LEASE OF CERTAIN PREMISES LOCATED ON THE SECOND, THIRD, FOURTH, SIXTH AND TENTH
FLOORS AND ON THE RETAIL AND CONCOURSE LEVELS OF THE BUILDING PURSUANT TO A DEED
OF LEASE OF EVEN DATE HEREWITH (THE "DIRECT LEASE"), WHICH LEASE PROVIDES
SUBTENANT WITH AN OPTION TO LEASE THE MASTER PREMISES FROM MASTER LANDLORD FOR
THE PERIOD COMMENCING IMMEDIATELY UPON THE EXPIRATION OF THE MASTER LEASE.
A
COPY OF THE DIRECT LEASE IS ATTACHED HERETO AS EXHIBIT B.
CONCURRENTLY HEREWITH, MASTER LANDLORD, SUBTENANT AND SUBLANDLORD ARE ENTERING
INTO A CONSENT TO SUBLEASE AGREEMENT (THE "CONSENT"), PURSUANT TO WHICH MASTER
LANDLORD CONSENTS TO THIS SUBLEASE AND MASTER LANDLORD, SUBTENANT AND
SUBLANDLORD MAKE CERTAIN AGREEMENTS REGARDING THE MASTER LEASE AND THIS
SUBLEASE.
CONCURRENTLY HEREWITH, MASTER LANDLORD AND SUBLANDLORD ARE ENTERING INTO A
FOURTH AMENDMENT TO DEED OF LEASE (THE "FOURTH AMENDMENT"), WHICH MAKES CERTAIN
AMENDMENTS TO THE MASTER LEASE RELATED TO THIS SUBLEASE AND THE DIRECT LEASE.
SUBLEASED PREMISES:
SUBJECT TO THE TERMS AND CONDITIONS OF THIS SUBLEASE,
SUBLANDLORD HEREBY SUBLEASES TO SUBTENANT, AND SUBTENANT HEREBY SUBLEASES FROM
SUBLANDLORD, THE ENTIRE MASTER PREMISES.
THE MASTER PREMISES ARE ALSO SOMETIMES
REFERRED TO IN THIS SUBLEASE AS THE "SUBLEASED PREMISES".
TERM:
TERM.
THE TERM (THE "TERM") OF THIS SUBLEASE SHALL BE FOR THE PERIOD COMMENCING
ON THE COMMENCEMENT DATE AND SHALL EXPIRE ON JULY 30, 2014, UNLESS THIS SUBLEASE
IS SOONER TERMINATED PURSUANT TO ITS TERMS OR PURSUANT TO A TERMINATION OF THE
MASTER LEASE (THE "TERMINATION DATE").
NO OPTIONS TO EXTEND.
NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE SUBLEASE
OR THE MASTER LEASE, SUBTENANT SHALL NOT HAVE ANY OPTIONS TO EXTEND OR RENEW THE
TERM OF THIS SUBLEASE.
POSSESSION.
AS OF APRIL 15, 2003, SUBLANDLORD HAS DELIVERED TO SUBTENANT
POSSESSION OF THE ENTIRE SUBLEASED PREMISES, EXCEPT THE FIFTEENTH FLOOR.
SUBTENANT ACKNOWLEDGES THAT SUBLANDLORD CURRENTLY OCCUPIES THE FIFTEENTH FLOOR
FOR THE CONDUCT OF SUBLANDLORD'S BUSINESS.
SUBLANDLORD WILL USE REASONABLE
EFFORTS TO RELOCATE TO ALTERNATE PREMISES BY OCTOBER1, 2003; PROVIDED, HOWEVER,
THAT SUCH DATE SHALL BE EXTENDED TO THE EXTENT THAT SUBLANDLORD'S RELOCATION IS
DELAYED DUE TO EVENTS OR CIRCUMSTANCES BEYOND SUBLANDLORD'S REASONABLE CONTROL,
BUT IN NO EVENT BEYOND APRIL 1, 2004.
RENT:
BASE RENT.
COMMENCING ON THE APPLICABLE RENT COMMENCEMENT DATE FOR EACH PORTION OF THE
SUBLEASED PREMISES (AS DESCRIBED IN PARAGRAPH 4.A(2) BELOW) AND CONTINUING EACH
MONTH THEREAFTER THROUGHOUT THE TERM OF THIS SUBLEASE, SUBTENANT SHALL PAY TO
SUBLANDLORD AS BASE RENT ("BASE RENT") FOR THE SUBLEASED PREMISES MONTHLY
INSTALLMENTS AS FOLLOWS:
Commencing on the Rent Commencement Date for the Sixteenth Floor and continuing
throughDecember 31, 2003, monthly Base Rent for the Sixteenth Floor shall equal
Forty Thousand Nine Hundred Sixty-Two and 50/100 Dollars ($40,962.50).
Commencing January 1, 2004, and continuing through December 31, 2004, monthly
Base Rent for the Sixteenth Floor shall equal Thirty Thousand Eight Hundred
Eighty-Five and 73/100 Dollars ($30,885.73);
COMMENCING ON THE RENT COMMENCEMENT DATE FOR THE FIFTEENTH FLOOR AND CONTINUING
THROUGH DECEMBER 31, 2003, MONTHLY BASE RENT FOR THE FIFTEENTH FLOOR SHALL EQUAL
FORTY THOUSAND NINE HUNDRED SIXTY-TWO AND 50/100