Exhibit 4.1


 


Execution Copy


 




 


 





AMENDED AND RESTATED TRUST AGREEMENT


 


among


 


SL GREEN
OPERATING PARTNERSHIP, L.P.,

as Depositor


 


 


JPMORGAN CHASE BANK, NATIONAL ASSOCIATION,

as Property Trustee


 


 


 


CHASE BANK USA, NATIONAL ASSOCIATION,

as
Delaware Trustee


 


and


 


THE ADMINISTRATIVE TRUSTEES NAMED HEREIN

as Administrative Trustees


 


 










 


Dated
as of June 30, 2005


 










 


SL GREEN CAPITAL TRUST I


 




 





 





















 


CONTENTS


 


	
  Clause

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE I.

  	
  Defined Terms

  	
   

  
	
  Section 1.1. 

  	
  Definitions

  	
   

  
	
  ARTICLE II.

  	
  The Trust

  	
   

  
	
  Section 2.1.

  	
  Name

  	
   

  
	
  Section 2.2.

  	
  Office of the Delaware
  Trustee; Principal Place of Business

  	
   

  
	
  Section 2.3.

  	
  Initial Contribution of
  Trust Property; Fees, Costs and Expenses

  	
   

  
	
  Section 2.4.

  	
  Purposes of Trust

  	
   

  
	
  Section 2.5.

  	
  Authorization to Enter into
  Certain Transactions

  	
   

  
	
  Section 2.6.

  	
  Assets of Trust

  	
   

  
	
  Section 2.7.

  	
  Title to Trust Property

  	
   

  
	
  ARTICLE III.

  	
  Payment Account; Paying
  Agents

  	
   

  
	
  Section 3.1.

  	
  Payment Account

  	
   

  
	
  Section 3.2.

  	
  Appointment of Paying Agents

  	
   

  
	
  ARTICLE IV.

  	
  Distributions; Redemption

  	
   

  
	
  Section 4.1.

  	
  Distributions

  	
   

  
	
  Section 4.2.

  	
  Redemption

  	
   

  
	
  Section 4.3.

  	
  Subordination of Common
  Securities

  	
   

  
	
  Section 4.4.

  	
  Payment Procedures

  	
   

  
	
  Section 4.5.

  	
  Withholding Tax

  	
   

  
	
  Section 4.6.

  	
  Tax Returns and Other
  Reports

  	
   

  
	
  Section
  4.7.

  	
  Payment of
  Taxes, Duties, Etc. of the Trust

  	
   

  
	
  Section
  4.8.

  	
  Payments
  under Indenture or Pursuant to Direct Actions

  	
   

  
	
  Section 4.9.

  	
  Exchanges

  	
   

  
	
  Section 4.10.

  	
  Calculation
  Agent

  	
   

  
	
  Section
  4.11.

  	
  Certain
  Accounting Matters

  	
   

  
	
  ARTICLE V.

  	
  Securities

  	
   

  
	
  Section 5.1.

  	
  Initial
  Ownership

  	
   

  
	
  Section
  5.2.

  	
  Authorized
  Trust Securities

  	
   

  
	
  Section
  5.3.

  	
  Issuance of
  the Common Securities; Subscription and Purchase of Notes

  	
   

  
	
  Section 5.4.

  	
  The
  Securities Certificates

  	
   

  
	
  Section 5.5.

  	
  Rights of Holders

  	
   

  
	
  Section
  5.6.

  	
  Book-Entry
  Preferred Securities

  	
   

  
	
  Section
  5.7.

  	
  Registration
  of Transfer and Exchange of Preferred Securities Certificates

  	
   

  
				



 


i





















 


	
  Section
  5.8.

  	
  Mutilated,
  Destroyed, Lost or Stolen Securities Certificates

  	
   

  
	
  Section 5.9.

  	
  Persons
  Deemed Holders

  	
   

  
	
  Section 5.10.

  	
  Cancellation

  	
   

  
	
  Section
  5.11.

  	
  Ownership
  of Common Securities by Depositor

  	
   

  
	
  Section 5.12.

  	
  Restricted
  Legends

  	
   

  
	
  Section
  5.13.

  	
  Form of
  Certificate of Authentication

  	
   

  
	
  ARTICLE VI.

  	
  Meetings;
  Voting; Acts of Holders

  	
   

  
	
  Section 6.1.

  	
  Notice of
  Meetings

  	
   

  
	
  Section
  6.2.

  	
  Meetings of
  Holders of the Preferred Securities

  	
   

  
	
  Section 6.3.

  	
  Voting Rights

  	
   

  
	
  Section 6.4.

  	
  Proxies, Etc.

  	
   

  
	
  Section
  6.5.

  	
  Holder
  Action by Written Consent

  	
   

  
	
  Section
  6.6.

  	
  Record Date
  for Voting and Other Purposes

  	
   

  
	
  Section 6.7.

  	
  Acts of Holders

  	
   

  
	
  Section 6.8.

  	
  Inspection of
  Records

  	
   

  
	
  Section
  6.9.

  	
  Limitations
  on Voting Rights

  	
   

  
	
  Section
  6.10.

  	
  Acceleration
  of Maturity; Rescission of Annulment; Waivers of Past Defaults

  	
   

  
	
  ARTICLE
  VII.

  	
  Representations
  and Warranties

  	
   

  
	
  Section
  7.1.

  	
  Representations
  and Warranties of the Property Trustee and the Delaware Trustee

  	
   

  
	
  Section
  7.2.

  	
  Representations
  and Warranties of Depositor

  	
   

  
	
  ARTICLE VIII.

  	
  The Trustees

  	
   

  
	
  Section 8.1.

  	
  Number of
  Trustees

  	
   

  
	
  Section
  8.2.

  	
  Property
  Trustee Required

  	
   

  
	
  Section
  8.3.

  	
  Delaware
  Trustee Required

  	
   

  
	
  Section
  8.4.

  	
  Appointment
  of Administrative Trustees

  	
   

  
	
  Section
  8.5.

  	
  Duties and
  Responsibilities of the Trustees

  	
   

  
	
  Section
  8.6.

  	
  Notices of
  Defaults and Extensions

  	
   

  
	
  Section
  8.7.

  	
  Certain
  Rights of Property Trustee

  	
   

  
	
  Section 8.8.

  	
  Delegation of
  Power

  	
   

  
	
  Section 8.9.

  	
  May Hold
  Securities

  	
   

  
	
  Section
  8.10.

  	
  Compensation;
  Reimbursement; Indemnity

  	
   

  
	
  Section
  8.11.

  	
  Resignation
  and Removal; Appointment of Successor

  	
   

  
	
  Section
  8.12.

  	
  Acceptance
  of Appointment by Successor

  	
   

  
	
  Section
  8.13.

  	
  Merger,
  Conversion, Consolidation or Succession to Business

  	
   

  
				



 


ii





















 


	
  Section
  8.14.

  	
  Not
  Responsible for Recitals or Issuance of Securities

  	
   

  
	
  Section
  8.15.

  	
  Property
  Trustee May File Proofs of Claim

  	
   

  
	
  Section
  8.16.

  	
  Reports to
  the Property Trustee

  	
   

  
	
  ARTICLE IX.

  	
  Termination,
  Liquidation and Merger

  	
   

  
	
  Section
  9.1.

  	
  Dissolution
  Upon Expiration Date

  	
   

  
	
  Section 9.2.

  	
  Early
  Termination

  	
   

  
	
  Section 9.3.

  	
  Termination

  	
   

  
	
  Section 9.4.

  	
  Liquidation

  	
   

  
	
  Section
  9.5.

  	
  Mergers,
  Consolidations, Amalgamations or Replacements of Trust

  	
   

  
	
  ARTICLE X.

  	
  Miscellaneous
  Provisions

  	
   

  
	
  Section
  10.1.

  	
  Limitation
  of Rights of Holders

  	
   

  
	
  Section
  10.2.

  	
  Agreed Tax
  Treatment of Trust and Trust Securities

  	
   

  
	
  Section 10.3.

  	
  Amendment

  	
   

  
	
  Section 10.4.

  	
  Separability

  	
   

  
	
  Section 10.5.

  	
  Governing Law

  	
   

  
	
  Section 10.6.

  	
  Successors

  	
   

  
	
  Section 10.7.

  	
  Headings

  	
   

  
	
  Section
  10.8.

  	
  Reports,
  Notices and Demands

  	
   

  
	
  Section
  10.9.

  	
  Agreement
  Not to Petition

  	
   

  
	
  Section
  10.10.

  	
  Counterparts

  	
   

  
	
  Exhibit A

  	
  Certificate of Trust of SL Green Capital Trust I

  	
   

  
	
  Exhibit B

  	
  Form of Common Securities
  Certificate

  	
   

  
	
  Exhibit C

  	
  Form of Preferred Securities
  Certificate

  	
   

  
	
  Exhibit D

  	
  Junior Subordinated Indenture

  	
   

  
	
  Exhibit E

  	
  Form of Transferor Certificate to be
  Executed for Transferees

  	
   

  
	
  Exhibit F

  	
  Form of Officer’s Financial
  Certificate of the Depositor

  	
   

  
	
   

  	
   

  	
   

  
	
  Schedule A

  	
  Calculation of LIBOR

  	
   

  
					



 


iii





















 


This Amended And Restated Trust Agreement, dated as of
June 30, 2005, among (i) SL Green Operating Partnership, L.P., a Delaware
limited partnership (including any successors or permitted assigns, the “Depositor”), (ii) JPMorgan Chase Bank,
National Association, a national banking association, as property trustee (in
such capacity, the “Property Trustee”), (iii) Chase Bank USA, National
Association, a national banking association, as Delaware trustee (in such
capacity, the “Delaware Trustee”),
(iv) Gregory F. Hughes, an individual, Andrew S. Levine, an individual and Marc
Holliday, an individual, each of whose address is c/o SL Green Operating
Partnership, L.P., 420 Lexington Avenue, New York, NY 10170, as administrative trustees (in such capacities,
each an “Administrative Trustee”
and, collectively, the “Administrative
Trustees” and, together with the Property Trustee and the Delaware
Trustee, the “Trustees”) and
(v) the several Holders, as hereinafter defined.


 


Witnesseth


 


Whereas, the Depositor and the Delaware Trustee have
heretofore created a Delaware statutory trust pursuant to the Delaware
Statutory Trust Act by entering into a Trust Agreement, dated as of June 28,
2005 (the “Original Trust Agreement”),
and by executing and filing with the Secretary of State of the State of
Delaware the Certificate of Trust, substantially in the form attached as Exhibit A;
and


 


Whereas, the Depositor and the Trustees desire to amend
and restate the Original Trust Agreement in its entirety as set forth herein to
provide for, among other things, (i) the issuance of the Common Securities
by the Trust to the Depositor, (ii) the issuance and sale of the Preferred
Securities by the Trust pursuant to the Purchase Agreements (as defined below)
and (iii) the acquisition by the Trust from the Depositor of all of the
right, title and interest in and to the Notes (as herein defined);


 


Now, Therefore, in consideration of the agreements and
obligations set forth herein and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, each party, for the
benefit of the other parties and for the benefit of the Holders, hereby amends
and restates the Original Trust Agreement in its entirety and agrees as
follows:


 


ARTICLE I.



Defined Terms


 


SECTION 1.1.        Definitions.


 


For all
purposes of this Trust Agreement, except as otherwise expressly provided or
unless the context otherwise requires:


 


(a)           the terms defined in this Article I have the
meanings assigned to them in this Article I;


 


(b)           the words “include”, “includes” and “including”
shall be deemed to be followed by the phrase “without limitation”;


 





















 


(c)           all accounting terms used but not defined
herein have the meanings assigned to them in accordance with United States
generally accepted accounting principles;


 


(d)           unless the context otherwise requires, any
reference to an “Article”, a “Section”, a “Schedule” or an “Exhibit” refers to
an Article, a Section, a Schedule or an Exhibit, as the case may be, of or
to this Trust Agreement;


 


(e)           the words “hereby”, “herein”, “hereof” and “hereunder”
and other words of similar import refer to this Trust Agreement as a whole and
not to any particular Article, Section or other subdivision;


 


(f)            a reference to the singular includes the
plural and vice versa; and


 


(g)           the masculine, feminine or neuter genders
used herein shall include the masculine, feminine and neuter genders.


 


“Act” has the meaning specified in Section 6.7.


 


“Additional Interest” has the meaning
specified in Section 1.1 of the Indenture.


 


“Additional Interest Amount” means, with
respect to Trust Securities of a given Liquidation Amount and/or a given
period, the amount of Additional Interest paid by the Depositor on a Like
Amount of Notes for such period.


 


“Additional Taxes” has the meaning
specified in Section 1.1 of the Indenture.


 


“Additional Tax Sums” has the meaning
specified in Section 10.5 of the Indenture.


 


“Administrative Trustee” means each of the
Persons identified as an “Administrative
Trustee” in the preamble to this Trust Agreement, solely in each
such Person’s capacity as Administrative Trustee of the Trust and not in such
Person’s individual capacity, or any successor Administrative Trustee appointed
as herein provided.


 


“Affiliate” of any specified Person means any
other Person directly or indirectly controlling or controlled by or under
direct or indirect common control with such specified Person.  For the purposes of this definition, “control”
when used with respect to any specified Person means the power to direct the
management and policies of such Person, directly or indirectly, whether through
the ownership of voting securities, by contract or otherwise; and the terms “controlling”
and “controlled” have meanings correlative to the foregoing.


 


“Applicable Depositary Procedures” means, with
respect to any transfer or transaction involving a Book-Entry Preferred
Security, the rules and procedures of the Depositary for such Book-Entry
Preferred Security, in each case to the extent applicable to such transaction and
as in effect from time to time.


 


2





















 


“Bankruptcy Event” means, with respect to any
Person:


 


(a)  the entry of a decree or order by a court
having jurisdiction in the premises (i) judging such Person a bankrupt or
insolvent, (ii) approving as properly filed a petition seeking reorganization,
arrangement, adjudication or composition of or in respect of such Person under
any applicable Federal or state bankruptcy, insolvency, reorganization or other
similar law, (iii) appointing a custodian, receiver, liquidator, assignee,
trustee, sequestrator or other similar official of such Person or of any
substantial part of its property or (iv) ordering the winding up or liquidation
of its affairs, and the continuance of any such decree or order unstayed and in
effect for a period of sixty (60) consecutive days; or


 


(b)  the institution by such Person of proceedings
to be adjudicated a bankrupt or insolvent, or the consent by it to the
institution of bankruptcy or insolvency proceedings against it, or the filing
by it of a petition or answer or consent seeking reorganization or relief under
any applicable Federal or State bankruptcy, insolvency, reorganization or other
similar law, or the consent by it to the filing of any such petition or to the
appointment of a custodian, receiver, liquidator, assignee, trustee,
sequestrator or similar official of such Person or of any substantial part of
its property, or the making by it of an assignment for the benefit of
creditors, or the admission by it in writing of its inability to pay its debts
generally as they become due and its willingness to be adjudicated a bankrupt
or insolvent, or the taking of corporate action by such Person in furtherance
of any such action.


 


“Bankruptcy Laws” means all Federal and state
bankruptcy, insolvency, reorganization and other similar laws, including the
United States Bankruptcy Code.


 


“Book-Entry Preferred Security” means a
Preferred Security, the ownership and transfers of which shall be made through
book entries by a Depositary.


 


“Business Day” means a day other than
(a) a Saturday or Sunday, (b) a day on which banking institutions in
the City of New York are authorized or required by law or executive order to
remain closed or (c) a day on which the Corporate Trust Office is closed
for business.


 


“Calculation Agent” has the meaning specified
in Section 4.10.


 


“Closing Date” has the meaning specified in
the Purchase Agreements.


 


“Code” means the United States Internal
Revenue Code of 1986, as amended.


 


“Commission” means the Securities and Exchange
Commission, as from time to time constituted, created under the Exchange Act
or, if at any time after the execution of this Trust 


 


3





















 


Agreement such Commission is
not existing and performing the duties assigned to it, then the body performing
such duties at such time.


 


“Common Securities Certificate” means a
certificate evidencing ownership of Common Securities, substantially in the
form attached as Exhibit B.


 


“Common Security” means an undivided
beneficial interest in the assets of the Trust, having a Liquidation Amount of
$1,000 and having the rights provided therefor in this Trust Agreement.


 


“Corporate Trust Office” means the principal
office of the Property Trustee at which any particular time its corporate trust
business shall be administered, which office at the date of this Trust
Agreement is located at 600 Travis, 50th Floor, Houston, Texas
77002, Attention:  Worldwide Securities
Services— SL Green Capital Trust I.


 


“Definitive Preferred Securities Certificates”
means Preferred Securities issued in certificated, fully registered form that
are not Global Preferred Securities.


 


“Delaware Statutory  Trust Act” means Chapter 38 of Title 12 of the Delaware
Code, 12 Del. Code § 3801 et seq.,
or any successor statute thereto, in each case as amended from time to time.


 


“Delaware Trustee” means the Person identified
as the “Delaware Trustee” in the
preamble to this Trust Agreement, solely in its capacity as Delaware Trustee of
the Trust and not in its individual capacity, or its successor in interest in
such capacity, or any successor Delaware Trustee appointed as herein provided.


 


“Depositary” means an organization registered
as a clearing agency under the Exchange Act that is designated as Depositary by
the Depositor or any successor thereto. 
DTC will be the initial Depositary.


 


“Depositary Participant” means a broker,
dealer, bank, other financial institution or other Person for whom from time to
time the Depositary effects book-entry transfers and pledges of securities
deposited with the Depositary.


 


“Depositor” has the meaning specified in the
preamble to this Trust Agreement and any successors and permitted assigns.


 


“Depositor Affiliate” has the meaning specified
in Section 4.9.


 


“Distribution Date” has the meaning specified
in Section 4.1(a)(i).


 


“Distributions” means amounts payable in
respect of the Trust Securities as provided in Section 4.1.


 


“DTC” means The Depository Trust Company, a
New York corporation, or any successor thereto.


 


4





















 


 “Early Termination Event”
has the meaning specified in Section 9.2.


 


 “EDGAR”  has the meaning specified in Section 4.11(c).


 


“Event of Default” means any one of the following
events (whatever the reason for such event and whether it shall be voluntary or
involuntary or be effected by operation of law or pursuant to any judgment,
decree or order of any court or any order, rule or regulation of any
administrative or governmental body):


 


(a)  the occurrence of a Note Event of Default; or


 


(b)  default by the Trust in the payment of any
Distribution when it becomes due and payable, and continuation of such default
for a period of thirty (30) days; or


 


(c)  default by the Trust in the payment of any
Redemption Price of any Trust Security when it becomes due and payable; or


 


(d)  default in the performance, or breach, in any
material respect of any covenant or warranty of the Trustees in this Trust
Agreement (other than those specified in clause (b) or (c) above) and
continuation of such default or breach for a period of thirty (30) days after
there has been given, by registered or certified mail, to the Trustees and to
the Depositor by the Holders of at least twenty five percent (25%) in aggregate
Liquidation Amount of the Outstanding Preferred Securities a written notice
specifying such default or breach and requiring it to be remedied and stating
that such notice is a “Notice of Default”
hereunder; or


 


(e)  the occurrence of a Bankruptcy Event with
respect to the Property Trustee if a successor Property Trustee has not been
appointed within ninety (90) days thereof.


 


“Exchange Act” means the Securities Exchange
Act of 1934, and any successor statute thereto, in each case as amended from
time to time.


 


“Expiration Date” has the meaning specified in
Section 9.1.


 


“Extension Period” has the meaning
specified in Section 4.1(a)(ii).


 


“Fiscal Year” shall be the fiscal year of the
Trust, which shall be the calendar year, or such other period as is required by
the Code.


 


“Fixed Rate Period” shall mean the period
through the interest payment date in July 2015.


 


 “Global Preferred Security”
means a Preferred Securities Certificate evidencing ownership of Book-Entry
Preferred Securities.


 


5





















 


“Holder” means a Person in whose name a Trust
Security or Trust Securities are registered in the Securities Register; any
such Person shall be deemed to be a beneficial owner within the meaning of the
Delaware Statutory Trust Act.


 


“Indemnified Person” has the meaning specified
in Section 8.10(c).


 


“Indenture” means the Junior Subordinated
Indenture executed and delivered by the Depositor and the Note Trustee
contemporaneously with the execution and delivery of this Trust Agreement, for
the benefit of the holders of the Notes, a copy of which is attached hereto as Exhibit
D, as amended or supplemented from time to time.


 


“Interest Payment Date” has the meaning
specified in Section 1.1 of the Indenture.


 


“Investment Company Act” means the Investment
Company Act of 1940, or any successor statute thereto, in each case as amended
from time to time.


 


“Investment Company Event” has the meaning
specified in Section 1.1 of the Indenture.


 


“LIBOR” has the meaning specified in Schedule
A.


 


“LIBOR Business Day” has the meaning specified
in Schedule A.


 


“LIBOR Determination Date” has the meaning
specified in Schedule A.


 


“Lien” means any lien, pledge, charge,
encumbrance, mortgage, deed of trust, adverse ownership interest, hypothecation,
assignment, security interest or preference, priority or other security
agreement or preferential arrangement of any kind or nature whatsoever.


 


“Like Amount” means (a) with respect to a
redemption of any Trust Securities, Trust Securities having a Liquidation
Amount equal to the principal amount of Notes to be contemporaneously redeemed
or paid at maturity in accordance with the Indenture, the proceeds of which
will be used to pay the Redemption Price of such Trust Securities, (b) with
respect to a distribution of Notes to Holders of Trust Securities in connection
with a dissolution of the Trust, Notes having a principal amount equal to the
Liquidation Amount of the Trust Securities of the Holder to whom such Notes are
distributed and (c) with respect to any distribution of Additional Interest
Amounts to Holders of Trust Securities, Notes having a principal amount equal
to the Liquidation Amount of the Trust Securities in respect of which such
distribution is made.


 


“Liquidation Amount” means the stated amount
of $1,000 per Trust Security.


 


“Liquidation Date” means the date on which
assets are to be distributed to Holders in accordance with Section 9.4(a)
hereunder following dissolution of the Trust.


 


“Liquidation Distribution” has the meaning specified
in Section 9.4(d).


 


“Majority in Liquidation Amount” means Common
or Preferred Securities, as the case may be, representing more than fifty
percent (50%) of the aggregate Liquidation Amount of all (or a specified group
of) then Outstanding Common or Preferred Securities, as the case may be.


 


6





















 


“Note Event of Default” means any “Event of Default” specified in Section
5.1 of the Indenture.


 


“Note Redemption Date” means, with respect to
any Notes to be redeemed under the Indenture, the date fixed for redemption of
such Notes under the Indenture.


 


“Note Trustee” means the Person identified as
the “Trustee” in the Indenture,
solely in its capacity as Trustee pursuant to the Indenture and not in its
individual capacity, or its successor in interest in such capacity, or any
successor Trustee appointed as provided in the Indenture.


 


“Notes” means the Depositor’s Floating Rate
Junior Subordinated Notes issued pursuant to the Indenture.


 


“Officers’ Certificate” means a certificate
signed by the Chief Executive Officer, the President or an Executive Vice
President, and by the Chief Financial Officer, Treasurer or an Assistant
Treasurer, of the Depositor, and delivered to the Trustees. Any Officers’
Certificate delivered with respect to compliance with a condition or covenant
provided for in this Trust Agreement (other than the certificate provided
pursuant to Section 8.16 which is not an Officers’ Certificate) shall
include:


 


(a)  a statement
by each officer signing the Officers’ Certificate that such officer has read
the covenant or condition and the definitions relating thereto;


 


(b)  a brief
statement of the nature and scope of the examination or investigation
undertaken by such officer in rendering the Officers’ Certificate;


 


(c)  a statement
that such officer has made such examination or investigation as, in such
officer’s opinion, is necessary to enable such officer to express an informed
opinion as to whether or not such covenant or condition has been complied with;
and


 


(d)  a statement
as to whether, in the opinion of such officer, such condition or covenant has
been complied with.


 


“Operative
Documents” means the
Purchase Agreements, the Indenture, the Trust Agreement, the Notes and the
Trust Securities.


 


“Opinion of Counsel” means a written opinion
of counsel, who may be counsel for, or an employee of, the Depositor or any
Affiliate of the Depositor.


 


“Optional Note Redemption Price” means, with
respect to any Note to be redeemed on any Redemption Date under the Indenture,
an amount equal to one hundred percent (100%) of the outstanding principal
amount of such Note, together with accrued interest, including any Additional
Interest (to the extent legally enforceable), thereon through but not including
the date fixed as such Redemption Date.


 


7





















 


 “Optional Redemption Price”
means, with respect to any Trust Security, an amount equal to one hundred
percent (100%) of the Liquidation Amount of such Trust Security on the
Redemption Date, plus accumulated and unpaid Distributions to the Redemption
Date, plus the related amount of the premium, if any, and/or accrued interest,
including Additional Interest, if any, thereon paid by the Depositor upon the
concurrent redemption or payment at maturity of a Like Amount of Notes.


 


“Original Trust  Agreement” has the meaning specified in the recitals to this
Trust Agreement.


 


“Outstanding”, when used with respect to any
Trust Securities, means, as of the date of determination, all Trust Securities
theretofore executed and delivered under this Trust Agreement, except:


 


(a)  Trust
Securities theretofore canceled by the Property Trustee or delivered to the
Property Trustee for cancellation;


 


(b)  Trust
Securities for which payment or redemption money in the necessary amount has
been theretofore deposited with the Property Trustee or any Paying Agent in
trust for the Holders of such Trust Securities; provided, that
if such Trust Securities are to be redeemed, notice of such redemption has been
duly given pursuant to this Trust Agreement; and


 


(c)  Trust
Securities that have been paid or in exchange for or in lieu of which other
Trust Securities have been executed and delivered pursuant to the provisions of
this Trust Agreement, unless proof satisfactory to the Property Trustee is
presented that any such Trust Securities are held by Holders in whose hands
such Trust Securities are valid, legal and binding obligations of the Trust;


 


provided, that in determining whether the Holders of
the requisite Liquidation Amount of the Outstanding Preferred Securities have
given any request, demand, authorization, direction, notice, consent or waiver
hereunder, Preferred Securities owned by the Depositor, any Trustee or any
Affiliate of the Depositor or of any Trustee shall be disregarded and deemed
not to be Outstanding, except that (i) in determining whether any Trustee
shall be protected in relying upon any such request, demand, authorization,
direction, notice, consent or waiver, only Preferred Securities that such
Trustee knows to be so owned shall be so disregarded and (ii) the
foregoing shall not apply at any time when all of the Outstanding Preferred
Securities are owned by the Depositor, one or more of the Trustees and/or any
such Affiliate. Preferred Securities so owned that have been pledged in good
faith may be regarded as Outstanding if the pledgee establishes to the
satisfaction of the Administrative Trustees the pledgee’s right so to act with
respect to such Preferred Securities and that the pledgee is not the Depositor,
any Trustee or any Affiliate of the Depositor or of any Trustee.


 


“Owner” means each Person who is the
beneficial owner of Book-Entry Preferred Securities as reflected in the records
of the Depositary or, if a Depositary Participant is not the beneficial owner,
then the beneficial owner as reflected in the records of the Depositary
Participant.


 


8





















 


“Paying Agent” means any Person authorized by
the Administrative Trustees to pay Distributions or other amounts in respect of
any Trust Securities on behalf of the Trust.


 


“Payment Account” means a segregated
non-interest-bearing corporate trust account maintained by the Property Trustee
for the benefit of the Holders in which all amounts paid in respect of the
Notes will be held and from which the Property Trustee, through the Paying
Agent, shall make payments to the Holders in accordance with Sections 3.1,
4.1 and 4.2.


 


“Person” means a legal person, including any
individual, corporation, estate, partnership, joint venture, association, joint
stock company, company, limited liability company, trust, unincorporated
association or government, or any agency or political subdivision thereof, or
any other entity of whatever nature.


 


“Preferred Security” means an undivided
beneficial interest in the assets of the Trust, having a Liquidation Amount of
$1,000 and having the rights provided therefor in this Trust Agreement.


 


“Preferred Securities Certificate” means a
certificate evidencing ownership of Preferred Securities, substantially in the
form attached as Exhibit C.


 


“Property Trustee” means the Person identified
as the “Property Trustee” in the
preamble to this Trust Agreement, solely in its capacity as Property Trustee of
the Trust and not in its individual capacity, or its successor in interest in
such capacity, or any successor Property Trustee appointed as herein provided.


 


“Purchase Agreements” means the two (2)
Purchase Agreements, each executed and delivered by the Trust, the Depositor
and the Purchaser named therein, contemporaneously with the execution and
delivery of this Trust Agreement, as amended from time to time.


 


“QIB” means a “qualified institutional
buyer” as defined in Rule 144A under the Securities Act of 1933, as amended.


 


“QP” means a “qualified purchaser” as
defined in Section 2(a)(51) of the Investment Company Act of 1940, as amended.


 


“QIB/QP” means a QIB that is also a QP.


 


“Redemption Date” means, with respect to any
Trust Security to be redeemed, the date fixed for such redemption by or
pursuant to this Trust Agreement; provided, that each Note Redemption Date and the
stated maturity (or any date of principal repayment upon early maturity) of the
Notes shall be a Redemption Date for a Like Amount of Trust Securities.


 


“Redemption Price” means the Special
Redemption Price or Optional Redemption Price, as applicable.  If the Depositor has redeemed the Notes at
the Special Note Redemption Price, the Trust shall redeem the Trust Securities
at the Special Redemption Price.  If the
Depositor has redeemed the Notes at the Optional Note Redemption Price, the
Trust shall redeem the Trust Securities at the Optional Redemption Price.


 


9





















 


“Reference Banks” has the meaning specified in
Schedule A.


 


“Responsible Officer” means, with respect to
the Property Trustee, the officer in the Worldwide Securities Services
department of the Property Trustee having direct responsibility for the
administration of this Trust Agreement.


 


“Securities Act” means the Securities Act of
1933, and any successor statute thereto, in each case as amended from time to
time.


 


“Securities Certificate” means any one of the
Common Securities Certificates or the Preferred Securities Certificates.


 


“Securities Register” and “Securities Registrar” have the respective
meanings specified in Section 5.7.


 


“Special Note Redemption Price” means, with
respect to any Note to be redeemed on any Redemption Date under the Indenture,
an amount equal to one hundred seven and one half percent (107.5%) of the
outstanding principal amount of such Note, together with accrued interest,
including Additional Interest, thereon through but not including the date fixed
as such Redemption Date.


 


 “Special Redemption Price”
means, with respect to any Trust Security, an amount equal to one hundred seven
and one half percent (107.5%) of the Liquidation Amount of such Trust Security
on the Redemption Date, plus accumulated and unpaid Distributions to the
Redemption Date, and/or accrued interest, including Additional Interest, if
any, thereon paid by the Depositor upon the concurrent redemption or payment at
maturity of a Like Amount of Notes.


 


“Successor Securities” has the meaning
specified in Section 9.5(a).


 


“Tax Event” has the meaning specified in
Section 1.1 of the Indenture.


 


“Trust” means the Delaware statutory trust
known as “SL Green Capital Trust
I,” which was created on June 28, 2005
under the Delaware Statutory Trust Act pursuant to the Original Trust Agreement
and the filing of the Certificate of Trust, and continued pursuant to this
Trust Agreement.


 


“Trust Agreement” means this Amended and
Restated Trust Agreement, as the same may be modified, amended or supplemented
from time to time in accordance with the applicable provisions hereof,
including all Schedules and Exhibits.


 


“Trustees” means the Administrative Trustees,
the Property Trustee and the Delaware Trustee, each as defined in this Article
I.


 


“Trust Property” means (a) the Notes,
(b) any cash on deposit in, or owing to, the Payment Account and
(c) all proceeds and rights in respect of the foregoing and any other
property and assets for the time being held or deemed to be held by the
Property Trustee pursuant to the trusts of this Trust Agreement.


 


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“Trust Security” means any one of the Common
Securities or the Preferred Securities.


 


ARTICLE II.



The Trust


 


SECTION 2.1.        Name.


 


The trust
continued hereby shall be known as “SL Green Capital
Trust I “, as such name may be modified from time to time by the Administrative
Trustees following written notice to the Holders of Trust Securities and the
other Trustees, in which name the Trustees may conduct the business of the
Trust, make and execute contracts and other instruments on behalf of the Trust
and sue and be sued.


 


SECTION
2.2.        Office of the Delaware Trustee; Office of the Trust.


 


The address of
the Delaware Trustee in the State of Delaware is Chase Bank USA, National
Association, 500 Stanton Christiana Road, Building 4 (3rd Floor),
Newark, DE 19713, Attention:  Worldwide
Securities Services, or such other address in the State of Delaware as the
Delaware Trustee may designate by written notice to the Holders, the Depositor,
the Property Trustee and the Administrative Trustees. The principal office of
the Trust is 420 Lexington Avenue, New York, NY 10170, Attention: Gregory F.
Hughes, as such address may be changed from time to time by the Administrative
Trustees following written notice to the Holders and the other Trustees.


 


SECTION
2.3.        Initial Contribution of Trust Property; Fees, Costs
and Expenses.


 


The Property
Trustee acknowledges receipt from the Depositor in connection with the Original
Trust Agreement of the sum of ten dollars ($10), which constituted the initial
Trust Property. The Depositor shall pay all fees, costs and expenses of the
Trust (except with respect to the Trust Securities) as they arise or shall,
upon request of any Trustee, promptly reimburse such Trustee for any such fees,
costs and expenses paid by such Trustee. The Depositor shall make no claim upon
the Trust Property for the payment of such fees, costs or expenses.


 


SECTION
2.4.        Purposes of Trust.


 


(a)           The exclusive purposes and functions of the
Trust are to (i) issue and sell Trust Securities and use the proceeds from
such sale to acquire the Notes and (ii)  engage in only those activities
necessary or incidental thereto. The Delaware Trustee, the Property Trustee and
the Administrative Trustees are trustees of the Trust, and have all the rights,
powers and duties to the extent set forth herein.  The Trustees hereby acknowledge that they are
trustees of the Trust.


 


(b)           So long as this Trust Agreement remains in
effect, the Trust (or the Trustees acting on behalf of the Trust) shall not
undertake any business, activities or transaction except as expressly provided
herein or contemplated hereby. In particular, the Trust (or the Trustees acting
on behalf of the Trust) shall not (i) acquire any investments or engage in
any activities not authorized by this Trust Agreement, (ii) sell, assign,
transfer, exchange, mortgage, pledge, set-off 


 


11





















 


or otherwise dispose of any of the Trust
Property or interests therein, including to Holders, except as expressly
provided herein, (iii) incur any indebtedness for borrowed money or issue
any other debt, (iv) take or consent to any action that would result in
the placement of a Lien on any of the Trust Property, (v) take or consent
to any action that would reasonably be expected to cause the Trust to become
taxable as a corporation or classified as other than a grantor trust for United
States federal income tax purposes, (vi) take or consent to any action that
would cause the Notes to be treated as other than indebtedness of the Depositor
for United States federal income tax purposes or (vii) take or consent to any
action that would cause the Trust to be deemed to be an “investment company”
required to be registered under the Investment Company Act.


 


SECTION
2.5.        Authorization to Enter into Certain Transactions.


 


(a)           The Trustees shall conduct the affairs of the
Trust in accordance with and subject to the terms of this Trust Agreement. In
accordance with the following provisions (i) and (ii), the Trustees shall have
the authority to enter into all transactions and agreements determined by the
Trustees to be appropriate in exercising the authority, express or implied,
otherwise granted to the Trustees, under this Trust Agreement, and to perform
all acts in furtherance thereof, including the following:


 


(i)            As among the Trustees, each Administrative
Trustee shall severally have the power and authority to act on behalf of the
Trust with respect to the following matters:


 


(A)          the issuance and sale of the Trust
Securities;


 


(B)           to cause the Trust to enter into, and to
execute, deliver and perform on behalf of the Trust, such agreements as may be
necessary or desirable in connection with the purposes and function of the
Trust, including, without limitation, a common securities subscription agreement
and a junior subordinated note purchase agreement;


 


(C)           assisting in the sale of the Preferred
Securities in one or more transactions exempt from registration under the
Securities Act, and in compliance with applicable state securities or blue sky
laws;


 


(D)          assisting in the sending of notices (other
than notices of default) and other information regarding the Trust Securities
and the Notes to the Holders in accordance with this Trust Agreement;


 


(E)           the appointment of a Paying Agent and
Securities Registrar in accordance with this Trust Agreement;


 


(F)           execution of the Trust Securities on behalf
of the Trust in accordance with this Trust Agreement;


 


(G)           execution and delivery of closing
certificates, if any, pursuant to the Purchase Agreements and application for a
taxpayer identification number for the Trust;


 


12





















 


(H)          preparation and filing of all applicable tax
returns and tax information reports that are required to be filed on behalf of
the Trust;


 


(I)            establishing a record date with respect to
all actions to be taken hereunder that require a record date to be established,
except as provided in Section 6.10(a);


 


(J)            unless otherwise required by the Delaware
Statutory Trust Act to execute on behalf of the Trust (either acting alone or
together with the other Administrative Trustees) any documents that such
Administrative Trustee has the power to execute pursuant to this Trust
Agreement; and


 


(K)          the taking of any action incidental to the
foregoing as such Administrative Trustee may from time to time determine is
necessary or advisable to give effect to the terms of this Trust Agreement.


 


(ii)           As among the Trustees, the Property Trustee
shall have the power, duty and authority to act on behalf of the Trust with
respect to the following matters:


 


(A)          the receipt and holding of legal title of the
Notes;


 


(B)           the establishment of the Payment Account;


 


(C)           the collection of interest, principal and any
other payments made in respect of the Notes and the holding of such amounts in
the Payment Account;


 


(D)          the distribution through the Paying Agent of
amounts distributable to the Holders in respect of the Trust Securities;


 


(E)           the exercise of all of the rights, powers and
privileges of a holder of the Notes in accordance with the terms of this Trust
Agreement;


 


(F)           the sending of notices of default and other
information regarding the Trust Securities and the Notes to the Holders in
accordance with this Trust Agreement;


 


(G)           the distribution of the Trust Property in
accordance with the terms of this Trust Agreement;


 


(H)          to the extent provided in this Trust
Agreement, the winding up of the affairs of and liquidation of the Trust,
provided that the Administrative Trustees shall have the power, duty and
authority to act on behalf of the Trust with respect to the preparation,
execution and filing of the certificate of cancellation of the Trust with the
Secretary of State of the State of Delaware; and


 


(I)            the taking of any action incidental to the
foregoing as the Property Trustee may from time to time determine is necessary
or advisable to give effect to the terms of this Trust Agreement and protect
and conserve the Trust Property 


 


13





















 


for the benefit of the
Holders (without consideration of the effect of any such action on any
particular Holder).


 


(b)           In connection with the issue and sale of the
Preferred Securities, the Depositor shall have the right and responsibility to
assist the Trust with respect to, or effect on behalf of the Trust, the
following (and any actions taken by the Depositor in furtherance of the
following prior to the date of this Trust Agreement are hereby ratified and
confirmed in all respects):


 


(i)            the negotiation of the terms of, and the
execution and delivery of, the Purchase Agreements providing for the sale of
the Preferred Securities in one or more transactions exempt from registration
under the Securities Act, and in compliance with applicable state securities or
blue sky laws; and


 


(ii)           the taking of any other actions necessary or
desirable to carry out any of the foregoing activities.


 


(c)           Notwithstanding anything herein to the
contrary, the Administrative Trustees are authorized and directed to conduct
the affairs of the Trust and authorized to operate the Trust so that the Trust
will not be taxable as a corporation or classified as other than a grantor
trust for United States federal income tax purposes, so that the Notes will be
treated as indebtedness of the Depositor for United States federal income tax
purposes and so that the Trust will not be deemed to be an “investment company”
required to be registered under the Investment Company Act.  In respect thereof, each Administrative
Trustee is authorized to take any action, not inconsistent with applicable law,
the Certificate of Trust or this Trust Agreement, that such Administrative
Trustee determines in his or her discretion to be necessary or desirable for
such purposes, as long as such action does not adversely affect in any material
respect the interests of the Holders of the Outstanding Preferred
Securities.  In no event shall the
Administrative Trustees be liable to the Trust or the Holders for any failure
to comply with this Section 2.5 to the extent that such failure results
solely from a change in law or regulation or in the interpretation thereof.


 


(d)           Any action taken by a Trustee in accordance
with its powers shall constitute the act of and serve to bind the Trust.  In dealing with any Trustee acting on behalf
of the Trust, no Person shall be required to inquire into the authority of such
Trustee to bind the Trust.  Persons
dealing with the Trust are entitled to rely conclusively on the power and
authority of any Trustee as set forth in this Trust Agreement.


 


SECTION 2.6.        Assets of Trust.


 


The assets of
the Trust shall consist of the Trust Property.


 


SECTION
2.7.        Title to Trust Property.


 


(a)           Legal title to all Trust Property shall be
vested at all times in the Property Trustee and shall be held and administered
by the Property Trustee in trust for the benefit of the Trust and the Holders
in accordance with this Trust Agreement.


 


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(b)           The Holders shall not have any right or title
to the Trust Property other than the undivided beneficial interest in the
assets of the Trust conferred by their Trust Securities and they shall have no
right to call for any partition or division of property, profits or rights of
the Trust except as described below. The Trust Securities shall be personal property
giving only the rights specifically set forth therein and in this Trust
Agreement.


 


ARTICLE
III.



Payment Account;  Paying Agents


 


SECTION 3.1.        Payment Account.


 


(a)           On or prior to the Closing Date, the Property
Trustee shall establish the Payment Account. The Property Trustee and the
Paying Agent shall have exclusive control and sole right of withdrawal with
respect to the Payment Account for the purpose of making deposits in and
withdrawals from the Payment Account in accordance with this Trust Agreement.
All monies and other property deposited or held from time to time in the
Payment Account shall be held by the Property Trustee in the Payment Account
for the exclusive benefit of the Holders and for Distribution as herein
provided.


 


(b)           The Property Trustee shall deposit in the
Payment Account, promptly upon receipt, all payments of principal of or
interest on, and any other payments with respect to, the Notes. Amounts held in
the Payment Account shall not be invested by the Property Trustee pending distribution
thereof.


 


SECTION
3.2.        Appointment of Paying Agents.


 


The Paying
Agent shall initially be the Property Trustee. The Paying Agent shall make
Distributions to Holders from the Payment Account and shall report the amounts
of such Distributions to the Property Trustee and the Administrative Trustees.
Any Paying Agent shall have the revocable power to withdraw funds from the
Payment Account solely for the purpose of making the Distributions referred to
above. The Administrative Trustees may revoke such power and remove the Paying
Agent in their sole discretion. Any Person acting as Paying Agent shall be
permitted to resign as Paying Agent upon thirty (30) days’ written notice to
the Administrative Trustees and the Property Trustee. If the Property Trustee
shall no longer be the Paying Agent or a successor Paying Agent shall resign or
its authority to act be revoked, the Administrative Trustees shall appoint a
successor (which shall be a bank or trust company) to act as Paying Agent.  Such successor Paying Agent appointed by the
Administrative Trustees shall execute and deliver to the Trustees an instrument
in which such successor Paying Agent shall agree with the Trustees that as
Paying Agent, such successor Paying Agent will hold all sums, if any, held by
it for payment to the Holders in trust for the benefit of the Holders entitled
thereto until such sums shall be paid to such Holders. The Paying Agent shall
return all unclaimed funds to the Property Trustee and upon removal of a Paying
Agent such Paying Agent shall also return all funds in its possession to the
Property Trustee. The provisions of Article VIII shall apply to the
Property Trustee also in its role as Paying Agent, for so long as the Property
Trustee shall act as Paying Agent and, to the extent applicable, to any other
Paying Agent appointed hereunder. 


 


15





















 


Any reference in this Trust
Agreement to the Paying Agent shall include any co-paying agent unless the
context requires otherwise.


 


ARTICLE
IV.



Distributions; Redemption


 


SECTION 4.1.        Distributions.


 


(a)           The Trust Securities represent undivided
beneficial interests in the Trust Property, and Distributions (including any
Additional Interest Amounts) will be made on the Trust Securities at the rate
and on the dates that payments of interest (including any Additional Interest)
are made on the Notes. Accordingly:


 


(i)            Distributions on the Trust Securities shall
be cumulative, and shall accumulate whether or not there are funds of the Trust
available for the payment of Distributions. 
Distributions shall accumulate from June 30, 2005, and, except as
provided in clause (ii) below, shall be payable quarterly in arrears on January
30, April 30, July 30,
and October 30 of each
year, commencing on October 30, 2005.  If
any date on which a Distribution is otherwise payable on the Trust Securities
is not a Business Day, then the payment of such Distribution shall be made on
the next succeeding Business Day (and no interest shall accrue in respect of
the amounts whose payment is so delayed for the period from and after each such
date until the next succeeding Business Day), except that, if such Business Day
falls in the next succeeding calendar year, such payment shall be made on the
immediately preceding Business Day, in each case, with the same force and
effect as if made on such date (each date on which Distributions are payable in
accordance with this Section 4.1(a)(i), a “Distribution Date”);


 


(ii)           in the event (and to the extent) that the
Depositor exercises its right under the Indenture to defer the payment of
interest on the Notes, upon thirty (30) days’ prior written notice,
Distributions on the Trust Securities shall be deferred.  Under the Indenture, so long as no Note Event
of Default has occurred and is continuing and upon thirty (30) days’ prior
written notice, the Depositor shall have the right, at any time and from time
to time during the term of the Notes, to defer the payment of interest on the
Notes for a period of up to eight (8) consecutive
quarterly interest payment periods
(each such extended interest payment period, an “Extension Period”), during
which Extension Period no interest on the Notes shall be due and payable
(except any Additional Tax Sums that may be due and payable).  No interest on the Notes shall be due and
payable during an Extension Period, except at the end thereof.  If Distributions are deferred, the deferred
Distributions shall be paid on the date that the related Extension Period
terminates, to Holders of the Trust Securities as they appear on the books and
records of the Trust on the record date immediately preceding such termination
date.


 


(iii)          Distributions shall accumulate in respect of
the Trust Securities at a fixed rate equal to 5.61%  per annum through
the interest payment date in July 2015 and



 


16





















 


thereafter at a variable rate equal to LIBOR plus 1.25%
per annum of the Liquidation Amount of the Trust Securities, such rate being
the rate of interest payable on the Notes. 
LIBOR shall be determined by the Calculation Agent in accordance with Schedule
A.  During the Fixed Rate Period, the amount of
Distributions payable for any period less than a full Distribution period shall
be computed on the basis of a 360-day year of twelve 30-day months and the
amount payable for any partial period shall be computed on the basis of the
number of days elapsed in a 360-day year of twelve 30-day months.  Upon expiration of the Fixed Rate Period, the
amount of interest payable for any Distribution period will be computed on the
basis of a 360-day year and the actual number of days elapsed in the relevant
Distribution period.  The amount of Distributions
payable for any period shall include any Additional Interest Amounts in respect
of such period; and


 


(iv)          Distributions on the Trust Securities shall
be made by the Paying Agent from the Payment Account and shall be payable on
each Distribution Date only to the extent that the Trust has funds then on hand
and available in the Payment Account for the payment of such Distributions.


 


(b)           Distributions on the Trust Securities with
respect to a Distribution Date shall be payable to the Holders thereof as they
appear on the Securities Register for the Trust Securities at the close of
business on the relevant record date, which shall be at the close of business
on the fifteenth day (whether or not a Business Day) preceding the relevant
Distribution Date, except that Distributions and any Additional Interest
Amounts payable on the stated maturity (or any date of principal repayment upon
early maturity) of the principal of a Trust Security or on a Redemption Date
shall be paid to the Person to whom principal is paid.  Distributions payable on any Trust Securities
that are not punctually paid on any Distribution Date as a result of the
Depositor having failed to make an interest payment under the Notes will cease
to be payable to the Person in whose name such Trust Securities are registered
on the relevant record date, and such defaulted Distributions and any
Additional Interest Amounts will instead be payable to the Person in whose name
such Trust Securities are registered on the special record date, or other
specified date for determining Holders entitled to such defaulted Distribution
and Additional Interest Amount, established in the same manner, and on the same
date, as such is established with respect to the Notes under the Indenture.


 


(c)           As a condition to the payment of any
principal of or interest on the Trust Securities without the imposition of
withholding tax, the Administrative Trustees shall require the previous
delivery of properly completed and signed applicable U.S. federal income tax
certifications (generally, an Internal Revenue Service Form W-9 (or applicable
successor form) in the case of a person that is a “United States person” within
the meaning of Section 7701(a)(30) of the Code or an Internal Revenue Service
Form W-8 (or applicable successor form) in the case of a person that is not a “United
States person” within the meaning of Section 7701(a)(30) of the Code) and any
other certification acceptable to it to enable the Property Trustee or any
Paying Agent to determine their respective duties and liabilities with respect
to any taxes or other charges that they may be required to pay, deduct or
withhold in respect of such Trust Securities.


 


17





















 


SECTION 4.2.        Redemption.


 


(a)           On each Note Redemption Date and on the
stated maturity (or any date of principal repayment upon early maturity) of the
Notes and on each other date on (or in respect of) which any principal on the
Notes is repaid, the Trust will be required to redeem a Like Amount of Trust
Securities at the Redemption Price.


 


(b)           Notice of redemption shall be given by the
Property Trustee by first-class mail, postage prepaid, mailed not less than
thirty (30) nor more than sixty (60) days prior to the Redemption Date to each
Holder of Trust Securities to be redeemed, at such Holder’s address appearing
in the Securities Register. All notices of redemption shall state:


 


(i)            the Redemption Date;


 


(ii)           the Redemption Price or, if the Redemption
Price cannot be calculated prior to the time the notice is required to be sent,
the estimate of the Redemption Price provided pursuant to the Indenture, as
calculated by the Depositor, together with a statement that it is an estimate
and that the actual Redemption Price will be calculated by the Calculation
Agent on the fifth Business Day prior to the Redemption Date (and if an
estimate is provided, a further notice shall be sent of the actual Redemption
Price on the date that such Redemption Price is calculated);


 


(iii)          if less than all the Outstanding Trust
Securities are to be redeemed, the identification (and, in the case of partial
redemption, the respective amounts) and Liquidation Amounts of the particular
Trust Securities to be redeemed;


 


(iv)          that on the Redemption Date, the Redemption
Price will become due and payable upon each such Trust Security, or portion
thereof, to be redeemed and that Distributions thereon will cease to accumulate
on such Trust Security or such portion, as the case may be, on and after said
date, except as provided in Section 4.2(d);


 


(v)           the place or places where the Trust
Securities are to be surrendered for the payment of the Redemption Price; and


 


(vi)          such other provisions as the Property Trustee
deems relevant.


 


(c)           The Trust Securities (or portion thereof)
redeemed on each Redemption Date shall be redeemed at the Redemption Price with
the proceeds from the contemporaneous redemption or payment at maturity of
Notes. Redemptions of the Trust Securities (or portion thereof) shall be made
and the Redemption Price shall be payable on each Redemption Date only to the
extent that the Trust has funds then on hand and available in the Payment
Account for the payment of such Redemption Price.  Under the Indenture, the Notes may be
redeemed by the Depositor on any Interest Payment Date, at the Depositor’s
option, on or after July 30, 2010, in
whole or in part, from time to time at the Optional Note Redemption Price.  The Notes may also be redeemed by the
Depositor, at its option pursuant to the terms of the Indenture, in whole but
not in part, upon the occurrence and during the continuation of an Investment
Company Event or a Tax Event, at the Special Note Redemption Price.


 


18





















 


(d)           If the Property Trustee gives a notice of
redemption in respect of any Preferred Securities, then by 10:00 A.M., New York
City time, on the Redemption Date, the Depositor shall deposit sufficient funds
with the Property Trustee to pay the Redemption Price.  If such deposit has been made by such time,
then by 12:00 noon, New York City time, on the Redemption Date, the Property
Trustee will, with respect to Book-Entry Preferred Securities, irrevocably
deposit with the Depositary for such Book-Entry Preferred Securities, to the
extent available therefor, funds sufficient to pay the applicable Redemption
Price and will give such Depositary irrevocable instructions and authority to
pay the Redemption Price to the Holders of the Preferred Securities. With
respect to Preferred Securities that are not Book-Entry Preferred Securities,
the Property Trustee will irrevocably deposit with the Paying Agent, to the extent
available therefor, funds sufficient to pay the applicable Redemption Price and
will give the Paying Agent irrevocable instructions and authority to pay the
Redemption Price to the Holders of the Preferred Securities upon surrender of
their Preferred Securities Certificates. Notwithstanding the foregoing,
Distributions payable on or prior to the Redemption Date for any Trust
Securities (or portion thereof) called for redemption shall be payable to the
Holders of such Trust Securities as they appear on the Securities Register on
the relevant record dates for the related Distribution Dates. If notice of
redemption shall have been given and funds deposited as required, then upon the
date of such deposit, all rights of Holders holding Trust Securities (or portion
thereof) so called for redemption will cease, except the right of such Holders
to receive the Redemption Price and any Distribution payable in respect of the
Trust Securities on or prior to the Redemption Date, but without interest, and,
in the case of a partial redemption, the right of such Holders to receive a new
Trust Security or Securities of authorized denominations, in aggregate
Liquidation Amount equal to the unredeemed portion of such Trust Security or
Securities, and such Securities (or portion thereof) called for redemption will
cease to be Outstanding. In the event that any date on which any Redemption
Price is payable is not a Business Day, then payment of the Redemption Price
payable on such date will be made on the next succeeding Business Day (and no
interest shall accrue in respect of the amounts whose payment is so delayed for
the period from and after each such date until the next succeeding Business
Day), except that, if such Business Day falls in the next succeeding calendar
year, such payment shall be made on the immediately preceding Business Day, in
each case, with the same force and effect as if made on such date. In the event
that payment of the Redemption Price in respect of any Trust Securities (or
portion thereof) called for redemption is improperly withheld or refused and
not paid either by the Trust, Distributions on such Trust Securities (or
portion thereof) will continue to accumulate, as set forth in Section 4.1,
from the Redemption Date originally established by the Trust for such Trust
Securities (or portion thereof) to the date such Redemption Price is actually
paid, in which case the actual payment date will be the date fixed for
redemption for purposes of calculating the Redemption Price.


 


(e)           Subject to Section 4.3(a), if
less than all the Outstanding Trust Securities are to be redeemed on a
Redemption Date, then the aggregate Liquidation Amount of Trust Securities to
be redeemed shall be allocated pro rata
to the Common Securities and the Preferred Securities based upon the relative
aggregate Liquidation Amounts of the Common Securities and the Preferred
Securities.  The Preferred Securities to
be redeemed shall be selected on a pro rata
basis based upon their respective Liquidation Amounts not more than sixty (60) days
prior to the Redemption Date by the Property Trustee from the Outstanding
Preferred Securities not previously called for redemption; provided, that with respect to Holders
that would be required to hold less than one hundred (100) but more than zero (0)
Trust Securities as a result of such 


 


19





















 


redemption, the Trust shall redeem Trust
Securities of each such Holder so that after such redemption such Holder shall
hold either one hundred (100) Trust Securities or such Holder no longer holds
any Trust Securities, and shall use such method (including, without limitation,
by lot) as the Trust shall deem fair and appropriate; and provided, further,
that so long as the Preferred Securities are Book-Entry Preferred Securities,
such selection shall be made in accordance with the Applicable Depositary
Procedures for the Preferred Securities by such Depositary. The Property
Trustee shall promptly notify the Securities Registrar in writing of the
Preferred Securities (or portion thereof) selected for redemption and, in the
case of any Preferred Securities selected for partial redemption, the
Liquidation Amount thereof to be redeemed. For all purposes of this Trust
Agreement, unless the context otherwise requires, all provisions relating to
the redemption of Preferred Securities shall relate, in the case of any
Preferred Securities redeemed or to be redeemed only in part, to the portion of
the aggregate Liquidation Amount of Preferred Securities that has been or is to
be redeemed.


 


(f)            The Trust in issuing the Trust Securities may
use “CUSIP” numbers (if then generally in use), and, if so, the Property
Trustee shall indicate the “CUSIP” numbers of the Trust Securities in notices
of redemption and related materials as a convenience to Holders; provided, that any such notice may state
that no representation is made as to the correctness of such numbers either as
printed on the Trust Securities or as contained in any notice of redemption and
related materials.


 


SECTION
4.3.        Subordination of Common Securities.


 


(a)           Payment of Distributions (including any
Additional Interest Amounts) on, the Redemption Price of and the Liquidation
Distribution in respect of, the Trust Securities, as applicable, shall be made,
pro rata among the Common
Securities and the Preferred Securities based on the Liquidation Amount of the
respective Trust Securities; provided, that if on any Distribution Date,
Redemption Date or Liquidation Date an Event of Default shall have occurred and
be continuing, no payment of any Distribution (including any Additional
Interest Amounts) on, Redemption Price of or Liquidation Distribution in
respect of, any Common Security, and no other payment on account of the
redemption, liquidation or other acquisition of Common Securities, shall be
made unless payment in full in cash of all accumulated and unpaid Distributions
(including any Additional Interest Amounts) on all Outstanding Preferred
Securities for all Distribution periods terminating on or prior thereto, or in
the case of payment of the Redemption Price the full amount of such Redemption
Price on all Outstanding Preferred Securities then called for redemption, or in
the case of payment of the Liquidation Distribution the full amount of such
Liquidation Distribution on all Outstanding Preferred Securities, shall have
been made or provided for, and all funds immediately available to the Property
Trustee shall first be applied to the payment in full in cash of all
Distributions (including any Additional Interest Amounts) on, or the Redemption
Price of or the Liquidation Distribution in respect of, the Preferred
Securities then due and payable.


 


(b)           In the case of the occurrence of any Event of
Default, the Holders of the Common Securities shall have no right to act with respect
to any such Event of Default under this Trust Agreement until all such Events
of Default with respect to the Preferred Securities have been cured, waived or
otherwise eliminated. Until all such Events of Default under this Trust
Agreement with respect to the Preferred Securities have been so cured, waived
or otherwise


 


20





















 


eliminated, the Property Trustee shall act
solely on behalf of the Holders of the Preferred Securities and not on behalf
of the Holders of the Common Securities, and only the Holders of all the
Preferred Securities will have the right to direct the Property Trustee to act
on their behalf.


 


SECTION
4.4.        Payment Procedures.


 


Payments of
Distributions (including any Additional Interest Amounts), the Redemption
Price, Liquidation Amount or any other amounts in respect of the Preferred
Securities shall be made by wire transfer at such place and to such account at
a banking institution in the United States as may be designated in writing at least
ten (10) Business Days prior to the date for payment by the Person entitled
thereto unless proper written transfer instructions have not been received by
the relevant record date, in which case such payments shall be made by check
mailed to the address of such Person as such address shall appear in the
Securities Register.  If any Preferred
Securities are held by a Depositary, such Distributions thereon shall be made
to the Depositary in immediately available funds. Payments in respect of the
Common Securities shall be made in such manner as shall be mutually agreed
between the Property Trustee and the Holder of all the Common Securities.


 


SECTION 4.5.        Withholding Tax.


 


(a)           The Trust and the Administrative Trustees
shall comply with all withholding and backup withholding tax requirements under
United States federal, state and local law. 
The Administrative Trustees on behalf of the Trust shall request, and
the Holders shall provide to the Trust, such forms or certificates as are
necessary to establish an exemption from withholding and backup withholding tax
with respect to each Holder and any representations and forms as shall
reasonably be requested by the Administrative Trustees on behalf of the Trust
to assist it in determining the extent of, and in fulfilling, its withholding
and backup withholding tax obligations. 
The Administrative Trustees shall file required forms with applicable
jurisdictions and, unless an exemption from withholding and backup withholding
tax is properly established by a Holder, shall remit amounts withheld with
respect to the Holder to applicable jurisdictions.  To the extent that the Trust is required to
withhold and pay over any amounts to any jurisdiction with respect to
Distributions or allocations to any Holder, the amount withheld shall be deemed
to be a Distribution in the amount of the withholding to the Holder.  In the event of any claimed overwithholding,
Holders shall be limited to an action against the applicable jurisdiction.  If the amount required to be withheld was not
withheld from actual Distributions made, the Administrative Trustees on behalf
of the Trust may reduce subsequent Distributions by the amount of such required
withholding.


 


SECTION
4.6.        Tax Returns and Other Reports.


 


The Administrative Trustees
shall prepare (or cause to be prepared) at the principal office of the Trust in
the United States, as defined for purposes of Treasury regulations section
301.7701-7, at the Depositor’s expense, and file, all United States federal,
state and local tax and information returns and reports required to be filed by
or in respect of the Trust.  The
Administrative Trustees shall prepare at the principal office of the Trust in
the United States, as defined for purposes of Treasury regulations section
301.7701-7, and furnish (or cause to be prepared and furnished), by January 31
in each taxable year of the Trust to each Holder all 


 


21





















 


Internal Revenue Service forms and returns
required to be provided by the Trust. The Administrative Trustees shall provide
the Depositor, Cohen Bros. & Company and the Property Trustee with a copy
of all such returns and reports promptly after such filing or furnishing.


 


SECTION
4.7.        Payment of Taxes, Duties, Etc. of the Trust.


 


Upon receipt
under the Notes of Additional Tax Sums and upon the written direction of the
Administrative Trustees, the Property Trustee shall promptly pay, solely out of
monies on deposit pursuant to this Trust Agreement, any Additional Taxes
imposed on the Trust by the United States or any other taxing authority.


 


SECTION
4.8.        Payments under Indenture or Pursuant to Direct Actions.


 


Any amount
payable hereunder to any Holder of Preferred Securities shall be reduced by the
amount of any corresponding payment such Holder (or any Owner with respect
thereto) has directly received pursuant to Section 5.8 of the Indenture or
Section 6.10(b) of this Trust Agreement.


 


SECTION 4.9.        Exchanges.


 


(a)           If at any time the Depositor or any of its Affiliates (in
either case, a “Depositor Affiliate”)
is the Owner or Holder of any Preferred Securities, such Depositor Affiliate
shall have the right to deliver to the Property Trustee all or such portion of
its Preferred Securities as it elects and, subject to compliance with Sections
2.2 and 3.5 of the Indenture, receive, in exchange therefor, a Like Amount of
Notes.  Such election shall be
exercisable effective on any Distribution Date by such Depositor Affiliate
delivering to the Property Trustee (i) at least ten (10) Business Days prior to
the Distribution Date on which such exchange is to occur, the registration
instructions and the documentation, if any, required pursuant to Sections 2.2
and 3.5 of the Indenture to enable the Indenture Trustee to issue the requested
Like Amount of Notes, (ii) a written notice of such election specifying the
Liquidation Amount of Preferred Securities with respect to which such election
is being made and the Distribution Date on which such exchange shall occur,
which Distribution Date shall be not less than ten (10) Business Days after the
date of receipt by the Property Trustee of such election notice and (iii) shall
be conditioned upon such Depositor Affiliate having delivered or caused to be
delivered to the Property Trustee or its designee the Preferred Securities that
are the subject of such election by 10:00 A.M. New York time, on the
Distribution Date on which such exchange is to occur.  After the exchange, such Preferred Securities
will be canceled and will no longer be deemed to be Outstanding and all rights
of the Depositor Affiliate with respect to such Preferred Securities will
cease.


 


(b)           In the case of an exchange described in Section 4.9(a),
the Property Trustee on behalf of the Trust will, on the date of such exchange,
exchange Notes having a principal amount equal to a proportional amount of the
aggregate Liquidation Amount of the Outstanding Common Securities, based on the
ratio of the aggregate Liquidation Amount of the Preferred Securities exchanged
pursuant to Section 4.9(a) divided by the aggregate Liquidation Amount
of the Preferred Securities Outstanding immediately prior to such exchange, for
such proportional amount of Common Securities held by the Depositor (which
contemporaneously shall be canceled and no longer be deemed to be Outstanding);
provided, that the Depositor
delivers or 


 


22





















 


causes to be delivered to the Property
Trustee or its designee the required amount of Common Securities to be
exchanged by 10:00 A.M. New York time, on the Distribution Date on which such
exchange is to occur.


 


SECTION
4.10.      Calculation Agent.


 


(a)           The Property Trustee shall initially, and, subject to the
immediately following sentence, for so long as it holds any of the Notes, be
the Calculation Agent for purposes of determining LIBOR for each Distribution
Date.  The Calculation Agent may be
removed by the Administrative Trustees at any time.  If the Calculation Agent is unable or
unwilling to act as such or is removed by the Administrative Trustees, the
Administrative Trustees will promptly appoint as a replacement Calculation
Agent the London office of a leading bank which is engaged in transactions in
six-month Eurodollar deposits in the international Eurodollar market and which
does not control or is not controlled by or under common control with the
Administrative Trustee or its Affiliates. 
The Calculation Agent may not resign its duties without a successor having
been duly appointed.


 


(b)           The Calculation Agent shall be required to agree that, as
soon as possible after 11:00 a.m. (London time) on each LIBOR Determination
Date, but in no event later than 11:00 a.m. (London time) on the Business Day
immediately following each LIBOR Determination Date, the Calculation Agent will
calculate the interest rate (rounded to the nearest cent, with half a cent
being rounded upwards) for the related Distribution Date, and will communicate
such rate and amount to the Depositor, the Administrative Trustees, the Note
Trustee, each Paying Agent and the Depositary. The Calculation Agent will also
specify to the Administrative Trustee the quotations upon which the foregoing
rates and amounts are based and, in any event, the Calculation Agent shall
notify the Administrative Trustees before 5:00 p.m. (London time) on each LIBOR
Determination Date that either: 
(i) it has determined or is in the process of determining the
foregoing rates and amounts or (ii) it has not determined and is not in
the process of determining the foregoing rates and amounts, together with its
reasons therefor.  The Calculation
Agent’s determination of the foregoing rates and amounts for any Distribution
Date will (in the absence of manifest error) be final and binding upon all
parties.  For the sole purpose of
calculating the interest rate for the Trust Securities, “Business Day” shall be
defined as any day on which dealings in deposits in Dollars are transacted in
the London interbank market.


 


SECTION
4.11.      Certain Accounting Matters.


 


(a)           At all times during the existence of the Trust, the
Administrative Trustees shall keep, or cause to be kept at the principal office
of the Trust in the United States, as defined for purposes of Treasury
Regulations section 301.7701-7, full books of account, records and supporting
documents, which shall reflect in reasonable detail each transaction of the
Trust.  The books of account shall be
maintained on the accrual method of accounting, in accordance with generally
accepted accounting principles, consistently applied.


 


(b)           The Administrative Trustees shall either (i) if the
Depositor is then subject to such reporting requirements, cause each Form 10-K
and Form 10-Q prepared by the Depositor and filed with the Commission in accordance
with the Exchange Act to be delivered to each Holder, with a copy to the
Property Trustee, within thirty (30) days after the filing thereof or
(ii) cause to 


 


23





















 


be prepared at the principal office of the
Trust in the United States, as defined for purposes of Treasury Regulations
section 301.7701-7, and delivered to each of the Holders, with a copy to the
Property Trustee, within ninety (90) days after the end of each Fiscal Year,
annual financial statements of the Trust, including a balance sheet of the
Trust as of the end of such Fiscal Year, and the related statements of income
or loss.


 


(c)           If the Depositor intends to file its annual and quarterly
information with the Commission in electronic form pursuant to Regulation S-T
of the Commission using the Commission’s Electronic Data Gathering, Analysis
and Retrieval (“EDGAR”) system,
the Administrative Trustees shall notify the Property Trustee in the manner
prescribed herein of each such annual and quarterly filing.  The Property Trustee is hereby authorized and
directed to access the EDGAR system for purposes of retrieving the financial
information so filed.  Compliance with
the foregoing shall constitute delivery by the Administrative Trustees of its
financial statements to the Property Trustee in compliance with the provisions
of Section 314(a) of the Trust Indenture Act, if applicable.  The Property Trustee shall have no duty to
search for or obtain any electronic or other filings that the Depositor makes
with the Commission, regardless of whether such filings are periodic,
supplemental or otherwise.  Delivery of
reports, information and documents to the Property Trustee pursuant to this Section
4.11(c) shall be solely for purposes of compliance with this Section
4.11 and, if applicable, with Section 314(a) of the Trust Indenture
Act.  The Property Trustee’s receipt of
such reports, information and documents shall not constitute notice to it of
the content thereof or any matter determinable from the content thereof,
including the Depositor’s compliance with any of its covenants hereunder, as to
which the Property Trustee is entitled to rely upon Officers’ Certificates.


 


(d)           The Trust shall maintain one or more bank accounts in the
United States, as defined for purposes of Treasury Regulations section
301.7701-7, in the name and for the sole benefit of the Trust; provided, however, that all payments of
funds in respect of the Notes held by the Property Trustee shall be made
directly to the Payment Account and no other funds of the Trust shall be
deposited in the Payment Account.  The
sole signatories for such accounts (including the Payment Account) shall be
designated by the Property Trustee.


 


ARTICLE V.



Securities


 


SECTION
5.1.        Initial Ownership.


 


Upon the
creation of the Trust and the contribution by the Depositor referred to in Section 2.3
and until the issuance of the Trust Securities, and at any time during which no
Trust Securities are Outstanding, the Depositor shall be the sole beneficial
owner of the Trust.


 


SECTION
5.2.        Authorized Trust Securities.


 


The Trust
shall be authorized to issue one series of Preferred Securities having an
aggregate Liquidation Amount of $100,000,000 and one series of Common
Securities having an aggregate Liquidation Amount of $3,100,000.


 


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SECTION
5.3.        Issuance of the Common Securities; Subscription and Purchase of Notes.


 


On the Closing
Date, an Administrative Trustee, on behalf of the Trust, shall execute and
deliver to the Depositor Common Securities Certificates, registered in the name
of the Depositor, evidencing an aggregate of Three Thousand One Hundred (3,100) Common Securities having an aggregate
Liquidation Amount of Three Million One Hundred Thousand Dollars $3,100,000,
against receipt by the Trust of the aggregate purchase price of such Common
Securities of Three Million One Hundred Thousand Dollars ($3,100,000). 
Contemporaneously therewith and with the sale by the Trust to the
Holders of an aggregate of One Hundred Thousand (100,000) Preferred Securities
having an aggregate Liquidation Amount of One Hundred Million Dollars
($100,000,000), an Administrative Trustee, on behalf of the Trust, shall
purchase from the Depositor Notes, to be registered in the name of the Property
Trustee on behalf of the Trust and having an aggregate principal amount equal
to One Hundred Three Million One Hundred Thousand Dollars ($103,100,000), and,
in satisfaction of the purchase price for such Notes, the Property Trustee, on
behalf of the Trust, shall deliver to the Depositor the sum of One Hundred
Three Million One Hundred Thousand Dollars ($103,100,000
) (being the aggregate amount paid by the Holders for the Preferred Securities,
and the amount paid by the Depositor for the Common Securities).


 


SECTION
5.4.        The Securities Certificates.


 


(a)           The Preferred Securities Certificates shall be issued in
minimum denominations of $100,000 Liquidation Amount and integral multiples of
$1,000 in excess thereof, and the Common Securities Certificates shall be
issued in minimum denominations of $10,000 Liquidation Amount and integral
multiples of $1,000 in excess thereof. 
The Securities Certificates shall be executed on behalf of the Trust by
manual or facsimile signature of at least one Administrative Trustee.  Securities Certificates bearing the
signatures of individuals who were, at the time when such signatures shall have
been affixed, authorized to sign such Securities Certificates on behalf of the
Trust shall be validly issued and entitled to the benefits of this Trust
Agreement, notwithstanding that such individuals or any of them shall have
ceased to be so authorized prior to the delivery of such Securities
Certificates or did not have such authority at the date of delivery of such Securities
Certificates.


 


(b)           On the Closing Date, upon the written order of an
authorized officer of the Depositor, the Administrative Trustees shall cause
Securities Certificates to be executed on behalf of the Trust and delivered,
without further corporate action by the Depositor, in authorized denominations.


 


(c)           The Preferred Securities issued to QIBs/QPs shall be,
except as provided in Section 5.6, Book-Entry Preferred Securities
issued in the form of one or more Global Preferred Securities registered in the
name of the Depositary, or its nominee and deposited with the Depositary or a
custodian for the Depositary for credit by the Depositary to the respective
accounts of the Depositary Participants thereof (or such other accounts as they
may direct).  The Preferred Securities
issued to a Person other than a QIB/QP shall be issued in the form of
Definitive Preferred Securities Certificates.


 


25





















 


(d)           A Preferred Security shall not be valid until
authenticated by the manual signature of an authorized signatory of the
Property Trustee.  Such signature shall
be conclusive evidence that the Preferred Security has been authenticated under
this Trust Agreement.  Upon written order
of the Trust signed by one Administrative Trustee, the Property Trustee shall
authenticate the Preferred Securities for original issue.  The Property Trustee may appoint an
authenticating agent that is a U.S. Person acceptable to the Trust to
authenticate the Preferred Securities.  A
Common Security need not be so authenticated and shall be valid upon execution
by one or more Administrative Trustees. 
The form of this certificate of authentication can be found in Section
5.13.


 


SECTION
5.5.        Rights of Holders.


 


The Trust
Securities shall have no preemptive or similar rights and when issued and
delivered to Holders against payment of the purchase price therefor will be
fully paid and non-assessable by the Trust. 
Except as provided in Section 5.11(b), the Holders of the Trust
Securities, in their capacities as such, shall be entitled to the same
limitation of personal liability extended to stockholders of private
corporations for profit organized under the General Corporation Law of the
State of Delaware.


 


SECTION
5.6.        Book-Entry Preferred Securities.


 


(a)           A Global Preferred Security may be exchanged, in whole or
in part, for Definitive Preferred Securities Certificates registered in the
names of the Owners only if such exchange complies with Section 5.7 and
(i) the Depositary advises the Administrative Trustees and the Property
Trustee in writing that the Depositary is no longer willing or able properly to
discharge its responsibilities with respect to the Global Preferred Security,
and no qualified successor is appointed by the Administrative Trustees within
ninety (90) days of receipt of such notice, (ii) the Depositary ceases to
be a clearing agency registered under the Exchange Act and the Administrative
Trustees fail to appoint a qualified successor within ninety (90) days of
obtaining knowledge of such event, (iii) the Administrative Trustees at their
option advise the Property Trustee in writing that the Trust elects to
terminate the book-entry system through the Depositary or (iv) a Note
Event of Default has occurred and is continuing. Upon the occurrence of any
event specified in clause (i), (ii), (iii) or (iv) above, the Administrative
Trustees shall notify the Depositary and instruct the Depositary to notify all
Owners of Book-Entry Preferred Securities, the Delaware Trustee and the Property
Trustee of the occurrence of such event and of the availability of the
Definitive Preferred Securities Certificates to Owners of the Preferred
Securities requesting the same. Upon the issuance of Definitive Preferred
Securities Certificates, the Trustees shall recognize the Holders of the
Definitive Preferred Securities Certificates as Holders.  Notwithstanding the foregoing, if an Owner of
a beneficial interest in a Global Preferred Security wishes at any time to transfer
an interest in such Global Preferred Security to a Person other than a QIB/QP,
such transfer shall be effected, subject to the Applicable Depositary
Procedures, in accordance with the provisions of this Section 5.6 and Section
5.7, and the transferee shall receive a Definitive Preferred Securities
Certificate in connection with such transfer.   
A holder of a Definitive Preferred Securities Certificate that is a
QIB/QP may, upon request and in accordance with the provisions of this Section
5.6 and Section 5.7, exchange such Definitive Preferred Securities
Certificate for a beneficial interest in a Global Preferred Security.


 


26





















 


(b)           If any Global Preferred Security is to be exchanged for
Definitive Preferred Securities Certificates or canceled in part, or if any
Definitive Preferred Securities Certificate is to be exchanged in whole or in
part for any Global Preferred Security, then either (i) such Global Preferred
Security shall be so surrendered for exchange or cancellation as provided in this
Article V or (ii) the aggregate Liquidation Amount represented by such
Global Preferred Security shall be reduced, subject to Section 5.4, or
increased by an amount equal to the Liquidation Amount represented by that
portion of the Global Preferred Security to be so exchanged or canceled, or
equal to the Liquidation Amount represented by such Definitive Preferred
Securities Certificates to be so exchanged for any Global Preferred Security,
as the case may be, by means of an appropriate adjustment made on the records
of the Securities Registrar, whereupon the Property Trustee, in accordance with
the Applicable Depositary Procedures, shall instruct the Depositary or its
authorized representative to make a corresponding adjustment to its records.
Upon any such surrender to the Administrative Trustees or the Securities
Registrar of any Global Preferred Security or Securities by the Depositary,
accompanied by registration instructions, the Administrative Trustees, or any
one of them, shall execute the Definitive Preferred Securities Certificates in
accordance with the instructions of the Depositary.  None of the Securities Registrar or the
Trustees shall be liable for any delay in delivery of such instructions and may
conclusively rely on, and shall be fully protected in relying on, such
instructions.


 


(c)           Every Definitive Preferred Securities Certificate executed
and delivered upon registration or transfer of, or in exchange for or in lieu
of, a Global Preferred Security or any portion thereof shall be executed and
delivered in the form of, and shall be, a Global Preferred Security, unless
such Definitive Preferred Securities Certificate is registered in the name of a
Person other than the Depositary for such Global Preferred Security or a
nominee thereof.


 


(d)           The Depositary or its nominee, as registered owner of a
Global Preferred Security, shall be the Holder of such Global Preferred
Security for all purposes under this Trust Agreement and the Global Preferred
Security, and Owners with respect to a Global Preferred Security shall hold
such interests pursuant to the Applicable Depositary Procedures. The Securities
Registrar and the Trustees shall be entitled to deal with the Depositary for
all purposes of this Trust Agreement relating to the Global Preferred Securities
(including the payment of the Liquidation Amount of and Distributions on the
Book-Entry Preferred Securities represented thereby and the giving of
instructions or directions by Owners of Book-Entry Preferred Securities
represented thereby and the giving of notices) as the sole Holder of the
Book-Entry Preferred Securities represented thereby and shall have no
obligations to the Owners thereof.  None
of the Trustees nor the Securities Registrar shall have any liability in
respect of any transfers effected by the Depositary.


 


(e)           The rights of the Owners of the Book-Entry Preferred
Securities shall be exercised only through the Depositary and shall be limited
to those established by law, the Applicable Depositary Procedures and
agreements between such Owners and the Depositary and/or the Depositary
Participants; provided, that
solely for the purpose of determining whether the Holders of the requisite
amount of Preferred Securities have voted on any matter provided for in this
Trust Agreement, to the extent that Preferred Securities are represented by a
Global Preferred Security, the Trustees may conclusively rely on, and shall be
fully protected in relying on, any written instrument (including a proxy)
delivered to the Property Trustee by the Depositary setting forth the Owners’
votes or assigning the right to vote on any matter to any 


 


27





















 


other Persons either in whole or in
part.  To the extent that Preferred
Securities are represented by a Global Preferred Security, the initial
Depositary will make book-entry transfers among the Depositary Participants and
receive and transmit payments on the Preferred Securities that are represented
by a Global Preferred Security to such Depositary Participants, and none of the
Depositor or the Trustees shall have any responsibility or obligation with
respect thereto.


 


(f)            To the extent that a notice or other communication to the
Holders is required under this Trust Agreement, for so long as Preferred
Securities are represented by a Global Preferred Security,  the Trustees shall give all such notices and
communications to the Depositary, and shall have no obligations to the Owners.


 


SECTION
5.7.        Registration of Transfer and Exchange of Preferred Securities
Certificates.


 


(a)           The Property Trustee shall keep or cause to be kept, at
the Corporate Trust Office, a register or registers (the “Securities Register”) in which the
registrar and transfer agent with respect to the Trust Securities (the “Securities Registrar”), subject to such
reasonable regulations as it may prescribe, shall provide for the registration
of Preferred Securities Certificates and Common Securities Certificates and
registration of transfers and exchanges of Preferred Securities Certificates as
herein provided. The Person acting as the Property Trustee shall at all times
also be the Securities Registrar.  The
provisions of Article VIII shall apply to the Property Trustee in its
role as Securities Registrar.


 


(b)           Subject to Section 5.7(d), upon surrender for registration
of transfer of any Preferred Securities Certificate at the office or agency
maintained pursuant to Section 5.7(f), the Administrative Trustees
or any one of them shall execute by manual or facsimile signature and deliver
to the Property Trustee, and the Property Trustee shall authenticate and
deliver, in the name of the designated transferee or transferees, one or more
new Preferred Securities Certificates in authorized denominations of a like
aggregate Liquidation Amount as may be required by this Trust Agreement dated
the date of execution by such Administrative Trustee or Trustees.  At the option of a Holder, Preferred
Securities Certificates may be exchanged for other Preferred Securities
Certificates in authorized denominations and of a like aggregate Liquidation
Amount upon surrender of the Preferred Securities Certificate to be exchanged
at the office or agency maintained pursuant to Section 5.7(f).  Whenever any Preferred Securities
Certificates are so surrendered for exchange, the Administrative Trustees or
any one of them shall execute by manual or facsimile signature and deliver to
the Property Trustee, and the Property Trustee shall authenticate and deliver,
the Preferred Securities Certificates that the Holder making the exchange is
entitled to receive.


 


(c)           The Securities Registrar shall not be required,
(i) to issue, register the transfer of or exchange any Preferred Security
during a period beginning at the opening of business fifteen (15) days before
the day of selection for redemption of such Preferred Securities pursuant to Article
IV and ending at the close of business on the day of mailing of the notice
of redemption or (ii) to register the transfer of or exchange any
Preferred Security so selected for redemption in whole or in part, except, in
the case of any such Preferred Security to be redeemed in part, any portion
thereof not to be redeemed.


 


28





















 


(d)           Every Preferred Securities Certificate presented or
surrendered for registration of transfer or exchange shall be duly endorsed, or
be accompanied by a written instrument of transfer in form satisfactory to the
Securities Registrar duly executed by the Holder or such Holder’s attorney duly
authorized in writing and accompanied by a certificate of the transferee
substantially in the form set forth as Exhibit E hereto.


 


(e)           No service charge shall be made for any registration of
transfer or exchange of Preferred Securities Certificates, but the Property
Trustee on behalf of the Trust may require payment of a sum sufficient to cover
any tax or governmental charge that may be imposed in connection with any
transfer or exchange of Preferred Securities Certificates.


 


(f)            The Administrative Trustees shall designate an office or
offices or agency or agencies where Preferred Securities Certificates may be
surrendered for registration of transfer or exchange and initially designate
the Corporate Trust Office as its office and agency for such purposes. The
Administrative Trustees shall give prompt written notice to the Depositor, the
Property Trustee and to the Holders of any change in the location of any such
office or agency.


 


(g)           The Preferred Securities may only be transferred to a
“Qualified Purchaser” as such term is defined in Section 2(a)(51) of the
Investment Company Act.


 


(h)           Neither the Trustee nor the Securities Registrar shall be
responsible for ascertaining whether any transfer hereunder complies with the
registration provisions of or any exemptions from the Securities Act,
applicable state securities laws or the applicable laws of any other
jurisdiction, ERISA, the Code or the Investment Company Act; provided, that if
a certificate is specifically required by the express terms of this Section
5.7 to be delivered to the Trustee or the Securities Registrar by a Holder
or transferee of a Security, the Trustee and the Securities Registrar shall be
under a duty to receive and examine the same to determine whether or not the
certificate substantially conforms on its face to the requirements of this
Indenture and shall promptly notify the party delivering the same if such
certificate does not comply with such terms.


 


SECTION
5.8.        Mutilated, Destroyed, Lost or Stolen Securities Certificates.


 


(a)           If any mutilated Securities Certificate shall be surrendered
to the Securities Registrar together with such security or indemnity as may be
required by the Securities Registrar to save each of the Trustees harmless, the
Administrative Trustees, or any one of them, on behalf of the Trust, shall
execute and make available for delivery in exchange therefor a new Securities
Certificate of like class, tenor and denomination.


 


(b)           If the Securities Registrar shall receive evidence to its
satisfaction of the destruction, loss or theft of any Securities Certificate and there
shall be delivered to the Securities Registrar such security or indemnity as
may be required by it to save each of the Trustees harmless, then in the
absence of notice that such Securities Certificate shall have been acquired by
a protected purchaser, the Administrative Trustees, or any one of them, on
behalf of the Trust, shall execute and make available for delivery, and, with
respect to Preferred Securities, the Property Trustee shall authenticate, in
exchange for or in lieu of any such destroyed, lost or stolen Securities
Certificate, a new Securities Certificate of like class, tenor and
denomination.


 


29





















 


(c)           In connection with the issuance of any new Securities
Certificate under this Section 5.8, the Administrative Trustees or
the Securities Registrar may require the payment of a sum sufficient to cover
any tax or other governmental charge that may be imposed in connection
therewith.


 


(d)           Any duplicate Securities Certificate issued pursuant to this
Section 5.8 shall constitute conclusive evidence of an undivided
beneficial interest in the assets of the Trust corresponding to that evidenced
by the mutilated, lost, stolen or destroyed Securities Certificate, as if
originally issued, whether or not the lost, stolen or destroyed Securities
Certificate shall be found at any time.


 


(e)           If any such mutilated, destroyed, lost or stolen
Securities Certificate has become or is about to become due and payable, the
Depositor in its discretion may provide the Administrative Trustee with the
funds to pay such Trust Security and upon receipt of such funds, the
Administrative Trustee shall pay such Trust Security instead of issuing a new
Securities Certificate.


 


(f)            The provisions of this Section 5.8 are exclusive and
shall preclude (to the extent lawful) all other rights and remedies with
respect to the replacement of mutilated, destroyed, lost or stolen Securities
Certificates.


 


SECTION
5.9.        Persons Deemed Holders.


 


The Trustees
and the Securities Registrar shall each treat the Person in whose name any
Securities Certificate shall be registered in the Securities Register as the
owner of such Securities Certificate for the purpose of receiving Distributions
and for all other purposes whatsoever, and none of the Trustees and the
Securities Registrar shall be bound by any notice to the contrary.


 


SECTION 5.10.      Cancellation.


 


All Preferred
Securities Certificates surrendered for registration of transfer or exchange or
for payment shall, if surrendered to any Person other than the Property
Trustee, be delivered to the Property Trustee, and any such Preferred
Securities Certificates and Preferred Securities Certificates surrendered
directly to the Property Trustee for any such purpose shall be promptly
canceled by it.  The Administrative
Trustees may at any time deliver to the Property Trustee for cancellation any
Preferred Securities Certificates previously delivered hereunder that the
Administrative Trustees may have acquired in any manner whatsoever, and all
Preferred Securities Certificates so delivered shall be promptly canceled by
the Property Trustee.  No Preferred
Securities Certificates shall be executed and delivered in lieu of or in
exchange for any Preferred Securities Certificates canceled as provided in this
Section 5.10, except as expressly permitted by this Trust
Agreement.  All canceled Preferred
Securities Certificates shall be retained by the Property Trustee in accordance
with its customary practices.


 


SECTION
5.11.      Ownership of Common Securities by Depositor.


 


(a)           On the Closing Date, the Depositor shall acquire, and
thereafter shall retain, beneficial and record ownership of the Common
Securities. Neither the Depositor nor any successor Holder of the Common
Securities may transfer less than all the Common Securities, 


 


30





















 


and the Depositor or any such successor
Holder may transfer the Common Securities only (i) in connection with a
consolidation or merger of the Depositor into another Person, or any conveyance,
transfer or lease by the Depositor of its properties and assets substantially
as an entirety to any Person (in which event such Common Securities will be
transferred to such surviving entity, transferee or lessee, as the case may
be), pursuant to Section 8.1 of the Indenture or (ii) to the
Depositor or an Affiliate of the Depositor, in each such case in compliance
with applicable law (including the Securities Act, and applicable state
securities and blue sky laws). To the fullest extent permitted by law, any
attempted transfer of the Common Securities other than as set forth in the
immediately preceding sentence shall be void. The Administrative Trustees shall
cause each Common Securities Certificate issued to the Depositor to contain a
legend stating substantially “THIS CERTIFICATE IS NOT TRANSFERABLE EXCEPT IN
COMPLIANCE WITH APPLICABLE LAW AND SECTION 5.11 OF THE TRUST AGREEMENT.”


 


(b)           Any Holder of the Common Securities shall be liable for
the debts and obligations of the Trust in the manner and to the extent set
forth with respect to the Depositor and agrees that it shall be subject to all
liabilities to which the Depositor may be subject and, prior to becoming such a
Holder, shall deliver to the Administrative Trustees an instrument of
assumption satisfactory to such Trustees.


 


SECTION
5.12.      Restricted Legends.


 


(a)           Each Preferred Security Certificate shall bear a legend in
substantially the following form:


 


“[IF THIS SECURITY IS A GLOBAL SECURITY INSERT: THIS
PREFERRED SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE TRUST
AGREEMENT HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE
DEPOSITORY TRUST COMPANY (“DTC”) OR A NOMINEE OF DTC.  THIS PREFERRED SECURITY IS EXCHANGEABLE FOR
SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN DTC OR ITS NOMINEE
ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE TRUST AGREEMENT, AND NO
TRANSFER OF THIS PREFERRED SECURITY (OTHER THAN A TRANSFER OF THIS PREFERRED
SECURITY AS A WHOLE BY DTC TO A NOMINEE OF DTC OR BY A NOMINEE OF DTC TO DTC OR
ANOTHER NOMINEE OF DTC) MAY BE REGISTERED EXCEPT IN LIMITED CIRCUMSTANCES.


 


UNLESS THIS PREFERRED
SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF DTC TO SL GREEN
CAPITAL TRUST I OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT,
AND ANY PREFERRED SECURITY ISSUED IS REGISTERED IN THE NAME OF CEDE & CO.
OR IN SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND
ANY PAYMENT HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR
OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL 


 


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INASMUCH AS THE REGISTERED
OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]


 


THE PREFERRED SECURITIES
REPRESENTED BY THIS CERTIFICATE WERE ORIGINALLY ISSUED IN A TRANSACTION EXEMPT
FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”), AND SUCH PREFERRED SECURITIES OR ANY INTEREST THEREIN, MAY NOT BE
OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR
AN APPLICABLE EXEMPTION THEREFROM.  EACH
PURCHASER OF ANY PREFERRED SECURITIES IS HEREBY NOTIFIED THAT THE SELLER OF THE
PREFERRED SECURITIES MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF
SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A UNDER THE SECURITIES ACT.


 


THE HOLDER OF THE PREFERRED
SECURITIES REPRESENTED BY THIS CERTIFICATE AGREES FOR THE BENEFIT OF THE TRUST
AND THE DEPOSITOR THAT (A) SUCH PREFERRED SECURITIES MAY BE OFFERED, RESOLD OR
OTHERWISE TRANSFERRED ONLY (I) TO THE TRUST OR (II) TO A PERSON WHOM THE SELLER
REASONABLY BELIEVES IS A “QUALIFIED PURCHASER” (AS DEFINED IN SECTION 2(a)(51)
OF THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED), AND (B) THE HOLDER WILL
NOTIFY ANY PURCHASER OF ANY PREFERRED SECURITIES FROM IT OF THE RESALE
RESTRICTIONS REFERRED TO IN (A) ABOVE.


 


THE PREFERRED SECURITIES
WILL BE ISSUED AND MAY BE TRANSFERRED ONLY IN BLOCKS HAVING AN AGGREGATE
LIQUIDATION AMOUNT OF NOT LESS THAN $100,000. TO THE FULLEST EXTENT PERMITTED
BY LAW, ANY ATTEMPTED TRANSFER OF PREFERRED SECURITIES, OR ANY INTEREST
THEREIN,  IN A BLOCK HAVING AN AGGREGATE
LIQUIDATION AMOUNT OF LESS THAN $100,000 AND MULTIPLES OF $1,000 IN EXCESS THEREOF
SHALL BE DEEMED TO BE VOID AND OF NO LEGAL EFFECT WHATSOEVER. TO THE FULLEST
EXTENT PERMITTED BY LAW, ANY SUCH PURPORTED TRANSFEREE SHALL BE DEEMED NOT TO
BE THE HOLDER OF SUCH PREFERRED SECURITIES FOR ANY PURPOSE, INCLUDING, BUT NOT
LIMITED TO, THE RECEIPT OF PRINCIPAL OF OR INTEREST ON SUCH PREFERRED
SECURITIES, OR ANY INTEREST THEREIN, AND SUCH PURPORTED TRANSFEREE SHALL BE
DEEMED TO HAVE NO INTEREST WHATSOEVER IN SUCH PREFERRED SECURITIES.


 


THE HOLDER OF THIS SECURITY,
OR ANY INTEREST THEREIN,  BY ITS
ACCEPTANCE HEREOF OR THEREOF ALSO AGREES, REPRESENTS AND WARRANTS THAT IT IS
NOT AN EMPLOYEE BENEFIT, INDIVIDUAL RETIREMENT ACCOUNT OR OTHER PLAN OR
ARRANGEMENT SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT
OF 1974, AS AMENDED (“ERISA”), OR
SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”) (EACH A “PLAN”), OR AN 


 


32





















 


ENTITY WHOSE UNDERLYING
ASSETS INCLUDE “PLAN ASSETS” BY REASON OF ANY PLAN’S INVESTMENT IN THE ENTITY,
AND NO PERSON INVESTING “PLAN ASSETS” OF ANY PLAN MAY ACQUIRE OR HOLD THIS
PREFERRED SECURITY OR ANY INTEREST THEREIN. ANY PURCHASER OR HOLDER OF THE
PREFERRED SECURITIES OR ANY INTEREST THEREIN WILL BE DEEMED TO HAVE REPRESENTED
BY ITS PURCHASE AND HOLDING THEREOF THAT IT IS NOT AN EMPLOYEE BENEFIT PLAN
WITHIN THE MEANING OF SECTION 3(3) OF ERISA, OR A PLAN TO WHICH SECTION 4975 OF
THE CODE IS APPLICABLE, A TRUSTEE OR OTHER PERSON ACTING ON BEHALF OF AN
EMPLOYEE BENEFIT PLAN OR PLAN, OR ANY OTHER PERSON OR ENTITY USING THE ASSETS
OF ANY EMPLOYEE BENEFIT PLAN OR PLAN TO FINANCE SUCH PURCHASE.”


 


(b)           The above legend shall not be removed from any of the
Preferred Securities Certificates unless there is delivered to the Property
Trustee and the Depositor satisfactory evidence, which may include an opinion
of counsel, as may be reasonably required to ensure that any future transfers
thereof may be made without restriction under the provisions of the Securities
Act and other applicable law.  Upon
provision of such satisfactory evidence, one or more of the Administrative
Trustees on behalf of the Trust shall execute and deliver to the Property
Trustee, and the Property Trustee shall deliver, at the written direction of
the Administrative Trustees and the Depositor, Preferred Securities Certificates
that do not bear the legend.


 


SECTION
5.13.      Form of Certificate of Authentication.


 


The
Property Trustee’s certificate of authentication shall be in substantially the
following form:


 


This
is one of the Preferred Securities referred to in the within-mentioned Trust
Agreement.


 


	
  Dated:

  	
  JPMorgan
  Chase Bank, National Association, 

  not in its individual capacity, but solely as Property 

  Trustee

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Authorized signatory

  



 


ARTICLE
VI.



Meetings; Voting; Acts of Holders


 


SECTION
6.1.        Notice of Meetings.


 


Notice of all
meetings of the Holders of the Preferred Securities, stating the time, place
and purpose of the meeting, shall be given by the Property Trustee pursuant to Section 10.8
to 


 


33





















 


each Holder of Preferred
Securities, at such Holder’s registered address, at least fifteen (15) days and
not more than ninety (90) days before the meeting. At any such meeting, any
business properly before the meeting may be so considered whether or not stated
in the notice of the meeting. Any adjourned meeting may be held as adjourned
without further notice.


 


SECTION
6.2.        Meetings of Holders of the Preferred Securities.


 


(a)           No annual meeting of Holders is required to be held. The
Property Trustee, however, shall call a meeting of the Holders of the Preferred
Securities to vote on any matter upon the written request of the Holders of at
least twenty five percent (25%) in aggregate Liquidation Amount of the
Outstanding Preferred Securities and the Administrative Trustees or the
Property Trustee may, at any time in their discretion, call a meeting of the
Holders of the Preferred Securities to vote on any matters as to which such
Holders are entitled to vote.


 


(b)           The Holders of at least a Majority in Liquidation Amount
of the Preferred Securities, present in person or by proxy, shall constitute a
quorum at any meeting of the Holders of the Preferred Securities.


 


(c)           If a quorum is present at a meeting, an affirmative vote
by the Holders present, in person or by proxy, holding Preferred Securities
representing at least a Majority in Liquidation Amount of the Preferred
Securities held by the Holders present, either in person or by proxy, at such
meeting shall constitute the action of the Holders of the Preferred Securities,
unless this Trust Agreement requires a lesser or greater number of affirmative
votes.


 


SECTION 6.3.        Voting
Rights.


 


Holders shall
be entitled to one vote for each $10,000 of Liquidation Amount represented by
their Outstanding Trust Securities in respect of any matter as to which such
Holders are entitled to vote.


 


SECTION 6.4.        Proxies,
Etc.


 


At any meeting
of Holders, any Holder entitled to vote thereat may vote by proxy, provided, that no proxy shall be voted at
any meeting unless it shall have been placed on file with the Administrative
Trustees, or with such other officer or agent of the Trust as the
Administrative Trustees may direct, for verification prior to the time at which
such vote shall be taken. Pursuant to a resolution of the Property Trustee,
proxies may be solicited in the name of the Property Trustee or one or more
officers of the Property Trustee. Only Holders of record shall be entitled to
vote. When Trust Securities are held jointly by several Persons, any one of
them may vote at any meeting in person or by proxy in respect of such Trust
Securities, but if more than one of them shall be present at such meeting in
person or by proxy, and such joint owners or their proxies so present disagree
as to any vote to be cast, such vote shall not be received in respect of such
Trust Securities. A proxy purporting to be executed by or on behalf of a Holder
shall be deemed valid unless challenged at or prior to its exercise, and the
burden of proving invalidity shall rest on the challenger. No proxy shall be
valid more than three years after its date of execution.


 


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SECTION
6.5.        Holder Action by Written Consent.


 


Any action
that may be taken by Holders at a meeting may be taken without a meeting and
without prior notice if Holders holding at least a Majority in Liquidation
Amount of all Preferred Securities entitled to vote in respect of such action
(or such lesser or greater proportion thereof as shall be required by any other
provision of this Trust Agreement) shall consent to the action in writing; provided, that notice of such action is
promptly provided to the Holders of Preferred Securities that did not consent
to such action.  Any action that may be
taken by the Holders of all the Common Securities may be taken without a
meeting and without prior notice if such Holders shall consent to the action in
writing.


 


SECTION
6.6.        Record Date for Voting and Other Purposes.


 


Except as
provided in Section 6.10(a), for the purposes of determining the Holders
who are entitled to notice of and to vote at any meeting or to act by written
consent, or to participate in any distribution on the Trust Securities in
respect of which a record date is not otherwise provided for in this Trust
Agreement, or for the purpose of any other action, the Administrative Trustees
may from time to time fix a date, not more than ninety (90) days prior to the
date of any meeting of Holders or the payment of a Distribution or other
action, as the case may be, as a record date for the determination of the
identity of the Holders of record for such purposes.


 


SECTION 6.7.        Acts
of Holders.


 


(a)           Any request, demand, authorization, direction, notice,
consent, waiver or other action provided or permitted by this Trust Agreement
to be given, made or taken by Holders may be embodied in and evidenced by one
or more instruments of substantially similar tenor signed by such Holders in
person or by an agent thereof duly appointed in writing; and, except as
otherwise expressly provided herein, such action shall become effective when
such instrument or instruments are delivered to an Administrative Trustee. Such
instrument or instruments (and the action embodied therein and evidenced
thereby) are herein sometimes referred to as the “Act” of the Holders signing such instrument or instruments.
Proof of execution of any such instrument or of a writing appointing any such
agent shall be sufficient for any purpose of this Trust Agreement and
conclusive in favor of the Trustees, if made in the manner provided in this Section
6.7.


 


(b)           The fact and date of the execution by any Person of any
such instrument or writing may be proved by the affidavit of a witness of such
execution or by a certificate of a notary public or other officer authorized by
law to take acknowledgments of deeds, certifying that the individual signing
such instrument or writing acknowledged to him the execution thereof. Where
such execution is by a signer acting in a capacity other than such signer’s
individual capacity, such certificate or affidavit shall also constitute
sufficient proof of such signer’s authority. The fact and date of the execution
of any such instrument or writing, or the authority of the Person executing the
same, may also be proved in any other manner that any Trustee receiving the
same deems sufficient.


 


(c)           The ownership of Trust Securities shall be proved by the
Securities Register.


 


35





















 


(d)           Any request, demand, authorization, direction, notice,
consent, waiver or other Act of the Holder of any Trust Security shall bind
every future Holder of the same Trust Security and the Holder of every Trust
Security issued upon the registration of transfer thereof or in exchange
therefor or in lieu thereof in respect of anything done, omitted or suffered to
be done by the Trustees, the Administrative Trustees or the Trust in reliance
thereon, whether or not notation of such action is made upon such Trust
Security.


 


(e)           Without limiting the foregoing, a Holder entitled
hereunder to take any action hereunder with regard to any particular Trust
Security may do so with regard to all or any part of the Liquidation Amount of
such Trust Security or by one or more duly appointed agents each of which may
do so pursuant to such appointment with regard to all or any part of such
Liquidation Amount.


 


(f)            If any dispute shall arise among the Holders or the
Trustees with respect to the authenticity, validity or binding nature of any
request, demand, authorization, direction, notice, consent, waiver or other Act
of such Holder or Trustee under this Article VI, then the determination
of such matter by the Property Trustee shall be conclusive with respect to such
matter.


 


SECTION
6.8.        Inspection of Records.


 


Upon
reasonable written notice to the Administrative Trustees and the Property
Trustee, the records of the Trust shall be open to inspection by any Holder
during normal business hours for any purpose reasonably related to such
Holder’s interest as a Holder.


 


SECTION
6.9.        Limitations on Voting Rights.


 


(a)           Except as expressly provided in this Trust Agreement and
in the Indenture and as otherwise required by law, no Holder of Preferred
Securities shall have any right to vote or in any manner otherwise control the
administration, operation and management of the Trust or the obligations of the
parties hereto, nor shall anything herein set forth, or contained in the terms
of the Securities Certificates, be construed so as to constitute the Holders
from time to time as partners or members of an association.


 


(b)           So long as any Notes are held by the Property Trustee on
behalf of the Trust, the Property Trustee shall not (i) direct the time,
method and place of conducting any proceeding for any remedy available to the
Note Trustee, or exercise any trust or power conferred on the Property Trustee
with respect to the Notes, (ii) waive any past default that may be waived
under Section 5.13 of the Indenture or waive compliance with any covenant
or condition under Section 10.7 of the Indenture, (iii) exercise any right
to rescind or annul a declaration that the principal of all the Notes shall be
due and payable or (iv) consent to any amendment, modification or
termination of the Indenture or the Notes, where such consent shall be
required, without, in each case, obtaining the prior approval of the Holders of
at least a Majority in Liquidation Amount of the Preferred Securities; provided, that where a consent under the Indenture would require the consent
of each holder of Notes (or each Holder of Preferred Securities) affected
thereby, no such consent shall be given by the Property Trustee without the
prior written consent of each Holder of Preferred Securities. The Property
Trustee shall not revoke any action previously 


 


36





















 


authorized or approved by a vote of the
Holders of the Preferred Securities, except by a subsequent vote of the Holders
of the Preferred Securities.  In addition
to obtaining the foregoing approvals of the Holders of the Preferred
Securities, prior to taking any of the foregoing actions, the Property Trustee
shall, at the expense of the Depositor, obtain an Opinion of Counsel
experienced in such matters to the effect that such action shall not cause the
Trust to be taxable as a corporation or classified as other than a grantor
trust for United States federal income tax purposes.


 


(c)           If any proposed amendment to the Trust Agreement provides
for, or the Trustees otherwise propose to effect, (i) any action that
would adversely affect in any material respect the powers, preferences or
special rights of the Preferred Securities, whether by way of amendment to the
Trust Agreement or otherwise or (ii) the dissolution, winding-up or
termination of the Trust, other than pursuant to the terms of this Trust Agreement,
then the Holders of Outstanding Preferred Securities as a class will be
entitled to vote on such amendment or proposal and such amendment or proposal
shall not be effective except with the approval of the Holders of at least a
Majority in Liquidation Amount of the Preferred Securities. Notwithstanding any
other provision of this Trust Agreement, no amendment to this Trust Agreement
may be made if, as a result of such amendment, it would cause the Trust to be
taxable as a corporation or classified as other than a grantor trust for United
States federal income tax purposes.


 


SECTION
6.10.      Acceleration of Maturity; Rescission of Annulment; Waivers of Past
Defaults.


 


(a)           For so long as any Preferred Securities remain
Outstanding, if, upon a Note Event of Default, the Note Trustee fails or the
holders of not less than twenty five percent (25%) in principal amount of the
outstanding Notes fail to declare the principal of all of the Notes to be
immediately due and payable, the Holders of at least twenty five percent (25%)
in Liquidation Amount of the Preferred Securities then Outstanding shall have
the right to make such declaration by a notice in writing to the Property
Trustee, the Depositor and the Note Trustee. 
At any time after a declaration of acceleration with respect to the
Notes has been made and before a judgment or decree for payment of the money
due has been obtained by the Note Trustee as provided in the Indenture, the
Holders of at least a Majority in Liquidation Amount of the Preferred
Securities, by written notice to the Property Trustee, the Depositor and the
Note Trustee, may rescind and annul such declaration and its consequences if:


 


(i)            the Depositor has paid or deposited
with the Note Trustee a sum sufficient to pay:


 


(A)          all overdue installments of interest
on all of the Notes;


 


(B)           any accrued Additional Interest on
all of the Notes;


 


(C)           the principal of and any premium, if
any, on any Notes that have become due otherwise than by such declaration of
acceleration and interest and Additional Interest thereon at the rate borne by
the Notes; and


 


37





















 


(D)          all sums paid or advanced by the Note
Trustee under the Indenture and the reasonable compensation, expenses,
disbursements and advances of the Note Trustee, the Property Trustee and their
agents and counsel; and


 


(ii)           all Note Events of Default, other
than the non-payment of the principal of the Notes that has become due solely
by such acceleration, have been cured or waived as provided in
Section 5.13 of the Indenture.


 


Upon receipt
by the Property Trustee of written notice requesting such an acceleration, or
rescission and annulment thereof, by Holders of any part of the Preferred
Securities, a record date shall be established for determining Holders of
Outstanding Preferred Securities entitled to join in such notice, which record
date shall be at the close of business on the day the Property Trustee receives
such notice. The Holders on such record date, or their duly designated proxies,
and only such Persons, shall be entitled to join in such notice, whether or not
such Holders remain Holders after such record date; provided, that, unless such declaration of acceleration, or
rescission and annulment, as the case may be, shall have become effective by virtue
of the requisite percentage having joined in such notice prior to the day that
is ninety (90) days after such record date, such notice of declaration of
acceleration, or rescission and annulment, as the case may be, shall
automatically and without further action by any Holder be canceled and of no
further effect. Nothing in this paragraph shall prevent a Holder, or a proxy of
a Holder, from giving, after expiration of such ninety (90)-day period, a new
written notice of declaration of acceleration, or rescission and annulment
thereof, as the case may be, that is identical to a written notice that has
been canceled pursuant to the proviso to the preceding sentence, in which event
a new record date shall be established pursuant to the provisions of this Section 6.10(a).


 


(b)           For so long as any Preferred Securities remain
Outstanding, to the fullest extent permitted by law and subject to the terms of
this Trust Agreement and the Indenture, upon a Note Event of Default specified
in paragraph (a) or (b) of Section 5.1 of the Indenture, any Holder of
Preferred Securities shall have the right to institute a proceeding directly
against the Depositor, pursuant to Section 5.8 of the Indenture, for
enforcement of payment to such Holder of any amounts payable in respect of
Notes having an aggregate principal amount equal to the aggregate Liquidation
Amount of the Preferred Securities of such Holder.  Except as set forth in Section 6.10(a)
and this Section 6.10(b), the Holders of Preferred Securities shall
have no right to exercise directly any right or remedy available to the holders
of, or in respect of, the Notes.


 


(c)           Notwithstanding paragraphs (a) and (b) of this Section
6.10, the Holders of at least a Majority in Liquidation Amount of the
Preferred Securities may, on behalf of the Holders of all the Preferred
Securities, waive any Note Event of Default, except any Note Event of Default
arising from the failure to pay any principal of or any premium, if any, or
interest on (including any Additional Interest) the Notes (unless such Note
Event of Default has been cured and a sum sufficient to pay all matured
installments of interest and all principal and premium, if any, on all Notes
due otherwise than by acceleration has been deposited with the Note Trustee) or
a Note Event of Default in respect of a covenant or provision that under the
Indenture cannot be modified or amended without the consent of the holder of
each outstanding Note.  Upon any such
waiver, such Note Event of Default shall cease to exist and any Note Event of
Default arising therefrom shall be deemed to have been cured for every purpose
of the Indenture; but no 


 


38





















 


such waiver shall affect any subsequent Note
Event of Default or impair any right consequent thereon.


 


(d)           Notwithstanding paragraphs (a) and (b) of this Section
6.10, the Holders of at least a Majority in Liquidation Amount of the
Preferred Securities may, on behalf of the Holders of all the Preferred
Securities, waive any past Event of Default and its consequences.  Upon such waiver, any such Event of Default
shall cease to exist, and any Event of Default arising therefrom shall be
deemed to have been cured, for every purpose of this Trust Agreement, but no
such waiver shall extend to any subsequent or other Event of Default or impair
any right consequent thereon.


 


(e)           The Holders of a Majority in Liquidation Amount of the
Preferred Securities shall have the right to direct the time, method and place
of conducting any proceeding for any remedy available to the Property Trustee
in respect of this Trust Agreement or the Notes or exercising any trust or
power conferred upon the Property Trustee under this Trust Agreement; provided, that, subject to Sections 8.5 and 8.7, the Property
Trustee shall have the right to decline to follow any such direction if the
Property Trustee being advised by counsel determines that the action so
directed may not lawfully be taken, or if the Property Trustee in good faith
shall, by an officer or officers of the Property Trustee, determine that the
proceedings so directed would be illegal or involve it in personal liability or
be unduly prejudicial to the rights of Holders not party to such direction, and
provided, further, that nothing in this Trust Agreement
shall impair the right of the Property Trustee to take any action deemed proper
by the Property Trustee and which is not inconsistent with such direction.


 


ARTICLE
VII.



Representations and Warranties


 


SECTION
7.1.        Representations and Warranties of the Property Trustee and the Delaware
Trustee.


 


The Property
Trustee and the Delaware Trustee, each severally on behalf of and as to itself,
hereby represents and warrants for the benefit of the Depositor and the Holders
that:


 


(a)           the Property Trustee is a national
banking association, duly organized and validly existing under the laws of the
United States;


 


(b)           the Property Trustee has full
corporate power, authority and legal right to execute, deliver and perform its
obligations under this Trust Agreement and has taken all necessary action to
authorize the execution, delivery and performance by it of this Trust
Agreement;


 


(c)           the Delaware Trustee is a national
banking association, duly formed and validly existing under the laws of the
United States;


 


(d)           the Delaware Trustee has full
corporate power, authority and legal right to execute, deliver and perform its
obligations under this Trust Agreement and has taken all 


 


39





















 


necessary action to
authorize the execution, delivery and performance by it of this Trust
Agreement;


 


(e)           this Trust Agreement has been duly
authorized, executed and delivered by the Property Trustee and the Delaware
Trustee and constitutes the legal, valid and binding agreement of each of the
Property Trustee and the Delaware Trustee enforceable against each of them in
accordance with its terms, subject to applicable bankruptcy, insolvency,
fraudulent transfer, reorganization, moratorium and similar laws affecting
creditors’ rights generally and to general principles of equity;


 


(f)            the execution, delivery and
performance of this Trust Agreement have been duly authorized by all necessary
corporate or other action on the part of the Property Trustee and the Delaware
Trustee and do not require any approval of stockholders of the Property Trustee
and the Delaware Trustee and such execution, delivery and performance will not
(i) violate the Restated Organization Certificate or Articles of
Association, as applicable, or By-laws of the Property Trustee or the Delaware
Trustee, (ii) violate any provision of, or constitute, with or without notice
or lapse of time, a default under, or result in the imposition of any lien on
any properties included in the Trust Property pursuant to the provisions of any
indenture, mortgage, credit agreement, license or other agreement or instrument
to which the Property Trustee or the Delaware Trustee is a party or by which it
is bound, or (iii) violate any applicable law, governmental rule or
regulation of the United States or the State of Delaware, as the case may be,
governing the banking, trust or general powers of the Property Trustee or the
Delaware Trustee or any order, judgment or decree applicable to the Property
Trustee or the Delaware Trustee;


 


(g)           neither the authorization, execution
or delivery by the Property Trustee or the Delaware Trustee of this Trust
Agreement nor the consummation of any of the transactions by the Property
Trustee or the Delaware Trustee contemplated herein requires the consent or
approval of, the giving of notice to, the registration with or the taking of
any other action with respect to any governmental authority or agency under any
existing law of the United States or the State of Delaware governing the
banking, trust or general powers of the Property Trustee or the Delaware
Trustee, as the case may be; and


 


(h)           to the best of each of the Property
Trustee’s and the Delaware Trustee’s knowledge, there are no proceedings
pending or threatened against or affecting the Property Trustee or the Delaware
Trustee in any court or before any governmental authority, agency or
arbitration board or tribunal that, individually or in the aggregate, would
materially and adversely affect the Trust or would question the right, power
and authority of the Property Trustee or the Delaware Trustee, as the case may
be, to enter into or perform its obligations as one of the Trustees under this
Trust Agreement.


 


SECTION
7.2.        Representations and Warranties of Depositor.


 


The Depositor
hereby represents and warrants for the benefit of the Holders and the Trustees
that:


 


40





















 


(a)           the Depositor is a corporation duly
organized, validly existing and in good standing under the laws of its state of
incorporation;


 


(b)           the Depositor has full corporate
power, authority and legal right to execute, deliver and perform its
obligations under this Trust Agreement and has taken all necessary action to
authorize the execution, delivery and performance by it of this Trust
Agreement;


 


(c)           this Trust Agreement has been duly
authorized, executed and delivered by the Depositor and constitutes the legal,
valid and binding agreement of the Depositor enforceable against the Depositor
in accordance with its terms, subject to applicable bankruptcy, insolvency and
similar laws affecting creditors’ rights generally and to general principles of
equity;


 


(d)           the Securities Certificates issued at
the Closing Date on behalf of the Trust have been duly authorized and will have
been duly and validly executed, issued and delivered by the applicable Trustees
pursuant to the terms and provisions of, and in accordance with the
requirements of, this Trust Agreement and the Holders will be, as of such date,
entitled to the benefits of this Trust Agreement;


 


(e)           the execution, delivery and
performance of this Trust Agreement have been duly authorized by all necessary
corporate or other action on the part of the Depositor and do not require any
approval of stockholders of the Depositor and such execution, delivery and
performance will not (i) violate the articles or certificate of
incorporation or by-laws (or other organizational documents) of the Depositor
or (ii) violate any applicable law, governmental rule or regulation
governing the Depositor or any material portion of its property or any order,
judgment or decree applicable to the Depositor or any material portion of its
property;


 


(f)            neither the authorization, execution
or delivery by the Depositor of this Trust Agreement nor the consummation of
any of the transactions by the Depositor contemplated herein requires the
consent or approval of, the giving of notice to, the registration with or the
taking of any other action with respect to any governmental authority or agency
under any existing law governing the Depositor or any material portion of its
property; and


 


(g)           there are no proceedings pending or,
to the best of the Depositor’s knowledge, threatened against or affecting the
Depositor or any material portion of its property in any court or before any
governmental authority, agency or arbitration board or tribunal that,
individually or in the aggregate, would materially and adversely affect the
Trust or would question the right, power and authority of the Depositor, as the
case may be, to enter into or perform its obligations under this Trust
Agreement.


 


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ARTICLE VIII.



The Trustees


 


SECTION
8.1.        Number of Trustees.


 


The number of
Trustees shall be five (5); provided,
that the Property Trustee and the Delaware Trustee may be the same Person, in
which case the number of Trustees shall be four (4).  The number of Trustees may be increased or
decreased by Act of the Holder of the Common Securities subject to Sections
8.2, 8.3, and 8.4.  The
death, resignation, retirement, removal, bankruptcy, incompetence or incapacity
to perform the duties of a Trustee shall not operate to annul, dissolve or
terminate the Trust.


 


SECTION
8.2.        Property Trustee Required.


 


There shall at
all times be a Property Trustee hereunder with respect to the Trust Securities.
The Property Trustee shall be a corporation organized and doing business under
the laws of the United States or of any state thereof, authorized to exercise
corporate trust powers, having a combined capital and surplus of at least fifty
million dollars ($50,000,000), subject to supervision or examination by federal
or state authority and having an office within the United States.  If any such Person publishes reports of
condition at least annually pursuant to law or to the requirements of its
supervising or examining authority, then for the purposes of this Section
8.2, the combined capital and surplus of such Person shall be deemed to be
its combined capital and surplus as set forth in its most recent report of
condition so published. If at any time the Property Trustee shall cease to be
eligible in accordance with the provisions of this Section 8.2, it shall
resign immediately in the manner and with the effect hereinafter specified in
this Article VIII.


 


SECTION
8.3.        Delaware Trustee Required.


 


(a)           If required by the Delaware Statutory Trust Act, there
shall at all times be a Delaware Trustee with respect to the Trust Securities.
The Delaware Trustee shall either be (i) a natural person who is at least
21 years of age and a resident of the State of Delaware or (ii) a legal
entity that has its principal place of business in the State of Delaware,
otherwise meets the requirements of applicable Delaware law and shall act
through one or more persons authorized to bind such entity.  If at any time the Delaware Trustee shall
cease to be eligible in accordance with the provisions of this Section 8.3,
it shall resign immediately in the manner and with the effect hereinafter
specified in this Article VIII. 
The Delaware Trustee shall have the same rights, privileges and
immunities as the Property Trustee.


 


(b)           The Delaware Trustee shall not be entitled to exercise any
powers, nor shall the Delaware Trustee have any of the duties and
responsibilities, of the Property Trustee or the Administrative Trustees set
forth herein. The Delaware Trustee shall be one of the trustees of the Trust
for the sole and limited purpose of fulfilling the requirements of
Section 3807 of the Delaware Statutory Trust Act and for taking such
actions as are required to be taken by a Delaware trustee under the Delaware
Statutory Trust Act.  The duties
(including fiduciary duties), liabilities and obligations of the Delaware
Trustee shall be limited to (a) accepting legal 


 


42





















 


process served on the Trust in the State of
Delaware and (b) the execution of any certificates required to be filed with
the Secretary of State of the State of Delaware that the Delaware Trustee is
required to execute under Section 3811 of the Delaware Statutory Trust Act and
there shall be no other duties (including fiduciary duties) or obligations,
express or implied, at law or in equity, of the Delaware Trustee.


 


SECTION
8.4.        Appointment of Administrative Trustees.


 


(a)           There shall at all times be one or more Administrative
Trustees hereunder with respect to the Trust Securities. Each Administrative
Trustee shall be either a natural person who is at least 21 years of age or a
legal entity that shall act through one or more persons authorized to bind that
entity.  Each of the individuals
identified as an “Administrative Trustee”
in the preamble of this Trust Agreement hereby accepts his or her appointment
as such.


 


(b)           Except where a requirement for action by a specific number
of Administrative Trustees is expressly set forth in this Trust Agreement, any
act required or permitted to be taken by, and any power of the Administrative
Trustees may be exercised by, or with the consent of, any one such
Administrative Trustee.  Whenever a
vacancy in the number of Administrative Trustees shall occur, until such
vacancy is filled by the appointment of an Administrative Trustee in accordance
with Section 8.11, the Administrative Trustees in office,
regardless of their number (and notwithstanding any other provision of this Trust
Agreement), shall have all the powers granted to the Administrative Trustees
and shall discharge all the duties imposed upon the Administrative Trustees by
this Trust Agreement.


 


SECTION
8.5.        Duties and Responsibilities of the Trustees.


 


(a)           The rights, immunities, duties and responsibilities of the
Trustees shall be as provided by this Trust Agreement and there shall be no
other duties (including fiduciary duties) or obligations, express or implied,
at law or in equity, of the Trustees; provided,
however, that if an Event of Default known to the Property Trustee
has occurred and is continuing, the Property Trustee shall, prior to the
receipt of directions, if any, from the Holders of at least a Majority in
Liquidation Amount of the Preferred Securities, exercise such of the rights and
powers vested in it by this Trust Agreement, and use the same degree of care
and skill in its exercise, as a prudent person would exercise or use under the
circumstances in the conduct of such person’s own affairs.  Notwithstanding the foregoing, no provision
of this Trust Agreement shall require any of the Trustees to expend or risk its
own funds or otherwise incur any financial liability in the performance of any
of its duties hereunder, or in the exercise of any of its or their rights or
powers, if it or they shall have reasonable grounds for believing that
repayment of such funds or adequate indemnity against such risk or liability is
not reasonably assured to it. Whether or not herein expressly so provided,
every provision of this Trust Agreement relating to the conduct or affecting
the liability of or affording protection to the Trustees shall be subject to
the provisions of this Section 8.5. 
Nothing in this Trust Agreement shall be construed to release any
Administrative Trustee from liability for his or her own negligent action,
negligent failure to act; or his or her own willful misconduct.  To the extent that, at law or in equity, a
Trustee has duties and liabilities relating to the Trust or to the Holders,
such Trustee shall not be liable to the Trust or to any Holder for such
Trustee’s good faith reliance on the provisions of this Trust Agreement. The
provisions of this Trust Agreement, to the extent that they restrict the duties
and 


 


43





















 


liabilities of the Trustees otherwise
existing at law or in equity, are agreed by the Depositor and the Holders to
replace such other duties and liabilities of the Trustees.


 


(b)           All payments made by the Property Trustee or a Paying
Agent in respect of the Trust Securities shall be made only from the revenue
and proceeds from the Trust Property and only to the extent that there shall be
sufficient revenue or proceeds from the Trust Property to enable the Property
Trustee or a Paying Agent to make payments in accordance with the terms hereof.
Each Holder, by its acceptance of a Trust Security, agrees that it will look
solely to the revenue and proceeds from the Trust Property to the extent
legally available for distribution to it as herein provided and that the
Trustees are not personally liable to it for any amount distributable in
respect of any Trust Security or for any other liability in respect of any
Trust Security. This Section 8.5(b) does not limit the liability of
the Trustees expressly set forth elsewhere in this Trust Agreement.


 


(c)           No provisions of this Trust Agreement shall be construed
to relieve the Property Trustee from liability with respect to matters that are
within the authority of the Property Trustee under this Trust Agreement for its
own negligent action, negligent failure to act or willful misconduct, except
that:


 


(i)            the Property Trustee shall not be
liable for any error or judgment made in good faith by an authorized officer of
the Property Trustee, unless it shall be proved that the Property Trustee was
negligent in ascertaining the pertinent facts;


 


(ii)           the Property Trustee shall not be
liable with respect to any action taken or omitted to be taken by it in good
faith in accordance with the direction of the Holders of at least a Majority in
Liquidation Amount of the Preferred Securities relating to the time, method and
place of conducting any proceeding for any remedy available to the Property
Trustee hereunder or under the Indenture, or exercising any trust or power
conferred upon the Property Trustee under this Trust Agreement;


 


(iii)          the Property Trustee’s sole duty with
respect to the custody, safe keeping and physical preservation of the Notes and
the Payment Account shall be to deal with such Property in a similar manner as
the Property Trustee deals with similar property for its own account, subject
to the protections and limitations on liability afforded to the Property
Trustee under this Trust Agreement;


 


(iv)          the Property Trustee shall not be
liable for any interest on any money received by it except as it may otherwise
agree in writing with the Depositor; and money held by the Property Trustee
need not be segregated from other funds held by it except in relation to the
Payment Account maintained by the Property Trustee pursuant to Section 3.1
and except to the extent otherwise required by law; and


 


(v)           the Property Trustee shall not be
responsible for monitoring the compliance by the Administrative Trustees or the
Depositor with their respective duties under this Trust Agreement, nor shall
the Property Trustee be liable for the default or misconduct of any other
Trustee or the Depositor.


 


44





















 


SECTION
8.6.        Notices of Defaults and Extensions.


 


(a)           Within ninety (90) days after the occurrence of a default
actually known to the Property Trustee, the Property Trustee shall transmit
notice of such default to the Holders, the Administrative Trustees and the
Depositor, unless such default shall have been cured or waived.  For the purpose of this Section 8.6,
the term “default” means any
event that is, or after notice or lapse of time or both would become, an Event
of Default.


 


(b)           Within five (5) Business Days after the receipt of notice
of the Depositor’s exercise of its right to defer the payment of interest on
the Notes pursuant to the Indenture, the Property Trustee shall transmit, in
the manner and to the extent provided in Section 10.8, notice of
such exercise to the Holders and the Administrative Trustees, unless such
exercise shall have been revoked.


 


(c)           The Property Trustee shall not be charged with knowledge
of any Event of Default unless either (i) a Responsible Officer of the Property
Trustee shall have actual knowledge or (ii) the Property Trustee shall have
received written notice thereof from the Depositor, an Administrative Trustee
or a Holder.


 


(d)           The Property Trustee shall notify all Holders of the
Preferred Securities of any notice of default received with respect to the
Notes.


 


SECTION
8.7.        Certain Rights of Property Trustee.


 


Subject to the
provisions of Section 8.5:


 


(a)           the Property Trustee may conclusively
rely and shall be protected in acting or refraining from acting in good faith
and in accordance with the terms hereof upon any resolution, Opinion of
Counsel, certificate, written representation of a Holder or transferee,
certificate of auditors or any other resolution, certificate, statement,
instrument, opinion, report, notice, request, direction, consent, order,
appraisal, bond, debenture, note, other evidence of indebtedness or other paper
or document believed by it to be genuine and to have been signed or presented
by the proper party or parties;


 


(b)           if (i) in performing its duties
under this Trust Agreement the Property Trustee is required to decide between
alternative courses of action, (ii) in construing any of the provisions of
this Trust Agreement the Property Trustee finds a provision ambiguous or
inconsistent with any other provisions contained herein or (iii) the
Property Trustee is unsure of the application of any provision of this Trust
Agreement, then, except as to any matter as to which the Holders of the
Preferred Securities are entitled to vote under the terms of this Trust
Agreement, the Property Trustee shall deliver a notice to the Depositor
requesting the Depositor’s written instruction as to the course of action to be
taken and the Property Trustee shall take such action, or refrain from taking
such action, as the Property Trustee shall be instructed in writing to take, or
to refrain from taking, by the Depositor; provided,
that if the Property Trustee does not receive such instructions of the
Depositor within ten (10) Business Days after it has delivered such notice or
such reasonably shorter period of time set forth in such notice, the Property
Trustee may, but shall be under no duty to, take such action, or refrain from
taking such 


 


45





















 


action, as the Property
Trustee shall deem advisable and in the best interests of the Holders, in which
event the Property Trustee shall have no liability except for its own
negligence, bad faith or willful misconduct;


 


(c)           any direction or act of the Depositor
contemplated by this Trust Agreement shall be sufficiently evidenced by an
Officers’ Certificate unless otherwise expressly provided herein;


 


(d)           any direction or act of an
Administrative Trustee contemplated by this Trust Agreement shall be
sufficiently evidenced by a certificate executed by such Administrative Trustee
and setting forth such direction or act;


 


(e)           the Property Trustee shall have no
duty to see to any recording, filing or registration of any instrument
(including any financing or continuation statement or any filing under tax or
securities laws) or any re-recording, re-filing or re-registration thereof;


 


(f)            the Property Trustee may consult
with counsel (which counsel may be counsel to the Property Trustee, the
Depositor or any of its Affiliates, and may include any of its employees) and
the advice of such counsel shall be full and complete authorization and
protection in respect of any action taken, suffered or omitted by it hereunder
in good faith and in reliance thereon and in accordance with such advice; the
Property Trustee shall have the right at any time to seek instructions
concerning the administration of this Trust Agreement from any court of
competent jurisdiction;


 


(g)           the Property Trustee shall be under
no obligation to exercise any of the rights or powers vested in it by this
Trust Agreement at the request or direction of any of the Holders pursuant to
this Trust Agreement, unless such Holders shall have offered to the Property
Trustee reasonable security or indemnity against the costs, expenses (including
reasonable attorneys’ fees and expenses) and liabilities that might be incurred
by it in compliance with such request or direction, including reasonable
advances as may be requested by the Property Trustee; provided, however, that nothing contained
in this Section 8.7(g) shall be construed to relieve the Property
Trustee, upon the occurrence of an Event of Default, of its obligation to
exercise the rights and powers in it vested by this Trust Agreement; provided,
further, that nothing contained in this Section 8.7(g) shall prevent the
Property Trustee from exercising its rights under Section 8.11 hereof;


 


(h)           the Property Trustee shall not be
bound to make any investigation into the facts or matters stated in any
resolution, certificate, statement, instrument, opinion, report, notice,
request, direction, consent, order, approval, bond, debenture, note or other
evidence of indebtedness or other paper or document, unless requested in
writing to do so by one or more Holders, but the Property Trustee may make such
further inquiry or investigation into such facts or matters as it may see fit,
and, if the Property Trustee shall determine to make such inquiry or
investigation, it shall be entitled to examine the books, records and premises
of the Depositor, personally or by agent or attorney;


 


(i)            the Property Trustee may execute any
of the trusts or powers hereunder or perform any duties hereunder either
directly or by or through its agents, attorneys, 


 


46





















 


custodians or nominees and
the Property Trustee shall not be responsible for any negligence or misconduct
on the part of any such agent, attorney, custodian or nominee appointed with
due care by it hereunder;


 


(j)            whenever in the administration of this Trust
Agreement the Property Trustee shall deem it desirable to receive instructions
with respect to enforcing any remedy or right hereunder, the Property Trustee
(i) may request instructions from the Holders (which instructions may only
be given by the Holders of the same proportion in Liquidation Amount of the
Trust Securities as would be entitled to direct the Property Trustee under this
Trust Agreement in respect of such remedy, right or action), (ii) may
refrain from enforcing such remedy or right or taking such other action until
such instructions are received and (iii) shall be protected in acting in
accordance with such instructions;


 


(k)           except as otherwise expressly provided by this
Trust Agreement, the Property Trustee shall not be under any obligation to take
any action that is discretionary under the provisions of this Trust Agreement;


 


(l)            without prejudice to any other rights
available to the Property Trustee under applicable law, when the Property
Trustee incurs expenses or renders services in connection with a Bankruptcy
Event, such expenses (including legal fees and expenses of its agents and
counsel) and the compensation for such services are intended to constitute
expenses of administration under any bankruptcy law or law relating to creditors
rights generally; and


 


(m)          whenever in the administration of this Trust
Agreement the Property Trustee shall deem it desirable that a matter be proved
or established prior to taking, suffering or omitting any action hereunder, the
Property Trustee (unless other evidence be herein specifically prescribed) may,
in the absence of bad faith on its part, request and rely on an Officers’
Certificate which, upon receipt of such request, shall be promptly delivered by
the Depositor.


 


No provision
of this Trust Agreement shall be deemed to impose any duty or obligation on any
Trustee to perform any act or acts or exercise any right, power, duty or
obligation conferred or imposed on it, in any jurisdiction in which it shall be
illegal, or in which such Person shall be unqualified or incompetent in
accordance with applicable law, to perform any such act or acts, or to exercise
any such right, power, duty or obligation.


 


SECTION
8.8.        Delegation of Power.


 


Any Trustee
may, by power of attorney consistent with applicable law, delegate to any other
natural person over the age of 21 its, his or her
power for the purpose of executing any documents contemplated in Section 2.5.  The Trustees shall have power to delegate
from time to time to the Depositor the doing of such things and the execution
of such instruments either in the name of the Trust or the names of the
Trustees or otherwise as the Trustees may deem expedient, to the extent such
delegation is not prohibited by applicable law or contrary to the provisions of
this Trust Agreement.


 


47





















 


SECTION
8.9.        May Hold Securities.


 


Any Trustee or
any other agent of any Trustee or the Trust, in its individual or any other
capacity, may become the owner or pledgee of Trust Securities and except as
provided in the definition of the term “Outstanding”
in Article I, may otherwise deal with the Trust with the same rights it
would have if it were not an Trustee or such other agent.


 


SECTION 8.10.      Compensation;
Reimbursement; Indemnity.


 


The Depositor
agrees:


 


(a)           to pay to the Trustees from time to time such
reasonable compensation for all services rendered by them hereunder as may be
agreed by the Depositor and the Trustees from time to time (which compensation
shall not be limited by any provision of law in regard to the compensation of a
trustee of an express trust);


 


(b)           to reimburse the Trustees upon request for
all reasonable expenses, disbursements and advances incurred or made by the
Trustees in accordance with any provision of this Trust Agreement (including
the reasonable compensation and the expenses and disbursements of their agents
and counsel), except any such expense, disbursement or advance as may be
attributable to their gross negligence, bad faith or willful misconduct; and


 


(c)           to the fullest extent permitted by applicable
law, to indemnify and hold harmless (i) each Trustee, (ii) any Affiliate
of any Trustee, (iii) any officer, director, shareholder, employee,
representative or agent of any Trustee or any Affiliate of any Trustee and
(iv) any employee or agent of the Trust (referred to herein as an “Indemnified Person”) from and against any
loss, damage, liability, tax (other than income, franchise or other taxes
imposed on amounts paid pursuant to Section 8.10(a) or (b)
hereof), penalty, expense or claim of any kind or nature whatsoever incurred
without negligence, bad faith or willful misconduct on its part, arising out of
or in connection with the acceptance or administration of the Trust hereunder,
including the advancement of funds to cover the costs and expenses of defending
itself against any claim or liability in connection with the exercise or
performance of any of its powers or duties hereunder.


 


The Trust
shall have no payment, reimbursement or indemnity obligations to the Trustees
under this Section 8.10.  The
provisions of this Section 8.10 shall survive the termination of
this Trust Agreement and the earlier removal or resignation of any Trustee.


 


No Trustee may
claim any Lien on any Trust Property whether before or after termination of the
Trust as a result of any amount due pursuant to this Section 8.10.


 


To the fullest
extent permitted by law, in no event shall the Property Trustee and the
Delaware Trustee be liable for any indirect, special, punitive or consequential
loss or damage of any kind whatsoever, including, but not limited to, lost
profits, even if the Trustee has been advised of the likelihood of such loss or
damage and regardless of the form of action.


 


48





















 


In no event
shall the Property Trustee and the Delaware Trustee be liable for any failure
or delay in the performance of its obligations hereunder because of
circumstances beyond its control, including, but not limited to, acts of God,
flood, war (whether declared or undeclared), terrorism, fire, riot, embargo,
government action, including any laws, ordinances, regulations, governmental
action or the like which delay, restrict or prohibit the providing of the
services contemplated by this Trust Agreement.


 


SECTION 8.11.      Resignation
and Removal; Appointment of Successor.


 


(a)           No resignation or removal of any Trustee and
no appointment of a successor Trustee pursuant to this Article VIII
shall become effective until the acceptance of appointment by the successor
Trustee in accordance with the applicable requirements of Section 8.12.


 


(b)           A Trustee may resign at any time by giving
written notice thereof to the Depositor and, in the case of the Property
Trustee and the Delaware Trustee, to the Holders.


 


(c)           Unless an Event of Default shall have
occurred and be continuing, the Property Trustee or the Delaware Trustee, or
both of them, may be removed (with or without cause) at any time by Act of the
Holder of Common Securities.  If an Event
of Default shall have occurred and be continuing, the Property Trustee or the
Delaware Trustee, or both of them, may be removed (with or without cause) at
such time by Act of the Holders of at least a Majority in Liquidation Amount of
the Preferred Securities, delivered to the removed Trustee (in its individual
capacity and on behalf of the Trust).  An
Administrative Trustee may be removed (with or without cause) only by Act of
the Holder of the Common Securities at any time.


 


(d)           If any Trustee shall resign, be removed or become
incapable of acting as Trustee, or if a vacancy shall occur in the office of
any Trustee for any reason, at a time when no Event of Default shall have
occurred and be continuing, the Holder of the Common Securities, by Act of the
Holder of the Common Securities, shall promptly appoint a successor Trustee or
Trustees, and such successor Trustee and the retiring Trustee shall comply with
the applicable requirements of Section 8.12.  If the Property Trustee or the Delaware
Trustee shall resign, be removed or become incapable of continuing to act as
the Property Trustee or the Delaware Trustee, as the case may be, at a time
when an Event of Default shall have occurred and be continuing, the Holders of
the Preferred Securities, by Act of the Holders of a Majority in Liquidation
Amount of the Preferred Securities, shall promptly appoint a successor Property
Trustee or Delaware Trustee, and such successor Property Trustee or Delaware
Trustee and the retiring Property Trustee or Delaware Trustee shall comply with
the applicable requirements of Section 8.12.  If an Administrative Trustee shall resign, be
removed or become incapable of acting as Administrative Trustee, at a time when
an Event of Default shall have occurred and be continuing, the Holder of the
Common Securities by Act of the Holder of Common Securities shall promptly
appoint a successor Administrative Trustee and such successor Administrative
Trustee and the retiring Administrative Trustee shall comply with the
applicable requirements of Section 8.12. 
If no successor Trustee shall have been so appointed by the Holder of
the Common Securities or Holders of the Preferred Securities, as the case may
be, and accepted appointment in the manner required by Section 8.12
within thirty (30) days after the giving of a notice of resignation by a
Trustee, the removal of a Trustee, or a Trustee becoming incapable of acting as
such Trustee, any Holder who has been a Holder of Preferred Securities for at
least six 


 


49





















 


(6) months
may, on behalf of himself and all others similarly situated, and any resigning
Trustee may, in each case, at the expense of the Depositor, petition any court
of competent jurisdiction for the appointment of a successor Trustee.


 


(e)           The Depositor shall give notice of each
resignation and each removal of the Property Trustee or the Delaware Trustee
and each appointment of a successor Property Trustee or Delaware Trustee to all
Holders in the manner provided in Section 10.8.  Each notice shall include the name of the
successor Property Trustee or Delaware Trustee and the address of its Corporate
Trust Office if it is the Property Trustee.


 


(f)            Notwithstanding the foregoing or any other
provision of this Trust Agreement, in the event any Administrative Trustee or a
Delaware Trustee who is a natural person dies or becomes, in the opinion of the
Holder of Common Securities, incompetent or incapacitated, the vacancy created
by such death, incompetence or incapacity may be filled by (i) the unanimous act
of the remaining Administrative Trustees if there are at least two of them or
(ii) otherwise by the Holder of the Common Securities (with the successor in
each case being a Person who satisfies the eligibility requirement for
Administrative Trustees or Delaware Trustee, as the case may be, set forth in Sections
8.3 and 8.4).


 


(g)           Upon the appointment of a successor Delaware
Trustee, such successor Delaware Trustee shall file a Certificate of Amendment
to the Certificate of Trust in accordance with Section 3810 of the Delaware
Statutory Trust Act.


 


SECTION 8.12.      Acceptance
of Appointment by Successor.


 


(a)           In case of the appointment hereunder of a
successor Trustee, each successor Trustee shall execute and deliver to the
Depositor and to the retiring Trustee an instrument accepting such appointment,
and thereupon the resignation or removal of the retiring Trustee shall become
effective and each such successor Trustee, without any further act, deed or
conveyance, shall become vested with all the rights, powers, trusts and duties
of the retiring Trustee; but, on request of the Trust or any successor Trustee
such retiring Trustee shall, upon payment of its charges, duly assign, transfer
and deliver to such successor Trustee all Trust Property, all proceeds thereof
and money held by such retiring Trustee hereunder with respect to the Trust
Securities and the Trust.


 


(b)           Upon request of any such successor Trustee,
the Trust (or the retiring Trustee if requested by the Depositor) shall execute
any and all instruments for more fully and certainly vesting in and confirming
to such successor Trustee all such rights, powers and trusts referred to in the
preceding paragraph.


 


(c)           No successor Trustee shall accept its
appointment unless at the time of such acceptance such successor Trustee shall
be qualified and eligible under this Article VIII.


 


SECTION 8.13.      Merger,
Conversion, Consolidation or Succession to Business.


 


Any Person
into which the Property Trustee or the Delaware Trustee may be merged or
converted or with which it may be consolidated, or any Person resulting from
any merger, conversion or consolidation to which such Trustee shall be a party,
or any Person succeeding to 


 


50





















 


all or substantially all the
corporate trust business of such Trustee, shall be the successor of such
Trustee hereunder, without the execution or filing of any paper or any further
act on the part of any of the parties hereto, provided,
that such Person shall be otherwise qualified and eligible under this Article
VIII.


 


SECTION 8.14.      Not Responsible for
Recitals Issuance of Securities and Representations.


 


The recitals contained
herein and in the Securities Certificates shall be taken as the statements of
the Trust and the Depositor, and the Trustees do not assume any responsibility
for their correctness.  The Trustees make
no representations as to the title to, or value or condition of, the property
of the Trust or any part thereof, nor as to the
validity or sufficiency of this Trust Agreement, the Notes or the Trust
Securities.  The Trustees shall not be
accountable for the use or application by the Depositor of the proceeds of the
Notes.  It is expressly understood and
agreed by the parties hereto that insofar as any document, agreement or certificate
is executed on behalf of the Trust by any Trustee (i) such document, agreement
or certificate is executed and delivered by such Trustee, not in its individual
capacity but solely as Trustee under this Trust Agreement in the exercise of
the powers and authority conferred and vested in it, (ii) each of the
representations, undertakings and agreements made on the part of the Trust is
made and intended not as representations, warranties, covenants, undertakings
and agreements by any Trustee in its individual capacity but is made and
intended for the purpose of binding only the Trust and (iii) under no
circumstances shall any Trustee in its individual capacity be personally liable
for the payment of any indebtedness or expenses of the Trust or be liable for
the breach or failure of any obligation, representation, warranty or covenant
made or undertaken by the Trust under this Trust Agreement or any other
document, agreement or certificate.


 


SECTION 8.15.      Property Trustee May File
Proofs of Claim.


 


(a)           In case of any Bankruptcy Event (or event
that with the passage of time would become a Bankruptcy Event) relative to the
Trust or any other obligor upon the Trust Securities or the property of the
Trust or of such other obligor or their creditors, the Property Trustee
(irrespective of whether any Distributions on the Trust Securities shall then
be due and payable and irrespective of whether the Property Trustee shall have
made any demand on the Trust for the payment of any past due Distributions)
shall be entitled and empowered, to the fullest extent permitted by law, by
intervention in such proceeding or otherwise:


 


(i)            to file and prove a claim for the whole
amount of any Distributions owing and unpaid in respect of the Trust Securities
and to file such other papers or documents as may be necessary or advisable in
order to have the claims of the Property Trustee (including any claim for the
reasonable compensation, expenses, disbursements and advances of the Property
Trustee, its agents and counsel) and of the Holders allowed in such judicial
proceeding; and


 


(ii)           to collect and receive any monies or other
property payable or deliverable on any such claims and to distribute the same;


 


51





















 


and any custodian, receiver,
assignee, trustee, liquidator, sequestrator or other similar official in any
such proceeding is hereby authorized by each Holder to make such payments to
the Property Trustee and, in the event the Property Trustee shall consent to
the making of such payments directly to the Holders, to pay to the Property
Trustee first any amount due it for the reasonable compensation, expenses,
disbursements and advances of the Property Trustee, its agents and counsel, and
any other amounts due the Property Trustee.


 


(b)           Nothing herein contained shall be deemed to
authorize the Property Trustee to authorize or consent to or accept or adopt on
behalf of any Holder any plan of reorganization, arrangement, adjustment or
compensation affecting the Trust Securities or the rights of any Holder thereof
or to authorize the Property Trustee to vote in respect of the claim of any
Holder in any such proceeding.


 


SECTION 8.16.      Reports
to the Property Trustee.


 


(a)           The Depositor and the Administrative Trustees
shall deliver to the Property Trustee, not later than forty five (45) days
after the end of each of the first three fiscal quarters of the Depositor and
not later than ninety (90) days after the end of each fiscal year of the Trust
ending after the date of this Trust Agreement, an Officers’ Certificate
covering the preceding fiscal year, stating whether or not to the knowledge of
the signers thereof the Depositor and the Trust are in default in the
performance or observance of any of the terms, provisions and conditions of this
Trust Agreement (without regard to any period of grace or requirement of notice
provided hereunder) and, if the Depositor or the Trust shall be in default,
specifying all such defaults and the nature and status thereof of which they
have knowledge.


 


(b)           The Depositor shall furnish (i) to the
Property Trustee; (ii) Cohen Bros. & Company, 450 Park, 23rd Floor,
New York, NY 10022 or such other address as designated by Cohen Bros.
& Company); and (iii) any Owner of the Preferred Securities reasonably
identified to the Depositor and the Trust (which identification may be made
either by such Owner or by Cohen Bros. & Company) a duly completed and
executed certificate substantively and substantially in the form attached
hereto as Exhibit F, including the financial statements referenced in
such Exhibit, which certificate and financial statements shall be so furnished
by the Depositor not later than forty five (45) days after the end of each of
the first three fiscal quarters of each fiscal year of the Depositor and not
later than ninety (90) days after the end of each fiscal year of the Depositor.


 


The Property
Trustee shall obtain all reports, certificate and information, which it is
entitled to obtain under each of the Operative Documents.


 


ARTICLE IX.



Termination, Liquidation and Merger


 


SECTION 9.1.        Dissolution Upon Expiration Date.


 


Unless earlier
dissolved, the Trust shall automatically dissolve on July 30, 2040 (the “Expiration Date”), and the Trust Property
shall be liquidated in accordance with Section 9.4.


 


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SECTION
9.2.        Early Termination.


 


The first to
occur of any of the following events is an “Early
Termination Event”, upon the occurrence of which the Trust shall be
dissolved:


 


(a)           the occurrence of a Bankruptcy Event in
respect of, or the dissolution or liquidation of, the Depositor, in its
capacity as the Holder of the Common Securities, unless the Depositor shall
have transferred the Common Securities as provided by Section 5.11, in
which case this provision shall refer instead to any such successor Holder of
the Common Securities;


 


(b)           the written direction to the Property Trustee
from the Holder of the Common Securities at any time to dissolve the Trust and,
after satisfaction of any liabilities of the Trust as required by applicable
law, to distribute the Notes to Holders in exchange for the Preferred
Securities (which direction is optional and wholly within the discretion of the
Holder of the Common Securities);


 


(c)           the redemption of all of the Preferred
Securities in connection with the payment at maturity or redemption of all the
Notes; and


 


(d)           the entry of an order for dissolution of the
Trust by a court of competent jurisdiction.


 


SECTION
9.3.        Termination.


 


(a)           The respective obligations and responsibilities
of the Trustees and the Trust shall terminate upon the latest to occur of the
following: (a) the distribution by the Property Trustee to Holders of all
amounts required to be distributed hereunder upon the liquidation of the Trust
pursuant to Section 9.4, or upon the redemption of all of the Trust
Securities pursuant to Section 4.2; (b) the satisfaction of
any expenses owed by the Trust; and (c) the discharge of all
administrative duties of the Administrative Trustees, including the performance
of any tax reporting obligations with respect to the Trust or the Holders.


 


(b)           As soon as practicable thereafter, and after
satisfaction of liabilities to creditors of the Trust as required by applicable
law, including Section 3808 of the Statutory Trust Act, the Delaware Trustee,
when notified in writing of the completion of the winding up of the Trust in
accordance with the Delaware Statutory Trust Act, shall terminate the Trust by
filing, at the expense of the Depositor, a certificate of cancellation with the
Secretary of State of the State of Delaware.


 


SECTION
9.4.        Liquidation.


 


(a)           If an Early Termination Event specified in Section
9.2(a), (b) or (d) occurs or upon the Expiration Date, the
Trust shall be liquidated by the Property Trustee as expeditiously as the
Property Trustee shall determine to be possible by distributing, after
satisfaction of liabilities to creditors of the Trust as provided by applicable
law, to each Holder a Like Amount of Notes, subject to Section 9.4(d).
Notice of liquidation shall be given by the Property Trustee 


 


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not less than thirty (30) nor more than sixty
(60) days prior to the Liquidation Date to each Holder of Trust Securities at
such Holder’s address appearing in the Securities Register. All such notices of
liquidation shall:


 


(i)            state the Liquidation Date;


 


(ii)           state that from and after the Liquidation
Date, the Trust Securities will no longer be deemed to be Outstanding and
(subject to Section 9.4(d)) any Securities Certificates not surrendered
for exchange will be deemed to represent a Like Amount of Notes; and


 


(iii)          provide such information with respect to the
mechanics by which Holders may exchange Securities Certificates for Notes, or
if Section 9.4(d) applies, receive a Liquidation Distribution, as
the Property Trustee shall deem appropriate.


 


(b)           Except where Section 9.2(c) or 9.4(d)
applies, in order to effect the liquidation of the Trust and distribution of
the Notes to Holders, the Property Trustee, either itself acting as exchange
agent or through the appointment of a separate exchange agent, shall establish
a record date for such distribution (which shall not be more than forty five
(45) days prior to the Liquidation Date nor prior to the date on which notice
of such liquidation is given to the Holders) and establish such procedures as
it shall deem appropriate to effect the distribution of Notes in exchange for
the Outstanding Securities Certificates.


 


(c)           Except where Section 9.2(c) or 9.4(d)
applies, after the Liquidation Date, (i) the Trust Securities will no
longer be deemed to be Outstanding, (ii) certificates representing a Like
Amount of Notes will be issued to Holders of Securities Certificates, upon
surrender of such Certificates to the exchange agent for exchange, (iii) the
Depositor shall use its best efforts to have the Notes listed on the New York
Stock Exchange or on such other exchange, interdealer quotation system or
self-regulatory organization on which the Preferred Securities are then listed,
if any, (iv) Securities Certificates not so surrendered for exchange will be
deemed to represent a Like Amount of Notes bearing accrued and unpaid interest
in an amount equal to the accumulated and unpaid Distributions on such
Securities Certificates until such certificates are so surrendered (and until
such certificates are so surrendered, no payments of interest or principal will
be made to Holders of Securities Certificates with respect to such Notes) and
(v) all rights of Holders holding Trust Securities will cease, except the right
of such Holders to receive Notes upon surrender of Securities Certificates.


 


(d)           Notwithstanding the other provisions of this Section 9.4,
if distribution of the Notes in the manner provided herein is determined by the
Property Trustee not to be permitted or practical, the Trust Property shall be
liquidated, and the Trust shall be wound up by the Property Trustee in such
manner as the Property Trustee determines. 
In such event, Holders will be entitled to receive out of the assets of
the Trust available for distribution to Holders, after satisfaction of
liabilities to creditors of the Trust as provided by applicable law, an amount
equal to the Liquidation Amount per Trust Security plus accumulated and unpaid
Distributions thereon to the date of payment (such amount being the “Liquidation Distribution”). If, upon any
such winding up the Liquidation Distribution can be paid only in part because
the Trust has insufficient assets available to pay in full the aggregate
Liquidation Distribution, then, subject to 


 


54





















 


the next succeeding sentence, the amounts
payable by the Trust on the Trust Securities shall be paid on a pro rata basis (based upon Liquidation
Amounts). The Holder of the Common Securities will be entitled to receive
Liquidation Distributions upon any such winding up pro rata (based upon Liquidation Amounts) with Holders of
all Trust Securities, except that, if an Event of Default has occurred and is
continuing, the Preferred Securities shall have a priority over the Common
Securities as provided in Section 4.3.


 


SECTION 9.5.        Mergers,
Consolidations, Amalgamations or Replacements of Trust.


 


The Trust may
not merge with or into, consolidate, amalgamate, or be replaced by, or convey,
transfer or lease its properties and assets substantially as an entirety to,
any Person except pursuant to this Article IX. At the request of the
Holders of the Common Securities, without the consent of the Holders of the
Preferred Securities, the Trust may merge with or into, consolidate,
amalgamate, or be replaced by or convey, transfer or lease its properties and
assets substantially as an entirety to a trust organized as such under the laws
of any State; provided, that:


 


(a)            such successor entity either
(i) expressly assumes all of the obligations of the Trust under this Trust
Agreement with respect to the Preferred Securities or (ii) substitutes for
the Preferred Securities other securities having substantially the same terms
as the Preferred Securities (such other Securities, the “Successor Securities”) so long as the
Successor Securities have the same priority as the Preferred Securities with
respect to distributions and payments upon liquidation, redemption and
otherwise;


 


(b)            a trustee of
such successor entity possessing substantially the same powers and duties as
the Property Trustee is appointed to hold the Notes;


 


(c)           the Preferred Securities are listed, or any
Successor Securities will be listed upon notice of issuance, on any national
securities exchange or interdealer quotation system on which the Preferred
Securities are then listed, if any;


 


(d)           such merger, consolidation, amalgamation,
replacement, conveyance, transfer or lease does not adversely affect the
rights, preferences and privileges of the Holders of the Preferred Securities
(including any Successor Securities) in any material respect;


 


(e)           such successor entity has a purpose substantially
identical to that of the Trust;


 


(f)            prior to such merger, consolidation, amalgamation,
replacement, conveyance, transfer or lease, the Depositor has received an
Opinion of Counsel to the effect that (i) such merger, consolidation,
amalgamation, replacement, conveyance, transfer or lease does not adversely
affect the rights, preferences and privileges of the Holders of the Preferred
Securities (including any Successor Securities) in any material respect;
(ii) following such merger, consolidation, amalgamation, replacement,
conveyance, transfer or lease, neither the Trust nor such successor entity will
be required to register as an “investment company” under the Investment Company
Act and (iii) following such merger, consolidation, amalgamation, replacement,
conveyance, transfer 


 


55





















 


or lease, the Trust (or the successor entity)
will continue to be classified as a grantor trust for U.S. federal income tax
purposes; and


 


(g)           the Depositor or its permitted transferee owns
all of the common securities of such successor entity.


 


Notwithstanding the
foregoing, the Trust shall not, except with the consent of Holders of all of
the Preferred Securities, consolidate, amalgamate, merge with or into, or be
replaced by or convey, transfer or lease its properties and assets
substantially as an entirety to any other Person or permit any other entity to
consolidate, amalgamate, merge with or into, or replace, the Trust if such
consolidation, amalgamation, merger, replacement, conveyance, transfer or lease
would cause the Trust or the successor entity to be taxable as a corporation or
classified as other than a grantor trust for United States federal income tax
purposes or cause the Notes to be treated as other than indebtedness of the
Depositor for United States federal income tax purposes.


 


ARTICLE
X.



Miscellaneous Provisions


 


SECTION 10.1.      Limitation
of Rights of Holders.


 


Except as set
forth in Section 9.2, the death, bankruptcy, termination, dissolution or
incapacity of any Person having an interest, beneficial or otherwise, in Trust
Securities shall not operate to terminate this Trust Agreement, nor annul,
dissolve or terminate the Trust nor entitle the legal representatives or heirs
of such Person or any Holder for such Person, to claim an accounting, take any
action or bring any proceeding in any court for a partition or winding up of
the arrangements contemplated hereby, nor otherwise affect the rights,
obligations and liabilities of the parties hereto or any of them.


 


SECTION 10.2.      Agreed
Tax Treatment of Trust and Trust Securities.


 


The parties
hereto and, by its acceptance or acquisition of a Trust Security or a
beneficial interest therein, the Holder of, and any Person that acquires a
beneficial interest in, such Trust Security intend and agree to treat the Trust
as a grantor trust for United States federal, state and local tax purposes, and
to treat the Trust Securities (including all payments and proceeds with respect
to such Trust Securities) as undivided beneficial ownership interests in the
Trust Property (and payments and proceeds therefrom, respectively) for United
States federal, state and local tax purposes and to treat the Notes as
indebtedness of the Depositor for United States federal, state and local tax
purposes.  The provisions of this Trust
Agreement shall be interpreted to further this intention and agreement of the
parties.


 


SECTION
10.3.      Amendment.


 


(a)           This Trust Agreement may be amended from time
to time by the Property Trustee, the Administrative Trustees and the Holder of
all the Common Securities, without the consent of any Holder of the Preferred
Securities, (i) to cure any ambiguity, correct or supplement any provision
herein that may be defective or inconsistent with any other provision 


 


56





















 


herein, or to make or amend any other
provisions with respect to matters or questions arising under this Trust
Agreement, which shall not be inconsistent with the other provisions of this
Trust Agreement, (ii) to modify, eliminate or add to any provisions of
this Trust Agreement to such extent as shall be necessary to ensure that the
Trust will neither be taxable as a corporation nor be classified as other than
a grantor trust for United States federal income tax purposes at all times that
any Trust Securities are Outstanding or to ensure that the Notes are treated as
indebtedness of the Depositor for United States federal income tax purposes, or
to ensure that the Trust will not be required to register as an “investment
company” under the Investment Company Act or (iii) to add to the covenants,
restrictions or obligations of the Depositor; provided,
that in the case of clauses (i), (ii) or (iii), such action shall not adversely
affect in any material respect the interests of any Holder.


 


(b)           Except as provided in Section 10.3(c),
any provision of this Trust Agreement may be amended by the Property Trustee,
the Administrative Trustees and the Holder of all of the Common Securities and
with (i) the consent of Holders of at least a Majority in Liquidation
Amount of the Preferred Securities and (ii) receipt by the Trustees of an
Opinion of Counsel to the effect that such amendment or the exercise of any
power granted to the Trustees in accordance with such amendment will not cause
the Trust to be taxable as a corporation or classified as other than a grantor
trust for United States federal income tax purposes or affect the treatment of
the Notes as indebtedness of the Depositor for United States federal income tax
purposes or affect the Trust’s exemption from status (or from any requirement
to register) as an “investment company” under the Investment Company Act.


 


(c)           Notwithstanding any other provision of this
Trust Agreement, without the consent of each Holder, this Trust Agreement may
not be amended to (i) change the accrual rate, amount, currency or timing
of any Distribution on or the redemption price of the Trust Securities or
otherwise adversely affect the amount of any Distribution or other payment
required to be made in respect of the Trust Securities as of a specified date,
(ii) restrict or impair the right of a Holder to institute suit for the
enforcement of any such payment on or after such date, (iii) reduce the
percentage of aggregate Liquidation Amount of Outstanding Preferred Securities,
the consent of whose Holders is required for any such amendment, or the consent
of whose Holders is required for any waiver of compliance with any provision of
this Trust Agreement or of defaults hereunder and their consequences provided
for in this Trust Agreement; (iv) impair or adversely affect the rights and
interests of the Holders in the Trust Property, or permit the creation of any
Lien on any portion of the Trust Property; or (v) modify the definition of
“Outstanding,” this Section 10.3(c), Sections 4.1, 4.2, 4.3,
6.10(e) or Article IX.


 


(d)           Notwithstanding any other provision of this
Trust Agreement, no Trustee shall enter into or consent to any amendment to
this Trust Agreement that would cause the Trust to be taxable as a corporation
or to be classified as other than a grantor trust for United States federal
income tax purposes or that would cause the Notes to fail or cease to be
treated as indebtedness of the Depositor for United States federal income tax
purposes or that would cause the Trust to fail or cease to qualify for the
exemption from status (or from any requirement to register) as an “investment
company” under the Investment Company Act.


 


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(e)           If any amendment to this Trust Agreement is
made, the Administrative Trustees or the Property Trustee shall promptly
provide to the Depositor and the Note Trustee a copy of such amendment.


 


(f)            No Trustee shall be required to enter into
any amendment to this Trust Agreement that affects its own rights, duties or
immunities under this Trust Agreement. 
The Trustees shall be entitled to receive an Opinion of Counsel and an
Officers’ Certificate stating that any amendment to this Trust Agreement is in
compliance with this Trust Agreement and all conditions precedent herein
provided for relating to such action have been met.


 


(g)           No amendment or modification to this Trust
Agreement that adversely affects in any material respect the rights, duties,
liabilities, indemnities or immunities of the Delaware Trustee hereunder shall
be permitted without the prior written consent of the Delaware Trustee.


 


SECTION
10.4.      Separability.


 


If any
provision in this Trust Agreement or in the Securities Certificates shall be
invalid, illegal or unenforceable, the validity, legality and enforceability of
the remaining provisions shall not in any way be affected or impaired thereby,
and there shall be deemed substituted for the provision at issue a valid, legal
and enforceable provision as similar as possible to the provision at issue.


 


SECTION
10.5.      Governing Law.


 


THIS
TRUST AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF EACH OF THE HOLDERS, THE
TRUST, THE DEPOSITOR AND THE TRUSTEES WITH RESPECT TO THIS TRUST AGREEMENT AND
THE TRUST SECURITIES SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH AND
GOVERNED BY THE LAWS OF THE STATE OF DELAWARE WITHOUT REFERENCE TO ITS
CONFLICTS OF LAWS PROVISIONS.


 


SECTION
10.6.      Successors.


 


This Trust
Agreement shall be binding upon and shall inure to the benefit of any successor
to the Depositor, the Trust and any Trustee, including any successor by
operation of law. Except in connection with a transaction involving the
Depositor that is permitted under Article VIII of the Indenture and
pursuant to which the assignee agrees in writing to perform the Depositor’s
obligations hereunder, the Depositor shall not assign its obligations
hereunder.


 


SECTION
10.7.      Headings.


 


The Article
and Section headings are for convenience only and shall not affect the
construction of this Trust Agreement


 


SECTION 10.8.      Reports,
Notices and Demands.


 


(a)           Any report, notice, demand or other
communication that by any provision of this Trust Agreement is required or
permitted to be given or served to or upon any Holder or the 


 


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Depositor may be given or served in writing delivered
in person, or by reputable, overnight courier, by telecopy or by deposit
thereof, first-class postage prepaid, in the United States mail, addressed,
(a) in the case of a Holder of Preferred Securities, to such Holder as
such Holder’s name and address may appear on the Securities Register; and
(b) in the case of the Holder of all the Common Securities or the
Depositor, to SL Green Operating Partnership, L.P.,  420 Lexington Avenue, New York, NY 10170, Attention:
Gregory F. Hughes, with a copy to Clifford Chance US LLP, 31 West 52nd
Street, New York, NY 10019, Attention: Larry P. Medvinsky, or to such other
address as may be specified in a written notice by the Holder of all the Common
Securities or the Depositor, as the case may be, to the Property Trustee. Such
report, notice, demand or other communication to or upon a Holder or the
Depositor shall be deemed to have been given when received in person, within
one (1) Business Day following delivery by overnight courier, when telecopied
with receipt confirmed, or within three (3) Business Days following delivery by
mail, except that if a notice or other document is refused delivery or cannot
be delivered because of a changed address of which no notice was given, such
notice or other document shall be deemed to have been delivered on the date of
such refusal or inability to deliver.


 


(b)           Any notice, demand or other communication
that by any provision of this Trust Agreement is required or permitted to be
given or served to or upon the Property Trustee, the Delaware Trustee, the
Administrative Trustees or the Trust shall be given in writing by deposit
thereof, first-class postage prepaid, in the U.S. mail, personal delivery or
facsimile transmission, addressed to such Person as follows: (i) with respect
to the Property Trustee to JPMorgan Chase Bank, National Association, 600
Travis, 50th Floor, Houston, Texas 77002, Attention: Worldwide
Securities Services— SL Green Capital Trust I,  facsimile no. (713) 216-2101, (ii) with
respect to the Delaware Trustee, to Chase Bank USA, National Association, c/o
JPMorgan Chase Bank, National Association, 500 Stanton Christiana Road,
Building 4 (3rd Floor), Newark, Delaware 19713, Attention: Worldwide
Securities Services— SL Green Capital Trust I, facsimile no. (302) 552-6280;
(iii) with respect to the Administrative Trustees, to them at the address
above for notices to the Depositor, marked “Attention: Administrative Trustees
of SL Green Capital Trust I”, and
(iv) with respect to the Trust, to its principal
executive office specified in Section 2.2, with a copy to the Property
Trustee. Such notice, demand or other communication to or upon the Trust, the
Property Trustee or the Administrative Trustees shall be deemed to have been
sufficiently given or made only upon actual receipt of the writing by the
Trust, the Property Trustee or the Administrative Trustees.


 


SECTION 10.9.      Agreement
Not to Petition.


 


Each of the
Trustees and the Depositor agree for the benefit of the Holders that, until at
least one year and one day after the Trust has been terminated in accordance
with Article IX, they shall not file, or join in the filing of, a
petition against the Trust under any Bankruptcy Law or otherwise join in the
commencement of any proceeding against the Trust under any Bankruptcy Law. If
the Depositor takes action in violation of this Section 10.9, the
Property Trustee agrees, for the benefit of Holders, that at the expense of the
Depositor, it shall file an answer with the applicable bankruptcy court or
otherwise properly contest the filing of such petition by the Depositor against
the Trust or the commencement of such action and raise the defense that the
Depositor has agreed in writing not to take such action and should be estopped 


 


59





















 


and
precluded therefrom and such other defenses, if any, as counsel for the
Property Trustee or the Trust may assert.


 


SECTION 10.10.    Counterparts.  This instrument may be executed in any number of counterparts, each of
which so executed shall be deemed to be an original, but all such counterparts
shall together constitute but one and the same instrument.


 


 


[REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]


 


60





















 


IN WITNESS
WHEREOF, the parties hereto have executed this Amended and Restated Trust
Agreement as of the day and year first above written.


 


	
   

  	
  SL
  green Operating Partnership, L.P.,

  
	
   

  	
  as Depositor

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: SL Green Realty corp., its General 

  Partner

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name: Gregory F. Hughes

  	
   

  
	
   

  	
   

  	
  Title: Chief Financial
  Officer

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  JPMorgan
  Chase Bank, National 

  Association, in its
  individual as Property 

  Trustee

  	
  Chase
  Bank USA, National Association, as Delaware Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Administrative
  Trustee

  	
  Administrative
  Trustee

  
	
  Name:
  Gregory F. Hughes

  	
  Name:
  Andrew S. Levine

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Administrative
  Trustee

  	
   

  
	
  Name:
  Marc Holliday

  	
   

  



 


1





















 


Exhibit A


 


CERTIFICATE OF TRUST


 


OF


 


SL Green Capital Trust I


 


This Certificate of Trust of
SL Green Capital Trust I (the “Trust”)
is being duly executed and filed on behalf of the Trust by the undersigned, as
trustee, to form a statutory trust under the Delaware Statutory Trust Act (12 Del.
C. §3801 et  seq.) (the  “Act”).


 


1.             Name.  The name of the statutory
trust formed by this Certificate of Trust is: 
SL Green Capital Trust I.


 


2.             Delaware Trustee.  The
name and business address of the trustee of the Trust with its principal place
of business in the State of Delaware are Chase Bank USA, National Association
c/o JPMorgan Chase Bank, National Association, 500 Stanton Christiana Road,
Building 4 (3rd Floor), Newark, Delaware 19713, Attention: Worldwide
Securities Services.


 


3.             Effective Date.  This
Certificate of Trust shall be effective upon its filing with the Secretary of
State of the State of Delaware.


 


IN WITNESS WHEREOF, the
undersigned have duly executed this Certificate of Trust in accordance with
Section 3811(a)(1) of the Act.


 


	
   

  	
  Chase
  Bank USA, National Association, not in 

  its individual capacity, but solely as Delaware 

  Trustee

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


A-1





















 


Exhibit B


 


[FORM OF COMMON SECURITIES CERTIFICATE]


 


THIS COMMON SECURITY HAS NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS OR ANY OTHER
APPLICABLE SECURITIES LAWS AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE
TRANSFERRED EXCEPT PURSUANT TO AN EXEMPTION FROM REGISTRATION.  THIS CERTIFICATE IS NOT TRANSFERABLE EXCEPT
IN COMPLIANCE WITH APPLICABLE LAW AND SECTION 5.11 OF THE TRUST AGREEMENT


 


	
  Certificate
  Number

  	
   

  	
  Number of Common Securities

  
	
   

  	
   

  	
   

  
	
  C-1

  	
   

  	
  3,100

  
	
   

  	
   

  	
   

  



 


Certificate Evidencing Common Securities


 


of


 


SL Green Capital Trust I


 


Floating Rate Common Securities


 


(liquidation amount $1,000 per
Common Security)


 


SL Green Capital Trust I, a
statutory trust created under the laws of the State of Delaware (the “Trust”), hereby certifies that SL Green
Operating Partnership, L.P., a Delaware limited partnership (the “Holder”) is the registered owner of Three
Thousand One Hundred (3,100) common securities of the Trust representing
undivided common beneficial interests in the assets of the Trust and designated
the SL Green Capital Trust I
Floating Rate Common Securities (liquidation amount $1,000 per Common Security)
(the “Common Securities”). Except
in accordance with Section 5.11 of the Trust Agreement (as defined
below), the Common Securities are not transferable and, to the fullest extent
permitted by law, any attempted transfer hereof other than in accordance
therewith shall be void. The designations, rights, privileges, restrictions,
preferences and other terms and provisions of the Common Securities are set
forth in, and this certificate and the Common Securities represented hereby are
issued and shall in all respects be subject to the terms and provisions of, the
Amended and Restated Trust Agreement of the Trust, dated as of June 30, 2005 as
the same may be amended from time to time (the “Trust
Agreement”), among SL Green Operating Partnership, L.P., as Depositor, JPMorgan Chase Bank,
National Association, as Property Trustee, Chase Bank USA, National
Association, as Delaware Trustee, the Administrative Trustees named therein and
the Holders, from time to time, of undivided beneficial interests in the assets
of the Trust. The Trust will furnish a copy of the Trust Agreement to the
Holder without charge upon written request to the Trust at its principal place
of business or registered office.


 


B-1





















 


Upon receipt of this
certificate, the Holder is bound by the Trust Agreement and is entitled to the
benefits thereunder.


 


This Common Securities
Certificate shall be governed by and construed in accordance with the laws of
the State of Delaware.


 


Terms used but not defined
herein have the meanings set forth in the Trust Agreement.


 


In
Witness Whereof, one of
the Administrative Trustees of the Trust has executed on behalf of the Trust
this certificate this      
day of                               ,
200    .


 


	
   

  	
  SL
  Green Capital Trust I

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name: Gregory F. Hughes

  
	
   

  	
   

  	
  Administrative
  Trustee

  



 


B-2





















 


Exhibit C


 


[FORM OF PREFERRED SECURITIES CERTIFICATE]


 


“[IF THIS SECURITY IS A GLOBAL SECURITY INSERT: THIS
PREFERRED SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE TRUST
AGREEMENT HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE
DEPOSITORY TRUST COMPANY (“DTC”) OR A NOMINEE OF DTC.  THIS PREFERRED SECURITY IS EXCHANGEABLE FOR
PREFERRED SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN DTC OR ITS
NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE TRUST AGREEMENT, AND
NO TRANSFER OF THIS PREFERRED SECURITY (OTHER THAN A TRANSFER OF THIS PREFERRED
SECURITY AS A WHOLE BY DTC TO A NOMINEE OF DTC OR BY A NOMINEE OF DTC TO DTC OR
ANOTHER NOMINEE OF DTC) MAY BE REGISTERED EXCEPT IN LIMITED CIRCUMSTANCES.


 


UNLESS THIS PREFERRED
SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF DTC TO SL GREEN
CAPITAL TRUST I OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT,
AND ANY PREFERRED SECURITY ISSUED IS REGISTERED IN THE NAME OF CEDE & CO.
OR IN SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND
ANY PAYMENT HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR
OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.]


 


THE PREFERRED SECURITIES
REPRESENTED BY THIS CERTIFICATE WERE ORIGINALLY ISSUED IN A TRANSACTION EXEMPT
FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND SUCH PREFERRED
SECURITIES OR ANY INTEREST THEREIN MAY NOT BE OFFERED, SOLD OR OTHERWISE
TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION
THEREFROM.  EACH PURCHASER OF ANY
PREFERRED SECURITIES IS HEREBY NOTIFIED THAT THE SELLER OF THE PREFERRED
SECURITIES MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF
THE SECURITIES ACT PROVIDED BY RULE 144A UNDER THE SECURITIES ACT.


 


THE HOLDER OF THE PREFERRED
SECURITIES REPRESENTED BY THIS CERTIFICATE AGREES FOR THE BENEFIT OF THE TRUST
AND THE DEPOSITOR THAT (A) SUCH PREFERRED SECURITIES MAY BE OFFERED, RESOLD OR
OTHERWISE TRANSFERRED ONLY (I) TO THE TRUST OR (II) TO A PERSON WHOM THE SELLER
REASONABLY BELIEVES IS A “QUALIFIED PURCHASER” (AS DEFINED IN SECTION 2(a)(51)
OF THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED), AND (B) THE HOLDER WILL
NOTIFY ANY PURCHASER OF ANY PREFERRED SECURITIES FROM IT OF THE RESALE
RESTRICTIONS REFERRED TO IN (A) ABOVE.


 


THE PREFERRED SECURITIES
WILL BE ISSUED AND MAY BE TRANSFERRED ONLY IN BLOCKS HAVING AN AGGREGATE LIQUIDATION
AMOUNT OF NOT LESS THAN 


 


C-1





















 


$100,000. TO THE FULLEST EXTENT PERMITTED BY LAW, ANY
ATTEMPTED TRANSFER OF PREFERRED SECURITIES, OR ANY INTEREST THEREIN,  IN A BLOCK HAVING AN AGGREGATE LIQUIDATION
AMOUNT OF LESS THAN $100,000 AND MULTIPLES OF $1,000 IN EXCESS THEREOF SHALL BE
DEEMED TO BE VOID AND OF NO LEGAL EFFECT WHATSOEVER. TO THE FULLEST EXTENT
PERMITTED BY LAW, ANY SUCH PURPORTED TRANSFEREE SHALL BE DEEMED NOT TO BE THE
HOLDER OF SUCH PREFERRED SECURITIES FOR ANY PURPOSE, INCLUDING, BUT NOT LIMITED
TO, THE RECEIPT OF PRINCIPAL OF OR INTEREST ON SUCH PREFERRED SECURITIES, OR
ANY INTEREST THEREIN, AND SUCH PURPORTED TRANSFEREE SHALL BE DEEMED TO HAVE NO
INTEREST WHATSOEVER IN SUCH PREFERRED SECURITIES.


 


THE HOLDER OF THIS SECURITY,
OR ANY INTEREST THEREIN,  BY ITS
ACCEPTANCE HEREOF OR THEREOF ALSO AGREES, REPRESENTS AND WARRANTS THAT IT IS
NOT AN EMPLOYEE BENEFIT, INDIVIDUAL RETIREMENT ACCOUNT OR OTHER PLAN OR ARRANGEMENT
SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS
AMENDED (“ERISA”), OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS
AMENDED (THE “CODE”) (EACH A “PLAN”), OR AN ENTITY WHOSE UNDERLYING ASSETS
INCLUDE “PLAN ASSETS” BY REASON OF ANY PLAN’S INVESTMENT IN THE ENTITY, AND NO
PERSON INVESTING “PLAN ASSETS” OF ANY PLAN MAY ACQUIRE OR HOLD THIS PREFERRED
SECURITY OR ANY INTEREST THEREIN. ANY PURCHASER OR HOLDER OF THE PREFERRED
SECURITIES OR ANY INTEREST THEREIN WILL BE DEEMED TO HAVE REPRESENTED BY ITS
PURCHASE AND HOLDING THEREOF THAT IT IS NOT AN EMPLOYEE BENEFIT PLAN WITHIN THE
MEANING OF SECTION 3(3) OF ERISA, OR A PLAN TO WHICH SECTION 4975 OF THE CODE
IS APPLICABLE, A TRUSTEE OR OTHER PERSON ACTING ON BEHALF OF AN EMPLOYEE
BENEFIT PLAN OR PLAN, OR ANY OTHER PERSON OR ENTITY USING THE ASSETS OF ANY
EMPLOYEE BENEFIT PLAN OR PLAN TO FINANCE SUCH PURCHASE.


 


C-2





















 


	
  Certificate
  Number

  	
   

  	
  Aggregate Liquidation Amount

  
	
   

  	
   

  	
  Preferred Securities

  



 


Certificate Evidencing Preferred Securities


 


of


 


SL Green Capital Trust I


 


Floating Rate Preferred Securities

(liquidation amount $1,000 per Preferred Security)


 


SL Green Capital Trust I, a
statutory trust created under the laws of the State of Delaware (the “Trust”), hereby certifies that                           ,
a                    (the
“Holder”) is the registered owner
of [amount] Preferred Securities [if the
Preferred Security is a Global Security, then insert — or such other
number of Preferred Securities represented hereby as may be set forth in the
records of the Securities Registrar hereinafter referred to in accordance with
the Trust Agreement (as defined below)] of the Trust representing an undivided
preferred beneficial interest in the assets of the Trust and designated the SL
Green Capital Trust I Floating
Rate Preferred Securities, (liquidation amount $1,000 per Preferred Security)
(the “Preferred Securities”).
Subject to the terms of the Trust Agreement (as defined below), the Preferred
Securities are transferable on the books and records of the Trust, in person or
by a duly authorized attorney, upon surrender of this certificate duly endorsed
and in proper form for transfer as provided in Section 5.7 of the
Trust Agreement (as defined below). The designations, rights, privileges,
restrictions, preferences and other terms and provisions of the Preferred
Securities are set forth in, and this certificate and the Preferred Securities
represented hereby are issued and shall in all respects be subject to the terms
and provisions of, the Amended and Restated Trust Agreement of the Trust, dated
as of June 30, 2005, as the same may be amended from time to time (the “Trust Agreement”), among SL Green
Operating Partnership, L.P., as Depositor, JPMorgan Chase Bank, National
Association, as Property Trustee, Chase Bank USA, National Association, as
Delaware Trustee, the Administrative Trustees named therein and the Holders,
from time to time, of undivided beneficial interests in the assets of the
Trust.  The Trust will furnish a copy of
the Trust Agreement to the Holder without charge upon written request to the
Property Trustee at its Corporate Trust Office.


 


Upon receipt of this
certificate, the Holder is bound by the Trust Agreement and is entitled to the
benefits thereunder.


 


This Preferred Securities
Certificate shall be governed by and construed in accordance with the laws of
the State of Delaware.


 


C-3





















 


All capitalized terms used
but not defined in this Preferred Securities Certificate are used with the
meanings specified in the Trust Agreement, including the Schedules and Exhibits
thereto.


 


In
Witness Whereof, one of
the Administrative Trustees of the Trust has executed on behalf of the Trust
this certificate this      day of                     ,
2005.


 


	
   

  	
  SL
  Green Capital Trust I

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Administrative
  Trustee

  



 


This is one of
the Preferred Securities referred to in the within-mentioned Trust Agreement.


 


Dated:


 


	
   

  	
  JPMorgan
  Chase Bank, National Association, 

  not in its individual capacity, but solely as Property 

  Trustee

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Authorized signatory

  



 


C-4





















 


[FORM OF REVERSE OF SECURITY]


 


The Trust
promises to pay Distributions from June 30, 2005, or from the most recent
Distribution Date to which Distributions have been paid or duly provided for,
quarterly (subject to deferral as set forth herein) in arrears on January 30, April 30, July 30, and October 30 of each year, commencing on
October 30, 2005, at a fixed rate equal to 5.61% per annum through the interest payment date in July
2015 and thereafter at a variable rate equal to LIBOR plus 1.25% per annum of
the Liquidation Amount of the Preferred Securities represented by this
Preferred Securities Certificate, together with any Additional Interest
Amounts, in respect to such period.


 


Distributions
on the Trust Securities shall be made by the Paying Agent from the Payment
Account and shall be payable on each Distribution Date only to the extent that
the Trust has funds then on hand and available in the Payment Account for the
payment of such Distributions.


 


In the event
(and to the extent) that the Depositor exercises its right under the Indenture
to defer the payment of interest on the Notes, Distributions on the Preferred
Securities shall be deferred.


 


Under the
Indenture, so long as no Note Event of Default has occurred and is continuing
and upon thirty (30) days’ prior written notice, the Depositor shall have the
right, at any time and from time to time during the term of the Notes, to defer
the payment of interest on the Notes for a period of up to eight (8)
consecutive quarterly interest
payment periods (each such extended interest payment period, an “Extension
Period”), during which Extension Period no interest shall be due and payable
(except any Additional Tax Sums that may be due and payable).  No interest on the Notes shall be due and
payable during an Extension Period.  If
Distributions are deferred, the deferred Distributions shall be paid on the
date that the related Extension Period terminates to Holders (as defined in the
Trust Agreement) of the Trust Securities as they appear on the books and
records of the Trust on the record date immediately preceding such termination
date.


 


Distributions
on the Securities must be paid on the dates payable
(after giving effect to any Extension Period) to the extent that the Trust has
funds available for the payment of such Distributions in the Payment Account of
the Trust.  The Trust’s funds available
for Distribution to the Holders of the Preferred Securities will be limited to
payments received from the Depositor.


 


During any
Event of Default or any such Extension Period, the Depositor shall not (i)
declare or pay any dividends or distributions on, or redeem, purchase, acquire
or make a liquidation payment with respect to, any of the Depositor’s limited
partnership interests or (ii) make any payment of principal of or any interest
or premium, if any, on or repay, repurchase or redeem any debt securities of the
Depositor that rank pari passu in
all respects with or junior in interest to the Notes (other than (a)
repurchases, redemptions or other acquisitions of units of limited partnership
interests of the Depositor in connection with (1) any employment contract,
benefit plan or other similar arrangement with or for the benefit of any one or
more employees, officers, directors or consultants, (2) a dividend reinvestment
or limited partnership interests purchase plan or (3) the issuance of limited
partnership interests of the Depositor (or securities convertible into or
exercisable for such limited partnership interests) as consideration in an 


 


C-5





















 


acquisition transaction entered
into prior to the Event of Default or applicable Extension Period, (b) as a
result of an exchange or conversion of any series of the Depositor’s limited
partnership interests (or any capital stock or limited partnership interests of
a Subsidiary (as defined in the Indenture) of the Depositor for any series of
the Depositor’s limited partnership interests or of any of the Depositor’s
indebtedness for any series of the Depositor’s limited partnership interests,
(c) any declaration of a dividend in connection with any Rights Plan (as
defined in the Indenture), the issuance of rights, limited partnership
interests or other property under any Rights Plan, or the redemption or
repurchase of rights pursuant thereto or (d) any dividend in the form of units
of limited partnership interests, warrants, options or other rights where the
dividend in the form of units of limited partnership interests or limited
partnership interests issuable upon exercise of such warrants, options or other
rights is the same units of limited partnership interests as that on which the
dividend is being paid or ranks pari passu
with or junior to such units of limited partnership interests).


 


On each Note
Redemption Date, on the stated maturity (or any date of principal repayment
upon early maturity) of the Notes and on each other date on (or in respect of)
which any principal on the Notes is repaid, the Trust will be required to
redeem a Like Amount of Trust Securities at the Redemption Price.  Under the Indenture, the Notes may be redeemed
by the Depositor on any Interest Payment Date, at the Depositor’s option, on or
after July 30, 2010 in whole or in part from time to time at the Optional Note
Redemption Price of the principal amount thereof or the redeemed portion
thereof, as applicable, together, in the case of any such redemption, with
accrued interest, including any Additional Interest, to but excluding the date
fixed for redemption.  The Notes may also
be redeemed by the Depositor, at its option, at any time, in whole but not in
part, upon the occurrence of an Investment Company Event or a Tax Event at the
Special Note Redemption Price; provided,
that such Investment Company Event or a Tax Event is continuing on the
Redemption Date.


 


The Trust
Securities redeemed on each Redemption Date shall be redeemed at the Redemption
Price with the proceeds from the contemporaneous redemption or payment at
maturity of Notes. Redemptions of the Trust Securities (or portion thereof)
shall be made and the Redemption Price shall be payable on each Redemption Date
only to the extent that the Trust has funds then on hand and available in the
Payment Account for the payment of such Redemption Price.


 


Payments of
Distributions (including any Additional Interest Amounts), the Redemption
Price, Liquidation Amount or any other amounts in respect of the Preferred
Securities shall be made by wire transfer at such place and to such account at
a banking institution in the United States as may be designated in writing at
least ten (10) Business Days prior to the date for payment by the Person
entitled thereto unless proper written transfer instructions have not been
received by the relevant record date, in which case such payments shall be made
by check mailed to the address of such Person as such address shall appear in
the Security Register.  If any Preferred
Securities are held by a Depositary, such Distributions shall be made to the
Depositary in immediately available funds.


 


The
indebtedness evidenced by the Notes is, to the extent provided in the
Indenture, subordinate and junior in right of payment to the prior payment in
full of all Senior Debt (as 


 


C-6





















 


defined
in the Indenture), and this Security is issued subject to the provisions of the
Indenture with respect thereto.


 


C-7





















 


ASSIGNMENT


 


For
Value Received, the
undersigned assigns and transfers this Preferred Securities Certificate to:


 


 


(Insert
assignee’s social security or tax identification number)


 


 


 


(Insert
address and zip code of assignee)


 


 


and irrevocably appoints


 


agent to transfer this Preferred Securities
Certificate on the books of the Trust. The agent may substitute another to act
for him or her.


 


	
  Date:  

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Signature:

  	
   

  	
   

  
	
   

  	
  (Sign
  exactly as your name appears on the other side of this Preferred Securities
  Certificate)

  	
   

  
					



 


The signature(s) should be
guaranteed by an eligible guarantor institution (banks, stockbrokers, savings
and loan associations and credit unions with membership in an approved
signature guarantee medallion program), pursuant to S.E.C. Rule 17Ad-15.


 


C-8





















 


Exhibit D


 


Junior Subordinated Indenture


 


D-1





















 


Exhibit E


 


Form of Transferee Certificate

to be Executed by Transferees


 


                    ,
[     ]


 


JPMorgan Chase Bank,
National Association

600 Travis, 50th Floor

Houston, Texas 77002

Attention:  Worldwide Securities Services


 


 


SL Green Operating
Partnership, L.P.

SL Green Capital Trust I

420 Lexington Avenue


 


New York, NY 10170


 


Re:          Purchase of $                        
stated liquidation amount of Floating Rate Preferred Securities (the
“Preferred Securities”) of SL Green Capital Trust I


 


Ladies and Gentlemen:


 


In connection with our
purchase of the Preferred Securities we confirm that:


 


1.             We understand that the Floating Rate
Preferred Securities (the “Preferred Securities”) of SL Green Capital Trust I
(the “Trust”) of SL Green Operating Partnership, L.P. (the “Company”) executed
in connection therewith) and the Floating Rate Junior Subordinated Notes due
2035 of the Company (the “Subordinated Notes”) (the entire amount of the
Trust’s outstanding Preferred Securities and the Subordinated Notes together
being referred to herein as the “Offered Securities”), have not been registered
under the Securities Act of 1933, as amended (the “Securities Act”), and may
not be offered or sold except as permitted in the following sentence. We agree
on our own behalf and on behalf of any investor account for which we are
purchasing the Offered Securities that, if we decide to offer, sell or
otherwise transfer any such Offered Securities, (i) such offer, sale or
transfer will be made only (a) to the Trust, (b) to a person we reasonably
believe is a “qualified purchaser” (a “QP”) (as defined in Section 2(a)(51) of
the Investment Company Act of 1940, as amended). We understand that the
certificates for any Offered Security that we receive will bear a legend
substantially to the effect of the foregoing.


 


2.             We are a “qualified purchaser” within the
meaning of section 2(a)(51) of the Investment Company Act of 1940, as amended,
and are purchasing for our own account or for the account of such a “qualified
purchaser,” and we have such knowledge and experience in financial and business
matters as to be capable of evaluating the merits and risks of our investment
in the Offered Securities, and we and any account for which we are acting are
each able to bear the economic risks of our or its investment.


 


E-1





















 


3.             We are acquiring the Offered Securities
purchased by us for our own account (or for one or more accounts as to each of
which we exercise sole investment discretion and have authority to make, and do
make, the statements contained in this letter) and not with a view to any
distribution of the Offered Securities, subject, nevertheless, to the
understanding that the disposition of our property will at all times be and
remain within our control.


 


4.             In the event that we purchase any Preferred
Securities or any Subordinated Notes, we will acquire such Preferred Securities
having an aggregate stated liquidation amount of not less than $100,000 or such
Subordinated Notes having an aggregate principal amount not less than $100,000,
for our own account and for each separate account for which we are acting.


 


5.             We acknowledge that we are not a fiduciary of
(i) an employee benefit, individual retirement account or other plan or
arrangement subject to Title I of the Employee Retirement Income Security Act
of 1974, as amended (“ERISA”), or Section 4975 of the Internal Revenue Code of
1986, as amended (the “Code”) (each a “Plan”); or (ii) an entity whose
underlying assets include “plan assets” by reason of any Plan’s investment in
the entity, and are not purchasing any of the Offered Securities on behalf of
or with “plan assets” by reason of any Plan’s investment in the entity.


 


6.             We acknowledge that the Trust and the Company
and others will rely upon the truth and accuracy of the foregoing
acknowledgments, representations, warranties and agreements and agree that if
any of the acknowledgments, representations, warranties and agreements deemed
to have been made by our purchase of any of the Offered Securities are no
longer accurate, we shall promptly notify the Company.  If we are acquiring any Offered Securities as
a fiduciary or agent for one or more investor accounts, we represent that we
have sole discretion with respect to each such investor account and that we
have full power to make the foregoing acknowledgments, representations and
agreement on behalf of each such investor account.


 


	
   

  	
  (Name of Purchaser)

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Date:

  	
   

  
				



 


Upon transfer,
the Preferred Securities (having a stated liquidation amount of $                          )
would be registered in the name of the new beneficial owner as follows.


 


	
  Name:

  
	
   

  
	
  Address:

  	
   

  	
   

  
	
   

  
	
  Taxpayer ID Number:

  	
   

  	
   

  
					



 


E-2





















 


Exhibit F


 


Officer’s Financial Certificate


 


The undersigned, the
[Chairman/Vice Chairman/Chief Executive Officer/President/Vice President/Chief
Financial Officer/Treasurer/Assistant Treasurer], hereby certifies pursuant to
Section 8.16(b) of the Amended and Restated Trust Agreement, dated as of June
30, 2005 (the “Trust Agreement”), among SL Green Operating Partnership, L.P.]
(the “Company”), JPMorgan Chase Bank, National Association, as property
trustee, Chase Bank USA, National Association, as Delaware trustee, and the
administrative trustees named therein, that, as of [date], [20    ],
the Company had the following ratios and balances:


 


As of [Quarterly/Annual
Financial Date], 20    


 


	
  Senior secured indebtedness for borrowed money (“Debt”)

  	
   

  	
  $

  	
            

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Senior unsecured Debt

  	
   

  	
  $

  	
            

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Subordinated Debt

  	
   

  	
  $

  	
            

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Total Debt

  	
   

  	
  $

  	
            

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Ratio of (x) senior secured and unsecured
  Debt to (y) total Debt

  	
   

  	
            

  	
  %

  



 


 


[FOR FISCAL YEAR END:
Attached hereto are the audited consolidated financial statements (including
the balance sheet, income statement and statement of cash flows, and notes
thereto, together with the report of the independent accountants thereon) of
the Company and its consolidated subsidiaries for the three years ended               ,
20      ].]


 


[FOR FISCAL QUARTER END:
Attached hereto are the unaudited consolidated and consolidating financial
statements (including the balance sheet and income statement) of the Company
and its consolidated subsidiaries for the fiscal quarter ended [date], 20    .]


 


The financial statements
fairly present in all material respects, in accordance with U.S. generally
accepted accounting principles (“GAAP”), the financial position of the Company
and its consolidated subsidiaries, and the results of operations and changes in
financial condition as of the date, and for the [quarter]  [annual]
period ended [date], 20    ,
and such financial statements have been prepared in accordance with GAAP
consistently applied throughout the period involved (expect as otherwise noted
therein).


 


IN WITNESS
WHEREOF, the undersigned has executed this Officer’s Financial Certificate as
of this            day of                           ,
20    .


 


F-1





















 


	
   

  	
  SL
  green Operating Partnership, L.P.

  
	
   

  	
   

  
	
   

  	
  By:
  SL Green Realty Corp., its general 

  partner

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  SL Green Operating
  Partnership, L.P.

  
	
   

  	
  420 Lexington Avenue

  
	
   

  	
  New York, NY 10170

  
	
   

  	
  (212) 594-2700

  
						



 


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Schedule A


 


DETERMINATION
OF LIBOR


 


With respect
to the Trust Securities, the London interbank offered rate (“LIBOR”) shall be determined by the
Calculation Agent in accordance with the following provisions (in each case
rounded to the nearest .000001%):


 


(1)           On
the second LIBOR Business Day (as defined below) prior to a Distribution Date
(each such day, a “LIBOR Determination Date”),
LIBOR for any given security shall for the following interest payment period
equal the rate, as obtained by the Calculation Agent from Bloomberg Financial
Markets Commodities News, for three-month Eurodollar deposits that appears on
Dow Jones Telerate Page 3750 (as defined in the International Swaps and
Derivatives Association, Inc. 2000 Interest Rate and Currency Exchange
Definitions), or such other page as may replace such Page 3750, as of 11:00
a.m. (London time) on such LIBOR Determination Date.


 


(2)           If,
on any LIBOR Determination Date, such rate does not appear on Dow Jones
Telerate Page 3750 or such other page as may replace such Page 3750, the
Calculation Agent shall determine the arithmetic mean of the offered quotations
of the Reference Banks (as defined below) to leading banks in the London
interbank market for three-month Eurodollar deposits in an amount determined by
the Calculation Agent by reference to requests for quotations as of
approximately 11:00 a.m. (London time) on the LIBOR Determination Date made by
the Calculation Agent to the Reference Banks. 
If, on any LIBOR Determination Date, at least two of the Reference Banks
provide such quotations, LIBOR shall equal such arithmetic mean of such
quotations.  If, on any LIBOR
Determination Date, only one or none of the Reference Banks provide such
quotations, LIBOR shall be deemed to be the arithmetic mean of the offered
quotations that leading banks in the City of New York selected by the
Calculation Agent are quoting on the relevant LIBOR Determination Date for
three-month Eurodollar deposits in an amount determined by the Calculation
Agent by reference to the principal London offices of leading banks in the
London interbank market; provided,
that if the Calculation Agent is required but is unable to determine a rate in
accordance with at least one of the procedures provided above, LIBOR shall be
LIBOR as determined on the previous LIBOR Determination Date.


 


(3)           As
used herein: “Reference Banks”
means four major banks in the London interbank market selected by the
Calculation Agent; and “LIBOR Business Day”
means a day on which commercial banks are open for business (including dealings
in foreign exchange and foreign currency deposits) in London.