EXHIBIT 10.13
THIS AGREEMENT, made this 4th day of April, l997, between THE ▇▇▇▇▇▇,
CHURCH-WARDENS AND VESTRYMEN OF TRINITY CHURCH IN THE CITY OF NEW YORK, a
religious corporation in the State of New York, having its office and address at
▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ in the Borough of Manhattan, City, State and County of New York
(hereinafter referred to as the "Landlord"), and DELIA'S, INC., a Delaware
Corporation, having its place of business at ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇
▇▇▇▇▇▇▇▇▇, ▇▇▇▇, ▇▇▇▇▇▇ and State of New York (hereinafter referred to as the
"Tenant").
W I T N E S S E T H :
WHEREAS, the Landlord and Delia's LLC entered into an agreement of
lease dated May 3, 1995, modified September 26,1996 herein the Landlord leased
to the Tenant a portion of the 3rd Floor as described in the lease, in the
building of the Landlord known as ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, for a
term to commence May 1, 1995, and expire (unless sooner terminated in accordance
with the provisions of the lease) on April 30, 2003 at the rent and additional
rents and on the other terms and covenants set forth in such lease (the said
lease is hereinafter referred to as the "Lease" and the premises thereby demised
are hereinafter referred to as the "Original Premises"), and
WHEREAS, Delia's LLC assigned all of its right, title and interest in
the Lease to the Tenant; and
WHEREAS, Tenant wishes to (i) take and hire additional space in said
building consisting of another portion of the 3rd floor as hatched in red on the
diagram attached hereto and made part of the Agreement and marked Exhibit "B"
(such additional space is hereinafter referred to as the "Additional Space"),
and (ii) extend the term of the Lease to March 31, 2007, and the Landlord is
willing to agree to such extension and lease the Additional Space to the Tenant
on the terms herein prescribed and otherwise on those set forth in the Lease;
and
WHEREAS, the Landlord and the Tenant desire to modify the Lease
accordingly.
NOW, THEREFORE, it is hereby mutually covenanted and agreed between
the parties hereto as follows:
l. The Lease shall be and it hereby is modified in the following
respects effective as of April 1, 1997:
(a) By making the Additional Space a part of the Premises demised
under the Lease which the Landlord lets and leases to the Tenant and the Tenant
takes and hires from the Landlord for the remainder of the term of the Lease and
upon all of the terms, covenants and conditions of the Lease except as they are
herein modified.
(b) The fixed annual rent payable under the Lease shall be increased
to the annual rates of (i) $268,960.00 during the period commencing on April 1,
1997 and ending on April 30, 1998 payable in monthly installments of $22,413.33
payable in advance on the first day of each calendar month and (ii) of
$309,835.00 during the period commencing on May 1, 1998 and ending April 30,
2003, payable in monthly installments of $25,819.58 payable in advance on the
first of each calendar month.
(c) The definition of "Tenant's Proportionate Share" shall be adjusted
to reflect the addition of the Additional Space.
(d) For the purposes of computing the escalations from and after March
31, 1997 in respect to both the Original Premises and the Additional Space, the
following changes are made to Article THIRTY-SEVENTH of the Lease:
(i) The term "Base Index" shall mean the Index as last published
prior to April 1, 1997.
(ii) The term "Base Year" shall mean the calendar year 1997.
(iii) The term "Computation Date" shall mean the first day of April,
1998 and, in Subsequent Years, its anniversary date.
(iv) "Statements for the Tenant" shall be furnished on or before May
1, 1998, and on or before that day in each Subsequent Year.
(e) By increasing the amount deposited pursuant to Article
TWENTY-EIGHTH of the Lease by $26,659.99 (that is, from $24,979.16 to
$51,639.15), which additional amount shall be deposited by the Tenant
simultaneously with the execution of this lease amendment.
(2)
(f) By extending the term of the Tenant thereunder for a further term
of 3 years and 11 months beginning May 1, 2003, and expiring March 31, 2007
(unless sooner terminated in accord with the provisions of the lease), during
which period the Tenant shall pay fixed rent at the rate of $323,460.00 per
annum. The Tenant shall also pay additional rent as set forth in (i) Article
THIRTY-SEVENTH (or THIRTY-EIGHTH) of the Lease and (ii) Sections 1(c) and 1(d)
of this Lease Amendment.
2. The Tenant is hereby granted the privilege of occupying the
Additional Space subject to all of the terms, covenants and conditions of the
lease, including but not limited to, the payment of any service charges for
electric current, water, sprinkler maintenance and any overtime elevator or heat
service and to the payment of any additional rent payable pursuant to the
provisions of Article THIRTY-SEVENTH of the Lease but otherwise free of the
payment of fixed rent ($13,330.00 per month) during the following periods:
(i) During the period beginning with the tender of possession of the
Additional Space by the Landlord to the Tenant at any time prior to the
commencement of the term of this lease and ending on March 31, 1997, the date
prior to the commencement of the term.
(ii) During the period of the term of this lease commencing on April
1, 1997, or such later date on which the Landlord tenders the Additional Space
with the work referred to in paragraph 5 hereof substantially completed and
ending 120 days thereafter.
(iii) During the one month periods during the term of this lease
commencing on April 1 and ending on April 30, in each of the years 2002, 2003
and 2004.
The right to occupy the premises free of rent during the periods set
forth in clauses (ii) and (iii) above shall be subject to the condition that the
Tenant shall not default in the payment of any other fixed rent, or any
additional rent or any other charge due under this lease or in the performance
of the other terms, covenants and conditions thereof. In the event of any such
default, then fixed annual rent at the monthly rate set forth in this lease
shall be payable during the period in which the Tenant would otherwise be
entitled to the use of the
(3)
premises free of fixed annual rent. Any such payment shall be paid within l0
days following demand and shall constitute additional rent under this lease.
3. In the event that the Landlord, for any reason, shall be unable to
give possession of the Additional Space hereby demised by the first day of
April, 1997, the Lease shall nevertheless continue in full force and effect and
the Landlord shall tender and the Tenant will take possession of said Additional
Space under the terms herein as soon as the Landlord shall have tendered
possession thereof to the Tenant; the fixed rent applicable to the Additional
Space ($13,330 per month), however, to begin on the date which is the 121st day
following the date upon which such possession is tendered to the Tenant.
4. The Tenant represents that no broker, licensed or otherwise, was
involved in the making of this lease or brought the premises to the attention of
the Tenant and that all of the negotiations respecting this lease were conducted
with and through the offices of the Landlord.
If the foregoing representation is breached, the Tenant agrees to
indemnify and hold Landlord harmless from any and all costs and expenses,
including without limitation, Landlord's legal fees and expenses paid or
incurred by Landlord in connection with any claim by a broker, co-broker and/or
finder in connection with this lease.
5. It is agreed that the following work is to be done in the
Additional Space by the Landlord at the Landlord's expense:
a) Landlord will remove existing ceiling hung A/C unit and all
unused piping and conduit.
b) Demolish all existing sheetrock walls and dropped ceiling.
c) Replace all cracked/broken windows and change any opaque window
panes to clear glass and clean once at commencement of lease.
d) Provide ACP-5 form.
e) Landlord to deliver existing 400 amps 3-phase power with meter
and switch at existing location. All electrical distribution and
relocation of electrical risers/panels to be at tenant's expense.
(4)
f) Replace existing fire exit door in southwest corner of premises
with new door and building standard hardware.
g) Turn over existing perimeter radiators in good working order.
h) Deliver existing sprinkler system in good working order and all
dropped heads to be raised to original condition.
i) Tenant to be responsible for all floor finishes.
j) Landlord will perform alterations to the perimeter floor
penetrations as recommended by Landlord's engineer (▇▇▇▇▇▇ &
Associates, Inc.)
k) Landlord will reimburse tenant up to $34,500.00 upon receipt of
invoices marked "paid in full" and waiver of lien forms. Landlord
contribution to be utilized for the installation/renovation of
bathrooms and for the demolition of existing demising block
walls.
l) Wrap 39 pipes with insulation as per ▇▇▇▇▇▇ & Associates, Inc.
recommendations.
6. Except as modified in accord with the provisions of this Agreement,
the Lease is hereby ratified and affirmed and the Tenant covenants and agrees to
keep and perform the obligations of the Lease as hereby modified.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the day and year first above written.
THE ▇▇▇▇▇▇, CHURCH-WARDENS AND
VESTRYMEN OF TRINITY CHURCH IN
THE CITY OF NEW YORK
[CORPORATE SEAL]
ATTEST:
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Executive Vice President Director of Leasing
of Real Estate
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇
Finance Department
[CORPORATE SEAL]
ATTEST: DELIA'S, INC.
(5)
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇ By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Name: ▇▇▇▇▇▇▇ ▇▇▇▇ Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Title: Chief Financial Officer
