Exhibit 10.4


Sixth Amendment to the


First Amended and Restated Agreement


of Limited Partnership


of


SL Green Operating Partnership, L.P.


This Amendment (this “Amendment”) is made as of June
30, 2006 by SL Green Realty Corp., a Maryland corporation, as managing general
partner (the “Company” or the “Managing General Partner”) of SL
Green Operating Partnership, L.P., a Delaware limited partnership (the “Partnership”),
and as attorney-in-fact for the Persons named on Exhibit A to
the First Amended and Restated Agreement of Limited Partnership of SL Green
Operating Partnership L.P., dated as of August 20, 1997, as amended from
time to time (the “Partnership Agreement”), for the purpose of amending
the Partnership Agreement.  Capitalized
terms used herein and not defined shall have the meanings given to them in the
Partnership Agreement.


WHEREAS, the Managing General Partner has determined
that, in connection with the acquisition by the Partnership of the real and
personal property located at 609 Fifth Avenue, New York, New York, as more
explicitly described in Section 1.2 of that certain Contribution and
Recapitalization Agreement (the “Contribution Agreement”) dated as of
April 10, 2006 by and among the Partnership, 609 Owners LLC, Jeff Sutton, an
individual, Eli Gindi, an individual, Jeffrey Gindi, an individual, JS 609 LLC,
a New York limited liability company, EG 609 LLC, a New York limited liability
company, and JRG 609 LLC, a New York limited liability company, it is necessary
to amend the Partnership Agreement to create additional Partnership Units (as
defined in the Partnership Agreement).


NOW, THEREFORE, in consideration of the premises and
for other good and valuable consideration, the receipt and sufficiency of which
hereby are acknowledged, the Managing General Partner hereby amends the
Partnership Agreement as follows:


1.             Article 1 of the Partnership Agreement is hereby
amended by adding the following definitions:


“Series E Preferred Units” means the
series of Partnership Units established pursuant to this Agreement,
representing units of Limited Partnership Interest designated as the 5.0%
Series E Cumulative Redeemable Preferred Units, with the preferences,
rights, voting powers, restrictions, limitations as to distributions,
qualifications and terms and conditions of redemption of units as described
herein; and


2.             In accordance with Section 4.02.A of the
Partnership Agreement, set forth below are the terms and conditions of the
Series E Preferred Units hereby established and issued to 609 Partners Sub
A LLC, 609 Partners Sub B LLC and 609 Partners Sub C LLC (collectively, the “Series
E Holder”):


A.            Designation and Number.  A series of
Partnership Units, designated as Series E Preferred Units, is hereby
established.  The number of Series E
Preferred Units shall be 63,890,632.06, of which 31,945,316.02 shall be issued
to 609 Partners Sub A LLC, 15, 972,658.02 shall be issued to 609 Partners Sub B
LLC and 15,972,658.02 shall be issued to 609 Partners Sub C LLC.









 



 


B.            Rank.  The Series E Preferred
Units, with respect to rights to the payment of dividends and the distribution
of assets upon the liquidation, dissolution or winding up of the Partnership,
rank (a) senior to all Partnership Interests issued by the Partnership the
terms of which specifically provide that such Partnership Interests rank junior
to the Series E Preferred Units; (b) on a parity with all Partnership
Interests issued by the Partnership the terms of which specifically provide
that such Partnership Interests rank on a parity with the Series E Preferred
Units, including any Partnership Interests issued by the Partnership in
connection with the acquisition of a property after the date hereof; and
(c) junior to the Class A Units, Class B Units, 7.625% Series C
Cumulative Redeemable Preferred Units, the 7.875% Series D Cumulative
Redeemable Preferred Units and all Partnership Interests issued by the
Partnership the terms of which specifically provide that such Partnership
Interests rank senior to the Series E Preferred Units; provided, however,
the Series E Preferred Units shall not rank junior to (but may rank on a parity
with) any Partnership Interests issued by the Partnership in connection with
the acquisition of a property after the date hereof.


C.            Distributions.


(i)            Pursuant to Section 5.01 of the
Partnership Agreement but subject to the rights of holders of any Partnership
Interests ranking senior to the Series E Preferred Units as to the payment
of distributions, the Series E Holder shall be entitled to receive, when, as
and if authorized by the Managing General Partner, out of Available Cash,
cumulative quarterly preferential cash distributions in an amount per unit
equal to 5.00% per annum (equivalent to a fixed annual amount of $.05 per
unit).  Distributions on the
Series E Preferred Units shall accrue and be fully cumulative from the
date of original issuance and shall be payable quarterly when, as and if
authorized by the Managing General Partner, in equal amounts in arrears on the
fifteenth day of each January, April, July and October or, if not a business
day, the next succeeding business day (each, a “Series E Preferred Unit
Distribution Payment Date”).  Any
distribution (including the initial distribution) payable on the Series E
Preferred Units for any partial distribution period shall be prorated and
computed on the basis of a 360-day year consisting of twelve 30-day
months.  Distribution period shall mean
the period from and the date of original issuance and ending on and excluding
the next Series E Preferred Unit Distribution Payment Date, and each
subsequent period from but including such Series E Preferred Unit
Distribution Payment Date and ending on and excluding the next following
Series E Preferred Unit Distribution Payment Date.


(ii)           No distribution on the Series E
Preferred Units shall be authorized by the Managing General Partner or declared
or paid or set apart for payment by the Partnership at such time as the terms
and provisions of any agreement of the Managing General Partner or the
Partnership, including any agreement relating to its indebtedness, prohibits
such authorization, declaration, payment or setting apart for payment or
provides that such authorization, declaration, payment or setting apart for
payment would constitute a breach thereof, or a default thereunder, or if such
authorization, declaration, payment or setting apart for payment shall be
restricted or prohibited by law.  No
interest, or sum of money in lieu of interest, shall be payable in respect of
any distribution payment or payments on the Series E Preferred Units which
may be in arrears.


(iii)          Notwithstanding the foregoing,
distributions with respect to the Series E Preferred Units shall
accumulate whether or not any of the foregoing restrictions exist, whether or
not there is sufficient Available Cash for the payment thereof and whether or
not such distributions are authorized. 
Accumulated but unpaid distributions on Series E Preferred Units
shall bear interest at 5.00% and the Series E Holder shall not be entitled to
any distributions in excess of full cumulative distributions.  Any distribution payment made on the
Series E Preferred Units shall first be credited against the earliest
accumulated but unpaid distribution due with respect to such units which remains
payable.



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(iv)          Except as provided in subsection
2.C.(v), unless full cumulative distributions have been or contemporaneously
are declared and paid or authorized, declared and a sum sufficient for the
payment thereof set apart for such payment on the Series E Preferred Units
for all past distribution periods and the then current distribution period, no
distributions (other than in Partnership Interests ranking junior to the
Series E Preferred Units as to the payment of dividends and the
distribution of assets upon any liquidation, dissolution or winding up of the
Partnership) shall be authorized, declared or paid or set apart for payment nor
shall any other distribution be authorized, declared or made upon any  Partnership Interests ranking, as to the
payment of distributions or the distribution of assets upon any liquidation,
dissolution or winding up of the Partnership, junior to or on a parity with the
Series E Preferred Units for any period, nor shall any Partnership
Interests ranking junior to or on a parity with the Series E Preferred
Units as to the payment of distributions or the distribution of assets upon any
liquidation, dissolution or winding up of the Partnership, be redeemed,
purchased or otherwise acquired for any consideration (or any moneys be paid to
or made available for a sinking fund for the redemption of any such Partnership
Interests) by the Partnership (except by conversion into or exchange for
Partnership Interests ranking junior to the Series E Preferred Units as to
the payment of distributions and the distribution of assets upon any
liquidation, dissolution or winding up of the affairs of the Partnership).


(v)           When distributions are not paid in
full (or a sum sufficient for such full payment is not so set apart) upon the
Series E Preferred Units and any other Partnership Interests ranking on a
parity as to the payment of distributions with the Series E Preferred
Units, all distributions authorized and declared upon the Series E
Preferred Units and any other Partnership Interests ranking on a parity as to
the payment of distributions with the Series E Preferred Units shall be
declared pro rata so that the amount of distributions authorized and declared
per Series E Preferred Unit and such other Partnership Interests shall in
all cases bear to each other the same ratio that accumulated distributions per
each Series E Preferred Unit and such other Partnership Interests (which
shall not include any accumulation in respect of unpaid distributions for prior
distribution periods if such other Partnership Interests do not have a cumulative
distribution) bear to each other.


(vi)          The Series E Holder shall not be
entitled to any distribution, whether payable in cash, property or Partnership
Interests, in excess of full cumulative distributions on the Series E
Preferred Units as described above. 
Accrued but unpaid distributions on the Series E Preferred Units
will accumulate as of the Series E Preferred Units Distribution Payment
Date on which they first become payable.


D.            Allocations.


Allocations of the Partnership’s items of income,
gain, loss and deduction shall be allocated to the Series E Holder in
accordance with Article VI of the Partnership Agreement.


E.             Liquidation Preference.


(i)            In the event of any voluntary or
involuntary liquidation, dissolution or winding up of the Partnership, the
Series E Holder shall be entitled to receive out of the assets of the
Partnership available for distribution to the Partners pursuant to
Section 13.02.A of the Partnership Agreement a liquidation preference of
$1.00 per Series E Preferred Unit, plus an amount equal to any accumulated
and unpaid distributions (whether or not earned or authorized) to the date of
payment (collectively, the “Liquidation Value”), before any distribution
of assets is made to holders of any 
Partnership Interests that rank junior to the Series E Preferred
Units as to the distribution of assets upon the liquidation, dissolution or
winding up of the Partnership, but subject to the preferential rights of the
holders of Partnership Interests ranking senior to the Series E Preferred
Units as to the distribution of assets upon the liquidation, dissolution or
winding up of the Partnership.



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(ii)           If upon any such voluntary or
involuntary liquidation, dissolution or winding up of the Partnership, the
assets of the Partnership legally available for distribution to its Partners
are insufficient to make such full payment to the Series E Holder and the
corresponding amounts payable on all other Partnership Interests ranking on a
parity with the Series E Preferred Units as to the distribution of assets
upon the liquidation, dissolution or winding up of the Partnership, then the
Series E Holder shall share ratably in any such distribution of assets in
proportion to the full liquidating distributions (including, if applicable,
accumulated and unpaid distributions) to which they would otherwise be
respectively entitled.


(iii)          After payment of the full amount of
the liquidating distributions to which it is entitled, the Series E Holder
shall have no right or claim to any of the remaining assets of the Partnership.


(iv)          None of a consolidation or merger of
the Partnership with or into another entity, a merger of another entity with or
into the Partnership, a statutory unit exchange by the Partnership or a sale,
lease or conveyance of all or substantially all of the Partnership’s property
or business shall be considered a liquidation, dissolution or winding up of the
affairs of the Partnership.


F.             Redemption.


The Series E Holder shall have the right to require
the Partnership to redeem the Series E Preferred Units in accordance with
the Partnership Agreement.  The
redemption price per Series E Preferred Unit shall be paid by the
Partnership in cash and shall be in an amount equal to the liquidation
preference plus all dividends accumulated and unpaid (whether or not earned or
authorized) on such Series E Preferred Units to the date of such
redemption.  From and after the
applicable redemption date, the Series E Preferred Units so redeemed shall
no longer be outstanding and all rights hereunder, to distributions or
otherwise, with respect to such Series E Preferred Units shall cease.


G.            Voting
Rights.


Except as required by applicable law, the Series E
Holder shall have no voting rights.


H.            Conversion.


The Series E Preferred Units are not convertible
into or exchangeable for any other property or securities of the Partnership.


I.              Restriction on Ownership.


Except as set forth in
Section 2(F) above, the Series E Holder may not offer for sale, sell, contract
to sell, pledge or otherwise dispose of any of the Series E Preferred
Units.


3.             Except as modified herein, all terms and conditions of
the Partnership Agreement shall remain in full force and effect, which terms
and conditions the Managing General Partner hereby ratifies and confirms.


4.             This Amendment shall be construed and enforced in
accordance with and governed by the laws of the State of Delaware, without
regard to conflicts of law.


5.             If any provision of this Amendment is or becomes
invalid, illegal or unenforceable in any respect, the validity, legality and
enforceability of the remaining provisions contained herein shall not be
affected thereby.



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IN WITNESS WHEREOF, the undersigned have executed this
Amendment as of the date first set forth above.


SL GREEN REALTY CORP.,

a Maryland corporation, as Managing General

Partner of SL Green Operating

Partnership, L.P. and on behalf of existing

Limited Partners


By:                                                                                                      


Name:


Title:


 



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