Exhibit 10.29
AMENDMENT OF LEASE
Amendment of Lease ("Agreement") made as of this 17 day of May 1996,
between METROPOLITAN LIFE INSURANCE COMPANY, a New York corporation having its
principal place of business at Xxx Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000
("Landlord") and CS FIRST BOSTON CORPORATION, a Massachusetts corporation,
having an office at 00 Xxxx 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 ("Tenant").
W I T N E S S E T H:
WHEREAS, Landlord and Tenant heretofore entered into a certain written
lease dated July 28, 1995 (the "Lease") wherein and whereby Landlord leased to
Tenant and Tenant hired from Landlord those certain premises (the "demised
premises") more particularly described in the Lease and as shown on the plans
annexed to the Lease as "Exhibit A" thereto in the building known as 00 Xxxxxxx
Xxxxxx, in the Borough of Manhattan, City, County and State of New York (the
"Building");
WHEREAS, Landlord and Tenant wish to modify the Lease, subject to the
terms and conditions hereinafter set forth, to, inter alia, (i) add the 21st
floor of the Building (sometimes, hereinafter, the "Additional Space"), as shown
hatched on Exhibit AA attached hereto and made a part hereof, to the "Tower
Space" (as such term is defined in the Lease) portion of the demised premises
and (ii) to amend the Lease in the other respects hereinafter set forth; and
WHEREAS, the Lease is in full force and effect.
NOW, THEREFORE, in consideration of the premises and the mutual covenants
hereinafter contained, the parties hereto by these presents do covenant and
agree as follows:
1. All terms used herein without definition are used herein with the
meanings assigned to such terms in the Lease, unless the context otherwise
requires.
2. Effective as of the date hereof and through and including the end of
the term of the Lease with respect to the Tower Space [to wit: presently the end
of the tenth (10th) "Lease Year", for convenience herein, the "Tower Space
Termination Date"], there shall be added to the Tower Space portion of the
demised premises, the Additional Space, to wit: the entire 21st floor of the
Building as shown on Exhibit AA hereto and from and after the date hereof,
Exhibit A of the Lease shall be deemed to include Exhibit AA. In order to
accomplish the addition of the Additional Space to the demised premises,
Landlord does hereby lease to Tenant and Tenant does hereby hire from Landlord
Additional Space for the period to commence on the date hereof and to end on the
Tower Space Termination Date or on such earlier date or later date upon which
said terms may expire pursuant to any of the conditions, covenants, provisions,
terms, and agreements of the Lease, as modified by this Agreement. It is the
intention and agreement of the parties hereto that, by reason of such addition
of the Additional Space to the demised premises, the demised premises shall be
those covered by the Lease, as modified by this Agreement, from and after the
date
2
hereof. The Additional Space shall be subject to all of the terms, covenants,
conditions, provisions and agreements of the Lease.
3. Effective the date hereof, the figure "three hundred thirty-two
thousand four hundred twenty-four (332,424)" in item (ii) on the first page of
the Lease, indicating the rentable square feet of Tower Space, is deleted and
the figure "three hundred eighty-nine thousand three hundred forty-four
(389,344)" is substituted in its place and stead.
4.A. Effective the "Rent Commencement Date", as defined in the Lease, and
for the remainder of the term of the Lease, Tenant shall pay, in addition to the
annual rental rate specified in the Lease on page 3 in Paragraph (B) for the
Tower Space portion of the demised premises exclusive of the Additional Space,
the amount of One Million Two Hundred Ninety-four Thousand Nine Hundred Thirty
($1,294,930.00) Dollars for each of Lease Years 1 through 5 and One Million Four
Hundred Sixty-five Thousand Six Hundred Ninety ($1,465,690.00) Dollars for Lease
Years 6 through 10 as part of the basic annual rent.
B. The additional rental for the Additional Space shall be paid by Tenant
to Landlord at the times and in the manner specified in the Lease.
C. Tenant hereby covenants and agrees that said Additional Space shall be
used solely for the purposes set forth in the Lease, and for no other purpose.
5. Effective the date hereof, (i) the figure "forty-nine and seventy-two
one hundredths percent (49.72%)" appearing in item (c)
3
of Section 28.01. of the Lease, representing "Tenant's Proportionate Share" for
"Taxes" is deleted and the figure "fifty-two and thirty-three hundredths percent
(52.33%)" is substituted in its place and stead and (ii) the figure "fifty-one
and eleven one hundredths percent (51.11%)" appearing in item (d) of Section
29.01. of the Lease, representing "Tenant's Operating Proportionate Share" is
deleted and the figure "fifty-three and seventy-nine one hundredths percent
(53.79%)" is substituted in its place and stead.
6. Schedule H-2 (Access Dates, Substantial Completion Dates and Milestone
Dates) is hereby modified as follows: the Access Date for the Additional Space
is the date hereof, and the Substantial Completion Date and Milestone Date for
the Additional Space are the same dates respectively that apply to the remaining
floors in the Tower Space.
7. Landlord and Tenant represent and warrant to each other that each has
not dealt with any real estate agents or brokers in connection with this
Agreement other than Xxxxxxx & Xxxxxxxxx, Inc. ("C&W") whose compensation,
commissions and fees, if any, Landlord agrees to pay and Xxxxxx X. Xxxxxx
Company, Inc. ("ESG") whose compensation, commissions and fees, if any, Tenant
agrees to pay. Landlord and Tenant each further represent and warrant to each
other that this Agreement was not brought about or procured through the use,
negotiation and/or instrumentality of any other agent or broker and each
covenant and agree to pay, indemnify and hold the other harmless from and
against any and all claims for
4
fees, commissions and other compensation made by any agent or agents and/or any
broker or brokers, other than C&W (with respect to Landlord) and ESG (with
respect to Tenant), based on any dealings between Landlord or Tenant, as the
case may be, and any agent or agents and/or broker or brokers, together with all
costs and expenses incurred by the indemnified party in resisting such claims
(including, without limitation, reasonable attorneys' fees). The obligations of
Landlord and Tenant under this Paragraph 7 shall survive the expiration or
termination of the Lease.
8. Except as modified by this Agreement, the Lease and all the terms,
covenants, conditions, provisions, and agreements thereof are hereby in all
respects ratified, confirmed, and approved.
9. The Lease, the agreements executed contemporaneously therewith, this
Agreement, any agreements executed contemporaneously herewith and any documents
or agreements executed pursuant thereto or which have heretofore been executed
and which amend or supplement the Lease contain the entire understanding between
the parties. No other representations, warranties, covenants or agreements have
been made.
10. This Agreement 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.
11. This Agreement shall be binding upon, and inure to the benefit of the
parties hereto, their respective legal
5
representatives, successors and, except as otherwise provided in the Lease as
modified by this Agreement, their respective assigns.
12. The submission of this Agreement to Tenant shall not be construed as
an offer, nor shall Tenant have any rights with respect hereto, unless and until
Landlord shall execute a copy of this Agreement and deliver the same to Tenant.
IN WITNESS WHEREOF, the parties hereto have respectively executed this
Agreement as of the day and year first above written.
Landlord:
METROPOLITAN LIFE INSURANCE COMPANY
By: /s/ D.A. Prezzana
------------------------------
Tenant: Xxxxxxxx X. Prezzana, SVP
CS FIRST BOSTON CORPORATION
By: /s/ Xxxxxx X. Xxxxx, Xx.
------------------------------
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[GRAPHIC OMITTED]
EXHIBIT AA
METROPOLITAN LIFE INSURANCE COMPANY
XXX XXXXXXX XXXXXX
XXX XXXX, XXX XXXX 00000
May 17, 1996
CS First Boston Corporation
00 Xxxx 00xx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Reference: Federal Rehabilitation Tax Credits
Dear Sirs:
Reference is made to the Agreement of Lease dated July 28, 1995 (the "Lease") by
and between Metropolitan Life Insurance Company ("MetLife") as Landlord and CS
First Boston Corporation ("CSFB") as Tenant. Pursuant to the Lease, MetLife
leased to CSFB and CSFB let from MetLife various portions (the "demised
premises") of 00 Xxxxxxx Xxxxxx in New York City (the "Building"), as described
therein. CSFB now wishes to add an additional portion of the Building (to wit:
the 21st floor) to the demised premises and by separate instrument even date
herewith (the "Lease Amendment"), MetLife and CSFB have amended the Lease to,
inter alia, add such additional space to the demised premises.
Simultaneously with the execution of the Lease, CSFB and MetLife executed a
letter even date therewith, known as the "Xxxxx Letter", which addressed certain
issues related to the Lease. As a result of the Lease Amendment, various figures
set forth in the Xxxxx Letter now need to be modified. Accordingly, the Xxxxx
Letter is deemed modified and amended in the following respects:
(i) In Paragraph 3, the Estimated Special Additional Rent figure
of $365,833 is deleted and the figure $389,000 is substituted
in its place and stead;
(ii) In Paragraph 7, (a) in the two (2) instances where the figure
$35,820,200 appears, that figure is deleted and the figure
$37,302,000 is substituted in its place and stead and (b) the
Assumed Work expenditure figure of $136,601,000 is deleted and
the figure $144,009,000 is substituted in its place and stead
and (c) the figure of $27,320,200 representing the estimated
amount Shared RTC generated by the latter expenditure is
deleted and the figure $28,802,000 is substituted in its place
and stead;
(iii) In Paragraph 8, the Additional Work Amount figure of
$107,368,603 is deleted and the figure $114,776,603 is
substituted in its place and stead;
(iv) In Paragraph 9, (a) the Additional Base Tenant Work figure of
$58,668,810 is deleted and the figure $62,084,000 is
substituted in its place and stead and (b) the Additional
Tenant Work figure of $47,932,189 is deleted and the figure
$51,925,000 is substituted in its place and stead;
(v) In Paragraph 11, (a) in the three (3) instances in Section a
thereof where the figure $58,668,810 appears, that figure is
deleted and the figure $62,084,000 is substituted in its place
and stead and (b) in Section c thereof, the figure
$100,780,800 is deleted and the figure $106,707,000 is
substituted in its place and stead and in the three (3)
instances where the figure $35,820,200 appears, that figure is
deleted and the figure $37,302,000 is substituted in its place
and stead and the figure' $136,601,000 is deleted and the
figure $144,009,000 is substituted in its place and stead; and
(vi) In Exhibit A, Clause e thereof, the Estimated Special
Additional Rent figure of $365,833 is deleted and the figure
$389,000 is substituted in its place and stead.
Except as modified by this letter, the Xxxxx Letter and all of the terms,
covenants, conditions, provisions and agreements thereof are hereby in all
respects ratified, confirmed and approved.
Very truly yours,
METROPOLITAN LIFE INSURANCE COMPANY
By: /s/ D.A. Prezzana
----------------------------------
Xxxxxxxx X. Prezzana, SVP
Agreed to and accepted,
this ___ day of __________,
1996.
CS First Boston Corporation
By: /s/ Xxxxxx X. Xxxxx, Xx.
---------------------------
(Authorized Signature)
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MEMORANDUM OF AMENDMENT OF LEASE
MEMORANDUM OF AMENDMENT OF LEASE (this "Memorandum'), dated as of May 17,
1996. between METROPOLITAN LIFE INSURANCE COMPANY, a New York corporation having
an office at Xxx Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 ("Landlord"), and CS
FIRST BOSTON CORPORATION, a Massachusetts corporation, having an office at 00
Xxxx 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000-0000 ("Tenant").
W I T N E S S E T H:
1. Landlord and Tenant entered into a Lease, dated as of July 28, 1995
(the "Lease"), and executed a Memorandum of Lease on an even date therewith,
which memorandum was recorded in the Office of the Register of the City of New
York, on August 3, 1995, Reel 2230 Page 450.
2. Landlord and Tenant have executed an Amendment of Lease dated May
___, 1996 (the "Lease Amendment"), amending the Lease (the Lease and the Lease
Amendment collectively, the "Amended Lease").
3. The name and address of Landlord are as follows:
METROPOLITAN LIFE INSURANCE COMPANY
Xxx Xxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
4. The name and address of Tenant are as follows:
CS FIRST BOSTON CORPORATION
00 Xxxx 00xx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000-0000
5. The Premises is described on Exhibit A attached hereto and made a part
hereof.
This Memorandum is subject to all of the terms, conditions and provisions
of the Amended Lease provided that if the terms, conditions and provisions of
the Amended Lease conflict with this Memorandum, the terms, conditions and
provisions of the Amended Lease shall control. This Memorandum is intended to be
only a Memorandum of the Lease Amendment and reference to the Amended Lease is
hereby made for all of the terms,
2
conditions and covenants of the parties. This instrument shall not be construed
to modify, change, vary or interpret the Amended Lease or any of the terms,
conditions or covenants thereof.
IN WITNESS WHEREOF. Landlord and Tenant have duly executed this Memorandum
on the date hereinabove first set forth.
METROPOLITAN LIFE INSURANCE
COMPANY, Landlord
By: /s/ D.A. Prezzana
------------------------------
Name: Xxxxxxxx X. Prezzana
Title: Senior Vice President
CS FIRST BOSTON CORPORATION, Tenant
By: /s/ Xxxxxx X. Xxxxx, Xx.
------------------------------
Name: Xxxxxx X. Xxxxx, Xx.
Title: Designated Signatory
State of New York )
) ss.
County of New York)
On May 17, 1996, before me, the undersigned, a Notary Public in and for
said State, personally appeared Xxxxxxxx Prezzana, personally known to me (or
proved to me on the basis of satisfactory evidence) to be the person who
executed the within instrument as a SR. VP, of Metropolitan Life Insurance
Company, the corporation that executed the within instrument, and acknowledged
to me that such corporation executed the within instrument pursuant to its
by-laws or a resolution of its board of directors.
WITNESS my hand and official seal.
/s/ Xxxxxx Xxxxxxxx
-------------------
Notary Public
Xxxxxx Xxxxxxxx
Notary Public, State of New York
No. 00-0000000
Qualified in Kings County
Certificate filed in New York County
Commission Expires September 11, 0000
Xxxxx xx Xxx Xxxx )
) ss.
County of New York)
On May 10, 1996, before me, the undersigned, a Notary Public in and for
said State, personally appeared Xxxxxx X. Xxxxx. Jr., personally known to me (or
proved to me on the basis of satisfactory evidence) to be the person who
executed the within instrument as the Designated Signatory of CS First Boston
Corporation, the corporation that executed the within instrument, and
acknowledged to me that such corporation executed the within instrument pursuant
to its by-laws or a resolution of its board of directors.
WITNESS my hand and official seal.
/s/ Xxxxx Xxxxxxxx
-------------------
Notary Public
XXXXX XXXXXXXX
Notary Public, State of New York
No. 00-0000000
Qualified in Queens County
Commission Expires Feb. 13, 1997
EXHIBIT A
Description of Premises
The following portion of the condominium building known as 00 Xxxxxxx
Xxxxxx in the borough of Manhattan, City and State of New York (the "Building")
which is subject to a Declaration of Condominium (the "Declaration"), dated
December 13, 1995 and recorded December 26, 1995 in the Office of the Register
of the City of New York, County of New York, at Reel 2275, Page 809:
xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx
Xxxxx (xx Xxxxxxx xx Xxxxx) Unit No. Tax Block Tax Lot
------------------------------------------------------------------------------
A portion of the lobby as set forth 1-0-1 and 854 1008 and
on Exhibit A (attached to the Lease) 1-0-2 1009
------------------------------------------------------------------------------
Entire rentable area on 2nd Floor 2-0-1 854 1010
------------------------------------------------------------------------------
Entire rentable area on 3rd Floor 3-0-1 854 1011
------------------------------------------------------------------------------
Entire rentable area on 4th Floor 4-0-1 854 1012
------------------------------------------------------------------------------
Entire rentable area on 5th Floor 5-0-1 854 1013
------------------------------------------------------------------------------
Entire rentable area on 6th Floor 6-0-1 854 1014
------------------------------------------------------------------------------
Entire rentable area on 7th Floor 7-0-1 854 1015
------------------------------------------------------------------------------
Entire rentable area on 21st Floor 21-0-1 854 1029
------------------------------------------------------------------------------
Entire rentable area on 22nd Floor 22-0-1 854 1030
------------------------------------------------------------------------------
Entire rentable area on 23rd Floor 23-0-1 854 1031
------------------------------------------------------------------------------
Entire rentable area on 24th Floor 24-0-1 854 1032
------------------------------------------------------------------------------
Entire rentable area on 25th Floor 25-0-1 854 1033
------------------------------------------------------------------------------
Entire rentable area on 26th Floor 26-0-1 854 1034
------------------------------------------------------------------------------
Entire rentable area on 27th Floor 27-0-1 854 1035
------------------------------------------------------------------------------
Entire rentable area on 28th Floor 28-0-1 854 1036
------------------------------------------------------------------------------
Entire rentable area of B1-0-1 854 1002
Concourse Level B-I
------------------------------------------------------------------------------
A portion of Concourse Level B-2 B2-0-1 854 1001
set forth on Exhibit A (attached
to the Lease)
==============================================================================
A-2
================================================================================
Floor (or Portion of Floor) Unit No. Tax Block Tax Lot
--------------------------------------------------------------------------------
A portion of Concourse Xxxxx X-0 Limited not applicable not applicable
and B-4 as set forth on Exhibit A Common
(attached to the Lease) Element (as
defined in the
Declaration)
--------------------------------------------------------------------------------
A portion of the 29th Floor as Limited not applicable not applicable
set forth on Exhibit A (attached Common
to the Lease) Element (as
defined in the
Declaration
--------------------------------------------------------------------------------
A portion of the roof of the Common not applicable not applicable
Building as set forth on Exhibit Exterior Space
A-2 (attached to the Lease) (as defined in
the Declaration)
================================================================================
Together with the interest appurtenant to the above units in the Common
Elements (as defined in the Declaration).
Together with such additional space as Tenant may, pursuant to the terms
and conditions of the Lease, hereafter lease at the Building.
All of the foregoing formerly known and designated as Tax Lot 1 in Block
854.
CS First Boston Corporation
00 Xxxx 00xx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000-0000
May 17, 1996
Metropolitan Life Insurance Company
Xxx Xxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000-0000
Termination of Short Term Lease Agreement for 00xx Xxxxx
Xxxxxxxxx:
Reference is made to (i) the Amendment of Lease, dated as of the date
hereof, amending the Lease (the "Lease"), dated as of July 28, 1995, between CS
First Boston Corporation ("CS First Boston") and Metropolitan Life Insurance
Company ("MetLife"), inter alia, adding the twenty-first floor to the Demised
Premises (as defined in the Lease) and (ii) the Short Term Lease Agreement,
dated as of March 27, 1996, between CS First Boston and MetLife (the "Short Term
Lease") regarding the twenty-first floor of the Demised Premises.
We hereby agree that the Short Term Lease is terminated as of the date
hereof.
CS First Boston Corporation
By: /s/ Xxxxxx X. Xxxxx, Xx.
---------------------------
Name: Xxxxxx X. Xxxxx, Xx.
Title: Designated Signatory
AGREED TO:
Metropolitan Life Insurance Company
By: /s/ D.A. Prezzana
----------------------
Name: Xxxxxxxx X. Prezzana
Title: Senior Vice President
CS First Boston Corporation
00 Xxxx 00xx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000-0000
May 17, 1996
Metropolitan Life Insurance Company
Xxx Xxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000-0000
Construction Agreement and Construction Coordination Agreement
Gentlemen:
Reference is made to (i) the Amendment of Lease, dated as of the date
hereof, amending the Lease (the "Lease"), dated as of July 28, 1995, between CS
First Boston Corporation ("CS First Boston") and Metropolitan Life Insurance
Company ("MetLife"), inter alia, adding the twenty-first floor to the Demised
Premises (as defined in the Lease); (ii) the Construction Agreement, dated as of
July 28, 1995, between CS First Boston and MetLife (the "Construction
Agreement") and (iii) the Construction Coordination Agreement, dated as of July
28, 1995. between CS First Boston and MetLife (the "Construction Coordination
Agreement").
We hereby confirm that the terms of the Construction Agreement and the
Construction Coordination Agreement shall apply, mutatis mutandis, to the
twenty-first floor of the Demised Premises, and that Section 3(A) of the
Construction Agreement is hereby modified and amended as follows: The words One
Hundred Fourteen Million Nine Thousand Dollars ($114,009,000) are substituted
for the words One Hundred Six Million Six Hundred One Thousand Dollars
($106,601,000) which are deleted.
CS First Boston Corporation
By: /s/ Xxxxxx X. Xxxxx, Xx.
-------------------------
Name: Xxxxxx X. Xxxxx, Xx.
Title: Designated Signatory
AGREED TO:
Metropolitan Life Insurance Company
By: /s/ D.A. Prezzana
----------------------
Name: Xxxxxxxx X. Prezzana
Title: Senior Vice President
[ILLEGIBLE] to Xxxxx Letter
12-Feb-97
Current Funding Requirements per Xxxxx Letter
Additional Base Tenant Work 58,668,810
Special Base Building Upgrade Work 30,00,000
Special Additional Tenant Work 47,932,190
------------
Total Funding - MetLife $136,601,000
Estimated RTC 35,820,200
------------
Estimated Net Funding from MetLife $100,780,800
------------
Breakdown of Current and Additional Funding Requirements
Est. Net
Funded Estimated Total
by Met RTC Funding
------------ ----------- ------------
Additional Base Tenant Work 58,668,810 14,667,203 73,336,013
Special Base Building Upgrade Work 30,000,000 7,500,000 37,500,000
Special Additional Tenant Work (net of RTC) 12,111,990 3,027,998 15,139,988
Estimated Base Building RTC 8,500,000 8,500,000
RTC on Estimated Base Building RTC 2,125,000 2,125,000
------------ ----------- ------------
Totals - Existing Xxxxx Letter $100,780,800 $35,820,200 $136,601,000
Additional Funding 2lst Floor
Additional Base Tenant Work - 21st floor 3,415,200 853,800 4,269,000
Special Additional Tenant Work (Net of RTC) 2,511,208 627,802 3,139,010
------------ ----------- ------------
Total Additional Funding - 21st Floor 5,926,408 1,481,602 7,408,010
------------ ----------- ------------
Revised Totals - Xxxxx Letter $106,707,208 $37,301,802 $144,009,010
------------ ----------- ------------
Determination of Other Revised Amounts
Current Additional Base Tenant Work 58,668,810
Additional Base Tenant Work - 21st floor 3,415,200
-----------
Revised Additional Base Tenant Work 62,084,010
-----------
Current Shared RTC from Assumed Work
(Total RTC less Base Building RTC) 27,320,200
Additional Shared RTC - 21st Floor 1,481,602
-----------
Revised Shared RTC from Assumed Work 28,801,802
-----------
Current Special Additional Tenant Work 47,932,190
Add'l Special Add'l Tenant Work - 21st Floor 3,992,810
-----------
Revised Special Add'l Tenant Work 51,925,000
-----------
Current Additional Work Amount - Xxxxx Letter 107,368,603
Additional Work Amount - 21st Floor 7,408,010
-----------
Revised Additional Work Amount 114,776,613
-----------
Calculation of Increase In Estimated Special Additional Rent
Additional Tenant Work (Net of RTC) 2,511,208
Special Work Adjustment 128,884
---------
2,640,092
Increase in Estimated Special Additional Rent
@ 8.75% (per example) 23,162
Current Estimated Special Add'l Rent 365,883
-----------
Revised Estimated Special Additional Rent $389,045
-----------
