Exhibit 10.8


 


FIRST AMENDMENT TO
LEASE


 


THIS FIRST AMENDMENT TO
LEASE (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”).


 


W
I T N E S S E T H  THAT:


 


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


 


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


 


NOW, THEREFORE, for good
and valuable consideration including the amendments stated herein, the receipt
and sufficiency of which are hereby acknowledged, the parties hereby agree as
follows:


 


AGREEMENT


 


1.                                       Defined
Terms.  Except as specified to the
contrary in this First Amendment, all defined terms in the Lease have the same
meanings in this First Amendment.  To the
extent that there is any conflict between any provision of the Lease and this
First Amendment, this First Amendment shall control.


 


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


 


3.                                       Tenant’s
Proportionate Share.  Effective May
1, 2004, the term “Tenant’s Proportionate Share” shall be deemed amended to
mean and refer to 63.83%, which is the percentage obtained by dividing (i) the
177,666 square feet of area in the Premises by (ii) the 278,333 square feet of
area in the Building.


 


4.                                       Base
Rent.  The term “Base Rent” is hereby
amended by replacing the definition of Base Rent set forth in the Lease with
the following amounts payable during the time periods indicated:


 





















 


	
   

  	
   

  	
  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

  



 


(Subject
to adjustments as provided in the Lease)


 


5.                                       Leasehold
Improvements.  Landlord shall
construct leasehold improvements on the Additional Premises in accordance with “Exhibit
B” attached to this First Amendment.


 


6.                                       Excluded
Provisions.  Notwithstanding anything
to the contrary herein, “Exhibit C” originally attached to the Lease shall not
be applicable to the Additional Premises.


 


7.                                       Increase
in Letter of Credit.  The amount of
the 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 has
been furnished with the Letter of Credit in the sum of $275,000.00, Landlord
shall authorize Tenant to cancel the existing Letter of Credit in the sum of
$175,000.00 and shall reasonably cooperate with Tenant (without cost to
Landlord) in effecting the cancellation of the $175,000.00 Letter of Credit.


 


8.                                       Cap
Calculation.  Notwithstanding the
provisions of Section 3.B. of the Lease, the initial Cap shall be calculated
based on the Controllable Expenses incurred during the twelve (12) month period
from May 1, 2004 through April 30, 2005.


 


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


 


IN WITNESS WHEREOF, the
parties have executed this First Amendment under seal of the date and year
written 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

  



 


2





















 


	
   

  	
   

  	
  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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