Exh 10.5 First Amendment to Lease






Exhibit 10.5


Tesco Corporation (US)
Sam Houston Technology Center Building, North Houston, Texas
Suite 100 - 26,549 rsf






FIRST AMENDMENT TO LEASE


THIS  FIRST  AMENDMENT TO LEASE  (this  "Amendment")  is  made  and  entered  into effective  as  of  this     19    day  of     SEPTEMBER, 2013  (the  "Effective Date")   by and between TIC  Properties  Management,  LLC, a Virginia  limited  liability  company,  on  behalf of and as agent  for  the  tenant  in  common  owners  of  the  Building,  successor  in  interest  to  NK  IV Tech  Ltd. ("Landlord") and Tesco Corporation (US), a Delaware corporation ("Tenant").


RECITALS


A.    Landlord  and  Tenant  are  parties  to  that  certain  Lease  dated  as  of  July  6, 2006  (the "Lease")  pursuant  to  which  Tenant  is  currently  leasing  from  Landlord  space  known  as  Suite 100 containing  approximately  26,549 rentable square feet and being more particularly described  in the Lease (the "Premises"), in the building known as Sam Houston Technology  Center  Building  located at 3393 West Sam Houston Parkway, North Houston, Texas 77043 (the "Building").


B.    The Term of the Lease currently expires on April 10, 2014.


C.    Tenant and Landlord desire to extend the Term of the Lease and amend other provisions of the Lease pursuant to the terms and conditions set forth in this Amendment.


TERMS OF AMENDMENT


NOW, THEREFORE, in consideration of the mutual covenants herein contained and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Landlord and Tenant hereby agree as follows:


		
	1.
	Recitals. The above recitals are true and incorporated herein by reference.




		
	2.
	Term.   The  Term  of  the  Lease  is  hereby  extended   for  a  period  of  twelve  (12)  months commencing  April 11, 2014 and expiring April 10, 2015 (the "Extension Term").  All references in the Lease to the "Term" shall include the Extension Term, which Extension Term is part of the Term.




		
	3.
	Base Rent and Other Rental with respect to the Premises. During the Extension Term, Tenant shall pay to Landlord Base Rent (this does not include Operating Expenses, Operating Expenses reimbursements,  Estimated  Operating  Expense  Increase,  Actual  Operating  Expense  Increase and other rental) for the Premises as follows:




	
				
	Time Period
	Annual  Base Rent Rate  Per Rentable Square Foot for the Premises
	Monthly Installments of Base Rent
	Total  Base Rent for
Time Period

	April ll,2014-April l0,2015 (12 months)
	$21.00
	$46,460.75
	$557,529.00










For the one month period April 1, 2014 through April 30, 2014, Tenant acknowledges and agrees that the Base Rent for such month shall be $44,248.50  calculated  as follows:   The sum of (1) the product of  I 0 (being the number of days from April 1, 2014- April 10, 2014) times $1,327.47  (being the daily Base Rent Rate at $18.00  per square foot per annum)+ (2) the product of 20 (being the number of days from April 11, 2014 April 30, 2014) days times $1,548.69  (being  the daily  Base Rent Rate at $21.00  per square foot per annum).











In addition to Base Rent, Tenant shall pay all other monetary obligations under the Lease during the Extension Term, and Tenant acknowledges and agrees that during the Extension Term, the Base Year for Operating Expenses shall continue to be calendar year 2006.


4.    Condition of Premises.  Tenant has inspected the Premises and agrees to accept the same "as is" without any agreements,  representations, understandings or obligations on the part of Landlord to perform any alterations, repairs or improvements.


5.    Renewal Options.  Tenant and Landlord acknowledge and agree that the Tenant's right to renew the  Lease  in accordance  with  Section  17.26  of  the  Lease  remains  in full  force  and  effect;  provided, however, in line 5 of Section 17.26 the words and numbers "no earlier than twelve (12) months nor later than nine (9) months" are hereby deleted and the words and number "no later than twelve (12) months" is hereby substituted  in lieu thereof, such that if Tenant desires to exercise  its option to renew the Lease in accordance  with  Section  17.26, Tenant  must exercise  such  option  by giving    such  exercise  notice to Landlord no later than twelve (12) months prior to the expiration of the Extension Term (i.e. no later than April 10, 2014).


6.    Non-Exercise of Early Termination Right.   Tenant  acknowledges  and agrees that the Tenant did not exercise its early termination right set forth in Section 17.28 of the Lease and accordingly Section 17.28 of the Lease is no longer of any force and effect.


7.    Brokers.  Landlord and Tenant each warrant to the other that it has not dealt with any broker or agent in connection  with the negotiation or execution of this Amendment other than TIC Properties Management,  LLC ("Landlord's Broker") and  Avison  Young  ("Tenant's Broker")  whose commissions shall be paid by Landlord pursuant to a separate written agreement(s)  by or among Landlord, Landlord's Broker  and  Tenant's Broker.    Tenant  and  Landlord  shall  each  indemnify  the other  against  all costs, expenses, attorneys'  fees, and other liability for commissions  or other compensation  claimed by any other broker or agent claiming the same by, through or under the indemnifying  party.


		
	8.
	Notice Address for Landlord. All legal notices (but not payments) to Landlord unless otherwise specified shall be sent to the following address:




TIC Properties Management, LLC 
101 N. Main Street, 12th Floor Greenville, South Carolina 29601
Attn: Barry L. Gruebbel, President with a copy to:
TIC Properties Management, LLC 
101 N. Main Street, 12th Floor  Greenville, South Carolina 29601
Attn:  Shonna Felkel, General Counsel
All payments due Landlord under the Lease, as modified by this Amendment, shall be paid to Landlord at the rent payment address most recently provided by Landlord to Tenant, or such other rent payment address as Landlord shall from time to time designate in writing.


9.    Representations and Warranties. Tenant hereby represents, warrants and agrees that: (1) to the best of its knowledge, there exists no breach, default, or event of default by Landlord under the Lease, or any event or condition  that, with notice or passage of time or both, would constitute a breach, default, or event of default  by Landlord  under the Lease; (2) the Lease continues  to be a legal, valid and binding agreement  of Tenant; and (3) Tenant has no current offset or defense to its performance or obligations under the Lease.  Tenant  hereby waives and releases all demands, charges, claims, accounts or causes of action of any nature against  Landlord or Landlord's employees  or agents, including, without limitation, both known and unknown demands, charges, claims, accounts,  and causes of action that have previously arisen out of or in connection with the Lease.


		
	10.
	Miscellaneous.




A.    This Amendment sets forth the entire agreement between the parties with respect to the matters set forth herein.   There have been no additional oral or written representations or agreements. Under  no  circumstances   shall  Tenant  be  entitled  to  any  Rent  abatement,   improvement  allowance, leasehold improvements,  or other work in the Premises, or any similar economic incentives that may have been provided Tenant in connection with entering into the Lease, unless specifically set forth in this Amendment.    This  Amendment  shall  not  be  relied  upon  by any  other  party, individual,  corporation, partnership or entity as a basis for reducing its lease obligations with Landlord or for any purpose.  Tenant agrees that it shall not disclose any matters set forth in this Amendment or disseminate or distribute any information concerning the terms, details or conditions hereof 









to any person, firm or entity without the express written consent of Landlord.  The terms and conditions of the Lease and this Amendment shall bind and inure to the benefit of Landlord and Tenant and their respective heirs, executors, administrators and their permitted successors, transferees and assigns.  In the event it becomes necessary for either party to file a suit to enforce this Amendment or any provisions contained therein, the party prevailing in such action  shall recover,  in addition to all other  remedies or damages  hereunder,  reasonable attorneys'  fees and court costs incurred by such prevailing party in such suit.


B.    Except as herein modified or amended, the provisions, conditions and terms of the Lease shall remain unchanged and in full force and effect.


C.    In the case of any inconsistency between the provisions of the Lease and this Amendment, the provisions of this Amendment shall govern and control.


D.    Submission of this Amendment by Landlord is not an offer to enter into this Amendment but rather is a solicitation for such an offer by Tenant.   Landlord shall not be bound by this Amendment until Landlord has executed and delivered the same to Tenant.


E.    The capitalized terms used in this Amendment shall have the same definitions as set forth in  the  Lease  to  the  extent  that  such  capitalized  terms  are  defined  therein  and  not  redefined  in this Agreement.


F.    Each signatory to this Amendment represents hereby that he or she has the authority to execute and deliver the same on behalf of the party hereto for which such signatory is acting.




G.    This Amendment shall be governed by the laws of the State in which the Premises are located. 


H.    This Amendment   may be executed   in multiple   counterparts,   each of which shall constitute an original, but all of which shall constitute one document.


(SIGNATURES BEGIN ON NEXT PAGE)













  Landlord and Tenant have executed this First Amendment  to Lease or have caused their duly authorized
representatives  to execute same in three (3) original counterparts, effective  as of the last date indicated 
below, which later date shall be inserted on page 1 of this Amendment as the Effective Date.




TENANT:


Tesco Corporation (US), a Delaware corporation










By:         /s/ Robert Kayl
Name:        ROBERT KAYL
Title:        SR Vice President & CFO


Date executed:    8/20/2013 




LANDLORD:


TIC Properties Management, LLC, a Virginia limited liability
company, on behalf of and as agent for the tenant  in common
 owners of the Building






By:          /s/ Barry L. Gruebbel
Name:         Barry L. Gruebbel, CPM
Title:         President


Date executed:    9/19/2013