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EXHIBIT 10.19
AMENDMENT TO AGREEMENT AND LEASE
(Xxxxxxx Building)
THIS AMENDMENT to AGREEMENT AND LEASE is entered into as of the 1st day of
March, 1980 between XXXXXXX & ASSOCIATES, a Pennsylvania limited partnership,
(the "Landlord") and EDUCATION MANAGEMENT CORPORATION, a Pennsylvania
corporation, (the "Tenant").
W I T N E S S T H:
WHEREAS, the Landlord and the Tenant entered into an Agreement and Lease,
dated as of September 1, 1978, (the "Lease") in which Landlord leased to Tenant
the building known as the Xxxxxxx Building (the "Building") located at 000 Xxxx
Xxxxxx in the City of Pittsburgh, Allegheny County, Pennsylvania, except for a
portion of the first floor of the Building and associated space in the basement
of the Building, such areas having been commonly referred to by the parties as
the "restaurant space;" and
WHEREAS, the Landlord now desires to Lease the remainder of the space in
the Building to Tenant, and the Tenant desires to hire and take such additional
space as Tenant from Landlord.
NOW, THEREFORE, in consideration of the mutual benefits hereinafter
provided, and each intending to be legally bound hereby, the Landlord and the
Tenant hereby agree to supplement, amend and change the Lease as follows:
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1. The Landlord does hereby lease and grant to Tenant, and the Tenant does
hereby hire and take as Tenant from Landlord, those portions of the first floor
and basement of the Building not previously leased to Tenant pursuant to the
terms of the Lease (the "Additional Premises"), subject to the terms and
conditions of the Lease, as supplemented, amended and changed by this Amendment
to the Lease (the "Amendment"), so that, as of the date of this Amendment, the
entire Building is leased to Tenant. Hereafter, the term "Premises," when used
in the Lease, shall be deemed to refer to the entire Building including the
Additional Premises. Tenant agrees to continue to make the following spaces in
the Building available to Landlord and to Landlord's agents and employees in
connection with the performance of maintenance activities and operation of the
elevators by Landlord: (a) the office and restroom spaces in the basement
presently occupied by Landlord, and (b) the lounge area on the sixth floor
presently occupied by Landlord (or such equivalent space elsewhere in the
building as the Tenant may hereafter designate).
2. Subparagraph 6(b) of the Lease is hereby amended so that, as amended,
Subparagraph 6(b) reads as follows:
(b) Base Rental Payments.
The Base Rental Payment payable by the Tenant during the initial term of
this Lease will be:
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Monthly Base
Dates Rental Payment
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September 1, 1978 to April 30, 1979 $34,903.53
May 1, 1979 to February 29, 1980 $32,503.53
March 1, 1980 to April 30, 1980 $33,753.53
May 1, 1980 to May 31, 1980 $34,586.86
June 1, 1980 to August 31, 1980 $34,577.87
September 1, 1980 to April 30, 1981 $35,869.54
May 1, 1981 to August 31, 1985 $36,636.21
September 1, 1985 to August 31, 1990 $36,886.21
If the Tenant exercises its renewal options under Paragraph 5 of this
Lease, the Tenant's Base Rental Payments during the renewal periods will be:
Monthly Base
Dates Rental Payment
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September 1, 1990 to August 31, 1995 $47,241.67
September 1, 1995 to August 31, 2000 $56,350.00
All of the Monthly Base Rental Payments set forth above are the Monthly
Base Rental Payments for the entire Building including the Additional
Premises.
3. Clauses (i) and (ii) of Subparagraph 6(c) are hereby amended so that,
as amended, they read as follows:
(i) 100% of increases or decreases (if any) in real estate taxes on
the Xxxxxxx Building paid by the Landlord to the City of Pittsburgh, the
Pittsburgh School District and Allegheny County during the preceding calendar
year as compared to $28,718.00.
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(ii) 100% of increases or decreases (if any) in the portion of the all
risks insurance cost incurred by Landlord during the preceding calendar year
in connection with Xxxxxxx Building as compared to such cost as incurred by
Landlord for calendar year 1977 (Landlord and Tenant agree that said cost
totaled $6,572.00 for calendar year 1977);
4. A new subparagraph, Subparagraph 6(d), is hereby added as follows:
6(d) Special Rental Payments.
In addition to the Base Rental Payments set forth in Subparagraph 6(b)
and the Escalation Rental Payments set forth in Subparagraph 6(c), beginning
with the rental payment due for the month of September 1980 and continuing
thereafter through the rental payment due for the month of August 1990, the
Tenant will pay Special Rental Payments to the Landlord. The Special Rental
Payments will be calculated by using the following formula:
A x (R+2)
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100x12
Where: A = The Amount for the appropriate month as shown on Schedule 1
to this Amendment; and R = The "Prime Rate" (expressed as an
annual percentage). As used herein, the term "Prime Rate"
shall mean the highest rate of interest which is announced and
charged by Mellon Bank N.A. during the preceding calendar month
to corporate
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borrowers in the United States of the highest credit standing
for 90-day unsecured loans.
5. The Landlord agrees that, prior to August 31, 1980, it will make, at
its own expense, the alterations, additions and improvements listed in Schedule
2 to this Amendment in the Additional Premises area, in accordance with plans
and specifications prepared by Klaus Associates (which plans and specifications
have been approved by Landlord) and pay for the work promptly upon the
presentation of the contractor's invoices accompanied by certifications by the
architect and the Tenant (or other evidence reasonably acceptable to the
Landlord) that such items have been incorporated in the Premises.
6. The Tenant intends to make the alterations, additions and improvements
listed in Schedule 3 to this Amendment in the Additional Premises area and on
the Second Floor. Such alterations, additions and improvements will be made in
accordance with plans and specifications prepared by Klaus Associates (which
plans and specifications have been approved by Landlord), will be paid for by
the Tenant and are hereby deemed to be Tenant improvements. (The alterations,
additions and improvements listed in Schedules 2 and 3 are as shown on a set of
six (6) drawings which are listed in Schedule 4 to this Amendment, copies of
said drawings having been signed by the parties hereto in connection with the
execution of this Amendment.)
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7. Except as supplemented, amended and changed by this Amendment, all the
terms, conditions and covenants contained in the Lease shall remain in full
force and effect and shall apply to the entire Xxxxxxx Building including the
Additional Premises.
8. This Amendment has four (4) Schedules as follows:
Schedule 1 - 1 page
Schedule 2 - 2 pages
Schedule 3 - 1 page
Schedule 4 - 1 page
IN WITNESS WHEREOF, the parties hereto have duly executed this Amendment to
Agreement and Lease as of the date and year first above written.
WITNESS: LANDLORD:
XXXXXXX & ASSOCIATES
By
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TENANT:
ATTEST: EDUCATION MANAGEMENT CORPORATION
By
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SCHEDULE 1 OF AMENDMENT TO AGREEMENT AND LEASE
BETWEEN XXXXXXX & ASSOCIATES AND EDUCATION MANAGEMENT CORPORATION
DATED MARCH 1, 1980
Mo Amount Mo Amount Mo Amount
-- ------ -- ------ -- ------
1 - 79,666.67 41 - 52,999.87 81 - 26,333.07
2 - 79,000.00 42 - 52,333.20 82 - 25,666.40
3 - 78,333.33 43 - 51,666.53 83 - 24,999.73
4 - 77,666.66 44 - 50,999.86 84 - 24,333.06
5 - 76,999.99 45 - 50,333.19 85 - 23,666.39
6 - 76,333.32 46 - 49,666.52 86 - 22,999.72
7 - 75,666.65 47 - 48,999.85 87 - 22,333.05
8 - 74,999.98 48 - 48,333.18 88 - 21,666.38
9 - 74,333.31 49 - 47,666.51 89 - 20,999.71
10 - 73,666.64 50 - 46,999.84 90 - 20,333.04
11 - 72,999.97 51 - 46,333.17 91 - 19,666.37
12 - 72,333.30 52 - 45,666.50 92 - 18,999.70
13 - 71,666.63 53 - 44,999.83 93 - 18,333.03
14 - 70,999.96 54 - 44,333.16 94 - 17,666.36
15 - 70,333.29 55 - 43,666.49 95 - 16,999.69
16 - 69,666.62 56 - 42,999.82 96 - 16,333.02
17 - 68,999.95 57 - 42,333.15 97 - 15,666.35
18 - 68,333.28 58 - 41,666.48 98 - 14,999.68
19 - 67,666.61 59 - 40,999.81 99 - 14,333.01
20 - 66,999.94 60 - 40,333.14 100 - 13,666.34
21 - 66,333.27 61 - 39,666.47 101 - 12,999.67
22 - 65,666.60 62 - 38,999.80 102 - 12,333.00
23 - 64,999.93 63 - 38,333.13 103 - 11,666.33
24 - 64,333.26 64 - 37,666.46 104 - 10,999.66
25 - 63,666.59 65 - 36,999.79 105 - 10,332.99
26 - 62,999.92 66 - 36,333.12 106 - 9,666.32
27 - 62,333.25 67 - 35,666.45 107 - 8,999.65
28 - 61,666.58 68 - 34,999.78 108 - 8,332.98
29 - 60,999.91 69 - 34,333.11 109 - 7,666.31
30 - 60,333.24 70 - 33,666.44 110 - 6,999.64
31 - 59,666.57 71 - 32,999.77 111 - 6,332.97
32 - 58,999.90 72 - 32,333.10 112 - 5,666.30
33 - 58,333.23 73 - 31,666.43 113 - 4,999.53
34 - 57,666.56 74 - 30,999.76 114 - 4,332.96
35 - 56,999.89 75 - 30,333.09 115 - 3,666.29
36 - 56,333.22 76 - 29,666.42 116 - 2,999.62
37 - 55,666.55 77 - 28,999.75 117 - 2,332.95
38 - 54,999.88 78 - 28,333.08 118 - 1,666.28
39 - 54,333.21 79 - 27,666.41 119 - 999.61
40 - 53,666.54 80 - 26,999.74 120 - 332.94
SCHEDULE 1
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SCHEDULE 2 OF AMENDMENT TO AGREEMENT AND LEASE
BETWEEN XXXXXXX & ASSOCIATES AND EDUCATION MANAGEMENT CORPORATION
DATED XXXXX 00, 0000
X. DEMOLITION
Removal of drop-ceiling, existing wall, wood shelving, wall coverings, carpet,
plaster ceiling in the kitchen, quarry tile in the kitchen, refrigerator room,
low-level partition, bulkhead and kitchen hood, existing duct work, bulk-head
at the rear of the facility, marble floor in front of the elevators, counter
and display case on the second floor and the removal of the restaurant store
front on outside of building. The preparation of terrazzo flooring, the
installation of a barrier to permit construction work, patching of holes in the
cement floor and leveling of floors as required.
II. SPECIAL DEMOLITION
The removal of two masonry walls, providing an opening to the elevator and an
opening to the existing Gallery.
III. MASONRY
Patching around two doorways in the basement and one on the first floor plus
installing a block wall in the basement.
IV. MISCELLANEOUS METALS AND MILLWORK
The lintels above the doors, the furnishing and erection of numerals and
letters on the front of the building. The formica counter on the second floor,
all doors and frames, the borrowed light frames, shelving and picture molding
for the Gallery.
V. CAULKING-SEALANTS
The ceiling of the outside bulk-heads at each of the two entrances of the
building.
VI. GLASS AND GLAZING
All of the new glass lights on the first and second floor as detailed on the
blueprints.
VII. FINISHED HARDWARE
Includes nine (9) hollow metal doors, six (6) regular door frames, three (3)
special frames, twenty-three (23) sets of hardware, two (2) sets of special
door closers, the re-keying of
SCHEDULE 2
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six (6) openings and new cylinder locks for the three (3) doors at the front
entrance to the store area.
VIII. SPRINKLERS
Move sprinklers as required on the first floor restaurant space, the second
floor Registrar's Office, replacement of old heads in the loading dock, and the
repair of the sprinkler pipe in the restaurant stairwell.
IX. H.V.A.C.
This includes sheet-metal work, diffusers, new grills at the front windows,
connecting the duct work of the existing Gallery to the existing
air-conditioning unit in the restaurant area, but does not include any work in
repairing or making operative the existing air-conditioning units.
X. ELECTRICAL - INSIDE
Wiring of the exit lights, emergency lights, panel lights and track lighting,
receptacles and the demolition of existing wiring as required to permit new
doorways and entrances. Includes all fixtures, plates, etc. Changing of
lighting arrangement in the Registrar's Office on the second floor.
XI. CLEANING OF THE REAR ROOMS
This includes the cleaning of the restrooms, the mechanical room and the
storage closet on the first floor.
XII. ARCHITECTURAL FEE
Includes the general architectural services throughout the project including
biding, periodic inspections and compliance reporting. Also including
obtaining of the necessary work permits, the preparation of all blueprints and
drawings as required by the tenant, landlord, City and general contractor.
SCHEDULE 2
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SCHEDULE 3 OF AMENDMENT TO AGREEMENT AND LEASE
BETWEEN XXXXXXX & ASSOCIATES AND EDUCATION MANAGEMENT CORPORATION
DATED XXXXX 00, 0000
X. CARPENTRY
The labor of installing the picture molding, doors, frames and borrowed light
frames, counter on the second floor, and the capping of old plumbing lines.
II. ACOUSTICAL CEILING, DRYWALL, AND PLASTERING
Scratch and xxxxx coat the face of the building, acoustical tile ceilings and
drywall/plaster all walls as detailed on blueprints.
III. CARPETING AND RUBBER BASE
Install carpeting and rubber base throughout the existing restaurant area as
detailed on blueprints.
IV. CERAMIC TILE
Install ceramic tile on the face of the building in the restaurant area, cost
also includes scaffolding as required, etc.
V. WALL COVERINGS
Covering Gallery and offices with a vinyl wall covering. All other areas
drywall finish. Drywalls will be sized for installation of vinyl. Painting
ceramic tile on the face of the building.
VI. TOILET ROOM ACCESSORIES
Various toilet room accessories to restore the facility.
VII. ELECTRICAL OUTSIDE LIGHTING
Lighting of the sign "Art Institute of Pittsburgh" on the front of the building
and the three (3) banners.
VIII. XXXX XXXX
Xxxx Xxxx will be placed in front of the elevators in the entrance way to the
Gallery.
SCHEDULE 3
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SCHEDULE 4 OF AMENDMENT TO AGREEMENT AND LEASE
BETWEEN XXXXXXX & ASSOCIATES AND EDUCATION MANAGEMENT CORPORATION
DATED MARCH 1, 1980
The following drawings prepared by Klaus Associates show substantially all
of the work listed in Schedules 2 and 3 to this Amendment. All drawings are
originally dated "2-20-80" and have been revised as indicated.
A-B (Basement Floor Plan, Elevation and Door Schedule) Revised 0-0-00
X-0 (Xxxxx Xxxxx Xxxx) Revised 2-22-80, 0-0-00
X-0 (Xxxxxx Xxxxx Xxxx and Elevation) Revised 3-21-80 4-21-80, 6-1-80
A-3 (Reflected Ceiling Plan and Lighting Fixture Schedule) Revised 6-1-80
A-4 (Details) Revised 0-0-00
X-0 (Xxxx Xxxxxx Elevation and Details) Revised 6-1-80
SCHEDULE 4
