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Exhibit 10.15
THIRD AMENDMENT TO LEASE AGREEMENT
AMENDMENT dated April 2, 1996 to Lease Agreement dated the 23rd day of
April, 1992 between 0000 Xxxxxxxx Realty Co. (the "Landlord") and The Princeton
Review, Inc. (the "Tenant"), as amended (the "Lease").
W I T N E S E T H:
WHEREAS, the Landlord and the Tenant desire to further amend the Lease
to provide for the Tenant to lease the second floor, formerly occupied by
Charivari, Inc. and Columbia Life Insurance Co. (the "Second 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 to otherwise amend the Lease, 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. (a) The Second Floor Premises 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, or the first amendment or the second amendment thereto,
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. Subject to Section 6 hereof, the term of the Lease
with respect to the Second Floor Premises shall commence on June 1, 1996 and
expire on May 31, 2006.
(b) The term under the Lease, which shall continue to cover
the entire third floor of the Building (the "Third Floor Premises") shall be
extended until May 31, 2006, provided, however, that no real estate tax
escalation shall be applicable after 7 1/2 years from the commencement of rent
payment under Section 5. The minimum annual base rent for the Third Floor
Premises shall be payable as provided in the Lease as follows:
From February 1, 2005 to May 31, 2005 $219,543 per annum;
From June 1, 2005 to May 31, 2006 $224,482 per annum.
3. The minimum annual base rent for the Second Floor Premises
shall be payable as provided in the Lease as follows:
From June 1, 1996 to May 31, 1997 $179,200 per annum;
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From June 1, 1997 to May 31, 1998 $184,000 per annum;
From June 1, 1998 to May 31, 1999 $188,800 per annum;
From June 1 1999 to May 31, 2000 $193,600 per annum;
From June 1, 2000 to May 31, 2001 $198,400 per annum;
From June 1, 2001 to May 31, 2002 $203,200 per annum;
From June 1, 2002 to May 31, 2003 $208,000 per annum;
From June 1, 2003 to May 31, 2004 $212,800 per annum;
From June 1, 2004 to May 31, 2005 $217,600 per annum;
From June 1, 2005 to May 31, 2006 $222,400 per annum.
4. In applying Article 134 to the Second and the Third Floor
Premises, the percentage shall be 50%, and with regard to the Second Floor
Premises and the third floor of the Building under the Lease, under Article 134
the Base Tax Year shall be the 1995/1996 New York City fiscal year.
5. The obligation to pay rent and additional rent with respect to
the Second Floor Premises shall become effective upon the earlier of the date
that the Architect certifies that the Landlord's New Work (hereinafter defined)
on the Second Floor Premises is substantially complete or Tenant's taking
possession thereof, whichever is earlier. If. such date occurs after the
commencement date, then the rent and additional rent shall be abated during the
interim period; and if such date occurs prior to the commencement date, then the
rent and additional rent shall be prorated during the interim period based on
the applicable rent and additional rent during the first year. The "Architect"
is the architect who prepares the plans and specifications for the Landlord's
New Work.
6. Provided and upon condition that Tenant is not in default upon
any of the terms, covenants and conditions of this Lease to be performed by
Tenant, the Tenant shall have the option from time to time to cancel and
terminate the Lease with respect to any of the following: The premises demised
under the original Lease, the New Third Floor Premises, and/or the Second Floor
Premises, effective upon any date from and after February 1, 2003, on the
following conditions: Tenant shall send written notice to the Landlord at least
six months prior to the effective termination/cancellation date (TIME BEING OF
THE ESSENCE) by registered or certified mail, return receipt requested,
specifying the portion of the premises demised under the Lease with respect to
which the Lease is to be canceled and the date set for cancellation. Such option
may be exercised with respect to different spaces at different times. Upon
notice properly given under this paragraph 6, provided Tenant shall have made
the appropriate payment
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set forth below, then the Lease shall terminate with respect to the portion of
the premises specified in the notice as if the termination date were the date
initially set forth herein for the expiration of the lease of that portion of
the premises. The payments are as follows:
Effective Date Between Payment
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Original Third
Floor North
Premises: 6/1/03 and after $-0-
New Third
Floor
Premises: 6/1/03 to 5/31/04 $25,000
6/1/04 and after $-0-
Second
Floor
Premises: 6/1/03 to 5/31/04 $80,000
6/1/04 to 5/31/05 $40,000
6/1/05 and after $-0-
In the event of any such cancellation, Landlord shall construct a new demising
wall that shall, on the side facing into the premises demised under the Lease,
match the decor of the premises demised under the Lease.
7. The Landlord shall at its own cost and expense: (a) perform
the renovations in the demised premises in accordance with the plans, notes and
specifications attached hereto, (b) install independent meters (i.e. meters
billed directly by the utility company to Tenant) for the Second Floor Premises,
all in accordance with the plans and specifications annexed hereto, (c) upon
Tenant's request, install an interior stairway as designed by Tenant's architect
connecting the Second Floor Premises to the third floor similar in quality and
design to the interior improvements then existing in such premises, (d) install
panic bar on the door to the rear stairwell, install new light fixtures and
increase lighting, clean, sand, plaster, and repaint rear stairwell
(collectively, the "Landlord's New Work") and (e) make minimal alterations to
the Third Floor Premises in accordance with the plans and specifications annexed
hereto. 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 allow Tenant temporary
free use of the premises at 000 0xx Xxxxxx as previously discussed until the
Second Floor Premises shall be ready for occupancy.
8. From and after the effective date under Section 5 above,
Tenant shall pay monthly water/sewer charges and miscellaneous charges as
follows for Second Floor Premises $70.00/mo. and $100.00/mo., respectively.
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9. This Third Amendment shall not be effective until all of the
following events shall have occurred and the parties hereto shall have received
notice thereof on or prior to December 29, 1995: Landlord shall have entered
into a surrender agreement with all current tenants in occupancy in the Second
Floor Premises; Tenant shall have entered into a surrender agreement with The
Women's Resource Center, Inc. with respect to its subtenancy on the fourth floor
of the Building; Tenant and Landlord shall have entered into a surrender
agreement with respect to Tenant's tenancy on the fourth floor of the Building;
Tenant shall have entered into a surrender agreement with respect to Tenant's
tenancy on the third floor of the building known as 0000 Xxxxxxxx, Xxx Xxxx, XX;
and all of such surrender agreements shall have become effective; or such spaces
shall have been properly surrendered to Tenant's reasonable satisfaction. If all
of such conditions are not satisfied on or prior to March 31, 1996, then this
Third Amendment shall be void and of no force or effect.
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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Xxxx Xxxxx, General Partner
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