**Exhibit 10.8**

 

**FIRST AMENDMENT TOLEASE**

 

THIS FIRST AMENDMENT TOLEASE (this “First Amendment”) is entered into effective as of May 1,2004, by and between Alliance Gateway No. 58, Ltd., a Texas limited partnership(“Landlord”) and Victor Equipment Company, a Delaware Corporation (“Tenant”).

 

WI T N E S S E T H  THAT:

 

WHEREAS, Landlord andTenant entered into that certain lease dated September 22, 2003 (the “Lease”);

 

WHEREAS, Landlord andTenant desire to modify certain provisions of the Lease and agree to certainother matters as set forth below.

 

NOW, THEREFORE, for goodand valuable consideration including the amendments stated herein, the receiptand sufficiency of which are hereby acknowledged, the parties hereby agree asfollows:

 

**AGREEMENT**

 

# 1.                                       DefinedTerms.  Except as specified to thecontrary in this First Amendment, all defined terms in the Lease have the samemeanings in this First Amendment.  To theextent that there is any conflict between any provision of the Lease and thisFirst Amendment, this First Amendment shall control.

#  

# 2.                                       Premises.  Effective May 1, 2004, the Premises shall bedeemed to be increased by 64,166 square feet (the “Additional Premises”)and the term “Premises” shall be deemed amended to mean and refer toapproximately 177,666 square feet of area as indicated by the cross-hatchedarea on “Exhibit “A” attached to this First Amendment, situated in theBuilding located or to be located on the Land.

#  

# 3.                                       Tenant’sProportionate Share.  Effective May1, 2004, the term “Tenant’s Proportionate Share” shall be deemed amended tomean and refer to 63.83%, which is the percentage obtained by dividing (i) the177,666 square feet of area in the Premises by (ii) the 278,333 square feet ofarea in the Building.

#  

# 4.                                       BaseRent.  The term “Base Rent” is herebyamended by replacing the definition of Base Rent set forth in the Lease withthe following amounts payable during the time periods indicated:

 

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| ** ** | ** ** | **Monthly**   | ** ** | **Annual**    | ** ** | **Per Square Foot** | ** ** |
|------------|------------|---------------|------------|---------------|------------|---------------------|------------|
| **Months** | ** ** | **Base Rent** | ** ** | **Base Rent** | ** ** | **Per Annum**       | ** ** |
|       |       |          |       |          |       |                |       |
| 1-3        |       | $             | 0.00       |          | $          | 0.00                |       | $ | 0.00 |   PSF |
| 4          |       | $             | 42,184.17  |          | $          | 506,210.00          |       | $ | 4.46 |   PSF |
| 5-63       |       | $             | 65,884.48  |          | $          | 790,613.70          |       | $ | 4.45 |   PSF |

 

(Subjectto adjustments as provided in the Lease)

 

# 5.                                       LeaseholdImprovements.  Landlord shallconstruct leasehold improvements on the Additional Premises in accordance with “ExhibitB” attached to this First Amendment.

#  

# 6.                                       ExcludedProvisions.  Notwithstanding anythingto the contrary herein, “Exhibit C” originally attached to the Lease shall notbe applicable to the Additional Premises.

#  

# 7.                                       Increasein Letter of Credit.  The amount ofthe Letter of Credit is hereby amended and increased to $275,000.00.  Concurrently with its execution hereof,Tenant shall deliver to Landlord the Letter of Credit in the sum of$275,000.00.  Provided that Landlord hasbeen furnished with the Letter of Credit in the sum of $275,000.00, Landlordshall authorize Tenant to cancel the existing Letter of Credit in the sum of$175,000.00 and shall reasonably cooperate with Tenant (without cost toLandlord) in effecting the cancellation of the $175,000.00 Letter of Credit.

#  

# 8.                                       CapCalculation.  Notwithstanding theprovisions of Section 3.B. of the Lease, the initial Cap shall be calculatedbased on the Controllable Expenses incurred during the twelve (12) month periodfrom May 1, 2004 through April 30, 2005.

#  

# 9.                                       General.  Except as herein amended, the Lease shallcontinue in full force and effect, and, as hereby amended, is hereby ratifiedand affirmed.  This First Amendment maybe executed in several counterparts, all of which are identical and all ofwhich counterparts together shall constitute one and the same instrument.  To facilitate execution of this FirstAmendment, the parties may execute and exchange by telephone facsimilecounterparts of the signature pages of this First Amendment.

#  

IN WITNESS WHEREOF, theparties have executed this First Amendment under seal of the date and yearwritten below.

 

EXECUTED BY LANDLORD,this 12th day of May, 2004.

 
|   | **ALLIANCE  GATEWAY NO. 58, LTD.** |
|--------|------------------------------------|
|   | a Texas limited  partnership       |
|   |                               |   |
|   | By:                                | Hillwood Alliance Management, L.P., |
|   |                               | a Texas limited partnership,  its general partner |

 

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|                                                                 |                      | By:    | Hillwood Alliance GP,  LLC,                             |
|----------------------------------------------------------------------|---------------------------|--------|---------------------------------------------------------|
|                                                                 |                      |   | a Texas limited  liability company  its general partner |
|                                                                 |                      |   |
|                                                                 |                      | By:    |                                                    | \s\Michael K. Berry |   |
|                                                                 |                      | Name:  | Michael K. Berry                                        |   |
|                                                                 |                      | Its:   |                                                    | Executive Vice President |   |
|                                                                 |                      |   |                                                    |
| EXECUTED BY TENANT, this       day of May, 2004. |
|                                                                 |                      |   |                                                    |
|                                                                 | VICTOR EQUIPMENT COMPANY, |
|                                                                 | a Delaware corporation    |
|                                                                 |                      |
|                                                                 |                      | By:    |                                                    | \s\ James H. Tate |   |
|                                                                 |                      | Name:  | James H. Tate                                           |   |
|                                                                 |                      | Its:   |                                                    | Sr. Vice President & CFO |   |
|                                                                      |                           |        |                                                         |  |  |  |

 

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