FIRST AMENDMENT OF LEASE
THIS FIRST AMENDMENT OF LEASE, dated as of the 27th day of November, 2001,
is being entered into between 205 ASSOCIATES, a New Jersey general partnership
("Landlord"), having an address c/o PW/MS Management Co., Inc. at ▇▇▇▇ &
▇▇▇▇▇▇▇▇▇, LLC, Park Avenue at ▇▇▇▇▇▇ County, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇,
▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇ and ▇▇▇▇▇▇ ELECTRONICS, INC., a New York
Corporation ("Tenant"), having an address at ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇.
W I T N E S S E T H
- - - - - - - - - -
WHEREAS:
A. Landlord, as lessor and The ▇▇▇▇▇▇ Group, Inc. and ▇▇▇▇▇▇ Sound, Inc.,
collectively as lessee, heretofore entered into a certain lease dated as of
April 26, 1996 (said lease as the same may have been or may hereafter be amended
is hereinafter called the "Lease") with respect to a portion of the building
known as and located at ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇, for a term
ending on April 30, 2001, or on such earlier date upon which said term may
expire or be terminated pursuant to any conditions of limitation or other
provisions of the Lease or pursuant to law. The ▇▇▇▇▇▇ Group, Inc. and ▇▇▇▇▇▇
Sound, Inc. are the predecessors-in-interest of Tenant;
B. Landlord and Tenant are desirous of extending the term of the Lease by
one (1) year and five (5) months so that its scheduled expiration date is
September 30, 2002; and
C. The parties hereto desire to modify the Lease in certain other respects.
NOW, THEREFORE, in consideration of the promises and mutual covenants
hereinafter contained, the parties hereto modify said Lease, as follows:
1. DEFINITIONS. Except as otherwise provided in this First Amendment of
Lease, all defined terms contained in this First Amendment of Lease shall, for
the purposes hereof, have the same meaning ascribed to them in the Lease.
2. LEASED PERMISES. As of the date hereof, the parties agree that (a) the
Leased Premises contain a floor area of 3,928 rentable square feet, (b) the
attached Schedule A replaces Exhibit B to the Lease, (c) Tenant's Proportionate
Share means 2.6% and (d) the Allotted Parking is for up to twelve (12) parking
spaces.
3. TERM. Notwithstanding anything to the contrary contained in the Lease,
the date set forth in the Lease for the expiration thereof is hereby modified so
that the Termination Date shall be September 30, 2002. If Landlord delivers to
Tenant a notice ("Termination Date Notice") confirming, among other things, the
September 30, 2002 Termination Date, then, Tenant shall execute the Termination
Date Notice and return a signed original thereof to Landlord within five (5)
days after Landlord's demand. Landlord's failure to timely receive from Tenant
at least one (1) fully executed original counterpart of the Termination Date
Notice shall constitute Tenant's express consent with and agreement to all the
terms contained in the Termination Date Notice as prepared by Landlord.
4. RENT. The Basic Rent, on a per annum basis, for the Demised Premises
shall be:
(i) TWENTY SEVEN THOUSAND FOUR HUNDRED NINETY SIX AND 00/100 DOLLARS
($27,496.00) for the period commencing on May 1, 2001 and ending on
April 30, 2002, payable in advance on the first day of each calendar
month in equal monthly installments of TWO THOUSAND TWO HUNDRED NINETY
ONE AND 33/100 DOLLARS ($2,291.33); and
(ii) TWENTY NINE THOUSAND FOUR HUNDRED SIXTY AND 00/100 DOLLARS
($29,460.00) for the period commencing on May 1, 2002 and ending on
the Termination Date of September 30, 2002, payable in advance on the
first day of each calendar month in equal monthly installments of TWO
THOUSAND FOUR HUNDRED FIFTY FIVE AND 00/100 DOLLARS ($2,455.00).
5. BROKER. (A) Tenant covenants, represents and warrants that Tenant has
had no dealing or communications with any broker or agent in connection with the
consummation of this First Amendment of Lease, except SBWE, Inc. and ▇▇▇▇ &
▇▇▇▇▇▇▇▇▇ Real Estate Advisors, LLC (collectively hereinafter referred to as the
"Brokers"). Tenant covenants and agrees to pay, defend, hold harmless and
indemnify Landlord and its directors, officers, partners and their affiliates
and/or subsidiaries from and against any and all costs, expenses, including
reasonable attorney's fees (prior to settlement, at trial or on appeal), court
costs and disbursements or liability for any commission or other compensation
claimed by any broker, except the Brokers, with respect to this First Amendment
of Lease.
(B) Landlord covenants, represents and warrants that Landlord has had no
dealing or communications with any real estate broker or agent in connection
with the consummation of this First Amendment of Lease, except the Brokers.
Landlord shall pay the Brokers a real estate brokerage commission in connection
with this First Amendment of Lease if, as and when earned and due pursuant to
the terms of a separate written agreement between Landlord and each of said
Brokers. If (i) Landlord defaults under its separate written agreement with
either or both of said Brokers regarding this First Amendment of Lease and
either or both of said Brokers make a claim for commission against Tenant or
(ii) Landlord has in fact dealt or communicated with a broker or agent, other
than the Brokers, in connection with this First Amendment of Lease, and a claim
for commission is made against Tenant by such other broker or agent with whom
Landlord has dealt, then, in either case, Landlord shall pay, defend, indemnify
and hold harmless Tenant, its partners, directors, officers and their affiliates
and/or subsidiaries from and against any and all costs, expenses, including
reasonable attorney's fees (prior to settlement, at trial or on appeal), court
costs and disbursements, or liability for any commission or other compensation
sought from any such claim.
6. LEASE RATIFICATION. Except as modified by this First Amendment of Lease,
the Lease, and all covenants, agreements, terms and conditions thereof, shall
remain in full force and effect and is hereby in all respects ratified and
confirmed.
7. CORPORATE AUTHORITY. Tenant represents that the undersigned corporate
officer of the Tenant corporations have been duly authorized on behalf of the
Tenant corporations to enter into this First Amendment of Lease in accordance
with the terms, covenants and conditions set forth herein, and upon Landlord's
request, Tenant shall deliver evidence, in form and substance satisfactory to
Landlord, to the foregoing effect.
8. NO ORAL CHANGES. This First Amendment of Lease may not be changed
orally, but only by a writing signed by both Landlord and Tenant.
9. PHYSICAL CONDITION. Tenant acknowledges that it is in occupancy of the
Demised Premises and hereby accepts the Demised Premises in their "as is"
physical condition and state of repair as of April 30, 2001. In this regard,
Landlord shall have no obligation to do any work, perform any services or grant
any construction allowances.
10. NO DEFAULTS. Tenant confirms that (i) Landlord has fully complied with
all of its obligations contained in the Lease and (ii) no event has occurred and
no condition exists which, with the passage of time or the giving of notice, or
both, would constitute a default by Landlord under the Lease.
11. NON-BINDING DRAFT. The mailing or delivery of this document or any
draft of this document by Landlord or its agent to Tenant, its agent or attorney
shall not be deemed an offer by the Landlord on the terms set forth in this
document or draft, and this document or draft may be withdrawn or modified by
Landlord or its agent at any time and for any reason. The purpose of this
section is to place Tenant on notice that this document or draft shall not be
effective, nor shall Tenant have any rights with respect hereto, unless and
until Landlord shall execute and accept this document. No representations or
promises shall be binding on the parties hereto except those representations and
promises contained in a fully executed copy of this document or in some future
writing signed by Landlord and Tenant.
12. NOTICES. As of the date hereof, Section 29.08 of the Lease shall be
deemed amended to provide as follows:
(i) to Landlord at PW/MS Management Co., Inc., ▇/▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇▇,
▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇ at ▇▇▇▇▇▇ County, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇,
▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇, or to such other address as
Landlord may designate by notice to Tenant, and a copy simultaneously
to ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇, Esq., General Counsel, ▇▇▇▇ & ▇▇▇▇▇▇▇▇▇, LLC,
Park Avenue at ▇▇▇▇▇▇ County, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇
▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇,
13. RENEWAL OPTION. As of the date hereof, (a) the defined term "Initial
Term" recited in Section 30.01 of the Lease shall mean the seventeen (17) month
period beginning on May 1, 2001 and ending on September 30, 2002 and (b) the
defined term "Renewal Term" recited in Section 30.01 of the Lease shall mean the
five (5) year period beginning on October 1, 2002 and ending on September 30,
2007.
14. RELEASE. As of the date hereof, Tenant is hereby released from all
obligations including, but not limited to, paying Basic Rent and Additional
Rent, (a) arising from only the "Surrender Unit" (hereinafter defined) and (b)
attributable only to the period beginning on the Commencement Date of May 1,
1996 and ending on April 30, 2001. The Surrender Unit shall mean the 20,479
rentable square foot depicted on Schedule B, attached hereto and made a part
hereof.
IN WITNESS WHEREOF, the parties hereto have executed this First Amendment
of Lease as of the day and year first above written.
Signed and delivered LANDLORD:
ATTESTED BY: 205 ASSOCIATES
By: 165 Management Corp.
/s/ By: /s/
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Esq. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
Corporate Secretary Vice President
APPLY CORPORATE SEAL HERE
ATTESTED BY: AGENT FOR LANDLORD:
PW/MS MANAGEMENT CO., INC.
/s/ By: /s/
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▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇, Esq. ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Corporate Secretary Senior Vice President
APPLY CORPORATE SEAL HERE
ATTESTED BY: TENANT:
▇▇▇▇▇▇ ELECTRONICS, INC.
/s/ By:/s/
-------------------------- ----------------------
Name: Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title: Corporate Secretary Title: Chief Financial Officer
APPLY CORPORATE SEAL HERE
SCHEDULE A
Floor Plan of
3,928 Rentable Square Foot
Leased Premises
SCHEDULE B
Floor Plan of
20,479 Rentable Square Foot
Surrender Unit