[iVillage Letterhead}
Exhibit 10.16
December 23, 2002
000-000 Xxxxxxx Xxxxxx Limited Partnership
c/o Newmark & Company Real Estate, Inc.
000 Xxxx Xxxxxx
Xxx Xxxx, XX 00000
Attention: Xxxx Xxxxxxxx
Re: Construction Payment
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Dear Xx. Xxxxxxxx:
This letter agreement is being executed in order to clarify certain
provisions of that certain lease (the "Lease") dated March 14, 2000, as amended,
between 000-000 Xxxxxxx Xxxxxx Limited Partnership ("Landlord") and iVillage
Inc. ("Tenant") for the space known as Unit 1100 on the Entire 11th, 12th and
13th Floors of the building known as 000 Xxxxxxx Xxxxxx, Xxx Xxxx, XX, 00000 and
Unit 1400 on the Entire 14th Floor of the building known as 000 Xxxxxxx Xxxxxx,
Xxx Xxxx, XX, 00000 (collectively, the "Premises"). All terms not defined herein
shall have the respective meanings ascribed to them in the Lease. For good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties agree as follows:
1. Concurrently herewith, Tenant is delivering to Landlord two (2)
original "clean" estoppel certificates in the form required by
Wachovia Bank, National Association ("Wachovia"), Landlord's
prospective replacement lender. Landlord and Tenant shall use their
respective best efforts to promptly finalize and execute and
deliver a Subordination Non-Disturbance and Attornment agreement in
a form reasonably acceptable to Wachovia and consistent with the
Lease (the "SNDA").
2. Provided Tenant has not filed for relief under Chapter 11 or other
bankruptcy provisions, Landlord shall pay to Tenant, on or before
January 10, 2002, the sum of $300,000 on account of Landlord's
Construction Payment under Article 4 of the Lease. Landlord and
Tenant's failure to execute the SNDA by such date shall not provide
Landlord with a reason to withhold such $300,000 payment.
3. Notwithstanding anything to the contrary in the Lease, Landlord
acknowledges and agrees that receipt of lien waivers from Tenant's
general contractor, subcontractors, suppliers, materialmen or
others (collectively, "Tenant's Contractors") who have filed
mechanic's liens, shall not be a condition to the release of the
remaining $547,058.50 of the Construction Payment (calculated after
crediting the $300,000 payment referenced in Section 2 above) (the
"Final Payment"), provided such mechanic's liens filed by Tenant's
Contractors against the Premises have been discharged by bonding or
payment. Tenant represents that the mechanic's liens filed by ASA
of New York, Inc., Concept Carpentry Corp., Cathedral Marble & Tile
Co. and Landmark Construction Associates
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against the Premises prior to the date of this letter agreement
(the "Liens") have been bonded or otherwise discharged of record.
Tenant acknowledges that Tenant's obligation (i) to obtain final
lien waivers from all other Tenant's Contractors (i.e., Tenant's
Contractors other than those who have filed mechanic's liens which
have been bonded or otherwise discharged), and (ii) to fulfill all
of the other conditions (with the exception of delivery of final
lien waivers for the Liens) which, pursuant to Article 4 and all
other applicable provisions of the Lease, must be fulfilled in
order for Tenant to be entitled to receive the Final Payment, shall
remain conditions to Tenant's entitlement to receive the
$547,058.50 Final Payment. Except as expressly provided otherwise
herein, nothing contained herein shall be deemed to modify or
prejudice Landlord's rights and Tenant's obligations under Article
4 of the Lease.
4. Landlord shall use its best efforts to deliver the Final Payment to
Tenant within ten (10) days after Tenant's written request for
payment pursuant to said Article 4, so long as (i) such request is
accompanied by the remaining governmental and departmental permits,
certifications, approvals and sign-offs related to the electrical,
class "e" fire alarm and plumbing systems in the Premises that were
previously identified in writing by Landlord to Tenant prior to the
date of this letter agreement, and (ii) subject to Section 3 of
this letter agreement, Tenant shall have fulfilled all of the
conditions precedent to its entitlement to receive the Final
Payment. Except as otherwise provided in the Lease, Landlord shall
not be required, in order to effect such expedited release, to make
any escrow deposits or reserves to Wachovia in connection with the
Premises or the Liens or any other matter regarding the Lease or
incur any expense (other than de minimus expenses) with respect
thereto.
5. As supplemented hereby, all other terms of the Lease are ratified
and confirmed and shall continue in full force and effect.
Very truly yours,
iVillage Inc.,
By: /s/ Xxxxxx X. Xxxxx
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Name: Xxxxxx X. Xxxxx
Title: Executive Vice President -
Operations and Business Affairs
ACCEPTED AND AGREED:
000-000 XXXXXXX XXXXXX LIMITED PARTNERSHIP
By: 000-000 Xxxxxxx Xxxxxx XX, LLC
By: /s/ Xxxxx Xxxxxxx
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Name: Xxxxx Xxxxxxx
Title: President
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