3.00% Exchangeable Senior Notes due 2027Indenture • March 27th, 2007 • Sl Green Realty Corp • Real estate investment trusts • New York
INDENTURE dated as of March 26, 2007 by and between SL Green Operating Partnership, L.P., a Delaware limited partnership (hereinafter called the “Issuer”), SL Green Realty Corp., a Maryland corporation (hereinafter called the “Company”), each having its principal office at 420 Lexington Avenue, New York, NY 10170, and The Bank of New York, a New York banking corporation, as trustee hereunder (hereinafter called the “Trustee”).
SL GREEN REALTY CORP. and SL GREEN OPERATING PARTNERSHIP, L.P. REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 27th, 2007 • Sl Green Realty Corp • Real estate investment trusts • New York
THIS REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is made and entered into as of March 26, 2007, by and among SL Green Operating Partnership, L.P., a Delaware limited partnership (the “Issuer”), SL Green Realty Corp., a Maryland corporation (the “Company”), and Citigroup Global Markets Inc. (the “Initial Purchaser”) pursuant to that certain Purchase Agreement, dated March 21, 2007 (the “Purchase Agreement”), among the Issuer, the Company and the Initial Purchaser.
SL GREEN OPERATING PARTNERSHIP, L.P. $750,000,000 3.00% Exchangeable Senior Notes due 2027 PURCHASE AGREEMENTPurchase Agreement • March 27th, 2007 • Sl Green Realty Corp • Real estate investment trusts • New York
SL Green Operating Partnership, L.P., a Delaware limited partnership (the “Operating Partnership”) and SL Green Realty Corp., a Maryland corporation (the “Company” and together with the Operating Partnership, the “Transaction Entities”), which qualifies for federal income tax purposes as a real estate investment trust pursuant to Sections 856 through 860 of the Internal Revenue Code of 1986, as amended, including the regulations and published interpretations thereunder (the “Code”), propose to issue and sell to you (the “Initial Purchaser”), $750,000,000 principal amount of the Operating Partnership’s 3.00% Exchangeable Senior Notes due 2027 (the “Notes”). The Notes are to be issued under an indenture (the “Indenture”), to be dated as of the Closing Date (as hereinafter defined), between the Company and The Bank of New York Trust Company, N.A., as trustee (the “Trustee”). The Notes are exchangeable, subject to certain conditions set forth in the Indenture, for the consideration set for
SL GREEN OPERATING PARTNERSHIP, L.P. 3.00% EXCHANGEABLE SENIOR NOTES DUE 2027Exchangeable Senior Notes • March 27th, 2007 • Sl Green Realty Corp • Real estate investment trusts
SL Green Operating Partnership, L.P., a Delaware limited partnership (herein called the “Issuer,” which term includes any successor under the Indenture referred to on the reverse hereof), for value received hereby promises to pay to Cede & Co., or its registered assigns, the principal sum of ($ ), or such lesser amount as is set forth in the Schedule of Increases or Decreases in Note on the other side of this Note, on March 30, 2027 at the office or agency of the Issuer maintained for that purpose in accordance with the terms of the Indenture, in such coin or currency of the United States of America as at the time of payment shall be legal tender for the payment of public and private debts, and to pay interest, semi-annually on March 30 and September 30 of each year, commencing September 30, 2007, on said principal sum at said office or agency, in like coin or currency, at the rate per annum of 3.00%, from the March 30 or September 30, as the case may be, next preceding the date of thi
