Exhibit 10.19


 


FIRST AMENDMENT TO AMENDED AND RESTATED

REVOLVING CREDIT  AND GUARANTY AGREEMENT


 


THIS  FIRST AMENDMENT TO AMENDED AND RESTATED
REVOLVING CREDIT  AND GUARANTY AGREEMENT
(“First Amendment”), dated as of December 16, 2003, is entered into by and
among (i) SL GREEN OPERATING PARTNERSHIP, L.P., a Delaware limited partnership
(the “Borrower”), (ii) SL GREEN REALTY CORP., a Maryland corporation (the
“Company”, and a “Guarantor”, as such term is defined herein), (iii) each of
the direct and indirect Subsidiaries of the Borrower or the Company that is a
signatory hereto under the caption “Guarantors” on the signature pages hereto
as a “Guarantor”, (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”), 
and (v) FLEET NATIONAL BANK,  a
national banking association, as administrative agent for the Lenders hereunder
(in such capacity, the “Agent”).


 


RECITALS


 


A.                                   The
Company, the Borrower, the other Guarantors, the Lenders, and the Agent are
parties to a certain Amended and Restated Revolving Credit and Guaranty
Agreement, dated as of March 17, 2003 (as it may be further amended, modified
or supplemented from time to time the “Credit Agreement”), pursuant to
which the Lenders have agreed to make available to the Borrower revolving loans
in an aggregate amount not to exceed $300,000,000.


 


B.                                     The
Borrower and the Company have requested that the Lenders agree to certain
amendments of the Credit Agreement.


 


C.                                     The
Required Lenders are willing to amend the Credit Agreement, subject to the
terms and conditions of this First Amendment.


 


NOW,
THEREFORE, for valuable consideration, the receipt and adequacy of which are
hereby acknowledged, the parties hereto hereby agree as follows:


 


1.                                       Defined
Terms.  Unless otherwise defined
herein, capitalized terms used herein shall have the meanings, if any, assigned
to them in the Credit Agreement.


 


2.                                       Amendments
to §1.1 of Credit
Agreement.


 


(i) §1.1 of the Credit Agreement shall be amended by deleting the
definition of “Unconsolidated Entity” in its entirety and replacing it
with the following:


 


“Unconsolidated Entity.  As of any date, any Person, other than a
Wholly Owned Subsidiary, in whom the Borrower, the Company or any Related
Company holds an Investment, regardless of whether the financial results of
such Person would or would not be consolidated under Generally Accepted
Accounting Principles with


 

















 


the financial statements
of the Borrower, if such statements were prepared as of such date.
Unconsolidated Entities existing on the date hereof are set forth in Schedule
1.3.”


 


(ii)                                  §1.1 of the Credit Agreement shall be further amended by inserting
the following additional defined terms in their respective alphabetical order:


 


(a)                                  “As-Is
Value.  For any Real Estate Asset
set forth on Schedule 8.2(h) (as such Schedule shall be amended or
supplemented from time to time), the “as-is” value of such Real Estate Asset as
determined by an appraisal conducted by a Member of the Appraisal Institute
(“MAI”) compliant with the Financial Institutions Reform, Recovery and
Enforcement Act of 1989 (“FIRREA”) supplied by Borrower which is less than one
year old from the date of such determination and which is acceptable to the
Agent and the Borrower; provided, however, that for any Real Estate Asset for
which no such appraisal is available, “As-Is Value” shall be the value
determined by dividing the Adjusted Net Operating Income for the immediately
preceding fiscal quarter, annualized, for such Real Estate Asset by the
capitalization rate (which shall in no event exceed 9.0%) set forth for such
Real Estate Asset on Schedule 8.2(h) (as such Schedule shall be amended
or supplemented from time to time).”


 


(b)                               “1221
Avenue of the Americas Investment. 
An Investment in less than all 
of the economic and beneficial ownership interests in the 1221 Avenue of
the Americas Owner.


 


(c)                                “1221
Avenue of the Americas Investment Party. 
Any Affiliate of Borrower which directly or indirectly owns or controls
the 1221 Avenue of the Americas Investment, provided that if Borrower directly
owns or controls the 1221 Avenue of the Americas Investment, Borrower shall be
the 1221 Avenue of the Americas Investment Party.


 


(d)                                 “1221
Avenue of the Americas Investment Period. 
Any period of time during which the 1221 Avenue of the Americas
Investment Party owns or controls the 1221 Avenue of the Americas Investment.


 


(e)                                  “1221
Avenue of the Americas Owner. Rock-McGraw, Inc., a New York corporation
(“Rock-McGraw”), the fee owner of the premises located at 1221 Avenue of the
Americas, New York, New York as of December 16, 2003, or any successor to
Rock-McGraw as fee owner of the premises located at 1221 Avenue of the
Americas, New York, New York.


 


(f)                                    “Wholly
Owned Subsidiary. As to any Person, a Subsidiary of such Person all of the
outstanding ownership interests of which Subsidiary (other than directors’
qualifying shares) shall at the time be owned by such Person or by one or more
Wholly Owned Subsidiaries of such Person.”


 


2

















 


3.                                       Additional
Amendments to Credit Agreement.


 


(i)
§8.2(h) of the
Credit Agreement is amended by deleting the next to last paragraph of such
Section in its entirety  and replacing
it with the following:


 


“ Notwithstanding
the foregoing to the contrary, if, but only for so long as either (x) all
Indebtedness of the Unconsolidated Entities does not exceed seventy-two percent
(72%) of the aggregate dollar amount of the As-Is Values for all Real Estate
Assets of such Unconsolidated Entities or (y) Structured Finance Investments do
not exceed twelve percent (12%) of Total Assets, then


 


(i) the Permitted
Investments Cap shall increase from twenty-five percent (25%) of Total Assets to
(A) during the 1221 Avenue of the Americas Investment Period, thirty-nine
percent (39%) of Total Assets, and (B) during all other periods, thirty percent
(30%) of Total Assets; and


 


(ii) the Maximum
Percentage of Total Assets in respect of Unconsolidated Entities (as described
above) shall increase from twenty percent (20%) to (A) during the 1221 Avenue
of the Americas Investment Period, thirty percent (30%), and (B) during all
other periods, twenty-five percent (25%).”


 


(ii)  §9.4 of the
Credit Agreement is amended by deleting subsection (ii) in its entirety  and replacing it with the following:


 


“(ii)  The Borrower and the Company will not at any
time permit the outstanding balance of Secured Recourse Indebtedness to
exceed  (x) during the 1221 Avenue of
the Americas Investment Period, twelve percent (12%) of Total Assets, or (y)
during all other periods, ten percent (10%) of Total Assets.”


 


(iii)  §9 of the Credit Agreement is amended by inserting therein a
new §9.9, as follows:


 


“§9.9. 
Indebtedness of the 1221 Avenue of the Americas Investment Party.  (i) 
During the 1221 Avenue of the Americas Investment Period, Indebtedness
of the 1221 Avenue of the Americas Owner will not at any time exceed
twenty-five percent (25%) of the aggregate Adjusted Net Operating Income for
the immediately preceding fiscal quarter, annualized, for the Real Estate Asset
constituting the premises located at 1221 Avenue of the Americas, New York, New
York, divided by eight percent (8%).


 


(ii) During the 1221
Avenue of the Americas Investment Period, the aggregate Indebtedness of the
Unconsolidated Entities will not at any time exceed seventy-two percent (72%)
of the aggregate dollar amount of the As-Is Values for all Real Estate Assets
of such Unconsolidated Entities as of such time.”


 


3

















 


(iv)
§9.9 of the
Credit Agreement is amended (x) by renumbering such section as §9.10and
(y) by deleting therefrom the term “§9.8” in each
instance it appears and inserting in lieu thereof the term “§9.9”.


 


(v)
The Credit Agreement is further amended by adding thereto a Schedule 8.2(h),
in the form and substance set forth on Annex A attached hereto.


 


4.                                       Agreements
of Guarantors.  Each of the
Guarantors


 


(i)                                     acknowledges
and consents to the execution, delivery and performance by Borrower and the
Company of this First Amendment; and


 


(ii)                                  reaffirms
and agrees that the respective Guaranty to which such Guarantor is party under
the Credit Agreement and all other Loan Documents executed and delivered by such
Guarantor to the Agent and the Lenders in connection with the Credit Agreement
are in full force and effect, without defense, offset or counterclaim and will
so continue.


 


5.                                       Representations
and Warranties.  Borrower and each
of the Guarantors hereby jointly and severally represent and warrant to the
Agent and the Lenders as follows:


 


(a)                                  No
Default or Event of Default has occurred and is continuing, and each of the
representations and warranties set forth in the Credit Agreement and the other
Loan Documents is true and correct as of the date of this First Amendment as if
made of this First Amendment (except (i) to the extent of changes resulting
from transactions contemplated or permitted by the Credit Agreement and the
other Loan Documents, (ii) to the extent of changes occurring in the ordinary
course of business that singly or in the aggregate are not materially adverse,
and (iii) to the extent that such representations and warranties relate
expressly to an earlier date).


 


(b)                                 The
execution, delivery and performance by Borrower and the Guarantors of this
First Amendment is (i) within their respective power and authority, (ii) has
been duly authorized by all necessary corporate and other action, (iii) do not
and will not require any registration with, consent or approval of, notice to
or action by any Person (including any Governmental Authority) in order to be
effective and enforceable, (iv) do not conflict with or result in any breach or
contravention of any provision of law, statute, rule or regulation to which
such Borrower or Guarantor is subject or any judgment, order, writ, injunction,
license or permit applicable to the Borrower or Guarantors, and (v) do not
conflict with any provision of the Borrower’s or Guarantors’ partnership
agreement, charter documents or bylaws, 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 such Borrower or Guarantor or
to which any of such Borrower’s or Guarantor’s properties are subject.  This First Amendment and the Credit
Agreement, as amended by this First Amendment, each constitute the legal, valid
and binding obligation of Borrower and each of the Guarantors which are parties
thereto, respectively, enforceable against them in accordance with their
respective terms, without defense, counterclaim or offset.


 


4

















 


(c)                                  Except
as certified to the Agent by a secretary of the Borrower or the Company, none
of the Organization Documents of Borrower and each of the Guarantors has been
amended or modified since March 17, 2003.


 


(d)                                 Each
of Borrower and each of the Guarantors is entering into this First Amendment on
the basis of its own investigation and for its own reasons, without reliance
upon the Agent, the Lenders, any of their respective Affiliates or any other
Person and hereby acknowledges and agrees that it is not aware (i) of any claim
or cause of action against the Agent, any Lender or any of their respective
Affiliates, directors, officers, agents or employees, arising from or in
connection with the Loan Documents or otherwise and (ii) that there are any
claims, demands, offsets or defenses at law or in equity that would defeat or
diminish the rights and remedies of Agent or the Lenders under the Loan
Documents.


 


6.                                       Effective
Date.  This First Amendment will
become effective as of December 16, 2003 
provided that each of the following conditions precedent is satisfied
before the close of business on such date (the “Effective Date”):


 


(a)                                  The
Agent shall have received from Borrower, each of the Guarantors and each of the
Required Lenders a duly executed original (or, if elected by the Agent, an
executed facsimile copy) of this First Amendment by no later than 9:00 AM (New
York time) on  December 16, 2003.


 


(b)                                 The
Agent shall have received from Borrower and each of the Guarantors a copy of a
resolution passed by the board of directors of such corporation (or other
evidence satisfactory to the Agent in the case of such a Person which is not a
corporation), certified by the secretary or an Assistant Secretary of such
corporation (or such other Person satisfactory to the Agent in the case of such
a Person which is not a corporation) as being in full force and effect on the
date hereof, authorizing the execution, delivery and performance of this First
Amendment.


 


(c)                                  The
Agent shall have received from the Company a certificate of a Responsible
Officer of each of Borrower and the Company dated as of the Effective Date stating
that all representations and warranties contained herein are true and correct
on and as of the Effective Date as though made on and as of such date.


 


(d)                                 The
Agent shall have received an opinion of counsel to the Borrowers and the
Guarantors in form and substance satisfactory to the Agent;


 


(e)                                  Borrower
or the Company shall have paid (i) the expenses of the Agent, including its
attorneys’ reasonable fees and disbursements, and (ii) to the Agent for the
benefit of the Lenders, an amendment fee equal to .15% of the Total Commitment
as of the Effective Date.


 


For purposes of determining
compliance with the conditions specified in this Section 6, each Lender that
has executed the First Amendment shall be deemed to have consented to, approved
or accepted, or to be satisfied with, each document or other matter either
sent, or made available for inspection, by the Agent to such Lender for
consent, approval, acceptance or satisfaction, or required hereunder to be
consented to or approved by or acceptable or satisfactory to such Lender.


 


5

















 


7.                                       Miscellaneous.


 


Except as herein expressly amended, all terms,
covenants and provisions of the Credit Agreement are and shall remain in full
force and effect and all references therein to the Credit Agreement shall
henceforth refer to the Credit Agreement as amended by this First
Amendment.  This First Amendment shall
be deemed to be a “Loan Document” for all purposes of the Credit Agreement and
all other Loan Documents.


 


(b)                                 This
First Amendment shall be binding upon and inure to the benefit of the parties
hereto and thereto and their respective successors and assigns.  No third party beneficiaries are intended in
connection with this First Amendment.


 


(c)                                  THIS
FIRST AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW
OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED
ENTIRELY WITHIN SUCH STATE; PROVIDED THAT THE AGENT AND EACH LENDER
SHALL RETAIN ALL RIGHTS ARISING UNDER FEDERAL LAW.


 


(d)                                 This
First Amendment may be executed in any number of counterparts, each of which
shall be deemed an original, but all such counterparts together shall
constitute but one and the same instrument. 
Each of the parties hereto understands and agrees that this document
(and any other document required herein) may be delivered by any party thereto
either in the form of an executed original or an executed original sent by
facsimile transmission to be followed promptly by mailing of a hard copy
original, and that receipt by the Agent of a facsimile transmitted document
purportedly bearing the signature of a party hereto shall bind such party with
the same force and effect as the delivery of a hard copy original.  Any failure by the Agent to receive the hard
copy executed original of such document shall not diminish the binding effect
of receipt of the facsimile transmitted executed original of such document of
the party whose hard copy page was not received by the Agent.


 


(e)                                  This
First Amendment, together with the Credit Agreement, contains the entire and
exclusive agreement of the parties hereto with reference to the matters
discussed herein and therein.  This
First Amendment supersedes all prior drafts and communications with respect
thereto.  This First Amendment may not
be amended except in accordance with the provisions of §26 of the Credit Agreement.


 


(f)                                    If
any term or provision of this First Amendment shall be deemed prohibited by or
invalid under any applicable law, such provision shall be invalidated without
affecting the remaining provisions of this First Amendment or the Credit
Agreement, respectively.


 


(g)                                 Neither
Borrower nor any Guarantor shall include any reference (written or oral) to the
Agent, any Lender or any Loan Document in any public statement, disclosure,
filing or press release unless the inclusion of such reference is required by
applicable Law (in the reasonable opinion of the Company and its counsel).  To the extent any such reference is made
none of the Agent or any Lender shall be deemed to have approved, consented to
or otherwise


 


6

















 


authorized the same, unless such approval, consent or
authorization shall be in writing executed by the Agent and each Lender
referred to therein.


 


(h)                                 The
Company covenants to pay to or reimburse the Agent, upon demand, for (i) all
reasonable costs and expenses (including reasonable attorneys’ fees) incurred
in connection with the development, preparation, negotiation, execution and
delivery of this First Amendment, and (ii) any and all other accrued but unpaid
amounts due and owing in accordance with §15
of the Credit Agreement.


 


7

















 


IN WITNESS WHEREOF, the
parties hereto have caused this First Amendment to be duly executed in the City
of New York, New York and the other parties hereto have caused this First
Amendment to be duly executed, each as of the date first above written


 


	
   

  	
  BORROWER:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  SL GREEN OPERATING
  PARTNERSHIP, L.P.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  SL GREEN REALTY CORP., its general partner

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  Title:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  GUARANTOR:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  SL GREEN REALTY CORP., a Maryland

  corporation

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  Title:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  GUARANTOR:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  NEW GREEN 1140 REALTY LLC, a New York

  limited liability company

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  SL Green Operating Partnership, L.P.,

  	
   

  
	
   

  	
   

  	
  a Delaware limited partnership, its manager

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  SL Green Realty Corp.,

  a Maryland corporation, its general partner

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Title:

  	
   

  
										



 

















 


	
   

  	
  GUARANTOR:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  SLG 17 BATTERY LLC,

  a New York limited liability company

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  SL Green Operating Partnership, L.P.,

  
	
   

  	
   

  	
  a Delaware limited partnership, its manager

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  SL Green Realty Corp.,

  a Maryland corporation, its general

  partner

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  GUARANTOR:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  SL GREEN MANAGEMENT LLC,

  a Delaware limited liability company

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  SL Green Operating Partnership, L.P.,

  a Delaware limited partnership, its manager

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  SL Green Realty Corp.,

  
	
   

  	
   

  	
   

  	
  a Maryland corporation, its general partner

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
   

  	
   

  	
  Title:

  
						



 


B-2

















 


	
   

  	
  GUARANTOR:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  SLG IRP REALTY LLC,

  a New York limited liability company

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  SL Green Operating Partnership, L.P.,

  a Delaware limited partnership, its manager

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  SL Green Realty Corp.,

  
	
   

  	
   

  	
   

  	
  a Maryland corporation, its general

  partner

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  GUARANTOR:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  GREEN 286 MADISON LLC,

  a New York limited liability company

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  SL Green Operating Partnership, L.P.,

  a Delaware limited partnership, its manager

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  SL Green Realty Corp.,

  
	
   

  	
   

  	
   

  	
  a Maryland corporation, its general

  partner

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
   

  	
   

  	
  Title:

  



 


B-3

















 


	
   

  	
  GUARANTOR:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  GREEN 1370 BROADWAY LLC,

  a New York limited liability company

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  SL Green Operating Partnership, L.P.,

  a Delaware limited partnership, its manager

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  SL Green Realty Corp.,

  
	
   

  	
   

  	
   

  	
  a Maryland corporation, its general

  partner

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  GUARANTOR:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  GREEN 292 MADISON LLC,

  a New York limited liability company

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  SL Green Operating Partnership, L.P.,

  a Delaware limited partnership, its manager

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  SL Green Realty Corp.,

  
	
   

  	
   

  	
   

  	
  a Maryland corporation, its general

  partner

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
   

  	
   

  	
  Title:

  
						



 


B-4

















 


	 
	
   

  	
  GUARANTOR:

  
	 
	
   

  	
   

  	
   

  
	 
	
   

  	
  GREEN 110 EAST 42nd LLC,

  a Delaware limited liability company

  
	 
	
   

  	
   

  	
   

  
	 
	
   

  	
   

  	
   

  
	 
	
   

  	
  By:

  	
  SL Green Operating Partnership, L.P.,

  
	 
	
   

  	
   

  	
  a Delaware limited partnership, its sole

  member

  
	 
	
   

  	
   

  	
   

  
	 
	
   

  	
   

  	
  By

  	
   

  
	 
	
   

  	
   

  	
   

  	
  Name:

  
	 
	
   

  	
   

  	
   

  	
  Title:

  
	 
	
   

  	
   

  
	 
	
   

  	
  GUARANTOR:

  
	 
	
   

  	
   

  	
   

  
	 
	
   

  	
  GREEN 1372 BROADWAY LLC,

  a Delaware limited liability company

  
	 
	
   

  	
   

  	
   

  
	 
	
   

  	
  By:

  	
  SL Green Operating Partnership, L.P.,

  
	 
	
   

  	
   

  	
  a Delaware limited partnership, its sole

  member

  
	 
	
   

  	
   

  	
   

  
	 
	
   

  	
   

  	
  By

  	
   

  
	 
	
   

  	
   

  	
   

  	
  Name:

  
	 
	
   

  	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
  GUARANTOR:

  
	
   

  	
   

  	
   

  
	
   

  	
  GREEN 1466 BROADWAY LLC,

  a Delaware limited liability company

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  SL Green Operating Partnership, L.P.,

  
	
   

  	
   

  	
  a Delaware limited partnership, its sole

  member

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
   

  	
  Title:

  
						



 


B-5

















 


	
   

  	
  GUARANTOR:

  
	
   

  	
   

  	
   

  
	
   

  	
  GREEN 440 NINTH LLC,

  a Delaware limited liability company

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  SL Green Operating Partnership, L.P.,

  
	
   

  	
   

  	
  a Delaware limited partnership, its sole

  member

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  GUARANTOR:

  
	
   

  	
   

  	
   

  
	
   

  	
  GREEN 470 PAS LLC,

  a Delaware limited liability company

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  SL Green Operating Partnership, L.P.,

  
	
   

  	
   

  	
  a Delaware limited partnership, its sole

  member

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
   

  	
  Title:

  
					



 


B-6

















 


	
   

  	
   

  	
   

  	
  AGENT:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  FLEET NATIONAL BANK

  	
   

  
	
   

  	
   

  	
   

  	
  As
  Administrative Agent

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  LENDER:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  FLEET NATIONAL BANK

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Title:

  	
   

  



 


B-7

















 


	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  LENDER:

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  BANK LEUMI USA

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Title:

  
									



 


B-8

















 


	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  LENDER:

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  THE BANK OF NEW YORK

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Title:

  



 


B-9

















 


	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  LENDER:

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  CITICORP NORTH AMERICA,
  INC.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Title:

  



 


B-10

















 


	
   

  	
  LENDER:

  
	
   

  	
   

  	
   

  
	
   

  	
  COMERICA BANK

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


B-11

















 


	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  LENDER:

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  COMMERZBANK AG, NEW
  YORK BRANCH

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Title:

  



 


B-12

















 


	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  LENDER:

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  DEUTSCHE BANK TRUST
  COMPANY

  AMERICAS

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Title:

  



 


B-13

















 


	
   

  	
  LENDER:

  
	
   

  	
   

  	
   

  
	
   

  	
  EUROHYPO AG, NEW YORK BRANCH

  
	
   

  	
   

  	
   

  
	
   

  	
  By

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


B-14

















 


	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  LENDER:

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  KEYBANK NATIONAL
  ASSOCIATION

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Title:

  



 


B-15

















 


	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  LENDER:

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  HSH-NORDBANK AG, NEW YORK BRANCH

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Title:

  
									



 


B-16

















 


	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  LENDER:

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  PNC BANK, NATIONAL
  ASSOCIATION

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Title:

  



 


B-17

















 


	
   

  	
   

  	
   

  	
  LENDER:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  WACHOVIA BANK NATIONAL
  ASSOCIATION

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
   

  	
   

  	
  Title:

  



 


B-18

















 


	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  LENDER:

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  WELLS FARGO BANK,
  NATIONAL

  ASSOCIATION

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Title:

  



 


B-19

















 


ANNEX A


 


Schedule 8.2(h)


 


	
  Unconsolidated
  Real Estate Asset

  	
   

  	
  Valuation
  Cap Rate

  	
   

  
	
  180 Madison Ave.

  	
   

  	
  9

  	
  %

  
	
  1250 Broadway

  	
   

  	
  9

  	
  %

  
	
  1515 Broadway

  	
   

  	
  8.5

  	
  %

  
	
  321 W. 44th St.

  	
   

  	
  9

  	
  %

  
	
  1 Park Ave.

  	
   

  	
  9

  	
  %

  
	
  100 Park Ave.

  	
   

  	
  8.5

  	
  %

  
	
  1221 Ave. of the Americas

  	
   

  	
  8

  	
  %