Exhibit 10.5
SECOND AMENDMENT OF LEASE
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AMENDMENT, dated September 30, 1997, by and between NEWPORT L.G.-I,
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INC., a Delaware corporation, having an office c/o The Georgetown Company, 000
Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 ("Landlord"), and KNIGHT SECURITIES,
L.P., a New York limited partnership, having an office at 000 Xxxxxxxxxx
Xxxxxxxxx, Xxxxxx Xxxx, Xxx Xxxxxx 00000 ("Tenant").
W I T N E S S E T H:
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WHEREAS, by Agreement of Lease, dated as of December 6, 1994, by and
between Landlord and Tenant, as amended by Amendment of Lease, dated May 28,
1996, between Landlord and Tenant (collectively the "Lease"), Tenant leases
certain space in the building known as Newport Office Tower, and located at 000
Xxxxxxxxxx Xxxxxxxxx, Xxxxxx Xxxx, Xxx Xxxxxx (the "Building"), consisting of
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the entire thirtieth (30th) floor and a portion of the thirty-fifth (35th) floor
of the Building; and
WHEREAS, Landlord and Tenant desire to amend the Lease to provide for
the addition of certain space located on the 26th floor of the Building to the
premises leased to Tenant under the Lease.
NOW, THEREFORE, in consideration of the sum of Ten Dollars ($10.00) paid
by Landlord to Tenant and for other good and valuable consideration, the mutual
receipt and legal sufficiency of which are hereby acknowledged, the parties
hereto hereby agree as follows:
1. Capitalized terms used but not otherwise defined herein shall have
the meanings ascribed thereto in the Lease.
2. Landlord hereby leases to Tenant and Tenant hereby hires from
Landlord, the portion of the twenty-sixth (26th) floor of the Building shown as
area "E" on the floor plan attached hereto as Exhibit A and made a part hereof
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(the Additional Space"), upon all of the same terms, covenants and conditions
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set forth in the Lease, as amended hereby, for a term to commence upon the date
hereof (the "Additional Commencement Date") and to expire on the Expiration
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Date.
3. The Lease is hereby modified and hereby amended, as follows:
(a) The "Definitions" section of the Lease is hereby amended as of
the Additional Commencement Date, as follows:
(i) The definition of "Premises" is amended to include the
Additional Space, subject to the provisions of the Lease.
(ii) The definition of "Space Factor" is amended by deleting
the phrase "twenty-nine thousand four hundred seventy-five (29,475)" and
inserting in lieu thereof the phrase "thirty-two thousand one hundred fifty-
eight (32,158)".
(iii) The definition of "Tenant's Share" is amended by
deleting the phrase "two and nine thousand eight hundred seventy ten thousandths
percent (2.9870%)" and inserting in lieu thereof the phrase "three and two
thousand five hundred eighty-nine ten thousandths percent (3.2589%)".
(iv) The definition of "Tenant's Tax Share" is amended by
deleting the phrase "two and eight thousand two hundred sixty ten thousandths
percent (2.8260%)" and inserting in lieu thereof the phrase "three and eight
hundred thirty-two ten thousandths percent (3.0832%)".
(b) Section 1.1 of the Lease is hereby amended as of December 1, 1997
(the "Additional Rent Commencement Date") to provide that Fixed Rent for the
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Premises, including the Additional Space, shall be:
(i) Nine Hundred Eleven Thousand Three Hundred Fifteen
Dollars ($911,315.00) for the period commencing on the Additional Rent
Commencement Date and ending on April 3, 2001 ($75,942.91 per month), and
(ii) Nine Hundred Thirty-Four Thousand One Hundred Fourteen
Dollars ($934,114.00) for the period commencing on April 4, 2001 and ending on
the Fixed Expiration Date ($77,842.83 per month).
4. If Landlord shall fail for any reason to deliver possession of the
Additional Space (a) Tenant waives any right to rescind the Lease, (b) Landlord
shall not be subject to any liability as a result thereof, and (c) Tenant waives
the right to recover any damages which may result from Landlord's failure to
deliver possession of the Additional Space.
5. Tenant acknowledges that Landlord has made no representation to
Tenant with respect to the condition of the Additional Space. Tenant represents
that it has inspected the Additional Space and agrees to take possession thereof
in the condition which exists on the date hereof, "as is", and Landlord shall
have no obligation to perform any work, make any installations or make any
contribution to Tenant in order to prepare the Additional Space for Tenant's
occupancy.
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6. Each of Landlord and Tenant represents and warrants that it has dealt
with no broker in connection with this Amendment of Lease or the Additional
Space other than Xxxxxxx & Xxxxxxxxx, Inc., and each agrees to indemnify the
other from and against any claim for brokerage commission arising from any
breach by such party of its foregoing representation and warranty. Landlord
shall pay to Xxxxxxx & Wakefield, Inc. a negotiated commission pursuant to a
separate written agreement. The provisions of this Paragraph 6 shall survive the
Expiration Date.
7. From and after the date hereof, all references in the Lease to "this
Lease", "herein", "hereof", "hereby" and words of similar import shall mean and
refer to the Lease as amended hereby.
8. As modified hereby, the Lease and all covenants, agreements, terms
and conditions thereof shall remain in full force and effect and are hereby in
all respects ratified and confirmed.
9. The Lease, as amended hereby, constitutes the entire understanding
between the parties hereto and may not be changed orally but only by an
agreement in writing signed by the party against whom enforcement of any waiver,
change, modification or discharge is sought.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment on
the date first above written.
NEWPORT L.G.-I, INC.
By: /s/ Xxxxxxxx Xxxx
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Name: Xxxxxxxx Xxxx
Authorized Signatory
KNIGHT SECURITIES, L.P.
Roundtable Partners, L.L.C.,
general partner
By: /s/ Xxxxxx Xxxxxx
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Name: Xxxxxx Xxxxxx
Title: Secretary
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EXHIBIT A
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The Additional Space
[FLOOR PLAN APPEARS HERE]
00XX XXXXX
Xxxxxxx Xxxxxx Xxxxx
Xxxxxx Xxxx, Xxx Xxxxxx
