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EXHIBIT 10(k)(iii)
THIRD AMENDMENT TO LEASE
AGREEMENT (this "Amendment") made as of 29th day of September
1999, by and between LECHAR REALTY CORP., a New York corporation, with its
principal office address at 0000 Xxxxxxxx, Xxx Xxxx, XX 00000 ("Owner") and LIZ
CLAIBORNE INC., a Delaware corporation qualified to do business in the State of
New York, with its principal office and showroom at 0000 Xxxxxxxx, Xxx Xxxx, XX
00000 ("Tenant").
W I T N E S S E T H :
WHEREAS:
(i) Owner and Tenant are parties to a lease (the "Original
Lease") dated as of January 1, 1990, as amended by letter agreement dated August
4, 1994, a First Amendment: Lease Extension and Modification Agreement dated as
of January 1, 1998 (the "First Amendment"), and a Second Amendment to Lease
dated as of June 19, 1998 (collectively, the "Lease") for portions of the
building at 0000 Xxxxxxxx, a/k/a 000 Xxxxxxx Xxxxxx, Xxx Xxxx, XX (the
"Building", except as otherwise expressly specified in this Amendment, all
defined terms used in the Lease shall have the meanings herein that are ascribed
to them in the Lease); and
(ii) Tenant and Owner have agreed to amend and modify the
Lease upon the terms and conditions hereinafter set forth:
NOW, THEREFORE, in consideration of Ten Dollars and 00/100
($10.00) and other and further good and valuable consideration, including the
mutual covenants hereinafter set forth, Owner and Tenant agree that the Lease is
hereby amended and modified as follows:
1. Owner hereby leases to Tenant and Tenant hereby hires
from Owner the entire 21st Floor of the Building
(including the terrace (the "Terrace") adjacent
thereto) containing 11,039 square feet ("Unit 2100")
for a term
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commencing on the date (the "Possession Date") Owner
delivers vacant possession of Unit 2100 to Tenant and
ending on December 31, 2012 (as such date may be
extended in accordance with the terms of the Lease).
From and after the Possession Date, Unit 2100 shall
be and be deemed to be included in and part of the
Demised Premises.
2. Owner hereby agrees to deliver possession of Unit
2100 to Tenant on or before October 1, 1999 (the "Due
Date"), in the condition it is in on the date hereof,
subject only to normal wear and tear hereafter
occurring (but the foregoing shall not abrogate the
provisions of Article 44 of the Original Lease which
Owner hereby expressly acknowledges and agrees are
applicable to Unit 2100). If for any reason
whatsoever Owner fails to deliver possession of Unit
2100 to Tenant on the Due Date, Owner shall xxxxx two
(2) days of the rent that would otherwise first
become payable hereunder in respect of Unit 2100 for
each day that elapses after the Due Date and before
the Possession Date.
3. From and after the ninetieth (90th) day following the
Possession Date, through and including November 14,
2003, Tenant shall pay Owner $397,404.00 per year in
Fixed Annual Rent (inclusive of $33,117.00 in
electric charges) in respect of Unit 2100 in lieu of
all other amounts specified in the Lease or
otherwise, it being expressly acknowledged and agreed
that no amounts shall be due in respect of Unit 2100
for the period between the Possession Date and
November 15, 2003, pursuant to the First Amendment or
the other portions of the Lease. From November 15,
2003, through and including December 31, 2012, the
Fixed Annual Rent payable in respect of Unit 2100
shall equal 95% of the fair market rental value of
such space on November 15, 2003, determined pursuant
to Article 41 of the Original Lease as though Unit
2100 were vacant and unimproved and then being leased
for a term equal to the remainder of the Term, taking
into account: (i) the amounts payable in respect of
Unit 2100 pursuant to Articles 36 and 37 of the
Original Lease (as modified in the First
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Amendment); (ii) the "Base Tax Year" and "Base Year"
in the First Amendment, respectively specified; and
(iii) the agreement of Owner and Tenant, hereby
confirmed, that even though Tenant has exclusive use
of the Terrace, no rent shall be attributable
thereto. Owner and Tenant hereby agree to seek prior
to October 1, 2003 to determine the Fixed Annual Rent
applicable to the period after November 15, 2003, but
if Owner and Tenant are unable to reach agreement
with respect thereto, such Fixed Annual Rent shall be
determined by arbitration conducted pursuant to
Article 45 of the Original Lease. The cost of
electricity in respect of Unit 2100 shall not, after
November 14, 2003, be included in the Fixed Annual
Rent but rather shall be borne and determined in the
same manner as is applicable to the balance of the
Demised Premises.
4. During the period from the Possession Date, through
and including November 14, 2003, Article 37(A), (B),
(D), (F) and (G) of the Original Lease as set forth
therein shall be applicable to Unit 2100
(notwithstanding the modifications set forth in the
First Amendment), except that: (i) the words
"together with welfare, pension and FICA payments
imposed on such wage rate" shall be deemed deleted
from the 24th and 25th lines of Article 37(A); (ii)
the last sentence of Article 37(A) shall be deemed
deleted therefrom; (iii) the date "January 1, 1991"
and the years "1991" and "1992" appearing in Articles
37(D) and 37(E) shall be deemed changed to "January
1, 2000" and "2000" and "2001," respectively; (iv)
all references to the "Price Index" shall be deemed
deleted; and (v) the reference in Article 37(G) to
the expiration of the Term shall be deemed to be a
reference to November 14, 2003. Owner and Tenant
expressly agree that Article 37 of the Original Lease
(by reason of Xxxxxxxxx 0X of the First Amendment)
shall be entirely inapplicable after December 31,
1999, except as herein expressly specified in respect
of Unit 2100, and only with respect thereto during
the period from the Possession Date through and
including November 14, 2003.
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5. Article 36 of the Original Lease, as modified by
Paragraph 1(B) of the First Amendment, shall apply to
Unit 2100 during the period from the Possession Date,
through and including November 14, 2003, except that:
(i) the term "Base Taxes" shall mean the Taxes
payable during the 1999/2000 Tax Year; and (ii)
Tenant's Proportionate Tax Share" shall mean
.024262%. Owner and Tenant expressly agree that
Article 36 of the Original Lease, as modified herein
and in the First Amendment, shall apply only to Unit
2100 and only during the period from the Possession
Date, through and including November 14, 2003.
6. The 29th Floor of the Building (6,000 square feet)
shall be deemed to be Automatic Option Space rather
than Contingent Option Space, and Unit 2100 shall no
longer be deemed to be Contingent Option Space.
7. Owner and Tenant hereby represent and warrant to each
other that: (i) no broker has been involved in the
negotiation of this Amendment other than Colliers ABR
Inc. ("Colliers"), Newmark & Company Real Estate,
Inc. ("Newmark") and Xxxxxxx Realty Co., Inc.
("Xxxxxxx"); and (ii) Colliers and Xxxxxxx have
agreed not to seek a commission from Owner or Tenant
in connection with this Amendment. Tenant hereby
agrees to pay Newmark any commission to which it may
be entitled pursuant to a written agreement between
Tenant and Newmark. Owner and Tenant hereby each
indemnify the other from any breach by the indemnitor
of the aforesaid representations and warranties.
8. Except as set forth above, the Lease is in all other
respects hereby ratified and confirmed.
IN WITNESS WHEREOF, the parties hereto have executed this
Amendment as of the day and year first set forth above.
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OWNER:
LECHAR REALTY CORP.
BY: /s/ XXXX X. XXXXXXX
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XXXX X. XXXXXXX, PRESIDENT
TENANT:
LIZ CLAIBORNE, INC.
BY: /s/ XXXX XXXXXXX
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XXXX XXXXXXX
VICE PRESIDENT - PROFIT IMPROVEMENT
AND FACILITIES MANAGEMENT
CONSENTED TO BY:
GENERAL ELECTRIC CAPITAL CORPORATION,
INDIVIDUALLY AND AS AGENT
BY: /s/ XXXXXXX XXXXX
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AUTHORIZED REPRESENTATIVE
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