Attached files
| file | filename |
|---|---|
| EX-32.1 - PC GROUP, INC. | v192982_ex32-1.htm |
| 10-Q - PC GROUP, INC. | v192982_10q.htm |
| EX-31.1 - PC GROUP, INC. | v192982_ex31-1.htm |
| EX-31.2 - PC GROUP, INC. | v192982_ex31-2.htm |
| EX-32.2 - PC GROUP, INC. | v192982_ex32-2.htm |
THIRD
AMENDMENT TO LEASE AGREEMENT
THIS
THIRD AMENDMENT TO LEASE AGREEMENT made this 4th day of
August, 2010, by and
between Asch Enterprises, LLC, a Vermont limited liability company ("Landlord")
and Twincraft, Inc., a Vermont corporation ("Tenant").
WITNESSETH
WHEREAS,
Landlord and Tenant have entered into a Lease Agreement for space in a building
known as 36 River Road, Essex, Vermont dated October 1, 2003, and amendments
thereto dated February 7, 2006 and February 5, 2009 (hereinafter collectively,
"the Lease"), and
WHEREAS,
the parties are desirous of amending certain of the provisions of
the.
NOW
THEREFORE, in consideration of the mutual covenants contained herein, and for
other good and valuable consideration, the receipt and sufficiency of which are
acknowledged hereby, the parties hereby agree that the Lease shall be, and the
same hereby is, amended as follows:
Article 1. Section 3.4 is
hereby added to the Lease:
Section 3.4. Tenant's
Improvement Allowance.
Landlord
grants to Tenant an allowance of Twenty Thousand ($20,000) Dollars (the
"Allowance") for the purpose of making capital improvements (the "Tenant's
Improvements") to the Premises. The Allowance shall be paid to Tenant within
thirty (30) days of the commencement of the Extended Term, as hereinafter
defined. The Tenant's Improvements shall be of a type which are capital in
nature, as reasonably determined using generally accepted accounting principles
and which are affixed to the Premises. Upon completion, Tenant shall provide
Landlord a suitably detailed schedule describing Tenant's
Improvements.
Article 2. Section 3.5 is
hereby added to the Lease:
Section 3.5. Tenant's
Termination Right.
Provided
Tenant is not then in default, all applicable grace and cure periods having
expired, Tenant shall have the right to terminate this Lease during the Extended
Term upon two (2) months prior written notice to Landlord, effective at any time
following the first anniversary of the Extended Term. Any amounts owed as Base
Rent or Additional Rent prior to the date of termination which have not been
paid by Tenant by such termination date shall be paid within ten (10) days after
Tenant's receipt of Landlord's invoice therefor; and Tenant shall pay to
Landlord prior to the effective date of termination a termination fee of One
Hundred Four Thousand Three Hundred Sixty- Two Dollars and Fifty Cents
($104,362.50). Tenant agrees to vacate the Premises as of the effective date of
termination and return the Premises to Landlord in the condition as provided by
the Lease. After the effective date of such termination, the parties shall have
only those rights and duties under this Lease which are intended to survive
expiration of the Lease at the end of the Term.
Article 3. Section 3.6 is
hereby added to the Lease:
Section 3.6. Restoration of
Premises.
Upon
termination of the Lease for any reason, Tenant shall restore the Premises to
its original condition, ordinary wear and tear excepted. In the event Tenant
fails to comply with the foregoing, and Landlord incurs any expense after
termination of the Lease to restore the Premises to such condition, Tenant
agrees to reimburse Landlord within fifteen (15) days of receiving an invoice
for such expenses.
Article 4. The term of the
Lease is hereby extended for a period commencing October 1, 2010 and expiring on
September 30, 2015 (the "Extended Term").
Article 5. The Base Rent
during the Extended Term shall remain as set forth in the Lease.
Article 6. The parties agree
that Section 1.3 of the Lease is hereby deleted, and that Tenant shall have no
further right to use, or license pertaining to, the parking spaces described in
said Section.
Article 7. The parties agree
that the description of the Premises shall be subject to the following easement
and right of ingress and egress, as follows:
The
Premises is a parcel of land located southerly of Route 117 in the Town of
Essex, Vermont, and contains approximately 14.8 acres, being part of Parcel 5
shown on a survey plan (the "Plan") entitled Premises Leased to IBM, Vermont
Route 117, Essex, Vermont, dated July 2, 1979 (latest version May 14, 1981),
prepared by Donald L. Hamlin, Consulting Engineers, incorporated, of record in
Map Book 2B, Page 147 and 2C, Page 237 of the Town of Essex Land Records. The
Premises are subject to an easement solely for emergency pedestrian egress from
the westerly side of the building located on the Premises onto Parcel 4 (as
described in the Plan). The Premises are also subject to a right of way for
ingress and egress for the purpose of obtaining access to the stormwater
detention pond situated on said Parcel 4 for maintenance and repair
purposes.
Article 8. Tenant (Twincraft)
shall have the right of first refusal to accept the assignment of Landlord's
(Asch) option to purchase the Premises as set forth in Article 7 of the Third
Lease Amendment between Pizzagalli Properties, LLC and Asch Enterprises,
LLC. If at any time during the Term, Landlord shall receive a bona fide
offer from a third person for the assignment of the option to purchase the
Premises, which offer the Landlord shall desire to accept, Landlord shall
promptly deliver to Tenant a copy of such offer, and Tenant may, within 45 days
thereafter, elect to accept the assignment of the option to purchase on the same
terms as those set forth in such offer. If Tenant does not accept the
assignment of the option to purchase the Premises within 45 days from receipt of
the offer, Landlord may assign the option to such third person. In the
event Tenant does not accept the assignment of the option to purchase and the
assignment to such third person is not consummated for any reason, the right of
first refusal in favor of Tenant shall be applicable to subsequent
offers.
Article 9. In the event
Landlord exercises its option to purchase the Building pursuant to Article 7 of
the Third Lease Amendment between Pizzagalli Properties, LLC and Asch
enterprises, LLC dated August __, 2010 ("Prime Lease"), Landlord (Asch)
shall provide Tenant (Twincraft) with six (6) months notice of such intent and
Landlord (Asch) shall pay to Tenant (Twincraft) 100% of the benefit(as
hereinafter defined) received by Landlord (Asch) from Pizzagalli as set forth in
Section 7.3 of the Prime Lease. The "Benefit" shall mean an amount equal
to the product of twenty five percent (25%) multiplied by all of the Base
rent actually paid by Asch to Pizzagalli during the Extended Term (as
defined in the Prime Lease) to the date of the Closing set forth in Section 7.5
of the Prime Lease.
Article 10. All of the
aforesaid changes shall be effective as of the date hereof
Article 11. Except as
expressly modified hereby, the Lease shall remain in full force and effect as
originally written.
[SIGNATURE PAGE
FOLLOWS]
