THERMADYNE HOLDINGS CORP /DE, 8-K, 1997-05-12

THERMADYNE HOLDINGS CORP /DE
8-K, 1997-05-12
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<PAGE> 1

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 - April 24, 1997
(Date of Earliest Event Reported)

THERMADYNE HOLDINGS CORPORATION

(Exact name of registrant as specified in its charter)

Commission File No. 0-23378

Delaware 74-2482571
- ------------------------ --------------------
(State of Incorporation) (I.R.S. Employer
Identification No.)

101 S. Hanley, St. Louis, MO 63105
- ------------------------------ --------------------
(Address of principal (Zip Code)
executive offices)

Registrant's telephone number, including area code: (314) 721-5573

<PAGE> 2

Item 5. Other Events

Adoption of Stockholder Rights Plan

On April 24, 1997, the Board of Directors of Thermadyne
Holdings Corporation (the "Company") declared a distribution of one Common
Stock Purchase Right for each outstanding share of common stock, par value
$0.01 per share (the "Common Stock"), of the Company. The distribution is
payable as of May 5, 1997 to stockholders of record on that date. Each Right
entitles the registered holder to purchase from the Company one share of Common
Stock at a price of $150 (the "Exercise Price"). The description and terms of
the Rights are set forth in a Rights Agreement, as the same may be amended from
time to time (the "Rights Agreement"), between the Company and BankBoston,
N.A., as Rights Agent (the "Rights Agent"), dated as of May 1, 1997.

Initially the Rights will not be exercisable, certificates
will not be sent to stockholders and the Rights will automatically trade with
the Common Stock.

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Directors prior to such time as any person becomes an Acquiring Person) after
the commencement or public announcement of a person's or group's intention to
commence a tender or exchange offer whose consummation would result in the
ownership of 10% or more of the outstanding shares of voting stock of the
Company, even if no purchases actually occur pursuant to such offer (the
earlier of such dates being called the "Distribution Date"), the Rights will be
evidenced, with respect to any of the Common Stock certificates outstanding as
of May 5, 1997, by such Common Stock certificates together with a copy of the
Summary of Rights (as defined in the Rights Agreement) attached hereto.
Notwithstanding the foregoing, the definition of Acquiring Person shall not
include (A) the Company, (B) any subsidiary of the Company, (C) any employee
benefit plan or employee stock plan of the Company or of any subsidiary of the
Company or any trust or other entity organized, appointed, established or
holding Common Stock for or pursuant to the terms of any such plan, (D) any
person whose ownership of 10% or more of the shares of voting stock of the
Company then outstanding results solely from (i) any action or transaction
approved by the Board of Directors before such person acquires such 10%
beneficial ownership or (ii) a reduction in the number of issued and
outstanding shares of

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voting stock of the Company pursuant to a transaction or transactions approved
by the Board of Directors (provided that any such person that does not become
an Acquiring Person by reason of clause (i) or (ii) above shall become an
Acquiring Person upon his acquisition of an additional 10% of the Company's
voting stock unless such acquisition of additional voting stock will not result
in such person becoming an Acquiring Person by reason of such clause (i) or
(ii)) or (E) any person who, as of May 5, 1997, together with all affiliates
and associates of such person, was the Beneficial Owner of 10% or more of the
Voting Stock of the Company outstanding as of such date; provided, however,
that any person described in this clause (E) shall no longer be an exempt
person and shall become an Acquiring Person if such person, together with all
affiliates and associates of such person, from May 5, 1997, acquires beneficial
ownership of an additional 10% or more of the voting stock (unless such
acquisition is pursuant to a transaction described in clause (D)(i) or (D)(ii)
above).

The Rights Agreement provides that, until the Distribution
Date, the Rights will be represented by and transferred with, and only with,
the Common Stock. Until the Distribution Date (or earlier redemption or
expiration of the Rights), new Common Stock certificates issued after

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May 5, 1997 will contain a legend incorporating the Rights Agreement by
reference. Until the Distribution Date (or earlier redemption or expiration of
the Rights), the surrender for transfer of any of the Common Stock certificates
outstanding as of May 5, 1997, with or without a copy of the Summary of Rights,
also will constitute the transfer of the Rights associated with the Common
Stock represented by such certificate. As soon as practicable following the
Distribution Date, separate certificates evidencing the Rights ("Right
Certificates") will be mailed to holders of record of the Common Stock as of
the close of business on the Distribution Date and such separate certificates
alone will evidence the Rights from and after the Distribution Date.

The Rights are not exercisable until the Distribution Date.
The Rights will expire at the close of business on May 5, 2007, unless earlier
redeemed by the Company as described below.

The number of shares of Common Stock issuable upon exercise of
the Rights are subject to certain adjustments from time to time in the event
of, among other things, a stock dividend on, or a subdivision or combination
of, the Common Stock. The Exercise Price is subject to adjustment in the event
of, among other things, extraordinary distributions of cash or other property
to holders of Common Stock.

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Unless the Rights are earlier redeemed, in the event that,
after the time that a Person becomes an Acquiring Person, the Company were to
be acquired in a merger or other business combination (in which any shares of
the Common Stock are changed into or exchanged for other securities or assets)
or more than 50% of the assets or earning power of the Company and its
subsidiaries (taken as a whole) were to be sold or transferred in one or a
series of related transactions, the Rights Agreement provides that proper
provision will be made so that each holder of record of a Right will from and
after such date have the right to receive, upon payment of the Exercise Price,
that number of shares of common stock of the acquiring company having a market
value at the time of such transaction equal to two times the Exercise Price.

In addition, unless the Rights are earlier redeemed, in the
event that a person or group, with certain exceptions, becomes the beneficial
owner of 10% or more of the Company's voting stock, the Rights Agreement
provides that each holder of record of a Right, other than the Acquiring Person
(whose Rights will thereupon become null and void), will thereafter have the
right to receive, upon

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payment of the Exercise Price, that number of shares of the Common Stock having
a market value at the time of the transaction equal to two times the Exercise
Price.

At any time after any person or group becomes an Acquiring
Person and prior to the acquisition by such person or group of 50% or more of
the outstanding voting stock, the Board of Directors of the Company may
exchange the Rights (other than Rights owned by such person or group that will
have become void), in whole or in part, at an exchange ratio of one share of
Common Stock per Right (subject to adjustment).

Fractions of shares of Common Stock that would otherwise be
issued upon exercise or redemption of the Rights may, at the election of the
Company, be evidenced by depositary receipts. The Rights Agreement also
provides that the Company may pay cash in lieu of fractional shares.

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Common Stock. The Rights may be redeemed after the time that any Person has
become an Acquiring Person only if approved by a majority of the Continuing
Directors. Following the effective time of the redemption of the Rights, the
right to exercise the Rights will terminate and the only right of the holders
of Rights will be to receive the Redemption Price.

For as long as the Rights are then redeemable, the Company
may, except with respect to the redemption price or date of expiration of the
Rights, amend the Rights in any manner, including an amendment to extend the
time period in which the Rights may be redeemed. At any time when the Rights
are not then redeemable, the Company may amend the Rights in any manner that
does not materially adversely affect the interests of holders of the Rights as
such. Amendments to the Rights Agreement from and after the time that any
Person becomes an Acquiring Person requires the approval of a majority of the
Continuing Directors.

Until a Right is exercised, the holder, as such, will have no
rights as a stockholder of the Company, including, without limitation, the
right to vote or to receive dividends.

The Rights have certain anti-takeover effects. The Rights
will cause substantial dilution to a person or

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group who attempts to acquire the Company on terms not approved by the
Company's Board of Directors. The Rights should not interfere with any merger
or other business combination approved by the Board since they may be redeemed
by the Company (as described above).

The form of Rights Agreement between the Company and
BankBoston, N.A., as rights agent, specifying the terms of the Rights, which
includes the form of Summary of Rights to Purchase Common Stock and the form of
Right Certificate, is attached hereto as an exhibit and incorporated herein by
reference. The foregoing description of the Rights is qualified by reference
to such exhibit.

Item 7. Financial Statements, Pro Forma Financial
Information and Exhibits.

99.1. Rights Agreement, dated as of May 1, 1997, between
Thermadyne Holdings Corporation and BankBoston, N.A.,
as Rights Agent. The Rights Agreement includes as
Exhibit B the form of Right Certificate.

99.2. Press Release, dated April 24, 1997.

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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.

THERMADYNE HOLDINGS CORPORATION

By: /s/ Stephanie N. Josephson
Name: Stephanie N. Josephson
Title: Vice President, General
Counsel and Corporate
Secretary

May 12, 1997

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EXHIBIT INDEX

Exhibit No. Description Page
- ----------- ----------- ----

99.2. Press Release, dated April 24, 1997.

<PAGE> 1
EXHIBIT 99.1

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

THERMADYNE HOLDINGS CORPORATION

and

BankBoston, N.A.

as Rights Agent

__________

Rights Agreement

Dated as of May 1, 1997

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

<PAGE> 2
Table of Contents

<TABLE>
<CAPTION>
Page
<S> <C> <C>
Section 1. Certain Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2

Section 2. Appointment of Rights Agent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13

Section 3. Issuance of Right Certificates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13

Section 4. Form of Right Certificates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17

Section 5. Countersignature and Registration . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18

Section 6. Transfer, Split Up, Combination and
Exchange of Right Certificates; Mutilated,
Destroyed, Lost or Stolen Right Certifi-
cates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19

Section 7. Exercise of Rights; Exercise Price;
Expiration Date of Rights . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21

Section 8. Cancellation and Destruction of Right
Certificates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26

Section 9. Reservation and Availability of Shares of
Common Stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27

Section 10. Common Stock Record Date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30

Section 11. Adjustment of Exercise Price or Number of
Shares or Rights . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31

Section 12. Certification of Adjusted Exercise Price or Number of Shares . . . . . . . . . . . . . . . . . 46

Section 13. Consolidation, Merger or Sale or Transfer of Assets or Earning Power . . . . . . . . . . . . . 47
</TABLE>
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<TABLE>
<S> <C> <C>
Section 14. Fractional Rights and Fractional Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . 55

Section 15. Rights of Action . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 56

Section 16. Agreement of Right Holders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 57

Section 17. Right Certificate Holder Not Deemed a Stockholder . . . . . . . . . . . . . . . . . . . . . . . 58

Section 18. Concerning the Rights Agent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 59

Section 19. Merger or Consolidation of, or Change in Name of, the Rights Agent . . . . . . . . . . . . . . 60

Section 20. Duties of Rights Agent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 61

Section 21. Change of Rights Agent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 65

Section 22. Issuance of New Right Certificates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 67

Section 23. Redemption . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 68

Section 24. Notice of Proposed Actions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 69

Section 25. Notices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 72

Section 26. Supplements and Amendments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 73

Section 27. Exchange . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 74

Section 28. Successors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 77

Section 29. Benefits of this Rights Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 77

Section 30. Delaware Contract . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 77

Section 31. Counterparts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 78

Section 32. Descriptive Headings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 78
</TABLE>
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<TABLE>
<S> <C>
Section 33. Severability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 78

Exhibit A - Summary of Rights to Purchase Common Stock

Exhibit B - Form of Right Certificate
</TABLE>
<PAGE> 5
RIGHTS AGREEMENT

Agreement, dated as of May 1, 1997, by and between
THERMADYNE HOLDINGS CORPORATION, a Delaware corporation (the "Company"), and
BankBoston, N.A., (the "Rights Agent").

W I T N E S S E T H :

WHEREAS, the Board of Directors of the Company has authorized
and declared a dividend of one right (a "Right") for each share of the common
stock, par value $0.01 per share ("Common Stock"), of the Company outstanding
as of the close of business on May 5, 1997 (the "Record Date"), each such
Right representing the right to purchase one share (subject to adjustment) of
Common Stock upon the terms and subject to the conditions hereinafter set
forth; and

WHEREAS, the Board of Directors of the Company has further
authorized the issuance of one Right (subject to adjustment) with respect to
each share of Common Stock that shall become outstanding (whether originally
issued or delivered from the Company's treasury) between the Record Date and
the earliest of the Distribution Date, the Expiration Date and the Final
Expiration Date (as such terms are hereinafter defined).

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NOW, THEREFORE, in consideration of the premises and the
mutual agreements herein set forth, the parties hereby agree as follows:

Section 1. Certain Definitions. For purposes of this
Agreement, the following terms shall have the meanings indicated:

(a) "Acquiring Person" shall mean any Person (as such term is
hereinafter defined) who or which, together with all Affiliates and
Associates (as such terms are hereinafter defined) of such Person,
shall be the Beneficial Owner (as such term is hereinafter defined) of
10% or more of the shares of Voting Stock (as such term is hereinafter
defined) of the Company then outstanding; provided, however, that an
Acquiring Person shall not include (i) an Exempt Person (as such term
is hereinafter defined), or (ii) any Person who or which, together
with all Affiliates and Associates of such Person, would be an
Acquiring Person solely by reason of (A) being the Beneficial Owner of
shares of Voting Stock of the Company, the Beneficial Ownership of
which was acquired by such Person pursuant to any action or
transaction or series of related actions or transactions approved by
the Board of

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Directors (provided that at the time of such approval of the Board of
Directors there are then in office not less than two Continuing
Directors (as such term is hereinafter defined) and such action or
transaction or series of related actions or transactions are approved
by a majority of the Continuing Directors then in office) before such
Person otherwise became an Acquiring Person or (B) a reduction in the
number of issued and outstanding shares of Voting Stock of the Company
pursuant to a transaction or a series of related transactions approved
by the Board of Directors (provided that at the time of such approval
of the Board of Directors there are then in office not less than two
Continuing Directors and such transaction or series of related
transactions are approved by a majority of the Continuing Directors
then in office); provided, further, however, that in the event that
such Person described in the foregoing clause (ii) does not become an
Acquiring Person by reason of subclause (A) or (B) of said clause
(ii), such Person shall nonetheless become an Acquiring Person in the
event such Person thereafter acquires Beneficial Ownership

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of an additional 10% of the Voting Stock of the Company, unless the
acquisition of such additional Voting Stock would not result in such
Person becoming an Acquiring Person by reason of subclause (A) or (B)
of said clause (ii). Notwithstanding the foregoing, if the Board of
Directors determines in good faith that a Person who would otherwise
be an "Acquiring Person", as defined pursuant to the foregoing
provisions of this paragraph (a), has become such inadvertently
(provided that at the time of such determination there are then in
office not less than two Continuing Directors and such determination
is concurred with by a majority of the Continuing Directors then in
office), and such Person divests as promptly as practicable (as
determined in good faith by the Board of Directors) a sufficient
number of shares of Voting Stock so that such Person would no longer
be an "Acquiring Person", as defined pursuant to the foregoing
provisions of this paragraph (a), then such Person shall not be deemed
to be an "Acquiring Person" for purposes of this Agreement.

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(b) "Affiliate" shall have the meaning ascribed to such term
in Rule 12b-2 of the General Rules and Regulations under the
Securities Exchange Act of 1934, as amended ("Exchange Act"), as in
effect on the date of this Rights Agreement.

(c) "Associate" of a Person (as such term is hereinafter
defined) shall mean (i) with respect to a corporation, any officer or
director thereof or of any Subsidiary (as such term is hereinafter
defined) thereof, or any Beneficial Owner (as such term is hereinafter
defined) of 10% or more of any class of equity security thereof, (ii)
with respect to an association, any officer or director thereof or of
a Subsidiary thereof, (iii) with respect to a partnership, any general
partner thereof or any limited partner thereof who is, directly or
indirectly, the Beneficial Owner of a 10% ownership interest therein,
(iv) with respect to a business trust, any officer or trustee thereof
or of any Subsidiary thereof, (v) with respect to any other trust or
an estate, any trustee, executor or similar fiduciary or any Person
who has a 20% or greater

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interest as a beneficiary in the income from or principal of such
trust or estate, (vi) with respect to a natural person, any relative
or spouse of such person, or any relative of such spouse, who has the
same home as such person, and (vii) any Affiliate of such Person.

(d) A person shall be deemed the "Beneficial Owner" of, or to
"Beneficially Own", any securities:

(i) which such Person or any of such Person's
Affiliates or Associates beneficially owns, directly or
indirectly, for purposes of Section 13(d) of the Exchange Act
and Regulation 13D-G thereunder (or any comparable or
successor law or regulation), in each case as in effect on the
date hereof; or

(ii) which such Person or any of such Person's
Affiliates or Associates has (A) the right to acquire (whether
such right is exercisable immediately or only after the
passage of time or the fulfillment of a condition or both)
pursuant to any agreement, arrangement or understanding, or
upon the exercise of conversion rights, exchange rights, other
rights (other

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than these Rights), warrants or options, or otherwise;
provided, however, that a Person shall not be deemed the
"Beneficial Owner" of, or to "Beneficially Own", securities
tendered pursuant to a tender or exchange offer made by such
Person or any of such Person's Affiliates or Associates until
such tendered securities are accepted for purchase or exchange
or (B) the right to vote, alone or in concert with others,
pursuant to any agreement, arrangement or understanding
(whether or not in writing); provided, however, that a Person
shall not be deemed the "Beneficial Owner" of, or to
"Beneficially Own", any securities if the agreement,
arrangement or understanding to vote such security (1) arises
solely from a revocable proxy or consent given in response to
a proxy or consent solicitation made pursuant to, and in
accordance with, the applicable rules and regulations under
the Exchange Act and (2) is not at the time reportable by such
Person on a Schedule 13D report under the Exchange Act (or any
comparable or successor report), other than by reference to a
proxy

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or consent solicitation being conducted by such Person; or

(iii) which are beneficially owned, directly or
indirectly, by any other Person with which such Person or any
of such Person's Affiliates or Associates has any agreement,
arrangement or understanding (whether or not in writing) for
the purpose of acquiring, holding, voting (except as described
in the proviso to subclause (B) of clause (ii) of this
paragraph (d)) or disposing of any securities of the Company;
provided, however, that for purposes of determining
beneficial ownership of securities under this Rights
Agreement, officers and directors of the Company solely by
reason of their status as such shall not constitute a group
(notwithstanding that they may be Associates of one another or
may be deemed to constitute a group for purposes of the
Exchange Act) and shall not be deemed to own shares owned by
another officer or director of the Company.

Notwithstanding anything in this paragraph (d) to the contrary, a Person
engaged in the business of underwriting

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securities shall not be deemed the "Beneficial Owner" of, or to "Beneficially
Own," any securities acquired in good faith in a firm commitment underwriting
until the expiration of forty days after the date of such acquisition.

(e) "Business Day" shall mean any day other than a Saturday,
Sunday, or a day on which banking institutions in the State of New
York are authorized or obligated by law or executive order to close.

(f) "Close of Business" on any given date shall mean 5:00
P.M., New York City time, on such date; provided, however,
that if such date is not a Business Day, it shall mean 5:00 P.M.,
New York City time, on the next succeeding Business Day.

(g) "Common Stock" when used with reference to the Company
shall mean the Common Stock (presently $0.01 par value) of the
Company. "Common Stock" when used with

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reference to any Person other than the Company which shall be
organized in corporate form shall mean the capital stock or other
equity security with the greatest per share voting power of such
Person. "Common Stock" when used with reference to any Person other
than the Company which shall not be organized in corporate form shall
mean units of beneficial interest which shall represent the right to
participate in profits, losses, deductions and credits of such Person
and which shall be entitled to exercise the greatest voting power per
unit of such Person.

(h) "Continuing Director" shall mean any member of the Board
of Directors, while such person is a member of the Board of Directors,
who is not an Acquiring Person, or an Affiliate or Associate of an
Acquiring Person, and who either (i) was a member of the Board of
Directors prior to the time that any Person became an Acquiring
Person, or (ii) subsequently became a member of the Board of
Directors, and whose nomination for election or election to the Board
of Directors was recommended or approved by a majority of the
Continuing Directors then on the Board of Directors.

(i) "Distribution Date" shall have the meaning set forth in
Section 3(b) hereof.

(j) "Exchange Act" shall have the meaning set forth in
Section 1(b) hereof.

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(k) "Exempt Person" shall mean the (i) Company, (ii) any
Subsidiary of the Company, (iii) any employee benefit plan or employee
stock plan of the Company or of any Subsidiary of the Company, (iv)
any trust or other entity organized, appointed, established or holding
Common Stock for or pursuant to the terms of any such plan or (v) any
Person who, as of May 5, 1997, together with all Affiliates and
Associates of such Person, was the Beneficial Owner of 10% or more of
the Voting Stock of the Company outstanding as of such date; provided,
however, that any Person described in this clause (v) shall no longer
be an Exempt Person and shall become an Acquiring Person if such
Person, together with all Affiliates and Associates of such Person,
from May 5, 1997 acquires Beneficial Ownership of an additional 10%
or more of the Voting Stock, unless such acquisition of an additional
10% or more of the Voting Stock was pursuant to (i) any action or
transaction or series of related actions or transactions approved by
the Board of Directors before such acquisition or (ii) a reduction in
the number of issued and outstanding shares of Voting Stock of

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the Company pursuant to a transaction or a series of related
transactions approved by the Board of Directors of the Company.

(l) "Exercise Price" shall have the meaning set forth in
Sections 4 and 7(b) hereof.

(m) "Expiration Date" shall have the meaning set forth in
Section 7(a) hereof.

(n) "Fair Market Value" of any property shall mean the fair
market value of such property as determined in accordance with Section
11(d) hereof.

(o) "Final Expiration Date" shall have the meaning set forth
in Section 7(a) hereof.

(p) "Person" shall mean any individual, firm, corporation or
other entity.

(q) "Principal Party" shall have the meaning set forth in
Section 13(b) hereof.

(r) "Redemption Price" shall have the meaning set forth in
Section 23(a) hereof.

(s) "Right Certificate" shall have the meaning set forth in
Section 3(d) hereof.

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(t) "Stock Acquisition Date" shall mean the first date of
public announcement by the Company or an Acquiring Person that an
Acquiring Person has become such or such earlier date as a majority of
the Continuing Directors shall become aware of the existence of an
Acquiring Person.

(u) "Subsidiary" of a Person shall mean any corporation or
other entity of which securities or other ownership interests having
voting power sufficient to elect a majority of the board of directors
or other persons performing similar functions are beneficially owned,
directly or indirectly, by such Person or by any corporation or other
entity that is otherwise controlled by such Person.

(v) "Summary of Rights" shall have the meaning set forth in
Section 3(a) hereof.

(w) "Trading Day" shall have the meaning set forth in Section
11(b) hereof.

(x) "Transfer Tax" shall mean any tax or charge, including
any documentary stamp tax, imposed or collected by any governmental or
regulatory authority in respect of any

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transfer of any security, instrument or right, including Rights or
shares of Common Stock.

(y) "Voting Stock" shall mean (i) the Common Stock of the
Company and (ii) any other shares of capital stock of the Company
entitled to vote generally in the election of directors or entitled to
vote together with the Common Stock in respect of any merger,
consolidation, sale of all or substantially all of the Company's
assets, liquidation, dissolution or winding up.

Any determination required to be made by the Board of Directors of the Company
for purposes of applying the definitions contained in this Section 1 shall be
made by the Board of Directors in its good faith judgment, which determination
shall be binding on the Rights Agent and the holders of the Rights.

Section 2. Appointment of Rights Agent. The Company hereby
appoints the Rights Agent to act as agent for the Company and the holders of
the Rights in accordance with the terms and conditions hereof, and the Rights
Agent hereby accepts such appointment. The Company may from time to time
appoint such Co-Rights Agents as it may deem necessary or desirable, upon ten
(10) days' prior written notice to the Rights Agent. The Rights Agent shall
have no duty to supervise, and shall in no event be liable for, the acts or
omissions of any such co-Rights Agent.

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<PAGE> 19
Section 3. Issuance of Right Certificates.

(a) On the Record Date (or as soon as practicable
thereafter), the Company or the Rights Agent shall send a copy of a Summary of
Rights, in substantially the form attached hereto as Exhibit A (the "Summary of
Rights"), by first class mail, postage prepaid, to each record holder of the
Common Stock as of the close of business on the Record Date, at the address of
such holder shown on the records of the Company.

(b) Until the close of business on the day which is the
earlier of (i) the tenth day after the Stock Acquisition Date or (ii) the tenth
business day (or such later date as may be determined by action of the Board of
Directors prior to such time as any Person becomes an Acquiring Person) after
the date of the commencement by any Person (other than a Person falling within
any one or more of clauses (i)-(iv) of the definition of Exempt Person) of, or
the first public announcement of the intent of any Person (other than an Exempt
Person) to commence, a tender or

15
<PAGE> 20
exchange offer upon the successful consummation of which such Person, together
with its Affiliates and Associates, would be the Beneficial Owner of 10% or
more of the then outstanding shares of Voting Stock of the Company
(irrespective of whether any shares are actually purchased pursuant to any such
offer) (the earlier of such dates being herein referred to as the "Distribution
Date"), (x) the Rights shall be evidenced by the certificates for Common Stock
registered in the name of the holders of the Common Stock (together with, in
the case of certificates for Common Stock outstanding as of the Record Date,
the Summary of Rights) and not by separate Right Certificates and the record
holders of such certificates for Common Stock shall be the record holders of
the Rights represented thereby and (y) each Right shall be transferable only
simultaneously and together with the transfer of a share of Common Stock
(subject to adjustment as hereinafter provided). Until the Distribution Date
(or, if earlier, the Expiration Date or Final Expiration Date), the surrender
for transfer of any certificate for Common Stock shall constitute the surrender
for transfer of the Right or Rights associated with the

16
<PAGE> 21
Common Stock evidenced thereby, whether or not accompanied by a copy of the
Summary of Rights.

(c) Rights shall be issued in respect of all shares of Common
Stock that become outstanding after the Record Date but prior to the earlier of
the Distribution Date, the Expiration Date or the Final Expiration Date and, in
certain circumstances provided in Section 22 hereof, may be issued in respect
of shares of Common Stock that become outstanding after the Distribution Date.
Certificates issued for Common Stock (including, without limitation,
certificates issued upon original issuance, disposition from the Company's
treasury or transfer or exchange of Common Stock) after the Record Date but
prior to the earlier of the Distribution Date, the Expiration Date or the Final
Expiration Date (or, in certain circumstances as provided in Section 22 hereof,
after the Distribution Date) shall have impressed on, printed on, written on or
otherwise affixed to them the following legend:

This certificate also evidences and entitles the holder hereof
to the same number of Rights (subject to adjustment) as the
number of shares of Common Stock represented by this
certificate, such Rights being on the terms

17
<PAGE> 22
provided under the Rights Agreement between Thermadyne
Holdings Corporation and BankBoston, N.A., (the "Rights
Agent"), dated as of May 1, 1997, as it may be amended from
time to time (the "Rights Agreement"), the terms of which are
incorporated herein by reference and a copy of which is on
file at the principal executive offices of Thermadyne Holdings
Corporation. Under certain circumstances, as set forth in the
Rights Agreement, such Rights shall be evidenced by separate
certificates and shall no longer be evidenced by this
certificate. Thermadyne Holdings Corporation shall mail to
the registered holder of this certificate a copy of the Rights
Agreement without charge within five days after receipt of a
written request therefor. Under certain circumstances as
provided in the Rights Agreement, Rights issued to or
Beneficially Owned by Acquiring Persons or their Affiliates or
Associates (as such terms are defined in the Rights Agreement)
or any subsequent holder of such Rights shall be null and void
and may not be transferred to any Person.

(d) As soon as practicable after the Distribution Date, the
Company will prepare and execute, the Rights Agent will countersign, and the
Company will send or cause to be sent (and the Rights Agent will, if requested,
send), by first class mail, postage prepaid, to each record holder of the
Common Stock as of the close of business on the Distribution Date, as shown by
the records of the Company, at the address of such holder shown on

18
<PAGE> 23
such records, a certificate in the form provided by Section 4 hereof (a "Right
Certificate"), evidencing one Right (subject to adjustment as provided herein)
for each share of Common Stock so held. As of and after the Distribution Date,
the Rights shall be evidenced solely by Right Certificates and may be
transferred only by the transfer of the Right Certificates as permitted hereby,
separately and apart from any transfer of one or more shares of Common Stock.

Section 4. Form of Right Certificates. The Right
Certificates (and the forms of election to purchase shares, certificate and
assignment to be printed on the reverse thereof), when, as and if issued, shall
be substantially in the form set forth in Exhibit B hereto and may have such
marks of identification or designation and such legends, summaries or
endorsements printed thereon as may be required to comply with any law or with
any rule or regulation made pursuant thereto or with any rule or regulation of
any stock exchange on which the Common Stock or the Rights may from time to
time be listed or as the Company may deem appropriate to conform to usage or
otherwise and as are not inconsistent with the provisions of this Rights

19
<PAGE> 24
Agreement. Subject to the provisions of Section 22 hereof, Right Certificates
evidencing Rights whenever issued, (i) shall be dated as of the date of
issuance of the Rights they represent and (ii) subject to adjustment from time
to time as provided herein, on their face shall entitle the holders thereof to
purchase such number of shares of Common Stock as shall be set forth therein at
the price per share payable upon exercise of a Right provided by Section 7(b)
hereof as the same may from time to time be adjusted as provided herein (the
"Exercise Price").

Section 5. Countersignature and Registration.

(a) Each Right Certificate shall be executed on behalf of the
Company by its Chairman of the Board, Chief Executive Officer or any Vice
President, either manually or by facsimile signature, and have affixed thereto
the Company's seal or a facsimile thereof which shall be attested by the
Secretary or an Assistant Secretary of the Company, either manually or by
facsimile signature. Each Right Certificate shall be countersigned by the
Rights Agent either manually or by facsimile signature and shall not be valid
for any purpose unless so countersigned. In case any officer of the Company
who shall have

20
<PAGE> 25
signed any Right Certificate shall cease to be such officer of the Company
before countersignature by the Rights Agent and issuance and delivery of the
certificate by the Company, such Right Certificate, nevertheless, may be
countersigned by the Rights Agent and issued and delivered with the same force
and effect as though the person who signed such Right Certificates had not
ceased to be such officer of the Company. Any Right Certificate may be signed
on behalf of the Company by any person who, on the date of the execution of
such Right Certificate, shall be a proper officer of the Company to sign such
Right Certificate, although at the date of the execution of this Rights
Agreement any such person was not such an officer.

(b) Following the Distribution Date, the Rights Agent will
keep or cause to be kept, at its principal office or one or more offices
designated as the appropriate place for surrender of Rights Certificates upon
exercise or transfer, and in such other locations as may be required by law,
books for registration and transfer of the Right Certificates issued hereunder.
Such books shall show the names and addresses of the respective holders of the
Right Certificates, the number of Rights evidenced on its

21
<PAGE> 26
face by each of the Right Certificates and the date of each of the Right
Certificates.

Section 6. Transfer, Split Up, Combination and Exchange of
Right Certificates; Mutilated, Destroyed, Lost or Stolen Right Certificates.

(a) Subject to the provisions of Sections 7(e), 7(f) and 14
hereof, at any time after the Close of Business on the Distribution Date, and
at or prior to the Close of Business on the earlier of the Expiration Date or
the Final Expiration Date, any Right Certificate may be (i) transferred or (ii)
split up, combined or exchanged for one or more other Right Certificates,
entitling the registered holder to purchase a like number of shares (or
fraction of a share) of Common Stock as the Right Certificate or Rights
Certificates surrendered then entitled such holder to purchase. Any registered
holder desiring to transfer any Right Certificate shall surrender the Right
Certificate at the principal office of the Rights Agent with the form of
certificate and assignment on the reverse side thereof duly endorsed (or
enclosed with such Right Certificate a written instrument of transfer in form
satisfactory to the Company and

22
<PAGE> 27
the Rights Agent), duly executed by the registered holder thereof or his
attorney duly authorized in writing, and with such signature duly guaranteed.
Any registered holder desiring to split up, combine or exchange any Right
Certificate shall make such request in writing delivered to the Rights Agent,
and shall surrender the Right Certificate to be split up, combined or exchanged
at the principal office of the Rights Agent. Thereupon, the Rights Agent shall
countersign and deliver to the person entitled thereto a Right Certificate or
Right Certificates, as the case may be, as so requested. The Company may
require payment of a sum sufficient to cover any Transfer Tax that may be
imposed in connection with any transfer, split up, combination or exchange of
any Right Certificates.

(b) Subject to the provisions of Sections 7(e), 7(f) and 14
hereof, upon receipt by the Company and the Rights Agent of evidence reasonably
satisfactory to them of the loss, theft, destruction or mutilation of a Right
Certificate, and, in case of loss, theft or destruction, of indemnity or
security reasonably satisfactory to them and, if requested by the Company,
reimbursement to the Company and the Rights Agent of all reasonable

23
<PAGE> 28
expenses incidental thereto, or upon surrender to the Rights Agent and
cancellation of the Right Certificate if mutilated, the Company shall issue and
deliver a new Right Certificate of like tenor to the Rights Agent for delivery
to the registered owner in lieu of the Right Certificate so lost, stolen,
destroyed or mutilated.

Section 7. Exercise of Rights; Exercise Price; Expiration
Date of Rights.

(a) The Rights shall not be exercisable until, and shall
become exercisable on, the Distribution Date (unless otherwise provided herein,
including, without limitation, the restrictions on exercisability set forth in
Sections 7(e), 11(m) and 23(a) hereof). Except as otherwise provided herein,
the Rights may be exercised, in whole or in part, at any time commencing with
the Distribution Date upon surrender of the Right Certificate, with the form of
election to purchase and certificate on the reverse side thereof duly executed
(with signatures duly guaranteed), to the Rights Agent, BankBoston, N.A., c/o
Boston Equiserve, 55 Broadway, New York, New York, together with payment of the
Exercise Price with respect to each

24
<PAGE> 29
Right exercised, subject to adjustment as hereinafter provided, at or prior to
the close of business on the earlier of (i) May 5, 2007 (the "Final Expiration
Date") or (ii) the date on which the Rights are redeemed as provided in Section
23 hereof (the "Expiration Date").

(b) The Exercise Price shall initially be $150 for one
share of Common Stock purchasable pursuant to the exercise of a Right. The
Exercise Price and the number of shares of Common Stock or other securities to
be acquired upon exercise of a Right shall be subject to adjustment from time
to time as provided in Sections 11 and 13 hereof. The Exercise Price shall be
payable in lawful money of the United States of America, in accordance with
paragraph (c) below.

(c) Except as otherwise provided herein, upon receipt of a
Right Certificate representing exercisable Rights with the form of election to
purchase duly executed, accompanied by payment of the aggregate Exercise Price
for the shares to be purchased and an amount equal to any applicable Transfer
Tax required to be paid by the holder of such Right Certificate in accordance
with Section 9 hereof by certified check, cashier's

25
<PAGE> 30
check, bank draft or money order payable to the Company or the Rights Agent,
the Rights Agent shall thereupon promptly (i) requisition from any transfer
agent of the Common Stock of the Company one or more certificates representing
the number of shares of Common Stock to be so purchased, and the Company hereby
authorizes and directs such transfer agent to comply with all such requests,
(ii) as provided in Section 14(b), at the election of the Company, cause
depositary receipts to be issued in lieu of fractional shares of Common Stock,
(iii) if the election provided for in the immediately preceding clause (ii) has
not been made, requisition from the Company the amount of cash to be paid in
lieu of the issuance of fractional shares in accordance with Section 14(b)
hereof, (iv) after receipt of such Common Stock certificates and/or depositary
receipts, cause the same to be delivered to or upon the order of the registered
holder of such Right Certificate, registered in such name or names as may be
designated by such holder, and (v) when appropriate, after receipt, promptly
deliver such cash to or upon the order of the registered holder of such Right
Certificate; provided, however, that in the case of a purchase of securities,
other than Common

26
<PAGE> 31
Stock, pursuant to Section 13 hereof, the Rights Agent shall promptly take the
appropriate actions corresponding in such case to that referred to in the
foregoing clauses (i) through (v) of this Section 7(c). Notwithstanding the
foregoing provisions of this Section 7(c), the Company may suspend the issuance
of shares of Common Stock or other securities upon exercise of a Right for a
reasonable period, not in excess of 90 days, during which the Company seeks to
register under the Securities Act of 1933, as amended, and any applicable
securities law of any other jurisdiction, the shares of Common Stock or such
other securities to be issued pursuant to the Rights; provided, however, that
nothing contained in this Section 7(c) shall relieve the Company of its
obligations under Section 9(c) hereof.

(d) In case the registered holder of any Right Certificate
shall exercise less than all the Rights evidenced thereby, a new Right
Certificate evidencing Rights equivalent to the exercisable Rights remaining
unexercised shall be issued by the Rights Agent to the registered holder of
such Right Certificate or his assign, subject to the provisions of Section
14(b) hereof.

27
<PAGE> 32
(e) Notwithstanding any provision of this Rights Agreement to
the contrary, from and after the time (the "invalidation time") when any Person
first becomes an Acquiring Person, any Rights that are beneficially owned by
(x) such Acquiring Person (or any Associate or Affiliate of such Acquiring
Person), (y) a transferee of such Acquiring Person (or any such Associate or
Affiliate) who becomes a transferee after the invalidation time or (z) a
transferee of such Acquiring Person (or any such Associate or Affiliate) who
becomes a transferee prior to or concurrently with the invalidation time
pursuant to either (I) a transfer from the Acquiring Person to holders of its
equity securities or to any Person with whom it has any continuing agreement,
arrangement or understanding regarding the transferred Rights or (II) a
transfer which the Board of Directors has determined is part of a plan,
arrangement or understanding which has the purpose or effect of avoiding the
provisions of this Section 7(e), and subsequent transferees of such Persons,
shall be void without any further action and any holder of such Rights shall
thereafter have no rights whatsoever with respect to such Rights under any
provision of this Rights Agreement. The

28
<PAGE> 33
Company shall use all reasonable effort to insure that the provisions of this
Section 7(e) are complied with, but shall have no liability to any holder of
Right Certificates or any other Person as a result of its failure to make any
determinations with respect to an Acquiring Person or its Affiliates,
Associates or transferees hereunder. No Right Certificate shall be issued
pursuant to Section 3 hereof that represents Rights beneficially owned by an
Acquiring Person whose Rights would be void pursuant to the provisions of this
Section 7(e) or any Associate or Affiliate thereof; no Right Certificate shall
be issued at any time upon the transfer of any Rights to an Acquiring Person
whose Rights would be void pursuant to the provisions of this Section 7(e) or
any Associate or Affiliate thereof or to any nominee of such Acquiring Person,
Associate or Affiliate; and any Right Certificate delivered to the Rights Agent
for transfer to an Acquiring Person whose Rights would be void pursuant to the
provisions of this Section 7(e) shall be canceled.

(f) Notwithstanding anything in this Agreement to the
contrary, neither the Rights Agent nor the Company shall be obligated to
undertake any action with respect to a registered

29
<PAGE> 34
holder upon the occurrence of any purported exercise as set forth in this
Section 7 unless such registered holder shall have (i) completed and signed
the certificate following the form of election to purchase set forth on the
reverse side of the Right Certificate surrendered for such exercise and (ii)
provided such additional evidence of the identity of the Beneficial Owner (or
former Beneficial Owner) or Affiliates or Associates thereof as the Company
shall reasonably request.

Section 8. Cancellation and Destruction of Right
Certificates. All Right Certificates surrendered for the purpose of exercise,
transfer, split up, combination or exchange shall, if surrendered to the
Company or to any of its agents, be delivered to the Rights Agent for
cancellation or in canceled form, or, if surrendered to the Rights Agent, shall
be canceled by it, and no Right Certificates shall be issued in lieu thereof
except as expressly permitted by any of the provisions of this Rights
Agreement. The Company shall deliver to the Rights Agent for cancellation and
retirement, and the Rights Agent shall cancel and retire, any Right Certificate
purchased or acquired by the Company otherwise than upon the exercise thereof.
The Rights

30
<PAGE> 35
Agent shall deliver all canceled Right Certificates to the Company, or shall,
at the written request of the Company, destroy such canceled Right
Certificates, and in such case shall deliver a certificate of destruction
thereof to the Company.

Section 9. Reservation and Availability of Shares of Common
Stock.

(a) The Company covenants and agrees that it will cause to be
reserved and kept available out of its authorized and unissued shares of Common
Stock not reserved for another purpose or shares of Common Stock not reserved
for another purpose held in its treasury, a number of shares of Common Stock as
will be sufficient to permit the exercise in full of all outstanding Rights in
accordance with Section 7. The Company shall not be required to reserve and
keep available shares of Common Stock or other securities sufficient to permit
the exercise in full of all outstanding Rights pursuant to the adjustments set
forth in Section 11(a)(ii) or Section 13 hereof unless the Rights become
exercisable pursuant to such adjustments, and then only to the extent the
Rights become exercisable pursuant to such adjustments.

31
<PAGE> 36
(b) As long as the shares of Common Stock (or any other
securities) issuable and deliverable upon the exercise of the Rights may be
listed on any national securities exchange, the Company shall use its best
efforts to cause, from and after such time as the Rights become exercisable,
the Rights and all shares reserved for such issuance to be listed on such
exchange upon official notice of issuance.

(c) The Company shall use its best efforts to (i) file, as
soon as practicable following the occurrence of the event described in Section
11(a)(ii), or as soon as is required by law following the Distribution Date, as
the case may be, a registration statement under the Securities Act of 1933, as
amended (the "Act"), with respect to the securities purchasable upon exercise
of the Rights on an appropriate form, (ii) cause such registration statement to
become effective as soon as practicable after such filing, and (iii) cause such
registration statement to remain effective (with a prospectus at all times
meeting the requirements of the Act) until the earlier of (A) the date as of
which the Rights are no longer exercisable for such securities, and (b) the
date of the expiration of the Rights.

32
<PAGE> 37
The Company may temporarily suspend, for a period of time not to exceed ninety
days, the exercisability of the Rights in order to prepare and file a
registration statement under the Act and permit it to become effective. The
Company will also take such action as may be appropriate under, or to ensure
compliance with, the securities or "blue sky" laws of the various states in
connection with the exercisability of the Rights. Notwithstanding any
provision of this Agreement to the contrary, the Rights shall not be
exercisable in any jurisdiction unless the requisite qualification in such
jurisdiction shall have been obtained and until a registration statement under
the Act (if required) shall have been declared effective.

(d) The Company covenants and agrees that it will take all
such action as may be necessary to insure that all shares of Common Stock (or
other securities, as the case may be) delivered upon exercise of Rights shall,
at the time of delivery of the certificates for such shares (subject to payment
of the Exercise Price in respect thereof), be duly and validly authorized and
issued and fully paid and nonassessable shares.

33
<PAGE> 38
(e) The Company shall not be required to pay any Transfer Tax
which may be payable in respect of any transfer or delivery of a Right
Certificate to any Person or the issuance or delivery of certificates for
Common Stock (or other securities, as the case may be) upon exercise of Rights
in the name of any Person, and the Company shall not be required to issue or
deliver a Right Certificate or certificate for Common Stock (or other
securities, as the case may be) to a Person until any such Transfer Tax shall
have been paid (any such Transfer Tax being payable by the holder of such Right
Certificate at the time of surrender) or until it has been established to the
Company's satisfaction that no such Transfer Tax is due.

Section 10. Common Stock Record Date. Each Person in whose
name any certificate for shares of Common Stock is issued upon the exercise of
Rights shall for all purposes be deemed to have become the holder of record of
the Common Stock represented thereby on, and such certificate shall be dated as
of, the date upon which the Right Certificate evidencing such Rights was duly
surrendered and payment of the Exercise Price (and any applicable Transfer
Taxes) was made; provided, however, that, if the date of

34
<PAGE> 39
such surrender and payment is a date upon which the Common Stock transfer books
of the Company are closed, such Person shall be deemed to have become the
record holder of such shares on, and such certificate shall be dated as of, the
next succeeding Business Day on which the Common Stock transfer books of the
Company are open. Prior to the exercise of the Rights evidenced thereby, the
holder of a Right Certificate, as such, shall not be entitled to any rights of
a stockholder of the Company with respect to shares for which the Rights shall
be exercisable, including, without limitation, the right to vote, to receive
dividends or other distributions or to exercise any preemptive rights, and
shall not be entitled to receive any notice of any proceedings of the Company,
except as provided herein.

Section 11. Adjustment of Exercise Price or Number of Shares
or Rights. The Exercise Price, the number and kind of shares (or fraction of a
share) which may be purchased upon exercise of a Right and the number of Rights
outstanding are subject to adjustment from time to time as provided in this
Section 11.

35
<PAGE> 40
(a) (i) In the event the Company shall at any time after the
Record Date (A) declare or pay any dividend on Common Stock
payable in shares of Common Stock, (B) subdivide or split the
outstanding shares of Common Stock into a greater number of
shares, (C) combine or consolidate the outstanding shares of
Common Stock into a smaller number of shares or effect a
reverse split of the outstanding shares of Common Stock or (D)
issue any shares of its capital stock in a reclassification of
the Common Stock (including any such reclassification in
connection with a consolidation or merger in which the Company
is the continuing or surviving corporation), except as
otherwise provided in this Section 11(a), the Exercise Price
in effect at the time of the record date for such event (if
one shall have been established or, if not, in effect on the
effective date of such event), and the number and kind of
shares (or fraction of a share) of Common Stock or capital
stock, as the case may be, issuable upon exercise of a Right
on such date, shall be proportionately adjusted

36
<PAGE> 41
so that the holder of any Right exercised after such time
shall be entitled to receive, upon payment of the Exercise
Price then in effect, the aggregate number and kind of shares
of Common Stock or capital stock, as the case may be, that, if
such Right had been exercised immediately prior to such date
and at a time when the Common Stock transfer books of the
Company were open, he would have owned upon such exercise and
been entitled to receive by virtue of such dividend,
subdivision, combination, reclassification or other event. If
an event occurs which would require an adjustment under both
this Section 11(a)(i) and Section 11(a)(ii) hereof, the
adjustment provided for in this Section 11(a)(i) shall be in
addition to, and shall be made prior to, any adjustment
required pursuant to Section 11(a)(ii).

(ii) Subject to Section 27 of this Agreement, in the
event that any Person, alone or together with its Affiliates
and Associates, shall become an Acquiring Person, then,
subject to the last sentence of Section

37
<PAGE> 42
23(a) and except as otherwise provided in this Section 11,
each holder of a Right, except as provided in Section 7(e)
hereof, shall thereafter have the right to receive upon
exercise of a Right in accordance with the terms of this
Rights Agreement and payment of the Exercise Price with
respect to the total number of shares of Common Stock for
which a Right was exercisable immediately prior to the first
occurrence of the event described in this Section 11(a)(ii),
such number of shares of Common Stock as shall equal the
result obtained by (x) multiplying the then current Exercise
Price by the number of shares of Common Stock for which a
Right was exercisable immediately prior to the first
occurrence of the event described in this Section 11(a)(ii)
and (y) dividing that product by 50% of the then current per
share Fair Market Value of the Common Stock (determined
pursuant to Section 11(d) hereof) on the date of such first
occurrence.

(b) In case the Company shall fix a record date for the
issuance of rights, options or warrants to all holders of

38
<PAGE> 43
Common Stock entitling them (for a period expiring within 45 calendar days
after such record date) to subscribe for or purchase Common Stock or securities
convertible into Common Stock at a price per share of Common Stock (or having a
conversion price per share, if a security convertible into shares of Common
Stock) less than the then current per share Fair Market Value of the Common
Stock (as defined in Section 11(d)) on such record date, the Exercise Price to
be in effect after such record date shall be determined by multiplying the
Exercise Price in effect immediately prior to such record date by a fraction,
the numerator of which shall be the number of shares of Common Stock
outstanding on such record date plus the number of shares of Common Stock which
the aggregate offering price of the total number of shares of Common Stock so
to be offered (and/or the aggregate initial conversion price of the convertible
securities so to be offered) would purchase at such current Fair Market Value
and the denominator of which shall be the number of shares of Common Stock
outstanding on such record date plus the number of additional shares of Common
Stock to be offered for subscription or purchase (or into which the convertible

39
<PAGE> 44
securities so to be offered are initially convertible). In case such
subscription price may be paid in a consideration part or all of which shall be
in a form other than cash, the value of such consideration shall be as
determined in good faith by the Board of Directors of the Company, whose
determination shall be described in a statement filed with the Rights Agent.
Shares of Common Stock owned by or held for the account of the Company shall
not be deemed outstanding for the purpose of any such computation. Such
adjustment shall be made successively whenever such a record date is fixed and
in the event that such rights, options or warrants are not so issued, the
Exercise Price shall be adjusted to be the Exercise Price which would then be
in effect if such record date had not been fixed.

(c) In case the Company shall fix a record date for the
making of a distribution to all holders of the Common Stock (including any such
distribution made in connection with a consolidation or merger in which the
Company is the continuing or surviving corporation) of evidences of
indebtedness, cash (other than a regular quarterly cash dividend not in excess
of 150% of the previous regular quarterly cash dividend out of the earnings

40
<PAGE> 45
or retained earnings of the Company), assets (other than a dividend payable in
shares of Common Stock) or subscription rights or warrants (excluding those
referred to in Section 11(b) hereof), the Exercise Price to be in effect after
such record date shall be determined by multiplying the Exercise Price in
effect immediately prior to such record date by a fraction, the numerator of
which shall be the Fair Market Value of the Common Stock on such record date,
less the fair market value (as determined in good faith by the Board of
Directors of the Company, whose determination shall be described in a statement
filed with the Rights Agent) of the portion of the assets or evidences of
indebtedness so to be distributed or of such subscription rights or warrants
applicable to one share of Common Stock and the denominator of which shall be
such current Fair Market Value of the Common Stock. Such adjustment shall be
made successively whenever such a record date is fixed and in the event that
such distribution is not so made, the Exercise Price shall again be adjusted to
be the Purchase Price which would then be in effect if such record date had not
been fixed.

41
<PAGE> 46
(d) For the purpose of this Rights Agreement, the "Fair
Market Value" of any share of Common Stock or any other stock or any Right or
other security or any other property on any date shall be determined as
provided in this Section 11(d). In the case of a publicly-traded stock or
other security, the Fair Market Value on any date shall be deemed to be the
average of the daily closing prices per share of such stock or per unit of such
other security for the 30 consecutive Trading Days (as such term is hereinafter
defined) immediately prior to such date; provided, however, that in the event
that the Fair Market Value per share of any share of Common Stock is determined
during a period which includes any date that is within 30 Trading Days after
(i) the ex-dividend date for a dividend or distribution on such stock payable
in shares of Common Stock or securities convertible into shares of Common
Stock, or (ii) the effective date of any subdivision, split, combination,
consolidation, reverse stock split or reclassification of such stock, then, and
in each such case, the Fair Market Value shall be appropriately adjusted by the
Board of Directors of the Company to take into account ex-dividend or
post-effective date trading. The closing price for

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<PAGE> 47
any day shall be the last sale price, regular way, or, in case no such sale
takes place on such day, the average of the closing bid and asked prices,
regular way (in either case, as reported in the applicable transaction
reporting system with respect to securities listed or admitted to trading on
the New York Stock Exchange), or, if the securities are not listed or admitted
to trading on the New York Stock Exchange, as reported in the applicable
transaction reporting system with respect to securities listed on the principal
national securities exchange on which such security is listed or admitted to
trading; or, if not listed or admitted to trading on any national securities
exchange, the last quoted price (or, if not so quoted, the average of the high
bid and low asked prices) in the over-the-counter market, as reported by the
National Association of Securities Dealers, Inc. Automated Quotation System
("NASDAQ") or such other system then in use; or, if no bids for such security
are quoted by any such organization, the average of the closing bid and asked
prices as furnished by a professional market maker making a market in such
security selected by the Board of Directors of the Company. The term "Trading
Day" shall mean a

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<PAGE> 48
day on which the principal national securities exchange on which such security
is listed or admitted to trading is open for the transaction of business or, if
such security is not listed or admitted to trading on any national securities
exchange, a Business Day. If a security is not publicly held or not so listed
or traded, "Fair Market Value" shall mean the fair value per share of stock or
per other unit of such other security, as determined by an independent
investment banking firm experienced in the valuation of securities selected in
good faith by the Board of Directors of the Company, or, if no such investment
banking firm is, in the good faith judgment of the Board of Directors,
available to make such determination, in good faith by the Board of Directors
of the Company. In the case of property other than securities, the "Fair
Market Value" thereof shall be determined in good faith by the Board of
Directors of the Company based upon such appraisals or valuation reports of
such independent experts as the Board of Directors of the Company shall in good
faith determine to be appropriate in accordance with good business practices
and the interests of the holders of Rights. Any such determination of Fair
Market Value shall be

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<PAGE> 49
described in a statement filed with the Rights Agent and shall be binding upon
the Rights Agent.

(e) Unless the Company shall have exercised its election as
provided in Section 11(f), upon each adjustment of the Exercise Price as a
result of the calculations made in Section 11(b) and (c), each Right
outstanding immediately prior to the making of such adjustment shall thereafter
evidence the right to purchase, at the adjusted Exercise Price, that number of
shares of Common Stock obtained by (i) multiplying (x) the number of shares
covered by a Right immediately prior to the adjustment pursuant to this Section
11(e) by (y) the Exercise Price in effect immediately prior to such adjustment
of the Exercise Price and (ii) dividing the product so obtained by the Exercise
Price in effect immediately after such adjustment of the Exercise Price.

(f) The Company may elect on or after the date of any
adjustment of the Exercise Price pursuant to Section 11(b) and (c) to adjust
the number of Rights in substitution for any adjustment pursuant to Section
11(e) in the number of shares of Common Stock purchasable upon the exercise of
a Right. Each of

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<PAGE> 50
the Rights outstanding after such adjustment of the number of Rights shall be
exercisable for the number of shares of Common Stock for which a Right was
exercisable immediately prior to such adjustment. Each Right held of record
prior to such adjustment of the number of Rights shall become that number of
Rights obtained by dividing the Exercise Price in effect immediately prior to
adjustment of the Exercise Price by the Exercise Price in effect immediately
after adjustment of the Exercise Price. The Company shall make a public
announcement of its election to adjust the number of Rights, indicating the
record date for the adjustment, and, if known at the time, the amount of the
adjustment to be made. This record date may be the date on which the Exercise
Price is adjusted or any day thereafter, but, if the Right Certificates have
been issued, shall be at least 10 days later than the date of the public
announcement. If the Right Certificates have been issued, upon each adjustment
of the number of Rights pursuant to this Section 11(f), the Company shall, as
promptly as practicable, cause to be distributed to holders of record of Right
Certificates on such record date Right Certificates evidencing, subject to
Section 14 hereof, the

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<PAGE> 51
additional Rights, if any, to which such holders shall be entitled as a result
of such adjustment, or, at the option of the Company, shall cause to be
distributed to such holders of record in substitution and replacement for the
Right Certificates held by such holders prior to the date of adjustment, and
upon surrender thereof, if required by the Company, new Right Certificates
evidencing all the Rights to which such holders shall be entitled after such
adjustment. Right Certificates so to be distributed shall be issued, executed
and countersigned in the manner provided for herein and shall be registered in
the names of the holders of record of Right Certificates on the record date
specified in the public announcement.

(g) No adjustment in the Exercise Price shall be required
unless such adjustment would require an increase or decrease of at least 10% of
the Exercise Price; provided, however, that any adjustments which by reason of
this Section 11(g) are not required to be made shall be carried forward and
taken into account in any subsequent adjustment. All calculations under this
Section 11 shall be made to the nearest

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<PAGE> 52
cent or to the nearest one-hundredth of a share, as the case may be.

(h) Irrespective of any adjustment or change in the Exercise
Price or the number of shares of Common Stock issuable upon the exercise of a
Right, the Right Certificates theretofore and thereafter issued may continue to
express the Exercise Price and the number of shares to be issued upon exercise
of a Right as in the initial Right Certificates issued hereunder but,
nevertheless, shall represent the Rights as so adjusted.

(i) Before taking any action that would cause an adjustment
reducing the price to be paid per whole share of Common Stock upon exercise of
the Rights below the then par value, if any, of the shares of Common Stock, the
Company shall use its best efforts to take any corporate action which may, in
the opinion of its counsel, be necessary in order that the Company may validly
and legally issue fully paid and non-assessable shares of such Common Stock at
such adjusted price per share.

(j) Anything in this Section 11 to the contrary
notwithstanding, in the event of any recapitalization,

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<PAGE> 53
reorganization or partial liquidation of the Company or similar transaction,
the Company shall be entitled to make such further adjustments in the number of
shares of Common Stock which may be acquired upon exercise of the Rights, and
such adjustments in the Exercise Price therefor, in addition to those
adjustments expressly required by the other paragraphs of this Section 11, as
the Board of Directors of the Company shall determine to be necessary or
appropriate in order for the holders of the Rights in such event to be treated
equitably and in accordance with the purpose and intent of this Rights
Agreement or in order that any such event shall not, but for such adjustment,
in the opinion of counsel to the Company, result in the stockholders of the
Company being subject to any United States federal income tax liability by
reason thereof.

(k) If, at any time after the Rights first become exercisable
pursuant to the terms of this Rights Agreement, the number of shares of Common
Stock that are authorized by the Company's Articles of Incorporation but not
outstanding or reserved for issuance for purposes other than upon exercise of
the Rights ("Available Shares") are not sufficient to permit

49
<PAGE> 54
exercise in full of the Rights in accordance with the terms of this Rights
Agreement, including after giving effect to the adjustments provided for in
Section 11(a)(ii) hereof, then unless the Board of Directors shall have made
adequate provision in lieu thereof pursuant to Section 11(l) and subject to
Section 11(m), the number of shares of Common Stock for which each Right is
exercisable shall be adjusted by multiplying the number of shares of Common
Stock for which a Right would otherwise be exercisable without giving effect to
this Section 11(k) by a fraction, the numerator of which shall be the number of
Available Shares and the denominator of which shall be the aggregate number of
shares of Common Stock for which all outstanding Rights would otherwise be
exercisable without giving effect to this Section 11(k). In the event of an
adjustment to the number of shares of Common Stock for which a Right is
exercisable pursuant to the preceding sentence, the Exercise Price shall be
automatically adjusted by the same fraction appearing in the preceding
sentence. The adjustment provided for in this Section 11(k) shall be made
after all other applicable adjustments to the Exercise Price for each Right and
the number of shares of Common Stock for which each

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<PAGE> 55
Right is exercisable shall have been made in accordance with the other
provisions of this Rights Agreement.

(l) In lieu of the adjustments provided in Section 11(k)
above, the Board of Directors may make adequate provision to substitute for the
shares of Common Stock in excess of the Available Shares to be issued upon
exercise of the Rights, upon payment of the applicable Exercise Price, other
equity securities of the Company (including, without limitation, shares, or
units of shares, of preferred stock which, by virtue of having dividend, voting
and liquidation rights substantially comparable to those of the Common Stock,
are deemed in good faith by the Board of Directors to have substantially the
same value as shares of Common Stock (such shares or units of shares of
preferred stock are herein called ("Common Stock equivalents")).

(m) If, upon the occurrence of the event described in
Section 11(a)(ii), the number of shares of Common Stock that are authorized by
the Company's Restated Certificate of Incorporation but not outstanding or
reserved for issuance for purposes other than upon exercise of the Rights are
not sufficient to permit exercise in full of the Rights in accordance with
Section

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<PAGE> 56
11(a)(ii) hereof, and if the Board of Directors shall determine in good faith
that it is likely that sufficient additional shares of Common Stock (or Common
Stock equivalents) could be authorized for issuance upon exercise in full of
the Rights, then, the Board of Directors, if it so elects, may suspend the
exercisability of the Rights for a period of time not more than ninety (90)
days after the event described in Section 11(a)(ii), in order that the Company
may seek stockholder approval or take other appropriate action for the
authorization for such additional shares. During such time of suspension no
adjustment shall be made under Section 11(k). Such suspension may be rescinded
by the Board of Directors in its sole discretion at any time, whereupon the
adjustment provided for in Section 11(k) shall be applicable, unless the Board
of Directors shall have made adequate provision in lieu thereof pursuant to
Section 11(l). In the event of any such suspension, the Company shall issue a
public announcement stating that the exercisability of the Rights has been
temporarily suspended, as well as a public announcement at such times as the
suspension is no longer in effect.

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<PAGE> 57
Section 12. Certification of Adjusted Exercise Price or
Number of Shares. Whenever an adjustment is made as provided in Sections 11,
13 or 23, the Company shall (a) promptly prepare a certificate setting forth
such adjustment, and a brief statement of the facts giving rise to such
adjustment, (b) promptly file with the Rights Agent and with each transfer
agent for the Common Stock a copy of such certificate and (c) mail a brief
summary thereof to each holder of a Right Certificate in accordance with
Section 25. Notwithstanding the foregoing sentence, the failure of the Company
to make such certification or give such notice shall not affect the validity of
or the force or effect of the requirement for such adjustment. Any adjustment
to be made pursuant to Sections 11, 13 or 23 of this Rights Agreement shall be
effective as of the date of the event giving rise to such adjustment. The
Rights Agent shall be fully protected in relying on any such certificate and on
any adjustment therein contained and shall not be deemed to have knowledge of
any adjustment unless and until it shall have received such certificate.

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Section 13. Consolidation, Merger or Sale or Transfer of
Assets or Earning Power.

(a) In the event that, at any time after the time that any
Person becomes an Acquiring Person, (x) the Company shall, directly or
indirectly, consolidate with any other Person or Persons, or merge with and
into any other Person or Persons and the Company shall not be the surviving or
continuing corporation of such merger, or (y) any Person or Persons shall,
directly or indirectly, merge with and into, the Company, and the Company shall
be the continuing or surviving corporation of such merger and, in connection
with such merger, all or part of the outstanding shares of Common Stock shall
be changed into or exchanged for stock or other securities of any other Person
or of the Company or cash or any other property, or (z) the Company or one or
more of its Subsidiaries shall, directly or indirectly, sell or otherwise
transfer to any other Person or any Affiliate or Associate of such Person, in
one or more transactions, or the Company or one or more of its Subsidiaries
shall sell or otherwise transfer to any Persons in one or a series of related
transactions, assets or earning power aggregating more than 50%

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<PAGE> 59
of the assets or earning power of the Company and its Subsidiaries (taken as a
whole) (any event described in clause (x), (y) or (z) of this Section 13(a)
being referred to as a "Section 13 Event"), then, on the first occurrence of
any such event, proper provision shall be made so that (i) each holder of
record of a Right, except as provided in Section 7(e) hereof, shall thereafter
have the right to receive, upon the exercise thereof and payment of the
Exercise Price with respect to the total number of shares for which a Right was
exercisable immediately prior to the first occurrence of a Section 13 Event
(or, if earlier, the first occurrence of the event described in Section
11(a)(ii)) in accordance with the terms of this Rights Agreement, such number
of shares of validly issued, fully paid and nonassessable and freely tradeable
Common Stock of the Principal Party (as defined herein) not subject to any
liens, encumbrances, rights of first refusal or other adverse claims, as shall
be equal to the result obtained by (1) multiplying the then current Exercise
Price by the number of shares of Common Stock for which a Right was exercisable
immediately prior to the first occurrence of a Section 13 Event (or, if the
event described in Section 11(a)(ii)

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<PAGE> 60
has occurred prior to the first occurrence of a Section 13 Event, multiplying
the Exercise Price in effect immediately prior to the first occurrence of the
event described in Section 11(a)(ii) by the number of shares of Common Stock
for which a Right was exercisable immediately prior to such first occurrence of
the event described in Section 11(a)(ii)) and (2) dividing that product by 50%
of the Fair Market Value (determined as provided in Section 11(d) hereof) per
share of the Common Stock of such Principal Party on the date of consummation
of such Section 13 Event; provided that the Exercise Price and the number of
shares of Common Stock of such Principal Party issuable upon exercise of each
Right shall be further adjusted as provided in this Rights Agreement to reflect
any events occurring after the date of the first occurrence of a Section 13
Event; (ii) such Principal Party shall thereafter be liable for, and shall
assume, by virtue of such Section 13 Event, all the obligations and duties of
the Company pursuant to this Rights Agreement; (iii) the term "Company" for all
purposes of this Rights Agreement shall thereafter be deemed to refer to such
Principal Party; (iv) such Principal Party shall take such steps (including,
but not limited

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<PAGE> 61
to, the reservation of a sufficient number of shares of its Common Stock) in
connection with the consummation of any such transaction as may be necessary to
assure that the provisions hereof shall thereafter be applicable, as nearly as
reasonably may be, in relation to its shares of Common Stock thereafter
deliverable upon the exercise of the Rights; provided, however, that, upon the
subsequent occurrence of any merger, consolidation, sale of all or
substantially all of the assets, recapitalization, reclassification of shares,
reorganization or other extraordinary transaction in respect of such Principal
Party, each holder of a Right shall thereupon be entitled to receive, upon
exercise of a Right and payment of the Exercise Price, such cash, shares,
rights, warrants and other property which such holder would have been entitled
to receive had it, at the time of such transaction, owned the shares of Common
Stock of the Principal Party purchasable upon the exercise of a Right, and such
Principal Party shall take such steps (including, but not limited to,
reservation of shares of stock) as may be necessary to permit the subsequent
exercise of the Rights in accordance with the terms hereof for such cash,
shares, rights, warrants and

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<PAGE> 62
other property and (v) the provisions of Section 11(a)(ii) hereof shall be of
no effect following the occurrence of any Section 13 Event.

(b) "Principal Party" shall mean

(i) in the case of any transaction described in (x) or
(y) of the first sentence of Section 13(a) hereof: (A) the Person that is the
issuer of the securities into which shares of Common Stock of the Company are
converted in such merger or consolidation, or, if there is more than one such
issuer, the issuer the Common Stock of which has the greatest market value or
(B) if no securities are so issued, (x) the Person that is the other party to
the merger or consolidation and that survives such merger or consolidation, or,
if there is more than one such Person, the Person the Common Stock of which has
the greatest market value or (y) if the Person that is the other party to the
merger or consolidation does not survive the merger or consolidation, the
Person that does survive the merger or consolidation (including the Company if
it survives); and

(ii) in the case of any transaction described in (z) of
the first sentence in Section 13(a), the Person that is

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<PAGE> 63
the party receiving the greatest portion of the assets or earning power
transferred pursuant to such transaction or transactions, or, if each Person
that is a party to such transaction or transactions receives the same portion
of the assets or earning power so transferred or if the Person receiving the
greatest portion of the assets or earning power cannot be determined, whichever
of such Persons which is the issuer of Common Stock having the greatest market
value of shares outstanding; provided, however, that in any such case described
in Section 11(b)(i) or (b)(ii) above, if the Common Stock of such Person is not
at such time and has not been continuously over the preceding 12-month period
registered under Section 12 of the Exchange Act, and such Person is a direct or
indirect Subsidiary of another Person the Common Stock of which is and has been
so registered, the term "Principal Party" shall refer to such other Person, or
if such Person is a Subsidiary, directly or indirectly, of more than one
Person, the Common Stocks of all of which are and have been so registered, the
term "Principal Party" shall refer to whichever of such Persons is the issuer
of the Common Stock having the greatest market value of shares outstanding.

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<PAGE> 64
(c) The Company shall not consummate any consolidation,
merger or sale or transfer of assets or earning power referred to in Section
13(a) unless the Principal Party shall have a sufficient number of authorized
shares of its Common Stock that have not been issued or reserved for issuance
to permit the exercise in full of the Rights in accordance with this Section 13
and unless prior thereto the Company and the Principal Party involved therein
shall have executed and delivered to the Rights Agent an agreement confirming
that the Principal Party shall, upon consummation of such consolidation, merger
or sale or transfer of assets or earning power, assume this Rights Agreement in
accordance with Sections 13(a) and (b) hereof and that all rights of first
refusal or preemptive rights in respect of the issuance of shares of Common
Stock of the Principal Party upon exercise of outstanding Rights have been
waived and that such transaction shall not result in a default by the Principal
Party under this Rights Agreement, and further providing that, as soon as
practicable after the date of any consolidation, merger or sale or transfer of
assets or earning power referred to in Section 13(a) hereof, the Principal
Party will:

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(i) prepare and file a registration statement under the Act
with respect to the Rights and the securities purchasable upon exercise of the
Rights on an appropriate form, use its best efforts to cause such registration
statement to become effective as soon as practicable after such filing and use
its best efforts to cause such registration statement to remain effective (with
a prospectus at all times meeting the requirements of the Act) until the date
of expiration of the Rights, and similarly comply with applicable state
securities laws;

(ii) use its best efforts to list (or continue the listing
of) the Rights and the securities purchasable upon exercise of the Rights on a
national securities exchange or to meet the eligibility requirements for
quotation on NASDAQ; and

(iii) deliver to holders of the Rights historical financial
statements for the Principal Party which comply in all respects with the
requirements for registration on Form 10 (or any successor form) under the
Exchange Act. In the event that any of the transactions described in Section
13(a) hereof shall occur at any time after the occurrence of the transaction
described in Section 11(a)(ii) hereof, the Rights

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<PAGE> 66
which have not theretofore been exercised shall, subject to the provisions of
Section 7(e) hereof, thereafter be exercisable in the manner described in
Section 13(a).

(d) In case the Principal Party which is to be a party to a
transaction referred to in this Section 13 has provision in any of its
authorized securities or in its Certificate of Incorporation or By-laws or
other instrument governing its corporate affairs, which provision would have
the effect of (i) causing such Principal Party to issue, in connection with, or
as a consequence of, the consummation of a transaction referred to in this
Section 13, shares of Common Stock of such Principal Party at less than the
then Fair Market Value per share (determined pursuant to Section 11(d) hereof)
or securities exercisable for, or convertible into, Common Stock of such
Principal Party at less than such then Fair Market Value (other than to holders
of Rights pursuant to this Section 13) or (ii) providing for any special
payment, tax or similar provisions in connection with the issuance of the
Common Stock of such Principal Party pursuant to the provisions of Section 13,
then, in such event, the Company shall not consummate any such

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<PAGE> 67
transaction unless prior thereto the Company and such Principal Party shall
have executed and delivered to the Rights Agent a supplemental agreement
providing that the provision in question of such Principal Party shall have
been canceled, waived or amended, or that the authorized securities shall be
redeemed, so that the applicable provision will have no effect in connection
with, or as a consequence of, the consummation of the proposed transaction.

Section 14. Fractional Rights and Fractional Shares.

(a) [Intentionally omitted].

(b) The Company shall not be required to issue fractions of
shares of Common Stock upon exercise or redemption of the Rights or to
distribute certificates which evidence fractional shares. In lieu of issuing
fractions of shares of Common Stock, the Company may, at its election, (i) pay
to the registered holder of Right Certificates at the time such Right is
exercised or redeemed an amount in cash equal to the same fraction of the Fair
Market Value of a share of Common Stock or (ii) cause depositary receipts to be
issued evidencing fractions of shares pursuant to an appropriate agreement
between the

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<PAGE> 68
Company and a depositary selected by it, provided that such agreement shall
provide that the holders of such depositary receipts shall have all of the
rights, privileges and preferences to which they would be entitled as owners of
the Common Stock.

(c) The holder of a Right by the acceptance of a Right
expressly waives his right to receive any fractional Right or any fractional
shares of Common Stock upon exercise or redemption of a Right.

Section 15. Rights of Action. All rights of action in
respect of this Rights Agreement, except the rights of action given to the
Rights Agent in Section 18 hereof, are vested in the respective registered
holders of the Right Certificates (and, prior to the Distribution Date, any
holder of record of the Common Stock in its capacity as a holder of Rights);
and any holder of record of any Right Certificate (or, prior to the
Distribution Date, any holder of record of the Common Stock in its capacity as
a holder of Rights), without the consent of the Rights Agent or of the holder
of any other Right Certificate (or, prior to the Distribution Date, any holder
of record of the Common Stock in their capacity as holders of Rights), may, in
his

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<PAGE> 69
own behalf and for his own benefit, enforce, and may institute and maintain any
suit, action or proceeding against the Company to enforce, or otherwise act in
respect of, his right to exercise the Rights evidenced by such Right
Certificate in the manner provided in such Right Certificate and in this Rights
Agreement. Without limiting the foregoing or any remedies available to the
holders of Rights, it is specifically acknowledged that the holders of Rights
would not have an adequate remedy at law for any breach of this Rights
Agreement and will be entitled to specific performance of the obligations
under, and injunctive relief against actual or threatened violations of, the
obligations of any Person subject to this Rights Agreement.

Section 16. Agreement of Right Holders. Each holder of a
Right, by accepting the same, consents and agrees with the Company and the
Rights Agent and with every other holder of a Right that:

(a) prior to the Distribution Date, the Rights shall be
evidenced by the certificates for Common Stock registered in the name
of the holders of the Common Stock (together, where applicable, with
the Summary of Rights) and not by

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<PAGE> 70
separate Right Certificates, and each Right shall be transferable only
simultaneously and together with the transfer of shares of Common
Stock;

(b) after the Distribution Date, the Right Certificates are
transferable only on the registry books of the Rights Agent if
surrendered at the principal office of the Rights Agent, duly endorsed
or accompanied by a proper instrument of transfer; and

(c) the Company and the Rights Agent may deem and treat the
person in whose name the Right Certificate (or, prior to the
Distribution Date, the associated Common Stock certificate) is
registered as the absolute owner thereof and of the Rights evidenced
thereby (notwithstanding any notations of ownership or writing on the
Right Certificates or the associated Common Stock certificate made by
anyone other than the Company or the Rights Agent) for all purposes
whatsoever, and neither the Company nor the Rights Agent shall be
affected by any notice to the contrary.

Section 17. Right Certificate Holder Not Deemed a
Stockholder. No holder, as such, of any Right Certificate shall

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<PAGE> 71
be entitled to vote, receive dividends or be deemed for any purpose the holder
of Common Stock or any other securities which may at any time be issuable on
the exercise of the Rights represented thereby, nor shall anything contained
herein or in any Right Certificate be construed to confer upon the holder of
any Right Certificate, as such, any of the rights of a stockholder of the
Company or any right to vote for the election of directors or upon any matter
submitted to stockholders at any meeting thereof, or to give or withhold
consent to any corporate action, or to receive notice of meetings or other
actions affecting stockholders (except as provided in Section 24 hereof), or to
receive dividends or subscription rights, or otherwise, until the Right or
Rights evidenced by such Right Certificate shall have been exercised in
accordance with the provisions hereof.

Section 18. Concerning the Rights Agent.

(a) The Company agrees to pay to the Rights Agent reasonable
compensation for all services rendered by it hereunder and, from time to time,
on demand of the Rights Agent, its reasonable expenses and counsel fees and
other disbursements

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<PAGE> 72
incurred in the administration and execution of this Rights Agreement and the
exercise and performance of its duties hereunder. The Company also agrees to
indemnify the Rights Agent for, and to hold it harmless against, any loss,
liability, or expense, incurred without gross negligence, bad faith or willful
misconduct on the part of the Rights Agent, for anything done or omitted to be
done by the Rights Agent in connection with the acceptance and administration
of this Rights Agreement, including the cost and expenses of defending against
any claim of liability relating to the Rights or this Rights Agreement.

(b) The Rights Agent shall be protected against, and shall
incur no liability for or in respect of, any action taken, suffered or omitted
by it in connection with its administration of this Rights Agreement in
reliance upon any Right Certificate or certificate for Common Stock or for
other securities of the Company, instrument of assignment or transfer, power of
attorney, endorsement, affidavit, letter, notice, direction, consent,
certificate, statement or other paper or document believed by it to be genuine
and to be signed, executed and, where necessary, verified or acknowledged, by
the proper person or persons.

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Section 19. Merger or Consolidation of, or Change in Name of,
the Rights Agent.

(a) Any corporation into which the Rights Agent or any
successor Rights Agent may be merged or with which it may be consolidated, or
any corporation resulting from any merger or consolidation to which the Rights
Agent or any successor Rights Agent shall be a party, or any corporation
succeeding to the corporate trust or stock transfer business of the Rights
Agent or any successor Rights Agent, shall be the successor to the Rights Agent
under this Rights Agreement without the execution or filing of any paper or any
further act on the part of any of the parties hereto, provided that such
corporation would be eligible for appointment as a successor Rights Agent under
the provisions of Section 21 hereof. In case at the time such successor Rights
Agent shall succeed to the agency created by this Rights Agreement any of the
Rights Certificates shall have been countersigned but not delivered, any such
successor Rights Agent may adopt the countersignature of the predecessor Rights
Agent and deliver such Right Certificates so countersigned; and in case at that
time any of the Right Certificates shall not have been

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<PAGE> 74
countersigned, any successor Rights Agent may countersign such Right
Certificates either in the name of the predecessor Rights Agent or in the name
of the successor Rights Agent; and in all such cases such Right Certificates
shall have the full force provided in the Right Certificates and in this Rights
Agreement.

(b) In case at any time the name of the Rights Agent shall be
changed and at such time any of the Right Certificates shall have been
countersigned but not delivered, the Rights Agent may adopt the
countersignature under its prior name and deliver Right Certificates so
countersigned; in case at that time any of the Right Certificates shall not
have been countersigned, the Rights Agent may countersign such Right
Certificates either in its prior name or in its changed name; in all such cases
such Right Certificates shall have the full force provided in the Right
Certificates and in this Rights Agreement.

Section 20. Duties of Rights Agent. The Rights Agent
undertakes the duties and obligations imposed by this Rights Agreement upon the
following terms and conditions, by all of which the Company and the holders of
Right Certificates, by their acceptance thereof, shall be bound:

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(a) The Rights Agent may consult with legal counsel (who may
be legal counsel for the Company), and the opinion of such counsel shall be
full and complete authorization and protection to the Rights Agent as to any
action taken or omitted by it in good faith and in accordance with such
opinion.

(b) Whenever in the performance of its duties under this
Rights Agreement the Rights Agent shall deem it necessary or desirable that any
fact or matter be proved or established by the Company prior to taking or
suffering any action hereunder, such fact or matter (unless other evidence in
respect thereof be herein specifically prescribed) may be deemed to be
conclusively proved and established by a certificate signed by the Chairman of
the Board, the Chief Executive Officer or any Vice President and by the
Treasurer or the Secretary of the Company and delivered to the Rights Agent.
Any such certificate shall be full authorization to the Rights Agent for any
action taken or suffered in good faith by it under the provisions of this
Rights Agreement in reliance upon such certificate.

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(d) The Rights Agent shall not be liable for or by reason of
any of the statements of fact or recitals contained in this Rights Agreement or
in the Right Certificates (except its countersignature thereof) or be required
to verify the same, but all such statements and recitals are and shall be
deemed to have been made by the Company only.

(e) The Rights Agent shall not be under any responsibility in
respect of the validity of this Rights Agreement or the execution and delivery
hereof (except the due execution hereof by the Rights Agent) or in respect of
the validity or execution of any Right Certificate (except its countersignature
thereof); nor shall it be responsible for any breach by the Company of any
covenant or condition contained in this Rights Agreement or in any Right
Certificate; nor shall it be responsible for any adjustment required under the
provisions of Sections 11, 13 or 23 hereof or responsible for the manner,
method or amount of any such adjustment or the ascertaining of the existence of
facts that would require any such adjustment (except with respect to the
exercise of Rights evidenced by Right Certificates after receipt of a
certificate describing any such

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<PAGE> 77
adjustment); nor shall it by any act hereunder be deemed to make any
representation or warranty as to the authorization or reservation of any shares
of Common Stock to be issued pursuant to this Rights Agreement or any Right
Certificate or as to whether any shares of Common Stock will, when issued, be
validly authorized and issued, fully paid and nonassessable.

(f) The Company agrees that it will perform, execute,
acknowledge and deliver or cause to be performed, executed, acknowledged and
delivered all such further and other acts, instruments and assurances as may
reasonably be required by the Rights Agent for the carrying out or performing
by the Rights Agent of the provisions of the Rights Agreement.

(g) The Rights Agent is hereby authorized and directed to
accept instructions with respect to the performance of its duties hereunder
from the Chairman of the Board, the President or any Vice President or the
Secretary or the Treasurer of the Company, and to apply to such officers for
advice or instructions in connection with its duties, and it shall not be
liable for any action taken or suffered to be taken by it in good faith in
accordance with instructions of any such officer.

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(h) The Rights Agent and any shareholder, director, officer
or employee of the Rights Agent may buy, sell or deal in any of the Rights or
other securities of the Company or become pecuniarily interested in any
transaction in which the Company may be interested, or contract with or lend
money to the Company or otherwise act as fully and freely as though it were not
the Rights Agent under this Rights Agreement. Nothing herein shall preclude
the Rights Agent from acting in any other capacity for the Company or for any
other legal entity.

(i) The Rights Agent may execute and exercise any of the
rights or powers hereby vested in it or perform any duty hereunder either
itself or by or through its attorneys or agents, and the Rights Agent shall
not be answerable or accountable for any act, default, neglect or misconduct of
any such attorneys or agents or for any loss to the Company resulting from any
such act, default, neglect or misconduct, provided reasonable care was
exercised in the selection and continued employment thereof.

Section 21. Change of Rights Agent. The Rights Agent or any
successor Rights Agent may resign and be discharged from

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its duties under this Rights Agreement upon 30 days' notice in writing mailed
to the Company and to each transfer agent of the Common Stock by registered or
certified mail. The Company may remove the Rights Agent or any successor
Rights Agent (with or without cause) upon 30 days' notice in writing, mailed to
the Rights Agent or successor Rights Agent, as the case may be, and to each
transfer agent of the Common Stock by registered or certified mail. If the
Rights Agent shall resign or be removed or shall otherwise become incapable of
acting, the Company shall appoint a successor to the Rights Agent.
Notwithstanding the foregoing provisions of this Section 21, in no event shall
the resignation or removal of a Rights Agent be effective until a successor
Rights Agent shall have been appointed and have accepted such appointment. If
the Company shall fail to make such appointment within a period of 30 days
after such removal or after it has been notified in writing of such resignation
or incapacity by the resigning or incapacitated Rights Agent or by the holder
of a Right Certificate (who shall, with such notice, submit his Right
Certificate for inspection by the Company), then the incumbent Rights Agent or
the holder of record of any Right

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Certificate may apply to any court of competent jurisdiction for the
appointment of a new Rights Agent. Any successor Rights Agent, whether
appointed by the Company or by such a court, shall be (a) a corporation
organized and doing business under the laws of the United States or of any
state thereof, in good standing, which is authorized under such laws to
exercise corporate trust or stock transfer powers and is subject to supervision
or examination in the conduct of its corporate trust or stock transfer business
by federal or state authorities and which has at the time of its appointment as
Rights Agent a combined capital and surplus of at least $5,000,000 or (b) an
Affiliate controlled by a corporation described in clause (a) of this sentence.
After appointment, the successor Rights Agent shall be vested with the same
powers, rights, duties and responsibilities as if it had been originally named
as Rights Agent without further act or deed, but the predecessor Rights Agent
shall deliver and transfer to the successor Rights Agent any property at the
time held by it hereunder, and execute and deliver any further assurance,
conveyance, act or deed necessary for the purpose. Not later than the
effective date of any such appointment, the Company

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shall file notice thereof in writing with the predecessor Rights Agent and each
transfer agent of the Common Stock, and mail a notice thereof in writing to the
registered holders of the Right Certificates. Failure to give any notice
provided for in this Section 21, however, or any defect therein, shall not
affect the legality or validity of the resignation or removal of the Rights
Agent or the appointment of the successor Rights Agent, as the case may be.
Notwithstanding the foregoing provisions, in the event of resignation, removal
or incapacity of the Rights Agent, the Company shall have the authority to act
as the Rights Agent until a successor Rights Agent shall have assumed the
duties of the Rights Agent hereunder.

Section 22. Issuance of New Right Certificates.
Notwithstanding any of the provisions of this Rights Agreement or of the Rights
to the contrary, the Company may, at its option, issue new Right Certificates
evidencing Rights in such form as may be approved by its Board of Directors to
reflect any adjustment or change in the Exercise Price per share and the number
or kind or class of shares of stock or other securities

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<PAGE> 82
or property purchasable under the Right Certificates made in accordance with
the provisions of this Rights Agreement.

Section 23. Redemption.

(a) The Company may, at its option, but only by the vote of a
majority of the Board of Directors, redeem all but not less than all the then
outstanding Rights, at any time prior to the close of business on the earlier
of (i) the tenth day following the Stock Acquisition Date, subject to extension
by the Company as provided in Section 26 hereof or (ii) the Final Expiration
Date, at a redemption price of $.01 per Right, appropriately adjusted to
reflect any stock split, stock dividend or similar transaction occurring after
the date hereof (the "Redemption Price"); provided, however, that from and
after the time that any Person shall become an Acquiring Person, the Company
may redeem the Rights only if at the time of the action of the Board of
Directors there are then in office not less than two Continuing Directors and
such redemption is approved by a majority of the Continuing Directors then in
office. Notwithstanding anything contained in this Agreement to the contrary,
the Rights shall not be exercisable pursuant to Section

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11(a)(ii) prior to the expiration of the Company's right of redemption
hereunder.

(b) Without any further action and without any notice, the
right to exercise the Rights will terminate effective at the time so designated
by action of the Board of Directors of the Company ordering the redemption of
the Rights, and the only right thereafter of the holders of Rights shall be to
receive the Redemption Price. Within 10 days after the effective time of the
action of the Board of Directors ordering the redemption of the Rights, the
Company shall give notice of such redemption to the holders of the then
outstanding Rights by mailing such notice to all such holders at their last
addresses as they appear upon the registry books of the Rights Agent or, prior
to the Distribution Date, on the registry books of the transfer agent for the
Common Stock. Any notice which is mailed in the manner herein provided shall
be deemed given, whether or not the holder receives the notice. Each notice of
redemption will state the method by which the payment of the Redemption Price
will be made. At the option of the Board of Directors, the Redemption Price
may be paid in cash to each Rights holder or by the issuance of shares (and, at

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the Company's election pursuant to Section 14(b) hereof, cash or depositary
receipts in lieu of fractions of shares) of Common Stock having a Fair Market
Value equal to such cash payment.

Section 24. Notice of Proposed Actions.

(a) In case the Company, after the Distribution Date, shall
propose (i) to effect any of the transactions referred to in Section 11(a)(i)
or to pay any dividend to the holders of record of its Common Stock payable in
stock of any class or to make any other distribution to the holders of record
of its Common Stock (other than a regular periodic cash dividend at a rate not
in excess of 150% of the rate of the last cash dividend theretofore paid), or
(ii) to offer to the holders of record of its Common Stock options, warrants,
or other rights to subscribe for or to purchase shares of Common Stock
(including any security convertible into or exchangeable for Common Stock) or
shares of stock of any class or any other securities, options, warrants,
convertible or exchangeable securities or other rights, or (iii) to effect any
reclassification of its Common Stock or any recapitalization or reorganization
of the Company, or (iv) to effect any consolidation or merger with or into, or
to effect any

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<PAGE> 85
sale or other transfer (or to permit one or more of its Subsidiaries to effect
any sale or other transfer), in one or more transactions, of more than 50% of
the assets or earning power of the Company and its Subsidiaries (taken as a
whole) to, any other Person or Persons, or (v) to effect the liquidation,
dissolution or winding up of the Company, then, in each such case, the Company
shall give to each holder of record of a Right Certificate, in accordance with
Section 25, notice of such proposed action, which shall specify the record date
for the purposes of such transaction referred to in Section 11(a)(i) or such
dividend or distribution, or the date on which such reclassification,
recapitalization, reorganization, consolidation, merger, sale or transfer of
assets, liquidation, dissolution, or winding up is to take place and the record
date for determining participation therein by the holders of record of Common
Stock, if any such date is to be fixed, and such notice shall be so given in
the case of any action covered by clause (i) or (ii) above at least 10 days
prior to the record date for determining holders of record of the Common Stock
for purposes of such action, and in the case of any such other action, at least

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10 days prior to the date of the taking of such proposed action or the date or
participation therein by the holders of record of Common Stock, whichever shall
be the earlier. The failure to give notice required by this Section 24 or any
defect therein shall not affect the legality or validity of the action taken by
the Company or the vote upon any such action.

(b) In case any of the transactions referred to in either
Section 11(a)(ii) or Section 13 of this Rights Agreement are proposed, then, in
any such case, the Company shall give to each holder of Rights, in accordance
with Section 25 hereof, notice of the proposal of such transaction at least 10
days prior to consummating such transaction, which notice shall specify the
proposed event and the consequences of the event to holders of Rights under
Section 11(a)(ii) or Section 13 hereof, as the case may be, and, upon
consummating such transaction, shall similarly give notice thereof to each
holder of Rights.

Section 25. Notices. Notices or demands authorized by this
Rights Agreement to be given or made by the Rights Agent or by the holder of
record of any Right Certificate or Right to or on the Company shall be
sufficiently given or made if sent by

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first-class mail, postage prepaid, addressed (until another address is filed in
writing with the Rights Agent) as follows:

Thermadyne Holdings Corporation
101 S. Hanley Road
St. Louis, MO 63105
Attention: Stephanie N. Josephson

Subject to the provisions of Section 21, any notice or demand authorized by
this Rights Agreement to be given or made by the Company or by the holder of
record of any Right Certificate or Right to or on the Rights Agent shall be
sufficiently given or made if sent by first-class mail, postage prepaid,
addressed (until another address is filed in writing with the Company) as
follows:

BankBoston, N.A.
c/o Boston EquiServe Limited Partnership
150 Royall Street
Canton, MA 02021
Attention: Corporation Reorganization

Notices or demands authorized by this Rights Agreement to be given or made by
the Company or the Rights Agent to the holder of record of any Right
Certificate or Right shall be sufficiently given or made if sent by first-class
mail, postage prepaid,

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<PAGE> 88
addressed to such holder at the address of such holder as shown on the registry
books of the Company.

Section 26. Supplements and Amendments. For as long as the
Rights are then redeemable and except as provided in the last sentence of this
Section 26, the Company may in its sole and absolute discretion, and the Rights
Agent shall if the Company so directs, supplement or amend any provision of
this Agreement without the approval of any holders of the Rights or the Common
Stock. At any time when the Rights are not then redeemable and except as
provided in the last sentence of this Section 26, the Company may, and the
Rights Agent shall if the Company so directs, supplement or amend this
Agreement without the approval of any holders of Rights Certificates in order
(a) to cure any ambiguity, (b) to correct or supplement any provision contained
herein which may be defective or inconsistent with any other provisions herein
or (c) to change or supplement the provisions hereunder in any manner which the
Company may deem necessary or desirable, provided, that no such supplement or
amendment pursuant to clause (c) above shall materially adversely affect the
interests of the holders of Right Certificates as such. Upon

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the delivery of a certificate from an appropriate officer of the Company which
states that the proposed supplement or amendment is in compliance with the
terms of this Section 26, the Rights Agent shall execute such supplement or
amendment. Notwithstanding anything contained in this Rights Agreement to the
contrary, no supplement or amendment shall be made which changes the Redemption
Price or the Final Expiration Date and supplements or amendments may be made
after the time that any Person becomes an Acquiring Person only if at the time
of the action of the Board of Directors approving such supplement or amendment
there are then in office not less than two Continuing Directors and such
supplement or amendment is approved by a majority of the Continuing Directors
then in office.

Section 27. Exchange. (a) The Board of Directors of the
Company may, at its option, at any time after any Person becomes an Acquiring
Person, exchange all or part of the then outstanding and exercisable Rights
(which shall not include Rights that have become void pursuant to the
provisions of Section 7(e) hereof) for shares of Common Stock at an exchange
ratio of one share per Right, appropriately adjusted to reflect

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<PAGE> 90
any stock split, stock dividend or similar transaction occurring after the date
hereof (such exchange ratio being hereinafter referred to as the "Exchange
Ratio"). Notwithstanding the foregoing, the Board of Directors shall not be
empowered to effect such exchange at any time after any Person (other than an
Exempt Person), together with all Affiliates and Associates of such Person,
becomes the Beneficial Owner of 50% or more of the Voting Stock then
outstanding.

(b) Immediately upon the action of the Board of Directors
of the Company ordering the exchange of any Rights pursuant to paragraph (a) of
this Section 27 and without any further action and without any notice, the
right to exercise such Rights shall terminate and the only right thereafter of
a holder of such Rights shall be to receive that number of shares of Common
Stock equal to the number of such Rights held by such holder multiplied by the
Exchange Ratio. The Company shall promptly give public notice of any such
exchange; provided, however, that the failure to give, or any defect in, such
notice shall not affect the validity of such exchange. The Company promptly
shall mail a notice of any such exchange to all of the

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holders of such Rights at their last addresses as they appear upon the registry
books of the Rights Agent. Any notice which is mailed in the manner herein
provided shall be deemed given, whether or not the holder receives the notice.
Each such notice of exchange will state the method by which the exchange of the
shares of Common Stock for Rights will be effected and, in the event of any
partial exchange, the number of Rights which will be exchanged. Any partial
exchange shall be effected pro rata based on the number of Rights (other than
Rights which have become void pursuant to the provisions of Section 7(e)
hereof) held by each holder of Rights.

(c) In the event that there shall not be sufficient
shares of Common Stock issued but not outstanding or authorized but unissued to
permit any exchange of Rights as contemplated in accordance with this Section
27, the Company shall take all such action as may be necessary to authorize
additional shares of Common Stock for issuance upon exchange of the Rights.

(d) The Company shall not be required to issue fractions
of shares of Common Stock or to distribute certificates which evidence
fractional shares. In lieu of such fractional

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shares, the Company shall pay to the registered holders of the Right
Certificates with regard to which such fractional shares of Common Stock would
otherwise be issuable an amount in cash equal to the same fraction of the
current market value of a whole share of Common Stock. For the purposes of
this paragraph (d), the current market value of a whole share of Common Stock
shall be the closing price of a share of Common Stock (as determined pursuant
to the second sentence of Section 11(d) hereof) for the Trading Day immediately
prior to the date of exchange pursuant to this Section 27.

Section 28. Successors. All of the covenants and provisions
of this Rights Agreement by or for the benefit of the Company or the Rights
Agent shall bind and inure to the benefit of their respective successors and
assigns hereunder.

Section 29. Benefits of this Rights Agreement. Nothing in
this Rights Agreement shall be construed to give to any person or corporation
other than the Company, the Rights Agent and the registered holders of the
Right Certificates (and, prior to the Distribution Date, the registered holders
of Common Stock in their capacity as holders of Rights) any legal or

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equitable right, remedy or claim under this Rights Agreement; but this Rights
Agreement shall be for the sole and exclusive benefit of the Company, the
Rights Agent and the holders of record of the Right Certificates (and, prior to
the Distribution Date, the registered holders of Common Stock in their capacity
as holders of Rights).

Section 30. Delaware Contract. This Rights Agreement and
each Right Certificate issued hereunder shall be deemed to be a contract made
under the laws of the State of Florida and for all purposes shall be governed
by and construed and enforced in accordance with the laws of such state
applicable to contracts to be made and performed entirely within such state.

Section 31. Counterparts. This Rights Agreement may be
executed in any number of counterparts and each of such counterparts shall for
all purposes be deemed to be an original, and all such counterparts shall
together constitute but one and the same instrument.

Section 32. Descriptive Headings. Descriptive headings of
the several Sections of this Rights Agreement are

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inserted for convenience only and shall not control or affect the meaning or
construction of any of the provisions hereof.

Section 33. Severability. If any term, provision, covenant
or restriction of this Rights Agreement is held by a court of competent
jurisdiction or other authority to be invalid, void or unenforceable, the
remainder of the terms, provisions, covenants and restrictions of this Rights
Agreement shall remain in full force and effect and shall in no way be
affected, impaired or invalidated.

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IN WITNESS WHEREOF, the parties hereto have caused this Rights
Agreement to be duly executed, all as of the day and year first above written.

Thermadyne Holdings Corporation

Attest:/s/ STEPHANIE N. JOSEPHSON By: /s/ JAMES H. TATE
--------------------------- ---------------------------------
(seal) Name: James H. Tate
---------------------------
Title: Senior Vice President and
---------------------------
Chief Financial Officer
---------------------------

BankBoston, N.A.

Attest: /s/ MICHAEL CONNER By: /s/ KATHERINE ANDERSON
--------------------------- ---------------------------------
(seal) Name: Katherine Anderson
---------------------------
Title: Administration Manager
---------------------------

<PAGE> 96
EXHIBIT A

UNDER CERTAIN CIRCUMSTANCES AS PROVIDED IN THE RIGHTS AGREEMENT (AS
REFERRED TO BELOW), RIGHTS ISSUED TO OR BENEFICIALLY OWNED BY ACQUIRING PERSONS
OR THEIR AFFILIATES OR ASSOCIATES (AS SUCH TERMS ARE DEFINED IN THE RIGHTS
AGREEMENT) OR ANY SUBSEQUENT HOLDER OF SUCH RIGHTS SHALL BE NULL AND VOID AND
MAY NOT BE TRANSFERRED TO ANY PERSON.

THERMADYNE HOLDINGS CORPORATION

SUMMARY OF RIGHTS TO PURCHASE
COMMON STOCK

On April 24, 1997, the Board of Directors of Thermadyne Holdings
Corporation (the "Company") declared a distribution of one Common Stock
Purchase Right for each outstanding share of common stock, par value $0.01 per
share (the "Common Stock"), of the Company. The distribution is payable as of
May 5, 1997 to stockholders of record on that date. Each Right entitles the
registered holder to purchase from the Company one share of Common Stock at a
price of $150 (the "Exercise Price"). The description and terms of the Rights
are set forth in a Rights Agreement, as the same may be amended from time to
time (the "Rights Agreement") , between the Company and BankBoston, N. A. , as
Rights Agent (the "Rights Agent").

As discussed below, initially the Rights will not be exercisable,
certificates will not be sent to stockholders and the Rights will automatically
trade with the Common Stock.

Upon the day which is the earlier of (i) the tenth day after the date of
the public announcement that a person or group of affiliated or associated
persons has acquired beneficial ownership of 10% or more of the Company's
voting stock ("Acquiring Person"), or (ii) the tenth business day (or such
later date as may be determined by the Board of Directors prior to such time as
any person becomes an Acquiring Person) after the commencement or public
announcement of a person's or group's intention to commence

<PAGE> 97

a tender or exchange offer whose consummation would result in the ownership of
10% or more of the outstanding shares of voting stock of the Company, even if
no purchases actually occur pursuant to such offer (the earlier of such dates
being called the "Distribution Date"), the Rights will be evidenced, with
respect to any of the Common Stock certificates outstanding as of May 5, 1997,
by such Common Stock certificates together with a copy of this Summary of
Rights. Notwithstanding the foregoing, the definition of Acquiring Person shall
not include (A) the Company, (B) any subsidiary of the Company, (C) any
employee benefit plan or employee stock plan of the Company or of any
subsidiary of the Company or any trust or other entity organized, appointed,
established or holding Common Stock for or pursuant to the terms of any such
plan, (D) any person whose ownership of 10% or more of the shares of voting
stock of the Company then outstanding results solely from (i) any action or
transaction approved by the Board of Directors before such person acquires such
10% beneficial ownership or (ii) a reduction in the number of issued and
outstanding shares of voting stock of the Company pursuant to a transaction or
transactions approved by the Board of Directors (provided that any such person
that does not become an Acquiring Person by reason of clause (i) or (ii) above
shall become an Acquiring Person upon his acquisition of an additional 10% of
the Company's voting stock unless such acquisition of additional voting stock
will not result in such person becoming an Acquiring Person by reason of such
clause (i) or (ii)) or (E) any person who, as of May 5, 1997, together with all
affiliates and associates of such person, was the Beneficial Owner of 10% or
more of the Voting Stock of the Company outstanding as of such date; provided,
however, that any person described in this clause (E) shall no longer be an
exempt person and shall become an Acquiring Person if such person, together
with all affiliates and associates of such person, from May 5, 1997, acquires
beneficial ownership of an additional 10% or more of the voting stock (unless
such acquisition is pursuant to a transaction described in clause (D)(i) or
(D)(ii) above).

The Rights Agreement provides that, until the Distribution Date, the
Rights will be represented by and transferred with, and only with, the Common
Stock. Until the Distribution Date (or earlier redemption or expiration of the

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<PAGE> 98

Rights), new Common Stock certificates issued after May 5, 1997 will contain a
legend incorporating the Rights Agreement by reference. Until the Distribution
Date (or earlier redemption or expiration of the Rights) , the surrender for
transfer of any of the Common Stock certificates outstanding as of May 5, 1997,
with or without a copy of this Summary of Rights, also will constitute the
transfer of the Rights associated with the Common Stock represented by such
certificate. As soon as practicable following the Distribution Date, separate
certificates evidencing the Rights ("Right Certificates") will be mailed to
holders of record of the Common Stock as of the close of business on the
Distribution Date and such separate certificates alone will evidence the Rights
from and after the Distribution Date.

The Rights are not exercisable until the Distribution Date. The Rights
will expire at the close of business on May 5, 2007, unless earlier redeemed by
the Company as described below.

The number of shares of Common Stock issuable upon exercise of the Rights
are subject to certain adjustments from time to time in the event of, among
other things, a stock dividend on, or a subdivision or combination of, the
Common Stock. The Exercise Price is subject to adjustment in the event of,
among other things, extraordinary distributions of cash or other property to
holders of Common Stock.

Unless the Rights are earlier redeemed, in the event that, after the time
that a Person becomes an Acquiring Person, the Company were to be acquired in a
merger or other business combination (in which any shares of the Common Stock
are changed into or exchanged for other securities or assets) or more than 50%
of the assets or earning power of the Company and its subsidiaries (taken as a
whole) were to be sold or transferred in one or a series of related
transactions, the Rights Agreement provides that proper provision will be made
so that each holder of record of a Right will from and after such date have the
right to receive, upon payment of the Exercise Price, that number of shares of
common stock of the acquiring company having a market value at the time of such
transaction equal to two times the Exercise Price.

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<PAGE> 99

In addition, unless the Rights are earlier redeemed, in the event that a
person or group, with certain exceptions, becomes the beneficial owner of 10%
or more of the Company's voting stock, the Rights Agreement provides that each
holder of record of a Right, other than the Acquiring Person (whose Rights will
thereupon become null and void), will thereafter have the right to receive,
upon payment of the Exercise Price, that number of shares of the Common Stock
having a market value at the time of the transaction equal to two times the
Exercise Price.

At any time after any person or group becomes an Acquiring Person and
prior to the acquisition by such person or group of 50% or more of the
outstanding voting stock, the Board of Directors of the Company may exchange
the Rights (other than Rights owned by such person or group that will have
become void), in whole or in part, at an exchange ratio of one share of Common
Stock per Right (subject to adjustment).

Fractions of shares of Common Stock that would otherwise be issued upon
exercise or redemption of the Rights may, at the election of the Company, be
evidenced by depositary receipts. The Rights Agreement also provides that the
Company may pay cash in lieu of fractional shares.

At any time on or prior to the close of business on the tenth day after a
public announcement that a person has become an Acquiring Person (or such later
date as may be authorized by the Board of Directors and a majority of the
Continuing Directors (as defined in the Rights Agreement)) , the Company may
redeem the Rights in whole, but not in part, at a price of $.0l per Right (the
"Redemption Price"), payable at the election of the Company in cash or shares
of Common Stock. The Rights may be redeemed after the time that any Person has
become an Acquiring Person only if approved by a majority of the Continuing
Directors. Following the effective time of the redemption of the Rights, the
right to exercise the Rights will terminate and the only right of the holders
of Rights will be to receive the Redemption Price.

For as long as the Rights are then redeemable, the Company may, except
with respect to the redemption price or date of

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<PAGE> 100

expiration of the Rights, amend the Rights in any manner, including an
amendment to extend the time period in which the Rights may be redeemed. At any
time when the Rights are not then redeemable, the Company may amend the Rights
in any manner that does not materially adversely affect the interests of
holders of the Rights as such. Amendments to the Rights Agreement from and
after the time that any Person becomes an Acquiring Person requires the
approval of a majority of the Continuing Directors.

Until a Right is exercised, the holder, as such, will have no rights as a
stockholder of the Company, including, without limitation, the right to vote or
to receive dividends.

A copy of the Rights Agreement has been filed with the Securities and
Exchange Commission as an Exhibit to a Form 8-K dated May 12, 1997. A copy of
the Rights Agreement is available free of charge from the Company. This
summary description of the Rights does not purport to be complete and is
qualified in its entirety by reference to the Rights Agreement, as the same
may be amended from time to time, which is incorporated in this summary
description herein by reference.

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EXHIBIT B

(Form of Right Certificate]

Certificate No. W- ______Rights

NOT EXERCISABLE AFTER MAY 5, 2007 OR EARLIER IF REDEEMED OR CANCELLED. THE
RIGHTS ARE SUBJECT TO REDEMPTION, AT $.0l PER RIGHT, AND CANCELLATION AT THE
OPTION OF THE COMPANY, ON THE TERMS SET FORTH OR REFERRED TO IN THE RIGHTS
AGREEMENT. UNDER CERTAIN CIRCUMSTANCES, RIGHTS BENEFICIALLY OWNED BY AN
ACQUIRING PERSON OR ANY AFFILIATE OR ASSOCIATE THEREOF (AS DEFINED IN THE
RIGHTS AGREEMENT) OR ANY SUBSEQUENT HOLDER OF SUCH RIGHTS SHALL BE NULL AND
VOID AND MAY NOT BE TRANSFERRED TO ANY PERSON.

Right Certificate

THERMADYNE HOLDINGS CORPORATION

This certifies that , or registered
assigns, is the registered owner of the number of Rights set forth above, each
of which entitles the owner thereof, subject to the terms, provisions and
conditions of the Rights Agreement dated as of May 1, 1997, as the same may be
amended from time to time (the "Rights Agreement") between Thermadyne Holdings
Corporation, a Delaware corporation (the "Company"), and BankBoston, N.A., to
purchase from the Company at any time after

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<PAGE> 102

the Distribution Date (as such term is defined in the Rights Agreement) and
prior to 5:00 P.M. (New York City time) on May 5, 2007 at the principal office
of the Rights Agent, or its successors as Rights Agent, in New York, New York,
one share of the Common Stock (the "Common Stock") of the Company at an
exercise price of $150, as the same may from time to time be adjusted in
accordance with the Rights Agreement (the "Exercise Price"), upon presentation
and surrender of this Right Certificate with the Form of Election to Purchase
duly executed.

As provided in the Rights Agreement, the Exercise Price and the number of
shares of Common Stock that may be purchased upon the exercise of the Rights
evidenced by this Right Certificate are subject to modification and adjustment
upon the happening of certain events and, upon the happening of certain events,
securities other than shares of Common Stock, or other property, may be
acquired upon exercise of the Rights evidenced by this Right Certificate, as
provided by the Rights Agreement.

This Right Certificate is subject to all of the terms, provisions and
conditions of the Rights Agreement, which terms, provisions and conditions are
incorporated herein by reference

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and made a part hereof and to which Rights Agreement reference is hereby made
for a full description of the rights, limitations of rights, obligations,
duties and immunities of the Rights Agent, the Company and the holders of
record of the Right Certificates. Copies of the Rights Agreement are on file at
the principal executive office of the Company.

This Right Certificate, with or without other Right Certificates, upon
surrender at the principal office of the Rights Agent, may be exchanged for
another Right Certificate or Right Certificates of like tenor and date
evidencing Rights entitling the holder of record to purchase a like aggregate
number of shares of Common Stock as the Rights evidenced by the Right
Certificate or Right Certificates surrendered shall have entitled such holder
to purchase. If this Right Certificate shall be exercised in part, the holder
shall be entitled to receive upon surrender hereof, another Right Certificate
or Right Certificates for the number of whole Rights not exercised.

Subject to the provisions of the Rights Agreement, the Rights evidenced by
this Certificate may be redeemed by the Company at its option at a redemption
price of $.0l per Right (payable in cash or in shares of Common Stock).

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No fractional shares of Common Stock are required to be issued upon the
exercise or redemption of any Right or Rights evidenced hereby, and in lieu
thereof the Company may cause depositary receipts to be issued and/or a cash
payment may be, made, as provided in the Rights Agreement.

No holder of this Right Certificate, as such, shall be entitled to vote or
receive dividends or be deemed for any purpose the holder of Common Stock or of
any other securities of the Company, which may at any time be issuable on the
exercise hereof, nor shall anything contained in the Rights Agreement or herein
be construed to confer upon the holder hereof, as such, any of the rights of a
stockholder of the Company or any right to vote for the election of directors
or upon any matter submitted to stockholders at any meeting thereof, or to give
or withhold consent to any corporate action or to receive notice of meetings or
other actions affecting stockholders (except as provided in the Rights
Agreement), or to receive dividends or subscription rights, or otherwise, until
the Right or Rights evidenced by this Right Certificate shall have been
exercised as provided in the Rights Agreement.

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This Right Certificate shall not be valid or obligatory for any purpose
until it shall have been countersigned by the Rights Agent.

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WITNESS the facsimile signature of the proper officers of the Company and
its corporate seal. Dated as of ___________________________,19__.

ATTEST: THERMADYNE HOLDINGS
CORPORATION

________________________________ By:____________________________________
Secretary Title:_________________________________

Countersigned:

By: ____________________________
Authorized Signature

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[Form of Reverse Side of Right Certificate]

FORM OF ASSIGNMENT

(To be executed by the registered holder if such
holder desires to transfer the Right Certificates.)

FOR VALUE RECEIVED ______________________________________________________

hereby sells, assigns and transfers unto

_______________________________________________________________________________
(Please print name and address of transferee)

_______________________________________________________________________________

Rights evidenced by this Right Certificate, together with all right, title and
interest therein, and does hereby irrevocably constitute and appoint
_____________________________ Attorney to transfer the within Right Certificate
on the books of the within-named Company, with full power of substitution.

Dated: __________________________,19__

_______________________________________
Signature

Signature Guaranteed:

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Certificate

The undersigned hereby certifies by checking the appropriate boxes that:

(1) this Right Certificate [ ] is [ ] is not being sold, assigned
or transferred by or on behalf of a Person who is or was an Acquiring Person
or an Associate or an Affiliate thereof (as such terms are defined pursuant to
the Rights Agreement); and

(2) after due inquiry and to the best knowledge of the undersigned,
it [ ] did [ ] did not acquire the Rights evidenced by this Right
Certificate from any Person who is, was or subsequently became an Acquiring
Person or an Affiliate or Associate thereof (as such terms are defined pursuant
to the Rights Agreement).

Dated: ________________________,19__ _________________________________
Signature

NOTICE

The signature to the foregoing Assignment and Certificate must correspond
to the name as written upon the face of this Right Certificate in every
particular, without alteration or enlargement or any change whatsoever.

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FORM OF ELECTION TO PURCHASE

(To be executed if registered holder
desires to exercise the Right Certificate.)

TO THERMADYNE HOLDINGS CORPORATION:

The undersigned hereby irrevocably elects to exercise ____________________
Rights represented by this Right Certificate to purchase the shares of Common
Stock issuable upon the exercise of such Rights and requests that certificates
for such share(s) be issued in the name:

Please insert social security
or other identifying number: _________________________________________________

_______________________________________________________________________________
(Please print name and address)

_______________________________________________________________________________

If such number of Rights shall not be all the Rights evidenced by this Right
Certificate, a new Right Certificate for the balance remaining of such Rights
shall be registered in the name of and delivered to:

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Please insert social security
or other identifying number: _________________________________________________

_______________________________________________________________________________
(Please print name and address)

_______________________________________________________________________________

Dated: ___________________________,19__

_______________________________________
Signature
(Signature must conform in all
respects to name of holder as
specified on the face of this Right
Certificate)

Signature Guaranteed:

<PAGE> 1
EXHIBIT 99.2

THERMADYNE HOLDINGS CORPORATION REPORTS RESULTS
FOR QUARTER ENDED MARCH 31, 1997 AND
ADOPTION OF RIGHTS PLAN

ST. LOUIS, Missouri, April 24, 1997 - Thermadyne Holdings Corporation
(NASDAQ: TDHC) today reported sales and EBITDA (earnings before interest,
taxes, depreciation and amortization) from continuing operations for the
quarter ended March 31, 1997 of $117.8 million and $ 24.0 million,
respectively. These amounts are 15.2% and 9.6%, respectively, over the first
quarter 1996 sales and EBITDA of $102.2 million and $21.9 million,
respectively. Included in the quarter ended March 31, 1997, are sales of $6.4
million related to GenSet, which was acquired effective February 1, 1997.

Randall E. Curran, Chairman and Chief Executive Officer stated, "I'm
very pleased with our first quarter results and the solid start to 1997. The
GenSet acquisition provides Thermadyne with an exciting new product line and
its transition into the Thermadyne group of companies is going extremely well.
I'm also very happy with the performance in our international markets,
particularly Asia, where the initiatives we started last year after the
acquisition of CIGWELD continue to gain momentum and are delivering solid
results. During the quarter we also took another significant step toward our
objective of focusing on our core cutting and welding businesses with the
announcement in late February of the sale of the Wear Resistance unit, which is
progressing according to plan."

<PAGE> 2

The Company reported income from continuing operations for the quarter
ended March 31, 1997, of $ 3.9 million ($ 0.35 per share) which compares to a
loss from continuing operations for the quarter ended March 31, 1996, of $20.7
million ($1.93 per share). The loss from continuing operations for the quarter
ended March 31, 1996 included $21.9 million related to the amortization of
goodwill recorded in connection with the Company's 1994 reorganization, which
was fully amortized in 1996. Net income for the three months ended March 31,
1997 was $5.0 million ($0.44 per share), compared to a net loss of $21.9
million ($2.04 per share) for the three months ended March 31, 1996.

The Company additionally announced that its Board of Directors has
adopted a Rights Plan designed to protect stockholders and assure that they
receive fair and equal treatment in the event of any proposed takeover of the
Company.

Terms of the Rights Plan provide for a distribution of one right for
each share of common stock of the Company to holders of record at the close of
business on May 5, 1997. The rights will become exercisable only in the event,
with certain exceptions, a person or group of affiliated or associated persons
accumulates ten percent or more of the Company's outstanding voting stock or
announces an offer, the consummation of which would result in ownership by a
person or group of ten percent or more of the voting stock. Unless earlier
redeemed, the rights will expire on May 5, 2007. Each right will entitle the
holder to buy one share of the Company's Stock at a price of $150 (subject to
adjustment).

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If, after the time a person or group of affiliated or associated
persons, with certain exceptions, acquires ten percent or more of the Company's
outstanding voting stock, the Company is acquired in a merger or other business
combination transaction, each right will entitle its holder to purchase that
number of shares of the acquiring company's common stock that has a market
value equal to twice the right's exercise price.

In addition, if a person or group (with certain exceptions) acquires
ten percent or more of the Company's voting stock, each holder of a right,
other than the ten percent stockholder, also will have the right to receive,
upon payment of the exercise price, that number of shares of the Company's
common stock having a market value equal to two times the exercise price.
Further, at any time after a person or group acquires ten percent or more (but
less than 50%) of the Company's outstanding voting stock, the Board of
Directors may, at its option, exchange part or all of the Rights (other than
Rights held by the acquiring person or group, which will become void) for
shares of the Company's common stock on a one-for-one basis.

The Company generally will be entitled to redeem the rights at one
cent per right (payable, at the option of the Company, in cash or in stock) at
any time until the tenth day following the acquisition by an acquiring person
of a ten percent position in its voting stock.

Commenting on the Rights Plan, Mr. Curran said "The Board of Directors
is not aware of any imminent proposal, hostile or otherwise, to acquire control
of the Company. The Board believes that the Rights Plan represents a sound and
reasonable means of safeguarding the interests of

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stockholders. The Rights Plan seeks to ensure that stockholders realize the
long-term value of their investment. The Rights Plan should encourage anyone
seeking to acquire the Company to treat all stockholders equally and to
negotiate with the Board prior to a takeover attempt."

Details of the Rights Plan will be outlined in materials to be mailed
to stockholders following the May 5, 1997 record date.

Thermadyne, headquartered in St. Louis, Missouri, is a multinational
manufacturer of cutting and welding products.

For more information, contact James H. Tate, Senior Vice President and
CFO, Thermadyne Holdings Corporation, 314/746-2107.

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Thermadyne Holdings Corporation
Results for three months ended March 31, 1997
000's, except share data

<TABLE>
<CAPTION>
THREE MONTHS ENDED
MARCH 31,
1997 1996
------------ ------------
<S> <C> <C>
Net sales $ 117,751 $ 102,233
Income (loss) from continuing operations 3,932 (20,667)
Discontinued operations:
Gains (losses) from discontinued operations 1,036 (1,200)
Net income (loss) 4,968 (21,867)

Weighted average common and common
equivalent shares outstanding 11,309,909 10,719,547

Per common and common equivalent share amounts:
Income (loss) from continuing operations $ 0.35 $ (1.93)
Net income (loss) $ 0.44 $ (2.04)

Earnings before interest, taxes, depreciation
and amortization $ 24,015 $ 21,904
</TABLE>