EXHIBIT 10
AMENDMENT OF SUB-SUBLEASE
Amendment of Sub-Sublease ("Amendment") dated as of the 1st day of
April, 2000, by and between RISK CAPITAL REINSURANCE COMPANY ("Sub-Sublandlord")
having an office at 20 Horseneck Lane, Greenwich, Connecticut 06830 and MARSH &
McLENNAN CAPITAL INC. (formerly known as Marsh & McClennan Risk Capital Corp.)
("Sub-Subtenant") having an office at 20 Horseneck Lane, Greenwich, Connecticut
06830.
W I T N E S S E T H :
WHEREAS, by Sub-Sublease Agreement dated as of March 18, 1996 entered
into between Sub-Sublandlord and Sub-Subtenant (the "Sub-Sublease"),
Sub-Sublandlord sub-subleased to Sub-Subtenant approximately 11,514 square feet
of rentable area on the first floor of the building (the "Building") located at
and known as 20 Horseneck Lane, Greenwich, Connecticut. (The portion of the
Building so sub-subleased to Sub-Subtenant is herein referred to as the "M&M
Space").
WHEREAS, Sub-Sublandlord and Sub-Subtenant agree that approximately
6,431 rentable square feet on the first floor of the Building (the "BOI Space"),
occupied by Bank of Ireland Asset Management (US) Limited ("BOI") pursuant to a
Sub-Sublease Agreement dated as of April 30, 1997 by and between Sub-Sublandlord
and BOI ('the "BOI Sublease") will be vacated by BOI on or prior to March 31,
2000 pursuant to the Sub-Sublandlord Termination Agreement by and between BOI
and Sub-Sublandlord dated as of November 8, 1999.
WHEREAS, Section 14 of the Sub-Sublease provides that upon the
termination of the BOI Sublease, the Sub-Subtenant's Pro Rata Share of BOI Space
would be added to the M&M Space and the Sub-Sublandlord Expansion Space would be
retained by the Sub-Sublandlord, unless Sublandlord elected not to retain the
Sub-Sublandlord Expansion Space and make it available to Sub-Subtenant.
WHEREAS, Sub-Sublandlord does not desire to retain the Sub-Sublandlord
Expansion Space and the Sub-Subtenant desires to (a) add the M&M Expansion Space
and the Sub-Sublandlord Expansion Space to the M&M Space; and (b) to amend the
Sub-Sublease in the manner hereinafter set forth.
NOW THEREFORE, in consideration of the mutual covenants herein
contained and other good and valuable consideration the receipt and sufficiency
of which are hereby acknowledged, the parties hereto agrees as follows:
1. All capitalized terms used herein, and not otherwise defined
herein, shall have the meanings ascribed to them in the Sub-Sublease.
2. A. The entire BOI Space, marked as the "Additional Space" on
EXHIBIT A annexed hereto and made a part hereof (the "Additional Space") is,
from and after the Additional Space Commencement Date (as hereinafter defined)
added to and shall form a part of the M&M Space with the same force and effect
as if originally demised under the Sub-Sublease and, from and after the
Additional Space Commencement Date, the term "M&M Space", as used in the Sub-
Sublease, shall include the Additional Space. Notwithstanding any contrary or
inconsistent provision contained herein or in the Sub-Sublease, Sub-Sublandlord,
at all times during the term of the Sub-Sublease shall have unrestricted access
to those areas of the Additional Space utilized for the common services and
facilities of the Building, such as mechanical rooms and stairways.
B. Sub-Subtenant accepts the Additional Space in its "as is"
condition.
C. Sub-Subtenant, at Sub-Subtenant's sole cost and expense,
shall take all actions required to design and construct all improvements
necessary or desirable to permit Sub-Subtenant's use and occupancy of the
Additional Space (the "Additional Space Fit-Up") in accordance with all Plans
(the "Plans") to be approved by the parties hereto. Sub-Subtenant shall be
responsible for the costs of all design services of such architects and
engineers who have prepared the Plans. All additional property assessments and
real estate taxes incurred by Sub-Sublandlord as a result of the Additional
Space Fit-Up shall be billed to, and paid by, Sub-Subtenant as additional rent.
D. The "Additional Space Commencement Date" shall be
April 1, 2000.
E. This Amendment shall not be effective until such time as a
counterpart or reproduced copy of this Amendment shall have first been delivered
to the Coca-Cola Bottling Company of New York, Inc. ("Coke") in accordance with
the Sublease Agreement by and between Sub-Sublandlord and Coke dated as of March
18, 1996.
3. Effective upon the Additional Space Commencement Date, provided
the condition set forth in Paragraph 3E has been satisfied, the Sub-Sublease is
hereby amended in the following respects:
A. Section 3 of the Sub-Sublease is amended to provide that
Sub-Subtenant's Pro-Rata Share shall be 47.3%.
B. Section 4 of the Sub-Sublease is modified and amended to
provide that Sub-Subtenant's Security Deposit shall be increased from $37,082.51
to $46,733.412 and such amount shall for all purposes under the Sub-Sublease be
"Sub-Subtenant's Security Deposit".
C. Sub-Sublandlord and Sub-Subtenant agree that, for purposes
of Section 13 of the Sub-Sublease, Sub-Subtenant's Pro-Rata Share of the
indoor parking spaces shall be twenty-seven (27) spaces.
D. Sub-Sublandlord waives and releases its right to retain the
Sub-Sublandlord Expansion Space as set forth in Section 14 of the Sub-Sublease.
4. Sub-Sublandlord and Sub-Subtenant each represent to the other
that they have dealt with no broker or brokers in connection with this
Amendment. Sub-Sublandlord and Sub-Subtenant each hereby agree to indemnify and
hold the other harmless from any and all loss, cost, claim, damage or expense
(including, without limitation, reasonable attorneys' fees and
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disbursements) incurred by the other and arising out of any inaccuracy or
alleged inaccuracy of the above representation made by the indemnifying party.
5. Except as expressly amended herein, the Sub-Sublease is in all
respects, confirmed, ratified and approved and is on the date of this Amendment,
subject to the terms thereof, in full force and effect and, to the best
knowledge of each of Sub-Sublandlord and Sub-Subtenant on the date hereof, there
are defaults by either party under the Sub-Sublease.
IN WITNESS WHEREOF, Sub-Sublandlord and Sub-Subtenant have duly
executed this Amendment of Sub-Sublease as of the day and year first above
written.
RISK CAPITAL REINSURANCE COMPANY
By: /s/ LOUIS T. PETRILLO
--------------------------------
Vice President
MARSH & McLENNAN CAPITAL, INC.
By: /s/ RICHARD GOLDMAN
--------------------------------
Principle and Financial Director
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STATE OF CONNECTICUT )
) ss. GREENWICH
COUNTY OF FAIRFIELD )
On this 7th day of March, 2000, personally appeared, RISK CAPITAL
REINSURANCE COMPANY, by Louis T. Petrillo, its Vice President hereunto duly
authorized, who acknowledged that he/she signed, sealed and delivered the above
and foregoing instrument as his/her free act and deed, and the free act and deed
of said corporation, for the purposes therein stated, before me.
/s/ LISA M. MORRISSEY
-----------------------------------
Notary Public
Commissioner of the Superior Court
My Commission Expires: May 31, 2003
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STATE OF CONNECTICUT )
) ss. GREENWICH
COUNTY OF FAIRFIELD )
On this 13th day of April, 2000, personally appeared, MARSH & McLENNAN
CAPITAL INC., by Richard A. Goldman, its Principle and Financial Director
hereunto duly authorized, who acknowledged that he/she signed, sealed and
delivered the above and foregoing instrument as his/her free act and deed, and
the free act and deed of said corporation, for the purposes therein stated,
before me.
/s/ SANDRA A. SANDLOCK
----------------------------------------
Notary Public
Commissioner of the Superior Court
My Commission Expires: February 28, 2004
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