Exhibit 10.33


 
















 


1290 Partners, L.P.

c/o Capital Trust


410 Park Avenue

New York, New York 10022


 


October 5,
2001


Re:                               1290
Avenue of the Americas


New York, New
York 10104


 


The Bank of New York

330 West 34th Street, 17th Floor

New York, New York 10001


 


Warner Music Group Inc.

1290 Avenue of the Americas

New York, New York 10104


 


The Equitable Life Assurance
Society of the United States

1290 Avenue of the Americas

New York, New York 10104


 


RE:                              CONSENT
TO ASSIGNMENT OF SUBLEASE


 


	
  “Building”:

  	
  1290 Avenue
  of the Americas, New York, New York 10104.

  
	
   

  	
   

  
	
  “Premises”:

  	
  The entire
  rentable area of the 29th floor of the Building.

  
	
   

  	
   

  
	
  “Landlord”:

  	
  1290
  Partners, L.P.

  
	
   

  	
   

  
	
  “Tenant”:

  	
  Warner Music
  Group Inc.

  
	
   

  	
   

  
	
  “Subtenant”/”Assignor”:

  	
  The
  Equitable Life Assurance Society of the United States

  
	
   

  	
   

  
	
  “Lease”:

  	
  Lease dated
  as of February 1, 1996, as amended by a First Amendment to Lease dated as of
  January 1, 1997, and as further amended by a Second Amendment of Lease dated
  as of January 1, 1997, between the predecessor-in-interest of Landlord and
  the predecessor-in-interest of Tenant, wherein Landlord leased to Tenant the
  Premises located at the Building.

  
	
   

  	
   

  
	
  “Assignee”:

  	
  The Bank of
  New York

  
	
   

  	
   

  
	
  “Assignment”:

  	
  Assignment
  and Assumption of Sublease dated as of October 5, 2001 between Assignor and
  Assignee, as same may be amended, modified, extended or restated from time to
  time as permitted in this Agreement.

  



 



















	
  “Sublease”:

  	
  Sublease
  dated April 13, 1999 between Tenant and Subtenant, as same may be amended,
  modified, extended or restated from time to time, as may be permitted
  hereunder.

  



 


Ladies/Gentlemen:


 


You have
requested Landlord’s consent to the Assignment. Such consent is hereby granted
on the terms and conditions, and in reliance upon the representations and
warranties, set forth in this letter (this “Agreement”).


 


1.                                       (a)                                  Tenant
represents and warrants to Landlord and Assignee that (i) the Lease and
the Sublease are in full force and effect; (ii) the Lease has not been
assigned or encumbered except by the Sublease and by the assignment of the
Lease to Tenant; (iii) Tenant knows of no defense or counterclaim to the
enforcement of the Lease; and (iv) Tenant is not entitled to any
reduction, offset or abatement of the rent payable under the Lease.


 


(b)                                 Subtenant
represents and warrants to Landlord and Assignee that (i) the Sublease is
in full force and effect; (ii) the Sublease has not been assigned,
encumbered, modified, extended or supplemented; (iii) Subtenant knows of
no defense or counterclaim to the enforcement of the Sublease; and
(iv) Subtenant is not entitled to any reduction, offset or abatement of
the rent payable under the Sublease.


 


(c)                                  Assignor
and Assignee each represents and warrants to Landlord that (i) the
Assignment constitutes the complete agreement between Assignor and Assignee
with respect to the subject matter thereof; and (ii) a true and complete
copy of the Assignment is attached hereto.


 


(d)                                 Landlord
represents and warrants that the (i) Lease is in full force and effect,
and (ii) to the best of Landlord’s knowledge Tenant is not in default of
any of its obligations or covenants, and has not breached any of its
representations or warranties, under the Lease.


 


2.                                       The
Assignment shall be subject and subordinate to the Lease, and all of its
provisions. Neither Tenant, Subtenant nor Assignee shall take, permit or suffer
any action which would violate the provisions of the Lease or this Agreement.


 


3.                                       Landlord’s
obligations to Tenant and Subtenant in respect of the Sublease are governed
only by the Lease (as to Tenant only, and not as to Subtenant) and the
agreement, dated April 16, 1999 by Landlord, Tenant and Subtenant consenting to
the Sublease (the “Sublease Consent”). Landlord’s obligations to Assignee are
only as expressly provided in this Agreement. Landlord shall not be bound or
estopped by any provision of the Assignment, including any provision purporting
to impose any obligations upon Landlord (except as provided in Paragraph 6 of
this Agreement). Nothing contained herein shall be construed as a consent to, approval
of, or ratification by Landlord of, any of the


 



















particular provisions of the
Assignment or any plan or drawing referred to or contained therein (except as
may be expressly provided herein). Landlord has not reviewed or approved any
provision of the Assignment.


 


4.                                       If
Tenant, Subtenant or Assignee violates any of the terms of this Agreement, or
if any representation by Tenant, Subtenant or Assignee is this Agreement is
untrue in any material respect, or if Assignor or Assignee takes any action
which would constitute a default under the Lease, then Landlord may declare the
Lease to be in default and, upon expiration of applicable notice and/or cure
periods (if any), avail itself of all remedies provided at law or equity or in
the Lease with respect to defaults.


 


5.                                       Subject
to the provisions of Paragraph 6 of this Agreement, if the Lease is terminated
prior to the stated expiration date provided therein, the Assignment, on the
date of such termination, shall likewise terminate. In connection with such termination,
Assignee, at its sole expense, shall surrender the Premises to Landlord, in the
manner provided for in the Lease, including the removal of all its personal
property from the Premises and from any part of the Building to which it is not
otherwise entitled to occupancy and repair all resulting damage to the Premises
and the Building. Except as otherwise provided in the Lease, Landlord shall
have the right to retain any property and personal effects which remain in the
Premises or the Building on the date of termination of the Lease, without any
obligation or liability to Assignee, and to retain any net proceeds realized
from the sale thereof, without waiving Landlord’s rights with respect to any
default by Tenant, Subtenant or Assignee under the foregoing provisions of this
paragraph and the provisions of the Lease, the Sublease and the Assignment. If
Assignee shall fail to vacate and surrender the Premises in accordance with the
provisions of this paragraph, Landlord shall be entitled to all of the rights
and remedies which are available to a landlord against a tenant holding over
after the expiration of a term, and, any such holding over shall be deemed a
default under the Lease. In addition, Assignee agrees that it will not seek,
and it expressly waives any right to seek, any stay of the prosecution of, or
the execution of any judgment awarded in, any action by Landlord to recover
possession of the Premises. Assignee may not vacate the Premises on a Sunday or
a holiday. If the Assignment terminates on a Sunday or a holiday, Assignee must
comply with this paragraph by the end of the preceding Saturday or business
day. This paragraph shall survive the earlier termination of the Lease,
Sublease and the Assignment.


 


6.                                       If
the Lease is terminated before the stated expiration date stated therein,
Assignee shall attorn to Landlord or any such party upon the then executory
terms of the Lease and/or Sublease for the remainder of the stated term of the
Sublease, and Landlord or such other party shall recognize Assignee’s occupancy
rights, provided further that such party’s obligations to Assignee shall be
governed by the terms of the Lease and this Agreement. The party to whom
Assignee attorns shall, under such circumstances, agree not to disturb Assignee
in its use and enjoyment of the Premises, provided Assignee performs all of its
obligations under the Assignment. Such party shall not be required to honor or
credit Assignee for (a) any payments of rent made to Tenant or Subtenant
for more than one month in advance or for any other payment owing by, or on
deposit with, Tenant or


 
















 


Subtenant for the credit of
Assignee, (b) any obligation to perform any work or make any payment to
Assignee pursuant to a work letter, the Assignment or otherwise (other than
repair or maintenance work with respect to the Premises required of the
Landlord under the Lease), (c) any security deposit not in Landlord’s
actual possession, (d) any obligation of, or liability resulting from any
act or omission of Tenant or Subtenant, (e) any amendment of the
Assignment not expressly consented to by Landlord, or (f) any defenses,
abatements, reductions, counterclaims or offsets assertable against Tenant or
Subtenant. This provision is self-operative, whether or not, as a matter of law,
the Assignment may terminate upon the expiration or termination of the term of
the Lease. Assignee, however, agrees to give Landlord or such other party, on
request, an instrument acknowledging an attornment according to these terms. No
attornment pursuant to this paragraph shall be deemed a waiver or impairment of
Landlord’s rights under the Lease to pursue any remedy not inconsistent with
such attornment. Tenant or Subtenant shall deliver to Landlord or such other
party any security deposit which Tenant or Subtenant is then holding under the
Assignment and Assignee shall reimburse Landlord or such other party for any
costs that may be incurred by it in connection with such attornment, including
reasonable legal fees and disbursements.


 


7.                                       Tenant,
Subtenant and Assignee each agrees that:


 


(a)                                  none
of Landlord’s, shareholders, partners, directors, officers, agents or
employees, directly or indirectly, shall be liable for Landlord’s performance
under the Lease or this Agreement;


 


(b)                                 Landlord’s
liability with respect to this Agreement shall be limited to the value of
Landlord’s interest in the Land and the Building (as defined in the Lease);


 


(c)                                  it
will not seek to satisfy any judgement against Landlord out of the assets of
any person or entity other than Landlord (but only to the extent provided in
clause (b) above); and


 


(d)                                 the
obligations of Landlord under this Agreement and those not yet accrued under
the Lease shall not be binding upon Landlord after the sale, conveyance,
assignment or transfer by Landlord of its interest in the Land and the
Building, and Tenant, Subtenant and Assignee shall look solely to the
transferee for the satisfaction of such obligations. Any such transferee shall
be deemed to have assumed all Landlord’s obligations under this Agreement.


 


8.                                       Assignor
and Assignee each represents and warrants that no rent or other consideration
is being paid or is payable by Assignee for the right to use or occupy the
Premises or for the use, sale or rental of any fixtures, leasehold
improvements, equipment, furniture or other personal property, except as
expressly provided for in the Assignment. Landlord agrees to look to Tenant for
any so-called ‘‘profit sharing” under Section 5.05 of the Lease only to the
extent Tenant is entitled to any profits from the transactions contemplated by
the Assignment; to the extent any so-called “profit sharing” would


 
















 


otherwise be due and payable to
Landlord arising out of the Assignment and Tenant is not entitled to same,
Landlord agrees to look solely to Subtenant for any such amounts.


 


9.                                       Landlord
represents and warrants that (i) the Lease is unmodified except as
provided herein and in full force and effect, (ii) Fixed Rent and
Additional Charges have been paid through the date hereof, and (iii) to
the best knowledge of the undersigned, Tenant is not in default of its
obligations under the Lease and no event has occurred which with the giving of
notice or passage of time, or both, would constitute such a default.


 


10.                                 The
Lease, the Sublease Consent and this Agreement constitute the entire agreement
of the parties with respect to Landlord’s consent to the Assignment. This
Agreement may not be changed except in writing signed by each party hereto.


 


11.                                 All
statements, notices and other communications given pursuant to this Agreement
must be in writing and must be delivered personally with receipt acknowledged,
or sent by a nationally recognized reputable overnight courier (against a
receipt of delivery), or by registered mail, return receipt requested,
addressed to the parties at their addresses set forth above or at such other
address as any party may designate upon not less than 10 days prior notice
given in accordance with this paragraph. Any such communication shall be deemed
delivered when personally delivered, or on the date received or rejected as
indicated by the receipt if sent by overnight courier or by the return receipt
if sent by mail.


 


12.                                 This
Agreement will be construed and governed by New York law.


 


13.                                 Landlord’s
rights and remedies under this Agreement shall be in addition to every other
right or remedy available to it under the Lease, at law, in equity or otherwise
and Landlord shall be able to assert its rights and remedies at the same time
as, before, or after its assertion of any other right or remedy to which it is
entitled without in any way diminishing such other rights or remedies. The
invalidity or unenforceability of any provision of this Agreement shall not
impair the validity and enforceability of any other provision of this
Agreement.


 


14.                                 This
Agreement shall bind and inure to the benefit of the parties and their
respective successors and assigns, except as provided in Paragraph
7(d) above and except that it shall not inure to the benefit of any
successor or assign of Tenant, Subtenant or Assignee whose status was acquired
in violation of the Lease, the Sublease Consent or this Agreement.


 


15.                                 Each
of the persons executing this Agreement on behalf of Landlord, Tenant,
Subtenant and Assignee represents that he or she is duly authorized to execute and
deliver this Agreement on behalf of such party, and that each of Landlord,
Tenant, Subtenant and Assignee has full power and authority to enter into this
Agreement.


 


16.                                 Subtenant
and Assignee, jointly and severally, agree to indemnify Landlord against, and
hold Landlord harmless from, all costs, damages and expenses,


 
















 


including reasonable attorneys’
fees and disbursements, arising out of any claims for brokerage commissions,
finders fees or other compensation by reason of any person or entity claiming
to have dealt with Subtenant or Assignee in connection with the Assignment or
procuring possession of the Premises. Subtenant and Assignee, at their sole
expense, may defend any such claim and settle any such claim at their expense,
but only Landlord may approve the text of any stipulation, settlement
agreement, consent order, judgment or decree entered into on its behalf unless
the effect thereon is to absolve or release Landlord of or from all liability
or obligation for any such claim without any payment performance or admission
of liability or fault required from Landlord. The provisions of this Paragraph
16 shall survive the expiration or sooner termination of the Lease or the
Sublease.


 


17.                                 Assignee
agrees to indemnify Landlord against, and hold it harmless from any and all
losses, costs, expenses, claims and liabilities including, but not limited to,
reasonable counsel fees, arising from any accident, injury or damage whatsoever
caused to any person or to the property of any person and occurring during the
term of the Assignment occurring in or about the Premises unless caused by
Landlord’s, or Landlord’s employees or contractors, negligence or willful
misconduct. If any proceeding is brought against Landlord by reason of any such
claim, Assignee shall be responsible for Landlord’s costs and expenses
(including, without limitation, reasonable attorneys’ fees and
expenses) incurred in connection therewith. If any action or proceeding is
brought against Landlord by reason of any such claims, Assignee upon written
notice from Landlord, shall, at Assignee’s sole cost and expense, resist or
defend such action or proceeding using counsel reasonably approved by Landlord,
but may not settle any such claim without Landlord’s prior written approval
unless the effect thereof is to absolve or release Landlord of or from all
liability or obligation for any such claim without any payment, performance or
admission of liability or fault required from Landlord. The provisions of this
Paragraph 17 shall survive the expiration of earlier termination of the term of
the Assignment or the Lease. The indemnity and any right granted to Landlord
pursuant to this paragraph shall be in addition to, and not in limitation of,
Landlord’s rights under the Lease. The provisions of Section 7.03 of the Lease
shall apply as between Landlord and Subtenant and shall be deemed incorporated
herein by reference except that reference therein to “Tenant” shall be deemed
to be “Subtenant.”


 


18.                                 Landlord’s
consent to the Assignment pursuant to this Agreement does not include consent
to any modification, supplement or amendment of the Assignment, or to any
further subletting of the Premises, or to any additional subleasing of the
Premises, each of which requires Landlord’s prior written consent. If Tenant,
Subtenant or Assignee desires Landlord’s consent to any such other action it
must specifically and separately request such consent.


 


19.                                 Neither
the execution and delivery of this Agreement or the Assignment, nor any
acceptance of rent or other consideration from Assignee by Landlord or Landlord’s
agent shall operate to waive, modify, impair, release or in any manner affect
Tenant’s liability or obligations under the Lease or the Subtenant’s liability
or obligations under the Sublease.


 
















 


20.                                 If
there shall be any conflict or inconsistency between the terms, covenants and
conditions of this Agreement or the Lease, the Sublease and the Assignment,
then the terms, covenants and conditions of this Agreement or the Lease shall
prevail. If there shall be any conflict or inconsistency between this Agreement
and the Lease; such conflict or inconsistency shall be determined for the
benefit of, and by, Landlord.


 


21.                                 EACH
OF THE PARTIES HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ITS RIGHT TO A
JURY TRIAL IN ANY CAUSE OF ACTION ARISING OUT OF, OR RELATING TO, THIS
AGREEMENT.


 


22.                                 Assignee
agrees to pay, upon demand, Landlord’s reasonable out-of-pocket fees and
disbursements incurred in connection with and related to the preparation and
execution of this Agreement.


 


23.                                 This
Agreement may be executed in counterparts, each of which shall be deemed an
original, and all such counterparts shall together constitute one and the same
instrument.


 


 


[SIGNATURE PAGE TO FOLLOW.]


 
















 


Please
acknowledge your agreement to the terms and conditions of this Agreement by
signing the copy of this Agreement enclosed herewith and returning it to the
Landlord. You may consider Landlord’s consent to be effective upon your receipt
of a fully executed copy of this Agreement.


 


	
   

  	
  Very truly
  yours,

  
	
   

  	
   

  
	
   

  	
  By: 1290
  PARTNERS, L.P., Landlord

  
	
   

  	
   

  
	
   

  	
  By: 1290 GP
  Corp., its general partner

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  WARNER
  MUSIC GROUP INC.,

  	
   

  
	
   

  	
  Tenant

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ David
  Johnson

  	
   

  
	
   

  	
   

  	
  Name:

  	
  David H.
  Johnson

  	
   

  
	
   

  	
   

  	
  Title: 

  	
  Executive
  Vice President

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  THE
  EQUITABLE LIFE ASSURANCE

  SOCIETY OF THE UNITED STATES,

  	
   

  
	
   

  	
  Subtenant,

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Rodger
  Packer

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Rodger
  Packer

  	
   

  
	
   

  	
   

  	
  Title: 

  	
  Senior Vice
  President

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  THE BANK
  OF NEW YORK, Assignee

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Jeanne
  M. Login

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Jeanne M.
  Login

  	
   

  
	
   

  	
   

  	
  Title: 

  	
  Vice
  President

  	
   

  



 



















	
  “Assignee”:

  	
  The
  Bank of New York

  
	
   

  	
   

  
	
  “Assignment”:

  	
  That certain agreement, a copy
  of which is attached hereto as Exhibit A

  
	
   

  	
   

  
	
  “Consent
  to Assignment:

  	
  Consent
  to Assignment and Assumption of Sublease dated October 5, 2001, by and
  among Landlord, Tenant, Subtenant and Assignee

  



 


Ladies and
Gentlemen:


 


You
have requested our consent to the Assignment of the Sublease. Such consent is
hereby granted on the terms and conditions, and in reliance upon the
representations and warranties, set forth in this letter (this “Agreement”).


 


1.                                       Subtenant represents and warrants that (a) the Sublease is in full force
and effect; (b) the Sublease
has not been assigned or encumbered; (c) Subtenant knows of no defense or
counterclaim to the enforcement of the Sublease; and (d) Subtenant is not
entitled to any reduction, offset or abatement of the rent payable under the
Sublease.


 


2.                                       Subtenant and Assignee each represents and
warrants that no rent or other consideration is being paid or is payable to
Subtenant by Assignee, for the assignment of the Sublease, the right to use or
occupy the Sublet Space or for the use, sale or rental of Subtenant’s fixtures,
leasehold improvements, equipment, furniture or other personal property except
as disclosed in the Assignment.


 


3.                                       The Sublease, the Consent, the Consent to
Assignment and this Agreement
constitute the entire agreement of the parties with respect to Tenant’s consent
to the assignment of the Sublease. This Agreement may not be changed except in
writing signed by the party to be charged.


 


4.                                       This Agreement shall be construed and
governed by New York law.


 


5.                                       Tenant’s rights and remedies under this
Agreement shall be in addition to every other right or remedy available to it
under the Sublease, at law, in equity or otherwise and Tenant shall be able to
assert its rights and remedies at the same time as, before, or after its
assertion of any other right or remedy to which it is entitled without in any
way diminishing such other rights or remedies. The invalidity or
unenforceability of any provision of this Agreement shall not impair the
validity and enforceability of any other provision of this Agreement.


 


6.                                       This Agreement shall bind and inure to the
benefit of the parties and their respective successors and assigns, except that
it shall not inure to the benefit of any successor or assign of Subtenant or
Assignee whose status was acquired in violation of the Lease, the Sublease, the
Consent or this Agreement.


 


2
















 


7.                                       Each of the persons
executing this Agreement on behalf of Tenant, Subtenant and Assignee represents
that he or she is duly authorized to execute and deliver this Agreement on
behalf of Tenant, Subtenant or Assignee, as the case may be, and that each of
Tenant, Subtenant and Assignee has full power and authority to enter into this
Agreement.


 


8.                                       Subtenant and
Assignee jointly and severally agree to indemnify Tenant against, and hold it
harmless from, all costs, damages and expenses, including reasonable attorneys’
fees and disbursements, arising out of any claims for brokerage commissions,
finders fees or other compensation in connection with the assignment of the
Sublease or procuring possession of the Sublet Space. Subtenant and Assignee,
at their sole expense, may defend any such claim with counsel reasonably
acceptable to Tenant and settle any such claim at their expense, but only
Tenant may approve the text of any stipulation, settlement agreement, consent
order, judgment or decree entered into on its behalf. The provisions of this
paragraph shall survive the
expiration or earlier termination
of the Sublease.


 


9.                                       Tenant’s consent to
the assignment of the Sublease
does not include consent to any further assignment of the Sublease or sub-subletting
of the Sublet Space, each of which shall be governed by the terms of the
Sublease.


 


10.                                 Subtenant agrees to pay and/or reimburse
Tenant for any reasonable costs or expenses incurred by Tenant and/or Landlord
in connection with this Agreement and the transactions consented to hereby.


 


11.                                 Neither the execution and delivery of this
Agreement, nor any acceptance of rent or other consideration from Subtenant or
Assignee by Tenant or Tenant’s agent shall operate to waive, modify, impair,
release or in any manner affect the liability or obligations of Subtenant or
Assignee under the Sublease.


 


12.                                 This Agreement and the consent of Tenant granted
hereunder is expressly subject to and conditioned upon any consent rights of
Landlord under the Lease and/or the Consent.


 


13.                                 [intentionally omitted.]


 


14.                                 Subtenant and Assignee agree to file any New
York State and/or New York City real property transfer tax returns which may be
required, and to pay any taxes which may be due, in connection with the transaction
consented to hereby. Subtenant and Assignee jointly and severally agree to
indemnify and hold Tenant harmless from and. against the failure by
any of them to timely comply with the provisions of this Paragraph. The
provisions of this Paragraph shall survive the expiration of the term of the
Sublease.


 


15.                            If there shall be any conflict or
inconsistency between the terms, covenants and conditions of this Agreement and the Sublease,
then the terms, covenants and conditions of this Agreement shall prevail.


 


3
















 


16.                                 Each of the parties
hereby irrevocably and unconditionally waives its right to a jury trial in any
cause of action arising out of, or relating to, this Agreement.


 


17.                                 This Agreement may be executed in counterparts, each of
which shall be deemed an original, and all such counterparts shall together
constitute one and the same instrument.


 


18.                                 Subtenant and Assignee covenant and agree not to amend or modify the Assignment
without obtaining tenant’s express written consent. Assignee
acknowledges and agrees that Tenant is a third party beneficiary of paragraph 6 of the Assignment.


 


4
















 


Please
acknowledge your agreement to the terms and conditions of this Agreement by
signing this Agreement and returning it to Tenant. You may consider Tenant’s
consent to be effective upon your receipt of a fully executed copy of this
Agreement.


 


 


	
   

  	
  Very truly yours,

  
	
   

  	
   

  
	
   

  	
  WARNER MUSIC GROUP INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ David Johnson

  	
   

  
	
   

  	
   

  	
  Name:

  	
  David H. Johnson

  
	
   

  	
   

  	
  Title: 

  	
  Executive Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
  THE EQUITABLE LIFE ASSURANCE

  SOCIETY OF THE UNITED STATES

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  THE BANK OF NEW YORK

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
							



 


5
















 


Exhibit A



The Assignment


 
















 


February 29,
2004


 


 


1290 Partners, L.P.


c/o Victor Capital Group, L.P.


885 Third Avenue


New York, New York 10022


 


Re:                               Lease dated as of February 1, 1996 by and
between 1290 Partners, L.P., successor-in-interest to 1290 Associates, L.L.C.
(the “Landlord”), and Warner Music Group Inc., successor-in-interest to Warner
Communications Inc. (the “Tenant”), as amended by First Amendment of Lease
dated as of August 1, 1996 (the “Lease”) for premises located in the building
known as 1290 Avenue of the Americas, New York, New York (the “Premises”)


 


Ladies and Gentlemen:


 


Pursuant to Section 5.01(b)
(iii) of the Lease, notice is hereby given that, as of the date hereof, the
Lease shall be deemed assigned to the Tenant, 100% of whose stock is being
simultaneously purchased by WMG Acquisition Corp. (the “Purchaser”) pursuant to
that certain Purchase Agreement dated as of November 24, 2003 by and between
Time Warner Inc., as Seller, and Purchaser.


 


In accordance with the
provisions of Section 5.01(b) of the Lease, said deemed assignment is for a
valid business purpose and is not to avoid any obligations under the Lease, the
assignee’s reputation and character is consistent with the other tenants in
first class midtown Manhattan office buildings, and the assignee is a Qualified
Tenant, as such term is defined in the Lease.


 


	
   

  	
  Very truly yours,

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  WARNER MUSIC GROUP INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Paul Robinson

  	
   

  
	
   

  	
  Name: Paul Robinson

  
	
   

  	
  Title: SVP & Deputy
  General Counsel

  



 
















 


copy to:


 


Olympia
& York Companies (U.S.A.)


237
Park Avenue


New
York, New York 10017


 
















 


ASSIGNMENT AND ASSUMPTION AGREEMENT


 


 


A
s s i g n m e n t and Assumption of Lease, dated as of the 2nd of December,
1996 between WARNER COMMUNICATIONS INC. (“Assignor”), and Warner Music
Group Inc. (“Assignee”).


 


W I  T  N  E  S
S  E  T  H:


 


WHEREAS,
Assignor is the tenant under that certain lease dated as of March 20, 1990 as amended by First
Amendment of Lease dated as of June 1,1991; Second Amendment of Lease dated
January 9, 1995; Third Amendment of Lease dated March 31, 1995; Fourth
Amendment of Lease dated May 8, 1995 and Fifth Amendment of Lease dated June
19, 1995 between 1290 Partners, L.P., successor to 1290 Associates, L.L.C., as
landlord and Assignor, as tenant (the “Lease”), covering a portion of
the 9th floor, a portion of the concourse and a portion of the subconcourse of
a building known as 1290 Avenue of the Americas located in New York, New York;


 


WHEREAS,
Assignor desires to assign all of its interest in the Lease to Assignee and Assignee desires to assume all
Assignor’s obligations under the Lease, on the terms and conditions hereinafter
set forth.


 


NOW,
THEREFORE, Assignor and Assignee hereby agree as follows:


 


c)                                      Assignor hereby
assigns to Assignee all of Assignor’s right, title and interest in, to and
under the Lease, effective as of January 1, 1997 (the “Effective Date”).


 


d)                                     Assignee, for the
benefit of Assignor and the landlord, hereby assumes, and agrees to be bound by
and to perform, all of the covenants, agreements, terms, provisions and
conditions on the part of the tenant under the Lease to be kept, performed and
observed from and after the Effective Date.


 


e)                                      This Assignment and
Assumption of Lease shall be binding upon and inure to the benefit of the parties’
respective successors and assigns.


 
















 


IN
WITNESS WHEREOF, Assignor and Assignee have executed this Assignment and Assumption of Lease of the day and year
first above written.


 


 


	
   

  	
  ASSIGNOR

  	
   

  
	
   

  	
  WARNER
  COMMUNICATIONS INC.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Spencer B. Hays

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Spencer
  B. Hays

  	
   

  
	
   

  	
   

  	
  Title:
  

  	
  Vice
  President

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  ASSIGNEE

  	
   

  
	
   

  	
  WARNER
  MUSIC GROUP INC.

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Fred Wistow

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Fred
  Wistow

  	
   

  
	
   

  	
   

  	
  Title:
  

  	
  Executive
  Vice President

  	
   

  



 
















 


FIRST
AMEND TO LEASE


 


This FIRST AMENDMENT TO LEASE
(this “Amendment”), dated as of August 1, 1996, between 1290 ASSOCIATES,
L.L.C., Debtor in Possession, a New York limited liability company having an
office c/o Olympia and York Companies (U.S.A.), 237 Park Avenue, New York,
New York 10017 (“Landlord”) and WARNER COMMUNICATIONS INC., a Delaware
corporation having an office at 75 Rockefeller Plaza, New York, New York 10019
(“Tenant”).


 


W
I T N E S S E T H:


 


WHEREAS, Landlord and Tenant
are parties to a Lease, dated as of February 1, 1996 (the “Lease”), whereby
Landlord leased to Tenant and Tenant hired from Landlord certain space in the
office building located at 1290 Avenue of the Americas, New York, New York (the
“Building”), such space as more particularly described in the Lease; and


 


WHEREAS, Landlord and Tenant
desire to amend the Lease as more particularly set forth in this Amendment.


 


NOW, THEREFORE, Landlord and
Tenant agree as follows:


 


1.                                       Defined Terms. All capitalized terms used herein but not
otherwise defined shall have the meanings ascribed to them in the Lease.


 


2.                                       Commencement Date. (a) Effective on the date hereof, the
definition of the terms “Delivered Blocks,” “Block B Commencement
Date” and “Block E Commencement Date” in the Lease shall be deleted
in their entirety and the following shall be inserted in their respective
places:


 


(i)                                     “Delivered Blocks” shall mean all of
the Block B Space and all of the Block C Space;


 


(ii)                                  “Block B Commencement Date” shall mean
February 1, 1996; and


 


(iii)                               “Block E Commencement Date” shall mean
February I, 1996.


 
















 


(b)                                 Effective on the date hereof, the defined
term “Stated Block B Commencement Date” shall be deleted in its
entirety.


 


(c)                                  Effective on the date hereof, the phrase “(or
in the case of the Block B Space and the Block C Space, the portion thereof
other than the Delivered Blocks)” is deleted in each place it appears in the
Lease and replaced with the phrase “(other than the Delivered Blocks)”.


 


(d)                                 Effective on the date hereof, the phrase “or
any space which was delivered to Tenant by Landlord on the date hereof in less
than full floor units” is deleted from lines 18 and 19 of Section 4.01(a) of
the Lease.


 


(e)                                  Effective on the date hereof, the penultimate
sentence of Section 4.01(a) of the Lease is deleted in its entirety.


 


(f)                                    Landlord and Tenant confirm that:


 


(i)                                     the Block D Space was delivered to Tenant on
March 1, 1996 in Delivery Condition;


 


(ii)                                  the Block A Space and the Block E Space was
delivered to Tenant on February 1, 1996 in Delivery Condition;


 


(iii)                               The Delivered Blocks were delivered to Tenant
in Delivery Condition on or prior to the Stated Second Commencement Date
applicable thereto and Tenant is not entitled to any rent abatement as set
forth in Section 4.01(a) of the Lease with respect to the Delivered Blocks; and


 


(iv)                              the Rent Commencement Date for the Block A
Space, the Block B Space, the Block C Space, the Block D Space and the Block E
Space is July 1, 1997.


 


3.                                       Electricity. Tenant shall not be required to pay to landlord charges for
electricity pursuant to Section 2.07 of the Lease consumed in the portion of
the Block B Space which Tenant was not in possession of on the date of the
Lease until the Second Commencement Date applicable thereto, which for purposes
of the portion of such space on the 25th floor of the Building is June 10, 1996
and for purposes of such space on the 27th floor of the Building is August 1,
1996.


 


2
















 


4.                                       Holdover. Prior to February 1, 1996 (“Holdover Period”), Tenant occupied
space on the 22nd, 24th, 25th and 27th floors of the Building (“Holdover
Space”) as a holdover tenant under existing leases between Landlord and
Tenant (“Prior Leases”). Rent payable under the Prior Leases by Tenant
for the Holdover Period with respect to the Holdover Space is hereby deemed
paid in full.


 


5.                                       No Other Changes. Except as expressly set forth in this
Amendment, the Lease shall remain unmodified and in full force and effect, and
the Lease as modified herein is ratified and confirmed. All references in the
Lease to “this Lease” or “the Lease” shall hereafter be deemed to refer to the
Lease as amended by this Amendment.


 


[Remainder
of page left blank intentionally]


 


3
















 


IN WITNESS WHEREOF, Landlord
and Tenant have duly executed this Amendment as of the day and year first above
written.


 


	
   

  	
  1290 ASSOCIATES, L.L.C.,
  Debtor in

  
	
   

  	
  Possession, Landlord

  
	
   

  	
   

  
	
   

  	
  By:

  	
  O&Y Management Corp.,
  as Agent

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  WARNER COMMUNICATIONS
  INC.,

  
	
   

  	
  Tenant

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ John A. Labarca

  	
   

  
	
   

  	
  Name:

  	
  John A. Labarca

  
	
   

  	
  Title: 

  	
  Vice President & Controller

  
							



 


4
















 


SERVICE
AGREEMENT


 


SERVICE AGREEMENT dated as
of May 1st, 2003, by WARNER MUSIC GROUP (“Tenant”),
a Delaware corporation having an office at 1290 Avenue of the Americas, New
York, New York 10104, Attention: Jean Cavanagh and TISHMAN
SPEYER PROPERTIES, L.P., as Agent of Jamestown 1290, LP (“Owner’s
Agent”), a partnership having an office at 520 Madison Avenue, New York, New
York 10022.


 


WHEREAS, Owner is the owner
of the building located at 1290 Avenue of the Americas, New York, New York
10104 (the “Building”); and


 


WHEREAS, Tenant is the
lessee of the 23rd through 28th floors, and a portion of the 4th floor of the
Building (“the Premises”) pursuant to a lease, dated July 20, 1995 (as amended,
the “Lease”) between 1290 Partners, L.P. as successor in interest, as Owner’s
Agent (“Manager”), and Warner Music Group, as tenant (as amended from time to
time, the “Lease”); and


 


WHEREAS, pursuant to the
Lease, Tenant is obligated to maintain, operate and repair the supplemental
HVAC systems serving the Premises and installed in the Premises by Tenant or by
third parties; and


 


WHEREAS, Tenant desires to
engage Owner for the purpose of maintaining, operating and repairing such
equipment.


 


NOW, THEREFORE, for good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, Owner and Tenant hereby agree as follows:


 


1.                                       Term. The term (the “Term”) of this Agreement shall commence on the date
hereof and shall expire on April 30, 2004 (the “Expiration Date”).
Notwithstanding the foregoing, this Agreement may be canceled at any time by
either party by providing at least thirty (30) days prior written notice to the
other party.


 


2.                                       Equipment.  The equipment (the “Equipment”) covered under this
Agreement is outlined on the list attached hereto as Exhibit A.


 


3.                                       Service. (a) Owner will perform the following services and preventive
maintenance in respect of the Equipment on a Monthly & Bi-Monthly basis:


 


Monthly:


Condenser Pumps


1.                                       Clean Strainers


2.                                       Rotate Lead Lag Pump


 
















 


Bi-Monthly:

Condenser Pumps


1.                                       Take and record all Amp readings


2.                                       Grease all bearings (according to
Manufacturer’s Specs.)


3.                                       Remove and clean Strainers


4.                                       Tighten all electrical connections


5.                                       Check and log pressures


6.                                       Rotate Lead Lag Pump


 


(b) All other services
or repairs (“Additional Services”) provided by Owner to Tenant (which are not
set forth in Section 3(a) above) shall be performed only upon Tenant’s
prior written approval. The Additional Services shall be performed at an hourly
rate and material cost mutually agreed upon by the parties.


 


4.                                       Fees.                    (a) The annual fee for the above-mentioned
services is $25,169.08 ($2,097.43 per month), plus the cost of materials (as
provided in Section 4(b) below) and applicable taxes. Owner shall bill
Tenant on a monthly basis for such services, in advance, and Tenant shall pay
Owner, without set-off or deduction. Any materials required for repairs will be
procured by Owner, at Tenant’s sole cost and expense, with prior authorization
by Tenant. The cost of such materials will appear on Tenant’s monthly invoice
and shall be payable by Tenant as set forth above.


 


(b) Tenant shall pay to
Owner the cost of all parts, materials, consulting fees, contractor’s fees and
other equipment required to be used by Owner in its sole discretion in the
performance of its duties hereunder, at the current rate of 121% of the cost
thereof (which rate shall be subject to increase, from time to time, as such
rate is increased by Owner for the Building), payable monthly in arrears upon
receipt by Tenant of Owner’s invoice.


 


5.                                       Hours of Service: Hours of service are Monday through Sunday,
twenty-four (24) hours per day, seven (7) days per week, fifty-two (52) weeks
per year. Hours of maintenance and house calls will be provided between the
hours of 8am-6pm, Monday through Friday. Weekend hours will be 8am to 4pm,
Saturday and Sunday. Base Building staff will cover any lapse in coverage. Plant
coverage will be provided twenty-four (24) hours per day, (7) seven days per
week, (52) fifty-two weeks per year. Emergency calls for tenant related systems
will be provided (24) twenty-four hours per day, (7) seven days per week and
(52) fifty-two weeks per year. Tenant will agree to incur any additional cost
for man-power and materials above and beyond maintenance. Requests for
maintenance and/or repairs to be performed outside the specified hours will be
at tenant cost. Present labor cost is $80.00 per hour. Construction related
issues, where additional man-power is required, shall be at Tenant’s cost.
(i.e. Stand-by for tenant system shutdowns, testing, and start-up.) In the
event of any increase in labor rates, Owner shall be permitted to increase its fees
on 10 days’ prior written notice to Tenant.


 


2
















 


6.                                       Asbestos.
Owner’s scope of work shall not include the identification, detection,
abatement, encapsulation, or removal of asbestos or other hazardous substances.
In the event Owner encounters any such substances in the course of performing
its work, Owner shall have the right to discontinue its work until such
substances, and any hazards connected therewith, are abated, encapsulated or
removed, or it is determined that no hazard exists.


 


7.                                       Access. Owner and Owner’s agents shall have the right, from time to time
throughout the Term, to enter the Premises at all reasonable times during
normal business hours (and at any time in case of emergency) in order to make
such repairs or perform such maintenance as set forth herein.


 


8.                                       Indemnity. Each party hereby indemnifies the other party, its partners,
officers, agents and employees from and against any and all loss, cost,
liability, expense (including, without limitation, reasonable attorneys’ fees
and disbursements), damage or injury arising out of the negligence or willful
misconduct of such indemnifying party in connection with the performance of its
obligations under this Agreement.


 


9.                                       Successors and Assigns. This Agreement shall bind and inure to the
benefit of the parties and their respective successors and assigns.


 


10.                                 No Personal Liability. Notwithstanding anything to the contrary
contained herein, the parties hereto agree that Owner, its partners, shareholders,
officers, directors, employees, agents, and contractors shall have no personal
obligation or liability for any of the terms, covenants, agreements,
undertakings, representations or warranties contained in this Agreement, and in
the event of a default hereunder, Tenant and all persons claiming by, through
or under Tenant, shall look solely to the assets of Owner. In no event and
under no circumstances shall Owner be liable to Tenant for indirect,
consequential, or punitive damages, including loss of profits or business
opportunity, arising under or in connection with this Agreement. Without
limiting the foregoing, it is further expressly understood and agreed that
Owner has no liability for injury to person or property caused by, or resulting
from, steam, electricity, freon, water, rain, ice, snow or any leak or flow
from or into the Equipment or the Premises.


 


11.                                 Notices. All bills, statements, notices or other communications given or
required to be given under this Agreement shall be in writing and shall be
deemed sufficiently given or rendered only if sent by hand (against an
affidavit of delivery), by a nationally recognized overnight courier (against a
receipt of delivery) or by registered or certified mail (return receipt
requested) addressed to Tenant at its address set forth above and to Owner at
its address set forth above, with a copy to Owner at 520 Madison Avenue, New
York, New York 10022, attention, Chief Financial Officer. Any such bill,
statement, notice or other communication shall be deemed to have been rendered
or given on the date when it is hand delivered or on the date of delivery as
indicated by the receipt in the case of overnight delivery or by the return
receipt in the case of mailing, or on the date delivery is first attempted and
is refused or cannot be made because of a change in address for which no notice
was given.


 


3
















 


12.                                 Counterparts. This Agreement may be executed in duplicate
counterparts, each of which shall be deemed an original and all of which, when
taken together, shall constitute one and the same instrument.


 


13.                                 Entire Agreement. This Agreement contains the entire
agreement between the parties with respect to the subject matter hereof and all
prior negotiations and agreements are merged into this Agreement. This
Agreement may not be modified or amended, nor any of its provisions waived,
except by a written instrument executed by the party against whom enforcement
of the modification, amendment, or waiver is sought.


 


14.                                 Binding Agreement. This Agreement is submitted in duplicate
and shall become a binding contract when fully executed and unconditionally
delivered by the parties.


 


15.                                 Jurisdiction. This Agreement will be construed and
governed by New York law. Each party hereby consents to the personal and
subject matter jurisdiction of the courts of the State of New York.


 


16.                                 Lease Unaffected. Notwithstanding anything to the contrary
contained herein, this Agreement shall not be deemed an amendment to the Lease
or a modification of Tenant’s obligations thereunder.


 


17.                                 Further Acts. Owner and Tenant, at all times and from
time to time hereafter and upon every reasonable written request to do so,
shall make, do, execute and deliver or cause to be made, done, executed and
delivered all such further acts, deeds, assurances and things as may be
required in order to further implement and carry out the intent and meaning of
this Agreement.


 


18.                                 No Waiver. The failure by either party strictly to enforce any of the terms
hereof shall not be deemed a waiver thereof in the future. No provision hereof
shall be deemed waived unless such waiver is in writing signed by the party
alleged to have made such waiver.


 


19.                                 No Partnership. Nothing in this Agreement shall be
construed as or shall constitute a partnership between either Tenant or Owner
and Owner shall at all times be deemed to an independent contractor.


 


4
















 


IN WITNESS WHEREOF, Owner
and Tenant have caused this Agreement to be executed as of the date first set
forth above.


 


	
   

  	
  By:

  	
  Jamestown 1290, L.P.

  
	
   

  	
   

  	
  Tishman Speyer Properties,
  L.P.

  
	
   

  	
   

  	
  (“Owners Agent”)

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ John D. Leary

  	
   

  
	
   

  	
   

  	
  Name:

  	
  John D. Leary

  
	
   

  	
   

  	
  Title:

  	
  Director of Engineering

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Warner Music Group

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Jean Cavanagh

  	
   

  
	
   

  	
   

  	
  Name: 

  	
  Jean Cavanagh

  
	
   

  	
   

  	
  Title: 

  	
  VP Facilities & Office
  Svcs

  
								



 


5



















	
  WARNER EQUIPMENT LIST

  	
   

  	
   

  	
   

  
	
  NAME

  	
   

  	
  MAKE

  	
   

  	
  MODEL #

  	
   

  	
  TONS

  	
   

  	
  Exhibit “A”

  	
   

  
	
  AC-4-1

  	
   

  	
  COOL AIR

  	
   

  	
  CW4GASN

  	
   

  	
  5

  	
   

  	
   

  	
   

  
	
  AC-4-2

  	
   

  	
  LIEBERT

  	
   

  	
  FH219WVAAM

  	
   

  	
  20

  	
   

  	
   

  	
   

  
	
  AC-4-3

  	
   

  	
  LIEBERT

  	
   

  	
  FH219WVAAM

  	
   

  	
  20

  	
   

  	
   

  	
   

  
	
  AC-23-1

  	
   

  	
  CLIMATE MASTER

  	
   

  	
  HS030

  	
   

  	
  2.5

  	
   

  	
   

  	
   

  
	
  AC-23-2

  	
   

  	
  CLIMATE MASTER

  	
   

  	
  VS030

  	
   

  	
  2.5

  	
   

  	
   

  	
   

  
	
  AC-23-3

  	
   

  	
  CLIMATE MASTER

  	
   

  	
  HS030

  	
   

  	
  2.5

  	
   

  	
   

  	
   

  
	
  AC-23-4

  	
   

  	
  CLIMATE MASTER

  	
   

  	
  HS015

  	
   

  	
  1

  	
   

  	
   

  	
   

  
	
  AC-24-1

  	
   

  	
  CLIMATE MASTER

  	
   

  	
  HS030

  	
   

  	
  2.5

  	
   

  	
   

  	
   

  
	
  AC-24-2

  	
   

  	
  CLIMATE MASTER

  	
   

  	
  VS030

  	
   

  	
  2.5

  	
   

  	
   

  	
   

  
	
  AC-25-1

  	
   

  	
  CLIMATE MASTER

  	
   

  	
  VSO36

  	
   

  	
  3

  	
   

  	
   

  	
   

  
	
  AC-25-2

  	
   

  	
  CLIMATE MASTER

  	
   

  	
  VSO36

  	
   

  	
  3

  	
   

  	
   

  	
   

  
	
  AC-26-1

  	
   

  	
  CLIMATE MASTER

  	
   

  	
  VSO30

  	
   

  	
  2.5

  	
   

  	
   

  	
   

  
	
  AC-26-2

  	
   

  	
  CLIMATE MASTER

  	
   

  	
  HS030

  	
   

  	
  2.5

  	
   

  	
   

  	
   

  
	
  AC-26-3

  	
   

  	
  CLIMATE MASTER

  	
   

  	
  HS060

  	
   

  	
  5

  	
   

  	
   

  	
   

  
	
  AC-26-4

  	
   

  	
  CLIMATE MASTER

  	
   

  	
  HS024

  	
   

  	
  2

  	
   

  	
   

  	
   

  
	
  AC-26-5

  	
   

  	
  CLIMATE MASTER

  	
   

  	
  HS030

  	
   

  	
  2.5

  	
   

  	
   

  	
   

  
	
  AC-26-6

  	
   

  	
  CLIMATE MASTER

  	
   

  	
  HS042

  	
   

  	
  2.5

  	
   

  	
   

  	
   

  
	
  AC-26-7

  	
   

  	
  CLIMATE MASTER

  	
   

  	
  HS042

  	
   

  	
  2

  	
   

  	
   

  	
   

  
	
  AC-26-8

  	
   

  	
  CLIMATE MASTER

  	
   

  	
  HS024

  	
   

  	
  2

  	
   

  	
   

  	
   

  
	
  AC-26-9

  	
   

  	
  CLIMATE MASTER

  	
   

  	
  HS019

  	
   

  	
  2.5

  	
   

  	
   

  	
   

  
	
  AC-27-1

  	
   

  	
  CLIMATE MASTER

  	
   

  	
  VS030

  	
   

  	
  2.5

  	
   

  	
   

  	
   

  
	
  AC-27-2

  	
   

  	
  CLIMATE MASTER

  	
   

  	
  HS030

  	
   

  	
  2.5

  	
   

  	
   

  	
   

  
	
  AC-27-3

  	
   

  	
  CLIMATE MASTER

  	
   

  	
  HS042

  	
   

  	
  3.5

  	
   

  	
   

  	
   

  
	
  AC-27-4

  	
   

  	
  CLIMATE MASTER

  	
   

  	
  HS042

  	
   

  	
  3.5

  	
   

  	
   

  	
   

  
	
  AC-28-1

  	
   

  	
  CLIMATE MASTER

  	
   

  	
  HS030

  	
   

  	
  2.5

  	
   

  	
   

  	
   

  
	
  AC-28-2

  	
   

  	
  CLIMATE MASTER

  	
   

  	
  VS030

  	
   

  	
  2.5

  	
   

  	
   

  	
   

  
	
  AC-28-3

  	
   

  	
  CLIMATE MASTER

  	
   

  	
  HS042

  	
   

  	
  3

  	
   

  	
   

  	
   

  
	
  AC-28-4

  	
   

  	
  CLIMATE MASTER

  	
   

  	
  HS048

  	
   

  	
  4

  	
   

  	
   

  	
   

  
	
  AC-28-5

  	
   

  	
  CLIMATE MASTER

  	
   

  	
  HS048

  	
   

  	
  4

  	
   

  	
   

  	
   

  



 


	
  NAME

  	
   

  	
  MAKE

  	
   

  	
  MODEL #

  	
   

  	
  GPM

  	
   

  	
  H.P.

  	
   

  
	
  P-4-1

  	
   

  	
  PACO

  	
   

  	
  1570-5

  	
   

  	
  60

  	
   

  	
  10

  	
   

  
	
  P-4-2

  	
   

  	
  PACO

  	
   

  	
  1570-5

  	
   

  	
  60

  	
   

  	
  10

  	
   

  
	
  P-23-1

  	
   

  	
  PACO

  	
   

  	
  1270-5

  	
   

  	
  26.5

  	
   

  	
  3

  	
   

  
	
  P-23-2

  	
   

  	
  PACO

  	
   

  	
  1270-5

  	
   

  	
  26.5

  	
   

  	
  3

  	
   

  
	
  P-24-1

  	
   

  	
  PACO

  	
   

  	
  1270-5

  	
   

  	
  15

  	
   

  	
  3

  	
   

  
	
  P-24-2

  	
   

  	
  PACO

  	
   

  	
  1270-5

  	
   

  	
  15

  	
   

  	
  3

  	
   

  
	
  P-25-1

  	
   

  	
  PACO

  	
   

  	
  1270-5

  	
   

  	
  19

  	
   

  	
  3

  	
   

  
	
  P-25-2

  	
   

  	
  PACO

  	
   

  	
  1270-5

  	
   

  	
  19

  	
   

  	
  3

  	
   

  
	
  P-26-1

  	
   

  	
  PACO

  	
   

  	
  1270-5

  	
   

  	
  76

  	
   

  	
  3

  	
   

  
	
  P-26-2

  	
   

  	
  PACO

  	
   

  	
  1270-5

  	
   

  	
  76

  	
   

  	
  3

  	
   

  
	
  P-27-1

  	
   

  	
  PACO

  	
   

  	
  1270-5

  	
   

  	
  37

  	
   

  	
  3

  	
   

  
	
  P-27-2

  	
   

  	
  PACO

  	
   

  	
  1270-5

  	
   

  	
  37

  	
   

  	
  3

  	
   

  
	
  P-28-1

  	
   

  	
  PACO

  	
   

  	
  1270-5

  	
   

  	
  55

  	
   

  	
  3

  	
   

  
	
  P-28-2

  	
   

  	
  PACO

  	
   

  	
  1270-5

  	
   

  	
  55

  	
   

  	
  3

  	
   

  



 


[RECEIVED STAMP]



















	
  

  	
  Office of the Building

  1290 Avenue of the Americas

  New York, New York 10104

  

  Direct Line: 212-681-5009

  Fax: 212-397-7866

  



 


April 25, 2003


 


 


Ms. Connie Baglio


Atlantic Records


1290 Avenue of the Americas


28th Floor


New York, New York 10104


 


Re:                             Service Agreement

1290 Avenue of the Americas


 


Dear Ms. Baglio:


 


Please find attached a Service Agreement for
Warner Music Groups Supplemental HVAC System. Per your request of April 23,
2003 we have made the necessary changes to the Agreement. We ask that you
review, sign, and initial all three copies provided so that we can begin this
agreement as soon as possible.


 


As always, if you have any questions, please
feel free to contact the building office. We look forward to working with you
and your firm together on this project.


 


	
  Sincerely,

  	
   

  
	
   

  	
   

  
	
  /s/ Stephen A. McGann

  	
   

  
	
  Stephen A. McGann, CPM,
  RPA

  
	
  Property Manager

  
	
   

  	
   

  
	
  Cc:

  	
  L. Pozzuto

  
	
   

  	
  D. Auriemma

  
	
   

  	
  File