FIRST AMENDMENT TO LICENSE AGREEMENT
THIS FIRST AMENDMENT TO LICENSE AGREEMENT made as of April __, 2014 between SILVER SCREEN LLC, a Delaware limited liability company having an office at Pier 62, West 23rd Street & Hudson River, New York, New York 10011 (“Licensor”), and WOODRIDGE PRODUCTIONS, INC., a California corporation having an office at Chelsea Piers, Pier 62, Suite 305, West 23rd Street & Hudson River, New York, New York 10011 (“Licensee”).
W I T N E S S E T H :
WHEREAS, by lease dated as of June 24, 1994 (as the same may now or hereafter be modified, amended or assigned, is hereinafter referred to as the “Lease”) between the New York State Department of Transportation (the New York State Department of Transportation and any entity that is an assignee or successor, as lessor, is hereinafter referred to as the “Lessor”) as landlord and Chelsea Piers LP, as tenant, Lessor leased to Chelsea Piers LP certain premises more particularly described in the Lease and commonly known as Piers 59, 60, 61 and 62 (the “Chelsea Piers”); and
WHEREAS, by sublease dated July 1, 2010 (as the same may now or hereafter be modified, amended or assigned, is hereinafter referred to as the “Silver Screen Sublease”) between Chelsea Piers LP as sublessor and Licensor as sublessee, Chelsea Piers LP subleased to Licensor a portion of the Chelsea Piers shown on Exhibit A to the Silver Screen Sublease (the “Silver Screen Premises”); and
WHEREAS, by License Agreement (the “License Agreement”) dated June 15, 2013 between Licensor and Licensee, Licensor granted Licensee a license (the “License”) to use the areas known as (i) Stages D and E and adjoining carpentry shop, scenic shop, wardrobe area and hair and makeup area on Pier 61 (the “Studio Space”) and (ii) Office Suites 305, 307, 309, 311 and 312 on Pier 62 (the “Office Space”) (the Studio Space and the Office Space shall be referred to, collectively, as the “Licensed Area”) on the terms and conditions set forth in the License Agreement; and
WHEREAS Licensee did not exercise its options set forth in ¶¶ 1(C) or 1(G) of the License Agreement and therefore has no right of first refusal pursuant to ¶1(H) of the License Agreement; and
WHEREAS Licensee has continued to use the entire Licensed Area and the parties now wish to extend the term of the License on the terms and conditions set forth below;
NOW THEREFORE, in consideration of the mutual covenants contained herein, it is agreed as follows:
1.Extension of Term: The Term of the License is hereby extended to May 31, 2015.
2.Base License Fee: Effective June 1, 2014, the Base License Fee shall be increased from the current rate of $230,000.00 per month to the rate of $236,900.00 per month.
If during any calendar year of the Term all production activities in the Premises are in hiatus for the entire months of June and July, the Base Licensee Fee for the said months of June and July shall be reduced by Fifty (50%) Percent.
3.Studio F and Adjacent Support Space: Provided that Licensee is not in default of any of the terms and conditions of this License Agreement, Licensee shall have, at its option, the right to add the area known as Studio F and adjacent support space in Pier 61, as shown in the annexed diagram (the “Studio F Space”), to the Licensed Area effective on the “Studio F Commencement Date” (defined below), by providing written notice of such election to Licensor no later than May 15, 2014, time of the essence. The “Studio F Commencement Date” shall be January 1, 2015 or such earlier date (which shall not be prior to September 1, 2014) Licensor designates in writing to Licensee. In the event Licensee exercises said option, then commencing on the Studio F Commencement Date the Base License Fee shall be at a monthly rate to be mutually agreed upon by both parties prior to May 15, 2014. If the parties cannot agree upon the monthly Base License Fee, the option shall be null & void. If on or before May 15, 2014, time of the essence, Licensee does not notify Licensor in writing that it is electing to exercise this option, then such option shall be null and void and Licensee shall be deemed to have irrevocably waived any right it has under this ¶3. If Licensee exercises such option, then it is licensing the Studio F Space AS IS and Licensor shall have no obligation to furnish, render or supply any work, labor, services, material, fixtures, equipment or decorations to make the Studio F Space ready for Licensee’s use; and Licensee acknowledges that in exercising said option it will be relying solely on the investigations, examinations and inspections of the Studio F Space it has chosen to make. Notwithstanding the foregoing, if Licensor is unable to give possession of the Studio F Space on or before the Studio F Commencement Date, Licensor shall not be subject to any liability for said failure and the validity of this First Amendment shall not be impaired, nor shall the same be construed to extend the Term, but the increase to the Base License Fee set forth in this ¶3 shall not take effect (provided Licensee is not responsible for the inability to obtain possession) until Licensor shall have given Licensee written notice that Licensor is able to deliver possession; this sentence being intended to constitute “an express provision to the contrary” within the meaning of RPL §223-1.
4.Option to Extend: Provided that Licensor and its affiliates and related entities will not be using the Studio Space or any portion thereof for sports use after May 31, 2015, Licensee shall have a right of first refusal for a further one year extension of the Term of the License for the Licensed Area beyond the end date of the Extended Term (i.e. beyond May 31, 2015). Licensor shall confirm the right of first refusal with Licensee by written notice on or before March 31, 2015, which written notice shall set forth the terms including a base licensee fee consistent with the then-prevailing market but not to exceed One Hundred Ten Percent (110%) of the then existing Base License Fee. Licensee shall then have a period of up to thirty (30) days, time of the essence, to notify Licensor that it elects to extend the Term of the License, on the said terms and conditions. IfLicensee does not notify Licensor that it so elects within such thirty (30) day period, time of the essence, Licensor may license or sublease the Licensed Area or any portion thereof to any other party without further notice and Licensee shall be deemed to have irrevocably waived any right it may have under this ¶4.
5. No Broker. The parties represent and warrant to one another that no broker or real estate agent represented either of them in connection with this Agreement. In the event of a breach of such representation, the breaching party shall defend, indemnify and hold the non-breaching party harmless from any and all claims, damages, liability, or loss, including reasonable outside attorneys’ fees, incurred by reason of any misrepresentation by the breaching party under this paragraph. The provisions of this paragraph shall survive and extend beyond the termination of this License Agreement.
6.Ratification, Miscellaneous. As herein modified, the License Agreement is hereby reaffirmed and ratified and shall remain in full force and effect. As herein modified, all capitalized terms herein shall have the same meanings as defined in the License Agreement. Together with the License Agreement, this Agreement contains the entire agreement between the parties and neither party has made nor relied upon any representations not expressly set forth herein. This Agreement may not be modified, changed, amended or waived except by a writing signed by the party to be charged.
IN WITNESS WHEREOF, Licensor and Licensee have executed this First Amendment to License Agreement as of the day and year first above written.
SILVER SCREEN, LLC
Licensor
By: ______
Name:
Title:
WOODRIDGE PRODUCTIONS, INC.
Licensee
By: ______
Name:
Title:
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