Exhibit 10.15


 


EXECUTION COPY


 


AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT


 


This REGISTRATION RIGHTS AGREEMENT (this “Agreement”),
is amended and restated as of December 3, 2004, and entered into by and among
Gramercy Capital Corp., a Maryland corporation (the “Company”),
and SL Green Operating Partnership, L.P., a Delaware limited partnership (the “Holder”).  Capitalized terms not otherwise defined
herein shall have the meanings ascribed to them in Section 1 hereto.


 


 


RECITAL


 


This AGREEMENT is made in connection with the Subscription Agreement
for the purchase of the Company’s common stock, par value $0.001 per share (the
“Common Shares”) between the Company
and each Holder, dated the date hereof. 
In order to induce each Holder to purchase Common Shares, the Company
agrees to provide the registration rights provided for in this Agreement to
each Holder and its direct and indirect transferees.


 


AGREEMENT


 


NOW, THEREFORE, in consideration of the premises and the mutual
promises and covenants contained in this Agreement, and for other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto hereby agree as follows:


 


Section 1.                    Definitions.  As used in this Agreement, the following
terms shall have the following meanings:


 


“Affiliate”  shall mean, when used with reference to a
specified Person, (i) any Person that directly or indirectly through one or
more intermediaries, Controls or is Controlled by or is under common Control
with the specified Person; (ii) any Person who, from time to time, is a member
of the Immediate Family of a specified Person; (iii) any Person who, from time
to time, is an officer or director or manager of a specified Person; or (iv)
any Person who, directly or indirectly, is the beneficial owner of 50% or more
of any class of equity securities or other ownership interests of the specified
Person, or of which the specified Person is directly or indirectly the owner of
50% or more of any class of equity securities or other ownership interests.


 


“Adverse Effect” shall
have the meaning set forth in Section 3(e) hereof.


 


“Agreement” shall mean this
Registration Rights Agreement as originally executed and as amended,
supplemented or restated from time to time.


 


“Board” shall mean the Board of
Directors of the Company.


 


“Business Day”  shall mean each day other than a Saturday, a
Sunday or any other day on which banking institutions in the State of New York
are authorized or obligated by law or executive order to be closed.


 


“Common Shares” shall mean the
shares of common stock of the Company, par value $0.001 per share, held by
Holders from time to time.


 


“Commission” shall mean the
Securities and Exchange Commission and any successor thereto.


 





















 


“Company” shall have the
meaning set forth in the introductory paragraph hereof.


 


“Control” (including the terms “Controlling,” “Controlled
by” and “under common Control with”)
shall mean the possession, direct or indirect, of the power to direct or cause
the direction of the management and policies of a Person through the ownership
of Voting Power, by contract or otherwise.


 


“Demand Party” shall have
the meaning set forth in Section 3(a) hereof.


 


“Exchange Act” shall mean the
Securities Exchange Act of 1934, as amended (or any corresponding provision of
succeeding law) and the rules and regulations thereunder.


 


“Holders” shall mean SL Green
Operating Partnership, L.P., in its capacity as a holder of Registrable
Securities, and any transferree of the Registrable Securities.  For purposes of this Agreement, the Company
may deem and treat the registered holder of a Registrable Security as each
Holder and absolute owner thereof, unless notified to the contrary in writing
by the registered Holder thereof.


 


“Person” shall mean any
individual, partnership, corporation, limited liability company, joint venture,
association, trust, unincorporated organization or other governmental or legal
entity.


 


“Public Offering” shall mean
any offering of Registrable Securities to the public pursuant to an effective registration
statement filed with the Commission under the Securities Act, or any comparable
document under any similar federal statute then in force.


 


“Registrable Securities” shall
mean the Common Shares; provided, however, such Registrable
Securities shall cease to be Registrable Securities when (A) a registration
statement with respect to the sale of such Registrable Securities shall have
become effective under the Securities Act and all such Registrable Securities
shall have been disposed of in accordance with such registration statement, (B)
such Registrable Securities shall have been sold in accordance with Rule 144
(or any successor provision) under the Securities Act, (C) such Registrable
Securities become eligible to be publicly sold without limitation as to amount
or manner of sale pursuant to Rule 144(k) (or any successor provision) under
the Securities Act, or (D) such Registrable Securities have ceased to be
outstanding.


 


“Registration Expenses” shall
mean (i) the fees and disbursements of counsel and independent public
accountants for the Company incurred in connection with the Company’s
performance of or compliance with this Agreement, including the expenses of any
special audits or “comfort” letters required by or incident to such performance
and compliance, and any premiums and other costs of policies of insurance
obtained by the Company against liabilities arising out of the sale of any
securities and (ii) all registration, filing and stock exchange fees, all fees
and expenses of complying with securities or “blue sky” laws, all fees and
expenses of custodians, transfer agents and registrars, all printing expenses,
messenger and delivery expenses; provided, however, “Registration
Expenses” shall not include any out-of-pocket expenses of each Holder,
legal fees and expenses of any counsel to a Holder, transfer taxes,
underwriting or brokerage commissions or discounts associated with effecting
any sales of Registrable Securities that may be offered, which expenses shall
be borne by each Holder individually or on a pro rata
basis with respect to the Registrable Securities so sold.


 


“Securities Act” shall mean the
Securities Act of 1933, as amended (or any successor corresponding provision of
succeeding law), and the rules and regulations thereunder.


 


“Shelf Registration Statement”
shall have the meaning set forth in Section 2(a) hereof.


 


“Stand-Off Period” shall have
the meaning set forth in Section 6 hereof.


 


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“Voting Power” shall mean
voting securities or other voting interests ordinarily (and apart from rights
accruing under special circumstances) having the right to vote in the election
of board members or Persons performing substantially equivalent tasks and
responsibilities with respect to a particular entity.


 


Section 2.                    Shelf
Registrations.


 


a.               Shelf
Registration.  The Company agrees to
file with the Commission no later than August 31, 2005 and during a period of
time that the issuer of the Registrable Securities is eligible to use Form S-3
(or any similar or successor form), a registration statement under the
Securities Act on Form S-3 (or any similar or successor form) for the offering
on a continuous or delayed basis in the future of the Registrable Securities
(the “Shelf Registration Statement”), and
will use commercially reasonable efforts to cause such Shelf Registration
Statement to be declared effective by the Commission as soon as practicable
thereafter.  The Shelf Registration
Statement shall be on an appropriate form and the registration statement and
any form of prospectus included therein (or prospectus supplement relating
thereto) shall reflect the plan of distribution or method of sale as each
Holder may from time to time notify the Company.


 


b.              Effectiveness.  The Company shall use commercially reasonable
efforts to keep the Shelf Registration Statement continuously effective for the
period beginning on the date on which the Shelf Registration Statement is
declared effective and ending on the date that all of the Registrable Securities
registered under the Shelf Registration Statement cease to be Registrable
Securities.  During the period that the
Shelf Registration Statement is effective, the Company shall supplement or make
amendments to the Shelf Registration Statement, if required by the Securities
Act or if reasonably requested by each Holder (whether or not required by the
form on which the securities are being registered), including to reflect any
specific plan of distribution or method of sale, and shall use its commercially
reasonable efforts to have such supplements and amendments declared effective,
if required, as soon as practicable after filing.  Without limiting the foregoing, if there is
an increase in the number of Registrable Securities and any of the Registrable
Securities as so increased are not then registered under the Shelf Registration
Statement (the “Unregistered Securities”),
the Company shall promptly supplement or make amendments to the Shelf
Registration Statement or file an additional Shelf Registration Statement to
register the Unregistered Securities, and shall use its commercially reasonable
efforts to have such supplements, amendments or additional Shelf Registration
Statement declared effective, if required, as soon as practicable after filing.


 


Section 3.                    Registration
on Request.


 


a.               Request.  If, at any time after August 31, 2005, the
Company (i) is not eligible to use Form S-3 or (ii) has failed to file the
Shelf Registration, any Holder or the Holders (individually or collectively, as
the case may be, the “Demand Party”)
may request in writing that the Company effect the registration under the
Securities Act of all of the Common Shares held by such Demand Party.  Any such request will specify (i) the number
of Common Shares proposed to be sold and (ii) the intended method of
disposition thereof.  Subject to the
other provisions of this Section 3, the Company shall promptly give written
notice of such requested registration to each Holder that is not a Demand Party,
and thereupon will, as expeditiously as possible, use its commercially
reasonable efforts to effect the registration under the Securities Act of the
Common Shares which the Company has been so requested to register by the Demand
Party.


 


b.              Registration
Statement Form.  The Company shall
select the registration statement form for any registration pursuant to this
Section 3; provided, however, that if any registration requested
pursuant to this Section 3 which is proposed by the Company to be effected by
the filing of a registration statement on Form S-3 (or any successor or similar
short-form registration statement) shall be in


 


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connection with an
underwritten public offering, and if the managing underwriter shall advise the
Company in writing that, in its opinion, the use of another form of
registration statement is of material importance to the success of such
proposed offering, then such registration shall be effected on such other form.


 


c.               Effective
Registration Statement.  A
registration requested pursuant to this Section 3 will not be deemed to have
been effected:


 


(i)                                     unless
a registration statement with respect thereto has become effective and remained
effective in compliance with the provisions of the Securities Act with respect
to the disposition of all Common Shares covered by such registration statement
until the earlier of (x) such time as all of such Common Shares have been
disposed of in accordance with the intended methods of disposition thereof set
forth in such registration statement or (y) one-hundred-eighty (180) days after
the effective date of such registration statement, except with respect to any
registration statement filed pursuant to Rule 415 under the Securities Act, in
which case the Company shall use its commercially reasonable efforts to keep
such registration statement effective until such time as all of the Common
Shares cease to be Registrable Shares; provided,  that if the failure of any such registration
statement to become or remain effective in compliance with this Section 3 is
due solely to acts or omissions of the applicable Holders, such registration
requested pursuant to this Section 3 will be deemed to have been effected;


 


(ii)                                  if
after it has become effective, the registration statement is interfered with by
any stop order, injunction or other order or requirement of the SEC or other
governmental agency or authority and does not thereafter become effective; or


 


(iii)                               if
the conditions to closing specified in the underwriting agreement, if any,
entered into in connection with such registration are not satisfied or waived,
other than by reason of a failure on the part of the Demand Party or other
Holders.


 


d.              Underwritten
Offering. If, at the election of the Demand Party, a requested registration
pursuant to this Section 3 is to involve an underwritten offering, the
investment banker(s), underwriter(s) and manager(s) for such registration shall
be selected by the Holders of a majority of the Common Shares which the Company
has been requested to register; provided, however, that such
investment banker(s), underwriter(s) and manager(s) shall be reasonably
satisfactory to the Company.


 


e.               Priority
in Requested Registrations.  If a
requested registration pursuant to this Section 3 involves an underwritten
offering and the managing underwriter advises the Company in writing that, in
its opinion, the number of securities to be included in such registration would
be likely to have an adverse effect on the price, timing or distribution of the
securities to be offered in such offering as contemplated by the Holders (an “Adverse Effect”), then the Company
shall include in such registration Common Shares requested to be included in
such registration by the Demand Party and all other Holders of Common Shares
pursuant to this Section 3 on a pro rata basis
based on the number of Common Shares requested to be included, to the extent
that the managing underwriter believes that such Common Shares can be sold in
such offering without having an Adverse Effect. 
If the managing underwriter of any underwritten offering shall advise
the Holders participating in a registration pursuant to this Section 3 that the
Common Shares covered by the registration statement cannot be sold in such
offering within a price range acceptable to the Demand Party, then the Demand
Party shall have the right to notify the Company that it has determined that
the registration statement be abandoned or withdrawn, in which event the
Company shall abandon or withdraw such registration statement.


 


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Section 4.                    Black-Out
Periods.


 


Notwithstanding anything herein to the contrary, the Company shall have
the right, exercisable from time to time by delivery of a notice authorized by
the Board, on not more than two occasions in any 12-month period, to require
each Holder not to sell pursuant to a registration statement or similar
document under the Securities Act filed pursuant to this Agreement or to
suspend the effectiveness thereof if at the time of the delivery of such notice,
the Board has considered a plan to engage no later than 60 days following the
date of such notice in a firm commitment underwritten public offering or if the
Board has reasonably and in good faith determined that such registration and
offering, continued effectiveness or sale would materially interfere with any
material transaction involving the Company; provided, however,
that in no event shall the black-out period extend for more than 60 days on any
such occasion.  The Company, as soon as
practicable, shall (i) give each Holder prompt written notice in the event that
the Company has suspended sales of Registrable Securities pursuant to this Section
3, (ii) give each Holder prompt written notice of the completion of such
offering or material transaction and (iii) promptly file any amendment
necessary for any registration statement or prospectus of each Holder in
connection with the completion of such event.


 


The Holder agrees by acquisition of the Registrable Securities that
upon receipt of any notice from the Company of the happening of any event of
the kind described in this Section 3, such Holder will forthwith discontinue
its disposition of Registrable Securities pursuant to the registration
statement relating to such Registrable Securities until such Holder’s receipt
of the notice of completion of such event.


 


Section 5.                    Registration
Procedures.


 


a.               In
connection with the filing of any registration statement as provided in this
Agreement, the Company shall, as expeditiously as reasonably practicable:


 


(i)                                     prepare
and, in any event within thirty (30) days after the end of the period within
which a request for registration may be given to the Company, file with the
Commission the requisite registration statement (including a prospectus therein
and any supplement thereto) to effect such registration and use its
commercially reasonable efforts to cause such registration statement to become
effective; provided, however, that before filing such
registration statement or any amendments or supplements thereto, the Company
will furnish copies of all such documents proposed to be filed to counsel for
the sellers of Registrable Securities covered by such registration statement
and provide reasonable time for such sellers and their counsel to comment upon
such documents if so requested by a Holder;


 


(ii)                                  prepare
and file with the Commission such amendments and supplements to such
registration statement and the prospectus used in connection therewith as may
be necessary to maintain the effectiveness of such registration and to comply
with the provisions of the Securities Act with respect to the disposition of
all securities covered by such registration statement during the period in
which such registration statement is required to be kept effective;


 


(iii)                               furnish
to each Holder of the securities being registered, without charge, such number
of conformed copies of such registration statement and of each such amendment
and supplement thereto (in each case including all exhibits) other than those
which are being incorporated into such registration statement by reference,
such number of copies of the prospectus contained in such registration
statements (including each complete prospectus and any summary prospectus) and
any other prospectus filed under Rule 424 under the Securities Act in


 


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conformity with the requirements of the Securities
Act, and such other documents, including documents incorporated by reference,
as each Holder may reasonably request;


 


(iv)                              use
its commercially reasonable efforts to register or qualify all Registrable
Securities under such other securities or “blue sky” laws of such jurisdictions
as each Holder and the underwriters of the securities being registered, if any,
shall reasonably request, to keep such registration or qualification in effect
for so long as such registration statement remains in effect, and take any
other action which may be reasonably necessary or advisable to enable each
Holder to consummate the disposition in such jurisdiction of the securities
owned by each Holder, except that the Company shall not for any such purpose be
required to qualify generally to do business as a foreign company or to
register as a broker or dealer in any jurisdiction where it would not otherwise
be required to qualify but for this Section 4(a)(iv), or to consent to general
service of process in any such jurisdiction, or to be subject to any material
tax obligation in any such jurisdiction where it is not then so subject;


 


(v)                                 promptly
notify each Holder at any time when the Company becomes aware that a prospectus
relating thereto is required to be delivered under the Securities Act, of the
happening of any event as a result of which the prospectus included in such
registration statement, as then in effect, includes an untrue statement of a
material fact or omits to state any material fact required to be stated therein
or necessary to make the statements therein not misleading in light of the
circumstances under which they were made, and, at the request of each Holder,
promptly prepare and furnish to each Holder a reasonable number of copies of a
supplement to or an amendment of such prospectus as may be necessary so that,
as thereafter delivered to the purchasers of such securities, such prospectus
shall not include an untrue statement of a material fact or omit to state a
material fact required to be stated therein or necessary to make the statements
therein not misleading in the light of the circumstances under which they were
made;


 


(vi)                              use
its commercially reasonable efforts to comply or continue to comply in all
material respects with the Securities Act and the Exchange Act and with all
applicable rules and regulations of the Commission thereunder so as to enable
each Holder to sell its Registrable Securities pursuant to Rule 144 promulgated
under the Securities Act, as further agreed to in Section 9 hereof;


 


(vii)                           make
available to its security holders, as soon as reasonably practicable, an
earnings statement covering the period of at least 12 months, but not more than
18 months, beginning with the first calendar month after the effective date of
such registration statement, which earnings statement shall satisfy the
provisions of Section 11(a) of the Securities Act;


 


(viii)                        provide
a transfer agent and registrar and a CUSIP number for all Registrable
Securities covered by such registration statement not later than the effective
date of such registration statement;


 


(ix)                                use
its commercially reasonable efforts to cooperate with each Holder to facilitate
the timely preparation and delivery of certificates representing Registrable
Securities to be sold and not bearing any Securities Act legend; and enable
certificates for such Registrable Securities to be issued for such number of
shares and registered in such names as each Holder may reasonably request in
writing at least two Business Days prior to any sale of Registrable Securities;


 


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(x)                                   use
its commercially reasonable efforts to list all Registrable Securities covered
by such registration statement on any securities exchange or national quotation
system on which any such class of securities is then listed or quoted and cause
to be satisfied all requirements and conditions of such securities exchange or national
quotation system to the listing or quoting of such securities that are
reasonably within the control of the Company including, without limitation,
registering the applicable class of Registrable Securities under the Exchange
Act, if appropriate, and using commercially reasonable efforts to cause such
registration to become effective pursuant to the rules of the Commission;


 


(xi)                                in
connection with any sale, transfer or other disposition by each Holder of any
Registrable Securities pursuant to Rule 144 promulgated under the Securities
Act, use its commercially reasonable efforts to cooperate with such Holder to
facilitate the timely preparation and delivery of certificates representing the
Registrable Securities to be sold and not bearing any Securities Act legend,
and enable certificates for such Registrable Securities to be for such number
of shares and registered in such name as each Holder may reasonably request in
writing at least three Business Days prior to any sale of Registrable
Securities;


 


(xii)                             notify
each Holder, promptly after it shall receive notice thereof, of the time when
such registration statement, or any post-effective amendments to the
registration statement, shall have become effective, or a supplement to any
prospectus forming part of such registration statement has been filed or when
any document is filed with the Commission which would be incorporated by
reference into the prospectus;


 


(xiii)                          notify
each Holder of any request by the Commission for the amendment or supplement of
such registration statement or prospectus for additional information;


 


(xiv)                         advise
each Holder, promptly after it shall receive notice or obtain knowledge
thereof, of (A) the issuance of any stop order, injunction or other order or
requirement by the Commission suspending the effectiveness of such registration
statement or the initiation or threatening of any proceeding for such purpose
and use all commercially reasonable efforts to prevent the issuance of any stop
order, injunction or other order or requirement or to obtain its withdrawal if
such stop order, injunction or other order or requirement should be issued, (B)
the suspension of the registration of the subject shares of the Registrable
Securities in any state jurisdiction and (C) the removal of any such stop
order, injunction or other order or requirement or proceeding or the lifting of
any such suspension;


 


(xv)                            use
its commercially reasonable efforts (taking into account the interests of the
Company) to make available the executive officers of the Company to participate
with the Holders and any underwriters in “road shows” or other selling efforts
that may be reasonably requested by the Holders in connection with the methods
of distribution for the Registrable Securities; and


 


(xvi)                         if
such offering is an underwritten offering, enter into such agreements
(including an underwriting agreement in such form, scope and substance as is
customary in underwritten offerings) and take all such other appropriate and
reasonable actions requested by Holders (including those reasonably requested
by the managing underwriters) in order to expedite or facilitate the
disposition of such Registrable Securities, and in such connection, (i) use
commercially reasonable efforts to obtain opinions of counsel to the Company
and updates thereof (which opinions (in such form, scope and substance) shall
be reasonably satisfactory to the managing underwriters and counsel to
Holders), addressed to each Holder and each of the underwriters as to the
matters customarily covered in opinions requested in underwritten offerings


 


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and such other matters as may be reasonably requested
by such counsel and underwriters; (ii) use commercially reasonable efforts to
obtain “comfort” letters and updates thereof from the independent certified
public accountants of the Company (and, if necessary, any other independent
certified public accountants of any subsidiary of the Company or of any
business acquired by the Company for which financial statements and financial
data are, or are required to be, included in the Registration Statement),
addressed to each Holder (unless such accountants shall be prohibited from so
addressing such letters by applicable standards of the accounting profession)
and each of the underwriters, such letters to be in customary form and covering
matters of the type customarily covered in “comfort” letters in connection with
underwritten offerings; and (iii) if requested and if an underwriting agreement
is entered into, provide indemnification provisions and procedures
substantially to the effect set forth in Section 6 of this Agreement with
respect to all parties to be indemnified pursuant to Section 6 of this
Agreement.  The above shall be done at
each closing under such underwriting or similar agreement, or as and to the
extent required thereunder.


 


b.              In
connection with the filing of any registration statement covering Registrable
Securities, each Holder shall furnish in writing to the Company such
information regarding itself (and any of its Affiliates), the Registrable
Securities to be sold, the intended method of distribution of such Registrable
Securities and such other information requested by the Company as is necessary
or advisable for inclusion in the registration statement relating to such
offering pursuant to the Securities Act. 
Such writing shall expressly state that it is being furnished to the
Company for use in the preparation of a registration statement, preliminary
prospectus, supplementary prospectus, final prospectus or amendment or
supplement thereto, as the case may be.


 


Each Holder agrees by acquisition of the Registrable Securities that
(i) upon receipt of any notice from the Company of the happening of any event
of the kind described in Section 4(a)(v), such Holder will forthwith
discontinue its disposition of Registrable Securities pursuant to the
registration statement relating to such Registrable Securities until such
Holder’s receipt of the copies of the supplemented or amended prospectus
contemplated by Section 4(a)(v); (ii) upon receipt of any notice from
the Company of the happening of any event of the kind described in clause (A)
of Section 4(a)(xiv), such Holder will discontinue its disposition of
Registrable Securities pursuant to such registration statement until such
Holder’s receipt of the notice described in clause (C) of Section 4(a)(xiv);
and (iii) upon receipt of any notice from the Company of the happening of any
event of the kind described in clause (B) of Section 4(a)(xiv), each Holder will
discontinue its disposition of Registrable Securities pursuant to such
registration statement in the applicable state jurisdiction(s) until such
Holder’s receipt of the notice described in clause (C) of Section 4(a)(xiv).


 


Section 6.                    Indemnification.


 


a.               Indemnification
by the Company. The Company agrees to indemnify and hold harmless each
Holder, its partners, officers, directors, trustees, stockholders, employees,
agents and investment advisers, and each Person, if any, who controls each
Holder within the meaning of the Securities Act or the Exchange Act, together
with the partners, officers, directors, trustees, stockholders, employees,
agents and investment advisers of such controlling person, against any losses,
claims, damages, liabilities and expenses (including, without limitation,
reasonable attorneys’ fees), joint or several, to which each Holder or any such
indemnitees may become subject under the Securities Act, the Exchange Act, any
federal or state law or otherwise, insofar as such losses, claims, damages,
liabilities and expenses (or actions or proceedings, whether commenced or
threatened, in respect thereof) arise out of or are based upon any untrue
statement or alleged untrue statement of any material fact contained in the
registration statement under which such Registrable Securities were registered
and sold under the Securities Act, any preliminary prospectus, final prospectus
or summary prospectus contained therein, or


 


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any amendment or supplement
thereto, or arising out of or based upon any omission or alleged omission to
state therein a material fact required to be stated therein or necessary to
make the statements therein, in light of the circumstances under which they
were made, not misleading or any violation of the Securities Act or state
securities laws or rules thereunder by the Company relating to any action or
inaction by the Company in connection with such registration, and the Company
will reimburse each Holder for any reasonable legal or any other expenses
reasonably incurred by it in connection with investigating or defending any
such loss, claim, liability, action or proceedings; provided, however,
that the Company shall not be liable in any such case to a Holder to the extent
that any such loss, claim, damage, liability (or action or proceeding in
respect thereof) or expense arises out of or is based upon an untrue statement
or alleged statement or omission or alleged omission made in such registration
statement, any such preliminary prospectus, final prospectus, summary
prospectus, amendment or supplement in reliance upon and in conformity with
written information furnished to the Company by such Holder specifically
stating that it is for use in the preparation thereof; and provided, further,
that the Company shall not be liable to such Holder or any other Person who
controls each Holder within the meaning of the Securities Act or the Exchange
Act in any such case to the extent that any such loss, claim, damage, liability
(or action or proceeding in respect thereof) or expense arises out of such
Person’s failure to send or give a copy of the final prospectus or supplement
to the Persons asserting an untrue statement or alleged untrue statement or
omission or alleged omission at or prior to the written confirmation of the
sale of Registrable Securities to such Person if such statement or omission was
corrected in such final prospectus or supplement.  Such indemnity shall remain in full force and
effect regardless of any investigation made by or on behalf of each Holder or
any such controlling Person and shall survive the transfer of such securities
by each Holder.


 


b.              Indemnification
by each Holder. The Holder agrees to indemnify and hold harmless (in the
same manner and to the same extent as set forth in Section 5(a)) the
Company, each member of the Board, each officer, employee, agent and investment
adviser of the Company and each other Person, if any, who controls any of the
foregoing within the meaning of the Securities Act or the Exchange Act, with
respect to any untrue statement or alleged untrue statement of a material fact
in or omission or alleged omission to state a material fact from such
registration statement, any preliminary prospectus, final prospectus or summary
prospectus contained therein, or any amendment or supplement thereto, if such
untrue statement or alleged untrue statement or omission or alleged omission
was made in reliance upon and in conformity with written information furnished
to the Company by such Holder regarding such Holder giving such indemnification
specifically stating that it is for use in the preparation of such registration
statement, preliminary prospectus, final prospectus, summary prospectus,
amendment or supplement.  Such indemnity
shall remain in full force and effect regardless of any investigation made by
or on behalf of the Company or any such Board member, officer, employee, agent,
investment adviser or controlling Person and shall survive the transfer of such
securities by any Holder.  The obligation
of a Holder to indemnify will be several and not joint, among the Holders and
the liability of each such Holder of Registrable Securities will be in
proportion to and limited in all events to the net amount received by such
Holder from the sale of Registrable Securities pursuant to such registration
statement.


 


c.               Notices
of Claims, etc.  Promptly after
receipt by an indemnified party of notice of the commencement of any action or
proceeding involving a claim referred to in the preceding paragraphs of this Section
5, such indemnified party will, if a claim in respect thereof is to be made
against an indemnifying party, give written notice to the latter of the
commencement of such action; provided, however, that the failure
of any indemnified party to give notice as provided herein shall not relieve
the indemnifying party of its obligations under the preceding paragraphs of
this Section 5, except to the extent that the indemnifying party is
actually prejudiced by such failure to give notice.  In case any such action is brought against an
indemnified party, unless in such indemnified party’s reasonable judgment a
conflict of interest between such indemnified and indemnifying parties may
exist in respect of such claim, the indemnifying party shall be entitled to
assume the defense thereof, for itself, if applicable, together


 


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with any other
indemnified party similarly notified, and after notice from the indemnifying
party to such indemnified party of its election so to assume the defense
thereof, the indemnifying party shall not be liable to the indemnified party
for any legal or other expenses subsequently incurred by the latter in
connection with the defense thereof.


 


d.              Indemnification
Payments.  To the extent that the
indemnifying party does not assume the defense of an action brought against the
indemnified party as provided in Section 5(c), the indemnified party (or
parties if there is more than one) shall be entitled to the reasonable legal expenses
of common counsel for the indemnified party (or parties).  In such event, however, the indemnifying
party will not be liable for any settlement effected without the written
consent of such indemnifying party, which consent shall not be unreasonably withheld.  The indemnification required by this Section
5 shall be made by periodic payments of the amount thereof during the
course of an investigation or defense, as and when bills are received or
expense, loss, damage or liability is incurred. 
The indemnifying party shall not settle any claim without the consent of
the indemnified party unless such settlement involves a complete release of
such indemnified party without any admission of liability by the indemnified
party.


 


e.               Contribution.  If, for any reason, the foregoing indemnity
is unavailable, or is insufficient to hold harmless an indemnified party, then
the indemnifying party shall contribute to the amount paid or payable by the
indemnified party as a result of the expense, loss, damage or liability, (i) in
such proportion as is appropriate to reflect the relative fault of the
indemnifying party on the one hand and the indemnified party on the other
(determined by reference to, among other things, whether the untrue or alleged
untrue statement of a material fact or omission relates to information supplied
by the indemnifying party or the indemnified party and the parties’ relative
intent, knowledge, access to information and opportunity to correct or prevent
such untrue statement or omission) or (ii) if the allocation provided by
subclause (i) above is not permitted by applicable law or provides a lesser sum
to the indemnified party than the amount hereinafter calculated, in the
proportion as is appropriate to reflect not only the relative fault of the
indemnifying party and the indemnified party, but also the relative benefits
received by the indemnifying party on the one hand and the indemnified party on
the other, as well as any other relevant equitable considerations.  No indemnified party guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Securities Act)
shall be entitled to contribution from any indemnifying party who was not
guilty of such fraudulent misrepresentation, and the liability for contribution
of each Holder will be in proportion to and limited in all events to the net
amount received by each Holder from the sale of Registrable Securities pursuant
to such registration statement.


 


Section 7.                    Market
Stand-Off Agreement.  The Holder
hereby agrees that it shall not, to the extent requested by the Company or an
underwriter of securities of the Company, directly or indirectly sell, offer to
sell (including without limitation any short sale), grant any option or
otherwise transfer or dispose of any Registrable Securities (other than to
donees or partners of each Holder who agree to be similarly bound) within seven
days prior to and for up to 90 days following the effective date of a
registration statement of the Company filed under the Securities Act (except the
Shelf Registration Statement filed for the benefit of the Holders pursuant to
this Agreement) or the date of an underwriting agreement with respect to an
underwritten public offering of the Company’s securities (the “Stand-Off Period”); provided, however, that:


 


a.               with
respect to the Stand-Off Period, such agreement shall not be applicable to the
Registrable Securities to be sold on each Holder’s behalf to the public in an
underwritten offering pursuant to such registration statement;


 


b.              all
executive officers and directors of the Company then holding Common Stock of
the Company shall enter into similar agreements; and


 


10





















 


c.               each
Holder shall be allowed any concession or proportionate release allowed to any
(i) officer, or (ii) director of the Company that entered into similar
agreements.


 


In order to enforce the foregoing covenant, the Company shall have the
right to place restrictive legends on the certificates representing the
Registrable Securities subject to this Section 6 and to impose stop transfer
instructions with respect to the Registrable Securities and such other Common
Shares of each Holder (and the Common Shares or securities of every other
person subject to the foregoing restriction) until the end of such period.


 


Once a registration statement covering the Registrable Securities is
effective, the provisions of this Section 7 shall be of no further force and
effect.


 


Section 8.                    Lock-Up
Agreement.  The Company agrees
(except pursuant to registration statements on Forms S-4 or S-8), if timely
requested in writing by the underwriters in a public offering of Registrable
Securities, not to (i) sell, offer to sell, contract or agree to sell,
hypothecate, hedge, pledge, grant any option to purchase or otherwise dispose
of or agree to dispose of, directly or indirectly, any Common Stock or any
other equity security of the Company (or any security convertible into or
exchangeable or exercisable for any equity security of the Company) or warrants
or other rights to purchase Common Stock or any other equity security of the
Company (or any security convertible into or exchangeable or exercisable for
any equity security of the Company), or file or cause to be declared effective
a registration statement under the Securities Act relating to the offer and
sale of any shares of Common Stock or any other equity security of the Company
(or any security convertible into or exchangeable or exercisable for any equity
security of the Company), or (ii) enter into any swap or other arrangement that
transfers to another, in whole or in part, any of the economic consequences of
ownership of Common Stock or any other equity security of the Company (or any
security convertible into or exchangeable or exercisable for any equity security
of the Company), or warrants or other rights to purchase Common Stock or any
other equity security of the Company (or any security convertible into or
exchangeable or exercisable for any equity security of the Company), whether
any such transaction is to be settled by delivery of such securities, in cash
or otherwise, during the time period beginning 7 days prior to the effective
date of the registration statement for Registrable Securities or, in the case
of a Shelf Registration Statement, the date of an underwriting agreement and
ending on the date thereafter reasonably requested by the underwriter (not to
exceed 90 days thereafter), without the prior written consent of the
underwriters.


 


Section 9.                    Covenants
Relating To Rule 144.  At such times
as the Company is obligated to file reports in compliance with either Section
13 or 15(d) of the Exchange Act, the Company covenants that it will file any
reports required to be filed by it under the Securities Act and the Exchange
Act and that it will take such further action as each Holder may reasonably
request, all to the extent required from time to time to enable each Holder to
sell Registrable Securities without registration under the Securities Act
within the limitation of the exemptions provided by (a) Rule 144 under the
Securities Act, as such rule may be amended from time to time or (b) any
similar rule or regulation hereafter adopted by the Commission.  Upon the request of each Holder, the Company
will deliver to each Holder a written statement as to whether it has complied
with such requirements.


 


Section 10.              Miscellaneous.


 


a.               Termination;
Survival.  The rights of each Holder
under this Agreement shall terminate upon the date that all of the Registrable
Securities held by each Holder may be sold during any three-month period in a
single transaction or series of transactions without volume limitations under
Rule 144 (or any successor provision) under the Securities Act.  Notwithstanding the foregoing, the obligations


 


11





















 


of the parties under
Section 5 and paragraphs (d), (e) and (g) of this Section 10 shall survive the
termination of this Agreement.


 


b.              Expenses.  All Registration Expenses incurred in
connection with any Shelf Registration Statement (including any prospectus or
prospectus supplement) prepared and/or filed pursuant to this Agreement shall
be borne by the Company, whether or not any registration statement related
thereto becomes effective.


 


c.               Counterparts.  This Agreement may be executed in one or more
counterparts, all of which shall be considered one and the same agreement, and
shall become effective when one or more such counterparts have been signed by
each of the parties and delivered to each of the other parties.


 


d.              Applicable
Law; Jurisdiction.  This Agreement
shall be governed by and construed in accordance with the laws of the State of
New York.  The parties consent to the
exclusive jurisdiction of the United States District Court for the Southern
District of New York in connection with any civil action concerning any
controversy, dispute or claim arising out of or relating to this Agreement, or
any other agreement contemplated by, or otherwise with respect to, this
Agreement or the breach hereof, unless such court would not have subject matter
jurisdiction thereof, in which event the parties consent to the jurisdiction of
the State of New York.  The parties
hereby waive and agree not to assert in any litigation concerning this
Agreement the doctrine of forum non conveniens.


 


e.               Waiver
Of Jury Trial.  THE PARTIES HERETO
HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE TRIAL BY JURY IN ANY LEGAL ACTION
OR PROCEEDING RELATING TO THIS AGREEMENT AND FOR ANY COUNTERCLAIM THEREIN.


 


f.                 Prior
Agreement; Construction; Entire Agreement. 
This Agreement, including the exhibits and other documents referred to
herein (which form a part hereof), constitutes the entire agreement of the
parties with respect to the subject matter hereof, and supersedes all prior
agreements and understandings between the parties, and all such prior
agreements and understandings are merged herein and shall not survive the
execution and delivery hereof.


 


g.              Notices.
All notices or other communications required or permitted to be given hereunder
shall be in writing and shall be delivered by hand or sent, postage prepaid, by
registered, certified or express mail or reputable overnight courier service or
be telecopier and shall be deemed given when so delivered by hand or, if
mailed, three days after mailing (one Business Day in the case of express mail
or overnight courier service), addressed as follows:


 


	
  If to each Holder:

  	
   

  	
  SL Green Operating
  Partnership, L.P.

  420 Lexington Avenue

  New York, New York 10170

  Attn: Andrew S. Levine

  



 


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  If to the Company:

  	
   

  	
  Gramercy Capital Corp.

  420 Lexington Avenue

  New York, New York 10170

  Attn: Robert R. Foley

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  with a copy to:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Clifford Chance US LLP

  31 West 52nd Street

  New York, New York 10019

  Attention: Robert E. King Jr.

  Facsimile: 212-878-8375

  



 


h.              Successors
and Assigns.  This Agreement shall
inure to the benefit of and be binding upon the successors and permitted
assigns of each of the parties and shall inure to the benefit of each
Holder.  The Company may assign its
rights or obligations hereunder to any successor to the Company’s business or
with the prior written consent of each Holder. 
Notwithstanding the foregoing, no assignee of the Company shall have any
of the rights granted under this Agreement until such assignee shall acknowledge
its rights and obligations hereunder by a signed written agreement pursuant to
which such assignee accepts such rights and obligations.  Each Holder may assign its rights or
obligations hereunder in whole or in part in connection with the transfer, sale
or other disposition of its Common Shares so long as such assignee shall
acknowledge its rights and obligations hereunder by a signed written agreement
pursuant to which such assignee accepts such rights and obligations, upon which
assignee shall be deemed to be a “Holder” for all purposes hereunder.


 


i.                  Headings.  Headings are included solely for convenience
of reference and if there is any conflict between headings and the text of this
Agreement, the text shall control.


 


j.                  Amendments
And Waivers.  The provisions of this
Agreement may be amended or waived at any time only by the written agreement of
the Company and the Holders of a majority of the Registrable Securities.  Any waiver, permit, consent or approval of
any kind or character on the part of each Holder of any provision or condition
of this Agreement must be made in writing and shall be effective only to the
extent specifically set forth in writing. 
Any amendment or waiver effected in accordance with this paragraph shall
be binding upon each Holder and the Company. 
This Agreement shall be effective upon approval of the Board.


 


k.               Interpretation;
Absence Of Presumption.  For the
purposes hereof, (i) words in the singular shall be held to include the plural
and vice versa and words of one gender shall be held to include the other
gender as the context requires, (ii) the terms “hereof,” “herein,” and “herewith”
and words of similar import shall, unless otherwise stated, be construed to
refer to this Agreement as a whole and not to any particular provision of this
Agreement, and Section, paragraph or other references are to the Sections,
paragraphs, or other references to this Agreement unless otherwise specified,
(iii) the word “including” and words of similar import when used in this
Agreement shall mean “including, without limitation,” unless the context
otherwise requires or unless otherwise specified, (iv) the word “or” shall not
be exclusive and (v) provisions shall apply, when appropriate, to successive
events and transactions.


 


This Agreement shall be construed without regard to
any presumption or rule requiring construction or interpretation against the
party drafting or causing any instruments to be drafted.


 


13





















 


l.                  Severability.  If any provision of this Agreement shall be
or shall be held or deemed by a final order by a competent authority to be
invalid, inoperative or unenforceable, such circumstance shall not have the
effect of rendering any other provision or provisions herein contained invalid,
inoperative or unenforceable, but this Agreement shall be construed as if such
invalid, inoperative or unenforceable provision had never been contained herein
so as to give full force and effect to the remaining such terms and provisions.


 


m.            Specific
Performance; Other Rights.  The
parties recognize that various other rights rendered under this Agreement are
unique and, accordingly, the parties shall, in addition to such other remedies
as may be available to them at law or in equity, have the right to enforce the
rights under this Agreement by actions for injunctive relief and specific
performance.


 


n.              Further
Assurances.  In connection with this
Agreement, as well as all transactions and covenants contemplated by this
Agreement, each party hereto agrees to execute and deliver or cause to be
executed and delivered such additional documents and instruments and to perform
or cause to be performed such additional acts as may be necessary or
appropriate to effectuate, carry out and perform all of the terms, provisions
and conditions of this Agreement and all such transactions and covenants
contemplated by this Agreement.


 


o.              No
Waiver.  The waiver of any breach of
any term or condition of this Agreement shall not operate as a waiver of any
other breach of such term or condition or of any other term or condition, nor
shall any failure to enforce any provision hereof operate as a waiver of such
provision or of any other provision hereof.


 


IN WITNESS WHEREOF, the parties have caused this
Agreement to be duly executed as of the date first written above.


 


	
   

  	
  GRAMERCY CAPITAL CORP.

  	
   

  
	
   

  	
  a Maryland corporation

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  HOLDER

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  SL GREEN OPERATING PARTNERSHIP,

  
	
   

  	
  a Delaware limited partnership

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
								



 


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