FIRST AMENDMENT TO LEASE
Exhibit 10.8
FIRST AMENDMENT TO LEASE
This FIRST AMENDMENT TO LEASE dated as of February 19,1999 (this “Amendment”), between
RCPI TRUST, a Delaware business trust having an office c/o Tishman Speyer Properties, L.P.,
00 Xxxxxxxxxxx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000 (“Landlord”), and RADIO CITY PRODUCTIONS
LLC, a Delaware limited liability company having an office at 1260 Avenue of the Americas, Xxx
Xxxx, Xxx Xxxx 00000 (“Tenant”).
WITNESSETH:
WHEREAS, Landlord and Tenant entered into that certain Lease, dated December 4, 1997 (the
“Original Lease”), covering premises consisting of (i) the Music Hall; (ii) the 1270 Space;
(iii) the 50 Rock Space; and (iv) the Retail Space, all as more particularly described and defined
in the Original Lease; and
WHEREAS, Landlord and Tenant desire to modify the Original Lease to (i) provide for the
surrender by Tenant of a portion of the 50 Rock Space and the leasing by Tenant of certain
substitute space on the concourse level of the building located at 50 Rockefeller Plaza, (the
“Building”) and (ii) otherwise modify the terms and conditions of the Original Lease, all
as hereinafter set forth (the Original Lease, as modified by this Amendment, the “Lease”).
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 agree as follows:
1. Capitalized Terms. All capitalized terms used and not otherwise defined in this
Amendment shall have the respective meanings ascribed to them in the Original Lease.
2. Lease of Substitute Premises. (a) Landlord hereby leases to Tenant, and Tenant
hereby leases from Landlord, (i) a portion of the concourse level of the Building, designated as
Space ‘C’ (the “C Premises”), and (ii) a portion of the concourse level of the Building,
designated as Space ‘E’, (the “E Premises”), being more particularly shown on
Exhibit A-1 attached hereto; (the ‘C’ Premises and the ‘E’ Premises collectively, the
“Substitute Premises”), for a term commencing on the date of execution and delivery of this
Amendment by Landlord and Tenant (the “Effective Date”) and ending on the Initial
Expiration Date, or such earlier date upon which the term of the Lease may expire or be terminated
pursuant to any of the conditions of limitation or other provisions of the Lease or pursuant to
law, upon all of the terms and conditions of the Original Lease, as modified by this Amendment.
(b) Landlord shall deliver possession of the Substitute Premises to Tenant on the Effective
Date. Landlord shall not be liable for failure to deliver possession of the Substitute Premises to
Tenant on any specified date, and such failure shall not impair the validity of this Amendment.
The provisions of this Article are intended to constitute “an express provision to the contrary”
within the meaning of Section 223-a of the New York Real Property Law or any successor Requirement.
(c) Effective as of the Effective Date, Tenant shall lease the Substitute Premises upon all of
the terms and conditions of the Original Lease, except as follows:
(i) The ‘C’ Premises shall be deemed to consist of 352 rentable square feet and the
‘E’ Premises shall be deemed to consist of 789 rentable square feet for all purposes of the
Lease.
(ii) Tenant has inspected the Substitute Premises and agrees (x) to accept possession
of the Substitute Premises in the “as is” condition existing on the Effective Date, (y) that
neither Landlord nor Landlord’s agents have made any representations or warranties with
respect to the Substitute Premises or the Building except as expressly set forth herein, and
(z) Landlord has no obligation to perform any work, supply any materials, incur any expense
or make any alterations or improvements to the Substitute Premises or the Building to
prepare the same for Tenant’s occupancy. Tenant’s occupancy of any part of the Substitute
Premises shall be conclusive evidence, as against Tenant, that (A) Tenant has accepted
possession of the Substitute Premises in its then current condition and (B) the Substitute
Premises and the Building are in a good and satisfactory condition as required by this
Amendment.
(iii) Except as provided in this Amendment, all references in the Original Lease to the
“Premises” and to the “Buildings” shall be deemed to refer to the Substitute Premises and
shall exclude the Space ‘U’ Premises (as hereinafter defined).
3. Adjoining Spaces. Landlord agrees that Tenant shall retain possession of the
portion of the 50 Rock Space now designated as Spaces ‘BB’ and ‘Y’, which said spaces shall be
combined with the Substitute Premises as of the Effective Date (the ‘BB’ Premises, the ‘Y Premises
and the Substitute Premises, shall be hereinafter sometimes collectively referred to as the
“L Premises”) being more particularly shown on Exhibit A-2 attached hereto.
4. Surrender of Space ‘U’ Premises. On or before the Effective Date, Tenant shall
vacate the portion of the 50 Rock Space now designated as Space ‘U’ (the “Space ‘U’
Premises), indicated on Exhibit A-3 attached hereto, and deliver vacant possession
thereof to Landlord, time being of the essence. Tenant shall not be responsible for removing any
Fixtures from the Space ‘U’ Premises, other then safes and vaults. Any Fixtures or personal
property of Tenant remaining in the Space ‘U’ Premises after the Effective Date shall be deemed
abandoned by Tenant and Landlord may take possession thereof and dispose of same in any manner
Landlord determines without accountability therefor to Tenant. Tenant acknowledges that effective
as of the Effective Date, the Lease with respect to the Space Premises only shall have terminated
and expired, Tenant shall have abandoned and surrendered any claim of possession to the Space ‘U’
Premises to Landlord, and Landlord shall be entitled to lease the Space ‘U’ Premises to any person
or entity, or take any other action with respect thereto, free from any claim of Tenant or any
person or entity claiming through Tenant. Effective as of the Effective Date, the term “Premises”
as used in the Lease shall no longer include the Space ‘U’ Premises and Tenant shall have no
further obligations under the Lease with respect to the Space ‘U’ Premises (except any obligations
which shall have accrued on or before the Effective Date).
(b) Tenant represents and warrants that it has not assigned, pledged or encumbered the Lease
or sublet the Space ‘U’ Premises or done or suffered any other action as a result of which the
Lease or the Space ‘U’ Premises might be subject to any lien or encumbrance. Tenant warrants that
the foregoing covenants and representations will be true and correct as of the Effective Date,
Tenant has and will have good right to surrender the Space ‘U’ Premises on or before the Effective
Date, and delivery of possession of the Space ‘U’
Premises will be made to Landlord on or before the Effective Date free and clear of all liens
and encumbrances of any kind whatsoever.
5. Brokerage. Each of Landlord and Tenant represents and warrants to the other that
it has not dealt with any broker in connection with this Amendment other than Tishman Speyer
Properties, L.P. (“Broker”) and that, to the best of its knowledge, no other broker
negotiated this Amendment or is entitled to any fee or commission in connection herewith. Landlord
shall pay Broker any commission which may be due in connection with this Amendment pursuant to a
separate agreement. Each of Landlord and Tenant shall indemnify, defend, protect and hold the
other party harmless from and against any and all losses, liabilities, damages, claims, judgments,
fines, suits, demands, costs, interest and expenses of any kind or nature (including reasonable
attorneys’ fees and disbursements) incurred in connection with any claim, proceeding or judgment
and the defense thereof which the indemnified party may incur by reason of any claim of or
liability to any broker, finder or like agent (other than Broker) arising out of any dealings
claimed to have occurred between the indemnifying party and the claimant in connection with this
Amendment, or the above representation being false. The provisions of this Paragraph 5
shall survive the expiration or earlier termination of the term of the Lease.
6. Representations and Warranties. Tenant represents and warrants to Landlord that,
as of the date hereof, (a) the Original Lease is in full force and effect and has not been modified
except pursuant to this Amendment; (b) to the best of Tenant’s knowledge, there are no defaults
existing under the Lease; (c) to the best of Tenant’s knowledge there exist no valid abatements,
causes of action, counterclaims, disputes, defenses, offsets, credits, deductions, or claims
against the enforcement of any of the terms and conditions of the Lease; and (d) this Amendment has
been duly authorized, executed and delivered by Tenant and constitutes the legal, valid and binding
obligation of Tenant.
7. Miscellaneous. (a) Except as set forth herein, nothing contained in this
Amendment shall be deemed to amend or modify in any respect the terms of the Original Lease and
such terms shall remain in full force and effect as modified hereby. If there is any inconsistency
between the terms of this Amendment and the terms of the Original Lease, the terms of this
Amendment shall be controlling and prevail.
(b) This Amendment contains the entire agreement of the parties with respect to its subject
matter and all prior negotiations, discussions, representations, agreements and understandings
heretofore had among the parties with respect thereto are merged herein.
(c) This Amendment may be executed in duplicate counterparts, each of which shall be deemed an
original and all of which, when taken together, shall constitute one and the same instrument.
(d) This Amendment shall not be binding upon Landlord or Tenant unless and until Landlord
shall have delivered a fully executed counterpart of this Amendment to Tenant.
(e) This Amendment shall be binding upon and inure to the benefit of Landlord and Tenant and
their successors and permitted assigns.
(f) This Amendment shall be governed by the laws of the State of New York without giving
effect to conflict of laws principles thereof.
(g) The captions, headings, and titles in this Amendment are solely for convenience of
reference and shall not affect its interpretation.
IN WITNESS WHEREOF, Landlord and Tenant have executed this Amendment as of the day and year
first above written.
| LANDLORD: RCPI TRUST |
||||
| By: | Tishman Speyer Properties, L.P., its Agent | |||
| By: | /s/ Xxxxxxxx X. Xxxxxxx | |||
| Name: | Xxxxxxxx X. Xxxxxxx | |||
| Title: | Vice President | |||
| TENANT: RADIO CITY PRODUCTIONS LLC |
||||
| By: | /s/ Xxxxxx Xxxxx | |||
| Name: | Xxxxxx Xxxxx | |||
| Title: | Executive Vice President | |||
EXHIBIT A-1
Substitute Premises
The
floor plan which follows is intended solely to identify the general
location of Space ‘C’ and
Space ‘E’ located on the Concourse Level of the Building, and should not be used for any other
purpose. All areas, dimensions and locations are approximate, and any physical conditions indicated
may not exist as shown.
[Graphic of Rockefeller Plaza Concourse Level Space C and Space E Floor Plan]
EXHIBIT A-2
Substitute Premises
The
floor plan which follows is intended solely to identify the general
location of Space ‘L’
located on the Concourse Level of the Building, and should not be used for any other purpose. All
areas, dimensions and locations are approximate, and any physical conditions indicated may not
exist as shown.
[Graphic of Rockefeller Plaza Concourse Level Space L Floor Plan]
EXHIBIT A-3
Substitute Premises
The
floor plan which follows is intended solely to identify the general
location of Space ‘U’
located on the Concourse Level of the Building, and should not be used for any other purpose. All
areas, dimensions and locations are approximate, and any physical conditions indicated may not
exist as shown.
[Graphic of Rockefeller Plaza Concourse Level Space U Floor Plan]
