EXHIBIT 10.4
FIRST AMENDMENT OF LEASE
This FIRST AMENDMENT OF LEASE, made as of this 31st day of October,
2000, between THE XXXXXX, CHURCH WARDENS AND VESTRYMEN OF TRINITY CHURCH IN THE
CITY OF NEW YORK, having its office and address at 00 Xxxxxxx Xxxxx in the
Borough of Manhattan, City, County and State of New York (hereinafter referred
to as the "Landlord") and PHOTODISC, INC., a corporation organized under the
laws of the State of Washington, having an address at 000 Xxxxx 00xx Xxxxxx,
Xxxxxxx, Xxxxxxxxxx 00000 (hereinafter referred to as the "Tenant")
W I T N E S S E T H:
WHEREAS, the Landlord and Tenant entered into an agreement of lease,
dated as of April 1, 2000 (the "Lease") wherein the Landlord leased to the
Tenant the entire 2nd floor as described in the lease (the "Premises"), in the
building of the Landlord known as 00-00 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx for a
term to commence April 1, 2000 and expire (unless sooner terminated in
accordance with the provisions of the lease) on March 31, 2015 at the rentals
and upon the other terms, covenants and conditions in such lease set forth; and
WHEREAS, Landlord and Tenant have agreed to amend the Lease by
eliminating the free rent and providing in its place for Landlord to contribute
equivalent dollars towards Tenant's cost of making Improvements (the
"Improvements") to the Premises;
NOW, THEREFORE, in consideration of the premises and the mutual promises
of the parties hereto, Landlord and Tenant hereby agree that, effective as of
November 1, 2000 (the "Effective Date"), the Lease shall be modified as follows:
1. Reduction in Free Rent; Increase in Landlord's Contribution. (a) The
Lease presently provides for Landlord to make certain allowances to Tenant in
the form of free rent (Section (g) of Article One). The parties have agreed to
reduce the free rent and increase the cash contribution, by equal dollar
amounts. There is no intention to change the net total dollars paid by Tenant
and received by Landlord (only the timing will change). The free rent periods to
be eliminated have already occurred, specifically May, June, July and August,
2000, the total value of the free rent being $42,768. Tenant shall pay rent to
Landlord as set forth below.
(b) The total free rent to be converted into Landlord cash contribution
is $42,768 (the "Landlord Contribution"). Landlord shall disburse the Landlord
Contribution to Tenant as set forth in paragraph (c) below.
(c) The Landlord shall reimburse the Tenant from time-to-time (but not
prior to April 1, 2001) for work done in connection with the installation and
construction of the Improvements, up to the amount of Landlord's Contribution,
provided that the Landlord's obligation to make any such or reimbursement shall
be subject to the satisfaction of the following conditions:
(i) the Landlord shall have been furnished with invoices
from the vendors, supplier, or contractor evidencing the
amount for which payment or
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reimbursement is sought, such invoices, if submitted for
reimbursement, to be marked "paid in full" by such
vendor, supplier or contractor (or, in lieu thereof, the
Landlord shall be furnished other documentation
satisfactory to the Landlord evidencing payment in
full); and
(ii) the Landlord shall have received, with respect to the
work done for which payment or reimbursement is claimed
hereunder, a written waiver from the contractor or
vendor in question (and all subcontractors and
subvendors involved in the work in question) waiving any
right to assert any vendor's, mechanic's or other lien
on the building, the Premises or any fixtures,
machinery, equipment or other installation therein.
(d) With respect to the free rent as to which Tenant has already had the
benefit, $42,768, such amount shall be repaid to Landlord in four equal monthly
installments of $10,692, commencing January 1, 2001 and continuing on the first
of each month thereafter until paid. Such amount constitute additional rent
hereunder.
2. Tenant represents and warrants to the Landlord that all of the
Tenant's negotiations respecting this lease which were conducted with or through
any person, firm or corporation, other than the officers of the Landlord, were
conducted through Plymouth Partners, Ltd. (the "Broker"). The Landlord agrees to
pay the commission due to the Broker pursuant to the terms of a separate
agreement. Landlord and Tenant agree to indemnify and hold one another harmless
from and against all demands, liabilities, losses, causes of action, damages,
costs and expenses (including,
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without limitation, attorneys' fees and disbursements) suffered or incurred in
connection with any claims for a brokerage commission, finder's fee,
consultation fees or other compensation arising out of any conversations or
negotiations had by the party against whom indemnification is claimed with any
broker or other party except for the Broker.
3. Getty Images, Inc. ("Getty") joins in this agreement to confirm that
(a) the Lease Guaranty Agreement dated April _____________, 2000 (the
"Guaranty"), pursuant to which Getty guaranteed the obligations of Tenant under
the Lease remains in full force and effect, (b) Getty consents to Tenant's
entering into this First Amendment of Lease, (c) Getty agrees that the
obligations of Tenant guaranteed by Getty pursuant to the Guaranty include the
additional obligations assumed by Tenant under this First Amendment of Lease,
and (d) that the reference in the Guaranty to the "Lease" shall mean the Lease
as modified by this First Amendment of Lease.
4. The Lease is hereby ratified and the parties confirm that, except as
modified hereby, the Lease remains unmodified and in full force and effect.
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IN WITNESS WHEREOF, the parties have caused these presents to be duly
executed as of the day and year first above written.
THE XXXXXX, CHURCH-WARDENS AND
VESTRYMEN OF TRINITY CHURCH IN THE
CITY OF NEW YORK
By: /s/ Xxxxxx Xxxx Xxxxxxxx
-----------------------------------------
Xxxxxx Xxxx Xxxxxxxx, Xxxxxx
By: /s/ [ILLEGIBLE]
-----------------------------------------
Director of Leasing
By: /s/ [ILLEGIBLE]
-----------------------------------------
Executive Vice President of Real Estate
By: /s/ [ILLEGIBLE]
-----------------------------------------
Finance Department
PHOTODISC, INC.
By: /s/ [ILLEGIBLE] (L.S.)
-----------------------------------------
Name:
Title:
GETTY IMAGES, INC.
By: /s/ [ILLEGIBLE]
-----------------------------------------
Name:
Title:
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