

                      (c)  Any Uncommitted Foreign Currency Interest Quote
that:  (i) is not substantially in the form of Exhibit B-5 hereto, as
determined by the Administrative Agent in its sole discretion, or does not
specify all of the information required in clause (b) above; (ii) contains
qualifying, conditional or similar language; or (iii)





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<PAGE>   81
arrives after the time set forth in clause (a) above, may be disregarded by the
applicable Foreign Borrower and the Administrative Agent.

                      (d)  The Administrative Agent (by telephone, promptly
confirmed in writing) shall promptly notify the relevant Foreign Borrower of
the terms of all Uncommitted Foreign Currency Interest Quotes submitted by the
Lenders in accordance with this Section 2.4.3, as well as the identity of any
such Lender.

                      SECTION 2.4.4.  Uncommitted Foreign Currency Revolving
Loan Acceptance.  (a) The relevant Foreign Borrower shall notify the
Administrative Agent of its acceptance or non-acceptance of the offers notified
to it pursuant to clause (d) of Section 2.4.3 not later than 4:00 p.m. (New
York City time) on the fourth Business Day before the proposed date of
Borrowing, or such other time or date as the relevant Foreign Borrower and the
Administrative Agent shall have mutually agreed and shall have given notice
thereof to each Lender having a Percentage of any Revolving Loan Commitment of
greater than zero not later than the date of the Uncommitted Foreign Currency
Revolving Loan Borrowing Request for the first LIBO Rate Auction or Absolute
Rate Auction for which such change is to be effective.  In the case of
acceptance, such notice (a "Notice of Uncommitted Foreign Currency Revolving
Borrowing") shall specify the aggregate principal amount of offers for each
requested maturity date and, in the case of LIBO Rate Loans, Interest Period
that are accepted.

                      (b)  The relevant Foreign Borrower may accept any
Uncommitted Foreign Currency Interest Quote in whole or in part; provided,
however, that:

                             (i)  the aggregate principal amount of each
                      Uncommitted Foreign Currency Revolving Loan Borrowing may
                      not exceed the applicable amount set forth in the related
                      Uncommitted Foreign Currency Revolving Loan Borrowing
                      Request;

                             (ii)  the aggregate principal amount (calculated
                      at the U.S. Dollar Equivalent thereof) of each
                      Uncommitted Foreign Currency Revolving Loan Borrowing
                      must not be less than $1,000,000;

                             (iii)  acceptance of offers may only be made on
                      the basis of ascending Uncommitted Foreign Currency
                      Interest Margins or Uncommitted Foreign Currency Absolute
                      Interest Rates, as the case may be;





                                       73
<PAGE>   82
                             (iv)  the relevant Foreign Borrower may not accept
                      any offer that fails to comply with the requirements of
                      this Agreement; and

                             (v) the conditions set forth in Section 5.2.1
                      applicable to such Uncommitted Foreign Currency Revolving
                      Loan Borrowing shall have been satisfied.

                      (c)  Not later than 12:00 noon (local time in the country
in which the applicable Foreign Borrower is located ) on the date specified for
each Uncommitted Foreign Currency Revolving Loan Borrowing hereunder, each
Lender participating therein shall, by wire transfer in same day funds, deposit
to an account of the applicable Foreign Borrower specified by such Foreign
Borrower the amount of the Uncommitted Foreign Currency Revolving Loans to be
made by it on such date in the applicable Foreign Currency.

                      (d)  As soon as practicable after the Uncommitted Foreign
Currency Revolving Loan Borrowing is made, the Administrative Agent shall
notify each Lender having a Percentage of any Revolving Loan Commitment of
greater than zero of (i) the amount of the Uncommitted Foreign Currency
Revolving Loan Borrowing, (ii) the U.S. Dollar Equivalent of the outstanding
principal amount of all Foreign Currency Revolving Loans (in the aggregate and
for each Foreign Borrower) immediately after giving effect to such Borrowing
and (iii) the date on which such Uncommitted Foreign Currency Revolving Loan
Borrowing was made.

                      SECTION 2.5.  Committed Foreign Currency Revolving Loans.
(a)  At any time that no Event of Default has occurred and is continuing, one
or more Foreign Borrowers from time to time may enter into one or more
Revolving Loan Foreign Currency Commitment Addenda, each with one or more
Lenders that have, immediately prior to the effectiveness of such Revolving
Loan Foreign Currency Commitment Addenda, Percentages in respect of the
Revolving Loan U.S. Dollar Commitment of greater than zero, whereby such
Lenders commit to make, from time to time on and subsequent to the Closing Date
but prior to the Revolving Loan Commitment Termination Date, Committed Foreign
Currency Revolving Loans denominated in the Foreign Currency of the country in
which such Foreign Borrower's principal business operations are located,
provided, however, that, after giving effect to any Revolving Loan Foreign
Currency Commitment created pursuant to this Section 2.5, the Total Revolving
Loan Foreign Currency Commitment Amount shall not exceed the Revolving Loan
Foreign Currency Limit.  Any Revolving Loan Foreign Currency Commitment
Addendum entered into pursuant to this Section 2.5





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<PAGE>   83
shall become effective upon (and subject to) the Company's delivery of a duly
executed copy thereof to the Administrative Agent pursuant to Section 11.2
hereof.

                      (b) Any Revolving Loan Foreign Currency Commitment
Addendum entered into pursuant to this Section 2.5 may, but need not, include a
Foreign Currency Letter of Credit Commitment by an Issuer party thereto to
issue, and a commitment by the Lenders party thereto to participate in, from
time to time on and subsequent to the Closing Date but prior to the Revolving
Loan Commitment Termination Date, Foreign Currency Letters of Credit
denominated in the Foreign Currency of the country in which such Foreign
Borrower's principal business operations are located for the account of the
Foreign Borrower or Foreign Borrowers party thereto and their respective
Subsidiaries; provided, however, that in respect of any Foreign Currency Letter
of Credit Commitment so created under this Section 2.5, the Foreign Currency
Letter of Credit Commitment Amount shall not exceed the Revolving Loan Foreign
Currency Commitment Amount set forth in the applicable Revolving Loan Foreign
Currency Commitment Addendum;

                      (c)  Each Revolving Loan Foreign Currency Commitment
Addendum shall set forth:

                             (i)  the Foreign Borrowers eligible to make
                      Borrowings of Committed Foreign Currency Revolving Loans
                      (and, if Foreign Currency Letters of Credit are therein
                      contemplated, request the issuance of Foreign Currency
                      Letters of Credit) thereunder;

                             (ii)  the Foreign Currency in which Committed
                      Foreign Currency Revolving Loans are to be made (and, if
                      applicable, Foreign Currency Letters of Credit are to be
                      issued) thereunder;

                             (iii)  the Revolving Loan Foreign Currency
                      Commitment Amount under such Revolving Loan Foreign
                      Currency Commitment Addendum, which shall be stated in
                      U.S. Dollars;

                             (iv)  the Percentage of each Lender party to such
                      Revolving Loan Foreign Currency Commitment Addendum in
                      respect of such Revolving Loan Foreign Currency
                      Commitment Amount; and

                             (v)  if such Revolving Loan Foreign Currency
                      Commitment Addendum includes Foreign Currency Letter of
                      Credit Commitments,





                                       75
<PAGE>   84
                             (A)  the Issuer in respect of the Foreign Currency
                             Letters of Credit to be issued thereunder;

                             (B)  the Foreign Currency Letter of Credit
                             Commitment Amount under such Revolving Loan
                             Foreign Currency Commitment Addendum, which shall
                             be stated in U.S. Dollars and shall not exceed the
                             Revolving Loan Foreign Currency Commitment Amount
                             set forth in such Revolving Loan Foreign Currency
                             Commitment Addendum; and

                             (C)  the Letter of Credit Reimbursement Obligation
                             Rate in respect of Foreign Currency Letters of
                             Credit issued thereunder.

                      (d)  Upon the effectiveness of any Revolving Loan Foreign
Currency Commitment Addendum pursuant to clause (a) of Section 2.5 or any
reduction in any Revolving Loan Foreign Currency Commitment pursuant to Section
2.2, the Percentages of each Lender with a Percentage in respect of the
applicable Revolving Loan Foreign Currency Commitments or the Revolving Loan
U.S. Dollar Commitments in excess of zero shall be automatically adjusted so
that, after giving effect to such adjustment, the aggregate amount of the
respective Percentages of each Lender in respect of Revolving Loan Commitments
multiplied by the respective Revolving Loan Commitment Amounts shall, before
and after giving effect to such Revolving Loan Foreign Currency Commitment
Addendum or reduction and such adjustment, be equal.  Schedule III hereto sets
forth an illustration of the operation of this Section 2.5(d).

                      (e)  If and when any adjustment is made to any Percentage
of any Lender pursuant to clause (d) at any time when any Committed Revolving
Loans or Letters of Credit are outstanding, at such time and in such manner as
the Company and the Syndication Agent shall agree (it being understood that the
Company and the Agents will use all commercially reasonable efforts to avoid
prepayment or assignment of any Committed Revolving Loan that is a LIBO Rate
Loan on a day other than the last day of the Interest Period applicable
thereto), the Lender shall assign and assume outstanding Committed Revolving
Loans and participations in outstanding Letters of Credit held by each Lender
to conform to the respective Percentages of the respective Revolving Loan
Commitments of the Lenders.

                      SECTION 2.6.  Continuation and Conversion Elections.  By
delivering a Continuation/Conversion Notice to the Administrative Agent on or
before 12:00 noon, New York City time, on a Business Day, a Borrower may from
time to time





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<PAGE>   85
irrevocably elect, on not less than one Business Day's notice (in the case of a
conversion of LIBO Rate Loans to Base Rate Loans) or three Business Days'
notice (in the case of a continuation of LIBO Rate Loans or a conversion of
Base Rate Loans into LIBO Rate Loans) nor more than five Business Days' notice
(in the case of any Loans) that all, or any portion in a minimum amount of
$1,000,000 (or, in the case of Foreign Currency Loans, the multiple of 100,000
units of the Currency of such Loans the U.S. Dollar Equivalent of which is
nearest to $1,000,000) or any larger integral multiple of $500,000 (or, in the
case of Foreign Currency Loans, the multiple of 50,000 units of the Currency of
such Loans the U.S. Dollar Equivalent of which is nearest to $500,000) of any
Borrowing of Committed Loans be, in the case of Base Rate Loans, converted into
LIBO Rate Loans or, in the case of LIBO Rate Loans, continued as LIBO Rate
Loans or, in the case of U.S. Dollar Revolving Loans only, converted into Base
Rate Loans (in the absence of delivery of a Continuation/Conversion Notice with
respect to any Committed Loan that is a LIBO Rate Loan at least three Business
Days before the last day of the then current Interest Period with respect
thereto, such LIBO Rate Loan shall (A) in the case of a LIBO Rate Loan that is
a Foreign Currency Loan, automatically be continued as a LIBO Rate Loan with an
Interest Period of one month and (B) in the case of a LIBO Rate Loan that is a
U.S. Dollar Loan, automatically convert to a Base Rate Loan, in each case on
such last day); provided, however, that (x) each such conversion or
continuation shall be pro rated among the applicable outstanding Committed
Loans of the relevant Lenders, (y) no portion of the outstanding principal
amount of any Loans denominated in U.S. Dollars may be continued as, or be
converted into, LIBO Rate Loans when any Default has occurred and is continuing
and (z) Loans shall be continued as, or be converted into, Loans of the same
Currency.

                      SECTION 2.7.  Funding.  Each Lender may, if it so elects,
fulfill its obligation to make, continue or convert LIBO Rate Loans hereunder
by causing one of its foreign branches or Affiliates (or an international
banking facility created by such Lender) to make or maintain such LIBO Rate
Loan, so long as such action does not result in increased costs to the
applicable Borrower; provided, however, that such LIBO Rate Loan shall
nonetheless be deemed to have been made and to be held by such Lender, and the
obligation of the applicable Borrower to repay such LIBO Rate Loan shall
nevertheless be to such Lender for the account of such foreign branch,
Affiliate or international banking facility; and provided, further, however,
that, except for purposes of determining whether any such increased costs are
payable by the applicable Borrower, such Lender shall cause such foreign
branch, Affiliate or international banking facility to comply with the
applicable provisions of clause (b) of Section 4.6 with respect to such LIBO
Rate Loan.  In addition, each Borrower hereby





                                       77
<PAGE>   86
consents and agrees that, for purposes of any determination to be made for
purposes of Section 4.1, 4.2, 4.3 or 4.4, it shall be conclusively assumed that
each Lender elected to fund all LIBO Rate Loans by purchasing deposits in the
relevant Currency in its LIBOR Office's interbank Eurodollar market.

                      SECTION 2.8.  Issuance Procedures.  By delivering to the
applicable Issuer and the Administrative Agent an Issuance Request on or before
12:00 noon, New York time, on a Business Day, any Borrower as to which any
Issuer has a Letter of Credit Commitment may, from time to time irrevocably
request, on not less than three nor more than ten Business Days' notice (or
such shorter or longer notice as may be acceptable to the applicable Issuer),
in the case of an initial issuance of a Letter of Credit, and not less than
three nor more than ten Business Days' notice (unless a shorter or longer
notice period is acceptable to the applicable Issuer) prior to the then
existing Stated Expiry Date of a Letter of Credit, in the case of a request for
the extension of the Stated Expiry Date of a Letter of Credit, that such Issuer
issue, or extend the Stated Expiry Date of, as the case may be, an irrevocable
Letter of Credit on behalf of such Borrower denominated in the applicable
Currency (whether issued for the account of or on behalf of such Borrower or
any of its Subsidiaries) in such form as may be requested by such Borrower and
approved by such Issuer, for the purposes described in Section 7.1.9.
Notwithstanding anything to the contrary contained herein or in any separate
application for any Letter of Credit, each Borrower hereby acknowledges and
agrees that it shall be obligated to reimburse the applicable Issuer upon each
Disbursement paid under a Letter of Credit, and it shall be deemed to be the
obligor for purposes of each such Letter of Credit issued hereunder by such
Issuer at the request of such Borrower (whether the account party on such
Letter of Credit is such Borrower or a Subsidiary of such Borrower).  Upon
receipt of an Issuance Request, the Administrative Agent shall promptly notify
the applicable Issuer and each Lender that has a Percentage of more than zero
in respect of the relevant Revolving Loan Commitments thereof.  Each Letter of
Credit shall by its terms be stated to expire on a date (its "Stated Expiry
Date") no later than the earlier to occur of (i) the sixth anniversary of the
Closing Date or (ii) one year from the date of its issuance; provided, that,
notwithstanding the terms of clause (ii) above, a Letter of Credit may, if
required by the beneficiary thereof, contain "evergreen" provisions pursuant to
which the Stated Expiry Date shall be automatically extended, unless notice to
the contrary shall have been given to the beneficiary by the applicable Issuer
or the account party more than a specified period prior to the then existing
Stated Expiry Date.  The applicable Issuer will make available to the
beneficiary thereof the original of each Letter of Credit which it issues
hereunder.  In the event that the Issuer is other than the Administrative
Agent, such Issuer will send by





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<PAGE>   87
facsimile transmission to the Administrative Agent, promptly on the first
Business Day of each week, its daily maximum amount available to be drawn under
the Letters of Credit issued by such Issuer for the previous week.  The
Administrative Agent shall deliver to each Lender upon each calendar month end,
and upon each Letter of Credit fee payment, a report setting forth the daily
maximum amount available to be drawn for all Issuers during such period.

                      SECTION 2.8.1.  Other Lenders' Participation.  Upon the
issuance of each Letter of Credit issued by an Issuer pursuant hereto, and
without further action, each Lender (other than such Issuer) that has a
Percentage of more than zero in respect of the relevant Revolving Loan
Commitments shall be deemed to have irrevocably purchased from such Issuer, to
the extent of its Percentage in respect of the applicable Revolving Loan
Commitments and such Issuer shall be deemed to have irrevocably granted and
sold to such Lender a participation interest in such Letter of Credit
(including the Contingent Liability and any Reimbursement Obligation and all
rights with respect thereto), and such Lender shall, to the extent of its
Percentage in respect of the applicable Revolving Loan Commitments be
responsible for reimbursing promptly (and in any event within one Business Day)
the applicable Issuer for Reimbursement Obligations which have not been
reimbursed by the applicable Borrower in accordance with Section 2.8.3.  In
addition, such Lender shall, to the extent of its Percentage in respect of the
applicable Revolving Loan Commitments, be entitled to receive from the
Administrative Agent a ratable portion of the Letter of Credit fees payable
pursuant to Section 3.3.3 with respect to each Letter of Credit and of interest
payable pursuant to Section 3.2 with respect to any Reimbursement Obligation.
To the extent that any Lender has reimbursed an Issuer for a Disbursement as
required by this Section, such Lender shall be entitled to receive from the
Administrative Agent its ratable portion of any amounts subsequently received
(from the applicable Borrower or otherwise) in respect of such Disbursement.

                      SECTION 2.8.2.  Disbursements; Conversion to Committed
Revolving Loans.  Each Issuer will notify the applicable Borrower and the
Administrative Agent promptly of the presentment for payment of any drawing
under any Letter of Credit issued by such Issuer, together with notice of the
date (the "Disbursement Date") such payment shall be made (each such payment, a
"Disbursement").  Subject to the terms and provisions of such Letter of Credit
and this Agreement, such Issuer shall make such payment to the beneficiary (or
its designee) of such Letter of Credit.  Prior to 12:30 p.m., New York time, on
the first Business Day following the Disbursement Date (the "Disbursement Due
Date"), the applicable Borrower will reimburse the





                                       79
<PAGE>   88
Administrative Agent, for the account of such Issuer, for all amounts which
such Issuer has disbursed under such Letter of Credit, together with interest
thereon at the rate per annum otherwise applicable to U.S. Dollar Revolving
Loans made as Base Rate Loans (in the case of U.S. Dollar Letters of Credit) or
at the Letter of Credit Reimbursement Obligation Rate in respect of such Letter
of Credit (in the case of any other Letter of Credit) from and including the
Disbursement Date to but excluding the Disbursement Due Date and, thereafter
(unless such Disbursement is converted into a Committed Revolving Loan on the
Disbursement Due Date), at a rate per annum equal to the rate per annum then in
effect with respect to overdue U.S. Dollar Revolving Loans made as Base Rate
Loans pursuant to Section 3.2.2 (in the case of U.S.  Dollar Letters of Credit)
or at a rate per annum equal to the Letter of Credit Reimbursement Obligation
Rate in respect of such Letter of Credit plus 2% (in the case of any other
Letter of Credit) for the period from the Disbursement Due Date through the
date of such reimbursement; provided, however, that, if no Default shall have
then occurred and be continuing, unless the applicable Borrower has notified
the Administrative Agent no later than one Business Day prior to the
Disbursement Due Date that it will reimburse such Issuer for the applicable
Disbursement, then the amount of the Disbursement shall be deemed to be a
Borrowing of Committed Revolving Loans in the applicable Currency which, in the
case of U.S. Dollars, shall constitute Base Rate Loans  and, in the case of any
Foreign Currency, shall bear interest at the Letter of Credit Reimbursement
Obligation Rate set forth in the applicable Revolving Loan Foreign Currency
Commitment Addendum, and following the giving of notice thereof by the
Administrative Agent to the applicable Lenders, each Lender with a Percentage
of greater than zero in respect of the applicable Revolving Loan Commitments
(other than such Issuer) will deliver to such Issuer on the Disbursement Due
Date immediately available funds in the applicable Currency in an amount equal
to such Lender's applicable Percentage of such Borrowing.  Each conversion of
Disbursement amounts into Committed Revolving Loans shall constitute a
representation and warranty by the applicable Borrower that on the date of the
making of such Committed Revolving Loans all of the statements set forth in
Section 5.2.1 are true and correct.

                      SECTION 2.8.3.  Reimbursement.  The obligation (a
"Reimbursement Obligation") of a Borrower under Section 2.8.2 to reimburse an
Issuer with respect to each Disbursement (including interest thereon) not
converted into a Committed Revolving Loan pursuant to Section 2.8.2, and, upon
the failure of any Borrower to reimburse an Issuer and the giving of notice
thereof by the Administrative Agent to the applicable Lenders, each Lender's
(to the extent it has a Percentage of greater than zero in respect of the
applicable Revolving Loan Commitment Amount)





                                       80
<PAGE>   89
obligation under Section 2.8.1 to reimburse such Issuer or fund its Percentage
of any Disbursement converted into a Committed Revolving Loan, shall be
absolute and unconditional under any and all circumstances and irrespective of
any setoff, counterclaim or defense to payment which such Borrower or such
Lender, as the case may be, may have or have had against such Issuer or any
such Lender, including any defense based upon the failure of any Disbursement
to conform to the terms of the applicable Letter of Credit (if, in the
applicable Issuer's good faith opinion, such Disbursement is determined to be
appropriate) or any non-application or misapplication by the beneficiary of the
proceeds of such Letter of Credit; provided, however, that after paying in full
its Reimbursement Obligation hereunder, nothing herein shall adversely affect
the right of such Borrower or such Lender, as the case may be, to commence any
proceeding against the applicable Issuer for any wrongful Disbursement made by
such Issuer under a Letter of Credit as a result of acts or omissions
constituting gross negligence or willful misconduct on the part of such Issuer.

                      SECTION 2.8.4.  Deemed Disbursements.  Upon the
occurrence and during the continuation of any Event of Default of the type
described in clauses (b) through (d) of Section 8.1.9 with respect to any
Obligor (other than Immaterial Subsidiaries) or, with notice from the
Administrative Agent acting at the direction of the Required Lenders, upon the
occurrence and during the continuation of any other Event of Default,

                             (a)  an amount equal to that portion of all Letter
                      of Credit Outstandings attributable to the then aggregate
                      amount which is undrawn and available under all Letters
                      of Credit issued at the request of any Borrower and
                      outstanding shall, without demand upon or notice to such
                      Borrower or any other Person, be deemed to have been paid
                      or disbursed by the applicable Issuer under such Letters
                      of Credit (notwithstanding that such amount may not in
                      fact have been so paid or disbursed); and

                             (b)  upon notification by the Administrative Agent
                      to the applicable Borrower of its obligations under this
                      Section, such Borrower shall be immediately obligated to
                      reimburse the applicable Issuer for the amount deemed to
                      have been so paid or disbursed by the applicable Issuer.

Any amounts so payable by any Borrower pursuant to this Section shall be
deposited in cash in the applicable Currency with the Administrative Agent and
held as collateral security for the Obligations in connection with the Letters
of Credit issued





                                       81
<PAGE>   90
at the request of such Borrower by the applicable Issuer.  At such time as the
Events of Default giving rise to the deemed disbursements hereunder shall have
been cured or waived, the Administrative Agent shall return to the applicable
Borrower all amounts then on deposit with the Administrative Agent pursuant to
this Section, together with accrued interest at the Federal Funds Rate, which
have not been applied to the satisfaction of such Obligations.

                      SECTION 2.8.5.  Nature of Reimbursement Obligations.
Each Borrower and, to the extent set forth in Section 2.8.1, each Lender with
an applicable Revolving Loan Commitment, shall assume all risks of the acts,
omissions or misuse of any Letter of Credit by the beneficiary thereof.  No
Issuer (except to the extent of its own gross negligence or willful misconduct)
shall be responsible for:

                             (a)  the form, validity, sufficiency, accuracy,
                      genuineness or legal effect of any Letter of Credit or
                      any document submitted by any party in connection with
                      the application for and issuance of a Letter of Credit,
                      even if it should in fact prove to be in any or all
                      respects invalid, insufficient, inaccurate, fraudulent or
                      forged;

                             (b)  the form, validity, sufficiency, accuracy,
                      genuineness or legal effect of any instrument
                      transferring or assigning or purporting to transfer or
                      assign a Letter of Credit or the rights or benefits
                      thereunder or the proceeds thereof in whole or in part,
                      which may prove to be invalid or ineffective for any
                      reason;

                             (c)  failure of the beneficiary to comply fully
                      with conditions required in order to demand payment under
                      a Letter of Credit;

                             (d)  errors, omissions, interruptions or delays in
                      transmission or delivery of any messages, by mail, cable,
                      telegraph, telex or otherwise; or

                             (e)  any loss or delay in the transmission or
                      otherwise of any document or draft required in order to
                      make a Disbursement under a Letter of Credit.

None of the foregoing shall affect, impair or prevent the vesting of any of the
rights or powers granted to any Issuer or any Lender with an applicable
Revolving Loan Commitment hereunder.  In furtherance and extension and not in
limitation or derogation of any of the foregoing, any action taken or omitted
to be taken by any Issuer in good faith (and not constituting gross negligence
or willful misconduct) shall





                                       82
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be binding upon the applicable Borrower, each Obligor and each such Lender, and
shall not put such Issuer under any resulting liability to such Borrower, any
Obligor or any such Lender, as the case may be.

                      SECTION 2.9.  Register; Notes.  (a)  Each Lender may
maintain in accordance with its usual practice an account or accounts
evidencing the Indebtedness of each Borrower to such Lender resulting from each
Loan made by such Lender to such Borrower, including the amounts of principal
and interest payable and paid to such Lender from time to time hereunder.  In
the case of a Lender that does not request, pursuant to clause (b)(ii) below,
execution and delivery of a Note or Notes evidencing the Loans made by such
Lender to a Borrower, such account or accounts shall, to the extent not
inconsistent with the notations made by the Administrative Agent in the
Register, be conclusive and binding on such Borrower absent manifest error;
provided, however, that the failure of any Lender to maintain such account or
accounts shall not limit or otherwise affect any Obligations of any Borrower or
any other Obligor.

                             (b) (i)  Each Borrower hereby designates the
                      Administrative Agent to serve as its agent, solely for
                      the purpose of this clause (b), to maintain a register
                      (the "Register") on which the Administrative Agent will
                      record each Lender's Commitments, the Loans made by each
                      Lender to each Borrower and each repayment in respect of
                      the principal amount of the Loans of each Lender to each
                      Borrower and annexed to which the Administrative Agent
                      shall retain a copy of each Revolving Loan Foreign
                      Currency Commitment Addendum delivered to the
                      Administrative Agent pursuant to Section 2.5 and each
                      Lender Assignment Agreement delivered to the
                      Administrative Agent pursuant to Section 11.11.1.
                      Failure to make any recordation, or any error in such
                      recordation, shall not affect the Borrowers' obligations
                      in respect of such Loans.  The entries in the Register
                      shall be conclusive, in the absence of manifest error,
                      and the Borrowers, the Administrative Agent and the
                      Lenders shall treat each Person in whose name a Loan
                      (and, as provided in clause (ii), the Note evidencing
                      such Loan, if any) is registered as the owner thereof for
                      all purposes of this Agreement, notwithstanding notice or
                      any provision herein to the contrary.  Any Commitment of
                      any Lender and the Loans made pursuant thereto may be
                      assigned or otherwise transferred in whole or in part
                      only by registration of such assignment or transfer in
                      the Register.  Any assignment or transfer of any
                      Commitment of any Lender or the Loans made pursuant
                      thereto shall be registered in the Register only upon
                      delivery to the Administrative Agent of a Lender
                      Assignment Agreement duly executed by the





                                       83
<PAGE>   92
                      assignor thereof.  No assignment or transfer of any
                      Commitment of any Lender or the Loans made pursuant
                      thereto shall be effective unless such assignment or
                      transfer shall have been recorded in the Register by the
                      Administrative Agent as provided in this Section.

                             (ii)  Each Borrower agrees that, upon the request
                      by any Lender to the Administrative Agent, such Borrower
                      will execute and deliver to such Lender, as applicable, a
                      Revolving U.S. Dollar Note, a Revolving Australian
                      Dollar Note, a Revolving Canadian Dollar Note, a
                      Revolving Lira Note, a Term-A U.S. Dollar Note, a Term-A
                      Australian Dollar Note, a Term-A Lira Note, a Term-B
                      Note, a Term-C Note, any other applicable Revolving
                      Foreign Currency Note and a Swing Line Note evidencing
                      the Loans made by such Lender to such Borrower.  Each
                      Borrower hereby irrevocably authorizes each Lender to
                      make (or cause to be made) appropriate notations on the
                      grid attached to such Lender's Notes of such Borrower (or
                      on any continuation of such grid), which notations, if
                      made, shall evidence, inter alia, the date of, the
                      outstanding principal amount of, and the interest rate
                      and Interest Period applicable to the Loans evidenced
                      thereby.  Such notations shall, to the extent not
                      inconsistent with the notations made by the
                      Administrative Agent in the Register, be conclusive and
                      binding on the Borrower that shall have issued such Note
                      absent manifest error; provided, however, that the
                      failure of any Lender to make any such notations or any
                      error in any such notations shall not limit or otherwise
                      affect any Obligations of the Borrowers or any other
                      Obligor.  The Loans evidenced by any such Note and
                      interest thereon shall at all times (including after
                      assignment pursuant to Section 11.11.1) be represented by
                      one or more Notes payable to the order of the payee named
                      therein and its registered assigns.  A Note and the
                      obligation evidenced thereby may be assigned or otherwise
                      transferred in whole or in part only by registration of
                      such assignment or transfer of such Note and the
                      obligation evidenced thereby in the Register (and each
                      Note shall expressly so provide).  Any assignment or
                      transfer of all or part of an obligation evidenced by a
                      Note shall be registered in the Register only upon
                      surrender for registration of assignment or transfer of
                      the Note evidencing such obligation, accompanied by a
                      Lender Assignment Agreement duly executed by the assignor
                      thereof, and thereupon, if requested by the assignee, one
                      or more new Notes shall be issued by the applicable
                      Borrower to the designated assignee and the old Note
                      shall be returned by the Administrative Agent to the
                      applicable Borrower marked "exchanged".  No assignment of
                      a Note and the obligation evidenced thereby





                                       84
<PAGE>   93
                      shall be effective unless it shall have been recorded in
                      the Register by the Administrative Agent as provided in
                      this Section.

                                  ARTICLE III

                   REPAYMENTS, PREPAYMENTS, INTEREST AND FEES

                      SECTION 3.1.  Repayments and Prepayments; Application.

                      SECTION 3.1.1.  Repayments and Prepayments.  Each
Borrower shall repay in full the unpaid principal amount of each Loan made to
it upon the Stated Maturity Date therefor.  Prior thereto, payments and
repayments of Loans shall or may be made as set forth below.

                             (a) From time to time on any Business Day, the
                      Company or a Foreign Borrower, as the case may be, may
                      make a voluntary prepayment, in whole or in part, of the
                      outstanding principal amount of any

                                  (i)  Loans (other than Swing Line Loans);
                             provided, however, that

                                        (1) any such prepayment of the Loans of
                                  any Tranche shall be made pro rata among
                                  Loans of such Tranche of the same type and,
                                  if applicable, having the same Interest
                                  Period of all Lenders that have made such
                                  Loans;

                                        (2)  each Borrower shall comply with
                                  Section 4.4 in the event that any LIBO Rate
                                  Loan is prepaid on any day other than the
                                  last day of the Interest Period for such
                                  Loan;

                                        (3)  all such voluntary prepayments
                                  shall require at least one Business Day's
                                  notice in the case of Base Rate Loans, three
                                  Business Days' notice in the case of LIBO
                                  Rate Loans, but no more than five Business
                                  Days' notice in the case of any Loans, in
                                  each case in writing to the Administrative
                                  Agent; and

                                        (4)  all such voluntary partial
                                  prepayments shall be in an aggregate amount
                                  of $1,000,000 (or, in the case of Foreign
                                  Currency Loans, the multiple of 100,000 units
                                  of the Currency





                                       85
<PAGE>   94
                                  of such Loans the U.S. Dollar Equivalent of
                                  which is nearest to $1,000,000) or any larger
                                  integral multiple of $500,000 (or, in the
                                  case of Foreign Currency Loans, the multiple
                                  of 50,000 units of the Currency of such Loans
                                  the U.S. Dollar Equivalent of which is
                                  nearest to $500,000) or in the aggregate
                                  principal amount of all Loans of the
                                  applicable Tranche and type then outstanding;
                                  or

                                  (ii)  Swing Line Loans, provided that

                                        (1)  all such voluntary prepayments
                                  shall require prior telephonic notice to the
                                  Swing Line Lender on or before 3:00 p.m., New
                                  York City time, on the day of such prepayment
                                  (such notice to be confirmed in writing by
                                  the Company within 24 hours thereafter); and

                                        (2)  all such voluntary partial
                                  prepayments shall be in an aggregate amount
                                  of $500,000 or any larger integral multiple
                                  of $100,000 or in the aggregate principal
                                  amount of all Swing Line Loans then
                                  outstanding.

                             (b) No later than the Business Day following the
                      date upon which the Company shall have delivered the
                      certificate required to be delivered pursuant to clause
                      (h) of Section 7.1.1, the Company or any applicable
                      Foreign Borrower, as the case may be, shall

                                  (i)  if the U.S. Dollar Equivalent of the
                             aggregate outstanding principal amount of all
                             Committed Foreign Currency Revolving Loans and the
                             Foreign Currency Letter of Credit Outstandings in
                             any Foreign Currency is equal to or greater than
                             105% of the applicable Revolving Loan Foreign
                             Currency Commitment Amount with respect to such
                             Foreign Currency, make a prepayment of its
                             Committed Foreign Currency Revolving Loans in such
                             Foreign Currency (and, if necessary, deposit with
                             the Administrative Agent cash collateral for the
                             Foreign Currency Letter of Credit Outstandings in
                             the applicable Foreign Currency) in an amount
                             equal to such excess over the applicable Revolving
                             Loan Foreign Currency Commitment Amount, and





                                       86
<PAGE>   95
                                  (ii)  if the U.S. Dollar Equivalent of the
                             sum of the aggregate outstanding principal amount
                             of all Foreign Currency Revolving Loans and all
                             Foreign Currency Letter of Credit Outstandings is
                             equal to or greater than 105% of the Revolving
                             Loan Foreign Currency Limit, make a prepayment of
                             its Foreign Currency Loans (and, if necessary,
                             deposit with the Administrative Agent cash
                             collateral for the Foreign Currency Letter of
                             Credit Outstandings in the applicable Foreign
                             Currency) in an amount equal to such excess over
                             the Revolving Loan  Foreign Currency Limit.

                             (c) No later than five Business Days following the
                      delivery by the Company of its annual audited financial
                      reports required pursuant to clause (b) of Section 7.1.1
                      (beginning with the financial reports delivered in
                      respect of the 1999 Fiscal Year), the Company shall
                      deliver to the Administrative Agent a calculation of the
                      Excess Cash Flow for the Fiscal Year last ended and, no
                      later than five Business Days following the delivery of
                      such calculation, make or cause to be made a mandatory
                      prepayment of the Term Loans in an amount equal to (i)
                      50% of the Excess Cash Flow (if any) for such Fiscal Year
                      (or period) less (ii) the aggregate amount of all
                      voluntary prepayments of the principal of the Term Loans
                      actually made in such Fiscal Year pursuant to clause (a)
                      of Section 3.1.1, to be applied as set forth in Section
                      3.1.2;  provided, however, that no such prepayment shall
                      be required to be made to the extent that the amount of
                      Debt as reduced by giving effect to such prepayment would
                      result (on a pro forma basis) in a Leverage Ratio of
                      3.50:1 or less as of the end of the immediately preceding
                      Fiscal Quarter.

                             (d) No later than one Business Day (in the case of
                      Net Debt Proceeds)  or 30 calendar days (in the case of
                      Net Disposition Proceeds) following the receipt of any
                      Net Disposition Proceeds or Net Debt Proceeds by the
                      Company or any of its Subsidiaries, the Company shall
                      deliver to the Administrative Agent a calculation of the
                      amount of such Net Disposition Proceeds or Net Debt
                      Proceeds, as the case may be, and, to the extent the
                      amount of such Net Disposition Proceeds or Net Debt
                      Proceeds, as the case may be, with respect to any single
                      transaction or series of related transactions, exceeds
                      $5,000,000, make or cause to be made a mandatory
                      prepayment of the Term Loans in an amount equal to 100%
                      of such Net Disposition Proceeds or Net Debt Proceeds, as
                      the case may be, to be applied as set forth in Section
                      3.1.2; provided, that no mandatory prepayment on account
                      of such Net Disposition Proceeds shall be required under
                      this clause if the Company informs the





                                       87
<PAGE>   96
                      Agents no later than 30 days following the receipt of any
                      Net Disposition Proceeds of its or its Subsidiary's good
                      faith intention to apply such Net Disposition Proceeds to
                      the acquisition of other assets or property consistent
                      with the Thermadyne Business (including by way of merger
                      or investment) within 365 days following the receipt of
                      such Net Disposition Proceeds, with the amount of such
                      Net Disposition Proceeds unused after such 365 day period
                      being applied to the Loans as set forth in Section 3.1.2.

                             (e) Concurrently with the consummation of any
                      transaction giving rise to any Net Equity Proceeds, the
                      Company shall deliver to the Administrative Agent a
                      calculation of the amount of such Net Equity Proceeds,
                      and no later than five Business Days following the
                      delivery of such calculation, and, to the extent that the
                      amount of such Net Equity Proceeds with respect to any
                      single transaction or series of related transactions
                      exceeds $3,000,000, the Company shall make or cause to be
                      made a mandatory prepayment of the Term Loans in an
                      amount equal to 50% of such Net Equity Proceeds, to be
                      applied as set forth in Section 3.1.2; provided, however,
                      that no such prepayment shall be required to be made to
                      the extent that the amount of Debt as reduced by giving
                      effect to such prepayment would result (on a pro forma
                      basis) in a Leverage Ratio of less than 4.00:1 as of the
                      end of the immediately preceding Fiscal Quarter.

                             (f) Concurrently with the receipt by the Company
                      or any of its Subsidiaries of any Casualty Proceeds in
                      excess of $3,000,000 (individually or in the aggregate
                      over the course of a Fiscal Year), the Company shall make
                      or cause to be made a mandatory prepayment of the Term
                      Loans in an amount equal to 100% of such Casualty
                      Proceeds, to be applied as set forth in Section 3.1.2;
                      provided, that no mandatory prepayment on account of
                      Casualty Proceeds shall be required under this clause if
                      the Company informs the Agents no later than 60 days
                      following the occurrence of the Casualty Event resulting
                      in such Casualty Proceeds of its or its Subsidiary's good
                      faith intention to apply such Casualty Proceeds to the
                      rebuilding or replacement of the assets or property
                      subject to such Casualty Event or the acquisition of
                      other assets or property consistent with the Thermadyne
                      Business (including by way of merger or Investment) and
                      in fact uses such Casualty Proceeds to rebuild or replace
                      the assets or property subject to such Casualty Event or
                      to acquire such other property or assets within 365 days
                      following the receipt of such Casualty Proceeds, with the
                      amount of such Casualty Proceeds unused after such 365
                      day period being applied to the Loans pursuant to Section





                                       88
<PAGE>   97
                      3.1.2; provided, further, however, that at any time when
                      any Event of Default shall have occurred and be continuing
                      or Casualty Proceeds not applied as provided above shall
                      exceed $3,000,000, such Casualty Proceeds will be
                      deposited in an account maintained with the Administrative
                      Agent for disbursement at the request of the Company to
                      pay for such rebuilding, replacement or acquisition.

                             (g) On each date when any reduction in any
                      Revolving Loan Commitment Amount shall become effective
                      in respect of any Revolving Loan Commitment, including
                      pursuant to Section 2.2.2, the Company or any applicable
                      Foreign Borrower, as the case may be, shall make a
                      mandatory prepayment of Revolving Loans (in the relevant
                      Currency) and (if necessary) Swing Line Loans and (if
                      necessary) deposit with the Administrative Agent cash
                      collateral for Letter of Credit Outstandings (in the
                      relevant Currency) in an aggregate amount equal to the
                      excess, if any, of (A) the sum of the aggregate
                      outstanding principal amount of all Committed Revolving
                      Loans and Letter of Credit Outstandings (in the relevant
                      Currency) and (in the case of a reduction in the
                      Revolving Loan U.S. Dollar Commitment Amount) Swing Line
                      Loans outstanding under such Revolving Loan Commitment,
                      over (B) the applicable Revolving Loan Commitment Amount
                      in respect of such Revolving Loan Commitment, in each
                      case as so reduced.

                             (h) On each date when any reduction in the Total
                      Revolving Loan Commitment Amount shall become effective,
                      including pursuant to Section 2.2, the Company or any
                      applicable Foreign Borrower, as the case may be, shall
                      make a mandatory prepayment of Revolving Loans and (if
                      necessary) Swing Line Loans and (if necessary) deposit
                      with the Administrative Agent cash collateral for Letter
                      of Credit Outstandings in an aggregate amount equal to
                      the excess, if any, of the sum of (i) the aggregate
                      outstanding principal amount of all Revolving Loans
                      (included, in the case of Foreign Currency Revolving
                      Loans, at the U.S. Dollar Equivalent thereof) and Swing
                      Line Loans and (ii) the Letter of Credit Outstandings,
                      over the Total Revolving Loan Commitment Amount as so
                      reduced.

                             (i) On the Stated Maturity Date and on each
                      Quarterly Payment Date occurring during any period set
                      forth below, the Company or any applicable Foreign
                      Borrower, as the case may be, shall make a scheduled
                      repayment of the outstanding principal amount, if any, of
                      its Term-A Loans (such repayments to be applied as set
                      forth in Section 3.1.2), so that the aggregate





                                       89
<PAGE>   98
                      amount of such repayments shall equal the amount set
                      forth below opposite such Stated Maturity Date or period,
                      as applicable (as such amounts may have otherwise been
                      reduced pursuant to this Agreement); provided that, in
                      the case of any repayments of Foreign Currency Term Loans
                      made pursuant to this clause, such repayments shall be
                      made in the applicable Foreign Currency in an amount
                      equal to the Foreign Currency Equivalent thereof
                      determined by reference to the exchange rate applied in
                      respect of such Foreign Currency Term Loans on the date
                      such Loans were made:

<TABLE>
<CAPTION>
                                                           SCHEDULED
                                                           PRINCIPAL
                                   PERIOD                  REPAYMENT
                       ===================================================  
                       <S>                               <C>
                        7/16/98 - 7/15/99                 $        -0-
                       ---------------------------------------------------
                        7/16/99 - 7/15/00                 $  1,250,000
                       ---------------------------------------------------
                        7/16/00 - 7/15/01                 $  2,500,000
                       ---------------------------------------------------
                        7/16/01 - 7/15/02                 $  5,000,000
                       ---------------------------------------------------
                        7/16/02 - 7/15/03                 $  6,250,000
                       ---------------------------------------------------
                        7/16/03 - Sixth 
                        Anniversary of the Closing 
                        Date                              $10,000,000
</TABLE>

                             (j) On the Stated Maturity Date and on each
                      Quarterly Payment Date occurring during any period set
                      forth below, the Company shall make a scheduled repayment
                      of the outstanding principal amount, if any, of Term-B
                      Loans in an aggregate amount equal to the amount set
                      forth below opposite such Stated Maturity Date or period,
                      as applicable (as such amounts may have otherwise been
                      reduced pursuant to this Agreement):

<TABLE>
<CAPTION>
                     ==========================================================  
                                                                 SCHEDULED
                                                                 PRINCIPAL
                                    PERIOD                       REPAYMENT
                     ==========================================================  
                       <S>                                    <C> 
                              7/16/98 - 7/15/04                $     287,500
                     ----------------------------------------------------------
                       7/16/04 - Seventh Anniversary of
                               the Closing Date                  $27,025,000
</TABLE>



                                       90
<PAGE>   99
                             (k) On the Stated Maturity Date and on each
                      Quarterly Payment Date occurring during any period set
                      forth below, the Company shall make a scheduled repayment
                      of the outstanding principal amount, if any, of Term-C
                      Loans in an aggregate amount equal to the amount set
                      forth below opposite such Stated Maturity Date or period,
                      as applicable (as such amounts may have otherwise been
                      reduced pursuant to this Agreement):

<TABLE>
<CAPTION>
                    ========================================================
                                                                SCHEDULED
                                                                PRINCIPAL
                                    PERIOD                      REPAYMENT
                    ========================================================
                      <S>                                     <C>
                               7/1/98 - 7/15/05                $     287,500
                    --------------------------------------------------------
                       7/16/05 - Eighth Anniversary of
                               the Closing Date                  $26,737,500
                    ========================================================
</TABLE>

                             (l) Following the prepayment in full of the Term
                      Loans, on the date the Term Loans would otherwise have
                      been required to be prepaid on account of any Net
                      Disposition Proceeds, Net Debt Proceeds, Excess Cash
                      Flow, Net Equity Proceeds or Casualty Proceeds, the
                      Company or any applicable Foreign Borrower, as the case
                      may be, shall first, prepay such Tranche or Tranches of
                      Revolving Loans and Swing Line Loans, to the extent then
                      outstanding, as the Company shall elect, and, second,
                      deposit with the Administrative Agent cash collateral for
                      Letter of Credit Outstandings, in an aggregate amount
                      equal to the amount by which the Term Loans would
                      otherwise have been required to be prepaid if Term Loans
                      had been outstanding.

                             (m) Immediately upon any acceleration of the
                      Stated Maturity Date of any Loans or Obligations pursuant
                      to Section 8.2 or Section 8.3, the Company or any





                                       91
<PAGE>   100
                      applicable Foreign Borrower, as the case may be, shall
                      repay all outstanding Loans and other Obligations,
                      unless, pursuant to Section 8.3, only a portion of all
                      Loans and other Obligations are so accelerated (in which
                      case the portion so accelerated shall be so prepaid).

                      Each prepayment of any Loans made pursuant to this
Section shall be without premium or penalty, except as may be required by
Section 4.4.  No prepayment of principal of any Revolving Loans or Swing Line
Loans pursuant to clause (a), (b) or (m) of this Section 3.1.1 shall cause a
reduction in any Revolving Loan Commitment Amount or the Swing Line Loan
Commitment Amount, as the case may be.  Any Letter of Credit outstanding that
is cash collateralized pursuant to clause (b), (g), (h) or (l) of this Section
3.1.1 shall not thereafter, so long as, and to the extent that, such Letter of
Credit remains so cash collateralized, be considered to be outstanding for
purposes of (but only for purposes of) such clause (b), (g), (h) or (l) of
this Section 3.1.1.

                      SECTION 3.1.2.  Application.  (a) Subject to clause (b)
below, each prepayment or repayment of principal of the Loans of any Tranche
shall be applied, to the extent of such prepayment or repayment, first, to the
principal amount thereof being maintained as Base Rate Loans, and second, to
the principal amount thereof being maintained as LIBO Rate Loans; provided,
that prepayments or repayments of LIBO Rate Loans not made on the last day of
the Interest Period with respect thereto, shall be prepaid or repaid subject to
the provisions of Section 4.4 (together with a payment of all accrued
interest).  Any mandatory prepayments of LIBO Rate Loans made pursuant to
clauses (d) and (e) of Section 3.1.1, if not made on the last day of the
Interest Period with respect thereto, shall, at the Borrower's option, so long
as no Default has occurred and is continuing, be prepaid subject to the
provisions of Section 4.4, or the amount required to be applied to the
prepayment of LIBO Rate Loans (after application to any Base Rate Loans) shall
be deposited with the Administrative Agent as cash collateral for such Loans on
terms reasonably satisfactory to the Administrative Agent and thereafter shall
be applied in the order of the Interest Periods next ending most closely to the
date of receipt of the proceeds in respect of which such prepayment is required
to be made and on the last day of each such Interest Period (together with a
payment of all interest that is due on the last day of each such Interest
Period pursuant to clause (d) of Section 3.2.3).

                      (b)  Each prepayment of Term Loans made pursuant to
clauses (a), (c), (d), (e), (f), (i), (j) and (k) of Section 3.1.1 shall be
applied, (i) on a pro rata basis, to the outstanding principal amount of (A) in
the case of clauses (a), (c), (d), (e) and (f), all remaining Term-A Loans,
Term-B Loans and Term-C Loans and (B) in the case of clauses (i), (j) and (k),
all remaining Term-A Loans, Term-B Loans or Term-C Loans, as the case may be,
and (ii) in





                                       92
<PAGE>   101
respect of each Tranche of Term Loans, in direct order of maturity of the
remaining scheduled quarterly amortization payments in respect thereof, until
all such Term-A Loans, Term-B Loans and Term-C Loans have been paid in full;
provided that the Company may make, or cause other Borrowers to make, any such
prepayments to any Lender of Term Loans of such Tranches as the Company shall
elect so long as the aggregate amount of all such prepayments made to each
Lender is equal to its pro rata portion of the aggregate prepayments to all
applicable Lenders; and provided, further, that if the Company at any time
elects in writing, in its sole discretion, to permit any Lender that has Term-B
Loans or Term-C Loans to decline to have such Loans prepaid pursuant to clause
(a), (c), (d), (e) or (f) of Section 3.1.1, then any Lender having Term-B Loans
or Term-C Loans outstanding may, by delivering a notice to the Agents at least
one Business Day prior to the date that such prepayment is to be made, decline
to have such Loans prepaid with the amounts set forth above, in which case 50%
of the amounts that would have been applied to a prepayment of such Lender's
Term-B Loans or Term-C Loans, as the case may be, shall instead be applied to a
prepayment of the Term-A Loans (until paid in full), with the balance being
retained by the Company and its Subsidiaries.

                      SECTION 3.2.  Interest Provisions.  Interest on the
outstanding principal amount of the Loans shall accrue and be payable in
accordance with this Section 3.2.

                      SECTION 3.2.1.  Rates.  (a)  Each Base Rate Loan shall
accrue interest on the unpaid principal amount thereof for each day from and
including the day upon which such Loan was made or converted to a Base Rate
Loan to but excluding the date such Loan is repaid or converted to a LIBO Rate
Loan at a rate per annum equal to the sum of the Alternate Base Rate for such
day plus the Applicable Margin for such Loan on such day.

                      (b)  Each Committed LIBO Rate Loan in any Currency shall
accrue interest on the unpaid principal amount thereof for each day during each
Interest Period applicable thereto at a rate per annum equal to the sum of the
LIBO Rate (or, in the case of U.S. Dollar Loans, LIBO Rate (Reserve Adjusted))
for such Currency and Interest Period plus the Applicable Margin for such Loan
on such day.

                      (c)  Each Uncommitted Foreign Currency Revolving Loan
shall accrue interest on the unpaid principal amount thereof for each day from
and including the day upon which such Loan was made to but excluding the date
such Loan is repaid at a rate per annum equal to the Uncommitted Foreign
Currency Interest Rate for such Loan.





                                       93
<PAGE>   102
All LIBO Rate Loans shall bear interest from and including the first day of the
applicable Interest Period to (but not including) the last day of such Interest
Period at the interest rate determined as applicable to such LIBO Rate Loan.

                      SECTION 3.2.2.  Post-Maturity Rates.  After the date any
principal amount of any Loan shall have become due and payable (whether on the
applicable Stated Maturity Date, upon acceleration or otherwise), or any other
monetary Obligation (other than overdue Reimbursement Obligations which shall
bear interest as provided in Section 2.8.2) of any Borrower shall have become
due and payable, such Borrower shall pay, but only to the extent permitted by
law, interest (after as well as before judgment) on such amounts at a rate per
annum equal to (i) in the case of any overdue principal of Loans, overdue
interest thereon, overdue commitment fees or other overdue amounts in respect
of Loans or other obligations (or the related Commitments) under a particular
Tranche, (x) in the case of Loans other than Foreign Currency Loans, the rate
that would otherwise be applicable to Base Rate Loans under such Tranche
pursuant to Section 3.2.1 plus 2%, (y) in the case of Committed Foreign
Currency Loans, the rate that would otherwise be applicable to such Loans under
clause (b) of Section 3.2.1 plus 2%, and (z) in the case of Uncommitted Foreign
Currency Revolving Loans, the rate that would otherwise be applicable to such
Loans pursuant to clause (c) of Section 3.2.1 plus 2%, and (ii) in the case of
other overdue monetary Obligations, the rate that would otherwise be applicable
to U.S. Dollar Revolving Loans that were Base Rate Loans plus 2%.

                      SECTION 3.2.3.  Payment Dates.  Interest accrued on each
Loan shall be payable, without duplication:

                             (a)  on the Stated Maturity Date therefor;

                             (b)  in the case of a LIBO Rate Loan or
                      Uncommitted Foreign Currency Absolute Rate Revolving
                      Loan, on the date of any payment or prepayment, in whole
                      or in part, of principal outstanding on such Loan, to the
                      extent of the unpaid interest accrued through such date
                      on the principal so paid or prepaid;

                             (c)  with respect to Base Rate Loans, on each
                      Quarterly Payment Date occurring after the date of the
                      initial Credit Extension hereunder;

                             (d)  with respect to LIBO Rate Loans, on the last
                      day of each applicable Interest Period (and, if such
                      Interest Period shall exceed three months, at intervals
                      of three months after the first day of such Interest
                      Period); and





                                       94
<PAGE>   103
                             (e)  on that portion of any Loans the Stated
                      Maturity Date of which is accelerated pursuant to Section
                      8.2 or Section 8.3, immediately upon such acceleration.

Interest accrued on Loans, Reimbursement Obligations or other monetary
Obligations arising under this Agreement or any other Loan Document after the
date such amount is due and payable (whether on the Stated Maturity Date, upon
acceleration or otherwise) shall be payable upon demand.

                      SECTION 3.3.  Fees.  The Borrowers agree to pay the fees
set forth in this Section 3.3.  All such fees shall be non-refundable.

                      SECTION 3.3.1.  Commitment Fee.  Each Borrower agrees to
pay to the Administrative Agent for the account of each Lender that has a
Revolving Loan Commitment to such Borrower for each day during the period
(including any portion thereof when any of the Lenders' applicable Revolving
Loan Commitments are suspended by reason of the Company's inability to satisfy
any condition of Article V) commencing on the Closing Date and continuing to
but excluding the Revolving Loan Commitment Termination Date, a commitment fee
on such Lender's Percentage of the unused portion, whether or not then
available to the applicable Borrower, of the Revolving Loan Commitment Amount
with respect to such Revolving Loan Commitment (net of Letter of Credit
Outstandings in respect of Letters of Credit outstanding under the related
Letter of Credit Commitment) for such day at a rate per annum equal to the
Applicable Commitment Fee for such day.  Such commitment fees shall be payable
by the applicable Borrower in arrears on each Quarterly Payment Date,
commencing with the first such day following the Closing Date and on the
Revolving Loan Commitment Termination Date.  The making of Swing Line Loans and
Uncommitted Foreign Currency Revolving Loans shall not constitute usage of the
applicable Revolving Loan Commitment with respect to the calculation of
commitment fees to be paid by the Borrowers to the applicable Lenders.  Any
term or provision hereof to the contrary notwithstanding, commitment fees
payable for any period prior to the Closing Date shall be payable in accordance
with the Fee Letter.  Payments by the Company to the Swing Line Lender in
respect of accrued interest on Swing Line Loans shall be net of the commitment
fee payable in respect of the Swing Line Lender's Revolving Loan Commitment.

                      SECTION 3.3.2.  Administrative Agent Fee.  The Company
agrees to pay an annual administration fee to the Administrative Agent, for its
own account, in the amount set forth in the Administrative Agent Fee Letter,
payable in advance on the Closing Date and annually thereafter.





                                       95
<PAGE>   104
                      SECTION 3.3.3.  Letter of Credit Fee.  Each Borrower
agrees to pay to the Administrative Agent, for the pro rata account of the
applicable Issuer and each other Lender that has a Percentage of greater than
zero in respect of the applicable Revolving Loan Commitment Amount, a Letter of
Credit fee for each day on which there shall be any Letters of Credit
outstanding under any Letter of Credit Commitment to such Borrower, at a rate
per annum equal to (i) with respect to each standby Letter of Credit, the then
Applicable Margin for Revolving Loans maintained as LIBO Rate Loans, minus 1/8
of 1% per annum, multiplied by the Stated Amount of each such Letter of Credit;
and (ii) with respect to each documentary Letter of Credit, 1.25% multiplied by
the Stated Amount of each such Letter of Credit, such fees being payable in the
Currency in which such Letter of Credit is denominated quarterly in arrears on
each Quarterly Payment Date.  Each Borrower further agrees to pay to the
applicable Issuer quarterly in arrears on each Quarterly Payment Date, an
issuance fee equal to 1/8 of 1% per annum, multiplied by the Stated Amount of
the applicable Letter of Credit.


                                   ARTICLE IV

                     CERTAIN LIBO RATE AND OTHER PROVISIONS

                      SECTION 4.1.  LIBO Rate Lending Unlawful.  If any Lender
shall determine (which determination shall, in the absence of manifest error,
upon notice thereof to the Company and the Lenders, be conclusive and binding
on the Borrowers) that the introduction of or any change in or in the
interpretation of any law, in each case after (i) in the case of any such
introduction or change with respect to Committed Loans, the date upon which
such Lender shall have become a Lender hereunder, and (ii) in the case of any
such introduction or change with respect to Uncommitted Foreign Currency
Revolving Loans, the date on which such Lender submitted an Uncommitted Foreign
Currency Interest Quote in respect of such Uncommitted Foreign Currency
Revolving Loan pursuant to Section 2.4 makes it unlawful, or any central bank
or other governmental authority asserts, after such date, that it is unlawful,
for such Lender to make, continue or maintain any Loan as, or to convert any
Loan into, a LIBO Rate Loan, the obligations of such Lender to make, continue,
maintain or convert any Loans as or to LIBO Rate Loans shall, upon such
determination, forthwith be suspended until such Lender shall notify the
Administrative Agent that the circumstances causing such suspension no longer
exist, which such Lender shall do promptly upon obtaining actual knowledge of
such change in circumstances (provided that the rights and benefits of such
Lender under this clause relating to any period prior to such failure to give
prompt notice shall not be limited or otherwise adversely affected as a result
of such failure) (with the date of such notice being the "Reinstatement
Date"), and (i) all LIBO Rate Loans





                                       96
<PAGE>   105
previously made by such Lender shall (A) in the case of U.S. Dollar Loans,
automatically convert into Base Rate Loans and (B) in the case of Foreign
Currency Loans, accrue interest at each applicable Lender's cost of funds, as
reasonably determined and as notified by such Lender to the Administrative
Agent and the Company, plus the Applicable Margin in respect of such Foreign
Currency Loans, in each case at the end of the then current Interest Periods
with respect thereto or sooner, if required by such law or assertion, and (ii)
all Loans thereafter to be made by such Lender and outstanding prior to the
Reinstatement Date shall (A) in the case of U.S. Dollar Loans, be made as Base
Rate Loans, with interest thereon being payable on the same date that interest
is payable with respect to the corresponding Borrowing of LIBO Rate Loans made
by Lenders not so affected, and (B) in the case of Foreign Currency Loans,
accrue interest at each applicable Lender's cost of funds, as reasonably
determined and as notified by such Lender to the Administrative Agent and the
Company, plus the Applicable Margin in respect of such Foreign Currency Loans.

                      SECTION 4.2.  Deposits Unavailable.  If the
Administrative Agent shall have determined that

                             (a)  deposits in the relevant Currency and amount
                      and for the relevant Interest Period are not available to
                      the Administrative Agent in its relevant market; or

                             (b)  by reason of circumstances affecting the
                      Administrative Agent's relevant market, adequate means do
                      not exist for ascertaining the interest rate applicable
                      hereunder to LIBO Rate Loans in a particular Currency,

then, upon notice from the Administrative Agent to the Company and the Lenders,
(i) the obligations of all Lenders under Section 2.3 and Section 2.4 to make or
continue any Loans as, or to convert any Loans into, LIBO Rate Loans shall
forthwith be suspended and (ii) in the case of Foreign Currency Loans, such
Loans shall accrue interest at each applicable Lender's cost of funds, as
reasonably determined and as notified by such Lender to the Administrative
Agent and the Company, plus the Applicable Margin in respect of such Loans, at
the end of the then current Interest Period applicable thereto, in each case
until the Administrative Agent shall notify the Company and the Lenders that
the circumstances causing such suspension no longer exist, which the
Administrative Agent shall do promptly upon obtaining actual knowledge of such
change in circumstances (provided that the rights and benefits of the
Administrative Agent under this clause relating to any period prior to such
failure to give prompt notice shall not be limited or otherwise adversely
affected as a result of such failure), and subsequent Foreign Currency Loans in
respect of such Currency shall be made at an interest rate equal to each
applicable Lender's cost of funds, as





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reasonably determined and as notified by such Lender to the Administrative
Agent and the Company, plus the Applicable Margin in respect of such Loans.

                      SECTION 4.3.  Increased LIBO Rate Loan Costs, etc.  The
applicable Borrower agrees to reimburse each Lender for any increase in the
cost to such Lender of, or any reduction in the amount of any sum receivable by
such Lender in respect of, making, continuing or maintaining (or of its
obligation to make, continue or maintain) any Loans as, or of converting (or of
its obligation to convert) any Loans into, LIBO Rate Loans (excluding any
amounts, whether or not constituting Taxes, referred to in Section 4.6) arising
as a result of any change in, or the introduction, adoption, effectiveness,
interpretation, reinterpretation or phase-in of, any law or regulation,
directive, guideline, decision or request (whether or not having the force of
law) of any court, central bank, regulator or other governmental authority that
occurs after (i) in the case of any such increased costs or reduced return in
respect of Committed Loans, the date upon which such Lender became a Lender
hereunder, and (ii) in the case of any such increased costs or reduced return
in respect of Uncommitted Foreign Currency Revolving Loans, the date on which
such Lender submitted an Uncommitted Foreign Currency Interest Quote with
respect to such Uncommitted Foreign Currency Revolving Loans pursuant to
Section 2.4.  Such Lender shall promptly notify the Administrative Agent and
the Company in writing of the occurrence of any such event, such notice to
state, in reasonable detail, the reasons therefor and the additional amount
required fully to compensate such Lender for such increased cost or reduced
amount.  Such additional amounts shall be payable by the applicable Borrower
directly to such Lender within five days of its receipt of such notice, and
such notice shall, in the absence of manifest error, be conclusive and binding
on the Borrowers.

                      SECTION 4.4.  Funding Losses.  In the event any Lender
shall incur any loss or expense (including any loss or expense incurred by
reason of the liquidation or reemployment of deposits or other funds acquired
by such Lender to make, continue or maintain any portion of the principal
amount of any Loan as, or to convert any portion of the principal amount of any
Loan into, a LIBO Rate Loan, but excluding any loss of margin after the date of
any such conversion, repayment, prepayment or failure to borrow, continue or
convert) as a result of

                             (a)  any conversion or repayment or prepayment of
                      the principal amount of any LIBO Rate Loans on a date
                      other than the scheduled last day of the Interest Period
                      applicable thereto, whether pursuant to Section 3.1 or
                      otherwise;

                             (b)  any Loans not being borrowed as LIBO Rate
                      Loans in accordance with the Borrowing Request therefor;
                      or





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                             (c)  any Loans not being continued as, or
                      converted into, LIBO Rate Loans in accordance with the
                      Continuation/Conversion Notice therefor,

then, upon the written notice of such Lender to the applicable Borrower (with a
copy to the Administrative Agent), such Borrower shall, within five days of its
receipt thereof, pay directly to such Lender such amount as will (in the
reasonable determination of such Lender) reimburse such Lender for such loss or
expense.  Such written notice (which shall include calculations in reasonable
detail) shall, in the absence of manifest error, be conclusive and binding on
such Borrower.

                      SECTION 4.5.  Increased Capital Costs.  If any change in,
or the introduction, adoption, effectiveness, interpretation, reinterpretation
or phase-in of, any law or regulation, directive, guideline, decision or
request (whether or not having the force of law) of any court, central bank,
regulator or other governmental authority, in each case occurring after (i) in
the case of any such change, introduction, adoption, effectiveness,
interpretation, reinterpretation or phase-in in respect of Committed Loans, the
applicable Lender becomes a Lender hereunder, and (ii) in the case of any such
change, introduction, adoption, effectiveness, interpretation, reinterpretation
or phase-in in respect of Uncommitted Foreign Currency Revolving Loans, the
date on which such Lender submitted an Uncommitted Foreign Currency Interest
Quote in respect of such Uncommitted Foreign Currency Revolving Loan pursuant
to Section 2.4, affects or would affect the amount of capital required or
expected to be maintained by any Lender or any Person controlling such Lender,
and such Lender determines (in its sole and absolute discretion) that the rate
of return on its or such controlling Person's capital as a consequence of its
Commitments, participation in Letters of Credit or the Loans made by such
Lender is reduced to a level below that which such Lender or such controlling
Person could have achieved but for the occurrence of any such circumstance,
then, in any such case upon notice from time to time by such Lender to the
Company, which such Lender shall give promptly upon its obtaining actual
knowledge of such circumstance (provided that the rights and benefits of such
Lender under this clause relating to any period prior to such failure to give
prompt notice shall not be limited or otherwise adversely affected as a result
of such failure), the applicable Borrower shall immediately pay directly to
such Lender additional amounts sufficient to compensate such Lender or such
controlling Person for such reduction in rate of return.  A statement of such
Lender as to any such additional amount or amounts (including calculations
thereof in reasonable detail) shall, in the absence of manifest error, be
conclusive and binding on the Borrowers.  In determining such amount, such
Lender may use any method of averaging and attribution that it (in its sole and
absolute discretion) shall deem applicable; provided, that such Lender may not
impose materially greater costs on the Borrowers than on other similarly
situated borrowers by virtue of any such averaging or attribution method.





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                      SECTION 4.6.  Taxes.  (a) All payments by the Borrowers
of principal of, and interest on, the Loans and all other amounts payable
hereunder or under any other Loan Document (including Reimbursement
Obligations, fees and expenses) shall be made free and clear of and without
deduction for any present or future income, excise, stamp or franchise taxes
and other taxes, fees, duties, withholdings or other charges of any nature
whatsoever imposed by any taxing authority, from or through which payments
originate or are made or deemed made by or to the Borrowers, but excluding (i)
any income, excise, stamp or franchise taxes and other similar taxes, fees,
duties, withholdings or other charges imposed on either of the Agents as a
result of a present or former connection between the applicable lending office
(or office through which it performs any of its actions as Agent) of such
Agent, and any income, excise, stamp or franchise taxes and other similar
taxes, fees, duties, withholdings or other charges imposed on any Lender as a
result of a present or former connection between the applicable lending office
of such Lender, in each case and the jurisdiction of the governmental authority
imposing such tax or any political subdivision or taxing authority thereof or
therein (other than any such connection arising solely from such Agent or such
Lender having executed, delivered or performed its obligations or received a
payment under, or taken any action to enforce, this Agreement or any Note) or
(ii) any income, excise, stamp or franchise taxes and other similar taxes,
fees, duties, withholdings or other charges to the extent that they are in
effect and would apply (x) as of the date any Person becomes a Lender or
Assignee Lender to the extent such taxes, fees, duties, withholdings or charges
relate to payments other than payments in respect of Uncommitted Foreign
Currency Revolving Loans, (y) as of the date on which such Lender submitted an
Uncommitted Foreign Currency Interest Quote with respect to such Uncommitted
Foreign Currency Revolving Loans pursuant to Section 2.4, to the extent such
taxes, fees, duties, withholdings or other charges relate to payments in
respect of Uncommitted Foreign Currency Revolving Loans, or (z) in either case,
as of the date that any Lender changes its applicable lending office, to the
extent such taxes become applicable as a result of such change (other than a
change in an applicable lending office made pursuant to Section 4.10 below)
(such non-excluded items being called "Taxes").  In the event that any
withholding or deduction from any payment to be made by any Borrower hereunder
is required in respect of any Taxes pursuant to any applicable law, rule or
regulation, then such Borrower will (i)  pay directly to the relevant taxing
authority the full amount required to be so withheld or deducted, (ii) promptly
forward to the Administrative Agent an official receipt or other documentation
available to such Borrower reasonably satisfactory to the Administrative Agent
evidencing such payment to such authority, and (iii)  pay to the Administrative
Agent for the account of the applicable Lenders such additional amount or
amounts as is necessary to ensure that the net amount actually received by each
such Lender will equal the full amount such applicable Lender would have
received had no such withholding or deduction been required, provided, however,
that the Company shall not be required to pay any such





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additional amounts in respect of amounts payable to any Non-U.S. Lender or any
Agent that is not organized under the laws of the United States or a state
thereof to the extent that the related tax is imposed (or an exemption
therefrom is not available) as a result of such Lender or Agent failing to
comply with the requirements of clause (b) of Section 4.6.

                      Moreover, if any Taxes are directly asserted against
either of the Agents or any Lender with respect to any payment received by such
Agents or such Lender hereunder, such Agents or such Lender may pay such Taxes
and the applicable Borrower will promptly pay to such Person such additional
amount (including any penalties, interest or expenses) as is necessary in order
that the net amount received by such Person (including any Taxes on such
additional amount) shall equal the amount of such Taxes paid by such Person;
provided, however, that the applicable Borrower shall not be obligated to make
payment to the Lenders or the Agents (as the case may be) pursuant to this
sentence in respect of penalties or interest attributable to any Taxes, if
written demand therefor has not been made by such Lenders or the Agents within
60 days from the date on which such Lenders or the Agents knew of the
imposition of Taxes by the relevant taxing authority or for any additional
imposition which may arise from the failure of the Lenders or the Agents to
apply payments in accordance with the applicable tax law after any Borrower has
made the payments required hereunder; provided, further, however, that the
Borrowers shall not be required to pay any such additional amounts in respect
of any amounts payable to any Non-U.S. Lender or any Agent that is not
organized under the laws of the United States or a state thereof to the extent
the related Tax is imposed as a result of such Lender or Agent failing to
comply with the requirements of clause (b) of Section 4.6.  After a Lender or
an Agent (as the case may be) learns of the imposition of Taxes, such Lender or
Agent will act in good faith to notify the Borrowers of their obligations
hereunder as soon as reasonably possible.

                      If any Borrower fails to pay any Taxes when due to the
appropriate taxing authority or fails to remit to the Administrative Agent, for
the account of the respective Lenders, the required receipts or other required
documentary evidence, such Borrower shall indemnify the Lenders for any
incremental Taxes, interest or penalties that may become payable by any Lender
as a result of any such failure.

                      (b)  Each Non-U.S. Lender shall, (i) on or prior to the
date of the execution and delivery of this Agreement, in the case of each
Lender listed on the signature pages hereof, or, in the case of an Assignee
Lender, on or prior to the date it becomes a Lender, execute and deliver to the
Company and the Administrative Agent, two or more (as the Company or the Agents
may reasonably request) United States Internal Revenue Service Forms 4224 or
Forms 1001 (or successor forms) or, solely if such Lender is claiming exemption
from United States withholding tax under Section 871(h) or 881(c) of the Code
with respect to





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payments of "portfolio interest", United States Internal Revenue Service Forms
W-8 and a certificate signed by a duly authorized officer of such Lender
representing that such Lender is not a "bank" (within the meaning of Section
881(c)(3)(A) of the Code), is not a 10 percent shareholder (within the meaning
of Section 871(h)(3)(B) of the Code) with respect to the Company and is not a
controlled foreign corporation with respect to which the Company is a related
person (within the meaning of Section 864(d)(4) of the Code) or such other
forms or documents (or successor forms or documents), appropriately completed,
establishing that payments to such Lender are exempt from withholding or
deduction of Taxes imposed by the United States; and (ii) deliver to the
Company and the Administrative Agent two further copies of any such form or
documents on or before the date that any such form or document expires or
becomes obsolete and after the occurrence of any event requiring a change in
the most recent such form or document previously delivered by it to the
Company.  Each Lender and each Agent agrees, to the extent reasonable and
without material cost to it, to provide to the applicable Borrower and the
Administrative Agent such other applicable forms or certificates that would
reduce or eliminate any Tax otherwise applicable.

                      (c)  If the Company determines in good faith that a
reasonable basis exists for contesting the imposition of a Tax with respect to
a Lender or either of the Agents, the relevant Lender or Agent, as the case may
be, shall reasonably cooperate with the Borrowers in challenging such Tax at
the Borrowers' expense if requested by the Company; provided, however, that
nothing in this Section 4.6 shall require any Lender to submit to the Company
or any other Person any tax returns or any part thereof, or to prepare or file
any tax returns other than as such Lender in its sole discretion shall
determine.

                      (d)  If a Lender or an Agent shall receive a refund
(including any offset or credits) from a taxing authority (as a result of any
error in the imposition of Taxes by such taxing authority) of any Taxes paid by
any Borrower pursuant to clause (a) above, such Lender or the Agent (as the
case may be) shall promptly pay such Borrower the amount so received, with
interest from the taxing authority with respect to such refund, net of any tax
liability incurred by such Lender or Agent that is attributable to the receipt
of such refund and such interest.

                      (e)  Each Lender and each Agent agrees, to the extent
reasonable and without material cost to it, to cooperate with the Borrowers to
minimize any amounts payable by the Borrowers under this Section 4.6; provided,
however, that nothing in this Section 4.6 shall require any Lender to take any
action which, in the sole discretion of such Lender, is inconsistent with its
internal policy and legal and regulatory restrictions.





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                      SECTION 4.7.  Payments, Computations, etc.  Unless
otherwise expressly provided, all payments by or on behalf of the Borrowers
pursuant to this Agreement or any other Loan Document shall be made by the
Borrowers to the Administrative Agent for the pro rata account of the Lenders,
Agents or Arranger, as applicable, entitled to receive such payment.  All such
payments required to be made to the Administrative Agent shall be made, without
setoff, deduction or counterclaim, not later than 1:00 p.m., New York time, on
the date due, in same day or immediately available funds, to such account as
the Administrative Agent shall specify from time to time by notice to the
Company and the applicable Borrower.  Funds received after that time shall be
deemed to have been received by the Administrative Agent on the next succeeding
Business Day.  The Administrative Agent shall promptly remit in same day funds
to each Lender, Agent or Arranger, as the case may be, its share, if any, of
such payments received by the Administrative Agent for the account of such
Lender, Agent or Arranger, as the case may be.  All interest and fees shall be
computed on the basis of the actual number of days (including the first day but
excluding the last day) occurring during the period for which such interest or
fee is payable over a year comprised of 360 days (or, in the case of interest
on a Base Rate Loan, 365 days or, if appropriate, 366 days).  Whenever any
payment to be made shall otherwise be due on a day which is not a Business Day,
such payment shall (except as otherwise required by clause (i) of the
definition of the term "Interest Period") be made on the next succeeding
Business Day and such extension of time shall be included in computing interest
and fees, if any, in connection with such payment.

                      SECTION 4.8.  Sharing of Payments.  If any Lender shall
obtain any payment or other recovery (whether voluntary, involuntary, by
application of setoff or otherwise) on account of any Loan or Reimbursement
Obligations (other than pursuant to the terms of Sections 4.3, 4.4 and 4.5) in
excess of its pro rata share of payments then or therewith obtained by all
Lenders entitled thereto, such Lender shall purchase from the other Lenders
such participation in the Credit Extensions made by them as shall be necessary
to cause such purchasing Lender to share the excess payment or other recovery
ratably with each of them; provided, however, that if all or any portion of the
excess payment or other recovery is thereafter recovered from such purchasing
Lender, the purchase shall be rescinded and each Lender which has sold a
participation to the purchasing Lender shall repay to the purchasing Lender the
purchase price to the ratable extent of such recovery together with an amount
equal to such selling Lender's ratable share (according to the proportion of
(i) the amount of such selling Lender's required repayment to the purchasing
Lender in respect of such recovery, to (ii) the total amount so recovered from
the purchasing Lender) of any interest or other amount paid or payable by the
purchasing Lender in respect of the total amount so recovered.  The Borrowers
agree that any Lender so purchasing a participation from another Lender
pursuant to this Section may, to the fullest extent permitted by law, exercise
all its





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rights of payment (including pursuant to Section 4.9) with respect to such
participation as fully as if such Lender were the direct creditor of the
applicable Borrower in the amount of such participation.  If under any
applicable bankruptcy, insolvency or other similar law, any Lender receives a
secured claim in lieu of a setoff to which this Section applies, such Lender
shall, to the extent practicable, exercise its rights in respect of such
secured claim in a manner consistent with the rights of the Lenders entitled
under this Section to share in the benefits of any recovery on such secured
claim.

                      SECTION 4.9.  Setoff.  Each Lender shall, upon the
occurrence of any Event of Default described in clauses (b) through (d) of
Section 8.1.9 with respect to any Obligor (other than Immaterial Subsidiaries)
or, with the consent of the Required Lenders, upon the occurrence of any other
Event of Default, to the fullest extent permitted by law, have the right to
appropriate and apply to the payment of the Obligations then due to it from
such Borrower, and (as security for such Obligations) each Borrower hereby
grants to each Lender a continuing security interest in, any and all balances,
credits, deposits, accounts or moneys of such Borrower (general or special,
matured or unmatured and in whatever currencies denominated) then or thereafter
maintained with or otherwise held by such Lender; provided, however, that any
such appropriation and application shall be subject to the provisions of
Section 4.8.  Each Lender agrees promptly to notify the applicable Borrower,
the Company and the Administrative Agent after any such setoff and application
made by such Lender; provided, however, that the failure to give such notice
shall not affect the validity of such setoff and application.  The rights of
each Lender under this Section are in addition to other rights and remedies
(including other rights of setoff under applicable law or otherwise) which such
Lender may have.

                      SECTION 4.10.  Mitigation.  Each Lender agrees that if it
makes any demand for payment under Sections 4.3, 4.4, 4.5 or 4.6, or if any
adoption or change of the type described in Section 4.1 shall occur with
respect to it, it will use reasonable efforts (consistent with its internal
policy and legal and regulatory restrictions and so long as such efforts would
not be disadvantageous to it, as determined in its sole discretion) to
designate a different lending office if the making of such a designation would
reduce or obviate the need for a Borrower to make payments under Section 4.3,
4.4, 4.5 or 4.6, or would eliminate or reduce the effect of any adoption or
change described in Section 4.1.





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                      SECTION 4.11.  Replacement of Lenders.  Each Lender
hereby severally agrees as set forth in this Section.  If any Lender (a
"Subject Lender") (i) makes demand upon any Borrower for (or if any Borrower is
otherwise required to pay) amounts pursuant to Section 4.3, 4.5 or 4.6, (ii)
gives notice pursuant to Section 4.1 requiring a conversion of such Subject
Lender's LIBO Rate Loans to Base Rate Loans or any change in the basis upon
which interest is to accrue in respect of such Subject Lender's LIBO Rate Loans
or suspending such Lender's obligation to make Loans as, or to convert Loans
into, LIBO Rate Loans, (iii) becomes a Non-Consenting Lender or (vi) becomes a
Non-Funding Lender, the Company may, within 180 days of receipt by such
Borrower of such demand or notice (or the occurrence of such other event
causing any Borrower to be required to pay such compensation) or within 180
days of such Lender becoming a Non-Consenting Lender or a Non-Funding Lender,
as the case may be, give notice (a "Replacement Notice") in writing to the
Agents and such Subject Lender of its intention to replace such Subject Lender
with a financial institution (a "Replacement Lender") designated in such
Replacement Notice.  If the Agents shall, in the exercise of their reasonable
discretion and within 30 days of their receipt of such Replacement Notice,
notify the Company and such Subject Lender in writing that the designated
financial institution is satisfactory to the Agents (such consent not being
required where the Replacement Lender is already a Lender), then such Subject
Lender shall, subject to the payment of any amounts due pursuant to Section
4.4, assign, in accordance with Section 11.11.1, all of its Commitments, Loans
and other rights and obligations under this Agreement and all other Loan
Documents (including, without limitation, Reimbursement Obligations) to such
designated financial institution; provided, however, that (i) such assignment
shall be without recourse, representation or warranty and shall be on terms and
conditions reasonably satisfactory to such Subject Lender and such designated
financial institution and (ii) the purchase price paid by such designated
financial institution shall be in the amount of such Subject Lender's Loans and
its Percentage in respect of any Revolving Loan Commitment under which there
are outstanding Reimbursement Obligations of such Reimbursement Obligation,
together with all accrued and unpaid interest and fees in respect thereof, plus
all other amounts (including the amounts demanded and unreimbursed under
Sections 4.3, 4.5 and 4.6), owing to such Subject Lender hereunder.  Upon the
effective date of an assignment described above, the designated financial
institution or Replacement Lender shall become a "Lender" for all purposes
under this Agreement and the other Loan Documents.





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                                   ARTICLE V

                        CONDITIONS TO CREDIT EXTENSIONS

                      SECTION 5.1.  Initial Credit Extension.  The obligations
of the Lenders and the Issuers to fund the initial Credit Extension shall be
subject to the prior or concurrent satisfaction of each of the conditions
precedent set forth in this Section 5.1.

                      SECTION 5.1.1.  Resolutions, etc.  The Agents shall have
received from each Obligor a certificate, dated the date of the initial Credit
Extension, of its Secretary or Assistant Secretary as to (i) resolutions of its
Board of Directors then in full force and effect authorizing the execution,
delivery and performance of each Loan Document to be executed by it, and (ii)
the incumbency and signatures of those of its officers authorized to act with
respect to each Loan Document executed by it, upon which certificate each Agent
and each Lender may conclusively rely until it shall have received a further
certificate of the Secretary or Assistant Secretary of such Obligor canceling
or amending such prior certificate.

                      SECTION 5.1.2.  Transaction Documents.  The Agents shall
have received (with copies for each Lender that shall have expressly requested
copies thereof) copies of fully executed versions of the Transaction Documents,
certified to be true and complete copies thereof by an Authorized Officer of
the Company.  The Merger Agreement shall be in full force and effect and shall
not have been modified or waived in any material respect, nor shall there have
been any forbearance to exercise any material rights with respect to any of the
terms or provisions relating to the conditions to the consummation of the
Merger set forth in the Merger Agreement unless otherwise agreed to by the
Required Lenders.

                      SECTION 5.1.3.  Consummation of Merger.  The Agents shall
have received evidence satisfactory to each of them that all actions necessary
to consummate the Merger (including the filing of the Certificate of Merger
with the Secretary of State of the State of Delaware) shall have been taken in
accordance with Section 251 of the Delaware General Corporation Law.

                      SECTION 5.1.4.  Closing Date Certificate.  Each of the
Agents shall have received, with copies for each Lender, the Closing Date
Certificate, substantially in the form of Exhibit D hereto, dated the date of
the initial Credit Extension and duly executed and delivered by an Authorized
Officer that is the chief executive, financial or accounting (or equivalent)
officer of the Company, in which certificate the Company shall agree and
acknowledge that the statements made therein shall be deemed to be true and
correct





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representations and warranties of the Company made as of such date under this
Agreement, and, at the time such certificate is delivered, such statements
shall in fact be true and correct.

                      SECTION 5.1.5.  Delivery of Notes.  The Agents shall have
received, for the account of each Lender that shall have requested a Note not
less than two Business Days prior to the Closing Date, a Note of each
applicable Borrower in respect of each applicable Tranche duly executed and
delivered by such Borrower.

                      SECTION 5.1.6.  Subsidiary Co-Obligation Agreement and
Guaranty.  The Agents shall have received the Subsidiary Co-Obligation
Agreement and Guaranty, dated the date hereof, duly executed and delivered by
an Authorized Officer of each U.S. Subsidiary of the Company (other than
Thermadyne Receivables, Inc.) in existence on the date of the initial Credit
Extension  (after giving effect to the Merger).

                      SECTION 5.1.7.  Pledge Agreements.  The Agents shall have
received executed counterparts of

                             (a)  the Holdco Guaranty and Pledge Agreement,
                      dated as of the date hereof, duly executed by an
                      Authorized Officer of Holdco, together with the
                      certificates evidencing all of the issued and outstanding
                      shares of Capital Stock of the Company which shall be
                      pledged pursuant to the Holdco Guaranty and Pledge
                      Agreement, which certificates shall in each case be
                      accompanied by undated stock powers duly executed in
                      blank;

                             (b)  the Company Pledge Agreement, dated as of the
                      date hereof, duly executed by the Company, together with
                      (i) the certificates evidencing all of the issued and
                      outstanding shares of Capital Stock of each Subsidiary of
                      the Company which shall be pledged pursuant to the
                      Company Pledge Agreement, which certificates shall in
                      each case be accompanied by undated stock powers duly
                      executed in blank and (ii) the Intercompany Note (if any)
                      duly indorsed to the order of the Administrative Agent;
                      and

                             (c)  the Subsidiary Pledge Agreement, dated as of
                      the date hereof, duly executed by an Authorized Officer
                      of each Subsidiary of the Company (other than Thermadyne
                      Receivables, Inc.) (after giving effect to the
                      Transaction) which in turn has any Subsidiary or
                      Subsidiaries, together with the certificates evidencing
                      all of the issued and outstanding shares of Capital Stock
                      of each such indirect Subsidiary of the Company which
                      shall be pledged pursuant to such Subsidiary Pledge
                      Agreement,





                                      107
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                      which certificates shall in each case be accompanied by
                      undated stock powers duly executed in blank;

provided, however, that neither the Company nor any of its Subsidiaries shall
be required to pledge in excess of 65% of the outstanding voting stock of any
Non-U.S. Subsidiary.  If any securities pledged pursuant to a Pledge Agreement
are uncertificated securities or are held through a securities intermediary,
the Administrative Agent shall have received confirmation and evidence
satisfactory to it that appropriate book entries have been made in the relevant
books or records of a securities intermediary or the issuer of such securities,
as the case may be, or other appropriate steps have been (or will be, in
accordance with Section 7.1.13) taken under applicable law resulting in the
perfection of the security interest granted in favor of the Administrative
Agent in such securities pursuant to the terms of the applicable Pledge
Agreement.

                      SECTION 5.1.8.  Security Agreement.  The Agents shall
have received executed counterparts of the Company Security Agreement and the
Subsidiary Security Agreement, dated as of the date hereof, duly executed by
the Company and its U.S. Subsidiaries (other than the Receivables Subsidiary),
together with

                             (a)  executed Uniform Commercial Code financing
                      statements (Form UCC-1) naming the Company or the
                      relevant U.S. Subsidiary as the debtor and the
                      Administrative Agent as the secured party, or other
                      similar instruments or documents, to be filed under the
                      Uniform Commercial Code of all jurisdictions as may be
                      necessary or, in the opinion of the Administrative Agent,
                      desirable to perfect the security interest of the
                      Administrative Agent pursuant to the Security Agreements
                      (provided that perfection of security interests in (i)
                      motor vehicles shall not be required and (ii) certain
                      intellectual property owned as of the Closing Date by the
                      Company or its U.S.  Subsidiaries shall be completed in
                      accordance with Section 7.1.11); and

                             (b)  certified copies of Uniform Commercial Code
                      Requests for Information or Copies (Form UCC-11), or a
                      similar search report certified by a party acceptable to
                      the Agents, dated a date reasonably near to the date of
                      the initial Credit Extension, listing all effective
                      financing statements which name the Company or the
                      relevant U.S. Subsidiary (under its present name and any
                      previous names) as the debtor and which are filed in the
                      jurisdictions in which filings are to be made pursuant to
                      clause (a) above, together with copies of such financing
                      statements.





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                      SECTION 5.1.9.  Financial Information, etc.  The Agents
shall have received, with counterparts for each Lender,

                             (a)  the audited consolidated balance sheets of
                      Thermadyne and its Subsidiaries as at December 31, 1995,
                      December 31, 1996 and December 31, 1997 and the audited
                      consolidated statements of operations, cash flows and
                      shareholders' equity for the fiscal years ended December
                      31, 1995, December 31, 1996 and December 31, 1997 and an
                      unaudited consolidated balance sheet of Thermadyne and
                      its Subsidiaries as at March 31, 1998 and unaudited
                      consolidated statements of income, cash flows and
                      stockholders' equity for the three months then ended
                      (collectively, the "Base Financial Statements"); and

                             (b)  a pro forma consolidated balance sheet of the
                      Company and its Subsidiaries, as of March 31, 1998 (the
                      "Pro Forma Balance Sheet"), certified by an Authorized
                      Officer that is the chief financial or accounting officer
                      of the Company, giving effect to the consummation of the
                      Transaction and reflecting the proposed legal and capital
                      structure of the Company, which legal and capital
                      structure shall be, in all material respects, as
                      described in the Proxy Statement or otherwise reasonably
                      satisfactory to the Syndication Agent.

                      SECTION 5.1.10.  Solvency, etc.  The Agents shall have
received an opinion letter from Valuation Research Corporation, addressed to
the Agents and each Lender and dated as of the date of the initial Credit
Extensions, as to the solvency of the Company and its Subsidiaries on a
consolidated basis immediately after giving effect to the Transaction and the
initial Credit Extensions, such opinion letter to be in form, substance and
scope satisfactory to the Agents.

                      SECTION 5.1.11.  Holdco Equity Contribution, Asset
Contribution, Discount Debentures Issuance, Closing Date Dividend/Intercompany
Loan and Subordinated Debt Issuance.  The Agents shall have received evidence
satisfactory to each of them that (i) Mergerco shall have received not less
than $140,000,000 from the Purchasers pursuant to the Holdco Equity
Contribution, and not less than $95,000,000 in gross cash proceeds from the
Discount Debentures Issuance, (ii) Thermadyne shall have made the Asset
Contribution to the Company, (iii) the Closing Date Dividend and/or
Intercompany Loan shall have been made and (iv) the Company shall have received
not less than $207,000,000 in gross cash proceeds from the Subordinated Debt
Issuance.

                      SECTION 5.1.12.  Litigation.  There shall exist no
pending or threatened material litigation, proceedings or investigations which
(x) could reasonably be expected to have a





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Material Adverse Effect or (y) could reasonably be expected to materially,
adversely affect the consummation of the Transaction.

                      SECTION 5.1.13.  Material Adverse Change.  Except as
disclosed in Schedule 3.10 to the Merger Agreement, no facts, events or
circumstances constituting or having a Material Adverse Effect shall have
occurred since December 31, 1997.

                      SECTION 5.1.14.  Reliance Letters.  The Agents shall,
unless otherwise agreed, have received reliance letters, dated the date of the
initial Credit Extension and addressed to each Lender and each Agent, in
respect of each of the legal opinions (other than "disclosure" and other
similar opinions) delivered in connection with the Transaction.

                      SECTION 5.1.15.  Opinions of Counsel.  The Agents shall
have received opinions, dated the date of the initial Credit Extension and
addressed to the Agents and all Lenders from

                             (a)  Davis Polk & Wardwell, special New York
                      counsel to each of the Obligors, in substantially the
                      form of Exhibit K-1 hereto;

                             (b) Goodell, Stratton, Edmonds & Palmer L.L.P.,
                      Ogden, Newell & Welch, Winer and Bennett, Jones, Day,
                      Reavis & Pogue and Weil, Gotshal & Manges LLP, special
                      local counsel to the Company, in substantially the form
                      of Exhibit K-2 hereto;

                             (c)  Stephanie N. Josephson, General Counsel of
                      the Company, in substantially the form of Exhibit K-3
                      hereto; and

                             (d)  Deacon Graham & Jones, Osler, Hoskin &
                      Harcourt, Bonelli E Associati and Ward Hadaway, special
                      foreign counsel to the Company, in substantially the form
                      of Exhibit K-4 hereto.

                      SECTION 5.1.16.  Insurance.  The Agents shall have
received satisfactory evidence of the existence of insurance in compliance with
Section 7.1.4 (including all endorsements included therein), and the
Administrative Agent shall be named additional insured or loss payee, on behalf
of the Lenders, pursuant to documentation reasonably satisfactory to the Agents
and the Company.





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                      SECTION 5.1.17.  Perfection Certificate.  The
Administrative Agent shall have received the Perfection Certificate, dated as
of the date of the initial Credit Extension, duly executed and delivered by an
Authorized Officer of the Company.

                      SECTION 5.1.18.  Closing Fees, Expenses, etc.  The Agents
and the Arranger shall have received, each for its own respective account, or,
in the case of the Administrative Agent, for the account of each Lender, as the
case may be, all fees, costs and expenses due and payable pursuant to Sections
3.3 and 11.3, if then invoiced.

                      SECTION 5.1.19.  Satisfactory Legal Form.  All documents
executed or submitted pursuant hereto by or on behalf of the Company or any of
its Subsidiaries or any other Obligors shall be reasonably satisfactory in form
and substance to the Agents and their counsel; the Agents and their counsel
shall have received all information, approvals, opinions, documents or
instruments that the Agents or their counsel shall have reasonably requested.

                      SECTION 5.2.  All Credit Extensions.  The obligation of
each Lender and, if applicable, each Issuer, to make any Credit Extension
(including its initial Credit Extension) shall be subject to the satisfaction
of each of the conditions precedent set forth in this Section 5.2.

                      SECTION 5.2.1.  Compliance with Warranties, No Default,
etc.  Both before and after giving effect to any Credit Extension the following
statements shall be true and correct:

                             (a)  the representations and warranties set forth
                      in Article VI and in each other Loan Document shall, in
                      each case, be true and correct in all material respects
                      with the same effect as if then made (unless stated to
                      relate solely to an earlier date, in which case such
                      representations and warranties shall be true and correct
                      in all material respects as of such earlier date);

                             (b) (i)  in the case of U.S. Dollar Revolving
                      Loans, Swing Line Loans or U.S. Dollar Letters of Credit
                      (x) the sum of (A) the aggregate outstanding principal
                      amount of all U.S. Dollar Revolving Loans and Swing Line
                      Loans and (B) the U.S. Dollar Letter of Credit
                      Outstandings will not exceed the Revolving Loan U.S.
                      Dollar Commitment Amount less the excess, if any, of the
                      U.S.  Dollar Equivalent of all Foreign Currency Loans
                      outstanding and the Foreign Currency Letter of Credit
                      Outstandings over the Total Revolving Loan Foreign
                      Currency Commitment Amount, (y) the aggregate outstanding
                      principal amount of all Swing Line Loans will not exceed
                      the Swing Line Loan Commitment Amount, and (z) the U.S.
                      Dollar Letter of





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<PAGE>   120
                      Credit Outstandings will not exceed the U.S. Dollar Letter
                      of Credit Commitment Amount;

                             (ii)  in the case of any Committed Foreign
                      Currency Revolving Loans made or Foreign Currency Letters
                      of Credit issued under any Revolving Loan Foreign
                      Currency Commitment, (x) the U.S. Dollar Equivalent of
                      the sum of (A) the aggregate outstanding principal amount
                      of all Committed Foreign Currency Revolving Loans made
                      under such Revolving Loan Foreign Currency Commitment and
                      (B) the Foreign Currency Letter of Credit Outstandings in
                      respect of such Commitment shall not exceed the Revolving
                      Loan Foreign Currency Commitment Amount in respect of
                      such Revolving Loan Foreign Currency Commitment, (y) the
                      U.S. Dollar Equivalent of the sum of (A) the aggregate
                      outstanding principal amount of all Foreign Currency
                      Revolving Loans and (B) the aggregate Foreign Currency
                      Letter of Credit Outstandings shall not exceed the
                      Revolving Loan Foreign Currency Limit and (z) the sum of
                      (A) the aggregate outstanding principal amount of all
                      Revolving Loans and Swing Line Loans and (B) the Letter
                      of Credit Outstandings (all Revolving Loans and Letter of
                      Credit Outstandings denominated in Foreign Currencies
                      included in such calculation at the U.S. Dollar
                      Equivalent thereof) shall not exceed the Total Revolving
                      Loan Commitment Amount;

                             (iii)  in the case of Uncommitted Foreign Currency
                      Revolving Loans, (x) the U.S. Dollar Equivalent of the
                      sum of (A) the aggregate principal amount of all Foreign
                      Currency Revolving Loans and (B) the Foreign Currency
                      Letter of Credit Outstandings shall not exceed the
                      Revolving Loan Foreign Currency Limit and (y) the sum of
                      (A) the aggregate outstanding principal amount of all
                      Revolving Loans and Swing Line Loans and (B) the Letter
                      of Credit Outstandings (all Revolving Loans and Letter of
                      Credit Outstandings denominated in Foreign Currencies
                      included in such calculation at the U.S. Dollar
                      Equivalent thereof) shall not exceed the Total Revolving
                      Loan Commitment Amount; and

                             (c)  no Default shall have then occurred and be
                      continuing.

                      SECTION 5.2.2.  Credit Extension Request.  Except with
respect to the deemed issuance of the Existing Letters of Credit on the Closing
Date, the Administrative Agent shall have received a Borrowing Request if Loans
are being requested, or an Issuance Request if a Letter of Credit is being
requested or extended.  Each of the delivery of a Borrowing Request or Issuance
Request and the acceptance by any Borrower of the proceeds of any Credit
Extension shall constitute a representation and warranty by the Company that on
the date of such Credit Extension (both immediately before and after giving
effect thereto and the application of the proceeds thereof) the statements made
in Section 5.2.1 are true and correct.





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                      SECTION 5.3.  First Borrowing by Each Foreign Subsidiary.
The obligation of any Lender to make a Loan on the occasion of the first
Borrowing by any Foreign Borrower (other than the Initial Foreign Borrowers) is
subject to the satisfaction of the following further conditions:

                             (a)  receipt by the Administrative Agent for the
                      account of each Lender with an applicable Revolving Loan
                      Foreign Currency Commitment that shall have requested a
                      Note not less than two Business Days prior to the date of
                      such Borrowing of a duly executed Note of such Foreign
                      Borrower, dated on or before the date of such Borrowing,
                      complying with the provisions of Section 2.9;

                             (b)  receipt by the Administrative Agent of an
                      opinion of counsel for such Foreign Borrower acceptable
                      to the Administrative Agent, substantially in the form of
                      Exhibit K-4 hereto and covering such additional matters
                      relating to the transactions contemplated hereby as the
                      Required Lenders may reasonably request; and

                             (c)  receipt by the Administrative Agent of a duly
                      executed Revolving Loan Foreign Currency Commitment
                      Addendum or Uncommitted Foreign Currency Revolving
                      Borrowing Addendum, together with all documents which it
                      may reasonably request relating to the existence of such
                      Foreign Borrower, its corporate authority for and the
                      validity of its entry into this Agreement and the other
                      Loan Documents to which it is a party, and any other
                      matters relevant thereto, all in form and substance
                      satisfactory to the Administrative Agent.


                                   ARTICLE VI

                         REPRESENTATIONS AND WARRANTIES

                      In order to induce the Lenders, the Issuers and the
Agents to enter into this Agreement and to make Credit Extensions hereunder,
the Company represents and warrants unto the Agents, each Issuer and each
Lender as set forth in this Article VI.

                      SECTION 6.1.  Organization, etc.  The Company and each of
its Subsidiaries (a) is validly organized and existing and in good standing to
the extent required under the laws of the jurisdiction of its incorporation,
except to the extent that the failure to be in good





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standing would not reasonably be expected to have a Material Adverse Effect,
(b) is duly qualified to do business and is in good standing to the extent
required under the laws of each jurisdiction where the nature of its business
requires such qualification, except to the extent that the failure to qualify
would not reasonably be expected to result in a Material Adverse Effect, and
(c) has full power and authority and holds all requisite governmental licenses,
permits and other approvals to (i) enter into and perform its obligations in
connection with the Transaction and its Obligations under this Agreement and
each other Loan Document to which it is a party and (ii) own and hold under
lease its property and to conduct its business substantially as currently
conducted by it except, in the case of this clause (b)(ii), where the failure
to do so could not reasonably be expected to result in a Material Adverse
Effect.

                      SECTION 6.2.  Due Authorization, Non-Contravention, etc.
The execution, delivery and performance by the Company of this Agreement and
each other Loan Document executed or to be executed by it, and the execution,
delivery and performance by each other Obligor of each Loan Document executed
or to be executed by it and the Company's and, where applicable, each such
other Obligor's participation in the consummation of the Transaction, are
within the Company's and each such Obligor's powers, have been duly authorized
by all necessary action, and do not

                             (a)  contravene the Company's or any such
                      Obligor's Organic Documents;

                             (b)  contravene any contractual restriction (other
                      than any contractual restriction that shall have been
                      waived on or prior to the Closing Date), law or
                      governmental regulation or court decree or order binding
                      on or affecting the Company or any such Obligor, where
                      such contravention, individually or in the aggregate,
                      could reasonably be expected to have a Material Adverse
                      Effect; or

                             (c)  result in, or require the creation or
                      imposition of, any Lien on any of the  Company's or any
                      other Obligor's properties, except pursuant to the terms
                      of a Loan Document.

                      SECTION 6.3.  Government Approval, Regulation, etc.  No
authorization or approval or other action by, and no notice to or filing with,
any governmental authority or regulatory body or other Person, is required for
the due execution, delivery or performance by the Company or any other Obligor
of this Agreement or any other Loan Document to which it is a party, except as
have been duly obtained or made and are in full force and effect or those which
the failure to obtain or make could not reasonably be expected to have a
Material Adverse Effect.  All authorizations, approvals and other actions by,
and all notices to and filings with, any governmental authority or regulatory
body that are required





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pursuant to the Merger Agreement in connection with the Transaction have been
duly obtained or made and are in full force and effect, except those which the
failure to obtain or make could not reasonably be expected to have a Material
Adverse Effect.  Neither the Company nor any other Obligor nor any of the
Company's Subsidiaries, is an "investment company" within the meaning of the
Investment Company Act of 1940, as amended, or a "holding company", or a
"subsidiary company" of a "holding company", or an "affiliate" of a "holding
company" or of a "subsidiary company" of a "holding company", within the
meaning of the Public Utility Holding Company Act of 1935, as amended.

                      SECTION 6.4.  Validity, etc.  This Agreement constitutes,
and each other Loan Document executed by any Borrower will, on the due
execution and delivery thereof, constitute, the legal, valid and binding
obligations of each Borrower party thereto, enforceable in accordance with
their respective terms; and each Loan Document executed pursuant hereto by each
other Obligor will, on the due execution and delivery thereof by such Obligor,
be the legal, valid and binding obligation of such Obligor enforceable in
accordance with its terms, in each case with respect to this Section 6.4
subject to the effects of bankruptcy, insolvency, fraudulent conveyance,
reorganization, moratorium and other similar laws relating to or affecting
creditors' rights generally, general equitable principles (whether considered
in a proceeding in equity or at law) and an implied covenant of good faith and
fair dealing.

                      SECTION 6.5.  Financial Information.  The Company has
delivered to the Agents and each Lender copies of (i) the Base Financial
Statements and (ii)  the Pro Forma Balance Sheet.  Each of the financial
statements described above has been prepared in accordance with GAAP
consistently applied (in the case of clause (i)) and, in the case of clause
(ii), on a basis substantially consistent with the basis used to prepare the
financial statements referred to in clause (i), and (in the case of clause (i))
present fairly the consolidated financial condition of the corporations covered
thereby as at the date thereof and the results of their operations for the
periods then ended and (in the case of clause (ii)) include appropriate pro
forma adjustments to give pro forma effect to the Transaction.

                      SECTION 6.6.  No Material Adverse Effect.  Since December
31, 1997, no facts, events or conditions have occurred which constitute a
Material Adverse Effect.

                      SECTION 6.7.  Litigation, Labor Controversies, etc.
There is no pending or, to the knowledge of the Company, threatened litigation,
action, proceeding or governmental investigation affecting any Obligor, or any
of their respective properties, businesses, assets or revenues, which could
reasonably be expected to result in a Material Adverse Effect except as
disclosed in Item 6.7 ("Litigation") of the Disclosure Schedule.  No
development





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has occurred in any litigation, action, labor controversy, arbitration or
governmental investigation or other proceeding disclosed in Item 6.7
("Litigation") of the Disclosure Schedule which could reasonably be expected to
have a Material Adverse Effect.

                      SECTION 6.8.  Subsidiaries.  The Company has only those
Subsidiaries (i) which are identified in Item 6.8 ("Existing Subsidiaries") of
the Disclosure Schedule, or (ii) which are permitted to have been acquired in
accordance with Section 7.2.5 or 7.2.8.  Each Foreign Borrower is a
wholly-owned Subsidiary of the Company.

                      SECTION 6.9.  Ownership of Properties.  Except to the
extent that the failure to do so could not reasonably be expected to have a
Material Adverse Effect, the Company and each of its Subsidiaries owns good
title to, or leasehold interests in, all of its properties and assets (other
than insignificant properties and assets), real and personal, tangible and
intangible, of any nature whatsoever (including patents, trademarks, trade
names, service marks and copyrights), free and clear of all Liens or material
claims (including material infringement claims with respect to patents,
trademarks, copyrights and the like), except as permitted pursuant to Section
7.2.3.

                      SECTION 6.10.  Taxes.  Each of Holdco, the Company and
each of their respective Subsidiaries has filed all federal and other material
tax returns required by law to have been filed by it and has paid all material
taxes and governmental charges thereby shown to be owing, except any such taxes
or charges which are being contested in good faith by appropriate proceedings
and for which adequate reserves in accordance with GAAP shall have been set
aside on its books.

                      SECTION 6.11.  Pension and Welfare Plans.  During the
twelve-consecutive-month period prior to the date of the execution and delivery
of this Agreement, no steps have been taken to terminate any Pension Plan, and
no contribution failure has occurred with respect to any Pension Plan
sufficient to give rise to a Lien under section 302(f) of ERISA, which, in
either case, is reasonably expected to lead to a liability to such Pension Plan
in excess of $10,000,000.  No condition exists or event or transaction has
occurred with respect to any Pension Plan which could reasonably be expected to
result in the incurrence by the Company or any member of the Controlled Group
of any material liability, fine or penalty other than such condition, event or
transaction which would not reasonably be expected to have a Material Adverse
Effect.  Except as disclosed in Item 6.11 ("Employee Benefit Plans") of the
Disclosure Schedule or otherwise approved by the Agents (such approval not to
be unreasonably withheld or delayed), since the date of the last financial
statement the Company has not increased any contingent liability with respect
to any post-retirement benefit under a





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Welfare Plan, other than liability for continuation coverage described in Part
6 of Subtitle B of Title I of ERISA, except as would not have Material Adverse
Effect.

                      SECTION 6.12.  Environmental Warranties.  Except as set
forth in Item 6.12 ("Environmental Matters") of the Disclosure Schedule or as,
individually or in the aggregate, could not reasonably be expected to have a
Material Adverse Effect:

                             (a)  all facilities and property owned or leased
                      by the Company or any of its Subsidiaries are in
                      compliance with all Environmental Laws;

                             (b)  there are no pending or threatened

                                  (i)  written claims, complaints, notices or
                             requests for information received by the Company
                             or any of its Subsidiaries with respect to any
                             alleged violation of any Environmental Law, or

                                  (ii)  written complaints, notices or
                             inquiries to the Company or any of its
                             Subsidiaries regarding potential liability under
                             any Environmental Law;

                             (c)  to the knowledge of the Company, there have
                      been no Releases of Hazardous Materials at, on or under
                      any property now or previously owned or leased by the
                      Company or any of its Subsidiaries;

                             (d)  the Company and its Subsidiaries have been
                      issued and are in compliance with all permits,
                      certificates, approvals, licenses and other
                      authorizations relating to environmental matters and
                      necessary or desirable for their businesses;

                             (e)  no property now or, to the best knowledge of
                      the Company, previously owned or leased by the Company or
                      any of its Subsidiaries is listed or, to the knowledge of
                      the Company or any of its Subsidiaries, proposed for
                      listing (with respect to owned property only) on the
                      National Priorities List pursuant to CERCLA, on the
                      CERCLIS or on any similar state list of sites requiring
                      investigation or clean-up;

                             (f)  to the best knowledge of the Company, there
                      are no underground storage tanks, active or abandoned,
                      including petroleum storage tanks, on or under any
                      property now or previously owned or leased by the Company
                      or any of its Subsidiaries;





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                             (g)  to the knowledge of the Company, the Company
                      and its Subsidiaries have not directly transported or
                      directly arranged for the transportation of any Hazardous
                      Material to any location (i) which is listed or to the
                      knowledge of the Company or any of its Subsidiaries,
                      proposed for listing on the National Priorities List
                      pursuant to CERCLA, on the CERCLIS or on any similar
                      state list, or (ii) which is the subject of federal,
                      state or local enforcement actions or other
                      investigations;

                             (h)  to the knowledge of the Company, there are no
                      polychlorinated biphenyls or friable asbestos present in
                      a manner or condition requiring remedial action to comply
                      with any Environmental Law at any property now or
                      previously owned or leased by the Company or any
                      Subsidiary of the Company; and

                             (i)  to the knowledge of the Company, no
                      conditions exist at, on or under any property now or
                      previously owned or leased by the Company or any of its
                      Subsidiaries which, with the passage of time, or the
                      giving of notice or both, would give rise to liability to
                      the Company or any of its Subsidiaries under any
                      Environmental Law.

                      SECTION 6.13.  Regulations G, U and X.  Neither the
Company nor Holdco is engaged in the business of extending credit for the
purpose of purchasing or carrying margin stock, and no proceeds of any Credit
Extension will be used in violation of F.R.S. Board Regulation G, U or X.
Terms for which meanings are provided in F.R.S. Board Regulation G, U or X or
any regulations substituted therefor, as from time to time in effect, are used
in this Section with such meanings.

                      SECTION 6.14.  Accuracy of Information.  All material
factual information concerning the financial condition, operations or prospects
of Holdco, the Company and their respective Subsidiaries heretofore or
contemporaneously furnished by or on behalf of the Company in writing to the
Agents, the Arranger, any Issuer or any Lender for purposes of or in connection
with this Agreement or any transaction contemplated hereby or with respect to
the Transaction is, and all other such factual information hereafter furnished
by or on behalf of the Company or any of its Subsidiaries to the Agents, the
Arranger, any Issuer or any Lender will be, taken as a whole, true and accurate
in every material respect on the date as of which such information is dated or
certified and such information is not, or shall not be, taken as a whole, as
the case may be, incomplete by omitting to state any fact necessary to make
such information not materially misleading.

                      Any term or provision of this Section to the contrary
notwithstanding, insofar as any of the factual information described above
includes assumptions, estimates, projections or





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opinions, no representation or warranty is made herein with respect thereto;
provided, however, that to the extent any such assumptions, estimates,
projections or opinions are based on factual matters, the Company has reviewed
such factual matters and nothing has come to its attention in the context of
such review which would lead it to believe that such factual matters were not
or are not true and correct in all material respects or that such factual
matters omit to state any material fact necessary to make such assumptions,
estimates, projections or opinions not misleading in any material respect.

                      SECTION 6.15.  Solvency.  The Transaction (including the
incurrence of the initial Credit Extensions hereunder, the incurrence by the
Borrowers of the Indebtedness represented by the Subordinated Notes, the
execution and delivery by the Subsidiary Co-Obligors of the Subsidiary
Co-Obligation Agreement and Guaranty and the application of the proceeds of the
Credit Extensions) will not involve or result in any fraudulent transfer or
fraudulent conveyance under the provisions of Section 548 of the Bankruptcy
Code (11 U.S.C. Section 101 et seq., as from time to time hereafter amended,
and any successor or similar statute) or any applicable state law respecting
fraudulent transfers or fraudulent conveyances.  On the Closing Date, after
giving effect to the Transaction, the Company is Solvent.


                                  ARTICLE VII

                                   COVENANTS

                      SECTION 7.1.  Affirmative Covenants.  The Company agrees
with the Agents, each Issuer and each Lender that, until all Commitments have
terminated and all Obligations have been paid and performed in full, the
Company will perform the obligations set forth in this Section 7.1.

                      SECTION 7.1.1.  Financial Information, Reports, Notices,
etc.  The Company will furnish, or will cause to be furnished, to each Lender
and each Agent copies of the following financial statements, reports, notices
and information:

                             (a)  as soon as available and in any event within
                      60 days after the end of each of the first three Fiscal
                      Quarters of each Fiscal Year of the Company (or, if the
                      Company is required to file such information on a Form
                      10-Q with the Securities and Exchange Commission,
                      promptly following such filing), a consolidated balance
                      sheet of the Company and its Subsidiaries as of the end
                      of such Fiscal Quarter, together with the related
                      consolidated statement of operations for such Fiscal
                      Quarter and for the period commencing at the end of the
                      previous Fiscal Year and ending with the end





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                      of such Fiscal Quarter and the related consolidated
                      statement of cash flows for the period commencing at the
                      end of the previous Fiscal Year and ending with the end
                      of such Fiscal Quarter (it being understood that the
                      foregoing requirement may be satisfied by delivery of the
                      Company's report to the Securities and Exchange
                      Commission on Form 10-Q, if any), certified by an
                      Authorized Officer that is the president, chief executive
                      officer, treasurer, assistant treasurer, controller or
                      chief financial officer of the Company;

                             (b)  as soon as available and in any event within
                      105 days after the end of each Fiscal Year of the Company
                      (or, if the Company is required to file such information
                      on a Form 10-K with the Securities and Exchange
                      Commission, promptly following such filing), a copy of
                      the annual audit report for such Fiscal Year for the
                      Company and its Subsidiaries, including therein a
                      consolidated balance sheet for the Company and its
                      Subsidiaries as of the end of such Fiscal Year, together
                      with the related consolidated statements of operations
                      and cash flows for such Fiscal Year (it being understood
                      that the foregoing requirement may be satisfied by
                      delivery of the Company's report to the Securities and
                      Exchange Commission on Form 10-K, if any), in each case
                      certified (without any Impermissible Qualification) by a
                      "Big Six" firm of independent public accountants,
                      together with a certificate from such accountants as to
                      whether, in making the examination necessary for the
                      signing of such annual report by such accountants, they
                      have become aware of any Default in respect of any term,
                      covenant, condition or other provision of this Agreement
                      (including any Default in respect of the financial
                      covenants contained in Section 7.2.4) that relates to
                      accounting matters that has occurred and is continuing
                      or, if in the opinion of such accounting firm, any such
                      Default has occurred and is continuing, a statement as to
                      the nature thereof;

                             (c)  together with the delivery of the financial
                      information required pursuant to clauses (a) and (b), a
                      Compliance Certificate, in substantially the form of
                      Exhibit E-1, executed by an Authorized Officer that is
                      the president, chief executive officer, assistant
                      treasurer, treasurer, controller or chief financial
                      officer of the Company, showing (in reasonable detail and
                      with appropriate calculations and computations in all
                      respects satisfactory to the Agents) compliance with the
                      financial covenants set forth in Section 7.2.4;

                             (d) promptly and in any event within seven
                      Business Days after obtaining knowledge of the occurrence
                      of any Default, if such Default is then continuing, a
                      statement of an Authorized Officer that is the president,
                      chief executive officer, treasurer, assistant treasurer,
                      controller or chief financial officer of the Company





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                      setting forth details of such Default and the action
                      which the Company has taken or proposes to take with
                      respect thereto;

                             (e) promptly and in any event within five Business
                      Days after (x) the occurrence of any development with
                      respect to any litigation, action or proceeding described
                      in Section 6.7 which could reasonably be expected to have
                      a Material Adverse Effect or (y) the commencement of any
                      litigation, action or proceeding of the type described in
                      Section 6.7, notice thereof and of the action which the
                      Company has taken or proposes to take with respect
                      thereto;

                             (f)  promptly after the sending or filing thereof,
                      copies of all reports and registration statements (other
                      than exhibits thereto and any registration statement on
                      Form S-8 or its equivalent) which the Company or any of
                      its Subsidiaries files with the Securities and Exchange
                      Commission or any national securities exchange;

                             (g)  as soon as practicable after the chief
                      financial officer or the chief executive officer of the
                      Company or a member of the Company's Controlled Group
                      becomes aware of (i) formal steps in writing to terminate
                      any Pension Plan or (ii) the occurrence of any event with
                      respect to a Pension Plan which, in the case of (i) or
                      (ii), could reasonably be expected to result in a
                      contribution to such Pension Plan by (or a liability to)
                      the Company or a member of the Company's Controlled Group
                      in excess of $10,000,000, (iii) the failure to make a
                      required contribution to any Pension Plan if such failure
                      is sufficient to give rise to a Lien under section 302(f)
                      of ERISA in an amount in excess of $10,000,000, (iv) the
                      taking of any action with respect to a Pension Plan which
                      could reasonably be expected to result in the requirement
                      that the Company furnish a bond to the PBGC or such
                      Pension Plan in an amount in excess of $10,000,000 or (v)
                      any material increase in the contingent liability of the
                      Company with respect to any post-retirement Welfare Plan
                      benefit as a result of a change in the level or scope of
                      benefits thereunder, notice thereof and copies of all
                      documentation relating thereto;

                             (h)  within 20 days after the end of each calendar
                      month, a certificate, in substantially the form of
                      Exhibit E-3, executed by an Authorized Officer that is
                      the president, chief executive officer, treasurer,
                      assistant treasurer, controller or chief financial
                      officer of the Company showing the U.S. Dollar Equivalent
                      of the aggregate outstanding principal amount of all
                      Foreign Currency Revolving Loans, as of the end of such
                      month, for (i) all Foreign Borrowers, taken as a whole,
                      and (ii) each Foreign Borrower, individually;





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                             (i)  promptly after the execution and delivery
                      thereof, copies of all material documents and instruments
                      relating to any Receivables Transactions (including
                      without limitation copies of any material amendments,
                      supplements or other modifications thereto); and

                             (j)  such other information respecting the
                      condition or operations, financial or otherwise, of the
                      Company or any of its Subsidiaries as any Lender through
                      the Administrative Agent may from time to time reasonably
                      request.

                      SECTION 7.1.2.  Compliance with Laws, etc.  The Company
will, and will cause each of its Subsidiaries to, comply in all material
respects with all applicable laws, rules, regulations and orders, such
compliance to include (without limitation):

                             (a)  except as permitted under Section 7.2.8, the
                      maintenance and preservation of its corporate existence
                      and qualification as a foreign corporation, except where
                      the failure to so qualify could not reasonably be
                      expected to have a Material Adverse Effect; and

                             (b)  the payment, before the same become
                      delinquent, of all material taxes, assessments and
                      governmental charges imposed upon it or upon its
                      property, except to the extent being contested in good
                      faith by appropriate proceedings and for which adequate
                      reserves in accordance with GAAP shall have been set
                      aside on its books.

                      SECTION 7.1.3.  Maintenance of Properties.  Except to the
extent that the failure to do so could not reasonably be expected to have a
Material Adverse Effect, the Company will, and will cause each of its
Subsidiaries to, maintain, preserve, protect and keep its properties (other
than insignificant properties) in good repair, working order and condition
(ordinary wear and tear excepted), and make necessary and proper repairs,
renewals and replacements so that its business carried on in connection
therewith may be properly conducted at all times unless the Company determines
in good faith that the continued maintenance of any of its properties is no
longer economically desirable.

                      SECTION 7.1.4.  Insurance.  The Company will, and will
cause each of its Subsidiaries to, maintain or cause to be maintained with
responsible insurance companies insurance with respect to its properties and
business against such casualties and contingencies and of such types and in
such amounts as is customary in the case of similar businesses and with such
provisions and endorsements as the Agents may reasonably request and will, upon
request of the Agents, furnish to the Agents and each Lender a certificate of
an Authorized





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Officer of the Company setting forth the nature and extent of all insurance
maintained by the Company and its Subsidiaries in accordance with this Section.

                      SECTION 7.1.5.  Books and Records.  The Company will, and
will cause each of its Subsidiaries to, keep books and records which accurately
reflect in all material respects all of its business affairs and transactions
and permit the Agents, each Issuer and each Lender or any of their respective
representatives, at reasonable times and intervals, and upon reasonable notice,
but, unless an Event of Default shall have occurred and be continuing, not more
frequently than once in each Fiscal Year, to visit its offices, to discuss its
financial matters with its officers and, after notice to the Company and
provision of an opportunity for the Company to participate in such discussion,
its independent public accountant (and the Company hereby authorizes such
independent public accountant to discuss the Company's financial matters with
each Issuer and each Lender or its representatives whether or not any
representative of the Company is present, so long as the Company has been
afforded a reasonable opportunity to be present) and to examine, and photocopy
extracts from, any of its books or other corporate records.  The cost and
expense of each such visit shall be borne by the applicable Agent or Lender.

                      SECTION 7.1.6.  Environmental Covenant.  The Company will
and will cause each of its Subsidiaries to,

                             (a)  use and operate all of its facilities and
                      properties in compliance with all Environmental Laws,
                      keep all necessary permits, approvals, certificates,
                      licenses and other authorizations relating to
                      environmental matters in effect and remain in compliance
                      therewith, and handle all Hazardous Materials in
                      compliance with all applicable Environmental Laws, in
                      each case except where the failure to comply with the
                      terms of this clause would not reasonably be expected to
                      have a Material Adverse Effect;

                             (b)  promptly notify the Agents and provide copies
                      of all written claims, complaints, notices or inquiries
                      relating to the condition of its facilities and
                      properties or compliance with Environmental Laws which
                      relate to environmental matters which would have, or
                      would reasonably be expected to have, a Material Adverse
                      Effect, and promptly cure and have dismissed with
                      prejudice any material actions and proceedings relating
                      to compliance with Environmental Laws, except to the
                      extent being diligently contested in good faith by
                      appropriate proceedings and for which adequate reserves
                      in accordance with GAAP have been set aside on its books;
                      and





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                             (c)  provide such information and certifications
                      which the Agents may reasonably request from time to time
                      to evidence compliance with this Section 7.1.6.

                      SECTION 7.1.7.  Future Subsidiaries.  Upon any Person
(other than the Receivables Subsidiaries) becoming, after the Closing Date, a
Subsidiary of the Company, or (in the case of clause (b) below only) upon the
Company or any U.S. Subsidiary (other than the Receivables Subsidiaries)
acquiring additional Capital Stock of any existing Subsidiary, the Company
shall notify the Agents of such acquisition, and

                             (a)  the Company shall promptly cause any such
                      Subsidiary that is a U.S. Subsidiary to execute and
                      deliver to the Administrative Agent, with counterparts
                      for each Lender, a supplement to the Subsidiary
                      Co-Obligation Agreement and Guaranty and a supplement to
                      the Subsidiary Security Agreement (and, if such
                      Subsidiary owns any real property, to the extent required
                      by clause (b) of Section 7.1.8, a Mortgage), together
                      with Uniform Commercial Code financing statements (Form
                      UCC-1) executed and delivered by such U.S. Subsidiary
                      naming such U.S. Subsidiary as the debtor and the
                      Administrative Agent as the secured party, or other
                      similar instruments or documents, in appropriate form for
                      filing under the Uniform Commercial Code and any other
                      applicable recording statutes, in the case of real
                      property, of all jurisdictions as may be necessary or, in
                      the reasonable opinion of the Administrative Agent,
                      desirable to perfect the security interest of the
                      Administrative Agent pursuant to the Subsidiary Security
                      Agreement or a Mortgage, as the case may be (other than
                      the perfection of security interests in motor vehicles);
                      and

                             (b)  the Company shall promptly deliver, or cause
                      to be delivered, to the Administrative Agent under a
                      Pledge Agreement (or a supplement thereto) certificates
                      (if any) representing all of the issued and outstanding
                      shares of Capital Stock of such Subsidiary owned by the
                      Company or any U.S. Subsidiary of the Company, as the
                      case may be, along with undated stock powers for such
                      certificates, executed in blank, or, if any securities
                      subject thereto are uncertificated securities, the
                      Administrative Agent shall have obtained "control" (as
                      defined in the Uniform Commercial Code applicable to such
                      securities) over such securities, or other appropriate
                      steps shall have been taken under applicable law
                      resulting in the perfection of the security interest
                      granted in such securities in favor of the Administrative
                      Agent pursuant to the terms of such Pledge Agreement;

together, in each case, with such opinions, in form and substance and from
counsel satisfactory to the Agents, as the Agents may reasonably require;
provided, however, that notwithstanding the foregoing, no Non-U.S. Subsidiary
shall be required to execute and





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deliver a Mortgage, a supplement to the Subsidiary Co-Obligation Agreement and
Guaranty, a supplement to the Security Agreement or a supplement to a Pledge
Agreement, nor will the Company or any Subsidiary of the Company be required to
deliver in pledge pursuant to a Pledge Agreement in excess of 65% of the total
combined voting power of all classes of Capital Stock of a Non-U.S. Subsidiary
entitled to vote.

                      SECTION 7.1.8.  Future Leased Property and Future
Acquisitions of Real Property; Future Acquisition of Other Property.  (a)
Prior to entering into any new lease of real property or renewing any existing
lease of real property following the Closing Date, the Company shall, and shall
cause each of its U.S. Subsidiaries to, use its (and their) commercially
reasonable efforts (which shall not require the expenditure of cash or the
making of any material concessions under the relevant lease) to deliver to the
Administrative Agent a Waiver executed by the lessor of any real property that
is to be leased by the Company or such U.S. Subsidiary for a term in excess of
one year in any state which by statute grants such lessor a "landlord's" (or
similar) Lien which is superior to the Administrative Agent's, to the extent
the value of any personal property of the Company or its U.S. Subsidiaries to
be held at such leased property exceeds (or it is anticipated that the value of
such personal property will, at any point in time during the term of such
leasehold term, exceed) $6,000,000.

                      (b)  In the event that the Company or any of its U.S.
Subsidiaries shall acquire any real property having a value as determined in
good faith by the Administrative Agent in excess of $3,000,000 in the
aggregate, the Company or the applicable U.S. Subsidiary shall, promptly after
such acquisition, execute a Mortgage and provide the Administrative Agent with
(i) evidence of the completion (or satisfactory arrangements for the
completion) of all recordings and filings of such Mortgage as may be necessary
or, in the reasonable opinion of the Administrative Agent, desirable
effectively to create a valid, perfected, first priority Lien, subject to the
Liens permitted by Section 7.2.3, against the properties purported to be
covered thereby, (ii) mortgagee's title insurance policies in favor of the
Agents and the Lenders in amounts and in form and substance and issued by
insurers, reasonably satisfactory to the Agents, with respect to the property
purported to be covered by such Mortgage, insuring that title to such property
is indefeasible and that the interests created by the Mortgage constitute valid
first Liens thereon free and clear of all defects and encumbrances other than
as permitted by Section 7.2.3 or as approved by the Agents, and such policies
shall also include, to the extent available, a revolving credit endorsement and
such other endorsements as the Agents shall reasonably request and shall be
accompanied by evidence of the payment in full of all premiums thereon, and
(iii) such other approvals, opinions, or documents as the Agents may reasonably
request.





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                      (c)  In accordance with the terms and provisions of the
Loan Documents, the Company and each U.S.  Subsidiary (other than the
Receivables Subsidiary) shall provide the Agents with evidence of all
recordings and filings as may be necessary or, in the reasonable opinion of the
Administrative Agent, desirable to create a valid, perfected, first priority
Lien, subject to the Liens permitted by Section 7.2.3, against all property
acquired after the Closing Date (excluding motor vehicles and (except to the
extent required under clause (b) of Section 7.1.8) leases of and fee interests
in real property) and not otherwise subject to Sections 7.1.11 and 7.1.12.

                      SECTION 7.1.9.  Use of Proceeds, etc.  The Borrowers
shall

                             (a)  apply the proceeds of the Loans

                                  (i) in the case of the Term Loans and the
                             Revolving Loans made on the Closing Date, to pay,
                             in part, through the Closing Date Dividend and/or
                             the Intercompany Loan to Holdco, the cash portion
                             of the obligations of Holdco in connection with
                             the Transaction, to refinance certain existing
                             Indebtedness of Holdco and its Subsidiaries and to
                             pay the transaction fees and expenses associated
                             with the Transaction; provided, that not more than
                             $20,000,000 of the proceeds from Revolving Loans
                             may be used to finance the consummation of the
                             Transaction (including reasonably related
                             transaction fees and expenses); and

                                  (ii)  in the case of any other Revolving
                             Loans and the Swing Line Loans, for working
                             capital and general corporate purposes of the
                             Company and its Subsidiaries; and

                             (b) use Letters of Credit only for purposes of
                      supporting working capital and general corporate purposes
                      of the Company and its Subsidiaries.

                      SECTION 7.1.10.  Hedging Obligations.  Within six months
following the Closing Date, the Administrative Agent shall have received
evidence satisfactory to it that the Company and its Subsidiaries have entered
into interest rate swap, cap, collar or similar arrangements (including without
limitation such Indebtedness accruing interest at a fixed rate by its terms)
designed to protect the Company and its Subsidiaries against fluctuations in
interest rates with respect to at least 50% of the aggregate principal amount
of the Term Loans and the Subordinated Notes for a period of at least three
years from the Closing Date with terms reasonably satisfactory to the Company
and the Agents.





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                      SECTION 7.1.11.  Undertaking.  The Company will deliver
to the Agents no later than 60 days after the Closing Date instruments or
documents, in appropriate form for filing with the United States Patent and
Trademark Office, sufficient to create and perfect a security interest in all
intellectual property owned as of the Closing Date by the Company and its U.S.
Subsidiaries as identified in Item 7.1.11 ("Intellectual Property") of the
Disclosure Schedule.

                      SECTION 7.1.12.  Mortgages.  Within 60 days after the
Closing Date, the Company shall deliver to the Agents counterparts of each
Mortgage relating to each property listed on Item 7.1.12 ("Mortgaged
Properties") of the Disclosure Schedule, each dated as of the date of such
delivery, duly executed by the Company or the applicable U.S.  Subsidiary,
together with

                             (a)  evidence of the completion (or satisfactory
                      arrangements for the completion) of all recordings and
                      filings of such Mortgage as may be necessary or, in the
                      reasonable opinion of the Administrative Agent, desirable
                      effectively to create a valid, perfected, first priority
                      Lien, subject to Liens permitted by Section 7.2.3,
                      against the properties purported to be covered thereby;

                             (b)  mortgagee's title insurance policies in favor
                      of the Agents and the Lenders in amounts and in form and
                      substance and issued by insurers, reasonably satisfactory
                      to the Agents, with respect to the property purported to
                      be covered by such Mortgage, insuring that title to such
                      property is indefeasible and that the interests created
                      by the Mortgage constitute valid first Liens thereon free
                      and clear of all defects and encumbrances other than as
                      permitted by Section 7.2.3 or as approved by the Agents,
                      and such policies shall also include, to the extent
                      available, a revolving credit endorsement and such other
                      endorsements as the Administrative Agent shall reasonably
                      request and shall be accompanied by evidence of the
                      payment in full of all premiums thereon; and

                             (c)  such other approvals, opinions or documents
                      as the Agents may reasonably request.

                      SECTION 7.1.13.  Perfection of Certain Pledges.  Within
15 days after the Closing Date, the Company shall deliver evidence satisfactory
to the Agents as to the perfection of the security interest granted in favor of
the Administrative Agent under the Subsidiary Pledge Agreement in
uncertificated securities of Thermadyne de Mexico S.A. de C.V. and Thermadyne
do Brasil S.C. LTDA.





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                      SECTION 7.2.  Negative Covenants.  The Company agrees
with the Agents, each Issuer and each Lender that, until all Commitments have
terminated, and all Obligations have been paid and performed in full, the
Company will perform the obligations set forth in this Section 7.2.

                      SECTION 7.2.1.  Business Activities.  The Company will
not, and will not permit any of its Subsidiaries to, engage in any business
activity, except business activities of the type in which the Company and its
Subsidiaries are engaged on the date hereof (after giving effect to the
Transaction) and any businesses reasonably related or incidental thereto (the
"Thermadyne Business").

                      SECTION 7.2.2.  Indebtedness.  The Company will not, and
will not permit any of its Subsidiaries to, create, incur, assume or suffer to
exist or otherwise become or be liable in respect of any Indebtedness, other
than, without duplication, the following:

                             (a)  Indebtedness outstanding on the Closing Date
                      and identified in Item 7.2.2(a) ("Ongoing Indebtedness")
                      of the Disclosure Schedule, and refinancings and
                      replacements thereof in a principal amount not exceeding
                      the principal amount of the Indebtedness so refinanced or
                      replaced and with an average life to maturity of not less
                      than the then average life to maturity of the
                      Indebtedness so refinanced or replaced;

                             (b)  Indebtedness in respect of the Credit
                      Extensions and other Obligations;

                             (c)  to the extent (but only to the extent)
                      otherwise permitted by Section 7.2.7, Indebtedness
                      incurred by the Company or any of its Subsidiaries that
                      is represented by Capitalized Lease Liabilities, mortgage
                      financings or purchase money obligations; provided, that
                      the maximum aggregate amount of all Indebtedness
                      permitted under this clause (c) shall not at any time
                      exceed $25,000,000;

                             (d)  Hedging Obligations of the Company or any of
                      its Subsidiaries in respect of the Credit Extensions or
                      otherwise entered into by the Company or any Subsidiary
                      to hedge against interest rate, currency exchange rate or
                      commodity price risk, in each case arising in the
                      ordinary course of business of the Company and its
                      Subsidiaries and not for speculative purposes;

                             (e)  intercompany Indebtedness (i) (x) of any U.S.
                      Subsidiary of the Company owing to the Company or any
                      Subsidiary or (y) of the Company owing to any of its U.S.
                      Subsidiaries, and (ii) of any Non-U.S. Subsidiary of the
                      Company owing to the Company or any U.S. Subsidiary of
                      the Company; provided that in respect of (A) any





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                      such Indebtedness described in this clause (ii), the U.S.
                      Dollar Equivalent of such Indebtedness (other than any
                      such intercompany Indebtedness incurred to finance any
                      acquisition permitted hereunder) shall not exceed, when
                      taken together with the aggregate amount at such time of
                      all outstanding Investments made pursuant to clause (l)
                      of Section 7.2.5 (other than any such Investments made
                      as part of, or to finance, any acquisition permitted
                      hereunder), $20,000,000 at any time outstanding and (B)
                      any such Indebtedness described in this clause (e) which
                      is owing to the Company or any of its U.S. Subsidiaries,
                      (1) to the extent requested by the Administrative Agent,
                      such Indebtedness shall be evidenced by one or more
                      promissory notes in form and substance satisfactory to
                      the Agents which (except in the case of any such notes
                      held by a Receivables Subsidiary in connection with a
                      Receivables Transaction) shall be duly executed and
                      delivered to (and indorsed to the order of) the
                      Administrative Agent in pledge pursuant to a Pledge
                      Agreement and (2) in the case of any such Indebtedness
                      owed by a Person other than the Company or a Subsidiary
                      Co-Obligor, such Indebtedness shall not be forgiven or
                      otherwise discharged for any consideration other than
                      payment (Dollar for Dollar or, if denominated in a
                      Foreign Currency, the applicable Currency) in cash unless
                      the Agents otherwise consent;

                             (f)  Indebtedness evidenced by the Subordinated
                      Notes and subordinated guarantees thereof in an aggregate
                      outstanding principal amount not to exceed $207,000,000
                      at any time outstanding;

                             (g)  Indebtedness consisting of notes issued by
                      the Company or any U.S. Subsidiary and used for making
                      Investments permitted under clause (n) of Section 7.2.5;

                             (h)  Assumed Indebtedness of the Company and its
                      Subsidiaries incurred in connection with an Investment
                      permitted under Section 7.2.5, in an aggregate principal
                      amount at any time outstanding not to exceed $20,000,000;

                             (i)  Indebtedness of any Non-U.S. Subsidiary owing
                      to any other Non-U.S. Subsidiary;

                             (j)  Indebtedness of Non-U.S. Subsidiaries in an
                      aggregate outstanding principal amount the U.S. Dollar
                      Equivalent of which does not exceed (except if such
                      excess is caused solely by changes in exchange rates and
                      is eliminated within five Business Days of its
                      occurrence) $20,000,000 at any time outstanding;





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                             (k)  Indebtedness in respect of Receivables
                      Transactions; provided that, except in the case of any
                      Receivables Subsidiary, such Indebtedness consists solely
                      of Liens on accounts receivable and related assets
                      subject to such Receivables Transactions and similar
                      obligations in respect of such Receivables Transactions;
                      and

                             (l)  other unsecured Indebtedness of the Company
                      and its U.S. Subsidiaries in an aggregate amount at any
                      time outstanding not to exceed $20,000,000 plus the
                      difference between the maximum amount of additional
                      Revolving Loan Commitments that have been or could be
                      provided under clause (g) of Section 2.1.2 and the then
                      outstanding amount of additional Revolving Loans made
                      pursuant to clause (g) of Section 2.1.2;

provided, however, that no Indebtedness otherwise permitted by clause (c), (e)
(as such clause (e) relates to loans made by the Company or any Subsidiary
Co-Obligor to Subsidiaries which are not party to the Subsidiary Co-Obligation
Agreement and Guaranty), (h), (i), (j) or (l) may be incurred if, immediately
before or after giving effect to the incurrence thereof, any Default shall have
occurred and be continuing, and provided, further, however, that all such
Indebtedness of the type described in clause (e)(i)(y) above that is owed to
Subsidiaries which are not party to the Subsidiary Co-Obligation Agreement and
Guaranty, shall be subordinated, in writing, to the Obligations upon terms
satisfactory to the Agents.

                      SECTION 7.2.3.  Liens.  The Company will not, and will
not permit any of its Subsidiaries to, create, incur, assume or suffer to exist
any Lien upon any of its property, revenues or assets, whether now owned or
hereafter acquired, except:

                             (a)  Liens existing on the Closing Date identified
                      in Item 7.2.3(a) ("Ongoing Liens") of the Disclosure
                      Schedule, including Liens securing extensions or renewals
                      of the Indebtedness which such identified Liens secure;
                      provided that no such extension or renewal shall increase
                      the obligations secured by such Lien, extend such Lien to
                      additional assets (other than, in the case of existing
                      Liens securing Indebtedness of Non-U.S. Subsidiaries
                      secured by Receivables and related assets of such
                      Non-U.S. Subsidiaries, Liens on other Receivables and
                      related assets of such Non-U.S. Subsidiaries securing
                      refinancings and replacements of such Indebtedness) or
                      otherwise result in a Default hereunder;

                             (b)  Liens securing payment of the Obligations or
                      any Hedging Obligations owed to any Person that, at the
                      time such Hedging Obligation was contracted for, was a
                      Lender or any Affiliate of any Lender, which Liens are
                      granted pursuant to any Loan Document;





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                             (c)  Liens granted to secure payment of
                      Indebtedness of the type permitted and described in
                      clause (c) of Section 7.2.2; provided that such Lien is
                      limited in recourse solely to the asset being purchased
                      or leased through the incurrence of such Indebtedness;

                             (d)  Liens on the assets of the Receivables
                      Subsidiary granted to secure obligations in respect of
                      Receivables Transactions;

                             (e)  Liens on the assets of any Non-U.S.
                      Subsidiary granted to secure payment of Indebtedness of
                      such Non-U.S. Subsidiary permitted under clause  (i) or
                      (j) of Section 7.2.2;

                             (f)  Liens for taxes, assessments or other
                      governmental charges or levies, including Liens pursuant
                      to Section 107(l) of CERCLA or other similar law, not at
                      the time delinquent or thereafter payable without penalty
                      or being contested in good faith by appropriate
                      proceedings and for which adequate reserves in accordance
                      with GAAP shall have been set aside on its books;

                             (g)  Liens of carriers, warehousemen, mechanics,
                      repairmen, materialmen, contractors, laborers and
                      landlords or other like Liens incurred in the ordinary
                      course of business for sums not overdue for a period of
                      more than 30 days or being diligently contested in good
                      faith by appropriate proceedings and for which adequate
                      reserves in accordance with GAAP shall have been set
                      aside on its books;

                             (h)  Liens incurred in the ordinary course of
                      business in connection with workmen's compensation,
                      unemployment insurance or other forms of governmental
                      insurance or benefits, or to secure performance of
                      tenders, bids, statutory or regulatory obligations,
                      insurance obligations, leases and contracts (other than
                      for borrowed money) entered into in the ordinary course
                      of business or to secure obligations on surety or appeal
                      bonds;

                             (i)  judgment Liens in existence less than 30 days
                      after the entry thereof or with respect to which
                      execution has been stayed or the payment of which is
                      covered in full by a bond or (subject to a customary
                      deductible) by insurance maintained with responsible
                      insurance companies;





                                      131
<PAGE>   140
                             (j)  Liens with respect to minor imperfections of
                      title and easements, rights-of-way, restrictions,
                      reservations, permits, servitudes and other similar
                      encumbrances on real property and fixtures which do not
                      materially detract from the value or materially impair
                      the use by the Company or any such Subsidiary in the
                      ordinary course of its business of the property subject
                      thereto;

                             (k)  licenses, leases or subleases granted by the
                      Company or any of its Subsidiaries to any other Person in
                      the ordinary course of business;

                             (l)  Liens in the nature of trustees' Liens
                      granted pursuant to any indenture governing any
                      Indebtedness permitted by Section 7.2.2, in each case in
                      favor of the trustee under such indenture and securing
                      only obligations to pay compensation to such trustee, to
                      reimburse its expenses and to indemnify it under the
                      terms thereof;

                             (m)  Liens of sellers of goods to the Company and
                      any of its Subsidiaries arising under Article 2 of the
                      UCC or similar provisions of applicable law in the
                      ordinary course of business, covering only the goods sold
                      and securing only the unpaid purchase price for such
                      goods and related expenses;

                             (n)  Liens securing Assumed Indebtedness of the
                      Company and its Subsidiaries permitted pursuant to clause
                      (h) of Section 7.2.2; provided, however, that (i) any
                      such Liens attach only to the property of the Subsidiary
                      acquired, or the property acquired, in connection with
                      such Assumed Indebtedness and shall not attach to any
                      assets of the Company or any of its Subsidiaries
                      theretofore existing or which arise after the date
                      thereof and (ii) the Assumed Indebtedness and other
                      secured Indebtedness of the Company and its Subsidiaries
                      secured by any such Lien shall not exceed 100% of the
                      fair market value of the assets being acquired in
                      connection with such Assumed Indebtedness;

                             (o)  Liens on accounts receivable and related
                      assets granted pursuant to Receivables Transactions and
                      securing obligations arising under such Receivables
                      Transactions; and

                             (p)  Liens not otherwise permitted hereunder which
                      secure obligations not exceeding $5,000,000 at any time
                      outstanding.







                                      132
<PAGE>   141
                      SECTION 7.2.4.  Financial Covenants.

                             (a)  EBITDA.  The Company will not permit EBITDA
                      for the period of four consecutive Fiscal Quarters ending
                      on the last day of any Fiscal Quarter occurring during
                      any period set forth below to be less than the amount set
                      forth opposite such period:

<TABLE>
<CAPTION>
                          Period                                              EBITDA
                          ------                                              ------
                      
                          <S>                                                <C>
                          Closing Date to 12/31/99                           $ 90,000,000
                          1/1/00 to 12/31/00                                 $ 95,000,000
                          1/1/01 to 12/31/01                                 $100,000,000
                          1/1/02 to 12/31/02                                 $105,000,000
                          1/1/03 to 12/31/03                                 $110,000,000
                          1/1/04 to 12/31/04                                 $120,000,000
                          1/1/05 to 12/31/05                                 $125,000,000
                          1/1/06 to 12/31/06                                 $130,000,000
                          1/1/07 and thereafter                              $135,000,000
</TABLE>

                      provided, that, to the extent the amount of EBITDA for
                      the immediately preceding four consecutive Fiscal Quarter
                      period exceeds the amount of EBITDA required to be
                      maintained for such four consecutive Fiscal Quarter
                      period pursuant to this clause (a), an amount equal to
                      50% of such excess amount may be carried forward to (but
                      only to) the then current Fiscal Quarter (any such amount
                      to be certified to the Administrative Agent in the
                      Compliance Certificate delivered for the last Fiscal
                      Quarter of such four consecutive Fiscal Quarter period).

                             (b)  Leverage Ratio.  The Company will not permit
                      the Leverage Ratio as of the end of any Fiscal Quarter
                      ending after the Closing Date and occurring during any
                      period set forth below to be greater than the ratio set
                      forth opposite such period:

<TABLE>
<CAPTION>
                        Period                                     Leverage Ratio
                        ------                                     --------------
                      
                        <S>                                            <C>
                        Closing Date to 12/31/98                       6.00:1.00
                        1/1/99 to 12/31/99                             5.50:1.00
                        1/1/00 to 12/31/00                             5.00:1.00
                        1/1/01 to 12/31/01                             4.50:1.00
                        1/1/02 to 12/31/02                             4.00:1.00
                        1/1/03 to 12/31/03                             3.50:1.00
                        1/1/04 and thereafter                          3.00:1.00
</TABLE>





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<PAGE>   142
                             (c)  Interest Coverage Ratio.  The Company will
                      not permit the Interest Coverage Ratio as of the end of
                      any Fiscal Quarter ending after the Closing Date and
                      occurring during any period set forth below to be less
                      than the ratio set forth opposite such period:

<TABLE>
<CAPTION>
                                                                        Interest Coverage
                        Period                                                 Ratio
                        ------                                          ------------------
                       
                        <S>                                                    <C>
                       
                        Closing Date to 12/31/98                               1.75:1.00
                        1/1/99 to 12/31/99                                     1.85:1.00
                        1/1/00 to 12/31/00                                     2.00:1.00
                        1/1/01 to 12/31/01                                     2.25:1.00
                        1/1/02 to 12/31/02                                     2.50:1.00
                        1/1/03 to 12/31/03                                     3.00:1.00
                        1/1/04 to 12/31/04                                     3.50:1.00
                        1/1/05 to 12/31/05                                     4.00:1.00
                        1/1/06 to 12/31/06                                     4.50:1.00
                        1/1/07 and thereafter                                  5.00:1.00
</TABLE>

                             (d)  Fixed Charge Coverage Ratio.  The Company
                      will not permit the Fixed Charge Coverage Ratio as of the
                      end of any Fiscal Quarter ending after the Closing Date
                      to be less than 1.10:1.00.

                      SECTION 7.2.5.  Investments.  The Company will not, and
will not permit any of its Subsidiaries to, make, incur, assume or suffer to
exist any Investment in any other Person, except:

                             (a)  Investments existing on the Closing Date and
                      identified in Item 7.2.5(a) ("Ongoing Investments") of
                      the Disclosure Schedule and extensions or renewals
                      thereof, provided that no such extension or renewal shall
                      be permitted if it would (x) increase the amount of such
                      Investment at the time of such extension or renewal or
                      (y) result in a Default hereunder;

                             (b)  Cash Equivalent Investments;

                             (c)  without duplication, Investments permitted as
                      Indebtedness pursuant to Section 7.2.2;





                                      134
<PAGE>   143
                             (d) without duplication, Investments permitted as
                      Capital Expenditures pursuant to Section 7.2.7 (including
                      any such Investments which would otherwise constitute
                      Capital Expenditures but for the operation of clause (i)
                      of the proviso to the definition of "Capital
                      Expenditures");

                             (e)  Investments made by the Company or any of its
                      Subsidiaries from capital contributions by Holdco to the
                      Company, sales of Capital Stock by the Company to Holdco
                      or repayments of the Intercompany Loan by Holdco to the
                      Company, in each case only to the extent proceeds from
                      such capital contribution, sale or repayment (x) are not
                      required to be applied as Net Equity Proceeds pursuant to
                      clause (e) of Section 3.1.1, (y) arise from the issuance
                      by Holdco of its Capital Stock, and (z) are received
                      after the Closing Date for the purpose of making an
                      Investment identified in a notice delivered to the Agents
                      on or prior to the date such capital contribution, sale
                      or repayment is made, which Investments shall result in
                      the Company or such Subsidiary acquiring a majority
                      controlling interest in the Person in which such
                      Investment was made or increasing any such controlling
                      interest already maintained by it;

                             (f)  Investments to the extent the consideration
                      received pursuant to clause (c)(i) of Section 7.2.9 is
                      not all cash;

                             (g)  Investments in the form of loans to officers,
                      directors and employees of the Company and its
                      Subsidiaries for the sole purpose of purchasing Holdco
                      common stock (or purchases of such loans made by others)
                      in an aggregate amount at any time outstanding not to
                      exceed $7,500,000;

                             (h)  the Intercompany Loan;

                             (i)  Letters of Credit issued in support of, and
                      guarantees by the Company or any Subsidiary of,
                      Indebtedness permitted under clauses (b), (c), (d) and
                      (l) of Section 7.2.2;

                             (j)  Investments made or held by any Non-U.S.
                      Subsidiary in any other Non-U.S. Subsidiary;

                             (k)  Investments of the Company or any U.S.
                      Subsidiary in the Company or any U.S.  Subsidiary;





                                      135
<PAGE>   144
                             (l)  equity Investments of the Company or any U.S.
                      Subsidiary in Non-U.S. Subsidiaries in an aggregate
                      amount at any time outstanding not to exceed (exclusive
                      of any such Investments made as part of, or to finance,
                      any acquisition permitted hereunder) $20,000,000 less the
                      aggregate principal amount outstanding at such time of
                      Indebtedness permitted under clause (e)(ii) of Section
                      7.2.2  (other than any such intercompany Indebtedness
                      incurred to finance any acquisition permitted hereunder);

                             (m)  Investments made by the Company or any of its
                      Subsidiaries in an aggregate amount not to exceed
                      $40,000,000 in any single transaction (or a series of
                      related transactions) or $150,000,000 in the aggregate
                      over the term of this Agreement; provided that such
                      Investments (x) result in the Company or the relevant
                      Subsidiary acquiring (subject to Section 7.2.1) a
                      majority controlling interest in the Person (or its
                      assets and businesses) in which such Investment was made,
                      or increasing any such controlling interest maintained by
                      it in such Person or (y) result in the Person in which
                      such Investment was made becoming an Acquired Controlled
                      Person with respect to the Company and its Subsidiaries;
                      provided further, that, to the extent any Assumed
                      Indebtedness permitted pursuant to clause (h) of Section
                      7.2.2 would be incurred in connection with any such
                      Investment to be made pursuant to this clause (m), the
                      permitted amounts set forth in this clause shall be
                      reduced, Dollar for Dollar, by the outstanding principal
                      amount of any such Assumed Indebtedness to be assumed;

                             (n)  Investments made by the Company or any of its
                      U.S. Subsidiaries in cash or by means of a note and
                      consisting of the capitalization of, or subscription for
                      units in, a wholly-owned Australian unit trust; provided
                      that the proceeds of such Investments are lent to a
                      Non-U.S.  Subsidiary of the Company and used by such
                      Non-U.S. Subsidiary, directly or indirectly, to repay
                      outstanding Indebtedness or other obligations owed to the
                      Company or any of its U.S. Subsidiaries;

                             (o)  Investments in Persons engaged in the
                      Thermadyne Business that are not permitted under clauses
                      (a) through (n) above in an aggregate principal amount at
                      any one time outstanding not to exceed $10,000,000;

                             (p)  Investments arising in connection with
                      Receivables Transactions;

                             (q)  extensions of trade credit in the ordinary
                      course of business;

                             (r)  Investments in Hedging Obligations permitted
                      hereunder;





                                      136
<PAGE>   145
                             (s)  Investments (including debt obligations and
                      Capital Stock) received in connection with the bankruptcy
                      or reorganization of suppliers and customers and in
                      settlement of delinquent obligations of and other
                      disputes with customers and suppliers arising in the
                      ordinary course of business;

provided, however, that

                             (t)  any Investment which when made complies with
                      the requirements of the definition of the term "Cash
                      Equivalent Investment" may continue to be held
                      notwithstanding that such Investment if made thereafter
                      would not comply with such requirements; and

                             (u)  no Investment otherwise permitted by clause
                      (c) (except to the extent permitted under Section 7.2.2),
                      (e), (g), (i) (to the extent that the applicable Letter
                      of Credit relates to Indebtedness permitted under clause
                      (c) or (l) of Section 7.2.2), (l), (m), (n) or (o) shall
                      be permitted to be made if, immediately before or after
                      giving effect thereto, any Default shall have occurred
                      and be continuing.

                      SECTION 7.2.6.  Restricted Payments, etc.  On and at all
times after the date hereof:

                             (a)  the Company will not, and will not permit any
                      of its Subsidiaries to, declare, pay or make any
                      dividend, distribution or exchange (in cash, property or
                      obligations) on or in respect of any shares of any class
                      of Capital Stock (now or hereafter outstanding) of the
                      Company or on any warrants, options or other rights with
                      respect to any shares of any class of Capital Stock (now
                      or hereafter outstanding) of the Company (other than (i)
                      dividends or distributions payable in its common stock or
                      warrants to purchase its common stock and (ii) splits or
                      reclassifications of its stock into additional or other
                      shares of its common stock) or apply, or permit any of
                      its Subsidiaries to apply, any of its funds, property or
                      assets to the purchase, redemption, exchange, sinking
                      fund or other retirement of, or agree or permit any of
                      its Subsidiaries to purchase, redeem or exchange, any
                      shares of any class of Capital Stock (now or hereafter
                      outstanding) of the Company or warrants, options or other
                      rights with respect to any shares of any class of Capital
                      Stock (now or hereafter outstanding) of the Company;

                             (b)  the Company will not, and will not permit any
                      of its Subsidiaries to (i) directly or indirectly, make
                      any payment or prepayment of principal of, or make any
                      payment of interest on, any Subordinated Note, on any day
                      other than the stated, scheduled date for such payment or
                      prepayment set forth in the documents and





                                      137
<PAGE>   146
                      instruments memorializing such Subordinated Note, or
                      which would violate the subordination provisions of such
                      Subordinated Note, or (ii) redeem, purchase or defease
                      any Subordinated Note or Discount Debenture (the
                      foregoing prohibited acts referred to in clauses (a) and
                      (b) above are herein collectively referred to as
                      "Restricted Payments");

provided, however, that

                             (c)  notwithstanding the provisions of clause (a)
                      above, the Company shall be permitted to make Restricted
                      Payments to Holdco to the extent necessary to enable
                      Holdco to

                                  (i)  pay its overhead expenses (including
                             fees in respect of fees for advisory services) in
                             an amount not to exceed $3,000,000 (which amount
                             shall include not more than $500,000 in respect of
                             advisory services) in the aggregate in any Fiscal
                             Year,

                                  (ii)  make payments in respect of taxes,

                                  (iii)  so long as (A) no Default shall have
                             occurred and be continuing on the date such
                             Restricted Payment is declared or to be made, nor
                             would a Default (including in respect of the
                             financial covenants set forth in Section 7.2.4)
                             result from the making of such Restricted Payment,
                             (B) after giving effect to the making of such
                             Restricted Payment, the Company shall be in pro
                             forma compliance with the covenant set forth in
                             clause (b) of Section 7.2.4 for the most recent
                             full Fiscal Quarter immediately preceding the date
                             of the making of such Restricted Payment for which
                             the relevant financial information has been
                             delivered pursuant to clause (a) or clause (b) of
                             Section 7.1.1, and (C) an Authorized Officer of
                             the Company shall have delivered a certificate to
                             the Administrative Agent in form and substance
                             satisfactory to the Administrative Agent
                             (including a calculation of the Borrower's pro
                             forma compliance with the covenant set forth in
                             clause (b) of Section 7.2.4 in reasonable detail)
                             certifying as to the accuracy of clauses
                             (c)(iii)(A) and (c)(iii)(B) above,

                                        (x)  repurchase, redeem or otherwise
                                  acquire or retire for value any Capital Stock
                                  of Holdco (including Preferred Stock), or any
                                  warrant, option or other right to acquire any
                                  such Capital Stock of Holdco, held by any
                                  member of management or an employee of the
                                  Company or any of its Subsidiaries pursuant
                                  to any employment





                                      138
<PAGE>   147
                                  agreement, management equity subscription
                                  agreement, restricted stock plan, stock
                                  option agreement or other similar arrangement
                                  so long as the total amount of such
                                  repurchases, redemptions, acquisitions,
                                  retirements and payments shall not exceed (I)
                                  $5,000,000 in any calendar year (with unused
                                  amounts in any calendar year being carried
                                  forward to succeeding calendar years subject
                                  to a maximum (without giving effect to the
                                  following clause (II)) of $10,000,000 in any
                                  calendar year) plus (II) the aggregate cash
                                  proceeds received by the Company during such
                                  calendar year from any reissuance of Capital
                                  Stock of Holdco, and warrants, options and
                                  other rights to acquire Capital Stock of
                                  Holdco, by Holdco or the Company to members
                                  of management and employees of the Company
                                  and its Subsidiaries (to the extent such
                                  proceeds are not otherwise required to be
                                  applied pursuant to clause (e) of Section
                                  3.1.1); or

                                        (y)  pay for the repurchase, retirement
                                  or other acquisition or retirement for value
                                  of Capital Stock of Holdco or options,
                                  warrants or other rights to acquire Capital
                                  Stock of Holdco outstanding on the date of
                                  this Agreement and which are not held by the
                                  Purchasers or any member of management of
                                  Holdco or any of its Subsidiaries (including
                                  any Capital Stock, options, warrants or
                                  rights issued in respect of such Capital
                                  Stock, options, warrants or rights as a
                                  result of a stock split, recapitalization,
                                  merger, combination, consolidation or
                                  otherwise, but excluding any Capital Stock,
                                  options, warrants or rights issued pursuant
                                  to any management equity plan or stock option
                                  plan or similar agreement) in an aggregate
                                  amount not to exceed (I) $10,000,000 and (II)
                                  an incremental $20,000,000 so long as (A)
                                  after giving effect to the making of such
                                  Restricted Payment, the Leverage Ratio shall
                                  be less than 4.0:1.0 on a pro forma basis for
                                  the most recent full Fiscal Quarter
                                  immediately preceding the date of the making
                                  of such Restricted Payment for which the
                                  relevant financial information has been
                                  delivered pursuant to clause (a) or (b) of
                                  Section 7.1.1, (B) an Authorized Officer of
                                  the Company shall have delivered a Restricted
                                  Payments Compliance Certificate to the
                                  Administrative Agent (including a calculation
                                  of the Leverage Ratio in reasonable detail)
                                  certifying to the accuracy of clause (A)
                                  above and certifying that no Default shall
                                  have occurred and be continuing on the date
                                  such Restricted Payment is made, nor would a
                                  Default result from the making of such
                                  Restricted Payment, and (C) the amount of
                                  such





                                      139
<PAGE>   148
                                  Restricted Payment shall not exceed 25% of
                                  the Excess Cash Flow for the period from June
                                  30, 1998 through the most recently ended
                                  Fiscal Quarter,

                                  (iv) pay for the redemption of common stock
                             purchase rights (the "Rights") under the Rights
                             Agreement dated as of May 1, 1997 between Holdco
                             and BankBoston, N.A., as Rights Agent, at a
                             redemption price of $.01 per Right, and in an
                             aggregate amount not to exceed $120,000, and

                                  (v) so long as no Default shall have occurred
                             and be continuing at the time thereof, pay
                             principal of, and interest on, or redeem or
                             repurchase, any of Holdco's 10 3/4% Senior
                             Subordinated Notes due November 2003 or 10 1/4%
                             Senior Notes due May 2002, and

                             (d)  notwithstanding the provisions of clauses (a)
                      and (b) above, the Company and its Subsidiaries shall be
                      permitted to pay dividends to Holdco subsequent to the
                      fifth anniversary of the Closing Date to enable Holdco to
                      pay cash interest on the Discount Debentures in
                      accordance with the terms of such Indebtedness in an
                      aggregate amount not to exceed 25% of Excess Cash Flow
                      for the period from June 30, 1998 through the most
                      recently ended Fiscal Quarter (net of amounts in respect
                      of clause (c)(iii)(y)(II) above) so long as (A) after
                      giving effect to the making of such Restricted Payment,
                      (i) the Leverage Ratio shall be less than 4.0:1.0 on a
                      pro forma basis and (ii) the Company shall be in pro
                      forma compliance with the Fixed Charge Coverage Ratio
                      covenant set forth in clause (d) of Section 7.2.4, in
                      each case for the most recent full Fiscal Quarter
                      immediately preceding the date of the making of such
                      Restricted Payment for which the relevant financial
                      information has been delivered pursuant to clause (a) or
                      clause (b) of Section 7.1.1 and (B) an Authorized Officer
                      of the Company shall have delivered a certificate to the
                      Administrative Agent (including a calculation of the
                      Leverage Ratio and Fixed Charge Coverage Ratio in
                      reasonable detail) certifying to the accuracy of clause
                      (A) above and certifying that no Default shall have
                      occurred and be continuing on the date such Restricted
                      Payment is made, nor would a Default result from the
                      making of such Restricted Payment; and

                             (e)  notwithstanding the provisions of clauses (a)
                      and (b) above, (i) the Company and its Subsidiaries shall
                      be permitted to make the Restricted Payments included in
                      the Transaction, (ii) the Company shall be permitted to
                      make payments in respect of statutory appraisal rights
                      (and any settlement thereof) exercised by holders of
                      outstanding Capital Stock of Thermadyne in connection
                      with the Merger, and





                                      140
<PAGE>   149
                      (iii) the Company may pay a non-cash dividend to Holdco
                      consisting solely of a transfer of all or a portion of
                      the Intercompany Loan.

                      SECTION 7.2.7.  Capital Expenditures, etc.  With respect
to Capital Expenditures, the parties covenant and agree as follows:

                             (a)  The Company will not, and will not permit any
                      of its Subsidiaries to, make or commit to make Capital
                      Expenditures in any Fiscal Year, except Capital
                      Expenditures (i) which do not aggregate in excess of
                      $25,000,000 in such Fiscal Year plus (ii) an additional
                      aggregate amount equal to $20,000,000 over the term of
                      this Agreement; provided, however, that to the extent the
                      amount of Capital Expenditures permitted to be made in
                      any Fiscal Year pursuant to this Section exceeds the
                      aggregate amount of Capital Expenditures actually made
                      during such Fiscal Year, such excess amount (up to an
                      aggregate of 50% of the amount of Capital Expenditures
                      permitted for such Fiscal Year, without giving effect to
                      this proviso) may be carried forward to (but only to) the
                      next succeeding Fiscal Year (any such amount to be
                      certified by the Company to the Agents in the Compliance
                      Certificate delivered for the last Fiscal Quarter of such
                      Fiscal Year, and any such amount carried forward to a
                      succeeding Fiscal Year shall be deemed to be used prior
                      to the Company and its Subsidiaries using the amount of
                      Capital Expenditures permitted by this Section in such
                      succeeding Fiscal Year, without giving effect to such
                      carry-forward).

                             (b)  The parties acknowledge and agree that the
                      permitted Capital Expenditure level set forth in clause
                      (a) above shall be exclusive of the amount of Capital
                      Expenditures actually made with cash capital
                      contributions (including the proceeds of issuances of
                      equity securities) made, directly or indirectly, by any
                      Person other than the Company and its Subsidiaries, after
                      the Closing Date to the Company or any of its
                      Subsidiaries and specifically identified in a certificate
                      delivered by an Authorized Officer of the Company to the
                      Agents on or about the time such capital contribution is
                      made; provided, that, to the extent any such cash capital
                      contributions constitute Net Equity Proceeds arising from
                      the issuance by Holdco of its Capital Stock, only that
                      portion of such Net Equity Proceeds which are not
                      required to be applied as a prepayment pursuant to clause
                      (e) of Section 3.1.1 may be used for Capital Expenditures
                      pursuant to this clause (b).

                      SECTION 7.2.8.  Consolidation, Merger, etc.  The Company
will not, and will not permit any of its Subsidiaries to, liquidate or
dissolve, consolidate with, or merge into or with, any other corporation, or
purchase or otherwise acquire all or substantially all of the assets of any
Person (or of any division thereof) except





                                      141
<PAGE>   150
                             (a)  any such Subsidiary may liquidate or dissolve
                      voluntarily into, and may merge with and into, the
                      Company (so long as the Company is the surviving
                      corporation of such combination or merger) or any other
                      Subsidiary, and the assets or stock of any Subsidiary may
                      be purchased or otherwise acquired by the Company or any
                      other Subsidiary; provided, that notwithstanding the
                      above, a Subsidiary may only liquidate or dissolve into,
                      or merge with and into, another Subsidiary of the Company
                      if, after giving effect to such combination or merger,
                      the Company continues to own (directly or indirectly),
                      and the Administrative Agent continues to have pledged to
                      it pursuant to a Pledge Agreement, a percentage of the
                      issued and outstanding shares of Capital Stock (on a
                      fully diluted basis) of the Subsidiary surviving such
                      combination or merger that is equal to or in excess of
                      the percentage of the issued and outstanding shares of
                      Capital Stock (on a fully diluted basis) of the
                      Subsidiary that does not survive such combination or
                      merger that was (immediately prior to the combination or
                      merger) owned by the Company or pledged to the
                      Administrative Agent;

                             (b)  so long as no Default has occurred and is
                      continuing or would occur after giving effect thereto,
                      the Company or any of its Subsidiaries (other than the
                      Receivables Subsidiaries) may purchase all or
                      substantially all of the assets of any Person (or any
                      division thereof) not then a Subsidiary, or acquire such
                      Person by merger, if permitted (without duplication)
                      pursuant to Section 7.2.7 or clause (e), (f), (m) or (r)
                      of Section 7.2.5;

                             (c)  the Company and its Subsidiaries may
                      consummate the Transaction; and

                             (d)  the Company may merge into a newly-formed
                      corporation incorporated under the laws of the United
                      States or any State for the purpose of reincorporating in
                      such State so long as (i) the shareholders of the
                      surviving corporation immediately after such merger are
                      the same as the shareholders of the Company immediately
                      prior to such merger, (ii) immediately before and after
                      such merger, no Default shall have occurred and be
                      continuing and (iii) the corporation surviving such
                      merger shall assume, pursuant to documentation reasonably
                      satisfactory to the Agents, all of the obligations of the
                      Company under the Loan Documents.

                      SECTION 7.2.9.  Asset Dispositions, etc.  The Company
will not, and will not permit any of its Subsidiaries to, sell, transfer,
license, lease, contribute or otherwise convey, or grant options, warrants or
other rights with respect to, all or any part of its assets, whether now owned
or hereafter acquired (including accounts receivable and Capital Stock of
Subsidiaries) to any Person, unless





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                             (a)  such sale, transfer, license, lease,
                      contribution or conveyance of such assets is (i) in the
                      ordinary course of its business (and does not constitute
                      a sale, transfer, license, lease, contribution or other
                      conveyance of all or a substantial part of the Company's
                      and its Subsidiaries' assets, taken as a whole) or is of
                      obsolete or worn out property, (ii) permitted by Section
                      7.2.8, (iii) between the Company and one of its
                      wholly-owned  Subsidiaries or between wholly-owned
                      Subsidiaries of the Company (but only to the extent such
                      sale, transfer, license, lease, contribution or
                      conveyance would be permitted by Section 7.2.11) or (iv)
                      a sale or transfer of accounts receivable and related
                      assets, or any interest therein, by the Company or any of
                      its Subsidiaries to a Receivables Subsidiary, or by a
                      Receivables Subsidiary to any other Person, in connection
                      with a Receivables Transaction;

                             (b) such sale, transfer, lease, contribution or
                      conveyance constitutes (i) an Investment permitted under
                      Section 7.2.5, (ii) a Lien permitted under Section 7.2.3
                      or (iii) a Restricted Payment permitted under Section
                      7.2.6;

                             (c)  (i) such sale, transfer, lease, contribution
                      or conveyance of such assets is for fair market value and
                      the consideration consists of no less than 75% in cash,
                      (ii) the Net Disposition Proceeds received from such
                      assets, together with the Net Disposition Proceeds of all
                      other assets sold, transferred, leased, contributed or
                      conveyed pursuant to this clause (c) since the Closing
                      Date, does not exceed (individually or in the aggregate)
                      $20,000,000 in any Fiscal Year and (iii) an amount equal
                      to the Net Disposition Proceeds generated from such sale,
                      transfer, lease, contribution or conveyance is reinvested
                      in the business of the Company and its Subsidiaries, or,
                      to the extent required thereunder, is applied to prepay
                      the Loans pursuant to the terms of Section 3.1.1 and
                      Section 3.1.2;

                             (d)  transfers resulting from any casualty or
                      condemnation of property or assets; or

                             (e)  the sale or discount of overdue accounts
                      receivable in the ordinary course of business, but only
                      in connection with the compromise or collection thereof.

                      SECTION 7.2.10.  Modification of Certain Agreements.
Without the prior written consent of the Required Lenders, the Company will
not, and will not permit any of its Subsidiaries to, consent to any amendment,
supplement, amendment and restatement, waiver or other modification of any of
the terms or provisions contained in, or applicable to, the Preferred Stock,
the Discount Debentures or the Subordinated Notes or any Material Document or
any schedules, exhibits or agreements related thereto (the "Restricted





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Agreements"), in each case which would materially adversely affect the rights
or remedies of the Lenders or the Company's or any other Obligor's ability to
perform hereunder or under any Loan Document, or materially increase the
obligations of the Company or any Subsidiary thereunder to the detriment of the
Lenders, or which would increase the cash consideration payable in respect of
the Merger or, in the case of the Merger Agreement, which would increase the
Company's or any of its Subsidiaries' obligations or liabilities, contingent or
otherwise (other than adjustments to the cash consideration payable in respect
of the Merger made pursuant to the terms of the Merger Agreement).

                      SECTION 7.2.11.  Transactions with Affiliates.  The
Company will not, and will not permit any of its Subsidiaries to, enter into,
or cause, suffer or permit to exist any arrangement or contract with any of its
other Affiliates (other than any Obligor or any other Subsidiary of the
Company) unless such arrangement or contract is fair and equitable to the
Company or such Subsidiary and is an arrangement or contract of the kind which
would be entered into by a prudent Person in the position of the Company or
such Subsidiary with a Person which is not one of its Affiliates; provided,
however that the Company and its Subsidiaries shall be permitted to (i) enter
into and perform their obligations, or take any other actions contemplated or
permitted under the Transaction Documents, (ii) make any Restricted Payment
permitted under Section 7.2.6 and (iii) enter into and perform their
obligations under arrangements with DLJ and its Affiliates for underwriting,
investment banking and advisory services (including payments of the fee in
respect of advisory services pursuant to clause (c)(i) of Section 7.2.6) on
usual and customary terms, (iv) make payment of reasonable and customary fees
and reimbursement of expenses payable to directors of Holdco, and (v) enter
into employment arrangements with respect to the procurement of services of
directors, officers and employees in the ordinary course of business and pay
reasonable fees in connection therewith.

                      SECTION 7.2.12.  Negative Pledges, Restrictive
Agreements, etc.  The Company will not, and will not permit any of its
Subsidiaries to, enter into any agreement (other than the Loan Documents)
prohibiting

                             (a)  (i) the creation or assumption of any Lien
                      upon its properties, revenues or assets, whether now
                      owned or hereafter acquired (other than, (A) in the case
                      of any assets acquired with the proceeds of any
                      Indebtedness permitted under clause (c) of Section 7.2.2
                      or subject to Capitalized Lease Liabilities permitted
                      under such clause (c), customary limitations and
                      prohibitions contained in such Indebtedness), (B) in the
                      case of any Indebtedness permitted under clauses (g),
                      (h), (i), (j) and (l) of Section 7.2.2, customary
                      limitations in respect of the Subsidiary of the Company
                      that has incurred such Indebtedness and its assets;
                      provided, that such limitations shall be





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                      limited solely to such Subsidiary (and any of its
                      Subsidiaries) and its (and their) assets and (C) in the
                      case of any accounts receivable and related assets that
                      are the subject of a Receivables Transaction,
                      prohibitions on the creation of Liens on such accounts
                      receivable and related assets), or (ii) the ability of
                      the Company or any other Obligor to amend or otherwise
                      modify this Agreement or any other Loan Document; or

                             (b)  any Subsidiary from making any payments,
                      directly or indirectly, to the Company by way of
                      dividends, advances, repayments of loans or advances,
                      reimbursements of management and other intercompany
                      charges, expenses and accruals or other returns on
                      investments, or any other agreement or arrangement which
                      restricts the ability of any such Subsidiary to make any
                      payment, directly or indirectly, to the Company (other
                      than (A) customary limitations and prohibitions in any
                      Indebtedness permitted under clauses (b), (g), (h), (i),
                      (j) and (l) of Section 7.2.2 that are applicable to the
                      Subsidiary of the Company that has incurred such
                      Indebtedness and its assets; provided, that such
                      limitations shall be limited solely to such Subsidiary
                      (and any of its Subsidiaries) and its (and their) assets
                      and (B) any such limitations and prohibitions applicable
                      to any Receivables Subsidiary arising in connection with
                      any Receivables Transaction).

                      SECTION 7.2.13.  Stock of Subsidiaries.  The Company will
not permit any Subsidiary to issue any Capital Stock (whether for value or
otherwise) to any Person other than the Company or another wholly-owned
Subsidiary of the Company.

                      SECTION 7.2.14.  Sale and Leaseback.  The Company will
not, and will not permit any of its Subsidiaries to, enter into any agreement
or arrangement with any other Person providing for the leasing by the Company
or any of its Subsidiaries of real or personal property which has been or is to
be sold or transferred by the Company or any of its Subsidiaries to such other
Person or to any other Person to whom funds have been or are to be advanced by
such Person on the security of such property or rental obligations of the
Company or any of its Subsidiaries.

                      SECTION 7.2.15.  Designation of Senior Indebtedness.  The
Company will not, and will not permit Thermadyne Capital Corp. to, designate
any Indebtedness as "Designated Senior Indebtedness" pursuant to clause (b) of
the definition of such term in the Indenture, dated as of May 22, 1998 (the
"Subordinated Note Indenture"), by and among the Company, Thermadyne Capital
Corp. and State Street Bank and Trust Company, with respect to the Subordinated
Notes, without the consent of the Required Lenders.





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                                  ARTICLE VIII

                               EVENTS OF DEFAULT

                      SECTION 8.1.  Listing of Events of Default.  Each of the
following events or occurrences described in this Section 8.1 shall constitute
an "Event of Default".

                      SECTION 8.1.1.  Non-Payment of Obligations.  (a)  Any
Borrower shall default in the payment or prepayment of any principal of any
Loan when due or any Reimbursement Obligations or any deposit of cash for
collateral purposes pursuant to Section 2.8.4, as the case may be, or (b) any
Obligor (including any Borrower) shall default (and such default shall continue
unremedied for a period of three Business Days) in the payment when due of any
interest or commitment fee with respect to the Loans or Commitments or of any
other monetary Obligation.

                      SECTION 8.1.2.  Breach of Warranty.  Any representation
or warranty of the Company or any other Obligor made or deemed to be made
hereunder or in any other Loan Document executed by it or any other writing or
certificate (including the Closing Date Certificate) furnished by or on behalf
of the Company or any other Obligor to the Agents, any Issuer, the Arranger or
any Lender for the purposes of or in connection with this Agreement or any such
other Loan Document (including any certificates delivered pursuant to Article
V) is or shall be incorrect when made in any material respect.

                      SECTION 8.1.3.  Non-Performance of Certain Covenants and
Obligations.  The Company shall default in the due performance and observance
of any of its obligations under Sections 7.1.9, 7.1.10, 7.1.11, 7.1.12, 7.1.13
or 7.2 (other than Section 7.2.1).

                      SECTION 8.1.4.  Non-Performance of Other Covenants and
Obligations.  Any Obligor shall default in the due performance and observance
of any other agreement contained herein or in any other Loan Document executed
by it, and such default shall continue unremedied for a period of 30 days after
notice thereof shall have been given to the Company by the Administrative Agent
at the direction of the Required Lenders.

                      SECTION 8.1.5.  Default on Other Indebtedness.  A default
shall occur (i) in the payment when due (subject to any applicable grace
period), whether by acceleration or otherwise, of any Indebtedness, other than
Indebtedness described in Section 8.1.1, of the Company or any of its
Subsidiaries or Holdco having a principal amount, individually or in the
aggregate, in excess of $10,000,000, or (ii) a default shall occur in the
performance or observance of any obligation or condition with respect to such
Indebtedness having a





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principal amount, individually or in the aggregate, in excess of $10,000,000 if
the effect of such default is to accelerate the maturity of any such
Indebtedness or such default shall continue unremedied for any applicable
period of time sufficient to permit the holder or holders of such Indebtedness,
or any trustee or agent for such holders, to cause such Indebtedness to become
due and payable prior to its expressed maturity.

                      SECTION 8.1.6.  Judgments.  Any judgment or order for the
payment of money in excess of $10,000,000 (not covered by insurance from a
responsible insurance company that is not denying its liability with respect
thereto) shall be rendered against the Company or any of its  Subsidiaries or
Holdco and remain unvacated and unpaid and either

                             (a)  enforcement proceedings shall have been
                      commenced by any creditor upon such judgment or order; or

                             (b)  there shall be any period of 30 consecutive
                      days during which a stay of enforcement of such judgment
                      or order, by reason of a pending appeal or otherwise,
                      shall not be in effect.

                      SECTION 8.1.7.  Pension Plans.  Any of the following
events shall occur with respect to any Pension Plan

                             (a)  the termination of any Pension Plan if, as a
                      result of such termination, the  Company would be
                      required to make a contribution to such Pension Plan, or
                      would reasonably expect to incur a liability or
                      obligation to such Pension Plan, in excess of
                      $10,000,000; or

                             (b)  a contribution failure occurs with respect to
                      any Pension Plan sufficient to give rise to a Lien under
                      section 302(f) of ERISA in an amount in excess of
                      $10,000,000.

                      SECTION 8.1.8.  Change in Control.  Any Change in Control
shall occur.

                      SECTION 8.1.9.  Bankruptcy, Insolvency, etc.  The
Company, any other Obligor or any other Subsidiaries of the Company (other than
Immaterial Subsidiaries) shall

                             (a)  become insolvent or generally fail to pay, or
                      admit in writing its inability to pay its debts as they
                      become due;





                                      147
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                             (b)  apply for, consent to, or acquiesce in, the
                      appointment of a trustee, receiver, sequestrator or other
                      custodian for the Company or any of its Subsidiaries
                      (other than Immaterial Subsidiaries which are not
                      Obligors) or any other Obligor or any material property
                      of any thereof, or make a general assignment for the
                      benefit of creditors;

                             (c)  in the absence of such application, consent,
                      acquiescence or assignment, permit or suffer to exist the
                      appointment of a trustee, receiver, sequestrator or other
                      custodian for the Company or any of its Subsidiaries
                      (other than Immaterial Subsidiaries which are not
                      Obligors) or any other Obligor or for a substantial part
                      of the property of any thereof, and such trustee,
                      receiver, sequestrator or other custodian shall not be
                      discharged within 60 days, provided that the Company,
                      each Subsidiary and each other Obligor hereby expressly
                      authorizes the Agents, each Issuer and each Lender to
                      appear in any court conducting any relevant proceeding
                      during such 60-day period to preserve, protect and defend
                      their rights under the Loan Documents;

                             (d)  permit or suffer to exist the commencement of
                      any bankruptcy, reorganization, debt arrangement or other
                      case or proceeding under any bankruptcy or insolvency
                      law, or any dissolution, winding up or liquidation
                      proceeding, in respect of the Company or any of its
                      Subsidiaries (other than Immaterial Subsidiaries which
                      are not Obligors) or any other Obligor, and, if any such
                      case or proceeding is not commenced by the Company or
                      such Subsidiary or such other Obligor, such case or
                      proceeding shall be consented to or acquiesced in by the
                      Company or such Subsidiary or such other Obligor or shall
                      result in the entry of an order for relief or shall
                      remain for 60 days undismissed, provided that the
                      Company, each Subsidiary and each other Obligor hereby
                      expressly authorizes the Agents, each Issuer and each
                      Lender to appear in any court conducting any such case or
                      proceeding during such 60-day period to preserve, protect
                      and defend their rights under the Loan Documents; or

                             (e)  take any action (corporate or otherwise)
                      authorizing, or in furtherance of, any of the foregoing.

                      SECTION 8.1.10.  Impairment of Security, etc.  Any Loan
Document, or any Lien granted thereunder, shall (except in accordance with its
terms or pursuant to an agreement of the parties thereto), in whole or in part,
terminate, cease to be in full force and effect or cease to be the legally
valid, binding and enforceable obligation of any Obligor party thereto; the
Company or any other Obligor shall, directly or indirectly, contest in any
manner the effectiveness, validity, binding nature or enforceability thereof;
or any Lien securing any Obligation shall, in whole or in part, cease to be a
perfected first priority Lien, subject only





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to those exceptions expressly permitted by the Loan Documents, except to the
extent any event referred to above (a) relates to assets of the Company or any
of its Immaterial Subsidiaries, (b) results from the failure of the
Administrative Agent to maintain possession of certificates representing
securities pledged under any Pledge Agreement or to file continuation
statements under the Uniform Commercial Code of any applicable jurisdiction or
(c) is covered by a lender's title insurance policy and the relevant insurer
promptly after the occurrence thereof shall have acknowledged in writing that
the same is covered by such title insurance policy.

                      SECTION 8.1.11.  Subordinated Notes.  The subordination
provisions relating to the Subordinated Notes (the "Subordination Provisions")
shall fail to be enforceable by the Lenders (which have not effectively waived
the benefits thereof) in accordance with the terms thereof, or the principal or
interest on any Loan, Reimbursement Obligation or other Obligations shall fail
to constitute "Senior Indebtedness" or "Designated Senior Indebtedness" (as
defined in the Subordinated Note Indenture); or the Company or any of its
Subsidiaries shall, directly or indirectly, disavow or contest in any manner
(i) the effectiveness, validity or enforceability of any of the Subordination
Provisions, or (ii) that any of such Subordination Provisions exist for the
benefit of the Agents and the Lenders.

                      SECTION 8.2.  Action if Bankruptcy, etc.  If any Event of
Default described in clauses (b), (c) and (d) of Section 8.1.9 shall occur with
respect to any Obligor (other than Immaterial Subsidiaries) the Commitments (if
not theretofore terminated) shall automatically terminate and the outstanding
principal amount of all outstanding Loans and all other Obligations (including
Reimbursement Obligations) shall automatically be and become immediately due
and payable, without notice or demand and the Company shall automatically and
immediately be obligated to deposit with the Administrative Agent cash
collateral in an amount equal to all Letter of Credit Outstandings.

                      SECTION 8.3.  Action if Other Event of Default.  If any
Event of Default (other than an Event of Default described in clauses (b), (c)
and (d) of Section 8.1.9) shall occur for any reason, whether voluntary or
involuntary, and be continuing, the Administrative Agent, upon the direction of
the Required Lenders, shall by notice to the Company declare all or any portion
of the outstanding principal amount of the Loans and other Obligations
(including Reimbursement Obligations) to be due and payable, require the
applicable Borrowers to provide cash collateral (in the relevant Currency) to
be deposited with the Administrative Agent in an amount equal to the undrawn
amount of all Letters of Credit outstanding and/or declare the Commitments (if
not theretofore terminated) to be terminated, whereupon the full unpaid amount
of such Loans and other Obligations which shall be so declared due and payable
shall be and become immediately due and payable, without further notice, demand
or





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presentment, and/or, as the case may be, the Commitments shall terminate and
applicable Borrowers shall deposit with the Administrative Agent cash
collateral (in the relevant Currency) in an amount equal to all Letters of
Credit Outstandings.


                                   ARTICLE IX

                                   THE AGENTS

                      SECTION 9.1.  Actions.  Each Lender hereby appoints DLJ
as its Syndication Agent and ABN AMRO as its Administrative Agent under and for
purposes of this Agreement and each other Loan Document.  Each Lender
authorizes the Agents to act on behalf of such Lender under this Agreement and
each other Loan Document and, in the absence of other written instructions from
the Required Lenders received from time to time by the Agents (with respect to
which each of the Agents agrees that it will comply, except as otherwise
provided in this Section or as otherwise advised by counsel), to exercise such
powers hereunder and thereunder as are specifically delegated to or required of
the Agents by the terms hereof and thereof, together with such powers as may be
reasonably incidental thereto.  Each Lender authorizes the Administrative Agent
to act on behalf of such Lender as "Administrative Agent" pursuant to the
Intercreditor Agreement.  Each Lender hereby indemnifies (which indemnity
shall survive any termination of this Agreement) the Agents, ratably in
accordance with their respective Term Loans outstanding and Commitments (or, if
no Term Loans or Commitments are at the time outstanding and in effect, then
ratably in accordance with the principal amount of Term Loans held by such
Lender, and their respective Commitments as in effect in each case on the date
of the termination of this Agreement), from and against any and all
liabilities, obligations, losses, damages, claims, costs or expenses of any
kind or nature whatsoever which may at any time be imposed on, incurred by, or
asserted against, either of the Agents in any way relating to or arising out of
this Agreement and any other Loan Document, including reasonable attorneys'
fees, and as to which any Agent is not reimbursed by the Company or any other
Obligor (and without limiting the obligation of the Company or any other
Obligor to do so); provided, however, that no Lender shall be liable for the
payment of any portion of such liabilities, obligations, losses, damages,
claims, costs or expenses which are determined by a court of competent
jurisdiction in a final proceeding to have resulted solely from such Agent's
gross negligence or willful misconduct.  The Agents shall not be required to
take any action hereunder or under any other Loan Document, or to prosecute or
defend any suit in respect of this Agreement or any other Loan Document, unless
it is indemnified hereunder to its satisfaction.  If any indemnity in favor of
either of the Agents shall be or become, in such Agent's determination,
inadequate, the Agent may call for additional indemnification from the Lenders
and cease to do the acts indemnified against hereunder until such additional
indemnity is given.





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                      SECTION 9.2.  Funding Reliance, etc.  Unless the
Administrative Agent shall have been notified by telephone, confirmed in
writing, by any Lender by 5:00 p.m., New York time, on the day prior to a
Borrowing or Disbursement with respect to a Letter of Credit pursuant to
Section 2.8.2 that such Lender will not make available the amount  which would
constitute its Percentage of such Borrowing on the date specified therefor, the
Administrative Agent may assume that such Lender has made such amount available
to the Administrative Agent and, in reliance upon such assumption, make
available to the applicable Borrower a corresponding amount.  If and to the
extent that such Lender shall not have made such amount available to the
Administrative Agent, such Lender severally agrees and the applicable Borrower
agrees to repay the Administrative Agent forthwith on demand such corresponding
amount together with interest thereon, for each day from the date the
Administrative Agent made such amount available to such Borrower to the date
such amount is repaid to the Administrative Agent, at the interest rate
applicable at the time to Loans comprising such Borrowing.

                      SECTION 9.3.  Exculpation.  None of the Agents or the
Arranger nor any of their respective directors, officers, employees or agents
shall be liable to any Lender for any action taken or omitted to be taken by it
under this Agreement or any other Loan Document, or in connection herewith or
therewith, except for its own willful misconduct or gross negligence, nor
responsible for any recitals or warranties herein or therein, nor for the
effectiveness, enforceability, validity or due execution of this Agreement or
any other Loan Document, nor for the creation, perfection or priority of any
Liens purported to be created by any of the Loan Documents, or the validity,
genuineness, enforceability, existence, value or sufficiency of any collateral
security, nor to make any inquiry respecting the performance by any Borrower of
its obligations hereunder or under any other Loan Document.  Any such inquiry
which may be made by any Agent or any Issuer shall not obligate it to make any
further inquiry or to take any action.  The Agents and the Issuers shall be
entitled to rely upon advice of counsel concerning legal matters and upon any
notice, consent, certificate, statement or writing which the Agents or the
Issuers, as applicable, believe to be genuine and to have been presented by a
proper Person.

                      SECTION 9.4.  Successor.  The Syndication Agent may
resign as such upon one Business Day's notice to the Company and the
Administrative Agent.  The Administrative Agent may resign as such at any time
upon at least 30 days' prior notice to the Company and all Lenders.  If the
Administrative Agent at any time shall resign, the Required Lenders may, with
the prior consent of the Company (which consent shall not be unreasonably
withheld),





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appoint another Lender as a successor Administrative Agent which shall
thereupon become the Administrative Agent hereunder.  If no successor
Administrative Agent shall have been so appointed by the Required Lenders, and
shall have accepted such appointment, within 30 days after the retiring
Administrative Agent's giving notice of resignation, then the retiring
Administrative Agent may, on behalf of the Lenders, appoint a successor
Administrative Agent, which shall be one of the Lenders or a commercial banking
institution organized under the laws of the United States or a United States
branch or agency of a commercial banking institution, and having a combined
capital and surplus of at least $500,000,000.  Upon the acceptance of any
appointment as Administrative Agent hereunder by a successor Administrative
Agent, such successor Administrative Agent shall be entitled to receive from
the retiring Administrative Agent such documents of transfer and assignment as
such successor Administrative Agent may reasonably request, and shall thereupon
succeed to and become vested with all rights, powers, privileges and duties of
the retiring Administrative Agent, and the retiring Administrative Agent shall
be discharged from its duties and obligations under this Agreement.  After any
retiring Administrative Agent's resignation hereunder as the Administrative
Agent, the provisions of

                             (a)  this Article IX shall inure to its benefit as
                      to any actions taken or omitted to be taken by it while
                      it was the Administrative Agent under this Agreement; and

                             (b)  Section 11.3 and Section 11.4 shall continue
                      to inure to its benefit.

                      SECTION 9.5.  Credit Extensions by Each Agent and Issuer.
Each Agent and each Issuer shall have the same rights and powers with respect
to (i) in the case of the Agents, the Credit Extensions made by it or any of
its Affiliates and (ii) in the case of any Issuer, the Loans made by it or any
of its Affiliates as any other Lender and may exercise the same as if it were
not an Agent or an Issuer.  Each Agent, each Issuer and each of their
respective Affiliates may accept deposits from, lend money to, and generally
engage in any kind of business with any Borrower or any Subsidiary or Affiliate
of any Borrower as if such Agent or Issuer were not an Agent or Issuer
hereunder.

                      SECTION 9.6.  Credit Decisions.  Each Lender acknowledges
that it has, independently of each Agent, the Arranger, each Issuer and each
other Lender, and based on such Lender's review of the financial information of
the Borrowers, this Agreement, the other Loan Documents (the terms and
provisions of which being satisfactory to such Lender) and such other
documents, information and investigations as such Lender has deemed
appropriate, made its own credit decision to extend its Commitments.  Each
Lender also acknowledges that it will, independently of each Agent, the
Arranger, each Issuer and each other Lender, and based on such other documents,
information and investigations as it shall





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deem appropriate at any time, continue to make its own credit decisions as to
exercising or not exercising from time to time any rights and privileges
available to it under this Agreement or any other Loan Document.

                      SECTION 9.7.  Copies, etc.  The Administrative Agent
shall give prompt notice to each Lender of each notice or request required or
permitted to be given to the Administrative Agent by any Borrower pursuant to
the terms of this Agreement (unless concurrently delivered to the Lenders by
such Borrower).  The Administrative Agent will distribute to each Lender each
document or instrument received for such Lender's account and copies of all
other communications received by the Administrative Agent from any Borrower for
distribution to the Lenders by the Administrative Agent in accordance with the
terms of this Agreement.

                      SECTION 9.8.  The Syndication Agent, the Documentation
Agent and the Administrative Agent.  Notwithstanding anything else to the
contrary contained in this Agreement or any other Loan Document, the
Syndication Agent, the Documentation Agent and the Administrative Agent, each
in such capacity, shall have no duties or responsibilities under this Agreement
or any other Loan Document nor any fiduciary relationship with any Lender, and
no implied covenants, functions, responsibilities, duties, obligations or
liabilities shall be read into this Agreement or otherwise exist against  the
Syndication Agent, the Documentation Agent or the Administrative Agent, as
applicable, in such capacity except, in the case of the Agents,  as are
explicitly set forth herein or in the other Loan Documents.


                                   ARTICLE X

                                COMPANY GUARANTY

                      SECTION 10.1.  Guaranty.  The Company hereby absolutely,
unconditionally and irrevocably

                             (a)  guarantees the full and punctual payment when
                      due, whether at stated maturity, by required prepayment,
                      declaration, acceleration, demand or otherwise, of all
                      Obligations of each Foreign Borrower and each other
                      Obligor now or hereafter existing under this Agreement
                      and each other Loan Document to which such Foreign
                      Borrower and each other Obligor is or may become a party,
                      whether for principal, interest, fees, expenses or
                      otherwise (including all such amounts which would become
                      due but for the operation of the automatic stay under
                      Section 362(a) of the United





                                      153
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                      States Bankruptcy Code, 11 U.S.C. Section 362(a), and the
                      operation of Sections 502(b) and 506(b) of the United
                      States Bankruptcy Code, 11 U.S.C. Section 502(b) and
                      Section 506(b)), and

                             (b)  indemnifies and holds harmless each Lender
                      for any and all costs and expenses (including reasonable
                      attorney's fees and expenses) incurred by such Lender or
                      such holder, as the case may be, in enforcing any rights
                      under this Article X;

This Article X constitutes a guaranty of payment when due and not of
collection, and the Company specifically agrees that it shall not be necessary
or required that any Lender exercise any right, assert any claim or demand or
enforce any remedy whatsoever against any Foreign Borrower or any other Obligor
(or any other Person) before or as a condition to the obligations of the
Company hereunder.

                      SECTION 10.2.  Acceleration of Obligations Hereunder.
The Company agrees that, in the event of the dissolution or insolvency of any
Foreign Borrower or any other Obligor, or the inability or failure of any
Foreign Borrower or any other Obligor to pay its debts as they become due, or
an assignment by any Foreign Borrower or any other Obligor for the benefit of
creditors, or the commencement of any case or proceeding in respect of any
Foreign Borrower or any other Obligor under any bankruptcy, insolvency or
similar laws, and if such event shall occur at a time when any of the
Obligations of any Foreign Borrower or any other Obligor may not then be due
and payable, the Company agrees that it will pay to the Lenders forthwith the
full amount which would be payable hereunder by such Foreign Borrower if all
such Obligations were then due and payable.  The foregoing provisions of this
Section 10.2 shall not be applicable if the dissolution, insolvency or other
events described above relate to an Immaterial Subsidiary.

                      SECTION 10.3.  Obligations Hereunder Absolute, etc.  The
obligations of the Company under this Article X shall in all respects be a
continuing, absolute, unconditional and irrevocable guaranty of payment, and
shall remain in full force and effect until all Obligations of all Foreign
Borrowers and each other Obligor have been paid in full and all Commitments
shall have terminated.  The Company guarantees that the Obligations of the
Foreign Borrowers and each other Obligor will be paid strictly in accordance
with the terms of this Agreement and each other Loan Document under which they
arise, regardless of any law, regulation or order now or hereafter in effect in
any jurisdiction affecting any of such terms or the rights of any Lender or any
holder of any Note with respect thereto.  The liability of the Company under
this Article X shall be absolute, unconditional and irrevocable irrespective
of:





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                             (a)  any lack of validity, legality or
                      enforceability of other provisions of this Agreement or
                      any other Loan Document;

                             (b)  the failure of any Lender

                                  (i)  to assert any claim or demand or to
                             enforce any right or remedy against any Foreign
                             Borrower, any other Obligor or any other Person
                             (including any other guarantor) under the
                             provisions of this Agreement, any other Loan
                             Document or otherwise, or

                                  (ii)  to exercise any right or remedy against
                             any other guarantor of, or collateral securing,
                             any Obligations of any Foreign Borrower or any
                             other Obligor;

                             (c)  any change in the time, manner or place of
                      payment of, or in any other term of, all or any of the
                      Obligations of any Foreign Borrower or any other Obligor,
                      or any other extension, compromise or renewal of any
                      Obligation of any Foreign Borrower or any other Obligor;

                             (d)  any reduction, limitation, impairment or
                      termination of any Obligation of any Foreign Borrower or
                      any other Obligor for any reason, including any claim of
                      waiver, release, surrender, alteration or compromise, and
                      shall not be subject to (and the Company hereby waives
                      any right to or claim of) any defense or setoff,
                      counterclaim, recoupment or termination whatsoever by
                      reason of the invalidity, illegality, nongenuineness,
                      irregularity, compromise, unenforceability of, or any
                      other event or occurrence affecting, any Obligation of
                      any Foreign Borrower, any other Obligor or otherwise;

                             (e)  any amendment to, rescission, waiver, or
                      other modification of, or any consent to departure from,
                      any of the other terms of this Agreement or any other
                      Loan Document;

                             (f)  any addition, exchange, release, surrender or
                      non-perfection of any collateral, or any amendment to or
                      waiver or release or addition of, or consent to departure
                      from, any other guaranty, held by any Lender securing any
                      of the Obligations of any Foreign Borrower or any other
                      Obligor; or





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                             (g)  any other circumstance which might otherwise
                      constitute a defense available to, or a legal or
                      equitable discharge of, any Foreign Borrower, any other
                      Obligor, any surety or any guarantor.

                      SECTION 10.4.  Reinstatement, etc.  The Company agrees
that this Article X shall continue to be effective or be reinstated, as the
case may be, if at any time any payment (in whole or in part) of any of the
Obligations of any Foreign Borrower or any other Obligor is rescinded or must
otherwise be restored by any Lender upon the insolvency, bankruptcy or
reorganization of any Foreign Borrower or any other Obligor or otherwise, all
as though such payment had not been made.

                      SECTION 10.5.  Waiver, etc.  The Company hereby waives
promptness, diligence, notice of acceptance and any other notice with respect
to any of the Obligations of the Foreign Borrowers or any other Obligor and
this Article X and any requirement that the Administrative Agent and any other
Lender protect, secure or perfect or insure any security interest or Lien, or
any property subject thereto, or exhaust any right or take any action against
any Foreign Borrower, any other Obligor or any other Person (including any
other guarantor) or entity or any collateral securing the Obligations of the
Foreign Borrowers or any other Obligor, as the case may be.

                      SECTION 10.6.  Postponement of Subrogation. The Company
agrees that it will not exercise any rights which it may acquire by way of
subrogation under this Article X, by any payment made hereunder or otherwise,
until the prior payment, in full and in cash, of all Obligations of the Foreign
Borrowers and each other Obligor.  Any amount paid to the Company on account of
any such subrogation rights prior to the payment in full of all Obligations of
the Foreign Borrowers and each other Obligor shall be held in trust for the
benefit of the Lenders and shall immediately be paid to the Lenders and
credited and applied against the Obligations of the Foreign Borrowers and each
other Obligor whether matured or unmatured, in accordance with the terms of
this Agreement; provided, however, that if all Obligations of the Foreign
Borrowers and each other Obligor have been paid in full and all Commitments
have been permanently terminated, each Lender agrees that, at the Company's
request, the Lenders will execute and deliver to the Company appropriate
documents (without recourse and without representation or warranty) necessary
to evidence the transfer by subrogation to the Company of an interest in the
Obligations of the Foreign Borrowers and each other Obligor resulting from such
payment by the Company.  In furtherance of the foregoing, for so long as any
Obligations of any Foreign Borrowers or any Commitments remain outstanding, the
Company shall refrain from taking any action or commencing any proceeding
against any Foreign Borrower or any other Obligor (or its successors or
assigns),





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whether in connection with a bankruptcy proceeding or otherwise to recover any
amounts in respect of payments made under this Article X to any Lender.

                      SECTION 10.7.  Successors, Transferees and Assigns;
Transfers of Notes, etc.  Without limiting the generality of Section 11.11, any
Lender may assign or otherwise transfer (in whole or in part) any Obligation of
any Foreign Borrower held by it to any other Person or entity, and such other
Person or entity shall thereupon become vested with all rights and benefits in
respect thereof granted to such Lender under any Loan Document (including this
Article X) or otherwise, subject, however, to any contrary provisions in such
assignment or transfer, and to the provisions of Section 11.11 and Article IX
of this Agreement.


                                   ARTICLE XI

                            MISCELLANEOUS PROVISIONS

                      SECTION 11.1.  Waivers, Amendments, etc.  The provisions
of this Agreement and of each other Loan Document may from time to time be
amended, modified or waived, if such amendment, modification or waiver is in
writing and consented to by the Company and each Obligor party thereto and by
the Required Lenders; provided, however, that no such amendment, modification
or waiver which would:

                             (a)  modify any requirement hereunder that any
                      particular action be taken by all the Lenders or by the
                      Required Lenders shall be effective unless consented to
                      by each Lender;

                             (b)  modify this Section 11.1, or clause (a) of
                      Section 11.10, change the definitions of "Required
                      Lenders" or "Total Exposure Amount", increase any
                      Commitment Amount or the Percentage of any Lender (other
                      than pursuant to clause (g) of Section 2.1.2), reduce any
                      fees described in Section 3.3 (other than the
                      administration fee referred to in Section 3.3.2), release
                      any material Subsidiary Co-Obligor from its obligations
                      under the Subsidiary Co-Obligation Agreement and
                      Guaranty, Holdco from its obligations under the Holdco
                      Guaranty and Pledge Agreement, or the Company from its
                      obligations under Article X hereof, or all or
                      substantially all of the collateral security (except in
                      each case as otherwise specifically provided in this
                      Agreement, the Subsidiary Co-Obligation Agreement and
                      Guaranty, a Security Agreement or a Pledge Agreement) or
                      extend any Commitment Termination Date, shall be made
                      without the consent of each Lender adversely affected
                      thereby;





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                             (c)  extend the due date for, or reduce the amount
                      of, any scheduled repayment of principal of or interest
                      on or fees payable in respect of any Loan or reduce the
                      principal amount of or rate of interest on or fees
                      payable in respect of any Loan or any Reimbursement
                      Obligations (which shall in each case include the
                      conversion of all or any part of the Obligations into
                      equity of any Obligor), shall be made without the consent
                      of the Lender which has made such Loan or, in the case of
                      a Reimbursement Obligation, the Issuer owed, and those
                      Lenders participating in, such Reimbursement Obligation;

                             (d)  affect adversely the interests, rights or
                      obligations of any Agent, any Issuer or the Arranger (in
                      its capacity as Agent, Issuer or Arranger), unless
                      consented to by such Agent, Issuer or Arranger, as the
                      case may be;

                             (e)  have the effect (either immediately or at
                      some later time) of enabling any Borrower to satisfy a
                      condition precedent to the making of a Revolving Loan or
                      the issuance of a Letter of Credit without the consent of
                      Lenders holding at least 51% of the Revolving Loan
                      Commitments; or

                             (f)  amend, modify or waive the provisions of
                      clause (a)(i) of Section 3.1.1 or clause (b) of Section
                      3.1.2 or effect any amendment, modification or waiver
                      that by its terms adversely affects the rights of Lenders
                      participating in any Tranche differently from those of
                      Lenders participating in other Tranches, without the
                      consent of the holders of at least 51% of the aggregate
                      amount of Loans outstanding under the Tranche or Tranches
                      affected by such amendment, modification or waiver, or,
                      in the case of an amendment, modification or waiver
                      affecting any Tranche or Tranches of Revolving Loan
                      Commitments, the Lenders holding at least 51% of the
                      Revolving Loan Commitments in respect of such Tranche or
                      Tranches.

No failure or delay on the part of any Agent, any Issuer or any Lender in
exercising any power or right under this Agreement or any other Loan Document
shall operate as a waiver thereof, nor shall any single or partial exercise of
any such power or right preclude any other or further exercise thereof or the
exercise of any other power or right.  No notice to or demand on any Borrower
in any case shall entitle it to any notice or demand in similar or other
circumstances.  No waiver or approval by any Agent, any Issuer or any Lender
under this Agreement or any other Loan Document shall, except as may be
otherwise stated in such waiver or approval, be applicable to subsequent
transactions.  No waiver or approval hereunder shall require any similar or
dissimilar waiver or approval thereafter to be granted hereunder.





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                      SECTION 11.2.  Notices.  All notices and other
communications provided to any party hereto under this Agreement or any other
Loan Document shall be in writing or by facsimile and addressed, delivered or
transmitted to such party at its address or facsimile number set forth on
Schedule II hereto or, in the case of a Lender that becomes a party hereto
after the date hereof, as set forth in the Lender Assignment Agreement pursuant
to which such Lender becomes a Lender hereunder or at such other address or
facsimile number as may be designated by such party in a notice to the other
parties.  Any notice, if mailed and properly addressed with postage prepaid or
if properly addressed and sent by pre-paid courier service, shall be deemed
given when received; any notice, if transmitted by facsimile, shall be deemed
given when transmitted (and telephonic confirmation of receipt thereof has been
received).

                      SECTION 11.3.  Payment of Costs and Expenses.  The
Company agrees to pay on demand all reasonable expenses of each of the Agents
(including the reasonable fees and out-of-pocket expenses of a single counsel
to the Agents and of local or foreign counsel, if any, who may be retained by
counsel to the Agents) in connection with

                             (a)  the syndication by the Syndication Agent and
                      the Arranger of the Loans, the negotiation, preparation,
                      execution and delivery of this Agreement and of each
                      other Loan Document, including schedules and exhibits,
                      and any amendments, waivers, consents, supplements or
                      other modifications to this Agreement or any other Loan
                      Document as may from time to time hereafter be required,
                      whether or not the transactions contemplated hereby are
                      consummated;

                             (b)  the filing, recording, refiling or
                      rerecording of each Mortgage, each Pledge Agreement and
                      each Security Agreement and/or any Uniform Commercial
                      Code financing statements relating thereto and all
                      amendments, supplements and modifications to any thereof
                      and any and all other documents or instruments of further
                      assurance required to be filed or recorded or refiled or
                      rerecorded by the terms hereof or of such Mortgage,
                      Pledge Agreement or Security Agreement; and

                             (c)  the preparation and review of the form of any
                      document or instrument relevant to this Agreement or any
                      other Loan Document.

The Company further agrees to pay, and to save the Agents, the Issuers and the
Lenders harmless from all liability for, any stamp or other similar taxes which
may be payable in connection with the execution or delivery of this Agreement,
the Credit Extensions made hereunder or the issuance of any Notes or Letters of
Credit or any other Loan Documents.  The Company also agrees to reimburse each
Agent, each Issuer and each Lender upon





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demand for all reasonable out-of-pocket expenses (including reasonable
attorneys' fees and legal expenses) incurred by such Agent, such Issuer or such
Lender in connection with (x) the negotiation of any restructuring or
"work-out", whether or not consummated, of any Obligations and (y) the
enforcement of any Obligations.

                      SECTION 11.4.  Indemnification.  In consideration of the
execution and delivery of this Agreement by each Lender and the extension of
the Commitments, the Company hereby, to the fullest extent permitted under
applicable law, indemnifies, exonerates and holds each Agent, each Issuer, the
Arranger and each Lender and each of their respective Affiliates, and each of
their respective partners, officers, directors, employees and agents, and each
other Person controlling any of the foregoing within the meaning of either
Section 15 of the Securities Act of 1933, as amended, or Section 20 of the
Securities Exchange Act of 1934, as amended (collectively, the "Indemnified
Parties"), free and harmless from and against any and all actions, causes of
action, suits, losses, costs, liabilities and damages, and expenses actually
incurred in connection therewith (irrespective of whether any such Indemnified
Party is a party to the action for which indemnification hereunder is sought),
including reasonable attorneys' fees and disbursements (collectively, the
"Indemnified Liabilities"), incurred by the Indemnified Parties or any of them
as a result of, or arising out of, or relating to

                             (a)  any transaction financed or to be financed in
                      whole or in part, directly or indirectly, with the
                      proceeds of any Credit Extension;

                             (b)  the entering into and performance of this
                      Agreement and any other Loan Document by any of the
                      Indemnified Parties (excluding any successful action
                      brought by or on behalf of any Borrower as the result of
                      any failure by any Lender to make any Credit Extension
                      hereunder);

                             (c)  any investigation, litigation or proceeding
                      related to any acquisition or proposed acquisition by the
                      Company or any of its Subsidiaries of all or any portion
                      of the stock or assets of any Person, whether or not such
                      Agent, such Issuer, such Arranger or such Lender is party
                      thereto;

                             (d)  any alleged or actual litigation or
                      proceeding related to any environmental cleanup or
                      noncompliance with or liability under any Environmental
                      Law relating to the use, ownership or operation by the
                      Company or any of its Subsidiaries of any real property
                      or to the release, generation, transportation or
                      arrangement for transportation by the Company or any of
                      its Subsidiaries of any Hazardous Material; or





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                             (e)  the presence on or under, or the escape,
                      seepage, leakage, spillage, discharge, emission or
                      release from, any real property owned or operated by the
                      Company or any Subsidiary thereof of any Hazardous
                      Material present on or under such property at or prior to
                      the time the Company or such Subsidiary owned or operated
                      such property which gives rise to liability under any
                      Environmental Law (including any losses, liabilities,
                      damages, injuries, costs, expenses or claims asserted or
                      arising under any Environmental Law), regardless of
                      whether caused by, or within the control of, the Company
                      or such Subsidiary,

except for any such Indemnified Liabilities arising for the account of a
particular Indemnified Party by reason of the relevant Indemnified Party's
gross negligence or willful misconduct or any Hazardous Materials that are
first manufactured, emitted, generated, treated, released, stored or disposed
of on any real property of the Company or any of its Subsidiaries or any
violation of Environmental Law that first occurs on or with respect to any real
property of the Company or any of its Subsidiaries after such real property is
transferred to any Indemnified Person or its successor by foreclosure sale,
deed in lieu of foreclosure, or similar transfer, except to the extent such
manufacture, emission, release, generation, treatment, storage or disposal or
violation is actually caused by Holdco, the Company or any of the Company's
Subsidiaries.  The Company and its permitted successors and assigns hereby
waive, release and agree not to make any claim, or bring any cost recovery
action against, any Agent, any Issuer, the Documentation Agent, the Arranger or
any Lender under CERCLA or any state equivalent, or any similar law now
existing or hereafter enacted, except to the extent arising out of the gross
negligence or willful misconduct of any Indemnified Party.  It is expressly
understood and agreed that to the extent that any Indemnified Party is strictly
liable under any Environmental Laws, the Company's obligation to such
Indemnified Party under this indemnity shall likewise be without regard to
fault on the part of the Company, to the extent permitted under applicable law,
with respect to the violation or condition which results in liability of such
Indemnified Party.  Notwithstanding anything to the contrary herein, each
Agent, each Issuer, the Arranger and each Lender shall be responsible with
respect to any Hazardous Materials that are first manufactured, emitted,
generated, treated, released, stored or disposed of on any real property of the
Company or any of its Subsidiaries or any violation of Environmental Law that
first occurs on or with respect to any such real property after such real
property is transferred to any Agent, Issuer, Arranger or Lender to its
successor by foreclosure sale, deed in lieu of foreclosure, or similar
transfer, except to the extent such manufacture, emission, release, generation,
treatment, storage or disposal or violation is actually caused by Holdco, the
Company or any of the Company's Subsidiaries.  If and to the extent that the
foregoing undertaking may be unenforceable for any reason, the Company hereby
agrees to make the maximum





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contribution to the payment and satisfaction of each of the Indemnified
Liabilities, which is permissible under applicable law.

                      SECTION 11.5.  Survival.  The obligations of the Company
under Sections 4.3, 4.4, 4.5, 4.6, 11.3 and 11.4, and the obligations of the
Lenders under Sections 4.8 and 9.1, shall in each case survive any termination
of this Agreement, the payment in full of all Obligations and the termination
of all Commitments.  The representations and warranties made by the Company and
each other Obligor in this Agreement and in each other Loan Document shall
survive the execution and delivery of this Agreement and each such other Loan
Document.

                      SECTION 11.6.  Severability.  Any provision of this
Agreement or any other Loan Document which is prohibited or unenforceable in
any jurisdiction shall, as to such provision and such jurisdiction, be
ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions of this Agreement or such Loan Document
or affecting the validity or enforceability of such provision in any other
jurisdiction.

                      SECTION 11.7.  Headings.  The various headings of this
Agreement and of each other Loan Document are inserted for convenience only and
shall not affect the meaning or interpretation of this Agreement or such other
Loan Document or any provisions hereof or thereof.

                      SECTION 11.8.  Execution in Counterparts, Effectiveness,
etc.  This Agreement may be executed by the parties hereto in several
counterparts, each of which shall be deemed to be an original and all of which
shall constitute together but one and the same agreement.

                      SECTION 11.9.  Governing Law; Entire Agreement.  THIS
AGREEMENT AND, EXCEPT TO THE EXTENT OTHERWISE EXPRESSLY PROVIDED THEREIN, EACH
OTHER LOAN DOCUMENT SHALL EACH BE DEEMED TO BE A CONTRACT MADE UNDER AND
GOVERNED BY THE INTERNAL LAWS OF THE STATE OF NEW YORK.  This Agreement and the
other Loan Documents constitute the entire understanding among the parties
hereto with respect to the subject matter hereof and supersede any prior
agreements, written or oral, with respect thereto.  Upon the execution and
delivery of this Agreement by the parties hereto, all obligations and
liabilities of the DLJMB Entities, under or relating or with respect to the
Commitment Letter shall be terminated and of no further force or effect.

                      SECTION 11.10.  Successors and Assigns.  This Agreement
shall be binding upon and shall inure to the benefit of the parties hereto and
their respective successors and assigns; provided, however, that:





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                             (a)  no Borrower may assign or transfer its rights
                      or obligations hereunder without the prior written
                      consent of each of the Agents and all Lenders; and

                             (b)  the rights of sale, assignment and transfer
                      of the Lenders are subject to Section 11.11.

                      SECTION 11.11.  Sale and Transfer of Loans and Notes;
Participations in Loans and Notes.  Each Lender may assign, or sell
participations in, its Loans and Commitments to one or more other Persons, on a
non pro rata basis (except as provided below), in accordance with this Section
11.11.

                      SECTION 11.11.1.  Assignments.  Any Lender (the "Assignor
Lender"),

                             (a)  with the written consents of the Company, the
                      Agents and (in the case of any assignment of
                      participations in Letters of Credit or Revolving Loan
                      Commitments) the applicable Issuer (which consents (i)
                      shall not be unreasonably delayed or withheld and (ii) of
                      the Company shall not be required upon the occurrence and
                      during the continuance of any Event of Default), may at
                      any time assign and delegate to one or more commercial
                      banks, funds which are regularly engaged in making,
                      purchasing or investing in loans or securities or other
                      financial institutions, and

                             (b)  with notice to the Company, the Agents, and
                      (in the case of any assignment of participations in
                      Letters of Credit or Revolving Loan Commitments) the
                      applicable Issuer, but without the consent of the
                      Company, the Agents or such Issuer, may assign and
                      delegate to any of its Affiliates or to any other Lender,
                      or to an Approved Fund of any Lender

(each Person described in either of the foregoing clauses as being the Person
to whom such assignment and delegation is to be made, being hereinafter
referred to as an "Assignee Lender"), all or any fraction of such Lender's Term
Loans of any Tranche, Uncommitted Foreign Currency Revolving Loans of any
Tranche or Committed Revolving Loans of such Tranche, participations in Letters
of Credit, Letter of Credit Outstandings with respect thereto and related
Commitments of any Tranche (which assignment and delegation shall be, as among
Revolving Loan Commitments of any Tranche, Committed Revolving Loans of such
Tranche and participations in Letters of Credit of such Tranche, of a constant,
and not a varying, percentage) in a minimum aggregate amount of (i) $5,000,000
(or, in the case of Foreign Currency Loans, the multiple of 100,000 units of
the Currency of such Loans the U.S. Dollar Equivalent of which is nearest to
$5,000,000), or such lesser amount as the





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Company and the Agents may consent to, or (ii) with respect to the Tranche as
to which such assignment is to occur, the then remaining amount of such
Lender's Term Loans, Uncommitted Foreign Currency Revolving Loans, or Revolving
Loan Commitment and related Committed Revolving Loans and participations in
Letters of Credit, as the case may be; provided, however, that any such
Assignee Lender will comply, if applicable, with the provisions contained in
Section 4.6 and the Borrowers, each other Obligor and the Agents shall be
entitled to continue to deal solely and directly with such Lender in connection
with the interests so assigned and delegated to an Assignee Lender until

                             (i)  written notice of such assignment and
                      delegation, together with payment instructions, addresses
                      and related information with respect to such Assignee
                      Lender, shall have been given to the Company, the
                      applicable Borrower (if other than the Company) and the
                      Agents by such Lender and such Assignee Lender;

                             (ii)  such Assignee Lender shall have executed and
                      delivered to the applicable Borrower and the Agents a
                      Lender Assignment Agreement, accepted by the Agents;

                             (iii)  the processing fees described below shall
                      have been paid; and

                             (iv)  the Administrative Agent shall have
                      registered such assignment and delegation in the Register
                      pursuant to clause (b) of Section 2.9.

From and after the date that the Agents accept such Lender Assignment Agreement
and such assignment and delegation is registered in the Register pursuant to
clause (b) of Section 2.9, (x) the Assignee Lender thereunder shall be deemed
automatically to have become a party hereto and to the extent that rights and
obligations hereunder have been assigned and delegated to such Assignee Lender
in connection with such Lender Assignment Agreement, shall have the rights and
obligations of a Lender hereunder and under the other Loan Documents, and (y)
the Assignor Lender, to the extent that rights and obligations hereunder have
been assigned and delegated by it in connection with such Lender Assignment
Agreement, shall be released from its obligations hereunder and under the other
Loan Documents.  Any Assignor Lender that shall have previously requested and
received any Note or Notes in respect of any Tranche to which any such
assignment applies shall, upon the acceptance by the Administrative Agent of
the applicable Lender Assignment Agreement, mark such Note or Notes "exchanged"
and deliver them to the applicable Borrower (against, if the Assignor Lender
has retained Loans or Commitments with respect to the applicable Tranche and
has requested replacement Notes pursuant to clause (b)(ii) of Section 2.9, its
receipt from the applicable Borrower of replacement Notes in the principal
amount of the Loans and Commitments of the applicable Tranche retained by it).
Such Assignor Lender or





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such Assignee Lender must also pay a processing fee to the Administrative Agent
upon delivery of any Lender Assignment Agreement in the amount of $3,500,
unless such assignment and delegation is by a Lender to its Affiliate or
Approved Fund or if such assignment and delegation is by a Lender to a Federal
Reserve Bank, as provided below or is otherwise consented to by the
Administrative Agent.  Any attempted assignment and delegation not made in
accordance with this Section 11.11.1 shall be null and void.  Nothing contained
in this Section 11.11.1 shall prevent or prohibit any Lender from pledging its
rights (but not its obligations to make Loans or participate in Letters of
Credit or Letter of Credit Outstandings) under this Agreement and/or its Loans
hereunder to a Federal Reserve Bank in support of borrowings made by such
Lender from such Federal Reserve Bank, and any Lender that is a fund that
invests in bank loans may pledge all or any portion of its rights (but not its
obligations to make Loans or participate in Letters of Credit or Letter of
Credit Outstandings) hereunder to any trustee or any other representative of
holders of obligations owed or securities issued by such fund as security for
such obligations or securities.  In the event that S&P, Moody's or Thompson's
BankWatch (or InsuranceWatch Ratings Service, in the case of Lenders that are
insurance companies (or Best's Insurance Reports, if such insurance company is
not rated by Insurance Watch Ratings Service)) shall, after the date that any
Lender with a Commitment to make Revolving Loans or participate in Letters of
Credit becomes a Lender, downgrade the long-term certificate of deposit rating
or long-term senior unsecured debt rating of such Lender, and the resulting
rating shall be below BBB-, Baa3 or C (or BB, in the case of Lender that is an
insurance company (or B, in the case of an insurance company not rated by
InsuranceWatch Ratings Service)), respectively, then the applicable Issuer or
the Company shall have the right, but not the obligation, upon notice to such
Lender and the Agents, to replace such Lender with an Assignee Lender in
accordance with and subject to the restrictions contained in this Section, and
such Lender hereby agrees to transfer and assign without recourse (in
accordance with and subject to the restrictions contained in this Section) all
its interests, rights and obligations in respect of its Revolving Loan
Commitment under this Agreement to such Assignee Lender; provided, however,
that (i) no such assignment shall conflict with any law, rule, regulation or
order of any governmental authority and (ii) such Assignee Lender shall pay to
such Lender in immediately available funds on the date of such assignment the
principal of and interest and fees (if any) accrued to the date of payment on
the Loans made, and Letters of Credit participated in, by such Lender hereunder
and all other amounts accrued for such Lender's account or owed to it
hereunder.

                      SECTION 11.11.2.  Participations.  Any Lender may at any
time sell to one or more commercial banks or other Persons (each such
commercial bank and other Person being herein called a "Participant")
participating interests in any of the Loans, Commitments,





                                      165
<PAGE>   174
participations in Letters of Credit and Letter of Credit Outstandings or other
interests of such Lender hereunder; provided, however, that

                             (a)  no participation contemplated in this Section
                      shall relieve such Lender from its Commitments or its
                      other obligations hereunder or under any other Loan
                      Document;

                             (b)  such Lender shall remain solely responsible
                      for the performance of its Commitments and such other
                      obligations;

                             (c)  each Borrower and each other Obligor and the
                      Agents shall continue to deal solely and directly with
                      such Lender in connection with such Lender's rights and
                      obligations under this Agreement and each of the other
                      Loan Documents;

                             (d)  no Participant, unless such Participant is
                      itself a Lender, shall be entitled to require such Lender
                      to take or refrain from taking any action hereunder or
                      under any other Loan Document, except that such Lender
                      may agree with any Participant that such Lender will not,
                      without such Participant's consent, agree to (i) any
                      reduction in the interest rate or amount of fees that
                      such Participant is otherwise entitled to, (ii) a
                      decrease in the principal amount, or an extension of the
                      final Stated Maturity Date, of any Loan in which such
                      Participant has purchased a participating interest or
                      (iii) a release of all or substantially all of the
                      collateral security under the Loan Documents or any
                      material Subsidiary Co-Obligor under the Subsidiary
                      Co-Obligation Agreement and Guaranty, if any,  in each
                      case except as otherwise specifically provided in a Loan
                      Document; and

                             (e)  no Borrower shall be required to pay any
                      amount under Sections 4.3, 4.4, 4.5, 4.6, 11.3 and 11.4
                      that is greater than the amount which it would have been
                      required to pay had no participating interest been sold.

The Borrowers acknowledge and agree, subject to clause (e) above, that, to the
fullest extent permitted under applicable law, each Participant, for purposes
of Sections 4.3, 4.4, 4.5, 4.6, 4.8, 4.9, 11.3 and 11.4, shall be considered a
Lender.

                      SECTION 11.12.  Other Transactions.  Nothing contained
herein shall preclude any Agent or any other Lender from engaging in any
transaction, in addition to those contemplated by this Agreement or any other
Loan Document, with any Borrower or any of its Affiliates in which such
Borrower or such Affiliate is not restricted hereby from engaging with any
other Person.





                                      166
<PAGE>   175
                      SECTION 11.13.  Forum Selection, Consent to Jurisdiction
and Waiver of Immunities.  (a) ANY LITIGATION BASED HEREON, OR ARISING OUT OF,
UNDER, OR IN CONNECTION WITH, THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, OR ANY
COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR
ACTIONS OF THE AGENTS, THE LENDERS, THE ISSUERS OR THE BORROWERS RELATING
THERETO SHALL BE BROUGHT AND MAINTAINED EXCLUSIVELY (TO THE EXTENT PERMITTED
UNDER APPLICABLE LAW) IN THE COURTS OF THE STATE OF NEW YORK, NEW YORK COUNTY,
OR IN THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK;
PROVIDED, HOWEVER, THAT ANY SUIT SEEKING ENFORCEMENT AGAINST ANY COLLATERAL OR
OTHER PROPERTY MAY BE BROUGHT, AT THE ADMINISTRATIVE AGENT'S OPTION, IN THE
COURTS OF ANY JURISDICTION WHERE SUCH COLLATERAL OR OTHER PROPERTY MAY BE
FOUND.  THE BORROWERS HEREBY EXPRESSLY AND IRREVOCABLY SUBMIT TO THE
JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK, NEW YORK COUNTY,  AND OF
THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK FOR THE
PURPOSE OF ANY SUCH LITIGATION AS SET FORTH ABOVE AND IRREVOCABLY AGREE TO BE
BOUND BY ANY JUDGMENT RENDERED THEREBY IN CONNECTION WITH SUCH LITIGATION.  THE
BORROWERS IRREVOCABLY CONSENT TO THE SERVICE OF PROCESS BY REGISTERED MAIL,
POSTAGE PREPAID, OR BY PERSONAL SERVICE WITHIN OR WITHOUT THE STATE OF NEW
YORK.  THE BORROWERS HEREBY EXPRESSLY AND IRREVOCABLY WAIVE, TO THE FULLEST
EXTENT PERMITTED BY LAW, ANY OBJECTION WHICH THEY MAY HAVE OR HEREAFTER MAY
HAVE TO THE LAYING OF VENUE OF ANY SUCH LITIGATION BROUGHT IN ANY SUCH COURT
REFERRED TO ABOVE AND ANY CLAIM THAT ANY SUCH LITIGATION HAS BEEN BROUGHT IN AN
INCONVENIENT FORUM.

                      (b)  NOTHING IN THIS SECTION SHALL AFFECT THE RIGHT OF
ANY AGENT, ANY LENDER OR ANY ISSUER TO SERVE LEGAL PROCESS IN ANY OTHER MANNER
PERMITTED BY LAW OR AFFECT THE RIGHT OF ANY SUCH PERSON TO BRING ANY ACTION OR
PROCEEDING AGAINST ANY BORROWER OR ITS PROPERTY IN THE COURTS OF ANY OTHER
JURISDICTIONS.

                      (c)  TO THE EXTENT ANY BORROWER HAS OR HEREAFTER MAY
ACQUIRE ANY IMMUNITY FROM JURISDICTION OF ANY COURT OR FROM ANY LEGAL PROCESS
(WHETHER THROUGH SERVICE OR NOTICE,





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<PAGE>   176
ATTACHMENT PRIOR TO JUDGMENT, ATTACHMENT IN AID OF EXECUTION, EXECUTION OR
OTHERWISE) WITH RESPECT TO ITSELF OR TO ITS PROPERTY, EACH BORROWER HEREBY
IRREVOCABLY WAIVES SUCH IMMUNITY IN RESPECT OF ITS OBLIGATIONS UNDER THIS
AGREEMENT AND EACH OTHER LOAN DOCUMENT EXECUTED OR TO BE EXECUTED BY IT.

                      SECTION 11.14.  Judgment Currency.  (a)  If, for the
purpose of obtaining judgment in any court, it is necessary to convert a sum
due hereunder, under any Note or under any other Loan Document in another
currency into U.S. Dollars or into a Foreign Currency, as the case may be, the
parties hereto agree, to the fullest extent that they may effectively do so,
that the rate of exchange used shall be that at which, in accordance with
normal banking procedures, the applicable Secured Party could purchase such
other currency with U.S. Dollars or with such Foreign Currency, as the case may
be, in New York City, at the close of business on the Business Day immediately
preceding the day on which final judgment is given, together with any premiums
and costs of exchange payable in connection with such purchase.

                      (b)  The obligation of each of the Borrowers in respect
of any sum due from it to any Agent, any Lender or any other Secured Party
hereunder, under any Note or under any other Loan Document shall,
notwithstanding any judgment in a currency other than U.S. Dollars or a Foreign
Currency, as the case may be, be discharged only to the extent that on the
Business Day next succeeding receipt by such Agent, such Lender or such other
Secured Party of any sum adjudged to be so due in such other currency, such
Agent, such Lender or such other Secured Party may, in accordance with normal
banking procedures, purchase U.S. Dollars or such Foreign Currency, as the case
may be, with such other currency. If the U.S. Dollars or such Foreign Currency
so purchased are less than the sum originally due to such Agent, such Lender or
such other Secured Party in U.S. Dollars or in such Foreign Currency, each of
the Borrowers agrees, as a separate obligation and notwithstanding any such
judgment, to indemnify such Agent, such Lender or such other Secured Party
against such loss.

                      SECTION 11.15.  Waiver of Jury Trial.  THE AGENTS, THE
ISSUERS, THE LENDERS AND THE BORROWERS HEREBY KNOWINGLY, VOLUNTARILY AND
INTENTIONALLY WAIVE ANY RIGHTS THEY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF
ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER OR IN CONNECTION WITH,
THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, OR ANY COURSE OF CONDUCT, COURSE OF
DEALING, STATEMENTS (WHETHER ORAL OR WRITTEN) OR ACTIONS OF THE AGENTS, THE
LENDERS OR ANY BORROWER RELATING THERETO.  EACH





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BORROWER ACKNOWLEDGES AND AGREES THAT IT HAS RECEIVED FULL AND SUFFICIENT
CONSIDERATION FOR THIS PROVISION (AND EACH OTHER PROVISION OF EACH OTHER LOAN
DOCUMENT TO WHICH IT IS A PARTY) AND THAT THIS PROVISION IS A MATERIAL
INDUCEMENT FOR THE AGENTS AND THE LENDERS ENTERING INTO THIS AGREEMENT AND EACH
SUCH OTHER LOAN DOCUMENT.

                      SECTION 11.16.  Confidentiality.  The Agents, the
Issuers, the Arranger and the Lenders shall hold all non-public information
obtained pursuant to or in connection with this Agreement or obtained by them
based on a review of the books and records of the Company or any of its
Subsidiaries in accordance with their customary procedures for handling
confidential information of this nature, but may make disclosure to any of
their examiners, Affiliates, Approved Funds, outside auditors, counsel and
other professional advisors in connection with this Agreement or as reasonably
required by any potential bona fide transferee, participant or assignee, or to
any direct or indirect contractual counterparties in swap agreements or such
contractual counterparties' professional advisors, or in connection with the
exercise of remedies under a Loan Document, or as requested by any governmental
or regulatory agency, or the National Association of Insurance Commissioners,
or representative of any thereof or pursuant to legal process; provided,
however, that

                             (a)  unless specifically prohibited by applicable
                      law or court order, each Agent, each Issuer, the Arranger
                      and each Lender shall promptly notify the Company of any
                      request by any governmental agency or representative
                      thereof (other than any such request in connection with
                      an examination of the financial condition of such Agent,
                      such Issuer, the Arranger and such Lender by such
                      governmental agency) for disclosure of any such
                      non-public information prior to disclosure of such
                      information;

                             (b)  prior to any such disclosure pursuant to this
                      Section 11.16, each Agent, each Issuer, the Arranger and
                      each Lender shall require any such bona fide transferee,
                      participant and assignee receiving a disclosure of
                      non-public information to agree in writing

                                  (i)  to be bound by this Section 11.16; and

                                  (ii)  to require such Person to require any
                             other Person to whom such Person discloses such
                             non-public information to be similarly bound by
                             this Section 11.16; and

                             (c)  except as may be required by an order of a
                      court of competent jurisdiction and to the extent set
                      forth therein, no Lender shall be obligated or required
                      to return any materials furnished by the Company or any
                      of its Subsidiaries.
                                                                            



                                      169
<PAGE>   178

                      IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed by their respective officers thereunto duly authorized
as of the day and year first above written.


                                       THERMADYNE MFG. LLC


                                       By:  /s/ JAMES H. TATE
                                           -----------------------------------
                                           Title: Senior Vice President and
                                                  Chief Financial Officer



                                       COMWELD GROUP PTY. LTD.


                                       By:  /s/ JAMES H. TATE
                                           -----------------------------------
                                           Title: Director



                                       GENSET S.P.A.


                                       By:  /s/ JAMES H. TATE
                                           -----------------------------------
                                           Title: Director



                                       THERMADYNE WELDING PRODUCTS
                                       CANADA LIMITED


                                       By:  /s/ JAMES H. TATE
                                           -----------------------------------
                                           Title: Senior Vice President and 
                                                  Chief Financial Officer





                                     170

<PAGE>   179
                                       DLJ CAPITAL FUNDING, INC.,
                                       as the Syndication Agent and as a Lender


                                       By:  /s/ HAROLD J. PHILLIPS
                                           -----------------------------------
                                           Title: Managing Director



                                       ABN AMRO BANK N.V., as the
                                       Administrative Agent and as a Lender


                                       By:  /s/ JUDY CHENEY
                                           -----------------------------------
                                           Title: Vice President



                                       SOCIETE GENERALE,
                                       as the Documentation Agent and as a 
                                       Lender


                                       By:    [ILLEGIBLE]
                                           -----------------------------------
                                           Title: Vice President




                                       LENDERS
                                       
                                       ABN AMRO BANK, N.V., MILAN
                                       BRANCH


                                       By:
                                           -----------------------------------
                                           Name:
                                           Title:
                                            



                                      171
<PAGE>   180
                                       BANK OF NEW YORK


                                       By:  /s/ STEVEN WILSON
                                           -----------------------------------
                                           Name:  Steven Wilson
                                           Title: Assistant Vice President
                                           


                                       THE BANK OF NOVA SCOTIA


                                       By:  /s/ F.C.H. ASHBY
                                           -----------------------------------
                                       Name:  F.C.H. Ashby
                                       Title: Senior Manager Loan Operations
                                           


                                       BANK OF SCOTLAND


                                       By:  /s/ ANNIE CHIN TAT
                                           -----------------------------------
                                       Name:  Annie Chin Tat
                                       Title: Vice President



                                       CITY NATIONAL BANK


                                       By:  /s/ GEORGE HAYRAPETIAN
                                           -----------------------------------
                                       Name:  George Hayrapetian
                                       Title: Vice President
                                           


                                       THE FIRST NATIONAL BANK OF 
                                       CHICAGO


                                       By:  /s/ CATHERINE V. FRANK
                                           -----------------------------------
                                       Name:  Catherine V. Frank
                                       Title: Vice President
                                          





                                      172
<PAGE>   181
                                       THE FUJI BANK, LIMITED


                                       By:  /s/ PETER L. CHINNICI
                                           -----------------------------------
                                       Name:  Peter L. Chinnici
                                       Title: Joint General Manager



                                       GENERAL ELECTRIC CAPITAL
                                       CORPORATION


                                       By:  /s/ JANET K. WILLIAMS
                                           -----------------------------------
                                       Name:  Janet K. Williams
                                       Title: Duly Authorized Signatory



                                       IMPERIAL BANK


                                       By:  /s/ RAY VADALMA
                                           -----------------------------------
                                       Name:  Ray Vadalma
                                       Title: Senior Vice President
                                           


                                       NATIONAL CITY BANK


                                       By:  /s/ JOSEPH D. ROBISON
                                           -----------------------------------
                                       Name:  Joseph D. Robison
                                       Title: Vice President



                                       THE INDUSTRIAL BANK OF JAPAN,
                                       LIMITED


                                       By:  /s/ TAKUYA HONJO
                                           -----------------------------------
                                       Name:  Takuya Honjo
                                       Title: Senior Vice President



                                       IBJ AUSTRALIA BANK LIMITED


                                       By:  /s/ TAKUYA HONJO
                                           -----------------------------------
                                       Name:  Takuya Honjo
                                       Title: Senior Vice President
                                           



                                      173