exv10w1






Exhibit 10.1




FIFTH AMENDMENT TO LEASE




     THIS AGREEMENT is made this 19th day of May, 2008 by and between NEWTOWER TRUST COMPANY
MULTI-EMPLOYER PROPERTY TRUST, a trust organized under 12 C.F.R. Section 9.18 (“Landlord”), and THE
MANAGEMENT NETWORK GROUP, INC., a Delaware corporation (“Tenant”).



Recitals




     Under date of April 23, 1998, a predecessor of Landlord entered into a written lease with
Tenant for certain office premises (the “Premises”) located within Landlord’s building (the
“Building”) located at 7300 College Boulevard, Overland Park, Kansas, as more particularly
described in such lease. Under date of May 11, 1999 (the “First Amendment”), May 30, 2000 (the
“Second Amendment”), August 30, 2005 (the “Third Amendment”) and July 10, 2007 (the “Fourth
Amendment), the parties or their predecessors entered into amendments to said lease. Said lease,
as amended, is hereinafter referred to as the “Lease”. The term of the Lease expires on August 31,
2010. Landlord and Tenant now desire to further amend the Lease as more particularly set forth
herein.



Agreement




     In consideration of the foregoing, the covenants and agreements hereinafter contained and
other good and valuable consideration, the receipt of which is acknowledged, the parties hereto
agree as follows:



     1. Commencing on the Effective Date (as herein defined), the Premises demised under the Lease
shall be enlarged by adding thereto approximately 3,961 rentable square feet of floor area on the
third floor of the Building (the “Fifth Additional Space”), as shown on the floor plan attached
hereto as Exhibit A. From and after the Effective Date, the Fifth Additional Space shall
be included as a portion of the Premises demised pursuant to the Lease and shall be subject to all
of the terms, covenants and provisions of the Lease, as modified and amended herein. With the
inclusion of the Fifth Additional Space, the Premises shall comprise approximately 10,436 rentable
square feet of floor area.



     2. On or before the Effective Date, Landlord shall undertake and substantially complete the
work of remodeling and reconditioning the Fifth Additional Space and the Premises in accordance
with the space plan attached hereto as Exhibit B (“Landlord’s Work”). All such work shall
be performed in a good and workmanlike order in compliance with all building codes and regulations.
Tenant agrees to cooperate with Landlord in the performance of Landlord’s Work, and Tenant agrees
that if any such work inconveniences Tenant or disrupts business operations in the Premises,
Landlord shall not be liable therefor nor shall the same constitute an actual or constructive
eviction of Tenant or entitle Tenant to any deduction or offset in the payment of rent and other
charges due and payable under the Lease, as amended herein, provided, however, Landlord shall use
reasonable efforts to minimize disruption of Tenant’s normal business operations in the Premises.
By occupying the Fifth Additional Space, Tenant shall thereby conclusively be deemed to have
accepted the work performed by Landlord and acknowledged that the Fifth Additional Space is in the
condition required by this Agreement except for any punch list of unsatisfactory items of which
Tenant gives written notice to Landlord within ten (10) days after delivery of possession of the
Fifth Additional Space to Tenant. Landlord agrees to pay the cost of Landlord’s Work to the extent
such cost shall not exceed $79,220.00 ($20.00 per rentable square foot in the Fifth Additional
Space) (the “Allowance”). In the event that the cost of Landlord’s Work exceeds the Allowance,
then Tenant shall pay such excess to Landlord within ten (10) days after Landlord’s statement
therefor. The cost of Landlord’s Work shall include architectural fees and costs of working
drawing and a construction management fee of five percent (5%) of the total cost of the work. As
used herein, the “Effective Date” means the date upon which the Landlord’s Work shall be
substantially completed and



 









 







Landlord has obtained a temporary or permanent certificate of occupancy for the Fifth
Additional Space or other evidence permitting occupancy of the Fifth Additional Space by Tenant.
Each party agrees, at the request of the other, to execute and deliver an instrument confirming the
actual Effective Date when determined. The Effective Date is anticipated to be on or about June 1,
2008. Tenant shall be responsible for Landlord’s cost, including lost rent, arising out of any
delays in completion of Landlord’s Work caused by Tenant.



     3. The Lease Term is hereby extended for one additional period (the “Extension Period”) of
three (3) years commencing on September 1, 2010 and ending on August 31, 2013. Except as expressly
herein provided, such extension of the Lease Term shall be upon all of the same terms, covenants,
provisions and conditions as contained in the Lease, as amended herein.



     4. Commencing on the Effective Date and continuing thereafter until the expiration of the
Lease Term, as extended herein, the monthly Base Rent payable by Tenant pursuant to Section 3.1 of
the Lease shall be amended to be as follows:



	 	 	 	 	 	 	 
	 	 	Monthly Base Rent for	 	Monthly Base Rent for	 	Total Monthly
	Period 	 	Existing Premises	 	Fifth Additional Space	 	Base Rent
	Effective Date to 8/31/08
	 	$11,944.58
	 	$7,591.92
	 	$19,536.50
	9/1/08 to 3/31/09
	 	$12,214.38
	 	$7,591.92
	 	$19,806.30
	4//1/09 to 8/31/09
	 	$12,214.38
	 	$7,756.96
	 	$19,971.34
	9/1/09 to 3/31/10
	 	$12,484.17
	 	$7,756.96
	 	$20,241.13
	4/1/10 to 8/31/10
	 	$12,484.17
	 	$7,922.00
	 	$20,406.17
	9/1/10 to 3/31/11
	 	$12,950.00
	 	$7,922.00
	 	$20,872.00
	4/1/11 to 3/31/12
	 	$13,219.79
	 	$8,087.04
	 	$21,306.83
	4/1/12 to 8/31/13
	 	$13,489.58
	 	$8,252.08
	 	$21,741.66






     Monthly Base Rent is due and payable in advance on or before the first day of each calendar
year from and after the Effective Date but if the Effective Date is not the first day of a month,
the monthly Base Rent for the first partial month shall be prorated on a daily basis.



     5. Commencing on the Effective Date, the Base Year for calculating Tenant’s Pro Rata Share of
Excess Operating Costs pursuant to Section 3.3 of the Lease (the “Additional Rent”) shall be
calendar year 2007. Tenant’s Pro Rata Share of Excess Operating Costs for the period ending on the
day prior to the Effective Date shall be prorated for a partial year.



     6. The parties acknowledge that the inclusion of the Fifth Additional Space within the
Premises shall necessitate an adjustment in Tenant’s Pro Rata Share as set forth in Section 1.1.g
of the Lease. Accordingly, commencing on the Effective Date, Tenant’s Pro Rata Share shall be
increased from 5.51% to 8.88% based upon the ratio of 10,436 rentable square feet in the Premises
(including the Fifth Additional Space) to a total of 117,564 rentable square feet in the Building.



     7. All options to extend the Lease Term contained in the Lease are hereby deleted and are of
no further force or effect. Tenant shall have the option to extend the Lease Term for one (1)
additional period of five (5) years commencing on September 1, 2013 and ending on August 31, 2018.
Such option shall be exercised only by Tenant giving written notice thereof which is received by
Landlord on or before November 30, 2012, time being of the essence; provided, however, Tenant shall
be entitled to exercise the option to extend granted herein, and the Lease Term shall, in fact, be
extended by reason of such exercise, only if the Lease, as amended herein, is in full force and
effect and Tenant is not in default hereunder. In the event that the Lease Term is in fact
extended pursuant to the foregoing, then any such extension shall be upon all of the same terms,
covenants, provisions and conditions as contained in the Lease, as amended herein, except the
monthly Base Rent during the extension period shall be adjusted to



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be the Market Rent (as hereinafter defined) for the Premises but in any event no less than the
monthly Base Rent payable prior to the adjustment. As used herein, “Market Rent” means the product
obtained by multiplying (i) the monthly rental rate per square foot then established and prevailing
in the Project for new leases or lease renewals or, if no such new leases or lease renewals have
been entered into within the twelve (12) month period preceding the date for which the
determination is being made, then the established and prevailing rental rate per square foot being
charged as of such date for comparable space to other tenants in other comparable buildings in the
Overland Park, Kansas area, all as determined in good faith by Landlord; by (ii) the total square
feet of floor area contained within the Premises. The Market Rent may increase during the
extension period depending on then current escalations, conditions and terms at the time the Market
Rent is determined. At least seven (7) months prior to the expiration of the then current Lease
term, Landlord shall notify Tenant of the Market Rent and Tenant may withdraw its exercise of such
option by written notice which is received by Landlord on or before the tenth (10th) day, time
being of the essence, after Tenant’s receipt of notice of the Market Rent from Landlord, and in
such event, this Lease shall terminate upon the expiration of the then current Lease Term.
Landlord and Tenant, within thirty (30) days after the request of either, shall execute and deliver
a supplemental memorandum confirming the monthly Base Rent during the extension period when
determined. The rights hereby granted are personal to Tenant named herein and are not transferable
to any assignee or subtenant hereunder. In the event of any assignment of the Lease or subletting
of the Premises, the rights set forth in this Paragraph shall automatically terminate and shall
thereafter be null and void.



     8. The option to terminate set forth in Paragraph 8 of the Second Amendment is hereby deleted
and of no further force or effect. In the event that Tenant desires to lease additional space in
the Building, then Tenant shall give written notice thereof to Landlord at any time prior to
June 30, 2011 and Landlord shall, within thirty (30) days after receipt of Tenant’s notice, advise
Tenant in writing whether Landlord will be able to lease such additional space to Tenant in the
Building or in the Project within three (3) months after the date of receipt of Tenant’s notice.
In the event that Landlord advises Tenant that such additional space will not be available, then
Tenant shall have the right to terminate this Lease as of March 31, 2012 (the “Early Termination
Date”) upon the following terms and conditions: (a) Tenant may exercise such right only by written
notice to Landlord which is received by Landlord on or before September 30, 2011, time being of the
essence; (b) Tenant’s notice shall be accompanied by Tenant’s payment to Landlord of an amount
equal to the sum of the Base Rent and Additional Rent payable by Tenant for the month of September,
2011 plus the unamortized portion of the Allowance and leasing commissions and expenses, amortized
over the five (5) year period from September 1, 2008 to August 31, 2013 with interest at nine
percent (9%) per annum, which payment is in consideration of Landlord’s agreement to terminate the
Lease, as amended herein, prior to the expiration of the Extension Period; (c) Tenant shall vacate
the Premises and surrender possession of the same to Landlord in the condition specified in the
Lease no later than 11:59 p.m. on the Early Termination Date; (d) Tenant’s rights hereunder may be
exercised and the Lease Term shall be terminated only if Tenant is not in default under any of the
provisions of the Lease, as amended herein, beyond any applicable cure period; and (e) upon the
satisfaction of the foregoing, the Lease, as amended herein, shall be terminated and canceled as of
the Early Termination Date without further agreement between Landlord and Tenant, provided,
however, Tenant shall remain liable for the payment of rent and other charges and the performance
of all of the terms and provisions of the Lease, as amended herein, due and owing or accrued up to
and including the Early Termination Date. The right granted herein is personal to the Tenant named
herein and is not transferable to any assignee or subtenant hereunder. In the event of any
assignment of the Lease or subletting of the Premises, the right granted hereby shall automatically
terminate.



     9. Notwithstanding anything to the contrary contained in the Lease, any alterations, additions
or improvements made to the Premises by Tenant shall be performed only by contractors and
subcontractors who are (a) parties to or bound by a collective bargaining agreement applicable to
the geographic area in which the Building is located, applicable to the trade or trades in which
the work under the contract is to be performed, and entered into with one or more labor
organizations affiliated with the Building and Construction Trades Council of the AFL-CIO and (b)
solely employ members of such labor



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organizations to perform work within their respective traditional jurisdictions. With the
prior written approval of Landlord which may be withheld in Landlord’s sole and absolute
discretion, in the preceding sentence a project labor agreement may be substituted in place of a
collective bargaining agreement, and an independent, nationally recognized labor organization may
be substituted in place of a labor organization affiliated with the Building and Construction
Trades Council of the AFL-CIO.



     10. Notwithstanding anything to the contrary contained in the Lease, the insurance maintained
by Tenant under Section 6.2 of the Lease shall name Landlord, Kennedy Associates Real Estate
Counsel, LP, CB Richard Ellis, and at Landlord’s request, Landlord’s mortgage lender(s) or
investment advisors, as additional insureds.



     11. Notwithstanding anything contained in the Lease to the contrary, the trustee of Landlord
and Kennedy Associates Real Estate Counsel, LP (the authorized signatory of Landlord) are the only
entities authorized to amend, renew or terminate the Lease, as amended herein, to compromise any of
Landlord’s claims under the Lease, as amended herein, or to bind Landlord in any manner with
respect to the Lease, as amended herein. Neither the property manager nor any leasing agent or
broker shall be considered an authorized agent of Landlord for such purposes.



     12. The addresses for notices to Landlord set forth in Section 1.1.n of the Lease is amended
as follows:


NewTower Trust Company Multi-Employer Property Trust

c/o Kennedy Associates Real Estate Counsel, LP

Attn: Executive Vice President — Asset Management

1215 Fourth Avenue, Suite 2400

Seattle, WA 98161-1085

Facsimile: (206) 682-4769



and to:



NewTower Trust Company Multi-Employer Property Trust

c/o NewTower Trust Company

Attn: President



     or Patrick O. Mayberry



Three Bethesda Metro Center

Suite 1600

Bethesda, MD 20814

Facsimile: (240) 235-9961



with a copy to:



CB Richard Ellis

4717 Grand Avenue, Suite 500

Kansas City, MO 64112

Attn: Property Manager




     13. Tenant was represented in this transaction by Colliers Turley Martin Tucker (“CTMT”), a
licensed real estate broker, and Landlord was represented in this transaction by CB Richard Ellis
(“CBRE”), a licensed real estate broker. CTMT and CBRE are hereinafter collectively referred to as
the “Brokers”. Landlord shall be solely responsible for the payment of all brokerage commissions
or finders fees payable to the Brokers in connection with this Agreement, and Tenant shall have no
obligation or liability therefor. Each of the parties represents and warrants that there are no
claims for brokerage commissions or finders fees in connection with the execution of this Agreement
other than the claims of



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the Brokers, and each of the parties agrees to indemnify, defend and hold the other harmless
from liabilities arising from any such claim, including, without limitation, the cost of reasonable
attorney fees in connection therewith.



     14. Except as otherwise defined herein or as capitalized in ordinary usage, all capitalized
terms used herein shall have the same meaning as set forth for such terms in the Lease.



     15. Except as expressly provided herein, all of terms, covenants and provisions of the Lease
shall remain in full force and effect.



     EXECUTED as of the date first written above.



	 	 	 
	LANDLORD:

	 	TENANT:
	 
	 	 
	NEWTOWER TRUST COMPANY

	 	THE MANAGEMENT NETWORK
	MULTI-EMPLOYER PROPERTY TRUST, a trust

	 	GROUP, INC., a Delaware corporation
	organized under 12 C.F.R.Section 9.18
	 	 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	By:	 	Kennedy Associates Real Estate Counsel, LP,	 	 	 	 
	 	 	Authorized Signatory	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	By:	 	Kennedy Associates Real Estate	 	 	 	 	 	 
	 	 	 	 	Counsel GP, LLC, its general partner	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	By:
	 	 	 	 	 	 	 	By:	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Name:
	 	 	 	 	 	 	 	Name:	 	 
	 

	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Title:
	 	 	 	 	 	 	 	Title:	 	 
	 

	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 





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