EXHIBIT 10.16
Rolls-Royce North American, Inc.
00000 Xxxxxxxxxx Xxxxxx Xxxxx
Xxxxxxxxx, Xxxxxxxx 00000
Attn: Xxx Xxxxxxxxx
Re: In re World Kitchen, Inc., et al. -
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Sublease Modification Agreement
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Dear Xxx:
As you are aware, World Kitchen, Inc., its parent corporation, WKI
Holding Company, Inc. ("WKI"), and their wholly-owned U.S. subsidiaries
(collectively, the "Debtors") filed voluntary petitions for relief under chapter
11 of the Bankruptcy Code, 11 U.S.C. Sec.Sec. 101-1330 (the "Bankruptcy Code"),
on May 31, 2002. These cases, which are being jointly administered, are
captioned In re World Kitchen, Inc., et al., Case No. 02-B21257, and are pending
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before the Xxxxxxxxx Xxxx X. Xxxxxxxxxxx in the United States Bankruptcy Court
for the Northern District of Illinois (the "Bankruptcy Court"). On December 23,
2003, the Bankruptcy Court entered an order confirming the Second Amended Joint
Plan of Reorganization of World Kitchen, Inc., Its Parent Corporation and Its
Subsidiary Debtors, dated November 15, 2002, as modified (the "Plan"). The
Effective Date of the Plan has not yet occurred and the deadline for its
occurrence under the Plan has been duly and properly extended.
As you are also aware, Rolls-Royce North America, Inc., as sublessor
("Sublessor"), and WKI, as sublessee (collectively with Sublessor, the
"Parties"), are parties to that certain Sublease, dated as of June 21, 2001,
with respect to certain office space in the premises located One Fountain
Square, 00000 Xxxxxxx Xxxxx, Xxxxxx, Xxxxxxxx (as amended through the date
hereof, and incorporating, to the extent applicable, the Lease Agreement between
Reston Town Center Phase I Associates (the "Head Lease Landlord") and Sublessor,
dated September 13, 1989, the "Sublease").
This letter is to confirm the Parties' agreement to modify the
Sublease as follows (collectively, the "Modifications"):
RENT: Sublease rent will be reduced from a current $33.80 per square
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foot to $29.80 per square foot from the first day of the month following WKI's
emergence from bankruptcy. Such reduced rent will be subject to escalation as
currently provided for in the existing Sublease (4% increase effective August 1,
2003 and annually thereafter).
WKI TERMINATION RIGHT: WKI will have a one-time right to terminate
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the Sublease effective July 1, 2005, on 180 days written notice.
SUBLESSOR TERMINATION RIGHT: Effective January 1, 2005, Sublessor
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will have the right to terminate the Sublease as follows:
(a) The Sublessor shall give written notice to WKI of Sublessor's
intent to terminate the Sublease (a "Termination Notice");
(b) WKI shall have the right to make a written offer (the "Offer") to
Sublessor to continue the Sublease (as it may be modified) within 30
days of WKI's receipt of the Termination Notice (the "Offer Period");
(c) If WKI does not make an offer to continue the Sublease prior to
the expiration of the Offer Period, the Sublease shall terminate 180
days after the conclusion of the Offer Period;
(d) If WKI makes an offer to continue the Sublease during the Offer
Period that is accepted by the Sublessor, the Sublease shall continue
in effect on the terms and conditions agreed upon by the parties; and
(e) If WKI makes an offer to continue the Sublease during the Offer
Period that is rejected by the Sublessor, the Sublease shall terminate
180 days after WKI's receipt of written notice of such rejection.
ADDITIONAL DEPOSIT: Sublessor will waive any increases in WKI's
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current deposit based on Section 12 of the Sublease (which provision relates to
violations of the financial covenants contained in WKI's prepetition credit
agreement).
The effectiveness of the Modifications is subject to the following
conditions (collectively, the "Effective Conditions"): (a) the completion of
definitive documentation; (b) the Debtors' emergence from chapter 11 consistent
with the Plan; and (c) written consent of the Head Lease Landlord to the
Modifications, with the reasonable cost of obtaining such approval, if any, to
be paid by WKI.
Upon the occurrence of the Effective Conditions, the Sublease, as
modified, will be deemed assumed in accordance with Article V of the Plan and
section 365 of the Bankruptcy Code. The cure amount to be paid by WKI in
connection with the assumption of the Sublease, as modified, currently is $0.00,
plus any unpaid amounts accruing under the Sublease from the date this Agreement
is executed through the date that the assumption of the Sublease becomes
effective.
The Parties agree that in the event that the Effective Conditions are
not met, (a) WKI may file a motion with the Bankruptcy Court to reject the
Sublease (the "Rejection Motion") with an effective date of rejection no less
than 180 days after the filing of the Rejection Motion; and (b) the Rejection
Motion will be deemed to have been filed prior to the effective date of the
Plan.
Please sign below to indicate your agreement with the foregoing and
return an executed copy of this letter to me at facsimile number (000) 000-0000.
Very truly yours,
/s/ Xxxx X. Xxxxxxxx
ACKNOWLEDGED AND AGREED:
BY: /s/ X.X. Xxxxxxxxx
NAME: X.X. Xxxxxxxxx
TITLE: Corporate Financial Controller
