Exhibit 10.12
FIRST AMENDMENT TO LEASE
This First Amendment to Lease, made and entered into this 20th day of
October 1997, by and between Amalgamated Trust & Savings Bank, as Trustee under
Trust No. 5261 ("Lessor") and JAMtv Corporation, a Delaware corporation,
("Lessee").
RECITALS
WHEREAS, Lessor and Lessee entered into a certain Lease dated May 29, 1997,
(hereinafter referred to as the "Lease") for certain premises identified as
Suite 560, consisting thereunder of approximately 9,622 rentable square feet as
outlined on Attachment "A-1" to the Lease, located on the Fifth Floor of the
Building located at 000 Xxxxx XxXxxxx Xxxxxx, Xxxxxxx, Xxxxxxxx (sometimes
referred to therein as the "Premises"); and
WHEREAS, Lessor and Lessee now desire to modify the Lease and certain
particulars.
NOW, THEREFORE, for and in consideration of the mutual promises and
covenants herein contained, and other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, the parties hereto
agree as follows:
1. AREA OF PREMISES. As of the Effective Date, as defined herein,
Lessee's Premises shall include an additional 2,433 rentable square feet on the
Fifth Floor of the Building, as cross hatched and outlined in Attachment "1A-1"
attached hereto and made a part of this First Amendment to Lease.
Specifically, the opening paragraph on Page 1 of the Lease shall be amended
as follows: after the words, "consisting of approximately" delete "9,622
rentable square feet (as outlined in Attachment "A-1" attached hereto and made
a part of this Lease) at:" and substitute in its place, "12,055 rentable square
feet (as outlined in Attachment "1A-1" attached hereto and made a part of this
First Amendment to Lease) at:"
2. BASE RENT. As of the Effective Date, as later defined herein, the
first sentence of Paragraph 1 of the Lease, "Base Rent" is hereby deleted with
the following inserted in its place:
"1. BASE RENT. Lessee shall pay to Lessor at the office of Lessor or
at such other place as Lessor may designate, the annual base rent as
follows:
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Term Annual Base Monthly Base
---- Rent Rent
---- ----
06/01/97 - Effective Date $153,952. $12,829.33
Effective Date - 05/31/98 $192,880. $16,073.33
06/01/98 - 05/31/99 $198,666. $16,555.00
06/01/99 - 05/31/00 $204,626 $17,052.17
06/01/00 - 05/31/01 $210,765 $17,563.75
06/01/01 - 05/31/02 $217,088 $18,090.67
which shall be paid and due in equal monthly installments, each in
advance on the first day of each and every calendar month during the
Term and at the then current rate for fractions of a month if the Term
shall commence or be terminated on any day other than the last day of
any month."
3. RENT ADJUSTMENT. As of the Effective Date, Paragraph 19(a) "Rent
Adjustment" is hereby modified as follows:
Delete all of Paragraph 19(a) after the words, "Adjusted Rent," as
follows:" and insert therein the following:
"The rental for each calendar year or fraction thereof after the Base
Year shall be increased or decreased for the following periods by the
following percentage:
06/01/97 - Effective Date 4.613%
Effective Date - 05/31/02 5.780%
of said increase or decrease in said Operating Expenses for the
calendar year immediately ended, provided, however, that in the event
of a decrease the reduction in the Adjusted Rent may never result in a
rent lower than the stipulated Base Rent as set forth in this Lease."
4. ADDITIONAL RENT. Paragraph 20 "Additional Rent" of the Lease shall be
amended as follows: wherever the term Base Rent is referred to or an amount
representing the Base Rent, such Base Rent shall mean, as of the Effective Date,
that amount as provided by Paragraph 2 of this First Amendment to Lease. The
computation of the Additional Rent shall be made in accordance with the terms as
originally provided in Paragraph 20 of the Lease, except as specifically
provided herein.
5. CONDITION OF PREMISES. Anything in this First Amendment to Lease and
the Lease to the contrary notwithstanding, it is understood and agreed between
the Lessor and Lessee that the Premises cross hatched in Attachment "1A-1" to
this First Amendment to Lease are being
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delivered by Lessor to Lessee in the condition as described on the
Workletter, attached hereto and made a part hereof.
6. EFFECTIVE DATE. This First Amendment to Lease shall be effective as of
November 1, 1997 (herein sometimes referred to as the "Effective Date").
7. CONFIRMATION OF LEASE. Lessee confirms and certifies that the Lease as
amended is in full force and effect and has not been modified (except as set
forth herein): the Term of the Lease expires on May 31, 2002; that Lessor is
not in default under the Lease; and on this date there are no existing defenses
or offsets which Lessee has against the enforcement of this Lease by Lessor.
8. EFFECTIVENESS OF LEASE. Except as expressly provided herein, nothing
in this First Amendment to Lease shall be deemed to waive or modify any of the
provisions of the Lease, or any amendment or addendum thereto. In the event of
any conflict between the Lease and this First Amendment to Lease, this First
Amendment to Lease shall prevail.
9. SUCCESSORS AND ASSIGNS. This First Amendment to Lease shall be binding
upon and inure to the benefit of the heirs, executors, administrators,
successors and assigns of the respective parties hereto.
10. COUNTERPARTS. This First Amendment to Lease may be executed in
several counterparts, each of which may be deemed an original, but all of which
together shall constitute one and the same agreement.
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IN WITNESS WHEREOF, the parties hereto have executed this First Amendment
to Lease as of the day and year first written above.
LESSOR:
MAC MANAGEMENT CO., INC., as
agent for the holder of the
beneficial interest under
Amalgamated Trust & Savings
Bank, not individually, but as
Trustee under Trust No. 5261
By /s/ Lessor
---------------------------
Its _______________________
ATTEST:
By /s/ Lessor
------------------------
Its ______ Secretary
LESSEE:
JAMtv Corporation, a Delaware corporation
By /s/ Company
---------------------------
Its _______________________
ATTEST:
By /s/ Company
----------------------
Its ______ Secretary
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STATE OF ILLINOIS )
) SS
COUNTY OF XXXX )
I, /s/ Notary, a Notary Public in and for said County in the State
aforesaid, do hereby certify that /s/ Company, an Officer of JAMtv
Corporation, personally known to me to be the same person whose name is
subscribed to the foregoing instrument, appeared before me this day in person
and acknowledged that he signed and delivered the said instrument as his own
free and voluntary act.
Given under my hand and notarial seal this _______ day of _______________,
199__.
/s/
-------------------
Notary Public
My commission expires: ____________________
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