EXHIBIT 8
AMENDMENT NO. 1 TO VOTING AGREEMENT
AMENDMENT NO. 1 TO VOTING AGREEMENT (this "Amendment"), dated
February 20, 1998, by and between Mercury Acquisition Corporation, a Delaware
corporation ("MergerSub"), Thermadyne Holdings Corporation, a Delaware
corporation (the "Company"), and the undersigned holders (each, a
"Stockholder") of shares of Company Common Stock
WHEREAS, MergerSub, the Company and the Stockholders are
parties to a Voting Agreement dated as of January 20, 1998 (the "Voting
Agreement"); and
WHEREAS, the parties desire to amend a certain schedule of the
Voting Agreement:
NOW, THEREFORE, in consideration of the premises and the mutual
agreements set forth herein and in the Voting Agreement, the parties hereto
agree as follows:
1. Schedule A of the Voting agreement is hereby amended to
read in its entirety as follows:
SCHEDULE A
----------
Shares of Company
Stockholder Common Stock
------------------------------- --------------------
Magten Asset Management Corp. 107,047
General Motors Employees 1,701,125
Domestic Group Pension Trust
City of Los Angeles Fire and 519,000
Police Pension Systems
Xxxxxx Retirement Plans Trust 640,000
Navy Exchange Service Command 300,000
Retirement Trust
Western Union Telegraph
Company Pension Plan 250,601
-----------
3,517,773
2. Except as specifically amended by this Amendment, the
Voting Agreement shall remain in full force and effect.
IN WITNESS WHEREOF, the parties hereto have executed this
Amendment No. 1 to the Voting agreement as of this 20th day of February, 1998.
MERCURY ACQUISITION
CORPORATION
By /s/ Xxxxxxx X. Xxxxxx
-----------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Vice President and Secretary
THERMADYNE HOLDINGS
CORPORATION
By /s/ Xxxxx X. Xxxx
-----------------------------------
Name: Xxxxx X. Xxxx
Title: Senior Vice President and
Chief Financial Officer
GENERAL MOTORS EMPLOYEES
DOMESTIC GROUP PENSION TRUST
By: Mellon Bank, N.A., solely in its
capacity as Trustee for General Motors
Employees Domestic Group Pension Trust as
directed by Magten Asset Management Corp.,
and not in its individual capacity
By /s/ Xxxxxxxxxx Xxxx
-----------------------------------
Name: Xxxxxxxxxx Xxxx
Title: Authorized Signatory
MAGTEN ASSET MANAGEMENT
CORP.
By /s/ Xxxxxx X. Xxxxx
-----------------------------------
Name: Xxxxxx X. Xxxxx
Title: Chairman
CITY OF LOS ANGELES FIRE
AND POLICE PENSION
SYSTEMS
XXXXXX RETIREMENT PLANS TRUST
NAVY EXCHANGE SERVICE
COMMAND RETIREMENT
TRUST
WESTERN UNION TELEGRAPH
COMPANY PENSION PLAN
By Magten Asset Management Corp., as
Attorney-in-Fact
By /s/ Xxxxxx X. Xxxxx
-----------------------------------
Name: Xxxxxx X. Xxxxx
Title: Chairman
