25% MEMBERSHIP INTERESTS PURCHASE
AGREEMENT
THIS FIRST AMENDMENT TO 25% MEMBERSHIP
INTERESTS PURCHASE AGREEMENT (" Amendment "), made as
of January 9, 2007, by and between 1350 MEZZANINE LLC, a Delaware
limited liability company, having an office at 625 Reckson Plaza,
Uniondale, New York 11556 (" Seller ") and SL Green
Operating Partnership, L.P., a Delaware limited partnership, having
an office c/o SL Green Realty Corp., 420 Lexington Avenue, New
York, New York 10170 (" Purchaser ") and SL Green
Realty Corp., a Maryland corporation, having an office at 420
Lexington Avenue, New York, New York 10170 (“
Parent ”).
WHEREAS, Seller and Purchaser entered into that
certain 25% Membership Interests Purchase Agreement, dated as of
January 5, 2007 (the " Agreement ");
WHEREAS, the Agreement provided for a Purchase Price of
$100,000,000.00;
WHEREAS, the Closing Date (as defined in the Agreement) was January
5, 2007; and
WHEREAS, Purchaser now desires and Seller
agrees to amend the Agreement as hereinafter provided.
NOW, THEREFORE, for Ten Dollars ($10.00) and
other good and valuable consideration, the receipt and sufficiency
of which is hereby acknowledged, and the mutual covenants and
agreements set forth herein, the parties hereto hereby agree as
follows:
1. Definitions . Capitalized terms
used but not defined herein shall have the respective meanings
ascribed thereto in the Agreement.
2.
Amendment to Agreement . The A
