Exhibit
10.7


SECOND 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


CAPMARK
FINANCE INC.


having an
address at


100 South
Wacker Drive, Suite 400


Chicago,
Illinois 60606,


as agent


(Agent)


Dated as of June 22, 2006


	
  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 (now known as Lot 1)

  
	
  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.
















SECOND
AMENDMENT TO BUILDING LOAN AGREEMENT


THIS SECOND AMENDMENT TO
BUILDING LOAN AGREEMENT (this “Amendment”) is
made and entered into as of the 22nd day of June, 2006 by and between CAPMARK
FINANCE INC. (formerly known as 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 “Original
Agreement”; all capitalized terms used
herein but left undefined shall have the meanings assigned to such terms in the
Original 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;


WHEREAS, Agent and
Borrower entered into that certain First Amendment to Building Loan Agreement,
dated as of December 8, 2004 and filed with the City Clerk’s Office (the
“Clerk’s Office”) on December 10, 2004 (together with the Original Agreement,
the “Agreement”); and


WHEREAS, Agent and
Borrower wish to amend further 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.             Lien Law Affidavit. Borrower desires to modify
the Lien Law Affidavit filed in connection with the Original Agreement.
Accordingly, Borrower has executed a Lien Law Affidavit in the form of Exhibit
B attached hereto and Borrower shall cause a title insurance company to file
promptly such Lien Law Affidavit in the Clerk’s Office.


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; this
Amendment has been duly authorized, executed and delivered by all necessary
parties on behalf of Borrower; this Amendment is in all respects a valid and
legally binding obligation, enforceable against Borrower in accordance with its
terms; the execution and delivery of this Amendment by Borrower do not, and the
performance and observance by Borrower of its obligations hereunder 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; there does not exist any
default or Event of Default under the Loan Documents; and there does not exist
any right of recession, set-off, counterclaim or defense with respect to the
Loan Documents.


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. The provisions contained
in this Amendment shall be binding upon and shall inure to the benefit of the
parties hereto and their successors and assigns.


6.             Ratification. The Agreement, as amended hereby,
is hereby ratified and confirmed in all respects.


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 pages follows]



 2















 


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:

  	
  BR 8 South, LLC,
  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 A. Richieri

  
	
   

  	
   

  	
   

  	
   

  	
  Name:  KENNETH A. RICHIERI

  
	
   

  	
   

  	
   

  	
   

  	
  Title:    VP & GENERAL COUNSEL

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  AGENT:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  CAPMARK FINANCE
  INC., as Agent

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ George Hernandez

  
	
   

  	
   

  	
  Name: George Hernandez

  
	
   

  	
   

  	
  Title:  Vice President

  
								



 


[SIGNATURES
CONTINUE ON NEXT PAGE]


 









 



 


THE UNDERSIGNED ARE
EXECUTING THIS 


AMENDMENT 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:

  	
  BR 8 South, LLC, 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 A. Richieri

  	
   

  	
   

  	
   

  
	
   

  	
  Name:  Kenneth A. Richieri

  	
   

  	
   

  	
   

  
	
   

  	
  Title:    VP & General Counsel

  	
   

  	
   

  	
   

  











 



 


	
  STATE OF NEW YORK

  	
  )

  	
   

  
	
   

  	
  )

  	
  ss.:

  
	
  COUNTY OF KINGS

  	
  )

  	
   

  



 


 


On the 20th day of June in the year 2006 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/
  Jeanne Mucci

  	
   

  
	
   

  	
   

  	
  Notary Public

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  JEANNE MUCCI

  Notary Public, State of New York

  No. 30-4834577

  Qualified in Nassau County

  Commission
  Expires March 30, 2007

  	
   

  



 










 



 


	
  STATE OF NEW YORK

  	
  )

  	
   

  
	
   

  	
  )

  	
  ss.:

  
	
  COUNTY OF NEW YORK

  	
  )

  	
   

  



 


 


On the 19th day of June in the year 2006 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/ Deborah Beshaw

  	
   

  
	
   

  	
   

  	
  Notary Public

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  DEBORAH BESHAW

  Notary Public, State of New York

  No. 01BE5076617

  Qualified in Kings County

  Certificate on file in New York
  County

  Commission Expires April 21, 2007

  	
   

  
						



 










 



 


	
  STATE OF ILLINOIS

  	
  )

  	
   

  
	
   

  	
  )

  	
  ss.:

  
	
  COUNTY OF COOK

  	
  )

  	
   

  



 


 


On the 19th day of June in the year 2006 before me, the
undersigned, personally appeared George Hernandez 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/ Rhonda E. Watson

  	
   

  
	
   

  	
  Notary Public

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  OFFICIAL SEAL

  RHONDA E WATSON 

  NOTARY PUBLIC STATE OF ILLINOIS

  MY COMMISSION EXPIRES: 09/12/09

  	
   

  	
   

  	
   

  
					



 










 



 


	
  STATE OF NEW YORK

  	
  )

  	
   

  
	
   

  	
  )

  	
  ss.:

  
	
  COUNTY OF KINGS

  	
  )

  	
   

  



 


 


On the 20th day of June in the year 2006 before me, the
undersigned, personally appeared David L. 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/ Jeanne Mucci

  	
   

  
	
   

  	
   

  	
  Notary Public

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  JEANNE MUCCI

  Notary Public, State of New York

  No. 30-4834577

  Qualified in Nassau County

  Commission Expires March 30, 2007

  	
   

  
					



 










 



 


	
  STATE OF NEW YORK

  	
  )

  	
   

  
	
   

  	
  )

  	
  ss.:

  
	
  COUNTY OF NEW YORK

  	
  )

  	
   

  



 


On the 19th day of  June in the year 2006 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/ Deborah Beshaw

  	
   

  
	
   

  	
   

  	
  Notary Public

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  DEBORAH BESHAW

  Notary Public, State of New York

  No. 01BE5076817

  Qualified in Kings County

  Certificate on file in New York
  County

  Commission Expires April 21, 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.










 



Exhibit B


Lien Law Affidavit


[See Attached]










 



AFFIDAVIT PURSUANT TO SECTION 22


OF
THE LIEN LAW OF THE STATE OF NEW YORK


	
  STATE OF NEW YORK

  	
        )

  	
   

  
	
   

  	
     :       SS.:

  	
   

  
	
  COUNTY OF KINGS

  	
  )

  	
   

  



 


Joanne Minieri, being
duly sworn, deposes and says:


I am the Senior Vice
President and Treasurer of BR 8 South, LLC, the managing member of FC 41st
Street Associates, LLC, the managing member of FC Lion LLC, member of The New
York Times Building LLC (the “Borrower”), the borrower under that certain
Building Loan Agreement dated as of June 25, 2004, by and among GMAC Commercial
Mortgage Corporation, as agent, the Borrower, and the New York State Urban
Development Corporation d/b/a Empire State Development Corporation, as initial
agent, as amended by that certain Second Amendment to Building Loan Agreement
dated as of June 22, 2006 by and among Capmark Financial, Inc., f/k/a GMAC
Commercial Mortgage Corporation, as agent, and Borrower (collectively, the
“Building Loan Agreement”) to which this affidavit is attached.


The consideration paid,
or to be paid, by the Borrower for the Building Loan described therein from the
proceeds of the Building Loan is zero. Other expenses constituting cost of the
improvements incurred, or to be incurred, in connection with the Building Loan
and advanced or to be advanced pursuant to the Building Loan Agreement are as
follows:




	
  (a)

  	
   

  	
  Interest
  on the Building Loan during construction

  	
   

  	
  $

  	
  14,032,937.93

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (b)

  	
   

  	
  Insurance
  during construction

  	
   

  	
  $

  	
  1,267,767.37

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (c)

  	
   

  	
  Architect’s
  Fees, Engineer’s Fees and Prints

  	
   

  	
  $

  	
  1,508,143.40

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (d)

  	
   

  	
  Premium on Contractor’s
  Payment and or Performance Bonds

  	
   

  	
  $

  	
  597,377.10

  	
   

  






 


The amounts allocated to
the items specified above may be reallocated among such items or to the other
expenses constituting cost of the improvements.




	
  

  	
   

  	
  The
  net sum available to the Borrower for the improvements is

  	
   

  	
  $

  	
  153,123,253.20

  	
   

  






 


This statement is made
pursuant to Section 22 of the Lien Law of the State of New York and is hereby
made a part of the Second Amendment to the Building Loan Agreement.


The facts herein stated
are true to the knowledge of the deponent. The deponent is authorized to sign
this affidavit on behalf of the Borrower.


	
   

  	
   

  	
   

  	
  /s/ Joanne Minieri

  	
   

  
	
   

  	
   

  	
   

  	
  Joanne Minieri

  



 


	
  Sworn to before me this
  21st

  day of June, 2006

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  /s/ Jeanne Mucci

  	
   

  	
   

  	
   

  
	
  Notary Public

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  JEANNE MUCCI

   Notary Public, State of New York

  No. 30-4834577

  Qualified in Nassau County

  Commission Expires March 30, 2007