Exhibit
10.6


EXECUTION COPY


FIRST AMENDMENT TO BUILDING LOAN
AGREEMENT


By and Between


THE NEW YORK TIMES BUILDING LLC


having an address at


One MetroTech Center North


Brooklyn, New York 11201


(Borrower)


and


GMAC COMMERCIAL MORTGAGE CORPORATION


having an address at


100 South Wacker Drive, Suite 400


Chicago, Illinois 60606,


as agent


(Agent)


Dated as of December 8th, 2004


	
  Property Location:

  	
   

  	
  Eighth Avenue
  between 40th and 41st Street, New York, New York

  
	
  Lots:

  	
   

  	
  1, 5, 8, 14, 53,
  59, 61, 62, 63 and part of 15

  
	
  Block:

  	
   

  	
  1012

  
	
  Section

  	
   

  	
  4

  



 


Please return time-stamped certified copy to:


Paul, Weiss, Rifkind, Wharton & Garrison LLP


1285 Avenue of the Americas


New York, New York 10019


Attention: Harris B. Freidus, Esq.
















FIRST AMENDMENT TO BUILDING LOAN AGREEMENT


THIS FIRST AMENDMENT TO
BUILDING LOAN AGREEMENT (this “Amendment”) is made and entered into as of the 8th day
of December, 2004 by and between GMAC COMMERCIAL MORTGAGE CORPORATION, a
California corporation, with an office at 100 South Wacker Drive, Suite 400,
Chicago, Illinois 60606 or any successor thereto, as agent (including as
successor to Initial Agent (as hereinafter defined)) (including any of its
successors and assigns as agent, “Agent”) for itself and any
other co-lenders as may exist from time to time (collectively, including any
successors and assigns, “Lenders” and each individually,
a  “Lender”), and
THE NEW YORK TIMES BUILDING LLC, a New York limited liability company with an
address at One MetroTech Center North, Brooklyn, New York 11201 (including any
successors and assigns permitted in accordance with the Agreement (as
hereinafter defined), “Borrower”).


W I T
N E S S E T H :


WHEREAS, Borrower, the
New York State Urban Development Corporation d/b/a Empire State Development
Corporation, a corporate governmental agency of the State of New York
constituting a political subdivision and public benefit corporation, having an
address at 633 Third Avenue, New York, New York 10017, as initial agent (“Initial Agent”) and Agent, for
itself and on behalf of Lenders, entered into that certain Building Loan
Agreement, dated as of June 25, 2004 and filed in the City Clerk’s Office on
July 26, 2004, under index number 188 (the “Agreement”; all capitalized
terms used herein but left undefined shall have the meanings assigned to such
terms in the Agreement), pursuant to which each Lender severally agreed to lend
to Borrower its pro rata share of $170,529,479 for the purposes of constructing
a project to be located on the premises more particularly described on Exhibit A hereto;


WHEREAS, pursuant to that
certain Assignment and Assumption (Building Loan) by Initial Agent to Agent,
dated as of July 25, 2004 and filed in the City Clerk’s Office on July 26, 2004
under index number 189 and recorded in the Office of the City Register of New
York County on December 2, 2004 as CRFN # 2004000746024, Initial Agent assigned
all of its right, title and interest in the Agreement to Agent; and


WHEREAS, Agent and
Borrower wish to amend the Agreement.


NOW, THEREFORE, in
consideration of the mutual covenants and agreements hereinafter set forth,
Agent, for itself and on behalf of Lenders, and Borrower hereby agree as
follows:


1.             Recitals. The foregoing recitals are hereby
incorporated into this Amendment as if more particularly set forth herein.









 



2.             Amendments.


(a)           The last sentence of the definition
of “Eligible
Assignee” is
hereby amended by (i) inserting the following text prior to the word “and” at
the end of clause (1):


“, (2) Hypo Real Estate
Capital Corporation is an Eligible Assignee”


and (ii) renumbering existing clause (2) as clause
(3).


(b)           The definition of “LIBOR Rate”
is hereby amended by inserting the following text prior to the
period at the end of the second sentence of said definition:


“; provided, however,
that if an Advance is made on a day other than the Start Day of any Interest
Period, Agent will obtain the LIBOR Rate with respect to such Advance for the
balance of such Interest Period from Bloomberg (British Banker’s Association
Rate) as of the close of business announced on the second immediately preceding
Business Day prior to the date of such Advance”


(c)           The definition of “Major Decision”
set forth in the Agreement is hereby amended by inserting the following text
prior to the semicolon at the end of clause (a) of said definition:


“, and any material
modification or amendment to the Ground Lease or any of the Severance
Subleases, except to the extent contemplated by the express terms thereof and
permitted by the Building Loan Documents”


(d)           The definition of “Super-Major
Decision” is hereby amended by (i) inserting the
following text at the beginning of clause (c) of said definition:


“a material modification
or amendment to the Ground Lease or any of the Severance Subleases which would
alter the term, any payment term or any mortgagee protective provisions, except
to the extent contemplated by the express terms thereof and permitted by the
Building Loan Documents and”


and (ii) inserting the following text as new clause
(g) and changing existing clause (g) to clause (h): “any waiver of any Default
under Section 7.16(a)(ii)”.


(e)           Section 5.02(a) of the Agreement is
hereby amended by deleting the third sentence and inserting the following text
in lieu thereof:



 2
 






 



“On the Business Day
immediately prior to the Start Day, Agent shall deliver written notice to each
Lender and Borrower informing each Lender and Borrower of the LIBOR Rate for
the upcoming calendar month Interest Period for all Outstanding Principal and
any Advance that is made on such Start Day. In the event that an Advance is
being made on a date other than a Start Day, on the Business Day immediately
prior to the Intended Advance Date, Agent shall deliver written notice to each
Lender and Borrower informing each Lender and Borrower of the LIBOR Rate
applicable to such Advance for the balance of the Interest Period in which such
Advance is made.”


(f)            Section 7.32(a)(2) of the Agreement
is hereby amended by deleting “Majority” and inserting “Super-Majority” in lieu
thereof.


(g)           Section 10.01(f) of the Agreement is
hereby amended by deleting the last sentence and inserting the following text
in lieu thereof:


“Upon demand by Agent,
each of the Lenders shall promptly advance to Agent in immediately available
funds its ratable portion of the funds expended by Agent in curing such Event
of Default (or Default), together with interest thereon (i) at the federal
funds rate as determined by Agent for the five days following the date of such
demand and (ii) at the Default Rate thereafter until the date prior to the date
on which such advance is received by Agent.”


3.             Representations and Warranties. Borrower
represents and warrants that: it has the full power, right and authority to
execute, deliver and perform its obligations under this Amendment and the Loan
Documents executed concurrently herewith (the “Transaction Documents”); the Transaction Documents have been duly
authorized, executed and delivered by all necessary parties on behalf of
Borrower; the Transaction Documents are in all respects valid and legally
binding obligations, enforceable against Borrower in accordance with their
terms; and the execution and delivery of the Transaction Documents by Borrower
do not, and the performance and observance by Borrower of its obligations
hereunder and thereunder will not, contravene or result in a breach of or
default under any of Borrower’s organizational documents, any Legal
Requirements applicable to it or to the Mortgaged Property or the use or
operation thereof, and any decree, judgment, agreement or instrument binding on
it, or its assets.


4.             Governing Law. This Amendment shall be governed
and construed in accordance with the laws of the State of New York applicable
to contracts made and performed solely within such State.


5.             Successors and Assigns; Execution Date. The
provisions contained in this Amendment and the other Transaction Documents
shall be binding upon



 3
 






 



and shall inure to the benefit of the parties hereto
and their successors and assigns. This Amendment shall be deemed executed as of
the execution date of the last signatory hereto, as shown by the date of the
applicable acknowledgment.


6.             Computation of Time Periods. In this Amendment,
with respect to the computation of periods of time from a specified date to a
later specified date, the word “from” means both “from and including” and the
words “to” and “until” both mean “to but excluding.”


7.             Amendments. Neither this Amendment nor any
provision hereof may be changed, waived, discharged or terminated orally, but
only by instrument in writing signed by the party against whom enforcement of
the change, waiver, discharge or termination is sought.


8.             Counterparts. This Amendment may be executed in
any number of counterparts, each of which, when executed and delivered, shall
be an original, but such counterparts shall together constitute one and the
same instrument.


[signature page follows]



 4















IN WITNESS WHEREOF,
Borrower and Agent, on behalf of Lenders, have executed this Amendment on the
date first above written.


	
  

  	
  BORROWER:

  
	
   

  	
   

  
	
   

  	
  THE NEW YORK
  TIMES BUILDING LLC

  
	
   

  	
   

  
	
   

  	
  By:

  	
  FC Lion LLC,
  member

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  FC 41st Street Associates, LLC, its managing

  member

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
  RRG 8 South,
  Inc., its managing

  member

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  By: 

  	
  /s/ David L. Berliner

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  Name:  DAVID L. BERLINER

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  Title:    SR. VICE PRESIDENT

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  NYT Real Estate
  Company LLC, member

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
  /s/ Kenneth Richieri

  
	
   

  	
   

  	
   

  	
   

  	
  Name:  KENNETH RICHIERI

  
	
   

  	
   

  	
   

  	
   

  	
  Title:    MANAGER

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  AGENT:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  GMAC COMMERCIAL
  MORTGAGE CORPORATION,

  as Agent

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Phillip J. Keel

  
	
   

  	
   

  	
  Name: Phillip J. Keel

  
	
   

  	
   

  	
  Title:  Senior Vice President

  
								



 


[SIGNATURES CONTINUE ON NEXT
PAGE]
















THE UNDERSIGNED ARE
EXECUTING THIS


AGREEMENT AS THE
BENEFICIAL OWNERS OF


THE NYTC UNIT AND FC UNITS, RESPECTIVELY:


FC MEMBER:


FC LION LLC


	
  By:

  	
  FC 41st Street Associates, LLC, its managing member

  
	
   

  	
   

  
	
   

  	
  By:

  	
  RRG 8 South, Inc., its
  managing member

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  David L. Berliner

  	
   

  
	
   

  	
   

  	
  Name:  DAVID L. BERLINER

  	
   

  
	
   

  	
   

  	
  Title:    SR. VICE PRESIDENT

  	
   

  



 


NYTC MEMBER:


NYT REAL ESTATE COMPANY
LLC


	
  By:

  	
  /s/
  Kenneth Richieri

  	
   

  	
   

  	
   

  
	
   

  	
  Name:  KENNETH RICHIERI

  	
   

  	
   

  	
   

  
	
   

  	
  Title:    MANAGER

  	
   

  	
   

  	
   

  



 



 6















 


	
  STATE OF NEW YORK

  	
  )

  	
   

  
	
   

  	
  )

  	
  ss.:

  
	
  COUNTY OF KINGS

  	
  )

  	
   

  



 


On the 6th day of Dec. in the year 2004 before me, the
undersigned, personally appeared David Berliner personally known to me or
proved to me on the basis of satisfactory evidence to be the individual whose
name is subscribed to the within instrument and acknowledged to me that he
executed the same in his capacity, and that by his signature on the instrument,
the individual, or the person upon behalf of which the individual acted,
executed the instrument.


	
   

  	
   

  	
  /s/ Alison Vaccaro

  	
   

  
	
   

  	
   

  	
  Notary Public

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  ALISON VACCARO 

  Notary Public, State of New York

  No. 01VA5066683 

  Qualified in Kings County

  Commission Expires 9/30/06

  
					



 










 



 


	
  STATE OF NEW YORK

  	
  )

  	
   

  
	
   

  	
  )

  	
  ss.:

  
	
  COUNTY OF NEW YORK

  	
  )

  	
   

  



 


On the 7th day of Dec. in the year 2004 before me, the
undersigned, personally appeared Kenneth Richieri personally known to me or
proved to me on the basis of satisfactory evidence to be the individual whose
name is subscribed to the within instrument and acknowledged to me that he
executed the same in his capacity, and that by his signature on the instrument,
the individual, or the person upon behalf of which the individual acted,
executed the instrument.


	
   

  	
   

  	
  /s/ Dana Rosales

  	
   

  
	
   

  	
   

  	
  Notary Public

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  DANA ROSALES

  Notary Public, State of New York

  No. 01RO6059690

  Qualified in New York County

  Commission Expires August 29, 2007

  
					



 










 



 


	
  STATE OF ILLINOIS

  	
  )

  	
   

  
	
   

  	
  )

  	
  ss.:

  
	
  COUNTY OF COOK

  	
  )

  	
   

  



 


On the 1st day of Dec in the year 2004 before me, the
undersigned, personally appeared Phillip J. Keel personally known to me or
proved to me on the basis of satisfactory evidence to be the individual whose
name is subscribed to the within instrument and acknowledged to me that he
executed the same in his capacity, and that by his signature on the instrument,
the individual, or the person upon behalf of which the individual acted,
executed the instrument.


	
   

  	
   

  	
  /s/ Stacie Marie Upton

  	
   

  
	
   

  	
   

  	
  Notary Public

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  OFFICIAL SEAL

  STACIE MARIE UPTON

  NOTARY PUBLIC, STATE OF ILLINOIS

  MY COMMISSION EXPIRES 06/22/08

  	
   

  
					



 










 



 


 


	
  STATE OF NEW YORK

  	
  )

  	
   

  
	
   

  	
  )

  	
  ss.:

  
	
  COUNTY OF KINGS

  	
  )

  	
   

  



 


On the 6th day of Dec. in the year 2004 before me, the
undersigned, personally appeared David Berliner personally known to me or
proved to me on the basis of satisfactory evidence to be the individual whose
name is subscribed to the within instrument and acknowledged to me that he
executed the same in his capacity, and that by his signature on the instrument,
the individual, or the person upon behalf of which the individual acted,
executed the instrument.


	
   

  	
   

  	
  /s/ Alison Vaccaro

  	
   

  
	
   

  	
   

  	
  Notary Public

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  ALISON VACCARO

  Notary Public, State of New York

  No. 01VA5066683

  Qualified in Kings County

  Commission Expires 9/30/06

  
					











 



 


	
  STATE OF NEW YORK

  	
  )

  	
   

  
	
   

  	
  )

  	
  ss.:

  
	
  COUNTY OF NEW YORK 

  	
  )

  	
   

  



 


On the 7th day of Dec. in
the year 2004 before me, the undersigned, personally appeared Kenneth Richieri
personally known to me or proved to me on the basis of satisfactory evidence to
be the individual whose name is subscribed to the within instrument and
acknowledged to me that he executed the same in his capacity, and that by his
signature on the instrument, the individual, or the person upon behalf of which
the individual acted, executed the instrument.


	
   

  	
  /s/ Dana Rosales.

  	
   

  
	
   

  	
  Notary Public

  
	
   

  	
   

  
	
   

  	
  DANA ROSALES

  
	
   

  	
  Notary Public, State of New York

  
	
   

  	
  No. 01RO6059690

  
	
   

  	
  Qualified in New York County

  
	
   

  	
  Commission Expires August 29, 2007.

  



 










 



Exhibit A


The Land


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 West 40th Street 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 8th Avenue with the southerly line
of West 41st Street;


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 West 40th Street;


THENCE westerly along
said northerly line of West 40th Street, 400 feet to the point or place of
BEGINNING.


Being the property
located at and known as Block 1012, Lots 1, 5, 8, 14, 53, 59, 61, 62, 63 and
part of 15 on the Tax Assessment Map of the County of New York.