Exhibit 10.46
FIFTH AMENDMENT LEASE
1.0 PARTIES
1.1 THIS AGREEMENT made the 1st day of May, 1994, by and between GROVE STREET
ASSOCIATES OF JERSEY CITY LIMITED PARTNERSHIP ("Landlord") whose address
is c/o Cali Associates, 00 Xxxxxxxx Xxxxx, Xxxxxxxx, Xxx Xxxxxx 00000 and
XXXXXXXXX, XXXXXX & XXXXXXXX SECURITIES CORPORATION ("Tenant") whose
address is 0 Xxxxxxxx Xxxxx, Xxxxxx Xxxx, Xxx Xxxxxx 00000.
2.0 STATEMENT OF FACTS
2.1 The parties have previously entered into a Lease, First Amendment of Lease
and side letter agreement executed in connection therewith, all dated July
1, 1987, a Side Letter Agreement dated June 19, 1989, a Second Amendment
to Lease dated March 12, 1992, a Third Amendment to Lease dated December
27, 1992, a Side Letter Agreement dated September 29, 1993 and a Fourth
Amendment to Lease dated December 23, 1993 (collectively, the "Lease")
applicable to 334,145 of gross rentable square feet of office space and
13,741 rentable square feet of storage space (the "Premises") at 0
Xxxxxxxx Xxxxx, Xxx Xxxxxx ("Xxxxxxxx").
2.2 Tenant wishes to lease, on a temporary basis, two (2) separate units of
office space totalling 4,809 rentable square feet on the twelfth (12th)
floor of the Building.
2.3 The parties desire to amend certain terms of the Lease to reflect this
leasing of Temporary Space as set forth below.
3.0 AGREEMENTS
NOW, THEREFORE, in consideration of the Premises and the covenants
hereinafter set forth, Landlord and Tenant agree as follows:
3.1 All capitalized and non-capitalized terms used in this Agreement which are
not separately defined herein but are defined in the Lease shall have the
meaning given to any such term in the Lease.
3.2 Landlord hereby leases to Tenant and Tenant hereby hires from Landlord,
two (2) separate units of office space totalling 4,809 rentable s.f.
office space each in its "AS-IS" condition on the twelfth (12th) floor of
the Building as shown shaded on the attached Exhibit A (collectively, the
"Temporary Space").
3.3 The term applicable to the Temporary Space shall commence on May 1, 1994
and shall expire on October 31, 1994 ("Temporary Space Term").
3.4 In addition to the fixed rent to be paid to Landlord by Tenant applicable
to the Premises as set forth in the Lease, Tenant shall pay Landlord
during the Temporary Space Term fixed rent applicable to the Temporary
Space at the monthly rate of EIGHT THOUSAND FIFTEEN AND 00/100 DOLLARS
($8,015.00). The fixed rent is payable in advance, on the first day of
each calendar month during the Temporary Space Term.
3.5 There shall be no increase in Tenant's Proportionate Share or Tenant's
Operational Proportionate Share as a result of Tenant's leasing of the
Temporary Space.
3.6 Tenant has fully inspected the Temporary Space, is satisfied with the
condition thereof, and agrees to accept possession of the Temporary Space
in its current "AS-IS" condition, subject to reasonable wear and tear and
damage by fire or other cause.
3.7 a. The cost of electric current which is supplied by Landlord for use
by Tenant in the Temporary Space, other than for air conditioning
purposes, shall be reimbursed to the Landlord at terms,
classification and rates normally charged by the public utilities
corporation serving that part of the municipality where the
Temporary Premises are located.
b. Landlord shall, prior to the Commencement Date, estimate the
electric power demand of the electric lighting fixtures and the
electric equipment of Tenant to be used in the Temporary Space to
determine the average monthly electric
consumption thereof. During the Temporary Space Term, Tenant shall
pay to Landlord, in advance, on the first day of every month in
conjunction with Tenant's monthly payments of fixed rent, the amount
estimated by Landlord as Tenant's monthly consumption. Said amounts
shall be treated as Additional Rent due hereunder. Proportionate
sums shall be payable for periods of less than a full month if the
term commences or ends on any other than the first or last day of
the month. Within sixty (60) days of the commencement date hereof,
Tenant agrees that Landlord's electrical engineering consultant
shall make a survey of electric power demand of the electric
lighting fixtures and the electric equipment of Tenant used in the
Temporary Space to determine the average monthly electric
consumption thereof, and the costs of said survey shall be borne by
Tenant. The findings of said consultant as to the average monthly
electric consumption of Tenant shall, unless objected to by Tenant
within thirty (30) days, be conclusive and binding on Landlord and
Tenant. After Landlord's consultant has submitted its report, Tenant
shall pay to Landlord, within ten (10) days after demand therefor by
Landlord, any underpayment (based on the monthly consumption found
by such consultant as compared to Lessor's estimate) as owing from
the Commencement Date, and the then expired months, to include the
then current month and thereafter, on the first day of every month,
in advance, the amount set forth as the monthly consumption in said
report. Any overpayments make by Tenant shall be credited against
the next electrical charges then payable to Lessor. If Tenant
objects to Landlord's consultant's survey, Tenant shall nevertheless
pay and continue to pay the amount determined by Landlord's
consultant until the issue is finally resolved, but Tenant may, at
its expense, seek the services of an independent electrical
consultant who shall make a survey as provided above. If Landlord
and Tenant's consultant cannot agree as to Tenant's consumption
within thirty (30) days of Tenant's consultant's findings, either
Landlord or Tenant may request the American Arbitration Association
in Somerset, New Jersey to appoint an electrical engineering
consultant whose decision shall be final and binding on Landlord and
Tenant, and whose cost shall be shared equally. Upon the issue being
finally resolved, any overpayment made by Tenant shall promptly be
refunded by Landlord and any underpayment in Tenant's payments shall
promptly be paid to Landlord.
3.8 Tenant may renew this Agreement on a month-to-month basis at the same
fixed and additional monthly rent set forth in Paragraphs 3.4 and 3.7
hereof commencing November 1, 1994 by giving Landlord written notice of
such election by September 1, 1994. Thereafter, the leasing of the
Temporary Space shall continue until terminated by Landlord or Tenant by
one party giving the other party at least thirty (30) days prior to the
intended date of termination, a written notice of intent to terminate such
tenancy, which termination date must be as of the end of a calendar month.
3.9 Tenant's use and occupancy of the Temporary Space during the Temporary
Space Term shall be governed by all terms and conditions of the Lease
except where superseded by this Agreement or are inapplicable.
EXCEPT as modified herein, the Lease dated July 1, 1987 and all amendments and
side letters applicable thereto covering the Premises shall remain in full force
and effect and Tenant and Landlord hereby ratify and confirm all of the terms
and conditions thereof.
THIS AGREEMENT shall be binding upon and inure to the benefit of the parties
hereto and their respective legal representatives, successors and permitted
assigns.
IN WITNESS THEREOF, Landlord and Tenant have hereunto set their hands and seals
the date and year first above written and acknowledge one to the other they
possess the requisite authority to enter into this transaction and to sign this
Agreement.
GROVE STREET ASSOCIATES OF XXXXXXXXX, XXXXXX & XXXXXXXX
JERSEY CITY LIMITED PARTNERSHIP SECURITIES CORPORATION
(Landlord) (Tenant)
By: Grove Street Urban Renewal Corp.,
General Partner
By: /s/ Xxxxxx Xxxxxxxxx By: /s/ Xxxxxx X. Xxxxxx
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Xxxxxx Xxxxxxxxx, Vice President
Its: Vice President
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EXHIBIT A
TWELFTH FLOOR
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NOT TO SCALE
[FLOOR PLAN OMITTED]
