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Exhibit 10.32
THIRD
LEASE MODIFICATION AGREEMENT
W
I T N E S S E T H :
WHEREAS,
the parties are Owner and Tenant respectively under lease
dated September 12, 1996, as modified by Lease Modification
Agreement dated December 8, 1997 and Second Lease Modification
Agreement dated April 14, 2000 (the lease as modified is
hereinafter referred to as the “Lease”), covering
the entire 22
nd Floor
and Room 2302 (the “demised premises”) at 800 Third
Avenue, New York, New York (the “Building”) for a term
ending July 31, 2008; and
WHEREAS,
the parties wish to extend the term of the Lease;
NOW,
THEREFORE, the parties agree as follows:
1.
The
term of the Lease is extended for a period commencing August
1, 2004 and ending July 31, 2014 (the “Extended
Term”).
2.
During
the Extended Term Tenant agrees to pay and Owner agrees to
accept the following rent and additional rent:
(a)
Tenant
shall pay annual rental (as set forth on page 1, of the Lease)
during the Extended Term in the mount of $561,758.88 per
annum;
(b)
Tenant
shall pay real estate tax escalation during the Extended Term
pursuant to Article 19 of the Lease; the “Base
Tax” during the Extended Term shall mean Taxes, as
finally determined by settlement, court decision or otherwise,
for the fiscal Tax Year ending June 30, 2005; Tenant’s
Share for the demised premises shall be 2.720%;
(c)
Tenant
shall pay wage formula increase during the extended Term
pursuant to Article 40 of the Lease; the “Base Labor
Rate” during the Extended Term shall be the Labor Rate
at December 31, 2004; the Wage Rate Multiple for the demised
premises shall be 12808;
(d)
in
the event Owner exercises Owner’s option pursuant to
Article 41 of the Lease, Tenant shall pay operating expense
escalation for the Extended Term pursuant to Article 41 of the
Lease; the “Base Year” referred to therein shall
be 2004; the percentage referred to therein shall be
2.720%;
(e)
Tenant
shall pay Heating Costs escalations during the Extended Term
pursuant to Article 42 of the Lease, in the event Heating
Costs during the Extended Term exceed Heating Costs for the
calendar year 2004; the percentage referred to therein shall
be 2.720%;
(f)
Tenant
shall pay local laws escalation during the Extended Term
pursuant to Article 43 of the Lease; the percentage referred
to therein shall be 2.720%;
(g)
Owner
shall furnish electricity in the demised premise4s during the
Extended Term pursuant to Article 66 of the Lease; pending an
electrical survey and/pr adjustment pursuant to Article 66 of
the Lease, the Electrical Inclusion Factor for the demised
premises shall be $51,232 per annum; the annual rental for the
demised premises referred to in subparagraph (a) above shall
be increased by the Electrical Inclusion Factor and shall be
payable in monthly installments in advance on the first day of
each month; in no event shall the Electrical Inclusion Factor
for the demised premises be decreased below $51,232 per annum
during the Extended Term.
3.
Owner
approves the installation of a toilet, sink and accessories in
the Sauna Room located on the 22
nd Floor
of the Building and agrees to reimburse the Tennant for
installation costs up to $15,000. Owner agrees to reimburse Tenant
for alterations and improvements Tenant has already performed on
the 22
nd Floor
of the demised premises in an amount not exceeding $65,000 on
presentation by Tenant to Owner of paid receipts therefore; Owner
agrees Owner will at Owner’s expense do the work in Room 2302
set forth in the plan attached hereto.
4.
The
balance of the 23
rd Floor
of the Building is presently leased to two other tenants. The space
leased to each such tenant is shown on the attached floor, and
marked Option Space A and Options Space B.
In
the event the tenant of Option Space A shall quit and
surrender Option Space A, then provided Tenant shall not then
be in default under the Lease as modified by this Agreement,
or the lease for any other space occupied by tenant in the
Building, Owner will notify Tenant thereof and Tenant shall
have the option to lease Option Space A for the balance of the
Extended Term upon the terms and conditions set forth
hereinafter. In the event tenant exercises such option, Tenant
shall during the option term pay annual rental and escalations
for Option Space A equal to 43.93% of the annual rental and
escalations payable by Tenant for the demised premises during
the option term. Tenant shall have thirty (30) days to notify
Owner of Tenant’s exercise of this option. The failure
of Tenant so to notify Owner within said thirty (30) days
shall be conclusively deemed a rejection by Tenant. Tenant
agrees within 14 days after notifying Owner that Tenant
exercises such option to execute a lease modification for
Option Space A at the rent and with the escalations set forth
above and otherwise upon the terms and conditions set forth in
the Lease as modified by this Agreement except that such Lease
shall not contain a rent concession, any reimbursement of
Tenant for alterations, any work to be performed by Owner
(Tenant agreeing to take the space “as is”) or any
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