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