Exhibit 10.4
AMENDMENT OF LEASE
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AMENDMENT, dated May 28, 1996, by and between NEWPORT L.G.-I, INC., a
Delaware corporation, having an office c/o The Georgetown Company, 000 Xxxxxxx
Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 ("Landlord"), and KNIGHT SECURITIES, L.P., a
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New York limited partnership, having an office at 000 Xxxxxxxxxx Xxxxxxxxx,
Xxxxxx Xxxx, Xxx Xxxxxx 00000 ("Tenant").
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W I T N E S S E T H:
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WHEREAS, by Agreement of Lease, dated as of December 6, 1994, by and
between Landlord and Tenant (the "Lease"), Tenant leases certain space in the
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building known as Newport Office Tower, and located at 000 Xxxxxxxxxx Xxxxxxxxx,
Xxxxxx Xxxx, Xxx Xxxxxx (the "Building"), consisting of the entire thirtieth
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(30th) floor of the Building; and
WHEREAS, Landlord and Tenant desire to amend the Lease to provide for the
addition of certain space located on the 35th floor of the Building to the
premises leased to Tenant under the Lease.
NOW, THEREFORE, in consideration of the sum of Ten Dollars ($10.00) paid
by Landlord to Tenant and for other good and valuable consideration, the mutual
receipt and legal sufficiency of which are hereby acknowledged, the parties
hereto hereby agree as follows:
1. Capitalized terms used but not otherwise defined herein shall have the
meanings ascribed thereto in the Lease.
2. Landlord hereby leases to Tenant and Tenant hereby hires from
Landlord, the portion of the thirty-fifth (35th) floor of the Building shown as
area "C" on the floor plan attached hereto as Exhibit A and made a part hereof
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(the "Additional Space"), upon all of the same terms, covenants and conditions
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set forth in the Lease, as amended hereby, for a term to commence upon a date
(the "Additional Commencement Date") which is the earlier of (i) the date which
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is three (3) Business Days after Landlord notifies Tenant that Landlord's
Additional Work (hereinafter defined) has been Substantially Completed, and (ii)
September 1, 1996, and to expire on the Expiration Date.
3. The Lease is hereby modified and amended, as follows:
(a) The "Definitions" section of the Lease is amended in the following
respects:
(i) The definition of "Premises" is amended as of the date hereof
to include the Additional Space, subject to the provisions of the Lease.
(ii) The definition of "Space Factor" is amended as of the
Additional Commencement Date by deleting the phrase "twenty-two thousand one
hundred (22,100)" and inserting in lieu thereof the phrase "twenty-nine thousand
four hundred seventy-five (29,475)".
(iii) The definition of "Tenant's Share" is amended as of the
Additional Commencement Date by deleting the phrase "two and two thousand three
hundred ninety-six ten thousandths percent (2.2396%)" and inserting in lieu
thereof the phrase "two and nine thousand eight hundred seventy ten thousandths
percent (2.9870%)".
(iv) The definition of "Tenant's Tax Share" is amended as of the
Additional Commencement Date by deleting the phrase "two and one thousand one
hundred eighty-nine ten thousandths percent (2.1189%)" and inserting in lieu
thereof the phrase "two and eight thousand two hundred sixty ten thousandths
percent (2.8260%)".
(b) As of the Additional Commencement Date, Section 1.1 is amended to
provide for additional Fixed Rent for the Additional Space in the amount of Two
Hundred Six Thousand Five Hundred Dollars ($206,500.00) per annum, for the
period commencing on the Additional Commencement Date and ending on April 3,
2001 ($17,208.33 per month), and Two Hundred Twenty-One Thousand Two Hundred
Fifty Dollars ($221,250.00) per annum, for the period commencing on April 4,
2001 and ending on April 3, 2006 ($18,437.50 per month).
4. (a) Landlord shall perform the work, and make the installations, in
the Additional Space as set forth on such detailed plans and specifications
(including layout, architectural, mechanical and structural drawings) as have
been prepared by Landlord, provided that the cost of such work and installations
does not exceed Two Hundred Twenty-One Thousand Two Hundred Fifty Dollars
($221,250.00) ("Landlord's Additional Work"). If Landlord shall expend less
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than such amount in performing Landlord's Additional Work and paying related
expenses, then Tenant shall receive a credit equal to the difference between
such amount and Landlord's total expenditures, against Tenant's Rental
obligations under the Lease, as amended hereby, next accruing after the
Substantial Completion of Landlord's Additional Work.
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(b) If Landlord shall be delayed in Substantially Completing
Landlord's Additional Work by reason of any of the following (individually a
"Tenant's Delay" and collectively referred to as "Tenant's Delays"): (1) any
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request by Tenant that Landlord delay in proceeding with any segment or part of
Landlord's Additional Work; (2) any changes or requests for changes to
Landlord's Additional Work; (3) any acts or omissions of Tenant or its agents,
employees or contractors; (4) any necessary displacement of any of Landlord's
Additional Work from its place in Landlord's construction schedule resulting
from any of the causes for delay referred to in the foregoing clauses 1 through
3; and (5) any other item designated as a Tenant's Delay pursuant to this
Paragraph 4; then the Additional Commencement Date shall be deemed to be the
date upon which the Additional Commencement Date would have occurred but for
such Tenant's Delay. If Landlord becomes aware of any Tenant's Delay or any
condition which may give rise to a Tenant's Delay, Landlord shall promptly
notify Tenant of such Tenant's Delay or condition and the anticipated length of
time of such Tenant's Delay, provided, however, Landlord shall suffer no
liability for failure to notify Tenant as aforesaid if the anticipated length of
such Tenant's Delay as set forth in Landlord's aforesaid notice shall be
different than any actual Tenant's Delay, or in good faith it was not possible
to reasonably foresee that a Tenant's Delay would arise.
(c) Tenant may request changes in Landlord's Additional Work
consisting of additions, deletions or other changes. If Tenant desires to make a
change, the same shall be communicated to Landlord by a change order signed by
Tenant. If such a change results in the cost of Landlord's Additional Work
exceeding the amount set forth in Paragraph (A) above, then Tenant shall pay to
Landlord the amount of such excess. Upon Landlord's receipt of such change
order, and provided Landlord otherwise approves such changes (which approval
shall be based upon the criteria for approval of Alterations as set forth in
Article 3 of the Lease), Landlord shall promptly prepare and furnish to Tenant a
statement, setting forth Landlord's good faith estimate of the cost, if any, to
Tenant resulting from the proposed change, as well as Landlord's good faith
estimate of any changes in the progress of Landlord's Additional Work which
would result by reason of such change. If within five (5) days of Tenant's
receipt of said statement Tenant countersigns and redelivers a copy of said
statement to Landlord, such statement shall constitute a mutually binding change
order and such change order shall be included in Landlord's Additional Work. The
failure of Tenant to so notify Landlord within said five (5) day period shall be
deemed a withdrawal by Tenant of the request for the change in question.
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(d) If a delay or any portion of a delay in the Substantial Completion
of Landlord's Additional Work is the result of an Unavoidable Delay, and such
delay would not have occurred but for a Tenant's Delay, such delay shall be
deemed to be a Tenant's Delay for the purposes hereof.
5. Tenant acknowledges that Landlord has made no representation to
Tenant with respect to the condition of the Additional Space, except as set
forth in the Lease, as amended hereby. Tenant represents that it has inspected
the Additional Space and agrees to take possession thereof in the condition
which exists on the date hereof, subject to the obligation of Landlord contained
herein to perform Landlord's Additional Work.
6. Each of Landlord and Tenant represents and warrants that it has dealt
with no broker in connection with this Amendment of Lease or the Additional
Space other than Broker, and each agrees to indemnify the other from and against
any claim for brokerage commission arising from any breach by such party of its
foregoing representation and warranty. Landlord shall pay to Xxxxxx X. Xxxxxx
Company, Inc. a negotiated commission pursuant to a separate written agreement.
7. From and after the date hereof, all references in the Lease to "this
Lease", "herein", "hereof", "hereby" and words of similar import shall mean and
refer to the Lease as amended hereby.
8. As modified hereby, the Lease and all covenants, agreements, terms
and conditions thereof shall remain in full force and effect and are hereby in
all respects ratified and confirmed.
9. The Lease, as amended hereby, constitutes the entire understanding
between the parties hereto and may not be changed orally but only by an
agreement in writing signed by the party
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against whom enforcement of any waiver, change, modification or discharge is
sought.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment on
the date first above written.
NEWPORT L.G.-I, INC.
By: /s/ Xxxxxxxx Xxxx
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Name: Xxxxxxxx Xxxx
Authorized Signatory
KNIGHT SECURITIES, L.P.
Roundtable Partners, L.L.C.,
general partner
By: /s/ Xxxxxx Lazarocuitz
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Name : Xxxxxx Lazarocuitz
Title: Chief Operating Officer
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EXHIBIT A
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The Additional Space
[FLOOR PLAN APPEARS HERE]
NEWPORT OFFICE TOWER
Jersey City, New Jersey
35TH FLOOR
