Exhibit 10.92
THIRD MODIFICATION OF LEASE
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Third Modification of Lease ("Agreement") made June 17 , 2002 between
Metropolitan Life Insurance Company, a New York corporation having its principal
place of business at Xxx Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 ("Landlord")
and Xxxx Philippe Fragrances, LLC, a New York limited liability company having
an office at 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 ("Tenant").
W I T N E S S E T H:
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WHEREAS, Landlord and Tenant (by its predecessor-in-interest, Xxxx Philippe
Fragrances, Inc.) heretofore entered into a certain written lease dated January
13, 1992, as amended by Modification of Lease dated June 17, 1994 and Second
Modification of Lease dated April 30, 1997 (collectively, the "Lease") wherein
and whereby Landlord leased to Tenant, and Tenant hired from Landlord, those
certain premises (the "demised premises") as shown on the plans annexed to the
Lease as "Exhibit A" thereto on the 15th floor in the building known as 000
Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (the "Building"), which demised premises
Landlord and Tenant agree contains 9,000 rentable square feet; and
WHEREAS, the term of the Lease is due to expire October 31, 2002 and
Landlord and Tenant wish to again modify the Lease, subject to the terms and
conditions hereinafter set forth, to, INTER ALIA, again extend the term of the
Lease; and
WHEREAS, the Lease is in full force and effect; and
WHEREAS, Landlord and Tenant desire to modify the Lease only in the
respects hereinafter stated.
NOW, THEREFORE, in consideration of the premises and the mutual covenants
hereinafter contained, the parties hereto by these presents do covenant and
agree as follows:
1. All capitalized terms used herein without definition are used herein with
the meanings assigned to such terms in the Lease, unless the context otherwise
requires.
2. The term of the Lease is hereby extended to February 28, 2013 (the
"Additional Extension Period").
3.A. Effective November 1, 2002, Tenant's annual rent shall be amended to be as
follows: (i) from and including November 1, 2002 through and including October
31, 2007, Three Hundred Twenty Two Thousand Four Hundred Seventy Dollars
($322,470.00) per annum which amount shall include the annual cost of
electricity supplied by Landlord to the
demised premises on a rent inclusion basis of Twenty Two Thousand Five Hundred
Dollars ($22,500.00) per annum, the "Additional Extension Period Electric
Charge"; and thereafter, (ii) from and including November 1, 2007 through and
including the end of the term of the Lease, as modified by this Agreement, Three
Hundred Fifty Eight Thousand Four Hundred Seventy Dollars ($358,470.00) per
annum, which amount shall include the Additional Extension Period Electric
Charge.
B. Notwithstanding the foregoing, Landlord agrees to waive to the collection
of annual rent and additional rent for "Real Estate Taxes" (Article 35) and
"Operating Expenses" (Article 36), but not the Additional Extension Period
Electric Charge, for period from and including November 1, 2007 through and
including February 28, 2008.
C. Effective November 1, 2002, (i) Tenant's "Base Tax Year" (Article 35) shall
be amended to be the fiscal tax year of the City of New York commencing July 1,
2002 and ending June 30, 2003; (ii) Tenant's "Base Operating Period" (Article
36) shall be amended to be the calendar year commencing January 1, 2003; and
(iii) Tenant's proportionate share for Real Estate Taxes and Operating Expenses
shall be 2.11 percent.
4. Inasmuch as Tenant currently occupies the demised premises and is fully
aware of the condition thereof, Tenant agrees to accept the demised premises in
the condition which it exists on the first day of the Additional Extension
Period. Further, Tenant understands and agrees that no materials whatsoever are
to be furnished by Landlord and no work whatsoever is to be furnished by
Landlord in connection with the demised premises or any part thereof nor shall
any construction or tenant improvement allowance be provided by Landlord.
5. Tenant represents and warrants to Landlord that it has not dealt with any
real estate agents or brokers in connection with this Agreement other than
Insignia/ESG, Inc. ("IESG") whose fees, if any, Landlord agrees to pay and that
this Agreement was not brought about or procured through the use or
instrumentality of any other agent or broker. Tenant covenants and agrees to
indemnify and hold Landlord harmless from any and all claims for commissions and
other compensation made by any agent or agents and/or any broker or brokers,
other than IESG, based on any dealings between Tenant and any agent or agents
and/or broker or brokers, together with all costs and expenses incurred by
Landlord in resisting such claims, including, without limitation, reasonable
attorneys' fees.
7. Except as modified by this Agreement, the Lease and all the terms,
covenants, conditions, provisions, and agreements thereof are hereby in all
respects ratified, confirmed, and approved.
8. The Lease, as modified by this Agreement contains the entire understanding
between the parties. No other representations, warranties, covenants or
agreements have been made.
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9. This Agreement may not be changed orally, but only by an agreement in
writing signed by the party against whom enforcement of any waiver, change,
modification or discharge is sought.
10. This Agreement shall be binding upon, and inure to the benefit of the
parties hereto, their respective legal representatives, successors and, except
as otherwise provided in the Lease as modified by this Agreement, their
respective assigns.
11. The submission of this Agreement to Tenant shall not be construed as an
offer, nor shall Tenant have any rights with respect hereto, unless and until
Landlord shall execute a copy of this Agreement and deliver the same to Tenant.
IN WITNESS WHEREOF, the parties hereto have respectively executed this
Agreement as of the day and year first above written.
Landlord:
Metropolitan Life Insurance Company
By: /s/ XXXXXXX X. XXXXXXXX
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Xxxxxxx Xxxxxxxx, Director
Tenant:
Xxxx Philippe Fragrances, LLC
By: /s/ XXXXXXX XXXXXXXXX
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Executive Vice President
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