FIRST AMENDMENT TO LOAN AGREEMENT AND OTHER LOAN DOCUMENTS

Exhibit_10.4

FIRST AMENDMENT TO LOAN AGREEMENT AND OTHER LOAN DOCUMENTS

                     THIS FIRST AMENDMENT TO LOAN AGREEMENT AND OTHER LOAN DOCUMENTS (this “ Agreement ”) is made as of this 20 day of September, 2005, between 1334 YORK AVENUE L.P., a Delaware limited partnership, having its principal place of business at RFR Holding LLC, 400 Park Avenue, New York, New York 10022 (together with its successors and/or assigns, as “ Borrower ”), and BANK OF AMERICA, N.A., a national banking association, with an address at 214 North Tryon Street, Charlotte, North Carolina 28255 (together with its successors and/or assigns, “Lender” ).

RECITALS:

          A. As of June 22, 2005, Lender made a mortgage loan to Borrower in the original principal sum of $235,000,000 (the “Loan” ), which Loan is evidenced by, among other things, the Note (as defined in the Loan Agreement (defined below)) and is secured by, among other things, the Mortgage (as defined in the Loan Agreement) and that certain Loan Agreement executed by Borrower and Lender and dated as of June 22, 2005 (the “Loan Agreement” ).

          B. As of the date hereof, Borrower and Lender desire to, in accordance with the terms hereof, amend each of (i) the Loan Agreement and (ii) each of the other Loan Documents (as defined in the Loan Agreement).

AGREEMENT:

                    For the mutual promises contained herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

                    1. Definitions . All capitalized terms not defined herein shall have the meaning ascribed to them in the Loan Agreement.

                    2. Defined Terms . The following defined terms in the Loan Agreement shall have the meanings set forth below:

                     “ Initial Note Rate ” shall mean, with respect to Note A, the Initial Note A Rate, and, with respect to Note B, the Initial Note B Rate.

                     “ Initial Note A Rate ” shall mean, with respect to Replacement Note A-l, the Initial Note A-l Rate, and with respect to Replacement Note A-2, the Initial Note A-2 Rate.

                     “ Initial Note A-1 Rate ” shall mean an interest rate equal to 5.222476190476190% per annum.

                     “ Initial Note A-2 Rate ” shall mean an interest rate equal to 5.222476190476190% per annum.

                     “ Initial Note B Rate ” shall mean an interest rate equal to 7.662000000000000% per annum.

                     “ Note ” shall mean that certain Consolidated, Amended and Restated Promissory Note dated June 22, 2005 in the principal amount of $235,000,000.00 made by Borrower in favor of Lender, as severed pursuant to that certain Note Severance and Modification Agreement dated as of June 22, 2005 pursuant to which such consolidated note was severed and split into the following replacements notes: (i) Replacement Note A in the original principal amount of $210,000,000.00, (“Replacement Note A”), as further severed pursuant to that certain Note Severance and Modification Agreement dated as of September 20, 2005 pursuant to which such Replacement Note A was severed and split into the following replacements notes: (1) Replacement Note A-1 in the original principal amount of $110,000,000.00 ( “Replacement Note A-1” ) and (2) Replacement Note A-2 in the original principal amount of $100,000,000.00 (“Replacement Note A-2”; and together with Replacement Note A-l, “Note A”); and (ii) Replacement Note B in the original principal amount of $25,000,000.00 (“Note B”), each made by Borrower in favor of Lender, as each of the same may be assigned, amended, restated, replaced, extended, renewed, supplemented, severed, split, or otherwise modified from time to time in accordance with the terms and provisions hereof. References to the “Note” in this Agreement shall refer to Note A (already defined as Replacement Note A-1 and Replacement Note A-2 collectively) and Note B collectively.

                     “ Replacement Note A-1 ” shall have the meaning set forth in the definition of “Note”.

                     “ Replacement Note A-2 ” shall have the meaning set forth in the definition of “Note”.

                     “ Revised Note Rate ” shall mean, with respect to Note A, the Revised Note A Rate, and, with respect to Note B, the Revised Note B Rate.

                     “ Revised Note A Rate ” shall mean, with respect to Replacement Note A-l, the Revised Note A-l Rate, and with respect to Replacement Note A-2, the Revised Note A-2 Rate.

                     “ Revised Note A-l Rate ” shall mean an interest rate equal to five percent plus the Initial Note A-l Rate per annum.

                     “ Revised Note A-2 Rate ” shall mean an interest rate equal to five percent plus the Initial Note A-2 Rate per annum.

                     “ Revised Note B Rate ” shall mean an interest rate equal to five percent plus the Initial Note B Rate per annum.

                    Schedule 2.2(b) is replaced with Schedule 2.2(b) attached hereto.

                    3. Amendment to Other Loan Documents . Notwithstanding anything to the contrary contained in any Loan Document other than the Note and the Loan Agreement (as amended hereby) (such other Loan Documents, collectively, the “Other Loan Documents” ), the Other Loan Documents are each hereby modified such that (i) all references therein to the “Note”

- 2 -

shall be deemed to refer to the “Note” as defined in the Loan Agreement, as such Loan Agreement has been amended pursuant to the terms hereof, and (ii) all references therein to the “Loan Agreement” shall be deemed to refer to the Loan Agreement as amended hereby.

                    4. No Offsets, Counterclaims/Due Authority . Borrower represents, warrants, and covenants, that there are no offsets, counterclaims or defenses against the Debt, this Agreement, the Mortgage, the Loan Agreement (as amended hereby), or the Note, and that Borrower (and the undersigned representative of Borrower, if any) has full power, authority, and legal right to execute this Agreement and to keep and observe all of the terms of this Agreement on Borrower’s part to be observed or performed.

                    5. Conflicts . Except as expressly modified pursuant to this Agreement, all of the terms, covenants and provisions of the Loan Agreement and the other Loan Documents shall continue in full force and effect. In the event of any conflict or ambiguity between the terms, covenants, and provisions of this Agreement and those of the Loan Agreement or the other Loan Documents, the terms, covenants, and provisions of this Agreement shall control.

                    6. No Waiver or Modification . The parties hereto agree that, except as specifically set forth herein, this Agreement does not amend, waive, satisfy, terminate, diminish or otherwise modify any of the terms, conditions, provisions and/or agreements contained in the Loan Documents, and Borrower hereby acknowledges and agrees that said Loan Documents are in full force and effect as amended hereby.

                    7. Governing Law . This Agreement shall be deemed to be a contract entered into pursuant to the laws of the State of New York and shall in all respects be governed, construed, applied and enforced in accordance with the laws of the State of New York.

                    8. No Oral Change . This Agreement may not be modified in any manner or terminated except by an instrument in writing executed by the parties hereto.

                    9. Liability; Successors and Assigns . If any party hereto consists of more than one person, the obligations and liabilities of each such person hereunder shall be joint and several. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns forever.

                    10. Inapplicable Provisions . If any term, covenant or condition of this Agreement is held to be invalid, illegal or unenforceable in any respect, this Agreement shall be construed without such provision.

                    11. Headings, etc . The headings and captions of various paragraphs of this Agreement are for convenience of reference only and are not to be construed as defining or limiting, in any way, the scope or intent of the provisions hereof

                    12. Duplicate Originals; Counterparts . This Agreement may be executed in any number of duplicate originals and each duplicate original shall be deemed to be an original. This Agreement may be executed in several counterparts, each of which counterparts shall be deemed an original instrument and all of which together shall constitute a single Agreement. The

- 3 -

failure of any party hereto to execute this Agreement, or any counterpart hereof, shall not relieve the other signatories from their obligations hereunder.

                    13. Number and Gender . Whenever the context may require, any pronouns used herein shall include the corresponding masculine, feminine or neuter forms, and the singular form of nouns and pronouns shall include the plural and vice versa.

                    14. Entire Agreement . This Agreement embodies the entire agreement and understanding among the parties hereto and supercedes all prior agreements and understandings among the parties hereto relating to the subject matter hereof. Accordingly, this Agreement may not be contradicted by evidence of prior, contemporaneous, or subsequent oral agreements of the parties hereto. There are no unwritten or oral agreements between the parties hereto.

[NO FURTHER TEXT ON THIS PAGE]

- 4 -

           IN WITNESS WHEREOF , the parties hereto have caused this Agreement to be duly executed by their duly authorized representatives, all as of the day and year first above written.