AMENDMENT TO 59 TH STREET REAL ESTATE RETENTION AGREEMENT

EXHIBIT 10.65

AMENDMENT TO 59 ^TH STREET REAL ESTATE RETENTION AGREEMENT

THIS AMENDMENT TO 59 ^th STREET REAL ESTATE RETENTION AGREEMENT (this " Amendment ") is made as of the 1st day of January, 2007, by and among 731 RETAIL ONE LLC, a Delaware limited liability company, 731 RESTAURANT LLC, a Delaware limited liability company, 731 OFFICE ONE LLC, a Delaware limited liability company, and 731 OFFICE TWO LLC, a Delaware limited liability company, each having an office c/o Vornado Realty Trust, 888 Seventh Avenue, New York, New York 10019 (collectively, " Owner "), and VORNADO REALTY, L.P., a Delaware limited partnership, having an office at 210 Route 4 East, Paramus, New Jersey 07652 (" Vornado ").

R E C I T A L S

A.         Owner or Owner’s predecessors-in-interest and Vornado, as agent, have heretofore entered into that certain 59 ^th Street Real Estate Retention Agreement, dated July 3, 2002, as amended by that certain Letter Agreement Relating to 59 ^th Street Real Estate Retention Agreement by and between Owner and Vornado dated as of July 6, 2005 (the " 59 ^th Street Retention Agreement ").

B.    Whereas, Owner and Vornado desire to amend the 59 ^th Street Retention Agreement as set forth below.

NOW THEREFORE, in consideration of One Dollar ($1.00) and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the parties hereto, Owner and Vornado hereby agree as follows:

• • 1.     The following amendments to the 59 ^th Street Retention Agreement shall be effective from and after the date hereof:

• • • • • • • • "When Owner disposes of an Asset, whether individually or as part of a package or as part of the disposition of Owner’s business or a portion thereof, or as part of a plan of reorganization, by sale, assignment, lease, sublet or otherwise to a third party, or by assignment of a leasehold to the landlord or by termination of a leasehold for which Owner receives consideration (any of the foregoing, an "Asset Transaction"); or if in lieu of a disposition of the Assets, one or more third parties acquires control of Owner by merger, outright purchase, or otherwise in one or multiple transactions (any of the foregoing, an "In Lieu Asset Transaction"); then, (i) if the Gross Proceeds from the Asset Transaction or In Lieu Asset Transaction, as the case may be, exceed $50,000,000, Owner shall pay an amount equal to one percent (1%) of the Gross Proceeds from the Asset

                 

                Transaction or In Lieu Asset Transaction, as the case may be, and (ii) if the Gross Proceeds from the Asset Transaction or In Lieu Asset Transaction, as the case may be, are equal to or less than $50,000,000, Owner shall pay an amount equal to three (3%) of the Gross Proceeds from the Asset Transaction or In Lieu Asset Transaction, as the case may be, except in the event of a lease or sublease, in which event Owner shall pay an amount equal to:

                (i) three (3%) percent of the total base rent Gross Proceeds payable during the first ten (10) years of the term, plus

                (ii) two (2%) percent of the total base rent Gross Proceeds payable during the eleventh (11 ^th ) through the twentieth (20 ^th ) years of the term, plus

                (iii) one (1%) percent of the total base rent Gross Proceeds payable during the balance of the term, but in no event to exceed the thirtieth (30) year;

                (In the event of a month-to-month tenancy, the fee shall be 50% of the first month’s base rental, payable in four (4) equal monthly installments, but only for so long as such tenancy shall continue. Additional fees shall only become earned and payable (i) upon a tenant’s exer