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”).
W I T N E S S E T H :
WHEREAS, the Parent and the Operating Partnership have been formed by SL Green Realty Corp.
(with SL Green Operating Partnership, L.P., a Maryland limited partnership (“SL Green OP”) and subsidiaries
and other entities controlled by either of them, “SL Green”) to continue SL Green’s specialty real estate finance
business in a separate company, which is to originate for its own account and acquire whole loans, subordinate
interests in whole loans, mezzanine loans and other fixed income real estate investments;
WHEREAS, the Parent expects to qualify as a REIT (as defined below) and intends to conduct its
operations primarily through the Operating Partnership, of which the Parent will be the sole general partner;
WHEREAS, the Company desires to have Manager undertake the duties and responsibilities hereinafter
set forth on behalf of the Company as provided in this Agreement; and
WHEREAS, Manager is willing to render such services on the terms and conditions hereinafter set forth.
NOW, THEREFORE, in consideration of the mutual agreements herein set forth, the parties hereto agree
1. Definitions .
(a) “Agreement” has the meaning assigned in the first paragraph.
(b) “Asset Servicing Agreement” means the Asset Servicing Agreement between Manager and
SLG Gramercy Services LLC, dated the date hereof.
(c) “Board of Directors” means the Board of Directors of the Parent.
(d) “Closing Date” means the date of this Agreement.
(e) “Code” means the Internal Revenue Code of 1986, as amended.