SECOND AMENDMENT TO AMENDED AND
RESTATED CREDIT AND GUARANTY AGREEMENT
This SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AND
GUARANTY AGREEMENT (this “Amendment”) is made as of the 16th day of December, 2003, by and
among (i) SL GREEN OPERATING PARTNERSHIP, L.P., a Delaware limited partnership (“Borrower”), (ii)
SL GREEN REALTY CORP., a Maryland corporation (the “Company”, and a “Guarantor”), (iii) each of the
direct and indirect Subsidiaries of Borrower or the Company that is a signatory hereto under the caption
“Guarantors” on the signature pages hereto, (iv) each of the financial institutions that is a signatory hereto under
the caption “Lenders” on the signature pages hereto (individually, a “Lender” and, collectively, the “Lenders”)
and (v) WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as
administrative agent for the Lenders hereunder (in such capacity, “Agent”), and is made with reference to that
certain Amended and Restated Credit and Guaranty Agreement dated as of February 6, 2003, by and among
Borrower, Guarantors signatory thereto, the Lenders signatory thereto, Agent and others, as amended by First
Amendment To Amended and Restated Credit and Guaranty Agreement dated as of June 5, 2003 by and among
Borrower, the Company, Guarantors signatory thereto, the Lenders, Agent and others (collectively, and as may
be further amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”).
Capitalized terms used herein without definition shall have the same meanings herein as set forth in the Credit
A. Under the terms of the Credit Agreement, the Lenders are to provide to Borrower an
unsecured term loan facility in the maximum amount of $200,000,000 (the “Facility”).
B. The Borrower and the Company have requested that the Lenders agree to certain
amendments of the Credit Agreement.
C. The Requisite Lenders are willing to amend the Credit Agreement, subje