Exhibit 10(L)
AMENDMENT
THIS AMENDMENT entered into this 11 day of July 1996 by and between CBS
INC., a New York corporation having an office at 00 Xxxx 00xx Xxxxxx, Xxx
Xxxx, Xxx Xxxx 00000 ("Landlord") and UNITEL VIDEO, INC., a Delaware
corporation having an office at 000 Xxxx 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx
00000 ("Tenant").
WITNESSETH:
WHEREAS, Landlord and Tenant entered into that certain indenture of lease
dated as of June 15, 1990 for the premises located at 000-000 Xxxx 00xx
Xxxxxx, Xxx Xxxx, XX (the "Lease");
WHEREAS, Landlord and Tenant wish to amend the Lease to provide for
certain changes to the term thereof, the renewal and termination options
contained therein and the performance of certain improvements and renovations
by Tenant;
NOW, THEREFORE, for the exchange of valuable consideration, the receipt
and sufficiency of which is hereby acknowledged and both intending to be
legally bound, Landlord and Tenant agree to amend the Lease as follows:
1. The granting clause set forth in the recitals to the Lease is deleted
and replaced with the following:
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"TO HAVE AND TO HOLD the Premises unto Tenant, its successors and
assigns, for a term commencing as of June 15, 1990 (the "Term Commencement
Date") and expiring on June 30, 2001 unless the Lease shall be sooner
terminated as hereinafter provided."
2. Section 1.01(A)(b) is amended to provide that the end of the period
therein described is February 29, 1996 rather than March 31, 1996.
3. Section 1.01(A)(c) is deleted in its entirety and replaced with the
following:
"1.01(c) for the period commencing March 1, 1996 and ending June 30,
2001, at the rate of $240,000 per annum payable in equal monthly
installments of $20,000. To the extent any rent was paid for March 1996
and any month thereafter at the rate of $25,000 per month, a credit of
$5,000 for each month for which such higher rent was paid shall be
earned by Tenant. All such credits shall be deducted from each of the
next subsequent rental payments to be paid hereunder until the total of
such credits is used.
4. Article 17 is deleted in its entirety and replaced with the following:
"ARTICLE 17
RENEWAL PRIVILEGES
Section 17.01. So long as there shall not be an Event of Default and
unless this Lease shall have been terminated pursuant to Article 15 or
ARTICLE 19, Tenant shall have the option to renew the term of this
Lease, by giving notice as provided in SECTION 22.01 for a further period
of 5 years to commence on July 1, 2001 and to expire on June 30, 2006
upon all of the terms,
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covenants and conditions set forth in this Lease, except as provided in
SECTION 17.03. Such renewal term shall be subject to termination by
Landlord or Tenant pursuant to SECTION 19.01 and Section 19.02.
Section 17.02. Tenant shall exercise its right to a renewal term by
giving Landlord notice of its election so to do on or before June 30,
2000 and upon the giving of such notice this Lease, subject to the
provisions of this Article, shall be deemed to be renewed and the term
thereof extended for the renewal period without the execution of any
further Lease or instrument.
Section 17.03. The basic rent for the renewal term shall be $300,000
per annum payable in equal monthly installments of $25,000."
5. Article 19 is deleted in its entirety and replace with the following:
"ARTICLE 19
RIGHTS OF LANDLORD AND TENANTS TO TERMINATE
Section 19.01. Landlord may terminate this Lease at any time effective
on or after June 30, 1998 by giving Tenant notice on or before December
1 of any calendar year of the term hereof as may be extended, which
notice shall be effective as of June 30 of the following calendar year.
Section 19.02. Tenant may terminate this Lease at any time effective on
or after June 30, 1998 by giving Landlord notice on or before March 31
of any calendar year of the term hereof as may be extended, which notice
shall be effective as of June 30 of that calendar year; provided,
however, that Tenant shall not be entitled to exercise such termination
right in the event, and during the continuance of an Event of Default.
Section 19.03. Upon the giving of a termination notice by either Landlord
or Tenant (to the extent such termination notice is not invalidated
pursuant to Section 19.02), the term of this Lease shall expire on the
following June 30, as if such date were the date herein specifically
fixed for the expiration of the term of this Lease (the "Termination
Date").
Section 19.04. Any occupancy by Tenant of the Premises after the early
termination date as set forth in a termination notice shall be solely as
a holdover
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tenant, and Landlord shall have all rights under law or equity to evict
and remove Tenant from the Premises from and after such date; provided,
however, that Landlord shall permit Tenant to remain in occupancy as a
holdover tenant for a period not to exceed 2 weeks, provided Tenant shall
pay basic rent and any additional rent for such 2 week holdover period."
6. (a) Tenant shall perform all work necessary to bring the Buildings
and all other parts of the Premises in compliance with all applicable
federal, state or local laws, rules, regulations, ordinances and codes so
that a valid certificate of occupancy therefor can be issued (the "Work").
Tenant shall be responsible to perform all the Work on or before December 31,
1996 and to secure and provide Landlord with a copy of such certificate of
occupancy as soon as reasonable possible. It is understood that issuance of a
final certificate of occupancy is subject to the discretion of the City of
New York. Nevertheless, Tenant hereby covenants to diligently pursue the
issuance of such certificate and to use its best efforts to have it issued as
soon as possible.
(b) Attached hereto as Exhibit "A" is the scope of the Work to be
performed by Tenant pursuant to SECTION 6(a) together with an estimate of the
cost therefor. Tenant shall deposit $95,150 (being 50% of the estimated cost
of the Work with Landlord on or before the earlier of August 1, 1996 or the
commencement of the Work as security for Tenant's faithful and timely
performance of the Work. This sum shall be designated as a security deposit
and shall remain the sole and separate property of Landlord until actually
returned to Tenant. Landlord
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shall disburse such Security Deposit to Tenant incrementally, reimbursing
Tenant for 50% of progress payments made by Tenant for the Work upon
presentation by Tenant of proof of payment. At Landlord's request, Tenant
shall also present prior to payment by Landlord partial releases of lien for
any of the Work for which reimbursement is sought. Notwithstanding anything
to the contrary herein, Landlord may retain up to 5% of the security deposit
until all the Work is completed, the Certificate of Occupancy is issued and
final releases of lien are received from all contractors and materialmen.
Landlord shall hold the security deposit in an interest bearing account with
interest accruing to the person who receives the funds in the account upon
distribution.
(c) The Work shall be performed by Tenant in accord with all of the
provisions and requirements of ARTICLE 7 and Article 10 ("Tenant
Improvements") of the Lease, including but not limited to any consent
required from Landlord to the specifications of the Work or the contractors
performing it.
7. Article 22 of the Lease is amended so that any notice to Tenant shall
be sent to the attention of the Tenant's President with a copy to Tenant's
General Counsel, both at the address otherwise noted in the Lease for Notice
to Tenant.
8. Except as specifically amended herein to the contrary, all of the
terms and conditions of the Lease are hereby ratified as set forth therein
and shall remain in full force and effect.
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IN WITNESS WHEREOF, Landlord and Tenant have duly executed and delivered
this Amendment as of the day and year first above written.
CBS INC.
By: /s/ Xxxxxx X. Xxxxx
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Name: Xxxxxx X. Xxxxx
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Title: V.P. Real Estate
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UNITEL VIDEO, INC.
By: /s/ Xxxxx Xxxxxxx
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Name: Xxxxx Xxxxxxx
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Title: CEO
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