Exhibit 10.2


 


AMENDED AND
RESTATED AGREEMENT OF LEASE


By and Between


42ND ST. DEVELOPMENT
PROJECT, INC.,


as Landlord


and


42ND ST. DEVELOPMENT
PROJECT, INC.,


as Tenant


Premises:


Block:  1012


Lots:  1,5, 8, 14, P/O 15, 53, 59, 61, 62, 63


Address


620-628 8th Avenue


263-267 and
241-261 West 40th Street


242-244 West 41st Street


231-235 West 40th Street


248-256, 260-262
and 268 West 41st Street


634 and 630-632 8th Avenue


 


Borough of
Manhattan


County, City and
State of New York


RECORD AND RETURN
TO:


Shearman & Sterling
LLP


599 Lexington Avenue


New York, New York 10022


Attention:  Chris M. Smith, Esq.


 









 



AMENDED AND RESTATED AGREEMENT OF LEASE


THIS AMENDED AND RESTATED
AGREEMENT OF LEASE (this “Lease”) is made the 15th day of August, 2006, by and
between 42ND ST. DEVELOPMENT PROJECT, INC. (“42DP”), a subsidiary of New
York State Urban Development Corporation (“UDC”) d/b/a Empire State
Development Corporation (“ESDC”), a corporate governmental agency of the
State of New York constituting a political subdivision and public benefit
corporation, having an office at 633 Third Avenue, 33rd floor, New York, New
York 10017, as landlord (in such capacity, “Landlord”), and 42DP as
tenant (in such capacity, “Tenant”).


W  I  T 
N  E  S  S  E 
T  H  :


WHEREAS, ESDC and The City of New York (the “City”)
have developed, and are in the process of implementing, a rehabilitation and
renewal plan for an area of midtown Manhattan surrounding West 42nd Street
between Broadway and Eighth Avenue, known as the 42nd Street Development Project
(the “42nd Street Project”);


WHEREAS, in furtherance of the 42nd Street Project,
ESDC obtained fee title to the Property (as hereinafter defined) pursuant to
the Condemnation;


WHEREAS, promptly after ESDC obtained fee title to
the Property, ESDC conveyed (a) to Landlord an estate on limitation in the
Property, and (b) to the City a reversionary estate in the Property;


WHEREAS, Landlord and The New York Times Building
LLC (“NYTB”) entered into that certain Agreement of Lease dated as of
December 12, 2001 as amended by letter dated April 8, 2004 (as amended, the “Initial
Ground Lease”) with respect to certain land more particularly described in Exhibit
A attached hereto and hereby made a part hereof and all improvements then
or thereafter located thereon (collectively, the “Property”);


WHEREAS, NYTB entered into (a) that certain
Agreement of Sublease dated as of December 12, 2001 between NYTB and NYT Real
Estate Company LLC (the “NYTC Sublease”), (b) that certain Agreement of
Sublease dated as of December 12, 2001 between NYTB and FC Lion LLC (the “FC
Office Sublease”) and (c) that certain Agreement of Sublease dated as of
December 12, 2001 between NYTB and FC Lion LLC (the “FC Retail
Sublease”);


WHEREAS, the NYTC Sublease, the FC Office Sublease,
the FC Retail Sublease, any New Office Subleases (as defined in the FC Office
Sublease) and any new leases entered into pursuant to Section 31.6 of any of
the foregoing are referred to herein, collectively, as the “Severance
Subleases”;


WHEREAS, capitalized terms used herein without
definition shall have the respective meanings ascribed thereto in the Severance
Subleases;


WHEREAS, NYTB submitted the Initial Ground Lease to
a leasehold condominium structure pursuant to Article
9-B of the Real Property Law of the State of New York;


WHEREAS,
pursuant to that certain Assignment and Assumption Agreement dated as of the
date hereof between NYTB and 42DP (the “Assignment”), NYTB assigned to
Tenant all of its right, title and interest in and to the Initial Ground Lease
and the Severance Subleases;



 2
 






 



WHEREAS, on the date hereof, FC Lion LLC has
assigned to FC Eighth Ave., LLC and FC Eighth has assumed, all of FC Lion LLC’s
right, title and interest in and to the FC Office Sublease and FC Retail
Sublease;


WHEREAS, pursuant to the provisions of the Initial
Ground Lease and the Assignment, the Assignment did not cause a merger of the
interests of landlord and tenant under the Initial Ground Lease, which
interests are and shall remain separate and distinct; and


WHEREAS, Landlord and Tenant wish to amend and
restate the provisions of the Initial Ground Lease in their entirety;


NOW, THEREFORE, in consideration of the foregoing and other
good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto hereby covenant and agree as follows:


AMENDMENT AND RESTATEMENT


The Initial Ground Lease is
hereby amended and restated in its entirety as set forth in this Lease.


DEMISE; TERM


Landlord hereby leases to
Tenant, and Tenant hereby leases from Landlord, the Property, for a term
commencing on December 12, 2001 and ending upon
the earlier of the date immediately preceding the ninety-ninth (99th)
anniversary of the Commencement Date or the date on which this Lease shall
sooner terminate as hereunder provided (such earlier date, the “Expiration
Date”), upon and subject to the covenants, agreements, terms, provisions
and limitations herein set forth, all of which covenants, agreements, terms,
provisions and limitations Landlord and Tenant covenant and agree to perform
and observe, and subject to the Severance Subleases.


TITLE TO IMPROVEMENTS


It is the intention of
Landlord and Tenant that title to all improvements hereafter constructed on the
Property shall vest in Landlord, its successors and assigns, as and when the
same are constructed thereon.


RENT


The total rental under this
Lease shall be Ten and 00/100 Dollars ($10.00), receipt of which is hereby
acknowledged by Landlord.



 3
 






 



DELIVERY
OF POSSESSION


Landlord and Tenant
acknowledge that possession of the Property has been delivered to Tenant.


NO ASSIGNMENT, TRANSFER, SUBLEASE OR ENCUMBRANCE


Neither Landlord nor Tenant
shall assign or transfer this Lease, nor sublease the whole or any part of the
Property, nor subject this Lease to any lien, claim, mortgage or encumbrance
(other than Permitted Encumbrances), in any manner, nor sell, assign, convey or
otherwise dispose of the Property or any part thereof, during the term of this
Lease, in any manner, to any Person; provided, however, that (a)
portions of the Property may be subleased pursuant to a Severance Sublease, (b)
Landlord or Tenant may transfer its interest in
this Lease to any Governmental Authority so long as such transfer does not and
will not result in a decrease in any of the rights and benefits of a subtenant
under a Severance Sublease under any of the Project Documents or any IDA
Project Agreement (as defined in the NYTC Sublease) or an increase in the
obligations, liabilities or costs of a subtenant under a Severance Sublease
under any of the Project Documents or any IDA Project Agreement and (c)
nothing herein shall be construed to prohibit or restrict any assignment,
transfer, sublease or encumbrance of a Severance Sublease pursuant to the terms
thereof.


AMENDMENTS, MODIFICATIONS, TERMINATIONS, ETC.


This Lease may not be
amended, changed, modified, terminated, cancelled or discharged in whole or in
part, and no oral or executory agreement shall be effective to amend, change,
modify, terminate, cancel or discharge in whole or in part this Lease or any
obligations under this Lease, unless (in any such case) such agreement is set
forth in a written instrument executed by Tenant, Landlord and each tenant
under a Severance Sublease and has been consented to in writing by any
then-existing Recognized Mortgagee (as defined in the Severance Subleases) as
applicable.


NOTICES


Each
written notice, demand, request or other communication required or permitted
hereunder shall be in writing and shall be deemed to have been duly given and
received (a) if personally delivered with proof of delivery thereof (any notice
or communication so delivered being deemed to have been received at the time
delivered on a Business Day or, if not a Business Day, the next succeeding
Business Day), or (b) by nationally recognized overnight courier (any notice or
communication so sent being deemed to have been received on the first
succeeding Business Day subsequent to the day so sent), addressed to the
respective parties as follows:



 4
 






 



if to Landlord:


42nd St. Development
Project, Inc.

633 Third Avenue, 33rd floor

New York, New York  10017

Attention:  President


with copies to:


(i)                                     New York City Economic
Development Corporation

110 William Street

New York, New York  10038

Attention:  President


(ii)                                  New York City Law
Department

100 Church Street

New York, New York  10007

Attention:  Chief, Economic Development
Division


(iii)          Shearman & Sterling LLP

599 Lexington Avenue

New York, New York  10022-6069

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


(iv)          Goulston & Storrs

750 Third Avenue, 22nd Floor

New York, New York  10017

Attention:  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

Attention:  42nd Street Development
Project, Inc.


if to Tenant:


42nd St. Development
Project, Inc.

633 Third Avenue, 33rd floor

New York, New York  10017

Attention:  President


with copies to:


(vi)                              New York City Economic
Development Corporation

110 William Street

New York, New York  10038

Attention:  President



 5
 






 



(vii)                           New York City Law
Department

100 Church Street

New York, New York  10007

Attention:  Chief, Economic Development
Division


(viii)        Shearman & Sterling LLP

599 Lexington Avenue

New York, New York  10022-6069

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


(ix)           Goulston & Storrs

750 Third Avenue

22nd Floor

New York, New York  10017

Attention:  Max Friedman, Esq.


(x)                                   New York State Urban
Development Corporation

d/b/a Empire State Development Corporation

633 Third Avenue

New York, New York  10017

Attention:  42nd Street Development
Project, Inc.


(xi)                                If to NYT
Real Estate Company LLC:

c/o The New York Times Company

229 West 43rd Street

New York, New York 10036

Attention:  General Counsel


With a copy to: 

DLA Piper Rudnick Gray Cary US LLP

1251 Avenue of the Americas

New York, New York  10020

Attention:  Marc Hurel, Esq.


If to FC Eighth Ave., LLC: 

c/o Forest City Ratner Companies

One MetroTech Center, North

Brooklyn, New York 11201

Attention:  General Counsel


With a copy to: 

Kelley Drye & Warren LLP

101 Park Avenue

New York, New York 10178

Attention:  James J. Kirk, Esq.


(xii)                             to each Recognized
Mortgagee at such address as has been specified in writing by such Recognized
Mortgagee



 6
 






 



or to such
other address as may be specified by written notice sent in accordance herewith.  No notice, demand, request or other
communication hereunder shall be effective unless given as aforesaid.


CHOICE OF LAW; SUCCESSORS AND ASSIGNS; SEVERABILITY


(a)           THIS LEASE SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO
THE PRINCIPLES OF THE CONFLICTS OF LAWS THEREOF.


(b)           The terms of this Lease are and shall be binding upon and
inure to the benefit of Tenant and Landlord and their respective successors and
assigns.


(c)           If any one or more of the provisions of this Lease shall
be ruled invalid by any court of competent jurisdiction, the invalidity of such
provision(s) shall not affect any of the remaining provisions hereof, but this
Lease shall be construed and enforced as if such illegal or invalid provision
had not been contained herein.


COUNTERPARTS


This Lease may be
simultaneously executed in several counterparts, each of which shall be an
original and all of which shall constitute but one and the same instrument.


NON-RECOURSE


All covenants, stipulations,
promises, agreements and obligations of Tenant or Landlord, as applicable,
contained in this Lease shall be deemed to be the covenants, stipulations,
promises, agreements and obligations of Tenant and Landlord, as the case may be,
and not of any member, director, officer, employee or agent of Tenant or
Landlord in his individual capacity, and no recourse shall be had for the
payment of any amounts hereunder against any member, director, officer,
employee or agent of Tenant or Landlord. 
In addition, in the performance of the agreements of Landlord herein
contained, any obligation it may incur for the payment of money shall not
create a debt of the State of New York or of The City of New York and neither
the State of New York nor The City of New York shall be liable on any
obligation so incurred, but any such obligation shall be payable solely out of
the lease rentals, revenues and receipts derived from or in connection with the
Property and payable to Landlord by Tenant under the Lease Agreement.


NO MERGER


There shall be no merger of this Lease or of the leasehold
estate hereby created with the fee estate in the Property by reason of the fact
that the same Person acquires or holds, directly, this Lease



 7
 






 



or the leasehold estate hereby created or any interest
herein or in such leasehold estate as well as the fee estate in the Property or
any interest in such fee estate.


ENTIRE AGREEMENT


This Lease and the other
Project Documents contain the entire agreement between the parties hereto with
respect to the subject matter hereof and all prior negotiations and agreements
are merged therein.


[BALANCE OF PAGE INTENTIONALLY
BLANK]



 8
 






 



IN WITNESS
WHEREOF, the parties hereto have duly executed this Lease as of the day and
year first above written.


	
  

  	
  42ND ST. DEVELOPMENT PROJECT,

  INC., as Landlord

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Naresh Kapadia

  	
   

  
	
   

  	
   

  	
  Name: Naresh Kapadia

  
	
   

  	
   

  	
  Title: AVP Planning & Design

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  42ND ST. DEVELOPMENT PROJECT,

  INC., as Tenant

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Naresh Kapadia

  	
   

  
	
   

  	
   

  	
  Name: Naresh Kapadia

  
	
   

  	
   

  	
  Title: AVP Planning & Design

  



 



 9














 


 


	
  STATE OF NEW YORK

  	
  )

  	
   

  
	
   

  	
  )

  	
  ss.:

  
	
  COUNTY OF NEW
  YORK

  	
  )

  	
   

  



 


On the 9th day of August, in the year 2006, 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 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/ Gita Tiku

  	
   

  
	
   

  	
  Notary Public

  
	
   

  	
  Commission
  Expires

  
	
   

  	
   

  
	
   

  	
  GITA TIKU

  
	
   

  	
  Notary Public, State of New York

  
	
   

  	
  No. 01TI6133463

  
	
   

  	
  Qualified in New York County

  
	
   

  	
  Commission Expires September 19, 2009

  



 

















 


Exhibit A


The Condominium Units (hereinafter called the “Units”)
in the building (hereinafter called the “Building”) known as The New York Times
Building Condominium and by the street address 620 Eighth Avenue, Borough of
Manhattan, City, County and State of New York, said Units being designated and
described as set forth on Schedule 1 herein and in that certain declaration,
dated as of August 4, 2006 made by The New York Times Building LLC pursuant to
Article 9-B of the Real Property Law of the State of New York (hereinafter
called the “Condominium Act”) establishing condominium ownership of the
Building and the land (hereinafter called the “Land”) upon which the Building
is situate (which Land is more particularly described below and by this reference made a part hereof), which
declaration was recorded in the New York County Office of the Register of The
City of New York (the “City Register’s Office”) on August 15, 2006, as CRFN
2006000460293, (which declaration, and any amendments thereto, are hereinafter collectively
called the “Declaration”). The Units are also designated as Tax Lot Nos. as set
forth on Schedule 1 herein, in Block 1012 of Section 4 of the Borough of
Manhattan on the Tax Map of the Real Property Assessment Bureau of The
City of New York and on the Floor Plans of the Building filed with the Real
Property Assessment Bureau of The City of New York on August 14, 2006 as
Condominium Plan No. 1595 and also filed in the City Register’s Office of New
York County on August 15, 2006 as Condominium CRFN 2006000460294.


TOGETHER with an undivided percentage interest as set
forth in Schedule C herein, respectively, in the Common Elements (as such term
is defined in the Declaration) of The New York Times Building Condominium;


The Land area of the Condominium is more particularly
described as follows:


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.









 



Schedule l


Description of
Units


	
  Unit Designation

  	
   

  	
  Tax Lot

  	
   

  	
  Percentage Interest In

  Common Elements

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  0-A

  	
   

  	
  1001

  	
   

  	
  0.66%

  	
   

  
	
  0-B

  	
   

  	
  1002

  	
   

  	
  0.41%

  	
   

  
	
  1-A

  	
   

  	
  1003

  	
   

  	
  2.01%

  	
   

  
	
  1-B

  	
   

  	
  1004

  	
   

  	
  0.28%

  	
   

  
	
  1-C

  	
   

  	
  1005

  	
   

  	
  0.29%

  	
   

  
	
  1-D

  	
   

  	
  1006

  	
   

  	
  0.44%

  	
   

  
	
  1-E

  	
   

  	
  1007

  	
   

  	
  0.07%

  	
   

  
	
  1-F

  	
   

  	
  1008

  	
   

  	
  0.64%

  	
   

  
	
  2-A

  	
   

  	
  1009

  	
   

  	
  4.78%

  	
   

  
	
  3-A

  	
   

  	
  1010

  	
   

  	
  4.76%

  	
   

  
	
  4-A

  	
   

  	
  1011

  	
   

  	
  4.56%

  	
   

  
	
  5-A

  	
   

  	
  1012

  	
   

  	
  1.64%

  	
   

  
	
  6-A

  	
   

  	
  1013

  	
   

  	
  1.73%

  	
   

  
	
  7-A

  	
   

  	
  1014

  	
   

  	
  1.73%

  	
   

  
	
  8-A

  	
   

  	
  1015

  	
   

  	
  1.73%

  	
   

  
	
  9-A

  	
   

  	
  1016

  	
   

  	
  1.73%

  	
   

  
	
  10-A

  	
   

  	
  1017

  	
   

  	
  1.73%

  	
   

  
	
  11-A

  	
   

  	
  1018

  	
   

  	
  1.73%

  	
   

  
	
  12-A

  	
   

  	
  1019

  	
   

  	
  1.73%

  	
   

  
	
  13-A

  	
   

  	
  1020

  	
   

  	
  1.73%

  	
   

  
	
  14-A

  	
   

  	
  1021

  	
   

  	
  1.74%

  	
   

  
	
  15-A

  	
   

  	
  1022

  	
   

  	
  1.40%

  	
   

  
	
  16-A

  	
   

  	
  1023

  	
   

  	
  1.75%

  	
   

  
	
  17-A

  	
   

  	
  1024

  	
   

  	
  1.72%

  	
   

  
	
  18-A

  	
   

  	
  1025

  	
   

  	
  1.77%

  	
   

  
	
  19-A

  	
   

  	
  1026

  	
   

  	
  1.77%

  	
   

  
	
  20-A

  	
   

  	
  1027

  	
   

  	
  1.77%

  	
   

  
	
  21-A

  	
   

  	
  1028

  	
   

  	
  1.77%

  	
   

  
	
  22-A

  	
   

  	
  1029

  	
   

  	
  1.77%

  	
   

  
	
  23-A

  	
   

  	
  1030

  	
   

  	
  1.77%

  	
   

  
	
  24-A

  	
   

  	
  1031

  	
   

  	
  1.77%

  	
   

  
	
  25-A

  	
   

  	
  1032

  	
   

  	
  1.77%

  	
   

  
	
  26-A

  	
   

  	
  1033

  	
   

  	
  1.77%

  	
   

  
	
  27-A

  	
   

  	
  1034

  	
   

  	
  1.77%

  	
   

  
	
  28-A

  	
   

  	
  1035

  	
   

  	
  0.44%

  	
   

  
	
  28-B

  	
   

  	
  1036

  	
   

  	
  0.25%

  	
   

  
	
  29-A

  	
   

  	
  1037

  	
   

  	
  1.77%

  	
   

  
	
  30-A

  	
   

  	
  1038

  	
   

  	
  1.84%

  	
   

  
	
  31-A

  	
   

  	
  1039

  	
   

  	
  1.84%

  	
   

  
	
  32-A

  	
   

  	
  1040

  	
   

  	
  1.84%

  	
   

  
	
  33-A

  	
   

  	
  1041

  	
   

  	
  1.84%

  	
   

  
	
  34-A

  	
   

  	
  1042

  	
   

  	
  1.84%

  	
   

  
	
  35-A

  	
   

  	
  1043

  	
   

  	
  1.84%

  	
   

  
	
  36-A

  	
   

  	
  1044

  	
   

  	
  1.84%

  	
   

  
	
  37-A

  	
   

  	
  1045

  	
   

  	
  1.84%

  	
   

  
	
  38-A

  	
   

  	
  1046

  	
   

  	
  1.84%

  	
   

  
	
  39-A

  	
   

  	
  1047

  	
   

  	
  1.84%

  	
   

  
	
  40-A

  	
   

  	
  1048

  	
   

  	
  1.84%

  	
   

  
	
  41-A

  	
   

  	
  1049

  	
   

  	
  1.84%

  	
   

  
	
  42-A

  	
   

  	
  1050

  	
   

  	
  1.84%

  	
   

  
	
  43-A

  	
   

  	
  1051

  	
   

  	
  1.84%

  	
   

  
	
  44-A

  	
   

  	
  1052

  	
   

  	
  1.84%

  	
   

  
	
  45-A

  	
   

  	
  1053

  	
   

  	
  1.77%

  	
   

  
	
  46-A

  	
   

  	
  1054

  	
   

  	
  1.89%

  	
   

  
	
  47-A

  	
   

  	
  1055

  	
   

  	
  1.89%

  	
   

  
	
  48-A

  	
   

  	
  1056

  	
   

  	
  1.89%

  	
   

  
	
  49-A

  	
   

  	
  1057

  	
   

  	
  1.89%

  	
   

  
	
  50-A

  	
   

  	
  1058

  	
   

  	
  1.89%

  	
   

  
	
  TOTAL:
  58

  	
   

  	
   

  	
   

  	
  100.00%