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Exhibit 10.13
AMENDMENT TO LEASE AGREEMENT
AMENDMENT dated December 9, 1993 to Lease Agreement (the "Lease") dated
the 3rd day of April, 1992 between 0000 Xxxxxxxx Realty Co. (the "Landlord") and
The Princeton Review, Inc. (the "Tenant").
W I T N E S E T H:
WHEREAS, the Landlord and the Tenant desire to amend the Lease to
provide for the Tenant to lease the balance of the third floor not previously
demised under the Lease, including the premises formerly occupied by Charivari,
Ltd. and X.X. Xxxxx Associates, Inc. (the "New Third Floor Premises"), and a
portion of the fourth floor, constituting Room 402, formerly occupied by New
York City Lites, Inc. (the "Fourth Floor Premises"), of the building (the
"Building") known as 0000 Xxxxxxxx, Xxx Xxxx, XX in which the premises that are
demised under the Lease are situated, all as set forth on Exhibit A annexed
hereto and all on the terms herein and in the Lease set forth,
NOW, THEREFORE, In consideration of the premises and the mutual
covenants contained herein, the sufficiency of which is hereby acknowledged, the
parties hereto hereby agree as follows:
1. Each capitalized term used herein and not defined shall have
the definition set forth in the Lease.
2. This Lease Amendment shall not be effective until satisfaction
of the following conditions: the Tenant shall have entered into: (a) a surrender
agreement (the "Xxxxx Surrender Agreement") with X.X. Xxxxx Associates, Inc., a
tenant in premises on the third floor of the Building, and (b) a surrender and
sublease agreement (the "Surrender and Sublease Agreement") with Charivari, Ltd.
a tenant in the premises on the third floor of the Building, and the [Women's
Center Inc.], a subtenant in premises on the third floor of the Building, each
satisfactory to the Tenant and the Landlord and consented to by the Landlord;
provided that if the Xxxxx Surrender Agreement is executed as set forth above,
then this Amendment shall be effective as to the premises (the "Xxxxx Premises")
surrendered under the Xxxxx Surrender Agreement.
3. (a) The New Third Floor Premises and the Fourth Floor Premises
(or just the Xxxxx Premises, as the case may be) shall be included in the
demised premises under the Lease for all purposes under the Lease, except to the
extent that any provision in the Lease pertains only to the premises demised
under the original Lease, including, without limitation, Articles 64, 122, 125,
136(c) (subject to Section 9 below), and 137, which Articles shall not apply to
any premises demised under this Amendment.
(b) The term under the Lease shall be extended until February
28, 2004, and the annual minimum base rent for the year from July 1, 2002 to
June 30, 2003 shall be
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$104,000.00 and from July 1, 2003 to February 28, 2004 shall be $106,400.00,
prorated for eight months, for the premises that were demised under the Lease
prior to this Amendment.
4. (a) The minimum annual base rent for the New Third Floor
Premises shall be payable as provided in the Lease as follows (and, if just the
Xxxxx Premises are demised under this Amendment, then the minimum annual base
rent for the Xxxxx Premises alone shall be the amounts set forth below prorated
by square footage of the Xxxxx Premises relative to the New Third Floor
Premises):
From March 1, 1994 to February 28, 1995 $85,763.00 per annum;
From March 1, 1995 to February 28, 1996 $88,261.00 per annum;
From March 1, 1996 to February 28, 1997 $90,759.00 per annum;
From March 1, 1997 to February 28, 1998 $93,257.00 per annum;
From March 1, 1998 to February 28, 1999 $95,755.00 per annum;
From March 1, 1999 to February 28, 2000 $98,253.00 per annum;
From March 1, 2000 to February 28, 2001 $100,751.00 per annum;
From March 1, 2001 to February 28, 2002 $103,249.00 per annum;
From March 1, 2002 to February 28, 2003 $105,747.00 per annum;
From March 1, 2003 to February 28, 2004 $108,245.00 per annum.
(b) The minimum annual base rent for the Fourth Floor Premises
shall be payable as provided in the Lease as follows:
From March 1, 1994 to February 28, 1995 $18,000.00 per annum;
From March 1, 1995 to February 28, 1996 $18,600.00 per annum;
From March 1, 1996 to February 28, 1997 $19,200.00 per annum;
From March 1, 1997 to February 28, 1998 $19,800.00 per annum;
From March 1, 1998 to February 28, 1999 $20,400.00 per annum;
From March 1, 1999 to February 28, 2000 $21,000.00 per annum;
From March 1, 2000 to February 28, 2001 $21,600.00 per annum;
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From March 1, 2001 to February 28, 2002 $22,200.00 per annum;
From March 1, 2002 to February 28, 2003 $22,800.00 per annum;
From March 1, 2003 to February 28, 2004 $23,400.00 per annum.
(c) Tenant shall deposit additional security in the sum of
$17,293.84, the receipt of which is hereby acknowledged, provided that such
deposit shall be returned pro rata in case just the Xxxxx Premises are demised
under this Amendment.
5. In applying Article 134 to the New Third Floor Premises and
the Fourth Floor Premises, the percentages shall be 13% and 5%, respectively,
and in all cases under Article 134 the Base Tax Year shall be the 1993/1994 New
York City fiscal year.
6. The increases in rent and additional rent set forth in
paragraphs 4 and 5 above shall become effective as follows: 50% of such
increases applicable to the New Third Floor Premises shall go into effect upon
the earlier of the date that the Architect certifies that the Landlord's New
Work on the Third Floor Premises is substantially complete or Tenant's, or any
subtenant's, taking possession thereof, and 50% of such increases applicable to
the Fourth Floor Premises shall go into effect upon the earlier of the date that
the Architect certifies that the Landlord's New Work on the Fourth Floor
Premises is substantially complete or Tenant's, or any subtenant's, taking
possession thereof (or 50% of such increases applicable to the Xxxxx Premises
shall similarly go into effect if just the Xxxxx Premises are demised under this
Amendment); and the remaining 50% of all of such increases shall go into effect
upon the date that the Architect certifies that all of the Landlord's New Work
is substantially complete. The "Architect" is the architect who prepares the
plans and specifications for the Landlord's New Work (hereinafter defined).
7. Paragraph 123 of the Lease after the words "to the Landlord in
the amount of" is hereby deleted and the following text is inserted in its
place: "20% of the Landlord's construction cost to Tenant's original premises,
which were in the amount of $212,500; and 30% of the Landlord's construction
costs of the Landlord's New Work under this Amendment to the New Third Floor
Premises and the Fourth Floor Premises (or the Xxxxx Premises, as the case may
be), which costs shall be computed and agreed upon at the time of the completion
of the construction, the Tenant may terminate this Lease after the eighth year
of the original term thereof."
8. As set forth in the Surrender and Sublease Agreement, the
Tenant shall have the right to sublease to the Women's Center (a non-profit
institution) any space in the building leased by the Tenant, and Landlord shall
provide to the Women's Center under such sublease the same amenities such as
placement on the directory, as it provides under the Surrender and Sublease
Agreement, any provision in paragraph 92(C)(i) of the Lease to the contrary
notwithstanding.
9. The Landlord shall at its own cost and expense: (a) perform
the renovations in the demised premises, (b) install independent meters (i.e.
meters billed directly by the utility
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company to Tenant) for floors three and the portion of the fourth floor of the
Building subleased by the Tenant to the Women's Center, or install an
independent meter for the entire demised premises under the Lease, as amended,
with a submeter for the portion of the fourth floor of the Building subleased by
the Tenant to the Women's Center, (c) refurbish the elevator car and the
elevator door in the Building, and (d) convert the elevator in the Building to
an automatic elevator, all in accordance with the plans and specifications
annexed hereto, (e) if Tenant takes for its own use the Fourth Floor Premises,
then upon Tenant's request, install an interior stairway as designed by Tenant's
architect connecting the Fourth Floor Premises to the third floor similar in
quality and design to the interior improvements then existing in such premises
(collectively, the "Landlord's New Work"); provided that if only the Xxxxx
Premises are demised hereby, then item (a) above with regard to the Xxxxx
Premises, item (c) and item (d) above shall constitute Landlord's New Work. The
representations, warranties and covenants of the Landlord in Section 136(c) of
the Lease shall apply to the Landlord's New Work, as if set forth hereat in full
with reference thereto. Landlord shall, except as otherwise required by law,
maintain the opening from the third floor into the adjoining building.
10. Except as amended hereby the Lease remains unamended and in
full force and effect and is hereby ratified and confirmed.
IN WITNESS WHEREOF, the Tenant has caused this Amendment to be executed
by its duly authorized officer, and the Landlord has caused this Amendment to be
executed by its duly authorized general partner, as of the date first above
written.
THE PRINCETON REVIEW, INC.
By:/s/ Xxxx Xxxxxxx
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Xxxx Xxxxxxx
Vice President
0000 XXXXXXXX REALTY CO.
By: /s/ Xxxxxxx Xxxxx
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Name:
Title: General Partner
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THE PRINCETON REVIEW, INC.
0000 XXXXXXXX
XXX XXXX, XX 00000
December 9, 1993
BY HAND
X.X. Xxxxx Associates, Inc.
2315. Broadway
Xxx Xxxx, XX 00000
Attn: Xx. Xxxxx Xxxxx
Re: Surrender Agreement (the "Agreement") among X.X. Xxxxx
Associates, Inc., The Princeton Review, Inc. ("TPR") and 0000
Xxxxxxxx Realty Co. ("Landlord")
Dear Xxxxx:
Please take notice that TPR has executed in full a lease
between it and Landlord covering the entire Xxxxx Premises (as defined in the
Agreement) today. December 9, 1993 is, therefore, the Effective Date under the
Agreement.
Very truly yours,
THE PRINCETON REVIEW, INC.
By: /s/ Xxxx Xxxxxxx
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Xxxx Xxxxxxx, Vice President
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