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EXHIBIT 10.13
AMENDMENT OF LEASE
THIS AMENDMENT OF LEASE (this "Amendment") dated as of April
26, 1996, between 0000 XXXXXXXX ASSOCIATES L.P., a Delaware limited partnership
having an office c/o Mendik Realty Company, Inc., 000 Xxxxxxx Xxxxxx, Xxx Xxxx,
Xxx Xxxx 00000 ("Landlord") and THE MUTUAL LIFE INSURANCE COMPANY OF NEW YORK, a
New York corporation having an office at 0000 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000
("Tenant").
W I T N E S S E T H:
WHEREAS, by Agreement of Lease, dated as of December 17, 1990
(the "Lease"), Landlord leased to Tenant, and Tenant hired from Landlord,
certain premises (the "Original Premises") as more particularly described in the
Lease, in the building known as and by the address 0000 Xxxxxxxx, Xxx Xxxx, Xxx
Xxxx (the "Building") and
WHEREAS, Tenant has requested, and Landlord has agreed, on the
terms and conditions hereinafter contained, to modify the Lease as hereinafter
provided.
NOW, THEREFORE, in consideration of the mutual covenants
contained herein and in the Lease, of Ten Dollars ($10) and of other good and
valuable consideration, the mutual receipt and legal sufficiency of which are
hereby acknowledged, the parties hereto, for themselves, their legal
representatives, successors and assigns, hereby agree as follows:
1. Unless otherwise defined herein, all capitalized terms used
herein shall have the meanings ascribed to such terms in the Lease.
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2. The term of the Lease with respect to the Original Premises
and the Additional Premises (as defined in Paragraph 6 below; the Original
Premises and the Additional Premises, as the same may be increased pursuant
hereto by the Initial Additional Premises and the Option Space, collectively,
the "Premises") is hereby extended to May 31, 2016, upon all of the terms and
conditions of the Lease, as amended by this Amendment. All references in the
Lease to the Fixed Expiration Date shall be deemed to be references to May 31,
2016. Notwithstanding the foregoing (i) the Fixed Expiration Date in respect to
the Temporary Second Floor Premises occurred on January 31, 1991, the Temporary
Second Floor Premises are not a part of the Premises, and all references in the
Lease to the Temporary Second Floor Premises are hereby deleted, and (ii) the
Fixed Expiration Date in respect of the Tenth Floor Premises shall be December
31, 2000.
3. (A) Notwithstanding anything to the contrary contained in
the Lease, from and after June 1, 1996 (the "Effective Date"), the Fixed Rent in
respect of the Original Premises (other than the Tenth Floor Premises) shall be
as follows:
(i) Seven Hundred Twenty-Six Thousand Dollars
($726,000) per annum for the period commencing on June 1, 1996 and ending on
August 31, 1996 ($60,500 per month);
(ii)Seven Hundred Sixty-Six Thousand Eight Hundred
Thirty-Seven and 50/100 Dollars ($766,837.50) per annum for the period
commencing on September 1, 1996 and ending on November 30, 1996 ($63.903.13 per
month);
(iii) Four Million Four Hundred Sixty-Eight Thousand
One Hundred Thirty-Two and 50/100 Dollars ($4,468,132.50) per annum for the
period
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commencing on December 1, 1996 and ending on May 31, 2001 ($372,344.38
per month);
(iv)Five Million Twenty-Two Thousand Five Hundred
Twenty-Two and 50/100 Dollars ($5,022,522.50) per annum for the period
commencing on June 1, 2001 and ending on May 31, 2006 ($418,543.54 per month);
(v) Five Million Five Hundred Seventy-Six Thousand
Nine Hundred Twelve and 50/100 Dollars ($5,576,912.50) per annum for the period
commencing on June 1, 2006 and ending on May 31, 2011 ($464,742.71 per month);
and
(vi)Five Million Five Hundred Seventy-Six Thousand
Nine Hundred Twelve and 50/100 Dollars ($5,576,912.50) per annum for the period
commencing on June 1, 2011 and ending on May 31, 2016 ($464,742.71 per month).
B. Provided no Event of Default shall have occurred
and be continuing on the dates upon which the following credits are to be
granted, Tenant shall be entitled to a credit against Fixed Rent in the
aggregate amount of One Million Fifty-Nine Thousand Five Hundred Forty-Three and
60/100 Dollars ($1,059,543.60), to be applied in equal monthly installments of
Eight Thousand Eight Hundred Twenty-Nine and 53/100 Dollars ($8,829.53) on the
first day of each month during the period commencing on June 1, 2001 and ending
on May 31, 2011
4. (A) Notwithstanding anything to the contrary contained in
the Lease, from and after the Effective Date the Fixed Rent in respect of the
Tenth Floor Premises shall be One Million Sixty-Four Thousand Four Hundred
Twelve Dollars ($1,064,412) per annum for the period commencing on June 1, 1996
and ending on December 31, 2000 ($88,701 per month).
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B. Effective as of the Fixed Expiration Date in
respect of the Tenth Floor Premises, Tenant's Share shall be reduced by five and
six hundred forty-three one thousandths percent (5.643%), and the Space Factor
shall be reduced by 29,567.
5. (A) Landlord shall contribute an amount not to exceed One
Million Nine Hundred Forty-Two Thousand Two Hundred Sixty Dollars ($1,942,260)
(the "Original Premises Tenant Fund") toward the "hard costs" of the Alterations
(the "Original Premises Alterations") to be performed by Tenant to the Second
Floor Premises, the Eighth Floor Premises, the Ninth Floor Premises, the
Eleventh Floor Premises, the Twelfth Floor Premises, the Thirteenth Floor
Premises, and (solely to the extent hereinafter provided) space on the fourth
(4th) floor of the Building (the "Subleased Space") subleased by Tenant from
another tenant of the Building (collectively, the "Alteration Premises") during
the period from the Effective Date through the second (2nd) anniversary of the
Effective Date. For purposes of determining the "hard costs" of the Original
Premises Alterations, Landlord agrees that such "hard costs" may include the
professional fees (not in excess of ten percent (10%) of the Original Premises
Tenant Fund) of the architects, engineers and designers involved in the Original
Premises Alterations.
B. Landlord shall disburse a portion of the Original
Premises Tenant Fund to Tenant from time to time, within thirty (30) days after
receipt of the items set forth in Paragraph 5(C) hereof, provided that on the
date of a request and on the date of disbursement from the Original Premises
Tenant Fund no Event of Default shall have occurred and be continuing.
Notwithstanding the foregoing, any request for disbursement delivered to
Landlord during the period December 1 through December 15
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shall be disbursed by the 31st day of such month, provided that on the date of
the request and on the date of disbursement from the Original Premises Tenant
Fund no Event of Default shall have occurred and be continuing. Disbursements
from the Original Premises Tenant 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 the Vice President, Corporate Services of
Tenant and Tenant's independent, licensed architect) to Tenant's contractors,
subcontractors, vendors and materialmen which have not been the subject of a
previous disbursement from the Original Premises Tenant Fund multiplied by a
fraction, the numerator of which is $1,942,260 and the denominator of which is
the total "hard costs" of the Original Premises Alterations as estimated by
Tenant's independent licensed architect and as approved by Landlord (which
approval shall not be unreasonably withheld or delayed), which fraction shall be
subject to readjustment as provided by Paragraph 5(C) hereof (but in no event
shall such fraction be greater than one (1)). In addition, in no event shall
more than Three Hundred Thousand Dollars ($300,000) be disbursed in respect of
Alterations to the Subleased Space.
C. Landlord's obligation to make disbursements from
the Original Premises Tenant Fund shall be subject to Landlord's verification of
the total cost of the Original Premises Alterations as estimated by Tenant's
independent licensed architect and receipt of: (a) a request for such
disbursement from Tenant signed by the Vice President, Corporate Services of
Tenant, together with the certification required by Paragraph 5(B) hereof, (b)
copies of all receipts, invoices and bills for the work completed and materials
furnished in connection with the Original Premises Alterations and incorporated
in or delivered to the Alteration Premises which are to be paid from the
requested
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disbursement or which have been paid by Tenant and for which Tenant is
seeking reimbursement, (c) copies of all contracts, work orders, change orders
and other materials relating to the work or materials which are the subject of
the requested disbursement or reimbursement, (d) if requested by Landlord,
waivers of lien from Tenant's general contractor or construction manager and all
major subcontractors involved in the performance of the Original Premises
Alterations relating to the portion of the Original Premises Alterations
theretofore performed and materials theretofore provided and for which previous
disbursements and/or the requested disbursement has been or is to be made
(except to the extent such waivers of lien were previously furnished to Landlord
upon a prior request), (e) a certificate of Tenant's independent licensed
architect stating (i) that, in his opinion, the portion of the Original Premises
Alterations theretofore completed and for which the disbursement is requested
was performed in a good and worker like manner and substantially in accordance
with the final detailed plans and specifications for such Original Premises
Alterations, as approved by Landlord, (ii) the percentage of completion of the
Original Premises Alterations as of the date of such certificate, (iii) the
revised estimated total "hard costs" to complete the Original Premises
Alterations and (f) the amount of the Alterations Fee then payable pursuant to
Section 3.2 of the Lease. If the revised estimated total "hard costs" of the
Original Premises Alterations increases above or decreases below the original
estimated total "hard costs" of the Original Premises Alterations by more than
five percent (5%), then the denominator of the fraction referred to in Paragraph
5(B) hereof shall be adjusted appropriately each time such "hard costs"
increases or decreases in increments of at least five percent (5%). If the
"hard costs" of the Original Premises Alterations decreases
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below the estimated cost thereof, then upon the completion (but for minor
punchlist items) of the Original Premises Alterations and the satisfaction of
the conditions set forth in Section 5(E) hereof, any portion of the Original
Premises Tenant Fund which has not been previously disbursed toward such "hard
costs" shall be disbursed by Landlord up to a maximum aggregate amount equal to
the lesser of (i) the total "hard costs" of the Original Premises Alterations
and (ii) the Original Premises Tenant Fund.
D. In no event shall the aggregate amount paid by
Landlord to Tenant under this Paragraph 5 exceed the amount of the Original
Premises Tenant Fund. Upon the completion of the Original Premises Alterations
and satisfaction of the conditions set forth in Paragraph 5(E) hereof, any
amount of the Original Premises Tenant Fund which has not been previously
disbursed and is not required to be disbursed pursuant to the provisions hereof
shall be retained by Landlord. Upon the disbursement of the entire Original
Premises Tenant Fund (or the portion thereof if upon completion of the Original
Premises Alterations the Original Premises Tenant Fund is not disbursed and is
not required to be disbursed pursuant to the provisions hereof), Landlord shall
have no further obligation or liability whatsoever to Tenant for further
disbursement of any portion of the Original Premises Tenant Fund to Tenant. It
is expressly understood and agreed that Tenant shall complete, at its sole cost
and expense, the Original Premises Alterations, whether or not the Original
Premises Tenant Fund is sufficient to fund such completion. Any costs to
complete the Original Premises Alterations in excess of the Original Premises
Tenant Fund shall be the sole responsibility and obligation of Tenant. In
connection with Tenant's performance of the Original Premises Alterations,
Landlord, at its sole cost and expense, shall repair any damage done to the
Premises or the Original
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Premises Alterations to the extent the same is due to the negligence or wrongful
acts or omissions of Landlord or its agents, employees or contractors.
E. Within sixty (60) days after completion (but for
minor punchlist items) of the Original Premises Alterations, Tenant shall
deliver to Landlord general releases and waivers of lien from all contractors,
subcontractors and materialmen involved in the performance of the Original
Premises Alterations and the materials furnished in connection therewith (unless
same previously were furnished pursuant to Paragraph 5(C) hereof), and a
certificate from tenant's independent licensed architect certifying that (i) in
his opinion the Original Premises Alterations have been performed in a good and
workerlike manner and completed (but for minor punchlist items) substantially in
accordance with the final detailed plans and specifications for such Original
Premises Alterations as approved by Landlord and (ii) to the best of his
knowledge, all contractors, subcontractors and materialmen have been paid all
amounts due and payable for the Original Premises Alterations and materials
furnished through such date.
F. If Landlord shall fail or refuse to disburse all
or any portion of the Original Premises Tenant Fund, the Additional Premises
Tenant Fund, or the Initial Additional Premises Tenant Fund when the same is
required to be disbursed pursuant to the provisions hereof, then Tenant may,
within sixty (60) days after such failure or refusal, notify Landlord of such
failure or refusal in writing. If Tenant shall notify Landlord as aforesaid and
Landlord shall fail or refuse to disburse the amount required to be disbursed
and specified in such notice by the date which is fifteen (15) days after
delivery of such notice, then, as Tenant's sole remedy (and as Landlord's sole
liability),
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Tenant may offset the amount required to be disbursed and specified in such
notice against the next succeeding installments of Fixed Rent and additional
rent thereafter payable under the Lease.
G. Notwithstanding anything to the contrary contained
in the Lease, (i) Tenant shall be entitled to three hundred fifty (350) hours in
the aggregate of free overtime freight elevator usage in connection with the
performance of the Original Premises Alterations, the Additional Premises
Initial Alterations and the Initial Additional Premises Initial Alterations,
(ii) in connection with the performance of Original Premises Alterations, the
Additional Premises Initial Alterations and the Initial Additional Premises
Initial Alterations, Tenant shall be entitled to, on prior request, but shall
not be required to pay for, overtime freight elevator usage during Business Days
from noon to 1:00 p.m. and Tenant shall have priority use of the freight
elevator during such hour, (iii) during the performance of the Original Premises
Alterations, the Additional Initial Premises Alterations and the Initial
Additional Premises Initial Alterations, except as set forth in clauses (i) and
(ii) above, Tenant shall pay for overtime freight elevator service at the rate
of Forty-Five Dollars ($45) per hour, and (iv) in connection with the
performance of the Original Premises Alterations, the Additional Premises
Initial Alterations and the Initial Additional Premises Initial Alterations, the
Alteration Fee payable by Tenant shall be equal to the reasonable out of pocket
costs and expenses incurred by Landlord and its agents to unrelated third
parties in connection with such Original Premises Alterations, the Additional
Premises Initial Alterations and the Initial Additional Premises Initial
Alterations, provided, however, that notwithstanding anything to the contrary
contained in the second paragraph of Paragraph No. 2 on Page 1
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of Schedule "A-2" of the Lease, the maximum amount which Tenant shall be
required to reimburse Landlord for its review of Tenant's initial submission
(but not any subsequent submission) of the plans and specifications for each of
the Original Premises Alterations, the Additional Premises Initial Alterations
and the Initial Additional Premises Initial Alterations shall not be greater
than Five Thousand Dollars ($5,000) per initial submission, which amount shall
be increased annually by the percentage increase, if any, in the Consumer Price
Index from that in effect on the date hereof.
H. Notwithstanding any provision of this Paragraph 5
to the contrary, Tenant shall not be required to deliver to Landlord any general
release or waiver of lien if Tenant shall be disputing in good faith the payment
which would otherwise entitle Tenant to such release or waiver, provided that
Tenant shall keep Landlord advised in a timely fashion of the status of such
dispute and the basis therefor and Tenant shall deliver to Landlord the general
release or waiver of lien when the dispute is settled. Nothing contained in this
Section, however, shall relieve Tenant from complying with the provisions of
Section 3.7(E) of the Lease.
6. (A) (1) Tenant hereby leases from Landlord the entire
rentable areas of the sixth (6th) floor of the Building as shown on Exhibit "A"
annexed hereto and made a part hereof (the "Sixth Floor Premises") and the
entire rentable area of the seventh (7th) floor of the Building as shown on
Exhibit "B" annexed hereto and made a part hereof (the "Seventh Floor
Premises"); the Sixth Floor Premises and the Seventh Floor Premises are
hereinafter referred to collectively as the "Additional Premises") for a term to
commence on the Additional Premises Commencement Date (hereinafter defined) and
to end on May 31, 2016, on all of the terms and conditions of the Lease, as
modified hereby. The
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"Additional Premises Commencement Date" shall be the date upon which Landlord
shall have delivered exclusive possession of the Additional Premises to Tenant
vacant, in "broom clean" condition, free from tenancies and occupancies (other
than tenancies and occupancies pursuant to this Lease), and with the work
("Landlord's Additional Premises Work") described as Exhibit "C" annexed hereto
and made a part hereof substantially completed. Upon the Additional Premises
Commencement Date, the Additional Premises shall be deemed a part of the Office
Premises for all purposes under the Lease, except as expressly provided herein.
Landlord shall give Tenant not less than ten (10) Business Days' notice of the
anticipated Additional Premises Commencement Date. Landlord covenants that if
Landlord consents to an early termination of the leases affecting the Additional
Premises (as opposed to an early termination of such leases which occurs without
Landlord's consent, such as, for example, pursuant to a provision of such leases
granting to the tenants under such leases an option or right to terminate, or a
termination pursuant to a default by the tenants under such leases), then the
Additional Premises Commencement Date shall not be earlier than June 1, 1997.
(2) Notwithstanding any provision of this Article 6
to the contrary, Tenant's obligation to lease from Landlord the Additional
Premises, and Landlord's obligation to lease to Tenant the Additional Premises,
shall be void and of no effect if such Additional Premises are leased by the
tenant under the lease with Xxxxxxx Xxxxxxx XxXxxxx, Inc. pursuant to a right or
option granted to such tenant prior to the date hereof or if the tenant under
the lease with Xxxxx Xxxx Xxxxxx BDDP, Inc. existing as of the date hereof for
such Additional Premises shall renew its lease for the Additional Premises
pursuant to a right or option contained in such lease as of the date hereof. In
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addition, if Landlord is unable to deliver possession of any portion of the
Additional Premises by January 1, 1998 because of the holding over or retention
of possession of any tenant, undertenant or occupants in the Additional
Premises, then except as expressly provided in this Section, (i) Landlord shall
not be subject to any liability or failure to give possession on said date, (ii)
the validity of this Lease shall not be impaired under such circumstances, nor
shall the same be construed to extend the term of this Lease with respect to the
Additional Premises or otherwise, (iii) Tenant waives any right to rescind this
Lease under Section 223-a of the New York Real Property Law or any successor
statute of similar nature and purpose then in force, and (provided Landlord
fulfills its obligation under the following clause (v) hereof) further waives
the right to recover any damages which may result from Landlord's failure to
deliver possession of the Additional Premises or portion thereof to Tenant on
January 1, 1998 and agrees that the provisions of this Section shall constitute
an "express provision to the contrary" within the meaning of Section 223-a of
the New York Real Property law, (iv) provided Tenant is not responsible for such
inability to deliver possession, the Fixed Rent, Escalation Rent and all other
items of additional rent payable with respect to the portion of the Additional
Premises not delivered to Tenant shall be abated and the Additional Premises
Commencement Date with respect to the portion of the Additional Premises not
delivered to Tenant shall be postponed until ten (10) Business Days after
Landlord shall give Tenant notice that the Additional Premises or applicable
portion thereof is vacant and available for Tenant's occupancy, (v) Landlord, at
Landlord's expense, shall use its reasonable efforts to deliver possession of
the entire Additional Premises or applicable portion thereof to Tenant as soon
as practicable and in connection therewith shall
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promptly institute and diligently and in good faith prosecute holdover and any
other appropriate proceedings against the occupants of the Additional Premises
or applicable portion thereof, and (vi) if Landlord shall fail to deliver to
Tenant exclusive possession of the entire Additional Premises by June 30, 1998,
then Tenant, as its sole remedy, by not later than July 15, 1998, may elect to
revoke its right to lease the Additional Premises (or, if a portion thereof has
been previously delivered, the portion thereof not previously delivered), In
which event Tenant shall have no right to lease from Landlord, and Landlord
shall have no obligation to lease to Tenant, the Additional Premises (or, if a
portion thereof has been previously delivered, the portions thereof not
previously delivered).
(3) If Tenant's right to lease the Additional
Premises (or the portion thereof not previously delivered) shall be revoked or
become void or of no effect pursuant to this Paragraph 6, and if Landlord shall,
on or before January 14, 1999, have available up to sixty-one thousand five
hundred twenty-four (61,524) rentable square feet available for lease in the
Building, Landlord, from time to time, shall offer such available space (up to
sixty-one thousand five hundred twenty-four (61,524) rentable square feet) to
Tenant in writing. Tenant, within fifteen (15) days after receipt of Landlord's
notice(s) delivered from time to time, shall notify Landlord in writing if
Tenant elects to lease such space. If Tenant fails to deliver such notice within
such period, Tenant shall have no further right under this paragraph to lease
such offered space, subject to subsequent notices delivered by Landlord from
time to time on or before January 14, 1999. If Tenant shall notify Landlord of
its election to lease such space as aforesaid, then from and after the date of
delivery of such space to Tenant such space shall be deemed to be the
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Additional Premises for all purposes hereof. Notwithstanding the foregoing, if
Landlord shall have offered to Tenant, and Tenant shall have failed or refused
to lease, three (3) separate spaces of not less than fifteen thousand (15,000)
rentable square feet each, then Landlord shall thereafter have no obligation to
offer to Tenant, and Tenant shall have no right to lease, any space not
previously leased pursuant to this Paragraph 6(A)(3).
B. The Fixed Rent payable in respect of the
Additional Premises shall be as follows (it being agreed that if Tenant shall
lease from Landlord less than sixty-one thousand five hundred twenty-four
(61,524) rentable square feet of Additional Space pursuant to the provisions of
Paragraph 6(A) hereof, then the following amounts shall each be multiplied by a
fraction, the numerator of which is the number of rentable square feet of
Additional Premises leased by Tenant pursuant to Paragraph 6(A) hereof, and the
denominator of which is sixty-one thousand five hundred twenty-four (61,524)):
(i) One Million Six Hundred Sixty-One Thousand One
Hundred Forty-Eight Dollars ($1,661,148) per annum for the period commencing on
the Additional Premises Commencement Date and ending on May 31, 2001 ($138,429
per month);
(ii)One Million Nine Hundred Seven Thousand Two
Hundred Forty-Four Dollars ($1,907,244) per annum for the period commencing on
June 1, 2001 and ending on May 31, 2006 ($158,937 per month);
(iii) Two Million One Hundred Fifty-Three Thousand
Three Hundred Forty Dollars ($2,153,340) per annum for the period commencing on
June 1, 2006 and ending on May 31, 2011 ($179,445 per month); and
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(iv)Two Million Four Hundred Sixty Thousand Nine
Hundred Sixty Dollars ($2,460,960) per annum for the period commencing on June
1, 2011 and ending on May 31, 2016 ($205,080 per month).
C. From and after the Additional Premises
Commencement Date, (x) Tenant's Share shall be increased by eleven and seventy
four one hundredths percent (11.74%), (y) the Space Factor shall be increased by
61,524, and (z) Tenant shall be entitled to a credit against the first payments
of Fixed Rent payable under this Amendment in respect of the Additional Premises
in an aggregate amount equal to One Million Six Hundred Sixty-One Thousand One
Hundred Forty-Eight Dollars ($1,661,148), it being agreed that if Tenant shall
lease from Landlord less than sixty-one thousand five hundred twenty-four
(61,524) rentable square feet of Additional Premises pursuant to the provisions
of Paragraph 6(A) hereof, then each of the foregoing amounts shall each be
multiplied by a fraction, the numerator of which is the number of square feet of
Additional Premises leased by Tenant pursuant to Paragraph 6(A) hereof, and the
denominator of which is sixty-one thousand five hundred twenty-four (61,524).
D. Tenant shall accept the Additional Premises in its
then "as is" condition, and except for the performance of Landlord's Additional
Premises Work, Landlord shall have no obligation to prepare the same for
Tenant's occupancy or provide any money for the preparation of the same, except
that Landlord shall contribute an amount equal to Two Million Four Hundred Sixty
Thousand Nine Hundred Sixty Dollars ($2,460,960) (the "Additional Premises
Tenant Fund") toward the "hard costs" of performing the Alterations made by
Tenant to initially prepare the Additional Premises for occupancy by Tenant (the
"Additional Premises Initial Alterations") and the "hard
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costs" of performing Alterations to other portions of the Premises during the
period from the Additional Premises Commencement Date through the second (2nd)
anniversary of the Additional Premises Commencement Date; provided, however,
that not less than fifty percent (50%) of the Additional Premises Tenant Fund
must be applied toward the "hard costs" of performing the Additional Premises
Initial Alterations. For purposes of determining the "hard costs" of the
Additional Premises Initial Alterations, Landlord agrees that such "hard costs"
may include the professional fees (not in excess of ten percent (10%) of the
Additional Premises Tenant Fund) of the architects, engineers and designers
involved in the Additional Premises Initial Alterations. Notwithstanding the
foregoing, if Tenant shall lease from Landlord less than sixty-one thousand five
hundred twenty-four (61,524) rentable square feet of Additional Premises
pursuant to the provisions of Paragraph 6(A) hereof, then the amount of the
Additional Premises Tenant Fund shall be an amount equal to Two Million Four
Hundred Sixty Thousand Nine Hundred Sixty Dollars ($2.460,960) multiplied by a
fraction, the numerator of which is the number of square feet of Additional
Premises leased by Tenant pursuant to Paragraph 6(A) hereof, and the denominator
of which is sixty-one thousand five hundred twenty-four (61,524). The Additional
Premises Tenant Fund shall be disbursed on and subject to the provisions of
Paragraph 5 hereof, except that (i) all references therein to the "Original
Premises Tenant Fund," the "Original Premises Alterations", the "Alteration
Premises" and the number "$1,942,260" shall be deemed to be references to the
"Additional Premises Tenant Fund", the "Additional Premises Initial
Alterations", the "Additional Premises" and the number "$2,460,960" (or the
applicable portion thereof), respectively.
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E. Provided no Event of Default shall exist at (x) the time of
the delivery of Tenant's notice referred to this Section (E) or (y) on the
Initial Additional Premises Commencement Date, Tenant shall have the option,
exercisable by written notice delivered to Landlord within sixty (60) days after
the date hereof to lease the entire rentable area of the eighteenth (18th) floor
of the Building (the "18th Floor Premises") and/or nineteenth (19th) floor of
the Building (the "19th Floor Premises") (the "Initial Additional Premises") as
shown on Exhibit "E" annexed hereto and made a part hereof. If Tenant shall
deliver such notice as aforesaid, then Tenant shall be deemed to have leased
such Initial Additional Space for the period commencing on the Initial
Additional Premises Commencement Date and ending on the Fixed Expiration Date
(subject to the provisions of Article 39 hereof) on all the same terms and
conditions of this Lease, except as set forth in this Article. The "Initial
Additional Premises Commencement Date" shall be the date on or after March 1,
1998 upon which Landlord shall have delivered exclusive possession of the
Initial Additional Premises to Tenant vacant, in "broom clean" condition, free
from tenancies and occupancies (other than tenancies and occupancies pursuant to
this Lease), and with Landlord's Additional Premises Work substantially
completed in respect of the Initial Additional Premises. Upon the Initial
Additional Premises Commencement Date, the Initial Additional Premises shall be
deemed a part of the Office Premises for all purposes under the Lease, except as
expressly provided herein. Landlord shall give Tenant not less than ten (10)
Business Days' notice of the anticipated Initial Additional Premises
Commencement Date.
F. The Fixed Rent payable in respect of the Initial
Additional Premises shall be as follows:
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(x) If Tenant shall lease the 18th Floor Premises:
(i) Four Hundred Twenty-Eight Thousand Seven Hundred
Eighty-Seven Dollars ($428,787) per annum for the period commencing on the
Initial Additional Premises Commencement Date and ending on May 31, 2001
($35,732.25 per month);
(ii) Four Hundred Ninety-Two Thousand Three Hundred
Eleven Dollars ($492,311) per annum for the period commencing on June 1, 2001
and ending on May 31, 2006 ($41,025.92 per month);
(iii) Five Hundred Fifty-Five Thousand Eight Hundred
Thirty-Five Dollars ($555,835) per annum for the period commencing on June 1,
2006 and ending on May 31, 2011 ($46,319.58 per month); and
(iv)Six Hundred Thirty-Five Thousand Two Hundred
Forty Dollars ($635,240) per annum for the period commencing on June 1, 2011 and
ending on May 31, 2016 ($52,936.67 per month).
(y) If Tenant shall lease the 19th Floor Premises:
(i) Four Hundred Thirty-Six Thousand Four Hundred
Fifty-Five Dollars ($436,455) per annum for the period commencing on the Initial
Additional Premises Commencement Date and ending on May 31, 2001 ($36,371.25 per
month);
(ii) Five Hundred One Thousand One Hundred Fifteen
Dollars ($501,115) per annum for the period commencing on June 1, 2001 and
ending on May 31, 2006 ($41,759.58 per month);
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(iii) Five Hundred Sixty-Five Thousand Seven Hundred
Seventy-Five Dollars ($565,775) per annum for the period commencing on June 1,
2006 and ending on May 31, 2011 ($47,147.92 per month); and
(iv) Six Hundred Forty-Six Thousand Six Hundred
Dollars ($646,600) per annum for the period commencing on June 1, 2011 and
ending on May 31, 2016 ($53,883.33 per month).
G. From and after the Initial Additional Premises
Commencement Date in respect of the 18th Floor Premises, Tenant's Share shall be
increased by three and thirty-one one thousandths percent (3.031%), the Space
Factor shall be increased by 15,881 square feet, and Tenant shall be entitled to
a credit against the first payments of Fixed Rent payable under this Amendment
in respect of the 18th Floor Premises only in an aggregate amount equal to Four
Hundred Twenty-Eight Thousand Seven Hundred Eighty-Seven Dollars ($428,787).
From and after the Initial Additional Premises Commencement Date in rent of the
19th Floor Premises, Tenant's Share shall be increased by three and eighty-five
one thousandths percent (3.085%), the Space Factor shall be increased by 16,165,
and Tenant shall be entitled to a credit against the first payments of Fixed
Rent payable under this Amendment in respect of the 19th Floor Premises only in
an aggregate amount equal to Four Hundred Thirty-Six Thousand Four Hundred
Fifty-Five Thousand Dollars ($436,455).
H. Tenant shall accept the Initial Additional
Premises in its then "as is" condition, and except for the performance of
Landlord's Additional Premises Work in respect of the Initial Additional
Premises, Landlord shall have no obligation to prepare the same for Tenant's
occupancy or provide any money for the preparation of the
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same, except that Landlord shall contribute an amount equal to Six Hundred
Thirty-Five Thousand Two Hundred Forty Dollars ($635,240) (in respect of the
18th Floor Premises, if Tenant shall lease the 18th Floor Premises), and Six
Hundred Forty Six Thousand Six Hundred Dollars ($646,600) (in respect of the
19th Floor Premises, if Tenant shall lease the 19th Floor Premises) (the
"Initial Additional Premises Tenant Fund") toward the "hard costs" of performing
the Alterations made by Tenant to initially prepare the Initial Additional
Premises for occupancy by Tenant (the "Initial Additional Premises Initial
Alterations"). For purposes of determining the "hard costs" of the Initial
Additional Premises Initial Alterations, Landlord agrees that such "hard costs"
may include professional fees (not in excess of ten percent (10%) of the Initial
Additional Premises Tenant Fund) of the architects, engineers and designers
involved in the Initial Additional Premises Initial Alterations. The Initial
Additional Premises Tenant Fund shall be disbursed on and subject to the
provisions of Paragraph 5 hereof, except that (i) all references therein to the
"Original Premises Tenant Fund," the "Original Premises Alterations", the
"Alteration Premises" and the number "$1,942,260" shall be deemed to be
references to the "Initial Additional Premises Tenant Fund", the "Initial
Additional Premises Initial Alterations", the "Initial Additional Premises" and
the number "$635,240" (in respect of the 18th Floor Premises, if Tenant shall
lease the 18th Floor Premises) and "$646,600" (in respect of the 19th Floor
Premises, if Tenant shall lease the 19th Floor Premises), respectively.
I. Notwithstanding anything to the contrary contained
in the Lease or this Amendment, the Original Premises Tenant Fund, the
Additional Premises Tenant Fund, the Initial Additional Premises Tenant Fund,
the Landlord's Additional
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Premises Work, other work and the rent abatements and credits provided in
Sections 3(B), 5(F), 6(C), 6(E), 6(G) and 7(viii) of this Amendment are the only
Tenant improvement allowances, Landlord work letter obligations and free rent
periods (or credits in lieu thereof) being provided to Tenant under the Lease as
amended by this Amendment relating to the commencement of the term of the Lease
or the commencement of the term of the leasing of any additional space leased
pursuant to the Lease as amended b this Amendment, and are in lieu of any and
all similar such allowances, obligations and abatements, if any, provided for in
the Lease as it existed on the date prior to the date of this Amendment.
7. Effective as of the Effective Date, the Lease as it existed
is hereby modified as follows:
(i) In Section 13.2(A) of the Lease, the phrase
"seven percent (7%) of the amount set forth in clause (i) above, exclusive of
sales or other taxes" is hereby deleted and the following is hereby inserted in
lieu thereof: "Landlord's actual out of pocket expenses to unrelated third
parties in connection with reading and maintaining such meters."
(ii)Sections 27.l(B) and (C) of the Lease are hereby
deleted in their entirety and the following is hereby inserted in lieu thereof:
"(B) "Base Operating Expenses" shall mean the
Operating Expenses for the calendar year ending December 31,
1996.
(C) "Base Taxes" shall mean the Taxes for the
calendar year 1996, being calculated as fifty percent (50%) of
the sum of (i) Taxes for the Tax Year commencing July 1, 1995
and ending June 30, 1996 and (ii) Taxes for the Tax Year
commencing July 1, 1996 and ending June 30, 1997."
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(iii) In Section 27.1 (E)(2) of the Lease the phrase
"ninety-five percent (95%) of" is hereby inserted before the word "all" in both
instances in such Section in which such word appears. In addition, the term
"Operating Year" shall include the calendar year for which "Base Operating
Expenses" are computed.
(iv) The following is hereby added at the end of
27.3(A) of the Lease: "Landlord agrees that in prosecuting or settling any tax
reduction proceedings for the Building for Tax Years 1995-96 and 1996-97,
Landlord shall not in bad faith discriminate against Tax Years 1995-96 or
1996-97 in order to artificially lower the assessed valuation for such years as
compared to subsequent years, provided, however, that the foregoing shall not be
deemed to limit Landlord's exercise of its business judgment in prosecuting or
settlement tax reduction proceedings affecting the Building.
(v) The following is hereby added at the end of
Section 28.1 (B) of the Lease: "Notwithstanding the foregoing, but subject to
the provisions of Section 5(G) of this Amendment, no freight elevator service
will be provided on Business Days from 12:00 noon to 1:00 p.m."
(vi) In Section 3.l(B)(1) of the Lease, the word
"and" at the end of clause (ii) thereof is hereby deleted and the following is
hereby inserted in lieu thereof: "provided that such Person designated by
Landlord shall provide its services at a rate competitive with those of other
Persons providing similar services for comparable work in midtown Manhattan,
and,".
(vii) In Section 2.1(A)(1) of the Lease, clause (iii)
is hereby deleted and the following is hereby inserted in lieu thereof: "(iii)
the Garage Premises as a garage for the parking of three (3) automobiles of
Tenant and its officers (provided and for so
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long as the same is permitted under the Certificate of Occupancy for the
Building), and for no other purpose. "In consideration thereof, Tenant shall pay
to Landlord, as additional rent, for the use of the Garage Premises, Thirty-One
Thousand Five Hundred Dollars ($31,500) per annum ($2,625 per month) payable in
equal monthly installments on the first day of each month during the Term from
and after the date (the "Garage Premises Rent Commencement Date") which is (x)
ninety (90) days after the Effective Date (in respect of the two (2) parking
spaces currently occupied by Tenant; the additional rent for the use of such two
(2) parking spaces being Twenty-One Thousand Dollars ($21,000) per annum ($1,750
per month)) and (y) the later of (i) ninety (90) days after the Effective Date
and (ii) ninety (90) days after the date the third (3rd) parking space is
delivered to Tenant (in respect of the third parking space, which is not
currently occupied by Tenant); the additional rent for the use of such one (1)
parking space being Ten Thousand Five Hundred Dollars ($10,500) per annum ($875
per month)). Landlord shall deliver the third parking space by the date which is
one hundred twenty (120) days after the date hereof, provided, however, that if
Landlord shall fail to deliver such third parking space by such one hundred
twentieth (120th) date for any reason other than Unavoidable Delays or delays
caused by Tenant, then the Garage Premises Rent Commencement Date in respect of
such third parking space shall be adjourned one (1) day for each day after such
one hundred twentieth (120th) day until the third parking space is delivered.
Landlord agrees that it shall not seek or, except as required by Requirements,
permit any change to the certificate of occupancy for the Garage Premises which
would prohibit the use of the Garage Premises for parking purposes. Tenant
agrees that if any Governmental Authority shall require Tenant to cease parking
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automobiles in the Garage Premises, or reduce the number of cars that may be
parked there, that Tenant shall immediately so cease or reduce such parking, and
Landlord shall have no liability therefor, nor shall this Lease be affected,
except that (i) from and after the date Tenant is no longer permitted to park
any automobiles at the Garage Premises, Tenant shall not be required to pay the
additional rent for the Garage Premises specified above, and (ii) if Tenant is
required to reduce the number of automobiles parked at the Garage Premises, the
additional rent for the Garage Premises, as specified above, shall thereafter be
the additional rent for the Garage Premises, as specified above, multiplied by a
fraction, the numerator of which is the number of cars which, may be parked at
the Garage Premises and the denominator of which is three (3).
(viii) Upon the Additional Premises Commencement
Date, the Initial Additional Premises Commencement Date and the Option Space
Commencement Date, as the case may be, a Class-E multiplex panel shall be in
place on each floor of the Additional Premises, the Initial Additional Premises
and the Option Space, as the case may be.
(ix) The following is hereby added at the end of
Section 2.l(B)(2) of the Lease: "Notwithstanding the provisions of this Section
2.l(B)(2), Landlord hereby consents to the installation by Tenant, as an
Alteration, of a vertical conduit (not in except of four (4) inches in diameter)
installed in the electric closets of the Building running from the basement of
the Building to the nineteenth (19th) floor of the Building, for exclusive use
by Tenant for its cabling." Annexed hereto and made a part hereof as Exhibit "F"
is a plan showing the risers within the Building which, notwithstanding anything
to the contrary contained in Section 2.l(B)(2) of the Lease, are dedicated to
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Tenant's exclusive use. The shaft area granted to Tenant pursuant to this clause
(ix) shall be included in calculating the maximum shaft area which Landlord is
required to make available to Tenant pursuant to Section 2.l(B)(2) of the Lease.
(x) In Section 3.4(vii) of the Lease, references
therein to the phrases "One Hundred Thousand Dollars ($100,000)" and
"Commencement Date" are hereby replaced with the phrases "Two Hundred Thousand
Dollars ($200.000)" and "Effective Date," respectively.
(xi) In Section 7.1 (B)(2) of the Lease, the
following is hereby inserted immediately prior to the word "or" appearing in the
third (3rd) line thereof: "other than any offset permitted pursuant to the
provisions of Sections 3(B), 5(F), 6(C), 6(G) and 6(H) of the Amendment of Lease
(the "First Amendment"), dated as of April 26, 1996, between Landlord and
Tenant."
(xii) In Section 7.1(B)(4) of the Lease, the
following is hereby inserted immediately prior to the word "or" appearing in the
second (2nd) line thereof: "provided, however, that the foregoing shall not
vitiate the obligation of the Lessor or Mortgagee to recognize the offset
referred to in Section 7.1 (B)(2) hereof."
(xiii) The following is hereby inserted at the end of
12.2(C) of the Lease: "Notwithstanding the foregoing, the liability of any
assignor of Tenant's interest under this Lease pursuant to an assignment to
which Landlord has granted its written consent or pursuant to an assignment
which, pursuant to the provisions hereof, does not require Landlord's consent,
shall not be greater than the liability of such assignor under the Lease in the
form such Lease existed on the date of such assignment, without regard
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to modifications made to the Lease subsequent to the date of such assignment
(other than those modifications, if any, consented to by assignor in writing)."
(xiv) The following is hereby inserted at the end of
Section 12.6 of the Lease:
(G)(1) If requested so to do by Tenant at the time of
Tenant's request for Landlord's consent to sublease, Landlord
shall, with respect to each Protected Subtenant, execute and
deliver a subordination, non-disturbance and attornment
agreement reasonably acceptable to Landlord and Tenant,
containing, among other things, provisions to the effect that,
if this Lease shall terminate or be terminated for any reason,
Landlord will recognize such subtenant as a direct tenant of
Landlord on the same terms and conditions as are contained in
its sublease (each a "Protected Sublease"), provided that (i)
no default shall have occurred under such sublease and be
continuing beyond any applicable notice and cure periods, (ii)
such sublease complies with the terms of this Lease in all
respects, (iii) such sublease does not, in Landlord's
reasonable judgment, increase Landlord's obligations above
those set forth herein or diminish Landlord's rights below
those set forth in this Lease, in either event by more than a
de minimis amount, (iv) such subtenant shall have a net worth,
at the time such sublease is entered into, at least equal to
the Protected Subtenant Required Minimum Net Worth, (v)
notwithstanding the rents payable under such sublease,
effective upon the termination of this Lease, the rents
payable under such sublease shall be adjusted to equal the
greater of (x) the total rent per rentable square foot payable
under this Lease times the number of rentable square feet
contained in the related sublet premises plus Escalation Rent
calculated in accordance with Article 27, except that the
number of rentable square feet in the sublet premises shall be
used for the purpose of determining "Tenant's Share" or (y)
the fixed rent plus additional rent payable in respect of
increases in Taxes and Operating Expenses pursuant to such
sublease, (vi) any right that such subtenant may have to
require its landlord to construct leasehold improvements or to
pay a work allowance shall not be binding on Landlord, (vii)
any modification of such sublease without the prior written
consent of Landlord shall render void the obligations of
Landlord under such
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subordination, non-disturbance and attornment agreement if the
effect of such modification is to grant to such subtenant
rights or to impose upon Landlord obligations, following any
termination of this Lease, inconsistent with this Article 12,
and (viii) such agreement shall contain the provisions set
forth in Section 12.6(A)(1)(i) hereof.
(2) For purposes of this Lease, the term "Protected
Subtenant" shall mean any subtenant under a sublease for a
term of not less than five (5) years for sublet premises
consisting of not less than one (1) full floor of the Building
and that has a net worth at least equal to the Protected
Subtenant Required Minimum Net Worth. The term "Protected
Subtenant Required Minimum Net Worth" shall mean an amount
reasonably satisfactory to Landlord, taking into account the
financial obligations of the Protected Subtenant under the
Protected Sublease."
(xv) Tenant shall have the right to review and to
dispute Landlord's calculation of the charges for electricity pursuant to
Article 13 of the Lease, provided, however, that Tenant shall continue to pay
all electrical charges billed pending the outcome of such dispute.
(xvi) Landlord and Tenant acknowledge and agree that
the provisions of Section 22.1 of the Lease do not apply to any premises other
than premises initially demised under the Lease.
(xvii) Article 31 of the Lease is hereby deleted and
the following is hereby inserted in lieu thereof:
"ARTICLE 31
ANTENNA
Section 31.1. Landlord understands that during the
Term Tenant may require communication services in connection
with the operation of Tenant's business which would
necessitate the construction, installation, operation and use
by Tenant of a communication antenna, microwave and/or
satellite antenna or dish, together with related equipment,
mountings and supports (collectively, the "Antenna") and
replacement and/or substitutions thereof on
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the roof of the Building. Subject to the rights of other
tenants in the Building and the terms of this Section 31.1,
Landlord shall make available to Tenant, for Tenant's own use
(and not for resale purposes) sufficient (as reasonably
determined by Landlord) space on the roof of the Building for
the Antenna at a location designated by Landlord (it being
agreed that in no event shall the area of the roof used by
Tenant for the Antenna exceed fifty (50) square feet).
Landlord shall have no obligation to reserve any portion of
the roof for Tenant's use and the use of the roof for such
purposes shall be allocated on a "first come, first served"
basis. Tenant's use of the roof of the Building shall be on a
nonexclusive basis. In connection with Tenant's use of the
roof of the Building, and subject to the rights of other
tenants in the Building, Landlord shall make available to
Tenant access to the roof for the construction, installation,
maintenance, repair, operation and use of the Antenna, as well
as reasonable space in the Building to run electrical and
telecommunications conduits from the Antenna to the Premises.
The installation of the Antenna shall constitute an Alteration
and shall be performed at Tenant's sole cost and expense
(including, without limitation, any costs and expenses in
connection with reinforcing the roof of the Building, if
required) in accordance with and subject to the provisions of
Article 3 hereof and except as otherwise expressly set forth
in this Article 31, the Antenna shall be deemed for all
purposes of this Lease to be a Specialty Alteration. All of
the provisions of this Lease with respect to Tenant's
obligations hereunder shall apply to the installation, use and
maintenance of the Antenna, including, without limitation,
provisions relating to compliance with Requirements,
insurance, indemnity, repairs and maintenance. The license
granted to Tenant in this Article 31 shall not be assignable
by Tenant separate and apart from this Lease.
Section 31.2. Landlord retains the right to use the
portion of the roof on which the Antenna is located for any
purpose whatsoever. Tenant shall use the Antenna so as not to
cause any interference to other tenants or Landlord in the
Building or interference with or disturbance to the reception
or transmission of communication signals by or from any
antenna, satellite dishes or similar equipment previously
installed by Landlord or any other tenant in the Building or
damage to or interference with the operation of the Building
or Building Systems. If after any Antenna is
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installed by Tenant it is discovered that the Antenna causes
any such interference, damage or disturbance, then Tenant, at
its sole cost and expense, shall relocate its Antenna to
another area on the roof designated by Landlord. If such
interference or disturbance still occurs despite such
relocation, or if no portion of the roof is available for such
relocation. Tenant, at its sole cost and expense, shall remove
its Antenna from the roof of the Building. In the event Tenant
fails to relocate or remove the Antenna, Landlord may do so,
and Tenant shall promptly reimburse Landlord for any costs
incurred by Landlord in connection therewith. If any other
antenna or dish on the roof shall interfere with the operation
of the Antenna, Landlord and Tenant shall jointly use their
diligent good faith efforts to eliminate or minimize such
interference.
Section 31.3. If Tenant is in default under any
provision of this Article 31 then, without limiting Landlord's
rights and remedies Landlord may otherwise have under this
Lease, Tenant, upon written notice from Landlord, shall, at
Tenant's sole cost and expense immediately discontinue its use
of the Antenna and remove the same from the roof of the
Building.
Section 31.4. In addition to the right of Landlord to
cause Tenant to relocate the Antenna pursuant to Section 31.2
hereof, Landlord may at its option, at any time during the
Term after reasonable prior notice to Tenant (except in the
event of an emergency) relocate the Antenna to another area on
the roof designated by Landlord, provided that such relocation
does not cause the transmission or receipt of communication
signals to be materially interrupted or impaired other than
temporarily in connection with such relocation and, except as
set forth with respect to Landlord's right to cause Tenant to
relocate the Antenna pursuant to Section 31.2 hereof, such
relocation shall be performed at Landlord's sole cost and
expense.
Section 31.5. (A) Landlord shall not have any
obligations with respect to the Antenna or compliance with any
Requirements relating thereto (including, without limitation,
the obtaining of any required permits or licenses, or the
maintenance thereof), nor shall Landlord be responsible for
any damage that may be caused to Tenant or the Antenna by any
other tenant or occupant of the Building. Landlord makes no
representation that the Antenna will be able to receive or
transmit communication
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signals without interference or disturbance (whether or not by
reason of the installation or use of similar equipment by
others on the roof) and Tenant agrees that Landlord shall not
be liable to Tenant therefor.
(B) Tenant, at Tenant's sole cost and expense, shall
paint and maintain the Antenna in white or such other color as
Landlord shall reasonably determine and shall install such
lightning rods or air terminals on or about the Antenna as
Landlord may reasonably require.
(C) Tenant shall (i) be solely responsible for any
damage caused to Landlord or any other Person or property as a
result of the installation, maintenance or use of the Antenna,
(ii) promptly pay any tax, license, permit or other fees or
charges imposed pursuant to any Requirements relating to the
installation, maintenance or use of the Antenna, (iii)
promptly comply with all precautions and safeguards
recommended by Landlord's insurance company and all
Governmental Authorities, and (iv) perform all necessary
repairs or replacements to, or maintenance of, the Antenna,
except that at Landlord's option, Landlord may elect to
perform such repairs, replacements or maintenance at Tenant's
sole cost and expense.
Section 31.6. Tenant acknowledges and agrees that the
privileges granted Tenant under this Article 31 shall merely
constitute a license and shall not, now or at any time after
the installation of the Antenna, be deemed to grant Tenant a
leasehold or other real property interest in the Building or
any portion thereof. The license granted to Tenant in this
Article 31 shall remain in effect at all times while the Lease
is in effect (subject to termination pursuant to the
provisions of this Article 31), and shall automatically
terminate and expire upon the expiration or earlier
termination of this Lease and the termination of such license
shall be self-operative and no further instrument shall be
required to effect such termination. The foregoing
notwithstanding, upon request by Landlord, Tenant, at Tenant's
sole cost and expense, promptly shall execute and deliver to
Landlord, in recordable form, any certificate or other
document confirming the termination of Tenant's right to use
the roof of the Building."
(xviii) In Article 26 of the Lease, (x) clause (a)
thereof is hereby deleted and the following is hereby inserted in lieu thereof:
"(a) at Tenant's address set
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forth in this Lease, Attn: Xx. Xxxx Xxxxx, Vice President, Corporate Services,
with a copy to Tenant at its address set forth in this Lease, Attn: Xxxxxxxx X.
Xxxxxxxx, Esq., Senior Counsel, or" and (y) clause (x) is hereby deleted and the
following is hereby inserted in lieu thereof: "(x) Portfolio U Holdings
Corporation, 000 Xxxxxxxxxx, Xxxxx 000, 0000 Xxxxxxxxx Xxxxxxx, Xxxxxxx, Xxxxxxx
00000, Attn.: Vice President."
(xix) Section 37.6 of the Lease is hereby deleted and
the following is hereby inserted in lieu thereof:
"Section 37.6. This Lease shall not be recorded;
however, at the request of either party, Landlord and Tenant
shall promptly execute, acknowledge and deliver a memorandum
with respect to this Lease sufficient for recording."
(xx)Section 37.13 of the Lease is hereby deleted in
its entirety.
(xxi) Article 39 of the Lease is hereby deleted in
its entirety and the following is hereby inserted in lieu thereof:
"ARTICLE 39
RENEWAL TERMS
Section 39.1. Tenant shall have the option (each, a
"Renewal Option") to extend the term of this Lease for two (2)
additional periods of five (5) years each (each, a "Renewal
Term"), the first of which Renewal Terms shall commence on the
date immediately succeeding the Fixed Expiration Date and end
on the fifth (5th) anniversary of the Fixed Expiration Date,
and the second of which Renewal Terms shall commence on the
day next succeeding the last day of the first Renewal Term and
end on the tenth (10th) anniversary of the Fixed Expiration
Date, provided, in each instance, that (a) this Lease shall
not have been previously terminated, (b) no Event of Default
shall have occurred and be continuing (x) on the date Tenant
gives Landlord written notice (the "Renewal Notice") of
Tenant's election to exercise the applicable Renewal Option,
and (y) on the Fixed Expiration Date or the expiration of the
first Renewal Term, as the case may be (provided, however,
that with respect to any Event of
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Default which may occur without Landlord being required to
deliver to Tenant a notice of default (other than an Event of
Default under Section 16.1 (E) of this Lease) then, solely for
the purposes of this Section 39.1, no such Event of Default
shall be deemed to have occurred unless Landlord shall have
delivered to Tenant a notice thereof and Tenant shall have
failed or refused to cure the same within seven (7) Business
Days after delivery of such notice), and (c) Tenant and its
Affiliates shall occupy at least eighty percent (80%) of (x)
the Premises and any premises leased pursuant to Article 40
hereof (if Tenant shall be renewing the entire Premises) or
(y) the Twelfth Floor Premises and the Thirteenth Floor
Premises (collectively, the "Executive Premises") if Tenant
shall be renewing the Executive Premises only, in either event
on the date the Renewal Notice is given and on the first (lst)
day of the applicable Renewal Term. Each such Renewal Option
may be exercised with respect to either (i) the entire
Premises only or (ii) the entire Executive Premises only and,
in either event, shall be exercisable by Tenant delivering the
Renewal Notice to Landlord at least fifteen (15) months prior
to the Fixed Expiration Date or the last day of the first
Renewal Term, as the case may be. Time is of the essence with
respect to the giving of each Renewal Notice. Upon the giving
of the Renewal Notice with respect to the second Renewal Term,
Tenant shall have no further right or option to extend or
renew the Term.
Section 39.2. If Tenant exercises a Renewal Option,
the applicable Renewal Term shall be upon the same terms,
covenants and conditions as those contained in this Lease,
except that (i) the Fixed Rent shall be deemed to mean the
Fixed Rent as determined pursuant to Section 39.3 hereof, (ii)
Tenant shall not be entitled to any Original Premises Tenant
Fund, Additional Premises Tenant Fund or Initial Additional
Premises Tenant Fund, (iii) the provisions of Section 39.1 of
this Article relative to Tenant's right to renew the Term of
this Lease shall not be applicable during the second Renewal
Term and (iv) if the Renewal Premises shall consist solely of
the Executive Premises, the Space Factor shall be deemed to be
thirty-nine Thousand Nine Hundred Seventy-Two (39,972),
Tenant's Share shall be deemed to be seven and sixty-four one
hundredths percent (7.64%), and Tenant, its sole expense,
prior to the commencement of the applicable Renewal Term,
shall physically separate the Executive Premises from the
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balance of the Premises, and shall deliver the balance of the
Premises to Landlord in the condition required as if such date
were the Fixed Expiration Date in respect of the entire
Premises.
Section 39.3. For each Renewal Term the Fixed Rent
shall be determined as follows:
(A) The Fixed Rent for the Premises being renewed
(the "Renewal Premises") for the applicable Renewal Term shall
be an amount equal to the greater of (a) the annual fair
market rental value of the Renewal Premises (the "Fair Market
Rent") on the first day of the applicable Renewal Term
multiplied by ninety-five percent (95)%, and (b) the Fixed
Rent payable by Tenant in respect of the Renewal Premises
(determined, in respect of a renewal of Executive Premises
only, on a per square foot basis) on the Fixed Expiration Date
or the last day of the first Renewal Term, as the case may be
(the greater value of (a) and (b) being hereinafter referred
to as the "Rental Value"). The Fair Market Rent shall be
determined assuming that the Renewal Premises are free and
clear of all leases and tenancies (including this Lease), that
the Renewal Premises are available in the then rental market
for comparable first class office buildings in midtown
Manhattan, that Landlord has had a reasonable time to locate a
tenant who rents with the knowledge of the uses to which the
Renewal Premises can be adapted, and that neither Landlord nor
the prospective tenant is under any compulsion to rent, and
taking into account all other relevant factors (including,
without limitation, the fact that the Base Taxes and the Base
Operating Expenses provided in this Amendment shall not change
for the purpose of calculating the Escalation Rent payable
pursuant to Article 27 of the Lease, which payments shall
continue to be made during the applicable Renewal Term).
(B) For purposes of determining the Fair Market Rent,
the following procedure shall apply:
(1) Landlord and Tenant shall each contemporaneously
deliver to the other, at Landlord's office, a written notice
(each a "Rent Notice"), on a date mutually agreed upon, but in
no event later than one hundred twenty (120) days prior to the
Fixed Expiration Date or the last day of the first Renewal
Term, as the case may be, and if no date is mutually agreed
upon, then on the
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one hundred twentieth (120th) day prior to the Fixed
Expiration Date or the last day of the first Renewal Term, as
the case may be (or the next succeeding Business Day, if such
one hundred twentieth (120th) day is not a Business Day),
which Rent Notice shall set forth each of their respective
determinations of the Rental Value (Landlord's determination
of the Rental Value is referred to as "Landlord's
Determination" and Tenant's determination of the Rental Value
is referred to as "Tenant's Determination"). If Landlord shall
fail or refuse to give such Rent Notice as aforesaid,
Landlord's Determination shall be deemed to be equal to the
Fixed Rent then payable by Tenant in respect of the Renewal
Premises on the Fixed Expiration Date or the last day of the
first Renewal Term, as the case may be, and if Tenant shall
fail or refuse to give such Rent Notice as aforesaid, Tenant's
Determination shall be deemed to be the same as Landlord's
Determination. If neither Landlord nor Tenant shall deliver a
Rent Notice as aforesaid, the Rental Value shall be deemed to
be equal to the Fixed Rent then payable by Tenant in respect
of the Renewal Premises on the Fixed Expiration Date or the
last day of the first Renewal Term, as the case may be.
(2) If Landlord's Determination and Tenant's
Determination are not equal and Tenant's Determination is
lower than Landlord's Determination, and either Determination
exceeds an amount equal to the Fixed Rent then payable by
Tenant in respect of the Renewal Premises on the Fixed
Expiration Date or the last day of the first Renewal Term, as
the case may be, Landlord and Tenant shall attempt to agree
upon the Fair Market Rent. If Tenant's Determination is higher
than Landlord's Determination, the Fixed Rent for the
applicable Renewal Term shall be equal to Tenant's
Determination. If Landlord and Tenant shall mutually agree
upon the determination (the "Mutual Determination") of the
Rental Value their determination shall be the Fixed Rent for
the applicable Renewal Term, and shall be final and binding
upon the parties. If Landlord and Tenant shall be unable to
reach a Mutual Determination within ten (10) days after
delivery of both Determinations to each party, Landlord and
Tenant shall jointly select an independent real estate
appraiser (the "Appraiser") whose fee shall be borne equally
by Landlord and Tenant. In the event that Landlord and Tenant
shall be unable to jointly agree on the designation of the
Appraiser within five (5) days after they are requested to do
so by
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either party, then the parties agree to allow the American
Arbitration Association, or any successor organization to
designate the Appraiser in accordance with the rules,
regulations and/or procedures then obtaining of the American
Arbitration Association or any successor organization.
(3) The Appraiser shall conduct such hearings and
investigations as he may deem appropriate and shall, within
thirty (30) days after the date of designation of the
Appraiser, choose either Landlord's or Tenant's Determination,
and such choice by the Appraiser shall be conclusive and
binding upon Landlord and Tenant. Each party shall pay its own
counsel fees and expenses, if any, in connection with any
arbitration under this Article. The Appraiser appointed
pursuant to this Article shall be an independent real estate
appraiser with at least ten (10) years' experience in leasing
and valuation of properties which are similar in character to
the Building, and a member of the American Institute of
Appraisers of the National Association of Real Estate Boards
and a member of the Society of Real Estate Appraisers. The
Appraiser shall not have the power to add to, modify or change
any of the provisions of this Lease.
(4) It is expressly understood that any determination
of the Rental Value pursuant to this Article shall be based on
the criteria stated in Section 39.3(A) hereof.
(C) After a determination has been made of the Rental
Value for a Renewal Term, the parties shall execute and
deliver to each other an instrument setting forth the Fixed
Rent for such Renewal Term as hereinabove determined.
(D) If the final determination of the Rental Value
shall not be made on or before the first day of the applicable
Renewal Term in accordance with the provisions of this
Article, pending such final determination Tenant shall
continue to pay, as the Fixed Rent for such Renewal Term, an
amount equal to Landlord's Determination. If, based upon the
final determination hereunder of the Rental Value, the
payments made by Tenant on account of the Fixed Rent for such
portion of the Renewal Term were greater than the Fixed Rent
payable for such Renewal Term, Landlord shall refund to Tenant
the amount of such
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excess within thirty (30) days after such final determination,
with interest on such amount, for the period from the dates
such overpayments were made by Tenant to the date repaid by
Landlord, at the Base Rate. Notwithstanding the foregoing, if
such overpayment is not repaid by Landlord within such thirty
(30) day period, Landlord shall pay interest on the amount of
the overpayment by Tenant, for the period after the expiration
of such thirty (30) day period to the date such overpayment is
repaid by Landlord, at the Applicable Rate.
(E) In no event shall the Rental Value applicable to
any Renewal Term be less than as provided in Section
39.3(A)(b) hereof."
(xxii) Any Supplemental HVAC unit which Tenant, subject to
and in accordance with the provisions of the Lease, shall install in the Office
Premises may be vented out of the windows of the Premises (other than any
windows of the Premises which face Broadway), subject to Landlord's prior
written approval, which approval shall not be unreasonably withheld or delayed,
as to the location and appearance of such vents, and as to the type of vents and
louvers used.
(xxiii) All references in the Lease to the Eight Year Space,
Ten Year Space and Twelve Year Space are hereby deleted in their entirety.
(xxiv) All Fixed Rents referred to on Exhibit "C" of the
Lease are hereby deleted in their entirety.
(xxv) In Section 40.1(A) of the Lease, the 4th, 5th and 6th
lines thereof are hereby deleted and the following is hereby inserted in lieu
thereof:
"thousand (10,000) rentable square feet or more which
is located on the third (3rd), fourth (4th), fifth (5th) or
tenth (10th) floors of the Building (a "Floor")."
(xxvi) In Section 40.1(B) of the Lease, the portion of such
Section commencing with the 13th line of such Section and ending at the end of
such Section is
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hereby deleted, and the following is hereby inserted in lieu thereof: "further
provide for an expiration of the term of such Additional Lease being the Fixed
Expiration Date (subject to the provisions of Article 39 of the Lease) and for
increases in Fixed Rent in the same percentages, and on the same dates, as the
increases in Fixed Rent provided for in Paragraph 3 of this Amendment in respect
of the Original Premises."
(xxvii) The following is hereby inserted at the end of
Section 40.2 of the Lease:
"(including, without limitation, (x) the fact that
the Base Taxes and the Base Operating Expenses provided in
this Amendment shall not change for the purpose of calculating
the Escalation Rent payable pursuant to Article 27 of the
Lease, which payments shall continue to be made during the
term of the Additional Lease), and (y) the increases in Fixed
Rent contemplated by Section 40.l(B) of this Lease. In
addition, notwithstanding anything to the contrary contained
in this Article 40, in no event shall the Fixed Rent for the
term of the applicable Additional Lease be less than the
product of (i) the quotient of (x) the Fixed Rent for the
Office Premises on the day immediately preceding the
commencement of the term of the applicable Additional Lease
and (y) the Space Factor of such Office Premises, and (ii) the
rentable area of the space demised under such Additional
Lease."
(xxviii) In Section 40.5 of the Lease (a) the phrase "or
sixteenth (16th)" appearing in clause (A) thereof is hereby deleted and the
phrase "or third (3rd)" is hereby inserted in lieu thereof, and (b)
notwithstanding anything to the contrary contained in the Lease or this
Amendment, in no event shall Landlord be obligated to notify Tenant of any
Additional Space, nor shall Tenant have any right to lease any Additional Space,
if at the time of the Additional Space Commencement Date less than five (5)
years would remain on the term of this Lease (provided, however, that if Tenant
shall be entitled, at the time Tenant elects to exercise its right to lease the
Additional Space, to exercise a Renewal
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Option and does so exercise such option at the time or prior to the exercise of
the right to lease the Additional Space, and as a result thereof the remaining
term of the Lease is in excess of five (5) years, then the period of such
Renewal Term actually exercised shall be included in determining the remaining
balance of the term of the Lease).
(xxix) The following is hereby inserted as a new Article 42
of the Lease:
ARTICLE 42
OPTION SPACE
Section 42.1. Provided that the conditions set forth
in Section 42.2 hereof are satisfied, Tenant shall have the
option (the "Option") to lease (i) the entire tenth floor
(10th) of the Building as shown by cross-hatching on Exhibit
"D-1" attached hereto and made a part hereof (the "First
Option Space") on January 1, 2001 (such date or such earlier
date upon which the term shall commence with respect to such
Space pursuant to the provisions hereof, being referred to as
the "First Option Space Commencement Date"); and/or (ii) the
entire eighteenth (18th) floor of the Building as shown by
cross-hatching on Exhibit "D-2" attached hereto and made a
part hereof (the "Second Option Space") on March 1, 1998 (such
date or such earlier date upon which the term shall commence
with respect to such Space pursuant to the provisions hereof,
being referred to as the "Second Option Space Commencement
Date"); and/or (iii) the entire nineteenth (19th) floor of the
building as shown by cross-hatching on Exhibit "D-3" attached
hereto and made apart hereof (the "Third Option Space") on
March 1, 1998 (such date or such earlier date upon which the
term shall commence with respect to such Space pursuant to the
provisions hereof, being referred to as the "Third Option
Space Commencement Date"); (each of the option spaces referred
to in subparagraphs (i) through (iii) above are individually
and collectively referred to as the "Option Space") for a term
commencing on the First Option Space Commencement Date, the
Second Option Space Commencement Date and/or the Third Option
Space Commencement Date, as the case may be (such date with
respect to each of the First Option Space, the Second
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Option Space and the Third Option Space being referred to as
an "Option Space Commencement Date") and expiring, in each
case, on the Fixed Expiration Date (subject to the provisions
of Article 39 of the Lease). Notwithstanding the foregoing,
Tenant shall have no right to lease the Second Option Space,
if Tenant has exercised its option to lease, and Landlord has
delivered, the 18th Floor Premises pursuant to Section 6(E) of
the First Amendment, nor shall Tenant have the right to lease
the Third Option Space if Tenant has exercised its option to
lease, and Landlord has delivered, the 19th Floor Premises
pursuant to Section 6(E) of the First Amendment. In addition,
if Tenant shall elect to lease the First Option Space on or
about the First Option Space Commencement Date, such space
shall be leased pursuant to this Article 42 (and not pursuant
to Article 40), it being agreed that Tenant may only exercise
its option to lease the 10th floor of the Building pursuant to
Article 40 if Tenant does not exercise its right to lease such
space under this Article 42, another Person leases such space,
such space thereafter becomes vacant and Tenant otherwise has
the right to lease the same pursuant to Article 40 hereof.
Tenant may elect to lease the applicable Option Space by
giving Landlord notice of such election, (the "Option Notice")
at least twelve (12) months prior to the applicable Option
Space Commencement Date. Notwithstanding the foregoing, if the
Lease(s) for the applicable Option Space shall terminate prior
to the expiration date(s) of the lease(s), Landlord promptly
shall give notice (the "Early Option Notice") to Tenant of
such fact, identifying the Option Space and the date of the
Option Space Commencement Date. If Landlord shall give the
Early Option Notice as aforesaid, and if Tenant shall fail to
give the Option Notice within forty-five (45) days after
delivery of the Early Option Notice or shall elect not to
lease the applicable Option Space, Tenant shall have no
further right to lease such Option Space. If Tenant shall fail
to deliver the applicable Option Notice by the date set forth
herein or shall elect not to lease such Option Space, Tenant
shall have no further right to lease such Option Space and
Tenant's Option under this Article 42 with respect to such
Option Space shall be deemed to be waived and of no further
force and effect with respect to the applicable Option Space.
Tenant shall only have the right it to lease the First Option
Space, the Second Option Space and/or the Third Option Space
in whole (but not in part) pursuant to this Article 42. Except
as expressly provided in Section
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42.5 hereof, Tenant shall not have the right to revoke an
Option Notice delivered pursuant to this Article 42.
Section 42.2. It shall be a condition to Tenant's
right to exercise each Option that (i) MONY is Tenant on the
date the applicable Option Notice shall be given and on the
applicable Option Space Commencement Date (each such date with
respect to each Option being hereinafter referred to as the
"Relevant Date"); (ii) Tenant shall occupy not less than
118,500 square feet of Office Space in the Building on each
Relevant Date; (iii) Tenant shall occupy at least eighty
percent (80%) of the Premises as its executive offices for the
conduct of its business on the Relevant Date; (iv) Tenant
intends to occupy the Option Space for the conduct of its
business; and (v) no Event of Default shall have occurred and
be continuing on the Relevant Date (provided, however, that
with respect to any Event of Default which may occur without
Landlord being required to deliver to Tenant a notice of
default (other than an Event of Default under Section 16.1(E)
of the Lease) then, solely for purposes of this Section 42.2,
no such Event of Default shall be deemed to have occurred
unless Landlord shall have delivered to Tenant on notice
thereof and Tenant shall have failed or refused to cure the
same within seven (7) Business Days after delivery of such
notice).
Section 42.3. (A) If Tenant delivers the Option
Notice as aforesaid, with respect to the First Option Space,
then on the Option Space Commencement Date with respect to
such Option Space (i) the First Option Space shall be added to
and be deemed a part of the Premises upon all of the terms and
conditions of this Lease, except as specifically set forth in
this Article 42; (ii) the First Option Space shall be
delivered in its then "as is" condition, and Landlord shall
not be obligated to perform any work or make any installations
with respect thereto nor shall Tenant be entitled to any
Original Premises Tenant Fund, Additional Premises Tenant Fund
or Initial Additional Premises Tenant Fund; (iii) the Space
Factor and Tenant's Share shall each be increased by the Space
Factor and Tenant's Share respectively, with respect to such
Option Space as set forth on Exhibit "D-4" attached hereto;
(iv) the Fixed Rent shall be annually increased by the amount
determined pursuant to the provisions of Section 42.4 hereof;
(v) the Base Operating Expenses with respect to the First
Option Space shall be the Operating Expenses for the
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calendar year in which the applicable Option Space
Commencement Date shall occur; and (vi) the Base Taxes with
respect to the First Option Space shall be the Taxes for the
Tax Year in which the applicable Option Space Commencement
Date shall occur.
(B) If Tenant delivers the Option Notice as aforesaid
with respect to the Second Option Space, then on the Option
Space Commencement Date with respect to such Option Space (i)
the Second Option Space shall be added to and be deemed a part
of the Premises upon all of the terms and conditions of this
Lease. except as specifically set forth in this Article 42;
(ii) the Second Option Space shall be delivered in its then
"as is" condition, and Landlord shall not be obligated to
perform any work or make any installations with respect
thereto, nor shall Tenant be entitled to any Original Premises
Tenant Fund, Additional Premises Tenant Fund or Initial
Additional Premises Tenant Fund; (iii) the Space Factor and
Tenant's Share shall each be increased by the Space Factor and
Tenant's Share respectively, with respect to such Option Space
as set forth on Exhibit "D-4" attached hereto; and (iv) the
Fixed Rent shall be increased annually by the applicable
amount determined pursuant to the provisions of Section 42.4
hereof; (v) the Base Operating Expenses with respect to the
Second Option Space shall be the Operating Expenses for the
calendar year in which the applicable Option Space
Commencement Date shall occur; and (vi) the Base Taxes with
respect to the Second Option space shall be the Taxes for the
Tax Year in which the applicable Option Space Commencement
Date shall occur.
(C) If Tenant delivers the Option Notice as aforesaid
with respect to the Third Option Space, then on the Option
Space Commencement Date with respect to such Option Space (i)
the Third Option Space shall be added to and be deemed a part
of the Premises upon all of the terms and conditions of this
Lease, except as specifically set forth in this Article 42;
(ii) the Third Option Space shall be delivered in its then "as
is" condition, and Landlord shall not be obligated to perform
any work or make any installations, nor shall Tenant be
entitled to any Original Premises Tenant Fund, Additional
Premises Tenant Fund or Initial Additional Premises Tenant
Fund; (iii) the Space Factor and Tenant's Share shall each be
increased by the Space Factor and Tenant's Share respectively,
with respect to such Option Space as set forth
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on Exhibit "D-4" attached hereto; and (iv) the Fixed Rent
shall be increased annually by the amount determined pursuant
to the provisions of Section 42.4 hereof; (v) the Base
Operating Expenses with respect to the First Option Space
shall be the Operating Expenses for the calendar year in which
the applicable Option Space Commencement Date shall occur; and
(vi) the Base Taxes with respect to the First Option Space
shall be the Taxes for the Tax Year in which the applicable
Option Space Commencement Date shall occur.
Section 42.4. (A) Effective as of the applicable
Option Space Commencement Date, the Fixed Rent shall be
increased by an amount equal to the greater of (i) the annual
fair market rental value of the applicable Option Space (the
"Option Space Fair Market Rent") on the applicable Option
Space Commencement Date multiplied by ninety-five percent
(95%) and (ii) the Interim Amount (the greater of (i) and (ii)
being the "Option Space Rental Value"). The Option Space Fair
Market Rent shall be determined on the basis of the highest
and best use of the applicable Option Space as offices
assuming that the Option Space is free and clear of all leases
and tenancies (including this Lease), that the applicable
Option Space is available in the then rental market for
comparable first class office buildings in midtown Manhattan,
that Landlord has had a reasonable time to locate a tenant who
rents with the knowledge of the uses to which the applicable
Option Space can be adapted, and that neither Landlord nor the
prospective tenant is under any compulsion to rent, and taking
into account all other relevant factors.
(B) For purposes of determining the Option Space Fair
Market Rent, the following procedure shall apply:
(1) Landlord and Tenant shall each contemporaneously
deliver to the other, at Landlord's office, a written notice
(each, a "Rent Option Notice"), on a date mutually agreed
upon, but in no event later than one hundred (120) days prior
to the applicable Option Space Commencement Date, and if no
date is mutually agreed upon, then on the one hundred
twentieth (120th) day prior to the applicable Option Space
Commencement Date (or the next succeeding Business Day, if
such one hundred twentieth (120th) day is not a Business Day),
which Rent Option Notice shall set forth each of their
respective
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determinations of the Option Space Fair Market Rent, which
determinations may include increases in the Fixed Rent with
respect to the applicable Option Space over time (Landlord's
determination of the Option Space Fair Market Rent is referred
to as "Landlord's Option Determination" and Tenant's
determination of the Option Space Fair Market Rent is referred
to as "Tenant's Option Determination"). If Landlord shall fail
or refuse to give such Rent Option Notice as aforesaid,
Landlord's Option Determination shall be deemed to be equal to
the product of (i) the quotient of the sum of the Fixed Rent
and Escalation Rent for the Office Premises on the day
immediately preceding the applicable Option Space Commencement
Date and the then Space Factor (exclusive of the Space Factor
attributable to the Option Space), and (ii) the Space Factor
with respect to only the applicable Option Space (the "Interim
Amount"). If Tenant shall fail or refuse to give such Rent
Option Notice as aforesaid, Tenant's Option Determination
shall be deemed to be equal to the Interim Amount. If neither
Landlord nor Tenant shall deliver a Rent Option Notice as
aforesaid, the Option Space Fair Market Rent shall be deemed
to be equal to the Interim Amount.
(2) If Landlord's Option Determination and Tenant's
Option Determination are not equal and Tenant's Option
Determination is lower than Landlord's Option Determination,
Landlord and Tenant shall attempt to agree upon the Option
Space Fair Market Rent. If Tenant's Option Determination is
higher than Landlord's Option Determination, the increase in
Fixed Rent that becomes effective on the applicable Option
Space Commencement Date shall be equal to the average of (x)
Tenant's Option Determination and (y) Landlord's Option
Determination. If Landlord and Tenant shall mutually agree
upon the determination (the "Mutual Option Determination") of
the Option Space Fair Market Rent, their determination shall
be final and binding upon the parties. If Landlord and Tenant
shall be unable to reach a Mutual Option Determination within
thirty (30) days after delivery of both Determinations to each
party, Landlord and Tenant shall jointly select an independent
real estate broker, consultant or appraiser (the "Option
Appraiser") whose fee shall be borne equally by Landlord and
Tenant. In the event that Landlord and Tenant shall be unable
to jointly agree on the destination of the Option Appraiser
within five (5) days
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after they are requested to do so by either party, then the
parties agree to allow the American Arbitration Association,
or any successor organization, to designate the Option
Appraiser in accordance with the rules, regulations and/or
procedures then obtaining of the American Arbitration
Association or any successor organization.
(3) The Option Appraiser shall conduct such hearings
and investigations as he may deem appropriate and shall,
within thirty (30) days after the date of designation of the
Option Appraiser, choose either Landlord's or Tenant's Option
Determination, and such choice by the Option Appraiser shall
be conclusive and binding upon Landlord and Tenant. Each party
shall pay its own counsel fees and expenses, if any, in
connection with any arbitration under this Article. The Option
Appraiser appointed pursuant to this Article shall be an
independent real estate appraiser with at least ten (10)
years' experience in leasing or valuation of properties in
Manhattan which are similar in character to the Building, and
a member of the American Institute of Appraisers of the
National Association of Real Estate Boards and a member of the
Society of Real Estate Appraisers. The Option Appraiser shall
not have the power to add to, modify or change any of the
provisions of this Lease.
(4) It is expressly understood that any determination
of the Option Space Fair Market Rent pursuant to this Article
shall be based on the criteria stated in Section 42.4(A)
hereof.
(C) After a determination has been made of the Option
Space Fair Market Rent for the applicable Option Space, the
parties shall execute and deliver to each other an instrument
setting forth the Fixed Rent with respect to the applicable
Option Space effective as of the applicable Option Space
Commencement Date as hereinabove determined.
(D) If the final determination of the Option Space
Fair Market Rent shall not be made on or before the applicable
Option Space Commencement Date in accordance with the
provisions of this Article, pending such final determination
Tenant shall pay, as the increase in Fixed Rent which becomes
effective on the applicable Option Space Commencement Date, an
amount equal to the Interim Amount. If, based upon the final
determination
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hereunder of the Option Space Fair Market Rent, the payments
made by Tenant on account of such increase in Fixed Rent were
less than the increase in such Fixed Rent payable as of the
applicable Option Space Commencement Date, Tenant shall pay
the amount of such excess to Landlord within ten (10) days
after such final determination.
(E) In no event shall the Option Space Rental Value
applicable to any Option Space be less than as provided in
Section 42.4(A)(ii) hereof.
Section 42.5 If Landlord is unable to deliver
possession of the applicable Option Space on the applicable
Option Space Commencement Date because of the holding over or
retention of possession of any tenant, undertenant or
occupants in such Option Space, then except as expressly
provided in this Section 42.5, (i) Landlord shall not be
subject to any liability or failure to give possession on said
date or dates, (ii) the validity of this Lease shall not be
impaired under such circumstances, nor shall the same be
construed to extend the term of this Lease with respect to
such Option Space or otherwise, (iii) Tenant waives any right
to rescind this Lease under Section 223-a of the New York Real
Property Law or any successor statute of similar nature and
purpose then in force, and (provided Landlord fulfills its
obligation under the following clause (v) hereof) further
waives the right to recover any damages which may result from
Landlord's failure to deliver possession of the applicable
Option Space or portion thereof to Tenant on the applicable
Option Space Commencement Date and agrees that the provisions
of this Section 41.5 shall constitute an "express provision to
the contrary" within the meaning of Section 223-a of the New
York Real Property Law, (iv) provided Tenant is not
responsible for such inability to deliver possession, the
Fixed Rent, Escalation Rent and all other items of additional
rent payable with respect to such Option Space shall be abated
and the applicable Option Space Commencement Date shall be
postponed until ten (10) Business Days after Landlord shall
give Tenant notice that such Option Space or applicable
portion thereof is vacant and available for Tenant's
occupancy, (v) Landlord, at Landlord's expense, shall use its
reasonable efforts to deliver possession of such Option Space
or applicable portion thereof to Tenant and in connection
therewith, if necessary, shall promptly institute and
diligently and in good faith prosecute holdover and any other
appropriate
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proceedings against the occupant of such Option Space or
applicable portion thereof, and (vi) if Landlord shall fail to
deliver exclusive possession of such Option Space within one
hundred eighty (180) days after the applicable Option Space
Commencement Date, then Tenant, as its sole remedy, by not
later than fifteen (15) days after the expiration of such one
hundred eighty (180) day period, may revoke its Option Notice.
(xxx) Without limiting the provisions of Section 2.l(B)(1) of
the Lease, Landlord agrees that Landlord shall not unreasonably withhold or
delay its consent to Tenant's request to cause Tenant's supplemental HVAC units
to be located on Building setbacks which do not adjoin the Premises (the "Other
Setback Areas"), provided, however, that (x) the same shall not violate any
right granted to the tenant adjacent to such Other Setback Area at such time,
(y) the same shall be subject to all the provisions of the Lease regarding
supplemental HVAC units located or to be located on Setback Areas and the
further condition that such supplemental HVAC units must be located in such
position and in such manner as to minimize the effect of such units on other
tenants of the Building (including such other tenants' views and use and
occupancy of its premises), and with the understanding that Tenant shall not
have exclusive use of such Other Setback Areas, and (z) Landlord may, at any
time, in its sole discretion, notify Tenant that Tenant must remove any
supplemental HVAC unit from such Other Setback Area, and all appurtenant
equipment in connection therewith, at Tenant's expense, within thirty (30) days
after such notice from Landlord.
(xxxi) In Section 3.1 (C) of the Lease, the 17th, 18th and
19th lines are hereby deleted and the following is hereby inserted in lieu
thereof: "on the date hereof), and, at". In addition, Landlord and Tenant agree
that Alterations are not included within the definition of Tenant's Property.
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(xxxii) The last sentence of Item 14 of the Rules and
Regulations attached to the Lease is hereby deleted in its entirety.
(xxxiii) Annexed hereto and made a part hereof as Exhibit "G"
is the list of contractors approved by Landlord for the performance of the
Original Premises Alterations, the Additional Premises Initial Alterations and
the Initial Additional Premises Initial Alterations. Tenant may add to such list
contractors who are comparable in terms of size, quality and reputation to the
contractors contained on such list.
(xxxiv) The following changes are hereby incorporated into
Schedule "A-2" of the Lease:
(a) The first line of Paragraph 6 on Page 2 of
Schedule "A-2" of the Lease is hereby deleted and the
following is hereby inserted in lieu thereof': "A complete set
of "As-Built" drawings (or construction drawings marked to
show actual conditions) and signed off".
(b) The first two (2) sentences of Paragraph 2 on
Page 5 of Schedule "A-2" of the Lease are hereby deleted.
(c) Paragraph 7 on Page 5 of Schedule "A-2" of the
Lease is hereby deleted, and the following is hereby inserted
in lieu thereof: "All telephone outlets and wiring to be
installed in accordance with Requirements."
(d) Paragraph 1 under the Section entitled
"Telephones" on Page 6 of Schedule "A-2" of the Lease is
hereby deleted in its entirety.
(e) Paragraph 3 under the Section entitled
"HVAC-Ducts" on Page 9 of Schedule "A-2" of the Lease is
hereby deleted and the following is hereby inserted in lieu
thereof: "All electrical wiring and control wiring to be
installed in accordance with Requirements."
(f) The following is hereby inserted at the end of
each of Pages 12 and 16 of Schedule "A-2" of the Lease:
"Landlord agrees that the foregoing Section sets forth minimum
standards for Tenant installation of the items set
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forth in this Section, and that Tenant may make installations
which are of higher quality. Notwithstanding the foregoing,
Tenant acknowledges that the items specified in this Section
are the Building standard, and the cost of any replacement or
repair by Landlord of any items which are the subject of this
Section and which are not listed above shall be at Tenant's
expense, which expense may be greater than the expense which
Tenant would have incurred had Tenant installed Building
standard items.
(g) All references in Schedule "A-2" of the Lease to
window treatments are hereby deleted.
(xxxv) Landlord represents and warrants to Tenant that as
of the date hereof, no Superior Leases or Mortgages affect the Real Property.
(xxxvi) Clauses (ii) and (iii) of Section 40.5(B)(1) of the
Lease, clause (iv) of Section 40.5(B)(2) of the Lease, and Section 40.5(C) of
the Lease are each hereby deleted.
(xxxvii) Tenant acknowledges and agrees that Tenant's rights
and options contained in the Lease or this Amendment to lease any space other
than the Original Premises (including, without limitation, Tenant's rights and
options to lease the Additional Premises), the Initial Additional Premises, the
Additional Space and the Option Space) shall, in each instance, be subject to
any rights and options granted to Xxxxxxx Xxxxxxx XxXxxxx, Inc. (in respect of
the 2nd, 6th and 7th floors of the Building), Xxxxx, Xxxx Xxxxxx BDDP, Inc. (in
respect of the entire Building), and Xxxxxxxx, Kovner & Xxxxx (in respect of the
14th through 24th floors of the Building), in each event prior to the date of
this Amendment.
(xxxviii) Notwithstanding anything to the contrary contained
in the Lease or this Amendment, if Landlord shall implement an economic
incentive package for the benefit of a tenant or other occupant of the Building
(including, without limitation,
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Tenant) and, as a result thereof, Taxes shall be reduced or abated, in whole or
in part, with respect to all or any portion of the Building, then for purposes
of calculating the Tax Payment payable hereunder and under the Agreement of
Lease, dated as of December 17, 1990, between Landlord, as master landlord, and
Tenant, as master tenant, for space on the 18th and 19th floors of the Building,
for any space leased by Tenant (other than any space leased by Tenant which is
subject to payments in lieu of taxes), Taxes shall be the Taxes which would have
been payable without regard to such reduction or abatement.
(xxxix) Landlord shall consent to a sublease (the "XXX
Sublease") of all but not less than all of Tenant's interest in the Premises to
the New York City Industrial Development Agency (the "XXX") and a sub-sublease
(the "XXX Sub-sublease") by the XXX to Term, provided that (i) the XXX Sublease
is entered into simultaneously with the entering into of the XXX Sub-sublease,
(ii) the XXX Sublease and the XXX Sub-sublease (collectively, the "XXX Sublease
Documentation") are entered into for the sole purpose of implementing a sales
tax economic incentive package for Tenant, (iii) the XXX Sublease Documentation
shall grant no right of occupancy to an Person other than Tenant, (iv) the XXX
Sublease Documentation shall not release Tenant from any liability or Tenant
under the Lease, (v) the XXX Sublease Documentation shall not impose any
obligation or liability on Landlord, but shall not relieve Landlord from
Landlord's obligations under the Lease, (vi) Tenant shall comply with, and the
XXX Sublease Documentation shall be in compliance with and subject to, the
provisions of Section 12.6(A)(1) of the Lease (other than Sections 12.6(A)(1)(c)
and 12.6(A)(1)(i) thereof) and (vii) Tenant shall indemnify, defend and save and
hold Landlord harmless of and from any and all losses, costs, demands,
liabilities and expenses (including, without
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50
limitation, reasonable attorneys' fees and disbursements) which Landlord may
incur arising out of or in connection with the XXX Sublease Documentation;
provided however that Tenant's indemnity obligation shall not be deemed to
relieve Landlord of Landlord's obligations or liability under the Lease or limit
Landlord's rights or remedies under the Lease.
8. (A). Tenant has informed Landlord that certain reductions in the
cost of electricity to Tenant with respect to the Premises (the "BIR
Reductions") have been offered to Tenant by Consolidated Edison Company of New
York ("Consolidated Edison"). Landlord shall, at Tenant's sole cost and expense,
make the necessary filings, including execution of an agreement with
Consolidated Edison to provide to Tenant the entire economic benefit of the BIR
Reductions, reasonably required by the Tenant and Consolidated Edison to obtain
the BIR Reductions. Landlord and Tenant shall use their diligent good faith
efforts to agree upon the terms and manner in which to make available to Tenant
the BIR Reductions specifically identified by Consolidated Edison as for the
benefit of the Tenant, and shall negotiate in good faith documentation necessary
to effectuate the same (collectively, the "BIR Documentation"). Upon agreement
by the parties to the terms of the BIR Documentation, Landlord and Tenant shall
execute and deliver the BIR Documentation, provided the BIR Documentation is
commercially reasonable, is consistent with the provisions of this Article 8, is
otherwise consistent with documentation entered into in similar transactions
with Consolidated Edison, and imposes no material additional cost (unless the
same is paid by Tenant), obligation, risk or liability upon Landlord other than
the risk identified in Paragraph 8(B) which Tenant is agreeing to recompense
Landlord for subject to and in accordance with the provisions of
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51
said Paragraph 8(B)). Tenant agrees to pay the reasonable expenses incurred by
Landlord in connection with the transactions contemplated by this Article 8,
other than those expenses which Landlord would have incurred without regard to
the application of this Article 8.
B. If any tenant or occupant of the Building shall claim that
it is entitled to a reduction in any electricity payment or operating expense
escalation payment which such tenant or occupant would otherwise be obligated to
pay but for any action taken to implement the BIR Reductions, or but for the
implementation of the BIR Reductions (including, without limitation, the fact
that Landlord's electric rate for all or a portion of the Building may be
reduced and, accordingly, the fact that Operating Expenses may be reduced) then
Tenant shall pay to Landlord, as additional rent, the amount of such reduction.
Tenant shall be obligated to pay the same to Landlord regardless of whether such
other tenant or occupant of the Building shall have agreed with Landlord that a
pass through by Landlord to Tenant of a reduction in electricity costs at the
Building will not reduce electricity payments or escalation payments payable by
such tenant or occupant under its lease. Tenant agrees that (i) Landlord shall
have no obligation to challenge or commence or prosecute any action or
proceeding against any tenant or occupant of the Building who shall claim a
reduction in its electricity payment or operating expense payment, as aforesaid,
and (ii) Tenant shall not assert a claim against Landlord or any such tenant or
occupant, directly or indirectly (including, without limitation, any claim by
way of subrogation), as a result of any claim by such tenant or occupant for
reduction, as aforesaid, or any payment made by Tenant pursuant to this Article
8. Notwithstanding the provisions of this Section 8(B), if and to the extent
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52
pursuant to the BIR Documentation Landlord shall have been reimbursed for the
amount of such reductions, Landlord agrees that it shall not look to Tenant for
such reimbursement. Tenant's reimbursement obligations under this Article 8
shall survive the expiration or sooner termination of the Lease. Landlord and
Tenant each acknowledges that the BIR Reductions are to be entirely for the
benefit of Tenant, and are not for the benefit of Landlord or any other party.
C. Notwithstanding anything to the contrary contained in this
Lease, if Landlord shall implement an economic incentive package for the benefit
of a tenant or other occupant of the Building (including, without limitation,
Tenant) and, as a result thereof, Operating Expenses and/or Landlord's rate for
electricity shall be reduced or abated, in whole or in part, with respect to all
or any portion of the Building, then for purposes of calculating the payment
required to be made by Tenant in respect of electricity (x) pursuant to Article
13 of the Lease (with respect to an economic incentive package for the benefit
of tenants other than Tenant and, in respect of an economic incentive package
granted to Tenant, with respect to any portion of the Premises not subject to
BIR Reductions), (y) in respect of Building Electricity Expenses, and (z) in
respect of increases in the Operating Expenses, in each event under the Lease
and under the Agreement of Lease, dated as of December 17, 1990, between
Landlord, as master landlord, and Tenant, as master tenant, for space on the
18th and 19th floors of the Building, Landlord's electric costs and Operating
Expenses shall be the electric costs and Operating Expenses which would have
been payable without regard to such reduction or abatement.
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D. Landlord agrees that it shall use commercially reasonable
good faith efforts to include, in each lease for space in the Building which
Landlord shall enter into after the date hereof, a clause to the effect that if
Landlord shall implement, or shall have implemented, an economic incentive
package for the benefit of a tenant or other occupant of the Building and, as a
result thereof, Landlord's electric costs shall be reduced or abated, in whole
or in part, with respect to all or any portion of the Building, then for
purposes of calculating the electric costs and operating expense escalation
payment payable by such tenant, Landlord's electric costs and Building operating
expenses shall be the electric costs and Building operating payments which would
have been payable without regard to such reduction or abatement. Notwithstanding
the foregoing, Landlord shall not be obligated to include such clause in any
lease (i) after the date Tenant abandons its efforts to receive the BIR
Reductions or (ii) if Tenant shall obtain the BIR Reductions, and thereafter
such BIR Reductions shall terminate, after such termination. In addition, if
Landlord shall fail to obtain such clause in any new lease as hereinabove
provided, then Tenant shall have no obligation to reimburse Landlord, as
required by Section 8(B) above, with respect to any reduction in electric
payments or operating expenses to which the tenant under such lease may be
entitled.
9. Each party represents and warrants to the other that it has not
dealt with any broker or person in connection with this Amendment other than
Xxxxxxx & Xxxxxxxxx, Inc. ("Broker"). The execution and delivery of this
Amendment by each party shall be conclusive evidence that such party has relied
upon the foregoing representation and warranty. Tenant shall indemnify and hold
Landlord harmless from and against any and all claims for commission, fee or
other compensation by any person
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54
or broker (other than Broker) who shall claim to have dealt with Tenant in
connection with this Amendment and for any and all costs incurred by Landlord in
connection with such claims, including, without limitation, reasonable
attorneys' fees and disbursements. Landlord shall indemnify and hold Tenant
harmless from and against any and all claims for commission, fee or other
compensation by any person or broker (including, without limitation, the Broker)
who shall claim to have dealt with Landlord in connection with this Amendment
and for any and all costs incurred by Tenant in connection with such claims,
including, without limitation, reasonable attorneys' fees and disbursements. The
provisions of this paragraph shall survive the Expiration Date.
10. The provisions of Section 37.2 of the Lease are hereby incorporated
by reference in this Amendment, as if set forth in full in this Amendment,
except that all references therein to the Lease shall be deemed to be references
to the Lease as amended by this Amendment.
11. Each party represents and warrants to the other that its execution
and delivery of this Amendment has been duly authorized, that the individual
executing this Amendment on behalf of such party has been duly authorized to do
so, and that no other action or approval is required with respect to this
transaction.
12. The Lease, as amended by this Amendment, constitutes the entire
understanding between the parties hereto with respect to the Premises and may
not be waived, changed, modified or discharged orally but only by an agreement
in writing signed by the party against whom enforcement of any such waiver,
change, modification or discharge is sought.
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13. This Amendment shall not be binding on or enforceable against
either party unless and until both parties shall have executed and delivered a
fully executed counterpart of this Amendment.
14. As modified by this Amendment, 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.
IN WITNESS WHEREOF, Landlord and Tenant have duly executed this
Amendment as of the day and year first above written.
0000 XXXXXXXX ASSOCIATES L.P.
By: Mendik 1740 Corp., a general partner
By: /s/ Xxxxx X. Xxxxxxxxx
------------------------
Name: Xxxxx X. Xxxxxxxxx
------------------
Title: President
-----------------
THE MUTUAL LIFE INSURANCE COMPANY
OF NEW YORK
By: /s/ Xxxx Xxxxx
------------------------
Name: Xxxx Xxxxx
------------------
Title: VP-Comp Services
-----------------
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56
STATE OF NEW YORK )
) ss.:
COUNTY OF NEW YORK )
On the 26th day of April, 1996, before me personally came Xxxx
Xxxxx, to me known, who, being by me duly sworn, did depose and say that he
resides at 00 Xxxxxxxxxxx Xx, Xxxxxx, XX; that he is the Vice President of THE
MUTUAL LIFE INSURANCE COMPANY OF NEW YORK, the corporation described and which
executed the foregoing instrument; and that he signed his name thereto by order
of the board of directors of said corporation.
/s/ Xxxxxxxx X. Xxxxxxxx
------------------------
Notary Public
STATE OF NEW YORK )
) ss.:
COUNTY OF NEW YORK )
On the 26th day of April, 1996, before me personally came
Xxxxx X. Xxxxxxxxx, to me known, who, being by me duly sworn, did depose and say
that he resides at 000 Xxxxxxx Xxx, XX, XX; that he is the President of Mendik
1740 Corp., the corporation which is a general partner of 0000 XXXXXXXX
ASSOCIATES L.P., the limited partnership described in and which executed the
foregoing instrument; and that he signed his name thereto by order of the board
of directors of said corporation and as the act and deed of said partnership.
/s/ Xxxxxxx X. Xxxxxxx
----------------------
Notary Public
57
EXHIBIT "A"
SIXTH FLOOR PREMISES
Diagram of 0xx Xxxxx
00
XXXXXXX "X"
XXXXXXX XXXXX PREMISES
Diagram of 7th Floor
59
EXHIBIT "C"
LANDLORD'S ADDITIONAL PREMISES WORK
1. Landlord shall demolish the Additional Premises to Building standard
condition, and in connection therewith shall remove all accessible
asbestos required by Requirements to be removed from the Additional
Premises. Promptly after delivery by Tenant to Landlord of Tenant's
final plans and specifications for the Additional Premises Initial
Alterations, Landlord shall deliver to Tenant a Form ACP-5 for Tenant's
Additional Premises Initial Alterations (provided, however, that the
delivery of such Form ACP-5 shall not be deemed to be a condition to
the occurrence of the Additional Premises Commencement Date).
2. Landlord shall flash patch the floors in the Additional Premises and
repair holes in the floors of the Additional Premises where necessary,
in each event to Building standard condition.
3. Landlord shall patch holes in the core walls of the Additional Premises
where necessary to Building standard conditions.
4. All convector covers shall fit properly, and Landlord shall replace all
missing louvers.
5. Landlord shall install one Building standard ADA compliant bathroom
stall in each of the mens' and womens' bathrooms on each floor of the
Additional Premises.
6. Landlord shall leave all existing window treatments in the Additional
Premises in place, but shall have no obligation to install any window
treatments in the Additional Premises.
7. Landlord shall bring electricity, in a capacity not less than seven (7)
xxxxx demand load per usable square foot of the Additional Premises, to
the risers at the Additional Premises. Tenant may, at Tenant's expense,
allocate such electricity throughout the Premises as Tenant shall
elect.
8. Landlord shall remove abandoned wiring in floor duct systems,
including, telephone wiring, back to source, and all such ducts shall
be vacuumed. Landlord shall remove all telephone wiring abandoned in
hung ceilings.
60
EXHIBIT "D-1"
FIRST OPTION SPACE
Diagram of 10th Floor
61
EXHIBIT "D-2"
SECOND OPTION SPACE
Diagram of 18th Floor
62
EXHIBIT "D-3"
THIRD OPTION SPACE
Diagram of 19th Floor
63
EXHIBIT "D-4"
TENANT SHARES AND SPACE FACTORS FOR
THE OPTION SPACES
OPTION SPACE TENANT SHARE SPACE FACTOR
------------ ------------ ------------
10 5.643% 29,567
18 3.031% 15,881
19 3.085% 16,165
64
EXHIBIT "E"
INITIAL ADDITIONAL PREMISES
Diagram of 19th Floor
65
EXHIBIT "F"
TENANT'S EXCLUSIVE RISERS
Diagram of 10th Floor and 19th Floor
66
EXHIBIT "G"
APPROVED CONTRACTORS FOR THE ORIGINAL PREMISES ALTERATIONS,
THE ADDITIONAL PREMISES INITIAL ALTERATIONS AND
THE INITIAL ADDITIONAL PREMISES ALTERATIONS
67
APPROVED CONTRACTORS LIST
GENERAL CONTRACTORS PHONE NUMBER CONTACT PERSON
------------------- ------------ --------------
Ambassador Construction (000) 000-0000 Xxxxxx Xxxxx
Xxxx Construction (000) 000-0000 Xxxxxx Xxxxx
Ocean Valley Ent. (000) 000-0000 Xxxx Xxxxxxxx
Structure Tone (000) 000-0000 Xxxx Xxxxx
TriStar Corp. (000) 000-0000 Xxxx Xxxxxx
SUB-CONTRACTORS
ASBESTOS ABATEMENT
NAC (000) 000-0000 Xxxx Xxxxxx
Abtron (000) 000-0000 Xxx Xxxxxxxx
Abatement Int. (000) 000-0000 Xxxx XxXxxxxx
AWNINGS
Acme Awning Co. (000) 000-0000 Xxx Xxxxx
BLINDS
Ultimate Services (000) 000-0000 Xxxxx Xxxxxxxxx
BOILERS
M.P.S. (000) 000-0000 Xxxx Xxxxx
Marine Welding (000) 000-0000 Xxxxxxx Xxxxx
CERAMIC
Quarry Tile (000) 000-0000 Xxxxx Xxxxxxx
Port Xxxxxx (000) 000-0000 Xxxxxxx Lauricell
CONCRETE
Xxxxx (000) 000-0000 Xxxxx Satalias
Ocean Valley Ent. (000) 000-0000 Xxxx-Xxxxxxxx
Landsite Contractinq (000) 000-0000 Xxxxxxx X. Xxxx
Xxxxxxx X. Xxx Exterior Restoration
Corp. (000) 000-0000 Xxxxxxx X. Xxx
CONVECTORS/COVERS
Steel Towne (000) 000-0000 Xxxxxx Xxxx
Xxxxx Corp. (000) 000-0000 Xxx Xxxxxxxxx
Hack Environmental (000) 000-0000 Xxx Hack
Airflux (000) 000-0000 Al Wenksus
DEMOLITION
General Container, Inc. (000) 000-0000 Xxxxxxx Xxxxx
Advance Carting (000) 000-0000 Gene Skawronski
Ritaway (000) 000-0000 Nick Xxxxx
XxXxxxx Demolition (000) 000-0000 Xxxxx XxXxxxx
DRYWALL/SHEETROCK
CLK Construction (000) 000-0000 Xxxx Xxxxx
Dejil (000) 000-0000 Xx Xxxxxx
Ess a Vee (000) 000-0000 Xxxx Xxxxxxxxx
Xxxx Xxxxxxx (000) 000-0000 Xxxx Xxxxxxx
68
MET Construction (000) 000-0000 Xxx Xxxxxxxxx
Nordic Interiors, Inc. (000) 000-0000 Xxxxx Xxxxxxxx
Ocean Valley Ent. (000) 000-0000 Xxxx Xxxxxxxx
Xxxxxxx & Xxxxxx Carpentry Dry
Wall Corp. (000) 000-0000 Xxx Xxxxxxxxx
ELECTRIC
Forest Electric (000) 000-0000 Phil Xxxxxxx
I Lite (000) 000-0000 Anthony Izza
X.X. Xxxxxx (000) 000-0000 Xxxxxxxx Xxxxxxxx
X.X. Xxxxx (000) 000-0000 Xxxxx Xxxxx
Egg Electric (000) 000-0000 Xxxxx Xxxxxxxxxx
FLOORING
Ashland Industries, Inc. (000) 000-0000 Xxxxxxx Xxxxxx
Xxxxxxxx Flooring (000) 000-0000 Xxxxxxx Varderame
FOLDING WALLS
Flexwall
Modernfold Doors (000) 000-0000 Xxxxxx Xxxxxx
National (Midhattan) (000) 000-0000 Xxxxxx Xxxxxx
GLASS REPLACEMENT
East Side Glass (000) 000-0000 Xxxx Xxxxx
Xxxxxxxxxxxxx Glass (000) 000-0000 Xxxxxx Xxxxxxx
H.V.A.C.
Omega Cooling (000) 000-0000 Xxx Xxxxxx
Xxxxxx Air Device (000) 000-0000 Xxxxxx Xxxxx
Delphi Mechanical (000) 000-0000 Xxxxx Xxxxx Xx./Jr.
X.X. Mechanical (000) 000-0000 Xxxxxxxx Xxxxxx
P & L Mechanical (000) 000-0000 Xxx Xxxxxxxxx
Penguin Air Conditioning (000) 000-0000 Xxxxxxx Xxx
Refrigeration Resources (000) 000-0000 Xxxxxx Xxxxxxxxx
HARDWARE/DOORLOCKS
Midtown (000) 000-0000 Xxxx Gerrara
Xxxxxxxxx & Xxxxxxxx (000) 000-0000 Xxxx Xxxxxxxx
HARDWARE/BUILDING SUPPLIES
Crest Supply (000) 000-0000 Xxxxxxx Xxxxx
Consolidated Supply (000) 000-0000 Xxxx Xxxxxx
LATH & ACOUSTICS
Ess & Vee Acoustical (000) 000-0000 Xxxx Xxxxxxxxx
Superior (000) 000-0000 Xxxxx Xxxxxxxx
LIGHTING
Speclite (000) 000-0000 Xxxxx Xxxxxx
Project Lighting (000) 000-0000 Xxxx Xxxxxxxxxx
MARBLE
Quarry Title (000) 000-0000 Xxxxx Xxxxxxx
Xxx Xxxxxxxx (000) 000-0000 Xxx Xxxxxxxx
MASONARY/PLASTER
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Belcraft (000) 000-0000 Xxxx Ozzino
Xxxxxxxxxx (000) 000-0000 Xx XxXxxxxxx
METAL/GLASS PARTITION
F&F (000) 000-0000 Xxxx Xxxxx
Metralite (000) 000-0000 Xxx Xxxxxxxxx
Acme (000) 000-0000 Xxxxxx Xx Xxxx
Xxxxxx
PAINTING
Bond Painting (000) 000-0000 Xxxxxx Xxxx
X.X. Xxxx (000) 000-0000 Xxx Xxxx
Xxxxxx Xxxxx (000) 000-0000 Xxxxxx Story
Xxxxxx Services Corp. (000) 000-0000 Xxxx Xxxxx
PLUMBING
B & Z Mechanical (000) 000-0000 Xxxx Xxxxxxxx
American Contracting (000) 000-0000 Xxxxxxx Xxxxxx
PAR Plumbing (000) 000-0000 Xxxxx Deutsch
WIRE MESH
Acorn Wire & Iron Works (000) 000-0000 Xxxx Xxxxxx
RAISED FLOOR
(Gayle, King, Xxxx) (212) FA5-5400 Xxx Xxxxxxx
Floating Floors
Xxxx Floors
(Xxxxx Xxxxx)
Raised Floors (000) 000-0000 Xxxx Lagerstrum
Computer Floors (000) 000-0000 Tor Sundlin
American Computer Floors
C-Teg Mfg. (000) 000-0000
RIGGING
Aalco Transport & Storage (000) 000-0000 Xxxx Xxxxxx
Xxxxxxx X. Xxx Exterior Restoration
Corp. (000) 000-0000 Xxxxxxx X. Xxx
ROLLING DOORS
Franklin Sq. Iron Works (000) 000-0000 Xxxxxx Xxxxxx
Amer. Overhead Door
Atlas Doors (000) 000-0000 Xxx Xxxxxx
Doors Unlimited (000) 000-0000
Miric Industries (000) 000-0000 Xxxx Petrico
ROOFING
A. Best (000) 000-0000 Lon Best
Xxxxx Const. Corp. (000) 000-0000 Xxxxx Xxxxxxxx
Arrow Restoration (000) 000-0000 Xxxxxxxx Xxxxxx
Empire National Const. Corp. (000) 000-0000 Xxxx Xxxxxxx
SCREENS
LeJac (000) 000-0000 Xxxx Xxxxxx
Raven (000) 000-0000 Xxxxxx Xxxx
Jenteen (000) 000-0000 Xxxxx Xxxxx
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70
SECURITY
Guard Technologies, Inc. (000) 000-0000 Xxxxxx Xxxxx
SIGNS
Ensign Systems, Inc. (000) 000-0000 Xxxxx Xxxx
Engraphics (000) 000-0000 Xxxxx Xxxxxxx
Forest Sign Co. (000) 000-0000 Xxxxxxx XxXxxxxx
SPRINKLER
CGA Associates (000) 000-0000 Xxxx Xxxxxx
Columbia Mechanical (000) 000-0000 Xxxx Xxxxxxx
Sirina Fire Protection (000) 000-0000 Xxxx Xxxxxx
Abco Peerless Sprinkler (000) 000-0000 Xxx Xxxx
STRUCTURAL STEEL & STEEL WORK
Xxxxxxx Steel Products (000) 000-0000 Xxxxxx Xxxxxx
Xxxxxxxx Iron Works (000) 000-0000 Xxxxxx Xxxxxx
Xxxxxx Iron Works (00) 000-0000 Xxxxxx Xxxxxxxxx
Jaravi
TOILET ARTICLES
LeJac (000) 000-0000 Xxx Xxxxxx
Flush Metal (000) 000-0000 Xxxx Xxxxx
Jenteen
WATERPROOFING
Xxxxx (000) 000-0000 Xxxxx Xxxxxxxx
A. Best Contracting (000) 000-0000 Lon Best
Arrow Restoration (000) 000-0000 Xxxxxxxx Xxxxxx
Xxxxxxx X. Xxx Exterior &
Restoration Corp. (000) 000-0000 Xxxxxxx X. Xxx
Empire National Const. Corp. (000) 000-0000 xxxx Xxxxxxx
WOODEN FLOORS
Capital (Hoboken) (000) 000-0000
Designated Wood Flooring Center (000) 000-0000 Xxxxxx Beinberg
Elite Flooring Xxxxxx Xxxxxxxx
WOODWORKERS
Antal (000) 000-0000
Millwright Woodwork Xxxxxx Xxxxxxxx
Midhattan
Capital
Nordic (000) 000-0000 Xxxxx Xxxxxxxx
Infra-Structures (000) 000-0000 Xxxxxx Xxxxxx
WINDOWS
Air Master (000) 000-0000 Xxxx Xxxxxx
Metro Windows (000) 000-0000 Xxxxxx Xxxxxxx
14
