AMENDMENT REGARDING IRC § 409A TO EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • April 5th, 2011 • Thermadyne Australia Pty Ltd. • Machine tools, metal cutting types
The Executive Employment Agreement (“Agreement”) entered into on August 7, 2006, by and among Thermadyne Holdings Corporation (“Holdings”), a Delaware corporation, and any and all the wholly owned subsidiaries of Holdings (collectively, “Employers”), and Steven A. Schumm (“Employee”), is hereby amended as follows, effective as of the date of the Agreement, such that, consistent with the intent of the parties, the Agreement will comply with relevant provisions of Section 409A of the Internal Revenue Code of 1986, as amended:
THIRD AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • April 5th, 2011 • Thermadyne Australia Pty Ltd. • Machine tools, metal cutting types • Missouri
THIS THIRD AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT (this “AGREEMENT”) is made and entered into as of August 17, 2009 (the “EFFECTIVE DATE”) by and among Thermadyne Holdings Corporation, a Delaware corporation (“HOLDINGS”), the subsidiaries of Holdings (together with Holdings, “EMPLOYER”), and Terry Downes (“EMPLOYEE”).
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • April 5th, 2011 • Thermadyne Australia Pty Ltd. • Machine tools, metal cutting types • Missouri
THIS EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of July 14, 2009 by and among Thermadyne Holdings Corporation, a Delaware corporation (“Holdings”), and Nick Varsam (“Employee”).
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • April 5th, 2011 • Thermadyne Australia Pty Ltd. • Machine tools, metal cutting types • Missouri
THIS EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of July 12, 2007 by and among Thermadyne Holdings Corporation, a Delaware corporation (“Holdings”), and Terry A. Moody (“Employee”).
AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • April 5th, 2011 • Thermadyne Australia Pty Ltd. • Machine tools, metal cutting types • Missouri
THIS AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT (this “AGREEMENT”) is made and entered into as of August 17, 2009 (the “EFFECTIVE DATE”) by and among Thermadyne Holdings Corporation, a Delaware corporation (“HOLDINGS”), the subsidiaries of Holdings (together with Holdings, “EMPLOYER”), and Martin Quinn (“EMPLOYEE”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • April 5th, 2011 • Thermadyne Australia Pty Ltd. • Machine tools, metal cutting types • Missouri
This INDEMNIFICATION AGREEMENT (the “Agreement”), is effective as of , 2007, between Thermadyne Holdings Corporation, a Delaware corporation (the “Company”), and (“Indemnitee”).
Amendment to Amended and Restated Executive Employment AgreementEmployment Agreement • April 5th, 2011 • Thermadyne Australia Pty Ltd. • Machine tools, metal cutting types
The Amended and Restated Executive Employment Agreement (the “AGREEMENT”) entered into as of August 17, 2009 by and among Thermadyne Holdings Corporation (“HOLDINGS”), a Delaware corporation, and the subsidiaries of Holdings (together with Holdings, “EMPLOYER”), and Martin Quinn (“EMPLOYEE”), is hereby amended as follows, effective as of the date hereof.
THERMADYNE HOLDINGS CORPORATION AND EACH OF THE GUARANTORS PARTY HERETO 9% SENIOR SECURED NOTES DUE 2017 INDENTURE Dated as of December 3, 2010Supplemental Indenture • April 5th, 2011 • Thermadyne Australia Pty Ltd. • Machine tools, metal cutting types • New York
INDENTURE dated as of December 3, 2010 among THERMADYNE HOLDINGS CORPORATION, a Delaware corporation (the “Company”), the Guarantors (as defined herein) listed on the signature pages hereto, and U.S. Bank National Association, as trustee and as collateral trustee.
THERMADYNE HOLDINGS CORPORATION 9% Senior Secured Notes due 2017 REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 5th, 2011 • Thermadyne Australia Pty Ltd. • Machine tools, metal cutting types • New York
Thermadyne Holdings Corporation, a Delaware corporation (the “Company”), is issuing and selling to Jefferies & Company, Inc. and RBC Capital Markets, LLC (the “Initial Purchasers”), upon the terms set forth in the Purchase Agreement (as supplemented by the Joinder Agreement, dated December 3, 2010, signed by the Company and the Guarantors) dated November 17, 2010, by and among Razor Merger Sub Inc., to be mergerd with and into the Company, and the Initial Purchasers (the “Purchase Agreement”), $260,000,000 in aggregate principal amount of 9% Senior Secured Notes due 2017 issued by the Company (the “Notes”) pursuant to the Indenture (as described below). As an inducement to the Initial Purchasers to enter into the Purchase Agreement, the Company and the Guarantors listed in the signature pages hereto agree with the Initial Purchasers, for the benefit of the Holders (as defined below) of the Notes (including, without limitation, the Initial Purchasers), as follows:
LEASE AGREEMENTLease Agreement • April 5th, 2011 • Thermadyne Australia Pty Ltd. • Machine tools, metal cutting types • Kentucky
THIS LEASE AGREEMENT, made at Bowling Green, Warren County, Kentucky, by and among Bowling Green-Warren County Industrial Park Authority, Inc., a Kentucky corporation, 812 State Street, Bowling Green, Kentucky 42101, hereinafter referred to as “Lessor”, Stoody Deloro Satellite, Inc., a Delaware corporation, hereinafter referred to as “Lessee”, and Thermadyne Industries, Inc., a Delaware corporation, and Thermadyne Holdings Corporation, a Delaware corporation, both hereinafter collectively referred to as “Guarantor”, as of this 10th day of October, 1990.
AMENDED AND RESTATED INDUSTRIAL REAL PROPERTY LEASELease • April 5th, 2011 • Thermadyne Australia Pty Ltd. • Machine tools, metal cutting types • New Hampshire
THIS AMENDED AND RESTATED LEASE (this “Lease”), made as of August 11, 1988 between NATIONAL WAREHOUSE INVESTMENT COMPANY, a California limited partnership, (“Landlord”), whose address is Four Embarcadero Center, Suite 3150, San Francisco, California 94111 and THERMAL DYNAMICS CORPORATION, a Delaware corporation (“Tenant”), whose address is 101 South Hanley, St. Louis, Missouri 63105,
LEASE MODIFICATION AND EXTENSION AGREEMENTLease Modification and Extension Agreement • April 5th, 2011 • Thermadyne Australia Pty Ltd. • Machine tools, metal cutting types
THIS LEASE MODIFICATION AND EXTENSION AGREEMENT (the “Lease Extension”) is made effective October 1, 2009, by and among the BOWLING GREEN AREA ECONOMIC DEVELOPMENT AUTHORITY, INC., Successor by Merger to BOWLING GREEN-WARREN COUNTY INDUSTRIAL PARK AUTHORITY, INC., a Kentucky non-profit corporation, 710 College Street, Bowling Green, KY 42102 (the “Lessor”), STOODY COMPANY, a Delaware corporation, f/k/a Stoody Deloro Stellite, Inc. (the “Lessee”) and THERMADYNE INDUSTRIES, INC., a Delaware corporation, and THERMADYNE HOLDINGS CORPORATION, a Delaware corporation (collectively the “Guarantor”).
THIRD AMENDMENT TO LEASE AGREEMENTLease Agreement • April 5th, 2011 • Thermadyne Australia Pty Ltd. • Machine tools, metal cutting types
THIS THIRD AMENDMENT TO LEASE AGREEMENT, (the “Third Amendment”) made and entered on this 20th day of October, 2001, by and between BOWLING GREEN AREA ECONOMIC DEVELOPMENT AUTHORITY, INC., a Kentucky corporation, previously known as the Bowling Green-Warren County Industrial Park Authority, Inc., (the “Lessor”), and STOODY COMPANY, INC., a Delaware corporation, (the “Lessee”); and THERMADYNE INDUSTRIES, INC., a Delaware corporation, and THERMADYNE HOLDINGS CORPORATION, a Delaware corporation, (collectively, herein, the “Guarantor”);
LEASE AGREEMENTLease Agreement • April 5th, 2011 • Thermadyne Australia Pty Ltd. • Machine tools, metal cutting types
Party A will lease the buildings it owns to Party B, and Party B needs to rent the same and is willing to pay relevant expenses thereof. In order to specify the rights and obligations for each of Lessor and Lessee, the Parties have reached the following agreement (the “Agreement”) upon consultation and in accordance with the “Contract Law of the People’s Republic of China”:
AMENDING AGREEMENTAmending Agreement • April 5th, 2011 • Thermadyne Australia Pty Ltd. • Machine tools, metal cutting types • Ontario
MICHAEL FERRARO [or his nominee] (‘Landlord’) COMWELD GROUP PTY LTD ACN 007 226 815 (‘Tenant’) AGREEMENT FOR LEASE PART 73 GOWER STREET, PRESTON MINTER ELLISON Lawyers Rialto Towers, 525 Collins Street MELBOURNE VIC 3000 DX 204 Melbourne Telephone...Lease • April 5th, 2011 • Thermadyne Australia Pty Ltd. • Machine tools, metal cutting types • Victoria
LEASE AMENDING AGREEMENTLease Amending Agreement • April 5th, 2011 • Thermadyne Australia Pty Ltd. • Machine tools, metal cutting types • Ontario
EXHIBIT N INDUSTRIAL REAL PROPERTY LEASEDefault and Remedies • April 5th, 2011 • Thermadyne Australia Pty Ltd. • Machine tools, metal cutting types • Texas
THIS LEASE, made as of June 6, 1988 between NATIONAL WAREHOUSE INVESTMENT COMPANY, a California limited partnership, (“Landlord”), whose address is Four Embarcadero Center, Suite 3150, San Francisco, California 94111 and VICTOR EQUIPMENT COMPANY, a Delaware corporation (“Tenant”), whose address is 101 South Hanley, St. Louis, Missouri 63105,
FOURTH AMENDED AND RESTATED CREDIT AGREEMENT Dated as of December 3, 2010 by and among RAZOR MERGER SUB INC., THERMADYNE HOLDINGS CORPORATION, THERMADYNE INDUSTRIES, INC., VICTOR EQUIPMENT COMPANY, THERMADYNE INTERNATIONAL CORP., THERMAL DYNAMICS...Credit Agreement • April 5th, 2011 • Thermadyne Australia Pty Ltd. • Machine tools, metal cutting types • New York
This FOURTH AMENDED AND RESTATED CREDIT AGREEMENT (including all exhibits and schedules hereto, as the same may be amended, modified and/or restated from time to time, this “Agreement”) is entered into as of December 3, 2010, by and among Razor Merger Sub Inc., a Delaware corporation (“Razor”), Thermadyne Holdings Corporation, a Delaware corporation (“Thermadyne Holdings”), Thermadyne Industries, Inc., a Delaware corporation (“Thermadyne Industries”), Victor Equipment Company, a Delaware corporation (“Victor”), Thermadyne International Corp., a Delaware corporation (“International”), Thermadyne Dynamics Corporation, a Delaware corporation (“Dynamics”) and Stoody Company, a Delaware corporation (“Stoody”) (Razor, Thermadyne Holdings, Thermadyne Industries, Victor, International, Dynamics and Stoody are sometimes referred to herein collectively as the “Borrowers” and individually as a “Borrower”), Thermadyne Holdings, as Borrower Representative, the other Persons party hereto that are de
INDUSTRIAL.THERMADYNE.CONTRATOARRENDAMIENTO.MP.30.10.08 LEASE AGREEMENT Banco J.P. Morgan, S.A., Institución de Banca Multiple, J.P. Morgan Grupo Financiero, Division Fiduciaria, as trustee under the Business Administration Trust Agreement identified...Lease Agreement • April 5th, 2011 • Thermadyne Australia Pty Ltd. • Machine tools, metal cutting types
In consideration of the above recitals, the Parties hereto enter into this Lease Agreement, wherefore they mutually agree as follows:
FIRST AMENDMENT TO AMENDED AND RESTATED INDUSTRIAL REAL PROPERTY LEASEIndustrial Real Property Lease • April 5th, 2011 • Thermadyne Australia Pty Ltd. • Machine tools, metal cutting types
THIS AMENDMENT, made as of January 20, 1989, between NATIONAL WAREHOUSE INVESTMENT COMPANY, a California limited partnership (“Landlord”), whose address is Four Embarcadero Center, Suite 3370, San Francisco, California 94111, and THERMAL DYNAMICS CORPORATION, a Delaware corporation (“Tenant”), whose address is 101 South Hanley, St. Louis, Missouri 63105,
SECOND AMENDMENT TO LEASE AGREEMENTLease Agreement • April 5th, 2011 • Thermadyne Australia Pty Ltd. • Machine tools, metal cutting types
This Second Amendment to the Lease Agreement is made and entered into by and between the Bowling Green-Warren County Industrial Park Authority, Inc., a Kentucky corporation, (“Lessor”); and Stoody Deloro Stellite, Inc., a Delaware corporation, (“Lessee”); and Thermadyne Industries, Inc., a Delaware corporation, and Thermadyne Holdings Corporation, a Delaware corporation, (collectively referred to as “Guarantor”);
FIRST AMENDMENT TO LEASELease • April 5th, 2011 • Thermadyne Australia Pty Ltd. • Machine tools, metal cutting types
INDUSTRIAL REAL PROPERTY LEASEThermadyne Australia Pty Ltd. • April 5th, 2011 • Machine tools, metal cutting types • Ontario
THIS LEASE, made as of August 11, 1988 between HOLMAN/SHIDLER INVESTMENT CORPORATION, a Hawaii corporation, Trustee (“Landlord”), whose address is Four Embarcadero Center, Suite 3150, San Francisco, California 94111 and PALCO WELDING PRODUCTS OF CANADA, LTD., a Canadian corporation (“Tenant”), whose address is 101 South Hanley, St. Louis, Missouri 63105,
INDEMNIFICATION AGREEMENTIndemnification Agreement • June 20th, 2011 • Thermadyne Australia Pty Ltd. • Machine tools, metal cutting types • Missouri
This INDEMNIFICATION AGREEMENT (the “Agreement”), is effective as of _________________, 2011, between Thermadyne Technologies Holdings, Inc., a Delaware corporation (the “Company”), and _____________________ (“Indemnitee”).
AMENDING AGREEMENTAmending Agreement • April 5th, 2011 • Thermadyne Australia Pty Ltd. • Machine tools, metal cutting types • Ontario
CONSULTING AGREEMENTConsulting Agreement • May 25th, 2011 • Thermadyne Australia Pty Ltd. • Machine tools, metal cutting types • Delaware
This CONSULTING AGREEMENT (this “Agreement”) is entered into as of December 3, 2010, by and among Razor Merger Sub Inc., a Delaware corporation (the “Company”), Michael McLain (“McLain”), James Floyd (“Floyd”), Rahul Kapur (“Kapur”), Gary Warren (“Warren”) and John Magliana (“Magliana”, together with McLain, Floyd, Kapur and Warren, the “Consultants”).
Victor Equipment de México, S.A. de C.V. Av. Jesus Siqueiros No. 652. Col Alvaro Obregon. Hermosillo, Sonora. Dear sirs, We make reference to the lease agreement executed on October 13, 2008, between Victor Equipment de México, S.A. de C.V....Thermadyne Australia Pty Ltd. • April 5th, 2011 • Machine tools, metal cutting types
SEPARATION AGREEMENT AND GENERAL RELEASESeparation Agreement and General Release • May 25th, 2011 • Thermadyne Australia Pty Ltd. • Machine tools, metal cutting types • Missouri
This Separation Agreement and General Release is made and entered into as of the 10th day of May, 2011 by and between Terry Downes (hereinafter “Executive”), and Thermadyne Holdings Corporation (“Holdings”), Thermadyne Technologies Holdings Inc. (“Technologies”) and each of its subsidiaries, divisions, and affiliates (together with Holdings and Technologies all collectively referred to as “Employers” or “Releasees”). This Separation Agreement and General Release (“Agreement”) is entered into pursuant to the terms of the Third Amended and Restated Executive Employment Agreement entered into as of August 17, 2009, as amended as of December 3, 2010, by the Amendment to Third Amended and Restated Executive Employment Agreement (as amended, the “Employment Agreement”).
Amendment to Executive Employment AgreementExecutive Employment Agreement • April 5th, 2011 • Thermadyne Australia Pty Ltd. • Machine tools, metal cutting types
The Executive Employment Agreement (the “AGREEMENT”) entered into as of July 12, 2007 by and among Thermadyne Holdings Corporation (“HOLDINGS”), a Delaware corporation and Terry A. Moody (“EMPLOYEE”), as amended as of December 31, 2008, is hereby further amended as follows, effective as of the date hereof.
MANAGEMENT SERVICES AGREEMENTManagement Services Agreement • May 25th, 2011 • Thermadyne Australia Pty Ltd. • Machine tools, metal cutting types • New York
This MANAGEMENT SERVICES AGREEMENT (this “Agreement”) is made as of December 3, 2010, by and between Irving Place Capital Management, L.P., a Delaware limited partnership (“IPC‘) and Thermadyne Holdings Corporation, a Delaware corporation (the “Company”). Certain capitalized terms used herein are defined in Section 11 below.
STOCKHOLDERS’ AGREEMENT DATED AS OF DECEMBER 3, 2010 AMONG THERMADYNE TECHNOLOGIES HOLDINGS, INC. (FORMERLY KNOWN AS RAZOR HOLDCO INC.) AND THE HOLDERS THAT ARE PARTIES HERETOStockholders’ Agreement • April 5th, 2011 • Thermadyne Australia Pty Ltd. • Machine tools, metal cutting types • Delaware
This STOCKHOLDERS’ AGREEMENT, is dated as of December 3, 2010 (this “Agreement”) among THERMADYNE TECHNOLOGIES HOLDINGS, INC. (formerly known as RAZOR HOLDCO INC.), a Delaware corporation (the “Company”), and the Holders that are parties hereto.
APPENDIX C LEASE AGREEMENTLease Agreement • April 5th, 2011 • Thermadyne Australia Pty Ltd. • Machine tools, metal cutting types
Party A will lease the buildings it owns to Party B. and Party B needs to rent the same and is willing to pay relevant expenses thereof. In order to specify the rights and obligations for each of Lessor and Lessee, the Parties have reached the following agreement (the “Agreement”) upon consultation and in accordance with the “Contract Law of the People’s Republic of China”:
INTERCREDITOR AGREEMENT Among GENERAL ELECTRIC CAPITAL CORPORATION, together with any successor in such capacity, as ABL Agent and U.S. BANK NATIONAL ASSOCIATION, together with any successor in such capacity, as Collateral Trustee Dated as of December...Intercreditor Agreement • April 5th, 2011 • Thermadyne Australia Pty Ltd. • Machine tools, metal cutting types • New York
This Intercreditor Agreement (as amended, restated, renewed, extended, supplemented or otherwise modified from time to time, this “Agreement”) is dated as of December 3, 2010, and entered into by and among GENERAL ELECTRIC CAPITAL CORPORATION, in its capacity as agent under the ABL Credit Agreement (including its successors and assigns from time to time in such capacity, the “Initial ABL Agent”), and U.S. BANK NATIONAL ASSOCIATION, in its capacity as collateral trustee under the Collateral Trust Agreement (including its successors and assigns from time to time in such capacity, the “Collateral Trustee”). Capitalized terms used in this Agreement have the meanings assigned to them in Section 1.
SECOND AMENDMENT TO AMENDED AND RESTATED INDUSTRIAL REAL PROPERTY LEASEIndustrial Real Property Lease • April 5th, 2011 • Thermadyne Australia Pty Ltd. • Machine tools, metal cutting types
THIS SECOND AMENDMENT TO AMENDED AND RESTATED INDUSTRIAL REAL PROPERTY LEASE (the “Second Amendment”) made as of August 1, 2007, by and between BENNING STREET, LLC, a Delaware limited liability company (“Landlord”), whose address is care of First American Realty, Inc., 100 Central Street, P.O. Box 646, Worcester, Massachusetts 01613-0646, successor in interest to NATIONAL WAREHOUSE INVESTMENT COMPANY (the “Original Landlord”), and THERMAL DYNAMICS CORPORATION, a Delaware corporation (“Tenant”), whose address is 16052 Swingley Ridge Road, St. Louis, Missouri 63017
