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                                                                   EXHIBIT 10.32




================================================================================

                                  A/B EXCHANGE
                         REGISTRATION RIGHTS AGREEMENT

                              THERMADYNE MFG. LLC
                            THERMADYNE CAPITAL CORP.
                                   as Issuers

                           C&G SYSTEMS HOLDING, INC.
                               C&G SYSTEMS, INC.
                         COYNE NATURAL GAS SYSTEMS INC.
                            MARISON CYLINDER COMPANY
                              MECO HOLDING COMPANY
                        MODERN ENGINEERING COMPANY, INC.
                                 STOODY COMPANY
                                TAG REALTY, INC.
                          THERMADYNE CYLINDER COMPANY
                          THERMADYNE INDUSTRIES, INC.
                         THERMADYNE INTERNATIONAL CORP.
                               THERMAL ARC, INC.
                             THERMAL DYNAMICS CORP.
                              TWECO PRODUCTS, INC.
                        VICTOR COYNE INTERNATIONAL, INC.
                            VICTOR EQUIPMENT COMPANY
                         WICHITA WAREHOUSE CORPORATION
                          WOODLAND CRYOGENICS COMPANY
                                 as Guarantors

                                  $207,000,000
                   9-7/8% SENIOR SUBORDINATED NOTES DUE 2008

                            Dated as of May 22, 1998


                          DONALDSON, LUFKIN & JENRETTE
                             SECURITIES CORPORATION
================================================================================

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       This Registration Rights Agreement (this "Agreement") is made and
entered into as of May 22, 1998, by and among Thermadyne Mfg. LLC, a Delaware
limited liability company, and Thermadyne Capital Corp., a Delaware corporation
(together, the "Issuers"), each of the guarantors listed on Schedule A hereto,
as guarantors (collectively, the "Guarantors"), and Donaldson, Lufkin &
Jenrette Securities Corporation (the "Initial Purchaser"), which has agreed to
purchase the Issuers' 9-7/8% Senior Subordinated Notes due 2008 (the "Series A
Notes") pursuant to the Purchase Agreement (as defined).

       This Agreement is made pursuant to the Purchase Agreement, dated May 15,
1998 (the "Purchase Agreement"), by and among the Issuers, the Guarantors and
the Initial Purchaser.  In order to induce the Initial Purchaser to purchase
the Series A Notes, the Issuers and the Guarantors have agreed to provide the
registration rights set forth in this Agreement.  The execution and delivery of
this Agreement is a condition to the obligations of the Initial Purchaser set
forth in Section 9 of the Purchase Agreement.  Capitalized terms used herein
and not otherwise defined shall have the meaning assigned to them in the
Indenture, dated May 22, 1998 (the "Indenture"), among the Issuers, the
Guarantors and State Street Bank and Trust Company, as Trustee, relating to the
Series A Notes and the Series B Notes (as defined).

       The parties hereby agree as follows:

SECTION 1. DEFINITIONS

       As used in this Agreement, the following capitalized terms shall have
the following meanings:

       Act:  The Securities Act of 1933, as amended.

       Affiliate:  As defined in Rule 144.

       Broker-Dealer:  Any broker or dealer registered under the Exchange Act.

       Certificated Securities:  Definitive Notes, as defined in the Indenture.

       Closing Date:  The date hereof.

       Commission:  The Securities and Exchange Commission.

       Consummate:  An Exchange Offer shall be deemed "Consummated" for
purposes of this Agreement upon the occurrence of (a) the filing and
effectiveness under the Act of the Exchange Offer Registration Statement
relating to the Series B Notes to be issued in the Exchange Offer, (b) the
keeping of the Exchange Offer open for a period not less than the period
required pursuant to Section 3(b) hereof and (c) the delivery by the Issuers to
the Registrar under the Indenture of Series B Notes in the same aggregate
principal amount as the aggregate principal amount of Series A Notes validly
tendered and not withdrawn by Holders thereof pursuant to the Exchange Offer.

       Consummation Date:  The date on which the Exchange Offer is consummated.

       Consummation Deadline:  As defined in Section 3(b) hereof.

       Effectiveness Deadline:  As defined in Sections 3(a) and 4(a) hereof.

       Exchange Act:  The Securities Exchange Act of 1934, as amended.
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       Exchange Offer:  The exchange and issuance by the Issuers of a principal
amount of Series B Notes (which shall be registered pursuant to the Exchange
Offer Registration Statement) equal to the outstanding principal amount of
Series A Notes that are validly tendered and not withdrawn in connection with
such exchange and issuance.

       Exchange Offer Registration Statement:  The Registration Statement
relating to the Exchange Offer, including the related Prospectus.

       Exempt Resales:  The transactions in which the Initial Purchaser
proposes to sell the Series A Notes to certain "qualified institutional
buyers," as such term is defined in Rule 144A under the Act, and pursuant to
Regulation S.

       Filing Deadline:  As defined in Sections 3(a) and 4(a) hereof.

       Guarantors:  The Guarantors defined in the preamble hereto and any
Person who becomes a guarantor after the date hereof pursuant to the terms of
the Indenture.

       Holders:  As defined in Section 2 hereof.

       Prospectus:  The prospectus included in a Registration Statement at the
time such Registration Statement is declared effective, as amended or
supplemented by any prospectus supplement and by all other amendments thereto,
including post-effective amendments, and all material incorporated by reference
into such Prospectus.

       Recommencement Date: As defined in Section 6(d) hereof.

       Registration Default:  As defined in Section 5 hereof.

       Registration Statement:  Any registration statement of the Issuers and
the Guarantors relating to (a) an offering of Series B Notes pursuant to an
Exchange Offer or (b) the registration for resale of Transfer Restricted
Securities pursuant to the Shelf Registration Statement, in each case, (i) that
is filed pursuant to the provisions of this Agreement and (ii) including the
Prospectus included therein, all amendments and supplements thereto (including
post- effective amendments) and all exhibits and material incorporated by
reference therein.

       Regulation S:  Regulation S promulgated under the Act.

       Rule 144:  Rule 144 promulgated under the Act.

       Series B Notes:  The Issuers' 9-7/8% Senior Subordinated Notes due 2008
to be issued pursuant to the Indenture (i) in the Exchange Offer or (ii) as
contemplated by Section 6(b) hereof.

       Shelf Registration Statement:  As defined in Section 4 hereof.

       Suspension Notice:  As defined in Section 6(d) hereof.





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       TIA:  The Trust Indenture Act of 1939 (15 U.S.C. Section 77aaa-77bbbb),
as in effect on the date of the Indenture.

       Transfer Restricted Securities: Each (a) Series A Note, until the
earliest to occur of (i) the date on which such Series A Note is exchanged in
the Exchange Offer for a Series B Note, (ii) the date on which such Series A
Note has been disposed of in accordance with a Shelf Registration Statement
(and the purchasers thereof have been issued Series B Notes), and (iii) the
date on which such Series A Note is distributed to the public pursuant to Rule
144 under the Act and (b) each Series B Note issued to a Broker-Dealer in the
Exchange Offer until the date on which such Series B Note is disposed of by
such Broker-Dealer pursuant to the "Plan of Distribution" contemplated by the
Exchange Offer Registration Statement (including the delivery of the Prospectus
contained therein).

SECTION 2. HOLDERS

       A Person is deemed to be a holder of Transfer Restricted Securities
(each, a "Holder") whenever such Person is the holder of record of Transfer
Restricted Securities.

SECTION 3. REGISTERED EXCHANGE OFFER

       (a)      Unless the Exchange Offer shall not be permitted by applicable
federal law (after the procedures set forth in Section 6(a)(i) hereof have been
complied with), the Issuers and the Guarantors shall use their reasonable best
efforts to (i) cause the Exchange Offer Registration Statement to be filed with
the Commission as soon as practicable after the Closing Date, but in no event
later than 90 days after the Closing Date (such 90th day, the "Filing
Deadline"), (ii) cause such Exchange Offer Registration Statement to become
effective at the earliest possible time, but in no event later than 180 days
after the Closing Date (such 180th day, the "Effectiveness Deadline"), (iii) in
connection with the foregoing, (A) file all pre-effective amendments to such
Exchange Offer Registration Statement as may be necessary in order to cause it
to become effective, and (B) subject to the proviso in Section 6(c)(xii)
hereof, cause all necessary filings, if any, in connection with the
registration and qualification of the Series B Notes to be made under the Blue
Sky laws of such jurisdictions as are necessary to permit Consummation of the
Exchange Offer, and (iv) upon the effectiveness of such Exchange Offer
Registration Statement, commence and, within the time periods contemplated by
Section 3(b) hereof, Consummate the Exchange Offer.  The Exchange Offer shall
be on the appropriate form permitting (i) registration of the Series B Notes to
be offered in exchange for the Series A Notes that are Transfer Restricted
Securities and (ii) resales of Series B Notes by Broker-Dealers that tendered
into the Exchange Offer Series A Notes that such Broker-Dealer acquired for its
own account as a result of market-making activities or other trading activities
(other than Series A Notes acquired directly from the Issuers or any of their
Affiliates) as contemplated by Section 3(c) hereof.

       (b)      The Issuers and the Guarantors shall use their reasonable best
efforts to cause the Exchange Offer Registration Statement to be effective
continuously, and shall keep the Exchange Offer open for a period of not less
than the minimum period required under applicable federal and state securities
laws to Consummate the Exchange Offer; provided that in no event shall such
period be less than 20 Business Days.  The Issuers shall cause the Exchange
Offer to comply with all applicable federal and state securities laws.  No
securities other than the Series B Notes shall be included in the Exchange
Offer Registration Statement.  The Issuers shall use their reasonable best
efforts to cause the Exchange Offer to be





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Consummated on the earliest practicable date after the Exchange Offer
Registration Statement has become effective, but in no event later than 30
Business Days thereafter (such 30th day, the "Consummation Deadline").

       (c)      The Issuers shall include a "Plan of Distribution" section in
the Prospectus contained in the Exchange Offer Registration Statement and
indicate therein that any Broker-Dealer who holds Transfer Restricted
Securities that were acquired for the account of such Broker-Dealer as a result
of market-making activities or other trading activities (other than Series A
Notes acquired directly from the Issuers or any Affiliate of the Issuers), may
exchange such Transfer Restricted Securities pursuant to the Exchange Offer.
Such "Plan of Distribution" section shall also contain all other information
with respect to such sales by such Broker-Dealers that the Commission may
require in order to permit such sales pursuant thereto, but such "Plan of
Distribution" shall not name any such Broker-Dealer or disclose the amount of
Transfer Restricted Securities held by any such Broker-Dealer, except to the
extent required by the Commission.

       Because such Broker-Dealer may be deemed to be an "underwriter" within
the meaning of the Act and must, therefore, deliver a prospectus meeting the
requirements of the Act in connection with its initial sale of any Series B
Notes received by such Broker-Dealer in the Exchange Offer, the Issuers shall
permit the use of the Prospectus contained in the Exchange Offer Registration
Statement by such Broker-Dealer to satisfy such prospectus delivery requirement
for a period of 90 days following the Consummation Date.  To the extent
necessary to ensure that the prospectus contained in the Exchange Offer
Registration Statement is available for sales of Series B Notes by
Broker-Dealers, the Issuers and the Guarantors agree to use their reasonable
best efforts to keep the Exchange Offer Registration Statement continuously
effective, supplemented, amended and current as required by and subject to the
provisions of Sections 6(a) and (c) hereof and in conformity with the
requirements of this Agreement, the Act and the policies, rules and regulations
of the Commission as announced from time to time, for a period of 90 days from
the Consummation Date or such shorter period as will terminate when no Transfer
Restricted Securities are outstanding.  The Issuers shall provide sufficient
copies of the latest version of such Prospectus to such Broker-Dealers,
promptly upon request, at any time during such period.

SECTION 4. SHELF REGISTRATION

       (a)      Shelf Registration.   If (i) the Exchange Offer is not permitted
by applicable law (after the Issuers and the Guarantors have complied with the
procedures set forth in Section 6(a)(i) hereof) or (ii) if any Holder of
Transfer Restricted Securities shall notify the Issuers in writing within 20
Business Days following the Consummation Deadline that (A) based on an opinion
of counsel, such Holder was prohibited by law or Commission policy from
participating in the Exchange Offer or (B) such Holder is a Broker-Dealer and
holds Series A Notes acquired directly from the Issuers, then the Issuers and
the Guarantors shall:

                (x) cause to be filed, on or prior to 90 days after the earlier
         of (i) the date on which the Issuers determine that the Exchange Offer
         Registration Statement cannot be filed as a result of Section 4(a)(i)
         hereof and (ii) the date on which the Issuers receive the notice
         specified in Section 4(a)(ii) hereof (such earlier date, the "Filing
         Deadline"), a shelf registration statement (the "Shelf Registration
         Statement") pursuant to Rule 415 under the Act (which may be an
         amendment to the Exchange Offer Registration Statement) relating to
         (1) all Transfer Restricted Securities in the case





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       of clause (a)(i) above or (2) the Transfer Restricted Securities
       specified in any notice in the case of clause (a)(ii) above; and

                (y) shall use their reasonable best efforts to cause such Shelf
       Registration Statement to become effective on or prior to 180 days
       after the Filing Deadline for the Shelf Registration Statement (such
       180th day, the "Effectiveness Deadline").

       If, after the Issuers and the Guarantors have filed an Exchange Offer
Registration Statement that satisfies the requirements of Section 3(a) hereof,
the Issuers are required to file and make effective a Shelf Registration
Statement solely because the Exchange Offer is not permitted under applicable
federal law (i.e., Section 4(a)(i) hereof), then the filing of the Exchange
Offer Registration Statement shall be deemed to satisfy the requirements of
clause (x) above; provided that, in such event, the Issuers and the Guarantors
shall remain obligated to meet the Effectiveness Deadline set forth in clause
(y).

       To the extent necessary to ensure that the Shelf Registration Statement
is available for sales of Transfer Restricted Securities by the Holders thereof
entitled to the benefit of this Section 4(a) and the other securities required
to be registered therein pursuant to Section 6(b)(ii) hereof, the Issuers and
the Guarantors shall use their reasonable best efforts to keep any Shelf
Registration Statement required by this Section 4(a) continuously effective,
supplemented, amended and current as required by and subject to the provisions
of Sections 6(b) and (c) hereof and in conformity with the requirements of this
Agreement, the Act and the policies, rules and regulations of the Commission as
announced from time to time, until the later of (a) the date on which the
Initial Purchaser is no longer deemed to be an Affiliate of the Issuers, and
(b) the earlier of the second anniversary of the Closing Date (as such date may
be extended pursuant to Section 6(d) hereof) and such earlier date when no
Transfer Restricted Securities covered by such Shelf Registration Statement
remain outstanding.

       (b)     Provision by Holders of Certain Information in Connection with
the Shelf Registration Statement.  No Holder of Transfer Restricted Securities
may include any of its Transfer Restricted Securities in any Shelf Registration
Statement pursuant to this Agreement unless and until such Holder furnishes to
the Issuers in writing, within 20 days after receipt of a request therefor, the
information specified in Item 507 or 508 of Regulation S-K, as applicable, of
the Act for use in connection with any Shelf Registration Statement or
Prospectus or preliminary Prospectus included therein.  No Holder of Transfer
Restricted Securities shall be entitled to liquidated damages pursuant to
Section 5 hereof unless and until such Holder shall have provided all such
information.  Each selling Holder agrees to promptly furnish additional
information required to be disclosed in order to make the information
previously furnished to the Issuers by such Holder not materially misleading.

       (c)     Holders of Transfer Restricted Securities that do not give the
written notice within the 20 Business Day period set forth in Section 4(a)
hereof, if required to be given, will no longer have any registration rights
pursuant to this Section 4 and will not be entitled to any Liquidated Damages
pursuant to Section 5 hereof in respect of the Issuers' and the Guarantors'
obligations with respect to the Shelf Registration Statement.







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SECTION 5. LIQUIDATED DAMAGES

       If (i) any Registration Statement required by this Agreement is not
filed with the Commission on or prior to the applicable Filing Deadline, (ii)
any such Registration Statement has not been declared effective by the
Commission on or prior to the applicable Effectiveness Deadline, (iii) the
Exchange Offer has not been Consummated on or prior to the Consummation
Deadline or (iv) any Registration Statement required by this Agreement is filed
and declared effective but shall thereafter cease to be effective or fail to be
usable for its intended purpose without being succeeded within ten Business
Days by a post-effective amendment to such Registration Statement that cures
such failure and that is itself declared effective ten Business Days of filing
such post-effective amendment to such Registration Statement (each such event
referred to in clauses (i) through (iv), a "Registration Default"), then the
Issuers and the Guarantors hereby agree to pay to each Holder of Transfer
Restricted Securities affected thereby liquidated damages in an amount equal to
$.05 per week per $1,000 in principal amount of Transfer Restricted Securities
held by such Holder for each week or portion thereof that the Registration
Default continues for the first 90-day period immediately following the
occurrence of such Registration Default.  The amount of the liquidated damages
shall increase by an additional $.05 per week per $1,000 in principal amount of
Transfer Restricted Securities with respect to each subsequent 90-day period
until all Registration Defaults have been cured, up to a maximum amount of
liquidated damages of $.25 per week per $1,000 in principal amount of Transfer
Restricted Securities; provided that the Issuers and the Guarantors shall in no
event be required to pay liquidated damages for more than one Registration
Default at any given time.  Notwithstanding anything to the contrary set forth
herein, (1) upon filing of the Exchange Offer Registration Statement (and/or,
if applicable, the Shelf Registration Statement), in the case of (i) above, (2)
upon the effectiveness of the Exchange Offer Registration Statement (and/or, if
applicable, the Shelf Registration Statement), in the case of (ii) above, (3)
upon Consummation of the Exchange Offer, in the case of (iii) above, (4) upon
the filing of a post-effective amendment to the Registration Statement or an
additional Registration Statement that causes the Exchange Offer Registration
Statement (and/or, if applicable, the Shelf Registration Statement) to again be
declared effective or made usable in the case of (iv) above, or (5) if sooner,
upon the first date on which no Transfer Restricted Securities remain
outstanding, in the case of clauses (i) through (iv) above, the liquidated
damages payable with respect to the Transfer Restricted Securities as a result
of such clause (i), (ii), (iii) or (iv), as applicable, shall cease.

       All accrued liquidated damages shall be paid to the Holders entitled
thereto, in the manner provided for the payment of interest in the Indenture,
on each Interest Payment Date, as more fully set forth in the Indenture and the
Notes.  Notwithstanding the fact that any securities for which liquidated
damages are due cease to be Transfer Restricted Securities, all obligations of
the Issuers and the Guarantors to pay liquidated damages with respect to
securities that accrued prior to the time such securities ceased to be Transfer
Restricted Securities shall survive until such time as such obligations with
respect to such securities shall have been satisfied in full.

SECTION 6. REGISTRATION PROCEDURES

       (a)     Exchange Offer Registration Statement.   In connection with the
Exchange Offer, the Issuers and the Guarantors shall (x) comply with all
applicable provisions of Section 6(c) hereof, (y) use their reasonable best
efforts to effect such exchange and to permit the resale of Series B Notes by
Broker-Dealers that tendered in the Exchange Offer Series A Notes that such
Broker-Dealer acquired for its own account as a result of its market-making
activities or other trading activities (other than Series A Notes acquired





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directly from the Issuers or any of their Affiliates) being sold in accordance
with the intended method or methods of distribution thereof, and (z) comply
with all of the following provisions:

             (i)          If, following the date hereof there has been
         announced a change in Commission policy with respect to exchange
         offers, such as the Exchange Offer, that, in the opinion of counsel to
         the Issuers and the Guarantors, raises a substantial question as to
         whether the Exchange Offer is permitted by applicable federal law, the
         Issuers and the Guarantors hereby agree to seek a no-action letter or
         other favorable decision from the Commission allowing the Issuers and
         the Guarantors to Consummate an Exchange Offer for such Transfer
         Restricted Securities.  The Issuers and the Guarantors hereby agree to
         use their reasonable best efforts in pursuing the issuance of such a
         decision to the Commission staff level.
        
             (ii)        As a condition to its participation in the Exchange
         Offer, each Holder of Transfer Restricted Securities (including,
         without limitation, any Holder who is a Broker-Dealer) shall furnish,
         upon the request of the Issuers, prior to the Consummation of the
         Exchange Offer, a written representation to the Issuers (which may be
         contained in the letter of transmittal contemplated by the Exchange
         Offer Registration Statement) to the effect that, at the time of
         Consummation of the Exchange Offer, (A) any Series B Notes received by
         such Holder will be acquired in the ordinary course of its business,
         (B) such Holder will have no arrangement or understanding with any
         person to participate in the distribution of the Series A Notes or the
         Series B Notes within the meaning of the Act, (C) if the Holder is not
         a Broker-Dealer or is a Broker-Dealer but will not receive Series B
         Notes for its own account in exchange for Series A Notes, neither the
         Holder nor any such other Person is engaged in or intends to
         participate in a distribution of the Series B Notes, and (D) that such
         Holder is not an Affiliate of the Issuers.  If the Holder is a
         Broker-Dealer that will receive Series B Notes for its own account in
         exchange for Series A Notes, it will represent that the Notes to be
         exchanged for the Series B Notes were acquired by it as a result of
         market-making activities or other trading activities, and will
         acknowledge that it will deliver a prospectus meeting the requirements
         of the Act in connection with any resale of such Series B Notes.  It
         is understood that, by acknowledging that it will deliver, and by
         delivering, a prospectus meeting the requirements of the Act in
         connection with any resale of such Series B Notes, the Holder is not
         admitting that it is an "underwriter" within the meaning of the Act.
        
              (iii)       Prior to effectiveness of the Exchange Offer
         Registration Statement, the Issuers and the Guarantors shall provide a
         supplemental letter to the Commission (A) stating that the Issuers and
         the Guarantors are registering the Exchange Offer in reliance on the
         position of the Commission enunciated in Exxon Capital Holdings
         Corporation(available May 13, 1988) and Morgan Stanley and Co., Inc.
         (available June 5, 1991), as interpreted in the Commission's letter to
         Shearman & Sterling dated July 2, 1993, and, if applicable, any
         no-action letter obtained pursuant to clause (i) above, (B) including
         a representation that neither the Issuers nor any Guarantor have
         entered into any arrangement or understanding with any Person to
         distribute the Series B Notes to be received in the Exchange Offer and
         that, to the best of the Issuers' and the Guarantors' information and
         belief, each Holder participating in the Exchange Offer is acquiring
         the Series B Notes in its ordinary course of business and has no
         arrangement or understanding with any Person to participate in the
         distribution of the Series B Notes received in the Exchange Offer and
         (C) any





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         other undertaking or representation required by the Commission as set
         forth in any no-action letter obtained pursuant to clause (i) above,
         if applicable.
        
         (b) Shelf Registration Statement. In connection with the Shelf 
Registration Statement, the Issuers and the Guarantors shall:

                (i) comply with all the provisions of Section 6(c) hereof and
         use their reasonable best efforts to effect such registration to permit
         the sale of the Transfer Restricted Securities being sold in accordance
         with the intended method or methods of distribution thereof (as
         indicated in the information furnished to the Issuers pursuant to
         Section 4(b) hereof), and pursuant thereto the Issuers and the
         Guarantors will prepare and file with the Commission a Registration
         Statement relating to the registration on any appropriate form under
         the Act, which form shall be available for the sale of the Transfer
         Restricted Securities in accordance with the intended method or methods
         of distribution thereof within the time periods and otherwise in
         accordance with the provisions hereof, and
        
                (ii)     issue, upon the request of any Holder or purchaser of
         Series A Notes covered by any Shelf Registration Statement
         contemplated by this Agreement, Series B Notes having an aggregate
         principal amount equal to the aggregate principal amount of Series A
         Notes sold pursuant to the Shelf Registration Statement and
         surrendered to the Issuers for cancellation; the Issuers and the
         Guarantors shall register Series B Notes on the Shelf Registration
         Statement for this purpose and issue the Series B Notes to the
         purchaser(s) of securities subject to the Shelf Registration Statement
         in the names as such purchaser(s) shall designate.

         (c) General Provisions.  In connection with any Registration
Statement and any related Prospectus required by this Agreement, the Issuers
and the Guarantors shall, during the periods specified in Sections 3 and 4
hereof, as applicable:

               (i)        use their reasonable best efforts to keep such
         Registration Statement continuously effective and provide all
         requisite financial statements for the period specified in Section 3
         or 4 of this Agreement, as applicable.  Upon the occurrence of any
         event that would cause any such Registration Statement or the
         Prospectus contained therein (A) to contain an untrue statement of
         material fact or omit to state any material fact necessary to make the
         statements therein, in the light of the circumstances under which they
         were made, not misleading or (B) not to be effective and usable for
         resale of Transfer Restricted Securities during the period required by
         this Agreement, the Issuers and the Guarantors shall file promptly an
         appropriate amendment to such Registration Statement or a supplement
         to the Prospectus, as applicable, curing such defect, and, in the case
         of an amendment, use their reasonable best efforts to cause such
         amendment to be declared effective as soon as practicable.

               (ii)       prepare and file with the Commission such amendments
         and post-effective amendments to the applicable Registration Statement
         as may be necessary to keep such Registration Statement effective for
         the applicable period set forth in Section 3 or 4 hereof, as the case
         may be; cause the Prospectus to be supplemented by any required
         Prospectus supplement, and as so supplemented to be filed pursuant to
         Rule 424 under the Act, and to comply fully with Rules





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         424, 430A and 462, as applicable, under the Act in a timely manner; and
         comply with the provisions of the Act with respect to the disposition
         of all securities covered by such Registration Statement during the
         applicable period in accordance with the intended method or methods of
         distribution by the sellers thereof set forth in such Registration
         Statement or supplement to the Prospectus;

              (iii)       advise each Holder whose Transfer Restricted
         Securities have been included in a Shelf Registration Statement (in
         the case of the Shelf Registration Statement) and the Initial
         Purchaser promptly and, if requested by such Person, confirm such
         advice in writing, (A) when the Prospectus or any Prospectus
         supplement or post-effective amendment has been filed, and, with
         respect to any applicable Registration Statement or any post-effective
         amendment thereto, when the same has become effective, (B) of any
         request by the Commission for amendments to the Registration Statement
         or amendments or supplements to the Prospectus or for additional
         information relating thereto, (C) of the issuance by the Commission of
         any stop order suspending the effectiveness of the Registration
         Statement under the Act or of the suspension by any state securities
         commission of the qualification of the Transfer Restricted Securities
         for offering or sale in any jurisdiction, or the initiation of any
         proceeding for any of the preceding purposes, and (D) of the existence
         of any fact or the happening of any event that makes any statement of
         a material fact made in the Registration Statement, the Prospectus,
         any amendment or supplement thereto or any document incorporated by
         reference therein untrue, or that requires the making of any additions
         to or changes in the Registration Statement in order to make the
         statements therein not misleading, or that requires the making of any
         additions to or changes in the Prospectus in order to make the
         statements therein, in the light of the circumstances under which they
         were made, not misleading.  If at any time the Commission shall issue
         any stop order suspending the effectiveness of the Registration
         Statement, or any state securities commission or other regulatory
         authority shall issue an order suspending the qualification or
         exemption from qualification of the Transfer Restricted Securities
         under state securities or Blue Sky laws, the Issuers and the
         Guarantors shall use their reasonable best efforts to obtain the
         withdrawal or lifting of such order at the earliest possible time;

                 (iv)     subject to Section 6(c)(i), if any fact or event
         contemplated by Section 6(c)(iii)(D) hereof shall exist or have
         occurred, prepare a supplement or post-effective amendment to the
         Registration Statement or related Prospectus or any document
         incorporated therein by reference or file any other required document
         so that, as thereafter delivered to the purchasers of Transfer
         Restricted Securities, the Prospectus will not contain an untrue
         statement of a material fact or omit to state any material fact
         necessary to make the statements therein, in the light of the
         circumstances under which they were made, not misleading;

                 (v)      furnish to each Holder whose Transfer Restricted
         Securities have been included in a Shelf Registration Statement (in
         the case of the Shelf Registration Statement) and the Initial
         Purchaser, before filing with the Commission, copies of any
         Registration Statement or any Prospectus included therein or any
         amendments or supplements to any such Registration Statement or
         Prospectus (including all documents incorporated by reference after
         the initial filing of such Registration Statement), which documents
         will be subject to the review and comment of such Persons, if any, for
         a period of at least five Business Days, and the Issuers will not file
         any such Registration Statement or Prospectus or any amendment or
         supplement to any such Registration





                                       9





<PAGE>   11



         Statement or Prospectus (including all such documents incorporated by
         reference) to which such Persons shall reasonably object within five
         Business Days after the receipt thereof.  Such Persons  shall be deemed
         to have reasonably objected to such filing if such Registration
         Statement, amendment, Prospectus or supplement, as applicable, as
         proposed to be filed, contains an untrue statement of a material fact
         or omit to state any material fact necessary to make the statements
         therein, in the light of the circumstances under which they were made,
         not misleading or fails to comply with the applicable requirements of
         the Act;

                 (vi)     promptly prior to the filing of any document that is
         to be incorporated by reference into a Registration Statement or
         Prospectus, provide copies of such document to each Holder whose
         Transfer Restricted Securities have been included in a Shelf
         Registration Statement (in the case of the Shelf Registration
         Statement) and the Initial Purchaser, make the Issuers' and the
         Guarantors' representatives available for discussion of such document
         and other customary due diligence matters, and include such information
         in such document prior to the filing thereof as such Persons may
         reasonably request;
        
                 (vii)    make available, at reasonable times, for inspection
         by each Holder whose Transfer Restricted Securities have been included
         in a Shelf Registration Statement (in the case of the Shelf
         Registration Statement) and the Initial Purchaser and any attorney or
         accountant retained by such Persons, all financial and other records,
         pertinent corporate documents of the Issuers and the Guarantors and
         cause the Issuers' and the Guarantors' officers, directors and
         employees to supply all information reasonably requested by any such
         Persons, attorney or accountant in connection with such Registration
         Statement or any post-effective amendment thereto subsequent to the
         filing thereof and prior to its effectiveness;

                 (viii)   if requested by any Holders whose Transfer Restricted
         Securities have been included in a Shelf Registration Statement (in
         the case of the Shelf Registration Statement) or the Initial
         Purchaser, promptly include in any Registration Statement or
         Prospectus, pursuant to a supplement or post-effective amendment if
         necessary, such information as such Persons may reasonably request to
         have included therein, including, without limitation, information
         relating to the "Plan of Distribution" of the Transfer Restricted
         Securities and the use of the Registration Statement or Prospectus for
         market-making activities; and make all required filings of such
         Prospectus supplement or post-effective amendment as soon as
         practicable after the Issuers are notified of the matters to be
         included in such Prospectus supplement or post-effective amendment;

                 (ix)     furnish to each Holder whose Transfer Restricted
         Securities have been included in a Shelf Registration Statement (in
         the case of the Shelf Registration Statement) and the Initial
         Purchaser, without charge, at least one copy of the Registration
         Statement, as first filed with the Commission, and of each amendment
         thereto, including all documents incorporated by reference therein and
         all exhibits (including exhibits incorporated therein by reference);

                 (x)      deliver to each Holder whose Transfer Restricted
         Securities have been included in a Shelf Registration Statement and
         the Initial Purchaser without charge, as many copies of the Prospectus
         (including each preliminary prospectus) and any amendment or
         supplement thereto as such Persons reasonably may request; the Issuers
         and the Guarantors hereby consent to the use (in





                                       10





<PAGE>   12



         accordance with law and subject to Section 6(d) hereof) of the
         Prospectus and any amendment or supplement thereto by each selling
         Person in connection with the offering and the sale of the Transfer
         Restricted Securities covered by the Prospectus or any amendment or
         supplement thereto and all market-making activities of the Initial
         Purchaser, as the case may be;

                (xi)     upon the request of any Holder whose Transfer
         Restricted Securities have been included in a Shelf Registration
         Statement (in the case of the Shelf Registration Statement) or the
         Initial Purchaser, enter into such agreements (including underwriting
         agreements) and make such representations and warranties and take all
         such other actions in connection therewith in order to expedite or
         facilitate the disposition of the Transfer Restricted Securities
         pursuant to any applicable Registration Statement contemplated by this
         Agreement as may be reasonably requested by such Person in connection
         with any sale or resale pursuant to any applicable Registration
         Statement.  In such connection, the Issuers and the Guarantors shall:
        
                (A) upon request of any such Person, furnish (or in the case of
         paragraphs (2) and (3), use their reasonable best efforts to cause to
         be furnished) to each Holder (in the case of the Shelf Registration
         Statement) and the Initial Purchaser, upon Consummation of the
         Exchange Offer or upon the effectiveness of the Shelf Registration
         Statement, as the case may be:

                          (1)  a certificate, dated such date, signed on behalf
                 of the Issuers by (x) the President or any Vice President and
                 (y) a principal financial or accounting officer of each of the
                 Issuers and each of the Guarantors, confirming, as of the date
                 thereof, the matters set forth in Sections 6(y), 9(a) and 9(b)
                 of the Purchase Agreement and such other similar matters as
                 such Person may reasonably request;

                          (2)  an opinion, dated the date of Consummation of
                 the Exchange Offer or the date of effectiveness of the Shelf
                 Registration Statement, as the case may be, of counsel for the
                 Issuers and the Guarantors covering matters similar to those
                 set forth in Sections 9(e) and (f) of the Purchase Agreement
                 and such other matters as such Person may reasonably request,
                 and in any event including a statement to the effect that such
                 counsel has participated in conferences with officers and
                 other representatives of the Issuers and the Guarantors,
                 representatives of the independent public accountants for the
                 Issuers and the Guarantors and have considered the matters
                 required to be stated therein and the statements contained
                 therein, although such counsel has not independently verified
                 the accuracy, completeness or fairness of such statements; and
                 that such counsel advises that, on the basis of the foregoing
                 (relying as to materiality to the extent such counsel deems
                 appropriate upon the statements of officers and other
                 representatives of the Issuers and the Guarantors) and without
                 independent check or verification), no facts came to such
                 counsel's attention that caused such counsel to believe that
                 the applicable Registration Statement, at the time such
                 Registration Statement or any post-effective amendment thereto
                 became effective and, in the case of the Exchange Offer
                 Registration Statement, as of the date of Consummation of the
                 Exchange Offer, contained an untrue statement of a material
                 fact or omitted to state a material fact required to be stated
                 therein or necessary to make the





                                       11





<PAGE>   13



             statements therein not misleading, or that the Prospectus contained
             in such Registration Statement as of its date and, in the case of
             the opinion dated the date of Consummation of the Exchange Offer,
             as of the date of Consummation, contained an untrue statement of a
             material fact or omitted to state a material fact necessary in
             order to make the statements therein, in the light of the
             circumstances under which they were made, not misleading.  Without
             limiting the foregoing, such counsel may state further that such
             counsel assumes no responsibility for, and has not independently
             verified, the accuracy, completeness or fairness of the financial
             statements, notes and schedules and other financial data included
             in any Registration Statement contemplated by this Agreement or the
             related Prospectus; and

                    (3) a customary comfort letter, dated the date of
             Consummation of the Exchange Offer, or as of the date of
             effectiveness of the Shelf Registration Statement, as the case may
             be, from the Issuers' and the Guarantors' independent accountants,
             in the customary form and covering matters of the type customarily
             covered in comfort letters to underwriters in connection with
             underwritten offerings, and affirming the matters set forth in the
             comfort letters delivered pursuant to Section 9(h) of the Purchase
             Agreement; and
        
                (B) deliver such other documents and certificates as may be
             reasonably requested by such Persons to evidence compliance with
             the matters covered in clause (A) above and with any customary
             conditions contained in any agreement entered into by the Issuers
             and the Guarantors pursuant to this clause (xi);

                (xii)     prior to any public offering of Transfer Restricted
         Securities, cooperate with the selling Holders and their counsel in
         connection with the registration and qualification of the Transfer
         Restricted Securities under the securities or Blue Sky laws of such
         jurisdictions as the selling Holders may request and do any and all
         other acts or things necessary or advisable to enable the disposition
         in such jurisdictions of the Transfer Restricted Securities covered by
         the applicable Registration Statement; provided that neither the
         Issuers nor any Guarantor shall be required to register or qualify as
         a foreign corporation where it is not now so qualified or to take any
         action that would subject it to the service of process in suits or to
         taxation, other than as to matters and transactions relating to the
         Registration Statement, in any jurisdiction where it is not now so
         subject;

                (xiii)    in connection with any sale of Transfer Restricted
         Securities that will result in such securities no longer being
         Transfer Restricted Securities, cooperate with the Holders to
         facilitate the timely preparation and delivery of certificates
         representing Transfer Restricted Securities to be sold and not bearing
         any restrictive legends; and to register such Transfer Restricted
         Securities in such denominations and such names as the selling Holders
         may request at least two Business Days prior to such sale of Transfer
         Restricted Securities;

                (xiv)      use their reasonable best efforts to cause the
         disposition of the Transfer Restricted Securities covered by the
         Registration Statement to be registered with or approved by such other





                                       12





<PAGE>   14



         governmental agencies or authorities as may be necessary to enable the
         seller or sellers thereof to consummate the disposition of such
         Transfer Restricted Securities, subject to the proviso contained in
         clause (xii) above;

                (xv)        provide a CUSIP number for all Transfer Restricted
         Securities not later than the effective date of a Registration
         Statement covering such Transfer Restricted Securities and provide the
         Trustee under the Indenture with printed certificates for the Transfer
         Restricted Securities which are in a form eligible for deposit with The
         Depository Trust Company;
        
                (xvi)       otherwise use their reasonable best efforts to
         comply with all applicable rules and regulations of the Commission, and
         make generally available to their security holders with regard to any
         applicable Registration Statement, as soon as practicable, a
         consolidated earnings statement meeting the requirements of Rule 158
         (which need not be audited) covering a twelve-month period beginning
         after the effective date of the Registration Statement (as such term is
         defined in Rule 158(c) under the Act);

                (xvii)      cause the Indenture to be qualified under the TIA
         not later than the effective date of the first Registration Statement
         required by this Agreement and, in connection therewith, cooperate with
         the Trustee and the Holders to effect such changes to the Indenture as
         may be required for such Indenture to be so qualified in accordance
         with the terms of the TIA; and execute and use their reasonable best
         efforts to cause the Trustee to execute, all documents that may be
         required to effect such changes and all other forms and documents
         required to be filed with the Commission to enable such Indenture to be
         so qualified in a timely manner; and

                (xviii)     provide promptly to each Holder and the Initial
         Purchaser, upon request, each document filed with the Commission
         pursuant to the requirements of Section 13 or Section 15(d) of the
         Exchange Act.

       (d)     Restrictions on Holders.   Each Holder agrees by acquisition of
a Transfer Restricted Security and the Initial Purchaser agrees that, upon
receipt of the notice referred to in Section 6(c)(iii)(C) or any notice from
the Issuers of the existence of any fact of the kind described in Section
6(c)(iii)(D) hereof (in each case, a "Suspension Notice"), such Person will
forthwith discontinue disposition of Transfer Restricted Securities pursuant to
the applicable Registration Statement until (i) such Person has received copies
of the supplemented or amended Prospectus contemplated by Section 6(c)(iv)
hereof, or (ii) such Person is advised in writing by the Issuers that the use
of the Prospectus may be resumed, and has received copies of any additional or
supplemental filings that are incorporated by reference in the Prospectus (in
each case, the "Recommencement Date").  Each Person receiving a Suspension
Notice hereby agrees that it will either (i) destroy any Prospectuses, other
than permanent file copies, then in such Person's possession which have been
replaced by the Issuers with more recently dated Prospectuses or (ii) deliver
to the Issuers (at the Issuers' expense) all copies, other than permanent file
copies, then in such Person's possession of the Prospectus covering such
Transfer Restricted Securities that was current at the time of receipt of the
Suspension Notice.  The time period regarding the effectiveness of such
Registration Statement set forth in Section 3 or 4 hereof, as applicable, shall
be extended by a number of days equal to the number of days in the period from
and including the date of delivery of the Suspension Notice to the date of
delivery of the Recommencement Date.





                                       13





<PAGE>   15




SECTION 7. REGISTRATION EXPENSES

      (a)      All expenses incident to the Issuers' and the Guarantors'
performance of or compliance with this Agreement will be borne by the Issuers
and the Guarantors, regardless of whether a Registration Statement becomes
effective, including, without limitation: (i) all registration and filing fees
and expenses; (ii) all fees and expenses of compliance with federal securities
and state Blue Sky or securities laws; (iii) all expenses of printing
(including printing certificates for the Series B Notes to be issued in the
Exchange Offer and printing of Prospectuses (whether for exchanges, sales,
market-making or otherwise), messenger and delivery services and telephone;
(iv) all fees and disbursements of counsel for the Issuers and the Guarantors;
(v) all application and filing fees in connection with listing the Series B
Notes on a national securities exchange or automated quotation system pursuant
to the requirements hereof; and (vi) all fees and disbursements of independent
certified public accountants of the Issuers and the Guarantors (including the
expenses of any special audit and comfort letters required by or incident to
such performance).

       The Issuers will, in any event, bear its and the Guarantors' internal
expenses (including, without limitation, all salaries and expenses of their
officers and employees performing legal or accounting duties), the expenses of
any annual audit and the fees and expenses of any Person, including special
experts, retained by the Issuers and the Guarantors.

       (b)     In connection with any Registration Statement required by this
Agreement (including, without limitation, the Exchange Offer Registration
Statement and the Shelf Registration Statement), the Issuers and the Guarantors
will reimburse the Initial Purchaser and the Holders of Transfer Restricted
Securities who are tendering Series A Notes in the Exchange Offer and/or
selling or reselling Series A Notes or Series B Notes pursuant to the "Plan of
Distribution" contained in the Exchange Offer Registration Statement or the
Shelf Registration Statement, as applicable, for the reasonable fees and
disbursements of not more than one counsel, who shall be chosen by the Holders
of a majority in principal amount of the Transfer Restricted Securities for
whose benefit such Registration Statement is being prepared.

SECTION 8. INDEMNIFICATION

       (a)     The Issuers and the Guarantors, jointly and severally, agree to
indemnify and hold harmless each Holder, its directors, officers and each
Person, if any, who controls such Holder (within the meaning of Section 15 of
the Act or Section 20 of the Exchange Act), from and against any and all
losses, claims, damages, liabilities, judgments, (including, without
limitation, any legal or other expenses incurred in connection with
investigating or defending any matter, including any action that could give
rise to any such losses, claims, damages, liabilities or judgments) caused by
any untrue statement or alleged untrue statement of a material fact contained
in any Registration Statement, preliminary prospectus or Prospectus (or any
amendment or supplement thereto) provided by the Issuers to any Holder or any
prospective purchaser of Series B Notes or registered Series A Notes, or caused
by any omission or alleged omission to state therein a material fact required
to be stated therein or necessary to make the statements therein not
misleading, except insofar as such losses, claims, damages, liabilities or
judgments are caused by an untrue statement or omission or alleged untrue
statement or omission that is based upon information relating to any of the
Holders furnished in writing to the Issuers by any of the Holders.





                                       14





<PAGE>   16





      (b)      Each Holder of Transfer Restricted Securities agrees, severally
and not jointly, to indemnify and hold harmless each of the Issuers and the
Guarantors, its directors and officers, and each person, if any, who controls
(within the meaning of Section 15 of the Act or Section 20 of the Exchange Act)
such Issuer or Guarantor, to the same extent as the foregoing indemnity from
the Issuers and the Guarantors set forth in Section 8(a) hereof, but only with
reference to information relating to such Holder furnished in writing to the
Issuers and the Guarantors by such Holder expressly for use in any Registration
Statement.  In no event shall any Holder, its directors, officers or any Person
who controls such Holder be liable or responsible for any amount in excess of
the amount by which the total amount received by such Holder with respect to
its sale of Transfer Restricted Securities pursuant to a Registration Statement
exceeds (i) the amount paid by such Holder for such Transfer Restricted
Securities and (ii) the amount of any damages that such Holder, its directors,
officers or any Person who controls such Holder has otherwise been required to
pay by reason of such untrue or alleged untrue statement or omission or alleged
omission.

      (c)      In case any action shall be commenced involving any person in
respect of which indemnity may be sought pursuant to Section 8(a) or 8(b) (the
"indemnified party"), the indemnified party shall promptly notify the person
against whom such indemnity may be sought (the "indemnifying person") in
writing, and the indemnifying party shall assume the defense of such action,
including the employment of counsel reasonably satisfactory to the indemnified
party and the payment of all fees and expenses of such counsel, as incurred
(except that, in the case of any action in respect of which indemnity may be
sought pursuant to both Sections 8(a) and 8(b), a Holder shall not be required
to assume the defense of such action pursuant to this Section 8(c), but may
employ separate counsel and participate in the defense thereof, but the fees
and expenses of such counsel, except as provided below, shall be at the expense
of the Holder).  Any indemnified party shall have the right to employ separate
counsel in any such action and participate in the defense thereof, but the fees
and expenses of such counsel shall be at the expense of the indemnified party,
unless (i) the employment of such counsel shall have been specifically
authorized in writing by the indemnifying party, (ii) the indemnifying party
shall have failed to assume the defense of such action or employ counsel
reasonably satisfactory to the indemnified party or (iii) the named parties to
any such action (including any impleaded parties) include both the indemnified
party and the indemnifying party, and the indemnified party shall have been
advised by such counsel that there may be one or more legal defenses available
to it which are different from or additional to those available to the
indemnifying party (in which case the indemnifying party shall not have the
right to assume the defense of such action on behalf of the indemnified party).
In any such case, the indemnifying party shall not, in connection with any one
action or separate but substantially similar or related actions in the same
jurisdiction arising out of the same general allegations or circumstances, be
liable for the fees and expenses of more than one separate firm of attorneys
(in addition to any local counsel) for all indemnified parties and all such
fees and expenses shall be reimbursed as they are incurred.  Such firm shall be
designated in writing by a majority of the Holders, in the case of the parties
indemnified pursuant to Section 8(a), and by the Issuers and the Guarantors, in
the case of parties indemnified pursuant to Section 8(b). The indemnifying
party shall indemnify and hold harmless the indemnified party from and against
any and all losses, claims, damages, liabilities and judgments by reason of any
settlement of any action (i) effected with its written consent or (ii) effected
without its written consent if the settlement is entered into more than twenty
Business Days after the indemnifying party shall have received a request from
the indemnified party for reimbursement for the fees and expenses of counsel
(in any case where such fees and expenses are at the expense of the
indemnifying party) and, prior to the date of such settlement, the indemnifying
party shall have failed to comply with such reimbursement request.   No
indemnifying party shall, without the prior written consent of the indemnified





                                       15





<PAGE>   17



party, effect any settlement or compromise of, or consent to the entry of
judgment with respect to, any pending or threatened action in respect of which
the indemnified party is or could have been a party and indemnity or
contribution may be or could have been sought hereunder by the indemnified
party, unless such settlement, compromise or judgment (i) includes an
unconditional release of the indemnified party from all liability on claims
that are or could have been the subject matter of such action and (ii) does not
include a statement as to or an admission of fault, culpability or a failure to
act, by or on behalf of the indemnified party.

       (d)     To the extent that the indemnification provided for in this
Section 8 is unavailable to an indemnified party in respect of any losses,
claims, damages, liabilities or judgments referred to therein, then each
indemnifying party, in lieu of indemnifying such indemnified party, shall
contribute to the amount paid or payable by such indemnified party as a result
of such losses, claims, damages, liabilities or judgments (i) in such
proportion as is appropriate to reflect the relative benefits received by the
Issuers and the Guarantors, on the one hand, and the Holders, on the other
hand, from their sale of Transfer Restricted Securities or (ii) if the
allocation provided by clause 8(d)(i) is not permitted by applicable law, in
such proportion as is appropriate to reflect not only the relative benefits
referred to in clause 8(d)(i) hereof but also the relative fault of the Issuers
and the Guarantors, on the one hand, and of the Holder, on the other hand, in
connection with the statements or omissions which resulted in such losses,
claims, damages, liabilities or judgments, as well as any other relevant
equitable considerations.  The relative fault of the Issuers and the
Guarantors, on the one hand, and of the Holder, on the other hand, shall be
determined by reference to, among other things, whether the untrue or alleged
untrue statement of a material fact or the omission or alleged omission to
state a material fact relates to information supplied by the Issuers and the
Guarantors, on the one hand, or by the Holder, on the other hand, and the
parties' relative intent, knowledge, access to information and opportunity to
correct or prevent such statement or omission.  The amount paid or payable by
an indemnified party as a result of the losses, claims, damages, liabilities or
judgments referred to above shall be deemed to include, subject to the
limitations set forth in the second paragraph of Section 8(a), any legal or
other fees or expenses reasonably incurred by such indemnified party in
connection with investigating or defending any matter, including any action
that could have given rise to such losses, claims, damages, liabilities or
judgments.

       The Issuers, the Guarantors and each Holder agree that it would not be
just and equitable if contribution pursuant to this Section 8(d) were
determined by pro rata allocation (even if the Holders were treated as one
entity for such purpose) or by any other method of allocation which does not
take account of the equitable considerations referred to in the immediately
preceding paragraph. Notwithstanding the provisions of this Section 8, no
Holder, its directors, its officers or any Person, if any, who controls such
Holder shall be required to contribute, in the aggregate, any amount in excess
of the amount by which the total received by such Holder with respect to the
sale of Transfer Restricted Securities pursuant to a Registration Statement
exceeds (i) the amount paid by such Holder for such Transfer Restricted
Securities and (ii) the amount of any damages which such Holder has otherwise
been required to pay by reason of such untrue or alleged untrue statement or
omission or alleged omission.  No person guilty of fraudulent misrepresentation
(within the meaning of Section 11(f) of the Act) shall be entitled to
contribution from any person who was not guilty of such fraudulent
misrepresentation.  The Holders' obligations to contribute pursuant to this
Section 8(d) are several in proportion to the respective principal amount of
Transfer Restricted Securities held by each Holder hereunder and not joint.





                                       16





<PAGE>   18




      (e)      The Issuers and the Guarantors agree that the indemnity and
contribution provisions of this Section 8 shall apply to the Initial Purchaser
to the same extent, on the same conditions, as it applies to Holders.

SECTION 9. RULE 144A AND RULE 144

       The Issuers and the Guarantors agrees with each Holder, for so long as
any Transfer Restricted Securities remain outstanding and during any period in
which the Issuers (i) are not subject to Section 13 or 15(d) of the Exchange
Act, to make available, upon request of any Holder, to such Holder or
beneficial owner of Transfer Restricted Securities in connection with any sale
thereof and any prospective purchaser of such Transfer Restricted Securities
designated by such Holder or beneficial owner, the information required by Rule
144A(d)(4) under the Act in order to permit resales of such Transfer Restricted
Securities pursuant to Rule 144A, and (ii) are subject to Section 13 or 15(d)
of the Exchange Act, to make all filings required thereby in a timely manner in
order to permit resales of such Transfer Restricted Securities pursuant to Rule
144.

SECTION 10. MISCELLANEOUS

      (a)      Remedies.   The Issuers and the Guarantors acknowledge and agree
that any failure by the Issuers and the Guarantors to comply with their
obligations under Sections 3 and 4 hereof may result in material irreparable
injury to the Initial Purchaser or the Holders for which there is no adequate
remedy at law, that it will not be possible to measure damages for such
injuries precisely and that, in the event of any such failure, the Initial
Purchaser or any Holder may obtain such relief as may be required to
specifically enforce the Issuers' and the Guarantors' obligations under
Sections 3 and 4 hereof.  The Issuers and the Guarantors further agree to waive
the defense in any action for specific performance that a remedy at law would
be adequate.

      (b)      No Inconsistent Agreements.  None of the Issuers or the
Guarantors will, on or after the date of this Agreement, enter into any
agreement with respect to its securities that is inconsistent with the rights
granted to the Holders in this Agreement or otherwise conflicts with the
provisions hereof. None of the Issuers or the Guarantors has previously entered
into any agreement granting any registration rights with respect to its
securities to any Person.  The rights granted to the Holders hereunder do not
in any way conflict with and are not inconsistent with the rights granted to
the holders of the Issuers' or any Guarantor's securities under any agreement
in effect on the date hereof.

      (c)      Amendments and Waivers.   The provisions of this Agreement may
not be amended, modified or supplemented, and waivers or consents to or
departures from the provisions hereof may not be given unless (i) in the case
of Section 5 hereof and this Section 10(c)(i), the Issuers have obtained the
written consent of Holders of all outstanding Transfer Restricted Securities,
and (ii) in the case of all other provisions hereof, the Issuers have obtained
the written consent of Holders of a majority of the outstanding principal
amount of Transfer Restricted Securities (excluding Transfer Restricted
Securities held by the Issuers or their Affiliates).  Notwithstanding the
foregoing, a waiver or consent to departure from the provisions hereof that
relates exclusively to the rights of Holders whose Transfer Restricted
Securities are being tendered pursuant to the Exchange Offer, and that does not
affect directly or indirectly the rights of other Holders whose Transfer
Restricted Securities are not being tendered pursuant to such Exchange Offer,





                                       17





<PAGE>   19



may be given by the Holders of a majority of the outstanding principal amount
of Transfer Restricted Securities subject to such Exchange Offer.

      (d)      Third Party Beneficiary.   The Holders shall be third party
beneficiaries to the agreements made hereunder between the Issuers and the
Guarantors, on the one hand, and the Initial Purchaser, on the other hand, and
shall have the right to enforce such agreements directly to the extent they may
deem such enforcement necessary or advisable to protect its rights or the
rights of Holders hereunder.

      (e)      Notices.   All notices and other communications provided for or
permitted hereunder shall be made in writing by hand-delivery, first-class mail
(registered or certified, return receipt requested), telex, telecopier, or air
courier guaranteeing overnight delivery:

                (i)       if to a Holder, at the address set forth on the
         records of the Registrar under the Indenture, with a copy to the
         Registrar under the Indenture; and

                (ii)      if to the Issuers or the Guarantors:

                          c/o Thermadyne Mfg. LLC
                          101 South Hanley Road
                          St. Louis, Missouri 63105
                          Telecopier No.: (314) 746-2327
                          Attention: Stephanie N. Josephson, Esq.

                          With a copy to:

                          Davis Polk & Wardwell
                          450 Lexington Avenue
                          New York, New York 10017
                          Telecopier No.: (212) 450-4000
                          Attention:  Richard D. Truesdell, Esq.

                                      and

                          Weil, Gotshal & Manges LLP
                          100 Crescent Court, Suite 1300
                          Dallas, Texas 75201
                          Telecopier No.: (214) 746-7777
                          Attention: R. Scott Cohen, Esq.

       All such notices and communications shall be deemed to have been duly
given:  at the time delivered by hand, if personally delivered; five Business
Days after being deposited in the mail, postage prepaid, if mailed; when
receipt acknowledged, if telecopied; and on the next Business Day, if timely
delivered to an air courier guaranteeing overnight delivery.





                                       18





<PAGE>   20




       Copies of all such notices, demands or other communications shall be
concurrently delivered by the Person giving the same to the Trustee at the
address specified in the Indenture.

       Upon the date of filing of the Exchange Offer or a Shelf Registration
Statement, as the case may be, notice shall be delivered to Donaldson, Lufkin &
Jenrette Securities Corporation (in the form attached hereto as Exhibit A) and
shall be addressed to: Attention: Louise Guarneri (Compliance Department), 277
Park Avenue, New York, New York 10172.

       (f)     Successors and Assigns.   This Agreement shall inure to the
benefit of and be binding upon the successors and assigns of each of the
parties, including, without limitation, and without the need for an express
assignment, subsequent Holders; provided that nothing herein shall be deemed to
permit any assignment, transfer or other disposition of Transfer Restricted
Securities in violation of the terms hereof or of the Purchase Agreement or the
Indenture.  If any transferee of any Holder shall acquire Transfer Restricted
Securities in any manner, whether by operation of law or otherwise, such
Transfer Restricted Securities shall be held subject to all of the terms of
this Agreement, and by taking and holding such Transfer Restricted Securities
such Person shall be conclusively deemed to have agreed to be bound by and to
perform all of the terms and provisions of this Agreement, including the
restrictions on resale set forth in this Agreement and, if applicable, the
Purchase Agreement, and such Person shall be entitled to receive the benefits
hereof.

       (g)      Counterparts.   This Agreement may be executed in any number of
counterparts and by the parties hereto in separate counterparts, each of which
when so executed shall be deemed to be an original and all of which taken
together shall constitute one and the same agreement.

       (h)      Headings.   The headings in this Agreement are for convenience
of reference only and shall not limit or otherwise affect the meaning hereof.

       (i)      Governing Law.   THIS AGREEMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD
TO THE CONFLICT OF LAW RULES THEREOF.

       (j)      Severability.   In the event that any one or more of the
provisions contained herein, or the application thereof in any circumstance, is
held invalid, illegal or unenforceable, the validity, legality and
enforceability of any such provision in every other respect and of the
remaining provisions contained herein shall not be affected or impaired
thereby.

       (k)      Entire Agreement.   This Agreement is intended by the parties as
a final expression of their agreement and intended to be a complete and
exclusive statement of the agreement and understanding of the parties hereto in
respect of the subject matter contained herein.  There are no restrictions,
promises, warranties or undertakings, other than those set forth or referred to
herein with respect to the registration rights granted with respect to the
Transfer Restricted Securities.  This Agreement supersedes all prior agreements
and understandings between the parties with respect to such subject matter.





                                       19





<PAGE>   21




       IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first written above.


                                                THERMADYNE MFG. LLC

                                                 
                                                By: /s/ STEPHANIE N. JOSEPHSON
                                                   -----------------------------
                                                   Name:
                                                   Title:


                                                THERMADYNE CAPITAL CORP.


                                                By: /s/ STEPHANIE N. JOSEPHSON
                                                   -----------------------------
                                                   Name:
                                                   Title:


                                                C&G SYSTEMS HOLDING, INC.


                                                By: /s/ STEPHANIE N. JOSEPHSON
                                                   -----------------------------
                                                    Name:
                                                    Title:

                                                C&G SYSTEMS, INC.
 
                                                By: /s/ STEPHANIE N. JOSEPHSON
                                                   -----------------------------
                                                   Name:
                                                   Title:

                                                COYNE NATURAL GAS SYSTEMS INC.

                                                By: /s/ STEPHANIE N. JOSEPHSON
                                                   -----------------------------
                                                   Name:
                                                   Title:

                                                MARISON CYLINDER COMPANY


                                                By: /s/ STEPHANIE N. JOSEPHSON
                                                   -----------------------------
                                                   Name:
                                                   Title:





                                       20





<PAGE>   22


                                                MECO HOLDING COMPANY

                                                By: /s/ STEPHANIE N. JOSEPHSON
                                                   -----------------------------
                                                   Name:
                                                   Title:


                                                MODERN ENGINEERING COMPANY, INC.

                                                By: /s/ STEPHANIE N. JOSEPHSON
                                                   -----------------------------
                                                   Name:
                                                   Title:


                                                STOODY COMPANY
 
                                                By: /s/ STEPHANIE N. JOSEPHSON
                                                   -----------------------------
                                                   Name:
                                                   Title:


                                                TAG REALTY, INC.

                                                By: /s/ STEPHANIE N. JOSEPHSON
                                                   -----------------------------
                                                   Name:
                                                   Title:


                                                THERMADYNE CYLINDER COMPANY

                                                By: /s/ STEPHANIE N. JOSEPHSON
                                                   -----------------------------
                                                   Name:
                                                   Title:


                                                THERMADYNE INDUSTRIES, INC.

                                                By: /s/ STEPHANIE N. JOSEPHSON
                                                   -----------------------------
                                                   Name:
                                                   Title:





                                       21





<PAGE>   23

                                                THERMADYNE INTERNATIONAL CORP.

                                                By: /s/ STEPHANIE N. JOSEPHSON
                                                   -----------------------------
                                                   Name:
                                                   Title:


                                                THERMAL ARC, INC.

                                                By: /s/ STEPHANIE N. JOSEPHSON
                                                   -----------------------------
                                                   Name:
                                                   Title:


                                                THERMAL DYNAMICS CORP.,

                                                By: /s/ STEPHANIE N. JOSEPHSON
                                                   -----------------------------
                                                   Name:
                                                   Title:


                                                TWECO PRODUCTS, INC.

                                                By: /s/ STEPHANIE N. JOSEPHSON
                                                   -----------------------------
                                                   Name:
                                                   Title:


                                                VICTOR COYNE INTERNATIONAL, INC.
  
                                                By: /s/ STEPHANIE N. JOSEPHSON
                                                   -----------------------------
                                                   Name:
                                                   Title:

  
                                                VICTOR EQUIPMENT COMPANY,

                                                By: /s/ STEPHANIE N. JOSEPHSON
                                                   -----------------------------
                                                   Name:
                                                   Title:





                                       22





<PAGE>   24


                                                WICHITA WAREHOUSE CORPORATION

                                                By: /s/ STEPHANIE N. JOSEPHSON
                                                   -----------------------------
                                                   Name:
                                                   Title:


                                                WOODLAND CRYOGENICS COMPANY

                                                By: /s/ STEPHANIE N. JOSEPHSON
                                                   -----------------------------
                                                   Name:
                                                   Title:

DONALDSON, LUFKIN & JENRETTE
   SECURITIES CORPORATION


By: /s/ TIMOTHY WHITE
   -----------------------------
   Name: Timothy White
   Title: Vice President




                                       23





<PAGE>   25



                                   EXHIBIT A
                              NOTICE OF FILING OF
                   A/B EXCHANGE OFFER REGISTRATION STATEMENT

To:    Donaldson, Lufkin & Jenrette Securities Corporation
       277 Park Avenue
       New York, New York  10172
       Attention:  Louise Guarneri (Compliance Department)
       Fax: (212) 892-7272

From:  Thermadyne Mfg. LLC and Thermadyne Capital Corp.

       9-7/8% Senior Subordinated Notes due 2008

Date:  ___________, 1998

       For your information only (NO ACTION REQUIRED):

       Today, ___________, 1998, we filed [an A/B Exchange Registration
Statement/a Shelf Registration Statement] with the Securities and Exchange
Commission.





                                       24





<PAGE>   26



                                                                      SCHEDULE A
                                   Guarantors
C&G Systems Holding, Inc.
C&G Systems, Inc.
Coyne Natural Gas Systems Inc.
Marison Cylinder Company
MECO Holding Company
Modern Engineering Company, Inc.
Stoody Company
TAG Realty, Inc.
Thermadyne Cylinder Company
Thermadyne Industries, Inc.
Thermadyne International Corp.
Thermal Arc, Inc.
Thermal Dynamics Corp.,
Tweco Products, Inc.
Victor Coyne International, Inc.
Victor Equipment Company,
Wichita Warehouse Corporation
Woodland Cryogenics Company





                                       25