FIRST AMENDMENT OF LEASE
THIS FIRST AMENDMENT OF LEASE, made as of the 25th day of March, 1996,
between 0000 XXX XXXX XXXXXX, INC. ("Lessor"), a Delaware corporation having an
address in care of WEST WORLD HOLDING, INC., 00 Xxxxxxxx Xxxxx, Xxx Xxxx, Xxx
Xxxx 00000, and VIDEO BROADCASTING CORPORATION D/B/A MEDIALINK ("Lessee"), a
Delaware corporation having an address at 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx
00000;
W I T N E S S E T H:
WHEREAS, by written lease dated October 1, 1990, as amended by a
Commencement Date Agreement made as of November 30, 1990 (collectively, the
"Lease"), Lessor leased to Lessee certain premises (the "Demised Premises")
located on the fifth (5th) floor of that certain building known as 0000 Xxx Xxxx
Xxxxxx, X.X., Xxxxxxxxxx, X.X. (the "Building"), which Demised Premises are more
particularly described in the Lease; and
WHEREAS, Lessor and Lessee wish to amend and extend the Lease on the terms
and conditions hereinafter set forth;
NOW, THEREFORE, in consideration of One Dollar ($1.00), each to the other
in hand paid, receipt of which is hereby acknowledged, and the covenants and
agreements hereinafter set forth, the parties agree as follows:
1. Except as may be otherwise set forth herein, all capitalized terms shall
have the same meanings herein as set forth in the Lease.
2. The Term of the Lease shall be extended for five (5) years (or until
such Term shall sooner ease and expire as in the Lease provided) so that the
Lease Termination Date shall be May 13, 2001.
3. Commencing May 14,1996, (a) Lessee shall pay rent for the Demised
Premises of Two Hundred Seventy-Nine Thousand Eight Hundred Forty and no/100
Dollars ($279,840.00), plus the CPI Adjustments provided in the Lease as
amended, without offset, counterclaim or other deduction and without demand,
payable in advance, in equal monthly installments of Four Thousand Six Hundred
Sixty-Four and no/100 Dollars ($4,664.00), as adjusted in accordance with
Article 4 of the Lease as amended;
(b) The asterisked language in Article 1 of the Lease which appears at the
bottom of page 1 is deleted from the Lease.
4. Effective May 14, 1996, (a) the first sentence of Article 3(a) shall be
amended so that the term "Base Operating Costs" shall mean the Operating Costs
for calendar year 1996;
(b) the first sentence of Article 3(b) shall be amended so that the term
"Base Electricity Costs" shall mean the Electricity Costs for calendar year
1996;
(c) Wherever the term "ninety percent (90%)" appears in Article 3(c), it
shall be replaced by the term "ninety-five percent (95%)";
(d) the first sentence of Article 3(d) shall be amended so that the term
"Base Real Estate Taxes" shall mean the Real Estate Taxes for calendar year
1996;
(c) Article 3(h) shall be deleted.
5. Effective May 14, 1996, Article 4 shall be deleted in its entirety and
replaced by the following:
4. CPI Adjustment: In addition to the foregoing, the Basic Monthly Rental
payable by Lessee shall be adjusted each May 14th (the "Anniversary Date")
during the Term, commencing May 14,1997, by adding to it thirty percent (30%) of
the amount computed by multiplying said Basic Monthly Rental by the percentage
increase, if any, in the index now known as "United States Bureau of Labor
Statistics, Consumer Price Index for All Urban Consumers (CPI-U), for the
Washington, D.C. Standard Metropolitan Statistical Area (SMSA), "all items"
(1982-84=100)" (the "Index"). Any such percentage increase in the Index shall be
determined by dividing the amount, if any, by which the Index published for the
month of March immediately preceding the relevant Anniversary Date exceeds the
corresponding Index published for the period that includes the month of March
immediately preceding the Anniversary Date for the prior year, by said latter
corresponding Index. Lessor shall provide Lessee, during each April during the
Term written notice of the adjustment to the Basic Monthly Rental due to
increases in the Index, and Lessee shall begin paying the adjusted Basic Monthly
Rental with the next payment of Basic Monthly Rent due, retroactive, if
necessary, to the Anniversary Date. Thereafter Lessee shall pay the new Basic
Monthly Rental until receipt of the next written notice of the adjustment to
Basic Monthly Rental from Lessor. The amount payable by Lessee as Basic Monthly
Rental for any annual period hereunder, as adjusted according this Article 4,
shall in no case be less than the Basic Monthly Rental, as so adjusted, payable
during the preceding annual period, and shall not affect in any way Lessee's
continuing obligation to pay any and all sums payable as additional rent under
this Lease. If such Index shall be discontinued, with no successor or comparable
successor index, the parties shall attempt to agree upon a substitute formula;
but if the parties are unable to agree upon a substitute formula, then the
matter shall be determined by arbitration in accordance with the rules of the
American Arbitration Association then prevailing.
(2)
6. Effective May 14, 1996, Articles 26(a) and 30 shall be deleted. Article
30 shall be replaced by the following:
30. Lessor's Work: Lessor agrees to perform the minor modifications to the
Demised Premises ("Lessor's Work") as described on Exhibits A and A-1 attached
hereto and made a part hereof. Such Lessor's Work shall include painting and
recarpeting of the Demised Premises. All paint, carpet and other materials used
in Lessor's Work in the Demised Premises shall be Building standard and Lessee
shall select paint and carpet colors within five (5) days after the execution
and delivery of this First Amendment of Lease from Lessor's standard color and
sample charts. Any modifications not shown on Exhibits A and A-1 shall be
subject to Lessor's prior written approval which shall not be unreasonably
withheld or delayed. Lessor shall cause Lessor's Work to be performed in such
time and manner as the parties may agree but Lessor's Work shall not be
performed using overtime labor unless Lessee pays for the cost of such overtime.
Lessee acknowledges that Lessor requires 3 to 4 weeks to complete Lessor's Work.
Lessor shall use all reasonable efforts to substantially complete Lessor's Work
prior to August 1, 1996, subject to Lessee's cooperation as set forth herein.
All Lessor's Work shall be performed in a good and workmanlike manner and any
costs in excess of those related to Lessor's Work shown on Exhibits A and A-1
shall be paid promptly by Lessee upon demand.
7. Lessor and Lessee each represent and warrant to the other that neither
of them has employed or dealt with any broker, agent or finder in carrying on
the negotiations relating to this First Amendment of Lease other than Xxxxxxx X.
Xxxxx Companies and Barnes, Morris, Xxxxxx & Xxxxxx, Inc. (the "Brokers").
Lessor agrees to pay any commission due to the Brokers pursuant to a separate
written agreement. Each party shall indemnify and hold the other harmless from
and against any claim or claim or claims for brokerage or other commissions
asserted by any broker, agent or finder engaged by the first party or with whom
such party has dealt other than the Brokers.
8. Effective May 14, 1996, Articles 40 and 41 of the Lease shall be
deleted.
9. The following article shall be added to the Lease effective immediately:
41. Parking. Lessee shall have the right to lease four (4) parking spaces
in the Building garage at prevailing market rates and conditions of parking as
the same may be adjusted from time to time.
10. The Lease as amended hereby is confirmed and ratified in all respects.
(3)
IN WITNESS WHEREOF, the parties have duly executed this First Amendment of
Lease as of the day and year first above written.
LESSOR:
Attest: 0000 XXX XXXX XXXXXX, INC.
/s/ Xxxxxx Xxxxxxx-Xxxx By: /s/ Xxxxxxx Xxxxxxxx
--------------------------- ---------------------------------
Xxxxxx Xxxxxxx-Xxxx Xxxxxxx Xxxxxxxx, President
Secretary
LESSEE:
Attest: VIDEO BROADCASTING
CORPORATION D/B/A
MEDIALINK
By: /s/ Xxxx Xxxxxx
--------------------------- ---------------------------------
Name: Name: Xxxx Xxxxxx
Title: Title: Sr. VP
(4)
EXHIBIT A
Lessor's Work shall be limited to the following:
1. Relocate the heat pump to the area shown as Note 1 on the plan
designated as Exhibit A-1 attached hereto and made a part hereof;
2. Construct wall as shown as Note 2 on Exhibit A-1 with one
electrical outlet per code and one computer/telephone outlet;
3. Demolish 2 walls, construct 2 walls and relocate closet door in
order to create layout as shown in Note 3 on Exhibit A-1 and add one electrical
outlet per code;
4. Relocate shelving from the closet to the workroom.
5. Furnish and install new carpet throughout the Demised Premises;
6. Paint the Demised Premises;
7. Furnish door to location designated as Note 6 on Exhibit A-1.
(5)
EXHIBIT A-1
Portion of 5th Floor
0000 Xxx Xxxx Xxxxxx, X.X.
Diagram of Elevator Lobby
