SUBLEASE
THIS SUBLEASE (this "Sublease") is made effective as of November 1, 1996
(the "Effective Date") by Minet, Inc., a corporation organized under the laws of
the State of New Jersey ("Sublandlord"), landlord"), and General Inc., a
corporation organized under the laws of the State of New York ("Subtenant"), and
Scott Kurnit, who is the President of Subtenant.
WHEREAS, Two Twenty East Limited Partnership, as landlord ( such landlord
including its successors m interest is referred to herein collectively as the
"Landlord"), and Sublandlord, as tenant, catered into a Lease dated January 27,
1989, as amended by an Agreement Modifying Lease I dated November 26, 1990, an
Agreement Modifying Lease II dated June 18, 1991, a letter agreement for short
term space dated May 22, 1992 and a letter agreement for short term space dated
November 3, 1992, (such lease, as amended is referred to herein as the "Master
Lease", a true and correct copy of which is attached hereto as Exhibit A);
WHEREAS, the Master Lease relates to premises located at The News Building,
220 East 42nd Street, New York, NY (the "Building");
WHEREAS during the term of this Sublease, Sublandlord and Subtenant desire
that Sublandlord sublease to Subtenant all right, title and interest of the
Sublandlord in and to the premises referred to m the Master Lease as the
"Additional Space" located on the twenty fourth floor of the Building, as shown
on the floor plan attached to the Agreement Modifying Lease i dated November 26,
1990 (the "Sublet Premises"), a true and correct copy of which is attached
hereto as Exhibit A-l, on the terms and conditions described in this Sublease;
and
WHEREAS, during the term of this Sublease, Sublandlord and Subtenant desire
that Sublandlord sublicense to Subtenant all right, title and interest of the
Sublandlord under the Master Lease in and to the "License" held by the
Sublandlord in and to the "Electrical Equipment" and the "Licensed Areas", as
such terms are defined in the Agreement Modifying Lease II dated June 18, 8,
1991, (collectively the "Sublandlord's License Rights") on the terms and
conditions described in this Sublease;
NOW, THEREFORE, in consideration of the premises and the mutual
representations, warranties, covenants, agreements and conditions contained
herein, the parties hereto agree as follows:
1. The Sublet.
(a) Sublandlord hereby subleases the Sublet Premises to Subtenant, and
sublicenses the Sublandlord's License Rights to Subtenant, and Subtenant
hereby subleases the Sublet Premises from Sublandlord, and sublicenses the
Sublandlord's License Rights from Sublandlord, for a term commencing on the
Effective Date and ending upon September 29, 2000, unless such term is
terminated earlier in accordance with the teens hereof. In the event the
Master Lease is terminated pursuant to its terms, then in such event, this
Sublease shall automatically cease and terminate as of the date upon which
the Master Lease is so terminated. The date that the term of this Sublease
actually terminates is referred to herein as the "Termination Date".
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(b) During the term of this Sublease, Subtenant at its sole expense
agrees to perform all of the responsibility and obligations of the
Sublandlord under the Master Lease with respect to the Sublet Premises and
the Sublandlord's License Rights other than the obligations of the
Sublandlord under paragraphs 19, 38, 39, 42, 46(B), 52 and 57 of the Master
Lease Without limiting the foregoing, Subtenant agrees to obtain an
insurance policy or policies meeting the requirements of paragraph 57 of
the Master Lease which shall include the Sublandlord, Landlord and such
parties as Landlord may designate as additional insureds, with such limits
as may reasonably be requested by the Landlord, from time to time, but not
less than Three Million Dollars ($3,000,000) in respect to bodily injury or
death arising out of any one occurrence. Subtenant shall deliver to
Sublandlord a certificate of insurance evidencing the existence of such
insurance on the Effective Date which meets the requirements of paragraph
57 of the Master Lease.
(c) Subtenant agrees not to do, permit or suffer any act, or omit to
take any action, or permit any condition or thing to occur or exist which
would (i) violate or constitute a breach of or a default under the Master
Lease; (ii) result in the termination of the Master Lease or (ii) cause any
increase during the term of this Sublease in the Fixed Rent or the
Additional Rent payable by the Sublandlord to the Landlord with respect to
the Sublet Premises or the License including limitation any increase in the
Fixed Rent or the Additional Rent payable by the Sublandlord to the
Landlord with respect to the electric utility service provided by the
Landlord for use in connection with the Sublet or Sublandlord's License
Rights.
(d) Except as may be inconsistent with the terms of this Sublease, all
the terms and conditions of the Master Lease arc incorporated into this
Sublease as through Subtenant were the Sublandlord under the Master Lease
and Sublandlord were the Landlord under the Master Lease. Sublandlord will
not be obligated to provide any services to Subtenant. Subtenant agrees to
rely exclusively upon the Landlord for all services and the performance of
all obligations which Landlord is required to provide or perform under the
Master Lease In and for the benefit of the Sublet Premises and the
Sublandlord's License Rights. Sublandlord makes no representation or
warranty about the availability or adequacy of services required to be
provided by the Landlord Subtenant agrees that Sublandlord shall not have
any liability to the Subtenant of any kind whatsoever as a result of any
act, failure to act or breach of any of the terms of the Master Lease
committed by the Landlord with respect to the Sublet Premises or the
Sublandlord's License Rights. During the term of this Sublease, Sublandlord
agrees to use reasonable efforts to cooperate with Subtenant in requesting
from the Landlord the services required to be provided by the Landlord in
connection with the Sublet Premises and the Sublandlord Sublandlord's
License Rights under the Master Lease. Subtenant agrees to promptly
reimburse Sublandlord for any and all legal fees, disbursements and other
costs which may be incurred by c Sublandlord in connection with any
proceedings to enforce, or seer: damages based upon, the provisions of the
Master Lease with respect to the Sublet
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Premises or the Sublandlord's License Rights If as a consequence of a
failure by the Landlord to provide the services required to be provided by
the Landlord in connection with the Sublet Premises or the Sublandlord
License Rights under the Master Lease, the Landlord pays any award of
damages to the Sublandlord, or in Landlord agrees to refund or reduce any
sum, or portion thereof, paid or payable by the Sublandlord to the Landlord
under the Master Lease, Sublandlord agrees to share such damages, refund or
reduction with the Subtenant on an equitable basis mutually agreeable to
the Sublandlord and the Subtenant"
(e) This Sublease subject to the Master Lease. Subtenant has inspected
the Sublet Premises and the Sublandlord's License Rights and is fully
familiar and well acquainted with the layout and physical condition thereof
and hereby agrees to take the same broom clean in its present condition "AS
IS"; provided that Sublandlord agrees to remove the existing wall paper
from the bathrooms on the twenty fourth floor ant freshly paint those
bathrooms.
(f) Sublandlord agrees to transfer ownership to Subtenant of the
furniture owned by Sublandlord described on Exhibit B. which is physically
located at the Sublet Premises on the Effective Date (the "Sublandlord
Personal Property"). Subtenant agrees to take ownership and possession of
the Sublandlord Personal Property "AS IS". SUBLANDLORD HEREBY DISCLAIMS ANY
AND ALL WARRANTIES AS TO THE FITNESS, QUALITY AND/OR MERCHANTABILITY OF THE
SUBLANDLORD PERSONAL PROPERTY. Subtenant agrees to assume any and all
liabilities which may arise out of any use or disposal of the Sublandlord
Personal Property from and after the Effective Date.
(g) Subtenant agrees to use and occupy the Sublet Premises far
executive or administrative offices commensurate with the character and
dignity of the Building as a first class office building. Subject to the
written consent of the Landlord and the Sublandlord which shall be
requested in accordance with the procedures described in the Master Lease,
Subtenant agrees that Subtenant shall be permitted no more than one (1 )
further subletting of all or any part of the Sublet Premises. Subtenant
agrees that any part of the term of this Sublease, if any, which would
extend beyond a date one day prior to the expiration or earlier termination
of the term of the Master Lease shall be a nullify.
2. Base Rent. Subtenant will pay Sublandlord as base rent for the Sublet
Premises Nineteen Thousand and Eighty Seven Dollars and Eight Cents ($19,087.08)
per mouth during the period beginning upon the day which is sixty days after the
Effective Date and ending upon two year anniversary of the Effective Date.
Subtenant will pay Sublandlord as base rent for the Sublet Premises Twenty One
Thousand and Ninety Six Dollars and Twenty Five Cents ($21,096.25) per month
during the period upon two year anniversary of the Effective Date and upon
September, 29, 2000.
3. Electricity. Subtenant will pay Sublandlord Three Thousand and Thirteen
Dollars and Seventy Five Cents ($3013.75) per month, or any portion of a month,
during the
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period beginning upon she Effective Date and ending upon September 29, 2000 as
compensation for electric service provided to the Sublet Premises by the
Landlord under Paragraph 46 of the Master Lease (the "Electricity Charge"). In
the event that pursuant to the Master Lease elect electric current is no longer
supplied to the Sublet Premises on a "rent inclusion" basis, Subtenant shall no
longer be required to pay the Electricity Charge to the Sublandlord effective
from the date of such change, and Subtenant shall be responsible for pa paying e
for its own electricity.
4. Cost Escalation Charges. Subtenant will pay Sublandlord a cost
escalation charge of Three Hundred and One Dollars and Thirty Eight Cents
($301.38) per month during the period beginning upon the one year anniversary of
the Effective Date "d ending upon two year anniversary of the Effective Date.
Subtenant will pay Sublandlord a cost escalation charge of Six Hundred and Two
Dollars and Seventy Five Cents ($602.75) per month during the period beginning
upon the two year anniversary of the Effective Date and ending upon three year
anniversary of the Effective Date. Subtenant will pay Sublandlord a cost
escalation charge of Nine Hundred and Four Dollars and Thirteen Cents ($904.13)
per month during the period beginning upon the three year anniversary of the
Effective Date and ending upon September 29, 2000.
5. Payments to Sublandlord. Subtenant agrees to pay all sums owing to the
Sublandlord in advance, without notice, demand, of offset, or counterclaim, on
the first day of each month at Sublandlord's address. If this Sublease requires
the payment of any sum to the Sublandlord with respect to any period which
begins on any day other than the first day of a month or ends on any day other
than the last day of a month, all such sums owing to the Sublandlord will be
prorated and paid to the Sublandlord on a per diem basis.
6. Representations and Warranties by Subtenant. Subtenant represents and
warrants to Sublandlord as follows:
(a) Subtenant duly organized, validly existing and in good standing
under the laws of the State of New York and has all powers, licenses and
authority necessary No Third Party Beneficiaries. order to enter into and
perform this Sublease.
(b) The execution and delivery of this Sublease and the performance of
the obligations contemplated hereby, have been duly authorized by all
necessary action on the part of Subtenant
(c) No authorization or approval or other action by, or notice to or
filing with, any third party, governmental authority or regulatory body is
required for the execution, delivery or performance of this Sublease by
Subtenant
(d) Except as provided in paragraph 1(b) of this Sublease, as of the
Effective Date, Subtenant shall have obtained, and will maintain in full
force and effect, such policy(ies) of insurance as arc required to be
obtained by Sublandlord with respect to the Sublet Premises under the
Master Lease naming Landlord and Sublandlord as additional on al insureds.
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7. Indemnification and Security Deposits. Subtenant agrees to indemnify
Sublandlord against any and all loss, liability or expense (including but not
limited to reasonable attorneys' fees and other costs of litigation and
preparation for litigation and any amounts payable to the Landlord by the
Sublandlord under paragraph 63 of the Master Lease) (collectively "Losses")
which the Sublandlord may incur as a result of any of the following:
(a) Subtenant' use, occupancy or control of the Sublet Premises and/or
the Sublandlord's License Rights and any part thereof,
(b) Any negligence on the part of the Subtenant or any of its agents,
contractors, servants, employees, licensees or invitees;
(c) Any accident, injury, or damage to any person or property or to e
Sublet Premises or the "Electrical Equipment" or the "Licensed Areas", as
such terms are defined in the Agreement Modifying Lease II dated June 18,
1991, occurring In or about the Sublet Premises "d/or in connection with
Sublandlord's License Rights;
(d) Any breach or inaccuracy of any covenant, representation or
warranty made by Subtenant in this Sublease; and
(e) Any failure on the part of Subtenant to vacate the Sublet Premises
and/or the Sublandlord's License Rights and any part thereof upon the
expiration of the term hereof in accordance No Third Party Beneficiaries.
the terms of this Sublease.
Without limiting the foregoing, on the dates indicated below, Subtenant
agrees to pay to the Sublandlord the sums listed below by wire transfer of
immediately available funds as security against any Losses which the Sublandlord
may incur as a result of any of the matters described m clauses (a) through (e)
above.
(1) On the Effective Date, Subtenant agrees to pay to the Sublandlord
the sum of Fifty Seven Thousand Two Hundred and Sixty One Dollars ant
Twenty Four Cents ($57,261.24) as security against any Losses which the
Sublandlord may incur as a result of any of the matters described in
clauses (a) through (e) above;
(2) On the one year anniversary of the Effective Date, Subtenant
agrees to pay the Sublandlord the sum of Nineteen Thousand and Eighty Seven
Dollars and Eight Cents ($19,087.08) as additional security against any
Losses which the Sublandlord may incur as a result of any of the matters
described in clauses (a) through (e) above; and
(3) On the two year anniversary of the Effective Date, Subtenant
agrees to pay to the Sublandlord the sum of Twenty One Thousand and Ninety
Six Dollars ant Twenty Five Cents ($21,096.25) as additional security
against any Losses which the Sublandlord may incur as a result of any of
the matters described m clauses (a) through (c) above.
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The payments described al above are individually referred to herein as a
"Security Deposit" and such payment are collectively referred to herein as the
"Security Deposits." Sublandlord agrees to deposit the Security Deposits in a
separate interest bearing bank account and to draw funds from such account only
m accordance with the following. Subtenant agrees that Sublandlord may charge
against and retain the Security Deposits together with any interest earned
thereon, or a portion thereof, [v the extent required to reimburse Landlord for
an), "d all Losses which the Sublandlord may incur as a result of the matters
described in clauses (a) through (c) above. Sublandlord agrees to return the
remaining balance of the Security together with any interest earned thereon, to
the Subtenant after the deduction of any charges permitted by this paragraph, if
any, within thirty (30) days after the later of the l Termination Date or the
date that Tenant vacates and surrenders the Sublet Premises and the
Sublandlord's License Rights in accordance with the terms of this Sublease.
At any time after the Effective Date, Tenant may deliver to the Sublandlord
an irrevocable letter of credit (the "Letter of Credit") from a commercial bank
with a branch No Third Party Beneficiaries. the Borough of Manhattan in the City
of New York drawn to the Sublandlord in the amount of Ninety Seven Thousand Four
Hundred and Forty Four Dollars and Fifty Seven Cents ($97,444.57) (the "Letter
of Credit Amount") and Subtenant may request that Sublandlord return the
Security Deposits, together with any interest earned thereon and minus any
charges permitted by this Sublease, to the Subtenant in exchange for the
delivery of the Letter of Credit to the Sublandlord Subtenant agrees that the
Sublandlord shall not be required to accept the delivery of the Letter of Credit
or to return the Security Deposits to the Subtenant unless the Letter of Credit
is in all respects in form and substance satisfactory to the Sublandlord in its
sole discretion. Without limiting, the foregoing, the Sublandlord shall not be
required to accept the Letter of Credit or to return the Security Deposits
unless (i) the bank issuing the Letter of Credit shall have a rating of at least
"A" or better from Moody's or Standard & Poor's; (ii) the Letter of Credit
states that the bank issuing the Letter of Credit agrees to make al I payments
under the letter of credit with the bank's own fund and not with the funds of
the Subtenant (iii) the Letter of Credit states that it shall not expire before
the later of October 29, 2000 or the date that Tenant vacates and surrenders the
Sublet Premises and the Sublandlord's License Rights in accordance with the
terms of this Sublease; and (iv) the Letter of Credit states that the
Sublandlord may draw funds under the Letter of Credit, from time to time until
the later of October 29, 2000 or the date that Tenant vacates and surrenders the
Sublet Premises and the Sublandlord's License Rights in accordance with the
terms of this Sublease, to the extent required to reimburse Landlord for any and
all Losses which the Sublandlord may incur as a result of the matter described
in clauses (a) through (c) of paragraph 7 of this Sublease up to the Letter of
Credit Amount
8. Brokers. Sublandlord and Subtenant represent to each other that, in e
negotiation of this Sublease, they dealt with no brokers other than Edward S.
Gordon Company, Inc. and Jones Lang Wooton USA. Sublandlord agrees to pay to
Edward S. Gordon Company, Inc. and Jones Lang Wooton USA, respectively, all
commissions owning by Sublandlord to such parties. Sublandlord agrees to
indemnity and hold harmless Subtenant from and against any and all Losses which
the Subtenant may incur as a result of any breach of the representation made by
Sublandlord in this paragraph 8. Subtenant agrees to indemnify and hold harmless
Sublandlord from and against any and all Losses which the Sublandlord may incur
as a result of any breach of the representation made by Subtenant in this
paragraph .
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9. Entire Agreement. This Sublease contains the entire understanding of the
parties and supersedes and terminates all prior agreements and understanding
relating to the subject mallet hereof. This Sublease may not be charged or
terminated orally or in any manner other than by an agreement in writing
executed by the party against whom enforcement of the change or termination is
sought
10. WAIVER OF JURY TRIAL. EACH OF SUBLANDLORD AND SUBTENANT HEREBY
IRREVOCABLY WAIVES ANY RIGHTS THAT THEY MAY HAVE TO A TRIAL BY JURY IN RESPECT
OF ANY LITIGATION BASED UPON, OR ARISING OUT OF, THIS SUBLEASE OR ANY COURSE OF
CONDUCT, COURSE OF DEALING, STATEMENTS OR ACTIONS OF ANY OF THEM RELATING
HERETO.
11. No Third Party Beneficiaries. Except as otherwise expressly provided
herein, nothing herein expressed or implied is intended or shall be construed to
confer "on or to entitle any person other than the Landlord, Subtenant and
Sublandlord, or their respective successors and assigns permitted hem by, to any
claim, cause of action, remedy or right of any kind or to give any person, firm
or corporation any rights or remedies under or by reason of this Sublease.
12. Construction. The language used in this Sublease will be deemed to be
the language chosen by the parties to express their mutual intent, and no rule
of strict construction will be applied against any party.
13. Headings. The heading contained in this Sublease are for reference
purposes only and shall not affect in any way the meaning or interpretation of
this Sublease.
14. Assignability. No party hereto assign this Sublease or any part hereof
without the prior written consent of the other party. Except as otherwise
provided herein, this Sublease shall be binding upon and inure to the benefit of
the parties hereto and their respective successors and permitted assign
15. Severability. Any term or provision of this Sublease which is invalid
or unenforceable in any jurisdiction shall, as to such jurisdiction, be
ineffective to e extent of such invalidity or unenforceability without rendering
invalid or unenforceable the remaining terms and provisions of this Sublease in
any other jurisdiction. If any provision of this Sublease is so broad as to be
unenforceable, such provision shall be interpreted to be only so broad as is
enforceable.
16. Governing Law. This Sublease shall be governed by ant construed
accordance with the laws of the State of New York without regard to its rules of
conflicts of laws.
17. Notices. All notices and other communications hereunder shall be in
writing and shall be deemed given if delivered personally, faxed, mailed by
registered or certified mail (return receipt requested) or deposited for
delivery with a reputable delivery service (such as Federal Express) to the
respective party at the address set forth below for each party (or to such other
individuals or addresses as a party may designate by notice given as provided
herein):
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If to Sublandlord:
Minet, Inc.
1114 Avenue of the Americas
New York, NY 10036
Attn: Francis Pionegro
Fax: (212) 782-6100
With a copy which shall not constitute notice to:
Ellen Perle, Esq.
General Counsel
Minet, Inc.
1114 14 Avenue of the Americas
New York, NY 10036
Fax: (212) 782-6100
If to Subtenant or Scott Kurnit:
General Internet Inc.
220 East 42nd Street
New York, NY 10017
Attn: Scott Kurnit and Robert Harris
Fax: c/o Frankfurt, Garbus Kelin & Selz at 212-593-9175
With a copy which shall not constitute notice to:
Frankfurt, Garbus Klein & Selz
488 Madison Avenue
New York, NY 10022
Attn: Robert G. Wise
Fax: 212-593-9175
18. Counterparts. This Sublease may be executed in counterparts which
together will constitute the same instrument This Sublease may be executed by
manual signature transmitted electronically and any such signature will be
deemed to be a manual execution.
19. Conditions to Obligations of the Sublandlord. Subtenant agrees that the
obligations of the Sublandlord hereunder are subject to the full and d complete
satisfaction of each of the following conditions precedent.
(a) On or prior to the Effective Date Subtenant shall have performed all of
the covenants required to be performed by Subtenant on or prior to the Effective
Date by this Sublease and the representations and warranties of Subtenant
contained in this Sublease shall be true and correct on and as of the Effective
Date. Without limiting the foregoing, on or prior to the Effective Date
Subtenant shall have paid to Sublandlord the Security Deposit payable on the
Effective Date in accordance with paragraph 7 of this Sublease.
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(b) On or prior to Effective Date, Sublandlord shall have received the
written consent of the Landlord, including any successor or successors in
interest of the Landlord, required to permit Sublandlord to sublease the Sublet
Premises to Subtenant and to sublicense the Sublandlord's License Rights to
Subtenant in accordance arc with the of Master Lease.
(c) No injunction or order of any court or administrative agency of
competent jurisdiction shall be in effect as of the Effective Date which
restrains, prohibits or challenges in any way the consummation of the
transactions contemplated hereby.
(d) All proceedings to be taken in connection with the consummation of the
transactions contemplated by this Sublease, and all documents incident thereto,
shall be satisfactory in form and substance to Sublandlord and its counsel.
In the event that any of the conditions stated above in this paragraph 19
are act fully and completely satisfied on or prior to the Effective Date,
Subtenant agrees that Sublandlord may immediately cancel this Sublease by
written notice to the Subtenant In the event that Sublandlord cancels this
Sublease in accordance with this paragraph 19, Sublandlord and Subtenant shall
be released from each "d every obligation and liability of any kind whatsoever
to the other party with respect to this Sublease and/or any costs or expenses
incurred by the other party in connection therewith and this Sublease shall be
null and void and of no further force and effect of any kind whatsoever,
provided that Sublandlord shall return the Security Deposit payable on the
Effective Date to the Subtenant, but only if, and to the extent, that such
Security Deposit was received by the Sublandlord.
20. Conditions of the Subtenant. Sublandlord agrees that the obligations of
the Subtenant hereunder are subject to the full and complete satisfaction of
each of the following conditions precedent:
(a) On or prior to the Effective Date, Sublandlord shall have received the
written consent of the Landlord, including any successor or successors in
interest of the Landlord, required to permit Sublandlord to sublease the Sublet
Premises to Subtenant and to sublicense the Sublandlord's License Rights to
Subtenant accordance with the tams of the Master Lease.
(b) No injunction or order of any court any administrative agency of
competent jurisdiction shall be in effect as of the Effective Date which
restrains, prohibits or challenges in any way the consummation of the
transactions contemplated hereby.
In the event that any of the conditions stated above in this paragraph 20
are not fully and completely satisfied on or prior to the Effective Date,
Subtenant may immediately cancel this Sublease by written notice to Sublandlord.
In the event that Subtenant cancels this Sublease in accordance with this
paragraph 20, Sublandlord and Subtenant shall be released from each and every
obligation and liability of any kind whatsoever to the other party with respect
to this Sublease and/or any costs or expenses incurred by the other party in
connection therewith and this Sublease shall be null and void ant of no further
force and effect of any kind whatsoever; provided the Sublandlord shall return
the Security Deposit payable on the Effective Date to the
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Subtenant, but only if, and to the extend, that such Security Deposit was
received by the Sublandlord.
21. "Good Guy" Provision: Scott Kurnit, who is the President of the
Subtenant, agrees to indemnify and hold harmless Sublandlord against any and all
loss, liability or expense (including but not limited to reasonable attorneys'
fees and other costs of litigation and preparation for litigation and any
amounts payable to the Landlord by the Sublandlord under paragraph 63 of the
Master Lease) which the Sublandlord may incur as a result of any failure on the
part of Subtenant to vacate the Sublet Premises and/or the Sublandlord's License
Rights during any period following the earlier of (a) the "c which is sixty (60)
days after the Termination Date or (b) the date which is sixty (60) days after
the "e upon which Sublandlord gives Subtenant and Scott Kurnit a written demand
that Subtenant vacate the Sublet Premises and surrender Subtenant's interest in
end to the Sublandlord's License Rights based upon a default by the Subtenant in
Subtenant's obligation to pay to Sublandlord the amounts payable under
paragraphs 2, 3 or 4 of this Sublease which default remains uncured for a period
of not less than sixty (60) says.
IN WITNESS WHEREOF, Sublandlord, Subtenant and Scott Kurnit have executed
this Sublease on the date first written above.
SUBLANDLORD SUBTENANT
Minet, Inc. General Internet Inc.
By: /s/ Robert G. Reidy By: /s/ Robert W. Harris
------------------------------------ --------------------
Name: Robert G. Reidy Name: Robert W. Harris
Title: Vice President & Assistant Title: CFO
Date: October 29, 1996 Date: October 25, 1996
/s/ Scott Kurnit 10/25/96
------------------------------------
Scott Kurnit
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Ellen Pearle, Esq.
October 21, 1996
Page 1
October 21, 1996
Ellen Pearle, Esq.
General Counsel
c/o Minet, Inc.
1114 Avenue of the Americas
New York, New York 10036
RE: Consent to sublease a portion of the 24th floor, 220 East 42nd Street,
New York, New York between Minet, Inc. as Sublessor and General
Internet Inc. as Sublessee.
Dear Ms. Pearle:
220 News LLC having an office at 220 East 42nd Street, New York, New York
("Landlord"), consents to the Sublease ("Sublease") dated as of November 1,
1996, between Minet, Inc. having an office at 1114 Avenue of the Americas, New
York, New York 10036 ("Tenant") and General Internet Inc. having an office at
220 East 42nd Street, New York, NY 10017 ("Sublessee"), a true copy of which has
been submitted to the Landlord, covering space ("Space") described in the
Sublease, being a portion of the 24th floor of the building known as 220 East
42nd Street, New York, New York, which is currently leased by Tenant by the
lease dated January 27, 1989 as previously or hereafter amended ("Lease"), such
consent being subject to and upon the following terms and conditions:
1. Nothing herein contained shall be construed to modify, waive, impair or
affect any of the provisions, covenants, agreements, terms or conditions of
the Lease, or to waive any breach thereof, or any rights of the Landlord
against any person, firm, association or corporation liable or responsible
for the performance thereof, or to enlarge or increase the Landlord's
obligations or Tenant's rights under the Lease, and all provisions,
covenants, agreements, terms and conditions of the Lease are hereby
mutually declared to be in full force and effect.
2. Tenant shall be and remain liable and responsible for the due keeping,
performance and observance of all the provisions, covenants, agreements,
terms and conditions set forth in the Lease on the part of Tenant to be
kept, performed and observed.
3. The Sublease (and all amendments, modifications, and extensions thereof)
shall be subject and subordinate at all times to the Lease, and to all of
the provisions, covenants, agreements, terms and conditions of the Lease.
4. Nothing herein contained shall be construed as a consent co, or approval or
ratification by Landlord of, any of the particular provisions of the
Sublease or as a representation or
<PAGE>
Ellen Pearle, Esq.
October 21, 1996
Page 2
warranty by Landlord. Landlord shall not be bound or estopped in any way by
the provisions of the Sublease.
5. This consent shall not be construed as a consent by Landlord to, or as
permitting, any other or further licensing or subletting by Tenant or any
amendment of the Sublease, except as specifically provided in the Lease.
Notwithstanding the foregoing, Landlord hereby consents to the sublicense
of the "Sublandlord's License Rights," as such term is defined in the
Sublease, from the Tenant to the Sublessee pursuant to the terms of the
Lease.
6. Tenant agrees that it shall pay any brokerage commissions payable in
connection with the Sublease and Landlord shall have no responsibility with
respect thereto. Tenant agrees to indemnify and hold harmless Landlord
against and from any claims for any such brokerage commissions and all
costs, expenses, liabilities in connection therewith, including, without
limitation, attorneys' fees and expenses. The provisions of this Article
shall survive the expiration or sooner termination of the Lease.
7. This consent shall not be construed as a consent by Landlord to any
alterations to the Space by the Tenant or Sublessee. Notwithstanding
anything to the contrary within the Sublease, all alterations to the Space
must be authorized by the prior written consent of Landlord and performed
in accordance with the terms of Article 3 of the Lease.
8. Notwithstanding anything to the contrary within the Sublease, in the event
the Lease shall terminate for any reason prior to the stated expiration
date, the Sublease shall also terminate on such date without any liability
whatsoever on the part of Landlord to Tenant or Sublessee, except as
provided in the Lease regarding Landlord defaults.
9. Tenant, pursuant to Article 53(E)(h) of the Lease, covenants to deliver to
Landlord contemporaneously with the delivery of this Agreement to Landlord,
a check or checks, subject to collection, made payable to the order of
Landlord, in a sum equal to all reasonable costs and legal fees incurred by
Landlord in connection with the granting of this consent.
<PAGE>
Ellen Pearle, Esq.
October 21, 1996
Page 3
Kindly indicate your acceptance of our consent on the foregoing terms and
conditions by signing a copy hereof and returning the same to the undersigned.
220 NEWS LLC, a New York limited liability company
By: Daily Planet LLC, a New York limited liability
company
By: News East LLC, a New York limited
liability company
By: /s/ Laurence Gluck
Laurence e Gluck
Managing Member
MINET, INC., a New Jersey
corporation
By: /s/ Robert G. Reidy
Name: Robert G. Reidy
Title: Assistant Secretary and
Vice President
<PAGE>
TWO TWENTY EAST LIMITED PARTNERSHIP
c/o LaSalle Partners
220 East 42nd Street
New York, Hew York 10017
November 3, 1992
Minet Inc.
220 East 42nd Street
New York, Hew York 10017
Re: Portion of the 22nd Floor
The News Building
Gentlemen:
Reference is made to that certain lease between the undersigned, as
landlord, and you (formerly known as Minet International Professional Indemnity
insurance Brokers, Inc.), as tenant, dated as of January 27, 1989 (the "Original
Lease"), as amended by an Agreement Modifying Lease I dated as of November 26,
1990 (the "First Amendment') an Agreement Modifying Lease II dated as Of June
18, 1991 (the "Second Amendment") and a letter agreement dated May 22, 1992 (the
`Letter Agreement ), covering the entire twenty-first (21st) and twenty-fourth
(24th) floors, as well as portions of the twenty-fifth (25th) and twenty-sixth
(26th) floors (the "Premises") in the building (the "Building") located at 220
East 42nd Street, New York, New York 10017 (the Original Lease, the First
Amendment, the Second Amendment and the better Agreement, collectively, the
"Lease.), as more particularly described in the Lease.
This is to confirm our agreement with respect to your leasing of additional
space in the Building on a short-term basis. Unless otherwise defined in this
letter agreement, capitalized terms used herein shall have the meanings ascribed
to them in the Lease.
Effective for the period commencing on November 15, 1992 and ending on Hay
14, 1993 (the "Short Term Space Term") the portion of the 22nd floor of the
Building, as shown on the floor plan annexed hereto as Exhibit A (the "Short
Term Space") shall be added to and included in the Premises (as defined in the
Lease). The leasing of the Short Term Space shall be subject to all of the terms
and conditions of the Lease, except as otherwise herein provided.
The Fixed Rent payable with respect so the Short Term Space (including any
portion thereof payable for electric current) shell be $8,166.67 per month
throughout the Short Term Space Term.
Throughout the Short Term Space Term only, as the same may be extended as
herein provided, the amount payable per annum se set forth in Article 46B of the
Original Lease, as modified by the First Amendment, the Second Amendment and the
Letter Agreement, shall increase by $10,500.00.
<PAGE>
You shell pay all items of Additional Rent provided for in the Lease with
respect to the Short Tens Space, except that the provisions of Article 42 of the
Original Lease shall not apply to the Short Term Space, except as provided
below.
Subject to our consent, which may be withheld in our absolute discretion,
you any elect to extend the Short Term Space Term on a month-to-month basis,
provided that we shall receive written notice of such election on or before
April 15, 1993. In the event that the term c! the Lease with respect to the
Short Term Space shell be so extended, it shall thereafter be terminable for any
reason whatsoever, at either your or our option, upon 30 days' prior written
notice to the other party hereto.
In the event that the Short Term Space Term shall extend beyond Key 14,
1993, then notwithstanding anything herein to the contrary, with respect to the
period from and after May 15, 19 93 through the date of termination of the Lease
with respect to the Short Term Space, you shall pay Tenant `c Tax Payment and
Tenant Tenant's Operating Payment as provided in Article 42 of the Original
Lease, as modified loaf by Section 2(d)(iii) through 2(d)(v) Of the First
Amendment c. well as the letter Agreement, with respect to the Short Term Space,
except that, for purposes of calculating Tenant's Tax Payment end Tenant's
Operating payment with respect to the Short Term Space only, (i) "Premises Area"
as sot forth in Section 42A(a) of the Original Lease shall be deemed to mean
3,500 square feet; and (ii) "Tenant's Proportionate Share" as set forth in
Section 42A(b) of the Original Lease shall be deemed to be .3205%.
We shell have no obligation to make any improvements to the Short Term
Space to prepare the same for your occupancy or otherwise other than to (i) 1 )
patch and repaint the Short Term Space and (ii) replace any missing coiling
tiles, light bulb and door knobs therein, using materials of Building standard
quality, color and design.
You hereby represent that you dealt with no broker or brokers other then
LaSalle Partners and Jones Lang Wootton USA in the negotiation of this letter
agreement and that you shall pay any commission earned by Jones Lang Wootton USA
in connection herewith. You hereby indemnity us and agree to hold us harmless
from sod against any loss, cost, damage, claim or liability arising cut of any
inaccuracy or alleged inaccuracy of the above representations, including without
limitation reasonable attorneys' fees. The provisions of this paragraph shall
survive the expiration or earlier termination of this letter agreement.
If we are unable to give possession of the Short Tem Space on the date set
forth herein for any reason, we shall not be subject to any liability for
failure to give possession on said date, and the validity of this agreement
shall not be impaired under such circumstances, nor shall the same be construed
in any way to extend the Short Term Space Term. If, for any reason, Section
223-a of the Real Property Law shell be deemed applicable hereto, the parties
agree that this paragraph is intended to be "an express provision to the
contrary. for purposes of that statute.
Except as herein modified, the Lease shall remain in full force and effect
end, as herein modified, is hereby ratified and confirmed in all respects.
2
<PAGE>
This letter agreement may not be orally changed or terminated nor any of
its provisions waived, unless by an agreement in writing signed by the party
against whom enforcement of any change, termination or waiver is sought.
This Agreement shall be binding upon, and inure to the benefit of, the
parties hereto, their respective legal representative, successors and assigns,
Kindly acknowledge your agreement to the foregoing by signing this letter
in the space below.
Very truly yours,
TWO TWENTY EAST LIMITED PARTNERSHIP
By: LaSalle Partners, Agent
By: LaSalle Partners Incorporated, General
Partner
By: /s/ Barbara Winter
-------------------------------------
Name: Barbara Winter
Title: Vice President
ACKNOWLEDGED & AGREED TO:
MINET, INC.
By: /s/ Hubert F. Babinski
----------------------------------
Name: Hubert F. Babinski
Title: Executive Vice President
3
<PAGE>
[GRAPHIC OMITTED]
<PAGE>
TWO TWENTY EAST LIMITED PARTNERSHIP
c/o LaSalle Partners
220 East 42nd Street
New York, Hew York 10017
May 22, 1992
Minet Inc.
220 East 42nd Street
New York, Hew York 10017
Re: Portion of the 22nd Floor
The News Building
Gentlemen:
Reference is made to that certain lease, dated se of January 27, 1989 (the
"Original Lease"), amended by an Agreement Modifying Lease dated as Of November
26, 1990 (the "First Amendment. ) and by an Agreement Modifying Lease II dated
as of June 18, 1991 (the "Second Amendment"), between us, as landlord, and you,
as tenant, covering the entire twenty-first (21st) end twenty-fourth (24th)
floors, as well as a portion of the twenty-fifth (25th) floor (the "Premises") )
in the building (the "Building") located at 220 East 42nd Street, New York Hew
York 10017 (the Original Lease, the First Amendment and the Second Amendment,
collectively, the "Lease"), ), as more particularly described in the Lease.
This is to confirm our agreement with respect to your leasing of additional
space in the Building on a short-term basis. Unless otherwise defined in this
letter agreement, capitalized terms used herein shall have the meanings ascribed
to them in the Lease.
Effective for the period commencing on May 15, 1992 and ending on November
14, 1992 (the "Short Term Space Term") the portion of the 26th floor of the
Building, as shown on the floor plan annexed hereto as Exhibit A (the "Short
Term space.) shell be added to and included in the Premises (as defined in the L
Lease). ) . She leasing of the Short Term Space shall be subject to all of the
terms and conditions of the Lease, except as otherwise he herein in provided.
The Fixed Rent payable with respect to the Short Term Space (including any
portion thereof payable for electric current) shall be $7,466.67 per month
throughout the Short Term Space Term.
Throughout the Short Term Space Term on only, as the same may be extended
as herein provided, the amount allocable per annum as set forth in Article 46B
of the original Lease as modified by the First Amendment and the Second .
Amendment, shall increase by $9,600.00 to $101,104.50.
<PAGE>
You shall pay all items of Additional Rent provided for in the Lease with
respect to the Short Term Space, except that the provisions of Article 42 of the
Original Lease shall not apply to the Short Term Space, except as provided
below.
Subject to our consent, which may be withheld in our absolute discretion,
you may elect to extend the Short Term Space Term on a month-to-month basis,
provided that we shall receive written notice of such election on or before
October 15, 1992. In the event that the term of the Lease with respect to the
Short Term Space shall be so extended, it shall thereafter be terminable for any
reason whatsoever, at either your or our option, upon 30 days' prior written
notice to the other party hereto.
In the event that the Short Term Space Term shall extend beyond December
31, 1992, then notwithstanding anything herein to the contrary, with respect to
the period from and after January 1, 1993 through the date of termination of the
Lease with respect to the Short Term Space, you shall pay Tenant's Tax Payment
and Tenant's Operating Payment as provided in Article 42 of the Original Lease,
as modified by Sections 2(d)(iii) through 2(d)(v) of the First Amendment, with
respect to the Short Term Space, except that, for purposes of calculating
Tenant's Tax Payment and Tenant Tenant's Operating Payment with respect to the
Short Term Space only, (i) "Premises Area" as set forth in Section 42A(a) of the
Original Lease shall be deemed to mean 3,200 square feet' and (ii) "Tenant's
Proportionate Share. as ret forth in Article 42A(b) of the Original Lease shall
be deemed to be .2930%.
We shall have no obligation to make any improvements to the Short Term
Space to prepare the same for your occupancy or otherwise other than to
construct a partition and two doors of Building-standard materials and design as
indicated on the plan attached hereto as Exhibit B.
You hereby represent that you dealt with no broker or brokers other than
LaSalle Partners and Jones Lang Wootton USA in the negotiation of this letter
agreement and that no brokerage commission will be earned by Jones Lang Wootton
use in connection herewith. You hereby indemnify us and agree to hold us
harmless from and against any loss, cost, damage, claim or liability arising out
of any inaccuracy or alleged inaccuracy of the above representations, including
without limitation reasonable attorneys' fees. The provisions of this paragraph
shall survive the expiration or earlier termination of this letter agreement.
If we are unable to give possession of the Short Term Space on the date set
forth herein for any reason, we shell not be subject to any liability for
failure to give possession on said date, and the validity of this agreement
shall not be impaired under such circumstances, nor shall the same be construed
in any way to extend the Short Term Space Term. If, for any reason, Section
223-a of the Real Property Law shall be deemed applicable hereto, the parties
agree that this paragraph is intended to be tan express provision to the
contrary for purposes of that statute.
Except as herein modified. the Lease shall remain in full force and effect
and, as herein modified, is hereby ratified and confirmed in all respects.
2
<PAGE>
This letter agreement may not be orally changed or terminated nor any of
its provisions waived, unless by an agreement in writing signed by the party
against whom enforcement of any change, termination or waiver is sought.
This Agreement shall be binding upon, and inure to the benefit of, the
parties hereto, their respective legal representatives, successors and assigns.
Kindly acknowledge your agreement to the foregoing by signing this letter
in the space below.
Very truly yours,
TWO TWENTY EAST LIMITED PARTNERSHIP
By: LaSalle Partners, Agent
By: LaSalle Partners Incorporated, General
Partner
By: /s/ Barbara Winter
-----------------------------
Name: Barbara Winter
Title: Vice President
ACKNOWLEDGED & AGREED TO:
MINET, INC.
By: /s/ Hubert F. Babinski
-----------------------------------
Name: Hubert F. Babinski
Title: Executive Vice President
3
<PAGE>
[GRAPHIC OMITTED]
<PAGE>
[GRAPHIC OMITTED]
<PAGE>
TWO TWENTY EAST LIMITED PARTNERSHIP
c/o LaSalle Partners
220 East 42nd Street
New York, Hew York 10017
May 22, 1992
Minet Inc.
220 East 42nd Street
New York, Hew York 10017
Re: Portion of the 22nd Floor
The News Building
Gentlemen:
Reference is made to that certain lease, dated se of January 27, 1989 (the
"Original Lease"), amended by an Agreement Modifying Lease dated as Of November
26, 1990 (the "First Amendment. ) and by an Agreement Modifying Lease II dated
as of June 18, 1991 (the "Second Amendment"), between us, as landlord, and you,
as tenant, covering the entire twenty-first (21st) end twenty-fourth (24th)
floors, as well as a portion of the twenty-fifth (25th) floor (the "Premises") )
in the building (the "Building") located at 220 East 42nd Street, New York Hew
York 10017 (the Original Lease, the First Amendment and the Second Amendment,
collectively, the "Lease"), ), as more particularly described in the Lease.
This is to confirm our agreement with respect to your leasing of additional
space in the Building on a short-term basis. Unless otherwise defined in this
letter agreement, capitalized terms used herein shall have the meanings ascribed
to them in the Lease.
Effective for the period commencing on May 15, 1992 and ending on November
14, 1992 (the "Short Term Space Term") the portion of the 26th floor of the
Building, as shown on the floor plan annexed hereto as Exhibit A (the "Short
Term space.) shell be added to and included in the Premises (as defined in the L
Lease). ) . She leasing of the Short Term Space shall be subject to all of the
terms and conditions of the Lease, except as otherwise he herein in provided.
The Fixed Rent payable with respect to the Short Term Space (including any
portion thereof payable for electric current) shall be $7,466.67 per month
throughout the Short Term Space Term.
Throughout the Short Term Space Term on only, as the same may be extended
as herein provided, the amount allocable per annum as set forth in Article 46B
of the original Lease as modified by the First Amendment and the Second .
Amendment, shall increase by $9,600.00 to $101,104.50.
<PAGE>
You shall pay all items of Additional Rent provided for in the Lease with
respect to the Short Term Space, except that the provisions of Article 42 of the
Original Lease shall not apply to the Short Term Space, except as provided
below.
Subject to our consent, which may be withheld in our absolute discretion,
you may elect to extend the Short Term Space Term on a month-to-month basis,
provided that we shall receive written notice of such election on or before
October 15, 1992. In the event that the term of the Lease with respect to the
Short Term Space shall be so extended, it shall thereafter be terminable for any
reason whatsoever, at either your or our option, upon 30 days' prior written
notice to the other party hereto.
In the event that the Short Term Space Term shall extend beyond December
31, 1992, then notwithstanding anything herein to the contrary, with respect to
the period from and after January 1, 1993 through the date of termination of the
Lease with respect to the Short Term Space, you shall pay Tenant's Tax Payment
and Tenant's Operating Payment as provided in Article 42 of the Original Lease,
as modified by Sections 2(d)(iii) through 2(d)(v) of the First Amendment, with
respect to the Short Term Space, except that, for purposes of calculating
Tenant's Tax Payment and Tenant Tenant's Operating Payment with respect to the
Short Term Space only, (i) "Premises Area" as set forth in Section 42A(a) of the
Original Lease shall be deemed to mean 3,200 square feet' and (ii) "Tenant's
Proportionate Share. as ret forth in Article 42A(b) of the Original Lease shall
be deemed to be .2930%.
We shall have no obligation to make any improvements to the Short Term
Space to prepare the same for your occupancy or otherwise other than to
construct a partition and two doors of Building-standard materials and design as
indicated on the plan attached hereto as Exhibit B.
You hereby represent that you dealt with no broker or brokers other than
LaSalle Partners and Jones Lang Wootton USA in the negotiation of this letter
agreement and that no brokerage commission will be earned by Jones Lang Wootton
use in connection herewith. You hereby indemnify us and agree to hold us
harmless from and against any loss, cost, damage, claim or liability arising out
of any inaccuracy or alleged inaccuracy of the above representations, including
without limitation reasonable attorneys' fees. The provisions of this paragraph
shall survive the expiration or earlier termination of this letter agreement.
If we are unable to give possession of the Short Term Space on the date set
forth herein for any reason, we shell not be subject to any liability for
failure to give possession on said date, and the validity of this agreement
shall not be impaired under such circumstances, nor shall the same be construed
in any way to extend the Short Term Space Term. If, for any reason, Section
223-a of the Real Property Law shall be deemed applicable hereto, the parties
agree that this paragraph is intended to be tan express provision to the
contrary for purposes of that statute.
Except as herein modified. the Lease shall remain in full force and effect
and, as herein modified, is hereby ratified and confirmed in all respects.
2
<PAGE>
This letter agreement may not be orally changed or terminated nor any of
its provisions waived, unless by an agreement in writing signed by the party
against whom enforcement of any change, termination or waiver is sought.
This Agreement shall be binding upon, and inure to the benefit of, the
parties hereto, their respective legal representatives, successors and assigns.
Kindly acknowledge your agreement to the foregoing by signing this letter
in the space below.
Very truly yours,
TWO TWENTY EAST LIMITED PARTNERSHIP
By: LaSalle Partners, Agent
By: LaSalle Partners Incorporated, General
Partner
By: /s/ Barbara Winter
-----------------------------
Name: Barbara Winter
Title: Vice President
ACKNOWLEDGED & AGREED TO:
MINET, INC.
By: /s/ Hubert F. Babinski
-----------------------------------
Name: Hubert F. Babinski
Title: Executive Vice President
3
<PAGE>
FINAL
1/25/89
LEASE
BETWEEN
TWO TWENTY EAST LIMITED PARTNERSHIP
AND
MINET INTERNATIONAL PROFESSIONAL
INDEMNITY INSURANCE BROKERS, INC.
THE NEWS BUILDING
220 EAST 42ND STREET
NEW YORK, NEW YORK
<PAGE>
STANDARD FORM OF OFFICE LEASE The Real
Estate Board of New York, Inc.
AGREEMENT OF LEASE, made as of this 27th day of January 1989, between TWO
TWENTY EAST LIMITED PARTNERSHIP, an Illinois limited partnership having an
office c/o LaSalle Partners, 220 East 42nd Street, New York, 10017., party of
the first part, hereinafter referred to as OWNER or Landlord and MINET
INTERNATIONAL PROFESSIONAL INDEMNITY INSURANCE BROKERS, INC., a New Jersey
corporation, having an office at 220 East 42nd Street, New York, New York 10017.
Witnesseth: Owner hereby leases to Tenant and Tenant hereby hires from
Owner the premises (hereinafter referred to as "premises", demised premises", or
"Premises") consisting of the entire 21st floor, as indicated on the floor plan
annexed hereto as Exhibit A in the building known as The News Building, located
at 220 East 42nd Street, New York, New York ("Building") in the Borough of
Manhattan, City of New York, for a term ("term" or "Term") to commence on
January , 1989 (the "Commencement Date") to end on June 30, 1999 (the
"Expiration Date") (or until such term shall sooner cease and expire as
hereinafter provided at an annual rental (hereinafter called "rent" or "Fixed
Rent") as described in Article 38, together with all other sums of money as
shall become due and payable by Tenant under this lease (hereinafter called
"additional rent" or "Additional Rent") which payments Tenant agrees to make
payable to LaSalle Partners, at Tenant's option, by check drawn on a bank which
is a member of the New York Clearing House Association or by wire transfer of
funds, which Tenant agrees to pay in lawful money of the United States which
shall be legal tender in payment of all debts and dues, public and private, at
the time of payment, in equal monthly installments in advance on the first day
of each month during said term, at the office of Owner or such other place as
Owner may designate, without any set off or deduction whatsoever, except that
Tenant shall pay the first monthly installment(s) on the execution hereof
(unless this lease be a renewal).
In the event that, at the commencement of the term of this lease, or
thereafter, Tenant shall be in default in the payment of rent to Owner pursuant
to the terms of another lease with Owner or with Owner" predecessor in interest,
Owner may at Owner" option and without notice to Tenant add the amount of such
arrears to any monthly installment of rent payable hereunder and the same shall
be payable to Owner as additional rent.
The parties hereto, for themselves, their heirs, distributees, executors,
administrators, legal representatives, successors and assigns, hereby covenant
as follows:
1. Rent: Tenant shall pay the rent as above and as hereinafter provided.
2. Occupancy: Tenant shall use and occupy demised premised for executive or
administrative offices of Tenant commensurate with the character and dignity of
the building as a first class office building and for no other purpose.
3. Tenant Alterations: Tenant shall make no changes in or to the demised
premises of any nature without Owner's prior written consent. Subject to the
prior written consent of Owner, and to the provisions of this article, Tenant at
Tenant's expense, may make alterations, installations, additions or improvements
which are non-structural and which do not
<PAGE>
affect utility services or plumbing and electrical lines, in or to the interior
of the demised premises by using contractors or mechanics first approved by
Owner. Tenant shall, before making any alterations, additions, installations or
improvements, at its expense, obtain all permits, approvals an certificates
required by any governmental or quasi-governmental bodies and (upon completion)
certificates of final approval thereof and shall deliver promptly duplicates of
all such permits, approvals and certificates to Owner and Tenant agrees to carry
and will cause Tenant's contractors and sub-contractors to carry such workman's
compensation, general liability, personal and property damage insurance as Owner
may require. If any mechanic's lien is filed against the demised premises, or
the building of which the same forms a party, for work claimed to have been done
for, or materials furnished to, Tenant, whether or not done pursuant to this
article, the same shall be discharged by Tenant within thirty days thereafter,
at Tenant's expense, by filing the bond required by law. All fixtures and all
paneling, partitions, railings and like installations, installed in the premises
at any time, either by Tenant or by Owner in Tenant's behalf, shall, upon
installation, become the property of Owner and shall remain upon and be
surrendered with the demised premises unless Owner, by notice to Tenant no later
than twenty days prior to the date fixed as the termination of this lease,
elects to relinquish Owner's right thereto and to have them removed by Tenant,
in which event the same shall be removed from the premises by Tenant prior to
the expiration of the lease at Tenant's expense. Nothing in this Article shall
be construed to give Owner title to or to prevent Tenant's removal of trade
fixtures, moveable office furniture and equipment, but upon removal of any such
from the premises or upon removal of other installations as may be required by
Owner, Tenant shall immediately and at its expense repair and restore the
premises to the condition existing prior to installation and repair any damage
to the demised premises or the building due to such removal. All property
permitted or required to be removed, by Tenant at the end of the term remaining
in the premises after Tenant's removal shall be deemed abandoned and may, at the
election of Owner, either be retained as Owner's property or may be removed from
the premises by Owner, at Tenant's expense.
4. Maintenance and Repairs: Tenant shall, throughout the term of this
lease, take good care of the demised premises and the fixtures and appurtenances
therein. Tenant shall be responsible for all damage or injury to the demised
premises or any other part of the building and the systems and equipment
thereof, whether requiring structural or nonstructural repairs caused by or
resulting from carelessness, omission, neglect or improper conduct of Tenant.
Tenant's subtenants, agents, employees, invitees or licensees, or which arise
out of any work, labor, service or equipment done for or supplied to Tenant or
any subtenant or arising out of the installation, use or operation of the
property or equipment of Tenant or any subtenant. Tenant shall also repair all
damage to the building and the demised premises caused by the moving of tenant"
fixtures, furniture and equipment. Tenant shall promptly make, at Tenant's
expense, all repairs in and to the demised premises for which Tenant is
responsible, using only the contractor for the trade or trades in question,
selected from a list of at least two contractors per trade submitted by Owner.
Any other repairs in or to the building or the facilities and systems thereof
for which Tenant is responsible shall be performed by Owner at the Tenant's
expense. Owner shall maintain in good working order and repair the exterior and
the structural portions of the building, including the structural portions of
its demised premises, and the public portions of the building interior and the
building plumbing, electrical, heating and ventilation systems (to the extent
such systems presently exist) serving the demised premises. Tenant agrees to
give prompt notice of any defective condition in the premises for which Owner
may be
<PAGE>
responsible hereunder. There shall be no allowance to Tenant for
diminution of rental value and no liability on the part of Owner by reason of
inconvenience, annoyance or injury to business arising from Owner or others
making repairs, alterations, additions or improvements in or to any portion of
the building or the demised premises or in and to the fixtures, appurtenances or
equipment thereof. It is specifically agreed that Tenant shall not be entitled
to any setoff or reduction of rent by reason of any failure of Owner to comply
with the covenants of this or any other article of this Lease. Tenant agrees
that Tenant's sole remedy at law in such instance will be by way of an action
for damages for breach of contract. The provisions of this Article 4 shall not
apply in the case of fire or other casualty which are dealt with in Article 9
hereof.
5. Window Cleaning: Tenant will not clean nor require, permit, suffer or
allow any window in the demised premises to be cleaned from the outside in
violation of Section 202 of the Labor Law or any other applicable law or of the
Rules of the Board of Standards and Appeals, or of any other Board or body
having or asserting jurisdiction.
6. Requirements of Law; Fire Insurance, Floor Loads: Prior to the
commencement of the lease term, Tenant is then in possession, and at all times
thereafter tenants, at Tenant's sole cost and expense, shall promptly comply
with all present and future laws, orders and regulations of all state, federal,
municipal and local governments, departments, commissions and boards and any
direction of any public officer pursuant to law, and all orders, rules and
regulations of the New York Board of Fire Underwriters, Insurance Services
Office or any similar body which shall impose any violation, order or duty upon
Owner or Tenant with respect to the demised premises, arising out of Tenant's
particular use or manner of use thereof, (including Tenant's permitted use) or,
with respect to the building if arising out of Tenant's particular use or manner
of use of the premises or the building (including the use permitted under the
lease). Nothing herein shall require Tenant to make structural repairs or
alterations unless Tenant has, by its manner of use of the demised premises or
method of operation therein, violated any such laws, ordinances, orders, rules,
regulations or requirements with respect thereto. Tenant may, after securing
Owner to Owner's satisfaction against all damages, interest, penalties and
expenses, including, but not limited to, reasonable attorney's fees, by cash
deposit or by surety bond in an amount and in a company satisfactory to Owner,
contest and appeal any such laws, ordinances, orders, rules regulations or
requirements provided same is done with all reasonable promptness and provided
such appeal shall not subject Owner to prosecution for a criminal offense or
constitute a default under any lease or mortgage under which Owner may be
obligated, or cause the demised premises or any party thereof to be condemned or
vacated. Tenant shall not do or permit any act or thing to be done in or to the
demised premises which is contrary to law, or which will invalidate or be in
conflict with public liability, fire or other policies of insurance at any time
carried by or for the benefit of Owner with respect to the demised premises or
the building of which the demised premises form a part, or which shall or might
subject Owner to any liability or responsibility to any person or for property
damage. Tenant shall not keep anything in the demised premises except as now or
hereafter permitted by the Fire Department, Board of Fire Underwriters, Fire
Insurance Rating Organization or other authority having jurisdiction, and then
only in such manner and such quantity so as not to increase the rate for fire
insurance applicable to the building, nor use the premises in a manner which
will increase the insurance rate for the building or any property located
therein over that in effect prior to the commencement of Tenant's occupancy.
Tenant shall pay all costs, expenses, fines, penalties, or damages, which may be
imposed upon Owner by reason of Tenant's failure to
<PAGE>
comply with the provisions of this article and if by reason of such failure the
fire insurance rate shall, at the beginning of this lease or at any time
thereafter, be higher than it otherwise would be, then Tenant shall reimburse
Owner, as additional rent hereunder, for that portion of all fire insurance
premiums thereafter paid by Owner which shall have been charged because of such
failure by tenant. In any action or proceeding wherein Owner and Tenant are
parties, a schedule or "make-up" of rate for the building or demised premises
issued by the New York Fire Insurance Exchange, or other body making fire
insurance rates applicable to said premises shall be conclusive evidence of the
facts therein stated and of the several items and charges in the fire insurance
rates then applicable to said premises. Tenant shall not place a load upon any
floor of the demised premises exceeding the floor load per square foot areas
which it was designed to carry and which is allowed by law. Owner reserves the
right to prescribe the weight and position of all safes, business machines and
mechanical equipment. Such installations shall be placed and maintained by
Tenant, at Tenant's expense, in settings sufficient, in Owner's judgement, to
absorb and prevent vibration, noise and annoyance.
7. Subordination: INTENTIONALLY OMITTED.
8. Property - Loss, Damage, Reimbursement, Indemnity: Owner or its agents
shall not be liable for any damage to property of tenant or of others entrusted
to employees of the building, nor for loss of or damage to any property of
Tenant by theft or otherwise, nor for any injury or damage to persons or
property resulting from any cause of whatsoever nature, unless caused by or due
to the negligence of Owner, its agents, servants or employees. Owner or its
agents will not be liable for any such damage caused by other tenants or persons
in, upon or about said building or caused by operations in construction of any
private, public or quasi-public work. If at any time any windows of the demised
premises are temporarily closed, darkened or bricked up or permanently closed,
darkened or bricked up, if required by laws for any reason whatsoever including,
but not limited to Owner's own acts, Owner shall not be liable for any damage
Tenant may sustain thereby and Tenant shall not be entitled to any compensation
therefor nor abatement or diminution of rent nor shall the same release Tenant
from its obligations hereunder nor constitute an eviction. Tenant shall
indemnify and save harmless Owner against and from all liabilities, obligations,
damages, penalties, claims, costs and expenses for which Owner shall not be
reimbursed by insurance, including reasonable attorney fees, paid suffered or
incurred as a result of any breach by Tenant. Tenant's agents, contractors,
employees, invitees or licensees of any covenant of condition of this lease, or
the carelessness, negligence or improper conduct of the Tenant, Tenant's agents,
contractors employees, invitees or licensees Tenant's liability under this lease
extends to the acts and omissions of any sub-tenants and any agent, contractor,
employee, invitee or licensee of any sub-tenant and any agent, contractor,
employee, invitee or licensee of any sub-tenant. In case any action or
proceeding is brought against Owner by reason of any such claim, Tenant, upon
written notice from Owner, will, at Tenant's expense, resist or defend such
action or proceeding by counsel approved by Owner in writing, such approval not
to be unreasonably withheld.
9. Destruction, Fire and Other Casualty: (a) If the demised premises or any
part thereof shall be damaged by fire or other casualty, Tenant shall give
immediate notice thereof to Owner and this lease shall continue in full force
and effect except as hereinafter set forth. (b) If the demised premises are
partially damaged or rendered partially unusable by fire or other casualty, the
damages therein shall be repaired by and at the expense of Owner and the
<PAGE>
rent, until such repair shall be substantially completed shall be apportioned
from the day following the casualty according to the part of the premises which
is usable. (c) If the demised premises are totally damaged or rendered wholly
unusable by fire or other casualty, then the term shall be proportionate. If
paid up to the time of the casualty and thenceforth shall cease until the date
when the premises shall have been repaired and restored by Owner, subject to
Owner's right to elect not to restore the same as hereinafter provided. (d) If
the demised premises are rendered wholly unusable or (whether or not the demised
premises are damaged in whole or in part) if the building shall be so damaged
that Owner shall decide to demolish it or to rebuild it, then, in any of such
events, Owner may elect to terminate this lease by written notice to Tenant,
given within 90m days after such fire or casualty, specifying a date for the
expiration of the lease, which date shall not be more than 60 days after the
giving of such notice, and upon the date specified in such notice the term of
this lease shall expire as fully and completely as fi such date were the date
set forth above (or the termination of this lease and Tenant shall forthwith
quit, surrender and vacate the premises without prejudice however, to landlord's
rights and remedies against Tenant under the release provisions in effect prior
to such terminations, and any rent owing shall be paid up to such date and any
payments of rent made by Tenant which were on account of any period subsequent
to such date shall be returned to Tenant. Unless Owner shall serve a termination
notice as provided for herein, Owner shall make the repairs and restorations
under the conditions of (b) and (c) hereof, with all reasonable expedition,
subject to delays due to adjustment of insurance claims, labor troubles and
causes beyond Owners' control After any such casualty, Tenant shall cooperate
with Owner's restoration by removing from the premises as promptly as reasonably
possible, all of Tenant's salvageable inventory and movable equipment,
furniture, and other property. Tenant's liability for rent shall resume five (5)
days after written notice from Owner that the premises are substantially ready
for Tenant's occupancy. (e) Nothing contained hereinabove shall relieve Tenant
from liability that may exist as a result of damage from fire or other casualty.
Notwithstanding the foregoing, each party shall look first to any recovery for
loss or damage resulting from fire or other casualty, and to the extent that
such insurance is in force and collectible and to the extent permitted by law,
Owner and Tenant each hereby releases and waives all right of recovery against
the other or any once claiming through or under each of them by way of
subrogation or otherwise. The foregoing release and waiver shall be in force
only if both releasors' insurance policies contain a clause providing that such
a release or waiver shall not invalidate by the payment of additional premiums,
then the party benefiting from the waiver shall pay such premium within ten days
after written demand or shall be deemed to have agreed that the party obtaining
insurance with respect to waiver or subrogation. Tenant acknowledges that Owner
will not carry insurance on Tenant's furniture and/or furnishings or any
fixtures or equipment, improvements, or appurtenances removable by Tenant and
agrees that Owner will not be obligated to repair any damage thereto ore replace
the same. (f) Tenant hereby waivers the provisions of Section 227 of the Real
Property Law and agrees that the provisions of this article shall govern and
control in lieu thereof.
10. Eminent Domain: If the whole or any part of the demised premises shall
be acquired or condemned by Eminent Domain for any public or quasi-public use or
purpose, then and in that event, the term of this lease shall cease and
terminate from the date of title vesting in such proceeding and Tenant shall
have no claim for the value of any unexpired term of said lease and assigns to
Owner , Tenant's entire interest in any such award.
<PAGE>
11. Assignment, Mortgage, Etc.: Tenant, for itself, its heirs,
distributees, executors, administrators, legal representatives, successors and
assigns, expressly covenants that it shall not assign, mortgage or encumber this
agreement, nor underlet or suffer or permit the demised premises or any party
thereof to be used by others, without the prior written consent of Owner in each
instance. Transfer of the majority of the stock of a corporate Tenant shall be
deemed an assignment. If this lease be assigned, of if the demised premises or
any party thereof be underlet or occupied by anybody other than Tenant, Owner
may, after default by Tenant, collect rent from the assignee, under-tenant or
occupant and apply the net amount collected to the rent herein reserved, but no
such assignment, underletting, occupancy or collection shall be deemed a waiver
of this covenant, or the acceptance of the assignee, under-tenant or occupant as
tenant, or a release of Tenant from the further performance by Tenant of
covenants on the part of Tenant herein contained. The consent by Owner to an
assignment or underletting shall not in any wise be construed to relieve Tenant
from obtaining the express consent in writing of Owner to any further assignment
or underletting.
12. Electric Current: INTENTIONALLY OMITTED.
13. Access to Premises: Owner or Owner's agents shall have the right (but
shall not be obligated) to enter the demised premises in any emergency at any
time and at other reasonable times, to examine the same and to make such
repairs, replacements and improvements as Owner may deem necessary and
reasonably desirable to the demised premises or to any other portion of the
building or which Owner may elect to perform. Tenant shall permit Owner to use
and maintain and replace pipes and conduits therein provided they are contained
within the walls, floor, or ceiling. Owner may, during the progress of any work
in the demised premises, take all necessary materials and equipment into said
premises without the same constituting an eviction nor shall the Tenant be
entitled to any abatement of rent while such work is in progress nor to any
damages by reason of loss or interruption of business or otherwise. Throughout
the term hereof Owner shall have the right to enter the demised premises at
reasonable hours for the purpose of showing the same to prospective purchasers
or mortgagees of the building, and during the last six months of the term for
the purpose of showing the same to prospective tenants. Owner or Owner's agents
may enter the same whenever such entry may be necessary or permissible by master
key or forcibly and provided reasonable care is exercised to safeguard Tenant's
property, such entry shall not render Owner or its agents liable therefor, nor
in any event shall the obligations of Tenant hereunder be affected. If during
the last month of the term Tenant shall have removed all or substantially all of
Tenant's property therefrom. Owner may immediately enter, alter, renovate or
redecorate the demised premises without limitation or abatement of rent, or
incurring liability to Tenant for any compensation and such act shall have no
effect on this lease or Tenant's obligations hereunder.
Whenever Landlord shall enter the demised premises to make such repairs,
replacements or improvements, Landlord shall endeavor to provide Tenant with
reasonable prior notice if, feasible (except in emergencies), shall take
reasonable steps to minimize the inconvenience to Tenant that may arise
therefrom and shall use reasonable efforts to minimize the amount of space in
the demised premises which may be lost as a result of such repairs, replacements
or improvements.
<PAGE>
14. Vault, Vault Space Area: No Vaults, vault space or areas, whether or
not enclosed or covered, not within the property line of the building is leased
hereunder, anything contained in or indicated on any sketch, blue print or plan
or anything contained elsewhere in this lease to the contrary notwithstanding.
Owner makes no representation as to the location of the property line of the
building. All vaults and vault space and all such areas not within the property
line of the building, which tenant may be permitted to use and/or occupy, is to
be used and/or occupied under a revocable license, and if any such license be
revoked, or if the amount of such space or area be diminished or required by any
federal, state or municipal authority or public utility, Owner shall not be
subject to any liability nor shall Tenant be entitled to any compensation or
diminution or abatement of rent, nor shall such revocation, diminution or
requisition be deemed constructive or actual eviction. Any tax, fee or charge of
municipal authorities for such vault or area shall be paid by Tenant.
15. Occupancy: Tenant will not at any time use or occupy the demised
premises in violation of the certificate of occupancy issued for the building of
which the demised premises are a part. Tenant has inspected the premises and
accepts them as is, subject to the riders annexed hereto with respect to Owner's
work, if any. In any event, Owner makes no representation as to the condition of
the premises and Tenant agrees to accept the same subject to violations, whether
or not of record.
16. Bankruptcy: (a) Anything elsewhere in this lease to the contrary
notwithstanding, this lease may be cancelled by Owner by the sending of a
written notice to Tenant within a reasonable time after the happening of any one
or more of the following events: (1) the commencement of a case in bankruptcy or
under the laws of any state naming Tenant as the debtor: or (2) the making by
Tenant of an assignment or any other arrangement for the benefit of creditors
under any state statute. Neither Tenant nor any person claiming through or under
Tenant, or by reason of any statute or order of court, shall thereafter be
entitled to possession of the premises demised but shall forthwith quit and
surrender the premises. If this lease shall be assigned in accordance with its
terms, the provisions of this Article 16 shall be applicable only to the party
then owning Tenant's interest in this lease.
(b) It is stipulated and agreed that in the event of the termination
of this lease pursuant to (a) hereof Landlord shall forthwith, notwithstanding
any other provisions of this lease to the contrary, be entitled to recover from
Tenant as and for liquidated damages an amount equal to the difference between
the rent reserved hereunder for the unexpired portion of the term demised and
the fair and reasonable rental value of the demised premises for the same
period. In the computation of such damages the difference between any
installment of rent becoming due hereunder after the date of termination and the
fair and reasonable rental value of the demised premises for the period for
which such installment was payable shall be discounted to the date of
termination at the rate of four percent (4%) per annum. If such premises or any
part thereof be re-let by the Landlord for the unexpired term of said lease, or
any part thereof, before presentation of proof of such liquidated damages to any
court, commission or tribunal, the amount of rent reserved upon such re-letting
shall be deemed to be the fair and reasonable rental value for the part or the
whole of the premises so re-let during the term of the re-letting. Nothing
herein contained shall limit or prejudice the right of the Owner to prove for
and obtain as liquidated damages by reason of such termination, an amount equal
to the maximum allowed by any statute or rule of law in effect at the time when,
and governing the proceedings in which,
<PAGE>
such damages are to be proved, whether or not such amount be greater, equal to,
or less than the amount of the difference referred to above.
17. Default: (1) If Tenant defaults in fulfilling any of the covenants
of this lease other than the covenants for the payment of rent or additional
rent, or if the demised premises becomes vacant or deserted, or if any
execution or attachment shall be issued against Tenant or any of Tenant's
property whereupon the demised premises shall be taken or occupied by someone
other than Tenant, or if this lease be rejected under Section 235 of Title 11
of the U.S. Code (bankruptcy code), or if Tenant shall fail to move into or
take possession of the premises within fifteen (15) days after the
commencement of the term of this lease, then in any one or more of such
events, upon Owner serving a written ten (10) days notice upon Tenant
specifying the nature of said default and upon the expiration of said ten
(10) days, if Tenant shall have failed to comply with or remedy such default,
or if the said default or omission complained of shall be of a nature that
the same cannot be completely cured or remedied within said ten (10) day
period, and if Tenant shall not have diligently commenced during such default
within such ten (10) day period, and shall not thereafter with reasonable
diligence and in good faith, proceed to remedy or cure such default, then
Owner may serve a written three (3) days' notice of cancellation of this
lease upon Tenant, and upon the expiration of said three (3) days this lease
and the term thereunder shall end and expire as fully and completely as if
the expiration of such three (3) day period were the day herein definitely
fixed for the end and expiration of this lease and the term thereof and
Tenant shall then quit and surrender the demised premises to Owner but Tenant
shall remain liable as hereinafter provided.
(2) If the notice provided for in (1) hereof shall have been given,
and the term shall expire as aforesaid or if Tenant shall make default in the
payment of the rent reserved herein or any item of additional rent herein
mentioned or any part of either or in making any other payment herein required
and such default shall continue for ten (10) days; then and in any of such
events Owner may without notice, re-enter the demised premises either by force
or otherwise, and dispossess Tenant by summary proceedings or otherwise, and the
legal representative of Tenant or other occupant of demised premises and remove
their effects and hold the premises as if this lease had not been made, and
Tenant hereby waives the service of notice of intention to re-enter or to
institute legal proceedings to that end. If Tenant shall make default hereunder
prior to the date fixed as the commencement of any renewal or extension of this
lease, Owner may cancel and terminate such renewal or extension agreement by
written notice.
18. Remedies of Owner and Waiver of Redemption: In case of any such
default, re-entry, expiration and/or dispossess by summary proceedings or
otherwise, (a) the rent shall become due thereupon and be paid up to the time of
such re-entry, dispossess and or expiration, (b) Owner may re-let the premises
or any part or parts thereof, either in the name of Owner or otherwise, for a
term or terms, which may be Owner's option be less than or exceed the period
which would otherwise have constituted the balance of the term of this lease and
may grant concessions or free rent or charge a higher rental than that in this
lease, and/or (c) Tenant or the legal representatives of Tenant shall also pay
Owner as liquidated damages for the failure of Tenant to observe and perform
said Tenant's covenants herein contained, any deficiency between the rent hereby
reserved and/or covenanted to be paid and the net amount, if any, of the rents
collected on account of the lease or leases of the demised premises for each
month of the
<PAGE>
period which would otherwise have constituted the balance of the term of this
lease. The failure of Owner to re-let the premises or any part or parts thereof
shall not release or affect Tenant's liability for damages. In computing such
liquidated damages there shall be added to the said deficiency such expenses as
Owner may incur in connection with re-letting, such as legal expenses,
attorneys' fees, brokerage, advertising and for keeping the demised premises in
good order or for preparing the same for re-letting. Any such liquidated damages
shall be paid in monthly installments by Tenant on the rent day specified in
this lease and any suit brought to collect the amount of the deficiency for any
month shall not prejudice in any way the rights of Owner to collect the
deficiency for any month shall not prejudice in any way the rights of Owner to
collect the deficiency of any subsequent month by a similar proceeding. Owner,
in putting the demised premises in good order or preparing the same for
re-rental may, at Owner's option, make such alterations, repairs, replacements,
and or decorations in the demised premises as Owner, in Owner's sole judgment,
considers advisable and necessary for the purpose of re-letting the demised
premises, and the making of such alterations, repairs, replacements, and/or
decorations shall not operate or be construed to release Tenant from liability
hereunder as aforesaid. Owner shall in no event be liable in any way whatsoever
for failure to re-let the demised premises, or in the event that the demised
premises are re-let, for failure to collect the rent thereof under such
re-letting, and in no event shall Tenant be entitled to receive any excess, if
any, of such net rents collected over the sums payable by Tenant to Owner
hereunder. In the event of a breach or threatened breach by Tenant of any of the
covenants or provisions hereof, Owner shall have the right of injunction and the
right to invoke any remedy allowed at law or in equity as if re-entry, summary
proceedings and other remedies were not herein provided for. Mention in this
lease of any particular remedy, shall not preclude Owner from any other remedy,
in law or in equity. Tenant hereby expressly waives any and all rights of
redemption granted by or under any present or future laws in the event of Tenant
being evicted or dispossessed for any cause or in the event of Owner obtaining
possession of demised premises, by reason of the violation by Tenant of any of
the covenants and conditions of this lease, or otherwise.
19. Fees and Expenses: If Tenant shall default in the observance or
performance of any term or covenant on Tenant's part to be observed or performed
under or by virtue of any of the terms or provisions in any article of this
lease, then, unless otherwise provided elsewhere in this lease, Owner may
immediately or at any time thereafter and without notice perform the obligation
of Tenant thereunder. If Owner, in connection with the foregoing or in
connection with any default by Tenant in the covenant to pay rent hereunder,
makes any expenditures or incurs any obligations for the payment of money,
including but not limited to attorney's fees, in instituting, prosecuting or
defending any action or proceeding, then Tenant will reimburse Owner for such
sums to be paid or obligations incurred with interest and costs. The foregoing
expenses incurred by reason of Tenant's default shall be deemed to be additional
rent hereunder and shall be paid by Tenant to Owner within five (5) days of
rendition of any bill or statement to Tenant therefor. If Tenant's lease term
shall have expired at the time of making of such expenditures or incurring of
such obligations, such sums shall be recoverable by Owner as damages.
20. Building Alterations and Management: Owner shall have the right at any
time without the same constituting an eviction and without incurring liability
to Tenant therefor to change the arrangements and/or location of public
entrances, passageways, doors, doorways, corridors, elevators, stairs, towers or
other public parts of the building and to change
<PAGE>
the name, number or designation by which the building may be known. There shall
be no allowance to Tenant for diminution of rental value and no liability on the
part of Owner by reason of inconvenience, annoyance or injury to business
arising from Owner or other Tenants making any repairs in the building or any
such alterations, additions and improvements. Furthermore, Tenant shall not have
any claim against Owner by reason of Owner's imposition of such controls of the
manner of access to the building by Tenant's social or business visitors as the
Owner may deem necessary for the security of the building and its occupants.
21. No Representation by Owner: Neither Owner nor Owner's agents have made
any representations or promises with respect to the physical condition of the
building, the land upon which it is erected or the demised premises, the rents,
leases, expenses of operation or any other matter or thing affecting or related
to the premises except as herein expressly set forth and no rights, easements or
licenses are acquired by Tenant by implication or otherwise except as expressly
set forth in the provisions of this lease. Tenant has inspected the building and
the demised premises and is thoroughly acquainted with their condition and
agrees to take the same "as is" and acknowledges that the taking of possession
of the demised premises by Tenant shall be conclusive evidence that the said
premises and the building of which the same herein a part were in good and
satisfactory condition at the time such possession was so taken and that the
Premises are substantially as shown on Exhibit A; unless, with respect to the
demised premises, Tenant shall notify Landlord to the contrary within ten (10)
days of Tenant's taking possession, in which event Landlord shall undertake to
correct defects reasonably specified by Tenant, it being understood that nothing
in this Article shall affect Tenant's obligation to pay Fixed Rent or Additional
Rent hereunder. All understandings and agreements heretofore made between the
parties hereto are merged in this contract, which alone fully and completely
expresses the agreement between Owner and Tenant and any executory agreement
hereafter made shall be ineffective to change, modify, discharge or effect an
abandonment of it in whole or in part, unless such executory agreement is in
writing and signed by the party against whom enforcement of the change,
modification, discharge or abandonment is sought.
22. End of Term: Upon the expiration or other termination of the term of
this lease, Tenant shall quit and surrender to Owner the demised premises, broom
clean, in good order and condition, ordinary wear and damages which Tenant is
not required to repair as provided elsewhere in this lease excepted, and Tenant
shall remove all its property. Tenant's obligation to observe or perform this
covenant shall survive the expiration or other termination of this lease. If the
last days of the term of this Lease or any renewal thereof, falls on Sunday,
this lease shall expire at noon on the preceding Saturday unless it be a legal
holiday in which case it shall expire at non on the preceding business day.
23. Quiet Enjoyment: Owner covenants and agrees with Tenant that upon
Tenant paying the rent and additional rent and observing and performing all the
terms, covenants and conditions, on Tenant's part to be observed and performed,
Tenant may peaceably and quietly enjoy the premises hereby demised, subject,
nevertheless, to the terms and conditions of this lease including, but not
limited to, Article 10 hereof and in the ground leases, underlying leases and
mortgages hereinabove mentioned.
24. Failure to Give Possession: If Owner is unable to give possession of
the demised premises on the date of the commencement of the term hereof, because
of the holding-
<PAGE>
over or retention of possession of any tenant, undertenant or occupants or it
the demised premises are located in a building being constructed, because such
building has not been sufficiently completed to make the premises ready for
occupancy or because of the fact that a certificate of occupancy has not been
procured or for any other reason, owner shall not be subject to any liability
for failure to give possession on said date and the validity of the lease shall
not be impaired under such circumstances, nor shall the same be construed in any
way to extend the term of this lease, but the rent payable hereunder shall be
abated (provided Tenant is not responsible for Owner's inability to obtain
possession until after Owner shall have given Tenant written notice that the
premises are substantially ready for Tenant's occupancy. If permission is given
to Tenant to enter into the demised premises prior to the date specified as the
commencement of the term of this lease, Tenant covenants and agrees that such
occupancy shall be deemed to be under all the terms, covenants, conditions and
provisions of this lease, except as to the covenant to pay rent. The provisions
of this article are intended to constitute "an express provision to the
contrary" within the meaning of Section 223 a of the New York Real Property Law.
25. No Waiver: The failure of Owner to seek redress for violation of or to
insist upon the strict performance of any covenant or condition of this lease or
of any of the Rules or Regulations set forth or hereafter adopted by Owner,
shall not prevent a subsequent act which would have originally constituted a
violation from having all the force and effect of an original violation. The
receipt by Owner of rent with knowledge of the breach of any covenant of this
lease shall not be deemed a waiver of such breach and no provision of this lease
shall be deemed to have been waived by Owner unless such waiver be in writing
signed by Owner. No payment by Tenant or receipt by Owner of a lesser amount
than the monthly rent herein stipulated shall be deemed to be other than on
account of the earliest stipulated rent, nor shall any endorsement or statement
of any check or any letter accompanying any check or payment as rent be deemed
an accord and satisfaction, and Owner may accept such check or payment without
prejudice to Owner's agents during the term hereby demised shall be deemed an
acceptance of a surrender of said premises and no agreement to accept such
surrender shall be valid unless in writing signed by Owner. No employee of Owner
or Owner's agent shall have any power to accept the keys of said premises prior
to the termination of the lease and the delivery of keys to any such agent or
employee shall not operate as a termination of the lease or a surrender of the
premises.
26. Waiver of Trial by Jury: It is mutually agreed by and between Owner and
Tenant that the respective parties hereto shall and they hereby do waive trial
by jury in any action, proceeding, or counterclaims brought by either of the
parties hereto against the other (except for personal injury or property
damages) on any matters whatsoever arising out of or in any way connected with
this lease, the relationship of Owner and Tenant. Tenant's use of or occupancy
of said premises, and any emergency statutory or other statutory remedy. It is
further mutually agreed that in the event Owner commences any summary proceeding
for possession of the premises, Tenant will not interpose any counterclaim of
whatever nature or description in any such proceeding including a counterclaim
under Article 4.
27. Inability to Perform: This Lease and the obligation of
Tenant to pay rent hereunder and perform all of the other covenants and
agreements hereunder on part of Tenant to be performed shall in no wise be
affected impaired or excused because Owner is unable to fulfill
<PAGE>
any of its obligations under this lease or to supply or is delayed in supplying
any service expressly or impliedly to be supplied or is unable to make, or is
delayed in making any repair, additions, alterations or decorations or is unable
to supply or is delayed in supplying any equipment or fixtures if Owner is
prevented or delayed from so doing by reason of strike or labor troubles or any
cause whatsoever including, but not limited to, government preemption in
connection with a National Emergency or by reason of any rule, order or
regulation of any department or subdivision thereof or any government agency or
by reason of the conditions of supply and demand which have been or are affected
by war or other emergency.
28. Bills and Notices: INTENTIONALLY OMITTED.
29. Services Provided by Owners: INTENTIONALLY OMITTED.
30. Captions: The Captions are inserted only as a matter of convenience and
for reference and in no way define, limit or describe the scope of this lease
nor the intent of any provisions thereof.
31. Definitions: The term "office", or "offices", wherever used in this
lease, shall not be construed to mean premises used as a store or stores, for
the sale or display, at any time, of goods, wares or merchandise, of any kind,
or as a restaurant, shop, booth, bootblack or other stand, barber shop, or fore
other similar purposes or for manufacturing. The term "Owner" means a landlord
or lessor, and as used in this lease means only the owner, or the mortgagee in
possession, for the time being of the land and building (or as the owner of a
lease of the building or of the land and building) of which the demised premises
form a part of that in the event of any sale or sales of said land and building
or of said building, the said Owner shall be and hereby is entirely freed and
released of all covenants and obligations of Owner hereunder, and it shall be
deemed and construed without further agreement between the parties and the
purchaser at any such sale, or the said lessee of the building, or of the land
and building, that the purchaser of the lessee of the building has assumed and
agreed to carry out any and all covenants and obligations of Owner hereunder.
The words "re-enter" and "re-entry" as used in this lease are not restricted to
their technical legal meaning. The term "business day" as used in this lease
shall exclude Saturdays, Sundays and holidays observed by the State or Federal
Government as legal holidays and are designated as holidays by the applicable
building service union employees serviced contract or by the applicable
Operating Engineers contract with respect to HVAC service.
32. Adjacent Excavation -- Shoring: If an excavation shall be made upon
land adjacent to the demised premises, or shall be authorized to be made, Tenant
shall afford to the person causing or authorized to cause such excavation,
license to enter upon the demised premises for the purpose of doing such work as
said person shall deem necessary to preserve the wall or the building of which
demised premises forms a ____________ injury or damage and to support the same
by proper ___________ without any claim for damages or indemnity against Owner
or _______________ or abatement of rent.
33. Rules and Regulations: Tenant and Tenant's servants, employees, agents,
visitors and licensees shall observe faithfully, and comply ___________ with,
the Rules and Regulations and such other and further reasonable Rules and
Regulations as Owner or Owner's agent may from time to time adopt. Notice of any
additional rules or regulations shall be given in such manner as
<PAGE>
Owner may elect. In case Tenant disputes the reasonableness of any additional
Rule and Regulation hereafter made or adopted by Owner or Owner's agents, the
parties herein agree to submit the question of reasonableness of such Rule and
Regulation for decision to the New York office of the American Arbitration
Association, whose determination shall be final and conclusive upon the parties
herein. The right to dispute the reasonableness of any additional Rule and
Regulation upon Tenant's part shall be deemed waived unless the same shall be
asserted by service of a notice, in writing upon Owner within ten (10) days
after the giving of notice thereof. Nothing in this lease contained shall be
construed to impose upon Owner any duty or obligation to enforce the Rules and
Regulations or terms, covenants or conditions in any other lease, as against any
other tenant and Owner shall not be liable to Tenant for violation of the same
by any other tenant, its servants, employees, agents, visitors or licensees.
34. Security: Tenant has deposited with Owner the sum of $39,326.83 as
security for the faithful performance and observance by Tenant of the terms,
provisions and conditions of this lease: it is agreed that in the event Tenant
defaults in respect of any of the terms , provisions and conditions of this
lease, including, but not limited to, the payment of rent and additional rent.
Owner may use, apply or retain the whole or any part of the security so
deposited to the extent required for the payment of any rent and additional rent
or any other sum ________________ as to which Tenant is in default or for any
sum which Owner may expend or may be required to expend by reason of Tenant's
default in respect of any of the terms, covenants and conditions of this lease,
including but not limited to, any damages or deficiency in there-letting of the
premises, whether such damages or deficiency accrued before or after summary
proceedings or other re-entry by Owner. In the event that Tenant shall fully and
faithfully comply with all the terms, provisions, covenants and conditions of
this lease, the security shall be returned to Tenant after date fixed as the end
of the Lease and after delivery of entire possession of the demised premises to
Owner. In the event of a sale of the land and building or leasing of the
building, of which the demised premises form a part, Owner shall thereupon be
released by Tenant from all liability for the return of such security: and
Tenant agrees to look in the new Owner solely for the return of said security,
and it is agreed that the provisions hereof shall apply to every transfer or
assignment made of the security to a new Owner. Tenant further covenants that it
will not assign or encumber or attempt to assign or encumber the monies
deposited herein as security and that neither Owner nor its successors or
assigns shall be bound by any such assignment, encumbrance, attempted assignment
or attempted encumbrance.
35. Estoppel Certificate: Tenant, at any time, and from time to time, upon
at least ten (10) days' prior notice by Owner, shall execute, acknowledge and
deliver to Owner, and/or to any other person, firm or corporation specified by
Owner, a statement certifying that this lease is unmodified and in full force
and effect for, if there have been modifications, that the same is in full force
and effect as modified and stating the modifications, stating the dates to which
the rent and additional rent have been paid, and stating whether or not there
exists any default by Owner under this Lease, and, if so, specifying each such
default.
36. Successors and Assignees: The covenants, conditions and agreements
contained in this lease shall bind and inure to the benefit of Owner and Tenant
and their respective heirs, _______, executors, administrators, successors, and
except as otherwise provided in this lease, their assigns.
<PAGE>
IN WITNESS WHREOF, Owner and Tenant have respectively signed and sealed
this lease as of the day and year first above written.
Witness for Owner: TWO TWENTY EAST LIMITED PARTNERSHIP, an Illinois
limited partnership
------------------------
By:LaSalle Street Fund Incorporated, General Partner
By:/s/ Barbara Winter
----------------------------------------
Vice President
Witness for Tenant: MINET INTERNATIONAL
PROFESSIONAL INDEMNITY INSURANCE
BROKERS, INC.
------------------------
By:/s/ Michael Dangelo
--------------------------------------
Vice President
<PAGE>
ACKNOWLEDGEMENTS
<TABLE>
<CAPTION>
CORPORATE OWNER CORPORATE TENANT
STATE OF NEW YORK ss: STATE OF NEW YORK ss:
County of County of New York
<S> <C>
On this ___ day of __________, 19___, before me On this 27th day of January, 1985, before me personally
personally came __________ to me known who being by me came Michael Dangelo to me known who being by me duly
duly sworn did depose and say that he resides in sworn did depose and say that he resides in __________
__________ that he is the ___________ of __________, the that he is the Vice President of Minet International
corporation described in and which executed the foregoing Professional Indemnity Insurance Brokers, Inc., the
instrument as OWNER that he knows the seal of said corporation described in and which executed the
corporation, that the seal affixed to and in engagement foregoing instrument as TENANT that he knows the seal
to such corporate seal that it was so affixed by order of of said corporation, that the seal affixed to and in
the Board of Directors of said corporation and that he engagement to such corporate seal that it was so
signed his name there by like orders. affixed by order of the Board of Directors of said
corporation and that he signed his name there by like
orders.
Wiliam Pyszcyamuka
Notary Public, State of New York
No. 4845658
Qualified in Suffolk County
Commission Expires Upon 10/3/89
INDIVIDUAL OWNER INDIVIDUAL LEASE
STATE OF NEW YORK ss: STATE OF NEW YORK ss:
County of County of
On this ___ day of __________, 19___, before me On this ___ day of __________, 19___, before me
personally came __________ to me known and known to me to personally came __________ to me known and known to me
be the individual __________ described in and who as to be the individual __________ described in and who as
OWNER executed the foregoing instrument and acknowledged TENANT executed the foregoing instrument and
to me that __________ he executed the same. acknowledged to me that __________ he executed the same.
</TABLE>
GUARANTY
FOR VALUE RECEIVED, and in consideration for, and as an inducement in Owner
making the within lease with Tenant, the undersigned guarantees to Owner,
Owner's successors and assigns, the full performance and observance of all the
covenants, conditions and agreements therein provided to be performed and
observed by Tenant including the "Rules and
<PAGE>
Regulations" as therein provided, without requiring any source of non-payment,
non-performance, or non-observance, or proof of notice or demand, whereby to
charge the undersigned therefor, all of which the undersigned hereby expressly
waives and expressly agrees that the validity of this agreement and the
obligations of the guarantor hereunder shall in no wise be terminated, affected
or impaired by reason of the assertion by Owner against Tenant of any of the
rights or remedies reserved to Owner pursuant to the provisions of the within
lease. The undersigned further covenants and agrees that this guaranty shall
remain and continue in full force and effect as to any renewal, modification or
extension of this lease and during any period when Tenant is occupying the
premises as a "statutory tenant". As a further inducement in Owner to make this
lease and in consideration thereof, Owner and the undersigned covenant and agree
that in any action or proceeding brought by either Owner or the undersigned
against the other on any matters whatsoever arising out of, under, or by virtue
of the terms of this lease or of this guaranty that Owner and the undersigned
shall and do hereby waive trail by jury.
Dated New York City __________, 19___.
WITNESS
STATE OF NEW YORK )
County of ) ss
On this ______ day of __________, 19___, before me personally
came __________ to me know and known to me to be the individual described in,
and who executed the foregoing Guaranty and acknowledged to me that he executed
the same.
Notary
-----------------------------
Residence
--------------------------
Business Address
-------------------
Firm Name
--------------------------
<PAGE>
RIDER ANNEXED TO AGREEMENT OF LEASE
BETWEEN TWO TWENTY EAST LIMITED PARTNERSHIP (LANDLORD)
AND MINET INTERNATIONAL PROFESSIONAL INDEMNITY INSURANCE
BROKERS, INC. (TENANT)
LANDLORD'S WORK:
37. Landlord shall have no obligation to perform any work in, or make any
alterations or improvements to, the Premises.
FIXED RENT AND PRORATION OF FIXED RENT:
38. A. Commencing on the earlier of (a) the date occurring two (2) months
after Tenant shall substantially complete the construction of all initial
alterations and improvements (the "Initial Improvements") to the Premises or (b)
July 1, 1989 (the earlier such date being the "Rent Commencement Date"), Tenant
shall pay to Landlord in accordance with the terms of this Lease and without
notice or demand, annual Fixed Rent (including any portion thereof payable for
electric current as provided in Article 46) in the amount of $471,922 for the
period from the Rent Commencement Date to June 30, 1994; and $484,381 for the
period from July 1, 1994 to the Expiration Date.
B. The Initial Improvements shall be deemed substantially complete
notwithstanding the fact that minor or insubstantial details of construction,
mechanical adjustment or decoration remain to be performed.
C. If the Rent Commencement Date shall not occur on the first day of a
calendar month, the Fixed Rent for such calendar month shall be prorated on a
per diem basis, and Landlord shall credit the excess amount paid on the
execution of this Lease toward the payment of Fixed Rent for the next succeeding
calendar month.
LATE PAYMENT CHARGE:
39. A. If Tenant shall fail to pay when due any installment or payment of
Fixed Rent or Additional Rent for a period of ten (10) days after the date on
which such installment or payment is due, Tenant shall pay interest thereon from
the date due until the date paid at a rate ("Interest Rate") equal to the annual
rate of two (2) percentage points above the rate then most recently announced by
Citibank, N.A., New York, New York, or its successor, as its corporate base
lending rate which rate may change from time to time during the term of this
Lease, and such interest shall be deemed to be Additional Rent.
B. If Tenant shall make any payments due hereunder by ordinary check,
add that check shall be returned for insufficient funds or uncollected funds, or
the account being closed, then Landlord shall not be obligated to accept any
payment from or on behalf of Tenant other than by certified check or official
bank check. If payment made by Tenant to Landlord shall be returned for any of
the above reasons, there shall be an additional charge to Tenant of ten ($10.00)
dollars.
<PAGE>
RENT RESTRICTIONS:
40. If the Fixed Rent or any Additional Rent shall be or become
uncollectible by virtue of any law, governmental order or regulation, or
direction of any public officer or body, Tenant shall enter into such agreement
or agreements and take such other action (without additional expense to Tenant)
as Landlord may request, as may be legally permissible, to permit Landlord to
collect the maximum Fixed Rent and Additional Rent which may, from time to time
during the continuance of such legal rent restriction be legally permissible,
but not in excess or the amounts of Fixed Rent or Additional Rent payable under
this Lease. Upon the termination of such legal rent restriction, (a) the Fixed
Rent and Additional Rent, after such termination, shall become payable under
this Lease in the amount of the Fixed Rent and Additional Rent set forth in this
Lease for the period following such termination, and (b) Tenant shall pay to
Landlord if legally permissible, an amount equal to (i) the Fixed Rent and
Additional Rent which would have been paid pursuant to this Lease, but for such
rent restriction, less (ii) the Fixed Rent and Additional Rent paid by Tenant to
Landlord during the period that such rent restriction was in effect.
ARTICLE 41 - INTENTIONALLY OMITTED
ESCALATIONS:
42. A. Definitions as used herein:
(a) The term "Premises Area" shall be deemed to mean 12,419 square
feet.
(b) The term "Tenant's Proportionate Share" shall mean 1.1373%.
(c) "Landlord's Statement" shall mean an instrument containing a
computation of Additional Rent due pursuant to the provisions of this Article
furnished by Landlord to Tenant.
(d) (i) The term "Base Tax Factor' shall mean the Taxes for the
1989/1990 Tax Year.
(ii) The term "Taxes" shall mean (a) all real estate taxes, assessments
(special or otherwise), sewer and water rents, rates and charges and any other
governmental levies which may be assessed or levied upon all or any part of the
Building and the land on which it is located and all appurtenances thereto
(collectively, "Real Property'), whether or not the same constitute one or more
tax lots, including any business improvement district fees or taxes imposed by
any governmental or private entity, and (b) any expenses (including attorneys'
fees and disbursements and experts and other witness' fees) incurred by Landlord
in contesting any of the foregoing or the assessed valuation of all or any part
of the Real Property; but "Taxes. shall not include any interest or penalties
incurred by Landlord as a result of Landlord's late payment of Taxes, except for
interest payable in connection with the installment payments of assessments
pursuant to the next sentence. If by law any assessment may be divided and paid
in annual installments, then for the purposes of this Article, (x) such
assessment shall be deemed to have been so divided and to be payable in the
maximum number of annual installments permitted by
2
<PAGE>
law and (y) there shall be deemed included in Taxes for each Tax Year the annual
installment of such assessment becoming