5,400,000 Shares SL GREEN REALTY CORP. Preferred Stock UNDERWRITING AGREEMENTUnderwriting Agreement • January 20th, 2010 • Sl Green Realty Corp • Real estate investment trusts • New York
SL Green Realty Corp., a Maryland corporation (the “Company”), which qualifies for federal income tax purposes as a real estate investment trust pursuant to Sections 856 through 860 of the Internal Revenue Code of 1986, as amended, including the regulations and published interpretations thereunder (the “Code”), and SL Green Operating Partnership, L.P., a Delaware limited partnership the sole general partner of which is the Company (the “Operating Partnership” and together with the Company, the “Transaction Entities”), each wish to confirm as follows its agreement with Banc of America Securities LLC (“BofA”) and Wells Fargo Securities, LLC (“Wells Fargo”) and each of the other Underwriters named in Schedule A hereto (collectively, the “Underwriters”, which term shall also include any underwriter substituted as hereinafter provided in Section 15 hereof), for whom BofA and Wells Fargo are acting as representatives (in such capacity, the “Representatives”), with respect to the sale by the
Eighth Amendment to the First Amended and Restated Agreement of Limited Partnership of SL Green Operating Limited Partnership, L.P.Sl Green Realty Corp • January 20th, 2010 • Real estate investment trusts
This Amendment is made as of January 20, 2010 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.
