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Exhibit 10.20
[MENDIK 1740 CORP. LETTERHEAD]
As of January 14, 1997
The Mutual Life Insurance Company
of New York
0000 Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000
0000 Xxxxxxxx
Xxx Xxxx, Xxx Xxxx
Gentlemen:
Reference is made to the letter agreement (the "Original
Letter"), dated as of April 26, 1996, between 0000 Xxxxxxxx Associates L.P.
("Landlord") and The Mutual Life Insurance Company of New York ("Tenant"), as
amended by a letter agreement (the "Amendment"), dated as of December 18, 1996
(collectively, the "Letter"). Unless otherwise defined herein, all capitalized
terms used herein shall have the meanings ascribed to such terms in the Letter.
Landlord and Tenant have entered into a Fourth Amendment of
Lease (the "Amendment"), dated as of the date hereof. In connection with the
Amendment, Landlord and Tenant have agreed to amend the Letter as follows:
1. The following is hereby inserted at the end of Paragraph 3 of Exhibit
"B" attached to the Letter:
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"Tenant shall pay for all Tenant's expenses in connection with
the transactions contemplated hereby, except that Landlord
shall contribute an amount not to exceed Thirty Thousand
Dollars ($30,000) (the "Fund") toward Tenant's actual,
reasonable out-of-pocket legal fees in the preparation and
negotiation of the plan (the "Condominium Plan") for
conversion of the Building to a condominium form of ownership.
Landlord shall disburse a portion of the Fund to Tenant from
time to time, within thirty (30) days after receipt of the
items set forth herein, provided that on the date of a request
and on the date of disbursement from the Fund no Event of
Default shall have occurred and be continuing. Disbursements
from the Fund shall not be made more frequently than monthly,
and shall be in an amount equal to the aggregate amounts
theretofore paid or payable (as certified by an officer of
Tenant) to Tenant's attorneys which have not been the subject
of a previous disbursement from the Fund. Landlord's
obligation to make the disbursements from the Fund shall be
subject to Landlord's receipt of a request for such
disbursement from Tenant signed by an officer of Tenant,
together with the certification required above and copies of
all receipts, invoices and bills for the legal fees incurred
in connection with the preparation and negotiation of the
Condominium Plan which are to be paid from the requested
disbursement or which have been paid by Tenant and for which
Tenant is seeking reimbursement. In no event shall the
aggregate amount paid by Landlord to Tenant under this
Paragraph 3
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exceed the amount of the Fund. Upon the completion of the
Condominium Plan, any amount of the Fund which has not been
previously disbursed shall be retained by Landlord. Upon the
disbursement of the entire Fund (or the portion thereof if
upon completion of the Condominium Plan the Fund is not
exhausted), Landlord shall have no further obligation or
liability whatsoever to Tenant for further disbursement of any
portion of the Fund to Tenant. Any costs to complete the
Condominium Plan in excess of the Fund shall be the sole
responsibility and obligation of the Tenant."
2. Except as expressly modified by this agreement, all covenants,
agreements, terms and conditions of the Letter shall remain in full
force and effect and are hereby in all respects ratified and confirmed.
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If the foregoing accurately reflects your understanding of our
agreement, please sign this letter where indicated below.
MENDIK 1740 CORP.
By: /s/ Xxxxx Xxxxxxxxx
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Name: Xxxxx X. Xxxxxxxxx
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Title: President
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ACCEPTED & AGREED TO
THE MUTUAL LIFE INSURANCE
COMPANY OF NEW YORK
By: /s/ Xxxx Xxxxx
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Name: Xxxx Xxxxx
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Title: VP
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