Exhibit 10.5


SECOND AMENDMENT TO


OPERATING AGREEMENT OF


THE NEW YORK TIMES BUILDING LLC


(a
New York limited liability company)


SECOND AMENDMENT TO OPERATING AGREEMENT OF THE NEW
YORK TIMES BUILDING LLC (this “Amendment”) dated this 15th day of August, 2006 by and between FC EIGHTH
AVE., LLC, a Delaware limited liability company, having an office at One
MetroTech Center North, Brooklyn, New York 11201 (“FC Member”), and NYT
REAL ESTATE COMPANY LLC, a New York limited liability company, having an office
at 229 West 43rd Street, New York, New York 10036 (“NYTC
Member”).


WHEREAS:


A.            FC
Lion LLC, a New York limited liability company (“Original FC Member”)
and NYTC Member formed a limited liability company under the name of The New
York Times Building LLC (the “Company”) and in connection therewith
executed the Operating Agreement of the Company dated December 12, 2001 (the “Agreement”),
which was thereafter amended by a First Amendment dated June 25, 2004 (the “Amendment”;
and as so amended, the “Operating Agreement”); and


B.            The
Company is developing a certain building and improvements on the land known as
and having a street address of 620 Eighth Avenue, New York, New York; and


C.            Immediately
prior to the execution of this Amendment, the Company subjected its interest in
said land and improvements to the provisions of Article 9-B of the Real
Property Law of the State of New York pursuant to that certain Declaration of
Leasehold Condominium Establishing Plan of Leasehold Condominium Ownership of
Premises Known as and Having a Street Address of 620 Eighth Avenue, New York,
New York; and


D.            The
Operating Agreement had contemplated that said interest in land and
improvements would not be subjected to said Condominium Declaration until,
among other things, the Completion Date (as defined in the Operating Agreement)
has occurred; and


E.             At
the request of Original FC Member, the Members are subjecting the land and
improvements to said Condominium Declaration notwithstanding that the
Completion Date has not yet occurred; and


F.             Immediately
prior to the execution of this Amendment, Original FC Member has assigned to
New FC Member all of Original FC Member’s membership interest in the Company
pursuant to that certain Assignment and Assumption of Membership Interest dated
of even date herewith (the “Assignment”); and









 



G.            As
a result of the early recording of the Condominium Declaration, the Members
have agreed to certain additional remedies in the event FC Member is the “Defaulting
Member”, as such term is defined in Section 3.04(a) of the Operating Agreement;
and


H.            The
Members have reallocated between them certain space within the Improvements,
including 1,163 square feet on the 28th Floor from FC Member to NYTC Member and 1,689
square feet on the 51st Floor from NYTC Member to FC Member; and


I.              The
Members have agreed that 10,000 square feet of Floor Area Ratio (“FAR”)
located on the roof of the Improvements is to be characterized as FC Special
Limited Common Areas in the Condominium Declaration; and


J.             As
a result of all of the foregoing and certain other matters as hereinafter set
forth, the Members desire to modify the Operating Agreement.


NOW, THEREFORE, for good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged by both Members,
the Members agree to modify the Operating Agreement as follows:


1.             Defined Terms.  All
capitalized terms used herein shall have the same meaning ascribed to them in
the Operating Agreement unless otherwise defined herein.


2.             Condominium Units.


(a)           Section
1.51 of the Agreement is amended and restated as follows:  “FC
Member Space” means the “FC Collective Unit” as defined in
the Condominium Declaration.


(b)           Section
1.87 of the Agreement is amended and restated as follows:  “NYTC
Member Space” means the “NYTC Collective Unit” as defined in
the Condominium Declaration.


(c)           Section
1.101 of the Agreement is amended and restated as follows:  “Retail
Space” means the “Retail Unit” as defined in the Condominium
Declaration.


(d)           Section
1.116 of the Agreement is amended and restated as follows: “SPU” means the “SPU Unit”
as defined in the Condominium Declaration.


(a)           References in the Agreement to “common
areas” shall hereafter mean the “Common Areas” as defined in the Condominium
Declaration.


3.             Land
Share; Percentage Interest.


(a)  The Members acknowledge that the Land Share,
as defined in Section 1.73 of the Agreement, of FC Member is and has been
42.5877 % and the Land Share of NYTC Member is and has been 57.4123%.  The Land Shares shall be further adjusted as
provided in Section 1.73 of the Agreement.



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(b)  The Members acknowledge that the Percentage
Interest, as defined in Section 1.93 and 3.03 of the Agreement, of FC Member is
and has been 42.2842% and the Percentage Interest of NYTC Member is and has
been 57.7158%.  Said Percentage Interests
shall be further adjusted as provided in Section 3.03 of the Agreement.


4.             Capital
Contributions. The Members shall continue to be obligated to make Capital
Contributions in accordance with the provisions of the Operating Agreement,
notwithstanding the recording of the Condominium Declaration.  In any circumstances under Section 3.04 of
the Operating Agreement wherein NYTC Member would have the right to acquire the
interest of FC Member in the Company without further payment by NYTC Member to
any Person, NYTC Member shall also have the right, at its election, to acquire
all of the membership interests of FC 42 Hotel, LLC in FC Member without
further payment by NYTC Member to any Person. 
Concurrently herewith, in order to effectuate the provisions of the
immediately preceding sentence, (i) the operating agreement of FC Member is
being amended and restated, and (ii) FC 42 Hotel, LLC is entering into a Pledge
and Assignment Agreement in favor of NYTC Member pledging its membership
interests in FC Member.


5.             Conversion Date Actions.  The actions set forth in Section 6.02 of the
Agreement in clauses (i), (ii) and a portion of (vi) (regarding the appointment
of the initial managers of the condominium and the incorporation of the
condominium association), have either been waived or taken place simultaneously
herewith and said clauses are deleted from said Section 6.02.  Until the Conversion Date, and except as
provided in this Amendment to the contrary, the Operating Agreement (and not
the Condominium Declaration) shall govern the Members’ respective rights and
obligations with respect to the Project.


6.             Signage.  Section 5.10 (c) of the Agreement is amended
and restated as follows: All matters relating to Signage shall be subject to
the terms of the Ground Lease (including without limitation DUO) and the
Condominium Declaration.


7.             Condominium
Declaration.  Section 15 of the
Amendment is hereby deleted and the Members acknowledge that the NYTC Member
right of first offer to lease is in accordance with the Condominium
Declaration.


8.             Rooftop
Space.  Simultaneously herewith, FC
Member will make a payment to NYTC Member of $469,758.92.  In consideration of such payment, 10,000
square feet of FAR located on the roof of the Improvements and more
particularly designated on the Plans (as defined in the Condominium
Declaration) shall become a FC Special Limited Common Element as defined in the
Condominium Declaration.


9.             Assignment of FC Member Interest.  NYTC Member
hereby consents to the assignment by Original FC Member to FC Member.  From and after the date hereof (but without
limiting FC Member’s assumption of all obligations and liabilities of Original
FC Member under the Operating Agreement, including those accruing prior to the
date hereof), “FC Member” shall mean FC Eighth Ave., LLC.  As a result of the Assignment, INGREDUS Site
8 South LLC is no longer a member of FC Member. 
From and after the date hereof, all references in the Operating



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Agreement to “ING Bank,” “ING Entity”
and “ING Vastgoed” and all provisions applicable to or benefiting such parties
are hereby deleted.


10.           Operating Agreement Ratified.  In
all other respects, except as modified hereby, the Operating Agreement remains
unmodified and in full force and effect.


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IN WITNESS WHEREOF, the parties hereto have executed this
Amendment as of the day and date first above written.


	
  

  	
   

  	
   

  	
  FC EIGHTH AVE., LLC, a Delaware limited

  liability company

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
  FC 42 Hotel LLC, a Delaware limited

  liability company, its managing member

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  By:

  	
  FCDT Corp., a New York

  corporation, its managing member

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  By:

  	
  /s/ David L. Berliner

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Name: David L.
  Berliner

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Title: Sr. Vice
  President

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  NYT REAL ESTATE COMPANY LLC, a New
  York

  limited liability company

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
  /s/ Kenneth Richieri

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Name: Kenneth Richieri

  
	
   

  	
   

  	
   

  	
   

  	
  Title: Manager