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.             Amendment
to Agreement.  The
Agreement is hereby modified and amended as follows:    Section 3 of the Agreement is deleted in its entirety and the
following shall be inserted in lieu thereof:


“3.           Purchase Price.  The purchase price for the Membership
Interests shall be THREE HUNDRED THIRTY SEVEN MILLION FIVE HUNDRED THOUSAND AND
00/100 DOLLARS ($337,500,000.00) (the “Purchase Price”).  Purchaser shall pay to Seller the Purchase
Price as follows:


(a) by execution and
delivery to Seller of a note issued by the Purchaser in the amount of TWO
HUNDRED SEVENTY SIX MILLION SIX HUNDRED









 



 


SEVENTY THREE THOUSAND THREE HUNDRED EIGHTY
FOUR AND 36/100 DOLLARS ($276,673,384.36) (“Purchase
Money Note”).


(b) the balance of the Purchase Price shall be paid in cash on the
Closing Date (as hereinafter defined) by certified check drawn on a bank which
is a member of the New York Clearinghouse Association or wire transfer in
immediately available federal funds.”


3.             Ratification.  Except as modified and amended hereby, the
Agreement remains in full force and effect in accordance with its terms and is
hereby ratified and confirmed by Seller and Purchaser.


4.             Miscellaneous.


(a)           This
Amendment supersedes any prior agreements or understandings between the parties
with respect to the subject matter hereof.


(b)           This Amendment may be executed in counterparts, each of
which shall be deemed an original but all of which, taken together, shall
constitute one and the same document.



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


	
  

  	
   

  	
   

  	
  SELLER:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  1350 Mezzanine LLC, 

  
	
   

  	
   

  	
   

  	
  a Delaware limited liability company

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
  /s/ Jason Barnett

  
	
   

  	
   

  	
   

  	
   

  	
  Name:  Jason Barnett

  
	
   

  	
   

  	
   

  	
   

  	
  Title:   Sr. E.V.P.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  PURCHASER:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  SL Green Operating Partnership, L.P., 

  
	
   

  	
   

  	
   

  	
  a Delaware limited partnership

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
  SL Green Realty Corp., 

  
	
   

  	
   

  	
   

  	
   

  	
  a Maryland Corporation, its general partner 

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  By: 

  	
  /s/ Andrew S. Levine

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  Name: 

  	
  Andrew S. Levine 

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  Title:

  	
  Executive Vice President

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  PARENT:

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  SL Green Realty Corp., 

  
	
   

  	
   

  	
   

  	
  a Maryland corporation 

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By: 

  	
  /s/ Andrew S. Levine

  
	
   

  	
   

  	
   

  	
   

  	
  Name:  Andrew S. Levine

  
	
   

  	
   

  	
   

  	
   

  	
  Title:   Executive Vice President

  
									



 


 



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