LEASE MODIFICATION AGREEMENT
LEASE MODIFICATION AGREEMENT made this ___ day of
December, 1995, between Xxxxxxx Properties Partners, as Agent, with
offices at 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, (hereinafter referred
to as "Landlord") and Video Broadcasting Corporation, a Delaware
corporation with offices at 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx,
(hereinafter referred to as "Tenant").
W I T N E S S E T H:
WHEREAS, by lease dated the 21st day of September,
1994 (the "Lease") Landlord leased to Tenant a portion of the tenant
occupancy area on the ninth (9th) floor, as shown on the plan annexed
to the Lease as Exhibit A (the "Demised Premises") in the building
known as 000 Xxxxx Xxxxxx in the Borough of Manhattan, City and State
of New York, for a term of ten (10) years; and
WHEREAS, the parties are presently negotiating the
terms of a new lease (or Lease Modification Agreement) for an
additional two thousand nine hundred eighty-five (2,985) square foot
portion of the ninth (9th) floor in the Building (the "New Ninth Floor
Lease"); and
WHEREAS, until the parties consummate the New Ninth
Floor Lease and occupy the additional premises on the ninth (9th)
floor (the "New Ninth Floor Premises"), Tenant desires to occupy
temporary premises on the eighteenth (18th) floor of the Building as
shown on the floor plan annexed hereto as Exhibit A and as indicated
by hatch marks (the "Temporary Premises"); and
WHEREAS, the Lease and this Lease Modification
Agreement are hereinafter referred to as the "Lease".
NOW, THEREFORE, the parties hereto for good and
valuable considerations, hereby agree to modify the Lease as follows:
1. Leased Premises.
The Granting Clause of the Lease is hereby
amended to provide that the Demised Premises hired by the Tenant under
the Lease are hereby enlarged effective December 10, 1995 to include
the Temporary Premises. The Demised Premises and the Temporary
Premises are hereinafter sometimes referred to as the "Demised
Premises".
2. Term.
The term of occupancy for the Temporary
Premises shall be on a month to month basis and may be terminated by
Landlord: (a) upon thirty (30) days' written notice to Tenant in the
event Tenant fails to execute the New Ninth Floor Lease within a
reasonable time period from the date hereof; (b) if Tenant is in
default under the term of the Lease; or (c) if Landlord leases the
Temporary Premises to a third party. The term of occupancy for the
Temporary Premises may be terminated by Tenant on thirty (30) days'
written notice to Landlord.
3. Annual Rent for the Temporary Premises.
In addition to the fixed rent payable by Tenant under the Granting
Clause of the Lease commencing December 1, 1995, Tenant shall pay to
Landlord during the term hereof the amount of Two Thousand Seven
Hundred Eighteen Dollars and 17/100 ($2,718.17) per month as fixed
rent for the Temporary Premises (including
Three Hundred Twenty-Six Dollars and 25/100 ($326.25) for the value of
electricity provided to the Temporary Premises). In the event Tenant
executes the New Ninth Floor Lease then the fixed rent for the
Temporary Premises paid by Tenant less the monthly charge for the
value of electricity ($326.25) from December 10, 1995 through March 8,
1996 shall be credited by Landlord against the payments due from
Tenant under the New Ninth Floor Lease.
4. "As Is" Condition.
Tenant shall occupy the Temporary Premises
in an "as is" condition. Tenant acknowledges that the Temporary
Premises are a part of larger premises on the eighteenth (18th) floor
and that Tenant shall limit its occupancy and use solely to the
Temporary Premises.
5. Failure to Vacate.
In the event that (i) Tenant fails to
execute the New Ninth Floor Lease and to occupy the New Ninth Floor
Premises for any reason whatsoever, (ii) Landlord notifies Tenant that
it has leased the Temporary Premises to a third party or (iii) Tenant
is in default under the Lease, Tenant shall immediately surrender and
vacate the Temporary Premises. The parties recognize and agree that
the damages to Landlord resulting from any failure by Tenant to timely
surrender and vacate possession of the Temporary Premises as provided
for in this Agreement will be extremely substantial, will exceed the
amount of monthly rent therefore payable under the Lease and will be
impossible of accurate measurement. Tenant therefore agrees that if
possession of the Temporary Premises is not surrendered to Landlord in
accordance with the terms of this Agreement that Tenant shall pay to
Landlord as
liquidated damages for each month and for each portion of any month
during which Tenant holds over in the Temporary Premises, a sum equal
to three times the rent which was payable per month under the Lease
for the Temporary Premises. Tenant agrees that it shall indemnify and
save Landlord harmless against any costs, including reasonable legal
fees, resulting from unreasonable delay by Tenant in surrendering the
Temporary Premises.
6. Miscellaneous.
The covenants, conditions, and agreements
contained in this Lease Modification shall bind and inure to the
benefit of Landlord and Tenant and their respective heirs,
distributees, executors, administrators, successors, and except as
otherwise provided in the Lease, their assigns.
It is expressly understood that in all
other respects, the terms and conditions of the Lease shall remain in
full force and effect.
IN WITNESS WHEREOF, the parties hereto have
respectfully signed and sealed this Lease Modification Agreement as of
the day and year first above written.
XXXXXXX PROPERTIES PARTNERS, as Agent
By: Signature
General Partner
VIDEO BROADCASTING CORPORATION
By:J. Xxxxxx XxXxxxxxx