FOURTH AMENDMENT TO AGREEMENT OF SUBLEASE (NYT) By and Between 42ND ST. DEVELOPMENT PROJECT, INC., as Landlord and

Exhibit 10.4

FOURTH AMENDMENT TO AGREEMENT OF SUBLEASE (NYT)

By and Between

42ND ST. DEVELOPMENT PROJECT, INC.,

as Landlord

and

620 EIGHTH NYT (NY) LIMITED PARTNERSHIP,

as Tenant

Premises:

Block: 1012

Lots: 1001, 1003, and 1009 through 1035 (formerly part of Lot 1)

Address

000-000 0xx Xxxxxx

263-267 and 000-000 Xxxx 00xx Xxxxxx

000-000 Xxxx 00xx Xxxxxx

248-256, 260-262 and 000 Xxxx 00xx Xxxxxx

634 and 000-000 0xx Xxxxxx

Xxxxxxx xx Xxxxxxxxx

Xxxxxx, Xxxx and State of New York

RECORD AND RETURN TO:

DLA Piper LLP (US)

0000 Xxxxxx xx xxx Xxxxxxxx

Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxx Xxxxx, Esq.

FOURTH AMENDMENT TO AGREEMENT OF SUBLEASE (NYT)

THIS FOURTH AMENDMENT TO AGREEMENT OF SUBLEASE (NYT) (this “Amendment”) is made as of the 6th day of March, 2009, 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 000 Xxxxx Xxxxxx, 00xx xxxxx, Xxx Xxxx, Xxx Xxxx 00000, as landlord (in such capacity, “Landlord”), and 620 EIGHTH NYT (NY) LIMITED PARTNERSHIP, a Delaware limited partnership, having an office address at c/o W.P. Xxxxx & Co. LLC, 00 Xxxxxxxxxxx Xxxxx, 0xx Xxxxx, Xxx Xxxx, Xxx Xxxx, 00000, as tenant (in such capacity, “Tenant”).

W I T N E S S E T H :

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 (the “Initial Ground Lease”), with respect to certain land and improvements more particularly described in the Initial Ground Lease, a memorandum of which was recorded October 24, 2003 in the Office of the City Register of the City of New York (the “Office of the City Register”) as CRFN 2003000433122;

WHEREAS, NYTB, as landlord, entered into

(a) that certain Agreement of Sublease (NYT) dated as of December 12, 2001 with NYT Real Estate Company LLC (“NYTRE”), as tenant, a memorandum of which was recorded October 24, 2003 as CRFN 2003000433125 in the Office of the City Register (the “Initial NYTC Sublease”), which Initial NYTC Sublease was amended by First Amendment to Agreement of Sublease (NYT) dated as of August 15, 2006 between Landlord and NYTRE and recorded in the Office of the City Register of the City of New York on November 20, 2006 as CRFN 2006000644735, and by Second Amendment to Agreement of Sublease (NYT) dated as of January 29, 2007 between Landlord and NYTRE and recorded in the Office of the City Register of the City of New York on February 22, 2007 as CRFN 2007000100157, and by Third Amendment to Agreement of Sublease (NYT) (the “Third Amendment”) dated as of March 6, 2009 between Landlord and NYTRE and recorded in the Office of the City Register of the City of New York on March , 2009 as CRFN , the tenant’s interest in which Initial NYTC Sublease as so amended was assigned to and assumed by Tenant pursuant to that certain Assignment and Assumption of Sublease dated as of March 6, 2009 between NYTRE, as assignor, and Tenant, as assignee, and recorded in the Office of the City Register of the City of New York on March , 2009 as CRFN (the Initial NYTC Sublease, as so amended and assigned and as further amended by this Amendment, the “NYTC Sublease”);

(b) that certain Agreement of Sublease (Office) dated as of December 12, 2001 with FC Lion LLC (“FC Lion”), as tenant, a memorandum of which was recorded October 24, 2003 as CRFN 2003000433123 in the Office of the City Register (the “Initial FC Office

Sublease”), the tenant’s interest in which Initial FC Office Sublease was assigned to and assumed by FC Eighth Ave., LLC, a Delaware limited liability company (“FC Eighth”) pursuant to that certain Assignment and Assumption of Sublease Agreement dated as of August 15, 2006 between FC Lion, as assignor, and FC Eighth, as assignee, and recorded in the Office of the City Register of the City of New York on November 20, 2006 as CRFN 2006000644730, and which Initial FC Office Sublease was amended by First Amendment to Agreement of Sublease (Office) dated as of August 15, 2006 between Landlord and FC Eighth and recorded in the Office of the City Register of the City of New York on November 20, 2006 as CRFN 2006000644733, by Second Amendment to Agreement of Sublease (Office) dated as of January 29, 2007 between Landlord and FC Eighth and recorded in the Office of the City Register of the City of New York on February 22, 2007 as CRFN 2007000100155, by Third Amendment to Agreement of Sublease (Office) dated as of October 11, 2007 between Landlord and FC Eighth and recorded in the Office of the City Register of the City of New York on January 8, 2008 as CRFN 2008000008732, and by Fourth Amendment to Agreement of Sublease (Office) dated as of March 6, 2009 between Landlord and FC Eighth and recorded in the Office of the City Register of the City of New York on March , 2008 as CRFN , and by Fifth Amendment to Agreement of Sublease (Office) even date herewith and intended to be recorded in the Office of the City Register of the City of New York (the Initial FC Office Sublease, as so assigned and amended, the “FC Office Sublease”); and

(c) that certain Agreement of Sublease (Retail) dated as of December 12, 2001 with FC Lion, as tenant, a memorandum of which was recorded October 24, 2003 as CRFN 2003000433124 in the Office of the City Register (the “Initial FC Retail Sublease”), the tenant’s interest in which Initial FC Retail Sublease was assigned to and assumed by FC Eighth pursuant to that certain Assignment and Assumption of Sublease Agreement dated as of August 15, 2006 between FC Lion, as assignor, and FC Eighth, as assignee, and recorded in the Office of the City Register of the City of New York on November 20, 2006 as CRFN 2006000644731, and which Initial FC Retail Sublease was amended by First Amendment to Agreement of Sublease (Retail) dated as of August 15, 2006 between Landlord and FC Eighth and recorded in the Office of the City Register of the City of New York on November 20, 2006 as CRFN 2006000644734, by Second Amendment to Agreement of Sublease (Retail) dated as of January 29, 2007 between Landlord and FC Eighth and recorded in the Office of the City Register of the City of New York on February 22, 2007 as CRFN 2007000100156, by Third Amendment to Agreement of Sublease (Retail) dated as of October 11, 2007 between Landlord and FC Eighth and recorded in the Office of the City Register of the City of New York on January 8, 2008 as CRFN 2008000008733, and by Fourth Amendment to Agreement of Sublease (Retail) dated as of March 6, 2009 between Landlord and FC Eighth and recorded in the Office of the City Register of the City of New York on March , 2008 as CRFN , and by Fifth Amendment to Agreement of Sublease (Retail) even date herewith and intended to be recorded in the Office of the City Register of the City of New York (the Initial FC Retail Sublease, as so assigned and amended, the “FC Retail Sublease”);

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 August 15, 2006 (being the “Lease Assignment Date” under the Initial Ground Lease) between NYTB and Landlord (the “Assignment”), NYTB assigned to Landlord all of NYTB’s right, title and interest in and to the Initial Ground Lease and the NYTC Sublease, the FC Office Sublease and the 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 remain separate and distinct;

WHEREAS, the Initial Ground Lease was amended and restated pursuant to Amended and Restated Agreement of Lease dated as of August 15, 2006 and recorded in the Office of the City Register of the City of New York on November 20, 2006 as CRFN 2006000644736, which Amended and Restated Agreement of Lease was amended by First Amendment to Amended and Restated Agreement of Lease dated as of January 29, 2007 and recorded in the Office of the City Register of the City of New York on February 22, 2007 as CRFN 2007000100154;

WHEREAS, pursuant to the Third Amendment, Landlord and NYTRE modified the Initial NYTC Sublease, inter alia, to remove from the premises demised thereunder a portion of the NYTC Collective Unit (as defined in the Condominium Declaration) consisting of Xxxxx 00-X, 00-X, 00-X, 00-X, 00-X, 00-X and 27-A, together their undivided percentage interest in the Common Elements and the NYTC Limited Common Elements (the “New NYTC Sublease Premises”);

WHEREAS, Landlord and NYTRE entered into that certain Agreement of Sublease (NYT-2) dated as of March 6, 2009 with respect to the New NYTC Sublease Premises, a memorandum of which Agreement of Sublease (NYT-2) was recorded March , 2009 as CRFN in the Office of the City Register, the tenant’s interest in which Agreement of Sublease (NYT-2) was assigned to and assumed by NYT Building Leasing Company LLC, a New York limited liability company (“NYTBLC”), pursuant to that certain Assignment and Assumption of Sublease dated as of March 6, 2009 between NYTRE, as assignor, and, NYTBLC, as assignee, and recorded in the Office of the City Register of the City of New York on March , 2009 as CRFN , which Agreement of Sublease (NYT-2) has been amended by that certain First Amendment to Agreement of Sublease (NYT-2) between Landlord and NYTBLC dated of even date herewith and intended to be recorded in the Office of the City Register of the City of New York;

WHEREAS, simultaneously herewith the Unit Owners (as defined in the Condominium Declaration) are executing a Fourth Amendment to Declaration of Leasehold Condominium to reflect (i) some minor adjustments, corrections and modifications with respect to the percentage interest in the Common Elements allocated to the Units; and (ii) the combination of Units 1-E (tax lot 1007) and 1-A (tax lot 1003) into one unit to be known as Unit 1-A (tax lot 1003); and

WHEREAS, Landlord and Tenant desire to amend the NYTC Sublease for the purposes hereinafter set forth.

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 agree as follows:

1. Definitions. All capitalized terms used herein without definition shall have the meanings ascribed to them in the NYTC Sublease.

2. Modified Definitions. The following defined terms set forth in the NYTC Sublease are hereby modified as set forth below:

“Demised Premises” means a portion of the NYTC Collective Unit (as defined in the Condominium Declaration) consisting of Xxxxx 0-X, 0-X, 0-X, 0-X, 0-X, 0-X, 0-X, 7-A, 8-A, 9-A, 00-X, 00-X, 00-X, 00-X, 00-X, 15-A, 16-A, 00-X, 00-X, 00-X, 00-X, 00-X, together with their undivided percentage interest in the Common Elements and the NYTC Limited Common Elements.

3. Legal Description. “Exhibit A” to the Third Amendment is hereby deleted and replaced in its entirety by the document attached hereto as Exhibit A. All references to “Exhibit A” in the First Amendment, Second Amendment and Third Amendment shall be deemed to refer to the document attached hereto as Exhibit A.

4. Recording. Landlord and Tenant agree that Tenant shall cause this Amendment to be recorded and that Tenant shall pay any transfer or similar taxes that may be payable as a result of this Amendment.

5. No Other Amendments. As modified by this Amendment, the NYTC Sublease remains in full force and effect.

[the remainder of this page is intentionally blank]

IN WITNESS WHEREOF, Landlord and Tenant have executed this Amendment as of the day and year first written above.

		LANDLORD:

		42ND ST. DEVELOPMENT PROJECT, INC., as Landlord


		By:	/s/ Xxxxxx Xxxxxxx
			Name: Xxxxxx Xxxxxxx
			Title: Assistant VP, Planning and Design


		TENANT:

		620 EIGHTH NYT (NY) LIMITED
		PARTNERSHIP, a Delaware limited
		partnership

		By: 620 EIGHTH GP NYT (NY) LLC, a Delaware limited liability company, its general partner

		By: CPA:17 LIMITED PARTNERSHIP, a Delaware limited partnership, its sole member

		By: CORPORATE PROPERTY ASSOCIATES 17 — GLOBAL INCORPORATED, a Maryland corporation, its general partner


		By:	/s/ Xxxxx X. Xxx
			Name: Xxxxx X. Xxx
			Title: Executive Director

ACKNOWLEDGED AND AGREED THIS

6TH DAY OF MARCH, 2009

NYT REAL ESTATE COMPANY LLC

By:	/s/ Xxxxxxx X. Xxxxxxxx
	Name: Xxxxxxx X. Xxxxxxxx
	Title: Manager

XXXXXXXXXXXXXXX

XXXXX XX XXX XXXX      )
                                               )        ss.:
COUNTY OF NEW YORK  )

On the day of in the year 2009, 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 h capacity, and that by h 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  )


			Notary Public
			Commission Expires

STATE OF NEW YORK      )
                                               )        ss.:
COUNTY OF NEW YORK  )

On the day of in the year 2009, 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 h_ capacity, and that by h signature on the instrument, the individual, or the person upon behalf of which the individual acted, executed the instrument.


			Notary Public
			Commission Expires

EXHIBIT A

LEGAL DESCRIPTION

The Condominium Units (in the Building located at and known as THE NEW YORK TIMES BUILDING CONDOMINIUM and by Street Number 000-000 0XX XXXXXX, XXX XXXX, XXX XXXX), designated and described as Units (SEE SCHEDULE ANNEXED) (hereinafter called the “Units”) in the Declaration Establishing a Plan of Leasehold Condominium Ownership of Premises made by The New York Times Building LLC, as Declarant, under the Condominium Act of The State of New York (Article 9-B of the Real Property Law of the State of New York), dated as of August 4, 2006 and recorded August 15, 2006 in the Office of the Register The City of New York (the “Register”), as CRFN 2006000460293, as amended by First Amendment to Declaration dated January 29, 2007 and recorded as CRFN 2007000075106, and Second Amendment to Declaration dated October 11, 2007 and recorded as CRFN 2008000008734, and Third Amendment to Declaration dated March 6, 2009 and recorded as CRFN , and Fourth Amendment to Declaration dated March 6, 2009 to be recorded with the Register (which Declaration, and any further amendments thereto, are hereinafter collectively called the “Declaration”), establishing a plan for leasehold condominium ownership of said Building and the land upon which the same is erected (hereinafter sometimes collectively called the “Property”) and also designated and described as Tax Lots No. (SEE SCHEDULE ANNEXED), Block 1012 Section 4, Borough of MANHATTAN on the Tax Map of the Real Property Assessment Department of the City of New York and on the floor plans of said Building certified by Xxxxxx Xxxxxx, approved by the Real Property Assessment Bureau on August 13, 2006 and filed as Condominium Plan No. 1595 on August 15, 2006 in the aforesaid Register’s Office.

The land upon which the Building containing the Units is erected 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 Xxxx 00xx Xxxxxx 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 0xx Xxxxxx with the southerly line of West 00xx Xxxxxx;

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 Xxxx 00xx Xxxxxx;

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

TOGETHER with an undivided percentage interest (SEE SCHEDULE ANNEXED) in the Common Elements and the NYTC Limited Common Elements (as such terms are defined in the Declaration) of the New York Times Building Condominium, recorded as CRFN 2006000460293 as amended.

SCHEDULE OF UNITS

UNIT DESIGNATION	TAX LOT	PERCENTAGE INTEREST IN COMMON ELEMENTS

0-A	1001	0.6726%
1- A	1003	2.0809%
2-A	1009	4.7683%
3-A	1010	4.7719%
4-A	1011	4.2717%
5-A	1012	1.6453%
6-A	1013	1.7431%
7-A	1014	1.7431%
8-A	1015	1.7431%
9-A	1016	1.7431%
10-A	1017	1.7431%
11-A	1018	1.7431%
12-A	1019	1.7431%
13-A	1020	1.7431%
14-A	1021	1.7546%
15-A	1022	1.3954%
16-A	1023	1.7591%
17-A	1024	1.7312%
18-A	1025	1.7819%
19-A	1026	1.7819%
20-A	1027	1.7819%
28-A	1035	0.4470%

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FOURTH AMENDMENT TO AGREEMENT OF SUBLEASE (NYT) By and Between 42ND ST. DEVELOPMENT PROJECT, INC., as Landlord and

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