NINTH AMENDMENT TO LEASE
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NINTH AMENDMENT TO LEASE, made this 13th day of May 1997, by and
between PACIFIC METROPOLITAN CORPORATION, a Delaware Corporation
(successor-in-interest to Carven Associates) having an office at
3000 Executive Parkway, Suite 236, San Ramon, California 94583
("Landlord") and ANNTAYLOR, INC. a Delaware Corporation having an
office at 142 West 57th Street, New York, New York 10019 ("Tenant").
WITNESSETH
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WHEREAS, under date of March 17, 1989, Landlord and Tenant entered into a
lease as amended pursuant to agreements dated November 14, 1990 (First
Amendment), October 1, 1993 (Extension and Amendment), April 14, 1994
(Modification of Amendment and Extension to Lease), March 14, 1995
(Fifth Amendment), January 5, 1996 (Sixth Amendment), June 5, 1996
(Seventh Amendment), and the undated (Eight Amendment), together,
collectively referred to as the "Lease" affecting the entire second (2nd),
third (3rd), fourth (4th), fifth (5th), sixth (6th), fourteenth (14th)
floor and a portion of the seventeenth (17th) floor (the "Existing
Premises"), deemed to comprise 93,275 rentable square feet, in the
commercial condominium unit (the "Building") of which the Premises form
a part known by the street address of 142 West 57th Street, New York,
New York;
WHEREAS, Tenant desires that the entire seventh (7th) and eighth (8th)
floors, deemed to comprise 28,500 rentable square feet, be added to
the space demised under the Lease, which Premises shall be deemed to
comprise a total of 121,775 rentable square feet;
NOW THEREFORE, in consideration of the mutual covenants and agreements
herein contained, the parties agree as follows:
1. Landlord hereby leases to Tenant, and Tenant hereby hires from
Landlord, the entire seventh (7th) and eighth (8th) floors of the Building,
substantially as shown in Exhibit A, Pages 1 and 2 annexed hereto and made
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a part hereof (the "Additional Space"), upon and subject to all of the
executory terms, covenants, conditions and limitations contained in the
Lease, except as otherwise provided for herein, for a term to commence
on August 1, 1997 (the "Effective Date") and to end on the September 30,
2006 unless sooner terminated pursuant to any of the terms, covenants or
conditions of the Lease or pursuant to law.
2. As of the Effective Date, the Lease shall be deemed amended as
follows:
a. The Premises shall include the Additional Space as shown
on Exhibit A, Pages 1 and 2 for all purposes of the Lease;
b. The Fixed Rent as defined in Schedule A of the Lease and as
increased pursuant to the Amendments listed above shall be increased (i) by
Nine Hundred and Twelve Thousand ($912,000) Dollars per annum for the period
from October 1, 1997 to and including July 31, 2000 (ii) and by Nine Hundred
Ninety Seven Thousand Five Hundred ($997,500) Dollars per annum for the
period from August 1, 2000 to and including the Expiration Date inclusive,
which amounts shall be payable in equal monthly installments in advance on
the first day of each and every calendar month during the term of this Lease.
c. Tenant's Percentage (as defined in Section 39A (vi) of the
Lease) shall be increased by 13.39%.
d. Tenant's Tax Base Year (for the purposes of the space added by
this Amendment) shall be the calendar year 1997.
e. Tenant's Operating Expense Percentage (as defined in Section
40A(iii) of the Lease) shall be increased by 13.39%.
f. Tenant's Operating Expense Base Year (for the purposes of the
space added by this Amendment) shall be 1997.
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Page 2
g. Landlord shall not be obligated to perform any work or
construction in the Space in order to make it ready for Tenant's occupancy.
Tenant represents that it has inspected the Space and agrees to accept same
absolutely "as is".
h. Tenant shall obtain electric from the seventh (7th) and
eight (8th) floors in accordance with Paragraph 46B of the Lease, for which
Landlord has or will supply meter pans for separate meters for the floor.
3. Landlord and Tenant covenant, warrant and represent to each
other that no broker was instrumental in bringing about or consummating
this Agreement and that neither party had any conversations or negotiations
with any broker concerning the leasing of the Premises.
Landlord and Tenant each agree to indemnify, defend and hold the
other harmless from any and all claims for any brokerage commissions and
all costs, expenses and liabilities in connection therewith, including,
without limitation, attorney's fees and expenses arising out of any breach
of the covenants, warranties and representations contained in this
Paragraph 3 made by Landlord or Tenant, as the case may.
4. In the event other space becomes available for lease in the
Building, Landlord shall notify Tenant of its availability. Tenant shall
respond to Landlord's notification as soon as reasonably possible with
reference to Tenant's desire to have such additional space. Landlord's
obligation under this clause shall be of notification only. Landlord shall
not be obligated to lease the space to AnnTaylor, Inc.
5. Landlord shall grant to Tenant the use of four (4) window boxes
in the lobby of the building. Contents of window boxes must be approved by
Landlord. Should Landlord need the window box(es) for other purposes,
Landlord, without penalty, may reclaim any or all of the window boxes at
any time.
6. The terms of this agreement cannot be changed orally, but only
by an instrument in writing executed by both parties.
7. Except as herein expressly modified, the Lease is unmodified and
is ratified and confirmed in all respects.
8. The terms, covenants and provisions contained in this Agreement
are binding on and shall inure to the benefit of the parties hereto and their
respective heirs, successors and assigns.
IN WITNESS WHEREOF, Landlord and Tenant have respectively executed
this Agreement as of the day and year first above written.
LANDLORD:
PACIFIC METROPOLITAN CORPORATION
BY: /s/ David A. Hennefer
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David A. Hennefer
Assistant Secretary
TENANT:
ANNTAYLOR, INC.
BY: /s/Valerie Richardson
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Valerie Richardson
Senior Vice President
Real Estate and Development
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EXHIBIT A
PAGE 1
DIAGRAM OF 7TH FLOOR AND NOTATION OF
SQUARE FOOTAGE OF 14,250 R.S.F.
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EXHIBIT A
PAGE 2
DIAGRAM OF 8TH FLOOR OF 142 WEST
57TH STREET.