ex10_05.htm


    
      

    

    Exhibit 10.05

     

    SUMMARY OF ALLIANCEBERNSTEIN
L.P.’S LEASE AT

     

    1345 AVENUE OF THE AMERICAS,
NEW YORK, NEW YORK

     

     

    TABLE OF
CONTENTS

    


    
      	
              Parties
      and Documents

            	
              1

            
	
              Demised
      Premises

            	
              4

            
	
              Monthly
      Fixed Rent

            	
              7

            
	
              Electricity

            	
              12

            
	
              Tax
      Escalation

            	
              15

            
	
              Expense
      Escalation

            	
              17

            
	
              Cleaning

            	
              19

            
	
              Maintenance
      and Repairs

            	
              22

            
	
              Alterations

            	
              23

            
	
              Miscellaneous
      Matters Relating to Improvements

            	
              24

            
	
              SNDA
      & Estoppel

            	
              25

            
	
              Insurance
      and Liability

            	
              26

            
	
              Use

            	
              27

            
	
              Term

            	
              28

            
	
              Services

            	
              29

            
	
              Casualty/Condemnation

            	
              33

            
	
              Assignment/Subletting

            	
              34

            
	
              Rights
      to Additional Space

            	
              35

            
	
              Default
      and Landlord Remedies

            	
              37

            
	
              Access

            	
              38

            
	
              Notices

            	
              39

            


    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    PARTIES

     

    
      	
              Landlord:

            	
              1345
      Leasehold LLC, a Delaware limited liability company
      (“Landlord”)

            


    

     

    
      	
              Tenant:

            	
              AllianceBernstein
      L.P. (formerly known as Alliance Capital Management L.P.), a Delaware
      limited partnership (“Alliance”)

            


    

     

    
      DOCUMENTS

    

     

    Agreement
of Lease dated July 3, 1985 among The Fisher-Sixth Avenue Company and Hawaiian
Sixth Avenue Corp. as landlord, and Alliance Capital Management Corporation, as
tenant (“orig.”)

     

    Supplemental
Agreement dated September 30, 1985 among The Fisher-Sixth Avenue Company and
Hawaiian Sixth Avenue Corp. as landlord, and Alliance Capital Management
Corporation, as tenant (“Sup1”)

     

    Second
Supplemental Agreement dated December 31, 1985 among The Fisher-Sixth Avenue
Company and Hawaiian Sixth Avenue Corp. as landlord, and Alliance Capital
Management Corporation, as tenant

     

    Third
Supplemental Agreement dated July 29, 1987 among The Fisher-Sixth Avenue Company
and Hawaiian Sixth Ave. Corp. as landlord, and Alliance Capital Management
Corporation, as tenant

     

    Fourth
Supplemental Agreement dated February, 1989 among The Fisher-Sixth Avenue
Company and Hawaiian Sixth Ave. Corp. as landlord, and Alliance, as tenant
(“Sup4”)

     

    Fifth
Supplemental Agreement dated October 9, 1989 among The Fisher-Sixth Avenue
Company and Hawaiian Sixth Ave. Corp. as landlord, and Alliance, as tenant
(“Sup5”)

     

    Sixth
Supplemental Agreement dated December 13, 1991 among The Fisher-Sixth Avenue
Company and Hawaiian Sixth Ave. Corp. as landlord, and Alliance, as tenant
(“Sup6”)

     

    Seventh
Supplemental Agreement dated May 27, 1993 among The Fisher-Sixth Avenue Company
and Hawaiian Sixth Ave. Corp. as landlord, and Alliance, as tenant
(“Sup7”)

     

    Eighth
Supplemental Agreement dated June 1, 1994 among The Fisher-Sixth Avenue Company
and Hawaiian Sixth Ave. Corp. as landlord, and Alliance, as tenant
(“Sup8”)

     

    Ninth
Supplemental Agreement dated August 16, 1994 among The Fisher-Sixth Avenue
Company and Hawaiian Sixth Ave. Corp. as landlord, and Alliance, as tenant
(“Sup9”)

     

    Tenth
Supplemental Agreement dated December 31, 1994 among The Fisher-Sixth Avenue
Company and Hawaiian Sixth Ave. Corp. as landlord, and Alliance, as tenant
(“Sup10”)

     

    Eleventh
Supplemental Agreement dated April 30, 1995 among The Fisher-Sixth Avenue
Company and Hawaiian Sixth Ave. Corp. as landlord, and Alliance, as tenant
(“Sup11”)

     

    Letter
Agreement dated December 21, 1995 among The Fisher-Sixth Avenue Company and
Hawaiian Sixth Ave. Corp., Carter-Wallace, Inc., Arnhold and S. Bleichroeder,
Inc. and Alliance (“LTR1”)

     

    Letter
Agreement dated December 21, 1995 among The Fisher-Sixth Avenue Company,
Hawaiian Sixth Ave. Corp. and Alliance

     

    
      
         


      

      
        1

        
          

        

      

      
         


      

    

     

    Twelfth
Supplemental Agreement dated  September 9, 1998 between 1345 Leasehold
Limited Partnership and Alliance (“Sup12”)

     

    Letter
Agreement dated October 7, 1998 between 1345 Leasehold Limited Partnership and
Alliance

     

    Thirteenth
Supplemental Agreement dated March 15, 1999 between 1345 Leasehold Limited
Partnership and Alliance (“Sup13”)

     

    Fourteenth
Supplemental Agreement dated February 8, 2000 between 1345 Leasehold Limited
Partnership and Alliance (“Sup14”)

     

    Fifteenth
Supplemental Agreement dated August 3, 2000 between 1345 Leasehold Limited
Partnership and Alliance (“Sup15”)

     

    Letter
dated September 7, 2000 from Alliance to Landlord (“LTR2”)

     

    Sixteenth
Supplemental Agreement dated August 31, 2001 between 1345 Leasehold Limited
Partnership and Alliance (“Sup16”)

     

    Seventeenth
Supplemental Agreement dated October 31, 2001 between 1345 Leasehold Limited
Partnership and Alliance (“Sup17”)

     

    Eighteenth
Supplemental Agreement dated February 15, 2002 between 1345 Leasehold Limited
Partnership and Alliance (“Sup18”)

     

    Nineteenth
Supplemental Agreement dated December 4, 2002 between 1345 Leasehold Limited
Partnership and Alliance (“Sup19”)

     

    Twentieth
Supplemental Agreement dated December 4, 2002 between 1345 Leasehold Limited
Partnership and Alliance (“Sup20”)

     

    Letter
Agreement dated December 4, 2002 between Alliance and Hearst Communications,
Inc. (“LTR3”)

     

    Twenty-first
Supplemental Agreement dated December 22, 2003 between Landlord and Alliance
(“Sup21”)

     

    Twenty-second
Supplemental Agreement dated October 31, 2004 between Landlord and Alliance
(“Sup22”)

     

    Twenty-third
Supplemental Agreement dated June 30, 2007 between Landlord and Alliance
(“Sup23”)

     

    Twenty-fourth
Supplemental Agreement dated July 31, 2007 between Landlord and Alliance
(“Sup24”)

     

    Twenty-fifth
Supplemental Agreement dated July 31, 2007 between Landlord and Alliance
(“Sup25”)

     

    Twenty-sixth
Supplemental Agreement dated July 31, 2007 between Landlord and Alliance
(“Sup26”)

     

    Twenty-seventh
Supplemental Agreement dated August 30, 2008 between Landlord and Alliance
(“Sup27”)

     

    Cleaning
Agreements

     

    Cleaning
Agreement (“CAO”) dated August 16, 1994 between 1345 Cleaning Service Co.
(“Original Cleaning Contractor”) and Alliance regarding the office
space

     

    
      
         


      

      
        2

        
          

        

      

      
         


      

    

     

    First
Amendment to Cleaning Agreement (“CAO-1”) dated December 31, 1994 between
Original Cleaning Contractor and Alliance

     

    Second
Amendment to Cleaning Agreement (“CAO-2”) dated April 30, 1995 between Original
Cleaning Contractor and Alliance

     

    Third
Amendment to Cleaning Agreement (“CAO-3”) dated September 9, 1998 between
Original Cleaning Contractor and Alliance

     

    Fourth
Amendment to Cleaning Agreement (“CAO-4”) dated February 8, 2000 between
Original Cleaning Contractor and Alliance

     

    Fifth
Amendment to Cleaning Agreement (“CAO-5”) dated August 3, 2000 between Original
Cleaning Contractor and Alliance

     

    Sixth
Amendment to Cleaning Agreement (“CAO-6”) dated August 31, 2001 between Original
Cleaning Contractor and Alliance

     

    Seventh
Amendment to Cleaning Agreement (“CAO-7”) dated October 31, 2001 between
Original Cleaning Contractor and Alliance

     

    Eighth
Amendment to Cleaning Agreement (“CAO-8”) dated February 15, 2002 between
Original Cleaning Contractor and Alliance

     

    Ninth
Amendment to Cleaning Agreement (“CAO-9”) dated October 31, 2004 between
Original Cleaning Contractor and Alliance

     

    Tenth
Amendment to Cleaning Agreement (“CAO-10”) dated July 31, 2007 between 1345
Cleaning Service Company II, L.P. (“Cleaning Contractor”) and
Alliance

     

    Eleventh
Amendment to Cleaning Agreement (“CAO-11”) dated July 31, 2007 between Cleaning
Contractor and Alliance

     

    Twelfth
Amendment to Cleaning Agreement (“CAO-12”) dated July 31, 2007 between Cleaning
Contractor and Alliance

     

    Cleaning
Agreement (“CAG”) dated as of March 15, 1999 between Original Cleaning
Contractor and Alliance regarding the ground floor space

     

    SNDAs

     

    Subordination,
Non-Disturbance and Attornment Agreement (Ground Lease) dated August 3, 2000
between 1345 Fee Limited Partnership, as owner, and Alliance, as
tenant  (“SNDA-G”)

     

    Subordination,
Nondisturbance and Attornment Agreement dated July 6, 2005 between Alliance,
Morgan Stanley Mortgage Capital Inc. and UBS Rea Estate Investments
Inc.  (“SNDA-M”)

     

    First
Amendment to Subordination, Nondisturbance and Attornment Agreement dated July
6, 2005 between Alliance and LaSalle Bank National Association, as
Trustee

     

    
      
         


      

      
        3

        
          

        

      

      
         


      

    


    DEMISED
PREMISES

     

    
      	
              Floor
      (entire floor unless
      otherwise noted)

            	
              Delivery
      Date

            
	
              Concourse
      (part)  (Sup15 §23(a), Sup17 §13, Sup23 §2a)

            	
              Delivered.

            
	
              Ground
      Floor (part)
      **

            	
              The
      Ground Floor (part) formerly leased to Alliance has been surrendered and
      deleted from the demised premises.  Landlord has leased the
      Ground Floor (part) to Wachovia Bank, National Association (“Wachovia”)
      pursuant to the Agreement of Lease dated December 22, 2003 (the “Wachovia
      Lease”), for a term coterminous with Alliance's lease which Wachovia may
      extend pursuant to its three 5-year extension options.  If the
      term of the Wachovia Lease expires or terminates prior to the expiration
      or termination of Alliance’s lease, then, on the day after said
      termination, the Ground Floor (part) will be added back to the demised
      premises on substantially the same terms (including the rent terms) as
      were in effect prior to its surrender and deletion from the demised
      premises (Sup21 §3).  For more information regarding the terms
      of the surrender of Ground Floor part, see below.

            
	
              2,
      8, 9, 11 through 14  (Sup15 §2(a); Ltr2; Sup16
    §11)

            	
              Delivered.

            
	
              10
      (Sup19 §3(a))
      ***

            	
              Delivered.

            
	
              15
      (Sup12 §2(a))

            	
              Delivered.

            
	
              16
      (Sup12 §2(b))

            	
              Delivered.

            
	
              17
      (Sup16 §2(b); Sup17 §2(b); Sup18 §2(b); Sup22 §2(b))

            	
              Delivered.

            
	
              31
      (part) (Sup7 §2(c))

            	
              Delivered.

            
	
              31
      (part) (Sup24 §2(a))

            	
              Anticipated
      to be May 1, 2010.

            
	
              32
      (Sup6 §2)

            	
              Delivered.

            
	
              33
      (Sup7 §2(a))

            	
              Delivered.

            
	
              34
      (NW Cor. 94) (Sup8 §2(a))

            	
              Delivered.

            
	
              34
      (NW Cor. 95) (Sup8 §1(c))

            	
              Delivered.

            
	
              34
      (balance) (Sup7 §2(b))

            	
              Delivered.

            
	
              35
      (Sup14 §2(a))

            	
              Delivered.

            
	
              36
      (Sup14 §2(b))

            	
              Delivered.

            
	
              37
      (NE Cor.) (orig. intro.)

            	
              Delivered.

            
	
              37
      (NW Cor.) (orig. §46.01)

            	
              Delivered.

            
	
              37
      (SE Cor.) (Sup1 §2)

            	
              Delivered.

            
	
              37
      (SW Cor.) (Sup5 §2)

            	
              Delivered.

            
	
              38
      (orig. intro.)

            	
              Delivered.

            
	
              39
      (Sup4 §2)

            	
              Delivered.

            
	
              40,
      41 and 45 (Sup9 §3(a); LTR1 par 2)

            	
              Delivered.

            
	
              42
      (Sup25 §2(a))

            	
              Delivered.

            
	
              43
      and 44 (Sup26 §2(a))

            	
              Anticipated
      to be May 1, 2011.

            


    

     

    
      
         


      

      
        4

        
          

        

      

      
         


      

    


    **Ground Floor
(part):

     

    For a
summary of the payments Alliance makes in lieu of rent and the credits Alliance
receives in respect of the Ground Floor (part), see Monthly Fixed Rent, Tax
Escalation and Expense Escalation.  Other terms of the surrender and
deletion of Ground Floor (part) from the demised premises are summarized
below.

     

    
      	
              ·

            	
              Enforcement:  Landlord
      will make reasonable efforts to enforce the Wachovia Lease (including the
      rent obligations).  If Wachovia defaults under the Wachovia
      Lease, then Alliance may, at its option, participate in any action
      Landlord takes in respect of said default.  If Landlord does not
      take any action, then Alliance may, at its option, (1) cause the Landlord
      to assign its right to proceed against Wachovia, in which case Alliance
      may then proceed directly against Wachovia provided that Alliance
      indemnifies Landlord from any loss arising from such action, or (2)
      require the Landlord to proceed against Wachovia in which case Alliance
      will reimburse Landlord within 30 days after demand for any reasonable
      out-of-pocket expenses incurred by Landlord in respect of enforcing the
      Wachovia Lease (Sup21 §4(f)).

            


    

     

    
      	
              ·

            	
              Amendments,
      Terminations, Extensions and Consents:  Landlord is prohibited
      from amending the Wachovia Lease or waiving any provision thereof without
      first obtaining Alliance’s consent.  Alliance must be reasonable
      in respect of consenting to any amendment that would not have an economic
      or adverse impact on Alliance and Alliance’s failure to respond to a
      request for such a consent within 5 business days of receipt is deemed
      consent.  Landlord is prohibited from terminating the term of
      the Wachovia Lease except in the event of a default thereunder or
      extending the term of the Wachovia Lease except pursuant to the express
      provisions thereof without first obtaining Alliance's consent (Sup21
      §5(a)).  Landlord is prohibited from granting its consent to any
      matter contemplated by the Wachovia Lease (e.g., subleases and
      alterations) without first obtaining Alliance’s
      consent.  Alliance's rights in respect of Wachovia signage is
      summarized in more detail below.  Alliance is required to be
      reasonable in granting its consent to any such matter if Landlord is
      obligated to be reasonable under the Wachovia Lease.  Alliance
      is required to respond in the same time period as Landlord is obligated to
      respond to any request for consent and Alliance will be deemed to have
      given its consent if it fails to respond (Sup21 §5(c); LTR3
      §3).

            


    

     

    
      
         


      

      
        5

        
          

        

      

      
         


      

    


    
      	
              ·

            	
              Signage:  Wachovia
      is prohibited from displaying signage on the window, doors or the exterior
      of the perimeter walls of its demised premises unless Wachovia obtains the
      prior written reasonable consent of the Landlord and said signage is in
      conformity with the building standard sign program (Wachovia Lease
      §46.2(e)).  However, Wachovia has the right to install signage
      on the interior and exterior of the demised premises that conforms with
      Wachovia's standard national or NYC signage program provided that said
      signage pertains primarily to general retail banking, safe deposits or
      electronic banking and not to certain permitted ancillary uses (e.g.
      brokerage, insurance, investment services).  Nevertheless,
      Wachovia has the right to display temporary signage which describes said
      ancillary uses in certain designated areas provided that Wachovia is
      obligated to remove said signage if either Landlord or Alliance reasonably
      believes that said temporary signage is not in keeping with the quality or
      character of the building.  The size and location of signage on
      or visible from the exterior of the Ground Floor (part) is subject to the
      reasonable approval and Landlord and Alliance.  Wachovia also
      has the right to display promotional banners provided the size, color and
      location of said banners is subject to the reasonable approval of Landlord
      and Alliance.  Landlord's (and, therefore, Alliance's) failure
      to respond within 15 business days to any request for consent regarding
      signage is deemed consent (Wachovia Lease
  §46.3(a)).

            


    

     

    
      	
              ·

            	
              Assignment/Subletting
      Profits:  Landlord and Alliance will share equally any sublease
      or assignment of lease profits payable to Landlord under the Wachovia
      Lease (Sup21 §6(a)).

            


    

     

    
      	
              ·

            	
              Hold
      Over by Wachovia:  If Wachovia holds over following the
      termination of the Wachovia Lease term, then Landlord will promptly
      commence summary dispossess proceedings and will use commercially
      reasonable efforts to evict Wachovia.  Landlord will pay to
      Alliance any amounts recovered from Wachovia arising from said proceedings
      after first deducting Landlord's actual out-of-pocket expenses, provided
      that if the amounts paid over by Landlord exceed the sums paid by Alliance
      in respect of the Ground Floor (part) for the corresponding period, then
      Landlord will be permitted to retain 50% of said excess (Sup21
      §8).

            


    

     

    
      	
              ·

            	
              Reimbursement
      of Landlord on Account of Payments to Cushman & Wakefield,
      Inc.:  Alliance will reimburse Landlord up to $601,854.52 in
      respect of any amounts paid by Landlord to Cushman & Wakefield, Inc.
      arising from Sup21 (Sup21 §10).

            


    

     

    
      
         


      

      
        6

        
          

        

      

      
         


      

    


    MONTHLY FIXED
RENT

     

    Concourse
(part):

     

     

    Approximately 3,000
rsf:

     

    
      	
            	
              12/01/01
      through 11/30/06:

            	
              $7,000
      (Sup17 §13(b)(i))

            


    

     

    
      	
            	
              12/01/06
      through 11/30/11:

            	
              $8,250
      (Sup17 §13(b)(ii))

            


    

     

    
      	
            	
              12/01/11
      through 12/31/19:

            	
              $9,500
      (Sup17 §13(b)(iii))

            


    

     

    Balance of Concourse Space
Leased Pursuant to Sup15:

     

    Date the
concourse space (or portion thereof) is included in the demised premises through
the day before the 5th
anniversary of such inclusion date:  $28 per rsf (Sup15
§23(d)).

     

    5th
anniversary of such inclusion date through the day before the 10th
anniversary of such inclusion date:  $33 per rsf (Sup15
§23(d)).

     

    10th
anniversary of such inclusion date through 12/31/19:  $38 per rsf
(Sup15 §23(d)).

     

    Concourse Space Leased
Pursuant to Sup23:

     

    Date the
concourse space is included in the demised premises through the day before the
5th
anniversary of such inclusion date:  $9,616.25 (Sup23
§3(a)(1)).

     

    5th
anniversary of such inclusion date through the day before the 10th
anniversary of such inclusion date:  $10,440.50 (Sup23
§3(a)(2)).

     

    10th
anniversary of such inclusion date through 12/31/19:  $11,264.75
(Sup23 §3(a)(3)).

     

    Ground Floor (part) -
Payments in Lieu of Rent and Credits:

     

    Notwithstanding
that the Ground Floor (part) has been deleted from the demised premises,
Alliance is obligated to pay monthly installments equal to the fixed rent and
the tax and operating expense escalation payments Alliance would have been
obligated to pay had the Ground Floor (part) not been deleted from the demised
premises.  The rate for the payment in lieu of the fixed rent payment
is described below and the payments in lieu of the tax and operating expense
escalations are described in the applicable portions of this
summary.

     

    Payment in Lieu of Fixed
Rent

     

    01/16/05
through 01/15/10:  $58,333.33 (Sup13 §3(a)(2))

     

    01/16/10
through 12/31/19:  $62,500.00 (Sup13 §3(a)(3); Sup20
§3(b))

     

    Wachovia
Credit

     

    Wachovia
pays monthly installments of fixed rent as follows (assuming that the lease
commencement date was January 1, 2004):

     

    
      
         


      

      
        7

        
          

        

      

      
         


      

    

     

    
      06/01/07
through 05/31/10:  $107,662.50

    

     

    
      06/01/10
through 05/31/13:  $118,428.75

    

     

    
      06/01/13
through 05/31/16:  $130,271.58

    

     

    
      06/01/16
through 12/30/19:  $143,298.79

    

     

    Wachovia
also pays a tax escalation based on a 0.483% share of the excess over a 2003/04
base year.

     

    Each
month, Landlord and Alliance apportion the fixed rent and tax escalation
payments (if any) made by Wachovia that month and the portion to which Alliance
is entitled is a credit against rent next payable.  The apportionment
is done as follows:

     

    First, to Alliance up to the sum of the
fixed rent and tax and operating expense escalation payments Alliance made for
such month in respect of the Ground Floor (part);

     

    Second, to Alliance up to $10,408.26 a
month provided that the aggregate of such installments cannot exceed
$1,935,941.10);

     

    Third, to Landlord up to $2,889.79 a
month provided that the aggregate of such installments cannot exceed $537,500;
and

     

    Finally, any remainder is shared
equally between Landlord and Tenant (Sup21 §4).

     

    2nd, 8th, 9th, 11th through 14th
Floors:

    
       

      09/01/04
through 08/31/09:  $1,419,941.25 (Sup15 §3(a); Sup19
§26))

       

      09/01/09
through 08/31/14:  $1,532,635.00 (Sup15 §3(a); Sup19 §26)

       

      09/01/14
through 12/31/19:  $1,645,328.75 (Sup15 §3(a); Sup19
§26))

       

      This
schedule assumes that all of this space was delivered simultaneously on May 1,
2004.  It was anticipated, however, that floors 8 and 9 would be
delivered six months after Floors 2, 11-14 are delivered (Sup16
§11).  If that occurred, the commencement and subsequent increases in
fixed rent for Floors 8 and 9 occurs six months after the commencement of and
subsequent increases in fixed rent for Floors 2, 11-14.

       

      10th
Floor:

       

      
        	From
      the termination or expiration of the Hearst Lease through
      04/30/09:  	
                $203,589.75
      (Sup19 §3(b)(1))

                 

              
	
                05/01/09
      through 04/30/14:

              	
                $219,747.67
      (Sup19 §3(b)(2))

                 

              
	
                05/01/14
      through 12/31/19:

              	
                $235,905.58
      (Sup19 §3(b)(3))

              


      

       

      15th
Floor:

       

      12/01/04
through 11/30/10:  $172,851.87 (Sup12 §3(a)(1))

       

      12/01/09
through 12/31/16:  $189,313.95 (Sup12 §3(a)(1))

       

      01/01/17
through 12/31/19:  Rent for the 15th, 16th, 31st (part), 32nd-41st and
45th
floors will be the product of the average of fixed annual rent per square foot
as of 12/30/16 of all space leased to Alliance other than concourse/subconcourse
space, multiplied by the square footage of such space (Sup15 §12(b)); Sup20
§3(a)).


      
        
           


        

        
          8

          
            

          

        

        
           


        

      

       

      16th
Floor:

       

      05/01/05
through 04/30/09:  $172,851.87 (Sup12 §3(b)(1))

       

      05/01/10
through 12/31/16:  $189,313.95 (Sup12 §3(b)(1))

       

      01/01/17
through 12/31/19:  Rent for the Ground (part), 15th, 16th, 31st
(part), 32nd-41st and 45th
floors will be the product of the average of fixed annual rent per square foot
as of 12/30/16 of all space leased to Alliance other than concourse/subconcourse
space, multiplied by the square footage of such space (Sup15 §12(b); Sup20
§3(a)).

       

      17th
Floor:

       

      02/01/07
through 01/31/12:

       

      $90,995.33
(Sup16 §3(a)) + $35,054.00 (Sup17 §3(a)) + $14,104.33 (Sup18 §3(a)) + $65,104.58
(Sup22 §3(a)) = $205,258.24

       

      02/01/12
through 12/31/19:

       

      $97,686.17
(Sup16 §3(a)) + $37,631.50 (Sup17 §3(a)) + $15,141.42 (Sup18 §3(a)) + $70,161.25
(Sup22 §3(a)) = $220,620.34

       

      *Fixed
annual rent on the portion of the 17th
floor demised under the 22nd
Supplemental Agreement is abated through July 31, 2005.

       

      31st Floor
(part):

       

      7/1/94
through 10/31/09:  $45,180.84 (Sup7 §3(c))

       

      11/1/09
through 12/31/16:  For the aggregate of Floors 31 (part)-34 and 37-39,
$1,031,773.10 (Sup9 §4(b)).  Note that by 11/1/09, Floors 31 (part)-34
and 37-39 are scheduled to have check meters and, therefore, Alliance will be
charged separately for electricity for such floors instead of paying electricity
charges as a “rent inclusion factor” included in fixed rent for such
floors.

       

      01/01/17
through 12/31/19:  Rent for the 15th, 16th, 31st (part), 32nd-41st and
45th
floors will be the product of the average of fixed annual rent per square foot
as of 12/30/16 of all space leased to Alliance other than concourse/subconcourse
space, multiplied by the square footage of such space (Sup15 §12(b); Sup20
§3(a)).

       

      31st Floor
(part):

       

      commencement
through April 30, 2015:  $194,794.67 (Sup24 §3(a)(1)), except that the
first 5 months are abated (Sup24 §3(b)).

       

      5/1/09
through 12/31/19:  $209,616 (Sup24 §3(b)).

       

      32nd
Floor:

       

      05/01/94
through 10/31/09:  $120,936.94 (Sup6 §3(a) and §7(b); Sup7
§7))

       

      11/1/09
through 12/31/16:  For the aggregate of Floors 31 (part)-34 and 37-39,
$1,031,773.10 (Sup9 §4(b)).  Note that by 11/1/09, Floors 31 (part)-34
and 37-39 are scheduled to have check meters and, therefore, Alliance will be
charged separately for electricity for such floors instead of paying electricity
charges as a “rent inclusion factor” included in fixed rent  for such
floors.

       

      01/01/17
through 12/31/19:  Rent for the Ground (part), 15th, 16th, 31st
(part), 32nd-41st and 45th
floors will be the product of the average of fixed annual rent per square foot
as of 12/30/16 of all space leased to Alliance other than concourse/subconcourse
space, multiplied by the square footage of such space (Sup15 §12(b); Sup20
§3(a)).


      
        
           


        

        
          9

          
            

          

        

        
           


        

      

       

      33rd
Floor:

       

      1/1/94
through 10/31/09:  $105,185.28 (Sup7 §3(a)(i) and §7)

       

      (Note:  Calendar
1994’s rent is deferred and will be paid in monthly installments of $11,007.76
beginning July 1, 1995 through December 1, 2004 with $7,339.00 due on January 1,
2005 (Sup7 §3(a)(ii)).  (Rent for the first half of calendar 1995 is
deferred and will be paid in monthly installments of $3,668.76 due on January 1,
2005 and $11,007.76 per month beginning February 1, 2005 through October 1, 2009
(Sup7 §3(a)(iii)).

       

      11/01/09
through 12/31/16: For the aggregate of Floors 31 (part)-34 and 37-39,
$1,031,773.10 (Sup9 §4(b)).  Note that by 11/1/09, Floors 31 (part)-34
and 37-39 are scheduled to have check meters and, therefore, Alliance will be
charged separately for electricity for such floors instead of paying electricity
charges as a “rent inclusion factor” included in fixed rent  for such
floors.

       

      01/01/17
through 12/31/19:  Rent for the 15th, 16th, 31st (part), 32nd-41st and
45th
floors will be the product of the average of fixed annual rent per square foot
as of 12/30/16 of all space leased to Alliance other than concourse/subconcourse
space, multiplied by the square footage of such space (Sup15 §12(b); Sup20
§3(a)).

       

      34th
Floor:

       

      05/01/99
through 10/31/09:  $114,614.66 (Sup7 §3(b) and §7)

       

      11/01/09
through 12/31/16: For the aggregate of Floors 31 (part)-34 and 37-39,
$1,031,773.10 (Sup9 §4(b)).  Note that by 11/1/09, Floors 31 (part)-34
and 37-39 are scheduled to have check meters and, therefore, Alliance will be
charged separately for electricity for such floors instead of paying electricity
charges as a “rent inclusion factor” included in fixed rent  for such
floors.

       

      01/01/17
through 12/31/19: Rent for the 15th, 16th, 31st (part), 32nd-41st and 45th
floors will be the product of the average of fixed annual rent per square foot
as of 12/30/16 of all space leased to Alliance other than concourse/subconcourse
space, multiplied by the square footage of such space (Sup15 §12(b); Sup20
§3(a)).

       

      35th
Floor:

       

      08/01/05
through 07/31/10: $215,974.08 (Sup14 §3(a)(1))

       

      08/01/10
through 12/31/16: $232,979.92 (Sup14 §3(a)(1))

       

      01/01/17
through 12/31/19: Rent for the 15th, 16th, 31st (part), 32nd-41st and 45th
floors will be the product of the average of fixed annual rent per square foot
as of 12/30/16 of all space leased to Alliance other than concourse/subconcourse
space, multiplied by the square footage of such space (Sup15 §12(b) ; Sup20
§3(a)).

       

      36th Floor (assuming that the
space is delivered on 07/01/01, as anticipated):

       

      08/01/05
through 07/31/10: $216,201.63 (Sup14 §3(b)(1))

       

      08/01/10
through 12/31/16: $233,225.38 (Sup14 §3(b)(1))

       

      01/01/17
through 12/31/19: Rent for the 15th, 16th, 31st (part), 32nd-41st and 45th
floors will be the product of the average of fixed annual rent per square foot
as of 12/30/16 of all space leased to Alliance other than concourse/subconcourse
space, multiplied by the square footage of such space (Sup15 §12(b); Sup20
§3(a)).


      
        
           


        

        
          10

          
            

          

        

        
           


        

      


       

      37th, 38th and 39th  Floors:

       

      11/01/06
through 10/31/09:  $437,872.58  (Sup7 §7)

       

      11/01/09
through 12/31/16: For the aggregate of Floors 31 (part)-34 and 37-39,
$1,031,773.10 (Sup9 §4(b)).  Note that by 11/1/09, Floors 31 (part)-34
and 37-39 are scheduled to have check meters and, therefore, Alliance will be
charged separately for electricity for such floors instead of paying electricity
charges as a “rent inclusion factor” included in fixed rent  for such
floors.

       

      01/01/17
through 12/31/19: Rent for the Ground (part), 15th, 16th, 31st (part), 32nd-41st
and 45th
floors will be the product of the average of fixed annual rent per square foot
as of 12/30/16 of all space leased to Alliance other than concourse/subconcourse
space, multiplied by the square footage of such space (Sup15
§12(b)).

       

      40th, 41st and 45th
Floors:

       

      Through
11/30/16: $422,395.67 (Sup11 §2(c)(i); LTR1)

       

      01/01/17
through 12/31/19: Rent for the 15th, 16th, 31st (part), 32nd-41st and 45th
floors will be the product of the average of fixed annual rent per square foot
as of 12/30/16 of all space leased to Alliance other than concourse/subconcourse
space, multiplied by the square footage of such space (Sup15 §12(b); Sup20
§3(a)).

       

      42nd
Floor

       

      Through
4/30/11:  $214,170.05 (Sup25 §3(a)(i)).

       

      5/1/11
through 9/30/11:  Abated (Sup25 §3(b)).

       

      10/1/11
through 4/30/16:  $337,624.00 (Sup25 §3(a)(ii)).

       

      5/1/16
through 12/31/19:  $362,242.41 (Sup25 §3(a)(iii)).

       

      Note that
by 5/1/11, Floor 42 is scheduled to have check meters and, therefore, Alliance
will be charged separately for electricity for Floor 42 instead of paying
electricity charges as a “rent inclusion factor” included in fixed rent for
Floor 42.

       

      43rd and 44th
Floors

       

      commencement
through 4/30/12:  $670,920.00 (Sup26 §3(a)(i)), except that the first
131 days are abated (Sup26 §3(b))

       

      5/1/12
through 4/30/17:  $740,807.50 (Sup26 §3(a)(ii))

       

      5/1/17
through 12/31/19:  $810,695 (Sup26 §3(a)(iii))


      
        
           


        

        
          11

          
            

          

        

        
           


        

      


      ELECTRICITY

      


      
        	
                Check
      Meters:

              	
                All
      floors have check meters except for Floors 31 (part), 32-34, and 37-39,
      which will have check meters on or before November 1, 2009 (Sup9 §5) and
      Floor 42, which will have check meters on or before May 1, 2011 (Sup25
      §4(c)(i)).  The check meters measure electricity demand and
      consumption for each floor during a calendar month.  Alliance
      pays Landlord, within 30 days after receipt of a bill, Landlord’s cost of
      the electricity consumed based on the applicable rate charged to the
      Landlord by the supplying utility, plus a 2% administrative fee (Sup9
      §5(b) and (c); Sup12 §4(b) and (c); Sup14 §4(b) and (c); Sup15 §4(b) and
      (c); Sup22 §4(b); Sup24 §4(b); Sup25 §4(c); Sup26
      §4(b)).  Landlord will provide check meters for any portion of
      the Concourse (part) space measuring at least 3,000 contiguous rsf (Sup15
      §23(f)(i)).  If the check meters for Floors 31 (part), 32-34,
      and 37-39 are not installed by November 1, 2009, then Alliance will pay
      Landlord what Landlord’s electrical consultant determines to be Landlord’s
      cost for such electricity, provided that Alliance may dispute such
      determination in accordance with a specified procedure.

                 

              
	
                Dispute:

              	
                Each
      bill is binding on Alliance unless Alliance disputes such bill within 90
      days of receipt.  In case of a dispute, Alliance’s electrical
      consultant will submit its determination within such 90 day period and
      Landlord and Alliance will seek a resolution.  Upon Alliance’s
      request, Landlord will make available its utility bills for the building
      for at least the last 3 years. If Landlord and Alliance cannot agree, they
      will choose a third electrical consultant to perform a limited review
      (Sup12, §5(c)(ii); Sup12 §4(c)(ii); Sup14 §4(c)(ii); Sup15 §4(c)(ii);
      Sup22 §4(c)(ii); Sup24 §4(c)(ii); Sup25 §4(c)(iii); Sup26
      §4(b)).

                 

              
	
                Wattage:

              	
                6
      watts per usable square foot excluding building HVAC systems and other
      base building systems  (Sup9 §5(e); Sup12 §4(e); Sup14 §4(e);
      Sup15 §4(e); Sup22 §4(e); Sup24 §4(e); Sup25 §4(e); Sup26
      §4(e)).

                 

              
	
                Additional
      Capacity:

              	
                Upon
      notice from Alliance, Landlord will provide Alliance with (1) an
      additional 400 amperes in the aggregate for the 15th
      and 16th
      floors (Sup12 §4(e)), and (2) up to another 1,800 amperes for the entire
      demised premises (Sup14 §4(f)). Such notice will be given by Alliance on
      or before, with regard to the 15th
      and 16th
      floors, the date Alliance delivers to Landlord its plans for its initial
      fit-out of the 15th
      floor (but in no event later than June 30, 2001), and, with regard to the
      rest of the demised premises, by December 31, 2001 (Sup12 §4(e) and Sup14
      §4(e)).  Alliance is responsible for any construction costs it
      would incur in connection with alterations relating to such additional
      electricity supply, as well as a pro-rata share of Landlord’s construction
      costs (Sup12 §4(e); Sup14 §4(e); and Sup15 §4(f)).

                 

              
	
                Discontinuance
      of Service:

              	
                Landlord
      may discontinue furnishing electricity to Alliance only if Landlord
      simultaneously discontinues service to 80% of the other building tenants
      (Sup15 §4(d)), upon 60 days’ written notice, provided such period is
      extended as reasonably necessary to permit Alliance to obtain electricity
      from the utility company servicing the Building.  In such case,
      Alliance may use the existing wiring.  The cost of installation
      of any additional wiring will be borne, if such discontinuance is
      voluntary, by Landlord, and if such discontinuance is involuntary, by
      Landlord and Alliance with Alliance’s share equal to the total cost of
      such additional wiring multiplied by a fraction, the numerator of which is
      remaining months of the Lease term and the denominator of which is as
      follows:

              


      

       

      
        
           


        

        
          12

          
            

          

        

        
           


        

      

      


      
        	
                Floor(s)

              	
                Denominator

              
	
                2,
      8-14

              	
                188
      (Sup15 §4(d))

              
	
                15,
      16

              	
                248
      (Sup12 §4(d) and (h); Sup15 §4(d))

              
	
                17

              	
                182
      for the space demised by Sup22, 214 for the space demised by Sup18 and 219
      for all other space on Floor 17 (Sup22 §4(d)).

              
	
                31
      (part), 32-34, 37-41, 45

              	
                294
      (Sup9 §15(d); Sup15 §4(d))

              
	
                31
      (part)

              	
                116
      (Sup24 §4(d))

              
	
                35
      and 36

              	
                237
      (Sup14 §4(d); Sup15 §4(d))

              
	
                42

              	
                150
      (Sup25 §4(d))

              
	
                43
      and 44

              	
                104
      (Sup26 §4(d))

              


      

       

      


      
        	
                Electricity Rent Inclusion
      Factor for Floors 31 (part), 32-34, and 37-39:

              	
                Until
      November 1, 2009, the charge for electricity for Floors 31 (part), 32-34,
      and 37-39 (the “ERIF”) is included in fixed annual rent (orig.
      §7.02(a)).  Such charge, however, is separately quantified (as
      listed below) and is subject to increase or decrease (but in no event
      below $2.75 per s.f. per annum) in proportion to increases or decreases in
      Landlord’s electricity costs for the building (orig.
      §7.02(a)).

              


      

       

      


      
        	
                Floor
      (entire floor unless otherwise noted)

              	
                Original
      ERIF

              
	
                31(part),
      33, 34

              	
                $249,902.46
      (Sup7 §3(g))

              
	
                32

              	
                $104,337.75
      (Sup6 §3(c))

              
	
                37
      (NE Cor.), 38

              	
                $127,187.50
      (orig. §7.02(a))

              
	
                37
      (NW Cor.)

              	
                $27,500.00
      (orig. §46.02(d))

              
	
                37
      (SE Cor.)

              	
                $13,750.00
      (Sup1 §3(e)

              
	
                37
      (SW Cor.)

              	
                $27,912.50
      (Sup5 §3(c))

              
	
                39

              	
                $96,937.50
      (Sup4 §3(c))

              


      

       

      A
determination by Landlord of a change in the ERIF as a result of a survey of
electrical consumption in the Demised Premises will be binding on Alliance
unless Alliance disputes such determination within 15 days of receipt of such
determination.  If Alliance disputes such determination, it will have
its own electrical consultant at its own cost, attempt to resolve the dispute in
consultation with Landlord’s electrical consultant.  If they cannot
agree on a resolution, they will choose a third electrical consultant who’s
decision will control (orig. §7.03(b)).


      
        
           


        

        
          13

          
            

          

        

        
           


        

      

       

      
        	
                Electricity Rent Inclusion
      Factor for 42nd Floor:

              	
                Until
      May 1, 2011, the charge for electricity for Floor 42 is included in fixed
      annual rent.  The initial amount of such charge is $5.81 per
      s.f. and is subject to increase or decrease (but in no event below $5.81
      per s.f. per annum) in proportion to increases or decreases in Landlord’s
      electricity costs for the building as well based on Alliance’s electricity
      consumption.  A determination by Landlord of a change in the
      rent inclusion charge as a result of a survey of electrical consumption in
      the Demised Premises will be binding on Alliance unless Alliance disputes
      such determination within 30 days of receipt of such
      determination.  If Alliance disputes such determination, it will
      have its own electrical consultant at its own cost attempt to resolve the
      dispute in consultation with Landlord’s electrical
      consultant.  If they cannot agree on a resolution, they will
      choose a third electrical consultant who’s decision will control (Sup25
      §4(b)).

              


      

       

      
        	
                Supplies:

              	
                At
      Landlord’s option, Alliance is required to purchase (for a reasonable
      charge) from Landlord all lighting tubes, lamps, bulbs and ballasts used
      in the demised premises (orig. §7.05(b)).

                 

              
	
                Concourse
      Space:

              	
                Subject
      to the following sentence, for any portion of the demised premises located
      on the concourse consisting of less than 3,000 contiguous rsf, Alliance
      will pay an ERIF of $0.75/rsf, subject to increase if Alliance uses the
      space for anything other than storage (Sup15 §23(f)(ii)).  For
      the portion of the demised premises located on the concourse and leased
      pursuant to Sup23, however, Landlord will provide electricity at no
      additional charge provided that if Landlord determines on a reasonable
      basis that Alliance is consuming excessive electricity, then Landlord may
      commence charging Alliance for such electricity on either (at Landlord’s
      option) a rent inclusion or submeter
basis.

              


      


      
        
           


        

        
          14

          
            

          

        

        
           


        

      


      TAX
ESCALATION

       

      
        	
                FLOOR

              	
                BASE YEAR

              	
                PERCENTAGE

              
	
                Ground
      Floor (part)

              	
                1999/2000
      (Sup13§3(c)(1)).

              	
                0.483%

                (Sup13
      §3(c)(2))

              
	
                2,
      8, 9, 11-14

              	
                Average
      of 2000/01 and 2001/02 (Sup15 §3(d)(i)).

              	
                14.72%

                (Sup15
      §3(d)(ii); Sup19 §2(d))

              
	
                10

              	
                Average
      of 2000/01 and 2001/02 (Sup15 §3(d)(i)).

              	
                2.11%
      (Sup19 §3(d))

              
	
                15

              	
                1999/2000
      (Sup12 §3(a)(4)(a)).

              	
                2.150%

                (Sup12
      §3 (a)(4)(b))

              
	
                16

              	
                1999/2000
      (Sup12 §3(b)(4)(a)).

              	
                2.150%

                (Sup12
      §3(b)(4)(b))

              
	
                17

              	
                Average
      of 2000/01 and 2001/02 (Sup16 §3(d)(i); Sup17 §3(d)(i); Sup18 §3(d)(i))
      Except with respect to the Sup22 17th
      floor space, for which it is the average of 2003/04 and 2004/05 (Sup22
      §3(d)(i)).

              	
                2.147%
      (Sup16 §3(d)(ii); Sup17 §3(d)(ii); Sup18 §3(d)(ii);
      Sup22  §3(d)(ii))

              
	
                31
      (part), 33, 34

              	
                Average
      of 1994/95 and 1995/96 (Sup7 §(3)(f)(i)).  Beginning on
      11/01/09, changed to 1995/96 (Sup9 §4(e)).

              	
                5.130%

                (Sup7
      §3(f)(ii))

              
	
                31
      (part)

              	
                Average
      of 2007/08 and 2008/09 (Sup24 §3(d)(i)).

              	
                1.35%
      (Sup24 §3(d)(ii))

              
	
                32

              	
                1993/94  (Sup6
      §3(b)(i)).  Beginning on 11/01/09, changed to
      1995/96  (Sup9 §4(e)).

              	
                2.150%

                (Sup6
      §3(b)(ii))

              
	
                35

              	
                2000/01
      (Sup14 §3(a)(4)(a)).

              	
                2.150%

                (Sup14
      §3(a)(4)(b))

              
	
                36

              	
                2000/01
      (Sup14 §3(b)(4)(a)).

              	
                2.150%

                (Sup14
      §3(b)(4)(b))

              
	
                37
      (NE Cor.), 38

              	
                1985/86  (orig.
      §4.01(a)(i)).  Beginning on 11/01/09, changed to 1995/96 (Sup9
      §4(e)).

              	
                2.820%

                (orig.
      §4.01(a)(ii)

              
	
                37
      (NW Cor.)

              	
                1985/86  (orig.
      §4.01(a)(i)).  Beginning on 11/01/09, changed to 1995/96 (Sup9
      §4(e)).

              	
                0.610%

                (orig.
      §46.02(b))

              
	
                37
      (SE Cor.)

              	
                1985/86
      (Sup1 §3(a)). Beginning on 11/01/09, changed to 1995/96  (Sup9
      §4(e)).

              	
                0.300%

                (Sup1
      §3(b))

              
	
                37
      (SW Cor.)

              	
                1988/89  (Sup5,
      §3(b)(i)).  Beginning on 11/01/09, changed to 1995/96 (Sup9
      §4(e)).

              	
                0.618%

                (Sup5
      §3(b)(ii)

              
	
                39

              	
                1988/89  (Sup4
      §3(b)(i)).  Beginning on 11/01/09, changed to 1995/96 (Sup9
      §4(e)).

              	
                2.150%

                (Sup4
      §3(b)(ii))

              
	
                40,
      41, 45

              	
                1995/96  (Sup9
      §4(d)(i)).

              	
                6.446%

                (Sup10
      §2(a))

              
	
                42

              	
                1988/89
      (Sup25 §3(d)(i)(a)).  Beginning on 5/1/11, changed to average of
      2007/08 and 2008/09 (Sup25 §3(d)(i)(b)).

              	
                2.24%

                (Sup25
      §3(d)(ii))

              
	
                43
      and 44

              	
                Average
      of 2007/08 and 2008/09 (Sup26 §3(d)(i)).

              	
                4.45%

                (Sup26
      §3(d)(ii))

              


      

       

      
        
           


        

        
          15

          
            

          

        

        
           


        

      

       

      Due
Date:  6/1 and 12/1 of each comparative year, subject to
rescheduling based on the date tax payments are due from Landlord (orig
§4.01(b)(1)).

       

      Audit/Dispute:  Landlord’s
real estate tax statements given to Alliance are binding unless Alliance
challenges such statement in writing within 90 days (Sup7 §6(d)) of
receipt.  Alliance must make payments in accordance with the statement
pending dispute resolution (orig §4.01(b)(4)).

       

      Tax Increase upon
Disposition:  Under certain circumstances, if, as a result of
the sale of an interest in the property or entity owning the property, the real
estate taxes increase, Alliance will receive an abatement of the resulting
escalation, and thereafter this Lease provision is deleted.  Under
certain circumstances, if, after Fisher-Sixth Avenue Company’s or a Fisher
family affiliate’s purchase of Hawaiian Sixth Avenue Corp.’s or its successor’s
interest in the property or the entity owning the property, as a result of a
sale of a less than majority interest in the property or the entity owning the
property or the admission into the entity owning the property of an entity
owning less than a majority interest in such entity, the real estate taxes
increase, Landlord will pay Alliance $1,500,000.00 (Sup9 §15; Sup12
§17).

       

      Building Square
Footage:  Total rentable area of the office and store space in
the building is 1,641,000 sf for tax escalation purposes (orig
§4.01(a)(ii)).

       

      Concourse
Space:   Alliance will pay a tax escalation for its
concourse space only if the previous tenant of such space was subject to a tax
escalation.  The base year for any such escalation will be the average
of 2000/01 and 2001/02 (Sup15, §23(g)).


      
        
           


        

        
          16

          
            

          

        

        
           


        

      


      EXPENSE
ESCALATION

       

      
        	
                Floor

              	
                Base

              	
                Percentage

              
	
                Ground
      (part)

              	
                Expenses
      for 1999 calendar year (Sup13 §3(c)(3)).

              	
                0.483%

                (Sup13
      §3(c)(4))

              
	
                2,
      8, 9, 11-14

              	
                Expenses
      for 2001 calendar year (Sup15 §3(d)(ii)).

              	
                15.67%

                (Sup15
      §3(d)(iv); Sup19 §2(c))

              
	
                15

              	
                Expenses
      for 1999 calendar year (Sup12 §3(a)(4)(c)).

              	
                2.290%

                (Sup12
      §3(c)(4)(d))

              
	
                16

              	
                Expenses
      for 1999 calendar year (Sup12 §3(b)(4)(c)).

              	
                2.290%

                (Sup12
      §3(b)(4))

              
	
                17

              	
                Expenses
      for 2001 calendar year (Sup16 §3(d)(iii); Sup17 §3(d)(iii); Sup18
      §3(d)(iii)), except for the Sup22 17th
      floor space, for which it is 2004 (Sup22 §3(d)(iii)).

              	
                2.288%
      (Sup16 §3(d)(iv); Sup17 §3(d)9iv); Sup18 §3(d)(iv) and Sup22
      §3(d)(iv))

              
	
                31
      (part), 33, 34

              	
                Expenses
      for 1995 calendar year (Sup7 §3(f)(iii); Sup9 §4(e)).

              	
                5.450%

                (Sup7
      §3(f)(iv))

              
	
                31
      (part)

              	
                Expenses
      for 2008 calendar year (Sup24 §3(d)(iii)).

              	
                1.43%

                (Sup24
      §3(d)(iv))

              
	
                32

              	
                Expenses
      for 1993 calendar year (Sup6 §3(b)(iii)).  As of 11/01/09,
      changed to expenses for calendar year 1995 (Sup9 §4(e)).

              	
                2.290%

                (Sup6
      §3(b)(iv))

              
	
                35

              	
                Expenses
      for 2000 calendar year (Sup14 §3(a)(4)(c)).

              	
                2.290%

                (Sup14
      §3(a)(4)(d))

              
	
                36

              	
                Expenses
      for 2000 calendar year (Sup14 §3(b)(4)(c)).

              	
                2.290%

                (Sup14
      §3(b)(4)(d))

              
	
                37
      (NE Cor.) and 38

              	
                $6,509,748  (orig
      §5.01(a)(i)).  As of 11/01/09, changed to expenses for 1995
      calendar year (Sup9 §4(e)).

              	
                3.000%

                (orig
      §5.01(a)(iv))

              
	
                37
      (NW Cor.)

              	
                $6,509,748  (orig.
      §5.01(a)(i)).  As of 11/01/09, changed to expenses for 1995
      calendar year (Sup9 §4(e)).

              	
                0.650%

                (orig.
      §46.01(b))

              
	
                37
      (SE Cor.)

              	
                $6,509,748  (Sup1
      §5.01(a)(i)).  As of 11/01/09, changed to expenses for calendar
      year 1995 (Sup9 §4(e)).

              	
                0.330%

                (Sup1
      §3(c))

              
	
                37
      (SW Cor.)

              	
                Expenses
      for calendar year 1989 (Sup5 §3(b)(iii)).  As of 11/01/09,
      changed to expenses for calendar year 1995 (Sup9 §4(e)).

              	
                0.659%

                (Sup5
      §3(b)(iv)

              
	
                39

              	
                Expenses
      for calendar year 1989 (Sup4 §3(b)(iii)).  As
      of  11/01/09, changed to expenses for calendar year 1995 (Sup9
      §4(e)).

              	
                2.290%

                (Sup4
      §3(b)(iv))

              
	
                40,
      41, 45

              	
                Expenses
      for calendar year 1995 (Sup9 §4(d)9iii)).

              	
                6.865%
      (Sup11 §2(c))

              
	
                42

              	
                Expenses
      for calendar year 1989 (Sup25 §3(d)(iii)(a)).  As of 5/1/11,
      changed to expenses for calendar year 2008 (Sup25
      §3(d)(iii)(b)).

              	
                2.38%

                (Sup25
      §3(d)(iv))

              
	
                43
      and 44

              	
                Expenses
      for calendar year 2008 (Sup26 §3(d)(iii)).

              	
                4.73%

                (Sup26
      §3(d)(iv))

              


      

       

      
        
           


        

        
          17

          
            

          

        

        
           


        

      


      Management
Fee:  The management fee included in building expenses is an
amount equal to the greater of (a) $152,250, and (b) the product of $152,250
multiplied by a fraction the numerator of which is building expenses (exclusive
of management fees for such year) and the denominator of which is $6,357,498
(orig §5.01(a)(v)).

      


      Payment
Frequency:  Monthly, equal to 1/12th of
Alliance’s share of previous comparative year’s annual escalation over the base
year, subject to adjustment for reasonably anticipated increases (orig
§5.01(b)(1)).

      


      Audit/Dispute:  Landlord’s
expense statements given to Alliance are final and determinative unless Alliance
challenges such statement in writing (which will also set forth the basis of
such challenge with particularity) within 90 days (Sup7 §6(d)) of
receipt.  Alliance must make payments in accordance with the statement
pending dispute resolution.  So long as Alliance has continued to pay
the expense escalation pursuant to Landlord’s statements, Alliance has the right
to examine Landlord’s books and records provided such examination is commenced
within 60 days and concluded within 90 days (Sup7 §6(d)) following the rendition
of the expense statement in dispute.  Landlord and Alliance will
resolve the dispute by arbitration with 3 arbitrators, each of whom will have at
least 10 years experience in the operation and management of major Manhattan
office buildings (orig. §5.01(b)(2)).

      


      Concourse
Space:  Alliance will pay an expense escalation for its
concourse space only if the previous tenant of such space was subject to an
expense escalation.  The base year for any such escalation will be
calendar year 2001 (Sup15, §23(g)).

      


      Building Square
Footage  Total rentable area of the building is 1,540,000 sf
for expense escalation purposes (orig. §5.01 (a)(iv)).

       

      
        
           


        

        
          18

          
            

          

        

        
           


        

      


      CLEANING

       

      Cleaning services are provided by the
Cleaning Contractor pursuant to two separate agreements, one covering the office
space and the other covering the ground floor space.  The following
summary is applicable to both such agreements.  Unless otherwise
noted, the section references are also applicable to both
agreements.

       

      
        	
                Services:

              	
                The
      Cleaning Contractor provides certain cleaning services for the office
      areas and lavatories of the demised premises (§1(a)).  The
      cleaning services provided do not include the cleaning of below-grade
      space, kitchen, pantry or dining space, storage, shipping, computer or
      word-processing space, or private or executive lavatories
      (§1(b)).  The Cleaning Contractor is not responsible for
      removing debris and rubbish from areas under construction in the demised
      premises (§2).  The quality of the cleaning services will be
      comparable to that provided in first class buildings in midtown Manhattan
      (§1(a)).

                 

              
	
                Access:

              	
                The
      Cleaning Contractor has access to the demised premises from 6 p.m. to 2
      a.m. on business days.  The Cleaning Contractor has the right to
      use Alliance’s light, power and water, as reasonably required
      (§1(a)).

                 

              
	
                Term:

              	
                The
      cleaning agreements are co-terminous with the Lease (§2).

                 

              
	
                Fee:

              	
                Alliance
      pays the Cleaning Contractor, for the office space, a fixed monthly fee of
      $310,465.73, plus an amount equal to the fee for Floor 36 multiplied by
      the percentage increase in the labor rate in 2000 over 1999, plus an
      amount equal to the fee for Floors 2, 8, 9, 11-14 multiplied by the
      percentage increase in the labor rate in 2001 over 2000, plus an amount
      equal to the fee for Floor 10 multiplied by the percentage increase in the
      labor rate in 2001 over 2000  (CAO §3; CAO-2 §3; CAO-3 §3; CAO-4
      §3; CAO-5 §3; CAO-6 §3; CAO-7 §3; CAO-8 §3; CAO-9 §3; CAO-11
      §3).  Alliance pays the Cleaning Contractor a fixed monthly fee
      of $2,833.33 for the ground floor space (CAG §3).  The fixed
      monthly fee for cleaning the office space will increase by $11,087.73 plus
      an adjustment based on the increase in the labor rate in 2008 over 2007
      with the addition of remainder of Floor 31 to demised premises (CAO-10 §3)
      and will increase by $36,604.68 plus an adjustment based on the increase
      in the labor rate in 2008 over 2007 with the addition of Floor 10 to
      demised premises (CAO-12 §3).  The fixed monthly fee is
      inclusive of sales tax and is payable in advance on the first of each
      month (§3).  Payment for any additional cleaning services will
      be made by Alliance within 20 days of demand. The cost of such additional
      services must be comparable to services provided in comparable buildings
      (§1(a)).  In addition to the fixed fee, Alliance pays the
      Cleaning Contractor a percentage of annual increases in cleaning costs
      (which annual increases are equal to the annual percentage increase in
      porters’ wages over a porter’s wage base year) over an amount representing
      base year cleaning costs.  The percentage for the office space
      is 53.899% (CAO §3 and §4; CAO-2 §3; CAO-3 §3; CAO-4 §3; CAO-5 §3; CAO-6
      §3; CAO-7 §3; CAO-8 §3; CAO-9 §3; CAO-11 §3) and 0.483% for the ground
      floor space (CAG §4).  The percentage for the office space will
      increase by 1.46% (CAO-10 §3) to with the addition of the remainder of
      Floor 31 and will increase by 4.82% with the addition of Floors 43 and
      44.  The other variables in such calculation are as
      follows:

              


      

       

      
        
           


        

        
          19

          
            

          

        

        
           


        

      

      


      
        	
                Floor

              	
                Base Year for

                Porter’s Wages

              	
                Base for Cleaning Costs

              
	
                Ground
      (part)

              	
                1999
      (CAG §4)

              	
                $6,286,271.55
      (CAG §4)

              
	
                2,
      8-14

              	
                2001
      (CAO-5, §4)

              	
                $6,444,056.97
      (CAO-5, §4)

              
	
                15
      and 16

              	
                1999
      (CAO-3 §4)

              	
                $6,247,986
      (CAO-3, §4)

              
	
                17
      (except for the part demised by Sup22)

              	
                2001
      (CAO-6 §4; CAO-7 §4; CAO-8 §4)

              	
                $6,629,645.81

              
	
                17
      (the part demised by Sup22)

              	
                2004
      (CAO-9 §4)

              	
                $7,606,434.69
      (CAO-9 §4)

              
	
                31
      (part) , 32-34, 37-41 and 45

              	
                1995
      (CAO §4(a)(i))

              	
                $5,827,772
      (CAO §4(a)(iii))

              
	
                31
      (the part demised by Sup24)

              	
                2008
      (CAO-10 §4)

              	
                $8,408,948.97
      (CAO-10 §4)

              
	
                35
      and 36

              	
                2000
      (CAO-4 §4)

              	
                $6,381,693
      (CAO-4 §4)

              
	
                42

              	
                2008
      (CAO-11 §4)

              	
                $8,408,948.97
      (CAO-11 §4)

              
	
                43
      and 44

              	
                2008
      (CAO-12 §4)

              	
                $8,408,948.97
      (CAO-12 §4)

              


      

       

      
        
           


        

        
          20

          
            

          

        

        
           


        

      

      


      
        	
                Dispute
      with Cleaning Contractor:

              	
                If
      Alliance believes that the Cleaning Contractor is not adequately
      performing under a cleaning agreement, and the Cleaning Contractor has not
      corrected such inadequate performance within 10 days after notice,
      Alliance may arbitrate whether the Cleaning Contractor is adequately
      performing.  If a majority of the required arbitrators find that
      the Cleaning Contractor is not adequately performing, then the Cleaning
      Contractor will correct such inadequate performance within 10 days of such
      finding.  If Contractor fails to do so, Alliance may terminate
      the cleaning agreement upon 10 days notice. (§5).

                 

              
	
                Default
      by Alliance:

              	
                If
      Alliance fails to make a payment due under a cleaning agreement within 15
      days of notice of such failure, the Cleaning Contractor may, upon 10 days
      notice terminate the cleaning agreement if Alliance also fails to make
      such payment within such 10 day period.  In case of such
      termination, Alliance may only use the approved cleaning contractor for
      the building (§6).  If a payment is not made within 3 days of
      notice of such failure, such payment accrues interest from the due date at
      prime rate, provided that Cleaning Contractor is not obligated to give
      such notice more than twice a year (§12).

                 

              
	
                Rent
      Credit:

              	
                Alliance
      is entitled to a credit against the monthly installment of fixed rent in
      the amount of $169,479.10 per month (Sup9 §4(c); Sup10 §2(c); Sup11 §2(c);
      LTR1; Sup12 §3(a)(3) and §3(b)(3); Sup14 §3(a)(3) and §3(b)(3); Sup15
      §3(c)) Sup16 §3(c); Sup17 §3(c); Sup18 §3(c) and Sup22 §3(c) plus an
      amount equal to the credit for Floor 36 multiplied by the percentage
      increase in the labor rate in 2000 over 1999 (Sup14
      §3(b)(3)).  The monthly credit will increase by (i) $92,734.38
      plus an adjustment based on the increase in the labor rate in 2001 over
      2000 with the addition of Floors 2, 8, 9, 11-14 to the demised premises
      (Sup15 §3(c); Sup19 §2(c)), (ii) by $13,296.17 plus an adjustment based on
      the increase in the labor rate in 2001 over 2000 with the addition of
      Floor 10 to the demised premises (Sup19 §3(c)); (iii) by $11,087.72 plus
      an adjustment based on the increase in the labor rate in 2008 over 2007
      with the addition of remainder of Floor 31 to the demised premises (Sup24
      §3(c)); (iv) by $220,539.40 plus an adjustment based on the increase in
      the labor rate in 2008 over 2007 on May 1, 2011 (Sup25 §3(c)); and (v) by
      $439,256.17 plus an adjustment based on the increase in the labor rate in
      2008 over 2007 on May 1, 2011.

                 

              
	
                Termination
      of Cleaning Agreement:

              	
                In
      the event the cleaning agreement for the office space is terminated,
      Landlord will provide cleaning services and Alliance will pay Landlord on
      a monthly basis for the office space (assuming that all of the office
      space demised under the lease is delivered to Alliance at that time)
      60.17% (Sup26 §7(a)) of annual increases in cleaning costs (which annual
      increases are equal to annual percentage increases in porter’s wages) over
      Landlord’s cleaning costs for the entire building during the first full
      calendar year after the Cleaning Agreement’s termination (orig. §6.04, as
      modified by Sup9 §8(a)).  Landlord’s cleaning cost escalation
      statements are final and determinative unless Alliance challenges such
      statement in writing within 90 days (Sup7 §6(d)) of
      receipt.  Alliance must make payment in accordance with such
      statement pending dispute resolution.  Landlord and Alliance
      will resolve any dispute by arbitration with 3 arbitrators, each of whom
      will have at least 10 years’ experience in the operation and management of
      major Manhattan office buildings (orig.
  §6.01(d)).

              


      

      


      Total
rentable area of the building is 1,515,000 sf for cleaning cost escalation
purposes.


      
        
           


        

        
          21

          
            

          

        

        
           


        

      


      MAINTENANCE &
REPAIRS

      


      
        	
                Alliance’s
      Responsibility

              	
                Alliance
      will make repairs to the demised premises necessitated by its acts,
      omissions, occupancy or negligence (except for fire or other casualty
      caused by Alliance’s negligence if Landlord’s insurance is not invalidated
      thereby) (orig. §9.01).

                 

              
	
                Landlord’s
      Responsibility

              	
                Landlord
      will maintain the building and its common areas in a manner appropriate to
      a first class office building.  The building exterior, the
      window sills outside the window and the windows are not part of the
      demised premises (orig. §9.01).

              


      

       

      
        
           


        

        
          22

          
            

          

        

        
           


        

      


      
        ALTERATIONS

      

      


      
        	
                Approval:

              	
                All
      alterations require Landlord’s prior written approval, which will not be
      unreasonably withheld or delayed, provided that it does not (1) affect the
      structural integrity of the building, (2) affect the exterior of the
      building, or (3) adversely affect the building’s systems without, in
      Landlord’s opinion, adequate mitigation (orig. §8.01).

                 

              
	
                Landlord’s
      Reimbursement:

              	
                Alliance
      will reimburse Landlord’s out-of-pocket costs incurred in reviewing
      alterations (orig. §8.01).

                 

              
	
                Contractors:

              	
                Landlord’s
      affiliate will act as general contractor for any alteration work performed
      anywhere in the demised premises for one year after the delivery of the
      2nd
      and 8th-14th
      floors, for a fee not to exceed 6% of the aggregate cost of such
      work.  In acting as general contractor, Landlord’s affiliate
      will obtain competitive bids from at least 3 subcontractors approved by
      Landlord for each category of work, except that there is only one approved
      subcontractor for air conditioning balancing work (although Alliance may
      have another subcontractor verify the work) and there are only 2
      unaffiliated subcontractors for the base building work (Sup15
      §6(a)).  Alliance and Plaza Construction Corp., Landlord's
      affiliate, have subsequently entered into that certain Master Agreement
      dated January 27, 2004 pursuant to which Plaza Construction Corp. will
      provide construction management services to Alliance in respect of
      construction projects at the building.  Landlord must have given
      its approval of any contractors performing
      alterations.  Alliance will inform the Landlord of the name of
      any contractors or subcontractors Alliance proposes to do any alterations
      at least 10 days prior to work commencement (orig. §8.01
      2(a)).

                 

              
	
                Insurance
      Certificates:

              	
                Prior
      to commencing any alterations, Alliance will deliver to Landlord an
      insurance certificate evidencing the existence of workmen’s compensation
      insurance covering all persons involved in such alterations and reasonable
      comprehensive general liability and property damage insurance with
      coverage of at least $1 million single limit (orig.
§8.01(7)).

                 

              
	
                Records:

              	
                Alliance
      will keep records of alterations exceeding $25,000 in cost and provide
      copies of such records to Landlord within 45 days of demand (orig.
      §8.07).

                 

              
	
                38th/39th
      Floor Staircase:

              	
                Alliance
      has the right to install a staircase between the 38th
      and 39th
      floors provided that Landlord approves the plans therefor and the
      staircase is installed in compliance with Articles 8 and 45 of the lease
      (Sup4 §14).

                 

              
	
                Expiration
      of Term:

              	
                All
      improvements installed by Landlord are the property of the Landlord (orig.
      §8.03) and all permanent improvements (including, therefore, any kitchen,
      pantry or dining room) will remain at the expiration of the term without
      Alliance being obligated to remove such permanent
      improvements.  (orig. §8.04)  All fixtures (other than
      trade fixtures) installed by Landlord become the property of the Landlord,
      and will remain as part of the demised premises, upon expiration of the
      lease.  All furnishings and trade fixtures supplied by Alliance
      at its expense are Alliance’s property and, with regard to Alliance’s
      furniture and movable office equipment only (Sup7 §6(e)), will be removed
      upon the expiration of the lease term following the lease expiration
      unless Landlord notifies Alliance (within 30 days after Alliance’s notice,
      which notice will be given at least 3 months prior to expiration of the
      lease term) that such property may remain in the demised premise following
      the lease term expiration (orig. §8.05).  Alliance has no
      obligation to remove any staircases in the demised premises (Sup9
      §21).

              


      


      
        
           


        

        
          23

          
            

          

        

        
           


        

      


      MISCELLANEOUS MATTERS
RELATING TO IMPROVEMENTS

       

      
        	
                Emergency
      Generator:

              	
                Alliance
      is permitted to install a 2800 KW Detroit diesel emergency generator
      back-up power system in specified locations in the building (Sup27
      §2(b)).  Alliance is permitted to connect the back-up power
      system to the building’s emergency generator system.  Up to 1500
      KW of the power generated by the back-up power system will back-up the
      building’s emergency generator system (Sup27 §2(d)).  Landlord
      will operate and maintain the back-up power system at Alliance’s expense
      and, as part of such obligation, Landlord will enter into a maintenance
      contract for same subject to the reasonable approval of Alliance (Sup27
      §2(d)).  Alliance is obligated to pay a one-time fee for such
      emergency generator rights equal to $75,000, adjusted for inflation based
      on increases in the Consumer Price Index (Sup27
      §2(f)).  Alliance will pay for its proportionate share (based on
      KW capacity) of fuel purchased for the emergency generator system and has
      the right, subject to Landlord’s reasonable approval, to install its own
      fuel storage tanks (Sup27 §2(g)).  The back-up power system will
      remain and not be removed at the end of the lease term (Sup27
      §2(i)).  Alliance has, through 1/31/10, a limited right of first
      offer to lease space to install another emergency
      generator.  Alliance has 15 days to accept any such offer (Sup27
      §3).

                 

              
	
                Communications
      Antenna or Dish:

              	
                Alliance
      has the right, subject to the other alteration provisions of the Lease and
      to all applicable legal requirements, to install a communications antenna
      or dish on the roof in a location reasonably determined by
      Landlord.  Landlord may require Alliance to relocate the
      antenna, at Landlord’s expense, to mitigate interference with other uses,
      so long as the antenna is able to function in its relocated position,
      provided that if such relocation does mitigate the interference, Landlord
      may require Alliance to remove the antenna so long as no other antennas
      are allowed to be installed on the roof and Landlord bears the cost of
      such removal and the unamortized value of the antenna.  If
      deemed reasonably advisable by Landlord’s engineer, Landlord will, at
      Alliance’s expense, reinforce the area under the antenna and, upon lease
      expiration, Alliance will remove the antenna and restore any damage caused
      thereby.  Alliance will pay Landlord one-half of fair market
      rent for the roof space used by the antenna.  Alliance, under
      Landlord’s supervision (the cost of which Alliance is obligated to
      reimburse, has access to the roof and other areas of the building as
      reasonably necessary to maintain and repair the antenna (Sup9
      §20).

                 

              
	
                Communications
      Wiring:

              	
                Landlord
      will provide Alliance a reasonable area in a common vertical riser shaft
      in the building for the installation of data, communications and security
      system cabling.

                 

              
	
                Initial
      Fit-Out of Balance of 31st Floor:

              	
                Alliance,
      at its expense, will prepare a complete set of plans for the work, which
      is subject to the reasonable approval of Landlord (orig.
      §45.01).  Although Alliance is permitted to use its own
      engineer, such plans ultimately are subject to the reasonable approval of
      Landlord’s designated engineer.  There is no deadline for the
      delivery to Landlord of the plans for Alliance’s initial fit-out (Sup24
      §6(a)).  Landlord will provide Alliance with a $762,240
      allowance for the hard costs and certain soft costs of the
      fit-out.  The allowance can be disbursed in installments upon
      Alliance’s request and any unused portion will be credited against fixed
      rent (Sup24 §6(b)(i)).  Alliance may use the allowance to pay
      for construction work undertaken in the demised premises leased prior to
      Sup24, but if Alliance draws on the allowance prior to May 1, 2010 then
      the allowance will be reduced by the future value of the amount drawn upon
      calculated at 6% per year (Sup24 §6(b)(ii)).

                 

              
	
                Initial
      Fit-Out of 42nd
      Floor:

              	
                Alliance,
      at its expense, will prepare a complete set of plans for the work, which
      is subject to the reasonable approval of Landlord (orig.
      §45.01).  Although Alliance is permitted to use its own
      engineer, such plans ultimately are subject to the reasonable approval of
      Landlord’s designated engineer.  There is no deadline for the
      delivery to Landlord of the plans for Alliance’s initial fit-out (Sup25
      §6(a)).  Landlord will provide Alliance with a $1,266,090
      allowance for the hard costs and certain soft costs of the
      fit-out.  The allowance can be disbursed in installments upon
      Alliance’s request and any unused portion will be credited against fixed
      rent (Sup25 §6(b)).  If, however, Alliance draws on the
      allowance prior to May 1, 2011 then the allowance will be reduced by the
      future value of the amount drawn upon calculated at 6% per year (Sup25
      §6(b)(ii)).

                 

              
	
                Initial
      Fit-Out of 43rd
      and 44th
      Floors:

              	
                Alliance,
      at its expense, will prepare a complete set of plans for the work, which
      is subject to the reasonable approval of Landlord (orig.
      §45.01).  Although Alliance is permitted to use its own
      engineer, such plans ultimately are subject to the reasonable approval of
      Landlord’s designated engineer.  There is no deadline for the
      delivery to Landlord of the plans for Alliance’s initial fit-out (Sup26
      §6(a)).

              


      

       

      
        
           


        

        
          24

          
            

          

        

        
           


        

      


      
        SNDA &
ESTOPPEL

         

      

      
        	
                Subordination,
      Non-Disturbance and Attornment:

              	
                The
      Lease is subordinate to all present and future mortgages and ground leases
      only to the extent Alliance receives a subordination, non-disturbance and
      attornment agreement from the holder thereof (orig. §11.01; Sup15
      §8).  Alliance will not exercise any right to terminate the
      lease due to an act or omission of Landlord without first giving notice of
      such act or omission to any mortgagee or ground lessor of which Alliance
      has been notified and giving such mortgagee or ground lessor an
      opportunity to cure such act or omission within a reasonable period of
      time after such notice provided that such mortgagee or ground lessor
      notifies Alliance that it will commence and continue to remedy such act or
      omission (orig. §11.02).  Alliance and the property’s mortgagee
      are parties to a subordination, non-disturbance and attornment agreement
      (SNDA-M).  Alliance and the property’s ground lessor are parties
      to a subordination, non-disturbance and attornment agreement
      (SNDA-G).

                 

              
	
                Estoppel:

              	
                Alliance
      will provide an estoppel certificate within 10 days after Landlord’s
      request.  The estoppel certificate will certify:

                 

                (a) that the Lease is
      unmodified and in full force and effect or, if there has been any
      modification that the same is in full force and effect as modified and
      state any such modification;

                 

                (b) whether the term of the
      Lease has commenced and rent become payable thereunder; and whether
      Alliance has accepted possession of the demised premises;

                 

                (c) whether or not there are
      then existing any defenses or offsets which are not claims under paragraph
      (e) below against the enforcement of any of the agreements, terms,
      covenants, or conditions of the Lease any modification thereof upon the
      part of Alliance to be performed or complied with, and, if so, specifying
      the same;

                 

                (d) the dates to which the
      fixed annual rent, and additional rent, and other charges hereunder, have
      been paid; and

                 

                (e) whether or not Alliance has
      made any claim against Landlord under the Lease and if so the nature
      thereof and the dollar amount, if any, of such claim (orig.
      §36).

              


      


      
        
           


        

        
          25

          
            

          

        

        
           


        

      


      
        INSURANCE AND
LIABILITY

      

       

      
        	
                Insurance:

              	
                Alliance
      will reimburse Landlord for any increases in Landlord’s fire insurance
      caused by Alliance (orig. §10.03).

                 

              
	
                Landlord

              	
                Landlord
      is not liable for damage or injury to property or persons unless caused by
      or due to the negligence of Landlord or its agents, servants or employees
      (orig. §12.01).  Alliance will look solely to Landlord’s estate
      in the Building for the satisfaction of any judgment (orig.
      §12.05).

                 

              
	
                Alliance:

              	
                Alliance
      will reimburse Landlord for all costs incurred by Landlord that Landlord
      does not recover from insurance resulting from Alliance’s breach under the
      lease, by reason of damage or injury caused by Alliance in connection with
      the moving of Alliance’s property except as provided in the lease, and by
      reason of the negligence of Alliance or its agents, servants or employees
      in the use or occupancy of the demised premises (orig.
      §12.03).  Alliance will indemnify, defend and save Landlord
      harmless from any liability arising from Alliance’s use of the demised
      premises, breach of the lease, or holding over, except for any liability
      arising from Landlord’s negligence (orig. 35.01).

                 

              
	
                Waiver
      of Subrogation

              	
                Both
      parties are required to obtain waivers of their insurer’s rights of
      subrogation provided that such waiver does not result in an additional
      expense to the party waiving the right of subrogation, unless the other
      party agrees to be responsible for such additional expense (orig.
      §12.06(a) and (b)).

              


      


      
        
           


        

        
          26

          
            

          

        

        
           


        

      


      
        USE

      

       

      
        	
                General:

              	
                The
      demised premises are permitted to be used for executive and general
      offices (orig. §2).  Landlord represents that such use does not
      violate the certificate of occupancy for the demised premises (orig.
      §17).  The demised premises may not be used for a banking office
      open to street traffic or certain other undesirable businesses (orig.
      §42.01).

                 

              
	
                Dwyer
      Unit:

              	
                Alliance
      may, subject to Landlord’s consent which may not be unreasonably withheld,
      install in the demised premises a Dwyer Unit at its sole cost expense
      provided that:

                 

                (a)  it
      is used for Alliance’s employees and guests;

                 

                (b)  no
      installation of ventilation equipment is required and no odors emanate
      from the demised premises from the use thereof;

                 

                (c)  no
      additional air conditioning service is required thereby;

                 

                (d)  use
      of the unit is expressly subject to the extra cleaning and water
      consumption provisions of the lease; and

                 

                (e)  Alliance
      will engage an extermination service (orig. §49.01; Sup7
§18).

                 

              
	
                Dining:

              	
                Alliance
      may, subject to Landlord’s consent which may not unreasonably be withheld,
      install a dining room with kitchen for use by Alliance’s employees and
      guests in the demised premises (Sup7 §18), provided that such facilities
      (a) comply with all applicable laws, (b) are properly ventilated and (c)
      all wet garbage is bagged and stored so that no odor emanates therefrom
      (orig. §49.06).  If Alliance installs such facilities, then (a)
      Alliance will pay landlord the cost of an extermination service and (b)
      will have a refrigerated garbage storage room or other means of disposing
      of garbage therefrom reasonably satisfactory to Landlord (orig. 32.08 (as
      modified by Sup9 §6(b)); orig. §49.02), but such refrigerated room will
      only be required if such wet garbage creates an odor or pest problem
      (orig. §49.02).  Alliance may install additional dining
      facilities on any floor of the demised premises comparable to the dining
      facility located on the 39th
      floor (as it existed as of 8/16/94).  (Sup9 §25)

                 

              
	
                Corporate
      Training Facility:

              	
                Subject
      to the other terms of the lease and all applicable laws, Alliance may use
      a portion of the demised premises for a corporate training facility (Sup5
      §11(c)).

                 

              
	
                Concourse:

              	
                Subject
      to the following sentence, the portion of demised premises located on the
      concourse may be used for storage, mailroom, computer printing room,
      incidental office, dining room or cafeteria purposes and any other legal
      purpose (Sup15 §23(e)).  The portion of the demised premises
      located on the concourse and leased pursuant to Sup23, however, may be
      used only for storage purposes except that Alliance may also install
      electrical switches therein in certain specified
      locations  (Sup23 §4).

              


      

       

      
        
           


        

        
          27

          
            

          

        

        
           


        

      


      
        TERM

      

       

      
        	
                Expiration
      Date:

              	
                December
      31, 2019 (Sup15 §12(a)).

                 

              
	
                Early
      Termination (45th
      Floor):

              	
                Provided
      Alliance never occupies the 45th
      floor, Alliance may upon written notice to Landlord given on or before
      1/1/15, terminate the Lease with respect to the 45th
      floor effective 12/31/16 without penalty (Sup15, §21).

                 

              
	
                Landlord’s
      5 Year Extension Option:

              	
                ·

              	
                Landlord
      may upon written notice to Alliance given on or before 11/30/16, extend
      the term from 12/31/19 to 12/31/24 (Sup15 §13(a)(i)).

                 

              
	 
      	
                ·

              	
                Fixed
      annual rent during such extension period would be at the rate of the
      average fixed annual rent per s.f. being paid by Alliance on 12/30/19 for
      all of its space in building (other than ground floor, concourse or
      subconcourse space).  The method of calculating escalations
      would remain unchanged for such period (Sup15 §13(a)(ii) and (iii); Sup21
      §9(a)).

                 

              
	
                Alliance’s
      5 Year Extension Option:

              	
                ·

              	
                If
      Landlord extends the term to 12/31/24 as provided above, then on or before
      12/31/16, Alliance may extend the term to 12/31/29 (Sup15
      §13(b)).

                 

              
	 
      	
                ·

              	
                Fixed
      annual rent during such extension period would be at the rate of the
      average fixed annual rent per s.f. being paid by Alliance on 12/30/19 for
      all of its space in the building (other than concourse or subconcourse
      space).  The method of calculating escalations would remain
      unchanged for such period (Sup15 §13(b)).

                 

              
	 
      	
                ·

              	
                Upon
      exercise of this 5 year extension option, Alliance loses its right to
      exercise its 10 year extension option described below.

                 

              
	
                Alliance’s
      10 Year Extension Option:

              	
                ·

              	
                Alliance
      has the option to extend the term for 10 years (Sup9 §12(a)) to expire on
      12/31/29 if Landlord does not exercise its 5 year extension option, or
      12/31/34 if Landlord does exercise its 5 year extension option and
      Alliance does not exercise its 5 year extension option.

                 

              
	 
      	
                ·

              	
                If
      Landlord does not exercise its 5 year extension option, the exercise
      deadline for Alliance’s 10 year extension option is no later than 1/31/17,
      but no earlier than 12/1/16 (Sup15 §13(c)).  If Landlord does
      exercise its 5 year extension option and Alliance does not exercise its 5
      year extension option, then the exercise deadline for Alliance’s 10 year
      extension option is 12/31/21 (Sup9 §12(a)(i)).

                 

              
	 
      	
                ·

              	
                As
      conditions to the exercise of Alliance’s 10 year extension option, as of
      the date of exercise and as of the first day of the extension period (i)
      Alliance can not be in default of beyond applicable notice and grace
      periods of its obligation to pay fixed annual rent, tax escalations and
      expense escalations, and (ii) Alliance and its affiliates must occupy at
      least 200,000 rsf (Sup9 §12(a)(ii) and (iii)).

                 

              
	 
      	
                ·

              	
                The
      fixed annual rent for Alliance’s 10 year extension period is 95% of fair
      market rent determined as of 36 months before what would have been the
      expiration of the term if the term had not been extended by Alliance’s ten
      year extension option, as determined by Landlord and notified to Alliance
      in writing within 30 days thereafter, plus an increase in proportion to
      the increase over such 36 month period of the average of the CPI for Urban
      Consumers and CPI for Urban Wage Earners (both New York, NY-Northeast NJ,
      base year 1982-84 =100, “All Items”) (Sup9 §12(b)).  If Alliance
      disputes Landlord’s determination of the rent, then Landlord and Alliance
      will resolve the dispute according to a specified arbitration process
      (Sup9 §12(b) and §16).

                 

              
	 
      	
                ·

              	
                For
      purposes of calculating real estate tax escalations, the base year during
      such extension period is 2019/20 if Landlord does not exercise its 5 year
      extension option, or 2024/25 if Landlord does exercise its 5 year
      extension option (Sup9 §12(c)(i); Sup15 §13(b) and (c)).  For
      purposes of calculating expense escalations, the base year for building
      expenses during such extension period is calendar year 2019 if Landlord
      does not exercise its 5 year extension option, or calendar year 2024 if
      Landlord does exercise its 5 year extension option. (Sup9 §12(c)(ii) and
      (iii); Sup15 §13(b) and (c)).

              


      


      
        
           


        

        
          28

          
            

          

        

        
           


        

      


      
        SERVICES

      

       

      
        	
                Electricity:

              	
                See
      page 14.

                 

              
	
                Elevator:

              	
                Passenger:  Service will
      be provided as necessary on business days between 8 am and 6 pm and
      sufficient service at all other times (orig. §32.01).  In case
      of special events at the demised premises, upon 24 hours notice from
      Alliance, Landlord will provide 2 dedicated elevators staffed by Landlord
      personnel, the labor cost of which will be reimbursable by Alliance within
      30 days of demand (Sup9 §24(a)).  Landlord is required to have,
      in 1996, reconfigured the elevators so that the 32nd
      floor and the 37th,
      38th
      and 39th
      floors are served by the same elevators (Sup6, §4(c)).

                 

                Freight:  Landlord will
      provide reasonable freight elevator service on business days from 8 am to
      6 pm and after-hours service at landlord’s established rates (orig.
      §32.01).  During tenant’s initial fit-out of the remainder of
      the 31st
      floor, and the 42nd,
      43rd
      and 44th
      floors, Alliance has priority but not exclusive use of one freight
      elevator and non-priority use of a second freight elevator at no charge
      (Sup14 §13(a); Sup15 §16(a); Sup24 §10(a); Sup25 §10; Sup26
      §10).  Subject to the terms of the alterations provisions and so
      long as Alliance is leasing floors 31 (part) through
      41,  Alliance has the right, at its expense, to make alterations
      so that any elevator servicing Floors 31 (part) through 41 can stop on any
      other floor leased by Alliance (Sup15 §24).

                 

              
	
                HVAC:

              	
                Regular
      Service:
      During regular hours of operation on business days as from time to
      time determined by Landlord, but always at least from 8 am to 6 pm, but
      excluding 9pm to 8 am (orig. §32.02(a)).

                 

              
	 
      	
                After-Hours
      Service:  Available upon reasonable notice at
      Landlord’s established rates, payable upon presentation of bill, provided
      that:

                 

              
	 
      	
                ·

              	
                if
      any other tenants in the same air conditioning zone obtain after-hours
      service, the charge therefore will be equitably pro-rated (orig.
      §32.02(d)), and

                 

              
	 
      	
                ·

              	
                Landlord
      will provide HVAC to Alliance free of charge on any non-business day that
      the New York Stock Exchange is open (Sup9
  §24(b)).

              


      

       

      
        
           


        

        
          29

          
            

          

        

        
           


        

      

       

      
        	 
      	
                Supplemental
      AC: Subject to the lease
      provisions (including the alterations section) and all applicable laws,
      Alliance may at its expense install self-contained package
      air-conditioning units in the demised premises.  Alliance is
      responsible for the maintenance and repair of such
      units.  Alliance may connect such units to any existing
      supplementary air-conditioning systems located in the demised premises as
      of the date the lease commenced with respect to the 37th
      and 38th
      floors (orig. §32.10).  Alliance has the right to install at its
      own expense additional supplemental air conditioning in the demised
      premises subject to service being available from Landlord at Landlord’s
      established per ton per annum connected load and line charge (Sup5
      §11(d)).  Alliance has the right to install a supplemental air
      conditioning system on the 31 (part)-34th,
      and 37th-39th
      floors and Landlord will provide condenser water therefor at a connected
      load and line charge fee of $500 per ton per annum increased after 1991 in
      proportion to the lease’s expense escalations (Sup6 §17;
      Sup7 §19).

              


      

      


      
        	 
      	
                Condenser Water:

                 

              
	 
      	
                ·

              	
                Floors
      2, 8-14:  Alliance has reserved 190 tons of condenser water for
      use on the 2nd
      and 8th-14th
      floors, with an option to reserve up to an additional 80 tons upon written
      notice to Landlord on or before 8/30/04.  Landlord’s charge for
      such condenser water is $568.35 plus annual increases based on the
      percentage increases in building and parking expenses.  Alliance
      begins paying for such condenser water upon use (but no later after 1 year
      after delivery of the 2nd
      and 8th
      through 14th
      floors).  If Alliance requires more than 270 tons of condenser
      water for such space, then Landlord will use best efforts to obtain
      additional condenser from the building’s existing supply and, if
      unsuccessful, will enter into good faith discussions regarding the
      installation of an additional cooling tower and allocation of costs
      relating thereto (Sup15 §16(b)).

                 

              
	 
      	
                ·

              	
                Floors
      15-16:  The 15th
      floor has an existing supply of 12 tons of condenser water and the 16th
      floor has an existing supply of 11 tons of condenser
      water.  Alliance has the right to install at its own expense,
      pursuant to the alterations provisions of the Lease, a supplemental
      air-conditioning system on the 15th
      and 16th
      floors. Alliance was to have reserved its requirements of condenser water
      for such supplemental system from the existing supply on or before May 1,
      1999 and of additional condenser water (up to 100 tons) by June 30, 2001
      (Sup14 §13(b)(ii)).  We have been advised by Judd S. Meltzer Co.
      Inc., however, that Landlord has agreed to reduce such available tonnage
      to 60 tons in exchange for increasing the available tonnage to 100 tons
      with respect to Floors 35-36.  Landlord’s charge for such
      condenser water is $552/ton per annum plus annual increases over a 1997
      base year  (Sup12 §14).

                 

              
	 
      	
                ·

              	
                Floors
      2, 8-14, 17 (part):  Alliance was required to notify the
      Landlord of the amount of additional condenser water required by Alliance
      for its premises on Floors 2, 8-14 and 17 (part), which amount cannot
      exceed 20 tons, by August 31, 2002.  Alliance begins paying
      for such condenser water upon use at a rate equal to $594.90 per ton per
      annum increased annually from 2001 at the same percentage rate that
      building operating expenses increase (Sup16 §10(b)).

                 

              
	 
      	
                ·

              	
                Floors
      31 (part) - 34, 40, 41, 45:  We have been advised by Judd S.
      Meltzer Co. Inc. that Alliance has exercised its right to have Landlord
      supply Alliance with 250 tons condenser water for use in supplemental air
      conditioning units on Floors 31 (part)-34 or 40, 41 and 45 at a cost
      $250/ton/yr for the first 250 tons/yr and $500/ton/yr (plus annual
      increases over the 1994 expenses base year).  Any condenser
      water already being provided for Floors 31(part)-34 and 40, 41 and 45 are
      included in determining such rates.  Alliance pays for the
      condenser water that Landlord has agreed to commit to Alliance, regardless
      of whether Alliance actually uses it (Sup9 §24(f)).

                 

              
	 
      	
                ·

              	
                Floors
      35-36:  Alliance may purchase up to 60 tons (in the aggregate)
      of condenser water for use in connection with its supplemental
      air-conditioning on the 35th
      and 36th
      floors. We have been advised, however, by Judd S. Meltzer Co. Inc. that
      Landlord has agreed to increase such available tonnage to 100 tons in
      exchange for reducing the available tonnage of additional condenser water
      to 60 tons with respect to Floors 15-16.  Alliance must reserve
      the condenser water it wishes to purchase by February 8, 2001 (in respect
      of the 35th
      floor) and December 31, 2001 (in respect of the 36th
      floor) Landlord’s charge for such condenser water is $568.35/ton per annum
      plus annual increases over a 1999 base year  (Sup14
      §13(b)).

                 

              
	 
      	
                Standards:

                 

              
	 
      	
                ·

              	
                indoor
      conditions to be 75° 50% RH when outdoor conditions are 92° DB and 74° WB;
      indoor conditions to be 70° when outdoor conditions are 11°

                 

              
	 
      	
                ·

              	
                outdoor
      air at a minimum of 20 cfm per person

                 

              
	 
      	
                assumes
      occupancy of 1 person per 100 usf, electric demand load of 5 watts per
      usf, and appropriate use of blinds (Sup9
  §24(c)(ii)).

              


      

       

      
        
           


        

        
          30

          
            

          

        

        
           


        

      

      


      
        	
                Water:

              	
                Landlord
      is required to supply an adequate quantity for ordinary lavatory,
      drinking, cleaning and pantry purposes.  Water consumed for any
      additional purposes is subject to charge therefor and, separate
      metering.  Alliance is subject to charge and separate metering
      for water used for any additional purposes.

                 

              
	
                Housekeeping
      Supplies:

              	
                Landlord
      must approve, in its reasonable discretion, suppliers of laundry, linen,
      towels, drinking water, ice and similar supplies to be consumed in the
      demised premises.  Landlord may designate exclusive suppliers of
      any such supply provided that such suppliers’ rates and quality are
      comparable to other suppliers (orig. §32.05).

                 

              
	
                Food
      & Beverages:

              	
                Landlord must approve, in
      its reasonable discretion any vendor of food or beverages to be consumed
      in the demised premises (orig. §32.06).

                 

              
	
                Cleaning:

              	
                See
      page 21.

                 

              
	
                Building
      Directory and Concierge:

              	
                Alliance
      is provided with its proportionate share (based upon the same percentage
      used in calculating Alliance’s share of operating expense escalations) of
      listings for itself, and any other person or entity in occupancy of the
      demised premises and their employees.  Landlord may reduce the
      number of such listings provided that Alliance always has its share in
      proportion to the space it occupies in the building (Sup6
      §23).

                 

                So
      long as Alliance and its affiliates are in occupancy of at least 200,000
      rsf, Alliance, at no additional cost, is permitted to station 1 or, if
      practicable, 2 of its employees at the lobby’s concierge desk with a
      telephone, an employee telephone directory, guest passes and an
      identifying sign (Sup9 §10(f)).

                 

              
	
                Signage
      and Flag:

              	
                So
      long as Alliance and its affiliates are in occupancy of at least 200,000
      rsf, Alliance has exclusive right to name the building after itself or,
      subject to Landlord’s consent, any of its affiliates, and Alliance has the
      right to install signage with its name and logo:

                 

                ·      above
      the lobby entrance (which may be illuminated subject to Landlord’s
      reasonable approval, but not neon, and provided that any other exterior
      signage is subject to Alliance’s approval),

                 

                ·      on
      the building plaza kiosks (with signage for the building’s retail tenants
      on such kiosks subject to Alliance’s reasonable approval and any other
      kiosk signage or retail signage subject to Alliance’s
      approval),

                 

                ·      behind
      the lobby concierge desk (which may be illuminated subject to Landlord’s
      reasonable approval, but not neon, and which will be the only sign behind
      the lobby concierge desk, although Landlord may install less prominent
      signage for other tenants elsewhere in the lobby subject to Alliance’s
      reasonable approval), and

                 

                ·      place  “tombstone”
      signs on the building plaza

                 

                If
      occupancy decreases to less than 200,000, Landlord may remove Alliance’s
      signage (Sup9 §10(a)).  Landlord has reasonable approval rights
      as to the design and location of Alliance’s signage.  All
      installation, maintenance and removal work relating to Alliance’s signage
      will be performed by Landlord at Alliance’s reasonable expense (Sup9
      §10(b)).

                 

                So
      long as Alliance and its affiliates are in occupancy of at least 200,000
      rsf, Alliance may fly a flag bearing its name and logo, the design of
      which is subject to landlord’s reasonable approval, from a flagpole on the
      building plaza.  No other flagpole may be installed on the
      building plaza without Alliance’s approval (Sup9 §10(d)).

                 

                Landlord
      is prohibited from installing any signage in the area of the lobby’s upper
      elevator bank for an Alliance competitor occupying Floors 46-50, or a
      majority thereof (Sup13 §19(d)).

              


      

       

      
        
           


        

        
          31

          
            

          

        

        
           


        

      

      


      
        	
                General
      Contractor:

              	
                Landlord’s
      affiliate will act as general contractor for any alteration work performed
      anywhere in the demised premises for one year after Landlord delivers the
      2nd
      and 8th-
      14th
      floors to Alliance following substantial completion of Landlord’s work
      thereon, for a fee not to exceed 6% of the aggregate cost of such work
      (Sup15 §6(a)). Alliance and Plaza Construction Corp., Landlord's
      affiliate, have subsequently entered into that certain Master Agreement
      dated January 27, 2004 pursuant to which Plaza Construction Corp. will
      provide construction management services to Alliance in respect of
      construction projects at the building.

                 

              
	
                Parking:

              	
                37
      spaces in the building garage at the garage’s standard rates and terms,
      but the first 25 are at a 10% discount if Alliance reserved such spaces
      before the Sup9 Adjustment Date (Sup9 §18; Sup12
      §12).  Landlord’s parking obligations continue so long as
      Landlord is the garage operator or so long as the garage is generally
      available to building tenants (Sup15 §22).

                 

              
	
                Allowances
      and Credits:

              	
                The
      following allowances and credit may have been used or
applied:

                 

                10th
      Floor:  $130,000 credit against fixed annual rent due from and
      after Floor 10 is included in the demised premises (Sup19
§9).

                 

                15th
      Floor:  $987,725 for tenant’s initial fit-out and professional
      fees relating thereto.  Any portion not used for such purposes
      is credited against fixed annual rent (Sup12 §6(b)).

                 

              
	 
      	
                16th
      Floor:  $987,725 for cost of initial fit out and professional
      fees relating thereto.  Any portion not used for such purposes
      is credited against fixed annual rent (Sup12
  §6(c)).

              


      

       

      
        
           


        

        
          32

          
            

          

        

        
           


        

      


      CASUALTY/CONDEMNATION

       

      
        	
                Casualty:

              	
                In
      case of casualty, Landlord is required to restore the building and/or the
      demised premises (other than property installed by or on behalf of
      Alliance).  Fixed annual rent and additional rent is abated to
      the extent that the demised premises or a portion thereof are unrentable
      and are not occupied by Alliance for the conduct of its
      business.  In case of substantial casualty affecting the demised
      premises, Alliance may terminate the lease if Landlord’s restoration is
      not completed within 1 year, subject to extension of up to an additional 6
      months for circumstances beyond Landlord’s reasonable control. (orig.
      §13.01).  In case the building or the demised premises are
      substantially damaged in the last 2 years of the term, either Landlord or
      Alliance may cancel the lease upon notice given within 60 days of such
      casualty (orig. §13.02).  Landlord may terminate the lease upon
      30 days’ notice given within 120 days of a casualty that so damages the
      building that Landlord decides to demolish it or not rebuild it (orig.
      §13.03).

                 

              
	
                Condemnation:

              	
                In
      case of a total condemnation of the demised premises, the lease terminates
      (orig. §14.01).  In case of a condemnation other than a total
      condemnation of the demised premises, the lease will continue, but fixed
      annual rent and additional rent, will be abated proportionately, provided
      that if more than 25% of the demised premises is condemned, Alliance may
      terminate the lease upon 30 days notice given within 30 days after such
      condemnation (orig. §14.02).  Landlord is required to repair any
      damage caused by such condemnation (orig. §14.02).  In case of a
      condemnation of more than 25% of the demised premises, Landlord will, to
      the extent of the condemnation award, repair damage caused by such
      condemnation within 6 months of the condemnation, as such period may be
      extended due to force majeure.  If Landlord fails to complete
      repairs within 6 months, as extended due to force majeure, Alliance may
      terminate upon 30 days’ notice (orig. §14.04).  In case of any
      partial condemnation within the last 2 years of the term, either party may
      terminate the lease within 32 days of the condemnation upon 30 days notice
      (orig. §14.04).  In case of a temporary taking of all or part of
      the of the demised premises, there will be no abatement of rent, but
      Alliance is entitled to any condemnation award and if such temporary
      taking occurs in the last 3 years of the terms, Alliance may terminate the
      lease upon 30 days’ notice given within the 30 days of title vesting in
      such condemnation (orig. §14.05).

              


      

       

      
        
           


        

        
          33

          
            

          

        

        
           


        

      


      
        ASSIGNMENT/SUBLETTING

         

      

      
        	 
      	
                Subletting
      the demised premises, assigning the Lease, allowing others to use the
      demised premises, and advertising for a subtenant or assignee are not
      permitted without the consent of Landlord (§15.01), which consent will not
      unreasonably be withheld (§15.05) except with regard to the ground floor
      portion of the demised premises.  Landlord has no recapture
      rights.  Alliance may, without Landlord’s consent, assign or
      sublet to a corporation into or with which Alliance is merged, with an
      entity to which substantially all of Alliance’s assets are transferred, or
      to an entity which controls or is controlled by Alliance or is under
      common control with Alliance, subject to a net worth test
      (§15.02).  Also, Alliance may, without Landlord’s consent,
      permit an affiliate (defined as “an entity which controls or is controlled
      by Alliance or is under common control with Alliance”) to occupy all or a
      portion of the premises (orig. §15.08).  Any permitted
      assignment or sublease will not be effective until Alliance delivers to
      Landlord a recordable sublease or assignment agreement reasonably
      satisfactory to Landlord pursuant to which the subtenant or assignee
      assumes all of Alliance’s obligations under the Lease.  Alliance
      will remain fully liable under the lease for the payment of rent and the
      performance of all of Alliance’s other obligations under the Lease
      notwithstanding any such assignment or sublease (orig.
      §15.03).

                 

              
	
                Landlord’s
      Consent to assignment or sub-subletting by an assignee or
      subtenant:

              	
                Landlord’s
      consent will not be unreasonably withheld or delayed, provided that such
      further assignment or sub-sublease is subject to all of the other terms
      and conditions of the Lease regarding assignment and subletting (Sup7
      §12(b)).

                 

              
	
                Profits:

              	
                If
      Alliance assigns the lease or sublets any portion of the demised premises
      other than to a corporation into which Alliance is merged or consolidated,
      or to which Alliance’s assets are transferred or to any entity which
      controls or is controlled by Alliance or is under common control with
      Alliance, then Alliance will pay Landlord 50% of any profits after first
      deducting reasonable expenses incurred in connection with such
      assignment/sublease amortized on a straight line basis over the balance of
      the lease term (in case of an assignment) or over the term of the sublease
      (in case of a sublease) (orig. §15.07).  For the first 50% of
      rsf of demised premises other than ground floor space (including Floors 2
      and 8-14 after such floors are delivered to Alliance (Sup15 §19(a))
      assigned or sublet by Alliance, Alliance will have the right to deduct as
      such a reasonable expense a “Tenant Improvement Deduction”, determined as
      of the commencement date of such sublease or assignment, and calculated as
      follows:

                 

                ((A/2
      – B) ÷ C)  x D, where

                 

                A =
      amortized value of Alliance leasehold improvements (regardless of whether
      paid for with tenant allowance) based upon the average value of Alliance’s
      unamortized leasehold improvements on a per rentable square foot basis for
      all of the demised premises other than any concourse space (Sup15 §19(b)
      or ground floor space (Sup20 §2(a)), amortized on a straight line basis
      from completion date until 10/31/09 (if located on Floors 37-39 and
      completed prior to 8/16/94 and such calculation is being made prior to the
      delivery of Floors 2 and 8-14 (Sup15 §19(a))) or the lease expiration date
      (in all other cases)

                 

                B =
      total landlord cash contribution or allowance to Alliance for leasehold
      improvements under the lease,

                 

                C =
      total rsf of the demised premises, and

                 

                D =
      rsf of the space being sublet or assigned. (Sup9 §13(d))

                 

                In
      determining profits, Alliance is permitted to take into account its
      electricity expenses under the lease and cleaning expenses (whether under
      separate agreement with Landlord’s contractor or pursuant to the lease)
      (Sup9 §13(d)), and its rental cost for the space being sublet or assigned
      will be determined using an average, on a rentable square foot basis, of
      its rental cost for the entire demised premises other than any concourse
      space or ground floor space (Sup20 §2(b)) except with respect to any
      sublease or assignment of the 2nd,
      8th-14th
      or 17th
      (part) floors made before Alliance ever occupies such space (which
      is the case for Floor 10 (Sup19 §6(b)) in which case Alliance’s rental
      cost will be based on its actual rental without including any deduction
      for unamortized tenant improvements (Sup15 §19(d); Sup16 §12, Sup17 §11;
      Sup18 §11).  If Alliance subleases any part of Floors 2 and 8-14
      or assigns the Lease with respect thereto after first occupying such
      space, then Alliance will have the right to take a “Tenant Improvement
      Deduction” as provided above.

              


      

       

      
        
           


        

        
          34

          
            

          

        

        
           


        

      


      
        RIGHTS TO ADDITIONAL
SPACE

      

       

      Except as
noted below, all of the following rights are subject to the condition that
Alliance and its affiliates are occupying at least 200,000 rsf of the building
and to the condition that Alliance is not in default beyond the expiration of
applicable notice and cure periods under any of the terms, provisions and
conditions of the Lease.

       

      
        	
                Ground
      Floor:

              	
                Alliance
      has the right of first offer to lease all or a portion of the space
      occupied by European American Bank as of August 16, 1994, upon such space
      (or portion thereof) becoming available, at 95% of fair market rent (as
      determined by Landlord but subject to a specified arbitration process if
      Landlord and Alliance cannot agree within 60 days of Alliance’s acceptance
      of the offer) (Sup9 §14(a)).  So long as Alliance and its
      affiliates occupy at least 200,000 rsf of the building, Landlord is
      restricted from leasing such space to a competitor of Alliance (Sup9
      §14(a)(ii)). This right of first offer is not subject to the condition
      that Alliance not be in default beyond the expiration of applicable notice
      and cure periods under any of the terms, provisions and conditions of the
      Lease.

                 

              
	
                24th
      and 25th
      Floors:

              	
                [Note:  The
      24th
      and the 25th
      floors are currently used for the building’s mechanical equipment and are
      not leased to tenants.]

                 

              
	
                26th,
      27th
      and 28th
      Floors:

              	
                Subject
      to the superior rights (as of 8/16/94) of any then-existing tenant or
      occupant of the building and the superior rights of any tenant that leases
      floors 26 through 28, Alliance has the right of first offer to lease, at
      fair market rent (as determined by Landlord but subject to a specified
      arbitration process if Landlord and Alliance cannot agree within 60 days
      of Alliance’s acceptance of the offer), the 26th,
      27th
      and 28th
      floors (or a portion of any such floor, if offered to Alliance as a
      partial floor), upon availability (Sup9 §14(c)).  We have been
      advised by Judd S. Meltzer Co. Inc. that this space is presently leased to
      Avon pursuant to a lease which expires on October 31, 2016 and that Avon
      has three 5-year extension options which are superior to Alliance’s right
      of first offer.

                 

              
	
                29th
      Floor:

              	
                Subject
      to the superior rights (as of 8/16/94) of any then-existing tenant or
      occupant of the building and the superior rights of any tenant that leases
      floors 26 through 28, Alliance has the right of first offer to lease, at
      fair market rent (as determined by Landlord but subject to a specified
      arbitration process if Landlord and Alliance cannot agree within 60 days
      of Alliance’s acceptance of the offer), the 29th
      floor (or a portion thereof, if offered to Alliance as a partial floor),
      upon availability (Sup9 §14(c)).  We have been advised by Judd
      S. Meltzer Co. Inc. that this space is presently leased to Dean Witter
      pursuant to a lease which expires on February 28, 2005 and that Avon has
      superior rights to this right of first offer.

                 

              
	
                30thFloor:

              	
                Subject
      to the superior rights (as of 8/16/94) of any then-existing tenant or
      occupant of the building and the superior rights of any tenant that leases
      floors 26 through 28, Alliance has the right of first offer to lease, at
      fair market rent (as determined by Landlord but subject to a specified
      arbitration process if Landlord and Alliance cannot agree within 60 days
      of Alliance’s acceptance of the offer), the 30th
      floor (or a portion of any such floor, if offered to Alliance as a partial
      floor), upon availability (Sup9 §14(c)).  We have been advised
      by Judd S. Meltzer Co. Inc. that this space is presently leased to
      Rubenstein pursuant to a lease which expires on December 31, 2009 and that
      Rubenstein has one 5-year extension option which may be preempted by
      Alliance.

                 

              
	
                46th
      through 50th
      Floors:

              	
                Subject
      to the superior rights (as of 8/16/94) of any then-existing tenant or
      occupant of the building and the superior rights of any tenant that leases
      floors 26 through 28, Alliance has the right of first offer to lease, at
      fair market rent (as determined by Landlord but subject to a specified
      arbitration process if Landlord and Alliance cannot agree within 60 days
      of Alliance’s acceptance of the offer), the 49th
      and 50th
      floors (or a portion of any such floor, if offered to Alliance as a
      partial floor), upon availability (Sup9 §14(c)). This right of first offer
      also applies to the 46th
      through 48th
      floors (Sup10 §4(b); Sup14 §16). We have been advised by Judd S. Meltzer
      Co. Inc. that this space is presently leased to Pimco pursuant to a lease
      which expires on December 31, 2016 and that there are no superior rights
      to this right of first offer.

              


      

       

      
        
           


        

        
          35

          
            

          

        

        
           


        

      

      


      
        	
                All
      other space:

              	
                We
      have been advised by Judd S. Meltzer Co. Inc. that the companies listed
      below have leased the floors under leases expiring as
follows:

                 

              
	 
      	
                Tenant

              	
                Floor(s)

              	
                Lease Expiration

              
	 
      	 
      	 
      	 
      
	 
      	
                Arthur
      Andersen

              	
                3
      through 7

              	
                04/30/04

              
	 
      	
                Linklaters

              	
                19

              	
                11/30/13

              
	 
      	
                Stern
      Stewart

              	
                20

              	
                04/30/08

              
	 
      	
                Smith
      Barney

              	
                21
      and 22

              	
                04/30/05

              
	 
      	
                Nichimen

              	
                23

              	
                04/30/12

              
	 	 
	 
      	
                Alliance
      has the right of first offer to lease all other space in the building it
      does not already lease or that is not subject to another of Alliance’s
      rights of first offer, upon availability, at fair market rent (as
      determined by landlord but subject to a specified arbitration process if
      Landlord and Alliance cannot agree within 60 days of Alliance’s acceptance
      of the offer) (Sup15 §9(a)(1); Sup16 §14).  This right of first
      offer is subject to the conditions that Alliance and its affiliates are in
      occupancy of at least 400,000 rsf and is subject to any rights of first
      offer or refusal held by any other building occupant or tenant existing as
      of August 3, 2000 (Sup15 §9(a)(i) and
      (ii)).  (Note:  We have been advised by Judd S.
      Meltzer Co. Inc. that the following superior rights
      exist:  Linklaters has two 5-year extension options with respect
      to the 19th
      floor, Smith Barney has one 5-year extension option with respect to the
      21st
      and 22nd
      floors; Nichimen has one 5-year extension option with respect to the
      23rd
      floor and Avon has rights to the 23rd
      floor.)  Alliance may not exercise such right of first offer
      during the last 10 years of the term unless (i) Alliance simultaneously
      extends the lease term pursuant to the Lease, or (ii) such offer is made
      during the period beginning 10 years before the expiration date and ending
      5 years before the expiration date and is for 2 or fewer floors (provided
      that if it is for more than 2 floors and Alliance wishes to accept the
      offer, Alliance must accept Landlord’s terms (including, perhaps, a
      non-coterminous expiration date) for those excess floors) (15 Sup,
      §9(a)(iii)(7)).

              


      

       

      
        
           


        

        
          36

          
            

          

        

        
           


        

      


      
        DEFAULT AND LANDLORD
REMEDIES

         

      

      
        	
                Events
      of Default:

              	
                Landlord
      may terminate the lease upon 10 days’ notice if:

                 

              
	 
      	
                (i)

              	
                Alliance
      fails to pay fixed annual rent or any other lease payment within 10 days
      after notice from Landlord of such failure;

                 

              
	 
      	
                (ii)

              	
                Alliance
      fails to cure its default under any of its other obligations under the
      lease, or fails to re-occupy the demised premises after abandoning the
      demised premises, within 30 days after notice from Landlord (reduced to 5
      days in case of default under Alliance’s obligation to use the demised
      premises in conformance with the certificate of occupancy or Alliance’s
      failure to provide an estoppel), but if such default cannot be cured
      within such period, such period is extended as necessary to permit
      Alliance with diligence and good faith, to cure such default;
      or

                 

              
	 
      	
                (iii)

              	
                an
      execution or attachment against Alliance or its property results in a
      party other than Alliance continuing to occupy the demised premises after
      30 days’ notice from Landlord (orig. §19.01).

                 

              
	 
      	
                Upon
      termination, Landlord may re-enter the demised premises and dispossess
      Alliance (orig. §19.02).

                 

              
	 
      	
                Alliance’s
      obligation to pay fixed annual rent and additional rent survives any
      termination of the lease due to Alliance’s default (orig.
      §19.03).  Upon such termination, Alliance will pay landlord
      re-letting expenses and at Landlord’s option, either a lump sum
      representing the present value of the excess of Alliance’s combined fixed
      annual rent and additional rent over the rental value for the terminated
      portion of the term, or on a monthly basis the excess of Alliance’s
      combined fixed annual rent and additional rent over the rent received from
      any re-letting of the demised premises for the period representing the
      terminated lease term (orig. §20.01).

                 

              
	
                Landlord’s
      Right to Cure:

              	
                If
      Alliance fails to cure a default within any applicable grace period after
      notice of such default (provided that no notice is required in case of
      emergency), then Landlord may cure such default and bill Alliance for the
      cost  of such cure, which bill will be due upon receipt (orig.
      §21.01).

                 

              
	
                Right
      to Contest:

              	
                Alliance
      may contest any law that Alliance is obligated to comply with under the
      lease and compliance thereunder, provided that:

                 

              
	 
      	
                (a)

              	
                such
      non-compliance will not subject Landlord to criminal prosecution or
      subject the building to lien or sale;

                 

              
	 
      	
                (b)

              	
                such
      non-compliance does not violate any fee mortgage, ground lease or
      leasehold mortgage thereon;

                 

              
	 
      	
                (c)

              	
                Alliance
      will deliver a bond or other security to Landlord; and

                 

              
	 
      	
                (d)

              	
                Alliance
      will diligently prosecute such contest.

                 

              
	
                Arbitration:

              	
                Where
      arbitration is required by the lease, unless otherwise expressly provided,
      the arbitration will be in New York City in accordance with the Commercial
      Arbitration Rules of the American Arbitration Association and the lease,
      and judgment may be entered in any court having jurisdiction (orig.
      §33.01).

                 

              
	
                Limits
      on Alliance’s Remedies:

              	
                Alliance
      cannot, in response to Landlord’s act or omission, terminate the lease or
      set-off rent before giving any ground lessor or mortgagee of the fee or
      ground leasehold estate for which Alliance has been given an address
      notice of such act or omission and a reasonable period of time to
      cure.  Such ground lessor or mortgagee, however, has no
      obligation to cure such act or
omission.

              


      

       

      
        
           


        

        
          37

          
            

          

        

        
           


        

      


      
        ACCESS

         

      

      
        	
                Landlord:

              	
                Landlord
      may enter the demised premises to perform alteration work, to inspect the
      demised premises or to exhibit the demised premises to prospective
      purchasers, mortgagees or lessors of the building and (during the last 6
      months of the term) to prospective lessees of the demised premises,
      provided that Landlord provides Alliance advance notice (which may be
      oral) of such entry (orig. §16.01).  Landlord will exercise
      reasonable diligence so as to minimize the disturbance (orig.
      §16.01).

                 

              
	
                Carter-Wallace,
      Inc.

              	
                Carter-Wallace,
      Inc. is allowed, once a month upon reasonable notice during business
      hours, access in the vicinity of column 63 on the northeast side of the
      41st
      floor to service a humidifier, provided that Carter-Wallace, Inc. will
      move such portion of humidifier off the 41st
      floor if Alliance reasonably requires Carter-Wallace, Inc. to do so as
      part of Alliance’s alteration work on the 41st
      floor (LTR1, par 2).

              


      

       

      
        
           


        

        
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        NOTICES

         

      

      
        	 
      	
                All
      notices required to be given by the lease or by law are required to be in
      writing.  Notices, which are required to be sent by certified or
      registered mail, are deemed sent by the sender and received by the
      recipient when deposited in the exclusive care and custody of the U.S.
      mail.  Notices to Landlord are to be addressed as
      follows:

                 

                1345 Leasehold Limited
      Partnership

                c/o Fisher
      Brothers

                299 Park Avenue

                New York, New
York

                 

              
	 
      	
                with
      a copy to:

                 

              
	 
      	
                Fisher Brothers

                299 Park Avenue

                New York, New
York

                Attn:  General
      Counsel

                 

              
	 
      	
                (orig.
      §31.01)

              


      

    

     

     

    39