Exhibit 10.1
SIXTH AMENDMENT TO LEASE
This Sixth Amendment to Lease (this “Sixth Amendment”) is entered into as of October 10, 2022, by and between ILPT NEWTON IOWA LLC, a Delaware limited liability company (“Landlord”) and TPI IOWA, LLC, a Delaware limited liability company (“Tenant”).
W I T N E S S E T H:
WHEREAS, Opus Northwest, L.L.C. (“Original Landlord”) and Tenant entered into that certain Net Lease Agreement dated November 13, 2007, as amended by that certain First Amendment to Net Lease Agreement dated July 26, 2008 (collectively, the “Original Lease”) for certain premises (the “Demised Premises”) located at 2300 North 33rd Avenue East, Newton, Iowa; and
WHEREAS, Blue Dog LLC succeeded to the interest of Original Landlord under the Original Lease and with Tenant entered into that certain Second Amendment to Lease dated as of May 11, 2010 (the Original Lease, as so amended, being hereinafter referred to as the “Amended Lease”); and
WHEREAS, SIR Properties Trust succeeded to the interest of Blue Dog LLC under the Amended Lease and with Tenant entered into that certain Third Amendment to Lease dated as of August 2, 2016 (the Amended Lease, as so amended, collectively the “Agreement”); and
WHEREAS, ILPT Newton Iowa LLC, a Maryland limited liability company (“Interim Landlord”) succeeded to the interest of SIR Properties Trust under the Agreement and with Tenant entered into that certain Fourth Amendment to Lease dated as of August 6, 2020 and that certain Fifth Amendment to Lease (“Fifth Amendment”) dated as of August 16, 2021 (the Agreement as so amended, the “Lease”); and
WHEREAS, Interim Landlord filed those certain Articles of Conversion with the Maryland Department of Assessments and Taxation on January 31, 2022 and that certain Certificate of Conversion with the Delaware Secretary of State on January 31, 2022, and thereby converted into Landlord; and
WHEREAS, Landlord and Tenant wish to amend the Lease to extend the term thereof for ten (10) years beyond its current scheduled expiration of January 31, 2023 and in certain other respects, subject to and upon the terms and conditions hereinafter provided; and
WHEREAS, TPI Composites, Inc., f/k/a LCSI Holding, Inc. (“Guarantor”) executed and delivered that certain Guaranty of Lease dated November 13, 2007 (the “Guaranty”), and Guarantor, as an inducement to Landlord to enter into this Sixth Amendment, has agreed to join in this Sixth Amendment for the purpose of confirming the continuation of the Guaranty.
NOW, THEREFORE, in consideration of the foregoing and for other consideration, the receipt and sufficiency of which are hereby acknowledged, Landlord and Tenant agree that the Lease is hereby amended as follows:
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Dates | Basic Rent (per annum) | Monthly Installment |
2/1/23 – 1/31/24 | $1,656,004.00 | $138,000.33 |
2/1/24 – 1/31/25 | $1,705,684.12 | $142,140.34 |
2/1/25 – 1/31/26 | $1,756,854.64 | $146,404.55 |
2/1/26 – 1/31/27 | $1,809,560.28 | $150,796.69 |
2/1/27 – 1/31/28 | $1,863,847.09 | $155,320.59 |
2/1/28 – 1/31/29 | $1,919,762.50 | $159,980.21 |
2/1/29 – 1/31/30 | $1,977,355.38 | $164,779.62 |
2/1/30 – 1/31/31 | $2,036,676.04 | $169,723.00 |
2/1/31 – 1/31/32 | $2,097,776.32 | $174,814.69 |
2/1/32 – 1/31/33 | $2,160,709.61 | $180,059.13 |
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IN WITNESS WHEREOF, the parties hereunto have executed this Sixth Amendment as of the date first written above.
LANDLORD:
ILPT NEWTON IOWA LLC
By: The RMR Group LLC, its agent
By: /SJ v/s/ Jennifer F. Francis F/
Jennifer F. Francis
Executive Vice President
TENANT:
TPI IOWA, LLC
By: /v /s/ William E. Siwek
William Siwek
Chief Executive Officer
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Joinder
Reference is made to the Guaranty of Tenant’s obligations under the Lease dated November 13, 2007, as amended, by Guarantor. Guarantor confirms that (i) all references in such Guaranty to the word “Lease” shall mean the Lease, as defined therein, as amended through the Sixth Amendment to Lease to which this Joinder is attached, (ii) Guarantor is in receipt of a correct and complete copy of the Lease as amended through the Sixth Amendment to Lease, (iii) Guarantor will receive material value and benefits from the Lease as amended through the Sixth Amendment to Lease, and (iv) the Guaranty, as amended hereby, is in full force and effect and Guarantor hereby ratifies and affirms the Guaranty.
IN WITNESS WHEREOF, the undersigned has executed this Joinder as of the date first written above.
GUARANTOR:
TPI Composites, Inc.
By: v/s/ William E. Siwek T/
William Siwek
Chief Executive Officer
Duly authorized
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