Exhibit 10.55
AMENDMENT OF LEASE
This Amendment of Lease (this "Agreement"), dated as of the 6th day
of December, 1995, between XXXXXX TELEGRAPH ASSOCIATES, a New York limited
partnership with an office c/o Williams Real Estate Co. Inc., 000 Xxxxx Xxxxxx,
Xxx Xxxx, Xxx Xxxx 00000 ("Landlord") and INTERNATIONAL TELECOMMUNICATIONS
CORPORATION, a Delaware corporation with an address at 00 Xxxxxx Xxxxxx, Xxx
Xxxx, Xxx Xxxx 00000 ("Tenant")
W I T N E S S E T H:
WHEREAS:
A. Landlord and Tenant entered into a lease dated as of September
29, 1995 (the "Existing Lease") pursuant to which Tenant now leases certain
premises on the eleventh (11th) floor (the "01d Premises") in the building known
as 00 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx (the "Building").
B. Tenant wishes to lease a portion of the ground floor of the
Building, as shown cross-hatched on the floor plan annexed as Exhibit A (the
"Ground Floor Portion") , and a portion of the basement of the Building, as
shown cross-hatched on the floor plan annexed as Exhibit B (the "Basement
Portion"; the Ground Floor Portion and the Basement Portion are hereinafter
collectively called the "New Premises") for the balance of the Term of the
Existing Lease, and Landlord is agreeable thereto.
NOW, THEREFORE, in consideration of the foregoing and the mutual
covenants hereinafter contained, Landlord and Tenant agree that the Existing
Lease is hereby amended as follows:
1. All terms contained in this Agreement shall, for the purposes
hereof, have the same meanings ascribed to them in the Existing Lease unless
otherwise defined herein. As used herein, the term "Lease" shall mean the
Existing Lease as amended by this Agreement.
2. Effective as of the date hereof, the "premises" or "demised
premises" shall be the Old Premises plus the New Premises. Tenant will lease the
New Premises in their "as is" condition and acknowledges that Landlord shall not
be obligated to perform any work whatsoever to the New Premises. Tenant shall,
at Tenant's expense, construct the demising wall separating the Basement Portion
from the rest of the basement as shown on Exhibit B in accordance with the
applicable provisions of the Lease. (The demising wall already exists with
respect to the Ground Floor Portion.) The lease of the New Premises shall be
upon all the terms and conditions contained in the Existing Lease except as
otherwise set forth herein.
3. Commencing on January 1, 1996, the Fixed Rent under the Lease
shall be increased by $42,350 per annum, for a total of $204,512 per annum; and
effective as of January 1, 2001 the Fixed Rent shall be further increased by
$3,934 per annum (in addition to the increase provided for in Article 41 (B) of
the Existing Lease), for a total of $223,188 per annum.
4. Effective as of January 1, 1996:
(i) Tenant's Proportionate Share (as defined in Article
37(D)of the Lease) shall be increased to 1.11%; and
(ii) The Multiplication Factor (as defined in Article 37(F)
of the Lease) shall be increased to 8883.
5. The Ground Floor Portion shall be used solely for the purpose of
housing a generator and the Basement Portion shall be used solely for the
purpose of housing a fuel tank.
6. Article 42(A) of the Existing Lease is hereby amended by adding
the words "contained in the Old Premises" after "rentable square feet" in the
second line thereof. Electricity consumed in or in connection with the New
Premises shall be measured by Tenant's submeter(s) and billed and paid for as
provided in Article 42 of the Existing Lease as amended hereby.
7. The covenants, agreements, terms and conditions contained in this
Agreement shall bind and inure to the benefit of the parties hereto and their
respective successors, and, except as otherwise provided in the Lease, their
respective assigns.
8. Except as amended by this Agreement, the Existing Lease and all
covenants, agreements, terms and conditions thereof shall remain in full force
and effect and the Existing Lease, as so amended, is hereby in all respects
ratified and confirmed.
9. Tenant covenants, represents and warrants that Tenant has had no
dealings or communications with any broker or agent other than Xxxxxxxx Real
Estate Co. Inc. (the "Broker") in connection with the consummation of this
Agreement and Tenant covenants and agrees to indemnify Landlord from and against
all costs, expenses (including reasonable attorneys' fees) and liability for any
commission or other compensation claimed by any broker or agent with whom Tenant
dealt other than the Broker with respect to this Agreement. Landlord agrees to
pay the Broker a commission pursuant to a separate agreement.
10. This Agreement may not be changed orally, but only by a writing
signed by the party against whom enforcement thereof is sought.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement
as of the day and year first above written.
XXXXXX TELEGRAPH ASSOCIATES
By: PMFWH Newcorp., Inc., General
Partner
By: /s/ Xxxx Xxxxxxx
------------------------------------
Xxxx Xxxxxxx, Vice President
INTERNATIONAL TELECOMMUNICATIONS
CORPORATION
By: /s/ Xxxxxxx X. Xxxxxx
------------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: President
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EXHIBIT A
[FLOORPLAN]
EXHIBIT B
[FLOORPLAN]
