CALDERWOOD & HARKNESS LLP 425 Park Avenue, 18th Floor New York, NY 10022 Tel: (212) 554-7000
Fax: (212) 554-7001
www.calderwoodharkness.com
Douglas Fairchild Partner Direct: (212) 554-7142 dfairchild@calderwoodharkness.com
August 1, 2023
VIA HAND DELIVERY AND EMAIL
Diane Ashford, Esq., Partner Pemberton Locke & Strauss LLP 1 World Financial Center, Suite 3800 New York, NY 10281
Re: Commencement Date Confirmation — Agreement of Lease dated July 13, 2023, between Greystone Metropolitan Realty LLC ("Landlord") and Aurelius Media Holdings Inc. ("Tenant") for Floors 34, 35, 36, 37, and 38 at 787 Seventh Avenue, New York, NY 10019 (the "Lease")
Calderwood & Harkness Matter Number: 1017-00009
Dear Ms. Ashford:
We write on behalf of our client, Aurelius Media Holdings Inc. ("Tenant"), a corporation duly organized and existing under the laws of the State of Delaware, in connection with the above-referenced Agreement of Lease dated July 13, 2023 (the "Lease"), by and between Greystone Metropolitan Realty LLC, a New York limited liability company ("Landlord"), and Tenant. Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in the Lease.
The purpose of this letter is to confirm, in accordance with Section 3.03 of the Lease, the Commencement Date, the Rent Commencement Date, and the Expiration Date of the Lease Term. Section 3.03 of the Lease provides that, promptly following the occurrence of the Commencement Date, Landlord and Tenant (or their respective counsel) shall exchange written confirmation of the Commencement Date, the Rent Commencement Date, and the Expiration Date. This letter is intended to satisfy that obligation on behalf of Tenant and to memorialize the parties' mutual understanding with respect to these critical dates.
We respectfully request that you review the confirmations set forth below with your client and, if in agreement, execute and return the countersigned copy of this letter enclosed herewith.
1. CONFIRMATION OF KEY DATES
1.1 Commencement Date. The Commencement Date under the Lease is hereby confirmed as August 1, 2023. Landlord has delivered possession of the Premises (as defined below) to Tenant on this date in accordance with the delivery conditions set forth in Article 3 of the Lease. In accordance with Section 3.01 of the Lease, the Lease Term of fifteen (15) years (one hundred eighty (180) months), measured from the Commencement Date, commences as of August 1, 2023. The parties acknowledge and agree that all rights and obligations of Landlord and Tenant arising under the Lease from and after the Commencement Date are in full force and effect as of such date.
1.2 Rent Commencement Date. The Rent Commencement Date under the Lease is hereby confirmed as February 1, 2024. This date reflects the expiration of the six (6)-month rent-free period (the "Rent Abatement Period") provided for in Section 4.02 of the Lease, which Rent Abatement Period commences on August 1, 2023 and expires on January 31, 2024, inclusive. During the Rent Abatement Period, Tenant shall have no obligation to pay Base Rent, although Tenant shall remain responsible for Tenant's Proportionate Share of increases in operating expenses and real estate taxes over the applicable Base Year, as well as for the payment of Additional Rent charges for electricity, overtime HVAC, and other items payable pursuant to the terms of the Lease. Commencing on February 1, 2024, Base Rent at the initial annual rate of Five Million One Hundred Eighty Thousand and 00/100 Dollars ($5,180,000.00) per annum (Four Hundred Thirty-One Thousand Six Hundred Sixty-Six and 67/100 Dollars ($431,666.67) per month, representing Twenty-Eight and 00/100 Dollars ($28.00) per rentable square foot per annum) shall be due and payable in accordance with the terms of the Lease.
1.3 Expiration Date. The Expiration Date of the Lease Term is hereby confirmed as July 31, 2038, being the date that is fifteen (15) years (one hundred eighty (180) months) after the Commencement Date, unless the Lease is sooner terminated in accordance with its terms or extended pursuant to Tenant's exercise of its renewal options. The foregoing Expiration Date is subject to Tenant's two (2) consecutive five (5)-year renewal options as set forth in Section 39.01 of the Lease, the first of which, if validly exercised, would extend the Lease Term through July 31, 2043, and the second of which, if validly exercised, would extend the Lease Term through July 31, 2048, in each case upon and subject to the terms and conditions specified therein.
2. PREMISES DESCRIPTION
For purposes of confirmation and completeness, the Premises demised under the Lease consist of the entire rentable area of Floors 34, 35, 36, 37, and 38 at the building commonly known as Greystone Tower, located at 787 Seventh Avenue, New York, New York 10019 (Block 1024, Lot 18, Borough of Manhattan, City, County, and State of New York). The Premises comprise approximately thirty-seven thousand (37,000) rentable square feet on each floor, for an aggregate of approximately one hundred eighty-five thousand (185,000) rentable square feet, as more particularly described in Exhibit A to the Lease (Floor Plans) and subject to the measurement methodology set forth in Section 2.02 of the Lease. The parties have agreed, as set forth in Section 2.02 of the Lease, that the rentable square footage of the Premises shall be deemed to be 185,000 rentable square feet for all purposes under the Lease and shall not be subject to re-measurement.
3. BASE RENT SCHEDULE SUMMARY
For reference and confirmation, the Base Rent schedule applicable during the initial Lease Term, as set forth in Section 4.01 of the Lease, is as follows:
The foregoing schedule is set forth for reference purposes only and is qualified in its entirety by the terms of the Lease. For the avoidance of doubt, Base Rent for the first partial month (if any) shall be prorated on a per diem basis in accordance with Section 4.03 of the Lease, although the parties confirm that the Rent Commencement Date falls on the first day of a calendar month and accordingly no proration is required with respect to the initial installment of Base Rent.
4. TENANT'S PROPORTIONATE SHARE AND BASE YEAR
In accordance with Sections 5.01 and 5.02 of the Lease, the following escalation parameters are confirmed:
(a) Tenant's Proportionate Share. Tenant's Proportionate Share for the purpose of calculating Tenant's share of increases in operating expenses and real estate taxes over the applicable Base Year is 12.76%, calculated as 185,000 rentable square feet (Premises) divided by 1,450,000 rentable square feet (total rentable area of the Building), as set forth in Section 1.01 of the Lease.
(b) Base Year. The Base Year for both operating expenses and real estate taxes is confirmed as calendar year 2023 (January 1, 2023 through December 31, 2023), as set forth in Sections 5.01(b) and 5.02(b) of the Lease.
5. CONFIRMATION OF DELIVERY OF POSSESSION
Landlord has delivered possession of the Premises to Tenant on August 1, 2023, in accordance with the delivery conditions specified in Section 3.02 of the Lease. Tenant hereby acknowledges receipt of possession of the Premises as of such date. Notwithstanding the foregoing, Tenant's acknowledgment of delivery is expressly subject to Tenant's rights under Section 3.04 of the Lease with respect to any punchlist items, latent defects, or other conditions of the Premises requiring correction by Landlord, which items have been separately communicated by Tenant to Landlord's property manager pursuant to Tenant's punchlist letter dated July 28, 2023. Nothing in this letter shall be construed as a waiver or release of Tenant's rights under the Lease (including, without limitation, any warranty obligations of Landlord) with respect to such punchlist items or any other matter.
6. CONDITIONS PRECEDENT SATISFIED
For purposes of completeness, we confirm that, as of the date hereof, each of the following conditions precedent to the occurrence of the Commencement Date, as set forth in Section 3.02 of the Lease, has been satisfied:
(a) Subordination, Non-Disturbance and Attornment Agreement. The Subordination, Non-Disturbance and Attornment Agreement dated July 10, 2023, among Atlas Continental Bank, N.A. (as holder of the first mortgage encumbering the Building), Greystone Metropolitan Realty LLC (as Landlord), and Aurelius Media Holdings Inc. (as Tenant), has been fully executed and delivered by all parties thereto, and a fully executed original thereof has been provided to Tenant's counsel.
(b) Letter of Credit. Tenant's irrevocable standby letter of credit, bearing reference number SNLC-2023-08015, in the amount of Five Million One Hundred Eighty Thousand and 00/100 Dollars ($5,180,000.00), issued by Caledonian National Bank PLC in favor of Landlord, was delivered to Landlord on July 14, 2023, in accordance with the requirements of Section 38.01 of the Lease. Landlord has acknowledged receipt of such letter of credit.
(c) Insurance. Certificates of insurance from Northbridge Mutual Insurance Company (commercial general liability and property coverage) and Sovereign Assurance Group PLC (umbrella/excess liability coverage), evidencing the insurance coverages and policy limits required under Article 12 of the Lease, have been delivered to Landlord and Landlord's mortgagee and have been confirmed as satisfying the Lease insurance requirements.
We are not aware of any additional conditions precedent to the Commencement Date that remain unsatisfied as of the date hereof and, to Tenant's knowledge, none exist.
7. REQUEST FOR COUNTERSIGNATURE
We respectfully request that Landlord confirm its agreement with the Commencement Date, Rent Commencement Date, and Expiration Date, and all other matters set forth herein, by causing an authorized representative of Landlord to execute and return the countersignature block set forth below. Alternatively, Landlord may provide written confirmation of such agreement by separate letter addressed to the undersigned. In either case, we ask that such confirmation be provided at your earliest convenience.
Upon execution of the countersignature block below by Landlord (or delivery of separate written confirmation), this letter shall constitute the parties' written agreement and confirmation as to the Commencement Date, the Rent Commencement Date, and the Expiration Date for all purposes under the Lease, including without limitation for purposes of Section 3.03 thereof, and shall be deemed incorporated into and made a part of the Lease as if fully set forth therein.
This letter may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Signatures transmitted by portable document format (PDF) via electronic mail shall be deemed original signatures for all purposes.
We appreciate your prompt attention to this matter and look forward to receiving the countersigned copy of this letter at your earliest convenience. Should you have any questions or wish to discuss any of the foregoing, please do not hesitate to contact me directly.
Very truly yours,
CALDERWOOD & HARKNESS LLP
By: ________
Douglas Fairchild Partner
cc: Tariq Nassar, Esq., General Counsel, Aurelius Global Media Group PLC cc: Vivienne Caldwell, SVP, Global Real Estate & Facilities, Aurelius Global Media Group PLC cc: Rafael Dominguez, Esq., Calderwood & Harkness LLP cc: Catherine Ng, SVP, Leasing, Greystone Metropolitan Realty LLC cc: Kevin Mulcahy, Esq., Pemberton Locke & Strauss LLP
ACKNOWLEDGED AND AGREED:
The undersigned, on behalf of Greystone Metropolitan Realty LLC, hereby acknowledges and confirms the Commencement Date, Rent Commencement Date, Expiration Date, and all other matters set forth in the foregoing letter.
GREYSTONE METROPOLITAN REALTY LLC
By: ________
Name: Jonathan R. Whitfield
Title: Managing Principal
Date: ________
Enclosure: Duplicate original of this letter for countersignature and return
| Lease Year(s) | Period | Annual Base Rent | Monthly Base Rent | Rate per RSF |
| Years 1–5 | February 1, 2024 – July 31, 2028 (rent payable from Month 7 through Month 60 of the Lease Term) | $5,180,000.00 | $431,666.67 | $28.00 |
| Years 6–10 | August 1, 2028 – July 31, 2033 (Months 61–120 of the Lease Term) | $6,105,000.00 | $508,750.00 | $33.00 |
| Years 11–15 | August 1, 2033 – July 31, 2038 (Months 121–180 of the Lease Term) | $7,030,000.00 | $585,833.33 | $38.00 |