0001104659-04-007465 Sample Contracts

EMPLOYMENT AND NONCOMPETITION AGREEMENT
Employment and Noncompetition Agreement • March 15th, 2004 • Sl Green Realty Corp • Real estate investment trusts • New York

This EMPLOYMENT AND NONCOMPETITION AGREEMENT (“Agreement”) is made as of the 1st day of January, 2004 between Marc Holliday (“Executive”) and SL Green Realty Corp., a Maryland corporation with its principal place of business at 420 Lexington Avenue, New York, New York 10170 (the “Employer”), and amends in its entirety and (subject to Section 3(i)) completely restates that certain employment agreement between Executive and the Employer dated as of January 1, 2001.

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SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT
Credit and Guaranty Agreement • March 15th, 2004 • Sl Green Realty Corp • Real estate investment trusts • New York

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 sig

AMENDED AND RESTATED REVOLVING SECURED CREDIT AND GUARANTY AGREEMENT among SL GREEN OPERATING PARTNERSHIP, L. P., As Borrower, SL GREEN REALTY CORP. AND ITS SUBSIDIARIES PARTY HERETO, As Guarantors, THE LENDERS PARTY HERETO, As Lenders, FLEET NATIONAL...
Revolving Secured Credit and Guaranty Agreement • March 15th, 2004 • Sl Green Realty Corp • Real estate investment trusts

This AMENDED AND RESTATED REVOLVING SECURED CREDIT AND GUARANTY AGREEMENT is made as of the 16th day of December, 2003, 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 or from time to time hereafter as a “Guarantor”, (iv) each of the financial institutions that is a signatory hereto under the caption “Lenders” on the signature pages hereto or that, pursuant to §19 hereof, shall become a “Lender” (individually, a “Lender” and, collectively, the “Lenders”), (v) FLEET NATIONAL BANK, a national banking association, as administrative agent for the Lenders hereunder and as collateral agent for the Secured Parties under the Collateral Documents (in such

INTERIM EMPLOYMENT AGREEMENT
Interim Employment Agreement • March 15th, 2004 • Sl Green Realty Corp • Real estate investment trusts • New York

INTERIM EMPLOYMENT AGREEMENT dated February 3, 2004, made by and between Thomas E. Wirth (the “Executive”) and SL Green Realty Corp., a Maryland corporation with its principal place of business at 420 Lexington Avenue, New York, New York 10170 (the “Company”).

Third Amendment to the First Amended and Restated Agreement of Limited Partnership of SL Green Operating Limited Partnership, L.P.
Sl Green Realty Corp • March 15th, 2004 • Real estate investment trusts • Delaware

This Amendment is made as of December 12, 2003 by SL Green Realty Corp., a Maryland corporation, as managing general partner (the “Company” or the “Managing General Partner”) of SL Green Operating Limited Partnership, L.P., a Delaware limited partnership (the “Partnership”), and as attorney-in-fact for the Persons named on Exhibit A to the First Amended and Restated Agreement of Limited Partnership of SL Green Operating Limited Partnership, dated as of August 20, 1997, as amended from time to time, (the “Partnership Agreement”) for the purpose of amending the Partnership Agreement. Capitalized terms used herein and not defined shall have the meanings given to them in the Partnership Agreement.

FIRST AMENDMENT TO AMENDED AND RESTATED REVOLVING CREDIT AND GUARANTY AGREEMENT
Credit and Guaranty Agreement • March 15th, 2004 • Sl Green Realty Corp • Real estate investment trusts • New York

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”).

SEPARATION AGREEMENT
Separation Agreement • March 15th, 2004 • Sl Green Realty Corp • Real estate investment trusts • New York

SEPARATION AGREEMENT dated February 3, 2004, made by and between Michael W. Reid (the “Executive”) and SL Green Realty Corp., a Maryland corporation with its principal place of business at 420 Lexington Avenue, New York, New York 10170 (the “Company”).

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