FOURTH MODIFICATION OF LEASE
Exhibit
10.124
FOURTH
MODIFICATION OF LEASE
This
Fourth Modification of Lease made as of this __ day of January. 2006 by and
between XXXXXXX MANAGEMENT CORP. AS MANAGER FOR FRENCH PARTNERS LLC AND NEW
YORK
FRENCH BUILDING CO-INVESTORS, LLC, TENANTS-IN-COMMON, having an address
at 0 Xxxx Xxxxx, Xxx Xxxx, Xxx Xxxx, 00000 (hereinafter referred to as the
"Landlord") and XXXX PHILIPPE FRAGRANCES, LLC, having an address at 000 Xxxxx
Xxxxxx, Xxx Xxxx, Xxx Xxxx, 00000, (hereinafter referred to as the
“Tenant”).
WITNESSETH
WHEREAS,
Landlord's predecessor in interest and Tenant's predecessor in interest have
entered into a certain lease dated January 13, 1992,as amended by Modification
of Lease dated June 17, 1994. Second Modification of Lease dated April 30,
1997
and Third Modification of Lease dated June 17, 2002 (hereinafter collectively
referred to as the "Lease”) for a portion of the fifteenth (15th) floor
(hereinafter referred to as the "Current Demised Premises") in the building
known as 000 Xxxxx Xxxxxx, collectively known as Xxxxx 0000, Xxx Xxxx, Xxx
Xxxx
00000 (hereinafter referred to as the "Building").
WHEREAS,
Tenant wishes to lease additional space on the fifteenth (15th) floor, known
as
Suite 1502, as more fully indicated on the attached Exhibit "A", from the
Landlord (hereinafter referred to as the "Additional Space") and Landlord is
willing to lease said Additional Space to Tenant.
NOW
THEREFORE. in consideration of these promises, mutual covenants and agreements
contained herein and other good and valuable: consideration, receipt of which
is
hereby acknowledged the parties hereby agree as follows:
I.
Commencing March 1, 2006
A.
The
Additional Space and the Current Demised Premises shall be together known as
the
Demised Premises (hereinafter referred to as the "Demised
Premises").
B.
The
billing for the Additional Space shall be separate and apart from the billing
for the Current Demised Premises and accordingly the annual rent rate for the
Additional Space only shall be as more fully indicated on the attached Exhibit
"B".
II.
Article 35A of the Lease shall be amended in connection with the Additional
Space only so that Tenant shall pay .30 percent of any increase in any of the
items included in the "Real Estate Taxes" and on the sixth (6th) line carrying
over to the seventh (7th) line the Base Tax Year in connection with the
Additional Space only shall be "July 1, 2006 through June 30, 2007.
III.
With
regard to the Additional Space only, landlord shall provide electric energy
to
the Tenant on a "rent inclusion" basis in accordance with Article 378 of the
lease. The Annual Rent set forth in Exhibit "B”, includes the annual amount of
$3,900..00 for electric energy on a rent inclusion basis for the Additional
Space only. All of the terms of Article 37 of the Lease, including but not
limited to the purchase of electric energy and the increase in the cost of
the
purchase of Building electricity above $3,900.00, shall be applicable for the
Additional Space.
IV.
Tenant agrees to accept the Additional Space in its "as is" condition except
landlord agrees
to
demolish the Additional Space.
V.
Article 36 of the lease shall be amended in connection with the Additional
Space
only so that in subparagraph (b) the term "Base Operating Period", as it applies
to the Additional Space only shall mean the calendar year commencing January
1,
2006. Subparagraph (e) shall be amended so that the term “Tenant's Proportionate
Share" In connection with the Additional Space only shall mean 30%.
VI.
Tenant represents that it has dealt with no broker other than Xxxxxxx Management
Corp. Tenant agrees to indemnify and hold Landlord harmless (including
attorneys' fees) from and against any and all claims for brokerage commissions
made by any other party claiming to act for or on behalf of Tenant concerning
this transaction.
VII.
The
Limited Guaranty, attached hereto and marked Exhibit"C" is incorporated into
and
made a part of the Lease.
VIII.
This Fourth Modification of Lease shall be binding upon and Inure to the benefit
of the parties hereto, their respective heirs, legal representatives, successors
and permitted assigns.
IX.
Except as herein expressly modified, all terms, convenants and conditions of
the
Lease are hereby ratified and certified in all respects thereto.
IN
WITNESS WHEREOF the parties hereto have executed this instrument as of the
day
first above written.
XXXXXXX
MANAGEMENT CORP. AS
MANAGER
FOR FRENCH PARTNERS LLC
AND
NEW
YORK FRENCH BUILDING CO-
INVESTORS,
LLC, TENANTS-IN-COMMON
By:
[/s/_________]
XXXX
PHILIPPE FRAGRANCES LLC
INTER
PARFUMS, INC., SOLE MEMBER
By:
/s/
XXXXXXX XXXXXXXXX
XXXXXXX
XXXXXXXXX
EXECUTIVE
VICE PRESIDENT
EXHIBIT
“A”
[Floor
Plan Omitted]
EXHIBIT
“B”
Xxxx
Philippe Fragrances, L.L.C.
| Term: | Monthly: | Annual Rent: |
| 3/1/2006 - 2/28/2013 | $4,241.67 | $50,900.00 |
EXHIBIT
“C”
LIMITED
GUARANTY
The
undersigned Inter Parfums, Inc., a Delaware corporation, (“Guarantor”) as
additional consideration for XXXXXXX MANAGEMENT CORP. AS MANAGER FOR FRENCH
PARTNERS LLC AND NEW YORK FRENCH BUILDING CO-INVESTORS, L.L.C.,
TENANTS-IN-COMMON, Landlord, entering into a Fourth Modification of Lease that
modifies the Lease dated January 13, 1992, Modification of Lease dated June
17,
1994, Second Modification of Lease dated April 30, 1997, and Third Modification
of Lease dated June 17, 2002 (collectively the original lease and all four
(4)
modification agreements are hereinafter referred to as the “Lease”) with XXXX
PHILIPPE FRAGRANCES, LLC, as Tenant, with respect to premises located in 000
XXXXX XXXXXX, XXX XXXX, XXX XXXX, 00000, more fully described in the Fourth
Modification of Lease of eve date herewith, hereby personally guarantees to
Landlord the payment of all Annual Rent and additional rent and other charges
due to Landlord under the Lease or otherwise, which accrues up to and until
the
date on which the Demised Premises are vacated and the keys and possession
of
the Demised Premises are turned over to Landlord and are available for
re-renting provided, however, that Tenant has given Landlord thirty (30) days
prior written notice of the date on which the Demised Premises will be so
vacated and that all items of repair and maintenance of the Demised Premises
under the Lease to be performed by the Tenant have been performed. Guarantor
hereby agrees that any repair and maintenance necessary to be performed to
the
Demised Premises due to the willful misconduct or gross negligence of Tenant,
shall be performed by the Guarantor, prior to the vacating of the Demised
Premises.
I
addition, should the term of the Lease end by virtue of the Tenant’s default,
the Tenant’s property, fixtures and installations and any and all property
fixtures and installations which the Tenant has permitted to be brought upon
the
premises or installed in the premises, which may be required to be removed
at
the expiration or termination of Tenant’s occupancy in accordance with the terms
of the Lease, shall be removed by the Tenant at or prior to such termination
and, if not so removed, the undersigned Guarantor agrees to reimburse Landlord
for any and all expenses in connection therewith, and to hold the Landlord
harmless from any claims or liability in connection with such removal. This
Guaranty shall not include a guarantee of the obligation of the Tenant to
replace any item beyond repair other than plate glass, but shall include such
guarantee or replacement in the event that such replacement is necessitated
by
the acts or omissions of the Tenant, its agents, employees, or invitees, or
by
failure of the Tenant to make timely repairs.
The
Guarantor executes this Guaranty knowing that the Landlord will rely upon the
same in entering into said Agreement of Lease.
Guarantor
further understands and agrees that:
1.
Landlord may (but is not obligated to) first look to the Guarantor for any
Annual Rent, additional rent, or other guaranteed obligations of Tenant, before
applying any security monies held under this Lease. In such event, Guarantors
would be obligated to pay to Landlord any Annual rent and/or additional rent,
and perform any of the above obligations prior to Landlord’s applying any
security held.
2.
The
Guarantor may, at Landlord’s option, be joined in any action or proceeding
commenced by Landlord against Tenant in connection with and based upon any
covenants and obligations in said Lease, which have been guaranteed by
guarantor, and that the undersigned hereby waives any demand by Landlord and/or
prior action by Landlord of any nature whatsoever against Tenant.
3.
This
Guaranty shall remain and continue in full force and effect notwithstanding
the
alteration of the said Lease by the parties thereto whether prior to or
subsequent to the execution hereof and as to any renewal, extension,
modification or amendment of said Lease and as to any assignment of Tenant’s
interest in said lease, and the Guarantors do hereby waive notice of any of
the
foregoing and agree that the liability of the Guarantors hereunder shall not
be
discharged, in whole or in part thereby, and shall be based upon the obligations
set forth in said Lease as the same may be altered, renewed, extended, modified,
amended, or assigned.
4.
Guarantor’s obligations hereunder shall remain fully binding although Landlord
may have waived one or more defaults by Tenant, extended the time of performance
by Tenant, released, returned or misapplied other collateral given later an
additional security (including other guarantees) and released Tenant from the
performance of its obligations under such Lease.
5.
This
Guaranty shall remain in full force and effect notwithstanding the institution
by or against Tenant of bankruptcy, reorganization, readjustment, receivership
or insolvency proceedings of any nature, or the disaffirmance of said Lease
in
an such proceedings or otherwise.
6.
If
this Guaranty is signed by more than one party, their obligations shall be
joint
and several and of the release of one of such guarantors shall not release
any
other of such guarantors.
7.
This
Guaranty shall be applicable to and binding upon the heirs, representatives,
successors and assigns of Landlord, Tenant and Guarantors.
8.
This
Guaranty shall be interpreted in accordance with the laws of the state of New
York. Guarantors agree to submit to the jurisdiction of the State of New
York.
Signed
by
Guarantor this ______ day of February, 2006
INTER
PARFUMS, INC. a Delaware Corporation
By:
/s/
Xxxxxxx Xxxxxxxxx
Xxxxxxx
Xxxxxxxxx, Executive VP
Tax
Pay
ID No.: 00-0000000
000
Xxxxx
Xxxxxx
Xxx
Xxxx,
XX 00000
/s/_____________________
Witness
