EXHIBIT 2.5
ASSIGNMENT AND ASSUMPTION OF AGREEMENT
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FOR GOOD AND VALUABLE CONSIDERATION, the receipt and adequacy of which
is hereby acknowledged, Green 17 Battery LLC ("Assignor") hereby assigns to
SLG 17 Battery LLC ("Assignee") all of Assignor's right, title and interest
in and to that certain Amended and Restated Agreement of Sale (the
"Agreement"), dated as of June 27, 1997, between Assignor and 17 Battery
Associates LLC, and Assignee hereby assumes all of Assignor's obligations and
liabilities under the Agreement.
IN WITNESS WHEREOF, Assignor and Assignee have duly executed this
Assignment as of December 19, 1997.
GREEN 17 BATTERY LLC,
a New York limited liability company
By: /s/Xxxxxxxx X. Xxxxxxx
__________________________________
Name: Xxxxxxxx X. Xxxxxxx
SLG 17 BATTERY LLC,
a New York limited liability company
By: XX Xxxxx Operating Partnership, L.P.,
its sole member
By: XX Xxxxx Realty Corp.,
its general partner
By: /s/ Xxxxxxxx X. Xxxxxxx
_____________________________
Xxxxxxxx X. Xxxxxxx
Executive Vice President