8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (date of earliest event reported):  December 22, 2005

THERMADYNE HOLDINGS CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	000-22378	74-2482571
(State or other jurisdiction of	(Commission	(I.R.S. Employer
incorporation or organization)	File Number)	Identification No.)
16052 Swingley Ridge Road, Suite 300
Chesterfield, Missouri		63017
(Address of principal executive offices)		(Zip Code)
(636) 728-3000
(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o  Written communications pursuant to Rule 425 under the Securities Act.

o  Soliciting material pursuant to Rule 14a-12 under the Exchange Act.

o  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

o  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

Item 1.01.Entry into a Material Definitive Agreement.

As described more fully below, certain subsidiaries of Thermadyne Holdings Corporation (the “Company”) have entered into agreements to sell certain of the Company’s businesses.  The sale of these businesses results from the Company’s previously announced program of reviewing strategic alternatives for maximizing the contribution to shareholder value of its non-core business units.

GenSet Agreement

On December 22, 2005, Thermadyne Italia S.R.L. (“Thermadyne Italia”), a company organized under the laws of Italy, entered into an Acquisition Agreement pursuant to which it agreed to sell to Mase Generators S.P.A. (“Mase”), a company organized under the laws of Italy, the entire share capital of Gen Set S.P.A. (“GenSet”), a company organized under the laws of Italy (the “GenSet Agreement”), for an enterprise value of Euro 10,400,000 (approximately U.S. $12,500,000) , which is comprised of net debt of Euro 5,500,000 (approximately U.S. $6,600,000) and Euro 4,900,000 for the shares (approximately U.S. $5,900,000).  The cash proceeds from the sale of GenSet will be used to repay a portion of the Company’s outstanding long-term debt.  The transaction is expected to close on December 29, 2005.

GenSet, an indirect wholly-owned subsidiary of the Company, is a manufacturer of technologically advanced generators and engine-driven welders, with fiscal 2004 sales to customers worldwide of approximately U.S. $31,817,000 and operating income of approximately U.S. $169,000.  For the nine months ended September 30, 2005, sales to customers worldwide were approximately U.S. $25,791,000, and operating loss was approximately U.S. $464,000.

Under the terms of the GenSet Agreement, Thermadyne Italia agreed not to operate in the field of manufacture, marketing or sale of power generators in Europe, North America, South America and the Far East for a period of at least five years, subject to certain exceptions.

The Company will record a pretax loss of approximately U.S. $9,000,000, which will be recorded as a loss on disposal of discontinued operations, a component of discontinued operations in the Company’s consolidated statement of operations.  The transaction will result in an after-tax book loss of approximately U.S. $0.68 per share.

A copy of the GenSet Agreement is filed as Exhibit 10.1 to this Current Report and is incorporated herein by reference.  The foregoing summary of the terms of the GenSet Agreement is qualified in its entirety by reference to Exhibit 10.1.

Soltec Agreement

On December 22, 2005, Thermadyne Chile Holdings, Ltd. (“TCHL”) and Thermadyne South America Holdings, Ltd. (“TSAH”), both companies organized under the laws of the Cayman Islands, (together, the “Sellers”) entered into a Purchase Agreement pursuant to which the Sellers agreed to sell all of the ownership interests in Soldaduras Soltec Limitada (“Soltec”) and Comercializadora Metalservice Limitada (“Metalservice”), both limited liability companies organized under the laws of the Republic of Chile, to Soldaduras PCR Soltec Limitada, a limited liability company organized under the laws of the Republic of Chile, and Penta Capital de Riesgo S.A., a private stock corporation organized under the laws of the Republic of Chile (together, the “Buyers”) (the “Soltec Agreement”).  The purchase price of the Soltec and Metalservice interests will be U.S. $7,000,000, plus a post-closing working capital adjustment (estimated to be another U.S. $800,000), resulting in an estimated total of U.S. $7,800,000.  Cash proceeds from the sale of the Soltec and Metalservice interests

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will be used to repay a portion of the Company’s outstanding long-term debt.  The transaction is expected to close on January 3, 2006.

Soltec and Metalservice, both indirect wholly-owned subsidiaries of the Company, distribute cutting and welding equipment, with fiscal 2004 sales to customers in Latin America of approximately U.S. $7,213,000 and operating income of approximately U.S. $899,000.  For the nine months ended September 30, 2005, sales to customers in Latin America were approximately U.S. $5,873,000, and operating income was approximately U.S. $857,000.

The Company will record a pretax gain of approximately U.S. $500,000, which will be recorded as a gain on disposal of discontinued operations, a component of discontinued operations in the Company’s consolidated statement of operations.  The transaction will result in an after-tax book gain of approximately U.S. $0.01 per share.

A copy of the Soltec Agreement is filed as Exhibit 10.2 to this Current Report and is incorporated herein by reference.  The foregoing summary of the terms of the Soltec Agreement is qualified in its entirety by reference to Exhibit 10.2.

Acceleration of Vesting of Certain Stock Options

On December 22, 2005, the Company’s Board of Directors voted to accelerate the vesting of certain stock options previously awarded to executive officers and other employees under the Company’s 2005 Stock Incentive Plan.  Options to purchase approximately 954,000 shares of common stock (of which approximately 638,000 shares are subject to options held by directors and executive officers) are subject to this acceleration.  Exercise prices of the accelerated options range from $10.95 to $14.45 per share.  As a result, the Company will recognize approximately $300,000 of compensation expense during the fourth quarter of 2005 related to estimated award forfeitures.

Under the terms of the accelerated vesting, shares purchased upon exercise of options prior to the original vesting date may not be sold or otherwise transferred by the purchaser until the original vesting date and, if the holder is not an employee of the Company or an affiliate of the Company on the original vesting date for any reason other than death or disability, may not be sold or otherwise transferred until the fifth anniversary of the original vesting date.

The Company’s decision to accelerate the vesting of these options was primarily to reduce the compensation expense that would be recorded in future periods following adoption of Financial Accounting Standards Board Statement No. 123R Share-Based Payment on January 1, 2006.  This standard will require the Company to recognize compensation expense for share-based payment transaction, including unvested stock options, in the financial statements effective with the quarter ending March 31, 2006.

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Item 9.01.Financial Statements and Exhibits.

(d)Exhibits.

Exhibit Number	Description of Exhibit
10.1	Acquisition Agreement dated as of December 22, 2005, by and between Thermadyne Italia, S.R.L., as Seller, and Mase Generators S.P.A., as Buyer.
10.2	Purchase Agreement dated as of December 22, 2005, by and among Thermadyne Chile Holdings, Ltd. and Thermadyne South America Holdings, Ltd., as Sellers, and Soldaduras PCR Soltec Limitada and Penta Capital de Riesgo S.A., as Buyers.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated:	December 28, 2005
		THERMADYNE HOLDINGS CORPORATION
		By:	/s/ Steve Fray
		Name:	Steve Fray
		Title:	Vice President and Controller

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Exhibit Index

Exhibit Number	Description of Exhibit
10.1	Acquisition Agreement dated as of December 22, 2005, by and between Thermadyne Italia, S.R.L., as Seller, and Mase Generators S.P.A., as Buyer.
10.2	Purchase Agreement dated as of December 22, 2005, by and among Thermadyne Chile Holdings, Ltd. and Thermadyne South America Holdings, Ltd., as Sellers, and Soldaduras PCR Soltec Limitada and Penta Capital de Riesgo S.A., as Buyers.

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EX-10.1

Exhibit 10.1

ACQUISITION AGREEMENT

BY AND BETWEEN

THERMADYNE ITALIA S.R.L.

AND

MASE GENERATORS S.P.A.

RELATING TO

GEN SET S.P.A.

December 22, 2005

Marena, Bonvicini, Aghina & Ludergnani

STUDIO LEGALE

TABLE OF CONTENTS

ARTICLE 1 - PRELIMINARY COVENANTS		2
1.1	RECITALS AND ANNEXES	2
1.2	DEFINED TERMS	2
1.3	ACCOUNTING PRINCIPLES	2
ARTICLE 2 - SALE AND PURCHASE OF THE SHARES		3
2.1	SALE AND PURCHASE	3
2.2	CLOSING	3
2.3	NATURE OF THE AGREEMENT	3
ARTICLE 3 - PRICE - PAYMENTS		3
3.1	PRICE OF THE SHARES	3
3.2	PAYMENTS	4
ARTICLE 4 - ACTIONS PRIOR TO OR AT THE CLOSING DATE		4
4.1	CORPORATE ACTIONS	4
4.2	PERFORMANCE OF CLOSING	5
4.3	SIMULTANEOUS TRANSACTIONS	5
ARTICLE 5 - SELLER’S REPRESENTATIONS AND WARRANTIES		5
5.1	SELLER’S REPRESENTATIONS AND WARRANTIES	5
5.1.1	Power and authority of Seller	6
5.1.2	Share Capital of the Company	6
5.1.3	Title to the Shares	7
S.1.4	Good Standing	7
5.1.5	By-laws and corporate records	7
5.1.6	Powers of attorney	7
5.1.7	No conflict	8
5.1.8	Financial statements and accounting books	8
5.1.9	Interests in other entities—Shareholders Agreements	8
5.1.10	Receivables	9
5.1.11	Inventory	9
5.1.12	Title to Assets	10
5.1.13	Real Property and Leases	10
5.1.14	Intellectual property rights	11
5.1.15	Bank Accounts and Loans	12
5.1.16	Guarantees given by the Company	12
5.1.17	Material Contracts	12
5.1.18	Insurance policies	12
5.1.19	Taxes	13
5.1.20	Employees	13
5.1.21	Litigation	14
5.1.22	Conduct of Business	15
5.1.23	Compliance with laws	15
5.2	NO DISCLAIMER; NO OTHER REPRESENTATIONS AND WARRANTIES	15
ARTICLE 6 - INDEMNIFICATION OBLIGATIONS		16
6.1	INDEMNIFICATION BY SELLER	16

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6.2	INDEMNIFICATION BY BUYER	17
6.3	LIMITATIONS ON SELLER’S INDEMNIFICATION	17
6.4	THRESHOLD	17
6.5	CAP	18
6.6	TIME LIMITS	18
6.7	CLAIMS	19
6.8	THIRD PARTY CLAIMS	19
6.9	PAYMENT OF THE AMOUNT OF INDEMNIFICATION	20
6.10	PROVISIONAL PAYMENTS	20
6.11	EXCLUSIVE REMEDY	21
ARTICLE 7 - BUYER’S REPRESENTATIONS AND WARRANTIES		21
ARTICLE 8 - FURTHER COVENANTS		22
8.1	GUARANTEE OF THERMADYNE HOLDINGS	22
8.2	GUARANTEE OF MASE	22
8.3	AGREEMENTS WITH AFFILIATES OF THE THERMADYNE GROUP	22
8.4	INTERIM MANAGEMENT	23
8.5	NON COMPETITION	23
8.6	CONFIDENTIALITY	24
8.7	PRESS RELEASES	24
8.8	COOPERATION	25
ARTICLE 9 - MISCELLANEA		25
9.1	COSTS	25
9.2	SEVERABILITY	25
9.3	WAIVER	26
9.4	ENTIRE AGREEMENT	26
9.5	AMENDMENTS	26
9.6	NOTICES	26
9.7	APPLICABLE LAW	27
9.8	ARBITRATION	28

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ACQUISITION AGREEMENT

By this agreement dated as of December 22, 2005 (the “Agreement”) by and between

THERMADYNE ITALIA S.R.L., with registered offices in Via Stazione 5, Villanova D’ Ardenghi, Pavia, Italy, share capital Euro 46,482, Tax code and Register of Enterprises of Milano no. 07978050156, represented by Mr Oreste Cazzaniga, duly empowered (the “Thermadyne Italia” or the “Seller”, depending on the context)

and

MASE GENERATORS S.P.A., with registered offices in Via Tortona, 345, Cesena (Forli-Cesena), Italy, share capital Euro 3,500,000, Tax code and Register of Enterprises of Forli-Cesena no. 00687150409, represented by Mr. Luigi Foresti, duly empowered (“Mase”),

WHEREAS

A.Thermadyne Italia is an affiliate of the Thermadyne Group (the “Thermadyne Group”), whose parent company is Thermadyne Holdings Corporation, Suite 300, 16052 Swingley Ridge Road, St. Louis, Missouri (“Thermadyne Holdings”);

B.Thermadyne Italia is the sole shareholder of GEN SET S.P.A., a company organized and existing under the laws of Italy, having its registered office at Via Stazione 5, Villa-nova D’Ardenghi, Pavia, Italy, and an issued and fully paid share capital of Euro 7,488,000.00, tax code and Register of Enterprises of Pavia no. 102111540157 (the “Company”), active in the field of manufacture of, inter alia,power generators and motor welding;

C.Thermadyne Italia is interested in selling, and Mase is interested in purchasing, through GEN SET S.R.L., a newly established company controlled by Mase and designated by it (“Newco” or, together with Mase, the “Buyer”), the entire share capital of the Company upon the terms and conditions set forth herein; and

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D.On November 8, 2005 Thermadyne Holdings and Mase entered into a letter of intent whereby the parties thereto agreed upon certain terms and conditions to be included in the Agreement (the “Letter of Intent”),

NOW THEREFORE IT IS AGREED AS FOLLOWS.

ARTICLE 1 - PRELIMINARY COVENANTS

1.1RECITALS AND ANNEXES

The recitals set out above, as well as the documents attached hereto as Annexes, form an integral and substantive part of the Agreement.

1.2DEFINED TERMS

Defined terms are used throughout the Agreement in the specific meaning respectively attributed to each of them herein. Terms defined in the plural include the singular and vice-versa.

Seller and Buyer are sometimes referred to collectively as the “Parties”.

1.3ACCOUNTING PRINCIPLES

For the purpose of the Agreement, reference is made to the rules of Italian law applicable to the drafting of financial statements, as integrated by, interpreted and applied in accordance with the accounting principles issued by the Commission of the “Consiglio Nazionale dei Dottori Commercialisti e dei Ragionieri” (the “Accounting Principles”).

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ARTICLE 2 - - SALE AND PURCHASE OF THE SHARES

2.1SALE AND PURCHASE

Subject to the terms and conditions set forth in the Agreement, Seller hereby agrees to sell to Buyer, and Buyer agrees to purchase, all the no. 7,488,000 shares representing 100% of the share capital of the Company (the “Shares”), free from all liens and encumbrances of any kind (the “Sale and Purchase”).

All rights and interests relating to the Shares, including accrued and unpaid dividends (“godimento”) are hereby transferred with effective date as of the Closing Date (as hereinafter defined).

2.2CLOSING

The Sale and Purchase shall take place, as specified herein (the “Closing”) at the office of the Notary Roberto Scotto, in Cesena, Corte Piero della Francesca, 49, on December 29, 2005, or such other date (not later than December 31, 2005) and place as the Parties may mutually agree in writing (the “Closing Date”).

2.3NATURE OF THE AGREEMENT

Upon Closing, the Agreement will have the nature of and will be considered as a definitive sale and purchase agreement, and shall remain in full force and effect until consummation of all relations deriving therefrom, with no need of further confirmation or repetition of the provisions of the Agreement in other documents.

ARTICLE 3 - PRICE – PAYMENTS

3.1PRICE OF THE SHARES

The aggregate purchase price for the Shares has been agreed between the Parties in the fixed amount of Euro 7,596,865 (seven million five hundred and ninety-six

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thousand eight hundred and sixty-five), subject to no adjustment (the “Price of the Shares”).

3.2PAYMENTS

The Price of the Shares shall be paid at the Closing Date, simultaneously with the Closing, as follows:

(a)the amount of Euro 4,900,000 (four million nine hundred thousand) shall be paid by Buyer to Seller in immediately available funds by means of wire transfer, with value date as of the date of payment, on the bank account and at the bank previously notified in writing by Seller to Buyer or, alternatively, at Buyer’s choice, by means of certified checks (“assegni circolari”) (the “Payment in Cash”); whilst

(b)the residual amount of Euro 2,696,865 (two million six hundred and ninety-six thousand eight hundred and sixty-five) shall be paid by Buyer to Seller according to separate agreements between the Parties, by offsetting respective credits vis-à-vis each other.

ARTICLE 4 - ACTIONS PRIOR TO OR AT THE CLOSING DATE

4.1CORPORATE ACTIONS

On the Closing Date, Seller shall cause that an ordinary shareholders’ meeting of the Company take place to resolve upon the following matters:

(a)resignation of all directors and statutory auditors of the Company;

(b)appointment of new directors and statutory auditors, as per the previous written instructions of Buyer; and

(c)formal waiver of any and all claims of the Company vis-à-vis each of the above resigning directors and statutory auditors, pursuant to Article 2393 of the Italian

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Civil Code, except in case of gross negligence and wilful misconduct (‘dolo o colpa grave’).

4.2PERFORMANCE OF CLOSING

At Closing each of the Parties shall take or cause to be taken the following actions:

(a)Seller shall deliver to Buyer all the share certificates representing the Shares, duly endorsed in favour of Buyer;

(b)Buyer shall pay to Seller the Payment in Cash;

(c)Seller and Buyer shall execute and deliver any other instrument or document in connection with the Sale and Purchase, including the required stamp duty form, as required for the completion of the Sale and Purchase; and

(d)the transfer of the Shares shall be recorded in the Company’s shareholders’ book.

4.3SIMULTANEOUS TRANSACTIONS

Any and all actions and transactions constituting the Closing, including without limitation all deeds, instruments and documents to be executed at Closing and deliveries to be made at Closing pursuant to the Agreement, shall be regarded for the purposes of the Closing as a single transaction so that such actions and transactions shall be deemed to occur simultaneously, and no such transaction shall be deemed to have been consummated until all such transactions have been consummated.

ARTICLE 5 - SELLER’S REPRESENTATIONS AND WARRANTIES

5.1SELLER’S REPRESENTATIONS AND WARRANTIES

Seller hereby gives Buyer the following representations and warranties (the “Seller’s Representations and Warranties”), as qualified by the specifications and/or

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additional information set out in the disclosure schedule attached hereto as Annex A (the “Disclosure Schedule”).

It is agreed that (i) the Disclosure Schedule is an integral part of the Seller’s Representations and Warranties, (ii) the Seller’s Representations and Warranties refer to the date hereof and to the Closing Date, unless otherwise specified therein; and (iii) said Seller’s Representations and Warranties will continue in full force and effect for the period, depending on the nature of each of them, specified in the Agreement.

5.1.1Power and authority of Seller

Seller has full power and authority to perform the Sale and Purchase, as well as the power to transfer the Shares to Buyer, as provided for in the Agreement.

Seller has taken all actions necessary to authorize execution, delivery and performance of the Agreement.

All consents, approvals, authorizations and other requirements provided for by any law which must be obtained or satisfied by Seller and which are necessary for the execution and delivery by Seller of the Agreement andthe consummation of the transactions contemplated herein have been obtained and satisfied.

Seller has obtained all required or appropriate consent to the Sale and Purchase from its lenders.

5.1.2Share Capital of the Company

As of the Closing Date, the share capital of the Company is equal to Euro 7,488,000.00, and is represented solely by the Shares. The Shares are duly authorized, validly issued, outstanding and fully paid up.

There are no pending transactions on the capital of the Company, neither in form of payments attributable to future capital increases nor as financing by the shareholder, and no third party may claim any right in connection with the Shares or the issuance of new shares of the Company.

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Since December 23, 2004 until the Closing Date no dividends have been or shall be resolved nor distributed, in any form.

5.13Title to the Shares

Seller has full legal title to the Shares and full right, power and authority to the sale and transfer thereof.

The Shares represent 100% of the share capital of the Company.

At the Closing Date the Shares shall be free and clear of any pledges, liens, encumbrances, restrictions or commitments and of any rights of third parties.

The transfer of the Shares by Seller to Buyer provided for herein shall vest in Buyer legal and beneficial title to the Shares.

5.1.4Good Standing

The Company is duly organized, validly existing and in good standing under the Italian law, and has full right and authority to carry on its activity as now conducted and to own its properties.

5.1.5By-laws and corporate records

A complete copy of the up-dated by-laws of the Company has been delivered to Buyer prior to the date hereof.

The Company has duly kept all corporate books and records which are mandatory under Italian law.

5.1.6Powers of attorney

The Disclosure Schedule contains a list of all powers of attorney granted by the Company and currently in force.

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5.1.7No conflict

The execution and delivery of the Agreement by Seller and the fulfilment of the obligations provided for herein at the charge of Seller is neither in conflict with, nor shall result in a material violation or breach of any binding obligation of Seller, nor to the best of Seller’s knowledge of any laws, regulations or orders of the judicial authority or of any other competent authorities applicable to Seller nor shall cause the anticipated termination of any agreement or licence of which the Company is a party or howsoever applicable to any of its assets and properties.

5.1.8Financial statements and accounting books

The financial statements of the Company as of December 31, 2004, copy of which is attached hereto as Annex B/l (the “2004 Financial Statements”) have been prepared in accordance with the applicable law and by applying the Accounting Principles on a consistent basis and are true, real and correct and give a true and fair view of the Company’s financial position and the results of its operations and correctly reflect all assets and liabilities of the Company as at their reference date.

The pro-forma financial statements of the Company as at September 30, 2005, copy of which is attached hereto as Annex B/2 (the “Pro-Forma Financial Statements”) have been prepared broadly on the basis of the 2004 Financial Statements.

The 2004 Financial Statements and the Pro-Forma Financial Statements are herebelow sometimes collectively referred to as the “Financial Statements”.

The accounting books and records (“scritture contabili”) of the Company are complete and have been regularly kept in accordance with the applicable laws.

5.1.9Interests in other entities – Shareholders Agreements

Expect for the shareholding interest equal to 90% of the capital of OCIM Sri (“Ocim”), and except as otherwise specified in the Disclosure Schedule, the Company has no direct or indirect participations and/or interests of any kind in other entities.

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At the Closing Date the Company shall not be part of any put and call or other shareholders agreement concerning Ocim.

5.1.10Receivables

It is acknowledged that point 5.1.10 of the Disclosure Schedule specifies certain intercompany accounts receivable, which (i) have been past due for more than 12 months and are expected not to be paid, and (ii) are excluded from the Seller’s Representations and Warranties (the “Excluded Receivables”).

It is further acknowledged that the receivable versus the Spanish distributor GREYMO S.A., equal to Euro 323,914, shall be included among the Excluded Receivables.

Such Excluded Receivables will be transferred to Seller, pro-soluto, for an aggregate amount of Euro 1,000 promptly after the Closing Date and effective as of January 2, 2006, by means of the exchange of letters according to the text attached hereto as Annex C, it being understood that until such transfer the Company shall not attempt to collect any of such Excluded Receivables.

Except for the Excluded Receivables, all accounts receivable, notes receivable and other credits of the Company as are reflected in the Financial Statements and, for the period from October 1, 2005 to the Closing Date, will be reflected in the Company’s accounting books, are and shall be valid and existing and, to the best of Seller’s knowledge, are collectable in the ordinary course of business consistent with past practice.

5.1.11Inventory

(a)Point 5.1.11 of the Disclosure Schedule identifies certain no moving and slow moving inventory items, respectively defined as products with no sales in the last 24 months and as products having a turnover not in line with the normal business standards, which are valued in the aggregate of Euro 1,200,820.69, and for which Buyer acknowledges that the expected recovery value is lower than the corresponding book value, net of the relevant provision reflected in the

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Company’s Financial Statements, and that the Buyer will not seek indemnification, pursuant to the Agreement or otherwise, for such difference (the “Excluded Inventory”).

(b)Without prejudice for the above clause (a):

(i)the quantities of inventory items reflected in the accounting books (including the Excluded Inventory) are effectively existing, it being understood that physical differences in inventory items having an aggregate book value up to a maximum amount of Euro 250,000 (two hundred and fifty thousand) will not be taken into account; and

(ii)all inventory items (excluding the Excluded Inventory) are saleable and/or usable.

5.1.12Title to Assets

The Company has full legal title to all plants, machinery, equipment, and other assets reflected in the Financial Statements and in general in the accounting books of the Company.

Except as otherwise specified in the Disclosure Schedule, all such assets owned by the Company are subject to no liens, pledges, mortgages, encumbrances, reservations of ownership or rights of any kind of any third parties.

All plants, machinery and equipment and the other assets used by the Company are in good operating conditions as to the use they are destined to, except for the ordinary wear and tear.

5.1.13Real Property and Leases

The Disclosure Schedule contains a true and correct list of each parcel of real property owned (the “Owned Real Property”) and of each parcel of real property leased (the “Leased Real Property”) by the Company (as lessor or lessee) and all liens relating to or affecting any parcel of real property referred to above; provided that Buyer hereby

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acknowledges that: (i) the Company has requested a cadastral search on its real estate; and (ii) such search shall replace item 5.1.13 of the Disclosure Schedule, should the results of such search be different from the list provided in the Disclosure Schedule, along with any other Owned Real Property not evidenced in the cadastral search. Except as otherwise specified in the Disclosure Schedule, the Company has good and valid title to the Owned Real Property and a valid leasehold in the Leased Real Property, in each case free and clear of any liens. The Owned Real Property is in material compliance with all applicable provisions of substantive law or public approvals, including applicable zoning, building and workplace safety and environmental protection laws and regulations, and, in general, there are no legal or administrative proceedings pertaining to the Owned Real Property which have not been settled.

5.1.14Intellectual property rights

The Disclosure Schedule contains a list of all patents, patent applications, inventions, trademarks, trade names, copyrights, trade secrets and know-how presently owned or used by the Company (the “Intellectual Property Rights”), related to, or necessary for its activity as presently conducted, as well as a list of all contracts in force of which the Company has granted or obtained the right to use such Intellectual Property Rights.

Such Intellectual Property Rights are free and clear of any pledges, liens, encumbrances, restrictions or commitments and of rights of any kind of any third parties.

All relevant registrations are in full force and effect and all due accomplishments and payments related to such registrations have been regularly performed and paid.

No claims or proceedings for infringement of any rights of a third party has been received, is pending or is known to be threatened against the Company and none of the products sold by the Company infringes rights of any kind of any third parties.

No intellectual property rights necessary for the activity of the Company as presently conducted are owned by Seller, either directly or indirectly, provided however that,

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should any such intellectual property rights, after the Closing Date, result to be the property of Seller, it will be transferred to the Company at no cost.

5.1.15Bank Accounts and Loans

All bank accounts maintained by the Company, as well as all loans and/or credit facilities of the Company, are listed in the Disclosure Schedule.

5.1.16Guarantees given by the Company

There are no outstanding bank or other guarantees, letters of patronage and comfort letters issued by the Company in favour of any third parties.

5.1.17Material Contracts

All contracts or agreements, including sale and purchase orders, presently in force with the Company which are material for it (i.e. of a value higher than Euro 50,000 unless otherwise specified in the Disclosure Schedule) are listed in the Disclosure Schedule, and a copy thereof has been provided to Buyer before the date hereof. For the avoidance of any doubt, Buyer acknowledges that the Disclosures Schedule lists the current commercial agreements for foreign countries, including (but not limited to) those with Camstony and Welcon.

All contracts or agreements entered into by the Company are fully in force and effect; to the best of Seller’s knowledge, the Company is not in material breach under any such contract or agreement, nor has it received any notice of termination or otherwise implying such termination, and no anticipated termination or, as to loan agreements, anticipated reimbursement, shall be in any way caused by the transactions contemplated in the Agreement.

5.1.18Insurance policies

The properties and assets of the Company are covered by insurance policies against such types of risks that as are customary and appropriate In their industry, copies of

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which have been provided to Buyer before the date hereof, and a list of which is attached to the Disclosure Schedule.

Such policies are valid and in force, and there are no damages still to be liquidated, premiums due and not paid, nor any other unfulfilment or claim in respect thereof.

5.1.19Taxes

The Company is in compliance with all obligations arising from the applicable laws and regulations in tax matters, customs duties and other fiscal charges.

In particular Seller hereby confirms as follows:

(a)all direct taxes due have been entirely and timely paid or adequately reserved for;

(b)all indirect taxes payable have been regularly paid;

(c)all withholding taxes have been properly applied on any relevant revenues, including on accrued interests on loans and intercompany facilities;

(d)all taxes, customs duties, or other fiscal charges arising in any way whatsoever in relation with any performed transactions have been regularly paid;

(e)all tax declarations required by law to be filed have been correctly filed with the appropriate authorities; and

(f)no tax requests, claims or proceedings are pending, nor to the best of Seller’s knowledge there are circumstances which could give rise to such requests, claims or proceedings.

5.1.20Employees

(a)The Disclosure Schedule lists the names of all the employees of the Company, specifying the relevant level, seniority, cash compensation or salary;

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(b)the employees of the Company are correctly placed in their respective category and compensated pursuant to the applicable laws and collective bargaining agreements and the relevant termination indemnity funds (“Trattamento di Fine Rapporto”), when applicable, have been correctly reserved for, and there are no other special arrangements for additional compensation;

(c)the Company has filed and performed all declarations, returns and all the requirements with respect to social security and welfare laws and regulations.

All insurance, social security and welfare charges and contributions due by the Company have been regularly paid or reserved for;

(d)no claims or proceedings are pending against the Company started by any of its employees or by the relevant labour or social security authorities, and in general there is no litigation concerning labour matters relating to facts preceding the date hereof, nor to the best of Seller’s knowledge there are circumstances which could give rise to such litigations;

(e)the Company has no collective agreements other than the applicable “Contratto Collettivo”, nor corporate pension plans or profits sharing arrangements; and

(f)the Company is in material compliance with all laws and applicable labour collective agreements respecting employment and employment practices, terms and conditions of employment, pay equity, wages and hours and laws.

5.1.21Litigation

Except as provided in the Disclosure Schedule, there are no actions, suits, investigations or proceedings pending or, to the best of Seller’s knowledge, threatened against

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the Company, in any court or before any authorities and/or arbitral or similar bodies; the Company is not subject to any order, judgment or decree or the like with any authority; there are no claims pending against the Company, and,to the best of Seller’s knowledge, there are no circumstances which could give rise to any of the above, except as otherwise specified in point 5.1.21 of the Disclosure Schedule, it being expressly understood that the litigation threatened by the Spanish distributor GREYMO S.A. and the lawsuit with Michael E. Mahoney (the “Litigations”), which will both remain at the charge of Seller, which shall exclusively defend such claims, and for which consequently Seller shall remain liable towards Buyer.

5.1.22Conduct of Business

Since October 1, 2005 until the Closing Date the business of the Company has been and shall be carried, on in the ordinary course.

5.1.23Compliance with laws

The Company has complied in all material respects with and is not in default under or in violation of any law, statute, rule, regulation, order, code, license, permit, authorization or other provisions relating to it or its properties and assets or applicable to its business, including in particular, but not limited to, those concerning fire-fighting, health and security, zoning, building and environmental matters.

In particular the products sold by the Company are in compliance with, and do not violate, any law and regulation of any country where they are sold.

There are no claims, actions, proceedings or orders pending for alleged violation of the above laws and regulations, including in particular those relating to product liability, nor to the best of Seller’s knowledge there are circumstances which could give rise to such claims, actions, proceedings or orders.

5.2NO DISCLAIMER; NOOTHER REPRESENTATIONS AND WARRANTIES

It is expressly agreed that:

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(a)the disclosures made by Seller to Buyer under the Disclosure Schedule concerning the Litigations; and

(b)any due diligence investigations of any kind made by Buyer on the Company which have been made before the date hereof,

shall not limit or otherwise impair Seller’s Representations and Warranties or affect the rights of Buyer under the Agreement in any way whatsoever.

Except for the representations and warranties expressly contained in this Article 5, the Seller does not make any representations and warranties (whether expressed or implied) in connection with the execution and delivery of this Agreement.

ARTICLE 6 - INDEMNIFICATION OBLIGATIONS

6.1INDEMNIFICATION BY SELLER

Seller shall indemnify Buyer for:

(a)any loss or damage deriving from the breach of Seller’s Representations and Warranties set forth in paragraphs 5.1.1, 5.1.2, 5.1.3 and 5.1.4;

(b)any lack of assets or any and all liabilities of the Company, whether absolute, accrued, contingent or otherwise, existing at the Closing Date or arising out of any fact, act or omissions occurred on or prior to such date, to the extent that any such liability is not reflected in the Financial Statements; and

(c)any and all costs, losses or damages incurred by Buyer and/or the Company, in connection with any breach of the Seller’s Representations and Warranties to the extent they are not indemnified pursuant to clauses (a) or (b) above.

The indemnification for the items provided for under clauses (a), (b) and (c) above, (hereinafter, the “Liabilities”) shall be made upon the following terms and conditions (the “Indemnification”).

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6.2INDEMNIFICATION BY BUYER

Buyer hereby agrees to defend and hold harmless Seller and its partners, shareholders, managers, officers, directors, employees, agents, successors and assigns, from and against any damage, liability, loss, claim, suit, proceeding, cost or expense (including settlement costs, interest, penalties, reasonable attorneys’ fees or other expenses for investigation or defense) of any actions or threatened actions occasioned by, resulting from or arising out of any breach of any of Buyer’s Representations and Warranties (as hereinafter defined).

6.3LIMITATIONS ON SELLER’S INDEMNIFICATION

The amount of the Indemnification (the “Amount of the Indemnification”) shall be equal to the amount corresponding to any Liabilities, increased by direct financial charges in connection with such Liability, if any, after deduction of:

(a)the amount of the specific reserve fund, if any, posted for the relevant Liability in the Financial Statements except that (i) the reserve fund posted for the Excluded Receivables cannot be utilized for any unpaid receivable and (ii) the reserve fund posted for the Excluded Inventory cannot be utilized for other inventory items; and

(b)the amount of any contingent assets which should arise with respect to the Financial Statements and referred to the period of operation of the Company prior to the Closing Date, except for any plus-values existing in and capital gains deriving from the sale of fixed assets or inventory items.

6.4THRESHOLD

Except for Liabilities concerning tax matters and/or the Litigations, it is further understood that for any other Liabilities Seller’s Indemnification obligations shall not arise

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until the Amount of Indemnification in the aggregate exceeds Euro 100,000 (one hundred thousand) (the “Threshold”).

Should the amount of the Threshold be exceeded, Seller shall be liable to pay to Buyer the entire Amount of Indemnification and any subsequent Amount of Indemnification.

6.5CAP

The Parties acknowledge that Seller’s Indemnification obligation, except for Liabilities concerning the Litigations in no event shall exceed, in the aggregate, Euro 1,000,000 (one million) or, if deriving from Liabilities concerning tax matters, Euro 1,250,000 (one million two hundred and fifty thousand).

For the avoidance of doubt, it is hereby specified that in no case the maximum aggregate liability of the Seller pursuant to the Seller’s Indemnification obligations arising out of the Liabilities and Liabilities concerning tax matters shall exceed Euro 1,250,000.

6.6TIME LIMITS

The Indemnification obligation of Seller shall apply to any Claim (as hereinafter defined) made by Buyer within the following time limits:

(a)with respect to the Seller’s Representations and Warranties set forth in paragraph 5.1.3 for a period of eighteen (18) months after the Closing Date;

(b)as to Liabilities concerning tax, customs duties, labour and social security and environmental matters, until expiration of the applicable statute of limitations; and

(c)eighteen (18) months from the Closing Date as to Liabilities of any other nature.

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6.7CLAIMS

A person entitled to assert a claim for indemnification, (a “Claim” or “Claims”, as the case may be) under the Agreement (the “Indemnitee”), by sending a written notice thereof to the other Party (the “Indemnitor”), promptly but in no event later than 30 (thirty) days after becoming aware of any circumstances giving rise to the Claim, stating in said notice its nature, basis and, to the extent practicable, its estimated amount and the following shall apply:

(a)upon receipt of the Claim, the Indemnitor shall have 30 (thirty) days to submit its objections, if any (the “Objections Term”);

(b)should the Indemnitor fail to give notice thereof within the Objections Term the Claim shall be considered as finally accepted by the Indemnitor; and

(c)should, on the contrary, the Indemnitor submit its objection within the Objections Term, and the Parties would not find an agreement upon such Claim (the “Agreement on the Claim”) within 30 (thirty) days from the elapsing of the Objections Term, either Party may have recourse to arbitration as provided for herein.

6.8THIRD PARTY CLAIMS

In case of any proceedings started or claim laid by third parties against the Company or Buyer which may originate an Indemnification obligation of Seller pursuant to the Agreement (the “Third Party Claims” or the “Third Party Claim”, as the case may be), the following shall apply:

(a)Buyer shall promptly, but in no event later than 10 (ten) business days after becoming aware thereof, inform Seller in writing of the Third Party Claim;

(b)Seller shall have the right to participate in the defense against the Third

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Party Claim by appointing, at its own expense, its own advisors and/or legal counsel to defend together with Buyer’s counsel; provided that Seller shall not be liable for any legal expense incurred by Buyer in connection with defense of the Third Party Claim; and

(c)any settlement related to said Third Party Claim shall require the previous written consent of the Seller, which consent shall not be unreasonably withheld.

6.9PAYMENT OF THE AMOUNT OF INDEMNIFICATION

Without prejudice for any provisional payment as specified in paragraph 6.10 below, any Amount of Indemnification due by Seller pursuant to the Agreement shall be paid to Buyer within 30 days from either:

(a)the elapsing of the Objection Term, should Seller have accepted the Claim or failed to raise any objection to same;

(b)the date of the Agreement on the Claim;

(e)the date of issuance of an arbitration award as provided for herein; and

(d)the date of issuance of an arbitration award or of the relevant court decision, or of the relevant settlement, in case of a Third Party Claim,

by means of wire transfer of immediately available funds to the current account and with the bank as previously indicated by Buyer to Seller in writing.

6.10PROVISIONAL PAYMENTS

Seller, if so requested by Buyer, shall have to make available to the Company the amounts to be paid by same on the basis of tax assessments or other fiscal orders or judicial or administrative decisions even when only provisionally enforceable, provided that the Company or Buyer shall reimburse Seller of the sums subsequently recovered

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by the Company or Buyer, net of any taxes at the charge of the Company or Buyer, if any, in connection with any Amount of Indemnification paid by Seller.

6.11EXCLUSIVE REMEDY

Except for claims of fraud or intentional misrepresentation, the indemnities provided for in this Article 6 shall be the exclusive remedy for breach of the Seller’s Representations and Warranties in lieu of any other right or remedy provided by applicable law or otherwise.

ARTICLE 7 - BUYER’S REPRESENTATIONS AND WARRANTIES

Buyer hereby represents and warrants to Seller as follows (the “Buyer’s Representations and Warranties”):

(a)Mase is and Newco will be a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation. Mase has full right and authority to carry on its activity as now conducted and to own its properties;

(b)Buyer will have all requisite power and authority to execute and deliver the Agreement and to fully perform Buyer’s obligations hereunder and to consummate the transactions contemplated hereby;

(c)Buyer will have taken all actions necessary to authorize execution, delivery and performance of the Agreement;

(d)Buyer has all requisite financial ability and resources to execute, deliver and perform its obligations under the Agreement;

(e)all consents, approvals, authorizations and other requirements provided for by (i) any law, rule or regulation of any government or agency; or (ii) any judgment, order, writ, decree, permit or license of any court or other

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agency or any government; which must be obtained or satisfied by Buyer and which are necessary for the execution and delivery by Buyer of the Agreement and the consummation of the transactions contemplated in the Agreement shall have been obtained and satisfied;

(f)neither the execution and delivery of this Agreement nor the performance or consummation of the transactions contemplated hereby will conflict with, or result in a breach or violation of, constitute a default under, or accelerate the performance provided by the terms of (A) any contract, agreement, commitment or instrument to which Buyer is a party or by which Buyer or any of its assets are bound or committed; or (B) Mase or Newco’s certificate of incorporation, by-laws or other governing instrument.

ARTICLE 8 - FURTHER COVENANTS

8.1GUARANTEE OF THERMADYNE HOLDINGS

By executing the Agreement, Thermadyne Holdings unconditionally guarantees the performance of any and all obligations of Seller under the Agreement and assumes the further undertakings set forth below.

8.2GUARANTEE OF MASE

By executing the Agreement, Mase unconditionally guarantees the performance of any and all obligations of Newco under the Agreement.

8.3AGREEMENTS WITH AFFILIATES OF THE THERMADYNE GROUP

Thermadyne Holdings and Thermadyne Italia shall cause that - on or promptly after the Closing Date, but in any event effective as of the Closing Date – all agreements and/or arrangements existing between the Company and any affiliate of the Thermadyne Group are terminated by mutual agreement with the Company, provided that (i) any

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such affiliate of the Thermadyne Group shall not be entitled to have or to claim from the Company any indemnification or other payment due by the Company in connection with such termination; (ii) all outstanding accepted orders existing at the date hereof shall be completed.

It is agreed that, upon such termination, Thermadyne Holdings and Thermadyne Italia shall use their commercial best efforts so that the affiliates of the Thermadyne Group reconstitute with the Company new commercial arrangements for the purchase of products of the Company, at market terms and conditions to be agreed upon.

8.4INTERIM MANAGEMENT

Except as may be expressly permitted by Buyer in writing upon request by Seller, it being understood that such Buyer’s consent shall not be unreasonably withheld, Seller shall procure that in the period between the date hereof and the Closing Date the Company conducts its business in the normal and ordinary course consistent with past practice without disposing of any material assets, buying new material assets and/or entering into any extraordinary transaction; use reasonable efforts to preserve intact its organization; continue in full force and effect all existing insurance policies; and use all reasonable efforts to preserve relations with suppliers, customers and others having business dealings with it in a manner consistent with past practices.

8.5NON COMPETITION

Seller undertakes that, after the Closing Date and for a period of at least five years, it shall not, whether on its own account or in conjunction with or on behalf of or through any entity, person, firm, company or other organization, and in any form whatsoever, and whether as a principal, agent, consultant or in any other capacity whatsoever, directly or indirectly, operate in the field of the manufacture, marketing or sale of power generators in the territory of Europe, North and South America and Far East, provided that such non competition obligation shall not apply to:

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(i)the activity currently operated through Ocim;

(ii)the purchase and sale of products of the Company supplied by it to affiliates of the Thermadyne Group; and

(iii)occasional not material sales of power generators which Thermadyne Group may from time to time make to its welding customers as a part of its existing commitment to service them.

It is expressly acknowledged by Seller that the compensation for the above non competition obligation has been taken into account in the determination of the Price of the Shares.

8.6CONFIDENTIALITY

Unless compelled to disclose by judicial or administrative orders or by requirements of law, or disclosed in action or proceeding brought by a Party hereto in pursuit of its rights or in exercise of its remedies hereunder, each Party shall, and shall use its best efforts to cause its affiliates and its officers, employees, counsels, accountants, financial advisors, consultants or other representatives to, keep confidential the contents of the Agreement and all documents and information concerning the other Party furnished to it by the other Party in connection with the Agreement.

8.7PRESS RELEASES

Neither Party shall make any public announcements or issue press releases without previously agreeing with the other Party the contents and timing thereof, provided however that each Party may make all announcements and disclosures that may be required by applicable laws or regulations, previously consulting, to the extent that it is feasible, the other Party concerning such announcements and disclosures.

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8.8COOPERATION

The Parties shall render each other their best cooperation to solve any operational issue which may arise in connection with the Sale and Purchase, and, in such a framework, will be ready to execute any deed of integration of the Agreement as may be necessary for the best performance of same.

Furthermore, the Buyer shall cooperate with the Thermadyne Group in connection with the group’s annual audit review for the 2005 fiscal year.

ARTICLE 9 - MISCELLANEA

9.1COSTS

Buyer and Seller shall each bear their own expenses, costs and fees (including, without limitation, brokers, investment bankers, attorneys’ and auditors’ fees) in connection with the Agreement and the transactions contemplated hereby.

The costs associated with the transfer of the Shares (such as notarial fees, stamp duties and others, if any) shall be as to 2/3 at the charge of Buyer and as to 1/3 at the charge of Seller.

9.2SEVERABILITY

Should one or more provisions contained herein be invalid or unenforceable in all or in part under the applicable provisions of law, the invalid or unenforceable provision(s) shall be severed from the Agreement and the Parties shall in good faith negotiate and agree to replace such provision(s) with other(s) having the same or similar economic effect to the maximum extent as permitted by law.

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9.3WAIVER

Neither Party shall have been deemed to have waived rights arising out of the Agreement or out of any default or breach hereunder by the other Party, unless such Party acknowledges such waiver in writing.

No waiver of any default or breach of a provision hereof shall be construed as to constitute a waiver of any further default or breach thereunder, whether similar or not, or as a waiver of the provisions itself.

9.4ENTIRE AGREEMENT

The Agreement merges and supersedes any previous agreements or understandings among the Parties, written or verbal, concerning the subject matter hereof, including but not limited to the Letter of Intent; represents (together with any documents referred to herein) the entire agreement among the Parties; and may not be contradicted by evidence of any prior agreement or understanding, whether written or verbal.

9.5AMENDMENTS

Any modifications or amendments to the Agreement shall only be valid and binding if in writing and duly signed by the Parties.

9.6NOTICES

Any notice or communication between the Parties in connection with the Agreement shall be valid if made in writing and delivered in person or sent by registered letter or telefax confirmed by registered letter, as follows (without prejudice to future changes communicated in accordance herewith):

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if to Buyer, to:

Thermadyne Italia Srl

c/o Thermadyne Holdings Corporation

Suite 300, 16052 Swingley Ridge Road

St. Louis, Missouri 63017 (USA)

telefax: 001.636.728.3010

Attention: Ms. Patricia S. Williams

copy to:

Thermadyne Italia Srl

Mr. Oreste Cazzaniga

Via A. Boito, 12

Monza (Milano), Italy

telefax; 02.96458902

if to Seller to:

Mase Generators SpA

Via Tortona, 345

Cesena (Forli-Cesena), Italy

telefax: 0547.317555

Attention: Mr. Luigi Foresti

Notices delivered in person shall be effective immediately; notices sent by telefax shall be effective immediately if received on a business day or, if not, on the first subsequent business day; notices sent by registered letter shall be effective upon receipt unless the letter merely confirms a previous notice sent by telefax.

9.7APPLICABLE LAW

The Agreement shall be governed by, and construed in accordance with, the laws of Italy.

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9.8ARBITRATION

All disputes arising out of or in connection with the Agreement shall be finally settled under the National Rules of Arbitration of the National and International Chamber of Commerce of Milan by three arbitrators appointed in accordance with the said Rules.

The arbitrators will issue the award applying the rules of law (i.e. ‘arbitrato secondo diritto’).

The arbitration procedure shall be held in Milan, Italy and the arbitrators, taking into account the language of the Agreement or of other related documents, if any, must be fluent in the English language.

LIST OF ANNEXES

Annex A	-	Disclosure Schedule
Annex B/l	-	2004 Financial Statements
Annex B/2	-	Pro-Forma Financial Statements
Annex C	-	Transfer of the Excluded Receivables

	THERMADYNE ITALIA S.R.L.	MASE GENERATORS S.P.A.
	/s/ Oreste Cazzaniga		/s/ Luigi Foresti
	(Oreste Cazzaniga)	(Luigi Foresti)
THERMADNYE HOLDINGS CORPORATION
	/s/ Patricia S. Williams
	(Patricia S. Williams)

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EX-10.2

Exhibit 10.2

PURCHASE AGREEMENT

This PURCHASE AGREEMENT (this “Agreement”), dated as of December 22, 2005, by and among SOLDADURAS PCR SOLTEC LIMITADA (“SOLDADURAS”), a limited liability company organized and existing pursuant to the laws of the Republic of Chile, with its principal place of business at El Bosque Norte 040, Office 605, Comuna of Las Condes, Santiago, Chile, and PENTA CAPITAL DE RIESGO S.A., a private stock corporation organized and existing pursuant to the laws of the Republic of Chile, with its principal place of business at El Bosque Norte 040, 15^th Floor, Comuna of Las Condes, Santiago, Chile, parent company of SOLDADURAS (“PCR”; PCR collectively with SOLDADURAS, the “Buyers”); and THERMADYNE CHILE HOLDINGS, LTD., a company organized and existing pursuant to the laws of the Cayman Islands, having its registered offices at One Capital Place, Shedden Road, P.O. Box 1034 GT, Grand Cayman, Cayman Islands (“TCHL”), and THERMADYNE SOUTH AMERICA HOLDINGS, LTD., a company organized and existing pursuant to the laws of the Cayman Islands, having its registered offices at One Capital Place, Shedden Road, P.O. Box 1034 GT, Grand Cayman, Cayman Islands, (“TSAH”; TSAH, collectively with TCHL, the “Sellers”) with respect to the sale of the ownership interests in SOLDADURAS SOLTEC LIMITADA (“Soltec”) and COMERCIALIZADORA METALSERVICE LIMITADA (“Metalservice), both limited liability companies organized pursuant to the laws of the Republic of Chile (collectively with any subsidiaries, branches or agencies thereof, the “Companies”).

RECITALS:

WHEREAS, TCHL is the legal and beneficial owner of 99.9% of the outstanding equity capital interests in Soltec and of a 0.11% of the outstanding equity capital interests in Soltec’s subsidiary, Metalservice (collectively, the “TCHL Ownership Interests”);

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WHEREAS, TSAH is the legal and beneficial owner of 0.1% of all of the outstanding equity capital interests in Soltec (the “TSAH Ownership Interests”; the TCHL Ownership Interests and the TSAH Ownership Interests sometimes collectively referred to herein as the “Ownership Interests”);

WHEREAS, the Ownership Interests, together with Soltec’s direct holding of 99.89% of the remaining equity capital interest in Metalservice, represent all of the equity capital interests in the Companies currently outstanding;

WHEREAS, Sellers promise to sell to Buyers, and Buyers promise to purchase from Sellers, the Ownership Interests, all in accordance with the provisions of this Agreement; and

WHEREAS, each of TCHL, SOLDADURAS and PCR desires to make certain representations, warranties and agreements in connection with the sale and acquisition of the Ownership Interests.

NOW, THEREFORE, in consideration of the mutual covenants, representations, warranties and agreements herein contained, the parties hereto agree as follows:

ARTICLE I

DEFINITIONS

SECTION 1.1Definitions:  For purposes of this Agreement, the term:

(a)“Accountants” has the meaning set forth in Section 2.3(f).

(b)“Affiliate” means a person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, another person.

(c)“Audited Financial Statements” means the audited

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consolidated balance sheet and related statements of income, partners’ equity and cash flow of the Companies at December 31, 2004.

(d)“Debt” means any interest bearing debt of the Companies existing at the Closing Date, including, without limitation, financial leases and debt with related parties.

(e)“Cash” has the meaning set forth in Section 2.3(a).

(f)“Chilean GAAP” has the meaning set forth in Section 2.3(a).

(g)“Closing” means the completion of the sale and purchase of the Ownership Interests by the execution of the Transfer Documents and the payment of the Purchase Price contemplated in this Agreement, all of which shall occur on the Closing Date.

(h)“Closing Date” means twelve hours noon in Santiago, Chile, on January 3, 2006.

(i)“Closing Financial Statements” means the audited consolidated balance sheet of the Companies as of December 31, 2005, and the related audited statements of income, partners’ equity and cash flow of the Companies as of December 31, 2005.

(j)“contract” means any contract, agreement, loan, instrument, lease, sales contract, mortgage, pledge, license, distribution, insurance policy, commitment or other arrangement or agreement.

(k)“Currency Conversion Rate” means, either in respect of sums designated in Ch$ or US$ that need be converted into the other currency, for any calculation, determination of value, price adjustment, payment or reimbursement to be made, disbursement to be incurred or for any other purpose whatsoever, as required pursuant to the terms of this Agreement, the US$ - Ch$ exchange rate so-called “Dólar Observado” quoted by the Central Bank of

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Chile for the transaction of United States Dollars with Chilean Pesos and published on the business day on which any such conversion is required to be made, shall be applied.

(l)“Governmental Authority” means any nation or government, any state or other political subdivision thereof and any entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government.

(m)“Lien” means any liens, pledges, claims, security interests, mortgages, easements, rights of way, restrictive covenants, rights of first refusal, material defects in title and other burdens.

(n)“Net Debt” means Debt minus Cash.

(o)“Net Working Capital” has the meaning set forth in Section 2.3(a).

(p)“Ownership Interests” has the meaning set forth in the second Recital hereof.

(q)“persons” means and includes any individual, partnership, corporation, unincorporated organizations or other entity, and any government or governmental authority, agency or political subdivision thereof.

(r)“Purchase Price” has the meaning set forth in Section 2.2.

(s)“Salas” has the meaning set forth in Section 2.3(a).

(t)“Salas Certificate” has the meaning set forth in Section 2.3(a).

(u)“Schedules” are those disclosure schedules annexed to this Agreement, all of which will be considered to form part of this

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Agreement.

(v)“Subsidiary” means, with respect to any person, any corporation, partnership, joint venture or other entity of which such person, directly or indirectly, owns an amount of voting securities, or possesses other ownership interests, having the power, direct or indirect, to elect a majority of the board of directors or other governing body thereof.

(w)“Supply Agreements” refers to agreements referenced on Exhibit 7.2.5.

(x)“Taxes” means any and all taxes, fees, duties and similar governmental charges (including any interest, penalties or additions to tax imposed in connection therewith or with respect thereto) including, without limitation, taxes imposed on, or measured by, income or profits, and value added, sales, service, real or personal property, license, payroll, withholding, employment, social security, unemployment, stamp, gains taxes, and customs duties.

(y)“Tax Returns” means any report, return or statement required to be supplied to the Tesorería General de la República de Chile and/or the Servicios de Impuestos Internos de Chile, in connection with Taxes.

(z)“TCHL Ownership Interests” has the meaning set forth in the first Recital hereof.

(aa)“Thermadyne Industries, Inc.” refers to the parent corporation of the Sellers and is a Corporation duly existing under the laws of Delaware, United States of America.

(bb)“Transfer Documents” has the meaning set forth in Section 2.5 hereof.

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(cc)“TSAH Ownership Interests” has the meaning set forth in the second Recital hereof.

(dd)“Underlying Asset” means any and all right, good or asset of any kind, whether real estate or movable, tangible or intangible, held either as owner, tenant, licensee, or at any other title, as accounted for and registered in any of Soltec’s and/or Metalservice’s records.

(ee)“US$” means United States Dollars; and “Ch$” means Chilean Pesos.

ARTICLE II

PURCHASE AND SALE

SECTION 2.1Purchase and Sale.   On the terms and subject to the conditions hereof, Sellers hereby promise to sell, assign, transfer and convey to Buyers on the Closing Date, and Buyers hereby promise to purchase and acquire from Sellers on the Closing Date, all right, title and interest in and to the Ownership Interests, with all rights attaching to them as of the Closing Date, free and clear of all Liens, for the purchase price set forth in Section 2.2 (subject to adjustments pursuant to Section 2.3), as follows:

(i)SOLDADURAS shall purchase and acquire from TCHL the TCHL Ownership Interests, and

(ii)PCR shall to purchase and acquire from TSAH the TSAH Ownership Interests.

SECTION 2.2Purchase Price.   (a) The aggregate purchase price for the Ownership Interests is the amount of US$ 7,000,000 (the “Purchase Price).

(b)The Purchase Price shall be paid by means of a bank transfer

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to the following account:

JP Morgan Chase Bank

One Chase Plaza

New York, New York 10005

ABA #021000021

Swift Code: CHASUS33

Account number:  10-19033

Account name:  Thermadyne Industries Inc

Referencing:

On behalf of Thermadyne Chile Holdings, Ltd and Thermadyne South America Holdings, Ltd.

as follows:

SELLER	PURCHASE PRICE
- TCHL for 99.9% of Soltec	US$	6,543,457
- TCHL for 0.11% of Metalservice	US$	450,000
- TSAH for 0.1% of Soltec	US$	6,543
TOTAL	US$	7,000,000

(c)If either Party fails to close on the Closing Date for any reason other than just cause, the failing Party shall pay to the other an amount of U.S. $750,000.  If the failure was for just cause, then the Parties will set a revised Closing Date that is within 48 hours of the original Closing Date.

SECTION 2.3Adjustments to the Purchase Price

(a)Within 15 calendar days following the Closing Date, at

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the expense of Soltec, the auditors’ firm Salas y Cía. Ltda. (“Salas”) will deliver to Sellers and Buyers, duly certified by Salas and audited on a consolidated basis as of the December 31, 2005, the Closing Financial Statements and a certificate (“Salas Certificate”) setting forth such auditors’ calculation of (i) total Cash and Debt of the Companies as of December 31, 2005 as determined from the Closing Financial Statements; for these purposes “Cash” shall mean cash and cash equivalents (meaning by cash equivalents such instruments or investments easily cashable or of such high liquidity that make them virtually as good as cash, e.g.: mutual funds quotas/shares, banking term deposits, etc.); and (ii) the Companies’ Adjusted Net Working Capital as of December 31, 2004 (the Ch$2,044,239,000 as per Annex A divided by the annual sales of December 31, 2004 of Ch$ 4,307,034,000 and multiplied by the sales of the last twelve months to December 31, 2005), and the Companies’ Net Working Capital as of December 31, 2005; for these purposes, “Net Working Capital” shall mean current assets of the Companies (excluding cash and cash equivalents) minus current liabilities (excluding financial debt, leases and debt with related companies).

All these calculations shall be made in Ch$ and, when and as required for payments to Sellers, if any under the terms hereunder, shall be converted into US$ at the Currency Conversion Rate.

Annex A shows the calculations of Cash, Debt and Net Working Capital as of December 31^st, 2004.

The Closing Financial Statements shall be prepared in accordance with Chilean generally accepted accounting policies and practices (“Chilean GAAP”) and on a basis consistent with the preparation of the Audited Financial Statements.  The Closing Financial Statements (i) shall be prepared without regard to any of the effects of the closing of the transactions contemplated hereby, and (ii) shall reflect all proposed audit adjustments determined

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by Salas to be necessary in order to present the Closing Financial Statements in accordance with Chilean GAAP on a basis consistent with such accounting policies and practices.

(b)In connection with the preparation of the Closing Financial Statements and on a date mutually satisfactory to the parties, a physical inventory of all raw materials, work-in-progress and finished goods inventories owned by the Companies shall be taken by Salas to determine the Companies’ inventory as of December 31, 2005, with the assistance of representatives of Buyers and TCHL, and observed by Buyers and TCHL, or their respective representatives.  Each of Buyers and TCHL shall have the opportunity to examine the work papers, schedules and other documents prepared by the Companies and Salas in connection with the preparation of the Closing Financial Statements and the Salas Certificate.

(c)On the basis of the Closing Financial Statements and the Salas Certificate, the Purchase Price shall be subject to adjustment (i) for the amount of Net Debt (or net Cash) as of December 31, 2005, and (ii) for the difference between the Net Working Capital of the Companies as of December 31, 2005 and the Adjusted Net Working Capital as of December 31, 2004, in each case as set forth on the Salas Certificate.

(d)The Salas Certificate will reflect a net amount in favor of Buyers or Sellers, as applicable, for these price adjustments, which will be paid to the appropriate party entitled thereto. Should the said price adjustments result in a payment due to Sellers, then such amount shall be held by Buyers for a period of 110 days from the Closing Date, as a guarantee of the obligations and payment of eventual liabilities of Sellers arisen hereunder towards Buyers, including without limitation, the circumstance that any of the representations and warranties made by Sellers under Article III hereof may be found incorrect,

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inexact or false. Once Buyers have applied the price adjustments to compensate the damages pursuant to the above, the remaining amount shall be promptly paid to Sellers in US$ at the Currency Conversion Rate on the Closing Date by bank transfer to the account specified in Section 2.2(b).

(e)For the purpose of the Purchase Price adjustments referred to in paragraphs (c) and (d) of this Section 2.3, the Closing Financial Statements and the Salas Certificate shall be final and binding on both parties unless, within 10 calendar days after delivery of such documents to them, notice is given by any of Buyers and/or Sellers to the other party of their objection, setting forth in reasonable detail Buyers’ and/or Sellers’ basis for objection.  If a notice of objection is given, Buyers and Seller shall consult with each other with respect to the objection.  Any amount that is not in dispute will be promptly paid by the appropriate party obligor thereto pursuant to paragraphs (d) and (g) of this Section 2.3.  If Buyers and TCHL are unable to reach agreement within 15 calendar days after the notice of objection has been given, circumstance that shall not be necessary to be evidenced to third parties, the dispute shall be referred for resolution to PriceWaterhouseCoopers, Santiago, Chile, (the “Accountants”) as promptly as practicable on the terms set forth in paragraph (f) of this Section 2.3.

(f)The Accountants will make a determination as to each of the items in dispute, which determination will be (i) in writing, (ii) furnished to each of the parties hereto within the term of 15 calendar days after the items in dispute have been referred to the Accountants, (iii) made in accordance with this Agreement, and (iv) conclusive and binding upon each of the parties hereto.  In connection with their determination of the disputed items, the Accountants will be entitled - but will not be obligated - to rely on the working papers, trial balances and similar materials prepared by Salas in connection with such firm’s examination of

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the financial statements of the Companies, and the fees and expenses of the Accountants will be shared equally by Buyers and TCHL.  Each of Buyers and TCHL will use reasonable efforts to cause the Accountants to render their decision within the timeframe described above, including without limitation by promptly complying with all reasonable requests made by the Accountants for information, books, records and similar items.

(g)Except as otherwise provided herein, any payments required to be made pursuant to this Section 2.3 shall be payable in US$ and in same day funds at the Currency Conversion Rate, by means of a bankers’ draft or a certified bank check (vale vista bancario) issued by a prime bank established in Santiago, Chile, and shall bear interest from the Closing Date to and including the date of such payment at a rate per annum equal to 5.0%. Any payments pursuant to this Section 2.3 shall be treated for all purposes as an adjustment to the Purchase Price.

SECTION 2.4Withholding taxes on Purchase Price.   Any and all payment of the Purchase Price, whether at Closing Date or in regard to the adjustments of price, according to section 2.3 above, shall be subject to any and all applicable tax and charge under Chilean law, including, without limitation, articles 60 and 74 of the Chilean Income Tax Law (DL 824) which provide a 20% taxation rate. Should the Buyers be required under Chile’s Income Tax Act or other applicable tax law in Chile to deduct or withhold from or in respect of the Purchase Price and/or its adjustments any income tax, then Buyers shall make such deduction or withholding and shall within the next 24 hours of making such deduction or withholding pay the full amount deducted or withheld to the Tesorería General de la República or the relevant Chilean taxation authority in accordance with Chilean applicable tax laws. Within two Chilean business days from the date Buyers made such deduction or withholding and made such tax payment, Buyers

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shall deliver to TCHL evidence reasonably satisfactory to TCHL that the tax deduction or withholding has been appropriately paid to the Tesorería General de la República or other relevant Chilean taxation authority.

SECTION 2.5Transfers.   (i)  On the Closing Date, each of Sellers shall transfer its Ownership Interests to Buyers as set forth in Section 2.1 above, with all rights attaching to them as of the Closing Date, including all rights to payments, dividends and/or withdrawals or distribution of funds, by executing a notarial deed amending the by-laws of each of Soltec and Metalservice, the forms of which notarial deeds are attached hereto as Exhibit A (the “Transfer Documents”).

(ii)   At Closing, each of Sellers and Buyers shall execute the respective notarial deeds in form and substance satisfactory to Sellers and Buyers documenting this transaction and simultaneously amending the by-laws of each of Soltec and Metalservice so as to properly evidence thereto the purchase of the Ownership Interests by Buyers, the form of which is attached hereto as Exhibit A, and an excerpt of which shall be duly published in the Official Gazette and registered in the Commerce Registry of Santiago, Chile, promptly after the Closing.

(iii)   Each of Sellers and Buyers shall waive the right to seek the rescission of any of the Transfer Documents (acción resolutoria) that may derive from any breach or failure to fully comply with this Agreement and/or the Transfer Documents.

SECTION 2.6Closing Date.   Closing shall take place on the Closing Date at the offices of Eyzaguirre & Cía, located at El Golf No.40, 15^th Floor, Las Condes, Santiago, Chile, or on such other date or at such other place as the parties may mutually agree upon in writing.

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SECTIONS 2.7 Further Access for Due Diligence.   Sellers have had access to persons authorized by Buyers, including but not limited to the officers, employees and accountants of Fidelitas Servicios y Asesorías Ltda., and the members of the law firm of Alcaíno Rodríguez Sahli Abogados, and have had unrestrained access to the premises of each of the Companies for the purposes of inspecting its assets, liabilities, inventories, accounting books, contracts, records and other documents. Until the Closing Date, Buyers may request additional access to the Companies from the Sellers, and Sellers will grant this access during normal operating hours and in a manner to avoid interference with any of the Companies normal business.

SECTION 2.8Conduct of Business Prior to the Closing Date.   TCHL, with the consent of TSAH, undertakes for the benefit of Buyers that starting from and after the date of this Agreement and until the Closing Date, it will procure that Soltec and Metalservice:

(a)operate and conduct their business and preserve their goodwill in the ordinary course of business, in accordance with sound commercial practices, and in compliance with applicable laws and regulations;

(b)maintain all of their (i) assets in as good a state of operating condition and repair as they are on the date of this Agreement, except for ordinary depreciation and wear and tear; (ii) inventories at such levels as are reasonable and sufficient for the ordinary conduct of business; and (iii) do not, without the prior written consent of Buyers, engage in levels of trading with persons related to Sellers which are materially different from historical levels of such trading;

(c)maintain their existing business in accordance with current budget and marketing plans, without incurring in any new liabilities (whether present or future, actual or contingent),

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and do not enter into any additional marketing ventures without the prior written consent of Buyers;

(d)take no action or actions which will interfere with the consummation of the Closing hereunder in accordance with the terms of this Agreement; and

(e)make no distribution of dividends, profits or any fund in general, and/or capital; and

(f)Regardless of whether the transactions contemplated by this Agreement are consummated, each of the parties will, unless otherwise specified hereunder, bear its own legal and accounting costs and other expenses incidental to the execution and completion of this Agreement.

ARTICLE III

REPRESENTATIONS AND WARRANTIES OF SELLERS

TCHL, and TSAH, but the latter only when expressly mentioned, either individually or collectively within the term Sellers, hereby represent and warrant to Buyers as set forth below:

SECTION 3.1Organization and Qualification.   Sellers represent and warrant that each of Soltec and Metalservice is a limited liability company duly organized, validly existing and in good standing under the laws of the Republic of Chile, and that each of Sellers are corporations duly organized, validly existing and in good standing under the laws of their jurisdiction of incorporation; and that each of Soltec, Metalservice and Sellers have all requisite corporate power and authority to own, operate and lease their respective properties and to carry on their business as they are now being conducted. TCHL represents and warrants, further, that each of the Companies is qualified to do business and is in good standing in every jurisdiction where the nature of the business conducted by it or the properties owned or

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leased by it require qualification.

SECTION 3.2Authorizations.   Each of Sellers represents and warrants that it has full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby.  The execution and delivery of this Agreement by each of Sellers, the performance by Sellers of their obligations and agreements hereunder and the consummation by Sellers of the transactions contemplated hereby, have been duly authorized by each of Sellers’ Board of Directors. No other corporate action on the part of any of Sellers is necessary to authorize the execution and delivery of this Agreement. This Agreement constitutes a valid and legally binding obligation of each of Sellers, enforceable against each of them in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency or other laws affecting generally the enforceability of creditors’ rights.

SECTION 3.3No Violation.   Neither the execution and delivery of this Agreement by each of TCHL and TSAH and the performance by each of them of their obligations hereunder nor the consummation by them of the transactions contemplated hereby will violate, conflict with or result in any breach of any provision of the Estatutos Sociales or equivalent documents of Sellers or the Companies; TCHL represents and warrants, further, that none of the above actions will: (a) violate, conflict with or result in a violation or breach of, or constitute a default or give raise to any right of termination or acceleration (with or without due notice or lapse of time or both) or result in the acceleration of any payment under the terms, conditions or provisions of any note, mortgage, or any license, lease or agreement to which TCHL or the Companies are party of or by which any of their assets are bound, provided, however, that the prior written consent of Thermadyne Holdings Corporation’s creditor banks needs be obtained in respect of Sellers and, therefore, is subject to such consent being obtained or waived, (b) violate any order, writ,

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judgment, injunction, decree, statute, rule or regulation of any court or Governmental Authority applicable to TCHL or the Companies or any of their assets, or (f) result in the creation of any Lien.

SECTION 3.4Effects of Agreement.   Neither the execution and delivery of this Agreement by Sellers and the performance by Sellers of their obligations hereunder, nor the consummation of the transactions contemplated hereby, will (a) violate, conflict with or result in a breach of any provision of the organizational documents of Sellers or the Companies, (b) violate any statute, regulation, order, judgment, or decree of any court or governmental agency binding on any of the Sellers or any of the Companies, (c) conflict with, result in a breach of any of the terms of, constitute a default under, result in the termination of, or result in the creation of any Lien pursuant to the terms of, any material contract or agreement to which Sellers or the Companies are a party.

SECTION 3.5Ownership of Interests and Underlying Assets (1).   (i) The Sellers are both the exclusive legal and beneficial owners of the Ownership Interests, free and clear of any Liens, and (ii) such ownership does not violate any statute, ordinance, regulation, order, judgment, or decree of any court or governmental agency of Chile or otherwise binding on any of them. (2) Any and all Underlying Asset is owned, held or possessed as accounted in any of Soltec’s and/or Metalservice’s records and is held free and clear from any encumbrance, litigation, claim and/or dispute of any nature, shape or form, except as set forth on Exhibit 3.9. Furthermore, both (1) and (2) are currently in a good material and legal standing, fit to be destined to the purposes it was acquired whether as owner or as holder.

SECTION 3.6Consents and Approvals.   No filing or registration with, no notice to and no permit, authorization, consent or approval of any Governmental Authority is necessary for the

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consummation by Sellers of the transactions contemplated by this Agreement, other than consents, registrations, approvals, authorizations, permits, filings or notifications which have already been obtained or made, as appropriate.

SECTION 3.7Accurate Information.   To Seller’s knowledge, no material information has been omitted to be furnished or disclosed by or on behalf of Sellers to Buyers in respect of them or in respect of the Companies which, if furnished or disclosed, would be likely to lead a proposing buyer for value of the Ownership Interests (i) to reduce its assessment of the value thereof, or (ii) to reverse its decision to purchase the Ownership Interests.

SECTION 3.8Audited Financial Statements.   The Audited Financial Statements:

(a)comply with the provisions of applicable law and have been prepared in accordance with Chilean GAAP, and are complete and accurate in all material respects; and

(b)give a true and fair view of all of the assets and liabilities (whether present or future, actual or contingent) and of the state of affairs of the Companies as of December 31, 2004.

SECTION 3.9Liens on Assets.   Except as set forth on Exhibit 3.9, the Companies (i) have not created or agreed to create or suffer from nor will prior to the Closing Date create or agree to create or suffer from any Lien over any part of their undertaking or assets; and (ii) have and will at the Closing Date have full beneficial interest in and good and marketable title, free from any Lien, to each of their assets.

SECTION 3.10No Material Adverse Change.   Since December 31, 2004 (i) there has been, and pending the Closing will be, no material adverse change in the financial condition or

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operation of the Companies; (ii) the business of each of the Companies has been carried out on a normal basis and will be so carried out up to the Closing Date; (iii) the Companies have not disposed of any of their assets other than in the ordinary course of business and for full consideration and on normal terms; and (iv) the Companies have not distributed any profits or effected any distribution of its assets or made any loan or other payment other than in the ordinary course of business and the Companies, prior to the Closing Date, will not make or cause to be made any distribution of its profits or assets, or make any loan or other payments other than in the ordinary course of business.

SECTION 3.11No Contingency or Material Litigation.   Except as set forth in Exhibit 3.11, (i) the Companies do not face nor are engaged or involved in any material litigation, arbitration, prosecution or other legal proceedings (“Proceedings”), whether as plaintiff, defendant or otherwise, and there are no Proceedings pending or, to Sellers’ knowledge, threatened by or against any of the Companies; (ii) there are no Proceedings in course, pending or, to Sellers’ knowledge, threatened under which any of the Companies is or may be liable to indemnify any person; (iii) the Companies are not involved in any inquiry, whether convened by a governmental, regulatory or municipal board of inquiry or commission or any other administrative body.

SECTION 3.12Trademarks and User Agreements.   The trademarks set forth in Exhibit 3.12 hereto: (i) are now and will at the Closing Date be legally and beneficially owned by and registered in the name of the Companies, free from any Lien, and the Companies have and will continue to have after the Closing Date, the exclusive right to use, free from any restriction whatsoever, each such trademarks, particularly the trademark “Soltec”; (ii) are valid and enforceable; (iii) are not the subject of registered user agreements, licenses or other rights; (iv) have not been subject to any event, nor will prior to the Closing Date be subject to any event, under which any of them has ceased or,

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to Sellers’ knowledge, might cease to be valid and subsisting.  Except for those set forth on Exhibit 3.12 hereto, no other trademarks or copyrights are owned by and registered in the name of the Companies, and the Companies are not a party to any user agreements or license, know-how, information, assistance or development agreements.

SECTION 3.13Related Transactions.   Except as set forth on Exhibit 3.13, neither of the Companies (i) have entered or become party to any agreement or contract with any of the Sellers, their affiliates or their employees, officers or advisors; (ii) have sponsored, pledged, warranted or guaranteed in any way, shape or form obligations of any of the Sellers, their affiliates or their employees, officers or advisors.

SECTION 3.14Labor matters.   Neither of the Companies (i) have unions among their employees; (ii) have entered or become party to any collective labor contracts or agreements of any kind; (iii) have suffered strikes or any and all form of disruption of the normal development of the activities by their employees; and (iv) are party to any negotiations for any collective labor contracts or agreements of any kind.

SECTION 3.15Compliance with Laws.   The Sellers represent and warrant that each of the Companies has complied with any and all applicable obligations in regard to environmental, tax, sanitary and labor matters and any and all filing, consent, authorization or permit from any and all competent authority, including without limitation, the Chilean environmental, tax, sanitary and labor authorities or agencies. The parties expressly acknowledges that any tax liability Soltec, Metalservice and/or Buyers could face should this representation be found incorrect, inexact or false is guaranteed in accordance with section 8.2.2 herein.

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ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF BUYERS

Buyers hereby represent and warrant to Sellers as follows:

SECTION 4.1Organization and Qualification.   Each of Buyers is a corporation duly organized, validly existing and in good standing under the laws of the Republic of Chile and have all requisite corporate power to purchase and acquire the Ownership Interests.

SECTION 4.2Authorizations.   The execution and delivery of this Agreement by each of Buyers, the performance by Buyers of their obligations and agreements hereunder and the consummation by Buyers of the transactions contemplated hereby have been duly authorized by all necessary corporate action of each of Buyers.  No other corporate action on the part of any of Buyers is necessary to authorize the execution of this Agreement. This Agreement constitutes a valid and legally binding obligation of each of Buyers, enforceable against each of Buyers in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency or other laws affecting generally the enforceability of creditors’ rights.

SECTION 4.3Effects of Agreement.   Neither the execution and delivery of this Agreement by Buyers and the performance by Buyers of their obligations hereunder, nor the consummation of the transactions contemplated hereby, will (a) violate, conflict with or result in a breach of any provision of the organizational documents of Buyers, (b) violate any statute, regulation, order, judgment, or decree of any court or governmental agency binding on any of the Buyers, (c) conflict with, result in a breach of any of the terms of, constitute a default under, result in the termination of, or result in the creation of any Lien pursuant to the terms of, any material contract or agreement to which Buyers are a party.

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SECTION 4.4No Violation.   Neither the execution and delivery of this Agreement by each of Buyers, and the performance by each of them of their obligations hereunder nor the consummation by them of the transactions contemplated hereby, will (i) violate, conflict or result in any breach of any provision of the organizational documents of Buyers or any order, writ, judgment, injunction, decree, statute, rule or regulation of any court or Governmental Authority applicable to or binding on Buyers, or (ii) conflict with, result in a breach of any of the terms of, constitute a default under, result in the termination of, or result in the creation of any Lien pursuant to the terms of, any material contract or agreement to which any of Buyers are a party.

SECTION 4.5Consents and Approvals.   No filing or registration with, no notice to and no permit, authorization, consent or approval of any Governmental Authority is necessary for the consummation by Buyers of the transactions contemplated by this Agreement, other than consents, registrations, approvals, authorizations, permits, filings or notifications which have already been obtained or made, as appropriate.

ARTICLE V

LIABILITIES OF COMPANIES

SECTION 5.1Any and all liabilities of the Companies related to their respective business and duly reflected in the Companies’ accounting records in accordance with Section 3.8 hereof shall be assumed and undertaken by Buyers at and after the Closing Date and shall become solely the obligations of Buyers.

ARTICLE VI

CONFIDENTIALITY

SECTION 6.1 Confidentiality.   All information furnished by

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Sellers to Buyers or their officers, employees or agents, including their counsels, accountants and representatives, whether oral or written, in connection with this Agreement is confidential and shall be treated in a confidential manner, and Buyers shall not directly or indirectly disclose, or permit any of their officers, employees or agents, including their counsels, accountants and representatives, to disclose any such information to a third party without Sellers’ prior written consent, provided, however, that disclosure may be made in accordance with any law, regulation, code or order of a court of competent jurisdiction.  In the event that the purchase of the Ownership Interests is not consummated, Buyers shall return to Sellers all such documents and other materials containing, reflecting or referring to such information, and shall not directly or indirectly use such information for any competitive or other commercial purpose.

All information furnished by Buyers to Sellers or their officers, employees or agents, including their counsels, accountants and representatives, whether oral or written, in connection with this Agreement is confidential and shall be treated in a confidential manner, and Sellers shall not directly or indirectly disclose, or permit any of their officers, employees or agents, including their counsels, accountants and representatives, to disclose any such information to a third party without Buyers’ prior written consent, provided, however, that disclosure may be made in accordance with any law, regulation, code or order of a court of competent jurisdiction.  In the event that the purchase of the Ownership Interests is not consummated, Sellers shall return to Buyer all such documents and other materials containing, reflecting or referring to such information, and shall not directly or indirectly use such information for any competitive or other commercial purpose.

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ARTICLE VII

CONDITIONS PRECEDENT

SECTION 7.1Conditions Precedent to Sellers’ Obligations.   This Agreement is subject to the following conditions precedent, any or all of which may be waived by Sellers, in their sole discretion:

7.1.1.Statement by Buyers.   On the Closing Date, Sellers shall have received from each of Buyers a statement duly signed by their General Manager or legal representative, dated on such date, in form and substance satisfactory to Sellers, with respect to (i) the authorization granted by each of them for the execution and delivery of this Agreement by each of Buyers and the consummation of the transactions contemplated hereby, and (ii) the due authorization of the officer or attorney-in-fact of each of Buyers, as the case may be, executing this Agreement on behalf of Buyers.

7.1.2.Representations and Warranties.   The representations and warranties of Buyers contained in Article IV hereof shall be true and correct in all material respects on the Closing Date.

7.1.3.Payment of the Purchase Price.   Sellers shall have received and confirmed receipt of the Purchase Price in full pursuant to Section 2.2 hereof.

SECTION 7.2Conditions Precedent to Buyers’ Obligations.   This Agreement is subject to the following conditions precedent, any or all of which may be waived by Buyers, in their sole discretion:

7.2.1.Statement by Sellers.   On the Closing Date, Buyers shall have received (i) from each of Sellers duly signed by their General Manager or legal representative a statement, dated on such date, in form and substance satisfactory to Buyers, with respect to (a) the authorization granted by each of them for the

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execution and delivery of this Agreement by each of Sellers and the consummation of the transactions contemplated hereby, and (b) the due authorization of the officer or attorney-in-fact of each of Sellers, as the case may be, executing this Agreement on behalf of Sellers; and (ii) a favorable legal opinion of the Chilean law firm Alcaíno | Rodríguez | Sahli and a favorable report of Fidelitas Servicios y Asesorías Ltda. with regard to the inspection described in Section 2.7 and 7.2.4 hereof.

7.2.2.Amendment of Companies’ Powers of Attorney.   All powers of attorney granted on behalf of the Companies shall have been revoked or amended to the satisfaction of Buyers. For the purposes of this provision, and for the period that goes between the date of this Agreement and the Closing Date, Sellers will cause the Companies to execute a public deed by means of which the current powers of attorney of the Companies are to be modified, substantially in the form of the Exhibit 7.2.2.

7.2.3.Representations and Warranties.   The representations and warranties of Sellers contained in Article III shall be true and correct in all material respects on the Closing Date.

7.2.4.Due Diligence; Counsel Approval.   Buyers have completed to their satisfaction a full and comprehensive due diligence inspection regarding the Companies’ business, assets, operations and affairs, including, without limitation, a legal, accounting, financial, operational and tax due diligence on each of the Companies at the cost and expense of Buyers.  All legal matters in connection with such due diligence are acceptable to counsel for Buyers and all such additional records and information related to the due diligence process have been furnished to such counsel by Sellers or the Companies.

7.2.5.Supply Agreements.   On the Closing Date, Thermadyne Industries, Inc. and Soltec, on the one hand, and on the other, Stoody Company and Soltec, shall have entered, as appropriate,

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into those Supply Agreements set forth on Exhibit 3.13 hereto, for a period of 7 years, renewable by mutual agreement of the parties and subject to the conditions set forth in each of those Supply Agreements.

7.2.6.Related-Party Contracts.   Except for the Supply Agreements set forth on Exhibit 7.2.5 on the Closing Date, the Companies shall have terminated and be fully released from any and all agreements, contracts or obligations of any kind with any of the Sellers or their related persons.

ARTICLE VIII

INDEMNIFICATION

SECTION 8.1Survival.   The obligations of the parties contained in Articles VI and VIII, Section 8.2, hereof, shall survive the Closing, and the representations and warranties of each of TCHL, TSAH, SOLDADURAS and PCR, respectively, contained in Sections III and IV hereof, shall survive the Closing, in each case for a period of three (3) years after the Closing Date; provided, however, that the representations and warranties of TCHL as Seller in respect of taxation shall survive the Closing until expiration of the six (6) years statute of limitations provided for under Chilean law for tax liabilities. No covenant, representation or warranty contained in this Agreement shall survive after such dates or, if earlier, the time at which it would otherwise terminate.

SECTION 8.2Indemnification

8.2.1Additional Definitions.   For purposes of this Agreement, (i) “Indemnity Payment” means any amount of Indemnifiable Losses required to be paid pursuant to this Agreement; (ii) “Indemnitee” means any person or entity entitled to indemnification under this Agreement; (iii) “Indemnifying Party” means any person or entity required to provide indemnification under this Agreement; (iv)

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“Indemnifiable Losses” means any and all damages, losses, liabilities, obligations, costs and expenses, and any and all claims, demands or suits (by any person or entity, including, without limitation, any Governmental Authority), including, without limitation, the costs and expenses of any and all actions, suits, proceedings, demands, assessments, judgments, settlements and compromises relating thereto and including reasonable attorneys’ fees and expenses in connection therewith, and (v) “Third Party Claim” means any claim, action or proceeding made or brought by any person or entity who or which is not a party to this Agreement or an Affiliate of a party to this Agreement.

8.2.2.Indemnification by TCHL.   Subject to Section 8.1, TCHL agrees to indemnify, defend and hold harmless Buyers and its directors, managers, officers, employees, agents and representatives from and against any and all Indemnifiable Losses to the extent relating to, resulting from or arising out of:

(a)any breach by Sellers of or any inaccuracy of any representation or warranty of Sellers contained in this Agreement, or in any agreement, instrument, certificate or other document delivered pursuant hereto;

(b)any breach or non-performance by Sellers of any covenant to be performed by any of them that is contained in this Agreement or in any agreement, certificate or other document delivered pursuant hereto; and

(c)any amounts to be paid in connection with attorneys fees, costs, settlements, verdicts or any other damages arising from the matters set forth on Exhibit 3.11.

8.2.3.Indemnification by Buyers. Buyers agree to indemnify, defend and hold harmless Sellers and its directors, managers,

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officers, employees, agents and representatives from and against any and all Indemnifiable Losses to the extent relating to, resulting from or arising out of:

(a)any breach by Buyers of or any inaccuracy of any representation or warranty of Buyers contained in this Agreement or in any agreement, instrument, certificate or other document delivered pursuant hereto; and

(b)any breach or non-performance by Buyers of any covenant to be performed by any of them that is contained in this Agreement or in any agreement, certificate or other document delivered pursuant hereto.

8.2.4.Notice of Claim.   If any Indemnitee receives notice or becomes aware of any claim, proceeding or other matter (a “Claim”) in respect to which an Indemnifying Party is obligated to provide indemnification under this Agreement, the Indemnitee shall reasonably promptly give written notice thereof to the Indemnifying Party, which notice shall be given in any event not later than 30 calendar days after receipt of notice or becoming aware of such Claim. Such notice shall specify whether the Claim arises as a result of a Claim by a Person against the Indemnitee (a “Third Party Claim”) or whether the Claim does not so arise (a “Direct Claim”), and shall also specify with reasonable particularity (to the extent that the information is available) the factual basis for the Claim and the amount of the Claim, if known. If, through the fault of the Indemnitee, the Indemnifying Party does not receive notice of any Claim in time to contest effectively the determination of any liability being contested, the Indemnifying Party shall be entitled to set-off against the amount claimed by the Indemnitee the amount of any Losses incurred by the Indemnifying Party resulting from the Indemnitee’s failure to give such notice on a timely basis.

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8.2.5.Direct Claims.   With respect to any Direct Claim, following receipt of notice from an Indemnitee of the Claim, the Indemnifying Party shall have sixty (60) calendar days to make such investigation of the Claim as is considered necessary or desirable. For the purpose of such investigation, the Indemnitee shall make available to the Indemnifying Party the information relied upon by the Indemnitee to substantiate the Claim, together with all such other information as the Indemnifying Party may reasonably request. If both parties agree at or prior to the expiration of such 60-day period (or any mutually agreed upon extension thereof) to the validity and amount of such Claim, the Indemnifying Party shall pay within sixty (60) calendar days to the Indemnitee the full agreed upon amount of the Claim, failing which the matter shall be referred to binding arbitration in such manner as the parties may agree.

8.2.6.Third Party Claims.   With respect to any Third Party Claim, the Indemnifying Party shall have the right, at its expense, to participate in or assume control of the negotiation, settlement or defense of the Third Party Claim and, in such event, the Indemnifying Party shall reimburse the Indemnitee for all the Indemnitee’s out-of-pocket expenses as a result of such participation or assumption. If the Indemnifying Party elects to assume such control, the Indemnitee shall have the right to participate in the negotiation, settlement and defense of such Third Party Claim and to retain counsel or other professional advisors to act on its behalf, provided that the fees and disbursements of such counsel or other professional advisors shall be paid by the Indemnitee unless the Indemnifying Party to any action or proceeding include both the Indemnifying Party and the Indemnitee and the representation of both the Indemnifying

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Party and the Indemnitee by the same counsel or other professional advisors would be inappropriate due to the actual or potential differing interests between them (such as the availability of different defenses). If the Indemnifying Party, having elected to assume such control, thereafter fails to defend the Third Party Claim within a reasonable time, the Indemnitee shall be entitled to assume such control, and the Indemnifying Party shall be bound by the results obtained by the Indemnitee with respect to such Third Party Claim. If any Third Party Claim is of a nature such that the Indemnitee is required by applicable law to make a payment to any Person (a “Third Party”) with respect to the Third Party Claim before the completion of settlement negotiations or related legal proceedings, the Indemnitee may make such payment and the Indemnifying Party shall, forthwith after demand by the Indemnitee, reimburse the Indemnitee for such payment. If the amount of any liability of the Indemnitee under the Third Party Claim in respect of which such payment was made, as finally determined, is less than the amount that was paid by the Indemnifying Party to the Indemnitee, the Indemnitee shall, forthwith after receipt of the difference from the Third Party, pay the amount of such difference to the Indemnifying Party.

8.2.7.Settlement of Third Party Claims.   If the Indemnifying Party fails to assume control of the defense of any Third Party Claim, the Indemnitee shall have the exclusive right to contest, settle or pay the amount claimed. Whether or not the Indemnifying Party assumes control of the negotiation, settlement or defense of any Third Party Claim, the Indemnifying Party shall not settle any Third Party Claim without the written consent of the Indemnitee, which consent shall not be unreasonably withheld or delayed; provided, however, that the liability of the

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Indemnifying Party shall be limited to the proposed settlement amount if any such consent is not obtained for any reason.

8.2.8.Co-operation.   The Indemnitee and the Indemnifying Party shall co-operate fully with each other with respect to Third Party Claims, and shall keep each other fully advised with respect thereto (including supplying copies of all relevant documentation promptly as it becomes available).

8.2.9.Exclusivity.   The provision of this Section 8.2 shall apply to any Claim for breach of any covenant, representation, warranty or other provision of this Agreement or any agreement, certificate or other document delivered pursuant hereto (other than a claim for specific performance or injunctive relief), with the intent that all such Claims shall be subject to the limitations and other provisions contained in this Section 8.2.

8.2.10.Limitation on Indemnifiable Losses.   In no event shall either party hereto be entitled to seek against the other indirect, consequential, or punitive damages in any action relating to the subject matter of this Agreement suffered by the claimant as a result of any misrepresentation or breach of covenants, agreement, representation or warranty made or to be performed by either party hereto pursuant to this Agreement.

8.2.11Limitation of Liability.

(a) Buyers shall not be entitled to obtain any recovery in respect of their Claims for breach by Sellers of their representations and warranties hereunder, except to the extent that in respect of the aggregate of Claims related to the Sellers and/or the Companies, the liability of TCHL under this Section 8.2 would exceed US$100,000, then recovery from Sellers shall be

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limited to amounts in excess of US$50,000 and would in no case exceed US$1,000,000 in the aggregate; and,

(b) Sellers shall not be entitled to obtain any recovery in respect of their Claims for breach by Buyers of their representations and warranties hereunder, except to the extent that in respect of the aggregate of Claims related to the Buyers and/or the Companies, the liability of Sellers under this Section 8.2 would exceed US$100,000, then recovery from Buyers shall be limited to amounts in excess of US$50,000 and would in no case exceed US$1,000,000 in the aggregate.

8.2.12Right of Offset.   If Sellers should be obligated to indemnify Buyers for damages suffered from the circumstance that any of the representations and warranties related to tax matters made by Sellers under Section 3.15 hereof may have been found incorrect, inexact or false, then Buyers shall have the right to be indemnified by offsetting the amount of the damages, not to exceed US$150,000, from accounts payable under the Supply Agreement executed between Thermadyne Industries, Inc. and certain of its Affiliates parties to such agreements, and the Companies, excluded Stoody Company.

ARTICLE IX

LATIN AMERICAN OPERATIONS

SECTION 9.1Promptly after the transactions contemplated in this Agreement are closed and completed and for a 6-month period thereafter, the parties hereto will work together and shall exert commercially reasonable efforts to explore the possibility of having SOLDADURAS or any Affiliate of SOLDADURAS sell and market Thermadyne’s products in the rest of Latin America, to the extent that any existing supply, distribution or other commercial arrangement entered into by Thermadyne Industries, Inc. or any

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Affiliate thereof with third parties in any such countries does not prohibit such an arrangement or otherwise give rise to any conflict or dispute whatsoever.

ARTICLE X

MISCELLANEOUS

SECTION 10.1Notices.   All notices, requests, or instructions hereunder shall be in writing and delivered personally or sent by telefax or registered or certified mail, postage prepaid, as follows:

1.	If to Sellers:
	Thermadyne Holdings Corporation
	c/o Mr. Paul Melnuk
	16052 Swingley Ridge Road, Suite 300
	Chesterfield, Missouri 63017
	Telephone:  (636) 728 3056
	Telefax:  (636) 728 3010
	With copy to:
	Thermadyne Holding Corporation
	c/o Ms. Patricia S. Williams
	16052 Swingley Ridge Road, Suite 300
	Chesterfield, Missouri 63017
	Telephone:  (636) 728 3133
	Telefax:  (636) 728 3010
2.	If to the Buyers:
	Soldaduras PCR Soltec Limitada
	c/o Mr. Horacio Peña Novoa
	Mr. Andrés Veras Greene
	El Bosque Norte, 040, 15th Floor
	Las Condes, Santiago

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Telephone: (56-2) 496 7200

Telefax: (56-2) 203 5516

With copy to:

Penta Capital de Riesgo S.A.

c/o Mr. Horacio Peña Novoa

Mr. Andrés Varas Greene

El Bosque Norte 040, Office 605

Las Condes, Santiago

Telephone: (56-2) 496 7200

Telefax: (56-2) 203 5516

Either of the above addresses may be changed at any time by notice given as provided above, provided, however, that any such notice or change of address shall be effective only upon receipt.

SECTION 10.2Entire Agreement; Amendment.   This Agreement and the documents referred to herein contain the entire agreement between the parties hereto with respect to the transactions contemplated hereby, and no amendment or modification hereof shall be effective unless in writing and signed by the party against which it is sought to be enforced.

SECTION 10.3Further Assurances.   Each of the parties hereto shall take such further actions as may be reasonably requested by the other party hereto to carry out and consummate the transactions contemplated by this Agreement.

SECTION 10.4Expenses.   Each of the parties hereto shall bear such party’s own expenses, including travel and legal expenses, in connection with this Agreement and the transactions contemplated hereby.

SECTION 10.5Governing Law; Arbitration.

(a)The Agreement and the Transfer Documents shall be governed

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by, construed and interpreted under Chilean law.

(b)Any difficulty or controversy arising among the parties with respect to the application, interpretation, duration, validity or execution hereof or for any other reason arising out of this transaction shall be submitted to arbitration pursuant to the current Rules of Arbitration Procedure of the Arbitration and Mediation Center of the Chamber of Commerce of Santiago A.G.

(c)The parties confer an irrevocable special power of attorney upon the Santiago Chamber of Commerce so that it may, at the written request of any of the parties hereof, appoint an arbitrator ex aequo et bono from among the members of the arbitration corps of the Santiago Arbitration and Mediation Center.

(d)There shall be no remedy against the arbitrator’s resolutions, which is hereby expressly waived. The arbitrator is especially empowered to resolve any matter relating to his/her competence and/or jurisdiction.

SECTION 10.6Public Announcements.

(a)The parties hereto agree not to release, prior to the Closing Date, any information concerning the proposed purchase to any third party without the prior written consent of the other party. Either party may, however, furnish any information about the proposed purchase and acquisition to its attorneys, agents, and Affiliates and Subsidiaries, without informing the other party or seeking the other parties’ prior consent and to any Governmental Authority so long as the other party is informed in advance.

(b)Buyers and Sellers will consult with each other and will mutually agree (the agreement of each party not be unreasonably withheld) upon the content and timing of any press release or other public statements with respect to the transactions

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contemplated in this Agreement and shall not issue any such press release or make any such public statement prior to such consultation and agreement, except as may be required by law or by obligations pursuant to any listing agreement with any securities exchange.

SECTION 10.7Beneficiaries; Assignment.   This Agreement shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and permitted assigns, but neither this Agreement nor any of the rights or obligations hereunder shall be assigned by either of the parties hereto without the prior written consent of the other.

SECTION 10.8Liability Joint and Several.   The obligations under this Agreement of each of Sellers and each of Buyers, respectively, shall be joint and several.

SECTION 10.9Counterparts.   This Agreement may be executed in counterparts, each of which shall be deemed an original, but both of which taken together shall constitute one and the same instrument.

IN WITNESS WHEREOF, this Agreement has been duly executed by all of the parties hereto on the date first above written.

SOLDADURAS PCR SOLTEC LIMITADA S.A.				PENTA CAPITAL DE RIESGO
By:	/s/ Andrés Varas			By:	/s/ Horacio Peña
Name:		Andrés Varas		Name:		Horacio Peña
Title:			Business Manager, Penta Capital de Riesgo S.A.	Title:			Executive Director, Penta Capital de Riesgo S.A.
By:	/s/ Francisco Soublette			By:	/s/ Hugo Bravo
Name:		Francisco Soublette		Name:		Hugo Bravo
Title:			Operations Manager, Penta Capital de Riesgo S.A.	Title:			General Manager, Penta Capital de Riesgo S.A.

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THERMADYNE CHILE HOLDINGS, LTD.			THERMADYNE SOUTH AMERICA HOLDINGS, LTD.
By:	/s/  Cristián Eyzaguirre S.		By:	/s/  Cristián Eyzaguirre S.
Name:		Cristián Eyzaguirre S.	Name:		Cristián Eyzaguirre S.
Title:		Attorney-in-fact	Title:		Attorney-in-fact

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ANNEX A

SOLTEC CONSOLIDATED FINANCIAL STATEMENTS – 31^st DECEMBER 2004

As per the calculations set forth in the Purchase Agreement, Cash, Debt and Net Working Capital for the period ended December 31^st, 2004 are as follows:

Cash: Cash and Banks of Ch$ 294,512,000.

Debt: Bank Loans payable (current and long term) plus Debt with related parties (current and long term) plus financial leases of Ch$ 179,541,000.

Net Working Capital:  (Current Assets minus Cash and Banks) minus (Current Liabilities minus financial debt, leases and debt with related companies) of Ch$ 2,044,239,000.

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