Exhibit 10.55
FOURTEENTH AMENDMENT TO LEASE
This Amendment made as of the 28th day December, 1998 is by and between
GROVE STREET ASSOCIATES OF JERSEY CITY LIMITED PARTNERSHIP, a New Jersey
limited partnership having an office at c/o Xxxx-Xxxx Realty Corporation, 00
Xxxxxxxx Xxxxx, Xxxxxxxx, Xxx Xxxxxx 00000 (hereinafter called "Landlord"), and
XXXXXXXXX, LUFKIN & XXXXXXXX SECURITIES CORPORATION, a Delaware corporation
having an office at 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (hereinafter
called "Tenant").
WITNESSETH
WHEREAS, Landlord and Tenant have previously entered into a Lease as
described on the attached Schedule #1 covering certain premises in the building
at 0 Xxxxxxxx Xxxxx, Xxxxxx Xxxx, Xxx Xxxxxx (the "Building"); and
WHEREAS, Tenant wishes to lease a portion of the space on the 12th floor
of the Building, currently leased to Combined Data Resource, Inc.
WHEREAS, the Expiration Date of the Lease is July 13, 2009.
WHEREAS, Landlord and Tenant desire to amend the Lease as set forth
herein.
NOW, THEREFORE, in consideration of the foregoing, the sum of Ten Dollars
($10.00) and other good and valuable consideration the receipt and sufficiency
of which are hereby acknowledged, Landlord and Tenant do hereby agree to amend
and modify the Lease as follows:
1. All defined terms used in this Amendment shall have the meanings ascribed
to them in the Lease unless otherwise defined herein.
2. The recitals set forth above are incorporated herein by reference.
3. From and after January 1, 1999, Landlord hereby leases to Tenant and
Tenant hereby hires from Landlord approximately 6,811 rentable square feet
on the 12th floor of the Building (the "CDR" Space) as shown cross-hatched
on the attached Exhibit A. Tenant has fully inspected the CDR Space, is
satisfied with the condition thereof, and agrees to accept possession of
the CDR Space in its current "AS-IS" condition, subject to reasonable wear
and tear and damage by fire or other cause.
4. The term applicable to the CDR Space shall commence on October 1, 1998
(the "CDR Commencement Date") and shall expire on the Expiration Date of
the Lease.
5. The first sentence of Section 1.02 of the Lease is hereby amended to read
in its entirety as follows:
"The premises hereby leased to Tenant are described on the attached
Schedule #2."
6. In addition to the fixed rent to be paid to Landlord by Tenant for the
Premises as previously set forth in the Lease, Tenant shall pay Landlord
fixed rent for the CDR Space as follows:
(i) TEN THOUSAND EIGHT HUNDRED TWENTY-NINE AND 49/100 DOLLARS
($10,829.49) per month for the period commencing October 1, 1998 to
July 13, 1999;
(ii) TWELVE THOUSAND NINE HUNDRED NINETY-SEVEN AND 66/100 DOLLARS
($12,997.66) per month for the period commencing July 14, 1999 to
July 13, 2004;
(iii) FIFTEEN THOUSAND FIVE HUNDRED NINETY-SEVEN AND 19/100 DOLLARS
($15,597.19) per month for the period commencing July 14, 2004 to
July 13, 2009.
The fixed rent shall be payable in the same manner and under the same
terms and conditions as the fixed rent currently provided in the Lease.
7. As of January 1, 1999, Section 5.01(e) of the Lease is amended to provide
that Tenant's Proportionate Share shall be 68.41% (67.32% + 1.09%), and
that the agreed upon rentable square foot area of the Demised Premises
shall be deemed to be 425,472 square feet. As of October 1, 2000, Section
5.01(e) of the Lease is amended to provide that Tenant's Proportionate
Share shall be 72.33% (68.41% + 3.92%), and that the agreed upon rentable
square foot area of the Demised Premises shall be deemed to be 449,85l
square feet.
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8. As of January 1, 1999, Section 5.07(k) of the Lease is amended to provide
that Tenant's Operational Proportionate Share shall be 69.16% (68.06% +
1.1%). As of October 1, 2000, Section 5.07(k) of the Lease is amended to
provide that Tenant's Operational Proportionate Share shall be 73.12%
(69.16% + 3.96%).
9. The garage parking space allocation applicable to the CDR Space is six (6)
spaces. At any time during the Term, Tenant may elect to lease all or less
than all of these spaces by sending written notice to Landlord of its
intention to lease same. Upon Tenant's election to lease the garage
parking spaces, Tenant agrees to pay Landlord the monthly rate Landlord is
then charging other tenants in the Building for each space so leased.
10. a. The cost of electric current which is supplied by Landlord for use
by Tenant in the CDR Space, other than for air conditioning
purposes, shall be reimbursed to the Landlord at terms,
classification and rates normally charged by the public utilities
corporation serving that part of the municipality where the Premises
are located.
b. Landlord shall, prior to January 1, 1999, estimate the electric
power demand of the electric lighting fixtures and the electric
equipment of Tenant to be used in the CDR Space to determine the
avenge monthly electric consumption thereof. During the Term, Tenant
shall pay to Landlord, in advance, on the first day of every month
in conjunction with Tenant's monthly payments of fixed rent, the
amount estimated by Landlord as Tenant's monthly consumption. Said
amounts shall be treated as Additional Rent due hereunder.
Proportionate sums shall be payable for periods of less than a full
month if the term commences or ends on any other than the first or
last day of the month. Within sixty (60) days of the October 1,
1998, Tenant agrees that Landlord's electrical engineering
consultant shall make a survey of electric power demand of the
electric lighting fixtures and the electric equipment of Tenant used
in the CDR Space to determine the average monthly electric
consumption thereof, and the costs of said survey shall be borne by
Tenant. The findings of said consultant as to the average monthly
electric consumption of Tenant shall, unless objected to by Tenant
within thirty (30) days, be conclusive and binding on Landlord and
Tenant. After Landlord's consultant has submitted its report, Tenant
shall pay to Landlord, within ten (10) days after demand therefor by
Landlord, any underpayment (based on the monthly consumption found
by such consultant as compared to Landlord's estimate) as owing from
the CDR Commencement Date, and the then expired months, to include
the then current month and thereafter, on the first day of every
month, in advance, the amount set forth as the monthly consumption
in said report. Any overpayments made by Tenant shall be credited
against the next electrical charges then payable to Landlord. If
Tenant objects to Landlord's consultant's survey, Tenant shall
nevertheless pay and continue to pay the amount determined by
Landlord's consultant until the issue is finally resolved, but
Tenant may, at its expense, seek the services of an independent
electrical consultant who shall make a survey as provided above. If
Landlord and Tenant's consultant cannot agree as to Tenant's
consumption within thirty (30) days of Tenant's consultant's
findings, either Landlord or Tenant may request the American
Arbitration Association in Somerset, New Jersey to appoint an
electrical engineering consultant whose decision shall be final and
binding on Landlord and Tenant, and whose cost shall be shared
equally. Upon the issue being finally resolved, any overpayment made
by Tenant shall promptly be refunded by Landlord and any
underpayment in Tenant's payments shall promptly be paid to
Landlord.
11. On or before February 1, 1999, Landlord shall provide Tenant a check in
the amount of NINETY-EIGHT THOUSAND SEVEN HUNDRED FIFTY-NINE AND 50/100
DOLLARS ($98,759.50) towards the cost of improving the Premises (the "CDR
Improvement Allowance"). The CDR Improvement Allowance must be used by
November 1, 1999, or the allowance shall be withdrawn. All work performed
in the CDR Space shall be governed by the provisions of Article 13
"Tenant's Changes" of the Lease. At Landlord's request, Tenant shall
furnish Landlord with copies of paid invoices evidencing the work
performed in the Premises which equals or exceeds the CDR Improvement
Allowance.
12. With respect to the Fourteenth Lease Amendment, Article 32 "Broker" is
hereby deleted and the following shall apply to the leasing of the CDR
Space: "Landlord and Tenant represent and warrant to each other that no
broker brought about this transaction, and the parties agree to indemnify
and hold each other harmless from any and all claims of any broker
(claiming to have dealt with the indemnifying party) arising out of or in
connection with the negotiations of or entering into of this Amendment by
Tenant and Landlord. Landlord represents that there is no commission due
to Xxxxxxx and Xxxxxxxxx in connection with this transaction pursuant to
any prior agreement between Landlord and Xxxxxxx and Wakefield.
2
13. The expiration date applicable to the Temporary Storage Space of 112
square feet located on the 14th Floor of the Building is May 30, 1996.
14. Tenant represents and warrants that this Amendment and the undersigned's
execution of same has been duly authorized and approved by the
corporation's Board of Directors. The undersigned officer of the
corporation represents and warrants he is an officer of the corporation
with authority to execute this Amendment on behalf of the corporation.
Landlord represents and warrants that this Amendment and the undersigned's
execution of same has been duly authorized and approved by all necessary
partnership and corporate actions. The undersigned officer of the
corporate general partner of Landlord represents and warrants that he is
an officer of the corporation with authority to execute this Amendment on
behalf of the corporate general partner of Landlord, and that the
corporate general partner of Landlord is authorized to execute this
Amendment on behalf of Landlord.
15. EXCEPT as modified herein, the Lease dated July 1, 1987 and all amendments
and sideletters applicable thereto covering the Premises shall remain in
full force and effect as if the same had been set forth in full herein and
Tenant and Landlord hereby ratify and confirm all of the terms and
conditions thereof. Tenant acknowledges that it has no offsets, defenses
or counterclaims to its obligations under the Lease as amended hereby.
THIS Amendment shall be binding upon and inure to the benefit of the
parties hereto and their respective legal representatives, successors and
permitted assigns.
GROVE STREET ASSOCIATES OF XXXXXXXXX, XXXXXX & XXXXXXXX
JERSEY CITY LIMITED PARTNERSHIP, SECURITIES CORPORATION,
LANDLORD TENANT
By: Xxxx-Xxxx Sub IV, Inc.
General Partner
By: /s/ Xxxxx X. Xxxxxx By: /s/ Xxxxxx X. Xxxxxx
---------------------------- --------------------------------
Xxxxx X. Xxxxxx Xxxxxx X. Xxxxxx, Xx. Vice President
Sr. Vice President - Leasing Director of Administration
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EXHIBIT A
LOCATION OF CDR SPACE
[FLOOR PLAN OMITTED]
SCHEDULE #1 TO LEASE DATED JULY 1, 0000
XXXXXXXX: Xxxxx Xxxxxx Associates of Jersey City Limited Partnership
TENANT: Xxxxxxxxx, Xxxxxx & Xxxxxxxx Securities Corporation
DESCRIPTION OF THE LEASE
DATE OF DOCUMENT DOCUMENT SUBJECT
---------------- -------- -------
July 1, 1987 Lease Original Document
July 1, 1987 First Amendment of the Lease 10th Floor Space
July 1, 1987 Side Letter Amendment
June 19, 1989 Side Letter Agreement
March 12, 1992 Second Amendment to Lease Mezz. B - Storage Space
December 27, 1992 Third Amendment to Lease 11th Floor Space
September 29, 1993 Side Letter Agreement
December 23, 0000 Xxxxxx Xxxxxxxxx to Lease Mezz. B - Storage Space
May 1, 1994 Fifth Amendment to Lease 12th Floor - Temp. Space
March 9, 1995 Sixth Amendment to Lease Mezz. B - Temp. Storage Space
June 16, 1995 Seventh Amendment to Lease 14th Flr. - Temp. Storage
Space
April 4, 1996 Eighth Amendment to Lease 14th & 15th Floor Space
April 4, 1996 Ninth Amendment to Lease 14th & 15th Floor Space
December 31, 1996 Tenth Amendment to Lease Floor 12A Space
February 7, 1997 Eleventh Amendment to Lease Dry cooler installation
August 18, 1997 Twelfth Amendment to Lease 12th Floor Space - 4,809 sf
January 12, 1998 Thirteenth Amendment to Lease Xxxxxxxx Space (Floors 12 & 12A)
SCHEDULE #2 to Lease dated July 1, 0000
Xxxxxxxx: Xxxxx Xxxxxx Associates of Jersey City Limited Partnership
Tenant: Xxxxxxxxx, Xxxxxx & Xxxxxxxx Securities Corporation
Description of the LEASED PREMISES
OFFICE STORAGE TEMPORARY
FLOOR(S) SPACE SPACE SPACE
-------- ----- ----- -----
2-9 256,925
10 35,820
-------
2-10 292,745
Lobby 4,800
-------
Lobby, 2-10 297,545
11 36,600
Lobby, 2-11 334,145
Storage(kitchen) 8,194
Storage Space #1 1,800
Storage Space #2 3,747
Storage-Temporary #1 794
14&15 73,200
12A 6,507 0 0
12 4,809
-------
Subtotal 418,661 13,741 794
CDR Space 6,811 0 0
------- ------ ---
Subtotal 425,472 13,741 794
Xxxxxxxx 12 10,307 0 0
Xxxxxxxx 12 14,072 0 0
TOTAL S.F. AREAS 449,851 13,741 794
January 10, 2000
Xxxxxx Xxxxxx
Senior Vice President
Xxxxxxxxx, Xxxxxx & Xxxxxxxx
Securities Corporation
0 Xxxxxxxx Xxxxx
Xxxxxx Xxxx, XX 00000
RE: Lease Agreements (collectively, The "Lease") more particularly described
on Exhibit "A" annexed hereto
Dear Xxx:
This letter shall serve to set forth and confirm our agreement that Xxxxxxxxx,
Lufkin & Xxxxxxxx Securities Corporation ("DLJ") as Tenant under the Lease shall
pay the fixed sum of $451,020.91 per year for each of the calendar years 2000
through 2004 as Tenant's Proportionate Share of management fee charges included
within Operating Expenses for the Premises. The fixed annual sum of $451,020.91
is comprised of $308,000.00 for the original space demised under the Lease and
$143,020.91 for the expansion space located on the 11th, partial 12th and 12A,
14th and 15th floors of the Building currently leased to Tenant. Without
admission or waiver by either Landlord or Tenant regarding management fee
charges for the period prior to 2000, DLJ agrees that $451,020.91 per annum
represents fair and reasonable management fee charges includable within Tenant's
Actual Share of Operating Expenses for the amount of area leased by Tenant as of
the date hereof for the years 2000 through and including 2004. If the area of
the Premises increases after the date hereof, then the management fee shall be
increased proportionately.
Landlord and Tenant further understand and agree that each shall cooperate and
negotiate in good faith with the other in an attempt to agree upon that amount
of management fee charges to be included in Tenant's Actual Share of Operating
Expenses for each calendar year from and including 2005 through the remaining
term of the Lease, provided, however, that in no event shall such amount be less
than the then current annual management fee paid by Tenant in 2004 or
$451,020.91 per year.
All capitalized terms used and not otherwise defined herein shall have those
meanings ascribed to them in the Lease. Except as modified herein, the Lease
remains otherwise unmodified and in full force and effect. Tenant agrees that
it has no offsets, defenses or counterclaims to its obligations under the Lease
as modified hereby.
Xxxxxx Xxxxxx
January 10, 2000
Page 2 of 2
Please acknowledge your agreement to the foregoing by signing both enclosed
counterparts of this letter where indicated and returning one counterpart to the
undersigned at the above address.
Sincerely,
Grove Street Associates of Jersey
City Limited Partnership, Landlord
By: Xxxx-Xxxx Sub IV, Inc.
General partner
By: /s/ Xxxxx X. Xxxx
--------------------------------
Xxxxx X. Xxxx
Chief Operating Officer
Agreement acknowledged this 11th day of January, 2000
Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation
By: /s/ Xxxxxx Xxxxxx
--------------------------------
Xxxxxx Xxxxxx
Xx. Vice President
BBC/nh
SCHEDULE #1 TO LEASE DATED JULY 1, 0000
XXXXXXXX: Xxxxx Xxxxxx Associates of Jersey City Limited Partnership
TENANT: Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation
DESCRIPTION OF THE LEASE
DATE OF DOCUMENT DOCUMENT SUBJECT
---------------- -------- -------
July 1, 1987 Lease Original Document
July 1, 1987 First Amendment of the Lease 10th Floor Space
July 1, 1987 Side Letter Amendment
June 19, 1989 Side Letter Agreement
March 12, 1992 Second Amendment to Lease Mezz. B - Storage Space
December 27, 1992 Third Amendment to Lease 11th Floor Space
September 29, 1993 Side Letter Agreement
December 23, 0000 Xxxxxx Xxxxxxxxx to Lease Mezz. B - Storage Space
May 1, 1994 Fifth Amendment to Lease 12th Floor - Temp. Space
March 9, 1995 Sixth Amendment to Lease Mezz. B - Temp. Storage Space
June 16, 1995 Seventh Amendment to Lease 14th Flr. - Temp. Storage
Space
April 4, 1996 Eighth Amendment to Lease 14th & 15th Floor Space
April 4, 1996 Ninth Amendment to Lease 14th & 15th Floor Space
December 31, 1996 Tenth Amendment to Lease Floor 12A Space
February 7, 1997 Eleventh Amendment to Lease Dry cooler installation
August 18, 1997 Twelfth Amendment to Lease 12th Floor Space - 4,809 sf
January 12, 1998 Thirteenth Amendment to Lease Xxxxxxxx Space (Floors 12 & 12A)
December 28, 1998 Fourteenth Amendment to Lease CDR Space (12th Floor Space)
EXHIBIT B
12 FLOOR "CDR" EXISTING CONDITIONS
[FLOOR PLAN OMITTED]
EXHIBIT C
DRINKER XXXXXX & XXXXXXX LLP
A Pennsylvania Limited Liability Partnership
000 Xxxxxx Xxxxx
Xxxxxxx Xxxx, Xxx Xxxxxx 00000-0000
(000) 000-0000
Attorneys for Plaintiff
Xxxxxxxxx, Lufkin & Jennette Securities Corporation
____________________________________
: SUPERIOR COURT OF NEW JERSEY
XXXXXXXXX, XXXXXX & XXXXXXXX : LAW DIVISION: XXXXXX COUNTY
SECURITIES CORPORATION, : SPECIAL CIVIL PART
: LANDLORD/TENANT
Plaintiff, : DOCKET NO._____________
v. :
: Civil Action
COMBINED DATA RESOURCE, INC., :
: CONSENT JUDGMENT FOR POSSESSION
Defendant. :
____________________________________
THIS MATTER having been opened to the Court by Drinker Xxxxxx & Xxxxxxx
LLP, attorney for plaintiff, Xxxxxxxxx, Lufkin & Jennette Securities Corporation
("DLJ"), by way of Complaint for Summary Dispossess, dated November __, 2000,
against defendant Combined Data Resource, Inc. ("CDR"), and it appearing to the
Court that plaintiff is entitled to the immediate dispossession of the defendant
from the premises located at Xxx Xxxxxxxx Xxxxx, Xxxxxx Xxxx, Xxx Xxxxxx (the
"Subject Premises"), and CDR, having consented to the within judgment for
possession, and for good cause having been shown,
IT IS on this __ day of November 2000;
ORDERED that the relief sought by DLJ in its Complaint for Summary
Dispossess, dated November __, 2000, for possession of the Subject Premises, be
and same is hereby granted, and it is further
ORDERED that judgment for possession be and same is hereby entered in
favor of DLJ, and against CDR, awarding to DLJ the immediate possession of the
Subject Premises, and it is further
ORDERED that CDR shall remove itself and all of its personal property from
the Subject Premises no later than the close of business on November __, 2000,
and it is further
ORDERED that in the event CDR fails to remove itself from the Subject
Premises by the close of business on November __, 2000, then and in that event a
Warrant of Removal shall issue from this Court directing the Sheriff of Xxxxxx
County immediately to remove CDR from the Subject Premises, and it is further
ORDERED that a copy of this order shall be served on all counsel within
seven (7) days of its receipt by counsel submitting same.
________________________
J.S.C.
We hereby consent to the form and entry of the within order.
DRINKER XXXXXX & XXXXXXX LLP
Attorneys for Plaintiff
Xxxxxxxxx, Lufkin & Jennette Securities Corporation
By: ________________________
Xxxxxx X. Xxxxxxxx
Combined Data Resource, Inc.
Defendant
By: /s/ Xxxxxx X. Xxxxx
------------------------
XXXXXX X. XXXXX
EVP/COO
