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Exhibit 10.18
EXECUTION COPY
SIXTH LEASE MODIFICATION AGREEMENT
Kenvic Associates, Landlord
with
Instinet Corporation, Tenant
July 24, 1997
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SIXTH LEASE MODIFICATION AGREEMENT
THIS SIXTH LEASE MODIFICATION AGREEMENT (the "Agreement"), dated as of the
24th day of July, 1997, between KENVIC ASSOCIATES, a partnership having an
office at 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 ("Landlord"} and INSTINET
CORPORATION, a Delaware corporation having an office at 000 Xxxxx Xxxxxx, Xxx
Xxxx, Xxx Xxxx 00000 ("Tenant").
W I T N E S S E T H:
WHEREAS, Landlord and Tenant are parties to that certain lease dated as or
November 19, 1992, relating to the entire twenty-eighth (28th) and twenty-ninth
(29th) floors in the Building, as modified by a Lease Modification Agreement
dated as of July 9, 1993 (the "First Lease Modification Agreement") relating to
the entire eighteenth (18th) floor in the Building, a Second Lease Modification
Agreement dated June 7, 1994 (the "Second lease Modification Agreement")
relating to a portion of the twenty-seventh (27th) floor of the Building, a
Third Lease Modification Agreement dated as of October 21, 1994 (the "Third
Lease Modification Agreement") relating to a portion of the third (3rd) floor in
the Building, a Fourth Lease Modification Agreement dated as of February 14,
1996 (the "Fourth lease Modification") relating to the entire nineteenth (19th)
floor and a Fifth Lease Modification Agreement dated as of June 14, 1996 (the
"Fifth Lease Modification Agreement") relating to the balance of the third (3rd)
floor (said lease, as so modified by
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the First Lease Modification Agreement, the Second Lease Modification Agreement,
the Third Lease Modification Agreement, the Fourth Lease Modification Agreement
and the Fifth Lease Modification Agreement is hereinafter referred to as the
"Lease"); and
WHEREAS, Landlord and Tenant desire to modify the Lease as hereinafter set
forth.
NOW, THEREFORE, in consideration of the premises, and for good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, and of the mutual agreements herein, the Lease is amended as
follows:
1. All the terms of this Agreement, the initial letters of which are
capitalized and not otherwise defined, shall have the meanings set forth
in the Lease.
2. Section 1.02 of the Lease is modified by adding to the Premises a portion
of the seventh (7th) floor of the Building as indicated by the cross
hatching on Exhibit A annexed hereto (the "Additional 7th Floor
Premises"). The term "Premises" shall hereafter (except for the purpose of
Section 10.10, 12.01, 12.02, 12.03, 12.04A, 14.01, 23.03, 31.02 of the
Lease) include the Additional 7th Floor Premises. The rentable square foot
area of the Additional 7th Floor Premises is hereby deemed to be 4,410
rentable square feet.
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3. Section 3.01 of the Lease is hereby modified so that the Fixed Rent
payable under the Lease is increased as follows:
A. From and after the date hereof, and continuing until the Expiration
Date, the Fixed Rent shall be increased by $66,150 per annum;
B. Provided Tenant has validly exercised the First Renewal Term Option,
during the First Renewal Term the Fixed Rent for the First Renewal
Term shall be increased by an additional $9,922.50 per annum;
C. Provided Tenant has validly exercised the Second Renewal Term
Option, during the Second Renewal Term the Fixed Rent for the Second
Renewal Term shall be increased by an additional $11,410.87.
4. The Lease is further modified as follows:
A. By deleting the period and the end of the first sentence of Section
5.01 and adding the following: ";provided, however, the Additional
7th Floor Premises shall not be used for any purpose other than for
the installation and operation of mechanical equipment as
hereinafter provided in this Agreement."; and
B. By adding a new sentence to Section 22.09 of the Lease to read as
follows: "Tenant agrees that as of the date
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hereof, the rentable square footage of the Premises consists of
152,410 square feet."
5. Tenant has inspected the Additional 7th Floor Premises and acknowledges
that the Additional 7th Floor Premises is in good order and repair and
accepts the Additional 7th Floor Premises for the use permitted under
Section 5.01 in its present condition "as is" on the date hereof. Tenant
shall, at its sole cost and expense, keep the Additional 7th Floor
Premises in a neat and orderly condition and free of all rubbish. Landlord
shall not be required to provide any Building services to Tenant with
respect to the Additional 7th Floor Premises including, utilities,
heating, ventilation, air conditioning, cleaning, rubbish removal and
passenger elevators.
6. A. Tenant shall, at its sole cost and expense, perform in the
Additional 7th Floor Premises the work set forth on the drawings
prepared by Xxxxxx Xxxxxx Xxxxxxx Architects listed on Exhibit B
annexed hereto (the "Additional 7th Floor Work"), subject to the
provisions set forth therein, and, in connection with the Additional
7th Floor Work, install (a) new supply and return fuel lines from
the sub-basement of the Building to the Additional 7th Floor
Premises, (b) new conduits for telecommunication lines and
electrical lines from the basement of the Building to the Additional
7th
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Floor Premises and extend those conduits from the Additional 7th
Floor Premises to the 28th floor. The Additional 7th Floor Work
shall require strict compliance with the plans annexed as Exhibit B.
B. All Additional Work shall be performed in accordance with the
requirements of Exhibit C. Landlord may retain such consultants,
engineers and other professionals it may select to assist Landlord
in reviewing the plans and specifications prepared by Tenant and the
execution of the Additional Work and the roof work referred to in
Section 12.04B(3), and Tenant shall pay the reasonable out of pocket
costs incurred by Landlord for such consultants, engineers and other
professionals. Landlord will obtain cost estimates from each
consultant, engineer or professional retained by Landlord and
provide Tenant with a copy thereof. Notwithstanding the submission
of any such estimate, the obligation of Tenant under this paragraph
6.B shall not be limited by the amount of any such estimate.
7. Tenant warrants and represents that in the negotiation of this Agreement,
it dealt with no broker other than Tishman Real Estate Company,
Insignia/Xxxxxx X. Xxxxxx Co., Inc. and Xxxxxxx and Wakefield, Inc.
(collectively the "Broker") and no other broker participated in bring
about this agreement. The parties hereto acknowledge that the Broker will
be paid
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a commission equal to 50% of one full leasing commission
in accordance with a separate agreement between Landlord and Broker.
Tenant hereby indemnifies and agrees to defend and hold Landlord harmless
against any claim or liability arising out of any inaccuracy or alleged
inaccuracy of the above representation or any claim for any payment in
excess of the amount set forth above. Landlord represents that to the best
of Landlord's knowledge, it has not dealt with any broker other than the
Broker in connection with this Agreement.
8. Except as modified by this Agreement, the Lease shall remain in full force
and effect in accordance with its terms and (except for the
representations set forth therein) is hereby ratified and confirmed.
9. This Agreement shall be binding on and shall inure to the benefit of the
parties hereto and their respective successors and permitted assigns.
[SIGNATURE PAGE FOLLOWS]
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IN WITNESS WHEREOF, the parties have caused this Agreement to be executed
as of the date first above written.
LANDLORD:
WITNESS: KENVIC ASSOCIATES
/s/ Xxxx X. Xxxxxx By: /s/ Xxxxxxx Xxxxxxxxx
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Name: Luci1le Gladstone
Title: Partner
TENANT:
WITNESS: INSTINET CORPORATION
/s/ Xxxxxx XxXxxxx By: /s/ Xxxxxx Xxxxxxxxx
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Name: Xxxxxx Xxxxxxxxx
Title: Senior Vice President
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LANDLORD'S ACKNOWLEDGEMENT
STATE OF NEW YORK )
: ss.:
COUNTY OF NEW YORK )
On this 29th day of July, 1997, before me personally came Xxxxxxx
Xxxxxxxxx, to me known, who, being by me duly sworn, did depose and say that she
is a partner in the firm of KENVIC ASSOCIATES, a New York partnership, and that
she executed the foregoing instrument as and on behalf of said partnership.
/s/ Xxxxxxxxx X. Xxxxx
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Notary Public
XXXXXXXXX X. XXXXX
Notary Public, State of New York
No 01BU4987648
Qualified in Nassau County
Commission Expires 10/21/97
CORPORATE TENANT'S ACKNOWLEDGEMENT
STATE OF NEW YORK )
: ss.:
COUNTY OF NEW YORK )
On this 25th day of July, 1997, before me personally came Xxxxxx
Xxxxxxxxx, to me known, who, being by me duly sworn, did depose and say that the
resides at
;
that he is the Senior Vice President of Instinet Corporation, the corporation
described in and which executed the foregoing Lease, as Tenant, and that he
signed his name thereto by order of that corporation's board of directors.
/s/ Xxxxxx Xxxxx
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Notary Public
XXXXXX XXXXX
Notary Public, State of New York
No 00-0000000
Qualified in New York County
My Commission Expires 3/21/98
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