Sixth Amendment to the
First Amended and Restated Agreement
of Limited Partnership
SL Green Operating Partnership, L.P.
This Amendment (this “Amendment”) is made as of June 30, 2006 by SL Green Realty Corp., a
Maryland corporation, as managing general partner (the “ Company ” or the “ Managing General Partner ”) of
SL Green Operating 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 Partnership L.P., 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.
WHEREAS, the Managing General Partner has determined that, in connection with the acquisition by the
Partnership of the real and personal property located at 609 Fifth Avenue, New York, New York, as more
explicitly described in Section 1.2 of that certain Contribution and Recapitalization Agreement (the “ Contribution
Agreement ”) dated as of April 10, 2006 by and among the Partnership, 609 Owners LLC, Jeff Sutton, an
individual, Eli Gindi, an individual, Jeffrey Gindi, an individual, JS 609 LLC, a New York limited liability
company, EG 609 LLC, a New York limited liability company, and JRG 609 LLC, a New York limited liability
company, it is necessary to amend the Partnership Agreement to create additional Partnership Units (as defined in
the Partnership Agreement).
NOW, THEREFORE, in consideration of the premises and for other good and valuable consideration,
the receipt and sufficiency of which hereby are acknowledged, the Managing General Partner hereby amends the
Partnership Agreement as follows:
1. Article 1 of the Partnership Agreement is hereby amended by adding the following definitions:
“ Series E Preferred Units ” me