Exhibit 10.4
FIRST AMENDMENT
TO
75% MEMBERSHIP INTERESTS PURCHASE
AGREEMENT
THIS FIRST AMENDMENT TO 75%
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
”).
W I T N E S S E T
H :
WHEREAS, Seller and Purchaser
entered into that certain 75% Membership Interests Purchase
Agreement, dated as of January 5, 2007 (the “
Agreement ”);
WHEREAS, the Agreement provided for
a Purchase Price of $300,000,000.00;
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.
Amendme
