FIFTH AMENDMENT TO LEASE
This Fifth Amendment to Lease (the "Fifth Amendment"), made this 26th day of
March, 1998, by and between TAXTER PARK ASSOCIATES (hereinafter referred to as
"Landlord") and V BAND CORPORATION (hereinafter referred to as "Tenant").
WITNESSETH:
WHEREAS, Taxter Park Associates, as successor in interest to Urbco, Inc., is the
Landlord under an agreement of Lease entered into with Tenant, dated as of April
22, 1988 (the "Original Lease"), which has been previously amended via that
certain First Lease Amendment dated October 14, 1991, that certain Second Lease
Amendment dated February 20, 1992, that certain Third Amendment to Lease dated
May 28, 1993 and that certain Fourth Amendment to Lease dated June 8, 1994 (the
Original Lease, together with the First Lease Amendment, Second Lease Amendment,
Third Amendment to Lease, Fourth Amendment to Lease and this Fifth Amendment to
Lease are hereinafter collectively referred to s the "Lease"), pursuant to which
Landlord leased to Tenant certain premises (the "Demised Premises") consisting
of 22,801 rentable square feet on the sixth (6th) floor in the building located
at 000 Xxxxxx Xxxx xx Xxxxxxxx, Xxxxxxxxxxx Xxxxxx, Xxx Xxxx.
WHEREAS, Landlord and Tenant wish to further amend the Lease to provide that
Landlord shall pay to Tenant a sum of money in lieu of the Second Extension
Allowance and to delete the Renewal Option contained in the Lease and to revise
certain other provisions of the Lease in connection with such amendments, upon
and subject to the terms and conditions of this Fifth Amendment.
NOW, THEREFORE, in consideration of the promises herein made, the terms and
conditions contained herein, and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, Landlord and Tenant
hereby agrees as follows:
1. Paragraph 5 of the Fourth Amendment to Lease is hereby deleted in its
entirety as though it had never been contained in the Lease and the following is
hereby inserted in its place:
"Landlord shall have no liability or obligation of any kind to pay or reimburse
Tenant for any alterations made or performed by Tenant to the Demised Premises.
In lieu thereof, Landlord hereby agrees that:
(a) So long as Tenant pays the monthly installment of Rent payable for April
1998 on or before April 1, 1998 then Landlord shall pay to Tenant no later than
April 15, 1998 an amount equal to Fifteen Thousand and 00/100 Dollars
($15,000.00).
(b) So long as Tenant pays the monthly installment of Rent payable for May 1998
on or before May 1, 1998 then Landlord shall pay to Tenant no later than May 15,
1998 an amount equal to Fifteen Thousand and 00/100 Dollars ($15,000.00).
(C) So long as Tenant pays the monthly installment of Rent payable for June 1998
on or before June 1, 19998 then Landlord shall pay to Tenant no later than June
15, 1998 an amount equal to Fifteen Thousand and 00/100 Dollars ($15,000.00).
(d) So long as Tenant pays the monthly installment of Rent payable for July 1998
on or before July 1, 1998 then Landlord shall pay to Tenant no later than July
15, 1998 an amount equal to One Hundred Five Thousand and 00/100 Dollars
($105,000).
Except for the foregoing, Landlord shall have no liability or obligation to pay
to Tenant any allowance or sum of money of any kind whatsover.
2. Paragraph 6 of the Fourth Amendment to Lease is hereby deleted in its
entirety as though it had never been contained in the Lease and is hereby null
and void with absolutely no further force or effect whatsover. Tenant hereby
understands, acknowledges and agrees that Tenant has and shall have no right or
option of any kind to renew or extend the term of the Lease.
Notwithstanding the foregoing, Landlord hereby agrres that if, on or before July
31, 1998, Landlord receives written notice from Tenant of Tenant's desire to
renew or extend the term of the lease for all or a portion of the Demised
Premises, then Landlord shall negotiate the terms and conditions of such a
renewal or extension in good faith with Tenant for a period of thirth (30) days
from the receipt of such written notice from Tenant. Tenant understands,
acknowledges and agrees that such a renewal or extension shall be upon terms and
conditions satisfactory to Landlord, in Landlord's sole discretion, and that
Landlord shall have no obligation to renew or extend the Lease unless ther terms
and conditions of such renewal or extension are satisfactory to Landlord. Tenant
further understands, acknowledges and agrees that market rental rates are
significantly higher than tbe rental rate payable by Tenant as of the date of
this Fifth Amendment and that tenant concessions are lower than those available
at the time Tenant entered into the Fourth Amendment to Lease.
3. Landlord and Tenant each represent to the other that this Fifth Amendment was
not brought aboaut or procured by any real estate broker and Landlord and Tenant
agree to indemnify and hold the other harmless from and against any cost,
expenses or liability for any compensation, commissions or charges claimed by
any broker or agent with respect to this Fifth Amendment or the negotiation
hereof.
Except as specifically amended hereby, the terms, conditions and provisions of
the Lease shall remain unmodified and continue in full force and effect and, as
amended hereby, all of the terms, covenants, conditions and provisions of the
Lease are hereby ratified and confirmed in all respects.
This Fifth Amendment shall be binding upon and inure to the benefit of the
parties hereto and their respective successors and assigns.
TENANT: LANDLORD:
V BAND CORPORATION TAXTER PARK ASSOCIATES
a New York corporation a New York General Partnership
/s/Xxxxxx X. Xxxx Xxxx Xxxxxx Realty Income Partnership II, L.P.,
----------------- its General Partner
Name: Xxxxxx X. Xxxx
Title: CEO Xxxx Xxxxxx Realty Income Properties II, Inc.,
its managing partner
/s/Xxxxxx X. Xxxxxx
-------------------
Xxxxxx X. Xxxxxx
Vice President
Xxxx Xxxxxx Realty Income Partnership III, L.P.,
its General Partner
Xxxx Xxxxxx Realty Income Properties III., Inc.,
its Managing General Partner
/s/Xxxxxx X. Xxxxxx
-------------------
Xxxxxx X. Xxxxxx
Vice President
Xxxx Xxxxxx Realty Income Partnership IV, L.P.,
its General Partner
Xxxx Xxxxxx Realty Fourth Income Properties, Inc.,
its Managing General Partner
/s/Xxxxxx X. Xxxxxx
-------------------
Xxxxxx X. Xxxxxx
Vice President
