Exhibit 10.1


42ND ST.
DEVELOPMENT PROJECT, INC.

633 Third Avenue 

New York, New York 10017


April 8, 2004


The New York Times Building LLC

c/o The New York Times Company

229 West 43rd Street


New York, New York, 10036 

Attention: General Counsel


Site 8 South
/Early Construction Work 


Ladies and Gentlemen:


Reference is made to that
certain Agreement of Lease (the “Lease”), dated as of December 12, 2001,
by and between 42nd St. Development Project, Inc., as landlord,
and The New York Times Building LLC, as tenant. Capitalized terms used but not
defined herein shall have the respective meanings set forth therefor in the
Lease. Landlord and Tenant hereby agree to amend the Lease as set forth herein.


1.      On the terms and conditions set forth herein, Tenant may commence
and perform, prior to delivering the NYTC Construction Guaranty and the FCE
Construction Guaranty as required by Section 6.3(b)(iv) of the Lease, the
following aspects of Tenant’s Construction Work (any and all such work
collectively, “Early Construction Work”):


(a)         Excavation, test borings, test pilings,
preconstruction surveys, pile driving, sheeting and shoring, waterproofing, and
other such similar work preparatory to the pouring of concrete for the
foundation of the New Building; and


(b)        The pouring of permanent concrete for
the foundation of the New Building, including foundation drainage work and
other work necessary or incidental to the pouring of the concrete for the
foundation of the New Building.


Tenant shall notify
Landlord in writing of the date that Tenant commences Early Construction Work
or recommences Early Construction Work after a Hold Date (as hereinafter
defined), in each case within three (3) Business Days after such commencement
or recommencement (each, a “Start Notice”).


2.      In no event shall Early Construction Work include the erection
of steel for the New Building.









 



3.      If for any reason Tenant fails to commence the Further
Construction Work (as defined below) in accordance with the Lease, then
Landlord, in Landlord’s sole discretion, and in addition to all other remedies
reserved to Landlord by the Lease, may deliver to Tenant a notice (the “Restoration
Notice”) requiring that Tenant perform, and Tenant hereby agrees to
perform, promptly after receipt of the Restoration Notice, in accordance with
Applicable Legal Requirements, all or any such portion of the following work as
Landlord may require in Landlord’s sole discretion (such work the “Guarantied
Work”):


(a)         Removal of any or all concrete poured
for the foundation of the New Building, and


(b)        Refilling of any excavation to grade,
with clean fill.


4.      Prior to commencement of any Early Construction Work, Tenant
shall cause each of NYTC and FCE to execute and deliver to Landlord a guaranty
in the form attached hereto as Exhibit AA, guarantying that Tenant will
undertake and complete the Guarantied Work.


5.      No later than the earliest of (a) the date on which Tenant
closes on construction financing for the New Building, (b) the date on which
Tenant commences any of Tenant’s Construction Work other than Demolition Work
or Early Construction Work (“Further Construction Work”), and (c) the
Fixed Construction Commencement Date (such earliest date, the “Construction
Recommencement Date”), Tenant shall cause NYTC and FCE to execute
and deliver the NYTC Construction Guaranty and the FCE Construction Guaranty in
accordance with Section 6.3(b)(iv) of the Lease.


6.      Notwithstanding any provision of this Amendment to the
contrary, Tenant shall Commence Construction of Tenant’s Construction Work on or
prior to the Fixed Construction Commencement Date and shall be performing such
Tenant’s Construction Work on the Fixed Construction Commencement Date, which
such Tenant’s Construction Work Tenant shall thereafter continue to perform
with diligence and continuity and in all other ways in accordance with the
Lease. Subject to Tenant having fulfilled the covenant set forth in the
immediately preceding sentence, Commencement of Construction of Tenant’s
Construction Work shall not be deemed to have occurred for purposes of Sections
6.1(b)(i)(A) and 14.2(g) of the Lease until the date which is the earlier of:
(i) the date on which Tenant first commences any Further Construction Work; and
(ii) the Fixed Construction Commencement Date.


7.      If neither the closing of Tenant’s construction financing on
the New Building nor the Fixed Construction Commencement Date has yet occurred,
Tenant may further elect (but no more than three (3) times), upon prior written
notice to Landlord, which notice shall designate the applicable Hold Date, to
cease Early Construction Work temporarily or, having completed Early
Construction Work, not to commence Further Construction Work immediately
thereafter (subject, in any event, to the provisions of Paragraph 6 above).
Each date on which Tenant temporarily ceases Tenant’s Construction Work in
accordance with the immediately preceding sentence, a “Hold Date”.









 



8.      The Fixed Substantial Completion Date, for all purposes under
the Lease, shall be the date that is thirty-six (36) months after the
Construction Recommencement Date, as such date shall be reduced by the number
of days in each period from the date that Tenant commences or recommences the
Early Construction Work (as set forth in the applicable Start Notice) to the
day that is the earlier of the Construction Recommencement Date and the
applicable Hold Date, if any.


9.      Nothing herein shall be deemed to affect Tenant’s right to
perform Demolition Work in accordance with Article VI of the Lease.


10.    With respect to the giving of notices under
the Project Document.


a.          All
notices to be sent to Swidler Berlin Shereff Freidman LLP; Esq. shall hereafter
instead be directed to:


Piper Rudnick LLP

1251 Avenue of the Americas 

New York, New York 10020 

Attention: Martin D. Polevoy, Esq.


b.          All
notices to be sent to Pillsbury Winthrop LLP shall hereafter be directed to it
at the following new address:


Pillsbury Winthrop LLP

1540 Broadway 

New York, New York 10036 

Attention: Max Friedman, Esq.


11.    Except as modified herein, the terms and
provisions of the Lease shall, in all other respects, remain unmodified, are
hereby ratified and reaffirmed, and shall remain in full force and effect.


12.    The term of this letter agreement are to be
governed by and construed in accordance with the laws of the State of New York.


13.    This letter agreement may be executed in any
number of counterparts and by different parties hereto in separate
counterparts, each of which when so executed shall be deemed an original and
all of which taken together shall constitute one and the same agreement.


[BALANCE OF PAGE
INTENTIONALLY LEFT BLANK.]









 



Please execute below to indicate your agreement with
the foregoing.


	
  

  	
   

  	
   

  	
   

  	
  Very truly yours,

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  42ND ST.
  DEVELOPMENT PROJECT,

  INC.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  By:

  	
   

  	
  /s/ Naresh Kapadia

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Name:

  	
  Naresh Kapadia

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Title:

  	
  Assistant Vice President-

  Planning & Design

  
									



Agreed:


THE NEW YORK TIMES
BUILDING LLC


	
  By:

  	
  NYT Real Estate Company LLC, member

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title: Manager

  	
   

  
					



 


	
  By:

  	
  FC Lion LLC, member

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  FC 41st Street Associates, LLC, its managing member

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  RRG 8 South, Inc., its managing member

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Title:

  	
   

  	
   

  
								



 









 



Please execute below to indicate your agreement with
the foregoing.


	
  

  	
   

  	
   

  	
  Very truly yours,

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  42ND ST.
  DEVELOPMENT PROJECT,

  INC.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Name:

  	
  Naresh Kapadia

  
	
   

  	
   

  	
   

  	
   

  	
  Title:

  	
  Assistant Vice President -

  Planning & Design

  
							



Agreed


THE NEW YORK TIMES
BUILDING LLC


	
  By:

  	
  NYT Real Estate Company LLC, member

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ R. Anthony Benten

  	
   

  	
   

  
	
   

  	
   

  	
  Name: R. Anthony Benten

  	
   

  
	
   

  	
   

  	
  Title: Manager

  	
   

  
					



 


	
  By:

  	
  FC Lion LLC, member

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  FC 41st Street Associates, LLC, its managing member

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  RRG 8 South, Inc., its managing member

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Title:

  	
   

  	
   

  
								



 









 



Please execute below to indicate your agreement with
the foregoing.


	
  

  	
   

  	
   

  	
  Very truly yours,

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  42ND ST.
  DEVELOPMENT PROJECT,

  INC.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Name:

  	
  Naresh Kapadia

  
	
   

  	
   

  	
   

  	
   

  	
  Title:

  	
  Assistant Vice President -

  Planning & Design

  
							



 


Agreed:


THE NEW YORK TIMES
BUILDING LLC


	
  By:

  	
  NYT Real Estate Company LLC, member

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Name: 

  	
   

  
	
   

  	
   

  	
  Title: Manager

  	
   

  
					



 


	
  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:

  	
  Executive Vice President

  	
   

  
								



 









 



Consent provided:


	
  NEW YORK CITY ECONOMIC DEVELOPMENT CORPORATION,
  as agent for The City of New York pursuant to the letter dated October 2,
  1991 from The City of New York to the New York City Economic Development
  Corporation, as amended by the memorandum dated November 6, 1996 from the New
  York City Economic Development Corporation to The City of New York

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
  /s/ Tanya K. Tesa

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
  TANYA K. TESA

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  	
  EXECUTIVE VICE PRESIDENT

  	
   

  	
   

  
								



 


 


	
  STATE OF NEW YORK

  	
  )

  	
   

  
	
   

  	
  )

  	
  ss.:

  
	
  COUNTY OF NEW
  YORK

  	
  )

  	
   

  



On
the 12 day of April in the year
2004, before me, the undersigned, a Notary Public in and for said State,
personally appeared TANYA K. TESA, 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 signature on the instrument, the individual, or the person
upon behalf of which the individual acted, executed the instrument.


 


	
  

  	
   

  	
   

  	
   

  	
  /s/ Diane Studwood

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Notary Public

  Commission Expires

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  DIANE STUDWOOD

  COMMISSIONER OF DEEDS

  CITY OF NEW YORK — NO. 3-8924

  CERTIFICATE FILED IN NEW YORK COUNTY

  COMMISSION EXPIRES APRIL 1, 2005

  



 









 



 


	
  cc:

  	
   

  	
  The New York Times Company

  
	
   

  	
   

  	
  229 West 43rd Street

  
	
   

  	
   

  	
  New York, New York 10036

  
	
   

  	
   

  	
  Attention: Director of Real Estate

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  The New York Times Company

  
	
   

  	
   

  	
  229 West 43rd Street

  
	
   

  	
   

  	
  New York, New York 10036

  
	
   

  	
   

  	
  Attention: Mr. David Thurm

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Forest City Ratner Companies

  
	
   

  	
   

  	
  One Metro Tech Center, North

  
	
   

  	
   

  	
  Brooklyn, New York 11201

  
	
   

  	
   

  	
  Attention: Ms. Mary Anne Gilmartin

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  INGREDUS Site 8 South LLC

  
	
   

  	
   

  	
  c/o Clarion Partners

  
	
   

  	
   

  	
  601 13th Street, N.W.

  
	
   

  	
   

  	
  Washington, DC 20005

  
	
   

  	
   

  	
  Attn: Mr. Martin Standiford

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Piper Rudnick LLP

  
	
   

  	
   

  	
  1251 Avenue of the Americas

  
	
   

  	
   

  	
  New York, New York 10020

  
	
   

  	
   

  	
  Attn: Martin D. Polevoy, Esq.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Kelley Drye & Warren LP

  
	
   

  	
   

  	
  101 Park Avenue

  
	
   

  	
   

  	
  New York, New York 10178

  
	
   

  	
   

  	
  Attn: James J. Kirk, Esq.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Skadden, Arps, Slate, Meagher & Flom LLP

  
	
   

  	
   

  	
  Four Times Square

  
	
   

  	
   

  	
  New York, New York 10036

  
	
   

  	
   

  	
  Attn: Benjamin F. Needell, Esq.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  New York City Economic Development Corporation

  
	
   

  	
   

  	
  110 William Street

  
	
   

  	
   

  	
  New York, NY 10038

  
	
   

  	
   

  	
  Attn: President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  New York City Law Department

  
	
   

  	
   

  	
  100 Church Street

  
	
   

  	
   

  	
  New York, NY 10007

  
	
   

  	
   

  	
  Attn: Chief, Economic Development Division

  



 









 



 


	
  

  	
   

  	
  Shearman & Sterling LLP

  
	
   

  	
   

  	
  599 Lexington Avenue

  
	
   

  	
   

  	
  New York, NY 10022

  
	
   

  	
   

  	
  Attn: Chris M. Smith, Esq. (3578/13)

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Pillsbury Winthrop LLP

  
	
   

  	
   

  	
  1540 Broadway

  
	
   

  	
   

  	
  New York, New York 10036

  
	
   

  	
   

  	
  Attn: Max Friedman, Esq.

  



 









 



Acknowledgments


	
  STATE OF NEW YORK

  	
  )

  	
   

  
	
   

  	
  )

  	
  ss.:

  
	
  COUNTY OF NEW
  YORK

  	
  )

  	
   

  



On the 7th day of April in the year 2004, before me, the
undersigned, a Notary Public in and for said State, personally appeared Naresh Kapadia, 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 she
executed the same in her capacity, and that by signature on the instrument, the
individual, or the person upon behalf of which the individual acted, executed
the instrument.


 


	
  

  	
   

  	
   

  	
   

  	
  /s/ BERNARD A. WEINTRAUB

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Notary Public

  
	
   

  	
   

  	
   

  	
   

  	
  Commission Expires

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  BERNARD A.
  WEINTRAUB

  Notary Public, State of New York

  No. 02WE5087815

  Qualified in Westchester County

  Commission Expires November 10, 2009

  



 


	
  STATE OF NEW YORK

  	
  )

  	
   

  
	
   

  	
  )

  	
  ss.:

  
	
  COUNTY OF NEW
  YORK

  	
  )

  	
   

  



 


On the       
day of April in the year 2004, before me; the undersigned, a Notary Public in
and for said State, personally appeared             ,
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
signature on the instrument, the individual, or the person upon behalf of which
the individual acted, executed the instrument.


 


	
  

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Notary Public

  
	
   

  	
   

  	
   

  	
   

  	
  Commission Expires

  



 


	
  STATE OF NEW
  YORK

  	
  )

  	
   

  	
   

  
	
   

  	
  )

  	
  ss.:

  	
   

  
	
  COUNTY OF NEW
  YORK

  	
  )

  	
   

  	
   

  



On the       
day of April in the year 2004, before me, the undersigned, a Notary Public in
and for said State, personally appeared              ,
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
signature on the instrument, the individual, or the person upon behalf of which
the individual acted, executed the instrument.


 


	
  

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Notary Public

  
	
   

  	
   

  	
   

  	
   

  	
  Commission Expire

  



 















 


Acknowledgments


	
  STATE OF NEW YORK

  	
  )

  	
   

  
	
   

  	
  )

  	
  ss.:

  
	
  COUNTY OF NEW YORK

  	
  )

  	
   

  



On the                
day of April in the year 2004, before me, the undersigned, a Notary Public in
and for said State, personally appeared Naresh
Kapadia, 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 she executed the same in her
capacity, and that by signature on the instrument, the individual, or the
person upon behalf of which the individual acted, executed the instrument.


 


	
  

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Notary Public

  
	
   

  	
   

  	
  Commission Expires

  



 


	
  STATE OF NEW YORK

  	
  )

  	
   

  
	
   

  	
  )

  	
  ss.:

  
	
  COUNTY OF NEW YORK

  	
  )

  	
   

  



On the 8 day of April in the year 2004, before me, the
undersigned, a Notary Public in and for said State, personally appeared R.
Anthony Benten 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 signature on the instrument, the individual, or the
person upon behalf of which the individual acted, executed the instrument.


 


	
  

  	
   

  	
   

  	
   

  	
  /s/ ROSIE CUBERO

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Notary Public

  
	
   

  	
   

  	
   

  	
   

  	
  Commission Expires

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  ROSIE CUBERO

  Notary Public, State of New York

  No. 31-5005506

  Qualified in New York County

  Commission Expires Dec. 7, 2006

  



 


	
  STATE OF NEW YORK

  	
  )

  	
   

  
	
   

  	
  )

  	
  ss.:

  
	
  COUNTY OF NEW YORK

  	
  )

  	
   

  



On the          
day of April in the year 2004, before me, the undersigned, a Notary Public in
and for said State, personally appeared                    ,
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
signature on the instrument, the individual, or the person upon behalf of which
the individual acted, executed the instrument.


 


	
  

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Notary Public

  
	
   

  	
   

  	
  Commission Expire

  



 















 


Acknowledgments


	
  STATE OF NEW YORK

  	
  )

  	
   

  
	
   

  	
  )

  	
  ss.:

  
	
  COUNTY OF NEW YORK

  	
  )

  	
   

  



On the          
day of April in the year 2004, before me, the undersigned, a Notary Public in
and for said State, personally appeared Naresh
Kapadia, 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 she executed the same in her
capacity, and that by signature on the instrument, the individual, or the
person upon behalf of which the individual acted, executed the instrument.


 


	
  

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Notary Public

  
	
   

  	
   

  	
  Commission Expires

  



 


	
  STATE
  OF NEW YORK

  	
  )

  	
   

  
	
   

  	
  )

  	
  ss.:

  
	
  COUNTY OF NEW YORK

  	
  )

  	
   

  



On the          
day of April in the year 2004, before me, the undersigned, a Notary Public in
and for said State, personally appeared                  ,
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
signature on the instrument, the individual, or the person upon behalf of which
the individual acted, executed the instrument.


 


	
  

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Notary Public

  
	
   

  	
   

  	
  Commission Expires

  



 


	
  STATE OF NEW YORK

  	
  )

  	
   

  
	
   

  	
  )

  	
  ss.:

  
	
  COUNTY OF NEW YORK

  	
  )

  	
   

  



On the 8th day of April in the year 2004, before me, the
undersigned, a Notary Public in and for said State, 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 signature on the instrument,
the individual, or the person upon behalf of which the individual acted,
executed the instrument.


 


	
  KARYN E. CORLETT

  	
   

  	
  /s/ KARYN E. CORLETT

  	
   

  
	
  Notary Public,
  State of New York

  	
   

  	
  Notary Public

  
	
  No. 02CO6018996

  	
   

  	
  Commission
  Expire

  
	
  Qualified in New
  York County

  	
   

  	
   

  
	
  Commission
  Expires February 1, 2007

  	
   

  	
   

  



 















 


EXHIBIT AA


Guaranty


RESTORATION
GUARANTY


THIS RESTORATION GUARANTY
(this “Guaranty”), made as of the           
day of April, 2004, by [FOREST CITY ENTERPRISES, INC., a corporation organized
under the laws of the State of Ohio, having an address at 1100 Terminal Tower,
50 Public Square, Cleveland, Ohio 44113-2203, Attention: General Counsel] [THE
NEW YORK TIMES COMPANY, a corporation organized under the laws of the State of
New York, having an address at 229 West 43rd Street, New York, New York 10036, Attention:
General Counsel] (“Guarantor”), to
42ND ST. DEVELOPMENT PROJECT INC., a corporation organized, under the laws of
New York, having an address at 633 Third Avenue, 33rd floor, New York, New York
10017 (“Landlord”).


W I  T  N
E  S  S  E  T  H:


WHEREAS, The New York
Times Building LLC (“Tenant”), an
affiliate of Guarantor, is the tenant under that certain Agreement of Lease
dated as of December 12, 2001, as the same was amended by letter agreement
dated April        , 2004 (the “Amendment”; such lease as amended by the
Amendment, the “Lease”);
capitalized terms used herein and not otherwise defined herein having the
meanings ascribed thereto in the Lease;


WHEREAS, Tenant has
requested permission to commence the Early Construction Work and Landlord has
granted such permission on the terms and conditions set forth in the Amendment;


WHEREAS, in the event
that Landlord delivers the Restoration Notice, Tenant is required to undertake,
perform and complete the Guarantied Work;


WHEREAS, it is an
obligation under the Lease that Tenant deliver to Landlord this Guaranty prior
to commencing any Early Construction Work; and


WHEREAS, Guarantor will
derive substantial direct and indirect benefit from the transactions
contemplated by the Lease.


NOW, THEREFORE, in
consideration of the foregoing premises and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
Guarantor hereby covenants and agrees as follows:


1.      Completion of Guarantied Work. Guarantor does hereby
unconditionally and irrevocably guaranty that: (a) Tenant shall complete the
Guarantied Work in accordance with the requirements of the Lease; (b) Tenant
shall fully and punctually pay and discharge any and all costs, expenses and
liabilities for or in connection with the Guarantied Work; (c) the Guarantied
Work shall be and remain free and clear of all liens, encumbrances, chattel
mortgages, conditional bills of sale and other charges of any and all persons,
firms, corporations or other entities furnishing materials, labor or services
in completing the Guarantied Work (all such obligations set forth in clauses
(a) through (c) above collectively, the “Guarantied
Obligations”); and (d) Guarantor agrees to pay on demand any and all
claims, losses, suits, costs and expenses, including, without limitation,
reasonable attorneys’ fees and disbursements, incurred by Landlord in enforcing
or collecting any or all of the Guarantied Obligations under this Guaranty or
the Lease (collectively,



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the “Landlord’s Expenses”). This is not a
guaranty of payment of any monetary indebtedness of Tenant to Landlord evidenced
by a note or other similar instrument.


2.                 Guaranty Absolute. (a) Guarantor guaranties
that the Guarantied Obligations will be paid or performed strictly in
accordance with the Lease and this Guaranty, regardless of any law, statute,
rule, regulation, decree or order now or hereafter in effect in any
jurisdiction affecting or purporting to affect in any manner any of such terms
or the rights or remedies of Landlord with respect thereto.


(b)           Any payment or payments made by Tenant or any other person
or received or collected by Landlord from Tenant or any other person by virtue
of any action or proceeding or any other set-off or appropriation or
application at any time or from time to time in respect of any obligations or
liabilities of Tenant under the Lease may be applied by Landlord in
satisfaction of such obligations and liabilities in such order as Landlord may
determine, and no application of such payment or payments to satisfaction of
indebtedness, obligations or liabilities other than the Guarantied Obligations
shall discharge in any manner any obligations of Guarantor hereunder.


(c)           The liability of Guarantor under this
Guaranty shall be absolute and unconditional, and shall not be affected,
released, terminated, discharged or impaired, in whole or in part, by, and
Landlord may proceed to exercise any right or remedy hereunder irrespective of,
any or all of the following:


(i)            any lack of genuineness, regularity, validity, legality
or enforceability, or the voidability of, the Lease or any other agreement or
instrument relating thereto;


(ii)           the failure of Landlord to exercise or to exhaust any
right or remedy or take any action against Tenant or any other security
available to it;


(iii)          any amendment or modification of the terms of the Lease;


(iv)          any change in the time, manner or place of payment or
performance, of all or any of the Guarantied Obligations or any extensions of
time for payment, performance or observance, whether in whole or in part, of
the terms of the Lease on the part of Tenant to be paid, performed or observed,
as applicable;


(v)           any
amendment or waiver of, or any assertion or enforcement or failure or refusal
to assert or enforce, or any consent or indulgence granted by Landlord with
respect to a departure from, any term of the Lease, including, without limiting
the generality of the foregoing, the waiver by Landlord of any default of
Tenant, or the making of any other arrangement with, or the accepting of any
compensation or settlement from, Tenant;


(vi)          any
failure or delay of Landlord to exercise, or any lack of diligence in
exercising, any right or remedy with respect to the Lease or this Guaranty;


(vii)         any
dealings or transactions between Landlord and Tenant, whether or not Guarantor
shall be a party to or cognizant of the same;


(viii)        any
bankruptcy, insolvency, assignment for the benefit of creditors, receivership,
trusteeship or dissolution of or affecting Tenant;


(ix)           any
exchange, surrender or release, in whole or in part, of any security which may
be held by Landlord at any time for or under the Lease or in respect of the
Guarantied Obligations;



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(x)            any other guaranty now or hereafter
executed by Guarantor or any other guarantor or the release of any other
guarantor from liability for the payment, performance or observance of any of
the Guarantied Obligations or any of the terms of the Lease on the part of
Tenant to be paid, performed or observed, as applicable, whether by operation
of law or otherwise; provided, however, that if, without the written consent of
Guarantor, Landlord releases, in writing, [The New York Times Company][Forest
City Enterprises, Inc.] from any of its obligations under that certain
Restoration Guaranty by [The New York Times Company][Forest City Enterprises,
Inc.] to Landlord, dated as of the date hereof, then Guarantor shall be deemed
released from the Guarantied Obligations, but only to the same extent and on
the same terms as Landlord shall have released [The New York Times
Company][Forest City Enterprises, Inc.], as aforesaid;


(xi)           any rights, powers or privileges Landlord may now or
hereafter have against any person, entity or collateral in respect of the
Guarantied Obligations; 


(xii)          Landlord’s consent to any assignment or successive
assignments of the Lease by Tenant;


(xiii)         any other circumstance which might in
any manner or to any extent constitute a defense available to Tenant (except
performance of the obligations in question), or vary the risk of Guarantor, or
might otherwise constitute a legal or equitable discharge or defense available
to a surety or guarantor, whether similar or dissimilar to the foregoing;


(xiv)        any notice of the creation, renewal or extension of the
Guarantied Obligations and notice of or proof of reliance by Landlord upon this
Guaranty or acceptance of the Guaranty; or


(xv)         any change, restructuring or termination of the structure or
existence of Tenant;


(xvi)        whether occurring before or after any default by Tenant under
the Lease, and with or without further notice to or assent from Guarantor.


(d)           Notwithstanding anything to the
contrary contained in Section  12 hereof, this Guaranty shall continue to
be effective or be reinstated, as the case may be, and the rights of Landlord
hereunder shall continue with respect to, any Guarantied Obligation (or portion
thereof) at any time paid by Tenant which shall thereafter be required to be
restored or returned by Landlord upon the insolvency, bankruptcy or
reorganization of Tenant, or for any other reason, all as though such
Guarantied Obligation (or portion thereof) had not been so paid or applied.


(e)           Notwithstanding anything to the
contrary contained herein, the obligations of Guarantor hereunder with respect
to payment of Landlord’s Expenses and satisfaction of the Guarantied
Obligations shall survive the expiration or earlier termination of the Lease.


(f)            If Guarantor shall fail to perform
the Guarantied Obligations in accordance with the terms hereof, Landlord may,
but shall not be obligated to take such action personally or by its agents or
attorneys, without any notice, demand, presentment or protest (each and all of
which are hereby waived), as Landlord deems necessary or advisable to protect
and enforce Landlord’s rights and remedies hereunder, including, but not
limited to, the following actions, each of which may be pursued concurrently or
otherwise, at such time and in such order as Landlord, in its sole discretion,
may determine, without impairing or otherwise affecting its other rights or
remedies hereunder, at law or in equity:


(i)            perform or cause the performance of
any of the Guarantied Work in question;



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(ii)           pay, remove, release, discharge, bond
or settle or cause the payment, removal, release, discharge, bonding or
settlement of any lien, claim or demand, the removal, release, discharge,
bonding, settlement or payment of which is guaranteed hereunder; and


(iii)          cause
compliance with all Legal Requirements which must be complied with in
connection with the performance of the Guarantied Work in question.


In the event that
Landlord shall perform any of the acts described in this Section 2(f),
Guarantor, upon demand by Landlord, shall reimburse Landlord for the amount of
the sums paid and costs and expenses incurred by Landlord in connection
therewith, including, without limitation, reasonable attorneys’ fees and disbursements.


(g)           Landlord may proceed to protect and
enforce any or all of its rights under this Guaranty by suit in equity or
action at law, whether for specific performance of any covenants or agreements
contained in this Guaranty or otherwise, or to take any action authorized or
permitted under applicable law, and shall be entitled to require and enforce
the performance of all acts and things required to be performed hereunder by
Guarantor. Each and every remedy of Landlord shall, to the extent permitted by
law, be cumulative and shall be in addition to any other remedy given hereunder
or now or hereafter existing at law or in equity. Guarantor shall indemnify and
hold Landlord free and harmless from and against any and all loss, damage,
cost, expense, injury, or liability Landlord may suffer or incur in connection
with the exercise of its rights under this Guaranty or the performance of the
Guarantied Obligations.


3.             Representations and Warranties. Guarantor
represents and warrants to Landlord as follows:


(a)           Guarantor is a duly organized,
validly existing corporation and in good standing under the laws of the State
of Ohio, and has full power, authority and legal right to execute and deliver
this Guaranty and to perform fully and completely all of its obligations
hereunder.


(b)           The execution, delivery and
performance of this Guaranty by Guarantor has been duly authorized by all
necessary corporate action, and will not violate any provision of any law,
regulation, order or decree of any governmental authority, bureau or agency or
of any court binding on Guarantor, or any provision of the charter, bylaws or
code of regulations of Guarantor, or of any contract, undertaking or agreement to which Guarantor
is a party or which is binding upon Guarantor or any of its property or assets,
and will not result in the imposition or creation of any lien, charge or
encumbrance on, or security interest in, any of its property or assets pursuant
to the provisions of any of the foregoing.


(c)           This Guaranty has been duly executed
and delivered by a duly authorized officer of Guarantor and constitutes a legal, valid and binding
obligation of Guarantor, enforceable against it in accordance with its terms,
subject as to enforcement of remedies to any applicable bankruptcy, reorganization,
moratorium or other laws affecting the enforcement of creditors’ rights
generally and doctrines of equity affecting the availability of specific
enforcement as a remedy.


(d)           All necessary resolutions, consents,
licenses, approvals and authorizations of any person or entity required in connection with the execution,
delivery and performance of this Guaranty have been duly obtained and are in
full force and effect.


(e)           There are no conditions precedent to
the effectiveness of this Guaranty that have not been either satisfied or
waived.



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(f)            The Guarantor has, independently and
without reliance upon the Landlord and based on such documents and information
as it has deemed appropriate, made its own credit analysis and decision to
enter into this Guaranty.


(g)           Guarantor is the holder, directly or
indirectly, of at least        percent (       %)
of the beneficial interests of Tenant.


(h)           Guarantor has received, reviewed and
understood a true, correct and complete copy of the Lease and all other Project
Documents (as defined in the Lease).


(i)            There are no actions, suits or
proceedings pending or, to the knowledge of Guarantor, threatened against or
affecting Guarantor, which will have a material adverse impact upon Guarantor’s
ability to perform its obligations hereunder, or involving the validity or
enforceability of this Guaranty, at law or in equity; and Guarantor is not in
default under any order; writ, injunction, decree or demand of any court or any
administrative, body having jurisdiction over Guarantor.


4.             Waivers. To the extent permitted by law,
Guarantor expressly waives the following:


(a)           notice of acceptance of this Guaranty
and of any change in the financial condition of Tenant;


(b)           promptness, diligence, presentment
and demand for payment or performance of any of the Guarantied Obligations;


(c)           protest, notice of dishonor, notice
of default and any other notice with respect to any of the Guarantied
Obligations and/or this Guaranty;


(d)           any demand for payment under this
Guaranty;


(e)           the right to interpose all
substantive and procedural defenses of the law of guaranty, indemnification and
suretyship, except the defenses of prior payment or performance by Tenant of
the Guarantied Obligations which Guarantor is called upon to pay or perform
under this Guaranty;


(f)            all rights and remedies accorded by
applicable law to guarantors, or sureties, including, without being limited to, any extension of time conferred by any
law now or hereafter in effect;


(g)           the right to trial by jury in any
action or proceeding of any kind arising on, under, out of, or by reason of or relating, in any way, to this Guaranty
or the interpretation, breach or enforcement hereof;


(h)           the right to interpose any set-off or
counterclaim of any nature or description in any action or proceeding arising
hereunder or with respect to this Guaranty; and


(i)            any right or claim of right to cause
a marshaling of the assets of Tenant or to cause Landlord to proceed against Tenant and/or any collateral or
security held by Landlord at any time or in any particular order.


5.             Bankruptcy. Notwithstanding anything to the
contrary herein, Guarantor’s liability shall extend to all amounts or other
obligations which constitute part of the Guarantied Obligations and would be
owed by, or required to be performed by, Tenant under the Lease but for the
fact that they are unenforceable or not allowable due to the existence of a
bankruptcy, reorganization or similar proceeding involving Tenant. Without
limiting the foregoing, neither Guarantor’s obligation to make



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payment or otherwise
perform in accordance with this Guaranty nor any remedy for the enforcement
thereof shall be impaired, modified, changed, stayed, released or limited in
any manner by any impairment, modification, change, release, limitation or stay
of the liability of Tenant or its estate in bankruptcy or any remedy for the
enforcement thereof, resulting from the operation of any present of future
provision of the United States bankruptcy laws or other statute or from the decision
of any court interpreting any of the same.


6.             Currency of Payments. Any and all amounts
required to be paid by Guarantor hereunder shall be paid in lawful money of the
United States of America and in immediately available funds to Landlord.
Guarantor agrees that whenever, at any time, or from time to time, it shall
make any payment to Landlord on account of its liability hereunder, it will
notify Landlord in writing that such payment is made under this Guaranty for
that purpose.


7.             Waiver of Rights Against Tenant; Subordination. (a) Guarantor
hereby waives all rights of subrogation and any other claims that it may now or
hereafter acquire against either Tenant or any insider that arise from the
existence, payment, performance or enforcement of Guarantor’s obligations under
this Guaranty or any other documents executed in connection herewith
(collectively, the “Guaranty Documents”),
including, without limitation, any right of reimbursement, exoneration,
contribution or indemnification and any right to participate in any claim or
remedy of Landlord against either Tenant or any insider, whether or not such
claim, remedy or right arises in equity or under contract, statute or common
law, including, without limitation, the right to take or receive from either
against Tenant or any insider, directly or indirectly, in cash or other
property or by set-off or in any other manner, payment or security on account
of such claim, remedy or right.


(b)           If any amount shall be paid to
Guarantor in violation of the preceding subsection (a), such amount shall be
held in trust for the benefit of Landlord and shall forthwith be paid to
Landlord to be credited and applied to all amounts payable under this Guaranty
in accordance with the terms of the Lease and the Guaranty Documents, or to be
held as collateral for any amounts payable under this Guaranty thereafter
arising. Guarantor acknowledges that it has and will receive direct and
indirect benefits from the performance of the Guarantied Work and that the
waiver set forth in this subsection is knowingly made in contemplation of such
benefits.


(c)           All indebtedness, liabilities and
obligations of Tenant to Guarantor, whether secured or unsecured and whether or
not evidenced by any instrument, now existing or hereafter created or incurred,
are and shall be subordinate and junior in right of payment to the Guarantied
Obligations.


8.             Amendment in Writing. No amendment or waiver of
any provision of this Guaranty nor consent to any departure by Guarantor
therefrom shall in any event be effective unless the same shall be in writing
and signed by Landlord, and then such waiver or consent shall be effective only
in the specific instance and for the specific purpose for which given.


9.             Remedies. The obligations of Guarantor under this
Guaranty are independent of Tenant’s obligations under the Lease, and a
separate action or actions may be brought and prosecuted against the Guarantor
to enforce this Guaranty, irrespective of whether any action is brought against
Tenant or whether Tenant is joined in any such action or actions. Any one or
more successive and/or concurrent actions may be brought hereon against
Guarantor either in the same action, if any, brought against Tenant or in
separate actions, as often as Landlord, in its sole discretion, may deem advisable.


10.           Certified Statement and Financial
Statements. Guarantor agrees that it will, at any time and from time to
time, within ten (10) days following request by Landlord (a) execute and
deliver to Landlord a statement certifying that this Guaranty is unmodified and
in full force and effect (or if modified, that the same is in full force and
effect as modified and stating such modifications) and (b) deliver to the
Public Parties the then most recently available financial statements of
Guarantor unless



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Guarantor is a publicly
listed company and is current on all of its public financial filings. Promptly
after the full and complete discharge of all of the Guarantied Obligations,
Landlord shall acknowledge in writing to Guarantor that this Guaranty is of no further
force or effect; provided, however, that Landlord’s failure to
deliver such acknowledgement shall not affect the status of such discharge.


11.           Notices. All notices and other
communications which may be or are desired to be given hereunder shall be in
writing and, if to Guarantor, mailed or delivered to it, addressed to it at the
address first set forth above with a copy to [Kelley Drye & Warren LLP, 101
Park Avenue, New York, New York 10178, Attention: James J. Kirk, Esq.] [Piper
Rudnick LLP, 1251 Avenue of the Americas, New York, New York 10020, Attention:
Martin D. Polevoy, Esq.] and if to Landlord, mailed or delivered to it,
addressed to it at the address first set forth above, Attention: General
Counsel, with a copy to:


(i)            New
York City Economic Development Corporation

110 William Street

New York, New York 10038

Attn: President


(ii)           New
York City Law Department

100 Church Street

New York, New York 10007

Attn: Chief, Economic Development Division


(iii)          Shearman
& Sterling LLP

599 Lexington Avenue

New York, New York 10022-6069

Attn: Chris M. Smith, Esq. (3578/13)


(iv)          Pillsbury
Winthrop LLP

1540 Broadway 

New York, New York 10036

Attn: Max Friedman, Esq.


(v)           New
York State Urban Development Corporation

d/b/a Empire State Development Corporation

633 Third Avenue

New York, New York 10017

Attn: 42nd St. Development Project, Inc.


(vi)          Forest
City Ratner Companies

One MetroTech Center North

Brooklyn, New York 11201

Attn: General Counsel


or as to each party at
such other address as shall be designated by such party in a written notice to
each other party complying as to delivery with the terms of this Section 11. All such notices and other
communications shall be effective when deposited in the mails addressed as
aforesaid. No notice, demand, request or other communication hereunder shall be
effective unless given as aforesaid.


12.           Termination of Guaranty;
Successors and Assigns. This Guaranty shall: (a) remain in full force and
effect until the earlier of (i) the date on which the Guarantied Work is
complete and has been paid for in accordance with Section 1 hereof and the
Guarantied Obligations are otherwise fully satisfied and (ii) the date on which
the NYTC Guaranty and the FCE Guaranty have been executed and delivered to
Landlord in accordance with Section 6.3 (b)(iv) of the Lease; (b) be binding
upon



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Guarantor, its successors and permitted assigns; and (c) inure to the
benefit of and be enforceable by Landlord and its successors, transferees and
assigns or by any person to whom Landlord transfers, conveys or leases the Land
(and to the City of New York as holder of a reversionary estate in the property
demised by the Lease). Wherever in this Guaranty reference is made to Landlord
or Tenant, the same shall be deemed to refer also to the then successor or assign
of Landlord or Tenant. Notwithstanding anything herein to the contrary,
Guarantor shall not have the right to assign this Guaranty or delegate its
obligations without the prior written consent of Landlord, which may be
withheld in Landlord’s sole and absolute discretion, and any purported
assignment in violation of the foregoing clause shall be null and void as
against Landlord.


13.           Governing Law. This Guaranty
shall be governed by, and construed in accordance with, the laws of the State
of New York applicable to agreements made and to be performed entirely within
said state.


14.           Severability. If any term,
covenant, condition or provision of this Guaranty or the application thereof to
any circumstance or to Guarantor shall be invalid or unenforceable to any
extent, the remaining terms, covenants, conditions and provisions of this
Guaranty or the application thereof to any circumstances or to Guarantor other
than those as to which any term, covenant, condition or provision is held
invalid or unenforceable, shall not be affected thereby and each remaining
term, covenant, condition and provision of this Guaranty shall be valid and
shall be enforceable to the fullest extent permitted by law.


15.           Headings. The headings used in
this Guaranty are for convenience only and are not to be considered in
connection with the interpretation or construction of this Guaranty.


[Signature Page
Follows]



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IN WITNESS
WHEREOF, Guarantor has executed and delivered this Guaranty as of the date
first above written.


	
  

  	
   

  	
  GUARANTOR:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  [FOREST CITY ENTERPRISES, INC.]

  [THE NEW YORK TIMES COMPANY]

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
   

  	
  Title:

  
						



 



 AA-9