Agreement of Lease (2006)Full Document 

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EXECUTION VERSION

 


AGREEMENT OF LEASE

 


7 WORLD TRADE CENTER, LLC,

LANDLORD

AND

MOODY’S CORPORATION,

TENANT

Premises at:

7 World Trade Center at 250 Greenwich Street

New York, New York

Dated: September 7, 2006


TABLE OF CONTENTS

 

     Page

ARTICLE 1 DEMISE, PREMISES, RENT

   19

ARTICLE 2 USE AND OCCUPANCY

   20

ARTICLE 3 TERM

   27

ARTICLE 4 ALTERATIONS; NON-INTERFERING USES

   28

ARTICLE 5 CONDITION OF THE PREMISES; LANDLORD’S WORK

   36

ARTICLE 6 REPAIRS; FLOOR LOAD

   37

ARTICLE 7 REAL ESTATE TAXES, OPERATING EXPENSES AND ADDITIONAL RENT

   40

ARTICLE 8 LEGAL REQUIREMENTS

   54

ARTICLE 9 SUBORDINATION AND NON-DISTURBANCE; ESTOPPEL CERTIFICATES

   57

ARTICLE 10 SERVICES

   60

ARTICLE 11 INSURANCE

   86

ARTICLE 12 DESTRUCTION OF THE PREMISES; PROPERTY LOSS OR DAMAGE

   89

ARTICLE 13 EMINENT DOMAIN

   91

ARTICLE 14 ASSIGNMENT, SUBLETTING, MORTGAGE, ETC.

   93

ARTICLE 15 ACCESS TO PREMISES; BASE BUILDING UPGRADE WORK

   111

ARTICLE 16 CERTIFICATE OF OCCUPANCY

   113

ARTICLE 17 DEFAULT

   114

ARTICLE 18 REMEDIES AND DAMAGES

   117

ARTICLE 19 FEES AND EXPENSES

   119

ARTICLE 20 NO REPRESENTATIONS BY LANDLORD

   120

ARTICLE 21 END OF TERM

   120

ARTICLE 22 QUIET ENJOYMENT

   122

ARTICLE 23 NO WAIVER; NON-LIABILITY

   122

ARTICLE 24 WAIVERS

   124

ARTICLE 25 INABILITY TO PERFORM

   125

ARTICLE 26 BILLS AND NOTICES

   126

ARTICLE 27 RULES AND REGULATIONS

   128

ARTICLE 28 BROKER

   129

ARTICLE 29 INDEMNITY

   129

ARTICLE 30 INTENTIONALLY OMITTED

   131

ARTICLE 31 LANDLORD’S CONTRIBUTION

   131

ARTICLE 32 BUILDING NAME; CONCIERGE DESK; SIGNAGE

   133

ARTICLE 33 RENEWAL OPTION

   136

ARTICLE 34 ARBITRATION

   141

ARTICLE 35 MISCELLANEOUS

   142

ARTICLE 36 EXPANSION OPTION; RIGHT OF FIRST OFFER

   148

ARTICLE 37 ADJUSTMENT OPTIONS

   156

ARTICLE 38 PARTIAL CANCELLATION OPTION

   158

ARTICLE 39 LEASING RESTRICTION

   160

ARTICLE 40 SUBLETTING FROM OTHER BUILDING TENANTS

   161

 

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Exhibits   
  Exhibit A-1    Land
  Exhibit A-2    Area Calculations
  Exhibit B:    Building Rules and Regulations
  Exhibit C:    Alteration Rules and Regulations
  Exhibit D:    Work Letter
  Exhibit E:    Premises
  Exhibit F:    Fixed Rent
  Exhibit G:    Cleaning Specifications
  Exhibit H:    Approved Contractors
  Exhibit I:    Approved Architects and Engineers
  Exhibit J-1:    Form of Consent to Assignment
  Exhibit J-2:    Form of Consent to Sublease
  Exhibit K:    Omnibus Act
  Exhibit L:    Competitors
  Exhibit M:    Form of Subtenant Survey
  Exhibit N:    Form of Annual Employment Report
  Exhibit O:    Form of Prohibited Person Certificate
  Exhibit P:    Form of Mortgagee SNDA
  Exhibit Q:    Security Specifications
  Exhibit R:    Flue
  Exhibit S:    Risers
  Exhibit T:    Generator Area
  Exhibit U:    Tenant Signage
  Exhibit V:    Form of Memorandum of Lease
  Exhibit W:    Form of Termination of Memorandum of Lease
  Exhibit X:    Required Cleaning Contract Bidders
  Exhibit Y:    Condenser Water Specifications
  Exhibit Z    Tenant’s Security Desk Terminal Location
  Exhibit AA:    Form of Confidentiality Agreement
  Exhibit BB:    Form of License Agreement
  Exhibit CC:    Form of Port Authority Consent
  Exhibit DD:    Form of Port Authority SNDA
  Exhibit EE:    Punch List
Schedules   
  Schedule A:    Governmental Documents
  Schedule B:    Mortgage Schedule
  Schedule C:    Message Center
  Schedule D:    Floor Ready Condition
  Schedule E:    Current Estimated Overtime Rates
  Schedule F:    Current Pro Forma Landlord’s Statement

 

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This AGREEMENT OF LEASE (this “Lease”), is made as of the 7th day of September, 2006, by and between 7 WORLD TRADE CENTER, LLC, a limited liability company organized and existing under and by virtue of the laws of the State of Delaware, having an office and place of business at c/o Silverstein Properties, Inc., 7 World Trade Center at 250 Greenwich Street, 38th Floor, New York, New York 10007 (“Landlord”) and MOODY’S CORPORATION, a Delaware corporation, having an address at 99 Church Street, New York, New York 10007 (“Tenant”).

W I T N E S S E T H:

WHEREAS, by that certain Agreement of Lease, dated as of December 31, 1980, between The Port of Authority of New York and New Jersey (the “Port Authority”), as Lessor, and 7 World Trade Company L.P., as Lessee, as amended and restated by that certain Restated and Amended Agreement of Lease, dated as of February 6, 2003 (as such lease has been or may be amended, modified and supplemented from time to time, the “Underlying Lease”), between The Port Authority of New York and New Jersey, as Lessor, and 7 World Trade Company L.P., as Lessee, a memorandum of which was recorded in the office of the Register of The City of New York on April 22, 2005, bearing City Register File No. (CFRN) 2005000235308, as assigned to Landlord pursuant to an Assignment of Lease with Assumption and Consent, dated as of March 21, 2005, by 7 World Trade Company, L.P., as assignor, and Landlord, as assignee, which Assignment was recorded in the office of the Register of The City of New York on April 22, 2005, bearing City Register File No. (CFRN) 2005000235311, the Port Authority leased to Landlord the Land (as hereinafter defined);

WHEREAS, Landlord is the current holder of the leasehold estate created by the Underlying Lease; and

WHEREAS, Landlord desires to lease to Tenant, and Tenant desires to hire from Landlord, the Premises (as hereinafter defined).

NOW, THEREFORE, the parties hereto, for themselves, their legal representatives, successors and assigns, hereby covenant and agree as follows:

The following terms shall, wherever used in this Lease (unless the context requires otherwise), shall have the respective meanings set forth below (or as specified in the Sections of this Lease set forth below) after such terms:

25th Floor Space: as defined in Section 5.2.

25th Floor Outside Date: as defined in Section 5.2.

AAA: the American Arbitration Association or its successor.

Abatement Notice: as defined in Section 6.4.

Additional Floor: as defined in Section 37.2(a).

 

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Additional Floor Commencement Date: as defined in Section 37.2(b).

Additional Floor Notice: as defined in Section 37.2(a).

Additional Rent: Tenant’s Pilot Payment, Tenant’s Tax Payment and Tenant’s Operating Payment and any and all other sums, other than Fixed Rent, payable by Tenant under this Lease or otherwise in connection with the use and occupancy of the Premises including, without limitation, sums payable under work orders issued by Landlord’s managing agent.

Adjustment Commencement Date: as defined in Section 37.2(b).

Affiliate: with respect to any Person, any other Person that, directly or indirectly, through one or more intermediaries, Controls, is Controlled by, or is under common Control with, such first Person.

After Hours HVAC Service: as defined in Section 10.3(c).

Alteration Threshold: as defined in Section 4.1(a).

Alterations or Tenant’s Alterations: alterations, installations, improvements, additions and other physical changes made by or on behalf of Tenant or a Tenant Party in or about the Premises, including, without limitation, Tenant’s Initial Alterations, Material Alterations, or Decorative Alterations.

Applicable Rate: a rate equal to the lesser of (i) the rate announced by Bank of America, N.A. or its successor from time to time as its prime or base rate, and (ii) the maximum applicable legal rate, if any.

Approved Architects and Engineers: those architects and engineers that are listed on Exhibit I attached hereto (as such Exhibit may be modified from time to time in accordance with the terms of Section 4.3).

Approved Contractors: those contractors that are listed on Exhibit H attached hereto (as such Exhibit may be modified from time to time in accordance with the terms of Section 4.3).

Appurtenances: as defined in Section 1.1(vii) of the Underlying Lease.

Assessed Valuation: as defined in Section 7.1(c).

Attornment Event: as defined in Section 14.13(a).

Auditorium: as defined in Section 2.2(c)(ix).

Availability Date: as defined in Section 36.1(c).

available for leasing: as used in Article 36, is defined in Section 36.2(c), and as used in Article 37, is defined in Section 37.2(e).

Base Building Restoration: as defined in Section 12.2(a).

 

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Base Operating Expenses: the Operating Expenses for the Base Operating Year.

Base Operating Year: calendar year 2007.

Base Pilot Square Foot Factor: the average of the Pilot Square Foot Factor for the Base Pilot Year.

Base Pilot Year: calendar year 2007.

Base Tax Amount: an amount equal to the Pilot payable pursuant to Section 6.8 of the Underlying Lease for the Base Tax Year.

Base Tax Year: the portion of the Tax Year from January 1, 2007 through June 30, 2007, plus the portion of the Tax Year from July 1, 2007 through December 31, 2007.

BID: as defined in Section 7.1(h).

BID Surcharge: as defined in Section 7.1(h).

Brokers: as defined in Section 28.1.

Building: all the buildings, equipment and other improvements and appurtenances of every kind and description (but excluding Tenant’s Property) now or hereafter erected, constructed or placed upon the Land and any and all alterations, renewals, replacements, additions and substitutions thereto.

Building Area: 1,679,660 square feet.

Building HVAC System: as defined in Section 10.3(a).

Building Services: as defined in Section 10.1.

Building Tenant Sublease Notice: as defined in Section 40.1(a).

Building Tenant Sublease Option: as defined in Section 40.1(a).

Building Systems: the mechanical, electrical, and gas systems and the Building HVAC System and the elevator, plumbing, sanitary, fire protection, sprinkler and life-safety systems of the Building (but shall not include the portions of such systems, or the distribution facilities appurtenant thereto, located within and exclusively serving the Premises) from the point of connection in each floor of the Premises.

Business Days: all days, excluding Saturdays, Sundays and Holidays.

Business Hours: as defined in Section 10.3(a).

Cancellation Date: as defined in Section 38.1(a).

Cancellation Notice: as defined in Section 38.1(a)(i).

 

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Cancellation Option: as defined in Section 38.1(a).

Cancellation Payment: as defined in Section 38.1(a)(ii).

Cancellation Space: as defined in Section 38.1(a)(i).

City: The City of New York.

City Agreement: as defined in Section 6.8 of the Underlying Lease.

Cleaning Default: as defined in Section 10.5(c).

Commencement Date: means the date that is the later to occur of (i) thirty (30) days after the Effective Date and (ii) receipt of all necessary consents and approvals related to the effectiveness of this Lease (including receipt of the Port Authority SNDA, the Port Authority Consent and a Non-Disturbance Agreement with respect to the Existing Mortgage).

Common Areas: the core and shell of the Building, including, without limitation, the Lobby, the roof of the Building (other than portions of the roof used exclusively by Landlord, Tenant, or other tenants of the Building), elevators, mechanical rooms, electrical closets, janitorial and telecommunication closets, elevator lobbies and corridors and other areas, if any, shared by two (2) or more occupants on multi-tenant floors, the Building Systems and the public portions of the Building.

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