Exhibit 10.17


 


SUPPLEMENTAL INDENTURE,  dated May 5, 1998, between ROCK-McGRAW, INC.,  a  New
York corporation, having an office at 1221 Avenue of the Americas, New York,
N.Y. 10020 (the “Landlord”),  and SOCIÉTÉ GÉNÉRALE,
a corporation organized and existing under the laws of the Republic of France
having an office at 1221 Avenue of the Americas, New York, N.Y. 10020, (the “Tenant”).


 


By Lease dated as of October 29, 1993, as the same heretofore may have
been amended (the “Original Lease”),  certain premises, as therein
described, in the building known as 1221 Avenue of the Americas (the “Building”)  in the Borough of Manhattan, New
York, N.Y., are now leased and demised by the Landlord to the Tenant.


 


The parties hereto mutually desire to amend the Original Lease as
herein set forth, and are executing and delivering this Supplemental Indenture
for such purpose (the Original Lease as amended by this Supplemental Indenture,
the “Lease”).


 


NOW, THEREFORE,
THIS SUPPLEMENTAL INDENTURE WITNESSETH,  that the
parties hereto, in
consideration of the terms and conditions herein contained, hereby amend the
Original Lease in the following respects, and only in the following respects:


 


(1)           Definitions.  All capitalized terms used and not
otherwise defined herein shall have the respective meanings ascribed to them in
the Original Lease.


 


(2)           Demise
of Additional Space; Term; Rent and Terms of Leasing.
(a) The Landlord
does hereby lease and demise to the Tenant, and the Tenant does hereby hire and
take from the Landlord, subject and subordinate to the Qualifying Encumbrances
and upon and subject to the terms and conditions of the Lease for the term
hereinafter stated, the spaces substantially as shown crosshatched on the
diagrams attached hereto as Exhibit A and
designated as ‘A’ on the 14th and 15th Floors of the Building, together with
all fixtures, equipment, improvements, installations and appurtenances which at
the commencement of or during the term of the Lease with respect to said spaces
are thereto attached (except items not deemed to be included therein and
removable by the Tenant as provided in Article Four of the Original
Lease); which spaces, fixtures, equipment, improvements, installations and
appurtenances are herein sometimes called the “Additional Space”.


 

















 


(b)           The term of the Lease for which the Additional Space
is hereby leased and demised shall commence on September 15, 1998 (subject to Section 2.2 of the Original Lease, such
date for the commencement of the term with respect to the Additional Space
being the “Additional Space Term Commencement Date”) and shall
end on September 30, 2013 or on such earlier date upon which said term may
expire or be terminated pursuant to any of the conditions of limitation or
other provisions of the Lease or pursuant to law.


 


(c)            For the portion of the term of the Lease for which the
Additional Space is leased and demised, the Fixed Rent reserved under the
Original Lease shall be increased as follows:


 


(i)    for the period commencing on the Additional Space Term
Commencement Date and ending on August 31, 2003, $3,690,619.00 per annum;


 


(ii)   for the period commencing on September 1, 2003 and
ending on August 31, 2008, $4,030,455.00 per annum; and


 


(iii)  for the period commencing on September 1, 2008 and
ending on September 30, 2013, $4,370,291.00 per annum.


 


The Tenant does hereby covenant and agree to pay the
Fixed Rent as so increased and the Additional Rent payable under the Lease, at
the times and in the manner specified in the Lease for the payment of Fixed
Rent and Additional Rent, except that, if the Additional Space Term
Commencement Date shall be other than the first day of a calendar month, the
amount by which the first monthly installment of the Fixed Rent is so
increased, apportioned for the part month in question, shall be payable on the
Additional Space Term Commencement Date. Provided the Tenant shall not be in
default of any monetary obligations under the Lease beyond the expiration of
any applicable notice and cure period on each date that the Rent Credit (as
hereinafter defined) or any portion thereof is applied on account of the Fixed
Rent by the Landlord in accordance with the terms of this Section 2(c), the Tenant shall receive a
credit (the “Rent Credit”)  to be applied against the next installments of Fixed
Rent becoming due and payable under the Lease in an amount equal to
$2,460,413.00, provided that if the Tenant shall be in default as aforesaid on
any date that a portion of the Rent Credit is to be applied by the Landlord,
the application of such portion of the Rent Credit shall be deferred until such
date as such monetary default is cured (it being acknowledged that the Landlord
shall have the right to credit any unapplied portion of the Rent Credit to any
such uncured monetary default).


 


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(d)            Effective as of the Additional Space Term
Commencement Date, the term the “Premises”
as used in the Lease shall be deemed to include the
Additional Space except that, in applying the provisions of Article Two of the Original Lease to the
Additional Space, (i) the “Premises” shall be deemed to refer to the Additional
Space only and (ii) the “Term Commencement Date” referred to in said Article Two shall be deemed to mean the
Additional Space Term Commencement Date. Nothing contained in this Supplemental
Indenture shall give to the Tenant any option for the renewal or extension of
the term hereby granted with respect to the Additional Space except pursuant to
Article Thirty-Two of the
Original Lease.


 


(e)            The Landlord and the Tenant hereby
stipulate for all purposes of the Lease (including, without limitation, for the
determination of Tenant’s Area) that the rentable square footage of Additional
Space (i) is 42,742 with respect to space ‘A’ on the 14th Floor and 42,217 with
respect to space ‘A’ on the 15th Floor, (ii) has been determined in accordance
with the Measurement Standard and (iii) shall not be changed by future
remeasurement or measurement standard, but only by actual increase or decrease
in the Additional Space.


 


(f)            The Tenant has examined and shall accept
the Additional Space in its existing “as-is” condition and state of repair and
understands that no work is to be performed by the Landlord in connection
therewith except as set forth on Exhibit B attached
hereto (collectively, the “Additional Space Landlord’s Work”).  The Landlord, either through its
own employees or through a contractor or contractors to be engaged by it for
such purpose, will proceed with due dispatch, subject to delay by causes beyond
its reasonable control and Tenant Delay, to do all of the Additional Space
Landlord’s Work during regular working hours and will exercise all reasonable
efforts to substantially complete all of the Additional Space Landlord’s Work
within ninety (90) days of the Additional Space Term Commencement Date (as
extended by delay by causes beyond the reasonable control of the Landlord and
by Tenant Delay). If the cost of performing the Additional Space Landlord’s
Work is increased due to any Tenant Delay of which the Tenant shall have been
given notice by the Landlord and which shall not have been cured by the Tenant
within one Business Day following the giving of such notice, the Tenant shall
pay to the Landlord an amount equal to such increase in cost. The Landlord and
the Tenant shall each use reasonable efforts to cooperate in the performance of
their respective work in the Additional Space in order to minimize interference
and delay with the other, provided, however, that, notwithstanding anything to
the contrary contained in the Lease, neither the Tenant nor any other Tenant
Party may enter into or upon the Premises during any asbestos removal. The
Landlord’s performance of the portions of the Additional Space Landlord’s Work
described in items (1)


 


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and (2) of Exhibit
B (the “Demo and Abatement”) shall, subject
to delay by causes beyond its reasonable control, be completed on or before
November 15, 1998 and if the Landlord shall fail to substantially complete the
Demo and Abatement by such date, then as the Tenant’s sole remedy therefor, the
Rent Credit shall be increased by an amount equal to (x) (i) $10,111.28
multiplied by (ii) the number of days in the period commencing on November 15,  1998 (as extended by causes beyond the
Landlord’s reasonable control) and ending on the day on which the Demo and
Abatement is substantially completed, plus (y) (i) the per diem amount of
Additional Rent payable by the Tenant pursuant to Article Twenty-four of the Lease with respect to the Additional
Space only multiplied by (ii) the number of days in the period commencing on
October 15, 1998 (as extended by causes beyond the Landlord’s reasonable
control) and ending on the day on which the Demo and Abatement is substantially
completed. At all times during the Landlord’s performance of the Demo and
Abatement the Landlord shall maintain a policy or policies of commercial
general liability insurance (including, without limitation, insurance of the
Landlord’s contractual liability under this Lease) with the premiums fully paid
on or before the due date, issued by a reputable insurance company licensed to
do business in the State of New York, having a minimum rating A-XI by A.M. Best
& Company or such other comparable financial rating as the Landlord may at
any time consider reasonably appropriate, and reasonably acceptable. Such
insurance shall afford a combined single limit of $5,000,000 per occurrence in
respect of injury or death to any person or number of persons or for damage to
or loss of use of property in any one occurrence, subject to reasonable
deductibles. Each such policy shall provide that it cannot be cancelled,
changed or modified except upon 30 days’ prior notice to the Tenant and shall
name the Tenant Indemnitees as additional insureds thereunder. The Landlord
shall furnish original certificates of such insurance to the Tenant prior to
the Additional Space Term Commencement Date (or any date on which the Tenant is
granted earlier access) and thereafter not less than 30 days prior to the expiration
of each such policy and any renewals or replacements thereof. Notwithstanding
the foregoing, to the extent that the Landlord has the contractor(s) performing
the Demo and Abatement include the Tenant as an additional insured under such
contractor’s policy or policies of insurance protecting against liability for
worker’s compensation and for bodily injuries and death, as well as for
property damage arising out of or in connection with the performance and
completion of such Demo and Abatement, the Tenant will, in connection with any
loss occurring during the Demo and Abatement, consider any such contractor’s
insurance primary.


 


(g)           (i) Unless the Tenant notifies the Landlord to the
contrary before the date that is 30 days following the date the Additional
Space Landlord’s Work is substantially completed, the Tenant shall be
conclusively deemed to have agreed that the Landlord, up to


 


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the time of such possession of such part of the
Additional Space Premises, had performed all of the Landlord’s obligations
under this Supplemental Indenture with respect to such part and that such part,
except for latent defects and except for minor details of construction,
decoration and mechanical adjustment, was in satisfactory condition as of the
date of such possession. If the Tenant so notifies the Landlord and the
Landlord had not performed such obligations, the Landlord shall promptly
commence and diligently proceed with the performance thereof in such a manner
as will not unreasonably interfere with the Additional Space Tenant Work (as
hereinafter defined).


 


(ii) Any dispute between the Landlord and the Tenant with respect to
the date the Additional Space Landlord’s Work shall have been substantially
completed shall be resolved in accordance with the provisions of this Section 2(g)(ii). If the Tenant shall not
agree with the Landlord’s determination of the date the Additional Space
Landlord’s Work shall have been substantially completed, the Tenant shall,
within 30 days following the date that the Landlord notifies the Tenant of the
Landlord’s determination, notify the Landlord that the Tenant desires to have
such disagreement determined by an Arbitrator (as hereinafter defined), and
promptly thereafter the Landlord and the Tenant shall designate an architect
(the “Arbitrator”)  whose determination made in
accordance with this Section 2(g)(ii) shall
be binding upon the parties. If the Tenant fails to notify the Landlord of the
Tenant’s desire to have such dispute determined by an Arbitrator within the
30-day period set forth in the preceding sentence, then the Landlord’s
determination shall be conclusive and binding on the Tenant. If the
determination of the Arbitrator shall confirm the determination of the
Landlord, then the Tenant shall pay the cost of the Arbitrator. If the
Arbitrator shall confirm the determination of the Tenant, then the Landlord
shall pay the cost of the Arbitrator. The Arbitrator shall be a partner or
principal of an independent architectural firm having at least 10 architects as
partners or principals who shall have at least 10 years of experience in
interior construction of commercial office buildings in Midtown Manhattan. If
the Landlord and the Tenant shall be unable to agree upon the designation of
the Arbitrator within 15 days after receipt of notice from the other party
requesting agreement as to the designation of the Arbitrator, which notice
shall contain the names and addresses of two or more architects who are
acceptable to the party sending such notice, then either party shall have the
right to request the American Arbitration Association (or any organization
which is the successor thereto) to designate as the Arbitrator an architect
having the qualifications set forth in the preceding sentence whose
determination made in accordance with this Section
2(g)(ii) shall be conclusive and binding upon the parties, and the
cost of such architect shall be borne as provided above in the case of the
Arbitrator designated by the Landlord and the Tenant. Any determination made by
an Arbitrator shall either be the Landlord’s determination or the


 


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Tenant’s determination, and any determination which
does not comply with the foregoing shall be null and void and not binding on
the parties. In rendering such determination the Arbitrator shall not add to,
subtract from or otherwise modify the provisions of this Supplemental
Indenture. Pending the resolution of any dispute pursuant to this Section 2(g)(ii), the Tenant shall pay all
Fixed Rent and Additional Rent required to be paid in accordance with the Lease
based on the Landlord’s determination. If the determination made by the
arbitrator is the Tenant’s determination, the Landlord shall refund to Tenant
the amount of any overpayment of Fixed Rent and Additional Rent within 10
Business Days following the resolution of the dispute, together with interest
thereon at a rate per annum equal to the rate of interest publicly announced
from time to time by Citibank, N.A. as its “base rate” from the date the Tenant
made such overpayment to the date such overpayment is refunded.


 


(h)           The renovation work to be performed by
the Tenant in the Additional Space shall be done in accordance with the
provisions of Article Thirty-three of
the Original Lease except that for purposes of this Supplemental Indenture, (i)
all references to the “Premises” shall be deemed to be references to the
“Additional Space,” (ii) all references to the “Tenant Work” shall be deemed to
be references to the “Additional Space Tenant Work,” (iii) all references to
the “Tenant Allowance” shall be deemed to be references to the “Additional
Space Tenant Allowance” (as hereinafter defined), (iv) all references to
“$500,000.00” in Section 33.5 of
the Original Lease shall be deemed to be references to “$100,000.00”, and (v)
Sections 33.6 and 33.7 of
the Original Lease shall not be applicable. The “Additional Space Tenant Work”  means
all work and services described in the Tenant Working Drawings relating to the
Additional Space, and all labor, materials and equipment necessary to perform
the same. The “Additional Space Tenant Allowance”  means $3,823,155.00.


 


(i)            The Tenant, at the Tenant’s sole cost and
expense, may renovate the public elevator vestibule of the 14th and/or 15th
Floors to conform to the design of similar space on the Tenant’s other floors
in the Building. All work done by the Tenant pursuant to this Section 2(i) shall be performed in
accordance with and subject to all of the provisions of the Original Lease
(including, without limitation, Articles Six
and Thirty-three of
the Original Lease).


 


(3)           Effective on and after the execution and delivery of
this Supplemental Indenture the provisions of Articles Thirty-one and
Thirty-eight of the Lease shall
be deemed null and void and of no further force or effect.


 


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(4)           Brokerage
Commissions.  The
Landlord and the Tenant represent to each other that the only broker with which
they have dealt in connection with this Lease is Rockefeller Center Management
Corporation (“RCMC”),  having an office at 1221 Avenue of
the Americas, New York, New York 10020. The Tenant shall indemnify and save
harmless the Landlord Indemnitees from and against all liability, claims, suits,
demands, judgments, costs, interest and expenses (including, without
limitation, reasonable counsel fees and disbursements incurred in the defense
thereof) to which the Landlord Indemnitees may be subject or suffer by reason
of any claim made by any person, firm or corporation other than RCMC for any
commission, expense or other compensation as a result of the execution and
delivery of this Supplemental Indenture or the demising of the Additional Space
by the Landlord to the Tenant pursuant to this Supplemental Indenture, which
claim is alleged to arise out of any conversations, negotiations or dealings
between such claimant and the Tenant. The Landlord shall indemnify and save
harmless the Tenant Indemnitees from and against all liability, claims, suits,
demands, judgments, costs, interest and expenses (including, without
limitation, reasonable counsel fees and disbursements incurred in the defense
thereof) to which the Tenant Indemnitees may be subject or suffer by reason of
any claim made by any person, firm or corporation for any commission, expense
or other compensation as a result of the execution and delivery of this
Supplemental Indenture or the demising of the Additional Space by the Landlord
to the Tenant pursuant to this Supplemental Indenture, which claim is alleged
to arise out of any conversations, negotiations or dealings between such
claimant and the Landlord. The Landlord agrees that there is no commission due
and/or payable to RCMC in connection with this transaction.


 


(5)           Representations.
(a) The
Tenant hereby represents and warrants to the Landlord that, as of the date
hereof, the Original Lease is in full force and effect and has not been
modified, changed, altered or amended in any respect except pursuant to this
Supplemental Indenture.


 


(b) The Landlord hereby
represents and warrants to the Tenant that, as of the date hereof, the Original
Lease is in full force and effect and has not been modified, changed, altered
or amended in any respect except pursuant to this Supplemental Indenture.


 


(6)          Miscellaneous.  (a) This Supplemental Indenture contains
a complete statement of all the arrangements between the parties to this
Supplemental Indenture with respect to the subject matter contained in this
Supplemental Indenture. This Supplemental Indenture shall not be amended,
modified, canceled or terminated, in whole or in part, except by a writing
signed by all parties to this Supplemental Indenture.


 


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(b) This
Supplemental Indenture shall be governed by and construed in accordance with
the laws of the State of New York. If any provision or provisions of this
Supplemental Indenture shall, for any reason and to any extent, be held to be
invalid, illegal or unenforceable, the remainder of this Supplemental Indenture
and the application of that provision or provisions to other persons or
circumstances shall not be affected but rather shall be enforced to the extent
permitted by law. This Supplemental Indenture shall be construed without regard
to any presumption or other rule requiring construction against the party
causing this Supplemental Indenture to be drafted.


 


(c) This
Supplemental Indenture shall be binding upon and inure to the benefit of the
parties to this Supplemental Indenture and their respective successors and
permitted assigns.


 


(d) In the event
of any conflicts between the provisions of this Supplemental Indenture and the
provisions of the Original Lease with respect to the Additional Space, the
provisions of this Supplemental Indenture shall be controlling.


 


(7)           The
Original Lease,  as hereby amended, shall remain in full force and
effect according to its terms and conditions.


 


in witness whereof,
the parties
hereto have duly executed this Supplemental Indenture as of the day and year first
above written.


 


	
   

  	
   

  	
  ROCK-McGRAW, INC.,

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By

  	
     /s/
  Jonathan Dyuen

  	
   

  
	
   

  	
   

  	
   

  	
  President

  
	
   

  	
   

  	
   

  	
   

  
	
  Attest:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
    /s/ Beth
  Berlin Dreyfuss

  	
   

  	
   

  	
   

  
	
  Assistant
  Secretary  

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  SOCIÉTÉ GÉNÉRALE

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By

  	
     /s/
  [ILLEGIBLE]

  	
   

  
	
   

  	
   

  	
   

  	
  Chief Financial
  Officer

  
	
   

  	
   

  	
   

  	
   

  
	
  Attest:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Assistant
  Secretary  

  	
   

  	
   

  	
   

  



 


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EXHIBIT B


 


LANDLORD’S
ADDITIONAL SPACE WORK


 


1.             All previous tenant improvements, other
than stairways and lavatories, shall be demolished and removed, including cable
and wiring in the under-floor duct system. The supplemental A/C unit and
associated ductwork situated on the floor shall be removed and the piping
capped at the riser.


 


2.             All polychlorinated biphenyls and
asbestos shall be removed from the Additional Space (other than asbestos on the
structural elements in the perimeter and core areas such as columns, deck and
beams and minor areas of non-friable asbestos containing fireproofing at
certain points on inaccessible structural members) and affected areas to be
re-fireproofed. The Landlord shall, at the Tenant’s request, provide the Tenant
with copies for any required filing, an ACP-5 Form and, if requested, an ACP-7
Form in connection with the asbestos removal work required hereunder.


 


3.             Tie-ins shall be provided to the
Building’s fire alarm system and dampers for smoke purge to the extent
currently required by code.


 


4.             All building systems shall be delivered
in good working order.


 


5.             The main sprinkler loop shall be removed back to the
core connection.


 


6.             The restrooms shall be delivered in their
“as is” condition, except that all fixtures shall be in good working order.


 


7.             All existing fire speaker/strobes shall
be removed from the walls and temporarily hung from the structure above for
reuse. All existing pull stations and warden stations shall be delivered in
their “as is” condition.


 


8.             Building standard blinds shall be
delivered in good working order.


 


9.             Any missing convector covers will be
replaced and all convector covers shall be delivered in good working order and
in their “as is” condition.


 


10.           The Landlord shall restore the electrical
cell system to good working order, with all existing taps capped, all wiring
removed, and cells vacuumed. All trench-cover plates shall be delivered in good
working order.


 

















 


11.           The Landlord shall deliver the existing
electrical panels in good working order. Any missing circuit breakers shall be
replaced and the vertical closet penetration shall be fire stopped.


 


12.           The Landlord shall cap all existing panel
knock outs and secure all panel covers.


 


13.           The Landlord shall deliver all electrical
closets in compliance with the applicable provisions of the New York City
electrical code.


 


14.           The Landlord shall submeter the
Additional Space.


 


15.           The Landlord shall render the Additional
Space broom clean.