AMENDMENT TO LEASE
Exhibit
10.20
NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Landlord and Xxxxxxx agree as follows:
AMENDMENT
TO LEASE
THIS
AMENDMENT TO LEASE (the amendment) is made as of the 30th day of November 2005
by and between MICHIGAN PLAZA LLC, a Delaware limited liability company
(hereinafter referred to as "Landlord") and TALK AMERICA INC., a Pennsylvania
corporation (hereinafter referred to as "Tenant");
WITNESSETH:
WHEREAS,
Landlord's predecessor-in-interest (BTS Owners LLC) and Tenant entered into
a
Lease dated as of July 1, 2003 the lease) pursuant to which Tenant is leasing
4,753 square feet of Rentable area on the 42nd floor (the Existing Premises)
of
the building (the Building) located at 000 Xxxxx Xxxxxxxx Xxxxxx, Xxxxxxx,
Xxxxxxxx; capitalized terms not specifically defined herein shall have the
meaning ascribed to such terms in the Lease; and
WHEREAS,
Tenant wishes to expand the leased premises and extend the Term of the Lease
and
Landlord desires to accommodate Tenant;
NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Landlord and Xxxxxxx agree as follows:
1.
Extension of Initial Term. The term of the Lease is hereby extended to August
31, 2009 and accordingly the defined term "Termination Date" as used in the
Lease in amended to be August 31, 2009.
2.
Additional Premises. As of February 1, 2006 (the "Effective date") Landlord
hereby leases to Xxxxxxx and Xxxxxxx hereby accepts from Landlord the 1,460
square feet of Rentabel Area on the 42nd floor of the Building depicted on
Exhibit A attached hereto and made apart hereof (them "Additional Premises")
for
a term commencing on the Effective Date and terminating on the Termination
date.
From and after the Effective Date the Premises shall consist of both the
Existing Premises and the Additional Premises, constituting 6,213 square feet
of
Rentable Area in the aggregate. From and after the effective date, all
references to the Premises ion the lease shall be deemed to refer to the
Existing Premises and the Additional Premises.
3.
Possession of the Additional Premises.
a.
Possession of the Additional Premises shall be tendered to Tenant by Landlord
in
their "as-is" condition upon full execution of this Amendment. The Tenant's
taking possession of any portion of the Additional Premises shall be conclusive
evidence that such portion of the Additional Premises was in good order and
satisfactory condition when the Tenant took possession. NO promise of the
Landlord to construct, alter, remodel or improve the Premises or the Building
and no representation by Landlord or its Agents respecting the condition of
the
Additional Premises have been made to Tenant or relied upon by Tenant other
than
as may be contained in this Amendment to the Lease.
b.
Tenant
shall perform any construction or renovations in the Additional Premises in
accordance with the terms of the Tenant Work Letter attached to the Lease as
is
such Tenant Work Letter were attached to this Amendment and incorporated herein,
except that the Allowance shall be $51,100.00 rather than the amount set forth
in the Tenant Work letter. In addition, Landlord will pay Xxxxxxxxx Xxxxxx
Xxxxxx Architects up to $116.80 for the preparation of a preliminary space
plan
and $58.40 for one revision thereto. Tenant may allocate up to $7300.00 of
any
unused portion of the Allowance to the next Rent due under the Lease for the
Additional Premises. Notwithstanding anything herein or in the Lease to the
contrary, Tenant shall cause the electricity for the Additional Premises to
be
metered together with the electricity for the Existing Premises.
c.
Tenant's obligation to pay Rent for the Additional premises shall commence
on
the Effective date even if Tenant's work (as defined in the Tenant Work letter)
shall not be completed. Under no circumstances shall the occurrence of any
of
the events described in this Section 3 be deemed to accelerate or defer the
Termination Date. If Tenant takes possession of any portion of the Additional
Premises prior to the effective date, such possession shall be pursuant to
all
of the terms, covenants and conditions of the Lease, excluding the obligation
to
pay Base Rent and Additional Rent for the Additional Premises.
4.
Rent.
Schedule 1 to the lease shall be superseded by Schedule 1 attached hereto and
made a part hereof. As of the Effective Date, Tenant's Proportionate Share
for
purposes of determining for purposes of determining taxes and operating expenses
payable by tenant under the Lease shall be 0.639% (rater than 0.489%). Provided
Tenant is not in default under the Lease and subject to the terms of Section
22
of the Lease, the two (2) monthly installments of Base Rent and Additional
Rent
for February, 2006 and March 2006 for the Existing premises (and only the
Existing premises) shall be abated in full and not payable by
Tenant.
5.
Miscellaneous. The preambles to this Amendment are incorporated into the body
of
this Amendment as if restated herein.
6.
Governing Law. Interpretation of this Amendment shall be governed by the laws
of
the state of Illinois.
7.
No
Other
Consideration. The mutual obligations of the parties as provided herein are
the
sole consideration for this Amendment and no representations, promises or
inducements have been made by the parties other than as appear in this
Amendment. This Amendment may not be amended except in writing signed by both
Parties.
8.
Brokers.
Tenant represents And warrants to Landlord that neither it nor its officers
or
agents nor anyone acting on its behalf has dealt with any real estate broker,
other than MB real estate services LLC ("MB") and The Xxxx Xxxx Company ("Buck")
in the negotiation or making of this Amendment, and Tenant agrees to indemnify
and hold harmless Landlord from any and all claims, liability, costs and
expenses (including attorney fees) incurred as a result of any inaccuracy in
the
foregoing representation and warranty. Landlord represents and warrants to
Tenant that neither it nor its officers or agents nor anyone acting on its
behalf has dealt with any real estate broker, other than MB and buck, in the
negotiation or making of this Amendment and Landlord agrees to indemnify and
hold harmless Tenant from any and all claims, liability, costs and expenses
(including attorneys' fees) incurred as a result of any inaccuracy in the
foregoing representation and warranty. Landlord shall pay all of the commissions
due to MB and Buck.
9.
Full
Force and Effect. Except as modified herein the lease is hereby ratified and
confirmed and the terms, covenants, conditions and agreements therein contained
remain in full force and effect.
IN
WITNESS WHEREOF, the parties executed this Amendment as of the day and year
first written above.
LANDLORD
MICHIGAN
PLAZA LLC, a Delaware limited liability company
By:
/s/ Xxxx Xxxxxx
Name:
Xxxx Xxxxxx
Title:
Vice President
Talk
America Inc.
By:
/s/ Xxxxxxxx X. Lawn IV
Name: Xxxxxxxx X. Lawn IV
Name: Xxxxxxxx X. Lawn IV
Title:
EVP - General Counsel
EXHIBIT
A
ADDITIONAL
PREMISES
SCHEDULE
1
BASE
RENT
Existing
Premises (4,753 rentable square feet)
|
Period
|
Annual
Per Square Foot Base Rate
|
Monthly
Base Rate
|
Annual
Base Rent
|
|
Rent
Commencement Date - May 31, 2004
|
$17.25
|
$1,765.25
|
$21,183.00
|
|
June
1,2004 -May 31, 2004
|
$17.25
|
$7,030.48
|
$84,365.75
|
|
June
1, 2005 -May 31, 2006
|
$18.25
|
$7,228.52
|
$84,365.75
|
|
June
1, 2006 - may 31, 2007
|
$18.75
|
$7,426.56
|
$89118.75
|
|
June
1, 2007 - May 31, 2008
|
16.00
|
6337.33
|
76048.00
|
|
June
1, 2008 - May 31, 2009
|
16.50
|
6,535.38
|
78,424.50
|
|
June
1, 2009 - August 31, 2009
|
17.00
|
6,733.42
|
80,801.00
|
BASE
RENT
Additional
Premises (1,460 square feet)
|
Period
|
Annual
Per Square Foot Base Rate
|
Monthly
Base Rate
|
Annual
Base Rent
|
|
February
1, 2006 - May 31, 2006
|
$15.00
|
$1,825.00
|
$21,900.00
|
|
June
1,2006 -May 31, 2007
|
$15.50
|
$1,885.83
|
$22,630.00
|
|
June
1, 2007 -May 31, 2008
|
$16.00
|
$1,946.67
|
$23,360.00
|
|
June
1, 2008 - may 31, 2009
|
$16.50
|
$2,007.50
|
$24,090.00
|
|
June
1, 2009- August 1, 2009
|
17.00
|
2068.33
|
24820.00
|
