Eighth Modification Agreement of Lease dated May 25, 2006



 Exhibit 10.9 
 EIGHTH LEASE MODIFICATION AGREEMENT 
 AGREEMENT made as of May 25,
2006, by and between 250 WEST 57TH ST. ASSOCIATES L.L.C., a limited liability company having its office at 60 East 42nd Street, New York, New York (hereinafter called “Landlord”); and FISK BUILDING ASSOCIATES L.L.C., a limited liability
company having its office at 60 East 42nd Street, New York, New York (hereinafter called “Tenant”). 
 W I T N E S S
E T H : 
 WHEREAS, on September 30, 1953 a net lease covering the entire premises known as the Fisk Building, located
at 250 West 57th Street, New York, New York (the “Building”), was made between Landlord’s predecessor , partnership known as 250 West 57th St. Associates and Tenant’s predecessor, a partnership known as Fisk Building Associates,
which lease was assigned on May 1, 1954 by said predecessor to Tenant (also formerly known as Fisk Building Associates); and 
 WHEREAS, said lease was modified by Modification Agreement dated June 12, 1961, by Second Modification Agreement dated June 10, 1965, by Third Lease Modification Agreement dated as of
May 1, 1975, by Fourth Lease Modification Agreement dated November 12, 1985, by Fifth Lease Modification Agreement dated as of September 1, 1999, by Sixth Lease Modification Agreement dated as of November 17, 2000 and by Seventh
Lease Modification Agreement dated as of December 28, 2004 (which lease, as so modified, is hereinafter called the “Lease”); and 
 WHEREAS, a modernization program had been undertaken to maintain the competitive position of the Building for which funds were borrowed by Landlord and made available to Tenant; and 

WHEREAS, additional enhancements to the Building are deemed necessary to maintain such competitive position; and 

WHEREAS, Landlord is willing to make funds available for such enhanced program, provided that Basic Rent (as hereinafter defined) is
increased as hereinafter provided, and Tenant is willing to apply the funds as agent for Landlord toward the cost of such program. 
 NOW, THEREFORE, in consideration of the sum of Ten ($10.00) Dollars, the mutual promises and covenants herein contained, and for other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties hereto, intending to be bound, hereby agree as follows: 
 1. Landlord and Tenant agree
that improvements substantially as shown on Exhibit A to the Sixth Lease Modification Agreement and Exhibit A to the Seventh Lease Modification Agreement have been undertaken, The additional enhancements referred to in the recital above, as shown on
Schedule A attached hereto and made a part hereof, constitute the enhanced modernization program referred to herein and shall be substantially made to the demised premises. All work performed by Tenant in furtherance of such modernization program
shall be done as agent for Landlord and for the account of Landlord, and when completed, shall become the property of Landlord. All net proceeds of any loan(s) obtained in connection with such modernization program shall be turned over by Landlord
to Tenant and applied to pay the costs of such program. 







 2. A. There is hereby added to fixed payments of Basic Rent payable under Paragraph 2(A) the
amount of the installments of debt service (except any balloon payment at maturity) payable under any Permitted Mortgage. 
 B. Paragraph 13 of the Lease shall be deleted and restated in its entirety as follows: 
 “13. Tenant agrees that its rights hereunder are subordinate to (i) the $30,5000,000 consolidated mortgage presently encumbering the demised premises plus refinancing costs in connection
therewith and (ii) up to an aggregate of $33,400,000 of principal secured any future mortgages (whether having a first or subordinate lien priority) placed on the demised premises by Landlord plus refinancing costs in connection with such
future mortgages, provided that (a) such new mortgages are made by an institutional lender on a non-recourse basis and (b) the proceeds of any increase in the principal amount of the loan(s) secured by such new mortgage(s) are used to
refinance the then existing mortgage(s) on the demised premises and/or in connection with the demised premises (each mortgage to which Tenant’s rights hereunder are subordinate is hereinafter a “Permitted Mortgage”). Tenant agrees to
execute, upon demand, any documents required to evidence such subordination. Tenant further agrees that it will not do or suffer to be done any act upon the demised premises which will violate any of the terms of any Permitted Mortgage or the
obligations secured thereby.” 
 3. Paragraph 29 of the Lease shall be deleted and restated in its entirety as follows:

 “29. For the purpose of this Paragraph 29, the term “Mortgage” shall mean (i) any fee
mortgage encumbering the demised premises on the date hereof and (ii) any Permitted Mortgage to which the Lease is subordinate under the provisions of Paragraph 13 of this Lease, and the term ‘refinancing’ shall include any
consolidation, modification, renewal, extension or replacement of any Mortgage. In the event that there shall be one or more refinancings of any Mortgage, the annual Basic Rent will be in an amount equal to the sum of TWENTY-EIGHT THOUSAND DOLLARS
($28,000.00) plus an amount equal to the installment payments for interest and/or amortization (not including any balloon principal payment due at maturity) required annually under any such Mortgage immediately subsequent to refinancing.”


  
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 4. Except as herein modified, the Lease shall remain in full force and effect, and the
parties hereby ratify and confirm all of the other terms, covenants and conditions thereof. 
 5. This Agreement shall be
binding upon and inure to the benefit of the parties hereto and their respective legal representatives, successors and assigns. 

IN WITNESS WHEREOF, the parties hereto have hereunto set their hands as of the day and year first above written. 

 

			
	 Landlord:
  

250 WEST 57TH ST. ASSOCIATES L.L.C.

		
	By:	 	/s/ Peter L. Malkin        
		 	Peter L. Malkin, Member
		
	By:	 	/s/ Anthony E. Malkin
		 	Anthony E. Malkin, Member
	
	 Tenant:
  

FISK BUILDING ASSOCIATES L.L.C.

		
	By	 	/s/ Peter L. Malkin
		 	Peter L. Malkin, Member



  
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 Schedule A 
 Fisk Building-250 West 57th Street 
 Property Improvement Schedule


  
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	STATE OF NEW YORK	  	)
		  	) ss.:
	COUNTY OF NEW YORK	  	)

 On the 25th day of May in the year 2006 before me, the undersigned, a Notary Public in and said State,
personally appeared Peter L. Malkin, personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his
capacities, and that by his signature on the instrument, the individuals, or the persons upon behalf of which the individual acted, executed the instrument. 

 

	
	/s/ Judy H. Love        
	 Notary Public
  

Judy H. Love
 Notary Public, State of New
York
 No. 01LO4xxxxxx
 Qualified
in Queens County
 Commission Expires 11/17/



  

			
	STATE OF NEW YORK	  	)
		  	) ss.:
	COUNTY OF NEW YORK	  	)

 On the 25th day of May in the year 2006 before me, the undersigned, a Notary Public in and said State,
personally appeared Anthony E. Malkin, personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his
capacity, and that by his signature on the instrument, the individual, or the person upon behalf of which the individual acted, executed the instrument. 

 

	
	/s/ Beatrice E. Branson        
	 Notary Public
  

Beatrice E. Branson
 Notary Public, State of New
York
 No. 01BR6xxxxxx
 Qualified
in New York County
 Commission Expires April 12, 2008




  
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