0001104659-05-011116 Sample Contracts

MANAGEMENT AGREEMENT
Management Agreement • March 15th, 2005 • Sl Green Realty Corp • Real estate investment trusts • New York

THIS MANAGEMENT AGREEMENT is made as of August 2, 2004 (this “Agreement”) by and between Gramercy Capital Corp., a Maryland corporation (the “Parent”), GKK Capital LP, a Maryland limited partnership (the “Operating Partnership” and with the Parent, collectively the “Company”), and GKK Manager LLC, a Delaware limited liability company (the “Manager”).

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ORIGINATION AGREEMENT
Origination Agreement • March 15th, 2005 • Sl Green Realty Corp • Real estate investment trusts • New York

THIS ORIGINATION AGREEMENT (this “Agreement”), dated as of August 2, 2004, is made by and between Gramercy Capital Corp., a Maryland corporation (the “Parent”), and SL Green Operating Partnership, L.P., a Maryland limited partnership (“SL Green OP” and, with its parent SL Green Realty Corp. and subsidiaries and other entities controlled by either of them, “SL Green”).

ASSET SERVICING AGREEMENT
Asset Servicing Agreement • March 15th, 2005 • Sl Green Realty Corp • Real estate investment trusts • New York

THIS ASSET SERVICING AGREEMENT (this “Agreement”), dated as of August 2, 2004, is made by and between GKK Manager LLC, a Delaware limited liability company (the “Manager”), and SLG Gramercy Services LLC, a Delaware limited liability company (“Servicer”).

OUTSOURCE AGREEMENT
Outsource Agreement • March 15th, 2005 • Sl Green Realty Corp • Real estate investment trusts • New York

THIS OUTSOURCE AGREEMENT (this “Agreement”), dated as of August 2, 2004, is made by and between GKK Manager LLC, a Delaware limited liability company (the “Manager”), and SL Green Operating Partnership, L.P., a Maryland limited partnership (“SL Green”).

Fourth 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, 2005 • Real estate investment trusts • Delaware

This Amendment is made as of May 27, 2004 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.

Amended and Restated Fourth Amendment to the First Amended and Restated Agreement of Limited Partnership of SL Green Operating Partnership, L.P.
Fourth Amendment • March 15th, 2005 • Sl Green Realty Corp • Real estate investment trusts • Delaware

This Amended and Restated Fourth Amendment (this “Amendment”) is made as of July 15, 2004 by SL Green Realty Corp., a Maryland corporation, as managing general partner (the “Company” or the “Managing General Partner”) of SL Green Operating 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 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.

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