SECOND AMENDMENT OF LEASE
Agreement, dated as of May 1, 1997, between 1290 PARTNERS L.P., a New York
limited partnership having an office in care of The Victor Capital Group, L.P.,
885 Third Avenue, New York, New York 10022-4802 ("Landlord") and THE EQUITABLE
LIFE ASSURANCE SOCIETY OF THE UNITED STATES, a New York corporation having an of
flee at 1290 Avenue of the Americas, New York, New York 10019 ("Tenant").
WITNESSETH:
WHEREAS, Landlord and Tenant are parties to a Lease, dated as of July 20,
1995 (the "Original Lease"), as amended by a First Amendment of Lease, dated as
of December 28, 1995 (collectively, the "Lease"), whereby Landlord is leasing to
Tenant and Tenant is hiring from Landlord certain space in the building located
at 1290 Avenue of the Americas, New York, New York (the "Building"); and
WHEREAS, Landlord and Tenant desire to further amend the Lease to provide
that Landlord lease to Tenant and Tenant hire from Landlord certain additional
space on the ninth floor of the Building, and for certain other matters as more
particularly set forth herein.
NOW, THEREFORE, Landlord and Tenant agree as follows:
1. Defined Terms. All capitalized terms used herein but not defined shall
have the meanings ascribed to them in the Lease
2. Lease of Additional Space. (a) Landlord hereby leases to Tenant and
Tenant hereby hires from Landlord, subject to the terms and conditions of this
Agreement, the following:
(i) the portion of the ninth floor of the Building, substantially as shown
hatched on the floor plan annexed hereto as Exhibit A (the "A-Space"); and
(ii) the portion of the ninth floor of the Building, substantially as shown
hatched on the floor plan annexed hereto as Exhibit B (the "B-Space"; the
A-Space and the B-Space are collectively called the "Additional Space").
(b) The term of the lease of the A-Space shall commence on the earlier of
(i) the date that Landlord's Initial Work (as defined in Section 5(a) below)
relating to the A-Space is Substantially Complete (as defined in Section 2(h)
below) and (ii) the date Tenant or anyone claiming under or through Tenant
occupies any portion of the A-Space for the performance of Initial Tenant World
(as defined in Section 5(a) below) (the earlier of the dates in clause (i) and
clause (ii) is called the "A-Space Commencement Date"). Landlord and Tenant
anticipate that the A-Space Commencement Date will occur on or about August 8,
1997. If the A-Space Commencement Date, determined under clause (i) above, would
be later than August 8, 1997. then Landlord shall give to Tenant not less than
10 days notice of the date on which Landlord anticipates in good faith that such
space will be delivered to Tenant with Landlord's Initial Work applicable
thereto Substantially Complete; provided, that if, after the giving of such
notice, Landlord believes that the actual delivery date will be later than the
date set forth in such notice, then Landlord shall keep Tenant advised of the
status of such delay and, if the actual delivery date shall be more than 2
Business Days later than the date set forth in such notice, Landlord shall give
to Tenant not less than 2 Business Days prior notice of the actual delivery
date. Landlord shall not be required to give to Tenant any notice hereunder if
(A) the A-Space Commencement Date, determined under clause (i) above, occurs on
or before August 8, 1997 or (B) the A-Space Commencement Date is determined
under clause (ii! above. If the A-Space Commencement Date fails to occur on or
before August 8, 1998 (as such date may be extended to the extent of any Tenant
Delay applicable to the A-Space; as so extended, the "A-Space Outside Date"),
then Tenant may give to Landlord not less than 30 days notice of Tenant's intent
to terminate the lease of the A-Space, which notice must be given by Tenant on
or before the earlier to occur of (x) the date that Landlord delivers the
A-Space to Tenant with Landlord's Initial Work applicable thereto Substantially
Complete and (y) the date that is 30 days after the A-Space Outside Date) (time
of the essence). If Tenant timely gives a termination notice pursuant to the
preceding sentence and Landlord fails, on or before the date set for the
termination of the A-Space in Tenant's notice. to deliver to Tenant the A-Space
with Landlord's Initial Work applicable thereto Substantially Complete, then (1)
the lease of the A-Space pursuant to this Agreement shall terminate on the date
provided therefor in Tenant's termination notice, (2) neither Tenant nor
Landlord shall have any further obligation or liability to the other with
respect to the A-Space (but such termination shall have no effect on the B-Space
or any other space then included or includable in the Premises) and (3) on the
date provided for the termination of the A-Space in Tenant's termination notice,
Tenant shall pay to Landlord, as Additional Charges hereunder, S199,589.33,
together with interest on such amount at the Prime Rate from the date Landlord
paid to Tenant the amount described in Section 3(b)(i) below to and including
the date of such payment by Tenant.
(c) The term of the lease of the B-Space shall commence on the earlier of
(i) the date that Landlord's Initial Work relating to the B-Space is
Substantially Complete and (ii) the date Tenant or anyone claiming under or
through Tenant occupies any portion of the B-Space for the performance of
Initial Tenant Work (the earlier of the dates in clause (i) and clause (ii) is
called the "B-Space Commencement Date"). Landlord and Tenant anticipate that the
B-Space Commencement Date will occur on or about January 8, 1998. If the B-Space
Commencement Date, determined under clause (i) above, would be later than
January 8, 1998, then Landlord shall give to Tenant not less than 10 days notice
of the date on which Landlord anticipates in good faith that the B-Space will be
delivered to Tenant with Landlord's Initial Work applicable thereto
Substantially Complete; provided, that if, after the giving of such notice,
Landlord believes that the actual delivery date will be later than the date set
forth in such notice, then Landlord shall keep Tenant advised of the status of
such delay and, if the actual delivery date shall be more than 2 Business Days
later than the date set forth in such notice, Landlord shall give to Tenant not
less than 2 Business Days prior notice of the actual delivery date. Landlord
shall not be required to give to Tenant any notice hereunder if (A) the B-Space
Commencement Date, determined under clause (i) above, occurs on or before
January 8, 1998 or (B) the B-Space Commencement Date is determined under clause
(ii) above. If the B-Space Commencement Date fails to occur on or before January
8, 1999 (as such date may be extended to the extent of any Tenant Delay
applicable to the B-Space; as so extended, the "B-Space Outside Date"), then
Tenant may give to Landlord not less than 30 days notice of Tenant's intent to
terminate the lease of the B-Space, which notice must be given by Tenant on or
before the earlier to occur of (x) the date that Landlord delivers the B-Space
to Tenant with Landlord's Initial Work applicable thereto Substantially Complete
and (y) the date that is 30 days after the B-Space Outside Date) (time of the
essence). If Tenant timely gives a termination notice pursuant to the preceding
sentence and Landlord fails, on or before the date set for the termination of
the B-Space in Tenant's notice, to deliver to Tenant the B-Space with Landlord's
Initial Work applicable thereto Substantially Complete, then (1) the lease of
the B-Space pursuant to this Agreement shall terminate on the date provided
therefor in Tenant's termination notice, (2) neither Tenant nor Landlord shall
have any further obligation or liability to the other with respect to the
B-Space (but such termination shall have no effect on the A-Space or any other
space then included or includable in the Premises) and (3) on the date provided
for the termination of the B-Space in Tenant's termination notice, Tenant shall
pay to Landlord, as Additional Charges hereunder, 5182,363.97, together with
interest on such amount at the Prime Rate from the date Landlord paid to Tenant
the amount described in Section 3(b)(i) below to and including the date of such
payment by Tenant.
(d) If, for any reason, including, without limitation, the failure of the
occupants of the Additional Space on the date of this Agreement timely to vacate
any portion of the Additional Space, Landlord shall be unable to deliver
possession of either the A-Space or the B-Space on any date specified in this
Agreement for such delivery, the validity of the Lease and this Agreement shall
not be impaired, nor shall the Term with respect to any portion of the
Additional Space be extended, by reason thereof, and (except to the extent set
forth in Section 5(Y) below) Landlord shall have no liability to Tenant
therefor. Tenant's sole remedy for such failure shall be the termination rights
provided for in Sections 2(b) and 2(c) above. This Section 9(d) shall be an
express provision to the contrary for purposes of Section 023-a of the New York
Real Property Law and any other law of like import now or hereafter in effect.
(e) Tenant and Landlord shall, upon the occurrence thereof: execute, and
deliver instruments in form reasonably satisfactory to Tenant and Landlord
confirming the A-Space Commencement Date and the B-Space Commencement Date, as
applicable: provided, that the failure by any party to execute and deliver any
such instrument shall not affect the occurrence of the A-Space Commencement Date
or the B-Space Commencement Date, as applicable, in accordance with the terms of
this Agreement.
(f) The Additional Space shall be conclusively deemed to contain the
following rentable square feet:
A-Space: 27,090
B-Space: 24,752
(g) Effective as of (i) the A-Space Commencement Date with respect to the
A-Space and (ii) the B-Space Commencement Date with respect to the B-Space, all
references in the Lease to the "Premises" shall (except to the extent other
terms are provided in this Agreement with respect to such portion of the
Additional Space), be deemed to refer collectively to the Premises demised
pursuant to the Lease, the A-Space (as of the A-Space Commencement Date) and the
B-Space (as of the B-Space Commencement Date), and all references in the Lease
to the "Office Space" shall (except to the extent other terms are provided in
this Agreement with respect to such portion of the Additional Space), be deemed
to refer collectively to the Office Space demised pursuant to the Lease, the
A-Space (as of the A-Space Commencement Date) and the B-Space (as of the B-Space
Commencement Date).
(h) Landlord's Initial Work with respect to any space shall be deemed to be
Substantially Complete on the date upon which such Landlord's Initial Work has
been completed, other than (i) minor details or adjustments, but only if such
details or adjustments shall not interfere in any material respect with Tenant's
ability to (A) prepare any portion of such space for Tenant's initial occupancy
thereof, or (B) thereafter use and occupy the same for the ordinary conduct of
Tenant's intended use of such space (as such intended use is shown on, or
reasonably inferable from, Tenant's then current plans and specifications with
respect to Tenant's initial Alterations therein); provided, that such intended
use is permitted pursuant to Section 1.05 of the Original Lease and (ii) any
part of Landlord's Initial Work if and to the extent the same is not completed
due to Tenant Delay.
3. Terms Applicable to the A-Space. The lease of the A-Space by Tenant
shall he on all of the terms and conditions of the Lease, except that:
(a) the term of the lease of the A-Space shall commence as set forth in
Section 2(b) above;
(b) Landlord shall not be required to perform any work to pay any amount,
to install any fixtures or equipment or to render any services to prepare the
Building or the A-Space for Tenant's use or occupancy, and Tenant shall accept
the A-Space in its "as is" condition on the A-Space Commencement Date; provided,
that (i) within 15 days after the execution and delivery of this Agreement by
Landlord and Tenant, Landlord shall pay to Tenant $381,953.50 which may be used
by Tenant for the payment of brokerage commissions, for the cost of Tenant's
Initial Work in the Additional Space or otherwise, (ii) prior to the A-Space
Commencement Date, Landlord shall Substantially Complete Landlord's Initial Work
with respect to the A-Space, (iii) within a reasonable period after the A-Space
Commencement Date Landlord shall perform Landlord's Additional Work (as defined
in Section 5(a) below) with respect to the A-Space (it being agreed that
Landlord shall use reasonable efforts to complete such Landlord's Additional
Work within a time frame that will not delay Tenant's performance of Tenant's
Initial Work in the A-Space), (iv) within 30 days after the A-Space Commencement
Date, Landlord shall pay to Tenant $1,0,78,314.00 in respect of Tenant's Initial
Work in the A-Space and (v) within 30 days after Tenant first occupies the
A-Space for the ordinary conduct of Tenant's business, Landlord shall pay to
Tenant S199,589.53 which may be used by Tenant for the payment of brokerage
commissions, for the cost of Tenant's Initial Work in the Additional Space or
otherwise;
(c) Fixed Rent with respect to the A-Space shall be payable from and after
the A-Space Commencement Date to and including the Expiration Date at the annual
rate of 51.049,737.50, payable in equal monthly installments of $87,478.13
(appropriately prorated in the case of the first monthly installment if the
A-Space Commencement Date is not the first day of a month) and otherwise at the
times and in the manner set forth in the Lease; provided, that so long as no
default under the Lease beyond applicable notice and grace periods shall exist
at the time such Fixed Rent would otherwise become due and payable. Tenant shall
be entitled to an abatement of the Fixed Rent payable with respect to the
A-Space in respect of the period commencing on the A-Space Commencement Date and
ending on the 300th day after the A-Space Commencement Date (which 300 day
period may be extended in accordance with Section 5(g) below);
(d) from and after the A-Space Commencement Date, Tenant shall pay to
Landlord Tax Payments and Operating Payments with respect to the A-Space at the
times and in the manner set forth in the Lease;
(e) Landlord shall make available to the A-Space electric energy in an
amount not less 8 watts demand load per rentable square foot of the A-Space;
Tenant shall separately pay for electric energy supplied to the A-Space from and
after the A-Space Commencement Date in the manner and at the times set forth in
Article 2 of the Original Lease, and Landlord, at Tenant's expense, shall
install promptly after the A-Space Commencement Date a submeter to measure the
demand for, and consumption of, electricity in the A-Space; provided, that if,
on the A-Space Commencement Date, such submeter has not yet been installed, then
from and after the A-Space Commencement Date, through and including the date
that Landlord installs such submeter. Tenant shall pay for electric energy
supplied to the A-Space at the rate of $2.00 per annum per rentable square foot
of the A-Space (which amount shall be reduced to $.75 per annum per rentable
square foot during the period of construction of Tenant's initial Alterations to
such space); and
(f) in addition to the condenser water made available to Tenant under
Section 3.01(a) of the Original Lease, Landlord shall provide to Tenant up to
another 10 tons of condenser water, on the terms and conditions set forth in
said Section 3.01(a); provided, that Landlord shall not be required to provide
such additional 10 tons unless Tenant shall utilize same within one year after
the A-Space Commencement Date.
4. Terms Applicable to the B-Space. The lease of the B-Space by Tenant
shall be on all of the terms and conditions of the Lease, except that:
(a) the term of the lease of the B-Space shall commence as set forth in
Section 2(c) above;
(b) Landlord shall not be required to perform any work, to pay any amount,
to install any fixtures or equipment or to render any services to prepare the
Building or the B-Space for Tenant's use or occupancy, and Tenant shall accept
the B-Space in its "as is" condition on the B-Space Commencement Date; provided,
that (i) prior to the B-Space Commencement Date, Landlord shall Substantially
Complete Landlord's Initial Work with respect to the B-Space (ii) within a
reasonable period after the B-Space Commencement Date Landlord shall perform
Landlord's Additional Work with respect to the B-Space; (it being agreed that
Landlord shall use reasonable efforts to complete such Landlord's Additional
Work within a time frame that will not delay Tenant's performance of Tenant's
Initial Work in the B-Space), (iii) within 30 days after the B-Space
Commencement Date, Landlord shall pay to Tenant S995.366.00 in respect of
Tenant's Initial Work in the B-Space and (iv) within 30 days after Tenant first
occupies the B-Space for the ordinary conduct of Tenant's business. Landlord
shall pay to Tenant $182,363.97 which may be used by Tenant for the payment of
brokerage commissions. for the cost of Tenant's Initial Work in the Additional
Space or otherwise;
(c) Fixed Rent with respect to the B-Space shall be payable from and after
the B-Space Commencement Date to and including the Expiration Date at the annual
rate of $959,140.00, payable in equal monthly installments of $79,928.33
(appropriately prorated in the case of the first monthly installment if the
B-Space Commencement Date is not the first day of a month) and otherwise at the
times and in the manner set forth in the Lease; provided. that so long as no
default under the Lease beyond applicable notice and grace periods shall exist
at the time such Fixed Rent would otherwise become due and payable, Tenant shall
be entitled to an abatement of the Fixed Rent payable with respect to the
B-Space in respect of the period commencing on the B-Space Commencement Date and
ending on the 300th day after the B-Space Commencement Date (which 300 day
period may be extended in accordance with Section 5(g) below);
(d) from and after the B-Space Commencement Date, Tenant shall pay to
Landlord Tax Payments and Operating Payments with respect to the B-Space at the
times and in the manner set forth in the Lease;
(e) Landlord shall make available to the B-Space electric energy in an
amount not less than 8 watts demand load per rentable square foot of the
B-Space; Tenant shall separately pay for electric energy supplied to the B-Space
from and after the B-Space Commencement Date in the manner and at the times set
forth in Article 2 of the Original Lease, and Landlord, at Tenant's expense,
shall install, promptly after the B-Space Commencement Date, a submeter to
measure the demand for, and consumption of, electricity in the B-Space;
provided, that if, on the B-Space Commencement Date, such submeter has not yet
been installed, then from and after the B-Space Commencement Date, through and
including the date that Landlord installs such submeter, Tenant shall pay for
electric energy supplied to the B-Space at the rate of $2.00 per annum per
rentable square foot of the B-Space (which amount shall be reduced to S.75 per
annum per rentable square foot during the period of construction of Tenant's
initial Alterations to such space); and
(f) in addition to the condenser water made available to Tenant under
Section 3.01(a) of the Original Lease, Landlord shall provide to Tenant up to
another l0 tons of condenser water, on the terms and conditions set forth in
said Section 3.01(a); provided, that Landlord shall not be required to provide
such additional 10 tons unless Tenant shall utilize same within one year after
the B-Space Commencement Date.
5. Landlord's Work; Work Allowance. (a) As used in this Agreement:
(i) "Landlord's Initial Work" means, with respect to any space (A) the
demolition of all tenant improvements in such space, including all partitions,
doors, flooring, ceilings, supplemental air conditioning units (leaving in place
all existing overhead air conditioning ductwork), lighting and electrical feeds
and (B) the delivery to Tenant of a Form ACP-5 with respect to such space.
(ii) "Landlord's Additional Work" means, with respect to any space (A) if
and to the extent required in such space, the fireproofing of all structural
members in such space and firestopping treatment at all slab penetrations and
(B) the provision of connection points at all fire alarm floor panels in such
space to the Building's Class E System (collectively, "Landlord's Additional
Work").
(iii) "Initial Tenant Work" means the installation in the Additional Space
of fixtures, improvements and appurtenances attached to or built into the
Additional Space, engineering costs, space planning costs and permit fees, and
shall not include movable partitions, business and trade fixtures, machinery,
equipment, furniture, furnishings and other articles of personal property.
(b) Within a reasonable period of time after the A-Space Commencement Date,
Landlord, at Tenant's expense, shall reprogram the four elevators which! as of
the date of this Agreement, serve exclusively the twelfth through the fifteenth
floors of the Building (the "Dedicated Elevators") to open and close on the
ninth floor of the Building. Tenant acknowledges that Landlord cannot protect
against any other tenant on the ninth floor or any visitors of such tenant
accessing the Dedicated Elevators. Tenant shall reimburse Landlord for the cost
of such reprogramming within 30 days after Landlord gives to Tenant an invoice
therefor, together with reasonable back-up documentation. Landlord shall use
reasonable efforts to complete such reprogramming prior to Tenant's occupancy of
the A-Space for the ordinary conduct of Tenant's business.
(c) Within a reasonable period of time after the A-Space Commencement Date,
Landlord, at Tenant's expense, shall, provided the same is then permissible in
accordance with Laws, partition the elevator lobby serving the ninth floor of
the Building so as to provide Tenant on the ninth floor of the Building
exclusive use of the Dedicated Elevators. Tenant shall reimburse Landlord for
the cost of such partitioning within 30 days after Landlord gives to Tenant an
invoice therefor, together with reasonable back-up documentation. Landlord shall
use reasonable efforts to complete such partitioning prior to Tenant's occupancy
of the B-Space for the ordinary conduct of Tenant's business. Tenant
acknowledges that, upon the partitioning of the elevator lobby on the ninth
floor of the Building, Tenant shall not have the use of any of the passenger
elevators serving such ninth floor other than the Dedicated Elevators.
(d) In performing Landlord's Additional Work and the work described in
Section 5(b) above Landlord shall coordinate the scheduling of such work with
Tenant so as to minimize any interference with Tenant's performance of Initial
Tenant Work; provided, that Landlord shall not be required to use overtime labor
in performing the same.
(e) Tenant shall pay to Landlord a supervision fee in connection with the
performance by Tenant of Initial Tenant Work equal to 6% of the cost of all
Initial Tenant Work. Tenant shall pay to Landlord such supervision fee (which
may be by credit against the Work Allowance) within 30 days after Landlord gives
to Tenant an invoice therefor. Tenant shall provide to Landlord such
documentation as Landlord may reasonably require in order to establish the cost
of Initial Tenant Work.
(f) Tenant shall comply in all respects with Article 4 of the Original
Lease in performing Initial Tenant Work. Without limiting the generality of the
foregoing, Tenant shall, prior to commencing Initial Tenant Work, submit to
Landlord for Landlord's approval in accordance with said Article 4, plans and
specifications in respect of Initial Tenant Work.
(g) If (i) Landlord shall fail to Substantially Complete Landlord's Initial
Work with respect to the A-Space on or before the date that is 20 days after the
day on which Landlord first obtains vacant possession of the A-Space from the
tenant that occupies the A-Space on the date of this Agreement, (ii) Landlord
shall fail to Substantially Complete Landlord's Initial Work with respect to the
B-Space on or before the date that is 20 days after the day on which Landlord
first obtains vacant possession of the B-Space from the tenant that occupies the
B-Space on the date of this Agreement, (iii) Landlord shall fail to reprogram
the Dedicated Elevators to open and close on the ninth floor of the Building on
or before the date that is 7 days after the day on which Landlord first obtains
vacant possession of the A-Space from the tenant that occupies the A-Space on
the date of this Agreement anchor (iv) Landlord shall fail to partition the
elevator bank on the ninth floor of the Building (if required in accordance with
Section 5.01(c) above) on or before the date that is 42 days after the day on
which Landlord first obtains vacant possession of the A-Space from the tenant
that occupies the A-Space on the date of this Agreement, and if any of the
events described in clauses (i! through (iv) above shall result in any Landlord
Delay with respect to the A-Space or the B-Space (provided, that for purposes of
this Section 5(g). only the circumstances described in clause (i) of the
definition of "Landlord Delay" shall be deemed to give rise to a Landlord Delay,
and no Landlord Delay shall be deemed to result from any circumstance described
in clause (ii) of the definition of "Landlord Delay"), then (A) the 300 day
abatement of Fixed Rent with respect to the A-Space set forth in Section 3(c)
above shall be extended by I day (notwithstanding that more than one of the
events described in clauses (i) through (iv) above may have resulted in such
Landlord Delay) for each day of such Landlord Delay applicable to the A-Space
and (B) the 300 day abatement of Fixed Rent with respect to the B-Space set
forth in Section 4(c) above shall be extended by 1 day (notwithstanding that
more than one of the events described in clauses (i) through (iv) above may have
resulted in such Landlord Delay) for each day of such Landlord Delay applicable
to the B-Space.
6. Further Amendments to Lease. Effective as of the date hereof the Lease
is hereby further amended as follows:
(a) The definition of "Antenna" in Section 11.01 of the Original Lease is
hereby amended to include 3 additional antennas which may be installed,
maintained and operated by Tenant on the roof of the Building in the locations
designated on Exhibit T to the Original Lease and otherwise in compliance with
the terms and conditions of the Original Lease, including, without limitation,
Section 4.03(d) and Article 11 of the Original Lease;
(b) The reference in Section 11.01 of the Original Lease to "Exhibit T1" is
amended to refer to "Exhibit T"; and
(c) Exhibit T to the Original Lease is deleted and there shall be inserted
in lieu thereof a new Exhibit T consisting of the plan of Edwards & Zuck
Communications, Inc., last revised 9/10/96, a copy of which is attached to and
made a part of this Agreement as Exhibit C.
7. Broker. (a) Each party represents to the other that such party has dealt
with no broker other than EREIM (representing Tenant) and Tishman Speyer
Properties, L.P. (representing Landlord) (collectively, the "Brokers") in
connection with the leasing of the Additional Space, and each party shall
indemnify and hold the other harmless from and against all loss, cost, liability
and expense (including, without limitation, reasonable attorneys' fees and
disbursements) arising out of any claim for a commission or other compensation
by any broker other than the Brokers who alleges that it has dealt with the
indemnifying party in connection with the leasing of the Additional Space.
(b) Tenant shall be responsible for any commission or other compensation
due to EREIM in connection with the leasing of the Additional Space, and Tenant
shall indemnify and hold Landlord harmless from and against all loss, cost,
liability and expense (including, without limitation, reasonable attorneys' fees
and disbursements) arising out of any claim for a commission or other
compensation by EREIM in connection with the leasing of the Additional Space.
(c) Landlord shall be responsible for any commission or other compensation
due to Tishman Speyer Properties, Inc. in connection with the leasing of the
Additional Space, and Landlord shall indemnify and hold Tenant harmless from and
against all loss, cost, liability and expense (including, without limitation,
reasonable attorneys' fees and disbursements) arising out of any claim for a
commission or other compensation by Tishman Speyer Properties, Inc. in
connection with the leasing of the Additional Space.
8. No Other Changes. Except as expressly set forth in this Agreement, the
Lease shall remain unmodified and in full force and effect, and the Lease as
modified herein is ratified and confirmed. All references in the Lease to "this
Lease" shall hereafter be deemed to refer to the Lease as amended by this
Agreement.
9. Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall constitute an original and all of which taken
together shall constitute one agreement.
IN WITNESS WHEREOF, Landlord and Tenant have duly executed this Agreement
as of the day and year first above written.
Landlord: 1290 PARTNERS, L.P.,
By: 1290 GP Corp., general partner
By: /s/Andrew Cohen
-------------------------------
Name: Andrew Cohen
Title: Vice President
Tenant: THE EQUITABLE LIFE ASSURANCE SOCIETY
OF THE UNITED STATES.
By: /s/Leon Billis
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Name: Leon Billis
Title: Senior Vice President