Exhibit
10.49


OUTSOURCE
AGREEMENT


THIS OUTSOURCE AGREEMENT
(this “Agreement”), dated as of August 2, 2004, is made by and between GKK
Manager LLC, a Delaware limited liability company (the “Manager”), and SL Green
Operating Partnership, L.P., a Maryland limited partnership (“SL Green”).


RECITALS


WHEREAS, Manager provides
certain management services to Gramercy Capital Corp. (the “Parent”) and GKK
Capital LP (the “Operating Partnership” and collectively with the Parent, the
“Company”) pursuant to that certain Management Agreement, dated as of the date
hereof (the “Management Agreement”), by and among the Company and the Manager;


WHEREAS, Manager desires
to avail itself of the experience, advice and assistance of SL Green to provide
various services related to the Parent’s obligations as a publicly registered
and traded company; and


WHEREAS, SL Green is
willing to perform the services described below on the terms and conditions
hereinafter set forth.


WHEREAS, the Company has
agreed in the Management Agreement to reimburse Manager for certain Expenses
(as defined in the Management Agreement) incurred in connection with the
Services obtained from SL Green or other third party service providers.


AGREEMENT


NOW THEREFORE, in
consideration of the mutual agreements herein set forth and intending to be
legally bound, the parties hereto agree as follow:


1.     Services.  SL
Green agrees to provide the following services (the “Services”) to the Manager
upon its request:


(1)           assisting the
Company in complying with all regulatory requirements, including, but not
limited to, any filings, periodic reporting, and communications, applicable to
the Company required under the Securities Act of 1933, as amended;


(2)           assisting the
Company in complying with all regulatory requirements applicable to the Company
in respect of its business activities, including preparing or causing to be
prepared all financial statements required under applicable regulations and all
reports and documents, if any, required under the Securities Exchange Act of 1934,
as amended;


(3)           assisting the
Company in complying with all regulatory requirements applicable to the Company
required by the New York Stock Exchange;


(4)           assisting the Company with all
regulatory requirements applicable to the Company required by the
Sarbanes-Oxley Act of 2002;


 





















 


(5)           communicating on the
Company’s behalf with the holders of any of the Company’s equity or debt
securities as required to satisfy the reporting and other requirements of any
governmental bodies or agencies or trading markets and to maintain effective
relations with such holders;


(6)           administering the
issuance of any stock under the stock incentive plan to the Company’s executive
officers or the employees of the Manger; and


(7)           performing such
other services as may be required from time to time for management and other
activities relating to the Services as the Manager shall reasonably request.


2.     Term.  This Agreement shall remain in full force and
effect throughout the term of the Management Agreement as extended in accordance
therewith and terminate simultaneously with the expiration or earlier
termination of the Management Agreement, except that SL Green may terminate
this Agreement at any time on 60 days notice to Manager.


3.     Fees.


For the Services, SL
Green will receive from Manager an annual fee, equal to $1,250,000 per year,
payable in monthly installments in arrears on or before the fifth day after the
month end.  The amount of the fee
hereunder shall be increased by 3% over the prior year’s charge in each year
after the first year.  Manager shall be
directly obligated to pay accrued fees hereunder, whether or not reimbursed by
the Company for such fees as contemplated by the Management Agreement.


4.     Confidentiality.


(a)   SL Green shall keep
confidential any nonpublic information obtained relating to its performance of
the Services and shall not disclose any such information (or use the same
except in furtherance of its duties under this Agreement), except as permitted
or contemplated by the Management Agreement or as required by regulatory or
other governmental authorities.  The
provisions of this Section 4(a) shall survive the expiration or earlier
termination of this Agreement.


(b)   Promptly after the
expiration or earlier termination of this Agreement, SL Green shall return to
Manager all confidential and proprietary information provided to or obtained by
SL Green pursuant to or in connection with this Agreement and the performance
of the Services hereunder, including all copies and extracts thereof in
whatever form, in its possession or under its control.


5.     Notices.  All notices, requests, demands and other
communications required or permitted hereunder shall be in writing and mailed,
faxed or delivered by hand or courier service:


(a)   If to Manager, to:


GKK Manager LLC


420 Lexington Avenue


New York, New York 10170


Attention: Office of
General Counsel


 


(b)   If to SL Green, to:


 


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SL Green Operating
Partnership,  L.P.


420 Lexington Avenue


New York, New York 10170


Attention: General
Counsel


 


6.     Cooperation; Further
Assistance.  Each party hereto shall
cooperate with and provide assistance to the other parties consistent with the
terms and conditions hereof to enable (a) the full performance of all
obligations hereunder, and (b) the review and audit of books and records
as they relate to the provision of the Services; such cooperation and
assistance to include, without limitation, providing the other parties and
their respective representatives and agents (including, without limitation,
outside auditors) with reasonable access, during normal business hours and upon
reasonable advance notice, to its employees, representatives and agents and its
books, records, offices and properties relating to the Services.


7.     Entire Agreement.  Except for the applicable provisions of the
Management Agreement, this Agreement shall constitute the entire agreement
among the parties relating to the subject matter hereof and shall supersede all
other prior or contemporary agreements, understandings, negotiations and
discussions whether oral or written.


8.     Amendment and
Modification; Assignment.  Neither
this Agreement nor any of the terms or provisions hereof may be changed,
supplemented, waived, modified or assigned except by a written instrument executed
by the parties hereto (or in the case of a waiver, by the party granting such
waiver); provided, however, Manager may assign this Agreement to
any affiliate to whom Manager assigns the Management Agreement (pursuant to the
terms thereof).


9.     Counterparts.  This Agreement may be executed in two or more
counterparts, each of which may be signed by any of the parties hereto, each of
which shall be deemed an original and all of which together shall constitute
one and the same instrument.


10.   Governing Law.  This Agreement and all questions relating to
its validity, interpretation, performance and enforcement shall be governed by,
construed, interpreted and enforced in accordance with the laws of the State of
New York.


11.   Invalid Provisions.  If any provision of this Agreement is held to
be illegal, invalid or unenforceable under present or future laws, such
provision shall be fully severable, this Agreement shall be construed and
enforced as if such illegal, invalid or unenforceable provision had never comprised
a part of hereof and the remaining provisions of this Agreement shall remain in
full force and effect and shall not be affected by the illegal, invalid or
unenforceable provision or by its severance herefrom.


12.   Definitions and
Interpretation.


(a)   Defined Terms.  Capitalized terms used but not defined herein
shall have the meanings ascribed thereto in the Management Agreement.


(b)   Singular and Plural Forms.  The use herein of the singular form shall
also denote the plural form, and the use herein of the plural form shall denote
the singular form, as in each case the context may require.


 


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IN WITNESS WHEREOF, the
parties to hereto have duly executed this Agreement as of the day and year
first written above.




	
  GKK MANAGER LLC

  
	
   

  
	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
  SL GREEN OPERATING PARTNERSHIP, L.P.

  
	
   

  
	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  






 


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