SL GREEN REALTY CORP. SL GREEN OPERATING PARTNERSHIP, L.P. as Co-Obligors and THE BANK OF NEW YORK MELLON, as Trustee THIRD SUPPLEMENTAL INDENTURE
XX XXXXX REALTY CORP.
XX XXXXX OPERATING PARTNERSHIP, L.P.
as Co-Obligors
and
THE BANK OF NEW YORK MELLON,
as Trustee
Dated as of December 28, 2018
to Indenture Dated as of August 5, 2011
THIRD SUPPLEMENTAL INDENTURE, dated as of December 28, 2018 (this “Third Supplemental Indenture”), among XX XXXXX REALTY CORP., a corporation duly organized and existing under the laws of the State of Maryland (hereinafter called “XX Xxxxx”), XX XXXXX OPERATING PARTNERSHIP, L.P., a limited partnership duly organized and existing under the laws of the State of Delaware (hereinafter called “XX Xxxxx OP” and, together with XX Xxxxx, the “Remaining Co-Obligors”), each having its principal executive office located at 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, and The Bank of New York Mellon (hereinafter called the “Trustee”), having its Corporate Trust Office located at 000 Xxxx Xxxxxx, 00xx Xxxxx, Xxxxxxxxxx, XX 00000, supplementing the Indenture, dated as of August 5, 2011, between the Remaining Co-Obligors, RECKSON OPERATING PARTNERSHIP, L.P., a limited partnership duly organized and existing under the laws of the State of Delaware (hereinafter called the “Former Co-Obligor”), and the Trustee (the “Existing Indenture”), which is supplemented by that certain Second Supplemental Indenture, dated as of November 15, 2012, among the Remaining Co-Obligors, the Former Co-Obligor and the Trustee (the “Second Supplemental Indenture,” together with the Existing Indenture and this Third Supplemental Indenture, the “Indenture”).
RECITALS
WHEREAS, the Remaining Co-Obligors and the Former Co-Obligor previously issued the 4.50% Senior Notes due 2022 (the “Notes”) and the Notes constitute the only series of securities outstanding under the Indenture;
WHEREAS, pursuant to Section 6.04(c) of the Existing Indenture, XX Xxxxx OP desires to directly assume the due and punctual payment of the principal of, any premium and interest on all the Notes and the performance of every covenant of the Indenture on the part of the Former Co-Obligor to be performed or observed, and to release the Former Co-Obligor from all of the obligations and covenants with respect to the Notes;
WHEREAS, Section 7.1(l) of the Second Supplemental Indenture provides that, when authorized by or pursuant to a Board Resolution, the Remaining Co-Obligors and the Trustee (without the consent of the Holders of the Notes) may at any time and from time to time enter into one or more indentures supplemental thereto, to effect the assumption by a Co-Obligor pursuant to the Indenture;
WHEREAS, all things necessary to make this Third Supplemental Indenture a valid and legally binding agreement of the Remaining Co-Obligors, in accordance with its terms, have been done.
NOW, THEREFORE, THIS THIRD SUPPLEMENTAL INDENTURE WITNESSETH:
That, in consideration of the premises and the agreements herein, for the equal and proportionate benefit of all of the present and future Holders of the Notes, each party agrees and covenants as follows:
ARTICLE I
DEFINITIONS
Section 1.1 Definitions of Terms. All capitalized terms contained in this Third Supplemental Indenture shall, except as specifically provided for herein and except as the context may otherwise require, have the meanings given to such terms in the Existing Indenture, as supplemented by the Second Supplemental Indenture (together, the “Existing Indenture”). In the event of any inconsistency between the Existing Indenture and this Third Supplemental Indenture, this Third Supplemental Indenture shall govern.
ARTICLE II
ASSUMPTION AND RELEASE
Section 2.1 Assumption of Obligations. Pursuant to Section 6.04(c) of the Existing Indenture, XX Xxxxx OP directly assumes the due and punctual payment of the principal of, any premium and interest on all the Notes and the performance of every covenant of the Indenture on the part of the Former Co-Obligor to be performed or observed, and shall succeed to, and is substituted for and may exercise every right and power of, the Former Co-Obligor under the Notes and the Indenture with the same effect as if XX Xxxxx OP had been the issuer of the Notes.
Section 2.2 Release of Former Co-Obligor. Pursuant to Section 6.04(c) of the Existing Indenture, due to the assumption of obligations set forth in Section 2.1 hereof, all of the Former Co-Obligor’s obligations under the Indenture and the Notes shall hereby cease, and the Former Co-Obligor shall hereby be released from all obligations and covenants under the Indenture and the Notes.
ARTICLE III
MISCELLANEOUS
Section 3.1 Responsibility for Recitals, Etc. The recitals herein shall be taken as the statements of the Remaining Co-Obligors, and the Trustee assumes no responsibility for the correctness thereof. The Trustee makes no representations as to the validity or sufficiency of this Third Supplemental Indenture.
Section 3.2 Governing Law. This Third Supplemental Indenture shall be governed by and construed in accordance with the laws of the state of New York.
Section 3.3 Indenture Remains in Full Force and Effect. This Third Supplemental Indenture shall form a part of the Indenture for all purposes and, except as supplemented or amended hereby, all other provisions in the Indenture and the Notes to the extent not inconsistent with the terms and provisions of this Third Supplemental Indenture, shall remain in full force and effect. All of the provisions contained in the Indenture in respect to the rights, privileges, immunities, powers and duties of the Trustee shall be applicable in respect of this Third Supplemental Indenture as fully and with like effect as if set forth herein in full.
Section 3.4 Headings. The headings of the Articles and Sections of this Third Supplemental Indenture are inserted for convenience of reference and shall not be deemed a part thereof.
Section 3.5 Counterparts. This Third Supplemental Indenture may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this Third Supplemental Indenture to be duly executed as of the day and year first above written.
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XX XXXXX REALTY CORP. | |
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By: |
/s/ Xxxxxxx X. XxXxxxxxx |
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Name: Xxxxxxx X. XxXxxxxxx |
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Title: Chief Financial Officer |
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XX XXXXX OPERATING PARTNERSHIP, L.P. | |
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By: |
XX Xxxxx Realty Corp., |
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its general partner |
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By: |
/s/ Xxxxxxx X. XxXxxxxxx |
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Name: Xxxxxxx X. XxXxxxxxx |
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Title: Chief Financial Officer |
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THE BANK OF NEW YORK MELLON | ||
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as Trustee | ||
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By: |
/s/ Xxxxxxxx X. X’Xxxxx | |
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Name: |
Xxxxxxxx X. X’Xxxxx |
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Title: |
Vice President |
