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”).
WHEREAS, the Company is engaging GKK Manager, LLC (the “Manager”), a subsidiary of SL Green,
to provide management services to the Parent and GKK Capital LP (the “Operating Partnership” and collectively
with the Parent, the “Company”) pursuant to that certain Management Agreement dated as of the date hereof
(the “Management Agreement”) by and among the Company and the Manager; and
WHEREAS, the Company and SL Green wish to address certain elements of their relationship, including
rights to acquire fixed income investments and SL Green’s ownership in the Company.
NOW THEREFORE, in consideration of the mutual agreements herein set forth and intending to be
legally bound, the parties hereto agree as follows:
1. Limits on Origination by SL Green .
(a) (i) SL Green will not originate, acquire or participate in Fixed Income
Investments in the United States, except as set forth herein. “Fixed Income Investments” means debt
obligations or interests in debt obligations bearing a fixed-rate of return and collateralized by real property
or interests in real property; and
(ii) SL Green will not acquire, originate or participate in Preferred Equity
Investments which bear a fixed rate of return in the United States, unless the Company has determined
not to pursue a particular Preferred Equity Investment opportunity. “Preferred Equity Investments” are
investments in preferred stock, preferred shares, preferred interests in partnerships or limited liability
companies or other securities which are, by their terms, given a preference in return