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
1
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