Fourth Amendment, dated as of December 15, 2022, to Sublease Agreement, dated as of March 29, 2012 and amended as of March 31, 2016, May 1, 2019 and November 5, 2019, between Tontine Associates, L.L.C. and IES Management ROO, LP

EX-10.12 3 q42023ex1012.htm EX-10.12 Document

FOURTH AMENDMENT TO SUBLEASE AGREEMENT

This Fourth Amendment to Sublease Agreement is entered into as of December 15, 2022 (the “Sublease Amendment”), by and between TONTINE ASSOCIATES, LLC, having an office at One Sound Shore Drive, Suite 304, Greenwich, Connecticut 06830 (the “Sublessor”), and IES MANAGEMENT ROO, LP, sharing office space with Sublessor (the “Sublessee” and, together with the Sublessor, the “Parties”).

RECITALS

WHEREAS, the Sublessor and IES SHARED SERVICES, INC. (the “Original Sublessee”), are parties to a Sublease dated March 29, 2012 (“Original Sublease”), for a portion of the premises (the “Subleased Premises”) located at One Sound Shore Drive, Suite 304, Greenwich, Connecticut 06830 (the “Lease Premises”), which is leased by Sublessor from Sound Shore Partners LLC pursuant to a Lease Agreement (the “Lease Agreement”);

WHEREAS, the Original Sublease expired on March 31, 2016 and (i) was amended by that certain First Amendment to the Original Sublease dated April 1, 2016 between the Sublessor, Original Sublessee and Sublessee (the “First Amendment”), pursuant to which the Original Sublease was novated with respect to the Original Sublessee, and the Sublessee was substituted in place of the Original Sublessee under the Sublease, and the lease term was extended to June 30, 2019, and (ii) was further amended by that certain Second Amendment to the Original Sublease dated May 1, 2019 (the “Second Amendment” and, together with the First Amendment and the Original Sublease, the “Sublease”), pursuant to which, the lease term was further extended to December 31, 2019, and (iii) was further amended by that certain Third Amendment to the Original Sublease dated November 5, 2019 (the “Third Amendment” and, together with the Second Amendment, the First Amendment and the Original Sublease, the “Sublease”), pursuant to which, the lease term was further extended to February 28, 2023;

WHEREAS, Sublessor has renewed its Lease Agreement for the Lease Premises effective March 1, 2023 for a term expiring on August 31 2024, and

WHEREAS, the Parties desire to amend the Sublease, effective as of March 1, 2023 (the “Effective Date”), as set forth below to extend the term of the Sublease and to reflect the new lease rates therein of the Subleased Premises.

NOW THEREFORE, in consideration for the mutual and reciprocal promises contained herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties hereby agree to amend the Sublease as follows:

All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Sublease.

1.Term. The Term of the Sublease shall be extended for one (1) years and six (6) months so that the Sublease Expiration Date shall be August 31, 2024.

2.Base Rent. As of the Effective Date, the first paragraph of Section 2.1 of the Sublease is hereby deleted and the following is inserted in its place:

(a) Base Rent. As of the Effective Date and continuing thereafter on the first day of each and every calendar month during the term of this Sublease, Sublessee shall pay to Sublessor, as base rent for the Subleased Premises, monthly rent (exclusive of any Additional Rent pursuant to and in accordance with Article 2.2 of the Original Sublease) (the “Base Rent”) for each calendar month or portion thereof during the Term of this Sublease as follows:


Period	Annual Base Rent*	Monthly Installment*
from March 1, 2023 through and including February 29, 2024;	$105,718.54	$8,809.88
from March 1, 2024 through and including the Sublease Expiration Date.	$105,718.54	$8,809.88

* See Exhibit B for a reconciliation of these amounts to amounts payable by Sublessor under renewed Lease Agreement.

(b) Additional Rent. Sublessee shall continue to pay the Additional Rent due and owing under the Sublease pursuant to and in accordance with Article 2.2 of the Original Sublease.

3.Sublessor Representations and Warranties.

(a) Sublessor hereby represents and warrants to Sublessee the following:

(i)attached hereto, marked Exhibit A is a true, complete, and correct copy of the Prime Lease;

(ii)the Prime Lease is in full force and effect and has not been amended or modified except as expressly set forth in Exhibit A;

4.This Amendment may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

5.All other terms and conditions of the Sublease shall remain the same and in full force and effect.

SIGNATURE PAGE FOLLOWS

IN WITNESS WHEREOF, Sublessor and Sublessee have duly executed this Fourth Amendment as of the day and year first above written.

SUBLESSOR:
TONTINE ASSOCIATES, L.L.C., a Delaware limited liability company

By: /s/ JEFFREY L. GENDELL

Name: Jeffrey L. Gendell
Title: Managing Member

SUBLESSEE:
IES MANAGEMENT ROO, L.P., a Texas limited partnership

By: IES OPERATIONS GROUP, INC., its General Partner

By: /s/ TRACY A. MCLAUCHLIN____

Name: Tracy McLauchlin
Title: President and Treasurer

Exhibit A

Tontine 2019 Prime Lease Renewal

Exhibit B

(to IES Fourth Amendment to Sublease)

Reconciliation of Amounts Payable by Sublessor Under Lease Renewal and Amounts Payable by Sublessee Under Third Amendment to Sublease Agreement


	3/1/23-2/29/24	3/1/24-8/31/24
Aggregate Square Footage	3,690	3,690
Sublessee Share of Square Footage	60%	60%
Sublessee Square Footage	2,214	2,214

Annual Fixed Rent Payable by Sublessor before Rent Inclusion Factor	$ 166,050.00	$ 166,050.00 (83,025.00 for 6-month period)
Annual Rent Inclusion Factor	10,147.50	10,147.50
Annual Fixed Rent Payable by Sublessor including Rent Inclusion Factor	$ 176,197.50	$ 176,197.50
Annual Fixed Rent per Square Foot Payable by Sublessor including Rent Inclusion Factor	$47.75	$47.75

Sublessee’s % Share of Annual Fixed Rent Payable by Sublessor including Rent Inclusion Factor	60%	60%
Sublessee’s Annual Base Rent Payable under Sublease	$ 105,718.50	$ 105,718.50
Sublessee’s Annual Base Rent per Square Foot Payable under Sublease	$47.75	$47.75

Monthly Fixed Rent Payable by Sublessor before Rent Inclusion Factor	$ 13,837.50	$ 13,837.50
Monthly Rent Inclusion Factor	845.62	845.62
Monthly Fixed Rent Payable by Sublessor including Rent Inclusion Factor	$ 14,683.12	$ 14,683.12
Monthly Fixed Rent per Square Foot Payable by Sublessor including Rent Inclusion Factor	$3.98	$3.98

Sublessee’s % Share of Monthly Fixed Rent Payable by Sublessor including Rent Inclusion Factor	60%	60%
Sublessee’s Monthly Base Rent Payable under Sublease	$ 8,809.88	$ 8,809.88
Sublessee’s Monthly Base Rent per Square Foot Payable under Sublease	$3.98	$3.98

______________________

Note: “Rent Inclusion Factor” is that part of the Fixed Rent payable by Sublessor under Lease Agreement allocable to the provision of electrical energy. In the original Lease Agreement and first three amendments thereto, the Fixed Rent was stated on a basis including the Rent Inclusion Factor. In the fourth and the current amendments to the Lease Agreement, the Fixed Rent is stated on a basis before the Rent Inclusion Factor, with the Rent Inclusion Factor identified separately. In the Original Sublease and prior amendments, Sublessee’s Base Rent is based on a certain percentage of Sublessor’s Fixed Rent including the Rent Inclusion Factor. In this Fourth Amendment to Sublease Agreement, Sublessee’s share of the Fixed Rent is stated as a percentage of the Fixed Rent including the Rent Inclusion Factor, consistent with the Original Sublease and prior amendments.