<PAGE>   1

                                                                   EXHIBIT 10.31


                                   EXHIBIT A-1
                                 (Face of Note)


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



                                                                 CUSIP 883439AA9


                    9-7/8% Senior Subordinated Notes due 2008


No. ____                                                             $__________

                               THERMADYNE MFG. LLC
                                       AND
                            THERMADYNE CAPITAL CORP.

jointly and severally, promise to pay to ___________ or registered assigns, the
principal sum of _____________ Dollars on June 1, 2008.

Interest Payment Dates:  June 1 and December 1.

Record Dates: May 15 and November 15.









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








                                     A-1-1
<PAGE>   2



                                        Dated:  May  22, 1998

                                        THERMADYNE MFG. LLC



                                        By:    
                                             ----------------------------------
                                             Name:
                                             Title:



                                        THERMADYNE CAPITAL CORP.


                                        By:     
                                            ----------------------------------
                                            Name:
                                            Title:


This is one of the
Notes referred to in the
within-mentioned Indenture:


STATE STREET BANK AND TRUST COMPANY,
as Trustee


By:
   ----------------------------------  




                                     A-1-2
<PAGE>   3



                                 (Back of Note)

                    9-7/8% Senior Subordinated Notes due 2008

[THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE
GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL
OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES
EXCEPT THAT (I) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED
PURSUANT TO SECTION 2.07 OF THE INDENTURE, (II) THIS GLOBAL NOTE MAY BE
EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06(a) OF THE INDENTURE,
(III) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT
TO SECTION 2.11 OF THE INDENTURE AND (IV) THIS GLOBAL NOTE MAY BE TRANSFERRED TO
A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THERMADYNE MFG. LLC AND
THERMADYNE CAPITAL CORPORATION.]1

THIS NOTE (OR ITS PREDECESSOR) HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES
ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE
OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED WITHIN THE UNITED STATES OR TO,
OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS, EXCEPT AS SET FORTH IN THE NEXT
SENTENCE. BY ITS ACQUISITION HEREOF OR OF A BENEFICIAL INTEREST HEREIN, THE
HOLDER: (1) REPRESENTS THAT (A) IT IS A "QUALIFIED INSTITUTIONAL BUYER" (AS
DEFINED IN RULE 144A UNDER THE SECURITIES ACT) (A "QIB"), (B) IT HAS ACQUIRED
THIS NOTE IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH REGULATION S UNDER THE
SECURITIES ACT OR (C) IT IS AN INSTITUTIONAL "ACCREDITED INVESTOR" (AS DEFINED
IN RULE 501(A) (1), (2), (3) OR (7) OR REGULATION D UNDER THE SECURITIES ACT (AN
"IAI"), (2) AGREES THAT IT WILL NOT RESELL OR OTHERWISE TRANSFER THIS NOTE
EXCEPT (A) TO THE ISSUERS OR ANY OF ITS SUBSIDIARIES, (B) TO A PERSON WHOM THE
SELLER REASONABLY BELIEVES IS A QIB PURCHASING FOR ITS OWN ACCOUNT OR FOR THE
ACCOUNT OF A QIB IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (C) IN
AN OFFSHORE TRANSACTION MEETING THE REQUIREMENTS OF RULE 903 OR 904 OF THE
SECURITIES ACT, (D) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144 UNDER
THE SECURITIES ACT, (E) TO AN IAI THAT, PRIOR TO SUCH TRANSFER, FURNISHES THE
TRUSTEE A SIGNED LETTER CONTAINING CERTAIN REPRESENTATIONS AND AGREEMENTS
RELATING TO THE TRANSFER OF THIS NOTE (THE FORM OF WHICH CAN BE OBTAINED FROM
THE TRUSTEE) AND, IF SUCH TRANSFER IS IN RESPECT OF AN AGGREGATE PRINCIPAL
AMOUNT OF NOTES LESS THAN $250,000, AN OPINION OF COUNSEL ACCEPTABLE TO THE
ISSUERS THAT SUCH TRANSFER IS IN COMPLIANCE WITH THE SECURITIES ACT, (F) IN
ACCORDANCE WITH ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE
SECURITIES ACT (AND BASED UPON AN OPINION OF COUNSEL ACCEPTABLE TO THE ISSUERS)
OR (G) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT AND, IN EACH CASE, IN
ACCORDANCE WITH THE APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES
OR ANY OTHER APPLICABLE JURISDICTION AND (3) AGREES THAT IT WILL DELIVER TO EACH
PERSON TO WHOM THIS NOTE OR AN INTEREST HEREIN IS 

-------------------

1    This should be included only if the Note is being issued in global form.


                                     A-1-3
<PAGE>   4

TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. AS USED HEREIN,
THE TERMS "OFFSHORE TRANSACTION" AND "UNITED STATES" HAVE THE MEANINGS GIVEN TO
THEM BY RULE 902 OF REGULATION S UNDER THE SECURITIES ACT. THE INDENTURE
CONTAINS A PROVISION REQUIRING THE TRUSTEE TO REFUSE TO REGISTER ANY TRANSFER OF
THIS NOTE IN VIOLATION OF THE FOREGOING.

         Capitalized terms used herein shall have the meanings assigned to them
in the Indenture referred to below unless otherwise indicated.

         1.       INTEREST. Thermadyne Mfg. LLC, a Delaware limited liability
company ("Thermadyne"), and Thermadyne Capital Corp., a Delaware corporation
("Thermadyne Capital", together with Thermadyne, the "Issuers"), jointly and
severally, promise to pay interest on the principal amount of this Note at
9-7/8% per annum from May 22, 1998 until maturity and shall pay the Liquidated
Damages payable pursuant to Section 5 of the Registration Rights Agreement
referred to below. The Issuers will pay interest and Liquidated Damages
semi-annually on June 1 and December 1 of each year, or if any such day is not a
Business Day, on the next succeeding Business Day (each, an "Interest Payment
Date"). Interest on the Notes will accrue from the most recent date to which
interest has been paid or, if no interest has been paid, from May 22, 1998;
provided that if there is no existing Default in the payment of interest, and if
this Note is authenticated between a record date referred to on the face hereof
and the next succeeding Interest Payment Date, interest shall accrue from such
next succeeding Interest Payment Date; and provided further that the first
Interest Payment Date shall be December 1, 1998. The Issuers shall pay interest
(including post-petition interest in any proceeding under any Bankruptcy Law) on
overdue principal and premium, if any, from time to time on demand at a rate
that is 1% per annum in excess of the rate then in effect; they shall pay
interest (including post-petition interest in any proceeding under any
Bankruptcy Law) on overdue installments of interest and Liquidated Damages
(without regard to any applicable grace periods) from time to time on demand at
the same rate to the extent lawful. Interest will be computed on the basis of a
360-day year of twelve 30-day months.

         2.       METHOD OF PAYMENT. The Issuers will pay interest on the Notes
(except defaulted interest) and Liquidated Damages to the Persons who are
registered Holders of Notes at the close of business on the May 15 or November
15 next preceding the Interest Payment Date, even if such Notes are cancelled
after such record date and on or before such Interest Payment Date, except as
provided in Section 2.12 of the Indenture with respect to defaulted interest.
The Notes will be payable as to principal, premium and Liquidated Damages, if
any, and interest at the office of the Paying Agent and Registrar. Holders of
Notes must surrender their Notes to the Paying Agent to collect principal
payments, and the Issuers may pay principal and interest and Liquidated Damages,
if any, by check and may mail checks to a Holder's registered address; provided
that all payments with respect to Global Notes and Definitive Notes, the Holders
of which have given wire transfer instructions to the Issuers, will be required
to be made by wire transfer of immediately available funds to the accounts
specified by the Holders thereof. Such payment shall be in such coin or currency
of the United States of America as at the time of payment is legal tender for
payment of public and private debts.

         3.       PAYING AGENT AND REGISTRAR. Initially, State Street Bank and
Trust Company, the Trustee under the Indenture, will act as Paying Agent and
Registrar. The Issuers may change any Paying Agent or Registrar without notice
to any Holder. The Issuers or any of their Subsidiaries may act in any such
capacity.

         4.       INDENTURE The Issuers issued the Notes under an Indenture
dated as of May 22, 1998 ("Indenture"), among the Issuers, the Guarantors and
the Trustee. The terms of the Notes include those




                                     A-1-4

<PAGE>   5

stated in the Indenture and those made part of the Indenture by reference to the
Trust Indenture Act of 1939, as amended (15 U.S. Code ss.ss. 77aaa-77bbbb). The
Notes are subject to all such terms, and Holders are referred to the Indenture
and such Act for a statement of such terms. To the extent any provision of this
Note conflicts with the express provisions of the Indenture, the provisions of
the Indenture shall govern and be controlling. The Notes are obligations of the
Issuers initially limited to $207 million in aggregate principal amount.

         5.       OPTIONAL REDEMPTION.

         (a)      Except as provided in subparagraph (b) of this Paragraph 5,
the Notes will not be redeemable at the Issuers' option prior to June 1, 2003.
Thereafter, the Notes will be subject to redemption at any time at the option of
the Issuers, in whole or in part, upon not less than 30 nor more than 60 days'
notice, in cash at the redemption prices (expressed as percentages of principal
amount) set forth below, plus accrued and unpaid interest and Liquidated
Damages, if any, thereon to the applicable redemption date, if redeemed during
the twelve-month period beginning on June 1 of the years indicated below:

<TABLE>
<CAPTION>

        Year                                         Percentage
        ----                                         ----------  
        <S>                                           <C>     
        2003......................................... 104.938%
        2004......................................... 103.292%
        2005......................................... 101.646%
        2006 and thereafter.......................... 100.000%
</TABLE>

         (b)      Notwithstanding the provisions of subparagraph (a) of this
Paragraph 5, on or prior to June 1, 2001, the Issuers may redeem up to 35% of
the aggregate principal amount of Notes ever issued under the Indenture in cash
at a redemption price of 109.875% of the principal amount thereof, plus accrued
and unpaid interest and Liquidated Damages, if any, thereon to the redemption
date, with the net cash proceeds of one or more Public Equity Offerings;
provided that at least 65% of the aggregate principal amount of Notes ever
issued under the Indenture remains outstanding immediately after the occurrence
of any such redemption; and provided further that such redemption shall occur
within 90 days of the date of the closing of any such Public Equity Offering.

         (c)      In addition, at any time prior to June 1, 2003, the Issuers
may, at their option upon the occurrence of a Change of Control, redeem the
Notes, in whole but not in part, upon not less than 30 nor more than 60 days'
prior notice (but in no event may any such redemption occur more than 60 days
after the occurrence of such Change of Control), in cash at a redemption price
equal to (i) the present value of the sum of all the remaining interest
(excluding accrued and unpaid interest, if any), premium and principal payments
that would become due on the Notes as if the Notes were to remain outstanding
and be redeemed on June 1, 2003, computed using a discount rate equal to the
Treasury Rate plus 50 basis points, plus (ii) accrued and unpaid interest and
Liquidated Damages, if any, to the date of redemption.

         6.       MANDATORY REDEMPTION.

         Except as set forth in paragraph 7 below, the Issuers are not required
to make mandatory redemption of, or sinking fund payments with respect to, the
Notes.



                                     A-1-5
<PAGE>   6

         7.       REPURCHASE AT OPTION OF HOLDER.

         (a)      Upon the occurrence of a Change of Control (such date being
the "Change of Control Payment"), each Holder of Notes shall have the right to
require the Issuers to purchase all or any part (equal to $1,000 or an integral
multiple thereof) of such Holder's Notes pursuant to an offer at an offer price
in cash equal to 101% of the aggregate principal amount thereof, plus accrued
and unpaid interest and Liquidated Damages, if any, thereon to the date of
repurchase. Within 60 days following any Change of Control, subject to the
provisions of the Indenture, the Issuers shall mail a notice to each Holder of
Notes at such Holder's registered address setting forth the procedures governing
the offer as required by the Indenture.

         (b)      When the aggregate amount of Excess Proceeds exceeds $15.0
million, the Issuers will be required to make an offer to all Holders of Notes
to purchase the maximum principal amount of Notes that may be purchased out of
Excess Proceeds, at an offer price in cash in an amount equal to 100% of the
principal amount thereof, plus accrued and unpaid interest and Liquidated
Damages, if any, thereon to the date of purchase, in accordance with the
procedures set forth in the Indenture. Holders of Notes that are subject to an
offer to purchase will receive an Asset Sale Offer from the Issuers prior to any
related purchase date and may elect to have such Notes purchased by completing
the form entitled "Option of Holder to Elect Purchase" on the reverse side of
this Note.

         8.       NOTICE OF REDEMPTION. Notice of any redemption or offer to
purchase will be mailed at least 30 days but not more than 60 days before the
redemption or purchase date to each Holder of Notes to be redeemed or purchased
at such Holder's registered address. Notes in denominations larger than $1,000
may be redeemed in part but only in whole multiples of $1,000, unless all of the
Notes held by a Holder are to be redeemed. On and after the redemption date,
interest and Liquidated Damages, if any, will cease to accrue on Notes or
portions thereof called for redemption.

         9.       DENOMINATIONS, TRANSFER, EXCHANGE. The Notes are in registered
form without coupons in denominations of $1,000 and integral multiples of
$1,000. The transfer of Notes may be registered and Notes may be exchanged as
provided in the Indenture. The Registrar and the Trustee may require a Holder,
among other things, to furnish appropriate endorsements and transfer documents
and the Issuers may require a Holder to pay any taxes and fees required by law
or permitted by the Indenture. The Issuers need not exchange or register the
transfer of any Note or portion of a Note selected for redemption, except for
the unredeemed portion of any Note being redeemed in part. Also, the Issuers
need not exchange or register the transfer of any Notes for a period of 15 days
before a selection of Notes to be redeemed or during the period between a record
date and the corresponding Interest Payment Date.

         10.      PERSONS DEEMED OWNERS. The registered Holder of a Note may be
treated as its owner for all purposes.

         11.      AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain
exceptions set forth in the Indenture, the Indenture, the Note Guarantees or the
Notes may be amended or supplemented with the consent of the Holders of at least
a majority in principal amount of the Notes then outstanding (including, without
limitation, consents obtained in connection with a purchase of, or tender offer
or exchange offer for, Notes), and any existing default or compliance with any
provision of the Indenture or the Notes may be waived with the consent of the
Holders of a majority in principal amount of the then outstanding Notes


                                     A-1-6

<PAGE>   7

(including, without limitation, consents obtained in connection with a purchase
of, or tender offer or exchange offer for, Notes). Notwithstanding the
foregoing, without the consent of any Holder of Notes, the Issuers, the
Guarantors and the Trustee may amend or supplement the Indenture, the Note
Guarantees or the Notes to cure any ambiguity, defect or inconsistency, to
provide for uncertificated Notes in addition to or in place of certificated
Notes, to provide for the assumption of the Issuers' obligations to Holders of
Notes in the case of a merger or consolidation or sale of all or substantially
all of the Issuers' assets, to make any change that would provide any additional
rights or benefits to the Holders of Notes or that does not materially adversely
affect the legal rights under the Indenture of any such Holder, or to comply
with requirements of the Commission in order to effect or maintain the
qualification of the Indenture under the Trust Indenture Act or to provide for
additional Note Guarantees of the Notes.

         12.      DEFAULTS AND REMEDIES.

         (a) Events of Default include: (a) default for 30 days in the payment
when due of interest on, or Liquidated Damages with respect to, the Notes
(whether or not prohibited by the subordination provisions of the Indenture);
(b) default in payment when due of the principal of or premium, if any, on the
Notes (whether or not prohibited by the subordination provisions of the
Indenture); (c) failure by the Issuers or any of their Restricted Subsidiaries
for 30 days after receipt of notice from the Trustee or Holders of at least 25%
in principal amount of the Notes then outstanding to comply with the provisions
of Sections 4.07, 4.09, 4.10, 4.15 and 5.01 of the Indenture; (d) failure by the
Issuers for 60 days after notice from the Trustee or the Holders of at least 25%
in principal amount of the Notes then outstanding to comply with any of their
other agreements in the Indenture or the Notes; (e) default under any mortgage,
indenture or instrument under which there may be issued or by which there may be
secured or evidenced any Indebtedness for money borrowed by the Issuers or any
of their Restricted Subsidiaries (or the payment of which is guaranteed by the
Issuers or any of their Restricted Subsidiaries), whether such Indebtedness or
guarantee now exists, or is created after the date of the Indenture, which
default (i) is caused by a failure to pay Indebtedness at its stated final
maturity (after giving effect to any applicable grace period provided in such
Indebtedness) (a "Payment Default") or (ii) results in the acceleration of such
Indebtedness prior to its stated final maturity and, in each case, the principal
amount of any such Indebtedness, together with the principal amount of any other
such Indebtedness under which there has been a Payment Default or the maturity
of which has been so accelerated, aggregates $10.0 million or more; (f) failure
by the Issuers or any of their Restricted Subsidiaries to pay final judgments
aggregating in excess of $10.0 million (net of any amounts with respect to which
a reputable and creditworthy insurance company has acknowledged liability in
writing), which judgments are not paid, discharged or stayed for a period of 60
days; (g) except as permitted by the Indenture, any Note Guarantee shall be held
in any judicial proceeding to be unenforceable or invalid or shall cease for any
reason to be in full force and effect or any Guarantor, or any Person acting on
behalf of any Guarantor, shall deny or disaffirm its obligations under its Note
Guarantee; and (h) certain events of bankruptcy or insolvency with respect to
the Issuers or any of their Restricted Subsidiaries that is a Significant
Subsidiary. If any Event of Default occurs and is continuing, the Trustee or the
Holders of at least 25% in principal amount of the then outstanding Notes may
declare all the Notes to be due and payable immediately; provided that, so long
as any Indebtedness permitted to be incurred pursuant to the New Credit Facility
shall be outstanding, such acceleration shall not be effective until the earlier
of (a) an acceleration of any such Indebtedness under the New Credit Facility or
(b) five business days after receipt by the Issuers and the administrative agent
under the New Credit Facility of written notice of such acceleration.
Notwithstanding the foregoing, in the case of an Event of Default arising from
certain events of bankruptcy or insolvency with respect to the Issuers or any of
their Restricted Subsidiaries that is a Significant Subsidiary, all outstanding
Notes will become due and payable without further action or notice.


                                     A-1-7
<PAGE>   8

         (b) In the event of a declaration of acceleration of the Notes because
an Event of Default has occurred and is continuing as a result of the
acceleration of any Indebtedness described in clause (e) of the preceding
paragraph, the declaration of acceleration of the Notes shall be automatically
annulled if the holders of any Indebtedness described in clause (e) have
rescinded the declaration of acceleration in respect of such Indebtedness within
30 days of the date of such declaration and if (i) the annulment of the
acceleration of the Notes would not conflict with any judgment or decree of a
court of competent jurisdiction and (ii) all existing Events of Default, except
non-payment of principal or interest on the Notes that became due solely because
of the acceleration of the Notes, have been cured or waived.

         13.      SUBORDINATION. The payment of Subordinated Note Obligations
will be subordinated in right of payment, as set forth in the Indenture, to the
prior payment in full in cash or cash equivalents of all Senior Indebtedness,
whether outstanding on the date of the Indenture or thereafter incurred. The
Issuers agree, and each Holder by accepting a Note agrees, that the payment of
principal of, premium and interest and Liquidated Damages, if any, on the Notes
is subordinated in right of payment, to the extent and in the manner provided in
the Indenture, to the prior payment in full in cash or cash equivalents of all
Senior Indebtedness (whether outstanding on the date hereof or thereafter
created, incurred, assumed or guaranteed), and that the subordination is for the
benefit of the holders of Senior Indebtedness.

         14.      NOTE GUARANTEES. The payment of principal of, premium, and
interest and Liquidated Damages, if any, on the Notes are unconditionally
guaranteed, jointly and severally, on a senior subordinated basis by the
Guarantors.

         15.      ADDITIONAL RIGHTS OF HOLDERS OF RESTRICTED GLOBAL NOTES. In
addition to the rights provided to Holders of Notes under the Indenture, Holders
of Restricted Global Notes shall have the rights set forth in the Registration
Rights Agreement dated as of May 22, 1998, among the Issuers, the Guarantors and
the parties named on the signature pages thereof (the "Registration Rights
Agreement").

         16.      TRUSTEE DEALINGS WITH ISSUERS. The Trustee, in its individual
or any other capacity, may make loans to, accept deposits from, and perform
services for the Issuers or their Affiliates, and may otherwise deal with any
Issuer or its Affiliates, as if it were not the Trustee.

         17.      NO RECOURSE AGAINST OTHERS. A director, officer, employee,
incorporator or stockholder, of any Issuer, as such, shall not have any
liability for any obligations of the Issuers under the Notes or the Indenture or
for any claim based on, in respect of, or by reason of, such obligations or
their creation. Each Holder by accepting a Note waives and releases all such
liability. The waiver and release are part of the consideration for the issuance
of the Notes.

         18.      AUTHENTICATION. This Note shall not be valid until
authenticated by the manual signature of the Trustee or an authenticating agent.

         19.      ABBREVIATIONS. Customary abbreviations may be used in the name
of a Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT (=
tenants by the entireties), JT TEN (= joint tenants with right of survivorship
and not as tenants in common), CUST (= Custodian), and U/G/M/A (= Uniform Gifts
to Minors Act).

         20.      CUSIP NUMBERS. Pursuant to a recommendation promulgated by the
Committee on Uniform Security Identification Procedures, the Issuers have caused
CUSIP numbers to be printed on the Notes and the Trustee may use CUSIP numbers
in notices of redemption as a convenience to Holders.


                                     A-1-8


<PAGE>   9

No representation is made as to the accuracy of such numbers either as printed
on the Notes or as contained in any notice of redemption and reliance may be
placed only on the other identification numbers placed thereon.

         The Issuers will furnish to any Holder upon written request and without
charge a copy of the Indenture and/or the Registration Rights Agreement.
Requests may be made to:


                               Thermadyne Mfg. LLC
                            Thermadyne Capital Corp.
                               101 S. Hanley Road
                               St. Louis, MO 63105
                       Attention: Chief Financial Officer






                                     A-1-9

<PAGE>   10


                                 ASSIGNMENT FORM

To assign this Note, fill in the form below: (I) or (we) assign and transfer
this Note to


--------------------------------------------------------------------------------
                  (Insert assignee's soc. sec. or tax I.D. no.)


--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
              (Print or type assignee's name, address and zip code)

and irrevocably appoint_________________________________________________________
to transfer this Note on the books of the Issuers. The agent may substitute
another to act for him.


--------------------------------------------------------------------------------

Date:
     --------------------

                                    Your Signature:
                                                   ----------------------------
                                         (Sign exactly as your name appears on 
                                          the face of this Note)


                                    Signature Guarantee:






                                     A-1-10
<PAGE>   11


                       OPTION OF HOLDER TO ELECT PURCHASE

         If you want to elect to have this Note purchased by the Issuers
pursuant to Section 4.10 or 4.15 of the Indenture, check the box below:

                    [ ]Section 4.10        [ ]Section 4.15

         If you want to elect to have only part of the Note purchased by the
Issuers pursuant to Section 4.10 or Section 4.15 of the Indenture, state the
amount you elect to have purchased: $________





Date:                                Your Signature:
     ------------                                   --------------------------- 
                                           (Sign exactly as your name appears
                                            on the Note)

                                     Tax Identification No:
                                                           -------------------- 
                                     Signature Guarantee:




                                     A-1-11
<PAGE>   12


            [SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE]2

         [The following exchanges of a part of this Global Note for an interest
in another Global Note or for a Definitive Note, or exchanges of a part of
another Global Note or Definitive Note for an interest in this Global Note, have
been made:

<TABLE>
<CAPTION>

                     Amount of           Amount of 
                     decrease in         increase in     Principal Amount       Signature of   
                     Principal Amount    Principal       of this Global Note    authorized officer
                     of this             Amount of this  following such         of Trustee or
Date of Exchange     Global Note         Global Note     decrease(or increase)  Note Custodian]
----------------     -----------         -----------     ---------------------  --------------- 
<S>                  <C>                 <C>             <C>                    <C>                


</TABLE>


----------------
2    This should be included only if the Note is being issued in global form.


                                     A-1-12
<PAGE>   13

                                   EXHIBIT A-2

                  (Face of Regulation S Temporary Global Note)

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



                                                                 CUSIP U88346AA6

                    9-7/8% Senior Subordinated Notes due 2008

No. ____                                                             $__________

                               THERMADYNE MFG. LLC
                                       AND
                            THERMADYNE CAPITAL CORP.

jointly and severally, promise to pay to ___________ or registered assigns, the
principal sum of _____________ Dollars on June 1, 2008.

Interest Payment Dates: June 1 and December 1.

Record Dates: May 15 and November 15.














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







                                     A-2-1
<PAGE>   14


                                          Dated:  May  22, 1998

                                          THERMADYNE MFG. LLC



                                          By:
                                                -------------------------------
                                                Name:
                                                Title:


                                          THERMADYNE CAPITAL CORP.


                                          By:
                                                -------------------------------
                                                Name:
                                                Title:


This is one of the
Notes referred to in the
within-mentioned Indenture:


STATE STREET BANK AND TRUST COMPANY,
as Trustee


By: 
    -------------------------------- 





                                     A-2-2
<PAGE>   15



                                 (Back of Note)

                    9-7/8% Senior Subordinated Notes due 2008

THE RIGHTS ATTACHING TO THIS REGULATION S TEMPORARY GLOBAL NOTE, AND THE
CONDITIONS AND PROCEDURES GOVERNING ITS EXCHANGE FOR CERTIFICATED NOTES, ARE AS
SPECIFIED IN THE INDENTURE (AS DEFINED HEREIN). NEITHER THE HOLDER NOR THE
BENEFICIAL OWNERS OF THIS REGULATION S TEMPORARY GLOBAL NOTE SHALL BE ENTITLED
TO RECEIVE PAYMENT OF INTEREST HEREON.

THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE
GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL
OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES
EXCEPT THAT (I) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED
PURSUANT TO SECTION 2.07 OF THE INDENTURE, (II) THIS GLOBAL NOTE MAY BE
EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06(a) OF THE INDENTURE,
(III) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT
TO SECTION 2.11 OF THE INDENTURE AND (IV) THIS GLOBAL NOTE MAY BE TRANSFERRED TO
A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THERMADYNE MFG. LLC AND
THERMADYNE CAPITAL CORPORATION.

THIS NOTE (OR ITS PREDECESSOR) HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES
ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE
OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED WITHIN THE UNITED STATES OR TO,
OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS, EXCEPT AS SET FORTH IN THE NEXT
SENTENCE. BY ITS ACQUISITION HEREOF OR OF A BENEFICIAL INTEREST HEREIN, THE
HOLDER: (1) REPRESENTS THAT (A) IT IS A "QUALIFIED INSTITUTIONAL BUYER" (AS
DEFINED IN RULE 144A UNDER THE SECURITIES ACT) (A "QIB"), (B) IT HAS ACQUIRED
THIS NOTE IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH REGULATION S UNDER THE
SECURITIES ACT OR (C) IT IS AN INSTITUTIONAL "ACCREDITED INVESTOR" (AS DEFINED
IN RULE 501(A) (1), (2), (3) OR (7) OR REGULATION D UNDER THE SECURITIES ACT (AN
"IAI"), (2) AGREES THAT IT WILL NOT RESELL OR OTHERWISE TRANSFER THIS NOTE
EXCEPT (A) TO THE ISSUERS OR ANY OF ITS SUBSIDIARIES, (B) TO A PERSON WHOM THE
SELLER REASONABLY BELIEVES IS A QIB PURCHASING FOR ITS OWN ACCOUNT OR FOR THE
ACCOUNT OF A QIB IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (C) IN
AN OFFSHORE TRANSACTION MEETING THE REQUIREMENTS OF RULE 903 OR 904 OF THE
SECURITIES ACT, (D) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144 UNDER
THE SECURITIES ACT, (E) TO AN IAI THAT, PRIOR TO SUCH TRANSFER, FURNISHES THE
TRUSTEE A SIGNED LETTER CONTAINING CERTAIN REPRESENTATIONS AND AGREEMENTS
RELATING TO THE TRANSFER OF THIS NOTE (THE FORM OF WHICH CAN BE OBTAINED FROM
THE TRUSTEE) AND, IF SUCH TRANSFER IS IN RESPECT OF AN AGGREGATE PRINCIPAL
AMOUNT OF NOTES LESS THAN $250,000, AN OPINION OF COUNSEL ACCEPTABLE TO THE
ISSUERS THAT SUCH TRANSFER IS IN COMPLIANCE WITH THE SECURITIES ACT, (F) IN
ACCORDANCE WITH ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE
SECURITIES ACT (AND BASED UPON AN OPINION OF COUNSEL ACCEPTABLE TO THE ISSUERS)
OR (G) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT AND, IN EACH 





                                     A-2-3
<PAGE>   16

CASE, IN ACCORDANCE WITH THE APPLICABLE SECURITIES LAWS OF ANY STATE OF THE
UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION AND (3) AGREES THAT IT WILL
DELIVER TO EACH PERSON TO WHOM THIS NOTE OR AN INTEREST HEREIN IS TRANSFERRED A
NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. AS USED HEREIN, THE TERMS
"OFFSHORE TRANSACTION" AND "UNITED STATES" HAVE THE MEANINGS GIVEN TO THEM BY
RULE 902 OF REGULATION S UNDER THE SECURITIES ACT. THE INDENTURE CONTAINS A
PROVISION REQUIRING THE TRUSTEE TO REFUSE TO REGISTER ANY TRANSFER OF THIS NOTE
IN VIOLATION OF THE FOREGOING.

         Capitalized terms used herein shall have the meanings assigned to them
in the Indenture referred to below unless otherwise indicated.

         1.       INTEREST. Thermadyne Mfg. LLC, a Delaware limited liability
company ("Thermadyne"), and Thermadyne Capital Corp., a Delaware corporation
("Thermadyne Capital", together with Thermadyne, the "Issuers"), jointly and
severally, promise to pay interest on the principal amount of this Note at
9-7/8% per annum from May 22, 1998 until maturity and shall pay the Liquidated
Damages payable pursuant to Section 5 of the Registration Rights Agreement
referred to below. The Issuers will pay interest and Liquidated Damages
semi-annually on June 1 and December 1 of each year, or if any such day is not a
Business Day, on the next succeeding Business Day (each, an "Interest Payment
Date"). Interest on the Notes will accrue from the most recent date to which
interest has been paid or, if no interest has been paid, from May 22, 1998;
provided that if there is no existing Default in the payment of interest, and if
this Note is authenticated between a record date referred to on the face hereof
and the next succeeding Interest Payment Date, interest shall accrue from such
next succeeding Interest Payment Date; and provided further that the first
Interest Payment Date shall be December 1, 1998. The Issuers shall pay interest
(including post-petition interest in any proceeding under any Bankruptcy Law) on
overdue principal and premium, if any, from time to time on demand at a rate
that is 1% per annum in excess of the rate then in effect; they shall pay
interest (including post-petition interest in any proceeding under any
Bankruptcy Law) on overdue installments of interest and Liquidated Damages
(without regard to any applicable grace periods) from time to time on demand at
the same rate to the extent lawful. Interest will be computed on the basis of a
360-day year of twelve 30-day months.

         2.       METHOD OF PAYMENT. The Issuers will pay interest on the Notes
(except defaulted interest) and Liquidated Damages to the Persons who are
registered Holders of Notes at the close of business on the May 15 or November
15 next preceding the Interest Payment Date, even if such Notes are cancelled
after such record date and on or before such Interest Payment Date, except as
provided in Section 2.12 of the Indenture with respect to defaulted interest.
The Notes will be payable as to principal, premium and Liquidated Damages, if
any, and interest at the office of the Paying Agent and Registrar. Holders of
Notes must surrender their Notes to the Paying Agent to collect principal
payments, and the Issuers may pay principal and interest and Liquidated Damages,
if any, by check and may mail checks to a Holder's registered address; provided
that all payments with respect to Global Notes and Definitive Notes, the Holders
of which have given wire transfer instructions to the Issuers, will be required
to be made by wire transfer of immediately available funds to the accounts
specified by the Holders thereof. Such payment shall be in such coin or currency
of the United States of America as at the time of payment is legal tender for
payment of public and private debts.

         3.       PAYING AGENT AND REGISTRAR. Initially, State Street Bank and
Trust Company, the Trustee under the Indenture, will act as Paying Agent and
Registrar. The Issuers may change any Paying Agent or Registrar without notice
to any Holder. The Issuers or any of their Subsidiaries may act in any such
capacity.


                                     A-2-4

<PAGE>   17


         4.       INDENTURE The Issuers issued the Notes under an Indenture
dated as of May 22, 1998 ("Indenture"), among the Issuers, the Guarantors and
the Trustee. The terms of the Notes include those stated in the Indenture and
those made part of the Indenture by reference to the Trust Indenture Act of
1939, as amended (15 U.S. Code ss.ss. 77aaa-77bbbb). The Notes are subject to
all such terms, and Holders are referred to the Indenture and such Act for a
statement of such terms. To the extent any provision of this Note conflicts with
the express provisions of the Indenture, the provisions of the Indenture shall
govern and be controlling. The Notes are obligations of the Issuers initially
limited to $207 million in aggregate principal amount.

         5.       OPTIONAL REDEMPTION.

         (a)      Except as provided in subparagraph (b) of this Paragraph 5,
the Notes will not be redeemable at the Issuers' option prior to June 1, 2003.
Thereafter, the Notes will be subject to redemption at any time at the option of
the Issuers, in whole or in part, upon not less than 30 nor more than 60 days'
notice, in cash at the redemption prices (expressed as percentages of principal
amount) set forth below, plus accrued and unpaid interest and Liquidated
Damages, if any, thereon to the applicable redemption date, if redeemed during
the twelve-month period beginning on June 1 of the years indicated below:

<TABLE>
<CAPTION>

              Year                                        Percentage
              ----                                        ----------   
              <S>                                          <C>      
              2003.........................................104.938%
              2004.........................................103.292%
              2005.........................................101.646%
              2006 and thereafter..........................100.000%
</TABLE>

         (b)      Notwithstanding the provisions of subparagraph (a) of this
Paragraph 5, on or prior to June 1, 2001, the Issuers may redeem up to 35% of
the aggregate principal amount of Notes ever issued under the Indenture in cash
at a redemption price of 109.875% of the principal amount thereof, plus accrued
and unpaid interest and Liquidated Damages, if any, thereon to the redemption
date, with the net cash proceeds of one or more Public Equity Offerings;
provided that at least 65% of the aggregate principal amount of Notes ever
issued under the Indenture remains outstanding immediately after the occurrence
of any such redemption; and provided further that such redemption shall occur
within 90 days of the date of the closing of any such Public Equity Offering.

         (c)      In addition, at any time prior to June 1, 2003, the Issuers
may, at their option upon the occurrence of a Change of Control, redeem the
Notes, in whole but not in part, upon not less than 30 nor more than 60 days'
prior notice (but in no event may any such redemption occur more than 60 days
after the occurrence of such Change of Control), in cash at a redemption price
equal to (i) the present value of the sum of all the remaining interest
(excluding accrued and unpaid interest, if any), premium and principal payments
that would become due on the Notes as if the Notes were to remain outstanding
and be redeemed on June 1, 2003, computed using a discount rate equal to the
Treasury Rate plus 50 basis points, plus (ii) accrued and unpaid interest and
Liquidated Damages, if any, to the date of redemption.




                                     A-2-5
<PAGE>   18


         6.       MANDATORY REDEMPTION.

         Except as set forth in paragraph 7 below, the Issuers are not required
to make mandatory redemption of, or sinking fund payments with respect to, the
Notes.





         7.       REPURCHASE AT OPTION OF HOLDER.

         (a)      Upon the occurrence of a Change of Control (such date being
the "Change of Control Payment"), each Holder of Notes shall have the right to
require the Issuers to purchase all or any part (equal to $1,000 or an integral
multiple thereof) of such Holder's Notes pursuant to an offer at an offer price
in cash equal to 101% of the aggregate principal amount thereof, plus accrued
and unpaid interest and Liquidated Damages, if any, thereon to the date of
repurchase. Within 60 days following any Change of Control, subject to the
provisions of the Indenture, the Issuers shall mail a notice to each Holder of
Notes at such Holder's registered address setting forth the procedures governing
the offer as required by the Indenture.

         (b)      When the aggregate amount of Excess Proceeds exceeds $15.0
million, the Issuers will be required to make an offer to all Holders of Notes
to purchase the maximum principal amount of Notes that may be purchased out of
Excess Proceeds, at an offer price in cash in an amount equal to 100% of the
principal amount thereof, plus accrued and unpaid interest and Liquidated
Damages, if any, thereon to the date of purchase, in accordance with the
procedures set forth in the Indenture. Holders of Notes that are subject to an
offer to purchase will receive an Asset Sale Offer from the Issuers prior to any
related purchase date and may elect to have such Notes purchased by completing
the form entitled "Option of Holder to Elect Purchase" on the reverse side of
this Note.

         8.       NOTICE OF REDEMPTION. Notice of any redemption or offer to
purchase will be mailed at least 30 days but not more than 60 days before the
redemption or purchase date to each Holder of Notes to be redeemed or purchased
at such Holder's registered address. Notes in denominations larger than $1,000
may be redeemed in part but only in whole multiples of $1,000, unless all of the
Notes held by a Holder are to be redeemed. On and after the redemption date,
interest and Liquidated Damages, if any, will cease to accrue on Notes or
portions thereof called for redemption.

         9.       DENOMINATIONS, TRANSFER, EXCHANGE. The Notes are in registered
form without coupons in denominations of $1,000 and integral multiples of
$1,000. The transfer of Notes may be registered and Notes may be exchanged as
provided in the Indenture. The Registrar and the Trustee may require a Holder,
among other things, to furnish appropriate endorsements and transfer documents
and the Issuers may require a Holder to pay any taxes and fees required by law
or permitted by the Indenture. The Issuers need not exchange or register the
transfer of any Note or portion of a Note selected for redemption, except for
the unredeemed portion of any Note being redeemed in part. Also, the Issuers
need not exchange or register the transfer of any Notes for a period of 15 days
before a selection of Notes to be redeemed or during the period between a record
date and the corresponding Interest Payment Date.

         10.      PERSONS DEEMED OWNERS. The registered Holder of a Note may be
treated as its owner for all purposes.



                                     A-2-6
<PAGE>   19


         11.      AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain
exceptions set forth in the Indenture, the Indenture, the Note Guarantees or the
Notes may be amended or supplemented with the consent of the Holders of at least
a majority in principal amount of the Notes then outstanding (including, without
limitation, consents obtained in connection with a purchase of, or tender offer
or exchange offer for, Notes), and any existing default or compliance with any
provision of the Indenture or the Notes may be waived with the consent of the
Holders of a majority in principal amount of the then outstanding Notes
(including, without limitation, consents obtained in connection with a purchase
of, or tender offer or exchange offer for, Notes). Notwithstanding the
foregoing, without the consent of any Holder of Notes, the Issuers, the
Guarantors and the Trustee may amend or supplement the Indenture, the Note
Guarantees or the Notes to cure any ambiguity, defect or inconsistency, to
provide for uncertificated Notes in addition to or in place of certificated
Notes, to provide for the assumption of the Issuers' obligations to Holders of
Notes in the case of a merger or consolidation or sale of all or substantially
all of the Issuers' assets, to make any change that would provide any additional
rights or benefits to the Holders of Notes or that does not materially adversely
affect the legal rights under the Indenture of any such Holder, or to comply
with requirements of the Commission in order to effect or maintain the
qualification of the Indenture under the Trust Indenture Act or to provide for
additional Note Guarantees of the Notes.

         12.      DEFAULTS AND REMEDIES.

         (a) Events of Default include: (a) default for 30 days in the payment
when due of interest on, or Liquidated Damages with respect to, the Notes
(whether or not prohibited by the subordination provisions of the Indenture);
(b) default in payment when due of the principal of or premium, if any, on the
Notes (whether or not prohibited by the subordination provisions of the
Indenture); (c) failure by the Issuers or any of their Restricted Subsidiaries
for 30 days after receipt of notice from the Trustee or Holders of at least 25%
in principal amount of the Notes then outstanding to comply with the provisions
of Sections 4.07, 4.09, 4.10, 4.15 and 5.01 of the Indenture; (d) failure by the
Issuers for 60 days after notice from the Trustee or the Holders of at least 25%
in principal amount of the Notes then outstanding to comply with any of their
other agreements in the Indenture or the Notes; (e) default under any mortgage,
indenture or instrument under which there may be issued or by which there may be
secured or evidenced any Indebtedness for money borrowed by the Issuers or any
of their Restricted Subsidiaries (or the payment of which is guaranteed by the
Issuers or any of their Restricted Subsidiaries), whether such Indebtedness or
guarantee now exists, or is created after the date of the Indenture, which
default (i) is caused by a failure to pay Indebtedness at its stated final
maturity (after giving effect to any applicable grace period provided in such
Indebtedness) (a "Payment Default") or (ii) results in the acceleration of such
Indebtedness prior to its stated final maturity and, in each case, the principal
amount of any such Indebtedness, together with the principal amount of any other
such Indebtedness under which there has been a Payment Default or the maturity
of which has been so accelerated, aggregates $10.0 million or more; (f) failure
by the Issuers or any of their Restricted Subsidiaries to pay final judgments
aggregating in excess of $10.0 million (net of any amounts with respect to which
a reputable and creditworthy insurance company has acknowledged liability in
writing), which judgments are not paid, discharged or stayed for a period of 60
days; (g) except as permitted by the Indenture, any Note Guarantee shall be held
in any judicial proceeding to be unenforceable or invalid or shall cease for any
reason to be in full force and effect or any Guarantor, or any Person acting on
behalf of any Guarantor, shall deny or disaffirm its obligations under its Note
Guarantee; and (h) certain events of bankruptcy or insolvency with respect to
the Issuers or any of their Restricted Subsidiaries that is a Significant
Subsidiary. If any Event of Default occurs and is continuing, the Trustee or the
Holders of at least 25% in principal amount of the then outstanding Notes may
declare all the Notes to be due and payable immediately; provided that, so long
as any Indebtedness permitted to be incurred pursuant to the New Credit Facility
shall be outstanding, such acceleration shall not be effective until the earlier
of (a) an acceleration of any such Indebtedness under the New Credit Facility or
(b) five business 




                                     A-2-7
<PAGE>   20

days after receipt by the Issuers and the administrative agent under the New
Credit Facility of written notice of such acceleration. Notwithstanding the
foregoing, in the case of an Event of Default arising from certain events of
bankruptcy or insolvency with respect to the Issuers or any of their Restricted
Subsidiaries that is a Significant Subsidiary, all outstanding Notes will become
due and payable without further action or notice.

         (b) In the event of a declaration of acceleration of the Notes because
an Event of Default has occurred and is continuing as a result of the
acceleration of any Indebtedness described in clause (e) of the preceding
paragraph, the declaration of acceleration of the Notes shall be automatically
annulled if the holders of any Indebtedness described in clause (e) have
rescinded the declaration of acceleration in respect of such Indebtedness within
30 days of the date of such declaration and if (i) the annulment of the
acceleration of the Notes would not conflict with any judgment or decree of a
court of competent jurisdiction and (ii) all existing Events of Default, except
non-payment of principal or interest on the Notes that became due solely because
of the acceleration of the Notes, have been cured or waived.

         13.      SUBORDINATION. The payment of Subordinated Note Obligations
will be subordinated in right of payment, as set forth in the Indenture, to the
prior payment in full in cash or cash equivalents of all Senior Indebtedness,
whether outstanding on the date of the Indenture or thereafter incurred. The
Issuers agree, and each Holder by accepting a Note agrees, that the payment of
principal of, premium and interest and Liquidated Damages, if any, on the Notes
is subordinated in right of payment, to the extent and in the manner provided in
the Indenture, to the prior payment in full in cash or cash equivalents of all
Senior Indebtedness (whether outstanding on the date hereof or thereafter
created, incurred, assumed or guaranteed), and that the subordination is for the
benefit of the holders of Senior Indebtedness.

         14.      NOTE GUARANTEES. The payment of principal of, premium, and
interest and Liquidated Damages, if any, on the Notes are unconditionally
guaranteed, jointly and severally, on a senior subordinated basis by the
Guarantors.

         15.      ADDITIONAL RIGHTS OF HOLDERS OF RESTRICTED GLOBAL NOTES. In
addition to the rights provided to Holders of Notes under the Indenture, Holders
of Restricted Global Notes shall have the rights set forth in the Registration
Rights Agreement dated as of May 22, 1998, among the Issuers, the Guarantors and
the parties named on the signature pages thereof (the "Registration Rights
Agreement").

         16.      TRUSTEE DEALINGS WITH ISSUERS. The Trustee, in its individual
or any other capacity, may make loans to, accept deposits from, and perform
services for the Issuers or their Affiliates, and may otherwise deal with any
Issuer or its Affiliates, as if it were not the Trustee.

         17.      NO RECOURSE AGAINST OTHERS. A director, officer, employee,
incorporator or stockholder, of any Issuer, as such, shall not have any
liability for any obligations of the Issuers under the Notes or the Indenture or
for any claim based on, in respect of, or by reason of, such obligations or
their creation. Each Holder by accepting a Note waives and releases all such
liability. The waiver and release are part of the consideration for the issuance
of the Notes.

         18.      AUTHENTICATION. This Note shall not be valid until
authenticated by the manual signature of the Trustee or an authenticating agent.

         19.      ABBREVIATIONS. Customary abbreviations may be used in the name
of a Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT (=
tenants by the entireties), JT TEN (=



                                     A-2-8
<PAGE>   21

joint tenants with right of survivorship and not as tenants in common), CUST (=
Custodian), and U/G/M/A (= Uniform Gifts to Minors Act).

         20.      CUSIP NUMBERS. Pursuant to a recommendation promulgated by the
Committee on Uniform Security Identification Procedures, the Issuers have caused
CUSIP numbers to be printed on the Notes and the Trustee may use CUSIP numbers
in notices of redemption as a convenience to Holders. No representation is made
as to the accuracy of such numbers either as printed on the Notes or as
contained in any notice of redemption and reliance may be placed only on the
other identification numbers placed thereon.

         The Issuers will furnish to any Holder upon written request and without
charge a copy of the Indenture and/or the Registration Rights Agreement.
Requests may be made to:


                               Thermadyne Mfg. LLC
                            Thermadyne Capital Corp.
                               101 S. Hanley Road
                               St. Louis, MO 63105
                       Attention: Chief Financial Officer





                                     A-2-9

<PAGE>   22


                                 ASSIGNMENT FORM

To assign this Note, fill in the form below: (I) or (we) assign and transfer
this Note to



--------------------------------------------------------------------------------
                  (Insert assignee's soc. sec. or tax I.D. no.)


--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
              (Print or type assignee's name, address and zip code)

and irrevocably appoint_________________________________________________________
to transfer this Note on the books of the Issuers. The agent may substitute
another to act for him.


--------------------------------------------------------------------------------

Date:    
     ----------------
                                     Your Signature:
                                                     --------------------------
                                           (Sign  exactly as your name appears
                                            on the face of this Note)


                                     Signature Guarantee:





                                     A-2-10
<PAGE>   23


                       OPTION OF HOLDER TO ELECT PURCHASE

         If you want to elect to have this Note purchased by the Issuers
pursuant to Section 4.10 or 4.15 of the Indenture, check the box below:

                     [ ] Section 4.10    [ ] Section 4.15

         If you want to elect to have only part of the Note purchased by the
Issuers pursuant to Section 4.10 or Section 4.15 of the Indenture, state the
amount you elect to have purchased: $________





Date:                           Your Signature:
      -----------                              ------------------------------- 
                                      (Sign exactly as your name appears on the
                                        Note)

                                Tax Identification No:
                                                      ------------------------ 

                                Signature Guarantee:




                                     A-2-11
<PAGE>   24


              SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE


         The following exchanges of a part of this Global Note for an interest
in another Global Note or for a Definitive Note, or exchanges of a part of
another Global Note or Definitive Note for an interest in this Global Note, have
been made:

<TABLE>
<CAPTION>

                     Amount of         Amount of  
                     decrease in       increase in       Principal Amount       Signature of
                     Principal Amount  Principal         of this Global Note    authorized officer
                     of this           Amount of this    following such         of Trustee or
Date of Exchange     Global Note       Global Note       decrease (or increase) Note Custodian
----------------     ------------      -----------       ---------------------- --------------             
<S>                  <C>               <C>               <C>                    <C>     


</TABLE>



                                     A-2-12