Third Amendment, dated as of November 5, 2019, to Sublease Agreement, dated as of March 29, 2012 and amended as of March 31, 2016 and May 1, 2019, between Tontine Associates, L.L.C. and IES Management ROO, LP (an exhibit to this agreement has been omitted pursuant to Item 601(a)(5) of Regulation S-K. A copy of the omitted exhibit will be furnished to the SEC upon request.)
EX-10.20 2 q42019ex1020.htm EXHIBIT 10.20 Exhibit
THIRD AMENDMENT TO SUBLEASE AGREEMENT
This Third Amendment to Sublease Agreement is entered into as of November 5, 2019 (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”).
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;
WHEREAS, Sublessor has renewed its Lease Agreement for the Lease Premises effective January 1, 2020 for a term expiring on February 28, 2023, and
WHEREAS, the Parties desire to amend the Sublease, effective as of January 1, 2020 (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 three (3) years and two (2) months so that the Sublease Expiration Date shall be February 27, 2023.
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:
Annual Base Rent*
from January 1, 2020 through and including December 31, 2020;
from January 1, 2021 through and including December 31, 2021;
from January 1, 2022 through and including the Sublease Expiration Date.
* 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.Rental Credit: Notwithstanding the terms of Section 2(a), and provided that Sublessee is not in default under this Sublease, Sublessee shall receive a rental credit in the amount of $11,346.75 (the “Credit”), which Sublessee shall apply in one (1) installment of $8,071.88 to pay in part the Base Rent for the first month following the Effective Date (i.e., January 2020) and one (1) installment of $3,274.87 to pay in part the Base Rent for the second month following the Effective Date (i.e., February 2020). The Credit shall abate during any period of a default by Sublessee. In the event Sublessee is in default at any time during this Sublease, any Credit provided shall be negated and recoverable by Sublessor and may be sued for in a non-payment proceeding.
4.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;
5.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.
6.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 Third Amendment as of the day and year first above written.
TONTINE ASSOCIATES, L.L.C., a Delaware limited liability company
By: /s/ Jeffrey L. Gendell
Name: Jeffrey L. Gendell
Title: Managing Member
IES MANAGEMENT ROO, L.P., a Texas limited partnership
By: IES OPERATIONS GROUP, INC., its General Partner
By: /s/ Tracy A. McLauchlin
Name: Tracy A. McLauchlin
Title: President and Treasurer
Tontine 2019 Prime Lease Renewal
Omitted pursuant to Item 601(a)(5) of Regulation S-K. A copy of the omitted exhibit will be furnished to the SEC upon request.
Reconciliation of Amounts Payable by Sublessor Under Lease Renewal and Amounts Payable by Sublessee Under Third Amendment to Sublease Agreement
Aggregate Square Footage
Sublessee Share of Square Footage
Sublessee Square Footage
Annual Fixed Rent Payable by Sublessor before Rent Inclusion Factor
Annual Rent Inclusion Factor
Annual Fixed Rent Payable by Sublessor including Rent Inclusion Factor
Annual Fixed Rent per Square Foot Payable by Sublessor including Rent Inclusion Factor
Sublessee’s % Share of Annual Fixed Rent Payable by Sublessor including Rent Inclusion Factor
Sublessee’s Annual Base Rent Payable under Sublease
Sublessee’s Annual Base Rent per Square Foot Payable under Sublease
Monthly Fixed Rent Payable by Sublessor before Rent Inclusion Factor
Monthly Rent Inclusion Factor
Monthly Fixed Rent Payable by Sublessor including Rent Inclusion Factor
Monthly Fixed Rent per Square Foot Payable by Sublessor including Rent Inclusion Factor
Sublessee’s % Share of Monthly Fixed Rent Payable by Sublessor including Rent Inclusion Factor
Sublessee’s Monthly Base Rent Payable under Sublease
Sublessee’s Monthly Base Rent per Square Foot Payable under Sublease
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 current amendment 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 Third 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.