Form of Compliance Certificate
EXHIBIT P
Form of Unrestricted Subsidiary Purchase Procedure
EXHIBIT Q
Form of Unrestricted Subsidiary Assignment and Assumption Agreement
EXHIBIT R
Form of Notice of an Offer to Purchase
EXHIBIT S
Form of Transfer Authorizer Designation Form
EXHIBITS T-1 - T-4
Forms of U.S. Tax Compliance Certificates
iv
THIS AMENDED AND RESTATED CREDIT AGREEMENT (this "Agreement") dated as of
November 16, 2012 by and among SL GREEN REALTY CORP., a corporation formed under
the laws of the State of Maryland (the "Parent"), SL GREEN OPERATING PARTNERSHIP
L.P., a limited partnership formed under the laws of the State of Delaware
("SLGOP"), and RECKSON OPERATING PARTNERSHIP, L.P., a limited partnership formed
under the laws of the State of Delaware ("Reckson"; together with the Parent and
SLGOP, each individually a "Borrower" and collectively, the "Borrowers"), each
of the financial institutions initially a signatory hereto together with their
successors and assignees under Section 12.5. (the "Lenders"), WELLS FARGO BANK,
NATIONAL ASSOCIATION, as Administrative Agent (the "Administrative Agent"), with
WELLS FARGO SECURITIES, LLC, J.P. MORGAN SECURITIES LLC and DEUTSCHE BANK
SECURITIES INC., as the Lead Arrangers (the "Lead Arrangers"), WELLS FARGO
SECURITIES, LLC, J.P. MORGAN SECURITIES LLC and DEUTSCHE BANK SECURITIES, INC.,
as the Joint Bookrunners (the "Joint Bookrunners"), JPMORGAN CHASE BANK, N.A.,
as Syndication Agent (the "Syndication Agent"), DEUTSCHE BANK SECURITIES INC.,
BANK OF AMERICA, N.A., and CITIGROUP GLOBAL MARKETS INC., as the Documentation
Agents (the "Documentation Agents"), BARCLAYS CAPITAL, the investment banking
division of BARCLAYS BANK PLC, CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, GOLDMAN
SACHS BANK USA, MORGAN STANLEY BANK, N.A., and UBS SECURITIES LLC, as the Senior
Managing Agents (the "Senior Managing Agents"), PNC BANK NATIONAL ASSOCIATION,
U.S. BANK NATIONAL ASSOCIATION, and THE BANK OF NEW YORK MELLON, as the Managing
Agents (the "Managing Agents") and SCOTIABANC INC., TD BANK, N.A., AND UNION
BANK, N.A., as the Co-Agents (the "Co-Agents").
WHEREAS, certain of the Lenders and other financial institutions have made
available to the Borrowers a revolving credit facility in the amount of
$1,500,000,000, which includes a $250,000,000 letter of credit subfacility and a
$250,000,000 swingline subfacility, on the terms and conditions contained in
that certain Credit Agreement dated as of November 10, 2011 (as amended,
supplemented or otherwise modified and in effect immediately prior to the date
hereof, the "Existing Credit Agreement") by and among the Borrowers, such
Lenders, such other financial institutions, the Administrative Agent and the
other parties thereto; and
WHEREAS, the Administrative Agent, the Issuing Bank and the Lenders desire to
amend and restate the terms of the Existing Credit Agreement to make available
to the Borrowers a credit facility in the initial amount of $1,600,000,000,
which will include a $400,000,000 delayed-draw term loan facility and a
$1,200,000,000 revolving credit facility with a $200,000,000 swingline
subfacility and a $250,000,000 letter of credit subfacility, on the terms and
conditions contained herein.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged by the parties hereto, the parties hereto agree