Exhibit
10.19
FIRST
AMENDMENT TO AMENDED AND RESTATED
REVOLVING CREDIT AND GUARANTY AGREEMENT
THIS FIRST AMENDMENT TO
AMENDED AND RESTATED REVOLVING CREDIT AND GUARANTY AGREEMENT
(“ First Amendment ”), dated as of December 16,
2003, is entered into by and among (i) SL GREEN OPERATING
PARTNERSHIP, L.P., a Delaware limited partnership (the
“Borrower”), (ii) SL GREEN REALTY CORP., a Maryland
corporation (the “Company”, and a
“Guarantor”, as such term is defined herein), (iii)
each of the direct and indirect Subsidiaries of the Borrower or the
Company that is a signatory hereto under the caption
“Guarantors” on the signature pages hereto as a
“Guarantor”, (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) FLEET
NATIONAL BANK, a national banking association, as
administrative agent for the Lenders hereunder (in such capacity,
the “Agent”).
RECITALS
A.
The Company, the Borrower, the other
Guarantors, the Lenders, and the Agent are parties to a certain
Amended and Restated Revolving Credit and Guaranty Agreement, dated
as of March 17, 2003 (as it may be further amended, modified or
supplemented from time to time the “ Credit Agreement
”), pursuant to which the Lenders have agreed to make
available to the Borrower revolving loans in an aggregate amount
not to exceed $300,000,000.
B.
The Borrower and the Company have
requested that the Lenders agree to certain amendments of the
Credit Agreement.
C.
The Required Lenders are willing to
amend the Credit Agreement, subject to the terms and conditions of
this First Amendment.
NOW, THEREFORE, for valuable
consideration, the receipt and adequacy of which are hereby
acknowledged, the parties hereto hereby agree as
follows:
1.
Defined
Terms . Unless otherwise
defined herein, capitalized terms used herein shall have the
meanings, if any, assigned to them in the Credit
Agreement.
2.
Amendments to §1.1 of Credit
Agreement .
(i) §1.1 of the Credit
Agreement shall be amended by deleting the definition of “
Unconsolidated Entity ” in its entirety and replacing
it with the following:
“ Unconsolidated Entity
. As of any date, any Person, other than a Wholly Owned
Subsidiary, in whom the Borrower, the Company or any Related
Company holds an Investment, regardless of whether the financial
results of such Person would or would not be consolidated under
Generally Accepted Accounting Principles with
the financial statements of the
Borrower, if such statements were prepared as of such date.
Unconsolidated Entities existing on the date hereof are set forth
in Schedule 1.3.”
(ii)
§1.1 of the Credit Agreement shall be further amended
by inserting the following additional defined terms in their
respective alphabetical order:
(a)
“ As-Is Value .
For any Real Estate Asset set forth on Schedule 8.2(h ) (as
such Schedule shall be amended or supplemented from time to time),
the “as-is” value of such Real Estate Asset as
determined by an appraisal conducted by a Member of the Appraisal
Institute (“MAI”) compliant with the Financial
Institutions Reform, Recovery and Enforcement Act of 1989
(“FIRREA”) supplied by Borrower which is less than one
year old from the date of such determination and which is
acceptable to the Agent and the Borrower; provided, however, that
for any Real Estate Asset for which no such appraisal is available,
“As-Is Value” shall be the value determined by dividing
the Adjusted Net Operating Income for the immediately preceding
fiscal quarter, annualized, for such Real Estate Asset by the
capitalization rate (which shall in no event exceed 9.0%) set forth
for such Real Estate Asset on Schedule 8.2(h) (as such
Schedule shall be amended or supplemented from time to
time).”
(b)
“ 1221 Avenue of the
Americas Investment . An Investment in less than
all of the economic and beneficial ownership interests in the
1221 Avenue of the Americas Owner.
(c)
“ 1221 Avenue of the
Americas Investment Party . Any Affiliate of Borrower
which directly or indirectly owns or controls the 1221 Avenue of
the Americas Investment, provided that if Borrower directly owns or
controls the 1221 Avenue of the Americas Investment, Borrower shall
be the 1221 Avenue of the Americas Investment Party.
(d)
“ 1221 Avenue of the
Americas Investment Period . Any period of time during
which the 1221 Avenue of the Americas Investment Party owns or
controls the 1221 Avenue of the Americas Investment.
(e)
“ 1221 Avenue of the
Americas Owner . Rock-McGraw, Inc., a New York corporation
(“Rock-McGraw”), the fee owner of the premises located
at 1221 Avenue of the Americas, New York, New York as of December
16, 2003, or any successor to Rock-McGraw as fee owner of the
premises located at 1221 Avenue of the Americas, New York, New
York.
(f)
“ Wholly Owned
Subsidiary . As to any Person, a Subsidiary of such Person all
of the outstanding ownership interests of which Subsidiary (other
than directors’ qualifying shares) shall at the time be owned
by such Person or by one or more Wholly Owned Subsidiaries of such
Person.”
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3.
Additional Amendments to Credit
Agreement .
(i) §8.2(h) of the
Credit Agreement is amended by deleting the next to last paragraph
of such Section in its entirety and replacing it with the
following:
“ Notwithstanding the
foregoing to the contrary, if, but only for so long as either (x)
all Indebtedness of the Unconsolidated Entities does not exceed
seventy-two percent (72%) of the aggregate dollar amount of the
As-Is Values for all Real Estate Assets of such Unconsolidated
Entities or (y) Structured Finance Investments do not exceed twelve
percent (12%) of Total Assets, then
(i) the Permitted Investments Cap
shall increase from twenty-five percent (25%) of Total Assets to
(A) during the 1221 Avenue of the Americas Investment Period,
thirty-nine percent (39%) of Total Assets, and (B) during all other
periods, thirty percent (30%) of Total Assets; and
(ii) the Maximum Percentage of Total
Assets in respect of Unconsolidated Entities (as described above)
shall increase from twenty percent (20%) to (A) during the 1221
Avenue of the Americas Investment Period, thirty percent (30%), and
(B) during all other periods, twenty-five percent
(25%).”
(ii) §9.4 of the
Credit Agreement is amended by deleting subsection (ii) in its
entirety and replacing it with the following:
“(ii) The Borrower and
the Company will not at any time permit the outstanding balance of
Secured Recourse Indebtedness to exceed (x) during the 1221
Avenue of the Americas Investment Period, twelve percent (12%) of
Total Assets, or (y) during all other periods, ten percent (10%) of
Total Assets.”
(iii) §9 of the
Credit Agreement is amended by inserting therein a new
§9.9 , as follows:
Ҥ9.9.
Indebtedness of the 1221 Avenue of the Americas Investment
Party . (i) During the 1221 Avenue of the Americas
Investment Period, Indebtedness of the 1221 Avenue of the Americas
Owner will not at any time exceed twenty-five percent (25%) of the
aggregate Adjusted Net Operating Income for the immediately
preceding fiscal quarter, annualized, for the Real Estate Asset
constituting the premises located at 1221 Avenue of the Americas,
New York, New York, divided by eight percent (8%).
(ii) During the 1221 Avenue of the
Americas Investment Period, the aggregate Indebtedness of the
Unconsolidated Entities will not at any time exceed seventy-two
percent (72%) of the aggregate dollar amount of the As-Is Values
for all Real Estate Assets of such Unconsolidated Entities as of
such time.”
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(iv) §9.9 of the Credit
Agreement is amended (x) by renumbering such section as
§9.10 and (y) by deleting therefrom the term
“§9.8” in each instance it appears and inserting
in lieu thereof the term “§9.9”.
(v) The Credit Agreement is further
amended by adding thereto a Schedule 8.2(h) , in the form
and substance set forth on Annex A attached
hereto.
4.
Agreements of
Guarantors . Each of the
Guarantors
(i)
acknowledges and consents to the
execution, delivery and performance by Borrower and the Company of
this First Amendment; and
(ii)
reaffirms and agrees that the
respective Guaranty to which such Guarantor is party under the
Credit Agreement and all other Loan Documents executed and
delivered by such Guarantor to the Agent and the Lenders in
connection with the Credit Agreement are in full force and effect,
without defense, offset or counterclaim and will so
continue.
5.
Representations and
Warranties . Borrower and each of
the Guarantors hereby jointly and severally represent and warrant
to the Agent and the Lenders as follows:
(a)
No Default or
Event of Default has occurred and is continuing, and each of the
representations and warranties set forth in the Credit Agreement
and the other Loan Documents is true and correct as of
