Preview
FILED: QUEENS COUNTY CLERK 05/07/2024 09:45 AM INDEX NO. 709673/2024
NYSCEF DOC. NO. 3 RECEIVED NYSCEF: 05/07/2024
"B"
Exhibit
FILED: QUEENS COUNTY CLERK 05/07/2024 09:45 AM INDEX NO. 709673/2024
NYSCEF DOC. NO. 3 RECEIVED NYSCEF: 05/07/2024
FOURTH AMENDMENT TO LEASE
This
("Effective
Fourth Amendment
between
to the Lease
Rocket
("Amendment")
a New
is entered
York
into
limited
this _ day of May
as
2019
Date"), Realty, LLC, liability company,
successor-in-interest to The Chase Manhattan Bank ("Landlord") and Sprint Spectrum
Realty Company, LLC, a Delaware limited liability company, as successor-in-interest to
Sprint Spectrum L.P. ("Tenant").
BACKGROUND
Landlord and Tenant's predecessor-in-interest entered into that certain lease dated
September 30, 1997, a certain Modification and Extension of Lease Agreement dated June 29,
2004, a Second Amendment to Lease dated September 12,, 2006, a Third Amendment to Lease
dated on or about April 1, 2014 (collectively the "Lease") for the pmmises containing
approximately 3,052 square feet of retail space located at 30-30 Steinway Street, Queens, New
York (the "Premises") as further described in the Lease.
Landlord and Tenant desire to extend the term as well as amend the Lease according to the
terms and conditions set forth in this Amendment.
AGREEMENT
. NOW, THEREFORE, in consideration of the mutual covenants and promises set forth
below as well as other valuable consideration, the receipt and sufficiency of which is
acknowledged by both Landlord and Tenant, the parties agree as follows:
L Extended Term: The parties acknowledge and agree that the Lease term is extended for
an additional five (5) years cominencing November 1, 2019 and expiring on October 31,
2024 ("Extended Term").
2. Annual Rent: The Annual Rent for the Extended Term will be as follows:
TERM ANNUAL PER SQUARE MONTHLY
FOOT
$250,000.00 $8L91 $20,833.33
3. Landlord Reimbursement: Tenant's Facilities Management sought two assessments and
found that a portion of the roof deck over the second floor machine room needed to be
replaced or repaired along with membrane. In order to expedite completion of roof
repair/replacement to protect the property and for the convenience of the affected
stakeholders, Tenant undertook said work. Within sixty (60) days following the full-
execution of this Amendment, Landlord shall reimburse Tenant for roof work completed
by Tenant as described on Exhibit B hereof in the amount of $3833.77.In the event that
Landlord fails to timely reimburse Tenant as aforesaid, Tenant may deduct the
reimbursement amount from succeeding monthly installments of Rent until satisfied.
CID 508476, AID 595549
..
FILED: QUEENS COUNTY CLERK 05/07/2024 09:45 AM INDEX NO. 709673/2024
NYSCEF DOC. NO. 3 RECEIVED NYSCEF: 05/07/2024
4. Lease Revisions: The Lease is hereby modified or revised as follows:
A. Landlord Recapture:
Notwithstanding anything in the Lease to the contrary, and provided Tenant is not in
default under the terms and conditions of the Lease beyond any and all cure peiiods,
Tenant shall not be requi ed to continuously operate its business at the Premises;
however, if at any time during the Term, Tenant shall discontinue operating within the
Premises for a period of 90 consecutive days or longer, for any reason other than for
reasonable periods of time
in connection with remodeling of the Premises or restoration
of the Premises following
casualty or Condemnation or other Force Majeure event, then
Landlord shall have the option, at any time thereafter during the discontinuance of
operations, to terminate this Lease by written notice to Tenant and if Landlord so elects,
this Lease shall terminate as of the date ten (10) days following the date of Tenant's
receipt of the termination notice, the Rent shall be adjusted as of the termination date and
Landlord and Tenant shall be released from all liability thereafter accruing under this
Lease, except for any liabilities specifically stated in the Lease to survive termination. If
Landlord does not elect to terminate the Lease, the Lease shall remain in full force and
effect and Tenant shall not be released from any of its liabilities and obligations under the
Lease as a result of this provision.
B. Landlord's Lien Waiver:
Notwithstanding anything in the Lease to the contrary, Landlord does hereby waive any
security interest or lien, inclusive of Landlord's lien, whether arising under contract,
common law, statute, or otherwise in and to Tenant's personal property or equipment
located in, on or about the Premises and Tenant shall have the right to remove same at
any time without Landlord's consent,
C. Permitted Use:
Tenant shall use the Premises, if at all, for the retail sale and/or service and repair of
Sprint, Nextel, Boost Mobile or Virgin Mobile branded merchandise, telecommunications
wireless and wire line products, including, but not limited to the following products:
Mobile radio, cellular phones, pagers, personal communicators, cellular and wireless
voice, data and internet services, voice-over-internet protocol (VOIP), cable services,
geographic information system (GIS), games, songs, other software product downloads
and related software, services and accessories, any related branded merchandise, the
brand of which is owned or licensed by Tenant for use in sale of the merchandise,
complementary accessories or services thereto, together with any ancillary legal retail use
that is not in conflict with any exclusive use provision within the Lease and/or any
additional items, products or services resulting from technological advances or evolutions
in the forgoing products, services and brands and as may be included in Tenant's
merchandising plans in the future. Additionally, Tenant may, from time to time, use the
Premise to provide to custoniers
services related to the shipping and receiving of Amazon
Use")."
postal items
("Temporary Landlord hereby acknowledges and agrees that Tenant
shall be permitted to display professionally designed and manufactured promotional
materials related to the Temporary Use within the Premises so long as such signage does
not violate applicable laws and is consistent with the sign requirements set forth in the
Lease.
FILED: QUEENS COUNTY CLERK 05/07/2024 09:45 AM INDEX NO. 709673/2024
NYSCEF DOC. NO. 3 RECEIVED NYSCEF: 05/07/2024
D. Trade Name: The following provision is hereby added to the Lease:
Tenant shall operate its business under the trade name "Sprint". Without Landlord's
consent, Tenant may change its trade name to such other trade name as is used in any
other stores operated by Tenant, or to any name which incorporates the name of a product
or product line sold in Tenant's store.
E. Dish/ Mini Macro/Antenna: The following provision is hereby added to the
Lease:
Tenant shall b.e permitted, without Landlord's consent, to install satellite dishes, signal
repeaters, BDAs, antenna(s) or similar communications equipment (collectively, a
"Dish") on the roof or rear wall of the Premises per the specifications attached as Exhibit
A, provided that rooftop installations are screened from view and wall-mounted
installations are painted to match the adjacent wall(s), each in a manner reasonably
acceptable to Landlord and any roof penetrations are performed in a manner so as not to
adversely affect Landlord's roof warranty, if any. In addition to the Dish, Tenant shall be
permitted to: (i) install or cause to be installed upgrades and enhancements of its internet
or data connectivity, bandwidth or capacity, utilizing cable, DSL lines, Ethernet or other
similar advancement in technologies; and (ii) install additional communications
equipment on the roof or rear wall of the Premises provided Tenant first obtains
Landlord's approval, which approval shallnot be unreasonably withheld, conditioned or
delayed. Any roof penetrations will be performed in a manner so as to not adversely
affect Landlord's roof warranty, if any. All equipment used in connection with Tenant's
enhancement of the telecommunication signal servicing the Premises is and shall remain
Tenant's sole property. Tenant shall have the right to remove any and all
telecommunication equipment at the termination of the Lease. If necessary for operation
of Tenant's business and a specific location is reasonably agreed to by the parties, Tenant
shall be permitted to place the Dish and related equipnient in a suitable portion of the
Common Areas (e.g. alley, refuse or recycling area) at no additional charge provided the
Dish and related equipment are also screened from view in a manner reasonably
acceptable to Landlord. Tenant shall be obligated to repair and restore any damage to the
roof and or the premises resulting from Tenant's installation or removal of any
equipment.
F. Broadband: Tlte following provision is hereby added to the Lease:
Within (21) days of receipt
twenty-one of Tenant written request and at no additional cost
to Tenant, Landlord shall execute a commercially reasonable agreement granting
Tenant's selected service provider the right to install, operate, and maintain facilities
necessary to provide broadband service to the Premises.
G. Merger Termination: The following provision is hereby added to the Lease:
In the event that Tenant or its parent , subsidiary or affiliate merges with or into, or enters
into a joint retail operating agreement with, another company, which operates, or its
parent, subsidiary or affiliate operates, one or more retail stores with the same or
substantially similar use as Tenant, may, at any time on or before
Tenant November 1,
2020, terminate this Lease and obligations
and all rights of both parties, except those
days'
which explicitly survive termination, upon one hundred eighty (180) prior written
notice to Landlord. Tenant will surrender the Premises in the same condition required
upon expiration, as may be set forth elsewhere in this Leasee No less than sixty (60) days
prior to the termination Landlord will calculate Landlord's out-
date, actual, unamortized,
FILED: QUEENS COUNTY CLERK 05/07/2024 09:45 AM INDEX NO. 709673/2024
NYSCEF DOC. NO. 3 RECEIVED NYSCEF: 05/07/2024
of-pocket costs to lease the Premises to Tenalit for the then-current term, including tenant
improvement allowance paid to Tenant or Tenant's general contractor, abatements,
reasonable broker's fees and reasonable attorney's fees, calculated based on the number
of unexpired days in the term, on the termination date and furnish an itemized summary
to Tenant. Prior to the tennination date stated in the notice, Tenant will reimburse
Landlord for such unamortized costs and, in addition to such unamortized costs, pay to
Landlord a Termination Fee equal to the sum the amount of one
(1) year Fixed Rent plus
one (1) year real estate tax obligation associated with the Premises for the 12 months
following the termination date. As an example only, and to avoid misunderstanding,
should the Lease terminate on January 31, 2020, Tenant shall pay to Landlord taxes for
the 12 month time period commencing February 1, 2020 and ending January 31, 2021.In
no event however shall the foregoing be interpreted such that said tax amount would
include real estate taxes for months beyond the twelah (12th) month following the month
in which the early termination date occurs.
H. Insurance:
ARTICLE XI of the Lease is hereby amended in the following respects:
(i) Section 11.01 is hereby deleted and replaced with the following: "From
and aner the execution and delivery of this Agreement of Leaseand during the
entire term of this lease, Tenant shall at its own cost and expense, maintain in
its'
effect for the benefit of Landlord, managing agent and Tenant, commercial
general liability insurance in the minimum amount of $3,000,000.00 for each
occurrence, combined for bodily injury, including death, and $1,000,000 for
property damage to the Demised Premises. The coverage amounts set forth
may be
met by a combination of the underlying or umbrella policies so long as in
combination the limits equal or exceed those required of Tenant pursuant to this
Section 11.01
(ii) Intentionally deleted.
(iii) Section 11.04 is hereby deleted and replaced with the following: "All
policies of insurance required under Section 11.01 shall include the Landlord and
its'
managing agent as an additional insured. Each policy of insurance shall contain
an agreement by the insurer that such policy will not be canceled without at least
thirty (30) days prior notice of policy cancellation or, for non-payment of
holder."
premium, ten (10) days advance written notice to the certificate
(iv) Section 11.05 0.f the Lease is hereby deleted and replaced with: "Subject
to their mutual waiver of subrogation for property damage, Landlord and Tenant
agree to indemnify, hold harmless, and defend the other party against any and all
claims, demands, causes of action, losses, expenses or liabilities, including
reasonable attorney's fees, against the other party on account of injury or death of
any person and/or loss or damage to any and all property (including loss of use
thereof) to the extent arising from the negligence, willful misconduct or breach of
this agreement of the indemnifying party, or of their respective contractors,
representatives or agents under them and specifically excluding from the
indemnitor's obligation any loss or damage to the extent due to the indemnitee's
own negligence, willful misconduct or breach of this agreement. Indemnity under
FILED: QUEENS COUNTY CLERK 05/07/2024 09:45 AM INDEX NO. 709673/2024
NYSCEF DOC. NO. 3 RECEIVED NYSCEF: 05/07/2024
this subsection shall survive termination of the Lease for any occurrences taking
place during the term of this Lease.
L Utilities:
"The following shall be appended to Section 4.04 of the Lease: "Notwithstanding
anythingin the Lease to the contrary, if utility service is interrupted for a period of forty-
eight (48) consecutive hours as a result of an act or omission of Landlord, its agents,
contractors or employees and Tenant is consequently unable to operate its business in a
reasonable manner, the Base Rent and Additional Rent shall abate until the interruption
ceases or Tenant is able to operate its business in a reasonable manner. Additionally,
upon the request of Tenant and at no additional cost to Tenant, Landlord shall promptly
execute a commercially reasonable agreement granting Tenant's selected service provider
the right to install, operate, and maintain facilities upon the Shopping Center and to the
Premises"
Premises necessary to provide broadband service to the
J. Brokerage:
Tenant is represented by CBRE, Inc. ("Tenant's Broker"). Tenant's Broker shall be paid
one half of one full commission by Landlord pursuant to its agreement with Newmark
Knight Frank.
5. Ratification and Affirmation: Except as hereby amended, the Lease shall remain
unmodified and in full force and effect. Tenant affirms and Landlord acknowledges that
there exists no default or condition, state of facts or event that, with the passing of time or
the givisig of notice, or both, would constitute a default by Tenant in the performance of
its obligations under the Lease. The Lease, as amended by this Amendment, shall be
binding upon and inure to the benefit of Landlord and Tenant and their respective heirs,
successors and assigns.
6. Defined Terms: Except as provided otherwise in this Amendment, the terms used in this
Amendment which are defined in the Lease shall have the same meaning as set forth in the
Lease.
7. Conflict of Terms: In the event that there is any conflict or inconsistency between the
terms and conditions of the Lease and those of this Amendment, the terms and conditions
of this Amendment shall control and govern.
8. Authority: Each person executing this Amendment on behalf of a party represents and
warrants that it has the full power, authority, and legal right to execute and deliver this
Amendment on behalf of such party and that this Amendment constitutes the legal, valid,
and binding obligations of such party, its heirs, representatives, successors and assigns,
enforceable against such party or parties in accordance with its terms. Landlord warrants
to Tenant that t it has the right to amend the Lease without obtaining the consent of any
third party, including, but not limited to, any lender havening a security interest in the
Lease or property of which the Premises is a part.
9. Execution in Counterparts: This Amendment may be executed in any number of
counterparts and by parties hereto in separate counterparts, each of which when so
executed shall be deemed to be an original and all of which taken together shall constitute
FILED: QUEENS COUNTY CLERK 05/07/2024 09:45 AM INDEX NO. 709673/2024
NYSCEF DOC. NO. 3 RECEIVED NYSCEF: 05/07/2024
one and the same agreement, whether executed and exchanged electronically in pdf
format or otherwise.
IN WITNESS WHEREOF, the parties have executed this Amendment as of the Effective
Date.
.. Landlord: Tenant:
Rocket , , w York limited Sprint Spectrum Realty Company, LLC, a
liabil' 1-
y company aware a y
By:
Name: e Name n
, Title: 0\ e Title: Real sta Director
Date: 7 Date: ///
FILED: QUEENS COUNTY CLERK 05/07/2024 09:45 AM INDEX NO. 709673/2024
NYSCEF DOC. NO. 3 RECEIVED NYSCEF: 05/07/2024
Exhibit A
Dish
on non-penetrating
Example photo of repeater (BDA) rooftop antenna systern mounted
sled with protective rubber mat underneath. Please see following pages for spec sheets.
FILED: QUEENS COUNTY CLERK 05/07/2024 09:45 AM INDEX NO. 709673/2024
NYSCEF DOC. NO. 3 RECEIVED NYSCEF: 05/07/2024
Exhibit B
Roof Invoice
Veterans Worldwide Maintenance
invoice
Date: 3/22/2018 105 Main Street, 3rd FI
NJH1C#13VH06557100
Invoice Noa 307329
Hackensack, NJ 07601
(201) 692-B610 (201) 336-9001 (fax)
service at: Sprint#0115
Blli to: Sprint CBRE c/o Conigo
6450 sprint Parkway 3030 Steinway Street, Steinway Street & 30th At
Overland Park, KS 66251 Astoria, NY 11103
Date of Service: 3/19/2018
Intemal ID: 368440 S2k WO
SPRINT LOCAL NY¢ & NJ & PA
Customer ID:39357 Sprint CBRE c/o Corriga: POMO #: R011500426
Description: Roofing sined By: 204
Tenns: Net 30 days
Unit Price Arnount
Description Ctuantity
Service / Labor 5135.00
3.00 545.0000
Truck Charge 5587.5200 $587 52
1.00
Roofing insterlats (decking, membrane, flashing) 72.00 $85.0000 $6.120.00
Roofing labor (4 techs/6 hours/3 days) 1.00 $200.0000 $200.00
Dispoeat
Service f Labor Subtotal: $7,042.52
Subtotat $7 ' 04232
Sprint/CBRE Service Request:
above the HVAC room. Please
Roofing: Roof Repair: Quote 2: Store has a roof leak Sales Tax: $625.02
repair the roof. $0.00
Payments:
Assessment Details:
manager on duty. Technician found that a Total Due: S7,667.54
Technician arrived on site and met with store
of the roof la teaking above the HVAC roorn. This portion of the roof will need to
section
be replaced with new membrane and decking.
Technicians performed the following:
old materials off-site as
Removed existing roofing materials and decking: disposing of
per EPA standard. rnatorials.
Furnished and installed new decking prior to installation of new rooHng
umished and installed new roof mernbrane to replace existing that was remove; then
F
flash|nto place.
section of roofing.
Verified that no leaks are present after Installation of new
FILED: QUEENS COUNTY CLERK 05/07/2024 09:45 AM INDEX NO. 709673/2024
NYSCEF DOC. NO. 3 RECEIVED NYSCEF: 05/07/2024
IDE CHASE MANHA'ETAN BANK
Landlord
AND
SPR1b"I SPECTRUM, l-P.
TenAnt
AGREEMENT OF LEASE
Datedt As ar September 30, 1997
Premises: 50-30 Steinway Street,
Queens, New York
FILED: QUEENS COUNTY CLERK 05/07/2024 09:45 AM INDEX NO. 709673/2024
NYSCEF DOC. NO. 3 RECEIVED NYSCEF: 05/07/2024
D1U£X
EAM
ARTICLE
Term ofLease; lhitint Appruvals. ... . . 1
I . Lease ofProperty,
Defirtitions .. .... ... ... ... .· ········
II
Preparatiort for Occupancy .. . ........ ... ... .. . ....... . 2
HI
.. .. .. .. ... .... .. ... ... . ..... .. .. 1
IV Ree-t .. .. .......
... .. ......... . ... .. ........... .. .. 5
l.15tl. .. ....... .. ..
H.DdÏ SpRir . ... .... .. ........ .. ., 5
VI Ol)li| alion to Maintam
.. ... ., ........, ... .... .. .... ... . ... ... S
VII Alterations ..
Preview
FILED: QUEENS COUNTY CLERK 05/07/2024 09:45 AM INDEX NO. 709673/2024 NYSCEF DOC. NO. 3 RECEIVED NYSCEF: 05/07/2024 "B" Exhibit FILED: QUEENS COUNTY CLERK 05/07/2024 09:45 AM INDEX NO. 709673/2024 NYSCEF DOC. NO. 3 RECEIVED NYSCEF: 05/07/2024 FOURTH AMENDMENT TO LEASE This ("Effective Fourth Amendment between to the Lease Rocket ("Amendment") a New is entered York into limited this _ day of May as 2019 Date"), Realty, LLC, liability company, successor-in-interest to The Chase Manhattan Bank ("Landlord") and Sprint Spectrum Realty Company, LLC, a Delaware limited liability company, as successor-in-interest to Sprint Spectrum L.P. ("Tenant"). BACKGROUND Landlord and Tenant's predecessor-in-interest entered into that certain lease dated September 30, 1997, a certain Modification and Extension of Lease Agreement dated June 29, 2004, a Second Amendment to Lease dated September 12,, 2006, a Third Amendment to Lease dated on or about April 1, 2014 (collectively the "Lease") for the pmmises containing approximately 3,052 square feet of retail space located at 30-30 Steinway Street, Queens, New York (the "Premises") as further described in the Lease. Landlord and Tenant desire to extend the term as well as amend the Lease according to the terms and conditions set forth in this Amendment. AGREEMENT . NOW, THEREFORE, in consideration of the mutual covenants and promises set forth below as well as other valuable consideration, the receipt and sufficiency of which is acknowledged by both Landlord and Tenant, the parties agree as follows: L Extended Term: The parties acknowledge and agree that the Lease term is extended for an additional five (5) years cominencing November 1, 2019 and expiring on October 31, 2024 ("Extended Term"). 2. Annual Rent: The Annual Rent for the Extended Term will be as follows: TERM ANNUAL PER SQUARE MONTHLY FOOT $250,000.00 $8L91 $20,833.33 3. Landlord Reimbursement: Tenant's Facilities Management sought two assessments and found that a portion of the roof deck over the second floor machine room needed to be replaced or repaired along with membrane. In order to expedite completion of roof repair/replacement to protect the property and for the convenience of the affected stakeholders, Tenant undertook said work. Within sixty (60) days following the full- execution of this Amendment, Landlord shall reimburse Tenant for roof work completed by Tenant as described on Exhibit B hereof in the amount of $3833.77.In the event that Landlord fails to timely reimburse Tenant as aforesaid, Tenant may deduct the reimbursement amount from succeeding monthly installments of Rent until satisfied. CID 508476, AID 595549 .. FILED: QUEENS COUNTY CLERK 05/07/2024 09:45 AM INDEX NO. 709673/2024 NYSCEF DOC. NO. 3 RECEIVED NYSCEF: 05/07/2024 4. Lease Revisions: The Lease is hereby modified or revised as follows: A. Landlord Recapture: Notwithstanding anything in the Lease to the contrary, and provided Tenant is not in default under the terms and conditions of the Lease beyond any and all cure peiiods, Tenant shall not be requi ed to continuously operate its business at the Premises; however, if at any time during the Term, Tenant shall discontinue operating within the Premises for a period of 90 consecutive days or longer, for any reason other than for reasonable periods of time in connection with remodeling of the Premises or restoration of the Premises following casualty or Condemnation or other Force Majeure event, then Landlord shall have the option, at any time thereafter during the discontinuance of operations, to terminate this Lease by written notice to Tenant and if Landlord so elects, this Lease shall terminate as of the date ten (10) days following the date of Tenant's receipt of the termination notice, the Rent shall be adjusted as of the termination date and Landlord and Tenant shall be released from all liability thereafter accruing under this Lease, except for any liabilities specifically stated in the Lease to survive termination. If Landlord does not elect to terminate the Lease, the Lease shall remain in full force and effect and Tenant shall not be released from any of its liabilities and obligations under the Lease as a result of this provision. B. Landlord's Lien Waiver: Notwithstanding anything in the Lease to the contrary, Landlord does hereby waive any security interest or lien, inclusive of Landlord's lien, whether arising under contract, common law, statute, or otherwise in and to Tenant's personal property or equipment located in, on or about the Premises and Tenant shall have the right to remove same at any time without Landlord's consent, C. Permitted Use: Tenant shall use the Premises, if at all, for the retail sale and/or service and repair of Sprint, Nextel, Boost Mobile or Virgin Mobile branded merchandise, telecommunications wireless and wire line products, including, but not limited to the following products: Mobile radio, cellular phones, pagers, personal communicators, cellular and wireless voice, data and internet services, voice-over-internet protocol (VOIP), cable services, geographic information system (GIS), games, songs, other software product downloads and related software, services and accessories, any related branded merchandise, the brand of which is owned or licensed by Tenant for use in sale of the merchandise, complementary accessories or services thereto, together with any ancillary legal retail use that is not in conflict with any exclusive use provision within the Lease and/or any additional items, products or services resulting from technological advances or evolutions in the forgoing products, services and brands and as may be included in Tenant's merchandising plans in the future. Additionally, Tenant may, from time to time, use the Premise to provide to custoniers services related to the shipping and receiving of Amazon Use")." postal items ("Temporary Landlord hereby acknowledges and agrees that Tenant shall be permitted to display professionally designed and manufactured promotional materials related to the Temporary Use within the Premises so long as such signage does not violate applicable laws and is consistent with the sign requirements set forth in the Lease. FILED: QUEENS COUNTY CLERK 05/07/2024 09:45 AM INDEX NO. 709673/2024 NYSCEF DOC. NO. 3 RECEIVED NYSCEF: 05/07/2024 D. Trade Name: The following provision is hereby added to the Lease: Tenant shall operate its business under the trade name "Sprint". Without Landlord's consent, Tenant may change its trade name to such other trade name as is used in any other stores operated by Tenant, or to any name which incorporates the name of a product or product line sold in Tenant's store. E. Dish/ Mini Macro/Antenna: The following provision is hereby added to the Lease: Tenant shall b.e permitted, without Landlord's consent, to install satellite dishes, signal repeaters, BDAs, antenna(s) or similar communications equipment (collectively, a "Dish") on the roof or rear wall of the Premises per the specifications attached as Exhibit A, provided that rooftop installations are screened from view and wall-mounted installations are painted to match the adjacent wall(s), each in a manner reasonably acceptable to Landlord and any roof penetrations are performed in a manner so as not to adversely affect Landlord's roof warranty, if any. In addition to the Dish, Tenant shall be permitted to: (i) install or cause to be installed upgrades and enhancements of its internet or data connectivity, bandwidth or capacity, utilizing cable, DSL lines, Ethernet or other similar advancement in technologies; and (ii) install additional communications equipment on the roof or rear wall of the Premises provided Tenant first obtains Landlord's approval, which approval shallnot be unreasonably withheld, conditioned or delayed. Any roof penetrations will be performed in a manner so as to not adversely affect Landlord's roof warranty, if any. All equipment used in connection with Tenant's enhancement of the telecommunication signal servicing the Premises is and shall remain Tenant's sole property. Tenant shall have the right to remove any and all telecommunication equipment at the termination of the Lease. If necessary for operation of Tenant's business and a specific location is reasonably agreed to by the parties, Tenant shall be permitted to place the Dish and related equipnient in a suitable portion of the Common Areas (e.g. alley, refuse or recycling area) at no additional charge provided the Dish and related equipment are also screened from view in a manner reasonably acceptable to Landlord. Tenant shall be obligated to repair and restore any damage to the roof and or the premises resulting from Tenant's installation or removal of any equipment. F. Broadband: Tlte following provision is hereby added to the Lease: Within (21) days of receipt twenty-one of Tenant written request and at no additional cost to Tenant, Landlord shall execute a commercially reasonable agreement granting Tenant's selected service provider the right to install, operate, and maintain facilities necessary to provide broadband service to the Premises. G. Merger Termination: The following provision is hereby added to the Lease: In the event that Tenant or its parent , subsidiary or affiliate merges with or into, or enters into a joint retail operating agreement with, another company, which operates, or its parent, subsidiary or affiliate operates, one or more retail stores with the same or substantially similar use as Tenant, may, at any time on or before Tenant November 1, 2020, terminate this Lease and obligations and all rights of both parties, except those days' which explicitly survive termination, upon one hundred eighty (180) prior written notice to Landlord. Tenant will surrender the Premises in the same condition required upon expiration, as may be set forth elsewhere in this Leasee No less than sixty (60) days prior to the termination Landlord will calculate Landlord's out- date, actual, unamortized, FILED: QUEENS COUNTY CLERK 05/07/2024 09:45 AM INDEX NO. 709673/2024 NYSCEF DOC. NO. 3 RECEIVED NYSCEF: 05/07/2024 of-pocket costs to lease the Premises to Tenalit for the then-current term, including tenant improvement allowance paid to Tenant or Tenant's general contractor, abatements, reasonable broker's fees and reasonable attorney's fees, calculated based on the number of unexpired days in the term, on the termination date and furnish an itemized summary to Tenant. Prior to the tennination date stated in the notice, Tenant will reimburse Landlord for such unamortized costs and, in addition to such unamortized costs, pay to Landlord a Termination Fee equal to the sum the amount of one (1) year Fixed Rent plus one (1) year real estate tax obligation associated with the Premises for the 12 months following the termination date. As an example only, and to avoid misunderstanding, should the Lease terminate on January 31, 2020, Tenant shall pay to Landlord taxes for the 12 month time period commencing February 1, 2020 and ending January 31, 2021.In no event however shall the foregoing be interpreted such that said tax amount would include real estate taxes for months beyond the twelah (12th) month following the month in which the early termination date occurs. H. Insurance: ARTICLE XI of the Lease is hereby amended in the following respects: (i) Section 11.01 is hereby deleted and replaced with the following: "From and aner the execution and delivery of this Agreement of Leaseand during the entire term of this lease, Tenant shall at its own cost and expense, maintain in its' effect for the benefit of Landlord, managing agent and Tenant, commercial general liability insurance in the minimum amount of $3,000,000.00 for each occurrence, combined for bodily injury, including death, and $1,000,000 for property damage to the Demised Premises. The coverage amounts set forth may be met by a combination of the underlying or umbrella policies so long as in combination the limits equal or exceed those required of Tenant pursuant to this Section 11.01 (ii) Intentionally deleted. (iii) Section 11.04 is hereby deleted and replaced with the following: "All policies of insurance required under Section 11.01 shall include the Landlord and its' managing agent as an additional insured. Each policy of insurance shall contain an agreement by the insurer that such policy will not be canceled without at least thirty (30) days prior notice of policy cancellation or, for non-payment of holder." premium, ten (10) days advance written notice to the certificate (iv) Section 11.05 0.f the Lease is hereby deleted and replaced with: "Subject to their mutual waiver of subrogation for property damage, Landlord and Tenant agree to indemnify, hold harmless, and defend the other party against any and all claims, demands, causes of action, losses, expenses or liabilities, including reasonable attorney's fees, against the other party on account of injury or death of any person and/or loss or damage to any and all property (including loss of use thereof) to the extent arising from the negligence, willful misconduct or breach of this agreement of the indemnifying party, or of their respective contractors, representatives or agents under them and specifically excluding from the indemnitor's obligation any loss or damage to the extent due to the indemnitee's own negligence, willful misconduct or breach of this agreement. Indemnity under FILED: QUEENS COUNTY CLERK 05/07/2024 09:45 AM INDEX NO. 709673/2024 NYSCEF DOC. NO. 3 RECEIVED NYSCEF: 05/07/2024 this subsection shall survive termination of the Lease for any occurrences taking place during the term of this Lease. L Utilities: "The following shall be appended to Section 4.04 of the Lease: "Notwithstanding anythingin the Lease to the contrary, if utility service is interrupted for a period of forty- eight (48) consecutive hours as a result of an act or omission of Landlord, its agents, contractors or employees and Tenant is consequently unable to operate its business in a reasonable manner, the Base Rent and Additional Rent shall abate until the interruption ceases or Tenant is able to operate its business in a reasonable manner. Additionally, upon the request of Tenant and at no additional cost to Tenant, Landlord shall promptly execute a commercially reasonable agreement granting Tenant's selected service provider the right to install, operate, and maintain facilities upon the Shopping Center and to the Premises" Premises necessary to provide broadband service to the J. Brokerage: Tenant is represented by CBRE, Inc. ("Tenant's Broker"). Tenant's Broker shall be paid one half of one full commission by Landlord pursuant to its agreement with Newmark Knight Frank. 5. Ratification and Affirmation: Except as hereby amended, the Lease shall remain unmodified and in full force and effect. Tenant affirms and Landlord acknowledges that there exists no default or condition, state of facts or event that, with the passing of time or the givisig of notice, or both, would constitute a default by Tenant in the performance of its obligations under the Lease. The Lease, as amended by this Amendment, shall be binding upon and inure to the benefit of Landlord and Tenant and their respective heirs, successors and assigns. 6. Defined Terms: Except as provided otherwise in this Amendment, the terms used in this Amendment which are defined in the Lease shall have the same meaning as set forth in the Lease. 7. Conflict of Terms: In the event that there is any conflict or inconsistency between the terms and conditions of the Lease and those of this Amendment, the terms and conditions of this Amendment shall control and govern. 8. Authority: Each person executing this Amendment on behalf of a party represents and warrants that it has the full power, authority, and legal right to execute and deliver this Amendment on behalf of such party and that this Amendment constitutes the legal, valid, and binding obligations of such party, its heirs, representatives, successors and assigns, enforceable against such party or parties in accordance with its terms. Landlord warrants to Tenant that t it has the right to amend the Lease without obtaining the consent of any third party, including, but not limited to, any lender havening a security interest in the Lease or property of which the Premises is a part. 9. Execution in Counterparts: This Amendment may be executed in any number of counterparts and by parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute FILED: QUEENS COUNTY CLERK 05/07/2024 09:45 AM INDEX NO. 709673/2024 NYSCEF DOC. NO. 3 RECEIVED NYSCEF: 05/07/2024 one and the same agreement, whether executed and exchanged electronically in pdf format or otherwise. IN WITNESS WHEREOF, the parties have executed this Amendment as of the Effective Date. .. Landlord: Tenant: Rocket , , w York limited Sprint Spectrum Realty Company, LLC, a liabil' 1- y company aware a y By: Name: e Name n , Title: 0\ e Title: Real sta Director Date: 7 Date: /// FILED: QUEENS COUNTY CLERK 05/07/2024 09:45 AM INDEX NO. 709673/2024 NYSCEF DOC. NO. 3 RECEIVED NYSCEF: 05/07/2024 Exhibit A Dish on non-penetrating Example photo of repeater (BDA) rooftop antenna systern mounted sled with protective rubber mat underneath. Please see following pages for spec sheets. FILED: QUEENS COUNTY CLERK 05/07/2024 09:45 AM INDEX NO. 709673/2024 NYSCEF DOC. NO. 3 RECEIVED NYSCEF: 05/07/2024 Exhibit B Roof Invoice Veterans Worldwide Maintenance invoice Date: 3/22/2018 105 Main Street, 3rd FI NJH1C#13VH06557100 Invoice Noa 307329 Hackensack, NJ 07601 (201) 692-B610 (201) 336-9001 (fax) service at: Sprint#0115 Blli to: Sprint CBRE c/o Conigo 6450 sprint Parkway 3030 Steinway Street, Steinway Street & 30th At Overland Park, KS 66251 Astoria, NY 11103 Date of Service: 3/19/2018 Intemal ID: 368440 S2k WO SPRINT LOCAL NY¢ & NJ & PA Customer ID:39357 Sprint CBRE c/o Corriga: POMO #: R011500426 Description: Roofing sined By: 204 Tenns: Net 30 days Unit Price Arnount Description Ctuantity Service / Labor 5135.00 3.00 545.0000 Truck Charge 5587.5200 $587 52 1.00 Roofing insterlats (decking, membrane, flashing) 72.00 $85.0000 $6.120.00 Roofing labor (4 techs/6 hours/3 days) 1.00 $200.0000 $200.00 Dispoeat Service f Labor Subtotal: $7,042.52 Subtotat $7 ' 04232 Sprint/CBRE Service Request: above the HVAC room. Please Roofing: Roof Repair: Quote 2: Store has a roof leak Sales Tax: $625.02 repair the roof. $0.00 Payments: Assessment Details: manager on duty. Technician found that a Total Due: S7,667.54 Technician arrived on site and met with store of the roof la teaking above the HVAC roorn. This portion of the roof will need to section be replaced with new membrane and decking. Technicians performed the following: old materials off-site as Removed existing roofing materials and decking: disposing of per EPA standard. rnatorials. Furnished and installed new decking prior to installation of new rooHng umished and installed new roof mernbrane to replace existing that was remove; then F flash|nto place. section of roofing. Verified that no leaks are present after Installation of new FILED: QUEENS COUNTY CLERK 05/07/2024 09:45 AM INDEX NO. 709673/2024 NYSCEF DOC. NO. 3 RECEIVED NYSCEF: 05/07/2024 IDE CHASE MANHA'ETAN BANK Landlord AND SPR1b"I SPECTRUM, l-P. TenAnt AGREEMENT OF LEASE Datedt As ar September 30, 1997 Premises: 50-30 Steinway Street, Queens, New York FILED: QUEENS COUNTY CLERK 05/07/2024 09:45 AM INDEX NO. 709673/2024 NYSCEF DOC. NO. 3 RECEIVED NYSCEF: 05/07/2024 D1U£X EAM ARTICLE Term ofLease; lhitint Appruvals. ... . . 1 I . Lease ofProperty, Defirtitions .. .... ... ... ... .· ········ II Preparatiort for Occupancy .. . ........ ... ... .. . ....... . 2 HI .. .. .. .. ... .... .. ... ... . ..... .. .. 1 IV Ree-t .. .. ....... ... .. ......... . ... .. ........... .. .. 5 l.15tl. .. ....... .. .. H.DdÏ SpRir . ... .... .. ........ .. ., 5 VI Ol)li| alion to Maintam .. ... ., ........, ... .... .. .... ... . ... ... S VII Alterations ..