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SECOND AMENDMENT TO LEASE

Lease Agreement

SECOND AMENDMENT TO LEASE | Document Parties: BROOKLYN UNION GAS COMPANY | Forest City Enterprises, Inc | FOREST CITY JAY STREET ASSOCIATES, LP | Forest City Ratner Companies | KeySpan Corporation | RRG BUG, Inc You are currently viewing:
This Lease Agreement involves

BROOKLYN UNION GAS COMPANY | Forest City Enterprises, Inc | FOREST CITY JAY STREET ASSOCIATES, LP | Forest City Ratner Companies | KeySpan Corporation | RRG BUG, Inc

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Title: SECOND AMENDMENT TO LEASE
Governing Law: New York     Date: 3/30/2005
Industry: Natural Gas Utilities     Law Firm: Arent Fox     Sector: Utilities

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Exhibit 10

 

SECOND AMENDMENT TO LEASE

-------------------------

 

THIS SECOND AMENDMENT TO LEASE (this "Second Amendment") is entered into as

of the 24th day of March, 2005 by and between THE BROOKLYN UNION GAS COMPANY, a

New York corporation having an office at One MetroTech Center, Brooklyn, New

York 11201 ("Tenant") and FOREST CITY JAY STREET ASSOCIATES, L.P., a New York

limited partnership having an office at One MetroTech Center North, 11th Floor,

Brooklyn, New York 11201 ("Landlord").

W I T N E S S E T H:

- - - - - - - - - -

WHEREAS, Landlord and Tenant entered into a lease dated as of September 15,

1988 (the "Original Lease"), demising the premises described in the Lease

("demised premises"), in the building known as One MetroTech Center, Brooklyn,

New York (the "Building");

WHEREAS, the Original Lease was amended by a First Amendment to Lease dated

as of March 8, 1991 (the "First Amendment");

WHEREAS, except for the First Amendment, the Original Lease has not been

previously amended;

WHEREAS, the space demised under the Original Lease consisted of (i) a

portion of the rentable area on the ground floor of the Building, the entire

rentable area on the second (2nd) floor of the Building and the entire rentable

area on the twelfth (12th) through twenty-third (23rd) floors of the Building,

or 450,000 rentable square feet of office space in the aggregate (the "Office

Space"), (ii) a portion of the parking garage in the Building consisting of

approximately 25,600 square feet (the "Parking Area"), (iii) approximately 5,527

square feet of below grade storage space (the "Storage Space"), and (iv)

appurtenant rights to use certain areas on the roof of the Building, and certain

shaft space within the Building, for Tenant's HVAC, mechanical and electrical

plant and Tenant's communications equipment;

WHEREAS, the Expiration Date of the Original Lease is February 28, 2012;

WHEREAS, Tenant desires to extend the Term for an additional thirteen (13)

years, to and including February 28, 2025, and Landlord is willing to so extend

the Term in accordance with the terms and conditions hereinafter set forth;

WHEREAS, Tenant desires the option to surrender a portion of the demised

premises consisting of a portion of the rentable area on the seventeenth (17th)

floor, and Landlord is willing to accept such surrender of a portion of the

seventeenth (17th) floor in accordance with the terms and conditions hereinafter

set forth;

WHEREAS, Tenant, simultaneously herewith, (i) has surrendered a portion of

the demised premises consisting of the entire rentable area on the eighteenth

(18th) floor, and (ii) pursuant to that certain Assignment and Assumption of

Subleases, of even date herewith and annexed hereto as Exhibit C (the

"Assignment and Assumption of Subleases"), has assigned to Landlord all of

 

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Tenant's right, title and interest to that certain Sublease dated as of May 15,

2002 between Tenant d/b/a KeySpan Energy Delivery New York, as Sublandlord, and

Depository Trust & Clearing Corporation ("DTCC"), as Subtenant (as amended, the

"DTCC Sublease"), which DTCC Sublease covers the entire rentable area on the

eighteenth (18th) floor;

WHEREAS, Tenant, simultaneously herewith, (i) has surrendered a portion of

the demised premises consisting of the entire rentable area on the nineteenth

(19th) floor, and (ii) pursuant to the Assignment and Assumption of Subleases

has assigned to Landlord all of Tenant's right, title and interest to that

certain Sublease dated as of June 30, 2004, between Tenant d/b/a KeySpan Energy

Delivery New York, as Sublandlord, and Allstate Insurance Company ("Allstate"),

as Subtenant (the "Allstate Sublease"), which Allstate Sublease covers the

entire rentable area on the nineteenth (19th) floor;

WHEREAS, the space demised under the Original Lease as modified by this

Second Amendment presently consists of (i) a portion of the rentable area on the

ground floor of the Building, the entire rentable area on the second (2nd) floor

of the Building, the entire rentable area on the twelfth (12th) through

seventeenth (17th) floors of the Building and the entire rentable area on the

twentieth (20th) through twenty-third (23rd) floors of the Building, or 391,878

rentable square feet of office space in the aggregate (the "Office Space"), (ii)

a portion of the parking garage in the Building consisting of approximately

25,600 square feet (the "Parking Area"), (iii) approximately 5,527 square feet

of below grade storage space (the "Storage Space"), and (iv) appurtenant rights

to use certain areas on the roof of the Building, and certain shaft space within

the Building, for Tenant's HVAC, mechanical and electrical plant and Tenant's

communications equipment;

WHEREAS, Tenant desires the option to surrender a portion of the demised

premises consisting of the entire rentable area on the twentieth (20th) floor,

and Landlord is willing to accept such surrender of the twentieth (20th) floor

in accordance with the terms and conditions hereinafter set forth;

WHEREAS, Landlord and Tenant desire to make such additional modifications

to the Lease as are hereinafter provided.

NOW, THEREFORE, for Ten Dollars ($10.00) and other good and valuable

consideration, the legal sufficiency and receipt of which are hereby

acknowledged, Landlord and Tenant agree as follows:

1. General. From and after the Effective Date (as hereinafter defined), the

"Lease" shall mean the Original Lease as modified by the First Amendment and

this Second Amendment. All capitalized terms not defined in this Second

Amendment shall have the meanings ascribed to them in the Lease.

2. Effective Date. This Second Amendment shall be effective as of the date

first appearing above (the "Effective Date").

3. Extension of Term. As of the Effective Date, the Term is hereby extended

to, and the Expiration Date (sometimes hereinafter referred to as the "Extension

Term Expiration Date") shall be, February 28, 2025. The thirteen (13) year

period from March 1, 2012 (the "Extension Term Commencement Date") through

February 28, 2025 is sometimes hereinafter referred to as the "Extension Term".

 

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4. Fixed Annual Rent.

(a) Commencing on the Effective Date, Tenant shall pay fixed annual rent to

Landlord as follows:

(i) For the Office Space, from the Effective Date through February 28,

2015, Thirteen Million Seven Hundred Fifteen Thousand Seven Hundred Thirty and

00/100 Dollars ($13,715,730.00) per annum or One Million One Hundred Forty-Two

Thousand Nine Hundred Seventy-Seven and 50/100 Dollars ($1,142,977.50) per

month, and from March 1, 2015 through the Extension Term Expiration Date,

Fourteen Million One Hundred Seven Thousand Six Hundred Eight and 00/100 Dollars

($14,107,608.00) per annum or One Million One Hundred Seventy-Five Thousand Six

Hundred Thirty-Four and 00/100 Dollars ($1,175,634.00) per month.

(ii) For the Parking Area, from the Effective Date through February 28,

2010, Three Hundred Thirty-Two Thousand Eight Hundred and 00/100 Dollars

($332,800.00) per annum or Twenty-Seven Thousand Seven Hundred Thirty-Three and

33/100 Dollars ($27,733.33) per month, and from March 1, 2010 through February

28, 2015, Four Hundred Nine Thousand Six Hundred and 00/100 Dollars

($409,600.00) per annum or Thirty-Four Thousand One Hundred Thirty-Three and

33/100 Dollars ($34,133.33) per month, and from March 1, 2015 through February

28, 2020, Four Hundred Sixty Thousand Eight Hundred and 00/100 Dollars

($460,800.00) per annum or Thirty-Eight Thousand Four Hundred and 00/100 Dollars

($38,400.00) per month, and from March 1, 2020 through the Extension Term

Expiration Date, Five Hundred Twelve Thousand and 00/100 Dollars ($512,000.00)

per annum or Forty-Two Thousand Six Hundred Sixty-Six and 67/100 Dollars

($42,666.67) per month.

(iii) For the Storage Space, from the Effective Date through February 28,

2010, Seventy-One Thousand Eight Hundred Fifty-One and 00/100 Dollars

($71,851.00) per annum or Five Thousand Nine Hundred Eighty-Seven and 58/100

Dollars ($5,987.58) per month, and from the March 1, 2010 through February 28,

2015, Eighty-Eight Thousand Four Hundred Thirty-Two and 00/100 Dollars

($88,432.00) per annum or Seven Thousand Three Hundred Sixty-Nine and 33/100

Dollars ($7,369.33) per month, and from March 1, 2015 through February 28, 2020,

Ninety-Nine Thousand Four Hundred Eighty-Six and 00/100 Dollars ($99,486.00) per

annum or Eight Thousand Two Hundred Ninety and 50/100 Dollars ($8,290.50) per

month, and from March 1, 2020 through the Extension Term Expiration Date, One

Hundred Ten Thousand Five Hundred Forty and 00/100 Dollars ($110,540.00) per

annum or Nine Thousand Two Hundred Eleven and 67/100 Dollars ($9,211.67) per

month.

(b) Landlord and Tenant acknowledge and agree that as of the Effective

Date, the annual credit against fixed annual rent for cleaning is Four Hundred

Seventy Thousand Two Hundred Fifty-Three and 60/100 Dollars ($470,253.60).

(c) From and after the Effective Date, fixed annual rent shall not be

subject to adjustment pursuant to Section 2.01(a) of the Original Lease,

Paragraphs 3 or 6 of the First Amendment or Exhibit I to the Original Lease,

which Exhibit I to the Original Lease shall be deemed deleted from the Lease as

of the Effective Date.

 

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(d) Notwithstanding anything to the contrary in this Paragraph 4, provided

that Tenant shall not be in default of any of its material obligations under

this Lease (after the giving of any required notice and the expiration of any

applicable cure period), then commencing on the date that is eight (8) months

following the Effective Date, the next installment(s) of fixed annual rent due

and payable under the Lease shall be abated (such abatement to be prorated for

any portion of a month) in the amount of One Million Five Hundred Thousand and

00/100 Dollars ($1,500,000.00) in the aggregate.

5. Base Tax, Taxes, Base Operating Expenses, Operating Expenses and Base

CAM Operating Expenses

(a) Landlord and Tenant acknowledge and agree that as of the Effective

Date, Tenant's Proportionate Share for Tenant's Tax Payment is 43.82% and

Tenant's Proportionate Share for Tenant's Operating Payment is 47.69%.

(b) Commencing on the Effective Date, the term "Base Tax" shall mean the

average of the Taxes payable for the 2005 calendar year (i.e., the second half

of the 2004/2005 fiscal tax year and the first half of the 2005/2006 fiscal tax

year) and the Taxes payable for the 2006 calendar year (i.e., the second half of

the 2005/2006 fiscal tax year and the first half of the 2006/2007 fiscal tax

year).

(c) Landlord and Tenant acknowledge and agree that the term "Taxes" in

Section 5.01(c) of the Lease includes the annual assessment by the City for

charges arising from the Building's location within the MetroTech Business

Improvement District.

(d) Commencing on the Effective Date, the term "Base Operating Expenses"

shall mean an amount equal to Operating Expenses for the calendar year 2005.

Tenant's obligation to pay Tenant's Operating Payment with respect to Operating

Expenses for any period after the Effective Date shall not commence until the

first (1st) anniversary of the Effective Date.

(e) A new subsection (ff) shall be added to Section 5.02 of the Lease as

follows:

"(ff) the Security Attendant Cost."

(f) Commencing on the seventh (7th) anniversary of the Effective Date, the

term "Base CAM Operating Expenses" shall mean an amount equal to the Building's

Proportionate Share from time to time of CAM Operating Expenses for the twelve

(12) month period commencing on January 1, 2012 and ending on December 31, 2012.

6. Option to Surrender Portion of 17th Floor

(a) Tenant shall have the right, on not less than thirty (30) days prior

notice (which notice shall be irrevocable, hereinafter the "17th Floor Surrender

Space Notice"), to surrender the portion of the seventeenth (17th) floor shown

on Exhibit A annexed hereto (the "17th Floor Surrender Space") on March 1, 2006.

 

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In the event that Tenant shall have timely elected to surrender the 17th Floor

Surrender Space but thereafter fails to surrender the 17th Floor Surrender Space

in accordance with the provisions of this Paragraph 6 on March 1, 2006, then

Tenant shall continue to have the right to so surrender the 17th Floor Surrender

Space through and including March 31, 2006, provided, however, that for the

period commencing on March 1, 2006 and continuing through and including the date

that Tenant surrenders the 17th Floor Surrender Space in accordance with this

Paragraph 6 (but in no event later than March 31, 2006), fixed annual rent and

all additional rent payable under the Lease in respect of the 17th Floor

Surrender Space shall be increased to an amount equal to twice the fixed annual

rent and all additional rent payable under the Lease in respect of the 17th

Floor Surrender Space for the month of February, 2006, which increased amount

shall be prorated for any portion of a month. Either March 1, 2006, or the date

between March 1, 2006 and March 31, 2006 when Tenant actually surrenders the

17th floor Surrender Space in accordance with this Paragraph 6, shall

hereinafter be referred to as the "17th Floor Surrender Space Surrender Date".

Tenant's failure (i) to deliver the 17th Floor Surrender Space Notice at least

thirty (30) days prior to March 1, 2006, or (ii) to surrender the 17th Floor

Surrender Space in accordance with the provisions of this Paragraph 6 on or

before March 31, 2006, shall be deemed an irrevocable waiver of Tenant's right

to surrender the 17th Floor Surrender Space.

(b) Tenant's right to surrender the 17th Floor Surrender Space shall be

subject to the following:

(i) Tenant shall not be in default of any of its material obligations under

this Lease (after the giving of any required notice and the expiration of any

applicable cure period) either at the time of giving of the 17th Floor Surrender

Space Notice, or on the 17th Floor Surrender Space Surrender Date.

(ii) Tenant, at Tenant's expense, shall have separately demised the 17th

Floor Surrender Space in accordance with the "17th Floor Surrender Space

Delivery Conditions" annexed hereto as Exhibit B, and shall have completed all

of the other work described on Exhibit B. Commencing upon Tenant's delivery of

the 17th Floor Surrender Space Notice to Landlord, Tenant may request Landlord,

during normal business hours and upon reasonable prior notice, to accompany

Tenant on a joint walk-through of the 17th Floor Surrender Space in order to

identify any items of work set forth on Exhibit B that Landlord determines to be

incomplete. Any dispute about whether the work set forth on Exhibit B has been

completed may be submitted to arbitration by either party pursuant to Article 38

of the Lease, before an arbitrator selected in accordance with Section 38.01(d)

of the Lease.

(iii) The 17th Floor Surrender Space shall be tendered to Landlord vacant,

unencumbered, broom clean, in reasonably good order and condition (ordinary wear

and tear and damage by fire or casualty excepted) and otherwise in accordance

with Exhibit B.

(c) All work performed by Tenant in order to satisfy the 17th Floor

Surrender Space Delivery Conditions shall be performed in accordance with the

provisions of Article 8 of the Lease applicable to Tenant's Changes which

require Landlord's consent. In the event of a conflict between Exhibit B and

Article 8 of the Lease, Exhibit B shall be controlling.

 

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(d) If Tenant timely delivers the 17th Floor Surrender Space Notice, and if

Tenant thereafter timely tenders the 17th Floor Surrender Space to Landlord with

all work required by Exhibit B having been completed and otherwise in accordance

with Paragraph 6 of this Second Amendment, then effective on the 17th Floor

Surrender Space Surrender Date:

(i) all references in this Lease to the demised premises shall be deemed to

exclude the 17th Floor Surrender Space and the total rentable square footage of

Office Space demised under this Lease shall be deemed reduced by 27, 503

rentable square feet;

(ii) fixed annual rent shall be reduced by an amount equal to Nine Hundred

Sixty-Two Thousand Six Hundred Five and 00/100 Dollars ($962,605.00) per annum,

or Eighty Thousand Two Hundred Seventeen and 08/100 Dollars ($80,217.08) per

month, for the period commencing on the day following the 17th Floor Surrender

Space Surrender Date through and including February 28, 2015, and (B) Nine

Hundred Ninety Thousand One Hundred Eight and 00/100 Dollars ($990,108.00) per

annum, or Eighty-Two Thousand Five Hundred Nine and 00/100 Dollars ($82,509.00)

per month, for the period commencing March 1, 2015 through and including the

Extension Term Expiration Date;

(iii) Tenant's Proportionate Share for Tenant's Tax Payment shall be

reduced by 3.08%, and Tenant's Proportionate Share for Tenant's Operating

Payment shall be reduced by 3.35%;

(iv) the credit to fixed annual rent for cleaning shall be reduced by

Thirty-Three Thousand Three and 60/100 Dollars ($33,003.60); and

(v) Tenant shall reimburse Landlord for the reasonable, actual costs

incurred by Landlord for construction and fit-out of the common corridor

identified on Exhibit A as the "Portion of corridor to be constructed by

Landlord at Tenant's cost". Such corridor shall be completed with Building

standard lighting, fixtures, carpeting, directional signage, signage required by

Legal Requirements and other Building standard finishes. Tenant shall reimburse

Landlord for such costs of construction and fit-out of such common corridor

within thirty (30) days after receipt of Landlord's invoices therefor,

accompanied by customary back-up.

(vi) Landlord shall continue to furnish heating, ventilation (including

fresh air) and air conditioning to the portion of the 17th floor retained by

Tenant, all in accordance with Section 22.01(b), Article 5 and other applicable

provisions of the Lease.

(e) Tenant agrees that within ten (10) Business Days after Landlord's

request following the 17th Floor Surrender Space Surrender Date, Tenant shall

execute, acknowledge and deliver to Landlord an instrument in form reasonably

acceptable to Landlord confirming (i) the 17th Floor Surrender Space Surrender

Date, (ii) the fixed annual rent payable under the Lease, (iii) Tenant's

Proportionate Share for Tenant's Tax Payment and Tenant's Proportionate Share

for Tenant's Operating Payment, and (iv) any other information reasonably

requested by Landlord to be confirmed in connection with surrender of the 17th

Floor Surrender Space.

 

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7. Continuing Tenant Obligations Concerning the 18th Floor.

(a) Tenant hereby acknowledges that simultaneously with Tenant's surrender

of the 18th floor as of the date hereof, and simultaneously with Tenant's

assignment of the DTCC Sublease pursuant to the Assignment and Assumption of

Subleases, Landlord and DTCC have executed and delivered an attornment agreement

substantially in the form annexed hereto as Exhibit D (the "DTCC Attornment

Agreement"), whereby DTCC has agreed to attorn to Landlord as a direct tenant

under the terms and conditions of the DTCC Sublease as modified by the DTCC

Attornment Agreement (hereinafter, the "DTCC Lease").

(b) Effective as of the Effective Date:

(i) Without limiting anything contained in Paragraph 10 of this Second

Amendment and continuing for the balance of the term of the DTCC Lease

(including any extensions or rentals thereof), Tenant agrees to comply with the

following provisions of the DTCC Lease and to recognize DTCC's rights vis-a-vis

Tenant thereunder (subject to the terms and provisions thereof): Section 10(c)

(access to electrical closets); Section 10(d) (access to telephone closets) and

Section 20 (access to lobby, escalators, elevators and premises, security

procedures and signage);

(ii) Tenant's right of first offer on Surrendered Space, set forth in

Paragraph 13 of this Second Amendment, shall be subject and subordinate to

DTCC's renewal option set forth in Section 21 of the DTCC Lease; and

(iii) Tenant hereby agrees, with reference to that certain letter agreement

dated as of March 24, 2005 between Tenant d/b/a Keyspan Energy Delivery New York

and DTCC (the "Confirmatory Power Letter"), which Confirmatory Power Letter,

among other things, ratifies and confirms Tenant's obligations to provide DTCC

with the "New Power Feed" as defined in that certain letter agreement dated

October 8, 2004 between DTCC and Tenant d/b/a Keyspan Energy Delivery New York

(the "New Power Feed Letter"), to perform the obligations of Tenant under the

Confirmatory Power Letter and the New Power Feed Letter at Tenant's expense.

Further, Tenant acknowledges and agrees that Landlord shall have no

responsibility whatsoever for the performance of Tenant's obligations under the

Confirmatory Power Letter or the New Power Feed Letter, nor shall Landlord have

any liability to Tenant for any failure of the New Power Feed or any of the

equipment or facilities furnished by Tenant to DTCC pursuant to the Confirmatory

Power Letter or the New Power Feed Letter.

8. Continuing Tenant Obligations Concerning the 19th Floor.

(a) Tenant hereby acknowledges that simultaneously with Tenant's surrender

of the 19th floor as of the date hereof, and simultaneously with Tenant's

assignment of the Allstate Sublease pursuant to the Assignment and Assumption of

Subleases, Landlord and Allstate have executed and delivered an attornment

agreement substantially in the form annexed hereto as Exhibit E (the "Allstate

Attornment Agreement"), whereby Allstate has agreed to attorn to Landlord as a

direct tenant under the terms and conditions of the Allstate Sublease as

modified by the Allstate Attornment Agreement (hereinafter, the "Allstate

Lease").

 

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(b) Effective as of the Effective Date:

(i) without limiting anything contained in Paragraph 10 of this Second

Amendment and continuing for the balance of the term of the Allstate Lease

(including any extensions or renewals thereof), Tenant agrees to comply with the

following provisions of the Allstate Lease and to recognize Allstate's rights

vis-a-vis Tenant thereunder (subject to the terms and provisions thereof):

Section 10(c) (access to electrical closets); Section 10(d) (access to telephone

closets) and Section 20 (access to lobby, escalators, elevators and premises,

security procedures and signage);

(ii) Tenant's right of first offer on Surrendered Space, set forth in

Paragraph 13 of this Second Amendment, shall be subject and subordinate to

Allstate's right of first offer set forth in Section 23 of the Allstate Lease;

(iii) In the event that on the Effective Date the Rent Commencement Date

(as defined in Section 2(a) of the Allstate Lease) has not yet occurred, then

Tenant shall pay as additional rent, within thirty (30) days after Tenant's

receipt of Landlord's reasonably detailed invoices therefor, an amount equal to

Sixty-Two Thousand Three Hundred Eighty-Four and 00/100 Dollars ($62,384.00) per

month (prorated for any portion of a month) for the period commencing on the

Effective Date and ending on the day prior to the Rent Commencement Date (as

defined in Section 2(a) of the Allstate Lease); and

(iv) In the event that on or after the Effective Date all or any portion of

the moving allowance of Sixty-One Thousand Five Hundred Fifty-Eight and 00/100

Dollars ($61,558.00), has not yet been credited against Fixed Rent under the

Allstate Lease pursuant to Section 22 of the Allstate Lease, Tenant shall

reimburse Landlord, as additional rent and within thirty (30) days after

Tenant's receipt of Landlord's reasonably detailed invoices therefor, for all or

any portion of such moving allowance that is credited against Fixed Rent on or

after the Effective Date.

9. Option to Surrender 20th Floor.

(a) Commencing on the Effective Date and continuing until March 1, 2006,

Tenant shall have the right, on not less than thirty (30) days prior notice (the

"20th Floor Surrender Notice"), to surrender the entire rentable area on the

twentieth (20th) floor, which rentable area is deemed to constitute 29,061

rentable square feet. Tenant's 20th Floor Surrender Notice shall be irrevocable

and shall specify the anticipated date for surrender of the 20th floor. Tenant's

failure (i) to deliver the 20th Floor Surrender Notice at least thirty (30) days

prior to March 1, 2006, or (ii) to surrender the 20th Floor in accordance with

the provisions of this Paragraph 9 not later than March 1, 2006, shall be deemed

an irrevocable waiver of Tenant's right to surrender the 20th Floor.

(b) Tenant's right to surrender the 20th floor shall be subject to the

following:

(i) Tenant shall not be in default of any of its material obligations under

this Lease (after the giving of any required notice and the expiration of any

applicable cure period) either at the time of giving of the 20th Floor Surrender

Notice or on the 20th Floor Surrender Date (as hereinafter defined).

 

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(ii) Tenant, at Tenant's expense, shall have completed all of the work

described in the "20th Floor Surrender Space Delivery Conditions" annexed hereto

as Exhibit F. Commencing upon Tenant's delivery of the 20th Floor Surrender

Space Notice to Landlord, Tenant may request Landlord, during normal business

hours and upon reasonable prior notice, to accompany Tenant on a joint

walk-through of the 20th Floor Surrender Space in order to identify any items of

work set forth on Exhibit F that Landlord determines to be incomplete. Any

dispute about whether the work set forth on Exhibit F has been completed may be

submitted to arbitration by either party pursuant to Article 38 of the Lease,

before an arbitrator selected in accordance with Section 38.01(d) of the Lease.

(iii) The 20th Floor Surrender Space shall be tendered to Landlord vacant,

unencumbered, broom clean, in reasonably good order and condition (ordinary wear

and tear and damage by fire or casualty excepted) and otherwise in accordance

with Exhibit F.

(c) All work performed by Tenant in order to satisfy the 20th Floor

Surrender Space Delivery Conditions shall be performed in accordance with the

provisions of Article 8 of the Lease applicable to Tenant's Changes which do not

require Landlord's consent. In the event of a conflict between Exhibit F and

Article 8 of the Lease, Exhibit F shall be controlling.

(d) If Tenant timely exercises its right to surrender the 20th floor in

accordance with Paragraph 9(a), and if Tenant thereafter timely tenders the 20th

floor to Landlord in accordance with Paragraph 9(a), with all work required by

Exhibit F having been completed and otherwise in accordance with Paragraph 9(b)

of this Second Amendment, then effective the date of such tender (the "20th

Floor Surrender Date"):

(i) all references in this Lease to the demised premises shall be deemed to

exclude the 20th floor and the total rentable square footage of Office Space

demised under this Lease shall be reduced by 29,061 rentable square feet;

(ii) fixed annual rent shall be reduced by One Million Seventeen Thousand

One Hundred Thirty-Five and 00/100 Dollars ($1,017,135.00) per annum, or

Eighty-Four Thousand Seven Hundred Sixty-One and 25/100 Dollars ($84,761.25) for

the period commencing on the day following the 20th Floor Surrender Date through

and including February 28, 2015, and One Million Forty-Six Thousand One Hundred

Ninety-Six and 00/100 Dollars ($1,046,196.00) per annum, or Eighty-Seven

Thousand One Hundred Eighty-Three and 00/100 Dollars ($87,183.00) per month, for

the period commencing on March 1, 2015 through and including the Extension Term

Expiration Date;

(iii) Tenant's Proportionate Share for Tenant's Tax Payment shall be

reduced by 3.25%, and Tenant's Proportionate Share for Tenant's Operating

Payment shall be reduced by 3.54%; and

(iv) the credit to fixed annual rent for cleaning shall be reduced by

Thirty-Four Thousand Eight Hundred Seventy-Three and 20/100 Dollars

($34,873.20).

(e) Tenant agrees that within ten (10) Business Days after Landlord's

request following the 20th Floor Surrender Date, Tenant shall execute,

acknowledge and deliver to Landlord an instrument in form reasonably acceptable

to Landlord confirming (i) the 20th Floor Surrender Date, (ii) the fixed annual

 

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rent payable under the Lease, (iii) Tenant's Proportionate Share for Tenant's

Tax Payment and Tenant's Proportionate Share for Tenant's Operating Payment, and

(iv) any other information reasonably requested by Landlord to be confirmed in

connection with surrender of the 20th floor.

10. Building Services for Surrendered Space; Security, Access, Signage,

etc.

For purposes of this Second Amendment, any of the 17th Floor Surrendered

Space and/or the 18th, 19th and 20th floors of the Building shall individually

or collectively be referred to as the "Surrendered Space". Effective on the

Effective Date:

(a) Passenger Elevators. Three (3) passenger elevators in the high rise

elevator bank (including the two (2) passenger elevators presently serving the

18th and 19th floors) shall be dedicated to serving the Surrendered Space

exclusively. Until the earlier of the 17th Floor Surrender Space Surrender Date

and 20th Floor Surrender Date, the two (2) passenger elevators presently serving

the 18th and 19th floors shall continue to be dedicated to serving the 18th and

19th floors exclusively. Commencing on the earlier of the 17th Floor Surrender

Space Surrender Date and the 20th Floor Surrender Date, Landlord, at Landlord's

expense, shall reprogram the third such passenger elevator to so serve the

Surrendered Space. Notwithstanding the forgoing, during any period when one or

more of the remaining five (5) elevators in the high rise elevator bank is out

of service for more than one (1) Business Day (or for more than twenty-four (24)

consecutive hours over the course of two (2) consecutive Business Days) because

of repairs, maintenance or alterations, Landlord, at Landlord's expense, shall

promptly reprogram the third elevator dedicated to serving the Surrendered Space

so that it is available to serve all floors served by the high rise elevator

bank during such time as such dedicated elevator(s) are out of service;

(b) Electricity. Pursuant to Article 6 of the Lease, Tenant presently

obtains electricity directly from the utility company. Pursuant to the DTCC

Sublease and the Allstate Sublease, Tenant presently furnishes submetered

electricity to DTCC and Allstate on the 18th and 19th floors. Landlord and

Tenant have agreed that commencing as soon after the Effective Date as

reasonably practicable, Tenant shall obtain electricity from Landlord on a

submetered basis. Additionally, Landlord shall furnish electricity to any

tenants of Landlord in the Surrendered Space on a submetered basis. The forgoing

conversion is sometimes hereinafter referred to as the "Electrical Conversion".

In furtherance of the Electrical Conversion, and without limiting anything

contained in Section 6.02 of the Lease:

(i) As soon as reasonably practicable after the Effective Date, Landlord

shall cause Landlord's consultants to design and plan the Electrical Conversion.

Landlord shall furnish Tenant with copies of any progress plans and

specifications for the Electrical Conversion, as well as a copy of the final

submetering plan, for Tenant's reference.

(ii) Landlord shall order all meters and other equipment required for the

Ele


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