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SECOND AMENDMENT TO THE
FIRST AMENDED AND RESTATED
AGREEMENT OF LIMITED PARTNERSHIP OF
SL GREEN OPERATING PARTNERSHIP, L.P.
This Second Amendment is made as of May , 2002 for the purpose of amending the First Amended and Restated
Agreement of Limited Partnership of SL Green Operating Partnership, L.P., a Delaware limited partnership (the "Partnership"),
dated as of August 20, 1997, as amended by the First Amendment thereto, dated as of May 14, 1998 (the "Agreement").
Capitalized terms used herein and not otherwise defined shall have the meanings given to them in the Agreement.
WHEREAS, pursuant to Section 14.1.D of the Agreement, SL Green Realty Corp., as General Partner, with the consent of
affected Limited Partners, may amend the Agreement to provide that certain Limited Partners will have the obligation, upon the
liquidation of their interests in the Partnership, to restore to the Partnership the amounts of their negative Capital Account
balances, if any; and
WHEREAS, the General Partner has determined that such an amendment pursuant to Section 14.1.D is desirable; and
WHEREAS, the undersigned Limited Partners are hereby consenting to such amendment.
NOW, THEREFORE, in consideration of the premises set forth herein and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the Agreement is hereby amended as follows:
1. The list of the Exhibits to the Agreement is hereby amended by adding thereto the following:
2. Article I of the Agreement is hereby amended by adding the following defined terms:
" Aggregate LP Recourse Amount " means the sum of the Recourse Amounts of all Recourse Partners.
" Modified Adjusted Capital Account " means the Capital Account maintained for a Partner pursuant to Exhibit B
hereto (i) increased by any a