2009 FOR THE 2007 CDO) UNTIL SUCH TIME AS
THE OBLIGATIONS ARE PAID IN FULL.
FOR AVOIDANCE OF DOUBT, DEDICATED CDO
SECURITIES CASH FLOW SHALL NOT INCLUDE THE REMAINING FIFTY PERCENT (50%) OF
PAYMENTS, WHICH THE OWNERS OF DEDICATED CDO SECURITIES SHALL CONTINUE TO BE
ENTITLED TO.
(V)
"DEDICATED CDO SECURITIES" MEANS THE CLASSES OF SECURITIES
REPRESENTING RIGHTS TO RECEIVE PAYMENTS FROM REAL ESTATE-RELATED DEBT
OBLIGATIONS MORE PARTICULARLY DESCRIBED IN SCHEDULE 1 ATTACHED HERETO.
(VI)
"DEFAULT INTEREST" HAS THE MEANING GIVEN IN SECTION 3(B).
(VII)
"INSTRUCTION LETTERS" MEANS IRREVOCABLE INSTRUCTIONS IN
SUBSTANTIALLY THE FORM ATTACHED AS EXHIBIT A TO THIS COMPROMISE AGREEMENT,
DIRECTING THE TRUSTEE (OR SUCCESSOR TRUSTEE) WITH RESPECT TO EACH OF THE
DEDICATED CDO SECURITIES TO PAY ALL DEDICATED CDO SECURITIES CASH FLOW ARISING
THEREFROM TO AN ACCOUNT MAINTAINED BY THE AGENT FOR ITS BENEFIT AND THE PRO RATA
BENEFIT OF THE BANKS IN ACCORDANCE WITH THE TERMS OF SUCH IRREVOCABLE
INSTRUCTION LETTER.
(VIII)
"OBLIGORS" MEANS THE BORROWER AND THE GUARANTORS.
(IX)
"OUTSTANDING LETTER OF CREDIT" MEANS THAT CERTAIN LETTER OF
CREDIT AS DEFINED IN SECTION 2(B) HEREIN.
2
(X)
"OWNER OF DEDICATED CDO SECURITIES" MEAN EACH OF THE ENTITIES
IDENTIFIED ON SCHEDULE 1 HERETO AS THE OWNER OF THE DEDICATED CDO SECURITIES
IDENTIFIED THEREON.
(XI)
"PRE-EXISTING OBLIGATIONS" SHALL HAVE THE MEANING ASCRIBED TO
SUCH TERM IN SECTION 2(B) HEREIN.
(XII)
"REDUCED PRINCIPAL BALANCE" MEANS $15,000,000 AS OF THE EFFECTIVE
DATE, AS SUCH AMOUNT MAY BE REDUCED FROM TIME TO TIME BY PAYMENTS FROM THE
DEDICATED CDO SECURITIES CASH FLOW.
(XIII)
"SL GREEN" MEANS SL GREEN REALTY CORP., A MARYLAND CORPORATION.
(XIV)
"TRANSACTION DOCUMENTS" MEANS THIS COMPROMISE AGREEMENT AND THE
INSTRUCTION LETTERS.
(C)
CAPITALIZED TERMS USED HEREIN AND NOT
OTHERWISE DEFINED SHALL HAVE THE MEANINGS PROVIDED FOR IN THE CREDIT AGREEMENT.
DEFINITIONS NO LONGER USED IN THIS AMENDMENT OR THE CREDIT AGREEMENT AS AMENDED
HEREBY SHALL BE DEEMED DELETED.
2.
COMPROMISE; SETTLEMENT AND FORGIVENESS
OF DEBT.
(A)
AFFIRMATION OF LOANS, ETC.
THE OBLIGORS,
THE AGENT AND THE BANKS ACKNOWLEDGE AND AGREE THAT PRIOR TO THE CONSUMMATION OF
THE TRANSACTIONS SET FORTH HEREIN THE FOLLOWING OBLIGATIONS ARE IN EXISTENCE
(COLLECTIVELY REFERRED TO HEREIN AS THE "PRE-EXISTING OBLIGATIONS"):
(I)
THE OUTSTANDING UNPAID AMOUNT OF THE LOANS IS $172,576,404.12 AS
OF MARCH 26, 2009, WHICH IS COMPRISED OF A PRINCIPAL BALANCE OF $172,301,129.39
AND ACCRUED AND UNPAID INTEREST AND FEES OF $275,274.73;
(II)
NO SWING LOANS ARE OUTSTANDING; AND
(III)
ONE LETTER OF CREDIT (THE "OUTSTANDING LETTER OF CREDIT") HAS
BEEN ISSUED BY THE AGENT AS THE ISSUING LENDER IN THE UNDRAWN FACE AMOUNT (AS OF
THE EFFECTIVE DATE) OF $2,000,000.
(B)
COMPROMISE OF PRE-EXISTING OBLIGATIONS.
IN
FULL AND FINAL SATISFACTION OF THE PRE-EXISTING OBLIGATIONS AND SUBJECT TO THE
TERMS AND CONDITIONS SET FORTH IN THIS AMENDMENT, THE OBLIGORS, THE BANKS AND
THE AGENT HEREBY AGREE TO THE FOLLOWING SETTLEMENT AND COMPROMISE OF THE
PRE-EXISTING OBLIGATIONS:
(I)
BORROWER'S PAYMENT TO THE AGENT (FOR THE RATABLE BENEFIT OF THE
BANKS) OF $45,000,000.00 IN CASH ON THE EFFECTIVE DATE; PLUS
3