1
EIGHTEENTH AMENDMENT TO LEASE
THIS EIGHTEENTH AMENDMENT TO LEASE (this "Eighteenth Amendment"), is made
as of the 1st day of October, 1998, by and between SAGE REALTY CORPORATION, a
New York corporation, having its principal office at 000 Xxxxx Xxxxxx, Xxx Xxxx,
Xxx Xxxx 00000, as Agent for the owner of the building hereinafter mentioned
(Sage Realty Corporation, as Agent, with its successors and assigns acting in
such capacity, being referred to herein as "Landlord"), and GREY ADVERTISING
INC., a Delaware corporation, having its principal office at 000 Xxxxx Xxxxxx,
Xxx Xxxx, Xxx Xxxx 00000 (being referred to herein as "Tenant").
W I T N E S S E T H:
WHEREAS, Xxxxxx Xxxxxxx and X. X. Xxxxxx (predecessor-in-interest to
Landlord), as landlord, and Tenant, as tenant, entered into that certain Lease,
made as of July 1, 1978 (the "Original Lease"), which was thereafter amended by
various amendments, the last of which was a certain Seventeenth Amendment to
Lease (the "Seventeenth Amendment"; and the Original Lease, as amended through
and including the Seventeenth Amendment, being hereinafter collectively referred
to as the "Lease"), dated February 3, 1998 (including for this purpose a certain
Amendment to Schedule 1 of the Seventeenth Amendment to Lease, made as of the
l4th day of May, 1998, by and between Landlord and Tenant), for space (the
"Leased Premises") in the building known as 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx
00000 (the "Building"); and
WHEREAS, the parties have agreed to amend the Lease to add certain spaces
in the basement and in the loading dock area of the Building to the Leased
Premises, all upon the terms and conditions herein set forth.
A G R E E M E N T:
NOW, THEREFORE, in consideration of the foregoing, Landlord, and Tenant
agree as follows:
1. All capitalized terms used herein shall have the same meanings
ascribed to them in the Lease, unless otherwise herein indicated, or unless the
context hereof shall otherwise require.
2
-2-
2. The Lease is modified to reflect the addition to the Leased
Premises as part of the Basement Space of the space in the loading dock area of
the Building (the "Additional Loading Dock Area") effective as of June 15, 1998
(the "Additional Loading Dock Area Effective Date") as shown on the hatched area
on Schedule "A" annexed hereto and made a part hereof on all relevant covenants,
conditions and agreements of the Lease, as modified hereby, and on the following
additional terms and conditions:
(i) The Rentable Space Footage of the Additional Loading Dock
Area for purposes of the Lease, as modified hereby, shall be deemed to be 65.
(ii) During the period from the Additional Loading Dock Area
Effective Date and continuing throughout the Term, the fixed minimum rent
payable pursuant to Section 3.01 of the Lease solely for the Additional Loading
Dock Area shall be at the annual rate of ONE THOUSAND ONE HUNDRED SEVENTY AND
00/100 DOLLARS ($1,170.00) and which fixed minimum rent amount shall on each
anniversary of the date hereof commencing with the first such anniversary be
increased by an amount equal to three percent (3%) of the fixed minimum rent
payable for the preceding year, and shall be payable in equal monthly
installments in advance on the first day of each month occurring during such
period.
(iii) The Additional Loading Dock Area may be used for storage
only and/or as a part of Tenant's existing messenger center in accordance with
the provisions of paragraph 4 of the Sixteenth Amendment of the Lease, made as
of April 28, 1989, by and between Landlord and Tenant.
(iv) The Additional Loading Dock Area was leased and delivered
to Tenant "as is" in its then vacant condition or in the condition in which the
same was upon removal by the preceding tenant or occupant, if any, as the case
may be, and Landlord is not required to perform any work, furnish any materials
or give Tenant any rent credit, rent abatement or work allowance or any sum of
money in connection with the addition of such space.
3. Effective as of the "Additional Basement Space. Effective Date"
(as hereinafter defined), the Lease is modified to add to the Leased Premises as
part of the Basement Space the space in the basement area of the Building known
as Unit B1 (the "Additional Basement Space") as shown on the hatched area on
Schedule "B" annexed hereto and made a part hereof on all
3
-3-
relevant covenants, conditions and agreements of the Lease, as modified hereby,
and on the following additional terms and conditions:
(i) The Rentable Square Footage of the Additional Basement
Space for purposes of the Lease, as modified hereby, shall be deemed to be 252.
(ii) During the period from the date hereof and continuing
throughout the Term, the fixed minimum rent payable pursuant to Section 3.01 of
the Lease solely for the Additional Basement Space shall be FOUR THOUSAND FIVE
HUNDRED THIRTY-SIX AND 00/100 DOLLARS ($4,536.00), and which fixed minimum rent
amount shall on each anniversary of the date hereof commencing with the first
such anniversary be increased by an amount equal to three percent (3%) of the
fixed minimum rent payable for the preceding year, and shall be payable in equal
monthly installments in advance on the first day of each month occurring during
such period.
(iii) The Additional Basement Space shall be leased and
delivered to Tenant "as-is" in the condition in which the same shall be upon
removal by the preceding tenant or occupant, if any, and Landlord is not
required to perform any work, furnish, any materials or give Tenant any rent
credit, rent abatement or work allowance or any sum of money in connection with
the addition of such space.
4. The effectiveness of this Amendment as it relates to the
Additional Basement Space is subject to and expressly conditioned upon the
effectiveness of that certain Partial Surrender and Termination of Lease being
entered into by NHS National Health Services Inc. ("NHS") (the current tenant of
the Additional Basement Space) and the surrender of such space to Landlord by
NHS on or before October 1, 1998 (the date of the satisfaction of both such
conditions being herein referred to as the "Additional Basement Space Effective
Date"), and in the event that the same shall not become effective and have
occurred, then this Eighteenth Amendment shall automatically be deemed null and
void as to the Additional Basement Space only and Landlord and Tenant shall be
relieved of any and all obligations hereunder relating thereto.
5. Each of Landlord and Tenant covenants, represents and warrants
that it has had no dealings or communications with any broker or agent in
connection with the consummation of this Agreement, other than
SageGroupAssociates Inc. ("SGA"), and each party indemnifies the other from and
against any and all cost,
4
-4-
expense (including reasonable attorneys' fees) or liability for any
compensation, commissions or charges claimed by any other broker or agent,
claiming to have dealt with it with respect to this Agreement or the negotiation
thereof. Landlord shall pay SGA the commission, if any, pursuant to a separate
agreement.
6.This Eighteenth Amendment may not be changed, amended or modified
in any manner other than by an agreement in writing specifically referring to
this Eighteenth Amendment and executed by Landlord and Tenant.
7. The provisions of this Eighteenth Amendment shall bind and inure
to the benefit of the parties hereto and their respective successors and
permitted assigns.
8. The provisions of this Eighteenth Amendment shall be construed in
accordance with the laws of the State of New York.
9. Except as modified hereby, the Lease remains unmodified and in
full force and effect.
IN WITNESS WHEREOF, the undersigned have caused this Amendment to be
executed as of the day and year first above written.
LANDLORD:
SAGE REALTY CORPORATION, as Agent
(in its capacity as Landlord)
By: /s/ Xxx Xxxxxxx
-------------------------------------
Name: Xxx Xxxxxxx
Title: Executive Vice President
10/22/98
TENANT:
GREY ADVERTISING INC.
By: /s/ [ILLEGIBLE]
Name:
Title:
5
SCHEDULE "A"
(Plan Showing the Additional Loading Dock Area
Follows this Page
6
[MAP OMITTED]
7
SCHEDULE "B"
[Plan showing the Additional Basement Space
Follows this Page
8
[MAP OMITTED]
