EXHIBIT 10.14
THIS AGREEMENT, made this 7th day of October, l997, between THE XXXXXX,
CHURCH-WARDENS AND VESTRYMEN OF TRINITY CHURCH IN THE CITY OF NEW-YORK, a
religious corporation in the State of New York, having its office and address at
00 Xxxxxxx Xxxxx in the Borough of Manhattan, City, State and County of New York
(hereinafter referred to as the "Landlord"), and DELIA'S, INC., a Delaware
Corporation, having its place of business at 000 Xxxxxx Xxxxxx, Xxxxxxx xx
Xxxxxxxxx, Xxxx, Xxxxxx and State of New York (hereinafter referred to as the
"Tenant").
W I T N E S S E T H :
WHEREAS, the Landlord and Delia's LLC entered into an agreement of lease
dated May 3, 1995, modified September 26, 1996 and further modified April 4,
1997 herein the Landlord leased to the Tenant a portion of the 3rd Floor as
described in the lease, in the building of the Landlord known as 000 Xxxxxx
Xxxxxx, Xxx Xxxx, Xxx Xxxx, for a term to commence May 1, 1995, and expire
(unless sooner terminated in accordance with the provisions of the lease) on
March 31, 2007 at the rent and additional rents and on the other terms and
covenants set forth in such lease (the said lease is hereinafter referred to as
the "Lease" and the premises thereby demised are hereinafter referred to as the
"Original Premises"), and
WHEREAS, Delia's LLC assigned all of its right, title and interest in the
Lease to the Tenant; and
WHEREAS, Tenant wishes to (i) take and hire additional space in said
building consisting of a portion of the 5th floor as hatched in red on the
diagram attached hereto and made part of the Agreement and marked Exhibit "C"
(such additional space is hereinafter referred to as the "Additional Space"),
and the Landlord is willing to agree to lease the Additional Space to the Tenant
on the terms herein prescribed and otherwise on those set forth in the Lease;
and
WHEREAS, the Landlord and the Tenant desire to modify the Lease
accordingly.
NOW, THEREFORE, it is hereby mutually covenanted and agreed between the
parties hereto as follows:
l. The Lease shall be and it hereby is modified in the following respects
effective as of September 26, 1997:
(a) By making the Additional Space a part of the Premises demised under
the Lease which the Landlord lets and leases to the Tenant and the Tenant takes
and hires from the Landlord for the remainder of the term of the Lease and upon
all of the terms, covenants and conditions of the Lease except as they are
herein modified.
(b) Subject to Section 2 hereof, the fixed annual rent payable under the
Lease shall be increased to the annual rates of (i) $525,374.50 during the
period commencing on May 1, 1998 and ending April 30, 2003, payable in monthly
installments of $43,781.21 payable in advance on the first of each calendar
month and (ii) of $538,999.50 during the period commencing on May 1, 2003 and
ending March 31, 2007, payable in monthly installments of $44,916.63 payable in
advance on the first of each calendar month.
(c) The definition of "Tenant's Proportionate Share" shall be adjusted
to reflect the addition of the Additional Space.
(d) For the purposes of computing the escalations in respect to the
Additional Space, the following changes are made to Article THIRTY-SEVENTH of
the Lease:
(i) The term "Base Index" shall mean the Index as last published
prior to November 1, 1997;
(ii) The term "Base Year" shall mean the calendar year 1998.
(iii) The term "Computation Date" shall mean the first day of April,
1999 and, in Subsequent Years, its anniversary date.
(iv) "Statements for the Tenant" shall be furnished on or before
May 1, 1999, and on or before that day in each Subsequent
Year.
The Tenant shall continue to pay escalation with respect to the Original
Premises as set forth in the Lease.
(2)
2. The Tenant is hereby granted the privilege of occupying the
Additional Space subject to all of the terms, covenants and conditions of the
lease, including but not limited to, the payment of any service charges for
electric current, water, sprinkler maintenance and any overtime elevator or heat
service and to the payment of any additional rent payable pursuant to the
provisions of Article THIRTY-SEVENTH of the Lease but otherwise free of the
payment of the fixed rent applicable to the Additional Space. ($17,961.63 per
month) during the period beginning with September 26, 1997 and ending on April
30, 1998, the date prior to the commencement of the term.
The right to occupy the premises free of rent during the period set forth
above shall be subject to the condition that the Tenant shall not default in the
payment of any other fixed rent, or any additional rent or any other charge due
under this lease or in the performance of the other terms, covenants and
conditions thereof. In the event of any such default, then fixed annual rent at
the monthly rate set forth in this lease shall be payable during the period in
which the Tenant would otherwise be entitled to the use of the premises free of
fixed annual rent. Any such payment shall be paid within l0 days following
demand and shall constitute additional rent under this lease.
3. It is agreed that the following work is to be done in the Additional
Space by the Landlord at the Landlord's expense:
a) Renovate and recaulk windows. Replace any cracked or broken
and nontransparent panes and wash once at commencement of
lease.
b) Demolish any unused piping and wiring, etc. Deliver perimeter
radiation in good working order.
c) Deliver up to 10 xxxxx per sq. ft. of 3-phase electric power
with disconnect and meter; Tenant to be responsible for the
distribution of electricity within the premises.
d) Deliver ACP-5 form.
The Tenant agrees that, notwithstanding the fact that the Landlord will
tender the Additional Space to the Tenant for possession on September 26, 1997,
the Landlord may perform and complete the items of work listed above after that
date and the Tenant agrees to provide the Landlord with unrestricted access to
the Additional Space and to cooperate fully
(3)
with the Landlord in order to permit the Landlord to perform such work as
expeditiously as possible.
In the event that the Landlord shall not complete the work set forth above
by November 1, 1997, then (but only if and only to the extent that) such delay
actually prevents or delays the Tenant from constructing and installing the
improvements it intends to construct and install in the Additional Space, then
the payment of the fixed rent applicable to the Additional Space ($17,961.63 per
month), shall be postponed (from May 1, 1998) by the number of days equal to the
number of days of such delay.
4. Except as modified in accord with the provisions of this Agreement,
the Lease is hereby ratified and affirmed and the Tenant covenants and agrees to
keep and perform the obligations of the Lease as hereby modified.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the day and year first above written.
THE XXXXXX, CHURCH-WARDENS AND
VESTRYMEN OF TRINITY CHURCH IN
THE CITY OF NEW-YORK
[CORPORATE SEAL]
ATTEST:
By: /s/ Xxxxxx Xxxxxxx By: /s/ Xxxxxxx Xxxxxx
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Executive Vice President Director of Leasing
of Real Estate
[CORPORATE SEAL]
ATTEST: DELIA'S, INC.
By: /s/ Xxxxx Xxxxxxxxxxx By: /s/ Xxxx X. Xxxxxxx
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Assistant Secretary Title: Senior Vice President
(4)
