EXHIBIT 10.18
SEVENTH ADDITIONAL SPACE AGREEMENT
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AGREEMENT made as of the 5th day of January, 1998 between 00 XXXXX
XXXXXX COMPANY, a New York partnership having its principal office at 000 Xxxx
Xxxxxx, Xxxxxxx xx Xxxxxxxxx, Xxxx, Xxxxxx and State of New York, as landlord
(referred to herein as "Owner"), and N2K INC., a Delaware corporation authorized
to transact business in the State of New York, having an office at 00 Xxxxx
Xxxxxx, Xxxxxxx xx Xxxxxxxxx, Xxxx, Xxxxxx and State of New York, as tenant
(referred to herein as "Tenant").
W I T N E S S E T H :
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WHEREAS:
(1) Under date of September 7, 1995, Owner and N2K Inc., a New York
corporation, Tenant's predecessor in interest, entered into a lease affecting
portions of the tenth (10th) and eleventh (11th) floors in the building
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(referred to herein as the "Building") known as 00 Xxxxx Xxxxxx, Xxxxxxx xx
Xxxxxxxxx, Xxxx, Xxxxxx and State of New York; and
(2) N2K Inc., a New York corporation, merged into N2K Inc., a
Pennsylvania corporation, by statutory merger effective February 13, 1996 and
thereafter, N2K Inc., said Pennsylvania corporation, merged into Tenant by
statutory merger effective June 5, 1996 as amended and restated as of October
16, 1997; and
(3) Said lease, as modified by written agreements dated December 31,
1995, April 1, 1996 (said agreement dated April 1, 1996 is referred to as the
"First Additional Space Agreement"), April 2, 1996 (said agreement dated April
2, 1996 is referred to as the "Second Additional Space
Agreement"), April 3, 1996 (said agreement dated April 3, 1996 is referred to as
the "Third Additional Space Agreement"), October 15, 1996 (said agreement dated
October 15, 1996 is referred to as the "Fourth Additional Space Agreement"), May
13, 1997 (said agreement dated May 13, 1997 is referred to as the "Fifth
Additional Space Agreement") and January 5, 1998 (said agreement dated January
5, 1998 is referred to as the "Sixth Additional Space Agreement") is for a term
(referred to herein as the "Demised Term") which shall now end on August 31,
2002, unless further extended pursuant to the provisions of the First, Second,
Third, Fourth and/or Fifth Additional Space Agreements, or sooner terminated
pursuant to any of the terms, covenants or conditions of said lease or pursuant
to law, and is referred to herein as the "Lease"; and the premises so leased to
Tenant pursuant to the provisions of the Lease, together with all appurtenances,
fixtures, improvements, additions and other property attached thereto or
installed therein at any time during the Demised Term other than Tenant's
Personal Property (as defined in the Lease), are referred to herein,
collectively, as the "Demised Premises"; and
(4) Tenant now desires to lease and add to the Demised Premises that
portion of the seventh (7th) floor of the Building known as Units 7D and 7E,
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which is indicated by outlining and diagonal markings on the floor plan,
identified as Exhibit "I", initialled by the parties, annexed hereto and made a
part hereof, and Owner is willing to lease said portion of the seventh (7th)
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floor to Tenant, subject to the provisions of this Agreement (said portion of
the seventh (7th) floor of the Building, together with all appurtenances,
fixtures, improvements, additions and other property attached thereto or
installed therein at any time during the Demised Term, other than Tenant's
Personal Property as defined in the Lease, is referred to herein as the "Seventh
Additional Space"); and
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(5) Subject to the provisions of this Agreement, the Demised Term of
the Lease applicable to the Seventh Additional Space shall commence on January
1, 1998 (referred to as the "Seventh Additional Space Commencement Date"); and
(6) All capitalized terms shall have the same meanings ascribed to
them in the Lease, unless otherwise set forth herein; and
(7) The parties desire to record herein their understandings with
respect to the foregoing.
NOW, THEREFORE, in consideration of the mutual covenants and
agreements herein contained, the parties agree as follows:
FIRST: The Lease is hereby modified as follows:
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A. Owner hereby leases to Tenant and Tenant hereby hires
from Owner the Seventh Additional Space for a term to commence upon the Seventh
Additional Space Commencement Date and to end on December 31, 2002, unless the
Demised Term shall sooner terminate or be extended pursuant to any of the terms,
covenants or conditions of this Agreement, the Lease or pursuant to law.
B. Tenant acknowledges that Owner has made no
representations to Tenant as to the condition of the Seventh Additional Space
and Tenant agrees to accept possession of the Seventh Additional Space in the
condition which shall exist on the Seventh Additional Space Commencement Date
"as is" and further agrees that Owner shall have no obligation to perform any
work or make any installations in order to prepare the Seventh Additional Space
for Tenant's occupancy.
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C. From and after the Seventh Additional Space Commencement
Date, the Lease shall be deemed modified, as follows:
(1) The Demised Premises shall include the Seventh
Additional Space for all purposes of the Lease;
(2) a. The Fixed Rent reserved in the Lease shall be
further increased by the sum of ONE HUNDRED THIRTY-THREE THOUSAND THREE HUNDRED
THIRTY-ONE and 00/100 ($133,331.00) DOLLARS per annum from the Seventh
Additional Space Commencement Date to the last day of the calendar month three
hundred sixty-five (365) days next following the Seventh Additional Space
Commencement Date, both dates inclusive, ONE HUNDRED THIRTY-NINE THOUSAND ONE
HUNDRED TWENTY-EIGHT and 00/100 ($139,128.00) DOLLARS per annum with respect to
the next year of the Demised Term applicable to the Seventh Additional Space,
both dates inclusive, and ONE HUNDRED FORTY-FOUR THOUSAND NINE HUNDRED TWENTY-
FIVE and 00/100 ($144,925.00) DOLLARS per annum with respect to the remainder of
the Demised Term applicable to the Seventh Additional Space, both dates
inclusive, and the monthly entailments of Fixed Rent shall be increased
accordingly.
b. In the event that the Seventh Additional Space
Commencement Date shall occur on a date other than the first (1st) day of any
calendar month, then the increase in the Fixed Rent for the month in which the
Seventh Additional Space Commencement Date shall occur shall be prorated.
(3) The Demised Premises Area, as set forth in Section
23.01, shall be further increased by 5,797 square feet, except that the
provisions of Article 23 solely insofar as said provisions relate to the Seventh
Additional Space shall be modified to provide for Base Operating Expenses with
respect to the Seventh Additional Space shall mean a sum equal to Operating
Expenses for the calendar year 1998 solely with respect to such Seventh
Additional Space.
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(4) With respect to the Seventh Additional Space only, the
following new Section 29.12 entitled "Electricity: Seventh Additional Space"
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shall be deemed added to the Lease as of the date hereof, and Section 29.05
shall continue to apply to the previously leased portions of the Building by
Tenant:
"A. Owner shall redistribute or furnish electrical energy to or for
the use of Tenant in the Seventh Additional Space for the operation of the
lighting fixtures and the electrical receptacles installed in the Seventh
Additional Space on the Seventh Additional Space Commencement Date and the
operation of the Building heating, ventilating and air conditioning system unit
serving the floor of the Building on which the Seventh Additional Space is
located. If either the quantity or character of electrical service is changed by
the corporation(s) and/or other entity(ies) selected by Owner to supply
electrical service to the Building or is no longer available or suitable for
Tenant's requirements, or if any equipment supplementing or ancillary to such
electrical service which is installed in the Building by or on behalf of said
corporation(s) and/or other entity(ies) malfunctions or fails to operate for any
reason while Tenant has made any connections to said equipment, no such change,
unavailability, unsuitability, malfunction or failure to operate shall
constitute an actual or constructive eviction, in whole or in part, or entitle
Tenant to any abatement or diminution of rent, or relieve Tenant from any of its
obligations under this Lease, or impose any liability upon Owner, or its agents,
by reason of inconvenience or annoyance to Tenant, or injury to or interruption
of Tenant's business or otherwise, unless such change, unavailibity or
unsuitability is caused by Owner's negligence or willful misconduct or the
negligence or willful misconduct of Owner's agents, employees or contractors. In
the event the corporation(s) and/or other entity(ies) selected by Owner shall be
different from such corporation(s) and/or other entity(ies) presently providing
electrical service to the Building as of the date hereof, any such new or
replacement corporation(s) and/or other entity(ies) selected by Owner shall be
reputable and provide competitive rates.
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B. Owner represents that the electrical feeder or riser
capacity serving the Seventh Additional Space on the Seventh Additional Space
Commencement Date shall be adequate to serve the lighting fixtures and
electrical receptacles installed in the Seventh Additional Space on the Seventh
Additional Space Commencement Date. Any additional feeders or risers to supply
Tenant's additional electrical requirements, and all other equipment proper and
necessary in connection with such feeders or risers shall be installed by Owner
upon Tenant's request, at the sole cost and expense of Tenant, provided, that,
in Owner's judgment, such additional feeders or risers are necessary and are
permissible under applicable laws and insurance regulations and the installation
of such feeders or risers will not cause permanent damage or injury to the
Building or the Seventh Additional Space or cause or create a dangerous or
hazardous condition or entail excessive or unreasonable alterations or repairs
to or interfere with or disturb other tenants or occupants of the Building.
Tenant covenants that at no time shall the use of electrical energy in the
Seventh Additional Space exceed the capacity of the existing feeders or risers
or wiring installations then serving the Seventh Additional Space.
C. Prior to the Seventh Additional Space Commencement Date
Owner, at Owner's expense, shall have installed a submeter or submeters in the
Seventh Additional Space to measure Tenant's actual consumption of electricity
in the entire Seventh Additional Space. Tenant shall pay to Owner, from time to
time, upon demand, for the electricity consumed in the Seventh Additional Space,
as determined by such submeter or submeters, the actual cost to Owner of
purchasing electricity for the Seventh Additional Space (as such actual cost is
hereinafter defined) plus all applicable taxes thereon. Owner's actual cost for
Tenant's KW and KWH shall be determined by the application of the Building's
electric rate schedule per month from the corporation(s) and/or other
entity(ies) selected by Owner to supply electrical service to the Building to
Tenant's usage. With respect to any period when any such submeter is not in good
working order, Tenant shall pay Owner for electricity consumed in the
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portion of the Seventh Additional Space served by such submeter at the rate paid
by Tenant to Owner during the most recent comparable period when such submeter
was in good working order. Tenant shall take good care of any such submeter and
all submetering installation equipment, at Tenant's sole cost and expense, and
make all repairs thereto occasioned by any acts, omissions or negligence of
Tenant or any person claiming through or under Tenant as and when necessary to
insure that any such submeter is, at all times during the Demised Term, in good
working order. With respect to the period (referred to as the "Interim Period"),
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if any, from the Seventh Additional Space Commencement Date through the date
immediately prior to the date upon which the submeter or submeters shall be
operable, Tenant shall pay to Owner monthly on demand of Owner, for the
electricity consumed in the Seventh Additional Space, a sum equal to one-twelfth
(1/12th) of the product of (x) $1.50 multiplied by (y) 5,797. With respect to
any period during the Interim Period constituting less than a full calendar
month, the monthly payment referred to in the preceding sentence shall be
appropriately prorated.
D. (1) Owner may, at any time, elect to discontinue the
redistribution or furnishing of electrical energy. In the event of any such
election by Owner, (i) Owner agrees to give reasonable advance notice of any
such discontinuance to Tenant, (ii) Owner agrees to permit Tenant to receive
electrical service directly from the corporation(s) and/or other entity(ies)
selected by Owner to supply electrical service to the Building and to permit the
existing feeders, risers, wiring and other electrical facilities serving the
Seventh Additional Space to be used by Tenant for such purpose to the extent
they are suitable and safely capable, (iii) Owner agrees to pay such charges and
costs, if any, as such corporation(s) and/or other entity(ies) may impose in
connection with the installation of Tenant's meters, (iv) the provisions of
Subsection C of this Section 29.12 shall be deemed deleted from this Lease, and
(v) this Lease shall remain in full force and effect and such discontinuance
shall not constitute an actual or constructive eviction, in whole or in part, or
entitle Tenant to any abatement or
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diminution of rent, or relieve Tenant from any of its obligations under this
Lease, or impose any liability upon Owner or its agents by reason of
inconvenience or annoyance to Tenant, or injury to or interruption of Tenant's
business, or otherwise.
(2) Notwithstanding anything to the contrary contained in
subsection D(l) of this Section 29.12, Owner agrees that Owner shall not
voluntarily discontinue the redistribution or furnishing of electrical energy
until Owner shall have made or paid for all installations required to provide
Tenant with electrical service similar to the electrical service which Tenant
had in the Seventh Additional Space immediately prior to such discontinuance and
the public utility corporation(s) and/or other entity(ies) supplying electrical
service to the Building has agreed to furnish such service so that Tenant shall
immediately upon such discontinuance be able to receive electrical service
directly from such public utility corporation(s) and/or other entity(ies).
Unless a shorter time is required by the public utility corporation(s) and/or
other entity(ies) supplying electrical service to the Building, Owner shall give
Tenant at least ninety (90) days prior notice of any such discontinuance.
E. Notwithstanding anything to the contrary set forth in this Lease,
any sums payable or granted in any way by the corporation(s) and/or other
entity(ies) selected by Owner to supply electricity to the Building resulting
from the installation in the Seventh Additional Space of energy efficient
lighting fixtures, lamps, special supplemental heating, ventilation and air
conditioning systems or any other Alterations, which sums are paid or given by
way of rebate, direct payment, credit or otherwise, shall be and remain the
property of Owner, and Tenant shall not be entitled to any portion thereof,
unless such lighting fixtures, lamps, supplemental heating, ventilation and air
conditioning systems or other Alterations were installed by Tenant, solely at
Tenant's expense, without any contribution, credit or allowance by Owner, in
accordance with all of the provisions of this Lease.
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Nothing contained in the foregoing sentence, however, shall be deemed to
obligate Owner to supply or install in the Seventh Additional Space any such
lighting fixtures, lamps, supplemental heating, ventilation and air conditioning
systems or other Alterations.
F. Tenant acknowledges that the Building heating, ventilating and
air conditioning system unit serving the floor of the Building on which the
Seventh Additional Space is located (referred to herein as the "Floor HVAC
Unit") shall not be connected to the submeter(s) serving the Seventh Additional
Space, but, instead, shall be connected to a separate meter(s) measuring the
electrical energy consumed by such Floor HVAC Unit. Accordingly, Tenant agrees
that during the Demised Term, Tenant shall pay to Owner, from time to time upon
demand of Owner and submission by Owner to Tenant of invoices or bills therefor,
thirty-six and 68/100 (36.68%) percent (hereinafter "Tenant's Electrical Share")
of all amounts shown on said separate meter(s) for such Floor HVAC Unit.
G. Tenant acknowledges that the light and power systems serving the
public areas of the floor of the Building on which the Seventh Additional Space
is located (referred to herein as the "Floor Public Light and Power") shall not
be connected to the submeter(s) serving the Seventh Additional Space but,
instead, shall be connected to a separate meter(s) measuring the electrical
energy consumed by such Floor Public Light and Power. Accordingly, Tenant agrees
that during the Demised Term, Tenant shall pay to Owner, from time to time upon
demand of Owner and submission by Owner to Tenant of invoices or bills therefor,
Tenant's Electrical Share of all amounts shown on said separate meter(s) for
such Floor Public Light and Power."
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SECOND: Present Occupant: Tenant acknowledges that Owner has advised
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Tenant that the Seventh Additional Space is presently affected by a letting
agreement with K2 Design, Inc. (referred to as the "Present Occupant") for a
term to expire on December 31, 1997, unless sooner terminated pursuant to any of
the terms, covenants or conditions of the lease with the Present Occupant or
pursuant to law. Notwithstanding anything to the contrary contained herein, if
the Present Occupant does not vacate and surrender the Seventh Additional Space
to Owner on or prior to December 31, 1997, then (i) the Demised Term applicable
to the Seventh Additional Space shall not commence on January 1, 1998, but
shall, instead, commence on the date next following the date that the Present
Occupant has vacated and surrendered the Seventh Additional Space to Owner, (ii)
the Demised Term shall end in accordance with the provisions of this Agreement,
unless sooner terminated pursuant to any of the terms, covenants or conditions
of this Lease or pursuant to law, (iii) except as set forth in this sentence,
neither the validity of this Lease nor the obligations of Tenant under this
Lease shall be affected thereby, (iv) Tenant waives any right under Section 223-
a of the Real Property or any successor law of like import to rescind the Lease
or this Agreement or rescind its obligations with respect thereto and (v) Tenant
further waives the right to recover any damages which may result from the
failure of Owner to deliver possession of the Seventh Additional Space to Tenant
on January 1, 1998.
THIRD: Owner and Tenant each represent and warrant to the other
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that Xxxxxxxxxxx & Company, LLC is the sole broker with whom either party has
negotiated or otherwise dealt with in connection with the Seventh Additional
Space or in bringing about this Agreement. Owner and Tenant shall indemnify each
other from all loss, cost, liability, damage and expenses, including, but not
limited to, reasonable counsel fees and disbursements, arising from any breach
of the foregoing representation and warranty. Owner shall pay any commission or
compensation due hereunder pursuant to a separate agreement with such broker.
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FOURTH: As of the date hereof, the seventh (7th) floor of the
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Building contains an Americans with Disabilities Act-compliant core toilet.
FIFTH: Except to the extent expressly modified by the foregoing
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provisions of this Agreement, the Lease is hereby ratified and confirmed in all
respects.
IN WITNESS WHEREOF, the parties hereto have hereunto set their hands
and seals as of the day and year first above written.
00 XXXXX XXXXXX COMPANY, Owner
BY: /s/ SIGNATURE ILLEGIBLE
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Partner
N2K INC., Tenant
BY: /s/ SIGNATURE ILLEGIBLE
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its Vice Chairman
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STATE OF NEW YORK )
ss.:
COUNTY OF NEW YORK )
On the 5/th/ day of January, 1998, before me personally came Xxx
Xxxxxxx to me known, who, being by me duly sworn, did depose and say that he/she
resides at 0 Xxxx 00 Xx., XX, XX 00000, that he/she is the Vice Chairman of N2K
INC., the corporation described in and which executed the foregoing instrument;
and that he/she signed his/her name thereto by authority of the Board of
Directors of said corporation.
/s/ Xxxxxx Xxxxxx
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Notary Public
XXXXXX XXXXXX
Notary Public, State of New York
No. 02WE5070317
Qualified in New York, County
Commission Expires December 9, 1998
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