Exhibit 10.3
ASSIGNMENT AND ASSUMPTION OF SUBLEASE
This ASSIGNMENT AND ASSUMPTION OF SUBLEASE (the "Assignment") dated as
of March 6, 2009 (the "Effective Date"), by and between NYT REAL ESTATE
COMPANY LLC, a New York limited liability company ("Assignor"), having an office
address at c/o The New York Times Company, 000 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx
Xxxx, 00000, and 620 EIGHTH NYT (NY) LIMITED PARTNERSHIP, a Delaware limited
partnership ("Assignee"), having an office address at c/o W.P. Xxxxx & Co. LLC,
00 Xxxxxxxxxxx Xxxxx, 0xx Xxxxx, Xxx Xxxx, Xxx Xxxx, 00000.
WITNESSETH:
WHEREAS, The New York Times Building LLC and 42nd St. Development
Project, Inc. entered into that certain Agreement of Lease dated December 12,
2001, as tenant and landlord, respectively, (the "Ground Lease"), with respect
to that certain real property located at 000 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx,
00000, as more particularly described in Exhibit A attached hereto and made a
part hereof and all improvements then or thereafter located thereon
(collectively, the "Property");
WHEREAS, The New York Times Building LLC and Assignor entered into
that certain Agreement of Sublease dated December 12, 2001, as landlord and
tenant, respectively, (the "Original NYT Severance Lease"), a Memorandum of
which was recorded on October 24, 2003, in the Office of the City Register, New
York County, as CRFN # 2003000433125, which Original NYT Severance Lease was
amended pursuant to First Amendment to Agreement of Sublease (NYT) dated August
15, 2006, between Landlord and Tenant and recorded in the Office of the City
Register of the City of New York on November 20, 2006, as CRFN # 2006000644735
and by Second Amendment to Agreement of Sublease (NYT) dated January 29, 2007,
between Landlord and Tenant and recorded in the Office of the City Register of
the City of New York on February 22, 2007, as CRFN # 2007000100157 and by Third
Amendment to Agreement of Sublease (NYT) dated as of March 6, 2009, between
Landlord and Tenant and intended to be recorded in the Office of the City
Register of the City of New York prior to this Assignment (Original NYT
Severance Lease, as so amended, the "NYT Sublease");
WHEREAS, The New York Times Building LLC submitted the Ground Lease to
a leasehold condominium structure pursuant to Article 9-B of the Real Property
Law of the State of New York and the NYT Sublease covers the condominium units
more particularly described on Exhibit B attached hereto and made a part hereof
(the "NYT Sublease Premises");
WHEREAS, Assignor wishes to assign all of its right, title and
interest in and to the NYT Sublease to Assignee, and Assignee wishes to assume
all such right, title and interest; and
WHEREAS, immediately following such assignment by Assignor to
Assignee, Assignee, as landlord, is entering into a triple-net lease of the NYT
Sublease Premises with Assignor, as tenant, dated as of the date hereof (the
"WPC Lease").
NOW, THEREFORE, in consideration of the foregoing and other good and
valuable consideration, the receipt and sufficiency of which hereby are
acknowledged, the parties hereto hereby covenant and agree as follows:
1. Capitalized terms used herein without definition shall have the
respective meanings ascribed thereto in the NYT Sublease. References herein to
any document or instrument shall refer to the same as it may be amended,
modified, supplemented, extended, renewed or assigned from time to time.
2. Assignor hereby assigns, grants, bargains, sells and transfers all
of its right, title and interest in and to the NYT Sublease, together with any
and all amendments, extensions and renewals thereof, and together with all
rights and obligations accrued or to accrue under said NYT Sublease on and after
the date hereof, to Assignee and its successors and assigns, TO HAVE AND TO HOLD
the same unto Assignee, its successors and assigns, from the date hereof, for
all the rest of the respective term of the NYT Sublease.
3. Assignee hereby assumes the duties and obligations and agrees to
perform and comply with all of the covenants and conditions of the NYT Sublease
to be performed or complied with by the tenant thereunder on and after the date
hereof, as if Assignee originally had executed the NYT Sublease as the tenant
thereunder; provided that, as between Assignor and Assignee, nothing herein
shall limit or alter Assignor's obligation to continue to perform such
obligations pursuant to the terms of the WPC Lease and the obligations under the
Condominium Documents.
4. Assignor indemnifies Assignee from any and all loss, cost, damage,
liability or expense (including, without limitation, reasonable attorneys' fees,
court costs and disbursements) that may be imposed on the Assignee by reason of
any failure by Assignor to perform any of the obligations under the NYT Sublease
arising prior to the Effective Date.
5. Assignee indemnifies Assignor from any and all loss, cost, damage,
liability or expense (including, without limitation, reasonable attorneys' fees,
court costs and disbursements) that may be imposed on the Assignor by reason of
any failure by Assignee to perform any of the obligations under the NYT Sublease
arising from and after the Effective Date; subject, however, to Assignor's
obligation to continue to perform such obligations pursuant to (i) the WPC Lease
and (ii) the Condominium Documents.
6. Promptly upon request of the other party, Assignor and Assignee
shall each execute, acknowledge (as appropriate) and deliver to the other such
other assurances and take such other actions as may be reasonably required to
carry out the intent and purpose of this Assignment, provided that neither party
shall incur any material additional cost, expense or obligation in connection
with any act that the other party may request.
7. This Assignment shall be binding on and inure to the benefit of the
parties hereto and their respective successors and assigns.
8. Nothing expressed or implied in this Assignment is intended, or
will be construed, to confer upon or give any Person other than the parties
hereto, and their successors or
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permitted assigns, any rights, remedies, obligations or liabilities under or by
reason of this Assignment, or result in such Person being deemed a third-party
beneficiary of this Assignment.
9. This Assignment shall be governed by, and construed in accordance
with, the laws of the State of New York.
10. This Assignment may be executed in counterparts, each of which
shall be an original and all of which together shall constitute but one (1) and
the same instrument.
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IN WITNESS WHEREOF, the parties hereto have signed and delivered this
Assignment as of the date first set above.
ASSIGNOR:
NYT REAL ESTATE COMPANY LLC,
a New York limited liability company
By: /s/ Xxxxxxx X. Xxxxxxxx
------------------------------------
Name: Xxxxxxx X. Xxxxxxxx
Title: Manager
ASSIGNEE:
620 EIGHTH NYT (NY) LIMITED PARTNERSHIP,
a Delaware limited partnership
By: 620 EIGHTH GP NYT (NY) LLC,
a Delaware limited liability company,
its general partner
By: CPA:17 LIMITED PARTNERSHIP,
a Delaware limited partnership,
its sole member
By: CORPORATE PROPERTY
ASSOCIATES 17 - GLOBAL INCORPORATED,
a Maryland corporation,
its general partner
By: /s/ Xxxxx X. Xxx
------------------------------------
Name: Xxxxx X. Xxx
Title: Executive Director
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STATE OF NEW YORK )
)ss.:
COUNTY OF NEW YORK)
On the 6th day of March in the year 2009, before me, the undersigned, a
Notary Public in and for said state, personally appeared Xxxxxxx X. Xxxxxxxx
personally known to me or proved to me on the basis or satisfactory evidence to
be the person(s) whose name(s) is (are) subscribed to the within instrument and
acknowledged to me that he/she/they executed the same in his/her/their
capacity(ies), and that by his/her/their signature(s) on the instrument, the
person(s), or the entity upon behalf of which the person(s) acted, executed the
instrument.
/s/ Alaina Xxxxx Xxxxxxxxx
----------------------------------------
Notary Public
ALAINA XXXXX XXXXXXXXX
Notary Public -- State of New York
No. 01GU6153040
Qualified in Westchester County
My Commission Expires Sept. 25, 0000
XXXXX XX XXX XXXX )
)ss.:
COUNTY OF NEW YORK)
On the 6th day of March in the year 2009, before me, the undersigned, a
Notary Public in and for said state, personally appeared Xxxxx X. Xxx personally
known to me or proved to me on the basis or satisfactory evidence to be the
person(s) whose name(s) is (are) subscribed to the within instrument and
acknowledged to me that he/she/they executed the same in his/her/their
capacity(ies), and that by his/her/their signature(s) on the instrument, the
person(s), or the entity upon behalf of which the person(s) acted, executed the
instrument.
/s/ Xxxxxxx X. Xxxxx
----------------------------------------
Notary Public
XXXXXXX X. XXXXX
Notary Public -- State of New York
No. 01SM6192042
Qualified in New York County
My Commission Expires Aug. 25, 2012
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EXHIBIT A
LEGAL DESCRIPTION
The Condominium Units (in the BUILDING located at and known as THE NEW YORK
TIMES BUILDING CONDOMINIUM and by Street Number 000-000 0XX XXXXXX, XXX XXXX,
XXX XXXX), designated and described as Units (SEE SCHEDULE ANNEXED) (hereinafter
called the "UNITS") in the Declaration Establishing a Plan of Leasehold
Condominium Ownership of Premises made by The New York Times Building LLC, as
Declarant, under the Condominium Act of The State of New York (Article 9-B of
the Real Property Law of the State of New York), dated as of August 4, 2006 and
recorded August 15, 2006 in the Office of the Register The City of New York (the
"REGISTER"), as CRFN 2006000460293, as amended by First Amendment to Declaration
dated January 29, 2007 and recorded as CRFN 2007000075106, and Second Amendment
to Declaration dated October 11, 2007 and recorded as CRFN 2008000008734, and
Third Amendment to Declaration dated March 6, 2009 and to be recorded with the
Register (which Declaration, and any further amendments thereto, are hereinafter
collectively called the "DECLARATION"), establishing a plan for leasehold
condominium ownership of said Building and the land upon which the same is
erected (hereinafter sometimes collectively called the "PROPERTY") and also
designated and described as Tax Lots No. (SEE SCHEDULE ANNEXED), Block 1012
Section 4, Borough of MANHATTAN on the Tax Map of the Real Property Assessment
Department of the City of New York and on the floor plans of said Building
certified by Xxxxxx Xxxxxx, approved by the Real Property Assessment Bureau on
August 13, 2006 and filed as Condominium Plan No. 1595 on August 15, 2006 in the
aforesaid Register's Office.
The land upon which the Building containing the Units is erected as
follows:
ALL that certain plot, piece or parcel of land, situate, lying and being in
the Borough of Manhattan, County of New York, City and State of New York,
bounded and described as follows:
BEGINNING at the corner formed by the intersection of the northerly line of
Xxxx 00xx Xxxxxx with the easterly line of 8th Avenue,
RUNNING THENCE northerly along said easterly line of 8th Avenue, 197 feet 6
inches to the corner formed by the intersection of the easterly side of 0xx
Xxxxxx with the southerly line of West 00xx Xxxxxx;
THENCE easterly along said southerly line of West 41st Street, 400 feet;
THENCE southerly and parallel to said easterly line of 8th Avenue, 197 feet
6 inches to the northerly line of Xxxx 00xx Xxxxxx;
THENCE westerly along said northerly line of West 40th Street, 400 feet to
the point or place of BEGINNING,
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TOGETHER with an undivided percentage interest (SEE SCHEDULE ANNEXED) in
the Common Elements and the NYTC Limited Common Elements (as such terms are
defined in the Declaration) of the New York Times Building Condominium, recorded
as CRFN 2006000460293 as amended.
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SCHEDULE OF UNITS
PERCENTAGE
UNIT INTEREST IN
DESIGNATION TAX LOT COMMON ELEMENTS
----------- ------- ---------------
0-A 1001 0.6627%
1-A 1003 2.0132%
1-E 1007 0.0691%
2-A 1009 4.7805%
3-A 1010 4.7579%
4-A 1011 4.5636%
5-A 1012 1.6352%
6-A 1013 1.7325%
7-A 1014 1.7325%
8-A 1015 1.7325%
9-A 1016 1.7325%
10-A 1017 1.7325%
11-A 1018 1.7325%
12-A 1019 1.7325%
13-A 1020 1.7325%
14-A 1021 1.7440%
15-A 1022 1.3998%
16-A 1023 1.7484%
17-A 1024 1.7207%
18-A 1025 1.7711%
19-A 1026 1.7711%
20-A 1027 1.7711%
28-A 1035 0.4446%
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