exv10w96






EXHIBIT 10.96




ASSIGNMENT OF LEASE AND CONSENT



THIS
ASSIGNMENT OF LEASE AND CONSENT (this “Assignment”) is made and entered into as of the ___ day
of September, 2009, by and among BROADPOINT GLEACHER SECURITIES GROUP, INC. (Broadpoint Gleacher
Securities Group, Inc. or an assignee described in an assignment pursuant to Section 10.8 of the
Lease, “Assignor” and “Tenant”) and ONE PENN PLAZA LLC (“Landlord”) and HW1290 III LLC, HWA 1290
IV LLC, AND HWA 1290 V LLC (collectively, “Assignee”).




RECITALS




     A. By Agreement of Lease, dated as of March 21, 1996 (the “Original Lease”), Mid-City
Associates (“Mid-City”) did demise and let unto First Albany Companies, Inc. (“FAC”), and FAC did
hire and take from Mid-City the entire forty-second (42nd) floor as more particularly
identified in the Original Lease (the “42nd Floor Premises”), of the building known as
and by the street address of One Penn Plaza, New York, New York (the “Building”);



     B. By a Lease Modification Agreement, dated as of June 17, 1996 and a Second Lease
Modification Agreement, dated as of July 12, 1996, and as more particularly provided in such
amendments, Mid-City leased to FAC (x) a portion of the forty-first (41st) floor of the
Building, as more particularly identified therein and (y) a portion of the fortieth
(40th) floor of the Building, as more particularly identified therein (the “Original
40th Floor Premises”);



     C. Landlord succeeded to Mid-City’s interest in the Building;



     D. Pursuant to a Third Amendment of Lease, dated December 1, 1999, and as more particularly
provided therein, Landlord leased to FAC an additional portion of the forty-first (41st)
floor of the Building as more particularly described therein;



     E. Landlord and FAC entered into a Fourth Amendment of Lease, dated as of August 1, 2000;



     F. Landlord and FAC entered into a Fifth Amendment of Lease, dated as of December 19, 2003,
and a Sixth Amendment of Lease, dated as of September 30, 2004 regarding the subleasing by FAC to
Wiener Realty Management, LLC (“Weiner”) of certain portions of the Original
40th Floor Premises, as more particularly described therein (the portions not so sublet
to Wiener being referred to herein as the “40th Floor Premises” and the 40th
Floor Premises collectively with the 42nd Floor Premises, the “Premises”);



     G. FAC changed its name to Broadpoint Securities Group, Inc. (“BSG”);



     H. By a Seventh Amendment of Lease, dated as of June 23, 2008 (the Original Lease as
theretofore amended, the “Lease”), Landlord and BSG further modified the Original Lease to provide
for the extension of the term of the Lease with respect to the Premises only;



     I. BSG changed its name to Broadpoint Gleacher Securities Group, Inc., referred to herein as
Assignor; and



 









 





     J. On the date hereof Assignor is entering into a Lease (the “New Lease”) with Landlord’s
affiliate, Assignee, for premises in the building located at 1290 Avenue of the Americas, New York,
New York (the “New Building”) and as consideration for the New Lease, Assignor has agreed to assign
to Assignee and Assignee has agreed to assume the obligations of Assignor under the Lease arising
from and after the Effective Date (as hereinafter defined).



     NOW THEREFORE, in consideration of the premises and of the mutual terms and conditions herein
contained, and other good and valuable consideration, the receipt of which is hereby acknowledged,
the parties hereby agree as follows:



     1. Assignment. Assignor hereby transfers and assigns to Assignee, as of the Effective
Date, all of Assignor’s right, title and interest in the Lease.



     2. Acceptance. Assignee hereby accepts the assignment granted herein, and assumes and
agrees to make all payments and to perform all other obligations and/or liabilities of Tenant under
the Lease accruing from and subsequent to the Effective Date.



     3. Effective Date. The effective date of this Assignment (“Effective Date”) shall be
the later of (i) May 30, 2010 and (ii) the thirtieth (30th) day following the date on
which Assignee has Substantially Completed Landlord’s Work (as such terms are defined in the New
Lease);



     4. Rent Credit. From May 1, 2010 until the Effective Date, Tenant shall not be
obligated to pay fixed rent and real estate escalations with respect to the Premises.



     5. Landlord’s Consent. Landlord hereby consents to this Assignment upon the terms and
conditions set forth herein. The failure or delay of Landlord in seeking to enforce any provision
of the Lease or this Assignment shall not be deemed a waiver of rights or remedies that Landlord
may have, or a waiver of any subsequent breach of the terms and provisions therein or herein
contained.



     6. Assignor’s Property. Assignor hereby agrees (a) not to remove, on or before the
Effective Date, from the Premises any of the fixtures, furnishings or equipment listed on Schedule
1 attached hereto and made a part hereof (such items collectively, the “Remaining FF&E”) and (b)
that from and after the Effective Date Assignor shall have no further rights or obligations with
respect thereto. Assignor agrees to execute any agreements or documents reasonably requested by
Landlord to evidence that Assignor has no further rights to the Remaining FF&E. Assignor hereby
represents and warrants to Assignee and Landlord that Assignor owns the Remaining FF&E and no other
person or entity has any rights or interests with respect thereto.



     7. Premises. Assignor covenants and represents and warrants to Landlord and Assignee
that (a) Assignor is the sole tenant under the Lease and that, except as previously disclosed to
Landlord and Assignee (including, without limitation, the sublease to Weiner), Assignor has not
assigned, conveyed, encumbered, pledged, sublet or otherwise transferred, in whole or in part, its
interest in the Lease, nor shall Assignor do any of the foregoing prior to the Effective Date, (b)
there are no persons or entities claiming under Assignor who or which may claim under Assignor any
rights with respect to the Premises, or the Remaining FF&E, nor shall Assignor permit any such
claim to arise prior to the Effective Date and (c) Assignor has the right,



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power and authority to execute and deliver this Assignment and to perform Assignor’s
obligations hereunder and this Assignment is a valid and binding obligation of Assignor enforceable
against Assignor in accordance with the terms hereof. The foregoing covenants representations and
warranties shall survive the Effective Date.



     8. Landlord’s Release. Subject to Tenant complying with all of the terms hereof,
Landlord releases Assignor from any and all liability under or in connection with or related to the
Lease, occurring from and after the Effective Date.



     9. Surrender of Premises. On or before the Effective Date, Tenant shall vacate, quit
and surrender possession of the Premises in broom clean condition, in good order and condition,
ordinary wear and tear excepted with the Remaining FF&E. Notwithstanding the foregoing to the
contrary, if Tenant gives Landlord notice prior to the Effective Date that Tenant shall remain in
occupancy of the 40th Floor Premises, then Tenant shall be permitted to remain in
occupancy thereof for up to three (3) months following the Effective Date as a licensee which
license shall be on all of the terms and conditions of the Lease with respect to the
40th Floor Premises notwithstanding the assignment of the Lease contemplated hereby. In
such event, Tenant shall give Landlord at least thirty (30) days’ prior notice of the date on which
Tenant shall surrender possession of the 40th Floor Premises and such date shall be
deemed the expiration date of such license with respect thereto. If Tenant shall fail to vacate
the Premises on the Effective Date and/or the 40th Floor Premises on the expiration of
the license with respect thereto, if applicable, then the provisions of Section 18.02 of the Lease
shall be applicable, notwithstanding that the expiration of the term of the Lease shall not then
have occurred and the provisions of Paragraph 4 hereof.



     10. No Modification of Lease. This Assignment shall not modify, waive, or affect any
of the terms, covenants or conditions of the Lease, or waive any breach of the Lease or any of the
rights of Landlord thereunder, or enlarge Landlord’s obligations under the Lease.



     11. Indemnity. (A) Assignor hereby agrees to indemnify, defend (if requested by
Assignee) and hold harmless Assignee from and against any and all claims, demands, actions,
proceedings, expenses and costs arising out of, in connection with, or resulting in connection with
the Lease occurring prior to or on the Effective Date.



          (B) Assignee hereby agrees to indemnify, defend (if requested by Assignor) and hold harmless
Assignor from and against any and all claims, demands, actions, proceedings, expenses and costs
arising out of, in connection with, or resulting in connection with the Lease after the Effective
Date. In addition, Assignee shall be liable for all transfer taxes and other obligations, if any,
imposed in connection with the transaction contemplated by this Assignment.




     12. No Assumption of Liability. The consent hereto by Landlord shall not serve as an
admission or assumption of any liability by Landlord or as a representation, warranty or surety as
to any representation or undertakings of the Assignor and Assignee, including, without limitation,
the timely delivery of the Premises.



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     13. Addresses. Current addresses for notice under the Lease are set forth adjacent to
each party’s signature below.



     14. Successors. Except as herein otherwise provided, this Assignment shall be binding
upon and inure to the benefit of the parties, and their respective heirs, executors,
administrators, successors and assigns.



     15. Attorneys’ Fees. If any party(s) to this Assignment commence an action against
another party(s) hereto arising out of or in connection with this Assignment, the prevailing
party(s) shall be entitled to recover from the losing party(s) reasonable attorneys fees and costs
of suit as part of its Judgment.



     16. Entire Agreement. This Assignment contains all of the agreements of the parties
hereto with respect to the matters contained herein, and no prior agreement, arrangement or
understanding pertaining to any such matters shall be effective for any purpose. Except as amended
or supplemented hereby, the Lease shall remain in full force and effect.



[The next four (4) pages are the signature pages.]




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     IN WITNESS WHEREOF, the parties have executed this Assignment as of the date first above
written.



	 	 	 	 	 
	LANDLORD	 	 
	 
	 	 	 	 
	ONE PENN PLAZA LLC, Landlord	 	 
	 
	 	 	 	 
	By:

	 	Vornado Realty L.P., member	 	 
	 
	 	 	 	 
	By:

	 	Vornado Realty Trust, general partner	 	 
	 
	 	 	 	 
	By:

	 	/s/ David R. Greenbaum
 

David R. Greenbaum, President
	 	  
	 

	 	New York Office Division	 	 







c/o Vornado Office Management LLC

888 Seventh Avenue

New York, New York 10019




Attn.: President — New York Office Division




with a copy to:




210 Route 4 East

Paramus, New Jersey 07652




Attn: Executive Vice President — Finance and

Administration, Chief Financial Officer



 









 





	 	 	 	 	 
	ASSIGNEE:	 	 
	 
	 	 	 	 
	HWA 1290 III LLC, a Delaware limited liability company	 	 
	 
	 	 	 	 
	By:

	 	Hudson Waterfront Associates III, L.P., a Delaware
limited partnership, its sole equity member	 	 
	 
	 	 	 	 
	By:

	 	Hudson Waterfront III Corporation,
a Delaware corporation, its sole general partner	 	 
	 
	 	 	 	 
	By:

	 	/s/ David R. Greenbaum
 

Name: David R. Greenbaum
	 	  
	 

	 	Title:   President	 	 
	 
	 	 	 	 
	HWA 1290 IV LLC, a Delaware limited liability company	 	 
	 
	 	 	 	 
	By:

	 	Hudson Waterfront Associates IV, L.P., a Delaware limited
partnership, its sole equity member	 	 
	 
	 	 	 	 
	By:

	 	Hudson Waterfront IV Corporation, a Delaware corporation,

its sole general partner	 	 
	 
	 	 	 	 
	By:

	 	/s/ David R. Greenbaum
 

Name: David R. Greenbaum
	 	  
	 

	 	Title:   President	 	 
	 
	 	 	 	 
	HWA 1290 V LLC, a Delaware limited liability company	 	 
	 
	 	 	 	 
	By:

	 	Hudson Waterfront Associates V, L.P., a Delaware limited
partnership, its sole equity member	 	 
	 
	 	 	 	 
	By:

	 	Hudson Waterfront V Corporation, a Delaware corporation,
its sole general partner	 	 
	 
	 	 	 	 
	By:

	 	/s/ David R. Greenbaum
 

Name: David R. Greenbaum
	 	  
	 

	 	Title:   President	 	 






 









 







c/o Vornado Office Management LLC

888 Seventh Avenue

New York, New York 10019




Attn.: President — New York Office Division




with a copy to:




210 Route 4 East

Paramus, New Jersey 07652




Attn: Executive Vice President — Finance and

Administration, Chief Financial Officer



	 	 	 	 	 
	TENANT:	 	 
	 
	 	 	 	 
	BROADPOINT GLEACHER SECURITIES GROUP, INC.	 	 
	 
	 	 	 	 
	By:

	 	/s/ Lee Fensterstock
 

Name: Lee Fensterstock
	 	  
	 

	 	Title:   Chief Executive Officer	 	 





if to Tenant, prior to the Office Premises Commencement Date, at:





Broadpoint Securities Group, Inc.

One Penn Plaza

New York, New York 10019




Attn.: Laurence Mascera




with a copy to:




Broadpoint Gleacher Securities Group, Inc.

12 East 49th Street, 31st Floor

New York, New York 10017




Attn: General Counsel



 









 




if to Tenant, following the Office Premises Commencement Date, at:





1290 Avenue of the Americas

New York, New York 10104




Attn.: Laurence Mascera




with copies to:




Dechert LLP

1185 Avenue of the Americas

New York, New York 10036




Attn: Sean H. Porter




and




Broadpoint Gleacher Securities Group, Inc.

1290 Avenue of the Americas

New York, New York 10104




Attn.: General Counsel



 









 





Schedule 1




Remaining FF&E




(See Attached)





 












 




Broadpoint Furniture Inventory

1 Penn Plaza

9/25/09


Chairs/reception/pantry 

3 — Folding tables

8 — Misc office chairs

74 — Wood frame/upholstered guest chairs

2 — 3 seat sofas

4 — wing back lounge chairs

2 — coffee tables

2 — 42” round pantry tables

8 — pantry chairs

1 — ‘U” shaped reception desk/Steelcase workstation


Trading desks

125 — 48” wide trading desks with wood end panels and mobile pedestals

10 — Woodtronics 48” wide laminate trading desks


Offices/conference rooms

22 — Wood Desk and returns

4 — Double pedestal executive desks

6 — 36“/42” round wood conference tables with drum bases

1 — 48” x 96” wood conference table

2 — 36” x 72” wood conference table

1 — 120” x 48” conference table

1 — 216” x 60” boardroom table

28 — wood 72” wide lateral file credenzas

4 — 96” wide storage credenzas

14 — high wood bookcase

3 — low wood bookcase


Files

52 — 5H metal lateral files

7 — 3H metal lateral files

14 — 2H metal lateral files

7 — Wood 2H lateral files

1 — Wood 4H lateral file


Workstations

21 — high panel workstations with wood exterior/glass panels

overhead storage and pedestal/lateral files, 6’x7’

3 — Low panel workstations with wood exterior

and pedestal/lateral files, 6’x7’


IT room

4 — Desks

4 — Tables