Exhibit 10.15
FIRST AMENDMENT OF LEASE
AGREEMENT, dated this day of ,1999, between MADISON THIRD BUILDING
COMPANIES LLC, a New York limited liability company having an office at ▇▇▇
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ("Landlord"), and INTERNET COMMERCE
CORPORATION, a New York corporation having an office at ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇
▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ("Tenant").
W I T N E S S E T H:
WHEREAS, ▇▇▇ ▇▇▇▇▇ ▇▇▇. Co., Landlord's predecessor-in-interest, as
landlord and Infosafe Systems, Inc. Tenant's predecessor-in-interest as tenant
have heretofore entered into a lease dated October 31, 1997 (the "Lease") for
part of the 9th floor ("Existing Premises") in the building known as ▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ("Building"), for the term ending January 31, 2005;
and
WHEREAS, Tenant wishes to rent additional space on the 9th floor
adjoining the Existing Premises (the "Additional Premises"), and Landlord is
willing to do so, upon the terms and conditions hereinafter provided.
NOW THEREFORE, in consideration of the premises and the mutual
covenants hereinafter provided, Landlord and Tenant agree as follows:
1. Except as otherwise herein defined, all terms contained in this
Agreement shall be for the purposes hereof have the same meaning ascribed to
them in the Lease.
2. Tenant has examined and agrees to accept the Additional Premises
on the Effective Date (as hereinafter defined) in its then "as is" condition and
state of repair, and Landlord shall not be required to do any work therein to
make the same suitable for the conduct of Tenant's business.
3. On January 15, 2000, (the "Effective Date"), Landlord agrees to
deliver possession of the Additional Premises to Landlord, vacant and free of
occupants. Following the Effective Date, wherever the Demised Premises is
referred to in the Lease, the same shall mean, collectively, the Additional
Premises, more particularly delineated in the plan annexed hereto as Schedule A,
and the Existing Premises. Following the Effective Date, Tenant, at its expense,
shall perform the work in the Additional Premises pursuant to the provisions of
Schedule B.
4. Commencing form and after the Effective Date, the Lease is
amended as follows:
(A) Section 3.01(a) is deleted in its entirety and the following is
substituted in its place:
"(a) a fixed minimum rent the "minimum rent")
at the following annual rates:
(i) $469,850.00 per annum (or $39,154.17 per month) for the
period from January 15, 2000 to January 31, 2001, provided part of
the minimum rent only in the amount of $20,637.50 for each of the
1st, 2nd and 3rd full months of following the Effective Date shall
be abated and the balance of minimum rent for each such month of
$18,516.67 shall be paid by Tenant; and
(ii) $488,900.00 per annum (or $40,741.67 per month) for
the period from February 1, 2001 to January 31, 2003; and
(iii) $507,950.00 per annum (or $42,329.17 per month) for the
period from February 1, 2003 to January 31, 2005; and"
(B) In Section 22.01, in subdivision (v), "the Percentage" shall
mean 2.27%.
(C) In Section 22.02, in subdivision (vi), the "Multiplication
Factor" shall mean 12,325.
(D) In Section 23.03, the "Rent Inclusion Factor" shall mean
$36,975.00.
5. Tenant had heretofore deposited with Landlord as security under
the Lease a Letter of Credit in the amount of $85,000.00, all as provided in
Section 36.01 and 36.02. Concurrently herewith Tenant shall either (i) deliver
an amendment to the Letter of Credit increasing the amount thereto to
$151,675.00 or (ii) deliver a new Letter of Credit in the amount of $151,675.00
and Landlord will then return the existing Letter of Credit. Thereafter,
wherever the amount of $85,000.00 is referred to in said Sections 36.01 and
36.02, the same shall be changed to $151,675.00. Section 36.06 is amended to
provide that after twenty-four (24) consecutive monthly payments of minimum rent
and escalation rent the amount of security shall be reduced to $116,675.00
(instead of $50,000.00) and after thirty-six (36) consecutive monthly payments
of such minimum rent and escalation rent the amount of the security deposit
shall be further reduced to $106,675.00 (instead of $40,000.00).
6. Landlord and Tenant represent and warrant that they have no
dealings or negotiations with any broker or agent, other than ▇▇▇▇▇ Brothers
Realty Corporation, in connection with this Agreement. Landlord will pay said
broker a commission pursuant to separate agreement. Landlord and Tenant agree to
indemnify and hold harmless the other from and against any cost, expense or
liability for any compensation, commissions or charges arising out of a breach
by the other of the representations contained in this paragraph.
7. Except as modified by this Agreement, the Lease and all the
terms, covenants and conditions thereof (contained those which by their terms
are no longer applicable) shall remain in full force and effect and are hereby
in all respects ratified and confirmed.
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IN WITNESS WHEREOF, Landlord and Tenant have executed this Agreement
on the day and year first above written.
MADISON THIRD BUILDING COMPANIES LLC
By: Madison Third Building Companies, Corp.
its managing member
By:
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▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, President
Landlord
INTERNET COMMERCE CORPORATION
By: /s/: ▇▇▇▇▇▇▇ ▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇
Title: Chief Operating Officer
Tenant
SCHEDULE A
Floor Plan
SCHEDULE B
Work
Lease
Between
MADISON THIRD BUILDING COMPANIES LLC
As Landlord
and
INTERNET COMMERCE CORPORATION
As Tenant
Relating to part of the 9th floor in Building ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇
1. Tenant, at Tenant's expense, shall cause to be prepared by
Tenant's architect the following final architectural and specifications and by
Tenant's engineer the following final mechanical drawings and specifications for
the work to be performed by Tenant under Paragraph 2 of this Exhibit B:
(a) One sepia plus twelve (12) prints of complete, finished,
detailed architectural drawings and specifications, and
subsequent revisions, for Tenant's partition layout,
reflected ceiling and other installations.
(b) One sepia plus twelve (12) prints of complete mechanical
plans and specifications where necessary for
installation of air conditioning system and ductwork,
electrical, plumbing, sprinkler and other mechanical
plans if required by reason of other mechanical work by
Tenant, and subsequent revisions.
All such final plans and specifications are subject to Landlord's
written approval.
Tenant covenants and agrees to cause said plans and specifications
to be delivered to Landlord within thirty (30) days from the date hereof for
approval by Landlord. Upon approval by Landlord, Tenant shall cause said plans
to be filed promptly, at Tenant's expense, with the appropriate governmental
agencies in such form (building notice, alteration or other form) as Landlord
may direct, including filing of Building Department Form No. TR-1. Tenant, at
Tenant's expense, shall obtain the building permits for such work.
Tenant shall not commence its work until such permits are obtained.
Tenant shall be responsible for the coordination of all architectural and
engineering design drawings including applicable code and local law compliance,
project dimensions and existing field conditions.
2. In accordance with and as indicated on the final plans and
specifications, Tenant, at Tenant's expense, will perform and install the work
and installations therein set forth:
3. Landlord will permit Tenant and its agents to enter the
Additional Premises prior to the Effective Date of this Agreement in order that
Tenant may perform through its own contractors, to be first approved
by Landlord, the work and decorations shown on Tenant's approved plans. The
foregoing license to enter prior to the Effective Date is conditioned upon
Tenant's workmen and mechanics working in harmony and not interfering with
Landlord's mechanics or contractors in the Building or by any other tenants or
their contractors. If at any time such entry shall cause disharmony or
interference therewith, this license may be withdrawn by Landlord upon 24 hours
notice to Tenant.
Workers' Compensation and public liability insurance and property
damage insurance, all in amounts and with companies and on forms reasonably
satisfactory to Landlord, shall be provided and at all times maintained by
Tenant's contractors engaged in the performance of the work, and before
proceeding with the work, certificates of such insurance shall be furnished to
Landlord, all as provided in Article 5 of the Lease.
Such entry shall be deemed to be under all of the terms, covenants,
and conditions of the Lease except as to the covenant to pay minimum rent.
Landlord shall not be liable in any way for any injury, loss or damage which may
occur to any of Tenant's decorations or installations so made prior to the
Effective Date, the same being solely at Tenant's risk.
MADISON THIRD BUILDING COMPANIES LLC By:
Madison Third Building Companies, Corp.
its managing member
By:
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▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, President
Landlord
INTERNET COMMERCE CORPORATION
By: /s/: ▇▇▇▇▇▇▇ ▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇
Title: Chief Operating Officer
Tenant
