ROOSEVELT ISLAND OPERATING CORR Roosevelt Istand ‘Operating Corporation ofthe Stade af New York 591 Main Set Roosevelt Island, NY 10044 212) 82-4540 Hoeny gov David A. Paterson Governor Stephen H Skane Presiden Chief Executive Oftcer Kenneth A. Leitner ioe President Generel Counsel Fernando Dtartines Vice President Operations ‘Steven Chironts ce Presiden! Chief Financed Officer Rosina Abramson oe President Plaming and Iter. Governmental dans Boned of Directors Brian Lalor Chatporson Fay Fryer Crsston Katherine Tets Grinnt “Tonaian Kalin David Krawt Robert. Megna Howard Posy Michal Shinozaki Margaret Sih PRY 10636632. March 2% 2010 Ms, Sally Minard President and Chief Executive Officer Franklin D, Roosevelt Four Freedoms Park LLC 133 Bast 62nd Street New York, New York 10065 Re: Franklin D. Roosevelt Four Freedoms Park Dear Ms. Minard: By agreement dated as of March 2Y, 2010, Roosevelt Island Operating Corporation ("RIOC") and Franklin D. Roosevelt Four Freedoms Park LLC ("FDR LLC") are entering into a Development Agreement with respect to the development of the Franklin D. Roosevelt Four Freedoms Park at the southernmost portion of Roosevelt Island (the "Project". A portion of the cost of the first phase of the Project is being funded by the City of New York, which agreement has been memorialized in a Funding Agreement dated as of March 24, 2010 between The City of New York and RIOC. The Funding Agreement will become effective when it has been registered with the Comptroller of the City of New York. Reference is also made to the Escrow Agreement dated as of March 24, 2010 among RIOC, FDR LLC and JP Morgan Chase Bank, N.A. (the "Escrow Agreement"), If the Funding Agreement does not become effective within sixty (60) days from the date hereof, and FDR LLC has commenced construction of the Project, RIOC may give notice to FDR LLC to such effect and unless, within ten (10) days fof such notice, FDR LLLC increases the amount established under the Escrow Agreement by a sum equal to the City Allocation (as defined in the Development Agreement), RIOC may thereafter order termination of FDR LLC's work and restoration of the premises to its status prior to the commencement of the work. Funds in the escrow account may be drawn upon to pay for the work to accomplish said restoration by FDR LLC, or by RIOC if FDR LLC fails to commence and timely prosecute such work within thirty (30) days of demand, This letter agreement may be signed’ in counterparts which, when taken together, shall constitute a single agreement.Ms. Sally Minard Franklin D. Roosevelt Four Freedoms Park LLC March LY, 2010 Page 2 Kindly confirm your agreement with these terms by signing where indicated below. Viey twuly yours, A. ‘Stephen H, Shane President and Chief Executive Officer Accepted and Agreed to: FOUR FREEDOMS PARK LI PRY 1063653.2