Lease Agreement (2009)Full Document 

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10.2

 

Execution Version

 

LEASE AGREEMENT

 

by and between

 

620 EIGHTH NYT (NY) LIMITED PARTNERSHIP,

a Delaware limited partnership

 

 

as LANDLORD

 

 

and

 

 

NYT REAL ESTATE COMPANY LLC,

a New York limited liability company,

 

as TENANT

 

 

 

Premises:

 

Leasehold Condominium

 

 

 

 

New York Times Building

 

 

 

 

620 Eighth Avenue

 

 

 

 

New York, New York

 

 

 

 

 

 

Dated as of:  March 6, 2009

 



 

TABLE OF CONTENTS

 

 

 

Page

1.

Demise of Premises

2

2.

Certain Definitions

2

3.

Title and Condition

11

4.

Use of Leased Premises; Quiet Enjoyment

13

5.

Term

15

6.

Basic Rent

17

7.

Additional Rent

17

8.

Net Lease; Non-Terminability

18

9.

Payment of Impositions

19

10.

Compliance with Laws and Easement Agreements, Environmental Matters

20

11.

Liens; Recording

22

12.

Maintenance and Repair

23

13.

Alterations and Improvements

24

14.

Permitted Contests

26

15.

Indemnification

26

16.

Insurance

28

17.

Casualty and Condemnation

32

18.

Termination Events

34

19.

Restoration

35

20.

Procedures Upon Purchase

37

21.

Assignment and Subletting, Prohibition Against Leasehold Financing

38

22.

Events of Default

43

23.

Remedies and Damages upon Default

46

24.

Notices

50

25.

Estoppel Certificate

51

26.

Surrender

51

27.

No Merger of Title

51

28.

Books and Records

52

29.

Determination of Value

53

30.

Non-Recourse as to Landlord

54

31.

Financing

55

32.

Subordination, Non-Disturbance and Attornment; Landlord’s Waiver

57

33.

Tax Treatment; Reporting

58

34.

Option to Purchase

60

35.

Right of First Offer

61

36.

Miscellaneous

64

37.

Security Deposit

66

 

i



 

EXHIBITS

 

 

 

 

 

Exhibit “A”

- Premises

 

Exhibit “B”

- Machinery and Equipment

 

Exhibit “C”

- Schedule of Permitted Encumbrances

 

Exhibit “D”

- Rent Schedule

 

Exhibit “E”

- Default Termination Yield Schedule

 

Exhibit “F”

- Form of Notice to Extend Term

 

Exhibit “G”

- Form of Landlord SNDA

 

Exhibit “H”

- Intentionally Omitted

 

Exhibit “I”

- Form of Beneficial Assignment

 

 

ii



 

LEASE AGREEMENT, made as of March 6, 2009, between 620 EIGHTH NYT (NY) LIMITED PARTNERSHIP, a Delaware limited partnership (“Landlord”), with an address c/o W.P. Carey & Co. LLC, 50 Rockefeller Plaza, 2nd Floor, New York, New York 10020, and NYT REAL ESTATE COMPANY, LLC, a New York limited liability company, (“Tenant”), with an address at 620 Eighth Avenue, New York, New York 10018.

 

Concurrently with the execution of this Lease, Landlord has paid to Tenant the Acquisition Cost (less agreed closing and transaction costs) consistent with the terms of that certain Agreement of Purchase & Sale, dated as of the date of this Lease, by and between Landlord, as Buyer, and Tenant, as Seller (the “PSA”), and in consideration thereof and as further evidence of and security for such transaction, Tenant has executed and delivered to Landlord (or has caused to be executed and delivered to Landlord) the Assignment of Severance Lease, the Landlord Mortgage, this Lease, the Guaranty and such other documents, certificates and/or instruments as required under the PSA or otherwise mutually agreed between Landlord and Tenant to consummate the transaction (the “Transaction Documents”).  Prior to entering into the Transaction Documents, Tenant and The New York Times Company engaged a nationally recognized real estate brokerage firm and made substantial marketing efforts in order to secure the best economic result for Tenant and The New York Times Company from the financing and/or sale-leaseback of the Leased Premises and have selected the transaction as evidenced by the Transaction Documents (including the Acquisition Cost) constitutes the best option for monetizing the Leased Premises under circumstances acceptable to Tenant and The New York Times Company and constitutes fair and reasonably equivalent value to Tenant and the New York Times Company.

 

LANDLORD AND TENANT AGREE THAT IT IS THEIR MUTUAL AND EXPRESS INTENT TO CREATE, AND THAT THIS LEASE CONSTITUTES A PART OF, A SINGLE LEASE TRANSACTION, AND THAT NEITHER THIS LEASE NOR ANY PART HEREOF (INCLUDING THE PURCHASE OPTION) OR THE RIGHTS CONTAINED HEREIN ARE INTENDED OR SHALL BE CONSTRUED TO BE SEPARATE AND APART FROM THE TRANSACTION DOCUMENTS AND THE RIGHTS OR OBLIGATIONS THEREUNDER.

 

THEREFORE, TENANT, ON BEHALF OF ITSELF AND ANY TRUSTEE OR LEGAL REPRESENTATIVE (UNDER THE FEDERAL BANKRUPTCY CODE OR ANY SIMILAR STATE INSOLVENCY PROCEEDING) EXPRESSLY ACKNOWLEDGES AND AGREES THAT IT IS THE EXPRESS INTENT OF LANDLORD AND TENANT THAT NEITHER THIS LEASE NOR ANY PART THEREOF SHALL BE (OR BE DEEMED TO BE) DIVISIBLE OR SEVERABLE INTO SEPARATE AGREEMENTS FOR ANY PURPOSE WHATSOEVER, AND TENANT, ON BEHALF OF ITSELF AND ANY SUCH TRUSTEE OR LEGAL REPRESENTATIVE, HEREBY WAIVES ANY RIGHT TO CLAIM OR ASSERT A CONTRARY POSITION IN ANY ACTION OR PROCEEDING.  THE FOREGOING AGREEMENTS AND WAIVERS BY TENANT IN THIS PARAGRAPH ARE MADE AS A MATERIAL INDUCEMENT TO LANDLORD TO ENTER INTO THE TRANSACTION CONTEMPLATED BY THE TRANSACTION DOCUMENTS AND THAT, BUT FOR THE FOREGOING AGREEMENTS AND WAIVERS BY TENANT, LANDLORD WOULD NOT CONSUMMATE THIS TRANSACTION.

 

In consideration of the rents and provisions herein stipulated to be paid and performed, Landlord and Tenant hereby covenant and agree as follows:

 

1



 

1.             Demise of Premises.  Landlord hereby demises and lets to Tenant, and Tenant hereby takes and leases from Landlord, for the term and upon the provisions hereinafter specified, the following described property (collectively, the “Leased Premises”): (a) the leasehold condominium units more particularly described and identified by tax lots in Exhibit “A” attached hereto consisting of (i) Floors 2 through 20 containing approximately 712,000 rentable square feet, (ii) NYTC Unit Owner’s (as defined in the Declaration) portions of the cellar (the “Cellar Space”) and Floors 28 and 51, containing approximately 53,000 square feet, and (iii) the NYTC Unit Owner’s fractional undivided interest in approximately 100,000 square feet of common elements or limited common elements of the Condominium (as defined below) appurtenant thereto (collectively, the “Unit”), all located in the building known as “The New York Times Building” and having a street address of 620 Eighth Avenue, New York, New York 10018 (the “Building”), (b) all other Appurtenances and any structures and other improvements now or hereafter constructed within the Unit or which are located on or about the Building and which serve only the Unit or which otherwise constitute a part thereof under the terms of the Condominium Documents (as defined below) (collectively, the “Improvements”), and (c) the fixtures, machinery, equipment and other property described in Exhibit “B” hereto located within the Unit or on or about the Building and which serve only the Unit or which otherwise constitute a part thereof under the terms of the Condominium Documents, but specifically excluding Tenant’s Personal Property (collectively, the “Equipment”).

 

2.             Certain Definitions.

 

“Acquisition Cost” shall mean amount of $225,000,000.

 

“Acquisition Fee” shall mean the amount of $8,720,222.51

 

“Additional Rent” shall mean Additional Rent as defined in Paragraph 7.

 

“Affiliate” of any Person shall mean any Person which shall (i) control, (ii) be under the control of, or (iii) be under common control with such Person (the term “control” as used herein shall be deemed to mean ownership of more than 50% of the outstanding voting stock of a corporation or other majority equity and control interest if such Person is not a corporation) and the power to direct or cause the direction of the management or policies of such Person.

 

“Alterations” shall mean all changes, additions, improvements or repairs to, all alterations, reconstructions, restorations, renewals, replacements or removals of and all substitutions or replacements for any of the Improvements or Equipment, both interior and exterior, structural and non-structural, and ordinary and extraordinary.

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