THIRD AMENDMENT OF LEASE ------------------------ AGREEMENT made as of the 18th day of March, 1998, between TRIZECHAHN NEWPORT INC., a Delaware corporation having an office at 1411 Broadway, New York, New York 10018 (hereinafter referred to as...

 
                                                                    Exhibit 10.6

                            THIRD AMENDMENT OF LEASE
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     AGREEMENT made as of the 18th day of March, 1998, between TRIZECHAHN
NEWPORT INC., a Delaware corporation having an office at 0000 Xxxxxxxx, Xxx
Xxxx, Xxx Xxxx 00000 (hereinafter referred to as "Landlord"), and KNIGHT
SECURITIES, L.P., a New York limited partnership having an office at 000
Xxxxxxxxxx Xxxxxxxxx, Xxxxxx Xxxx, Xxx Xxxxxx 00000 (hereinafter referred to as
"Tenant").

     WHEREAS, Landlord's predecessor-in-interest, Newport L.G.-I, Inc., and
Tenant entered into a lease dated as of December 6, 1994, as amended by (i)
Amendment of Lease dated May 28, 1996 and (ii) Second Amendment of Lease dated
September 30, 1997 (collectively, the "Lease"), of the entire thirtieth (30th)
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floor and portions of the twenty-sixth (26th) and thirty-fifth (35th) floors in
the building (the "Building") known as 000 Xxxxxxxxxx Xxxxxxxxx, Xxxxxx Xxxx,
Xxx Xxxxxx, as more particularly described in the Lease (the "Original
                                                              --------
Premises"); and
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     WHEREAS, Landlord and Tenant desire to amend the Lease to provide for the
addition of the entire rentable area of the twenty-ninth (29th) floor of the
Building to the Original Premises.

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

     1. Addition of Twenty-Ninth (29th) Floor to Premises Demised Under Lease.
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Effective as of the date of this Agreement (the "Effective Date"), the entire
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rentable area of the twenty-ninth (29th) floor of the Building, as shown on
Exhibit A annexed hereto and made a part hereof (the "Additional Space"), shall
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be added to and become part of the premises demised under the Lease (the
Original Premises and the Additional Space being thereafter collectively deemed
the "Premises"), upon all of the terms, covenants and conditions contained in
the Lease, as amended hereby.

     2. Increase in Fixed Rent. Section 1.1 of the Lease is hereby amended,
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effective as of the one hundred fifth (105th) day following the date hereof (the
"Additional Space Rent Commencement Date"), to provide that the Fixed Rent for
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the Premises shall be increased by the following amounts by reason of the
addition of the Additional Space to the Premises (it being acknowledged that the
sums set forth in this Paragraph 2 shall be payable in addition to the Fixed
Rent payable under the Lease with respect to the Original Premises):

        (i)  during and for the period commencing on the Additional Space Rent
Commencement Date and ending on March 31, 2002, the Fixed Rent payable under
Section 1.1 of the Lease shall be increased by Six Hundred Twenty-Nine Thousand
Eight Hundred Fifty and 00/100 ($629,850.00) Dollars per annum ($52,487.50 per
month); and

        (ii) during and for the period commencing on April 1, 2002 and ending
on the Fixed Expiration Date, the Fixed Rent payable under Section 1.1 of the
Lease shall be increased by Six Hundred Eighty-Five Thousand One Hundred and
00/100 ($685,100.00) Dollars per annum ($57,091.67 per month).

 
     3. Modification of Certain Definitions. The "Definitions" section of the
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Lease is hereby amended, effective as of the Effective Date (as such term is
defined in Paragraph 1 above), as follows:

        (i)    The definition of "Base Operating Expenses" shall mean, with
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respect to the Additional Space only, Operating Expenses for calendar year 1998;

        (ii)   The definition of "Base Taxes" shall mean, with respect to the
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Additional Space only, One Million Seven Hundred Thirteen Thousand ($1,713,000)
Dollars;

        (iii)  The definition of "Premises" is amended to include the
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Additional Space, subject to the provisions of the Lease;

        (iv)   The definition of "Space Factor" is increased by twenty-two
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thousand one hundred (22,100), from 32,158 to 54,258 (it being understood that
the portion of the "Space Factor" allocable to the Additional Space shall be
22,100);

        (v)    The definition of "Tenant's Share" is increased by two and two
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thousand three hundred ninety-six ten thousandths (2.2396%) percent (it being
understood that the portion of "Tenant's Share" allocable to the Additional
Space is 2.2396%); and

        (vi)   The definition of "Tenant's Tax Share" is increased by two and
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one thousand one hundred eighty-nine ten thousandths (2.1189%) percent (it being
understood that the portion of "Tenant's Tax Share" allocable to the Additional
Space shall be 2.1189%).

        B.     The second (2nd) sentence of Section 27.2(B)(l) of the Lease
shall not apply to the Additional Space (it being understood that such sentence
shall remain in full force with respect to the Original Premises). The following
sentence is hereby added as the third sentence of Section 27.2(B)(1) of the
Lease: "With respect to the Additional Space only, notwithstanding the
foregoing, the Tax Payment for the period commencing on (i) the Additional Space
Commencement Date and ending on May 31, 1998 shall be an amount equal to $0;
(ii) June 1, 1998 and ending May 31, 2003 shall be an amount equal to the
product of (a) the Space Factor allocable to the Additional Space and (b) $.41;
and (iii) June 1, 2003 and ending May 31, 2008, shall be an amount equal to the
product of (x) the Space Factor allocable to the Additional Space and (y) $.82."

    4.  Landlord's Additional Space Contribution.
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        A.     Subject to the terms and conditions hereinafter set forth,
Landlord agrees to provide a construction allowance ("Landlord's Additional
Space Contribution") to reimburse Tenant for Tenant's cost of preparing only the
portion of the Additional Space that is currently unimproved (the "Unimproved
Space") for Tenant's initial occupancy thereof ("Tenant's Additional Space
Work"), in an aggregate amount not to exceed One Hundred Eighty-Seven Thousand
Five Hundred ($187,500.00) Dollars. Landlord shall fund the portion of
Landlord's Additional Space Contribution then being requisitioned in the manner
set forth in Subparagraph 4B below, but only if all of the following conditions
shall have been satisfied:

               (i) Tenant shall not be in monetary default of any of the terms,
covenants or conditions to be performed or observed by Tenant under the Lease
and there shall be no non-monetary Event of Default continuing;

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               (ii)   Tenant shall have obtained, and at all times during the
construction period shall maintain, all necessary and appropriate permits,
licenses, authorizations and approvals from all governmental authorities having
or asserting jurisdiction in connection with such construction, and shall have
delivered true copies thereof to Landlord (it being agreed that Landlord shall
cooperate with Tenant, at Tenant's expense, to obtain all such permits,
licenses, authorizations and approvals from governmental authorities); and

               (iii)  Tenant shall have delivered to Landlord: (x) a request for
disbursement signed by the chief financial officer of Tenant together with a
completed requisition for payment (in form issued by the American Institute of
Architects), certified and sworn to by Tenant's architect stating or accompanied
by: (1) the amount being requested, (2) receipted invoices and canceled checks
for all labor and materials theretofore performed as part of Tenant's Additional
Space Work together with copies of all contracts, change orders and other
documents covering Tenant's Additional Space Work, (3) to the best of such
architect's knowledge, the amount of Landlord's Additional Space Contribution
previously paid to Tenant, (4) the value of labor and materials previously
performed and incorporated in the Additional Space and the aggregate value of
the entire Tenant's Additional Space Work to be performed and (5) that the work
completed to date has been performed in good and workmanlike manner in
accordance with the plans and specification approved by Landlord and in
compliance with all Laws; and (y) waivers of lien from all contractors,
subcontractors and materialmen who shall have furnished materials or supplies or
performed work or services in connection with Tenant's Additional Space Work to
date.

          B.   Within thirty (30) days after Tenant shall have complied with all
of the conditions set forth in the foregoing Xxxxxxxxxxxx 0X, Xxxxxxxx shall pay
to Tenant an amount equal to that portion of Landlord's Additional Space
Contribution which shall equal, on a percentage basis, that portion of Tenant's
Additional Space Work then completed in accordance with the provisions hereof,
as certified by Tenant's architect, less all amounts of Landlord's Additional
Space Contribution previously disbursed, provided, however, that Landlord shall
not be required to make more than one (1) payment per calendar month. Landlord
shall have the right to retain ten (10%) percent of each disbursement of
Landlord's Additional Space Contribution until: (i) all of Tenant's Additional
Space Work shall have been completed, (ii) waivers of lien from all contractors,
subcontractors and materialmen who shall have furnished materials or supplies or
performed work or services in connection with Tenant's Additional Space Work
shall have been delivered to Landlord, (iii) all governmental authorities having
or asserting jurisdiction shall have issued final approvals of Tenant's
Additional Space Work to the extent required by law (including, without
limitation, a certificate of occupancy for the Additional Space) and true copies
thereof shall have been delivered to Landlord, and (iv) Tenant shall have
delivered to Landlord "as built" drawings with respect to Tenant's Additional
Space Work.

          C.   Landlord's obligation to pay Landlord's Additional Space
Contribution shall only apply to that part of Tenant's Additional Space Work
consisting of the installation of walls, partitions, columns, fixtures,
improvements and appurtenances permanently attached to or build into the
Unimproved Space, including the following: mechanical systems, flooring,
ceilings, duct work, electrical wiring, plumbing, millwork and supplemental air
conditioning systems (if any), affixed carpeting and other floor coverings and
any work performed to connect fixtures and equipment in the Additional Space to
an uninterrupted power source in the Building, but shall not include business
and trade fixtures, machinery, equipment or other articles of personal property,
professional fees and/or so-called "soft costs." Notwithstanding the foregoing,
Tenant shall have the right to apply the balance (if any) of Landlord's
Additional Space Contribution (but not to exceed twenty (20%) percent of
Landlord's Additional Space Contribution) remaining after Tenant shall have
completed Tenant's Additional Space

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Work and complied with all of the conditions set forth in clauses (i) through
(iv) of Subparagraph 4B above against architects' and engineers' fees and permit
costs incurred by Tenant in connection with Tenant's Additional Space Work and
furniture and equipment to be placed in the Additional Space.

     5.   Condition of Additional Space. Tenant agrees to accept possession of
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the Additional Space in "as is" and "where is" condition on the Effective Date,
and Landlord shall not be obligated to perform any work whatsoever to prepare
the Additional Space or any other portion of the Premises for Tenant's occupancy
thereof. All materials, work, labor, fixtures and installations required for
completion of the Additional Space and the operation of Tenant's business
thereof shall (subject to the provisions of the Lease) be promptly furnished and
performed by Tenant at Tenant's own cost and expense, except as provided in
Paragraph 4 above. All provisions (if any) of the Lease concerning the
performance by Landlord of any work in connection with the preparation of the
Original Premises for Tenant's occupancy thereof and any related contribution,
rent abatement or rent credit shall be deemed inapplicable to the Additional
Space.

     6.   Inapplicability of Certain Provisions of Lease to Additional Space.
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The following provisions of the Lease shall not apply to the Additional Space:
Sections 3.5, 3.6, 3.7, 6.3(B), 12.4(D), 13.1(B), 13.3, 28.1(D) and 28.3(B) and
(C).

     7.   Modification of Certain Provisions of the Lease.
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          A.  Article 9.
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              (i)    The following phrase is hereby added in Section 9.2 of the
Lease after the word "negligence" on the tenth (10th) line: "or statutory
liability."

              (ii)   Supplementing the provisions of Section 9.3 of the Lease,
Tenant hereby advises Landlord that the value of Tenant's existing Alterations
in the Premises, including Special Alterations, as of the date hereof, is
approximately $2,133,238.00.

          B.  Article 12. Section 12.6(A)(10) of the Lease is hereby amended by
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deleting the phrase "three (3)" on the second (2nd) and third (3rd) lines and
inserting in its place the phrase "five (5)."

          C.  Article 26. Article 26 of the Lease is hereby amended to provide
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that all bills, statements, consents, notices, demands, requests or other
communications given by Tenant to Landlord in accordance with the provisions of
Article 26 of the Lease shall be addressed to Landlord at: TrizecHahn Newport
Inc., 000 Xxxx Xxxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxxx 00000, Attention:
Portfolio Manager, with a duplicate original given to TrizecHahn Newport Inc.,
0000 Xxxxxxxx, Xxx Xxxx, XX 00000, Attention: General Manager.

          D.  Article 37.
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              (i)    The last sentence of Section 37.5 of the Lease is hereby
deleted from the Lease.

              (ii)   Section 37.9 is hereby amended by deleting the same and
substituting the following Section 37.9 in place thereof:

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          "If Landlord shall fail to respond to Tenant with respect to any
          request for its consent under this Lease within fifteen (15) Business
          Days after the giving of notice of such request (or such other period
          of time expressly set forth in this Lease), then, provided that
          Tenant's request for consent shall have been accompanied by a
          statement from Tenant specifically directing Landlord's attention to
          the provisions of this Section 37.9 of this Lease requiring Landlord
          to respond to Tenant's request within fifteen (15) Business Day after
          Landlord's receipt of Tenant's request, Landlord shall be deemed to
          have consented to such request for all purposes under this Lease."

          E.  Article 40. The phrase "nine (9) months" set forth on the tenth
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(10th) line of Section 40.1 of the Lease is hereby changed to "twelve (12)
months".

          F.  Article 41.
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              (i)    The provisions of Article 41 of the Lease shall not apply
in any instance in which a method of resolution of dispute is otherwise
expressly provided in the Lease.

              (ii)   The following phrase is hereby substituted for the phrase
"Notwithstanding any contrary provisions hereof" at the beginning of the last
sentence of Section 41.3 of the Lease: "Except as otherwise provided in this
Lease," and the word "damage" is hereby deleted from the last sentence.

     7.   Broker. Tenant represents and warrants to Landlord that Tenant has not
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employed, dealt with or negotiated with any broker in connection with this
Agreement, other than Xxxxxxx and Xxxxxxxxx, Inc and The Georgetown Company, and
Tenant shall indemnify, protect, defend and hold Landlord harmless from and
against any and all liability, damage, cost and expense (including attorney's
fees and disbursements) arising out of any claim for a fee or commission by any
broker or other party other than Xxxxxxx & Wakefield, Inc. and The Georgetown
Company in connection with this Agreement. Landlord shall pay any commission due
to Xxxxxxx & Xxxxxxxxx, Inc. pursuant to a separate agreement.

     8.   Miscellaneous.
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          A.  Except as expressly modified herein, Landlord and Tenant affirm
that the Lease is in full force and effect. By entering into this Agreement,
Landlord does not and shall not be deemed either (i) to waive or forgive any
default, rent arrears or other condition with respect to the Lease or the use of
the Original Premises, whether or not in existence or known to Landlord at the
date hereof, or (ii) to consent to any matter as to which Landlord's consent is
required under the terms of the Lease, except such as may heretofore have been
waived in writing or consented to in writing by Landlord.

          B.  All capitalized terms and other terms not otherwise defined herein
shall have the meanings ascribed to them in the Lease.

          C.  The preamble and recitals contained in the "WHEREAS" clauses of
this Agreement are hereby incorporated into this Agreement.

          D.  Except as expressly modified or amended by this Agreement, all of
the terms, covenants and conditions of the Lease are hereby ratified and
confirmed and, except insofar as reference

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to the contrary is made in any such instrument, all references to the "Lease" in
any future correspondence or notice shall be deemed to refer to the Lease as
modified by this Agreement.

     IN WITNESS WHEREOF, Landlord and Tenant have duly executed this Third
Amendment of Lease as of the date first above written.



                                     TRIZECHAHN NEWPORT INC., Landlord


                                     By: /s/ Xxxxx X. Xxxxx
                                        ----------------------------------------
                                        Xxxxx X. Xxxxx, Assistant Secretary



                                     By: /s/ Xxxxxxx X. Xxxxxxxx
                                        ----------------------------------------
                                        Xxxxxxx X. Xxxxxxxx, Xx. Vice President



                                     KNIGHT SECURITIES, L.P., Tenant
                                     By: Roundtable Partners, L.L.C., General 
                                          Partner



                                     By: /s/ Xxxxxx Xxxxxx
                                        ----------------------------------------
                                        Name:  Xxxxxx Xxxxxx
                                        Title: Secretary



                                     Tenant's Federal I.D. #00-0000000

                                      -6-

 
STATE OF New Jersey )
                    )  ss.:
COUNTY OF Bergen    )



          On this 6th day of March 1998, before me personally came Xxxxxx
Xxxxxx, to me known to be the person who executed the foregoing instrument, and
who, being duly sworn by me, did depose and say that he is a member of
Roundtable Partners, L.L.C., a limited liability company which is a general
partner of Knight Securities, L.P., a New York limited partnership, and that he
had authority to sign the foregoing instrument, and he acknowledged to me that
he executed and delivered the same as the act and deed of said partnership for
the uses and purposes therein mentioned.



                                        Xxxxxxxxx Xxxxxxxxxx
                                        --------------------
                                        Notary Public 

                                        XXXXXXXXX XxXXXXXXXX
                                     NOTARY PUBLIC OF NEW JERSEY
                                MY COMMISSION EXPIRES APRIL 23, 2001

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                                   EXHIBIT A

                        [29TH FLOOR PLAN APPEARS HERE]

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                                                         Xxxxxxx Xxxxxx Xxxxx  
                                  00XX XXXXX            Xxxxxx Xxxx, Xxx Xxxxxx