Exhibit 10.11
FIRST AMENDMENT OF LEASE
AGREEMENT dated as of June 15, 2000 between TST 300 PARK, L.P., a
Delaware limited partnership ("Landlord"), c/o Tishman Speyer Properties, L.P.,
000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, and XXXXXXXXX & CO. LLC, a New
York limited liability company ("Tenant"), having an office at 00 Xxxx 00xx
Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000.
RECITAL
Landlord and Tenant entered into a certain Lease made as of February
18, 2000 (the "Lease"), covering the entirety of the 23rd and a portion of the
24th floors of 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx (the "Building"), as more
particularly described in the Lease. The parties now wish to amend the Lease (a)
to include as part of the space demised thereunder the remainder of the 24th
floor of the Building (the "Added Space"), and (b) in other respects set forth
below.
Accordingly, in consideration of the understandings set forth in this
Agreement, the parties covenant and agree as follows:
1. All capitalized words and phrases not defined in this Agreement
shall have the same meanings as in the Lease.
2. This Agreement shall amend the Lease in the respects set forth
below as of the date hereof (the "Effective Date").
3. Article 1 of the Lease is modified to read in its entirety as
follows:
"ARTICLE 1
BASIC LEASE PROVISIONS
PREMISES The entire 00xx xxxxx (xxx "00xx Xxxxx
Premises") and the entire 24th floor (the
"24th Floor Premises" and, together with
the 23rd Floor Premises, collectively the
"Premises") of the Building, substantially
as shown on Exhibits A-1 and A-2,
respectively.
BUILDING The building, fixtures, equipment and
other improvements and appurtenances now
located or hereafter erected, located or
placed upon the land known as 000
Xxxx Xxxxxx and 00 Xxxx 00xx Xxxxxx, Xxx
Xxxx, Xxx Xxxx.
REAL PROPERTY The Building, together with the plot of
land upon which it stands.
COMMENCEMENT DATE The date on or after July 1, 2000 which is
the earlier to occur of (a) the date upon
which items 1, 2 and 3 of Landlord's Work
(the "Pre-Delivery Work") shall be
Substantially Completed in accordance with
the terms of this Lease, and (b) the date
Tenant (or any person claiming by, through
or under Tenant) occupies any part of the
Premises for the conduct of its business.
RENT COMMENCEMENT DATE The date which is the 113th day after the
Commencement Date.
EXPIRATION DATE The date which is the last day of the
month in which the tenth anniversary of
the Commencement Date occurs or, if the
term of this Lease shall be extended in
accordance with any express provision
hereof, the last day of any renewal or
extended term.
TERM The period commencing on the Commencement
Date and ending on the Expiration Date.
PERMITTED USES Executive and general offices for the
transaction of Tenant's business and uses
incidentally related thereto.
BASE TAX YEAR The Tax Year commencing on July 1, 2000
and ending on June 30, 2001.
BASE EXPENSE YEAR Calendar year 2000.
TENANT'S PROPORTIONATE (a) As to Operating Expenses:
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SHARE 4.326 percent.
(b) As to Taxes:
4.147 percent.
AGREED AREA OF BUILDING (a) As to Operating Expenses:
695,298 rentable square feet.
(b) As to Taxes:
725,280 rentable square feet.
AGREED AREA OF PREMISES (a) As to the 23rd Floor Premises:
18,614 rentable square feet;
(b) As to the 24th Floor Premises:
11,465 rentable square feet,
comprising 30,079 rentable square feet in
the aggregate, which rentable square
footage has been mutually determined by
Landlord and Tenant for purposes of this
Lease and Landlord makes no representation
whatsoever as to the actual square feet
contained in the Premises or the Building
or any portions thereof but the Agreed
Area of Building was calculated on a basis
consistent with the calculation of the
Agreed Area of Premises.
FIXED RENT (i) $1,944,740.00 per annum ($162,061.67
per month) for the period commencing on
the Rent Commencement Date and ending on
the day preceding the 5th anniversary of
the Commencement Date, both dates
inclusive; and (ii) $2,100,056.00 per
annum ($175,004.67 per month) for the
period commencing on the 5th anniversary
of the Commencement Date
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and ending on the Expiration Date, both
dates inclusive.
ADDITIONAL RENT All sums other than Fixed Rent payable by
Tenant to Landlord under this Lease,
including Tenant's Tax Payment, Tenant's
Operating Payment, late charges, overtime
or excess service charges, and interest
and other costs related to Tenant's
failure to perform any of its obligations
under this Lease.
RENT Fixed Rent and Additional Rent,
collectively.
INTEREST RATE The lesser of (i) four percent per annum
above the then current Base Rate charged
by Citibank, N.A. or its successor, or
(ii) the maximum rate permitted by
applicable law.
SECURITY DEPOSIT $1,944,740.00, which amount is subject to
adjustment pursuant to Section 35.5.
BROKER Insignia/ESG, Inc.
LANDLORD'S AGENT Tishman Speyer Properties, L.P. or any
other person designated at any time and
from time to time by Landlord as
Landlord's Agent and their successors and
assigns.
LANDLORD'S CONTRIBUTION $904,345.
All capitalized terms used in the text of this Lease without definition are
defined in this Article 1 or in Exhibit B."
4. From and after the Commencement Date and subject to the provisions
of this Section, Landlord shall provide Tenant with 15 tons of condenser water
to the Added Space from 6:00 p.m. to 8:00 a.m. on Business Days and all other
times on non-Business Days, in accordance with Section 11.7 of the Lease
(including, but not limited to, payment for such water and related "tap-in" fee
and reduction of tonnage) provided that Tenant demonstrates the need (in
Landlord's sole judgment) for such condenser water. If, in Landlord's sole
judgment, Tenant's requirements for such condenser water shall necessitate
installation of an additional water tower,
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piping or other proper and necessary equipment, the same shall, at Tenant's
request, be installed by Landlord (provided, without limitation, that (i) such
installation is practicable, (ii) such additional water tower, piping or other
equipment is permissible under applicable laws and insurance regulations, and
(iii) the installation of such water tower, piping or other equipment will not
cause permanent damage or injury to the Building or the Premises, cause or
create a dangerous or hazardous condition, excessive or unreasonable
alterations, interfere with or disturb other tenants or occupants of the
Building or prevent Landlord from allocating condenser water to future or
present tenants of the Building) and any cost thereof or any cost associated in
any way with the provision of such condenser water to Tenant shall be paid by
Tenant. Any such costs incurred by Landlord shall be paid by Tenant within 30
days after the rendition of a xxxx therefor.
5. As of the date hereof, Section 11.7 of the Lease shall be amended
by inserting the words "on Business Days and all other times on non-Business
Days" after the reference to "from 6:00 p.m. to 8:00 a.m." contained in the
first sentence thereof.
6. Within one year after the Commencement Date, Tenant may request
that an additional level of capacity to accommodate a demand load of up to 3
xxxxx of electricity per useable square foot of the Premises be made available
to Tenant, provided that Tenant demonstrates the need (in Landlord's sole
judgment) for such additional electrical capacity. Landlord, in Landlord's sole
judgment shall determine if the same is available through the existing Building
facilities and, if and to the extent the same is so available, Landlord shall
furnish same to Tenant. If, in Landlord's sole judgment, Tenant's requirements
for electricity shall necessitate installation of an additional riser, risers or
other proper and necessary equipment, the same shall, at Tenant's request, be
installed by Landlord (provided, without limitation, that (i) such installation
is practicable, (ii) such additional feeders and risers are permissible under
applicable laws and insurance regulations, and (iii) the installation of such
feeders or risers will not cause permanent damage or injury to the Building or
the Premises, cause or create a dangerous or hazardous condition, excessive or
unreasonable alterations, interfere with or disturb other tenants or occupants
of the Building, prevent Landlord from allocating electricity to future or
present tenants of the Building, or exceed the limits of the switchgear) and any
cost thereof and any cost associated in any way with the provision of such
additional electrical capacity to Tenant shall be paid by Tenant. Any such costs
incurred by Landlord shall be paid by Tenant within 30 days after the rendition
of a xxxx therefor. If Tenant fails to utilize any excess electric capacity for
one year or more, Landlord shall have the right at any time to reduce the
electric capacity available to Tenant to the maximum electric capacity
previously and ordinarily used by Tenant but in no event to less than the
electric capacity set forth in Section 16.1 of the Lease.
7. (a) Landlord has retained Landlord's Agent as leasing agent in
connection with the Lease and this Agreement each in respect of the Added Space
and Landlord will be solely responsible for any fee that may be payable to
Landlord's Agent. Each of Landlord and Tenant represents and warrants to the
other that it has not dealt with any broker in connection with the Lease and
this Agreement each in respect of the Added Space other than Insignia/ESG, Inc.
and that to the best of its knowledge and belief, no other broker, finder or
like entity
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procured or negotiated the Lease and this Agreement each in respect of the Added
Space or is entitled to any fee or commission in connection herewith. The
execution and delivery of this Agreement by each party shall be conclusive
evidence that each party has relied upon the foregoing representations and
warranties.
(b) Each of Landlord and Tenant shall indemnify, defend and hold the
other party harmless from and against any and all costs, expenses, claims and
liabilities (including reasonable attorneys' fees and disbursements) which the
indemnified party may incur by reason of any claim of or liability to any
broker, finder or like agent (other than Insignia/ESG, Inc.) arising out of any
dealings claimed to have occurred between the indemnifying party and the
claimant in connection with the Lease and this Agreement each in respect of the
Added Space, and/or the above representation being false. The provisions of this
Section shall survive the expiration or earlier termination of this Agreement or
the Lease.
8. Each reference to "$1,207,584", "$805,056", and "$402,528"
contained in Sections 35.5(c) and (b) of the Lease is deleted and reference to
"$1,458,555", "$972,370" and "$486,185" are substituted therefor, respectively,
in each case as applicable.
9. As of the Effective Date, Exhibit A-2 is deleted from the Lease and
Exhibit A-2 attached hereto is substituted therefor.
10. Sections 36.2 and 36.3 of the Lease are incorporated in this
Agreement as if set forth herein at length, except that each reference therein
to "this Lease", hereunder and words of similar import shall mean this
Agreement.
11. Tenant represents and warrants to Landlord that (a) Tenant knows
of no defense or counterclaim to the enforcement of the Lease; (b) Tenant is not
entitled to any reduction, offset or abatement of the rent payable under the
Lease; (c) Tenant is not in default of any of its obligations or covenants, and
has not breached any of its representations or warranties, under the Lease; and
(d) Tenant knows of no default by Landlord under the Lease.
12. (a) Except as amended hereby, the Lease shall remain unmodified
and in full force and effect and is hereby ratified and confirmed. All reference
in the Lease to the "Lease" shall mean the Lease as modified by this Agreement.
(b) Each of Landlord and Tenant represents and warrants to the other
party that the execution of this Agreement by such party is duly authorized and
that this Agreement is binding on it.
(c) Each of Landlord and Tenant acknowledges that this Agreement shall
not be binding upon either party until each party shall have executed this
Agreement and a fully executed counterpart of this Agreement shall have been
delivered to each party unconditionally.
(d) This Agreement shall bind and inure to the benefit of the
successors and permitted assigns of the parties hereto.
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(e) The Lease, as amended by this Agreement, and the rights and
obligations of the parties thereunder and hereunder shall be governed by and
construed and enforced in accordance with the laws of the State of New York
applicable to contracts made and to be performed wholly within such state.
(f) This Agreement sets forth the entire agreement of the parties
hereto with respect to the subject matter hereof. Neither this Agreement nor any
term hereof may be amended, waived, discharged or terminated except by a writing
signed by each of the parties hereto.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be executed as of the day and year first above written.
TST 300 PARK, L.P, Landlord
By: TST 300 Park Corp., its general partner
By: /s/ Xxxxxx X. Xxxxxx
-----------------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Vice President
XXXXXXXXX & CO., LLC
By: /s/ Xxxxxxx X. Xxxxxxxx
-----------------------------------------
Name: Xxxxxxx X. Xxxxxxxx
Title: Managing Director
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EXHIBIT A-2
[attached hereto]
[Graphic Omitted]
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TST 300 PARK, L.P.
BY OVERNIGHT MAIL
October 24, 2001
Xxxxxxxxx & Co. LLC
000 Xxxx Xxxxxx
Xxx Xxxx, XX 00000
Attn: Xxxxx Xxxxxxxx
Dear Xx. Xxxxxxxx:
Reference is made to the Lease between TST 300 Park, L.P. ("Landlord") and
Xxxxxxxxx & Co. LLC ("Tenant"), dated February 18, 2000 as amended (the
"Lease"). All capitalized terms used and not otherwise defined herein have the
respective meanings ascribed to such terms in the Lease.
When the Lease was entered into, Landlord owned both 000 Xxxx Xxxxxx and the
neighboring building located at 00 Xxxx 00xx Xxxxxx (now an ING bank branch).
Since both buildings were part of the same tax lot, the Taxes and Tenant's
Proportionate Share used to calculate Tenant's Tax Payment included the real
estate taxes attributable to 00 Xxxx 00xx Xxxxxx.
Xx June 26, 2000, Landlord sold 00 Xxxx 00xx Xxxxxx, which comprised 4,851
square feet, to a third party. Following the closing of this transaction, the
tax lot was split, resulting in 00 Xxxx 00xx Xxxxxx having its own tax lot
separate from 000 Xxxx Xxxxxx'x tax lot. Accordingly, we would like to confirm
with you the following items in order for the Lease to reflect this transaction:
(1) The Building will no longer include 00 Xxxx 00xx Xxxxxx;
(2) Tenant's Proportionate Share for Taxes shall be 4.175%; and
(3) The Agreed Area of Building for Taxes shall be 720,429 rentable square
feet.
We have adjusted the Taxes payable for the Base Tax Year to exclude the real
estate taxes attributable to 00 Xxxx 00xx Xxxxxx, which adjustment is based on
an unofficial apportionment issued by the New York City Department of Finance.
We expect this apportionment to be finalized by July 2002 with no further
adjustments. A statement setting forth our estimate of Tenant's Tax Payment for
the 01/02 fiscal tax year is enclosed.
As 00 Xxxx 00xx Xxxxxx was excluded from Tenant's Proportionate Share and Agreed
Area of Building relating to Operating Expenses, no modifications to those
provisions are necessary.
Page 2 of 2
If the foregoing meets with your approval, please sign the enclosed copy of this
letter in the place indicated below and return it to us.
If you have questions regarding this matter, please call Xxxxxx Xxxxxxx at (212)
715-0123.
Very truly yours,
TST 300 PARK, L.P.
By: TST 300 Park Corp., its general partner
By: /s/ Xxxx X. Xxxxxxx
------------------------------
Name: Xxxx X. Xxxxxxx
Title: Vice President
ACCEPTED AND AGREED TO:
XXXXXXXXX & CO. LLC
By: /s/ Xxxxxx X. Xxxxxxxxx, Xx.
--------------------------------
Name: Xxxxxx X. Xxxxxxxxx, Xx.
Title: Chief Financial Officer
