Exhibit 10.2
Lease No. WT-2887-B-84 (985)
Supplement No. 1
SUPPLEMENTAL AGREEMENT
THIS AGREEMENT, made as of the 21st day of March, 1993, by and
between THE PORT AUTHORITY OF NEW YORK AND NEW JERSEY (hereinafter called the
"Port Authority") and EURO BROKERS INC. (hereinafter called the "Lessee"),
WITNESSETH, That:
WHEREAS, the Port Authority and the Lessee heretofore and as
of September 10, 1992 entered into an agreement of lease identified by the above
Port Authority Lease Number covering premises at the Port Authority World Trade
Center in the Borough of Manhattan, City, County and State of New York (which
agreement of lease, as the same may have been heretofore supplemented and
amended, is hereinafter called the "Lease"); and
WHEREAS, the Port Authority and the Lessee desire to add to
the premises under the Lease and to amend the same in certain other respects;
NOW, THEREFORE, for and in consideration of the covenants and
mutual agreements herein contained, the Port Authority and the Lessee hereby
agree as follows:
1. In addition to the premises heretofore let to the Lessee
under the Lease, the letting of which shall continue in full force and effect,
subject to and in accordance with all of the terms, provisions, covenants and
conditions of the Lease, the Port Authority hereby lets to the Lessee and the
Lessee hereby hires and takes from the Port Authority at the Port Authority
World Trade Center in the Borough of Manhattan, City, County and State of New
York the spaces shown in horizontal hatching, diagonal hatching and
crosshatching on the sketch annexed hereto, hereby made a part hereof and marked
"Exhibit A-1", together with the fixtures, improvements and other property of
the Port Authority located or to be located therein or thereon (the space shown
in horizontal hatching on Exhibit A-1, together with the fixtures, improvements
and other property therein or thereon hereinafter being referred to as "Closet
Space A"; the space shown in diagonal hatching on Exhibit A-1, together with the
fixtures, improvements and other property therein or thereon hereinafter being
referred to as "Closet Space B"; and the space shown in crosshatching on Exhibit
A-1, together with the fixtures, improvements and other property therein or
thereon hereinafter being referred to as "Closet Space C"). Each of Closet Space
A, Closet Space B and Closet Space C shall be and become a part of the premises
under the Lease at 12:01 o'clock A.M. on March 22, 1993 and shall continue,
unless sooner terminated, throughout the balance of the term of the letting
under the Lease.
1
The Port Authority and the Lessee hereby acknowledge that each of Closet Space
A, Closet Space B and Closet Space C constitutes non-residential real property.
2. The Lessee shall use each of Closet Space A, Closet Space B
and Closet Space C solely for storage purposes in connection with its permitted
business activities under the Lease and for no other purpose or purposes
whatsoever.
3. For the period from and after the Effective Date throughout
the balance of the term of the letting under the Lease, the Lessee, in addition
to the basic rental otherwise payable under the Lease, shall pay to the Port
Authority a basic rental for (a) Closet Space A at the rate of One Thousand
Three Hundred Eight Dollars and No Cents ($1,308.00) per annum, in advance in
monthly installments of One Hundred Nine Dollars and No Cents ($109.00) each, on
the Effective Date and on the first day of each calendar month thereafter
throughout the balance of the term of the letting under the Lease; (b) Closet
Space B at the rate of Six Hundred Eighty-four Dollars and No Cents ($684.00)
per annum, in advance in monthly installments of Fifty-seven Dollars and No
Cents ($57.00) each, on the Effective Date and on the first day of each calendar
month thereafter throughout the balance of the term of the letting under the
Lease; and (c) Closet Space C at the rate of Two Thousand Seven Hundred
Seventy-two Dollars and No Cents ($2,772.00) per annum, in advance in monthly
installments of Two Hundred Thirty-one Dollars and No Cents ($231.00) each, on
the Effective Date and on the first day of each calendar month thereafter
throughout the balance of the term of the letting under the Lease.
4. From and after the Effective Date the basic rental for
Closet Space A, Closet Space B and Closet Space C set forth in paragraph 3,
above, shall be subject to adjustment during the term of the lettings of the
said Closet Spaces in accordance with the provisions of Schedule A-1 attached to
this Agreement and hereby made a part hereof. For the purpose of computing
additional basic rental with respect to the said Closet Spaces pursuant to
Schedule A-1 attached hereto, reference in said Schedule A-1 to the premises
shall mean Closet Space A, Closet Space B and Closet Space C, collectively.
5. The Lessee acknowledges that it has inspected Closet Space
A, Closet Space B and Closet Space C and has found them in good order and repair
and has determined them to be suitable for its operations hereunder. The Lessee
agrees to and shall take Closet Space A, Closet Space B and Closet Space C in
their "as is" condition and the Port Authority shall have no obligation for
finishing work or for preparation of the said Closet Spaces for the Lessee's
use. The Lessee acknowledges that it has not relied upon any representation or
statement of the Port Authority or its Commissioners, officers, employees or
agents as to the suitability of Closet Space A, Closet Space B and Closet Space
C for the operations permitted on the said Closet Spaces by this Agreement. The
Lessee further acknowledges and understands that the Port Authority will not
supply heat, ventilation and air-cooling in Closet Space A, Closet Space B and
Closet Space C, and the Lessee further
2
agrees that no portion of Closet Space A, Closet Space B and Closet Space C will
be used initially or at any time during the letting which is in a condition
unsafe or improper for the conduct of the Lessee's operations under the Lease so
that there is possibility of injury or damage to life or property.
6. (a) Notwithstanding the provisions of paragraph (c) of
Section 42 of the Lease, the Port Authority will not supply cleaning services to
Closet Space A, Closet Space B and Closet Space C.
(b) Notwithstanding the provisions of Section 46 of the
Lease and subject to the provisions of Section 42(f), (g), (h) and (i) of the
Lease, the Port Authority shall, without additional charge, furnish to Closet
Space A, Closet Space B and Closet Space C during normal business hours
electricity for illumination only, by which is meant the energizing of
fluorescent bulbs through existing wires, conduits and outlets, if any.
7. Notwithstanding any other provision of this Agreement, the
Port Authority and the Lessee shall each have the right to terminate the letting
of each of Closet Space A, Closet Space B and Closet Space C under this
Agreement, without cause, at any time on thirty (30) days' notice to the other
party. Any such termination of the letting of Closet Space A, Closet Space B and
Closet Space C shall have the same force and effect as if the effective date of
termination were the date fixed herein for the expiration of the term of the
letting of Closet Space A, Closet Space B and Closet Space C under this
Agreement.
8. The Lessee represents and warrants that no broker has been
concerned in the negotiation and execution of this Agreement or the letting of
Closet Space A, Closet Space B and Closet Space C hereunder and that there is no
broker who is or may be entitled to be paid a commission in connection
therewith. The Lessee shall indemnify and save harmless the Port Authority of
and from any and all claims for commission or brokerage made by any and all
persons, firms or corporations whatsoever for services in connection with the
negotiation and execution of this Agreement or the letting of Closet Space A,
Closet Space B and Closet Space C hereunder.
9. Neither the Commissioners of the Port Authority nor any of
them, nor any officer, agent or employee thereof, shall be charged personally by
the Lessee with any liability, or be held liable to it under any term or
provision of this Agreement, or because of its execution or attempted execution
or because of any breach thereof.
10. As hereby amended, all the terms, covenants, provisions,
conditions and agreements of the Lease shall be and remain in full force and
effect.
11. This Agreement and the Lease which it amends constitute
the entire agreement between the Port Authority and the Lessee on the subject
matter, and may not be
3
changed, modified, discharged or extended except by instrument in writing duly
executed on behalf of both the Port Authority and the Lessee. The Lessee agrees
that no representations or warranties shall be binding upon the Port Authority
unless expressed in writing in the Lease or this Agreement.
IN WITNESS WHEREOF, the Port Authority and the Lessee have
executed these presents, as of the date first above written.
ATTEST: THE PORT AUTHORITY OF NEW YORK
AND NEW JERSEY
BY /s/ The Port Authority of New York and New Jersey
------------------------ ---------------------------------------------------
SECRETARY
(TITLE) Director, World Trade Department
------------------------------------
(Seal)
ATTEST: EURO BROKERS INC.
BY/s/ Xxxxxx Xxxxxxxx
------------------------ ---------------------------------------------------
SECRETARY
(TITLE) President
------------------------------------
(Corporate Seal)
4
[DIAGRAM]
ALL DIMENSIONS ARE APPROXIMATE
INITIALED:
/s/
------------------------------------
For the Port Authority
/s/ Xxxxxx Xxxxxxxx
------------------------------------
For the Lessee
XXXXX XXXXX XXXXXXXX
XXXXX 00XX XXX XXXX XX XXX XXXX AUTHORITY
THE WORLD TRADE CENTER
DATE: DEC. 9, 1992 EXHIBIT A-1 DRAWING NO. WT-2887-B84
5
SCHEDULE A-1
1. For the purposes of this Schedule A-1, the following
provisions shall apply:
(a) "Taxes" shall mean real estate taxes and assessments
which may be imposed from time to time by the United States of America, the
State of New York or any municipality or other governmental authority, upon the
Port Authority with respect to the buildings, structures, facilities or land at
the World Trade Center or with respect to the rentals or income therefrom in
lieu of or in addition to any tax or assessment which would otherwise be a real
estate tax or assessment and taxes shall include any payments in lieu of real
estate taxes or assessments which may be agreed upon between the Port Authority
and any of the foregoing governmental authorities, other than payments in lieu
of taxes described in paragraph (b) below.
(b) "Payments in lieu of taxes" shall mean such payments as
the Port Authority has agreed to pay the City of New York under an agreement
dated 1967 as it may have been or may be thereafter supplemented or amended
(hereinafter called "the City Agreement").
(c) The "annual per rentable square foot factor" referred to
in this Schedule was initially fixed at $1.25 in the City Agreement and
provision was made in paragraph 7(3) of the City Agreement for changes therein
from time to time to reflect changes in the tax rate and changes in assessed
valuations.
(d) "Tax base" shall mean $4.06.
(e) "Tax year" shall mean the twelve-month period
established by The City of New York as a tax year for real estate tax purposes.
(f) "Wage rate" shall mean the cost for an hour's work by a
xxxxxx engaged to work a 40 hour work week in a Class A office building in the
City of New York which hourly cost shall be limited solely to the hourly wage
rate for porters as that rate is established from time to time by collective
bargaining agreement between the Realty Advisory Board on Labor relations,
Incorporated, acting on behalf of various building owners and Local 32B-32J,
Service Employees International Union, AFL-CIO, (which collective bargaining
agreement is hereinafter referred to as "the Contract"), plus a proper
proportion of fringe benefits and other payroll costs. As used herein:
(1) "Xxxxxx" or "porters" shall mean those employees
engaged in the general maintenance and operation of office buildings
and classified as "Others" by the Contract.
Page 1 of Schedule A-1
(2) "Fringe benefits" shall mean the items of cost
which an employer would be obligated to pay or would incur pursuant to
the contract on the basis of wages paid to a xxxxxx engaged to work a
40 hour work week in Class A office building in New York City who is
entitled to receive on an annual basis the maximum entitlement under
the Contract, including, without limitation, vacation allowances, sick
leave, holiday pay, birthdays, jury duty, medical checkup, lunch time,
relief time, other paid time off, bonuses, union assessments allocable
to pension plans and welfare and training funds, and health, life,
accident, or other such types of insurance.
(3) "Other payroll costs" shall mean taxes payable
pursuant to law by an employer upon the basis of wages paid to a xxxxxx
engaged to work a 40 hour work week in a Class A office building in New
York City, including, without limitation, F.I.C.A., New York State
Unemployment Insurance and Federal Unemployment Insurance.
If at any time during the term of the letting under the Lease
the Contract shall require regular employment of porters on days or
during hours when overtime or other premium pay rates are in effect
pursuant to the Contract the hourly wage rate for porters under the
Contract for the applicable period shall be determined by dividing the
weekly wage an employer would be obligated to pay a xxxxxx engaged to
work a 40 hour work week in a Class A office building in New York City
under the Contract by 40.
If either the Realty Advisory Board on Labor
Relations, Incorporated or Local 32B-32J, Service Employees
International Union, AFL-CIO shall cease to exist or a collective
bargaining agreement shall cease to be negotiated between the Realty
Advisory Board on Labor Relations, Incorporated and Local 32B-32J,
Service Employees International Union, AFL-CIO, or if the job
classification "Others" shall be renamed or abolished in any subsequent
collective bargaining agreement entered into between the Realty
Advisory Board on Labor Relations, Incorporated and Local 32B-32J,
Service Employees International Union, AFL-CIO, then the wage rate to
be used in applying the provisions of this Schedule shall be the wage
rate for those employees engaged in the general maintenance and
operation of Class A office buildings either pursuant to any subsequent
collective bargaining agreement between the Realty Advisory Board on
Labor Relations, Incorporated and Local 32B-32J, Service Employees
International Union, AFL-CIO, or if there is no such agreement, then
pursuant to such agreement as the Port Authority shall select.
(g) "Basic wage rate" shall mean the wage rate in
effect on
Page 2 of Schedule A-1
January 1, 1993.
(h) "Rentable square feet in the premises" shall
mean 90 square feet as to Closet Space A, 47 square feet as to Closet
Space B and 191 square feet as to Closet Space C.
(i) "Lease" shall mean the agreement of lease to
which this schedule is attached.
2. From and after each July 1, following the commencement date
of the letting under the Lease, the Lessee shall pay an additional
basic rental under the Lease at the annual rate computed by multiplying
the rentable square feet in the premises by the excess over the tax
base of the total of: (1) the annual per rentable square foot amount of
taxes for the tax year beginning on that July 1; and (ii) the annual
per rentable square foot factor used in computing payments in lieu of
taxes for the tax year beginning on that July 1. If taxes become
payable on a basis other than an annual amount per rentable square
foot, the Port Authority will allocate those taxes to the rentable
square feet of space in the World Trade Center and will notify the
Lessee of the amount of such allocation.
3. In addition to additional basic rental payable under
paragraph 2 above, from and after the commencement date of the letting
under the Lease, the Lessee shall pay additional basic rental under the
Lease at an annual rate equal to $0.01 for each $0.01, or major
fraction thereof, that the wage rate in effect on the commencement date
of the letting and each wage rate thereafter established from time to
time during the term of the letting exceeds the basic wage rate,
multiplied by the rentable square feet in the premises.
4. If the imposition or allocation of taxes or the
establishment of an annual per rentable square foot factor to be used
in computing payments in lieu of taxes for any tax year or the
establishment of a wage rate to be effective for any period of time is
delayed for any reason whatsoever, the Lessee shall nevertheless
continue to pay the additional basic rental at the annual rate then in
effect subject to retroactive adjustments at such time as the taxes are
imposed or allocated or the said per rentable square foot factor or
wage rate shall have been established.
5. After imposition and allocation of taxes for any tax year
and the establishment for each tax year of the annual per rentable
square foot factor used in computing payments in lieu of taxes and
after the effective date of each wage rate in excess of the basic wage
rate, the Port Authority will compute the annual rate or rates of
additional basic rental payable by the Lessee under paragraph 2 or 3
above and will notify the Lessee of the amounts thereof. Additional
basic rental accruing under paragraph 2 or 3
Page 3 of Schedule A-1
above shall be computed separately and each amount thereof shall be
payable by the Lessee to the Port Authority in advance in monthly
installments, each installment being equal to 1/12 of the annual rate
except that if at the time the Port Authority gives notice to the
Lessee under this paragraph, additional basic rental shall have accrued
for a period prior to the notice, the Lessee shall pay such additional
basic rental in full for such period, within ten days after such
notice.
6. If after an amount of additional basic rental shall have
been fixed under paragraphs 2 or 3 above for any period, taxes are
imposed or the amount of taxes or the annual per rentable square foot
factor in regard to payments in lieu of taxes or the wage rate used for
computing such additional basic rental shall be changed or adjusted,
then the additional basic rental payable for that period shall be
recomputed and from and after notification of the imposition, change or
adjustment, the Lessee shall make payments based upon the recomputed
additional basic rental and upon demand the Lessee shall pay any excess
in additional basic rental as recomputed over amounts of additional
basic rental theretofore actually paid. If such change or adjustment
results in a reduction in the amount of additional basic rental for any
period prior to notification, the Port Authority will credit the Lessee
with the difference between the additional basic rental as recomputed
for that period and amounts of additional basic rental actually paid.
/s/
---------------------------
For the Port Authority
/s/ Xxxxxx Xxxxxxxx
---------------------------
For the Lessee
Page 4 of Schedule X-0
XXXXX XX XXX XXXX )
) ss.
COUNTY OF NEW YORK )
On the day of , 19 , before me
personally came to me
known, who, being by me duly sworn, did depose and say that he resides at
that he is the of the Port Authority
of New York and New Jersey, (one of) the corporations described in and which
executed the foregoing instrument; that he knows the seal of the said
corporation; that the seal affixed to the said instrument is such corporate
seal; that it was so affixed by order of the Board of Commissioners of the said
corporation; and that he signed his name thereto by like order.
---------------------------
(notarial seal and stamp)
STATE OF )
) ss.
COUNTY OF )
On the day of , 19 , before me
personally came to me
known, who, being by me duly sworn, did depose and say that he resides at
that he is the President of
one of the corporations described in and which executed the foregoing
instrument; that he knows the seal of the said corporation; that the seal
affixed to the said instrument is such corporate seal; that it was so affixed by
order of the Board of Directors of the said corporation; and that he signed his
name thereto by like order.
---------------------------
(notarial seal and stamp)
Page 5 of Schedule A-1
