SL Green Realty (SLG)

Item 1.01 Entry Into A Material Definitive Agreement.

On May 15, 2009, SL Green Realty Corp. (the “Company”) completed an underwritten public offering (the “Offering”) of 19,550,000 shares of its common stock, par value $0.01 per share (the “Shares”), with Merrill Lynch, Pierce, Fenner & Smith Incorporated, as representative of the several underwriters (the “Underwriters”).  The Shares were issued and sold by the Company to the Underwriter at a public offering price of $20.75 per Share pursuant to an underwriting agreement (the “Underwriting Agreement”) dated as of May 12, 2009 by and among the Company, SL Green Operating Partnership, L.P., the operating partnership through which the Company conducts its real estate activities, and the Underwriters.  The Shares include 2,550,000 shares issued and sold pursuant to the Underwriter’s exercise of its over-allotment option under the Underwriting Agreement. A copy of the Underwriting Agreement is filed herewith as Exhibit 1.1.

The net proceeds to the Company from the offering after deducting underwriting discounts and commissions and expenses were approximately $387.4 million.  The Company plans to use the net proceeds from the offering for general corporate and/or working capital purposes, which may include investment opportunities, purchases of the indebtedness of its subsidiaries in the open market from time to time, and the repayment of indebtedness at the applicable maturity or put date.

Item 1.01.      Entry Into a Material Definitive Agreement.

On October 27, 2008, GKK Manager LLC (the “Manager”), a majority-owned subsidiary of SL Green Realty Corp. (the “Company”), entered into a Second Amended and Restated Management Agreement (the “Second Amended Management Agreement”) with Gramercy Capital Corp. (“Gramercy”) and GKK Capital LP (the “GKK LP”).  Gramercy is externally managed and advised by the Manager and the Company owns approximately 15.8% of the outstanding shares of Gramercy’s common stock (the “Common Stock”).

The Second Amended Management Agreement generally contains the same terms and conditions as the Amended and Restated Management Agreement, dated as of April 19, 2006, except for the following material changes: (i) reduces the annual base management fee payable by Gramercy to the Manager to 1.50% of Gramercy’s stockholders’ equity; (ii) reduces the termination fee to an amount equal to the management fee earned by the Manager during the 12-month period immediately preceding the effective date of the termination; and (iii) provides that all management, service and similar fees relating to Gramercy’s collateralized debt obligations that the Manager is entitled to receive shall be remitted by the Manager to Gramercy for any period from and after July 1, 2008.  The foregoing description of the Second Amended Management Agreement is qualified in its entirety by reference to the text of the Second Amended Management Agreement, which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.

Item 1.01. Entry Into a Material Definitive Agreement.

The adoption of SL Green Realty Corp.’s (the “Company”) Amended and Restated 2005 Stock Option and Incentive Plan (the “Plan”) was approved by the affirmative vote of a majority of the common stock of the Company present or represented by proxy and entitled to vote at the Company’s Annual Meeting of Stockholders held on May 24, 2007. A copy of the Plan  is attached hereto as exhibit 10.1 and is hereby incorporated by reference.

ITEM 1.01             Entry Into a Material Definitive Agreement.

On March 21, 2007, SL Green Operating Partnership, L.P. (the “Operating Partnership”) of which SL Green Realty Corp. (the “Company”) is the sole managing general partner, entered into a purchase agreement dated March 21, 2007 (the “Purchase Agreement”), by and among the Operating Partnership, the Company and Citigroup Global Markets Inc. (the “Initial Purchaser”) in connection with a private offering by the Operating Partnership of $750 million aggregate principal amount of the Operating Partnership’s 3.00% Exchangeable Senior Notes due 2027 (the “Notes”). The Notes will be sold to qualified institutional buyers in reliance on Rule 144A under the Securities Act of 1933, as amended (the "Securities Act") and may be exchanged, subject to certain conditions, for the shares of common stock of the Company.  Interest on the Notes will be payable semi-annually in arrears on March 30 and September 30 of each year, beginning September 30, 2007. Interest on the Notes will accrue from March 26, 2007. The Notes will mature on March 30, 2027.  The Notes and any Company common shares that may be issued upon exchange of the Notes have not been registered under the Securities Act or any state securities laws. A copy of the Purchase Agreement is attached hereto as Exhibit 1.1.

On March 26, 2007, the Operating Partnership entered into an indenture dated March 26, 2007, by and among the Operating Partnership, the Company and The Bank of New York, as trustee (the “Indenture”).  The Indenture governs the terms of the Notes. A copy of the Indenture is filed as Exhibit 4.1 to this Form 8-K and is herein incorporated by reference. A form of the Note is filed as Exhibit 4.3 to this Form 8-K and is herein incorporated by reference. 

On March 26, 2007, the Company entered into a registration rights agreement dated March 26, 2007 (the “Registration Rights Agreement”), by and among the Company, the Operating Partnership and the Initial Purchaser. A copy of the Registration Rights Agreement is attached hereto as Exhibit 4.2.

Item 1.01.      Entry into a Material Definitive Agreement.

1.  Supplemental Indenture

On January 25, 2007, SL Green Realty Corp. (the “Company”) entered into a supplemental indenture (“Supplemental Indenture”) to the Indenture, dated as of March 26, 1999 (the “Indenture”), by and among Reckson Operating Partnership, L.P., as issuer (the “Reckson OP”), Reckson Associates Realty Corp., as guarantor (“Reckson”), and The Bank of New York, as trustee.  The Supplemental Indenture governs the terms of Reckson OP’s 4.00% Exchangeable Senior Debentures due 2025 (the “Debentures”), 5.875% Notes due 2014, 5.15% Notes due 2011, 6.00% Notes due 2007, 7.75% Notes due 2009 and 6.00% Notes due 2016.  Pursuant to the terms of the Debentures, the Company agreed to provide for the full and unconditional guarantee of all obligations under the Debentures and the Indenture with respect to the Debentures and Reckson OP elected to change the exchange obligation of Reckson OP with respect to the Debentures into an obligation to deliver, upon exchange of the Debentures, cash, shares of common stock of the Company or a combination thereof, at the election of Reckson OP.  The foregoing description of the Supplemental Indenture is qualified in its entirety by reference to the text of the Supplemental Indenture, which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.

2.  Term Loans

On January 24, 2007, SL Green Operating Partnership, L.P. (“SLG OP”) entered into a credit agreement with Wachovia Bank, National Association (“Wachovia Bank”), as agent for itself and other lenders in connection with a senior unsecured term loan facility in an amount of $500,000,000 (the “Wachovia Term Loan”), which matures on January 22, 2010.  The Wachovia Term Loan bears interest at a floating rate of interest based on LIBOR.  The Wachovia Term Loan is guaranteed by the Company and by certain subsidiaries, including Reckson OP and certain of its subsidiaries.  The guarantee by Reckson OP and certain of its subsidiaries is limited by the provisions thereof to comply with certain covenants in the Indenture.  The Wachovia Term Loan provides for various customary events of default, which could result in an acceleration of all amounts payable thereunder.  The foregoing description of the Wachovia Term Loan is qualified in its entirety by reference to the text of the Wachovia Term Loan, which is attached hereto as Exhibit 10.2 and is incorporated herein by reference.

On January 24, 2007, SLG OP entered into an amendment to its existing unsecured term loan facility (the “Wells Term Loan”) with Wells Fargo Bank, National Association, as agent for itself and other lenders in connection with the Wells Term Loan.  The terms of the amendment conform certain provisions of the Wells Term Loan to those of the Wachovia Term Loan.  The Wells Term Loan is guaranteed by the Company and by certain subsidiaries, including Reckson OP and certain of its subsidiaries.  The guarantee by Reckson OP and certain of its subsidiaries is limited by the provisions thereof to comply with certain covenants in the Indenture.  The foregoing description of the amendment to the Wells Term Loan is qualified in its entirety by reference to the text of the amendment, which is attached hereto as Exhibit 10.3 and is incorporated herein by reference.

3.  Revolving Credit Facility

On January 24, 2007, SLG OP entered into an amendment to its existing unsecured revolving credit facility (the “Credit Facility”) with Wachovia Bank, as agent for itself and other lenders in connection with the Credit Facility.  Pursuant to the amendment, the amount available under the Credit Facility was increased from $500,000,000 to $800,000,000 and certain provisions of the Credit Facility were conformed to those of the Wachovia Term Loan.  The Credit Facility is guaranteed by the Company

and by certain subsidiaries, including Reckson OP and certain of its subsidiaries.  The guarantee by Reckson OP and certain of its subsidiaries is limited by the provisions thereof to comply with certain covenants in the Indenture.  The foregoing description of the amendment to the Credit Facility is qualified in its entirety by reference to the text of the amendment, which is attached hereto as Exhibit 10.4 and is incorporated herein by reference.

4.  Amendment to Partnership Agreement

On January 25, 2007, SL Green entered into the Seventh Amendment (the “Seventh Amendment”) to the First Amended and Restated Agreement of Limited Partnership of SL Green Operating Partnership, L.P. (the “Operating Partnership”) to provide for the issuance of 1,200 preferred units of the Operating Partnership.  The foregoing description of the Seventh Amendment is qualified in its entirety by reference to the text of the Seventh Amendment, which is attached hereto as Exhibit 10.5 and is incorporated herein by reference.

Item 1.01.  Entry Into a Material Definitive Agreement.

SL Green Realty Corp. 2006 Outperformance Plan

On October 23, 2006, the Compensation Committee of the Board of Directors (the “Compensation Committee”) of SL Green Realty Corp. (the “Company”) approved the form of award agreement (the “Form of Award Agreement”) for granting awards under the SL Green Realty Corp. 2006 Outperformance Plan (the “2006 Outperformance Plan” or the “Plan”), a long-term incentive compensation program the Compensation Committee approved on August 14, 2006.  A copy of the Form of Award Agreement is filed as Exhibit 10.1 to this Current Report on Form 8-K.

The purpose of the 2006 Outperformance Plan is to further align the interests of the Company’s stockholders and management by encouraging the Company’s senior officers to “outperform” and to create stockholder value in excess of industry expectations in a “pay for performance” structure. A summary of the terms of the 2006 Outperformance Plan is contained in the Company’s Current Report on Form 8-K filed with the Securities Exchange Commission on August 18, 2006.

Item 1.01.  Entry Into a Material Definitive Agreement.

SL Green Realty Corp. 2006 Outperformance Plan

On August 14, 2006, the Compensation Committee of the Board of Directors (the “Compensation Committee”) of SL Green Realty Corp. (the “Company”) approved the general terms of the SL Green Realty Corp. 2006 Outperformance Plan (the “2006 Outperformance Plan” or the “Plan”), a long-term incentive compensation program.  The purpose of the 2006 Outperformance Plan is to further align the interests of the Company’s stockholders and management by encouraging the Company’s senior officers to “outperform” and to create stockholder value in excess of industry expectations in a “pay for performance” structure.

Under the 2006 Outperformance Plan, award recipients will share in a “performance pool” if the Company’s total return to stockholders for the period from August 1, 2006 through July 31, 2009 exceeds a cumulative total return to stockholders of 30%.  The size of the pool will be 10% of the outperformance amount in excess of the 30% benchmark, subject to a maximum award of $60 million.  The maximum award will be reduced by the amount of any unallocated or forfeited awards.  In the event the potential performance pool reaches the maximum award before July 31, 2009 and remains at that level or higher for 30 consecutive days, the performance period will end early and the pool will be formed on the last day of such 30 day period.

Each participant’s award under the 2006 Outperformance Plan will be designated as a specified percentage of the aggregate performance pool.  Assuming the 30% benchmark is achieved, the pool will be allocated among the participants in accordance with the percentage specified in each participant’s participation agreement.  Individual awards will be made in the form of partnership units, or LTIP Units, that, subject to vesting and the satisfaction of other conditions, are exchangeable for a per unit value equal to the then trading price of one share of the Company’s common stock.  This value is payable in cash or, at the Company’s election, in shares of common stock.  LTIP Units will be granted prior to the determination of the performance pool; however, they will only vest upon satisfaction of performance and time vesting thresholds under the Plan, and will not be entitled to distributions until after the performance pool is established.  Distributions on LTIP Units will equal the dividends paid on the Company’s common stock on a per unit basis.  The Plan provides that if the pool is established, each participant will also be entitled to the distributions that would have been paid had the number of earned LTIP Units been issued at the beginning of the performance period.  Those distributions will be paid in the form of additional LTIP Units.  Thereafter, distributions will be paid currently with respect to all earned LTIP Units that are a part of the performance pool, whether vested or unvested.

Although the amount of earned awards under the Plan (i.e. the number of LTIP Units earned) will be determined when the performance pool is established, not all of the awards will vest at that time.  Instead, one-third of the awards will vest on July 31, 2009 and each of the first two anniversaries thereafter based on continued employment.

In the event of a change in control of the Company prior to August 1, 2007, the performance period will be shortened to end on a date immediately prior to such event and the cumulative stockholder return benchmark will be adjusted on a pro rata basis.  In the event of a change in control of the Company on or after August 1, 2007 but before July 31, 2009, the performance pool will be calculated assuming the performance period ended on July 31, 2009 and the total return continued at the same annualized rate from the date of the change of control to July 31, 2009 as was achieved from August 1, 2006 to the date of the change of control; provided that the performance pool may not exceed 200% of what it would have been if it was calculated using the total return from August 1, 2006 to the date of the change in control and a pro rated benchmark.  In either case, the performance pool will be formed as described above if the adjusted benchmark target is achieved and all earned awards will be fully vested upon the change of control.  If a change in control occurs after the performance period has ended, all unvested awards issued under the Plan will become fully vested upon the change in control.

All determinations, interpretations and assumptions relating to the vesting and calculation of the performance awards will be made by the Compensation Committee.

The Compensation Committee and its advisors are in the process of finalizing the documentation of the Plan, as well as the allocation of the Plan among our management team.  Accordingly, the definitive plan and award documentation, including the terms of the LTIP Units, may contain additional material terms that are not described above.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

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Item 1.01.      Entry into a Material Definitive Agreement.

Merger Agreement

On August 3, 2006, SL Green Realty Corp. (the “Company”), Wyoming Acquisition Corp. (“Purchaser”), Wyoming Acquisition GP LLC, Wyoming Acquisition Partnership LP (“Purchaser LP”), Reckson Associates Realty Corp. (“Reckson Associates”) and Reckson Operating Partnership, L.P. (“Reckson OP”), entered into an Agreement and Plan of Merger (the “Merger Agreement”).  Under the terms of the Merger Agreement, Reckson Associates will merge with and into Purchaser (the “Merger”), with Purchaser continuing after the Merger as the surviving entity.  At the effective time of the Merger, each of the issued and outstanding shares of common stock of Reckson Associates will be converted into the right to receive (i) $31.68 in cash, and (ii) 0.10387 of a share of the common stock, par value $0.01 per share, of the Company (the “Merger Consideration”).  Reckson Associates currently has approximately 83.25 million shares outstanding.  The Company will also assume approximately $2.0 billion of Reckson Associates’ outstanding debt.  The Merger will be fully taxable to Reckson Associates’ stockholders and the limited partners of Reckson OP (including with respect to the stock component of the Merger Consideration).

In addition, under the terms of the Merger Agreement, Purchaser LP will merge with and into Reckson OP (the “Partnership Merger”), with Reckson OP continuing after the Partnership Merger as the surviving entity.  At the effective time of the Partnership Merger, each common unit in Reckson OP will be converted into the right to receive the applicable amount of Merger Consideration in respect of the number of shares of Reckson Associates common stock issuable upon exchange of each such common unit in accordance with the Amended and Restated Agreement of Limited Partnership of Reckson OP as if such common units were converted or exchanged for an equal number of shares of Reckson Associates common stock immediately prior to the effective time of the Merger.

The Merger Agreement has been approved by the Board of Directors of the Company and by a special committee comprised of all of the independent directors of the Board of Directors of Reckson Associates.

Reckson Associates has agreed to certain covenants, including, among others, subject to certain exceptions described in the Merger Agreement, an obligation not to initiate, solicit, encourage or facilitate (including by way of furnishing nonpublic information or assistance) any inquiries or the making of any proposal or other action that constitutes or may reasonably be expected to lead to any competing transaction (as defined in the Merger Agreement) or enter into discussions or negotiate with any person in furtherance of such inquiries or to obtain a competing transaction.  Prior to the closing, Reckson Associates has agreed to operate its business in the ordinary course consistent with past practice and not to take certain actions specified in the Merger Agreement.  Prior to the closing, the Company has agreed to operate its business in the ordinary course consistent with its good business judgment and not to take certain actions specified in the Merger Agreement.  Each of the Company and Reckson Associates will be permitted to pay quarterly dividends through the consummation of the Merger.

Consummation of the Merger is subject to customary conditions, including the approval of the Merger by the holders of Reckson Associates common stock, the registration of the Company’s shares of common stock to be issued in the Merger, the listing of such shares on the New York Stock Exchange and the absence of any order, injunction or legal restraint or prohibition preventing the consummation of the Merger or the Partnership Merger.  In addition, each party’s obligation to consummate the Merger is subject to certain other conditions, including (i) the accuracy of the representations and warranties of the

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other party (subject to the materiality standards contained in the Merger Agreement), (ii) compliance in all material respects of the other party with its covenants, (iii) the absence of a material adverse effect (as defined in the Merger Agreement) on the other party and (iv) the delivery of opinions of counsel with respect to each other’s status as a real estate investment trust.

The Merger Agreement contains certain termination rights for both the Company and Reckson Associates and provides that, upon termination of the Merger Agreement under specified circumstances described in the Merger Agreement, Reckson Associates would be required to pay the Company a termination fee of $99.8 million, and/or that Reckson Associates would be required to reimburse the Company for its out-of-pocket costs and expenses up to $13.0 million.

The Merger Agreement contains representations and warranties that the parties have made to each other as of specific dates.  The assertions embodied in those representations and warranties were made solely for purposes of the contract between the parties, and may be subject to important qualifications and limitations agreed to by the parties in connection with negotiating its terms.  Moreover, the representations and warranties are subject to a contractual standard of materiality that may be different from what may be viewed as material to shareholders, and the representations and warranties may have been intended not as statements of fact, but rather as a way of allocating risk among the parties.

The foregoing description of the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement, a copy of which is filed as Exhibit 2.1 hereto and is incorporated in this report by reference.

Sale Agreement

On August 3, 2006, the Company and Rechler MRE LLC (“Rechler LLC”), an entity of which Messrs. Rechler, Maturo and Barnett (members of the executive management of Reckson Associates), and Marathon Investment Management are members, entered into an agreement (the “Sale Agreement”) pursuant to which the Company has agreed to direct Reckson Associates or a subsidiary thereof (“Seller”) to sell to Rechler LLC or its designee (“Buyer”), and Buyer has agreed to purchase from Seller, (i) certain real property assets of Seller and 100% of certain loans secured by real property, all of which are located in Long Island, New York, (ii) certain real property assets of Seller located in White Plains and Harrison, New York (the “Eastridge Portfolio”), (iii) certain real property assets of Seller located in New Jersey, (iv) the entity owning a 25% interest in the portfolio held by Reckson New York Property Trust, an Australian listed property trust, Reckson Associates’ Australian management company and other related entities and contracts (the “LPT Assets”), (v) the direct or indirect interest of Seller in Reckson Strategic Venture Partners, LLC (“RSVP”) by a 50/50 joint venture between Buyer and an affiliate of the Company and (vi) a 50% participation interest in certain loans made by a subsidiary of Reckson Associates that are secured by four real property assets located in Long Island, New York.  The aggregate purchase price (including the Company’s portion of the RSVP purchase price) for the above assets is approximately $2.1 billion, subject to adjustment.  The Company has received from Rechler LLC a deposit in the amount of $84,000,000 (the “Deposit”).  The Company will be entitled to retain all or a portion of the Deposit as liquidated damages in the event of certain defaults by Rechler LLC under the Sale Agreement.

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The transactions contemplated by the Sale Agreement are expected to close on the same day as the closing of the Merger and are conditioned upon the occurrence of the Merger and certain other customary closing conditions.

In addition, the Company has committed to provide, or arrange for one of its affiliates to provide, financing to Buyer in connection with the purchase of one or more of the assets described above, subject in certain cases to the negotiation and agreement of the terms and conditions thereof.

In the event the Merger Agreement and the Sale Agreement are terminated and the Company receives the termination fee described above, the Company has agreed to pay to Rechler LLC an amount equal to (a) its actual out of pocket expenses incurred in connection with the transactions contemplated by the Sale Agreement, but in no event more than the lesser of (i) $8,000,000 and (ii) 7.2% of the actual termination fee received by the Company under the Merger Agreement, plus (b) $1,000,000.

Forward-Looking Statements

This filing contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934.  All statements other than statements of historical facts included in this filing are forward-looking statements.  All forward-looking statements speak only as of the date of this filing.  Such forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause the actual results, performance, achievements or transactions of the Company, Reckson Associates and their affiliates or industry results or the benefits of the proposed transaction to be materially different from any future results, performance, achievements or transactions expressed or implied by such forward-looking statements.  Such risks, uncertainties and other factors relate to, among others, approval of the transaction by the stockholders of Reckson Associates, the satisfaction of closing conditions to the transaction, difficulties encountered in integrating the companies and the effects of general and local economic and real estate conditions.  Additional information or factors which could impact the companies and the forward-looking statements contained herein are included in each company’s filings with the Securities and Exchange Commission.  The companies assume no obligation to update or supplement forward-looking statements that become untrue because of subsequent events.

Additional Information and Where to Find It

This filing does not constitute an offer of any securities for sale.  In connection with the proposed transaction, the Company and Reckson Associates expect to file a proxy statement/prospectus as part of a registration statement regarding the proposed transaction with the Securities and Exchange Commission.  Investors and security holders are urged to read the proxy statement/prospectus because it will contain important information about the Company and Reckson Associates and the proposed transaction.  Investors and security holders may obtain a free copy of the definitive proxy statement/prospectus and other documents when filed by the Company and Reckson Associates with the SEC at the SEC’s website at www.sec.gov.  The definitive proxy statement/prospectus and other relevant documents may also be obtained free of charge from the Company or Reckson Associates by directing such request to: SL Green Realty Corp., 420 Lexington Avenue, New York, NY 10170, Attention: Investor Relations, or Reckson Associates Realty Corp., 225 Broadhollow Road, Melville, NY 11747, Attention: Investor Relations.  Investors and security holders are urged to read the proxy statement, prospectus and other relevant material when they become available before making any voting or investment decisions with respect to the Merger.

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The Company and Reckson Associates and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from the stockholders of Reckson Associates in connection with the Merger.  Information about the Company and its directors and executive officers, and their ownership of Company securities, is set forth in the proxy statement for the 2006 Annual Meeting of Stockholders of the Company, which was filed with the SEC on April 17, 2006.  Information about Reckson Associates and its directors and executive officers, and their ownership of Reckson Associates securities, is set forth in the proxy statement for the 2006 Annual Meeting of Stockholders of Reckson Associates, which was filed with the SEC on April 10, 2006.  Additional information regarding the interests of those persons may be obtained by reading the proxy statement/prospectus when it becomes available.

Item 1.01  Entry into a Material Definitive Agreement

On April 19, 2006, GKK Manager LLC (the “Manager”), a majority-owned subsidiary of SL Green Realty Corp. (the “Company”), entered into an Amended and Restated Management Agreement (the “Amended Management Agreement”) with Gramercy Capital Corp. (“Gramercy”) and GKK Capital LP (the “GKK LP”). Gramercy is externally managed and advised by the Manager and the Company owns approximately 25% of the outstanding shares of Gramercy’s common stock.

The Amended Management Agreement generally contains the same terms and conditions as the Management Agreement dated August 2, 2004 except for the following material changes: (i) extends the term of the agreement through December 31, 2009, with automatic one year renewals; (ii) eliminates the 50% reduction in the termination fee if Gramercy becomes self-managed and clarifies that in connection with an internalization of the Manager, the only consideration to be paid to the Manager will be pursuant to a separate agreement between the Manager and Gramercy; and (iii) includes in the definition of “Stockholders Equity” (a) trust preferred securities and (b) other securities that do not constitute indebtedness on the balance sheet in accordance with GAAP.

In addition, the Amended Management Agreement provides that in connection with formations of collateralized debt obligations or other securitization vehicles (collectively, “CDOs”), if a collateral manager is retained, the Manager or an affiliate will be the collateral manager and will receive the following fees: (i) 0.25% per annum of the book value of the assets owned for transitional “managed” CDOs, (ii) 0.15% per annum of the book value of the assets owned for non-transitional “managed” CDOs, (iii) 0.10% per annum of the book value of the assets owned for static CDOs that own primarily non-investment grade bonds, and (iv) 0.05% per annum of the book value of the assets owned for static CDOs that own primarily investment grade bonds; limited in each instance by the fees that are paid to the collateral manager. The balance of the fees paid by the CDO for collateral management services are paid over to Gramercy.

On April 19, 2006, SL Green Operating Partnership, L.P., a majority-owned subsidiary of the Company (“SL Green OP” and, with the Company and its subsidiaries, the “SL Green Entities”) also entered into an Amended and Restated Origination Agreement (the “Amended Origination Agreement”) with Gramercy. The Amended Origination Agreement generally contains the same terms and conditions as the Origination Agreement between Gramercy and SL Green OP dated August 2, 2004, except for the following material changes: (i) provides Gramercy with a right of first offer with respect to fixed income investments or preferred equity investments that any SL Green Entity owns, subject to limited exceptions; (ii) clarifies that the pre-emptive rights of the Company apply to limited partnership units of GKK LP (“Units”) and other securities of Gramercy convertible into common stock of Gramercy or Units and extends such rights to issuances by Gramercy in any private or public offering, any merger, consolidation or similar business combination transaction or any sale of all or substantially all of the assets of Gramercy, and obligates Gramercy to obtain stockholder approval for these preemptive rights every five years; and (iii) confirms the right of the SL Green Entities to retain investments owned by companies or businesses that are acquired by SL Green Entities, but precludes the Company from acquiring companies or businesses engaged primarily in Gramercy’s primary business activities.

In connection with the management services that the Manager provides to Gramercy and GKK LP, the Manager engaged SLG Gramercy Services LLC, a wholly-owned affiliate of the Company, to manage and service certain assets of Gramercy pursuant to an Asset Servicing Agreement. On April 19, 2006, the Manager and SLG Gramercy Services LLC entered into an Amended and Restated Asset Servicing Agreement (the “Amended Asset Servicing Agreement”), which reduces the asset servicing fee to 0.05% per annum of the book value of the assets for all credit tenant lease assets and for non-investment grade bonds, but keeps the asset servicing fee at 0.15% per annum of the book value of the assets for all other assets.

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Item 1.01.  Entry Into a Material Definitive Agreement.

SL Green Realty Corp. 2005 Outperformance Plan

On December 15, 2005, the Compensation Committee of the Board of Directors (the “Compensation Committee”) of SL Green Realty Corp. (the “Company”) approved the SL Green Realty Corp. 2005 Outperformance Plan (the “2005 Outperformance Plan” or the “Plan”), a long-term incentive compensation program.  The purpose of the 2005 Outperformance Plan is to further align the interests of the Company’s stockholders and management by encouraging the Company’s senior officers to “outperform” and to create stockholder value in excess of industry expectations in a “pay for performance” structure.

Under the 2005 Outperformance Plan, award recipients will share in a “performance pool” if the Company’s total return to stockholders for the period from December 1, 2005 through November 30, 2008 exceeds a cumulative total return to stockholders of 30%. The size of the pool will be 10% of the outperformance amount in excess of the 30% benchmark, subject to a maximum dilution cap equal to the lesser of 3% of the Company’s outstanding shares as of December 1, 2005 (assuming all outstanding units in SL Green Operating Partnership, L.P. (the “Operating Partnership”) are exchanged for shares of common stock) or $50 million. In the event the potential performance pool reaches this dilution cap before November 30, 2008 and remains at that level or higher for 30 consecutive days, the performance period will end early and the pool will be formed on the last day of such 30 day period.

Each officer’s award under the 2005 Outperformance Plan will be designated as a specified percentage of the aggregate performance pool. Assuming the 30% benchmark is achieved, the pool will be allocated among the Company’s senior officers in accordance with the percentage specified in each officer’s participation agreement. Individual awards will be made in the form of partnership units, or LTIP Units, that are exchangeable for shares of our common stock or cash, at our election. LTIP Units will be granted prior to the determination of the performance pool; however, they will only vest upon satisfaction of performance and other thresholds, and will not be entitled to distributions until after the performance pool is established. Distributions on LTIP Units will equal the dividends paid on the Company’s common stock on a per unit basis. The 2005 Outperformance Plan provides that if the pool is established, each officer will also be entitled to the distributions that would have been paid had the LTIP Units been issued at the beginning of the performance period. Those distributions will be paid in the form of additional LTIP Units. Thereafter, distributions will commence with respect to any LTIP Units that are a part of the performance pool.

Although the amount of the awards will be determined when the performance pool is established, not all of the awards vest at that time. Instead, one-third of the awards vest on November 30, 2008 and each of the first two anniversaries thereafter based on continued employment.

In the event of a change in control of the Company prior to December 1, 2006, the performance period will be shortened to end on a date immediately prior to such event and the cumulative stockholder return benchmark will be adjusted on a pro rata basis. In the event of a change in control of the Company on or after December 1, 2006 but before November 30, 2008, the performance pool will be calculated assuming the performance period ended on November 30, 2008 and the total return continued at the same annualized rate from the date of the change of control to November 30, 2008 as was achieved from December 1, 2005 to the date of the change of control; provided that the performance pool may not exceed 200% of what it would have been if it was calculated using the total return from December 1, 2005 to the date of the change in control and a pro rated benchmark.  In either case, the performance pool will be formed as described above if the adjusted benchmark target is achieved and fully vested awards will be issued.  If a change in control occurs after the performance period has ended, all unvested awards issued under the 2005 Outperformance Plan will fully vest upon the change in control.

All determinations, interpretations and assumptions relating to the vesting and calculation of the performance awards will be made by the Company’s Compensation Committee.

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Item 1.01.              Entry into a Material Definitive Agreement

On September 29, 2005, SL Green Realty Corp., a real estate investment trust, entered into a new $500 million senior unsecured revolving credit facility (the “Credit Facility”) which can be expanded to $800 million.  The Credit Facility replaces the existing secured and unsecured revolving credit facilities. The three year Credit Facility matures in September 2008, with an option for a one year extension thereafter.  The interest rate, currently LIBOR plus 85 basis points, is subject to adjustment, on a sliding scale, based upon the Company’s senior leverage ratio.

The lending group for the Credit Facility consists of: Wachovia Capital Markets, LLC and KeyBanc Capital Markets as Co-lead Arrangers, Commerzbank New York and Grand Cayman Branches, EuroHypo AG, New York Branch and Wells Fargo, National Association as Co-documentation Agents, Bank of America, N.A., Bank of New York, New York Private Bank & Trust, ING Real Estate Finance (USA), LLC, Sovereign Bank, PNC Bank, National Association, CitiCorp North America, Inc., Deutsche Bank Trust Company, Bank Leumi USA, Union Bank of California N.A., AIB Debt Management Limited, Comerica Bank and Lehman Brothers Commercial Bank.

A copy of the Credit Agreement is attached as exhibit 10.1 to this Current Report on Form 8-K.

Item 1.01.  Entry into a Material Definitive Agreement.

The adoption of SL Green Realty Corp.’s (the “Company”) 2005 Stock Option and Incentive Plan (the “2005 Plan”) was approved by the affirmative vote of a majority of the common stock of the Company present or represented by proxy and entitled to vote at the Company’s Annual Meeting of Stockholders held on May 19, 2005.  The Company grants awards to its directors, executive officers and employees under the 2005 Plan. 

The 2005 Plan and forms of award agreements for nonqualified stock options, restricted stock and other equity awards pursuant to the 2005 Plan are attached hereto as exhibits and hereby incorporated by reference.

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Item 1.01.  Entry into a Material Definitive Agreement.

The Board of Directors of SL Green Realty Corp. (the “Company”) approved a restricted stock award to a group of its executive officers and members of senior management.  The Board of Directors approved the restricted stock award based on the Company’s outstanding performance, particularly in 2004, and on the basis that it would appropriately complement prior long-term restricted stock awards previously granted by the Company.  The restricted stock award was issued on February 1, 2005 in an aggregate amount of 199,700 shares and will vest over a five year period subject to the recipient’s remaining an employee of the Company, with 60% of the award vesting on the fourth and fifth anniversary of the award.  Recipients will have the right to receive dividends on their respective shares of restricted stock commencing on the date of issuance.  The Company will also provide for a tax gross-up on the awards.  The shares of restricted stock are being issued under the Company’s Amended 1997 Stock Option and Incentive Plan.  Grants to the Company's senior executive officers included 54,000 shares to each of Stephen L. Green and Marc Holliday, 30,000 shares to Andrew Mathias, 17,000 shares to Gregory Hughes and 7,500 shares to Gerard T. Nocera.

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