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Exhibit 10.21
LEASE MODIFICATION AND EXTENSION AGREEMENT
AGREEMENT made as of this 17th day of November, 1994, by and between
0000 XXXXXX XX XXX XXXXXXXX ASSOCIATES, a New York limited partnership, having
an office at 00 Xxxx 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (hereinafter
referred to as "Sublessor"), and JPS CONVERTER AND INDUSTRIAL CORP., a Delaware
corporation, having an office at 000 Xxxxx Xxxxxxxxxxxx Xxxxx, Xxxxxxxxxx,
Xxxxx Xxxxxxxx 00000 (hereinafter referred to as "Sublessee").
W I T N E S S E T H:
WHEREAS, the parties hereto are Sublessor and Sublessee, respectively,
under that certain Agreement of Lease, dated as of June 1, 1988, as modified
and extended pursuant to Lease Modification and Extension Agreement, dated as
of April 8, 1991, and Lease Modification and Extension Agreement, dated as of
April 30, 1993 (which sublease, as modified and extended, is hereinafter called
the "Sublease") covering approximately 12,454 rentable square feet on the 14th
floor (the "Subleased Premises") in the building located at 1185 Avenue of the
Americas, New York, New York, (the "Building"); and
WHEREAS, the parties hereto wish to extend further the term of the
Sublease and to modify the terms thereof in the manner hereinafter set forth.
NOW, THEREFORE, in consideration of the mutual covenants herein
contained and other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, it is agreed as follows:
1. The term of the Sublease is hereby extended for a period of
two (2) years (less one (1) day), commencing June 1, 1995 and expiring on May
30, 1997 (unless sooner terminated pursuant to the terms hereof), upon all of
the terms, covenants and conditions as are now provided in the Sublease (except
as provided in Paragraph 2 hereof), unless any such terms, covenants or
conditions shall hereafter be modified by agreement of the parties prior to May
30, 1997, it being expressly understood and agreed that: (I) the fixed annual
rent for the subleased premises shall be in the sum of $373,620 per year; and
(ii) the base tax year set forth in Article 42 for Tax Escalation rent and the
base year set forth in Article 43 for Operating Expense Escalation rent shall
remain unchanged during the extended term.
2. A. Provided that Sublessee is not in default under any of the
terms, covenants and conditions of the Sublease, Sublessee shall be granted a
rent credit against the fixed annual rent payable under the Sublease (excluding
the ERIF portion thereof referred to in Articled 44) in the total amount of
$62,270.00 to be applied in equal monthly amounts of $2,594.58 against each of
the twenty-four (24) monthly installments of fixed annual rent due under the
Sublease.
If the term of this Sublease is terminated by virtue
of default of Sublessee hereunder, then in such event, in additional to all
other damages and remedies herein provided and provided by law for Sublessor,
Sublessor shall also be entitled to the return of the total dollar amount of
the aforedescribed rent credit heretofore enjoyed by Sublessee hereunder, which
sum shall be deemed additional rent due and owing prior to such termination of
this Sublease. The obligation of Sublessee to pay such additional rent (or
damages) to Sublessor shall survive the expiration or sooner termination of the
term of this Sublease.
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B. The provisions of Articles 51 and 53 shall not
apply to this Agreement or to the extended term of the Sublease.
3. Sublessee understands and agrees that it will accept
possession of the Subleased Premises for the extended term of the Sublease in
its then "as is" condition, and Sublessor shall have no obligation to do any
work in and to the Subleased Premises in connection with this Agreement or the
extended term of the Sublease.
4. Sublessor and Sublessee each represents and warrants to the
other that it has neither consulted or negotiated with any broker or finder
with regard to the Subleased Premises, and Sublessor and Sublessee each agrees
to indemnify, defend and save harmless the other from and against any claims
for fees or commissions from anyone with whom it has dealt in connection with
the Subleased Premises or the Sublease.
5. Except as herein modified, all of the other terms, covenants
and conditions of the Sublease are and shall remain in full force and effect
and are hereby ratified and confirmed.
6. This Agreement shall be binding upon and inure to the benefit
of the parties hereto have caused this Agreement to be executed as of the day
and year first above written.
0000 XXXXXX XX XXX XXXXXXXX ASSOCIATES
(Sublessor)
By: W&M Properties, Inc., as Agent
By: /s/ Xxxxxx X. Xxxxxx
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Executive Vice President
JPS CONVERTER AND INDUSTRIAL CORP.
(Sublessee)
By: /s/ Xxxx Xxxxx
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President
