THIRD AMENDMENT TO LEASE
This Third Amendment to lease ("Third Amendment") made and entered into this 17
day of April 1996, by and between TAXTER PARK ASSOCIATES ("Landlord") and
CITYSCAPE CORPORATION ("Tenant") is attached to and made a part of that certain
lease agreement dated September 30, 1993 by and between Landlord and Tenant as
amended by that certain First Amendment to Lease dated April 19, 1994 and that
certain Second Amendment to Lease dated May 12, 1995 (as amended, the "Lease").
WITNESSETH:
WHEREAS, pursuant to the Lease, Landlord leases to Tenant certain office
space (the "Premises") containing 24,540 rentable square feet on the fourth
floor in the building ("Building") located at 565 Taxter Road, Elmsford,
Westchester County, New York;
WHEREAS, Tenant desires to lease an additional 5,380 rentable square feet
of office space comprising the remaining space on the fourth floor of the
Building and Landlord is willing to lease such additional space to Tenant;
WHEREAS, in connection with the foregoing, Landlord and Tenant mutually
desire to enter into this Third Amendment to further expand the Premises leased
to Tenant by Landlord and to appropriately increase the Annual Base Rent and
additional rent payable by Tenant to Landlord, upon all of the terms,
conditions, covenants, provisions and obligations set forth below;
NOW, THEREFORE, in consideration of the foregoing and the mutual covenants
and agreements contained herein, and for other good and valuable consideration,
the receipt and sufficiency of which is hereby acknowledged, Landlord and
Tenant, intending to be legally bound hereby, do hereby agree as follows:
1. RECITALS. The above recitals are true and correct and are made a part
hereof.
2. In connection with the foregoing, Landlord does hereby lease to Tenant
and Tenant does hereby lease from Landlord the remainder of the fourth floor of
the Building totaling 5,380 rentable square feet (the "Remaining Space").
3. Landlord shall make the Remaining Space available immediately for the
commencement of construction of any improvement work in such Remaining Space.
4. Tenant has provided Landlord with a complete set of working drawings
suitable for the filing for a permit to construct any improvement work in the
Remaining Space.
5. The Rent and other associated obligations of the Remaining Space shall
commence on the earlier to occur of (a) the date Tenant first occupies the
Remaining Space or (b) June 1, 1996, unless Tenant is delayed in occupying the
Remaining Space until after June 1, 1996 due to delays caused by Landlord's
contractor, in which case the commencement of the Rent and other associated
obligations shall be postponed one day for each day that Tenant is delayed in
occupying the Remaining Space after June 1, 1996 due to delays caused by
Landlord's contractor.
6. Tenant shall pay Annual Base Rent for the Remaining Space equal to
$20.00 per rentable square foot of the Remaining Space (as more fully provided
below) and Landlord's total obligation for all costs (i.e., architectural,
engineering and construction) related to the Additional Expansion Premises shall
not exceed Twenty and 00/100 Dollars ($20.00) per rentable square foot (the
"Remaining Space Allowance") (as more fully provided below).
7. [deleted]
8. Section 2.01 is hereby amended to provide that Annual Base Rent shall be
increased, in accordance with Paragraph 6 of this Third Amendment, as follows:
Commencing on the date that Tenant shall commence paying Annual Base Rent
for the Remaining Space in accordance with Paragraph 5 of this Third Amendment
and continuing through, August 31, 2000, Annual Base Rent shall be increased by
One Hundred Seven Thousand Six Hundred and 00/100 Dollars ($107,600.00) to Five
Hundred Forty Thousand Nine Hundred Sixty-Eight and 00/100 Dollars
($540,968.00), payable in equal monthly installments of Forty-Five Thousand
Eighty and 67/100 Dollars ($45,080.67).
9. The first sentence of the second paragraph of Section 2.02 (as
previously amended) is hereby amended by inserting the following immediately
before the period at the end of such sentence: "and as and when such number of
net rentable square feet leased by Tenant is increased again pursuant to the
Third Amendment to Lease".
10. The third sentence of the first paragraph of Section 6. 01 of the
Lease's hereby amended by inserting the following immediately before the words
"as payment of electricity," where they appear: "and as such Premises are
"increased again pursuant to the Third Amendment to Lease".
11. Pursuant to Paragraph 6 of this Third Amendment the total maximum
obligation for costs (i.e., architectural, engineering and construction) related
to this Third Amendment shall not exceed One Hundred Seven Thousand Six Hundred
and 00/100 Dollars ($107,600.00).
12. Upon the dates that Landlord makes available the Remaining Space, such
Remaining Space shall be added to and deemed to be a part of the Premises and
all references to the Premises shall be deemed to include the Remaining Space,
subject to all terms, conditions, covenants, provisions and obligations of the
Lease, as amended by this Third Amendment.
13. Tenant covenants, represents and warrants that Tenant has had no
dealings with any real estate broker or other agent in connection with the
negotiation and execution of this Third Amendment other than Abrams, Benisch,
Riker Inc. and that Tenant knows of no other person, entity or party who is or
might be entitled to any commission or fee with respect to the negotiation and
execution of this Third Amendment. Tenant agrees to indemnify and hold Landlord
harmless from and against any commission or fee claimed by any other person,
party or entity with respect to the negotiation or execution of this Third
Amendment if such claim(s) are based in whole or in part on dealings with Tenant
or its agents, contractors, representatives or employees. Tenant's indemnity
shall cover, also all expenses which Landlord incurs to defend against any such
claim, including all attorneys and other legal fees up to the maximum (if any)
permitted by law.
14. BINDING EFFECT. The amendments made to the Lease pursuant to this Third
Amendment shall be binding upon and shall inure to the benefit of Landlord and
Tenant and their respective successors and assigns
15. MUTUAL ACKNOWLEDGMENT OF NON EXISTENCE OF CLAIMS. Landlord and Tenant
hereby acknowledge and agree that as of the date of this Third Amendment there
were no known claims by either party against the other arising from or in
connection with their relationship as Landlord and Tenant pursuant to the terms
of the Lease. In furtherance thereof, Tenant hereby waives any and all claims
with respect to its supplemental air conditioning dry cooler located on the roof
of the building and to the heat pumps located in the Premises which are supplied
by such dry cooler.
16. The amendments made to the Lease pursuant to paragraphs 1 through 15
above shall constitute the only amendments to the effectuated and, except as
amended herein, all other provisions of the Lease are hereby ratified by both
parties shall remain in place as originally constituted and shall continue
unamended and in full force and effect. To the extent that there is any conflict
between the terms of this Third Amendment and the Lease, the terms of this Third
Amendment will prevail, govern and control.
IN WITNESS WHEREOF, Landlord and Tenant have duly entered into this Third
Amendment to Lease by their duly authorized officers under seal as of the day
and year first above written.
[signatures on next page]
LANDLORD:
TAXTER PARK ASSOCIATES
DEAN WITTER REALTY INCOME
PARTNERSHIP II, L.P., its
General Partner
DEAN WITTER REALTY INCOME
PROPERTIES II, INC., its
Managing General Partner
/s/ Davisson Hardman, Jr
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E. Davisson Hardman, Jr.
President
TAXTER PARK ASSOCIATES
DEAN WITTER REALTY INCOME
PARTNERSHIP III, L.P., its
General Partner
DEAN WITTER REALTY INCOME
PROPERTIES III, INC., its
Managing General Partner
/s/ Davisson Hardman, Jr
- -------------------------
E. Davisson Hardman. Jr.
President
TAXTER PARK ASSOCIATES
DEAN WITTER REALTY INCOME
PARTNERSHIP IV, L.P., its
General Partner
DEAN WITTER REALTY FOURTH INCOME
PROPERTIES, INC., its
Managing General Partner
/s/ Davisson Hardman, Jr
- -------------------------
E. Davisson Hardman, Jr.
President
TENANT:
CITYSCAPE CORP,
a New York corporation
/s/ Robert C. Patent
- -------------------------
Robert C. Patent
Executive Vice President