Exhibit 10.25


 


SECOND AMENDMENT TO AMENDED AND

RESTATED CREDIT AND GUARANTY AGREEMENT


 


This SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT
AND GUARANTY AGREEMENT (this “Amendment”) is made as of the 16th day of
December, 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”) and (v) WELLS FARGO BANK, NATIONAL ASSOCIATION, a
national banking association, as administrative agent for the Lenders hereunder
(in such capacity, “Agent”), 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 signatory thereto, the Lenders signatory
thereto, Agent and others, as amended by First Amendment To Amended and
Restated Credit and Guaranty Agreement dated as of June 5, 2003 by and among
Borrower, the Company, Guarantors signatory thereto, the Lenders, Agent and
others (collectively, and as may be further 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


 


A.    Under the terms of the Credit Agreement, the Lenders are to
provide to Borrower an unsecured term loan facility in the maximum amount of
$200,000,000 (the “Facility”).


 


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


 


C.    The Requisite Lenders are willing to amend the Credit Agreement,
subject to the terms and conditions of this 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:


 


“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 a FIRREA compliant MAI appraisal 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 the date hereof, 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, or (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%), or (B) during all
other periods, twenty-five percent (25%).”


 


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


 


“(b)         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.”


 


(iv)          § 9.9 of the Credit Agreement (as in effect
immediately prior to this Amendment becoming effective) is amended (x) by
renumbering such section as


 


3

















 


§ 9.10 and (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.


 


(vi)          In connection with the foregoing
amendments, Schedule I to the Compliance Certificate will, in addition to the
items currently set forth therein, set forth the financial data, computations
and other matters required to establish compliance with the provisions of
§ 9.9.


 


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 Amendment; and


 


(ii)           reaffirms
and agrees that the respective Guaranty as 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.


 


(b)           The execution,
delivery and performance by Borrower and the Guarantors of this Amendment has
been duly authorized by all necessary corporate and other action and 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.  This
Amendment and the Credit Agreement 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.


 


(c)           None of the
organizational documents, including, but not limited to, partnership
agreements, operating agreements, limited liability company agreements and by-laws,
of (1) Borrower and each of the Guarantors (other than Green 317 Madison LLC
(“Green 317”)) has been amended or modified since March 17, 2003, except
that (i) the Articles of Incorporation of the Company have been supplemented by
Articles Supplementary Establishing And Fixing The Rights and Preferences Of A
Series Of Shares Of Preferred Stock dated December 9, 2003 (the “Articles
Supplementary”) and (ii) the partnership agreement of Borrower has been amended
by Third Amendment to the First Amended and Restated Agreement of Limited
Partnership of Borrower dated


 


4

















 


December 12, 2003 (the “Third Amendment”) and (2) Green 317 has
been amended or modified since September 23, 2003.


 


(d)           Borrower and each of
the Guarantors are entering into this 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
acknowledge and agree that they are 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.


 


(e)           The list of
Unconsolidated Entities set forth on Schedule 1.3 of the Credit Agreement is
true, correct and complete as of the date hereof.


 


6.             Effective
Date.  This 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 has
received from Borrower, each of the Guarantors and each of the Requisite
Lenders a duly executed original (or, if elected by the Agent, an executed
facsimile copy) of this Amendment by no later than 9:00 AM (New York time) on  December 16, 2003.


 


(b)           The Agent has
received from (i) 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
Amendment and (ii) a certificate from the secretary of the Company certifying
that attached to such certificate are true, correct and accurate copies of the
Articles Supplementary and the Third 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


 


5

















 


Agent for the
benefit of the Lenders, the 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 thereunder to be consented to or approved by or acceptable or
satisfactory to such Lender.


 


7.             Miscellaneous.


 


(a)           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 such Credit Agreement shall henceforth refer to the Credit Agreement
as amended by this Amendment.  This
Amendment shall be deemed to be a “Loan Document” for all purposes of the
Credit Agreement and all other Loan Documents.


 


(b)           This
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 Amendment.


 


(c)           THIS 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
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
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
Amendment supersedes all prior drafts and communications with respect
thereto.  This Amendment may not be
amended except in accordance with the provisions of § 26 of the Credit Agreement.


 


6

















 


(f)            If any term or
provision of this Amendment shall be deemed prohibited by or invalid under any
applicable law, such provision shall be invalidated without affecting the
remaining provisions of this 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 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 Amendment, and (ii) any and all other accrued but unpaid
amounts due and owing in accordance with § 15 of the Credit Agreement.


 


[Remainder of page intentionally left blank]


 


7

















 


IN WITNESS
WHEREOF, the parties hereto have caused this Amendment to be duly executed in
the City of New York, New York and the other parties hereto have caused this
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:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  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:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  GUARANTOR:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  GREEN 317 MADISON 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:

  
						



 

















 


	
   

  	
  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:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  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:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  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:

  



 

















 


	
   

  	
  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:

  



 


 

















 


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

  	
  %