Exhibit
10.2


 


FIRST AMENDMENT TO


 


AMENDED AND
RESTATED CREDIT AND GUARANTY AGREEMENT


 


 


This FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT
AND GUARANTY AGREEMENT (this “Amendment”) is made as of the 5th day of June,
2003, by and among (i) SL GREEN OPERATING PARTNERSHIP, L.P., a Delaware limited
partnership (“Borrower”), (ii) SL GREEN REALTY CORP., a Maryland corporation
(the “Company”, and a “Guarantor”), (iii) each of the direct and indirect
Subsidiaries of Borrower or the Company that is a signatory hereto under the
caption “Guarantors” on the signature pages hereto, (iv) each of the financial
institutions that is a signatory hereto under the caption “Lenders” on the
signature pages hereto (individually, a “Lender” and, collectively, the
“Lenders”), (v) WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking
association, as administrative agent for the Lenders hereunder (in such
capacity, “Agent”) and as arranger (in such capacity, “Arranger”), (vi)
COMMERZBANK AG NEW YORK BRANCH, as syndication agent for the Lenders and (vii)
EUROHYPO AG, NEW YORK BRANCH, as documentation agent for the Lenders, and is
made with reference to that certain Amended and Restated Credit and Guaranty
Agreement dated as of February 6, 2003, by and among Borrower, Guarantors,
the lenders signatory thereto (the “Existing Lenders”), Agent, Arranger,
syndication agent and documentation agent (as amended, restated, supplemented
or otherwise modified from time to time, the “Credit Agreement”).  Capitalized terms used herein without definition
shall have the same meanings herein as set forth in the Credit Agreement.


 


RECITALS


 


WHEREAS, under the terms of the Credit Agreement, the
Existing Lenders provide to Borrower an unsecured term loan facility in the
maximum amount of $150,000,000 (the “Facility”); and


 


WHEREAS, under the terms of the Credit Agreement, the
Obligations of Borrower are jointly and severally unconditionally guaranteed by
Guarantors, including, without limitation, with respect to certain Guarantors,
pursuant to that certain Instrument of Adherence executed by said Guarantors
dated as of March 17, 2003 (the “Instrument  of Adherence”); and


 


WHEREAS, Borrower has requested, pursuant to
§ 2.2 of the Credit Agreement, that the Total Commitment be increased to
$200,000,000, and certain Existing Lenders have agreed to increase their
Commitments and a Lender not an Existing Lender has agreed to make a Commitment
such that the Total Commitment shall be $200,000,000; and


 


WHEREAS, at the request of Borrower, Lenders have
agreed to amend the Credit Agreement and Schedule 1.2 thereto in accordance
with § 2.2(e) of the Credit Agreement in order to reflect the increase in
Total Commitment and to make certain other


 

















 


amendments to the Credit Agreement, including, without limitation, to
extend the Maturity Date and substitute the Lenders for the Existing Lenders;
and


 


WHEREAS, the parties hereto intend that this Amendment
not constitute a novation or satisfaction of the Obligations or be deemed to
evidence or constitute a repayment of all or any portion of such Obligations.


 


NOW, THEREFORE, in consideration of the premises and
the agreements, provisions and covenants herein contained, the parties hereto
agree as follows:


 


SECTION 1.           AMENDMENT OF CREDIT AGREEMENT AND
RELATED MATTERS.


 


1.1.          Definitions.   The definition of “Maturity Date” in
§ 1.1 of the Credit Agreement is hereby deleted in its entirety and the
following substituted in its place and stead:


 


“Maturity Date.      June 5,
2008, or such earlier date on which the Loans shall become due and payable
pursuant to the terms hereof.”


 


1.2.          Notwithstanding anything in § 2.2
to the contrary, Lenders acknowledge and agree that the (i) increase to the
Total Commitment effectuated pursuant to the terms and provisions of this
Amendment shall be available to Borrower from time to time for a period of one
hundred eighty (180) days from the date of this Amendment, without regard to
the Funding Expiry Date and (ii) as a result of the operation of § 2.2(b)
a portion of certain Existing Lenders’ Commitments shall again be available
under the Credit Agreement to the extent of the amount received by such
Existing Lender in connection with the reallocation contemplated in said
§ 2.2(b).  Any borrowings with
respect to such increase to the Total Commitment shall be subject to the
satisfaction of the terms and conditions of the Credit Agreement, including,
without limitation, § 2.5. 
Borrower acknowledges and agrees that the provisions of § 2.2(c)
continue to apply, such that, if on the Funding Expiry Date, the Outstanding
Obligations are less than $150,000,000, the Total Commitment shall reduce by an
amount equal to the excess of (x) $150,000,000 over (y) the Outstanding
Obligations on the Funding Expiry Date. 
In such event, each Lender’s Commitment shall be reduced pro
rata
in accordance with its respective Commitment Percentage.


 


1.3.          § 2.3 of the Credit Agreement is
hereby amended by the addition of the following paragraph at the end thereof:


 


“Upon receipt of an
affidavit (including appropriate indemnification) of an officer of any Lender
as to the loss, theft, destruction or mutilation of such Lender’s Note, and, in
the case of such loss, theft, destruction or mutilation, upon cancellation of
such Note, Borrower will issue, in lieu thereof, a replacement note in the same
principal amount thereof and otherwise of like tenor.”


 


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1.4.          § 2.4 of the Credit Agreement is
hereby amended by the addition of the following clause (d) at the end thereof:


 


“(d)         All
agreements between Borrower and Guarantors, on the one hand, and Agent and the
Lenders, on the other hand, are expressly limited so that in no contingency or
event whatsoever, whether by reason of acceleration of maturity of the
Obligations or otherwise, shall the amount paid or agreed to be paid to the
Lenders for the use or the forbearance of the Indebtedness evidenced under this
Agreement and the Notes exceed the maximum permissible under law.  As used herein, the term ‘applicable law’
shall mean the law in effect as of the date hereof; provided, however, that in
the event there is a change in the law which results in a higher permissible
rate of interest, then this Agreement and the Notes shall be governed by such
new law as of its effective date.  If,
under or from any circumstances whatsoever, fulfillment of any provision of
this Agreement or any other Loan Document at the time of performance of such
provision shall be due, shall involve transcending the limit of such validity
prescribed by applicable law, then the obligation to be fulfilled shall
automatically be reduced to the limits of such validity, and if under or from
any circumstances whatsoever the Lenders should receive as interest an amount
which would exceed the highest lawful rate, such amount which would be
excessive interest shall be applied to the reduction of the principal amount of
the Loans then outstanding and not to the payment of interest.  In the event that, as a result of this
§ 2.4(d), the interest rate on any Loans is reduced and, after such
reduction, the maximum permissible interest rate under applicable law exceeds
the interest rate payable hereunder, the interest rate on the Loans shall be
the maximum permissible interest rate under applicable law until the aggregate
amount of interest paid equals the aggregate amount of interest that would have
been paid but for this § 2.4(d). 
This provision shall control every other provision of the Loan
Documents.”


 


1.5.          § 12.1(e) of the Credit Agreement
is hereby amended by inserting, immediately following the word “Borrower” and
prior to the word “in”, the phrase “or any Guarantor”.


 


1.6.          § 18.1 is hereby amended by
inserting, immediately following the phrase “jointly and severally,
unconditionally” each time it appears in the first and second sentences, the
phrase “and irrevocably”.


 


1.7.          The Credit Agreement is hereby amended
by the addition of the following new § 30 immediately following the
existing § 29 thereof:


 


“SECTION 30.               TAX SHELTER PROVISIONS.   None of Borrower, the Company, any other
Guarantor or any Related Company intends to treat the Facility or the
transactions contemplated by this Agreement and the other Loan Documents as
being a “reportable transaction” (within the meaning of Treasury Regulation
Section 1.6011-4).  If Borrower, any
Guarantor or any Related Company determines to take any action inconsistent
with such intention, Borrower will promptly notify Agent thereof, who shall in
turn, promptly notify


 


3

















 


the Lenders.  If Borrower so notifies Agent, Borrower
acknowledges that Agent and each of the Lenders may treat its respective
Commitment Percentage of the Loans as part of a transaction that is subject to
Treasury Regulation Section 301.6112-1, and Agent and any such Lender will
maintain the lists and other records, including the identity of any applicable
Persons, as required by such Treasury Regulation.  Notwithstanding anything to the contrary set forth herein or in
any other written or oral understanding or agreement entered into in connection
with the transactions contemplated in this Agreement, Borrower, each Guarantor,
each Lender and Agent acknowledge and agree that (i) any obligations of
confidentiality contained herein or in any such understanding or agreement do
not apply to the tax treatment and tax structure of the transactions
contemplated by the Loan Documents (and any related transactions or
arrangements), and each of Borrower, any Guarantor, any Lender and Agent (and
each of their respective employees, representatives, or other agents) may
disclose to any and all required Persons, without limitation of any kind, the
tax treatment and tax structure of the transactions contemplated by the Loan
Documents and all materials of any kind (including opinions or other tax
analyses) that are provided to any such Person relating to such tax treatment
and tax structure, all within the meaning of Treasury Regulations Section
1.6011-4; provided, however, that each such Person recognizes that the
privilege each has to maintain, in its sole discretion, the confidentiality of
a communication relating to the transactions contemplated by the Loan
Documents, including a confidential communication with its attorney or a
confidential communication with a federally authorized tax practitioner under
Section 7525 of the Internal Revenue Code, is not intended to be affected by
the foregoing.  The authorization to
disclose granted pursuant to the preceding sentence is subject to compliance
with any applicable federal or state securities laws, and is not intended to
permit disclosure of any other information, including without limitation, (A)
any portion of any materials to the extent not required in order to analyze the
tax treatment or tax structure of the transactions contemplated by the Loan
Documents, (B) the identities of participants or potential participants in said
transactions, except in compliance with any list maintenance obligation imposed
by Treasury Regulations Section 301.6112-1, (C) the existence or status of any
negotiations, (D) any pricing or financial information, except to the extent
such information is required in order to analyze the tax treatment or tax
structure of said transactions, or (E) any other term or detail not required in
order to analyze the tax treatment or tax structure of said transactions.”


 


1.8.          Schedule 1 to the Credit Agreement is
hereby amended and restated in its entirety in the form attached as Exhibit A
hereto.


 


1.9.          Schedule 1.2 to the Credit Agreement
is hereby amended and restated in its entirety in the form attached as Exhibit
B hereto.


 


4

















 


SECTION 2.           BORROWER’S REPRESENTATIONS AND
WARRANTIES.


 


In order to induce the
Lenders to enter into this Amendment and to amend the Credit Agreement and the
Schedules thereto in the manner provided herein, Borrower and Guarantors
jointly and severally represent and warrant to each Lender that the following
statements are true, correct and complete:


 


(i)            each
of Borrower and each Guarantor has all requisite corporate, limited liability
company, or partnership power and authority to enter into this Amendment and to
carry out the transactions contemplated by, and perform its obligations under,
the Credit Agreement as amended by this Amendment (the “Amended Agreement”);


 


(ii)           the
execution and delivery of this Amendment and the performance of the Amended
Agreement have been authorized by all necessary corporate, limited liability
company, or partnership action (as the case may be) on the part of Borrower and
each Guarantor;


 


(iii)          the
execution and delivery by Borrower and each Guarantor of this Amendment and the
performance by Borrower and each Guarantor of the Amended Agreement (i) are
within the authority of Borrower or such Guarantor, (ii) have been duly authorized
by all necessary proceedings on the part of Borrower or such Guarantor, (iii)
do not conflict with or result in any breach or contravention of any provision
of law, statute, rule or regulation to which Borrower or such Guarantor is
subject or any judgment, order, writ, injunction, license or permit applicable
to Borrower or such Guarantor and (iv) do not conflict with any provision of
Borrower or such Guarantor’s charter documents or by-laws, partnership
agreement, limited liability company agreement, operating agreement,
declaration of trust, or any agreement (except agreements as to which such a
conflict would not result in a Material Adverse Effect) or other instrument
binding upon Borrower or such Guarantor or to which any of Borrower’s or
Guarantor’s properties are subject;


 


(iv)          the
execution and delivery by Borrower and each Guarantor of this Amendment and the
performance by Borrower and each Guarantor of the Amended Agreement do not and
will not require any registration with, consent or approval of, or notice to,
or other action to, with or by, any federal, state or other governmental
authority or regulatory body;


 


(v)           this
Amendment and the Amended Agreement have been duly executed and delivered by
Borrower and each Guarantor and are legally valid and binding obligations of
Borrower and each Guarantor, enforceable against Borrower and each Guarantor in
accordance with their respective terms, except as may be limited by bankruptcy,
insolvency, reorganization, moratorium or similar laws relating to or limiting
creditors’ rights generally or by equitable principles relating to
enforceability; and


 


5

















 


(vi)          no
event has occurred and is continuing or will result from the consummation of
the transactions contemplated by this Amendment that would constitute a Default
or an Event of Default.


 


SECTION 3.           CONDITIONS TO EFFECTIVENESS.


 


Section 1 of this Amendment shall become effective
only upon the satisfaction of all of the following conditions precedent (the date
of satisfaction of such conditions being referred to herein as the “First
Amendment Effective Date”):


 


(i)            On
or before the First Amendment Effective Date, Borrower and each Guarantor shall
have delivered to the Lenders (or to Agent for the Lenders with sufficient
originally executed copies, where appropriate, for each Lender and its counsel)
executed originals of this Amendment;


 


(ii)           On
or before the First Amendment Effective Date, Borrower shall execute and
deliver to Agent new Notes for each Lender whose Commitment (as reflected on
Schedule 1.2, as amended pursuant to this Amendment) has changed so that the
maximum principal amount of such Lender’s Note shall equal its Commitment;


 


(iii)          On
or before the First Amendment Effective Date, Agent shall have received (a) a
certificate of the Company to the effect that each of the certifications made
in the Member’s Certificate dated March 17, 2003 which was delivered in
connection with the Instrument of Adherence are remade on and as of the date of
the certificate described in this clause (a), (b) a certificate of the Company
to the effect that each of the certifications, including, without limitation,
as to incumbency of authorized officers, made in the Secretary’s Certificate
dated March 17, 2003 which was delivered in connection with the Instrument
of Adherence are remade on and as of the date of the certificate described in
this clause (b), except that new resolutions adopted by the Company’s Board of
Directors authorizing the transactions described herein shall be attached to
such certificate and certified by its secretary to be true and complete and in
effect on the date hereof, (c) originally executed copies of a written opinion
of counsel, addressed to the Lenders and Agent, relating to the due authorization,
execution and delivery of this Amendment and of such new Notes and the
enforceability thereof, substantially in the form of the relevant portions of
the opinion delivered pursuant to § 10.6 of the Credit Agreement and (d) a
Compliance Certificate dated the date hereof; and


 


(iv)          Borrower
(x) shall have paid to Agent all fees due and payable by Borrower pursuant to
§ 4.1 of the Credit Agreement and pursuant to the fee agreement with
respect to the Additional Commitment between Wells and Borrower dated
April 22, 2003 and (y) shall have paid all other expenses as provided in
§ 15 of the Credit Agreement due and payable by Borrower as of the First
Amendment Effective Date.


 


6

















 


In furtherance of the foregoing clause (ii), each
Lender receiving a replacement Note pursuant to the foregoing clause (ii)
covenants that it shall promptly surrender to Agent, and Agent covenants that
it shall promptly thereafter return to Borrower for cancellation, such Lender’s
existing Note replaced thereby.


 


SECTION 4.           ACKNOWLEDGMENT AND CONSENT.


 


Each of Borrower, the Company and each other Guarantor
(each individually a “Credit Support Party” and, collectively, the “Credit
Support Parties”) hereby acknowledges that it has reviewed the terms and
provisions of the Credit Agreement and this Amendment and consents to the
amendment of the Credit Agreement and Schedule 1.2 thereto effected pursuant to
this Amendment.  Each Credit Support
Party hereby confirms that each Loan Document to which it is a party or
otherwise bound will continue to guaranty or secure, as the case may be, to the
fullest extent possible the payment and performance of all Obligations of
Borrower now or hereafter existing under or in respect of the Credit Agreement
and the Notes.


 


SECTION 5.           MISCELLANEOUS.


 


(a)           Reference
to and Effect on the Credit Agreement and the Other Loan Documents.


 


(i)            On
and after the effective date of this Amendment, each reference in the Credit
Agreement to “this Agreement”, “hereunder”, “hereof”, “herein” or words of like
import referring to the Credit Agreement and each reference in the other Loan
Documents to the “Credit Agreement”, “thereunder”, “thereof” or words of like
import referring to the Credit Agreement shall mean and be a reference to the
Credit Agreement as amended hereby.


 


(ii)           Except
as specifically amended by this Amendment, the Credit Agreement and the other
Loan Documents shall remain in full force and effect and are hereby ratified
and confirmed.


 


(iii)          The
execution, delivery and performance of this Amendment shall not, except as
expressly provided herein, constitute a waiver of any provision of, or operate
as a waiver of any right, power or remedy of Agent or any Lender under the
Credit Agreement or any of the other Loan Documents.


 


(b)           Expenses.   Borrower acknowledges and agrees that all
costs, fees and expenses as described in § 15 of the Credit Agreement
incurred by Agent and its counsel with respect to this Amendment and the
documents and transactions contemplated hereby shall be for the account of
Borrower.


 


(c)           Headings.  Section and subsection headings in this
Amendment are included herein for convenience of reference only and shall not
constitute a part of this Amendment for any other purpose or be given any substantive
effect.


 


7

















 


(d)           New Lender.   Any Lender not an Existing Lender (a “New
Lender”) (i) represents and warrants that it is legally authorized to enter
into this Amendment; (ii) confirms that it has received a copy of the Credit
Agreement, together with copies of the financial statements referenced therein
and such other documents and information as it has deemed appropriate to make
its own credit analysis and decision to enter into this Amendment; (iii) acknowledges
and agrees that it has made and will make such inquiries and has taken and will
take such care on its own behalf as would have been the case had it made a Loan
directly to Borrower without the intervention of any Existing Lender, Agent or
any other Person; (iv) acknowledges and agrees that it will perform in
accordance with their terms all of the obligations that, by the terms of any
Loan Document, are required to be performed by it as a Lender; (v) agrees that
it will, independently and without reliance upon any Existing Lender, Agent or
any other Person which is or has become a Lender and based on such documents
and information as it shall deem appropriate at the time, continue to make its
own credit decisions in taking or not taking action under the Credit Agreement;
(vi) appoints and authorizes Agent to take such action as agent on its behalf
and to exercise such powers under the Credit Agreement as are delegated to
Agent by the terms thereof, together with such powers under the Credit Agreement
as are incidental thereto; (vii) agrees that it will be bound by the provisions
of the Amended Agreement and will perform in accordance with its terms all the
obligations which by the terms of the Amended Agreement are required to be
performed by it as a Lender including, if it is organized under the laws of a
jurisdiction outside the United States, its obligation pursuant to the Amended
Agreement to deliver the forms prescribed by the Internal Revenue Service of
the United States certifying as to its exemption from United States withholding
taxes with respect to all payments to be made to it under the Amended
Agreement, or such other documents as are necessary to indicate that all such
payments are subject to such tax at a rate reduced by an applicable tax treaty;
(viii) confirms that it is an “Eligible Assignee” under the terms of the
Amended Agreement; (ix) acknowledges and agrees that no Existing Lender nor
Agent makes any representation or warranty or assumes any responsibility with
respect to any statements, warranties or representations made in or in
connection with any Loan Document or any other instrument or document furnished
pursuant thereto or the authorization, execution, legality, validity,
enforceability, genuineness, sufficiency or value of any Loan Document or any
other instrument or document furnished pursuant thereto; and (x) acknowledges
and agrees that no Existing Lender nor Agent makes any representation or
warranty or assumes any responsibility with respect to the financial condition or
creditworthiness of Borrower, any Guarantor or any other Person or the
performance or observance by Borrower, any Guarantor or any other Person of any
obligations under any Loan Document or any other instrument or document
furnished pursuant thereto.  From and
after the First Amendment Effective Date, (i) any New Lender shall be deemed to
be a party to the Amended Agreement and have the rights and obligations of
Lender thereunder and under the other Loan Documents and shall be bound by the
provisions thereof, and (ii) any such New Lender shall become a Lender for all
purposes of the Credit Agreement and the other Loan Documents, and execution of
this Amendment by such New Lender shall be deemed to be execution of the Credit
Agreement.


 


8

















 


(e)           APPLICABLE LAW.   THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES
HEREUNDER SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN
ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK (INCLUDING, WITHOUT
LIMITATION, SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW
YORK), WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES.


 


(f)            Counterparts; Effectiveness.   This Amendment may be executed in any
number of counterparts and by different parties hereto in separate
counterparts, each of which when so executed and delivered shall be deemed an
original, but all such counterparts together shall constitute but one and the
same instrument; signature pages may be detached from multiple separate
counterparts and attached to a single counterpart so that all signature pages
are physically attached to the same document. 
This Amendment (other than the provisions of Section 1 hereof, the
effectiveness of which is governed by Section 3 hereof) shall become effective
upon the execution of a counterpart hereof by Borrower, the Lenders and each of
the Credit Support Parties and receipt by Agent of written or telephonic
notification of such execution and authorization of delivery thereof.  Section 1 of this Amendment shall become
effective only in the manner set forth in Section 3 of this Amendment.


 


 


[Remainder of page
intentionally left blank]


 


9

















 


IN WITNESS WHEREOF, the undersigned have duly executed
this Agreement as a sealed instrument as of the date first set forth above.


 


	
   

  	
  BORROWER:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  SL
  GREEN OPERATING PARTNERSHIP,

  L.P.

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  SL
  Green Realty Corp., its general

  partner

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
   

  	
  Title:

  	
   

  
						



 


 


	
   

  	
  GUARANTORS:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  SL
  GREEN REALTY CORP.

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
						



 


 


	
   

  	
  NEW
  GREEN 1140 REALTY LLC

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  SL
  Green Operating Partnership,

  L.P., its manager

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By

  	
  SL
  Green Realty Corp., its

  general partner

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Title:

  	
   

  
							



 


 

















 


	
   

  	
  SLG
  17 BATTERY LLC

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  SL
  Green Operating Partnership,

  L.P., its manager

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  SL
  Green Realty Corp., its general partner

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Title:

  	
   

  
							



 


 


	
   

  	
  SL
  GREEN MANAGEMENT LLC

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  SL
  Green Operating Partnership,

  L.P., its manager

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  SL
  Green Realty Corp., its

  general partner

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Title:

  	
   

  
							



 


 


	
   

  	
  SLG
  IRP REALTY LLC

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  SL
  Green Operating Partnership,

  L.P., its manager

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  SL
  Green Realty Corp., its

  general partner

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Title:

  	
   

  
							



 


 

















 


	
   

  	
  GREEN
  286 MADISON LLC

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  SL
  Green Operating Partnership,

  L.P., its manager

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  SL
  Green Realty Corp., its

  general partner

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Title:

  	
   

  
							



 


 


	
   

  	
  GREEN
  1370 BROADWAY LLC

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  SL
  Green Operating Partnership,

  L.P., its manager

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  SL
  Green Realty Corp., its

  general partner

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Title:

  	
   

  
							



 


 


	
   

  	
  GREEN
  292 MADISON LLC

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  SL
  Green Operating Partnership,

  L.P., its manager

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  SL
  Green Realty Corp., its

  general partner

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Title:

  	
   

  
							



 


 

















 


	
   

  	
  GREEN
  110 EAST 42ND LLC

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  SL
  Green Operating Partnership,

  L.P., its manager

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  SL Green
  Realty Corp., its

  general partner

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Title:

  	
   

  
							



 


 


	
   

  	
  GREEN
  1372 BROADWAY LLC

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  SL
  Green Operating Partnership,

  L.P., its manager

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  SL
  Green Realty Corp., its

  general partner

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Title:

  	
   

  
							



 


 


	
   

  	
  GREEN
  1466 BROADWAY LLC

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  SL
  Green Operating Partnership,

  L.P., its manager

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  SL
  Green Realty Corp., its

  general partner

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Title:

  	
   

  
							



 


 

















 


	
   

  	
  GREEN
  440 NINTH LLC

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  SL
  Green Operating Partnership,

  L.P., its manager

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  SL
  Green Realty Corp., its

  general partner

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Title:

  	
   

  
							



 


 


	
   

  	
  GREEN
  470 PAS LLC

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  SL
  Green Operating Partnership,

  L.P., its manager

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  SL
  Green Realty Corp., its

  general partner

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Title:

  	
   

  
							



 


 

















 


	
   

  	
  ADMINISTRATIVE
  AGENT:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  WELLS
  FARGO BANK, NATIONAL ASSOCIATION, As Administrative Agent

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By

  	
   

  	
   

  
	
   

  	
   

  	
  Christopher
  B. Wilson

  	
   

  
	
   

  	
   

  	
  Vice
  President

  	
   

  



 


 


	
   

  	
  LENDER:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  WELLS
  FARGO BANK, NATIONAL ASSOCIATION

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By

  	
   

  	
   

  
	
   

  	
   

  	
  Christopher
  B. Wilson

  	
   

  
	
   

  	
   

  	
  Vice
  President

  	
   

  



 


 

















 


	
   

  	
  LENDER:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  COMMERZBANK
  AG NEW YORK

  BRANCH

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
					



 


 

















 


	
   

  	
  LENDER:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  EUROHYPO
  AG, NEW YORK BRANCH

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
					



 


 

















 


	
   

  	
  LENDER:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  PB
  CAPITAL CORPORATION

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  



 


 

















 


	
   

  	
  LENDER:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  KEYBANK
  NATIONAL ASSOCIATION

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  



 


 

















 


	
   

  	
  LENDER:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  HSH
  NORDBANK AG, NEW YORK

  BRANCH

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  



 


 

















 


EXHIBIT A


 


LENDERS; DOMESTIC
AND LIBOR LENDING OFFICES


 


 


WELLS FARGO BANK,
NATIONAL ASSOCIATION


 


	
  Notices:

  	
   

  	
   

  
	
  40 West 57th Street

  
	
  New York, New York
  10019

  
	
  Attention:

  	
   

  	
  Mr. Mauricio J.
  Maldonado

  
	
   

  	
   

  	
  Loan Administrator

  
	
  Telephone:

  	
   

  	
  212/315-7271

  
	
  Telefax:

  	
   

  	
  212/581-0979

  
	
   

  	
   

  	
   

  
	
  Funding/Payments/Rate
  Options:

  
	
  2120 East Park Place,
  Suite 100

  
	
  El Segundo, California
  90245

  
	
  Attention:

  	
   

  	
  Ms. Shirley Williams
  (Funding/Payments)

  
	
  Telephone:

  	
   

  	
  310/335-9475

  
	
  Telefax:

  	
   

  	
  310/615-1014

  
	
   

  	
   

  	
   

  
	
  Attention:

  	
   

  	
  Mr. Don Munoz (Rate
  Options)

  
	
  Telephone:

  	
   

  	
  310/335-9442

  
	
  Telefax:

  	
   

  	
  310/615-1014

  



 


 


COMMERZBANK AG NEW YORK
BRANCH


 


	
  Notices:

  
	
  2 World Financial
  Center

  
	
  New York, New York
  10281

  
	
  Attention:

  	
   

  	
  Mr. David Schwarz

  
	
   

  	
   

  	
  Senior Vice President

  
	
  Telephone:

  	
   

  	
  212/266-7632

  
	
  Telefax:

  	
   

  	
  212/266-7565

  
	
   

  	
   

  	
   

  
	
  Funding/Payments/Rate
  Options:

  
	
  Attention:

  	
   

  	
  Mr. Massimo Ippolito
  (Administration)

  
	
  Telephone:

  	
   

  	
  212/266-7707

  
	
  Telefax:

  	
   

  	
  212/266-7772

  



 

















 


EUROHYPO AG, NEW YORK BRANCH


 


	
  Notices:

  	
   

  	
   

  
	
  1114 Avenue of the
  Americas, 29th Floor

  
	
  New York, New York
  10036

  
	
  Attention:

  	
   

  	
  Mr. Alfred R. Koch

  
	
  Telephone:

  	
   

  	
  212/479-5705

  
	
  Telefax:

  	
   

  	
  212/479-5800

  
	
   

  	
   

  	
   

  
	
  Funding/Payments/Rate
  Options:

  
	
  Attention:

  	
   

  	
  Ms. Stephanie Ortega
  (Operations/Administration)

  
	
  Telephone:

  	
   

  	
  212/479-5738

  
	
  Telefax:

  	
   

  	
  212/479-5803

  



 


 


PB CAPITAL CORPORATION


 


	
  Notices:

  	
   

  	
   

  
	
  590 Madison Avenue,
  30th Floor

  
	
  New York, New York

  
	
  Attention:

  	
   

  	
  Ms. Connie Pun

  
	
  Telephone:

  	
   

  	
  212/756-5626

  
	
  Telefax:

  	
   

  	
  212/756-5536

  
	
   

  	
   

  	
   

  
	
  Funding/Payments/Rate
  Options:

  
	
  Attention:

  	
   

  	
  Ms. Sharon Fong
  (Operations/Administration)

  
	
  Telephone:

  	
   

  	
  212/756-5503

  
	
  Telefax:

  	
   

  	
  212/756-5536

  



 


2

















 


KEYBANK NATIONAL ASSOCIATION


 


	
  Notices:

  	
   

  	
   

  
	
  575 Fifth Avenue, 38th
  Floor

  
	
  New York, New York
  10017

  
	
  Attention:

  	
   

  	
  Mr. Timothy J. Mertens

  
	
   

  	
   

  	
  Vice President

  
	
  Telephone:

  	
   

  	
  917/368-2390

  
	
  Telefax:

  	
   

  	
  917/368-2370

  
	
   

  	
   

  	
   

  
	
  1146 19th Street, N.W.,
  Suite 400

  
	
  Washington, District of
  Columbia

  
	
  Attention:

  	
   

  	
  Ms. Jennifer Dakin

  
	
  Telephone:

  	
   

  	
  202/452-4940

  
	
  Telefax:

  	
   

  	
  202/452-4925

  
	
   

  	
   

  	
   

  
	
  Funding/Payments/Rate
  Options:

  
	
  127 Public Square

  
	
  OH-01-27-0839

  
	
  Cleveland, Ohio 44114

  
	
  Attention:

  	
   

  	
  Mr. R. J. Quinn
  (Operations/Administration)

  
	
  Telephone:

  	
   

  	
  216/689-4343

  
	
  Telefax:

  	
   

  	
  216/689-4721

  



 


 


HSH NORDBANK AG, NEW YORK BRANCH


 


	
  Notices:

  	
   

  	
   

  
	
  Martensdamm 6

  
	
  24103 Kiel, Germany

  
	
  Attention:

  	
   

  	
  Ms. Heidrun Meyer

  
	
  Telephone:

  	
   

  	
  011-49-431-900-12364

  
	
  Telefax:

  	
   

  	
  011-49-431-900-34123

  
	
   

  	
   

  	
   

  
	
  Funding/Payments/Rate
  Options:

  
	
  590 Madison Avenue,
  28th Floor

  
	
  New York, New York
  10022

  
	
  Attention:

  	
   

  	
  Mr. Faustino Lugo
  (Operations/Administration)

  
	
   

  	
   

  	
  Ms. Madeleine Ricci
  (Operations/Administration)

  
	
  Telephone:

  	
   

  	
  212/407-6124 / 212/407-6123

  
	
  Telefax:

  	
   

  	
  212/407-6133

  



 


3

















 


EXHIBIT B


 


SCHEDULE 1.2


 


COMMITMENTS AND
COMMITMENT PERCENTAGES


 


 


	
  Financial Institution

  	
   

  	
  Commitment

  	
   

  	
  Commitment

  Percentage

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Wells
  Fargo Bank, National Association

  	
   

  	
  $

  	
  74,000,000

  	
   

  	
  37.0

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Commerzbank
  AG New York Branch

  	
   

  	
  34,000,000

  	
   

  	
  17.0

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Eurohypo
  AG, New York Branch

  	
   

  	
  29,000,000

  	
   

  	
  14.5

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  PB
  Capital Corporation

  	
   

  	
  24,000,000

  	
   

  	
  12.0

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  KeyBank
  National Association

  	
   

  	
  19,000,000

  	
   

  	
  9.5

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  HSH
  Nordbank AG, New York Branch

  	
   

  	
  20,000,000

  	
   

  	
  10.0

  	
  %

  
	
   

  	
   

  	
  $

  	
  200,000,000

  	
   

  	
  100.0

  	
  %