Exhibit 10.2


 


CONTRACT OF SALE


 


This Contract of Sale (this “Agreement”) is made as of
this 15th day of June, 2004 between TEACHERS INSURANCE AND ANNUITY
ASSOCIATION OF AMERICA, a New York corporation, with offices at 730 Third
Avenue, New York, New York 10017 (hereinafter called “Seller”), and 750-485 FEE
OWNER LLC, a Delaware limited liability company with offices c/o SL Green
Realty Corp., 420 Lexington Avenue, New York, New York 10170
(hereinafter called “Purchaser”).


 


W  I  T  N
E  S S E T  H :


 


1.             PURCHASE AND SALE


 


(a)           Seller agrees to sell and convey and
Purchaser agrees to purchase the following subject to the terms hereof:


 


That certain real property (the “Land”) consisting of two
parcels, situated in the City and State of New York, commonly known as 750
Third Avenue and 485 Lexington Avenue, New York, New York, as more particularly
described as Parcel One and Parcel Two, respectively, in “Schedule A”
attached hereto and made a part hereof;


 


TOGETHER WITH the improvements (the “Improvements”)
located on the Land (the Land and the Improvements are collectively referred to
as the “Premises”);


 


TOGETHER WITH the after-acquired title or reversion,
if any, in and to the beds of the ways, streets and avenues adjoining the
Premises;


 


TOGETHER WITH all of Seller’s right, title and
interest in and to those two certain leases (collectively, the “Master Lease”) each dated as of June
     , 2004, between Teachers Insurance and Annuity
Association of America, as Landlord and Teachers Insurance and Annuity
Association of America, as Tenant;


 


TOGETHER WITH all of Seller’s right, title and
interest in and to the fixtures, furnishings, furniture, equipment, machinery,
inventory, appliances and other tangible and intangible personal property owned
by Seller and located at the Premises and used in connection


 


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with the operation of the Improvements as the owner
thereof (as opposed to a tenant or occupant therein).


 


(The items described above are hereinafter
collectively referred to as the “Property”).


 


(b)           Notwithstanding anything to the contrary
contained herein, it is expressly agreed by the parties hereto that:  (1) the art work contained in the lobby of
the Premises, and (2) any fixtures, furniture, furnishings, equipment or other
personal property owned or leased by any tenant (including Seller in its
capacity as tenant under the TIAA Lease (as hereinafter defined) and as
occupant of space under the Master Lease), managing agent, leasing agent,
contractor or employee at the Premises, shall not be included in the Property
to be sold to Purchaser hereunder.


 


2.             DUE DILIGENCE


 


(a)           Purchaser acknowledges that it has been
given the opportunity to conduct and complete its review, due diligence and
inspection of the Premises, during a period of time (the “Due Diligence Period”) which
commenced prior to the date hereof and ended on the date hereof and agrees that
it shall not have the right to terminate this Agreement and be entitled to the
return of the Deposit because of anything relating to the condition of the
Property or any additional information relating to the Property of which
Purchaser becomes aware, whether as a result of additional due diligence or
otherwise, except as otherwise expressly set forth in this Agreement.  Subject to the provisions of Section 2(b),
Purchaser and its agents, employees, consultants, inspectors, appraisers,
engineers and contractors (collectively referred to as the “Purchaser’s
Representatives”) shall have the right, through the Closing Date,
from time to time, upon the advance notice required pursuant to Section 2(b),
to enter upon and pass through the Premises during normal business hours to
examine and inspect the same.


 


(b)           In conducting any inspection of the
Premises or additional due diligence review (it being understood and agreed
that except as expressly set forth in this Agreement, nothing raised, disclosed
or reflected during such additional review shall give Purchaser any additional
rights hereunder, including, without limitation, the right to terminate this
Agreement), neither Purchaser nor any of Purchaser’s Representatives
shall:  (a) contact or have any
discussions with any of Seller’s employees, agents or representatives, or with
any tenants at, or contractors


 


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providing services to, the Premises, unless in each
case Purchaser obtains the prior consent of Seller, (b) interfere with the
business of Seller conducted at the Premises or any tenant therein or the
equipment or services located thereat, (c) damage the Premises or any portion
thereof or (d) conduct any physical or invasive test or procedure on or at the
Premises.  In conducting the foregoing
inspection, Purchaser and Purchaser’s Representatives shall at all times comply
with, and shall be subject to, all other terms, covenants and conditions of
this Agreement.  Seller may from time to
time establish reasonable rules of conduct for Purchaser and Purchaser’s
Representatives in furtherance of the foregoing.  Purchaser shall schedule and coordinate all inspections with
Seller and shall give Seller at least two (2) business days’ prior notice
thereof.  Seller shall be entitled to
have a representative present at all times during each such inspection.  Purchaser agrees to pay to Seller on demand
the cost of repairing and restoring any damage or disturbance, which Purchaser
or Purchaser’s Representatives shall cause to the Premises or any portion
thereof.  All inspection fees, appraisal
fees, engineering fees and other costs and expenses of any kind incurred by
Purchaser or Purchaser’s Representatives relating to such inspection of the
Premises and its other due diligence shall be at the sole expense of
Purchaser.  In the event that the
Closing hereunder shall not occur for any reason (other than a default on the
part of Seller), Purchaser shall deliver to Seller, at no cost to Seller and
without representation or warranty, copies of all tests, reports and
inspections of the Premises made and conducted by Purchaser or Purchaser’s
Representatives or for Purchaser’s benefit which are in the possession or
control of Purchaser or Purchaser’s Representatives.  Without limiting the foregoing, Purchaser and Purchaser’s
Representatives shall not be permitted to conduct borings of the Premises or drilling
in or on the Premises.  For purposes of
this Agreement, “business days” shall mean every day other than Saturdays,
Sundays, all days observed by the federal or New York State governments as
legal holidays and all days on which commercial banks in New York State are
required to be closed.  The provisions
of this Section 2(b) shall survive the Closing or any termination of
this Agreement.


 


(c)           Purchaser agrees to indemnify and hold
Seller and its direct and indirect shareholders, officers, directors, partners,
principals, members, employees, agents, contractors, and any successors or
assigns of the foregoing (collectively, with Seller, the “Seller Related Parties”)
harmless from and against any and all losses, costs, damages, liens, claims,
liabilities or expenses (including, but not limited to, reasonable attorneys’
fees, court costs and


 


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disbursements) incurred by any of Seller’s Related
Parties arising from or by reason of Purchaser’s and/or Purchaser’s
Representatives’ access to, or inspection of, the Premises, or any inspections
or other due diligence conducted by or on behalf of Purchaser (whether or not
the same shall occur during the Due Diligence Period).  The provisions of this Section 2(c)
shall survive the Closing or any termination of this Agreement.


 


(d)           Seller shall provide access to Purchaser
and SL Green Realty Corp. (and their representatives, agents and auditors) to
all books and records for the Property and financial information relating to
the Property which are necessary or desirable, in Purchaser’s reasonable
opinion, to prepare Purchaser’s and/or SL Green Realty Corp.’s financial
statements and SEC filings and/or to satisfy Purchaser’s or SL Green Realty
Corp.’s public auditing and Securities and Exchange Commission (“SEC”)
requirements, including SEC Regulations S-X Rule 3-14 (Special Instructions for
Real Estate Operations to be Acquired).


 


3.             PURCHASE PRICE AND DEPOSIT


 


The purchase price (the “Purchase Price”) to be paid
by Purchaser to Seller for the Property is FOUR HUNDRED EIGHTY MILLION
($480,000,000.00) DOLLARS, payable as set forth below.  The parties hereto acknowledge and agree
that the value of the personalty at the Property being transferred hereunder is
de-minimis and that no portion of the Purchase Price is allocable thereto.  Purchaser agrees to pay any tax which may be
imposed upon the sale of any items or personal property hereunder and to file
any required tax returns in connection therewith.  Purchaser agrees to indemnify and hold Seller harmless against
any liability incurred by Seller because of non-payment of any tax, which may
be imposed by any governmental agency upon the sale of any items of personal
property owned by Seller and included in this transaction.  This paragraph shall survive the Closing.


 


(a)           Prior to the execution of this Agreement
by Purchaser, Purchaser has delivered to Chicago Title Insurance Company (711
Third Avenue, New York, New York 10017, Attn. 
Jack Marino), as escrow agent (“Escrow Agent” or “Title Company”) an amount
equal to TWENTY-FIVE MILLION DOLLARS ($25,000,000.00) (the “Deposit”)
by wire transfer of immediately available federal funds to the escrow account
of Escrow Agent.  In no event will
Purchaser have a lien against the Premises by reason of the Deposit under this
Agreement or


 


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expenses incurred in connection herewith and Purchaser
waives any right that it might have to so lien the Premises.


 


(b)           At Closing, the Deposit, and any interest
accrued thereon, together with the balance of the Purchase Price, shall be paid
to Seller by wire transfer of immediately available federal funds.


 


(c)           Upon receipt by Escrow Agent of the
Deposit, Escrow Agent shall cause the same to be deposited into an interest
bearing account selected by Escrow Agent (it being agreed that Escrow Agent
shall not be liable for the amount of interest which accrues thereon) in
accordance with the terms of this Agreement. 
Interest on the Deposit, if any, shall accrue for the benefit of
Purchaser and shall be paid to the party entitled to receive the Deposit as
provided in this Agreement.  Purchaser
shall be responsible to pay any income taxes on interest on the Deposit.  The provisions of this Section 3(c)
shall survive the Closing or any termination of this Agreement.


 


4.             ESCROW AGENT


 


(a)           Escrow Agent shall deliver the Deposit,
and the interest accrued thereon, to Seller or to Purchaser, as the case may
be, under the following conditions:


 


(i)            The Deposit (together with all interest
accrued thereon) shall be delivered to Seller at the Closing; or


 


(ii)           The Deposit, and the interest accrued
thereon, shall be delivered to Seller following receipt by Escrow Agent of
written demand therefor from Seller, stating that Seller is entitled to the
Deposit and specifying the Section of this Agreement which is the basis
therefor, if Purchaser shall not have given written notice of objection in
accordance with the provisions of Section 4(b); or


 


(iii)          The
Deposit, and the interest accrued thereon, shall be delivered to Purchaser
following receipt by Escrow Agent of written demand therefor from Purchaser,
stating that Purchaser is entitled to the Deposit and specifying the Section of
this Agreement which is the basis therefor, if Seller shall not have given
written notice of objection in accordance with the provisions of Section
4(b); or


 


(iv)          The Deposit, and the interest accrued
thereon, shall be delivered to Purchaser or Seller as directed by joint written
instructions of Seller and Purchaser.


 


(b)           Upon the filing of a written demand for
the Deposit by Seller or Purchaser, pursuant to subsection (a)(ii) or (a)(iii)
above, Escrow Agent shall promptly give notice thereof


 


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(including a copy of such demand) to the other
party.  The other party shall have the
right to object to the delivery of the Deposit, by giving written notice of
such objection to Escrow Holder at any time within ten (10) days, time being of
the essence, after such party’s receipt of notice from Escrow Agent, but not
thereafter.  Such notice shall set forth
the basis for objecting to the delivery of the Deposit.  Upon receipt of such notice of objection,
Escrow Agent shall promptly give a copy of such notice to the party who filed
the written demand.


 


(c)           If Escrow Agent shall have received the
notice of objection provided for in subsection (b) above within the time
therein prescribed, Escrow Agent shall continue to hold the Deposit, and the
interest accrued thereon, until:  (i)
Escrow Agent receives written notice from both Seller and Purchaser directing
the disbursement of the Deposit, in which case Escrow Agent shall then disburse
the Deposit, and the interest accrued thereon, in accordance with said
direction, or (ii) litigation is commenced between Seller and Purchaser, in
which case Escrow Agent shall deposit the Deposit, and the interest accrued
thereon, with the clerk of the court in which said litigation is pending, or
(iii) Escrow Agent takes such affirmative steps as Escrow Agent may elect, at
Escrow Agent’s option, in order to terminate Escrow Agent’s duties hereunder,
including but not limited to depositing the Deposit, and the interest accrued
thereon, in court and commencing an action for interpleader, the costs thereof
to be borne by whichever of Seller or Purchaser does not prevail in such
dispute between the parties.


 


(d)           Escrow Agent may rely and act upon any
instrument or other writing reasonably believed by Escrow Agent to be genuine
and purporting to be signed and presented by any person or persons purporting
to have authority to act on behalf of Seller or Purchaser, as the case may be,
and shall not be liable in connection with the performance of any duties
imposed upon Escrow Agent by the provisions of this Agreement, except for
Escrow Agent’s own gross negligence, willful misconduct or default.  Escrow Agent shall have no duties or
responsibilities except those set forth herein.  Escrow Agent shall not be bound by any modification, cancellation
or rescission of this Agreement unless the same is in writing and signed by
Purchaser and Seller, and, if Escrow Agent’s duties hereunder are affected,
unless Escrow Agent shall have given prior written consent thereto.  Escrow Agent shall be reimbursed by Seller
and Purchaser for any expenses (including reasonable legal fees and
disbursements of outside counsel, including all of Escrow Agent’s fees and
expenses with respect to any interpleader action pursuant to paragraph (c)
above) incurred in connection with this Agreement, and such liability shall be
joint and


 


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several; provided that, as between Purchaser and
Seller, the prevailing party in any dispute over the Deposit shall be entitled
to reimbursement of any such expenses paid to Escrow Agent.  In the event that Escrow Agent shall be
uncertain as to Escrow Agent’s duties or rights hereunder, or shall receive
instructions from Purchaser or Seller that, in Escrow Agent’s opinion, are in
conflict with any of the provisions hereof, Escrow Agent shall be entitled to
hold and apply the Deposit, and the interest accrued thereon, pursuant to paragraph
(c) hereof and may decline to take any other action.  After delivery of the Deposit, and the
interest accrued thereon, in accordance herewith, Escrow Agent shall have no
further liability or obligation of any kind whatsoever.


 


(e)           Escrow Agent shall have the right at any
time to resign upon ten (10) business days prior notice to Seller and
Purchaser.  Seller and Purchaser shall
jointly select a successor Escrow Agent and shall notify Escrow Agent of the
name and address of such successor Escrow Agent within ten (10) business days
after receipt of notice of Escrow Agent of its intent to resign.  If Escrow Agent has not received notice of
the name and address of such successor Escrow Agent within such period, the
President of the Real Estate Board of New York shall select a successor Escrow
Agent hereunder.  At any time after the
ten (10) business day period, Escrow Agent shall have the right to deliver the
Deposit, and the interest accrued thereon, to any successor Escrow Agent
selected hereunder, provided such successor Escrow Agent shall execute and
deliver to Seller and Purchaser an assumption agreement whereby it assumes all
of Escrow Agent’s obligations hereunder from and after delivery.  Upon the delivery of all such amounts and
such assumption agreement, the successor Escrow Agent shall become the Escrow
Agent for all purposes hereunder and shall have all of the rights and
obligations of the Escrow Agent hereunder, and the resigning Escrow Holder
shall have no further responsibilities or obligations hereunder.


 


(f)            The provisions of this Section 4
shall survive the Closing or any termination of this Agreement.


 


5.             PERMITTED ENCUMBRANCES


 


The Premises are sold and are to be conveyed subject
only to the following (the “Permitted Encumbrances”):


 


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(a)           Any laws, rules, restrictions, regulations, statutes,
ordinances, order or other legal requirements now or hereafter affecting the
Premises, including without limitation, those relating to zoning and land use;
and


 


(b)           All violations of law, rules, regulations, statutes,
ordinances, orders or requirements now or hereafter issued or noted; and


 


(c)           The standard printed exclusions from coverage
contained in the form of insuring agreement employed by the Title Company
attached hereto as Exhibit 14; and


 


(d)           Any utility company rights, easements and franchises
acquired for electricity, water, steam, gas, telephone or other service or the
right to use and maintain poles, lines, wires, cables, pipes, boxes and other
fixtures and facilities in, over, under and upon the Premises; and


 


(e)           The state of facts disclosed on the survey (the “One
Dimensional Survey”) prepared by Earl B. Lovell – S.P. Belcher,
Inc., dated May 1, 1958, last updated by visual examination on September 24,
2002, on the survey (the “Three Dimensional Survey”) prepared by Earl
B. Lovell – S.P. Belcher, Inc., dated October 8, 2002 and on the survey (the “485 Survey”) prepared by Earl B. Lovell –
S.P. Belcher, Inc., dated September 19, 1956, last updated by visual
examination on September 24, 2002, and any further state of facts as a current
survey of the Premises or a personal inspection would disclose; and


 


(f)            The rights and interests held by Teachers Insurance
and Annuity Association of America, as Tenant under the Master Lease and as
tenant under the TIAA Lease; and


 


(g)           The rights and interests held by tenants (“Tenants”),
as tenants only, under the leases, licenses and occupancy agreements for space
in the Premises which are listed on “Schedule B” attached hereto and
made a part hereof (together with the TIAA Lease, the “Existing Leases”); and


 


(h)           Property Taxes, which are a lien but not yet due and
payable;


 


(i)            The Non-Objectionable Encumbrances and any liens,
encumbrances or other title exceptions approved or waived by Purchaser in
accordance with Section 6; and


 


(j)            The matters set forth on Schedule C.


 


6.             TITLE INSURANCE


 


(a)           (i)            The
parties acknowledge receipt of copies of title reports, No. 3102-00764 and
3102-00765 prepared by the Title Company, dated April 30, 2004 (collectively,
the “Commitment”).  The parties agree that the following title
exceptions set forth in Schedule B of the Commitment (a copy of which is
attached hereto as “Schedule C”) shall be referred to as “Commitment
Objections”:  In connection with title
report no. 3102-00765, exceptions 8, 9, 10, 11, and 15;  in connection with title report no.
3102-00764, exceptions 10, 11, 15, 16, 17 and 18.


 


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Commitment Objections are not Permitted
Encumbrances.  All other matters set
forth in the Commitment shall constitute Permitted Encumbrances.


 


(ii)           Purchaser and Seller shall instruct the
Title Company to deliver a copy of any update to the Commitment to Purchaser
and Seller simultaneously.  If, prior to
the Closing, the Title Company shall deliver any update to the Commitment which
discloses liens, encumbrances or other title exceptions which were not
disclosed by the Commitment and which are not otherwise permitted hereunder
(each an “Update
Exception”), then Purchaser shall have until the earlier of (x)
seven (7) business days after delivery of such update or (y) the Closing Date,
time being of the essence, (the “Update Objection Date”) to deliver notice
to Seller objecting to the applicable Update Exceptions (the “Update
Objections; the Update Objections and the Commitment Objections,
collectively referred to as the “Title Objections”).  If Purchaser fails to deliver such objection
notice by the Update Objection Date, Purchaser shall be deemed to have waived
its right to object to any Update Exceptions and the same shall not be Title
Objections and shall be deemed Permitted Encumbrances.  If Purchaser shall deliver such objection
notice by the Update Objection Date, any Update Exceptions which are not
objected to in such notice shall not constitute Title Objections and shall be
deemed Permitted Encumbrances.


 


(iii)          Purchaser
shall not be entitled to object to and shall be deemed to have approved any
liens, encumbrances or other title exceptions (and the same shall not
constitute Title Objections and shall be deemed Permitted Encumbrances):  (1) which the Title Company is willing
to omit from Purchaser’s title policy, without additional cost to Purchaser,
(2) against which the Title Company is willing to provide affirmative
insurance, without additional cost to Purchaser, (3) which will be extinguished
upon the transfer of the Property or (4) which a tenant (other than
Seller) under a Lease has responsibility to cure, correct or remove and for
which the cost does not exceed $1,000,000 (collectively referred to as the “Non-Objectionable
Encumbrances”).  Notwithstanding
anything to the contrary contained herein, if Seller is unable to eliminate the
Title Objections by the Scheduled Closing Date, unless the same are waived by
Purchaser without any reduction in the Purchase Price, Seller may by notice to
Purchaser (the “Title Cure Notice”) adjourn the Scheduled Closing Date one or
more times, for a period not to exceed 30 days in the aggregate (the “Title Cure
Period”) in order to attempt to eliminate such Title Objections.


 


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(b)           If Seller is unable to eliminate any
Title Objection within the Title Cure Period, unless the same is waived by
Purchaser, then, Purchaser may (i) accept the Property, subject to such Title
Objection, without abatement of the Purchase Price, in which event (x) such
Title Objection shall be deemed to be, for all purposes, a Permitted
Encumbrance, (y) Purchaser shall close hereunder notwithstanding the existence
of same, and (z) Seller shall have no obligations whatsoever after the Closing
Date with respect to Seller’s failure to cause such Title Objection to be
eliminated, or (ii) terminate this Agreement by notice given to Seller within
three (3) business days following Seller’s notice of such inability, in which
event Purchaser shall be entitled to a return of the Deposit (together with any
interest accrued thereon).  If Purchaser
shall fail to deliver the termination notice described in clause (ii) within
the three (3) business day period described therein, time being of the essence,
Purchaser shall be deemed to have made an election under clause (ii).  Upon the timely giving of any termination
notice under clause (ii), this Agreement shall terminate and neither party
hereto shall have any further rights or obligations hereunder other than those
which are expressly provided to survive the termination hereof.  The provisions of this paragraph (b)
shall survive the Closing of this Agreement


 


(c)           It is expressly understood that except as
set forth in the next sentence, in no event shall Seller be required to bring
any action or institute any proceeding, or to otherwise incur any costs or
expenses in order to attempt to eliminate any Title Objections or to otherwise
cause title in the Premises to be in accordance with the terms of this Agreement
on the Closing Date.  Notwithstanding
the foregoing, Seller shall be required to remove by payment, bonding or
otherwise:  (i) any Title Objections
which have been voluntarily recorded or otherwise placed by Seller against the
Premises on or following the date hereof and (ii) any Title Objection which can
be removed by the payment of a liquidated sum of money; provided, that, in no
event shall Seller be obligated to expend in excess of $1,000,000 pursuant to
the provisions of this clause (ii).


 


(d)           Notwithstanding anything to the contrary
contained in this Agreement, if the Commitment or any update thereto discloses
judgments, bankruptcies or other returns against other persons or entities
having names the same as or similar to that of Seller, Seller, on request,
shall deliver to Purchaser or the Title Company affidavits to the effect that
such judgments, bankruptcies or other returns are not against Seller, in form
and substance sufficient to permit removal of same as exceptions in Purchaser’s
title policy.


 


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7.             APPORTIONMENTS


 


(a)           In accordance with and during the term of
the Master Lease, Seller will continue to receive all rents and other payments
under the Existing Leases and will continue to be responsible for all of
lessor’s obligations under all such Existing Leases until the Master Lease
Termination Date (as hereinafter defined), including for payment of real estate
taxes and operating expenses as provided in the Master Lease, and, accordingly,
there will be no apportionment of rents and expenses at the time of Closing.


 


(b)           On the Expiration Date (as defined in the
Master Lease) or such earlier termination of the Master Lease in accordance
with the terms thereof (the “Master Lease
Termination Date”), the following shall be apportioned between
Seller and Purchaser as of 11:59 p.m. (provided, however, that in the event
that any of the Existing Leases provide that the tenants thereunder are
responsible for payment of any of the expenses in full (as opposed to as part
of Overage Rents (as hereinafter defined)), such expenses shall not be
apportioned as between Seller and Purchaser):


 


(i)            real estate taxes, sewer rents and taxes,
water rates and charges, vault charges and taxes, business improvements district
taxes and assessments and any other governmental taxes, charges or assessments
levied or assessed against the Premises (collectively referred to as the “Property
Taxes”);


 


(ii)           prepaid rents, fixed rents and additional
rents payable pursuant to the Existing Leases (including without limitation,
operating expense escalation payments, real estate tax escalation payments and
percentage rent, if any);


 


(iii)          administrative
charges on security deposits held pursuant to the Existing Leases;


 


(iv)          prepaid fees for license or other permits
assigned to Purchaser;


 


(v)           Permit, license and inspection fees, if
any, on the basis of the fiscal year for which levied, if the rights with
respect thereto are assigned to Purchaser at the Closing;


 


(vi)          Fuel, if any, at the cost per gallon most
recently charged to Seller together with any sales taxes paid in connection
therewith based on a reading Seller will endeavor to have completed within five
(5) days prior to the Closing Date or, if not so completed, as estimated by Seller’s
supplier (a letter from Seller’s fuel supplier shall be conclusive evidence as
to the quantity of fuel on hand and the Seller’s cost therefor, as the case may
be); and


 


(vii)         such
other items as are customarily apportioned in accordance with real estate
closings of commercial properties in the Borough of Manhattan.


 


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(c)           Property Taxes shall be apportioned on
the basis of the fiscal periods for which assessed.  If the Master Lease Termination Date shall occur either before an
assessment is made or a tax rate is fixed for the tax period in which the
Master Lease Termination Date occurs, the apportionment of such Property Taxes
based thereon shall be made on the basis of the most recent tax bills available.  In the event the Property or any part
thereof shall be affected by any special or general assessments which are or
may become payable in installments, the installment for the tax year in which
the Master Lease Termination Date occurs shall be pro rated between the
parties.  There shall be no re-proration
of Property Taxes after the Master Lease Termination Date.


 


(d)           (i)            Monthly
base or fixed rents (“Base Rents”) under the Existing Leases
shall be adjusted and pro rated on an if, as and when collected basis.  If, on the Master Lease Termination Date,
there are any past due Base Rents owing by any tenant for any period through
the Master Lease Termination Date, Purchaser shall use its commercially
reasonable efforts to collect same (which shall not require commencement of
legal proceedings) after the Master Lease Termination Date.  Following the Master Lease Termination Date,
Seller may bill tenants owing Base Rents for periods prior to the Master Lease
Termination Date and may take all steps it deems appropriate, including
litigation against the tenant, to collect Base Rents which are due Seller.  Base Rents collected by Purchaser or Seller
after the Master Lease Termination Date from tenants who owe Base Rents for
periods prior to the Master Lease Termination Date, shall be applied first to
the month in which the Master Lease Termination Date occurs, second to amounts
due Purchaser for periods following the month in which the Master Lease
Termination Date occurred and third to amounts due Seller for periods prior to
the month in which the Master Lease Termination Date occurred.  The party receiving such amount shall pay,
after deducting reasonable costs of collection, if any, to the other party the
portion to which it is entitled, within 15 days of its receipt of same.


 


(ii)           Additional or escalation rent based
upon:  (A) a percentage of sales or (B)
real estate taxes, operating expenses or increases in real estate taxes,
operating expenses, labor costs, costs of living indices or porter’s wages
(collectively referred to as “Overage Rents”) shall be adjusted and pro
rated on an if, as and when collected basis. 
If, on the Master Lease Termination Date, there are any past due Overage
Rents owing by any tenant for any period through the Master Lease Termination
Date, Purchaser shall use its commercially reasonable


 


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efforts to collect same (which shall not require
commencement of legal proceedings) after the Master Lease Termination
Date.  Following the Master Lease
Termination Date, Seller may bill tenants owing Overage Rents for periods prior
to the Master Lease Termination Date and may take all steps it deems
appropriate, including litigation against the tenant, to collect Overage Rents
which are due Seller.  Overage Rents
collected by Purchaser or Seller after the Master Lease Termination Date from
tenants who owe Overage Rents for periods prior to the Master Lease Termination
Date, shall be applied first to the month in which the Master Lease Termination
Date occurs, second to amounts due Purchaser for periods following the month in
which the Master Lease Termination Date occurred and third to amounts due
Seller for periods prior to the month in which the Master Lease Termination
Date occurred.  The party receiving such
amount shall pay to the other party the portion to which it is entitled, within
15 days of its receipt of same.


 


(iii)          The
following shall apply to the extent Overage Rent is billed on the basis of
Landlord’s estimates or an annual budget, which is subject to subsequent
reconciliation and readjustment with each such tenant at the end of the
applicable year:


 


(1)           Prior to the Master Lease Termination
Date, Seller shall provide Purchaser with a reconciliation statement for
calendar year 2005 through the Master Lease Termination Date, with all
necessary supporting documentation, as to the Overage Rent paid by the tenants
for calendar year 2005.  Such
reconciliation statement shall indicate any difference between the Overage Rent
paid by the tenants (based on Seller’s annual 2005 budget for real estate taxes
and operating expenses) and the amount that should have been paid by the
tenants through the Master Lease Termination Date (based on the actual expenses
covering such time period);


 


(2)           If the Seller has collected more on
account of such Overage Rent than such actual amount for such time period, then
the amount of such difference shall be returned directly to the applicable
Tenant(s);


 


(3)           If Seller has collected less from the
tenants for Overage Rents than the actual amounts for such time period, then
the amount of such difference shall be billed to the applicable Tenant(s) and
apportioned as of the Master Lease Termination Date, and Purchaser shall use
its commercially reasonable efforts to collect same (which shall not require
commencement of legal proceedings) after the Master Lease Termination
Date.  Following the Master Lease
Termination Date, Seller may bill tenants owing such amounts and may take all
steps it deems appropriate, including litigation against any applicable
Tenant(s), to collect same;


 


(4)           Except as set forth in subparagraphs
(ii) and (iii)(3) above, there shall be no re-prorations of Overage Rent
after the Master Lease Termination Date.


 


13

















 


(iv)          This paragraph (d) shall survive
the Closing and the Master Lease Termination Date.


 


(e)           If there are any water meters at the
Premises, the unfixed charges covered by meters shall be apportioned on the
basis of an actual reading done within 5 days prior to the Master Lease
Termination Date or if such a reading has not been made on the basis of the
last available reading.  There shall be
no re-prorations of water bills after the Master Lease Termination Date.


 


(f)            Charges for all electricity, steam, gas
and other utility services (collectively referred to as “Utilities”) shall be billed
to Seller’s account up to the Master Lease Termination Date and from and after
the Master Lease Termination Date, all Utilities shall be billed to Purchaser’s
account.  If for any reason such
changeover is not practicable as of the Master Lease Termination Date as to any
Utility, such Utility shall be apportioned on the basis of actual current
readings or if such readings are not available, on the basis of the most recent
bills available.  There shall be no
re-prorations of Utilities after the Master Lease Termination Date.


 


(g)           Subject to the next sentence, Seller
agrees that it shall be responsible and shall give Purchaser a credit against
the Purchase Price at Closing for, the payment of all Tenant Inducement Costs
(as hereinafter defined) and leasing commissions which become due and payable
(whether before or after the Closing Date) arising from, related to, or in
connection with the existing term (and all prior terms) of the Existing
Leases.  Purchaser agrees that it shall
be responsible for the payment of all Tenant Inducement Costs and leasing
commissions which become due and payable (whether before or after the Closing
Date) arising from, relating to or in connection with any renewal, expansion or
other options contained in the Existing Leases.  Without limiting the preceding sentence, Purchaser acknowledges
and agrees that it shall be responsible for the payment of “Future Commissions”
(as hereinafter defined) due the “Tenant’s Broker” (as hereinafter defined)
pursuant to and in accordance with the terms of the Brokerage Agreements
described in “Schedule D” attached hereto.  “Future Commissions” shall mean leasing commissions which,
pursuant to the Brokerage Agreements described in Schedule D, become due as a
result of the exercise after the date hereof of any renewal, extension,
expansion or other option under an Existing Lease.  “Tenant’s Broker” shall mean the “Broker” as defined in each of
the Brokerage Agreements described in “Schedule D” attached hereto.  If as of the


 


14

















 


Closing Date, Seller shall have paid any Tenant
Inducement Costs or leasing commissions for which Purchaser is responsible (“Purchaser’s
TIC’s”) pursuant to the foregoing, Purchaser shall reimburse Seller
for same at Closing.  Purchaser hereby
agrees to (i) assume, (ii) release Seller from and (iii) indemnify and hold
harmless Seller against any and all liability relating to, Purchaser’s
TIC’s.  For purposes hereof, “Tenant
Inducement Costs” shall mean any out of pocket payments required
under an Existing Lease to be paid by the landlord thereunder to or for the
benefit of the tenant thereunder which is in the nature of a tenant inducement
or concession, including without limitation, tenant improvement costs, design,
refurbishment and other work allowances, lease buy out costs and moving
allowances; provided, that Tenant Inducement Costs shall not include loss of
income resulting from any free rent period, it being agreed that Seller shall
bear such loss resulting from any free rental period with respect to the period
prior to the Master Lease Termination Date and Purchaser shall bear such loss
with respect to the period from and after the Master Lease Termination
Date.  This paragraph shall survive
Closing.


 


(h)           At or prior to the Closing, the parties
will jointly prepare and agree upon a closing statement (the “Closing
Statement”) which will show the net amount due to Seller as the result
of the adjustments and prorations provided for herein.


 


(i)            This Section 7 shall survive the Closing and
the Master Lease Termination Date.


 


8.             CONDITION OF THE PROPERTY; REPRESENTATIONS


 


(a)           Purchaser expressly acknowledges and
agrees that Seller shall not be liable for any latent or patent defects in the
Property and that except as expressly set forth in this Agreement, neither
Seller, nor any person acting on behalf of Seller, nor any person or entity
which prepared or provided any of the materials reviewed by Purchaser in
conducting its due diligence, nor any direct or indirect officer, director,
partner, shareholder, employee, agent, representative, accountant, advisor,
attorney, principal, affiliate, consultant, contractor, successor or assign of
any of the foregoing parties (Seller, and all of the other parties described in
the preceding portions of this sentence (other than Purchaser), shall be
referred to herein collectively as the “Exculpated Parties”) has made any oral or
written representations or warranties, whether expressed or implied, by
operation of law or otherwise, with respect to the Property, the zoning and
other laws, regulations and rules applicable thereto or the compliance by the
Property therewith, the revenues and expenses generated by or associated with
the Property, or otherwise


 


15

















 


relating to the Property or the transactions
contemplated herein.  Purchaser further
acknowledges and agrees that, except as expressly set forth in this Section 8,
all materials which have been provided by any of the Exculpated Parties have
been provided without any warranty or representation, expressed or implied as
to their content, suitability for any purpose, accuracy, truthfulness or
completeness and Purchaser shall not have any recourse against Seller or any of
the other Exculpated Parties in the event of any errors therein or omissions
therefrom.  Purchaser is familiar with
the physical and environmental condition of the Property and has conducted (or
elects not to conduct) such investigations of the affairs and conditions of the
Property as Purchaser has considered appropriate and Purchaser is acquiring the
Property based solely on its own independent investigation and inspection of
the Property and not in reliance on any information provided by Seller, or any
of the other Exculpated Parties, except for the representations expressly set
forth herein.


 


(b)           Purchaser acknowledges and agrees that,
except as expressly set forth in this Section 8, it is purchasing the Property
“AS IS” and “WITH ALL FAULTS”, based upon the condition of the Property as of
the date of this Agreement, reasonable wear and tear and, subject to the
provisions of Sections 9 and 10 of this Agreement, loss by
condemnation or fire or other casualty excepted.  Purchaser acknowledges that it has reviewed and approved the
Master Lease, the TIAA Lease and the Existing Leases.  Purchaser acknowledges and agrees that its obligations under this
Agreement shall not be subject to any financing contingency or, except as
expressly set forth in Sections 12 and 21 of this Agreement, other
contingencies or satisfaction of conditions and Purchaser shall have no right
to terminate this Agreement or receive a return of the Deposit (or the accrued interest
thereon) except as expressly provided for in this Agreement.


 


(c)           Seller hereby represents to Purchaser as
follows as of the date hereof (each a “Representation”):


 


(i)            Attached hereto as “Schedule B” is
a correct and complete list of the leases, licenses, occupancy and other
agreements for space in the Premises.


 


(ii)           As of the Master Lease Termination Date,
there will be no service, union, maintenance or supply agreements affecting the
Premises and which will be binding on Purchaser and the Management Agreement
(the “Management Agreement”),
dated June      , 2004, between Teachers Insurance and
Annuity Association of America, as owner and Teachers Insurance and Annuity
Association, as manager will also be terminated.


 


16

















 


(iii)          Attached
hereto as “Schedule E” is a correct and complete list of the security
deposits held by Seller under the Existing Leases.


 


(iv)          There is no uninsured action, suit,
litigation, hearing or administrative proceeding pending against or, to the
best of Seller’s knowledge, threatened in writing, against Seller with respect
to all or any portion of the Premises other than one personal injury litigation
commenced by a former employee of Seller.


 


(v)           There are no condemnation or eminent
domain proceedings pending or, to the best of Seller’s knowledge, threatened,
against the Premises.


 


(vi)          Seller: 
(A) is a duly organized and validly existing corporation in good
standing under the laws of New York, and (B) has all requisite power and
authority, and has obtained any necessary consents required, to enter into and
carry out the transactions contemplated by this Agreement.


 


(vii)         Copies
of insurance certificates setting forth coverage maintained with respect to the
Premises is attached hereto as “Schedule F” and the premiums on the
policies evidenced by such certificates have been paid in full through the
Closing Date.


 


(viii)        True,
correct and complete copies of all Existing Leases and all amendments,
modifications and supplements thereof have been delivered to Purchaser or made
available to Purchaser on the web site of Seller’s Broker (as hereinafter
defined).


 


(ix)           Exhibit D contains a true, correct and
complete list of all leasing brokerage, commission and other similar agreements
affecting the Existing Leases and/or the Premises, and Seller has delivered to
Purchaser true, correct and complete copies of same.


 


(x)            Seller is not a “foreign person” within
the meaning of Section 1445(f)(3) of the Internal Revenue Code.


 


Any and all uses of the phrase, “to the best of the
Seller’s knowledge” or other references to Seller’s knowledge in this Agreement
shall mean the actual, present, conscious knowledge of Thomas Nelson and Opal
Tom (the “Seller
Knowledge Individuals”) as to a fact at the time given without
investigation or inquiry.  Without
limiting the foregoing, Purchaser acknowledges that the Seller Knowledge
Individuals are not obligated to perform any investigation or review of any
files or other information in the possession of Seller, or to make any inquiry
of any persons, or to take any other actions in connection with the
representations of Seller set forth in this Agreement.  Neither the actual, present, conscious
knowledge of any other individual or entity, nor the constructive knowledge of
the Seller Knowledge Individuals or of any other individual or entity, shall be
imputed to the Seller Knowledge Individuals.


 


17

















 


The Representations of Seller contained in this Section
8 shall survive the Master Lease Termination Date for ninety (90 days
following the Master Lease Termination Date. 
Each such Representation shall automatically be null and void and of no
further force and effect on the day which is ninety (90 days following the Master
Lease Termination Date unless, prior to such day, Purchaser shall have
commenced a legal proceeding (a “Proceeding”) against Seller alleging that
Seller is in breach of such Representation and that Purchaser shall have
suffered actual damages as a result thereof. 
If Purchaser shall have timely commenced a Proceeding and a court of
competent jurisdiction shall, pursuant to a final, non-appealable order in
connection with such Proceeding, determine that:  (1) Seller was in breach of any of the applicable Representations
as of the date of this Agreement and (2) Purchaser suffered actual damages (the
“Damages”)
by reason of such breach and (3) Purchaser did not have knowledge of such
breach on or prior to the Closing Date then, Purchaser shall be entitled to
receive an amount equal to the Damages.


 


(d)           The Representations of Seller set forth
in paragraph (c) above, are subject to the following limitations:  (i) Seller does not represent that any
particular Existing Lease (other than the Master Lease and the TIAA Lease) will
be in force or effect as of the Closing or that the tenants thereunder, will
not be in default and (ii) to the extent that Seller has delivered or made
available to Purchaser any Existing Leases, or other written materials
containing provisions inconsistent with any of such Representations, then such
Representations shall be deemed to conform to such provisions.


 


(e)           Purchaser hereby represents to Seller as
of the date hereof that:  (1) Purchaser
(A) is a duly organized and validly existing limited liability company in good
standing under the laws of Delaware and is qualified to conduct business in New
York and (B) has all requisite power and authority, and has obtained any
necessary consents required, to enter into and carry out the transactions
contemplated by this Agreement, (2) Purchaser’s acquisition of the Premises
does not constitute a purchase of securities within the meaning of federal or
state securities laws, and Purchaser waives all rights, if any, to make any
claim in connection with any federal or state securities law and (3)
Purchaser:  (A) is not an “employee
benefit plan” within the meaning of Section 3(3) of ERISA and (B) is not using
any “plan assets,” within the meaning of 29 CFR Reg. Sec. 25103-101, of any
plan subject to ERISA to effect any transaction under this Agreement.  The provisions of this paragraph (e)
shall survive the Closing.


 


18

















 


9.             DAMAGE AND DESTRUCTION


 


(a)           If all or any part of the Improvements is
damaged by fire or other casualty occurring following the date hereof and prior
to the Closing Date, whether or not such damage affects a material part of the
Improvements, then:


 


(i)            if the estimated cost of repair or
restoration is less than or equal to $10,000,000 and if the estimated time to
complete such repair or restoration is twelve (12) months or less, neither
party shall have the right to terminate this Agreement and the parties shall
nonetheless consummate this transaction in accordance with this Agreement,
without any abatement of the Purchase Price or any liability or obligation on
the part of Seller by reason of said destruction or damage.  In such event, Seller shall assign to
Purchaser and Purchaser shall have the right to make a claim for and to retain
any rent insurance proceeds applicable to the period from and after the Closing
Date and any casualty insurance proceeds received under the insurance policies
in effect with respect to the Premises on account of said physical damage or
destruction (to be applied to repair and restoration and to the extent not
previously expended on repair or restoration) and at Closing, Purchaser shall
receive a credit against the Purchase Price for the amount of the deductible on
such casualty insurance policy (to be applied to repair and restoration and to
the extent not previously expended on repair or restoration).


 


(ii)           if the estimated cost of repair or
restoration exceeds $10,000,000 or if the estimated time to complete such
repair or restoration exceeds twelve (12) months, Purchaser shall have the
option, exercisable within ten (10) business days after receipt of notice of
the occurrence of such fire or other casualty, time being of the essence,
either (x) to terminate this Agreement by delivering notice thereof to Seller,
whereupon the Deposit (together with any interest accrued thereon) shall be
returned to Purchaser and this Agreement shall be deemed canceled and of no
further force or effect, and neither party shall have any further rights or
liabilities against or to the other except for such provisions which are
expressly provided in this Agreement to survive the termination hereof or (y)
to waive unconditionally its right to terminate this Agreement by delivering
notice thereof to Seller (in form reasonably satisfactory to Seller).  If a fire or other casualty described in
this clause (ii) shall occur and Purchaser shall not deliver notice
under either (x) or (y) above within such 10-business day period, then
Purchaser shall be deemed to have elected not to terminate this Agreement.  If a fire or other casualty described in
this clause (ii) shall occur and Purchaser timely delivers a notice
under (y) above or is deemed to have elected to go forward pursuant to the
terms hereof, then Purchaser and Seller shall consummate the transactions
hereunder in accordance with this Agreement without any abatement of the
Purchase Price or any liability or obligation on the part of Seller by reason
of said destruction or damage and, in such event, Seller shall assign to Purchaser
and Purchaser shall have the right to make a claim for and to retain any
insurance proceeds applicable to the period from and after the Closing Date and
any casualty insurance proceeds received under the insurance policies in effect
with respect to the Premises on account of said physical damage or destruction
(to be applied to repair and restoration and to the extent not previously
expended on repair or restoration) and at Closing, Purchaser shall receive a
credit against the Purchase Price for the amount of the deductible on such
casualty insurance policy (to be applied to repair and restoration and to the
extent not previously expended on repair or restoration).


 


19

















 


(b)           The estimated cost to repair and/or
restore and the estimated time to complete contemplated in subsection (a)
above shall be established by reasonable estimates obtained by Seller from
independent contractors, subject to the provisions of paragraph (c)
below.


 


(c)           The provisions of this Section 9
supersede the provisions of Section 5-1311 of the General Obligations Law of
the State of New York.  Any disputes
under this Section 9 as to the cost of repair or restoration or the time
for completion of such repair or restoration shall be resolved by expedited
arbitration before a single arbitrator acceptable to both Seller and Purchaser
in their reasonable judgment in accordance with the rules of the American
Arbitration Association; provided that if Seller and Purchaser fail to agree on
an arbitrator within five (5) days after a dispute arises, then either party
may request the Real Estate Board of New York, Inc. to designate an
arbitrator.  Such arbitrator shall be an
independent architect or engineer having at least ten (10) years of experience
in the construction of office buildings in Manhattan.  The determination of the arbitrator shall be conclusive and
binding upon the parties.  The costs and
expenses of such arbitrator shall be borne equally by Seller and Purchaser.


 


10.           CONDEMNATION


 


(a)           If, prior to the Closing Date, any part
of the Premises is taken or if Seller shall receive an official notice from any
governmental authority having eminent domain power over the Premises of its
intention to take, by eminent domain proceeding, any part of the Premises (a “Taking”),
then:


 


(i)            if such Taking is temporary or not
material (for purposes of this Section 10 “material” means that the
condemnation award will exceed $10,000,000) as reasonably determined by an
independent architect chosen by Seller (subject to the provisions of paragraph
(b) below), and does not materially and adversely affect access to the
Premises, neither party shall have any right to terminate this Agreement, and
the parties shall nonetheless consummate this transaction in accordance with
this Agreement, without any abatement of the Purchase Price or any liability or
obligation on the part of Seller by reason of such Taking; provided, however,
that Seller shall, on the Closing Date, (i) assign and remit to Purchaser, and
Purchaser shall be entitled to receive and keep, the net proceeds of any award
or other proceeds of such Taking which may have been collected by Seller as a
result of such Taking less the reasonable expenses incurred by Seller in
connection with such Taking, or (ii) if no award or other proceeds shall have
been collected, deliver to Purchaser an assignment of Seller’s right to any
such award or other proceeds which may be payable to Seller as a result of such
Taking and Purchaser shall reimburse Seller for the reasonable expenses
incurred by Seller in connection with such Taking.  Any such award or other proceeds shall be applied to repair or
restoration.


 


20

















 


(ii)           if such Taking is material, as reasonably
determined by an independent architect chosen by Seller (subject to the
provisions of paragraph (b) below), Purchaser shall have the option,
exercisable within ten (10) business days after receipt of notice of such
Taking, time being of the essence, either (x) to terminate this Agreement by
delivering notice thereof to Seller, whereupon the Deposit (together with any
interest earned thereon) shall be returned to Purchaser and this Agreement
shall be deemed canceled and of no further force or effect, and neither party shall
have any further rights or liabilities against or to the other except pursuant
to the provisions of this Agreement which are expressly provided to survive the
termination hereof or (y) to waive unconditionally its right to terminate this
Agreement by delivering notice thereof to Seller (in form reasonably
satisfactory to Seller).  If a Taking
described in this clause (ii) shall occur and Purchaser shall not
deliver notice under either (x) or (y) above within such 10-business day
period, then Purchaser shall be deemed to have elected not to terminate this
Agreement.  If a Taking described in
this clause (ii) shall occur and Purchaser timely delivers a notice
under (y) above or is deemed to have elected to go forward pursuant to the
terms hereof, then Purchaser and Seller shall consummate the transactions
hereunder in accordance with this Agreement without any abatement of the
Purchase Price or any liability or obligation on the part of Seller by reason
of said Taking; provided, however, that Seller shall, on the Closing Date, (i)
assign and remit to Purchaser, and Purchaser shall be entitled to receive and
keep, the net proceeds of any award or other proceeds of such Taking which may
have been collected by Seller as a result of such Taking less the reasonable
expenses incurred by Seller in connection with such Taking, or (ii) if no award
or other proceeds shall have been collected, deliver to Purchaser an assignment
of Seller’s right to any such award or other proceeds which may be payable to
Seller as a result of such Taking and Purchaser shall reimburse Seller for the
reasonable expenses incurred by Seller in connection with such Taking.  Any such award or other proceeds shall be
applied to repair or restoration.


 


(b)           The provisions of this Section 10
supersede the provisions of Section 5-1311 of the General Obligations Law of
the State of New York.  Any disputes
under this Section 10 as to whether the Taking is material or not shall
be resolved by expedited arbitration before a single arbitrator acceptable to
both Seller and Purchaser in their reasonable judgment in accordance with the
rules of the American Arbitration Association; provided that if Seller and
Purchaser fail to agree on an arbitrator within five (5) days after a dispute
arises, then either party may request the Real Estate Board of New York, Inc.
to designate an arbitrator.  Such
arbitrator shall be an independent architect having at least ten (10) years of
experience in the construction of office buildings in Manhattan.  The costs and expenses of such arbitrator
shall be borne equally by Seller and Purchaser.


 


11.           CLOSING


 


The closing (the “Closing”) of the transactions contemplated
hereunder shall occur on July 19, 2004 (the “Scheduled Closing Date”) with
Purchaser having a right to adjourn the


 


21

















 


Scheduled Closing Date to July 30, 2004 (the “Extended
Closing Date”; the actual date of the Closing is herein referred to as the “Closing Date”).  Seller and Purchaser shall submit, in
escrow, those documents and/or deliveries required of each of them, to the
Escrow Agent on or before the Closing Date, pursuant to their respective
closing instructions.  Purchaser
acknowledges and agrees that none of the documents and/or deliveries submitted
by Seller may be released from escrow, until such time as Seller has confirmed
in writing its and/or its designees receipt of the Purchase Price.  Time is of the essence as to the Purchaser’s
obligation to close the transactions contemplated hereunder on the Extended
Closing Date.  The Purchase Price must
be received by Seller by 2:00 p.m. (New York Time) in order to constitute
receipt of the Purchase Price on that day.


 


12.           CLOSING DELIVERIES; MASTER LEASE TERMINATION
DATE DELIVERIES


 


(a)           On the Closing Date, Seller shall deliver
or cause to be delivered to Purchaser, executed, as appropriate, the following:


 


(i)            A Bargain and Sale Deed Without Covenant
Against Grantor’s Acts (the “Deed”) in the form attached hereto as “Exhibit
1”;


 


(ii)           A New York State Department of Taxation
and Finance Combined Real Estate Transfer Tax Return and Credit Line Mortgage
Certificate (the “TP-584”);


 


(iii)          A
New York City Department of Finance Real Property Transfer Tax Return (the “NYC-RPT”);


 


(iv)          An Affidavit in Lieu of Registration
Statement in the form attached hereto as “Exhibit 2”;


 


(v)           An Assignment and Assumption of the
Master Lease (the “Master Lease Assignment”)
in the form attached hereto as “Exhibit 3”;


 


(vi)          A Bill of Sale (the “Bill of Sale”) in the form
attached hereto as “Exhibit 4”;


 


(vii)         An
Assignment and Assumption of the Management Agreement (the “Management Agreement Assignment”), in the
form attached hereto as “Exhibit 5”, if same shall be entered into
by the parties thereto;


 


(viii)        Letters
to all tenants under the Existing Leases in the form attached hereto as “Exhibit
6”;


 


22

















 


(ix)           A certification as to Seller’s nonforeign
status in the form attached hereto as “Exhibit 7”;


 


(x)            Originals or, if unavailable, copies, of
the Existing Leases then in effect and all related tenant files, to the extent
in Seller’s possession, all of which shall be kept in the office of the
managing agent at the Premises;


 


(xi)           Originals or, if unavailable, copies, of
books, records, plans and specifications, permits, licenses and approvals,
technical manuals and similar materials for the Improvements to the extent same
are in Seller’s possession, all of which shall be kept in the office of the
managing agent at the Premises;


 


(xii)          A
Secretary’s Certificate for the Seller certifying the due authorization of the
transaction contemplated herein;


 


(xiii)         A
Good Standing Certificate for the Seller issued by the Secretary of State of
New York;


 


(xiv)        Keys,
card keys, codes, to the extent applicable, for the Premises, all of which
shall be kept in the office of the managing agent at the Premises;and


 


(xv)         Executed tenant estoppel certificates
from the Required Tenants (as hereinafter defined) either in the form attached
hereto as “Exhibit 8” or in the form such Required Tenant is expressly
obligated to deliver under its applicable Existing Lease, (subject to (a)
non-material modifications thereof; it being agreed that qualifications to the
executing party’s knowledge or words of similar import shall be deemed
non-material, (b) such tenant making note of items which constitute Permitted
Encumbrances or which Seller otherwise agrees to discharge, and (c)
modifications thereof to conform the same to Existing Leases or other
information delivered to Purchaser or made available for its review on the web
site of Seller’s Broker; hereinafter collectively referred to as “Permitted
Estoppel Modifications”).  In lieu of
any such estoppel certificate from a Required Tenant, Seller may (but shall not
be obligated to) deliver a Seller estoppel certificate (“Seller Estoppel”) which covers the matters
such Required Tenant is expressly obligated to certify to under its applicable
Existing Lease or if the Existing Lease does not require any such
certification, then covering the matters set forth in the form attached as
Exhibit “8-A”; provided, that, Purchaser shall not be obligated to accept a
Seller estoppel certificate in lieu of a tenant estoppel certificate with
respect to Existing Leases from the Major Tenants (as hereinafter
defined).  The “Required Tenants” are:  (i) the Major Tenants and (ii) tenants
which, together with the Major Tenants, occupy seventy-five percent (75%) of
the leased space by Tenants other than Seller at the Premises.  All estoppel certificates delivered by
Tenants shall be accepted by Purchaser and counted towards the foregoing
percentage, provided that Purchaser shall not be obligated to accept a Tenant
Estoppel if such Tenant Estoppel reflects any materially adverse matter or any
statement that is not a Permitted Estoppel Modification.  At Closing Seller shall deliver an estoppel
certificate from Teachers Insurance and Annuity Association of America with
respect to the Master Lease and the TIAA Lease, each in the form attached
hereto as “Exhibit 8”.  The Major
Tenants are:  Fairchild Publications,
Inc., RSM McGladrey, Inc., North Fork Bank, Eisner, LLP, Teachers Insurance and
Annuity Association of America (“TIAA”),
as tenant under the Master Lease and TIAA, as tenant under


 


23

















 


the TIAA
Lease.  Purchaser acknowledges that
Fairchild Publications, Inc. has not taken possession of its space and is not
yet required to pay rent, and any estoppel certificate from such tenant shall
be modified accordingly.  Any estoppel
certificate from Seller shall by its terms survive for only six (6) months
following the Closing Date and, if at any time after Seller’s delivery thereof
with respect to an Existing Lease, Purchaser shall receive a tenant estoppel
certificate with respect thereto substantially similar to the Seller Estoppel
relating to such Existing Lease, then such Seller estoppel certificate shall be
deemed null and void and of no further force or effect.  The failure to obtain estoppel certificates from
the Required Tenants shall not be a default on the part of the Seller but
rather the failure of a condition precedent to Purchaser’s obligation to close,
in which case, Purchaser shall have the right to waive such requirement or
terminate this Agreement and received a return of the Deposit.  Seller shall request estoppel certificates
from all the tenants under the Existing Leases, shall use commercially
reasonable efforts to obtain the estoppels and shall deliver copies of executed
estoppels to Purchaser promptly after Seller receives same.


 


Seller shall be deemed to have delivered the items set
forth in clauses (x), (xi), and (xiv) above if the same are left at the
Property on the Closing Date.


 


(b)           On the Closing Date, Purchaser shall
deliver or cause to be delivered to Seller, executed, as appropriate, the
following:


 


(i)            The TP-584;


 


(ii)           The NYC-RPT;


 


(iii)          The
Master Lease Assignment;


 


(iv)          The Bill of Sale;


 


(v)           The Management Agreement Assignment; and


 


(vi)          The Purchase Price, as adjusted pursuant
to this Agreement.


 


(c)           On the Master Lease Termination Date,
Seller shall deliver or cause to be delivered to Purchaser, executed, as
appropriate, the following:


 


(i)            An Assignment and Assumption of the
Existing Leases (the “Existing Leases
Assignment”), as such Existing Leases are in effect on the Master
Lease Termination Date, in the form attached hereto as “Exhibit 12”;


 


(ii)           The cash security deposits (together with
interest accrued thereon less a 1% per annum administrative fee) and letters of
credit held by Seller as security under the Existing Leases, but only to the
extent the same have not been applied due to any material default after the
expiration of all applicable cure periods or returned to tenants in accordance
with the Existing Leases;


 


24

















 


(iii)          Tenant
Notice Letters in the form of Exhibit 6-A;


 


(iv)          To the extent not previously delivered to
Purchaser on the Closing Date, originals, or if unavailable, copies of all
leases, licenses, occupancy and other agreements for space at the Property and
any other items described in Section 12(a) not delivered to Purchaser on the
Closing Date


 


(v)           Termination of CBRE Management Agreement
and written agreement by CBRE not to seek any payment from Purchaser in
connection therewith; and


 


(vi)          Termination of the Management Agreement
with TIAA and written agreement by TIAA not to seek any payment from Purchaser
in connection therewith.


 


This
Section 12(c) shall survive the Master Lease Termination Date.


 


On the
Master Lease Termination Date, Purchaser shall deliver or cause to be delivered
to Seller, executed, as appropriate the Existing Leases Assignment.


 


(d)           Purchaser hereby acknowledges and agrees
that the acceptance of the Deed by Purchaser shall be deemed to be full
performance and discharge of every agreement and obligation on the part of
Seller to be performed under this Agreement except those, if any, which are
herein specifically stated to survive delivery of the Deed.  Unless so specifically stated, no agreement
or representation made herein by Seller shall survive the delivery of the Deed.


 


13.           TAX REDUCTION PROCEEDINGS


 


Purchaser shall prosecute the application filed by
Seller for the reduction of the assessed valuation of the Premises or any
portion thereof for real estate taxes for the New York City fiscal year July 1,
2004 to June 30, 2005 (the “04/05 Tax Year”), and Purchaser shall file
and prosecute such application for the New York City fiscal year July 1, 2005
to June 30, 2006 (the “05/06 Tax Year”).  Purchaser shall have the right to withdraw,
settle or otherwise compromise any protest or reduction proceeding affecting
real estate taxes assessed against the Premises (i) for any fiscal period prior
to the 05/06 Tax Year and (ii) for the 05/06 Tax Year, in each instance with
the prior consent of Seller, not to be unreasonably withheld or delayed.  The amount of any tax refunds (net of
attorneys’ fees and other costs of obtaining such tax refunds and subject to
the immediately preceding sentence) with respect to any portion of the Premises
for the tax year in which the Master Lease Termination Date occurs shall be
apportioned between Seller and Purchaser as of the Master Lease Termination
Date.  To the extent that any tenant
shall, in accordance with the terms of its Existing Lease, the Master Lease or
the TIAA Lease, be entitled


 


25

















 


to receive a portion of any tax refunds, which Seller
or Purchaser is entitled to receive hereunder, then such party shall be
obligated to pay such portion thereof to such tenant in accordance with its
Lease.  If, in lieu of a tax refund, a
tax credit is received with respect to any portion of the Premises for the tax
year in which the Master Lease Termination Date occurs, then (x) within thirty
(30) days after receipt by Seller or Purchaser, as the case may be, of evidence
of the actual amount of such tax credit (net of attorneys’ fees and other costs
of obtaining such tax credit), the tax credit apportionment shall be readjusted
between Seller and Purchaser, and (y) upon realization by Purchaser of a tax
savings on account of such credit, Purchaser shall pay to Seller an amount
equal to the savings realized (as apportioned).  All refunds, credits or other benefits applicable to any fiscal
period prior to the 05/06 Tax Year shall belong solely to Seller (and Purchaser
shall have no interest therein) and, if the same shall be paid to Purchaser or
anyone acting on behalf of Purchaser, same shall be paid to Seller within five
(5) days following receipt thereof.  The
provisions of this Section 13 shall survive the Closing and the Master
Lease Termination Date.


 


14.           EMPLOYEES


 


To the extent that Purchaser offers employment to any
of the employees (the “Employees”) employed at the Premises after
the Master Lease Termination Date, Purchaser agrees that it shall be solely
responsible for all liabilities whatsoever with respect to such hired
Employees, for any and all:  (i)
salaries (for the period from and after the Master Lease Termination Date),
(ii) benefits attributable to the period from and after the Master Lease
Termination Date, and (iii) notices, payments, fines or assessments due to any
governmental authority pursuant to any laws, rules or regulations with respect
to the employment, discharge or layoff from and after the Master Lease
Termination Date, including, but not limited to, such liability as arises under
the Worker Adjustment and Retraining Notification Act, Section 4980B of the
Internal Revenue Code (COBRA) and any rules or regulations as have been issued
in connection with any of the foregoing (items (i) – (iii), collectively the “Post
Termination Employee Liabilities”). 
Purchaser agrees that it shall be solely responsible for all payments
and liabilities whatsoever with respect to any and all benefit continuation,
severance payments and/or other payments that may be payable as a result of the
termination, on or after the Master Lease Termination Date, of any employees of
Seller or Seller’s managing agent working at the


 


26

















 


Premises (the “Termination Employee Liabilities”).  Purchaser hereby agrees to indemnify Seller
and its affiliates against, and agrees to hold them harmless from, any and all
claims, losses, damages and expenses (including, without limitation, reasonable
attorneys’ fees) and other liabilities and obligations relating to the Post
Termination Employee Liabilities and/or the Termination Employee Liabilities
and/or otherwise incurred or suffered as a result of any claim by any Employee
or any terminated employee that arises under federal, state or local statute
(including, without limitation, Title VII of the Civil Rights Act of 1964, the
Civil Rights Act of 1991, the Age Discrimination Act of 1990, the Equal Pay
Act, the Americans with Disabilities Act of 1990, ERISA and all other statutes
regulating the terms and conditions of employment), regulation or ordinance,
under the common law in equity (including any claims for wrongful discharge or
otherwise), arising as a result of the termination of any employee on or after
the Master Lease Termination Date and/or out of actions, events or omissions
that occurred (or, in the case of omissions, failed to occur) from and after
the Master Lease Termination Date.  The
provisions of this Section 15 shall only be applicable to employees who are
covered by any applicable collective bargaining agreement for the
Premises.  The provisions of this Section
14 shall survive the Closing.


 


15.           COVENANTS OF SELLER


 


(a)           During the period from the date hereof
until the Master Lease Termination Date, Seller shall:


 


(i)            be permitted to enter into any agreements
with respect to all or any portion of the Property, provided that such
agreements expire by their terms on or prior to the Master Lease Termination
Date subject to paragraph (b) below;


 


(ii)           maintain in full force and effect the
insurance policies currently in effect with respect to the Premises;


 


(iii)          subject
to paragraph (b) below, and with Purchaser’s prior written consent, not
to be unreasonably withheld, have the right to institute legal proceedings
against any tenant under an Existing Lease with respect to any material default
or failure to perform a material obligation by any such tenant prior to the
Master Lease Termination Date;


 


(iv)          have the right to (1) apply any security
deposits held under the Existing Leases in respect of tenants who are in
material default under the applicable Existing Lease after the expiration of
all applicable cure periods and (2) return the security deposit of any tenant
under the Existing Leases, who is entitled to the return of such deposit
pursuant to the term of its Existing Lease;


 


27

















 


(v)           operate and manage the Premises in a
manner consistent with current practice; provided, however, that Seller shall
have no obligation to make capital improvements except as expressly provided in
the Master Lease;


 


(vi)          deliver to Purchaser, promptly after
receipt by Seller or its agents or representatives, copies of all notices and
other correspondence from Tenants;


 


(vii)         provide
to Purchaser copies of the worksheets and all related reporting documentation
used by Seller to determine the amounts of Overage Rents and escalations for
all applicable Tenants;


 


(viii)        at
Seller’s sole expense, remove the existing roofing systems and install
ballasted IRMA roofs, with 20-year warranties, on part of the setback on the 5th
floor and on the setback of the 31st floor of the 485 Property (as
hereinafter defined); and


 


(ix)           not, and shall cause its managing agent
not, to hire any additional employees or change the classification of any
employees at the Premises as of the date hereof.


 


(b)           During the period from the date hereof
until the Master Lease Termination Date, Seller shall not, without Purchaser’s
prior approval, terminate, amend, renew or modify any Existing Lease, or except
as permitted by paragraph (d) below, enter into any new lease, license,
sublease or other agreement for space at the Premises, nor consent to any
assignment or sublease of, or structural or building system alteration under
(unless required pursuant to an Existing Lease), any lease, license, sublease
or other agreement for space at the Premises, it being agreed that Seller may
amend, renew or modify any Existing Lease, to the extent required pursuant to
its existing terms (e.g., if a renewal option contained in the Existing Lease
is exercised).


 


(c)           Whenever in Section 15(b) hereof
Seller is required to obtain Purchaser’s approval with respect to any
transaction described therein, Purchaser shall, within ten (10) business days
after receipt of Seller’s request therefor, which request shall be accompanied
by a description of the material terms of the proposed transaction, notify
Seller of its approval or disapproval of same and, if Purchaser fails to notify
Seller of its disapproval within said ten (10) business day period, Purchaser
shall be deemed to have not approved same.


 


(d)           Purchaser hereby acknowledges that it has
been advised that Seller will be entering into the agreements described below
after the date hereof and hereby approves of the entering into of such
agreements:


 


(1)           The Master Lease in the form attached
hereto as “Exhibit 9”;


 


28

















 


(2)           A Lease (the “TIAA Lease”) in the form
attached hereto as “Exhibit 10”; and


 


(3)           The Management Agreement in the form and
substance reasonably agreed between Seller and Purchaser and which will not
decrease Purchaser’s rights in any material respect or increase Purchaser’s
obligations, nor will Purchaser be responsible for any costs thereunder.


 


(e)           Notwithstanding any
other provision of this Agreement (including, without limitation, Section
7(g)), in connection with the Existing Lease between Seller, as landlord, and
Fairchild Publications, Inc. (“Fairchild”), as tenant (the “Fairchild Lease”),
Seller shall be solely responsible for and shall indemnify, reimburse and hold
harmless Purchaser against (i) any and all brokerage costs, fees and
commissions or any Landlord contribution, reimbursement, rent credit or other
amount in connection with any tenant improvements which may be or become due in
connection with the Phase I Premises or Phase II Premises (as defined in the
Fairchild Lease) or Fairchild’s exercise of its option to lease premises
located on the 6th floor or basement, or any and all amounts paid or
credited by Purchaser to Fairchild on or after the Closing Date on account
thereof ; (ii) any landlord contribution, reimbursement, rent credit or other
amount due to Fairchild in connection with upgrading bathrooms in its premises
under the Fairchild Lease; and (iii) any loss, cost or damage (including rent
credit or offset) sustained or costs incurred by Purchaser as a result of
Seller’s failure to perform or pay for, on a timely basis, any work required to
be performed by Seller pursuant to the Fairchild Lease.


 


(f)            Seller agrees to indemnify, defend and
hold harmless Purchaser from and against any loss, cost, liability or claims
made or asserted by Colliers ABR, Seller’s leasing agent, for any commissions
or other compensation due to them in connection with any Existing Leases (or
prior leases) at the Premises.


 


16.           SECURITY DEPOSITS


 


(a)           Cash security deposits under the Existing
Leases shall be transferred to Purchaser on the Master Lease Termination Date
pursuant to Section 12(c)(ii) unless applied or returned
pursuant to Section 15(a)(iv).  Purchaser agrees to indemnify
and hold Seller harmless from any liability to the tenants under the Leases or
otherwise, with reference to such security deposits transferred to Purchaser on
the Master Lease Termination Date, as aforesaid.


 


29

















 


(b)           To the extent that any security deposit
is composed of a letter of credit:  (i)
Seller shall make commercially reasonable efforts to have the same assigned and
transferred, which expense shall be shared equally by Seller and Purchaser, to
Purchaser as of the Master Lease Termination Date and (ii) if not transferable
as of the Master Lease Termination Date, Seller shall cooperate with Purchaser
in all reasonable respects following the Master Lease Termination Date so as to
transfer the same to Purchaser or to obtain a replacement letter of credit with
respect thereto, at equal expense to Purchaser and Seller (except to the extent
set forth below), in favor of Purchaser. 
In addition to, but not in limitation of, the foregoing, Seller shall
also deliver to Purchaser on the Master Lease Termination Date such
documentation, including, without limitation, sight drafts executed in blank,
as Purchaser shall reasonably require in connection with drawing under the
letters of credit which have not been transferred to Purchaser.  Any transfer or replacement fees associated
with transferring the letters of credit or obtaining replacement letters of
credit, as aforesaid, shall be the responsibility of Seller.  Until any such letter of credit shall be
transferred or replaced, Seller shall draw upon the same and deliver the
proceeds to Purchaser promptly following Purchaser’s written request; provided
that Purchaser shall defend, indemnify and hold harmless Seller from and
against any and all loss, cost, damage, liability or out-of-pocket expense
incurred by Seller as a result of any such actions taken by Seller at
Purchaser’s request.


 


(c)           This Section 16 shall survive the
Closing and the Master Lease Termination Date.


 


17.           BROKERS


 


(a)           Purchaser represents and warrants to
Seller that it has not dealt or negotiated with, or engaged on its own behalf
or for its benefit, any broker, finder, consultant, advisor, or professional in
the capacity of a broker or finder (each a “Broker”) in connection with
this Agreement or the transactions contemplated hereby other than Cushman &
Wakefield, Inc. (“Seller’s Broker”).  Purchaser hereby agrees to indemnify, defend
and hold Seller and the other Seller Related Parties harmless from and against
any and all claims, demands, causes of action, losses, costs and expenses
(including reasonable attorneys’ fees, court costs and disbursements) arising
from any claim for commission, fees or other compensation or reimbursement for
expenses made by any Broker (other than Seller’s Broker) engaged by or claiming
to have dealt with Purchaser in connection with this Agreement or the
transactions contemplated hereby.


 


30

















 


(b)           Seller represents and warrants to
Purchaser that it has not dealt or negotiated with, or engaged on its own
behalf or for its benefit, any Broker (other than Seller’s Broker) in
connection with this Agreement or the transactions contemplated hereby.  Seller hereby agrees to indemnify, defend
and hold Purchaser harmless from and against any and all claims, demands, causes
of action, losses, costs and expenses (including reasonable attorneys’ fees,
court costs and disbursements) arising from any claim for commission, fees or
other compensation or reimbursement for expenses made by any Broker (including
Seller’s Broker) engaged by or claiming to have dealt with Seller in connection
with this Agreement or the transactions contemplated hereby.


 


(c)           The provisions of this Section 17
shall survive the termination of this Agreement or the Closing.


 


18.           DEFAULTS


 


(a)           If (i) Purchaser shall default in the
payment of the Purchase Price or if Purchaser shall default in the performance
of any of its other material obligations to be performed on the Closing Date,
or (ii) Purchaser shall default in the performance of any of its material
obligations to be performed prior to the Closing Date and, with respect to any
default under this clause (ii) only, such default shall continue for ten
(10) days after notice to Purchaser, Seller’s sole remedy by reason thereof
shall be to terminate this Agreement and, upon such termination, Seller shall
be entitled to retain the Deposit (and any interest earned thereon), as
liquidated damages for Purchaser’s default hereunder, it being agreed that the
damages by reason of Purchaser’s default are difficult, if not impossible, to
ascertain, and thereafter Purchaser and Seller shall have no further rights or
obligations under this Agreement except for those that are expressly provided
in this Agreement to survive the termination hereof.


 


(b)           If (x) Seller shall default in any of its
material obligations to be performed on the Closing Date or (y) Seller shall
default in the performance of any of its material obligations to be performed
prior to the Closing Date and, with respect to any default under this clause
(y) only, such default shall continue for ten (10) days after notice to
Seller, Purchaser as its sole remedy by reason thereof (in lieu of prosecuting
an action for damages or proceeding with any other legal course of conduct, the
right to bring such actions or proceedings being expressly and voluntarily
waived by Purchaser, following and upon advice of its counsel) shall have the
right


 


31

















 


(i) to seek to obtain specific performance of Seller’s
obligations hereunder, provided that any action for specific performance shall
be commenced within sixty (60) days after the Extended Closing Date, or (ii) to
receive a return of the Deposit (together with any interest earned thereon), it
being understood that if Purchaser fails to commence an action for specific
performance within sixty (60) days after the Extended Closing Date, Purchaser’s
sole remedy shall be to receive a return of the Deposit (together with any
interest earned thereon).  Upon return
of the Deposit (together with any interest thereon) as described in clause (ii)
above, this Agreement shall terminate and neither party hereto shall have any
further obligations hereunder except for those that are expressly provided in
this Agreement to survive the termination hereof.  Notwithstanding the foregoing, Purchaser shall have no right to
seek specific performance if Seller shall be prohibited from performing its
obligations hereunder by reason of any law, regulation, or other legal
requirement applicable to Seller.


 


(c)           The provisions of this Section 18
shall survive the termination hereof.


 


19.           TRANSACTION COSTS


 


(a)           Seller, in addition to its apportionment
obligations hereunder, shall also be responsible for:  (i) any transfer taxes imposed in connection with the sale of the
Premises, (ii) 50% of Escrow Agent’s escrow fee, if any, (iii) the cost of its
legal counsel, (iv) any commission due Seller’s Broker and (iv) expenses that
Seller may incur in connection with the removal of Title Objections.


 


(b)           Purchaser, in addition to its
apportionment and other payment obligations hereunder, shall also be
responsible for:  (i) 50% of Escrow
Agent’s escrow fee, if any, (ii) the cost of its legal counsel and the other
professionals employed by it, (iii) the costs and expenses incurred in its due
diligence, (iv) all recording and filing fees, (v) costs associated with
updating the One Dimensional Survey and the 485 Survey and the costs of the
Three Dimensional Survey and/or updating same, (vi) title insurance premiums,
and (vii) any other title related expense, charge or disbursement other than
those Seller is obligated to pay pursuant to Section 19(a) above.  At Closing, Purchaser shall reimburse Seller
for the cost of the Three Dimensional Survey, in the amount of $7,500.


 


(c)           This Section 19 shall survive the
Closing or termination of this Agreement.


 


32

















 


20.           NOTICES


 


All notices, demands, requests or other communications
(collectively referred to as “Notices”) required to be given or which may
be given hereunder shall be in writing and shall be sent by (a) certified or
registered mail, return receipt requested, postage prepaid, or (b) national
overnight delivery service, or (c) facsimile transmission (provided that the
original shall be simultaneously delivered by national overnight delivery
service or personal delivery), or (d) to the extent that an e-mail address is
provided below, by e-mail (provided that the original shall be simultaneously
delivered by national overnight delivery service or personal delivery), or (e)
personal delivery, addressed as follows:


 


	
  To Seller:

  	
   

  	
  TIAA Realty Inc.

  730 Third Avenue - 7th Floor

  New York, NY  10017

  Attention:  Thomas Fjellman

  Fax:  (212) [916-4527]

  tfjellman@tiaa-cref.org

  
	
   

  	
   

  	
   

  
	
  With a copy to:

  	
   

  	
  Harold D. Piazza, Jr., Esq.

  Teachers Insurance and Annuity Association of America

  730 Third Avenue - 9th Floor

  New York, NY  10017

  Fax:  (212) 916-6392

  hpiazza@tiaa-cref.org

  
	
   

  	
   

  	
   

  
	
  and to:

  	
   

  	
  Steven M. Alden, Esq.

  Debevoise & Plimpton LLP

  919 Third Avenue

  New York, NY  10022

  Fax:  (212) 909-6836

  smalden@debevoise.com

  
	
   

  	
   

  	
   

  
	
  To Purchaser:

  	
   

  	
  c/o SL Green Realty Corp.

  420 Lexington Avenue

  New York, NY  10170

  Attention:  Marc Holliday and Andrew
  Levine

  Fax:  (212) 216-1785

  marc.holliday@slgreen.com and

  andrew.levine@slgreen.com

  
	
   

  	
   

  	
   

  
	
  With a copy to:

  	
   

  	
  Greenberg Traurig, LLP

  200 Park Avenue

  New York, NY  10166

  Attention:  Robert J. Ivanhoe, Esq.

  



 


33

















 


	
   

  	
   

  	
  Fax:  (212) 805-9333

  ivanhoer@gtlaw.com

  



 


Any Notice so sent by certified or registered mail,
national overnight delivery service or personal delivery shall be deemed given
on the date of receipt or refusal as indicated on the return receipt, or the
receipt of the national overnight delivery service or personal delivery
service.  Any Notice sent by facsimile
transmission shall be deemed given when received as confirmed by the telecopier
electronic confirmation receipt.  A
Notice may be given either by a party or by such party’s attorney.  Seller or Purchaser may designate, by not
less than five (5) business days’ notice given to the others in accordance with
the terms of this Section 20, additional or substituted parties to whom
Notices should be sent hereunder.


 


21.           CONDITIONS TO CLOSING; CONDITION TO EFFECTIVENESS


 


(a)           Purchaser’s obligation to purchase the
Property is subject to the satisfaction or waiver by Purchaser of the following
condition precedent:


 


(i)            Seller shall have complied, in all
material respects, with its obligations under this Agreement including delivery
of all items set forth in Section 12 above.


 


(b)           Seller’s obligation to sell the Property
is subject to the satisfaction or waiver by Seller of the following condition
precedent:


 


(i)            Purchaser shall have complied, in all
material respects, with its obligations under this Agreement.


 


(c)           Purchaser acknowledges that Seller has
executed this Agreement prior to obtaining required approval of Seller’s Board
of Trustees.  Accordingly,
notwithstanding any other provision of this Agreement (including, without
limitation, Section 8(c)(vi)) (I) Seller’s execution and delivery of this
Agreement shall be subject to Seller obtaining, on or before 5:00 p.m. New York
City time on June 16, 2004, the approval of Seller’s Board of Directors; (II)
this Agreement shall not be effective for any purpose whatsoever unless such
approval is obtained and (III) if such approval is not obtained by such time,
this Agreement shall be null and void, the Deposit shall be returned to
Purchaser and neither party shall have further rights or obligations hereunder.  Seller shall notify Purchaser on or before
6:00 p.m. New York City time on June 16, 2004, whether such approval has been
obtained.


 


34

















 


22.           ENTIRE AGREEMENT


 


This Agreement contains all of the terms agreed upon
between Seller and Purchaser with respect to the subject matter hereof, and all
prior agreements, understandings, representations and statements, oral or
written, between Seller and Purchaser are merged into this Agreement.  The provisions of this Section 22
shall survive the Closing or the termination hereof.


 


23.           AMENDMENTS


 


This Agreement may not be changed, modified or
terminated, nor provisions waived, except by an instrument executed by Seller
and Purchaser.  The provisions of this Section
23 shall survive the Closing or the termination hereof.


 


24.           WAIVER


 


No waiver by either party of any failure or refusal by
the other party to comply with its obligations shall be deemed a waiver of any
other or subsequent failure or refusal to so comply.  The provisions of this Section 24 shall survive the
Closing or the termination hereof.


 


25.           PARTIAL INVALIDITY


 


If any term or provision of this Agreement or the
application thereof to any person or circumstance shall, to any extent, be
invalid or unenforceable, the remainder of this Agreement, or the application
of such term or provision to persons or circumstances other than those as to
which it is held invalid or unenforceable, shall not be affected thereby, and
each term and provision of this Agreement shall be valid and shall be enforced
to the fullest extent permitted by law. 
The provisions of this Section 25 shall survive the Closing or
the termination hereof.


 


26.           SECTION HEADINGS


 


The headings of the various sections of this Agreement
have been inserted only for the purposes of convenience, and are not part of
this Agreement and shall not be deemed in any manner to modify, explain, expand
or restrict any of the provisions of this Agreement.  The provisions of this Section 26 shall survive the
Closing or the termination hereof.


 


35

















 


27.           GOVERNING LAW


 


This Agreement shall be governed by the laws of the
State of New York without giving effect to conflict of laws principles
thereof.  The provisions of this Section
27 shall survive the Closing or the termination hereof.


 


28.           THIRD PARTY BENEFICIARY


 


This Agreement is an agreement solely for the benefit
of Seller and Purchaser (and their permitted successors and/or assigns).  No other person, party or entity shall have any
rights hereunder nor shall any other person, party or entity be entitled to
rely upon the terms, covenants and provisions contained herein.  The provisions of this Section 28
shall survive the Closing or the termination hereof.


 


29.           JURISDICTION AND SERVICE OF PROCESS


 


The parties hereto agree to submit to personal
jurisdiction in the State of New York in any action or proceeding arising out
of this Agreement and, in furtherance of such agreement, the parties hereby
agree and consent that without limiting other methods of obtaining
jurisdiction, personal jurisdiction over the parties in any such action or
proceeding may be obtained within or without the jurisdiction of any court
located in New York and that any process or notice of motion or other application
to any such court in connection with any such action or proceeding may be
served upon the parties by registered or certified mail to or by personal
service at the last known address of the parties, whether such address be
within or without the jurisdiction of any such court.  The provisions of this Section 29 shall survive the
Closing or the termination hereof.


 


30.           WAIVER OF TRIAL BY JURY


 


SELLER
AND PURCHASER HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE ANY AND ALL RIGHT TO
TRIAL BY JURY IN ANY ACTION, SUIT OR COUNTERCLAIM ARISING IN CONNECTION WITH,
OUT OF OR OTHERWISE RELATING TO THIS AGREEMENT.  THE PROVISIONS OF THIS SECTION 30 SHALL SURVIVE THE
CLOSING OR THE TERMINATION HEREOF.


 


36

















 


31.           PARTIES


 


This Agreement and the various rights and obligations
arising hereunder shall inure to the benefit of and be binding upon Seller and
Purchaser and their respective successors and permitted assigns; provided that
none of the representations or warranties made by Seller hereunder shall inure
to the benefit of any person or entity that may, after the Closing Date,
succeed to Purchaser’s interest in the Property.


 


32.           ASSIGNMENT


 


Subject to Section 37 below, Purchaser may not
assign or otherwise transfer this Agreement or any of its rights or obligations
hereunder or any of the direct or indirect ownership interests in Purchaser,
without first obtaining Seller’s consent thereto; provided that the Purchaser
named herein shall have the one-time right to assign this Agreement to a
Controlled Affiliate.  “Controlled
Affiliate” means any entity “controlled by” the purchaser named
herein.  “Controlled by” means the right
of consent over the business and affairs of the assignee by reason of the
ownership of a majority of the beneficial interests in such assignee, by
contract or otherwise.  Any such
assignment shall be conditioned upon Purchaser delivering to Seller an executed
original of the assignment and assumption agreement wherein the assignee
assumes all of the obligations of the Purchaser named herein and proof
reasonably satisfactory to Seller that the assignee constitutes a Controlled
Affiliate on or before the date which is three (3) business days prior to the
Scheduled Closing Date, or the Extended Closing Date if the Scheduled Closing
Date is extended as provided herein.  An
assignment or transfer of this Agreement shall not relieve the Purchaser named
herein of any of its obligations hereunder.


 


33.           RECORDING


 


Neither this Agreement nor any memorandum hereof may
be recorded without first obtaining Seller’s written consent thereto.  The provisions of this Section 33
shall survive the Closing or the termination hereof.


 


34.           CONFIDENTIALITY AND PRESS RELEASE


 


(a)           Purchaser acknowledges and agrees that it
shall be bound by all of the terms and conditions of that certain
Confidentiality Agreement relating to the premises, executed by


 


37

















 


Purchaser and dated May 20, 2004.  Between the date hereof through and
including the Closing Date and except as otherwise expressly provided in clause
(b) below, Purchaser and Seller shall not (and shall use reasonable efforts
to cause Purchaser’s and Seller’s respective agents, employees, attorneys and
advisors including, without limitation, financial institutions to not)
disclose, make known, divulge, disseminate or communicate the Purchase Price or
any of the terms of this Agreement or this transaction or any agreement,
document or understanding pertinent to the instant transaction without the
consent of the other party, except (i) as required by law, (ii) to Purchaser’s
or Seller’s employees and advisors involved in the transaction or (iii) to
Purchaser’s prospective lenders or prospective investors.


 


(b)           Prior to the Closing Date, Purchaser and
Seller shall confer and agree on a press release to be issued jointly by
Purchaser and Seller disclosing the transaction and the appropriate time for
making such release.  Neither Purchaser
nor Seller shall issue any press releases (or other public statements) with
respect to the transaction contemplated in this Agreement without approval of
the other party.


 


(c)           Notwithstanding anything to the contrary
contained in this Section 34, Seller recognizes that SL Green Realty Corp., who
indirectly owns interests in Purchaser, is a public company and, accordingly,
Seller acknowledges and agrees that Purchaser or SL Green Realty Corp. may
disclose in press releases, filings with governmental authorities, financial
statements and/or other communications such information regarding the
transactions contemplated hereby as may be necessary or advisable under
securities laws, including without limitation, the Securities Act of 1933, as
amended, the Securities Exchange Act of 1934, as amended, and any, rules or
regulations thereunder, GAAP or other accounting rules or procedures or SL
Green Realty Corp.’s prior custom, practice or procedure.


 


(d)           The provisions of Section 34(a)
shall survive the termination of this Agreement and the provisions of Section
34(b) shall survive the termination hereof or the Closing.


 


35.           INTENTIONALLY DELETED


 


36.           MISCELLANEOUS


 


(a)           This Agreement may be executed in
multiple counterparts, each of which shall be deemed an original and together
constitute one and the same instrument.


 


38

















 


(b)           Any consent or approval to be given
hereunder (whether by Seller or Purchaser) shall not be effective unless the
same shall be given in advance of the taking of the action for which consent or
approval is requested and shall be in writing. 
Except as otherwise expressly provided herein, any consent or approval
requested of Seller or Purchaser may be withheld by Seller or Purchaser in its
sole and absolute discretion.


 


(c)           The agreements contained herein shall not
be construed in favor of or against either party, but shall be construed as if
both parties prepared this Agreement.


 


(d)           The provisions of this Section 36
shall survive the Closing or the termination hereof.


 


37.           BIFURCATION; SHARED SYSTEMS


 


(a)           Notwithstanding anything to the contrary
contained in this Agreement, Purchaser shall have the right at or before
Closing, and at no cost to Seller, to designate different grantees for each
building comprising the Premises (i.e., one grantee for the property commonly
known as 750 Third Avenue, New York, New York (the “750 Property”), and a different grantee for the property
commonly known as 485 Lexington Avenue, New York, New York (the “485 Property”)), provided SL Green Realty
Corp. (i) provides, directly or indirectly, at least thirty five percent (35%)
of the total equity necessary to close the transaction contemplated by this
Agreement and (ii) directs the day-to-day management of each such grantee and
whose consent is necessary for major decisions of each such grantee.  If Purchaser exercises the foregoing option,
the grantees, collectively, shall be considered “Purchaser” for purposes of
this Agreement.


 


(b)           At all times prior to the Master Lease
Termination Date, Seller shall cooperate with Purchaser to create all easements
and restrictive covenants which Purchaser reasonably deems necessary or
desirable for shared equipment and facilities to continue to operate both the
750 Property and the 485 Property substantially as presently operated by Seller.  Prior to the Closing Date, Seller shall
cooperate with Purchaser in Purchaser’s efforts, if any, to separately finance
the acquisition of the 750 Property and the 485 Property, including with regard
to the creation of the foregoing easements and restrictive covenants and the
bifurcation of the Master


 


39

















 


Lease, as Purchaser’s lender(s) may reasonably
require, provided same shall not adversely affect Seller’s rights under this
Agreement.


 


(c)           Any out-of-pocket costs reasonably
incurred by Seller in connection with Seller’s performing its obligations under
this Article 37 shall be reimbursed to Seller by Purchaser on the Closing Date.


 


38.           1031 EXCHANGE


 


(a)           Seller understands that Purchaser may
seek to structure the acquisition of the Property in such a way that will allow
Purchaser to take advantage of the provisions of Internal Revenue Code (the “Code”) Section 1031 governing tax free
exchanges and reorganizations. Seller shall reasonably cooperate with Purchaser
in such efforts at no cost or liability to Seller.  Purchaser reserves the right, in effectuating such like-kind
exchange, to assign its rights, but not its obligations, under this Agreement
to a Qualified Intermediary or Exchange Accommodation Transferee or other
similar functionary, and Seller hereby consents to such assignment.  Seller agrees to execute such reasonable
documents and otherwise to cooperate in such respects as may reasonably be
requested by Purchaser in order to enable Purchaser to carry out a like-kind
exchange as aforesaid.


 


(b)           Any out-of-pocket costs reasonably
incurred by Seller in connection with Seller’s performing its obligations under
this Article 38 shall be reimbursed to Seller by Purchaser on the Closing Date.


 


(c)           Purchaser shall indemnify, defend and
hold harmless Seller from and against any loss, cost, expense or damage arising
from the property being exchanged for the Premises pursuant to this Article 38.


 


39.           TERMINATION


 


Notwithstanding anything to the contrary contained
herein, in the event that this Agreement shall be terminated and the Deposit,
together with all interest accrued thereon, is returned to Purchaser, neither
party shall have any further rights or obligations hereunder, other than those
which expressly survive the termination hereof.


 


40

















 


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


 


 


	
   

  	
  SELLER:

  
	
   

  	
   

  
	
   

  	
  TEACHERS INSURANCE AND ANNUITY

  ASSOCIATION OF AMERICA

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
  PURCHASER:

  
	
   

  	
   

  
	
   

  	
  750-485 FEE OWNER LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name: Marc Holliday

  
	
   

  	
   

  	
  Title: President

  



 


SL GREEN REALTY CORP. is executing this Agreement
below to evidence its agreement to be liable for the obligations of Purchaser
as set forth in Sections 2(c), 3 (opening paragraph), 14, 17, 37(c) and 38(b)
and (c) only)


 


 


	
   

  	
  SL GREEN REALTY CORP.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name: Marc Holliday

  
	
   

  	
   

  	
  Title: President and Chief Executive Officer

  



 


41

















 


CHICAGO TITLE INSURANCE COMPANY is executing this
Agreement below to evidence its willingness to act as Escrow Agent in
accordance with the terms of this Agreement, to perform and be responsible for
the obligations of Escrow Agent under this Agreement and to acknowledge receipt
of the Deposit in accordance with Section 3(a) of this Agreement.


 


 


	
   

  	
  CHICAGO TITLE INSURANCE COMPANY

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


42

















 


Schedules


 


	
  A

  	
   

  	
  -

  	
   

  	
  Legal Description

  
	
  B

  	
   

  	
  -

  	
   

  	
  Existing Leases

  
	
  C

  	
   

  	
  -

  	
   

  	
  Schedule B of Commitment

  
	
  D

  	
   

  	
  -

  	
   

  	
  Brokerage Agreements

  
	
  E

  	
   

  	
  -

  	
   

  	
  Security Deposits

  
	
  F

  	
   

  	
  -

  	
   

  	
  Insurance Certificate

  



 


Exhibits


 


	
  1

  	
   

  	
  -

  	
   

  	
  Deed

  
	
  2

  	
   

  	
  -

  	
   

  	
  Affidavit in Lieu of Registration Statement

  
	
  3

  	
   

  	
  -

  	
   

  	
  Assignment and Assumption of Master Lease

  
	
  4

  	
   

  	
  -

  	
   

  	
  Bill of Sale

  
	
  5

  	
   

  	
  -

  	
   

  	
  Assignment and Assumption of Management Agreement

  
	
  6

  	
   

  	
  -

  	
   

  	
  Tenant Notification Letter (upon Closing)

  
	
  6-A

  	
   

  	
  -

  	
   

  	
  Tenant Notification Letter (upon Master Lease Termination)

  
	
  7

  	
   

  	
  -

  	
   

  	
  FIRPTA Affidavit

  
	
  8

  	
   

  	
  -

  	
   

  	
  Tenant Estoppel

  
	
  8-A

  	
   

  	
  -

  	
   

  	
  Seller Estoppel

  
	
  9

  	
   

  	
  -

  	
   

  	
  Master Lease

  
	
  10

  	
   

  	
  -

  	
   

  	
  TIAA Lease

  
	
  11

  	
   

  	
  -

  	
   

  	
  Intentionally Deleted

  
	
  12

  	
   

  	
  -

  	
   

  	
  Assignment and Assumption of Existing Leases

  
	
  13

  	
   

  	
  -

  	
   

  	
  Assignment, Assumption and Release of CBRE Management Agreement

  



 


 


43






















 


SCHEDULE A


 


LEGAL
DESCRIPTION


 


Parcel One


 


All that certain plot,
piece or parcel of land, situate, lying and being in the Borough of Manhattan,
County of New York, City and State of New York, bounded and described as
follow:


 


BEGINNING at the corner
formed by the intersection of the westerly side of Third Avenue with the
southerly side of East 47th Street;


 


RUNNING THENCE Westerly
along the southerly side of East 47th Street 230 feet 6 inches;


 


THENCE Southerly parallel
with said westerly side of Third Avenue 100 feet 5 inches to the center line of
the block;


 


THENCE Easterly along the
center line of the block 80 feet 6 inches;


 


Thence Southerly parallel
with said westerly side of Third Avenue 100 feet 5 inches to the northerly side
of East 46th Street;


 


THENCE Easterly along
said northerly side of East 46th Street 150 feet to the corner formed by the
intersection of said northerly side of East 46th Street with the said
westerly side of Third Avenue;


 


THENCE Northerly along
said westerly side of Third Avenue 200 feet 10 inches to the point or place of
BEGINNING.


 


Parcel Two


 


ALL that certain plot,
piece or parcel of land, situate, lying and being in the Borough of Manhattan,
County of New York, City and State of New York, bounded and described as
follows:


 


BEGINNING at the corner
formed by the intersection of the easterly side of Lexington Avenue with
the southerly side of East 47th Street; running


 


THENCE Easterly along the
southerly side of East 47th Street, 189 feet 6 inches;


 


THENCE Southerly and
parallel with said Lexington Avenue, 100 feet 5 inches to the center line of
the block;


 


THENCE Easterly and
parallel with East 47th Street, 80 feet 6 inches;


 


THENCE Southerly and
parallel with Lexington Avenue, 100 feet 5 inches to the northerly side of East
46th Street;


 


44

















 


THENCE Westerly along the
northerly side of East 46th Street, 270 feet to the easterly side of
Lexington Avenue;


 


THENCE Northerly along
the easterly side of Lexington Avenue, 200 feet 10 inches to the point or place
of BEGINNING.


 


45

















 


SCHEDULE B


 


EXISTING
LEASES


 


I.
750 THIRD AVENUE


 


	
  TENANT

  	
   

  	
  AGREEMENTS

  
	
   

  	
   

  	
   

  
	
  150 East 47th St. Pub,
  Inc. (“Connolly’s”)

  	
   

  	
  •      Lease, dated December 4, 1997 between Teachers
  Insurance and Annuity Association of America (“TIAA”) and Connolly’s

  •      Letter dated August 10, 1998 from TIAA to
  Connolly’s re:  Commencement Date

  
	
   

  	
   

  	
   

  
	
  B. Dalton Bookseller,
  Inc. (currently d/b/a Barnes & Noble)

  	
   

  	
  •      Lease, dated August 5, 1977 between C.I. Realty
  Investors and Marboro Bookshops Corp.

  •      Modification of Lease, dated December 1, 1979
  between Kenilworth Realty Trust and Barnes & Noble Booskstores, Inc.

  •      Landlord’s Consent, dated December 13, 1979

  •      Assignment and Assumption, dated December 13,
  1979 between Marboro Bookshops Corp., and Barnes & Noble Bookstores, Inc.

  •      Extension and Modification Agreement, dated
  October [   ], 1991 between TIAA and B. Dalton
  Bookseller, Inc.

  •      Second Extension and Modification Agreement, dated
  September 28, 2001 between TIAA and B. Dalton Bookseller, Inc.

  
	
   

  	
   

  	
   

  
	
  BSI Investment
  Advisors, LLC (“BSI”)

  	
   

  	
  •      Lease, dated June 7, 2002 between TIAA and BSI

  •      Guaranty of Lease, dated June 7, 2002 by BSI
  AG, Lugano Switzerland in favor of TIAA

  •      Commencement Date Agreement, dated June 24,
  2002 between TIAA and BSI

  •      Basement Space Confirmation Agreement dated
  September 30, 2002 between TIAA and BSI

  
	
   

  	
   

  	
   

  
	
  North Fork Bank

  	
   

  	
  •      Lease, dated October 10, 2003, between 

  



 

















 


	
   

  	
   

  	
  TIAA
  and North Fork Bank

  •      Letter, dated October 10, 2003, from TIAA to
  North Fork Bank 

  
	
   

  	
   

  	
   

  
	
  The Buckingham Research
  Group, Inc. (“BRG”)

  	
   

  	
  •      Lease, dated September 13, 2001 between TIAA
  and BRG

  •      Commencement Date Agreement, dated February 1,
  2002 between TIAA and BRG

  
	
   

  	
   

  	
   

  
	
  China Medical Board of
  New York, Inc. (“CMB”)

  	
   

  	
  •      Lease, dated December 30, 1985 between TIAA and
  CMB

  •      Amendment of Lease, dated May 15, 1988 between TIAA
  and CMB

  •      Second Amendment of Lease, dated May 12, 1995
  between TIAA and CMB

  
	
   

  	
   

  	
   

  
	
  Richard A. Eisner &
  Company, LLP (“RE”)

  	
   

  	
  •      Lease, dated January 11, 2001 between TIAA and
  RE

  •      64 Guaranties (various dates)

  •      Commencement Date Agreement, dated January 25,
  2002 between TIAA and RE

  •      First Amendment of Lease, dated May 1, 2002
  between TIAA and RE

  •      Letter dated May 14, 2002 from Hogan & Hartson
  to TIAA re:  official name change from
  RE to Eisner, LLP

  •      Letter dated July 25, 2002 from TIAA to Eisner,
  LLP re:  Rent Credit/New Rent
  Commencement Date 

  
	
   

  	
   

  	
   

  
	
  Federal Express
  Corporation (“FE”)

  	
   

  	
  •      Lease, dated February 18, 1993 between TIAA and
  FE

  •      Lease Modification Agreement dated
  July [   ], 1997 between TIAA and FE

  •      Second Amendment, dated April 22, 2003, between
  TIAA and FE

  
	
   

  	
   

  	
   

  
	
  First Commercial Bank
  (“FCB”)

  	
   

  	
  •      Lease, dated January 29, 2002 between TIAA and
  FCB

  •      Commencement Date Agreement, dated February 20,
  2002 between TIAA and FCB

  
	
   

  	
   

  	
   

  
	
  Fairchild Publication,
  Inc. (“FPI”)

  	
   

  	
  •      Lease, dated January 20, 2004 between FPI and
  TIAA

  •      Guaranty, dated January 20, 2004, by Advance
  Publications, Inc. in favor of TIAA

  
	
   

  	
   

  	
   

  
	
  RSM McGladrey, Inc. (“RSM”)

  	
   

  	
  •      Lease, dated June 14, 2002, between

  



 

















 


	
   

  	
   

  	
  TIAA
  and RSM

  •      Letter Agreement, dated June 14, 2002 by TIAA
  in favor of RSM

  •      Guaranty, dated June 14, 2002 by H&R Block,
  Inc., in favor of TIAA

  •      Commencement Date Agreement, dated August 5,
  2002 between TIAA and RSM

  •      First Amendment to Lease, dated August 8, 2002
  between TIAA and RSM

  
	
   

  	
   

  	
   

  
	
  SS&M Third Avenue
  Realty Corporation (“SSM”)

  	
   

  	
  •      Lease, dated November 22, 1991 between TIAA and
  SSM

  •      First Extension and Modification Agreement, dated
  September 23, 2002 between TIAA and SSM

  •      Letter Agreement, dated July 29, 1992, from
  TIAA to SSM

  •      Commencement Letter, undated from TIAA to SSM

  [Note: The date is
  missing.]

  



 


II.
485 Lexington Avenue


 


	
  TENANT

  	
   

  	
  AGREEMENTS

  
	
   

  	
   

  	
   

  
	
  Cohen Fashion Optical,
  Inc. (“Cohen”)

  	
   

  	
  •      Lease, dated August 5, 1977, between C.I.
  Realty Investors (“C.I.”) and
  Cohen Fashion Optical of 485 Lexington Avenue, Inc. (“485 Cohen”)

  •      Confirmation of Lease Term, dated January 27,
  1978, between C.I. and 485 Cohen

  •      Extension and Modification Agreement, dated
  January 31, 1990, between TIAA and 485 Cohen (“1990 Extension”)

  •      2nd Amendment and Extension Agreement,
  dated December 31, 2002, between TIAA and 485 Cohen. [Note: this document is not on the
  website]

  •      Correspondence re: 1990 Extension Agreement

  
	
   

  	
   

  	
   

  
	
  Duane Reade

  	
   

  	
  •      Lease, dated February 11, 1977, between C.I.
  and Duane Reade Corp.

  



 

















 


	
   

  	
   

  	
  •      Letter Agreement, dated March 19, 1985, from
  Tischman East Management Corp. (“Tischman”) to Duane Reade Drugs

  •      Amendment, dated May 1, 1985 between Tischman and
  Duane Reade Corp.

  •      Assignment and Assumption Agreement, dated
  April 26, 1985, from Duane Reade Corp. to Duane Reade

  •      Consent to Assignment, dated June 11, 1985, by
  WRC Props. as Landlord

  •      Extension and Modification Agreement, dated
  July 25, 1990, between TIAA and Duane Reade

  •      Agreement, dated April 1, 1991, between TIAA
  and Duane Reade

  •      Letter, dated April 4, 1991, from TIAA to Duane
  Reade

  •      Third Lease Extension and Modification Agreement,
  dated October 31, 2002, between TIAA and Duane Reade

  •      Correspondence re: cleanliness of windows (1984,
  1989)

  •      Correspondence re: certificate of insurance (1986)

  •      Correspondence re: assignment for lease (1984)

  
	
   

  	
   

  	
   

  
	
  Kinney System, Inc. (“Kinney”)

  	
   

  	
  •      Lease, dated March 28, 1977, between C.I. and
  Kinney

  •      First Amendment to Lease, dated March 1, 1980,
  between Kenilworth Realty Corporation (“Kenilworth”) and Kinney

  •      Agreement, dated September 24, 1980, between
  Kenilworth and Kinney

  •      Second Amendment, dated June 21, 1996, between
  TIAA and Kinney

  •      Correspondence by broker re: rent

  •      Correspondence re: Electric meter Installation

  •      Correspondence re: Kinney’s failure to maintain the
  leasehold

  



 

















 


	
  International Retail,
  L.L.C. (“Int’l Retail”)

  	
   

  	
  •      Standard Form of Store Lease with Rider, dated
  September 25, 1998, between TIAA and Int’l Retail

  



 

















 


SCHEDULE C


 


SCHEDULE B
OF COMMITMENT


 


(See Attached)


 

















 


SCHEDULE D


 


BROKERAGE
AGREEMENTS


 


 


[To Be Added]


 

















 


SCHEDULE E


 


SECURITY
DEPOSITS


 


750
Third Avenue

Tenant Security

As of 2/19/04


 


	
  Tenant Name

  	
   

  	
  Unit Ref #

  	
   

  	
  Cash
  Amount (1)

  	
   

  	
  Letter of
  Credit

  Amount

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  150 47th Street Pub (Connolly’s)

  	
   

  	
  B200

  	
   

  	
  59,272,00

  	
   

  	
   

  	
   

  
	
  Buckingham Research Group

  	
   

  	
  600

  	
   

  	
  678,636.00

  	
   

  	
   

  	
   

  
	
  Richard A. Eisner & Co.

  	
   

  	
  1400 – 1700

  	
   

  	
   

  	
   

  	
  4,710,384.00

  	
   

  
	
  BSI Investment Advisors, LLC

  	
   

  	
  2200

  	
   

  	
   

  	
   

  	
  508,350.00

  	
   

  
	
  SS& M Third Avenue

  	
   

  	
  2900

  	
   

  	
   

  	
   

  	
  47,230.00

  	
   

  
	
  Total Building 750 Third Avenue

  	
   

  	
   

  	
   

  	
  737,908.00

  	
   

  	
  5,265,964.00

  	
   

  



 


Note:


 












(1)     The
Cash Amount of Security scheduled above is the amount stated in the lease, it
does not take into account any undisbursed tenant interest earned.


 


485
Lexington Avenue

Tenant Security

As of 2/19/04


 


	
  Tenant Name

  	
   

  	
  Unit Ref #

  	
   

  	
  Cash
  Amount (1)

  	
   

  	
  Letter of
  Credit

  Amount

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  International Retail, LLC

  	
   

  	
  1300 & 1400

  	
   

  	
   

  	
   

  	
  203,695.00

  	
   

  



 

















 


SCHEDULE F


 


INSURANCE
CERTIFICATE


 


To be attached on
June 16, 2004


 

















 


EXHIBIT
1


 


BARGAIN
AND SALE DEED, WITHOUT COVENANTS

AGAINST GRANTOR’S ACTS


 


THIS INDENTURE is made this
           day of
                    ,
2004 between TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF AMERICA, a New York
corporation, with an office at 730 Third Avenue, New York, New York 10017 party
of the first part, and
                                                    ,
a
                                ,
with an office at
                                                                  ,
party of the second part,


 


W I T N E S S E T H, that the party of the first part, in consideration
of Ten ($10.00) dollars, lawful money of the United States, and other good and
valuable consideration paid by the party of the second part, does hereby grant
and release unto the party of the second part, the heirs or successors and
assigns of the party of the second part forever:


 


ALL those certain plots, pieces or parcels of land, with the buildings and
improvements thereon erected, situate, lying and being in the City and State of
New York, more particularly described in “Schedule A” attached hereto and
made a part hereof.


 


This conveyance is made
subject to easements, restrictions, covenants, conditions and reservations of
record, real estate taxes which are not yet due and payable, zoning laws,
regulations and ordinances of municipal and other governmental authorities, if
any.


 


TOGETHER with all right, title and interest, if any, of the
party of the first part in and to any streets and roads abutting the above
described premises to the center lines thereof,


 


TOGETHER with the appurtenances and all the estate and rights
of the party of the first part in and to said premises,


 


TO HAVE AND TO HOLD the premises herein granted unto the party of the
second part, the heirs or successors and assigns of the party of the second
part forever.


 


AND the party of the first part, in compliance with Section 13 of the
Lien Law, covenants that the party of the first part will receive the
consideration for this conveyance and will hold the right to receive such
consideration as a trust fund to be applied first for the purpose of paying the
cost of the improvement and will apply the same first to the payment of the
cost of the improvement before using any part of the total of the same for any
other purpose.  The word “party” shall
be construed as if it read “parties” whenever the sense of this indenture so
requires.


 

















 


IN WITNESS WHEREOF, the party of the first part has duly executed this
deed the day and year first above written.


 


 


	
  In presence of:

  	
  TEACHERS INSURANCE AND ANNUITY

  ASSOCIATION OF AMERICA

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
					



 


2

















 


	
  STATE OF NEW YORK

  	
  )

  
	
   

  	
  ) ss.:

  
	
  COUNTY OF NEW YORK

  	
  )

  



 


On the
           day of
                          ,
in the year 2004, before me, the undersigned, a Notary Public in and for said
State, personally appeared
                                  ,
a                                     
of TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF AMERICA, personally known to
me or proved to me on the basis of satisfactory evidence to be the individual
whose name is subscribed to the within instrument and acknowledged to me that
he executed the same in his capacity, and that by his signature on the
instrument, the individual, or the person upon behalf of which the individual
acted, executed the instrument.


 


	
   

  	
   

  
	
   

  	
  Notary Public

  



 


3

















 


Schedule A
- Legal Description


 


Parcel One


 


All that certain plot,
piece or parcel of land, situate, lying and being in the Borough of Manhattan,
County of New York, City and State of New York, bounded and described as
follow:


 


BEGINNING at the corner
formed by the intersection of the westerly side of Third Avenue with the
southerly side of East 47th Street;


 


RUNNING THENCE Westerly
along the southerly side of East 47th Street; 230 feet 6 inches;


 


THENCE Southerly parallel
with said westerly side of Third Avenue, 100 feet 5 inches to the center line
of the block;


 


THENCE Easterly along the
center line of the block 80 feet 6 inches;


 


Thence Southerly parallel
with said westerly side of Third Avenue 100 feet 5 inches to the northerly side
of East 46th Street;


 


THENCE Easterly along
said northerly side of East 46th Street 150 feet to the corner formed by the
intersection of said northerly side of East 46th Street with the said
westerly side of Third Avenue;


 


THENCE Northerly along
said westerly side of Third Avenue 200 feet 10 inches to the point or place of
BEGINNING.


 


Parcel Two


 


ALL that certain plot,
piece or parcel of land, situate, lying and being in the Borough of Manhattan,
County of New York, City and State of New York, bounded and described as
follows:


 


BEGINNING at the corner
formed by the intersection of the easterly side of Lexington Avenue with
the southerly side of East 47th Street; running


 


THENCE Easterly along the
southerly side of East 47th Street, 189 feet 6 inches;


 


THENCE Southerly and
parallel with said Lexington Avenue, 100 feet 5 inches to the center line of
the block;


 


THENCE Easterly and
parallel with East 47th Street, 80 feet 6 inches;


 


THENCE Southerly and
parallel with Lexington Avenue, 100 feet 5 inches to the northerly side of East
46th Street;


 


THENCE Westerly along the
northerly side of East 46th Street, 270 feet to the easterly side of
Lexington Avenue;


 


4

















 


THENCE Northerly along
the easterly side of Lexington Avenue, 200 feet 10 inches to the point or place
of BEGINNING.


 


5

















 


	
   

  	
  SECTION

  	
  5

  
	
  Bargain and Sale
  Deed

  	
  BLOCK

  	
  1301

  
	
  Without Covenant Against Grantor’s Arts

  	
  LOTS

  	
  33 and 23

  
	
   

  	
  COUNTY OR TOWN

  	
  New York

  
	
   

  	
  STREET ADDRESS

  	
  750 Third Avenue and

  485 Lexington Avenue

  
	
  TEACHERS INSURANCE AND ANNUITY

  ASSOCIATION OF AMERICA

  	
  TAX BILLING ADDRESS

  	
   

  
	
   

  	
   

  	
   

  
	
  TO

  	
   

  	
   

  
	
   

  	
  RETURN BY MAIL TO:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  



 


6

















 


EXHIBIT
2


 


AFFIDAVIT
IN LIEU OF REGISTRATION STATEMENT


 


	
  COUNTY OF NEW YORK

  	
  }

  
	
   

  	
  }:  ss

  
	
  STATE OF NEW YORK

  	
  }

  



 


                                    ,
being duly sworn, deposes and says:


 


1.                    I am personally familiar with the real
property known by the street addresses of 750 Third Avenue and 485 Lexington Avenue, New York,
Section 5, Block 1301,
Lots 33
and 23, and make this affidavit as Grantor in connection with a deed
which transfers an interest in the above real property and is dated
                          ,
2004, and is between TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF AMERICA, a
New York corporation, with an office at 730 Third Avenue, New York, New York
10017, as Grantor, and
                                  ,
a
                              
with an office at                                   .


 


2.                    The statements made in this affidavit are
true of my own knowledge and I submit this Affidavit in order that this
Instrument be accepted for recording without being accompanied by a
registration statement, as such is defined by article forty-on of title D
of chapter twenty-six of the Administrative Code of the City of New York.


 


3.                    Exemption from registration is claimed
because the Instrument does not affect an entire multiple dwelling such term is
defined by Section D26-1.07 (a) (7) of the Administrative Code of the City
of New York and Section 4 (7) of the Multiple Dwelling Law.  The Instrument does not affect a dwelling
which is or is to be occupied as the residence of three or more families
because it affects the following (check applicable item):


 


ý                  Commercial building


o                  One or two-family dwelling


o                  condominium unit in a multiple dwelling


o                  Cooperative corporation shares relating
to a single residential unit in a multiple dwelling


o                  Lease of commercial space in a multiple
dwelling


o                  mineral, gas, water, air or other similar
rights not affecting a multiple dwelling


o                  vacant land


 


4.                    I am aware that this affidavit is
required by law to be submitted in order that the Instrument be recorded or
accepted for record without being accompanied by registration statements.  I am aware that false statements made in
this affidavit may be punishable as a felony or misdemeanor under
Article 210 of the Penal Law or as an offense under Section 1151-9.0
of the Administrative Code of the City of New York.


 

















 


	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Address:  730 Third Avenue

  
	
   

  	
   

  	
  New
  York, New York 10017

  
	
   

  	
   

  	
  Telephone
  No. (212) 490-9000

  
	
  Sworn to Before
  Me this    

  	
   

  	
   

  
	
  of
                      ,
  2004

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Notary Public

  	
   

  	
   

  



 


2

















 


EXHIBIT 3


 


ASSIGNMENT AND ASSUMPTION OF MASTER LEASE


 


THIS
ASSIGNMENT AND ASSUMPTION OF MASTER LEASE (this “Assignment”) is
entered as of this          day of
          , 2004 by and
between TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF AMERICA, a New York
corporation with offices at 730 Third Avenue, New York, New York 10017 (“Assignor”)
and                                   ,
a
                    
with offices at
                                    
(“Assignee”).


 


WHEREAS,
in accordance with that certain Contract of Sale (the “Contract”) dated as of
                    ,
2004, between Assignor, as Seller, and Assignee, as Purchaser, Assignor has
agreed to convey to Assignee those certain premises located at 750 Third Avenue
and 485 Lexington Avenue, New York, New York 10017, as more particularly
described in the Contract (capitalized terms used and not otherwise defined
herein shall have the meanings ascribed to them in the Contract); and


 


WHEREAS,
Assignor desires to assign its interests as landlord in and Assignee desires to
accept the assignment of Assignor’s interest as landlord in and to the Master Lease,
on the terms and conditions provided herein including Assignee’s assumption of
Assignor’s obligations as landlord under the Master Lease.


 


NOW,
THEREFORE, IN CONSIDERATION of the purchase of the Premises by Assignee from
Assignor, and for $10.00 and other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:


 


1.                    Assignment of
Master Lease


 


Assignor
hereby assigns and transfers to Assignee as of the date hereof all of Assignor’s
right, title and interest as landlord in and to the Master Lease described in Exhibit
1 attached hereto and made a part hereof.


 


Assignee
hereby accepts the assignment of all of Assignor’s right, title and interest as
landlord in and to said Master Lease, and assumes all the obligations of
Assignor as landlord under and arising out of the Master Lease which are
applicable to the period from and after the date hereof.


 

















 


Assignor
shall indemnify, defend and hold harmless Assignee from and against any cost,
loss, expense, claims or liabilities arising in connection with the landlord’s
obligations under the Master Lease on or prior to the date hereof.


 


Assignee
shall indemnify, defend and hold harmless Assignor from and against any cost,
loss, expense, claims or liabilities arising in connection with the landlord’s
obligations under the Master Lease after the date hereof.


 


2.                    Non-recourse to
Assignor.


 


The
assignments and transfers of Assignor made pursuant to this Assignment and
Assignee’s acceptance of the same are without any representation (other than
the representation of due execution set forth in paragraph 4 hereof) or
warranty by Assignor and without any right of recourse against Assignor.


 


3.                    Successors and
Assigns.


 


All
of the covenants, terms and conditions set forth herein shall be binding upon
and inure to the benefit of the parties hereto and their respective heirs,
successors and assigns.


 


4.                    Authority.


 


Assignor
and Assignee covenant and represent to each other that they have the power and
authority to enter into this Assignment and that the persons duly executing
this Assignment on behalf of Assignor and Assignee have the requisite power and
authority to do so.


 


5.                    Counterparts.


 


This
Assignment 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
instrument.


 


2

















 


IN WITNESS WHEREOF, the parties
hereto have executed this Assignment as of the date first above written.


 


	
   

  	
  ASSIGNOR:

  
	
   

  	
   

  
	
   

  	
  TEACHERS
  INSURANCE AND ANNUITY

  ASSOCIATION OF AMERICA

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  ASSIGNEE:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  	
   

  
						



 


[Attach Exhibit 1]


 


3

















 


EXHIBIT 4


 


BILL OF SALE


 


THIS
BILL OF SALE (this “Assignment”) is entered as of this
       day of
                      ,
2004 by and between TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF AMERICA, a
New York corporation with offices at 730 Third Avenue, New York, New York 10017
(“Assignor”)
and
                                      ,
a                                 
with offices at                                                       
(“Assignee”).


 


WHEREAS,
in accordance with that certain Contract of Sale (the “Contract”) dated as of
                              ,
between Assignor, as Seller, and Assignee, as Purchaser, Assignor has agreed to
convey to Assignee those certain premises located at 750 Third Avenue and 485
Lexington Avenue, New York, New York, as more particularly described in the
Contract (capitalized terms used and not otherwise defined herein shall have
the meanings ascribed to them in the Contract); and


 


WHEREAS,
Assignor desires to assign its interests in and Assignee desires to accept the
sale of Assignor’s interest in various tangible and intangible property
affecting the Premises, on the terms and conditions provided herein.


 


NOW,
THEREFORE, IN CONSIDERATION of the purchase of the Premises by Assignee from
Assignor, and for $10.00 and other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:


 


1.  Assignment of Tangible and Intangible
Property.  Assignor hereby assigns
and transfers to Assignee all of Assignor’s right, title, claim and interest,
if any, in and to (i) all fixtures, furniture, furnishings, equipment,
machinery, inventory, appliances and other articles of tangible personal
property owned by Assignor and which are located at and used or usable in
connection with the operation of the Property as the owner thereof (as opposed
to as a tenant or occupant therein), and (ii) any intangible personal property
owned by Assignor and exclusively relating to the occupancy, use or operation
of the Premises as the owner thereof (as opposed to as a tenant or occupant
therein).


 


2.  Non-recourse to Assignor.  The sales and transfers of Assignor made
pursuant to this Assignment and Assignee’s acceptance of the same are without
any representation (other than the representation of due execution set forth in
paragraph 4 hereof) or warranty by Assignor and without any right of recourse
against Assignor.


 


3.  Successors and Assigns.  All of the covenants, terms and conditions
set forth herein shall be binding upon and inure to the benefit of the parties
hereto and their respective heirs, successors and assigns.


 


4.  Authority.  Assignor and Assignee covenant and represent to each other that
they have the power and authority to enter into this Assignment and that the
persons duly executing this Assignment on behalf of Assignor and Assignee have
the requisite power and authority to do so.


 

















 


5.  Counterparts.  This Assignment 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 instrument.


 


IN
WITNESS WHEREOF, the parties hereto have executed this Assignment as of the
date first above written.


 


	
   

  	
  ASSIGNOR:

  
	
   

  	
   

  
	
   

  	
  TEACHERS
  INSURANCE AND ANNUITY

  ASSOCIATION OF AMERICA

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  ASSIGNEE:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  	
   

  
						



 


2

















 


EXHIBIT
5


 


ASSIGNMENT
AND ASSUMPTION OF MANAGEMENT AGREEMENT


 

















 


EXHIBIT
6


 


TENANT
NOTIFICATION LETTER


 


 


                                ,
2004


 


To:  Tenants of
750 Third Avenue and 485 Lexington Avenue


 


Re:                750 Third Avenue and 485 Lexington
Avenue, New York, New York


 


Ladies and Gentlemen:


 


Please be advised that
750-485 FEE OWNER LLC (“Purchaser”) has purchased the captioned property in
which you occupy space as a tenant pursuant to a lease (the “Lease”) with
TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF AMERICA (“TIAA”), the previous
owner thereof.


 


In connection with such
purchase, TIAA has entered into a lease (the “Master Lease”) covering the
entire property and, accordingly, has not assigned its interest, as landlord,
in the Lease to Purchaser and has not transferred your security deposit, if
any, (the “Security Deposit”) to Purchaser.


 


All rental and other payments
that become due subsequent to the date hereof should continue to be paid to
TIAA in accordance with all existing procedures.


 


However, copies of all
notices from you to TIAA, as landlord under the Lease, concerning any matter
relating to your tenancy should also be sent to 750-485 FEE OWNER LLC at c/o SL
Green Realty Corp., 420 Lexington Avenue, New York, NY 10170 and CBRE at
                                        .  To the extent that your Lease requires you
to provide any certificate(s) of insurance to TIAA, as landlord, please contact
your insurance broker and request that a revised certificate(s) of insurance
naming TIAA and the Purchaser as an additional insured be forwarded to TIAA and
the notice party designated above.


 


 


	
   

  	
  Very
  truly yours,

  
	
   

  	
   

  
	
   

  	
  TEACHERS
  INSURANCE AND ANNUITY

  ASSOCIATION OF AMERICA

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  



 

















 


EXHIBIT
6-A


 


TENANT
NOTIFICATION LETTER


 


 


                                ,
2004


 


To:  Tenants of
750 Third Avenue and 485 Lexington Avenue


 


Re:                750 Third Avenue and 485 Lexington
Avenue, New York, New York


 


Ladies and Gentlemen:


 


You had been previously
advised that 750-485 FEE OWNER LLC (“Purchaser”) had purchased the captioned
property in which you occupy space as a tenant pursuant to a lease (the
“Lease”) with TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF AMERICA (“TIAA”),
the previous owner thereof.


 


In connection with such
purchase, TIAA had entered into a lease (the “Master Lease”) covering the
entire property and, accordingly, had not assigned its interest, as landlord,
in the Lease to Purchaser and had not transferred your security deposit, if
any, to Purchaser.


 


Please be advised that
the Master Lease has been terminated and Purchaser has succeeded to the
interests as landlord in and to the Lease.


 


By this letter, you are hereby directed (1) to make all checks, in
payment of rent and other sums due to the landlord under your Lease, payable to
the order of
“                                    ”,
and (2) to deliver such checks or otherwise make such payments to the following
address:


 


750-485 FEE OWNER LLC


 


 


The foregoing direction
is irrevocable, except with the written consent of Purchaser or Purchaser’s
mortgagee,
                        
(or its successors or assigns), notwithstanding any future contrary request or
direction from the undersigned or any other person other than
                        
(or its successors or assigns).  Thank
you for your cooperation.


 

















 


	
   

  	
  Very
  truly yours,

  
	
   

  	
   

  
	
   

  	
  TEACHERS
  INSURANCE AND ANNUITY

  ASSOCIATION OF AMERICA

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  



 


2

















 


EXHIBIT
7


 


FIRPTA
AFFIDAVIT


 


Section 1445
of the Internal Revenue Code provides that a transferee of a U.S. real property
interest must withhold tax if the transferor is a foreign person.  To inform
                                            ,
a                                     
(the “Transferee”)
that withholding of tax is not required upon the disposition of a U.S. real
property interest by TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF AMERICA, a
New York corporation, (the “Transferor”) the undersigned hereby
certifies the following on behalf of Transferor:


 


	
  1.

  	
   

  	
  Transferor is not a foreign corporation, foreign partnership, foreign
  trust, or foreign estate (as those items are defined in the Internal Revenue
  Code and Income Tax Regulations promulgated thereunder);

  
	
   

  	
   

  	
   

  
	
  2.

  	
   

  	
  Transferor’s U.S. employer identification number is 13-1624203; and

  
	
   

  	
   

  	
   

  
	
  3.

  	
   

  	
  Transferor’s office address is:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  730 Third Avenue, New York, N.Y. 
  10017.

  



 


The
Transferor understands that this Certification may be disclosed to the Internal
Revenue Service by transferee and that any false statement contained herein
could be punished by fine, imprisonment, or both.


 


Under
penalties of perjury I declare that I have examined this Certification and to
the best of my knowledge and belief it is true, correct and complete, and I
further declare that I have the authority to sign this document on behalf of
Transferor.


 


 


	
   

  	
  TEACHERS
  INSURANCE AND ANNUITY

  ASSOCIATION OF AMERICA

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Dated: 
                  ,
  2004

  	
   

  



 


3

















 


EXHIBIT
8


 


TENANT
ESTOPPEL


 


 


 


Re:                Lease dated
                            
(the “Lease”)
between Teachers Insurance and Annuity Association of America (“Landlord”)
and
                            
(“Tenant”),
for certain premises (the “Premises”) located at 750 Third Avenue
or 485 Lexington Avenue, New York, NY (the “Property”)


 


Ladies and Gentlemen:


 


The
undersigned, has been advised that
                              
(“Purchaser”) intends to acquire the Property from Landlord.  The undersigned hereby certifies as follows:


 


	
  1.

  	
   

  	
  A complete and accurate
  description of the Lease is attached hereto as Exhibit A, and there
  are no agreements between Tenant and Landlord relating to the leasing of the
  Premises other than as expressly set forth in the attached Exhibit A;

  
	
   

  	
   

  	
   

  
	
  2.

  	
   

  	
  The term of the Lease
  commenced on
                      
  and expires on
                        ;

  
	
   

  	
   

  	
   

  
	
  3.

  	
   

  	
  The Lease is in full
  force and effect;

  
	
   

  	
   

  	
   

  
	
  4.

  	
   

  	
  Tenant has accepted
  possession of the Premises as being in full compliance with the Lease and is
  in full occupancy and possession thereof;

  
	
   

  	
   

  	
   

  
	
  5.

  	
   

  	
  There are no disputes,
  defenses or counterclaims to the full enforcement of the Lease by Landlord;

  
	
   

  	
   

  	
   

  
	
  6.

  	
   

  	
  Rent and other charges
  required under the Lease have commenced to accrue.  The current monthly base rental is $and has been paid through
                        .  No rent or other charges under the Lease
  has been paid more than 30 days in advance;

  
	
   

  	
   

  	
   

  
	
  7.

  	
   

  	
  There are no defaults
  under the Lease by Landlord or Tenant nor has any event occurred which, by
  the giving of notice or passage of time, or both, would constitute an event
  of default by either Landlord or Tenant thereunder;

  
	
   

  	
   

  	
   

  
	
  8.

  	
   

  	
  Neither the undersigned
  nor the Landlord under the Lease has commenced any action or given or
  received any notice for the purpose of terminating the Lease;

  
	
   

  	
   

  	
   

  
	
  9.

  	
   

  	
  The undersigned has no
  option or right of first refusal to purchase the Premises, the Property or
  any portion thereof;

  



 

















 


	
  10.

  	
   

  	
  Tenant has paid a
  security deposit in the amount of $in the form of
                      
  pursuant to the Lease; and

  
	
   

  	
   

  	
   

  
	
  11.

  	
   

  	
  The person executing
  this certification is duly authorized to execute the same on behalf of
  Tenant.

  



 


This
certification is being provided by the undersigned to Landlord and Purchaser
and Tenant agrees that the information and statements contained herein may be
relied upon by Landlord, Purchaser, and any lender to Purchaser which acquires
a lien on the Property.


 


 


	
   

  	
  [                                         ]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Dated: 
                                ,
  2004

  	
   

  



 


2

















 


EXHIBIT
8-A


 


SELLER
ESTOPPEL


 


 


 


Re:                Lease dated
                            
(the “Lease”)       between Teachers Insurance and Annuity Association of
America (“Landlord”) and
                            
(“Tenant”),
for certain premises (the “Premises”) located at 750 Third Avenue
or 485 Lexington Avenue, New York, NY (the “Property”)


 


Ladies and Gentlemen:


 


The
undersigned acknowledges that 705-485 FEE OWNER LLC (“Purchaser”) intends to
acquire the Property from Landlord.  The
undersigned hereby certifies as follows:


 


	
  1.

  	
   

  	
  A complete and accurate
  description of the Lease is attached hereto as Exhibit A, and there
  are no agreements between Tenant and Landlord relating to the leasing of the
  Premises other than as expressly set forth in the attached Exhibit A;

  
	
   

  	
   

  	
   

  
	
  2.

  	
   

  	
  The term of the Lease
  commenced on
                      
  and expires on
                        ;

  
	
   

  	
   

  	
   

  
	
  3.

  	
   

  	
  The Lease is in full
  force and effect;

  
	
   

  	
   

  	
   

  
	
  4.

  	
   

  	
  Tenant has accepted
  possession of the Premises as being in full compliance with the Lease and is
  in full occupancy and possession thereof;

  
	
   

  	
   

  	
   

  
	
  5.

  	
   

  	
  To Landlord’s
  knowledge, there are no disputes, defenses or counterclaims to the full
  enforcement of the Lease by Landlord;

  
	
   

  	
   

  	
   

  
	
  6.

  	
   

  	
  Rent and other charges
  required under the Lease have commenced to accrue.  The current monthly base rental is $and has been paid through
                        .  No rent or other charges under the Lease
  has been paid more than 30 days in advance;

  
	
   

  	
   

  	
   

  
	
  7.

  	
   

  	
  To Landlord’s
  knowledge, there are no defaults under the Lease by Landlord or Tenant nor
  has any event occurred which, by the giving of notice or passage of time, or
  both, would constitute an event of default by either Landlord or Tenant
  thereunder;

  
	
   

  	
   

  	
   

  
	
  8.

  	
   

  	
  Neither the undersigned
  nor, to Landlord’s knowledge, the Tenant under the Lease has commenced any
  action or given or received any notice for the purpose of terminating the
  Lease;

  
	
   

  	
   

  	
   

  
	
  9.

  	
   

  	
  Tenant has no option or
  right of first refusal to purchase the Premises, the Property or any portion
  thereof;

  



 

















 


	
  10.

  	
   

  	
  Tenant has paid a
  security deposit in the amount of $in the form of
                      
  pursuant to the Lease; and

  
	
   

  	
   

  	
   

  
	
  11.

  	
   

  	
  The person executing
  this certification is duly authorized to execute the same on behalf of
  Landlord.

  



 


This
certification is being provided by the undersigned to Purchaser and Landlord
agrees that the information and statements contained herein may be relied upon
by Purchaser and any lender to Purchaser which acquires a lien on the Property.


 


	
   

  	
  Teachers
  Insurance and Annuity Association of

  America

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Dated: 
                                ,
  2004

  	
   

  



 


2

















 


EXHIBIT
9


 


MASTER
LEASE


 


(See Attached)


 


3

















 


EXHIBIT
10


 


TIAA
LEASE


 


(See Attached)


 

















 


EXHIBIT
11


 


Intentionally
Deleted


 

















 


EXHIBIT 12


 


ASSIGNMENT AND ASSUMPTION OF EXISTING LEASES


 


THIS
ASSIGNMENT AND ASSUMPTION OF EXISTING LEASES (this “Assignment”) is
entered as of this          day of
          , 2004 by and
between TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF AMERICA, a New York
corporation with offices at 730 Third Avenue, New York, New York 10017 (“Assignor”)
and
                                  ,
a                     
with offices at
                                    
(“Assignee”).


 


WHEREAS,
in accordance with that certain Contract of Sale (the “Contract”) dated as of
                    ,
2004, between Assignor, as Seller, and Assignee, as Purchaser, Assignor has
conveyed to Assignee those certain premises located at 750 Third Avenue and 485
Lexington Avenue, New York, New York 10017, as more particularly described in
the Contract (capitalized terms used and not otherwise defined herein shall
have the meanings ascribed to them in the Contract); and


 


WHEREAS,
Assignee has leased the Premises to Assignor pursuant to the Master Lease and
the Master Lease has expired; and


 


WHEREAS,
Assignor desires to assign its interests in and Assignee desires to accept the
assignment of Assignor’s interest in and to the Existing Leases, on the terms
and conditions provided herein including Assignee’s assumption of Assignor’s
obligations under the Existing Leases.


 


NOW,
THEREFORE, IN CONSIDERATION of the purchase of the Premises by Assignee from
Assignor, and for $10.00 and other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:


 


1.                    Assignment of
Existing Leases


 


Assignor
hereby assigns and transfers to Assignee as of the date hereof all of
Assignor’s right, title and interest in and to the Existing Leases described in
Exhibit 1 attached hereto and made a part hereof, including any security
deposits held by Assignor thereunder.


 


Assignee
hereby accepts the assignment of all of Assignor’s right, title and interest in
and to said Existing Leases, and assumes all the obligations of Assignor under
and arising out of the Existing Leases which are applicable to the period from
and after the date hereof and the obligations of Assignor respecting the
security deposits turned over to Assignee and Assignee shall hold Assignor
harmless and free from any liability with reference to said security deposits
to the extent same is received by or credited to Assignee.


 

















 


Assignor
shall indemnify, defend and hold harmless Assignee from and against any cost,
loss, expense, claims or liabilities arising in connection with any of the
Existing Leases on or prior to the date hereof.


 


Assignee
shall indemnify, defend and hold harmless Assignor from and against any cost,
loss, expense, claims or liabilities arising in connection with any of the
Existing Leases after the date hereof.


 


2.                    Non-recourse to
Assignor.


 


The
assignments and transfers of Assignor made pursuant to this Assignment and
Assignee’s acceptance of the same are without any representation (other than
the representation of due execution set forth in paragraph 4 hereof) or
warranty by Assignor and without any right of recourse against Assignor.


 


3.                    Successors and
Assigns.


 


All
of the covenants, terms and conditions set forth herein shall be binding upon
and inure to the benefit of the parties hereto and their respective heirs,
successors and assigns.


 


4.                    Authority.


 


Assignor
and Assignee covenant and represent to each other that they have the power and
authority to enter into this Assignment and that the persons duly executing
this Assignment on behalf of Assignor and Assignee have the requisite power and
authority to do so.


 


5.                    Counterparts.


 


This
Assignment 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
instrument.


 


2

















 


IN WITNESS WHEREOF, the parties
hereto have executed this Assignment as of the date first above written.


 


	
   

  	
  ASSIGNOR:

  
	
   

  	
   

  
	
   

  	
  TEACHERS
  INSURANCE AND ANNUITY

  ASSOCIATION OF AMERICA

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  ASSIGNEE:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  	
   

  
						



 


[Attach Exhibit 1]


 


3

















 


EXHIBIT 13


 


TERMINATION OF CBRE MANAGEMENT AGREEMENT


 


[CBRE to provide a letter
acknowledging termination of the Management Agreement and agreeing not to look
to Purchaser or its successors or assignees with respect to any amounts due or
becoming due thereunder.]


 

















 


EXHIBIT 14


 


CHICAGO TITLE INSURANCE COMPANY


 


 


ALTA 10-17-92 OWNER’S COVERAGE


 


SUBJECT TO THE EXCLUSIONS
FROM COVERAGE, THE EXCEPTIONS FROM COVERAGE CONTAINED IN SCHEDULE B AND
THE CONDITIONS AND STIPULATIONS, CHICAGO TITLE INSURANCE COMPANY, a Missouri
Corporation (The Company), insures as of the Date of Policy shown in
Schedule A, against loss or damage, not exceeding the Amount of Insurance
stated in Schedule A, sustained or incurred by the insured by reason of:


 


	
  1.

  	
   

  	
  Title to the estate or interest described in Schedule A being
  vested in other than as stated therein;

  
	
   

  	
   

  	
   

  
	
  2.

  	
   

  	
  Any defect in or lien or encumbrance on the title;

  
	
   

  	
   

  	
   

  
	
  3.

  	
   

  	
  Unmarketability of title;

  
	
   

  	
   

  	
   

  
	
  4.

  	
   

  	
  Lack of a right of access to and from the land;

  
	
   

  	
   

  	
   

  
	
  5.

  	
   

  	
  Any statutory lien for services, labor or materials furnished prior
  to the date hereof, and which has now gained or which may hereafter gain
  priority over the estate or interest as shown in Schedule A of this
  policy.

  



 


The Company will also pay
the costs, attorneys’ fees and expenses incurred in defense of the title, as
insured, but only to the extent provided in the Conditions and Stipulations.


 


 


EXCLUSIONS FROM COVERAGE — OWNER’S


 


The following matters
will be expressly excluded from the coverage of the policy and the Company will
not pay loss or damage, costs, attorneys’ fees or expenses which arise by
reason of:


 


	
  1.

  	
   

  	
  (a)

  	
   

  	
  Any law, ordinance or government regulation (including but not
  limited to building and zoning laws, ordinances, or regulations) restricting,
  regulating, prohibiting or relating to (i) the occupancy, use, or
  enjoyment of the land; (ii) the character, dimensions or location of any
  improvement now or hereafter erected on the land; (iii) a separation in
  ownership or a change in the dimensions or area of the land or any parcel of
  which the land is or was a part; or (iv) environmental protection, or
  the effect of any violation of these laws, ordinances or governmental
  regulations, except to the extent that a notice of the enforcement thereof or
  a notice of a defect,

  



 

















 


	
   

  	
   

  	
   

  	
   

  	
  lien or encumbrance resulting from a violation or alleged violation
  affecting the land has been recorded in the public records at Date of Policy.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (b)

  	
   

  	
  Any governmental police power not excluded by (a) above, except to
  the extent that a notice of the exercise thereof or a notice of a defect,
  lien or encumbrance resulting from a violation or alleged violation affecting
  the land has been recorded in the public records at Date of Policy.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  2.

  	
   

  	
  Rights of eminent domain unless notice of the exercise thereof has
  been recorded in the public records at Date of Policy, but not excluding from
  coverage any taking which has occurred prior to Date of Policy which would be
  binding on the rights of a purchaser for value without knowledge.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  3.

  	
   

  	
  Defects, liens, encumbrances, adverse claims or other matters:

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (a)

  	
   

  	
  created, suffered, assumed or agreed to by the insured claimant;

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (b)

  	
   

  	
  not known to the Company, not recorded in the public records at Date
  of Policy, but known to the insured claimant and not disclosed in writing to
  the Company by the insured claimant prior to the date the insured claimant
  became insured under this policy;

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (c)

  	
   

  	
  resulting in no loss or damage to the insured claimant;

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (d)

  	
   

  	
  attaching or created subsequent to Date of Policy; or

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (e)

  	
   

  	
  resulting in loss or damage which would not have been sustained if
  the insured claimant had paid value for the estate or interest insured by
  this policy.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  4.

  	
   

  	
  Any claim, which arises out of the transaction vesting in the insured
  the estate or interest insured by this policy, by reason of the operation of
  federal bankruptcy, state insolvency, or similar creditors’ rights laws that
  is based on:

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (i)

  	
   

  	
  the transaction creating the estate or interest insured by this
  policy being deemed a fraudulent conveyance or fraudulent transfer; or

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (ii)

  	
   

  	
  the transaction creating the estate or interest insured by this
  policy being deemed a preferential transfer, except where the preferential
  transfer results from the failure;

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  (a)

  	
  to timely record the instrument of transfer; or

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  (b)

  	
  of such recordation to impart notice to a purchaser for value or a
  judgment or lien creditor.

  



 


2

















 


SPECIAL NEW YORK COVERAGE — OWNER’S


 


If the recording date of the
instruments creating the insured interest is later than the policy date, such
policy shall also cover intervening liens or encumbrances, except real estate
taxes, assessments, water charges and sewer rents.


 


3