Exhibit 10.2
FIRST AMENDMENT TO AMENDED AND RESTATED
INDUSTRIAL REAL PROPERTY LEASE
THIS FIRST AMENDMENT TO AMENDED AND
RESTATED INDUSTRIAL REAL PROPERTY LEASE (the “ First
Amendment ”) made as of August 1, 2007, by and
between 2800 AIRPORT ROAD LIMITED PARTNERSHIP, a Texas
limited partnership, (“ Landlord ”), whose
address is care of First American Realty, Inc., 100 Central Street,
P.O. Box 646, Worcester, Massachusetts 01613-0646, successor in
interest to NATIONAL WAREHOUSE INVESTMENT COMPANY (the
“ Original Landlord ”), and VICTOR EQUIPMENT
COMPANY, a Delaware corporation (“ Tenant
”), whose address is 16052 Swingley Ridge Road, St. Louis,
Missouri 63017.
W
I T N E S S E T H:
WHEREAS, the Original Landlord and
Tenant entered into that Amended and Restated Industrial Real
Property Lease dated as of August 11, 1988, (the “
Lease ”) covering the entire building (consisting of
approximately 235,419 square feet of rentable space) located at
2800 Airport Road, Denton, Texas, together with the parcels on
which the building is located;
WHEREAS, the Lease is evidenced by a
Memorandum of Lease filed in the Official records of Denton, Texas
on June 7, 1988 in Volume 2390, Page 240;
WHEREAS, the property leased to
Tenant pursuant to the Lease was purchased by Landlord as of
December 7, 2004 and Landlord is now the Landlord under the
Lease;
WHEREAS, Tenant extended the Lease
Term in accordance with the applicable provisions of the Lease for
an initial five (5) year Extension Period ending on
June 30, 2008;
WHEREAS, Landlord and Tenant have
agreed to (a) provide for a second extension period of seven
(7) years commencing as July 1, 2008 at an agreed-upon
Base Monthly Rent; (b) provide for two (2) additional
five (5) year Extension Periods under the Lease and
(c) to make certain other revisions to the Lease;
NOW, THEREFORE, in consideration of
the agreements contained herein and for other good and valuable
consideration, the receipt and sufficiency of which are hereby
acknowledged, Landlord and Tenant agree as follows:
1. Landlord Party.
Tenant acknowledges and agrees that as of December 7, 2004 all
references to Landlord in the Lease refer to 2800 Airport Road
Limited Partnership, a Texas limited partnership, whose address is
care of First American Realty, Inc., 100 Central Street, P.O. Box
646, Worcester, Massachusetts 01613-0646.
2. Notice Addresses. It
is acknowledged and agreed that the addresses of Landlord and
Tenant for the giving of notices pursuant to Section 16.7 of
the Lease shall be, until a further change in address by written
notice of a party, as follows:
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| Landlord: |
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2800 Airport Road
Limited Partnership
c/o First American Realty, Inc.
100 Central Street, P.O. Box 646
Worcester, MA 01613-0646
[Phone: (508) 798-8844]
[Fax: (508) 756-4080]
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| Tenant: |
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Victor Equipment
Company
c/o Thermadyne Holdings Corporation
Attn: General Counsel
16052 Swingley Ridge Road, Suite 300
St. Louis, MO 63017
[Phone (636) 728-3133]
[Fax: (636) 728-3010]
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3. Exercise of Second
Extension Period. Tenant hereby irrevocably exercises its
option to extend the Lease Term for the Second Extension Period and
Landlord acknowledges that the Lease Term is hereby extended for
the Second Extension Period.
4. Amendment of Certain
Lease Provisions. The Lease is amended as follows:
(a) Section 1.1 (c) of
the Lease is amended to read in its entirety as follows:
“CPI Adjustment Date.
The term “CPI Adjustment Date” shall mean the following
dates: (a) that date 121 months after the first day of
the first full calendar month following the Commencement Date;
(b) the first day of the First Extension Period; (c) the
first day of the Third Extension Period; and (d)&
