THIRD LEASE MODIFICATION AGREEMENT
THIRD LEASE MODIFICATION AGREEMENT made as of this ____ day of May, 1996,
between Xxxxxxx Properties Partners, as Agent, with offices at 000 Xxxxx Xxxxxx,
Xxx Xxxx New York, (hereinafter referred to as "Landlord") and Video
Broadcasting Corporation, a Delaware corporation with offices at 000 Xxxxx
Xxxxxx, Xxx Xxxx, Xxx Xxxx, (hereinafter referred to as "Tenant").
W I T N E S S E T H:
WHEREAS, by lease dated the 21st day of September, 1994 (the "Lease")
Landlord leased to Tenant the tenant occupancy area on the ninth (9th) floor
(the "Exhibit A Premises"), in the Building known as 000 Xxxxx Xxxxxx in the
Borough of Manhattan, City and State of New York, as shown on the plan annexed
to the Lease as Exhibit A, as indicated by cross hatching, for a term commencing
February 3, 1995 and ending February 2, 2005; and
WHEREAS, as of the ____ day of December, 1995 Landlord and Tenant entered
into a First Lease Modification Agreement to the Lease; and
WHEREAS, as of the 4th day of March, 1996, Landlord and Tenant entered into
a Second Lease Modification Agreement to the Lease enlarging the Demised
Premises, as shown on the Plan annexed hereto as Exhibit A-1; and
WHEREAS, Landlord and Tenant desire to further modify the Lease.
NOW, THEREFORE, the parties hereto for good and valuable considerations,
hereby agree to further modify the Lease as follows:
1. Enlargement of the Leased Premises. The Granting Clause of the Lease is
hereby amended to provide that Tenant hereby hires from Landlord the premises on
the ninth (9th) floor in the Building, as shown on the floor plans annexed
hereto as Exhibit A-2 and Exhibit A-3 and, indicated by cross hatching (and
referred to collectively as the "Exhibit A-2 and Exhibit A-3 Premises" and
individually as the "Exhibit A-2 Premises" and the "Exhibit A-3 Premises"). The
Exhibit A, X-0, X-0 and A-3 Premises are hereinafter collectively referred to as
the "Demised Premises".
2. Preparation of the Exhibit A-2 and Exhibit A-3 Premises.
A. The Exhibit A-2 Premises shall be prepared for Tenant's occupancy
by XXXXXXXXXXX CONSTRUCTION CORPORATION ("OCC") as Tenant's General Contractor,
at Tenant's sole cost and expense. The installations, facilities, materials and
work to be installed and performed in the Exhibit A-2 Premises shall be
hereinafter referred to as "Tenant's Work". Landlord agrees to contribute the
sum of Eighteen Thousand Six Hundred and Ninety Dollars and 00/100 ($18,690.00)
towards the cost of Tenant's Work ("Landlord's Construction Allowance"). Payment
shall be made against invoices for work performed within twenty (20) days after
receipt by Landlord of such invoices. Tenant shall submit to Landlord, for
Landlord's approval, on or before May 3, 1996, plans reflecting Tenant's Work to
be performed in the Exhibit A-2 Premises ("Tenant's Plans"). Tenant shall pay
any cost for Tenant's Work in the Exhibit A-2 Premises in excess of Landlord's
Construction Allowance. OCC shall perform Tenant's Work based on commercially
competitive charges and in accordance with Tenant's Plans and shall obtain
competitive bids from subcontractors. The Exhibit A-2 Premises shall be deemed
ready for occupancy when OCC shall have substantially completed Tenant's Work in
the Exhibit A-2 Premises in accordance with Tenant's Plans and shall have given
five (5) days' notice to Tenant to such effect (the "Substantial Completion
Date"). OCC's work in the Exhibit A-2 Premises shall be deemed substantially
completed notwithstanding the fact that minor insubstantial details of
construction, mechanical adjustment or decoration remain to be performed, the
non-completion of which does not materially interfere with Tenant's use of the
Exhibit A-2 Premises.
B. Tenant shall accept possession of the Exhibit A-3 Premises in "as
is" condition.
3. Fixed Rent. The Granting Clause of the Lease is hereby amended to
provide that commencing June 1, 1996, the fixed rent payable by Tenant for the
Demised Premises through September 30, 1996 shall be Four Hundred Forty Thousand
Four Hundred Eighty-Six Dollars and 25/100 ($440,486.25) including Thirty-Eight
Thousand Three Hundred Fifty-One Dollars
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and 25/100 ($38,351.25) for the value of electricity provided to the Demised
Premises; and the fixed rent payable for the Demised Premises for the period
October 1, 1996 through February 2, 2000 shall be at the rate of Three Hundred
Eighty-Two Thousand Seven Hundred Sixty-Nine Dollars and 25/100 ($382,769.25)
including Thirty-Eight Thousand Nine Hundred Sixty-Nine Dollars and 25/100
($38,969.25) for the value of electricity provided to the Demised Premises; and
the fixed rent payable for the Demised Premises commencing February 3, 2000
through February 2, 2005 shall be Four Hundred Ten Thousand Sixty-Nine Dollars
and 25/100 ($410,069.25) including Thirty-Eight Thousand Nine Hundred Sixty-Nine
Dollars and 25/100 ($38,969.25) for the value of electricity provided to the
Demised Premises.
4. Adjustment of Rent. Article 38A and Article 38B of the Lease are
amended as follows:
A. For the period June 1, 1996 through September 30, 1996:
(i) the Demised Premises (which are comprised from approximately
15,000 square feet) shall be divided into six portions as
follows: Portion 1 comprised of 4,275 square feet, Portion 2
comprised of 1,305 square feet, Portion 3 comprised of 4,640
square feet; Portion 4 comprised of 2,985 square feet, Portion
5 comprised of 445 square feet; and Portion 6 comprised of
1,350 square feet.
(ii) the term "Present Taxes" for Portion 1 shall mean taxes
imposed on the Real Property for the fiscal year from July 1,
1986 through June 30, 1987;
(iii) the term "Present Taxes" for Portion 2 shall mean taxes
imposed on the Real Property for fiscal year July 1, 1992
through June 30, 1993;
(iv) the term "Present Taxes" for Portions 3, 4, 5 and 6 shall
mean taxes imposed on the real property for the fiscal year
from July 1, 1994 through June 30, 1995;
(v) the percentage multiplier as set forth in Article 38A and
Article 38B for Portion 1 shall be 1.464%; for Portion 2 shall
be .447%; for Portion 3 shall be 1.191%; for Portion 4 shall
be .894%; for the Portion 5 shall be .101%, and for Portion 6
shall be .394%.
(vi) the "Base Year for Operating Costs" pursuant to Article 38B
shall be 1986 for Portion 1; 1992 for Portion 2; and, 1995
for Portions 3, 4, 5 and 6.
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B. For the period from October 1, 1996 through the Expiration Date:
(i) the percentage multiplier of 4.097% shall be applicable
(this percentage does not include .394% for Portion 6); and,
(ii) the term "Present Taxes" for the Demised Premises shall mean
Taxes imposed on the Real Property for fiscal year July 1,
1994 through June 30, 1995 and the Base Year for Operating
Costs under Article 38B shall be the year ending December 31,
1995.
During the periods set forth in Paragraph 4A and 4B hereof all other
provisions of Article 38A and 38B of the Lease shall be applicable.
5. Electricity. Effective as of June 1 through September 30, 1996, Article
40 of the Lease is modified to provide that the fixed annual rent specified in
the Granting Clause shall include Thirty-Eight Thousand Three Hundred Fifty-One
Dollars and 25/100 ($38,351.25) for the value of electricity to be furnished to
the Demised Premises; and effective October 1, 1996 through the Expiration Date
the fixed annual rent specified in the Granting Clause shall include
Thirty-Eight Thousand Nine Hundred Sixty-Nine Dollars and 25/100 ($38,969.25)
for the value of electricity provided to the Demised Premises.
6. The Exhibit A-3 Premises.
Tenant shall have the right to use the Exhibit A-3 Premises for its
own storage purposes only. In the event Tenant shall elect to use the Exhibit
A-3 Premises for office use (or for a use other than for storage) Tenant must do
the following:
A. Tenant shall notify Landlord of its desire to change the use of the
Exhibit A-3 Premises ("Tenant's Notice");
B. Tenant shall retain the services of OCC as its general contractor
at tenant's sole cost and expense to do the installations, and work to be
performed in the Exhibit A-3 premises (the "Tenant's A-3 Premise Work").
Provided that Tenant notifies Landlord of its desire to change the use of the
Exhibit A-3 Premises, Landlord agrees to contribute towards the
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cost of Tenant's work an amount equal to 11% of Fifty-Six Thousand Seven Hundred
Dollars and 00/100 ($56,700.00) for each full year of the term that remains
after the date of Tenant's Notice ("Landlord's Exhibit 3-A Construction
Allowance"). Payment will be made against invoices for work performed within
twenty (20) days after receipt by Landlord of such invoices. Tenant shall submit
to Landlord for Landlord's approval plans reflecting Tenant's work to be
performed in the Exhibit A-3 Premises ("Tenant's A-3 Plans"). Tenant shall pay
any cost for Tenant's work in excess of Landlord's Exhibit A-3 Construction
Allowance. OCC shall perform Tenant's work based on commercially competitive
charges and in accordance with Tenant's plans and shall obtain competitive bids
from subcontractors. The provisions of Paragraph 2B and 2C shall apply with
regard to the completion of Tenant's work in the Exhibit A-3 Premises, where
applicable. Any portion of Landlord's Exhibit A-3 Construction Allowance not
utilized by Tenant in connection with work to be performed in the Exhibit A-3
Premises shall be credited by Landlord against fixed rent due under the Lease.
C. The Substantial Completion Date for Tenant's work in the Exhibit
A-3 Premises shall be five (5) days after Tenant has received notice that OCC
shall have substantially completed Tenant's work in the Exhibit A-3 Premises in
accordance with Tenant's plans. Upon the Substantial Completion Date for the
Exhibit A-3 Premises, (i) the fixed rent provided for in the Granting Clause of
the Lease shall be increased by the amount off Twenty Thousand Two Hundred Fifty
Dollars and 00/100 ($20,250.00) per year, including Four Thousand Fifty Dollars
and 00/100 ($4,050.00) for the value of electricity to be provided to the
Exhibit A-3 Premises through February 2, 2000 and Twenty-Two Thousand Nine
Hundred Fifty Dollars and 00/100 ($22,950.00) per year including the value of
electricity of Four Thousand Fifty Dollars and 00/100 ($4,050.00) from February
3, 2000 through the Expiration Date; and, (ii) the percentage multiplier of
4.097% shall be increased by .394% to 4.491%.
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D. Pursuant to Paragraph 3 hereof, Tenant is paying to Landlord
Sixteen Thousand Two Hundred Dollars and 00/100 ($16,200.00) as fixed rent for
the Exhibit A-3 Premises. In the event Landlord receives Tenant's Notice within
one (1) year from the Substantial Completion Date for the Exhibit A-2 Premises,
Landlord shall increase the amount of Landlord's Exhibit 3-A Construction
Allowance by fifty (50%) percent of that portion of the Sixteen Thousand Two
Hundred Dollars and 00/100 ($16,200.00) paid by Tenant to Landlord as fixed rent
through the date of receipt of Tenant's Notice.
7. Delivery and Execution.
Submission by Landlord of this Third Lease Modification Agreement for
execution by Tenant shall confer no rights or impose any obligations on either
party unless and until both Landlord and Tenant shall have executed this Lease
and duplicate originals thereof shall have been delivered to the respective
parties.
8. Miscellaneous.
The covenants, conditions, and agreements contained in this Lease
Modification shall bind and inure to the benefit of Landlord and Tenant and
their respective heirs, distributees, executors, administrators, successors, and
except as otherwise provided in the Lease, their assigns.
It is expressly understood that in all other respects, the terms and
conditions of the Lease shall remain in full force and effect.
9. Brokers.
Tenant covenants, represents and warrants that Tenant had no dealings
or negotiations with any broker, or agent in connection with the consummation of
this Lease, and Tenant covenants and agrees to pay, hold harmless and indemnify
Landlord from and against any and all costs, expenses (including reasonable
attorney's fees) or liability for any
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compensation, commissions or charges claimed by any broker or agent with respect
to this Lease or the negotiation thereof caused by Tenant's acts. Landlord
covenants represents and warrants that Landlord had no dealings or negotiations
with any broker, or agent in connection with the consummation of this Lease, and
Landlord covenants and agrees to pay, hold harmless and indemnify Tenant from
and against any and all costs, expenses (including reasonable attorneys' fees)
or liability for any compensation, commissions or charges claimed by any broker
or agent with respect to this Lease or the negotiation thereof caused by
Landlord's acts.
IN WITNESS WHEREOF, the parties hereto have respectfully signed and sealed
this Third Lease Modification Agreement as of the day and year first above
written.
XXXXXXX PROPERTIES PARTNERS, as Agent
By: /s/ Signature
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General Partner
VIDEO BROADCASTING CORPORATION
By: /s/ J. Xxxxxx XxXxxxxxx
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Diagram of
000 XXXXX XXXXXX
9TH FLOOR PLAN
EXHIBIT "A" - ALL FIGURES AND DIMENSIONS ARE APPROXIMATE.
Diagram of
000 XXXXX XXXXXX
9TH FLOOR PLAN
EXHIBIT "A-1" - ALL FIGURES AND DIMENSIONS ARE APPROXIMATE.
Diagram of
000 XXXXX XXXXXX
9TH FLOOR PLAN
EXHIBIT "A-2" - ALL FIGURES AND DIMENSIONS ARE APPROXIMATE.
Diagram of
000 XXXXX XXXXXX
9TH FLOOR PLAN
EXHIBIT "A-3" - ALL FIGURES AND DIMENSIONS ARE APPROXIMATE.
