Exhibit 10.2
FIRST SUPPLEMENTAL AGREEMENT
FIRST SUPPLEMENTAL AGREEMENT dated the 30th day of November 0000,
xxxxxxx XXXX XXXXXX XXXXX/XXXXXX, XXX., a New York corporation, having an office
at c/o Montrose Realty Corporation, 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx
00000-0000 Attn: Xxxxxx Xxxxxx, Vice President (hereinafter called "Landlord"),
and THE NEW YORK LAW PUBLISHING COMPANY, a New York corporation, having an
office at 000 Xxxx Xxxxxx Xxxxx, Xxx Xxxx, Xxx Xxxx (hereinafter called
"Tenant").
WITNESSETH:
WHEREAS.
A. Landlord and Tenant have heretofore entered into a certain lease
dated as of September 30, 1993 (such lease as the same may hereafter be amended
is hereinafter called the "Lease"), with respect to certain space on the entire
seventh (7th) and eighth (8th) floors, a portion of the ninth (9th) floor and a
portion of the basement floor (hereinafter collectively called the "Demised
Premises") in the building (hereinafter called the "Building") known as 000 Xxxx
Xxxxxx Xxxxx, Xxx Xxxx, Xxx Xxxx for a term ending on the Expiration Date, as
defined in the Lease, or on such earlier date upon which said term may expire or
be terminated pursuant to any conditions of limitation or other provisions of
the Lease or pursuant to law;
B. The parties hereto desire to modify the Lease to provide for the
inclusion therein of additional space.
NOW, THEREFORE, in consideration of the premises and mutual
covenants hereinafter contained, the parties hereto hereby modify said Lease as
follows:
1. Unless otherwise defined herein, all terms contained in this
First Supplemental Agreement shall, for the purposes hereof, have the same
meaning ascribed to them in the Lease.
2. Effective as of the date hereof (hereinafter called the
"Adjustment Date") and for the remainder of the term of the Lease, there shall
be added to and included in the Demised Premises the following additional space
in the Building, to wit:
The portion of the ninth (9th) floor, substantially as shown hatched
on the floor plan annexed hereto as Exhibit A (hereinafter called
the "Added Space").
Landlord does hereby lease to Tenant and Tenant does hereby hire from Landlord
the Added Space subject and subordinate to all superior leases and superior
mortgages as provided in the
Lease and upon and subject to all the covenants, agreements, terms and
conditions of the Lease as supplemented by this First Supplemental Agreement.
3. Effective during the period commencing on the Adjustment Date and
ending on the Expiration Date:
(a) The annual fixed rent payable pursuant to Section 1.01 (a)
of the Lease shall be increased by the following amounts allocable to the Added
Space during the following periods:
(i) FORTY-ONE THOUSAND ONE HUNDRED TWENTY-FIVE and 50/100
($41,125.50) DOLLARS per year ($3,427.13 per month) for the
period commencing on the Adjustment Date and ending on the
last day of the month preceding the month in which occurs the
fifth (5th) anniversary of the Adjustment Date;
(ii) FORTY-FIVE THOUSAND FIVE HUNDRED SEVENTY-ONE and 50/100
($45,571.50) DOLLARS per year ($3,797.63 per month) for the
period commencing on the first (1st) day of the month in which
occurs the fifth (5th) anniversary of the Adjustment Date and
ending on the last day of the month in which occurs the tenth
(10th) anniversary of the Adjustment Date; and
(iii) FIFTY-FOUR THOUSAND FOUR HUNDRED SIXTY-THREE and 50/100
($54,463.50) DOLLARS per year ($4,538.63 per month) for the
period commencing on the first (1st) day of the month in which
occurs the tenth (10th) anniversary of the Adjustment Date and
ending on the Expiration Date.
(b) With respect to the adjustments of rent set forth in
Article 3 of the Lease (hereinafter called the "Basic Adjustments") there shall
be computed, in addition to the Basic Adjustments, adjustments of rent with
respect to increases of Taxes and Operating Expenses attributable to the Added
Space. Adjustments of rent with respect to Taxes and Operating Expenses with
respect to the Added Space will be computed in the same manner as adjustments of
rent with respect to Taxes and Operating Expenses for the purpose of the Basic
Adjustments except that for the purpose of such computations with respect to the
Added Space:
(3) The Base Tax, as defined in Section 3.01(a) of the Lease,
shall mean fifty (50%) percent of the Taxes for the Tax Years
commencing July 1, 1994 and July 1, 1995, as finally
determined.
(ii) The Base Operating Expense Amount, as defined in Section
3.01(f) of the Lease, shall be the Operating Expenses for the
calendar year 1995.
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(iii) Tenant's Proportionate Tax Share, as defined in Section
3.01(b) of the Lease, shall be deemed to mean .86 (.86%)
percent, calculated as the fraction, expressed as a
percentage, the numerator of which shall be 2,223, which
Landlord and Tenant agree for purposes of the Lease
constitutes the rentable square footage of the Added Space,
and the denominator of which is 258,438, which Landlord and
Tenant agree constitutes the rentable square footage of the
Building for purposes of calculating Tenant's Proportionate
Tax Share.
(iv) Tenant's Proportionate Operating Share, as defined in
Section 3.01(h) of the Lease, shall be deemed to mean .92
(.92%) percent, calculated as the fraction, expressed as a
percentage, the numerator of which is 2,223, which Landlord
and Tenant agree for purposes of the Lease constitutes the
rentable square footage of the Added Space, and the
denominator of which is 242,638, which Landlord and Tenant
agree constitutes the rentable square footage of the office
space in the Building for purposes of calculating Tenant's
Proportionate Operating Share.
(v) The term "Operating Year", as defined in Section 3.01(e)
of the Lease, shall mean the calendar year 1996 and each
succeeding year occurring during the term of the Lease.
(vi) The term "Base Year", as defined in Section 3.01(e) of
the Lease, shall mean calendar year 1995.
(c) The security deposited with Landlord pursuant to Article
42 of the Lease shall be increased by $22,800.00.
4. Tenant agrees to accept the Added Space on the Adjustment Date in
the condition in which it exists on the date hereof and understands and agrees
that no work is to be performed or materials supplied by Landlord in connection
with preparing the Added Space for Tenant's occupancy except that Landlord
shall: (a) within ten (10) Business Days after the date hereof, perform any work
necessary so that the existing perimeter radiators (other than the thermostatic
valves therefor) in the Added Space shall be in operable condition; (b) within
fifteen (15) Business Days after the date hereof replace the then-existing
electrical panels servicing the Added Space with circuit breaker panels and new
disconnect switches, if such work shall not theretofore have been performed; and
(c) within five (5) Business Days after approval by Landlord of Tenant's plans
for its initial alterations to the Added Space, Landlord shall deliver to Tenant
a New York City Form ACP-5 from the New York City Department of Environmental
Protection in connection with such plans.
5. (a) Tenant hereby covenants and agrees that Tenant shall
complete, at Tenant's own cost and expense and in a good and workerlike manner,
the installations necessary so that the Added Space shall be constructed as
office space at least to the standard of Tenant's
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Work (such work being herein called the "Added Space Work"). The Added Space
Work shall be performed in accordance with the provisions of Article 6 and
Sections 44.01, 44.02, 44.03 and 44.04 of the Lease as if the Added Space Work
were Tenant's Work except that (i) the following provisions shall not apply to
the Added Space Work (A) the exception clause in the penultimate sentence of
subsection 44.02(d) with respect to free use of the overtime freight elevator in
connection with the Added Space Work, (B) the last two sentences of the second
paragraph of Section 44.01, and (C) the provisions of subsections 44.02(h) and
(k); and (ii) the names "Xxxxxx Rait" and "Xxxx Xxxxx Associates" shall be
substituted for "Xxxx Xxxxxxx Associates Inc." and "Xxxxxx X. Xxxxx of Xxxxx
Xxxxxxx Associates," respectively.
(b) Landlord shall provide to Tenant an allowance in the
amount of up to Seventy-Seven Thousand Eight Hundred Five ($77,805) Dollars (the
"Added Space Allowance") to be applied against the cost and expense of the
actual construction work of the Added Space Work provided that a portion of such
amount not to exceed 20% thereof may be applied against the Fees, as defined in
Section 44.05 of the Lease, incurred by Tenant on account of the Added Space
Work. If the cost and expense of the Added Space Work is more than the amount of
the Added Space Allowance, then Tenant shall be responsible for the excess. If
the cost and expense of the Added Space Work shall be less than the amount of
the Added Space Allowance, then the amount thereof shall be reduced accordingly.
The provisions of Section 44.05 of the Lease shall apply to the payment of the
Added Space Allowance as if same were the Work Allowance except that (i) the
provisions of subsection 44.05(d) of the Lease shall not apply to the Added
Space Allowance and (ii) the following dollar amounts in Section 44.05 shall be
deleted and in their place shall be substituted the amounts set forth
hereinafter:
$250,000 replaced by $ 7,500
$200,000 replaced by $25,000
$ 50,000 replaced by $10,000
6. Notwithstanding the provisions of Paragraph 3(a) of this First
Supplemental Agreement, the increase in the fixed annual rent payable under the
Lease as set forth therein shall be abated during the ten (10) month period
commencing on the Adjustment Date and ending on the day preceding the 10-month
anniversary of the Adjustment Date.
7. Landlord and Tenant hereby agree to amend the Lease so that for
purposes of subsections 46.02(i) and subsection 47.02(i), the following time
periods set forth in the foregoing subsections shall have the following
meanings:
(A) The "periods set forth in clauses (i) and (ii) of
subsection 1.01(a) hereof" shall mean the period commencing on the Commencement
Date of the Lease and ending on the last day of the month preceding the month in
which occurs the fifth (5th) anniversary of the Commencement Date;
(B) The "period set forth in clause (iii) of subsection
1.01(a) hereof" shall mean the period commencing on the first day of the month
in which occurs the fifth (5th)
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anniversary of the Commencement Date and ending on the last day of the month
preceding the month in which occurs the tenth (10th) anniversary of the
Commencement Date; and
(C) The "period set forth in clause (iv) of Subsection 1.01(a)
hereof" shall mean the period commencing on the first day of the month in which
occurs the tenth (10th) anniversary of the Commencement Date and ending on the
Expiration Date.
8. (a) Tenant covenants, represents and warrants that Tenant has had
no dealings or communications with any broker or agent other than Xxxxxxxxx
Riverbank, L.P. (which is currently representing Landlord) and Xxxxxxxx Real
Estate Company (hereinafter collectively called the "Brokers") in connection
with the consummation of this First Supplemental Agreement and the negotiation
thereof, and Tenant covenants and agrees to pay, hold harmless and indemnify
Landlord from and against any and all cost, expense (including reasonable
attorneys' fees and disbursements) or liability for any compensation,
commissions or charges claimed by any broker or agent, other than the Brokers in
the event of a breach of the foregoing representation.
(b) Landlord covenants and agrees to pay, hold harmless and
indemnify Tenant from and against any and all cost, expense (including
reasonable attorneys' fees and disbursements) or liability for any compensation,
commissions or charges claimed by any broker or agent, claiming to have dealt
with Landlord with respect to this First Supplemental Agreement or the
negotiation thereof.
(c) Landlord shall be responsible for any commission or fee
payable to the Brokers pursuant to separate agreements between Landlord and the
Brokers.
(d) The provisions of this Paragraph shall survive the
expiration or earlier termination of the Lease.
9. Section 31.03 of the Lease is hereby amended so that the
addressee "Xxxx & Xxxxx, 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000,
Attn: Xxxxxxxx X. Xxxxxx, Esq." shall be deleted and the following substituted
therefor: "Proskauer, Rose, Xxxxx & Xxxxxxxxxx, 0000 Xxxxxxxx, Xxx Xxxx, Xxx
Xxxx 00000, Attn: Xxxxxxxx X. Xxxxxx, Esq." substituted therefor.
10. For purposes of Article 46 of the Lease, the Added Space shall
be deemed deleted from the First Offering Space and the First Offering Space
shall be deemed to contain 10,951 rentable square feet.
11. For purposes of Section 47.06 of the Lease, Landlord and Tenant
acknowledge that Landlord has made an offer to Tenant pursuant to the provisions
of Article 47 of the Lease with respect to the entire tenth (10th) floor of the
Building and that Tenant did not accept such offer.
12. Except as modified by this First Supplemental Agreement, 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.
13. The covenants, agreements, terms and conditions contained in
this First Supplemental Agreement shall bind and inure to the benefit of the
parties hereto and their respective successors and, except as otherwise provided
in the Lease as hereby supplemented, their respective assigns.
14. This First Supplemental Agreement may not be changed or
terminated orally but only by an agreement in writing signed by the party
against which enforcement of any waiver, change, termination, modification or
discharge is sought.
IN WITNESS WHEREOF, the parties hereto have executed this First
Supplemental Agreement as of the day and year first above written.
LANDLORD:
PARK AVENUE SOUTH/ARMORY, INC.
By: /s/ A.B.V Xxxxxxx
-----------------------------------
A. B. V. Xxxxxxx, President
TENANT:
THE NEW YORK LAW PUBLISHING
COMPANY
By: /s/ Xxxxx X. Xxxxxxxxxxx
-----------------------------------
Xxxxx X. Xxxxxxxxxxx, President
Tenant's Tax Identification Number is
00-0000000.
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XXXXX XX XXX XXXX )
: ss.:
COUNTY OF NEW YORK )
On this 2nd day of November 1994, before me personally came
Alexander B. V. Xxxxxxx to me known, who, being duly sworn by me, did depose and
say that he has an address at 000 Xxxx Xxxxxx, 00xx floor West, New York, New
York, that he is the Vice President of PARK AVENUE SOUTH/ARMORY, INC., a New
York corporation, the corporation mentioned in, and which executed the foregoing
instrument as Landlord; and that he signed his name thereto by order of the
Board of Directors of said corporation.
JUNE X. XXXXXXXX
Notary Public, State of New York
No. 00-0000000
Qualified in Nassau County
Commission Expires 9/28/95
/s/ June X. Xxxxxxxx
----------------------------
Notary Public
STATE OF NEW YORK )
: ss.:
COUNTY OF NEW YORK )
On this 2nd day of November 1994, before me personally came Xxxxx X.
Xxxxxxxxxxx to me known, who being by me duly sworn, did say that he resides at
____________; that he is President of THE NEW YORK LAW PUBLISHING COMPANY, the
corporation described in and which executed the foregoing instrument as Tenant;
and that he signed his name thereto by order of the board of directors of said
corporation.
/s/ Xxxxxx Xxxxxxx
----------------------------
Notary Public
Notary Public
XXXXXX XXXXXXX
Notary Public, State of New York
No. 00-0000000
Qualified in New York County
Commission Expires April 19, 1995
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EXHIBIT A
[Graphic Omitted}
{Floor Plan of 000 Xxxx Xxxxxx Xxxxx, Xxxxx Xxxxx
