FIRST AMENDMENT TO LEASE
between
000-000 XXXXXXX XXXXXX LIMITED PARTNERSHIP, Landlord
and
iVILLAGE, INC., Tenant
FIRST AMENDMENT TO LEASE
THIS FIRST AMENDMENT TO LEASE (this "Amendment") made as of this 7th
day of June, 2000, by and between 000-000 XXXXXXX XXXXXX LIMITED PARTNERSHIP, a
New York limited partnership, having an office c/o Newmark & Company Real
Estate, Inc., 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx ("Landlord"), and iVILLAGE,
INC., a Delaware corporation, having an office at 000 Xxxxxxx Xxxxxx, Xxx Xxxx,
Xxx Xxxx ("Tenant").
W I T N E S S E T H
WHEREAS, by Agreement of Lease dated March 14, 2000, by and between
Landlord and Tenant (the "Lease"), Landlord did demise and let unto Tenant and
Tenant did hire and take from Landlord in the buildings located at 000 Xxxxxxx
Xxxxxx (the "500 Building") and at 000 Xxxxxxx Xxxxxx (the "512 Building") each
in the borough of Manhattan, City and State of New York (hereinafter
collectively known as the "Building"), the entire rentable area of the
fourteenth (14th) floor and a portion of the twelfth (12th) floor in the 500
Building, and the entire eleventh (11th), twelfth (12th), and thirteenth (13th)
floors in the 512 Building (collectively, the "Demised Premises"), as more
particularly described in the Lease; and
WHEREAS, the term of the Lease currently expires on April 30, 2015; and
WHEREAS, Landlord and Tenant desire to modify and amend the Lease as
hereinafter provided.
NOW, THEREFORE, for and in consideration of the mutual covenants herein
contained and other good and valuable consideration, the adequacy and receipt of
which are herby acknowledged, Landlord and Tenant hereby agree as follows:
1. All capitalized terms used herein shall have the meanings ascribed
to them in the Lease unless otherwise specifically set forth herein to the
contrary.
2. In Section 30.01(b), the phrase "Base Rate (as defined in Section
5.07)" shall be deleted and replaced with the phrase "Prime Rate."
3. All references in the Lease to an "Affiliate" (and all grammatical
variations thereof) shall be deemed to mean a Related Entity (and grammatical
equivalents).
4. The Construction Payment provided for in Section 4.03 of the Lease
shall be increased by Five Hundred Eighty-Five Thousand Eight Hundred Seventy
($585,870.00) Dollars.
5. Except as expressly set forth in this Amendment, the terms and
conditions of the Lease shall continue in full force and effect without any
change or modification and shall apply for the balance of the term of the Lease.
In the event of a conflict between the terms of the Lease and the terms of this
Amendment, the terms of this Amendment shall govern.
6. This Amendment shall not be altered, amended, changed, waived,
terminated or otherwise modified in any respect or particular, and no consent or
approval required pursuant to this Amendment shall be effective, unless the same
shall be in writing and signed by or on behalf of the party to be charged.
7. This Amendment shall be binding upon and shall inure to the benefit
of the parties hereto and to their respective heirs, executors, administrators,
successors and permitted assigns.
8. All prior statements, understandings, representations and agreements
between the parties, oral or written, are superseded by and merged in this
Amendment, which alone fully and completely expresses the agreement between them
in connection with this transaction and which is entered into after full
investigation, neither party relying upon any statement, understanding,
representation or agreement made by the other not embodied in this Amendment.
9. No failure or delay of either party in the exercise of any right or
remedy given to such party hereunder or the waiver by any party of any condition
hereunder for its benefit (unless the time specified herein for exercise of such
right or remedy has expired) shall constitute a waiver of any other or further
right or remedy nor shall any single or partial exercise of any right or remedy
preclude other or further exercise thereof or any other right or remedy. No
waiver by either party of any breach hereunder or failure or refusal by the
other party to comply with its obligations shall be deemed a waiver of any other
or subsequent breach, failure or refusal to so comply.
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10. This Amendment shall be interpreted and enforced in accordance with
the laws of the state in which the Demised Premises are located without
reference to principles of conflicts of laws.
11. If any provision of this Amendment shall be unenforceable or
invalid, the same shall not affect the remaining provisions of this Amendment
and to this end the provisions of this Amendment are intended to be and shall be
severable. Notwithstanding the foregoing sentence, if (i) any provision of this
Amendment is finally determined by a court of competent jurisdiction to be
unenforceable or invalid in whole or in part, (ii) the opportunity for all
appeals of such determination have expired, and (iii) such unenforceability or
invalidity alters the substance of this Amendment (taken as a whole) so as to
deny either party, in a material way, the realization of the intended benefit of
its bargain, such party may terminate this Amendment within thirty (30) days
after the final determination by notice to the other. If such party so elects to
terminate this Amendment, then this Amendment shall be terminated and neither
party shall have any further rights, obligations or liabilities hereunder,
except those obligations which expressly survive the termination of this
Amendment.
12. LANDLORD AND TENANT HEREBY KNOWINGLY, VOLUNTARILY, INTENTIONALLY,
UNCONDITIONALLY AND IRREVOCABLY WAIVE ANY RIGHT EACH MAY HAVE TO TRIAL BY JURY
IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER ARISING IN TORT OR CONTRACT)
BROUGHT BY EITHER AGAINST THE OTHER ON ANY MATTER ARISING OUT OF OR IN ANY WAY
CONNECTED WITH THIS AMENDMENT OR ANY OTHER DOCUMENT EXECUTED AND DELIVERED BY
EITHER PARTY IN CONNECTION HEREWITH (INCLUDING ANY ACTION TO RESCIND OR CANCEL
THIS AMENDMENT ON THE GROUNDS THAT THIS AMENDMENT WAS FRAUDULENTLY INDUCED OR IS
OTHERWISE VOID OR VOIDABLE).
13. This Amendment may be executed in any number of counterparts. It is
not necessary that all parties sign all or any one of the counterparts, but each
party must sign at least one counterpart for this Amendment to be effective.
14. This Amendment shall not be binding upon either party unless and
until it is fully executed and delivered to both parties.
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IN WITNESS WHEREOF, Landlord and Tenant have executed this Amendment as
of the date and year first above written.
LANDLORD:
000-000 XXXXXXX XXXXXX LIMITED PARTNERSHIP
By: Archon Capital, L.P.
By: WH MezzCo GP, L.L.C., its General Partner
By: /s/ XXXX X. XXXX
------------------------------
Name: Xxxx X. Xxxx
Title: Vice President
By: GS MezzCo GP, L.L.C., its General Partner
By: /s/ XXXXX XXXXXX
------------------------------
Name: Xxxxx Xxxxxx
Title: Vice President
TENANT:
iVILLAGE,INC.
By: /s/ XXXXXX X. XXXXX
------------------------------
Name: Xxxxxx X. Xxxxx
Title: Senior Vice President,
Business Affairs
