Item 1.01. Entry into a Material Definitive Agreement.
On
Pursuant to the Lease Agreement, the Company will lease the Corporate Facilities
for a 10-year term from
The annual base rent payable under the Lease Agreement for the initial 12 months of the first Extension Term (if exercised by the Company) will be adjusted so as to equal the Fair Market Rent (as defined in the Lease Agreement), as mutually determined by the Landlord and the Company; provided, however, that in no event will the annual base rent for the initial 12 months of the first Extension Term be less than the annual base rent payable for the last 12 months of the Initial Term. The annual base rent payable under the Lease Agreement for each succeeding 12-month period of the first Extension Term (and the second Extension Term, if exercised by the Company) will equal 102% of the annual base rent in effect for the immediately preceding 12-month period.
Pursuant to the Lease Agreement, the Company will also be responsible for all of the Corporate Facilities' operating expenses, including property taxes, incurred during the Initial Term and any Extension Term.
The Lease Agreement and the transactions contemplated thereby were approved and recommended to the Company's Board of Directors by a Special Committee of the Board of Directors, consisting solely of disinterested, independent directors, that was formed to consider purchase, lease and other alternatives available to the Company in connection with the scheduled expiration of the prior lease with the Landlord relating to the Corporate Facilities. The Lease Agreement and the transactions contemplated thereby were also approved by the Audit Committee of the Company's Board of Directors.
The foregoing description of the terms and conditions of the Lease Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Lease Agreement, a copy of which is filed as Exhibit 10.1 hereto and incorporated herein by reference.
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Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. Exhibit Incorporated by Reference or No. Description Filed/Furnished Herewith 10.1 Lease Agreement, dated Filed herewith. December 30, 2019, between the Company and Beacon Investment Corporation. 104 Cover Page Interactive Data File Filed herewith. - the cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document included as Exhibit 101.
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