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EXHIBIT 10.6.2
AMENDMENT OF LEASE
THIS AMENDMENT, made as of the 10th day of December, 1996, by and between
G-H-G REALTY COMPANY, having an office at 000 Xxxx 00xx Xxxxxx, Xxx Xxxx, Xxx
Xxxx 00000 ("Landlord"), and XXXX DIGITAL TECHNOLOGIES, INC., a Delaware
corporation and the successor by merger to XXXX TYPOGRAPHERS, INC., having an
office at 000 Xxxx 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 ("Tenant").
W I T N E S S E T H:
WHEREAS, by Agreement of Lease dated as of September 27, 1995 (the
"Lease"), Landlord did demise and let unto Tenant and Tenant did hire and take
the entire eighth floor and a portion of the ground floor (the "Original
Premises") as more particularly identified in the Lease, in the building
("Building") known by the street address 000 Xxxx 00xx Xxxxxx, Xxx Xxxx, Xxx
Xxxx; and
WHEREAS, Tenant desires to hire and take an additional piece of space
("Additional Premises") on the seventh floor of the Building, as shown on the
floor plan annexed hereto as Exhibit A and made a part hereof, and Landlord is
agreeable thereto on the terms and conditions hereinafter set forth.
WHEREAS, Landlord and Tenant desire to further amend the Lease as set forth
herein.
NOW, THEREFORE, in consideration of the sum of Ten ($10.00) Dollars paid by
Tenant to Landlord and for other good and valuable consideration, the mutual
receipt and legal sufficiency of which is hereby acknowledged, the parties agree
as follows:
1. Commencing as of the date Landlord substantially completes Landlord's
Work (as hereinafter defined) described on the plans and specifications annexed
hereto as Exhibit B and delivers possession of the Additional Premises to Tenant
in accordance with this Amendment (the "Effective Date"), (i) the premises shall
consist of both (a) the Original Premises and (b) the Additional Premises as
shown on the floor plan annexed hereto as Exhibit A and made a part hereof, (ii)
the term "the demised premises" in the Lease shall be deemed to include the
Original Premises and the Additional Premises and (iii) Schedule A of the Lease
shall be deemed to include Exhibit A annexed to this Amendment.
2. As of the Effective Date the Lease is hereby amended as follows:
(i) with respect to the Additional Premises only, Tenant shall pay to
Landlord a fixed annual rent (hereinafter referred to as "fixed annual
rent") at the annual rate of: One Hundred Forty Thousand One Hundred Thirty
Seven and 50/100 ($140,137.50) Dollars per annum ($11,678.13 per month) for
the period from the Effective Date through and including March 31, 2002;
and One Hundred Fifty Five Thousand Two Hundred Eighty Seven and 50/100
($155,287.50) Dollars per annum ($12,940.63 per month) for the period from
April 1, 2002 through and including the Expiration Date.
(ii) Notwithstanding anything to the contrary contained herein,
provided Tenant is not in default of any of the terms, covenants or
conditions of this Lease, with respect to the Additional Premises only, the
fixed annual rent payable hereunder shall be wholly abated for the period
commencing on the Effective Date and ending on the 90th day thereafter and
partially abated by the amount of $1,459.76 per month for the twenty-four
(24) month period commencing on the 90th day after the Effective Date and
expiring 24 months thereafter.
(iii) Landlord shall prepare the Additional Premises for Tenant's
occupancy according to the plans and specifications annexed hereto as
Exhibit B and made a part hereof at Landlord's sole cost and expense (such
work is referred to as the "Landlord's Work"). Tenant and its
representatives shall have the right to inspect the Landlord's Work at
reasonable intervals prior to its completion in order to determine that the
work is being performed in accordance with the plans and specifications.
The parties recognize that the Effective Date will most likely occur on a
date when the outside temperature will not be warm enough to permit testing
of the air conditioning system installed by Landlord, and accordingly
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evaluation of the proper installation of the new supplemental
air-conditioning system installed by Landlord and serving the Additional
Premises shall survive beyond the Effective Date to such date when the
outside temperature will permit proper testing of such system.
(iv) As set forth in paragraph 3.01(b) "Tenant's Proportionate Share"
shall be increased from 7.76% to 10.21% by virtue of the addition of the
Additional Premises.
(v) As set forth in paragraph 3.01(i) "Wage Rate Multiple" shall be
increased from 23,959 to 31,534 by virtue of the addition of the Additional
Premises. Notwithstanding the foregoing, if the Effective Date occurs prior
to July 1, 1997, in calculating the additional rent payable under Section
3.02, the Wage Rate Multiple shall continue to be 23,959 until June 30,
1997, after which date it shall be 31,534.
3. If Landlord is unable to give possession of the Additional Premises
because of the holding over or retention of possession of any tenant,
undertenant or occupants or for any other reason, Landlord shall not be subject
to any liability for failure to give possession and the validity of the Lease or
this Amendment shall not be impaired under such circumstances, nor shall the
same be construed in any way to extend the term of the Lease. The provisions of
this paragraph are intended to constitute "an express provision to the contrary"
within the meaning of Section 223-a of the New York Real Property Law.
Notwithstanding the foregoing, if Landlord is unable to substantially complete
Landlord's Work and deliver possession of the Additional Premises as provided
for in this Agreement by July 31, 1997, subject to force majeure, then Tenant as
its sole and exclusive remedy hereunder, shall have the right to terminate this
Amendment of Lease Agreement only and the lease of the Additional Premises only
by notice to Landlord delivered not later than August 15, 1997, unless Landlord
substantially completes Landlord's Work and delivers possession of the
Additional Premises in accordance with this Agreement prior to such date.
4. Tenant represents and warrants that it has dealt with no broker other
than X.X. Xxxxx Real Estate in connection with this Amendment and Tenant does
hereby agree to indemnify and hold Landlord harmless of and from any and all
loss, costs, damage or expense (including, without limitation, attorneys' fees
and disbursements) incurred by Landlord by reason of any claim of or liability
to any broker, finder or like agent* who shall claim to have dealt with Tenant
in connection with this Amendment. Tenant specifically represents and warrants
to Landlord that it had no dealings with Helmsley-Spear Inc. or Xxxx Management
Services, Inc., in connection with this Amendment and based upon the truth of
such representation and warranty, the indemnity contained in the foregoing
sentence shall not include claims by such brokers arising out of any agreement
for additional space which they may have had with Landlord with respect to the
lease for the Original Premises.
5. As modified and amended by this Amendment, all of the terms, covenants
and conditions of the Lease are hereby ratified and confirmed and shall continue
to be and remain in full force and effect throughout the remainder of the term
thereof.
6. Unless otherwise expressly stated herein all defined terms used herein
shall have the meanings ascribed thereto under the Lease.
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* other than X.X. Xxxxx Real Estate.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed as of the day and year first above written.
G-H-G REALTY COMPANY,
Landlord
By: /s/ XXXXX XXXXXXX
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Partner
XXXX DIGITAL TECHNOLOGIES, INC.
Tenant
By: /s/ XXXX XXXX
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President
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