<SUBMISSION>
<ACCESSION-NUMBER>0000912057-02-039492
<TYPE>8-K
<PUBLIC-DOCUMENT-COUNT>15
<PERIOD>20021022
<ITEMS>5
<ITEMS>7
<FILING-DATE>20021023
<FILER>
<COMPANY-DATA>
<CONFORMED-NAME>SL GREEN REALTY CORP
<CIK>0001040971
<ASSIGNED-SIC>6798
<IRS-NUMBER>133956775
<STATE-OF-INCORPORATION>MD
<FISCAL-YEAR-END>1231
</COMPANY-DATA>
<FILING-VALUES>
<FORM-TYPE>8-K
<ACT>34
<FILE-NUMBER>001-13199
<FILM-NUMBER>02796217
</FILING-VALUES>
<BUSINESS-ADDRESS>
<STREET1>420 LEXINGTON AVENUE
<STREET2>ATTN: STEVEN KAHN
<CITY>NEW YORK
<STATE>NY
<ZIP>10170
<PHONE>2125942700
</BUSINESS-ADDRESS>
<MAIL-ADDRESS>
<STREET1>420 LEXINGTON AVENUE
<STREET2>ATTN: STEVEN KAHN
<CITY>NEW YORK
<STATE>NY
<ZIP>10170
</MAIL-ADDRESS>
</FILER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>a2091718z8-k.txt
<DESCRIPTION>FORM 8-K
<TEXT>
<Page>

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT

                                  -------------

                     Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934


                        Date of Report: October 23, 2002


                              SL GREEN REALTY CORP.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)


                                    Maryland
                            (STATE OF INCORPORATION)

              1-13199                             13-3956775
     (COMMISSION FILE NUMBER)                     (IRS EMPLOYER ID. NUMBER)


                              420 Lexington Avenue                  10170
                               New York, New York                   (ZIP CODE)
                    (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)

                                 (212) 594-2700
              (REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)

<Page>

ITEM 5.

     On October 21, 2002 the Company issued a press release announcing its
results for the third quarter ended September 30, 2002. The Company is attaching
the press release as Exhibit 99.1 to this Current Report on Form 8-K.

ITEM 7.     FINANCIAL STATEMENTS AND EXHIBITS

(c)  EXHIBITS

     10.1   First Amended and Restated Agreement of Limited Partnership of SL
            Green Operating Limited Partnership, L.P.

     10.2   First Amendment to the First Amended and Restated Agreement of SL
            Green Operating Limited Partnership, L.P.

     10.3   Modified Agreement of lease of Graybar Building dated December 30,
            1957 between New York State Realty and Terminal Company with Webb &
            Knapp, Inc. and Graysler Corporation

     10.4   Sublease between Webb & Knapp, Inc. and Graysler Corporation and
            Mary F. Finnegan dated December 30, 1957

     10.5   Operating Lease between Mary F. Finnegan and Rose Iacovone dated
            December 30, 1957

     10.6   Operating Sublease between Precision Dynamics Corporation and
            Graybar Building Company dated June 1, 1964

     10.7   Employment and Non-competition Agreement among Stephen L. Green and
            the Company

     10.8   Amended and Restated Employment and Non-competition Agreement
            among Marc Holliday and the Company

     10.9   Employment and Non-competition Agreement among Michael Reid and the
            Company

     10.10  Amended and Restated Employment and Non-competition Agreement
            among Gerard Nocera and the Company

     10.11  Employment and Non-competition Agreement among Thomas E. Wirth and
            the Company

     10.12  Revolving Secured Credit And Guaranty Agreement dated December 20,
            2001

                                        2
<Page>

     10.13  First Amendment to Revolving Credit And Guaranty Agreement dated
            March 30, 2001

     99.1   Press Release

                                        3
<Page>

                                   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.

                               SL GREEN REALTY CORP.


                               /S/ Thomas E. Wirth
                               -------------------------------------------------
                               Thomas E. Wirth
                               Executive Vice President, Chief Financial Officer


Date:  October 23, 2002

                                        4

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>3
<FILENAME>a2091718zex-10_1.htm
<DESCRIPTION>EXHIBIT 10.1
<TEXT>
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</HEAD>
<BODY BGCOLOR="#FFFFFF" LINK=BLUE  VLINK=PURPLE>
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<P ALIGN="RIGHT"><FONT SIZE=2><B>Exhibit 10.1  </B></FONT></P>

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<P ALIGN="CENTER"><FONT SIZE=2><A
NAME="ka8784_first_amended_and_restated_agr__fir03836"> </A>
<A NAME="toc_ka8784_1"> </A>
<BR></FONT><FONT SIZE=2><B>FIRST AMENDED AND RESTATED<BR>  <BR>    AGREEMENT OF LIMITED PARTNERSHIP<BR>  <BR>    OF<BR>  <BR>    SL GREEN OPERATING PARTNERSHIP, L.P.    <BR>  </B></FONT></P>

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<P ALIGN="RIGHT"><FONT SIZE=2>Dated
as of August&nbsp;20, 1997 </FONT></P>

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NAME="ka8784_table_of_contents"> </A>
<A NAME="toc_ka8784_2"> </A>
<BR></FONT><FONT SIZE=2><B>TABLE OF CONTENTS    <BR>  </B></FONT></P>

<P ALIGN="CENTER"><FONT SIZE=2>2</FONT></P>

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<BR></FONT><FONT SIZE=2><B><U>EXHIBIT A</U><BR>  PARTNERS AND<BR>  PARTNERSHIP INTERESTS    <BR>  </B></FONT></P>

<P ALIGN="CENTER"><FONT SIZE=2><A
NAME="kb8784_exhibit_b_capital_account_maintenance"> </A>
<A NAME="toc_kb8784_2"> </A>
<BR></FONT><FONT SIZE=2><B><U>EXHIBIT B</U><BR>  CAPITAL ACCOUNT MAINTENANCE    <BR>  </B></FONT></P>

<P ALIGN="CENTER"><FONT SIZE=2><A
NAME="kb8784_exhibit_c_special_allocation_rules"> </A>
<A NAME="toc_kb8784_3"> </A>
<BR></FONT><FONT SIZE=2><B><U>EXHIBIT C</U><BR>  SPECIAL ALLOCATION RULES    <BR>  </B></FONT></P>

<P ALIGN="CENTER"><FONT SIZE=2><A
NAME="kb8784_exhibit_d_notice_of_redemption"> </A>
<A NAME="toc_kb8784_4"> </A>
<BR></FONT><FONT SIZE=2><B><U>EXHIBIT D</U><BR>  NOTICE OF REDEMPTION    <BR>  </B></FONT></P>

<P ALIGN="CENTER"><FONT SIZE=2><A
NAME="kb8784_exhibit_e_value_of_contributed_property"> </A>
<A NAME="toc_kb8784_5"> </A>
<BR></FONT><FONT SIZE=2><B><U>EXHIBIT E</U><BR>  VALUE OF CONTRIBUTED PROPERTY    <BR>  </B></FONT></P>

<P ALIGN="CENTER"><FONT SIZE=2>3</FONT></P>

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NAME="page_kc8784_1_4"> </A> </FONT></P>

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<P ALIGN="CENTER"><FONT SIZE=2><A
NAME="kc8784_first_amended_and_restated_agr__fir03836"> </A>
<A NAME="toc_kc8784_1"> </A>
<BR></FONT><FONT SIZE=2><B>FIRST AMENDED AND RESTATED<BR>  AGREEMENT OF LIMITED PARTNERSHIP<BR>  OF<BR>  SL GREEN OPERATING PARTNERSHIP, L.P.    <BR>  </B></FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;THIS FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP, dated as of August&nbsp;20, 1997, is entered into by and among SL Green Realty Corp., a
Maryland corporation, as the General Partner of and a Limited Partner in the Partnership, and the Persons (as defined below) whose names are set forth on Exhibit&nbsp;A, as attached hereto (as it
may be amended from time to time). </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;WHEREAS,
the Partnership was formed on June&nbsp;4, 1997, and, on June&nbsp;11, 1997, the Partnership adopted an Agreement of Limited Partnership (the "Prior Agreement"); and </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;WHEREAS,
the parties hereto will make certain capital contributions to the Partnership; </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;NOW,
THEREFORE, in consideration of the mutual covenants set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged,
the parties hereto hereby amend and restate the Prior Agreement in its entirety and agree to continue the Partnership as a limited partnership under the Delaware Revised Uniform Limited Partnership
Act, as amended from time to time, as follows: </FONT></P>

<P ALIGN="CENTER"><FONT SIZE=2><A
NAME="kc8784_article_i._defined_terms"> </A>
<A NAME="toc_kc8784_2"> </A>
<BR></FONT><FONT SIZE=2><B>ARTICLE I.<BR>  <BR>    DEFINED TERMS    <BR>  </B></FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The following definitions shall be for all purposes, unless otherwise clearly indicated to the contrary, applied to the terms used in this Agreement. </FONT></P>


<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;"</FONT><FONT
SIZE=2><I>Act</I></FONT><FONT SIZE=2>" means the Delaware Revised Uniform Limited Partnership Act, 6 Del. C. &sect;17-101, et seq., as it may be amended
from time to time, and any successor to such statute. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;"</FONT><FONT
SIZE=2><I>Additional Limited Partner</I></FONT><FONT SIZE=2>" means a Person admitted to the Partnership as a Limited Partner pursuant to Section&nbsp;12.2 hereof and
who is shown as such on the books and records of the Partnership. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;"</FONT><FONT
SIZE=2><I>Adjusted Capital Account</I></FONT><FONT SIZE=2>" means the Capital Account maintained for each Partner as of the end of each Partnership Year
(i)&nbsp;increased by any amounts which such Partner is obligated to restore pursuant to any provision of this Agreement or is deemed to be obligated to restore pursuant to the penultimate sentences
of Regulations Sections 1.704-2(g)(1) and 1.704-2(i)(5) and (ii)&nbsp;decreased by the items described in Regulations Sections 1.704-l(b)(2)(ii)(d)(4),
1.704-1(b)(2)(ii)(d)(5) and 1.704-l(b)(2)(ii)(d)(6). The foregoing definition of Adjusted Capital Account is intended to comply with the provisions of Regulations
Section&nbsp;1.704-l(b)(2)(ii)(d) and shall be interpreted consistently therewith. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;"</FONT><FONT
SIZE=2><I>Adjusted Capital Account Deficit</I></FONT><FONT SIZE=2>" means, with respect to any Partner, the deficit balance, if any, in such Partner's Adjusted Capital
Account as of the end of the relevant Partnership Year. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;"</FONT><FONT
SIZE=2><I>Adjusted Property</I></FONT><FONT SIZE=2>" means any property the Carrying Value of which has been adjusted pursuant to Exhibit&nbsp;B hereto. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;"</FONT><FONT
SIZE=2><I>Adjustment Date</I></FONT><FONT SIZE=2>" has the meaning set forth in Section&nbsp;4.2.B hereof. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;"</FONT><FONT
SIZE=2><I>Affiliate</I></FONT><FONT SIZE=2>" means, with respect to any Person, (i)&nbsp;any Person directly or indirectly controlling, controlled by or under common
control with such Person, (ii)&nbsp;any Person owning or controlling ten percent (10%) or more of the outstanding voting interests of such Person, (iii)&nbsp;any Person of which such Person owns
or controls ten percent (10%) or more of the voting interests or (iv)&nbsp;any officer, director, general partner or trustee of such Person or any Person referred to in clauses (i), (ii), and
(iii)&nbsp;above. For purposes of this definition, "control," when used with respect to any Person, means the </FONT></P>

<P ALIGN="CENTER"><FONT SIZE=2>4</FONT></P>

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<P><FONT SIZE=2>
power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise, and the terms "controlling" and
"controlled" have meanings correlative to the foregoing. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;"</FONT><FONT
SIZE=2><I>Agreed Value</I></FONT><FONT SIZE=2>" means (i)&nbsp;in the case of any Contributed Property contributed to the Partnership as part of or in connection with
the Consolidation, the amount set forth on Exhibit&nbsp;E attached hereto as the Agreed Value of such Property; (ii)&nbsp;in the case of any other Contributed Property, the 704(c) Value of such
property as of the time of its contribution to the Partnership, reduced by any liabilities either assumed by the Partnership upon such contribution or to which such property is subject when
contributed; and (iii)&nbsp;in the case of any property distributed to a Partner by the Partnership, the Partnership's Carrying Value of such property at the time such property is distributed,
reduced by any indebtedness either assumed by such Partner upon such distribution or to which such property is
subject at the time of distribution as determined under Section&nbsp;752 of the Code and the Regulations thereunder. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;"</FONT><FONT
SIZE=2><I>Agreement</I></FONT><FONT SIZE=2>" means this First Amended and Restated Agreement of Limited Partnership, as it may be amended, supplemented or restated from
time to time. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;"</FONT><FONT
SIZE=2><I>Articles of Incorporation</I></FONT><FONT SIZE=2>" means the Articles of Incorporation or other organizational document governing the General Partner, as amended
or restated from time to time. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;"</FONT><FONT
SIZE=2><I>Assignee</I></FONT><FONT SIZE=2>" means a Person to whom one or more Partnership Units have been transferred in a manner permitted under this Agreement, but who
has not become a Substituted Limited Partner, and who has the rights set forth in Section&nbsp;11.5 hereof. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;"</FONT><FONT
SIZE=2><I>Available Cash</I></FONT><FONT SIZE=2>" means, with respect to any period for which such calculation is being made: </FONT></P>

<UL>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)
all cash revenues and funds received by the Partnership from whatever source (excluding the proceeds of any Capital Contribution) plus the amount of any reduction (including, without
limitation, a reduction resulting because the General Partner determines such amounts are no longer necessary) in reserves of the Partnership, which reserves are referred to in
clause&nbsp;(b)(iv)&nbsp;below; </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)
less the sum of the following (except to the extent made with the proceeds of any Capital Contribution): </FONT></P>

<UL>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i)
all interest, principal and other debt payments made during such period by the Partnership, </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i)
all cash expenditures (including capital expenditures) made by the Partnership during such period, </FONT></P>


<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(ii)
investments in any entity (including loans made thereto) to the extent that such investments are permitted under this Agreement and are not otherwise described in clauses
(b)(i)&nbsp;or (ii), and </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(iii)
the amount of any increase in reserves established during such period which the General Partner determines is necessary or appropriate in its sole and absolute discretion. </FONT></P>

</UL>
</UL>

<P><FONT SIZE=2>Notwithstanding
the foregoing, Available Cash shall not include any cash received or reductions in reserves, or take into account any disbursements made or reserves established, after commencement of
the dissolution and liquidation of the Partnership. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;"</FONT><FONT
SIZE=2><I>Book-Tax Disparities</I></FONT><FONT SIZE=2>" means, with respect to any item of Contributed Property or Adjusted Property, as of the date of any
determination, the difference between the Carrying Value of such Contributed Property or Adjusted Property and the adjusted basis thereof for federal income tax purposes as of such date. A Partner's
share of the Partnership's Book-Tax Disparities in all of its </FONT></P>

<P ALIGN="CENTER"><FONT SIZE=2>5</FONT></P>

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<P><FONT SIZE=2>
Contributed Property and Adjusted Property will be reflected by the difference between such Partner's Capital Account balance as maintained pursuant to <U>Exhibit&nbsp;B</U>
hereto and the hypothetical balance of such Partner's Capital Account computed as if it had been maintained, with respect to each such Contributed Property or Adjusted Property, strictly in accordance
with federal income tax accounting principles. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;"</FONT><FONT
SIZE=2><I>Business Day</I></FONT><FONT SIZE=2>" means any day except a Saturday, Sunday or other day on which commercial banks in New York, New York are authorized or
required by law to close. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;"</FONT><FONT
SIZE=2><I>Capital Account</I></FONT><FONT SIZE=2>" means the Capital Account maintained for a Partner pursuant to <U>Exhibit&nbsp;B</U> hereto. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;"</FONT><FONT
SIZE=2><I>Capital Contribution</I></FONT><FONT SIZE=2>" means, with respect to any Partner, any cash, cash equivalents or the Agreed Value of Contributed Property which
such Partner contributes or is deemed to contribute to the Partnership pursuant to Section&nbsp;4.1 or 4.2 hereof. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;"</FONT><FONT
SIZE=2><I>Carrying Value</I></FONT><FONT SIZE=2>" means (i)&nbsp;with respect to a Contributed Property or Adjusted Property, the 704(c) Value of such property reduced
(but not below zero) by all Depreciation with respect to such Contributed Property or Adjusted Property, as the case may be, charged to the Partners' Capital Accounts and (ii)&nbsp;with respect to
any other Partnership property, the adjusted basis of such property for federal income tax purposes, all as of the time of determination. The Carrying Value of any property shall be adjusted from time
to time in accordance with <U>Exhibit&nbsp;B</U> hereto, and to reflect changes, additions or other adjustments to the Carrying Value for dispositions and acquisitions of
Partnership properties, as deemed appropriate by the General Partner. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;"</FONT><FONT
SIZE=2><I>Cash Amount</I></FONT><FONT SIZE=2>" means an amount of cash equal to the Value on the Valuation Date of the Shares Amount. </FONT></P>


<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;"</FONT><FONT
SIZE=2><I>Certificate</I></FONT><FONT SIZE=2>" means the Certificate of Limited Partnership relating to the Partnership filed in the office of the Delaware Secretary of
State on June&nbsp;12, 1997, as amended from time to time in accordance with the terms hereof and the Act. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;"</FONT><FONT
SIZE=2><I>Charter Documents</I></FONT><FONT SIZE=2>" has the meaning set forth in Section&nbsp;7.11.D hereof. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;"</FONT><FONT
SIZE=2><I>Class A</I></FONT><FONT SIZE=2>" has the meaning set forth in Section&nbsp;5.1.C hereof. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;"</FONT><FONT
SIZE=2><I>Class&nbsp;A Share</I></FONT><FONT SIZE=2>" has the meaning set forth in Section&nbsp;5.1.C hereof. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;"</FONT><FONT
SIZE=2><I>Class&nbsp;A Unit</I></FONT><FONT SIZE=2>" means any Partnership Unit that is not specifically designated by the General Partner as being of another specified
class of Partnership Units. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;"</FONT><FONT
SIZE=2><I>Class B</I></FONT><FONT SIZE=2>" has the meaning set forth in Section&nbsp;5.1.C hereof. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;"</FONT><FONT
SIZE=2><I>Class&nbsp;B Share</I></FONT><FONT SIZE=2>" has the meaning set forth in Section&nbsp;5.1.C hereof. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;"</FONT><FONT
SIZE=2><I>Class&nbsp;B Unit</I></FONT><FONT SIZE=2>" means a Partnership Unit that is specifically designated by the General Partner as being a Class&nbsp;B Unit. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;"</FONT><FONT
SIZE=2><I>Code</I></FONT><FONT SIZE=2>" means the Internal Revenue Code of 1986, as amended and in effect from time to time, as interpreted by the applicable Regulations
thereunder. Any reference herein to a specific section or sections of the Code shall be deemed to include a reference to any corresponding provision of future law. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;"</FONT><FONT
SIZE=2><I>Consent</I></FONT><FONT SIZE=2>" means the consent or approval of a proposed action by a Partner given in accordance with Section&nbsp;14.2 hereof. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;"</FONT><FONT
SIZE=2><I>Consent of Certain Limited Partners</I></FONT><FONT SIZE=2>" means Consent of the holders of 75% in the aggregate of the 673 First Avenue Units and the 470 Park
Avenue South Units, collectively considered as one group. </FONT></P>

<P ALIGN="CENTER"><FONT SIZE=2>6</FONT></P>

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<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;"</FONT><FONT
SIZE=2><I>Consent of the Outside Limited Partners</I></FONT><FONT SIZE=2>" means the Consent of Limited Partners (excluding for this purpose any Limited Partnership
Interests held by the General Partner, any Person of which the General Partner owns or controls more than fifty percent (50%) of the voting interests and any Person owning or controlling, directly or
indirectly, more than fifty percent (50%) of the outstanding voting interests of the General Partner) holding Percentage Interests that are greater than fifty percent (50%) of the aggregate Percentage
Interest of all Limited Partners who are not excluded for the purposes hereof. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;"</FONT><FONT
SIZE=2><I>Consolidation</I></FONT><FONT SIZE=2>" means the transactions whereby the Partnership will acquire interests in certain office properties located in midtown
Manhattan and certain property management and construction businesses, which provide services to those properties and to other properties in the New York metropolitan area, in exchange for Partnership
Units upon completion of an initial public offering by S.L. Green Realty Corporation. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;"</FONT><FONT
SIZE=2><I>Consolidation Transaction</I></FONT><FONT SIZE=2>" has the meaning set forth in Section&nbsp;7.11.C.(5) hereof. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;"</FONT><FONT
SIZE=2><I>Contributed Property</I></FONT><FONT SIZE=2>" means each property or other asset contributed to the Partnership, in such form as may be permitted by the Act, but
excluding cash contributed or deemed contributed to the Partnership. Once the Carrying Value of a Contributed Property is adjusted pursuant to <U>Exhibit&nbsp;B</U> hereto,
such property shall no longer constitute a Contributed Property for purposes of <U>Exhibit&nbsp;B</U> hereto, but shall be deemed an Adjusted Property for such purposes. </FONT></P>


<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;"</FONT><FONT
SIZE=2><I>Conversion Factor</I></FONT><FONT SIZE=2>" means 1.0; provided that in the event that the General Partner Entity (i)&nbsp;declares or pays a dividend on its
outstanding Shares in Shares or makes a distribution to all holders of its outstanding Shares in Shares, (ii)&nbsp;subdivides its outstanding Shares or (iii)&nbsp;combines its outstanding Shares
into a smaller number of Shares, the Conversion Factor shall be adjusted by multiplying the Conversion Factor by a fraction, the numerator of which shall be the number of Shares issued and outstanding
on the record date for such dividend, distribution, subdivision or combination (assuming for such purposes that such dividend, distribution, subdivision or combination has occurred as of such time)
and the denominator of which shall be the actual number of Shares (determined without the above assumption) issued and outstanding on the record date for such dividend, distribution, subdivision or
combination; and </FONT><FONT SIZE=2><I>provided, further</I></FONT><FONT SIZE=2> that in the event that an entity shall cease to be the General Partner Entity (the "Predecessor Entity") and another
entity shall become the General Partner Entity (the "Successor Entity"), the Conversion Factor shall be adjusted by multiplying the Conversion Factor by a fraction, the numerator of which is the Value
of one share of the Predecessor Entity, determined as of the time immediately prior to when the Successor Entity becomes the General Partner Entity, and the denominator of which is the Value of one
Share of the Successor Entity determined as of that same date. (For purposes of the second proviso in the preceding sentence, in the event that any stockholders of the Predecessor Entity will receive
consideration in connection with the transaction in which the Successor Entity becomes the General Partner Entity, the numerator in the fraction described above for determining the adjustment to the
Conversion Factor (that is, the Value of one Share of the Predecessor Entity) shall be the sum of the greatest amount of cash and the fair market value of any securities and other consideration that
the holder of one Share in the Predecessor Entity could have received in such transaction (determined without regard to any provisions governing
fractional shares).) Any adjustment to the Conversion Factor shall become effective immediately after the effective date of such event retroactive to the record date, if any, for the event giving rise
thereto; it being intended that (x)&nbsp;adjustments to the Conversion Factor are to be made in order to avoid unintended dilution or anti-dilution as a result of transactions in which
Shares are issued, redeemed or exchanged without a corresponding issuance, redemption or exchange of Partnership Units and (y)&nbsp;if a Specified Redemption Date shall fall between the record date
and the effective date of any event of the type described above, that the Conversion Factor applicable to such redemption shall be adjusted to take into account such event. </FONT></P>

<P ALIGN="CENTER"><FONT SIZE=2>7</FONT></P>

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<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;"</FONT><FONT
SIZE=2><I>Debt</I></FONT><FONT SIZE=2>" means, as to any Person, as of any date of determination, (i)&nbsp;all indebtedness of such Person for borrowed money or for the
deferred purchase price of property or services, (ii)&nbsp;all amounts owed by such Person to banks or other Persons in respect of reimbursement obligations under letters of credit, surety bonds and
other similar instruments guaranteeing payment or other performance of obligations by such Person, (iii)&nbsp;all indebtedness for borrowed money or for the deferred purchase price of property or
services secured by any lien on any property owned by such Person, to the extent attributable to such Person's interest in such property, even though such Person has not assumed or become liable for
the payment thereof, and (iv)&nbsp;obligations of such Person incurred in connection with entering into a lease which, in accordance with generally accepted accounting principles, should be
capitalized. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;"</FONT><FONT
SIZE=2><I>Deemed Partnership Interest Value</I></FONT><FONT SIZE=2>" means, as of any date with respect to any class of Partnership Interests, the Deemed Value of the
Partnership Interest of such class multiplied by the applicable Partner's Percentage Interest of such class. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;"</FONT><FONT
SIZE=2><I>Deemed Value of the Partnership Interest</I></FONT><FONT SIZE=2>" means, as of any date with respect to any class of Partnership Interests, (a)&nbsp;if the
shares of common stock (or other comparable equity interests) of the General Partner are Publicly Traded (i)&nbsp;the total number of shares of capital stock (or other comparable equity interest) of
the General Partner corresponding to such class of Partnership Interest (as provided for in Section&nbsp;4.2.B hereof) issued and outstanding as of the close of business on such date (excluding any
treasury shares) multiplied by the Value of a share of such capital stock (or other comparable equity interest) on such date </FONT><FONT SIZE=2><I>divided by</I></FONT><FONT SIZE=2> (ii)&nbsp;the
Percentage Interest of the General Partner in such class of Partnership Interests on such date, and (b)&nbsp;otherwise, the aggregate Value of such class of Partnership Interests determined as set
forth in the fourth and fifth sentences of the definition of Value. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;"</FONT><FONT
SIZE=2><I>Depreciation</I></FONT><FONT SIZE=2>" means, for each fiscal year, an amount equal to the federal income tax depreciation, amortization, or other cost recovery
deduction allowable with respect to an asset for such year, except that if the Carrying Value of an asset differs from its adjusted basis for federal income tax purposes at the beginning of such year
or other period, Depreciation shall be an amount which bears the same ratio to such beginning Carrying Value as the federal income tax depreciation, amortization, or other cost recovery deduction for
such year bears to such beginning adjusted tax basis; </FONT><FONT SIZE=2><I>provided, however,</I></FONT><FONT SIZE=2> that if the federal income tax depreciation, amortization, or other cost
recovery deduction for such year is zero, Depreciation shall be determined with reference to such beginning Carrying Value using any reasonable method selected by the General Partner. </FONT></P>


<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;"</FONT><FONT
SIZE=2><I>Distribution Period</I></FONT><FONT SIZE=2>" has the meaning set forth in Section&nbsp;5.1.C hereof. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;"</FONT><FONT
SIZE=2><I>Effective Date</I></FONT><FONT SIZE=2>" means the date of the closing of the Consolidation. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;"</FONT><FONT
SIZE=2><I>Equity Merger</I></FONT><FONT SIZE=2>" has the meaning set forth in Section&nbsp;7.11.D hereof. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;"</FONT><FONT
SIZE=2><I>ERISA</I></FONT><FONT SIZE=2>" means the Employee Retirement Income Security Act of 1974, as amended. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;"</FONT><FONT
SIZE=2><I>Exchange Act</I></FONT><FONT SIZE=2>" means the Securities Exchange Act of 1934, as amended. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;"</FONT><FONT
SIZE=2><I>Exchanged Property</I></FONT><FONT SIZE=2>" has the meaning set forth in Section&nbsp;7.11.C hereof. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;"</FONT><FONT
SIZE=2><I>470 Park South, L.P.</I></FONT><FONT SIZE=2>" means 470 Park Avenue South, L.P., a New York limited partnership. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;"</FONT><FONT
SIZE=2><I>470 Park Avenue South Property</I></FONT><FONT SIZE=2>" has the meaning set forth in Section&nbsp;7.11.C hereof. </FONT></P>


<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;"</FONT><FONT
SIZE=2><I>470 Park Avenue South Units</I></FONT><FONT SIZE=2>" has the meaning set forth in Section&nbsp;7.11.C hereof. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;"</FONT><FONT
SIZE=2><I>Funding Debt</I></FONT><FONT SIZE=2>" means the incurrence of any Debt by or on behalf of the General Partner for the purpose of providing funds to the
Partnership. </FONT></P>

<P ALIGN="CENTER"><FONT SIZE=2>8</FONT></P>

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<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;"</FONT><FONT
SIZE=2><I>General Partner</I></FONT><FONT SIZE=2>" means S.L. Green Realty Corporation, a Maryland corporation, or its successors as general partner of the Partnership. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;"</FONT><FONT
SIZE=2><I>General Partner Entity</I></FONT><FONT SIZE=2>" means the General Partner; provided, however, that if (i)&nbsp;the shares of common stock (or other comparable
equity interests) of the General Partner are at any time not Publicly Traded
and (ii)&nbsp;the shares of common stock (or other comparable equity interests) of an entity that owns, directly or indirectly, fifty percent (50%) or more of the shares of common stock (or other
comparable equity interests) of the General Partner are Publicly Traded, the term "General Partner Entity" shall refer to such entity whose shares of common stock (or other comparable equity
securities) are Publicly Traded. If both requirements set forth in clauses (i)&nbsp;and (ii)&nbsp;above are not satisfied, then the term "General Partner Entity" shall mean the General Partner. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;"</FONT><FONT
SIZE=2><I>General Partner Payment</I></FONT><FONT SIZE=2>" has the meaning set forth in Section&nbsp;15.14 hereof. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;"</FONT><FONT
SIZE=2><I>General Partnership Interest</I></FONT><FONT SIZE=2>" means a Partnership Interest held by the General Partner that is a general partnership interest. A General
Partnership Interest may be expressed as a number of Partnership Units. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;"</FONT><FONT
SIZE=2><I>IRS</I></FONT><FONT SIZE=2>" means the Internal Revenue Service, which administers the internal revenue laws of the United States. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;"</FONT><FONT
SIZE=2><I>Immediate Family</I></FONT><FONT SIZE=2>" means, with respect to any natural Person, such natural Person's spouse, parents, descendants, nephews, nieces,
brothers, and sisters. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;"</FONT><FONT
SIZE=2><I>Incapacity</I></FONT><FONT SIZE=2>" or "</FONT><FONT SIZE=2><I>Incapacitated</I></FONT><FONT SIZE=2>" means, (i)&nbsp;as to any individual Partner, death,
total physical disability or entry by a court of competent jurisdiction adjudicating such Partner incompetent to manage his or her Person or estate, (ii)&nbsp;as to any corporation which is a
Partner, the filing of a certificate of dissolution, or its equivalent, for the corporation or the revocation of its charter, (iii)&nbsp;as to any partnership which is a Partner, the dissolution and
commencement of winding up of the partnership, (iv)&nbsp;as to any estate which is a Partner, the distribution by the fiduciary of the estate's entire interest in the Partnership, (v)&nbsp;as to
any trustee of a trust which is a Partner, the termination of the trust (but not the substitution of a new trustee) or (vi)&nbsp;as to any Partner, the bankruptcy of such Partner. For purposes of
this definition, bankruptcy of a Partner shall be deemed to have occurred when (a)&nbsp;the Partner commences a voluntary proceeding seeking liquidation, reorganization or other relief under any
bankruptcy, insolvency or other similar law now or hereafter in effect, (b)&nbsp;the Partner is adjudged as bankrupt or insolvent, or a final and nonappealable order for relief under any bankruptcy,
insolvency or similar law now or hereafter in effect has been entered against the Partner, (c)&nbsp;the Partner executes and delivers a general assignment for the benefit of the Partner's creditors,
(d)&nbsp;the Partner files an answer or other pleading admitting or failing to contest the material allegations of a petition filed against the Partner in any proceeding of the nature described in
clause&nbsp;(b) above, (e)&nbsp;the Partner seeks, consents to or acquiesces in the appointment of a trustee, receiver or liquidator for the Partner or for all or any substantial part of the
Partner's properties, (f)&nbsp;any proceeding seeking liquidation, reorganization or other relief under any bankruptcy, insolvency or other similar law now or hereafter in effect has not been
dismissed within one hundred twenty (120)&nbsp;days after the commencement thereof, (g)&nbsp;the appointment without the Partner's consent or acquiescence of a trustee, receiver or liquidator has
not been vacated or stayed within ninety (90)&nbsp;days of such appointment or (h)&nbsp;an appointment referred to in clause&nbsp;(g) is not vacated within ninety (90)&nbsp;days after the
expiration of any such stay. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;"</FONT><FONT
SIZE=2><I>Indemnitee</I></FONT><FONT SIZE=2>" means (i)&nbsp;any Person made a party to a proceeding or threatened with being made a party to a proceeding by reason of
its status as (A)&nbsp;the General Partner, (B)&nbsp;a Limited Partner or (C)&nbsp;a director or officer of the Partnership or the General Partner and (ii)&nbsp;such other Persons (including
Affiliates of the General Partner, a Limited Partner or the Partnership) as the General Partner may </FONT></P>

<P ALIGN="CENTER"><FONT SIZE=2>9</FONT></P>

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<P><FONT SIZE=2>
designate from time to time (whether before or after the event giving rise to potential liability), in its sole and absolute discretion. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;"</FONT><FONT
SIZE=2><I>Limited Partner</I></FONT><FONT SIZE=2>" means any Person named as a Limited Partner in Exhibit&nbsp;A attached hereto, as such Exhibit may be amended and
restated from time to time, or any Substituted Limited Partner or Additional Limited Partner, in such Person's capacity as a Limited Partner in the Partnership. </FONT></P>


<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;"</FONT><FONT
SIZE=2><I>Limited Partnership Interest</I></FONT><FONT SIZE=2>" means a Partnership Interest of a Limited Partner in the Partnership representing a fractional part of the
Partnership Interests of all Limited Partners and includes any and all benefits to which the holder of such a Partnership Interest may be entitled as provided in this Agreement, together with all
obligations of such Person to comply with the terms and provisions of this Agreement. A Limited Partnership Interest may be expressed as a number of Partnership Units. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;"</FONT><FONT
SIZE=2><I>Liquidating Event</I></FONT><FONT SIZE=2>" has the meaning set forth in Section&nbsp;13.1 hereof. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;"</FONT><FONT
SIZE=2><I>Liquidating Transaction</I></FONT><FONT SIZE=2>" has the meaning set forth in Section&nbsp;7.11.C hereof. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;"</FONT><FONT
SIZE=2><I>Liquidator</I></FONT><FONT SIZE=2>" has the meaning set forth in Section&nbsp;13.2.A hereof. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;"</FONT><FONT
SIZE=2><I>Net Income</I></FONT><FONT SIZE=2>" means, for any taxable period, the excess, if any, of the Partnership's items of income and gain for such taxable period over
the Partnership's items of loss and deduction for such taxable period. The items included in the calculation of Net Income shall be determined in accordance with
<U>Exhibit&nbsp;B</U> hereto. If an item of income, gain, loss or deduction that has been included in the initial computation of Net Income is subjected to the special
allocation rules in <U>Exhibit&nbsp;C</U> hereto, Net Income or the resulting Net Loss, whichever the case may be, shall be recomputed without regard to such item. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;"</FONT><FONT
SIZE=2><I>Net Loss</I></FONT><FONT SIZE=2>" means, for any taxable period, the excess, if any, of the Partnership's items of loss and deduction for such taxable period
over the Partnership's items of income and gain for such taxable period. The items included in the calculation of Net Loss shall be determined in accordance with
<U>Exhibit&nbsp;B</U>. If an item of income, gain, loss or deduction that has been included in the initial computation of Net Loss is subjected to the special allocation rules
in <U>Exhibit&nbsp;C</U> hereto, Net Loss or the resulting Net Income, whichever the case may be, shall be recomputed without regard to such item. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;"</FONT><FONT
SIZE=2><I>New Securities</I></FONT><FONT SIZE=2>" means (i)&nbsp;any rights, options, warrants or convertible or exchangeable securities having the right to subscribe
for or purchase shares of capital stock (or other comparable equity interest) of the General Partner, excluding grants under any Stock Option Plan, or (ii)&nbsp;any Debt issued by the General
Partner that provides any of the rights described in clause&nbsp;(i). </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;"</FONT><FONT
SIZE=2><I>Nonrecourse Built-in Gain</I></FONT><FONT SIZE=2>" means, with respect to any Contributed Properties or Adjusted Properties that are subject to a
mortgage or negative pledge securing a Nonrecourse Liability, the amount of any taxable gain that would be allocated to the Partners pursuant to Section&nbsp;2.B of
<U>Exhibit&nbsp;C</U>hereto if such properties were disposed of in a taxable transaction in full satisfaction of such liabilities and for no other consideration. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;"</FONT><FONT
SIZE=2><I>Nonrecourse Deductions</I></FONT><FONT SIZE=2>" has the meaning set forth in Regulations Section&nbsp;1.704-2(b)(1), and the amount of Nonrecourse
Deductions for a Partnership Year shall be determined in accordance with the rules of Regulations Section&nbsp;1.704-2(c). </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;"</FONT><FONT
SIZE=2><I>Nonrecourse Liability</I></FONT><FONT SIZE=2>" has the meaning set forth in Regulations Section&nbsp;1.752-1(a)(2). </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;"</FONT><FONT
SIZE=2><I>Notice of Redemption</I></FONT><FONT SIZE=2>" means a Notice of Redemption substantially in the form of <U>Exhibit&nbsp;D</U> attached
hereto. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;"</FONT><FONT
SIZE=2><I>Partner</I></FONT><FONT SIZE=2>" means the General Partner or a Limited Partner, and "Partners" means the General Partner and the Limited Partners. </FONT></P>

<P ALIGN="CENTER"><FONT SIZE=2>10</FONT></P>

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<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;"</FONT><FONT
SIZE=2><I>Partner Minimum Gain</I></FONT><FONT SIZE=2>" means an amount, with respect to each Partner Nonrecourse Debt, equal to the Partnership Minimum Gain that would
result if such Partner Nonrecourse Debt were treated as a Nonrecourse Liability, determined in accordance with Regulations Section&nbsp;1.704-2(i)(3). </FONT></P>


<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;"</FONT><FONT
SIZE=2><I>Partner Nonrecourse Debt</I></FONT><FONT SIZE=2>" has the meaning set forth in Regulations Section&nbsp;1.704-2(b)(4). </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;"</FONT><FONT
SIZE=2><I>Partner Nonrecourse Deductions</I></FONT><FONT SIZE=2>" has the meaning set forth in Regulations Section&nbsp;1.704-2(i)(2), and the amount of
Partner Nonrecourse Deductions with respect to a Partner Nonrecourse Debt for a Partnership Year shall be determined in accordance with the rules of Regulations
Section&nbsp;1.704-2(i)(2). </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;"</FONT><FONT
SIZE=2><I>Partnership</I></FONT><FONT SIZE=2>" means the limited partnership formed under the Act and continued upon the terms and conditions set forth in this Agreement,
and any successor thereto. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;"</FONT><FONT
SIZE=2><I>Partnership Interest</I></FONT><FONT SIZE=2>" means a Limited Partnership Interest or the General Partnership Interest and includes any and all benefits to which
the holder of such a Partnership Interest may be entitled as provided in this Agreement, together with all obligations of such Person to comply with the terms and provisions of this Agreement. A
Partnership Interest may be expressed as a number of Partnership Units. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;"</FONT><FONT
SIZE=2><I>Partnership Minimum Gain</I></FONT><FONT SIZE=2>" has the meaning set forth in Regulations Section&nbsp;1.704-2(b)(2), and the amount of
Partnership Minimum Gain, as well as any net increase or decrease in Partnership Minimum Gain, for a Partnership Year shall be determined in accordance with the rules of Regulations
Section&nbsp;1.704-2(d). </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;"</FONT><FONT
SIZE=2><I>Partnership Record Date</I></FONT><FONT SIZE=2>" means the record date established by the General Partner either (i)&nbsp;for the distribution of Available
Cash pursuant to Section&nbsp;5.1 hereof, which record date shall be the same as the record date established by the General Partner Entity for a distribution to its stockholders of some or all of
its portion of such distribution received by the General Partner if the shares of common stock (or comparable equity interests) of the General Partner Entity are Publicly Traded, or (ii)&nbsp;if
applicable, for determining the Partners entitled to vote on or consent to any proposed action for which the consent or approval of the Partners is sought pursuant to Section&nbsp;14.2 hereof. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;"</FONT><FONT
SIZE=2><I>Partnership Unit</I></FONT><FONT SIZE=2>" means a fractional, undivided share of the Partnership Interests of all Partners issued pursuant to, Sections 4.1 and
4.2 hereof, and includes Class&nbsp;A Units, Class&nbsp;B Units and any other classes or series of Partnership Units established after the date hereof. The number of Partnership Units outstanding
and the Percentage Interests in the Partnership represented by such Partnership Units are set forth in <U>Exhibit&nbsp;A</U> hereto, as such Exhibit may be amended and restated
from time to time. The ownership of Partnership Units may be evidenced by a certificate in a form approved by the General Partner. </FONT></P>


<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;"</FONT><FONT
SIZE=2><I>Partnership Year</I></FONT><FONT SIZE=2>" means the fiscal year of the Partnership, which shall be the calendar year. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;"</FONT><FONT
SIZE=2><I>Percentage Interest</I></FONT><FONT SIZE=2>" means, as to a Partner holding a class of Partnership Interests, its interest in such class, determined by dividing
the Partnership Units of such class owned by such Partner by the total number of Partnership Units of such class then outstanding as specified in <U>Exhibit&nbsp;A</U> attached
hereto, as such exhibit may be amended and restated from time to time, multiplied by the aggregate Percentage Interest allocable to such class of Partnership Interests. In the event that the
Partnership shall at any time have outstanding more than one class of Partnership Interests, the Percentage Interest attributable to each class of Partnership Interests shall be determined as set
forth in Section&nbsp;4.2.B hereof. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;"</FONT><FONT
SIZE=2><I>Person</I></FONT><FONT SIZE=2>" means a natural person, partnership (whether general or limited), trust, estate, association, corporation, limited liability
company, unincorporated organization, custodian, nominee or any other individual or entity in its own or any representative capacity. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;"</FONT><FONT
SIZE=2><I>Predecessor Entity</I></FONT><FONT SIZE=2>" has the meaning set forth in the definition of "Conversion Factors herein. </FONT></P>

<P ALIGN="CENTER"><FONT SIZE=2>11</FONT></P>

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<BR>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;"</FONT><FONT
SIZE=2><I>Publicly Traded</I></FONT><FONT SIZE=2>" means listed or admitted to trading on the New York Stock Exchange, the American Stock Exchange or another national
securities exchange or designated for quotation on the NASDAQ National Market, or any successor to any of the foregoing. </FONT></P>


<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;"</FONT><FONT
SIZE=2><I>Qualified REIT Subsidiary</I></FONT><FONT SIZE=2>" means any Subsidiary of the General Partner that is a "qualified REIT subsidiary" within the meaning
Section&nbsp;856(i)&nbsp;of the Code. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;"</FONT><FONT
SIZE=2><I>Recapture Income</I></FONT><FONT SIZE=2>" means any gain recognized by the Partnership (computed without regard to any adjustment required by Section&nbsp;743
of the Code) upon the disposition of any property or asset of the Partnership, which gain is characterized as ordinary income because it represents the recapture of deductions previously taken with
respect to such property or asset. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;"</FONT><FONT
SIZE=2><I>Redeeming Partner</I></FONT><FONT SIZE=2>" has the meaning set forth in Section&nbsp;8.6.A hereof. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;"</FONT><FONT
SIZE=2><I>Redemption Amount</I></FONT><FONT SIZE=2>" means either the Cash Amount or the Shares Amount, as determined by the General Partner in its sole and absolute
discretion; provided that in the event that the Shares are not Publicly Traded at the time a Redeeming Partner exercises its Redemption Right the Redemption Amount shall be paid only in the form of
the Cash Amount unless the Redeeming Partner, in its sole and absolute discretion, consents to payment of the Redemption Amount in the form of the Shares Amount. A Redeeming Partner shall have no
right, without the General Partner's consent, in its sole and absolute discretion, to receive the Redemption Amount in the form of the Shares Amount. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;"</FONT><FONT
SIZE=2><I>Redemption Right</I></FONT><FONT SIZE=2>" has the meaning set forth in Section&nbsp;8.6.A hereof. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;"</FONT><FONT
SIZE=2><I>Regulations</I></FONT><FONT SIZE=2>" means the Income Tax Regulations promulgated under the Code, as such regulations may be amended from time to time (including
corresponding provisions of succeeding regulations). </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;"</FONT><FONT
SIZE=2><I>REIT</I></FONT><FONT SIZE=2>" means a real estate investment trust under Section&nbsp;856 of the Code. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;"</FONT><FONT
SIZE=2><I>REIT Requirements</I></FONT><FONT SIZE=2>" has the meaning set forth in Section&nbsp;5.1.A hereof. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;"</FONT><FONT
SIZE=2><I>Replacement Property</I></FONT><FONT SIZE=2>" has the meaning set forth in Section&nbsp;7.11.C hereof. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;"</FONT><FONT
SIZE=2><I>Residual Gain</I></FONT><FONT SIZE=2>" or "</FONT><FONT SIZE=2><I>Residual Loss</I></FONT><FONT SIZE=2>" means any item of gain or loss, as the case may be, of
the Partnership recognized for federal income tax purposes resulting from a sale, exchange or other disposition of Contributed Property or Adjusted Property, to the extent such item of gain or loss is
not allocated pursuant to Section&nbsp;2.B.1(a) or 2.B.2(a) of <U>Exhibit&nbsp;C</U> hereto to eliminate Book-Tax Disparities. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;"</FONT><FONT
SIZE=2><I>Safe Harbor</I></FONT><FONT SIZE=2>" has the meaning set forth in Section&nbsp;11.6.F hereof. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;"</FONT><FONT
SIZE=2><I>Securities Act</I></FONT><FONT SIZE=2>" means the Securities Act of 1933, as amended. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;"</FONT><FONT
SIZE=2><I>704(c) Value</I></FONT><FONT SIZE=2>" of any Contributed Property means the fair market value of such property at the time of contribution as determined by the
General Partner using such reasonable method of valuation as it may adopt. Subject to <U>Exhibit&nbsp;B</U> hereto, the General Partner shall, in its sole and absolute
discretion, use such method as it deems reasonable and appropriate to allocate the aggregate of the 704(c) Values of Contributed Properties in a single or integrated transaction among each separate
property on a basis proportional to their fair market values. The 704(c) Values of the Contributed Properties contributed to the Partnership as part of or in connection with the Consolidation are set
forth on <U>Exhibit&nbsp;E</U> attached hereto. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;"</FONT><FONT
SIZE=2><I>Share</I></FONT><FONT SIZE=2>" means a share of capital stock (or other comparable equity interest) of the General Partner Entity. Shares may be issued in one or
more classes or series in accordance with the terms of the Articles of Incorporation (or, if the General Partner is not the General Partner Entity, the organizational documents of the General Partner
Entity). In the event that there is more than one class or series of Shares, the term "Shares" shall, as the context requires, be deemed to refer to the class or series of Shares that correspond to
the class or series of Partnership Interests for which the reference </FONT></P>

<P ALIGN="CENTER"><FONT SIZE=2>12</FONT></P>

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<P><FONT SIZE=2>
to Shares is made. When used with reference to Class&nbsp;A Units, the term "Shares" refers to shares of common stock (or other comparable equity interest) of the General Partner Entity. </FONT></P>


<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;"</FONT><FONT
SIZE=2><I>Shares Amount</I></FONT><FONT SIZE=2>" means a number of Shares equal to the product of the number of Partnership Units offered for redemption by a Redeeming
Partner times the Conversion Factor; </FONT><FONT SIZE=2><I>provided that</I></FONT><FONT SIZE=2>, in the event the General Partner Entity issues to all holders of Shares rights, options, warrants or
convertible or exchangeable securities entitling such holders to subscribe for or purchase Shares or any other securities or property (collectively, the "rights"), then the Shares Amount for any
Partnership Units outstanding prior to the issuance of such rights shall also include such rights that a holder of that number of Shares would be entitled to receive; and </FONT> <FONT SIZE=2><I>provided, further</I></FONT><FONT SIZE=2> that, the
Shares Amount shall be adjusted pursuant to Section&nbsp;7.5 hereof in the event that the General Partner acquires
material assets other than on behalf of the Partnership. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;"</FONT><FONT
SIZE=2><I>673 First Avenue Property</I></FONT><FONT SIZE=2>" has the meaning set forth in Section&nbsp;7.11.C hereof. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;"</FONT><FONT
SIZE=2><I>673 First Avenue Realty Company</I></FONT><FONT SIZE=2>" means 673 First Realty Company, a New York general partnership. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;"</FONT><FONT
SIZE=2><I>673 First Avenue Units</I></FONT><FONT SIZE=2>" has the meaning set forth in Section&nbsp;7.11.C hereof. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;"</FONT><FONT
SIZE=2><I>Specified Redemption Date</I></FONT><FONT SIZE=2>" means the tenth Business Day after receipt by the General Partner of a Notice of Redemption; provided that, if
the Shares are not Publicly Traded, the Specified Redemption Date means the thirtieth Business Day after receipt by the General Partner of a Notice of Redemption. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;"</FONT><FONT
SIZE=2><I>Stock Option Plan</I></FONT><FONT SIZE=2>" means any stock incentive plan of the General Partner, the Partnership or any Affiliate of the Partnership or the
General Partner. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;"</FONT><FONT
SIZE=2><I>Subsidiary</I></FONT><FONT SIZE=2>" means, with respect to any Person, any corporation, limited liability company, partnership or joint venture, or other entity
of which a majority of (i)&nbsp;the voting power of the voting equity securities or (ii)&nbsp;the outstanding equity interests is owned, directly or indirectly, by such Person. </FONT></P>


<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;"</FONT><FONT
SIZE=2><I>Substituted Limited Partner</I></FONT><FONT SIZE=2>" means a Person who is admitted as a Limited Partner to the Partnership pursuant to Section&nbsp;11.4
hereof. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;"</FONT><FONT
SIZE=2><I>Successor Entity</I></FONT><FONT SIZE=2>" has the meaning set forth in the definition of "Conversion Factor" herein. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;"</FONT><FONT
SIZE=2><I>Successor Partnership</I></FONT><FONT SIZE=2>" has the meaning set forth in Section&nbsp;7.11.C hereof. </FONT></P>


<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;"</FONT><FONT
SIZE=2><I>Tenant</I></FONT><FONT SIZE=2>" means any tenant from which the General Partner derives rent, either directly or indirectly through partnerships, including the
Partnership, or through any Qualified REIT Subsidiary. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;"</FONT><FONT
SIZE=2><I>Terminating Capital Transaction</I></FONT><FONT SIZE=2>" means any sale or other disposition of all or substantially all of the assets of the Partnership for
cash or a related series of transactions that, taken together, result in the sale or other disposition of all or substantially all of the assets of the Partnership for cash. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;"</FONT><FONT
SIZE=2><I>Termination Transaction</I></FONT><FONT SIZE=2>" has the meaning set forth in Section&nbsp;11.2.B hereof. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;"</FONT><FONT
SIZE=2><I>Transferred Property</I></FONT><FONT SIZE=2>" has the meaning set forth in Section&nbsp;7.11.C hereof. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;"</FONT><FONT
SIZE=2><I>Unrealized Gain</I></FONT><FONT SIZE=2>" attributable to any item of Partnership property means, as of any date of determination, the excess, if any, of
(i)&nbsp;the fair market value of such property (as determined under <U>Exhibit&nbsp;B</U> hereto) as of such date, over (ii)&nbsp;the Carrying Value of such property
(prior to any adjustment to be made pursuant to <U>Exhibit&nbsp;B</U> hereto) as of such date. </FONT></P>


<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;"</FONT><FONT
SIZE=2><I>Unrealized Loss</I></FONT><FONT SIZE=2>" attributable to any item of Partnership property means, as of any date of determination, the excess, if any, of
(i)&nbsp;the Carrying Value of such property (prior to any adjustment to be made pursuant to <U>Exhibit&nbsp;B</U> hereto) as of such date, over (ii)&nbsp;the fair market
value of such property (as determined under <U>Exhibit&nbsp;B</U> hereto) as of such date. </FONT></P>

<P ALIGN="CENTER"><FONT SIZE=2>13</FONT></P>

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<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;"</FONT><FONT
SIZE=2><I>Valuation Date</I></FONT><FONT SIZE=2>" means the date of receipt by the General Partner of a Notice of Redemption or, if such date is not a Business Day, the
first Business Day thereafter. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;"</FONT><FONT
SIZE=2><I>Value</I></FONT><FONT SIZE=2>" means, with respect to any outstanding Shares of the General Partner Entity that are Publicly Traded, the average of the daily
market price for the ten (10)&nbsp;consecutive trading days immediately preceding the date with respect to which value must be determined or, if such date is not a Business Day, the immediately
preceding Business Day. The market price for each such trading day shall be the closing price, regular way, on such day, or if no such sale takes place on such day, the average of the closing bid and
asked prices on such day. In the event that the outstanding Shares of the General Partner Entity are Publicly Traded and the Shares Amount includes rights that a holder of Shares would be entitled to
receive, then the Value of such rights shall be determined by the General Partner acting in good faith on the basis of such quotations and other information as it considers, in its reasonable
judgment, appropriate. In the event that the Shares of the General Partner Entity are not Publicly Traded, the Value of the Shares Amount per Partnership Unit offered for redemption (which will be the
Cash Amount per Partnership Unit offered for redemption payable pursuant to Section&nbsp;8.6.A
hereof) means the amount that a holder of one Partnership Unit would receive if each of the assets of the Partnership were to be sold for its fair market value on the Specified Redemption Date, the
Partnership were to pay all of its outstanding liabilities, and the remaining proceeds were to be distributed to the Partners in accordance with the terms of this Agreement. Such Value shall be
determined by the General Partner, acting in good faith and based upon a commercially reasonable estimate of the amount that would be realized by the Partnership if each asset of the Partnership (and
each asset of each Partnership, limited liability company, joint venture or other entity in which the Partnership owns a direct or indirect interest) were sold to an unrelated purchaser in an arms'
length transaction where neither the purchaser nor the seller were under economic compulsion to enter into the transaction (without regard to any discount in value as a result of the Partnership's
minority interest in any property or any illiquidity of the Partnership's interest in any property). In connection with determining the Deemed Value of the Partnership Interest for purposes of
determining the number of additional Partnership Units issuable upon a Capital Contribution funded by an underwritten public offering of shares of capital stock (or other comparable equity interest)
of the General Partner, the Value of such shares shall be the public offering price per share of such class of the capital stock (or other comparable equity interest) sold. </FONT></P>

<P ALIGN="CENTER"><FONT SIZE=2>14</FONT></P>

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<P ALIGN="CENTER"><FONT SIZE=2><A
NAME="kd8784_article_ii._organizational_matters"> </A>
<A NAME="toc_kd8784_1"> </A>
<BR></FONT><FONT SIZE=2><B>ARTICLE II.<BR>  <BR>    ORGANIZATIONAL MATTERS    <BR>  </B></FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;2.01. Organization </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
Partnership is a limited partnership organized pursuant to the provisions of the Act and upon the terms and conditions set forth in the Prior Agreement. The Partners hereby continue
the Partnership and amend and restate the Prior Agreement in its entirety. Except as expressly provided herein to the contrary, the rights and obligations of the Partners and the administration and
termination of the Partnership shall be governed by the Act. The Partnership Interest of each Partner shall be personal property for all purposes. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;2.02.
Name </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
name of the Partnership is SL Green Operating Partnership, L.P. The Partnership's business may be conducted under any other name or names deemed advisable by the General Partner,
including the name of the General Partner or any Affiliate thereof. The words "Limited Partnership," "L.P.," "Ltd." or similar words or letters shall be included in the Partnership's name where
necessary for the purposes of complying with the laws of any jurisdiction that so requires. The General Partner in its sole and absolute discretion may change the name of the Partnership at any time
and from time to time and shall notify the Limited Partners of such change in the next regular communication to the Limited Partners. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;2.03.
Registered Office and Agent; Principal Office </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
address of the registered office of the Partnership in the State of Delaware shall be located at Corporation Trust Center, 1209 Orange Street, Wilmington, County of New Castle,
Delaware 19801, and the registered agent for service of process on the Partnership in the State of Delaware at such registered office shall be Corporation Trust Company. The principal office of the
Partnership shall be 70 West 36th Street, New York, New York 10018, or such other place as the General Partner may from
time to time designate by notice to the Limited Partners. The Partnership may maintain offices at such other place or places within or outside the State of Delaware as the General Partner deems
advisable. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;2.04.
Term </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
term of the Partnership commenced on June&nbsp;12, 1997, the date on which the Certificate was filed in the office of the Secretary of State of the State of Delaware in accordance
with the Act, and shall continue until December&nbsp;31, 2096, unless it is dissolved sooner pursuant to the provisions of Article&nbsp;XIII hereof or as otherwise provided by law. </FONT></P>

<P ALIGN="CENTER"><FONT SIZE=2><A
NAME="kd8784_article_iii._purpose"> </A>
<A NAME="toc_kd8784_2"> </A>
<BR></FONT><FONT SIZE=2><B>ARTICLE III.<BR>  <BR>    PURPOSE    <BR>  </B></FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;3.01. Purpose and Business </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
purpose and nature of the business to be conducted by the Partnership is (i)&nbsp;to conduct any business that may be lawfully conducted by a limited partnership organized pursuant
to the Act; </FONT><FONT SIZE=2><I>provided, however,</I></FONT><FONT SIZE=2> that such business shall be limited to and conducted in such a manner as to permit the General Partner Entity at all
times to be classified as a REIT, unless the General Partner ceases to qualify or is not qualified as a REIT for any reason or reasons not related to the business conducted by the Partnership;
(ii)&nbsp;to enter into any partnership, joint venture, limited liability company or other similar arrangement to engage in any of the foregoing or the ownership of interests in any entity engaged,
directly or indirectly, in any of the foregoing; and (iii)&nbsp;to do anything necessary or incidental to the foregoing. In connection with the foregoing, the Partners acknowledge that the status of
the </FONT></P>

<P ALIGN="CENTER"><FONT SIZE=2>15</FONT></P>

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<P><FONT SIZE=2>
General Partner Entity as a REIT inures to the benefit of all the Partners and not solely the General Partner or its Affiliates. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;3.02.
Powers </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
Partnership is empowered to do any and all acts and things necessary, appropriate, proper, advisable, incidental to or convenient for the furtherance and accomplishment of the
purposes and business described herein and for the protection and benefit of the Partnership, including, without limitation, full power and authority, directly or through its ownership interest in
other entities, to enter into, perform and carry out contracts of any kind, borrow money and issue evidences of indebtedness whether or not secured by mortgage, deed of trust, pledge or other lien,
acquire, own, manage, improve and develop real property, and lease, sell, transfer and dispose of real property; </FONT><FONT SIZE=2><I>provided, however,</I></FONT><FONT SIZE=2> that
the Partnership shall not take, or refrain from taking, any action which, in the judgment of the General Partner, in its sole and absolute discretion, (i)&nbsp;could adversely affect the ability of
the General Partner Entity to continue to qualify as a REIT, (ii)&nbsp;could subject the General Partner Entity to any additional taxes under Section&nbsp;857 or Section&nbsp;4981 of the Code or
(iii)&nbsp;could violate any law or regulation of any governmental body or agency having jurisdiction over the General Partner Entity or its securities, unless such action (or inaction) shall have
been specifically consented to by the General Partner in writing. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;3.03.
Partnership Only for Purposes Specified </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
Partnership shall be a partnership only for the purposes specified in Section&nbsp;3.1 above, and this Agreement shall not be deemed to create a partnership among the Partners with
respect to any activities whatsoever other than the activities within the purposes of the Partnership as specified in Section&nbsp;3.1 above. </FONT></P>

<P ALIGN="CENTER"><FONT SIZE=2><A
NAME="kd8784_article_iv._capital_contributi__art02937"> </A>
<A NAME="toc_kd8784_3"> </A>
<BR></FONT><FONT SIZE=2><B>ARTICLE IV.<BR>  <BR>    CAPITAL CONTRIBUTIONS AND ISSUANCES<BR>  <BR>    OF PARTNERSHIP INTERESTS    <BR>  </B></FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;4.01. Capital Contributions of the Partners </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;A.</FONT><FONT
SIZE=2><I>&nbsp;&nbsp;&nbsp;&nbsp;Initial Capital Contributions and Recapitalization of the Partnership on the Effective Date.</I></FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;On the Effective
Date, the Partners will make Capital Contributions to the Partnership in connection with the Consolidation. On the Effective Date, the General Partner will complete
<U>Exhibit&nbsp;A</U> hereto to reflect the Capital Contributions made by each Partner, the Partnership Units assigned to each Partner and the Percentage Interest in the
Partnership represented by such Partnership Units. The Capital Accounts of the Partners and the Carrying Values of the Partnership's Assets shall be determined as of the Effective Date pursuant to
Section&nbsp;I.D of <U>Exhibit&nbsp;B</U> hereto to reflect the Capital Contributions made on the Effective Date. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;B.</FONT><FONT
SIZE=2><I>&nbsp;&nbsp;&nbsp;&nbsp;General Partnership Interest.</I></FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;A number of Partnership Units held by the General Partner equal to one percent
(1%) of all outstanding Partnership Units shall be deemed to be the General Partner Partnership Units and shall be the General Partnership Interest. All other Partnership Units held by the General
Partner shall be deemed to be Limited Partnership Interests and shall be held by the General Partner in its capacity as a Limited Partner in the Partnership. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;C.</FONT><FONT
SIZE=2><I>&nbsp;&nbsp;&nbsp;&nbsp;Capital Contributions By Merger.</I></FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;To the extent the Partnership acquires any property by the merger of any
other Person into the Partnership, Persons who receive Partnership Interests in exchange for their
interests in the Person merging into the Partnership shall become Partners and shall be deemed to have made Capital Contributions as provided in the applicable merger agreement and as set forth in
<U>Exhibit&nbsp;A</U> hereto. </FONT></P>

<P ALIGN="CENTER"><FONT SIZE=2>16</FONT></P>

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<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;D.</FONT><FONT
SIZE=2><I>&nbsp;&nbsp;&nbsp;&nbsp;No Obligation to Make Additional Capital Contributions.</I></FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;Except as provided in Sections 7.5 and 10.5 hereof,
the Partners shall have no obligation to make any additional Capital Contributions or provide any additional funding to the Partnership (whether in the form of loans, repayments of loans or
otherwise). No Partner shall have any obligation to restore any deficit that may exist in its Capital Account, either upon a liquidation of the Partnership or otherwise. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;4.02.
Issuances of Partnership Interests </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;A.</FONT><FONT
SIZE=2><I>&nbsp;&nbsp;&nbsp;&nbsp;General.</I></FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;The General Partner is hereby authorized to cause the Partnership from time to time to issue to
Partners (including the General Partner and its Affiliates) or other Persons (including, without limitation, in connection with the contribution of property to the Partnership) Partnership Units or
other Partnership Interests in one or more classes, or in one or more series of any of such classes, with such designations, preferences and relative, participating, optional or other special rights,
powers and duties, including rights, powers and duties senior to Limited Partnership Interests, all as shall be determined, subject to applicable Delaware law, by the General Partner in its sole and
absolute discretion, including, without limitation, (i)&nbsp;the allocations of items of Partnership income, gain, loss, deduction and credit to each such class or series of Partnership Interests,
(ii)&nbsp;the right of each such class or series of Partnership Interests to share in Partnership distributions and (iii)&nbsp;the rights of each such class or series of Partnership Interests upon
dissolution and liquidation of the Partnership; </FONT><FONT SIZE=2><I>provided,</I></FONT><FONT SIZE=2> that no such Partnership Units or other Partnership Interests shall be issued to the General
Partner unless either (a)&nbsp;the Partnership Interests are issued in connection with the grant, award or issuance of Shares or other equity interests in the General Partner having designations,
preferences and other rights such that the economic interests attributable to such Shares or other equity interests are substantially similar to the designations, preferences and other rights (except
voting rights) of the additional Partnership Interests issued to the General Partner in accordance with this Section&nbsp;4.2.A or (b)&nbsp;the Partnership Interests are issued to all Partners
holding Partnership Interests in the same class in proportion to their respective Percentage Interests in such class. In the event that the Partnership issues Partnership Interests pursuant to this
Section&nbsp;4.2.A, the General Partner shall make such revisions to this Agreement (including but not limited to the revisions described in Section&nbsp;5.4, Section&nbsp;6.2 and
Section&nbsp;8.6 hereof) as it deems necessary to reflect the issuance of such additional Partnership Interests. </FONT></P>


<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;B.</FONT><FONT
SIZE=2><I>&nbsp;&nbsp;&nbsp;&nbsp;Percentage Interest Adjustments in the Case of Capital Contributions for Partnership Units.</I></FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;Upon the
acceptance of additional Capital Contributions in exchange for Partnership Units, the Percentage Interest related thereto shall be equal to a fraction, the numerator of which is equal to the amount of
cash, if any, plus the Agreed Value of Contributed Property, if any, contributed with respect to such additional Partnership Units and the denominator of which is equal to the sum of (i)&nbsp;the
Deemed Value of the Partnership Interests for all outstanding classes (computed as of the Business Day immediately preceding the date on which the additional Capital Contributions are made (an
"Adjustment Date"))
plus (ii)&nbsp;the aggregate amount of additional Capital Contributions contributed to the Partnership on such Adjustment Date in respect of such additional Partnership Units. The Percentage
Interest of each other Partner holding Partnership Interests not making a full pro rata Capital Contribution shall be adjusted to a fraction the numerator of which is equal to the sum of
(i)&nbsp;the Deemed Partnership Interest Value of such Limited Partner (computed as of the Business Day immediately preceding the Adjustment Date) plus (ii)&nbsp;the amount of additional Capital
Contributions (such amount being equal to the amount of cash, if any, plus the Agreed Value of Contributed Property, if any, so contributed), if any, made by such Partner to the Partnership in respect
of such Partnership Interest as of such Adjustment Date and the denominator of which is equal to the sum of (i)&nbsp;the Deemed Value of the Partnership Interests of all outstanding classes
(computed as of the Business Day immediately preceding such Adjustment Date) plus (ii)&nbsp;the aggregate amount of the additional Capital Contributions contributed to the Partnership on such
Adjustment Date in respect of such additional Partnership Interests. For purposes of calculating a Partner's Percentage Interest </FONT></P>

<P ALIGN="CENTER"><FONT SIZE=2>17</FONT></P>

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<P><FONT SIZE=2>
pursuant to this Section&nbsp;4.2.B, cash Capital Contributions by the General Partner will be deemed to equal the cash contributed by the General Partner plus (a)&nbsp;in the case of cash
contributions funded by an offering of any equity interests in or other securities of the General Partner, the offering costs attributable to the cash contributed to the Partnership, and (b)&nbsp;in
the case of Partnership Units issued pursuant to Section&nbsp;7.5.E hereof, an amount equal to the difference between the Value of the Shares sold pursuant to any Stock Option Plan and the net
proceeds of such sale. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;C.</FONT><FONT
SIZE=2><I>&nbsp;&nbsp;&nbsp;&nbsp;Classes of Partnership Units.</I></FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;From and after the Effective Date, subject to Section&nbsp;4.2.A above, the
Partnership shall have two classes of Partnership Units, entitled "Class&nbsp;A Units" and "Class&nbsp;B Units." Either Class&nbsp;A Units or Class&nbsp;B Units, at the election of the General
Partner, in its sole and absolute discretion, may be issued to newly admitted Partners in exchange for the contribution by such Partners of cash, real estate partnership interests, stock, notes or
other assets or consideration; </FONT><FONT SIZE=2><I>provided,</I></FONT><FONT SIZE=2> that all Partnership Units issued to Partners in connection with the Consolidation shall be Class&nbsp;A
Units; and, </FONT><FONT SIZE=2><I>provided, further,</I></FONT><FONT SIZE=2> that any Partnership Unit that is not specifically designated by the General Partner as being of a particular class shall
be deemed to be a Class&nbsp;A Unit. Each Class&nbsp;B Unit shall be converted automatically into a Class&nbsp;A Unit on the day immediately following the Partnership Record Date for the
Distribution Period (as defined in Section&nbsp;5.1.C hereof) in which such Class&nbsp;B Unit was issued, without the requirement for any action by either the Partnership or the Partner holding
the Class&nbsp;B Unit. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;4.03.
No Preemptive Rights </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Except
to the extent expressly granted by the Partnership pursuant to another agreement, no Person shall have any preemptive, preferential or other similar right with respect to
(i)&nbsp;additional Capital Contributions or loans to the Partnership or (ii)&nbsp;issuance or sale of any Partnership Units or other Partnership Interests. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;4.04.
Other Contribution Provisions </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In
the event that any Partner is admitted to the Partnership and is given a Capital Account in exchange for services rendered to the Partnership, such transaction shall be treated by the
Partnership and the affected Partner as if the Partnership had compensated such Partner in cash, and the Partner had contributed such cash to the capital of the Partnership. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;4.05.
No Interest on Capital </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;No
Partner shall be entitled to interest on its Capital Contributions or its Capital Account. </FONT></P>

<P ALIGN="CENTER"><FONT SIZE=2><A
NAME="kd8784_article_v._distributions"> </A>
<A NAME="toc_kd8784_4"> </A>
<BR></FONT><FONT SIZE=2><B>ARTICLE V.<BR>  <BR>    DISTRIBUTIONS    <BR>  </B></FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;5.01. Requirement and Characterization of Distributions </FONT></P>


<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;A.</FONT><FONT
SIZE=2><I>&nbsp;&nbsp;&nbsp;&nbsp;General.</I></FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;The General Partner shall distribute at least quarterly an amount equal to one hundred percent
(100%) of Available Cash generated by the Partnership during such quarter or shorter period to the Partners who are Partners on the Partnership Record Date with respect to such quarter or shorter
period as provided in Sections 5.1.B, 5.1.D and 6.1.C below. Notwithstanding anything to the contrary contained herein, in no event may a Partner receive a distribution of Available Cash with respect
to a Partnership Unit for a quarter or shorter period if such Partner is entitled to receive a distribution out of such Available Cash with respect to a Share for which such Partnership Unit has been
redeemed or exchanged. Unless otherwise expressly provided for herein or in an agreement at the time a new class of Partnership Interests is created in accordance with Article&nbsp;IV hereof, no
Partnership Interest shall be entitled to a distribution in preference to any other Partnership Interest. The General Partner shall make such reasonable efforts, as determined by it in its sole and
absolute discretion and consistent with the qualification of the General Partner Entity as a REIT, to distribute </FONT></P>

<P ALIGN="CENTER"><FONT SIZE=2>18</FONT></P>

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<P><FONT SIZE=2>
Available Cash (a)&nbsp;to Limited Partners so as to preclude any such distribution or portion thereof from being treated as part of a sale of property by a Limited Partner under Section&nbsp;707
Code or the Regulations thereunder; </FONT><FONT SIZE=2><I>provided that,</I></FONT><FONT SIZE=2> the General Partner and the Partnership shall not have liability to a Limited Partner under any
circumstances as a result of any distribution to a Limited Partner being so treated, and (b)&nbsp;to the General Partner in an amount sufficient to enable the General Partner Entity to pay
stockholder dividends that will (1)&nbsp;satisfy the requirements for qualification as a REIT under the Code and the Regulations (the "REIT Requirements") and (2)&nbsp;avoid any federal income or
excise tax liability for the General Partner Entity. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;B.</FONT><FONT
SIZE=2><I>&nbsp;&nbsp;&nbsp;&nbsp;Method.</I></FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(i)&nbsp;Each holder of Partnership Interests that are entitled to any preference in distribution
shall be entitled to a distribution in accordance with the rights of any such class of Partnership Interests
(and, within such class, pro rata in proportion to the respective Percentage Interests on such Partnership Record Date); and </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i)
To the extent there is Available Cash remaining after the payment of any preference in distribution in accordance with the foregoing clause&nbsp;(i), with respect to Partnership
Interests that are not entitled to any preference in distribution, pro rata to each such class in accordance with the terms of such class (and, within each such class, pro rata in proportion to the
respective Percentage Interests on such Partnership Record Date). </FONT></P>


<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;C.</FONT><FONT
SIZE=2><I>&nbsp;&nbsp;&nbsp;&nbsp;Distributions When Class&nbsp;B Units Are Outstanding.</I></FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;If for any quarter or shorter period with respect to
which a distribution is to be made (a "Distribution Period") Class&nbsp;B Units are outstanding on the Partnership Record Date for such Distribution Period, the General Partner shall allocate the
Available Cash with respect to such Distribution Period available for distribution with respect to the Class&nbsp;A Units and Class&nbsp;B Units collectively between the Partners who are holders
of Class&nbsp;A Units ("Class A") and the Partners who are holders of Class&nbsp;B Units ("Class B") as follows: </FONT></P>

<UL>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(1)
Class&nbsp;A shall receive that portion of the Available Cash (the "Class&nbsp;A Share") determined by multiplying the amount of Available Cash by the following fraction: </FONT></P>
</UL>
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<TR VALIGN="TOP">
<TD WIDTH="34%"><FONT SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH="32%" ALIGN="CENTER"><FONT SIZE=2>A&nbsp;&times;&nbsp;Y</FONT><HR NOSHADE><FONT SIZE=2> (A&nbsp;&times;&nbsp;Y)+(B&nbsp;&times;&nbsp;X)<BR></FONT>
</TD>
<TD WIDTH="34%"><FONT SIZE=2>&nbsp;</FONT></TD>
</TR>
</TABLE></DIV>
<!-- end of user-specified TAGGED TABLE -->

<UL>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(2)
Class&nbsp;B shall receive that portion of the Available Cash (the "Class&nbsp;B Share") determined by multiplying the amount of Available Cash by the following fraction: </FONT></P>
</UL>
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<DIV ALIGN="CENTER"><TABLE WIDTH="46%" BORDER=0 CELLSPACING=0 CELLPADDING=0>
<TR VALIGN="TOP">
<TD WIDTH="34%"><FONT SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH="32%" ALIGN="CENTER"><FONT SIZE=2>B&nbsp;&times;&nbsp;X</FONT><HR NOSHADE><FONT SIZE=2> (A&nbsp;&times;&nbsp;Y)+(B&nbsp;&times;&nbsp;X)<BR></FONT>
</TD>
<TD WIDTH="34%"><FONT SIZE=2>&nbsp;</FONT></TD>
</TR>
</TABLE></DIV>
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<UL>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(3)
For purposes of the foregoing formulas, (i)&nbsp;"A" equals the number of Class&nbsp;A Units outstanding on the Partnership Record Date for such Distribution Period;
(ii)&nbsp;"B" equals the number of Class&nbsp;B Units outstanding on the Partnership Record Date for such Distribution Period; (iii)&nbsp;"Y" equals the number of days in the Distribution
Period; and (iv)&nbsp;"X" equals the number of days in the Distribution Period for which the Class&nbsp;B Units were issued and outstanding. </FONT></P>

</UL>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
Class&nbsp;A Share shall be distributed among Partners holding Class&nbsp;A Units on the Partnership Record Date for the Distribution Period in accordance with the number of
Class&nbsp;A Units held by each Partner on such Partnership Record Date; </FONT><FONT SIZE=2><I>provided that,</I></FONT><FONT SIZE=2> in no event may a Partner receive a distribution of Available
Cash with respect to a Class&nbsp;A Unit if the Partner is entitled to receive a distribution out of such Available Cash with respect to a Share for which such Class&nbsp;A Unit has been redeemed
or exchanged. The Class&nbsp;B Share shall be distributed among the Partners holding Class&nbsp;B Units on the Partnership Record Date for the Distribution Period in accordance with the number of
Class&nbsp;B Units held by each Partner on such Partnership Record Date. In no event shall any Partner </FONT></P>

<P ALIGN="CENTER"><FONT SIZE=2>19</FONT></P>

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<P><FONT SIZE=2>
holding Class&nbsp;B Units be entitled to receive any distribution of Available Cash with respect to such Units for any Distribution Period ending prior to the date on which such Class&nbsp;B
Units are issued. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;D.</FONT><FONT
SIZE=2><I>&nbsp;&nbsp;&nbsp;&nbsp;Distributions When Class&nbsp;B Units Have Been Issued on Different Dates.</I></FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;In the event that Class&nbsp;B
Units which have been issued on different dates are outstanding on the Partnership Record Date for any Distribution Period, then the Class&nbsp;B Units issued on each particular date shall be
treated as a separate series of Partnership Units for purposes of making the allocation of Available Cash for such Distribution Period among the holders of Partnership Units (and the formula for
making such allocation, and the definitions of variables used therein, shall be modified accordingly). Thus, for example, if two series of Class&nbsp;B Units are outstanding on the Partnership
Record Date for any Distribution Period, the allocation formula for each series, "Series&nbsp;B<SUB>1</SUB>" and "Series&nbsp;B<SUB>2</SUB>" would be as follows: </FONT></P>

<UL>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(1)&nbsp;Series&nbsp;B<SUB>1</SUB>
shall receive that portion of the Available Cash determined by multiplying the amount of Available Cash by the following fraction: </FONT></P>
</UL>
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<TD WIDTH="47%" ALIGN="CENTER"><FONT SIZE=2>B<SUB>l</SUB>&nbsp;&times;&nbsp;X<SUB>1</SUB></FONT><HR NOSHADE><FONT SIZE=2> (A&nbsp;&times;&nbsp;Y)+(B<SUB>l</SUB>&nbsp;&times;&nbsp;X<SUB>1</SUB>)+(B<SUB>2</SUB>&nbsp;&times;&nbsp;X<SUB>2</SUB>)
<BR></FONT>
</TD>
<TD WIDTH="27%"><FONT SIZE=2>&nbsp;</FONT></TD>
</TR>
</TABLE></DIV>
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<UL>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(2)&nbsp;Series&nbsp;B<SUB>2</SUB>
shall receive that portion of the Available Cash determined by multiplying the amount of Available Cash by the following fraction: </FONT></P>
</UL>
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<DIV ALIGN="CENTER"><TABLE WIDTH="50%" BORDER=0 CELLSPACING=0 CELLPADDING=0>
<TR VALIGN="TOP">
<TD WIDTH="27%"><FONT SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH="45%" ALIGN="CENTER"><FONT SIZE=2>B<SUB>2</SUB>&nbsp;&times;&nbsp;X<SUB>2</SUB></FONT><HR NOSHADE><FONT SIZE=2> (A&nbsp;&times;&nbsp;Y)+(B<SUB>l</SUB>&nbsp;&times;&nbsp;X<SUB>l</SUB>)+(B<SUB>2</SUB>&nbsp;&times;&nbsp;X<SUB>2</SUB>)
<BR></FONT>
</TD>
<TD WIDTH="27%"><FONT SIZE=2>&nbsp;</FONT></TD>
</TR>
</TABLE></DIV>
<!-- end of user-specified TAGGED TABLE -->

<UL>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(3)&nbsp;For
purposes of the foregoing formulas the definitions set forth in Section&nbsp;5.1.C.3 above remain the same except that (i)&nbsp;"B<SUB>l</SUB>" equals the number of
Partnership Units in Series&nbsp;B<SUB>1</SUB> outstanding on the Partnership Record Date for such Distribution Period; (ii)&nbsp;"B<SUB>2</SUB>" equals the number of Partnership Units in
Series&nbsp;B<SUB>2</SUB> outstanding on the Partnership Record Date for such Distribution Period; (iii)&nbsp;"X<SUB>l</SUB>" equals the number of days in the Distribution Period for which the
Partnership Units in Series&nbsp;B<SUB>1</SUB> were issued and outstanding; and (iv)&nbsp;"X<SUB>2</SUB>" equals the number of days in the Distribution Period for which the Partnership Units in
Series&nbsp;B<SUB>2</SUB> were issued and outstanding. </FONT></P>

</UL>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;E.</FONT><FONT
SIZE=2><I>&nbsp;&nbsp;&nbsp;&nbsp;Minimum Distributions if General Partner Not Publicly Traded.</I></FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;In addition (and without regard to the amount
of Available Cash), if the shares of common stock (or other comparable equity interests) of the General Partner are not Publicly Traded, the General Partner shall make cash distributions with respect
to the Class&nbsp;A Units at least annually for each taxable year of the Partnership beginning prior to the fifteenth (15th) anniversary of the Effective Date in an aggregate amount with respect to
each such taxable year at least equal to 95% of the Partnership's taxable income for such year allocable to the Class&nbsp;A Units, with such distributions to be made not later than 60&nbsp;days
after the end of such year. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;5.02.
Amounts Withheld </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;All
amounts withheld pursuant to the Code or any provisions of any state or local tax law and Section&nbsp;10.5 hereof with respect to any allocation, payment or distribution to the
General Partner, the Limited Partners or Assignees shall be treated as amounts distributed to the General Partner, Limited Partners or Assignees pursuant to Section&nbsp;5.1 above for all purposes
under this Agreement. </FONT></P>


<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;5.03.
Distributions Upon Liquidation </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Proceeds
from a Terminating Capital Transaction shall be distributed to the Partners in accordance with Section&nbsp;13.2 hereof. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;5.04.
Revisions to Reflect Issuance of Additional Partnership Interests </FONT></P>

<P ALIGN="CENTER"><FONT SIZE=2>20</FONT></P>

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<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In
the event that the Partnership issues additional Partnership Interests to the General Partner or any Additional Limited Partner pursuant to Article&nbsp;IV hereof, the General
Partner shall make such revisions to this Article&nbsp;V as it deems necessary to reflect the issuance of such additional Partnership Interests. Such revisions shall not require the consent or
approval of any other Partner. </FONT></P>

<P ALIGN="CENTER"><FONT SIZE=2><A
NAME="kd8784_article_vi._allocations"> </A>
<A NAME="toc_kd8784_5"> </A>
<BR></FONT><FONT SIZE=2><B>ARTICLE VI.<BR>  <BR>    ALLOCATIONS    <BR>  </B></FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;6.01. Allocations For Capital Account Purposes </FONT></P>


<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;For
purposes of maintaining the Capital Accounts and in determining the rights of the Partners among themselves, the Partnership's items of income, gain, loss and deduction (computed in
accordance with <U>Exhibit&nbsp;B</U> hereto) shall be allocated among the Partners in each taxable year (or portion thereof) as provided herein below. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;A.</FONT><FONT
SIZE=2><I>&nbsp;&nbsp;&nbsp;&nbsp;Net Income.</I></FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;After giving effect to the special allocations set forth in Section&nbsp;1 of
<U>Exhibit&nbsp;C</U> hereto, Net Income shall be allocated (i)&nbsp;first, to the General Partner to the extent that Net Losses previously allocated to the General Partner,
on a cumulative basis, pursuant to the last sentence of Section&nbsp;6.1.B below exceed Net Income previously allocated to the General Partner, on a cumulative basis, pursuant to this
clause&nbsp;(i) of Section&nbsp;6.1.A, (ii)&nbsp;second, to the holders of any Partnership Interests that are entitled to any preference in distribution in accordance with the rights of any such
class of Partnership Interests until each such Partnership Interest has been allocated, on a cumulative basis pursuant to this clause&nbsp;(ii), Net Income equal to the sum of the amount of
distributions received with respect to such Partnership Interests pursuant to clause&nbsp;(i) of Section&nbsp;5.1.B hereof and the amount of any prior allocations of Net Losses to such class of
Partnership Interests pursuant to Section&nbsp;6.1.B(i)&nbsp;below (and, within such class, pro rata in proportion to the respective interests in such class as of the last day of the period for
which such allocation is being made) and (iii)&nbsp;third, with respect to Partnership Interests that are not entitled to any preference in the allocation of Net Income, pro rata to each such class
in accordance with the terms of such class (and, within such class, pro rata in proportion to the respective interests in such class as of the last day of the period for which such allocation is being
made). </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;B.</FONT><FONT
SIZE=2><I>&nbsp;&nbsp;&nbsp;&nbsp;Net Losses.</I></FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;After giving effect to the special allocations set forth in Section&nbsp;1 of
<U>Exhibit&nbsp;C</U> hereto, Net Losses shall be allocated (i)&nbsp;first, to the holders of any Partnership Interests that are entitled to any preference in distribution in
accordance with the rights of any such class of Partnership Interests to the extent that any prior allocations of Net Income to such class of Partnership Interests pursuant to
Section&nbsp;6.1.A(ii)&nbsp;above exceed, on a cumulative basis, distributions with respect to such Partnership Interests pursuant to clause&nbsp;(i) of Section&nbsp;5.1.B hereof (and, within
such class, pro rata in proportion to the respective interests in such class as of the last day of the period for which such allocation is being made) and (ii)&nbsp;second, with respect to classes
of Partnership Interests that are not entitled to any preference in distribution, pro rata to each such class in accordance with the terms of such class (and, within such class, pro rata in proportion
to the respective interests in such class as of the last day of the period for which such allocation is being made); </FONT><FONT SIZE=2><I>provided that,</I></FONT><FONT SIZE=2> Net Losses shall not
be allocated to any Limited Partner pursuant to this Section&nbsp;6.1.B to the extent that such allocation would cause such Limited Partner to have an Adjusted Capital Account Deficit (or increase
any existing Adjusted Capital Account Deficit) at the end of such taxable year (or portion thereof). All Net Losses in excess of the limitations set forth in this Section&nbsp;6.1.B shall be
allocated to the General Partner. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;C.</FONT><FONT
SIZE=2><I>&nbsp;&nbsp;&nbsp;&nbsp;Allocation of Nonrecourse Debt.</I></FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;For purposes of Regulations Section&nbsp;1.752-3(a), the
Partners agree that Nonrecourse Liabilities of the Partnership in excess of the sum of (i)&nbsp;the amount of Partnership Minimum Gain and (ii)&nbsp;the total amount of Nonrecourse
Built-in Gain shall be allocated among the Partners in accordance with their respective Percentage Interests. </FONT></P>

<P ALIGN="CENTER"><FONT SIZE=2>21</FONT></P>

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<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;D.</FONT><FONT
SIZE=2><I>&nbsp;&nbsp;&nbsp;&nbsp;Recapture Income.</I></FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;Any gain allocated to the Partners upon the sale or other taxable disposition of any
Partnership asset shall, to the extent possible after taking into account other required allocations of gain pursuant to <U>Exhibit&nbsp;C</U> hereto, be characterized as
Recapture Income in the same proportions and to the same extent as such Partners have been allocated any deductions directly or indirectly giving rise to the treatment of such gains as Recapture
Income. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;6.02.
Revisions to Allocations to Reflect Issuance of Additional Partnership Interests </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In
the event that the Partnership issues additional Partnership Interests to the General Partner or any Additional Limited Partner pursuant to Article&nbsp;IV hereof, the General
Partner shall make such revisions to this Article&nbsp;VI and Exhibit&nbsp;A as it deems necessary to reflect the terms of the issuance of such additional Partnership Interests, including making
preferential allocations to classes of Partnership Interests that are entitled thereto. Such revisions shall not require the consent or approval of any other Partner. </FONT></P>

<P ALIGN="CENTER"><FONT SIZE=2><A
NAME="kd8784_article_vii._management_and_operations_of_business"> </A>
<A NAME="toc_kd8784_6"> </A>
<BR></FONT><FONT SIZE=2><B>ARTICLE VII.<BR>  <BR>    MANAGEMENT AND OPERATIONS OF BUSINESS    <BR>  </B></FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;7.01. Management </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;A.</FONT><FONT
SIZE=2><I>&nbsp;&nbsp;&nbsp;&nbsp;Powers of General Partner.</I></FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;Except as otherwise expressly provided in this Agreement, all management powers
over the business and affairs of the Partnership are and shall be exclusively vested in the General Partner, and no Limited Partner shall have any right to participate in or exercise control or
management power over the business and affairs of the Partnership. The General Partner may not be removed by the Limited Partners with or without cause; </FONT><FONT SIZE=2><I>provided,
however,</I></FONT><FONT SIZE=2> that if the Shares (or comparable equity securities) of the General Partner Entity are not Publicly Traded, the General Partner may be removed with cause with the
Consent of the Outside Limited Partners. In addition to the powers now or hereafter granted a general partner of a limited partnership under applicable law or which are granted to the General Partner
under any other provision of this Agreement, the General Partner, subject to Sections 7.6 and 7.11 below, shall have full power and authority to do all things deemed necessary or desirable by it to
conduct the business of the Partnership, to exercise all powers set forth in Section&nbsp;3.2 hereof and to effectuate the purposes set forth in Section&nbsp;3.1 hereof, including, without
limitation: </FONT></P>

<UL>
<UL>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(1)
the making of any expenditures, the lending or borrowing of money (including, without limitation, making prepayments on loans and borrowing money to permit the Partnership to make
distributions to its Partners in such amounts as are required under Section&nbsp;5.1.E hereof or will permit the General Partner Entity (as long as the General Partner Entity qualifies as a REIT) to
avoid the payment of any federal income tax (including, for this purpose, any excise tax pursuant to Section&nbsp;4981 of the Code) and to make distributions to its stockholders sufficient to permit
the General Partner Entity to maintain REIT status, the assumption or guarantee of, or other contracting for, indebtedness and other liabilities, the issuance of evidences of indebtedness (including
the securing of same by mortgage, deed of trust or other lien or encumbrance on the Partnership's assets) and the incurring of any obligations the General Partner deems necessary for the conduct of
the activities of the Partnership; </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(2)
the making of tax, regulatory and other filings, or rendering of periodic or other reports to governmental or other agencies having jurisdiction over the business or assets of the
Partnership; </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(3)
the acquisition, disposition, mortgage, pledge, encumbrance, hypothecation or exchange of any or all of the assets of the Partnership (including the exercise or grant of any
conversion, option, privilege or subscription right or other right available in connection with </FONT></P>

</UL>
</UL>
<P ALIGN="CENTER"><FONT SIZE=2>22</FONT></P>

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<P><FONT SIZE=2>
any assets at any time held by the Partnership) or the merger or other combination of the Partnership with or into another entity, on such terms as the General Partner deems proper; </FONT></P>


<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(4)
the use of the assets of the Partnership (including, without limitation, cash on hand) for any purpose consistent with the terms of this Agreement and on any terms it sees fit,
including, without limitation, the financing of the conduct of the operations of the Partnership or any of the Partnership's Subsidiaries, the lending of funds to other Persons (including, without
limitation, the Partnership's Subsidiaries) and the repayment of obligations of the Partnership and its Subsidiaries and any other Person in which the Partnership has an equity investment and the
making of capital contributions to its Subsidiaries; </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(5)
the management, operation, leasing, landscaping, repair, alteration, demolition or improvement of any real property or improvements owned by the Partnership or any Subsidiary of the
Partnership or any Person in which the Partnership has made a direct or indirect equity investment; </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(6)
the negotiation, execution, delivery and performance of any contracts, conveyances or other instruments that the General Partner considers useful or necessary to the conduct of the
Partnership's operations or the implementation of the General Partner's powers under this Agreement, including contracting with contractors, developers, consultants, accountants, legal counsel, other
professional advisors, and other agents and the payment of their expenses and compensation out of the Partnership's assets; </FONT></P>


<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(7)
the mortgage, pledge, encumbrance or hypothecation of any assets of the Partnership, and the use of the assets of the Partnership (including, without limitation, cash on hand) for
any purpose consistent with the terms of this Agreement and on any terms it sees fit, including, without limitation, the financing of the conduct or the operations of the General Partners or the
Partnership, the lending of funds to other Persons (including, without limitation, any Subsidiaries of the Partnership) and the repayment of obligations of the Partnership, any of its Subsidiaries and
any other Person in which it has an equity investment; </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(8)
the distribution of Partnership cash or other Partnership assets in accordance with this Agreement; </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(9)
the holding, managing, investing and reinvesting of cash and other assets of the Partnership; </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(10)
the collection and receipt of revenues and income of the Partnership; </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(11)
the selection, designation of powers, authority and duties and dismissal of employees of the Partnership (including, without limitation, employees having titles such as "president,"
"vice president," "secretary" and "treasurer") and agents, outside attorneys, accountants, consultants and contractors of the Partnership, and the determination of their compensation and other terms
of employment or hiring; </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(12)
the maintenance of such insurance for the benefit of the Partnership and the Partners as it deems necessary or appropriate; </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(13)
the formation of, or acquisition of an interest (including non-voting interests in entities controlled by Affiliates of the Partnership or third parties) in, and the
contribution of property to, any further limited or general partnerships, joint ventures, limited liability companies or other relationships that it deems desirable (including, without limitation, the
acquisition of interests in, and the contributions of funds or property, or the making of loans, to its Subsidiaries and any other Person in which it has an equity investment from time to time or the
incurrence of indebtedness on behalf of such Persons or the guarantee of obligations of such Persons); provided that, as long as the General Partner has determined to </FONT></P>

</UL>
</UL>
<P ALIGN="CENTER"><FONT SIZE=2>23</FONT></P>

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qualify as a REIT, the Partnership may not engage in any such formation, acquisition or contribution that would cause the General Partner to fail to qualify as a REIT); </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(14)
the control of any matters affecting the rights and obligations of the Partnership, including the settlement, compromise, submission to arbitration or any other form of dispute
resolution or abandonment of any claim, cause of action, liability, debt or damages due or owing to or from the Partnership, the commencement or defense of suits, legal proceedings, administrative
proceedings, arbitrations or other forms of dispute resolution, the representation of the Partnership in all suits or legal proceedings, administrative proceedings, arbitrations or other forms of
dispute resolution, the incurring of legal expense and the indemnification of any Person against liabilities and contingencies to the extent permitted by law; </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(15)
the determination of the fair market value of any Partnership property distributed in kind, using such reasonable method of valuation as the General Partner may adopt; </FONT></P>


<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(16)
the exercise, directly or indirectly, through any attorney-in-fact acting under a general or limited power of attorney, of any right, including the right to
vote, appurtenant to any assets or investment held by the Partnership; </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(17)
the exercise of any of the powers of the General Partner enumerated in this Agreement on behalf of or in connection with any Subsidiary of the Partnership or any other Person in
which the Partnership has a direct or indirect interest, individually or jointly with any such Subsidiary or other Person; </FONT></P>


<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(18)
the exercise of any of the powers of the General Partner enumerated in this Agreement on behalf of any Person in which the Partnership does not have any interest pursuant to
contractual or other arrangements with such Person; </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(19)
the making, executing and delivering of any and all deeds, leases, notes, deeds to secure debt, mortgages, deeds of trust, security agreements, conveyances, contracts, guarantees,
warranties, indemnities, waivers, releases or other legal instruments or agreements in writing necessary or appropriate in the judgment of the General Partner for the accomplishment of any of the
powers of the General Partner under this Agreement; </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(20)
the distribution of cash to acquire Partnership Units held by a Limited Partner in connection with a Limited Partner's exercise of its Redemption Right under Section&nbsp;8.6
hereof; and </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(21)
the amendment and restatement of <U>Exhibit&nbsp;A</U> hereto to reflect accurately at all times the Capital Contributions and Percentage Interests of the
Partners as the same are adjusted from time to time to the extent necessary to reflect redemptions, Capital Contributions, the issuance of Partnership Units, the admission of any Additional Limited
Partner or any Substituted Limited Partner or otherwise, which amendment and restatement, notwithstanding anything in this Agreement to the contrary, shall not be deemed an amendment of this
Agreement, as long as the matter or event being reflected in <U>Exhibit&nbsp;A</U> hereto otherwise is authorized by this Agreement. </FONT></P>

</UL>
</UL>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;B.</FONT><FONT
SIZE=2><I>&nbsp;&nbsp;&nbsp;&nbsp;No Approval by Limited Partners.</I></FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;Except as provided in Section&nbsp;7.11 below, each of the Limited
Partners agrees that the General Partner is authorized to execute, deliver and perform the above-mentioned agreements and transactions on behalf of the Partnership without any further act, approval or
vote of the Partners, notwithstanding any other provision of this Agreement, the Act or any applicable law, rule or regulation, to the full extent permitted under the Act or other applicable law. The
execution, delivery or performance by the General Partner or the Partnership of any agreement authorized or permitted under this Agreement shall not constitute a breach by the General Partner of </FONT></P>

<P ALIGN="CENTER"><FONT SIZE=2>24</FONT></P>

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any duty that the General Partner may owe the Partnership or the Limited Partners or any other Persons under this Agreement or of any duty stated or implied by law or equity. </FONT></P>


<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;C.</FONT><FONT
SIZE=2><I>&nbsp;&nbsp;&nbsp;&nbsp;Insurance.</I></FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;At all times from and after the date hereof, the General Partner may cause the Partnership to
obtain and maintain (i)&nbsp;casualty, liability and other insurance on the properties of the Partnership, (ii)&nbsp;liability insurance for the Indemnitees hereunder and (iii)&nbsp;such other
insurance as the General Partner, in its sole and absolute discretion, determines to be necessary. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;D.</FONT><FONT
SIZE=2><I>&nbsp;&nbsp;&nbsp;&nbsp;Working Capital and Other Reserves.</I></FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;At all times from and after the date hereof, the General Partner may
cause the Partnership to establish and maintain working capital reserves in such amounts as the General Partner, in its sole and absolute discretion, deems appropriate and reasonable from time to
time, including upon liquidation of the Partnership pursuant to Section&nbsp;13.2 hereof. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;E.</FONT><FONT
SIZE=2><I>&nbsp;&nbsp;&nbsp;&nbsp;No Obligations to Consider Tax Consequences of Limited Partners.</I></FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;In exercising its authority under this
Agreement, the General Partner may, but shall be under no obligation to, take into account the tax consequences to any Partner (including the General Partner) of any action taken (or not taken) by it.
The General Partner and the Partnership shall not have liability to a Limited Partner for monetary damages or otherwise for losses sustained, liabilities incurred or benefits not derived by such
Limited Partner in connection with such decisions, provided that the General Partner has acted in good faith and pursuant to its authority under this Agreement. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;7.02.
Certificate of Limited Partnership </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
General Partner has previously filed the Certificate with the Secretary of State of Delaware. To the extent that such action is determined by the General Partner to be reasonable and
necessary or appropriate, the General Partner shall file amendments to and restatements of the Certificate and do all the things to maintain the Partnership as a limited partnership (or a partnership
in which the limited partners have limited liability) under the laws of the State of Delaware and each other state, the District of Columbia or other jurisdiction in which the Partnership may elect to
do business or own property. Subject to the terms of Section&nbsp;8.5.A(4) hereof, the General Partner shall not be required, before or after filing, to deliver or mail a copy of the Certificate or
any amendment thereto to any Limited Partner. The General Partner shall use all reasonable efforts to cause to be filed such other certificates or documents as may be reasonable and necessary or
appropriate for the formation, continuation, qualification and operation of a limited partnership (or a partnership in which the limited partners have limited liability) in the State of Delaware and
any other state, the District of Columbia or other jurisdiction in which the Partnership may elect to do business or own property. </FONT></P>

<P ALIGN="CENTER"><FONT SIZE=2>25</FONT></P>

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<P><FONT SIZE=2><A
NAME="page_kf8784_1_26"> </A> </FONT> <FONT SIZE=2>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;7.03. Title to Partnership Assets </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Title
to Partnership assets, whether real, personal or mixed and whether tangible or intangible, shall be deemed to be owned by the Partnership as an entity, and no Partners,
individually or collectively, shall have any ownership interest in such Partnership assets or any portion thereof. Title to any or all of the Partnership assets may be held in the name of the
Partnership, the General Partner or one or more nominees, as the General Partner may determine, including Affiliates of the General Partner. The General Partner hereby declares and warrants that any
Partnership assets for which legal title is held in the name of the General Partner or any nominee or Affiliate of the General Partner shall be held by the General Partner for the use and benefit of
the Partnership in accordance with the provisions of this Agreement; provided, however, that the General Partner shall use its best efforts to cause beneficial and record title to such assets to be
vested in the Partnership as soon as reasonably practicable. All Partnership assets shall be recorded as the property of the Partnership in its books and records, irrespective of the name in which
legal title to such Partnership assets is held. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;7.04.
Reimbursement of the General Partner </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;A.</FONT><FONT
SIZE=2><I>&nbsp;&nbsp;&nbsp;&nbsp;No Compensation.</I></FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;Except as provided in this Section&nbsp;7.4 and elsewhere in this Agreement (including the
provisions of Articles V and VI hereof regarding distributions, payments and allocations to which it may be entitled), the General Partner shall not be compensated for its services as general partner
of the Partnership. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;B.</FONT><FONT
SIZE=2><I>&nbsp;&nbsp;&nbsp;&nbsp;Responsibility for Partnership Expenses.</I></FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;The Partnership shall be responsible for and shall pay all expenses
relating to the Partnership's organization, the ownership of its assets and its operations. The General Partner shall be reimbursed on a monthly basis, or such other basis as the General Partner may
determine in its sole and absolute discretion, for all expenses it incurs relating to the ownership and operation of, or for the benefit of, the Partnership (including, without limitation, expenses
related to the management and administration of any Subsidiaries of the General Partner or the Partnership or Affiliates of the Partnership such as auditing expenses and filing fees); </FONT> <FONT SIZE=2><I>provided that,</I></FONT><FONT SIZE=2> the
amount of any such reimbursement shall be reduced by (i)&nbsp;any interest earned by the General Partner with respect to bank
accounts or other instruments or accounts held by it as permitted in Section&nbsp;7.5.A below and (ii)&nbsp;any amount derived by the General Partner from any investments permitted in
Section&nbsp;7.5.A below; and, </FONT><FONT SIZE=2><I>provided further,</I></FONT><FONT SIZE=2> that the General Partner shall not be reimbursed for (i)&nbsp;income tax liabilities or
(ii)&nbsp;filing or similar fees in connection with maintaining the General Partner's continued corporate existence that are incurred by the General Partner. The General Partner shall determine in
good faith the amount of expenses incurred by it related to the ownership and operation of, or for the benefit of,
the Partnership. In the event that certain expenses are incurred for the benefit of the Partnership and other entities (including the General Partner), such expenses will be allocated to the
Partnership and such other entities in such a manner as the General Partner in its sole and absolute discretion deems fair and reasonable. Such reimbursements shall be in addition to any reimbursement
to the General Partner pursuant to Section&nbsp;10.3.C hereof and as a result of indemnification pursuant to Section&nbsp;7.7 below. All payments and reimbursements hereunder shall be
characterized for federal income tax purposes as expenses of the Partnership incurred on its behalf, and not as expenses of the General Partner. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;C.</FONT><FONT
SIZE=2><I>&nbsp;&nbsp;&nbsp;&nbsp;Partnership Interest Issuance Expenses.</I></FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;The General Partner shall also be reimbursed for all expenses it
incurs relating to any issuance of additional Partnership Interests, Shares, Debt of the Partnership or the General Partner or rights, options, warrants or convertible or exchangeable securities
pursuant to Article&nbsp;IV hereof (including, without limitation, all costs, expenses, damages and other payments resulting from or arising in connection with litigation related to any of the
foregoing), all of which expenses are considered by the Partners to constitute expenses of, and for the benefit of, the Partnership. </FONT></P>

<P ALIGN="CENTER"><FONT SIZE=2>26</FONT></P>

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<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;D.</FONT><FONT
SIZE=2><I>&nbsp;&nbsp;&nbsp;&nbsp;Purchases of Shares by the General Partner.</I></FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;In the event that the General Partner exercises its rights under
the Articles of Incorporation to purchase Shares or otherwise elects to purchase from its stockholders Shares in connection with a stock repurchase or similar program or for the purpose of delivering
such Shares to satisfy an obligation under any dividend reinvestment or stock purchase program adopted by the General Partner, any employee stock purchase plan adopted by the General Partner or any
similar obligation or arrangement undertaken by the General Partner in the future, the purchase price paid by the General Partner for such Shares and any other expenses incurred by the General Partner
in connection with such purchase shall be considered expenses of the Partnership and shall be reimbursable to the General Partner, subject to the conditions that: (i)&nbsp;if such Shares
subsequently are to be sold by the General Partner, the General Partner pays to the Partnership any proceeds received by the General Partner for such Shares (provided that a transfer of Shares for
Partnership Units pursuant to Section&nbsp;8.6 hereof would not be considered a sale for such purposes); and (ii)&nbsp;if such Shares are not retransferred by the General Partner within thirty
(30)&nbsp;days after the purchase thereof, the General Partner shall cause the Partnership to cancel a number of Partnership Units of the appropriate class (rounded to the nearest whole Partnership
Unit) held by the General Partner equal to the product attained by multiplying the number of such Shares by a fraction, the numerator of which is one and the denominator of which is the Conversion
Factor. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;E.</FONT><FONT
SIZE=2><I>&nbsp;&nbsp;&nbsp;&nbsp;Reimbursement not a Distribution.</I></FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;If and to the extent any reimbursement made pursuant to this
Section&nbsp;7.4 is determined for federal income tax purposes not to constitute a payment of expenses of the Partnership, the amount so determined shall be treated as a distribution to the General
Partner and there shall be a corresponding special allocation of gross income to the General Partner, for purposes of computing the Partners' Capital Accounts. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;7.05.
Outside Activities of the General Partner </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;A.</FONT><FONT
SIZE=2><I>&nbsp;&nbsp;&nbsp;&nbsp;General.</I></FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;Without the Consent of the Outside Limited Partners, the General Partner shall not, directly or
indirectly, enter into or conduct any business other than in connection with the ownership, acquisition and disposition of Partnership Interests as a General Partner or Limited Partner and the
management of the business of the Partnership and such activities as are incidental thereto. Without the Consent of the Outside Limited Partners, the assets of the General Partner shall be limited to
Partnership Interests and permitted debt obligations of the Partnership (as contemplated by Section&nbsp;7.5.F below), so that Shares and Partnership Units are completely fungible except as
otherwise specifically provided herein; </FONT><FONT SIZE=2><I>provided,</I></FONT><FONT SIZE=2> that the General Partner shall be permitted to hold such bank accounts or similar instruments or
account in its own name as it deems necessary to carry out its responsibilities and purposes as contemplated under this Agreement and its organizational documents; and, </FONT> <FONT SIZE=2><I>provided, further,</I></FONT><FONT SIZE=2> that the
General Partner shall be permitted to acquire, directly or through a Qualified REIT Subsidiary, up to a one percent (1%)
interest in any partnership or limited liability company at least ninety-nine percent (99%) of the equity of which is owned by the Partnership. The General Partner and any of its
Affiliates may acquire Limited Partnership Interests and shall be entitled to exercise all rights of a Limited Partner relating to such Limited Partnership Interests. If, at any time, the General
Partner acquires material assets (other than on behalf of the Partnership), the definition of "Shares Amount" shall be adjusted, as agreed to by the General Partner and the Limited Partners (which
agreement shall be evidenced by Consent of the Outside Limited Partners), to reflect the value of a share of capital stock (or other comparable equity interest) of the General Partner relative to the
Deemed Partnership Interest Value of the related Partnership Unit. </FONT></P>


<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;B.</FONT><FONT
SIZE=2><I>&nbsp;&nbsp;&nbsp;&nbsp;Repurchase of Shares.</I></FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;In the event the General Partner exercises its rights under the Articles of
Incorporation to purchase Shares or otherwise elects to purchase from its stockholders Shares in connection with a stock repurchase or similar program or for the purpose of delivering such shares to
satisfy an obligation under any dividend reinvestment or stock purchase program adopted by the General Partner, any employee stock purchase plan adopted by the General Partner or any similar
obligation or arrangement undertaken by the General Partner in the future, then the General Partner </FONT></P>

<P ALIGN="CENTER"><FONT SIZE=2>27</FONT></P>

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shall cause the Partnership to purchase from the General Partner that number of Partnership Units of the appropriate class equal to the product obtained by multiplying the number of Shares purchased
by the General Partner times a fraction, the numerator of which is one and the denominator of which is the Conversion Factor, on the same terms and for the same aggregate price that the General
Partner purchased such Shares. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;C.</FONT><FONT
SIZE=2><I>&nbsp;&nbsp;&nbsp;&nbsp;Forfeiture of Shares.</I></FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;In the event the Partnership or the General Partner acquires Shares as a result of the
forfeiture of such Shares under a restricted or similar share plan, then the General Partner shall cause the Partnership to cancel that number of Partnership Units of the appropriate class equal to
the number of Shares so acquired times one divided by the Conversion Factor, and, if the Partnership acquired such Shares, it shall transfer such Shares to the General Partner for cancellation. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;D.</FONT><FONT
SIZE=2><I>&nbsp;&nbsp;&nbsp;&nbsp;Issuances of Shares.</I></FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;After the Effective Date, the General Partner shall not grant, award, or issue any
additional Shares (other than Shares issued pursuant to Section&nbsp;8.6 hereof or pursuant to a dividend or distribution (including any stock split) of Shares to all of its stockholders), other
equity securities of the General Partner or New Securities unless (i)&nbsp;the General Partner shall cause, pursuant to Section&nbsp;4.2.A
hereof, the Partnership to issue to the General Partner Partnership Interests or rights, options, warrants or securities of the Partnership having designations, preferences and other rights, all such
that the economic interests are substantially the same as those of such additional Shares, other equity securities or New Securities, as the case may be, and (ii)&nbsp;the General Partner transfers
to the Partnership, as an additional Capital Contribution, the proceeds from the grant, award, or issuance of such additional Shares, other equity securities or New Securities, as the case may be, or
from the exercise of rights contained in such additional Shares, other equity securities or New Securities, as the case may be. Without limiting the foregoing, the General Partner is expressly
authorized to issue additional Shares, other equity securities or New Securities, as the case may be, for less than fair market value, and the General Partner is expressly authorized, pursuant to
Section&nbsp;4.2.A hereof, to cause the Partnership to issue to the General Partner corresponding Partnership Interests, as long as (a)&nbsp;the General Partner concludes in good faith that such
issuance is in the interests of the General Partner and the Partnership (for example, and not by way of limitation, the issuance of Shares and corresponding Partnership Units pursuant to a stock
purchase plan providing for purchases of Shares, either by employees or stockholders, at a discount from fair market value or pursuant to employee stock options that have an exercise price that is
less than the fair market value of the Shares, either at the time of issuance or at the time of exercise) and (b)&nbsp;the General Partner transfers all proceeds from any such issuance or exercise
to the Partnership as an additional Capital Contribution. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;E.</FONT><FONT
SIZE=2><I>&nbsp;&nbsp;&nbsp;&nbsp;Stock Option Plan.</I></FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;If at any time or from time to time, the General Partner sells Shares pursuant to any
Stock Option Plan, the General Partner shall transfer the net proceeds of the sale of such Shares to the Partnership as an additional Capital Contribution in exchange for an amount of additional
Partnership Units equal to the number of Shares so sold divided by the Conversion Factor. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;F.</FONT><FONT
SIZE=2><I>&nbsp;&nbsp;&nbsp;&nbsp;Funding Debt.</I></FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;The General Partner may incur a Funding Debt, including, without limitation, a Funding Debt
that is convertible into Shares or otherwise constitutes a class of New Securities, subject to the condition that the General Partner lends to the Partnership the net proceeds of such Funding Debt; </FONT> <FONT SIZE=2><I>provided,</I></FONT><FONT
SIZE=2> that the General Partner shall not be obligated to lend the net proceeds of any Funding Debt to the Partnership in a manner that would be
inconsistent with the General Partner's ability to remain qualified as a REIT. If the General Partner enters into any Funding Debt, the loan to the Partnership shall be on comparable terms and
conditions, including interest rate, repayment schedule and costs and expenses, as are applicable with respect to or incurred in connection with such Funding Debt. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;7.06.
Transactions with Affiliates </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;A.</FONT><FONT
SIZE=2><I>&nbsp;&nbsp;&nbsp;&nbsp;Transactions with Certain Affiliates.</I></FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;Except as expressly permitted by this Agreement (other than
Section&nbsp;7.1.A hereof which shall not be considered authority for a transaction that otherwise </FONT></P>

<P ALIGN="CENTER"><FONT SIZE=2>28</FONT></P>

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would be prohibited by this Section&nbsp;7.6.A), the Partnership shall not, directly or indirectly, sell, transfer or convey any property to, or purchase any property from, or borrow funds from, or
lend funds to, any Partner or any Affiliate of the Partnership or the General Partner or the General Partner Entity that is not also a Subsidiary of the Partnership, except pursuant to transactions
that are on terms that are fair and reasonable and no less favorable to the Partnership than would be obtained from an unaffiliated third party. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;B.</FONT><FONT
SIZE=2><I>&nbsp;&nbsp;&nbsp;&nbsp;Benefit Plans.</I></FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;The General Partner, in its sole and absolute discretion and without the approval of the
Limited Partners, may propose and adopt on behalf of the Partnership employee benefit plans funded by the Partnership for the benefit of employees of the General Partner, the Partnership, Subsidiaries
of the Partnership or any Affiliate of any of them in respect of services performed, directly or indirectly, for the benefit of the Partnership, the General Partner, or any of the Partnership's
Subsidiaries. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;C.</FONT><FONT
SIZE=2><I>&nbsp;&nbsp;&nbsp;&nbsp;Conflict Avoidance.</I></FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;The General Partner is expressly authorized to enter into, in the name and on behalf of
the Partnership, a right of first opportunity arrangement and other conflict avoidance agreements with various Affiliates of the Partnership and General Partner on such terms as the General Partner,
in its sole and absolute discretion, believes are advisable. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;7.07.
Indemnification </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;A.</FONT><FONT
SIZE=2><I>&nbsp;&nbsp;&nbsp;&nbsp;General.</I></FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;The Partnership shall indemnify each Indemnitee from and against any and all losses, claims,
damages, liabilities, joint or several, expenses (including, without limitation, attorneys fees and other legal fees and expenses), judgments, fines, settlements and other amounts arising from or in
connection with any and all claims, demands, actions, suits or proceedings, civil, criminal, administrative or investigative incurred by the Indemnitee and relating to the Partnership or the General
Partner or the formation or operations of, or the ownership of property by, either of them as set forth in this Agreement in which any such Indemnitee may be involved, or is threatened to be involved,
as a party or otherwise, unless it is established by a final determination of a court of competent jurisdiction that: (i)&nbsp;the act or omission of the Indemnitee was material to the matter giving
rise to the proceeding and either was committed in bad faith or was the result of active and deliberate dishonesty, (ii)&nbsp;the Indemnitee actually received an improper personal benefit in money,
property or services or (iii)&nbsp;in the case of any criminal proceeding, the Indemnitee had reasonable cause to believe that the act or omission was unlawful. Without limitation, the foregoing
indemnity shall extend to any liability of any Indemnitee, pursuant to a loan guarantee, contractual obligations for any indebtedness or other obligations or otherwise, for any indebtedness of the
Partnership or any Subsidiary of the Partnership (including, without limitation, any indebtedness which the Partnership or any Subsidiary of the Partnership has assumed or taken subject to), and the
General Partner is hereby authorized and empowered, on behalf of the Partnership, to enter into one or more indemnity agreements consistent with the provisions of this Section&nbsp;7.7 in favor of
any Indemnitee having or potentially having liability for any such indebtedness. The termination of any proceeding by judgment, order or settlement does not create a presumption that the Indemnitee
did not meet the requisite standard of conduct set forth in this Section&nbsp;7.7.A. The termination of any proceeding by conviction or upon a plea of </FONT><FONT SIZE=2><I>nolo
contendere</I></FONT><FONT SIZE=2> or its equivalent, or an entry of an order of probation prior to judgment, creates a rebuttable presumption that the Indemnitee acted in a manner contrary to that
specified in this Section&nbsp;7.7.A with respect to the subject matter of such proceeding. Any indemnification pursuant to this Section&nbsp;7.7 shall be made only out of the assets of the
Partnership, and any insurance proceeds from the liability policy covering the General Partner and any Indemnitees, and neither the General Partner nor any Limited Partner shall have any obligation to
contribute to the capital of the Partnership or otherwise provide funds to enable the Partnership to fund its obligations under this Section&nbsp;7.7. </FONT></P>

<P ALIGN="CENTER"><FONT SIZE=2>29</FONT></P>

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<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;B.</FONT><FONT
SIZE=2><I>&nbsp;&nbsp;&nbsp;&nbsp;Advancement of Expenses.</I></FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;Reasonable expenses expected to be incurred by an Indemnitee shall be paid or
reimbursed by the Partnership in advance of the final disposition of any and all claims, demands, actions, suits or proceedings, civil, criminal, administrative or investigative made or threatened
against an Indemnitee upon receipt by the Partnership of (i)&nbsp;a written affirmation by the Indemnitee of the Indemnitee's good faith belief that the standard of conduct necessary for
indemnification by the Partnership as authorized in this Section&nbsp;7.7 A has been met and (ii)&nbsp;a written undertaking by or on behalf of the Indemnitee to repay the amount if it shall
ultimately be determined that the standard of conduct has not been met. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;C.</FONT><FONT
SIZE=2><I>&nbsp;&nbsp;&nbsp;&nbsp;No Limitation of Rights.</I></FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;The indemnification provided by this Section&nbsp;7.7 shall be in addition to any
other rights to which an Indemnitee or any other Person may be entitled under any agreement, pursuant to any vote of the Partners, as a matter of law or otherwise, and shall continue as to an
Indemnitee who has ceased to serve in such capacity unless otherwise provided in a written agreement pursuant to which such Indemnitee is indemnified. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;D.</FONT><FONT
SIZE=2><I>&nbsp;&nbsp;&nbsp;&nbsp;Insurance.</I></FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;The Partnership may purchase and maintain insurance on behalf of the Indemnitees and such other
Persons as the General Partner shall determine against any liability that may be asserted against or expenses that may be incurred by such Person in connection with the Partnership's activities,
regardless of whether the Partnership would have the power to indemnify such Person against such liability under the provisions of this Agreement. </FONT></P>


<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;E.</FONT><FONT
SIZE=2><I>&nbsp;&nbsp;&nbsp;&nbsp;Benefit Plan Fiduciary.</I></FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;For purposes of this Section&nbsp;7.7, (i)&nbsp;the Partnership shall be deemed
to have requested an Indemnitee to serve as fiduciary of an employee benefit plan whenever the performance by it of its duties to the Partnership also imposes duties on, or otherwise involves services
by, it to the plan or participants or beneficiaries of the plan, (ii)&nbsp;excise taxes assessed on an Indemnitee with respect to an employee benefit plan pursuant to applicable law shall constitute
fines within the meaning of this Section&nbsp;7.7 and (iii)&nbsp;actions taken or omitted by the Indemnitee with respect to an employee benefit plan in the performance of its duties for a purpose
reasonably believed by it to be in the interest of the participants and beneficiaries of the plan shall be deemed to be for a purpose which is not opposed to the best interests of the Partnership. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;F.</FONT><FONT
SIZE=2><I>&nbsp;&nbsp;&nbsp;&nbsp;No Personal Liability for Limited Partners.</I></FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;In no event may an Indemnitee subject any of the Partners to
personal liability by reason of the indemnification provisions set forth in this Agreement. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;G.</FONT><FONT
SIZE=2><I>&nbsp;&nbsp;&nbsp;&nbsp;Interested Transactions.</I></FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;An Indemnitee shall not be denied indemnification in whole or in part under this
Section&nbsp;7.7 because the Indemnitee had an interest in the transaction with respect to which the indemnification applies if the transaction was otherwise permitted by the terms of this
Agreement. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;H.</FONT><FONT
SIZE=2><I>&nbsp;&nbsp;&nbsp;&nbsp;Benefit.</I></FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;The provisions of this Section&nbsp;7.7 are for the benefit of the Indemnitees, their heirs,
successors, assigns and administrators and shall not be deemed to create any rights for the benefit of
any other Persons. Any amendment, modification or repeal of this Section&nbsp;7.7, or any provision hereof, shall be prospective only and shall not in any way affect the limitation on the
Partnership's liability to any Indemnitee under this Section&nbsp;7.7 as in effect immediately prior to such amendment, modification or repeal with respect to claims arising from or related to
matters occurring, in whole or in part, prior to such amendment, modification or repeal, regardless of when such claims may arise or be asserted. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;I.</FONT><FONT
SIZE=2><I>&nbsp;&nbsp;&nbsp;&nbsp;Indemnification Payments Not Distributions.</I></FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;If and to the extent any payments to the General Partner pursuant
to this Section&nbsp;7.7 constitute gross income to the General Partner (as opposed to the repayment of advances made on behalf of the Partnership), such amounts shall constitute guaranteed payments
within the meaning of Section&nbsp;707(c) of the Code, shall be treated consistently therewith by the Partnership and all Partners, and shall not be treated as distributions for purposes of
computing the Partners' Capital Accounts. </FONT></P>

<P ALIGN="CENTER"><FONT SIZE=2>30</FONT></P>

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<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;7.08.
Liability of the General Partner </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;A.</FONT><FONT
SIZE=2><I>&nbsp;&nbsp;&nbsp;&nbsp;General.</I></FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;Notwithstanding anything to the contrary set forth in this Agreement, the General Partner and its
directors and officers shall not be liable for monetary damages to the Partnership, any Partners or any Assignees for losses sustained, liabilities incurred or benefits not derived as a result of
errors in judgment or mistakes of fact or law or of any act or omission if the General Partner or its directors and officers acted in good faith. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;B.</FONT><FONT
SIZE=2><I>&nbsp;&nbsp;&nbsp;&nbsp;No Obligation to Consider Separate Interests of Limited Partners or Stockholders.</I></FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;The Limited Partners
expressly acknowledge that the General Partner is acting on behalf of the Partnership and the General Partner's stockholders collectively, that the General Partner is under no obligation to consider
the separate interests of the Limited Partners (including, without limitation, the tax consequences to Limited Partners or Assignees or to such stockholders) in deciding whether to cause the
Partnership to take (or decline to take) any actions. In the event of a conflict between the interests of the stockholders of the General Partner Entity on one hand and the Limited Partners on the
other, the General Partner shall endeavor in good faith to resolve the conflict in manner not adverse to either the stockholders of the General Partner Entity or the Limited Partners; provided,
however, that for so long as the General Partner Entity, directly, or the General Partner, owns a controlling interest in the Partnership, any such conflict that cannot be resolved in a manner not
adverse to either the stockholders of the General Partner Entity or the Limited Partners shall be resolved in favor of the stockholders. The General Partner shall not be liable for monetary damages or
otherwise for losses sustained, liabilities incurred or benefits not derived by Limited Partners in connection with such decisions, provided that the General Partner has acted in good faith. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;C.</FONT><FONT
SIZE=2><I>&nbsp;&nbsp;&nbsp;&nbsp;Actions of Agents.</I></FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;Subject to its obligations and duties as General Partner set forth in Section&nbsp;7.1.A
above, the General Partner may exercise any of the powers granted to it by this Agreement and
perform any of the duties imposed upon it hereunder either directly or by or through its employees or agents. The General Partner shall not be responsible for any misconduct or negligence on the part
of any such employee or agent appointed by the General Partner in good faith. </FONT></P>


<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;D.</FONT><FONT
SIZE=2><I>&nbsp;&nbsp;&nbsp;&nbsp;Effect of Amendment.</I></FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;Any amendment, modification or repeal of this Section&nbsp;7.8 or any provision hereof
shall be prospective only and shall not in any way affect the limitations on the General Partner's liability to the Partnership and the Limited Partners under this Section&nbsp;7.8 as in effect
immediately prior to such amendment, modification or repeal with respect to claims arising from or relating to matters occurring, in whole or in part, prior to such amendment, modification or repeal,
regardless of when such claims may arise or be asserted. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;E.</FONT><FONT
SIZE=2><I>&nbsp;&nbsp;&nbsp;&nbsp;Certain Definitions.</I></FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;Whenever in this Agreement the General Partner is permitted or required to make a
decision (i)&nbsp;in its "sole discretion" or "discretion," or under a similar grant of authority or latitude, the General Partner shall be entitled to consider such interests and factors as it
desires and may consider its own interests, and shall have no duty or obligation to give any consideration to any interest of or factors affecting the Partnership or the Limited Partners, or
(ii)&nbsp;in its "good faith" or under another express standard, the General Partner shall act under such express standard and shall not be subject to any other or different standards imposed by
this Agreement or by law or any other agreement contemplated herein. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;7.09.
Other Matters Concerning the General Partner </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;A.</FONT><FONT
SIZE=2><I>&nbsp;&nbsp;&nbsp;&nbsp;Reliance on Documents.</I></FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;The General Partner may rely and shall be protected in acting or refraining from
acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, bond, debenture or other paper or document believed by it in good faith to be genuine
and to have been signed or presented by the proper party or parties. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;B.</FONT><FONT
SIZE=2><I>&nbsp;&nbsp;&nbsp;&nbsp;Reliance on Advisors.</I></FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;The General Partner may consult with legal counsel, accountants, appraisers, management
consultants, investment bankers and other consultants and advisors selected by </FONT></P>

<P ALIGN="CENTER"><FONT SIZE=2>31</FONT></P>

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it, and any act taken or omitted to be taken in reliance upon the opinion of such Persons as to matters which the General Partner reasonably believes to be within such Person's professional or expert
competence shall be conclusively presumed to have been done or omitted in good faith and in accordance with such opinion. </FONT></P>


<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;C.</FONT><FONT
SIZE=2><I>&nbsp;&nbsp;&nbsp;&nbsp;Action Through Agents.</I></FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;The General Partner shall have the right, in respect of any of its powers or
obligations hereunder, to act through any of its duly authorized officers and a duly appointed attorney or attorneys-in-fact. Each such attorney shall, to the extent provided
by the General Partner in the power of attorney, have full power and authority to do and perform all and every act and duty which is permitted or required to be done by the General Partner hereunder. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;D.</FONT><FONT
SIZE=2><I>&nbsp;&nbsp;&nbsp;&nbsp;Actions to Maintain REIT Status or Avoid Taxation of the General Partner Entity.</I></FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;Notwithstanding any other
provisions of this Agreement or the Act, any action of the General Partner on behalf of the Partnership or any decision of the General Partner to refrain from acting on behalf of the Partnership
undertaken in the good faith belief that such action or omission is necessary or advisable in order (i)&nbsp;to protect the ability of the General Partner Entity to continue to qualify as a REIT or
(ii)&nbsp;to allow the General Partner Entity to avoid incurring any liability for taxes under Section&nbsp;857 or 4981 of the Code, is expressly authorized under this Agreement and is deemed
approved by all of the Limited Partners. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;7.10.
Reliance by Third Parties </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Notwithstanding
anything to the contrary in this Agreement, any Person dealing with the Partnership shall be entitled to assume that the General Partner has full power and authority,
without consent or approval of any other Partner or Person, to encumber, sell or otherwise use in any manner any and all assets of the Partnership, to enter into any contracts on behalf of the
Partnership and to take any and all actions on behalf of the Partnership, and such Person shall be entitled to deal with the General Partner as if the General Partner were the Partnership's sole party
in interest, both legally and beneficially. Each Limited Partner hereby waives any and all defenses or other remedies which may be available against such Person to contest, negate or disaffirm any
action of the General Partner in connection with any such dealing. In no event shall any Person dealing with the General Partner or its representatives be obligated to ascertain that the terms of this
Agreement have been complied with or to inquire into the necessity or expedience of any act or action of the General Partner or its representatives. Each and every certificate, document or other
instrument executed on behalf of the Partnership by the General Partner or its representatives shall be conclusive evidence in favor of any and every Person relying thereon or claiming thereunder that
(i)&nbsp;at the time of the execution and delivery of such certificate, document or instrument, this Agreement was in full force and effect, (ii)&nbsp;the Person executing and delivering such
certificate, document or instrument was duly authorized and empowered to do so for and on behalf of the Partnership, and (iii)&nbsp;such certificate, document or instrument was duly executed and
delivered in accordance with the terms and provisions of this Agreement and is binding upon the Partnership. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;7.11.
Restrictions on General Partner's Authority </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;A.</FONT><FONT
SIZE=2><I>&nbsp;&nbsp;&nbsp;&nbsp;Consent Required.</I></FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;The General Partner may not take any action in contravention of an express prohibition or
limitation of this Agreement without the written Consent of (i)&nbsp;all Partners adversely affected or (ii)&nbsp;such lower percentage of the Limited Partnership Interests as may be specifically
provided for under a provision of this Agreement or the Act. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;B.</FONT><FONT
SIZE=2><I>&nbsp;&nbsp;&nbsp;&nbsp;Sale of All Assets of the Partnership.</I></FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;Except as provided in Article&nbsp;XIII hereof and subject to
Section&nbsp;7.11.C and Section&nbsp;7.11.D below, the General Partner may not, directly or indirectly, cause the Partnership to sell, exchange, transfer or otherwise dispose of all or
substantially all of the Partnership's assets in a single transaction or a series of related transactions (including by way of merger (including a triangular merger), consolidation or other
combination with any other Persons) (i)&nbsp;if such merger, sale </FONT></P>

<P ALIGN="CENTER"><FONT SIZE=2>32</FONT></P>

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or other transaction is in connection with a Termination Transaction permitted under Section&nbsp;11.2.B hereof, without the Consent of the Partners holding a majority of Percentage Interests
(including the effect of any Partnership Units held by the General Partner) or (ii)&nbsp;otherwise, without the Consent of the Outside Limited Partners. </FONT></P>


<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;C.</FONT><FONT
SIZE=2><I>&nbsp;&nbsp;&nbsp;&nbsp;Required Consent of Certain Partners.</I></FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(i)&nbsp;The General Partner may not, directly or indirectly, cause
the Partnership to take any action prohibited by this Section&nbsp;7.11.C without the requisite approval as provided in this Section&nbsp;7.11.C. </FONT></P>

<UL>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(1)&nbsp;For
a period of twelve (12)&nbsp;years following the Effective Date, the General Partner may not, directly or indirectly, cause the Partnership to sell, exchange or
otherwise dispose of the property located at 673 First Avenue, New York, New York or any indirect interest therein (collectively, the "673 First Avenue Property") (other than an involuntary sale
pursuant to foreclosure of the mortgage secured by the 673 First Avenue Property or otherwise, including pursuant to a deed in lieu of foreclosure (provided that the General Partner may not execute
any deed in lieu of foreclosure unless the maturity of the indebtedness secured by the 673 First Avenue Property has been accelerated) or a proceeding in connection with a bankruptcy) without the
consent of the Partners who at the time of the proposed sale, exchange or other disposition (other than the General Partner or the General Partner Entity or any Subsidiary of either the General
Partner or the General Partner Entity) hold seventy-five percent (75%) of the Partnership Units which were issued to or with respect to 673 First Realty Company in the Consolidation and
which remain outstanding (whether held by the original recipient of such Partnership Units or by a successor or transferee of the original recipient, but not including the General Partner or the
General Partner Entity or any Subsidiary of either the General Partner or the General Partner Entity) excluding any such Partnership Units the adjusted tax basis of which has been increased, in the
hands of the holder or any predecessor holder thereof, to reflect fair market value through a taxable disposition or otherwise (referred to as "673 First Avenue Units"). In addition, during such
twelve-year period, the General Partner may not, directly or indirectly, cause the Partnership to repay, earlier than one year prior to its stated maturity, any indebtedness secured by the
673 First Avenue Property without the consent of Partners holding seventy-five percent (75%) of the 673 First Avenue Units, unless such repayment (a)&nbsp;is made in connection with the
refinancing (on a basis such that the new debt would be considered a Nonrecourse Liability, or, as contemplated by clause&nbsp;(2) below, a Partner Nonrecourse Debt) of such indebtedness for an
amount not less than the principal amount of such indebtedness on the date of such refinancing, with such refinancing indebtedness (1)&nbsp;providing for the least amount of principal amortization
as is available on commercially reasonable terms and (2)&nbsp;permitting (but not requiring) a guarantee of such indebtedness by the holders of the 673 First Avenue Units (or the direct or indirect
partners or members thereof) who elect to join in such guarantee in a form and on terms consistent with any guarantees by the holders of the 673 First Avenue Units (or the direct or indirect partners
or members thereof) that may be in effect immediately prior to such refinancing, provided that the opportunity to provide such guarantee may be obtained on commercially reasonable terms, or
(b)&nbsp;is made in connection with an involuntary sale pursuant to foreclosure of the mortgage secured by the 673 First Avenue Property or otherwise, including pursuant to a deed in lieu of
foreclosure (provided that the General Partner may not execute any deed in lieu of foreclosure unless the maturity of the indebtedness secured by the 673 First Avenue Property has been accelerated) or
a proceeding in connection with a bankruptcy. During such twelve-year period, the General Partner shall use commercially reasonable efforts during the one-year period prior to
the stated maturity of such indebtedness to cause the Operating Partnership to refinance (on a basis such that the new debt would be considered a Nonrecourse Liability, or, as
contemplated by clause&nbsp;(2) below, a Partner Nonrecourse Debt) the indebtedness for an amount not less than the principal amount of such indebtedness on the date of such refinancing, provided
such refinancing can be obtained on commercially reasonable terms, with such refinancing indebtedness (1)&nbsp;providing for the least </FONT></P>

</UL>
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amount of principal amortization as is available on commercially reasonable terms and (2)&nbsp;permitting (but not requiring) a guarantee of such indebtedness by the holders of the 673 First Avenue
Units (or the direct or indirect partners or members thereof) who elect to join in such guarantee in a form and on terms consistent with any guarantees by the holders of the 673 First Avenue Units (or
the direct or indirect partners or members thereof) that may be in effect immediately prior to such refinancing, provided that the opportunity to provide such guarantee may be obtained on commercially
reasonable terms. Finally, during such twelve-year period, the General Partner shall not, without the consent of Partners holding seventy-five percent (75%) of the 673 First
Avenue Units, incur indebtedness secured by the 673 First Avenue Property if, at the time such indebtedness is incurred, the aggregate amount of the indebtedness secured by the 673 First Avenue
Property would exceed the greater of (i)&nbsp;seventy-five percent (75%) of the fair market value of the 673 First Avenue Property (or the interest therein) securing such indebtedness or
(ii)&nbsp;the then outstanding indebtedness being refinanced plus all costs (including prepayment fees, "breakage" payments and similar costs) incurred in connection with such refinancing. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(2)&nbsp;For
a period of twelve (12)&nbsp;years following the Effective Date, the General Partner may not, directly or indirectly, cause the Partnership to sell, exchange or
otherwise dispose of the property located at 470 Park Avenue South, New York, New York or any indirect interest therein (collectively, the "470 Park Avenue South Property") (other than an involuntary
sale pursuant to foreclosure of the mortgage secured by the 470 Park Avenue South Property or otherwise, including pursuant to a deed in lieu of foreclosure (provided that the General Partner may not
execute any deed in lieu of foreclosure unless maturity of the indebtedness secured by the 470 Park Avenue South Property has been accelerated) or a proceeding in connection with a bankruptcy) without
the consent of the Partners who at the time of the proposed sale, exchange or other disposition (other than the General Partner or the General Partner Entity or any Subsidiary of either the General
Partner or the General Partner Entity) hold seventy-five percent (75%) of the Partnership Units which were issued to or with respect to the 470 Park Avenue South, L.P. in the Consolidation
and which remain outstanding (whether held by the original recipient of such Partnership Units or by a successor or transferee of the original recipient, but not including the General Partner or the
General Partner Entity or any Subsidiary of either the General Partner or the General Partner Entity) excluding any such Partnership Units the adjusted tax basis of which has been increased, in the
hands of the holder or any predecessor holder thereof, to reflect fair market value through a taxable disposition or otherwise (referred to as "470 Park Avenue South Units"). In addition, during such
twelve-year period, the General Partner may not, directly or indirectly, cause the Partnership to repay, earlier than one year prior to its stated maturity, any indebtedness secured by the
470 Park Avenue South Property without the consent of Partners who hold seventy-five percent (75%) of the 470 Park Avenue South Units, unless such repayment (a)&nbsp;is made in
connection with the refinancing (on a basis such that the new debt would he considered a Nonrecourse Liability, or, as contemplated by clause&nbsp;(2) below, a Partner Nonrecourse Debt) of such
indebtedness for an amount not less than the principal amount of such indebtedness on the date of such refinancing, with such refinancing indebtedness (1)&nbsp;providing for the least amount of
principal amortization as is available on commercially reasonable terms and (2)&nbsp;permitting (but not requiring) a guarantee of such indebtedness by the holders of the 470 Park Avenue South Units
(or the direct or indirect partners or members thereof) who elect to join in such guarantee in a form and on terms consistent with any guarantees by the holders of the 470 Park Avenue South Units (or
the direct or indirect partners or members thereof) that may be in effect immediately prior to such refinancing, provided that the
opportunity to provide such guarantee may be obtained on commercially reasonable terms, or (b)&nbsp;is made in connection with an involuntary sale pursuant to foreclosure of the mortgage secured by
the 470 Park Avenue South Property or otherwise, including pursuant to a deed in lieu of foreclosure (provided that the General Partner may not execute any deed in lieu of foreclosure unless the
maturity of the indebtedness secured by </FONT></P>

</UL>
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<P><FONT SIZE=2>
the 470 Park Avenue South Property has been accelerated) or a proceeding in connection with a bankruptcy. During such twelve-year period, the General Partner shall use commercially
reasonable efforts during the one-year period prior to the stated maturity of such indebtedness to cause the Operating Partnership to refinance (on a basis such that the new debt would be
considered a Nonrecourse Liability, or, as contemplated by clause&nbsp;(2) below, a Partner Nonrecourse Debt) the indebtedness for an amount not less than the principal amount of such indebtedness
on the date of such refinancing, provided such refinancing can be obtained on commercially reasonable terms, with such refinancing indebtedness (1)&nbsp;providing for the least amount of principal
amortization as is available on commercially reasonable terms and (2)&nbsp;permitting (but not requiring) a guarantee of such indebtedness by the holders of the 470 Park Avenue South Units (or the
direct or indirect partners or members thereof) who elect to join in such guarantee in a form and on terms consistent with any guarantees by the holders of the 470 Park Avenue South Units (or the
direct or indirect partners or members thereof) that may be in effect immediately prior to such refinancing, provided that the opportunity to provide such guarantee may be obtained on commercially
reasonable terms. Finally, during such twelve-year period, the General Partner shall not, without the consent of Partners holding seventy-five percent (75%) of the 470 Park
Avenue South Units, incur indebtedness secured by the 470 Park Avenue South Property if, at the time such indebtedness is incurred, the aggregate amount of the indebtedness secured by the 470 Park
Avenue South Property would exceed the greater of (i)&nbsp;seventy-five percent (75%) of the fair market value of the 470 Park Avenue South Property (or the interest therein) securing
such indebtedness or (ii)&nbsp;the then outstanding indebtedness being refinanced plus all costs (including prepayment fees, "breakage" payments and similar costs) incurred in connection with such
refinancing. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(3)&nbsp;Subparagraphs
(1)&nbsp;and (2)&nbsp;shall not apply to any transaction that involves the 673 First Avenue Property or the 470 Park Avenue South Property, as the case may
be (which Property is referred to as the "Exchanged Property"), if such transaction qualifies as a like-kind exchange under Section&nbsp;1031 of the Code in which no gain is recognized
by the Partnership as long as the following conditions are satisfied: (x)&nbsp;such exchange is not with a "related party" within the meaning of Section&nbsp;1031(f)(3) of the Code; (y)&nbsp;the
property received in exchange for the Exchanged Property (referred to as the "Replacement Property") is secured by nonrecourse indebtedness in an amount not less than the outstanding principal amount
of the nonrecourse indebtedness secured by the Exchanged Property at the time of the exchange, nor greater than the amount that would be permitted under Sections 7.11.C(1) or (2), as the case may be,
with a maturity not earlier than, and a principal amortization rate not more rapid than, the maturity and principal amortization rate of such indebtedness secured by the Exchanged Property, which
indebtedness permits (but does not require) a guarantee of such indebtedness by the holders of the 673 First Avenue Units or the 470 Park Avenue South Units (or the direct or indirect partners or
members thereof), as the case may be, who elect to join in such guarantee in a form on terms consistent with any guarantees by the holders of the 673 First Avenue Units or the 470 Park Avenue South
Units (or the direct or indirect partners or members thereof), as the case may be, that may be in effect immediately prior to the time of the exchange, and (z)&nbsp;the Replacement Property is
thereafter treated for all purposes of the restrictions in this Section&nbsp;7.11.C as the Exchanged Property and the indebtedness secured by such Replacement Property is subject to the same
restrictions and agreements as apply with respect to the indebtedness secured by the Exchanged Property. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(4)&nbsp;Subparagraphs
(1)&nbsp;and (2)&nbsp;shall not apply to any transaction that involves the 673 First Avenue Property or the 470 Park Avenue South Property, as the case may
be (which Property is referred to as the "Transferred Property"), if (x)&nbsp;such transaction does not result in, and is not otherwise in connection with, a dissolution of the Partnership,
(y)&nbsp;such transaction qualifies as a contribution to a partnership under Section&nbsp;721 of the Code in which no gain is recognized with </FONT></P>

</UL>
<P ALIGN="CENTER"><FONT SIZE=2>35</FONT></P>

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<P><FONT SIZE=2>
respect to the 673 First Avenue Property or the 470 Park Avenue South Property by the Partnership or the holders of the 673 First Avenue Units or the 470 Park Avenue South Units, as the case may be
(other than gain, if any, resulting solely because the share, if any, of indebtedness allocable to the holder of a Partnership Unit under Regulations Section&nbsp;1.752-3(a)(3) (or any
successor thereto) is reduced or eliminated), and (z)&nbsp;the entity to which such Transferred Property is transferred agrees, for the benefit of the holders of the 470 Park Avenue South Units or
the 673 First Avenue Units, as the case may be, that all of the restrictions of this Section&nbsp;7.11.C shall apply to the Transferred Property and the indebtedness outstanding with respect thereto
in the same manner and to the extent set forth in this Section&nbsp;7.11.C and such agreement is reflected in the partnership agreement (or other comparable governing instrument) of the entity to
which the Transferred Property is transferred. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(5)&nbsp;Subparagraphs
(1)&nbsp;and (2)&nbsp;shall not apply to any transaction that involves either a merger or consolidation of the Partnership with or into another entity that
qualifies as a "partnership" for federal income tax purposes (the "Successor Partnership") or a transfer of all or substantially all of the assets of the Partnership to a Successor Partnership and
dissolution of the Partnership in connection therewith (in either case, a "Consolidation Transaction") so long as (y)&nbsp;no gain is recognized with respect to the 673 First Avenue Property or the
470 Park Avenue South Property by the Partnership or the holders of the 673 First Avenue Units or the 470 Park Avenue South Units, as the case may be, in connection with such Consolidation Transaction
(other than gain, if any, resulting solely because the share, if any, of indebtedness allocable to the holder of a Partnership Unit under Regulations Section&nbsp;1.752-3(a)(3) (or any
successor thereto) is reduced or eliminated) and (y)&nbsp;the Successor Partnership agrees in writing, for the benefit of the holders of the 673 First Avenue Units or the 470 Park Avenue South
Units, as the case may be, that all of the restrictions of this Section&nbsp;7.11.C shall apply to the 673 First Avenue Property and the 470 Park Avenue South Property and the indebtedness
outstanding with respect thereto in the same manner and to the extent set forth in this Section&nbsp;7.11.C. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(6)&nbsp;Subparagraphs
(1)&nbsp;and (2)&nbsp;shall not apply to any sale or other disposition transaction not otherwise described in Subparagraph (3), (4)&nbsp;or
(5)&nbsp;(including a merger or consolidation) involving the 673 First Avenue Property and/or the 470 Park Avenue South Property that is undertaken in connection with and as an integral part of a
sale or other disposition of all or substantially all of the assets of the Partnership (referred to as a "Liquidating Transaction") so long as the Liquidating Transaction is undertaken with the
Consent of Certain Limited Partners. </FONT></P>

</UL>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i)&nbsp;Nothing
herein shall be deemed to require that the Partnership or the General Partner take any action to avoid or prevent an involuntary disposition of any property, whether
pursuant to foreclosure of a mortgage secured by such property or otherwise, including pursuant to a deed in lieu of foreclosure where the maturity of the related indebtedness has been accelerated or
a proceeding in connection with a bankruptcy. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(ii)&nbsp;Nothing
herein shall prevent the sale, exchange, transfer or other disposition of any property pursuant to the dissolution and liquidation of the Partnership in accordance
with Article&nbsp;XIII hereof (other than Section&nbsp;13.1(v), which shall be subject to this Section&nbsp;7.11.C). </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;D.</FONT><FONT
SIZE=2><I>&nbsp;&nbsp;&nbsp;&nbsp;Merger or Consolidation in Which the Partnership is Not the Surviving Entity.</I></FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;In the event that the
Partnership is to merge or consolidate with or into any other entity in a transaction in which holders of Partnership Units will receive consideration other than cash or equity securities that are
Publicly Traded (an "Equity Merger") and such Equity Merger would be prohibited by Section&nbsp;7.11.C but for the application of Section&nbsp;7.11.C(5), then (in addition to any Consent
requirements under </FONT></P>

<P ALIGN="CENTER"><FONT SIZE=2>36</FONT></P>

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Section&nbsp;7.11.B and Section&nbsp;7.11.C) the Equity Merger shall require the Consent of Certain Limited Partners unless: </FONT></P>

<UL>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i)&nbsp;the
partnership agreement, limited liability agreement or other operative governing documents (the "Charter Documents") of the entity that is the surviving entity in such
Equity Merger contain provisions that are comparable in all material respects to, or the entity that is the surviving entity in such Equity Merger otherwise agrees in writing, for the benefit of the
holders of the 673 First Avenue Units and the 470 Park Avenue South Units, to restrictions that are comparable in all material respects to the provisions of Section&nbsp;4.2.A, Article&nbsp;V and
Article&nbsp;VI (except for differences that would be permitted pursuant to Sections 4.2, 5.1.E, 5.4, 6.2 and 14.1.B(3) if such changes were to be made to this Agreement), Section&nbsp;7.1.A
(second sentence only), Section&nbsp;7.6.A, Section&nbsp;7.11.A, Section&nbsp;7.11.B, this Section&nbsp;7.11.D, Section&nbsp;8.6 (and all defined terms set forth in Article&nbsp;I that
relate to the Redemption Right), Section&nbsp;11.2, Section&nbsp;13.1, Section&nbsp;13.2.A(3) (except as permitted pursuant to Sections 4.2, 5.4, 6.2 and 14.1 B(3)), Section&nbsp;14.1.C,
Section&nbsp;14.1.D, and Section&nbsp;14.2, all as in effect immediately prior to the Equity Merger; and </FONT></P>

</UL>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(iii)&nbsp;the
Equity Merger would not either cause a holder of a Partnership Unit to be a general partner or to have liability equivalent to that of a general partner in a partnership
or otherwise modify the limited liability of a Limited Partner under this Agreement. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;7.12.
Loans by Third Parties </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
Partnership may incur Debt, or enter into similar credit, guarantee, financing or refinancing arrangements for any purpose (including, without limitation, in connection with any
acquisition of property) with any Person that is not the General Partner upon such terms as the General Partner determines appropriate; </FONT><FONT SIZE=2><I>provided that,</I></FONT><FONT SIZE=2>
the Partnership shall not incur any Debt that is recourse to the General Partner, except to the extent otherwise agreed to by the General Partner in its sole discretion. </FONT></P>

<P ALIGN="CENTER"><FONT SIZE=2>37</FONT></P>

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<BR></FONT><FONT SIZE=2><B>ARTICLE VIII.<BR>  <BR>    RIGHTS AND OBLIGATIONS OF LIMITED PARTNERS    <BR>  </B></FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;8.01. Limitation of Liability </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
Limited Partners shall have no liability under this Agreement except as expressly provided in this Agreement, including Section&nbsp;10.5 hereof, or under the Act. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;8.02.
Management of Business </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;No
Limited Partner or Assignee (other than the General Partner, any of its Affiliates or any officer, director, employee, partner, agent or trustee of the General Partner, the
Partnership or any of their Affiliates, in their capacity as such) shall take part in the operation, management or control (within the meaning of the Act) of the Partnership's business, transact any
business in the Partnership's name or have the power to sign documents for or otherwise bind the Partnership. The transaction of any such business by the General Partner, any of its Affiliates or any
officer, director, employee, partner, agent or trustee of the General Partner, the Partnership or any of their Affiliates, in their capacity as such, shall not affect, impair or eliminate the
limitations on the liability of the Limited Partners or Assignees under this Agreement. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;8.03.
Outside Activities of Limited Partners </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Subject
to Section&nbsp;7.5 hereof, and subject to any agreements entered into pursuant to Section&nbsp;7.6.C hereof and to any other agreements entered into by a Limited Partner or
its Affiliates with the Partnership or a Subsidiary, any Limited Partner (other than the General Partner) and any officer, director, employee, agent, trustee, Affiliate or stockholder of any Limited
Partner shall be entitled to and may have business interests and engage in business activities in addition to those relating to the Partnership, including business interests and activities in direct
or indirect competition with the Partnership. Neither the Partnership nor any Partners shall have any rights by virtue of this Agreement in any business ventures of any Limited Partner or Assignee.
None of the Limited Partners (other than the General Partner) nor any other Person shall have any rights by virtue of this Agreement or the
partnership relationship established hereby in any business ventures of any other Person (other than the General Partner to the extent expressly provided herein), and such Person shall have no
obligation pursuant to this Agreement to offer any interest in any such business ventures to the Partnership, any Limited Partner or any such other Person, even if such opportunity is of a character
which, if presented to the Partnership, any Limited Partner or such other Person, could be taken by such Person. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;8.04.
Return of Capital </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Except
pursuant to the right of redemption set forth in Section&nbsp;8.6 below, no Limited Partner shall be entitled to the withdrawal or return of its Capital Contribution, except to
the extent of distributions made pursuant to this Agreement or upon termination of the Partnership as provided herein. No Limited Partner or Assignee shall have priority over any other Limited Partner
or Assignee either as to the return of Capital Contributions (except as permitted by Section&nbsp;4.2.A hereof) or, except to the extent provided by Exhibit&nbsp;C hereto or as permitted by
Sections 4.2.A, 5.1.B(i), 6.1.A(ii)&nbsp;and 6.1.B(i)&nbsp;hereof or otherwise expressly provided in this Agreement, as to profits, losses, distributions or credits. </FONT></P>


<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;8.05.
Rights of Limited Partners Relating to the Partnership </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;A.</FONT><FONT
SIZE=2><I>&nbsp;&nbsp;&nbsp;&nbsp;General.</I></FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;In addition to other rights provided by this Agreement or by the Act, and except as limited by
Section&nbsp;8.5.D below, each Limited Partner shall have the right, for a purpose reasonably </FONT></P>

<P ALIGN="CENTER"><FONT SIZE=2>38</FONT></P>

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related to such Limited Partner's interest as a limited partner in the Partnership, upon written demand with a statement of the purpose of such demand and at such Limited Partner's own expense: </FONT></P>

<UL>
<DL compact>
<DT style='margin-bottom:-11pt;'><FONT SIZE=2>(1)</FONT></DT><DD><FONT SIZE=2>to
obtain a copy of the most recent annual and quarterly reports filed with the Securities and Exchange Commission by the General Partner Entity pursuant to the Exchange Act;
<BR><BR></FONT></DD><DT style='margin-bottom:-11pt;'><FONT SIZE=2>(2)</FONT></DT><DD><FONT SIZE=2>to
obtain a copy of the Partnership's federal, state and local income tax returns for each Partnership Year;
<BR><BR></FONT></DD><DT style='margin-bottom:-11pt;'><FONT SIZE=2>(3)</FONT></DT><DD><FONT SIZE=2>to
obtain a current list of the name and last known business, residence or mailing address of each Partner;
<BR><BR></FONT></DD><DT style='margin-bottom:-11pt;'><FONT SIZE=2>(4)</FONT></DT><DD><FONT SIZE=2>to
obtain a copy of this Agreement and the Certificate and all amendments thereto, together with executed copies of all powers of attorney pursuant to which this Agreement, the
Certificate and all amendments thereto have been executed; and
<BR><BR></FONT></DD><DT style='margin-bottom:-11pt;'><FONT SIZE=2>(5)</FONT></DT><DD><FONT SIZE=2>to
obtain true and full information regarding the amount of cash and a description and statement of any other property or services contributed by each Partner and which each Partner
has agreed to contribute in the future, and the date on which each became a Partner. </FONT></DD></DL>
</UL>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;B.</FONT><FONT
SIZE=2><I>&nbsp;&nbsp;&nbsp;&nbsp;Notice of Conversion Factor.</I></FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;The Partnership shall notify each Limited Partner upon request of the then
current Conversion Factor and any changes that have been made thereto. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;C.</FONT><FONT
SIZE=2><I>&nbsp;&nbsp;&nbsp;&nbsp;Notice of Extraordinary Transaction of the General Partner Entity.</I></FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;The General Partner Entity shall not make
any extraordinary distributions of cash or property to its stockholders or effect a merger (including without limitation, a triangular merger), a sale of all or substantially all of its assets or any
other similar extraordinary transaction without notifying the Limited Partners of its intention to make such distribution or effect such merger, sale or other extraordinary transaction at least twenty
(20)&nbsp;Business Days prior to the record date to determine stockholders eligible to receive such distribution or to vote upon the approval of such merger, sale or other extraordinary transaction
(or, if no such record date is applicable, at least twenty (20)&nbsp;Business Days before consummation of such merger, sale or other extraordinary transaction). This provision for such notice shall
not be deemed (i)&nbsp;to permit any transaction that otherwise is prohibited by this Agreement or requires a Consent of the Partners or (ii)&nbsp;to require a Consent of the Limited Partners to a
transaction that does not otherwise require Consent under this Agreement. Each Limited Partner agrees, as a condition to the receipt of the notice pursuant hereto, to keep confidential the information
set forth therein until such time as the General Partner Entity has made public disclosure thereof and to use such information during such period of confidentiality solely for purposes of determining
whether or not to exercise the Redemption Right; </FONT><FONT SIZE=2><I>provided, however,</I></FONT><FONT SIZE=2> that a Limited Partner may disclose such information to its attorney, accountant
and/or financial advisor for purposes of obtaining advice with respect to such exercise so long as such attorney, accountant and/or financial advisor agrees to receive and hold such information
subject to this confidentiality requirement. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;D.</FONT><FONT
SIZE=2><I>&nbsp;&nbsp;&nbsp;&nbsp;Confidentiality.</I></FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;Notwithstanding any other provision of this Section&nbsp;8.5, the General Partner may keep
confidential from the Limited Partners, for such period of time as the General Partner determines in its sole and absolute discretion to be reasonable, any information that (i)&nbsp;the General
Partner reasonably believes to be in the nature of trade secrets or other information the disclosure of which the General Partner in good faith believes is not in the best interests of the Partnership
or could damage the Partnership or its business or (ii)&nbsp;the Partnership is required by law or by agreements with unaffiliated third parties to keep confidential. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;8.06.
Redemption Right </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;A.</FONT><FONT
SIZE=2><I>&nbsp;&nbsp;&nbsp;&nbsp;General.</I></FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(i)&nbsp;Subject to Section&nbsp;8.6.C below, on or after the date two (2)&nbsp;years after
the issuance of a Partnership Unit to a Limited Partner pursuant to Article&nbsp;IV hereof (which two-year period shall commence upon the issuance of such Partnership Unit regardless of
whether such </FONT></P>

<P ALIGN="CENTER"><FONT SIZE=2>39</FONT></P>

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Partnership Unit is designated upon issuance as a Class&nbsp;A Unit, a Class&nbsp;B Unit or otherwise and shall include the period of time from the date such Partnership Unit is issued to such
Limited Partner as other than a Class&nbsp;A Unit until the date such Partnership Unit is converted automatically to a Class&nbsp;A Unit pursuant to Section&nbsp;4.2.C hereof), or on or after
such date prior to the expiration of such two-year period as the General Partner, in its sole and absolute discretion, designates with respect to any or all Class&nbsp;A Units then
outstanding, the holder of a Partnership Unit (if other than the General Partner or the General Partner Entity) shall have the right (the "Redemption Right") to require the Partnership to redeem such
Partnership Unit on a Specified Redemption Date and at a redemption price equal to and in the form of the Cash Amount to be paid by the Partnership. Any such Redemption Right shall be exercised
pursuant to a Notice of Redemption delivered to the Partnership (with a copy to the General Partner) by the Limited Partner who is exercising the Redemption Right (the "Redeeming Partner"). A Limited
Partner may not exercise the Redemption Right for less than one thousand (1,000) Partnership Units or, if such Redeeming Partner holds less than one thousand (1,000) Partnership Units, for less than
all of the Partnership Units held by such Redeeming Partner. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i)&nbsp;The
Redeeming Partner shall have no right with respect to any Partnership Units so redeemed to receive any distributions paid after the Specified Redemption Date. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(ii)&nbsp;The
Assignee of any Limited Partner may exercise the rights of such Limited Partner pursuant to this Section&nbsp;8.6 and such Limited Partner shall be deemed to have
assigned such rights to such Assignee and shall be bound by the exercise of such rights by such Limited Partner's Assignee. In connection with any exercise of the such rights by such Assignee on
behalf of such Limited Partner, the Cash Amount shall be paid by the Partnership directly to such Assignee and not to such Limited Partner. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(iii)&nbsp;In
the event that the General Partner provides notice to the Limited Partners pursuant to Section&nbsp;8.5.C hereof, the Redemption Right shall be exercisable, without
regard to whether the Partnership Units have been outstanding for any specified period, during the period commencing on the date on which the General Partner provides such notice and ending on the
record date to determine stockholders eligible to receive such distribution or to vote upon the approval of such merger, sale or other extraordinary transaction (or, if no record date is applicable,
at least twenty (20)&nbsp;business days before the consummation of such merger, sale or other extraordinary transaction). In the event that this subparagraph (iv)&nbsp;applies, the Specified
Redemption Date is the date on which the Partnership and the General Partner receive notice of exercise of the Redemption Right, rather than ten (10)&nbsp;Business Days after receipt of the notice
of redemption. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;B.</FONT><FONT
SIZE=2><I>&nbsp;&nbsp;&nbsp;&nbsp;General Partner Assumption of Right.</I></FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(i)&nbsp;If a Limited Partner has delivered a Notice of Redemption,
the General Partner may, in its sole and absolute discretion (subject to any limitations on ownership and transfer of Shares set forth in the Articles of Incorporation), elect to assume directly and
satisfy a Redemption Right by paying to the Redeeming Partner either the Cash Amount or the Shares Amount, as the General Partner determines in its sole and absolute discretion (provided that payment
of the
Redemption Amount in the form of Shares shall be in Shares registered under Section&nbsp;12 of the Exchange Act and listed for trading on the exchange or national market on which the Shares are
Publicly Traded, and </FONT><FONT SIZE=2><I>provided, further</I></FONT><FONT SIZE=2> that, in the event that the Shares are not Publicly Traded at the time a Redeeming Partner exercises its
Redemption Right, the Redemption Amount shall be paid only in the form of the Cash Amount unless the Redeeming Partner, in its sole and absolute discretion, consents to payment of the Redemption
Amount in the form of the Shares Amount), on the Specified Redemption Date, whereupon the General Partner shall acquire the Partnership Units offered for redemption by the Redeeming Partner and shall
be treated for all purposes of this Agreement as the owner of such Partnership Units. Unless the General Partner, in its sole and absolute discretion, shall exercise its right to assume directly and
satisfy the Redemption Right, the General Partner shall not have any obligation to the Redeeming Partner or to the Partnership with respect to the Redeeming Partner's exercise of the Redemption Right.
In the event the General Partner shall exercise its right to </FONT></P>

<P ALIGN="CENTER"><FONT SIZE=2>40</FONT></P>

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<P><FONT SIZE=2>
satisfy the Redemption Right in the manner described in the first sentence of this Section&nbsp;8.6.B and shall fully perform its obligations in connection therewith, the Partnership shall have no
right or obligation to pay any amount to the Redeeming Partner with respect to such Redeeming Partner's exercise of the Redemption Right, and each of the Redeeming Partner, the Partnership and the
General Partner shall, for federal income tax purposes, treat the transaction between the General Partner and the Redeeming Partner as a sale of the Redeeming Partner's Partnership Units to the
General Partner. Nothing contained in this Section&nbsp;8.6.B shall imply any right of the General Partner to require any Limited Partner to exercise the Redemption Right afforded to such Limited
Partner pursuant to Section&nbsp;8.6.A above. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(iv)&nbsp;In
the event that the General Partner determines to pay the Redeeming Partner the Redemption Amount in the form of Shares, the total number of Shares to be paid to the
Redeeming Partner in exchange for the Redeeming Partner's Partnership Units shall be the applicable Shares Amount. In the event this amount is not a whole number of Shares, the Redeeming Partner shall
be paid (i)&nbsp;that number of Shares which equals the nearest whole number less than such amount plus (ii)&nbsp;an amount of cash which the General Partner determines, in its reasonable
discretion, to represent the fair value of the remaining fractional Share which would otherwise be payable to the Redeeming Partner. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(v)&nbsp;Each
Redeeming Partner agrees to execute such documents as the General Partner may reasonably require in connection with the issuance of Shares upon exercise of the Redemption
Right. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;C.</FONT><FONT
SIZE=2><I>&nbsp;&nbsp;&nbsp;&nbsp;Exceptions to Exercise of Redemption Right.</I></FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;Notwithstanding the provisions of Sections 8.6.A and 8.6.B above,
a Partner shall not be entitled to exercise the Redemption Right pursuant to Section&nbsp;8.6.A above if (but only as long as) the delivery of Shares to such Partner on the Specified Redemption Date
(i)&nbsp;would be prohibited under the Articles of Incorporation or (ii)&nbsp;as long as the Shares are Publicly Traded, would be prohibited under applicable federal or state securities laws or
regulations (in each case regardless of whether the General Partner would in fact assume and satisfy the Redemption Right). </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;D.</FONT><FONT
SIZE=2><I>&nbsp;&nbsp;&nbsp;&nbsp;No Liens on Partnership Units Delivered for Redemption.</I></FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;Each Limited Partner covenants and agrees with the
General Partner that all Partnership Units delivered for redemption shall be delivered to the
Partnership or the General Partner, as the case may be, free and clear of all liens, and, notwithstanding anything contained herein to the contrary, neither the General Partner nor the Partnership
shall be under any obligation to acquire Partnership Units which are or may be subject to any liens. Each Limited Partner further agrees that, in the event any state or local property transfer tax is
payable as a result of the transfer of its Partnership Units to the Partnership or the General Partner, such Limited Partner shall assume and pay such transfer tax. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;E.</FONT><FONT
SIZE=2><I>&nbsp;&nbsp;&nbsp;&nbsp;Additional Partnership Interests.</I></FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;In the event that the Partnership issues Partnership Interests to any
Additional Limited Partner pursuant to Article&nbsp;IV hereof, the General Partner shall make such amendments to this Section&nbsp;8.6 as it determines are necessary to reflect the issuance of
such Partnership Interests (including setting forth any restrictions on the exercise of the Redemption Right with respect to such Partnership Interests). </FONT></P>

<P ALIGN="CENTER"><FONT SIZE=2><A
NAME="kg8784_article_ix._books,_records,_accounting_and_reports"> </A>
<A NAME="toc_kg8784_2"> </A>
<BR></FONT><FONT SIZE=2><B>ARTICLE IX.<BR>  <BR>    BOOKS, RECORDS, ACCOUNTING AND REPORTS    <BR>  </B></FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;9.01. Records and Accounting </FONT></P>


<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
General Partner shall keep or cause to be kept at the principal office of the Partnership appropriate books and records with respect to the Partnership's business, including, without
limitation, all books and records necessary to provide to the Limited Partners any information, lists and copies of documents required to be provided pursuant to Section&nbsp;9.3 below. Any records
maintained by or on </FONT></P>

<P ALIGN="CENTER"><FONT SIZE=2>41</FONT></P>

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<P><FONT SIZE=2>
behalf of the Partnership in the regular course of its business may be kept on, or be in the form of, punch cards, magnetic tape, photographs, micrographics or any other information storage device,
provided that the records so maintained are convertible into clearly legible written form within a reasonable period of time. The books of the Partnership shall be maintained, for financial and tax
reporting purposes, on an accrual basis in accordance with generally accepted accounting principles. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;9.02.
Fiscal Year </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
fiscal year of the Partnership shall be the calendar year. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;9.03.
Reports </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;A.</FONT><FONT
SIZE=2><I>&nbsp;&nbsp;&nbsp;&nbsp;Annual Reports.</I></FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;As soon as practicable, but in no event later than the date on which the General Partner
Entity mails its annual report to its stockholders, the General Partner shall cause to be mailed to each Limited Partner an annual report, as of the close of the most recently ended Partnership Year,
containing financial statements of the Partnership, or of the General Partner Entity if such statements are prepared solely on a consolidated basis with the Partnership, for such Partnership Year,
presented in accordance with generally accepted accounting principles, such statements to be audited by a nationally recognized firm of independent public accountants selected by the General Partner
Entity. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;B.</FONT><FONT
SIZE=2><I>&nbsp;&nbsp;&nbsp;&nbsp;Quarterly Reports.</I></FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;If and to the extent that the General Partner Entity mails quarterly reports to its
stockholders, as soon as practicable, but in no event later than the date on which such reports are mailed, the General Partner shall cause to be mailed to each Limited Partner a report containing
unaudited financial statements, as of the last day of such calendar quarter, of the Partnership, or of the General Partner Entity if such statements are prepared solely on a consolidated basis with
the Partnership, and such other information as may be required by applicable law or regulation, or as the General Partner determines to be appropriate. </FONT></P>

<P ALIGN="CENTER"><FONT SIZE=2><A
NAME="kg8784_article_x._tax_matters"> </A>
<A NAME="toc_kg8784_3"> </A>
<BR></FONT><FONT SIZE=2><B>ARTICLE X.<BR>  <BR>    TAX MATTERS    <BR>  </B></FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;10.01. Preparation of Tax Returns </FONT></P>


<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
General Partner shall arrange for the preparation and timely filing of all returns of Partnership income, gains, deductions, losses and other items required of the Partnership for
federal and state income tax purposes and shall use all reasonable efforts to furnish, within ninety (90)&nbsp;days of the close of each taxable year, the tax information reasonably required by
Limited Partners for federal and state income tax reporting purposes. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;10.02.
Tax Elections </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Except
as otherwise provided herein, the General Partner shall, in its sole and absolute discretion, determine whether to make any available election pursuant to the Code; </FONT> <FONT SIZE=2><I>provided, however,</I></FONT><FONT SIZE=2> that the General
Partner shall make the election under Section&nbsp;754 of the Code in accordance with applicable Regulations
thereunder. The General Partner shall have the right to seek to revoke any such election (including, without limitation, the election under Section&nbsp;754 of the Code) upon the General Partner's
determination in its sole and absolute discretion that such revocation is in the best interests of the Partners. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;10.03.
Tax Matters Partner </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;A.</FONT><FONT
SIZE=2><I>&nbsp;&nbsp;&nbsp;&nbsp;General.</I></FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;The General Partner shall be the "tax matters partner" of the Partnership for federal income tax
purposes. Pursuant to Section&nbsp;6223(c)(3) of the Code, upon receipt of notice from the IRS of the beginning of an administrative proceeding with respect to the Partnership, the tax matters
partner shall furnish the IRS with the name, address, taxpayer identification number and profit </FONT></P>

<P ALIGN="CENTER"><FONT SIZE=2>42</FONT></P>

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<P><FONT SIZE=2>
interest of each of the Limited Partners and any Assignees; </FONT><FONT SIZE=2><I>provided, however,</I></FONT><FONT SIZE=2> that such information is provided to the Partnership by the Limited
Partners. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;B.</FONT><FONT
SIZE=2><I>&nbsp;&nbsp;&nbsp;&nbsp;Powers.</I></FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;The tax matters partner is authorized, but not required: </FONT></P>

<UL>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(1)&nbsp;to
enter into any settlement with the IRS with respect to any administrative or judicial proceedings for the adjustment of Partnership items required to be taken into account
by a Partner for income tax purposes (such administrative proceedings being referred to as a "tax audit" and such judicial proceedings being referred to as "judicial review"), and in the settlement
agreement the tax matters partner may expressly state that such agreement shall bind all Partners, except that such settlement agreement shall not bind any Partner (i)&nbsp;who (within the time
prescribed pursuant to the Code and Regulations) files a statement with the IRS providing that the tax matters partner shall not have the authority to enter into a settlement agreement on behalf of
such Partner or (ii)&nbsp;who is a "notice partner" (as defined in Section&nbsp;6231(a)(8) of the Code) or a member of a "notice group" (as defined in Section&nbsp;6223(b)(2) of the Code); </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(2)&nbsp;in
the event that a notice of a final administrative adjustment at the Partnership level of any item required to be taken into account by a Partner for tax purposes (a "final
adjustment") is mailed to the tax matters partner, to seek judicial review of such final adjustment, including the filing of a petition for readjustment with the Tax Court or the filing of a complaint
for refund with the United States Claims Court or the District Court of the United States for the district in which the Partnership's principal place of business is located; </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(3)&nbsp;to
intervene in any action brought by any other Partner for judicial review of a final adjustment; </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(4)&nbsp;to
file&nbsp;a request for an administrative adjustment with the IRS at any time and, if any part of such request is not allowed by the IRS, to file an appropriate pleading
(petition or complaint) for judicial review with respect to such request; </FONT></P>


<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(5)&nbsp;to
enter into an agreement with the IRS to extend the period for assessing any tax which is attributable to any item required to be taken into account by a Partner for tax
purposes, or an item affected by such item; and </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(6)&nbsp;to
take any other action on behalf of the Partners of the Partnership in connection with any tax audit or judicial review proceeding to the extent permitted by applicable law
or regulations. </FONT></P>

</UL>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
taking of any action and the incurring of any expense by the tax matters partner in connection with any such proceeding, except to the extent required by law, is a matter in the sole
and absolute discretion of the tax matters partner and the provisions relating to indemnification of the General Partner set forth in Section&nbsp;7.7 hereof shall be fully applicable to the tax
matters partner in its capacity as such. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;C.</FONT><FONT
SIZE=2><I>&nbsp;&nbsp;&nbsp;&nbsp;Reimbursement.</I></FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;The tax matters partner shall receive no compensation for its services. All third party costs
and expenses incurred by the tax matters partner in performing its duties as such (including legal and accounting fees and expenses) shall be borne by the Partnership. Nothing herein shall be
construed to restrict the Partnership from engaging an accounting firm or a law firm to assist the tax matters partner in discharging its duties hereunder, as long as the compensation paid by the
Partnership for such services is reasonable. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;10.04.
Organizational Expenses </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
Partnership shall elect to deduct expenses, if any, incurred by it in organizing the Partnership ratably over a sixty (60)&nbsp;month period as provided in Section&nbsp;709 of
the Code. </FONT></P>

<P ALIGN="CENTER"><FONT SIZE=2>43</FONT></P>

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<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;10.05.
Withholding </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Each
Limited Partner hereby authorizes the Partnership to withhold from or pay on behalf of or with respect to such Limited Partner any amount of federal, state, local, or foreign taxes
that the General Partner determines that the Partnership is required to withhold or pay with respect to any amount distributable or allocable to such Limited Partner pursuant to this Agreement,
including, without limitation, any taxes required to be withheld or paid by the Partnership pursuant to Section&nbsp;1441, 1442, 1445, or 1446 of the Code. Any amount paid on behalf of or with
respect to a Limited Partner shall constitute a recourse loan by the Partnership to such Limited Partner, which loan shall be repaid by such Limited Partner within fifteen (15)&nbsp;days after
notice from the General Partner that such payment must be made unless (i)&nbsp;the Partnership withholds such payment from a distribution which would otherwise be made to the Limited Partner or
(ii)&nbsp;the General Partner determines, in its sole and absolute discretion, that such payment may be satisfied out of the available funds of the Partnership which would, but for such payment, be
distributed to the Limited Partner. Any amounts withheld
pursuant to the foregoing clauses (i)&nbsp;or (ii)&nbsp;shall be treated as having been distributed to such Limited Partner. Each Limited Partner hereby unconditionally and irrevocably grants to
the Partnership a security interest in such Limited Partner's Partnership Interest to secure such Limited Partner's obligation to pay to the Partnership any amounts required to be paid pursuant to
this Section&nbsp;10.5. In the event that a Limited Partner fails to pay any amounts owed to the Partnership pursuant to this Section&nbsp;10.5 when due, the General Partner may, in its sole and
absolute discretion, elect to make the payment to the Partnership on behalf of such defaulting Limited Partner, and in such event shall be deemed to have loaned such amount to such defaulting Limited
Partner and shall succeed to all rights and remedies of the Partnership as against such defaulting Limited Partner (including, without limitation, the right to receive distributions). Any amounts
payable by a Limited Partner hereunder shall bear interest at the base rate on corporate loans at large United States money center commercial banks, as published from time to time in the </FONT> <FONT SIZE=2><I>Wall Street Journal</I></FONT><FONT
SIZE=2>, plus four (4)&nbsp;percentage points (but not higher than the maximum lawful rate) from the date such amount is due (i.e.,
fifteen (15)&nbsp;days after demand) until such amount is paid in full. Each Limited Partner shall take such actions as the Partnership or the General Partner shall request in order to perfect or
enforce the security interest created hereunder. </FONT></P>

<P ALIGN="CENTER"><FONT SIZE=2>44</FONT></P>

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<P ALIGN="CENTER"><FONT SIZE=2><A
NAME="ki8784_article_xi._transfers_and_withdrawals"> </A>
<A NAME="toc_ki8784_1"> </A>
<BR></FONT><FONT SIZE=2><B>ARTICLE XI.<BR>  <BR>    TRANSFERS AND WITHDRAWALS    <BR>  </B></FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;11.01. Transfer </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;A.</FONT><FONT
SIZE=2><I>&nbsp;&nbsp;&nbsp;&nbsp;Definition.</I></FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;The term "transfer," when used in this Article&nbsp;XI with respect to a Partnership Interest
or a Partnership Unit, shall be deemed to refer to a transaction by which the General Partner purports to assign all or any part of its General Partnership Interest to another Person or by which a
Limited Partner purports to assign all or any part of its Limited Partnership Interest to another Person, and includes a sale, assignment, gift, pledge, encumbrance, hypothecation, mortgage, exchange
or any other disposition by law or otherwise. The term "transfer" when used in this Article&nbsp;XI does not include any redemption or repurchase of Partnership Units by the Partnership from a
Partner (including the General Partner) or acquisition of Partnership Units from a Limited Partner by the General Partner pursuant to Section&nbsp;8.6 hereof or otherwise. No part of the interest of
a Limited Partner shall be subject to the claims of any creditor, any spouse for alimony or support, or to legal process, and may not be voluntarily or involuntarily alienated or encumbered except as
may be specifically provided for in this Agreement. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;B.</FONT><FONT
SIZE=2><I>&nbsp;&nbsp;&nbsp;&nbsp;General.</I></FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;No Partnership Interest shall be transferred, in whole or in part, except in accordance with the
terms and conditions set forth in this Article&nbsp;XI. Any transfer or purported transfer of a Partnership Interest not made in accordance with this Article&nbsp;XI shall be null and void. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;11.02.
Transfers of Partnership Interests of General Partner </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;A.
Except for transfers of Partnership Units to the Partnership as provided in Section&nbsp;7.5 or Section&nbsp;8.6 hereof, the General Partner may not transfer any of its
Partnership Interest (including both its General Partnership Interest and its Limited Partnership Interest) except in connection with a transaction described in Section&nbsp;11.2.B below or as
otherwise expressly permitted under this Agreement), nor shall the General Partner withdraw as General Partner except in connection with a transaction described in Section&nbsp;11.2.B below. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;B.
The General Partner shall not engage in any merger (including a triangular merger), consolidation or other combination with or into another person, sale of all or substantially all of
its assets or any reclassification, recapitalization or change of outstanding Shares (other than a change in par value, or from par value to no par value, or as a result of a subdivision or
combination as described in the definition of "Conversion Factor") ("Termination Transaction"), unless the Termination Transaction has been approved by the Consent of the Partners holding a majority
or more of the then outstanding Percentage Interests (including the effect of any Partnership Units held by the General Partner) and in connection with which all Limited Partners either will receive,
or will have the right to elect to receive, for each Partnership Unit an amount of cash, securities, or other property equal to the product of the Conversion Factor and the greatest amount of cash,
securities or other property paid to a holder of Shares, if any, corresponding to such Partnership Unit that was issued pursuant to Section&nbsp;4.2.A hereof in consideration of one such Share at
any time during the period from and after the date on which the Termination Transaction is consummated; </FONT><FONT SIZE=2><I>provided that,</I></FONT><FONT SIZE=2> if, in connection with the
Termination Transaction, a purchase, tender or exchange offer shall have been made to and accepted by the holders of more than fifty percent (50%) of the outstanding Shares, each holder of Partnership
Units shall receive, or shall have the right to elect to receive, the greatest amount of cash, securities, or other property which such holder would have received had it exercised the Redemption Right
and received Shares in exchange for its Partnership Units immediately prior to the expiration of such purchase, tender or exchange offer and had thereupon accepted such purchase, tender or exchange
offer. </FONT></P>

<P ALIGN="CENTER"><FONT SIZE=2>45</FONT></P>

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<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;11.03.
Limited Partners' Rights to Transfer </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;A.</FONT><FONT
SIZE=2><I>&nbsp;&nbsp;&nbsp;&nbsp;General.</I></FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;Subject to the provisions of Sections 11.3.C, 11.3.D, 11.3.E, 11.4 and 11.6 below, prior to the
second anniversary of the Effective Date, a Limited Partner may not transfer any of such Limited Partner's rights as a Limited Partner without the consent of the General Partner, which consent the
General Partner may withhold in its sole discretion if it determines that such a transfer would cause any or all of the Limited Partners other than the Limited Partner seeking to transfer its rights
as a Limited Partner to be subject to tax liability as a result of such transfer. Any purported transfer attempted in violation of the foregoing sentence shall be deemed void </FONT> <FONT SIZE=2><I>ab initio</I></FONT><FONT SIZE=2> and shall have no
force or effect. Subject to the provisions of Sections 11.3.C, 11.3.D, 11.3.E, 11.4 and 11.6 below, on or after the second
anniversary of the Effective Date, a Limited Partner (other than the General Partner) may transfer, with or without the consent of the General Partner, all or any portion of its Partnership Interest,
or any of such Limited Partner's rights as a Limited Partner, provided that prior written notice of such proposed transfer is delivered to the General Partner. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;B.</FONT><FONT
SIZE=2><I>&nbsp;&nbsp;&nbsp;&nbsp;Incapacitated Limited Partners.</I></FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;If a Limited Partner is subject to Incapacity, the executor, administrator,
trustee, committee, guardian, conservator or receiver of such Limited Partner's estate shall have all the rights of a Limited Partner, but not more rights than those enjoyed by other Limited Partners
for the purpose of settling or managing the estate and such power as the Incapacitated Limited Partner possessed to transfer all or any part of its interest in the Partnership. The Incapacity of a
Limited Partner, in and of itself, shall not dissolve or terminate the Partnership. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;C.</FONT><FONT
SIZE=2><I>&nbsp;&nbsp;&nbsp;&nbsp;No Transfers Violating Securities Laws.</I></FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;The General Partner may prohibit any transfer of Partnership Units by
a Limited Partner if, in the opinion of legal counsel to the Partnership, such transfer would require filing of a registration statement under the Securities Act or would otherwise violate any
federal, or state securities laws or regulations applicable to the Partnership or the Partnership Unit. </FONT></P>


<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;D.</FONT><FONT
SIZE=2><I>&nbsp;&nbsp;&nbsp;&nbsp;No Transfers Affecting Tax Status of Partnership.</I></FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;No transfer of Partnership Units by a Limited Partner
(including a redemption or exchange pursuant to Section&nbsp;8.6 hereof) may be made to any Person if (i)&nbsp;in the opinion of legal counsel for the Partnership, it would result in the
Partnership being treated as an association taxable as a corporation for federal income tax purposes or would result in a termination of the Partnership for federal income tax purposes (except as a
result of the redemption or exchange for Shares of all Partnership Units held by all Limited Partners other than the General Partner or the General Partner Entity or any Subsidiary of either the
General Partner or the General Partner Entity or pursuant to a transaction expressly permitted under Section&nbsp;7 11.B or Section&nbsp;11.2 hereof), (ii)&nbsp;in the opinion of legal counsel
for the Partnership, it would adversely affect the ability of the General Partner Entity to continue to qualify as a REIT or would subject the General Partner Entity to any additional taxes under
Section&nbsp;857 or Section&nbsp;4981 of the Code or (iii)&nbsp;such transfer is effectuated through an "established securities market" or a "secondary market (or the substantial equivalent
thereof)" within the meaning of Section&nbsp;7704 of the Code. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;E.</FONT><FONT
SIZE=2><I>&nbsp;&nbsp;&nbsp;&nbsp;No Transfers to Holders of Nonrecourse Liabilities.</I></FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;No pledge or transfer of any Partnership Units may be
made to a lender to the Partnership, or to any Person who is related (within the meaning of Section&nbsp;1.752-4(b) of the Regulations) to any lender to the Partnership, whose loan
constitutes a Nonrecourse Liability without the consent of the General Partner, in its sole and absolute discretion; provided that, as a condition to such consent the lender will be required to enter
into an arrangement with the Partnership and the General Partner to exchange or redeem for the Redemption Amount any Partnership Units transferred or in which a security interest is held
simultaneously with the time at which such lender would be deemed to be a partner in the Partnership for purposes of allocating liabilities to such lender under Section&nbsp;752 of the Code. </FONT></P>


<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;F.</FONT><FONT
SIZE=2><I>&nbsp;&nbsp;&nbsp;&nbsp;Transfer Register.</I></FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;The General Partner shall keep a register for the Partnership on which the transfer,
pledge or release of Partnership Units shall be shown and pursuant to which entries shall be </FONT></P>

<P ALIGN="CENTER"><FONT SIZE=2>46</FONT></P>

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<P><FONT SIZE=2>
made to effect all transfers, pledges or releases as required by Sections 8-207, 8-313(1) and 8-321 of the Uniform Commercial Code, as amended, in effect in the
States of New York and Delaware; </FONT><FONT SIZE=2><I>provided, however,</I></FONT><FONT SIZE=2> that if there is any conflict between such requirements, the provisions of the Delaware Uniform
Commercial Code shall govern. The General Partner shall (i)&nbsp;place proper entries in such register clearly showing each transfer and each pledge and grant of security interest and the transfer
and assignment pursuant thereto, such entries to be endorsed by the General Partner and (ii)&nbsp;maintain the register and make the register available for inspection by all of the Partners and
their pledgees at all times during the term of this Agreement. Nothing herein shall be deemed a consent to any pledge or transfer otherwise prohibited under this Agreement. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;11.04.
Substituted Limited Partners </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;A.</FONT><FONT
SIZE=2><I>&nbsp;&nbsp;&nbsp;&nbsp;Consent of General Partner.</I></FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;No Limited Partner shall have the right to substitute a transferee as a Limited
Partner in its place without the consent of the General Partner to the admission of a transferee of the interest of a Limited Partner pursuant to this Section&nbsp;11.4 as a Substituted Limited
Partner, which consent may be given or withheld by the General Partner in its sole and absolute discretion. The General Partner's failure or refusal to permit a transferee of any such interests to
become a Substituted Limited Partner shall not give rise to any cause of action against the Partnership or any Partner. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;B.</FONT><FONT
SIZE=2><I>&nbsp;&nbsp;&nbsp;&nbsp;Rights of Substituted Limited Partner.</I></FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;A transferee who has been admitted as a Substituted Limited Partner in
accordance with this Article&nbsp;XI shall have all the rights and powers and be subject to all the restrictions and liabilities of a Limited Partner under this Agreement. The admission of any
transferee as a Substituted Limited Partner shall be conditioned upon the transferee executing and delivering to the Partnership an acceptance of all the terms and conditions of this Agreement
(including, without limitation, the provisions of Section&nbsp;15.11 hereof and such other documents or instruments as may be required to effect the admission). </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;C.</FONT><FONT
SIZE=2><I>&nbsp;&nbsp;&nbsp;&nbsp;Amendment and Restatement of Exhibit&nbsp;A.</I></FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;Upon the admission of a Substituted Limited Partner, the
General Partner shall amend and restate Exhibit&nbsp;A hereto to reflect the name, address, Capital Account, number of Partnership Units, and Percentage Interest of such Substituted Limited Partner
and to eliminate or adjust, if necessary, the name, address, Capital Account and Percentage Interest of the predecessor of such Substituted Limited Partner. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;11.05.
Assignees </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;If
the General Partner, in its sole and absolute discretion, does not consent to the admission of any permitted transferee under Section&nbsp;11.3 above as a Substituted Limited
Partner, as described in Section&nbsp;11.4 above, such transferee shall be considered an Assignee for purposes of this Agreement. An Assignee shall be entitled to all the rights of an assignee of a
limited partnership interest under the Act, including the right to receive distributions from the Partnership and the share of Net Income, Net Losses, gain, loss and Recapture Income attributable to
the Partnership Units assigned to such transferee, and shall have the rights granted to the Limited Partners under Section&nbsp;8.6 hereof but shall not be deemed to be a holder of Partnership Units
for any other purpose under this Agreement, and shall not be entitled to vote such Partnership Units in any matter presented to the Limited Partners for a vote (such Partnership Units being deemed to
have been voted on such matter in the same proportion as all other Partnership Units held by Limited Partners are voted). In the event any such transferee desires to make a further assignment of any
such Partnership Units, such transferee shall be subject to all the provisions of this Article&nbsp;XI to the same extent and in the same manner as any Limited Partner desiring to make an assignment
of Partnership Units. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;11.06.
General Provisions </FONT></P>

<P ALIGN="CENTER"><FONT SIZE=2>47</FONT></P>

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<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;A.</FONT><FONT
SIZE=2><I>&nbsp;&nbsp;&nbsp;&nbsp;Withdrawal of Limited Partner.</I></FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;No Limited Partner may withdraw from the Partnership other than as a result of
a permitted transfer of all of such Limited Partner's Partnership Units in accordance with this Article&nbsp;XI or pursuant to redemption of all of its Partnership Units under Section&nbsp;8.6
hereof. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;B.</FONT><FONT
SIZE=2><I>&nbsp;&nbsp;&nbsp;&nbsp;Termination of Status as Limited Partner.</I></FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;Any Limited Partner who shall transfer all of its Partnership Units
in a transfer permitted pursuant to this Article&nbsp;XI or pursuant to redemption of all of its Partnership Units under Section&nbsp;8.6 hereof shall cease to be a Limited Partner. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;C.</FONT><FONT
SIZE=2><I>&nbsp;&nbsp;&nbsp;&nbsp;Timing of Transfers.</I></FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;Transfers pursuant to this Article&nbsp;XI may only be made on the first day of a
fiscal quarter of the Partnership, unless the General Partner otherwise agrees. </FONT></P>


<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;D.</FONT><FONT
SIZE=2><I>&nbsp;&nbsp;&nbsp;&nbsp;Allocations.</I></FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;If any Partnership Interest is transferred during any quarterly segment of the Partnership's
fiscal year in compliance with the provisions of this Article&nbsp;XI or redeemed or transferred pursuant to Section&nbsp;8.6 hereof, Net Income, Net Losses, each item thereof and all other items
attributable to such interest for such fiscal year shall be divided and allocated between the transferor Partner and the transferee Partner by taking into account their varying interests during the
fiscal year in accordance with Section&nbsp;706(d) of the Code, using the interim closing of the books method (unless the General Partner, in its sole and absolute discretion, elects to adopt a
daily, weekly, or a monthly proration period, in which event Net Income, Net Losses, each item thereof and all other items attributable to such interest for such fiscal year shall be prorated based
upon the applicable method selected by the General Partner). Solely for purposes of making such allocations, each of such items for the calendar month in which the transfer or redemption occurs shall
be allocated to the Person who is a Partner as of midnight on the last day of said month. All distributions of Available Cash attributable to any Partnership Unit with respect to which the Partnership
Record Date is before the date of such transfer, assignment or redemption shall be made to the transferor Partner or the Redeeming Partner, as the case may be, and, in the case of a transfer or
assignment other than a redemption, all distributions of Available Cash thereafter attributable to such Partnership Unit shall be made to the transferee Partner. </FONT></P>


<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;E.</FONT><FONT
SIZE=2><I>&nbsp;&nbsp;&nbsp;&nbsp;Additional Restrictions.</I></FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;In addition to any other restrictions on transfer herein contained, including
without limitation the provisions of this Article&nbsp;XI, in no event may any transfer or assignment of a Partnership Interest by any Partner (including pursuant to Section&nbsp;8.6 hereof) be
made without the express consent of the General Partner, in its sole and absolute discretion, (i)&nbsp;to any person or entity who lacks the legal right, power or capacity to own a Partnership
Interest; (ii)&nbsp;in violation of applicable law; (iii)&nbsp;of any component portion of a Partnership Interest, such as the Capital Account, or rights to distributions, separate and apart from
all other components of a Partnership Interest; (iv)&nbsp;if in the opinion of legal counsel to the Partnership such transfer would cause a termination of the Partnership for federal or state income
tax purposes (except as a result of the redemption or exchange for Shares of all Partnership Units held by all Limited Partners or pursuant to a transaction expressly permitted under
Section&nbsp;7.11.B or Section&nbsp;11.2 hereof); (v)&nbsp;if in the opinion of counsel to the Partnership, such transfer would cause the Partnership to cease to be classified as a partnership
for federal income tax purposes (except as a result of the redemption or exchange for Shares of all Partnership Units held by all Limited Partners or pursuant to a transaction expressly permitted
under Section&nbsp;7.11.B or
Section&nbsp;11.2 hereof); (vi)&nbsp;if such transfer would cause the Partnership to become, with respect to any employee benefit plan subject to Title I of ERISA, a
"party-in-interest" (as defined in Section&nbsp;3(14) of ERISA) or a "disqualified person" (as defined in Section&nbsp;4975(c) of the Code); (vii)&nbsp;if such transfer
would, in the opinion of counsel to the Partnership, cause any portion of the assets of the Partnership to constitute assets of any employee benefit plan pursuant to Department of Labor Regulations
Section&nbsp;2510.1101; (viii)&nbsp;if such transfer requires the registration of such Partnership Interest pursuant to any applicable federal or state securities laws; (ix)&nbsp;if such
transfer is effectuated through an "established securities market" or a "secondary market" (or the substantial equivalent thereof) within the meaning of Section&nbsp;7704 of the Code or such
transfer causes the Partnership to become a "publicly traded partnership," as such term is defined in Section&nbsp;469(k)(2) or Section&nbsp;7704(b) </FONT></P>

<P ALIGN="CENTER"><FONT SIZE=2>48</FONT></P>

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of the Code; (x)&nbsp;if such transfer subjects the Partnership to regulation under the Investment Company Act of 1940, the Investment Advisors Act of 1940 or the Employee Retirement Income
Security Act of 1974, each as amended; (xi)&nbsp;if the transferee or assignee of such Partnership Interest is unable to make the representations set forth in Section&nbsp;15.15 hereof or such
transfer could otherwise adversely affect the ability of the General Partner Entity to remain qualified as a REIT; or (xii)&nbsp;if in the opinion of legal counsel for the Partnership, such transfer
would adversely affect the ability of the General Partner Entity to continue to qualify as a REIT or subject the General Partner Entity to any additional taxes under Section&nbsp;857 or
Section&nbsp;4981 of the Code. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;F.</FONT><FONT
SIZE=2><I>&nbsp;&nbsp;&nbsp;&nbsp;Avoidance of "Publicly Traded Partnership" Status.</I></FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;The General Partner shall monitor the transfers of
interests in the Partnership to determine (i)&nbsp;if such interests are being traded on an "established securities market" or a "secondary market (or the substantial equivalent thereof)" within the
meaning of Section&nbsp;7704 of the Code and (ii)&nbsp;whether additional transfers of interests would result in the Partnership being unable to qualify for at least one of the "safe harbors" set
forth in Regulations Section&nbsp;1.7704-1 (or such other guidance subsequently published by the IRS setting forth safe harbors under which interests will not be treated as "readily
tradable on a secondary market (or the substantial equivalent thereof") within the meaning of Section&nbsp;7704 of the Code (the "Safe Harbors"). The General Partner shall take all steps reasonably
necessary or appropriate to prevent any trading of interests or any recognition by the Partnership of transfers made on such markets and, except as otherwise provided herein, to insure that at least
one of the Safe Harbors is met. </FONT></P>

<P ALIGN="CENTER"><FONT SIZE=2><A
NAME="ki8784_article_xii._admission_of_partners"> </A>
<A NAME="toc_ki8784_2"> </A>
<BR></FONT><FONT SIZE=2><B>ARTICLE XII.<BR>  <BR>    ADMISSION OF PARTNERS    <BR>  </B></FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;12.01. Admission of Successor General Partner </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;A
successor to all of the General Partner's General Partnership Interest pursuant to Section&nbsp;11.2 hereof who is proposed to be admitted as a successor General Partner shall be
admitted to the Partnership as the General Partner, effective upon such transfer. Any such transferee shall carry on the business of the Partnership without dissolution. In each case, the admission
shall be subject to the successor General Partner's executing and delivering to the Partnership an acceptance of all of the terms and conditions
of this Agreement and such other documents or instruments as may be required to effect the admission. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;12.02.
Admission of Additional Limited Partners </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;A.</FONT><FONT
SIZE=2><I>&nbsp;&nbsp;&nbsp;&nbsp;General.</I></FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;No Person shall be admitted as an Additional Limited Partner without the consent of the General
Partner, which consent shall be given or withheld in the General Partner's sole and absolute discretion. A Person who makes a Capital Contribution to the Partnership in accordance with this Agreement,
including, without limitation, pursuant to Section&nbsp;4.1.C hereof, or who exercises an option to receive Partnership Units shall be admitted to the Partnership as an Additional Limited Partner
only with the consent of the General Partner and only upon furnishing to the General Partner (i)&nbsp;evidence of acceptance in form satisfactory to the General Partner of all of the terms and
conditions of this Agreement, including, without limitation, the power of attorney granted in Section&nbsp;15.11 hereof and (ii)&nbsp;such other documents or instruments as may be required in the
discretion of the General Partner in order to effect such Person's admission as an Additional Limited Partner. The admission of any Person as an Additional Limited Partner shall become effective on
the date upon which the name of such Person is recorded on the books and records of the Partnership, following the consent of the General Partner to such admission. </FONT></P>


<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;B.</FONT><FONT
SIZE=2><I>&nbsp;&nbsp;&nbsp;&nbsp;Allocations to Additional Limited Partners.</I></FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;If any Additional Limited Partner is admitted to the Partnership
on any day other than the first day of a Partnership Year, then Net Income, Net Losses, each item thereof and all other items allocable among Partners and Assignees for such </FONT></P>

<P ALIGN="CENTER"><FONT SIZE=2>49</FONT></P>

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Partnership Year shall be allocated among such Additional Limited Partner and all other Partners and Assignees by taking into account their varying interests during the Partnership Year in accordance
with Section&nbsp;706(d) of the Code, using the interim closing of the books method (unless the General Partner, in its sole and absolute discretion, elects to adopt a daily, weekly or monthly
proration method, in which event Net Income, Net Losses, and each item thereof would be prorated based upon the applicable period selected by the General Partner). Solely for purposes of making such
allocations, each of such items for the calendar month in which an admission of any Additional Limited Partner occurs shall be allocated among all the Partners and Assignees including such Additional
Limited Partner. All distributions of Available Cash with respect to which the Partnership Record Date is before the date of such admission shall be made solely to Partners and Assignees other than
the Additional Limited Partner, and all distributions of Available Cash thereafter shall be made to all the Partners and Assignees including such Additional Limited Partner. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;12.03.
Amendment of Agreement and Certificate of Limited Partnership </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;For
the admission to the Partnership of any Partner, the General Partner shall take all steps necessary and appropriate under the Act to amend the records of the Partnership (including
an amendment and restatement of <U>Exhibit&nbsp;A</U> hereto) and, if necessary, to prepare as soon as practical an amendment of this
Agreement and, if required by law, shall prepare and file an amendment to the Certificate and may for this purpose exercise the power of attorney granted pursuant to Section&nbsp;15.11 hereof. </FONT></P>

<P ALIGN="CENTER"><FONT SIZE=2><A
NAME="ki8784_article_xiii._dissolution_and_liquidation"> </A>
<A NAME="toc_ki8784_3"> </A>
<BR></FONT><FONT SIZE=2><B>ARTICLE XIII.<BR>  <BR>    DISSOLUTION AND LIQUIDATION    <BR>  </B></FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;13.01. Dissolution </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
Partnership shall not be dissolved by the admission of Substituted Limited Partners or Additional Limited Partners or by the admission of a successor General Partner in accordance
with the terms of this Agreement. Upon the withdrawal of the General Partner, any successor General Partner shall continue the business of the Partnership. The Partnership shall dissolve, and its
affairs shall be wound up, upon the first to occur of any of the following ("Liquidating Events"): </FONT></P>

<UL>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i)&nbsp;the
expiration of its term as provided in Section&nbsp;2.4 hereof; </FONT></P>

</UL>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i)&nbsp;an
event of withdrawal of the General Partner, as defined in the Act (other than an event of bankruptcy), unless, within ninety (90)&nbsp;days after the withdrawal a
"majority in interest" (as defined below) of the remaining Partners Consent in writing to continue the business of the Partnership and to the appointment, effective as of the date of withdrawal, of a
substitute General Partner; </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(ii)&nbsp;an
election to dissolve the Partnership made by the General Partner, in its sole and absolute discretion, on or after January&nbsp;1, 2047; </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(iii)&nbsp;entry
of a decree of judicial dissolution of the Partnership pursuant to the provisions of the Act; </FONT></P>

<UL>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(v)&nbsp;the
sale of all or substantially all of the assets and properties of the Partnership for cash or for marketable securities (subject to Section&nbsp;7.11.C); or </FONT></P>

</UL>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(iv)&nbsp;a
final and nonappealable judgment is entered by a court of competent jurisdiction ruling that the General Partner is bankrupt or insolvent, or a final and nonappealable
order for relief is entered by a court with appropriate jurisdiction against the General Partner, in each case under any federal or state bankruptcy or insolvency laws as now or hereafter in effect,
unless prior to or within ninety days after of the entry of such order or judgment a "majority in interest" (as defined below) of the remaining Partners Consent in writing to continue the business of
the Partnership and to the </FONT></P>

<P ALIGN="CENTER"><FONT SIZE=2>50</FONT></P>

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appointment, effective as of a date prior to the date of such order or judgment, of a substitute General Partner. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;As
used herein, a "majority in interest" shall refer to Partners (excluding the General Partner) who hold more than fifty percent (50%) of the outstanding Percentage Interests not held
by the General Partner. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;13.02.
Winding Up </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;A.</FONT><FONT
SIZE=2><I>&nbsp;&nbsp;&nbsp;&nbsp;General.</I></FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;Upon the occurrence of a Liquidating Event, the Partnership shall continue solely for the purposes
of winding up its affairs in an orderly manner, liquidating its assets, and satisfying the claims of its creditors and Partners. No Partner shall take any action that is inconsistent with, or not
necessary to or appropriate for, the winding up of the Partnership's business and affairs. The General Partner (or, in the event there is no remaining General Partner, any Person elected by a majority
in interest of the Limited Partners (the "Liquidator")) shall be responsible for overseeing the winding up and dissolution of the Partnership and shall take full account of the Partnership's
liabilities and property and the Partnership property shall be liquidated as promptly as is consistent with obtaining the fair value thereof, and the proceeds therefrom (which may, to the extent
determined by the General Partner, include equity or other securities of the General Partner or any other entity) shall be applied and distributed in the following order: </FONT></P>

<UL>
<DL compact>
<DT style='margin-bottom:-11pt;'><FONT SIZE=2>(1)</FONT></DT><DD><FONT SIZE=2>First,
to the payment and discharge of all of the Partnership's debts and liabilities to creditors other than the Partners;
<BR><BR></FONT></DD><DT style='margin-bottom:-11pt;'><FONT SIZE=2>(2)</FONT></DT><DD><FONT SIZE=2>Second,
to the payment and discharge of all of the Partnership's debts and liabilities to the Partners; and
<BR><BR></FONT></DD><DT style='margin-bottom:-11pt;'><FONT SIZE=2>(3)</FONT></DT><DD><FONT SIZE=2>The
balance, if any, to the Partners in accordance with their Capital Accounts, after giving effect to all contributions, distributions, and allocations for all periods. </FONT></DD></DL>
</UL>

<P><FONT SIZE=2>The
General Partner shall not receive any additional compensation for any services performed pursuant to this Article&nbsp;XIII. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;B.</FONT><FONT
SIZE=2><I>&nbsp;&nbsp;&nbsp;&nbsp;Deferred Liquidation.</I></FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;Notwithstanding the provisions of Section&nbsp;13.2.A above which require liquidation
of the assets of the Partnership, but subject to the order of priorities set forth therein, if prior to or
upon dissolution of the Partnership the Liquidator determines that an immediate sale of part or all of the Partnership's assets would be impractical or would cause undue loss to the Partners, the
Liquidator may, in its sole and absolute discretion, defer for a reasonable time the liquidation of any assets except those necessary to satisfy liabilities of the Partnership (including to those
Partners as creditors) or distribute to the Partners, in lieu of cash, as tenants in common and in accordance with the provisions of Section&nbsp;13.2.A above, undivided interests in such
Partnership assets as the Liquidator deems not suitable for liquidation. Any such distributions in kind shall be made only if, in the good faith judgment of the Liquidator, such distributions in kind
are in the best interest of the Partners, and shall be subject to such conditions relating to the disposition and management of such properties as the Liquidator deems reasonable and equitable and to
any agreements governing the operation of such properties at such time. The Liquidator shall determine the fair market value of any property distributed in kind using such reasonable method of
valuation as it may adopt. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;13.03.
Compliance with Timing Requirements of Regulations </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Subject
to Section&nbsp;13.4 below, in the event the Partnership is "liquidated" within the meaning of Regulations Section&nbsp;1.704-1(b)(2)(ii)(g), distributions shall
be made pursuant to this Article&nbsp;XIII to the General Partner and Limited Partners who have positive Capital Accounts in compliance with Regulations
Section&nbsp;1.704-1(b)(2)(ii)(b)(2). If any Partner has a deficit balance in its Capital Account (after giving effect to all contributions, distributions and allocations for all taxable
years, including the year during which such liquidation occurs), such Partner shall have no obligation to make any </FONT></P>

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<P><FONT SIZE=2>
contribution to the capital of the Partnership with respect to such deficit, and such deficit shall not be considered a debt owed to the Partnership or to any other Person for any purpose whatsoever.
In the discretion of the General Partner, a pro rata portion of the distributions that would otherwise be made to the General Partner and Limited Partners pursuant to this Article&nbsp;XIII may be:
(A)&nbsp;distributed to a trust established for the benefit of the General Partner and Limited Partners for the purposes of liquidating Partnership assets, collecting amounts owed to the Partnership
and paying any contingent or unforeseen liabilities or obligations of the Partnership or of the General Partner arising out of or in connection with the Partnership (in which case the assets of any
such trust shall be distributed to the General Partner and Limited Partners from time to time, in the reasonable discretion of the General Partner, in the same proportions as the amount distributed to
such trust by the Partnership would otherwise have been distributed to the General Partner and Limited Partners pursuant to this Agreement); or (B)&nbsp;withheld to provide a reasonable reserve for
Partnership liabilities (contingent or otherwise) and to reflect the unrealized portion of any installment obligations owed to the Partnership, provided that such withheld amounts shall be distributed
to the General Partner and Limited Partners as soon as practicable. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;13.04.
Deemed Distribution and Recontribution </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Notwithstanding
any other provision of this Article&nbsp;XIII, in the event the Partnership is deemed liquidated within the meaning of Regulations
Section&nbsp;1.704-1(b)(2)(ii)(g) but no Liquidating Event has occurred, the Partnership's property shall not be liquidated, the Partnership's liabilities shall not be paid or discharged
and the Partnership's affairs shall not be wound up. Instead, for federal income tax
purposes and for purposes of maintaining Capital Accounts pursuant to <U>Exhibit&nbsp;B</U> hereto, the Partnership shall be deemed to have distributed its assets in kind to
the General Partner and Limited Partners, who shall be deemed to have assumed and taken such assets subject to all Partnership liabilities, all in accordance with their respective Capital Accounts.
Immediately thereafter, the General Partner and Limited Partners shall be deemed to have recontributed the Partnership assets in kind to the Partnership, which shall be deemed to have assumed and
taken such assets subject to all such liabilities. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;13.05.
Rights of Limited Partners </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Except
as otherwise provided in this Agreement, each Limited Partner shall look solely to the assets of the Partnership for the return of its Capital Contributions and shall have no
right or power to demand or receive property other than cash from the Partnership. Except as otherwise expressly provided in this Agreement, no Limited Partner shall have priority over any other
Limited Partner as to the return of its Capital Contributions, distributions, or allocations. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;13.06.
Notice of Dissolution </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In
the event a Liquidating Event occurs or an event occurs that would, but for provisions of an election or objection by one or more Partners pursuant to Section&nbsp;13.1 above,
result in a dissolution of the Partnership, the General Partner shall, within thirty (30)&nbsp;days thereafter, provide written notice thereof to each of the Partners and to all other parties with
whom the Partnership regularly conducts business (as determined in the discretion of the General Partner) and shall publish notice thereof in a newspaper of general circulation in each place in which
the Partnership regularly conducts business (as determined in the discretion of the General Partner). </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;13.07.
Cancellation of Certificate of Limited Partnership </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Upon
the completion of the liquidation of the Partnership cash and property as provided in Section&nbsp;13.2 above, the Partnership shall be terminated and the Certificate and all
qualifications of the Partnership as a foreign limited partnership in jurisdictions other than the State of Delaware shall be canceled and such other actions as may be necessary to terminate the
Partnership shall be taken. </FONT></P>

<P ALIGN="CENTER"><FONT SIZE=2>52</FONT></P>

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<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;13.08.
Reasonable Time for Winding Up </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;A
reasonable time shall be allowed for the orderly winding up of the business and affairs of the Partnership and the liquidation of its assets pursuant to Section&nbsp;13.2 above, in
order to minimize any losses otherwise attendant upon such winding-up, and the provisions of this Agreement shall remain in effect among the Partners during the period of liquidation. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;13.09.
Waiver of Partition </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Each
Partner hereby waives any right to partition of the Partnership property. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;13.10.
Liability of Liquidator </FONT></P>


<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
Liquidator shall be indemnified and held harmless by the Partnership in the same manner and to the same degree as an Indemnitee may be indemnified pursuant to Section&nbsp;7.11
hereof. </FONT></P>

<P ALIGN="CENTER"><FONT SIZE=2>53</FONT></P>

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<P ALIGN="CENTER"><FONT SIZE=2><A
NAME="kk8784_article_xiv._amendment___kk802304"> </A>
<A NAME="toc_kk8784_1"> </A>
<BR></FONT><FONT SIZE=2><B>ARTICLE XIV.<BR>  <BR>    AMENDMENT OF PARTNERSHIP AGREEMENT; MEETINGS    <BR>  </B></FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;14.01.&nbsp;&nbsp;&nbsp;&nbsp;Amendments.
</FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;A.</FONT><FONT
SIZE=2><I>&nbsp;&nbsp;&nbsp;&nbsp;General.</I></FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;Amendments to this Agreement may be proposed by the General Partner or by any Limited Partners
holding twenty-five percent (25%) or more of the Partnership Interests. Following such proposal (except an amendment pursuant to Section&nbsp;14.1.B below), the General Partner shall
submit any proposed amendment to the Limited Partners. The General Partner shall seek the written vote of the Partners on the proposed amendment or shall call a meeting to vote thereon and to transact
any other business that it may deem appropriate. For purposes of obtaining a written vote, the General Partner may require a response within a reasonable specified time, but not less than fifteen
(15)&nbsp;days, and failure to respond in such time period shall constitute a vote which is consistent with the General Partner's recommendation with respect to the proposal. Except as provided in
Section&nbsp;14.1.B, 14.1.C or 14.1.D below, a proposed amendment shall be adopted and be effective as an amendment hereto if it is approved by the General Partner and it receives the Consent of
Partners holding a majority of the Percentage Interests of the Limited Partners (including Limited Partnership Interests held by the General Partner). </FONT></P>


<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;B.</FONT><FONT
SIZE=2><I>&nbsp;&nbsp;&nbsp;&nbsp;Amendments Not Requiring Limited Partner Approval.</I></FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;Notwithstanding Section&nbsp;14.1.A or
Section&nbsp;14.1.C hereof, the General Partner shall have the power, without the Consent of the Limited Partners, to amend this Agreement as may be required to facilitate or implement any of the
following purposes: </FONT></P>

<UL>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(1)&nbsp;&nbsp;&nbsp;&nbsp;to
add to the obligations of the General Partner or surrender any right or power granted to the General Partner or any Affiliate of the General Partner for the benefit
of the Limited Partners; </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(2)&nbsp;&nbsp;&nbsp;&nbsp;to
reflect the admission, substitution, termination or withdrawal of any Partner in accordance with this Agreement; </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(3)&nbsp;&nbsp;&nbsp;&nbsp;to
set forth the designations, rights, powers, duties, and preferences of the holders of any additional Partnership Interests issued pursuant to Article&nbsp;IV
hereof; </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(4)&nbsp;&nbsp;&nbsp;&nbsp;to
reflect a change that does not adversely affect any of the Limited Partners in any material respect, or to cure any ambiguity, correct or supplement any provision in
this Agreement not inconsistent with law or with other provisions, or make other changes with respect to matters arising under this Agreement that will not be inconsistent with law or with the
provisions of this Agreement or as may be expressly provided by any other provisions of this Agreement; and </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(5)&nbsp;&nbsp;&nbsp;&nbsp;to
satisfy any requirements, conditions, or guidelines contained in any order, directive, opinion, ruling or regulation of a federal, state or local agency or contained
in federal, state or local law. </FONT></P>

</UL>

<P><FONT SIZE=2>The
General Partner shall notify the Limited Partners when any action under this Section&nbsp;14.1.B is taken in the next regular communication to the Limited Partners. </FONT></P>


<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;C.</FONT><FONT
SIZE=2><I>&nbsp;&nbsp;&nbsp;&nbsp;Amendments Requiring Limited Partner Approval (Excluding General Partner).</I></FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;Notwithstanding Section&nbsp;14
1.A above, without the Consent of the Outside Limited Partners, the General Partner shall not amend Section&nbsp;4.2.A, Section&nbsp;5.1.E, Section&nbsp;7.1.A (second sentence only),
Section&nbsp;7.5, Section&nbsp;7.6, Section&nbsp;7.8, Section&nbsp;7.11.B, Section&nbsp;11.2, Section&nbsp;13.1, this Section&nbsp;14.1.C or Section&nbsp;14.2. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;D.</FONT><FONT
SIZE=2><I>&nbsp;&nbsp;&nbsp;&nbsp;Other Amendments Requiring Certain Limited Partner Approval.</I></FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;Notwithstanding anything in this
Section&nbsp;14.1 to the contrary, this Agreement shall not be amended with respect to any Partner adversely affected without the Consent of such Partner adversely affected if such amendment would </FONT></P>

<P ALIGN="CENTER"><FONT SIZE=2>54</FONT></P>

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<P><FONT SIZE=2>
(i)&nbsp;convert a Limited Partner's interest in the Partnership into a general partner's interest, (ii)&nbsp;modify the limited liability of a Limited Partner, (iii)&nbsp;amend
Section&nbsp;7.11.A, (iv)&nbsp;amend Article&nbsp;V, Article&nbsp;VI, or Section&nbsp;13.2.A(3) (except as permitted pursuant to Sections 4.2, 5.1.E, 5.4, 6.2 and 14.1(B)(3)),
(v)&nbsp;amend Section&nbsp;8.6 or any defined terms set forth in Article&nbsp;I that relate to the Redemption Right (except as permitted in Section&nbsp;8.6.E), or (vi)&nbsp;amend this
Section&nbsp;14.1.D. Moreover, this Agreement may be amended by the General Partner to provide that certain Limited Partners have the obligation, upon liquidation of their interests in the
Partnership (within the meaning of Regulations Section&nbsp;1.704-1(b)(2)(ii)(g)), to restore to the Partnership the amounts of their negative Capital Account balances, if any, for the
benefit of creditors of the Partnership or Partners with positive Capital Account balances or both, together with any necessary corresponding amendments (including corresponding amendments to Sections
6.1.A, 6.1.B and Exhibit&nbsp;C), with the consent of only such Limited Partners and of any other Limited Partners already subject to such a restoration obligation whose restoration obligation may
be affected by such amendment. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In
addition, any amendment to Section&nbsp;7.11.C of this Agreement shall require the following consent: </FONT></P>

<UL>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i)&nbsp;&nbsp;&nbsp;&nbsp;In
the event that the amendment to Section&nbsp;7.11.C affects the 673 First Avenue Property or the rights of holders of 673 First Avenue Units, such amendment shall
require the Consent of Partners (other than the General Partner or the General Partner Entity or any Subsidiary of either the General Partner or the General Partner Entity) who hold
seventy-five percent (75%) of the 673 First Avenue Units; </FONT></P>

</UL>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i)&nbsp;&nbsp;&nbsp;&nbsp;In
the event that the amendment to Section&nbsp;7.11.C affects the 470 Park Avenue South Property or the rights of holders of 470 Park Avenue South Units, such
amendment shall require the Consent of Partners (other than the General Partner or the General Partner Entity or any Subsidiary of either the General Partner or the General Partner Entity) who hold
seventy-five percent (75%) of the 470 Park Avenue South Units. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;E.</FONT><FONT
SIZE=2><I>&nbsp;&nbsp;&nbsp;&nbsp;Amendment and Restatement of Exhibit&nbsp;A Not An Amendment.</I></FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;Notwithstanding anything in this
Article&nbsp;XIV or elsewhere in this Agreement to the contrary, any amendment and restatement of <U>Exhibit&nbsp;A</U> hereto by the General Partner to reflect events or
changes otherwise authorized or permitted by this Agreement, whether pursuant to Section&nbsp;7.1.A(20) hereof or otherwise, shall not be deemed an amendment of this Agreement and may be done at any
time and from time to time, as necessary by the General Partner without the Consent of the Limited Partners. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;14.02.&nbsp;&nbsp;&nbsp;&nbsp;Meetings
of the Partners </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;A.</FONT><FONT
SIZE=2><I>&nbsp;&nbsp;&nbsp;&nbsp;General.</I></FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;Meetings of the Partners may be called by the General Partner and shall be called upon the receipt
by the General Partner of a written request by Limited Partners holding twenty-five percent (25%) or more of the Partnership Interests. The call shall state the nature of the business to
be transacted. Notice of any such meeting shall be given to all Partners not less than seven (7)&nbsp;days nor more than thirty (30)&nbsp;days prior to the date of such meeting. Partners may vote
in person or by proxy at such meeting. Whenever the vote or Consent of Partners is permitted or required under this Agreement, such vote or Consent may be given at a meeting of Partners or may be
given in accordance with the procedure prescribed in Section&nbsp;14.1.A above. Except as otherwise expressly provided in this Agreement, the Consent of holders of a majority of the Percentage
Interests held by Limited Partners (including Limited Partnership Interests held by the General Partner) shall control. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;B.</FONT><FONT
SIZE=2><I>&nbsp;&nbsp;&nbsp;&nbsp;Actions Without a Meeting.</I></FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;Any action required or permitted to be taken at a meeting of the Partners may be
taken without a meeting if a written consent setting forth the action so taken is signed by a majority of the Percentage Interests of the Partners (or such other percentage as is expressly required by
this Agreement). Such consent may be in one instrument or in several instruments, and shall have the same force and effect as a vote of a majority of the Percentage Interests of the Partners </FONT></P>

<P ALIGN="CENTER"><FONT SIZE=2>55</FONT></P>

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<P><FONT SIZE=2>
(or such other percentage as is expressly required by this Agreement). Such consent shall be filed with the General Partner. An action so taken shall be deemed to have been taken at a meeting held on
the effective date so certified. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;C.</FONT><FONT
SIZE=2><I>&nbsp;&nbsp;&nbsp;&nbsp;Proxy.</I></FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;Each Limited Partner may authorize any Person or Persons to act for him by proxy on all matters in
which a Limited Partner is entitled to participate, including waiving notice of any meeting, or voting or participating at a meeting. Every proxy must be signed by the Limited Partner or its
attorney-in-fact. No proxy shall be valid after the expiration of eleven (11)&nbsp;months from the date thereof unless otherwise provided in the proxy. Every proxy shall be
revocable at the pleasure of the Limited Partner executing it. Such revocation to be effective upon the Partnership's receipt of notice thereof in writing. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;D.</FONT><FONT
SIZE=2><I>&nbsp;&nbsp;&nbsp;&nbsp;Conduct of Meeting.</I></FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;Each meeting of Partners shall be conducted by the General Partner or such other Person
as the General Partner may appoint pursuant to such rules for the conduct of the meeting as the General Partner or such other Person deems appropriate. </FONT></P>

<P ALIGN="CENTER"><FONT SIZE=2><A
NAME="kk8784_article_xv._general_provisions"> </A>
<A NAME="toc_kk8784_2"> </A>
<BR></FONT><FONT SIZE=2><B>ARTICLE XV.<BR>  <BR>    GENERAL PROVISIONS    <BR>  </B></FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;15.01.&nbsp;&nbsp;&nbsp;&nbsp;Addresses
and Notice </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Any
notice, demand, request or report required or permitted to be given or made to a Partner or Assignee under this Agreement shall be in writing and shall be deemed given or made when
delivered in person or when sent by first class United States mail or by other means of written communication to the Partner or Assignee at the address set forth in Exhibit&nbsp;A hereto or such
other address as the Partners shall notify the General Partner in writing. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;15.02.&nbsp;&nbsp;&nbsp;&nbsp;Titles
and Captions </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;All
article or section titles or captions in this Agreement are for convenience only. They shall not be deemed part of this Agreement and in no way define, limit, extend or describe the
scope or intent of any provisions hereof. Except as specifically provided otherwise, references to "Articles" and "Sections" are to Articles and Sections of this Agreement. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;15.03.&nbsp;&nbsp;&nbsp;&nbsp;Pronouns
and Plurals </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Whenever
the context may require, any pronoun used in this Agreement shall include the corresponding masculine, feminine or neuter forms, and the singular form of nouns, pronouns and
verbs shall include the plural and vice versa. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;15.04.&nbsp;&nbsp;&nbsp;&nbsp;Further
Action </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
parties shall execute and deliver all documents, provide all information and take or refrain from taking action as may be necessary or appropriate to achieve the purposes of this
Agreement. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;15.05.&nbsp;&nbsp;&nbsp;&nbsp;Binding
Effect </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;This
Agreement shall be binding upon and inure to the benefit of the parties hereto and their heirs, executors, administrators, successors, legal representatives and permitted assigns. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;15.06.&nbsp;&nbsp;&nbsp;&nbsp;Creditors
</FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Other
than as expressly set forth herein with regard to any Indemnitee, none of the provisions of this Agreement shall be for the benefit of, or shall be enforceable by, any creditor of
the Partnership. </FONT></P>

<P ALIGN="CENTER"><FONT SIZE=2>56</FONT></P>

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<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;15.07.&nbsp;&nbsp;&nbsp;&nbsp;Waiver
</FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;No
failure by any party to insist upon the strict performance of any covenant, duty, agreement or condition of this Agreement or to exercise any right or remedy consequent upon a breach
thereof shall constitute waiver of any such breach or any other covenant, duty, agreement or condition. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;15.08.&nbsp;&nbsp;&nbsp;&nbsp;Counterparts
</FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;This
Agreement may be executed in counterparts, all of which together shall constitute one agreement binding on all the parties hereto, notwithstanding that all such parties are not
signatories to the original or the same counterpart. Each party shall become bound by this Agreement immediately upon affixing its signature hereto. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;15.09.&nbsp;&nbsp;&nbsp;&nbsp;Applicable
Law </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;This
Agreement shall be construed and enforced in accordance with and governed by the laws of the State of Delaware, without regard to the principles of conflicts of law. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;15.10.&nbsp;&nbsp;&nbsp;&nbsp;Invalidity
of Provisions </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;If
any provision of this Agreement is or becomes invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein
shall not be affected thereby. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;15.11.&nbsp;&nbsp;&nbsp;&nbsp;Power
of Attorney </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;A.</FONT><FONT
SIZE=2><I>&nbsp;&nbsp;&nbsp;&nbsp;General.</I></FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;Each Limited Partner and each Assignee who accepts Partnership Units (or any rights, benefits or
privileges associated therewith) is deemed to irrevocably constitute and appoint the General Partner, any Liquidator and authorized officers and attorneys-in-fact of each, and
each of those acting singly, in each case with full power of substitution, as its true and lawful agent and attorney-in-fact, with full power and authority in its name, place
and stead to: </FONT></P>

<UL>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(1)&nbsp;&nbsp;&nbsp;&nbsp;execute,
swear to, acknowledge, deliver, file and record in the appropriate public offices (a)&nbsp;all certificates, documents and other instruments (including,
without limitation, this Agreement and the Certificate and all amendments or restatements thereof) that the General Partner or any Liquidator deems appropriate or necessary to form, qualify or
continue the existence or qualification of the Partnership as a limited partnership (or a partnership in which the limited partners have limited liability) in the State of Delaware and in all other
jurisdictions in which the Partnership may conduct business or own property, (b)&nbsp;all instruments that the General Partner or any Liquidator deems appropriate or necessary to reflect any
amendment, change, modification or restatement of this Agreement in accordance with its terms, (c)&nbsp;all conveyances and other instruments or documents that the General Partner or any Liquidator
deems appropriate or necessary to reflect the dissolution and liquidation of the Partnership pursuant to the terms of this Agreement, including, without limitation, a certificate of cancellation,
(d)&nbsp;all instruments relating to the admission, withdrawal, removal or
substitution of any Partner pursuant to, or other events described in, Article&nbsp;XI, XII or XIII hereof or the Capital Contribution of any Partner and (e)&nbsp;all certificates, documents and
other instruments relating to the determination of the rights, preferences and privileges of Partnership Interests; and </FONT></P>


<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(2)&nbsp;&nbsp;&nbsp;&nbsp;execute,
swear to, acknowledge and file all ballots, consents, approvals, waivers, certificates and other instruments appropriate or necessary, in the sole and absolute
discretion of the General Partner or any Liquidator, to make, evidence, give, confirm or ratify any vote, consent, approval, agreement or other action which is made or given by the Partners hereunder
or is consistent with the terms of this Agreement or appropriate or necessary, in the sole discretion of the General Partner or any Liquidator, to effectuate the terms or intent of this Agreement. </FONT></P>

</UL>
<P ALIGN="CENTER"><FONT SIZE=2>57</FONT></P>

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<BR>
</UL>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Nothing
contained in this Section&nbsp;15.11 shall be construed as authorizing the General Partner or any Liquidator to amend this Agreement except in accordance with
Article&nbsp;XIV hereof or as may be otherwise expressly provided for in this Agreement. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;B.</FONT><FONT
SIZE=2><I>&nbsp;&nbsp;&nbsp;&nbsp;Irrevocable Nature.</I></FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;The foregoing power of attorney is hereby declared to be irrevocable and a power coupled
with an interest, in recognition of the fact that each of the Partners will be relying upon the power of the General Partner or any Liquidator to act as contemplated by this Agreement in any filing or
other action by it on behalf of the Partnership, and it shall survive and not be affected by the subsequent Incapacity of any Limited Partner or Assignee and the transfer of all or any portion of such
Limited Partner's or Assignee's Partnership Units and shall extend to such Limited Partner's or Assignee's heirs, successors, assigns and personal representatives. Each such Limited Partner or
Assignee hereby agrees to be bound by any representation made by the General Partner or any Liquidator, acting in good faith pursuant to such power of attorney; and each such Limited Partner or
Assignee hereby waives any and all defenses which may be available to contest, negate or disaffirm the action of the General Partner or any Liquidator, taken in good faith under such power of
attorney. Each Limited Partner or Assignee shall execute and deliver to the General Partner or the Liquidator, within fifteen (15)&nbsp;days after receipt of the General Partner's or Liquidator's
request therefor, such further designation, powers of attorney and other instruments as the General Partner or the Liquidator, as the case may be, deems necessary to effectuate this Agreement and the
purposes of the Partnership. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;15.12.&nbsp;&nbsp;&nbsp;&nbsp;Entire
Agreement </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;This
Agreement contains the entire understanding and agreement among the Partners with respect to the subject matter hereof and supersedes any prior written oral understandings or
agreements among them with respect thereto. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;15.13.&nbsp;&nbsp;&nbsp;&nbsp;No
Rights as Stockholders </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Nothing
contained in this Agreement shall be construed as conferring upon the holders of the Partnership Units any rights whatsoever as stockholders of the General Partner Entity,
including, without limitation, any right to receive dividends or other distributions made to stockholders of the General Partner Entity or to vote or to consent or receive notice as stockholders in
respect to any meeting of stockholders for the election of directors of the General Partner Entity or any other matter. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;15.14.&nbsp;&nbsp;&nbsp;&nbsp;Limitation
to Preserve REIT Status </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;To
the extent that any amount paid or credited to the General Partner or its officers, directors, employees or agents pursuant to Section&nbsp;7.4 or Section&nbsp;7.7 hereof would
constitute gross income to the General Partner Entity for purposes of Section&nbsp;856(c)(2) or 856(c)(3) of the Code (a "General Partner Payment") then, notwithstanding any other provision of this
Agreement, the amount of such General Partner Payments for any fiscal year shall not exceed the lesser of: </FONT></P>

<UL>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i)&nbsp;&nbsp;&nbsp;&nbsp;an
amount equal to the excess, if any, of (a)&nbsp;4.20% of the General Partner Entity's total gross income (but not including the amount of any General Partner
Payments) for the fiscal year which is described in subsections (A)&nbsp;though (H)&nbsp;of Section&nbsp;856(c)(2) of the Code over (b)&nbsp;the amount of gross income (within the meaning of
Section&nbsp;856(c)(2) of the Code) derived by the General Partner Entity from sources other than those described in subsections (A)&nbsp;through (H)&nbsp;of Section&nbsp;856(c)(2) of the Code
(but not including the amount of any General Partner Payments); or </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i)&nbsp;&nbsp;&nbsp;&nbsp;an
amount equal to the excess, if any of (a)&nbsp;25% of the General Partner Entity's total gross income (but not including the amount of any General Partner Payments)
for the fiscal year which is described in subsections (A)&nbsp;through (I)&nbsp;of Section&nbsp;856(c)(3) of the Code over (b)&nbsp;the amount of gross income (within the meaning of
Section&nbsp;856(c)(3) of the Code) derived by the General Partner Entity from sources other than those described in subsections (A)&nbsp;through (I)&nbsp;of Section&nbsp;856(c)(3) of the Code
(but not including the amount of any General Partner Payments); </FONT></P>

</UL>
<P ALIGN="CENTER"><FONT SIZE=2>58</FONT></P>

<HR NOSHADE>
<!-- ZEQ.=5,SEQ=58,EFW="2091718",CP="SL GREEN REALTY CORP.",DN="2",CHK=593965,FOLIO='58',FILE='DISK038:[02NYC4.02NYC8784]KK8784A.;8',USER='SMENEZE',CD='17-OCT-2002;07:41' -->
<A NAME="page_kk8784_1_59"> </A>
<UL>
<BR>
</UL>

<P><FONT SIZE=2><I>provided, however,</I></FONT><FONT SIZE=2> that General Partner Payments in excess of the amounts set forth in subparagraphs (i)&nbsp;and (ii)&nbsp;above may be made if the
General Partner Entity, as a condition precedent, obtains an opinion of tax counsel that the receipt of such excess amounts would not adversely affect the General Partner Entity's ability to qualify
as a REIT. To the extent General Partner Payments may not be made in a year due to the foregoing limitations, such General Partner Payments shall carry over and be treated as arising in the following
year, </FONT><FONT SIZE=2><I>provided, however,</I></FONT><FONT SIZE=2> that such amounts shall not carry over for more than five years, and if not paid within such five year period, shall expire; </FONT> <FONT SIZE=2><I>provided, further,
</I></FONT><FONT SIZE=2> that (i)&nbsp;as General Partner Payments are made, such payments shall be applied first to carryover amounts
outstanding, if any, and (ii)&nbsp;with respect to carryover amounts for more than one Partnership Year, such payments shall be applied to the earliest Partnership Year first. </FONT></P>

<P ALIGN="CENTER"><FONT SIZE=2>59</FONT></P>

<HR NOSHADE>
<!-- ZEQ.=6,SEQ=59,EFW="2091718",CP="SL GREEN REALTY CORP.",DN="2",CHK=901529,FOLIO='59',FILE='DISK038:[02NYC4.02NYC8784]KK8784A.;8',USER='SMENEZE',CD='17-OCT-2002;07:41' -->
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<P><FONT SIZE=2><A
NAME="page_km8784_1_60"> </A> </FONT> <FONT SIZE=2>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above. </FONT></P>

<!-- User-specified TAGGED TABLE -->
<TABLE WIDTH="100%" BORDER=0 CELLSPACING=0 CELLPADDING=0>
<TR VALIGN="TOP">
<TD WIDTH="39%"><FONT SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH="3%"><FONT SIZE=2>&nbsp;</FONT></TD>
<TD COLSPAN=2><FONT SIZE=2>GENERAL PARTNER:<BR>
SL GREEN REALTY CORP.</FONT></TD>
</TR>
<TR VALIGN="TOP">
<TD WIDTH="39%"><FONT SIZE=2><BR>
&nbsp;</FONT></TD>
<TD WIDTH="3%"><FONT SIZE=2><BR>&nbsp;</FONT></TD>
<TD WIDTH="4%"><BR><FONT SIZE=2>By:</FONT></TD>
<TD WIDTH="54%"><BR><HR NOSHADE><FONT SIZE=2> Name:<BR>
Title:</FONT></TD>
</TR>
<TR VALIGN="TOP">
<TD WIDTH="39%"><FONT SIZE=2><BR>
&nbsp;</FONT></TD>
<TD WIDTH="3%"><FONT SIZE=2><BR>&nbsp;</FONT></TD>
<TD COLSPAN=2><BR><FONT SIZE=2>LIMITED PARTNERS:<BR>
SL GREEN REALTY CORP.</FONT></TD>
</TR>
<TR VALIGN="TOP">
<TD WIDTH="39%"><FONT SIZE=2><BR>
&nbsp;</FONT></TD>
<TD WIDTH="3%"><FONT SIZE=2><BR>&nbsp;</FONT></TD>
<TD WIDTH="4%"><BR><FONT SIZE=2>By:</FONT></TD>
<TD WIDTH="54%"><BR><HR NOSHADE><FONT SIZE=2> Name: Stephen L. Green<BR>
Title:</FONT></TD>
</TR>
<TR VALIGN="TOP">
<TD WIDTH="39%"><FONT SIZE=2><BR>
&nbsp;</FONT></TD>
<TD WIDTH="3%"><FONT SIZE=2><BR>&nbsp;</FONT></TD>
<TD COLSPAN=2><BR><FONT SIZE=2>HIPPOMENES ASSOCIATES, LLC</FONT></TD>
</TR>
<TR VALIGN="TOP">
<TD WIDTH="39%"><FONT SIZE=2><BR>
&nbsp;</FONT></TD>
<TD WIDTH="3%"><FONT SIZE=2><BR>&nbsp;</FONT></TD>
<TD WIDTH="4%"><BR><FONT SIZE=2>By:</FONT></TD>
<TD WIDTH="54%"><BR><HR NOSHADE><FONT SIZE=2> Name: Stephen L. Green<BR>
Title: Member</FONT></TD>
</TR>
<TR VALIGN="TOP">
<TD WIDTH="39%"><FONT SIZE=2><BR>
&nbsp;</FONT></TD>
<TD WIDTH="3%"><FONT SIZE=2><BR>&nbsp;</FONT></TD>
<TD COLSPAN=2><FONT SIZE=2><BR>
470 PARK SOUTH ASSOCIATES, L.P.</FONT></TD>
</TR>
<TR VALIGN="TOP">
<TD WIDTH="39%"><FONT SIZE=2><BR>
&nbsp;</FONT></TD>
<TD WIDTH="3%"><FONT SIZE=2><BR>&nbsp;</FONT></TD>
<TD WIDTH="4%"><FONT SIZE=2><BR>
By:</FONT></TD>
<TD WIDTH="54%"><BR><HR NOSHADE><FONT SIZE=2> Benjamin P. Feldman<BR>
Attorney-in-Fact</FONT></TD>
</TR>
<TR VALIGN="TOP">
<TD WIDTH="39%"><FONT SIZE=2><BR>
&nbsp;</FONT></TD>
<TD WIDTH="3%"><FONT SIZE=2><BR>&nbsp;</FONT></TD>
<TD COLSPAN=2><FONT SIZE=2><BR>
Stanley Nelson<BR>
(By: Benjamin P. Feldman, Attorney-in-Fact)</FONT></TD>
</TR>
<TR VALIGN="TOP">
<TD WIDTH="39%"><FONT SIZE=2><BR>
&nbsp;</FONT></TD>
<TD WIDTH="3%"><FONT SIZE=2><BR>&nbsp;</FONT></TD>
<TD COLSPAN=2><FONT SIZE=2><BR>
Carol Nelson<BR>
(By: Benjamin P. Feldman, Attorney-in-Fact)</FONT></TD>
</TR>
<TR VALIGN="TOP">
<TD WIDTH="39%"><FONT SIZE=2><BR>
&nbsp;</FONT></TD>
<TD WIDTH="3%"><FONT SIZE=2><BR>&nbsp;</FONT></TD>
<TD COLSPAN=2><FONT SIZE=2><BR>
Sheldon Lowe<BR>
(By: Benjamin P. Feldman, Attorney-in-Fact)</FONT></TD>
</TR>
</TABLE>
<!-- insert table folio -->
<P ALIGN="CENTER"><FONT SIZE=2>60</FONT></P>

<HR NOSHADE>
<!-- ZEQ.=1,SEQ=60,EFW="2091718",CP="SL GREEN REALTY CORP.",DN="2",CHK=394973,FOLIO='60',FILE='DISK038:[02NYC4.02NYC8784]KM8784A.;12',USER='SMENEZE',CD='17-OCT-2002;07:41' -->
<A NAME="page_km8784_1_61"> </A>
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<TABLE WIDTH="100%" BORDER=0 CELLSPACING=0 CELLPADDING=0>
<TR VALIGN="TOP">
<TD WIDTH="39%"><FONT SIZE=2><BR>
&nbsp;</FONT></TD>
<TD WIDTH="3%"><FONT SIZE=2><BR>&nbsp;</FONT></TD>
<TD COLSPAN=2><FONT SIZE=2><BR>
MIAMI CORP.</FONT></TD>
</TR>
<TR VALIGN="TOP">
<TD WIDTH="39%"><FONT SIZE=2><BR>
&nbsp;</FONT></TD>
<TD WIDTH="3%"><FONT SIZE=2><BR>&nbsp;</FONT></TD>
<TD WIDTH="4%"><FONT SIZE=2><BR>
By:</FONT></TD>
<TD WIDTH="54%"><BR><HR NOSHADE><FONT SIZE=2> Benjamin P. Feldman<BR>
Attorney-in-Fact</FONT></TD>
</TR>
<TR VALIGN="TOP">
<TD WIDTH="39%"><FONT SIZE=2><BR>
&nbsp;</FONT></TD>
<TD WIDTH="3%"><FONT SIZE=2><BR>&nbsp;</FONT></TD>
<TD COLSPAN=2><FONT SIZE=2><BR>
SL GREEN PROPERTIES,&nbsp;INC.</FONT></TD>
</TR>
<TR VALIGN="TOP">
<TD WIDTH="39%"><FONT SIZE=2><BR>
&nbsp;</FONT></TD>
<TD WIDTH="3%"><FONT SIZE=2><BR>&nbsp;</FONT></TD>
<TD WIDTH="4%"><FONT SIZE=2><BR>
By:</FONT></TD>
<TD WIDTH="54%"><BR><HR NOSHADE><FONT SIZE=2> Stephen L. Green<BR>
President</FONT></TD>
</TR>
<TR VALIGN="TOP">
<TD WIDTH="39%"><FONT SIZE=2><BR>
&nbsp;</FONT></TD>
<TD WIDTH="3%"><FONT SIZE=2><BR>&nbsp;</FONT></TD>
<TD COLSPAN=2><FONT SIZE=2><BR>
EBG MIDTOWN SOUTH CORP.</FONT></TD>
</TR>
<TR VALIGN="TOP">
<TD WIDTH="39%"><FONT SIZE=2><BR>
&nbsp;</FONT></TD>
<TD WIDTH="3%"><FONT SIZE=2><BR>&nbsp;</FONT></TD>
<TD WIDTH="4%"><FONT SIZE=2><BR>
By:</FONT></TD>
<TD WIDTH="54%"><BR><HR NOSHADE><FONT SIZE=2> Stephen L. Green<BR>
President</FONT></TD>
</TR>
<TR VALIGN="TOP">
<TD WIDTH="39%"><FONT SIZE=2><BR>
&nbsp;</FONT></TD>
<TD WIDTH="3%"><FONT SIZE=2><BR>&nbsp;</FONT></TD>
<TD COLSPAN=2><FONT SIZE=2><BR>
64-36 REALTY ASSOCIATES<BR>
By: S.L. Green Properties,&nbsp;Inc., general partner</FONT></TD>
</TR>
<TR VALIGN="TOP">
<TD WIDTH="39%"><FONT SIZE=2><BR>
&nbsp;</FONT></TD>
<TD WIDTH="3%"><FONT SIZE=2><BR>&nbsp;</FONT></TD>
<TD WIDTH="4%"><FONT SIZE=2><BR>
By:</FONT></TD>
<TD WIDTH="54%"><BR><HR NOSHADE><FONT SIZE=2> Stephen L. Green<BR>
President</FONT></TD>
</TR>
<TR VALIGN="TOP">
<TD WIDTH="39%"><FONT SIZE=2><BR>
&nbsp;</FONT></TD>
<TD WIDTH="3%"><FONT SIZE=2><BR>&nbsp;</FONT></TD>
<TD COLSPAN=2><FONT SIZE=2><BR>
673 FIRST ASSOCIATES, L.P.<BR>
By: 673 First Realty Corp., general partner</FONT></TD>
</TR>
<TR VALIGN="TOP">
<TD WIDTH="39%"><FONT SIZE=2><BR>
&nbsp;</FONT></TD>
<TD WIDTH="3%"><FONT SIZE=2><BR>&nbsp;</FONT></TD>
<TD WIDTH="4%"><FONT SIZE=2><BR>
By:</FONT></TD>
<TD WIDTH="54%"><BR><HR NOSHADE><FONT SIZE=2> Stephen L. Green<BR>
President</FONT></TD>
</TR>
</TABLE>
<!-- insert table folio -->
<P ALIGN="CENTER"><FONT SIZE=2>61</FONT></P>

<HR NOSHADE>
<!-- ZEQ.=2,SEQ=61,EFW="2091718",CP="SL GREEN REALTY CORP.",DN="2",CHK=15862,FOLIO='61',FILE='DISK038:[02NYC4.02NYC8784]KM8784A.;12',USER='SMENEZE',CD='17-OCT-2002;07:41' -->
<A NAME="page_km8784_1_62"> </A>
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<TABLE WIDTH="100%" BORDER=0 CELLSPACING=0 CELLPADDING=0>
<TR VALIGN="TOP">
<TD WIDTH="39%"><FONT SIZE=2><BR>
&nbsp;</FONT></TD>
<TD WIDTH="3%"><FONT SIZE=2><BR>&nbsp;</FONT></TD>
<TD COLSPAN=2><FONT SIZE=2><BR>
29/35 REALTY ASSOCIATES, L.P.<BR>
By: S.L. Green Properties,&nbsp;Inc., a general partner</FONT></TD>
</TR>
<TR VALIGN="TOP">
<TD WIDTH="39%"><FONT SIZE=2><BR>
&nbsp;</FONT></TD>
<TD WIDTH="3%"><FONT SIZE=2><BR>&nbsp;</FONT></TD>
<TD WIDTH="4%"><FONT SIZE=2><BR>
By:</FONT></TD>
<TD WIDTH="54%"><BR><HR NOSHADE><FONT SIZE=2> Stephen L. Green<BR>
President</FONT></TD>
</TR>
<TR VALIGN="TOP">
<TD WIDTH="39%"><FONT SIZE=2><BR>
&nbsp;</FONT></TD>
<TD WIDTH="3%"><FONT SIZE=2><BR>&nbsp;</FONT></TD>
<TD COLSPAN=2><FONT SIZE=2><BR>
By: 29 W. 35th Realty Corp., a general partner</FONT></TD>
</TR>
<TR VALIGN="TOP">
<TD WIDTH="39%"><FONT SIZE=2><BR>
&nbsp;</FONT></TD>
<TD WIDTH="3%"><FONT SIZE=2><BR>&nbsp;</FONT></TD>
<TD COLSPAN=2><FONT SIZE=2><BR>
GREEN 6th AVENUE ASSOCIATES, L.P.<BR>
By: S.L. Green Leasing,&nbsp;Inc., general partner</FONT></TD>
</TR>
<TR VALIGN="TOP">
<TD WIDTH="39%"><FONT SIZE=2><BR>
&nbsp;</FONT></TD>
<TD WIDTH="3%"><FONT SIZE=2><BR>&nbsp;</FONT></TD>
<TD WIDTH="4%"><FONT SIZE=2><BR>
By:</FONT></TD>
<TD WIDTH="54%"><BR><HR NOSHADE><FONT SIZE=2> Stephen L. Green<BR>
President</FONT></TD>
</TR>
<TR VALIGN="TOP">
<TD WIDTH="39%"><FONT SIZE=2><BR>
&nbsp;</FONT></TD>
<TD WIDTH="3%"><FONT SIZE=2><BR>&nbsp;</FONT></TD>
<TD COLSPAN=2><FONT SIZE=2><BR>
S.L. GREEN LEASING,&nbsp;INC.</FONT></TD>
</TR>
<TR VALIGN="TOP">
<TD WIDTH="39%"><FONT SIZE=2><BR>
&nbsp;</FONT></TD>
<TD WIDTH="3%"><FONT SIZE=2><BR>&nbsp;</FONT></TD>
<TD WIDTH="4%"><FONT SIZE=2><BR>
By:</FONT></TD>
<TD WIDTH="54%"><BR><HR NOSHADE><FONT SIZE=2> Stephen L. Green<BR>
President</FONT></TD>
</TR>
</TABLE>
<!-- end of user-specified TAGGED TABLE -->

<P ALIGN="CENTER"><FONT SIZE=2>62</FONT></P>

<HR NOSHADE>
<!-- ZEQ.=3,SEQ=62,EFW="2091718",CP="SL GREEN REALTY CORP.",DN="2",CHK=504367,FOLIO='62',FILE='DISK038:[02NYC4.02NYC8784]KM8784A.;12',USER='SMENEZE',CD='17-OCT-2002;07:41' -->
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<P ALIGN="CENTER"><FONT SIZE=2><A
NAME="page_ko8784_1_63"> </A> </FONT></P>

<!-- TOC_END -->
<P ALIGN="CENTER"><FONT SIZE=2><A
NAME="ko8784_exhibit_a_partners_and_partnership_interests"> </A>
<A NAME="toc_ko8784_1"> </A>
<BR></FONT><FONT SIZE=2><B>EXHIBIT A<BR>  PARTNERS AND PARTNERSHIP INTERESTS    <BR>  </B></FONT></P>

<!-- User-specified TAGGED TABLE -->
<TABLE WIDTH="100%" BORDER=0 CELLSPACING=0 CELLPADDING=0>
<TR VALIGN="BOTTOM">
<TH WIDTH="36%" ALIGN="LEFT"><FONT SIZE=1><B>Name and Address of Partner<BR> </B></FONT><HR NOSHADE></TH>
<TH WIDTH="2%"><FONT SIZE=1>&nbsp;</FONT></TH>
<TH WIDTH="10%" ALIGN="CENTER"><FONT SIZE=1><B>Class A<BR>
Partnership<BR>
Units</B></FONT><HR NOSHADE></TH>
<TH WIDTH="2%"><FONT SIZE=1>&nbsp;</FONT></TH>
<TH WIDTH="10%" ALIGN="CENTER"><FONT SIZE=1><B>Class B<BR>
Partnership<BR>
Units</B></FONT><HR NOSHADE></TH>
<TH WIDTH="2%"><FONT SIZE=1>&nbsp;</FONT></TH>
<TH WIDTH="10%" ALIGN="CENTER"><FONT SIZE=1><B>Class A<BR>
Preferred<BR>
Partnership<BR>
Units</B></FONT><HR NOSHADE></TH>
<TH WIDTH="2%"><FONT SIZE=1>&nbsp;</FONT></TH>
<TH COLSPAN=2 ALIGN="CENTER"><FONT SIZE=1><B>Agreed Initial<BR>
Capital<BR>
Account</B></FONT><HR NOSHADE></TH>
<TH WIDTH="2%"><FONT SIZE=1>&nbsp;</FONT></TH>
<TH WIDTH="9%" ALIGN="CENTER"><FONT SIZE=1><B>Percentage<BR>
Interest</B></FONT><HR NOSHADE></TH>
<TH WIDTH="1%"><FONT SIZE=1>&nbsp;</FONT></TH>
</TR>
<TR BGCOLOR="#CCEEFF" VALIGN="BOTTOM">
<TD WIDTH="36%"><FONT SIZE=1>GENERAL PARTNER:</FONT></TD>
<TD WIDTH="2%"><FONT SIZE=1>&nbsp;</FONT></TD>
<TD WIDTH="10%"><FONT SIZE=1>&nbsp;</FONT></TD>
<TD WIDTH="2%"><FONT SIZE=1>&nbsp;</FONT></TD>
<TD WIDTH="10%"><FONT SIZE=1>&nbsp;</FONT></TD>
<TD WIDTH="2%"><FONT SIZE=1>&nbsp;</FONT></TD>
<TD WIDTH="10%"><FONT SIZE=1>&nbsp;</FONT></TD>
<TD WIDTH="2%"><FONT SIZE=1>&nbsp;</FONT></TD>
<TD WIDTH="2%"><FONT SIZE=1>&nbsp;</FONT></TD>
<TD WIDTH="11%"><FONT SIZE=1>&nbsp;</FONT></TD>
<TD WIDTH="2%"><FONT SIZE=1>&nbsp;</FONT></TD>
<TD WIDTH="9%"><FONT SIZE=1>&nbsp;</FONT></TD>
<TD WIDTH="1%"><FONT SIZE=1>&nbsp;</FONT></TD>
</TR>
<TR BGCOLOR="White" VALIGN="BOTTOM">
<TD WIDTH="36%"><FONT SIZE=1>SL Green Realty Corp.<BR>
70 West 36th Street<BR>
New York, New York 10018</FONT></TD>
<TD WIDTH="2%"><FONT SIZE=1>&nbsp;</FONT></TD>
<TD WIDTH="10%" ALIGN="RIGHT"><FONT SIZE=1>146,755</FONT></TD>
<TD WIDTH="2%"><FONT SIZE=1>&nbsp;</FONT></TD>
<TD WIDTH="10%" ALIGN="RIGHT"><FONT SIZE=1>&nbsp;</FONT></TD>
<TD WIDTH="2%"><FONT SIZE=1>&nbsp;</FONT></TD>
<TD WIDTH="10%" ALIGN="RIGHT"><FONT SIZE=1>4,600,000</FONT></TD>
<TD WIDTH="2%"><FONT SIZE=1>&nbsp;</FONT></TD>
<TD WIDTH="2%"><FONT SIZE=1>$</FONT></TD>
<TD WIDTH="11%" ALIGN="RIGHT"><FONT SIZE=1>118,506,028</FONT></TD>
<TD WIDTH="2%"><FONT SIZE=1>&nbsp;</FONT></TD>
<TD WIDTH="9%" ALIGN="RIGHT"><FONT SIZE=1>1.00</FONT></TD>
<TD WIDTH="1%"><FONT SIZE=1>%</FONT></TD>
</TR>
<TR BGCOLOR="#CCEEFF" VALIGN="BOTTOM">
<TD WIDTH="36%"><FONT SIZE=1><BR>
LIMITED PARTNERS:</FONT></TD>
<TD WIDTH="2%"><FONT SIZE=1><BR>&nbsp;</FONT></TD>
<TD WIDTH="10%"><FONT SIZE=1><BR>
&nbsp;</FONT></TD>
<TD WIDTH="2%"><FONT SIZE=1><BR>&nbsp;</FONT></TD>
<TD WIDTH="10%"><FONT SIZE=1><BR>
&nbsp;</FONT></TD>
<TD WIDTH="2%"><FONT SIZE=1><BR>&nbsp;</FONT></TD>
<TD WIDTH="10%"><FONT SIZE=1><BR>
&nbsp;</FONT></TD>
<TD WIDTH="2%"><FONT SIZE=1><BR>&nbsp;</FONT></TD>
<TD WIDTH="2%"><FONT SIZE=1><BR>&nbsp;</FONT></TD>
<TD WIDTH="11%"><FONT SIZE=1><BR>
&nbsp;</FONT></TD>
<TD WIDTH="2%"><FONT SIZE=1><BR>&nbsp;</FONT></TD>
<TD WIDTH="9%"><FONT SIZE=1><BR>
&nbsp;</FONT></TD>
<TD WIDTH="1%"><FONT SIZE=1><BR>&nbsp;</FONT></TD>
</TR>
<TR BGCOLOR="White" VALIGN="BOTTOM">
<TD WIDTH="36%"><FONT SIZE=1><BR>
SL Green Realty Corp.<BR>
70 West 36th Street<BR>
New York, New York 10018</FONT></TD>
<TD WIDTH="2%"><FONT SIZE=1><BR>&nbsp;</FONT></TD>
<TD WIDTH="10%" ALIGN="RIGHT"><FONT SIZE=1><BR>
12,145,555</FONT></TD>
<TD WIDTH="2%"><FONT SIZE=1><BR>&nbsp;</FONT></TD>
<TD WIDTH="10%" ALIGN="RIGHT"><FONT SIZE=1><BR>
&nbsp;</FONT></TD>
<TD WIDTH="2%"><FONT SIZE=1><BR>&nbsp;</FONT></TD>
<TD WIDTH="10%" ALIGN="RIGHT"><FONT SIZE=1><BR>
&nbsp;</FONT></TD>
<TD WIDTH="2%"><FONT SIZE=1><BR>&nbsp;</FONT></TD>
<TD WIDTH="2%"><FONT SIZE=1><BR>&nbsp;</FONT></TD>
<TD WIDTH="11%" ALIGN="RIGHT"><FONT SIZE=1><BR>
476,722,457</FONT></TD>
<TD WIDTH="2%"><FONT SIZE=1><BR>&nbsp;</FONT></TD>
<TD WIDTH="9%" ALIGN="RIGHT"><FONT SIZE=1><BR>
90.738</FONT></TD>
<TD WIDTH="1%"><FONT SIZE=1><BR>%</FONT></TD>
</TR>
<TR BGCOLOR="#CCEEFF" VALIGN="BOTTOM">
<TD WIDTH="36%"><FONT SIZE=1><BR>
Hippomenes Associates, LLC<BR>
70 West 36th Street<BR>
New York, New York 10018</FONT></TD>
<TD WIDTH="2%"><FONT SIZE=1><BR>&nbsp;</FONT></TD>
<TD WIDTH="10%" ALIGN="RIGHT"><FONT SIZE=1><BR>
108,195</FONT></TD>
<TD WIDTH="2%"><FONT SIZE=1><BR>&nbsp;</FONT></TD>
<TD WIDTH="10%" ALIGN="RIGHT"><FONT SIZE=1><BR>
&nbsp;</FONT></TD>
<TD WIDTH="2%"><FONT SIZE=1><BR>&nbsp;</FONT></TD>
<TD WIDTH="10%" ALIGN="RIGHT"><FONT SIZE=1><BR>
&nbsp;</FONT></TD>
<TD WIDTH="2%"><FONT SIZE=1><BR>&nbsp;</FONT></TD>
<TD WIDTH="2%"><FONT SIZE=1><BR>&nbsp;</FONT></TD>
<TD WIDTH="11%" ALIGN="RIGHT"><FONT SIZE=1><BR>
2,272,095</FONT></TD>
<TD WIDTH="2%"><FONT SIZE=1><BR>&nbsp;</FONT></TD>
<TD WIDTH="9%" ALIGN="RIGHT"><FONT SIZE=1><BR>
0.379</FONT></TD>
<TD WIDTH="1%"><FONT SIZE=1><BR>%</FONT></TD>
</TR>
<TR BGCOLOR="White" VALIGN="BOTTOM">
<TD WIDTH="36%"><FONT SIZE=1><BR>
Stephen L. Green<BR>
70 West 36th Street<BR>
New York, New York 10018</FONT></TD>
<TD WIDTH="2%"><FONT SIZE=1><BR>&nbsp;</FONT></TD>
<TD WIDTH="10%" ALIGN="RIGHT"><FONT SIZE=1><BR>
572,012</FONT></TD>
<TD WIDTH="2%"><FONT SIZE=1><BR>&nbsp;</FONT></TD>
<TD WIDTH="10%" ALIGN="RIGHT"><FONT SIZE=1><BR>
&nbsp;</FONT></TD>
<TD WIDTH="2%"><FONT SIZE=1><BR>&nbsp;</FONT></TD>
<TD WIDTH="10%" ALIGN="RIGHT"><FONT SIZE=1><BR>
&nbsp;</FONT></TD>
<TD WIDTH="2%"><FONT SIZE=1><BR>&nbsp;</FONT></TD>
<TD WIDTH="2%"><FONT SIZE=1><BR>&nbsp;</FONT></TD>
<TD WIDTH="11%" ALIGN="RIGHT"><FONT SIZE=1><BR>
12,012,252</FONT></TD>
<TD WIDTH="2%"><FONT SIZE=1><BR>&nbsp;</FONT></TD>
<TD WIDTH="9%" ALIGN="RIGHT"><FONT SIZE=1><BR>
2.003</FONT></TD>
<TD WIDTH="1%"><FONT SIZE=1><BR>%</FONT></TD>
</TR>
<TR BGCOLOR="#CCEEFF" VALIGN="BOTTOM">
<TD WIDTH="36%"><FONT SIZE=1><BR>
673 Realty Corp.<BR>
70 West 36th Street<BR>
New York, New York 10018</FONT></TD>
<TD WIDTH="2%"><FONT SIZE=1><BR>&nbsp;</FONT></TD>
<TD WIDTH="10%" ALIGN="RIGHT"><FONT SIZE=1><BR>
3,810</FONT></TD>
<TD WIDTH="2%"><FONT SIZE=1><BR>&nbsp;</FONT></TD>
<TD WIDTH="10%" ALIGN="RIGHT"><FONT SIZE=1><BR>
&nbsp;</FONT></TD>
<TD WIDTH="2%"><FONT SIZE=1><BR>&nbsp;</FONT></TD>
<TD WIDTH="10%" ALIGN="RIGHT"><FONT SIZE=1><BR>
&nbsp;</FONT></TD>
<TD WIDTH="2%"><FONT SIZE=1><BR>&nbsp;</FONT></TD>
<TD WIDTH="2%"><FONT SIZE=1><BR>&nbsp;</FONT></TD>
<TD WIDTH="11%" ALIGN="RIGHT"><FONT SIZE=1><BR>
80,010</FONT></TD>
<TD WIDTH="2%"><FONT SIZE=1><BR>&nbsp;</FONT></TD>
<TD WIDTH="9%" ALIGN="RIGHT"><FONT SIZE=1><BR>
0.013</FONT></TD>
<TD WIDTH="1%"><FONT SIZE=1><BR>%</FONT></TD>
</TR>
<TR BGCOLOR="White" VALIGN="BOTTOM">
<TD WIDTH="36%"><FONT SIZE=1><BR>
Stanley and Carol Nelson</FONT></TD>
<TD WIDTH="2%"><FONT SIZE=1><BR>&nbsp;</FONT></TD>
<TD WIDTH="10%" ALIGN="RIGHT"><FONT SIZE=1><BR>
4,762</FONT></TD>
<TD WIDTH="2%"><FONT SIZE=1><BR>&nbsp;</FONT></TD>
<TD WIDTH="10%" ALIGN="RIGHT"><FONT SIZE=1><BR>
&nbsp;</FONT></TD>
<TD WIDTH="2%"><FONT SIZE=1><BR>&nbsp;</FONT></TD>
<TD WIDTH="10%" ALIGN="RIGHT"><FONT SIZE=1><BR>
&nbsp;</FONT></TD>
<TD WIDTH="2%"><FONT SIZE=1><BR>&nbsp;</FONT></TD>
<TD WIDTH="2%"><FONT SIZE=1><BR>&nbsp;</FONT></TD>
<TD WIDTH="11%" ALIGN="RIGHT"><FONT SIZE=1><BR>
100,002</FONT></TD>
<TD WIDTH="2%"><FONT SIZE=1><BR>&nbsp;</FONT></TD>
<TD WIDTH="9%" ALIGN="RIGHT"><FONT SIZE=1><BR>
0.017</FONT></TD>
<TD WIDTH="1%"><FONT SIZE=1><BR>%</FONT></TD>
</TR>
<TR BGCOLOR="#CCEEFF" VALIGN="BOTTOM">
<TD WIDTH="36%"><FONT SIZE=1><BR>
Sheldon Lowe</FONT></TD>
<TD WIDTH="2%"><FONT SIZE=1><BR>&nbsp;</FONT></TD>
<TD WIDTH="10%" ALIGN="RIGHT"><FONT SIZE=1><BR>
16,190</FONT></TD>
<TD WIDTH="2%"><FONT SIZE=1><BR>&nbsp;</FONT></TD>
<TD WIDTH="10%" ALIGN="RIGHT"><FONT SIZE=1><BR>
&nbsp;</FONT></TD>
<TD WIDTH="2%"><FONT SIZE=1><BR>&nbsp;</FONT></TD>
<TD WIDTH="10%" ALIGN="RIGHT"><FONT SIZE=1><BR>
&nbsp;</FONT></TD>
<TD WIDTH="2%"><FONT SIZE=1><BR>&nbsp;</FONT></TD>
<TD WIDTH="2%"><FONT SIZE=1><BR>&nbsp;</FONT></TD>
<TD WIDTH="11%" ALIGN="RIGHT"><FONT SIZE=1><BR>
339,990</FONT></TD>
<TD WIDTH="2%"><FONT SIZE=1><BR>&nbsp;</FONT></TD>
<TD WIDTH="9%" ALIGN="RIGHT"><FONT SIZE=1><BR>
0.057</FONT></TD>
<TD WIDTH="1%"><FONT SIZE=1><BR>%</FONT></TD>
</TR>
<TR BGCOLOR="White" VALIGN="BOTTOM">
<TD WIDTH="36%"><FONT SIZE=1><BR>
Miami Corp.</FONT></TD>
<TD WIDTH="2%"><FONT SIZE=1><BR>&nbsp;</FONT></TD>
<TD WIDTH="10%" ALIGN="RIGHT"><FONT SIZE=1><BR>
476</FONT></TD>
<TD WIDTH="2%"><FONT SIZE=1><BR>&nbsp;</FONT></TD>
<TD WIDTH="10%" ALIGN="RIGHT"><FONT SIZE=1><BR>
&nbsp;</FONT></TD>
<TD WIDTH="2%"><FONT SIZE=1><BR>&nbsp;</FONT></TD>
<TD WIDTH="10%" ALIGN="RIGHT"><FONT SIZE=1><BR>
&nbsp;</FONT></TD>
<TD WIDTH="2%"><FONT SIZE=1><BR>&nbsp;</FONT></TD>
<TD WIDTH="2%"><FONT SIZE=1><BR>&nbsp;</FONT></TD>
<TD WIDTH="11%" ALIGN="RIGHT"><FONT SIZE=1><BR>
9,996</FONT></TD>
<TD WIDTH="2%"><FONT SIZE=1><BR>&nbsp;</FONT></TD>
<TD WIDTH="9%" ALIGN="RIGHT"><FONT SIZE=1><BR>
0.002</FONT></TD>
<TD WIDTH="1%"><FONT SIZE=1><BR>%</FONT></TD>
</TR>
<TR BGCOLOR="#CCEEFF" VALIGN="BOTTOM">
<TD WIDTH="36%"><FONT SIZE=1><BR>
S.L. Green Properties, Inc.<BR>
70 West 36th Street<BR>
New York, New York 10018</FONT></TD>
<TD WIDTH="2%"><FONT SIZE=1><BR>&nbsp;</FONT></TD>
<TD WIDTH="10%" ALIGN="RIGHT"><FONT SIZE=1><BR>
905,485</FONT></TD>
<TD WIDTH="2%"><FONT SIZE=1><BR>&nbsp;</FONT></TD>
<TD WIDTH="10%" ALIGN="RIGHT"><FONT SIZE=1><BR>
&nbsp;</FONT></TD>
<TD WIDTH="2%"><FONT SIZE=1><BR>&nbsp;</FONT></TD>
<TD WIDTH="10%" ALIGN="RIGHT"><FONT SIZE=1><BR>
&nbsp;</FONT></TD>
<TD WIDTH="2%"><FONT SIZE=1><BR>&nbsp;</FONT></TD>
<TD WIDTH="2%"><FONT SIZE=1><BR>&nbsp;</FONT></TD>
<TD WIDTH="11%" ALIGN="RIGHT"><FONT SIZE=1><BR>
19,015,185</FONT></TD>
<TD WIDTH="2%"><FONT SIZE=1><BR>&nbsp;</FONT></TD>
<TD WIDTH="9%" ALIGN="RIGHT"><FONT SIZE=1><BR>
3.171</FONT></TD>
<TD WIDTH="1%"><FONT SIZE=1><BR>%</FONT></TD>
</TR>
<TR BGCOLOR="White" VALIGN="BOTTOM">
<TD WIDTH="36%"><FONT SIZE=1><BR>
EBG Midtown South Corp.<BR>
70 West 36th Street<BR>
New York, New York 10018</FONT></TD>
<TD WIDTH="2%"><FONT SIZE=1><BR>&nbsp;</FONT></TD>
<TD WIDTH="10%" ALIGN="RIGHT"><FONT SIZE=1><BR>
476</FONT></TD>
<TD WIDTH="2%"><FONT SIZE=1><BR>&nbsp;</FONT></TD>
<TD WIDTH="10%" ALIGN="RIGHT"><FONT SIZE=1><BR>
&nbsp;</FONT></TD>
<TD WIDTH="2%"><FONT SIZE=1><BR>&nbsp;</FONT></TD>
<TD WIDTH="10%" ALIGN="RIGHT"><FONT SIZE=1><BR>
&nbsp;</FONT></TD>
<TD WIDTH="2%"><FONT SIZE=1><BR>&nbsp;</FONT></TD>
<TD WIDTH="2%"><FONT SIZE=1><BR>&nbsp;</FONT></TD>
<TD WIDTH="11%" ALIGN="RIGHT"><FONT SIZE=1><BR>
9,996</FONT></TD>
<TD WIDTH="2%"><FONT SIZE=1><BR>&nbsp;</FONT></TD>
<TD WIDTH="9%" ALIGN="RIGHT"><FONT SIZE=1><BR>
0.002</FONT></TD>
<TD WIDTH="1%"><FONT SIZE=1><BR>%</FONT></TD>
</TR>
<TR BGCOLOR="#CCEEFF" VALIGN="BOTTOM">
<TD WIDTH="36%"><FONT SIZE=1><BR>
Green 6th Avenue Associates, L.P.<BR>
70 West 36th Street<BR>
New York, New York 10018</FONT></TD>
<TD WIDTH="2%"><FONT SIZE=1><BR>&nbsp;</FONT></TD>
<TD WIDTH="10%" ALIGN="RIGHT"><FONT SIZE=1><BR>
304,846</FONT></TD>
<TD WIDTH="2%"><FONT SIZE=1><BR>&nbsp;</FONT></TD>
<TD WIDTH="10%" ALIGN="RIGHT"><FONT SIZE=1><BR>
&nbsp;</FONT></TD>
<TD WIDTH="2%"><FONT SIZE=1><BR>&nbsp;</FONT></TD>
<TD WIDTH="10%" ALIGN="RIGHT"><FONT SIZE=1><BR>
&nbsp;</FONT></TD>
<TD WIDTH="2%"><FONT SIZE=1><BR>&nbsp;</FONT></TD>
<TD WIDTH="2%"><FONT SIZE=1><BR>&nbsp;</FONT></TD>
<TD WIDTH="11%" ALIGN="RIGHT"><FONT SIZE=1><BR>
6,401,766</FONT></TD>
<TD WIDTH="2%"><FONT SIZE=1><BR>&nbsp;</FONT></TD>
<TD WIDTH="9%" ALIGN="RIGHT"><FONT SIZE=1><BR>
1.067</FONT></TD>
<TD WIDTH="1%"><FONT SIZE=1><BR>%</FONT></TD>
</TR>
<TR BGCOLOR="White" VALIGN="BOTTOM">
<TD WIDTH="36%"><FONT SIZE=1><BR>
Northwest Partners<BR>
70 West 36th Street<BR>
New York, New York 10018</FONT></TD>
<TD WIDTH="2%"><FONT SIZE=1><BR>&nbsp;</FONT></TD>
<TD WIDTH="10%" ALIGN="RIGHT"><FONT SIZE=1><BR>
211,904</FONT></TD>
<TD WIDTH="2%"><FONT SIZE=1><BR>&nbsp;</FONT></TD>
<TD WIDTH="10%" ALIGN="RIGHT"><FONT SIZE=1><BR>
&nbsp;</FONT></TD>
<TD WIDTH="2%"><FONT SIZE=1><BR>&nbsp;</FONT></TD>
<TD WIDTH="10%" ALIGN="RIGHT"><FONT SIZE=1><BR>
&nbsp;</FONT></TD>
<TD WIDTH="2%"><FONT SIZE=1><BR>&nbsp;</FONT></TD>
<TD WIDTH="2%"><FONT SIZE=1><BR>&nbsp;</FONT></TD>
<TD WIDTH="11%" ALIGN="RIGHT"><FONT SIZE=1><BR>
4,449,984</FONT></TD>
<TD WIDTH="2%"><FONT SIZE=1><BR>&nbsp;</FONT></TD>
<TD WIDTH="9%" ALIGN="RIGHT"><FONT SIZE=1><BR>
0.742</FONT></TD>
<TD WIDTH="1%"><FONT SIZE=1><BR>%</FONT></TD>
</TR>
<TR BGCOLOR="#CCEEFF" VALIGN="BOTTOM">
<TD WIDTH="36%"><FONT SIZE=1><BR>
PLR Associates<BR>
70 West 36th Street<BR>
New York, New York 10018</FONT></TD>
<TD WIDTH="2%"><FONT SIZE=1><BR>&nbsp;</FONT></TD>
<TD WIDTH="10%" ALIGN="RIGHT"><FONT SIZE=1><BR>
19,048</FONT></TD>
<TD WIDTH="2%"><FONT SIZE=1><BR>&nbsp;</FONT></TD>
<TD WIDTH="10%" ALIGN="RIGHT"><FONT SIZE=1><BR>
&nbsp;</FONT></TD>
<TD WIDTH="2%"><FONT SIZE=1><BR>&nbsp;</FONT></TD>
<TD WIDTH="10%" ALIGN="RIGHT"><FONT SIZE=1><BR>
&nbsp;</FONT></TD>
<TD WIDTH="2%"><FONT SIZE=1><BR>&nbsp;</FONT></TD>
<TD WIDTH="2%"><FONT SIZE=1><BR>&nbsp;</FONT></TD>
<TD WIDTH="11%" ALIGN="RIGHT"><FONT SIZE=1><BR>
400,008</FONT></TD>
<TD WIDTH="2%"><FONT SIZE=1><BR>&nbsp;</FONT></TD>
<TD WIDTH="9%" ALIGN="RIGHT"><FONT SIZE=1><BR>
0.067</FONT></TD>
<TD WIDTH="1%"><FONT SIZE=1><BR>%</FONT></TD>
</TR>
<TR BGCOLOR="White" VALIGN="BOTTOM">
<TD WIDTH="36%"><FONT SIZE=1><BR>
Estate of Aaron Levy</FONT></TD>
<TD WIDTH="2%"><FONT SIZE=1><BR>&nbsp;</FONT></TD>
<TD WIDTH="10%" ALIGN="RIGHT"><FONT SIZE=1><BR>
2,619</FONT></TD>
<TD WIDTH="2%"><FONT SIZE=1><BR>&nbsp;</FONT></TD>
<TD WIDTH="10%" ALIGN="RIGHT"><FONT SIZE=1><BR>
&nbsp;</FONT></TD>
<TD WIDTH="2%"><FONT SIZE=1><BR>&nbsp;</FONT></TD>
<TD WIDTH="10%" ALIGN="RIGHT"><FONT SIZE=1><BR>
&nbsp;</FONT></TD>
<TD WIDTH="2%"><FONT SIZE=1><BR>&nbsp;</FONT></TD>
<TD WIDTH="2%"><FONT SIZE=1><BR>&nbsp;</FONT></TD>
<TD WIDTH="11%" ALIGN="RIGHT"><FONT SIZE=1><BR>
54,999</FONT></TD>
<TD WIDTH="2%"><FONT SIZE=1><BR>&nbsp;</FONT></TD>
<TD WIDTH="9%" ALIGN="RIGHT"><FONT SIZE=1><BR>
0.009</FONT></TD>
<TD WIDTH="1%"><FONT SIZE=1><BR>%</FONT></TD>
</TR>
<TR BGCOLOR="#CCEEFF" VALIGN="BOTTOM">
<TD WIDTH="36%"><FONT SIZE=1><BR>
Neil Cohen</FONT></TD>
<TD WIDTH="2%"><FONT SIZE=1><BR>&nbsp;</FONT></TD>
<TD WIDTH="10%" ALIGN="RIGHT"><FONT SIZE=1><BR>
19,048</FONT></TD>
<TD WIDTH="2%"><FONT SIZE=1><BR>&nbsp;</FONT></TD>
<TD WIDTH="10%" ALIGN="RIGHT"><FONT SIZE=1><BR>
&nbsp;</FONT></TD>
<TD WIDTH="2%"><FONT SIZE=1><BR>&nbsp;</FONT></TD>
<TD WIDTH="10%" ALIGN="RIGHT"><FONT SIZE=1><BR>
&nbsp;</FONT></TD>
<TD WIDTH="2%"><FONT SIZE=1><BR>&nbsp;</FONT></TD>
<TD WIDTH="2%"><FONT SIZE=1><BR>&nbsp;</FONT></TD>
<TD WIDTH="11%" ALIGN="RIGHT"><FONT SIZE=1><BR>
400,008</FONT></TD>
<TD WIDTH="2%"><FONT SIZE=1><BR>&nbsp;</FONT></TD>
<TD WIDTH="9%" ALIGN="RIGHT"><FONT SIZE=1><BR>
0.067</FONT></TD>
<TD WIDTH="1%"><FONT SIZE=1><BR>%</FONT></TD>
</TR>
</TABLE>
<!-- insert table folio -->
<P ALIGN="CENTER"><FONT SIZE=2>63</FONT></P>

<HR NOSHADE>
<!-- ZEQ.=1,SEQ=63,EFW="2091718",CP="SL GREEN REALTY CORP.",DN="2",CHK=313752,FOLIO='63',FILE='DISK038:[02NYC4.02NYC8784]KO8784A.;12',USER='SMENEZE',CD='17-OCT-2002;07:41' -->
<A NAME="page_ko8784_1_64"> </A>
<!-- end of table folio -->
<TABLE WIDTH="100%" BORDER=0 CELLSPACING=0 CELLPADDING=0>
<TR BGCOLOR="#CCEEFF" VALIGN="BOTTOM">
<TD WIDTH="36%"><FONT SIZE=1>Nancy A. Peck<BR>
70 West 36th Street<BR>
New York, New York 10018</FONT></TD>
<TD WIDTH="2%"><FONT SIZE=1>&nbsp;</FONT></TD>
<TD WIDTH="10%" ALIGN="RIGHT"><FONT SIZE=1>19,048</FONT></TD>
<TD WIDTH="2%"><FONT SIZE=1>&nbsp;</FONT></TD>
<TD WIDTH="10%" ALIGN="RIGHT"><FONT SIZE=1>&nbsp;</FONT></TD>
<TD WIDTH="2%"><FONT SIZE=1>&nbsp;</FONT></TD>
<TD WIDTH="10%" ALIGN="RIGHT"><FONT SIZE=1>&nbsp;</FONT></TD>
<TD WIDTH="2%"><FONT SIZE=1>&nbsp;</FONT></TD>
<TD WIDTH="2%"><FONT SIZE=1>&nbsp;</FONT></TD>
<TD WIDTH="11%" ALIGN="RIGHT"><FONT SIZE=1>400,008</FONT></TD>
<TD WIDTH="2%"><FONT SIZE=1>&nbsp;</FONT></TD>
<TD WIDTH="9%" ALIGN="RIGHT"><FONT SIZE=1>0.067</FONT></TD>
<TD WIDTH="1%"><FONT SIZE=1>%</FONT></TD>
</TR>
<TR BGCOLOR="White" VALIGN="BOTTOM">
<TD WIDTH="36%"><FONT SIZE=1><BR>
Benjamin P. Feldman<BR>
70 West 36th Street<BR>
New York, New York 10018</FONT></TD>
<TD WIDTH="2%"><FONT SIZE=1><BR>&nbsp;</FONT></TD>
<TD WIDTH="10%" ALIGN="RIGHT"><FONT SIZE=1><BR>
18,698</FONT></TD>
<TD WIDTH="2%"><FONT SIZE=1><BR>&nbsp;</FONT></TD>
<TD WIDTH="10%" ALIGN="RIGHT"><FONT SIZE=1><BR>
&nbsp;</FONT></TD>
<TD WIDTH="2%"><FONT SIZE=1><BR>&nbsp;</FONT></TD>
<TD WIDTH="10%" ALIGN="RIGHT"><FONT SIZE=1><BR>
&nbsp;</FONT></TD>
<TD WIDTH="2%"><FONT SIZE=1><BR>&nbsp;</FONT></TD>
<TD WIDTH="2%"><FONT SIZE=1><BR>&nbsp;</FONT></TD>
<TD WIDTH="11%" ALIGN="RIGHT"><FONT SIZE=1><BR>
392,658</FONT></TD>
<TD WIDTH="2%"><FONT SIZE=1><BR>&nbsp;</FONT></TD>
<TD WIDTH="9%" ALIGN="RIGHT"><FONT SIZE=1><BR>
0.065</FONT></TD>
<TD WIDTH="1%"><FONT SIZE=1><BR>%</FONT></TD>
</TR>
<TR BGCOLOR="#CCEEFF" VALIGN="BOTTOM">
<TD WIDTH="36%"><FONT SIZE=1><BR>
Louis A. Olsen<BR>
70 West 36th Street<BR>
New York, New York 10018</FONT></TD>
<TD WIDTH="2%"><FONT SIZE=1><BR>&nbsp;</FONT></TD>
<TD WIDTH="10%" ALIGN="RIGHT"><FONT SIZE=1><BR>
7,619</FONT></TD>
<TD WIDTH="2%"><FONT SIZE=1><BR>&nbsp;</FONT></TD>
<TD WIDTH="10%" ALIGN="RIGHT"><FONT SIZE=1><BR>
&nbsp;</FONT></TD>
<TD WIDTH="2%"><FONT SIZE=1><BR>&nbsp;</FONT></TD>
<TD WIDTH="10%" ALIGN="RIGHT"><FONT SIZE=1><BR>
&nbsp;</FONT></TD>
<TD WIDTH="2%"><FONT SIZE=1><BR>&nbsp;</FONT></TD>
<TD WIDTH="2%"><FONT SIZE=1><BR>&nbsp;</FONT></TD>
<TD WIDTH="11%" ALIGN="RIGHT"><FONT SIZE=1><BR>
159,999</FONT></TD>
<TD WIDTH="2%"><FONT SIZE=1><BR>&nbsp;</FONT></TD>
<TD WIDTH="9%" ALIGN="RIGHT"><FONT SIZE=1><BR>
0.027</FONT></TD>
<TD WIDTH="1%"><FONT SIZE=1><BR>%</FONT></TD>
</TR>
<TR BGCOLOR="White" VALIGN="BOTTOM">
<TD WIDTH="36%"><FONT SIZE=1><BR>
Robert Ivanhoe<BR>
125 Lower Cross Road<BR>
Greenwich, CT 06831</FONT></TD>
<TD WIDTH="2%"><FONT SIZE=1><BR>&nbsp;</FONT></TD>
<TD WIDTH="10%" ALIGN="RIGHT"><FONT SIZE=1><BR>
47,619</FONT></TD>
<TD WIDTH="2%"><FONT SIZE=1><BR>&nbsp;</FONT></TD>
<TD WIDTH="10%" ALIGN="RIGHT"><FONT SIZE=1><BR>
&nbsp;</FONT></TD>
<TD WIDTH="2%"><FONT SIZE=1><BR>&nbsp;</FONT></TD>
<TD WIDTH="10%" ALIGN="RIGHT"><FONT SIZE=1><BR>
&nbsp;</FONT></TD>
<TD WIDTH="2%"><FONT SIZE=1><BR>&nbsp;</FONT></TD>
<TD WIDTH="2%"><FONT SIZE=1><BR>&nbsp;</FONT></TD>
<TD WIDTH="11%" ALIGN="RIGHT"><FONT SIZE=1><BR>
999,999</FONT></TD>
<TD WIDTH="2%"><FONT SIZE=1><BR>&nbsp;</FONT></TD>
<TD WIDTH="9%" ALIGN="RIGHT"><FONT SIZE=1><BR>
0.167</FONT></TD>
<TD WIDTH="1%"><FONT SIZE=1><BR>%</FONT></TD>
</TR>
<TR BGCOLOR="#CCEEFF" VALIGN="BOTTOM">
<TD WIDTH="36%"><FONT SIZE=1><BR>
Paul J. Konigsberg<BR>
66 Talcott Road<BR>
Rye Brook, NY 10573</FONT></TD>
<TD WIDTH="2%"><FONT SIZE=1><BR>&nbsp;</FONT></TD>
<TD WIDTH="10%" ALIGN="RIGHT"><FONT SIZE=1><BR>
26,492</FONT></TD>
<TD WIDTH="2%"><FONT SIZE=1><BR>&nbsp;</FONT></TD>
<TD WIDTH="10%" ALIGN="RIGHT"><FONT SIZE=1><BR>
&nbsp;</FONT></TD>
<TD WIDTH="2%"><FONT SIZE=1><BR>&nbsp;</FONT></TD>
<TD WIDTH="10%" ALIGN="RIGHT"><FONT SIZE=1><BR>
&nbsp;</FONT></TD>
<TD WIDTH="2%"><FONT SIZE=1><BR>&nbsp;</FONT></TD>
<TD WIDTH="2%"><FONT SIZE=1><BR>&nbsp;</FONT></TD>
<TD WIDTH="11%" ALIGN="RIGHT"><FONT SIZE=1><BR>
556,332</FONT></TD>
<TD WIDTH="2%"><FONT SIZE=1><BR>&nbsp;</FONT></TD>
<TD WIDTH="9%" ALIGN="RIGHT"><FONT SIZE=1><BR>
0.093</FONT></TD>
<TD WIDTH="1%"><FONT SIZE=1><BR>%</FONT></TD>
</TR>
<TR BGCOLOR="White" VALIGN="BOTTOM">
<TD WIDTH="36%"><FONT SIZE=1><BR>
Jeffrey Konigsberg<BR>
55 W. 14th Street<BR>
New York, NY</FONT></TD>
<TD WIDTH="2%"><FONT SIZE=1><BR>&nbsp;</FONT></TD>
<TD WIDTH="10%" ALIGN="RIGHT"><FONT SIZE=1><BR>
1,000</FONT></TD>
<TD WIDTH="2%"><FONT SIZE=1><BR>&nbsp;</FONT></TD>
<TD WIDTH="10%" ALIGN="RIGHT"><FONT SIZE=1><BR>
&nbsp;</FONT></TD>
<TD WIDTH="2%"><FONT SIZE=1><BR>&nbsp;</FONT></TD>
<TD WIDTH="10%" ALIGN="RIGHT"><FONT SIZE=1><BR>
&nbsp;</FONT></TD>
<TD WIDTH="2%"><FONT SIZE=1><BR>&nbsp;</FONT></TD>
<TD WIDTH="2%"><FONT SIZE=1><BR>&nbsp;</FONT></TD>
<TD WIDTH="11%" ALIGN="RIGHT"><FONT SIZE=1><BR>
21,000</FONT></TD>
<TD WIDTH="2%"><FONT SIZE=1><BR>&nbsp;</FONT></TD>
<TD WIDTH="9%" ALIGN="RIGHT"><FONT SIZE=1><BR>
0.004</FONT></TD>
<TD WIDTH="1%"><FONT SIZE=1><BR>%</FONT></TD>
</TR>
<TR BGCOLOR="#CCEEFF" VALIGN="BOTTOM">
<TD WIDTH="36%"><FONT SIZE=1><BR>
Stephen Konigsberg<BR>
55 W. 14th Street<BR>
New York, NY</FONT></TD>
<TD WIDTH="2%"><FONT SIZE=1><BR>&nbsp;</FONT></TD>
<TD WIDTH="10%" ALIGN="RIGHT"><FONT SIZE=1><BR>
1,000</FONT></TD>
<TD WIDTH="2%"><FONT SIZE=1><BR>&nbsp;</FONT></TD>
<TD WIDTH="10%" ALIGN="RIGHT"><FONT SIZE=1><BR>
&nbsp;</FONT></TD>
<TD WIDTH="2%"><FONT SIZE=1><BR>&nbsp;</FONT></TD>
<TD WIDTH="10%" ALIGN="RIGHT"><FONT SIZE=1><BR>
&nbsp;</FONT></TD>
<TD WIDTH="2%"><FONT SIZE=1><BR>&nbsp;</FONT></TD>
<TD WIDTH="2%"><FONT SIZE=1><BR>&nbsp;</FONT></TD>
<TD WIDTH="11%" ALIGN="RIGHT"><FONT SIZE=1><BR>
21,000</FONT></TD>
<TD WIDTH="2%"><FONT SIZE=1><BR>&nbsp;</FONT></TD>
<TD WIDTH="9%" ALIGN="RIGHT"><FONT SIZE=1><BR>
0.004</FONT></TD>
<TD WIDTH="1%"><FONT SIZE=1><BR>%</FONT></TD>
</TR>
<TR BGCOLOR="White" VALIGN="BOTTOM">
<TD WIDTH="36%"><FONT SIZE=1><BR>
Robert Konigsberg<BR>
88 Osborn Road<BR>
Harrison, New York 10528</FONT></TD>
<TD WIDTH="2%"><FONT SIZE=1><BR>&nbsp;</FONT></TD>
<TD WIDTH="10%" ALIGN="RIGHT"><FONT SIZE=1><BR>
25,492</FONT></TD>
<TD WIDTH="2%"><FONT SIZE=1><BR>&nbsp;</FONT></TD>
<TD WIDTH="10%" ALIGN="RIGHT"><FONT SIZE=1><BR>
&nbsp;</FONT></TD>
<TD WIDTH="2%"><FONT SIZE=1><BR>&nbsp;</FONT></TD>
<TD WIDTH="10%" ALIGN="RIGHT"><FONT SIZE=1><BR>
&nbsp;</FONT></TD>
<TD WIDTH="2%"><FONT SIZE=1><BR>&nbsp;</FONT></TD>
<TD WIDTH="2%"><FONT SIZE=1><BR>&nbsp;</FONT></TD>
<TD WIDTH="11%" ALIGN="RIGHT"><FONT SIZE=1><BR>
535,332</FONT></TD>
<TD WIDTH="2%"><FONT SIZE=1><BR>&nbsp;</FONT></TD>
<TD WIDTH="9%" ALIGN="RIGHT"><FONT SIZE=1><BR>
0.089</FONT></TD>
<TD WIDTH="1%"><FONT SIZE=1><BR>%</FONT></TD>
</TR>
<TR BGCOLOR="#CCEEFF" VALIGN="BOTTOM">
<TD WIDTH="36%"><FONT SIZE=1><BR>
Joshua Konigsberg<BR>
500 E. 85th Street<BR>
New York, NY 10028</FONT></TD>
<TD WIDTH="2%"><FONT SIZE=1><BR>&nbsp;</FONT></TD>
<TD WIDTH="10%" ALIGN="RIGHT"><FONT SIZE=1><BR>
1,000</FONT></TD>
<TD WIDTH="2%"><FONT SIZE=1><BR>&nbsp;</FONT></TD>
<TD WIDTH="10%" ALIGN="RIGHT"><FONT SIZE=1><BR>
&nbsp;</FONT></TD>
<TD WIDTH="2%"><FONT SIZE=1><BR>&nbsp;</FONT></TD>
<TD WIDTH="10%" ALIGN="RIGHT"><FONT SIZE=1><BR>
&nbsp;</FONT></TD>
<TD WIDTH="2%"><FONT SIZE=1><BR>&nbsp;</FONT></TD>
<TD WIDTH="2%"><FONT SIZE=1><BR>&nbsp;</FONT></TD>
<TD WIDTH="11%" ALIGN="RIGHT"><FONT SIZE=1><BR>
21,000</FONT></TD>
<TD WIDTH="2%"><FONT SIZE=1><BR>&nbsp;</FONT></TD>
<TD WIDTH="9%" ALIGN="RIGHT"><FONT SIZE=1><BR>
0.004</FONT></TD>
<TD WIDTH="1%"><FONT SIZE=1><BR>%</FONT></TD>
</TR>
<TR BGCOLOR="White" VALIGN="BOTTOM">
<TD WIDTH="36%"><FONT SIZE=1><BR>
Gregory Reimer<BR>
c/o Robert Konigsberg<BR>
88 Osborn Road<BR>
Harrison, NY 10528</FONT></TD>
<TD WIDTH="2%"><FONT SIZE=1><BR>&nbsp;</FONT></TD>
<TD WIDTH="10%" ALIGN="RIGHT"><FONT SIZE=1><BR>
1,000</FONT></TD>
<TD WIDTH="2%"><FONT SIZE=1><BR>&nbsp;</FONT></TD>
<TD WIDTH="10%" ALIGN="RIGHT"><FONT SIZE=1><BR>
&nbsp;</FONT></TD>
<TD WIDTH="2%"><FONT SIZE=1><BR>&nbsp;</FONT></TD>
<TD WIDTH="10%" ALIGN="RIGHT"><FONT SIZE=1><BR>
&nbsp;</FONT></TD>
<TD WIDTH="2%"><FONT SIZE=1><BR>&nbsp;</FONT></TD>
<TD WIDTH="2%"><FONT SIZE=1><BR>&nbsp;</FONT></TD>
<TD WIDTH="11%" ALIGN="RIGHT"><FONT SIZE=1><BR>
21,000</FONT></TD>
<TD WIDTH="2%"><FONT SIZE=1><BR>&nbsp;</FONT></TD>
<TD WIDTH="9%" ALIGN="RIGHT"><FONT SIZE=1><BR>
0.004</FONT></TD>
<TD WIDTH="1%"><FONT SIZE=1><BR>%</FONT></TD>
</TR>
<TR BGCOLOR="#CCEEFF" VALIGN="BOTTOM">
<TD WIDTH="36%"><FONT SIZE=1><BR>
James Ryan Konigsberg<BR>
c/o Robert Konigsberg<BR>
88 Osborn Road<BR>
Harrison, NY 10528</FONT></TD>
<TD WIDTH="2%"><FONT SIZE=1><BR>&nbsp;</FONT></TD>
<TD WIDTH="10%" ALIGN="RIGHT"><FONT SIZE=1><BR>
1,000</FONT></TD>
<TD WIDTH="2%"><FONT SIZE=1><BR>&nbsp;</FONT></TD>
<TD WIDTH="10%" ALIGN="RIGHT"><FONT SIZE=1><BR>
&nbsp;</FONT></TD>
<TD WIDTH="2%"><FONT SIZE=1><BR>&nbsp;</FONT></TD>
<TD WIDTH="10%" ALIGN="RIGHT"><FONT SIZE=1><BR>
&nbsp;</FONT></TD>
<TD WIDTH="2%"><FONT SIZE=1><BR>&nbsp;</FONT></TD>
<TD WIDTH="2%"><FONT SIZE=1><BR>&nbsp;</FONT></TD>
<TD WIDTH="11%" ALIGN="RIGHT"><FONT SIZE=1><BR>
21,000</FONT></TD>
<TD WIDTH="2%"><FONT SIZE=1><BR>&nbsp;</FONT></TD>
<TD WIDTH="9%" ALIGN="RIGHT"><FONT SIZE=1><BR>
0.004</FONT></TD>
<TD WIDTH="1%"><FONT SIZE=1><BR>%</FONT></TD>
</TR>
<TR BGCOLOR="White" VALIGN="BOTTOM">
<TD WIDTH="36%"><FONT SIZE=1><BR>
Nancy Mendelow<BR>
88 Central Park West<BR>
New York, NY 10023</FONT></TD>
<TD WIDTH="2%"><FONT SIZE=1><BR>&nbsp;</FONT></TD>
<TD WIDTH="10%" ALIGN="RIGHT"><FONT SIZE=1><BR>
64,445</FONT></TD>
<TD WIDTH="2%"><FONT SIZE=1><BR>&nbsp;</FONT></TD>
<TD WIDTH="10%" ALIGN="RIGHT"><FONT SIZE=1><BR>
&nbsp;</FONT></TD>
<TD WIDTH="2%"><FONT SIZE=1><BR>&nbsp;</FONT></TD>
<TD WIDTH="10%" ALIGN="RIGHT"><FONT SIZE=1><BR>
&nbsp;</FONT></TD>
<TD WIDTH="2%"><FONT SIZE=1><BR>&nbsp;</FONT></TD>
<TD WIDTH="2%"><FONT SIZE=1><BR>&nbsp;</FONT></TD>
<TD WIDTH="11%" ALIGN="RIGHT"><FONT SIZE=1><BR>
1,353,345</FONT></TD>
<TD WIDTH="2%"><FONT SIZE=1><BR>&nbsp;</FONT></TD>
<TD WIDTH="9%" ALIGN="RIGHT"><FONT SIZE=1><BR>
0.226</FONT></TD>
<TD WIDTH="1%"><FONT SIZE=1><BR>%</FONT></TD>
</TR>
<TR VALIGN="TOP">
<TD WIDTH="36%"><FONT SIZE=1>&nbsp;</FONT></TD>
<TD WIDTH="2%"><FONT SIZE=1>&nbsp;</FONT></TD>
<TD WIDTH="10%" ALIGN="RIGHT"><HR NOSHADE></TD>
<TD WIDTH="2%"><FONT SIZE=1>&nbsp;</FONT></TD>
<TD WIDTH="10%" ALIGN="RIGHT"><FONT SIZE=1>&nbsp;</FONT></TD>
<TD WIDTH="2%"><FONT SIZE=1>&nbsp;</FONT></TD>
<TD WIDTH="10%" ALIGN="RIGHT"><FONT SIZE=1>&nbsp;</FONT></TD>
<TD WIDTH="2%"><FONT SIZE=1>&nbsp;</FONT></TD>
<TD COLSPAN=2 ALIGN="RIGHT"><HR NOSHADE></TD>
<TD WIDTH="2%"><FONT SIZE=1>&nbsp;</FONT></TD>
<TD WIDTH="9%" ALIGN="RIGHT"><HR NOSHADE></TD>
<TD WIDTH="1%"><FONT SIZE=1>&nbsp;</FONT></TD>
</TR>
<TR BGCOLOR="#CCEEFF" VALIGN="BOTTOM">
<TD WIDTH="36%"><FONT SIZE=1>TOTAL</FONT></TD>
<TD WIDTH="2%"><FONT SIZE=1>&nbsp;</FONT></TD>
<TD WIDTH="10%" ALIGN="RIGHT"><FONT SIZE=1>14,675,594</FONT></TD>
<TD WIDTH="2%"><FONT SIZE=1>&nbsp;</FONT></TD>
<TD WIDTH="10%" ALIGN="RIGHT"><FONT SIZE=1>&nbsp;</FONT></TD>
<TD WIDTH="2%"><FONT SIZE=1>&nbsp;</FONT></TD>
<TD WIDTH="10%" ALIGN="RIGHT"><FONT SIZE=1>4,600,000</FONT></TD>
<TD WIDTH="2%"><FONT SIZE=1>&nbsp;</FONT></TD>
<TD WIDTH="2%"><FONT SIZE=1>$</FONT></TD>
<TD WIDTH="11%" ALIGN="RIGHT"><FONT SIZE=1>645,277,449</FONT></TD>
<TD WIDTH="2%"><FONT SIZE=1>&nbsp;</FONT></TD>
<TD WIDTH="9%" ALIGN="RIGHT"><FONT SIZE=1>100.00</FONT></TD>
<TD WIDTH="1%"><FONT SIZE=1>%</FONT></TD>
</TR>
<TR VALIGN="TOP">
<TD WIDTH="36%"><FONT SIZE=1>&nbsp;</FONT></TD>
<TD WIDTH="2%"><FONT SIZE=1>&nbsp;</FONT></TD>
<TD WIDTH="10%" ALIGN="RIGHT"><HR NOSHADE SIZE=4></TD>
<TD WIDTH="2%"><FONT SIZE=1>&nbsp;</FONT></TD>
<TD WIDTH="10%" ALIGN="RIGHT"><FONT SIZE=1>&nbsp;</FONT></TD>
<TD WIDTH="2%"><FONT SIZE=1>&nbsp;</FONT></TD>
<TD WIDTH="10%" ALIGN="RIGHT"><HR NOSHADE SIZE=4></TD>
<TD WIDTH="2%"><FONT SIZE=1>&nbsp;</FONT></TD>
<TD COLSPAN=2 ALIGN="RIGHT"><HR NOSHADE SIZE=4></TD>
<TD WIDTH="2%"><FONT SIZE=1>&nbsp;</FONT></TD>
<TD WIDTH="9%" ALIGN="RIGHT"><HR NOSHADE SIZE=4></TD>
<TD WIDTH="1%"><FONT SIZE=1>&nbsp;</FONT></TD>
</TR>
</TABLE>
<!-- end of user-specified TAGGED TABLE -->

<P ALIGN="RIGHT"><FONT SIZE=2>Dated as of May&nbsp;18, 1998 </FONT></P>

<P ALIGN="CENTER"><FONT SIZE=2>64</FONT></P>

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NAME="page_kq8784_1_65"> </A> </FONT></P>

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<P ALIGN="CENTER"><FONT SIZE=2><A
NAME="kq8784_exhibit_b_capital_account_maintenance"> </A>
<A NAME="toc_kq8784_1"> </A>
<BR></FONT><FONT SIZE=2><B>EXHIBIT B<BR>  CAPITAL ACCOUNT MAINTENANCE    <BR>  </B></FONT></P>

<DL compact>
<DT style='margin-bottom:-11pt;'><FONT SIZE=2>1.</FONT></DT><DD><FONT SIZE=2><I>Capital Accounts of the Partners</I></FONT></DD></DL>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;A.
The Partnership shall maintain for each Partner a separate Capital Account in accordance with the rules of Regulations Section&nbsp;1.704-l(b)(2)(iv). Such Capital
Account shall be increased by (i)&nbsp;the amount of all Capital Contributions and any other deemed contributions made by such Partner to the Partnership pursuant to this Agreement and
(ii)&nbsp;all items of Partnership income and gain (including income and gain exempt from tax) computed in accordance with Section&nbsp;1.B hereof and allocated to such Partner pursuant to
Section&nbsp;6.1 of the Agreement and <U>Exhibit&nbsp;C</U> hereof, and decreased by (x)&nbsp;the amount of cash or Agreed Value of all actual and deemed distributions of
cash or property made to such Partner pursuant to this Agreement and (y)&nbsp;all items of Partnership deduction and loss computed in accordance with Section&nbsp;1.B hereof and allocated to such
Partner pursuant to Section&nbsp;6.1 of the Agreement and <U>Exhibit&nbsp;C</U> hereof. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;B.
For purposes of computing the amount of any item of income, gain, deduction or loss to be reflected in the Partners' Capital Accounts, unless otherwise specified in this Agreement,
the determination, recognition and classification of any such item shall be the same as its determination, recognition and classification for federal income tax purposes determined in accordance with
Section&nbsp;703(a) of the Code (for this purpose all items of income, gain, loss or deduction required to be stated separately pursuant to Section&nbsp;703(a)(1) of the Code shall be included in
taxable income or loss), with the following adjustments: </FONT></P>

<UL>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(1)
Except as otherwise provided in Regulations Section&nbsp;1.704-l(b)(2)(iv)(m), the computation of all items of income, gain, loss and deduction shall be made without
regard to any election under Section&nbsp;754 of the Code which may be made by the Partnership, provided that the amounts of any adjustments to the adjusted bases of the assets of the Partnership
made pursuant to Section&nbsp;734 of the Code as a result of the distribution of property by the Partnership to a Partner (to the extent that such adjustments have not previously been reflected in
the Partners' Capital Accounts) shall be reflected in the Capital Accounts of the Partners in the manner and subject to the limitations prescribed in Regulations
Section&nbsp;1.704-l(b)(2)(iv)&nbsp;(m)(4). </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(2)
The computation of all items of income, gain, and deduction shall be made without regard to the fact that items described in Sections 705(a)(1)(B) or 705(a)(2)(B) of the Code are not
includable in gross income or are neither currently deductible nor capitalized for federal income tax purposes. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(3)
Any income, gain or loss attributable to the taxable disposition of any Partnership property shall be determined as if the adjusted basis of such property as of such date of
disposition were equal in amount to the Partnership's Carrying Value with respect to such property as of such date. </FONT></P>


<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(4)
In lieu of the depreciation, amortization, and other cost recovery deductions taken into account in computing such taxable income or loss, there shall be taken into account
Depreciation for such fiscal year. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(5)
In the event the Carrying Value of any Partnership Asset is adjusted pursuant to Section&nbsp;1.D hereof, the amount of any such adjustment shall be taken into account as gain or
loss from the disposition of such asset. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(6)
Any items specially allocated under Section&nbsp;2 of <U>Exhibit&nbsp;C</U> hereof shall not be taken into account. </FONT></P>

</UL>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;C.
Generally, a transferee (including any Assignee) of a Partnership Unit shall succeed to a pro rata portion of the Capital Account of the transferor, including where the transfer
causes a termination of the Partnership under Section&nbsp;708(b)(1)(B) of the Code, in which case the Capital Account of the </FONT></P>

<P ALIGN="CENTER"><FONT SIZE=2>65</FONT></P>

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<P><FONT SIZE=2>
transferee and the Capital Accounts of the other holders of Partnership Units in the terminated Partnership shall carry over to the new Partnership that is formed, for federal income tax purposes, as
a result of the termination. In such event, the Carrying Values of the Partnership properties in the reconstituted Partnership shall remain the same as they were in the terminated Partnership and the
Capital Accounts of such reconstituted Partnership shall be maintained in accordance with the principles of this <U>Exhibit&nbsp;B</U>. </FONT></P>

<UL>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;D.
(1) Consistent with the provisions of Regulations Section&nbsp;1.704-1(b)(2)(iv)(f), and as provided in Section&nbsp;1.D(2), the Carrying Values of all Partnership
assets shall be adjusted upward or downward to reflect any Unrealized Gain or Unrealized Loss attributable to such Partnership property, as of the times of the adjustments provided in
Section&nbsp;1.D(2) hereof, as if such Unrealized Gain or Unrealized Loss had been recognized on an actual sale of each such property and allocated pursuant to Section&nbsp;6.1 of the Agreement. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(2)
Such adjustments shall be made as of the following times: (a)&nbsp;immediately prior to the acquisition of an additional interest in the Partnership by any new or existing Partner
in exchange for more than a </FONT><FONT SIZE=2><I>de minimis</I></FONT><FONT SIZE=2> Capital Contribution; (b)&nbsp;immediately prior to the distribution by the Partnership to a Partner of more
than a </FONT><FONT SIZE=2><I>de minimis</I></FONT><FONT SIZE=2> amount of property as consideration for an interest in the Partnership; and (c)&nbsp;immediately prior to the liquidation of the
Partnership within the meaning of Regulations Section&nbsp;1.704-l(b)(2)(ii)(g) (except for a liquidation resulting from the termination of the Partnership under
Section&nbsp;708(b)(1)(B) of the Code), provided however that adjustments pursuant to clauses (a)&nbsp;and (b)&nbsp;above shall be made only if the General Partner determines that such
adjustments are necessary or appropriate to reflect the relative economic interests of the Partners in the Partnership. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(3)
In accordance with Regulations Section&nbsp;1.704- l(b)(2)(iv)(e), the Carrying Value of Partnership assets distributed in kind (other than in connection with the
termination of the Partnership under Section&nbsp;708(b)(1)(B) of the Code) shall be adjusted upward or downward to reflect any Unrealized Gain or Unrealized Loss attributable to such Partnership
property, as of the time any such asset is distributed. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(4)
In determining Unrealized Gain or Unrealized Loss for purposes of this <U>Exhibit&nbsp;B</U>, the aggregate cash amount and fair market value of all
Partnership assets (including cash or cash equivalents) shall be determined by the General Partner using such reasonable method of valuation as it may adopt, or in the case of a liquidating
distribution pursuant to Article&nbsp;XIII of the Agreement, shall be determined and allocated by the Liquidator using such reasonable methods of valuation as it may adopt. The General Partner, or
the Liquidator, as the case may be, shall allocate such aggregate fair market value among the assets of the Partnership in such manner as it determines in its sole and absolute discretion to arrive at
a fair market value for individual properties. </FONT></P>

</UL>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;E.
The provisions of the Agreement (including this <U>Exhibit&nbsp;B</U> and the other Exhibits to the Agreement) relating to the maintenance of Capital Accounts
are intended to comply with Regulations Section&nbsp;1.704-l(b), and shall be interpreted and applied in a manner consistent with such Regulations. In the event the General Partner shall
determine that it is prudent to modify the manner in which the Capital Accounts, or any debits or credits thereto (including, without limitation, debits or credits relating to liabilities which are
secured by contributed or distributed property or which are assumed by the Partnership, the General Partner, or the Limited Partners) are computed in order to comply with such Regulations, the General
Partner may make such modification without regard to Article&nbsp;XIV of the Agreement, provided that it is not likely to have a material effect on the amounts distributable to any Person pursuant
to Article&nbsp;XIII of the Agreement upon the dissolution of the Partnership. The General Partner also shall (i)&nbsp;make any adjustments that are necessary or appropriate to maintain equality
between the Capital Accounts of the Partners and the amount of Partnership capital reflected </FONT></P>

<P ALIGN="CENTER"><FONT SIZE=2>66</FONT></P>

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<P><FONT SIZE=2>
on the Partnership's balance sheet, as computed for book purposes, in accordance with Regulations Section&nbsp;1.704-1(b)(2)(iv)(q), and (ii)&nbsp;make any appropriate modifications
in the event unanticipated events might otherwise cause this Agreement not to comply with Regulations Section&nbsp;1.704-1(b). </FONT></P>

<DL compact>
<DT style='margin-bottom:-11pt;'><FONT SIZE=2>2.</FONT></DT><DD><FONT SIZE=2><I>No Interest</I></FONT></DD></DL>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;No
interest shall be paid by the Partnership on Capital Contributions or on balances in Partners' Capital Accounts. </FONT></P>

<DL compact>
<DT style='margin-bottom:-11pt;'><FONT SIZE=2>3.</FONT></DT><DD><FONT SIZE=2><I>No Withdrawal</I></FONT></DD></DL>


<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;No
Partner shall be entitled to withdraw any part of its Capital Contribution or Capital Account or to receive any distribution from the Partnership, except as provided in Articles IV,
V, VII and XIII of the Agreement. </FONT></P>

<P ALIGN="CENTER"><FONT SIZE=2>67</FONT></P>

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NAME="page_ks8784_1_68"> </A> </FONT></P>

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<P ALIGN="CENTER"><FONT SIZE=2><A
NAME="ks8784_exhibit_c_special_allocation_rules"> </A>
<A NAME="toc_ks8784_1"> </A>
<BR></FONT><FONT SIZE=2><B>EXHIBIT C<BR>  SPECIAL ALLOCATION RULES    <BR>  </B></FONT></P>

<DL compact>
<DT style='margin-bottom:-11pt;'><FONT SIZE=2>1.</FONT></DT><DD><FONT SIZE=2><I>Special Allocation Rules.</I></FONT></DD></DL>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Notwithstanding
any other provision of the Agreement or this </FONT><FONT SIZE=2><I>Exhibit&nbsp;C</I></FONT><FONT SIZE=2>, the following special allocations shall be made in the
following order: </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;A.&nbsp;&nbsp;&nbsp;&nbsp;</FONT><FONT
SIZE=2><I>Minimum Gain Chargeback</I></FONT><FONT SIZE=2>.&nbsp;&nbsp;&nbsp;&nbsp;Notwithstanding the provisions of Section&nbsp;6.1 of the Agreement or any other
provisions of this </FONT><FONT SIZE=2><I>Exhibit&nbsp;C</I></FONT><FONT SIZE=2>, if there is a net decrease in Partnership Minimum Gain during any Partnership Year, each Partner shall be specially
allocated items of Partnership income and gain for such year (and, if necessary, subsequent years) in an amount equal to such Partner's share of the net decrease in Partnership Minimum Gain, as
determined under Regulations Section&nbsp;1.704-2(g). Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each
Partner pursuant thereto. The items to be so allocated shall be determined in accordance with Regulations Section&nbsp;1.704-2(f)(6). This Section&nbsp;1.A is intended to comply with
the minimum gain chargeback requirements in Regulations Section&nbsp;1.704-2(f) and, for purposes of this Section&nbsp;1.A only, each Partner's Adjusted Capital Account Deficit shall
be determined prior to any other allocations pursuant to Section&nbsp;6.1 of this Agreement with respect to such Partnership Year and without regard to any decrease in Partner Minimum Gain during
such Partnership Year. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;B.&nbsp;&nbsp;&nbsp;&nbsp;</FONT><FONT
SIZE=2><I>Partner Minimum Gain Chargeback</I></FONT><FONT SIZE=2>.&nbsp;&nbsp;&nbsp;&nbsp;Notwithstanding any other provision of Section&nbsp;6.1 of this Agreement
or any other provisions of this </FONT><FONT SIZE=2><I>Exhibit&nbsp;C</I></FONT><FONT SIZE=2> (except Section&nbsp;1.A hereof), if there is a net decrease in Partner Minimum Gain attributable to
a Partner Nonrecourse Debt during any Partnership Year, each Partner who has a share of the Partner Minimum Gain attributable to such Partner Nonrecourse Debt, determined in accordance with
Regulations Section&nbsp;1.704-2(i)&nbsp;(5), shall be specially allocated items of Partnership income and gain for such year (and, if necessary, subsequent years) in an amount equal
to such Partner's share of the net decrease in Partner Minimum Gain attributable to such Partner Nonrecourse Debt, determined in accordance with Regulations
Section&nbsp;1.704-2(i)&nbsp;(5). Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Partner pursuant
thereto. The items to be so allocated shall be determined in accordance with Regulations Section&nbsp;1.704-2(i)&nbsp;(4). This Section&nbsp;1.B is intended to comply with the
minimum gain chargeback requirement in such Section of the Regulations and shall be
interpreted consistently therewith. Solely for purposes of this Section&nbsp;1.B, each Partner's Adjusted Capital Account Deficit shall be determined prior to any other allocations pursuant to
Section&nbsp;6.1 of the Agreement or this Exhibit with respect to such Partnership Year, other than allocations pursuant to Section&nbsp;1.A hereof. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;C.&nbsp;&nbsp;&nbsp;&nbsp;</FONT><FONT
SIZE=2><I>Qualified Income Offset.</I></FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;In the event any Partner unexpectedly receives any adjustments, allocations or
distributions described in Regulations Sections 1.704-l(b)(2)(ii)(d)(4), 1.704-l(b)(2)(ii)(d)(5), or 1.704-l(b)(2)(ii)(d)(6), and after giving effect to the
allocations required under Sections 1.A and 1.B hereof with respect to such Partnership Year, such Partner has an Adjusted Capital Account Deficit, items of Partnership income and gain (consisting of
a pro rata portion of each item of Partnership income, including gross income and gain for the Partnership Year) shall be specially allocated to such Partner in an amount and manner sufficient to
eliminate, to the extent required by the Regulations, its Adjusted Capital Account Deficit created by such adjustments, allocations or distributions as quickly as possible. This Section&nbsp;1.C is
intended to constitute a "qualified income offset" under Regulations Section&nbsp;1.704-l(b)(2)(ii)(d) and shall be interpreted consistently therewith. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;D.&nbsp;&nbsp;&nbsp;&nbsp;</FONT><FONT
SIZE=2><I>Gross Income Allocation.</I></FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;In the event that any Partner has an Adjusted Capital Account Deficit at the end of
any Partnership Year (after taking into account allocations to be made under the preceding paragraphs hereof with respect to such Partnership Year), each such Partner shall be specially allocated
items of Partnership income and gain (consisting of a pro rata portion of each item of Partnership income, including gross income and gain for the Partnership Year) in an amount and </FONT></P>

<P ALIGN="CENTER"><FONT SIZE=2>68</FONT></P>

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<P><FONT SIZE=2>
manner sufficient to eliminate, to the extent required by the Regulations, its Adjusted Capital Account Deficit. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;E.&nbsp;&nbsp;&nbsp;&nbsp;</FONT><FONT
SIZE=2><I>Nonrecourse Deductions.</I></FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;Nonrecourse Deductions for any Partnership Year shall be allocated to the Partners in
accordance with their respective Percentage Interests. If the General Partner determines in its good faith discretion that the Partnership's Nonrecourse Deductions must be allocated in a different
ratio to satisfy the safe harbor requirements of the Regulations promulgated under Section&nbsp;704(b) of the Code, the General Partner is authorized, upon notice to the Limited Partners, to revise
the prescribed ratio for such Partnership Year to the numerically closest ratio which would satisfy such requirements. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;F.&nbsp;&nbsp;&nbsp;&nbsp;</FONT><FONT
SIZE=2><I>Partner Nonrecourse Deductions.</I></FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;Any Partner Nonrecourse Deductions for any Partnership Year shall be
specially allocated to the Partner who bears the economic risk of loss with respect to the Partner Nonrecourse Debt to which such Partner Nonrecourse Deductions are attributable in accordance with
Regulations Sections 1.704-2(b)(4) and 1.704-2(i). </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;G.&nbsp;&nbsp;&nbsp;&nbsp;</FONT><FONT
SIZE=2><I>Code Section&nbsp;754 Adjustments.</I></FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;To the extent an adjustment to the adjusted tax basis of any Partnership
asset pursuant to Section&nbsp;734(b) or 743(b) of the Code is required, pursuant to Regulations Section&nbsp;1.704-l(b)(2)(iv)(m), to be taken into account in determining Capital
Accounts, the amount of such adjustment to the Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such
basis), and such item of gain or loss
shall be specially allocated to the Partners in a manner consistent with the manner in which their Capital Accounts are required to be adjusted pursuant to such Section of the Regulations. </FONT></P>

<DL compact>
<DT style='margin-bottom:-11pt;'><FONT SIZE=2>2.</FONT></DT><DD><FONT SIZE=2><I>Allocations for Tax Purposes</I></FONT></DD></DL>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;A.
Except as otherwise provided in this Section&nbsp;2, for federal income tax purposes, each item of income, gain, loss and deduction shall be allocated among the Partners in the same
manner as its correlative item of "book" income, gain, loss or deduction is allocated pursuant to Section&nbsp;6.1 of the Agreement and Section&nbsp;1 of this </FONT> <FONT SIZE=2><I>Exhibit&nbsp;C</I></FONT><FONT SIZE=2>. </FONT></P>


<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;B.
In an attempt to eliminate Book-Tax Disparities attributable to a Contributed Property or Adjusted Property, items of income, gain, loss, and deduction shall be allocated
for federal income tax purposes among the Partners as follows: </FONT></P>

<UL>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)
(1)In the case of a Contributed Property, such items attributable thereto shall be allocated among the Partners consistent with the principles of Section&nbsp;704(c) of the Code to
take into account the variation between the 704(c) Value of such property and its adjusted basis at the time of contribution (taking into account Section&nbsp;2.C of this </FONT> <FONT SIZE=2><I>Exhibit&nbsp;C</I></FONT><FONT SIZE=2>); and
</FONT></P>


<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)
any item of Residual Gain or Residual Loss attributable to a Contributed Property shall be allocated among the Partners in the same manner as its correlative item of "book" gain or
loss is allocated pursuant to Section&nbsp;6.1 of the Agreement and Section&nbsp;1 of this </FONT><FONT SIZE=2><I>Exhibit&nbsp;C</I></FONT><FONT SIZE=2>. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(d)
(2)In the case of an Adjusted Property, such items shall </FONT></P>

<UL>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i)
first, be allocated among the Partners in a manner consistent with the principles of Section&nbsp;704(c) of the Code to take into account the Unrealized Gain or Unrealized Loss
attributable to such property and the allocations thereof pursuant to </FONT><FONT SIZE=2><I>Exhibit&nbsp;B</I></FONT><FONT SIZE=2>; </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(ii)
second, in the event such property was originally a Contributed Property, be allocated among the Partners in a manner consistent with Section&nbsp;2.B(1) of this </FONT> <FONT SIZE=2><I>Exhibit&nbsp;C</I></FONT><FONT SIZE=2>; and </FONT></P>

</UL>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(d)
any item of Residual Gain or Residual Loss attributable to an Adjusted Property shall be allocated among the Partners in the same manner its correlative item of "book" gain or loss
is allocated pursuant to Section&nbsp;6.1 of the Agreement and Section&nbsp;1 of this </FONT><FONT SIZE=2><I>Exhibit&nbsp;C</I></FONT><FONT SIZE=2>. </FONT></P>

</UL>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;C.
To the extent Regulations promulgated pursuant to Section&nbsp;704(c) of the Code permit a Partnership to utilize alternative methods to eliminate the disparities between the
Carrying Value of property and its adjusted basis, the General Partner shall, subject to the following, have the authority to elect the method to be used by the Partnership and such election shall be
binding on all Partners. With respect to the Contributed Properties transferred to the Partnership in connection with the Consolidation, the Partnership shall elect to use the "traditional method" set
forth in Regulations Section&nbsp;1.704-3(b). </FONT></P>

<P ALIGN="CENTER"><FONT SIZE=2>69</FONT></P>

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<P ALIGN="CENTER"><FONT SIZE=2><A
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<A NAME="toc_ku8784_1"> </A>
<BR></FONT><FONT SIZE=2><B>EXHIBIT D<BR>  NOTICE OF REDEMPTION    <BR>  </B></FONT></P>


<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The undersigned hereby irrevocably (i)&nbsp;tenders for redemption&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Partnership Units in SL Green Operating
Partnership, L.P. in accordance with
the terms of the First Amended and Restated Agreement of Limited Partnership of SL Green Operating Partnership, L.P., as amended, and the Redemption Right referred to therein, (ii)&nbsp;surrenders
such Partnership Units and all right, title and interest therein and (iii)&nbsp;directs that the Cash Amount or Shares Amount (as determined by the General Partner) deliverable upon exercise of the
Redemption Right be delivered to the address specified below, and if Shares are to be delivered, such Shares be registered or placed in the name(s) and at the address(es) specified below. The
undersigned hereby represents, warrants, and certifies that the undersigned (a)&nbsp;has marketable and unencumbered title to such Partnership Units, free and clear of the rights of or interests of
any other person or entity, (b)&nbsp;has the full right, power and authority to redeem and surrender such Partnership Units as provided herein and (c)&nbsp;has obtained the consent or approval of
all persons or entities, if any, having the right to consult or approve such redemption and surrender. </FONT></P>

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<TR VALIGN="TOP">
<TD WIDTH="49%"><FONT SIZE=2>Dated: <U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U></FONT></TD>
<TD WIDTH="3%"><FONT SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH="49%"><FONT SIZE=2>Name of Limited Partner: <U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U></FONT></TD>
</TR>
<TR VALIGN="TOP">
<TD WIDTH="49%"><FONT SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH="3%"><FONT SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH="49%"><FONT SIZE=2>&nbsp;</FONT></TD>
</TR>
<TR VALIGN="TOP">
<TD WIDTH="49%"><FONT SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH="3%"><FONT SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH="49%"><FONT SIZE=2>&nbsp;</FONT></TD>
</TR>
<TR VALIGN="TOP">
<TD WIDTH="49%"><FONT SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH="3%"><FONT SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH="49%"><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(Signature of Limited Partner)</FONT></TD>
</TR>
<TR VALIGN="TOP">
<TD WIDTH="49%"><FONT SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH="3%"><FONT SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH="49%"><FONT SIZE=2>&nbsp;</FONT></TD>
</TR>
<TR VALIGN="TOP">
<TD WIDTH="49%"><FONT SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH="3%"><FONT SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH="49%"><FONT SIZE=2>&nbsp;</FONT></TD>
</TR>
<TR VALIGN="TOP">
<TD WIDTH="49%"><FONT SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH="3%"><FONT SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH="49%"><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(Street Address)</FONT></TD>
</TR>
</TABLE>
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<P><FONT SIZE=2><B>If Shares are to be issued, issue to:  </B></FONT></P>

<P><FONT SIZE=2>Name:
</FONT></P>

<P><FONT SIZE=2>Please
insert social security or identifying number: </FONT></P>

<P ALIGN="CENTER"><FONT SIZE=2>70</FONT></P>

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NAME="page_kw8784_1_71"> </A> </FONT></P>

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<P ALIGN="CENTER"><FONT SIZE=2><A
NAME="kw8784_exhibit_e_value_of_contributed_property"> </A>
<A NAME="toc_kw8784_1"> </A>
<BR></FONT><FONT SIZE=2><B>EXHIBIT E<BR>  VALUE OF CONTRIBUTED PROPERTY    <BR>  </B></FONT></P>

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<TABLE WIDTH="100%" BORDER=0 CELLSPACING=0 CELLPADDING=0>
<TR VALIGN="BOTTOM">
<TH WIDTH="75%" ALIGN="LEFT"><FONT SIZE=1><B>Underlying Property<BR> </B></FONT><HR NOSHADE></TH>
<TH WIDTH="3%"><FONT SIZE=1>&nbsp;</FONT></TH>
<TH WIDTH="10%" ALIGN="CENTER"><FONT SIZE=1><B>704(c) Value</B></FONT><HR NOSHADE></TH>
<TH WIDTH="3%"><FONT SIZE=1>&nbsp;</FONT></TH>
<TH WIDTH="10%" ALIGN="CENTER"><FONT SIZE=1><B>Agreed Value</B></FONT><HR NOSHADE></TH>
</TR>
<TR VALIGN="BOTTOM">
<TD WIDTH="75%"><FONT SIZE=2>36 West 44th Street<BR>
(mortgage indebtedness)</FONT></TD>
<TD WIDTH="3%"><FONT SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH="10%"><FONT SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH="3%"><FONT SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH="10%"><FONT SIZE=2>&nbsp;</FONT></TD>
</TR>
<TR VALIGN="BOTTOM">
<TD WIDTH="75%"><FONT SIZE=2><BR>
470 Park Avenue South<BR>
(fee simple)</FONT></TD>
<TD WIDTH="3%"><FONT SIZE=2><BR>&nbsp;</FONT></TD>
<TD WIDTH="10%"><FONT SIZE=2><BR>
&nbsp;</FONT></TD>
<TD WIDTH="3%"><FONT SIZE=2><BR>&nbsp;</FONT></TD>
<TD WIDTH="10%"><FONT SIZE=2><BR>
&nbsp;</FONT></TD>
</TR>
<TR VALIGN="BOTTOM">
<TD WIDTH="75%"><FONT SIZE=2><BR>
673 First Avenue<BR>
(K interest in net leasehold)</FONT></TD>
<TD WIDTH="3%"><FONT SIZE=2><BR>&nbsp;</FONT></TD>
<TD WIDTH="10%"><FONT SIZE=2><BR>
&nbsp;</FONT></TD>
<TD WIDTH="3%"><FONT SIZE=2><BR>&nbsp;</FONT></TD>
<TD WIDTH="10%"><FONT SIZE=2><BR>
&nbsp;</FONT></TD>
</TR>
<TR VALIGN="BOTTOM">
<TD WIDTH="75%"><FONT SIZE=2><BR>
29 West 35th Street<BR>
(fee simple)</FONT></TD>
<TD WIDTH="3%"><FONT SIZE=2><BR>&nbsp;</FONT></TD>
<TD WIDTH="10%"><FONT SIZE=2><BR>
&nbsp;</FONT></TD>
<TD WIDTH="3%"><FONT SIZE=2><BR>&nbsp;</FONT></TD>
<TD WIDTH="10%"><FONT SIZE=2><BR>
&nbsp;</FONT></TD>
</TR>
<TR VALIGN="BOTTOM">
<TD WIDTH="75%"><FONT SIZE=2><BR>
1414 Avenue of the Americas<BR>
(fee simple)</FONT></TD>
<TD WIDTH="3%"><FONT SIZE=2><BR>&nbsp;</FONT></TD>
<TD WIDTH="10%"><FONT SIZE=2><BR>
&nbsp;</FONT></TD>
<TD WIDTH="3%"><FONT SIZE=2><BR>&nbsp;</FONT></TD>
<TD WIDTH="10%"><FONT SIZE=2><BR>
&nbsp;</FONT></TD>
</TR>
<TR VALIGN="BOTTOM">
<TD WIDTH="75%"><FONT SIZE=2><BR>
70 West 36th Street<BR>
(fee simple)</FONT></TD>
<TD WIDTH="3%"><FONT SIZE=2><BR>&nbsp;</FONT></TD>
<TD WIDTH="10%"><FONT SIZE=2><BR>
&nbsp;</FONT></TD>
<TD WIDTH="3%"><FONT SIZE=2><BR>&nbsp;</FONT></TD>
<TD WIDTH="10%"><FONT SIZE=2><BR>
&nbsp;</FONT></TD>
</TR>
<TR VALIGN="BOTTOM">
<TD WIDTH="75%"><FONT SIZE=2><BR>
Emerald City Construction Corp.<BR>
(100% of non-voting common stock)</FONT></TD>
<TD WIDTH="3%"><FONT SIZE=2><BR>&nbsp;</FONT></TD>
<TD WIDTH="10%"><FONT SIZE=2><BR>
&nbsp;</FONT></TD>
<TD WIDTH="3%"><FONT SIZE=2><BR>&nbsp;</FONT></TD>
<TD WIDTH="10%"><FONT SIZE=2><BR>
&nbsp;</FONT></TD>
</TR>
<TR VALIGN="BOTTOM">
<TD WIDTH="75%"><FONT SIZE=2><BR>
S.L. Green Management Corp.<BR>
(100% of non-voting common stock)</FONT></TD>
<TD WIDTH="3%"><FONT SIZE=2><BR>&nbsp;</FONT></TD>
<TD WIDTH="10%"><FONT SIZE=2><BR>
&nbsp;</FONT></TD>
<TD WIDTH="3%"><FONT SIZE=2><BR>&nbsp;</FONT></TD>
<TD WIDTH="10%"><FONT SIZE=2><BR>
&nbsp;</FONT></TD>
</TR>
<TR VALIGN="BOTTOM">
<TD WIDTH="75%"><FONT SIZE=2><BR>
S .L. Green Leasing, Inc.<BR>
(100% of non-voting common stock)</FONT></TD>
<TD WIDTH="3%"><FONT SIZE=2><BR>&nbsp;</FONT></TD>
<TD WIDTH="10%"><FONT SIZE=2><BR>
&nbsp;</FONT></TD>
<TD WIDTH="3%"><FONT SIZE=2><BR>&nbsp;</FONT></TD>
<TD WIDTH="10%"><FONT SIZE=2><BR>
&nbsp;</FONT></TD>
</TR>
</TABLE>
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<P ALIGN="CENTER"><FONT SIZE=2>71</FONT></P>

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<BR>
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<FONT SIZE=2><A HREF="#toc_ka8784_1">FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF SL GREEN OPERATING PARTNERSHIP, L.P.</A></FONT><BR>
<FONT SIZE=2><A HREF="#toc_ka8784_2">TABLE OF CONTENTS</A></FONT><BR>
<!-- TOC_BEGIN -->
<FONT SIZE=2><A HREF="#toc_kb8784_1">EXHIBIT A PARTNERS AND PARTNERSHIP INTERESTS</A></FONT><BR>
<FONT SIZE=2><A HREF="#toc_kb8784_2">EXHIBIT B CAPITAL ACCOUNT MAINTENANCE</A></FONT><BR>
<FONT SIZE=2><A HREF="#toc_kb8784_3">EXHIBIT C SPECIAL ALLOCATION RULES</A></FONT><BR>
<FONT SIZE=2><A HREF="#toc_kb8784_4">EXHIBIT D NOTICE OF REDEMPTION</A></FONT><BR>
<FONT SIZE=2><A HREF="#toc_kb8784_5">EXHIBIT E VALUE OF CONTRIBUTED PROPERTY</A></FONT><BR>
<!-- TOC_BEGIN -->
<FONT SIZE=2><A HREF="#toc_kc8784_1">FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF SL GREEN OPERATING PARTNERSHIP, L.P.</A></FONT><BR>
<FONT SIZE=2><A HREF="#toc_kc8784_2">ARTICLE I. DEFINED TERMS</A></FONT><BR>
<!-- TOC_BEGIN -->
<FONT SIZE=2><A HREF="#toc_kd8784_1">ARTICLE II. ORGANIZATIONAL MATTERS</A></FONT><BR>
<FONT SIZE=2><A HREF="#toc_kd8784_2">ARTICLE III. PURPOSE</A></FONT><BR>
<FONT SIZE=2><A HREF="#toc_kd8784_3">ARTICLE IV. CAPITAL CONTRIBUTIONS AND ISSUANCES OF PARTNERSHIP INTERESTS</A></FONT><BR>
<FONT SIZE=2><A HREF="#toc_kd8784_4">ARTICLE V. DISTRIBUTIONS</A></FONT><BR>
<FONT SIZE=2><A HREF="#toc_kd8784_5">ARTICLE VI. ALLOCATIONS</A></FONT><BR>
<FONT SIZE=2><A HREF="#toc_kd8784_6">ARTICLE VII. MANAGEMENT AND OPERATIONS OF BUSINESS</A></FONT><BR>
<!-- TOC_BEGIN -->
<FONT SIZE=2><A HREF="#toc_kg8784_1">ARTICLE VIII. RIGHTS AND OBLIGATIONS OF LIMITED PARTNERS</A></FONT><BR>
<FONT SIZE=2><A HREF="#toc_kg8784_2">ARTICLE IX. BOOKS, RECORDS, ACCOUNTING AND REPORTS</A></FONT><BR>
<FONT SIZE=2><A HREF="#toc_kg8784_3">ARTICLE X. TAX MATTERS</A></FONT><BR>

<!-- TOC_BEGIN -->
<FONT SIZE=2><A HREF="#toc_ki8784_1">ARTICLE XI. TRANSFERS AND WITHDRAWALS</A></FONT><BR>
<FONT SIZE=2><A HREF="#toc_ki8784_2">ARTICLE XII. ADMISSION OF PARTNERS</A></FONT><BR>
<FONT SIZE=2><A HREF="#toc_ki8784_3">ARTICLE XIII. DISSOLUTION AND LIQUIDATION</A></FONT><BR>
<!-- TOC_BEGIN -->
<FONT SIZE=2><A HREF="#toc_kk8784_1">ARTICLE XIV. AMENDMENT OF PARTNERSHIP AGREEMENT; MEETINGS</A></FONT><BR>
<FONT SIZE=2><A HREF="#toc_kk8784_2">ARTICLE XV. GENERAL PROVISIONS</A></FONT><BR>

<!-- TOC_BEGIN -->
<FONT SIZE=2><A HREF="#toc_ko8784_1">EXHIBIT A PARTNERS AND PARTNERSHIP INTERESTS</A></FONT><BR>

<!-- TOC_BEGIN -->
<FONT SIZE=2><A HREF="#toc_kq8784_1">EXHIBIT B CAPITAL ACCOUNT MAINTENANCE</A></FONT><BR>
<!-- TOC_BEGIN -->
<FONT SIZE=2><A HREF="#toc_ks8784_1">EXHIBIT C SPECIAL ALLOCATION RULES</A></FONT><BR>
<!-- TOC_BEGIN -->
<FONT SIZE=2><A HREF="#toc_ku8784_1">EXHIBIT D NOTICE OF REDEMPTION</A></FONT><BR>
<!-- TOC_BEGIN -->
<FONT SIZE=2><A HREF="#toc_kw8784_1">EXHIBIT E VALUE OF CONTRIBUTED PROPERTY</A></FONT><BR>

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<DESCRIPTION>EXHIBIT 10.2
<TEXT>
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<P ALIGN="RIGHT"><FONT SIZE=2><B>Exhibit 10.2  </B></FONT></P>

<P ALIGN="CENTER"><FONT SIZE=2><A
NAME="la8784_first_amendment_to_the_first_a__fir05093"> </A>
<A NAME="toc_la8784_1"> </A>
<BR></FONT><FONT SIZE=2><B>First Amendment to the<BR>  <BR>    First Amended and Restated Agreement<BR>  <BR>    of Limited Partnership<BR>  <BR>    Of<BR>  <BR>    SL Green Operating Limited Partnership, L.P.    <BR>  </B></FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;This Amendment is made as of May&nbsp;14, 1998 by and among SL Green Realty Corp., a Maryland Corporation, as managing general partner (the "Company" or the
"Managing General Partner") of SL Green Operating Limited Partnership, L.P, a Delaware limited partnership (the "Partnership"), and as attorney-in-fact for the Persons named on
Exhibit&nbsp;A to the Agreement of Limited Partnership of SL Green Operating Limited Partnership, dated as of August&nbsp;20, 1997 (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. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;WHEREAS,
the Board of Directors of the Company (the "Board"), by Unanimous Consent of the Trustees dated May&nbsp;11,1998 and by action of the Pricing Committee of the Board pursuant
to delegated authority on May&nbsp;12, 1998, classified and designated 4,600,000 shares of Preferred Stock (as defined in the Articles of Incorporation of the Company (the "Charter")) as
Series&nbsp;A Preferred Stock (as defined below); </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;WHEREAS,
the Board filed Articles Supplementary to the Charter (the "Articles Supplementary") with the State Department of Assessments and Taxation of Maryland on May&nbsp;14, 1998,
establishing the series of preferred stock, designated Series&nbsp;A Preferred Stock; </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;WHEREAS,
on May&nbsp;12,1998, the Company issued 4,600,000 shares of the Series&nbsp;A Preferred Stock; </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;WHEREAS,
the Managing General Partner has determined that, in connection with the issuance of the Series&nbsp;A Preferred Stock, it is necessary and desirable to amend the Partnership
Agreement to create additional Partnership Units having designations, preferences and other rights which are substantially the same as the economic rights of the Series&nbsp;A Preferred Stock. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;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: </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;1.&nbsp;Article&nbsp;1
of the Partnership Agreement is hereby amended by adding the following definitions: </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;"Series&nbsp;A
Preferred "means the 8.0% Series&nbsp;A Convertible, Cumulative Preferred Stock of the Company, with the preferences, conversion and other rights, voting powers,
restrictions, limitations as to distributions, qualifications and terms and conditions of redemption of shares as described in the Articles Supplementary; and </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;"Series&nbsp;A
Preferred Units" means the series of Partnership Units representing units of Limited Partnership Interest designated as the 8.0% Series&nbsp;A Convertible, Cumulative
Preferred Units with the preferences, conversion and other rights, voting powers, restrictions, limitations as to distributions, qualifications and terms and conditions of redemption of units as
described herein; and </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;2.&nbsp;In
accordance with Section&nbsp;4.2.A of the Partnership Agreement, set forth below are the terms and conditions of the Series&nbsp;A Preferred Units hereby established and
issued to the Company in </FONT></P>

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<P><FONT SIZE=2>
consideration of the Company's contribution to the Partnership of the net proceeds following the issuance and sale of the Series&nbsp;A Preferred by the Company: </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;A.</FONT><FONT
SIZE=2><I>&nbsp;&nbsp;&nbsp;&nbsp;Designation and Number.</I></FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;A series of Partnership Units, designated as Series&nbsp;A Preferred Units, is
hereby established. The number of Series&nbsp;A Preferred Units shall be 4,600,000. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;B.</FONT><FONT
SIZE=2><I>&nbsp;&nbsp;&nbsp;&nbsp;Rank.</I></FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;The Series&nbsp;A Preferred Units shall, with respect to distribution rights and rights upon
voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Partnership, rank (a)&nbsp;senior to
the Class&nbsp;A Units, Class&nbsp;B Units and all Partnership Interests ranking junior to the Series&nbsp;A Preferred Units; (b)&nbsp;on a parity with all other Partnership Interests issued
by the Partnership the terms of which specifically provide that such Partnership Interests rank on a parity with the Series&nbsp;A Preferred Units; and (c)&nbsp;junior to all Partnership Interests
issued by the Partnership the terms of which specifically provide that such Partnership Interests rank senior to the Series&nbsp;A Preferred Units. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;C.</FONT><FONT
SIZE=2><I>&nbsp;&nbsp;&nbsp;&nbsp;Distributions.</I></FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;</FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i)&nbsp;Pursuant
to Section&nbsp;5.1 of the Partnership Agreement, holders of Series&nbsp;A Preferred Units shall be entitled to receive, out of Available Cash, cumulative
preferential cash distributions equal to the greater of (i)&nbsp;8.0% of the $25.00 liquidation preference per annum (equivalent to a fixed annual amount of $2.00 per unit) or (ii)&nbsp;the cash
dividends paid or payable (determined on each of the Series&nbsp;A Preferred Unit Distribution Payment Dates referred to below) on the number of shares of Common Stock equal to the number of shares
of Common Stock (or portion thereof) into which a share of Series&nbsp;A Preferred is convertible. Distributions on the Series&nbsp;A Preferred Units shall be payable quarterly and be cumulative
from the fifteenth day of each January, April, July, and October or, if not a business day, the next succeeding business day (each, a "Series&nbsp;A Preferred Unit Distribution Payment Date"). Any
distribution (including the initial distribution) payable on the Series&nbsp;A Preferred Units for any partial distribution period shall be prorated and computed on the basis of a
360-day year consisting of twelve 30-day months. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(ii)&nbsp;No
distribution on the Series&nbsp;A Preferred Units shall be authorized by the Board or paid or set apart for payment by the partnership at such time as the terms and
provisions of any agreement of the Partnership, including any agreement relating to its indebtedness, prohibits such authorization, payment or setting apart for payment or provides that such
authorization, payment or setting apart for payment would constitute a breach thereof, or a default thereunder, or if such authorization or payment shall be restricted or prohibited by law. No
interest, or sum of money in lieu of interest, shall be payable in respect of any distribution payment or payments on the Series&nbsp;A Preferred Units which may be in arrears. </FONT></P>


<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Notwithstanding
the foregoing, distributions with respect to the Series&nbsp;A Preferred Units shall accumulate whether or not any of the foregoing restrictions exist, whether or not
there is sufficient Available Cash for the payment thereof and whether or not such distributions are authorized. Accumulated but unpaid distributions on Series&nbsp;A Preferred Units shall not bear
interest and holders of the Series&nbsp;A Preferred Units shall not be entitled to any distributions in excess of full cumulative distributions. Any distribution payment made on the Series&nbsp;A
Preferred Units shall first be credited against the earliest accumulated but unpaid distribution due with respect to such units which remains payable. </FONT></P>


<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(iii)&nbsp;Except
as provided in subsection 2.C.(iv), if any Series&nbsp;A Preferred Units are outstanding, no distributions (other than in Partnership Interests ranking senior to
the Series&nbsp;A Preferred Units as to distributions and upon liquidation, dissolution or winding up of the affairs of the Partnership) shall be declared or paid or set apart for payment nor shall
any other distribution be declared or made upon
the Class&nbsp;A Units, the Class&nbsp;B Units, or any other Partnership Interests ranking junior to or on a parity with the Series&nbsp;A Preferred Units as to distributions or upon
liquidation, dissolution or winding up of </FONT></P>

<P ALIGN="CENTER"><FONT SIZE=2>2</FONT></P>

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<P><FONT SIZE=2>
the affairs of the Partnership for any period unless full cumulative distributions have been or contemporaneously are declared and paid or declared and a sum sufficient for the payment thereof set
apart for such payment on the Series&nbsp;A Preferred Units for all past distribution periods and the then current distribution period, nor shall any Class&nbsp;A Units, Class&nbsp;B Units, or
any other Partnership Interests ranking junior to or on a parity with the Series&nbsp;A Preferred Units as to distributions or upon liquidation, dissolution or winding up of the affairs of the
Partnership, be redeemed, purchased or otherwise acquired for any consideration (or any moneys be paid to or made available for a sinking fund for the redemption of any such Partnership Interests) by
the Partnership (except by conversion into or exchange for Partnership Interests ranking junior to the Series&nbsp;A Preferred Units as to distributions and upon liquidation, dissolution or winding
up of the affairs of the Partnership). </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(iv)&nbsp;When
distributions are not paid in full (or a sum sufficient for such full payment is not so set apart) upon the Series&nbsp;A Preferred Units and any other Partnership
Interests ranking on a parity as to distributions with the Series&nbsp;A Preferred Units, all distributions declared upon the Series&nbsp;A Preferred Units and any other Partnership Interests
ranking on a parity as to distributions with the Series&nbsp;A Preferred Units shall be declared pro rata so that the amount of distributions declared per unit of Series&nbsp;A Preferred Units and
such other Partnership Interests shall in all cases bear to each other the same ratio that accumulated distributions per unit on the Series&nbsp;A Preferred Units and such other Partnership
Interests (which shall not include any accumulation in respect of unpaid distributions for prior distribution periods if such other Partnership Interests do not have a cumulative distribution) bear to
each other. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(v)&nbsp;Holders
of Series&nbsp;A Preferred Units shall not be entitled to any distribution, whether payable in cash, property or Partnership Interests, in excess of full cumulative
distributions on the Series&nbsp;A Preferred Units as described above. Accumulated but unpaid distributions on the Series&nbsp;A Preferred Units will accumulate as of the Series&nbsp;A Preferred
Units Distribution Payment Date on which they first become payable. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;D.</FONT><FONT
SIZE=2><I>&nbsp;&nbsp;&nbsp;&nbsp;Allocations.</I></FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;</FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Allocations
of the Partnership's items of income, gain, loss and deduction shall be allocated among holders of Series&nbsp;A Preferred Units in accordance with Article&nbsp;VI of the
Partnership Agreement. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;E.</FONT><FONT
SIZE=2><I>&nbsp;&nbsp;&nbsp;&nbsp;Liquidation Preference.</I></FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;</FONT></P>


<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i)&nbsp;In
the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Partnership, the holders of the Series&nbsp;A Preferred Units shall
be entitled to receive out of the assets
of the Partnership available for distribution to the Partners pursuant to Section&nbsp;13.2.A of the Partnership Agreement a liquidation preference of $25.00 per Series&nbsp;A Preferred Unit, plus
an amount equal to any accumulated and unpaid distributions to the date of payment, before any distribution of assets is made to holders of Class&nbsp;A Units, Class&nbsp;B Units or any other
Partnership Interests that rank junior to the Series&nbsp;A Preferred Units as to liquidation rights. </FONT></P>


<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(ii)&nbsp;If
upon any such voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Partnership, the assets of the Partnership are insufficient to make
such full payment to holders of the Series&nbsp;A Preferred Units and the corresponding amounts payable on all other Partnership Interests ranking on a parity with the Series&nbsp;A Preferred
Units in the distribution of assets, then the holders of such Partnership Interests shall share ratably in any such distribution of assets in proportion to the full liquidating distributions to which
they would otherwise be respectively entitled. </FONT></P>


<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(iii)&nbsp;After
payment of the full amount of the liquidating distributions to which they are entitled, the holders of Series&nbsp;A Preferred Units shall have no right or claim to
any of the remaining assets of the Partnership. </FONT></P>

<P ALIGN="CENTER"><FONT SIZE=2>3</FONT></P>

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<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(iv)&nbsp;None
of a consolidation or merger of the Partnership with or into another entity, merger of another entity with or into the Partnership, a statutory unit exchange by the
Partnership or a sale, lease or conveyance of all or substantially all of the Partnership's property or business shall be considered a liquidation, dissolution or winding up of the affairs of the
Partnership. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;F.</FONT><FONT
SIZE=2><I>&nbsp;&nbsp;&nbsp;&nbsp;Redemption.</I></FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;</FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In
connection with redemption by the Company of any of its Series&nbsp;A Preferred Shares in accordance with the provisions of the Articles Supplementary, the Partnership shall provide
cash to the Company for such purpose which shall be equal to the redemption price (as set forth in the Articles Supplementary) and one Series&nbsp;A Preferred Unit shall be canceled with respect to
each Series&nbsp;A Preferred Share so redeemed by the Company. From and after the Series&nbsp;A Preferred Share Redemption Date (as defined in the Articles Supplementary), the Series&nbsp;A
Preferred Units so canceled shall no longer be outstanding and all rights hereunder, to distributions or otherwise, with respect to such Series&nbsp;A Preferred Units shall cease. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;G.</FONT><FONT
SIZE=2><I>&nbsp;&nbsp;&nbsp;&nbsp;Conversion.</I></FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;</FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In
connection with conversion into shares of Common Stock, $.01 par value per share of the Company ("Common Stock") of any Series&nbsp;A Preferred Shares in accordance with the
provisions of the Articles Supplementary, the Partnership shall (i)&nbsp;issue to the Company a number of Class&nbsp;A Units equal to the number of Common Shares issued by the Company upon such
conversion; and (ii)&nbsp;provide cash to the Company, if necessary, in an amount equal to the amount of cash paid by the Company upon conversion of any Series&nbsp;A Preferred Shares which would
otherwise result in the issuance of fractional Common Shares. One Series&nbsp;A Preferred Unit, or any fraction thereof, shall be canceled with respect to each Series&nbsp;A Preferred Share, or
any fraction thereof, so converted, and from and after such conversion, the Series&nbsp;A Preferred Units so canceled shall no longer be outstanding and all rights hereunder, to distributions or
otherwise, with respect to such Series&nbsp;A Preferred Units shall cease. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;3.&nbsp;Except
as modified herein, all terms and conditions of the Partnership Agreement shall remain in full force and effect, which terms and conditions the Managing General Partner
hereby ratifies and confirms. </FONT></P>

<P ALIGN="CENTER"><FONT SIZE=2>*&nbsp;&nbsp;&nbsp;&nbsp;*&nbsp;&nbsp;&nbsp;&nbsp;*&nbsp;&nbsp;&nbsp;&nbsp;*&nbsp;&nbsp;&nbsp;&nbsp;*
</FONT></P>

<P ALIGN="CENTER"><FONT SIZE=2>4</FONT></P>

<HR NOSHADE>
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<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;IN
WITNESS WHEREOF, the undersigned have executed this Amendment as of the date first set forth above. </FONT></P>

<!-- User-specified TAGGED TABLE -->
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<TD WIDTH="39%"><FONT SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH="3%"><FONT SIZE=2>&nbsp;</FONT></TD>
<TD COLSPAN=2><FONT SIZE=2>SL GREEN REALTY CORP.,<BR>
a Maryland corporation, as Managing General Partner of<BR>
SL Green Operating Limited Partnership and on behalf<BR>
of existing Limited Partners.</FONT></TD>
</TR>
<TR VALIGN="TOP">
<TD WIDTH="39%"><FONT SIZE=2><BR>
&nbsp;</FONT></TD>
<TD WIDTH="3%"><FONT SIZE=2><BR>&nbsp;</FONT></TD>
<TD WIDTH="4%"><FONT SIZE=2><BR>
By:</FONT></TD>
<TD WIDTH="54%"><BR><HR NOSHADE><FONT SIZE=2> Name:<BR>
Title:</FONT></TD>
</TR>
</TABLE>
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<P ALIGN="CENTER"><FONT SIZE=2>5</FONT></P>

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<BR>
<P><br><A NAME="02NYC8850_3">QuickLinks</A><br></P><!-- TOC_BEGIN -->
<FONT SIZE=2><A HREF="#toc_la8784_1">First Amendment to the First Amended and Restated Agreement of Limited Partnership Of SL Green Operating Limited Partnership, L.P.</A></FONT><BR>
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</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.3
<SEQUENCE>5
<FILENAME>a2091718zex-10_3.txt
<DESCRIPTION>EXHIBIT 10.3
<TEXT>
<Page>

================================================================================

                       NEW YORK STATE REALTY AND TERMINAL
                                     COMPANY

                                      WITH

                         WEBB & KNAPP, INC. AND GRAYSLER
                                   CORPORATION

                                   ----------

                           MODIFIED AGREEMENT OF LEASE
                               OF GRAYBAR BUILDING

                                   ----------

                            DATED, DECEMBER 30, 1957

                                   ----------

              AFFECTING PREMISES ON THE WESTERLY SIDE OF LEXINGTON
               AVENUE, 253 FEET 4 INCHES NORTHERLY OF 42nd STREET

================================================================================

Recorded in the office of the Register of the City of New York, New York County,
on December 31, 1957, in Liber 5024 of Conveyances, page 251.

<Page>

     MODIFIED AGREEMENT OF LEASE, made the 30th day of December, 1957, between
NEW YORK STATE REALTY AND TERMINAL COMPANY, a corporation of the State of
New York, having its principal office at 466 Lexington Avenue, Borough of
Manhattan, City of New York, hereinafter called the Lessor, party of the first
part, and WEBB & KNAPP, INC., a corporation of the State of Delaware, having an
office at 383 Madison Avenue, Borough of Manhattan, City of New York, and
GRAYSLER CORPORATION, a corporation of the State of New York, having its
principal office at 383 Madison Avenue, Borough of Manhattan, City of New York,
hereinafter collectively called the Lessee, parties of the second part;

     WHEREAS, by lease dated July 30, 1925, recorded in the office of the
Register of the County of New York on September 12, 1925, in Liber 3496 of
Conveyances, at page 183, the Lessor did lease unto Eastern Offices, Inc., and
Eastern Offices, Inc. did take and hire from the Lessor, the portion above
certain planes of that parcel of land in the Borough of Manhattan, City of New
York, situate on the westerly side of Lexington Avenue, distant 253 feet 4
inches northerly of 42nd Street, upon which the Graybar Building, hereinafter
called the Building, is now constructed, as more particularly described in said
lease, for a term to expire on November 1, 1946, with the right to two
additional terms of 21 years each, conditioned as provided in the lease, subject
to the exceptions and reservations, at the rentals and additional rentals and
upon the covenants, conditions, limitations and agreements in said lease
contained; and

     WHEREAS, by agreements dated respectively October 21, 1927, June 19, 1928,
and November 2, 1938, recorded in said Register's office respectively in Liber
3672 of Conveyances, at page 388, Liber 3901 of Mortgages, at page 228, and
Liber 4278 of Conveyances, at page 217, said lease was modified in certain
respects as by reference to

<Page>

                                        2

said agreements will more fully appear; and by agreement dated April 5, 1944,
and supplemental agreement dated April 12, 1944, recorded in the office of the
Register of the City of New York, in the County of New York, on May 26, 1944, in
Liber 4287 of Conveyances, at pages 208 and 195 respectively, said lease was
further modified and extended and renewed for the first renewal term of
twenty-one years to expire on October 31, 1967, as provided for in said lease
and upon the terms and conditions in said supplemental agreement contained; and
by agreement dated July 20, 1950, recorded in said Register's office on August
1, 1950, in Liber 5174 of Mortgages, at page 265, said lease was further
modified as by reference to said agreement will more fully appear; and by
Modified Agreement of Lease made as of January 1,1953, recorded in said
Register's office on October 9, 1953, in Liber 4854 of Conveyances, at page 307,
said lease was further modified and extended as by reference to said agreement
will more fully appear, said lease as modified and extended as aforesaid being
herein called the existing lease; and

     WHEREAS, Webb & Knapp, Inc. and Graysler Corporation have duly acquired by
mesne assignments undivided interests of 75% and 25%, respectively, in the
existing lease; and

     WHEREAS, the parties hereto desire to extend the current term of and to
modify the existing lease, as herein provided, and by this instrument to express
all the terms, rentals and additional rentals, covenants, conditions,
limitations, agreements, reservations, and exceptions in accordance with which
the premises hereinafter described shall be held by the Lessee from the Lessor
under lease, but nothing herein contained shall be deemed to constitute a
surrender of the leasehold estate granted by the existing lease; and

     WHEREAS, by instrument dated December 30, 1957, The New York Central
Railroad Company has modified and

<Page>

                                        3

extended the existing grant of term to the Lessor for a term ending June 30,
1976, with provision for one additional term of eleven years and seven months
ending January 31, 1988, and thereafter for two additional terms of twenty-one
years each, in the portion of the parcel of land hereinafter described which is
not excepted from this lease.

     NOW, THEREFORE, THIS AGREEMENT WITNESSETH:

     That the Lessor has agreed to let and hereby does let unto the Lessee, and
the Lessee has agreed to take and hereby does take and hire from the Lessor, for
the term, at the rentals and additional rentals, and upon the covenants,
conditions, limitations and agreements herein contained and with the exceptions
and reservations herein set forth, in the following respective undivided
interests, to wit, an undivided 75% interest as to Webb & Knapp, Inc. and an
undivided 25% interest as to Graysler Corporation, all that parcel of land
(including the Building thereon, and such fixtures and appurtenances in the
Building in which the Lessor has any title or interest) in the Borough of
Manhattan, City of New York, bounded and described as follows:

               BEGINNING at a point in the westerly line of Lexington Avenue
          distant 253 feet 4 inches northerly of the corner formed by the
          intersection of the northerly line of 42nd Street with the westerly
          line of Lexington Avenue, and running thence westerly parallel with
          the northerly line of 42nd Street 275 feet, more or less, to the
          easterly line of Depew Place as it formerly existed (now discontinued
          and closed); thence northerly parallel with the westerly line of
          Lexington Avenue, and along the easterly line of Depew Place as it
          formerly existed (now discontinued and closed), 248 feet 4 1/2 inches;
          thence easterly parallel with the northerly line of 42nd Street 275
          feet, more or less, to the westerly line of Lexington Avenue; thence
          southerly

<Page>

                                        4

          along the westerly line of Lexington Avenue 248 feet 4 1/2 inches,
          more or less, to the point or place of beginning.

     Excepting, however, from the above described parcel of land, all the
following portions thereof (the elevations hereinafter referred to and shown on
the plot plans hereto attached have reference to the datum plane of The New York
Central Railroad Company which takes for its elevation 0 feet 0 inches mean
highwater mark of the East River at the foot of East 26th Street):

     (a) ALL that portion of the parcel of land above described lying below an
inclined plane drawn at elevation 42.02 feet along the easterly side, and
elevation 44.04 feet along the westerly side, and intersecting the easterly,
westerly, northerly and southerly bounds of all that portion of the parcel of
land above described, bounded and described as follows:

               Beginning at a point in the westerly line of Lexington Avenue
          distant 315 feet 3 1/2 inches northerly of the corner formed by the
          intersection of the northerly line of 42nd Street with the westerly
          line of Lexington Avenue; thence westerly and parallel with the
          northerly line of 42nd Street 172 feet 0 1/2 of an inch; thence
          northerly and parallel with the westerly line of Lexington Avenue 39
          feet 2 inches; thence westerly and parallel with the northerly line of
          42nd Street 30 feet 7 inches; thence northerly and parallel with the
          westerly line of Lexington Avenue 147 feet 3 inches; thence easterly
          and parallel with the northerly line of 42nd Street 202 feet 7 1/2
          inches to the westerly line of Lexington Avenue; thence southerly
          along the westerly line of Lexington Avenue 186 feet 5 inches to the
          point or place of beginning.

               Said excepted portion of said parcel of land is shown as (a) on
          the plot plan hereto attached, dated December 10, 1957, entitled "Plot
          Plan No. 1 Showing Limits

<Page>

                                        5

          and Planes", and identified by the signature of F. H. Simpson, Chief
          Engineer of The New York Central Railroad Company.

     There is demised to the Lessee, however, the right to construct and
maintain a pipe space or gallery of an area of approximately 970 square feet,
extending below the plane of sub-division (a) above described and along the
easterly side thereof.

     (b) Also, all that portion of the parcel of land above described, lying
below an horizontal plane drawn at elevation 53.33 feet, and intersecting the
easterly, westerly, northerly and southerly bounds of all that portion of the
parcel of land above described, bounded and described as follows:

               Beginning at a point distant 355 feet 8 1/2 inches north of the
          northerly line of 42nd Street and distant 202 feet 7 1/2 inches west
          of the westerly line of Lexington Avenue; thence westerly and parallel
          with the northerly line of 42nd Street 6 feet 6 inches; thence
          northerly and parallel with the westerly line of Lexington Avenue 19
          feet 9 inches; thence westerly and parallel with the northerly line of
          42nd Street 37 feet 6 inches; thence southerly and parallel with the
          westerly line of Lexington Avenue 19 feet 3 inches; thence westerly
          and parallel with the northerly line of 42nd Street 28 feet 4 1/2
          inches; thence northerly and parallel with the westerly line of
          Lexington Avenue 145 feet 6 inches; thence easterly and parallel with
          the northerly line of 42nd Street 72 feet 4 1/2 inches; thence
          southerly and parallel with the westerly line of Lexington Avenue 146
          feet 0 inches, to the point or place of beginning.

               Said excepted portion of said parcel of land is shown as (b) on
          Plot Plan No. 1 above referred to, and hereto attached.

<Page>

                                        6

     (b-1) Also, all that portion of the parcel of land above described, lying
below an horizontal plane drawn at elevation 55.42 feet, and intersecting the
easterly, westerly, northerly and southerly bounds of all that portion of the
parcel of land above described, bounded and described as follows:

               Beginning at a point distant 315 feet 3 1/2 inches north of the
          northerly line of 42nd Street and 246 feet 7 1/2 inches west of the
          westerly line of Lexington Avenue; thence westerly and parallel with
          the northerly line of 42nd Street 28 feet 4 1/2 inches; thence
          northerly and parallel with the westerly line of Lexington Avenue 40
          feet 11 inches; thence easterly and parallel with the northerly line
          of 42nd Street 28 feet 4 1/2 inches; thence southerly and parallel
          with the westerly line of Lexington Avenue 40 feet 11 inches to the
          point or place of beginning.

               Said excepted portion of said parcel of land is shown as (b-1) on
          Plot Plan No. 1 above referred to, and hereto attached.

     (b-2) Also, all that portion of the parcel of land above described, lying
below an horizontal plane drawn at elevation 56.70 feet and intersecting the
easterly, westerly, northerly and southerly bounds of all that portion of the
parcel of land above described, bounded and described as follows:

               Beginning at a point distant 315 feet 3 1/2 inches north of the
          northerly line of 42nd Street and 202 feet 7 1/2 inches west of the
          westerly line of Lexington Avenue; thence westerly and parallel with
          the northerly line of 42nd Street 44 feet; thence northerly and
          parallel with the westerly line of Lexington Avenue 60 feet 2 inches;
          thence easterly and parallel with the northerly line of 42nd Street 37
          feet 6 inches; thence southerly and parallel with the westerly line of
          Lexington Avenue 19 feet 9 inches; thence easterly and

<Page>

                                        7

          parallel with the northerly line of 42nd Street 6 feet 6 inches;
          thence southerly and parallel with the westerly line of Lexington
          Avenue 40 feet 5 inches, to the point or place of beginning.

               Said excepted portion of said parcel of land is shown as (b-2) on
          Plot Plan No. 1 above referred to, and hereto attached.

     (b-3) Also, all that portion of the parcel of land above described, lying
below an horizontal plane drawn at elevation 56.63 feet and intersecting the
easterly, westerly, northerly and southerly bounds of all that portion of the
parcel of land above described, bounded and described as follows:

               Beginning at a point distant 315 feet 3 1/2 inches north of the
          northerly line of 42nd Street and 172 feet 0 1/2 of an inch west of
          the westerly line of Lexington Avenue; thence westerly and parallel
          with the northerly line of 42nd Street 30 feet 7 inches; thence
          northerly and parallel with the westerly line of Lexington Avenue 39
          feet 2 inches; thence easterly and parallel with the northerly line of
          42nd Street 30 feet 7 inches; thence southerly and parallel with the
          westerly line of Lexington Avenue 39 feet 2 inches to the point or
          place of beginning.

               Said excepted portion of said parcel of land is shown as (b-3) on
          Plot Plan No. 1 above referred to, and hereto attached.

     (c) Also, all that portion of the parcel of land above described, lying
below an horizontal plane drawn at elevation 77.75 feet and intersecting the
easterly, westerly, northerly and southerly bounds of all that portion of the
parcel of land above described, bounded and described as follows:

               Beginning at a point in the westerly line of Lexington Avenue
          distant 253 feet 4 inches north of the

<Page>

                                        8

          corner formed by the intersection of the northerly line of 42nd Street
          with the westerly line of Lexington Avenue; thence westerly and
          parallel with the northerly line of 42nd Street 93 feet 10 3/4 inches;
          thence northerly and parallel with the westerly line of Lexington
          Avenue 22 feet 3 inches; thence westerly and parallel with the
          northerly line of 42nd Street 181 feet 1 1/4 inches; thence northerly
          and parallel with the westerly line of Lexington Avenue 39 feet 8 1/2
          inches; thence easterly and parallel with the northerly line of 42nd
          Street 275 feet to the westerly line of Lexington Avenue; thence
          southerly along the westerly line of Lexington Avenue 61 feet 11 1/2
          inches to the point or place of beginning.

               Said excepted portion of said parcel of land is shown as (c) on
          Plot Plan No. 1 above referred to, and hereto attached.

     There is also excepted under sub-division (c) above, space used for a
stairway to the Subway station as provided for in Agreement dated January 20th,
1915, between the New York State Realty and Terminal Company, The New York
Central Railroad Company, The New York, New Haven and Hartford Railroad Company
and The City of New York, acting by the Public Service Commission for the First
District, the said stairway being known as Stairway No. 4 in said agreement,
which stairway is constructed as provided in said agreement and the use thereof
is subject to the provisions of said agreement.

     There is, however, demised to the Lessee the right to maintain as now
constructed, distributing girders and passage for fire stairs above the ceiling
of the passageway leading from Lexington Avenue to the Grand Central Terminal
building extending below the plane of sub-division (c) above described and also
the right to construct and maintain a pipe space or gallery of an area of
approximately 184 square feet under the passageway floor and

<Page>

                                        9

along the easterly side of parcel (c), and also the right to maintain and renew
the existing pipes and ducts above the ceiling of said passageway.

     (c-1) Also, all that portion of the parcel of land above described, lying
below an horizontal plane drawn at elevation 67.83 feet and intersecting the
easterly, westerly, northerly and southerly bounds of all that portion of the
parcel of land above described, bounded and described as follows:

               Beginning at a point distant 253 feet 4 inches north of the
          northerly line of 42nd Street and distant 107 feet 0 3/4 of an inch
          west of the westerly line of Lexington Avenue; thence westerly and
          parallel with the northerly line of 42nd Street 167 feet 11 1/4
          inches; thence northerly and parallel with the westerly line of
          Lexington Avenue 22 feet 3 inches; thence easterly and parallel with
          the northerly line of 42nd Street 181 feet 1 1/4 inches; thence
          southerly and parallel with the westerly line of Lexington Avenue 3
          feet 5 1/2 inches; thence westerly and parallel with the northerly
          line of 42nd Street 13 feet 2 inches; thence southerly and parallel
          with the westerly line of Lexington Avenue 18 feet 9 1/2 inches to the
          point or place of beginning.

               Said excepted portion of said parcel of land is shown as (c-1) on
          Plot Plan No. 1 above referred to and hereto attached.

     There is, however, demised to the Lessee the right to maintain and renew
the existing pipes and ducts located above the ceiling of the passageway leading
from Lexington Avenue to the Grand Central Terminal building extending below the
plane of sub-division (c-1) above described, and also the right to maintain as
now constructed the fire stairs extending into the easterly side of parcel (c-1)
and leading to the passage for fire stairs above the ceiling of said passageway.

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                                       10

     (d) Also, all that portion of the parcel of land above described, lying
below an horizontal plane drawn at elevation 42.54 feet and intersecting the
easterly, westerly, northerly and southerly bounds of all that portion of the
parcel of land above described, bounded and described as follows:

               Beginning at a point distant 253 feet 4 inches north of the
          northerly line of 42nd Street and distant 93 feet 10 3/4 inches west
          of the westerly line of Lexington Avenue; thence westerly and parallel
          with the northerly line of 42nd Street 13 feet 2 inches; thence
          northerly and parallel with the westerly line of Lexington Avenue 6
          feet 10 inches; thence easterly and parallel with the northerly line
          of 42nd Street 7 feet 8 inches; thence northerly and parallel with the
          westerly line of Lexington Avenue 11 feet 11 1/2 inches; thence
          easterly and parallel with the northerly line of 42nd Street 5 feet 6
          inches; thence southerly and parallel with the westerly line of
          Lexington Avenue 18 feet 9 1/2 inches to the point or place of
          beginning.

               Said excepted portion of said parcel of land is shown as (d) on
          Plot Plan No. 1 above referred to, and hereto attached.

     (d-1) Also, all that portion of the parcel of land above described, lying
below an inclined plane drawn at elevation 42.54 feet along the southerly side
and elevation 47.52 feet along the northerly side and intersecting the easterly,
westerly, northerly and southerly bounds of all that portion of the parcel of
land above described, bounded and described as follows:

               Beginning at a point distant 260 feet 2 inches north of the
          northerly line of 42nd Street and distant 99 feet 4 3/4 inches west of
          the westerly line of Lexington Avenue; thence westerly and parallel
          with the northerly line of 42nd Street 7 feet 8 inches; thence
          northerly and parallel with the westerly line of Lexington Avenue 5
          feet 6 1/2 inches; thence easterly and

<Page>

                                       11

          parallel with the northerly line of 42nd Street 7 feet 8 inches; then
          southerly and parallel with the westerly line of Lexington Avenue 5
          feet 6 1/2 inches to the point or place of beginning.

               Said excepted portion of said parcel of land is shown as (d-1) on
          Plot Plan No. 1 above referred to, and hereto attached.

     (d-2) Also, all that portion of the parcel of land above described, lying
below an horizontal plane drawn at elevation 47.52 feet and intersecting the
easterly, westerly, northerly and southerly bounds of all that portion of the
parcel of land above described, bounded and described as follows:

               Beginning at a point distant 265 feet 8 1/2 inches north of the
          northerly line of 42nd Street and distant 99 feet 4 3/4 inches west of
          the westerly line of Lexington Avenue; thence westerly and parallel
          with the northerly line of 42nd Street 7 feet 8 inches; thence
          northerly and parallel with the westerly line of Lexington Avenue 6
          feet 5 inches; thence easterly and parallel with the northerly line of
          42nd Street 7 feet 8 inches; thence southerly and parallel with the
          westerly line of Lexington Avenue 6 feet 5 inches to the point or
          place of beginning.

               Said excepted portion of said parcel of land is shown as (d-2) on
          Plot Plan No. 1 above referred to, and hereto attached.

     (e) Also, all that portion of the parcel of land above described, lying
between a lower horizontal plane drawn at elevation 67.83 feet and an upper
horizontal plane drawn at elevation 79.67 feet, and intersecting the easterly,
westerly, northerly and southerly bounds of all that portion of the parcel of
land above described, bounded and described as follows:

               Beginning at a point distant 253 feet 4 inches north of the
          northerly line of 42nd Street and distant

<Page>

                                       12

          211 feet 7 inches west of the westerly line of Lexington Avenue;
          thence westerly and parallel with the northerly line of 42nd Street 47
          feet 2 1/2 inches; thence northerly and parallel with the westerly
          line of Lexington Avenue 11 feet 6 inches; thence easterly and
          parallel with the northerly line of 42nd Street 21 feet 1 1/2 inches;
          thence northerly and parallel with the westerly line of Lexington
          Avenue 2 feet 3 inches; thence easterly and parallel with the
          northerly line of 42nd Street 26 feet 1 inch; thence southerly and
          parallel with the westerly line of Lexington Avenue 13 feet 9 inches
          to the point or place of beginning. Said excepted portion of said
          parcel of land is shown as (e) on plot plan hereto attached, dated
          December 10, 1957, entitled "Plot Plan No. 2 Showing Limits and
          Planes", and identified by the signature of F. H. Simpson, Chief
          Engineer of The New York Central Railroad Company.

     There is, however, demised to the Lessee the right to maintain and renew
the distributing girders and existing pipes and ducts located in said excepted
space.

     (f) Also, all that portion of the parcel of land above described, lying
between a lower horizontal plane drawn at elevation 77.75 feet and an upper
horizontal plane drawn at elevation 124 feet, and intersecting the easterly,
westerly, northerly and southerly bounds of all that portion of the parcel of
land above described, bounded and described as follows:

               Beginning at a point distant 253 feet 4 inches north of the
          northerly line of 42nd Street and distant 70 feet 1 1/4 inches west of
          the westerly line of Lexington Avenue; thence westerly and parallel
          with the northerly line of 42nd Street 23 feet 7 inches; thence
          northerly and parallel with the westerly line of Lexington Avenue 21
          feet 6 1/2 inches; thence easterly and parallel

<Page>

                                       13

          with the northerly line of 42nd Street 23 feet 7 inches; thence
          southerly and parallel with the westerly line of Lexington Avenue 21
          feet 6 1/2 inches to the point or place of beginning.

               Said excepted portion of said parcel of land is shown as (f) on
          Plot Plan No. 2 above referred to, and hereto attached.

     The elevations and dimensions of the excepted spaces may vary somewhat in
the Building as actually constructed, from the elevations and dimensions above
set forth in subdivisions (a) to (f) both inclusive hereof, and it is understood
and agreed that said elevations and dimensions shall be subject to such slight
variations therein as may exist in connection with the Building as constructed,
and that any existing steel or other structural work projecting into said
excepted spaces shall remain, together with any necessary alterations thereof or
substitutions therefor which may be approved by the Lessor.

     Reserving, also, for the exclusive use of the Lessor, its successors and
assigns, and the occupants of the excepted spaces, one elevator shaft having an
area of approximately 150 square feet at the approximate location shown on Plot
Plan No. 1 above referred to and hereto attached, extending from the Express
Level of the Grand Central Terminal to elevation 59.50 feet, with the right to
the Lessor, its successors and assigns, to attach the supports for the machinery
and guides of said elevator to the building steel and to operate the elevator
located in said shaft.

     Reserving also to the Lessor, its successors and assigns, and the occupants
of the excepted spaces, the exclusive use of one air intake duct or shaft having
an approximate area of 150 square feet, and extending from the Suburban Level of
the Grand Central Terminal to the elevation 101.33 feet, the elevation of the
ceiling of the third floor of the Building, also one ventilating shaft having an
area of 60 square feet and five ventilating shafts, each having an area of 15

<Page>

                                       14

square feet, extending from the Suburban Level of the Grand Central Terminal to
the roof of the Building, and two ventilating shafts each having an area of 12
square feet, extending from said Suburban Level to the roof of the Courts, all
at the approximate locations shown on Plot Plan No. 2 above referred to and
hereto attached, together with the right to the Lessor, its sucessors and
assigns, to construct and maintain penthouses and motors and fans upon the roof
of said Building at the locations of said respective ventilating shafts, and to
operate said motors and fans.

     The Lessor, its successors and assigns, and the occupants of the excepted
spaces, shall have the right to maintain as now constructed the twelve openings
with ventilating louvres, extending up to elevation 124 feet, in the southerly
wall of the Building on the southerly side of parcels (c) and (f) above, and
also the right to construct and maintain one opening with ventilating louvres in
the southerly wall of the Building on the southerly side of parcel (c-1) above,
at about elevation 52.89 feet and distant to center approximately 109.8 feet
west of the westerly line of Lexington Avenue.

     The Lessor, its successors and assigns, and the occupants of the excepted
spaces, shall also have the right to attach ducts, pipes, conduits, overhead
contact rails, mail conveyors and other facilities and their supports to the
under side of the building girders, floor beams and hung ceilings over said
excepted portions of said parcel of land, and to repair, renew and maintain said
ducts, pipes, conduits, overhead contact rails, mail conveyors and other
facilities and their supports.

     Subject, however, to such variations as may appear upon survey by City
Surveyor, and to the covenants against nuisances, if any, of record affecting
said premises, and to the Zoning and Building ordinances and regulations of the
City of New York, and to existing subtenancies granted by the Lessee.

     Subject also, however, to the right of the Lessor, its successors and
assigns, to maintain, repair and renew the columns

<Page>

                                       15

supporting the viaduct and railroad structures adjoining the parcel of land
above described on the west, at the locations shown on Plot Plan hereto
attached, dated December 10, 1957, entitled "Plot Plan No. 3, Showing Viaduct
Column Locations," and identified by the signature of F. H. Simpson, Chief
Engineer of The New York Central Railroad Company, and also any other columns
that may at any time be constructed in renewal or substitution, of said columns
for the purpose of supporting said viaduct or the overhead roadway, at any time
constructed in or over said westerly adjoining premises.

     There is also demised to the Lessee during the term of this lease and any
renewal or renewals thereof, if any there be, an easement for the support of the
Building (or any building or buildings erected in the place thereof by the
Lessee pursuant to the provisions of this lease), upon the columns and
foundations thereof which have been constructed within the excepted spaces
referred to above, and the Lessor does hereby covenant and agree for itself, and
its successors and assigns, at all times during the term of this lease and any
renewal or renewals thereof, if any there be, to maintain said columns and the
foundations thereof within the excepted spaces (including any columns erected in
substitution for or renewal of any of said columns) of unimpaired strength and
in good repair.

     There is also demised to the Lessee during the term of this lease and any
renewal or renewals thereof, if any there be, an easement of light and air over
the premises adjoining on the north created by deed made by The New York Central
Railroad Company to United States of America, dated December 28th, 1932, as
modified by agreement between The New York Central Railroad Company, United
States of America and Eastern Offices, Inc., dated June 9th, 1936, and the right
reserved by said deed to support the northerly three-story portion of the
Building upon the building steel and foundations of the building upon the
premises adjoining on the north the parcel of land on which the (Graybar)
Building now stands.

<Page>

                                       16

     Subject, however, to the height restriction affecting the northerly 40 feet
of the parcel of land above described contained in said deed made by The New
York Central Railroad Company to United States of America, dated December 28th,
1932, and the agreement permitting encroachments contained in said deed as
modified by agreement between The New York Central Railroad Company, United
States of America and Eastern Offices, Inc., dated March 17th, 1938.

     There is demised to the Lessee during the term of this lease and any
renewal or renewals thereof an easement to install, maintain and renew such
mains, pipes, supports, connections, meters and other facilities as may be
reasonably appropriate in order for the Lessee, or anyone claiming under or
through the Lessee, to obtain from the public utility company furnishing such
services in the Borough of Manhattan, City of New York, all steam for any use in
the Building and for the discharge of any condensate resulting therefrom, such
steam line to be installed at the cost and expense of the Lessee from a point of
connection in the steam meter room located in the subsurface of the driveway
south of the demised premises, where the existing 20 inch diameter steam line of
Consolidated Edison Company of New York, Inc. enters from Lexington Avenue,
located approximately 18 feet south of the southeast corner of the Building and
approximately at elevation 25 feet, and extending northerly from the above
described point of connection to the southeast corner of the Building and rising
thence in the existing masonry shaft within the southeast corner of the Building
through the excepted space to elevation 78.50 feet, and thence northerly through
the excepted space a distance of 5 feet, thence westerly a distance of 5 feet,
thence southerly through the exterior wall of the Building and turning westerly
on said exterior wall for a distance of 188 feet, and thence turning northerly
through the exterior wall of the Building at elevation of 77.50 feet, thence
northerly

<Page>

                                       17

through the demised premises 22 feet to the southerly wall of the excepted
space, and thence 40 feet to the demised premises. The condensate drip-tank and
pump or ejector at the meter equipment may be installed in the steam meter room.
The condensate line shall adjoin the steam line from the steam meter to the
aforementioned point at elevation approximately 78.50 feet and thence extend
northerly across the excepted space for a distance approximately 62 feet. Such
steam line and auxiliary equipment shall be installed in accordance with plans
and specifications which shall be submitted to the Chief Engineer of the Lessor
for approval, which approval the Lessor shall not unreasonably withhold or
delay.

     As to the parcels of land excepted under sub-divisions (c) and (c-1) above,
a stairway to the Subway station, and a passageway (having a floor elevation of
43.20 feet to 46.31 feet and a ceiling elevation of 77.75 feet) extending from
Lexington Avenue to the Grand Central Terminal building, have been constructed
in a portion thereof at the locations shown on Plot Plan No. 1 hereto attached,
and there is hereby demised to the Lessee the right for itself, its officers,
agents and tenants to use for the purpose of passage on foot between Lexington
Avenue, the Building, the stairway to the Subway station, and the Grand Central
Terminal building, during the continuance of this lease and any renewals
thereof, if any there be, the said passageway constructed as aforesaid within a
portion of the space excepted under said sub-divisions (c) and (c-l); said right
of use shall, however, be subject to the use of said passageway by the Lessor,
The New York Central Railroad Company, The New York and Harlem Railroad Company
and The New York, New Haven and Hartford Railroad Company (hereinafter called
the Railroad Companies), their and each of their officers, agents, passengers,
successors and assigns, and by such other parties as shall be permitted or
granted the right by the Lessor or the Railroad Companies or any of them, to
make use of the same; and said right of use shall also be subject to such
reasonable

<Page>

                                       18

rules and regulations as may from time to time be established by the Terminal
Manager of the Grand Central Terminal in respect of the use of said passageway
by the Lessee, its officers, agents and tenants, with the view of avoiding
congestion therein and in the Grand Central Terminal building.

     In order to provide for the proper care and maintenance of said passageway,
the Lessor shall arrange for the maintenance, lighting, cleaning and policing of
said passageway by means of the Grand Central Terminal forces and facilities,
and the Lessee shall pay to The New York Central Railroad Company promptly upon
rendition of bills therefor, one-half of the expense of such maintaining,
lighting, cleaning and policing, provided that any change made in the
decorations, structure or finish of said passageway, except as to the south side
of said passageway, shall be made only in accordance with plans approved by the
Lessor, the Lessee and the Railroad Companies; and the Lessee shall not be
charged for any part of the cost of maintaining, lighting or cleaning any store,
shop, theatre, locker, booth or advertising display which the Lessor or the
Railroad Companies may install in said passageway as provided in the next
paragraph.

     Said passageway shall be used, however, only for station purposes in
connection with the Grand Central Terminal building and for the purpose of
entrance and exit to and from Lexington Avenue, the Building, the stairway to
the Subway station, and the Grand Central Terminal building; provided, however,
that the Lessor and the Railroad Companies shall have the right exclusively to
use and permit others to use the south side of said passageway out to the
northerly face of the columns (other than the portions thereof presently used
for access to and from the Subway station and to and from the stairway leading
to the lower station level and for the emergency fire stairway) for store, shop,
theatre or other purposes with entrances opening on said passageway, and with
the right to use said passageway

<Page>

                                       19

for access to the premises used for such purposes and to premises southerly
thereof, also the right to install, maintain and use parcel lockers, telephone
booths and advertising displays along the southerly wall of said passageway and
along the northerly wall west of the westerly entrance from said passageway to
the Building, and the Lessor and the Railroad Companies shall have the right to
make such alterations or changes as they may desire, but at their sole cost and
expense, in the south side of said passageway and the south wall of the Building
for the purposes aforesaid; and provided, further, that the Lessee shall have
the right to construct, maintain and use under and subject to the provisions of
this lease, but at its sole cost and expense, doorways and display windows in
the northerly wall of said passageway, east of the entrances from said
passageway to the Building, for use in connection with stores or other purposes
in the Building, and with the right to use said passageway for access to the
portions of the Building used for such stores or other purposes.

     The Lessor shall have the right to modify or alter said passageway
structurally so as to provide for access therefrom to train platforms
constructed or which may be constructed within the excepted spaces, and in
connection therewith to take and use or permit to be used such portion of the
demised premises (other than the portions of the demised premises used for
elevator purposes and the two entrances from said passageway to the lobby of the
Building) as shall be reasonably necessary for such purpose, provided that the
Lessor shall, at its sole cost and expense, make such changes in the Building,
in accordance with plans approved by the Lessor, as shall be suitable for such
purpose, and the Lessor shall not give any such approval without the prior
written approval of the Lessee, and provided further, that the Lessor shall pay
to the Lessee the then rental value of the portion of the demised premises so
taken and used, or permitted to be used, for such purpose (including an
appropriate allowance in respect of the Lessee's renewal privileges hereunder),
and the portion of

<Page>

                                       20

the demised premises so taken and used shall thenceforth be deemed excepted from
this lease, and in case the Lessor and the Lessee shall be unable to agree upon
such rental value, then such value shall be determined by three arbitrators
appointed as provided in Paragraph Fourteenth hereof, and the award of said
arbitrators or of a majority of them shall be binding and conclusive upon the
parties hereto. The expense of any such arbitration shall be borne as provided
in said Paragraph.

     The Lessee agrees that, so long as space in the Building shall continue to
be used by the Post Office Department, at the approximate location of the space
presently so used, the Lessee shall operate and maintain one elevator extending
into the excepted space from said Post Office space at the location shown on
Plot Plan No. 2 hereto attached.

     In respect of the parcel of land about 45 feet in width adjoining on the
south the parcel of land above described, it is understood that title thereto is
vested in The New York Central Railroad Company, which is using the surface and
sub-surface of said parcel for railroad and terminal purposes, and that said
Railroad Company may construct or permit the construction of such structures
therein and thereover as may at any time be deemed by it advisable, extending
all or a portion of the distance from Lexington Avenue to former Depew Place,
but the Railroad Company shall not construct, or permit to be constructed, any
structures therein or thereover above elevation 80 feet, which is below the
windows in the second floor of the Building (the intent of this proviso being to
protect the light and air to the Building above said elevation), and it is
further understood that the Lessee shall have the right to maintain the existing
standpipes and the existing emergency stairway extending from the third floor of
the Building at a point about 100 feet 5 1/2 inches westerly from the
southeasterly corner of said Building to said parcel of land adjoining on the
south, and which standpipes

<Page>

                                       21

and stairway shall not, as a result of any such construction or other action of
said Railroad Company, or anyone claiming by, through or under said Railroad
Company, become or be declared in violation of any applicable ordinances and/or
other legal requirements. If as the result of any such construction or other
action of said Railroad Company, or anyone claiming by, through or under said
Railroad Company, the applicable municipal or other ordinances or legal
requirements shall require alterations or replacements to said standpipes,
stairway, or the Building or its facilities, the Lessor will cause such
alterations or replacements to be made in a manner which complies with all such
municipal and/or other ordinances and legal requirements and in accordance with
plans and specifications submitted to and approved by the Lessee and without
cost or expense to the Lessee. The provisions of this paragraph shall pertain to
the standpipe connection in the westerly wall of the Building as well as the
standpipe connections in the southerly wall of the Building.

     In respect of the parcel of land adjoining on the west the parcel of land
above described, constituting a portion of the bed of former Depew Place, now
discontinued and closed, it is understood that title thereto is vested in The
New York Central Railroad Company, which is using the surface and sub-surface of
said parcel for railroad and terminal purposes, and that said Railroad Company
may use or permit the use by others of the surface of said parcel of land for
the purposes of passage, and may impose such restrictions as it may from time to
time deem advisable upon the use for the purpose of passage on the surface of
said parcel by the Lessee, use of the surface of which parcel for the purposes
of passage on foot and with vehicles, subject to the provisions of this
paragraph, is hereby demised to the Lessee, subject also to use of said parcel
for the overhead roadway or driveway constructed in and over a portion or
portions thereof and to

<Page>

                                       22

easement of passage for the public on foot and with vehicles over the surface of
said roadway or driveway, granted by The New York Central Railroad Company to
The City of New York by indenture dated April l1th, 1924, but said Railroad
Company shall not construct, or permit to be constructed, any structures therein
or thereover above the elevation of the highest member of said overhead roadway
or driveway so constructed (the intent of this proviso being to protect the
light and air to the Building above said elevation).

     For the term of eighteen years, five months and two days to commence on
December 30, 1957, and to end May 31, 1976; at the annual rental or sum of Three
Hundred Ninety Thousand Dollars ($390,000.00) lawful money of the United States,
payable in equal monthly installments of Thirty-two Thousand Five Hundred
Dollars ($32,500.00) in advance on the first day of January, 1958, and on the
first day of each and every month in each and every year thereafter during the
term of this lease, and at the additional rentals hereinafter set forth, except
that the Ground Rental for the period from the date of commencement of the term
to and including December 31, 1957, has been paid by the Lessee prior to the
execution and delivery of this lease. The $390,000 annual rental provided for in
this paragraph is herein referred to as the Ground Rental.

     Subject, however, to the exclusive right of the Lessor and of the Railroad
Companies and each of them, their and each of their successors and assigns,
grantees and licensees, to occupy and use (but not to the impairment of the
easement of support of the Building and subject to the use by the Lessee as
above provided of the passageway constructed in a portion of the space excepted
under subdivisions (c) and (c-1) above) all those portions of the parcel of land
above described excepted from this lease under subdivisions (a) to (f), both
inclusive above, for the construction and maintenance of railroad, station and
terminal structures and improvements, and of such other

<Page>

                                       23

structures, equipments and improvements as the Lessor and the Railroad
Companies, their or any of their successors or assigns, may from time to time,
or at any time or times hereafter deem advisable to construct or maintain
therein, and for the operation therein and thereunder of the respective
railroads operated by the Railroad Companies, their and each of their successors
and assigns, and of such other companies as shall lawfully secure the right to
use or operate the respective railroads operated by the Railroad Companies, or
any of them, and for such other uses and purposes (exclusive of such other uses
and purposes as will injuriously affect the use and enjoyment of the demised
premises by the Lessee) as the Lessor and the Railroad Companies, or any of
them, their or any of their successors and assigns, may from time to time or at
any time or times hereafter deem advisable to occupy or use said excepted
portions or to permit or to grant the right to others to occupy or use said
excepted portions.

     And it is also hereby covenanted and agreed between the parties hereto as
follows, each party covenanting for itself, its successors and assigns:

     FIRST: That the Lessee shall well and punctually pay to the Lessor at the
Grand Central Terminal, Borough of Manhattan, City of New York, the Ground
Rental above provided on the days the same is payable, without diminution,
deduction or delay, and shall also as additional rental hereunder pay to the
Lessor from time to time as such water rents and sewer rents shall become
payable, all sums that may during the term of this lease be assessed, imposed or
charged upon the demised premises, or any part thereof, for Croton or other
water rents and sewer rents, whether by meter or otherwise, exclusive, however,
of the sums, if any, imposed thereon for water or sewer used by the Lessor or
the Railroad Companies in the excepted space.

     That the Lessee shall also as an additional rental hereunder during each
and every year of the term of this lease,

<Page>

                                       24

pay to the Lessor within thirty days after the taxes in any such year shall be
payable (in case the taxes shall be payable in installments, each installment
shall be deemed payable hereunder on the day that such installment becomes a
lien upon the parcel of land above described), a sum of lawful money of the
United States equal to eighty (80%) per centum of the amount of the taxes,
ordinary and extraordinary, for such year that may be taxed, charged, imposed or
assessed upon the parcel of land above described (including the portions thereof
excepted as aforesaid), or upon the Lessor or the Railroad Companies, or any of
them, their or any of their successors and assigns, on account of the value of
said parcel of land as if wholly unimproved; and also such additional sum of
lawful money of the United States as will equal the entire taxes, ordinary and
extraordinary, for such year, taxed, charged, imposed or assessed upon the
parcel of land above described (including the portions thereof excepted as
aforesaid) on account of the value of the improvements constructed thereon
(exclusive of the value of the railroad structures, as hereinafter defined,
within the spaces excepted under sub-divisions (a) to (f), both inclusive
above), the value of the improvements being ascertained by deducting from the
assessed value of the land with the improvements thereon, the assessed value of
the land, if wholly unimproved. In case in any year the assessment for taxes
upon the parcel of land above described on account of the value of the
improvements constructed thereon shall include without separation, the value of
the railroad structures constructed in the portion of the parcel of land above
described excepted from this lease under subdivisions (a) to (f), both inclusive
above, then in arriving at the amount of the taxes on account of improvements
payable by the Lessee hereunder in any such year, a proper deduction shall be
made from the amount of taxes assessed upon the parcel of land above described
on account of the value of the improvements constructed

<Page>

                                       25

thereon, based upon the ratio that the cost of the railroad structures
constructed in the portion of the parcel of land described in sub-divisions (a)
to (f), both inclusive above, bears to the cost of all the structures
constructed upon said parcel of land; in arriving at such deduction, however,
the foundations, columns, bracings and portions of the building constructed
below the planes shown on the Plot Plans above referred to and hereto attached,
and the finish of one-half of the passageway included in the space excepted
under sub-divisions (c) and (c-1) above, other than the finish of the south side
of said passageway, shall be considered as building structures and not as
railroad structures. In such event the Lessor shall furnish the Lessee with a
statement as to the cost of the railroad structures and will otherwise cooperate
with the Lessee and the arbitrators in determining the relative costs of the
railroad and building structures.

     With respect to the taxes for the year 1957-1958 there shall be payable by
the Lessee the taxes (upon the basis above provided) for the portion of the year
subsequent to January 1, 1958, and with respect to the taxes for the last year
of the term of this lease, or in case of renewal, of the last year of such
renewal term, there shall be payable by the Lessee hereunder the proportionate
part of such last year's taxes only to December 31st. The tax year under this
paragraph shall be deemed to commence on July first.

     In case, however, at any time or times daring the term of this lease, or
any renewal or renewals thereof, if any there be, the taxes upon the parcel of
land above described considered as unimproved, shall by reason of the use of a
portion thereof for railroad purposes, be assessed at a different rate, in a
different manner or upon a different basis of assessment than real estate
generally in the City of New York, and in case by reason thereof the taxes so
assessed shall be greater or less than if assessed at the same rate, in the same
manner and upon the same basis of assessment as real estate generally in said
City, then there shall be

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                                       26

added to or deducted from said taxes, as the case may be, in arriving at the
portion of said taxes payable by the Lessee hereunder, such sum as shall be
equal to the decrease or increase in such taxes due to such different rate,
different manner or different basis of assessment.

     In case also, at any time or times during the term of this lease, or any
renewal or renewals thereof, if any there be, the law with respect to the method
of assessing taxes shall be changed so as to exclude from the assessment the
value or some portion of the value of the improvements erected upon lands, and
by reason of such change in the method of assessment the amount of the taxes
assessed upon said parcel of land above described, exclusive of improvements,
shall be increased, then an adjustment shall be had between the parties hereto
as to the amount of the taxes payable by the parties hereto hereunder
respectively subsequent to such time, to the end that the relative proportion of
the entire taxes upon said parcel of land (both land and improvements) payable
by the parties hereto hereunder prior to such time may be preserved.

     No portion of the taxes upon the franchises, business or income of the
Lessor or of the occupants of the excepted spaces, or their respective
successors and assigns, shall be payable by the Lessee hereunder, and no portion
of the taxes upon the franchises, business or income of the Lessee, its
successors or assigns, shall be payable by the Lessor hereunder.

     In case any disagreement shall arise between the parties hereto as to the
amount of the taxes payable by the Lessee hereunder, the matter so in
disagreement shall be submitted for determination to three arbitrators appointed
as provided in Paragraph Fourteenth hereof, whose decision, or that of a
majority of them, shall be binding and conclusive upon the parties hereto. The
expense of any such arbitration shall be borne as provided in said Paragraph. In
case of any disagreement as aforesaid, the Lessee shall pay to the Lessor at the
time above provided

<Page>

                                       27

for the payment of such taxes, on account of the taxes so in disagreement, a sum
of money equal to the proportion of the taxes of the preceding year payable by
the Lessee hereunder, and the Lessor shall pay to the proper Municipal
authorities the full amount of the taxes for the year so in dispute. Upon the
determination by the arbitrators appointed as above provided, of the amount of
the taxes to be paid by the Lessee for such year, then the Lessor shall at once
pay to the Lessee, or the Lessee shall at once pay to the Lessor, as the case
may be, a sum equal to the amount that the sum so paid by the Lessee on account
of said taxes as aforesaid, shall be found to be in excess of or less than the
true amount thereof to be paid by the Lessee as determined by said arbitrators,
together with interest thereon at the rate of six (6%) per centum per annum.

     That the Lessee shall also as an additional rental hereunder, pay to the
Lessor within thirty days after any such charges or assessments shall be
payable, a sum of lawful money of the United States equal to eighty (80%) per
centum of the total amount of any and all other charges and assessments for
local improvements or otherwise, that may during the term of this lease be
taxed, charged, imposed or assessed upon the parcel of land above described,
including the portions thereof excepted as aforesaid. In case, however, any such
assessment shall or may be payable in installments, nothing herein contained
shall impose any obligation upon the Lessee to pay any installment of any such
assessment that shall or may be payable in installments as aforesaid, falling
due subsequent to the expiration of the term of this lease, or last renewal term
of this lease, if there be such renewal.

     That the Lessee shall, however, have the right to contest in good faith, by
legal proceedings, conducted promptly and at its own expense in the name of the
Lessee or Lessor, any water rents, sewer rents, taxes, charges or assessments
imposed upon the parcel of land above described, and in case any such water
rents, sewer rents, taxes, charges or

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                                       28

assessments shall as a result of any such legal proceedings be reduced,
cancelled, set aside or otherwise discharged, the Lessee shall be entitled to
receive its proportion of such water rents, sewer rents, taxes, charges or
assessments, with interest, if any thereon recovered, which has theretofore been
paid to the Lessor as herein provided. In case, however, such legal proceedings
shall be conducted by request of the Lessee in the name of the Lessor, the
Lessee shall indemnify and save harmless the Lessor from any and all costs,
charges or expenses in connection therewith.

     That in case the Lessee shall pay to the Lessor the additional rental
payable hereunder in respect of taxes or assessments before the Lessor shall
have paid such taxes or assessments, the Lessor agrees to receive and hold in a
fiduciary capacity the additional rental so paid by the Lessee in respect of
taxes or assessments and to apply the amount so received to the payment of such
taxes or assessments.

     That in case the Lessor shall fail to pay any of the taxes or assessments
imposed upon the parcel of land above described within thirty days after receipt
from the Lessee of the amount of such taxes or assessments payable by the Lessee
hereunder, the Lessee shall have the right to pay any such taxes or assessments
so unpaid, and set off the amount so paid with interest thereon at the rate of
six (6%) per centum per annum PRO TANTO against the rental payments falling due
hereunder subsequent to such time.

     Notwithstanding the foregoing provisions of this Paragraph First the Lessee
shall not be obligated to make any payment in respect of any tax or similar
charges pursuant hereto until the rendition by the Lessor to the Lessee of a
bill therefor, showing the aggregate amount of such tax or other charge and the
portion thereof payable by the Lessee pursuant hereto.

     SECOND: That the word "Building" as used in this Paragraph and elsewhere in
this lease, is intended to include

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                                       29

the building constructed upon the parcel of land above described and any and all
changes and alterations made in said building, and any building at any time
constructed in the place thereof pursuant to the provisions of this lease.

     The words "demised premises" as used in this Paragraph and elsewhere in
this lease, are intended to include the parcel of land above described and the
improvements constructed and at any time constructed thereon (excepting the
portions thereof excepted from this lease as hereinabove provided).

     The term "railroad structures", as used in this Paragraph and elsewhere in
this lease, is intended to include any new or existing construction or
improvements on the south side of the above-mentioned passageway, any new
construction within the portion of the demised premises which may be taken and
used, and excepted from this lease, as hereinabove provided, for the purpose of
providing access from said passageway to train platforms within the excepted
space, and any other structures, improvements and equipment now or hereafter
constructed, installed or maintained within the spaces exempted from this lease
as hereinabove provided by any person or corporation, other than the Lessee, its
successors, assigns or subtenants, for railroad, terminal, station or other uses
or purposes.

     That the Lessee shall during the term of this lease, at its own cost and
expense, operate the demised premises and the elevators and other facilities
therein, and maintain and keep in good condition and repair the Building and all
parts thereof, both inside and outside (except the railroad structures and the
columns, bracings and foundations of the Building within the spaces excepted
from this lease which are to be maintained by the Lessor at its own cost and
expense) and the fixtures and facilities in the Building or forming part
thereof, including all water, drainage, electric lighting, heating, gas,
elevator, power, sewer, plumbing and other fixtures and facilities therein,

<Page>

                                       30

and shall also at its own cost and expense, comply with, conform to and obey all
laws, ordinances, rules, orders and notices of the United States, of the State
of New York, of the City of New York and of the various departments and bureaus
of the United States and of said State and City, having or claiming any right or
authority with respect to the Building, either inside or outside (excepting the
portions thereof excepted from this lease as hereinabove provided) or the use
thereof, or the surfacing of or removal of snow and ice from the sidewalks or
driveways adjacent thereto or the curbs along the roadways. The Lessee shall
also indemnify and save harmless the Lessor of and from any and all damages and
costs and claims for same growing out of loss of life or damage or injury to
person or property occasioned in the maintenance, repair, use and operation of
the demised premises and the fixtures and facilities therein contained, or
occasioned by the failure of the Lessee properly to maintain the same in good
condition and repair, or properly to maintain the surfacing of the sidewalks and
the curbs in good condition and repair, or properly to remove the snow and ice
from said sidewalks and driveways; and if the Lessee at any time or times during
the continuance of this lease shall fail or neglect, after thirty days' notice
in writing from the Lessor, to take such action as may be necessary to place
said demised premises, fixtures and facilities in good condition and repair, or
to comply with the requirements of the United States or of the State or
Municipal authorities as aforesaid, or to secure the cancellation of the notices
of violation of said requirements or any liens filed in connection therewith,
the Lessor shall have the right and is hereby authorized on reasonable notice to
enter upon the demised premises and every part thereof and to make such repairs
to said demised premises, fixtures and facilities or to perform such acts in
order to conform to the requirements of the United States or of the State or
Municipal authorities as aforesaid, as the case may be, as may be

<Page>

                                       31

reasonably necessary, and the expense of any and all such repairs made by the
Lessor as aforesaid, and of the compliance with the requirements of said
authorities as aforesaid, and of the discharge of any liens filed as aforesaid,
shall be considered as additional rental hereunder, and shall be added to the
Ground Rental payment falling due next after the time of such expenditure, and
shall be paid by the Lessee at the time of payment of said rental; the Lessee
shall have the right, however, in good faith at its own expense, to contest the
validity or legality of any requirement or lien of the United States or of the
State or Municipal authorities as aforesaid, and pending such contest actively
prosecuted by the Lessee, the non-compliance with such requirement or the
continuance of such lien shall not be deemed a default under the provisions of
this Paragraph, provided the Lessee shall have furnished to the Lessor indemnity
satisfactory to the Lessor against any loss on the part of the Lessor by reason
thereof.

     THIRD: That this lease and the leasehold estate hereby created and/or the
interest under this lease of any person, firm or corporation constituting the
Lessee hereunder, may be assigned from time to time to any one or more persons,
firms or corporations; provided, however, that at the time of any such
assignment there exists no uncured default on the Lessee's part to be performed
under this lease and with respect to which default a notice has been served by
the Lessor upon the Lessee in accordance with the provisions of this lease
relating thereto; and provided further, however, that any assignment of this
lease and the leasehold estate hereby created shall be made only upon the
condition, and any instrument of assignment shall expressly provide, that the
assignee, or assignees, shall assume and agree to pay the Ground Rental and
additional rental which shall have accrued and remain unpaid and which shall
thereafter accrue under this lease and to comply with and perform all of the
other

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                                       32

covenants, conditions, limitations and agreements on the part of the Lessee to
be complied with and performed under this lease, with the same force and effect
as if originally named as the Lessee in this lease. Upon the making of any such
assignment upon the condition aforesaid, the respective assignor shall be
released from all liability under this lease, except for Ground Rental and
additional rental for water rents, sewer rents, taxes, and insurance premiums,
if any, which shall have accrued prior to the date of the delivery of such
assignment (provided, however, that liability of such assignor for Ground Rental
and additional rental as aforesaid accrued prior to the date of the making of
such assignment shall not be deemed to include any liability for any retroactive
adjustments made in the Ground Rental or additional rental as aforesaid
subsequent to the date of the making of any such assignment), and the Lessor
agrees to furnish to any assignor of this lease, upon the making of any
assignment of this lease as herein permitted, an instrument or instruments duly
acknowledged, certifying to the existence of no default under this lease, if
there be no such default, and stating the date to which rent and additional rent
have been paid, and in such event releasing the assignor from any liability
theretofore or thereafter accruing hereunder, except as aforesaid. Any mortgage
or deed of trust upon the leasehold estate hereby created shall by its terms be
made expressly subject to all the Lessor's rights under the provisions,
covenants, conditions, exceptions and reservations contained in this lease.
Notwithstanding anything in this Paragraph contained to the contrary, the
assignment of this lease and the leasehold estate hereby created (a) to a
purchaser at a foreclosure sale in any action or proceeding to foreclose any
mortgage or deed of trust becoming a lien upon the leasehold estate, or (b) to
any person, firm or corporation in lieu of the foreclosure of any such mortgage
or deed of trust, whether or not there is existing or continuing a default

<Page>

                                       33

in the performance of any of the covenants, conditions, limitations or
agreements upon the part of the Lessee to be performed hereunder, shall not be
deemed to be in violation of this Paragraph; provided, however, that all of the
other conditions and provisions of this Paragraph are complied with, including
the assumption by such purchaser or such person, firm or corporation of all the
obligations of the Lessee under this lease, and provided further, however, that
such purchaser or such person, firm or corporation shall, as a condition to any
such assignment, pay or cause to be paid to the Lessor all sums then due from
the Lessee to the Lessor under this lease. In the event that the purchaser at
any such foreclosure sale, or the person, firm or corporation acquiring said
leasehold estate in lieu of the foreclosure of any such mortgage or deed of
trust, shall be a designee or nominee of, or a corporation created by or for the
benefit of, the holder of any such mortgage, or the Trustee under any such deed
of trust or the holder or holders of bonds or other evidence of indebtedness
issued and outstanding thereunder, the Lessor agrees that said holder of said
mortgage or said Trustee under said deed of trust or the holder or holders of
any of said bonds or other evidence of indebtedness, as the case may be, shall
in no event be liable for any obligations undertaken or assumed by such
purchaser or such person, firm or corporation, and the Lessor agrees to look
solely to such purchaser or person, firm or corporation and not to the holder of
said mortgage or to the Trustee under said deed of trust, or to the holder or
holders of said bonds or other evidence of indebtedness, as the case may be, in
respect of any liability of any description assumed or agreed to by any such
purchaser or by any such person, firm or corporation.

     Nothing in this lease shall be construed, however, to prevent the
devolution of this lease by operation of law upon, or the passage of this lease
by operation of law to, any corporation into which the Lessee (or any assignee
of

<Page>

                                       34

this lease who shall have complied with the requirements for assumption of
liability set forth in the preceding paragraph) shall be merged; provided
always, however, that the corporation into which said Lessee or assignee shall
be merged shall, either by operation of law or by an express instrument of
assignment, assume all the covenants, conditions, limitations and agreements on
the part of the Lessee to be complied with and performed under this lease, with
the same force and effect as if originally named as the Lessee in this lease.

     Nothing in this lease shall be construed to prevent the Lessee from
subletting all or portions of the demised premises for the uses and purposes
herein permitted. The performance of any of the obligations of the Lessee
hereunder by any subtenant shall be deemed to be the equivalent of the
performance thereof by the Lessee.

     FOURTH: That the Lessee shall use the demised premises only for a
high-grade office building, except that the ground floor and floor next above
the ground floor may be used for banks, for trust companies, or for stores, and
the Lessee shall not use or permit or allow the demised premises or any portion
thereof to be used for any purpose other than as above provided without the
consent of the Lessor first had and obtained.

     That the Lessee in connection with its use of the demised premises or the
use of said premises by its tenants or subtenants shall not construct or allow
or permit to be constructed any advertising signs upon the roof, walls or
windows of the Building, or any lettering upon the windows, nor shall the Lessee
permit the windows above the floor next above the ground floor, or the windows,
if any, in the spaces adjoining the passageway of the Lessor, to be used for
advertising or display purposes, without in each case the written consent of the
Lessor first had and obtained, except that such bronze or brass plates may be
placed on the walls, and such lettering on the windows of either the ground
floor or the floor next above the ground

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                                       35

floor of the Building, as shall be in harmony with the general character of the
respective adjoining properties and as shall not tend to lower the character or
appearance of the Building or its surroundings.

     That the Lessee shall also, at its own cost and expense, comply with all
the regulations, rules and requirements of the Board of Fire Underwriters in
respect of the demised premises, and shall not knowingly permit any article to
be brought upon or any act to be done upon or about the demised premises that
will cause any policy of insurance thereon to be cancelled, or increase the
rates of such insurance beyond that usually charged for tenanted buildings of a
similar character and construction used for the purposes herein authorized.

     FIFTH: That the Lessee shall not suffer, allow or permit the loading of any
of the floors of the Building, or any portion or portions thereof, beyond the
weights permitted by the building ordinances of the City of New York as changed
from time to time during the term of this lease by lawful orders of the
Municipal authorities having jurisdiction in the premises.

     SIXTH: That the Lessee shall make no structural alterations or structural
changes in the interior of the Building, and no alterations or changes in the
exterior of the Building or in the bearing walls, supports, beams or
foundations, or that will increase the load carried by said walls, supports,
beams or foundations, without the written consent of the Lessor first had and
obtained, and plans and specifications showing such proposed alterations and
changes shall be submitted to the Lessor for approval upon the application for
such consent, and all alterations or changes, made with the written consent of
the Lessor as aforesaid, shall be made at the sole cost and expense of the
Lessee under the supervision of an architect or engineer appointed by the Lessee
and approved by the Lessor for

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                                       36

such purpose, and, if the same is required by law, shall also be made in
accordance with plans and specifications first submitted to and approved by the
Building Department of the City of New York and the other Municipal authorities
having charge of such changes and alterations and in accordance with such rules
and regulations as said Municipal authorities may from time to time make in
regard thereto. The Lessee shall also make no change in the mechanical, lighting
and sanitary equipment in the Building that will make such equipment unsafe,
unsanitary or unfit for the purpose for which it was installed. Alterations or
changes in the interior partitions of office and store space in the premises or
the removal therefrom by the Lessee or any subtenant of furniture, trade
fixtures or business equipment shall not be deemed to be structural alterations
and changes for purposes of this Paragraph.

     The Lessee shall have the right, however, at its own cost and expense, upon
obtaining approval of the public authorities having jurisdiction, to install in
the demised premises (1) a power plant for generating electric current or steam,
or both, to be used within the Building, and (2) an air conditioning system for
service within the Building, at locations satisfactory to the Lessor and in
accordance with plans and specifications approved by the Chief Engineer of the
Lessor, provided that any such construction shall not exceed such bearing
weights on the building columns as shall be approved by the Lessor, and provided
further that before commencing any such construction the Lessee shall furnish a
bond or other security acceptable to the Lessor, conditioned upon the
performance of such construction in accordance with the plans and specifications
approved by the Chief Engineer of the Lessor as aforesaid and the requirements
of the Federal, State and Municipal authorities having jurisdiction in respect
thereof, free from mechanics' liens and other liens of every kind, except,
however, that the Lessee shall have the right to obtain the moneys to pay for
said equipment and the installation

<Page>

                                       37

thereof by either: (1) making a chattel mortgage or mortgages upon said power
plant or air conditioning system, or both, to secure the repayment of such
moneys with interest over a period not in excess of twenty years, or (2)
purchasing the necessary equipment for said power plant or air conditioning
system, or both, under a conditional sale contract or contracts, whereunder
title shall be reserved to the seller or sellers until payment in full for such
equipment is completed.

     During the existence and for the purpose of any such chattel mortgage or
mortgages or any such conditional sale contract or contracts, the power plant or
air conditioning system, subject to the lien of such chattel mortgage or
mortgages or to the reserved title in the seller or sellers under such
conditional sale contract or contracts, shall be deemed personal property (not
the property of the Lessor herein), and said personal property may be removed
from the demised premises upon either foreclosure of such chattel mortgage or
mortgages or default under the terms of such conditional sale contract or
contracts, provided that in either event the damage, if any, caused to the
Building or any portion thereof, by such removal, shall be repaired by the
Lessee, chattel mortgagee or conditional vendor, who shall, if the same becomes
necessary or is required by reason of such removal, make installations or
alterations for the proper functioning of the Building for office use, and prior
to any such removal the Lessor shall have the right to require a bond or other
security conditioned upon the removal of such property and restoration of the
Building as aforesaid satisfactory to the Lessor and in accordance with lawful
requirements and free from liens. Except as otherwise above expressly provided,
the power plant and air conditioning system, when installed in the demised
premises, shall become and be part of the Building facilities and shall be
maintained by the Lessee under and subject to the provisions of this lease and
shall be surrendered to the Lessor at the expiration or sooner termination of
the term of this lease or renewal term of this lease, if there be renewal.

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                                       38

     The Lessee shall have the right at any time, and from time to time, to sell
or dispose of any building equipment or personal property subject to this lease
which may have become obsolete or unfitted for use, or which is no longer
useful, necessary or profitable in the operation of the Building, provided that
the Lessee shall then or theretofore, if the same be required for the proper
functioning of the Building for use by its occupants, substitute for the same
other building equipment or personal property, not necessarily of the same
character, but of a value at least equal to the then value of the property so
disposed of.

     SEVENTH: That the Lessee shall also as additional rental hereunder pay to
the Lessor, on the first day of each and every lease year during the term of
this lease, such annual sum of lawful money of the United States, as, at the
rates chargeable by insurance companies approved by the Lessor in any such year
for insurance against loss or damage to the Building by fire and by lightning,
windstorm, hail, explosion, riot and civil commotion, aircraft and vehicles and
smoke, will pay all premiums for such insurance in amounts sufficient to prevent
the Lessee or the Lessor from becoming a co-insurer within the terms of the
applicable policies, but in any event, in amounts not less than eighty (80%) per
centum of the then full insurable value of the Building, the term "full
insurable value" to mean the actual replacement cost (excluding foundation and
excavation costs), less physical depreciation, and the Lessor shall, upon
receipt of such sums, apply the same for policies of insurance in insurance
companies approved by the Lessor as aforesaid. All such policies of insurance
shall name the Lessor and the Lessee and also, if the Lessee so requires, any
sublessee or subsublessee of all or substantially all of the demised premises,
as the insureds as their respective interests may appear. Subject to the
provisions hereinafter in this Paragraph set forth, such policies shall be
payable, if the Lessee so requires, to the holder of any mortgage or

<Page>

                                       39

to the Trustee under any deed of trust becoming a lien upon the leasehold estate
hereby created or upon the leasehold estate created by any such sublease or
subsublease as the interest of such holder or such Trustee may appear, pursuant
to a standard mortgagee clause. The loss, if any, under any policies provided
for in this Paragraph shall be adjusted with the insurance companies (a) by the
Lessee and any such sublessee or subsublessee or leasehold mortgagee in the case
of any particular casualty resulting in damage or destruction not exceeding
$250,000 in the aggregate, or (b) by the Lessor and the Lessee and any such
sublessee or subsublessee or leasehold mortgagee in the case of any particular
casualty resulting in damage or destruction exceeding $250,000 in the aggregate.
The loss so adjusted shall be paid (i) to the Lessee in the case of any
particular casualty resulting in a loss payment not exceeding $250,000 in the
aggregate, or (ii) to the Insurance Trustee hereinafter identified and, subject
to the provisions of this Paragraph hereinafter set forth relating to the
application of the proceeds of insurance, to the holder of any mortgage or to
the Trustee under any deed of trust becoming a lien upon the leasehold estate
hereby created to whom loss may be payable, in the case of any particular
casualty resulting in a loss payment exceeding $250,000 in the aggregate. All
such policies of insurance shall provide that the loss, if any, thereunder shall
be adjusted and paid as hereinabove provided. The Insurance Trustee to whom loss
shall be payable as hereinabove set forth shall be such bank or trust company
maintaining its principal office in the Borough of Manhattan, City and State of
New York, as may be designated by the Lessor. The sum payable by the Lessee
hereunder for insurance premiums may, if the Lessee so desires, be made in such
amount as will pay for insurance premiums in companies approved as aforesaid for
such number of years in excess of one year, as the Lessee may elect, and the
amount so paid shall in that case be deemed a payment of the annual

<Page>

                                       40

sum provided for in this Paragraph for the years covered by such insurance. The
Lessee may, if it so elects, furnish policies of insurance covering the risks
specified above with premiums paid, to the Lessor, with loss payable as
aforesaid, in insurance companies approved by the Lessor and to the amounts
above specified, in lieu of the payment for such insurance herein provided for.

     In the event that during the term of this lease the Building shall be
damaged by fire, or by any of the other hazards specified above, then:

               A. In case such damage or destruction shall result in a loss
          payment not exceeding $250,000 in the aggregate under the policies of
          insurance referred to above, the Lessee shall, at its own cost and
          expense, proceed promptly and in a good and workmanlike manner to
          restore the damage so caused, and in case additional moneys shall be
          required to complete said repairs over and above the proceeds of
          insurance, then all such additional moneys shall be paid by the Lessee
          to the end that the Building shall be repaired or restored as nearly
          as possible to the condition the same was in immediately prior to such
          damage, free from liens of every kind. In case the proceeds of
          insurance recovered shall be in excess of the sums required to repair
          or restore the Building as aforesaid, the Lessee shall be entitled to
          such excess.

               B. In case such damage shall result in a loss payment exceeding
          $250,000, the Lessee shall, at its own cost and expense, proceed to
          repair, restore or replace the Building, or such part thereof as shall
          have been damaged or destroyed, and the proceeds of insurance, less
          the reasonable cost, if any, incurred in connection with the
          adjustment of the loss (hereinafter called the "insurance proceeds")
          in the hands of the Insurance Trustee, shall be applied by the
          Insurance Trustee to the payment of the cost of the aforesaid
          restoration,

<Page>

                                       41

          repairs or replacement, including the cost of temporary repairs or for
          the protection of the property pending the completion of permanent
          restoration, repairs or replacement (all such temporary repairs,
          protection of property, and permanent restoration, repairs and
          replacement are hereinafter collectively referred to as the
          "restoration") and may be withdrawn from time to time as such
          restoration progresses upon the written request of the Lessee, which
          shall be accompanied by the following:

                1. A certificate signed by an executive officer of the Lessee
            and signed also as to clause (c) by the architect or engineer in
            charge of the restoration (who shall be selected by the Lessee and
            shall be reasonably satisfactory to the Lessor), dated not more than
            thirty days prior to such request, setting forth the following:

                   (a) that the sum then requested to be withdrawn either has
                been-paid by the Lessee or is justly due to contractors,
                subcontractors, materialmen, engineers, architects or other
                persons (whose names and addresses shall be stated), who have
                rendered services or furnished materials for the restoration,
                and giving a brief description of such services and materials
                and the several amounts so paid or due to each of said persons
                in respect thereof and stating that no part of such expenditures
                has been or is being made the basis for the withdrawal of any
                insurance proceeds in any previous or then pending request, or
                has been paid out of the proceeds of insurance not required to
                be paid to the Insurance Trustee under this Paragraph;

                   (b) that except for the amount, if any, stated in said
                certificate pursuant to the foregoing (a) to be due for services
                or materials, there is no outstanding

<Page>

                                       42

                indebtedness known to the Lessee, after due inquiry, which is
                then due for labor, wages, materials, supplies or other services
                in connection with the restoration;

                   (c) that the cost, as estimated by such architect or
                engineer, of the restoration required to be done subsequent to
                the date of such certificate in order to complete the
                restoration, does not exceed the insurance proceeds remaining in
                the hands of the Insurance Trustee after withdrawal of the sum
                requested in such certificate.

                2. A title company or official search or other evidence
            satisfactory to the Insurance Trustee, showing that there have not
            been filed with respect to the demised premises any vendor's,
            contractor's, mechanic's, laborer's or materialman's statutory or
            similar lien which has not been discharged of record, except such as
            will be discharged upon payment of the sum requested in such
            certificate.

                3. An opinion of counsel stating that the instruments which have
            been or are therewith delivered to the Insurance Trustee conform to
            the requirements of the foregoing clauses 1 and 2 of this paragraph
            and that, upon the basis of such request, the insurance proceeds,
            the withdrawal of which is then requested, may be properly paid
            over under this Paragraph.

     Upon compliance with the foregoing provisions of this Paragraph, the
Insurance Trustee shall, out of the insurance proceeds, pay to the persons named
in said certificate pursuant to the foregoing paragraph l(a) of this Paragraph,
the respective amounts stated in said certificate to be due to them, and shall
pay to the Lessee the amounts stated in said certificate to have been paid by
the Lessee. If the insurance proceeds shall be insufficient to pay the entire

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                                       43

cost of the restoration, the Lessee agrees to pay the deficiency. Upon the
completion of the restoration and payment in full thereof, the whole balance of
insurance proceeds, if any, then remaining in the hands of the Insurance Trustee
may be withdrawn by the Lessee and shall be paid by the Insurance Trustee upon
receipt of a certificate signed by an executive officer of the Lessee dated not
more than ten days prior to such request, setting forth the following:

               (i)    that the restoration has been completed in full;

               (ii)   that all amounts which the Lessee is or may be entitled to
          withdraw under paragraph B of this paragraph have been withdrawn
          thereunder; and

               (iii)  that all amounts for whose payment the Lessee is or may
          become liable in respect of such restoration have been paid in full.

     C. In case such damage or destruction shall occur at any time during the
last five years of the last renewal term of this lease and the estimated cost of
restoration shall exceed $1,000,000, the Lessee shall have the right either to
effect restoration in accordance with the foregoing provisions of this Paragraph
Eighth or to terminate this lease. The Lessee shall make its election so to
restore or terminate by giving notice of such election to the Lessor within 90
days after the date of such damage or destruction. If the Lessee shall elect to
terminate this lease pursuant to this Subparagraph C, this lease shall cease and
come to an end on a date to be specified by the Lessee in such notice of
termination (which date shall be not less than 30 nor more than 60 days after
the date of delivery of such notice). In case of any termination of this lease
pursuant to this Subparagraph C the Lessee shall make all payments of Ground
Rental and additional rent and other charges payable by the Lessee hereunder
(which shall not, however, include any sum required for

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                                       44

the restoration of such destruction or damage) justly apportioned to the date of
such termination and all proceeds of insurance under any policy or policies
required by this Paragraph and received by reason of such destruction or damage
shall be paid to and retained by the Lessor as its own property.

     In the event that a new lease is entered into pursuant to the provisions of
Paragraph Tenth hereof at any time after the occurrence of any damage or
destruction and before the restoration of the Building has been completed, the
provisions of this Paragraph Seventh relating to the application of, and the
right to withdraw, insurance proceeds shall inure to the benefit of any lessee
of such new lease to the extent of insurance proceeds remaining in the hands of
the Insurance Trustee at the time of the expiration of this lease.

     No reduction or diminution shall be made in the rentals and additional
rentals herein provided for, on account of any loss or damage by fire or other
casualty covered by insurance.

     EIGHTH: That the Lessor shall furnish or cause to be furnished to the
Lessee during the term of this lease, such direct current, but not in excess of
the safe capacity of the presently installed service facilities, as may be
required by the Lessee for the operation of elevators, ventilating fans, pumps
and heavy machinery in the demised premises, and the Lessee shall pay monthly to
the Lessor during the term of this lease as an additional rental hereunder, such
sum of lawful money of the United States as the Lessor may from time to time
charge for furnishing such electric current, at reasonable rates and at rates
in no event in excess of the prevailing rates charged for the time being for
similar service in the Borough of Manhattan, City of New York, by the
Consolidated Edison Company of New York, Inc., or such other reputable company
as during the term of this lease shall then be engaged in the business of
furnishing electric current

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                                       45

for lighting and power to the public generally in the Borough of Manhattan, City
of New York. The service herein provided for, however, covers only the
furnishing of electric current from one service switchboard of the standard form
of The New York Central Railroad Company, unless the Lessor shall otherwise
elect, and does not include any of the following: any connection beyond such
switchboard, or care of the installation in the demised premises, or supply of
any electric lamps or trimming of arc lamps therein, or the maintenance of the
installation in the demised premises and of the wires, lamps and other lighting
and power fixtures and facilities therein, all the foregoing excepted items
being assumed by the Lessee under Paragraph Second hereof. The Lessee shall,
without charge therefor, furnish to the Lessor a suitable and sufficient room in
the ground floor of the Building, free from all pipes and other service
facilities, at a location to be designated by the Lessee reasonably appropriate
for the purpose, properly lighted and ventilated and with access thereto at all
reasonable times, for such service connections, meters and switching and
transforming apparatus as may be reasonably required in furnishing the service
herein provided for, and also necessary conduits for a direct run of cables from
the point of entrance of the conduits into the Building to the room above
mentioned. The meter to be provided by the Lessor shall only be such meter or
meters as is required by the Lessor to measure the current furnished to the
demised premises from one service switchboard as aforesaid; any and all meters
desired by the Lessee to measure the current used by the Lessee's tenants shall
be provided by the Lessee.

     Provided, however, that the Lessee shall discontinue the receiving of such
direct current on or before December 31, 1959; and provided, further, that in
the event that the Lessee shall arrange to obtain electric current, whether
direct or alternating, from the Consolidated Edison Company

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                                       46

of New York, Inc., and shall require or deem it advisable to have connections
with the service facilities of the Building in addition to those now maintained
by said company, the Lessor shall permit said company to make such additional
connections at such locations and under such regulations as may be approved by
the Lessor, and the Lessor shall arrange for permission to be granted to the
Consolidated Edison Company of New York, Inc., to install a conduit line with a
connection extending from the nearest available point, as may be reasonably
required by said company to make said additional connections with the service
facilities of the Building at such locations and under such regulations as may
be approved by the Lessor, it being understood that the Lessee shall pay such
portion of the cost of installing such conduit line as shall not be assumed by
the Consolidated Edison Company of New York, Inc.

     That the Lessor shall also furnish, or cause to be furnished, to the Lessee
during the term of this lease, a supply of steam sufficient properly to heat the
demised premises when and as reasonably required by the Lessee, and also a
supply of steam for heating the water for the plumbing facilities in the demised
premises requiring hot water, and the Lessee shall pay monthly to the Lessor
during the term of this lease as an additional rental hereunder, such sum of
lawful money of the United States as the Lessor may from time to time charge for
furnishing such heating medium, at reasonable rates and at rates in no event in
excess of the prevailing rates charged for the time being for like service by
the New York Steam Corporation or such other reputable Company as during the
term of this lease shall then be engaged in the business of furnishing steam for
heating to the public generally in the Borough of Manhattan, City of New York.
The service herein provided for, however, covers only the furnishing of such
heating medium, and does not include any of the following: any reducing valve or
valves or any connections beyond the meter or meters, or care of the pipes,
valves, radiators,

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                                       47

coils and the other heating fixtures and facilities in the demised premises; the
maintenance of the pipes, valves, radiators, coils and other heating fixtures
and facilities therein being assumed by the Lessee under Paragraph Second
hereof. The Lessee shall, without charge therefor, furnish to the Lessor a
suitable and sufficient room in the ground floor of the Building, at a location
to be designated by the Lessee reasonably appropriate for the purpose, properly
lighted and ventilated and with access thereto at all reasonable times, for such
service connections and meters as may be reasonably required in furnishing the
service herein provided for, and shall also provide a direct run of pipes from
the point of entrance of the pipes into the Building to the room above
mentioned. The Lessor shall not be required to furnish more than one heating
connection to the Building for each heating medium furnished. The meter or
meters to be provided by the Lessor shall be only such as may be required by the
Lessor to measure the heating medium furnished to the Building; any and all
meters desired by the Lessee to measure the heating medium used by the Lessee's
tenants shall be provided by the Lessee.

     The Lessee shall make, at its own expense, all necessary provision for the
disposal of condensation from its heating system and devices requiring the use
of steam in a manner approved by the Lessor, or the Lessee may return to the
Lessor such condensation under such conditions as may from time to time be
agreed upon between the Lessor and the Lessee.

     Provided, however, that the Lessee shall, on or before December 31, 1959,
discontinue the receiving of steam required in the demised premises, and in such
event the Lessee shall, at its sole cost and expense, arrange within such period
to obtain steam from the public utility company furnishing such service in the
Borough of Manhattan, City of New York, upon payment by the Lessee of the lawful
charges therefor, or from some source other than as in this Paragraph provided,
as the Lessee shall then determine,

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                                       48

and the Lessor shall thereupon be no longer required to furnish or cause to be
furnished any steam for the demised premises, but the Lessor shall in such case,
upon request of the Lessee, permit the company proposing to furnish such service
to the Lessee to make connections with the service facilities of the Building at
such locations and under such regulations as may be approved by the Lessor,
which approval the Lessor shall not unreasonably withhold.

     NINTH: That the Lessor, its officers, agents and servants, shall have the
right at all reasonable hours and upon reasonable notice to enter upon the
demised premises and every part thereof for the purpose of inspecting and
examining the same, and shall also have the right, but at its own cost and
expense and only to the extent that the same shall not injuriously affect the
Building or the use and enjoyment of the demised premises, by the Lessee, to
make such changes as may from time to time or at any time or times seem
advisable to the Lessor, its successors and assigns, in the supporting
structures of the Building below the planes referred to in sub-divisions (a) to
(f), both inclusive above, and in the location of said supporting structures to
accommodate the changes desired by the Lessor below said planes, and during the
work of making said changes the Lessor shall have the right and is hereby
authorized to enter at reasonable hours and upon reasonable notice upon the
demised premises above said planes and to place therein such temporary shoring
and blocking as may be reasonably required in making said changes, and also to
remove all live loads from the particular supports affected by said changes,
causing as little inconvenience as possible to the occupants, repairing all
injuries done to the demised premises in any such work, in accordance with the
rules and regulations of the Municipal department of the City of New York having
jurisdiction and reimbursing the Lessee for all actual loss to itself or its
tenants (including loss of tenants) of the portions of the demised premises
affected during the progress thereof by such work.

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                                       49

     TENTH: That in case during the term of this lease default be made in the
payment of (i) the Ground Rental or any part thereof when due, or (ii) the
additional rental on account of taxes when due as herein provided, and such
default or defaults in the payment of Ground Rental or such additional rental
shall continue for thirty (30) days after notice of such default specifying the
same shall have been given by the Lessor to the Lessee, then the Lessor, its
successors or assigns, shall have the right, and is hereby authorized, unless
such default or defaults shall have been remedied, to enter upon and take
possession of the demised premises or any part thereof by summary proceedings or
otherwise, as to the Lessor shall seem advisable without being liable in damages
therefor and take and have again the demised premises and every part thereof,
free, clear and discharged of this lease, and of all the rights of the Lessee
hereunder; or the Lessor may, at its option, take such other action or
proceeding in the premises as to it shall seem advisable. Interest at the rate
of six per centum (6%) per annum shall accrue upon any Ground Rental or
additional rentals payable hereunder during the period that payment thereof by
the Lessee may be delayed.

     That in case during the term of this lease the demised premises shall be
abandoned by the Lessee, or default shall be made in the payment of (i) the
Ground Rental or any part thereof when due, or (ii) the additional rental on
account of taxes when due as herein provided, or (iii) any of the other
additional rentals due as herein provided, and such default or defaults shall
continue for sixty (60) days after notice of such default specifying the same
shall have been given by the Lessor to the Lessee, or the Lessee shall fail
after ninety (90) days' written notice from the Lessor to proceed with
reasonable diligence to the performance or observance of any of the other
covenants and agreements herein contained to be observed and performed by the
Lessee, or in case the Lessee shall be declared bankrupt or insolvent according
to law, or an application

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                                       50

for the reorganization of the Lessee under the Bankruptcy Act shall be filed by
or against the Lessee and shall not be dismissed by the Court within ninety (90)
days of such filing, or in case this lease shall be assigned, except as
hereinbefore in Paragraph Third hereof expressly permitted, or shall by
operation of law devolve upon or pass to any corporation, person or persons
other than the Lessee, except as hereinbefore in Paragraph Third hereof
expressly permitted, or in case the Lessee shall after ninety (90) days' written
notice from the Lessor, use or continue to use the demised premises for any
purposes other than as herein authorized, or in case the Lessee shall for the
period of ninety (90) days after notice from the Lessor fail to secure the
satisfaction or discharge of any mechanics' liens or any conditional sales or
chattel mortgages on any materials, fixtures or articles used in the
construction of or appurtenant to the Building (nothing herein, however, shall
require the Lessee to secure the satisfaction or discharge of any conditional
sales or chattel mortgages on any materials, fixtures or articles purchased or
acquired in connection with the power plant or the air conditioning system as to
which permission for financing in such manner is granted by the Lessor in
Paragraph Sixth hereof), the Lessor may in any such event terminate and end this
lease and the term hereof by giving to the Lessee notice in writing to the
effect that this lease and the term hereof will terminate and end on a day to be
named in said notice, which day shall be at least thirty (30) days subsequent to
the day of the service of said notice, and in the event of the service of said
notice, this lease and the term hereof shall terminate and end upon the day
named therein. If upon the termination of this lease as aforesaid, the Lessee or
such corporation, person or persons as shall then be in occupancy of the demised
premises shall fail immediately to surrender possession of the demised premises
to the Lessor, the Lessor may remove the Lessee, its successors, assigns,
subtenants and

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                                       51

under tenants, if there be such, therefrom, by summary proceedings for a holding
over and continuance in possession of the demised premises after the expiration
of the term of this lease, or may otherwise remove the Lessee and such other
parties, if any, therefrom, as to the Lessor may seem advisable.

     The Lessor agrees that simultaneously with the giving of any notice to the
Lessee of the character referred to in the preceding paragraphs of this
Paragraph Tenth it will give a duplicate copy thereof to the holder of any
mortgage and to the Trustee of any deed of trust which may be a lien upon this
lease and the leasehold estate hereby created, and the holder of any such
mortgage or the Trustee under any such deed of trust shall have the right (but
shall not be obligated so to do), within the time and in the manner in said
preceding paragraphs of this Paragraph Tenth provided, to cure any default of
the Lessee with the same effect as if such default had been cured by the Lessee.

     Before giving notice of termination of this lease on account of the Lessee
having been declared bankrupt or insolvent according to law, or by reason of an
application for reorganization of the Lessee under the Bankruptcy Act having
been filed by or against the Lessee and not dismissed by the Court within ninety
(90) days, the Lessor will give the holder of any such mortgage and the Trustee
under any such deed of trust notice of the fact that the Lessee has been
declared bankrupt or insolvent according to law, or that such an application for
reorganization has been filed by or against the Lessee and not dismissed by the
Court, as the case may be, and notice of termination of this lease for such
cause shall not be given unless the holder of such mortgage or the Trustee under
such deed of trust or the holder or holders of bonds or other evidence of
indebtedness issued and outstanding thereunder shall fail to deliver to the
Lessor, within thirty (30) days after notice of such fact shall have been given,
a proper instrument

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                                       52

indemnifying the Lessor against rental loss during such period as the leasehold
may be in the custody of the Court during the pendency of legal proceedings on
account of such bankruptcy, insolvency or application for reorganization.

     In case of the termination of this lease as in this Paragraph Tenth
provided whereby all rights of the Lessee hereunder shall be terminated and at
an end, if at the time of such termination there be a mortgage or deed of trust
upon the leasehold rights of the Lessee under this lease, the Lessor agrees upon
request of the holder of said mortgage or of the Trustee under said deed of
trust, made within sixty (60) days after such termination of this lease, to
execute and deliver to the holder of said mortgage or to said Trustee, or, at
the option of said holder or said Trustee, to a designee or nominee of, or a
corporation created by or for the benefit of, the holder of  said mortgage or
the Trustee under said deed of trust or the holder or holders of bonds or other
evidence of indebtedness issued and outstanding under said deed of trust, a new
lease of the demised premises for a term and upon the terms and conditions
hereinafter set forth, upon the assumption by the holder of said mortgage or
said Trustee, or by such designee, nominee or corporation, as the case may be,
of all the obligations of the Lessee under this lease, including any obligation
of the Lessee with respect to which there shall have been a default existing or
continuing hereunder at the time of such termination, and upon condition that
the holder of said mortgage or said Trustee under said deed of trust or the
holder or holders of said bonds or other evidence of indebtedness shall pay or
cause to be paid to the Lessor all sums then due from the Lessee to the Lessor
under this lease if the same had not been terminated as aforesaid. Said new
lease shall be for the remainder of the term of this lease commencing on the
date of such termination of this lease, at the rentals and additional rentals
and upon the same covenants, conditions,

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                                       53

limitations and agreements as are herein contained, including the covenants in
respect of renewal. If the lessee of said new lease shall be a designee or
nominee of, or a corporation created by or for the benefit of, the holder of any
such mortgage or the Trustee under any such deed of trust or the holder or
holders of bonds or other evidence of indebtedness issued and outstanding
thereunder, the Lessor agrees that the holder of said mortgage or said Trustee
under said deed of trust or the holder or holders of any of said bonds or other
evidence of indebtedness, as the case may be, shall in no event be liable for
the obligations undertaken by the lessee under said new lease, and the Lessor
agrees to look solely to said lessee under said new lease (who shall assume and
agree to perform all of the covenants, conditions and agreements thereof on the
part of the lessee therein to be performed) and not to the holder of said
mortgage or to the Trustee under said deed of trust or to the holder or holders
of said bonds or other evidence of indebtedness, as the case may be, in respect
of any liability of any description assumed or agreed to by said lessee under
said new lease.

     If the Lessee shall sublet the whole or substantially all of the demised
premises, the provisions of the three preceding paragraphs of this Paragraph
Tenth applicable to the holder of any such mortgage or the Trustee under any
such deed of trust shall be applicable to the sublessee, to a leasehold
mortgagee (including in said term a trustee of a deed of trust) of the sublease,
to any lessee (herein called a subsublessee) to which said sublessee shall
further sublet the whole or substantially all of the demised premises and to a
leasehold mortgagee of such subsublease; provided, however, that the provisions
of the immediately preceding paragraph of this Paragraph Tenth shall not be
applicable to a sublessee if the termination of this lease referred to in said
immediately preceding paragraph shall have resulted directly or indirectly from
a default by such sublessee under its sublease, nor shall the provisions of

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                                       54

said paragraph be applicable to a subsublessee if such termination shall have
resulted directly or indirectly from a default by such subsublessee under its
subsublease. In the event that any sublessee or any leasehold mortgagee of any
sublease or any subsublessee or any leasehold mortgagee of any subsublease shall
be entitled to exercise the rights of the holder of a mortgage or the Trustee of
a deed of trust referred to in said immediately preceding paragraph, and if
within the sixty (60) day period specified in said paragraph more than one
request for a new lease shall have been received by the Lessor, priority shall
be given, regardless of the order in which such requests shall be made or
received, to said holder or Trustee if it shall make such request, then to any
sublessee making such request, then to any leasehold mortgagee of a sublease
making such request, then to any subsublessee making such request and then to
any leasehold mortgagee of a subsublease making such request.

     ELEVENTH: That the Lessee shall peaceably give up and surrender possession
of the demised premises and every part thereof unto the Lessor at the expiration
or sooner termination of the term of this lease or renewal term of this lease,
if there be renewal, together with the Building and all the water, gas, electric
lighting, elevator, power, heating, sewer, drainage, plumbing and other fixtures
and facilities in the Building or forming part thereof of the character classed
as real estate and as part of the building, in as good condition and repair as
reasonable use and wear thereof will permit, damage by the elements excepted.

     TWELTH: That the Lessee (provided that there then exists no uncured default
on the Lessee's part to be performed under this lease and with respect to which
default a notice has been served by the Lessor upon the Lessee in accordance
with the provisions of this lease relating thereto), shall have the right, not
earlier than two years

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                                       55

and not later than six months prior to the expiration date of the term of this
lease, to serve upon the Lessor a notice in writing to the effect that the
Lessee elects that this lease shall be renewed for a further term of eleven
years and seven months from the expiration date of the term of this lease. In
the event that (no such uncured default existing) the Lessee shall elect to
renew this lease and shall serve notice of such election as aforesaid, then upon
the expiration of the term hereof, a first renewal lease shall be executed by
and between the parties hereto, whereby the Lessor shall let unto the Lessee,
and the Lessee shall take and hire from the Lessor, the parcel of land above
described, with the exceptions and reservations above set forth, for the term of
eleven years and seven months from the expiration date of the term hereof,
subject to the rights of the Lessor and the Railroad Companies, their and each
of their successors and assigns, in and to the use and possession of the
portions of the parcel of land above described excepted and reserved as
aforesaid, all as herein provided, and at the annual Ground Rental of Three
Hundred Ninety Thousand Dollars ($390,000.00), and at the other additional
rentals herein contained and upon the other terms, covenants, conditions,
limitations and agreements herein contained (including the next succeeding
paragraph of this Paragraph Twelfth), except that said renewal lease shall
provide that upon the expiration of said first renewal term the Lessee shall
have the right to require two further renewals as provided in Paragraph
Thirteenth hereof.

     The Lessor agrees that if the Lessee, for any reason shall fail within the
time limited in this lease, or shall not be entitled, to exercise its right to
renew this lease for any renewal term as herein provided, the Lessor shall
notify the holder of any mortgage or the Trustee of any deed of trust which may
be a lien on this lease and the leasehold estate hereby created that the Lessee
has failed as aforesaid,

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                                       56

or is not entitled, to exercise its right to renew this lease, as the case may
be, and the holder of said mortgage or the Trustee under said deed of trust
shall have the right, by a date not later than thirty (30) days after the giving
of such notice, to elect that this lease be renewed for the relevant renewal
term upon the same terms and conditions and with the same effect as though such
right had been exercised by the Lessee as in this lease set forth, except that
the Lessee shall not be the lessee in said renewal lease and shall have no
obligations thereunder. The lessee in said renewal lease may be a designee or
nominee of, or a corporation created by or for the benefit of, the holder of any
such mortgage, or the Trustee under any such deed of trust or the holder or
holders of bonds or other evidence of indebtedness issued and outstanding
thereunder. The lessee in said renewal lease shall assume all the obligations of
the Lessee under this lease, and if at the date of the commencement of the term
of said renewal lease there is existing or continuing any default upon the part
of the Lessee hereunder in the performance of any of the covenants, conditions,
limitations or agreements of this lease, said renewal lease shall also contain
an express covenant and agreement upon the part of the lessee therein to proceed
promptly and with all due diligence to cure any such default, and failure of the
lessee so to cure any such default within the time and under the conditions as
provided in said renewal lease shall be deemed a cause of default thereunder;
provided, however, that if any such default shall consist of the failure to pay
a sum of money only, then it shall be a condition to the commencement of the
term of said renewal lease that said sum be paid with interest as in this lease
provided on or prior to the date of the commencement of the term of said renewal
lease. If the lessee of the renewal lease shall be a designee or nominee of, or
a corporation created by or for the benefit of, the holder of any such mortgage
or the Trustee under any such

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                                       57

deed of trust or the holder or holders of bonds or other evidence of
indebtedness issued and outstanding thereunder, the Lessor agrees that said
holder of said mortgage or said Trustee under said deed of trust or the holder
or holders of any of said bonds or other evidence of indebtedness, as the case
may be, shall in no event be liable for any obligations undertaken or assumed by
the lessee under said renewal lease, and the Lessor agrees to look solely to
said lessee under said renewal lease and not to the holder of said mortgage or
to the Trustee under said deed of trust, or to the holder or holders of said
bonds or other evidence of indebtedness, as the case may be, in respect of any
liability of any description assumed or agreed to by said lessee under said
renewal lease.

     If the Lessee shall sublet the whole or substantially all of the demised
premises, the provisions of the immediately preceding paragraph of this
Paragraph Twelfth applicable to the holder of any such mortgage or the Trustee
under any such deed of trust shall (to the extent permitted by such sublease) be
applicable to the sublessee, to a leasehold mortgagee (including in said term a
Trustee of a deed of trust) of the sublease, to any lessee (herein called a
subsublessee) to which said sublessee shall further sublet the whole or
substantially all of the demised premises and to a leasehold mortgagee of such
subsublease. In the event that any sublessee or any leasehold mortgagee of any
sublease or any subsublessee or any leasehold mortgagee of any subsublease shall
be entitled to exercise the rights of the holder of a mortgage or the Trustee of
a deed of trust referred to in said immediately preceding paragraph, and if by
the date fixed by the thirty (30) day notice specified in said paragraph more
than one election to renew shall have been received by the Lessor, priority
shall be given, regardless of the order in which such elections shall have been
made or received, to said holder or Trustee if it shall make such election, then
to any sublessee

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                                       58

making such election, then to any leasehold mortgagee of a sublease making such
election, then to any subsublessee making any such election and then to any
leasehold mortgagee of a subsublease making such election.

     Wherever in this Paragraph Twelfth or in Paragraph Thirteenth or Paragraph
Fourteenth hereof it shall be provided that the minimum annual Ground Rental for
any renewal term shall be $390.000 or, as the case may be, the annual Ground
Rental payable during the preceding term, the minimum annual Ground Rental so
specified shall be adjusted to give effect to any reduction in the Ground Rental
during the preceding term resulting from the taking of any portion of the
demised premises by eminent domain.

     THIRTEENTH: (1) That if upon the expiration of the term of this lease, this
lease shall be renewed for a first renewal term as provided in Paragraph Twelfth
hereof, then said renewal lease to be executed in that event shall provide that
upon the expiration of the term of said first renewal lease the Lessee (provided
that there then exists no uncured default on the Lessee's part to be performed
thereunder and with respect to which default a notice has been served by the
Lessor upon the Lessee in accordance with the provisions of said renewal lease
relating thereto), shall have the right, not earlier than two years and not
later than six months prior to the expiration date of said first renewal term,
to serve upon the Lessor a notice in writing to the effect that the Lessee
elects that this lease shall again be renewed for the further term of twenty-one
years from the expiration date of the first renewal term of this lease. In the
event that (no such uncured default existing) the Lessee shall elect again to
renew this lease and shall serve notice of such election as aforesaid, then upon
the expiration of the first renewal term, a second renewal lease shall be
executed by and between the parties hereto, whereby the Lessor

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                                       59

shall let unto the Lessee, and the Lessee shall take and hire from the Lessor,
the parcel of land above described, with the exceptions and reservations above
set forth, for the term of twenty-one years from the expiration date of the
first renewal term, subject to the rights of the Lessor and the Railroad
Companies, their and each of their successors and assigns, in and to the use and
possession of the portions of the parcel of land above described excepted and
reserved as aforesaid, all as herein provided, and at the annual Ground Rental
of Three Hundred Ninety Thousand Dollars ($390,000.00), or such larger amount as
shall be fixed as hereinafter provided in Paragraph Fourteenth hereof, and at
the other additional rentals herein contained and upon the other terms,
covenants, conditions, limitations and agreements herein contained (including
the last paragraph of Paragraph Twelfth hereof), except that said renewal lease
shall provide that upon the expiration of said second renewal term the Lessee
shall have the right to require one further renewal as provided in sub-division
(2) of this Paragraph Thirteenth.

     (2) That if upon the expiration of the first renewal term of this lease,
this lease shall be renewed for a second renewal term as provided in
sub-division (1) of this Paragraph Thirteenth, then said renewal lease to be
executed in that event shall provide that upon the expiration of the term of
said second renewal lease the Lessee (provided that there exists no uncured
default on the Lessee's part to be performed thereunder and with respect to
which default a notice has been served by the Lessor upon the Lessee in
accordance with the provisions of said renewal lease relating thereto) shall
have the right, not earlier than two years and not later than six months prior
to the expiration date of said second renewal term, to serve upon the Lessor a
notice in writing to the effect that the Lessee elects that this lease shall
again be renewed for the further term of twenty-one

<Page>

                                       60

years from the expiration date of the second renewal term of this lease. In the
event that (no such uncured default existing) the Lessee shall elect again to
renew this lease and shall serve notice of such election as aforesaid, then upon
the expiration of the second renewal term, a third renewal lease shall be
executed by and between the parties hereto, whereby the Lessor shall let unto
the Lessee, and the Lessee shall take and hire from the Lessor, the parcel of
land above described, with the exceptions and reservations above set forth, for
the term of twenty-one years from the expiration date of the second renewal
term, subject to the rights of the Lessor and the Railroad Companies, their and
each of their successors and assigns, in and to the use and possession of the
portions of the parcel of land above described excepted and reserved as
aforesaid, all as herein provided, and at the annual Ground Rental equal to the
annual Ground Rental payable during the second renewal term, or such larger
amount as shall be fixed as hereinafter provided in Paragraph Fourteenth hereof
and at the other additional rentals herein contained and upon the other terms,
covenants, conditions, limitations and agreements herein contained (including
the last paragraph of Paragraph Twelfth hereof), except that said renewal lease
shall provide that upon the expiration of said third renewal term the Lessee
shall have no right to require a further renewal lease.

     FOURTEENTH: That in case of the renewal of this lease for a second renewal
term, as provided in Paragraph Thirteenth (1) hereof, if the Lessor shall be of
the opinion that the annual Ground Rental of Three Hundred Ninety Thousand
Dollars ($390,000.00) is less than the proper annual Ground Rental to be paid by
the Lessee during the second renewal term, or in case of the renewal of this
lease for a third renewal term, as provided in Paragraph Thirteenth (2) hereof,
if the Lessor shall be of the opinion that the annual Ground Rental payable
during the

<Page>

                                       61

second renewal term is less than the proper annual Ground Rental to be paid by
the Lessee during the third renewal term, then the Lessor shall, in either such
case, at least four months prior to the expiration date of the renewal term
then expiring, notify the Lessee in writing of the annual sum which in the
opinion of the Lessor would be the proper annual Ground Rental during the
renewal term about to be entered upon. If the Lessee shall not, within thirty
days after the service of such notice, advise the Lessor in writing that the
annual Ground Rental so named by the Lessor is unsatisfactory, then the annual
Ground Rental so named by the Lessor shall be the annual Ground Rental payable
during the renewal term about to be entered upon. If the Lessee shall, within
the thirty days aforesaid, notify the Lessor in writing that the annual Ground
Rental so named by the Lessor is unsatisfactory, then the annual Ground Rental
payable during the renewal term about to be entered upon shall be determined as
hereinafter in this Paragraph provided.

     If the Lessee shall, within the thirty days aforesaid, notify the Lessor in
writing that the annual Ground Rental named by the Lessor is unsatisfactory,
then the full and fair value of the parcel of land above described considered as
unimproved at the commencement of the renewal term about to be entered upon
shall be determined by three arbitrators, one appointed by the Lessor, one
appointed by the Lessee and the third by the arbitrators so appointed, or in
case of the failure of the arbitrators so appointed to agree upon such third
arbitrator within twenty days after their appointment, then such third
arbitrator shall be appointed by the person who is then Presiding Justice of the
Appellate Division of the Supreme Court of the State of New York for the First
Department, or, in case said Appellate Division shall cease to be, by the person
who is then the Senior Justice in point of service of the body exercising the
functions now exercised by such Appellate Division, upon the application of
either of the parties

<Page>

                                       62

hereto upon reasonable notice to the other party; in case the person who shall
be such Presiding Justice (or Senior Justice) shall decline to make such
appointment, then such third arbitrator shall be appointed by such one of the
other Justices of the Appellate Division (or body exercising the functions
thereof) as shall consent to make such appointment, application being made to
said Justices as aforesaid in the order of seniority of service in said Court.
In case either of the parties hereto shall fail to appoint an arbitrator as
aforesaid for the period of twenty days after written notice from the other
party to make such appointment, then the arbitrator appointed by the party not
in default shall appoint the second arbitrator, and the two so appointed shall
select the third arbitrator. The arbitrators on their appointment, after having
been duly sworn to perform their duties with impartiality and fidelity, shall
proceed with all reasonable dispatch to appraise the full and fair value of the
parcel of land above described considered as unimproved (in making such
appraisal, however, the fact that the excepted portions of said parcel of land
are used or are susceptible of use for railroad purposes shall not be deemed to
contribute to the value of said parcel of land considered as unimproved), and
the amount fixed by said arbitrators or by a majority of them as the value of
said parcel of land considered as unimproved as of the time of deciding such
arbitration as aforesaid, or the date of the beginning of the renewal term about
to be entered upon, whichever occurs first, shall be binding and conclusive upon
the parties hereto as the true value of said parcel of land considered as
unimproved, for the purpose of determining the annual Ground Rental payable
hereunder during the renewal term in question. The Lessor and the Lessee shall
each pay the expense of the arbitrator appointed by or for such party, and the
other necessary expenses and costs of any arbitration hereunder shall be borne
equally by the parties hereto.

     In case five per centum of the value of said parcel of land above
described, as such value is determined by the arbitrators

<Page>

                                       63

in respect of the second renewal term, shall be in excess of the sum of Three
Hundred Ninety Thousand Dollars ($390,000.00), the annual Ground Rental payable
hereunder during the second renewal term shall be such annual sum as will equal
five per centum of the value of said parcel of land as fixed by said arbitrators
as aforesaid, and shall be payable in equal monthly installments in advance, and
in case five per centum of the value of said parcel of land as fixed by said
arbitrators as aforesaid shall be equal to or less than the sum of Three Hundred
Ninety Thousand Dollars ($390,000.00), the annual Ground Rental payable
hereunder during the second renewal term shall be the annual sum of Three
Hundred Ninety Thousand Dollars ($390,000.00) and shall be payable as above
provided.

     In case five per centum of the value of said parcel of land above
described, as such value is determined by the arbitrators in respect of the
third renewal term, shall be in excess of the annual Ground Rental payable
during the second renewal term, the annual Ground Rental payable hereunder
during the third renewal term shall be such annual sum as will equal five per
centum of the value of said parcel of land as fixed by said arbitrators as
aforesaid, and shall be payable in equal monthly installments in advance, and in
case five per centum of the value of said parcel of land as fixed by said
arbitrators as aforesaid shall be equal to or less than the annual Ground Rental
payable during the second renewal term, the annual Ground Rental payable
hereunder during the third renewal term shall be such annual sum as will equal
the annual Ground Rental payable during the second renewal term and shall be
payable as above provided.

     FIFTEENTH: That the Lessee on paying the Ground Rental and the additional
rentals and observing and performing the covenants, conditions, limitations and
agreements herein contained on the part of the Lessee to be observed and
performed, all as herein provided, shall and

<Page>

                                       64

may peaceably and quietly have, hold and enjoy the demised premises for the term
aforesaid, subject as herein before provided; and the Lessor covenants and
agrees to comply with all the obligations upon it under its grant from The New
York Central Railroad Company.

     SIXTEENTH: That any notice required to be given to the Lessee under the
terms of this lease may be given by delivering such notice to an officer of the
Lessee or by the mailing of such notice by registered mail to the Lessee,
addressed to the Lessee at the last address of the Lessee furnished by it to the
Lessor for that purpose, or in case of the failure of the Lessee to furnish such
address, then addressed to the Lessee at 420 Lexington Avenue, New York City,
and in all cases where a copy of such notice is required to be given to the
holder of any mortgage and the Trustee of any deed of trust, if any there be,
such notice shall be given to such holder or Trustee and to any sublessee and
any subsublessee and to any leasehold mortgagee of any sublease or subsublease,
if any there be, by registered mail, addressed to each of said parties at the
last address furnished by each of them, to the Lessor for such purpose.

     That any notice required to be given to the Lessor under the terms of this
lease may be given either by delivering such notice to the president, a vice
president, the secretary or the treasurer of the Lessor at 466 Lexington Avenue,
Borough of Manhattan, City of New York, if any such officer of the Lessor can be
readily found at such address, or if such officer cannot be readily found, by
the mailing of such notice by registered mail to the Lessor, addressed to the
Lessor at 466 Lexington Avenue, New York City, and notice given as aforesaid to
the Lessor shall be sufficient service of any such notice hereunder.

     SEVENTEENTH: That the lease between the Lessor and Eastern Offices, Inc.,
dated July 30, 1925, as heretofore modified and extended as above recited, shall
be and

<Page>

                                       65

hereby is declared to be further modified and extended as provided in this
instrument, so that from and after the date hereof this instrument shall be
deemed to express all the terms, covenants, conditions, limitations and
agreements in accordance with which the demised premises shall be held by the
Lessee under lease from the Lessor.

     EIGHTEENTH: This agreement shall inure to the benefit of and be binding
upon the successors and assigns of the respective parties hereto; provided,
however, that no assignment hereof shall be made by the Lessee except upon the
conditions hereinabove provided.

     IN WITNESS WHEREOF, the parties hereto have caused the execution of this
agreement as of the day and year first above written.

                                      NEW YORK STATE REALTY AND TERMINAL COMPANY

                                                By W.R. GRANT
                                                                  VICE PRESIDENT

Attest:

     F. A. GROGAN
           ASSISTANT SECRETARY


                                      WEBB & KNAPP, INC.

                                                By ARTHUR J. PHELAN
                                                           SENIOR VICE PRESIDENT

Attest:

     HARRY V. LETT
            SECRETARY


                                      GRAYSLEE CORPORATION

                                                By ARTHUR J. PHELAN
                                                           SENIOR VICE PRESIDENT
Attest:

     HARRY V. LETT
            SECRETARY

<Page>

                                       66

STATE OF NEW YORK,  )
COUNTY OF NEW YORK, ) ss.:

     On this 30th day of December, 1957, before me personally came W. R. GRANT,
to me known and known to me to be Vice President of the NEW YORK STATE REALTY
AND TERMINAL COMPANY, who being by me duly sworn deposes and says: that he
resides at Orchard Drive, Greenwich, Conn.; that he is Vice President of the NEW
YORK STATE REALTY AND TERMINAL COMPANY, one of the corporations described in
and which executed the foregoing instrument, and knows the corporate seal
thereof; that the seal affixed to the foregoing instrument is the corporate
seal of the NEW YORK STATE REALTY AND TERMINAL COMPANY, and was affixed thereto
by authority of the Board of Directors of said corporation, and that he signed
his name thereto as Vice President by like authority.

                                                    GUNTHER C. HOLPP

                                                        [SEAL]

<Page>

                                       67

STATE OF NEW YORK,  )
COUNTY OF NEW YORK, ) ss.:

     On this 30th day of December, 1957, before me personally came ARTHUR J.
PHELAN, to me known and known to me to be Senior Vice President of WEBB & KNAPP,
INC., who being by me duly sworn deposes and says: that he resides at 88 Summit
Road, Port Washington, N. Y.; that he is Senior Vice President of WEBB & KNAPP,
INC., one of the corporations described in and which executed the foregoing
instrument, and knows the corporate seal thereof; that the seal affixed to the
foregoing instrument is the corporate seal of WEBB & KNAPP, INC., and was
affixed thereto by authority of the Board of Directors of said corporation, and
that he signed his name thereto as Senior Vice President by like authority.

                                                         SOL S. SINGER

                                                             [SEAL]

<Page>

                                       68

STATE OF NEW YORK,  )
COUNTY OF NEW YORK, ) ss.:

     On this 30th day of December, 1957, before me personally came ARTHUR J.
PHELAN, to me known and known to me to be Senior Vice President of GRAYSLER
CORPORATION, who being by me duly sworn deposes and says: that he resides at 88
Summit Road, Port Washington, N. Y.; that he is Senior Vice President of
GRAYSLER CORPORATION, one of the corporations described in and which executed
the foregoing instrument, and knows the corporate seal thereof; that the seal
affixed to the foregoing instrument is the corporate seal of GRAYSLER
CORPORATION, and was affixed thereto by authority of the Board of Directors of
said corporation, and that he signed his name thereto as Senior Vice President
by like authority.

                                                         SOL S. SINGER

                                                             [SEAL]

<Page>

                                       69

                                    CONSENT.

     The New York Central Railroad Company, a corporation of the State of New
York, having its principal office at 575 Broadway, in the City of Albany, State
of New York, does hereby consent to the execution of the foregoing modified
agreement of lease and to the terms thereof which modified agreement of lease is
hereby identified as the instrument referred to as the Ground Lease in the
Grant of Term, dated December 30, 1957, made by The New York Central Railroad
Company to New York State Realty and Terminal Company.

     Dated, New York, December 30, 1957.


                                      THE NEW YORK CENTRAL RAILROAD COMPANY

                                                        BY   J. F. NASH
                                                                VICE PRESIDENT

Attest:

     F. A. GROGAN
           ASSISTANT SECRETARY

<Page>

                                       70

STATE OF NEW YORK,  )
COUNTY OF NEW YORK, ) ss.:

     On this 30th day of December, 1957, before me personally came J. F. Nash,
to me known and known to me to be Vice President of THE NEW YORK CENTRAL
RAILROAD COMPANY, who being by me duly sworn deposes and says: that he resides
at 49 Moore Road, Bronxville, N. Y.; that he is Vice President of THE NEW YORK
CENTRAL COMPANY, the corporation described in and which executed the foregoing
instrument, and knows the corporate seal thereof; that the seal affixed to the
foregoing instrument is the corporate seal of THE NEW YORK CENTRAL RAILROAD
COMPANY, and was affixed thereto by authority of the Board of Directors of said
corporation, and that he signed his name thereto as Vice President by like
authority.

                                                     GUNTHER C. HOLPP

                                                          [SEAL]

<Page>

[GRAPHIC]

<Page>

[GRAPHIC]

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.4
<SEQUENCE>6
<FILENAME>a2091718zex-10_4.txt
<DESCRIPTION>EXHIBIT 10.4
<TEXT>
<Page>

                                                                    EXHIBIT 10.4

================================================================================

                                    SUBLEASE

                                     BETWEEN

                         WEBB & KNAPP, INC. AND GRAYSLER
                                   CORPORATION

                                   AS LANDLORD

                                       AND

                                MARY F. FINNEGAN

                                    AS TENANT

                                   ----------

                            Dated, December 30, 1957.

          Affecting Premises on the Westerly side of Lexington Avenue,
                   253 feet 4-inches Northerly of 42nd Street

================================================================================

     Recorded in the Office of the Register of the City of New York in New York
County on December 31, 1957 in Liber 5024 of Conveyances at Page 430.

     The Landlord's interest in the within Sublease was acquired by Metropolitan
Life Insurance Company by Assignment from Webb & Knapp, Inc. and Graysler
Corporation dated December 30, 1957 and recorded in said Register's Office on
December 31, 1957 in Liber 5024 of Conveyances at Page 613.

     The Tenant's interest in the within Sublease was assigned by
Mary F. Finnegan to Lawrence A. Wien by Assignment dated December 30, 1957 and
recorded in said Register's Office on December 31, 1957 in Liber 5024 of
Conveyances at Page 621.

<Page>

                                TABLE OF CONTENTS

<Table>
<Caption>
                                                                 PAGE
<S>                                                              <C>
                              ARTICLE 1.
Definitions, Demise and Initial Term .....................        1

                              ARTICLE 2.
Rent  ....................................................        6

                              ARTICLE 3.
Payment of Taxes, Assessments, etc. ......................        8

                              ARTICLE 4.
Surrender  ...............................................       12

                              ARTICLE 5.
Insurance ................................................       14

                              ARTICLE 6.
Landlord's Right TO Perform Tenant's Covenants ...........       19

                              ARTICLE 7.
Repairs and Maintenance of the Property, Steam
   and Electricity .......................................       20

                              ARTICLE 8.
Compliance with Laws, Ordinances, etc. ...................       23

                              ARTICLE 9.
Changes and Alterations ..................................       25

                             ARTICLE 10.
Discharge of Liens .......................................       28

                             ARTICLE 11.
Use of Property ..........................................       29
</Table>

<Page>

ii                              TABLE OF CONTENTS

<Table>
<Caption>
                                                                 PAGE
<S>                                                              <C>
                             ARTICLE 12.
Ground Lease .............................................       30

                             ARTICLE 13.
Entry on Property by Landlord, etc. ......................       32

                             ARTICLE 14.
Indemnification of Landlord ..............................       33

                             ARTICLE 15.
Damage or Destruction ....................................       34

                             ARTICLE 16.
Condemnation .............................................       38

                             ARTICLE 17.
Vault Space ..............................................       46

                             ARTICLE 18.
Mortgages, Assignments, Subleases and Transfers
  of Tenant's Interest ...................................       47

                             ARTICLE 19.
Conditional Limitations--Default Provisions ..............       63

                             ARTICLE 20.
Renewal Privileges .......................................       69

                             ARTICLE 21.
Invalidity of Particular Provisions ......................       73

                             ARTICLE 22.
Notices ..................................................       73

                             ARTICLE 23.
Condition of and Title to Property, Quiet Enjoyment ......       74
</Table>

<Page>

                                TABLE OF CONTENTS                            iii

<Table>
<Caption>
                                                                 PAGE
<S>                                                              <C>
                             ARTICLE 24.
Excavation and Shoring ...................................       75

                             ARTICLE 25.
Arbitration and Appraisal ................................       76

                             ARTICLE 26.
Miscellaneous ............................................       78

SCHEDULES:
   A. Description of Grant of Term .......................       82
   B. Description of Ground Lease ........................       83
   C. Schedule for Determination of Amounts
       Payable to Landlord Under Section 16.03 ...........       84
</Table>

<Page>

     THIS LEASE, dated the 30th day of December, 1957, between WEBB & KNAPP,
INC., a corporation duly organized and existing under the laws of the State of
Delware, having an office and place of business at 383 Madison Avenue, New York
17, New York, and GRAYSLER CORPORATION, a corporation duly organized and
existing under the laws of the State of New York, having its office and
principal place of business at 383 Madison Avenue, New York 17, New York,
(hereinafter collectively called the "Landlord") and MARY F. FINNEGAN, residing
at 33-15 84th Street, Jackson Heights, New York, (hereinafter called the
"Tenant").

                              W I T N E S S E T H :

                                    ARTICLE 1

                      DEFINITIONS, DEMISE AND INITIAL TERM

     That for purposes of this lease, unless the context otherwise requires:

          (a) the term "Grant of Term" shall mean instrument described in
     Schedule A annexed hereto;

          (b) the term "Ground Lease" shall mean the instrument described in
     Schedule B annexed hereto;

          (c) the term "Ground Lessor" shall mean the lessor under the Ground
     Lease, and the term "Ground Lessee" shall mean the lessee under the Ground
     Lease;

          (d) the term "Ground Rent" shall mean the rental payable under the
     Ground Lease and therein defined as the "Ground Rental";

          (e) the term "Building" shall have the meaning ascribed thereto in the
     Ground Lease;

          (f) the term "Demised Premises" shall mean the premises in the Borough
     of Manhattan, City and State

<Page>

                                        2

     of New York, demised by the Ground Lease, located generally on the westerly
     side of Lexington Avenue (beginning at a point 253 feet 4 inches northerly
     of 42nd Street) and known as the Graybar Building and by the street address
     420 Lexington Avenue, together with any easements and other rights demised
     or otherwise provided for the benefit of the Ground Lessee under the Ground
     Lease;

          (g) the term "Tenant" shall mean the tenant named herein, and from and
     after any valid assignment of the whole of tenant's interest in this lease
     pursuant to the provisions hereof, shall mean only the assignee thereof;

          (h) the term "Landlord" shall mean only the lessee for the time being
     under the Ground Lease;

          (i) the term "Railroad Company" shall mean the New York Central
     Railroad Company or its successors or assigns as grantor under the Grant of
     Term;

          (j) the term "subtenant" shall mean any tenant or licensee of any
     space in the Demised Premises (other than Tenant or a Total Subtenant); the
     term "sublease" shall mean any lease (other than this Lease or the Ground
     Lease or a total sublease) or other agreement for the use and occupancy of
     any such space; the term "subrent" shall mean any rent or other charge for
     such use or occupancy under a sublease; the term "existing sublease" shall
     mean any sublease made before the date of this lease; and the term "future
     sublease" shall mean any sublease made on or after said date;

          (k) The term "major sublease" shall mean any sublease having a term
     (including renewal options) of 6 years or more or providing for a fixed
     subrent at the rate of $50,000 or more per annum during any year of the
     term thereof. For purposes of this

<Page>

                                        3

     definition, any two or more subleases with the same person, as subtenant,
     shall be deemed to be a single sublease providing for a fixed subrent at
     the aggregate rate per annum specified in such leases;

          (l) the term "total sublease" shall mean a lease made by Tenant of all
     or substantially all of the Demised Premises and the term "Total Subtenant"
     shall mean the tenant under such lease;

          (m) the term "term of this lease" or words of similar import shall
     mean the initial term and any renewal term which has become effective;

          (n) the term "Leasehold Mortgagee" shall mean the holder of a mortgage
     on this lease or the trustee under a deed of trust of this lease securing
     bonds or notes issued by Tenant, and the term "Leasehold Mortgage" shall
     mean any such mortgage or deed of trust.

     That Landlord is the Ground Lessee under the Ground Lease; and

     That Landlord, for and in consideration of the rents, covenants and
agreements hereinafter reserved and contained on the part of Tenant, its
successors and assigns, to be paid, kept and performed, does hereby demise and
lease to Tenant, and Tenant does hereby take and hire from Landlord, the Demised
Premises,

     SUBJECT, however, to the following:

          (1) the Grant of Term;

          (2) the Ground Lease;

          (3) state of facts shown on the survey made by George C. Hollerith,
     dated March 4, 1927, and of J. George Hollerith, dated March 28, 1944
     (using lines of plot set forth in record description) drawn and redated to
     June 1, 1950 by Charles J. Dearing and

<Page>

                                        4

     redated by Earl B. Lovell-S. P. Belcher, Inc., as of September 18, 1953,
     redated November 10, 1955 by Charles J. Dearing and redated by
     Charles J. Dearing May 24, 1957, and any additional state of facts which an
     inspection and more recent accurate survey would show;

          (4) easements granted to the City of New York by instrument recorded
     in the Office of the Register of the County of New York in Liber 193,
     Section 5 of Conveyances, page 38, as amended by instrument recorded in
     said Register's Office in Liber 191, Section 5 of Conveyances, page 478;
     and restrictive agreement recorded in said Register's Office in Liber 3850
     of Conveyances, page 488, as modified by agreements set forth in
     instruments recorded, respectively, in said Register's Office in Liber 3932
     of Conveyances, page 131, and Liber 3983 of Conveyances, page 380;

          (5) Impositions (as defined in Article 3 hereof), accrued or
     unaccrued, fixed or not fixed;

          (6) revocable nature of any rights, easements, licenses or privileges
     to use vaults, areas, tunnels, ramps or structures under streets, avenues
     or sidewalks on which the Demised Premises abut;

          (7) consents or grants prior to the date of this lease for the
     erection of any structures on, under or above said streets or avenues and
     grants, licenses or consents, if any, with respect to public utility lines
     and equipment;

          (8) right to maintain elevators from the Newsreel Theatre beneath the
     Demised Premises, as provided in lease recorded in Liber 3944 of
     Conveyances, page 417, as modified by instrument recorded in Liber 4407 of
     Conveyances, page 477;

          (9) existing subleases and the rights of the subtenants thereunder, it
     being intended that the leasehold estate of Tenant created by this lease
     shall be subject and subordinate to the leasehold estates of said
     subtenants created by said subleases, notwithstanding

<Page>

                                        5

     the provisions of any clause in any such sublease purporting to subordinate
     such sublease and the rights of the subtenant thereunder to ground or
     underlying leases, and Landlord hereby assigns to Tenant for the term of
     this lease all its right, title and interest in and to such existing
     subleases and (subject to any existing assignments thereof) the rents and
     profits due or to become due to Landlord under the provisions thereof.

          (10) building restrictions and regulations in resolution or ordinance
     adopted by Board of Estimate and Apportionment of the City of New York, on
     July 25, 1916, and the amendments and additions thereto, now in force;

          (11) present and future zoning laws, ordinances, resolutions and
     regulations of the City of New York and all present and future ordinances,
     laws, regulations and orders of all boards, bureaus, commissions and bodies
     of any municipal, county, state or federal sovereigns now or hereafter
     having or acquiring jurisdiction of the Demised Premises and the use and
     improvement thereof;

          (12) revocable nature of the right, if any, to maintain marquees or
     signs, beyond the building lines;

          (13) the effect of all present and future municipal, state and federal
     laws, orders and regulations relating to subtenants, their rights and
     rentals to be charged for the use of the Demised Premises or any portion or
     portions thereof;

          (14) violations of law, ordinances, orders or requirements that might
     be disclosed by an examination and inspection or search of the Demised
     Premises by any federal, state or municipal departments or authority having
     jurisdiction, as the same may exist on the date of the commencement of the
     term of this lease;

<Page>

                                        6

          (15) the condition and state of repair of the Demised Premises as the
     same may be on the date of the commencement of the term of this lease;

          (16) any defects of title or encumbrances of record or encroachments,
     existing at the date of the commencement of the term of this lease;

     TO HAVE AND TO HOLD the same, subject as aforesaid, unto Tenant, and,
subject to the provisions hereof, its successors and assigns, for an initial
term of eighteen years, five months and two days commencing on December 30,
1957, and expiring on May 30, 1976, unless this lease shall sooner terminate as
hereinafter provided.

     This lease is made upon the following covenants, agreements, terms,
provisions, conditions and limitations, all of which Tenant covenants and agrees
to perform and observe:

                                    ARTICLE 2

                                      RENT

     SECTION 2.01. Tenant convenants and agrees to pay to Landlord, 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, at Landlord's address
specified in or furnished pursuant to Section 22.01 hereof, during the aforesaid
initial term, a net rental of One Million Six Hundred Twenty Thousand Dollars
($1,620,000) per annum.

     Such net annual rental (hereinafter called the "net rent") shall be in
addition to all other payments to be made by the Tenant as hereinafter provided
and shall be paid in equal monthly installments of One Hundred Thirty Five
Thousand Dollars ($135,000), each in advance on the first day of each calendar
month during the term of this lease; provided, however, that the net rent
payable in respect of the period from the date of commencement of

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                                        7

said initial term to January 1, 1958, shall be Three Thousand Dollars ($3,000)
per diem and shall be paid on said commencement date.

     Tenant covenants and agrees to pay to Landlord, in like coin or currency,
at said address and at least 5 days before the same shall become due under the
Ground Lease, a sum or sums equal to each installment of the Ground Rent;
provided, however, that Landlord may, by written notice, require Tenant to pay
the Ground Rent directly to the Ground Lessor on or before the due date thereof,
in which event Tenant shall furnish to Landlord receipts for such payments.

     SECTION 2.02. It is the purpose and intent of Landlord and Tenant that the
net rent shall be net to Landlord, so that this lease shall yield, net, to
Landlord, the net rent specified in Section 2.01 hereof in each year during the
initial term of this lease and the net rent specified in Article 20 hereof in
each year during each renewal term hereof, if renewed as provided in said
Article 20, and that all costs, expenses and charges of every kind and nature
relating to the Demised Premises (except the taxes of Landlord referred to in
Section 3.02 of Article 3 hereof and any payments on account of interest or
principal under any mortgage or deed of trust which shall be a lien on the fee
of the premises of which the Demised Premises are a part, or on the estate
created by the Grant of Term, or on the leasehold estate created by the Ground
Lease) which may arise or become due during or out of the term of this lease
shall be paid by Tenant, and that Landlord shall be indemnified and saved
harmless by Tenant from and against the same.

     SECTION 2.03. The net rent shall be paid to Landlord without notice or
demand and without abatement, deduction or set-off, except as otherwise
expressly provided in this lease.

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                                        8

     SECTION 2.04. Tenant will pay, as additional rent, and (except as may be
otherwise expressly provided in this lease) without notice, abatement, deduction
or set-off, the Ground Rent and all other sums, Impositions (as defined in
Article 3 hereof), costs, expenses and other payments which Tenant in any of the
provisions of this lease assumes or agrees to pay, and, in the event of any
non-payment thereof, Landlord shall have (in addition to all other rights and
remedies) all the rights and remedies provided for herein or by law in the case
of non-payment of the net rent.

     If Tenant shall pay to Landlord the additional rent payable hereunder in
respect of Ground Rent or Impositions before Landlord shall be required to pay
the same pursuant to the Ground Lease, Landlord agrees to receive and hold the
additional rent so paid in a fiduciary capacity and to apply the same to the
payment of such Impositions and Ground Rent pursuant to the Ground Lease.

                                    ARTICLE 3

                       PAYMENT OF TAXES, ASSESSMENTS, ETC.

     SECTION 3.01. Subject to the provisions of Sections 3.02 and 3.04 hereof,
Tenant shall pay to Landlord, at least 5 days before the last date when the same
may be paid by Landlord pursuant to Paragraph First of the Ground Lease, all
amounts payable by Landlord pursuant to said Paragraph in respect of taxes,
charges, assessments, and water and sewer rents and Tenant shall also pay before
any fine, penalty, interest or cost may be added thereto, or become due or be
imposed by operation of law for the nonpayment thereof, any and all other taxes,
assessments, rents, rates, charges for public utilities, excises, levies, vault
and all other license and permit fees and other governmental charges, general
and special, ordinary and extraordinary, unforeseen and foreseen, of any kind
and nature whatsoever which at any

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                                        9

time prior to or during the term of this lease may be assessed, levied,
confirmed, imposed upon, or grow or become due and payable out of or in respect
of, or become a lien on, the Demised Premises or any part thereof or any
appurtenance thereto, the income received from any subtenant or Total Subtenant,
any use or occupation of the Demised Premises, and such franchises as may be
appurtenant to the use of the Demised Premises, this transaction or any document
to which Tenant is a party creating or transferring an interest or estate in the
Demised Premises, (all such taxes, assessments, rents, rates, excises, levies,
fees and other charges being hereinafter referred to as "Impositions", and any
of the same being hereinafter referred to as an "Imposition").

     SECTION 3.02. Nothing herein contained shall require Tenant to pay income
taxes or corporation franchise or excess profits taxes or estate, inheritance,
succession or transfer taxes or capital levies assessed against or imposed upon
Landlord; provided, however, that if at any time during the term of this lease
the methods of taxation prevailing at the commencement of the term hereof shall
be altered so as to cause the whole or any part of the taxes, assessments,
levies, impositions or charges now or hereafter levied, assessed or imposed on
real estate and the improvements thereon to be levied, assessed and imposed,
wholly or partially on the rents received therefrom, or to be measured by or
based, in whole or in part, upon the Demised Premises and imposed upon Landlord,
then all such taxes, assessments, levies, impositions or charges, or the part
thereof so levied, assessed, imposed, measured or based, shall be deemed to be
included within the term "Impositions" for the purposes hereof, to the extent
that such Impositions would be payable if the Demised Premises were the only
property of Landlord subject to such Impositions, and Tenant shall pay and
discharge the same as herein provided in respect of the payment of Impositions.

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                                       10

     Nothing herein shall require Tenant to pay any portion of the Impositions
in respect of the Demised Premises which shall be payable by the Ground Lessor
except to the extent that Landlord, as Ground Lessee, shall be obligated to pay,
or reimburse the Ground Lessor for the payment of, the same.

     SECTION 3.03. Landlord may, by written notice, require Tenant (a) to pay
directly to the Ground Lessor on or before the due date thereof all amounts
payable by Landlord in respect of Impositions pursuant to Paragraph First of the
Ground Lease, or (b) to pay to Landlord, at least 5 days before the same would
otherwise be payable pursuant to Section 3.01 hereof the amount of any other
Impositions to be paid by Tenant pursuant to said Section. Tenant will furnish
to Landlord, promptly after payment thereof, receipts for all Impositions paid
by Tenant pursuant to this Article to persons other than Landlord. Landlord will
deliver to Tenant copies of any bills or notices received by Landlord with
respect to any Impositions payable by Tenant.

     SECTION 3.04. Tenant shall have the right to contest the amount or
validity, in whole or in part, of any Imposition by appropriate proceedings
diligently conducted in good faith and (if payment of such Imposition would
operate as a bar to such contest or interfere materially with the prosecution
thereof) may postpone or defer payment of such Imposition, provided that

          (a) neither the Demised Premises nor any part thereof would, by reason
     of such postponement or deferment, be in danger of being forfeited or lost,

          (b) such contest (if in respect of any Imposition payable by Landlord
     as Ground Lessee) shall be permitted by the Ground Lease or the Ground
     Lessor, and Tenant shall furnish the Ground Lessor with such indemnities as
     may be required by the Ground Lease or the Ground Lessor,

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                                       11

          (c) such postponement or deferment (if in respect of any Imposition
     payable by Landlord as Ground Lessee) will entitle Landlord, as Ground
     Lessee, to a corresponding postponement or deferment under the Ground
     Lease, and

          (d) in case of any such postponement or deferment, Tenant shall have
     deposited with Landlord the amount so contested and unpaid, together with
     all interest and penalties in connection therewith and all charges that may
     or might be assessed against or become a charge on the Demised Premises or
     any part thereof in such proceedings, or shall have furnished to Landlord
     security reasonably satisfactory to Landlord sufficient to cover said
     amount, interest, penalties and charges.

     Upon the termination of any such proceedings, Tenant shall pay the amount
of such Imposition or part thereof as finally determined in such proceedings,
the payment of which may have been deferred during the prosecution of such
proceedings, together with any costs, fees, interest, penalties or other
liabilities in connection therewith, and, upon such payment, Landlord shall
return, without interest, any amount deposited with it with respect to such
Imposition as aforesaid, or, at the written request of Tenant, Landlord shall
make available to Tenant, upon such reasonable conditions as Landlord may
prescribe, the amount of such deposit for the making of such payment as
aforesaid. If, at any time during the continuance of such proceedings, Landlord
shall deem any amount deposited as aforesaid insufficient, Tenant shall, upon
demand, make an additional deposit, as aforesaid, of such additional sum as
Landlord reasonably may request, and upon failure of Tenant so to do, the amount
theretofore deposited may be applied by Landlord to the payment, removal and
discharge of such Imposition, and the interest and penalties in connection
therewith and any costs, fees or other liability accruing in any such
proceedings, and the balance, if any, shall be returned to Tenant

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                                       12

     SECTION 3.05. Landlord shall not be required to join in any proceedings
referred to in Section 3.04 hereof unless the Ground Lease or the provisions of
any applicable law, rule or regulation at the time in effect shall require that
such proceedings be brought by and/or in the name of Landlord, in which event
Landlord shall join in such proceedings or permit the same to be brought in its
name. Landlord shall not ultimately be subjected to any liability for the
payment of any costs or expenses in connection with any such proceedings, and
Tenant shall indemnify and save harmless Landlord from any such costs and
expenses. Tenant shall be entitled to any refund of any Imposition and penalties
or interest thereon received by Landlord which have been paid by Tenant, or
which have been paid by Landlord but previously reimbursed in full by Tenant,
and which, in either event, shall not be payable to the Ground Lessor.

     SECTION 3.06. Tenant may, in the name of, but without expense to Landlord,
and after 10 days' prior written notice to Landlord, exercise any of the rights
of Landlord provided for in Paragraph FIRST of the Ground Lease with respect to
arbitration of disagreements as to the amount of Impositions payable by the
Ground Lessee.

     SECTION 3.07. Notwithstanding the foregoing provisions of this Article 3,
Tenant shall not be obligated to make any payments in respect of any Impositions
pursuant hereto until the rendition by Landlord to Tenant of a bill therefor,
showing the aggregate amount of such Imposition and the portion thereof payable
by Tenant pursuant hereto.

                                    ARTICLE 4

                                   SURRENDER.

     SECTION 4.01. On the last day of the term hereof or upon any earlier
termination of this lease, or upon any re-entry by Landlord upon the Demised
Premises pursuant

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                                       13

to Article 19 hereof, Tenant shall surrender the Demised Premises, together with
all fixtures and articles of personal property attached to or used in connection
with the operation thereof, into the possession and use of Landlord without
delay and in good order, condition and repair, reasonable wear and tear
excepted, free and clear of all lettings and occupancies other than subleases
permitted by this lease and any existing subleases and free and clear of all
liens and encumbrances other than those, if any, permitted by this lease or
created or consented to by Landlord.

     SECTION 4.02. Where furnished by or at the expense of any subtenant,
furniture, trade fixtures and business equipment (not constituting part of the
Demised Premises) may be removed by Tenant or by such subtenant at or prior to
the termination of its sublease, provided, however, that the removal thereof
will not contravene the provisions of the Ground Lease and that Tenant shall
with due diligence, and without expense to Landlord, cause the Building to be
promptly restored to its condition prior to such removal and cause any injury
due to such removal to be promptly repaired.

     SECTION 4.03. Any personal property of Tenant or any subtenant which shall
remain in the Building after the termination of this lease or any sublease and
the removal of Tenant or such subtenant from the Building, may, at the option of
Landlord be deemed to have been abandoned by Tenant or such subtenant and either
may be retained by Landlord as its property or be disposed of, without
accountability, in such manner as Landlord may see fit.

     SECTION 4.04. Landlord shall not be responsible for any loss or damage
occurring to any property owned by Tenant or any subtenant.

     SECTION 4.05. The provisions of this Article 4 shall survive any
termination of this lease.

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                                       14

                                    ARTICLE 5

                                    INSURANCE

     SECTION 5.01. Tenant, at its sole cost and expense, shall keep the Building
insured, during the term of this lease, against loss or damage by fire,
lightning, windstorm, hail, explosion, riot and civil commotion, aircraft and
vehicles and smoke, and all other available extended coverage (with provisions
for deduction of not more than $50) in an amount which is not less than 100% of
the replacement value of the Building, without any deduction being made for
depreciation, to the extent such insurance is available. Such replacement value
shall be determined from time to time, but not more frequently than once in any
24 consecutive calendar months, at the request of Landlord, by one of the
insurers or, at the option of Landlord, by an appraiser, architect or contractor
who shall be mutually and reasonably acceptable to Landlord and Tenant. No
omission on the part of Landlord to request any such determination shall relieve
Tenant of its obligation hereunder.

     SECTION 5.02. Tenant, at its sole cost and expense, shall maintain:

          (a) comprehensive general public liability insurance against claims
     for bodily injury, death or property damage, occurring thereon, in or about
     the Demised Premises or the elevators or any escalator therein and on, in
     or about the adjoining streets, property and passageways, such insurance to
     afford minimum protection, during the term of this lease, of not less than
     $500,000 in respect of bodily injury or death to any one person, and of not
     less than $2,000,000 in respect of any one accident, and of not less than
     $100,000 for property damage;

          (b) boiler insurance, provided the Building contains a boiler, and, if
     requested by Landlord, plate glass insurance;

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                                       15

          (c) war risk insurance upon the Building as and when such insurance is
     obtainable from the United States of America, or any agency or
     instrumentality thereof, in an amount equal to the lesser of the full
     replacement value thereof or the maximum amount of such insurance
     obtainable;

          (d) rent insurance against loss of rent due to the risks referred to
     in Section 5.01 (including those embraced by available extended coverage)
     in an amount sufficient to prevent Landlord (and Tenant, if named as an
     insured) from being a co-insurer within the terms of the policy or policies
     in question, but in any event in an amount not less than the net rent and
     the estimated additional rent hereunder for 18 months; and in the event
     that the Building shall be destroyed or seriously damaged, Tenant shall
     cause to be deposited with Landlord so much of the proceeds of such
     insurance as shall equal the net rent and estimated additional rent for one
     year, which amount shall be held and applied by Landlord on account of the
     payment of such net rent and additional rent until the restoration of the
     Building, at which time, provided Tenant is not then in default, the
     balance, if any, of such deposit shall be returned by Landlord to Tenant;
     and

          (e) such other insurance, and in such amounts, as may from time to
     time be reasonably required by Landlord against other insurable hazards
     which at the time are commonly insured against in the case of premises
     similarly situated, due regard being given to the height and type of
     building, its construction, use and occupancy.

     Tenant shall not violate or permit to be violated any of the conditions or
provisions of any policy provided for in Section 5.01 or 5.02 and Tenant shall
so perform and satisfy the requirements of the companies writing such

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                                       16

policies that at all times companies of good standing satisfactory to Landlord
shall be willing to write and/or to continue such insurance.

     SECTION 5.03. Tenant may effect for its own account any insurance not
required under the provisions of this lease, but any insurance effected by
Tenant on the Building, whether or not required under this Article 5, shall be
for the mutual benefit of Landlord and Tenant and shall be subject to all other
provisions of this Article 5 and of Article 15 hereof. Tenant shall promptly
notify Landlord of the issuance of any such insurance.

     SECTION 5.04. All insurance provided for in this Article 5 shall be
effected under valid and enforceable policies issued by insurers of recognized
responsibility which are licensed to do business in the State of New York, are
well rated by national rating organizations, and have been approved in writing
by Landlord (such approval not to be unreasonably withheld) and, in the case of
insurance provided for in Section 5.01, by the Ground Lessor. Upon the execution
of this lease, and thereafter not less than 10 days prior to the expiration
dates of the expiring policies theretofore furnished pursuant to this Article 5
or Article 9 hereof, originals of the policies, bearing notations evidencing the
payment of premiums or accompanied by other evidence satisfactory to Landlord of
such payment, shall be delivered by Tenant to Landlord, together (in the case of
any insurance provided for in Section 5.01 hereof) with duplicate copies
thereof.

     SECTION 5.05. All policies of insurance provided for in Sections 5.01 and
5.02 hereof shall name Landlord, and (in the case of those provided for in
Section 5.01) the Ground Lessor, as the insureds, as their respective interests
may appear. Subject to the provisions of the Ground Lease, such policies may
also name Tenant and any Total Subtenant as their respective interests may
appear, and may be made payable to any Leasehold Mortgagee and any

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                                       17

leasehold mortgagee (as defined in Section 18.13 hereof) of a total sublease, as
their interests may appear, pursuant to a standard mortgagee clause. The loss,
if any, under any policies provided for in such Section 5.01 and in paragraphs
(c) and (e) of Section 5.02 shall be adjusted with the insurance companies (a)
by Tenant, in the case of any particular casualty resulting in damage or
destruction not exceeding $100,000 in the aggregate, or (b) by Landlord,
Tenant, any Leasehold Mortgagee, any Total Subtenant and any leasehold mortgagee
of a total sublease, in the case of any particular casualty resulting in damage
or destruction exceeding $100,000 but not exceeding $250,000 in the aggregate,
or (c) by Landlord and (to the extent required or permitted by the Ground Lease)
by the Ground Lessor and/or Tenant and/or any Leasehold Mortgagee, and/or any
Total Sub-tenant and/or any leasehold mortgagee of a total sublease, as their
respective interests may appear, in the case of any particular casualty
resulting in damage or destruction exceeding $250,000 in the aggregate. The
proceeds of any such insurance, as so adjusted, shall be payable:

          (i) to Tenant, in the case of any particular casualty resulting in
     damage or destruction not exceeding $100,000 in the aggregate, or

          (ii) to Landlord (or, at Tenant's election, to an insurance trustee
     which shall be a bank or trust company having its principal office in the
     Borough of Manhattan, City of New York, selected by, and whose charges
     shall be paid by, Tenant) for the purposes set forth in Article 15, in the
     case of any particular casualty resulting in damage or destruction
     exceeding $100,000, but not exceeding $250,000, in the aggregate, or

          (iii) in the case of any particular casualty resulting in damage or
     destruction exceeding $250,000 in the aggregate, either (A) to the
     insurance trustee designated pursuant to Paragraph Seventh of the Ground
     Lease in the case of proceeds of insurance provided

<Page>

                                       18

     for in Section 5.01 hereof or (B) to Landlord (or, at Tenant's election, to
     an insurance trustee selected as provided in clause (ii) of this Section),
     for the purposes set forth in Article 15, in the case of proceeds of
     insurance provided for in Section 5.02 hereof.

All such policies shall provide that the loss, if any, thereunder shall be
adjusted and paid as hereinabove provided. Each such policy shall contain (if
obtainable) a provision that no act or omission of Tenant shall affect or limit
the obligation of the insurance company to pay to Landlord the amount of any
loss sustained and an agreement by the insurer that such policy shall not be
cancelled without at least 10 days' prior written notice to Landlord and {in the
case of policies provided for in Section 5.01) the Ground Lessor.

     SECTION 5.06. If, at any time during the term of this lease, Landlord shall
request that the amount of liability insurance provided by Tenant, as required
by Section 5.02 and paragraph (g) of Section 9.01 hereof, be increased on the
ground that such coverage is inadequate properly to protect the interest of
Landlord, or if Landlord shall require other insurance pursuant to the
provisions of paragraph (e) of Section 5.02, and Tenant shall refuse to comply
with any such request or requirement, the dispute shall be submitted to
arbitration as provided in Article 25 hereof. Tenant shall thereafter carry the
amount, and such kind, of insurance as determined by such arbitration to be
adequate and required, but in no event shall the amount of public liability
insurance be less than the amounts specified in Section 5.02 and in paragraph
(g) of Section 9.01 hereof.

     SECTION 5.07. Upon the expiration of this lease, the unearned premiums upon
any such transferable insurance policies lodged with Landlord by Tenant shall be
apportioned, if Tenant shall not then be in default in the performance of any of
Tenant's covenants, agreements and undertakings in this lease.

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                                       19

                                    ARTICLE 6

                 LANDLORD'S RIGHT TO PERFORM TENANT'S CONVENANTS

     SECTION 6.01. If Tenant shall at any time fail to pay any Imposition in
accordance with the provisions of Article 3 hereof, or to pay for or maintain
any of the insurance policies provided for in Article 5 hereof, or to make any
other payment or perform any other act on its part to be made or performed
hereunder, then Landlord, after 30 days' notice to Tenant (or, if necessary to
avoid a default under the Ground Lease, after 10 days' notice, or, in case of
any emergency, on such notice, or without notice, as may be reasonable under the
circumstances) and without waiving, or releasing Tenant from, any obligation of
Tenant hereunder, may (but shall not be required to):

          (a) pay any Imposition payable by Tenant pursuant to the provisions of
     Article 3 hereof, or

          (b) pay for and maintain any of the insurance policies provided for in
     Article 5 hereof, or

          (c) make any other payment or perform any other act on Tenant's part
     to be made or performed as in this lease provided,

and may enter upon the Demised Premises for the purpose and take all such action
thereon as may be necessary therefor.

     SECTION 6.02. All sums so paid by Landlord and all costs and expenses
incurred by Landlord in connection with the performance of any such act
(together with interest thereon at the rate of 6% per annum from the respective
dates of Landlord's making of each such payment or incurring of each such cost
and expense) shall constitute additional rent payable by Tenant under this lease
and shall be paid by Tenant to Landlord on demand,

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                                       20

and Landlord shall not be limited in the proof of any damages which Landlord may
claim against Tenant arising out of or by reason of Tenant's failure to provide
and keep in force insurance as aforesaid, to the amount of the insurance premium
or premiums not paid or incurred by Tenant and which would have been payable
upon such insurance, but Landlord shall also be entitled to recover as damages
for such breach, the uninsured amount of any loss (to the extent of any
deficiency in the insurance required by the provisions of this lease), damages,
costs and expenses of suit suffered or incurred by reason of damage to, or
destruction of, the Demised Premises, occurring during any period when Tenant
shall have failed or neglected to provide insurance as aforesaid. However, any
amount so recovered by the Landlord for damages to the Demised Premises shall be
subject to the provisions of Article 15 hereof.

                                    ARTICLE 7

                    REPAIRS AND MAINTENANCE OF THE PROPERTY,
                              STEAM AND ELECTRICITY

     SECTION 7.01. During the term of this lease, Tenant, at its sole cost and
expense, will take good care of the Building (including the fixtures and
facilities therein), and the sidewalks, driveways and curbs adjoining the
Building and will maintain and keep the same in good order and condition, and
make all necessary repairs thereto, interior and exterior, structural and
non-structural, ordinary and extraordinary, and foreseen and unforeseen, unless
prohibited by the Ground Lease and not consented to by Ground Lessor. When used
in this Article 7, the term "repairs" shall include all necessary replacements,
renewals, alterations, additions and betterments. All repairs made by Tenant
shall be equal in quality and class to the original work. Nothing in this
Section contained shall obligate Tenant to repair any portion of the Building

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                                       21

excepted from the Demised Premises if and to the extent that the Ground Lessor
is obligated under the Ground Lease to make such repairs at its own cost and
expense without reimbursement from Landlord as Ground Lessee. Without limiting
the generality of the foregoing, Tenant shall cause all windows in the north and
east walls of the Building, including the north wall of the south wing, to be
caulked, and all split, buckled or otherwise damaged slate window sills in the
Building to be replaced, on or before May 1, 1958, and Tenant will, promptly
after written request by Landlord, cause all other windows of the Building to be
caulked, when and if, in Landlord's reasonable judgment, such caulking shall be
necessary.

     SECTION 7.02. The necessity for and adequacy of repairs to the Building
pursuant to Section 7.01 hereof shall be measured by the standard which is
appropriate for buildings of similar construction and class, provided that
Tenant shall in any event make all repairs required to be made by the Ground
Lessee under the Ground Lease.

     SECTION 7.03. Tenant shall maintain all portions of the Building and the
adjacent sidewalks, driveways and curbs in a clean and orderly condition, free
of dirt, rubbish, snow, ice and unlawful obstructions; provided, however, that
Tenant shall not be responsible for the maintenance, lighting, cleaning and
policing of the passageway extending from Lexington Avenue to the Grand Central
Terminal building, but Tenant shall pay to Landlord (or, on Landlord's written
request, to the Railroad Company), promptly upon rendition of bills therefor,
the portion of the expense of such maintenance, lighting, cleaning and policing
which Landlord is required to pay as Ground Lessee under the Ground Lease.

     SECTION 7.04. Landlord shall not be required to furnish any services or
facilities, or to make any repairs or alterations, in or to the Building.

<Page>

                                       22

     SECTION 7.05. Tenant shall, at its own cost and expense, take all action
necessary to obtain directly from the public utility companies furnishing such
service in the Borough of Manhattan, City and State of New York, a sufficient
supply of all electric current and all steam required for any and all purposes
in the Demised Premises. All such arrangements (including the installation, in
accordance with plans and specifications approved by Landlord and the Ground
Lessor, of all mains, pipes, condensate lines, conduits, drip tanks, pumps,
ejectors, meter equipment and other facilities required for the purpose of
obtaining such service and disposing of any condensate therefrom and the
installation of all such rectifiers, motor generators and other equipment, and
the doing of such wiring and other work as may be required to enable Tenant to
use the electric current to be supplied by such public utility company for the
operation of elevators, ventilating fans, pumps and heavy machinery in the
Demised Premises) shall be completed and such service shall commence on or
before January 1, 1959. Without limiting the generality of the foregoing
provisions of this Article, Tenant shall be responsible for the maintenance and
repair of such facilities. Pending the completion of such arrangements and the
commencement of such service, Landlord assigns to Tenant its right to receive
from the Ground Lessor, subject to the provisions of Paragraph Eighth of the
Ground Lease, all such direct current and steam as the Ground Lessor is
obligated to furnish thereunder for the Demised Premises, but Landlord shall not
be responsible for the furnishing of such service except to the extent of
permitting Tenant to take such action, in Landlord's name, as may be required to
enforce said provisions of the Ground Lease.

     SECTION 7.06. During the initial term of this lease, Tenant or any Total
Subtenant shall, upon written request of Landlord, appoint from a list submitted
by Landlord of at least four real estate firms specializing in the management

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                                       23

and operation of high grade office buildings in the Borough of Manhattan, one
such firm to act as its agent in the management of the Demised Premises. After
any such appointment of an agent, Landlord may, upon 30 days' notice, require
Tenant or such a Total Subtenant to replace any such agent by appointment of
another from a list of at least six such firms submitted by Landlord. Tenant or
a Total Subtenant may at any time substitute or replace such appointed agent
with any other agent selected from the last-furnished list.

                                    ARTICLE 8

                     COMPLIANCE WITH LAWS, ORDINANCES, ETC.

     SECTION 8.01. During the term of this lease, Tenant, at its sole cost and
expense, shall promptly comply with all present and future laws, ordinances,
orders, rules, regulations and requirements of all federal, state and municipal
governments, courts, departments, commissions, boards and officers, any national
or local Board of Fire Underwriters, or any other body exercising functions
similar to those of any of the foregoing, foreseen or unforeseen, ordinary as
well as extraordinary, which may be applicable to the Demised Premises and the
sidewalks, curbs and vaults adjoining the Demised Premises or to the use or
manner of use of the Demised Premises or the owners, tenants or occupants
thereof, whether or not such law, ordinance, order, rule, regulation or
requirement shall necessitate structural changes or improvements, or the removal
of any encroachments or projections, ornamental, structural or otherwise, onto
or over the streets adjacent to the Demised Premises, or onto or over other
property contiguous or adjacent thereto.

     SECTION 8.02. Tenant shall have the right to contest by appropriate
proceedings diligently conducted in good faith, in the name of Tenant or
Landlord or both, without cost or expense to Landlord, the validity or
application of

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                                       24

any law, ordinance, order, rule, regulation or requirement of the nature
referred to in Section 8.01 hereof, provided that such contest shall be
permitted by the Ground Lease and Tenant shall have furnished to the Ground
Lessor such indemnity as may be required by the terms of the Ground Lease. If by
the terms of any such law, ordinance, order, rule, regulation or requirement,
compliance therewith pending the prosecution of any such proceeding may legally
be delayed without the incurrence of any lien, charge or liability of any kind
against the Demised Premises or Tenant's leasehold interest therein and without
subjecting Tenant or Landlord to any liability, civil or criminal, for failure
so to comply therewith, Tenant may delay compliance therewith until the final
determination of such proceeding. If any lien, charge or civil liability would
be incurred by reason of any such delay, Tenant nevertheless, with the prior
written consent of Landlord (such consent not to be unreasonably withheld), may
contest as aforesaid and delay as aforesaid, provided that such delay would not
subject Landlord to criminal liability and Tenant (i) furnishes to Landlord
security, reasonably satisfactory to Landlord, against any loss or injury by
reason of such contest or delay, and (ii) prosecutes the contest with due
diligence.

     Landlord shall not be required to join in any proceedings referred to in
this Section unless the Ground Lease or the provisions of any applicable law,
rule or regulation at the time in effect shall require that such proceedings be
brought by and/or in the name of Landlord, in which event Landlord shall join in
such proceedings or permit the same to be brought in its name.

     SECTION 8.03. Without limiting the generality of the foregoing provisions
of this Article 8 or the provisions of Article 7 hereof:

          (a) Tenant shall not suffer, allow or permit the loading of any of the
     floors of the Building, or any

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                                       25

     portion or portions thereof, beyond the weights permitted by the building
     ordinances of the City of New York, as changed from time to time during the
     term of this lease by orders of the municipal authorities having or
     asserting jurisdiction in the premises;

          (b) Tenant shall not construct or allow or permit to be constructed
     any advertising signs upon the roof, walls or windows of the Building or
     any lettering upon the windows, nor shall Tenant permit the windows above
     the floor next above the ground floor, or the windows, if any, in the
     spaces adjoining the passageway from Lexington Avenue to the Grand Central
     Terminal building, to be used for advertising or display purposes, without
     in each case the written consent of Landlord, and (if required by the
     Ground Lease) the written consent of the Ground Lessor first had and
     obtained.

                                    ARTICLE 9

                             CHANGES AND ALTERATIONS

     SECTION 9.01. Tenant will make no alterations or changes in the Building or
any part thereof, except in compliance with the provisions of Paragraph Sixth of
the Ground Lease, and all matters requiring the consent or approval of the
Ground Lessor thereunder shall also require the consent or approval of Landlord,
which consent or approval of Landlord shall not be unreasonably withheld. In
addition to, and without limiting the generality of, the foregoing, Tenant
covenants and agrees that:

          (a) No change or alteration, involving an estimated cost of more than
     $100,000, including any restoration required by Article 15 or 16 hereof,
     shall be made without the prior written consent of Landlord, such consent
     not to be withheld if the change

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                                       26

     or alteration would not in the reasonable opinion of Landlord impair the
     value, rental value, rentability or usefulness of the Building or any part
     thereof.

          (b) No change or alteration shall be undertaken until Tenant shall
     have procured and paid for, so far as the same may be required from time to
     time, all permits and authorizations of all municipal departments and
     governmental subdivisions having jurisdiction. Landlord shall join in the
     application for such permits or authorizations whenever such action is
     necessary, but without any liability or expense to Landlord.

          (c) No structural change or alteration shall be made except in
     accordance with plans and specifications approved in writing by the Ground
     Lessor and Landlord, and such approval by Landlord shall not be
     unreasonably withheld.

          (d) Any change or alteration shall, when completed, be of such a
     character as not to reduce the value, rental value or rentability or
     usefulness of the Demised Premises.

          (e) Any change or alteration shall be made promptly and in a good and
     workmanlike manner and in compliance with all applicable permits and
     authorizations and building and zoning laws and with all other laws,
     ordinances, orders, rules, regulations and requirements of all federal,
     state and municipal governments, departments, commissions, boards and
     officers, any national or local Board of Fire Underwriters, or any other
     body hereafter exercising functions similar to those of any of the
     foregoing.

          (f) The cost of any such change or alterations shall be paid in cash
     or its equivalent so that the Demised Premises shall at all times be free
     of liens for labor and materials supplied or claimed to have been supplied
     to the Demised Premises.

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                                       27

          (g) Workmen's compensation insurance covering all persons employed in
     connection with the work and with respect to whom death or bodily injury
     claims could be asserted against Landlord, Tenant or the Demised Premises,
     and general liability insurance for the mutual benefit of Tenant and
     Landlord with limits of not less than $250,000 in the event of bodily
     injury to one person and not less than $1,000,000 in the event of bodily
     injury to any number of persons in any one accident, and with limits of not
     less than $25,000 for property damage, shall be maintained or caused to be
     maintained by Tenant at Tenant's sole cost and expense at all times when
     any work is in process in connection with any change or alteration. All
     such insurance shall be in a company or companies of recognized
     responsibility, and all policies or certificates therefor issued by the
     respective insurers, bearing notations evidencing the payment of premiums
     or accompanied by other evidence satisfactory to Landlord of such payment,
     shall be delivered to Landlord.

          (h) If the estimated cost of any such change or alteration shall be in
     excess of $100,000, Tenant, before commencement of work, at Tenant's sole
     cost and expense, shall furnish to Landlord a surety company performance
     bond, issued by a surety company acceptable to Landlord, in an amount at
     least equal to the estimated cost of such change or alteration,
     guaranteeing the completion thereof within a reasonable time, free and
     clear of all liens, encumbrances, chattel mortgages, conditional bills of
     sale, and other charges, and in accordance with the plans and
     specifications approved by Landlord or, in lieu of such performance bond,
     other security reasonably satisfactory to Landlord. No performance bond or
     other security shall be required except to the extent that

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                                       28

     such estimated cost exceeds the amounts deposited pursuant to Section 15.02
     or available for the purpose pursuant to Section 16.04 of this lease.

                                   ARTICLE 10

                               DISCHARGE OF LIENS

     SECTION 10.01. Tenant will not create or permit to be created or to remain,
and will discharge, any lien, encumbrance or charge (levied on account of any
Imposition or any mechanic's, laborer's or materialman's lien or any mortgage,
conditional sale, title retention agreement or chattel mortgage, or otherwise)
which might be or become a lien, encumbrance or charge upon the Demised Premises
or any part thereof or the income therefrom, having any priority or preference
over or ranking on a parity with the estate, rights and interest of Landlord in
the Demised Premises or any part thereof or the income therefrom, and Tenant
will not suffer any other matter or thing whereby the estate, rights and
interest of Landlord in the Demised Premises or any part thereof might be
impaired; provided that any Imposition may, after the same becomes a lien on the
Demised Premises, be paid or contested in accordance with Article 3 hereof, and
any mechanic's, laborer's or materialman's lien may be discharged in accordance
with Section 10.02 hereof.

     SECTION 10.02. If any mechanic's, laborer's or materialman's lien shall at
any time be filed against the Demised Premises or any part thereof, Tenant,
within 50 days after notice of the filing thereof, will cause the same to be
discharged of record by payment, deposit, bond, order of a court of competent
jurisdiction or otherwise. If Tenant shall fail to cause such lien to be
discharged within the period aforesaid, then, in addition to any other right or
remedy, Landlord may, but shall not be obligated to, discharge the same either
by paying the amount claimed to

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                                       29

be due or by procuring the discharge of such lien by deposit or by bonding
proceedings, and in any such event Landlord shall be entitled, if Landlord so
elects, to compel the prosecution of an action for the foreclosure of such lien
by the lienor and to pay the amount of the judgment in favor of the lienor with
interest, costs and allowances. Any amount so paid by Landlord and all costs and
expenses incurred by Landlord in connection therewith, together with interest
thereon at the rate of 6% per annum from the respective dates of Landlord's
making of the payment or incurring of the cost and expense shall constitute
additional rent payable by Tenant under this lease and shall be paid by Tenant
to Landlord on demand.

     SECTION 10.03. Nothing in this lease contained shall be deemed or construed
in any way as constituting the consent or request of Landlord, express or
implied by inference or otherwise, to any contractor, subcontractor, laborer or
materialman for the performance of any labor or the furnishing of any materials
for any specific improvement, alteration to or repair of the Demised Premises or
any part thereof, nor as giving Tenant any right, power or authority to contract
for or permit the rendering of any services or the furnishing of any materials
that would give rise to the filing of any lien against the Demised Premises or
any part thereof.

                                   ARTICLE 11

                                 USE OF PROPERTY

     SECTION 11.01. Tenant will use the Demised Premises only for a high-grade
office building, except that the ground floor and floor next above the ground
floor may be used for banks, for trust companies, or for stores, and Tenant
shall not use or permit or allow the Demised Premises or any portion thereof to
be used for any other purpose, without

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                                       30

prior written consent of Landlord and the Ground Lessor. Tenant will not use or
allow the Demised Premises or any part thereof to be used or occupied for any
unlawful purpose or in violation of the Ground Lease or any certificate of
occupancy or certificate of compliance covering or affecting the use of the
Demised Premises or any part thereof and will not suffer any act to be done or
any condition to exist on the Demised Premises or any part thereof or any
article to be brought thereon, which would in any way violate the Ground Lease
or which may be dangerous, unless safeguarded as required by law, or which may,
in law, constitute a nuisance, public or private, or which may make void or
voidable any insurance then in force with respect thereto.

     SECTION 11.02. Tenant will not do or suffer any waste or damage,
disfigurement or injury to the Building or any part thereof.

     SECTION 11.03. Tenant shall not use or permit the use of the Demised
Premises or any part thereof for any purpose which in the reasonable opinion of
Landlord would adversely affect the then value or character of the Demised
Premises. Any dispute between Landlord and Tenant arising under the provisions
of this Section 11.03 shall be submitted to arbitration as provided under
Article 25 hereof.

                                   ARTICLE 12

                                  GROUND LEASE

     SECTION 12.01. This lease is subject and subordinate to all the terms,
covenants and conditions of the Ground Lease and Tenant agrees that it will, at
its cost and expense, promptly perform and observe all obligations of Landlord,
as Ground Lessee thereunder (other than the requirements thereof for the payment
to the Ground

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                                       31

Lessor of the Ground Rent and additional rentals thereunder, to the extent that
the same shall be paid by Tenant to Landlord), and comply with all restrictions
and other requirements of the Ground Lease applicable to the Ground Lessee and
the Demised Premises. Specific references in other Articles of this lease to
compliance with particular requirements of the Ground Lease shall not limit the
generality of the foregoing.

     SECTION 12.02. Landlord covenants and agrees that it will duly pay to the
Ground Lessor each and every installment of Ground Rent and additional rent
under the Ground Lease which Tenant shall have paid hereunder to Landlord.
Landlord further covenants and agrees that it will not do, suffer or permit any
act, condition or thing to occur which would or may constitute a default under
the Ground Lease, except to the extent that such occurrence shall have resulted,
directly or indirectly, from a default hereunder either by Tenant or caused by
any Total Subtenant or any subtenant. Tenant shall have the right to, at any
time or from time to time, but shall not be obligated to, make any such payment
or payments or take any such action as shall be necessary to prevent a default
under the terms of the Ground Lease, and (except to the extent that such default
shall have resulted, directly or indirectly, from a default hereunder by Tenant
or caused by any Total Subtenant or any subtenant), Tenant may thereafter deduct
the amount of any such payment from the next succeeding installment or
installments of net rent or additional rent accruing under this lease, with
interest thereon at the rate of 6% per annum from the date of any such payment.

     SECTION 12.03. Landlord shall not modify or consent to any modification of
the Ground Lease or the Grant of Term except with the prior written consent of
Tenant and any such modification made without such consent shall be null and
void and of no effect so far as Tenant is concerned.

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                                       32

                                   ARTICLE 13

                       ENTRY ON PROPERTY BY LANDLORD, ETC.

     SECTION 13.01. Tenant will permit Landlord and its authorized
representatives to enter the Demised Premises at all reasonable times for the
purpose of (a) inspecting the same and (b) making any necessary repairs thereto
and performing any other work therein that may be necessary by reason of
Tenant's failure to make any such repairs or perform any such other work or to
commence the same for 30 days after written notice from Landlord. Nothing herein
shall imply any duty upon the part of Landlord to do any such work; and
performance thereof by Landlord shall not constitute a waiver of Tenant's
default in failing to perform the same. Landlord may, during the progress of any
such work in the Demised Premises, keep and store therein or elsewhere upon the
Demised Premises all necessary materials, tools, supplies and equipment.
Landlord shall not be liable for inconvenience, annoyance, disturbance, loss of
business or other damage of Tenant, any Total Subtenant or any subtenant by
reason of making such repairs or the performance of any such work, or on account
of bringing materials, tools, supplies and equipment into or through the Demised
Premises during the course thereof and the obligations of Tenant under this
lease shall not be affected thereby.

     SECTION 13.02. Landlord shall have the right to enter the Demised Premises
at all reasonable times during usual business hours for the purpose of showing
the same to prospective purchasers or mortgagees, and, at any time within 2
years prior to the expiration of the initial term of this lease (unless Tenant
theretofore shall have given written notice of its election to renew this lease
as provided in Article 20 hereof) or within 2 years prior to the expiration of
any renewal term of this lease (unless Tenant, if entitled to renew this lease
as provided in Article 20

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                                       33

hereof, theretofore shall have given Landlord written notice of its election so
to renew this lease as therein provided), for the purpose of showing the same to
prospective tenants.

                                   ARTICLE 14

                           INDEMNIFICATION OF LANDLORD

     SECTION 14.01. Tenant will indemnify and save harmless Landlord against and
from all liabilities, obligations, damages, penalties, claims, costs, charges
and expenses, including reasonable architects' and attorneys' fees, which may be
imposed upon or incurred by or asserted against Landlord by reason of any of the
following occurring during the term of this lease:

          (a) any work or thing done in, on or about the Demised Premises or any
     part thereof;

          (b) any use, non-use, possession, occupation, condition, operation,
     maintenance or management of the Demised Premises or any part thereof or
     any street, alloy, sidewalk, curb, vault, passageway or space adjacent
     thereto;

          (c) any negligence on the part of Tenant or any of its agents,
     contractors, servants, employees, sub-tenants, licensees or invitees;

          (d) any accident, injury or damage to any person or property occurring
     in, on or about the Demised Premises or any part thereof or any street,
     alley, sidewalk, curb, vault, passageway or space adjacent thereto;

          (e) any failure by Tenant to perform or comply with any of the
     covenants, agreements, terms or conditions contained in this lease on its
     part to be performed or complied with; or

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                                       34

          (f) any tax attributable to the execution, delivery or recording of
     this lease or any modification hereof.

In case any action or proceeding is brought against Landlord by reason of any
such claim, Tenant upon written notice from Landlord will at Tenant's expense
resist or defend such action or proceeding by counsel approved by Landlord in
writing, such approval not to be unreasonably withheld.

                                   ARTICLE 15

                              DAMAGE OR DESTRUCTION

     SECTION 15.01. In case of casualty to the Building resulting in damage or
destruction exceeding $100,000 in the aggregate, Tenant shall promptly give
written notice thereof to Landlord. Regardless of the amount of any such damage
or destruction, Tenant shall at its sole cost and expense, and whether or not
the insurance proceeds, if any, shall be sufficient for the purpose, restore,
repair, replace, rebuild or alter the Building as nearly as possible to its
value, condition and character immediately prior to such damage or destruction
and in conformity with the requirements of the Ground Lease and the provisions
of Article 9 hereof. Such restoration, repairs, replacements, rebuilding or
alterations shall be commenced promptly and prosecuted, with reasonable
diligence.

     SECTION 15.02. Subject to the provisions of the Ground Lease, all insurance
proceeds received by Landlord or any insurance trustee selected by Tenant
pursuant to Section 5.05 hereof, on account of such damage or destruction, less
the actual cost, fees and expenses, if any, incurred in connection with
adjustment of the loss, shall be applied by Landlord or such insurance trustee
to pay or reimburse Tenant for the payment of the cost of the aforesaid
demolition, restoration, repairs, replacement, rebuilding or alterations,

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                                       35

including the cost of temporary repairs or for the protection of property
pending the completion of permanent restoration, repairs, replacements,
rebuilding or alterations (all of which temporary repairs, protection of
property and permanent restoration, repairs, replacement, rebuilding or
alterations are hereinafter collectively referred to as the "restoration"), and
shall be paid out from time to time as such restoration progresses upon the
written request of Tenant which shall be accompanied by the following:

          (1) A certificate signed by Tenant, dated not more than 30 days prior
     to such request, setting forth the following:

               (A) That the sum then requested either has been paid by Tenant,
          or is justly due to contractors, subcontractors, materialmen,
          engineers, architects or other persons who have rendered services or
          furnished materials for the restoration therein specified, the names
          and addresses of such persons, a brief description of such services
          and materials, the several amounts so paid or due to each of said
          persons in respect thereof, that no part of such expenditures has been
          or is being made the basis, in any previous or then pending request,
          for the withdrawal of insurance money or has been made out of the
          proceeds of insurance received by Tenant, and that the sum then
          requested does not exceed the value of the services and materials
          described in the certificate.

               (B) That, except for the amount, if any, stated (pursuant to the
          foregoing subclause (1) (A)) in such certificate to be due for
          services or materials, there is no outstanding indebtedness known to
          the persons signing such certificate, after due inquiry, which is then
          due for labor, wages, materials, supplies or services in connection
          with such restoration.

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                                       37

Lease, Landlord or such insurance trustee shall, out of such insurance money,
pay or cause to be paid to Tenant or the persons named (pursuant to subclause
(1) (A) of this Section 15.02) in such certificate the respective amounts stated
therein to have been paid by Tenant or to be due to them, as the case may be.

     If the insurance money at the time available for the purpose, less the
actual cost, fees and expenses, if any, incurred in connection with the
adjustment of the loss, shall be insufficient to pay the entire cost of such
restoration, Tenant will pay the deficiency.

     Upon receipt by Landlord or such insurance trustee of satisfactory evidence
of the character required by clauses (1) and (2) of this Section 15.02 and by
the Ground Lease that the restoration has been completed and paid for in full
and that there are no liens of the character referred to therein, any balance of
the insurance money held by Landlord or the insurance trustee selected by Tenant
hereunder or to which Landlord may be entitled pursuant to the Ground Lease
shall be paid to Tenant.

     SECTION 15.03. If, during the last five years of the last renewal term of
this lease, the Building shall be damaged or destroyed by fire or otherwise, and
as a result thereof Landlord shall be entitled to terminate the Ground Lease
pursuant to Paragraph Seventh thereof,

          (a) nothing herein contained shall prohibit the Landlord from
     exercising such right of termination,

          (b) Tenant shall have a corresponding right to terminate this lease;
     and

          (c) in case of any such termination of the Ground Lease by Landlord,
     this lease shall terminate as of a date one day prior to the date of
     termination of the Ground Lease and Landlord shall give Tenant at least 30
     days' prior written notice of the date of such termination.

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                                       38

     In the event of any such termination, any insurance proceeds payable in
respect of such damage or destruction shall be paid over to the Ground Lessor to
the extent required by the Ground Lease and any balance thereof shall be applied
first to the payment of any other amounts owing to the Ground Lessor pursuant to
said Paragraph Seventh and any remaining balance shall be paid to Tenant.

     SECTION 15.04. Except as provided in Section 15.03 hereof, no destruction
of or damage to the Demised Premises or any part thereof by fire or any other
casualty shall terminate or permit Tenant to surrender this lease or shall
relieve Tenant from its liability to pay the full net rent and additional rent
and other charges payable under this lease or from any of its other obligations
under this lease, and Tenant waives any rights now or hereafter conferred upon
it by statute or otherwise to quit or surrender this lease or the Demised
Premises or any part thereof, or to any suspension, diminution, abatement or
reduction of rent on account of any such destruction or damage.

                                   ARTICLE 16

                                  CONDEMNATION

     SECTION 16.01. In the event that the Demised Premises, or any part thereof,
shall be taken in condemnation proceedings or by exercise of any right of
eminent domain, Landlord shall be entitled to collect from any condemnor the
entire award that shall be made with respect to the leasehold estate created by
the Ground Lease and for consequential damages to the Demised Premises, without
deduction therefrom for any estate hereby vested in or owned by Tenant, subject
to Tenant's rights as set forth in this Article 16. Tenant agrees to execute, or
cause to be executed, any and all further documents that may be required in
order to facilitate collection by Landlord of

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                                       39

any and all such awards. Tenant, in cooperation with Landlord, shall have the
right to participate in any condemnation proceedings for the purpose of
protecting Tenant's interest hereunder. For purposes of this Article, any such
taking which shall result in a termination of the Ground Lease (whether by
action of Landlord, by operation of law or otherwise) is referred to as a "Total
Taking"; any such taking which shall not result in a termination of the Ground
Lease is referred to as a "Partial Taking"; and the net amount of any such award
so collected by Landlord in the event of a Total or Partial Taking, after
deducting the expenses mentioned in Section 16.03 hereof, is referred to as the
"Net Award."

     SECTION 16.02. In case of a Total Taking, this lease shall terminate and
expire on the date of termination of the Ground Lease and the net rent shall be
apportioned and paid to such date. In such event, Tenant shall not be entitled
to receive any apportionment of Impositions theretofore paid or payable by
Tenant, except to the extent that apportionment or refund is granted by the
condemnor acquiring the Demised Premises.

     SECTION 16.03. In case of a Total Taking, the rights of Landlord and Tenant
to share in the Net Award shall be as follows and in the following order of
priority:

          (a) In case of any such taking during the initial term of this lease,
     Landlord's share shall be an amount determined in accordance with
     Schedule C attached hereto and made part hereof.

          (b) In case of any such taking during the first renewal term of this
     lease, Landlord's share shall be the greater of (i) 30% of the Net Award or
     (ii) an amount determined by deducting from $6,000,000 the sum of $45,000
     for each 3-month period of said renewal term elapsed prior to the date of
     such Partial Taking.

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                                       40

          (c) In case of any such taking during the second or third renewal term
     of this lease, Landlord's share shall be 30% of the Net Award.

          (d) Tenant shall be entitled to receive any balance of the Net Award
     after all payments have been made to Landlord as provided in paragraphs
     (a), (b) and (c) of this Section 16.03.

There shall be deducted from Landlord's share the aggregate of any amounts
retained by Landlord pursuant to Section 16.04 by reason of any prior Partial
Taking.

     SECTION 16.04. In case of a Partial Taking, Tenant, at its expense, shall
restore the Building to substantially its former condition, to the extent the
same is feasible, in accordance with the provisions of Article 9 hereof. All of
the Net Award shall be held by Landlord and applied and paid over toward the
cost of demolition, repair and restoration, substantially in the same manner and
subject to the same conditions as those provided in Section 15.02 hereof with
respect to insurance and other moneys, and any balance remaining in the hands of
Landlord after payment of such cost of demolition, repair and restoration as
aforementioned, shall be retained by Landlord and the net rent adjusted as
provided in Section 16.05. In the event that the costs of such demolition,
repairs and restoration shall exceed the Net Award, Tenant shall pay the
deficiency.

     SECTION 16.05. In case of a Partial Taking, this lease shall continue, but
the net rent thereafter payable by Tenant shall be apportioned and reduced from
the date of each such partial taking as follows:

          (a) if such taking shall occur during the initial term, by an amount
     equal to 9% per annum of the Net Award as to rent payable for the remaining
     period of the initial term of this lease, and 3% per annum of the

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                                       41

     Net Award as to rent payable during each renewal term of this lease; or

          (b) if such taking shall occur during any renewal term of this lease,
     by an amount equal to 3% per annum of the Net Award as to rent payable
     during the remaining period of said renewal term and during any subsequent
     renewal term.

Any net rent becoming due and payable hereunder between the date of any such
Partial Taking and the date of determination of the amount of the rent
reduction, if any, to be made in respect hereof shall be paid at the rate
theretofore payable hereunder; provided, however, that after such determination
Landlord, within 10 days after request, shall pay to Tenant an amount equal to
the amount by which any net rent theretofore paid by Tenant for such period
shall exceed the amount of the net rent for such period as so reduced or Tenant,
at its election, may deduct such amount from any subsequent installment or
installments of net rent payable hereunder.

     If, in the case of any Partial Taking, more than 20% of the rentable space
in the Demised Premises is so taken, Tenant may elect to purchase from Landlord
all of Landlord's right, title and interest in and to this lease and the Ground
Lease, free and clear of any liens and encumbrances created or suffered by
Landlord, together with any balance of the Net Award (after deducting any
portion thereof theretofore paid over by Landlord to Tenant or at Tenant's
direction on account of the cost of any restoration theretofore made pursuant to
Section 16.04), at a purchase price determined as follows:

          (a) If the Partial Taking occurs during the initial term hereof, the
     purchase price shall be the amount which would have been payable to
     Landlord pursuant to Section 16.03 (a) hereof if such Partial Taking had
     been a Total Taking.

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                                       42

          (b) If the Partial Taking occurs after the initial term hereof, the
     purchase price shall be an amount equal to the greater of 30% of such Net
     Award (prior to any deduction for restoration costs) or 30% of the
     appraised value of Landlord's interest in the Demised Premises (determined
     as of a date immediately prior to such Partial Taking and without deduction
     for the value of the interest therein of Tenant and otherwise pursuant to
     the provisions of Section 25.02 hereof).

Such election to purchase shall be exercised by written notice to Landlord given
within 60 days after the determination of the amount of the Net Award. Within 60
days after receipt of any such notice, Landlord shall assign to Tenant or
Tenant's designee or nominee, against receipt of the purchase price, Landlord's
interest in and to the Ground Lease, this lease and the Net Award; provided,
however, that Landlord shall not be required to make any such assignment if
Tenant shall, at the time, be in default hereunder and shall have been notified
thereof, or if Tenant shall fail to assume Landlord's obligations under the
Ground Lease, or if such assignment and assumption shall not operate to relieve
Landlord of its liabilities and obligations under the Ground Lease. Such
assignment shall be without recourse against Landlord.

     No apportionment of Impositions shall be made in connection with such
assignment except to the extent provided in Section 16.02. The net rent shall be
apportioned to the date of such Partial Taking and Landlord shall refund to
Tenant the amount by which any net rent paid by Tenant beyond said date shall
exceed interest on the purchase price computed from said date to the date of
payment of the purchase price. Said interest shall be computed at the rate of 6%
per annum if the Partial Taking occurs during the initial term, or at the rate
payable on the award by the condemnor if such Partial Taking

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                                       43

occurs during any renewal term. Any funds held by Landlord in which Tenant shall
have an interest shall be turned over to Tenant upon delivery of such
assignment.

     Any dispute between Landlord and Tenant as to whether or not more than 20%
of the Demised Premises shall have been so taken shall be submitted to
arbitration pursuant to Section 25.01.

     SECTION 16.06. Tenant shall not be entitled to share in any award or awards
made in condemnation proceedings for the taking of any appurtenances to the
Demised Premises, vaults, areas or projections outside of the boundaries of the
Demised Premises, or rights in, under or above the streets adjoining said lands,
or the rights and benefits of light, air or access to said streets, or for the
taking of space, or rights therein, below the surface of, or above, the Demised
Premises; provided, however, that any award or compensation received by Landlord
for any such taking shall be applied and paid over, as provided in Section
16.04, toward the cost of such demolition, repair and restoration of the
Building as shall be necessitated by such taking, and any balance remaining in
the hands of Landlord shall be retained by Landlord, and the net rent shall be
reduced and apportioned in the same manner as provided in Section 16.05 with
respect to the balance of the Net Award received and retained by Landlord in the
case of a Partial Taking.

     SECTION 16.07. If the temporary use of the whole or any part of the Demised
Premises shall be taken by any lawful power or authority, by the exercise of the
right of condemnation or eminent domain, or by agreement between Tenant and
those authorized to exercise such right, Tenant shall give prompt notice thereof
to Landlord, the term of this lease shall not be reduced or affected in any way,
Tenant shall continue to pay in full the net rent, additional rent and other
charges herein reserved, without

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                                       44

reduction or abatement, and Tenant shall be entitled to receive for itself any
award or payment made for such use, provided, however, that

          (a) if the taking is for a period not extending beyond the initial
     term or the then current term of this lease and if such award or payment is
     made in a lump sum, the same shall be paid to and held by Landlord as a
     fund which Landlord shall apply from time to time to the payments due to
     Landlord from Tenant under the terms of this lease, except that, if such
     taking results in changes or alterations in the Building which would
     necessitate an expenditure to restore the Building to its former condition,
     then a portion of such award or payment considered by Landlord as
     appropriate to cover the expenses of such restoration shall be retained by
     Landlord, without application as aforesaid, and applied and paid over
     toward the restoration of the Building to its former condition,
     substantially in the same manner and subject to the same conditions as
     those provided in Section 15.02 hereof with respect to insurance and other
     monies, or

          (b) if the taking is for a period extending beyond the initial term or
     the then current term of this lease, such award or payment shall be
     apportioned between Landlord and Tenant as of the stated expiration date of
     such term; Tenant's share thereof shall, if paid in a lump sum, be paid to
     Landlord and applied in accordance with the provisions of paragraph (a) of
     this Section 16.07 and, in case the then current term of this lease shall
     be extended pursuant to Article 20 hereof beyond such then current term,
     Landlord shall from time to time, from and after the commencement of such
     extended term, apply the sums received by it upon such apportionment to the
     payments thereafter due to Landlord from Tenant under the terms

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                                       45

     of this lease; provided, however, that the amount of any award or payment
     allowed or retained for restoration of the Building, shall remain the
     property of Landlord if the lease shall expire prior to the restoration of
     the Building to its former condition.

Tenant shall also pay all fees, costs and expenses of every character of the
Landlord in connection with the eventualities provided for in this Section.
Tenant shall be entitled at the close of each year after any such taking, to
receive any surplus remaining of said award or awards, after making provision
for all payments required pursuant to paragraphs (a) and (b) of this Section
16.07.

     SECTION 16.08. In the case of any taking covered by the provisions of this
Article 16, except as in Section 16.07 provided, Landlord and Tenant shall be
entitled to reimbursement from any award or awards of all reasonable costs, fees
and expenses incurred in the determination and collection of any such awards.

     SECTION 16.09. If the Ground Lessor shall take and use, or permit to be
used, any portion of the Demised Premises pursuant to the Ground Lease, Landlord
shall be entitled to receive and retain any lump sum payment made by the Ground
Lessor pursuant to the Ground Lease on account of the rental value of such
portion so taken, in which event the net rent thereafter payable hereunder shall
be reduced in accordance with the provisions of Section 16.05 with the same
effect as though the amount so retained and received by Landlord had represented
a Net Award received in respect of a Partial Taking. If, however, in lieu of a
lump sum payment to Landlord by reason of such a taking by the Ground Lessor,
the Ground Rental shall be reduced or the Lessee under the Ground Lease shall be
entitled to a credit or offset in respect thereof against the Ground Rental
thereafter payable,

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                                       46

Tenant shall not be entitled to any reduction or abatement of the net rent
hereunder.

     SECTION 16.10. In any case under this Article 16, where Landlord is
required to hold, apply and pay over moneys toward the cost of demolition,
repair or restoration, Tenant may elect to have such moneys paid to a trustee,
which shall be a bank or trust company having its principal office in the
Borough of Manhattan, City of New York, selected by, and whose charges shall be
paid by, Tenant. In such case such trustee shall disburse such moneys
substantially in the same manner and subject to the same conditions as an
insurance trustee disbursing insurance proceeds under Section 15.02 hereof. The
portion of said moneys which Landlord is entitled to retain shall be paid over
to Landlord by said trustee.

                                   ARTICLE 17

                                   VAULT SPACE

     SECTION 17.01. Vaults and areas, if any, now or hereafter built extending
beyond the building line of the Demised Premises are not included within the
Demised Premises, but Tenant may occupy and use the same during the term of this
lease, subject to the Ground Lease and to such laws, permits, rules and
regulations as may be imposed by appropriate governmental authorities with
respect thereto.

     SECTION 17.02. No revocation on the part of any governmental department or
authority of any license or permit to maintain and use any such vault shall in
any way affect this lease or the amount of the rent or any other charge payable
by Tenant hereunder. If any such license or permit shall be revoked, Tenant
will, at its sole cost and expense, do and perform all such work as may be
necessary to comply with any order revoking the same.

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                                       47

                                   ARTICLE 18

                 MORTGAGES, ASSIGNMENTS, SUBLEASES AND TRANSFERS
                              OF TENANT'S INTEREST

     SECTION 18.01. Except as hereinafter otherwise specifically provided:

          (i) neither this lease nor any interest of Tenant in this lease or in
     any sublease, or in any subrents shall be sold, assigned, transferred or
     otherwise disposed of, whether by operation of law or otherwise, nor shall
     the Demised Premises be sublet as an entirety or substantially as an
     entirety; nor

          (ii) shall any of the issued and outstanding capital stock of any
     corporation or corporations owning this lease as Tenant be sold, assigned,
     transferred or otherwise disposed of if such sale, assignment, transfer or
     other disposition will result in vesting the control of such corporation or
     corporations in a person or persons, who was not a stockholder of such
     corporation or corporations at the time such corporation or corporations
     became the owner of this lease, pursuant to the terms hereof; nor

          (iii) shall the interest or interests of any partner in any
     partnership at any time owning this lease as Tenant be sold, assigned,
     transferred or otherwise disposed of, if such sale, assignment, transfer or
     other disposition will result in vesting the control of such partnership in
     persons who were not partners at the time such partnership became the owner
     of this lease, pursuant to the terms hereof;

without the prior written consent of Landlord.

     After January 1, 1963, Landlord's consent to an assignment of Tenant's
interest in this lease or to any of the

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                                       48

transactions mentioned in subsections (ii) and (iii) may not be unreasonably
withheld, provided that, in the case of any such assignment the assignee shall
be a corporation or corporations qualified to do business in the State of New
York or a partnership having at least one general partner who shall be a
resident of the State of New York.

     Pursuant to this Section, Landlord hereby consents to the execution and
delivery of a total sublease to Rose Iacavone substantially in the form
identified as Exhibit D, initialled by the parties hereto and herein referred to
as the "Iacavone Sublease". In the event that the Iacavone Sublease, or any
total sublease subsequently made by Tenant with Landlord's consent, shall be
terminated, whether such termination shall occur before or after January 1,
1963, Landlord agrees that it will not unreasonably withhold its consent to the
making of a new total sublease to a corporation or partnership of the type
referred to in the foregoing paragraph, in substantially the same form as the
Iacavone Sublease, except as to the rent payable under such new total sublease,
which rent shall be at least equal to the net rent and additional rent payable
hereunder and except that such new total sublease may be for a term shorter than
that of the Iacavone Sublease. The credit standing or financial responsibility
of the proposed new Total Subtenant shall not be considered by Landlord in
determining whether to withhold its consent to such new total sublease.

     Not more than one total sublease shall be permitted to exist at any one
time. Not more than one partnership or three corporations may at any one time
constitute the Tenant hereunder or the Total Subtenant under any total sublease.

     No consent by Landlord to an assignment of this lease or any interest
therein and no assignment made as hereinafter permitted, shall be effective
until there shall have been delivered to Landlord an agreement, or a duplicate
original of such assignment containing an agreement, in recordable form,
executed by the assignor and the proposed assignee, wherein and whereby such
assignee assumes due

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                                       49

performance of the obligations on the assignor's part to be performed under this
lease to the end of the term hereof.

     Landlord's consent shall not be required for

          (a) the assignment, transfer or other disposition of Tenant's interest
     in this lease if such assignment, transfer or other disposition shall occur
     as the result of the death or incompetency of any person, or of any partner
     in a partnership, owning this lease as Tenant, nor to an assignment,
     transfer or other disposition of the interest of Tenant in this lease by
     any corporation or corporations or any partnership owning this lease as
     Tenant either to any corporation or corporations qualified to do business
     in New York or to any partnership having at least one general partner
     resident in the State of New York, provided that each stockholder of such
     corporation or corporations or each partner in such partnership to which
     such assignment, transfer or other disposition shall be made shall either
     own stock in such corporation or corporations or have an interest in such
     partnership in an amount which shall be proportionately comparable to the
     amount of stock owned or the interest held by such stockholder or partner
     in the corporation or corporations or the partnership making the
     assignment, transfer or other disposition;

          (b) the assignment, transfer or other disposition of the issued and
     outstanding capital stock of any corporation or corporations owning this
     lease as Tenant occurring as the result of the death, incompetency or
     bankruptcy of any stockholder; or the sale, assignment, transfer or other
     disposition of the issued and outstanding capital stock of any corporation
     or corporations owning this lease as Tenant, provided such sale,
     assignment, transfer or other disposition does not result in vesting the
     control of such corporation or corporations in a person or persons who was
     not

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                                       50

     a stockholder of such corporation or corporations at the time such
     corporation or corporations became the owner of this lease pursuant to the
     terms hereof;

          (c) the assignment, transfer or other disposition of the interest or
     interests of any partner in any partnership at any time owning this lease
     as Tenant occurring as a result of the death, incompetency or bankruptcy of
     such partner; or the sale, assignment or transfer or other disposition of
     the interest of any such partner provided such sale, assignment, transfer
     or other disposition does not result in vesting the control of such
     partnership in one or more persons who were not partners in such
     partnership at the time such partnership became the owner of this lease
     pursuant to the terms hereof; or

          (d) a pledge or hypothecation of issued and outstanding capital stock
     of any corporation or corporations, or of an interest in any partnership,
     owning this lease as Tenant by any stockholder in such corporation or
     corporations, or by any partner in such partnership, to any savings bank,
     bank or trust company or other institution under the supervision of the
     Comptroller of the Currency of the United States or of the Insurance or
     Banking Departments of the State of New York.

     For the purpose of this Section 18.01, "control" of any corporation shall
be deemed to be vested in the person or persons owning more than 50% of the
voting power for the election of the members of the Board of Directors of such
corporation; and "control" of a partnership shall be deemed to be vested in the
person or persons owning more than 50% of the total interest in such
partnership.

     Any assignment of this lease, or of the interest of Tenant hereunder, or
transfer of stock or any interest in any corporation or partnership as
aforesaid, without full

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                                       51

compliance with any and all requirements set forth in this lease shall be
invalid and of no effect against Landlord.

     Upon the making of an effective assignment hereunder and the delivery by
the assignor to Landlord of the agreement of the assignee to assume the
obligations of this lease as aforesaid, all liabilities and obligations on the
part of the assignor accruing after such assignment shall terminate, provided
that upon the effective date of such assignment and thereafter all liabilities
and obligations shall be binding only upon the assignee, but nothing herein
contained shall be construed to release the assignor from any liability or
obligation which accrued prior to the effective date of such assignment. In the
event this lease shall be assigned to a partnership, or to more than one
corporation, all such corporations and all general partners in such partnership
shall assume the obligations of this lease jointly and severally; but upon any
subsequent assignment of this lease by such partnership the liabilities and
obligations of the partners in such partnership shall similarly be terminated.

     SECTION 18.02. Tenant shall have the right to mortgage this lease, to
execute and deliver to a trustee a deed of trust of this lease securing bonds or
notes issued by Tenant, and to assign, pledge or hypothecate this lease as
security for any such mortgage or deed of trust: (a) to a college or university;
or (b) to a pension fund or employees' profit-sharing trust subject to
regulation by the State of New York or any agency thereof; or (c) to a savings
bank, bank, trust or insurance company, or any other monetary or lending
institution, authorized to make leasehold mortgage loans in the State of New
York, organized and existing under the laws of the United States, or any state
thereof, and authorized to do business in the State of New York and under the
supervision of the Comptroller of the Currency of the United States, or of
either the Insurance or Banking Departments of the State of New York. Any one of
the foregoing permitted

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                                       52

mortgagees is hereinafter referred to as an Institution. In connection with an
assignment of this lease as in Section 18.01 of this Article 18 provided, Tenant
may take back a purchase money Leasehold Mortgage as part of the consideration
for such assignment. Except as herein specifically permitted, Tenant shall not,
without the prior written consent of the Landlord, mortgage or pledge the
interest of Tenant in and to this lease or in and to the Demised Premises,
whether by operation of law or otherwise.

     No Leasehold Mortgage shall be binding upon Landlord in the enforcement of
its rights and remedies herein and by law provided, unless and until an executed
counterpart thereof shall have been delivered to Landlord, notwithstanding any
other form of notice, actual or constructive. Any Leasehold Mortgage shall be
specifically subject and subordinate to the rights of Landlord hereunder,
including specifically, but without limitation, the rights of Landlord under
Section 18.10 hereof. Any mortgage on this lease or the interest of Tenant
hereunder without full compliance with any and all requirements hereunder shall
be invalid and no effect against Landlord. The consent by Landlord to a
Leasehold Mortgage as hereinabove provided, may be conditioned at the option of
Landlord, upon the inclusion of a clause in the leasehold mortgage substantially
to the effect that: (i) the Leasehold Mortgagee, prior to the institution of any
proceedings to foreclose any mortgage, or negotiations to accept an assignment
in lieu of a foreclosure, shall notify Landlord in writing to that effect,
(ii) Landlord shall have the right within 20 days after the giving of such
notice to purchase the mortgage and the indebtedness which it secures, at a
purchase price equal to the full amount then owing to the Leasehold Mortgagee
under said mortgage and the indebtedness which it secures, including interest
accrued and unpaid and statutory costs and allowances in the event any
foreclosure proceedings shall have commenced. No more than one Leasehold
Mortgage on this lease and no more than one leasehold

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                                       53

mortgage on any total sublease shall be permitted to exist at any one time.

     SECTION 18.03. Any Consent by Landlord to a sale, assignment, total
sublease, mortgage, pledge, hypothecation, transfer of stock, or transfer of
this lease, shall apply only to the specific transaction thereby authorized and
shall not relieve Tenant from the requirement of obtaining the prior written
consent of Landlord to any further sale, assignment, mortgage, total sublease,
pledge, hypothecation, transfer of stock as aforementioned, or other transfer of
this lease. In instances where the consent of Landlord to any such transaction
may not be unreasonably withheld, then, contemporaneously with the request of
Tenant for such consent, Tenant shall submit, in writing, information reasonably
sufficient to enable Landlord to decide with respect thereto. The failure of
Landlord to reply within a period of 30 days after receipt of any such request
(or 10 days in the case of a request for consent to the making of a new total
sublease) shall be deemed to constitute the refusal of Landlord to grant
consent. The written refusal by Landlord to so consent, or Landlord's failure to
reply within such period shall, at the election to Tenant, constitute a dispute
to be determined by arbitration as provided in Article 25 hereof. The
arbitration of any such dispute, as herein provided, shall constitute the sole
remedy available to the parties with respect to any such refusal of consent.

     SECTION 18.04. If a Leasehold Mortgagee shall have given to Landlord,
before any default shall have occurred under this lease, a written notice,
specifying the name and address of such mortgagee, Landlord shall give to such
Leasehold Mortgagee a copy of each notice of default by Tenant at the same time
as and whenever any such notice of default shall thereafter be given by Landlord
to Tenant, addressed to such Leasehold Mortgagee at the address last furnished
to Landlord which address

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                                       54

shall (unless otherwise approved by the Landlord or except in the case of an
Institution) be in the Borough of Manhattan, City and State of New York. No such
notice by Landlord shall be deemed to have been given unless and until a copy
thereof shall have been so given to such Leasehold Mortgagee. Landlord will
accept performance by any such Leasehold Mortgagee of any convenant, condition,
or agreement on Tenant's part to be performed hereunder with the same force and
effect as though performed by Tenant, if the same shall be adequate for purposes
of compliance with the Ground Lease and if, at the time of such performance,
Landlord shall be furnished with evidence reasonably satisfactory to Landlord of
the interest in the lease claimed by the person tendering such performance.

     SECTION 18.05. In case of termination of this lease by reason of the
happening of any Event of Default, Landlord shall give notice thereof to any
Leasehold Mortgagee who shall have notified Landlord of its name and address
pursuant to Section 18.04 hereof, which notice shall be addressed to such
Leasehold Mortgagee at the address last furnished to Landlord as above provided.
Landlord shall, on written request of such Leasehold Mortgagee made any time
within 30 days after the mailing of such notice, execute and deliver a new lease
of the Demised Premises to such Leasehold Mortgagee, or its designee or nominee,
for the remainder of the term of this lease, at the net rent and additional rent
and upon the covenants, conditions, limitations and agreements herein contained,
including the covenants in respect to renewals, provided that such Leasehold
Mortgagee shall have paid to Landlord all rent, additional rent and other
charges due under this lease up to and including the date of the commencement of
the term of such new lease, together with all expenses, including reasonable
attorney's fees, incident to the execution and delivery of such new lease, but
nothing herein contained shall be deemed to impose any obligation on the

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                                       55

part of the Landlord to deliver physical possession of the Demised Premises to
such Leasehold Mortgagee. Any such designee or nominee of a Leasehold Mortgagee
shall be a corporation qualified to do business in the State of New York.

     SECTION 18.06. No Leasehold Mortgagee shall be entitled to become the owner
of this lease by foreclosure, or by assignment in lieu of foreclosure, unless
such Leasehold Mortgagee, or its designee or nominee, shall first have delivered
to Landlord an assumption agreement, executed in recordable form, wherein and
whereby such Leasehold Mortgagee, assumes the performance of all the terms,
covenants and conditions of this lease.

     SECTION 18.07. Nothing herein contained shall prevent Tenant from
subletting portions (constituting less than all or substantially all) of the
Demised Premises, provided that each such sublease shall be subject and
subordinate to this lease and to the rights of Landlord hereunder. Any total
sublease shall also be expressly subject and subordinate to this lease and to
the rights of Landlord hereunder and, subject to the provisions of Section 18.13
hereof, shall be expressly terminable at the sole election of Landlord upon the
termination of this lease.

     SECTION 18.08. Tenant shall furnish Landlord with fully executed or
photo-copies of any total sublease and all subleases of space in the Demised
Premises and with such information with respect thereto as Landlord may
reasonably require and, in the case of a total sublease shall furnish Landlord
with 10 additional copies thereof. Tenant shall deliver, or cause any Total
Subtenant to deliver, to Landlord, in duplicate, within 90 days after the end of
each fiscal year of Tenant or of the Total Subtenant, as the case may be, a
statement of income and expenses for such fiscal year, and a rent schedule
showing all subleases and the duration of the respective terms thereof, with
respect to the operation of the Demised Premises,

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                                       56

which statement shall be certified by an independent certified public
accountant. Such statement shall be accompanied by a statement of the names and
addresses of all stockholders in any corporation or partners in any partnership
holding this lease or any total sublease, showing the number of shares of stock
owned by each stockholder of such corporation, or the respective interests of
the partners in such partnerships, as the case may be; provided, however, that,
if at any time during the term of this lease any corporation holding this lease
or any total sublease is an Institution, or if the stock of any corporation
holding this lease or any total sublease is listed on any recognized Stock
Exchange, then a list of its stockholders shall not be required. If more than
one corporation holds this lease or any total sublease, such statement shall be
made by an officer of each such corporation.

     SECTION 18.09. Tenant shall perform and observe each and every term and
condition to be performed or observed by the sublessor under all existing and
future subleases and shall and does hereby indemnify and agree to hold Landlord,
harmless from any and all liabilities, claims and causes of action arising
thereunder.

     SECTION 18.10. Effective as of date of the happening of an Event of
Default, Tenant hereby assigns to Landlord all of its right, title and interest
in and to all present and future subleases and total subleases and all rents due
and to become due thereunder. After the effective date of such assignment,
Landlord shall apply any net amount collected by it from subtenants or any Total
Subtenant to the rent or additional rent due under this lease. No collection of
rent by Landlord from an assignee of this lease or from a subtenant or any Total
Subtenant shall constitute a waiver of any of the provisions of this Article 18
or an acceptance of the assignee, subtenant or Total Subtenant as a tenant or a
release of Tenant from performance by Tenant of its obligations under this
lease.

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                                       57

In the event of the failure of any Subtenant to pay sub-rent to Landlord
pursuant to the foregoing assignment after the happening of an Event of Default,
any such rent thereafter collected by Tenant or any Total Subtenant shall be
deemed to constitute a trust fund for the benefit of Landlord.

     Tenant shall not directly or indirectly collect or accept any payment of
rent (other than additional rent) under any sublease or total sublease more than
three months in advance of the date when the same shall become due, and such
rent, in the case of any future sublease or total sublease, shall be payable at
least every three months; provided, however, that any sublease of a store may
require the subtenant thereunder to make a rent security deposit in an amount
not exceeding ten per cent of the aggregate sub-rent reserved for the term of
such sublease.

     SECTION 18.11. Tenant assumes and shall be responsible for and liable to
Landlord, for all acts and omissions on the part of any present or future
subtenant, and any violation of any of the terms, provisions or conditions of
this lease, whether by act or omission, by any subtenant or Total Subtenant
shall constitute a violation by Tenant. Wherever Landlord's consent is required
to the taking of any action by Tenant under this Article 18, Landlord's consent
shall also be required to the taking of any corresponding action by a Total
Subtenant. In no event shall a Total Subtenant be entitled to make a further
total sublease.

     SECTION 18.12. Tenant shall not modify any major sublease or any total
sublease so as to reduce the rent, shorten the term, or otherwise adversely
affect to any material extent the rights of the lessor thereunder, or permit
cancellation or accept the surrender of any such sublease, without the prior
written consent of Landlord in each instance, which consent shall not be
unreasonably withheld; provided, however, that, in the case of any major

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                                       58

sublease covering one or more full floors in the Building and any additional
diversified smaller portions of space in the Building, such sublease may be
modified in order to substitute new space in the Building for some or all of the
diversified smaller space previously covered by such sublease if (a) the terms
thereof, as so modified, shall not be otherwise modified except that provision
may be made for an increase in the annual rental and for the redecoration of the
new space in accordance with the standards then in effect for redecorating space
in the Building demised to other tenants, and (b) no major sublease to any other
subtenant shall be cancelled or modified in connection with such transaction;
and provided further that Tenant may, without consent of Landlord, permit the
cancellation or accept the surrender of any total sublease or shorten the term
thereof or reduce the rent thereunder to an amount not less than the net rent
and additional rent hereunder. In addition to being subject and subordinate to
the terms of this lease, as required by the provisions of Section 18.07 hereof,
each major sublease made after the date of this lease shall contain a specific
provision to the effect that such sublease may not be modified or amended so as
to reduce the rent or shorten the term, or otherwise adversely affect to any
material extent the rights of the lessor thereunder, or be cancelled or
surrendered without the prior written consent, in each instance, of Landlord.

     Each future sublease shall also contain an agreement on the part of the
subtenant to the effect that such sublease shall not terminate or be terminable
by the subtenant thereunder by reason of any termination of this lease or of any
total sublease, except that in case of the institution of any summary or other
proceeding by Landlord, any sublease made after the date of this lease may be
terminated if the subtenant thereunder is name by Landlord as a party, and
served with process, in any such proceeding for possession of the Demised
Premises or the space occupied by such subtenant, and a warrant or judgement for
possession of such space is issued in such proceeding. Each future sublease
shall contain an agreement on the part of the subtenant to the effect that
Landlord shall be given notice of, and a reasonable opportunity to cure, any
default on the part of the lessor under such sublease.

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                                       59

     Notwithstanding the provisions of Section 18.11 hereof, if any Total
Subtenant, in violation of the provisions of its total sublease, shall have
executed and delivered a sublease which shall not conform to the requirements of
this Section 18.12 or Section 18.07 hereof, Tenant shall not be deemed to be in
default hereunder by reason of such default by the Total Subtenant, either (a)
if such default by the Total Subtenant shall have been cured within 30 days
after Landlord shall have notified Tenant of such default by the Total
Subtenant, or (b) if Tenant shall have commenced proceedings to terminate such
total sublease within 10 days after the expiration of such 30 day period and
shall have thereafter diligently prosecuted such proceedings to completion.

     SECTION 18.13. The provisions of Sections 18.04, 18.05, 18.06 and the last
paragraph of Section 18.02 hereof applicable to Leasehold Mortgagees shall be
applicable to a Total Subtenant and to a leasehold mortgagee (including in said
term a trustee of a deed of trust securing an issue of bonds or notes issued by
the Total Subtenant) of a total sublease; provided, however, that the provisions
of Section 18.05 hereof shall not be applicable to a Total Subtenant if the
Event of Default referred to in said Section 18.05 shall have resulted, directly
or indirectly, from a default by such Total Subtenant under its total sublease,
and provided further that the net rent and additional rent payable under any new
lease of the Demised Premises to such Total Subtenant or leasehold mortgagee
shall be increased to an amount equal to the fixed or basic rent and additional
rent (other than rent based on a percentage of income) payable under such total
sublease.

     In the event that any Total Subtenant or any leasehold mortgagee of any
total sublease shall be entitled to exercise the rights of a Leasehold Mortgagee
under Section 18.05, and if, within the 30 day period specified in Section 18.05
more than one request for a new lease shall have been received by Landlord,
priority shall be given (regardless of the order in which such requests shall be
made or received) to any Leasehold Mortgagee of this lease making such a
request, then to any Total Subtenant making such a request and then to any
leasehold mortgagee of a total sublease making such a request.

     SECTION 18.14. Landlord agrees that if is shall execute and deliver a
mortgage or deed of trust of the Ground

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Lease as referred to in Paragraphs Third and Tenth thereof, it shall require the
holder of each such mortgage or the trustee under each such deed of trust to
covenant and agree in the mortgage or deed of trust that if such holder or
trustee or the designee of either shall obtain a new lease as provided in said
Paragraphs Tenth or shall renew the Ground Lease and become the lessee
thereunder as provided in Paragraph Twelfth thereof then, provided that no Event
of Default shall be in existence at the time of the termination of the Ground
Lease and/or at the time when such new lease or renewal lease, as the case may
be, is obtained by such holder, such holder, trustee or designee shall,
simultaneously with the execution and delivery of such new lease or renewal
lease, as the case may be, enter into a new lease with Tenant, without cost or
expense to such holder, trustee or designee, for the remainder of the term of
this lease or for the corresponding renewal term of this lease, as the case may
be, and at the net rent and additional rent and upon the covenants, conditions,
limitations and agreements contained herein including the covenants in respect
to renewals.

     SECTION 18.15. Notwithstanding the provisions of Article 10, paragraphs (f)
and (h) of Section 9.01 and Section 18.01 hereof, but subject in other respects
to the provisions of Article 9 hereof and subject to compliance with all
applicable provisions of the Ground Lease, Tenant or any Total Subtenant may, in
connection with the installation of air-conditioning in any office space in the
Building (i) make a chattel mortgage or mortgages upon any air-conditioning
facilities required for the purpose, or assign or pledge a portion of the
subrent payable under any sublease of the space to be air-conditioned, in either
case in order to secure the repayment of a loan obtained to finance not more
than the cost of such air-conditioning installation (including necessary related
alterations and redecorating), or (ii) purchase the necessary equipment for any
such air-conditioning facilities under a conditional sale contract or contracts;
provided, however, that

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     (1)  prior to the taking of any such action, Tenant or such Total Subtenant
shall have submitted to Landlord a written proposal for the air-conditioning of
such space, which proposal shall

          (a) include preliminary plans and outline specifications for, and an
     estimate of the cost of, the proposed installation,

          (b) be conditioned upon an increase in (i) the net rent hereunder, and
     (ii) the basic or fixed rent payable under any total sublease, in each case
     by the amount necessary to amortize the cost of such installation and to
     yield 6% per annum on the unamortized balances of such cost over a period
     of not more than ten years which period, however, shall not extend beyond
     the date of expiration of any sublease referred to in paragraph (c) below,
     and

          (c) be further conditioned upon an increase in the subrent payable
     under any and all subleases covering such space, by an amount at least
     sufficient to amortize the cost of such installation and to yield at least
     6% per annum on the unamortized balances of such cost over the period
     referred to in paragraph (b) above;

and Landlord shall have failed or refused, within a period of 20 days after
receipt of such proposal, to offer to pay for the cost of the proposed
installation on the basis so proposed.

     (2) any such conditional sale contract or loan security document shall
contain provisions satisfactory to Landlord providing that the conditional
vendor or the lender, as the case may be, will not exercise any rights or
remedies after a default thereunder by the borrower or conditional purchaser, as
the case may be, unless such conditional vendor or the lender shall have
notified Landlord in writing of such default and Landlord shall have failed to
cure such default within a period of 30 days after receipt of such notice;

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     (3) the subrent payable under any and all subleases of the space to be
air-conditioned shall be increased by an amount (hereinafter called the
air-conditioning rent) which shall in the aggregate be at least sufficient to
cover all payments required to be made to the conditional vendor or lender when
and as due (all of which payments shall become due within a period not in excess
of ten years and not extending beyond the term of any such sublease);

     (4) the amount of air-conditioning rent for any given period which may be
assigned or pledged as security for any such loan shall not exceed the amount
required to pay the aggregate requirements for principal and interest payments
on said loan for the same period;

     (5) no such loan shall be secured both by chattel mortgage and assignment
or pledge of air-conditioning rent.

     Unless Landlord shall pay for the cost of such air-conditioning
installation, no increase in respect thereof shall be made in the net rent
hereunder or in the fixed or basic rent payable under any total sublease;
provided, however, that any amounts expended by Landlord to cure any default
under any such loan security document or conditional sale contract shall
constitute additional rent hereunder. If Tenant or the Total Subtenant shall
desire pursuant to this Section to air-condition any space to be leased under a
new sublease not in effect at the time of the submission to Landlord of the
proposal referred to in paragraph (1) of this Section, the part of the subrent
payable under such sublease and properly attributable to the cost of the
air-conditioning installation in such space may be treated, for purposes of this
Section, as a rent increase for air-conditioning purposes, provided, however,
that the total subrent for such space shall exceed the rent payable under the
last previous sublease of such space by an amount at least equal to the
air-conditioning rent. Landlord shall be furnished with a copy of any such
conditional sale contract or loan security document.

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                                   ARTICLE 19

                   CONDITIONAL LIMITATIONS--DEFAULT PROVISIONS

     SECTION 19.01.  If any one or more of the following events (herein
sometimes called "Events of Default") shall happen:

          (a) if default shall be made in the due and punctual payment of any
     net rent or additional rent payable under this lease (on account of Ground
     Rent, Impositions or otherwise) or any part thereof when and as the same
     shall become due and payable, and such default shall continue for a period
     of 20 days after written notice thereof from Landlord to Tenant; or

          (b) if default shall be made by Tenant in the performance of or
     compliance with any of the covenants, agreements, terms or provisions
     contained in this lease, other than those referred to in the foregoing
     paragraph (a), and such default shall continue for a period of 50 days
     after written notice thereof from Landlord to Tenant, except that in
     connection with a default not susceptible of being cured with due diligence
     within 50 days, the time of Tenant within which to cure the same shall be
     extended for such time as may be necessary to cure the same with all due
     diligence, provided Tenant commences promptly and proceeds diligently to
     cure the same and further provided that such period of time shall not be so
     extended as to subject Landlord to any criminal liability or to the
     possible termination of the Ground Lease; or

          (c) if Tenant shall file a voluntary petition in bankruptcy or shall
     be adjudicated a bankrupt or insolvent, or shall file any petition or
     answer seeking any reorganization, arrangement, composition, readjustment,
     liquidation, dissolution or similar relief under the present or any future
     federal bankruptcy act or any other present or future applicable federal,
     state or other

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     statute or law, or shall seek or consent to or acquiesce in the appointment
     of any trustee, receiver or liquidator of Tenant or of all or any
     substantial part of its properties or of the Demised Premises or any
     interest of Tenant therein; or

          (d) if within 60 days after the commencement of any proceeding against
     Tenant seeking any reorganization, arrangement, composition, readjustment,
     liquidation, dissolution or similar relief under the present or any future
     federal bankruptcy act or any other present or future applicable federal,
     state or other statute or law, such proceeding shall not have been
     dismissed, or if, within 60 days after the appointment, without the consent
     or acquiescence of Tenant, of any trustee, receiver or liquidator of Tenant
     or of all or any substantial part of its properties or of the Demised
     Premises or any interest of Tenant therein, such appointment shall not have
     been vacated or stayed on appeal or otherwise, or if, within 60 days after
     the expiration of any such stay, such appointment shall not have been
     vacated; or

          (e) if the Demised Premises shall be abandoned by Tenant;

          (f) the inclusion, without Landlord's prior written consent, of
     subtenants as parties to any summary or other proceedings for the recovery
     of possession of the Demised Premises brought by Tenant against a Total
     Subtenant;

then and in any such event Landlord at any time thereafter during the
continuance of such Events of Default may give written notice to Tenant and to
any Leasehold Mortgagee or Total Subtenant or leasehold mortgagee of a total
sublease entitled to notice of default, specifying such Event or Events of
Default and stating that this lease and the term hereby demised shall expire and
terminate on the date specified in such notice, which shall be at least 5 days
after the giving of such notice in case of an Event of Default specified in
paragraph (f) of this Section, or 20 days after the giving of such notice in
case of any other Event of Default; and upon the date specified in such notice,
subject to the provisions of Section 19.04 hereof, this lease and the term
hereby demised and all rights of Tenant under this lease shall expire and
terminate.

     Nothing in the preceding paragraph shall be deemed to require Landlord to
give the 20 day notice therein provided for prior to the

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commencement of a summary proceeding for non-payment of rent or a plenary action
for the recovery of rent on account of any of the defaults specified in clause
(a), it being intended that such notice is for the purpose of creating a
conditional limitation hereunder pursuant to which this lease shall terminate
and Tenant shall become a hold-over tenant.

     If, at any time during the term of this lease, this lease is owned by more
than one corporation as Tenant, the provisions of paragraphs (c) and (d) hereof
shall apply to each such corporation.

     SECTION 19.02. Upon any such expiration or termination of this lease,
Tenant shall quit and peacefully surrender the Demised Premises to Landlord, and
Landlord, upon or at any time after any such expiration or termination, may
without further notice, enter upon and re-enter the Demised Premises and possess
and repossess itself thereof, by force, summary proceedings, ejectment or
otherwise, and may dispossess Tenant and remove Tenant and all other persons and
property from the Demised Premises and may have, hold and enjoy the Demised
Premises and the right to receive all rental income of and from the same.

     SECTION 19.03. At any time or from time to time after any such expiration
or termination, Landlord may relet the Demised Premises or any part thereof, in
the name of Landlord or otherwise, for such term or terms (which may be greater
or less than the period which would otherwise have constituted the balance of
the term of this lease) and on such conditions (which may include concessions or
free rent) as Landlord, in its uncontrolled discretion, may determine and may
collect and receive the rents therefor. Landlord shall in no way be responsible
or liable for any failure to relet the Demised Premises or any part thereof, or
for any failure to collect any rent due upon any such reletting.

     SECTION 19.04. No such expiration or termination of this lease shall
relieve Tenant of its liability and obligations under this lease, and such
liability and obligations shall survive any such expiration or termination. In
the event of any such expiration or termination, whether or not the Demised
Premises or any part thereof shall have been relet, Tenant shall pay to Landlord
the net rent and all other charges required to be paid by Tenant up to

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the time of such expiration or termination of this lease, and thereafter Tenant,
until the end of what would have been the term of this lease in the absence of
such expiration or termination, shall be liable to Landlord for, and shall pay
to Landlord, as and for liquidated and agreed current damages for Tenant's
default,

          (a) the equivalent of the amount of the net rent and the other rent
     and charges which would be payable under this lease by Tenant if this lease
     were still in effect, less

          (b) the net proceeds of any reletting effected pursuant to the
     provisions of Section 19.03 hereof, after deducting all Landlord's expenses
     in connection with such reletting, including, without limitation, all
     repossession costs, brokerage commissions, legal expenses, reasonable
     attorneys' fees, alteration costs, and expenses of preparation for such
     reletting.

Tenant shall pay such current damages (herein called "deficiency") to Landlord
monthly on the days on which the net rent would have been payable under this
lease if this lease were still in effect, and Landlord shall be entitled to
recover from Tenant each monthly deficiency as the same shall arise. At any time
after any such expiration or termination, in lieu of collecting any further
monthly deficiencies as aforesaid, Landlord shall be entitled to recover from
Tenant, and Tenant shall pay to Landlord, on demand, as and for liquidated and
agreed final damages for Tenant's default, an amount equal to the difference
between the net rent and all additional rent reserved hereunder for the
unexpired portion of the term demised and the then fair and reasonable rental
value of the Demised Premises for the same period. In the computation of such
damages the difference between any installment of rent becoming due hereunder
after the date of termination and the fair and reasonable rental value of the
Demised Premises for the period for which such installment way payable

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shall be discounted to the date of termination at the rate of four percent (4%)
per annum. If the Demised Premises or any part thereof be re-let by Landlord for
the unexpired term of said lease, or any part thereof, before presentation of
proof of such liquidated damages to any court, commission or tribunal, the
amount of rent reserved upon such re-letting shall prima facie be the fair and
reasonable rental value for the part or the whole of the premises so re-let
during the term of the re-letting. Nothing herein contained shall limit or
prejudice the right of Landlord to prove for and obtain as liquidated damages by
reason of such termination, an amount equal to the maximum allowed by any
statute or rule of law in effect at the time when, and governing the proceedings
in which, such damages are to be proved, whether or not such amount be greater,
equal to, or less than the amount of the difference referred to above.

     SECTION 19.05. Tenant hereby expressly waives, so far as permitted by law,
the service of any notice of intention to re-enter provided for in any statute,
and Tenant, for and on behalf of itself and all persons claiming through or
under Tenant (including but not limited to a leasehold mortgagee or other
creditor of a Total Subtenant), also waives any and all right of redemption or
re-entry or re-possession or to restore the operation of this lease in case
Tenant shall be dispossessed by a judgment or by warrant of any court or judge
or in case of re-entry or re-possession by Landlord or in case of any expiration
or termination of this lease, subject to the right of a Leasehold Mortgagee or a
Total Subtenant or a leasehold mortgagee of a total sublease to obtain a new
lease in strict accordance with the provisions of Sections 18.05 and 18.13
hereof. Landlord and Tenant, so far as permitted by law, waive and will waive
trial by jury in any action, proceeding or counterclaim brought by either of the
parties hereto against the other on any matters whatsoever arising out of or in
any way connected with this lease, the relationship

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                                       68

of Landlord and Tenant, Tenant's use or occupancy of said premises, or any claim
of injury or damage. The terms "enter", "re-enter", "entry" or "re-entry", as
used in this lease are not restricted to their technical legal meaning.

     SECTION 19.06.  No failure by Landlord to insist upon the strict
performance of any covenant, agreement, term or condition of this lease or to
exercise any right or remedy consequent upon a breach thereof, and no acceptance
of full or partial rent during the continuance of any such breach, shall
constitute a waiver of any such breach or of such covenant, agreement, term or
condition. No covenant, agreement, term or condition of this lease to be
performed or complied with by Tenant, and no breach thereof, shall be waived,
altered or modified except by a written instrument executed by Landlord. No
waiver of any breach shall affect or alter this lease, but each and every
covenant, agreement, term and condition of this lease shall continue in full
force and effect with respect to any other then existing or subsequent breach
thereof.

     SECTION 19.07.  In the event of any breach or threatened breach by Tenant
of any of the covenants, agreements, terms or conditions contained in this
lease, Landlord shall be entitled to enjoin such breach or threatened breach and
shall have the right to invoke any right and remedy allowed at law or in equity
or by statute or otherwise as through re-entry, summary proceedings, and other
remedies were not provided for in this lease.

     SECTION 19.08.  Each right and remedy of Landlord provided for in this
lease shall be cumulative and shall be in addition to every other right or
remedy provided for in this lease or now or hereafter existing at law or in
equity or by statute or otherwise, and the exercise or beginning of the exercise
by Landlord of any one or more of the rights or remedies provided for in this
lease or

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                                       69

now or hereafter existing at law or in equity or by statute or otherwise shall
not preclude the simultaneous or later exercise by Landlord of any or all other
rights or remedies provided for in this lease or now or hereafter existing at
law or in equity or by statute or otherwise.

     SECTION 19.09.  Interest at the rate of 6% per annum shall accrue upon any
net rent or additional rent payable under this lease during any period while the
payment thereof by Tenant may be delayed.

                                   ARTICLE 20

                               RENEWAL PRIVILEGES

     SECTION 20.01.  Subject to the provisions of Sections 20.03 and 20.04
hereof, the term of this lease may, at the option of Tenant by written notice to
Landlord as herein provided, be renewed and extended as follows:

          FIRST RENEWAL TERM--May 31, 1976 to December 30, 1987

          SECOND RENEWAL TERM--December 31, 1987 to December 30,2008

          THIRD RENEWAL TERM--December 31, 2008 to December 30, 2029

     Any such renewal option shall be exercised by written notice given by
Tenant to Landlord at least 12, and not more than 30, months prior to the
commencement of the particular renewal term, and (subject to the provisions of
Section 20.03 hereof) if such notice shall have so been given and this lease and
the Ground Lease shall be in effect on the day next preceding the commencement
of such renewal term this lease shall thereupon be automatically renewed for
such renewal term.

     Each renewal term shall be upon the same terms, covenants and conditions as
in this lease provided, except

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that the net rent for each renewal term shall be Five Hundred Forty Thousand
Dollars ($540,000). There shall be no privilege to Tenant of renewals of the
terms of this lease beyond the Third Renewal Term referred to above. Payment of
all additional rent and other charges on the part of Tenant to be made as in
this lease provided shall continue to be made during each of such renewal terms.
Any termination of this lease shall terminate any right of renewal hereunder.

     SECTION 20.02.  In the event that Tenant shall fail to exercise its option
to renew the term of this lease within the applicable period prescribed in this
Article 20, Landlord shall give notice thereof to any Leasehold Mortgagee
entitled to notice under Section 18.04 hereof and any such Leasehold Mortgagee
may, within 30 days after the giving of such notice, elect that this lease be
renewed for the relevant renewal term upon the same terms, covenants and
conditions and with the same effect as though such option had been exercised by
Tenant as in this Article 20 provided, except that Tenant shall not be the
lessee in the renewal lease and shall have no obligations thereunder and the
Leasehold Mortgagee shall deliver to Landlord an assumption agreement, executed
in recordable form, wherein and whereby such Leasehold Mortgagee or its designee
shall assume the performance of all the terms, covenants and conditions of this
lease as so renewed.

     SECTION 20.03.  The attempted exercise by Tenant or a Leasehold Mortgagee,
as the case may be, of any option to renew this lease shall not become
effective, nor shall any such renewal term be created if either

          (a) at the time when notice of the exercise of such option shall be
     given to Landlord; or

          (b) on the day next preceding the purported commencement date of the
     renewal term; or

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          (c) during the period of 60 days next preceding the last date on which
     Landlord may notify the Ground Lessor of exercise of its corresponding
     privilege of renewing the Ground Lease,

a default hereunder shall have occurred, Tenant and such Leasehold Mortgagee
shall have been notified thereof, and such default shall not have been cured
within the time or times permitted by this lease.

     SECTION 20.04.  Landlord agrees that if it shall have received a notice of
renewal pursuant to this Article, it will, at least 60 days before the
expiration of the period within which notice of renewal of the Ground Lease may
be effectively given, either

          (a) give notice to be Ground Lessor of its election to exercise its
     corresponding renewal privilege under the Ground Lease, or

          (b) give notice to Tenant and any Leasehold Mortgagee to the effect
     that Landlord does not desire to renew this lease and the Ground Lease.

If Landlord shall fail to give the notice to the Ground Lessor referred to in
paragraph (a) of this Section, then and in such event (whether or not the
notices referred to in paragraph (b) of this Section shall have been given),
Tenant and any Leasehold Mortgagee shall be entitled to exercise the rights of
renewal provided for in Paragraph Twelfth of the Ground Lease, and Landlord, if
so requested, shall execute a written instrument confirming the permission
hereby granted, in which event this lease shall terminate on the expiration of
the then current term without obligation on Landlord's part to renew.
Notwithstanding the foregoing provisions of this Section, neither Tenant nor any
Leasehold Mortgagee shall be entitled to exercise any right to renew the Ground
Lease at a time when Tenant is in default hereunder and the foregoing parties
shall have received notice thereof.

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                                       72

     SECTION 20.05.  The provisions of Sections 20.02, 20.03 and 20.04 hereof
applicable to a Leasehold Mortgagee shall be applicable to a Total Subtenant and
to a leasehold mortgagee (including in said term a trustee of a deed of trust
securing an issue of bonds or notes issued by the Total Subtenant) of a total
sublease; provided, however, that such provisions shall not be applicable to a
Total Subtenant if Tenant shall be in default hereunder and such default shall
have resulted, directly or indirectly, from a default by such Total Subtenant
under its total sublease.

     In the event that any Total Subtenant or any leasehold mortgagee of any
total sublease shall be entitled to exercise the rights of a Leasehold Mortgagee
under Section 20.02 and if, within the 30 day period specified in Section 20.02
more than one election to renew this lease shall have been received by Landlord,
priority shall be given (regardless of the order in which such elections shall
be made or received) to any Leasehold Mortgagee of this Lease making such
election, then to any Total Subtenant making such election and then to any
leasehold mortgagee of a total sublease making such election.

     SECTION 20.06.  If Landlord shall acquire the interest of the Ground Lessor
in and to the Demised Premises, Landlord, in addition to its rights and
obligations hereunder, shall have the same rights and obligations with respect
thereto as the Ground Lessor (including without limitation the right to collect
the Ground Rent) as though the Ground Lease was to continue in full force and
effect for the duration of the term of this lease, regardless of whether or not
the Ground Lease shall have been terminated by cancellation, merger or otherwise
after such acquisition. If Tenant or a Total Subtenant shall acquire fee title
to the Demised Premises or the Ground Lessor's interest therein, this lease and
the Ground Lease shall remain in full force and effect without affecting the
obligations of Landlord or Tenant hereunder.

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                                   ARTICLE 21

                       INVALIDITY OF PARTICULAR PROVISIONS

     SECTION 21.01.  If any term or provision of this lease or the application
thereof to any person or circumstance shall, to any extent, be invalid or
unenforceable, the remainder of this lease, or the application of such term or
provision to persons or circumstances other than those as to which it is held
invalid or unenforceable, shall not be affected thereby, and each term and
provision of this lease shall be valid and be enforced to the fullest extent
permitted by law.

                                   ARTICLE 22

                                     NOTICES

     SECTION 22.01. All notices, demands and requests required under this lease
shall be in writing. All such notices, demands and requests shall be deemed to
have been properly given if served personally, or if sent by United States
registered mail, postage prepaid, addressed as hereinafter provided. All such
notices, demands and requests mailed to Landlord shall be addressed to Landlord
at 383 Madison Avenue, New York, N. Y., attention: Treasurer, or at such other
address (and addressed to the attention of such officer or other person) as
Landlord may from time to time designate by written notice to Tenant. Tenant
shall notify any Leasehold Mortgagee or Total Subtenant of any address so
designated by Landlord. All such notices, demands and requests mailed to Tenant
shall be addressed to Tenant at 60 East 42nd Street, New York, N. Y., c/o
Spencer & Iserman, or at such other address in the City and State of New York as
Tenant may from time to time designate by written notice to Landlord. All such
notices, demands and requests mailed to any Leasehold Mortgagee or Total
Subtenant or leasehold mortgagee

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                                       74

of a total sublease shall be addressed to such Leasehold Mortagee or Total
Subtenant or leasehold mortgagee of a total sublease, as the case may be, at the
address furnished to Landlord pursuant to the provisions of Article 18 hereof,
or to such other address in the City and State of New York as such Leasehold
Mortgagee or Total Subtenant or leasehold mortgagee of a total sublease, as the
case may be, may from time to time designate by written notice to Landlord.

     SECTION 22.02.  Notices, demands and requests which shall be served by
registered mail upon Landlord, Tenant, any Leasehold Mortgagee or any Total
Subtenant or leasehold mortgagee of a total sublease in the manner aforesaid,
shall be deemed sufficiently served or given for all purposes hereunder at the
time such notice, demand or request shall be mailed by United States registered
mail as aforesaid in any Post Office or Branch Post Office regularly maintained
by the United States Government in the State of New York.

                                   ARTICLE 23

                       CONDITION OF AND TITLE TO PROPERTY
                                 QUIET ENJOYMENT

     SECTION 23.01.  Tenant represents and agrees that the Demised Premises, the
title thereto, the sidewalks and structures adjoining the same, any subsurface
conditions thereof, and the present uses and non uses thereof, have been
examined by Tenant and that Tenant accepts the same in the condition or state in
which they or any of them now are, without representation or warranty, express
or implied in fact or by law, by Landlord and without recourse to Landlord, as
to the title thereto, the nature, condition or usability thereof or the use or
uses to which the Demised Premises or any part thereof may be put.

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                                       75

     SECTION 23.02.  Landlord covenants and agrees that Tenant, upon paying the
net rent and all additional rent and other charges herein provided for and
observing and keeping all covenants, agreements and conditions of this lease on
its part to be observed and kept, shall quietly have and enjoy the Demised
Premises during the term of this lease without hindrance or molestation by
anyone claiming by, or through Landlord, subject, however, to the exceptions,
reservations and conditions of this lease.

     SECTION 23.03.  In case Landlord shall convey or otherwise dispose of its
interest in the Demised Premises, all liabilities and obligations on the part of
Landlord under this lease accruing after such conveyance or disposal shall
terminate upon such conveyance or disposal, and thereupon all such liabilities
and obligations shall be binding upon the new owner of such interest; provided,
however, that any funds held by Landlord hereunder in which Tenant has an
interest hereunder shall be turned over to the new owner of such interest or, to
the extent required by Sections 5.05 or 16.10 hereof, to the trustee or trustees
provided for in said Sections.

                                   ARTICLE 24

                             EXCAVATION AND SHORING

     SECTION 24.01.  If any excavation shall be made or contemplated to be made
for building or other purposes upon property or streets adjacent to or nearby
the Demised Premises, Tenant either

          (a) shall afford to the person or persons causing or authorized to
     cause such excavation the right to enter upon the Demised Premises for the
     purpose of doing such work as such person or persons shall consider to be
     necessary to preserve any of the walls or structures of the Building from
     injury or damage and to support the same by proper foundations, or

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                                       76

          (b) shall, at Tenant's expense (without hereby waiving any claims
     against the aforesaid person or persons) do or cause to be done all such
     work as may be necessary to preserve any of the walls or structures of the
     Building from injury or damages and to support the same by proper
     foundations.

Tenant shall not, by reason of any such excavation or work, have any claim
against Landlord for damages or indemnity or for suspension, diminution,
abatement or reduction of rent under this lease.

                                   ARTICLE 25

                            ARBITRATION AND APPRAISAL

     SECTION 25.01.  In any case in which it is provided by the terms of this
lease that any matter shall be determined by arbitration (otherwise than
pursuant to the Ground Lease), such arbitration shall be conducted in accordance
with the rules then obtaining of the American Arbitration Association, and
judgment upon the award rendered may be entered in any Court having jurisdiction
thereof.

     SECTION 25.02.  If it shall become necessary, for purposes of Section 16.05
hereof, to determine the appraised value of Landlord's interest in the Demised
Premises, such appraisal shall be made in accordance with the provisions of this
Section 25.02.

     Concurrently with the delivery to Landlord of its notice of election to
purchase pursuant to Section 16.05 hereof, Tenant shall appoint a disinterested
person of recognized competence in the field as one of the appraisers. Within 10
days thereafter, Landlord shall by written notice to Tenant appoint a second
disinterested person of recognized competence in such field as an appraiser. The
appraisers thus appointed shall appoint a third disinterested person of
recognized competence in such field, and such three

<Page>

                                       77

appraisers shall as promptly as possible determine such value, provided,
however, that

          (a) if the second appraiser shall not have been appointed as
     aforesaid, the first appraiser shall proceed to determine such value; and

          (b) if, within 5 days after the appointment of the second appraiser,
     the two appraisers appointed by the parties shall be unable to agree upon
     the appointment of a third appraiser, they shall give written notice of
     such failure to agree to the parties, and, if the parties fail to agree
     upon the selection of such third appraiser within 5 days after the
     appraisers appointed by the parties gave notice as aforesaid, then within 5
     days thereafter either of the parties upon written notice to the other
     party hereto may apply for such appointment to the Supreme Court of the
     State of New York or to any other court having jurisdiction and exercising
     functions similar to those now exercised by the Supreme Court of the State
     of New York.

Landlord and Tenant shall each be entitled to present evidence and argument to
the appraisers.

     The determination of the majority of the appraisers or of the sole
appraiser, as the case may be, shall be conclusive upon the parties and judgment
upon the same may be entered in any court having jurisdiction thereof. The
appraisers shall give written notice to the parties stating their determination,
and shall furnish to each party a copy of such determination signed by them.

     The expenses of such appraisal shall be borne by Tenant.

     In the event of the failure, refusal or inability of any appraiser to act,
a new appraiser shall be appointed in his stead, which appointment shall be made
in the same manner as hereinbefore provided for the appointment of the appraiser
so failing, refusing or unable to act.

<Page>

                                       78

                                   ARTICLE 26

                                  MISCELLANEOUS

     SECTION 26.01.  The performance of any of the obligations of Tenant by any
subtenant or Total Subtenant shall be accepted as and deemed to be the
equivalent of the performance thereof by Tenant.

     Landlord agrees, for the benefit of any Total Subtenant, that whenever,
pursuant to Section 18.11 hereof, Landlord's consent shall be required for the
taking of any action by such Total Subtenant, such consent shall not be
unreasonably withheld if, in accordance with the express provisions of Article
18, Landlord's consent to any corresponding action by Tenant could not be
unreasonably withheld. The arbitration of any dispute as to whether any such
consent by Landlord has been unreasonably withheld shall constitute the sole
remedy available to the Total Subtenant and shall be conducted as provided in
Article 25.01 hereof, at the expense of the Total Subtenant.

     SECTION 26.02.  At any time and from time to time, Landlord, on at least
twenty days' prior written request by Tenant, and Tenant, on at least twenty
days' prior written request by Landlord, will deliver to the party making such
request a statement in writing certifying that this lease is unmodified and in
full force and effect (or if there shall have been modifications that the same
is in full force and effect as modified and stating the modifications) and the
dates to which the net rent and other charges have been paid and stating whether
or not, to the best knowledge of the party executing such certificate, the party
requesting such statement is in default in performance of any covenant,
agreement or condition contained in this lease and, if so, specifying each such
default of which the executing party may have knowledge.

     SECTION 26.03.  The captions of this lease and the table of contents
preceding this lease are for convenience and reference only and in no way
define, limit or describe the scope or intent of this lease.

<Page>

                                       79

     SECTION 26.04.  It is the intention of the parties hereto that the estate
acquired hereunder by Tenant shall not merge with or into any other estate,
whether lesser or greater, in the Demised Premises now held or hereafter
acquired by said Tenant or by any disclosed or undisclosed principal of said
Tenant.

     SECTION 26.05.  This lease shall be construed and enforced in accordance
with the laws of the State of New York.

     SECTION 26.06.  The covenants and agreements herein contained shall bind
and inure to the benefit of Landlord, its successors and assigns, and Tenant,
its legal representatives, successors and assigns, except as otherwise provided
herein.

     IN WITNESS WHEREOF, Landlord and Tenant have duly executed this lease the
day and year first above written.

                               WEBB & KNAPP, INC.

                                 By ARTHUR J. PHELAN          [CORPORATE
                                   Senior Vice-President        SEAL]
Attest:

    HARRY V. LETT
           Secretary

                               GRAYSLEB CORPORATION

                                 By ARTHUR J. PHELAN          [CORPORATE
                                    Senior Vice-President       SEAL]

Attest:

    HARRY V. LETT
           Secretary

                               MARY F. FINNEGAN  (L.S.)
                              (Mary F. Finnegan)

<Page>

                                       80

STATE OF NEW YORK  )
COUNTY OF NEW YORK ) ss.:

     On this 30th day of December, 1957, before me personally came
ARTHUR J. PHELAN, to me known and known to me to be Senior Vice President of
WEBB & KNAPP, INC., who being by me duly sworn deposes and says: that he resides
at 88 Summit Road, Port Washington, N. Y.; that he is Senior Vice President of
WEBB & KNAPP, INC., one of the corporations described in and which executed the
foregoing instrument and knows the corporate seal thereof; that the seal affixed
to the foregoing instrument is the corporate seal of WEBB & KNAPP, INC., and was
affixed thereto by authority of the Board of Directors of said corporation, and
that he signed his name thereto as Senior Vice President by like authority.

                                                     SOL S. SINGER

                                                         [SEAL]

STATE OF NEW YORK  )
COUNTY OF NEW YORK ) ss.:

     On this 30th day of December, 1957, before me personally came ARTHUR J.
PHELAN, to me known and known to me to be Senior Vice President of GRAYSLER
CORPORATION, who being by me duly sworn deposes and says: that he resides at 88
Summit Road, Port Washington, N. Y.; that he is Senior Vice President of
GRAYSLER CORPORATION, one of the corporations described in and which executed
the foregoing instrument, and knows the corporate seal thereof; that the seal
affixed to the foregoing instrument is the corporate seal of GRAYSLER
CORPORATION, and was affixed thereto by authority of the Board of Directors of
said corporation, and that he signed his name thereto as Senior Vice President
by like authority.

                                                     SOL S. SINGER

                                                         [SEAL]

<Page>

                                       81

STATE OF NEW YORK   )
COUNTY OF NEW YORK  ) ss.:

     On the 30th day of December, in the year 1957, before me personally came
MARY F. FINNEGAN, to me known to be the individual described in, and who
executed the foregoing instrument, and acknowledged that she executed the same.

                                                     SOL S. SINGER

                                                         [SEAL]

<Page>

                                       82

                                   SCHEDULE A

                          DESCRIPTION OF GRANT OF TERM

     The term "GRANT OF TERM" shall mean the instrument made by and between The
New York Central Railroad Company (hereinafter in this Schedule and Schedule B
hereto called the "Railroad Company") and New York State Realty and Terminal
Company (hereinafter in this Schedule and Schedule B hereto called the "Realty
Company"), dated July 30, 1925, and recorded in the Office of the Register of
the County of New York (now the Office of the Register of the City of New York
in the County of New York) on September 12, 1925, in Liber 3505 of Conveyances,
at Page 347

     (a) as the same may have been modified by agreements dated October 21,
1927, and November 2, 1938, and recorded in said Register's Office in Liber 3672
of Conveyances at Page 388 and Liber 4278 of Conveyances at Page 217
respectively

     (b) as the same was amended, modified and extended by instruments dated
April 12, 1944, and recorded in said Register's Office on May 26, 1944, in Liber
4287 of Conveyances, at Page 201, and dated September 28, 1953, and recorded in
said Register's Office an October 9, 1953, in Liber 4854 of Conveyances, at Page
370; and

     (c) as the same was amended, modified and extended by instrument dated
December 30, 1957, which instrument was executed and delivered prior to the
execution and delivery of the lease to which this Schedule is annexed.

<Page>

                                       83

                                   SCHEDULE B

                           DESCRIPTION OF GROUND LEASE

     The term "GROUND LEASE" shall mean the instrument made between the Realty
Company, as Lessor, and Eastern Offices, Inc., as Lessee, dated July 30, 1925,
and recorded in said Register's Officer on September 12, 1925, in Liber 3496 of
Conveyances, at Page 183

     (a) as the same was modified by agreements dated respectively October 21,
1927, June 19, 1928, and November 2, 1938, and recorded respectively in said
Register's Office in Liber 3672 of Conveyances, at Page 388, Liber 3901 of
Conveyances, at Page 228, and Liber 4278 of Conveyances, at Page 217,

     (b) as the same was further modified and renewed by agreement dated April
5, 1944, and supplemental agreement dated April 5, 1944, and supplemental
agreement dated April 12, 1944, and recorded in said Register's Office on May
26, 1944, in Liber 4287 of Conveyances, at Pages 208 and 195, respectively,

     (c) as further modified by agreement dated July 20, 1950, and recorded in
said Register's Office on August 1, 1950, in Liber 5174 of Conveyances, at Page
265,

     (d) as the same was further amended and the term thereof revised and
extended by Modified Agreement of Lease made as of January 1, 1953, and recorded
in said Register's Office on October 9, 1953, in Liber 4854 of Conveyances, at
Page 307;

     (e) as the same was further modified, and the term thereof revised and
extended, by Modified Agreement of Lease dated December 30, 1957, which
instrument was executed and delivered after the instrument referred to in
paragraph (c) of Schedule A and prior to the lease to which this Schedule is
annexed.

<Page>

                                       84

                                   SCHEDULE C

                  SCHEDULE FOR DETERMINATION OF AMOUNTS PAYABLE
                        TO LANDLORD UNDER SECTION 16.03.

<Table>
<Caption>
                                                         LANDLORD
              IF TAKING OCCURS                           RECEIVES
<S>                                                    <C>
               Prior to April 1,1958 ................. $ 18,000,000
Thereafter and prior to July  1,1958 .................   17,908,683
    "       "    "   "  Oct.  1,1958 .................   17,815,990
    "       "    "   "  Jan.  1,1959 .................   17,721,900
    "       "    "   "  April 1,1959 .................   17,626,391
    "       "    "   "  July  1,1959 .................   17,529,442
    "       "    "   "  Oct.  1,1959 .................   17,431,032
    "       "    "   "  Jan.  1,1960 .................   17,331,138
    "       "    "   "  April 1,1960 .................   17,229,739
    "       "    "   "  July  1,1960 .................   17,126,810
    "       "    "   "  Oct.  1,1960 .................   17,022,330
    "       "    "   "  Jan.  1,1961 .................   16,916,275
    "       "    "   "  April 1,1961 .................   16,808,621
    "       "    "   "  July  1,1961 .................   16,699,345
    "       "    "   "  Oct.  1,1961 .................   16,588,421
    "       "    "   "  Jan.  1,1962 .................   16,475,824
    "       "    "   "  April 1,1962 .................   16,361,531
    "       "    "   "  July  1,1962 .................   16,245,514
    "       "    "   "  Oct.  1,1962 .................   16,127,749
    "       "    "   "  Jan.  1,1963 .................   16,008,208
    "       "    "   "  April 1,1963 .................   15,886,865
    "       "    "   "  July  1,1963 .................   15,763,692
    "       "    "   "  Oct.  1,1963 .................   15,638,663
    "       "    "   "  Jan.  1,1964 .................   15,511,749
    "       "    "   "  April 1,1964 .................   15,382,922
    "       "    "   "  July  1,1964 .................   15,252,153
    "       "    "   "  Oct.  1,1964 .................   15,119,412
    "       "    "   "  Jan.  1,1965 .................   14,984,670
    "       "    "   "  April 1,1965 .................   14,847,897
    "       "    "   "  July  1,1965 .................   14,709,063
    "       "    "   "  Oct.  1,1965 .................   14,568,135
    "       "    "   "  Jan.  1,1966 .................   14,425,082
    "       "    "   "  April 1,1966 .................   14,279,874
    "       "    "   "  July  1,1966 .................   14,132,476
    "       "    "   "  Oct.  1,1966 .................   13,982,856
    "       "    "   "  Jan.  1,1967 .................   13,830,980
    "       "    "   "  April 1,1967 .................   13,676,815
    "       "    "   "  July  1,1967 .................   13,520,326
</Table>

<Page>

                                       85

<Table>
<Caption>
                                                      LANDLORD
          IF TAKING OCCURS                            RECEIVES
<S>                                                   <C>
Thereafter and prior to Oct.   1, 1967 .............. 13,361,478
     "      "    "   "  Jan.   1, 1968 .............. 13,200,235
     "      "    "   "  April  1, 1968 .............. 13,036,562
     "      "    "   "  July   1, 1968 .............. 12,870,421
     "      "    "   "  Oct.   1, 1968 .............. 12,701,775
     "      "    "   "  Jan.   1, 1969 .............. 12,530,587
     "      "    "   "  April  1, 1969 .............. 12,356,819
     "      "    "   "  July   1, 1969 .............. 12,180,430
     "      "    "   "  Oct.   1, 1969 .............. 12,001,383
     "      "    "   "  Jan.   1, 1970 .............. 11,819,637
     "      "    "   "  April  1, 1970 .............. 11,635,150
     "      "    "   "  July   1, 1970 .............. 11,447,883
     "      "    "   "  Oct.   1, 1970 .............. 11,257,793
     "      "    "   "  Jan.   1, 1971 .............. 11,064,836
     "      "    "   "  April  1, 1971 .............. 10,868,971
     "      "    "   "  July   1, 1971 .............. 10,670,154
     "      "    "   "  Oct.   1, 1971 .............. 10,468,339
     "      "    "   "  Jan.   1, 1972 .............. 10,263,482
     "      "    "   "  April  1, 1972 .............. 10,055,536
     "      "    "   "  July   1, 1972 ..............  9,844,456
     "      "    "   "  Oct.   1, 1972 ..............  9,630,194
     "      "    "   "  Jan.   1, 1973 ..............  9,412,701
     "      "    "   "  April  1, 1973 ..............  9,191,930
     "      "    "   "  July   1, 1973 ..............  8,967,831
     "      "    "   "  Oct.   1, 1973 ..............  8,740,353
     "      "    "   "  Jan.   1, 1974 ..............  8,509,446
     "      "    "   "  April  1, 1974 ..............  8,275,059
     "      "    "   "  July   1, 1974 ..............  8,037,137
     "      "    "   "  Oct.   1, 1974 ..............  7,795,629
     "      "    "   "  Jan.   1, 1975 ..............  7,550,481
     "      "    "   "  April  1, 1975 ..............  7,301,636
     "      "    "   "  July   1, 1975 ..............  7,049,041
     "      "    "   "  Oct.   1, 1975 ..............  6,792,637
     "      "    "   "  Jan.   1, 1976 ..............  6,532,368
     "      "    "   "  April  1, 1976 ..............  6,268,176
     "      "    "   "  June   1, 1976 ..............  6,000,000
</Table>

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.5
<SEQUENCE>7
<FILENAME>a2091718zex-10_5.txt
<DESCRIPTION>EXHIBIT 10.5
<TEXT>
<Page>

                                                                    EXHIBIT 10.5

                                CON 5024 PAGE 612

1957 DEC 31 PM 12 : 18                                                  C 7401

                                     4079101
================================================================================

[SEAL]
[SEAL]
[SEAL]

                                 OPERATING LEASE

                                     BETWEEN

[SEAL]

                                MARY F. FINNEGAN

                                  AS SUBLESSOR

                                       AND

                                  ROSE IACOVONE

                                  AS SUBLESSEE

B9400

[SEAL]

                                   ----------

[SEAL]

                            Dated, December 30, 1957.

                                                          OFFICE OF CITY REGIS?
                                                          New York County
                                                          RECORDED IN DEEDS
                                                          Witness my hand
                                                          and official seal


                                                          /s/ [ILLEGIBLE]
                                                          CITY REGISTE?

[SEAL]

                           Land affected by the within
                          instrument lies in Section 5,
                           Block 1280 on the Land Map
                           of the County of New York.

                             RECORDED AT REQUEST OF
                        TITLE GUARANTEE AND TRUST COMPANY
                       Ref. to ?. Jackson Sillcocks, Esq.
                               383 Madison Avenue
                             New York 17, New York.

<Page>

                                CON 5024 PAGE 523

                                TABLE OF CONTENTS

<Table>
<Caption>
                                                                   PAGE
<S>                                                                  <C>
                               ARTICLE 1.
Definitions, Demise and Initial Term ..............................   1

                               ARTICLE 2.
Rent ..............................................................   6

                               ARTICLE 3.
Payment of Taxes, Assessments, etc. ...............................  16

                               ARTICLE 4.
Surrender .........................................................  22

                               ARTICLE 5.
Insurance .........................................................  23

                               ARTICLE 6.
Sublessor's Right to Perform Sublessee's Covenants ................  28

                               ARTICLE 7.
Repairs and Maintenance of the Property, Steam and Electricity ....  30

                               ARTICLE 8.
Compliance with Laws, Ordinances, etc. ............................  33

                               ARTICLE 9.
Changes and Alterations ...........................................  35

                               ARTICLE 10.
Discharge of Liens ................................................  38

                               ARTICLE 11.
Use of Property ...................................................  40
</Table>

<Page>

                                CON 5024 PAGE 524

ii                              TABLE OF CONTENTS

<Table>
<Caption>
                                                                   PAGE
<S>                                                                  <C>
                               ARTICLE 12.
Subordination to Prior Leases and Compliance Therewith ............  41

                               ARTICLE 13.
Entry on Property by Sublessor, etc. ..............................  42

                               ARTICLE 14.
Indemnification of Sublessor ......................................  43

                               ARTICLE 15.
Damage or Destruction .............................................  45

                               ARTICLE 16.
Condemnation ......................................................  49

                               ARTICLE 17.
Vault Space .......................................................  53

                               ARTICLE 18.
Mortgages, Assignments, Subleases and Transfers
  of Sublessee's Interest .........................................  54

                               ARTICLE 19.
Conditional Limitations--Default Provisions .......................  66

                               ARTICLE 20.
Renewal Privileges ................................................  73

                               ARTICLE 21.
Invalidity of Particular Provisions ...............................  76

                               ARTICLE 22.
Notices ...........................................................  77

                               ARTICLE 23.
Condition of and Title to Property, Quiet Enjoyment ...............  78
</Table>

<Page>

                                CON 5024 PAGE 525

                                TABLE OF CONTENTS                   iii

<Table>
<Caption>
                                                                   PAGE
<S>                                                                  <C>
                               ARTICLE 24.
Excavation and Shoring ............................................  79

                               ARTICLE 25.
Arbitration .......................................................  79

                               ARTICLE 26.
Miscellaneous .....................................................  80

SCHEDULES:
     A.  Description of Grant of Term .............................  84
     B.  Description of Ground Lease ..............................  85
     C.  Description of Mesne Lease ...............................  86
</Table>

<Page>

                                CON 5024 PAGE 526

     THIS LEASE, dated the 30th day of December, 1957, between MARY F. FINNEGAN,
residing at 33-15 ?4th Street, Jackson Heights, New York, (hereinafter called
the "Sublessor") and ROSE IACOVONE, residing at 51 Bank Street, New York, N. Y.
(hereinafter called the "Sublessee");

                              W I T N E S S E T H :

                                    ARTICLE 1

                      DEFINITIONS, DEMISE AND INITIAL TERM

     That for purposes of this lease, unless the context otherwise requires:

           (a) the term "Grant of Term" shall mean the instrument described in
        Schedule A annexed hereto;

           (b) the term "Ground Lease" shall mean the instrument described in
        Schedule B annexed hereto;

           (c) the term "Ground Lessor" shall mean the lessor under the Ground
        Lease, and the term "Ground Lessee" shall mean the lessee under the
        Ground Lease;

           (d) the term "Ground Rent" shall mean the rental payable under the
        Ground Lease and therein defined as the "Ground Rental";

           (e) the term "Building" shall have the meaning ascribed thereto in
        the Ground Lease;

           (f) the term "Demised Premises" shall mean the premises in the
        Borough of Manhattan, City and State of New York, demised by the Ground
        Lease, located generally on the westerly side of Lexington Avenue
        (beginning at a point 253 feet 4 inches northerly of 42nd Street) and
        known as the Graybar Building and by the street address 420 Lexington
        Avenue, together with any easements and other rights demised or
        otherwise provided for the benefit of the Ground Lessee under the Ground
        Lease;

<Page>

                                CON 5024 PAGE 527

                                        2

           (g) the term "Mesne Lease" shall mean the instrument described in
        Schedule C annexed hereto;

           (h) the term "Landlord" shall mean the landlord under the Mesne Lease
        and the term "Tenant" shall mean the tenant under the Mesne Lease;

           (i) the term "Net Rent" shall mean the net annual rental payable
        under the Mesne Lease and therein defined as the "net rent";

           (j) the term "Sublessee" shall mean the sublessee named herein, and
        from and after any valid assignment of the whole of sublessee's interest
        in this lease pursuant to the provisions hereof, shall mean only the
        assignee thereof;

           (k) the term "Sublessor" shall mean only the tenant for the time
        being under the Mesne Lease;

           (l) the term "Railroad Company" shall mean the New York Central
        Railroad Company or its successors or assigns as grantor under the Grant
        of Term;

           (m) the term "subtenant" shall mean any tenant or licensee of any
        space in the Demised Premises (other than Landlord, Sublessor and
        Sublessee); the term "sublease" shall mean any lease (other than this
        lease or the Ground Lease or the Mesne Lease) or other agreement for the
        use and occupancy of any such space; the term "subrent" shall mean any
        rent or other charge for such use or occupancy under a sublease; the
        term "existing sublease" shall mean any sublease made before the date of
        this lease; and the term "future sublease" shall mean any sublease made
        on or after said date;

           (n) the term "major sublease" shall mean any sublease having a term
        (including renewal options) of 6 years or more or providing for a fixed
        subrent at the rate of $50,000 or more per annum during any year of the
        term thereof. For purposes of this definition, any

<Page>

                                CON 5024 PAGE 528

                                        3

        two or more subleases with the same person, as subtenant, shall be
        deemed to be a single sublease providing for a fixed subrent at the
        aggregate rate per annum specified in such leases;

           (o) the term "term of this lease" or words of similar import shall
        mean the initial term and any renewal term which has become effective;

           (p) the term "Leasehold Mortgagee" shall mean the holder of a
        mortgage on this lease or the trustee under a deed of trust of this
        lease securing bonds or notes issued by Sublessee, and the term
        "Leasehold Mortgage" shall mean any such mortgage or deed of trust;

           (q) the term "Mesne Leasehold Mortgage" shall be deemed to mean that
        certain mortgage on Sublessor's interest in the Mesne Lease, dated
        December 30, 1957 to be made by Lawrence A. Wien (to whom Sublessor will
        assign the Mesne Lease following the execution and delivery of this
        lease) to Webb & Knapp, Inc. and Graysler Corporation.

     That Sublessor is the Tenant under the Mesne Lease; and
     That Sublessor, for and in consideration of the rents, covenants and
agreements hereinafter reserved and contained on the part of Sublessee, its
successors and assigns, to be paid, kept and performed, does hereby demise and
lease to Sublessee, and Sublessee does hereby take and hire from Sublessor, the
Demised Premises,

     SUBJECT, however, to the following:

           (1) the Grant of Term;

           (2) the Ground Lease;

           (3) the Mesne Lease;

           (4) the Mesne Leasehold Mortgage, when the same shall be executed and
        delivered;

<Page>

                                CON 5024 PAGE 529

                                        4

           (5) state of facts shown on the survey made by George C. Hollerith,
        dated March 4, 1927, and of J. George Hollerith, dated March 28, 1944
        (using lines of plot set forth in record description) drawn and redated
        to June 1, 1950 by Charles J. Dearing and redated by Earl B. Lovell-S.
        P. Belcher, Inc., as of September 18, 1953, redated November 10, 1955 by
        Charles J. Dearing and redated by Charles J. Dearing May 24, 1957, and
        any additional state of facts which an inspection and more recent
        accurate survey would show;

           (6) easements granted to the City of New York by instrument recorded
        in the Office of the Register of the County of New York in Liber 193,
        Section 5 of Conveyances, page 38, as amended by instrument recorded in
        said Register's Office in Liber 191, Section 5 of Conveyances, page 478;
        and restrictive agreement recorded in said Register's Office in Liber
        3850 of Conveyances, page 488, as modified by agreements set forth in
        instruments recorded, respectively, in said Register's Office in Liber
        3932 of Conveyances, page 131, and Liber 3983 of Conveyances, page 380;

           (7) Imposition (as defined in Article 3 hereof), accrued or
        unaccrued, fixed or not fixed;

           (8) revocable nature of any rights, easements, licenses or privileges
        to use vaults, areas, tunnels, ramps or structures under streets,
        avenues or side-walks on which the Demised Premises abut;

           (9) consents or grants prior to the date of this lease for the
        erection of any structures on, under or above said streets or avenues
        and grants, licenses or consents, if any, with respect to public utility
        lines and equipment;

           (10) right to maintain elevators from the Newsreel Theatre beneath
        the Demised Premises, as provided in lease recorded in Liber 3944 of
        Conveyances, page 417,

<Page>

                                CON 5024 PAGE 530

                                        5

        as modified by instrument recorded in Liber 4407 of Conveyances, page
        477;

           (11) existing subleases and the rights of the subtenants thereunder,
        it being intended that the leasehold estate of Sublessee created by this
        lease shall be subject and subordinate to the leasehold estates of said
        subtenants created by said subleases, notwithstanding the provisions of
        any clause in any such sublease purporting to subordinate such sublease
        and the rights of the subtenant thereunder to ground or underlying
        leases, and Sublessor, subject to the provisions of Section 18.10 of the
        Mesne Lease, hereby assigns to Sublessee for the term of this lease all
        its right, title and interest in and to such existing subleases and
        (subject to any existing assignments thereof) the rents and profits due
        or to become due to Sublessor under the provisions thereof;

           (12) building restrictions and regulations in resolution or ordinance
        adopted by Board of Estimate and Apportionment of the City of New York,
        on July 25, 1916, and the amendments and additions thereto, now in
        force;

           (13) present and future zoning laws, ordinances, resolutions and
        regulations of the City of New York and all present and future
        ordinances, laws, regulations and orders of all boards, bureaus,
        commissions and bodies of any municipal, county, state or federal
        sovereigns now or hereafter having or acquiring jurisdiction of the
        Demised Premises and the use and improvement thereof;

           (14) revocable nature of the right, if any, to maintain marquees or
        signs, beyond the building lines;

           (15) the effect of all present and future municipal, state and
        federal laws, orders and regulations relating to Sublessee and to all
        subtenants, their rights and rentals to be charged for the use of the
        Demised Premises or any portion or portions thereof;

<Page>

                                CON 5024 PAGE 531

                                        6

           (16) violations of law, ordinances, orders or requirements that might
        be disclosed by an examination and inspection or search of the Demised
        Premises by any federal, state or municipal departments or authority
        having jurisdiction, as the same may exist on the date of the
        commencement of the term of this lease;

           (17) the condition and state of repair of the Demised Premises as the
        same may be on the date of the commencement of the term of this lease;

           (18) any defects of title or encumbrances of record or enroachments,
        existing at the date of the commencement of the term of this lease;

     TO HAVE AND TO HOLD the same, subject as aforesaid, unto Sublessee and,
subject to the provisions hereof, its successors and assigns, for an initial
term of eighteen years, five months and two days commencing on December 30,
1957, and expiring on May 29, 1976, unless this lease shall sooner terminate as
hereinafter provided.
     This lease is made upon the following covenants, agreements, terms,
provisions, conditions and limitations, all of which Sublessee covenants and
agrees to perform and observe:

                                    ARTICLE 2

                                      RENT

     SECTION 2.01.  Sublessee covenants and agrees to pay to Sublessor, 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, at Sublessor's
address specified in or furnished pursuant to Section 22.01 hereof, during the
aforesaid initial term, a net rental (hereinafter referred to as the "basic
rent") as follows:

<Page>

                                CON 5024 PAGE 532

                                        7

     (a) For the period from the date of the commencement of the term hereof
until January 1st, 1958, the sum of Seven Hundred Thirty Nine and 78/100 Dollars
($739.78) per day, which basic rent for said entire period from the date of the
commencement of the term hereof to January 1st, 1958 shall be paid on the date
of commencement of the term of this lease.

     (b) For the period January 1st, 1958 to and including the day on which the
Mesne Leasehold Mortgage is paid in full, the sum of Two Hundred Seventy Eight
Thousand Dollars ($278,000) annually, in equal monthly installments of Twenty
Three Thousand One Hundred Sixty Six and 67/100 Dollars ($23,166.67), each in
advance on the first day of each calendar month during said period.

     (c) For the period commencing on the day following the day on which the
Mesne Leasehold Mortgage is paid in full, and ending on December 31st, 1972, the
sum of Five Hundred Thirty Thousand Dollars ($530,000) annually, in equal
monthly installments of Forty Four Thousand One Hundred Sixty Six and 67/100
Dollars ($44,166.67), each in advance on the 1st day of each calendar month
during said period, the first such installment, however, to be subject to
adjustment in the event that said Mortgage shall be paid in full on a day other
than the last day of a month.

     (d) For the period January 1st, 1973 to May 29, 1976, the sum of Five
Hundred Twenty Thousand Dollars ($520,000) annually in equal monthly
installments of Forty Three Thousand Three Hundred Thirty Three and 34/100
Dollars ($43,333.34), each in advance on the 1st day of each calendar month
during said period.

     SECTION 2.02.  Sublessee shall also pay to Sublessor, in like coin or
currency, at said address, as additional rent for each calendar year during the
term of this lease, commencing on January 1st, 1958, a sum (hereinafter referred
to as "overage rent") equal to one-third of the annual net income in excess of
the amounts hereinafter set forth

<Page>

                                CON 5024 PAGE 533

                                        8

(which amounts are hereinafter referred to as "minimum net income") derived by
Sublessee from the operation of the Demised Premises as Sublessee under this
lease:

<Table>
        <S>                                                       <C>
        During the period January 1st, 1958 to
        December 31st, 1972 ..................................... $ 2,750,000

        During the period commencing January 1st, 1973 and
        ending at the expiration of the term of this lease and
        all renewals thereof .................................... $ 2,740,000
</Table>

     The term "annual net income" shall mean the net income for any calendar
year derived by Sublessee from the leasehold estate created by this lease,
determined in the following manner:

           (1) The gross income derived from the Demised Premises shall be
        computed for each such calendar year on an accrual basis, in accordance
        with generally accepted accounting principles consistently applied, and
        shall include all income received from all sources whatsoever as a
        result of the operation of the Demised Premises, including any and all
        net refunds, rebates and recoveries of items previously charged as an
        expense (after deducting therefrom necessary expenses incurred in
        recovering same), but not including any refunds, rebates or recoveries
        of items not previously charged or deductible as an expense. Gross
        income, however, shall not include the proceeds from any loan or
        financing, or any proceeds from the sale of this lease and the leasehold
        estate created hereby. The proceeds of any insurance recovery arising
        from damage or destruction shall be included in gross income, but only
        as and when the repairs or restoration of such damage or destruction
        shall have been completed, and then only to the extent that such
        proceeds exceed the cost of such repairs or restoration.

<Page>

                                CON 5024 PAGE 534

                                        9

           (2) From the amount of such gross income for such calendar year, as
        provided in the foregoing paragraph (1), there shall be deducted the
        aggregate of the following: (i) the Ground Rent; (ii) management fees of
        a managing agent (or, if the demised premises are operated directly by
        Sublessee, an amount equal to such fees) not to exceed the regular rates
        then recommended by the Real Estate Board of New York, Inc.; (iii)
        leasing commissions (or, if there shall be no such commission payable in
        connection with the making of any lease, an amount equal to the
        commission that would have been payable to a broker for procuring such
        lease) not to exceed the regular rates then recommended by the Real
        Estate Board of New York, Inc.; (iv) cost of alterations for subtenants;
        (v) cost of capital improvements (other than alterations for
        subtenants); (vi) wages and salaries paid to building employees engaged
        in the operation and maintenance of the demised premises, including, but
        not limited to, any vacation pay, hospitalization and contributions to
        welfare funds pursuant to customary agreements with such employees or
        their representatives or required by law or governmental regulations;
        (vii) insurance premiums with respect to insurance policies required to
        be carried pursuant to Article 5 of this lease, and with respect to all
        other types of insurance, including compensation insurance, deemed
        proper by Sublessee and which may be reasonably approved by Sublessor,
        to cover any hazard against which Sublessee should be insured in
        connection with the kind of real estate referred to herein; (viii) all
        Impositions payable by Sublessee pursuant to Article 3 of this lease;
        (ix) uncollectible amounts due from subtenants; (x) sales taxes paid and
        other taxes paid to governmental agencies with respect to utilities and
        payrolls of building employees referred to in item (vi) above; (xi)
        advertising expenses in connection with offering for rent specific space
        in the Demised

<Page>

                                CON 5024 PAGE 535

                                       10

        Premises; (xii) reasonable fees for legal services incurred in
        connection with occupancy or collection of income and for accounting
        services in connection with the preparation of the annual reports
        hereinafter required to be submitted to Landlord and to Sublessor;
        (xiii) interest on loans incurred in connection with and used to pay for
        improvements made to the demised premises, together with the reasonable
        expenses of procuring such loans; and (xiv) any other necessary expenses
        in connection with the operation of the demised premises, properly
        chargeable against income, and not hereinafter expressly excluded. All
        amounts deducted under this paragraph (2) shall be computed on an
        accrual basis, in accordance with generally accepted accounting
        principles consistently applied.

           (3) There shall in no event, however, be deducted from gross income
        the following: (i) depreciation, depletion, obsolescence or amortization
        of the cost of, or any value attributed to, the leasehold estate created
        hereby; (ii) any taxes which may be paid which are not defined as
        Impositions in Article 3 hereof or deductible under clause (x) of the
        foregoing paragraph (2); (iii) basic rent, Net Rent and overage rent,
        and (iv) cost of repairs or restoration to the extent of insurance
        recovery.

           (4) Anything to the contrary notwithstanding, the amount of the
        deductions in each calendar year enumerated as items (iii), (iv), (v)
        and (vii) in paragraph (2) above, shall be computed as follows:

             "Leasing commissions"--proratably over the terms of the respective
           leases.
             "Cost of alterations for subtenants"--proratably over the terms of
           the respective leases.
             "Cost of capital improvements"--proratably over the useful life of
           such improvement or a term of ten years, whichever is lesser.

<Page>

                                CON 5024 PAGE 536

                                       11

             "Insurance premiums"--proratably over the terms of the respective
           policies.

           (5) If, during any calendar year, Sublessee shall make any cash
        payments for expenses incurred during such year on account of any of the
        items specified in (iv) and (v) of paragraph (2) of this Section 2.02,
        and the total of such cash payments is in excess of: (a) the aggregate
        of the deductions permitted to Sublessee under paragraph (2) of this
        Section 2.02 hereof on account of such expenses, plus (b) the proceeds
        of any financing arranged for or in connection with any such expenses,
        then any amount which (except for the provisions of this paragraph (5)
        of this Section 2.02) would otherwise have been the overage rent
        calculated for such calendar year under Section 2.02 shall be reduced by
        that portion of said amount which is equal to one-third (1/3) of said
        excess of such cash payments (or by said amount itself, whichever is the
        lesser), and the remainder of said amount, if any, shall be paid as
        overage rent for such calendar year pursuant to this Section 2.02.
        One-fifth (1/5) of the amount of such reduction shall be overage rent
        for each of the five (5) succeeding calendar years, and shall be payable
        to Sublessor, together with any other overage rent which may be payable
        pursuant to this Section 2.02 for such succeeding years, on the first
        day of April of each such year.

           (6) Sublessee shall submit to Sublessor on or before April 1st of
        each year, commencing April 1, 1959, a certified report prepared by
        independent public accountants of recognized standing showing the net
        income, as defined herein, and the calculation specified in paragraph
        (5) of this Section 2.02 hereof, for the preceding calendar year, and at
        the time of submitting such report shall pay to Sublessor the overage
        rent under this Section 2.02 shown to be due by such report.

<Page>

                                CON 5024 PAGE 537

                                       12

           (7) Sublessee shall maintain suitable books of account at the address
        to which notices are required to be addressed by Sublessor to Sublessee
        as hereinafter in Article 22 set forth; and the same as to each year
        shall be available for inspection and audit by Sublessor or its agents
        at any reasonable time during or within six (6) months after the
        expiration of each respective calendar year. Nothing in this Section or
        in any other portion of this lease shall be construed to imply that the
        relationship of Sublessor and Sublessee is other than that of landlord
        and tenant.

           (8) For purposes of the calculation to be made under this Section
        2.02, each calendar year shall be regarded as independent of any other
        calendar year during the term of this lease; so that the amount, if any,
        by which the net income in any calendar year was less than the minimum
        net income for that year shall not be treated as a deduction or credit
        in the computation of net income or overage rent for any other calendar
        year.

           (9) Any dispute with respect to the provisions of this Section 2.02
        shall be submitted to and determined by arbitration in accordance with
        the provisions of Article 25 hereof.

     SECTION 2.03. Sublessee shall deposit under the terms of Section 2.05
hereof, at least one calendar month before same shall become due under the
Ground Lease, a sum or sums equal to the Ground Rent as same may be fixed from
time to time pursuant to the provisions of the Ground Lease (except that an
amount equal to the Ground Rent due under the Ground Lease on January 1, 1958
shall be so deposited by certified check of Sublessee on January 2, 1958, and
Sublessee shall not be entitled to the benefit of any grace period provided for
in Section 19.01 hereof with respect to the making of such deposit), provided,
however, that Sublessor may, by written notice, require

<Page>

                                CON 5024 PAGE 538

                                       13

Sublessee from time to time to pay the Ground Rent directly to the Ground Lessor
on or before the due date thereof, in which event Sublessee shall promptly
furnish proof reasonably satisfactory to Sublessor of the payment thereof. To
the extent that it shall be permissible under the Ground Lease and the Mesne
Lease, Sublessee may, without expense to Sublessor, participate in any
arbitration or other proceeding by which the Ground Rent is fixed.

     SECTION 2.04. Sublessee shall also deposit under the terms of Section 2.05
hereof, at least one calendar month before same shall become due under the Mesne
Lease, a sum or sums equal to the Net Rent, as same may be fixed from time to
time pursuant to the provisions of the Mesne Lease (except that an amount equal
to the Net Rent due under the Mesne Lease on January 1, 1958 shall be so
deposited by certified check of Sublessee on January 2, 1958, and Sublessee
shall not be entitled to the benefit of any grace period provided for in Section
19.01 hereof with respect to the making of such deposit), provided, however,
that Sublessor may, by written notice, require Sublessee from time to time to
pay the Net Rent directly to Landlord on or before the due date thereof, in
which event Sublessee shall promptly furnish proof reasonably satisfactory to
Sublessor of the payment thereof.

     SECTION 2.05. All sums to be deposited by Sublessee pursuant to Sections
2.03, 2.04 and 3.02 of this lease shall be deposited by Sublessee with an
attorney or attorneys (hereinafter called "Escrow Agent") to be selected by
Sublessor, to be held in escrow by such Escrow Agent in a special account in a
bank or trust company which is a member of the New York Clearing House
Association, upon the following terms and conditions:

     (a) Such sums shall be paid over by the Escrow Agent, in accordance with
the terms of the Mesne Lease, only to the Ground Lessor, Landlord or the taxing
authority, as the case may be, in payment of the Ground Rent, Net Rent

<Page>

                                CON 5024 PAGE 539

                                       14

and real estate taxes for the payment of which said sums were deposited.

     (b) In the event of a default by Sublessor as Tenant under the Mesne Lease
resulting in a termination of said Mesne Lease, then, unless such default shall
have resulted directly or indirectly from a default hereunder either by
Sublessee or caused by any subtenant, all sums held by said Escrow Agent shall
be returned to Sublessee.

     (c) In the event of the expiration or the sooner termination of this lease
in accordance with its provisions, unless such termination shall have resulted
directly or indirectly from a default hereunder either by Sublessee or caused by
any subtenant, said Escrow Agent shall refund to Sublessee so much of the sums
then held by it as shall have been deposited by Sublessee on account of (A) any
installment or installments of Ground Rent and Net Rent which are not then due
and payable to Ground Lessor and/or Landlord under the terms of the Mesne Lease
and (B) either (i) the last two tax deposits made pursuant to Section 3.02
hereof, if such expiration or sooner termination shall occur during the months
of January, February, March, June, July, August, September or December, or (ii)
the last tax deposit so made, if such expiration or sooner termination shall
occur during the months of May or November; provided, however, that if such
expiration or sooner termination shall occur during the months of April or
October, no refund of any tax deposits shall be made. If the tax fiscal year
ending June 30 presently used by The City of New York shall be changed, an
appropriate adjustment shall be made in the foregoing.
     In the event of an assignment, sale or other transfer of Sublessor's
interest in this lease and the Mesne Lease after December 31, 1958, any sums
held by the Escrow Agent shall thereupon be delivered, subject to the provisions
of this Section 2.05, to an attorney or attorneys selected by the assignee or
transferee and approved by Sublessee, which approval shall not be unreasonably
withheld.

<Page>

                                CON 5024 PAGE 540

                                       15

     Sublessor and Sublessee agree that, except for a wilful or negligent
violation of the terms of the escrow deposit, the Escrow Agent shall not be
responsible or liable to any person for the care or safekeeping or application
of the funds deposited with it, and that Escrow Agent shall not be liable for
any interest on said funds.

     SECTION 2.06. It is the purpose and intent of Sublessor and Sublessee that
the basic rent and overage rent shall be net to Sublessor, so that this lease
shall yield, net, to Sublessor the basic rent specified in Section 2.01 hereof
in each year during the initial term of this lease, the basic rent specified in
Article 20 hereof in each year during each renewal term hereof, and the overage
rent specified in Section 2.02 hereof during each year of the initial term and
each renewal term hereof if renewed as provided in said Article 20, and that all
costs, expenses and charges of every kind and nature relating to the Demised
Premises (except the taxes of Sublessor referred to in Section 3.02 of Article 3
hereof and any payments on account of interest or principal under any mortgage
or deed of trust which shall be a lien on the fee of the premises of which the
Demised Premises are a part, or on the estate created by the Grant of Term, on
the leasehold estate created by the Ground Lease or on the leasehold estate
created by the Mesne Lease) which may arise or become due during or out of the
term of this lease shall be paid by Sublessee, and that Sublessor shall be
indemnified and saved harmless by Sublessee from and against the same.

     SECTION 2.07. The basic rent, overage rent, Net Rent and Ground Rent shall
be paid or deposited without notice or demand and without abatement, deduction
or set-off, except as otherwise expressly provided in this lease.

     SECTION 2.08. All sums (other than the basic rent) which may be or become
due and payable or are to be

<Page>

                                CON 5024 PAGE 541

                                       16

deposited by Sublessee pursuant to any provision of this lease shall be deemed
to be additional rent hereunder and, except as in this lease otherwise expressly
provided, shall be paid or deposited without notice or demand and without
abatement, deduction or setoff, and, upon the failure of Sublessee to pay or
deposit any such sums, then, at the option of Sublessor, the same may be added
to any installment of basic rent then due or thereafter becoming due; and
Sublessor shall have the same rights and remedies in the event of the
non-payment or non-deposit thereof by Sublessee as in the case of default in the
payment of basic rent.

                                    ARTICLE 3

                       PAYMENT OF TAXES, ASSESSMENTS, ETC.

     SECTION 3.01. Subject to the provisions of Sections 3.03 and 3.05 hereof,
Sublessee shall pay or deposit, at the times and in the manner hereinafter
specified, all amounts payable by Tenant pursuant to Section 3.01 of the Mesne
Lease in respect of taxes, charges, assessments and water and sewer rents; and
Sublessee shall also pay before any fine, penalty, interest or cost may be added
thereto, or become due or be imposed by operation of law for the nonpayment
thereof, any and all other taxes, assessments, rents, rates, charges for public
utilities, excises, levies, vault and all other license and permit fees and
other governmental charges, general and special, ordinary and extraordinary,
unforeseen and foreseen, of any kind and nature whatsoever, which at any time
prior to or during the term of this lease may be assessed, levied, confirmed,
imposed upon, or grow or become due and payable out of or in respect of, or
become a lien on, the Demised Premises or any part thereof or any appurtenance
thereto, the income received from subtenants, any use or occupation of the
Demised Premises, and such franchises as may be appurtenant to the use of the
Demised Premises,

<Page>

                                CON 5024 PAGE 542

                                       17

this transaction or any document to which Sublessee is a party creating or
transferring on interest or estate in the Demised Premises, and any document
heretofore executed and delivered creating or transferring the interest of
Landlord or Sublessor in the Demised Premises (all such taxes, assessments,
rents, rates, excises, levies, fees and other charges being hereinafter referred
to as "Impositions", and any of the same being hereinafter referred to as an
"Imposition").

     SECTION 3.02. All Impositions payable by Sublessee hereunder, other than
real estate taxes, shall be paid by Sublessee (a) to Sublessor at least 15 days
before the date on which the same shall become payable by Sublessor to Landlord
pursuant to Article 3 of the Mesne Lease, or (b) if permitted by the Mesne
Lease, directly to the governmental authority to which said Imposition is
payable, on or before the last day on which the same may be paid without
penalty.
     Sublessee's obligations with respect to the payment of real estate taxes
shall be discharged in the following manner: On January 2, 1958 Sublessee shall
deposit with the Escrow Agent by certified check of Sublessee a sum equal to
one-quarter of that portion of the real estate taxes for the tax year 1957-1958
which is required to be paid pursuant to the terms of the Mesne Lease, with
respect to which deposit Sublessee shall not be entitled to the benefit of any
grace period provided for in Section 19.01 hereof. On February 1st, 1958 and on
the 1st day of each month thereafter, Sublessee shall deposit with the Escrow
Agent a sum equal to one-twelfth of that portion of the real estate taxes for
the then current tax year which is required to be paid pursuant to the Mesne
Lease or, in the event that the amount of such real estate taxes shall not then
have been fixed, such deposit shall be based upon real estate taxes for the
preceding tax year. The Escrow Agent shall pay out of the money so deposited the
portion of real estate taxes payable under the Mesne Lease pursuant to Article 3

<Page>

                                CON 5024 PAGE 543

                                       18

thereof, and the Escrow Agent will furnish to Sublessee, promptly after such
payment, reasonable proof thereof. In the event that the accumulated monthly
deposits shall be insufficient to pay any portion of such real estate taxes
under the Mesne Lease at least thirty days prior to the date when the same shall
become due and payable thereunder, Sublessee shall, immediately upon demand,
deposit with the Escrow Agent an additional sum which, when added to such
accumulated deposits, shall be sufficient to pay such real estate taxes. Any
excess of such deposits in the hands of the Escrow Agent immediately after such
payment under the Mesne Lease shall be credited on account of the next monthly
deposit.

     SECTION 3.03. Nothing herein contained shall require Sublessee to pay
income taxes or corporation franchise or excess profits taxes or estate,
inheritance, succession or transfer taxes or capital levies assessed against or
imposed upon Sublessor; provided, however, that if at any time during the term
of this lease the methods of taxation prevailing at the commencement of the term
hereof shall be altered so as to cause the whole or any part of the taxes,
assessments, levies, impositions or charges now or hereafter levied, assessed or
imposed on real estate and the improvements thereon to be levied, assessed and
imposed wholly or partially on the rents received therefrom, or to be measured
by or based, in whole or in part, upon the Demised Premises and imposed upon
Sublessor, then all such taxes, assessments, levies, impositions or charges, or
the part thereof so levied, assessed, imposed, measured or based, shall be
deemed to be included within the term "Impositions" for the purposes hereof, to
the extent that such Impositions would be payable if the Demised Premises were
the only property of Sublessor subject to such Impositions, and Sublessee shall
pay and discharge the same as herein provided in respect of the payment of
Impositions.

<Page>

                                CON 5024 PAGE 544

                                       19

     Nothing herein shall require Sublessee to pay any portion of the
Impositions in respect of the Demised Premises which shall be payable by the
Ground Lessor except to the extent that Sublessor, as Tenant under the Mesne
Lease shall be obligated to pay, or reimburse the Landlord for the payment of,
the same.

     SECTION 3.04. Sublessor may, by written notice, require Sublessee, from
time to time, in lieu of making monthly deposits pursuant to Section 3.02
hereof, to pay directly to the Ground Lessor on or before the due date thereof
all amounts payable to Ground Lessor in respect of Impositions pursuant to
Paragraph First of the Ground Lease. Sublessee will furnish to Sublessor,
promptly after payment thereof, receipts for all Impositions paid by Sublessee
pursuant to this Article to persons other than Sublessor. Sublessor will deliver
to Sublessee copies of any bills or notices received by Sublessor with respect
to any Impositions payable by Sublessee. To the extent that same is permissible
under the Ground Lease and the Mesne Lease, Sublessee may, at its sole cost and
expense, participate in any arbitration proceeding held pursuant to Paragraph
First of the Ground Lease for the purpose of determining, the proportion of any
imposition payable by the Ground Lessor, and the portion thereof payable by the
Ground Lessee.

     SECTION 3.05. Sublessee shall have the right to contest the amount or
validity, in whole or in part, of any Imposition by appropriate proceedings
diligently conducted in good faith and (if payment of such Imposition would
operate as a bar to such contest or interfere materially with the prosecution
thereof) may postpone or defer payment of such Imposition, provided that

           (a) neither the Demised Premises nor any part thereof would, by
        reason of such postponement or deferment, be in danger of being
        forfeited or lost,

<Page>

                                CON 5024 PAGE 545

                                       20

           (b) such contest (if in respect of any Imposition payable under the
        Mesne Lease) shall be permitted by the Mesne Lease and Sublessee shall
        furnish all security and indemnities as are required under the Mesne
        Lease to be furnished by Tenant under such circumstances,

           (c) such postponement or deferment (if in respect of any Imposition
        payable under the Mesne Lease) will entitle Sublessor, as Tenant, to a
        corresponding postponement or deferment under the Mesne Lease, and

           (d) in case of any such postponement or deferment, Sublessee shall
        have deposited with Sublessor the amount so contested and unpaid,
        together with all interest and penalties in connection therewith and all
        charges that may or might be assessed against or become a charge on the
        Demised Premises or any part thereof in such proceedings, or shall have
        furnished to Sublessor security reasonably satisfactory to Sublessor
        sufficient to cover said amount, interest, penalties and charges.

     Upon the termination of any such proceedings, Sublessee shall pay the
amount of such Imposition or part thereof as finally determined in such
proceedings, the payment of which may have been deferred during the prosecution
of such proceedings, together with any costs, fees, interest, penalties or other
liabilities in connection therewith, and, upon such payment, Sublessor shall
return, without interest, any amount deposited with it with respect to such
Imposition as aforesaid, or, at the written request of Sublessee, Sublessor
shall make available to Sublessee, upon such reasonable conditions as Sublessor
may prescribe, the amount of such deposit for the making of such payment as
aforesaid. If, at any time during the continuance of such proceedings, Sublessor
shall deem any amount deposited as aforesaid insufficient, Sublessee shall, upon

<Page>

                                CON 5024 PAGE 546

                                       21

demand, make an additional deposit, as aforesaid, of such additional sum as
Sublessor reasonably may request, and upon failure of Sublessee so to do, the
amount theretofore deposited may be applied by Sublessor to the payment, removal
and discharge of such Imposition, and the interest and penalties in connection
therewith and any costs, fees or other liability accruing in any such
proceedings, and the balance, if any, shall be returned to Sublessee.

     SECTION 3.06. Sublessor shall not be required to join in any proceedings
referred to in Section 3.04 hereof unless the Mesne Lease or the provisions of
any applicable law, rule or regulation at the time in effect shall require that
such proceedings be brought by and/or in the name of Sublessor, in which event
Sublessor shall join in such proceedings or permit the same to be brought in its
name. Sublessor shall not ultimately be subjected to any liability for the
payment of any costs or expenses in connection with any such proceedings, and
Sublessee shall indemnify and save harmless Sublessor from any such costs and
expenses. Sublessee shall be entitled to any refund of any Imposition and
penalties or interest thereon received by Sublessor which have been paid by
Sublessee, or which have been paid by Sublessor but previously reimbursed in
full by Sublessee, and which, in either event, shall not be payable to the
Ground Lessor.

     SECTION 3.07. Notwithstanding the foregoing provisions of this Article 3,
Sublessee shall not be obligated to make any payments in respect of any
Impositions pursuant hereto until the rendition by Sublessor to Sublessee of a
bill therefor, showing the aggregate amount of such Impositions and the portion
thereof payable by Sublessee pursuant hereto, except that pending receipt by
Sublessee of a bill for real estate taxes, Sublessee shall continue to make the
tax deposits required by Section 3.02 hereof in the amounts payable during the
preceding tax year.

<Page>

                                CON 5024 PAGE 547

                                       22

                                    ARTICLE 4

                                    SURRENDER

     SECTION 4.01. On the last day of the term hereof or upon any earlier
termination of this lease, or upon any re-entry by Sublessor upon the Demised
Premises pursuant to Article 19 hereof, Sublessee shall surrender the Demised
Premises, together with all fixtures and articles of personal property attached
to or used in the operation thereof, into the possession and use of Sublessor
without delay and in good order, condition and repair, reasonable wear and tear
excepted, free and clear of all lettings and occupancies other than subleases
permitted by this lease and any existing subleases and free and clear of all
liens and encumbrances other than those, if any, permitted by this lease or
created or consented to by Sublessor.

     SECTION 4.02. Where furnished by or at the expense of any subtenant,
furniture, trade fixtures and business equipment (not constituting part of the
Demised Premises) may be removed by Sublessee or by such subtenant at or prior
to the termination of its sublease, provided, however, that the removal thereof
will not contravene the provisions of the Ground Lease or the Mesne Lease and
that Sublessee shall with due diligence, and without expense to Sublessor, cause
the Building to be promptly restored to its condition prior to such removal and
cause any injury due to such removal to be promptly repaired.

     SECTION 4.03. Any personal property of Sublessee or any subtenant which
shall remain in the Building after the termination of this lease or any sublease
and the removal of Sublessee or such subtenant from the Building, may, at the
option of Sublessor be deemed to have been abandoned by Sublessee or such
subtenant and either may be retained by Sublessor as its property or be disposed
of, without accountability, in such manner as Sublessor may see fit.

<Page>

                                CON 5024 PAGE 548

                                       23

     SECTION 4.04. Sublessor shall not be responsible for any loss or damage
occurring to any property owned by Sublessee or any subtenant.

     SECTION 4.05. The provisions of this Article 4 shall survive any
termination of this lease.

                                    ARTICLE 5

                                    INSURANCE

     SECTION 5.01. Sublessee, at its sole cost and expense, shall keep the
Building insured, during the term of this lease, against loss or damage by fire,
lightning, windstorm, hail, explosion, riot and civil commotion, aircraft and
vehicles and smoke, and all other available extended coverage (with provisions
for deduction of not more than $50) in an amount which is not less than 100% of
the replacement value of the Building, without any deduction being made for
depreciation, to the extent such insurance is available. Such replacement value
shall be determined from time to time, but not more frequently than once in any
24 consecutive calendar months, at the request of Sublessor, by one of the
insurers or, at the option of Sublessor by an appraiser, architect or contractor
who shall be reasonably acceptable to Landlord, Sublessor and Sublessee. No
omission on the part of Sublessor to request any such determination shall
relieve Sublessee of its obligations hereunder.

     SECTION 5.02. Sublessee, at its sole cost and expense, shall maintain:

           (a) comprehensive general public liability insurance against claims
        for bodily injury, death or property damage, occurring thereon, in or
        about the Demised Premises or the elevators or any escalator therein and
        on, in or about the adjoining streets, property and passageways, such
        insurance to afford minimum

<Page>

                                CON 5024 PAGE 549

                                       24

        protection, during the term of this lease, of not less than $500,000 in
        respect of bodily injury or death to any one person, and of not less
        than $2,000,000 in respect of any one accident, and of not less than
        $100,000 for property damage;

           (b) boiler insurance, provided the Building contains a boiler, and,
        if requested by Sublessor, plate glass insurance;

           (c) war risk insurance upon the Building as and when such insurance
        is obtainable from the United States of America, or any agency or
        instrumentality thereof, in an amount equal to the lesser of the full
        replacement value thereof or the maximum amount of such insurance
        obtainable;

           (d) rent insurance against loss of rent due to the risks referred to
        in Section 5.01 (including those embraced by available extended
        coverage) in an amount sufficient to prevent Sublessor (and Sublessee,
        if named as an insured) from being a co-insurer within the terms of the
        policy or policies in question, but in any event in an amount not less
        than the basic rent and all estimated additional rent hereunder for 18
        months; and in the event that the Building shall be destroyed or
        seriously damaged, Sublessee shall cause to be deposited with Sublessor
        so much of the proceeds of such insurance as shall equal the basic rent
        and all estimated additional rent for one year. Sublessor may deposit
        with Landlord, out of the insurance proceeds so deposited with
        Sublessor, the amount required to be deposited by Sublessor, as Tenant,
        under Section 5.02(d) of the Mesne Lease, to be held and applied by
        Landlord in the manner therein provided, and the balance of such
        proceeds shall be held and applied by Sublessor on account of the
        payment of such basic rent and additional rent until the restoration of
        the Building, at which time, provided Sublessee is not then in default,
        the balance, if any, of such deposit, together with any

<Page>

                                CON 5024 PAGE 550

                                       25

        sums returned by Landlord to Sublessor shall be returned by Sublessor to
        Sublessee; and

           (e) such other insurance, and in such amounts, as may from time to
        time be reasonably required by Sublessor against other insurable hazards
        which at the time are commonly insured against in the case of premises
        similarly situated, due regard being given to the height and type of
        building, its construction, use and occupancy.

     Sublessee shall not violate or permit to be violated any of the conditions
or provisions of any policy provided for in Section 5.01 or 5.02 and Sublessee
shall so perform and satisfy the requirements of the companies writing such
policies that at all times companies of good standing satisfactory to Sublessor
shall be willing to write and/or to continue such insurance.

     SECTION 5.03. Sublessee may effect for its own account any insurance not
required under the provisions of this lease, but any insurance effected by
Sublessee on the Building, whether or not required under this Article 5, shall
be for the benefit of Landlord, Sublessor and Sublessee, and, if required by
Sublessor, any leasehold mortgagee of the Mesne Lease, and shall be subject to
all other provisions of this Article 5 and of Article 15 hereof. Sublessee shall
promptly notify Sublessor of the issuance of any such insurance.

     SECTION 5.04. All insurance provided for in this Article 5 shall be
effected under valid and enforceable policies issued by insurers of recognized
responsibility which are licensed to do business in the State of New York, are
well rated by national rating organizations, and have been approved in writing
by Landlord and by Sublessor (such approval not to be unreasonably withheld)
and, in the case of insurance provided for in Section 5.01, by the Ground
Lessor. Upon the execution of this lease, and thereafter

<Page>

                                CON 5024 PAGE 551

                                       26

not less than 20 days prior to the expiration dates of the expiring policies
theretofore furnished pursuant to this Article 5 or Article 9 hereof, originals
of the policies, bearing notations evidencing the payment of premiums or
accompanied by other evidence satisfactory to Landlord and to Sublessor of such
payment, shall be delivered by Sublessee to Sublessor. Said policies shall be
held by Sublessor, or at its option, may be delivered to and deposited with the
Landlord or the Ground Lessor. Upon request by Sublessor, Sublessee shall
furnish one or more duplicate copies of any policy.
     If permitted by Landlord under the Mesne Lease, any insurance provided for
in this Article 5 may be effected by a policy or policies of blanket insurance,
provided however that either (a) any such policy or policies of blanket
insurance shall specify therein, or (b) Sublessee shall furnish Sublessor with a
written statement from the insurers under such policy or policies specifying,
the amount of the total insurance allocated to the Demised Premises; and
provided further, that in all other respects, any such policy or policies shall
comply with the other provisions of this lease.

     SECTION 5.05. All policies of insurance provided for in Sections 5.01 and
5.02 hereof shall name Landlord, Sublessor and (in the case of those provided
for in Section 5.01) the Ground Lessor, as the insureds, as their respective
interests may appear. Subject to the provisions of the Ground Lease, such
policies may also name Sublessee as an insured, as its interest may appear, and
may be made payable to any Leasehold Mortgagee and any leasehold mortgagee of
the Mesne Lease, as their interests may appear, pursuant to a standard mortgagee
clause. The loss, if any, under any policies provided for in such Section 5.01
and in paragraphs (c) and (e) of Section 5.02 shall be adjusted with the
insurance companies by (a) Sublessee, in the case of any particular casualty
resulting in damage or destruction not exceeding $100,000 in the aggregate, or
(b) Landlord, Sublessor, Sublessee, any Leasehold Mortgagee,

<Page>

                                CON 5024 PAGE 552

                                       27

and any leasehold mortgagee of the Mesne Lease, in the case of any particular
casualty resulting in damage or destruction exceeding $100,000 but not exceeding
$250,000 in the aggregate, or (c) by Landlord and (to the extent required or
permitted by the Ground Lease and the Mesne Lease) by the Ground Lessor and/or
Sublessor, Sublessee, Leasehold Mortgagee, and/or any leasehold mortgagee of the
Mesne Lease, as their respective interests may appear, in the case of any
particular casualty resulting in damage or destruction exceeding $250,000 in the
aggregate. The proceeds of any such insurance, as so adjusted, shall be payable:

           (i) to Sublessee, in the case of any particular casualty resulting in
        damage or destruction not exceeding $100,000 in the aggregate, or

           (ii) to Landlord (or, at Sublessor's election, to an insurance
        trustee which shall be a bank or trust company which is a member of the
        New York Clearing House Association, selected by Sublessor, and whose
        charges shall be paid by Sublessee), for the purposes set forth in
        Article 15, in the case of any particular casualty resulting in damage
        or destruction exceeding $100,000, but not exceeding $250,000, in the
        aggregate, or

           (iii) in the case of any particular casualty resulting in damage or
        destruction exceeding $250,000 in the aggregate, either (A) to the
        insurance trustee designated pursuant to Paragraph Seventh of the Ground
        Lease in the case of proceeds of insurance provided for in Section 5.01
        hereof or (B) to Landlord (or, at Sublessor's election, to an insurance
        trustee selected as provided in clause (ii) of this Section), for the
        purposes set forth in Article 15, in the case of proceeds of insurance
        provided for in Section 5.02 hereof.

All such policies shall provide that the loss, if any, thereunder shall be
adjusted and paid as hereinabove

<Page>

                                CON 5024 PAGE 553

                                       28

provided. Each such policy shall contain (if obtainable) a provision that no act
or omission of Sublessee shall affect or limit the obligation of the insurance
company to pay to Landlord and to Sublessor the amount of any loss sustained and
an agreement by the insurer that such policy shall not be cancelled without at
least 10 days' prior written notice to Landlord, Sublessor and (in the case of
policies provided for in Section 5.01) the Ground Lessor.

     SECTION 5.06. If, at any time during the term of this lease, Sublessor
shall request that the amount of liability insurance provided by Sublessee, as
required by Section 5.02 and paragraph (g) of Section 9.01 hereof, be increased
on the ground that such coverage is inadequate properly to protect the interest
of Sublessor, or if Sublessor shall require other insurance pursuant to the
provisions of paragraph (e) of Section 5.02, and Sublessee shall refuse to
comply with any such request or requirement, the dispute shall be submitted to
arbitration as provided in Article 25 hereof. Sublessee shall thereafter carry
the amount, and such kind, of insurance as determined by such arbitration to be
adequate and required, but in no event shall the amount of public liability
insurance be less than the amounts specified in Section 5.02 and in paragraph
(g) of Section 9.01 hereof.

     SECTION 5.07. Upon the expiration of this lease, the unearned premiums upon
any transferable insurance policies lodged with Sublessor by Sublessee shall be
apportioned, if Sublessee shall not then be in default in the performance of
any of Sublessee's covenants, agreements and undertakings in this lease.

                                    ARTICLE 6

               SUBLESSOR'S RIGHT TO PERFORM SUBLESSEE'S COVENANTS

     SECTION 6.01. If Sublessee shall at any time fail to pay any Imposition in
accordance with the provisions of Article

<Page>

                                CON 5024 PAGE 554

                                       29

3 hereof, or to pay for or maintain any of the insurance policies provided for
in Article 5 hereof, or to make any other payment or perform any other act on
its part to be made or performed hereunder, then Sublessor, after 15 days'
notice to Sublessee (or, if necessary to avoid a default under the Mesne Lease,
after 5 days' notice, or, in case of any emergency, on such notice, or without
notice, as may be reasonable under the circumstances) and without waiving, or
releasing Sublessee from, any obligation of Sublessee hereunder, may (but shall
not be required to):

           (a) pay any Imposition payable by Sublessee pursuant to the
        provisions of Article 3 hereof, or

           (b) pay for and maintain any of the insurance policies provided for
        in Article 5 hereof, or

           (c) make any other payment or perform any other act on Sublessee's
        part to be made or performed as in this lease provided,

and may enter upon the Demised Premises for the purpose and take all such action
thereon as may be necessary therefor.

     SECTION 6.02. All sums so paid by Sublessor and all costs and expenses
incurred by Sublessor in connection with the performance of any such act
(together with interest thereon at the rate of 6% per annum from the respective
dates of Sublessor's making of each such payment or incurring of each such cost
and expense) shall constitute additional rent payable by Sublessee under this
lease and shall be paid by Sublessee to Sublessor on demand, and Sublessor shall
not be limited in the proof of any damages which Sublessor may claim against
Sublessee arising out of or by reason of Sublessee's failure to provide and keep
in force insurance as aforesaid, to the amount of the insurance premium or
premiums not paid or incurred by Sublessee and which would have been payable
upon such insurance, but Sublessor shall also be

<Page>

                                CON 5024 PAGE 555

                                       30

entitled to recover as damages for such breach, the uninsured amount of any loss
(to the extent of any deficiency in the insurance required by the provisions of
this lease), damages, costs and expenses of suit suffered or incurred by reason
of damage to, or destruction of, the Demised Premises, occurring during any
period when Sublessee shall have failed or neglected to provide insurance as
aforesaid. However, any amount so recovered by the Sublessor for damages to the
Demised Premises shall be subject to the provisions of Article 15 hereof.

                                    ARTICLE 7

                    REPAIRS AND MAINTENANCE OF THE PROPERTY,
                              STEAM AND ELECTRICITY

     SECTION 7.01. During the term of this lease, Sublessee, at its sole cost
and expense, will take good care of the Building (including the fixtures and
facilities therein), and the sidewalks, driveways and curbs adjoining the
Building and will maintain and keep the same in good order and condition, and
make all necessary repairs thereto, interior and exterior, structural and
non-structural, ordinary and extraordinary, and foreseen and unforeseen, unless
prohibited by the Ground Lease and not consented to by Ground Lessor. When used
in this Article 7, the term "repairs" shall include all necessary replacements,
renewals, alterations, additions and betterments. All repairs made by Sublessee
shall be equal in quality and class to the original work. Nothing in this
Section contained shall obligate Sublessee to repair any portion of the Building
excepted from the Demised Premises if and to the extent that the Ground Lessor
is obligated under the Ground Lease to make such repairs at its own cost and
expense without reimbursement from Landlord as Ground Lessee. Without limiting
the generality of the foregoing, Sublessee shall cause all windows in the north
and east walls of the Building, including the north wall of the south wing, to
be caulked and all split, buckled or otherwise damaged slate

<Page>

                                CON 5024 PAGE 556

                                       31

window sills in the Building to be replaced on or before May 1, 1958, and
Sublessee will, promptly after notice of written request by Landlord to
Sublessor, cause all other windows of the Building to be caulked, when and if,
in Landlord's reasonable judgment, such caulking shall be necessary.

     SECTION 7.02. The necessity for and adequacy of repairs to the Building
pursuant to Section 7.01 hereof shall be measured by the standard which is
appropriate for buildings of similar construction and class, provided that
Sublessee shall in any event make all repairs required to be made by the Tenant
under the Mesne Lease.

     SECTION 7.03. Sublessee shall maintain all portions of the Building and the
adjacent sidewalks, driveways and curbs in a clean and orderly condition, free
of dirt, rubbish, snow, ice and unlawful obstructions; provided, however, that
Sublessee shall not be responsible for the maintenance, lighting, cleaning and
policing of the passageway extending from Lexington Avenue to the Grand Central
Terminal building, but Sublessee shall pay to Sublessor (or, on Sublessor's
written request, to the Railroad Company), promptly upon rendition of bills
therefor, the portion of the expense of such maintenance, lighting, cleaning and
policing which Sublessor is required to pay as Tenant under the Mesne Lease.

     SECTION 7.04. Sublessor shall not be required to furnish any services or
facilities, or to make any repairs or alterations, in or to the Building.
Sublessee hereby assumes full responsibility for the condition, operation,
repair, replacement, maintenance and management of the Building except to the
extent that (in the case of portions thereof excepted from the Demised Premises)
the Ground Lessor is responsible therefor under the Ground Lease.

     SECTION 7.05. Sublessee shall, at its own cost and expense, take all action
necessary to obtain directly from

<Page>

                                CON 5024 PAGE 557

                                       32

the public utility companies furnishing such service in the Borough of
Manhattan, City and State of New York, a sufficient supply of all electric
current and all steam required for any and all purposes in the Demised Premises.
All such arrangements (including the installation, in accordance with plans and
specifications approved by Sublessor, Landlord and the Ground Lessor, of all
mains, pipes, condensate lines, conduits, drip tanks, pumps, ejectors, meter
equipment and other facilities required for the purpose of obtaining such
service and disposing of any condensate therefrom and the installation of all
such rectifiers, motor generators and other equipment, and the doing of such
wiring and other work as may be required to enable Sublessee to use the electric
current to be supplied by such public utility company for the operation of
elevators, ventilating fans, pumps and heavy machinery in the Demised Premises)
shall be completed and such service shall commence on or before January 1, 1959.
Without limiting the generality of the foregoing provisions of this Article,
Sublessee shall be responsible for the maintenance and repair of such
facilities. Pending the completion of such arrangements and the commencement of
such service, Sublessor assigns to Sublessee its right to receive from the
Ground Lessor and/or the Landlord, subject to the provisions of Paragraph Eighth
of the Ground Lease and of Section 7.05 of the Mesne Lease, all such direct
current and steam as the Ground Lessor is obligated to furnish under the Ground
Lease for the Demised Premises, but Sublessor shall not be responsible for the
furnishing of such service except to the extent of permitting Sublessee to take
such action as Sublessor is permitted by the Mesne Lease to take in Landlord's
name, as may be required to enforce said provisions of the Ground Lease.

     SECTION 7.06. During the initial term of this lease, Sublessee shall, upon
written request of Landlord, appoint from a list submitted by Landlord of at
least four real estate firms specializing in the management and operation

<Page>

                                CON 5024 PAGE 558

                                       33

of high grade office buildings in the Borough of Manhattan, one such firm to act
as its agent in the management of the Demised Premises. After any such
appointment of an agent, upon 30 days' notice from Landlord, Sublessee shall
replace any such agent by appointment of another from a list of at least six
such firms submitted by Landlord. Sublessee may at any time substitute or
replace such appointed agent with any other agent selected from the
last-furnished list.

                                    ARTICLE 8

                     COMPLIANCE WITH LAWS, ORDINANCES, ETC.

     SECTION 8.01. During the term of this lease, Sublessee, at its sole cost
and expense, shall promptly comply with all present and future laws, ordinances,
orders, rules, regulations and requirements of all federal, state and municipal
governments, courts, departments, commissions, boards and officers, any national
or local Board of Fire Underwriters, or any other body exercising functions
similar to those of any of the foregoing, foreseen or unforeseen, ordinary as
well as extraordinary, which may be applicable to the Demised Premises and the
sidewalks, curbs and vaults adjoining the Demised Premises or to the use or
manner of use of the Demised Premises or the owners, tenants or occupants
thereof, whether or not such law, ordinance, order, rule, regulation or
requirement shall necessitate structural changes or improvements, or the removal
of any encroachments or projections, ornamental, structural or otherwise, onto
or over the streets adjacent to the Demised Premises, or onto or over other
property contiguous or adjacent thereto.

     SECTION 8.02. Sublessee shall have the right to contest by appropriate
proceedings diligently conducted in good faith, in the name of Landlord,
Sublessor, Sublessee, or any of them, without cost or expense to Landlord or to

<Page>

                                CON 5024 PAGE 559

                                       34

Sublessor, the validity or application of any law, ordinance, order, rule,
regulation or requirement of the nature referred to in Section 8.01 hereof,
provided that such contest shall be permitted by the Ground Lease and the Mesne
Lease and Sublessee shall have furnished to the Ground Lessor and to Landlord
such indemnities as may be required by the terms of the Ground Lease or the
Mesne Lease. If by the terms of any such law, ordinance, order, rule, regulation
or requirement, compliance therewith pending the prosecution of any such
proceeding may legally be delayed without the incurrence of any lien, charge or
liability of any kind against the Demised Premises or Sublessor's or Sublessee's
leasehold interest therein and without subjecting Landlord, Sublessor or
Sublessee to any liability, civil or criminal, for failure so to comply
therewith, Sublessee may delay compliance therewith until the final
determination of such proceeding. If any lien, charge or civil liability would
be incurred by reason of any such delay, Sublessee, nevertheless, with the prior
written consent of Landlord and of Sublessor (such consent of Sublessor not to
be unreasonably withheld), may contest as aforesaid and delay as aforesaid,
provided that such delay would not subject Landlord or Sublessor to criminal
liability and Sublessee (i) furnishes to Landlord and to Sublessor security,
satisfactory to Landlord and reasonably satisfactory to Sublessor, against any
loss or injury by reason of such contest or delay, and (ii) prosecutes the
contest with due diligence.
     Neither Landlord nor Sublessor shall be required to join in any proceedings
referred to in this Section unless the Ground Lease, the Mesne Lease or the
provisions of any applicable law, rule or regulation at the time in effect shall
require that such proceedings be brought by and/or in the name of Landlord
and/or in the name of Sublessor, in which event Sublessor shall join in such
proceedings or permit the same to be brought in its name and/or require Landlord
to do likewise.

<Page>

                                CON 5024 PAGE 560

                                       35

     SECTION 8.03. Without limiting the generality of the foregoing provisions
of this Article 8 or the provisions of Article 7 hereof:

          (a) Sublessee shall not suffer, allow or permit the loading of any of
     the floors of the Building, or any portion or portions thereof, beyond the
     weights permitted by the building ordinances of the City of New York, as
     changed from time to time during the term of this lease by orders of the
     municipal authorities having or asserting jurisdiction in the premises;

          (b) Sublessee shall not construct or allow or permit to be constructed
     any advertising signs upon the roof, walls or windows of the Building or
     any lettering upon the windows, nor shall Sublessee permit the windows
     above the floor next above the ground floor, or the windows, if any, in the
     spaces adjoining the passageway from Lexington Avenue to the Grand Central
     Terminal building, to be used for advertising or display purposes, without
     in each case the written consent of Landlord, and (if required by the
     Ground Lease) the written consent of the Ground Lessor first had and
     obtained.

                                    ARTICLE 9

                            CHANGES AND ALTERATIONS.

     SECTION 9.01. Sublessee will make no alterations or changes in the Building
or any part thereof, except in compliance with the provisions of Paragraph Sixth
of the Ground Lease, and all matters requiring the consent or approval of the
Ground Lessor thereunder shall also require the consent or approval of Landlord
and of Sublessor, which consent or approval of Sublessor shall not be
unreasonably withheld. In addition to, and without limiting the generality of,
the foregoing, Sublessee covenants and agrees that:

<Page>

                                CON 5024 PAGE 561

                                       36

           (a) No change or alteration, involving an estimated cost of more than
        $100,000, including any restoration required by Article 15 or 16 hereof,
        shall be made without the prior written consent of Landlord and of
        Sublessor, such consent of Sublessor not to be withheld if the change or
        alteration would not in the reasonable opinion of Sublessor impair the
        value, rental value, rentability or usefulness of the Building or any
        part thereof.

           (b) No change or alteration shall be undertaken until Sublessee shall
        have procured and paid for, so far as the same may be required from time
        to time, all permits and authorizations of all municipal departments and
        governmental subdivisions having jurisdiction. Sublessor shall join in
        the application for such permits or authorizations whenever such action
        is necessary, and shall require Landlord to do likewise, but without any
        liability or expense to Landlord or to Sublessor.

           (c) No structural change or alteration shall be made except in
        accordance with plans and specifications approved in writing by the
        Ground Lessor, Landlord and Sublessor, and such approval by Sublessor
        shall not be unreasonably withheld.

           (d) Any change or alteration shall, when completed, be of such a
        character as not to reduce the value, rental value or rentability or
        usefulness of the Demised Premises.

           (e) Any change or alteration shall be made promptly and in a good and
        workmanlike manner and in compliance with all applicable permits and
        authorizations and building and zoning laws and with all other laws,
        ordinances, orders, rules, regulations and requirements of all federal,
        state and municipal governments, departments, commissions, boards and
        officers, any

<Page>

                                CON 5024 PAGE 562

                                       37

        national or local Board of Fire Underwriters, or any other body
        hereafter exercising functions similar to those of any of the foregoing.

           (f) The cost of any such change or alterations shall be paid in cash
        or its equivalent so that the Demised Premises shall at all times be
        free of liens for labor and materials supplied or claimed to have been
        supplied to the Demised Premises.

           (g) Workmen's compensation insurance covering all persons employed in
        connection with the work and with respect to whom death or bodily injury
        claims could be asserted against Landlord, Sublessor, Sublessee or the
        Demised Premises, and general liability insurance for the benefit of
        Landlord, Sublessor and Sublessee with limits of not less than $250,000
        in the event of bodily injury to one person and not less than $1,000,000
        in the event of bodily injury to any number of persons in any one
        accident, and with limits of not less than $25,000 for property damage,
        shall be maintained or caused to be maintained by Sublessee at
        Sublessee's sole cost and expense at all times when any work is in
        process in connection with any change or alteration. All such insurance
        shall be in a company or companies of recognized responsibility, and all
        policies or certificates therefor issued by the respective insurers,
        bearing notations evidencing the payment of premiums or accompanied by
        other evidence satisfactory to Landlord and Sublessor of such payment,
        shall be delivered to Sublessor.

           (h) If the estimated cost of any such change or alteration shall be
        in excess of $100,000, Sublessee, before commencement of work, at
        Sublessee's sole cost and expense, shall furnish to Landlord and to
        Sublessor a surety company performance bond, issued by a surety company
        acceptable to Landlord and to Sublessor, in an amount at least equal to
        the estimated

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                                CON 5024 PAGE 563

                                       38

        cost of such change or alteration, guaranteeing the completion thereof
        within a reasonable time, free and clear of all liens, encumbrances,
        chattel mortgages, conditional bills of sale, and other charges, and in
        accordance with the plans and specifications approved by Landlord and
        Sublessor or, in lieu of such performance bond, other security
        reasonably satisfactory to Landlord and Sublessor. No performance bond
        or other security shall be required except to the extent that such
        estimated cost exceeds the amounts deposited pursuant to Section 15.02
        or available for the purpose pursuant to Section 16.04 of this lease.

                                   ARTICLE 10

                               DISCHARGE OF LIENS

     SECTION 10.01. Sublessee will not create or permit to be created or to
remain, and will discharge, any lien, encumbrance or charge (levied on account
of any Imposition or any mechanic's, laborer's or materialman's lien or any
mortgage, conditional sale, title retention agreement or chattel mortgage or
otherwise) which might be or become a lien, encumbrance or charge upon the
Demised Premises or any part thereof or the income therefrom, having any
priority or preference over or ranking on a parity with the estate, rights and
interest of Sublessor in the Demised Premises, or any part thereof or the income
therefrom, and Sublessee will not suffer any other matter or thing whereby the
estate, rights and interest of Sublessor in the Demised Premises or any part
thereof might be impaired; provided that any Imposition may, after the same
becomes a lien on the Demised Premises, be paid or contested in accordance with
Article 3 hereof, and any mechanic's, laborer's or materialman's lien may be
discharged in accordance with Section 10.02 hereof.

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                                CON 5024 PAGE 564

                                       39

     SECTION 10.02. If any mechanic's, laborer's or materialman's lien shall at
any time be filed against the Demised Premises or any part thereof, Sublessee,
within 30 days after notice of the filing thereof, will cause the same to be
discharged of record by payment, deposit, bond, order of a court of competent
jurisdiction or otherwise. If Sublessee shall fail to cause such lien to be
discharged within the period aforesaid, then, in addition to any other right or
remedy, Sublessor may, but shall not be obligated to, discharge the same either
by paying the amount claimed to be due or by procuring the discharge of such
lien by deposit or by bonding proceedings, and in any such event Sublessor shall
be entitled, if Sublessor so elects, to compel the prosecution of an action for
the foreclosure of such lien by the lienor and to pay the amount of the
judgment in favor of the lienor with interest, costs and allowances. Any amount
so paid by Sublessor and all costs and expenses incurred by Sublessor in
connection therewith, together with interest thereon at the rate of 6% per
annum from the respective dates of Sublessor's making of the payment or
incurring of the cost and expense shall constitute additional rent payable by
Sublessee under this lease and shall be paid by Sublessee to Sublessor on
demand.

     SECTION 10.03. Nothing in this lease contained shall be deemed or
constructed in any way as constituting the consent or request of Sublessor,
express or implied by inference or otherwise, to any contractor, subcontractor,
laborer or materialman for the performance of any labor or the furnishing of any
materials for any specific improvement, alteration to or repair of the Demised
Premises or any part thereof, nor as giving Sublessee any right, power or
authority to contract for or permit the rendering of any services or the
furnishing of any materials that would give rise to the filing of any lien
against the Demised Premises or any part thereof.

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                                CON 5024 PAGE 565

                                       40

                                   ARTICLE 11

                                 USE OF PROPERTY

     SECTION 11.01. Sublessee will use the Demised Premises only for a
high-grade office building, except that the ground floor and floor next above
the ground floor may be used for banks, for trust companies, or for stores, and
Sublessee shall not use or permit or allow the Demised Premises or any portion
thereof to be used for any other purpose, without prior written consent of
Sublessor, Landlord and the Ground Lessor. Sublessee will not use or allow the
Demised Premises or any part thereof to be used or occupied for any unlawful
purpose or in violation of the Mesne Lease, the Ground Lease or any certificate
of occupancy or certificate of compliance covering or affecting the use of the
Demised Premises or any part thereof and will not suffer any act to be done or
any condition to exist on the Demised Premises or any part thereof or any
article to be brought thereon, which would in any way violate the Mesne Lease,
the Ground Lease or which may be dangerous, unless safeguarded as required by
law, or which may, in law, constitute a nuisance, public or private, or which
may make void or voidable any insurance then in force with respect thereto.

     SECTION 11.02. Sublessee will not do or suffer any waste or damage,
disfigurement or injury to the Building or any part thereof.

     SECTION 11.03. Sublessee shall not use or permit the use of the Demised
Premises or any part thereof for any purpose which in the reasonable opinion of
Sublessor would adversely affect the then value or character of the Demised
Premises. Any dispute between Sublessor and Sublessee arising under the
provisions of this Section 11.03 shall be submitted to arbitration as provided
under Article 25 hereof.

<Page>

                                CON 5024 PAGE 566

                                       41

                                   ARTICLE 12

                        SUBORDINATION TO PRIOR LEASES AND
                              COMPLIANCE THEREWITH

     SECTION 12.01. This lease is subject and subordinate to the Grant of Term,
the Ground Lease, and the Mesne Lease, and to all of the terms, covenants and
conditions of each of them. Sublessee agrees that it shall, at its cost and
expense, promptly perform and observe all obligations of the Ground Lessor as
grantee under the Grant of Term, of Landlord as Ground Lessee under the Ground
Lease and of Sublessor as Tenant under the Mesne Lease (except that, to the
extent that Sublessee shall have deposited same with the Escrow Agent hereunder,
Sublessee shall not be required to make payments to the Ground Lessor of Ground
Rent or additional rent under the Ground Lease, or to the Landlord of Net Rent
or additional rent under the Mesne Lease), and shall comply with all
restrictions and requirements of the Grant of Term, the Ground Lease and the
Mesne Lease, applicable to the said grantee, the Ground Lessee or Tenant, as the
case may be, irrespective of whether the obligations, restrictions or
requirements are more stringent than those herein imposed upon Sublessee.
Specific references in other articles of this lease to compliance with
particular requirements of the Grant of Term, Ground Lease and Mesne Lease shall
not limit the generality of the foregoing.

     SECTION 12.02. Sublessor covenants and agrees that if the Escrow Agent
shall fail to pay to Landlord (or to the Ground Lessor, if Landlord shall so
direct) any installment of Ground Rent or additional rent under the Ground
Lease, or shall fail to pay to Landlord any installment of Net Rent or
additional rent under the Mesne Lease, with respect to which and to the extent
that Sublessee shall have made deposits hereunder with the Escrow Agent, then
Sublessor shall duly pay to Landlord each and every such installment. Sublessor
further

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                                CON 5024 PAGE 567

                                       42

covenants and agrees that it will not do, suffer or permit any act, condition or
thing to occur which would or might constitute a default under the Sublease,
except to the extent that such occurrence shall have resulted, directly or
indirectly, from a default hereunder either by Sublessee or caused by any
subtenant.
     Upon written notice to Sublessor, given at least ten days prior to the
expiration of the time for performance by Sublessor under the Mesne Lease,
Sublessee may, but shall not be obligated to make any payment or take any action
as shall be necessary to cure a default by the Ground Lessee under the Ground
Lease or by Tenant under the Mesne Lease and (except to the extent that such
default shall have resulted, directly or indirectly, from a default hereunder
either by Sublessee or caused by any subtenant), Sublessee may thereafter deduct
the amount of any such payment or the cost of any such other action, from the
next succeeding installment or installments of basic rent or additional rent
accruing under this lease, with interest thereon at the rate of 6% per annum
from the date of such payment or the incurring of such cost.

     SECTION 12.03. Sublessor shall not modify or consent to any modification of
the Sublease, the Ground Lease or the Grant of Term except with the prior
written consent of Sublessee, and any such modification made without such
consent shall be null and void and of no effect so far as Sublessee is
concerned.

                                   ARTICLE 13

                      ENTRY ON PROPERTY BY SUBLESSOR, ETC.

     SECTION 13.01. Sublessee will permit Landlord and Sublessor and their
authorized representatives to enter the Demised Premises at all reasonable times
for the purpose of (a) inspecting the same and (b) making any necessary repairs
thereto and performing any other work therein that may be necessary by reason of
Sublessee's failure, for

<Page>

                                CON 5024 PAGE 568

                                       43

15 days after written notice from Sublessor, to make any such repairs or perform
any such other work or to commence the same. Nothing herein shall imply any duty
upon the part of Sublessor to do any such work; and performance thereof by
Sublessor shall not constitute a waiver of Sublessee's default in failing to
perform the same. Landlord or Sublessor may, during the progress of any such
work in the Demised Premises, keep and store therein all necessary materials,
tools, supplies and equipment. Sublessor shall not be liable for inconvenience,
annoyance, disturbance, loss of business or other damage of Sublessee or any
subtenant by reason of making such repairs or the performance of any such work,
or on account of bringing materials, tools, supplies and equipment into or
through the Demised Premises during the course thereof, and the obligations of
Sublessee under this lease shall not be affected thereby.

     SECTION 13.02. Landlord and Sublessor shall have the right to enter the
Demised Premises at all reasonable times during usual business hours for the
purpose of showing the same to prospective purchasers or mortgages, and, at any
time within 2 years prior to the expiration of the initial term of this lease
(unless Sublessee theretofore shall have given written notice of its election to
renew this lease as provided in Article 20 hereof) or within 2 years prior to
the expiration of any renewal term of this lease (unless Sublessee, if entitled
to renew this lease as provided in Article 20 hereof, theretofore shall have
given Sublessor written notice of its election so to renew this lease as therein
provided), for the purpose of showing the same to prospective tenants.

                                   ARTICLE 14

                          INDEMNIFICATION OF SUBLESSOR

     SECTION 14.01. Sublessee will indemnify and save harmless Sublessor against
and from all liabilities, obligations,

<Page>

                                CON 5024 PAGE 569

                                       44

damages, penalties, claims, costs, charges and expenses, including reasonable
architects' and attorneys' fees, which may be imposed upon or incurred by or
asserted against Sublessor by reason of any of the following occurring during
the term of this lease:

           (a) any work or thing done in, on or about the Demised Premises or
        any part thereof;

           (b) any use, non-use, possession, occupation, condition, operation,
        maintenance or management of the Demised Premises or any part thereof,
        or any street, alley, sidewalk, curb, vault, passageway or space
        adjacent thereto;

           (c) any negligence on the part of Sublessee or any of its agents,
        contractors, servants, employees, subtenants, licensees or invitees;

           (d) any accident, injury or damage to any person or property
        occurring in, on or about the Demised Premises or any part thereof or
        any street, alley, sidewalk, curb, vault, passageway or space adjacent
        thereto;

           (e) any failure by Sublessee to perform or comply with any of the
        covenants, agreements, terms or conditions contained in this lease on
        its part to be performed or complied with;

           (f) any tax attributable to the execution, delivery or recording of
        the Mesne Lease or of this lease or any modification hereof; or

           (g) any claim by Landlord against Sublessor arising out of or
        connected with any of the matters set forth in paragraphs (a) through
        (f) above.

In case any action or proceeding is brought against Sublessor by reason of any
such claim, Sublessee upon written notice from Sublessor will at Sublessee's
expense resist or defend such action or proceeding.

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                                CON 5024 PAGE 570

                                       45

                                   ARTICLE 15

                              DAMAGE OR DESTRUCTION

     SECTION 15.01. In case of casualty to the Building resulting in damage or
destruction exceeding $100,000 in the aggregate, Sublessee shall promptly give
written notice thereof to Sublessor. Regardless of the amount of any such damage
or destruction, Sublessee shall at its sole cost and expense, and whether or not
the insurance proceeds, if any, shall be sufficient for the purpose, restore,
repair, replace, rebuild or alter the Building as nearly as possible to its
value, condition and character immediately prior to such damage or destruction
and in conformity with the requirements of the Ground Lease, the Mesne Lease and
the provisions of Article 9 hereof. Such restoration, repairs, replacements,
rebuilding or alterations shall be commenced promptly and prosecuted with
reasonable diligence.

     SECTION 15.02. Subject to the provisions of the Ground Lease and the Mesne
Lease, all insurance proceeds received by Sublessor or any insurance trustee
selected by Sublessor pursuant to Section 5.05 hereof, on account of such damage
or destruction, less the actual cost, fees and expenses, if any, incurred in
connection with adjustment of the loss, shall be applied by Sublessor or such
insurance trustee to pay or reimburse Sublessee for the payment of the cost of
the aforesaid demolition, restoration, repairs, replacement, rebuilding or
alterations, including the cost of temporary repairs or for the protection of
property pending the completion of pemanent restoration, repairs, replacements,
rebuilding or alterations (all of which temporary repairs, protection of
property and permanent restoration, repairs, replacement, rebuilding or
alterations are hereinafter collectively referred to as the "restoration"), and
shall be paid out from time to time as such restoration progresses upon the
written request of Sublessee which shall be accompanied by the following:

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                                CON 5024 PAGE 571

                                       46

           (1) A certificate signed by Sublessee, dated not more than 30 days
        prior to such request, setting forth the following:

             (A) That the sum then requested either has been paid by Sublessee,
           or is justly due to contractors, subcontractors, materialmen,
           engineers, architects, or other persons who have rendered services or
           furnished materials for the restoration therein specified, the names
           and addresses of such persons, a brief description of such services
           and materials, the several amounts so paid or due to each of said
           persons in respect thereof, that no part of such expenditures has
           been or is being made the basis, in any previous or then pending
           request, for the withdrawal of insurance money or has been made out
           of the proceeds of insurance received by Sublessee, and that the sum
           then requested does not exceed the value of the services and
           materials described in the certificate.

             (B) That, except for the amount, if any, stated (pursuant to the
           foregoing subclause (1) (A)) in such certificate to be due for
           services or materials, there is no outstanding indebtedness known to
           the persons signing such certificate, after due inquiry, which is
           then due for labor, wages, materials, supplies or services in
           connection with such restoration.

             (C) That the cost, as estimated by the persons signing such
           certificate, of the restoration required to be done subsequent to the
           date of such certificate in order to complete the same, does not
           exceed the insurance money, plus any amount deposited by Sublessee to
           defray such cost and remaining in the hands of Sublessor or such
           insurance trustee after payment of the sum requested in such
           certificate.

           (2) A title company or official search, or other evidence
        satisfactory to Sublessor or the insurance trustee,

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                                CON 5024 PAGE 572

                                       47

        showing that there have not been filed with respect to the Demised
        Premises, any vendor's, contractor's, mechanic's, laborer's or
        materialman's statutory or similar lien which has not been discharged of
        record, except such as will be discharged upon payment of the sum
        requested in such certificate.

           (3) An opinion of counsel (who may be counsel to Sublessee) stating
        that the instruments which have been or are therewith delivered to
        Sublessor or to such insurance trustee conform to the requirements of
        the foregoing clauses (1) and (2) of this Section and that, upon the
        basis of such request, the insurance proceeds, the withdrawal of which
        is then requested, may be properly paid over under this Section.

The certificate required by clause (1) of this Section 15.02 shall be signed
also by the architect and/or engineer in charge of the restoration, who shall be
selected by Sublessee and approved in writing by Landlord and by Sublessor
(which approval of Sublessor shall not be unreasonably withheld) and (in the
case of proceeds of insurance provided for in Section 5.01) by the Ground
Lessor.
     Upon compliance with the foregoing provisions of this Section 15.02 and
with the requirements of the Ground Lease, Sublessor or such insurance trustee
shall, out of such insurance money, pay or cause to be paid to Sublessee or the
persons named (pursuant to subclause (1) (A) of this Section 15.02) in such
certificate the respective amounts stated therein to have been paid by Sublessee
or to be due to them, as the case may be.
     If the insurance money at the time available for the purpose, less the
actual cost, fees and expenses, if any, incurred in connection with the
adjustment of the loss, shall be insufficient to pay the entire cost of such
restoration, Sublessee shall pay the deficiency.
     Upon receipt by Sublessor or such insurance trustee of satisfactory
evidence of the character required by clauses (1) and (2) of this Section 15.02
that the restoration has

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                                CON 5024 PAGE 573

                                       48

been completed and paid for in full and that there are no liens of the character
referred to therein, any balance of the insurance money held by Sublessor or
such insurance trustee or to which Sublessor may be entitled pursuant to the
Mesne Lease shall be paid to Sublessee.

     SECTION 15.03. If, during the last five years of the last renewal term of
this lease, the Building shall be damaged or destroyed by fire or otherwise, and
as a result thereof Sublessor shall be entitled to terminate the Mesne Lease
pursuant to Section 15.03 thereof,

           (a) nothing herein contained shall prohibit the Sublessor from
        exercising such right of termination,

           (b) Sublessee shall have a corresponding right to terminate this
        lease; and

           (c) in case of any such termination of the Mesne Lease by Landlord or
        Sublessor, this lease shall terminate as of a date prior to the date of
        termination of the Mesne Lease and Sublessor shall give Sublessee at
        least 20 days' prior written notice of the date of such termination.

     SECTION 15.04. Except as provided in Section 15.03 hereof, no destruction
of or damage to the Demised Premises or any part thereof by fire or any other
casualty shall terminate or permit Sublessee to surrender this lease or shall
relieve Sublessee from its liability to pay the full basic rent and additional
rent and other charges payable under this lease or from any of its other
obligations under this lease, and Sublessee waives any rights now or hereafter
conferred upon it by statute or otherwise to quit or surrender this lease or the
Demised Premises or any part thereof, or to any suspension, diminution,
abatement or reduction of rent on account of any such destruction or damage.

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                                CON 5024 PAGE 574

                                       49

                                   ARTICLE 16

                                  CONDEMNATION

     SECTION 16.01. In the event that the Demised Premises, or any part thereof,
shall be taken in condemnation proceedings or by exercise of any right of
eminent domain, subject to the provisions of the Mesne Lease, Sublessor shall be
entitled to collect from any condemnor the entire portion of the award made with
respect to the leasehold estate created by the Mesne Lease and for consequential
damages to the Demised Premises to which Sublessor is entitled as Tenant under
the Mesne Lease, without deduction therefrom for any estate hereby vested in or
owned by Sublessee, subject to Sublessee's rights as set forth in this Article
16. Sublessee agrees to execute, or cause to be executed, any and all further
documents that may be required in order to facilitate collection by Sublessor of
such portion of any and all such awards. Sublessee, in cooperation with
Sublessor, shall have the right to participate in any condemnation proceedings
for the purpose of protecting Sublessee's interest hereunder. For purposes of
this Article, any such taking which shall result in a termination of the Mesne
Lease (whether by action of Sublessor, by operation of law or otherwise) is
referred to as a "Total Taking"; any such taking which shall not result in a
termination of the Mesne Lease is referred to as a "Partial Taking"; and the
portion of any such award to which Sublessor is entitled under the provisions of
the Mesne Lease in the event of a Total Taking, after deducting the expenses
mentioned in Section 16.08 hereof, less any part of such expenses recouped by
Sublessor under the Mesne Lease, is referred to as the "Net Award."

     SECTION 16.02. In case of a Total Taking, this lease shall terminate and
expire on the date of termination of the Mesne Lease and the basic rent and Net
Rent shall be apportioned and paid to such date. In such event, Sublessee

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                                CON 5024 PAGE 575

                                       50

shall not be entitled to receive any apportionment of Impositions theretofore
paid or payable by Sublessee, except to the extent that such apportionment or
refund is granted by the condemnor acquiring the Demised Premises and except for
any refund to which Sublessor may be entitled under Section 2.05(c) hereof.

     SECTION 16.03. In the event of a Total Taking, the Net Award received by
Sublessor shall be divided between Sublessor and Sublessee as follows:

           (a) Sublessor shall first receive the Sum of $4,200,000.00, or so
        much thereof as is available out of the proceeds of the Net Award.

           (b) The balance, if any, of the Net Award shall be divided, 30% to
        Sublessor and 70% to Sublessee.

     SECTION 16.04. In case of a Partial Taking, Sublessee, at its expense,
shall restore the Building to substantially its former condition, to the extent
the same is feasible, in accordance with the provisions of Article 9 hereof. The
cost of demolition, repair and restoration shall be paid for out of the Net
Award (as same is defined in the Mesne Lease) pursuant to the provisions of
Section 16.04 of the Mesne Lease to the extent that said Net Award shall be
available therefor. In the event that the costs of such demolition, repair and
restoration shall exceed the said Net Award, Sublessee shall pay the deficiency.

     SECTION 16.05. In case of a Partial Taking:

           (a) This lease shall continue and Sublessee shall continue to pay or
        deposit basic rent, overage rent, Net Rent, Ground Rent, and all other
        additional rent and other charges as herein provided, except that the
        sums of $2,750,000 and $2,740,000 set forth in Section 2.02 hereof
        shall, for the purpose of computing the amount of overage rent to which
        Sublessor is entitled, be reduced by an amount equal to the amount or

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                                CON 5024 PAGE 576

                                       51

        amounts by which the Net Rent payable by Sublessee shall be reduced as a
        result of such Partial Taking.

           (b) In the event that Sublessor shall receive from Landlord a refund
        of any Net Rent deposited or paid by Sublessee pursuant to this lease,
        Sublessor shall promptly refund same to Sublessee.

           (c) Sublessee shall not be entitled to receive any portion of any
        award made as a result of such Partial Taking, except to the extent that
        such award shall be made available pursuant to Section 16.04 hereof.

     SECTION 16.06. Sublessee shall not be entitled to share in any award or
awards made in condemnation proceedings for the taking of any appurtenances to
the Demised Premises, vaults, areas or projections outside of the boundaries of
the Demised Premises, or rights in, under or above the streets adjoining said
lands, or the rights and benefits of light, air or access to said streets, or
for the taking of space, or rights therein, below the surface of, or above, the
Demised Premises. The cost of such demolition, repair and restoration of the
Building as shall be necessitated by such taking shall be paid for out of any
award or compensation received by Landlord for any such taking, in accordance
with Section 16.06 of the Mesne Lease.

     SECTION 16.07. If the temporary use of the whole or any part of the Demised
Premises shall be taken by any lawful power or authority, by the exercise of the
right of condemnation or eminent domain, or by agreement between Sublessee and
those authorized to exercise such right, Sublessee shall give prompt notice
thereof to Sublessor, the term of this lease shall not be reduced or affected in
any way, Sublessee shall continue to pay in full the basic rent, additional rent
and other charges herein reserved, without reduction or abatement, and Sublessee
shall be entitled to receive for itself any award or payment made for such use,
provided, however, that

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                                CON 5024 PAGE 577

                                       52

           (a) if the taking is for a period not extending beyond the initial
        term or the then current term of this lease and if such award or payment
        is made in a lump sum, the same shall be paid to and held by Sublessor
        as a fund which Sublessor shall pay over and apply as follows: Sublessor
        shall pay over to Landlord the sum due to Landlord pursuant to Section
        16.07 of the Mesne Lease and the balance of such award shall be held by
        Sublessor and applied from time to time to the payments due to Sublessor
        from Sublessee under the terms of this lease, except that, if such
        taking results in changes or alterations in the Building which would
        necessitate an expenditure to restore the Building to its former
        condition, then a portion of such award or payment considered by
        Sublessor as appropriate to cover the expenses of such, restoration may
        be retained by Sublessor, without application as aforesaid, and applied
        and paid over toward the restoration of the Building to its former
        condition, substantially in the same manner and subject to the same
        conditions as those provided in Section 15.02 hereof with respect to
        insurance and other monies, or

           (b) if the taking is for a period extending beyond the initial term
        or the then current term of this lease, such award or payment shall be
        apportioned between Sublessor and Sublessee as of the stated expiration
        date of such term; Sublessee's share thereof shall, if paid in a lump
        sum, be paid to Sublessor and applied in accordance with the provisions
        of paragraph (a) of this Section 16.07 and, in case the then current
        term of this lease shall be extended pursuant to Article 20 hereof
        beyond such then current term. Sublessee shall from time to time, from
        and after the commencement of such extended term, apply the sums
        received by it upon such apportionment to the payments thereafter due to
        Sublessor from Sublessee under the terms of this lease; provided,
        however, that

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                                CON 5024 PAGE 578

                                       53

        the amount of any award or payment allowed or retained for restoration
        of the Building, shall remain the property of Sublessor if the lease
        shall expire prior to the restoration of the building to its former
        condition.

Sublessee shall also pay all fees, costs and expenses of every character of the
Sublessor in connection with the eventualities provided for in this Section.
Sublessee shall be entitled at the close of each year after any such taking, to
receive any surplus remaining of said award or awards, after making provision
for all payments required pursuant to paragraphs (a) and (b) of this Section
16.07.

     SECTION 16.08. In the case of any taking covered by the provisions of this
Article 16, except as in Section 16.07 provided, Sublessor and Sublessee shall
be entitled to reimbursement from any award or awards of all reasonable costs,
fees and expenses incurred in the determination and collection of any such
awards.

     SECTION 16.09. If the Ground Lessor shall take and use, or permit to be
used, any portion of the Demised Premises pursuant to the Ground Lease, Landlord
shall be entitled to receive and retain any lump sum payment made by the Ground
Lessor pursuant to the Ground Lease on account of the rental value of such
portion so taken.

     SECTION 16.10. Upon request of Sublessee, Sublessor shall make the election
referred to in Section 16.10 of the Mesne Lease, and in such case will select as
trustee a bank or trust company which is a member of the New York Clearing House
Association.

                                   ARTICLE 17

                                   VAULT SPACE

     SECTION 17.01. Vaults and areas, if any, now or hereafter built extending
beyond the building line of the Demised

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                                CON 5024 PAGE 579

                                       54

Premises are not included within the Demised Premises, but Sublessee may occupy
and use the same during the term of this lease, subject to the Ground Lease, to
the Mesne Lease and to such laws, permits, rules and regulations as may be
imposed by appropriate governmental authorities with respect thereto.

     SECTION 17.02. No revocation on the part of any governmental department or
authority of any license or permit to maintain and use any such vault shall in
any way affect this lease or the amount of the rent or any other charge payable
by Sublessee hereunder. If any such license or permit shall be revoked,
Sublessee will, at its sole cost and expense, do and perform all such work as
may be necessary to comply with any order revoking the same.

                                   ARTICLE 18

     MORTGAGES, ASSIGNMENTS, SUBLEASES AND TRANSFERS OF SUBLESSEE'S INTEREST

     SECTION 18.01.

           (a) Neither this lease nor any interest of Sublessee in this lease or
        in any sublease, or in any subrents shall be sold, assigned, transferred
        or otherwise disposed of, whether by operation of law or otherwise, nor
        shall the Demised Premises be sublet as an entirety or substantially as
        an entirety; nor

           (b) shall any of the issued and outstanding capital stock of any
        corporation or corporations owning this lease as Sublessee be sold,
        assigned, transferred or otherwise disposed of, if such sale,
        assignment, transfer or other disposition will result in vesting the
        control of such corporation or corporations in a person (or persons) who
        was not a stockholder of such corporation or corporations at the time
        such corporation or corporations became the owner of this lease pursuant
        to the terms hereof; nor

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                                       55

           (c) shall the interest or interests of any partner in any partnership
        at any time owning this lease as Sublessee be sold, assigned,
        transferred or otherwise disposed of, if such sale, assignment, transfer
        or other disposition will result in vesting the control of such
        partnership in persons who were not partners at the time such
        partnership became the owner of this lease pursuant to the terms hereof;

without (i) such prior written consent of Landlord as may be required under
Article 18 of the Mesne Lease, and (ii) full compliance by Sublessee with all of
the terms and conditions of said Article 18.
     No assignment shall be effective until there shall have been delivered to
Sublessor a duplicate original of the assignment, in recordable form, executed
by the assignor and the proposed assignee, containing an agreement whereby such
assignee assumes due performance of the obligations on the assignor's part to be
performed under this lease to the end of the term hereof. Upon the assignor
having delivered to Sublessor the said assignment and agreement, all liabilities
and obligations on the part of the assignor accruing after such assignment shall
terminate, provided that upon the effective date of such assignment and
thereafter all liabilities and obligations shall be binding only upon the
assignee, but nothing herein contained shall be construed to release the
assignor from any liability or obligation which accrued prior to the effective
date of such assignment. In the event this lease shall be assigned to a
partnership, or to more than one corporation, all such corporations and all
general partners in such partnership shall assume the obligations of this lease
jointly and severally; but upon any subsequent assignment of this lease by such
partnership the liabilities and obligations of the partners in such parnership
shall similarly be terminated.
     For the purpose of this Section 18.01, "control" of any corporation shall
be deemed to be vested in the person or

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                                       56

persons owning more than 50% of the voting power for the election of the members
of the Board of Directors of such corporation; and "control" of a partnership
shall be deemed to be vested in the person or persons owning more than 50% of
the total interest in such partnership.
     Any assignment of this lease, or of the interest of Sublessee hereunder, or
transfer of stock or any interest in any corporation or partnership as
aforesaid, without full compliance with any and all requirements set forth in
this lease shall be invalid and of no effect against Sublessor.

     SECTION 18.02. Sublessee shall have the right to mortgage this lease, to
execute and deliver to a trustee a deed of trust of this lease securing bonds or
notes issued by Sublessee, and to assign, pledge or hypothecate this lease as
security for any such mortgage or deed of trust: (a) to a college or university;
or (b) to a pension fund or employees' profit-sharing trust subject to
regulation by the State of New York or any agency thereof; or (c) to a savings
bank, bank, trust or insurance company, or any other monetary or lending
institution, authorized to make leasehold mortgage loans in the State of New
York, organized and existing under the laws of the United States, or any state
thereof, and authorized to do business in the State of New York and under the
supervision of the Comptroller of the Currency of the United States, or of
either the Insurance or Banking Departments of the State of New York. Any one of
the foregoing permitted mortgagees is hereinafter referred to as an Institution.
In connection with an assignment of this lease as in Section 18.01 of this
Article 18 provided, Sublessee may take back a purchase money Leasehold Mortgage
as part of the consideration for such assignment. Except as herein specifically
permitted, Sublessee shall not, without obtaining the prior written consent of
Landlord, mortgage or pledge the interest of Sublessee in and to this lease or
in

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                                       57

and to the Demised Premises, whether by operation of law or otherwise.
     No Leasehold Mortgage shall be binding upon Sublessor in the enforcement of
its rights and remedies herein and by law provided, unless and until executed
counterparts thereof shall have been delivered to Sublessor and to Landlord,
notwithstanding any other form of notice, actual or constructive. Any Leasehold
Mortgage shall be specifically subject and subordinate to the rights of
Sublessor hereunder and of Landlord under the Mesne Lease, including
specifically, but without limitation, the rights of Sublessor under Section
18.10 hereof and the rights of Landlord under Section 18.10 of the Mesne Lease.
Any mortgage on this lease or the interest of Sublessee hereunder without full
compliance with any and all requirements hereunder shall be invalid and of no
effect against Sublessor and Landlord. The consent by Landlord to a Leasehold
Mortgage as hereinabove provided, may be conditioned, at the option of Landlord,
upon the inclusion of a clause in the leasehold mortgage substantially to the
effect that: (i) the Leasehold Mortgagee, prior to the institution of any
proceedings to foreclose any mortgage, or negotiations to accept an assignment
in lieu of a foreclosure, shall notify Landlord in writing to that effect, (ii)
Landlord shall have the right within 20 days after the giving of such notice to
purchase the mortgage and the indebtedness which it secures, at a purchase price
equal to the full amount then owing to the Leasehold Mortgagee under said
mortgage and the indebtedness which it secures, including interest accrued and
unpaid and statutory costs and allowances in the event any foreclosure
proceedings shall have commenced. No more than one Leasehold Mortgage on this
lease may exist at any one time.

     SECTION 18.03. Any consent by Landlord to a sale, assignment, mortgage,
pledge, hypothecation, transfer of stock, or transfer of this lease, shall apply
only to the specific transaction thereby authorized and shall not

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relieve Sublessee from the requirement of obtaining the prior written consent of
Landlord to any further sale, assignment, mortgage, pledge, hypothecation,
transfer of stock as aforementioned, or other transfer of this lease. In
instances where the consent of Landlord to any such transaction may not be
unreasonably withheld, then, contemporaneously with the request of Sublessee for
such consent, Sublessee shall submit, in writing, information sufficient to
enable Landlord to decide with respect thereto.

     SECTION 18.04. If a Leasehold Mortgagee shall have given to Sublessor,
before any default shall have occurred under this lease, a written notice,
specifying the name and address of such mortgagee, Sublessor shall give to such
Leasehold Mortgagee a copy of each notice of default by Sublessee at the same
time as and whenever any such notice of default shall thereafter be given by
Sublessor to Sublessee, addressed to such Leasehold Mortgagee at the address
last furnished to Sublessor. No such notice by Sublessor shall be deemed to have
been given unless and until a copy thereof shall have been so given to such
Leasehold Mortgagee. Sublessor will accept performance by any such Leasehold
Mortgagee of any covenant, condition, or agreement on Sublessee's part to be
performed hereunder with the same force and effect as though performed by
Sublessee, if the same shall be adequate for purposes of compliance with the
Mesne Lease and the Ground Lease and if, at the time of such performance,
Sublessor shall be furnished with evidence reasonably satisfactory to Sublessor
of the interest in the lease claimed by the person tendering such performance.

     SECTION 18.05. In case of termination of this lease by reason of the
happening of any Event of Default, Sublessor shall give notice thereof to any
Leasehold Mortgagee who shall have notified Sublessor of its name and address
pursuant to Section 18.04 hereof, which notice shall be addressed to such
Leasehold Mortgagee at the

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address last furnished to Sublessor as above provided. Sublessor shall, on
written request of such Leasehold Mortgagee made any time within 30 day after
the mailing of such notice, execute and deliver a new lease of the Demised
Premises to such Leasehold Mortgagee, or its designee or nominee, for the
remainder of the term of this lease, at the basic rent and all additional rent
and upon the covenants, conditions, limitations and agreements herein contained,
including the covenants in respect to renewals, provided that such Leasehold
Mortgagee shall have paid to Sublessor all rent, additional rent and other
charges due under this lease up to and including the date of the commencement of
the term of such new lease, together with all expenses incurred by Sublessor,
including reasonable attorney's fees, but nothing herein contained shall be
deemed to impose any obligation on the part of the Sublessor to deliver physical
possession of the Demised Premises to such Leasehold Mortgagee. Any such
designee or nominee of a Leasehold Mortgagee shall be a corporation qualified to
do business in the State of New York.

     SECTION 18.06. No Leasehold Mortgagee shall be entitled to become the owner
of this lease by foreclosure, or by assignment in lieu of foreclosure, unless
such Leasehold Mortgagee, or its designee or nominee, shall first have delivered
to Sublessor an assumption agreement, executed in recordable form, wherein and
whereby such Leasehold Mortgagee, or a corporate designee or nominee of such
Leasehold Mortgagee, assumes the performance of all the terms, covenants and
conditions of this lease.

     SECTION 18.07. Nothing herein contained shall prevent Sublessor from
subletting portions (constituting less than all or substantially all) of the
Demised Premises, provided that each such sublease shall be subject and
subordinate to this lease and to the rights of Sublessor hereunder, and to the
Mesne Lease and the rights of Landlord thereunder. This lease is and shall be
subject and subordinate to the

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                                CON 5024 PAGE 585

                                       60

Mesne Lease and to the rights of Landlord thereunder. Subject to the provisions
of Section 18.13 of the Mesne Lease, this lease shall be terminable, at the sole
election of Landlord upon the termination of the Mesne Lease.

     SECTION 18.08. Sublessee shall furnish Landlord with fully executed or
photo-copies of all subleases of space in the Demised Premises and with such
information with respect thereto as Landlord may require and, Sublessee shall
deliver to Sublessor and to Landlord, in duplicate, within 90 days after the end
of each fiscal year of Sublessee, a statement of income and expenses for such
fiscal year, and a rent schedule showing all subleases and the duration of the
respective terms thereof, with respect to the operation of the Demised Premises,
which statement shall be certified by an independent certified public
accountant. Such statement shall be accompanied by a statement of the names and
addresses of all stockholders in any corporation or partners in any partnership
holding this lease, showing the number of shares of stock owned by each
stockholder of such corporation, or the respective interests of the partners in
such partnership, as the case may be; provided, however, that if at any time
during the term of this lease any corporation holding this lease is an
Institution or if the stock of any corporation holding this lease is listed on
any recognized Stock Exchange, then a list of stockholders shall not be
required. If more than one corporation holds this lease, such statement shall be
made by an officer of each such corporation.

     SECTION 18.09. Sublessee shall perform and observe each and every term and
condition to be performed or observed by the sublandlord under all existing and
future subleases and shall and does hereby indemnify and agree to hold Sublessor
harmless from any and all liabilities, claims and causes of action arising
thereunder.

     SECTION 18.10. Effective as of the date of the happening of an Event of
Default, Sublessee hereby assigns to

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                                CON 5024 PAGE 586

                                       61

Sublessor, subject to the provisions of Section 18.10 of the Mesne Lease, all of
its right, title and interest in and to all existing and future subleases and
all rents due and to become due thereunder. After the effective date of such
assignment, Sublessor shall apply any net amount collected by it from subtenants
pursuant to such assignment to any basic rent or additional rent due or to
become due under this lease for such periods and in such order as Sublessor may
elect. No collection of rent by Sublessor from an assignee of this lease or from
a subtenant shall constitute a waiver of any of the provisions of this Article
18, or an acceptance of the assignee or subtenant as a tenant, or a release of
Sublessee from performance by Sublessee of its obligations under this lease.
     Sublessee shall not directly or indirectly collect or accept any payment of
rent under any sublease more than three months in advance of the date when the
same shall become due, and such rent, in the case of any future sublease shall
be payable at least every three months; provided, however, that any sublease of
a store may require the subtenant thereunder to make a rent security deposit in
an amount not exceeding ten per cent of the aggregate subrent reserved for the
term of such sublease. In the event of failure of any subtenant to pay subrent
to Sublessor pursuant to the foregoing assignment after the happening of an
Event of Default, any such rent thereafter collected by Sublessee shall be
deemed to constitute a trust fund for the benefit of the Sublessor.

     SECTION 18.11. Sublessee assumes and shall be responsible for and liable to
Sublessor, for all acts and omissions on the part of any present or future
subtenant, and any violation of any of the terms, provisions or conditions of
this lease, whether by act or omission, by any subtenant shall constitute a
violation by Sublessee. In no event shall Sublessee be entitled to make a lease
of all or substantially all of the Demised Premises.

     SECTION 18.12. Sublessee shall not modify any major sublease so as to
reduce the rent, shorten the term, or

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otherwise adversely affect to any material extent the rights of the lessor
thereunder, or permit cancellation or accept the surrender of any such sublease,
without the prior written consent of Sublessor and of Landlord in each instance,
which consent of Sublessor shall not be unreasonably withheld; provided,
however, that, in the case of any major sublease covering one or more full
floors in the Building and any additional diversified smaller portions of space
in the Building, such sublease may be modified in order to substitute new space
in the Building for some or all of the diversified smaller space previously
covered by such sublease if (a) the terms thereof, as so modified, shall not be
otherwise modified, except that provision may be made for an increase in the
annual rental and for the redecoration of the new space in accordance with the
standards then in effect for redecorating space in the Building demised to other
subtenants, and (b) no major sublease to any other subtenant shall be cancelled
or modified in connection with such transaction. In addition to being subject
and subordinate to the terms of this lease, as required by the provisions of
Section 18.07 hereof, each major sublease made after the date of this lease
shall contain a specific provision to the effect that such sublease may not be
modified or amended so as to reduce the rent or shorten the term, or otherwise
adversely affect to any material extent the rights of the lessor thereunder, or
be cancelled or surrendered without the prior written consent, in each instance,
of Landlord and Sublessor.
     Each future sublease shall also contain an agreement on the part of the
subtenant to the effect that such sublease shall not terminate or be terminable
by the subtenant thereunder by reason of any termination of this lease or of the
Mesne Lease, except that in case of the institution of any summary or other
proceeding by Landlord, any sublease made after the date of this lease may be
terminated if the subtenant thereunder is named by Landlord as a party, and
served with process, in any such proceeding for possession of the Demised
Premises or the space occupied by

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such subtenant, and a warrant or judgment for possession of such space is
issued in such proceeding. Each future sublease shall contain an agreement on
the part of the subtenant to the effect that Sublessor and Landlord shall be
given notice of, and a reasonable opportunity to cure, any default on the part
of the lessor under such sublease.

     SECTION 18.13. Sublessor agrees that if it shall execute and deliver a
mortgage or deed of trust of the Mesne Lease as referred to in Section 18.02
thereof, it shall require the holder of each such mortgage or the trustee under
each such deed of trust to covenant and agree in the mortgage or deed of trust
that if such holder or trustee or the designee of either shall obtain a new
lease as provided in Section 18.05 of the Mesne Lease, or shall renew the Mesne
Lease and become Tenant thereunder as provided in Section 20.02 thereof, then,
provided that no Event of Default under this lease shall be in existence at the
time of the termination of the Mesne Lease and /or at the time when such new
lease or renewal lease, as the case may be, is obtained by such holder, such
holder, trustee or designee shall, simultaneously with the execution and
delivery of such new lease or renewal lease, as the case may be, enter into a
new lease with Sublessee, without cost or expense to such holder, trustee or
designee, for the remainder of the term of this lease or for the corresponding
renewal term of this lease, as the case may be, and at the basic rent and all
additional rent and upon the covenants, conditions, limitations and agreements
contained herein including the covenants in respect to renewals.

     SECTION 18.14. Notwithstanding the provisions of Article 10, paragraphs (f)
and (h) of Section 9.01 and Section 18.01 hereof, but subject in other respects
to the provisions of Article 9 hereof and subject to compliance with all
applicable provisions of the Ground Lease and the Mesne Lease, Sublessee may, in
connection with the in-

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                                       68

           (g) if within 60 days after the commencement of any proceeding
        against Sublessee seeking any reorganization, arrangement, composition,
        readjustment, liquidation, dissolution or similar relief under the
        present or any future federal bankruptcy act or any other present or
        future applicable federal, state or other statute or law, such
        proceeding shall not have been dismissed, or if, within 60 days after
        the appointment, without the consent or acquiescence of Sublessee, of
        any trustee, receiver or liquidator of Sublessee or of all or any
        substantial part of its properties or of the Demised Premises or any
        interest of Sublessee therein, such appointment shall not have been
        vacated or stayed on appeal or otherwise, or if, within 60 days after
        the expiration of any such stay, such appointment shall not have been
        vacated; or

           (h) if the Demised Premises shall be abandoned by Sublessee;

then and in any such event Sublessor at any time thereafter during the
continuance of such Events of Default may give written notice to Sublessee and
to any Leasehold Mortgagee entitled to notice of default, specifying such Event
or Events of Default and stating that this lease and the term hereby demised
shall expire and terminate on the date specified in such notice, which shall be
at least 5 days after the giving of such notice; and upon the date specified in
such notice, subject to the provisions of Section 19.04 hereof, this lease and
the term hereby demised and all rights of Sublessee under this lease shall
expire and terminate.
     Nothing in the preceding paragraph shall be deemed to require Sublessor to
give the 5 day notice therein provided for prior to the commencement of a
summary proceeding for non-payment of rent or a plenary action for the recovery
of rent on account of any of the defaults specified in clauses (a), (b), (c) and
(d), it being intended that such notice is only for the purpose of creating a
conditional

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                                CON 5024 PAGE 594

                                       69

limitation hereunder pursuant to which this lease shall terminate and Sublessee
shall become a hold-over tenant.
     If, at any time during the term of this lease, this lease is owned by more
than one corporation as Sublessee, the provisions of paragraphs (f) and (g)
hereof shall apply to each such corporation.

     SECTION 19.02. Upon any expiration or termination of this lease, whether
pursuant to Section 19.01 hereof or by summary dispossess proceedings or
otherwise, Sublessee shall quit and peacefully surrender the Demised Premises to
Sublessor, and upon or at any time after any such expiration or termination, may
without further notice, enter upon and re-enter the Demised Premises and possess
and repossess itself thereof, by force, summary proceedings, ejectment or
otherwise, and may dispossess Sublessee and remove Sublessee and all other
persons and property from the Demised Premises and may have, hold and enjoy the
Demised Premises and the right to receive all rental income of and from the
same.

     SECTION 19.03. At any time or from time to time after any such expiration
or termination, Sublessor may relet the Demised Premises or any part thereof, in
the name of Sublessor or otherwise, for such term or terms (which may be greater
or less than the period which would otherwise have constituted the balance of
the term of this lease) and on such conditions (which may include concessions or
free rent) as Sublessor, in its uncontrolled discretion, may determine and may
collect and receive the rents therefor. Sublessor shall in no way be
responsible or liable for any failure to relet the Demised Premises or any part
thereof, or for any failure to collect any rent due upon any such reletting.

     SECTION 19.04. No such expiration or termination of this lease shall
relieve Sublessee of its liability and obligations

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                                CON 5024 PAGE 595

                                       70

under this lease and such liability and obligations shall survive any such
expiration or termination. In the event of any such expiration or termination,
whether or not the Demised Premises or any part thereof shall have been relet,
Sublessee shall pay to Sublessor the basic rent, Net Rent, Ground Rent and all
other additional rent and other charges required to be paid by Sublessee up to
the time of such expiration or termination of this lease, and thereafter
Sublessee, until the end of what would have been the term of this lease in the
absence of such expiration or termination, shall be liable to Sublessor for, and
shall pay to Sublessor, as and for liquidated and agreed current damages for
Sublessee's default,

           (a) the equivalent of the amount of the basic rent, Net Rent, Ground
        Rent and all other additional rent and other charges which would be
        payable under this lease by Sublessee if this lease were still in
        effect, less

           (b) the net proceeds of any reletting effected pursuant to the
        provisions of Section 19.03 hereof, after deducting all Sublessor's
        expenses in connection with such reletting, including, without
        limitation, all repossession costs, brokerage commissions, legal
        expenses, reasonable attorneys' fees, alteration costs, and expenses of
        preparation for such reletting.

Sublessee shall pay such current damages (herein called "deficiency") to
Sublessor monthly on the days on which the basic rent would have been payable
under this lease if this lease were still in effect, and Sublessor shall be
entitled to recover from Sublessee each monthly deficiency as the same shall
arise. At any time after any such expiration or termination, in lieu of
collecting any further monthly deficiencies as aforesaid, Sublessor shall be
entitled to recover from Sublessee, and Sublessee shall pay to Sublessor, on
demand, as and for liquidated and agreed final damages for Sublessee's default,
an amount equal

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                                CON 5024 PAGE 596

                                       71

to the difference between the basic rent, Net Rent, Ground Rent and all other
additional rent reserved hereunder for the unexpired portion of the term demised
and the then fair and reasonable rental value of the Demised Premises for the
same period. In the computation of such damages the difference between any
installment of rent becoming due hereunder after the date of termination and the
fair and reasonable rental value of the Demised Premises for the period for
which such installment was payable shall be discounted to the date of
termination at the rate of four per cent(4%) per annum. If the Demised Premises
or any part thereof be re-let by Sublessor for the unexpired term of said lease,
or any part thereof, before presentation of proof of such liquidated damages to
any court, commission or tribunal, the amount of rent reserved upon such
re-letting shall prima facie be the fair and reasonable rental value for the
part or the whole of the premises so re-let during the term of the re-letting.
Nothing herein contained shall limit or prejudice the right of Sublessor to
prove for and obtain as liquidated damages by reason of such termination, an
amount equal to the maximum allowed by any statute or rule of law in effect at
the time when, and governing the proceedings in which, such damages are to be
proved, whether or not such amount be greater, equal to, or less than the amount
of the difference referred to above.

     SECTION 19.05. Sublessee hereby expressly waives, so far as permitted by
law, the service of any notice of intention to re-enter provided for in any
statute, and Sublessee, for and on behalf of itself and all persons claiming
through or under Sublessee (including but not limited to a Leasehold
Mortgagee), also waives any and all right of redemption or re-entry or
re-possession or to restore the operation of this lease in case Sublessee shall
be dispossessed by a judgment or by warrant of any court or judge or in case of
any expiration or termination of this lease, subject to

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                                CON 5024 PAGE 597

                                       72

the right of a Leasehold Mortgagee to obtain a new lease in strict accordance
with the provisions of Section 18.05 hereof. Sublessor and Sublessee waive and
will waive trial by jury in any action, proceeding or counterclaim brought by
either of the parties hereto against the other on any matters whatsoever arising
out of or in any way connected with this lease, the relationship of Sublessor
and Sublessee, Sublessee's use or occupancy of said premises, or any claim of
injury or damage. The terms "enter", "re-enter", "entry" or "re-entry", as used
in this lease are not restricted to their technical legal meaning.

     SECTION 19.06. No failure by Sublessor to insist upon the strict
performance of any covenant, agreement, term or condition of this lease or to
exercise any right or remedy consequent upon a breach thereof, and no acceptance
of full or partial rent during the continuance of any such breach, shall
constitute a waiver of any such breach or of such covenant, agreement, term or
condition. No covenant, agreement, term or condition of this lease to be
performed or complied with by Sublessee, and no breach thereof, shall be waived,
altered or modified except by a written instrument executed by Sublessor. No
waiver of any breach shall affect or alter this lease, but each and every
covenant, agreement, term and condition of this lease shall continue in full
force and effect with respect to any other then existing or subsequent breach
thereof.

     SECTION 19.07. In the event of any breach or threatened breach by Sublessee
of any of the covenants, agreements, terms or conditions contained in this
lease, Sublessor shall be entitled to enjoin such breach or threatened breach
and shall have the right to invoke any right and remedy allowed at law or in
equity or by statute or otherwise as though re-entry, summary proceedings, and
other remedies were not provided for in this lease.

     SECTION 19.08. Each right and remedy of Sublessor provided for in this
lease shall be cumulative and shall

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                                CON 5024 PAGE 598

                                       73

be in addition to every other right or remedy provided for in this lease or now
or hereafter existing at law or in equity or by statute or otherwise, and the
exercise or beginning of the exercise by Sublessor of any one or more of the
rights or remedies provided for in this lease or now or hereafter existing at
law or in equity or by statute or otherwise shall not preclude the simultaneous
or later exercise by Sublessor of any or all other rights or remedies provided
for in this lease or now or hereafter existing at law or in equity or by statute
or otherwise.

     SECTION 19.09. Interest at the rate of 6% per annum shall accrue upon any
basic rent and all additional rent payable or to be deposited under this lease
during any period while the payment or deposit thereof by Sublessee is delayed.

                                   ARTICLE 20

                               RENEWAL PRIVILEGES

     SECTION 20.01. Subject to the provisions of Sections 20.03 and 20.04
hereof, the term of this lease may, at the option of Sublessee, by written
notice to Sublessor as herein provided, be renewed and extended as follows:

        FIRST RENEWAL TERM--May 30, 1976 to December 29, 1987

        SECOND RENEWAL TERM--December 30, 1987 to December 29, 2008

        THIRD RENEWAL TERM--December 30, 2008 to December 29, 2029

     Any such renewal option shall be exercised by written notice given by
Sublessee to Sublessor at least 18, and not more than 30, months prior to the
commencement of the particular renewal term, and (subject to the provisions of
Section 20.03 hereof) if such notice shall have so been given and this lease,
and the Mesne Lease and the Ground Lease

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                                CON 5024 PAGE 599

                                       74

shall be in effect on the day next preceding the commencement of such renewal
term this lease shall thereupon be automatically renewed for such renewal term.
     Each renewal term shall be upon the same terms, covenants and conditions as
in this lease provided, except that the basic rent for each renewal term shall
be Eight Hundred Forty Four Thousand Dollars ($844,000) annually. There shall be
no privilege to Sublessee of renewals of the terms of this lease beyond the
Third Renewal Term referred to above. Payment of overage rent, all other
additional rent and other charges on the part of Sublessee to be made as in this
lease provided shall continue to be made during each of such renewal terms. Any
termination of this lease terminate shall any right of renewal hereunder.

     SECTION 20.02. In the event that Sublessee shall fail to exercise its
option to renew the term of this lease within the applicable period prescribed
in this Article 20, Sublessor shall give notice thereof to any Leasehold
Mortgagee entitled to notice under Section 18.04 hereof and any such Leasehold
Mortgagee may, within 30 days after the giving of such notice, elect that this
lease be renewed for the relevant renewal term upon the same terms, covenants
and conditions and with the same effect as though such option had been exercised
by Sublessee as in this Article 20 provided, expect that Sublessee shall not be
the lessee in the renewal lease and shall have no obligations thereunder and the
Leasehold Mortgagee shall deliver to Sublessor an assumption agreement, executed
in recordable form, wherein and whereby such Leasehold Mortgagee or its designee
shall assume the performance of all the terms, covenants and conditions of this
lease as so renewed.

     SECTION 20.03. The attempted exercise by Sublessee or a Leasehold Mortgagee
as the case may be, of any option to renew this lease shall not become
effective, nor shall any such renewal term be created if either

           (a) at the time when notice of the exercise of such option shall be
        given to Sublessor; or

<Page>

                                CON 5024 PAGE 600

                                       75

           (b) on the day next preceding the purported commencement date of the
        renewal term; or

           (c) during the period of 60 days next preceding the last date on
        which Sublessor may notify the Landlord of exercise of its corresponding
        privilege of renewing the Mesne Lease,

a default hereunder shall have occurred, Sublessee and such Leasehold Mortgagee
shall have been notified thereof, and such default shall not have been cured
within the time or times permitted by this lease.

     SECTION 20.04. Sublessor agrees that if it shall have received a notice of
renewal pursuant to this Article, it will, at least 60 days before the
expiration of the period within which notice of renewal of the Mesne Lease may
be effectively given, either

           (a) give notice to the Landlord of its election to exercise its
        corresponding renewal privilege under the Mesne Lease, or

           (b) give notice to Sublessee and any Leasehold Mortgagee to the
        effect that Sublessor does not desire to renew this lease and the Mesne
        Lease.

If Sublessor shall fail to give the notice to Landlord referred to in paragraph
(a) of this Section, then and in such event (whether or not the notices referred
to in paragraph (b) of this Section shall have been given) Sublessee and any
Leasehold Mortgagee shall be entitled to exercise the rights of renewal provided
for in Article 20 of the Mesne Lease, and Sublessor, if so requested, shall
execute a written instrument confirming the permission hereby granted, in which
event this lease shall terminate on the expiration of the then current term
without obligation on Sublessor's part to renew. Notwithstanding the foregoing
provisions of this Section, neither Sublessee nor any Lease-

<Page>

                                CON 5024 PAGE 601

                                       76

hold Mortgagee shall be entitled to exercise any right to renew the Mesne Lease
at a time when Sublessee is in default hereunder and the foregoing parties shall
have received notice thereof.

     SECTION 20.05. If Sublessor shall acquire the interest of the Ground Lessor
and/or the Landlord in and to the Demised Premises, Sublessor, in addition to
its rights and obligations hereunder, shall have the same rights and obligations
with respect thereto as the Ground Lessor and/or the Landlord (including without
limitation the right to collect the Ground Rent and/or the Net Rent) as though
the Ground Lease and/or the Mesne Lease was to continue in full force and effect
for the duration of the term of this lease, regardless of whether or not the
Ground Lease and/or the Mesne Lease shall have been terminated by cancellation,
merger or otherwise after such acquisition. If Sublessee shall acquire fee title
to the Demised Premises, the Ground Lessor's or the Landlord's interest therein,
this lease, the Ground Lease and/or the Mesne Lease shall remain in full force
and effect without affecting the obligations of Sublessor or Sublessee
hereunder.

                                   ARTICLE 21

                       INVALIDITY OF PARTICULAR PROVISIONS

     SECTION 21.01. If any term of provision of this lease or the application
thereof to any person or circumstance shall, to any extent, be invalid or
unenforceable, the remainder of this lease, or the application of such term or
provision to persons or circumstances other than those as to which it is held
invalid or unenforceable, shall not be affected thereby, and each term and
provision of this lease shall be valid and be enforced to the fullest extent
permitted by law.

<Page>

                                CON 5024 PAGE 602

                                       77

                                   ARTICLE 22

                                     NOTICES

     SECTION 22.01. All notices, demands and requests required under this lease
shall be in writing. All such notices, demands and requests shall be deemed to
have been properly given if served personally, or if sent by United States
registered mail, postage prepaid, addressed as hereinafter provided. All such
notices, demands and requests mailed to Sublessor shall be addressed to
Sublessor at 60 East 42nd Street, New York, N. Y., c/o Spencer & Iserman, or at
such other address in the City and State of New York as Sublessor may from time
to time designate by written notice to Sublessee. All such notices, demands and
requests to Sublessee shall be addressed to Sublessee at 383 Madison Avenue,
New York 17, N. Y., c/o Webb & Knapp, Inc., or at such other address as
Sublessee may from time to time designate by written notice to Sublessor. All
such notices, demands and requests mailed to any Leasehold Mortgagee shall be
addressed to such Leasehold Mortgagee, at the address furnished to Sublessor
pursuant to the provisions of Article 18 hereof, or to such other address in the
City and State of New York as such Leasehold Mortgagee may from time to time
designate by written notice to Sublessee.

     SECTION 22.02. Notices, demands and requests which shall be served by
registered mail upon Sublessor, Sublessee or any Leasehold Mortgagee in the
manner aforesaid, shall be deemed sufficiently served or given for all purposes
hereunder at the time such notice, demand or request shall be mailed by United
States registered mail as aforesaid in any Post Office or Branch Post Office
regularly maintained by the United States Government in the State of New York.

<Page>

                                CON 5024 PAGE 603

                                       78

                                   ARTICLE 23

                       CONDITION OF AND TITLE TO PROPERTY
                                 QUIET ENJOYMENT

     SECTION 23.01. Sublessee represents and agrees that the Demised Premises,
the title thereto, the sidewalks and structures adjoining the same, any
subsurface conditions thereof, and the present uses and non uses thereof, have
been examined by Sublessee and that Sublessee accepts the same in the condition
or state in which they or any of them now are, without representation or
warranty, express or implied in fact or by law, by Sublessor and without
recourse to Sublessor, as to the title thereto, the nature, condition or
usability thereof or the use or uses to which the Demised Premises or any part
thereof may be put.

     SECTION 23.02. Sublessor covenants and agrees that Sublessee, upon paying
the basic rent, Net Rent, Ground Rent and all other and additional rent and
other charges herein provided for and observing and keeping all covenants,
agreements and conditions of this lease on its part to be kept, shall quietly
have and enjoy the Demised Premises during the term of this lease without
hindrance or molestation by anyone claiming by, or through Sublessor, subject,
however, to the exceptions, reservations and conditions of this lease.

     SECTION 23.03. In case Sublessor shall convey or otherwise dispose of its
interest in the Demised Premises, all liabilities and obligations on the part of
Sublessor under this lease accruing after such conveyance or disposal shall
terminate upon such conveyance or disposal, and thereupon all such liabilities
and obligations shall be binding upon the new owner of such interest; provided,
however, that any funds held by Sublessor hereunder in which Sublessee has an
interest hereunder (except for such funds as Sublessor may have delivered to
Landlord pursuant to the terms of the Mesne Lease, which funds may continue

<Page>

                                CON 5024 PAGE 604

                                       79

to be held by Landlord) shall be turned over to the new owner of such interest
or, to the extent required by Sections 5.05 or 16.11 hereof, to the trustee or
trustees provided for in said Sections.

                                   ARTICLE 24

                             EXCAVATION AND SHORING

     SECTION 24.01. If any excavation shall be made or contemplated to be made
for building or other purposes upon property or streets adjacent to or nearby
the Demised Premises, Sublessee either

           (a) shall afford to the person or persons causing or authorized to
        cause such excavation the right to enter upon the Demised Premises for
        the purpose of doing such work as such person or persons shall consider
        to be necessary to preserve any of the walls or structures of the
        Building from injury or damage and to support the same by proper
        foundations, or

           (b) shall, at Sublessee's expense (without hereby waiving any claims
        against the aforesaid person or persons), do or cause to be done all
        such work as may be necessary to preserve any of the walls or structures
        of the Building from injury or damages and to support the same by proper
        foundations.

Sublessee shall not, by reason of any such excavation or work, have any claim
against Sublessor for damages or indemnity or for suspension, diminution,
abatement or reduction or rent under this lease.

                                   ARTICLE 25

                                   ARBITRATION

     SECTION 25.01. In any case in which it is provided by the terms of this
lease that any matter shall be determined by arbitration (otherwise than
pursuant to the Ground

<Page>

                                CON 5024 PAGE 605

                                       80

Lease), such arbitration shall be conducted in accordance with the rules then
obtaining of the American Arbitration Association, and judgment upon the award
rendered may be entered in any Court having jurisdiction thereof.

     SECTION 25.02. In the event that any dispute hereunder shall be submitted
to arbitration, and if the same subject matters shall also be in dispute between
Landlord and Sublessor under the Mesne Lease and shall have been submitted to
arbitration pursuant to the Mesne Lease, the arbitration between Landlord and
Sublessor and the arbitration between Sublessor and Sublessee shall be held
simultaneously before the same arbitrators, and any decision imposing an
obligation or duty upon Sublessor shall be construed as placing a similar
obligation or duty upon Sublessee.

                                   ARTICLE 26

                                  MISCELLANEOUS

     SECTION 26.01. At any time and from time to time, Sublessor, on at least
twenty days' prior written request by Sublessee, and Sublessee, on at least
twenty days' prior written request by Sublessor, will deliver to the party
making such request a statement in writing certifying that this lease is
unmodified and in full force and effect (or if there shall have been
modifications that the same is in full force and effect as modified and stating
the modifications) and the dates to which the basic rent and other charges have
been paid, whether there are any existing set-offs or defenses to the basic rent
and all additional rent and other charges due to Sublessor under this lease, and
stating whether or not, to the best knowledge of the party executing such
certificate the party requesting such statement is in default in performance of
any covenant, agreement or condition contained in this lease and, if so,
specifying each such default of which the executing party may have knowledge.

<Page>

                                CON 5024 PAGE 606

                                       81

     SECTION 26.02. The captions of this lease and the table of contents
preceding this lease are for convenience and reference only and in no way
define, limit or describe the scope or intent of this lease.

     SECTION 26.03. It is the intention of the parties hereto that the estate
acquired hereunder by Sublessee shall not merge with or into any other estate,
whether lesser or greater, in the demised premises now held or hereafter
acquired by said Sublessee or by any disclosed or undisclosed principal of said
Sublessee.

     SECTION 26.04. In all cases where the consent or approval of Landlord shall
be required under this lease or the Mesne Lease, Sublessee shall, prior to
performing the act or thing for which such consent or approval is required,
furnish Sublessor with proof reasonably satisfactory to Sublessor that such
consent or approval has been obtained, and no consent or approval by Sublessor,
in any case where the consent or approval of Landlord is also required, shall be
effective unless and until such proof has been delivered to Sublessor.

     SECTION 26.05. Upon the expiration or earlier termination of this lease,
then, unless Sublessor shall have no further interest in the Demised Premises,
Sublessee shall deliver to Sublessor all subleases, lease files, plans and all
other documents in the possession of Sublessee or its managing agent which may
be required for the operation and management of the Demised Premises. This
provision shall survive any such expiration or termination of this lease, and
Sublessor and Sublessee agree that Sublessor will suffer irreparable injury in
the event of violation of this provision, and that Sublessor shall be entitled
to a mandatory injunction (including a temporary mandatory injunction,
pendentelite) to enforce the provisions hereof.

<Page>

                                CON 5024 PAGE 607

                                       82

     SECTION 26.06. This lease shall be construed and enforced in accordance
with the laws of the State of New York.

     SECTION 26.07. The covenants and agreements herein contained shall bind and
inure to the benefit of Sublessor, its successors and assigns, and Sublessee,
its legal representatives, successors and assigns, except as otherwise provided
herein.

     IN WITNESS WHEREOF, Sublessor and Sublessee have duly executed this lease
the day and year first above written.

                                                  /s/ Mary F. Finnegan
                                                  ----------------------- (L.S.)
                                                     (Mary F. Finnegan)

                                                  /s/ Rose Iacovone
                                                  ----------------------- (L.S.)
                                                     (Rose Iacovone)

<Page>

                                CON 5024 PAGE 609

                                       84

                                   SCHEDULE A

                          DESCRIPTION OF GRANT OF TERM

     The term "GRANT OF TERM" shall mean the instrument made by and between The
New York Central Railroad Company (hereinafter in this Schedule and Schedule B
hereto called the "Railroad Company") and New York State Realty and Terminal
Company (hereinafter in this Schedule and Schedule B hereto called the "Realty
Company"), dated July 30, 1925, and recorded in the Office of the Register of
the County of New York (now the Office of the Register of the City of New York
in the County of New York) on September 12, 1925, in Liber 3505 of Conveyances,
at Page 347

     (a) as the same may have been modified by agreements dated October 21,
1927, and November 2, 1938, and recorded in said Register's Office in Liber 3672
of Conveyances at Page 388 and Liber 4278 of Conveyances at Page 217
respectively

     (b) as the same was amended, modified and extended by instruments dated
April 12, 1944, and recorded in said Register's Office on May 26, 1944, in Liber
4287 of Conveyances, at Page 201, and dated September 28, 1953, and recorded in
said Register's Office on October 9, 1953, in Liber 4854 of Conveyances, at Page
370; and

     (c) as the same was amended, modified and extended by instrument dated
December 30, 1957, which instrument was executed and delivered prior to the
execution and delivery of the lease to which this Schedule is annexed.

<Page>

                                CON 5024 PAGE 610

                                       85

                                   SCHEDULE B

                           DESCRIPTION OF GROUND LEASE

     The term "GROUND LEASE" shall mean the instrument made between the Realty
Company, as Lessor, and Eastern Offices, Inc., as Lessee, dated July 30, 1925,
and recorded in said Register's Office on September 12, 1925, in Liber 3496 of
Conveyances, at Page 183

     (a) as the same was modified by agreements dated respectively October 21,
1927, June 19, 1928, and November 2, 1938, and recorded respectively in said
Register's Office in Liber 3672 of Conveyances, at Page 388, Liber 3901 of
Conveyances, at Page 228, and Liber 4278 of Conveyances, at Page 217,

     (b) as the same was further modified and renewed by agreement dated April
5, 1944, and supplemental agreement dated April 12, 1944, and recorded in said
Register's Office on May 26, 1944, in Liber 4287 of Conveyances, at Pages 208
and 195, respectively,

     (c) as further modified by agreement dated July 20, 1950, and recorded in
said Register's Office on August 1, 1950, in Liber 5174 of Conveyances, at Page.
265,

     (d) as the same was further amended and the term thereof revised and
extended by Modified Agreement of Lease made as of January 1, 1953, and recorded
in said Register's Office on October 9, 1953, in Liber 4854 of Conveyances, at
Page 307;

     (e) as the same was further modified, and the term thereof revised and
extended, by Modified Agreement of Lease dated December 30, 1957, which
instrument was executed and delivered after the instrument referred to in
paragraph (c) of Schedule A and prior to the lease to which this Schedule is
annexed.

<Page>

                                CON 5024 PAGE 611

                                       86

                                   SCHEDULE C

                           DESCRIPTION OF MESNE LEASE

     The term "Mesne Lease" shall mean the instrument made between Webb & Knapp,
Inc. and Graysler Corporation, as Landlord, and Mary F. Finnegan, as Tenant,
dated December 30, 1957, which instrument was executed and delivered after the
execution and delivery of the instrument referred to in paragraph (e) of
Schedule B and prior to the execution and delivery of the lease to which this
Schedule is annexed.

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.6
<SEQUENCE>8
<FILENAME>a2091718zex-10_6.txt
<DESCRIPTION>EXHIBIT 10.6
<TEXT>
<Page>

                                                                    EXHIBIT 10.6

================================================================================

                               OPERATING SUBLEASE

                                     BETWEEN

                         PRECISION DYNAMICS CORPORATION

                               AS SUB-SUBLANDLORD

                                       AND

                            GRAYBAR BUILDING COMPANY

                                AS SUB-SUBTENANT

                                  ------------

                           Dated, as of June 1, 1964.

          Affecting Premises on the Westerly side of Lexington Avenue,
                   253 feet 4 inches Northerly of 42nd Street

================================================================================

     Recorded in the Office of the Register of the City of New York in New York
County on            , 19    in Liber         of Conveyances at Page    .

<Page>

                                TABLE OF CONTENTS

<Table>
<Caption>
                                                                               PAGE
<S>                                                                              <C>
                                   ARTICLE 1.

Definitions, Demise and Initial Term ..........................................   1

                                   ARTICLE 2.

Rent ..........................................................................   7

                                   ARTICLE 3.

Payment of Taxes, Assessments, etc. ...........................................  13

                                   ARTICLE 4.

Surrender .....................................................................  19

                                   ARTICLE 5.

Insurance .....................................................................  21

                                   ARTICLE 6.

Sub-sublandlords' Rights to Perform Sub-subtenant's Covenants .................  27

                                   ARTICLE 7.

Repairs and Maintenance of the Property .......................................  29

                                   ARTICLE 8.

Compliance with Laws, Ordinances, etc. ........................................  31

                                   ARTICLE 9.

Changes and Alterations .......................................................  33

                                   ARTICLE 10.

Discharge of Liens ............................................................  37

                                   ARTICLE 11.

Use of Property ...............................................................  38
</Table>

<Page>

ii                              TABLE OF CONTENTS

<Table>
<Caption>
                                                                               PAGE
<S>                                                                              <C>
                                   ARTICLE 12.

Subordination to Prior Leases and Compliance Therewith ........................  39

                                   ARTICLE 13.

Entry on Property by Sub-sublandlord, etc. ....................................  41

                                   ARTICLE 14.

Indemnification of Sub-sublandlord ............................................  43

                                   ARTICLE 15.

Damage or Destruction .........................................................  44

                                   ARTICLE 16.

Condemnation ..................................................................  48

                                   ARTICLE 17.

Vault Space ...................................................................  53

                                   ARTICLE 18.

Mortgages, Assignments, Subleases and Transfers of Sub-subtenant's Interest ...  54

                                   ARTICLE 19.

Conditional Limitations--Default Provisions ...................................  69

                                   ARTICLE 20.

Renewal Privileges ............................................................  77

                                   ARTICLE 21.

Invalidity of Particular Provisions ...........................................  80

                                   ARTICLE 22.

Notices .......................................................................  80
</Table>

<Page>

                                TABLE OF CONTENTS                            iii

<Table>
<Caption>
                                                                               PAGE
<S>                                                                              <C>
                                   ARTICLE 23.

Condition of and Title to Property, Quiet Enjoyment ...........................  81

                                   ARTICLE 24.

Excavation and Shoring ........................................................  82

                                   ARTICLE 25.

Arbitration ...................................................................  83

                                   ARTICLE 26.

Miscellaneous .................................................................  84

SCHEDULES:

   A. Description of Grant of Term ............................................  89

   B. Description of Ground Lease .............................................  90

   C. Description of Mesne Lease ..............................................  91

   D. Description of Operating Lease ..........................................  92
</Table>

<Page>

     THIS LEASE dated as of the 1st day of June, 1964, between PRECISION
DYNAMICS CORPORATION, a New York corporation, having an office, c/o Kahr &
Spitzer & Howard at 405 Park Avenue, New York 22, New York (hereinafter called
the "Sub-sublandlord"), and Harry B. Helmsley, d/b/a Graybar Building Company,
with an office at 60 East 42nd Street, New York 17, New York (hereinafter called
the "Sub-subtenant");

                              W I T N E S S E T H :

                                    ARTICLE 1

                      DEFINITIONS, DEMISE AND INITIAL TERM

     That for purposes of this lease, unless the context otherwise requires:

               (a) the term "Grant of Term" shall mean the instrument described
          in Schedule A annexed hereto;

               (b) the term "Ground Lease" shall mean the instrument described
          in Schedule B annexed hereto;

               (c) the term "Ground Lessor" shall mean the lessor under the
          Ground Lease, and the term "Ground Lessee" shall mean the lessee under
          the Ground Lease;

               (d) the term "Ground Rent" shall mean the rental payable under
          the Ground Lease and therein defined as the "Ground Rental";

               (e) the term "Building" shall have the meaning ascribed thereto
          in the Ground Lease;

               (f) the term "Demised Premises" shall mean the premises in the
          Borough of Manhattan, City and State of New York, demised by the
          Ground Lease, located generally on the westerly side of Lexington
          Avenue (beginning at a point 253 feet 4 inches northerly of 42nd
          Street) and known as the Graybar Building and

<Page>

                                        2

          by the street address 420 Lexington Avenue, together with any
          easements and other rights demised or otherwise provided for the
          benefit of the Ground Lessee under the Ground Lease;

               (g) the term "Mesne Lease" shall mean the instrument described in
          Schedule C annexed hereto;

               (h) the term "Landlord" shall mean the landlord under the Mesne
          Lease and the term "Tenant" shall mean the tenant under the Mesne
          Lease;

               (i) the term "Net Rent" shall mean the net annual rental payable
          under the Mesne Lease and therein defined as the "net rent";

               (j) the term "Operating Lease" shall mean the instrument
          described in Schedule D annexed hereto;

               (k) the term "Sublessor" shall mean the landlord under the
          Operating Lease and the term "Sublessee" shall mean the tenant under
          the Operating Lease;

               (l) the term "Basic Rent" shall mean the net an-annual fixed
          rental payable under the Operating Lease and therein defined as the
          "basic rent" and the term "Overage Rent" shall mean the additional
          rent based on 1/3 of the annual net income derived by the Sublessee
          from the leasehold estate created by the Operating Lease payable
          thereunder and determined as provided in Section 2.02 thereof and
          therein defined as "overage rent."

               (m) the term "Sub-subtenant" shall mean the sub-subtenant named
          herein, and from and after any valid assignment of the whole of
          sub-subtenant's interest in this lease pursuant to the provisions
          hereof, shall mean only the assignee thereof;

               (n) the term "Sub-sublandlord" shall mean only the sublessee for
          the time being under the Operating Lease;

<Page>

                                        3

               (o) the term "Railroad Company" shall mean the New York Central
          Railroad Company or its successors or assigns as grantor under the
          Grant of Term;

               (p) the term "subtenant" shall mean any tenant or licensee of any
          space in the Demised Premises (other than Ground Lessee, Tenant,
          Sublessee and Sub-subtenant); the term "sublease" shall mean any lease
          (other than this lease, the Ground Lease, the Mesne Lease or the
          Operating Lease) or other agreement for the use and occupancy of any
          such space; the term "subrent" shall mean any rent or other charge for
          such use or occupancy under a sublease; the term "existing sublease"
          shall mean any sublease made before the date of this lease; and the
          term "future sublease" shall mean any sublease made on or after said
          date;

               (q) the term "major sublease" shall mean any sub-lease having a
          remaining unexpired term of six months or more or providing for a
          fixed subrent at the rate of $25,000 or more per annum during any year
          of the term thereof. For purposes of this definition, any two or more
          subleases with the same person, as subtenant, shall be deemed to be a
          single sublease providing for a fixed subrent at the aggregate rate
          per annum specified in such leases;

               (r) the term "term of this lease" or words of similar import
          shall mean the initial term and any renewal term which has become
          effective;

     That Sub-sublandlord is the Sublessee under the Operating Lease; and

     That Sub-sublandlord, for and in consideration of the rents, covenants and
agreements hereinafter reserved and contained on the part of Sub-subtenant, its
successors and assigns, to be paid, kept and performed, does hereby demise and
lease to Sub-subtenant, and Sub-subtenant does

<Page>

                                        4

hereby take and hire from Sub-sublandlord, the Demised Premises,

     SUBJECT, however, to the following:

               (1) the Grant of Term;

               (2) the Ground Lease;

               (3) the Mesne Lease;

               (4) the Operating Lease;

               (5) state of facts shown on the survey made by
          George C. Hollerith, dated March 4, 1927, and of J. George Hollerith,
          dated March 28, 1944 (using lines of plot set forth in record
          description) drawn and redated to June 1, 1950 by Charles J. Dearing
          and redated by Earl B. Lovell-S. P. Belcher, Inc., as of September 18,
          1953, redated November 10, 1955 by Charles J. Dearing and redated by
          Charles J. Dearing September 18, 1958, and any additional state of
          facts which an inspection and more recent accurate survey would show;

               (6) easements granted to the City of New York by instrument
          recorded in the Office of the Register of the County of New York in
          Liber 193, Section 5 of Conveyances, page 38, as amended by instrument
          recorded in said Register's Office in Liber 191, Section 5 of
          Conveyances, page 478; and restrictive agreement recorded in said
          Register's Office in Liber 3850 of Conveyances, page 488, as modified
          by agreements set forth in instruments recorded, respectively, in said
          Register's Office in Liber 3932 of Conveyances, page 131, and Liber
          3983 of Conveyances, page 380;

               (7) Impositions (as defined in Article 3 hereof), accrued or
          unaccrued, fixed or not fixed;

               (8) revocable nature of any rights, easements, licenses or
          privileges to use vaults, areas, tunnels, ramps

<Page>

                                        5

          or structures under streets, avenues or sidewalks on which the Demised
          Premises abut;

               (9) consents or grants prior to the date of this lease for the
          erection of any structures on, under or above said streets or avenues
          and grants, licenses or consents, if any, with respect to public
          utility lines and equipment;

               (10) right to maintain elevators from the Newsreel Theatre
          beneath the Demised Premises, as provided in lease recorded in Liber
          3944 of Conveyances, page 417, as modified by instrument recorded in
          Liber 4407 of Conveyances, page 477;

               (11) existing subleases and the rights of the subtenants
          thereunder, it being intended that the leasehold estate of
          Sub-subtenant created by this lease shall be subject and subordinate
          to the leasehold estates of said subtenants created by said subleases,
          notwithstanding the provisions of any clause in any such sublease
          purporting to subordinate such sublease and the rights of the
          subtenant thereunder to ground or underlying leases, and
          Sub-sublandlord, subject to the provisions of Section 18.10 of the
          Mesne Lease, hereby assigns to Sub-subtenant for the term of this
          lease all its right, title and interest in and to such existing
          subleases and the rents and profits due or to become due to
          Sub-sublandlord under the provisions thereof; and Sub-subtenant hereby
          agrees to perform and comply with all the obligations of the landlord
          under each and every such sublease;

               (12) building restrictions and regulations in resolution or
          ordinance adopted by Board of Estimate and Apportionment of the City
          of New York, on July 25, 1916, and the amendments and additions
          thereto, now in force;

               (13) present and future zoning laws, ordinances, resolutions and
          regulations of the City of New York

<Page>

                                        6

          and all present and future ordinances, laws, regulations and orders of
          all boards, bureaus, commissions and bodies of any municipal, county,
          state or federal sovereigns now or hereafter having or acquiring
          jurisdiction of the Demised Premises and the use and improvement
          thereof;

               (14) revocable nature of the right, if any, to maintain marquees
          or signs, beyond the building lines;

               (15) the effect of all present and future municipal, state and
          federal laws, orders and regulations relating to subtenants, their
          rights and rentals to be charged for the use of the Demised Premises
          or any portion or portions thereof;

               (16) violations of law, ordinances, orders or requirements that
          might be disclosed by an examination and inspection or search of the
          Demised Premises by any federal, state or municipal departments or
          authority having jurisdiction, as the same may exist on the date of
          the commencement of the term of this lease;

               (17) the condition and state of repair of the Demised Premises as
          the same may be on the date of the commencement of the term of this
          lease;

               (18) any defects of title or encumbrances of record or
          encroachments, existing at the date of the commencement of the term of
          this lease;

               (19) Agreement dated as of July 21, 1960, between Grand Central
          Building Inc., Graybar Building Associates and Graycrat Corp.,
          recorded in said Register's office on August 8, 1960, in Liber 5123 of
          Conveyances, page 606; and

               (20) Agreement dated February 27, 1958, between Metropolitan Life
          Insurance Company, Lawrence A. Wien, Webb & Knapp, Inc. and Graysler
          Corporation,

<Page>

                                        7

          recorded in said Register's office on March 11, 1958, in Liber 5032 of
          Conveyances, page 430.

     TO HAVE AND TO HOLD the same, subject, as aforesaid, unto Sub-subtenant
and, subject to the provisions hereof, its successors and assigns, for an
initial term commencing on the date hereof, and expiring on May 28, 1976, unless
this lease shall sooner terminate as hereinafter provided.

     This lease is made upon the following covenants, agreements, terms,
provisions, conditions and limitations, all of which Sub-subtenant covenants and
agrees to perform and observe:

                                    ARTICLE 2

                                      RENT

     SECTION 2.01. Sub-subtenant covenants and agrees to pay to Sub-sublandlord,
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, at
Sub-sublandlord's address specified in or furnished pursuant to Section 22.01
hereof, during the aforesaid initial term and any and all renewals thereof, a
net rental (hereinafter referred to as the "rent") of Four Hundred Fifty
Thousand Dollars ($450,000) annually, in equal monthly installments of
Thirty-seven Thousand Five Hundred Dollars ($37,500) each, in advance on the
first day of each calendar month, except that the installment of rent due June
1, 1964, has been paid on the execution and delivery of this lease.

     SECTION 2.02. Sub-subtenant shall deposit under the terms of Section 2.05
of the Operating Lease at least one calendar month before same shall become due
under the Ground Lease, a sum or sums equal to the Ground Rent as same may be
fixed from time to time pursuant to the provisions of the Ground Lease and at
the time of making such deposit, or any portion thereof, shall procure and
forthwith

<Page>

                                        8

deliver to Sub-sublandlord the receipt of the Escrow Agent provided for in
Section 2.05 of the Operating Lease for the amount so deposited; provided,
however, that if Sublessor, pursuant to Section 2.03 of the Operating Lease,
shall require Sublessee from time to time to pay the Ground Rent directly to the
Ground Lessor on or before the due date thereof, Sub-sublandlord shall give
Sub-subtenant prompt notice of such requirement and thereafter Sub-subtenant
shall make such payment at least ten days before the due date thereof and shall
forthwith furnish to Sublessor and Sub-sublandlord proof reasonably satisfactory
to Sublessor and Sub-sublandlord of the payment thereof. To the extent that it
shall be permissible under the Ground Lease and the Mesne Lease, Sub-subtenant
may, on behalf of and without expense to Sub-sublandlord, participate in any
arbitration or other proceeding by which the Ground Rent is fixed.

     SECTION 2.03. Sub-subtenant shall also deposit under the terms of
Section 2.05 of the Operating Lease, at least one calendar month before same
shall become due under the Mesne Lease, a sum or sums equal to the Net Rent, as
same may be fixed from time to time pursuant to the provisions of the Mesne
Lease, and at the time of making such deposit, or any portion thereof, shall
procure and forthwith deliver to Sub-sublandlord the receipt of said Escrow
Agent for the amount so deposited; provided, however, that if Sublessor,
pursuant to Section 2.04 of the Operating Lease, shall require Sublessee from
time to time to pay the Net Rent directly to Landlord on or before the due date
thereof, Sub-sublandlord shall give Sub-subtenant prompt notice of such
requirement and thereafter Sub-subtenant shall make such payment at least ten
days before the due date thereof and shall forthwith furnish to Sublessor and
Sub-sublandlord proof reasonably satisfactory to Sublessor and Sub-sublandlord
of the payment thereof.

     SECTION 2.04. Sub-sublandlord shall forthwith on the execution of this
lease, and from time to time thereafter

<Page>

                                        9

on the selection of a new Escrow Agent, give irrevocable instructions to said
Escrow Agent that Sub-subtenant shall be entitled to the return of all sums
deposited after the date of this lease to which the Sublessee shall become
entitled under the provisions of Section 2.05 of the Operating Lease in the
event of a default by Sublessor as tenant under the Mesne Lease resulting in a
termination of the Mesne Lease or in the event of the expiration or sooner
termination of the Operating Lease, unless such default or termination shall
have resulted directly or indirectly from a default hereunder either by
Sub-subtenant or caused by any subtenant. If any of said sums to which
Sub-subtenant may become so entitled shall be received by Sub-sublandlord, it
shall hold them in trust to pay them over to Sub-subtenant.

     In the event that Sub-sublandlord shall become entitled, under the
provisions of Section 2.05 of the Operating Lease, to approve the selection of
the Escrow Agent, Sub-sublandlord will not give such approval unless it shall
first notify Sub-subtenant of the attorney or attorneys selected as Escrow Agent
and Sub-subtenant either gives its approval of such selection or fails to act on
such notice within five days after receipt thereof.

     SECTION 2.05. Sub-subtenant shall also pay, as additional rent during the
term of this lease, directly to Sublessor on or before the due date thereof,
the installments of Basic Rent payable from time to time pursuant to the
provisions of the Operating Lease, and shall furnish to Sub-sublandlord a
receipt by Sublessor for each such payment, or any partial payment on account
thereof, within the grace periods stipulated in Section 19.01(b) hereof.

     SECTION 2.06. Sub-subtenant shall also pay, as additional rent during the
term of this lease, Overage Rent as and when the same shall become due and
payable, from time to time, pursuant to the provisions of the Operating Lease,
such Overage Rent to be computed and determined

<Page>

                                       10

as provided in Section 2.02 of the Operating Lease with the same force and with
like effect as if this lease were not in existence but as if the "annual net
income" referred to in said Section 2.02 were based on the gross income for any
calendar year derived by Sub-subtenant from the leasehold estate created by this
lease. Payment of such Overage Rent shall be made directly to Sublessor, except
that after a payment of Overage Rent has been so made to Sublessor (unless
otherwise provided in Section 2.11 hereof), one-twelfth of such payment shall be
deposited in escrow on the first day of each of the next twelve succeeding
months to be held for application to the Overage Rent, if any, which shall next
become due and payable. Such deposits shall be made with Sub-sublandlord, unless
Sub-subtenant shall elect that they shall be made with a bank or trust company
selected by Sub-subtenant whose fees and charges shall be paid by Sub-subtenant.
If there shall be no Overage Rent due at the end of any such twelve months
period, the amounts on deposit shall be refunded to Sub-subtenant and
Sub-subtenant shall not be required to make such deposits for the following
year. Promptly after making payment of Overage Rent, the party making the same
shall submit reasonably satisfactory proof of such payment to the other party,
or in the case of payment by such bank or trust company, to both parties hereto.
Sub-subtenant shall furnish to Sub-sublandlord such financial statements as are
required under Section 2.02 of the Operating Lease.

     SECTION 2.07. It is the purpose and intent of Sub-sublandlord and
Sub-subtenant that the rent shall be net to Sub-sublandlord, so that this lease
shall yield, net, to Sub-sublandlord the rent specified in Section 2.01 hereof
in each year during the initial term of this lease and any and all renewals
thereof, and that all costs, expenses and charges of every kind and nature
relating to the Demised Premises (except the taxes of Landlord, Sublessor and
Sub-sublandlord referred to in Section 3.03 of Article 3

<Page>

                                       11

hereof and any payments on account of interest or principal under any mortgage
or deed of trust which shall be a lien on the fee of the premises of which the
Demised Premises are a part, or on the estate created by the Grant of Term, on
the leasehold estate created by the Ground Lease, on the leasehold estate
created by the Mesne Lease or on the leasehold estate created by the Operating
Lease), which may arise or become due during or out of the term of this lease
shall be paid by Sub-subtenant, and that Sub-sublandlord shall be indemnified
and saved harmless by Sub-subtenant from and against the same.

     SECTION 2.08. The rent, Basic Rent, Overage Rent, Net Rent and Ground Rent
shall be paid or deposited without notice or demand and without abatement,
deduction or setoff, except as otherwise expressly provided in this lease.

     SECTION 2.09. All sums (other than the rent, but including Basic Rent,
Overage Rent, Net Rent and Ground Rent) which may be or become due and payable
or are to be deposited by Sub-subtenant pursuant to any provision of this lease
shall be deemed to be additional rent hereunder and, except as in this lease
otherwise expressly provided, shall be paid or deposited without notice or
demand and without abatement, deduction or set-off, and, upon the failure of
Sub-subtenant to pay or deposit any such sums, then, at the option of
Sub-sublandlord, the same may be added to any installment of rent then due or
thereafter becoming due; and Sub-sublandlord shall have the same rights and
remedies in the event of the non-payment or non-deposit thereof by Sub-subtenant
as in the case of default in the payment of rent.

     SECTION 2.10. All of the subrents, income, issues and profits collected by
Sub-subtenant from the Demised Premises shall be deposited in a separate bank
account in a bank or trust company selected by Sub-subtenant, and shall be
deemed trust funds to be applied, except as provided in Section 2.11 hereof, to
the payment of all of the obligations

<Page>

                                       12

of Sub-subtenant accruing under the terms of this lease during the then current
calendar year, including the Overage Rent for such calendar year. The balance,
if any, of monies so deposited during each such calendar year may not be
withdrawn by Sub-subtenant for its own use, except as otherwise provided in
Section 2.11 hereof, until the time of furnishing the financial statements under
Section 2.06 for such calendar year.

     Each payment or bonus paid to Sub-subtenant in consideration of the
modification, cancellation or termination of any sublease, shall be deposited in
the aforesaid account and shall be applied as provided in the preceding
paragraph until the earlier of (i) the date of expiration of the sublease in
question, or (ii) the date on which the space covered thereby shall have been
relet to one or more subtenants having financial standing, in the aggregate,
equal to or greater than the financial standing of the subtenant under the
cancelled or terminated sublease, at a subrent or subrents aggregating not less
than the subrent payable under the cancelled or terminated sublease, when the
amount so deposited or the unapplied balance thereof may be withdrawn by
Sub-subtenant for its own use, provided there shall then be no existing Event of
Default.

     SECTION 2.11. In the calendar year 1964 and in subsequent calendar years,
if Sub-subtenant shall not desire to make monthly deposits on account of Overage
Rent as provided in Section 2.06 hereof or shall desire to withdraw monies
deposited under Section 2.10 at more frequent intervals than therein provided,
Sub-subtenant may submit to Sub-sublandlord not more than 90 days after the end
of each calendar month, monthly statements of net income prepared in accordance
with the provisions of Section 2.02 of the Operating Lease, showing, on a
cumulative basis for such calendar year, the estimated Overage Rent accrued
during the month or months covered by such statement (the "minimum net income"
as such term is defined in said Section 2.02 to be prorated according

<Page>

                                       13

to the number of months covered by each such statement). If any such statement
shall disclose that after paying all rent, additional rent and other charges
hereunder, together with the expenses of operation, due and payable during the
period covered by such statement, there shall remain on deposit in the separate
bank account provided for in Section 2.10 hereof in excess of an amount
sufficient to cover the estimated Overage Rent shown as accrued by said
statement, Sub-subtenant may withdraw the excess for its own use and shall not
be required to make the deposits required under Section 2.06 hereof. If
Sub-sublandlord shall dispute any computation made in any such monthly
statement, there shall be no such withdrawal by Sub-subtenant until such dispute
shall be settled, either by agreement or by arbitration pursuant to Article 25
hereof; it being the intent of this provision that at all times the trust funds
held under Section 2.06 shall not be invaded if the ability of Sub-subtenant to
make the payments therefrom required hereunder shall be jeopardized.

     SECTION 2.12. Upon request by Sub-sublandlord, all payments or deposits of
Basic Rent, Net Rent, Overage Rent, Ground Rent or tax deposits required to be
made by Sub-subtenant pursuant to Sections 2.02, 2.03, 2.05, 2.06 and 3.02
hereof shall be made by Sub-subtenant directly to Sub-sublandlord, who shall
receive such payments or deposits as a trust fund, and shall apply them to the
payments or deposits required under said sections. In such event Sub-sublandlord
shall deliver to Sub-subtenant copies of the receipts or acknowledgments which
Sub-subtenant would be required to deliver to Sub-sublandlord under said
sections.

                                    ARTICLE 3

                       PAYMENT OF TAXES, ASSESSMENTS, ETC.

     SECTION 3.01. Subject to the provisions of Sections 3.03 and 3.05 hereof,
Sub-subtenant shall pay or deposit, at the times and in the manner specified in
Section 3.02 of the

<Page>

                                       14

Operating Lease all amounts payable by Tenant pursuant to Section 3.01 of the
Mesne Lease in respect of taxes, charges, assessments and water and sewer rents;
and Sub-subtenant shall also pay before any fine, penalty, interest or cost may
be added thereto, or become due or be imposed by operation of law for the
nonpayment thereof, any and all other taxes, assessments, rents, rates, charges
for public utilities, excises, levies, vault and all other license and permit
fees and other governmental charges, general and special, ordinary and
extraordinary, unforeseen and foreseen, of any kind and nature whatsoever, which
at any time prior to or during the term of this lease may be assessed, levied,
confirmed, imposed upon, or grow or become due and payable out of or in respect
of, or become a lien on, the Demised Premises or any part thereof or any
appurtenance thereto, the income received from subtenants, any use or occupation
of the Demised Premises, and such franchises as may be appurtenant to the use of
the Demised Premises, this transaction or any document to which Sub-subtenant is
a party creating or transferring an interest or estate in the Demised Premises,
and any document heretofore executed and delivered creating or transferring the
interest of Landlord, Sublessor or Sub-sublandlord in the Demised Premises (all
such taxes, assessments, rents, rates, excises, levies, fees and other charges
being hereinafter referred to as "Impositions", and any of the same being
hereinafter referred to as an "Imposition").

     SECTION 3.02. All Impositions payable by Sub-subtenant hereunder, other
than real estate taxes, shall be paid by Sub-subtenant (a) to Sublessor at least
fifteen days before the date on which the same shall become payable by
Sub-lessor to Landlord pursuant to Article 3 of the Mesne Lease, or (b) if
permitted by the Mesne Lease, directly to the governmental authority to which
said Imposition is payable, on or before the last day on which the same may be
paid without penalty.

<Page>

                                       15

     Sub-subtenant's obligations with respect to the payment of real estate
taxes shall be discharged in the following manner: On the 1st day of each month
Sub-subtenant shall deposit with the Escrow Agent provided for in Section 2.05
of the Operating Lease a sum equal to one-twelfth of that portion of the real
estate taxes for the then current tax year which is required to be paid pursuant
to the Mesne Lease or, in the event that the amount of such real estate taxes
shall not then have been fixed, such deposit shall be based upon real estate
taxes for the preceding tax year, all as required by Section 3.02 of the
Operating Lease. At the time of making any such deposit, Sub-subtenant shall
procure and forthwith deliver to Sub-sublandlord the receipt of said Escrow
Agent for the amount deposited. Sub-sublandlord will furnish to Sub-subtenant,
promptly after receipt thereof, the proof of payment of the portion of real
estate taxes payable under Article 3 of the Mesne Lease furnished to
Sub-sublandlord by the Escrow Agent. In the event that the accumulated monthly
deposits shall be insufficient to pay any portion of such real estate taxes
under the Mesne Lease at least thirty days prior to the date when the same shall
become due and payable thereunder, Sub-subtenant shall, immediately upon demand
by Sub-sublandlord, deposit with the Escrow Agent an additional sum which, when
added to such accumulated deposits, shall be sufficient to pay such real estate
taxes. Any excess of such deposits in the hands of the Escrow Agent immediately
after such payment under the Mesne Lease shall be credited on account of the
next monthly deposit.

     SECTION 3.03. Nothing herein contained shall require Sub-subtenant to pay
income or gross receipts taxes or corporation franchise or excess profits taxes
or estate, inheritance, succession or transfer taxes or capital levies assessed
against or imposed upon Landlord, Sublessor or Sub-sublandlord; provided,
however, that if at any time during the term of this lease the methods of
taxation prevailing

<Page>

                                       16

at the commencement of the term hereof shall be altered so as to cause the whole
or any part of the taxes, assessments, levies, impositions or charges now or
hereafter levied, assessed or imposed on real estate and the improvements
thereon to be levied, assessed and imposed wholly or partially on the rents
received therefrom, or to be measured by or based, in whole or in part, upon the
Demised Premises and imposed upon Landlord, Sublessor or Sub-sublandlord, then
all such taxes, assessments, levies, impositions or charges, or the part thereof
so levied, assessed, imposed, measured or based, shall be deemed to be included
within the term "Impositions" for the purposes hereof, to the extent that such
Impositions would be payable if the leasehold estates in the Demised Premises
created by the Ground Lease, the Mesne Lease and the Operating Lease were the
only property of Landlord, Sublessor and Sub-sublandlord, respectively, subject
to such Impositions, and Sub-subtenant shall pay and discharge the same as
herein provided in respect of the payment of Impositions.

     Nothing herein shall require Sub-subtenant to pay any portion of the
Impositions in respect of the Demised Premises which shall be payable by the
Ground Lessor except to the extent that Sublessor, as Tenant under the Mesne
Lease, shall be obligated to pay, or reimburse the Landlord thereunder for the
payment of, the same.

     SECTION 3.04. If Sublessor, pursuant to Section 3.04 of the Operating
Lease, shall require Sublessee, from time to time, in lieu of making monthly
deposits pursuant to Section 3.02 of the Operating Lease, to pay directly to the
Ground Lessor on or before the due date thereof all amounts payable to Ground
Lessor in respect of Impositions pursuant to Paragraph First of the Ground
Lease, Sub-sublandlord shall give Sub-subtenant prompt notice of such
requirement and thereafter Sub-subtenant will make like monthly deposits with
Sub-sublandlord, or with a bank or trust company selected by Sub-sublandlord and

<Page>

                                       17

whose fees and charges shall be paid by Sub-subtenant. Such deposits shall be
applied to the making of such payments and Sublessor and Sub-subtenant (and also
Sub-sublandlord if it shall not have been the recipient of such deposits)
promptly after payment thereof, shall be furnished with receipts for all
Impositions so paid pursuant to this Article to persons other than Sublessor.
Sub-sublandlord will deliver to Sub-subtenant copies of any bills or notices
received by Sub-sublandlord with respect to any Impositions payable by
Sub-subtenant. To the extent that same is permissible under the Ground Lease,
the Mesne Lease and the Operating Lease, Sub-subtenant may, at its sole cost and
expense, participate on behalf of Sub-sublandlord in any arbitration proceeding
held pursuant to Paragraph First of the Ground Lease for the purpose of
determining the proportion of any Imposition payable by the Ground Lessor, and
the portion thereof payable by the Ground Lessee.

     SECTION 3.05. Sub-subtenant shall have the right to contest the amount or
validity, in whole or in part, of any Imposition by appropriate proceedings
diligently conducted in good faith and (if payment of such Imposition would
operate as a bar to such contest or interfere materially with the prosecution
thereof) may postpone or defer payment of such Imposition, provided that

               (a) neither the Demised Premises nor any part thereof would, by
          reason of such postponement or deferment, be in danger of being
          forfeited or lost,

               (b) such contest (if in respect of any Imposition payable under
          the Mesne Lease) shall be permitted by the Mesne Lease and
          Sub-subtenant shall furnish all security and indemnities as are
          required under the Mesne Lease to be furnished by Tenant under such
          circumstances,

               (c) such postponement or deferment (if in respect of any
          Imposition payable under the Mesne Lease)

<Page>

                                       18

          will entitle Sublessor, as Tenant, to a corresponding postponement or
          deferment under the Mesne Lease, and

               (d) in case of any such postponement or deferment, Sub-subtenant
          shall have deposited with Sublessor the amount so contested and
          unpaid, together with all interest and penalties in connection
          therewith and all charges that may or might be assessed against or
          become a charge on the Demised Premises or any part thereof in such
          proceedings, or shall have furnished to Sublessor security reasonably
          satisfactory to Sublessor sufficient to cover said amount, interest,
          penalties and charges.

     Upon the termination of any such proceedings, Sub-subtenant shall pay the
amount of such Imposition or part thereof as finally determined in such
proceedings, the payment of which may have been deferred during the prosecution
of such proceedings, together with any costs, fees, interest, penalties or other
liabilities in connection therewith, and, upon such payment, Sub-sublandlord
shall return, without interest, any amount deposited with Sub-lessor and
returned by it to Sub-sublandlord with respect to such Imposition as aforesaid,
or, at the written request of Sub-subtenant, Sub-sublandlord shall cause
Sublessor to make available to Sub-subtenant, upon such reasonable conditions as
Sublessor may prescribe, the amount of such deposit for the making of such
payment as aforesaid. If, at any time during the continuance of such
proceedings, Sublessor shall deem any amount deposited as aforesaid
insufficient, Sub-subtenant shall, upon demand by Sub-sublandlord, make an
additional deposit, as aforesaid, of such additional sum as Sublessor may
request of Sub-sublandlord, and upon failure of Sub-subtenant so to do, the
amount theretofore deposited may be applied by Sublessor to the payment, removal
and discharge of such Imposition, and the interest and penalties in connection
therewith

<Page>

                                       19

and any costs, fees or other liability accruing in any such proceedings, and the
balance, if any, returned to Sub-sublandlord shall be turned over to
Sub-subtenant.

     SECTION 3.06. Sub-sublandlord shall not be required to join in any
proceedings referred to in Section 3.05 hereof unless the Mesne Lease or the
Operating Lease or the provisions of any applicable law, rule or regulation at
the time in effect shall require that such proceedings be brought by and/or in
the name of Sub-sublandlord, in which event Sub-sublandlord shall join in such
proceedings or permit the same to be brought in its name. Sub-sublandlord shall
not ultimately be subjected to any liability for the payment of any costs or
expenses in connection with any such proceeding, and Sub-subtenant shall
indemnify and save harmless Sub-sublandlord from any such costs and expenses.
Sub-subtenant, if not in default hereunder, shall be entitled to any refund of
any Imposition and penalties or interest thereon received by Sub-sublandlord,
either directly or from Sublessor, which have been paid by Sub-subtenant, or
which have been paid by Sub-sublandlord but previously reimbursed in full by
Sub-subtenant, and which, in either event, shall not be payable to the Ground
Lessor.

     SECTION 3.07. Sub-sublandlord will promptly deliver to Sub-subtenant any
bill that may have been rendered to Sub-sublandlord with respect to Impositions
and the portion thereof payable by Sub-subtenant pursuant hereto.

                                    ARTICLE 4

                                    SURRENDER

     SECTION 4.01. On the last day of the term hereof or upon any earlier
termination of this lease, or upon any re-entry by Sub-sublandlord upon the
Demised Premises pursuant to Article 19 hereof, Sub-subtenant shall surrender

<Page>

                                       20

the Demised Premises, together with all fixtures and articles of personal
property attached to or used in the operation thereof, into the possession and
use of Sub-sublandlord without delay and, subject to the provisions of
Section 15.03 hereof, in good order, condition and repair, reasonable wear and
tear excepted, free and clear of all lettings and occupancies other than
subleases permitted by this lease and any existing subleases and free and clear
of all liens and encumbrances other than those, if any, permitted by this lease
or created or consented to by Sub-sublandlord.

     SECTION 4.02. Where furnished by or at the expense of any subtenant,
furniture, trade fixtures and business equipment (not constituting part of the
Demised Premises) may be removed by such subtenant at or prior to the
termination of its sublease, provided, however, that the removal thereof will
not contravene the provisions of the Ground Lease, the Mesne Lease or the
Operating Lease and that Sub-subtenant shall with due diligence, and without
expense to Sub-sublandlord, cause the Building to be promptly restored to its
condition prior to such removal and cause any injury due to such removal to be
promptly repaired.

     SECTION 4.03. Any personal property of Sub-subtenant or any subtenant which
shall remain in the Building after the termination of this lease or any sublease
and the removal of Sub-subtenant or such subtenant from the Building, may, at
the option of Sub-sublandlord be deemed to have been abandoned by Sub-subtenant
or such subtenant and either may be retained by Sub-sublandlord as its property
or be disposed of, without accountability, in such manner as Sub-sublandlord may
see fit.

     SECTION 4.04. Sub-sublandlord shall not be responsible for any loss or
damage occurring to any property owned by Sub-subtenant or any subtenant.

     SECTION 4.05. The provisions of this Article 4 shall survive any
termination of this lease.

<Page>

                                       21

                                    ARTICLE 5

                                    INSURANCE

     SECTION 5.01. Sub-subtenant, at its sole cost and expense, shall keep the
Building insured, during the term of this lease, against loss or damage by fire,
lightning, wind-storm, hail, explosion, riot and civil commotion, aircraft and
vehicles and smoke, and all other available extended coverage (with provisions
for deduction of not more than $50) in an amount which is not less than 100% of
the replacement value of the Building, without any deduction being made for
depreciation, to the extent such insurance is available. Such replacement value
shall be determined from time to time, but not more frequently than once in any
24 consecutive calendar months, at the request of Sub-sublandlord, by one of the
insurers or, at the option of Sub-sublandlord by an appraiser, architect or
contractor who shall be reasonably acceptable to Landlord, Sublessor,
Sub-sublandlord and Sub-subtenant. No omission on the part of Sub-sublandlord to
request any such determination shall relieve Sub-subtenant of its obligation
hereunder.

     SECTION 5.02. Sub-subtenant, at its sole cost and expense, shall maintain:

               (a) comprehensive general public liability insurance against
          claims for bodily injury, death or property damage, occurring thereon,
          in or about the Demised Premises or the elevators or any escalator
          therein and on, in or about the adjoining streets, property and
          passageways, such insurance to afford minimum protection, during the
          term of this lease, of not less than $500,000 in respect of bodily
          injury or death to any one person, and of not less than $2,000,000 in
          respect of any one accident, and of not less than $100,000 for
          property damage;

<Page>

                                       22

               (b) boiler insurance, provided the Building contains a boiler,
          and, if requested by Sublessor, plate glass insurance;

               (c) war risk insurance upon the Building as and when such
          insurance is obtainable from the United States of America, or any
          agency or instrumentality thereof, in an amount equal to the lesser of
          the full replacement value thereof or the maximum amount of such
          insurance obtainable;

               (d) rent insurance against loss of rent due to the risks referred
          to in Section 5.01 hereof (including those embraced by available
          extended coverage) in an amount sufficient to prevent Sub-sublandlord
          (and Sub-subtenant, if named as an insured) from being a co-insurer
          within the terms of the policy or policies in question, but in any
          event in an amount not less than the rent, Basic Rent, Net Rent,
          Ground Rent and all estimated Overage Rent and other additional rent
          hereunder, for eighteen months; and in the even that the Building
          shall be destroyed or seriously damaged, Sub-subtenant shall cause to
          be deposited with Sublessor so much of the proceeds of such insurance
          as shall equal the Basic Rent, Net Rent and other additional rent
          under the Operating Lease for one year and shall deposit the balance
          of such proceeds with Sub-sublandlord for application to the payment
          of the rent hereunder. Sublessor may deposit with Landlord, out of the
          insurance proceeds so deposited with Sublessor, the amount required to
          be deposited by Sublessor, as Tenant, under Section 5.02(d) of the
          Mesne Lease, to be held and applied by Landlord in the manner therein
          provided, and the balance of such proceeds less such amount as shall
          be necessary, with the portion of said proceeds theretofore deposited
          with Sub-sublandlord, to equal the rent payable for a

<Page>

                                       23

          period of twelve months (which amount shall be paid to and held and
          applied by Sub-sublandlord as herein provided), shall be held and
          applied by Sublessor on account of the payment of such Basic Rent and
          additional rent under the Operating Lease until the restoration of the
          Building, at which time, provided Sub-subtenant is not then in
          default, the balance, if any, of such deposit, returned by Sublessor
          to Sublessee and any unapplied sums retained by Sub-sublandlord shall
          be returned to Sub-subtenant; and

               (e) such other insurance, and in such amounts, as may from time
          to time be reasonably required by Sub-sublandlord against other
          insurable hazards which at the time are commonly insured against in
          the case of premises similarly situated, due regard being given to the
          height and type of building, its construction, use and occupancy.

     Sub-subtenant shall not violate or permit to be violated any of the
conditions or provisions of any policy provided for in Sections 5.01 or 5.02
hereof and Sub-subtenant shall so perform and satisfy the requirements of the
companies writing such policies that at all times companies of good standing
satisfactory to Sub-sublandlord shall be willing to write and/or to continue
such insurance.

     SECTION 5.03. Sub-subtenant may effect for its own account any insurance
not required under the provisions of this lease, but any insurance effected by
Sub-subtenant on the Building, whether or not required under this Article 5,
shall be for the benefit of Landlord, Sublessor, Sub-sublandlord and
Sub-subtenant, and, if required by Sublessor, any leasehold mortgagee of the
Mesne Lease, and, if required by Sub-sublandlord, any leasehold mortgagee of the
Operating Lease, and shall be subject to all other provisions of this Article 5
and of Article 15 hereof. Sub-subtenant shall promptly and notify
Sub-sublandlord of the issuance of any such insurance.

<Page>

                                       24

     SECTION 5.04. All insurance provided for in this Article 5 shall be
effected under valid and enforceable policies issued by insurers of recognized
responsibility which are licensed to do business in the State of New York, are
well rated by national rating organizations, and have been approved in writing
by Landlord, by Sublessor and by Sub-sublandlord (such approval not to be
unreasonably withheld) and, in the case of insurance provided for in Section
5.01 hereof, by the Ground Lessor. Upon the execution of this lease, and
thereafter not less than twenty days prior to the expiration dates of the
expiring policies theretofore furnished pursuant to this Article 5 or Article 9
hereof, originals of the policies, bearing notations evidencing the payment of
premiums or accompanied by other evidence satisfactory to Landlord, to Sublessor
and to Sub-sublandlord of such payment, shall be delivered by Sub-subtenant to
Sub-sublandlord. Said policies shall be held by Sub-sublandlord, or at its
option, may be delivered to and deposited with the Landlord, the Ground Lessor
or Sub-lessor. Upon request by Sub-sublandlord, Sub-subtenant shall furnish one
or more duplicate copies of any policy.

     If permitted by Landlord under the Mesne Lease, any insurance provided for
in this Article 5 may be effected by a policy or policies of blanket insurance,
provided however that either (a) any such policy or policies of blanket
insurance shall specify therein, or (b) Sub-subtenant shall furnish
Sub-sublandlord with a written statement from the insurers under such policy or
policies specifying, the amount of the total insurance allocated to the Demised
Premises; and provided further, that in all other respects, any such policy or
policies shall comply with the other provisions of this lease.

     SECTION 5.05. All policies of insurance provided for in Sections 5.01 and
5.02 hereof shall name Landlord, Sublessor, Sub-sublandlord and (in the case of
those provided for in Section 5.01) the Ground Lessor, as the insureds, as

<Page>

                                       25

their respective interests may appear. Subject to the provisions of the Ground
Lease, such policies may also name Sub-subtenant as an insured, as its interest
may appear, and may be made payable, subject to the provisions of this lease, to
any leasehold mortgagee of this lease, the Mesne Lease or the Operating Lease,
as their interests may appear, pursuant to a standard mortgagee clause. The
loss, if any, under any policies provided for in such Section 5.01 and in
paragraphs (c) and (e) of Section 5.02 shall be adjusted with the insurance
companies by (a) Sub-subtenant, in the case of any particular casualty resulting
in damage or destruction not exceeding $100,000 in the aggregate, or (b)
Landlord, Sublessor, Sub-sublandlord, Sub-subtenant, and any leasehold mortgagee
of this lease, the Mesne Lease or the Operating Lease, in the case of any
particular casualty resulting in damage or destruction exceeding $100,000 but
not exceeding $250,000 in the aggregate, or (c) by Landlord and (to the extent
required or permitted by the Ground Lease and the Mesne Lease) by the Ground
Lessor, Sublessor, Sub-sublandlord, Sub-subtenant, and/or any leasehold
mortgagee of this lease, the Mesne Lease and/or the Operating Lease, as their
respective interests may appear in the case of any particular casualty resulting
in damage or destruction exceeding $250,000 in the aggregate. The proceeds of
any such insurance, as so adjusted, shall be payable:

               (i) to Sub-subtenant, in the case of any particular casualty
          resulting in damage or destruction not exceeding $100,000 in the
          aggregate, or

               (ii) to Landlord (or, at Sublessor's election, to an insurance
          trustee which shall be a bank or trust company which is a member of
          the New York Clearing House Association, selected by Sublessor as
          provided in Section 5.05 of the Operating Lease, and whose charges
          shall be paid by Sub-subtenant), for the purposes set forth in Article
          15, in the case of any particular

<Page>

                                       26

          casualty resulting in damage or destruction exceeding $100,000, but
          not exceeding $250,000, in the aggregate, or

               (iii) in the case of any particular casualty resulting in damage
          or destruction exceeding $250,000 in the aggregate, either (A) to the
          insurance trustee designated pursuant to Paragraph Seventh of the
          Ground Lease in the case of proceeds of insurance provided for in
          Section 5.01 hereof or (B) to Landlord (or, at Sublessor's election,
          to an insurance trustee selected as provided in clause (iii) of
          Section 5.05 of the Operating Lease), for the purposes set forth in
          Article 15 hereof, in the case of proceeds of insurance provided for
          in Section 5.02 hereof.

All such policies shall provide that the loss, if any, thereunder shall be
adjusted and paid as hereinabove provided. Each such policy shall contain (if
obtainable) a provision that no act or omission of Sub-subtenant shall affect or
limit the obligation of the insurance company to pay to Landlord, Sublessor and
Sub-sublandlord the amount of any loss sustained and an agreement by the insurer
that such policy shall not be cancelled without at least ten days' prior written
notice to Landlord, Sublessor, Sub-sublandlord and (in the case of policies
provided for in Section 5.01) the Ground Lessor.

     SECTION 5.06. If, at any time during the term of this lease,
Sub-sublandlord shall request that the amount of liability insurance provided by
Sub-subtenant, as required by Section 5.02 hereof and paragraph (g) of Section
9.01 hereof, be increased on the ground that such coverage is inadequate
properly to protect the interest of Sub-sublandlord, or if Sub-sublandlord shall
require other insurance pursuant to the provisions of paragraph (e) of Section
5.02 hereof and Sub-subtenant shall refuse to comply with any such request or
requirement, the dispute shall be submitted

<Page>

                                       27

to arbitration as provided in Article 25 hereof. Sub-subtenant shall thereafter
carry the amount, and such kind, of insurance as determined by such arbitration
to be adequate and required, but in no event shall the amount of public
liability insurance be less than the amounts specified in Section 5.02 hereof
and in paragraph (g) of Section 9.01 hereof.

     SECTION 5.07. Upon the expiration of this lease, the unearned premiums upon
any transferable insurance policies lodged with Sub-sublandlord by Sub-subtenant
shall be apportioned, if Sub-subtenant shall not then be in default in the
performance of any of Sub-subtenant's covenants, agreements and undertakings in
this lease.

     SECTION 5.08. Upon request of Sub-Subtenant, Sub-sublandlord will request
Sublessor to designate an insurance trustee as provided in Section 5.05 of the
Operating Lease and will also request that Sublessor select as such insurance
trustee such bank or trust company which is a member of the New York Clearing
House Association as shall be specified by Sub-sublandlord in such request.

                                    ARTICLE 6

               SUB-SUBLANDLORD'S RIGHTS TO PERFORM SUB-SUBTENANT'S
                                    COVENANTS

     SECTION 6.01 If Sub-subtenant shall at any time fail to pay any Imposition
in accordance with the provisions of Article 3 hereof, or to pay for or maintain
any of the insurance policies provided for in Article 5 hereof, or to make any
other payment or perform any other act on its part to be made or performed
hereunder, then Sub-sublandlord, after ten days' notice to Sub-subtenant (or, if
necessary to avoid a default under the Mesne Lease after five days' notice, or,
in case of any emergency, on such notice, or without notice, as may be
reasonable under the

<Page>

                                       28

circumstances) and without waiving, or releasing Sub-subtenant from, any
obligation of Sub-subtenant hereunder, may (but shall not be required to):

               (a) pay any Imposition payable by Sub-subtenant pursuant to the
          provisions of Article 3 hereof, or

               (b) pay for and maintain any of the insurance policies provided
          for in Article 5 hereof, or

               (c) make any other payment or perform any other act on
          Sub-subtenant's part to be made or performed as in this lease
          provided,

and may enter upon the Demised Premises for the purpose and take all such action
thereon as may be necessary therefor.

     SECTION 6.02. All sums so paid by Sub-sublandlord and all costs and
expenses incurred by Sub-sublandlord in connection with the performance of any
such act (together with interest thereon at the rate of 6% per annum from the
respective dates of Sub-sublandlord's making of each such payment or incurring
of each such cost and expense) shall constitute additional rent payable by
Sub-subtenant under this lease and shall be paid by Sub-subtenant to
Sub-sublandlord on demand, and Sub-sublandlord shall not be limited in the proof
of any damages which Sub-sublandlord may claim against Sub-subtenant arising out
of or by reason of Sub-subtenant's failure to provide and keep in force
insurance as aforesaid, to the amount of the insurance premium or premiums not
paid or incurred by Sub-subtenant and which would have been payable upon such
insurance, but Sub-sublandlord shall also be entitled to recover as damages for
such breach, the uninsured amount of any loss (to the extent of any deficiency
in the insurance required by the provisions of this lease), damages, costs and
expenses of suit suffered or incurred by reason of damage to, or destruction of,
the Demised

<Page>

                                       29

Premises, occurring during any period when Sub-subtenant shall have failed or
neglected to provide insurance as aforesaid. However, any amount so recovered by
the Sub-sublandlord for damages to the Demised Premises shall be subject to the
provisions of Article 15 hereof.

                                    ARTICLE 7

                     REPAIRS AND MAINTENANCE OF THE PROPERTY

     SECTION 7.01. During the term of this lease, Sub-subtenant, at its sole
cost and expense, will take good care of the Building (including the fixtures
and facilities therein), and the sidewalks, driveways and curbs adjoining the
Building and will maintain and keep the same in good order and condition, and
make all necessary repairs thereto, interior and exterior, structural and
non-structural, ordinary and extraordinary, and foreseen and unforeseen, unless
prohibited by the Ground Lease and not consented to by Ground Lessor. When used
in this Article 7, the term "repairs" shall include all necessary replacements,
renewals, alterations, additions and betterments. All repairs made by
Sub-subtenant shall be equal in quality and class to the original work. Nothing
in this Section contained shall obligate Sub-subtenant to repair any portion of
the Building excepted from the Demised Premises if and to the extent that the
Ground Lessor is obligated under the Ground Lease to make such repairs at its
own cost and expense without reimbursement from Landlord as Ground Lessee.

     SECTION 7.02. The necessity for and adequacy of repairs to the Building
pursuant to Section 7.01 hereof shall be measured by the standard which is
appropriate for buildings of similar construction and class, provided that
Sub-subtenant shall in any event make all repairs required to be made by the
Sublessee under the Operating Lease.

<Page>

                                       30

     SECTION 7.03. Sub-subtenant shall maintain all portions of the Building and
the adjacent sidewalks, driveways and curbs in a clean and orderly condition,
free of dirt, rubbish, snow, ice and unlawful obstructions; provided, however,
that Sub-subtenant shall not be responsible for the maintenance, lighting,
cleaning and policing of the passageway extending from Lexington Avenue to the
Grand Central Terminal building, but Sub-subtenant shall pay to Sublessor (or,
on Sublessor's written request, to the Railroad Company), promptly upon
rendition of bills therefor, the portion of the expense of such maintenance,
lighting, cleaning and policing which Sublessor is required to pay as Tenant
under the Mesne Lease.

     SECTION 7.04. Sub-sublandlord shall not be required to furnish any services
or facilities, or to make any repairs or alterations, in or to the Building,
Sub-subtenant hereby assumes full responsibility for the condition, operation,
repair, replacement, maintenance and management of the Building except to the
extent that (in the case of portions thereof excepted from the Demised Premises)
the Ground Lessor is responsible therefor under the Ground Lease. Sub-subtenant
is and shall be in exclusive control and possession of the Demised Premises as
provided herein, and Sub-sublandlord shall not in any event whatsoever be liable
for any injury or damage to any property or to any person happening on or about
the Demised Premises, nor for any injury or damage to the Demised Premises, nor
to any property of Sub-subtenant, or of any other person contained therein. The
provisions hereof permitting Sub-Sublandlord to enter and inspect the Demised
Premises are made for the purpose of enabling Sub-sublandlord to be informed as
to whether Sub-subtenant is complying with the agreements, terms, covenants and
conditions hereof, and to do such acts as Sub-subtenant shall fail to do.

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                                       31

     SECTION 7.05. During the initial term of this lease, Sub-subtenant shall,
upon written request of Landlord, appoint from a list submitted by Landlord of
at least four real estate firms specializing in the management and operation of
high grade office buildings in the Borough of Manhattan, one such firm to act as
its agent in the management of the Demised Premises. After any such appointment
of an agent, upon thirty days' notice from Landlord, Sub-subtenant shall replace
any such agent by appointment of another from a list of at least six such firms
submitted by Landlord. Sub-subtenant may at any time substitute or replace such
appointed agent with any other agent selected from the last-furnished list.

                                    ARTICLE 8

                     COMPLIANCE WITH LAWS, ORDINANCES, ETC.

     SECTION 8.01. During the term of this lease, Sub-subtenant, at its sole
cost and expense, shall promptly comply with all present and future laws,
ordinances, orders, rules, regulations and requirements of all federal, state
and municipal governments, courts, departments, commissions, boards and
officers, any national or local Board of Fire Underwriters, or any other body
exercising functions similar to those of any of the foregoing, foreseen or
unforeseen, ordinary as well as extraordinary, which may be applicable to the
Demised Premises and the sidewalks, curbs and vaults adjoining the Demised
Premises or to the use or manner of use of the Demised Premises or the owners,
tenants or occupants thereof, whether or not such law, ordinance, order, rule,
regulation or requirement shall necessitate structural changes or improvements,
or the removal of any encroachments or projections, ornamental, structural or
otherwise, onto or over the streets adjacent to the Demised Premises, or onto or
over other property contiguous or adjacent thereto.

<Page>

                                       32

     SECTION 8.02. Sub-subtenant shall have the right to contest by appropriate
proceedings diligently conducted in good faith, in the name of Landlord,
Sublessor, Sub-sublandlord, or any of them, without cost or expense to Landlord,
Sublessor or Sub-sublandlord, the validity or application of any law, ordinance,
order rule, regulation or requirement of the nature referred to in Section 8.01
hereof, provided that such contest shall be permitted by the Ground Lease, the
Mesne Lease and the Operating Lease and Sub-subtenant shall have furnished to
the Ground Lessor and Landlord such indemnities as may be required by the terms
of the Ground Lease and to Sub-sublandlord such further indemnities as
Sub-sublandlord may reasonably require. If by the terms of any such law,
ordinance, order, rule, regulation or requirement, compliance therewith pending
the prosecution of any such proceeding may legally be delayed without the
incurrence of any lien, charge or liability of any kind against the Demised
Premises or Sub-sublandlord's or Sub-subtenant's leasehold interest therein and
without subjecting Landlord, Sublessor or Sub-sublandlord to any liability,
civil or criminal, for failure so to comply therewith, Sub-subtenant may delay
compliance therewith until the final determination of such proceeding. If any
lien, charge or civil liability would be incurred by reason of any such delay,
Sub-subtenant, nevertheless, with the prior written consent of Landlord,
Sublessor and of Sub-sublandlord (such consent of Sub-sublandlord not to be
unreasonably withheld), may contest as aforesaid and delay as aforesaid,
provided that such delay would not subject Landlord, Sublessor or
Sub-sublandlord to criminal liability and Sub-subtenant (i) furnishes to
Landlord, to Sublessor, and to Sub-sublandlord security, satisfactory to
Landlord and Sublessor and reasonably satisfactory to Sub-sublandlord, against
any loss or injury by reason of such contest or delay, and (ii) prosecutes the
contest with due diligence.

     Neither Landlord, Sublessor nor Sub-sublandlord shall be required to join
in any proceedings referred to in this Section unless the Ground Lease, the
Mesne Lease, the

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                                       33

Operating Lease or the provisions of any applicable law, rule or regulation at
the time in effect shall require that such proceedings be brought by and/or in
the name of Landlord and/or in the name of Sublessor and/or in the name of
Sub-sublandlord in which event Sub-sublandlord shall join in such proceedings or
permit the same to be brought in its name and/or require Sublessor to, or to
cause Landlord to, do likewise.

     SECTION 8.03. Without limiting the generality of the foregoing provisions
of this Article 8 or the provisions of Article 7 hereof:

               (a) Sub-subtenant shall not suffer, allow or permit the loading
          of any of the floors of the Building, or any portion or portions
          thereof, beyond the weights permitted by the building ordinances of
          the City of New York, as changed from time to time during the term of
          this lease by orders of the municipal authorities having or asserting
          jurisdiction in the premises;

               (b) Sub-subtenant shall not construct or allow or permit to be
          constructed any advertising signs upon the roof, walls or windows of
          the Building or any lettering upon the windows, nor shall
          Sub-subtenant permit the windows above the floor next above the ground
          floor, or the windows, if any, in the spaces adjoining the passageway
          from Lexington Avenue to the Grand Central Terminal building, to be
          used for advertising or display purposes, without in each case the
          written consent of Landlord, and (if required by the Ground Lease) the
          written consent of the Ground Lessor first had and obtained.

                                    ARTICLE 9

                             CHANGES AND ALTERATIONS

     SECTION 9.01. Sub-subtenant will make no alterations or changes in the
Building or any part thereof, except in compliance with the provisions of
Paragraph Sixth of the

<Page>

                                       34

Ground Lease, and all matters requiring the consent or approval of the Ground
Lessor thereunder shall also require the consent or approval of Landlord,
Sublessor and Sub-sublandlord. Sublessor having agreed with Sub-sublandlord
that its consent or approval shall not be unreasonably withheld,
Sub-sublandlord hereby agrees upon request of Sub-subtenant to request such
consent or approval of Sublessor and further agrees that Sub-sublandlord's
consent or approval shall not be unreasonably withheld. In addition to, and
without limiting the generality of, the foregoing, Sub-subtenant covenants and
agrees that:

               (a) No change or alteration, involving an estimated cost of more
          than $100,000, including any restoration required by Articles 15 or 16
          hereof, shall be made without the prior written consent of Landlord,
          Sublessor and Sub-sublandlord. Sublessor having agreed with
          Sub-sublandlord that its consent will not be withheld if the change or
          alteration would not in the reasonable opinion of Sublessor impair the
          value, rental value, rentability or usefulness of the Building or any
          part thereof, Sub-sublandlord agrees upon request of Sub-subtenant to
          request such consent of Sublessor and further agrees that
          Sub-sublandlord's consent thereto shall not be unreasonably withheld.

               (b) No change or alteration shall be undertaken until
          Sub-subtenant shall have procured and paid for, so far as the same may
          be required from time to time, all permits and authorizations of all
          municipal departments and governmental subdivisions having
          jurisdiction. Sub-sublandlord shall join in the application for such
          permits or authorizations whenever such action is necessary, and shall
          request Sublessor and Landlord to do likewise, but without any
          liability or expense to Landlord, to Sublessor or to Sub-sublandlord.

               (c) No structural change or alteration shall be made except in
          accordance with plans and specifications

<Page>

                                       35

          approved in writing by the Ground Lessor, Landlord, Sublessor and
          Sub-sublandlord. Sublessor having agreed with Sub-sublandlord that its
          approval shall not be unreasonably withheld, Sub-sublandlord agrees
          upon request to request such consent of Sublessor and further agrees
          that Sub-sublandlord's consent thereto shall not be unreasonably
          withheld.

               (d) Any change or alteration shall, when completed, be of such a
          character as not to reduce the value, rental value or rentability or
          usefulness of the Demised Premises.

               (e) Any change or alteration shall be made promptly and in a good
          and workmanlike manner and in compliance with all applicable permits
          and authorizations and building and zoning laws and with all other
          laws, ordinances, orders, rules, regulations and requirements of all
          federal, state and municipal governments, departments, commissions,
          boards and officers, any national or local Board of Fire underwriters,
          or any other body hereafter exercising functions similar to those of
          any of the foregoing.

               (f) The cost of any such change or alterations shall be paid in
          cash or its equivalent so that the Demised Premises shall at all times
          be free of liens for labor and materials supplied or claimed to have
          been supplied to the Demised Premises.

               (g) Workmen's compensation insurance covering all persons
          employed in connection with the work and with respect to whom death or
          bodily injury claims could be asserted against Landlord, Sublessor,
          Sub-sublandlord, Sub-subtenant or the Demised Premises, and general
          liability insurance for the benefit of Landlord, Sublessor,
          Sub-sublandlord and Sub-subtenant with limits of not less than
          $250,000 in the event of bodily injury to one person and not less than
          $1,000,000

<Page>

                                       36

          in the event of bodily injury to any number of persons in any one
          accident, and with limits of not less than $25,000 for property
          damage, shall be maintained or caused to be maintained by
          Sub-subtenant at Sub-subtenant's sole cost and expense at all times
          when any work is in process in connection with any change or
          alteration. All such insurance shall be in a company or companies of
          recognized responsibility, and all policies or certificates therefor
          issued by the respective insurers, bearing notations evidencing the
          payment of premiums or accompanied by other evidence satisfactory to
          Landlord, Sublessor and Sub-sublandlord of such payment, shall be
          delivered to Sub-sublandlord.

               (h) If the estimated cost of any such change or alteration shall
          be in excess of $100,000, Sub-subtenant, before commencement of work,
          at Sub-subtenant's sole cost and expense, shall furnish to Landlord,
          to Sublessor and to Sub-sublandlord a surety company performance bond,
          issued by a surety company acceptable to Landlord, to Sublessor and to
          Sub-sublandlord in an amount at least equal to the estimated cost of
          such change or alteration, guaranteeing the completion thereof within
          a reasonable time, free and clear of all 1iens, encumbrances, chattel
          mortgages, conditional bills of sale, and other charges, and in
          accordance with the plans and specifications approved by Landlord,
          Sublessor and Sub-sublandlord or, in lieu of such performance bond,
          other security reasonably satisfactory to Landlord, Sublessor and
          Sub-sublandlord, No performance bond or other security shall be
          required except to the extent that such estimated cost exceeds the
          amounts deposited pursuant to Section 15.02 hereof or available for
          the purpose pursuant to Section 16.04 hereof.

<Page>

                                       37

                                   ARTICLE 10

                               DISCHARGE OF LIENS

     SECTION 10.01. Sub-subtenant will not create or permit to be created or to
remain, and will discharge, any lien, encumbrance or charge (levied on account
of any Imposition or any mechanic's, laborer's or materialman's lien or any
mortgage, conditional sale, title retention agreement or chattel morgage or
otherwise) which might be or become a lien, encumbrance or charge upon the
Demised Premises or any part thereof or the income therefrom, having any
priority or preference over or ranking on a parity with the estate, rights and
interest of Sub-sublandlord in the Demised Premises or any part thereof or the
income therefrom, nor shall Sub-subtenant create any mortgage, lien, encumbrance
or charge upon its leasehold estate in the Demised Premises except in
accordance with the requirements of Sections 18.02, 18.10 and 18.15 hereof, and
Sub-subtenant will not suffer any other matter or thing whereby the estate,
rights and interest of Sub-sublandlord in the Demised Premises or any part
thereof might be impaired; provided that any Imposition may, after the same
becomes a lien on the Demised Premises, be paid or contested in accordance with
Article 3 hereof, and any mechanic's, laborer's or materialman's lien may be
discharged in accordance with Section 10.02 hereof.

     SECTION 10.02. If any mechanic's, laborer's or materialman's lien shall at
any time be filed against the Demised Premises or any part thereof, whether for
labor or materials furnished prior or subsequent to the date of this lease,
Sub-subtenant, within twenty days after notice of the filing thereof, will cause
the same to be discharged of record by payment, deposit, bond, order of a court
of competent jurisdiction or otherwise. If Sub-subtenant shall fail to cause
such lien to be discharged within the period aforesaid, then, in addition to any
other right or

<Page>

                                       38

remedy, Sub-sublandlord may, but shall not be obligated to, discharge the same
either by paying the amount claimed to be due or by procuring the discharge of
such lien by deposit or by bonding proceedings, and in any such event
Sub-sublandlord shall be entitled, if Sub-sublandlord so elects, to compel the
prosecution of an action for the foreclosure of such lien by the lienor and to
pay the amount of the judgment in favor of the lienor with interest, costs and
allowances. Any amount so paid by Sub-sublandlord and all costs and expenses
incurred by Sub-sublandlord in connection therewith, together with interest
thereon at the rate of 6% per annum from the respective dates of
Sub-sublandlord's making of the payment or incurring of the cost and expense
shall constitute additional rent payable by Sub-subtenant under this lease and
shall be paid by Sub-subtenant to Sub-sublandlord on demand.

     SECTION 10.03. Nothing in this lease contained shall be deemed or construed
in any way as constituting the consent or request of Sub-sublandlord, express
or implied by inference or otherwise, to any contractor, subcontractor, laborer
or materialman for the performance of any labor or the furnishing of any
materials for any specific improvement, alteration to or repair of the Demised
Premises or any part thereof, nor as giving Sub-subtenant any right, power or
authority to contract for or permit the rendering of any services or the
furnishing of any materials that would give rise to the filing of any lien
against the Demised Premises or any part thereof.

                                   ARTICLE 11

                                 USE OF PROPERTY

     SECTION 11.01. Sub-subtenant will use the Demised Premises only for a
high-grade office building, except that the ground floor and floor next above
the ground floor may be used for banks, for trust companies, or for stores, and

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                                       39

Sub-subtenant shall not use or permit or allow the Demised Premises or any
portion thereof to be used for any other purpose, without prior written consent
of Sub-sublandlord, Sublessor, Landlord and the Ground Lessor. Sub-subtenant
will not use or allow the Demised Premises or any part thereof to be used or
occupied for any unlawful purpose or in violation of the Operating Lease, the
Mesne Lease, the Ground Lease or any certificate of occupancy or certificate of
compliance covering or affecting the use of the Demised Premises or any part
thereof and will not suffer any act to be done or any condition to exist on the
Demised Premises or any part thereof or any articles to be brought thereon,
which would in any way violate the Operating Lease, the Mesne Lease, the Ground
Lease or which may be dangerous, unless safeguarded as required by law, or which
may, in law, constitute a nuisance, public or private, or which may make void or
voidable any insurance then in force with respect thereto.

     SECTION 11.02. Sub-subtenant will not do or suffer any waste or damage,
disfigurement or injury to the Building or any part thereof.

     SECTION 11.03. Sub-subtenant shall not use or permit the use of the Demised
Premises or any part thereof for any purpose which in the reasonable opinion of
Sub-sublandlord would adversely affect the then value or character of the
Demised Premises. Any dispute between Sub-sublandlord and Sub-subtenant arising
under the provisions of this Section 11.03 shall be submitted to arbitration as
provided under Article 25 hereof.

                                   ARTICLE 12

             SUBORDINATION TO PRIOR LEASES AND COMPLIANCE THEREWITH

     SECTION 12.01. This lease is subject and subordinate to the Grant of Term,
the Ground Lease, the Mesne Lease, the Operating Lease and to all of the terms,
covenants

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                                       40

and conditions of each of them. Sub-subtenant agrees that it shall, at its cost
and expense, promptly perform and observe all obligations of the Ground Lessor
as grantee under the Grant of Term, of Landlord as Ground Lessee under the
Ground Lease, of Sublessor as Tenant under the Mesne Lease and of
Sub-sublandlord as Sublessee under the Operating Lease (except that, to the
extent that Sub-subtenant shall have deposited same with the Escrow Agent under
the Operating Lease, Sub-subtenant shall not be required to make payments to the
Ground Lessor of Ground Rent or additional rent under the Ground Lease, or to
Landlord of Net Rent or additional rent under the Mesne Lease), and shall comply
with all restrictions and requirements of the Grant of Term, the Ground Lease,
the Mesne Lease and the Operating Lease, applicable to the said grantee, the
Ground Lessee, Tenant or Sublessee, as the case may be, irrespective of whether
the obligations, restrictions or requirements are more stringent than those
herein imposed upon Sub-subtenant. Specific references in other articles of this
lease to compliance with particular requirements of the Grant of Term, Ground
Lease, Mesne Lease and the Operating Lease shall not limit the generality of the
foregoing.

     SECTION 12.02. Sub-sublandlord covenants and agrees that it will not do,
suffer or permit any act, condition or thing to occur which would or might
constitute a default under the Operating Lease, except to the extent that such
occurrence shall have resulted, directly or indirectly, from a default hereunder
either by Sub-subtenant or caused by any subtenant.

     Sub-sublandlord further covenants and agrees that it shall forthwith give
to Sub-subtenant a copy of each notice of default which shall have been given to
Sub-sublandlord under the provisions of the Ground Lease, the Mesne Lease or the
Operating Lease.

     Sub-sublandlord covenants and agrees that if the Escrow Agent, appointed
under Section 2.05 of the Operating

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                                       4l

Lease, shall fail to pay to Landlord (or to the Ground Lessor, if Landlord shall
so direct) any installment of Ground Rent or additional rent under the Ground
Lease or shall fail to pay to Landlord any installment of Net Rent or additional
rent under the Mesne Lease, with respect to which and to the extent that
Sub-subtenant shall have made deposits hereunder with the Escrow Agent, or if
Sub-sublandlord shall fail to make any payment or to perform any act required of
the Sublessee under the Operating Lease, then Sub-subtenant may, but shall not
be obligated to, make any payment or take any action as shall be necessary to
cure a default by the Ground Lessee under the Ground Lease or by Tenant under
the Mesne Lease or by Sublessee under the Operating Lease and (except to the
extent that such default shall have resulted, directly or indirectly, from a
default hereunder either by Sub-subtenant or caused by any subtenant)
Sub-subtenant may thereafter deduct the amount of any such payment, or the cost
of any such other action, from the next succeeding installment or installments
of rent or additional rent accruing under this lease, with interest thereon at
the rate of 6% per annum from the date of such payment or the incurring of such
cost.

     SECTION 12.03. Sub-sublandlord shall not modify or consent to any
modification of the Operating Lease, the Mesne Lease, the Ground Lease or the
Grant of Term except with the prior written consent of Sub-subtenant, and any
such modification made without such consent shall be null and void and of no
effect so far as Sub-subtenant is concerned.

                                   ARTICLE 13

                   ENTRY ON PROPERTY BY SUB-SUBLANDLORD, ETC.

     SECTION 13.01. Sub-subtenant will permit Landlord, Sublessor and
Sub-sublandlord and their authorized representatives to enter the Demised
Premises at all reasonable

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                                       42

times for the purpose of (a) inspecting the same and (b) making any necessary
repairs thereto and performing any other work therein that may be necessary by
reason of Sub-subtenant's failure, for ten days after written notice from
Sub-sublandlord, to make any such repairs or perform any such other work or to
commence the same. Nothing herein shall imply any duty upon the part of
Sub-sublandlord to do any such work; and performance thereof by Sub-sublandlord
shall not constitute a waiver of Sub-subtenant's default in failing to perform
the same. Landlord, or Sublessor or Sub-sublandlord may, during the progress of
any such work in the Demised Premises, keep and store therein all necessary
materials, tools, supplies and equipment. Sub-sublandlord shall not be liable
for inconvenience, annoyance, disturbance, loss of business or other damage of
Sub-subtenant or any subtenant by reason of making such repairs or the
performance of any such work, or on account of bringing materials, tools,
supplies and equipment into or through the Demised Premises during the course
thereof, and the obligations of Sub-subtenant under this lease shall not be
affected thereby.

     SECTION 13.02. Landlord, Sublessor and Sub-sublandlord shall have the right
to enter the Demised Premises at all reasonable times during usual business
hours for the purpose of showing the same to prospective purchasers or
mortgagees, and, at any time within two years prior to the expiration of the
initial term of this lease (unless Sub-subtenant theretofore shall have given
written notice of its election to renew this lease as provided in Article 20
hereof) or within two years prior to the expiration of any renewal term of this
lease (unless Sub-subtenant, if entitled to renew this lease as provided in
Article 20 hereof, theretofore shall have given Sublessor written notice of its
election so to renew this lease as therein provided), for the purpose of showing
the same to prospective tenants.

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                                       43

                                   ARTICLE 14

                       INDEMNIFICATION OF SUB-SUBLANDLORD

     SECTION 14.01. Sub-subtenant will indemnify and save harmless
Sub-sublandlord against and from all liabilities, obligations, judgments,
damages, penalties, claims, costs, charges and expenses, including reasonable
architects' and attorneys' fees, which may be imposed upon or incurred by or
asserted against Sub-sublandlord by reason of any of the following occurring
during the term of this lease:

               (a) any work or thing done in, on or about the Demised Premises
          or any part thereof;

               (b) any use, non-use, possession, occupation, condition,
          operation, maintenance or management of the Demised Premises or any
          part thereof, or any street, alley, sidewalk, curb, vault, passageway
          or space adjacent thereto;

               (c) any negligence on the part of Sub-subtenant or any of its
          agents, contractors, servants, employees, subtenants, licensees or
          invitees;

               (d) any accident, injury or damage to any person or property
          occurring in, on or about the Demised Premises or any part thereof or
          any street, alley, sidewalk, curb, vault, passageway or space adjacent
          thereto;

               (e) any failure by Sub-subtenant to perform or comply with any of
          the covenants, agreements, terms or conditions contained in this lease
          on its part to be performed or complied with;

               (f) any tax attributable to the execution, delivery or recording
          of the Mesne Lease, the Operating Lease or this lease or any
          modification hereof; or

               (g) any liability which may have been imposed upon
          Sub-sublandlord as "Owner" by the Sub-subtenant, as Agent under the
          terms of a certain Management Agreement dated April 16, 1963 made

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                                       44

          by Precision Dynamics Corporation as Owner to Webb & Knapp, Inc. as
          Agent, as amended by agreement dated January 10, 1964 between
          Precision Dynamics Corporation and Harry B. Helmsley d/b/a Graybar
          Building Company (successor in interest to Webb & Knapp, Inc.) as
          Agent, which agreement as so modified, was cancelled as of the date of
          the execution of this Operating Sublease.

               (h) any claim by Sublessor against Sub-sublandlord arising out
          of or connected with any of the matters set forth in paragraphs (a)
          through (f) matters set forth in paragraphs (a) through (g)

In case any action or proceeding is brought against Sub-sublandlord by reason of
any such claim, Sub-subtenant upon written notice from Sub-sublandlord will at
Sub-subtenant's expense resist or defend such action or proceeding.

                                   ARTICLE 15

                              DAMAGE OR DESTRUCTION

     SECTION 15.01. In case of casualty to the Building resulting in damage or
destruction exceeding $100,000 in the aggregate, Sub-subtenant shall promptly
give written notice thereof to Sub-sublandlord. Regardless of the amount of any
such damage or destruction, Sub-subtenant shall at its sole cost and expense,
and whether or not the insurance proceeds, if any, shall be sufficient for the
purpose, restore, repair, replace, rebuild or alter the Building as nearly as
possible to its value, condition and character immediately prior to such damage
or destruction and in conformity with the requirements of the Ground Lease, the
Mesne Lease, the Operating Lease and the provisions of Article 9 hereof. Such
restoration, repairs, replacements, rebuilding or alterations shall be commenced
promptly and prosecuted with reasonable diligence.

     SECTION 15.02. Subject to the provisions of the Ground Lease, the Mesne
Lease and the Operating Lease, all insurance

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                                       45

proceeds received by Sub-sublandlord or any insurance trustee selected by
Sublessor pursuant to Section 5.05 of the Operating Lease, on account of such
damage or destruction, less the actual cost, fees and expenses, if any, incurred
in connection with adjustment of the loss, shall be applied by Sub-sublandlord
or such insurance trustee to pay or reimburse Sub-subtenant for the payment of
the cost of the aforesaid demolition, restoration, repairs, replacement,
rebuilding or alterations, including the cost of temporary repairs or for the
protection of property pending the completion of permanent restoration, repairs,
replacements, rebuilding or alterations (all of which temporary repairs,
protection of property and permanent restoration, repairs, replacements,
rebuilding or alterations are hereinafter collectively referred to as the
"restoration"), and shall be paid out from time to time as such restoration
progresses upon the written request of Sub-subtenant which shall be accompanied
by the following:

          (1) A certificate signed by Sub-subtenant, dated not more than thirty
     days prior to such request, setting forth the following:

               (A) That the sum then requested either has been paid by
          Sub-subtenant, or is justly due to contractors, subcontractors,
          materialmen, engineers, architects or other persons who have rendered
          services or furnished materials for the restoration therein specified,
          the names and addresses of such persons, a brief description of such
          services and materials, the several amounts so paid or due to each of
          said persons in respect thereof, that no part of such expenditures has
          been or is being made the basis, in any previous or then pending
          request, for the withdrawal of insurance money or has been made out of
          the proceeds of insurance received by Sub-subtenant, and that the sum
          then requested does not exceed the value of the services and materials
          described in the certificate.

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                                       46

               (B) That, except for the amount, if any, stated (pursuant to the
          foregoing subclause (1) (A)) in such certificate to be due for
          services or materials, there is no outstanding indebtedness known to
          the persons signing such certificate, after due inquiry, which is then
          due for labor, wages, materials, supplies or services in connection
          with such restoration.

               (C) That the cost, as estimated by the persons signing such
          certificate, of the restoration required to be done subsequent to the
          date of such certificate in order to complete the same, does not
          exceed the insurance money, plus any amount deposited by Sub-subtenant
          to defray such cost and remaining in the hands of Sub-sublandlord or
          such insurance trustee after payment of the sum requested in such
          certificate.

          (2) A title company or official search, or other evidence satisfactory
     to Sub-sublandlord or the insurance trustee, showing that there have not
     been filed with respect to the Demised Premises, any vendor's,
     contractor's, mechanic's, laborer's or materialman's statutory or similar
     lien which has not been discharged of record, except such as will be
     discharged upon payment of the sum requested in such certificate.

          (3) An opinion of counsel (who may be counsel to Sub-subtenant)
     stating that the instruments which have been or are therewith delivered to
     Sub-sublandlord or to such insurance trustee conform to the requirements of
     the foregoing clauses (1) and (2) of this Section and that, upon the basis
     of such request, the insurance proceeds, the withdrawal of which is then
     requested, may be properly paid over under this Section.

The certificate required by clause (1) of this Section 15.02 shall be signed
also by the architect and/or engineer in charge of the restoration, who shall be
selected by Sub-subtenant and approved in writing by Landlord, Sublessor and
Sub-sublandlord (Sublessor having agreed with Sub-sublandlord

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                                       47

that its approval shall not be unreasonably withheld, Sub-sublandlord shall
request such approval by Sublessor and agrees that it shall not unreasonably
withhold Sub-sublandlord's approval thereof) and (in the case of proceeds of
insurance provided for in Section 5.01) by the Ground Lessor.

     Upon compliance with the foregoing provisions of this Section 15.02 and
with the requirements of the Ground Lease, Sub-sublandlord or such insurance
trustee shall, out of such insurance money, pay or cause to be paid to
Sub-subtenant or the persons named (pursuant to sub-clause (1) (A) of this
Section 15.02) in such certificate the respective amounts stated therein to have
been paid by Sub-subtenant or to be due to them, as the case may be.

     If the insurance money at the time available for the purpose, less the
actual cost, fees and expenses, if any, incurred in connection with the
adjustment of the loss shall be insufficient to pay the entire cost of such
restoration, Sub-subtenant shall pay the deficiency.

     Upon receipt by Sub-sublandlord or such insurance trusttee of satisfactory
evidence of the character required by clauses (1) and (2) of this Section 15.02
that the restoration has been completed and paid for in full and that there are
no liens of the character referred to therein or Events of Default hereunder,
any balance of the insurance money held by Sub-sublandlord or such insurance
trustee or to which Sub-sublandlord may be entitled pursuant to the Operating
Lease shall be paid to Sub-subtenant.

     SECTION 15.03. If, during the last five years of the last renewal term of
this lease, the Building shall be damaged or destroyed by fire or otherwise, and
as a result thereof Sub-sublandlord shall be entitled to terminate the Operating
Lease pursuant to Section 15.03 thereof,

               (a) nothing herein contained shall prohibit the Sub-sublandlord
          from exercising such right of termination,

               (b) Sub-subtenant shall have a corresponding right to terminate
          this lease; and

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                                       48

               (c) in case of any such termination of the Operating Lease by
          Sublessor or Sub-sublandlord, this lease shall terminate as of a date
          prior to the date of termination of the Operating Lease and
          Sub-sublandlord shall give Sub-subtenant at least fifteen days' prior
          written notice of the date of such termination.

     SECTION 15.04. Except as provided in Section 15.03 hereof, no destruction
of or damage to the Demised Premises or any part thereof by fire or any other
casualty shall terminate or permit Sub-subtenant to surrender this lease or
shall relieve Sub-subtenant from its liability to pay the full rent, additional
rent and other charges payable under this lease, except to the extent that the
same shall be paid by the application thereto of the proceeds of rent insurance
pursuant to Paragraph (d) of Section 5.02 hereof, or from any of its other
obligations under this lease, and Sub-subtenant waives any rights now or
hereafter conferred upon it by statute or otherwise to quit or surrender this
lease or the Demised Premises or any part thereof, or to any Suspension,
diminution, abatement or reduction of rent on account of any such destruction or
damage.

                                   ARTICLE 16

                                  CONDEMNATION

     SECTION 16.01. In the event that the Demised Premises, or any part thereof,
shall be taken in condemnation proceedings or by exercise of any right of
eminent domain, subject to the provisions of the Operating Lease,
Sub-sublandlord shall be entitled to collect from any condemnor the entire
portion of the award made with respect to the leasehold estate created by the
Operating Lease and for consequential damages to the Demised Premises to which
Sub-sublandlord is entitled as Sublessee under the Operating Lease, without
deduction therefrom for any estate hereby vested in or owned by Sub-subtenant,
subject to Sub-subtenant's rights as set forth in this

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                                       49

Article 16. Sub-subtenant agrees to execute, to cause to be executed, any and
all further documents that may be required in order to facilitate collection by
Sub-sublandlord of such portion of any and all such awards. Sub-subtenant, in
cooperation with Sub-sublandlord, shall have the right to participate in any
condemnation proceedings for the purpose of protecting Sub-subtenant's interest
hereunder. For purposes of this Article, any such taking which shall result in a
termination of the Operating Lease (whether by action of Sub-sublandlord, by
operation of law or otherwise) is referred to as a "Total Taking"; any such
taking which shall not result in a termination of the Operating Lease is
referred to as a "Partial Taking"; and the portion of any such award to which
Sub-sublandlord is entitled under the provisions of the Operating Lease in the
event of a Total Taking, after deducting the expenses mentioned in Section 16.08
hereof, less any part of such expenses recouped by Sub-sublandlord under the
Operating Lease, is referred to as the "Net Award."

     SECTION 16.02. In case of a Total Taking, this lease shall terminate and
expire on the date of termination of the Operating Lease and the rent, Basic
Rent and Net Rent shall be apportioned and paid to such date. In such event,
Sub-subtenant shall not be entitled to receive any apportionment of Impositions
theretofore paid or payable by Sub-subtenant, except to the extent that such
apportionment or refund is granted by the condemnor acquiring the Demised
Premises and except for any refund to which Sub-sublandlord may be entitled
under Section 2.03 hereof.

     SECTION 16.03. In the event of a Total Taking, the Net Award received by
Sub-sublandlord shall be divided between Sub-sublandlord and Sub-subtenant as
follows:

               (a) Sub-sublandlord shall first receive $4,500,000 or so much
          thereof as is available out of the proceeds of the Net Award.

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                                       50

               (b) The balance, if any, of the Net Award shall be paid to
          Sub-subtenant.

     SECTION 16.04. In case of a Partial Taking, Sub-subtenant, at its expense,
shall restore the Building to substantially its former condition, to the extent
the same is feasible, in accordance with the provisions of Article 9 hereof. The
cost of demolition, repair and restoration shall be paid for out of the Net
Award (as same is defined in the Mesne Lease) pursuant to the provisions of
Section 16.04 of the Mesne Lease to the extent that said Net Award shall be
available therefor. In the event that the costs of such demolition, repair and
restoration shall exceed said Net Award, Sub-subtenant shall pay the deficiency.

     SECTION 16.05. In case of a Partial Taking:

               (a) This lease shall continue and Sub-subtenant shall continue to
          pay or deposit rent, Basic Rent, Overage Rent, Net Rent, Ground Rent,
          and all other additional rent and other charges as herein provided.

               (b) In the event that Sub-sublandlord shall receive from
          Sublessor a refund of any Net Rent, Basic Rent or Overage Rent
          deposited or paid by Sub-subtenant pursuant to this lease,
          Sub-sublandlord shall promptly refund same to Sub-subtenant.

               (c) Sub-subtenant shall not be entitled to receive any portion of
          any award made as a result of such Partial Taking, except to the
          extent that such award shall be made available pursuant to
          Section 16.04 hereof.

     SECTION 16.06. Sub-subtenant shall not be entitled to share in any award or
awards made in condemnation proceedings for the taking of any appurtenances to
the Demised Premises, vaults, areas or projections outside of the boundaries of
the Demised Premises, or rights in, under or above the streets adjoining said
lands, or the rights and benefits of light, air, or access to said streets, or
for the

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                                       51

taking of space, or rights, therein, below the surface of, or above, the Demised
Premises. The cost of such demolition, repair and restoration of the Building as
shall be necessitated by such taking shall be paid for out of any award or
compensation received by Landlord for any such taking in accordance with Section
16.06 of the Mesne Lease.

     SECTION 16.07. If the temporary use of the whole or any part of the Demised
Premises shall be taken by any lawful power or authority, by the exercise of the
right of condemnation or eminent domain, or by agreement between Sub-subtenant
and those authorized to exercise such right, Sub-subtenant shall give prompt
notice thereof to Sub-sublandlord, the term of this lease shall not be reduced
or affected in any way, Sub-subtenant shall continue to pay in full the rent,
additional rent and other charges herein reserved, without reduction or
abatement, and Sub-subtenant shall be entitled to receive for itself any award
or payment made for such use, provided, however, that

               (a) if the taking is for a period not extending beyond the
          initial term or the then current term of this lease and if such award
          or payment is made in a lump sum, the same shall be paid to and held
          by Sub-sublandlord as a fund which Sub-sublandlord shall pay over and
          apply as follows; Sub-sublandlord shall pay over to Landlord the sums
          due to Landlord pursuant to Section 16.07 of the Mesne Lease and due
          to Sublessor pursuant to Section 16.07 of the Operating Lease and the
          balance of such award shall be held by Sub-sublandlord and applied
          from time to time to the payments due to Sub-sublandlord from
          Sub-subtenant under the terms of this lease, except that, if such
          taking results in changes or alterations in the Building which would
          necessitate an expenditure to restore the Building to its former
          condition, then a portion of such award or payment considered by
          Sub-sublandlord as appropriate to cover the expenses of such
          restoration may be retained by Sub-sublandlord,

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                                       52

          without application as aforesaid, and applied and paid over toward the
          restoration of the Building to its former condition, substantially in
          the same manner and subject to the same conditions as those provided
          in Section 15.02 hereof with respect to insurance and other moneys, or

               (b) if the taking is for a period extending beyond the initial
          term or the then current term of this lease, such award or payment
          shall be apportioned between Sub-sublandlord and Sub-subtenant as of
          the stated expiration date of such term; Sub-subtenant's share thereof
          shall, if paid in a lump sum, be paid to Sub-Sublandlord and applied
          in accordance with the provisions of paragraph (a) of this
          Section 16.07 and, in case the then current term of this lease shall
          be extended pursuant to Article 20 hereof beyond such then current
          term. Sub-subtenant shall from time to time, from and after the
          commencement of such extended term, apply the sums received by it upon
          such apportionment to the payments thereafter due to Sub-sublandlord
          from Sub-subtenant under the terms of this lease; provided, however,
          that the amount of any award or payment allowed or retained for
          restoration of the Building, shall remain the property of
          Sub-sublandlord if the lease shall expire prior to the restoration of
          the Building to its former condition.

Sub-subtenant shall also pay all fees, costs and expenses of every character of
the Sub-sublandlord in connection with the eventualities provided for in this
Section. Sub-subtenant shall be entitled at the close of each year after any
such taking to receive any surplus remaining of said award or awards, after
making provision for all payments required pursuant to paragraphs (a) and (b) of
this Section 16.07.

     SECTION 16.08. In the case of any taking covered by the provisions of this
Article 16, except as in Section 16.07

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                                       53

provided, Sub-sublandlord and Sub-subtenant shall be entitled to reimbursement
from any award or awards of all reasonable costs, fees and expenses incurred in
the determination and collection of any such awards.

     SECTION 16.09. If the Ground Lessor shall take and use, or permit to be
used, any portion of the Demised Premises pursuant to the Ground Lease, Landlord
shall be entitled to receive and retain any lump sum payment made by the Ground
Lessor pursuant to the Ground Lease on account of the rental value of such
portion so taken.

     SECTION 16.10. Upon request of Sub-subtenant, Sub-sublandlord will
request Sublessor to make the election referred to in Section 16.10 of the Mesne
Lease in accordance with the provisions of Section 16.10 of the Operating Lease.

                                   ARTICLE 17

                                   VAULT SPACE

     SECTION 17.01. Vaults and areas, if any, now or hereafter built extending
beyond the building line of the Demised Premises are not included within the
Demised Premises, but Sub-subtenant may occupy and use the same during the term
of this lease, subject to the Ground Lease, to the Mesne Lease, to the Operating
Lease and to such laws, permits, rules and regulations as may be imposed by
appropriate governmental authorities with respect thereto.

     SECTION 17.02 No revocation on the part of any governmental department or
authority of any license or permit to maintain and use any such vault shall in
any way affect this lease or the amount of the rent or any other charge payable
by Sub-subtenant hereunder. If any such license or permit shall be revoked,
Sub-subtenant will, at its sole cost and expense, do and perform all such work
as may be necessary to comply with any order revoking the same.

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                                       54

                                   ARTICLE 18

               MORTGAGES, ASSIGNMENTS, SUBLEASES AND TRANSFERS OF
                            SUB-SUBTENANT'S INTERESTS

     SECTION 18.01 (a) Neither this lease nor any interest of Sub-subtenant in
this lease or in any sublease, or in any subrents shall be sold, assigned,
transferred or otherwise disposed of whether by operation of law or otherwise,
nor shall the Demised Premises be sublet as an entirety or substantially as an
entirety; nor

               (b) shall any of the issued and outstanding capital stock of any
          corporation or corporations owning this lease as Sub-subtenant be
          sold, assigned, transferred or otherwise disposed of, if such sale,
          assignment, transfer or other disposition will result in vesting the
          control of such corporation or corporations in a person (or persons)
          who was not a stockholder of such corporation or corporations at the
          time such corporation or corporations become the owner of this lease
          pursuant to the terms hereof; nor

               (c) shall the interest or interests of any partner in any
          partnership at any time owning this lease as Sub-subtenant be sold,
          assigned, transferred or otherwise disposed of, if such sale,
          assignment, transfer or other disposition will result in vesting the
          control of such partnership in persons who were not partners at the
          time that this partnership became the owner of this lease pursuant to
          the terms hereof;

without (i) such prior written consent of Landlord as may be required under
Article 18 of the Mesne Lease (ii) such prior written consent of Sublessor as
may be required under Article 18 of the Sublease, and (iii) the prior written
consent of Sub-sublandlord, which consent Sub-sublandlord hereby agrees it will
not unreasonably withhold, and

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                                       55

(iv) full compliance by Sub-subtenant with all of the terms and conditions of
said Article 18 of the Mesne Lease and said Article 18 of the Sublease. It is
understood that the sales, assignments, transfers and other dispositions
restricted by this Article 18 include, INTER ALIA, dispositions for security
purposes whether by way of mortgage, pledge, hypothecation or otherwise.
Sub-sublandlord hereby agrees subject to the provisions of the Mesne Lease and
the Operating Lease that so long as no Event of Default exists hereunder the
interest of the Sub-subtenant may be assigned from time to time without
Sub-sublandlord's consent to a corporation qualified to do business in the
State of New York, which is controlled by Harry B. Helmsley or in the case of
his death or incompetency, by his legal representatives.

     No assignment shall be effective until there shall have been delivered to
Sub-sublandlord a duplicate original of the assignment in recordable form,
executed by the assignor and the proposed assignee containing an agreement
whereby such assignee assumes due performance of the obligations on the
assignor's part to be performed under this lease from the date of such
assignment to the end of the term hereof. Upon the assignor having delivered to
Sub-sublandlord said assignment and agreement, all liabilities and obligations
on the part of the assignor accruing after such assignment shall terminate,
provided that upon the effective date of such assignment and thereafter all
liabilities and obligations shall be binding only upon the assignee, but nothing
herein contained shall be construed to release the assignor from any liability
or obligation which accrued prior to the effective date of such assignment. In
the event this lease shall be assigned to a partnership, or to more than one
corporation, all said corporations and all general partners in such partnership
shall assume the obligations of this lease jointly and severally; but upon any
subsequent assignment of this lease by such partnership the liabilities and
obligations of the partners in such partnership subsequent to such assignment
shall similarly be terminated.

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                                       56

     For the purpose of this Section 18.01, "control" of any corporation shall
be deemed to be vested in the person or persons owning more than 96% of the
voting power for the election of the members of the Board of Directors of such
corporation; and "control" of a partnership shall be deemed to be vested in the
person or persons owning more than 96% in the total interest of the partnership.

     Any assignment of this lease, or of the interest of Sub-subtenant
hereunder, or transfer of stock or of any interest of any corporation or
partnership as aforesaid, without full compliance with any and all requirements
set forth in this lease shall be invalid and of no effect against
Sub-sublandlord. In no event shall Sub-subtenant be entitled to make a lease of
all or substantially all of the Demised Premises.

     SECTION 18.02. Subject to the requirements of the Mesne Lease with respect
to consent of Landlord, Sub-subtenant shall have the right to mortgage this
lease, to execute and deliver to a trustee a deed of trust of this lease
securing bonds or notes issued by Sub-subtenant, and to assign, pledge or
hypothecate this lease as security for any such mortgage or deed of trust; (a)
to a college or university; or (b) to pension fund or employees' profit-sharing
trust subject to regulation by the State of New York or any agent thereof; or
(c) to a savings bank, bank, trust or insurance company or any other monetary or
lending institution, authorized to make leasehold mortgage loans in the State of
New York, organized and existing under the laws of the United States, or any
state thereof and authorized to do business in the State of New York and under
the supervision of the Comptroller of the Currency of the United States, or of
either the Insurance or Banking Departments of the State of New York, Any one of
the foregoing permitted mortgagees is hereinafter referred to as an Institution.
Sub-subtenant covenants that the net proceeds of any aforementioned Leasehold
Mortgage made prior to December 1, 1973, will be used to make improvements and
betterments in and to the Building. In

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                                       57

connection with an assignment of this lease as in Section 18.01 of this Article
18 provided, Harry B. Helmsley, Sub-subtenant named herein may take back a
purchase money Leasehold Mortgage as part of the consideration for such
assignment but the said Harry B. Helmsley (or in the event of his death or
insanity, his legal representatives) agrees not to sell, assign, pledge or
otherwise transfer said Leasehold Mortgage prior to May 28, 1976. Except as
herein specifically permitted Sub-subtenant shall not without obtaining the
prior written consent of Landlord and Sub-sublandlord, mortgage or pledge the
interest of Sub-subtenant in and to this lease or in and to the Demised
Premises, whether by operation of law or otherwise.

     No Leasehold Mortgage shall be binding upon Sub-sublandlord in the
enforcement of its rights and remedies herein and by law provided, unless and
until executed counterparts thereof shall have been delivered to
Sub-sublandlord, Sublessor and to Landlord, notwithstanding any other form of
notice actual or constructive. Any Leasehold Mortgage shall be specifically
subject and subordinate to the rights of Sub-sublandlord hereunder and of
Landlord under the Mesne Lease and of Sublessor under the Operating Lease,
including specifically, but without limitation, the rights of Sub-sublandlord
under Section 18.10 hereof, the rights of Sublessor under Section 18.10 of the
Operating Lease and the rights of Landlord under Section 18.10 of the Mesne
Lease. Any mortgage on this lease or the interest of Sub-subtenant hereunder
without full compliance with any and all requirements hereunder shall be
invalid and of no effect against Sub-sublandlord, Sublessor and Landlord. The
consent by Landlord to a Leasehold Mortgage, as hereinabove provided, may be
conditioned at the option of Landlord, upon the inclusion of a clause in the
Leasehold Mortgage substantially to the effect that: (i) the Leasehold Mortgagee
prior to the institution of any proceedings to foreclose any mortgage or
negotiations to accept an assignment in lieu of a foreclosure, shall notify
Landlord in writing to that effect, and (ii) Landlord shall have the right
within 20 days after

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the giving of such notice to purchase the mortgage and the indebtedness which it
secures, at a purchase price equal to the full amount then owing to the
Leasehold Mortgage under said Mortgage and the indebtedness which it secures,
including interest accrued and unpaid and statutory costs and allowances in the
event any foreclosure proceedings shall have commenced. No more than one
Leasehold Mortgage on this lease may exist at any one time.

     SECTION 18.03. Any consent by Landlord and by Sublessor and Sub-sublandlord
to a sale, assignment, mortgage, pledge, hypothecation, transfer of stock, or
transfer of this lease, shall apply only to the specific transaction thereby
authorized and shall not release Sub-subtenant from the requirement of obtaining
the prior written consent of Landlord, Sublessor and Sub-sublandlord to any
further sale, assignment, mortgage, pledge, hypothecation, transfer of stock as
aforementioned or other transfer of this lease. In instances where the consent
of Landlord, Sublessor and Sub-sublandlord to any such transaction may not be
unreasonably withheld, then, contemporaneously with the request of Sub-subtenant
for such consent, Sub-subtenant shall submit, in writing, information sufficient
to enable Landlord, Sublessor and Sub-sublandlord to decide with respect
thereto.

     SECTION 18.04. If a Leasehold Mortgagee shall have given to Sub-sublandlord
before any default shall have occurred under this lease, a written notice,
specifying the name and address of such mortgagee, Sub-sublandlord shall give to
such Leasehold Mortgagee a copy of each notice of default by Sub-subtenant at
the same time as and whenever any such notice of default shall thereafter be
given by Sub-sublandlord to Sub-subtenant, addressed to such Leasehold Mortgagee
at the address last furnished to Sub-sublandlord. No such notice by
Sub-sublandlord shall be deemed to have been given unless and until a copy
thereof shall have been so given to such Leasehold Mortgagee.

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                                       59

Sub-sublandlord will accept performance by any such Leasehold Mortgagee of any
covenant, condition, or agreement on Sub-subtenant's part to be performed
hereunder with the same force and effect as though performed by Sub-subtenant,
if the same shall be adequate for purposes of compliance with the Operating
Lease, the Mesne Lease and the Ground Lease and if, at the time of such
performance, Sub-sublandlord shall be furnished with evidence reasonably
satisfactory to Sub-sublandlord of the interest in the lease claimed by the
person tendering such performance.

     SECTION 18.05. In case of termination of this lease by reason of the
happening of any Event of Default, Sub-sublandlord shall give notice thereof to
any Leasehold Mortgagee who shall have notified Sub-sublandlord of its name and
address pursuant to Section 18.04, which notice shall be addressed to such
Leasehold Mortgagee at the address last furnished to Sub-sublandlord as above
provided. Sub-sublandlord shall, on written request of such Leasehold
Mortgagee made any time within 30 days after the mailing of such notice, execute
and deliver a new lease of the Demised Premises to such Leasehold Mortgagee, or
its designee or nominee, for the remainder of the term of this lease, at the
basic rent and all additional rent and upon the covenants, conditions,
limitations and agreements herein contained, including the covenants with
respect to renewals, provided such Leasehold Mortgagee, shall have paid to
Sub-sublandlord all rent, additional rent and other charges due under this lease
up to and including the date of the commencement of the term of such new lease,
together with all expenses incurred by Sub-sublandlord, including reasonable
attorney's fees, but nothing herein contained shall be deemed to impose any
obligation on the part of the Sub-sublandlord to deliver physical possession of
the Demised Premises to such Leasehold Mortgagee. Any such designee or nominee
of a Leasehold Mortgagee shall be a corporation qualified to do business in the
State of New York.

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                                       60

     SECTION 18.06. No Leasehold Mortgagee shall be entitled to become the owner
of this lease by foreclosure, or by assignment in lieu of foreclosure unless
such Leasehold Mortgagee, or its designee or nominee shall first have delivered
to Sub-sublandlord an assumption agreement executed in recordable form, wherein
and whereby such Leasehold Mortgagee, or a corporate designee or nominee of such
Leasehold Mortgagee assumes the performance of all the terms, covenants and
conditions of this lease.

     SECTION 18.07. Nothing herein contained shall prevent Sub-subtenant from
subletting portions (constituting less than all or substantially all) of the
Demised Premises, provided that each such sublease shall be subject and
subordinate to this lease and the rights of Sub-sublandlord hereunder, to the
Operating Lease and the rights of Sublessor thereunder, and to the Mesne Lease
and the rights of Landlord thereunder. This lease is and shall be subject and
subordinate to the Operating Lease and the rights of Sublessor thereunder and to
the Mesne Lease and the rights of Landlord thereunder. Subject to the provisions
of Section 18.13 of the Mesne Lease and Section 18.15 of the Operating Lease,
this lease shall be terminable at the election of Landlord upon the termination
of the Mesne Lease or, at Sublessor's election, upon the termination of the
Operating Lease.

     SECTION 18.08. Sub-subtenant shall furnish Landlord and Sub-sublandlord
with fully executed or photo-copies of all subleases of space in the Demised
Premises and with such information with respect thereto as Landlord and
Sub-sublandlord may require and Sub-subtenant shall deliver to Sub-sublandlord,
Sublessor and Landlord, in duplicate, within eighty-five days after the end of
each fiscal year of Sub-subtenant, a statement of income and expenses for such
fiscal year with respect to the operation of the Demised Premises, and a
schedule showing all subleases, the subrents payable thereunder, the duration of
the respective terms thereof and any renewal or cancellation

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                                       61

privileges contained therein, which statement shall be certified by an
independent firm of public accountants of recognized national standing. Such
statement shall be accompanied by a statement of the names and addresses of all
stockholders in any corporation or partners in any partnership holding this
lease, showing the number of shares of stock owned by each stockholder of such
corporation, or the respective interest of each such partner in the partnership,
as the case may be; provided, however, that if at any time during the term of
this lease any corporation holding this lease is a savings bank, bank, trust or
insurance company, or other monetary or lending institution authorized to do
business in the State of New York, organized and existing under the laws of the
United States or any State thereof and under the supervision of the Comptroller
of the Currency of the United States or of either the Insurance or Banking
Departments of the State of New York, or if the stock of any corporation holding
this lease is listed on any authorized Stock Exchange, then a list of
stockholders shall not be required. If more than one corporation holds this
lease such statement shall be made by an officer of each such corporation.

     SECTION 18.09. Sub-subtenant shall perform and observe each and every term
and condition to be performed or observed by Sub-sublandlord under all existing
and future subleases and shall and does hereby indemnify and agree to hold
Sub-sublandlord harmless from any and all liabilities, claims and causes of
action arising thereunder. All subtenants' security deposits held by
Sub-subtenant at the commencement of the term of this lease or hereafter
deposited with Sub-subtenant shall be deposited by Sub-subtenant in a special
account in a bank or trust company selected by Sub-subtenant and shall
constitute trust funds in the hands of Sub-subtenant.

     SECTION 18.10. Effective as of the date of the happening of an Event of
Default, Sub-subtenant hereby assigns to Sub-sublandlord, subject to the
provisions of Section 18.10

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                                       62

of the Operating Lease and of Section l8.10 of the Mesne Lease, all of its
right, title and interest in and to all existing and future subleases and all
rents due and to become due thereunder. After the effective date of such
assignment, Sub-sublandlord shall apply any net amount collected by it from
subtenants pursuant to such assignment to any rent, additional rent and other
charges due or to become due under this lease for such periods and in such order
as Sub-sublandlord may elect. No collection of subrent by Sub-sublandlord from a
subtenant shall constitute a waiver of any of the provisions of this Article 18,
or an acceptance of the subtenant as a tenant or a release of Sub-subtenant from
performance by Sub-subtenant of its obligations under this lease.

     Sub-subtenant shall not, without Sub-sublandlord's prior written consent,
directly or indirectly collect or accept any payment of subrent under any
sublease in advance of the date when the same shall become due under the terms
of such sublease, and such subrent, in the case of any future sublease, or
amendment of an existing sublease, shall be payable at least every three months;
provided, however, that any sublease of a store may require the subtenant
thereunder to make a rent security deposit in an amount not exceeding ten per
cent of the aggregate subrent reserved for the term of such sublease. In the
event of the failure of any subtenant to pay subrent to Landlord pursuant to the
assignment provided for in said Section 18.10 of the Mesne Lease after the
happening of an Event of Default thereunder or to pay such subrent to Sublessor
pursuant to the assignment provided for in said Section 18.10 of the Operating
Lease after the happening of an Event of Default thereunder or to pay such
subrent to Sub-sublandlord pursuant to the foregoing assignment after the
happening of an Event of Default hereunder, any such rent thereafter collected
by Sub-subtenant shall be deemed to constitute a trust fund for the benefit of
Landlord, Sublessor or Sub-sublandlord, whichever's assignment shall first
become effective.

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     SECTION 18.11. Sub-subtenant assumes and shall be responsible for and
liable to Sub-sublandlord for all acts and omissions on the part of any present
or future subtenant, and any violation of any of the terms, provisions or
conditions of this lease, whether by act or omission, by any subtenant shall
constitute a violation by Sub-subtenant.

     SECTION 18.12. Sub-subtenant shall not modify any major sublease so as to
reduce the rent, shorten the term, or otherwise adversely affect to any material
extent the rights of the lessor thereunder or the rights, if any, of
Sub-sublandlord or permit cancellation or accept the surrender of any such
sublease, without the prior written consent of Sub-sublandlord, Sublessor and
Landlord in each instance (which consent of Sub-sublandlord shall not be
unreasonably withheld); provided, however, that, in the case of any major
sublease covering one or more full floors in the Building and any additional
diversified smaller portions of space in the Building, such sublease may be
modified in order to substitute new space in the Building for some or all of the
diversified smaller space previously covered by such sublease if (a) the terms
thereof, as so modified, shall not be otherwise modified, except that provision
may be made for an increase in the annual rental and for the redecoration of
the new space in accordance with the standards then in effect for redecorating
space in the Building demised to other subtenants, and (b) no major sublease to
any other subtenant shall be cancelled or modified in connection with such
transaction. Sub-subtenant further agrees not to cancel more than two subleases
providing for a fixed subrent of $10,000 or more per annum each and having a
remaining term of more than six months in any one twelve month period. In
addition to being subject and subordinate to the terms of this lease, as
required by the provisions of Section 18.07 hereof, each major sublease made
after the date of this lease shall contain a specific provision to the effect
that such sublease may not be modified or amended so as to reduce the subrent
or shorten the

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                                       64

term, or otherwise adversely affect to any material extent the rights of the
lessor or the rights, if any, of Sub-sublandlord thereunder, or be cancelled or
surrendered without the prior written consent, in each instance of Landlord,
Sublessor and Sub-sublandlord (which consent of Sub-sublandlord will not be
unreasonably withheld). Sublessor has agreed with Sub-sublandlord that its
consent to any such modification, amendment, cancellation or surrender of a
major lease will not be unreasonably withheld and a Sub-sublandlord agrees, on
request of Sub-subtenant, to request such consent of Sublessor.

     Each future sublease shall also contain an agreement on the part of the
subtenant to the effect that such sublease shall not terminate or be terminable
by the subtenant thereunder by reason of any termination of this lease, of the
Operating Lease or of the Mesne Lease or of any other lease of all or
substantially all of the Demised Premises, except that in case of the
institution of any summary or other proceeding by Landlord, any sublease made
after the date of this lease may be terminated if the subtenant thereunder is
named by Landlord as a party, and served with process, in any such proceeding
for possession of the Demised Premises or the space occupied by such subtenant,
and a warrant or judgment for possession of such space is issued in such
proceeding. Each future sublease shall contain an agreement on the part of the
subtenant to the effect that Sub-sublandlord, Sublessor and Landlord shall be
given notice of, and a reasonable opportunity to cure, any default on the part
of the lessor under such sublease.

     SECTION 18.13. Sub-sublandlord agrees that if it shall execute and deliver
a mortgage or deed of trust of the Operating Lease as referred to in Section
18.02 thereof, it shall require the holder of each such mortgage or the trustee
under each such deed of trust to covenant and agree in the mortgage or deed of
trust that if such holder or trustee or the designee of either shall obtain a
new

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                                       65

lease as provided in Section 18.05 of the Operating Lease or in Section 18.13 of
the Mesne Lease or shall renew the Mesne Lease and become tenant thereunder as
provided in Section 20.05 of the Mesne Lease, or shall renew the Operating Lease
and become Sublessee thereunder as provided in Section 20.02 thereof, then,
subject to the provisions of Section 18.07 of the Mesne Lease and provided that
no Event of Default under this lease shall be in existence at the time of the
termination of the Operating Lease and/or at the time when such new lease or
renewal lease, as the case may be, is obtained by such holder, such holder,
trustee or designee shall, simultaneously with the execution and delivery of
such new lease or of an assumption agreement in connection with such renewal, as
the case may be, enter into a new lease with Sub-subtenant, without cost or
expense to such holder, trustee or designee, for the remainder of the term of
this lease or for the corresponding renewal term of this lease, as the case may
be, and at the rent and all additional rent and upon the covenants, conditions,
limitations and agreements contained herein including the covenants in respect
to renewals.

     SECTION 18.14. If Sub-sublandlord shall obtain a new lease, as provided in
Paragraph Eleventh of the Ground Lease or in Section 18.13 of the Mesne Lease or
as shall be provided in a mortgage or deed of trust of the Ground Lease, as
required by Section 18.14 of the Mesne Lease, or as shall be provided in a
mortgage or deed of trust of the Mesne Lease, as required by Section 18.13 of
the Operating Lease, or if Sub-sublandlord shall renew the Ground Lease and
become the Ground Lessee as provided in Paragraph Twelfth thereof, or shall
renew the Mesne Lease and become the Tenant as provided in Section 20.05
thereof, then, subject to the provisions of Section 18.07 of the Mesne Lease,
and provided that no Event of Default under this lease shall be in existence at
the time of the termination of the Ground Lease or the Mesne Lease, as the case
may be, and/or at the time when such new lease or renewal

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                                       66

lease, is obtained by Sub-sublandlord, this lease shall continue in full force
and effect or may be renewed in accordance with its terms, as the case may be,
and if Sub-subtenant shall so request, in confirmation thereof Sub-sublandlord
shall simultaneously with the execution and delivery of such new lease, or
assumption agreement in connection with such renewal, as the case may be, enter
into a new lease with Sub-subtenant without cost or expense to Sub-sublandlord,
for the remainder of the term of this lease, and at the net rent and all
additional rent and upon the covenants, conditions, limitations and agreements
contained herein, including the covenants with respect to renewals.

     In any of the foregoing cases where Sub-sublandlord shall be entitled to
request a new lease with respect to the Ground Lease or shall be entitled to
elect to renew the Ground Lease and shall not desire to do so, at least five
days before the expiration of the applicable period within which Sub-sublandlord
shall be required to request such new lease or to make such election to renew,
as the case may be, Sub-sublandlord shall give notice to Sub-subtenant to the
effect that Sub-sublandlord does not desire to make such request or election, as
the case may be, and if there shall then be no existing Event of Default under
this lease, Sub-subtenant shall be entitled to make such request or election, as
the case may be, on behalf of and in the name of Sub-sublandlord, and
Sub-sublandlord, if so requested, shall execute a written instrument confirming
the permission hereby granted and, effective as of the date of termination of
the Ground Lease or of the expiration of the then current term thereof,
whichever date shall be applicable, shall assign the Operating Lease to
Sub-subtenant which, pursuant to Section 18.01 thereof, shall assume due
performance of the obligations of the Sublessee's part to be performed to the
end of the term thereof; provided, however, that Sub-sublandlord shall have no
obligation or responsibility to obtain the consent of Landlord to such
assignment.

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                                       67

     SECTION 18.15. Notwithstanding the provisions of Article 10 and paragraphs
(f) and (h) of Section 9.01 hereof, but subject in other respects to the
provisions of Article 9 hereof and subject to compliance with all applicable
provisions of the Ground Lease, the Mesne Lease and the Operating Lease,
Sub-subtenant may, in connection with the installation of air-conditioning in
any office space in the Building (i) make a chattel mortgage or mortgages upon
any air-conditioning facilities required for the purpose, or assign or pledge a
portion of the subrent payable under any sublease of the space to be
air-conditioned, in either case in order to secure the repayment of a loan
obtained to finance not more than the cost of such air-conditioning installation
(including necessary related alterations and redecorating), or (ii) purchase the
necessary equipment for any such air-conditioning facilities under a conditional
sale contract or contracts; provided, however, that

     (1) Sub-subtenant shall first have submitted to Landlord (with copies to
Sublessor and Sub-sublandlord) a written proposal for the air-conditioning of
such space which proposal shall

               (a) include preliminary plans and outline specifications for, and
          an estimate of the cost of, the proposed installation,

               (b) be conditioned upon an increase in the Net Rent payable under
          the Mesne Lease by the amount necessary to amortize the cost of such
          installation and to yield 6% per annum on the unamortized balances of
          such cost over a period of not more than ten years, which period,
          however, shall not extend beyond the date of expiration of any
          sublease referred to in paragraph (c) below, and

               (c) be further conditioned upon an increase in the aggregate
          subrent payable under any and all subleases covering such space, by an
          amount at least sufficient to amortize the cost of such installation
          and to yield at

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                                       68

          least 6% per annum on the unamortized balances of such cost over the
          period referred to in paragraph (b) above; and

Landlord shall have failed or refused, within a period of twenty days after
receipt of such proposal, to offer to pay for the cost of the proposed
installation on the basis so proposed;

     (2) any such conditional sale contract or loan security document shall
contain provisions satisfactory to Sub-sublandlord, Sublessor and Landlord
providing that the conditional vendor or the lender, as the case may be, will
not exercise any rights or remedies after a default thereunder by the borrower
or conditional purchaser, as the case may be, unless such conditional vendor or
the lender shall have notified Sub-sublandlord, Sublessor and Landlord in
writing of such default and either Sub-sublandlord, Sublessor or Landlord shall
have failed to cure such default within a period of thirty days after receipt of
such notice;

     (3) the subrent payable under any and all subleases of the space to be
air-conditioned shall be increased by an amount (hereinafter called the
air-conditioning rent) which shall in the aggregate be at least sufficient to
cover all payments required to be made to the conditional vendor or lender when
and as due (all of which payments shall become due within a period not in excess
of ten years and not extending beyond the term of any such sublease);

     (4) the amount of air-conditioning rent for any given period which may be
assigned or pledged as security for any such loan shall not exceed the amount
required to pay the aggregate requirements for principal and interest payments
on said loan for the same period; and

     (5) no such loan shall be secured both by chattel mortgage and assignment
or pledge of air-conditioning rent.

     Unless Landlord shall pay for the cost of such air-conditioning
installation, no increase in respect thereof shall

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                                       69

be made in the Net Rent, provided, however, that any amounts expended by
Sub-sublandlord, Sublessor or Landlord to cure any default under any such loan
security document or conditional sale contract shall constitute additional rent
hereunder. Sub-subtenant will perform or cause to be performed all of the terms,
covenants and conditions required to be performed by the conditional purchaser
under each such conditional sale contract and by the borrower under each such
loan security document. If Sub-subtenant shall desire pursuant to this Section
to air-condition any space to be leased under a new sublease not in effect at
the time of the submission to Landlord of the proposal referred to in paragraph
(1) of this Section, the part of the subrent payable under such sublease and
properly attributable to the cost of the air-conditioning installation in such
space may be treated, for purposes of this Section, as a subrent increase for
air-conditioning purposes, provided, however, that the total subrent for such
space shall exceed the subrent payable under the last previous sublease of such
space by an amount at least equal to the air-conditioning rent.

     Landlord, Sublessor and Sub-sublandlord shall each be furnished with a copy
of any such conditional sale contract or loan security document.

                                   ARTICLE 19

                   CONDITIONAL LIMITATIONS--DEFAULT PROVISIONS

     SECTION 19.01. If any one or more of the following events (herein sometimes
called "Events of Default") shall happen:

               (a) If Sub-subtenant shall default in the payment of rent
          hereunder, or any part thereof, and such default shall continue for a
          period of five days after notice thereof from Sub-landlord to
          Sub-tenant, or

               (b) If Sub-subtenant shall default in the payment of Basic Rent,
          or any part thereof, and such default

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                                       70

          shall continue for a period of five days after notice thereof by
          Sub-sublandlord to Sub-subtenant, or

               (e) if Sub-subtenant shall default in the making of any deposit
          for Net Rent or Ground Rent, or any part thereof, and such default
          shall continue for a period of five days after notice thereof by
          Sub-sublandlord to Sub-subtenant, or

               (d) if Sub-subtenant shall default in the making of any tax
          deposit to be made pursuant to Section 3.02 of the Operating Lease or
          any part thereof, and such default shall continue for a period of five
          days after notice thereof by Sub-sublandlord to Sub-subtenant.

               (e) if Sub-subtenant shall default in the payment of any other
          item of additional rent or any other charge required to be paid
          hereunder, or any part of same, for five days after notice thereof by
          Sub-sublandlord to Sub-subtenant, or

               (f) if Sub-subtenant shall default in the performance of or
          compliance with any of the covenants, agreements, terms or provisions
          contained in this lease, other than those referred to in the foregoing
          paragraphs (a), (b), (c), (d) and (e) and such default shall continue
          for a period of twenty days after written notice thereof from
          Sub-sublandlord to Sub-subtenant, except that in connection with a
          default not susceptible of being cured with due diligence within
          twenty days, the time of Sub-subtenant within which to cure the same
          shall be extended for such time as may be necessary to cure the same
          with all due diligence, provided Sub-subtenant commences promptly and
          proceeds diligently to cure the same, and further provided that such
          period of time shall not be so extended as to subject Sub-sublandlord
          to any criminal liability or to the possible termination of the
          Operating Lease; or

               (g) if Sub-subtenant shall file a voluntary petition in
          bankruptcy or shall be adjudicated a bankrupt or insolvent, or shall
          file any petition or answer seeking

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                                       71

          any reorganization, arrangement, composition, readjustment,
          liquidation, dissolution or similar relief under the present or any
          future federal bankruptcy act or any other present or future
          applicable federal, state or other statute or law, or shall seek or
          consent to or acquiesce in the appointment of any trustee, receiver or
          liquidator of Sub-subtenant or of all or any substantial part of its
          properties of the Demised Premises or any interest of Sub-subtenant
          therein; or

               (h) if within sixty days after the commencement of any proceeding
          against Sub-subtenant seeking any reorganization, arrangement,
          composition, readjustment, liquidation, dissolution or similar relief
          under the present or any future federal bankruptcy act or any other
          present or future applicable federal, state or other statute or law,
          such proceeding shall not have been dismissed, or if, within sixty
          days after the appointment, without the consent or acquiescence of
          Sub-subtenant, of any trustee, receiver or liquidator of Sub-subtenant
          or of all or any properties or of the Demised Premises or any interest
          of Sub-subtenant therein, such appointment shall not have been vacated
          or stayed on appeal or otherwise, or if, within sixty days after the
          expiration of any such stay, such appointment shall not have been
          vacated; or

               (i) if the Demised Premises shall be abandoned by Sub-subtenant;

then and in any such event Sub-sublandlord at any time thereafter during the
continuance of any such Event of Default may give give written notice to
Sub-subtenant, specifying such Event or Events of Default and stating that this
lease and the term hereby demised shall expire and terminate on the date
specified in such notice, which shall be at least five days after the giving of
such notice; and upon the date specified in such notice, subject to the
provisions of Section 19.04 hereof, this lease and the term hereby demised and
all rights of Sub-subtenant under this lease shall expire and terminate.

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                                       72

     Nothing in the preceding paragraph shall be deemed to require
Sub-sublandlord to give the five day notice therein provided for prior to the
commencement of a summary proceeding for non-payment of rent or a plenary action
for the recovery of rent on account of any of the defaults specified in
paragraphs (a), (b), (c), (d) and (e), it being intended that such notice is
only for the purpose of creating a conditional limitation hereunder pursuant to
which this lease shall terminate and Sub-subtenant shall become a holdover
tenant.

     If, at any time during the term of this lease, this lease is owned by more
than one corporation as Sub-subtenant, the provisions of paragraphs (g) and (h)
hereof shall apply to each such corporation.

     If, by assignment or otherwise, the Sub-subtenant hereunder shall become
the Sublessee under the Operating Lease or under any new lease substituted for
the Operating Lease, this lease shall forthwith, IPSO FACTO, be cancelled and
terminated if Landlord requests such cancellation within sixty days after
receiving written notice that Sub-subtenant has become such a Sublessee.

     SECTION 19.02. Upon any expiration or termination of this lease, whether
pursuant to Section 19.01 hereof or by summary dispossess proceedings or
otherwise, Sub-subtenant shall quit and peacefully surrender the Demised
Premises to Sub-sublandlord, and upon or at any time after any such expiration
or termination, Sub-sublandlord may without further notice, enter upon and
re-enter the Demised Premises and possess and repossess itself thereof, by
force, summary proceedings, ejectment or otherwise, and may dispossess
Sub-subtenant and remove Sub-subtenant and all other persons and property from
the Demised Premises and may have, hold and enjoy the Demised Premises and the
right to receive all rental income of and from the same.

     SECTION 19.03. At any time or from time to time after any such expiration
or termination, Sub-sublandlord may

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relet the Demised Premises or any part thereof, in the name of Sub-sublandlord
or otherwise, for such term or terms (which may be greater or less than the
period which would otherwise have constituted the balance of the term of this
lease) and on such conditions (which may include concessions or free rent) as
Sub-sublandlord, in its uncontrolled discretion, may determine and may collect
and receive the rents therefor. Sub-sublandlord shall in no way be responsible
or liable for any failure to relet the Demised Premises or any part thereof, or
for any failure to collect any rent due upon any such reletting.

     SECTION 19.04. No such expiration or termination of this lease shall
relieve Sub-subtenant of its liability and obligations under this lease and such
liability and obligations shall survive any such expiration or termination. In
the event of any expiration or termination, whether or not the Demised Premises
or any part thereof shall have been relet, Sub-subtenant shall pay to
Sub-sublandlord the rent, the Basic Rent, Net Rent, Ground Rent and all other
additional rent and other charges required to be paid by Sub-subtenant up to the
time of such expiration or termination of this lease, and thereafter
Sub-subtenant, until the end of what would have been the term of this lease in
the absence of such expiration or termination, shall be liable to
Sub-sublandlord for, and shall pay to Sub-sublandlord, as and for liquidated and
agreed current damages for Sub-subtenant's default,

               (a) the equivalent of the amount of the rent, Basic Rent, Net
          Rent, Ground Rent, the average of the Overage Rent paid over the
          immediately preceding three years, and all other additional rent and
          other charges which would be payable under this lease by Sub-subtenant
          if this lease were still in effect, less

               (b) the net proceeds of any reletting effected pursuant to the
          provisions of Section 19.03 hereof, after deducting all
          Sub-sublandlord's expenses in connection

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          with such reletting, including, without limitation, all repossession
          costs, brokerage commissions, legal expenses, reasonable attorneys'
          fees, alteration costs, and expenses of preparation for such reletting
          and/or

               (c) the net proceeds of any subrents received by Sub-sublandlord
          from any subtenant.

Sub-subtenant shall pay such current damages (herein called "deficiency") to
Sub-sublandlord monthly on the days on which the rent would have been payable
under this lease if this lease were still in effect, and Sub-sublandlord shall
be entitled to recover from Sub-subtenant each monthly deficiency as the same
shall arise. At any time after any such expiration or termination, in lieu of
collecting any further monthly deficiencies as aforesaid, Sub-sublandlord shall
be entitled to recover from Sub-subtenant, and Sub-subtenant shall pay to
Sub-sublandlord, on demand, as and for liquidated and agreed final damages for
Sub-subtenant's default, an amount equal to the difference between the rent,
Basic Rent, Net Rent, Ground Rent, the average of the Overage Rent paid over the
immediately preceding three years, and all other additional rent reserved
hereunder for the unexpired portion of the term demised and the then fair and
reasonable rental value of the Demised Premises for the same period. In the
computation of such damages the difference between any installment of rent
becoming due hereunder after the date of termination and the fair and reasonable
rental value of the Demised Premises for the period for which such installment
was payable shall be discounted to the date of termination at the rate of four
per cent (4%) per annum. If the Demised Premises or any part thereof be re-let
by Sub-sublandlord for the unexpired term of said lease, or any part thereof,
before presentation of proof of such liquidated damages to any court, commission
or tribunal, the amount of rent reserved upon such re-letting shall prima facie
be the fair and reasonable rental value

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                                       75

for the part or the whole of the premises so re-let during the term of the
re-letting. Nothing herein contained shall limit or prejudice the right of
Sub-sublandlord to prove for and obtain as liquidated damages by reason of such
termination, an amount equal to the maximum allowed by any statute or rule of
law in effect at the time when, and governing the proceedings in which, such
damages are to be proved, whether or not such amount be greater, equal to, or
less than the amount of the difference referred to above.

     SECTION 19.05. Sub-subtenant hereby expressly waives, so far as permitted
by law, the service of any notice of intention to re-enter provided for in any
statute, and Sub-subtenant, for and on behalf of itself and all persons claiming
through or under Sub-subtenant (including but not limited to a leasehold
mortgagee or a creditor of Sub-subtenant), also waives any and all right of
redemption or re-entry or re-possession or to restore the operation of this
lease in case Sub-subtenant shall be dispossessed by a judgment or by warrant of
any court or judge or in case of re-entry or re-possession by Sub-sublandlord or
in case of any expiration or termination of this lease, subject to the right of
a Leasehold Mortgagee to obtain a new lease in strict accordance with the
provisions of Section 18.05 hereof. Sub-sublandlord and Sub-subtenant waive and
will waive trial by jury in any action, proceeding or counterclaim brought by
either of the parties hereto against the other on any matters whatsoever arising
out of or in any way connected with this lease, the relationship of
Sub-sublandlord and Sub-subtenant, Sub-subtenant's use or occupancy of said
premises, or any claim of injury or damage. The terms "enter", "re-enter",
"entry" or "re-entry", as used in this lease are not restricted to their
technical legal meaning.

     SECTION 19.06. No failure by Sub-sublandlord to insist upon the strict
performance of any covenant, agreement,

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                                       76

term or condition of this lease or to exercise any right or remedy consequent
upon a breach thereof, and no acceptance of full or partial rent during the
continuance of any such breach, shall constitute a waiver of any such breach or
of such covenant, agreement, term or condition. No covenant, agreement, term or
condition of this lease to be performed or complied with by Sub-subtenant, and
no breach thereof, shall be waived, altered or modified except by a written
instrument executed by Sub-sublandlord. No waiver of any breach shall affect or
alter this lease, but each and every covenant, agreement, term and condition of
this lease shall continue in full force and effect with respect to any other
then existing or subsequent breach thereof.

     SECTION 19.07. In the event of any breach or threatened breach by
Sub-subtenant of any of the covenants, agreements, terms or conditions contained
in this lease, Sub-sublandlord shall be entitled to enjoin such breach or
threatened breach and shall have the right to invoke any right and remedy
allowed at law or in equity or by statute, or otherwise as though re-entry,
summary proceedings, and other remedies were not provided for in this lease.

     SECTION 19.08. Each right and remedy of Sub-sublandlord provided for in
this lease shall be cumulative and shall be in addition to every other right or
remedy provided for in this lease or now or hereafter existing at law or in
equity or by statute or otherwise, and the exercise or beginning of the exercise
by Sub-sublandlord of any one or more of the rights or remedies provided for in
this lease or now or hereafter existing at law or in equity or by statute or
otherwise shall not preclude the simultaneous or later exercise by
Sub-sublandlord of any or all other rights or remedies provided for in this
lease or now or hereafter existing at law or in equity or by statute or
otherwise.

     SECTION 19.09. Interest at the rate of 6% per annum shall accrue upon any
rent and all additional rent payable

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                                       77

or to be deposited under this lease during any period while the payment or
deposit thereof by Sub-subtenant is delayed.

                                   ARTICLE 20

                               RENEWAL PRIVILEGES

     SECTION 20.01. Subject to the provisions of Sections 20.03 and 20.04
hereof, the term of this lease may, at the option of Sub-subtenant, by written
notice to Sub-sublandlord as herein provided, by renewed and extended as
follows:

              FIRST RENEWAL TERM--May 29,1976 to December 28, 1987

           SECOND RENEWAL TERM--December 29,1987 to December 28, 2008

            THIRD RENEWAL TERM--December 29,2008 to December 28, 2029

     Any such renewal option shall be exercised by written notice given by
Sub-subtenant to Sub-sublandlord at least 24 and not more than 30 months prior
to the commencement of the particular renewal term, and (subject to the
provisions of Section 20.03 hereof) if such notice shall have so been given and
this lease, the Operating Lease, the Mesne Lease and the Ground Lease shall be
in effect on the day next preceding the commencement of such renewal term this
lease shall thereupon be automatically renewed for such renewal term.

     Each renewal term shall be upon the same terms, covenants and conditions as
in this lease provided, except that there shall be no privilege to Sub-subtenant
of renewals of the terms of this lease beyond the Third Renewal Term referred to
above. Payment of all additional rent and other charges on the part of
Sub-subtenant to be made as in this lease provided shall continue to be made
during each of

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                                       78

such renewal terms. Any termination of this lease shall terminate any right of
renewal hereunder.

     SECTION 20.02. In the event that Sub-subtenant shall fail to exercise its
option to renew the term of this lease within the applicable period prescribed
in this Article 20 Sub-sublandlord shall give notice thereof to any Leasehold
Mortgagee entitled to notice under Section 18.04 hereof and any such Leasehold
Mortgagee may (subject to the provisions of Section 20.03 thereof), within 30
days after the giving of such notice, elect that this lease be renewed for the
relevant renewal term upon the terms, covenants and conditions and with the same
effect as though such option had been exercised by Sub-subtenant as in this
Article 20 provided, except that Sub-subtenant shall not be the lessee in the
renewal term and shall have no obligations thereunder and the Leasehold
Mortgagee shall deliver to Sub-sublandlord an assumption agreement, executed in
recordable form wherein and whereby such Leasehold Mortgagee or its designee
shall assume the performance of all the terms, covenants and conditions of this
lease as so renewed.

     SECTION 20.03. The attempted exercise by Sub-subtenant or a leasehold
mortgagee, as the case may be of any option to renew this lease shall not become
effective, nor shall any such renewal term be created if either

               (a) at the time when notice of the exercise of such option shall
          be given to Sub-sublandlord; or

               (b) on the day next preceding the purported commencement date of
          the renewal term; or

               (c) during the period of sixty days next preceding the last date
          on which Sub-sublandlord may notify the Sublessor of exercise of its
          corresponding privilege of renewing the Operating Lease,

an Event of Default hereunder shall have occurred, Sub-subtenant shall have been
notified thereof, and such Event

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                                       79

of Default shall not have been cured within the time or times permitted by this
lease.

     SECTION 20.04. Sub-sublandlord agrees that if it shall have received a
notice of renewal pursuant to this Article, it will at least ninety days before
the expiration of the period within which notice of renewal of the Operating
Lease may be effectively given, either

               (a) give notice to Sublessor of its election to exercise its
          corresponding renewal privilege under the Operating Lease, or

               (b) give notice to Sub-subtenant to the effect that
          Sub-sublandlord does not desire to renew this lease and the Operating
          Lease.

If Sub-sublandlord shall fail to give the notice to Sublessor referred to in
paragraph (a) of this Section, then and in such event (whether or not the notice
referred to in paragraph (b) of this Section shall have been given)
Sub-subtenant shall be entitled to exercise the rights of renewal provided for
in Article 20 of the Operating Lease on behalf and in the name of
Sub-sublandlord, and Sub-sublandlord, if so requested, shall execute a written
instrument confirming the permission hereby granted and effective as of the
expiration of the then current term shall assign the Operating Lease to
Sub-subtenant which, pursuant to Section 18.01 thereof, shall assume due
performance of the obligations on the Sublessee's part to be performed to the
end of the term thereof; provided, however, the Sub-sublandlord shall have no
obligation or responsibility to obtain the consent of Landlord to such
assignment.

     SECTION 20.05. If Sub-sublandlord shall acquire the interest of the Grand
Lessor and/or the Landlord and/or the Sublessor in and to the Demised Premises,
Sub-sublandlord, in addition to its rights and obligations hereunder,

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                                       80

shall have the same rights and obligations with respect thereto as the Ground
Lessor and/or the Landlord and/or the Sublessor (including without limitation
the right to collect the Ground Rent and/or the Net Rent and/or the Basic Rent
and Overage Rent) as though the Ground Lease and/or the Mesne Lease and/or the
Operating Lease was to continue in full force and effect for the duration of the
term of this lease, regardless of whether or not the Ground Lease and/or the
Mesne Lease and/or the Operating Lease shall have been terminated by
cancellation, merger, or otherwise after such acquisition. If Sub-subtenant
shall acquire fee title to the Demised Premises, the Ground Lessor's, the
Landlord's or the Sublessor's interest therein, this lease, the Ground Lease
and/or the Mesne Lease and/or the Operating Lease shall remain in full force and
effect without affecting the obligations of Sub-sublandlord or Sub-subtenant
hereunder.

                                   ARTICLE 21

                       INVALIDITY OF PARTICULAR PROVISIONS

     SECTION 21.01. If any term or provision of this lease or the application
thereof to any person or circumstance shall, to any extent, be invalid or
unenforceable, the remainder of this lease, or the application of such term or
provision to persons or circumstances other than those as to which it is held
invalid or unenforceable, shall not be affected thereby, and each term and
provision of this lease shall be valid and be enforced to the fullest extent
permitted by law.

                                   ARTICLE 22

                                     NOTICES

     SECTION 22.01. All notices, demands and requests required under this lease
shall be in writing. All such notices, demands and requests shall be deemed to
have

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                                       81

been properly given if served personally, or if sent by United States registered
mail, postage prepaid, addressed as hereinafter provided. All such notices,
demands and requests mailed to Sub-sublandlord shall be addressed to
Sub-sublandlord, c/o Kahr & Spitzer & Howard, at 405 Park Avenue, New York 22,
N. Y., or at such other address in the City and State of New York, as
Sub-sublandlord may from time to time designate by written notice to
Sub-subtenant. All such notices, demands and requests to Sub-subtenant shall be
addressed to Sub-subtenant, attention Harry B. Helmsley, 60 E. 42 Street, New
York 17, N. Y., or at such other address as Sub-subtenant may from time to time
designate by written notice to Sub-sublandlord.

     SECTION 22.02. Notices, demands and requests which shall be served by
registered mail upon Sub-sublandlord or Sub-subtenant in the manner aforesaid,
shall be deemed sufficiently served or given for all purposes hereunder at the
time such notice, demand or request shall be mailed by United States registered
mail as aforesaid in any Post Office or Branch Post Office regularly maintained
by the United States Government in the State of New York. Notices, demands and
requests to be served upon Sub-subtenant may be served by the attorney for
Sub-sublandlord in Sub-sublandlord's behalf.

                                   ARTICLE 23

                       CONDITION OF AND TITLE TO PROPERTY
                                 QUIET ENJOYMENT

     SECTION 23.01. Sub-subtenant represents and agrees that the Demised
Premises, the title thereto, the sidewalks and structures adjoining the same,
any subsurface conditions thereof, and the present uses and non-uses thereof,
have been examined by Sub-subtenant and that Sub-subtenant accepts the same in
the condition or state in which they or any of them now are, without
representation or

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                                       82

warranty, express or implied in fact or by law, by Sub-sublandlord and without
recourse to Sub-sublandlord, as to the title thereto, the nature, condition or
usability thereof or the use or uses to which the Demised Premises or any part
thereof may be put.

     SECTION 23.02. Sub-sublandlord covenants and agrees that Sub-subtenant,
upon paying the rent, Basic Rent, Overage Rent, Net Rent, Ground Rent and all
other and additional rent and other charges herein provided for and observing
and keeping all covenants, agreements and conditions of this lease on its part
to be kept, shall quietly have and enjoy the Demised Premises during the term of
this lease without hindrance or molestation by anyone claiming by, or through
Sub-sublandlord, subject, however, to the exceptions, reservations and
conditions of this lease.

     SECTION 23.03. In case Sub-sublandlord shall assign or otherwise dispose of
its interest in the Demised Premises, all liabilities and obligations on the
part of Sub-sublandlord under this lease accruing after such assignment or
disposal shall terminate upon such assignment or disposal, and thereupon all
such liabilities and obligations shall be binding upon the new owner of such
interest; provided, however, that any funds held by Sub-sublandlord hereunder in
which Sub-subtenant has an interest hereunder (except for such funds as shall
have been delivered to Landlord pursuant to the terms of the Mesne Lease, which
funds may continue to be held by Landlord) shall be turned over to the new owner
of such interest or, to the extent required by Sections 5.05 or 16.10 hereof, to
the trustee or trustees provided for in said Sections.

                                   ARTICLE 24

                             EXCAVATION AND SHORING

     SECTION 24.01. If any excavation shall be made or contemplated to be made
for building or other purposes upon

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                                       83

property or streets adjacent to or nearby the Demised Premises, Sub-subtenant
either.

               (a) shall afford to the person or persons causing or authorized
          to cause such excavation the right to enter upon the Demised Premises
          for the purpose of doing such work as such person or persons shall
          consider to be necessary to preserve any of the walls or structures of
          the Building from injury or damage and to support the same by proper
          foundations, or

               (b) shall, at Sub-subtenant's expense (without hereby waiving any
          claims against the aforesaid person or persons), do or cause to be
          done all such work as may be necessary to preserve any of the walls or
          structures of the Building from injury or damages and to support the
          same by proper foundations.

Sub-subtenant shall not, by reason of any such excavation or work, have any
claim against Sub-sublandlord for damages or indemnity or for suspension,
diminution, abatement or reduction of rent under this lease.

                                   ARTICLE 25

                                   ARBITRATION

     SECTION 25.01. In any case in which it is provided by the terms of this
lease that any matter shall be determined by arbitration (otherwise than
pursuant to the Ground Lease), such arbitration shall be conducted in accordance
with the rules then obtaining of the American Arbitration Association, and
judgment upon the award rendered may be entered in any Court having jurisdiction
thereof.

     SECTION 25.02. In the event that any dispute hereunder shall be submitted
to arbitration, and if the same subject matters shall also be in dispute between
Sublessor and Sub-sublandlord under the Operating Lease and shall have

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                                       84

been submitted to arbitration pursuant to the Operating Lease, the arbitration
between Sublessor and Sub-sublandlord and the arbitration between
Sub-sublandlord and Sub-subtenant shall be held simultaneously before the same
arbitrators, and any decision imposing an obligation or duty upon
Sub-sublandlord shall be construed as placing a similar obligation or duty upon
Sub-subtenant. In any such arbitration, Sub-sublandlord and Sub-subtenant will
cooperate in the selection of the arbitrator or of one of the arbitrators, if
there shall be more than one, and in the conduct of the proceeding.

                                   ARTICLE 26

                                  MISCELLANEOUS

     SECTION 26.01. At any time and from time to time, Sub-sublandlord, on at
least twenty days' prior written request by Sub-subtenant, and Sub-subtenant, on
at least twenty days' prior written request by Sub-sublandlord, will deliver to
the party making such request a statement in writing certifying that this lease
is unmodified and in full force and effect (or if there shall have been
modifications that the same is in full force and effect as modified and stating
the modifications) and the dates to which the rent and other charges have been
paid, whether there are any existing set-offs or defense to the rent and all
additional rent and other charges due to Sub-sublandlord under this lease, and
stating whether or not to the best knowledge of the party executing such
certificate the party requesting such statement is in default in performance of
any covenant, agreement or condition contained in this lease and, if so,
specifying each such default of which the executing party may have knowledge.

     SECTION 26.02. The captions of this lease and the table of contents
preceding this lease are for convenience and

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                                       85

reference only and in no way define, limit or describe the scope or intent of
this lease.

     SECTION 26.03. It is the intention of the parties hereto that the estate
acquired hereunder by Sub-subtenant shall not merge with or into any other
estate, whether lesser or greater, in the Demised Premises now held or hereafter
acquired by said Sub-subtenant or by any disclosed or undisclosed principal of
said Sub-subtenant.

     SECTION 26.04. In all cases where the consent or approval of Landlord or
Sublessor shall be required under this lease or the Mesne Lease or the Operating
Lease, Sub-subtenant shall, prior to performing the act or thing for which such
consent or approval is required, furnish Sub-sublandlord with proof reasonably
satisfactory to Sub-sublandlord that such consent or approval has been obtained,
and no consent or approval by Sub-sublandlord, if required in any case where the
consent or approval of Landlord or Sublessor is also required, shall be
effective unless and until such proof has been delivered to Sub-sublandlord.

     Wherever under the provisions of the Operating Lease Sub-sublandlord as the
Sublessee thereunder shall have any right, claim or cause of action against
Sublessor by reason of the failure of Sublessor to carry out any agreement,
covenant or undertaking therein made by Sublessor with Sublessee, Sub-subtenant
may on at least three days notice to Sub-sublandlord (or on less notice or
without notice in case of an emergency or in any other case where three days
notice may not be given without substantial prejudice to Sub-subtenant) take
such action and institute such proceedings against Sublessor (which may be taken
or instituted in the name of Sub-sublandlord, but without expense to
Sub-sublandlord) as may be necessary or desirable to enforce performance of, or
to recover damages for Sublessor's failure to carry out, such agreement,
covenant or undertaking.

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                                       86

     SECTION 26.05. Upon the expiration or earlier termination of this lease,
then, unless Sub-sublandlord shall have no further interest in the Demised
Premises Sub-subtenant shall deliver to Sub-sublandlord all subleases, lease
files, plans and all other documents in the possession of Sub-subtenant or its
managing agent which may be required for the operation and management of the
Demised Premises, together with all prepaid subrents and all security deposits.
This provision shall survive any such expiration or termination of this lease,
and Sub-sublandlord and Sub-subtenant agree that Sub-sublandlord will suffer
irreparable injury in the event of violation of this provision, and that
Sub-sublandlord shall be entitled to a mandatory injunction (including a
temporary mandatory injunction, pendente lite) to enforce the provisions hereof.

     SECTION 26.06. Without hereby limiting the effect of applicability of any
specific provision of this lease of like or similar import, whenever under any
provision of this lease expressly providing or requiring that a consent or
approval shall not be unreasonably withheld, or that an act, forbearance,
quantity, amount, sum of money, value, time limit or any other matter or thing
shall be reasonable (or shall not be unreasonable) a dispute or disagreement
shall arise between Sub-sublandlord and Sub-subtenant as to whether or not the
withholding of the consent or approval in question is unreasonable or as to
whether or not the act, forbearance, quantity, amount, sum of money, value, time
limit or other matter or thing in question is reasonable (or not unreasonable)
such dispute or disagreement shall be settled by arbitration as provided in
Article 25 hereof.

     SECTION 26.07. This lease shall be construed and enforced in accordance
with the laws of the State of New York.

     SECTION 26.08. The covenants and agreements herein contained shall bind and
inure to the benefit of Sub-sublandlord,

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                                       87

its successors and assigns, and Sub-subtenant, his legal representatives,
successors and assigns, except as otherwise provided herein.

     IN WITNESS WHEREOF, Sub-sublandlord and Sub-subtenant have duly executed
this lease the day and year first above written.

                                               PRECISION DYNAMICS CORPORATION

                                               By /s/ [ILLEGIBLE]
                                                  -----------------------------
                                                     Assistant Vice-President

                                                  /s/ Harry B. Helmsley
                                                  -----------------------------
                                                       HARRY B. HELMSLEY,
                                                         d/b/a Graybar
                                                       Building Company

<Page>

                                       88

STATE OF NEW YORK  )
                   )ss.:
COUNTY OF NEW YORK )

     On the 24th day of June, 1964, before me personally came Louis Feil, to me
known, who, being by me duly sworn, did depose and say that he resides at 55
[ILLEGIBLE] Rockville Centre, New York; that he is an Assistant Vice-President
of PRECISION DYNAMICS CORPORATION, the corporation described in and which
executed the foregoing instrument; that he knows the seal of said corporation;
that the seal affixed to said instrument is such corporate seal; that it was so
affixed by order of the board of directors of said corporation, and that he
signed his name thereto by like order.

                                                    [ILLEGIBLE]
                                                      [SEAL]

STATE OF NEW YORK  )
                   )ss.:
COUNTY OF NEW YORK )

     On the 15th day of June, 1964, before me personally came Harry B. Helmsley,
to me known to be the individual described in, and who executed the foregoing
instrument, and acknowledged that he executed the same.

                                                    [ILLEGIBLE]
                                                      [SEAL]

<Page>

                                       89

                                   SCHEDULE A

                          DESCRIPTION OF GRANT OF TERM

     The term "GRANT OF TERM" shall mean the instrument made by and between The
New York Central Railroad Company (hereinafter in this Schedule and Schedule B
hereto called the "Railroad Company") and New York State Realty and Terminal
Company (hereinafter in this Schedule and Schedule B hereto called the "Realty
Company"), dated July 30, 1925, and recorded in the Office of the Register of
the County of New York (now the Office of the Register of the City of New York
in the County of New York) on September 12, 1925, in Liber 3505 of Conveyances,
at Page 347

     (a) as the same may have been modified by agreements dated October 21,
1927, and November 2, 1938, and recorded in said Register's Office in Liber 3672
of Conveyances at Page 388 and Liber 4278 of Conveyances at Page 217
respectively

     (b) as the same was amended, modified and extended by instruments dated
April 12, 1944, and recorded in said Register's Office on May 26, 1944, in Liber
4287 of Convelances, at Page 201, and dated September 28, 1953, and recorded in
said Register's Office on October 9, 1953, in Liber 4854 of Conveyances, at Page
370; and

     (c) as the same was amended, modified and extended by instrument dated
December 30, 1957, and recorded in said Register's Office on December 31, 1957,
in Liber 5024 of Conveyances, at Page 325.

<Page>

                                       90

                                   SCHEDULE B

                           DESCRIPTION OF GROUND LEASE

     The term "GROUND LEASE" shall mean the instrument made between the Realty
Company, as Lessor, and Eastern Offices, Inc., as Lessee, dated July 30, 1925,
and recorded in said Register's Office on September 12, 1925, in Liber 3496 of
Conveyances, at Page 183

     (a) as the same was modified by agreements dated respectively October 21,
1927, June 19, 1928, and November 2, 1938, and recorded respectively in said
Register's Office in Liber 3672 of Conveyances, at Page 388, Liber 3901 of
Conveyances, at Page 228, and Liber 4278 of Conveyances, at Page 217,

     (b) as the same was further modified and renewed by agreement dated April
5, 1944, and supplemental agreement dated April 12, 1944, and recorded in said
Register's Office on May 26, 1944, in Liber 4287 of Conveyances, at Pages 208
and 195, respectively,

     (c) as further modified by agreement dated July 20, 1950, and recorded in
said Register's Office on August 1, 1950, in Liber 5174 of Conveyances, at
Page 265,

     (d) as the same was further amended and the term thereof revised and
extended by Modified Agreement of Lease made as of January 1, 1953, and recorded
in said Register's Office on October 9, 1953, in Liber 4854 of Conveyances, at
Page 307,

     (e) as the same was further modified, and the term thereof revised and
extended, by Modified Agreement of Lease dated December 30, 1957, and recorded
in said Register's Office on December 31, 1957, in Liber 5024 of Conveyances, at
Page 251; and

     (f) the Lessee's interest in which lease was, after mesne assignments,
thereof, assigned to and is now held by Metropolitan Life Insurance Company by
agreement dated December 30, 1957, and recorded in said Register's Office on
December 31, 1957, in Liber 5024 of Conveyances, at Page 613.

<Page>

                                       91

                                   SCHEDULE C

                           DESCRIPTION OF MESNE LEASE

     The term "Mesne Lease" shall mean the instrument made between Webb & Knapp,
Inc. and Graysler Corporation, as Landlord, and Mary F. Finnegan, as Tenant,
dated December 30, 1957, and recorded in said Register's office on December 31,
1957 in Liber 5024 of Conveyances at Page 430, which lease was corrected and
amended by Agreement dated February 27, 1958 between Metropolitan Life Insurance
Company, Lawrence A. Wien, Webb & Knapp, Inc. and Graysler Corporation and
recorded in said Register's office on March 11, 1958, in Liber 5032 of
Conveyances at Page 430, the Tenant's interest in which lease was, after a mesne
assignment, assigned to and is now held by Graybar Building Associates by
assignment dated April 30, 1958 and recorded in said Register's office on April
30, 1958 in Liber 5036 of Conveyances, at Page 569, which lease was further
amended by agreement dated as of June 1, 1964, between Metropolitan Life
Insurance Company, Graybar Building Associates and Precision Dynamics
Corporation intended to be recorded in said Register's Office simultaneously
herewith.

<Page>

                                       92

                                   SCHEDULE D

                         DESCRIPTION OF OPERATING LEASE

     The term "Operating Lease" shall mean the instrument made between
Mary F. Finnegan, as Sublessor and Rose Iacovone, as Sublessee, dated December
30, 1957 and recorded in said Register's office on December 31, 1957 in Liber
5024 of Conveyances at Page 523, which lease was corrected and amended by
Agreement dated February 27, 1958 between Metropolitan Life Insurance Company,
Lawrence A. Wien, Webb & Knapp, Inc. and Graysler Corporation and recorded in
said Register's office on March 11, 1958, in Liber 5032 of Conveyances at Page
430, the Sublessee's interest in which lease was, after mesne assignments
thereof assigned to and is now held by Precision Dynamics Corporation, which
lease was further amended by agreement dated as of June 1, 1964, between
Metropolitan Life Insurance Company, Graybar Building Associates and said
Precision Dynamics Corporation intended to be recorded in said Register's Office
simultaneously herewith.

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.7
<SEQUENCE>9
<FILENAME>a2091718zex-10_7.txt
<DESCRIPTION>EXHIBIT 10.7
<TEXT>
<Page>

                                                                    EXHIBIT 10.7

                     EMPLOYMENT AND NONCOMPETITION AGREEMENT

     This EMPLOYMENT AND NONCOMPETITION AGREEMENT ("Agreement") is made as of
the 20th day of August, 1997 between Stephen L. Green ("Executive") and SL Green
Realty Corp., a Maryland corporation with its principal place of business at 70
West 36th Street, New York, New York 10018 (the "Employer").

     1.   TERM. The term of this Agreement shall commence on the date first
above written and, unless earlier terminated as provided in Section 6 below,
shall terminate on the third anniversary of the closing of the initial public
offering (the "IPO") of the Employer's Common Stock, $.01 par value per share
(the "Original Term"); PROVIDED, HOWEVER, that Section 8 hereof shall survive
the termination of this Agreement as provided therein. The Original Term may be
extended for such period or periods, if any, as may be mutually agreed to by
Executive and the Employer (each a "Renewal Term"). The period of Executive's
employment hereunder consisting of the Original Term and all Renewal Terms, if
any, is herein referred to as the "Employment Period".

     2.   EMPLOYMENT AND DUTIES.

          (a)  DUTIES. During the Employment Period, Executive shall be employed
     in the business of the Employer and its affiliates. Executive shall serve
     the Employer as a senior corporate executive with the titles Chairman of
     the Board of Directors, President and Chief Executive Officer of the
     Employer. Executive's duties and authority shall be as set forth in the
     By-laws of the Employer and as otherwise established from time to time by
     the Board of Directors of the Employer, and shall be commensurate with his
     titles and positions with the Employer.

          (b)  BEST EFFORTS. Executive agrees to his employment as described in
     this Section 2 and agrees to devote substantially all of his business time
     and efforts to the performance of his duties under this Agreement, except
     as otherwise approved by the Board of Directors of the Employer; PROVIDED,
     HOWEVER, that nothing herein shall be interpreted to preclude Executive
     from (i) participating as an officer or director of, or advisor to, any
     charitable or other tax exempt organization or otherwise engaging in
     charitable, fraternal or trade group activities, (ii) acting as an officer
     of any subsidiary of the Company, or (iii) investing his assets as a
     passive investor in other entities or business ventures, provided that he
     performs no management or similar role with respect to such entities or
     ventures and such investment does not violate Section 8 hereof.

          (c)  TRAVEL. In performing his duties hereunder, Executive shall be
     available for all reasonable travel as the needs of the Employer's business
     may require. Executive shall be based in the metropolitan area of New York
     City (the "New York City metropolitan area").

<Page>

     3.   COMPENSATION AND BENEFITS. In consideration of Executive's services
hereunder, the Employer shall compensate Executive as provided in this Section
3.

          (a)  BASE SALARY. The Employer shall pay Executive an aggregate annual
     salary at the rate of $250,000 per annum during the Employment Period
     ("Base Salary"), subject to applicable withholding. Base Salary shall be
     payable in accordance with the Employer's normal business practices, but in
     no event less frequently than monthly. Executive's Base Salary shall be
     reviewed no less frequently than annually by the Employer and may be
     increased, but not decreased, by the Employer during the Employment Period.

          (b)  INCENTIVE COMPENSATION. In addition to the Base Salary payable to
     Executive pursuant to Section 3(a), during the Employment Period, Executive
     shall be eligible to participate in any incentive compensation plans in
     effect with respect to senior executive officers of the Employer, subject
     to Executive's compliance with such criteria as the Employer's Board of
     Directors, in its sole discretion, may establish for Executive's
     participation in such plans from time to time. Any awards to Executive
     under such plans will be established by the Employer's Board of Directors,
     or a committee thereof, in its sole discretion.

          (c)  STOCK OPTIONS. During the Employment Period, Executive shall be
     eligible to participate in employee stock option plans established from
     time to time for the benefit of senior executive officers and other
     employees of the Employer in accordance with the terms and conditions of
     such plans. All decisions regarding awards to Executive under the
     Employer's stock option plans shall be made in the sole discretion of the
     Employer's Board of Directors, or a committee thereof.

          (d)  EXPENSES. Executive shall be reimbursed for all reasonable
     business related expenses incurred by Executive at the request of or on
     behalf of the Employer, provided that such expenses are incurred and
     accounted for in accordance with the policies and procedures established by
     the Employer.

          (e)  MEDICAL INSURANCE. During the Employment Period, Executive and
     Executive's immediate family shall be entitled to participate in such
     medical benefit plan as the Employer shall maintain from time to time for
     the benefit of senior executive officers of the Employer and their
     families, on the terms and subject to the conditions set forth in such
     plan. Nothing in this section shall limit the Employer's right to change,
     modify or terminate any benefit plan or program as it sees fit from time to
     time in the normal course of business.

          (f)  VACATIONS. Executive shall be entitled to reasonable paid
     vacations in accordance with the then regular procedures of the Employer
     governing senior executive officers, not to exceed four weeks per annum, in
     the aggregate.

                                        2
<Page>

          (g)  OTHER BENEFITS. During the Employment Period, the Employer shall
     provide to Executive such other benefits, including sick leave and the
     right to participate in such retirement or pension plans, as are made
     generally available to senior executive officers and employees of the
     Employer from time to time.

     4.   INDEMNIFICATION AND LIABILITY INSURANCE. The Employer agrees to
indemnify Executive to the extent permitted by applicable law with respect to
any actions commenced against Executive in his capacity as an officer or
director, or former officer or director, of the Employer or any affiliate
thereof for which he may serve in such capacity. The Employer also agrees to use
its best efforts to secure and maintain officers and directors liability
insurance providing coverage for Executive.

     5.   EMPLOYER'S POLICIES. Executive agrees to observe and comply with the
rules and regulations of the Employer as adopted by its Board of Directors from
time to time regarding the performance of his duties and to carry out and
perform orders, directions and policies communicated to him from time to time by
the Employer's Board of Directors.

     6.   TERMINATION. The Executive's employment hereunder may be terminated
under the following circumstances:

          (a)  TERMINATION BY THE EMPLOYER.

               (i)    DEATH. The Executive's employment hereunder shall
          terminate upon his death.

               (ii)   DISABILITY. If, in the reasonable good faith determination
          of the Board of Directors, as a result of the Executive's incapacity
          due to physical or mental illness or disability, the Executive shall
          have been incapable of performing his duties hereunder even with a
          reasonable accommodation on a full-time basis for the entire period of
          three consecutive months or any 90 days in a 180-day period, and
          within 30 days after written Notice of Termination (as defined in
          Section 6(c)) is given he shall not have returned to the performance
          of his duties hereunder on a full-time basis, the Employer may
          terminate the Executive's employment hereunder.

               (iii)  CAUSE. The Employer may terminate the Executive's
          employment hereunder for Cause. For purposes of the Agreement, "Cause"
          shall mean that the Board of Directors of the Employer concludes, in
          good faith and after reasonable investigation, that: (i) the Executive
          engaged in conduct which is a felony under the laws of the United
          States or any state or political subdivision thereof; (ii) the
          Executive engaged in conduct constituting breach of fiduciary duty,
          gross negligence or willful misconduct relating to the Employer, fraud
          or dishonesty or willful or material misrepresentation relating to the
          business of the Employer; (iii) the Executive breached his obligations
          or covenants under Section 8

                                        3
<Page>

          of this Agreement in any material respect; or (iv) the Executive
          failed to substantially perform his duties hereunder more than 15 days
          after receiving notice of such failure from the Employer, which notice
          specifically identifies the manner in which he has failed so to
          perform.

               (iv)   WITHOUT CAUSE. Executive's employment hereunder may be
          terminated by the Employer at any time with or without Cause (as
          defined in Section 6(a)(iii) above), by a majority vote of all of the
          members of the Board of Directors of the Employer upon written notice
          to Executive, subject only to the severance provisions specifically
          set forth Section 7.

          (b)  TERMINATION BY THE EXECUTIVE.

               (i)    DISABILITY. The Executive may terminate his employment
          hereunder for Disability within the meaning of Section 6(a)(ii) above.

               (ii)   WITH GOOD REASON. Executive's employment hereunder may be
          terminated by Executive With Good Reason effective immediately by
          written notice to the Board of Directors of the Employer. For purposes
          of this Agreement, "With Good Reason" shall mean: (i) a failure of the
          Board of Directors of the Employer to elect Executive to offices with
          the same or substantially the same duties and responsibilities as set
          forth in Section 2; (ii) a material failure by the Employer to comply
          with the provisions of Section 3 or a material breach by the Employer
          of any other provision of this Agreement which has not been cured
          within thirty (30) days after notice of noncompliance, (specifying the
          nature of the noncompliance) has been given by the Executive to the
          Employer; or (iii) a Force Out (as such term is defined in Section
          6(d) below).

          (c)  NOTICE OF TERMINATION. Any termination of the Executive's
     employment by the Employer or by the Executive (other than termination
     pursuant to subsection (a)(l) hereof) shall be communicated by written
     Notice of Termination to the other party hereto in accordance with Section
     11 of this Agreement. For purposes of this Agreement, a "Notice of
     Termination" shall mean a notice which shall indicate the specific
     termination provision in this Agreement relied upon and, as applicable,
     shall set forth in reasonable detail the fact and circumstances claimed to
     provide a basis for termination of the Executive's employment under the
     provision so indicated.

          (d)  DEFINITIONS. The following terms shall be defined as set forth
     below.

               (i)    A "Change-in-Control" shall be deemed to have occurred
          after the effective date of the IPO if:

                                        4
<Page>

                      (A)  any Person, together with all "affiliates" and
               "associates" (as such terms are defined in Rule 12b-2 under the
               Securities Exchange Act of 1934 (the "Exchange Act")) of such
               Person, shall become the "beneficial owner" (as such term is
               defined in Rule 13d-3 under the Exchange Act), directly or
               indirectly, of securities of the Employer representing 40% or
               more of either (A) the combined voting power of the Employer's
               then outstanding securities having the right to vote in an
               election of the Employer's Board of Directors ("Voting
               Securities") or (B) the then outstanding shares of all classes of
               stock of the Employer (in either such case other than as a result
               of the acquisition of securities directly from the Employer); or

                      (B)  individuals who, as of the date of the closing of the
               IPO, constitute the Employer's Board of Directors (the "Incumbent
               Directors") cease for any reason, including, without limitation,
               as a result of a tender offer, proxy contest, merger or similar
               transaction, to constitute at least a majority of the Employer's
               Board of Directors, provided that any person becoming a director
               of the Employer subsequent to the closing of the IPO whose
               election or nomination for election was approved by a vote of at
               least a majority of the Incumbent Directors shall, for purposes
               of this Agreement, be considered an Incumbent Director; or

                      (C)  the stockholders of the Employer shall approve (1)
               any consolidation or merger of the Employer or any subsidiary
               where the stockholders of the Employer, immediately prior to the
               consolidation or merger, would not, immediately after the
               consolidation or merger, beneficially own (as such term is
               defined in Rule 13d-3 under the Exchange Act), directly or
               indirectly, shares representing in the aggregate at least 50% of
               the voting shares of the corporation issuing cash or securities
               in the consolidation or merger (or of its ultimate parent
               corporation, if any), (2) any sale, lease, exchange or other
               transfer (in one transaction or a series of transactions
               contemplated or arranged by any party as a single plan) of all or
               substantially all of the assets of the Employer or (3) any plan
               or proposal for the liquidation or dissolution of the Employer;

     Notwithstanding the foregoing, a "Change-in-Control" shall not be deemed to
have occurred for purposes of the foregoing clause (A) solely as the result of
an acquisition of securities by the Employer which, by reducing the number of
shares of stock or other Voting Securities outstanding, increases (x) the
proportionate number of shares of stock of the Employer beneficially owned by
any Person to 40% or more of the shares of stock then outstanding or (y) the
proportionate voting power represented by the Voting Securities beneficially
owned by any Person to 40% or more of the combined voting power of all then
outstanding Voting Securities; PROVIDED, HOWEVER, that if any Person referred to
in clause (x) or (y) of this sentence shall

                                        5
<Page>

thereafter become the beneficial owner of any additional stock of the Employer
or other Voting Securities (other than pursuant to a share split, stock
dividend, or similar transaction), then a "Change-in-Control" shall be deemed to
have occurred for purposes for the foregoing clause (A).

               (ii)   A "Force Out" shall be deemed to have occurred in the
          event of a Change-In-Control followed by:

                      (A)  a change in duties, responsibilities, status or
               positions with the Employer, which, in Executive's reasonable
               judgment, does not represent a promotion from or maintaining of
               Executive's duties, responsibilities, status or positions as in
               effect immediately prior to the Change-In-Control, or any removal
               of Executive from or any failure to reappoint or reelect
               Executive to such positions, except in connection with the
               termination of Executive's employment for Cause, disability,
               retirement or death;

                      (B)  a reduction by the Employer in Executive's Base
               Salary as in effect immediately prior to the Change-In-Control;

                      (C)  the failure by the Employer to continue in effect any
               of the benefit plans in which Executive is participating at the
               time of the Change-In-Control of the Employer (unless Executive
               is permitted to participate in any substitute benefit plan with
               substantially the same terms and to the same extent and with the
               same rights as Executive had with respect to the benefit plan
               that is discontinued) other than as a result of the normal
               expiration of any such benefit plan in accordance with its terms
               as in effect at the time of the Change-In-Control, or the taking
               of any action, or the failure to act, by the Employer which would
               adversely affect Executive's continued participation in any of
               such benefit plans on at least as favorable a basis to Executive
               as was the case on the date of the Change-In-Control or which
               would materially reduce Executive's benefits in the future under
               any of such benefit plans or deprive Executive of any material
               benefits enjoyed by Executive at the time of the
               Change-In-Control; PROVIDED, HOWEVER, that any such action or
               inaction on the part of the Employer, including any modification,
               cancellation or termination of any benefits plan, undertaken in
               order to maintain such plan in compliance with any federal, state
               or local law or regulation governing benefits plans, including,
               but not limited to, the Employment Retirement Income Security Act
               of 1974, shall not constitute a Force Out for the purposes of
               this Agreement.

                      (D)  the Employer's requiring Executive to be based in an
               office located beyond a reasonable commuting distance from
               Executive's residence immediately prior to the Change-In-Control,
               except for required

                                        6
<Page>

               travel relating to the Employer's business to an extent
               substantially consistent with the business travel obligations
               which Executive undertook on behalf of the Employer prior to the
               Change-In-Control;

                      (E)  the failure by the Employer to obtain from any
               successor to the Employer an agreement to be bound by this
               Agreement pursuant to Section 14 hereof; or

               (iii)  "Person" shall have the meaning used in Sections 13(d) and
          14(d) of the Exchange Act; provided however, that the term "Person"
          shall not include (A) any current partner of SL Green Operating
          Partnership, L.P., any stockholder or employee of the Employer on the
          date hereof or any estate or member of the immediate family of such a
          partner, stockholder or employee, or (B) the Employer, any of its
          subsidiaries, or any trustee, fiduciary or other person or entity
          holding securities under any employee benefit plan of the Employer or
          any of its subsidiaries.

     7.   COMPENSATION UPON TERMINATION OR DURING DISABILITY.

          (a)  TERMINATION WITHOUT CAUSE OR WITH GOOD REASON. If (i) Executive
     is terminated without Cause pursuant to Section 6(a)(iv) above, or (ii)
     Executive shall terminate his employment hereunder with Good Reason
     pursuant to Section (6)(b)(ii) above, then the Employment Period shall
     terminate as of the effective date set forth in the written notice of such
     termination (the "Termination Date") and Executive shall be entitled to the
     following benefits:

               (i)    The Employer shall continue to pay Executive's Base Salary
          for the remaining term of the Employment Period after the date of
          Executive's termination, at the rate in effect on the date of his
          termination and on the same periodic payment dates as payment would
          have been made to Executive had the Employment Period not been
          terminated;

               (ii)   For the remaining term of the Employment Period, Executive
          shall continue to receive all benefits described in Section 3 existing
          on the date of termination, subject to the terms and conditions upon
          which such benefits may be offered. For purposes of the application of
          such benefits, Executive shall be treated as if he had remained in the
          employ of the Employer with a Base Salary at the rate in effect on the
          date of termination;

               (iii)  For purposes of any stock option plan of the Employer,
          Executive shall be treated as if he had remained in the employ of the
          Employer for the remaining term of the Employment Period after the
          date of Executive's termination so that Executive may exercise any
          exercisable options and Executive's other rights shall continue to
          vest during the remaining term of the

                                        7
<Page>

          Employment Period with respect to any options previously granted under
          such plans except as otherwise provided in such plan;

               (iv)   Nothing herein shall be deemed to obligate Executive to
          seek other employment in the event of any such termination and any
          amounts earned or benefits received from such other employment will
          not serve to reduce in any way the amounts and benefits payable in
          accordance herewith.

          (b)  TERMINATION FOR CAUSE OR WITHOUT GOOD REASON. If (i) Executive is
     terminated for Cause pursuant to Section 6(a)(iii) above, or (ii) Executive
     shall voluntarily terminate his employment hereunder without Good Reason
     pursuant to Section 6(b)(iii) above, then the Employment Period shall
     terminate as of the effective date set forth in the written notice of such
     termination (the "Termination Date") and Executive shall be entitled to
     receive only his Base Salary at the rate then in effect until the
     Termination Date and any outstanding stock options held by Executive shall
     expire in accordance with the terms of the stock option plan or option
     agreement under which the stock options were granted.

          (c)  TERMINATION BY REASON OF DEATH. If Executive's employment
     terminates due to his death, the Employer shall pay Executive's Base Salary
     for a period of six months from the date of his death, or such longer
     period as the Employer's Board of Directors may determine, to Executive's
     estate or to a beneficiary designated by Executive in writing prior to his
     death. Any unexercised or unvested stock options shall remain exercisable
     or vest upon Executive's death only to the extent provided in the
     applicable option plan and option agreements.

          (d)  TERMINATION BY REASON OF DISABILITY. In the event that
     Executive's employment terminates due to his disability as defined in
     Section 6(a)(ii) above, Executive shall be entitled to be paid his Base
     Salary until the later of such time when (i) the period of disability or
     illness (whether or not the same disability or illness) shall exceed 180
     consecutive days during the Employment Period and (ii) Executive becomes
     eligible to receive benefits under a comprehensive disability insurance
     policy obtained by the Employer (the "Disability Period"). Following the
     expiration of the Disability Period, the Employer may terminate this
     Agreement upon written notice of such termination. Any unexercised or
     unvested stock options shall remain exercisable or vest upon such
     termination only to the extent provided in the applicable option plan and
     option agreements.

          (e)  ARBITRATION IN THE EVENT OF A DISPUTE REGARDING THE NATURE OF
     TERMINATION. In the event that the Executive's employment is terminated by
     the Employer for Cause or by Executive for Good Reason, and either party
     contends that such Cause or Good Reason did not exist, the parties agree to
     submit such claim to arbitration before the American Arbitration
     Association ("AAA"), and Executive hereby agrees to submit to any such
     dispute to arbitration pursuant to the terms of this Section 7(e). In such
     a

                                        8
<Page>

     proceeding, the only issue before the arbitrator will be whether
     Executive's employment was in fact terminated for Cause or for Good Reason,
     as the case may be. If the arbitrator determines that Executive's
     employment was terminated by the Employer without Cause or was terminated
     by Executive for Good Reason, the only remedy that the arbitrator may award
     is an amount equal to the severance payments specified in Section 7, the
     costs of arbitration, and Executive's attorneys' fees. If the arbitrator
     finds that Executive's employment was terminated by the Employer for Cause
     or by the Executive without Good Reason, the arbitrator will be without
     authority to award Executive anything, and the parties will each be
     responsible for their own attorneys' fees, and the costs of arbitration
     will be paid 50% by Executive and 50% by the Employer.

     8.   CONFIDENTIALITY; PROHIBITED ACTIVITIES. The Executive and the Employer
recognize that due to the nature of his employment and relationship with the
Employer, the Executive has access to and develops confidential business
information, proprietary information, and trade secrets relating to the business
and operations of the Employer. The Executive acknowledges that such information
is valuable to the business of the Employer, and that disclosure to, or use for
the benefit of, any person or entity other than the Employer, would cause
irreparable damage to the Employer. The Executive further acknowledges that his
duties for the Employer include the duty to develop and maintain client,
customer, employee, and other business relationships on behalf of the Employer;
and that access to and development of those close business relationships for the
Employer render his services special, unique and extraordinary. In recognition
that the good will and business relationships described herein are valuable to
the Employer, and that loss of or damage to those relationships would destroy or
diminish the value of the Employer, the Executive agrees as follows:

          (a)  CONFIDENTIALITY. During the term of this Agreement (including any
     renewals), and at all times thereafter, the Executive shall maintain the
     confidentiality of all confidential or proprietary information of the
     Employer ("Confidential Information"), and, except in furtherance of the
     business of the Employer, he shall not directly or indirectly disclose any
     such information to any person or entity; nor shall he use Confidential
     Information for any purpose except for the benefit of the Employer. For
     purposes of the Agreement, "Confidential Information" includes, without
     limitation: client or customer lists, identities, contacts, business and
     financial information; investment strategies; pricing information or
     policies, fees or commission arrangements of the Employer; marketing plans,
     projections, presentations or strategies of the Employer; financial and
     budget information of the Employer; new personnel acquisition plans; and
     all other business related information which has not been publicly
     disclosed by the Employer. This restriction shall apply regardless of
     whether such Confidential Information is in written, graphic, recorded,
     photographic, data or any machine readable form or is orally conveyed to,
     or memorized by, the Executive. The Executive further agrees that, during
     the Employment Period and at all times thereafter, he shall keep
     confidential and shall not release, use or disclose without prior written
     permission of the Employer, all Confidential Information developed by him
     on behalf of the Employer or provided to him by the Employer, excepting
     only such information as was already known

                                        9
<Page>

     to him prior to the commencement of his employment by the Employer or such
     information as is already known to the public.

          (b)  PROHIBITED ACTIVITIES. Because Executive's services to the
     Employer are essential and because Executive has access to the Employer's
     Confidential Information, Executive covenants and agrees that (i) during
     the Employment Period and (ii) in the event that this Agreement is
     terminated by the Employer for Cause or by Executive other than for Good
     Reason, during the Noncompetition Period, Executive will not, without the
     prior written consent of the Board of Directors of the Employer which shall
     include the unanimous consent of the Directors who are not officers of the
     Employer, directly or indirectly (individually, or through or on behalf of
     another entity as owner, partner, agent, employee, consultant, or in any
     other capacity):

               (i)    engage, participate or assist, as an owner, partner,
          employee, consultant, director, officer, trustee or agent, in any
          business that engages or attempts to engage in, directly or
          indirectly, the acquisition, development, construction, operation,
          management or leasing of any office real estate property anywhere in
          the New York City metropolitan area;

               (ii)   seek, solicit, or engage in any attempt to establish for
          himself or for any other person or entity, a business relationship
          with any person or entity who was a client or customer of the
          Employer, or who was solicited to become a client or customer of the
          Employer, during the Employment Period ("Employer Clients");

               (iii)  engage in any activity to interfere with, disrupt or
          damage the business of the Employer, or its relationships with any
          Employer Client, employee, supplier or other business relationship;

               (iv)   engage in business with, or provide advice or services to,
          any Employer Client solicited by the Executive in breach of Section 8
          of this Agreement (whether or not such services are compensated);

               (v)    receive, or cause any other person or entity to receive,
          any compensation, consideration, or income, in any form, from any
          Employer Client solicited by him in breach of Section 8 of this
          Agreement; or

               (vi)   solicit, encourage, or engage in any activity to induce
          any Employee of the Employer to terminate employment with the
          Employer, or to become employed by, or to enter into a business
          relationship with, any other person or entity. For purposes of this
          subsection, the term Employee means any individual who is an employee
          of or consultant to the Employer (or any affiliate) during the
          six-month period prior to Executive's last day of employment.

                                       10
<Page>

          (c)  NONCOMPETITION PERIOD. For purposes of this Section 8, the
     Noncompetition Period shall mean the period commencing on the date of
     termination of Executive's employment under this Agreement and ending on
     the later of (i) the third anniversary of the IPO closing date or (ii) the
     first anniversary of the date of termination of Executive's employment
     under this Agreement.

          (d)  OPTION PROPERTY. Notwithstanding anything contained herein to the
     contrary, Executive is not prohibited by this Section 8 from (i)
     maintaining his investment in any Option Property (as such term is defined
     in the Employer's final prospectus relating to the IPO) or in any asset
     listed in the Employer's final prospectus relating to the IPO under the
     caption "The Properties - Assets Not Being Transferred to the Company" or
     (ii) from making investments in any entity that engages, directly or
     indirectly, in the acquisition, development, construction, operation,
     management or leasing of office real estate properties, regardless of where
     they are located, if the shares or other ownership interests of such entity
     are publicly traded and Executive's aggregate investment in such entity
     constitutes less than one percent (1%) of the equity ownership of such
     entity.

          (e)  EMPLOYER PROPERTY. The Executive acknowledges that all originals
     and copies of materials, records and documents generated by him or coming
     into his possession during his employment by the Employer are the sole
     property of the Employer ("Employer Property"). During his employment, and
     at all times thereafter, the Executive shall not remove, or cause to be
     removed, from the premises of the Employer, copies of any record, file,
     memorandum, document, computer related information or equipment, or any
     other item relating to the business of the Employer, except in furtherance
     of his duties under the Agreement. When the Executive terminates his
     employment with the Employer, or upon request of the Employer at any time,
     the Executive shall promptly deliver to the Employer all originals and
     copies of Employer Property in his possession or control and shall not
     retain any originals or copies in any form.

          (f)  NO DISPARAGEMENT. Following termination of the Executive's
     employment for any reason, the Executive shall not disclose or cause to be
     disclosed any negative, adverse or derogatory comments or information about
     (i) the Employer and its parent, affiliates or subsidiaries, if any; (ii)
     any product or service provided by the Employer and its parent, affiliates
     or subsidiaries, if any; or (iii) the Employer's and its parent's,
     affiliates' or subsidiaries' prospects for the future.

          (g)  REMEDIES. The Executive declares that the foregoing limitations
     in Sections 8(a) through 8(f) above are reasonable and necessary for the
     adequate protection of the business and the goodwill of the Employer. If
     any restriction contained in this Section 8 shall be deemed to be invalid,
     illegal or unenforceable by reason of the extent, duration or scope
     thereof, or otherwise, then the court making such determination shall have
     the right to reduce such extent, duration, scope, or other provisions
     hereof to make

                                       11
<Page>

     the restriction consistent with applicable law, and in its reduced form
     such restriction shall then be enforceable in the manner contemplated
     hereby. In the event that the Executive breaches any of the promises
     contained in this Section 8, the Executive acknowledges that the Employer's
     remedy at law for damages will be inadequate and that the Employer will be
     entitled to specific performance, a temporary restraining order or
     preliminary injunction to prevent the Executive's prospective or continuing
     breach and to maintain the status quo. The existence of this right to
     injunctive relief, or other equitable relief, or the Employer's exercise of
     any of these rights, shall not limit any other rights or remedies the
     Employer may have in law or in equity including, without limitation, the
     right to arbitration contained in Section 7(e) hereof and the right to
     compensatory, punitive and monetary damages. In the event that a final
     non-appealable judgment is entered in favor of one of the parties, that
     party shall be reimbursed by the other party for all costs and attorneys'
     fees incurred by such party in such action. Executive hereby agrees to
     waive his right to a jury trial with respect to any action commenced to
     enforce the terms of this Agreement.

          (h)  TRANSITION. Regardless of the reason for his departure from the
     Employer, the Executive agrees that: (i) he shall assist the Employer in
     maintaining the business of the clients and customers with whom the
     Executive has a relationship; and (ii) he shall take all steps reasonably
     requested by the Employer to effect a successful transition of those
     relationships to the person or persons designated by the Employer.

          (i)  SURVIVAL. The provisions of this Section 8 shall survive
     termination of the Executive's employment. The covenants contained in
     Section 8 shall be construed as independent of any of other provisions
     contained in this Agreement and shall be enforceable regardless of whether
     the Executive has a claim against the Employer under the Agreement or
     otherwise.

     9.   COOPERATION. The Executive agrees to give prompt written notice to the
Employer of any claim or injury relating to the Employer, and to fully cooperate
in good faith and to the best of his ability with the Employer in connection
with all pending, potential or future claims, investigations or actions which
directly or indirectly relate to any transaction, event or activity about which
the Executive may have knowledge because of his employment with the Employer.
Such cooperation shall include all assistance that the Employer, its counsel, or
its representatives may reasonably request, including reviewing documents,
meeting with counsel, providing factual information and material, and appearing
or testifying as a witness.

     10.  CONFLICTING AGREEMENTS. Executive hereby represents and warrants that
the execution of this Agreement and the performance of his obligations hereunder
will not breach or be in conflict with any other agreement to which he is a
party or is bound, and that he is not now subject to any covenants against
competition or similar covenants which would affect the performance of his
obligations hereunder.

                                       12
<Page>

     11.  NOTICES. All notices or other communications required or permitted to
be given hereunder shall be in writing and shall be delivered by hand and or
sent by prepaid telex, cable or other electronic devices or sent, postage
prepaid, by registered or certified mail or telecopy or overnight courier
service and shall be deemed given when so delivered by hand, telexed, cabled or
telecopied, or if mailed, three days after mailing (one business day in the case
of express mail or overnight courier service), as follows:

          (a)  if to the Executive:

               Stephen L. Green
               70 West 36th Street
               New York, New York 10018

          (b)  if to the Employer:

               SL Green Realty Corp.
               70 West 36th Street
               New York, New York 10018

or such other address as either party may from time to time specify by written
notice to the other party hereto.

     12.  AMENDMENTS. No amendment, modification or waiver in respect of this
Agreement shall be effective unless it shall be in writing and signed by the
party against whom such amendment, modification or waiver is sought.

     13.  SEVERABILITY. If any provision of this Agreement (or any portion
thereof) or the application of any such provision (or any portion thereof) to
any person or circumstance shall be held invalid, illegal or unenforceable in
any respect by a court of competent jurisdiction, such invalidity, illegality or
unenforceability shall not affect any other provision hereof (or the remaining
portion thereof) or the application of such provision to any other persons or
circumstances.

     14.  SUCCESSORS. Neither this Agreement nor any rights hereunder may be
assigned or hypothecated by the Executive. This Agreement may be assigned by the
Employer and shall be binding upon, and inure to the benefit of, the Employer's
successors and assigns.

     15.  COUNTERPARTS. This Agreement may be executed in one or more
counterparts, all of which shall be considered one and the same agreement, and
shall become effective when one or more such counterparts have been signed by
each of the parties and delivered to the other party.

     16.  GOVERNING LAW. This Agreement shall be governed by and construed in
accordance with the laws of the State of New York applicable to agreements made
and to be

                                       13
<Page>

performed entirely within such State, without regard to the conflicts of law
principles of such State.

     17.  CHOICE OF VENUE. Executive agrees to submit to the jurisdiction of the
United States District Court for the Southern District of New York or the
Supreme Court of the State of New York, New York County, for the purpose of any
action to enforce any of the terms of this Agreement.

     18.  ENTIRE AGREEMENT. This Agreement contains the entire agreement and
understanding between the parties hereto with respect to the subject matter
hereof and supersedes all prior agreements and understandings relating to such
subject matter. The parties hereto shall not be liable or bound to any other
party in any manner by any representations, warranties or covenants relating to
such subject matter except as specifically set forth herein.

     19.  PARAGRAPH HEADINGS. Paragraph headings used in this Agreement are
included for convenience of reference only and will not affect the meaning of
any provision of this agreement.

                                       14
<Page>

     IN WITNESS WHEREOF, this Agreement is entered into as of the date and year
first above written.

                                            SL GREEN REALTY CORP.


                                            By: /s/ Benjamin P. Feldman
                                               ---------------------------------
                                              Name: Benjamin P. Feldman
                                              Title: Executive Vice President

                                            /s/ Stephen L. Green
                                            ---------------------------------
                                            Stephen L. Green

                                       15

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.8
<SEQUENCE>10
<FILENAME>a2091718zex-10_8.txt
<DESCRIPTION>EXHIBIT 10.8
<TEXT>
<Page>

                                                                    EXHIBIT 10.8

                              AMENDED AND RESTATED
                     EMPLOYMENT AND NONCOMPETITION AGREEMENT

     This AMENDED AND RESTATED EMPLOYMENT AND NONCOMPETITION AGREEMENT
("Agreement") is made as of the 17th day of January, 2001 between Marc Holliday
("Executive") and SL Green Realty Corp., a Maryland corporation with its
principal place of business at 420 Lexington Avenue, New York, New York 10170
(the "Employer"), and amends and completely restates the Employment and
Noncompetition Agreement made as of the 17th day of July, 1998 (the "Original
Agreement"). If it shall be determined that any ambiguity or conflict exists
between any provision in this Agreement and any provision in any other agreement
entered into between Executive and the Employer, then, to the extent of any such
ambiguity or conflict, the provisions contained in this Agreement shall control.

     1.   TERM.  The term of this Agreement shall commence on the date first
above written and, unless earlier terminated as provided in Section 6 below,
shall terminate on the sixth anniversary of the date of this Agreement (the
"Current Term"); PROVIDED, HOWEVER, that Section 8 hereof shall survive the
termination of this Agreement as provided therein. The Current Term shall
automatically be extended for successive nine (9) month periods (each a "Renewal
Term"), unless either party shall notify the other in writing at least six (6)
months prior to the expiration of the Current Term or the applicable Renewal
Term of its intention not to renew such Term. The period of Executive's
employment hereunder consisting of the Current Term and all Renewal Terms, if
any, is herein referred to as the "Employment Period" and any anniversary of the
date of this Agreement is herein referred to as an "Anniversary".

     2.   EMPLOYMENT AND DUTIES.

          (a)  DUTIES. During the Employment Period, Executive shall be employed
     in the business of the Employer and its affiliates. Executive shall serve
     the Employer as a senior corporate executive with the title of Chief
     Investment Officer of the Employer. Effective upon the termination of
     employment of the current President of the Employer, Executive shall serve
     the Employer with the title of President of the Employer. Executive will
     report directly to Stephen L. Green, the Chief Executive Officer of the
     Employer. As Chief Investment Officer, Executive shall be principally
     responsible for all of the investment activities of Employer and shall
     provide assistance to Employer's Chief Executive Officer in arranging
     financing, debt and equity capital on behalf of the Employer. As President,
     Executive shall be principally responsible for the management and
     investment activities of Employer and shall provide assistance to
     Employer's Chief Executive Officer in connection with all such activities.
     Executive's duties and authority shall be as further set forth in the
     By-laws of the Employer and as otherwise established from time to time by
     the Board of Directors of the Employer, but in all events such duties shall
     be commensurate with his titles and positions with the Employer.

          (b)  BEST EFFORTS. Executive agrees to his employment as described in
     this Section 2 and agrees to devote substantially all of his business time
     and efforts to the

<Page>

     performance of his duties under this Agreement, except as otherwise
     approved by the Board of Directors of the Employer; PROVIDED, HOWEVER, that
     nothing herein shall be interpreted to preclude Executive from (i)
     participating as an officer or director of, or advisor to, any charitable
     or other tax exempt organization or otherwise engaging in charitable,
     fraternal or trade group activities, or (ii) investing his assets as a
     passive investor in other entities or business ventures, provided that he
     performs no management or similar role with respect to such entities or
     ventures and such investment does not violate Section 8 hereof, or (iii)
     serving on the board of directors of his family owned Long Island gas
     station company.

          (c)  TRAVEL. In performing his duties hereunder, Executive
     shall be available for all reasonable travel as the needs of the Employer's
     business may require. Executive shall be based in the metropolitan area of
     New York City (the "New York City metropolitan area").

     3.   COMPENSATION AND BENEFITS. In consideration of Executive's services
hereunder, the Employer shall compensate Executive as provided in this
Section 3.

          (a)  BASE SALARY. The Employer shall pay Executive an aggregate
     minimum annual salary at the rate of $400,000 per annum during the
     Employment Period ("Base Salary"), subject to applicable tax withholding.
     Base Salary shall be payable monthly in accordance with the Employer's
     normal business practices. Solely for the purpose of determining whether
     Executive's Base Salary payable under this Section 3(a) should be
     increased, the Base Salary shall be subject to review by the Employer's
     Board of Directors or Compensation Committee at least once annually.

          (b)  FORGIVABLE LOAN. Within 60 days after the execution of this
     Agreement by Employer and Executive, the Employer shall make a non-recourse
     loan to Executive in the amount of $1,000,000, which shall bear interest at
     the applicable federal rate. The outstanding principal balance of such loan
     and all accrued interest shall be due and payable on the earliest of (i)
     January 17, 2007, (ii) the date on which the Executive's employment is
     terminated by the Employer for Cause, or (iii) the date on which the
     Executive's employment is terminated by the Executive without Good Reason.
     Such loan shall be secured by unrestricted shares of the Employer's common
     stock ("Common Stock") that are beneficially owned by the Executive on the
     date of the loan and that have a closing market value on such date of at
     least $1,000,000. The Executive shall receive all dividends paid with
     respect to such shares of Common Stock, and such shares shall be released
     from collateral and returned to the Executive at the time such loan is
     repaid from sources other than the collateral shares or forgiven pursuant
     to this Section 3(b) or Section 7(a)(i) or upon the Executive's death or
     disability.

     If (i) the Employer achieves, in the aggregate, an 80% return (including
     all dividends and stock appreciation) to shareholders during the period
     beginning on January 1, 2001 and ending on December 31, 2006 and (ii) the
     Executive continues to be employed by the

                                        2
<Page>

     Employer on the final date of the Current Term (January 17, 2007), then the
     outstanding principal balance of such loan and all accrued interest shall
     thereupon be forgiven by the Employer. Notwithstanding anything to the
     contrary contained in this Agreement or any other agreement between
     Executive and the Employer, if the terms of the non-recourse loan described
     in this Section 3(c) are accelerated for any reason, the performance target
     described in subsection (i) of the previous sentence shall not apply.

          (c)  BONUSES. During the Employment Period, Executive shall receive
     such discretionary annual bonuses as the Employer's Board of Directors, in
     its sole discretion, may deem appropriate to reward Executive for job
     performance; PROVIDED, HOWEVER, that Executive's target annual performance
     bonus shall not be less than $200,000. Each of the bonuses described in
     this Section 3(c) shall be subject to applicable tax withholdings.

          (d)  STOCK OPTIONS. During the Employment Period, in the sole
     discretion of the Employer's Board of Directors or a committee thereof,
     Executive shall be eligible to participate in the Employer's then current
     Stock Option and Incentive Plan (the "Plan"), which authorizes the grant
     of stock options, stock awards and the making of loans to acquire stock.

          (e)  EQUITY AWARDS.

               (i)    Effective as of the date that the Original Agreement was
          executed by the Employer and Executive, Executive was granted 150,000
          restricted shares of Common Stock (the "Original Grant"). The Original
          Grant became vested and nonforfeitable as to 22,500 shares on July 17,
          1999 and 22,500 shares on July 17, 2000. The Original Grant shall
          become vested and nonforfeitable as to 22,500 shares on July 17, 2001,
          30,000 shares on July 17, 2002 and 52,500 shares on July 17, 2003,
          subject to (i) the Employer achieving either an 8% increase in funds
          from operations (on a gross dollar basis) or a 15% total return
          (including all dividends and stock appreciation) to shareholders
          during the last fiscal year completed before the applicable vesting
          date, and (ii) the Executive remaining employed by the Employer except
          as otherwise provided herein. The Original Grant shall remain in
          effect in accordance with its terms, except that 22,500 of the shares
          eligible to become vested on July 17, 2003 will, upon satisfaction of
          the otherwise applicable vesting requirements, be added to the grant
          of 105,000 additional restricted shares described in the following
          paragraph.

          Effective as of the date that this Agreement is executed by the
          Employer and Executive, Executive shall be granted 105,000 additional
          restricted shares of Common Stock (the "Subsequent Grant"). Such grant
          (together with the 22,500 shares carried over from the Original Grant)
          shall become vested and nonforfeitable as to 30,000 shares on July 17,
          2004, 30,000 shares on July 17, 2005, 30,000 shares on July 17, 2006
          and 37,500 shares on January 17, 2007, subject to (i) the Employer
          achieving either a 10% increase in funds from operations (on a per
          share basis) or a 15% total return (including all dividends and

                                        3
<Page>

          stock appreciation) to shareholders during the last fiscal year
          completed before the applicable vesting date, and (ii) the Executive
          remaining employed by the Employer except as otherwise provided
          herein. Furthermore, for any vesting period ending in 2004, 2005, 2006
          or 2007, (i) if the Employer achieves either an increase in funds from
          operations (on a per share basis) of at least 8% (but less than 9%) or
          a total return to shareholders of at least 13% (but less than 14%)
          during the last fiscal year completed before the applicable vesting
          date, then 80% of the restricted shares that otherwise would have
          become vested on such vesting date shall become vested, (ii) if the
          Employer achieves either an increase in funds from operations (on a
          per share basis) of at least 9% (but less than 10%) or a total return
          to shareholders of at least 14% (but less than 15%) during the last
          fiscal year completed before the applicable vesting date, then 90% of
          the restricted shares that otherwise would have become vested on such
          vesting date shall become vested, and (iii) if the Employer achieves a
          total return to shareholders in the top one-third of a peer group of
          companies (to be determined each year by the Compensation Committee of
          the Employer's Board of Directors) during the last fiscal year
          completed before the applicable vesting date, then 100% of the
          restricted shares that otherwise would have become vested on such
          vesting date shall become vested.

          If necessary to reach a vesting threshold for any period, the
          Compensation Committee of the Employer's Board of Directors will
          determine such amounts by averaging cumulative increases and returns
          on a look-back or look-forward basis. The Employer shall pay Executive
          an additional cash amount as a tax gross-up upon each vesting date
          equal to 40% of the value of the shares included in Executive's
          taxable income on such date. Executive will receive the full cash
          dividends attributable to all nonforfeited shares of restricted stock,
          regardless of whether such shares have become vested on the record
          date for such dividends.

          (f)  EXPENSES. Executive shall be reimbursed for all reasonable
     business related expenses incurred by Executive at the request of or on
     behalf of the Employer, provided that such expenses are incurred and
     accounted for in accordance with the policies and procedures established by
     the Employer.

          (g)  MEDICAL INSURANCE. During the Employment Period, Executive
     and Executive's immediate family shall be entitled to participate in such
     medical benefit plan as the Employer shall maintain from time to time for
     the benefit of senior executive officers of the Employer and their
     families, on the terms and subject to the conditions set forth in such
     plan. Nothing in this section shall limit the Employer's right to change,
     modify or terminate any benefit plan or program as it sees fit from time to
     time in the normal course of business.

                                        4
<Page>

          (h)  VACATIONS. Executive shall be entitled to reasonable paid
     vacations in accordance with the then regular procedures of the Employer
     governing senior executive officers.

          (i)  OTHER BENEFITS. During the Employment Period, the Employer
     shall provide to Executive such other benefits, including disability
     insurance, sick leave and the right to participate in such retirement or
     pension plans, as are made generally available to senior executive officers
     and employees of the Employer from time to time, as well as the services of
     an exclusive personal assistant.

     4.   INDEMNIFICATION AND LIABILITY INSURANCE. Executive hereby warrants
that his execution of this Agreement, and performance of duties hereunder, does
not constitute the breach of any other executed contract to which Executive may
be a party, and does not constitute the breach of any restrictive covenant by
which Executive may be bound. The Employer agrees to indemnify Executive to the
extent permitted by applicable law from and against any and all losses, damages,
claims, liabilities and expenses for which such indemnified party has not
otherwise been reimbursed (including the costs and expenses of legal counsel
retained by the Employer to defend the Executive and judgments, fines and
amounts paid in settlement actually and reasonably incurred by or imposed on
such indemnified party) with respect to any actions commenced against Executive
either with regard to his entering this Agreement with the Employer or in his
capacity as an officer or director, or former officer or director, of the
Employer or any affiliate thereof for which he may serve in such capacity. The
Employer also agrees to use its best efforts to secure and maintain officers and
directors liability insurance providing coverage for Executive.

     5.   EMPLOYER'S POLICIES. Executive agrees to observe and comply with the
reasonable rules and regulations of the Employer as adopted by its Board of
Directors from time to time regarding the performance of his duties and to carry
out and perform orders, directions and policies communicated to him from time to
time by the Employer's Board of Directors.

     6.   TERMINATION. The Executive's employment hereunder may be terminated
under the following circumstances

          (a)  TERMINATION BY THE EMPLOYER.

               (i)    DEATH. The Executive's employment hereunder shall
          terminate upon his death.

               (ii)   DISABILITY. If, in the reasonable good faith determination
          of the Board of Directors, as a result of the Executive's incapacity
          due to physical or mental illness or disability, the Executive shall
          have been incapable of performing his duties hereunder even with a
          reasonable accommodation on a full-time basis for the entire period of
          three consecutive months or any 90 days in a 180-day period, and
          within 30 days after written Notice of Termination (as defined in
          Section 6(c)) is given he shall not have returned to the performance
          of his duties

                                        5
<Page>

          hereunder on a full-time basis, the Employer may terminate Executive's
          employment hereunder.

               (iii)  CAUSE. The Employer may terminate Executive's employment
          hereunder for Cause. For purposes of the Agreement, "Cause" shall mean
          that the Board of Directors of the Employer concludes, in good faith
          and after reasonable investigation, that: (i) Executive engaged in
          conduct which is a felony under the laws of the United States or any
          state or political subdivision thereof; (ii) Executive engaged in
          conduct constituting a material breach of fiduciary duty, gross
          negligence or willful and material misconduct relating to the
          Employer, material fraud or willful and material misrepresentation
          relating to the business of the Employer; (iii) Executive materially
          breached his obligations or covenants under Section 8(a) of this
          Agreement; or (iv) Executive failed to perform his duties hereunder in
          a manner and at a level consistent with his position and past
          performance after receiving notice from the Employer specifically
          identifying the manner in which Executive has failed to perform (it
          being understood that, for this purpose, the manner and level of
          Executive's performance shall not be determined based on the financial
          performance of the Employer).

               (iv)   WITHOUT CAUSE. Executive's employment hereunder may be
          terminated by the Employer at any time with or without Cause (as
          defined in Section 6(a)(iii) above), by a majority vote of all of the
          members of the Board of Directors of the Employer upon written notice
          to Executive, subject only to the severance provisions specifically
          set forth in Section 7.

          (b)  TERMINATION BY THE EXECUTIVE.

               (i)    DISABILITY. The Executive may terminate his employment
          hereunder for Disability within the meaning of Section 6(a)(ii) above.

               (ii)   WITH GOOD REASON. Executive's employment hereunder may be
          terminated by Executive with Good Reason effective immediately by
          written notice to the Board of Directors of the Employer. For purposes
          of this Agreement, with "Good Reason" shall mean: (i) a failure of the
          Board of Directors of the Employer to elect Executive to offices with
          the same or substantially the same duties and responsibilities as set
          forth in Section 2 or to continue Executive's reporting relationship
          as set forth in Section 2; (ii) a material failure by the Employer to
          comply with the provisions of Section 3 or a material breach by the
          Employer of any other provision of this Agreement which has not been
          cured within 30 days after notice of noncompliance (specifying the
          nature of the noncompliance), has been given by the Executive to the
          Employer; (iii) a Force Out upon or following a Change-in-Control (as
          such terms are defined in Section 6(d) below); (iv) a material
          diminution of Executive's duties and responsibilities with respect to
          the investment activities of the Employer, or (v) the Employer's

                                        6
<Page>

          requiring Executive to be based in an office located more than 50
          miles from Manhattan.

          (c)  NOTICE OF TERMINATION. Any termination of the Executive's
     employment by the Employer or by the Executive (other than termination
     pursuant to subsection (a)(i) hereof) shall be communicated by written
     Notice of Termination to the other party hereto in accordance with Section
     10 of this Agreement. For purposes of this Agreement, a "Notice of
     Termination" shall mean a notice which shall indicate the specific
     termination provision in this Agreement relied upon and, as applicable,
     shall set forth in reasonable detail the fact and circumstances claimed to
     provide a basis for termination of the Executive's employment under the
     provision so indicated.

               (d)    DEFINITIONS. The following terms shall be defined as set
          forth below.

               (i)    A "Change-in-Control" shall be deemed to have occurred if:

                      (A)  any Person, together with all "affiliates" and
               "associates" (as such terms are defined in Rule 12b-2 under the
               Securities Exchange Act of 1934 (the "Exchange Act")) of such
               Person, shall become the "beneficial owner" (as such term is
               defined in Rule 13d-3 under the Exchange Act), directly or
               indirectly, of securities of the Employer representing 40% or
               more of either (A) the combined voting power of the Employer's
               then outstanding securities having the right to vote in an
               election of the Employer's Board of Directors ("Voting
               Securities") or (B) the then outstanding shares of all classes of
               stock of the Employer (in either such case other than as a result
               of the acquisition of securities directly from the Employer); or

                      (B)  individuals who constitute the Employer's Board of
               Directors (the "Incumbent Directors") cease for any reason,
               including, without limitation, as a result of a tender offer,
               proxy contest, merger or similar transaction, to constitute at
               least a majority of the Employer's Board of Directors, provided
               that any person becoming a director of the Employer whose
               election or nomination for election was approved by a vote of at
               least a majority of the Incumbent Directors shall, for purposes
               of this Agreement, be considered an Incumbent Director; or

                      (C)  the stockholders of the Employer shall approve (1)
               any consolidation or merger of the Employer or any subsidiary
               where the stockholders of the Employer, immediately prior to the
               consolidation or merger, would not, immediately after the
               consolidation or merger, beneficially own (as such term is
               defined in Rule 13d-3 under the Exchange Act), directly or
               indirectly, shares representing in the aggregate at least 50% of
               the voting shares of the corporation issuing cash or

                                        7
<Page>

               securities in the consolidation or merger (or of its ultimate
               parent corporation, if any), (2) any sale, lease, exchange or
               other transfer (in one transaction or a series of transactions
               contemplated or arranged by any party as a single plan) of all or
               substantially all of the assets of the Employer or (3) any plan
               or proposal for the liquidation or dissolution of the Employer;

               Notwithstanding the foregoing, a "Change-in-Control" shall not be
          deemed to have occurred for purposes of the foregoing clause (A)
          solely as the result of an acquisition of securities by the Employer
          which, by reducing the number of shares of stock or other Voting
          Securities outstanding, increases (x) the proportionate number of
          shares of stock of the Employer beneficially owned by any Person to
          40% or more of the shares of stock then outstanding or (y) the
          proportionate voting power represented by the Voting Securities
          beneficially owned by any Person to 40% or more of the combined voting
          power of all then outstanding Voting Securities; PROVIDED, HOWEVER,
          that if any Person referred to in clause (x) or (y) of this sentence
          shall thereafter become the beneficial owner of any additional stock
          of the Employer or other Voting Securities (other than pursuant to a
          share split, stock dividend, or similar transaction), then a
          "Change-in-Control" shall be deemed to have occurred for purposes of
          the foregoing clause (A). In addition, notwithstanding the foregoing,
          a "Change-in-Control" shall not be deemed to have occurred if Stephen
          L. Green continues to serve as Chairman of the Board of Directors or
          the equivalent of the surviving entity of any event listed in the
          foregoing clause (A), (B) or (C) and no Force Out (as defined below)
          has occurred with respect to the Executive.

               (ii)   A "Force Out" shall be deemed to have occurred in the
          event of a Change-in-Control together with or followed by:

                      (A)  a change in duties, responsibilities, status or
               positions with the Employer that does not represent a promotion
               from or maintaining of Executive's duties, responsibilities,
               status or positions as in effect immediately prior to the
               Change-in-Control, or any removal of Executive from or any
               failure to reappoint or reelect Executive to such positions,
               except in connection with the termination of Executive's
               employment for Cause, disability, retirement or death;

                      (B)  a reduction by the Employer in Executive's Base
               Salary as in effect immediately prior to the Change-in-Control;

                      (C)  the failure by the Employer to continue in effect any
               of the benefit plans in which Executive is participating at the
               time of the Change-in-Control of the Employer (unless Executive
               is permitted to participate in any substitute benefit plan with
               substantially the same terms and to the same extent and with the
               same rights as Executive had with respect to the

                                        8
<Page>

               benefit plan that is discontinued) other than as a result of the
               normal expiration of any such benefit plan in accordance with its
               terms as in effect at the time of the Change-in-Control, or the
               taking of any action, or the failure to act, by the Employer
               which would adversely affect Executive's continued participation
               in any of such benefit plans on at least as favorable a basis to
               Executive as was the case on the date of the Change-in-Control or
               which would materially reduce Executive's benefits in the future
               under any of such benefit plans or deprive Executive of any
               material benefits enjoyed by Executive at the time of the
               Change-in-Control; PROVIDED, HOWEVER, that any such action or
               inaction on the part of the Employer, including any modification,
               cancellation or termination of any benefits plan, undertaken in
               order to maintain such plan in compliance with any federal, state
               or local law or regulation governing benefits plans, including,
               but not limited to, the Employment Retirement Income Security Act
               of 1974, shall not constitute a Force Out for the purposes of
               this Agreement.

                      (D)  the Employer's requiring Executive to be based in an
               office located more than 50 miles from Manhattan, except for
               required travel relating to the Employer's business to an extent
               substantially consistent with the business travel obligations
               which Executive undertook on behalf of the Employer prior to the
               Change-in-Control;

                      (E)  the failure by the Employer to obtain from any
               successor to the Employer an agreement to be bound by this
               Agreement pursuant to Section 13 hereof; or

               (iii)  "Person" shall have the meaning used in Sections 13(d)and
          14(d) of the Exchange Act; provided however, that the term "Person"
          shall not include (A) Stephen L. Green or Nancy A. Peck, or (B) the
          Employer, any of its subsidiaries, or any trustee, fiduciary or other
          person or entity holding securities under any employee benefit plan of
          the Employer or any of its subsidiaries.

     7.   COMPENSATION UPON TERMINATION OR DURING DISABILITY.

          (a)  TERMINATION WITHOUT CAUSE OR WITH GOOD REASON. If (i) Executive
     is terminated without Cause pursuant to Section 6(a)(iv) above, or (ii)
     Executive shall terminate his employment hereunder with Good Reason
     pursuant to Section (6)(b)(ii) above, then the Employment Period shall
     terminate as of the effective date set forth in the written notice of such
     termination (the "Termination Date") and Executive shall be entitled to the
     following benefits:

               (i)    The Employer shall forgive the $1,000,000 non-recourse
          loan provided in Section 3(b) of this Agreement (if such termination
          occurs before January 17, 2007) and continue to pay Executive's Base
          Salary (at the rate in

                                        9
<Page>

          effect on the date of his termination) and annual performance bonus
          (based on the amount paid for the immediately preceding year) for the
          remaining term of the Employment Period after the date of Executive's
          termination, on the same periodic payment dates as payment would have
          been made to Executive had the Employment Period not been terminated;
          PROVIDED, HOWEVER, that if such termination occurs upon or following a
          Change-in-Control, the Employer shall continue to pay Executive's Base
          Salary (at the rate in effect on the date of his termination) and
          annual performance bonus (based on the highest amount paid for the
          three preceding years) for the remaining term of the Employment Period
          after the date of Executive's termination.

               (ii)   For the remaining term of the Employment Period, Executive
          shall continue to receive all benefits described in Section 3 existing
          on the date of termination, including, but not limited to, any bonuses
          or equity awards described in Section 3 of this Agreement, subject to
          the terms and conditions upon which such benefits may be offered. For
          purposes of the application of such benefits, Executive shall be
          treated as if he had remained in the employ of the Employer with a
          Base Salary at the rate in effect on the date of termination;

               (iii)  Any unvested shares of restricted stock granted to the
          Executive by the Employer shall become vested on the date of the
          Executive's termination, any unexercisable stock options granted to
          the Executive by the Employer shall become exercisable on the date of
          the Executive's termination, and any unexercised stock options granted
          to the Executive by the Employer shall remain exercisable until the
          earlier of (A) the date on which the term of such stock options
          otherwise would have expired, or (B) the second January 1 after the
          date of the Executive's termination;

               (iv)   If Executive obtains other employment, or receives any
          compensation, income or benefits from services rendered to any person
          or entity during the remaining term of Employment Period after the
          date of Executive's termination, the Base Salary and bonus payments
          due under Section 7(a)(i) will be reduced by the amount of such
          compensation, income, or benefits, except that in no event shall the
          Base Salary and bonus payments due under Section 7(a)(i) be reduced to
          less than the amount of such payments that would have been received by
          Executive over a one year period. Executive shall give prompt notice
          to the Employer of any such employment undertaken or services rendered
          by him, which notice shall include a description of the compensation,
          income or benefits he will receive, and the date of receipt. Executive
          shall also give prompt notice to the Employer of any changes in such
          employment or income.

               (v)    If in the opinion of tax counsel selected by the Executive
          and reasonably acceptable to the Employer, the Executive has or will
          receive any compensation (including without limitation as a result of
          the accelerated vesting of

                                       10
<Page>

          equity awards) or recognize any income (whether or not pursuant to
          this Agreement or any plan or other arrangement of the Employer and
          whether or not the Employment Period or the Executive's employment
          with the Employer has terminated) which will constitute an "excess
          parachute payment" within the meaning of Section 280G(b)(l) of the
          Internal Revenue Code (the "Code") (or for which a tax is otherwise
          payable under Section 4999 of the Code or any successor provision
          thereto), then the Employer shall pay the Executive an additional
          amount (the "Additional Amount") equal to the sum of (i) all taxes
          payable by the Executive under Section 4999 of the Code with respect
          to all such excess parachute payments and any such Additional Amount,
          plus (ii) all federal, state and local income taxes payable by
          Executive with respect to any such Additional Amount. Any amounts
          payable pursuant to this paragraph (v) shall be paid by the Employer
          to the Executive within 30 days of each written request therefor made
          by the Executive.

          (b)  TERMINATION FOR CAUSE OR WITHOUT GOOD REASON. If (i) Executive
     is terminated for Cause pursuant to Section 6(a)(iii) above, or (ii)
     Executive shall voluntarily terminate his employment hereunder without Good
     Reason pursuant to Section 6(b)(ii) above, then the Employment Period shall
     terminate as of the effective date set forth in the written notice of such
     termination (the "Termination Date") and Executive shall be entitled to
     receive only his Base Salary at the rate then in effect until the
     Termination Date and any outstanding stock options held by Executive shall
     expire in accordance with the terms of the stock option plan or option
     agreement under which the stock options were granted.

          (c)  TERMINATION BY REASON OF DEATH. If Executive's employment
     terminates due to his death, the Employer shall pay Executive's Base Salary
     plus any applicable pro rata portion of the annual performance bonus
     described in Section 3(c) above for a period of six months from the date of
     his death, or such longer period as the Employer's Board of Directors may
     determine, to Executive's estate or to a beneficiary designated by
     Executive in writing prior to his death. If such death occurs during a
     vesting period, a pro rata portion of the unvested shares of restricted
     stock granted to the Executive that otherwise would have become vested upon
     the conclusion of such vesting period shall become vested on the date of
     the Executive's termination due to his death, and a pro rata portion of the
     unexercisable stock options granted to the Executive that otherwise would
     have become exercisable upon the conclusion of such vesting period shall
     become exercisable on the date of the Executive's termination due to such
     death. Furthermore, upon such death, any unexercised stock options granted
     to the Executive shall remain exercisable until the earlier of (A) the date
     on which the term of such stock options otherwise would have expired, or
     (B) the second January 1 after the date of the Executive's termination due
     to his death.

          (d)  TERMINATION BY REASON OF DISABILITY. In the even that Executive's
     employment terminates due to his disability as defined in Section 6(a)(ii)
     above,

                                       11
<Page>

     Executive shall be entitled to be paid his Base Salary plus any applicable
     pro rata portion of the annual performance bonus described in Section 3(c)
     above for a period of six months from the date of such termination, or such
     longer period as the Employer's Board of Directors may determine. If such
     disability occurs during a vesting period, a pro rata portion of the
     unvested shares of restricted stock granted to the Executive that otherwise
     would have become vested upon the conclusion of such vesting period shall
     become vested on the date of the Executive's termination due to his
     disability, and a pro rata portion of the unexercisable stock options
     granted to the Executive that otherwise would have become exercisable upon
     the conclusion of such vesting period shall become exercisable on the date
     of the Executive's termination due to such disability. Furthermore, upon
     such disability, any unexercised stock options granted to the Executive
     shall remain exercisable until the earlier of (A) the date on which the
     term of such stock options otherwise would have expired, or (B) the second
     January 1 after the date of the Executive's termination due to his
     disability.

          (e)  ARBITRATION IN THE EVENT OF A DISPUTE REGARDING THE NATURE OF
     TERMINATION. In the event that the Executive's employment is terminated by
     the Employer for Cause or by Executive for Good Reason, and either party
     contends that such Cause or Good Reason did not exist, the parties agree to
     submit such claim to arbitration before the American Arbitration
     Association ("AAA"), and Executive and Employer hereby agrees to submit to
     any such dispute to arbitration pursuant to the terms of this Section 7(c).
     In such a proceeding, the only issue before the arbitrator will be whether
     Executive's employment was in fact terminated for Cause or for Good Reason,
     as the case may be. If the arbitrator determines that Executive's
     employment was terminated by the Employer without Cause or was terminated
     by Executive for Good Reason, the only remedy that the arbitrator may award
     is an amount equal to the severance payments specified in Section 7, the
     costs of arbitration, and Executive's attorneys' fees. If the arbitrator
     finds that Executive's employment was terminated by the Employer for Cause
     or by the Executive without Good Reason, the arbitrator will be without
     authority to award Executive anything, and the parties will each be
     responsible for their own attorneys' fees, and the costs of arbitration
     will be paid 50% by Executive and 50% by the Employer.

     8.   CONFIDENTIALLY; PROHIBITED ACTIVITIES. The Executive and the Employer
recognize that due to the nature of his employment and relationship with the
Employer, the Executive has access to and develops confidential business
information, proprietary information, and trade secrets relating to the business
and operations of the Employer. The Executive acknowledges that such information
is valuable to the business of the Employer, and that disclosure to, or use for
the benefit of, any person or entity other than the Employer, would cause
irreparable damage to the Employer. The Executive further acknowledges that his
duties for the Employer include the duty to develop and maintain client,
customer, employee, and other business relationships on behalf of the Employer;
and that access to and development of those close business relationships for the
Employer render his services special, unique and extraordinary. In recognition
that the good will and business relationships described herein are valuable to
the Employer, and that loss

                                       12
<Page>

of or damage to those relationships would destroy or diminish the value of the
Employer, the Executive agrees as follows:

          (a)  CONFIDENTIALITY. During the term of this Agreement (including any
     renewals), and at all times thereafter, the Executive shall maintain the
     confidentiality of all confidential or proprietary information of the
     Employer ("Confidential Information"), and, except in furtherance of the
     business of the Employer or as specifically required by law or by court
     order, he shall not directly or indirectly disclose any such information to
     any person or entity; nor shall he use Confidential Information for any
     purpose except for the benefit of the Employer. For purposes of the
     Agreement, "Confidential Information" includes, without limitation: client
     or customer lists, identities, contacts, business and financial information
     (excluding those of Executive prior to employment with Employer);
     investment strategies; pricing information or policies, fees or commission
     arrangements of the Employer; marketing plans, projections, presentations
     or strategies of the Employer; financial and budget information of the
     Employer; new personnel acquisition plans; and all other business related
     information which has not been publicly disclosed by the Employer. This
     restriction shall apply regardless of whether such Confidential Information
     is in written, graphic, recorded, photographic, data or any machine
     readable form or is orally conveyed to, or memorized by, the Executive.

          (b)  PROHIBITED ACTIVITIES. Because Executive's services to the
     Employer are essential and because Executive has access to the Employer's
     Confidential Information, Executive covenants and agrees that:

               (i)    during the Employment Period, Executive will not, in any
          location, without the prior written consent of the Chairman of the
          Board of Directors of the Employer, directly or indirectly
          (individually, or through or on behalf of another entity as owner,
          partner, agent, employee, consultant, or in any other capacity),
          engage, participate or assist, as an owner, partner, employee,
          consultant, director, officer, trustee or agent, in any business that
          engages or attempts to engage, directly or indirectly, in any aspect
          of the commercial real estate business (including, without limitation,
          ownership, management, technology, parking, leasing and/or financing)
          (all such direct or indirect activity or involvement described in this
          Section 8(b)(i), the "Prohibited Activities"); and

               (ii)   in the event of a Change in Control during the Employment
          Period, the prohibitions set forth in Section 8(b)(i) above shall
          cease to apply, and in the alternative Executive will not, during the
          Employment Period, without the prior written consent of the Chairman
          of the Board of Directors of the Employer, engage in any Prohibited
          Activites in any location in which the Employer is actively engaged in
          that business; and

               (iii)  in the event that this Agreement is terminated (A) by the
          Employer for Cause or (B) by the Executive for any reason other than
          death, disability, Good Reason or the expiration of the term of the
          Agreement, Executive will not,

                                       13
<Page>

          during the Noncompetition Period, without the prior written consent of
          the Chairman of the Board of Directors of the Employer, engage in any
          Prohibited Activities in any location; and

               (iv)   in the event that this Agreement is terminated for any of
          the reasons set forth in Section 8(b)(iii) above, and a Change in
          Control either has occurred prior to such termination or occurs
          subsequent to such termination, the prohibitions set forth in Section
          8(b)(iii) above shall not apply (or shall cease to apply), and in the
          alternative Executive will not, during the Noncompetition Period,
          without the prior written consent of the Chairman of the Board of
          Directors of the Employer, engage in any Prohibited Activities in any
          location in which the Employer is actively engaged in that business;
          and

               (v)    during the Employment Period, and during the two-year
          period following the termination of the Executive by either party for
          any reason (including the expiration of the term of the Agreement),
          Executive will not, without the prior written consent of the Chairman
          of the Board of Directors of the Employer, directly or indirectly
          (individually, or through or on behalf of another entity as owner,
          partner, agent, employee, consultant, or in any other capacity),
          solicit, encourage, or engage in any activity to induce any Employee
          of the Employer to terminate employment with the Employer, or to
          become employed by, or to enter into a business relationship with, any
          other person or entity. For purposes of this subsection, the term
          Employee means any individual who is an employee of or consultant to
          the Employer (or any affiliate) during the six-month period prior to
          Executive's last day of employment.

          (c)  NONCOMPETITION PERIOD. For purposes of this Section 8, the
     Noncompetition Period shall mean the period commencing on the date of
     termination of Executive's employment under this Agreement and ending on
     the later of: (i) the first anniversary of the date of termination of
     Executive's employment under this Agreement; or (ii) the earlier of (A) the
     fifth Anniversary of the Original Agreement, or (B) the second anniversary
     of the date of termination of Executive's employment under this Agreement.

          (d)  PASSIVE INVESTMENTS. During the term of Employment Period,
     notwithstanding anything contained herein to the contrary, Executive is not
     prohibited by this Section 8 from making investments in any entity that
     engages, directly or indirectly, in the acquisition, development,
     construction, operation, management or leasing of office real estate
     properties, regardless of where they are located if Executive's aggregate
     direct cash equity investment in such entity constitutes less than fifteen
     percent (15%) of the equity ownership of such entity.

          (e)  EMPLOYER PROPERTY. The Executive acknowledges that all originals
     and copies of materials, records and documents generated by him or coming
     into his possession during his employment by the Employer are the sole
     property of the Employer

                                       14
<Page>

     ("Employer Property"). During his employment, and at all times thereafter,
     the Executive shall not remove, or cause to be removed, from the premises
     of the Employer, copies of any record, file, memorandum, document, computer
     related information or equipment, or any other item relating to the
     business of the Employer, except in furtherance of his duties under the
     Agreement. When the Executive terminates his employment with the Employer,
     or upon request of the Employer at any time, the Executive shall promptly
     deliver to the Employer all originals and copies of Employer Property in
     his possession or control and shall not retain any originals or copies in
     any form.

          (f)  NO DISPARAGEMENT. Following termination of the Executive's
     employment for any reason, the Executive shall not disclose or cause to be
     disclosed any negative, adverse or derogatory comments or information about
     (i) the Employer and its parent, affiliates or subsidiaries, if any; (ii)
     any product or service provided by the Employer and its parent, affiliates
     or subsidiaries, if any; (iii) the Employer's and its parent's, affiliates'
     or subsidiaries' prospects for the future. Following termination of the
     Executive's employment for any reason other than for Cause, the Employer
     shall not disclose or cause to be disclosed any negative, adverse or
     derogatory comments or information about the Executive.

          (g)  REMEDIES. The Executive declares that the foregoing limitations
     in Sections 8(a) through 8(f) above are reasonable and necessary for the
     adequate protection of the business and the goodwill of the Employer. In
     any restriction contained in this Section 8 shall be deemed to be invalid,
     illegal or unenforceable by reason of the extent, duration or scope
     thereof, or otherwise, then the court making such determination shall have
     the right to reduce such extent, duration, scope, or other provisions
     hereof to make the restriction consistent with applicable law, and in its
     reduced form such restriction shall then be enforceable in the manner
     contemplated hereby. In the event that the Executive breaches any of the
     promises contained in this Section 8, the Executive acknowledges that the
     Employer's remedy at law for damages will be inadequate and that the
     Employer will be entitled to specific performance, a temporary restraining
     order or preliminary injunction to prevent the Executive's prospective or
     continuing breach and to maintain the status quo. The existence of this
     right to injunctive relief, or other equitable relief, or the Employer's
     exercise of any of these rights, shall not limit any other rights or
     remedies the Employer may have in law or in equity, including, without
     limitation, the right to arbitration contained in Section 7(e) hereof and
     the right to compensatory and monetary damages. In the event that a final
     non-appealable judgment is entered in favor of one of the parties, that
     party shall be reimbursed by the other party for all costs and attorneys'
     fees incurred by such party in such action. Executive hereby agrees to
     waive his right to a jury trial with respect to any action commenced to
     enforce the terms of this Agreement.

          (h)  TRANSITION. Regardless of the reason for his departure from the
     Employer, the Executive agrees that at Employer's sole costs and expense,
     for a period of not more

                                       15
<Page>

     than thirty (30) days after termination of Executive, he shall take all
     steps reasonably requested by the Employer to effect a successful
     transition of client and customer relationships to the person or persons
     designated by the Employer.

          (i)  COOPERATION WITH RESPECT TO LITIGATION. During the Employment
     period and at all times thereafter, Executive agrees to give prompt written
     notice to the Employer of any claim or injury relating to the Employer and
     to cooperate fully, in good faith and to the best of his ability with the
     Employer in connection with any and all pending, potential or future
     claims, investigations or actions which directly or indirectly relate to
     any action, event or activity about which Executive may have knowledge in
     connection with or as a result of his employment by the Employer
     hereinunder. Such cooperation will include all assistance that the
     Employer, its counsel or its representatives may reasonably request,
     including reviewing documents, meeting with counsel, providing factual
     information and material, and appearing or testifying as a witness;
     provided, however, that the Employer will reimburse Executive for all
     reasonable expenses, including travel, lodging and meals, incurred by him
     in fulfilling his obligations under this Section 8(i) and, except as may be
     required by law or by court order, should Executive then be employed by an
     entity other than the Employer, such cooperation will not materially
     interfere with Executive's then current employment.

          (j)  SURVIVAL. The provisions of this Section 8(a) shall survive
     termination of the Executive's employment and those of Section 8(b) shall
     survive for the periods specified therein. The covenants contained in
     Section 8 shall be construed as independent of any of other provisions
     contained in this Agreement and shall be enforceable regardless of whether
     the Executive has a claim against the Employer under the Agreement or
     otherwise.

     9.   CONFLICTING AGREEMENTS. Executive hereby represents and warrants that
the execution of this Agreement and the performance of his obligations hereunder
will not breach or be in conflict with any other agreement to which he is a
party or is bound, and that he is not now subject to any covenants against
competition or similar covenants which would affect the performance of his
obligations hereunder.

     10.  NOTICES. All notices or other communications required or permitted to
be given hereunder shall be in writing and shall be delivered by hand and or
sent by prepaid telex, cable or other electronic devices or sent, postage
prepaid, by registered or certified mail or telecopy or overnight courier
service and shall be deemed given when so delivered by hand, telexed, cabled or
telecopied, or if mailed, three days after mailing (one business day in the case
of express mail or overnight courier service), as follows:

               (a)    if to the Executive:

                      Marc Holliday
                      3 Murray Hill Road
                      Scarsdale, New York 10583

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<Page>

               (b)    if to the Employer:

                      SL Green Realty Corp.
                      420 Lexington Avenue
                      New York, New York 10170

     or such other address as either party may from time to time specify by
     written notice to the other party hereto.

     11.  AMENDMENTS. No amendment, modification or waive in respect of this
Agreement shall be effective unless it shall be in writing and signed by the
party against whom such amendment, modification or waive is sought.

     12.  SEVERABILITY. If any provision of this Agreement (or any portion
thereof) or the application of any such provision (or any portion thereof) to
any person or circumstances shall be held invalid, illegal or unenforceable in
any respect by a court of competent jurisdiction, such invalidity, illegality or
unenforceability shall not affect any other provision hereof (or the remaining
portion hereof) or the application of such provision to any other persons or
circumstances.

     13.  SUCCESSORS. Neither this Agreement nor any rights hereunder may be
assigned or hypothecated by the Executive. This Agreement may be assigned by the
Employer and shall be binding upon, and insure to the benefit of, the Employer's
successors and assigns.

     14.  COUNTERPARTS. This Agreement may be executed in one or more
counterparts, all of which shall be considered one and the same agreement, and
shall become effective when one or more such counterparts have been signed by
each of the parties and delivered to the other party.

     15.  GOVERNING LAW. This Agreement shall be governed by and construed in
accordance with the laws of the State of New York applicable to agreements made
and to be performed entirely within such State, without regard to the conflicts
of law principles of such State.

     16.  CHOICE OF VENUE. Executive agrees to submit to the jurisdiction of the
United States District Court for the Southern District of New York or the
Supreme Court of the State of New York, New York County, for the purpose of any
action to enforce any of the terms of this Agreement.

     17.  ENTIRE AGREEMENT. This Agreement contains the entire agreement and
understanding between the parties hereto with respect to the subject matter
hereof and supersedes all prior agreements and understandings relating to such
subject matter. The parties hereto shall not be liable or bound to any other
party in any manner by any representations, warranties or covenants relating to
such subject matter except as specifically set forth herein.

                                       17
<Page>

     18.  PARAGRAPH HEADINGS. Paragraph headings used in this Agreement are
included for convenience of reference only and will not affect the meaning of
any provision of this agreement.

     19.  BOARD APPROVAL. Employer represents that its Board of Directors has
approved the economic terms of this Agreement.

                                       18
<Page>

     IN   WITNESS WHEREOF, this Agreement is entered into as of the date and
year first above written.

January 17,2001


                                                  SL GREEN REALTY CORP.


                                                  By: /s/ Stephen L. Green
                                                     ---------------------------
                                                     Name:  Stephen  L. Green
                                                     Title: Chairman


                                                  /s/ Marc Holliday
                                                  ------------------------------
                                                  Marc Holliday

                                       19

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.9
<SEQUENCE>11
<FILENAME>a2091718zex-10_9.txt
<DESCRIPTION>EXHIBIT 10.9
<TEXT>
<Page>

                                                                    EXHIBIT 10.9

                     EMPLOYMENT AND NONCOMPETITION AGREEMENT

     This EMPLOYMENT AND NONCOMPETITION AGREEMENT ("Agreement") is made as of
the 26 day of February, 2001 between Michael Reid ("Executive") and SL Green
Realty Corp., a Maryland corporation with its principal place of business at 420
Lexington Avenue, New York, New York 10170 (the "Employer").

     1.   TERM. The term of this Agreement shall commence on the date first
above written and, unless earlier terminated as provided in Section 6 below,
shall terminate on the third anniversary of the date of this Agreement (the
"Original Term"); PROVIDED, HOWEVER, that Section 8 hereof shall survive the
termination of this Agreement as provided therein. The Original Term may be
extended for such period or periods, if any, as may be mutually agreed to in
writing by Executive and the Employer (each a "Renewal Term"). If either party
intends not to extend the Original Term, such party will give the other party at
least six (6) months' written notice of such intention. If either party gives
such notice with less than six(6) months remaining in the Original Term, the
term of this Agreement shall be extended until the date which is six (6) months
after the date on which the notice is given. The period of Executive's
employment hereunder consisting of the Original Term and all Renewal Terms, if
any, is herein referred to as the "Employment Period" and an anniversary of the
date of this Agreement is herein referred to as an "Anniversary."

     2.   EMPLOYMENT AND DUTIES.

          (a)  DUTIES. During the Employment Period, Executive shall be employed
     in the business of the Employer and its affiliates. Executive shall serve
     the Employer as a senior corporate executive and, effective no later than
     March 31, 2001, shall have the title of Chief Operating Officer of the
     Employer. Executive will report to the Chief Executive Officer of the
     Employer and, from time to time, as directed by the Chief Executive
     Officer, to the President of the Employer. The Executive shall be
     principally responsible for the operations and the capital markets
     activities of the Employer and shall provide assistance to Employer's Chief
     Executive Officer in connection with such activities. Executive's duties
     and authority shall be as further set forth in the By-laws of the Employer
     and as otherwise established from time to time by the Chief Executive
     Officer of the Employer, but in all events such duties shall be
     commensurate with his position as Chief Operating Officer of the Employer.

          (b)  BUSINESS TIME AND EFFORTS. Executive agrees to his employment as
     described in this Section 2 and agrees to devote substantially all of his
     business time and efforts to the performance of his duties under this
     Agreement, except as otherwise approved by the Board of Directors of the
     Employer; PROVIDED, HOWEVER, that nothing herein shall be interpreted to
     preclude Executive from (i) participating as an officer or director of, or
     advisor to, any charitable or other tax exempt organization or otherwise
     engaging in charitable, fraternal or trade group activities; (ii) investing
     his assets as a passive investor in other entities or business ventures,
     provided that he performs no

<Page>

     management or similar role with respect to such entities or ventures and
     such investment does not violate Section 8 hereof; and/or serving as a
     member of the Board of Directors of a for-profit corporation with the
     approval of the Chief Executive Officer of the Company.

          (c)  TRAVEL. In performing his duties hereunder, Executive shall be
     available for all reasonable travel as the needs of the Employer's business
     may require. Executive shall be based within 25 miles of Manhattan.

     3.   COMPENSATION AND BENEFITS. In consideration of Executive's services
hereunder, the Employer shall compensate Executive as provided in this
Section 3.

          (a)  BASE SALARY. The Employer shall pay Executive an aggregate
     minimum annual salary at the rate of $350,000 per annum during the
     Employment Period ("Base Salary"), subject to applicable tax withholding.
     Base Salary shall be payable monthly in accordance with the Employer's
     normal business practices. Solely for the purpose of determining whether
     Executive's Base Salary payable under this Section 3(a) should be
     increased, the Base Salary shall be subject to review by the Employer's
     Board of Directors or Compensation Committee at least once annually.

          (b)  BONUSES. During the Employment Period, Executive shall receive
     such discretionary annual bonuses as the Employer's Board of Directors, in
     its sole discretion, may deem appropriate to reward Executive for job
     performance; PROVIDED, HOWEVER, that Executive's annual performance bonus
     shall not be less than $150,000. Each of the bonuses described in this
     Section 3(b) shall be subject to applicable tax withholdings.

          (c)  STOCK OPTIONS. During the Employment Period, in the sole
     discretion of the Employer's Board of Directors or a committee thereof,
     Executive shall be eligible to participate in the Employer's then current
     Stock Option and Incentive Plan (the "Plan"), which authorizes the grant of
     stock options, stock awards and the making of loans to acquire the
     Employer's common stock ("Common Stock"). In addition, it is specifically
     agreed that effective as of the date that this Agreement is executed by
     Employer and Executive, Executive shall be granted options to purchase
     50,000 shares of the Common Stock (the "Options"). The Options may be
     granted under the Plan or outside of the Plan. The exercise price per share
     of the Options shall be equal to the fair market value per share of the
     Common Stock on the date of the execution of this Agreement by the Employer
     and Executive. The Options shall have a term of ten years, and shall become
     vested and nonforfeitable as to 20% of the shares covered thereby on each
     of the first five Anniversaries, subject to the Executive remaining
     employed by the Employer except as otherwise provided herein. The Options
     shall be exercisable only in accordance with the terms and conditions of
     the Plan and in accordance with applicable federal, state and local laws
     and regulations; however, if there is any conflict between this Agreement
     and the Plan, this Agreement shall govern.

                                        2
<Page>

          (d)  EQUITY AWARDS. Effective as of the date that this Agreement is
     executed by the Employer and Executive, Executive shall be granted 30,000
     restricted shares of Common Stock. Such grant may be granted under the Plan
     or outside of the Plan. The grant shall become vested and nonforfeitable as
     to 33 1/3% of such shares on the first Anniversary, 33 1/3% of such shares
     on the second Anniversary and 33 1/3% of such shares on the third
     Anniversary in each case subject to (i) the Employer achieving either a 10%
     increase in funds from operations (on a per share basis) or a 15% total
     return (including all dividends and stock appreciation) to shareholders
     during the last fiscal year completed before the applicable vesting date,
     and (ii) the Executive remaining employed by the Employer except as
     otherwise provided herein. Furthermore, (i) if the Employer achieves either
     an increase in funds from operations (on a per share basis) of at least 8%
     (but less than 9%) or a total return to shareholders of at least 13% (but
     less than 14%) during the last fiscal year completed before an applicable
     vesting date, then 80% of the restricted shares that otherwise would have
     become vested on such vesting date shall become vested, (ii) if the
     Employer achieves either an increase in funds from operations (on a per
     share basis) of at least 9% (but less than 10%) or a total return to
     shareholders of at least 14% (but less than 15%) during the last fiscal
     year completed before the applicable vesting date, then 90% of the
     restricted shares that otherwise would have become vested on such vesting
     date shall become vested, and (iii) if the Employer achieves a total return
     to shareholders in the top one-third of a peer group of companies (to be
     determined for such year by the Compensation Committee of the Employer's
     Board of Directors) during the last fiscal year completed before the
     applicable vesting date, then 100% of the restricted shares that otherwise
     would have become vested on such vesting date shall become vested. If
     necessary to reach a vesting threshold for any period, the Compensation
     Committee of the Employer's Board of Directors shall determine such amounts
     by averaging cumulative increases and returns on a look-back or
     look-forward basis. The Employer shall pay Executive an additional cash
     amount as a tax gross-up upon each vesting date equal to 40% of the value
     of the shares included in Executive's taxable income on such date.
     Executive will receive the full cash dividends attributable to all
     nonforfeited shares of restricted stock, regardless of whether such shares
     have become vested on the record date for such dividends.

          (e)  EXPENSES. Executive shall be reimbursed for all reasonable
     business related expenses incurred by Executive at the request of or on
     behalf of the Employer, provided that such expenses are incurred and
     accounted for in accordance with the policies and procedures established by
     the Employer.

          (f)  MEDICAL INSURANCE. During the Employment Period, Executive and
     Executive's immediate family shall be entitled to participate in such
     medical benefit plan as the Employer shall maintain from time to time for
     the benefit of senior executive officers of the Employer and their
     families, on the terms and subject to the conditions set forth in such
     plan. Nothing in this section shall limit the Employer's right to change or
     modify or terminate any benefit plan or program as it sees fit from time to
     time in the normal course of business so long as it does so for all senior
     executives of the Employer.

                                        3
<Page>

          (g)  VACATIONS. Executive shall be entitled to reasonable paid
     vacations in accordance with the then regular procedures of the Employer
     governing senior executive officers.

          (h)  OTHER BENEFITS. During the Employment Period, the Employer shall
     provide to Executive such other benefits, including disability insurance,
     sick leave and the right to participate in such retirement or pension
     plans, as are made generally available to senior executive officers and
     employees of the Employer from time to time, as well as the services of an
     exclusive personal assistant.

     4.   INDEMNIFICATION AND LIABILITY INSURANCE. Executive hereby warrants
that his execution of this Agreement, and performance of duties hereunder, does
not constitute the breach of any other executed contract to which Executive may
be a party, and does not constitute the breach of any restrictive covenant by
which Executive may be bound. The Employer agrees to indemnify Executive to the
extent permitted by applicable law from and against any and all losses, damages,
claims, liabilities and expenses for which such indemnified party has not
otherwise been reimbursed (including the costs and expenses of legal counsel
retained by the Employer to defend the Executive and judgments, fines and
amounts paid in settlement actually and reasonably incurred by or imposed on
such indemnified party) with respect to any actions commenced against Executive
either with regard to his entering this Agreement with the Employer or in his
capacity as an officer or director, or former officer or director, of the
Employer or any affiliate thereof for which he may serve in such capacity. The
Employer also agrees to secure and maintain officers and directors liability
insurance providing coverage for Executive.

     5.   EMPLOYER'S POLICIES. Executive agrees to observe and comply with the
reasonable rules and regulations of the Employer as adopted by its Board of
Directors from time to time regarding the performance of his duties and to carry
out and perform orders, directions and policies communicated to him from time to
time by the Employer's Board of Directors.

     6.   TERMINATION. The Executive's employment hereunder may be terminated
under the following circumstances:

          (a)  Termination by the Employer.

               (i)    DEATH. The Executive's employment hereunder shall
          terminate upon his death.

               (ii)   DISABILITY. If, as a result of the Executive's incapacity
          due to physical or mental illness or disability, the Executive shall
          have been incapable of performing his duties hereunder even with a
          reasonable accommodation on a full-time basis for the entire period of
          four consecutive months or any 120 days in a 180-day period, and
          within 30 days after written Notice of Termination (as defined in
          Section 6(c)) is given he shall not have returned to the performance
          of

                                        4
<Page>

          his duties hereunder on a full-time basis, the Employer may terminate
          Executive's employment hereunder.

               (iii)  CAUSE. The Employer may terminate Executive's employment
          hereunder for Cause. For purposes of the Agreement, "Cause" shall mean
          that: (i) Executive engaged in conduct which is a felony under the
          laws of the United States or any state or political subdivision
          thereof; (ii) Executive engaged in conduct constituting a material
          breach of fiduciary duty, gross negligence or willful and material
          misconduct relating to the Employer, material fraud or willful and
          material misrepresentation relating to the business of the Employer;
          (iii) Executive materially breached his obligations or covenants under
          Section 8(a) of this Agreement; or (iv) Executive repeatedly failed to
          competently perform his duties after receiving notice from the
          Employer specifically identifying the manner in which Executive has
          failed to competently perform and being given sufficient time to
          correct his incompetent performance (it being understood that, for
          this purpose, the manner and level of Executive's performance shall
          not be determined based on the financial performance of the Employer).
          Clause (iv) of this Section shall be null and void after the first
          eighteen (18) months of this Agreement.

               (iv)   WITHOUT CAUSE. Executive's employment hereunder may be
          terminated by the Employer at any time with or without Cause (as
          defined in Section 6(a)(iii) above), by a majority vote of all of the
          members of the Board of Directors of the Employer upon written notice
          to Executive, subject only to the severance provisions specifically
          set forth in Section 7.

          (b)  Termination by the Executive.

               (i)    DISABILITY. The Executive may terminate his employment
          hereunder for Disability within the meaning of Section 6(a)(ii) above.

               (ii)   WITH GOOD REASON. Executive's employment hereunder may be
          terminated by Executive with Good Reason effective immediately by
          written notice to the Board of Directors of the Employer. For purposes
          of this Agreement, with "Good Reason" shall mean: (i) a failure of the
          Board of Directors of the Employer to elect Executive to offices with
          the same or substantially the same duties and responsibilities as set
          forth in Section 2 or to continue Executive's reporting relationship
          as set forth in Section 2; (ii) a failure by the Employer to comply
          with the provisions of Section 3; (iii) a material breach by the
          Employer of any other provision of this Agreement which has not been
          cured within 30 days after notice of noncompliance (specifying the
          nature of the noncompliance), has been given by the Executive to the
          Employer; or (iv) a Force Out upon or following a Change-in-Control
          (as such terms are defined in Section 6(d) below).

                                        5
<Page>

               (iii)  NOTICE OF TERMINATION. Any termination of the Executive's
          employment by the Employer or by the Executive (other than termination
          pursuant to subsection (a)(i) hereof) shall be communicated by written
          Notice of Termination to the other party hereto in accordance with
          Section 10 of this Agreement. For purposes of this Agreement, a
          "Notice of Termination" shall mean a notice which shall indicate the
          specific termination provision in this Agreement relied upon and, as
          applicable, shall set forth in reasonable detail the fact and
          circumstances claimed to provide a basis for termination of the
          Executive's employment under the provision so indicated.

          (c)  DEFINITIONS. The following terms shall be defined as set forth
     below.

               (i)    A "Change-in-Control" shall be deemed to have occurred if:

                      (A)   any Person, together with all "affiliates" and
               "associates" (as such terms are defined in Rule 12b-2 under the
               Securities Exchange Act of 1934 (the "Exchange Act")) of such
               Person, shall become the "beneficial owner" (as such term is
               defined in Rule 13d-3 under the Exchange Act), directly or
               indirectly, of securities of the Employer representing 40% or
               more of either (A) the combined voting power of the Employer's
               then outstanding securities having the right to vote in an
               election of the Employer's Board of Directors ("Voting
               Securities") or (B) the then outstanding shares of all classes of
               stock of the Employer (in either such case other than as a result
               of the acquisition of securities directly from the Employer); or

                      (B)   individuals who constitute the Employer's Board of
               Directors (the "Incumbent Directors") cease for any reason,
               including, without limitation, as a result of a tender offer,
               proxy contest, merger or similar transaction, to constitute at
               least a majority of the Employer's Board of Directors, provided
               that any person becoming a director of the Employer whose
               election or nomination for election was approved by a vote of at
               least a majority of the Incumbent Directors shall, for purposes
               of this Agreement, be considered an Incumbent Director; or

                      (C)   the stockholders of the Employer shall approve
               (1) any consolidation or merger of the Employer or any subsidiary
               where the stockholders of the Employer, immediately prior to the
               consolidation or merger, would not, immediately after the
               consolidation or merger, beneficially own (as such term is
               defined in Rule 13d-3 under the Exchange Act), directly or
               indirectly, shares representing in the aggregate at least 50% of
               the voting shares of the corporation issuing cash or securities
               in the consolidation or merger (or of its ultimate parent
               corporation, if any), (2) any sale, lease, exchange or other
               transfer (in one transaction or a series of transactions
               contemplated or arranged by any

                                        6
<Page>

               party as a single plan) of all or substantially all of the assets
               of the Employer or (3) any plan or proposal for the liquidation
               or dissolution of the Employer;

               Notwithstanding the foregoing, a "Change-in-Control" shall not be
          deemed to have occurred for purposes of the foregoing clause (A)
          solely as the result of an acquisition of securities by the Employer
          which, by reducing the number of shares of stock or other Voting
          Securities outstanding, increases (x) the proportionate number of
          shares of stock of the Employer beneficially owned by any Person to
          40% or more of the shares of stock then outstanding or (y) the
          proportionate voting power represented by the Voting Securities
          beneficially owned by any Person to 40% or more of the combined voting
          power of all then outstanding Voting Securities; PROVIDED, HOWEVER,
          that if any Person referred to in clause (x) or (y) of this sentence
          shall thereafter become the beneficial owner of any additional stock
          of the Employer or other Voting Securities (other than pursuant to a
          share split, stock dividend, or similar transaction), then a
          "Change-in-Control" shall be deemed to have occurred for purposes of
          the foregoing clause (A). In addition, notwithstanding the foregoing,
          a "Change-in-Control" shall not be deemed to have occurred if
          Stephen L. Green continues to serve as Chairman of the Board of
          Directors or the equivalent of the surviving entity of any event
          listed in the foregoing clause (A), (B) or (C) and no Force Out (as
          defined below) has occurred with respect to the Executive.

               (ii)   A "Force Out" shall be deemed to have occurred in the
          event of a Change-in-Control together with or followed by:

                      (A)   a change in duties, responsibilities, status or
               positions with the Employer that does not represent a promotion
               from or maintaining of Executive's duties, responsibilities,
               status or positions as in effect immediately prior to the
               Change-in-Control, or any removal of Executive from or any
               failure to reappoint or reelect Executive to such positions,
               except in connection with the termination of Executive's
               employment for Cause, disability, retirement or death;

                      (B)   a reduction by the Employer in Executive's Base
               Salary or bonus compensation as in effect immediately prior to
               the Change-in-Control;

                      (C)   the failure by the Employer to continue in effect
               any of the benefit plans including, but not limited to stock
               option and equity awards, in which Executive is participating at
               the time of the Change-in-Control of the Employer (unless
               Executive is permitted to participate in any substitute benefit
               plan with substantially the same terms and to the same extent and
               with the same rights as Executive had with respect to the benefit
               plan that is discontinued) other than as a result of the normal

                                        7
<Page>

               expiration of any such benefit plan in accordance with its terms
               as in effect at the time of the Change-in-Control, or the taking
               of any action, or the failure to act, by the Employer which would
               adversely affect Executive's continued participation in any of
               such benefit plans on at least as favorable a basis to Executive
               as was the case on the date of the Change-in-Control or which
               would materially reduce Executive's benefits in the future under
               any of such benefit plans or deprive Executive of any material
               benefits enjoyed by Executive at the time of the
               Change-in-Control; PROVIDED, HOWEVER, that any such action or
               inaction on the part of the Employer, including any modification,
               cancellation or termination of any benefits plan, undertaken in
               order to maintain such plan in compliance with any federal, state
               or local law or regulation governing benefits plans, including,
               but not limited to, the Employment Retirement Income Security Act
               of 1974, shall not constitute a Force Out for the purposes of
               this Agreement.

                      (D)   the Employer's requiring Executive to be based in an
               office located more than 25 miles from Manhattan, except for
               required travel relating to the Employer's business to an extent
               substantially consistent with the business travel obligations
               which Executive undertook on behalf of the Employer prior to the
               Change-in-Control;

                      (E)   the failure by the Employer to obtain from any
               successor to the Employer an agreement to be bound by this
               Agreement pursuant to Section 13 hereof; or

                      (F)   during the first eighteen months of this Agreement,
               the termination, for whatever reason, of Stephen L. Green's
               service as Chairman of the Board of Directors of the Employer.

               (iii)  "Person" shall have the meaning used in Sections 13(d) and
          14(d) of the Exchange Act; provided however, that the term "Person"
          shall not include (A) Stephen L. Green or Nancy A. Peck, or (B) the
          Employer, any of its subsidiaries, or any trustee, fiduciary or other
          person or entity holding securities under any employee benefit plan of
          the Employer or any of its subsidiaries.

     7.   COMPENSATION UPON TERMINATION OR DURING DISABILITY.

          (a)  TERMINATION WITHOUT CAUSE OR WITH GOOD REASON. If (i) Executive
     is terminated without Cause pursuant to Section 6(a)(iv) above, or
     (ii) Executive shall terminate his employment hereunder with Good Reason
     pursuant to Section (6)(b)(ii) above, then the Employment Period shall
     terminate as of the effective date set forth in the written notice of such
     termination (the "Termination Date") and Executive shall be entitled to the
     following benefits:

                                        8
<Page>

               (i)    The Employer shall continue to pay Executive's Base Salary
          (at the rate in effect on the date of his termination) and annual
          performance bonus (based on the amount paid for the immediately
          preceding year or, if the termination takes place prior to a bonus
          having been previously so paid, the sum of $150,000.00) for the
          remaining term of the Employment Period after the date of Executive's
          termination, on the same periodic payment dates as payment would have
          been made to Executive had the Employment Period not been terminated
          for the remaining term of the Employment Period after the date of
          Executive's termination; PROVIDED, HOWEVER, that if such termination
          occurs upon or following a Change-in-Control, the Employer shall
          continue to pay Executive's Base Salary (at the rate in effect on the
          date of his termination) and annual performance bonus (based on the
          highest amount paid for the three preceding years or, if the
          termination takes place prior to a bonus having been previously so
          paid, the sum of $150,000) for the remaining term of the Employment
          Period after the date of Executive's termination. It is expressly
          agreed that the Executive shall receive a bonus for each remaining
          year of this Agreement and that the bonus will be paid in a lump sum
          within thirty (30) days after the Executive's termination.

               (ii)   For the remaining term of the Employment Period, Executive
          shall continue to receive all benefits described in Section 3 existing
          on the date of termination, including, but not limited to, any bonuses
          or equity awards described in Section 3 of this Agreement, subject to
          the terms and conditions upon which such benefits may be offered. For
          purposes of the application of such benefits, Executive shall be
          treated as if he had remained in the employ of the Employer with a
          Base Salary at the rate in effect on the date of termination;

               (iii)  Any unvested shares of restricted stock granted to the
          Executive by the Employer shall become vested on the date of the
          Executive's termination, any unexercisable stock options granted to
          the Executive by the Employer shall become exercisable on the date of
          the Executive's termination, and any unexercised stock options granted
          to the Executive by the Employer shall remain exercisable until the
          earlier of (A) the date on which the term of such stock options
          otherwise would have expired, or (B) the second January 1 after the
          date of the Executive's termination;

               (iv)   If Executive obtains other employment, or receives any
          wages for services rendered to any person or entity during the
          remaining term of Employment Period after the date of Executive's
          termination, the payments due under Section 7(a)(i) will be reduced by
          the amount of such wages, except that in no event shall the payment
          due under Section 7(a)(i) be reduced to less than the amount of such
          payments that would have been received by Executive over a
          twelve-month period. Executive shall give prompt notice to the
          Employer of any such employment undertaken or services rendered by
          him, which notice shall include a description of the wages he will
          receive, the date of receipt, and a copy

                                        9
<Page>

          of each relevant agreement or contract. Executive shall also give
          prompt notice to the Employer of any changes in such employment or
          wages.

               (v)    If in the opinion of tax counsel selected by the Executive
          and reasonably acceptable to the Employer, the Executive has or will
          receive any compensation (including without limitation as a result of
          the accelerated vesting of equity awards) or recognize any income
          (whether or not pursuant to this Agreement or any plan or other
          arrangement of the Employer and whether or not the Employment Period
          or the Executive's employment with the Employer has terminated) which
          will constitute an "excess parachute payment" within the meaning of
          Section 280G(b)(l) of the Internal Revenue Code (the "Code") (or for
          which a tax is otherwise payable under Section 4999 of the Code or any
          successor provision thereto), then the Employer shall pay the
          Executive an additional amount (the "Additional Amount") equal to the
          sum of (i) all taxes payable by the Executive under Section 4999 of
          the Code with respect to all such excess parachute payments and any
          such Additional Amount, plus (ii) all federal, state and local income
          taxes payable by Executive with respect to any such Additional Amount.
          Any amounts payable pursuant to this paragraph (v) shall be paid by
          the Employer to the Executive within 30 days of each written request
          therefor made by the Executive.

          (b)  TERMINATION FOR CAUSE OR WITHOUT GOOD REASON. If (i) Executive is
     terminated for Cause pursuant to Section 6(a)(iii)(i-iii) above, or
     (ii) Executive shall voluntarily terminate his employment hereunder without
     Good Reason pursuant to Section 6(b)(ii) above, then the Employment Period
     shall terminate as of the effective date set forth in the written notice of
     such termination (the "Termination Date") and Executive shall be entitled
     to receive only his Base Salary at the rate then in effect until the
     Termination Date and any outstanding stock options held by Executive shall
     expire in accordance with the terms of the stock option plan or option
     agreement under which the stock options were granted.

               (i)    If Executive is terminated for Cause pursuant to Section
          6(a)(iii)(iv) above during the first eighteen months of this
          Agreement, the Employer shall pay within thirty days after the
          termination, an amount equal to Executive's annual Base Salary (at the
          rate in effect on the date of his termination) and annual performance
          bonus (based on the amount paid in the preceding year or, if the
          termination takes place prior to a bonus having been previously paid,
          the sum of $150,000.00). Further (i) any unexercised stock options
          shall remain exercisable until the earlier of (A) the date on which
          the term of such stock options otherwise would have expired or (B) the
          second January 1 after the date of the Executive's termination; and
          (ii) any unvested stock options shall vest and any restricted shares
          shall vest just as if the Executive were employed through his next
          anniversary and without regard to the performance requirements set
          forth in Section 3(d) of this Agreement.

                                       10
<Page>

               (ii)   If in the opinion of tax counsel selected by the Executive
          and reasonably acceptable to the Employer, the Executive has or will
          receive any compensation (including without limitation as a result of
          the accelerated vesting of equity awards) or recognize any income
          (whether or not pursuant to this Agreement or any plan or other
          arrangement of the Employer and whether or not the Employment Period
          or the Executive's employment with the Employer has terminated) which
          will constitute an "excess parachute payment" within the meaning of
          Section 280(G)(b)(l) of the Internal Revenue Code (the "Code") (or for
          which a tax is otherwise payable under Section 4999 of the Code or any
          successor provision thereto), then the Employer shall pay the
          Executive an additional amount (the "Additional Amount") equal to the
          sum of (i) all taxes payable by the Executive under Section 4999 of
          the Code with respect to all such excess parachute payments and any
          such Additional Amount, plus (ii) all federal, state and local income
          taxes payable by Executive with respect to any such Additional Amount.
          Any amounts payable pursuant to this paragraph shall be paid by the
          Employer to the Executive within thirty days of each written request
          therefor made by the Executive.

          (c)  TERMINATION BY REASON OF DEATH. If Executive's employment
     terminates due to his death, the Employer shall pay Executive's Base Salary
     plus any applicable pro rata portion of the annual performance bonus
     described in Section 3(c) above for a period of six months from the date of
     his death, or such longer period as the Employer's Board of Directors may
     determine, to Executive's estate or to a beneficiary designated by
     Executive in writing prior to his death. If such death occurs during a
     vesting period, a pro rata portion of the unvested shares of restricted
     stock granted to the Executive that otherwise would have become vested upon
     the conclusion of such vesting period shall become vested on the date of
     the Executive's termination due to his death, and a pro rata portion of the
     unexercisable stock options granted to the Executive that otherwise would
     have become exercisable upon the conclusion of such vesting period shall
     become exercisable on the date of the Executive's termination due to such
     death. Furthermore, upon such death, any unexercised stock options granted
     to the Executive shall remain exercisable until the earlier of (A) the date
     on which the term of such stock options otherwise would have expired, or
     (B) the second January 1 after the date of the Executive's termination due
     to his death.

          (d)  TERMINATION BY REASON OF DISABILITY. In the event that
     Executive's employment terminates due to his disability as defined in
     Section 6(a)(ii) above, Executive shall be entitled to be paid his Base
     Salary plus any applicable pro rata portion of the annual performance bonus
     described in Section 3(c) above for a period of six months from the date of
     such termination, or for such longer period as such benefits are then
     provided with respect to other senior executives of the Employer. If such
     disability occurs during a vesting period, a pro rata portion of the
     unvested shares of restricted stock granted to the Executive that otherwise
     would have become vested upon the conclusion of such vesting period shall
     become vested on the date of the Executive's

                                       11
<Page>

     termination due to his disability, and a pro rata portion of the
     unexercisable stock options granted to the Executive that otherwise would
     have become exercisable upon the conclusion of such vesting period shall
     become exercisable on the date of the Executive's termination due to such
     disability. Furthermore, upon such disability, any unexercised stock
     options granted to the Executive shall remain exercisable until the earlier
     of (A) the date on which the term of such stock options otherwise would
     have expired, or (B) the second January 1 after the date of the Executive's
     termination due to his disability.

          (e)  ARBITRATION IN THE EVENT OF A DISPUTE REGARDING THE NATURE OF
     TERMINATION. In the event that the Executive's employment is terminated by
     the Employer for Cause or by Executive for Good Reason, and either party
     contends that such Cause or Good Reason did not exist, the parties agree to
     submit such claim to arbitration before the American Arbitration
     Association ("AAA"), and Executive and Employer hereby agrees to submit to
     any such dispute to arbitration pursuant to the terms of this Section 7(e).
     In such a proceeding, the only issue before the arbitrator will be whether
     Executive's employment was in fact terminated for Cause or for Good Reason,
     as the case may be. If the arbitrator determines that Executive's
     employment was terminated by the Employer without Cause or was terminated
     by Executive for Good Reason, the only remedy that the arbitrator may award
     is an amount equal to the severance payments specified in Section 7, the
     costs of arbitration, and Executive's attorneys' fees. If the arbitrator
     finds that Executive's employment was terminated by the Employer for Cause
     or by the Executive without Good Reason, the arbitrator will be without
     authority to award Executive anything, and the parties will each be
     responsible for their own attorneys' fees, and the costs of arbitration
     will be paid 50% by Executive and 50% by the Employer.

     8.   CONFIDENTIALLY; PROHIBITED ACTIVITIES. The Executive and the Employer
recognize that due to the nature of his employment and relationship with the
Employer, the Executive has access to and develops confidential business
information, proprietary information, and trade secrets relating to the business
and operations of the Employer. The Executive acknowledges that such information
is valuable to the business of the Employer, and that disclosure to, or use for
the benefit of, any person or entity other than the Employer, would cause
irreparable damage to the Employer. The Executive further acknowledges that his
duties for the Employer include the duty to develop and maintain client,
customer, employee, and other business relationships on behalf of the Employer;
and that access to and development of those close business relationships for the
Employer render his services special, unique and extraordinary. In recognition
that the good will and business relationships described herein are valuable to
the Employer, and that loss of or damage to those relationships would destroy or
diminish the value of the Employer, the Executive agrees as follows:

          (a)  CONFIDENTIALITY. During the term of this Agreement (including any
     renewals), and at all times thereafter, the Executive shall maintain the
     confidentiality of all confidential or proprietary information of the
     Employer ("Confidential Information"), and, except in furtherance of the
     business of the Employer or as specifically required by

                                       12
<Page>

     law or by court order, he shall not directly or indirectly disclose any
     such information to any person or entity; nor shall he use Confidential
     Information for any purpose except for the benefit of the Employer. For
     purposes of the Agreement, "Confidential Information" includes, without
     limitation: client or customer lists, identities, contacts, business and
     financial information (excluding those of Executive prior to employment
     with Employer); investment strategies; pricing information or policies,
     fees or commission arrangements of the Employer; marketing plans,
     projections, presentations or strategies of the Employer; financial and
     budget information of the Employer; new personnel acquisition plans; and
     all other business related information which has not been publicly
     disclosed by the Employer. This restriction shall apply regardless of
     whether such Confidential Information is in written, graphic, recorded,
     photographic, data or any machine readable form or is orally conveyed to,
     or memorized by, the Executive.

          (b)  PROHIBITED ACTIVITIES. Because Executive's services to the
     Employer are essential and because Executive has access to the Employer's
     Confidential Information, Executive covenants and agrees that:

               (i)    (A) during the Employment Period, and (B) in the event
          that this Agreement is terminated (I) by the Employer for Cause or
          (II) by the Executive for any reason other than death, disability,
          Good Reason or the expiration of the term of the Agreement, Executive
          will not, without the prior written consent of the Board of Directors
          of the Employer which shall include the unanimous consent of the
          Directors who are not officers of the Employer, directly or indirectly
          (individually, or through or on behalf of another entity as owner,
          partner, agent, employee, consultant, or in any other capacity),
          during the Noncompetition Period, engage, participate or assist, as an
          owner, partner, employee, consultant, director, officer, trustee or
          agent, in the acquisition, development, management, leasing or
          financing of any office real estate property anywhere in the New York
          City metropolitan area (it being understood that the restrictions
          regarding financing activities shall not apply with respect to any
          termination of this Agreement by the Executive upon or after the
          occurrence of a Change-in-Control); and

               (ii)   during the Employment Period, and during the two-year
          period following the termination of the Executive by either party for
          any reason (including the expiration of the term of the Agreement),
          Executive will not, without the prior written consent of the Board of
          Directors of the Employer which shall include the unanimous consent of
          the Directors who are not officers of the Employer, directly or
          indirectly (individually, or through or on behalf of another entity as
          owner, partner, agent, employee, consultant, or in any other
          capacity), solicit, encourage, or engage in any activity to induce any
          Employee of the Employer to terminate employment with the Employer, or
          to become employed by, or to enter into a business relationship with,
          any other person or entity. For purposes of this subsection, the term
          Employee means any individual who is an

                                       13
<Page>

          employee of or consultant to the Employer (or any affiliate) during
          the six-month period prior to Executive's last day of employment.

          (c)  NONCOMPETITION PERIOD. For purposes of this Section 8, the
     Noncompetition Period shall mean the period commencing on the date of
     termination of Executive's employment under this Agreement and ending on
     the earlier of (i) the date on which the term of this Agreement otherwise
     would have expired, or (ii) the first anniversary of the date of
     termination of Executive's employment under this Agreement.

          (d)  PASSIVE INVESTMENTS. During the term of Employment Period,
     notwithstanding anything contained herein to the contrary, Executive is not
     prohibited by this Section 8 from making investments in any entity that
     engages, directly or indirectly, in the acquisition, development,
     construction, operation, management, financing or leasing of office real
     estate properties, regardless of where they are located if Executive's
     aggregate investment in such entity constitutes less than one percent (1%)
     of the equity ownership of such entity.

          (e)  EMPLOYER PROPERTY. The Executive acknowledges that all originals
     and copies of materials, records and documents generated by him or coming
     into his possession during his employment by the Employer are the sole
     property of the Employer ("Employer Property"). During his employment, and
     at all times thereafter, the Executive shall not remove, or cause to be
     removed, from the premises of the Employer, copies of any record, file,
     memorandum, document, computer related information or equipment, or any
     other item relating to the business of the Employer, except in furtherance
     of his duties under the Agreement. When the Executive terminates his
     employment with the Employer, or upon request of the Employer at any time,
     the Executive shall promptly deliver to the Employer all originals and
     copies of Employer Property in his possession or control and shall not
     retain any originals or copies in any form.

          (f)  NO DISPARAGEMENT. For one year following termination of the
     Executive's employment for any reason, the Executive shall not
     intentionally disclose or cause to be disclosed any negative, adverse or
     derogatory comments or information about (i) the Employer and its parent,
     affiliates or subsidiaries, if any; (ii) any product or service provided by
     the Employer and its parent, affiliates or subsidiaries, if any; (iii) the
     Employer's and its parent's, affiliates' or subsidiaries' prospects for the
     future. For one year following termination of the Executive's employment
     for any reason, the Employer shall not disclose or cause to be disclosed
     any negative, adverse or derogatory comments or information about the
     Executive. Nothing in this Section shall prohibit either the Employer or
     the Executive from testifying truthfully in a judicial or administrative
     proceeding in response to a subpoena.

          (g)  REMEDIES. The Executive declares that the foregoing limitations
     in Sections 8(a) through 8(f) above are reasonable and necessary for the
     adequate protection of the business and the goodwill of the Employer. In
     any restriction contained in this

                                       14
<Page>

     Section 8 shall be deemed to be invalid, illegal or unenforceable by reason
     of the extent, duration or scope thereof, or otherwise, then the court
     making such determination shall have the right to reduce such extent,
     duration, scope, or other provisions hereof to make the restriction
     consistent with applicable law, and in its reduced form such restriction
     shall then be enforceable in the manner contemplated hereby. In the event
     that the Executive breaches any of the promises contained in this Section
     8, the Executive acknowledges that the Employer's remedy at law for damages
     will be inadequate and that the Employer will be entitled to specific
     performance, a temporary restraining order or preliminary injunction to
     prevent the Executive's prospective or continuing breach and to maintain
     the status quo. The existence of this right to injunctive relief, or other
     equitable relief, or the Employer's exercise of any of these rights, shall
     not limit any other rights or remedies the Employer may have in law or in
     equity, including, without limitation, the right to arbitration contained
     in Section 7(e) hereof and the right to compensatory and monetary damages.
     In the event that a final non-appealable judgment is entered in favor of
     one of the parties, that party shall be reimbursed by the other party for
     all costs and attorneys' fees incurred by such party in such action.
     Executive hereby agrees to waive his right to a jury trial with respect to
     any action commenced to enforce the terms of this Agreement.

          (h)  TRANSITION. Regardless of the reason for his departure from the
     Employer, the Executive agrees that at Employer's sole costs and expense,
     for a period of not more than thirty (30) days after termination of
     Executive, he shall take all steps reasonably requested by the Employer to
     effect a successful transition of client and customer relationships to the
     person or persons designated by the Employer, subject to the Executive's
     obligations to his new employer.

          (i)  COOPERATION WITH RESPECT TO LITIGATION. During the Employment
     period and at all times thereafter, Executive agrees to give prompt written
     notice to the Employer of any claim relating to the Employer and to
     cooperate fully, in good faith and to the best of his ability with the
     Employer in connection with any and all pending, potential or future
     claims, investigations or actions which directly or indirectly relate to
     any action, event or activity about which Executive may have knowledge in
     connection with or as a result of his employment by the Employer
     hereinunder. Such cooperation will include all assistance that the
     Employer, its counsel or its representatives may reasonably request,
     including reviewing documents, meeting with counsel, providing factual
     information and material, and appearing or testifying as a witness;
     provided, however, that the Employer will reimburse Executive for all
     reasonable expenses, including travel, lodging and meals, incurred by him
     in fulfilling his obligations under this Section 8(i) and, except as may be
     required by law or by court order, should Executive then be employed by an
     entity other than the Employer, such cooperation will not materially
     interfere with Executive's then current employment.

          (j)  SURVIVAL. The provisions of this Section 8(a) shall survive
     termination of the Executive's employment and those of Section 8(b) shall
     survive for the periods

                                       15
<Page>

     specified therein following termination. The covenants contained in Section
     8 shall be construed as independent of any of other provisions contained in
     this Agreement and shall be enforceable regardless of whether the Executive
     has a claim against the Employer under the Agreement or otherwise.

     9.   CONFLICTING AGREEMENTS. Executive hereby represents and warrants that
the execution of this Agreement and the performance of his obligations hereunder
will not breach or be in conflict with any other agreement to which he is a
party or is bound, and that he is not now subject to any covenants against
competition or similar covenants which would affect the performance of his
obligations hereunder.

     10.  NOTICES. All notices or other communications required or permitted to
be given hereunder shall be in writing and shall be delivered by hand and or
sent by prepaid telex, cable or other electronic devices or sent, postage
prepaid, by registered or certified mail or telecopy or overnight courier
service and shall be deemed given when so delivered by hand, telexed, cabled or
telecopied, or if mailed, three days after mailing (one business day in the case
of express mail or overnight courier service), as follows:

          (a)  if to the Executive:

               Michael Reid
               30, Green Avenue
               Rye, New York 10580

          (b)  if to the Employer:

               SL Green Realty Corp.
               420 Lexington Avenue
               New York, New York 10170

     or such other address as either party may from time to time specify by
     written notice to the other party hereto.

     11.  AMENDMENTS. No amendment, modification or waiver in respect of this
Agreement shall be effective unless it shall be in writing and signed by the
party against whom such amendment, modification or waiver is sought.

     12.  SEVERABILITY. If any provision of this Agreement (or any portion
thereof) or the application of any such provision (or any portion thereof) to
any person or circumstances shall be held invalid, illegal or unenforceable in
any respect by a court of competent jurisdiction, such invalidity, illegality or
unenforceability shall not affect any other provision hereof (or the remaining
portion hereof) or the application of such provision to any other persons or
circumstances.

                                       16
<Page>

     13.  SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon and inure
to the benefit of both parties and their respective successors and assigns,
including any corporation with which or into which the Employer may be merged or
which may succeed to its assets or business, PROVIDED, HOWEVER, that the
obligations of the Employee are personal and shall not be assigned by him. This
Agreement shall inure to the benefit of and be enforceable by the Executive's
personal and legal representatives, executors, administrators, assigns, heirs,
distributees, devisees and legatees.

     14.  COUNTERPARTS. This Agreement may be executed in one or more
counterparts, all of which shall be considered one and the same agreement, and
shall become effective when one or more such counterparts have been signed by
each of the parties and delivered to the other party.

     15.  GOVERNING LAW. This Agreement shall be governed by and construed in
accordance with the laws of the State of New York applicable to agreements made
and to be performed entirely within such State, without regard to the conflicts
of law principles of such State.

     16.  CHOICE OF VENUE. Executive agrees to submit to the jurisdiction of the
United States District Court for the Southern District of New York or the
Supreme Court of the State of New York, New York County, for the purpose of any
action to enforce any of the terms of this Agreement.

     17.  ENTIRE AGREEMENT. This Agreement contains the entire agreement and
understanding between the parties hereto with respect to the subject matter
hereof and supersedes all prior agreements and understandings relating to such
subject matter. The parties hereto shall not be liable or bound to any other
party in any manner by any representations, warranties or covenants relating to
such subject matter except as specifically set forth herein.

     18.  PARAGRAPH HEADINGS. Paragraph headings used in this Agreement are
included for convenience of reference only and will not affect the meaning of
any provision of this agreement.

     19.  BOARD APPROVAL. Employer represents that its Board of Directors has
approved the economic terms of this Agreement.

                                       17
<Page>

     20.  IN WITNESS WHEREOF, this Agreement is entered into as of the date and
year first above written.

February 26, 2001


                                         SL GREEN REALTY CORP.

                                         By: /s/ Stephen L. Green
                                             ---------------------------
                                             Name:  Stephen L. Green
                                             Title: Chairman


                                         /s/ Michael W. Reid
                                         -------------------------------
                                         Michael Reid

                                       18

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.10
<SEQUENCE>12
<FILENAME>a2091718zex-10_10.txt
<DESCRIPTION>EXHIBIT 10.10
<TEXT>
<Page>

                                                                   EXHIBIT 10.10

                              AMENDED AND RESTATED
                     EMPLOYMENT AND NONCOMPETITION AGREEMENT

     This AMENDED AND RESTATED EMPLOYMENT AND NONCOMPETITION AGREEMENT
("Agreement") is made as of the 30th day of September, 1998 between Gerard
Nocera ("Executive") and SL Green Realty Corp., a Maryland corporation with its
principal place of business at 70 West 36th Street, New York, New York 10018
(the "Employer"), and amends and completely restates the Employment and
Noncompetition Agreement made as of the 20th day of August, 1997.

     1.   TERM. The term of this Agreement shall commence on the 1st day of
October, 1998 and, unless earlier terminated as provided herein, shall terminate
on the third anniversary of such date (the "Current Term"); PROVIDED, HOWEVER,
that Section 8 hereof shall survive the termination of this Agreement as
provided therein. The Current Term shall automatically be extended for
successive one-year periods (each a "Renewal Term"), unless either party shall
notify the other in writing at least six (6) months prior to the expiration of
the Current Term or the applicable Renewal Term of its intention not to renew
such Term. The period of Executive's employment hereunder consisting of the
Current Term and all Renewal Terms, if any, is herein referred to as the
"Employment Period"

     2.   EMPLOYMENT AND DUTIES.

          (a)  DUTIES. During the Employment Period, Executive shall be employed
          in the business of the Employer and its affiliates. Executive shall
          serve the Employer as a senior corporate executive with the title
          Executive Vice President-Leasing of the Employer. Executive's duties
          and authority shall be as set forth in the By-laws of the Employer and
          as otherwise established from time to time by the Board of Directors
          of the Employer, and shall be commensurate with his titles and
          positions with the Employer.

          (b)  BEST EFFORTS. Executive agrees to his employment as described in
          this Section 2 and agrees to devote substantially all of his business
          time and efforts to the performance of his duties under this
          Agreement, except as otherwise approved by the Board of Directors of
          the Employer; PROVIDED, HOWEVER, that nothing herein shall be
          interpreted to preclude Executive from (i) participating as an officer
          or director of, or advisor to, any charitable or other tax exempt
          organization or otherwise engaging in charitable, fraternal or trade
          group activities, (ii) acting as an officer of any subsidiary of the
          Company, or (iii) investing his assets as a passive investor in other
          entities or business ventures, provided that he performs no management
          or similar role with respect to such entities or ventures and such
          investment does not violate Section 8 hereof.

          (c)  TRAVEL. In performing his duties hereunder, Executive shall be
          available for all reasonable travel as the needs of the Employer's
          business may require. Executive shall be based in the metropolitan
          area of New York City.

<Page>

     3.   COMPENSATION AND BENEFITS. In consideration of Executive's services
hereunder, the Employer shall compensate Executive as provided in this
Section 3.

          (a)  BASE SALARY. The Employer shall pay Executive an aggregate annual
          salary at the rate of $175,000 per annum during the Employment Period
          ("Base Salary"), subject to applicable withholding. Base Salary shall
          be payable in accordance with the Employer's normal business
          practices, but in no event less frequently than monthly. Executive's
          Base Salary shall be reviewed no less frequently than annually by the
          Employer and may be increased, but not decreased, by the Employer
          during the Employment Period.

          (b)  INCENTIVE COMPENSATION. In addition to the Base Salary payable to
          Executive pursuant to Section 3(a), during the Employment Period,
          Executive shall be eligible to participate in any incentive
          compensation plans in effect with respect to senior executive officers
          of the Employer, subject to Executive's compliance with such criteria
          as the Employer's Board of Directors, in its sole discretion, may
          establish for Executive's participation in such plans from time to
          time. Any awards to Executive under such plans will be established by
          the Employer's Board of Directors, or a committee thereof, in its sole
          discretion.

          (c)  STOCK OPTIONS. During the Employment Period, Executive shall be
          eligible to participate in employee stock option plans established
          from time to time for the benefit of senior executive officers and
          other employees of the Employer in accordance with the terms and
          conditions of such plans. All decisions regarding awards to Executive
          under the Employer's stock option plans shall be made in the sole
          discretion of the Employer's Board of Directors, or a committee
          thereof.

          (d)  EXPENSES. Executive shall be reimbursed for all reasonable
          business related expenses incurred by Executive at the request of or
          on behalf of the Employer, provided that such expenses are incurred
          and accounted for in accordance with the policies and procedures
          established by the Employer.

          (e)  MEDICAL INSURANCE. During the Employment Period, Executive and
          Executive's immediate family shall be entitled to participate in such
          medical benefit plan as the Employer shall maintain from time to time
          for the benefit of senior executive officers of the Employer and their
          families, on the terms and subject to the conditions set forth in such
          plan. Nothing in this section shall limit the Employer's right to
          change, modify or terminate any benefit plan or program as it sees fit
          from time to time in the normal course of business.

          (f)  VACATIONS. Executive shall be entitled to reasonable paid
          vacations in accordance with the then regular procedures of the
          Employer governing senior executive officers.

          (g)  OTHER BENEFITS. During the Employment Period, the Employer shall
          provide to Executive such other benefits, including sick leave and the
          right to

                                        2
<Page>

          participate in such retirement or pension plans, as are made generally
          available to senior executive officers and employees of the Employer
          from time to time.

     4.   INDEMNIFICATION AND LIABILITY INSURANCE. The Employer agrees to
indemnify Executive to the extent permitted by applicable law with respect to
any actions commenced against Executive in his capacity as an officer or
director, or former officer or director, of the Employer or any affiliate
thereof for which he may serve in such capacity. The Employer also agrees to use
its best efforts to secure and maintain officers and directors liability
insurance providing coverage for Executive.

     5.   EMPLOYER'S POLICIES. Executive agrees to observe and comply with the
rules and regulations of the Employer as adopted by its Board of Directors from
time to time regarding the performance of his duties and to carry out and
perform orders, directions and policies communicated to him from time to time by
the Employer's Board of Directors.

     6.   TERMINATION. The Executive's employment hereunder may be terminated
under the following circumstances:

          (a)  TERMINATION BY THE EMPLOYER.

               (i)    DEATH. The Executive's employment hereunder shall
          terminate upon his death.

               (ii)   DISABILITY. If, in the reasonable good faith determination
          of the Board of Directors, as a result of the Executive's incapacity
          due to physical or mental illness or disability, the Executive shall
          have been incapable of performing his duties hereunder even with a
          reasonable accommodation on a full-time basis for the entire period of
          three consecutive months or any 90 days in a 180-day period, and
          within 30 days after written Notice of Termination (as defined in
          Section 6(c)) is given he shall not have returned to the performance
          of his duties hereunder on a full-time basis, the Employer may
          terminate the Executive's employment hereunder.

               (iii)  CAUSE. The Employer may terminate the Executive's
          employment hereunder for Cause, subject to the severance provisions
          specifically set forth in Section 7(b) and the arbitration provisions
          specifically set forth in Section 7(e). For purposes of the Agreement,
          "Cause" shall mean that the Board of Directors of the Employer
          concludes, in good faith and after reasonable investigation, that:

                      (A)   the Executive engaged in conduct which is a felony
               under the laws of the United States or any state or political
               subdivision thereof;

                      (B)   the Executive engaged in conduct constituting breach
               of fiduciary duty, gross negligence or willful misconduct
               relating to the Employer, fraud or dishonesty or willful or
               material misrepresentation relating to the business of the
               Employer;

                                        3
<Page>

                      (C)   the Executive breached his obligations or covenants
               under Section 8 of this Agreement in any material respect; or

                      (D)   the Executive failed to perform his duties hereunder
               in a manner and at a level reasonably satisfactory to the
               Employer more than 15 days after receiving notice from the
               Employer, which notice specifically identifies the manner in
               which he has failed so to perform.

               (iv)   WITHOUT CAUSE. Executive's employment hereunder may be
          terminated by the Employer at any time with or without Cause (as
          defined in Section 6(a)(iii) above), by a majority vote of all of the
          members of the Board of Directors of the Employer upon written notice
          to Executive, subject only to the severance provisions specifically
          set forth in Section 7(a) herein.

          (b)  TERMINATION BY THE EXECUTIVE.

               (i)    DISABILITY. The Executive may terminate his employment
          hereunder for Disability within the meaning of Section 6(a)(ii) above.

               (ii)   WITH GOOD REASON. Executive's employment hereunder may be
          terminated by Executive with Good Reason effective immediately by
          written notice to the Board of Directors of the Employer. For purposes
          of this Agreement, with "Good Reason" shall mean: (i) a failure of the
          Board of Directors of the Employer to elect Executive to offices with
          the same or substantially the same duties and responsibilities as set
          forth in Section 2; (ii) a material failure by the Employer to comply
          with the provisions of Section 3 or a material breach by the Employer
          of any other provision of this Agreement which has not been cured
          within thirty (30) days after notice of noncompliance, (specifying the
          nature of the noncompliance) has been given by the Executive to the
          Employer; or (iii) a Force Out (as such term is defined in Section
          6(d) below). Notwithstanding any provision of this Agreement to the
          contrary, with "Good Reason" shall not include any assignment of
          Executive to a position or office that has new or different duties,
          provided that such position or office is principally related to
          leasing, has a substantially similar level of responsibility to
          Executive's immediately preceding position or office and is
          commensurate with Executive's education, skills and experience.

          (c)  NOTICE OF TERMINATION. Any termination of the Executive's
          employment by the Employer or by the Executive (other than termination
          pursuant to subsection (a)(1) hereof) shall be communicated by written
          Notice of Termination to the other party hereto in accordance with
          Section 11 of this Agreement. For purposes of this Agreement, a
          "Notice of Termination" shall mean a notice which shall indicate the
          specific termination provision in this Agreement relied upon and, as
          applicable, shall set forth in reasonable detail the fact and
          circumstances claimed to provide a basis for termination of the
          Executive's employment under the provision so indicated.

                                        4
<Page>

          (d)  DEFINITIONS. The following terms shall be defined as set forth
          below.

               (i)    A "Change-in-Control" shall be deemed to have occurred
          after the effective date of the initial public offering of the
          Employer's Common Stock ("IPO") if:

                      (A)   any Person, together with all "affiliates" and
               "associates" (as such terms are defined in Rule 12b-2 under the
               Securities Exchange Act of 1934 (the "Exchange Act")) of such
               Person, shall become the "beneficial owner" (as such term is
               defined in Rule 13d-3 under the Exchange Act), directly or
               indirectly, of securities of the Employer representing 40% or
               more of either (A) the combined voting power of the Employer's
               then outstanding securities having the right to vote in an
               election of the Employer's Board of Directors ("Voting
               Securities") or (B) the then outstanding shares of all classes of
               stock of the Employer (in either such case other than as a result
               of the acquisition of securities directly from the Employer); or

                      (B)   individuals who, as of the date of the closing of
               the IPO, constitute the Employer's Board of Directors (the
               "Incumbent Directors") cease for any reason, including, without
               limitation, as a result of a tender offer, proxy contest, merger
               or similar transaction, to constitute at least a majority of the
               Employer's Board of Directors, provided that any person becoming
               a director of the Employer subsequent to the closing of the IPO
               whose election or nomination for election was approved by a vote
               of at least a majority of the Incumbent Directors shall, for
               purposes of this Agreement, be considered an Incumbent Director;
               or

                      (C)   the stockholders of the Employer shall approve (1)
               any consolidation or merger of the Employer or any subsidiary
               where the stockholders of the Employer, immediately prior to the
               consolidation or merger, would not, immediately after the
               consolidation or merger, beneficially own (as such term is
               defined in Rule l3d-3 under the Exchange Act), directly or
               indirectly, shares representing in the aggregate at least 50% of
               the voting shares of the corporation issuing cash or securities
               in the consolidation or merger (or of its ultimate parent
               corporation, if any), (2) any sale, lease, exchange or other
               transfer (in one transaction or a series of transactions
               contemplated or arranged by any party as a single plan) of all or
               substantially all of the assets of the Employer or (3) any plan
               or proposal for the liquidation or dissolution of the Employer;

               Notwithstanding the foregoing, a "Change-in-Control" shall not be
          deemed to have occurred for purposes of the foregoing clause (A)
          solely as the result of an acquisition of securities by the Employer
          which, by reducing the number of shares of stock or other Voting
          Securities outstanding, increases (x) the proportionate number of
          shares of stock of the Employer beneficially owned by

                                        5
<Page>

          any Person to 40% or more of the shares of stock then outstanding or
          (y) the proportionate voting power represented by the Voting
          Securities beneficially owned by any Person to 40% or more of the
          combined voting power of all then outstanding Voting Securities;
          PROVIDED, HOWEVER, that if any Person referred to in clause (x) or (y)
          of this sentence shall thereafter become the beneficial owner of any
          additional stock of the Employer or other Voting Securities (other
          than pursuant to a share split, stock dividend, or similar
          transaction), then a "Change-in-Control" shall be deemed to have
          occurred for purposes of the foregoing clause (A). In addition,
          notwithstanding the foregoing, a "Change-in-Control" shall not be
          deemed to have occurred for purposes of the foregoing clause (A) if
          (i) Stephen L. Green continues to serve as Chief Executive Officer or
          the equivalent of any surviving entity, and (ii) the proportionate
          number of shares of stock of the Employer beneficially owned, or the
          proportionate voting power represented by the Voting Securities
          beneficially owned, by any Person described in such clause (A) does
          not exceed 49%.

               (ii)   A "Force Out" shall be deemed to have occurred in the
          event of a Change-In-Control followed by:

                      (A)   a change in duties, responsibilities, status or
               positions with the Employer, which, in Executive's reasonable
               judgment, does not represent a promotion from or maintaining of
               Executive's duties, responsibilities, status or positions as in
               effect immediately prior to the Change-In-Control, or any removal
               of Executive from or any failure to reappoint or reelect
               Executive to such positions, except in connection with the
               termination of Executive's employment for Cause, disability,
               retirement or death;

                      (B)   a reduction by the Employer in Executive's Base
               Salary as in effect immediately prior to the Change-In-Control;

                      (C)   the failure by the Employer to continue in effect
               any of the benefit plans in which Executive is participating at
               the time of the Change-In-Control of the Employer (unless
               Executive is permitted to participate in any substitute benefit
               plan with substantially the same terms and to the same extent and
               with the same rights as Executive had with respect to the benefit
               plan that is discontinued) other than as a result of the normal
               expiration of any such benefit plan in accordance with its terms
               as in effect at the time of the Change-In-Control, or the taking
               of any action, or the failure to act, by the Employer which would
               adversely affect Executive's continued participation in any of
               such benefit plans on at least as favorable a basis to Executive
               as was the case on the date of the Change-In-Control or which
               would materially reduce Executive's benefits in the future under
               any of such benefit plans or deprive Executive of any material
               benefits enjoyed by Executive at the time of the
               Change-In-Control; PROVIDED, HOWEVER, that any such action or
               inaction on the part of the Employer, including any modification,
               cancellation or

                                        6
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               termination of any benefits plan, undertaken in order to maintain
               such plan in compliance with any federal, state or local law or
               regulation governing benefits plans, including, but not limited
               to, the Employment Retirement Income Security Act of 1974, shall
               not constitute a Force Out for the purposes of this Agreement.

                      (D)   the Employer's requiring Executive to be based in an
               office located beyond a reasonable commuting distance from
               Executive's residence immediately prior to the Change-In-Control,
               except for required travel relating to the Employer's business to
               an extent substantially consistent with the business travel
               obligations which Executive undertook on behalf of the Employer
               prior to the Change-In-Control;

                      (E)   the failure by the Employer to obtain from any
               successor to the Employer an agreement to be bound by this
               Agreement pursuant to Section 14 hereof; or

               (iii)  "Person" shall have the meaning used in Sections 13(d) and
          14(d) of the Exchange Act; provided however, that the term "Person"
          shall not include (A) any current partner of SL Green Operating
          Partnership, L.P., any stockholder or employee of the Employer on the
          date hereof or any estate or member of the immediate family of such a
          partner, stockholder or employee, or (B) the Employer, any of its
          subsidiaries, or any trustee, fiduciary or other person or entity
          holding securities under any employee benefit plan of the Employer or
          any of its subsidiaries.

     7.   COMPENSATION UPON TERMINATION OR DURING DISABILITY.

          (a)  TERMINATION WITHOUT CAUSE OR WITH GOOD REASON. If (i) Executive
          is terminated without Cause pursuant to Section 6(a)(iv) above, or
          (ii) Executive shall terminate his employment hereunder with Good
          Reason pursuant to Section (6)(b)(ii) above, then the Employment
          Period shall terminate as of the effective date set forth in the
          written notice of such termination (the "Termination Date") and
          Executive shall be entitled to the following benefits:

               (i)    The Employer shall continue to pay Executive's Base Salary
          for the remaining term of the Employment Period after the date of
          Executive's termination, or, if such termination occurs in connection
          with or after a Change-in-Control, for three years, whichever period
          is longer, at the rate in effect on the date of his termination and on
          the same periodic payment dates as payment would have been made to
          Executive had the Employment Period not been terminated;

               (ii)   For the remaining term of the Employment Period, or, if
          such termination occurs in connection with or after a
          Change-in-Control, for three years, whichever period is longer,
          Executive shall continue to receive all benefits described in Section
          3 existing on the date of termination, including, but not limited to,
          any bonuses and incentive compensation described in Section 3 of this

                                        7
<Page>

          Agreement, subject to the terms and conditions upon which such
          benefits may be offered. For purposes of the application of such
          benefits, Executive shall be treated as if he had remained in the
          employ of the Employer with a Base Salary at the rate in effect on the
          date of termination;

               (iii)  For purposes of any stock option plan of the Employer, (x)
          Executive shall be treated as if he had remained in the employ of the
          Employer for the remaining term of the Employment Period after the
          date of Executive's termination, or for one year, whichever period is
          longer, so that Executive may exercise any exercisable options and
          Executive's other rights shall continue to vest during the remaining
          term of the Employment Period with respect to any options previously
          granted under such plans, except as otherwise provided in such plans,
          and (y) if such termination occurs in connection with or after a
          Change-in-Control, any stock options and any other rights of Executive
          (including restricted stock awards) shall become fully vested and
          immediately exercisable upon such termination;

               (iv)   Nothing herein shall be deemed to obligate Executive to
          seek other employment in the event of any such termination and any
          amounts earned or benefits received from such other employment will
          not serve to reduce in any way the amounts and benefits payable in
          accordance herewith; and

               (v)    If in the opinion of tax counsel selected by the Executive
          and reasonably acceptable to the Employer, the Executive has or will
          receive any compensation or recognize any income (whether or not
          pursuant to this Agreement or any plan or other arrangement of the
          Employer and whether or not the Employment Period or the Executive's
          employment with the Employer has terminated) which will constitute an
          "excess parachute payment" within the meaning of Section 280G(b)(1) of
          the Internal Revenue Code (the "Code") (or for which a tax is
          otherwise payable under Section 4999 of the Code or any successor
          provision thereto), then the Employer shall pay the Executive an
          additional amount (the "Additional Amount") equal to the sum of (i)
          all taxes payable by the Executive under Section 4999 of the Code with
          respect to all such excess parachute payments and any such Additional
          Amount, plus (ii) all federal, state and local income taxes payable by
          Executive with respect to any such Additional Amount. Any amounts
          payable pursuant to this paragraph (v) shall be paid by the Employer
          to the Executive within 30 days of each written request therefor made
          by the Executive.

          (b)  TERMINATION FOR CAUSE OR WITHOUT GOOD REASON. If Executive is
          terminated for Cause pursuant to Section 6(a)(iii) above, or if
          Executive voluntarily terminates his employment hereunder without Good
          Reason pursuant to Section 6(b)(ii) above, then the Employment Period
          shall terminate as of the effective date set forth in the written
          notice of such termination (the "Termination Date") and any
          outstanding stock options held by Executive shall expire in accordance
          with the terms of the stock option plan or option agreement under

                                        8
<Page>

          which the stock options were granted. Executive shall be entitled to
          receive the following benefits:

               (i)    If (A) Executive is terminated for Cause pursuant to
          Section 6(a)(iii)(A), (B) or (C) above (regardless of whether he
          submits a claim of lack of Cause to arbitration pursuant to
          Section 7(e) herein), (B) Executive is terminated for Cause pursuant
          to Section 6(a)(iii)(D) above and does not submit a claim of lack of
          Cause to arbitration pursuant to Section 7(e) herein, or (C) Executive
          voluntarily terminates his employment hereunder without Good Reason
          pursuant to Section 6(b)(ii) above, then Executive shall be entitled
          to receive only his Base Salary at the rate then in effect until the
          Termination Date.

                      (ii)  If Executive is terminated for Cause pursuant to
               Section 6(a)(iii)(D) above and submits a claim of lack of Cause
               to arbitration pursuant to Section 7(e) herein, then, subject to
               Executive's repayment obligation under Section 7(e)(ii)(B),
               Executive shall be entitled to receive 80% of his Base Salary at
               the rate then in effect until the earlier of either the date one
               year after the Termination Date or the date of the arbitrator's
               final determination.

          (c)  TERMINATION BY REASON OF DEATH. If Executive's employment
          terminates due to his death, the Employer shall pay Executive's Base
          Salary for a period of six months from the date of his death, or such
          longer period as the Employer's Board of Directors may determine, to
          Executive's estate or to a beneficiary designated by Executive in
          writing prior to his death. Any unexercised or unvested stock options
          shall remain exercisable or vest upon Executive's death only to the
          extent provided in the applicable option plan and option agreements.

          (d)  TERMINATION BY REASON OF DISABILITY. In the event that
          Executive's employment terminates due to his disability as defined in
          Section 6(a)(ii) above, Executive shall be entitled to be paid his
          Base Salary until the later of such time when (i) the period of
          disability or illness (whether or not the same disability or illness)
          shall exceed 180 consecutive days during the Employment Period and
          (ii) Executive becomes eligible to receive benefits under a
          comprehensive disability insurance policy obtained by the Employer
          (the "Disability Period"). Following the expiration of the Disability
          Period, the Employer may terminate this Agreement upon written notice
          of such termination. Any unexercised or unvested stock options shall
          remain exercisable or vest upon such termination only to the extent
          provided in the applicable option plan and option agreements.

          (e)  ARBITRATION IN THE EVENT OF A DISPUTE REGARDING THE NATURE OF
          TERMINATION. In the event that the Executive's employment is
          terminated by the Employer for Cause or by Executive for Good Reason,
          and either party contends that such Cause or Good Reason did not
          exist, the parties agree to submit such claim to arbitration before
          the American Arbitration Association ("AAA"), and Executive hereby
          agrees to submit to any such dispute to arbitration pursuant to the
          terms of this Section 7(e). In such a proceeding, the only issue
          before the

                                        9
<Page>

          arbitrator will be whether Executive's employment was in fact
          terminated for Cause or for Good Reason, as the case may be.

               (i)    AWARDS IN FAVOR OF THE EXECUTIVE. If the arbitrator
          determines that Executive's employment was terminated by the Employer
          without Cause or was terminated by Executive for Good Reason, the only
          remedy that the arbitrator may award is an amount equal to the
          severance payments specified in Section 7(a), the costs of
          arbitration, and Executive's attorneys' fees. In cases where an award
          is granted to an Executive who was terminated for Cause pursuant to
          Section 6(a)(iii)(D) above, such arbitration award shall be reduced by
          the amount of Base Salary already paid by the Employer pursuant to
          Section 7(b)(ii) above.

               (ii)   AWARDS IN FAVOR OF THE EMPLOYER.

                      (A)   If the arbitrator finds that Executive's employment
               was terminated by the Employer for Cause pursuant to Section
               6(a)(iii)(A), (B), (C) or (D) above, or by the Executive without
               Good Reason, the arbitrator will be without authority to award
               Executive anything, the parties will each be responsible for
               their own attorneys' fees, and the costs of arbitration will be
               paid 50% by Executive and 50% by the Employer.

                      (B)   In addition, if the arbitrator finds that the
               Executive's employment was terminated for Cause pursuant to
               Section 6(a)(iii)(D) above, Executive must promptly reimburse the
               Employer for the full amount of any Base Salary paid by the
               Employer with respect to periods after the Termination Date
               pursuant to Section 7(b)(ii) above.

     8.   CONFIDENTIALITY; PROHIBITED ACTIVITIES. The Executive and the Employer
recognize that due to the nature of his employment and relationship with the
Employer, the Executive has access to and develops confidential business
information, proprietary information, and trade secrets relating to the business
and operations of the Employer. The Executive acknowledges that such information
is valuable to the business of the Employer, and that disclosure to, or use for
the benefit of, any person or entity other than the Employer, would cause
irreparable damage to the Employer. The Executive further acknowledges that his
duties for the Employer include the duty to develop and maintain client,
customer, employee, and other business relationships on behalf of the Employer;
and that access to and development of those close business relationships for the
Employer render his services special, unique and extraordinary. In recognition
that the good will and business relationships described herein are valuable to
the Employer, and that loss of or damage to those relationships would destroy or
diminish the value of the Employer, the Executive agrees as follows:

          (a)  CONFIDENTIALITY. During the term of this Agreement (including any
          renewals), and at all times thereafter, the Executive shall maintain
          the confidentiality of all confidential or proprietary information of
          the Employer ("Confidential Information"), and, except in furtherance
          of the business of the Employer, he shall not directly or indirectly
          disclose any such information to any person or entity; nor shall he
          use Confidential Information for any purpose except

                                       10
<Page>

          for the benefit of the Employer. For purposes of the Agreement,
          "Confidential Information" includes, without limitation: client or
          customer lists, identities, contacts, business and financial
          information; investment strategies; pricing information or policies,
          fees or commission arrangements of the Employer; marketing plans,
          projections, presentations or strategies of the Employer; financial
          and budget information of the Employer; new personnel acquisition
          plans; and all other business related information which has not been
          publicly disclosed by the Employer. This restriction shall apply
          regardless of whether such Confidential Information is in written,
          graphic, recorded, photographic, data or any machine readable form or
          is orally conveyed to, or memorized by, the Executive. The Executive
          further agrees that, during the Employment Period and at all times
          thereafter, he shall keep confidential and shall not release, use or
          disclose without prior written permission of the Employer, all
          Confidential Information developed by him on behalf of the Employer or
          provided to him by the Employer, excepting only such information as
          was already known to him prior to the commencement of his employment
          by the Employer or such information as is already known to the public.

          (b)  PROHIBITED ACTIVITIES. Because Executive's services to the
          Employer are essential and because Executive has access to the
          Employer's Confidential Information, Executive covenants and agrees
          that (i) during the Employment Period, (ii) in the event that this
          Agreement is terminated by the Employer for Cause or by the Executive
          other than for Good Reason, during the one-year period following the
          date of such termination, and (iii) solely for purposes of paragraph
          (vi) below, during the five-year period following the date on which
          Executive's employment terminates for any reason, Executive will not,
          without the prior written consent of the Board of Directors of the
          Employer which shall include the unanimous consent of the Directors
          who are not officers of the Employer, directly or indirectly
          (individually, or through or on behalf of another entity as owner,
          partner, agent, employee, consultant, or in any other capacity):

               (i)    engage, participate or assist, as an owner, partner,
          employee, consultant, director, officer, trustee or agent, in any
          business that engages or attempts to engage, directly or indirectly,
          in any material acquisition, development, construction, operation,
          management or leasing of any commercial real estate property:

                      (A)   anywhere in the five boroughs of New York City,
               regardless of whether such business is publicly or privately
               held;

                      (B)   anywhere in the New York City metropolitan area, if
               such business or any of its affiliates (within the meaning of the
               Securities Act of 1933) has issued any class of publicly-traded
               securities;

                      (C)   anywhere in the New York City metropolitan area,
               regardless of whether such business is publicly or privately
               held, if such

                                       11
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               business engages in the commercial real estate business in any
               county in which the Employer also engages in the commercial real
               estate business.

               For purposes of this subsection, the New York City metropolitan
          area includes each borough of New York City; Nassau, Orange, Putnam,
          Rockland, Suffolk and Westchester Counties in the State of New York;
          Bergen, Essex, Hudson, Hunterdon, Mercer, Middlesex, Monmouth, Morris,
          Passaic, Somerset, Sussex, Union and Warren Counties in the State of
          New Jersey; and Fairfield County in the State of Connecticut);

               (ii)   seek, solicit, or engage in any attempt to establish for
          himself or for any other person or entity, a business relationship
          with any person or entity who was a client or customer of the
          Employer, or who was solicited to become a client or customer of the
          Employer, during the Employment Period ("Employer Clients");

               (iii)  engage in any activity to interfere with, disrupt or
          damage the business of the Employer, or its relationships with any
          Employer Client, employee, supplier or other business relationship;

               (iv)   engage in business with, or provide advice or services to,
          any Employer Client solicited by the Executive in breach of Section 8
          of this Agreement (whether or not such services are compensated);

               (v)    receive, or cause any other person or entity to receive,
          any compensation, consideration, or income, in any form, from any
          Employer Client solicited by him in breach of Section 8 of this
          Agreement; or

               (vi)   solicit, encourage, or engage in any activity to induce
          any Employee of the Employer to terminate employment with the
          Employer, or to become employed by, or to enter into a business
          relationship with, any other person or entity. For purposes of this
          subsection, the term Employee means any individual who is an employee
          of or consultant to the Employer (or any affiliate) during the
          six-month period prior to Executive's last day of employment.

               (c)    OPTION PROPERTY. Notwithstanding anything contained herein
          to the contrary, Executive is not prohibited by this Section 8 from
          (i) maintaining his or her investment in any Option Property (as such
          term is defined in the Employer's final prospectus relating to the
          IPO) or in any asset listed in the Employer's final prospectus
          relating to the IPO under the caption "The Properties - Assets Not
          Being Transferred to the Company" or (ii) from making investments in
          any entity that engages, directly or indirectly, in the acquisition,
          development, construction, operation, management or leasing of office
          real estate properties, regardless of where they are located, if the
          shares or other ownership interests of such entity are publicly traded
          and Executive's aggregate investment in such entity constitutes less
          than one percent (1%) of the equity ownership of such entity.

                                       12
<Page>

          (d)  EMPLOYER PROPERTY. The Executive acknowledges that all originals
          and copies of materials, records and documents generated by him or
          coming into his possession during his employment by the Employer are
          the sole property of the Employer ("Employer Property"). During his
          employment, and at all times thereafter, the Executive shall not
          remove, or cause to be removed, from the premises of the Employer,
          copies of any record, file, memorandum, document, computer related
          information or equipment, or any other item relating to the business
          of the Employer, except in furtherance of his duties under the
          Agreement. When the Executive terminates his employment with the
          Employer, or upon request of the Employer at any time, the Executive
          shall promptly deliver to the Employer all originals and copies of
          Employer Property in his possession or control and shall not retain
          any originals or copies in any form.

          (e)  NO DISPARAGEMENT. Following termination of the Executive's
          employment for any reason, the Executive shall not disclose or cause
          to be disclosed any negative, adverse or derogatory comments or
          information about (i) the Employer and its parent, affiliates or
          subsidiaries, if any; (ii) any product or service provided by the
          Employer and its parent, affiliates or subsidiaries, if any; or (iii)
          the Employer's and its parent's, affiliates' or subsidiaries'
          prospects for the future.

          (f)  REMEDIES. The Executive declares that the foregoing limitations
          in Sections 8(a) through 8(f) above are reasonable and necessary for
          the adequate protection of the business and the goodwill of the
          Employer. If any restriction contained in this Section 8 shall be
          deemed to be invalid, illegal or unenforceable by reason of the
          extent, duration or scope thereof, or otherwise, then the court making
          such determination shall have the right to reduce such extent,
          duration, scope, or other provisions hereof to make the restriction
          consistent with applicable law, and in its reduced form such
          restriction shall then be enforceable in the manner contemplated
          hereby. In the event that the Executive breaches any of the promises
          contained in this Section 8, the Executive acknowledges that the
          Employer's remedy at law for damages will be inadequate and that the
          Employer will be entitled to specific performance, a temporary
          restraining order or preliminary injunction to prevent the Executive's
          prospective or continuing breach and to maintain the status quo. The
          existence of this right to injunctive relief, or other equitable
          relief, or the Employer's exercise of any of these rights, shall not
          limit any other rights or remedies the Employer may have in law or in
          equity including, without limitation, the right to arbitration
          contained in Section 7(e) hereof and the right to compensatory,
          punitive and monetary damages. In the event that a final
          non-appealable judgment is entered in favor of one of the parties,
          that party shall be reimbursed by the other party for all costs and
          attorneys' fees incurred by such party in such action. Executive
          hereby agrees to waive his right to a jury trial with respect to any
          action commenced to enforce the terms of this Agreement.

          (g)  TRANSITION. Regardless of the reason for his departure from the
          Employer, the Executive agrees that: (i) he shall assist the Employer
          in maintaining the

                                       13
<Page>

          business of the clients and customers with whom the Executive has a
          relationship; and (ii) he shall take all steps reasonably requested by
          the Employer to effect a successful transition of those relationships
          to the person or persons designated by the Employer.

          (h)  SURVIVAL. The provisions of this Section 8 shall survive
          termination of the Executive's employment. The covenants contained in
          Section 8 shall be construed as independent of any of other provisions
          contained in this Agreement and shall be enforceable regardless of
          whether the Executive has a claim against the Employer under the
          Agreement or otherwise.

     9.   COOPERATION. The Executive agrees to give prompt written notice to the
Employer of any claim or injury relating to the Employer, and to fully cooperate
in good faith and to the best of his ability with the Employer in connection
with all pending, potential or future claims, investigations or actions which
directly or indirectly relate to any transaction, event or activity about which
the Executive may have knowledge because of his employment with the Employer.
Such cooperation shall include all assistance that the Employer, its counsel, or
its representatives may reasonably request, including reviewing documents,
meeting with counsel, providing factual information and material, and appearing
or testifying as a witness.

     10.  CONFLICTING AGREEMENTS. Executive hereby represents and warrants that
the execution of this Agreement and the performance of his obligations hereunder
will not breach or be in conflict with any other agreement to which he is a
party or is bound, and that he is not now subject to any covenants against
competition or similar covenants which would affect the performance of his
obligations hereunder.

     11.  NOTICES. All notices or other communications required or permitted to
be given hereunder shall be in writing and shall be delivered by hand and or
sent by prepaid telex, cable or other electronic devices or sent, postage
prepaid, by registered or certified mail or telecopy or overnight courier
service and shall be deemed given when so delivered by hand, telexed, cabled or
telecopied, or if mailed, three days after mailing (one business day in the case
of express mail or overnight courier service), as follows:

          (a)  if to the Executive:

               Gerard Nocera
               70 West 36th Street
               New York, New York 10018

          (b)  if to the Employer:

               SL Green Realty Corp.
               70 West 36th Street
               New York, New York 10018

or such other address as either party may from time to time specify by written
notice to the other party hereto.

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<Page>

     12.  AMENDMENTS. No amendment, modification or waiver in respect of this
Agreement shall be effective unless it shall be in writing and signed by the
party against whom such amendment, modification or waiver is sought.

     13.  SEVERABILITY. If any provision of this Agreement (or any portion
thereof) or the application of any such provision (or any portion thereof) to
any person or circumstance shall be held invalid, illegal or unenforceable in
any respect by a court of competent jurisdiction, such invalidity, illegality or
unenforceability shall not affect any other provision hereof (or the remaining
portion thereof) or the application of such provision to any other persons or
circumstances.

     14.  SUCCESSORS. Neither this Agreement nor any rights hereunder may be
assigned or hypothecated by the Executive. This Agreement may be assigned by the
Employer and shall be binding upon, and inure to the benefit of, the Employer's
successors and assigns.

     15.  COUNTERPARTS. This Agreement may be executed in one or more
counterparts, all of which shall be considered one and the same agreement, and
shall become effective when one or more such counterparts have been signed by
each of the parties and delivered to the other party.

     16.  GOVERNING LAW. This Agreement shall be governed by and construed in
accordance with the laws of the State of New York applicable to agreements made
and to be performed entirely within such State, without regard to the conflicts
of law principles of such State.

     17.  CHOICE OF VENUE. Executive agrees to submit to the jurisdiction of the
United States District Court for the Southern District of New York or the
Supreme Court of the State of New York, New York County, for the purpose of any
action to enforce any of the terms of this Agreement.

     18.  ENTIRE AGREEMENT. This Agreement contains the entire agreement and
          understanding between the parties hereto with respect to the subject
          matter hereof and supersedes all prior agreements and understandings
          relating to such subject matter. The parties hereto shall not be
          liable or bound to any other party in any manner by any
          representations, warranties or covenants relating to such subject
          matter except as specifically set forth herein.

                                       15
<Page>

     19.  PARAGRAPH HEADINGS. Paragraph headings used in this Agreement are
included for convenience of reference only and will not affect the meaning of
any provision of this agreement.

     IN WITNESS WHEREOF, this Agreement is entered into as of the date and year
first above written.

                                         SL GREEN REALTY CORP.


                                         By: /s/ Stephen L. Green
                                             ---------------------------
                                          Name: Stephen L. Green
                                          Title: Chief Executive Officer


                                         /s/ Gerard Nocera
                                         -------------------------------
                                         Gerard Nocera

                                       16

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.11
<SEQUENCE>13
<FILENAME>a2091718zex-10_11.txt
<DESCRIPTION>EXHIBIT 10.11
<TEXT>
<Page>

                                                                   EXHIBIT 10.11

                     EMPLOYMENT AND NONCOMPETITION AGREEMENT

     This EMPLOYMENT AND NONCOMPETITION AGREEMENT ("Agreement") is made as of
the ____ day of July, 2001 between Thomas E. Wirth ("Executive") and SL Green
Realty Corp., a Maryland corporation with its principal place of business at 420
Lexington Avenue, New York, New York 10170 (the "Employer").

     1.   TERM. The term of this Agreement shall commence on October 1, 2001
and, unless earlier terminated as provided in Section 6 below, shall terminate
on the third anniversary of the date of this Agreement (the "Original Term");
PROVIDED, HOWEVER, that Section 8 hereof shall survive the termination of this
Agreement as provided therein. The Original Term may be extended for such period
or periods, if any, as may be mutually agreed to in writing by Executive and the
Employer (each a "Renewal Term"). If either party intends not to extend the
Original Term, such party will give the other party at least six (6) months'
written notice of such intention. If either party gives such notice with less
than six (6) months remaining in the Original Term, the term of this Agreement
shall be extended until the date which is six (6) months after the date on which
the notice is given. The period of Executive's employment hereunder consisting
of the Original Term and all Renewal Terms, if any, is herein referred to as the
"Employment Period" and an anniversary of the date of this Agreement is herein
referred to as an "Anniversary."

     2.   EMPLOYMENT AND DUTIES.

          (a)  DUTIES. During the Employment Period, Executive shall be employed
     in the business of the Employer and its affiliates. Executive shall serve
     the Employer as a senior corporate executive and shall have the title of
     Chief Financial Officer of the Employer. Executive will report to the Chief
     Operating Officer and President of the Employer. The Executive shall be
     principally responsible for the financial systems and controls, public
     accounting and reporting and tax planning and implementation for Employer
     and shall provide assistance to Employer's Chief Operating Officer in
     connection with such activities. Executive's duties and authority shall be
     as further set forth in the By-laws of the Employer and as otherwise
     established from time to time by the Chief Operating Officer of the
     Employer, but in all events such duties shall be commensurate with his
     position as Chief Financial Officer of the Employer.

          (b)  BUSINESS TIME AND EFFORTS. Executive agrees to his employment as
     described in this Section 2 and agrees to devote substantially all of his
     business time and efforts to the performance of his duties under this
     Agreement, except as otherwise approved by the Board of Directors of the
     Employer; PROVIDED, HOWEVER, that nothing herein shall be interpreted to
     preclude Executive from (i) participating as an officer or director of, or
     advisor to, any charitable or other tax exempt organization or otherwise
     engaging in charitable, fraternal or trade group activities; and (ii)
     investing his assets as a passive investor in other entities or business
     ventures, provided that he performs no management or similar role with
     respect to such entities or ventures and such investment does not violate
     Section 8 hereof; and/or serving as a member of the Board of Directors

<Page>

     of a for-profit corporation with the approval of the Chief Executive
     Officer of the Company.

          (c)  TRAVEL. In performing his duties hereunder, Executive shall be
     available for all reasonable travel as the needs of the Employer's business
     may require. Executive shall be based in, or within 25 miles of, Manhattan.

     3.   COMPENSATION AND BENEFITS. In consideration of Executive's services
hereunder, the Employer shall compensate Executive as provided in this
Section 3.

          (a)  BASE SALARY. The Employer shall pay Executive an aggregate
     minimum annual salary at the rate of $225,000 per annum during the
     Employment Period ("Base Salary"), subject to applicable tax withholding.
     Base Salary shall be payable bi-weekly in accordance with the Employer's
     normal business practices. Solely for the purpose of determining whether
     Executive's Base Salary payable under this Section 3(a) should be
     increased, the Base Salary shall be subject to review by the Employer's
     Board of Directors or Compensation Committee at least once annually.

          (b)  BONUSES. During the Employment Period, Executive shall receive
     such discretionary annual bonuses as the Employer's Board of Directors, in
     its sole discretion, may deem appropriate to reward Executive for job
     performance; PROVIDED, HOWEVER, that Executive's annual performance bonus
     shall not be less than $100,000. Any bonus shall be subject to applicable
     tax withholdings.

          (c)  STOCK OPTIONS. During the Employment Period, in the sole
     discretion of the Employer's Board of Directors or a committee thereof,
     Executive shall be eligible to participate in the Employer's then current
     Stock Option and Incentive Plan (the "Plan"), which authorizes the grant of
     stock options, stock awards and the making of loans to acquire the
     Employer's common stock ("Common Stock")

          (d)  EQUITY AWARDS. Effective as of the date that this Agreement is
     executed by the Employer and Executive, Executive shall be granted 15,000
     restricted shares of Common Stock. The grant shall become vested and
     nonforfeitable as to 15% of such shares on the first Anniversary, 15% of
     such shares on the second Anniversary and 70% of such shares on the third
     Anniversary in each case subject to (i) the Employer achieving either a 10%
     increase in funds from operations (on a per share basis) or a 15% total
     return (including all dividends and stock appreciation) to shareholders
     during the last fiscal year completed before the applicable vesting date,
     and (ii) the Executive remaining employed by the Employer except as
     otherwise provided herein. Furthermore, (i) if the Employer achieves
     either an increase in funds from operations (on a per share basis) of at
     least 8% (but less than 9%) or a total return to shareholders of at least
     13% (but less than 14%) during the last fiscal year completed before an
     applicable vesting date, then 80% of the restricted shares that otherwise
     would have become vested on such vesting date shall become vested, (ii) if
     the Employer achieves either an increase in funds from operations

                                        2
<Page>

     (on a per share basis) of at least 9% (but less than 10%) or a total
     return to shareholders of at least 14% (but less than 15%) during the last
     fiscal year completed before the applicable vesting date, then 90% of the
     restricted shares that otherwise would have become vested on such vesting
     date shall become vested, and (iii) if the Employer achieves a total return
     to shareholders in the top one-third of a peer group of companies (to be
     determined for such year by the Compensation Committee of the Employer's
     Board of Directors) during the last fiscal year completed before the
     applicable vesting date, then 100% of the restricted shares that otherwise
     would have become vested on such vesting date shall become vested. If
     necessary to reach a vesting threshold for any period, the Compensation
     Committee of the Employer's Board of Directors shall determine such amounts
     by averaging cumulative increases and returns on a look-back or
     look-forward basis. The Employer shall pay Executive an additional cash
     amount as a tax gross-up upon each vesting date equal to 40% of the value
     of the shares included in Executive's taxable income on such date.
     Executive will receive the full cash dividends attributable to all
     nonforfeited shares of restricted stock, regardless of whether such shares
     have become vested on the record date for such dividends.

          (e)  EXPENSES. Executive shall be reimbursed for all reasonable
     business related expenses incurred by Executive at the request of or on
     behalf of the Employer, provided that such expenses are incurred and
     accounted for in accordance with the policies and procedures established by
     the Employer.

          (f)  MEDICAL INSURANCE. During the Employment Period, Executive and
     Executive's immediate family shall be entitled to participate in such
     medical benefit plan as the Employer shall maintain from time to time for
     the benefit of senior executive officers of the Employer and their
     families, on the terms and subject to the conditions set forth in such
     plan. Nothing in this section shall limit the Employer's right to change or
     modify or terminate any benefit plan or program as it sees fit from time to
     time in the normal course of business so long as it does so for all senior
     executives of the Employer.

          (g)  VACATIONS. Executive shall be entitled to reasonable paid
     vacations in accordance with the then regular procedures of the Employer
     governing senior executive officers.

          (h)  OTHER BENEFITS. During the Employment Period, the Employer shall
     provide to Executive such other benefits, including disability insurance,
     sick leave and the right to participate in such retirement or pension
     plans, as are made generally available to senior executive officers and
     employees of the Employer from time to time.

     4.   INDEMNIFICATION AND LIABILITY INSURANCE. Executive hereby warrants
that his execution of this Agreement, and performance of duties hereunder, does
not constitute the breach of any other executed contract to which Executive may
be a party, and does not constitute the breach of any restrictive covenant by
which Executive may be bound. The Employer agrees to indemnify Executive to the
extent permitted by applicable law from and against any and all losses, damages,
claims, liabilities and expenses for which such indemnified party has not

                                        3
<Page>

otherwise been reimbursed (including the costs and expenses of legal counsel
retained by the Employer to defend the Executive and judgments, fines and
amounts paid in settlement actually and reasonably incurred by or imposed on
such indemnified party) with respect to any actions commenced against Executive
either with regard to his entering this Agreement with the Employer or in his
capacity as an officer or director, or former officer or director, of the
Employer or any affiliate thereof for which he may serve in such capacity. The
Employer also agrees to secure and maintain officers and directors liability
insurance providing coverage for Executive.

     5.   EMPLOYER'S POLICIES. Executive agrees to observe and comply with the
reasonable rules and regulations of the Employer as adopted by its Board of
Directors from time to time regarding the performance of his duties and to carry
out and perform orders, directions and policies communicated to him from time to
time by the Employer's Board of Directors.

     6.   TERMINATION. The Executive's employment hereunder may be terminated
under the following circumstances:

          (a)  Termination by the Employer.

               (i)    DEATH. The Executive's employment hereunder shall
          terminate upon his death.

               (ii)   DISABILITY. If, as a result of the Executive's incapacity
          due to physical or mental illness or disability, the Executive shall
          have been incapable of performing his duties hereunder even with a
          reasonable accommodation on a full-time basis for the entire period of
          four consecutive months or any 120 days in a 180-day period, and
          within 30 days after written Notice of Termination (as defined in
          Section 6(c)) is given he shall not have returned to the performance
          of his duties hereunder on a full-time basis, the Employer may
          terminate Executive's employment hereunder.

               (iii)  CAUSE. The Employer may terminate Executive's employment
          hereunder for Cause. For purposes of the Agreement, "Cause" shall mean
          that: (i) Executive engaged in conduct which is a felony under the
          laws of the United States or any state or political subdivision
          thereof; (ii) Executive engaged in conduct constituting a material
          breach of fiduciary duty, gross negligence or willful and material
          misconduct relating to the Employer, material fraud or willful and
          material misrepresentation relating to the business of the Employer;
          (iii) Executive materially breached his obligations or covenants under
          Section 8(a) of this Agreement; or (iv) Executive failed to perform
          his duties hereunder in a manner and at a level consistent with his
          position and past performance after receiving notice from the Employer
          specifically identifying the manner in which Executive has failed to
          perform (it being understood that, for this purpose, the manner and
          level of Executive's performance shall not be determined based on the
          financial performance of the Employer).

                                        4
<Page>

               (iv)   WITHOUT CAUSE. Executive's employment hereunder may be
          terminated by the Employer at any time with or without Cause (as
          defined in Section 6(a)(iii) above), by a majority vote of all of the
          members of the Board of Directors of the Employer upon written notice
          to Executive, subject only to the severance provisions specifically
          set forth in Section 7.

          (b)  Termination by the Executive.

               (i)    DISABILITY. The Executive may terminate his employment
          hereunder for Disability within the meaning of Section 6(a)(ii) above.

               (ii)   WITH GOOD REASON. Executive's employment hereunder may be
          terminated by Executive with Good Reason effective immediately by
          written notice to the Board of Directors of the Employer. For purposes
          of this Agreement, with "Good Reason" shall mean: (i) a failure by the
          Employer to comply with the provisions of Section 3; (ii) a material
          breach by the Employer of any other provision of this Agreement which
          has not been cured within 30 days after notice of noncompliance
          (specifying the nature of the noncompliance) has been given by the
          Executive to the Employer; or (iii) a Force Out upon or following a
          Change-in-Control (as such terms are defined in Section 6(c) below).

               (iii)  NOTICE OF TERMINATION. Any termination of the Executive's
          employment by the Employer or by the Executive (other than termination
          pursuant to subsection (a)(i) hereof) shall be communicated by written
          Notice of Termination to the other party hereto in accordance with
          Section 10 of this Agreement. For purposes of this Agreement, a
          "Notice of Termination" shall mean a notice which shall indicate the
          specific termination provision in this Agreement relied upon and, as
          applicable, shall set forth in reasonable detail the fact and
          circumstances claimed to provide a basis for termination of the
          Executive's employment under the provision so indicated.

          (c)  DEFINITIONS. The following terms shall be defined as set forth
     below.

               (i)    A "Change-in-Control" shall be deemed to have occurred if:

                      (A)  any Person, together with all "affiliates" and
               "associates" (as such terms are defined in Rule 12b-2 under the
               Securities Exchange Act of 1934 (the "Exchange Act")) of such
               Person, shall become the "beneficial owner" (as such term is
               defined in Rule 13d-3 under the Exchange Act), directly or
               indirectly, of securities of the Employer representing 40% or
               more of either (A) the combined voting power of the Employer's
               then outstanding securities having the right to vote in an
               election of the Employer's Board of Directors ("Voting
               Securities") or (B) the then outstanding shares of all classes of
               stock of the Employer (in

                                        5
<Page>

               either such case other than as a result of the acquisition of
               securities directly from the Employer); or

                      (B)  individuals who constitute the Employer's Board of
               Directors (the "Incumbent Directors") cease for any reason,
               including, without limitation, as a result of a tender offer,
               proxy contest, merger or similar transaction, to constitute at
               least a majority of the Employer's Board of Directors, provided
               that any person becoming a director of the Employer whose
               election or nomination for election was approved by a vote of at
               least a majority of the Incumbent Directors shall, for purposes
               of this Agreement, be considered an Incumbent Director; or

                      (C)  the stockholders of the Employer shall approve (1)
               any consolidation or merger of the Employer or any subsidiary
               where the stockholders of the Employer, immediately prior to the
               consolidation or merger, would not, immediately after the
               consolidation or merger, beneficially own (as such term is
               defined in Rule 13d-3 under the Exchange Act), directly or
               indirectly, shares representing in the aggregate at least 50% of
               the voting shares of the corporation issuing cash or securities
               in the consolidation or merger (or of its ultimate parent
               corporation, if any), (2) any sale, lease, exchange or other
               transfer (in one transaction or a series of transactions
               contemplated or arranged by any party as a single plan) of all or
               substantially all of the assets of the Employer or (3) any plan
               or proposal for the liquidation or dissolution of the Employer;

               Notwithstanding the foregoing, a "Change-in-Control" shall not be
          deemed to have occurred for purposes of the foregoing clause (A)
          solely as the result of an acquisition of securities by the Employer
          which, by reducing the number of shares of stock or other Voting
          Securities outstanding, increases (x) the proportionate number of
          shares of stock of the Employer beneficially owned by any Person to
          40% or more of the shares of stock then outstanding or (y) the
          proportionate voting power represented by the Voting Securities
          beneficially owned by any Person to 40% or more of the combined voting
          power of all then outstanding Voting Securities; PROVIDED, HOWEVER,
          that if any Person referred to in clause (x) or (y) of this sentence
          shall thereafter become the beneficial owner of any additional stock
          of the Employer or other Voting Securities (other than pursuant to a
          share split, stock dividend, or similar transaction), then a
          "Change-in-Control" shall be deemed to have occurred for purposes of
          the foregoing clause (A). In addition, notwithstanding the foregoing,
          a "Change-in-Control" shall not be deemed to have occurred if Stephen
          L. Green continues to serve as Chairman of the Board of Directors or
          the equivalent of the surviving entity of any event listed in the
          foregoing clause (A), (B) or (C) and no Force Out (as defined below)
          has occurred with respect to the Executive.

                                        6
<Page>

               (ii)   A "Force Out" shall be deemed to have occurred in the
          event of a Change-in-Control together with or followed by:

                      (A)  a change in duties, responsibilities, status or
               positions with the Employer that does not represent a promotion
               from or maintaining of Executive's duties, responsibilities,
               status or positions as in effect immediately prior to the
               Change-in-Control, or any removal of Executive from or any
               failure to reappoint or reelect Executive to such positions,
               except in connection with the termination of Executive's
               employment for Cause, disability, retirement, or death;

                      (B)  a reduction by the Employer in Executive's Base
               Salary or bonus compensation as in effect immediately prior to
               the Change-in-Control;

                      (C)  the failure by the Employer to continue in effect any
               of the benefit plans including, but not limited to stock option
               and equity awards, in which Executive is participating at the
               time of the Change-in-Control of the Employer (unless Executive
               is permitted to participate in any substitute benefit plan with
               substantially the same terms and to the same extent and with the
               same rights as Executive had with respect to the benefit plan
               that is discontinued) other than as a result of the normal
               expiration of any such benefit plan in accordance with its terms
               as in effect at the time of the Change-in-Control, or the taking
               of any action, or the failure to act, by the Employer which would
               adversely affect Executive's continued participation in any of
               such benefit plans on at least as favorable a basis to Executive
               as was the case on the date of the Change-in-Control or which
               would materially reduce Executive's benefits in the future under
               any of such benefit plans or deprive Executive of any material
               benefits enjoyed by Executive at the time of the
               Change-in-Control; PROVIDED, HOWEVER, that any such action or
               inaction on the part of the Employer, including any modification,
               cancellation or termination of any benefits plan, undertaken in
               order to maintain such plan in compliance with any federal, state
               or local law or regulation governing benefits plans, including,
               but not limited to, the Employment Retirement Income Security Act
               of 1974, shall not constitute a Force Out for the purposes of
               this Agreement;

                      (D)  the Employer's requiring Executive to be based in an
               office located more than 25 miles from Manhattan, except for
               required travel relating to the Employer's business to an extent
               substantially consistent with the business travel obligations
               which Executive undertook on behalf of the Employer prior to the
               Change-in-Control; or

                                        7
<Page>

                      (E)  the failure by the Employer to obtain from any
               successor to the Employer an agreement to be bound by this
               Agreement pursuant to Section 13 hereof.

               (iii)  "Person" shall have the meaning used in Sections 13(d) and
          14(d) of the Exchange Act; provided however, that the term "Person"
          shall not include (A) Stephen L. Green or Nancy A. Peck, or (B) the
          Employer, any of its subsidiaries, or any trustee, fiduciary or other
          person or entity holding securities under any employee benefit plan of
          the Employer or any of its subsidiaries.

     7.   COMPENSATION UPON TERMINATION OR DURING DISABILITY.

          (a)  TERMINATION WITHOUT CAUSE OR WITH GOOD REASON. If (i) Executive
     is terminated without Cause pursuant to Section 6(a)(iv) above, or (ii)
     Executive shall terminate his employment hereunder with Good Reason
     pursuant to Section (6)(b)(ii) above, then the Employment Period shall
     terminate as of the effective date set forth in the written notice of such
     termination (the "Termination Date") and Executive shall be entitled to the
     following benefits:

               (i)    The Employer shall continue to pay Executive's Base Salary
          (at the rate in effect on the date of his termination) and annual
          performance bonus (based on the amount paid for the immediately
          preceding year or, if the termination takes place prior to a bonus
          having been previously so paid, the sum of $100,000) for the remaining
          term of the Employment Period after the date of Executive's
          termination, on the same periodic payment dates as payment would have
          been made to Executive had the Employment Period not been terminated
          for the remaining term of the Employment Period after the date of
          Executive's termination; PROVIDED, HOWEVER, that if such termination
          occurs upon or following a Change-in-Control, the Employer shall
          continue to pay Executive's Base Salary (at the rate in effect on the
          date of his termination) and annual performance bonus (based on the
          highest amount paid for the three preceding years or, if the
          termination takes place prior to a bonus having been previously so
          paid, the sum of $100,000) for the remaining term of the Employment
          Period after the date of Executive's termination. It is expressly
          agreed that the Executive shall receive a bonus for each remaining
          year of this Agreement and that the bonus will be paid in a lump sum
          within thirty (30) days after the Executive's termination.

               (ii)   For the remaining term of the Employment Period, Executive
          shall continue to receive all benefits described in Section 3 existing
          on the date of termination, including, but not limited to, any bonuses
          or equity awards described in Section 3 of this Agreement, subject to
          the terms and conditions upon which such benefits may be offered. For
          purposes of the application of such benefits, Executive shall be
          treated as if he had remained in the employ of the Employer with a
          Base Salary at the rate in effect on the date of termination.

                                        8
<Page>

               (iii)  Any unvested shares of restricted stock granted to the
          Executive by the Employer shall become vested on the date of the
          Executive's termination.

               (iv)   If Executive obtains other employment, or receives any
          wages for services rendered to any person or entity during the
          remaining term of Employment Period after the date of Executive's
          termination, the payments due under Section 7(a)(i) will be reduced by
          the amount of such wages. Executive shall give prompt notice to the
          Employer of any such employment undertaken or services rendered by
          him, which notice shall include a description of the wages he will
          receive, the date of receipt, and a copy of each relevant agreement or
          contract. Executive shall also give prompt notice to the Employer of
          any changes in such employment or wages.

               (v)    If in the opinion of tax counsel selected by the Executive
          and reasonably acceptable to the Employer, the Executive has or will
          receive any compensation (including without limitation as a result of
          the accelerated vesting of equity awards) or recognize any income
          (whether or not pursuant to this Agreement or any plan or other
          arrangement of the Employer and whether or not the Employment Period
          or the Executive's employment with the Employer has terminated) which
          will constitute an "excess parachute payment" within the meaning of
          Section 280G(b)(1) of the Internal Revenue Code (the "Code") (or for
          which a tax is otherwise payable under Section 4999 of the Code or any
          successor provision thereto), then the Employer shall pay the
          Executive an additional amount (the "Additional Amount") equal to the
          sum of (i) all taxes payable by the Executive under Section 4999 of
          the Code with respect to all such excess parachute payments and any
          such Additional Amount, plus (ii) all federal, state and local income
          taxes payable by Executive with respect to any such Additional Amount.
          Any amounts payable pursuant to this paragraph (v) shall be paid by
          the Employer to the Executive within 30 days of each written request
          therefor made by the Executive.

          (b)  TERMINATION FOR CAUSE OR WITHOUT GOOD REASON. If (i) Executive is
     terminated for Cause pursuant to Section 6(a)(iii)(i-iii) above, or (ii)
     Executive shall voluntarily terminate his employment hereunder without Good
     Reason pursuant to Section 6(b)(ii) above, then the Employment Period shall
     terminate as of the effective date set forth in the written notice of such
     termination (the "Termination Date") and Executive shall be entitled to
     receive only his Base Salary at the rate then in effect until the
     Termination Date and any outstanding stock options held by Executive shall
     expire in accordance with the terms of the stock option plan or option
     agreement under which the stock options were granted.

          (c)  TERMINATION BY REASON OF DEATH. If Executive's employment
     terminates due to his death, the Employer shall pay Executive's Base Salary
     plus any applicable pro rata portion of the annual performance bonus
     described in Section 3(c) above for a period

                                        9
<Page>

     of six months from the date of his death, or such longer period as the
     Employer's Board of Directors may determine, to Executive's estate or to a
     beneficiary designated by Executive in writing prior to his death. If such
     death occurs during a vesting period, a pro rata portion of the unvested
     shares of restricted stock granted to the Executive that otherwise would
     have become vested upon the conclusion of such vesting period shall become
     vested on the date of the Executive's termination due to his death, and a
     pro rata portion of the unexercisable stock options granted to the
     Executive that otherwise would have become exercisable upon the conclusion
     of such vesting period shall become exercisable on the date of the
     Executive's termination due to such death. Furthermore, upon such death,
     any unexercised stock options granted to the Executive shall remain
     exercisable until the earlier of (A) the date on which the term of such
     stock options otherwise would have expired, or (B) the second January 1
     after the date of the Executive's termination due to his death.

          (d)  TERMINATION BY REASON OF DISABILITY. In the event that
     Executive's employment terminates due to his disability as defined in
     Section 6(a)(ii) above, Executive shall be entitled to be paid his Base
     Salary plus any applicable pro rata portion of the annual performance bonus
     described in Section 3(c) above for a period of six months from the date of
     such termination, or for such longer period as such benefits are then
     provided with respect to other senior executives of the Employer. If such
     disability occurs during a vesting period, a pro rata portion of the
     unvested shares of restricted stock granted to the Executive that otherwise
     would have become vested upon the conclusion of such vesting period shall
     become vested on the date of the Executive's termination due to his
     disability, and a pro rata portion of the unexercisable stock options
     granted to the Executive that otherwise would have become exercisable upon
     the conclusion of such vesting period shall become exercisable on the date
     of the Executive's termination due to such disability. Furthermore, upon
     such disability, any unexercised stock options granted to the Executive
     shall remain exercisable until the earlier of (A) the date on which the
     term of such stock options otherwise would have expired, or (B) the second
     January 1 after the date of the Executive's termination due to his
     disability.

          (e)  ARBITRATION IN THE EVENT OF A DISPUTE REGARDING THE NATURE OF
     TERMINATION. In the event that the Executive's employment is terminated by
     the Employer for Cause or by Executive for Good Reason, and Executive
     contends that such Cause or Good Reason did not exist, the parties agree to
     submit such claim to arbitration before the American Arbitration
     Association ("AAA"), and Executive and Employer hereby agrees to submit to
     any such dispute to arbitration pursuant to the terms of this Section 7(e).
     In such a proceeding, the only issue before the arbitrator will be whether
     Executive's employment was in fact terminated for Cause or for Good Reason,
     as the case may be. If the arbitrator determines that Executive's
     employment was terminated by the Employer without Cause or was terminated
     by Executive for Good Reason, the only remedy that the arbitrator may award
     is an amount equal to the severance payments specified in Section 7, the
     costs of arbitration, and Executive's attorneys' fees. If the arbitrator
     finds that Executive's employment was terminated by the Employer for Cause

                                       10
<Page>

     or by the Executive without Good Reason, the arbitrator will be without
     authority to award Executive anything, and the parties will each be
     responsible for their own attorneys' fees, and the costs of arbitration
     will be paid 50% by Executive and 50% by the Employer.

     8.   CONFIDENTIALITY; PROHIBITED ACTIVITIES. The Executive and the Employer
recognize that due to the nature of his employment and relationship with the
Employer, the Executive has access to and develops confidential business
information, proprietary information, and trade secrets relating to the business
and operations of the Employer. The Executive acknowledges that such information
is valuable to the business of the Employer, and that disclosure to, or use for
the benefit of, any person or entity other than the Employer, would cause
irreparable damage to the Employer. The Executive further acknowledges that his
duties for the Employer include the duty to develop and maintain client,
customer, employee, and other business relationships on behalf of the Employer;
and that access to and development of those close business relationships for the
Employer render his services special, unique and extraordinary. In recognition
that the good will and business relationships described herein are valuable to
the Employer, and that loss of or damage to those relationships would destroy or
diminish the value of the Employer, the Executive agrees as follows:

          (a)  CONFIDENTIALITY. During the term of this Agreement (including any
     renewals), and at all times thereafter, the Executive shall maintain the
     confidentiality of all confidential or proprietary information of the
     Employer ("Confidential Information"), and, except in furtherance of the
     business of the Employer or as specifically required by law or by court
     order, he shall not directly or indirectly disclose any such information to
     any person or entity; nor shall he use Confidential Information for any
     purpose except for the benefit of the Employer. For purposes of the
     Agreement, "Confidential Information" includes, without limitation: client
     or customer lists, identities, contacts, business and financial information
     (excluding those of Executive prior to employment with Employer);
     investment strategies; pricing information or policies, fees or commission
     arrangements of the Employer; marketing plans, projections, presentations
     or strategies of the Employer; financial and budget information of the
     Employer; new personnel acquisition plans; and all other business related
     information which has not been publicly disclosed by the Employer. This
     restriction shall apply regardless of whether such Confidential Information
     is in written, graphic, recorded, photographic, data or any machine
     readable form or is orally conveyed to, or memorized by, the Executive.

          (b)  PROHIBITED ACTIVITIES. Because Executive's services to the
     Employer are essential and because Executive has access to the Employer's
     Confidential Information, Executive covenants and agrees that:

               (i)    (A) during the Employment Period, and (B) in the event
          that this Agreement is terminated (I) by the Employer for Cause or
          (II) by the Executive for any reason other than death, disability,
          Good Reason or the expiration of the term of the Agreement, Executive
          will not, without the prior written consent of

                                       11
<Page>

          the Board of Directors of the Employer which shall include the
          unanimous consent of the Directors who are not officers of the
          Employer, directly or indirectly (individually, or through or on
          behalf of another entity as owner, partner, agent, employee,
          consultant, or in any other capacity), during the Noncompetition
          Period, solicit or accept any offer or grant of employment in the
          greater New York metropolitan area, whether as an owner, partner,
          employee, consultant, director, officer, trustee or agent, (it being
          understood that the restrictions regarding such activities shall not
          apply with respect to any termination of this Agreement by the
          Executive upon or after the occurrence of a Change-in-Control); and

               (ii)   during the Employment Period, and during the two-year
          period following the termination of the Executive by either party for
          any reason (including the expiration of the term of the Agreement),
          Executive will not, without the prior written consent of the Board of
          Directors of the Employer which shall include the unanimous consent of
          the Directors who are not officers of the Employer, directly or
          indirectly (individually, or through or on behalf of another entity as
          owner, partner, agent, employee, consultant, or in any other
          capacity), solicit, encourage, or engage in any activity to induce any
          Employee of the Employer to terminate employment with the Employer, or
          to become employed by, or to enter into a business relationship with,
          any other person or entity. For purposes of this subsection, the term
          Employee means any individual who is an employee of or consultant to
          the Employer (or any affiliate) during the six-month period prior to
          Executive's last day of employment.

          (c)  NONCOMPETITION PERIOD. For purposes of this Section 8, the
     Noncompetition Period shall mean the period commencing on the date of
     termination of Executive's employment under this Agreement and ending on
     the earlier of (i) the date on which the term of this Agreement otherwise
     would have expired, or (ii) the first anniversary of the date of
     termination of Executive's employment under this Agreement.

          (d)  PASSIVE INVESTMENTS. During the term of Employment Period,
     notwithstanding anything contained herein to the contrary, Executive is not
     prohibited by this Section 8 from making investments in any entity that
     engages, directly or indirectly, in the acquisition, development,
     construction, operation, management, financing or leasing of office real
     estate properties, regardless of where they are located if Executive's
     aggregate investment in such entity constitutes less than one percent (1%)
     of the equity ownership of such entity.

          (e)  EMPLOYER PROPERTY. The Executive acknowledges that all originals
     and copies of materials, records and documents generated by him or coming
     into his possession during his employment by the Employer are the sole
     property of the Employer ("Employer Property"). During his employment, and
     at all times thereafter, the Executive shall not remove, or cause to be
     removed, from the premises of the Employer,

                                       12
<Page>

     copies of any record, file, memorandum, document, computer related
     information or equipment, or any other item relating to the business of the
     Employer, except in furtherance of his duties under the Agreement. When the
     Executive terminates his employment with the Employer, or upon request of
     the Employer at any time, the Executive shall promptly deliver to the
     Employer all originals and copies of Employer Property in his possession or
     control and shall not retain any originals or copies in any form.

          (f)  NO DISPARAGEMENT. For one year following termination of the
     Executive's employment for any reason, the Executive shall not
     intentionally disclose or cause to be disclosed any negative, adverse or
     derogatory comments or information about (i) the Employer and its parent,
     affiliates or subsidiaries, if any; (ii) any product or service provided by
     the Employer and its parent, affiliates or subsidiaries, if any; or (iii)
     the Employer's and its parent's, affiliates' or subsidiaries' prospects for
     the future. For one year following termination of the Executive's
     employment for any reason, the Employer shall not disclose or cause to be
     disclosed any negative, adverse or derogatory comments or information about
     the Executive. Nothing in this Section shall prohibit either the Employer
     or the Executive from testifying truthfully in a judicial or administrative
     proceeding in response to a subpoena.

          (g)  REMEDIES. The Executive declares that the foregoing limitations
     in Sections 8(a) through 8(f) above are reasonable and necessary for the
     adequate protection of the business and the goodwill of the Employer. In
     any restriction contained in this Section 8 shall be deemed to be invalid,
     illegal or unenforceable by reason of the extent, duration or scope
     thereof, or otherwise, then the court making such determination shall have
     the right to reduce such extent, duration, scope, or other provisions
     hereof to make the restriction consistent with applicable law, and in its
     reduced form such restriction shall then be enforceable in the manner
     contemplated hereby. In the event that the Executive breaches any of the
     promises contained in this Section 8, the Executive acknowledges that the
     Employer's remedy at law for damages will be inadequate and that the
     Employer will be entitled to specific performance, a temporary restraining
     order or preliminary injunction to prevent the Executive's prospective or
     continuing breach and to maintain the status quo. The existence of this
     right to injunctive relief, or other equitable relief, or the Employer's
     exercise of any of these rights, shall not limit any other rights or
     remedies the Employer may have in law or in equity, including, without
     limitation, the right to arbitration contained in Section 7(c) hereof and
     the right to compensatory and monetary damages. In the event that a final
     non-appealable judgment is entered in favor of one of the parties, that
     party shall be reimbursed by the other party for all costs and attorneys'
     fees incurred by such party in such action. Executive hereby agrees to
     waive his right to a jury trial with respect to any action commenced to
     enforce the terms of this Agreement.

          (h)  TRANSITION. Regardless of the reason for his departure from the
     Employer, the Executive agrees that at Employer's sole costs and expense,
     for a period of not more

                                       13
<Page>

     than thirty (30) days after termination of Executive, he shall take all
     steps reasonably requested by the Employer to effect a successful
     transition of client and customer relationships to the person or persons
     designated by the Employer, and a transition of the systems, controls,
     reporting processes, programs and other operational components within
     Executive's position.

          (i)  COOPERATION WITH RESPECT TO LITIGATION. During the Employment
     period and at all times thereafter, Executive agrees to give prompt written
     notice to the Employer of any claim relating to the Employer and to
     cooperate fully, in good faith and to the best of his ability with the
     Employer in connection with any and all pending, potential or future
     claims, investigations or actions which directly or indirectly relate to
     any action, event or activity about which Executive may have knowledge in
     connection with or as a result of his employment by the Employer
     hereinunder. Such cooperation will include all assistance that the
     Employer, its counsel or its representatives may reasonably request,
     including reviewing documents, meeting with counsel, providing factual
     information and material, and appearing or testifying as a witness;
     provided, however, that the Employer will reimburse Executive for all
     reasonable expenses, including travel, lodging and meals, incurred by him
     in fulfilling his obligations under this Section 8(i) and, except as may be
     required by law or by court order, should Executive then be employed by an
     entity other than the Employer, such cooperation will not materially
     interfere with Executive's then current employment.

          (j)  SURVIVAL. The provisions of this Section 8(a) shall survive
     termination of the Executive's employment and those of Section 8(b) shall
     survive for the periods specified therein following termination. The
     covenants contained in Section 8 shall be construed as independent of any
     of other provisions contained in this Agreement and shall be enforceable
     regardless of whether the Executive has a claim against the Employer under
     the Agreement or otherwise.

     9.   CONFLICTING AGREEMENTS. Executive hereby represents and warrants that
the execution of this Agreement and the performance of his obligations hereunder
will not breach or be in conflict with any other agreement to which he is a
party or is bound, and that he is not now subject to any covenants against
competition or similar covenants which would affect the performance of his
obligations hereunder.

     10.  NOTICES. All notices or other communications required or permitted to
be given hereunder shall be in writing and shall be delivered by hand and or
sent by prepaid telex, cable or other electronic devices or sent, postage
prepaid, by registered or certified mail or telecopy or overnight courier
service and shall be deemed given when so delivered by hand, telexed, cabled or
telecopied, or if mailed, three days after mailing (one business day in the case
of express mail or overnight courier service), as follows:

          (a)  if to the Executive:

               Thomas E. Wirth

                                       14
<Page>

               ________________

               ________________

          (b)  if to the Employer:

               SL Green Realty Corp.
               420 Lexington Avenue
               New York, New York 10170
               Attn: President

     or such other address as either party may from time to time specify by
     written notice to the other party hereto.

     11.  AMENDMENTS. No amendment, modification or waiver in respect of this
Agreement shall be effective unless it shall be in writing and signed by the
party against whom such amendment, modification or waiver is sought.

     12.  SEVERABILITY. If any provision of this Agreement (or any portion
thereof) or the application of any such provision (or any portion thereof) to
any person or circumstances shall be held invalid, illegal or unenforceable in
any respect by a court of competent jurisdiction, such invalidity, illegality or
unenforceability shall not affect any other provision hereof (or the remaining
portion hereof) or the application of such provision to any other persons or
circumstances.

     13.  SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon and inure
to the benefit of both parties and their respective successors and assigns,
including any corporation with which or into which the Employer may be merged or
which may succeed to its assets or business, PROVIDED, HOWEVER, that the
obligations of the Employee are personal and shall not be assigned by him. This
Agreement shall inure to the benefit of and be enforceable by the Executive's
personal and legal representatives, executors, administrators, assigns, heirs,
distributees, devisees and legatees.

     14.  COUNTERPARTS. This Agreement may be executed in one or more
counterparts, all of which shall be considered one and the same agreement, and
shall become effective when one or more such counterparts have been signed by
each of the parties and delivered to the other party.

     15.  GOVERNING LAW. This Agreement shall be governed by and construed in
accordance with the laws of the State of New York applicable to agreements made
and to be performed entirely within such State, without regard to the conflicts
of law principles of such State.

     16.  CHOICE OF VENUE. Executive agrees to submit to the jurisdiction of the
United States District Court for the Southern District of New York or the
Supreme Court of the State of

                                       15
<Page>

New York, New York County, for the purpose of any action to enforce any of the
terms of this Agreement.

     17.  ENTIRE AGREEMENT. This Agreement contains the entire agreement and
understanding between the parties hereto with respect to the subject matter
hereof and supersedes all prior agreements and understandings relating to such
subject matter. The parties hereto shall not be liable or bound to any other
party in any manner by any representations, warranties or covenants relating to
such subject matter except as specifically set forth herein.

     18.  PARAGRAPH HEADINGS. Paragraph headings used in this Agreement are
included for convenience of reference only and will not affect the meaning of
any provision of this agreement.

     19.  BOARD APPROVAL. Employer represents that its Board of Directors has
approved, or will approve, the economic terms of this Agreement.

     IN WITNESS WHEREOF, this Agreement is entered into as of the date and year
first above written.


                                         SL GREEN REALTY CORP.

                                         By:
                                            --------------------------------
                                            Name:  Stephen L. Green
                                            Title: Chairman


----------------------
Thomas E. Wirth

                                       16

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.12
<SEQUENCE>14
<FILENAME>a2091718zex-10_12.txt
<DESCRIPTION>EXHIBIT 10.12
<TEXT>
<Page>

                                                                   EXHIBIT 10.12

                                                               EXECUTION VERSION


                 REVOLVING SECURED CREDIT AND GUARANTY AGREEMENT

                                      among

                     SL GREEN OPERATING PARTNERSHIP, L. P.,

                                  As Borrower,

                              SL GREEN REALTY CORP.

                       AND ITS SUBSIDIARIES PARTY HERETO,

                                 As Guarantors,

                            THE LENDERS PARTY HERETO,

                                   As Lenders,

                              FLEET NATIONAL BANK,

                     As Administrative Agent for the Lenders

                and As Collateral Agent for the Secured Parties,


                           FIRST UNION NATIONAL BANK,

                      As Syndication Agent for the Lenders,

                                 SOVEREIGN BANK,

                     As Documentation Agent for the Lenders,

                           FLEET SECURITIES, INC. and

                          FIRST UNION SECURITIES, INC.,

                                 As Co-Arrangers


                        Effective Date: December 20, 2001

<Page>

                                TABLE OF CONTENTS

<Table>
<Caption>
                                                                                                                  Page
                                                                                                                  ----
<S>                                                                                                                <C>
Section 1.    DEFINITIONS AND RULES OF INTERPRETATION...............................................................1
   Section 1.1.   Definitions.......................................................................................1
   Section 1.2.   Rules of Interpretation..........................................................................18

Section 2.    REVOLVING SECURED CREDIT FACILITY....................................................................19
   Section 2.1.   Commitment to Lend; Limitation on Total Commitment...............................................19
   Section 2.2.   Changes in Total Commitment......................................................................19
   Section 2.3.   The Notes........................................................................................19
   Section 2.4.   Interest on Loans................................................................................20
   Section 2.5.   Requests for Loans...............................................................................20
   Section 2.6.   Conversion Options...............................................................................21
   Section 2.7.   Funds for Loans..................................................................................22
   Section 2.8.   Extension of Maturity Date.......................................................................22

Section 3.    REPAYMENT OF THE LOANS...............................................................................23
   Section 3.1.   Maturity.........................................................................................23
   Section 3.2.   Mandatory Repayments of Loan.....................................................................23
   Section 3.3.   Optional Repayments of Loans.....................................................................23

Section 4.    CERTAIN GENERAL PROVISIONS...........................................................................25
   Section 4.1.   Fees.............................................................................................25
   Section 4.2.   Commitment Fee...................................................................................25
   Section 4.3.   Funds for Payments...............................................................................25
   Section 4.4.   Computations.....................................................................................26
   Section 4.5.   Additional Costs, Etc............................................................................26
   Section 4.6.   Capital Adequacy.................................................................................27
   Section 4.7.   Certificate......................................................................................27
   Section 4.8.   Indemnity........................................................................................27
   Section 4.9.   Interest on Overdue Amounts......................................................................28
   Section 4.10.  Inability to Determine LIBOR Rate................................................................28
   Section 4.11.  Illegality.......................................................................................28
   Section 4.12.  Replacement of Lenders...........................................................................28

Section 5.    STRUCTURED FINANCE COLLATERAL ASSETS; NO LIMITATION ON RECOURSE......................................29
   Section 5.1.   Structured Finance Collateral Assets.............................................................29
   Section 5.2.   Waivers by Requisite Lenders.....................................................................29
   Section 5.3.   Rejection of Structured Finance Collateral Assets................................................29
   Section 5.4.   Change in Circumstances..........................................................................30
   Section 5.5.   No Limitation on Recourse........................................................................30
   Section 5.6.   Additional Guarantors............................................................................30

Section 6.    REPRESENTATIONS AND WARRANTIES.......................................................................30
</Table>

                                       -i-
<Page>

<Table>
<Caption>
                                                                                                                  Page
                                                                                                                  ----
<S>                                                                                                                <C>
   Section 6.1.   Authority; Etc...................................................................................30
   Section 6.2.   Governmental Approvals...........................................................................32
   Section 6.3.   Title to Properties..............................................................................32
   Section 6.4.   Financial Statements.............................................................................32
   Section 6.5.   No Material Changes, Etc.........................................................................33
   Section 6.6.   Franchises, Patents, Copyrights, Etc.............................................................33
   Section 6.7.   Litigation.......................................................................................33
   Section 6.8.   No Materially Adverse Contracts, Etc.............................................................33
   Section 6.9.   Compliance With Other Instruments, Laws, Etc.....................................................33
   Section 6.10.  Tax Status.......................................................................................33
   Section 6.11.  Event of Default. No Default or Event of Default has occurred and is continuing hereunder........34
   Section 6.12.  Investment Company Act...........................................................................34
   Section 6.13.  Absence of Financing Statements, Etc.............................................................34
   Section 6.14.  Status of the Company............................................................................34
   Section 6.15.  Certain Transactions.............................................................................34
   Section 6.16.  Benefit Plans; Multiemployer Plans; Guaranteed Pension Plans.....................................34
   Section 6.17.  Regulations U and X..............................................................................34
   Section 6.18.  Environmental Compliance.........................................................................35
   Section 6.19.  Subsidiaries and Affiliates......................................................................36
   Section 6.20.  Loan Documents...................................................................................36
   Section 6.22.  Indebtedness.....................................................................................36

Section 7.    AFFIRMATIVE COVENANTS OF THE BORROWER................................................................38
   Section 7.1.   Punctual Payment.................................................................................38
   Section 7.2.   Maintenance of Office............................................................................38
   Section 7.3.   Records and Accounts.............................................................................38
   Section 7.4.   Financial Statements, Certificates and Information...............................................38
   Section 7.5.   Notices..........................................................................................40
   Section 7.6.   Existence; Maintenance of REIT Status; Maintenance of Properties.................................41
   Section 7.7.   Insurance........................................................................................41
   Section 7.8.   Taxes............................................................................................41
   Section 7.9.   Inspection of Properties and Books...............................................................42
   Section 7.10.  Compliance with Laws, Contracts, Licenses, and Permits...........................................42
   Section 7.11.  Use of Proceeds..................................................................................42
   Section 7.13.  Notices of Significant Transactions..............................................................43
   Section 7.14.  Further Assurance................................................................................43
   Section 7.15.  Environmental Indemnification....................................................................43
   Section 7.16.  Response Actions.................................................................................43
   Section 7.17.  Employee Benefit Plans...........................................................................43
   Section 7.18.  Required Interest Rate Contracts.................................................................44
   Section 7.19.  Forward Equity Contracts.........................................................................44

Section 8.    CERTAIN NEGATIVE COVENANTS OF THE BORROWER...........................................................45
   Section 8.1.   Intentionally Omitted............................................................................45
   Section 8.2.   Restrictions on Investments......................................................................45
</Table>

                                      -ii-
<Page>

<Table>
<Caption>
                                                                                                                  Page
                                                                                                                  ----
<S>                                                                                                                <C>
   Section 8.3.   Merger, Consolidation and Other Fundamental Changes..............................................47
   Section 8.4.   Sale of Collateral...............................................................................47
   Section 8.5.   Compliance with Environmental Laws...............................................................47
   Section 8.6.   Distributions....................................................................................47
   Section 8.7.   Preferred Distributions..........................................................................48
   Section 8.8.   Preferred Redemptions............................................................................48

Section 9.    FINANCIAL COVENANTS OF THE BORROWER..................................................................48
   Section 9.2.   Minimum Debt Service Coverage....................................................................48
   Section 9.3.   Total Debt to Total Assets.......................................................................48
   Section 9.4.   Minimum Tangible Net Worth.......................................................................48
   Section 9.5.   Adjusted EBITDA to Fixed Charges.................................................................48
   Section 9.6.   Aggregate Occupancy Rate ........................................................................48
   Section 9.7.   Value of All Unencumbered Assets.................................................................48
   Section 9.8.   Amendments and Modifications to Section 9........................................................48

Section 10.   CONDITIONS TO EFFECTIVENESS..........................................................................49
   Section 10.1.  Loan Documents...................................................................................49
   Section 10.2.  Certified Copies of Organization Documents; Good Standing Certificates ..........................49
   Section 10.3.  By-laws; Resolutions.............................................................................49
   Section 10.4.  Incumbency Certificate; Authorized Signers.......................................................49
   Section 10.5.  Title Insurance; Lien Searches...................................................................50
   Section 10.6.  Opinions of Counsel Concerning Organization, Loan Documents and Collateral.......................50
   Section 10.7.  Payment of Fees..................................................................................50
   Section 10.8.  Pledge and Security Agreement and other Collateral Documents.....................................50

Section 11.   CONDITIONS TO ALL CREDIT ADVANCES....................................................................50
   Section 11.1.  Representations True; No Event of Default; Compliance Certificate................................50
   Section 11.2.  No Legal Impediment..............................................................................51
   Section 11.3.  Proceedings and Documents........................................................................51

Section 12.   EVENTS OF DEFAULT; ACCELERATION; ETC.................................................................51
   Section 12.1.  Events of Default and Acceleration...............................................................51
   Section 12.2.  Termination of Commitments.......................................................................54
   Section 12.3.  Remedies.........................................................................................54
   Section 12.4.  Distribution of Enforcement Proceeds.............................................................54

Section 13.   SETOFF...............................................................................................55

Section 14.   THE AGENT............................................................................................55
   Section 14.1.  Authorization....................................................................................55
   Section 14.2.  Employees and Agents.............................................................................56
   Section 14.3.  No Liability to Lenders..........................................................................56
   Section 14.4.  No Representations...............................................................................56
   Section 14.5.  Payments.........................................................................................56
</Table>

                                      -iii-
<Page>

<Table>
<Caption>
                                                                                                                  Page
                                                                                                                  ----
<S>                                                                                                                <C>
   Section 14.6.  Holders of Notes.................................................................................57
   Section 14.7.  Indemnity........................................................................................58
   Section 14.8.  Agent as Lender..................................................................................58
   Section 14.9.  Resignation......................................................................................58
   Section 14.10. Notification of Defaults and Events of Default  and other Notices................................58
   Section 14.11. Duties in the Case of Enforcement................................................................58
   Section 14.12. Mandatory Resignation of Agent...................................................................59
   Section 14.13. Matters as to Borrower...........................................................................59
   Section 14.14. Concerning the Collateral and the Collateral Documents...........................................59

Section 16.   INDEMNIFICATION......................................................................................61

Section 17.   SURVIVAL OF COVENANTS, ETC...........................................................................62

Section 18.   GUARANTY.............................................................................................62
   Section 18.1.  Guaranty.........................................................................................62
   Section 18.2.  Obligations Unconditional........................................................................63
   Section 18.3.  Modifications....................................................................................63
   Section 18.4.  Waiver of Rights.................................................................................64
   Section 18.5.  Reinstatement....................................................................................64
   Section 18.6.  Remedies.........................................................................................64
   Section 18.7.  Limitation of Guaranty...........................................................................64
   Section 18.8.  Release of Guaranty..............................................................................65

Section 19.   ASSIGNMENT; PARTICIPATIONS; ETC......................................................................65
   Section 19.1.  Conditions to Assignment by Lenders..............................................................65
   Section 19.2.  Certain Representations and Warranties; Limitations; Covenants...................................65
   Section 19.3.  Register.........................................................................................66
   Section 19.4.  New Notes........................................................................................66
   Section 19.5.  Participations...................................................................................67
   Section 19.6.  Pledge by Lender.................................................................................67
   Section 19.7.  No Assignment by Borrower........................................................................67
   Section 19.8.  Disclosure.......................................................................................68

Section 20.   NOTICES, ETC.........................................................................................68

Section 22.   HEADINGS.............................................................................................69

Section 23.   COUNTERPARTS.........................................................................................69

Section 24.   ENTIRE AGREEMENT.....................................................................................69

Section 25.   WAIVER OF JURY TRIAL AND CERTAIN DAMAGE CLAIMS.......................................................69

Section 26.   CONSENTS, AMENDMENTS, WAIVERS, ETC...................................................................70

Section 27.   SEVERABILITY.........................................................................................70
</Table>

                                      -iv-
<Page>

<Table>
<Caption>
                                                                                                                  Page
                                                                                                                  ----
<S>                                                                                                                <C>
Section 28.   ACKNOWLEDGMENTS......................................................................................70

Section 29.   USURY LIMITATION.....................................................................................71

Section 30.   REPLACEMENT OF LOST NOTES............................................................................71
</Table>

                                       -v-
<Page>

Exhibit A         Form of Note
Exhibit B         Form of Loan Request
Exhibit C         Form of Compliance Certificate
Exhibit D         Form of Pledge and Security Agreement
Exhibit E         Form of Assignment and Acceptance

Schedule 1        Lenders; Domestic and LIBOR Lending Offices
Schedule 1.1      Structured Finance Collateral Assets
Schedule 1.2      Commitments and Commitment Percentages
Schedule 1.3      Related Companies, Unconsolidated Entities and Guarantors
Schedule 1.4.     [INTENTIONALLY OMITTED]
Schedule 6.3      Title to Properties
Schedule 6.7      Litigation
Schedule 6.15     Insider Transactions
Schedule 6.16     Employee Benefit Plans
Schedule 6.18     Environmental Matters
Schedule 6.19     Company Assets
Schedule 6.21     Building Structural Defects, etc.
Schedule 6.22     Indebtedness
Schedule 8.2(d)   Investments

                                      -vi-
<Page>

                                CREDIT AGREEMENT

     This REVOLVING SECURED CREDIT AND GUARANTY AGREEMENT is made as of the
20(th) day of December, 2001, 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 or from time to time hereafter as a
"Guarantor", (iv) each of the financial institutions that is a signatory hereto
under the caption "Lenders" on the signature pages hereto or that, pursuant to
Section 19 hereof, shall become a "Lender" (individually, a "Lender" and,
collectively, the "Lenders"), (v) FLEET NATIONAL BANK, a national banking
association, as administrative agent for the Lenders hereunder and as collateral
agent for the Secured Parties under the Collateral Documents (in such
capacities, the "Agent"), (vi) FIRST UNION NATIONAL BANK, as syndication agent
for the Lenders hereunder, and (vii) SOVEREIGN BANK, as documentation agent for
the Lenders hereunder.

     WHEREAS, the Borrower has requested that the Lenders provide a secured
revolving credit facility in the maximum amount of $75,000,000 (the "Facility")
to the Borrower and the Lenders have agreed to provide such Facility subject to
the terms and conditions set forth herein;

     NOW, THEREFORE, to accomplish these purposes, the Agent, the Borrower, the
Guarantors and the Lenders hereby agree as follows:

     Section 1.       DEFINITIONS AND RULES OF INTERPRETATION

     Section 1.1.     Definitions. The following terms shall have the meanings
set forth in this Section 1 or elsewhere in the provisions of this Agreement
referred to below:

     Adjusted EBITDA. For any Person for any period, EBITDA minus (i) Minimum
Capital Expenditure Reserves and (ii) straight line rent adjustments for the
applicable period.

     Adjusted Net Operating Income. For any Real Estate Asset, as of any date of
determination, Net Operating Income for the three (3) month period immediately
preceding the date of determination, minus Minimum Capital Expenditures Reserves
for such period, and minus the Minimum Management Fees for such period;
provided, however, that for any Real Estate Asset acquired less than three (3)
months prior to such date of determination, such Real Estate Asset's Net
Operating Income shall be its pro forma Net Operating Income (as approved by the
Agent) for the entire fiscal quarter in which acquired.

     Adjusted Unsecured Debt. The sum of Unsecured Indebtedness plus any
Obligations outstanding, whether principal, interest, fees or otherwise.

     Adjusted Unencumbered Asset Value. When determined as of the end of any
fiscal quarter, the sum of (i) the Value of all Unencumbered Assets plus (ii)
75% of the aggregate

<Page>

amount of Structured Finance Collateral Asset Values for all Structured Finance
Collateral Assets.

     Affiliated Lenders. Any commercial bank or financial institution which is
(i) the parent corporation of any of the Lenders, (ii) a wholly-owned subsidiary
of any of the Lenders or (iii) a wholly-owned subsidiary of the parent
corporation of any of the Lenders.

     Agent. Fleet National Bank acting in its capacities as sole administrative
agent for the Lenders, or any successor administrative agent appointed pursuant
to Section14 hereof, and as collateral agent for the Secured Parties pursuant to
the Collateral Documents, or any successor collateral agent appointed pursuant
to Section 14 hereof.

     Agent's Head Office. The Agent's head office located at 100 Federal Street,
Boston, Massachusetts 02110, or at such other location in the United States as
the Agent may designate from time to time.

     Aggregate Occupancy Rate. With respect to the Unencumbered Assets at any
time, the ratio, as of such date, expressed as a percentage, of (i) the
summation of the amounts arrived at by multiplying (a) the Occupancy Rate of
each Unencumbered Asset by (b) the net rentable area of such Unencumbered Asset,
divided by (ii) the aggregate net rentable area of all such Unencumbered Assets.

     Agreement. This Revolving Secured Credit and Guaranty Agreement, including
the Schedules and Exhibits hereto.

     Applicable LIBOR Margin. One hundred fifty (150) basis points.

     Assignment and Acceptance. See Section 19.

     Bankruptcy Code. Title 11 of the United States Code, 11 U.S.C. Sections
1101 et seq., as the same may be amended from time to time.

     Base Rate. The higher of (a) the annual rate of interest announced from
time to time by Fleet National Bank ("Fleet") at Fleet's Head Office in Boston,
Massachusetts as its "base rate", and (b) one half of one percent (1/2%) above
the overnight federal funds effective rate as published by the Board of
Governors of the Federal Reserve System, as in effect from time to time.

     Base Rate Loans. Those Loans bearing interest calculated by reference to
the Base Rate.

     Borrower. As defined in the preamble hereto.

     Borrowing Date. The date on which any Loan is made or is to be made, and
the date on which any Loan is converted or continued in accordance with Section
2.6.

     Buildings. The buildings, structures and other improvements now or
hereafter located on the Unencumbered Assets.

                                       -2-
<Page>

     Business Day. Any day on which banking institutions in Boston,
Massachusetts, are open for the transaction of banking business and, in the case
of LIBOR Rate Loans, also a day which is a Eurodollar Business Day.

     Capitalized Leases. Leases under which the discounted future rental payment
obligations are required to be capitalized on the balance sheet of the Borrower
in accordance with Generally Accepted Accounting Principles.

     CERCLA. See Section 6.18.

     Co-Arrangers. Fleet Securities, Inc. and Wachovia Securities, Inc. or any
of the respective successors thereto.

     Code. The Internal Revenue Code of 1986, as amended and in effect from time
to time.

     Collateral. "Collateral" as defined in the Pledge and Security Agreement,
or as such term is defined in any other Collateral Document.

     Collateral Documents. The Pledge and Security Agreement and any other
documents executed and delivered by the Borrower or a Guarantor granting a lien
on its property to secure payment of the Obligations.

     Commitment. With respect to each Lender, the amount set forth from time to
time on Schedule 1.2 hereto as the amount of such Lender's commitment to make
Loans to the Borrower.

     Commitment Percentage. With respect to each Lender, the percentage set
forth from time to time on Schedule 1.2 hereto as such Lender's percentage of
the Total Commitment.

     Company. As defined in the preamble hereto.

     Compliance Certificate. See Section 2.5(a).

     Conversion Request. A notice given by the Borrower to the Agent of its
election to convert or continue a Loan in accordance with Section 2.6.

     Default. See Section 12.1.

     Delinquent Lender. See Section 14.5(c).

     Distribution. The declaration or payment of any dividend or distribution of
cash or cash equivalents to the holders of common shares of beneficial interest
in the Company or the holders of common units of limited partnership interest in
the Borrower, or any distribution to any officer, employee or director of the
Borrower or the Company, other than employee compensation consistent with past
practices.

     Dollars or $. Dollars in lawful currency of the United States of America.

                                       -3-
<Page>

     Domestic Lending Office. Initially, the office of each Lender designated as
such in Schedule 1 hereto; thereafter, such other office of such Lender, if any,
located within the United States that will be making or maintaining Base Rate
Loans.

     EBITDA. With respect to any Person for any period, earnings (or losses)
before interest and taxes of such Person and its Subsidiaries for such period
plus, to the extent deducted in computing such earnings (or losses) before
interest (including, without limitation, the interest portion of payments made
under Capitalized Leases) and taxes, depreciation and amortization expense and
other non-cash charges, all as determined on a consolidated basis with respect
to such Person and its Subsidiaries in accordance with Generally Accepted
Accounting Principles; provided, however, EBITDA shall exclude earnings or
losses resulting from (i) cumulative changes in accounting practices, (ii)
discontinued operations, (iii) extraordinary items, (iv) net income or net
losses of any entity acquired in a pooling of interest transaction for the
period prior to the acquisition, (v) net income or net losses, before
depreciation and amortization, of a Subsidiary that is unavailable to the
Borrower or the Company, (vi) net income or net losses not readily convertible
into Dollars or remittable to the United States, (vii) gains and losses from the
sale of assets, and (viii) net income or net losses, before depreciation and
amortization, from corporations, partnerships, associations, joint ventures or
other entities in which the Borrower, the Company or a Related Company thereof
has a minority interest and in which neither Borrower, the Company or the
Related Companies has control, except to the extent actually received.

     Effective Date. The date upon which this Agreement shall become effective
pursuant to Section 10. Unless the Agent notifies the Borrower and the Lenders
on the date hereof that some other date is the Effective Date, the Effective
Date shall be the date set forth on the first page of this Agreement.

     Eligible Assignee. Any of (a) a commercial bank organized under the laws of
the United States, or any State thereof or the District of Columbia, and having
total assets in excess of $5,000,000,000; (b) a savings and loan association or
savings bank organized under the laws of the United States, or any State thereof
or the District of Columbia, and having a net worth of at least $100,000,000,
calculated in accordance with Generally Accepted Accounting Principles; (c) a
commercial bank organized under the laws of any other country which is a member
of the Organization for Economic Cooperation and Development (the "OECD"), and
having total assets in excess of $5,000,000,000, provided that such bank is
acting through a branch or agency located in the country in which it is
organized or another country which is also a member of the OECD; (d) the central
bank of any country which is a member of the OECD; and (e) a finance company,
insurance company or other financial institution (whether a corporation,
partnership, trust or other entity) that is engaged in making, purchasing or
otherwise investing in commercial loans in the ordinary course of its business
and having total assets in excess of $5,000,000,000. Notwithstanding anything to
the contrary, the term Eligible Assignee shall exclude any Person controlling,
controlled by or under common control with, the Borrower or the Company.

     Employee Benefit Plan. Any employee benefit plan within the meaning of
Section 3 (3) of ERISA currently maintained or contributed to by the Borrower or
any ERISA Affiliate, other than a Multiemployer Plan.

                                       -4-
<Page>

     Environmental Laws. See Section 6.18(a).

     ERISA. The Employee Retirement Income Security Act of 1974, as amended and
in effect from time to time.

     ERISA Affiliate. Any Person which is treated as a single employer with the
Borrower under Section 414(b) or (c) of the Code.

     ERISA Event. Any of the following:

          (i) a "reportable event" within the meaning of Section 4043 of ERISA
     and the regulations issued thereunder with respect to any Guaranteed
     Pension Plan (excluding those for which the provision for 30-day notice to
     the PBGC has been waived by regulation),

          (ii) the failure to meet the minimum funding standard of Section 412
     of the Code with respect to any Guaranteed Pension Plan (whether or not
     waived in accordance with Section 412(d) of the Code) or the failure to
     make by its due date a required installment under Section 412 (m) of the
     Code with respect to any Guaranteed Pension Plan or the failure to make by
     its due date any required contribution to a Multiemployer Plan,

          (iii) the provision by the administrator of any Guaranteed Pension
     Plan pursuant to Section 4041(a)(2) of ERISA of a notice of intent to
     terminate such plan in a distress termination described in Section 4041(c)
     of ERISA,

          (iv) the withdrawal by the Borrower or any of its ERISA Affiliates
     from any Guaranteed Pension Plan with two or more contributing sponsors or
     the termination of any such Guaranteed Pension Plan resulting in liability
     pursuant to Section 4063 or 4064 of ERISA in excess of $5,000,000.00,

          (v) the institution by the PBGC of proceedings to terminate any
     Guaranteed Pension Plan, or the occurrence of any event or condition which
     might reasonably be expected to constitute grounds under ERISA for the
     involuntary termination of, or the appointment of a trustee to administer,
     any Guaranteed Pension Plan,

          (vi) the imposition of liability on the Borrower or any of its ERISA
     Affiliates in excess of $5,000,000.00 pursuant to Section 4062(e) or 4069
     of ERISA or by reason of the application of Section 4212(c) of ERISA,

          (vii) the withdrawal by the Borrower or any of its ERISA Affiliates in
     a complete or partial withdrawal (within the meaning of Section 4203 and
     4205 of ERISA) from any Multiemployer Plan if there is any potential
     liability therefor in excess of $5,000,000.00, or the receipt by the
     Borrower or any of its ERISA Affiliates of notice from any Multiemployer
     Plan that it is in reorganization or insolvency pursuant to Section 4241 or
     4245 of ERISA, or that it intends to terminate or has terminated under
     Section 4041A or 4042 of ERISA, if such event could reasonably be expected
     to result in liability being imposed on Borrower or any of its ERISA
     Affiliates in excess of $5,000,000.00,

                                       -5-
<Page>

          (viii) the occurrence of an act or omission which could give rise to
     the imposition on the Borrower or any of its ERISA Affiliates of fines,
     penalties, taxes or related charges under Chapter 43 of the Code or under
     Section 409 or 502(c), (i) or (1) or 4071 of ERISA in excess of $5,000,000
     in respect of any Employee Benefit Plan,

          (ix) the assertion of a material claim (other than routine claims for
     benefits) against any Employee Benefit Plan other than a Multiemployer Plan
     or the assets thereof, or against the Borrower or any of its ERISA
     Affiliates in connection with any such Employee Benefit Plan,

          (x) receipt from the Internal Revenue Service of notice of the failure
     of any Pension Plan (or any other Benefit Plan intended to be qualified
     under Section 401(a) of the Code) to qualify under Section 401(a) of the
     Code, or the failure of any trust forming part of any Guaranteed Pension
     Plan to qualify for exemption from taxation under Section 501(a) of the
     Code, or

          (xi) the imposition of a Lien pursuant to Section 401(a)(29) or 412(n)
     of the Code or pursuant to ERISA with respect to any Guaranteed Pension
     Plan.

     Eurocurrency Reserve Rate. For any day with respect to a LIBOR Rate Loan,
the maximum rate (expressed as a decimal) at which any of the Lenders would be
required to maintain reserves under Regulation D of the Board of Governors of
the Federal Reserve System (or any successor or similar regulations relating to
such reserve requirements) against "Eurocurrency Liabilities" (as that term is
used in Regulation D), if such liabilities were outstanding. The Eurocurrency
Reserve Rate shall be adjusted automatically on and as of the effective date of
any change in the Eurocurrency Reserve Rate.

     Eurodollar Business Day. Any day on which commercial banks are open for
international business (including dealings in Dollar deposits) in London or such
other eurodollar interbank market as may be selected by the Agent in its sole
discretion acting in good faith.

     Event of Default. See Section 12.1.

     Existing Credit Facility. The $300,000,000 unsecured credit facility
established pursuant to the Revolving Credit and Guaranty Agreement dated June
27, 2000 among Borrower, Guarantors party thereto, lenders party thereto, Fleet
National Bank, as Administrative Agent for the lenders party thereto, Salomon
Smith Barney Inc., as Syndication Agent for the lenders party thereto, and
Bankers Trust Company, as Documentation Agent for the lenders party thereto, as
amended and modified by the First Amendment to Revolving Credit and Guaranty
Agreement dated as of March 30, 2001, and as it may be further amended, modified
or supplemented from time to time.

     Extension Certification. See Section 2.8.

     Extension Date. See Section 2.8.

     Facility. The secured revolving line of credit facility provided to the
Borrower pursuant to this Agreement.

                                       -6-
<Page>

     Fixed Charges. With respect to any fiscal period of any Person, an amount
equal to the sum of (i) Interest Expense, (ii) regularly scheduled installments
of principal payable with respect to all Indebtedness of such Person, other than
balloon payments of principal at maturity, (iii) scheduled cash lease payments
or obligations with respect to Capitalized Leases of such Person plus (iv) in
the cases of the Company and the Borrower, all dividend payments due to the
holders of any preferred shares of beneficial interest of the Company and all
distributions due to the holders of any preferred limited partnership interests
in the Borrower.

     Fixed Rate Prepayment Fee. See Section 3.3.

     Forward Purchase Contract. With respect to any Person, a purchase agreement
entered into by such Person for the fee or leasehold purchase of an office
property to be constructed.

     Funds From Operations. Consolidated net income (loss) of the Borrower and
its Subsidiaries before extraordinary items, computed in accordance with
Generally Accepted Accounting Principles, plus, to the extent deducted in
determining net income (loss) and without duplication, (i) gains (or losses)
from debt restructuring and sales of property (or adjustments to basis of
properties or other assets), (ii) non-recurring charges, (iii) provisions for
losses, (iv) real estate related depreciation, amortization and other non-cash
charges (excluding amortization of financing costs), and (v) amortization of
organizational expenses minus, to the extent included in net income (loss) and
without duplication, (a) non-recurring income (loss) and (b) equity income
(loss) from unconsolidated partnerships and joint ventures less the
proportionate share of Funds From Operations of such partnerships and joint
ventures, which adjustments shall be calculated on a consistent basis.

     Generally Accepted Accounting Principles. Principles that are (a)
consistent with the principles promulgated or adopted by the Financial
Accounting Standards Board and its predecessors, as in effect from time to time
in the United States and (b) consistently applied with past financial statements
of the Borrower adopting the same principles; provided that a certified public
accountant would, insofar as the use of such accounting principles is pertinent,
be in a position to deliver an unqualified opinion (other than a qualification
regarding changes in Generally Accepted Accounting Principles) as to financial
statements in which such principles have been properly applied.

     Ground Lease. A leasehold interest in land and/or the improvements thereon.

     Guaranteed Pension Plan. Any employee pension benefit plan within the
meaning of Section 3(2) of ERISA maintained or contributed to by the Borrower or
any ERISA Affiliate the benefits of which are guaranteed on termination in full
or in part by the PBGC pursuant to Title IV of ERISA, other than a Multiemployer
Plan.

     Guaranteed Obligations. Collectively,

          (i)     the payment, as and when due, or by stated maturity,
     acceleration, or otherwise, of the Notes and all other amounts due and
     payable under the other Loan Documents to the Agent and the Lenders at such
     times and in the manner provided for in the Loan Documents, including
     interest accruing from and after the date of the commencement of a
     bankruptcy case against the Borrower or a Guarantor, and

                                       -7-
<Page>

          (ii)    the payment of all other obligations of the Borrower under the
     Loan Documents that can be performed by the payment of monies, either to
     the Agent and the Lenders directly or by reimbursement of advances by them,
     including, without limitation, the payment of income and other taxes by the
     Borrower.

     Guarantor. Each of the Company, any direct or indirect Subsidiary of the
Borrower or the Company owning any interest in a Structured Finance Collateral
Asset, and any other Subsidiaries of the Borrower or the Company which execute
and deliver this Agreement as a Guarantor.

     Guaranty. See Section 18.1.

     Hazardous Materials. See Section 6.18(b).

     Indebtedness. For any Person, without duplication, (i)(a) all indebtedness
of such Person for borrowed money and (b) all obligations of such Person to pay
a deferred purchase price for property or services, including, but not limited
to, obligations under Forward Purchase Contracts, having met all conditions of
repayment thereof but for the passage of time, (ii) all indebtedness of such
Person evidenced by a note, bond, debenture or similar instrument, (iii) the
outstanding undrawn amount of all letters of credit issued for the account of
such Person and, without duplication, all un-reimbursed amounts drawn
thereunder, (iv) all indebtedness of any other person or entity secured by any
Lien on any property owned by such Person, whether or not such indebtedness has
been assumed, (v) indebtedness of others guaranteed by such Person (including,
without limitation, indebtedness of a partnership for which such Person, if a
general partner, would be liable as a matter of law or contractually), but only
to the extent of the specific amount guaranteed as a matter of contract or law,
provided that for purposes of this definition the term "guarantee" shall not
include the guarantee of customary non-recourse carve-outs (including, but not
limited to, claims for fraud, misrepresentation, or environmental law
violations), (vi) all payment obligations of such Person under any Interest Rate
Contracts and currency swaps and similar agreements, to the extent such
liabilities are material and are reported or are required under Generally
Accepted Accounting Principles to be reported by such Person in its financial
statements, (vii) all indebtedness and liabilities of such Person secured by any
Lien or mortgage on any property of such Person, whether or not the same would
be classified as a liability on a balance sheet, (viii) the liability of such
Person in respect of banker's acceptances and the estimated liability under any
participating mortgage, convertible mortgage or similar arrangement, (ix) the
aggregate principal amount of rentals or other consideration payable by such
Person in accordance with Generally Accepted Accounting Principles over the
remaining unexpired term of all Capitalized Leases of such Person, (x) all
outstanding monetary judgments or decrees by a court or courts of competent
jurisdiction entered against such Person, (xi) all convertible debt and
subordinated debt owed by such Person, (xii) all preferred partnership interests
and preferred stock issued by such Person that, in either case, are redeemable
prior to the Maturity Date for cash on a mandatory basis, a cash equivalent, a
note receivable or similar instrument or are convertible prior to the Maturity
Date on a mandatory basis to Indebtedness as defined herein (other than
Indebtedness described in clauses (iii), (ix), or (x) of this definition),
(xiii) all customary trade payables and accrued expenses more than sixty (60)
days past due, (xiv) expected amortization of tenant costs and leasing
commissions over such Person's next twelve succeeding fiscal months, and (xv)
all obligations, liabilities, reserves and any other items

                                       -8-
<Page>

which are listed as a liability on a balance sheet of such Person determined on
a consolidated basis in accordance with Generally Accepted Accounting
Principles, but excluding all general contingency reserves and reserves for
deferred income taxes and investment credit, and excluding debt covered by
escrows and security deposits fully funded by cash or cash equivalents.

     Interest Expense. For any Person for any Period, with respect to all
Indebtedness of such Person, an amount equal to the sum of the following with
respect to all Indebtedness of such Person: (i) total interest expense, accrued
in accordance with Generally Accepted Accounting Principles, plus (ii) all
capitalized interest determined in accordance with Generally Accepted Accounting
Principles, but only to the extent that such capitalized interest is not covered
by an interest reserve established under a loan facility (such as capitalized
construction interest provided for in a construction loan).

     Interest Payment Date. As to any Base Rate Loan or LIBOR Rate Loan, the
first day of each calendar month.

     Interest Period. With respect to each Loan, (a) initially, the period
commencing on the Borrowing Date of such Loan and ending on the last day of one
of the periods set forth below, as selected by the Borrower in a Loan Request:
(i) for any Base Rate Loan, the day on which such Base Rate Loan is paid in full
or converted to a LIBOR Rate Loan; and (ii) for any LIBOR Rate Loan, 7 days (but
only to the extent available in the Eurodollar market to all Lenders), 1, 2, or
3 months; and (b) thereafter, each period commencing on the last day of the next
preceding Interest Period applicable to such Loan and ending on the last day of
one of the periods set forth above, as selected by the Borrower in a Conversion
Request; provided that all of the foregoing provisions relating to Interest
Periods are subject to the following:

          (A) if any Interest Period with respect to a LIBOR Rate Loan would
otherwise end on a day that is not a Eurodollar Business Day, that Interest
Period shall be extended to the next succeeding Eurodollar Business Day unless
the result of such extension would be to carry such Interest Period into another
calendar month, in which event such Interest Period shall end on the immediately
preceding Eurodollar Business Day;

          (B) if any Interest Period with respect to a Base Rate Loan would end
on a day that is not a Business Day, that Interest Period shall end on the next
succeeding Business Day;

          (C) if the Borrower shall fail to give notice as provided in Section
2.6, the Borrower shall be deemed to have requested a conversion of the affected
LIBOR Rate Loan to a Base Rate Loan on the last day of the then current Interest
Period with respect thereto;

          (D) any Interest Period relating to any LIBOR Rate Loan that begins on
the last Eurodollar Business Day of a calendar month (or on a day for which
there is no numerically corresponding day in the calendar month at the end of
such Interest Period) shall end on the last Eurodollar Business Day of a
calendar month;

          (E) no more than four (4) Interest Periods relating to LIBOR Rate
Loans may be outstanding at any one time; and

                                       -9-
<Page>

          (F) the Borrower may not select any Interest Period relating to any
LIBOR Rate Loan that would extend beyond the Maturity Date.

     Interest Rate Contracts. Interest rate swap, cap, collar or similar
agreements providing for interest rate protection.

     Investments. In any Person, any loan, advance, or extension of credit to or
for the account of, any guaranty, endorsement (other than for collection in the
ordinary course of business) or other direct or indirect contingent liability in
connection with the obligations, capital interests or equity distributions of,
any ownership, purchase or acquisition of any capital interests, business,
assets, obligations or securities of, or any other interest in or capital
contribution to, such Person.

     Leases. Leases, licenses and agreements whether written or oral, relating
to the use or occupation of space in the Buildings located on the Unencumbered
Assets by persons other than the owner thereof.

     Lenders. As defined in the preamble hereto.

     LIBOR Lending Office. Initially, the office of each Lender designated as
such in Schedule 1 hereto; thereafter, such other office of such Lender, if any,
that shall be making or maintaining LIBOR Rate Loans.

     LIBOR Rate. For any Interest Period with respect to a LIBOR Rate Loan, the
rate per annum equal to the quotient (rounded upwards to the nearest 1/1000 of
one percent) of (a) the rate per annum for deposits in Dollars in the London
interbank market for a period equal in length to such Interest Period which
appears on Telerate Page 3750 as of 11:00 a.m. (London, England time) two
Eurodollar Business Days prior to the beginning of such Interest Period, divided
by (b) a number equal to 1.00 minus the Eurocurrency Reserve Rate.

     LIBOR Rate Loans. Loans bearing interest calculated by reference to the
LIBOR Rate.

     Lien. Any lien, encumbrance, mortgage, deed of trust, pledge, restriction
or other security interest. If title to any Real Estate Asset is held by a
Subsidiary of Borrower or an Unconsolidated Entity then any pledge or assignment
of Borrower's stock, partnership interest, limited liability company interest or
other ownership interest in such Subsidiary or Unconsolidated Entity shall be
deemed to be a Lien on the Real Estate Assets owned by such Subsidiary or
Unconsolidated Entity.

     Loan Documents. This Agreement, the Notes, the Collateral Documents, and
any and all other agreements, documents and instruments now or hereafter
evidencing, securing or otherwise relating to the Loans.

     Loan Request. See Section 2.5.

     Loans. Loans made or to be made by the Lenders to the Borrower pursuant to
Section 2.1 and Section 2.5.

                                      -10-
<Page>

     Majority Lenders. As of any date, the Lenders whose aggregate Commitments
constitute at least fifty-one percent (51%) of the Total Commitment provided
that the Commitments of any Delinquent Lenders shall be disregarded when
determining the Majority Lenders.

     Material Adverse Effect. Any condition which has a material adverse effect
on (i) the business, operations, properties, assets or condition (financial or
otherwise) of the Borrower, the Company and any other Guarantors, taken as a
whole, or (ii) the ability of the Borrower, the Company or any other Guarantor
to perform its obligations under the Loan Documents, or (iii) the validity or
enforceability of any of the Loan Documents or the remedies or material rights
of the Agent or the Lenders thereunder.

     Maturity Date. December 20, 2003, subject to extension pursuant to Section
2.8 hereof, or such earlier date on which the Loans shall become due and payable
pursuant to the terms hereof.

     Maximum Credit Amount. As of any date of determination, the lesser of

     (i)  the Total Commitment and

     (ii) the sum of

             (A) 50% of the aggregate Structured Finance Collateral Asset Values
             of all Structured Finance Collateral Assets that are 100%
             beneficially owned by the Borrower and/or any Guarantor plus

             (B) the lesser of (x) $37,500,000 and (y) 25% of the aggregate
             Structured Finance Collateral Asset Values of all Structured
             Finance Collateral Assets that are less than 100% beneficially
             owned by the Borrower and/or any Guarantor.

     Minimum Capital Expenditure Reserves. For any Real Estate Asset, $0.40 per
net rentable square foot of such Real Estate Asset per annum, or, for any
shorter period, such amount multiplied by a fraction the numerator of which is
the length of the applicable period in months (or portions thereof) and the
denominator of which is 12.

     Minimum Management Fees. Shall mean the greater of (i) three percent (3%)
of Rents from the related Real Estate Asset for the three (3) month period
immediately preceding the calculation, and (ii) the actual management fees paid
by the Borrower and the Related Companies with respect to such Real Estate Asset
during such three (3) month period.

     Mortgage. Any mortgage, deed of trust, or other security instrument that
creates a Lien on a class B (or better) office property (including the
development of same) or assets related thereto to secure Indebtedness.

     Mortgage Loan. Any Indebtedness the payment or performance of which is
secured by a Mortgage.

     Mortgage Note. Any instrument, document or agreement evidencing a Mortgage
Loan.

                                      -11-
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     Multiemployer Plan. Any multiemployer plan within the meaning of Section
3(37) of ERISA contributed to by the Borrower or any ERISA Affiliate.

     Net Offering Proceeds. All cash proceeds received after the Effective Date
by the Borrower or the Company as a result of the sale of common, preferred or
other classes of stock of the Company or the issuance of limited partnership
interests in the Borrower less customary costs and discounts of issuance paid by
Company or Borrower in connection therewith.

     Net Operating Income. With respect to any Real Estate Asset, for the period
of determination, the Rents derived from the customary operation of such Real
Estate Asset, less operating expenses attributable to such Real Estate Asset,
and shall include only the sum of (i) the Rents received or expected to be
received, and earned in accordance with Generally Accepted Accounting
Principles, pursuant to Leases in place, plus (ii) other income actually
received and earned in accordance with Generally Accepted Accounting Principles
with respect to such Real Estate Asset, plus (iii) rent loss or business
interruption insurance proceeds received or expected to be received during or
relating to such period due to a casualty that has occurred prior to the date of
calculation plus (iv) parking or other income, less operating expenses actually
paid or payable on an accrual basis in accordance with Generally Accepted
Accounting Principles attributable to such Real Estate Asset during such period,
as set forth on operating statements and schedules reasonably satisfactory to
Agent. Net Operating Income shall be calculated in accordance with customary
accounting principles applicable to real estate. Notwithstanding the foregoing,
Net Operating Income shall not include (i) any condemnation or insurance
proceeds (excluding rent loss or business interruption insurance proceeds as
described above), (ii) any proceeds resulting from the sale, exchange, transfer,
financing or refinancing of all or any portion of the Real Estate Asset for
which it is to be determined, (iii) amounts received from tenants as security
deposits unless actually applied toward the payment of rent or additional rent
in accordance with the terms of such tenant's lease, (iv) interest income and
(v) any type of income otherwise included in Net Operating Income but paid
directly by any tenant to a Person other than Borrower or a Guarantor or other
Related Company or their respective agents or representatives.

     Notes. See Section 2.3.

     Obligations. All indebtedness, obligations and liabilities of the Borrower
or any Guarantor to any of the Lenders and the Agent, individually or
collectively, under this Agreement, the other Loan Documents or in respect of
any of the Loans or the Notes or other instruments at any time evidencing any
thereof, whether existing on the date of this Agreement or arising or incurred
hereafter, direct or indirect, joint or several, absolute or contingent, matured
or unmatured, liquidated or unliquidated, secured or unsecured, arising by
contract, operation of law of otherwise.

     Outstanding Obligations. As of any date of determination, the sum of the
outstanding principal amount of the Loans.

     Occupancy Rate. With respect to an Unencumbered Asset at any time, the
ratio, as of such date, expressed as a percentage, of (i) the net rentable area
of such Unencumbered Asset leased to tenants paying rent pursuant to, and to the
extent required under, Leases other than

                                      -12-
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Leases which are in material default, to (ii) the net rentable area of such
Unencumbered Asset. For purposes of this definition, if a tenant has sublet all
or a portion of the premises demised under its Lease, and such subtenant is
actually occupying such premises or portion thereof, the tenant shall be deemed
to be actually occupying such premises or portion thereof, as the case may be.

     PBGC. The Pension Benefit Guaranty Corporation created by Section 4002 of
ERISA and any successor entity or entities having similar responsibilities.

     Permitted Developments. The construction of any new buildings or the
construction of additions expanding existing buildings or the rehabilitation of
existing buildings (other than normal refurbishing of common areas and tenant
fit up work when one tenant leases space previously occupied by another tenant)
relating to any Real Estate Assets of the Borrower, any Guarantor or any of the
other Related Companies, including (but not limited to) Forward Purchase
Contracts, having met all conditions of payment thereof but for the passage of
time, and each Permitted Development shall be counted for purposes of Section
8.2 from the time of commencement of the applicable construction work until a
final certificate of occupancy has been issued with respect to such project in
the amount of the total projected cost of such project.

     Permitted Liens. The following Liens, security interests and other
encumbrances:

          (i)   liens to secure taxes, assessments and other governmental
charges in respect of obligations not overdue, the Indebtedness with respect to
which is permitted hereunder;

          (ii)  deposits or pledges made in connection with, or to secure
payment of, workmen's compensation, unemployment insurance, old age pensions or
other social security obligations;

          (iii) liens in respect of judgments or awards, the Indebtedness with
respect to which is permitted hereunder;

          (iv)  liens of carriers, warehousemen, mechanics and materialmen, and
other like liens which are either covered by a full indemnity from a
creditworthy indemnitor or have been in existence less than 120 days from the
date of creation thereof in respect of obligations not overdue, the Indebtedness
with respect to which is permitted hereunder; and

          (v)   encumbrances consisting of easements, rights of way, Leases,
covenants, restrictions on the use of real property and defects and
irregularities in the title thereto; and other minor liens or encumbrances none
of which in the opinion of the Borrower interferes materially with the use of
the property affected in the ordinary conduct of the business of the Borrower,
and which matters (x) do not individually or in the aggregate have a materially
adverse effect on the value of the Unencumbered Asset and (y) do not make title
to such property unmarketable by the conveyancing standards in effect where such
property is located.

     Person. Any individual, corporation, partnership, trust, unincorporated
association, business, or other legal entity, and any government or any
governmental agency or political subdivision thereof.

                                      -13-
<Page>

     Pledge and Security Agreement. The pledge and security agreement, in
substantially the form of Exhibit D hereto, executed by each Person pledging an
interest in the Collateral and delivered to the Agent, as collateral agent for
the Secured Parties, on or before the Effective Date.

     Preferred Distribution. The declaration or payment of any dividend or
distribution of cash or cash equivalents to the holders of preferred shares of
beneficial interest in the Company or the holders of preferred units of limited
partnership interest of the Borrower.

     Prepayment Date. See Section 3.3.

     Properties. All Real Estate Assets, Real Estate, and all other assets,
including, without limitation, intangibles and personalty owned by the Borrower
or any of the Related Companies.

     Prudential Facility. See Section 7.12.

     Real Estate. All real property at any time owned, leased (as lessee or
sublessee) or operated by the Borrower, any Guarantor, or any of the Related
Companies or any Unconsolidated Entity.

     Real Estate Assets. Those fixed and tangible properties consisting of land,
buildings and/or other improvements owned by the Borrower, by any Guarantor, by
any of the Related Companies or by any Unconsolidated Entity at the relevant
time of reference thereto, but excluding all leaseholds other than leaseholds
under Ground Leases which either have an unexpired term (including unexercised
renewals options exercisable at the option of the lessee) of at least 20 years
or contain a purchase option for nominal consideration.

     Real Estate Effective Control Assets. Those Investments in mortgages and
mortgage participations owned by the Borrower or by any Guarantor as to which
the Borrower has demonstrated to the Agent, in the Agent's discretion, that
Borrower or a Guarantor has control of the decision-making functions of
management and leasing of such mortgaged properties, has control of the economic
benefits of such mortgaged properties, and holds an option to purchase such
mortgaged properties.

     Record. The grid attached to any Note, or the continuation of such grid, or
any other similar record, including computer records, maintained by any Lender
with respect to any Loan referred to in such Note.

     Recourse Indebtedness. All Indebtedness except Indebtedness with respect to
which recourse for payment is contractually limited (except for customary
exclusions) to specific assets encumbered by a lien securing such Indebtedness.

     Register. See Section 19.3.

     Related Companies. The entities listed and described on Schedule 1.3
hereto, being all of the Subsidiaries of the Borrower and the Company as of the
Effective Date, or thereafter, any entity whose financial statements are
consolidated or combined with the Company's pursuant to Generally Accepted
Accounting Principles, or any ERISA Affiliate.

                                      -14-
<Page>

     Release. A release, spillage, leaking, pumping, pouring, emitting,
emptying, discharge, injection, escape, disposal or dumping of Hazardous
Material.

     Rents. All rents, issues, profits, royalties, receipts, revenues, accounts
receivable, and income, including fixed, additional and percentage rents,
occupancy charges, operating expense reimbursements, reimbursements for
increases in taxes, sums paid by tenants to the Borrower or the Related
Companies to reimburse the Borrower or the Related Companies for amounts
originally paid or to be paid by the Borrower or the Related Companies or their
respective agents or affiliates for which such tenants were liable, as, for
example, tenant improvements costs in excess of any work letter, lease takeover
costs, moving expenses and tax and operating expense pass-throughs for which a
tenant is solely liable, parking income, recoveries for common area maintenance
expense, tax, insurance, utility and service charges and contributions, proceeds
of sale of electricity, gas, heating, air-conditioning and other utilities and
services, deficiency rents and liquidated damages, and other benefits.

     Requisite Lenders. As of any date, the Lenders whose aggregate Commitments
constitute at least sixty-six and two-thirds percent (66(2/3)%) of the Total
Commitment provided that the Commitments of any Delinquent Lenders shall be
disregarded when determining the Requisite Lenders.

     Responsible Officer. With respect to the Company, any one of its Chairman,
President, Chief Executive Officer, Chief Operating Officer, Chief Financial
Officer, Treasurer, Executive Vice Presidents or Senior Vice Presidents.

     Secured Parties. The Lenders and the Agent, as collateral agent for the
benefit of the Lenders.

     Structured Finance Collateral Asset. Each Structured Finance Investment set
forth on Schedule 1.1, as such Schedule may be amended or supplemented from time
to time, and any other Structured Finance Investment which at the date of
determination, (i) is beneficially owned in whole or in part by Borrower or one
of the Guarantors; (ii) is unencumbered by any Liens; (iii) (A) if a Mortgage
Loan, is not greater than ninety (90) days past due, (B) if a loan secured by
partnership or membership interests or a membership agreement, is not greater
than ninety (90) days past due, or (C) if a preferred equity Investment, there
are no dividends in arrears for a period of more than ninety (90) days; (iv) is
pledged to the Agent for the benefit of the Lenders as Collateral to secure the
Obligations, and (v) is approved as a "Structured Finance Collateral Asset" by
both (x) the Requisite Lenders in their sole discretion and (y) each of Fleet
National Bank, First Union National Bank, and Sovereign Bank, to the extent each
of them shall be as of such date of determination a Lender holding a Commitment
of at least $15,000,000, in each case in their sole respective discretion (which
shall not be unreasonably delayed). Each asset which satisfies the conditions
set forth in this definition shall be deemed to be a Structured Finance
Collateral Asset only during such periods of time as Borrower has included the
same on the list of Structured Finance Collateral Assets attached to the most
recent Compliance Certificate delivered hereunder.

     Structured Finance Collateral Asset Value. With respect to any Structured
Finance Collateral Asset, when determined as of the last day of any fiscal
quarter, the product of (A) the

                                      -15-
<Page>

percentage (stated as a fraction) of Borrower's or the Guarantors' aggregate
beneficial ownership interest in the Structured Finance Collateral Asset times
(B) the lesser of (i) the stated face value of Structured Finance Collateral
Asset (taking into account principal amortization), (ii) the purchase price paid
for the Structured Finance Collateral Asset by the Borrower and/or the
Guarantors, and (iii) the book value of the Structured Finance Collateral Asset
as determined by Generally Accepted Accounting Principles.

     Structured Finance Investment. Any of the following Investments in (or in
entities whose Investments are primarily in): (i) Mortgages, Mortgage Loans, and
Mortgage Notes, (ii) mezzanine or bridge financing loans secured by partnership
or equivalent equity interests in the borrower thereof or (iii) a preferred
equity Investments (including preferred limited partnership or limited liability
company interests) (including, but not limited to, single-asset or limited-asset
collateralized mortgage backed securities and in entities owning (or leasing
pursuant to a Ground Lease) class B (or better) office properties located in the
city of New York, New York, any of Westchester, Rockland, Nassau, or Suffolk
Counties in the state of New York, Fairfield County in the state of Connecticut,
or any of Mercer County, Monmouth County or any county north thereof in the
state of New Jersey, but subject in all cases to the Lenders' approval as set
forth in clause (v) of the definition of Structured Finance Collateral Asset.

     Subsidiary. Any corporation, association, trust, or other business entity
of which the designated parent or other controlling Person shall at any time own
directly or indirectly through a Subsidiary or Subsidiaries at least a majority
(by number of votes) of the outstanding Voting Interests.

     Tangible Net Worth. The book value of all of the assets of the Borrower and
the Related Companies minus the book value of all of the liabilities of the
Borrower and the Related Companies minus all intangibles determined in
accordance with Generally Accepted Accounting Principles.

     Telerate Page 3750. The display designated as "Page 3750" on the Telerate
Service, or such other page as may replace Page 3750 on that service or any such
service as may be nominated by the British Bankers' Association as the
information vender for the purpose of displaying British Bankers' Association
interest settlement rates for U.S. Dollar deposits.

     Total Assets. As of any date of determination, the sum of the following,
without duplication: (i) the Value of All Unencumbered Assets, plus (ii) the
aggregate Adjusted Net Operating Income for the fiscal quarter immediately
preceding such date, annualized, for all Real Estate Assets (other than
Unencumbered Assets) and Real Estate Effective Control Assets owned or leased by
the Borrower, the Company or one of their respective Subsidiaries other than
Real Estate Assets referred to in clause (iii) of this definition, divided by
nine and one-half percent (9.5%), plus (iii) the aggregate purchase price of all
Real Estate Assets (other than Unencumbered Assets but including Forward
Purchase Contracts having met all conditions of repayment thereof but for the
passage of time) and Real Estate Effective Control Assets acquired or initially
leased by the Borrower, the Company and their respective Subsidiaries within the
fiscal quarter immediately preceding such date, multiplied by ninety-five
percent (95.0%), plus (iv) the book value of unrestricted cash and cash
equivalents of the Borrower, the Company and their respective Subsidiaries, plus
(v) the aggregate book value of all Investments

                                      -16-
<Page>

of the Borrower, the Company and their respective Subsidiaries (other than Real
Estate Effective Control Assets) permitted under Section 8.2 hereof.

     Total Commitment. The sum of the Commitments of the Lenders, as in effect
from time to time.

     Total Debt. The sum of (without duplication) all Indebtedness of the
Borrower and the Company included in the liabilities portion of the Borrower's
and the Company's balance sheets prepared in accordance with Generally Accepted
Accounting Principles as of the end of the most recent fiscal quarter for which
financial statements have been provided pursuant to Section 7.4.

     Type. As to any Loan its nature as a Base Rate Loan or a LIBOR Rate Loan.

     Unconsolidated Entity. As of any date, any Person in whom the Borrower, the
Company or any Related Company holds an Investment, other than an Investment in
entities which meet the definition of Unconsolidated Entity solely as a result
of the Borrower, the Company or any Related Company having made a Structured
Finance Investment therein, and whose financial results 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.

     Unencumbered Asset. At all times, any Real Estate Asset identified as an
"Unencumbered Asset" under the Existing Credit Facility at such time, provided,
however, that if the Existing Credit Facility is no longer outstanding, then any
Real Estate Asset that would have qualified as an "Unencumbered Asset" under the
Existing Credit Facility if the same had not been terminated.

     Unencumbered Asset Value. With respect to any Unencumbered Asset at any
time, an amount computed as follows: (i) for any Unencumbered Asset owned or
leased by the Borrower or the Guarantors other than Unencumbered Assets referred
to in clause (ii) of this definition, the Adjusted Net Operating Income for such
Unencumbered Asset for the fiscal quarter immediately preceding such date,
annualized, divided by nine and one-half percent (9.5%), or (ii) for any
Unencumbered Asset acquired or initially leased by the Borrower or the
Guarantors within the fiscal quarter immediately preceding such date, the
purchase price of such Unencumbered Asset multiplied by ninety-five percent
(95.0%).

     Unsecured Indebtedness. All Indebtedness of Borrower or of any of the
Related Companies which is not secured by a Lien on any Properties including,
without limitation, the Outstanding Obligations and any Indebtedness evidenced
by any bonds, debentures, notes or other debt securities presently outstanding
or which may be hereafter issued by Borrower or by the Company. Unsecured
Indebtedness shall not include accrued ordinary operating expenses payable on a
current basis.

     Unused Amount. See Section 4.2

     Value of All Unencumbered Assets. When determined as of the end of a fiscal
quarter, an amount computed as follows: the sum of (i) the aggregate Adjusted
Net Operating Income for

                                      -17-
<Page>

the fiscal quarter immediately preceding such date, annualized, for all
Unencumbered Assets owned or leased by the Borrower, the Guarantors or any of
their respective Subsidiaries other than Unencumbered Properties referred to in
clause (ii) of this definition, divided by nine and one-half percent (9.5%),
plus (ii) the aggregate purchase price of all Unencumbered Assets acquired or
initially leased by the Borrower, the Guarantors or any of their respective
Subsidiaries within the fiscal quarter immediately preceding such date,
multiplied by ninety-five percent (95.0%); provided, however, that after making
such computation, the Value of All Unencumbered Assets shall be reduced by the
amount by which the Unencumbered Asset Value of any single Unencumbered Asset
exceeds (i) during the period to and including the first anniversary of the
"Effective Date", as such term is defined in the Existing Credit Facility, forty
percent (40%) of the Value of All Unencumbered Assets as so computed, and (ii)
after the first anniversary of the "Effective Date", as such term is defined in
the Existing Credit Facility, thirty-five percent (35%) of the Value of All
Unencumbered Assets as so computed.

     Variable Rate Indebtedness. The Loans and all other Indebtedness of the
Borrower which bears interest at a rate which is not fixed either through
maturity or for a term of at least thirty-six (36) months from the date that
such fixed rate became effective.

     Voting Interests. Stock or similar ownership interests, of any class or
classes (however designated), the holders of which are at the time entitled, as
such holders, (a) to vote for the election of a majority of the directors (or
persons performing similar functions) of the corporation, association,
partnership, trust or other business entity involved, or (b) to control, manage
or conduct the business of the corporation, partnership, association, trust or
other business entity involved.

     Section 1.2.     Rules of Interpretation.

                      (a) A reference to any document or agreement shall include
such document or agreement as amended, modified or supplemented from time to
time in accordance with its terms and the terms of this Agreement.

                      (b) The singular includes the plural and the plural
includes the singular.

                      (c) A reference to any law includes any amendment or
modification to such law.

                      (d) A reference to any Person includes its permitted
successors and permitted assigns.

                      (e) Accounting terms not otherwise defined herein have the
meanings assigned to them by Generally Accepted Accounting Principles applied on
a consistent basis by the accounting entity to which they refer and, except as
otherwise expressly stated, all use of accounting terms with respect to the
Borrower shall reflect the consolidation of the financial statements of Borrower
and the Related Companies.

                      (f) The words "include", "includes" and "including" are
not limiting.

                                      -18-
<Page>

                      (g) All terms not specifically defined herein or by
Generally Accepted Accounting Principles, which terms are defined in the Uniform
Commercial Code as in effect in New York, have the meanings assigned to them
therein.

                      (h) Reference to a particular "Section" refers to that
section of this Agreement unless otherwise indicated.

                      (i) The words "herein", "hereof", "hereunder" and words of
like import shall refer to this Agreement as a whole and not to any particular
section or subdivision of this Agreement.

                      (j) The words "so long as any Loan or Note is outstanding"
shall mean so long as such Loan or Note is not indefeasibly paid in full in
cash.

     Section 2.       REVOLVING SECURED CREDIT FACILITY

     Section 2.1.     Commitment to Lend; Limitation on Total Commitment.
Subject to the provisions of Section 2.5 and the other terms and conditions set
forth in this Agreement, each of the Lenders severally agrees to lend to the
Borrower and the Borrower may borrow, repay, and reborrow from time to time
between the Effective Date and the Maturity Date upon notice by the Borrower to
the Agent given in accordance with Section 2.5, such sums as are requested by
the Borrower up to a maximum aggregate principal amount of the Outstanding
Obligations (after giving effect to all amounts requested) at any one time equal
to such Lender's Commitment, provided that the sum of the Outstanding
Obligations (after giving effect to all amounts requested) shall not at any time
exceed the Maximum Credit Amount. The Loans shall be made pro rata in accordance
with each Lender's Commitment Percentage and the Lenders shall at all times
immediately adjust INTER SE any inconsistency between each Lender's outstanding
principal amount and each Lender's Commitment. Each request for a Loan hereunder
shall constitute a representation and warranty by the Borrower that the
conditions set forth in Section 10 or Section 11 (whichever is applicable) have
been satisfied on the date of such request and will be satisfied on the proposed
Borrowing Date of the requested Loan, provided that the making of such
representation and warranty by Borrower shall not limit the right of any Lender
not to lend upon a determination by the Requisite Lenders that such conditions
have not been satisfied.

     Section 2.2.     Changes in Total Commitment. The Borrower shall have the
right at any time upon at least ten (10) Business Days' prior written notice to
the Agent (which shall promptly notify each Lender), to reduce by $1,000,000 or
an integral multiple of $1,000,000 in excess thereof the unborrowed portion of
the then Total Commitment, provided that the Total Commitment shall not be
reduced to less than $50,000,000, whereupon the Commitments of the Lenders shall
be reduced pro rata in accordance with their respective Commitment Percentages
by the amount specified in such notice. Upon the effective date of any such
reduction, the Borrower shall pay to the Agent for the respective accounts of
the Lenders the full amount of any commitment fee required under Section 4.2
hereof then accrued and unpaid on the amount of the reduction. No reduction of
the Commitments may be reinstated.

     Section 2.3.     The Notes. The Loans shall be evidenced by separate
promissory notes of the Borrower in substantially the form of Exhibit A hereto
(each a "Note"), and completed with appropriate insertions. One Note shall be
payable to the order of each Lender in an aggregate

                                      -19-
<Page>

principal amount equal to such Lender's Commitment. The Borrower irrevocably
authorizes each Lender to make or cause to be made, at or about the time of the
Borrowing Date of any Loan or at the time of receipt of any payment of principal
on such Lender's Note, an appropriate notation on such Lender's Record
reflecting the making of such Loan or (as the case may be) the receipt of such
payment. The outstanding amount of the Loans set forth on such Lender's Record
shall (absent manifest error) be prima facie evidence of the principal amount
thereof owing and unpaid to such Lender, but the failure to record, or any error
in so recording, any such amount on the Record shall not limit or otherwise
affect the obligations of the Borrower hereunder or under any Note to make
payments of principal of or interest on any Note when due.

     Section 2.4.     Interest on Loans.

                      (a) Each Base Rate Loan shall bear interest commencing
with the Borrowing Date thereof at the rate equal to the Base Rate.

                      (b) Each LIBOR Rate Loan shall bear interest for the
period commencing with the Borrowing Date thereof and ending on the last day of
the Interest Period with respect thereto at the rate equal to the Applicable
LIBOR Margin per annum above the LIBOR Rate determined for such Interest Period.

                      (c) The Borrower unconditionally promises, in accordance
with and subject to the provisions of the Loan Documents, to pay interest on
each Loan in arrears on each Interest Payment Date with respect thereto and,
with respect to any LIBOR Rate Loan, on the last day of the Interest Period with
respect thereto.

     Section 2.5.     Requests for Loans.

                      (a) The Borrower shall give to the Agent written notice in
the form of Exhibit B hereto of each Loan requested hereunder (a "Loan Request")
no less than (a) one (1) Business Day prior to the proposed Borrowing Date of
any Base Rate Loan and (b) three (3) Eurodollar Business Days prior to the
proposed Borrowing Date of any LIBOR Rate Loan. Each such notice shall specify
(i) the principal amount of the Loan requested, (ii) the proposed Borrowing Date
of such Loan, (iii) the Interest Period for such Loan, and (iv) the Type of such
Loan, and shall be accompanied by a statement in the form of Exhibit C hereto
signed by a Responsible Officer setting forth in reasonable detail computations
evidencing compliance with the covenants contained in Section 9.1 through
Section 9.5 hereof after giving effect to such requested Loan (a "Compliance
Certificate"). On the same day as the receipt of a Loan Request for a Base Rate
Loan, and within one (1) Business Day after receipt of a Loan Request for a
LIBOR Rate Loan, the Agent shall provide to each of the Lenders by facsimile a
copy of such Loan Request and accompanying Compliance Certificate and each
Lender shall, within 24 hours thereafter (if such following day is a Business
Day, and if not, before 10:30 AM Boston time on the next succeeding Business
Day), notify the Agent if it believes that any of the conditions contained in
Section 11 of this Agreement has not been met or waived. If such a notice is
given, Agent shall poll the Lenders, and the Requisite Lenders shall promptly
determine whether all of the conditions contained in Section 11 of this
Agreement have been met or waived. If no such notice is given by any Lender or
if following such notice the Requisite Lenders determine that the conditions
contained in Section 11 have been met or waived, or, in any event, if all
conditions in Section 11 have in fact been met or waived,

                                      -20-
<Page>

Agent shall notify the Lenders that each of the Lenders shall be obligated to
fund its Commitment Percentage of the requested Loans. Each such Loan Request
shall be irrevocable and binding on the Borrower and the Borrower shall be
obligated to accept the Loan requested from the Lenders on the proposed
Borrowing Date. Each Loan Request shall be in a minimum aggregate amount of
$1,000,000 or an integral multiple of $100,000 in excess thereof. The Borrower
shall be allowed up to two (2) Loan Requests per month.

                      (b) Notwithstanding anything contained in Section 2.5(a)
to the contrary, in the event that the making of a requested Loan would cause
non-compliance with any of the covenants contained in Section 9.1 through
Section 9.7 hereof, the Agent may, in its sole discretion, reduce the amount of
the Loan Request to an amount which would enable the Borrower to maintain
compliance with such otherwise defaulted covenant or covenants and Borrower
shall accept the Loan made pursuant to such reduced Loan Request.

     Section 2.6.     Conversion Options.

                      (a) The Borrower may elect from time to time to convert
any outstanding Loan to a Loan of another Type, provided that (i) with respect
to any such conversion of a LIBOR Rate Loan to a Base Rate Loan, the Borrower
shall give the Agent at least three (3) Business Days prior written notice of
such election; (ii) with respect to any such conversion of a LIBOR Rate Loan
into a Base Rate Loan, such conversion shall only be made on the last day of the
Interest Period with respect thereto; (iii) subject to the further proviso at
the end of this section and subject to Section 2.6(b) and Section 2.6(d) hereof
with respect to any such conversion of a Base Rate Loan to a LIBOR Rate Loan,
the Borrower shall give the Agent at least three (3) Eurodollar Business Days
prior written notice of such election and (iv) no Loan may be converted into a
LIBOR Rate Loan when any Default or Event of Default has occurred and is
continuing. The Agent shall promptly notify the Lenders of any such request
received. On the date on which such conversion is being made, each Lender shall
take such action as is necessary to transfer its Commitment Percentage of such
Loans to its Domestic Lending Office or its LIBOR Lending Office, as the case
may be. All or any part of outstanding Loans of any Type may be converted as
provided herein, provided further that each Conversion Request relating to the
conversion of a Base Rate Loan to a LIBOR Rate Loan shall be for an amount equal
to $1,000,000 (unless the aggregate outstanding principal amount of Loans is
less than $1,000,000) or an integral multiple of $100,000 in excess thereof and
shall be irrevocable by the Borrower.

                      (b) Any Loans of any Type may be continued as such upon
the expiration of an Interest Period with respect thereto by compliance by the
Borrower with the notice provisions contained in Section 2.6(a); provided that
no LIBOR Rate Loan may be continued as such when any Default or Event of Default
has occurred and is continuing but shall be automatically converted to a Base
Rate Loan on the last day of the first Interest Period relating thereto ending
during the continuance of any Default or Event of Default of which the officers
of the Agent active upon the Borrower's account have actual knowledge.

                      (c) In the event that the Borrower does not notify the
Agent of its election hereunder with respect to any Loan, such Loan shall be
automatically converted to a Base Rate Loan at the end of the applicable
Interest Period.

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                      (d) The Borrower may not request a LIBOR Rate Loan
pursuant to Section 2.5, elect to convert a Base Rate Loan to a LIBOR Rate Loan
pursuant to Section 2.6(a) or elect to continue a LIBOR Rate Loan pursuant to
Section 2.6(b) if, after giving effect thereto, there would be greater than four
(4) LIBOR Rate Loans outstanding. Any Loan Request for a LIBOR Rate Loan that
would create greater than four (4) LIBOR Rate Loans outstanding shall be deemed
to be a Loan Request for a Base Rate Loan.

     Section 2.7.     Funds for Loans.

                      (a) Subject to Section 2.5 and other provisions of this
Agreement, not later than 1:00 p.m. (Boston time) on the proposed Borrowing Date
of any Loans, each of the Lenders will make available to the Agent, at the
Agent's Head Office, in immediately available funds, the amount of such Lender's
Commitment Percentage of the amount of the requested Loans. Upon receipt from
each Lender of such amount, and upon receipt of the documents required by
Sections 10 or 11 (whichever is applicable) and the satisfaction of the other
conditions set forth therein, to the extent applicable, the Agent will make
available to the Borrower the aggregate amount of such Loans made available to
the Agent by the Lenders. The failure or refusal of any Lender to make available
to the Agent at the aforesaid time and place on any Borrowing Date the amount of
its Commitment Percentage of the requested Loans shall not relieve any other
Lender from its several obligation hereunder to make available to the Agent the
amount of such other Lender's Commitment Percentage of any requested Loans but
shall not obligate any other Lender or Agent to fund more than its Commitment
Percentage of the requested Loans or to increase its Commitment Percentage.

                      (b) The Agent may, unless notified to the contrary by any
Lender prior to a Borrowing Date, assume that such Lender has made available to
the Agent on such Borrowing Date the amount of such Lender's Commitment
Percentage of the Loans to be made on such Borrowing Date, and the Agent may
(but it shall not be required to), in reliance upon such assumption, make
available to the Borrower a corresponding amount. If any Lender makes available
to the Agent such amount on a date after such Borrowing Date, such Lender shall
pay to the Agent on demand an amount equal to the product of (i) the average
computed for the period referred to in clause (iii) below, of the weighted
average interest rate paid by the Agent for federal funds acquired by the Agent
during each day included in such period, times (ii) the amount of such Lender's
Commitment Percentage of such Loans, times (iii) a fraction, the numerator of
which is the number of days or portion thereof that elapsed from and including
such Borrowing Date to the date on which the amount of such Lender's Commitment
Percentage of such Loans shall become immediately available to the Agent, and
the denominator of which is 365. A statement of the Agent submitted to such
Lender with respect to any amounts owing under this paragraph shall be prima
facie evidence of the amount due and owing to the Agent by such Lender.

     Section 2.8.     Extension of Maturity Date. On any Business Day not more
than ninety (90) but at least thirty (30) days prior to December 20, 2003, the
Borrower, by written notice to the Agent, may request an extension of the
Maturity Date to December 20, 2004. The obligation of each Lender to extend the
Maturity Date as requested by the Borrower is subject to the condition precedent
that the Borrower shall deliver to the Agent and the Lenders written
certification (the

                                      -22-
<Page>

"Extension Certification") that, as of the original Maturity Date of December
20, 2003 (the "Extension Date"), the following statements are true:

     (a) the representations and warranties contained in this Agreement and the
     other Loan Documents are, subject to the exceptions described in clauses
     (i), (ii) and (iii) of Section 11.1 hereof, correct on and as of the
     Extension Date, before and after giving effect to such extension, as though
     made on and as of such date (or, if any such representation or warranty is
     expressly stated to have been made as of a specific date, as of such
     specific date);

     (b) the stated maturity date of the Existing Credit Facility is later than
     December 20, 2004; and

     (c) no Default or Event of Default shall have occurred and be continuing or
     would occur as a result of the extension requested.

Upon timely notice by Borrower pursuant to the first sentence of this Section
2.8 and delivery by the Borrower to the Agent and the Lenders of the Extension
Certification on the Extension Date, the Maturity Date shall, effective as of
the Extension Date, be December 20, 2004.

     Section 3.       REPAYMENT OF THE LOANS

     Section 3.1.     Maturity. The Borrower unconditionally promises, in
accordance with, and subject to, the provisions of the Loan Documents, to pay on
the Maturity Date, and there shall become absolutely due and payable on the
Maturity Date, all of the Loans outstanding on such date, together with any and
all accrued and unpaid interest and charges thereon.

     Section 3.2.     Mandatory Repayments of Loan. If at any time the sum of
the Outstanding Obligations exceeds the Maximum Credit Amount, then the Borrower
shall immediately pay the amount of such excess to the Agent for the respective
accounts of the Lenders for application to the Loans, provided, however, that if
as of the end of any fiscal quarter of the Borrower the sum of the Outstanding
Obligations exceeds the Maximum Credit Amount by less than $100,000 solely as a
result of principal amortization within such fiscal quarter with respect to a
Structured Finance Collateral Asset (as certified to by a Responsible Officer of
the Company (on behalf of the Borrower and as demonstrated on the compliance
statement required pursuant to Section 6.4 hereof for such fiscal quarter), no
repayment shall be required under this Section 3.2.

     Section 3.3.     Optional Repayments of Loans. The Borrower shall have the
right, at its election, to repay the outstanding amount of the Loans, as a whole
or in part, on any Business Day, without penalty or premium; provided that the
full or partial prepayment of the outstanding amount of any LIBOR Rate Loans
made pursuant to this Section 3.3 may be made only on the last day of the
Interest Period relating thereto, except as set forth below in this Section 3.3.
The Borrower shall give the Agent no later than 10:00 a.m., Boston time, at
least one (1) Business Day's prior written notice of any prepayment pursuant to
this Section 3.3 of any Base Rate Loans and three (3) Eurodollar Business Days'
notice of any proposed repayment pursuant to this Section 3.3 of any LIBOR Rate
Loans, specifying the proposed date of payment of Loans and the principal amount
to be paid. The Agent shall promptly notify each Lender of the principal amount
of such payment to be

                                      -23-
<Page>

received by such Lender. Each such partial prepayment of the Loans shall be in
an integral multiple of $1,000,000 (or, if the aggregate outstanding principal
amount of Loans is less than $1,000,000, the full amount thereof) provided that
if partial prepayment is received in connection with payment received from an
underlying obligor or other party to a Structured Finance Collateral Asset, the
amount so received may be prepaid and, to the extent requested by the Agent,
shall be accompanied by the payment of all charges outstanding on all Loans and
of accrued interest on the principal repaid to the date of payment. Unless
otherwise requested by the Borrower, the principal payments so received shall be
applied first to the principal of Base Rate Loans and then to the principal of
LIBOR Rate Loans. Notwithstanding anything contained herein to the contrary, the
Borrower may make a full or partial prepayment of a LIBOR Rate Loan on a date
other than the last day of the Interest Period relating thereto, if all such
optional prepayments (in whole or in part) on such Loans shall be accompanied
by, and the Borrower hereby promises to pay, a prepayment fee in an amount
determined by the Agent in the following manner:

                      (a) Fixed Rate Prepayment Fee. Borrower acknowledges that
prepayment or acceleration of a LIBOR Rate Loan during an Interest Period shall
result in the Lenders incurring additional costs, expenses and/or liabilities
and that it is extremely difficult and impractical to ascertain the extent of
such costs, expenses and/or liabilities. (For all purposes of this Section, any
Loan not being made as a LIBOR Rate Loan in accordance with the Loan Request
therefor, as a result of Borrower's cancellation thereof, shall be treated as if
such LIBOR Rate Loan had been prepaid.) Therefore, on the date a LIBOR Rate Loan
is prepaid or the date all sums payable hereunder become due and payable, by
acceleration or otherwise ("Prepayment Date"), Borrower will pay to Agent, for
the account of each Lender, (in addition to all other sums then owing), an
amount ("Fixed Rate Prepayment Fee") determined by the Agent as follows: The
current rate for United States Treasury securities (bills on a discounted basis
shall be converted to a bond equivalent) with a maturity date closest to the end
of the Interest Period as to which prepayment is made, shall be subtracted from
the interest rate applicable to the LIBOR Rate Loan being prepaid. If the result
is zero or a negative number, there shall be no Fixed Rate Prepayment Fee. If
the result is a positive number, then the resulting percentage shall be
multiplied by the amount of the LIBOR Rate Loan being prepaid. The resulting
amount shall be divided by 360 and multiplied by the number of days remaining in
the Interest Period as to which the prepayment is being made. The resulting
amount shall be the Fixed Rate Prepayment Fee.

                      (b) Upon the written notice to Borrower from Agent,
Borrower shall immediately pay to Agent, for the account of the Lenders, the
Fixed Rate Prepayment Fee. Such written notice (which shall include calculations
in reasonable detail) shall, in the absence of manifest error, be conclusive and
binding on the parties hereto.

                      (c) Borrower understands, agrees and acknowledges the
following: (i) no Lender has any obligation to purchase, sell and/or match funds
in connection with the use of the LIBOR Rate as a basis for calculating the rate
of interest on a LIBOR Rate Loan; (ii) the LIBOR Rate is used merely as a
reference in determining such rate; and (iii) Borrower has accepted the LIBOR
Rate as a reasonable and fair basis for calculating such rate and a Fixed Rate
Prepayment Fee. Borrower further agrees to pay the Fixed Rate Prepayment Fee, if
any, whether or not a Lender elects to purchase, sell and/or match funds.

                                      -24-
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     Section 4.       CERTAIN GENERAL PROVISIONS

     Section 4.1.     Fees. On the Effective Date, the Borrower shall pay to
each of the Lenders hereunder, the fees in the amounts specified in the
respective fee agreements among the Borrower and each of the Lenders.

     Section 4.2.     Commitment Fee. The Borrower shall pay to the Agent for
the accounts of the Lenders in accordance with their respective Commitment
Percentages a commitment fee calculated at the rate of 25 basis points per annum
on the average daily amount by which the Total Commitment (as it may have been
reduced pursuant to Section 2.2) exceeds the Outstanding Obligations (such
excess, the "Unused Amount"). The commitment fee shall be payable on the basis
of the applicable annual rate quarterly in arrears on or before the third
Business Day of each calendar quarter for the immediately preceding calendar
quarter commencing on April 3, 2002, with a final payment on the Maturity Date
or any earlier date on which the Commitments shall terminate.

     Section 4.3.     Funds for Payments.

                      (a) All payments of principal, interest, closing fees,
commitment fees and any other amounts due hereunder (other than as provided in
Section 4.1, Section 4.5 and Section 4.6) or under any of the other Loan
Documents, and all prepayments, shall be made to the Agent, for the respective
accounts of the Lenders, at the Agent's Head Office, in each case in Dollars in
immediately available funds.

                      (b) All payments by the Borrower hereunder and under any
of the other Loan Documents shall be made without setoff or counterclaim and
free and clear of and without deduction for any taxes, levies, imposts, duties,
charges, fees, deductions, withholdings, compulsory liens, restrictions or
conditions of any nature now or hereafter imposed or levied by any jurisdiction
or any political subdivision thereof or taxing or other authority therein unless
the Borrower is compelled by law to make such deduction or withholding. If any
such obligation is imposed upon the Borrower with respect to any amount payable
by it hereunder or under any of the other Loan Documents, the Borrower shall pay
to the Agent, for the account of the Lenders or (as the case may be) the Agent,
on the date on which such amount is due and payable hereunder or under such
other Loan Document, such additional amount in Dollars as shall be necessary to
enable the Lenders or the Agent to receive the same net amount which the Lenders
or the Agent would have received on such due date had no such obligation been
imposed upon the Borrower. The Borrower will deliver promptly to the Agent
certificates or other valid vouchers for all taxes or other charges deducted
from or paid with respect to payments made by the Borrower hereunder or under
such other Loan Document.

                      (c) In the event that Borrower is obligated to pay any
additional amounts described in clause (b) above in respect of any Lender's
Loan, such Lender shall make commercially reasonable efforts to change the
jurisdiction of its lending office if, in the reasonable judgment of such
Lender, doing so would eliminate or reduce Borrower's obligation to pay such
additional amounts and would not be disadvantageous to such Lender.

                                      -25-
<Page>

                      (d) All payments shall be applied first to the payment of
all fees, expenses and other amounts due to the Agent and the Lenders (excluding
principal and interest), then to accrued interest, and the balance on account of
outstanding principal; provided, however, that after an Event of Default
hereunder, payments will be applied to the obligations of the Borrower to the
Agent as the Requisite Lenders determine in their sole discretion.

     Section 4.4.     Computations. All computations of interest on the Loans
and of other fees to the extent applicable shall be based on a 360-day year and
paid for the actual number of days elapsed. Except as otherwise provided in the
definition of the term "Interest Period" with respect to LIBOR Rate Loans,
whenever a payment hereunder or under any of the other Loan Documents becomes
due on a day that is not a Business Day, the due date for such payment shall be
extended to the next succeeding Business Day, and interest shall accrue during
such extension.

     Section 4.5.     Additional Costs, Etc. If any change from and after the
date hereof in any present or future applicable law which expression, as used
herein, includes statutes, rules and regulations thereunder and interpretations
thereof by any competent court or by any governmental or other regulatory body
or official charged with the administration or the interpretation thereof and
requests, directives, instructions and notices at any time or from time to time
hereafter made upon or otherwise issued to any Lender or the Agent by any
central bank or other fiscal, monetary or other authority (whether or not having
the force of law), shall:

                      (a) subject any Lender or the Agent to any tax, levy,
impost, duty, charge, fee, deduction or withholding of any nature with respect
to this Agreement, the other Loan Documents, such Lender's Commitment or the
Loans (other than taxes based upon or measured by the income or profits of such
Lender or the Agent), or

                      (b) materially change the basis of taxation (except for
changes in taxes on income or profits) of payments to any Lender of the
principal of or the interest on any Loans or any other amounts payable to any
Lender under this Agreement or the other Loan Documents, or

                      (c) impose or increase or render applicable (other than to
the extent specifically provided for elsewhere in this Agreement) any special
deposit, reserve, assessment, liquidity, capital adequacy or other similar
requirements (whether or not having the force of law) against assets held by, or
deposits in or for the account of, or Loans by, or commitments of an office of
any Lender, or

                      (d) impose on any Lender any other conditions or
requirements with respect to this Agreement, the other Loan Documents, the
Loans, the Commitment, or any class of Loans or commitments of which any of the
Loans or the Commitment forms a part;

and the result of any of the foregoing is

                      (i) to increase the cost to such Lender of making,
funding, issuing, renewing, extending or maintaining any of the Loans or such
Lender's Commitment, or

                      (ii) to reduce the amount of principal, interest or other
amount payable to such Lender or the Agent hereunder on account of the
Commitments or any of the Loans, or

                                      -26-
<Page>

                      (iii) to require such Lender or the Agent to make any
payment or to forego any interest or other sum payable hereunder, the amount of
which payment or foregone interest or other sum is calculated by reference to
the gross amount of any sum receivable or deemed received by such Lender or the
Agent from the Borrower hereunder,

then, and in each such case, the Borrower will, upon demand made by such Lender
or (as the case may be) the Agent at any time and from time to time and as often
as the occasion therefor may arise, pay to such Lender or the Agent, to the
extent permitted by law, such additional amounts as will be sufficient to
compensate such Lender or the Agent for such additional cost, reduction, payment
or foregone interest or other sum.

     Section 4.6.     Capital Adequacy. If any present or future law,
governmental rule, regulation, policy, guideline or directive (whether or not
having the force of law) or the interpretation thereof by a court or
governmental authority with appropriate jurisdiction affects the amount of
capital required or expected to be maintained by banks or bank holding companies
and any Lender or the Agent determines that the amount of capital required to be
maintained by it is increased by or based upon the existence of the Loans made
or deemed to be made pursuant hereto, then such Lender or the Agent may notify
the Borrower of such fact, and the Borrower shall pay to such Lender or the
Agent from time to time on demand, as an additional fee payable hereunder, such
amount as such Lender or the Agent shall determine in good faith and certify in
a notice to the Borrower to be an amount that will adequately compensate such
Lender or the Agent in light of these circumstances for its increased costs of
maintaining such capital. Each Lender and the Agent shall allocate such cost
increases among its customers in good faith and on an equitable basis.

     Section 4.7.     Certificate. Each Lender shall notify the Borrower and the
Agent of any event occurring after the Effective Date entitling such Lender to
compensation under Section 4.5 or Section 4.6 as promptly as practicable. A
certificate setting forth any additional amounts payable pursuant to Sections
4.5 or 4.6 and a brief explanation of such amounts which are due, submitted by
any Lender or the Agent to the Borrower, shall be prima facie evidence that such
amounts are due and owing.

     Section 4.8.     Indemnity. In addition to the other provisions of this
Agreement regarding any such matters, the Borrower agrees to indemnify each
Lender and to hold each Lender harmless from and against any loss or reasonable
cost or expense (including loss of anticipated profits) that such Lender may
sustain or incur as a consequence of (a) a default by the Borrower in payment of
the principal amount of or any interest on any LIBOR Rate Loans as and when due
and payable, including any such loss or expense caused by Borrower's breach or
other default and arising from interest or fees payable by such Lender to
lenders of funds obtained by it in order to maintain its LIBOR Rate Loans, (b) a
default by the Borrower in making a borrowing or conversion after the Borrower
has given (or is deemed to have given) a Loan Request or a Conversion Request,
and (c) the making of any payment of a LIBOR Rate Loan or the making of any
conversion of a LIBOR Rate Loan to a Base Rate Loan on a day that is not the
last day of the applicable Interest Period with respect thereto, including
interest or fees payable by such Lender to lenders of funds obtained by it in
order to maintain any such LIBOR Rate Loan (including, but not limited to, any
fees payable under Section 3.3(a) hereof).

                                      -27-
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     Section 4.9.     Interest on Overdue Amounts. Overdue principal and (to the
extent permitted by applicable law) interest on the Loans and all other overdue
amounts payable hereunder or under any of the other Loan Documents, including
amounts owed from and after the occurrence of an Event of Default, shall bear
interest compounded monthly and payable on demand at a rate per annum equal to
four percent (4%) above the Base Rate until such amount shall be paid in full
(after as well as before judgment).

     Section 4.10.    Inability to Determine LIBOR Rate. In the event, prior to
the commencement of any Interest Period relating to any LIBOR Rate Loan, the
Agent shall reasonably determine that adequate and reasonable methods do not
exist for ascertaining the LIBOR Rate that would otherwise determine the rate of
interest to be applicable to any LIBOR Rate Loan during any Interest Period, the
Agent shall forthwith give notice of such determination (which shall be
conclusive and binding on the Borrower) to the Borrower. In such event (a) any
Loan Request with respect to LIBOR Rate Loans shall be automatically withdrawn
and shall be deemed a request for Base Rate Loans, (b) each then outstanding
LIBOR Rate Loan will automatically, on the last day of the then current Interest
Period thereof, become a Base Rate Loan, and (c) the obligations of the Lenders
to make LIBOR Rate Loans shall be suspended until the Agent determines that the
circumstances giving rise to such suspension no longer exist, whereupon the
Agent shall so notify the Borrower.

     Section 4.11.    Illegality. Notwithstanding any other provisions herein,
if any present or future law, regulation, treaty or directive or in the
interpretation or application thereof shall make it unlawful for any Lender to
make or maintain LIBOR Rate Loans, such Lender shall forthwith give notice of
such circumstances to the Borrower and the Agent and thereupon (a) the
Commitment of such Lender to make LIBOR Rate Loans or convert Loans of another
Type to LIBOR Rate Loans shall forthwith be suspended and (b) the LIBOR Rate
Loans then outstanding shall be converted automatically to Base Rate Loans on
the last day of each Interest Period applicable to such LIBOR Rate Loans or
within such earlier period as may be required by law. The Borrower hereby agrees
promptly to pay to the Agent for the account of such Lender, upon demand, any
additional amounts necessary to compensate such Lender for any costs incurred by
such Lender in making any conversion in accordance with this Section 4.11,
including any interest or fees payable by such Lender to lenders of funds
obtained by it in order to make or maintain its LIBOR Rate Loans hereunder.

     Section 4.12.    Replacement of Lenders. If Agent or any of the Lenders
shall make a notice or demand upon the Borrower pursuant to Section 4.3, Section
4.5, Section 4.6, or Section 4.11 based on circumstances or laws which are not
generally applicable to the Lenders organized under the laws of the United
States or any State thereof, the Borrower shall have the right to replace such
Lender with an Eligible Assignee selected by the Borrower and approved by the
Agent (which consent shall not be unreasonably withheld or delayed). In such
event the assignment shall take place as promptly as reasonably practicable on a
date set by the Agent at which time the assigning Lender and the Eligible
Assignee shall enter into an Assignment and Acceptance as contemplated by
Section 19.1 (and clause (c) or (d) thereof shall not be applicable) and the
assigning Lender shall receive from the Eligible Assignee or the Borrower a sum
equal to the outstanding principal amount of the Loans owed to the assigning
Lender together with accrued interest thereon plus the accrued commitment fee
under Section 4.2 allocated to the assigning Lender, and the replaced Lender
shall be

                                      -28-
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released from all of the obligations of a Lender hereunder from and after the
effective date of its replacement.

     Section 5.       STRUCTURED FINANCE COLLATERAL ASSETS; NO LIMITATION ON
RECOURSE

     Section 5.1.     Structured Finance Collateral Assets.

     (a)  The Borrower represents and warrants that each of the Structured
Finance Collateral Assets listed on Schedule 1.1 will on the Effective Date
satisfy all of the conditions set forth in the definition of Structured Finance
Collateral Asset. The Lenders confirm that each of the Structured Finance
Collateral Assets listed on Schedule 1.1 is, on the Effective Date, accepted as
a Structured Finance Collateral Asset. From time to time during the term of this
Agreement, upon the written consent of both (x) the Requisite Lenders in their
sole discretion and (y) each of Fleet National Bank, First Union National Bank,
and Sovereign Bank, to the extent each of them shall be as of such date of
determination a Lender holding a Commitment of at least $15,000,000, in each
case in their sole respective discretion (which in each case of (x) and (y)
consent shall not be unreasonably delayed), additional assets may become
Structured Finance Collateral Assets and certain assets which previously
satisfied the conditions set forth in the definition of Structured Finance
Collateral Asset may cease to be Structured Finance Collateral Assets by virtue
of payment of the underlying obligations, creation of Liens or other reasons.
There shall be attached to each Compliance Certificate delivered pursuant to
Section 7.4(d) or Section 7.13 an updated listing of the Structured Finance
Collateral Assets relied upon by the Borrower in computing the covenants set
forth in Section 5 in such Compliance Certificate. Compliance Certificates
delivered pursuant to Section 2.5(a) shall include an updated listing of the
Structured Finance Collateral Assets and shall include such updated listing
whenever a redetermination of the Structured Finance Collateral Assets Values
for all Structured Finance Collateral Assets based on such an updated listing
would result in a material decrease (from that shown on the most recently
delivered Compliance Certificate) in the Structured Finance Collateral Assets
Values for all Structured Finance Collateral Assets by virtue of payment of the
underlying obligations, creation of Liens or other reasons.

     Section 5.2.     Waivers by Requisite Lenders. If any asset fails to
satisfy any of the requirements contained in the definition of Structured
Finance Collateral Asset then the applicable asset may nevertheless be deemed to
be a Structured Finance Collateral Asset hereunder if both (x) the Requisite
Lenders in their sole discretion and (y) each of Fleet National Bank, First
Union National Bank, and Sovereign Bank, to the extent each of them shall be as
of such date of determination a Lender holding a Commitment of at least
$15,000,000, in each case in their sole respective discretion, vote to accept
such asset as a Structured Finance Collateral Asset.

     Section 5.3.     Rejection of Structured Finance Collateral Assets. If at
any time the Agent reasonably determines that any asset listed as a Structured
Finance Collateral Asset by the Borrower does not satisfy all of the
requirements of the definition of Structured Finance Collateral Asset other than
clause (v) thereof (to the extent not waived by the Requisite Lenders pursuant
to Section 5.2), it may upon three (3) Business Day's notice to the Borrower
reject a Structured Finance Collateral Asset by notice to the Borrower, and if
the Agent so requests the Borrower

                                      -29-
<Page>

shall revise the applicable Compliance Certificate to reflect the resulting
change in the Structured Finance Collateral Asset Values.

     Section 5.4.     Change in Circumstances. If at any time during the term of
this Agreement Borrower becomes aware that any of the applicable representations
contained in Section 6 are no longer accurate with respect to any Structured
Finance Collateral Asset, it will promptly so notify the Agent and either
request a waiver pursuant to Section 5.2 or confirm that such asset is no longer
a Structured Finance Collateral Asset. If any waiver so requested is not granted
by the Requisite Lenders or the Agent, as applicable, within ten (10) Business
Days the Agent shall reject the applicable Structured Finance Collateral Asset
pursuant to Section 5.3.

     Section 5.5.     No Limitation on Recourse. The Obligations are full
recourse obligations of the Borrower and, to the extent provided in this
Agreement, of the Guarantors, and all of their respective assets and other
properties shall be available for the indefeasible payment in full in cash and
performance of the Obligations as and when due and payable.

     Section 5.6.     Additional Guarantors. If Borrower desires that an asset
owned by a Related Company which is not previously a Guarantor become a
Structured Finance Collateral Asset, then provided that the applicable Related
Company is a direct or indirect Subsidiary of Borrower or any Guarantor, such
Related Company may become a Guarantor upon delivery to the Agent of the
following, all in form and substance reasonably satisfactory to the Agent: (a) a
supplement to this Agreement executed and delivered by the such proposed
Guarantor assenting to be bound by all the terms of the Loan Documents as a
Guarantor, and (b) good standing certificates, general partner certificates,
secretary certificates, opinions of counsel and such other documents as may be
reasonably requested by the Agent. The Agent shall promptly provide copies of
said documents to the Lenders.

     Section 6.       REPRESENTATIONS AND WARRANTIES. The Borrower and the
Guarantors jointly and severally represent and warrant to the Agent and each of
the Lenders as follows:

     Section 6.1.     Authority; Etc.

                                      -30-
<Page>

                      (a) Organization; Good Standing. The Company (i) is a
Maryland corporation duly organized, validly existing and in good standing under
the laws of the State of Maryland, (ii) has all requisite power to own its
properties and conduct its business as now conducted and as presently
contemplated, and (iii) to the extent required by law is in good standing as a
foreign entity and is duly authorized to do business in the States in which any
of the Collateral is located and in each other jurisdiction where such
qualification is necessary except where a failure to be so qualified in such
other jurisdiction would not have a Material Adverse Effect. The Borrower is a
Delaware limited partnership, and each of the Borrower and each Guarantor is
duly organized, validly existing and in good standing under the laws of the
State of its formation, has all requisite power to own its properties and
conduct its business as presently contemplated and is duly authorized to do
business in the States in which any of the Collateral owned by it is located and
in each other jurisdiction where such qualification is necessary except where a
failure to be so qualified in such other jurisdiction would not have a Material
Adverse Effect.

                      (b) Authorization. The execution, delivery and performance
of this Agreement and the other Loan Documents to which the Borrower is or is to
become a party and the transactions contemplated hereby and thereby (i) are
within the authority of the Borrower, (ii) have been duly authorized by all
necessary proceedings on the part of the Borrower and the Company as general
partner of Borrower, (iii) do not conflict with or result in any breach or
contravention of any provision of law, statute, rule or regulation to which the
Borrower or the Company is subject or any judgment, order, writ, injunction,
license or permit applicable to the Borrower or the Company and (iv) do not
conflict with any provision of the Borrower's partnership agreement or Company's
charter documents or bylaws, or any agreement (except agreements as to which
such a conflict would not result in a Material Adverse Effect) or other
instrument binding upon, the Borrower or the Company or to which any of their
properties are subject. The execution, delivery and performance of this
Agreement or the other Loan Documents to which any Guarantor is or is to become
a party and the transactions contemplated hereby and thereby (i) are within the
authority of such Guarantor, (ii) have been duly authorized by all necessary
proceedings on the part of such Guarantor, (iii) do not conflict with or result
in any breach or contravention of any provision of law, statute, rule or
regulation to which such Guarantor is subject or any judgment, order, writ,
injunction, license or permit applicable to such Guarantor and (iv) do not
conflict with any provision of such Guarantor's charter documents or bylaws,
partnership agreement, declaration of trust, or any agreement (except agreements
as to which such a conflict would not result in a Material Adverse Effect) or
other instrument binding upon such Guarantor or to which any of such Guarantor's
properties are subject.

                      (c) Enforceability. The execution and delivery of this
Agreement, the other Loan Documents to which the Borrower is or is to become a
party will result in valid and legally binding obligations of the Borrower
enforceable against it in accordance with the respective terms and provisions
hereof and thereof, except as enforceability is limited by bankruptcy,
insolvency, reorganization, moratorium or other laws relating to or affecting
generally the enforcement of creditors' rights and except to the extent that
availability of the remedy of specific performance or injunctive relief is
subject to the discretion of the court before which any proceeding therefor may
be brought. The execution and delivery of this Agreement and the other Loan
Documents to which any Guarantor is or is to become a party will result in valid
and legally binding obligations of such Guarantor enforceable against such
Guarantor in accordance with the respective terms and provisions hereof and
thereof, except as enforceability is limited by

                                      -31-
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bankruptcy, insolvency, reorganization, moratorium or other laws relating to or
affecting generally the enforcement of creditors' rights and except to the
extent that availability of the remedy of specific performance or injunctive
relief is subject to the discretion of the court before which any proceeding
therefor may be brought.

     Section 6.2.     Governmental Approvals. The execution, delivery and
performance by the Borrower and each Guarantor of this Agreement and the other
Loan Documents to which the Borrower or such Guarantor is or is to become a
party and the transactions contemplated hereby and thereby do not require the
approval or consent of, or filing with, any governmental agency or authority
other than those already obtained.

     Section 6.3.     Title to Properties.

                      (a) Either the Borrower or a Guarantor holds good and
unencumbered title to their respective legal and beneficial interest in the
Structured Finance Collateral Assets, subject to no Liens other than those in
favor of the Agent under the Loan Documents.

                      (b) Except as indicated on Schedule 6.3 hereto, the
Borrower or a Subsidiary holds good and marketable fee simple title to, or holds
a marketable leasehold interest pursuant to a Ground Lease of, all of the
properties reflected in the balance sheet of the Borrower as at December 31,
2000 or acquired since that date (except properties sold or otherwise disposed
of in the ordinary course of business since that date).

     Section 6.4.     Financial Statements. The following financial statements
have been furnished to the Agent.

                      (a) A balance sheet of the Company as of December 31,
2000, and a statement of operations and statement of cash flows of the Company
for the fiscal year then ended, a balance sheet of the Borrower as of December
31, 2000, and a statement of operations and statement of cash flows of the
Borrower for the fiscal year then ended, all accompanied by an auditor's report
prepared without qualification by Ernst & Young. Such balance sheets and
statements of operations and of cash flows have been prepared in accordance with
Generally Accepted Accounting Principles and fairly present the financial
condition of the Borrower and the Company, respectively as at the close of
business on the date thereof and the results of operations and cash flows for
the fiscal year then ended. There are no contingent liabilities of the Borrower
or the Company, respectively, as of such date involving material amounts, known
to the officers of the Company not disclosed in said balance sheet and the
related notes thereto.

                      (b) A balance sheet and a statement of operations and
statement of cash flows of the Company and a balance sheet and a statement of
operations and statement of cash flows of the Borrower for each of the fiscal
quarters of the Company ended since December 31, 2000 but prior to the Effective
Date for which the Company has filed form 10-Q with the SEC, which the Company's
Responsible Officer certifies has been prepared in accordance with Generally
Accepted Accounting Principles consistent with those used in the preparation of
the annual audited statements delivered pursuant to paragraph (a) above and
fairly represents the financial condition of the Company and the Borrower,
respectively, as at the close of business on the dates thereof and the results
of operations and of cash flows for the fiscal quarters then ended (subject

                                      -32-
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to year-end adjustments). There are no contingent liabilities of the Borrower or
the Company as of such dates involving material amounts, known to the officers
of the Company, not disclosed in such balance sheets and the related notes
thereto.

     Section 6.5.     No Material Changes, Etc. Since September 30, 2001, there
has occurred no material adverse change in the financial condition or assets or
business of the Borrower as shown on or reflected in the balance sheet of the
Borrower as of September 30, 2001, or the statement of income for the fiscal
year then ended, other than changes in the ordinary course of business that have
not had any Material Adverse Effect either individually or in the aggregate.

     Section 6.6.     Franchises, Patents, Copyrights, Etc. The Borrower and
each Guarantor possesses all franchises, patents, copyrights, trademarks, trade
names, licenses and permits, and rights in respect of the foregoing, adequate
for the conduct of its business substantially as now conducted without known
conflict with any rights of others, except to the extent the Borrower's or such
Guarantor's failure to possess the same does not have a Material Adverse Effect.

     Section 6.7.     Litigation. Except as listed and described on Schedule 6.7
hereto, there are no actions, suits, proceedings or investigations of any kind
pending or, to Borrower's knowledge, threatened against the Borrower, any
Guarantor or any of the Related Companies before any court, tribunal or
administrative agency or board that, if adversely determined, might, either in
any case or in the aggregate, have a Material Adverse Effect or materially
impair the right of the Borrower, any Guarantor or any of the Related Companies
to carry on business substantially as now conducted by it, or which question the
validity of this Agreement or any of the other Loan Documents, any action taken
or to be taken pursuant hereto or thereto, or which would result in a Lien on
any Structured Finance Collateral Asset.

     Section 6.8.     No Materially Adverse Contracts, Etc. Neither the Borrower
nor the Company nor any other Guarantor is subject to any charter, trust or
other legal restriction, or any judgment, decree, order, rule or regulation that
has or is expected in the future to have a Material Adverse Effect. Neither the
Borrower nor the Company is a party to any contract or agreement that has or is
expected, in the judgment of the Company's officers, to have any Material
Adverse Effect.

     Section 6.9.     Compliance With Other Instruments, Laws, Etc. Neither the
Borrower nor the Company nor any other Guarantor is in violation of any
provision of the Borrower's partnership agreement or of the Company's charter
documents, by-laws, or any agreement or instrument to which it may be subject or
by which it or any of its properties may be bound or any decree, order,
judgment, statute, license, rule or regulation, in any of the foregoing cases in
a manner that could result in the imposition of substantial penalties or have a
Material Adverse Effect.

     Section 6.10.    Tax Status. Each of the Borrower and the Company and each
other Guarantor (a) has made or filed all federal and state income and all other
tax returns, reports and declarations required by any jurisdiction to which it
is subject, and (b) has paid all taxes and other governmental assessments and
charges shown or determined to be due on such returns, reports and declarations,
except those being contested in good faith and by appropriate proceedings. There
are no unpaid taxes in any material amount claimed to be due by the taxing
authority of any jurisdiction, and the officers of the Company know of no basis
for any such claim.

                                      -33-
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     Section 6.11.    Event of Default. No Default or Event of Default has
occurred and is continuing hereunder. No "Default" or "Event of Default" (as
such terms are defined in the Existing Credit Facility) has occurred and is
continuing under the Existing Credit Facility.

     Section 6.12.    Investment Company Act. Neither the Borrower nor the
Company is an "investment company", or an "affiliated company" or a "principal
underwriter" of an "investment company", as such terms are defined in the
Investment Company Act of 1940.

     Section 6.13.    Absence of Financing Statements, Etc. There is no
financing statement, security agreement, chattel mortgage, real estate mortgage,
equipment lease, financing lease, option, encumbrance or other document
existing, filed or recorded with any filing records, registry, or other public
office, that purports to cover, affect or give notice of any present or possible
future lien or encumbrance on, or security interest in, any Structured Finance
Collateral Asset, other than as required by the Pledge and Security Agreement in
favor of the Agent.

     Section 6.14.    Status of the Company. The Company (i) is a real estate
investment trust as defined in Section 856 of the Code (or any successor
provision thereto), (ii) has not revoked its election to be a real estate
investment trust, (iii) has not engaged in any "prohibited transactions" as
defined in Section 856(b)(6)(iii) of the Code (or any successor provision
thereto), and (iv) for its current "tax year" (as defined in the Code) is, and
for all prior tax years subsequent to its election to be a real estate
investment trust has been, entitled to a dividends paid deduction which meets
the requirements of Section 857 of the Internal Revenue Code. The common stock
of the Company is listed for trading on the New York Stock Exchange.

     Section 6.15.    Certain Transactions. Except as set forth on Schedule 6.15
hereto, none of the officers or employees of the Borrower or any Guarantor is
presently a party to any transaction with the Borrower or any Guarantor (other
than for services as employees, officers and trustees), including any contract,
agreement or other arrangement providing for the furnishing of services to or
by, providing for rental of real or personal property to or from, or otherwise
requiring payments to or from any officer, trustee or such employee or, to the
knowledge of the Borrower and the Company, any corporation, partnership, trust
or other entity in which any officer, trustee or any such employee or natural
Person related to such officer, trustee or employee or other Person in which
such officer, trustee or employee has a direct or indirect beneficial interest
has a substantial interest or is an officer or trustee.

     Section 6.16.    Benefit Plans; Multiemployer Plans; Guaranteed Pension
Plans. As of the date hereof, neither the Borrower nor any ERISA Affiliate
maintains or contributes to any Employee Benefit Plan, Multiemployer Plan or
Guaranteed Pension Plan, except as may be set forth on Schedule 6.16. To the
extent that Borrower or any ERISA Affiliate hereafter maintains or contributes
to any Employee Benefit Plan or Guaranteed Pension Plan, it shall at all times
do so in compliance with Section 7.17 hereof. None of the assets of the Borrower
or any of the Guarantors is "plan assets" of any Employee Benefit Plan for
purposes of Title I of ERISA.

     Section 6.17.    Regulations U and X. No portion of any Loan is to be used
for the purpose of purchasing or carrying any "margin security" or "margin
stock" as such terms are used in Regulations U and X of the Board of Governors
of the Federal Reserve System, 12 C.F.R. Parts 221 and 224.

                                      -34-
<Page>

     Section 6.18.    Environmental Compliance. Except as disclosed in Schedule
6.18 hereto, to the best knowledge of the Borrower:

                      (a) The Borrower, the Guarantors and the Related Companies
are in compliance with all Environmental Laws pertaining to any hazardous waste,
as defined by 42 U.S.C. Section 9601(5), any Hazardous Materials as defined by
42 U.S.C. Section 9601(14), any pollutant or contaminant as defined by 42 U.S.C.
Section 9601(33) or any toxic substances, oil or hazardous materials or other
chemicals or substances regulated by any Environmental Laws ("Hazardous
Materials") the failure with which to comply would have a Material Adverse
Effect. None of the Properties and no other property used by the Borrower, the
Guarantors or the Related Companies is included or proposed for inclusion on the
National Priorities List issued pursuant to the Comprehensive Environmental
Response, Compensation and Liability Act of 1980 as amended ("CERCLA"), or on
the Comprehensive Environmental Response Compensation and Liability Information
System maintained by the United States Environmental Protection Agency (the
"EPA") or on any analogous list maintained by any other Governmental Authority
and has not otherwise been identified by the EPA as a potential CERCLA site.

                      (b) The Borrower, the Guarantors and the Related Companies
have not, at any time, and, to the actual knowledge of the Borrower, no other
Person has at any time, used, handled, stored, buried, retained, refined,
transported, processed, manufactured, generated, produced, spilled, released,
allowed to seep, escape or leach, or pumped, poured, emitted, emptied,
discharged, injected, dumped, transferred or otherwise disposed of, any
Hazardous Materials at or about the Real Estate Assets or any other real
property owned or occupied by the Borrower, any Guarantor or any Related
Company, except (i) for use and storage for use of reasonable amounts of
ordinary supplies and other substances customarily used in the operation of
commercial office buildings; provided, however, that such use and/or storage for
use is in substantial compliance with applicable Environmental Law, or (ii)
where such action is not reasonably expected to have a Material Adverse Effect.

                      (c) No actions, suits, or proceedings have been commenced,
are pending or, to the actual knowledge of the Borrower, are threatened in
writing with respect to any Environmental Law governing the use, manufacture,
storage, treatment, Release, disposal, transportation, or processing of
Hazardous Materials with respect to any Real Estate Asset or any part thereof
which could have a Material Adverse Effect. The Borrower, the Guarantors and the
Related Companies have received no written notice of and have no actual
knowledge of any fact, condition, occurrence or circumstance which could
reasonably be expected to give rise to a claim under or pursuant to any existing
Environmental Law pertaining to Hazardous Materials on, in, under or originating
from any Real Estate Asset or any part thereof or any other real property owned
or occupied by the Borrower or any Guarantor or arising out of the conduct of
any Borrower or any Guarantor, including claims for the presence of Hazardous
Materials at any other property, which in any case is reasonably expected to
have a Material Adverse Effect.

                      (d) Other than as set forth in reviews, reports and
surveys copies of which have been delivered to the Agent, there have occurred no
uses, manufactures, storage, treatments, Releases, disposals, transportation, or
processing of Hazardous Materials with respect to any Real Estate Asset except
those which, taken as a whole, would not have a Material Adverse Effect.

                                      -35-
<Page>

     Section 6.19.    Subsidiaries and Affiliates. The Borrower has no
Subsidiaries except for the Related Companies listed on Schedule 1.3 and does
not have an ownership interest in any entity whose financial statements are not
consolidated with the Borrower's except for the Unconsolidated Entities listed
on Schedule 1.3. Except as set forth on Schedule 6.19: (a) the Company is not a
partner in any partnership other than Borrower and is not a member of any
limited liability company and (b) the Company owns no material assets other than
its partnership interest in Borrower.

     Section 6.20.    Loan Documents. All of the representations and warranties
of the Borrower or any Guarantor made in the other Loan Documents or any
document or instrument delivered or to be delivered to the Agent or the Lenders
pursuant to or in connection with any of such Loan Documents are true and
correct in all material respects.

     Section 6.21.    [Intentionally Omitted].

     Section 6.22.    Indebtedness. The Borrower and the Guarantors have no
Indebtedness except (a) as set forth on Schedule 6.22 hereto and (b) as
otherwise permitted by this Agreement. Schedule 6.22 hereto accurately sets
forth the outstanding principal amounts and the maturity dates of all
Indebtedness for borrowed money of the Borrower and the Guarantors and certain
of the Related Companies and identifies the holders of the obligations
thereunder as of the Effective Date.

     Section 6.23.    Title/Status of Structured Finance Assets.

                      (a)  [Intentionally Omitted].

                      (b)  The Borrower and the Guarantors have good title to
their respective ownership interests in each Structured Finance Collateral
Asset, free and clear of any Liens other than the Liens of the Loan Documents.
Except to the extent, if any, expressly set forth in the documents evidencing or
securing such Structured Finance Collateral Asset and the Borrower's or the
Guarantors' interests therein, which documents have been delivered to the Agent,
(a) the Borrower and the Guarantors have not waived, modified, altered,
satisfied, cancelled or subordinated any of documents evidencing or securing any
of the Structured Finance Collateral Assets in any material respect, and (b) the
real property underlying such Structured Finance Collateral Asset has not been
released from the lien of any such Structured Finance Collateral Asset, nor has
any maker been released from its obligations under any such Structured Finance
Collateral Asset.

                      (c)  To the best knowledge of the Borrower and the
Guarantors, each Structured Finance Collateral Asset is the legal, valid and
binding obligation of each party obligated thereunder, enforceable against such
party in accordance with its terms, except as the enforcement thereof may be
limited by applicable bankruptcy, insolvency, reorganization, moratorium, and
similar laws affecting creditors' rights generally. Except as set forth on
SCHEDULE 6.23, each Structured Finance Collateral Asset which is a Mortgage
creates a valid Lien in the property which is the subject of such Mortgage Note.

                      (d)  To the actual knowledge of Borrower and the
Guarantors, each Structured Finance Collateral Asset was made in compliance with
all applicable laws, and does not violate

                                      -36-
<Page>

any usury or similar law regulating the applicable maximum permitted rates of
interest for loans, extensions of credit or forbearances.

                      (e)  To the actual knowledge of Borrower and the
Guarantors, each Structured Finance Collateral Asset evidences an undisputed,
bona fide transaction completed in accordance in all material respects with the
terms and provisions contained in any documents related thereto, and is genuine
and free from adverse claims, setoffs, default, defenses, retainages, holdbacks
and conditions precedent of any kind or character; and Borrower and the
Guarantors have no notice from underlying obligator contesting the validity or
collectability of any such Structured Finance Collateral Asset.

                      (f)  To the actual knowledge of Borrower and the
Guarantors, there is no proceeding pending for the total or partial condemnation
of any property subject to a Structured Finance Collateral Asset; each property
subject to such Structured Finance Collateral Asset is being used for the
operation of a property, is in good repair and free and clear of any damage that
would affect materially and adversely the value of the property subject to such
Structured Finance Collateral Asset.

                      (g)  [Intentionally Omitted].

                      (h)  Neither Borrower nor the Guarantors nor any of their
Subsidiaries has received notice that any real property underlying a Structured
Finance Collateral Asset violates or fails to conform with any law, ordinance,
regulation, standard, license or certificate in any manner that would cause a
Material Adverse Effect.

                      (i)  [Intentionally Omitted].

                      (j)  [Intentionally Omitted].

                      (k)  [Intentionally Omitted].

                      (l)  To the actual knowledge of Borrower and the
Guarantors, for those properties subject to a Structured Finance Collateral
Asset in which the respective maker holds a leasehold estate, (i) the related
Ground Lease is in full force and effect except as permitted by the applicable
Structured Finance Collateral Asset and has not been modified or amended in any
manner whatsoever, and (ii) there are no material defaults under such Ground
Lease and no event has occurred, which but for the passage of time, or notice,
or both, would constitute a material default under such Ground Lease.

                      (m)  Except to the extent permitted under the definition
of "Structured Finance Collateral Asset,"(i) no Structured Finance Collateral
Asset is in default beyond the expiration of any applicable grace or notice
periods, and (ii) during the preceding twelve (12) months or such lesser period
as Borrower or Guarantor has owned the Structured Finance Collateral Asset,
there has been no default in the payment of regularly scheduled principal and
interest thereunder.

                                      -37-
<Page>

     Section 7.       AFFIRMATIVE COVENANTS OF THE BORROWER. Borrower covenants
and agrees as follows, so long as any Loan or Note is outstanding or the Lenders
have any obligations to make Loans:

     Section 7.1.     Punctual Payment. The Borrower will unconditionally duly
and punctually pay the principal and interest on the Loans and all other amounts
provided for in the Notes, this Agreement, and the other Loan Documents all in
accordance with the terms of the Notes, this Agreement and the other Loan
Documents.

     Section 7.2.     Maintenance of Office. The Borrower will maintain its
chief executive office in New York, New York or at such other place in the
United States Of America as the Borrower shall designate upon written notice to
the Agent to be delivered within fifteen (15) days of such change, where
notices, presentations and demands to or upon the Borrower in respect of the
Loan Documents may be given or made.

     Section 7.3.     Records and Accounts. The Borrower will, and will cause
its Subsidiaries to, keep true and accurate records and books of account in
which full, true and correct entries will be made in accordance with Generally
Accepted Accounting Principles.

     Section 7.4.     Financial Statements, Certificates and Information. The
Borrower will deliver to each of the Lenders:

                      (a) as soon as practicable, but in any event not later
than ninety (90) days after the end of each fiscal year of the Borrower,

     (i) the audited balance sheets of the Borrower and of the Company at the
     end of such year, and the related audited statements of operations and
     statements of cash flows for such year, each setting forth in comparative
     form the figures for the previous fiscal year and all such statements to be
     in reasonable detail, prepared in accordance with Generally Accepted
     Accounting Principles on a consolidated basis including the Borrower and
     the Related Companies, and accompanied by an auditor's report prepared
     without qualification by Ernst & Young or by such other independent
     certified public accountant as may be selected by Borrower and reasonably
     acceptable to the Agent; and

     (ii) to the extent available to the Borrower, with respect to the
     Structured Finance Collateral Assets, annual operating and capital budgets,
     rent rolls (indicating leasing status and rental rates, and pending lease
     expirations), management reports and operating statements with respect to
     each property subject to a Structured Finance Collateral Asset all to be
     held by the Agent and the Lenders confidentially in accordance with
     standard practices;

                      (b) as soon as practicable, but in any event not later
than forty-five (45) days after the end of each of the first three (3) fiscal
quarters during each fiscal year of the Borrower,

     (i) copies of the unaudited balance sheets of the Borrower and of the
     Company as at the end of such quarter, and the related unaudited statements
     of operations for the portion of the Borrower's fiscal year then elapsed,
     all in reasonable detail and

                                      -38-
<Page>

     prepared in accordance with Generally Accepted Accounting Principles,
     together with a certification by the principal financial or accounting
     officer of the Company that the information contained in such financial
     statements fairly presents the financial position of the Borrower and of
     the Company on the date thereof (subject to year-end adjustments);
     provided, however, that for so long as the Borrower and the Company are
     filing form 10-Q with the Securities and Exchange Commission ("SEC"), the
     delivery of a copy thereof pursuant to paragraph (e) of this Section 7.4
     shall be deemed to satisfy this clause (i) of this paragraph (b); and

     (ii) to the extent available to the Borrower, with respect to the
     Structured Finance Collateral Assets, rent rolls (indicating leasing status
     and rental rates, and pending lease expirations) and operating statements
     with respect to each property subject to a Structured Finance Collateral
     Asset.

                      (c) [Intentionally Omitted];

                      (d) simultaneously with the delivery of the financial
statements referred to in subsections (a) and (b) above, a Compliance
Certificate signed by a Responsible Officer of the Company (on behalf of the
Borrower) and setting forth in reasonable detail computations evidencing
compliance with the covenants contained herein and (if applicable)
reconciliations to reflect changes in Generally Accepted Accounting Principles
since the relevant date;

                      (e) as soon as practicable, but in any event not later
than ninety (90) days after the end of each fiscal year of the Company, copies
of the Form 10-K statement filed with the SEC for such fiscal year, and as soon
as practicable, but in any event not later than forty-five (45) days after the
end of each fiscal quarter, copies of the Form 10-Q statement filed with the SEC
for such fiscal quarter, provided that in either case if the SEC has granted an
extension for the filing of such statements, Borrower shall deliver such
statements to the Agent simultaneously with the filing thereof with the SEC;

                      (f) promptly following the filing or mailing thereof,
copies of all other material of a financial nature filed with the SEC or sent to
the shareholders of the Company or to the limited partners of the Borrower and
copies of all corporate press releases promptly upon the issuance thereof;

                      (g) from time to time as the Agent may reasonably request,
all material notices, financial data and other information delivered to them by
the obligor under any Structured Finance Collateral Asset as a condition of the
contractual terms of such Structured Finance Collateral Asset; and

                      (h) from time to time such other financial data and
information as the Agent may reasonably request including, without limitation,
financial statements of any Unconsolidated Entities, it being understood and
agreed to by the Borrower and the Guarantors that any information that the
Borrower or any Guarantor may reasonably require or otherwise request as a
contractual right as a holder of a Structured Finance Collateral Asset may be
reasonably requested by the Agent provided that the Borrower will not be in
default hereunder if it fails to

                                      -39-
<Page>

obtain same after reasonable efforts. All such information shall be held by the
Agent and Lenders in a confidential manner in accordance with standard
practices.

     Section 7.5.     Notices.

                      (a) Defaults. The Borrower will promptly notify the Agent
in writing (and the Agent shall immediately thereafter notify the Lenders) of
the occurrence of any Default or Event of Default. If any Person shall give any
notice or take any other action in respect of a claimed default (whether or not
constituting a Default or an Event of Default under this Agreement) under any
note, evidence of Indebtedness, indenture or other obligation to which or with
respect to which the Borrower, Guarantor or any of the Related Companies is a
party or obligor, whether as principal or surety, and if the principal amount
thereof exceeds $3,000,000, and such default would permit the holder of such
note or obligation or other evidence of Indebtedness to accelerate the maturity
thereof, the Borrower shall forthwith give written notice thereof to the Agent
and each of the Lenders, describing the notice or action and the nature of the
claimed default.

                      (b) Environmental Events. The Borrower will promptly
notify the Agent in writing (and the Agent shall promptly thereafter notify the
Lenders) of any of the following events: (i) upon Borrower's obtaining knowledge
of any violation of any Environmental Law regarding any property which is
subject to any Structured Finance Collateral Asset or any Real Estate or
Borrower's operations which violation could have a Material Adverse Effect; (ii)
upon Borrower's obtaining knowledge of any potential or known Release, or threat
of Release, of any Hazardous Material at, from, or into any property which is
subject to any Structured Finance Collateral Asset or any Real Estate which it
reports in writing or is reportable by it in writing to any governmental
authority and which is material in amount or nature or which could materially
affect the value of such Structured Finance Collateral Asset or which could have
a Material Adverse Effect; (iii) upon Borrower's receipt of any notice of
violation of any Environmental Laws or of any Release or threatened Release of
Hazardous Materials, including a notice or claim of liability or potential
responsibility from any third party (including without limitation any federal,
state or local governmental officials) and including notice of any formal
inquiry, proceeding, demand, investigation or other action with regard to (A)
Borrower's or any Person's operation of any property which is subject to any
Structured Finance Collateral Asset or any Real Estate if the same would have a
Material Adverse Effect, (B) contamination on, from or into any property which
is subject to any Structured Finance Collateral Asset or any Real Estate if the
same would have a Material Adverse Effect, or (C) investigation or remediation
of off-site locations at which Borrower or any of its predecessors are alleged
to have directly or indirectly disposed of Hazardous Materials; or (iv) upon
Borrower's obtaining knowledge that any expense or loss has been incurred by
such governmental authority in connection with the assessment, containment,
removal or remediation of any Hazardous Materials with respect to which
Borrower, Guarantor or any of the Related Companies may be liable or for which a
lien may be imposed on a Structured Finance Collateral Asset or any property
which is subject to any Structured Finance Collateral Asset.

                      (c) Notification of Liens Against Structured Finance
Collateral Assets or Other Material Claims. The Borrower will, promptly upon
becoming aware thereof, notify the Agent in writing (and the Agent shall
promptly thereafter notify the Lenders) of any Liens placed upon

                                      -40-
<Page>

or attaching to any Structured Finance Collateral Assets or of any other setoff,
claims (including environmental claims), withholdings or other defenses to any
Structured Finance Collateral Asset.

                      (d) Notice of Litigation and Judgments. The Borrower will
give notice to the Agent in writing (and the Agent shall promptly thereafter
notify the Lenders) within fifteen (15) days of becoming aware of any litigation
or proceedings threatened in writing or any pending litigation and proceedings
affecting any of the Structured Finance Collateral Assets or affecting the
Borrower, any Guarantor or any of the Related Companies or to which the
Borrower, any Guarantor or any of the Related Companies is or is to become a
party involving an uninsured claim (or as to which the insurer reserves rights)
against the Borrower, any Guarantor or any of the Related Companies that at the
time of giving of notice could reasonably be expected to have a Material Adverse
Effect, and stating the nature and status of such litigation or proceedings. The
Borrower will give notice to the Agent, in writing, in form and detail
satisfactory to the Agent, within ten (10) days of any judgment not covered by
insurance, final or otherwise, against the Borrower in an amount in excess of
$1,000,000.

     Section 7.6.     Existence; Maintenance of REIT Status; Maintenance of
Properties. The Company will do or cause to be done all things necessary to
preserve and keep in full force and effect its status as a "qualified real
estate investment trust" under Section 856 of the Code and the existence of
Borrower as a Delaware limited partnership. The common shares of beneficial
interest of the Company will at all times be listed for trading on either the
New York Stock Exchange or one of the other major stock exchanges. The Borrower
will do or cause to be done all things necessary to preserve and keep in full
force all of its rights and franchises which in the judgment of the Borrower may
be necessary to properly and advantageously conduct the businesses being
conducted by it, the Company, any of the Guarantors or any of the Related
Companies. The Borrower (a) will cause all of the properties used or useful in
the conduct of the business of Borrower, the Company, any of the Guarantors or
any of the Related Companies to be maintained and kept in good condition, repair
and working order and supplied with all necessary equipment, (b) will cause to
be made all necessary repairs, renewals, replacements, betterments and
improvements thereof, all as in the judgment of the Borrower may be necessary so
that the business carried on in connection therewith may be properly and
advantageously conducted at all times, and (c) will continue to engage primarily
in the businesses now conducted by it and in related businesses.

     Section 7.7.     Insurance. With respect to the Real Estate Assets and
other properties and businesses of Borrower, the Guarantors and the Related
Companies, the Borrower will maintain or cause to be maintained insurance with
financially sound and reputable insurers against such casualties and
contingencies as shall be in accordance with the general practices of businesses
engaged in similar activities in similar geographic areas and in amounts,
containing such terms, in such forms and for such periods as may be reasonable
and prudent. Commercial general liability insurance shall include an excess
liability policy with limits of at least $50,000,000.

     Section 7.8.     Taxes. The Borrower will pay or will cause to be paid real
estate taxes, other taxes, assessments and other governmental charges against
the Real Estate Assets and the Structured Finance Collateral Assets (but shall
have no obligation by reason of this Section 7.8 to pay any taxes on real
property other than properties owned by the Borrower or any Related

                                      -41-
<Page>

Company) before the same become delinquent, and will duly pay and discharge, or
cause to be paid and discharged, before the same shall become overdue, all
taxes, assessments and other governmental charges imposed upon it and its other
properties, sales and activities, or any part thereof, or upon the income or
profits therefrom, as well as all claims for labor, materials, or supplies that
if unpaid might by law become a lien or charge upon any of its properties;
provided that any such tax, assessment, charge, levy or claim need not be paid
if the validity or amount thereof shall currently be contested in good faith by
appropriate proceedings and if the Borrower shall have set aside on its books
adequate reserves with respect thereto; and provided further that the Borrower
will pay all such taxes, assessments, charges, levies or claims forthwith upon
the commencement of proceedings to foreclose any lien that may have attached as
security therefor.

     Section 7.9.     Inspection of Properties and Books. The Borrower shall
permit the Lenders, through the Agent or any of the Lenders' other designated
representatives, to examine and review any of the documentation related to any
of the Structured Finance Collateral Assets, to examine the books of account of
the Borrower, the Company, the other Guarantors and the Related Companies (and
to make copies thereof and extracts therefrom) and to discuss the affairs,
finances and accounts of the Borrower with, and to be advised as to the same by,
its officers, all at such reasonable times and intervals as the Agent or any
Lender may reasonably request.

     Section 7.10.    Compliance with Laws, Contracts, Licenses, and Permits.
The Borrower and the Company will comply, and will cause each Guarantor and all
Related Companies to comply, with (a) all applicable laws and regulations now or
hereafter in effect wherever its business is conducted, including all
Environmental Laws, (b) the provisions of all applicable partnership agreements,
charter documents and by-laws, (c) all agreements and instruments to which it is
a party or by which it or any of its Real Estate Assets may be bound including
Ground Leases, and (d) all applicable decrees, orders, and judgments except
(with respect to (a) through (d) above) to the extent such non-compliance would
not have a Material Adverse Effect. If at any time any permit or authorization
from any governmental Person shall become necessary or required in order that
the Borrower or any Guarantor may fulfill or be in compliance with any of its
obligations hereunder or under any of the Loan Documents or under any of the
Collateral Documents, the Borrower will immediately take or cause to be taken
all reasonable steps within the power of the Borrower to obtain such
authorization, consent, approval, permit or license and furnish the Agent and
the Lenders with evidence thereof.

     Section 7.11.    Use of Proceeds. Subject to the provisions of Section 2.5
hereof, the proceeds of the Loans may be used by the Borrower to pay the
Prudential Facility, the costs and expenses of closing this Facility and for
making Structured Finance Investments, provided, however, that no portion of any
Loan may be used for the purpose of purchasing or carrying any "margin security"
or "margin stock" as such terms are used in Regulations U and X of the Board of
Governors of the Federal Reserve System, 12 C.F.R. Parts 221 and 224.

     Section 7.12.    Payment of Prudential Loan Facility. Borrower agrees to
use the initial advance of Loans on the Effective Date to pay in full all loans
and other obligations outstanding under its revolving credit facility (the
"Prudential Facility") pursuant to that certain Amended and Restated Credit
Agreement dated as of November 30, 2000 among Borrower, and Prudential
Securities Credit Corp., LLC, as lender, as the same may have been amended from
time to time.

                                      -42-
<Page>

     Section 7.13.    Notices of Significant Transactions. The Borrower will
notify the Agent in writing prior to the closing of any of the following
transactions pursuant to a single transaction or a series of related
transactions:

                      (a) The sale or transfer of one or more Real Estate Assets
for an aggregate sales price or other consideration of $25,000,000 or more.

                      (b) The sale or transfer of the ownership interest of
Borrower or any of the Related Companies in any of the Related Companies or the
Unconsolidated Entities if the aggregate consideration received by the Borrower
or the Related Companies in connection with such transaction exceeds
$15,000,000.

Each notice given pursuant to this Section 7.13 shall be accompanied by a
Compliance Certificate including an updated list of Structured Finance
Collateral Assets and demonstrating in reasonable detail compliance, after
giving effect to the proposed transaction, with the covenants contained in
Section 9.1 through Section 9.5.

     Section 7.14.    Further Assurance. The Borrower and the Guarantors will
cooperate with the Agent and the Lenders and execute such further instruments
and documents and perform such further acts as the Agent and the Lenders shall
reasonably request to carry out the transactions contemplated by this Agreement
and the other Loan Documents.

     Section 7.15.    Environmental Indemnification. The Borrower and the
Guarantors jointly and severally covenant and agree that they will indemnify and
hold the Agent and each Lender harmless from and against any and all claims,
expense, damage, loss or liability incurred by the Agent or any Lender
(including all reasonable costs of legal representation incurred by the Agent or
any Lender, but excluding, as applicable, for the Agent or a Lender any claim,
expense, damage, loss or liability as a result of the gross negligence or
willful misconduct of the Agent or such Lender) relating to (a) any Release or
threatened Release of Hazardous Materials on any property subject to any
Structured Finance Collateral Asset or any Real Estate; (b) any violation of any
Environmental Laws with respect to conditions at any property subject to any
Structured Finance Collateral Asset or any Real Estate or the operations
conducted thereon; or (c) the investigation or remediation of off-site locations
at which the Borrower or its predecessors are alleged to have directly or
indirectly disposed of Hazardous Materials. It is expressly acknowledged by the
Borrower and the Guarantors that this covenant of indemnification shall survive
the payment of the Loans and shall inure to the benefit of the Agent and the
Lenders, and their successors and assigns.

     Section 7.16.    Response Actions. The Borrower and the Guarantors jointly
and severally covenant and agree that if any Release or disposal of Hazardous
Materials shall occur or shall have occurred on any Real Estate if the same
would have a Material Adverse Effect, the Borrower will cause the prompt
containment and removal of such Hazardous Materials and remediation of such Real
Estate as necessary to comply with all Environmental Laws or to preserve the
value of such Real Estate to the extent necessary to avoid a Material Adverse
Effect.

     Section 7.17.    Employee Benefit Plans.

                                      -43-
<Page>

                      (a) Representation. The Borrower and its ERISA Affiliates
do not currently maintain or contribute to any Employee Benefit Plan, Guaranteed
Pension Plan or Multiemployer Plan, except as set forth on Schedule 6.16.

                      (b) Notice. The Borrower will obtain the consent of the
Agent prior to the establishment of any Employee Benefit Plan or Guaranteed
Pension Plan not listed on Schedule 6.16 by the Borrower or any ERISA Affiliate.

                      (c) In General. Each Employee Benefit Plan maintained by
the Borrower or any ERISA Affiliate will be operated in compliance in all
material respects with the provisions of ERISA and, to the extent applicable,
the Code, including but not limited to the provisions thereunder respecting
prohibited transactions.

                      (d) Terminability of Welfare Plans. With respect to each
Employee Benefit Plan maintained by the Borrower or an ERISA Affiliate which is
an employee welfare benefit plan within the meaning of Section 3(1) or Section
3(2)(B) of ERISA, each such plan provides that the Borrower, or the ERISA
Affiliate, as the case may be, has the right to terminate each such plan at any
time (or at any time subsequent to the expiration of any applicable bargaining
agreement) without liability other than liability to pay claims incurred prior
to the date of termination.

                      (e) Multiemployer Plans. Without the consent of the Agent,
the Borrower will not enter into, maintain or contribute to, any Multiemployer
Plan other that a Multiemployer Plan listed on Schedule 6.16.

                      (f) Unfunded or Underfunded Liabilities. The Borrower will
not, at any time, have accruing unfunded or underfunded liabilities with respect
to any Employee Benefit Plan, Guaranteed Pension Plan or Multiemployer Plan
which, in the aggregate, would exceed $5,000,000, and will take all reasonable
steps to prevent the occurrence of any condition with respect to any
Multiemployer Plan that would create a withdrawal liability in excess of
$5,000,000.

     Section 7.18.    Required Interest Rate Contracts. During all periods in
which the LIBOR Rate (as determined in accordance with the terms of this
Agreement) for Interest Periods of one month exceeds seven per cent (7.0%), the
Borrower shall maintain in effect Interest Rate Contracts with counterparties
and in form reasonably satisfactory to the Agent covering that portion of
Borrower's Variable Rate Indebtedness equal to the amount by which Borrower's
Variable Rate Indebtedness (other than any such Variable Rate Indebtedness
hedged by Interest Rate Contracts with a term expiring no earlier than the
earlier of the Maturity Date or the maturity of the Indebtedness so hedged)
exceeds 30% of Total Debt.

     Section 7.19.    Forward Equity Contracts. If Borrower shall enter into any
forward equity contracts, Borrower shall only settle same by the delivery of
stock.

     Section 7.20.    Title/Status of Structured Finance Assets.

                      (a)  Borrower and the Guarantors shall own and hold good
title to their respective interest in each Structured Finance Collateral Asset
free and clear of any Liens other than the Liens of the Loan Documents.
Borrower, the Guarantors, and their Subsidiaries shall

                                      -44-
<Page>

not waive, modify, alter, satisfy, cancel or subordinate any Structured Finance
Collateral Asset in any respect if the effect of such waiver, modification,
alteration, satisfaction, cancellation or subordination is to cause a default
under any covenant of this Agreement or any of the other Loan Documents.

                      (b)  Each Structured Finance Collateral Asset shall be the
legal, valid and binding obligation of each party obligated thereunder,
enforceable against such party in accordance with its terms, except as the
enforcement thereof may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium, and similar laws affecting creditors' rights
generally. Each Mortgage which is a Structured Finance Collateral Asset shall
create a valid Lien in the property which is the subject of the Mortgage Note.
Each Structured Finance Collateral Asset shall be made in compliance with all
applicable laws and shall not violate any usury or similar law regulating the
applicable maximum permitted rates of interest of loans, extensions of credit or
forbearances. Each Structured Finance Collateral Asset shall be free from
adverse claims, setoffs, default, defenses, retainages, holdbacks and conditions
precedent of any kind or character. In anticipation of a joint venture between
the Borrower and The Prudential Insurance Company of America or an affiliate
thereof with respect to the Structured Finance Collateral Asset known as Starret
Lehigh and as more particularly described on Schedule 1.1 hereto, each of the
Lenders acknowledges the Borrower's intention to restructure the ownership of
Green Funding W26 LLC by assignment, amendment or otherwise, provided, however,
that (i) each of the Lenders expressly reserves the right, in all cases, to
review and approve any such restructuring, and (ii) the Borrower hereby agrees
to provide such documentation as the Lenders may reasonably request in
connection with their due diligence review of such restructuring.

     Section 8.       CERTAIN NEGATIVE COVENANTS OF THE BORROWER. The Borrower
covenants and agrees as follows, so long as any Loan or Note is outstanding or
the Lenders have any obligation to make any Loans:

     Section 8.1      Intentionally Omitted.

     Section 8.2.     Restrictions on Investments. The Borrower will not, and
will not permit Guarantor or any of the Related Companies to make or permit to
exist or to remain outstanding any Investment except Investments in:

                      (a) marketable direct or guaranteed obligations of the
United States of America, Federal Home Loan Mortgage Corporation, Federal
National Mortgage Association or any agency or instrumentality of the United
States of America provided such obligations are backed by the full faith and
credit of the United States of America, that mature within one (1) year from the
date of purchase by the Borrower;

                      (b) demand deposits, certificates of deposit, money market
accounts, bankers acceptances eurodollar time deposits and time deposits of
United States banks having total assets in excess of $1,000,000,000 or
repurchase obligations with a term of not more than 7 days with such banks for
underlying securities of the type described in clause (a) of this Section 8.2;

                      (c) securities commonly known as "commercial paper" issued
by a corporation organized and existing under the laws of the United States of
America or any state thereof that at

                                      -45-
<Page>

the time of purchase have been rated and the ratings for which are not less than
" P 1 " if rated by Moody's Investors Services, Inc., and not less than "A 1"
if rated by Standard and Poor's and participations in short term commercial
loans made to such corporations by a commercial bank which provides cash
management services to the Borrower;

                      (d) Investments existing or contemplated on the date
hereof and listed on Schedule 8.2(d) hereto;

                      (e) Investments made in the ordinary course of the
Borrower's business in Interest Rate Contracts;

                      (f) Intentionally Omitted;

                      (g) direct Investments in class B (or better) office
properties (including the development of same) located in the city of New York,
New York, any of Westchester, Rockland, Nassau, or Suffolk Counties in the state
of New York, Fairfield County in the state of Connecticut, or any of Mercer
County, Monmouth County or any county north thereof in the state of New Jersey,
including fee simple and leasehold interests, in Real Estate Effective Control
Assets, and in consolidated joint ventures in which the Borrower or its
wholly-owned Subsidiary owns at least a 75% beneficial interest and has the
right to control policy and management of the subject joint venture; and

                      (h) Investments in the following categories so long as the
aggregate amount, without duplication, of all Investments described in this
paragraph (h) does not exceed, at any time, twenty-five percent (25%) of Total
Assets and the aggregate amount of each of the following categories of
Investments does not exceed the specified percentage of Total Assets set forth
in the following table:

<Table>
<Caption>
                  Category of Investment                               Maximum Percentage of Total Assets
---------------------------------------------------------------------------------------------------------
<S>                                                                                   <C>
Permitted Developments (calculated at total project cost)                             10%

Unconsolidated Entities primarily engaged in the business                             20%
of development or ownership of class B (or better) office
real estate located in the greater New York City area
(calculated at book value of such Investment)

Investment in properties (including the development of                                 2%
same) acquired in accordance with the provisions of
Section 1031 of the Code (single tenant, triple net
leased to tenant rated "A" or better by Standard & Poor's
Ratings Group or Moody's Investors Services, Inc.,
minimum remaining lease term of 15 years)
</Table>

                                      -46-
<Page>

<Table>
<S>                                                                                   <C>
Structured Finance Investments                                                        15%

Other Investments in Real Estate Assets (including land)                              10%
and in entities primarily engaged in the business of
owning such assets

Other Investments not otherwise specifically identified                               10%
in this Section 8.2
</Table>

     Section 8.3.     Merger, Consolidation and Other Fundamental Changes. The
Borrower will not, and will not permit the Company to, consolidate with or merge
into any other Person or Persons, or sell, convey, assign, transfer, lease or
otherwise dispose of all or substantially all of their respective business,
property or fixed assets taken as a whole to any other Person, provided,
however, that this Section 8.3 shall not be applicable to any merger or
consolidation with respect to which all of the following are satisfied: (1) the
surviving entity is Borrower, the Company or any Guarantor Subsidiary and there
is no substantial change in senior management of the Company, (2) the other
entity or entities involved in such merger or consolidation are engaged in the
same line of business as Borrower, and (3) following such transaction, the
Borrower and the Company will not be in breach of any of the covenants,
representations or warranties of this Agreement. Except as set forth on Schedule
6.19, the Company will not own or acquire any material assets other than its
partnership interests in the Borrower.

     Section 8.4.     Sale of Collateral. Neither the Borrower nor any Guarantor
may sell, transfer or otherwise dispose of any Collateral unless all conditions
precedent for the release of the Liens of the Secured Parties in such Collateral
set forth in Section 14.14(b) have occurred.

     Section 8.5.     Compliance with Environmental Laws. The Borrower will not
do, and will not permit the Company, any Guarantor or any of the other Related
Companies to do, any of the following: (a) use any of the Real Estate or any
portion thereof as a facility for the handling, processing, storage or disposal
of Hazardous Materials except for immaterial amounts of Hazardous Materials used
in the routine maintenance and operation of the Real Estate and in compliance
with applicable law, (b) cause or permit to be located on any of the Real Estate
any underground tank or other underground storage receptacle for Hazardous
Materials except in material compliance with Environmental Laws, (c) generate
any Hazardous Materials on any of the Real Estate except in material compliance
with Environmental Laws, or (d) conduct any activity at any Real Estate or use
any Real Estate in any manner so as to cause a Release.

     Section 8.6.     Distributions. Borrower shall not permit the total
Distributions by it and the Company during any fiscal year to exceed 90% of
Funds from Operations for such year, except that such limitation on
Distributions may be exceeded to the extent necessary for the Company to
maintain its REIT status. During any period when any Default or Event of Default
has occurred and is continuing the total Distributions by the Borrower and the
Company will not exceed the minimum amount necessary for the Company to maintain
its REIT status. The Guarantor Subsidiaries will not make any Distributions
except Distributions to Borrower or to the Company or to any Guarantor.

                                      -47-
<Page>

     Section 8.7.     Preferred Distributions. During any period when any Event
of Default has occurred and is continuing no Preferred Distributions will be
made.

     Section 8.8.     Preferred Redemptions. No payments of cash or cash
equivalents by Borrower or the Company as consideration for the mandatory
redemption or retirement of any preferred shares of beneficial interest in the
Company, or any preferred units of limited partnership interest in Borrower,
shall be made out of the proceeds of Indebtedness of the Borrower or any
Guarantor.

     Section 9.       FINANCIAL COVENANTS OF THE BORROWER. The Borrower and the
Company covenant and agree as follows, so long as any Loan or Note is
outstanding or any Lender has any obligation to make any Loan:

     Section 9.1.     Adjusted Unsecured Debt Coverage. The Borrower will not at
any time permit Adjusted Unsecured Debt to exceed 65% of Adjusted Unencumbered
Asset Value.

     Section 9.2.     Minimum Debt Service Coverage. The Borrower will not at
any time permit the ratio of Adjusted EBITDA for the Borrower, the Company and
the Related Companies (on a consolidated basis in accordance with GAAP), to
Interest Expense for the Borrower, the Company and the Related Companies (on a
consolidated basis in accordance with GAAP), to be less than 2.0 to 1.0 for any
fiscal quarter of Borrower.

     Section 9.3.     Total Debt to Total Assets. The Borrower and the Company
will not at any time permit Total Debt to exceed fifty-five percent (55%) of
Total Assets.

     Section 9.4.     Minimum Tangible Net Worth. The Borrower and the Company
will not at any time permit the Tangible Net Worth of the Borrower and the
Company to be less than an amount equal to the sum of (i) $612,000,000 plus (ii)
75% of the amount of Net Offering Proceeds.

     Section 9.5.     Adjusted EBITDA to Fixed Charges. The Borrower and the
Company will not at any time permit the ratio of its Adjusted EBITDA for the
Borrower, the Company and the Related Companies (on a consolidated basis in
accordance with GAAP) to Fixed Charges of the Borrower, the Company and the
Related Companies (on a consolidated basis in accordance with GAAP) to be less
than 1.75 to 1.0 for any fiscal quarter.

     Section 9.6.     Aggregate Occupancy Rate. The Borrower will not at any
time permit the Aggregate Occupancy Rate to be less than eighty-five percent
(85%).

     Section 9.7.     Value of All Unencumbered Assets. (i) The Borrower will
not at any time permit the outstanding balance of Unsecured Indebtedness to be
greater than fifty five percent (55%) of the Value of All Unencumbered Assets.

(ii) The Borrower will not at any time permit the Value of All Unencumbered
Assets to be less than or equal to $150,000,000.

     Section 9.8.     Amendments and Modifications to Section 9. (i)
Notwithstanding anything in this Agreement to the contrary, none of the
provisions of any of the foregoing Sections 9.1 through 9.7 of

                                      -48-
<Page>

this Agreement, and no Default or Event of Default arising from a breach of any
of the provisions of any of the foregoing Sections 9.1 through 9.7 of this
Agreement, may be amended, modified or waived without the written consent of the
Requisite Lenders.

     (ii) For purposes of the foregoing Sections 9.1 through 9.7 of this
Agreement, if any change in Generally Accepted Accounting Principles after the
Effective Date results in a material change in the calculation to be performed
in any such section solely as a result of such change in Generally Accepted
Accounting Principles, the Lenders and the Borrower shall negotiate in good
faith a modification of any such covenants so that the economic effect of the
calculation of such covenant(s) using Generally Accepted Accounting Principles
as so changed is as close as feasible to what the economic effect of the
calculation of such covenant(s) would have been using Generally Accepted
Accounting Principles as in effect as of the Effective Date.

     Section 10.      CONDITIONS TO EFFECTIVENESS. This Agreement shall become
effective when each of the following conditions precedent have been satisfied:

     Section 10.1.    Loan Documents. Each of this Agreement and the Notes shall
have been duly executed and delivered by the respective parties thereto.

     Section 10.2.    Certified Copies of Organization Documents; Good Standing
Certificates. The Agent shall have received (i) a Certificate of the Company to
which there shall be attached complete copies of the Borrower's Limited
Partnership Agreement and its Certificate of Limited Partnership, certified as
of a recent date by the Secretary of State of Delaware, (ii) Certificates of
Good Standing for the Borrower from the State of New York, (iii) a copy of the
Company's articles of incorporation certified as of a recent date by the
Maryland Secretary of State, (iv) Certificates of Good Standing for the Company
from the State of Maryland and each State in which a Structured Finance
Collateral Asset is located, and (v) certificates of good standing and
certificates from the Borrower certifying as to true and complete copies of
articles of incorporation, limited liability company agreements, partnership
agreements or certificates of limited partnership, as the case may be, of each
of the other Guarantors.

     Section 10.3.    By-laws; Resolutions. All action on the part of the
Borrower and each Guarantor necessary for the valid execution, delivery and
performance by the Borrower and each Guarantor of this Agreement and the other
Loan Documents to which it is or is to become a party shall have been duly and
effectively taken, and evidence thereof satisfactory to the Agent shall have
been provided to the Agent. The Agent shall have received from the Company true
copies of its by-laws and the resolutions adopted by its Board of Directors
authorizing the transactions described herein, each certified by its secretary
to be true and complete and in effect on the Effective Date.

     Section 10.4.    Incumbency Certificate; Authorized Signers. The Agent
shall have received from the Company an incumbency certificate, dated as of the
Effective Date, signed by a duly authorized officer of the Company and giving
the name and bearing a specimen signature of each individual who shall be
authorized: (a) to sign, in the name and on behalf of the Company (in its own
capacity and as general partner on behalf of Borrower and on behalf of each
Guarantor which is a partnership), each of the Loan Documents to which the
Borrower or any Guarantor is

                                      -49-
<Page>

or is to become a party; (b) to make Loan Requests and Conversion Requests; and
(c) to give notices and to take other action on behalf of the Borrower under the
Loan Documents.

     Section 10.5.    Title Insurance; Lien Searches. The Agent shall have
received, to the extent available to the Company, reasonably satisfactory
evidence of title insurance respecting each of the properties subject to the
Structured Finance Collateral Assets by way of copies of the most recent fully
effective title insurance policies (or marked and signed title insurance binders
to the extent such policies have not been issued or are not other otherwise
available).

     Section 10.6.    Opinions of Counsel Concerning Organization, Loan
Documents and Collateral. Each of the Lenders and the Agent shall have received
favorable opinions from Borrower's counsel addressed to the Lenders and the
Agent and dated as of the Effective Date, in form and substance satisfactory to
the Agent.

     Section 10.7.    Payment of Fees. The Borrower shall have paid to the Agent
the fees pursuant to Section 4.1 and shall have paid all other expenses as
provided in Section 15 hereof then outstanding.

     Section 10.8.    Pledge and Security Agreement and other Collateral
Documents. The Borrower and the Guarantors shall have executed and delivered the
Pledge and Security Agreement and any other Collateral Documents, duly executed
by the Borrower and each Guarantor, together with:

                      (i) evidence reasonably satisfactory to the Agent that the
     Agent (for the benefit of the Secured Parties) has a valid and perfected
     first priority security interest in the Collateral, including (x) such
     documents duly executed by the Borrower and each Guarantor as the Agent may
     reasonably request with respect to the perfection of its security interests
     in the Collateral (including financing statements under the UCC, security
     agreements and other applicable documents under the laws of any
     jurisdiction with respect to the perfection of Liens created by the Pledge
     and Security Agreement), (y) copies of UCC search reports as of a recent
     date listing all effective financing statements that name the Borrower or
     any Guarantor as debtor, together with copies of such financing statements,
     none of which shall cover the Collateral except for those which shall be
     terminated on the Effective Date, and (z) evidence of termination and
     release of any existing Liens (including UCC-3 termination statements,
     releases and pay-off letters in respect of the Prudential Facility);

                      (ii) all notes and other instruments representing
     Collateral (in form and substance reasonably satisfactory to the Agent)
     being pledged pursuant to the Pledge and Security Agreement duly endorsed
     in favor of the Agent or in blank.

     Section 11.      CONDITIONS TO ALL CREDIT ADVANCES. The obligations of the
Lenders to make any Loan, whether on or after the Effective Date, shall also be
subject to the satisfaction of the following conditions precedent:

     Section 11.1.    Representations True; No Event of Default; Compliance
Certificate. Each of the representations and warranties of the Borrower and the
Company contained in this Agreement, the other Loan Documents or in any document
or instrument delivered pursuant to or in

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connection with this Agreement shall be true as of the date as of which they
were made and shall also be true at and as of the time of the making of such
Loan, with the same effect as if made at and as of that time (except (i) to the
extent of changes resulting from transactions contemplated or permitted by this
Agreement and the other Loan Documents, (ii) to the extent of changes occurring
in the ordinary course of business that singly or in the aggregate are not
materially adverse, and (iii) to the extent that such representations and
warranties relate expressly to an earlier date); the Borrower shall have
performed and complied with all terms and conditions herein required to be
performed by it or prior to the Borrowing Date of such Loan; and no Default or
Event of Default shall have occurred and be continuing on the date of any Loan
Request or on the Borrowing Date of such Loan. Each of the Lenders shall have
received a Compliance Certificate of the Borrower signed by a Responsible
Officer to such effect, which certificate will include, without limitation,
computations evidencing compliance with the covenants contained in Section 9.1
through Section 9.5 hereof after giving effect to such requested Loan.

     Section 11.2.    No Legal Impediment. No change shall have occurred in any
law or regulations thereunder or interpretations thereof that in the reasonable
opinion of any Lender would make it illegal for such Lender to make such Loan.

     Section 11.3.    Proceedings and Documents. All proceedings in connection
with the transactions contemplated by this Agreement, the other Loan Documents
and all other documents incident thereto shall be reasonably satisfactory in
substance and in form to the Agent, and the Lenders shall have received all
information and such counterpart originals or certified or other copies of such
documents as the Agent may reasonably request.

     Section 12.      EVENTS OF DEFAULT; ACCELERATION; ETC

     Section 12.1.    Events of Default and Acceleration. If any of the
following events ("Events of Default" or, if the giving of notice or the lapse
of time or both is required, then, prior to such notice or lapse of time,
"Defaults") shall occur:

                      (a) the Borrower shall fail to pay any principal of the
Loans when the same shall become due and payable;

                      (b) the Borrower shall fail to pay any interest on the
Loans or any other sums due hereunder or under any of the other Loan Documents
(other than principal) within five (5) days after the same shall become due and
payable;

                      (c) the Borrower or the Company shall fail to comply with
any of its covenants contained in Section 7.5, Section 7.7, Section 7.13,
Section 7.20, Section 8 or Section 9 hereof or the first or second sentences of
Section 7.6;

                      (d) the Borrower or any Guarantor shall fail to perform
any other term, covenant or agreement contained herein or in any of the other
Loan Documents (other than those specified elsewhere in this Section 12) for
thirty (30) days after written notice of such failure from Agent to the
Borrower;

                      (e) any representation or warranty of the Borrower in this
Agreement, any of the other Loan Documents or any other document or instrument
delivered pursuant to or in

                                      -51-
<Page>

connection with this Agreement, shall prove to have been false in any material
respect upon the date when made or deemed to have been made or repeated;

                      (f) (i) any "Event of Default", as such term is defined in
the Existing Credit Facility, shall have occurred and be continuing under the
Existing Credit Facility, whether or not the maturity of any obligations issued
thereunder have been accelerated; or (ii) the Borrower, the Company, any
Guarantor, any of the Related Companies or any Unconsolidated Entity shall fail
to pay at maturity, or within any applicable period of grace, any Recourse
Indebtedness (other than the Existing Credit Facility), or shall fail to observe
or perform any material term, covenant or agreement contained in any agreement
by which it is bound, evidencing or securing Recourse Indebtedness (other than
the Existing Credit Facility) for such period of time as would permit (assuming
the giving of appropriate notice if required) the holder or holders thereof or
of any obligations issued thereunder to accelerate the maturity thereof, and in
any event, such failure shall continue for thirty (30) days, unless the
aggregate amount of all such defaulted Recourse Indebtedness is less than
$5,000,000.00;

                      (g) the Borrower, the Company, any Guarantor, any of the
Related Companies or any Unconsolidated Entity shall fail to pay at maturity, or
within any applicable period of grace, any Indebtedness other than Recourse
Indebtedness, or shall fail to observe or perform any material term, covenant or
agreement contained in any agreement by which it is bound, evidencing or
securing Indebtedness other than Recourse Indebtedness for such period of time
as would permit (assuming the giving of appropriate notice if required) the
holder or holders thereof or of any obligations issued thereunder to accelerate
the maturity thereof, and in any event, such failure shall continue for thirty
(30) days, unless the aggregate amount of all such defaulted Indebtedness other
than Recourse Indebtedness plus the amount of any unsatisfied judgments is less
than $15,000,000.00;

                      (h) (i) any of the Borrower, the Company or any Guarantor
shall make an assignment for the benefit of creditors, or admit in writing its
inability to pay or generally fail to pay its debts as they mature or become
due, or shall petition or apply for the appointment of a trustee or other
custodian, liquidator or receiver of any substantial part of its properties or
shall commence any case or other proceeding under any bankruptcy,
reorganization, arrangement, insolvency, readjustment of debt, dissolution or
liquidation or similar law of any jurisdiction, now or hereafter in effect, or
shall take any action to authorize or in furtherance of any of the foregoing, or
if any such petition or application shall be filed or any such case or other
proceeding shall be commenced against any such Person and such Person shall
indicate its approval thereof, consent thereto or acquiescence therein, or (ii)
any of the events described in clause (i) of this paragraph shall occur with
respect to any other Related Company or any Unconsolidated Entity and such event
shall have a Material Adverse Effect;

                      (i) (i) a decree or order is entered appointing any such
trustee, custodian, liquidator or receiver or adjudicating the Borrower, the
Company, or any Guarantor bankrupt or insolvent, or approving a petition in any
such case or other proceeding, or a decree or order for relief is entered in
respect of the Borrower, the Company, or any Guarantor in an involuntary case
under federal bankruptcy laws as now or hereafter constituted or (ii) any of the
events described in clause (i) of this paragraph shall occur with respect to any
other Related Company or any Unconsolidated Entity and such event shall have a
Material Adverse Effect;

                                      -52-
<Page>

                      (j) there shall remain in force, undischarged, unsatisfied
and unstayed, for more than thirty days, whether or not consecutive, any
uninsured final judgment against the Borrower that, with other outstanding
uninsured final judgments, undischarged, against the Borrower, the Company or
any of the Related Companies, exceeds in the aggregate $5,000,000.00;

                      (k) if any of the Loan Documents or any material provision
of any Loan Documents shall be unenforceable, cancelled, terminated, revoked or
rescinded otherwise than in accordance with the terms thereof or with the
express prior written agreement, consent or approval of the Agent, or any action
at law, suit or in equity or other legal proceeding to make unenforceable,
cancel, revoke or rescind any of the Loan Documents shall be commenced by or on
behalf of the Borrower or any Guarantor, or any court or any other governmental
or regulatory authority or agency of competent jurisdiction shall make a
determination that, or issue a judgment, order, decree or ruling to the effect
that, any one or more of the Loan Documents is illegal, invalid or unenforceable
in accordance with the terms thereof;

                      (l) one or more ERISA Events occurs which individually or
in the aggregate results in or might reasonably be expected to result in
liability of the Borrower or any of its ERISA Affiliates in excess of $5,000,000
at any one time during the term of this Agreement; or if, at any one time, there
exists an amount of unfunded pension liabilities (as defined in Section
4001(a)(18) of ERISA), individually or in the aggregate for all Guaranteed
Pension Plans (excluding for purposes of such computation any Guaranteed Pension
Plans with respect to which assets exceed benefit liabilities), which exceeds
$5,000,000;

                      (m) the Borrower or any Guarantor shall be indicted for a
federal crime, a punishment for which could include the forfeiture of any assets
of the Borrower;

                      (n) the Borrower shall fail to pay, observe or perform any
term, covenant, condition or agreement contained in any agreement, document or
instrument evidencing, securing or otherwise relating to any Indebtedness of the
Borrower to any Lender (other than the Obligations) within any applicable period
of grace provided for in such agreement, document or instrument;

                      (o) any Material Adverse Effect shall occur;

                      (p) any "Event of Default", as defined in any of the other
Loan Documents shall occur; or

                      (q) any Collateral Document shall for any reason cease to
create a valid Lien on any of the Collateral purported to be covered thereby or,
except as permitted by the Loan Documents, such Lien shall cease to be a
perfected and first priority Lien or the Borrower or any Guarantor shall so
state in writing;

then, and in any such event, so long as the same may be continuing, the Agent
may, and upon the request of the Requisite Lenders shall, by notice in writing
to the Borrower declare all amounts owing with respect to this Agreement, the
Notes and the other Loan Documents to be, and they shall thereupon forthwith
become, immediately due and payable without presentment, demand, protest or
other notice of any kind, all of which are hereby expressly waived by the
Borrower; provided that in the event of any Event of Default specified in
Sections 12.1(h) or 12.1(i), all such

                                      -53-
<Page>

amounts shall become immediately due and payable automatically and without any
requirement of notice from the Agent or action by the Requisite Lenders.

     Section 12.2.    Termination of Commitments. If any one or more Events of
Default specified in Section 12.1(h) or Section 12.1(i) shall occur, any unused
portion of the Commitments hereunder shall forthwith terminate and the Lenders
shall be relieved of all obligations to make Loans to the Borrower. If any other
Event of Default shall have occurred and be continuing, the Agent, at the
direction of the Majority Lenders, may by notice to the Borrower terminate the
unused portion of the Commitments hereunder and upon such notice being given
such unused portion of the Commitments hereunder shall terminate immediately and
the Lenders shall be relieved of all further obligations to make Loans. No
termination of the Commitments hereunder shall relieve the Borrower of any of
the Obligations or any of its existing obligations to any Lender arising under
other agreements or instruments.

     Section 12.3.    Remedies. In case any one or more of the Events of Default
shall have occurred, and whether or not the Requisite Lenders shall have
accelerated the maturity of the Loans pursuant to Section 12.1, each Lender, if
owed any amount with respect to the Loans, may, with the consent of the
Requisite Lenders, direct the Agent to proceed to protect and enforce the rights
and remedies of the Agent and the Lenders under this Agreement, the Notes, the
Collateral Documents or any of the other Loan Documents by suit in equity,
action at law or other appropriate proceeding, whether for the specific
performance of any covenant or agreement contained in this Agreement, the
Collateral Documents, the other Loan Documents or any instrument pursuant to
which the Obligations are evidenced and, if any amount shall have become due, by
declaration or otherwise, to proceed to enforce the payment thereof or any other
legal or equitable right of such Lender. No remedy herein conferred upon any
Lender or the Agent or the holder of any Note is intended to be exclusive of any
other remedy and each and every remedy shall be cumulative and shall be in
addition to every other remedy given hereunder or now or hereafter existing at
law or in equity or by statute or any other provision of law.

     Section 12.4.    Distribution of Enforcement Proceeds. In the event that,
following the occurrence or during the continuance of any Default or Event of
Default, the Agent or any Lender as the case may be, receives any monies in
connection with the enforcement of any of the Loan Documents, such monies shall
be distributed for application as follows:

                      (a) First, to the payment of, or (as the case may be) the
reimbursement of the Agent for or in respect of all reasonable costs, expenses,
disbursements and losses which shall have been incurred or sustained by the
Agent in connection with the collection of such monies by the Agent, for the
exercise, protection or enforcement by the Agent of all or any of the rights,
remedies, powers and privileges of the Agent or the Lenders under this Agreement
or any of the other Loan Documents or in support of any provision of adequate
indemnity to the Agent against any taxes or liens which by law shall have, or
may have, priority over the rights of the Agent to such monies;

                      (b) Second, to all other Obligations in such order or
preference as the Requisite Lenders may determine; provided, however, that
distribution in respect of such Obligations shall be made among the Lenders pro
rata in accordance with each Lender's respective Commitment Percentage;

                                      -54-
<Page>

                      (c) Third, upon payment and satisfaction in full or other
provisions for payment in full satisfactory to the Requisite Lenders and the
Agent of all of the Obligations, to the payment of any obligations required to
be paid pursuant to Section 9-504(1)(c) of the Uniform Commercial Code of the
State of New York; and

                      (d) Fourth, the excess, if any, shall be returned to the
Borrower or to such other Persons as are legally entitled thereto.

     Section 13.      SETOFF. During the continuance of any Event of Default,
any deposits (general or specific, time or demand, provisional or final,
regardless of currency, maturity, or the branch of where such deposits are held)
or other sums credited by or due from any of the Lenders to the Borrower, the
Company or any of the other Guarantors and any securities or other property of
the Borrower, the Company or any of the other Guarantors in the possession of
such Lender may be applied to or set off against the payment of Obligations and
any and all other liabilities, direct, or indirect, absolute or contingent, due
or to become due, now existing or hereafter arising, of the Borrower to such
Lender. Each of the Lenders agrees with each other Lender that (a) if an amount
to be set off is to be applied to Indebtedness of the Borrower, the Company or
any of the other Guarantors to such Lender, other than Indebtedness evidenced by
the Notes held by such Lender, such amount shall be applied ratably to such
other Indebtedness and to the Indebtedness evidenced by all such Notes held by
such Lender, and (b) if such Lender shall receive from the Borrower, the Company
or any of the other Guarantors, whether by voluntary payment, exercise of the
right of setoff, counterclaim, cross action, enforcement of the claim evidenced
by the Notes held by such Lender by proceedings against the Borrower, the
Company or any of the other Guarantors at law or in equity or by proof thereof
in bankruptcy, reorganization, liquidation, receivership or similar proceedings,
or otherwise, and shall retain and apply to the payment of the Note or Notes
held by such Lender any amount in excess of its ratable portion of the payments
received by all of the Lenders with respect to the Notes held by all of the
Lenders, such Lender will make such disposition and arrangements with the other
Lenders with respect to such excess, either by way of distribution, pro tanto
assignment of claims, subrogation or otherwise as shall result in each Lender
receiving in respect of the Notes held by it its proportionate payment as
contemplated by this Agreement; provided that if all or any part of such excess
payment is thereafter recovered from such Lender, such disposition and
arrangements shall be rescinded and the amount restored to the extent of such
recovery, but without interest.

     Section 14.      THE AGENT

     Section 14.1.    Authorization. The Agent is authorized to take such action
on behalf of each of the Lenders and to exercise all such powers as are
hereunder and under any of the other Loan Documents and any related documents
delegated to the Agent, together with such powers as are reasonably incident
thereto, provided that no duties or responsibilities not expressly assumed
herein or therein shall be implied to have been assumed by the Agent. The
relationship between the Agent and the Lenders is and shall be that of agent and
principal only, and nothing contained in this Agreement or any of the other Loan
Documents shall be construed to constitute the Agent as a trustee for any
Lender.

                                      -55-
<Page>

     Section 14.2.    Employees and Agents. The Agent may exercise its powers
and execute its duties by or through employees or agents and shall be entitled
to take, and to rely on, advice of counsel concerning all matters pertaining to
its rights and duties under this Agreement and the other Loan Documents. The
Agent may utilize the services of such Persons as the Agent in its sole
discretion may reasonably determine, and all reasonable fees and expenses of
such Persons shall be paid by the Borrower.

     Section 14.3.    No Liability to Lenders. Neither the Agent nor any of its
shareholders, directors, officers or employees nor any other Person assisting
them in their duties nor any agent or employee thereof, shall be liable to any
Lender for any waiver, consent or approval given or any action taken, or omitted
to be taken, in good faith by it or them hereunder or under any of the other
Loan Documents, or in connection herewith or therewith, or be responsible for
the consequences of any oversight or error of judgment whatsoever, except that
the Agent or such other Person, as the case may be, shall be liable for losses
due to its willful misconduct or gross negligence.

     Section 14.4.    No Representations. The Agent shall not be responsible for
the execution or validity or enforceability of this Agreement, the Notes, any of
the other Loan Documents or any instrument at any time constituting, or intended
to constitute, collateral security for the Notes, or for the value of any such
collateral security or for the validity, enforceability or collectability of any
such amounts owing with respect to the Notes, or for any recitals or statements,
warranties or representations made herein or in any of the other Loan Documents
or in any certificate or instrument hereafter furnished to it by or on behalf of
the Borrower, or be bound to ascertain or inquire as to the performance or
observance of any of the terms, conditions, covenants or agreements herein or in
any instrument at any time constituting, or intended to constitute, collateral
security for the Notes. The Agent shall not be bound to ascertain whether any
notice, consent, waiver or request delivered to it by the Borrower or any
Guarantor or any holder of any of the Notes shall have been duly authorized or
is true, accurate and complete. The Agent has not made nor does it now make any
representations or warranties, express or implied, nor does it assume any
liability to the Lenders, with respect to the credit worthiness or financial
condition of the Borrower, the Company or any of the other Guarantors. Each
Lender acknowledges that it has, independently and without reliance upon the
Agent or any other Lender, and based upon such information and documents as it
has deemed appropriate, made its own credit analysis and decision to enter into
this Agreement. Each Lender has been independently represented by separate
counsel on all matters regarding this Agreement.

     Section 14.5.    Payments.

     (a)  A payment by the Borrower to the Agent hereunder or any of the other
Loan Documents for the account of any Lender shall constitute a payment to such
Lender subject to the pro rata rights to repayment based upon the Commitment
Percentage of each Lender. Neither the Borrower nor any Guarantor shall have any
obligation to see to the proper application by Agent of any amounts paid by any
of them to the Agent for the account of the Lenders. The Agent agrees promptly
to distribute to each Lender such Lender's pro rata share of payments received
by the Agent for the account of the Lenders except as otherwise expressly
provided herein or in any of the other Loan Documents.

                                      -56-
<Page>

     (b)  If in the opinion of the Agent the distribution of any amount received
by it in such capacity hereunder, under the Notes or under any of the other Loan
Documents might involve it in liability, it may refrain from making distribution
until its right to make distribution shall have been adjudicated by a court of
competent jurisdiction. If a court of competent jurisdiction shall adjudge that
any amount received and distributed by the Agent is to be repaid, each Person to
whom any such distribution shall have been made shall either repay to the Agent
its proportionate share of the amount so adjudged to be repaid or shall pay over
the same in such manner and to such Persons as shall be determined by such
court.

     (c)  Notwithstanding anything to the contrary contained in this Agreement
or any of the other Loan Documents, any Lender that fails (i) to make available
to the Agent its pro rata share of any Loan or (ii) to comply with the
provisions of Section 13 with respect to making dispositions and arrangements
with the other Lenders, where such Lender's share of any payment received,
whether by setoff or otherwise, is in excess of its pro rata share of such
payments due and payable to all of the Lenders, in each case as, when and to the
full extent required by the provisions of this Agreement, or to adjust promptly
such Lender's outstanding principal and its pro rata Commitment Percentage as
provided in Section 2.1 hereof, shall be deemed delinquent (a "Delinquent
Lender") and shall be deemed a Delinquent Lender until such time as such
delinquency is satisfied. A Delinquent Lender shall be deemed to have assigned
any and all payments due to it from the Borrower under the Loan Documents,
whether on account of outstanding Loans, interest, fees or otherwise, to the
remaining nondelinquent Lenders for application to, and reduction of, their
respective pro rata shares of all outstanding Loans. The Delinquent Lender
hereby authorizes the Agent to distribute such payments to the nondelinquent
Lenders in proportion to their respective pro rata shares of all outstanding
Loans. A Delinquent Lender shall be deemed to have satisfied in full a
delinquency when and if, as a result of application of the assigned payments to
all outstanding Loans of the nondelinquent Lenders, the Lenders' respective pro
rata shares of all outstanding Loans have returned to those in effect
immediately prior to such delinquency and without giving effect to the
nonpayment causing such delinquency.

     (d)  If any amount which the Agent is required to distribute to the Lenders
pursuant to this Section 14.5 is actually distributed to any Lender on a date
which is later than the first Business Day following the Agent's receipt of the
corresponding payment from the Borrower, the Agent shall pay to such Lender on
demand an amount equal to the product of (i) the average computed for the period
referred to in clause (iii) below, of the weighted average interest rate paid by
the Agent for federal funds acquired by the Agent during each day included in
such period, times (ii) the amount of such late distribution to such Lender,
times (iii) a fraction, the numerator of which is the number of days or portion
thereof that elapsed from and including the second Business Day after the
Agent's receipt of such corresponding payment from the Borrower to the date on
which the amount so required to be distributed to such Lender actually is
distributed, and the denominator of which is 365.

     Section 14.6.    Holders of Notes. The Agent may deem and treat the payee
of any Note as the absolute owner or purchaser thereof for all purposes hereof
until it shall have been furnished in writing with a different name by such
payee or by a subsequent holder assignee or transferee.

                                      -57-
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     Section 14.7.    Indemnity. The Lenders ratably agree hereby to indemnify
and hold harmless the Agent from and against any and all claims, actions and
suits (whether groundless or otherwise), losses, damages, costs, expenses
(including any expenses for which the Agent has not been reimbursed by the
Borrower and the Guarantors as required by Section 15), and liabilities of every
nature and character arising out of or related to this Agreement, the Notes, or
any of the other Loan Documents or the transactions contemplated or evidenced
hereby or thereby, or the Agent's actions taken hereunder or thereunder, except
to the extent that any of the same shall be directly caused by the Agent's
willful misconduct or gross negligence.

     Section 14.8.    Agent as Lender. In its individual capacity, Fleet
National Bank shall have the same obligations and the same rights, powers and
privileges in respect to its Commitment and the Loans made by it, and as the
holder of any of the Notes as it would have were it not also the Agent.

     Section 14.9.    Resignation. The Agent may resign at any time by giving
sixty (60) days, prior written notice thereof to the Lenders and the Borrower;
provided, however, that unless an Event of Default has occurred and is
continuing, Fleet National Bank may not voluntarily resign as Agent under the
provisions of this Agreement without the Borrower's consent. Upon any such
resignation, the Requisite Lenders shall have the right to appoint a successor
Agent. Unless a Default or Event of Default shall have occurred and be
continuing, appointment of such successor Agent shall be subject to the
reasonable approval of the Borrower. If no successor Agent shall have been so
appointed by the Requisite Lenders and shall have accepted such appointment
within thirty (30) days after the giving of notice of resignation or removal or
if the Borrower (to the extent it has approval rights with respect to the
successor Agent) has disapproved or failed to approve a successor agent within
such period, then the retiring Agent may, on behalf of the Lenders, appoint a
successor Agent, which shall be a financial institution having a rating of not
less than A2/P2 or its equivalent by Standard & Poor's Corporation. Upon the
acceptance of any appointment as Agent hereunder by a successor Agent, such
successor Agent shall thereupon succeed to and become vested with all the
rights, powers, privileges and duties of the retiring Agent, and the retiring
Agent shall be discharged from its duties and obligations as Agent hereunder.
After any retiring Agent's resignation, the provisions of this Agreement and the
other Loan Documents shall continue in effect for its benefit in respect of any
actions taken or omitted to be taken by it while it was acting as Agent.

     Section 14.10.   Notification of Defaults and Events of Default and other
Notices. Each Lender hereby agrees that, upon learning of the existence of a
Default or an Event of Default, it shall promptly notify the Agent thereof. The
Agent hereby agrees that upon receipt of any notice under this Section 14.10, or
upon it otherwise learning of the existence of a Default or an Event of Default,
it shall promptly notify the other Lenders of the existence of such Default or
Event of Default. The Agent shall also promptly provide each Lender with a copy
of any notices which the Agent receives from the Borrower pursuant to Section
7.5 or Section 7.13.

     Section 14.11.   Duties in the Case of Enforcement. In case one of more
Events of Default have occurred and shall be continuing, and whether or not
acceleration of the Obligations shall have occurred, the Agent may, with the
consent of the Requisite Lenders (which consents may be obtained orally in
emergency situations), and the Agent shall, if (a) so requested by the Requisite
Lenders and (b) the Lenders have provided to the Agent such additional
indemnities

                                      -58-
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and assurances against expenses and liabilities as the Agent may reasonably
request, proceed to enforce the provisions of the Loan Documents and exercise
all or any such other legal and equitable and other rights or remedies as it may
have. The Requisite Lenders may direct the Agent in writing as to the method and
the extent of any such enforcement actions, the Lenders hereby agreeing to
indemnify and hold the Agent harmless from all liabilities incurred in respect
of all actions taken or omitted in accordance with such directions, provided
that the Agent need not comply with any such direction to the extent that the
Agent reasonably believes the Agent's compliance with such direction to be
unlawful or commercially unreasonable in any applicable jurisdiction.

     Section 14.12.   Mandatory Resignation of Agent. The Agent shall be
obligated to resign in accordance with, and subject to, the provisions of
Section 14.9, without the consent of the Borrower, upon the written request of
Lenders whose aggregate Commitments constitute at least sixty-six percent (66%)
of the Total Commitment excluding the Commitment of the Lender which is then the
Agent hereunder, provided such request is made for cause (provided, however,
than in the case of a request for resignation of Fleet National Bank, as Agent,
such cause must constitute gross negligence or willful misconduct), and provided
further that the successor Agent actively administers credits of similar size
and complexity to this Agreement and the Loans.

     Section 14.13.   Matters as to Borrower. (a) Except as expressly set forth
in this Agreement, Borrower shall have no obligation to cause Agent or any of
the Lenders to perform their respective obligations under this Agreement.

     (b)  Notwithstanding that a matter in question requires the consent,
approval or direction of any or all of the Lenders, Borrower may rely
exclusively on the written notice of Agent (which shall include evidence that
such consent, approval or direction shall have been obtained in accordance with
the provisions of Section 26 hereof, if applicable) that such consent, approval,
or direction has been given or obtained to bind the Lenders.

     Section 14.14.   Concerning the Collateral and the Collateral Documents.
(a) Each Lender agrees that any action taken by the Agent or the Requisite
Lenders (or, where required by the express terms of this Agreement, a greater
proportion of the Lenders) in accordance with the provisions of this Agreement
or of the other Loan Documents, and the exercise by the Agent or the Requisite
Lenders (or, where so required, such greater proportion) of the powers set forth
herein or therein, together with such other powers as are reasonably incidental
thereto, shall be authorized and binding upon all of the Lenders. Without
limiting the generality of the foregoing, the Agent shall have the sole and
exclusive right and authority to (i) act as the disbursing and collecting agent
for the Lenders with respect to all payments and collections arising in
connection with the Collateral Documents; (ii) execute and deliver each
Collateral Document and accept delivery of each such agreement delivered by the
Borrower, any Guarantor or any of their respective Subsidiaries; (iii) act as
collateral agent for the Lenders for purposes of the perfection of all security
interests and Liens created by such agreements and all other purposes stated in
the Collateral Documents; (iv) manage, supervise and otherwise deal with the
Collateral; (v) take such action as is necessary or desirable to maintain the
perfection and priority of the security interests and Liens created or purported
to be created by the Collateral Documents; and (vi) except as may be otherwise
specifically restricted by the terms hereof or of any other Loan Document,
exercise all remedies given to the Agent and the Lenders as secured

                                      -59-
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parties with respect to the Collateral under the Collateral Documents relating
thereto, applicable law or otherwise.

                      (b) Provided that no Event of Default has occurred and is
continuing (but subject to the provisions of clause (ii) of this paragraph (b)),
each of the Lenders hereby directs, in accordance with the terms hereof, the
Agent to release any Lien held by the Agent for the benefit of the Lenders and
the Agent hereby agrees that it shall release any such Lien:

                           (i)     against all of the Collateral, upon
                                   termination of the Commitments and payment
                                   and satisfaction in full of all Loans and all
                                   other Obligations which have matured and
                                   which the Agent has been notified in writing
                                   are then due and payable;

                           (ii)    against any Collateral sold or disposed of by
                                   the Borrower or a Guarantor or paid off by
                                   the underlying borrower or obligor, or no
                                   longer necessary to satisfy the Maximum
                                   Credit Amount limitation, which Collateral is
                                   specified to the Agent by the Borrower upon
                                   at least seven (7) days written notice,
                                   provided that (x) for so long as no Event of
                                   Default has occurred and is continuing, the
                                   principal amount of the Obligations is
                                   prepaid to the extent necessary to make the
                                   principal amount of the Obligations no more
                                   than equal to the Maximum Credit Amount after
                                   giving effect to the release of the
                                   Collateral (as certified to by the chief
                                   financial officer of the Borrower), and (y)
                                   during the occurrence and continuance of an
                                   Event of Default, (i) the Obligations are
                                   prepaid in an amount equal to 100% of the
                                   proceeds received by the Borrower from the
                                   sale or other disposition of such Collateral
                                   and (ii) the consent of the Requisite Lenders
                                   is obtained; and

                           (iii)   against any part of the Collateral, if such
                                   release is consented to by the Requisite
                                   Lenders.

Each of the Lenders hereby directs the Agent (and the Agent hereby agrees) to
execute and deliver or file such termination and partial release statements and
do such other things as are necessary to release Liens to be released pursuant
to this Section 14.14 promptly upon the effectiveness of any such release.

     Section 15.      EXPENSES. The Borrower and each of the Guarantors jointly
and severally agree to pay (a) the reasonable costs of producing and reproducing
this Agreement, the other Loan Documents and the other agreements and
instruments mentioned herein, (b) any taxes (including any interest and
penalties in respect thereto) payable by the Agent or any of the Lenders (other
than taxes based upon the Agent's or any Lender's net income), including any
recording, mortgage, documentary or intangibles taxes in connection with the
Loan Documents, or other taxes payable on or with respect to the transactions
contemplated by this Agreement, including any taxes payable by the Agent or any
of the Lenders after the Effective Date (the Borrower hereby agreeing to
indemnify the Lenders with respect thereto), (c) all title examination costs,
recording costs and the reasonable fees, expenses and disbursements of the
Agent's counsel or

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any local counsel to the Agent incurred in connection with the preparation,
administration or interpretation of the Loan Documents and other instruments
mentioned herein, and amendments, modifications, approvals, consents or waivers
hereto or hereunder, (d) the fees, costs, expenses and disbursements of the
Agent incurred in connection with the preparation, administration or
interpretation of the Loan Documents and other instruments mentioned herein
including, without limitation, the costs incurred by the Agent in connection
with its inspection of the Structured Finance Collateral Assets and the
properties subject thereto, and the fees and disbursements of the Agent's
counsel and the Borrower's legal counsel in preparing documentation, (e) legal
fees and expenses incurred in connection with the Agent's (or any Lenders')
review and analysis of any documentation relating to any Structured Finance
Collateral Asset which the Borrower requests to become Collateral after the date
of this Agreement, (f) all reasonable out-of-pocket expenses (including
reasonable attorneys' fees and costs, which attorneys may be employees of any
Lender or the Agent and the fees and costs of appraisers, engineers, investment
bankers, surveyors or other experts retained by the Agent or any Lender in
connection with any such enforcement proceedings) incurred by any Lender or the
Agent in connection with (i) the enforcement of or preservation of rights under
any of the Loan Documents against the Borrower or the Guarantors or the
administration thereof after the occurrence of a Default or Event of Default
(including, without limitation, expenses incurred in any restructuring and/or
"workout" of the Loans), and (ii) any litigation, proceeding or dispute whether
arising hereunder or otherwise, in any way related to the Agent's or the
Lender's relationship with the Borrower, the Company, any Unconsolidated Entity
or any of the Related Companies (but not including any dispute between the Agent
(or any Lender) and any other Lender), (g) all reasonable fees, expenses and
disbursements of the Agent incurred in connection with UCC searches, and (h) all
costs incurred by the Agent in the future in connection with its reasonable
inspection of the Structured Finance Collateral Assets. The covenants of this
Section 15 shall survive payment or satisfaction of payment of amounts owing
with respect to the Notes.

     Section 16.      INDEMNIFICATION. The Borrower and each of the Guarantors
hereby jointly and severally agree to indemnify and hold harmless the Agent and
the Lenders and the shareholders, directors, agents, officers, subsidiaries, and
affiliates of the Agent and the Lenders from and against any and all claims,
actions or causes of action and suits whether groundless or otherwise, and from
and against any and all Liabilities, losses, settlement payments, obligations,
damages and expenses of every nature and character arising out of this Agreement
or any of the other Loan Documents or the transactions contemplated hereby or
which otherwise arise in connection with the financing including, without
limitation except to the extent directly caused by the gross negligence or
willful misconduct of a Lender or the Agent or any of the aforementioned
indemnified parties (but such limitation on indemnification shall only apply to
the Agent or Lender or any of the aforementioned indemnified parties being
grossly negligent or committing willful misconduct), (a) any actual or proposed
use by the Borrower of the proceeds of any of the Loans, (b) any actual or
alleged infringement of any patent, copyright, trademark, service mark or
similar right of the Borrower or any of the Guarantors, (c) the Borrower or any
of the Guarantors entering into or performing this Agreement or any of the other
Loan Documents, (d) with respect to the Borrower or any of the Guarantors and
their respective properties, the violation of any Environmental Law, the Release
or threatened Release of any Hazardous Materials or any action, suit, proceeding
or investigation brought or threatened with respect to any Hazardous Materials
(including, but not limited to claims with respect to wrongful

                                      -61-
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death, personal injury or damage to property), (e) any cost, claim liability,
damage or expense in connection with any harm the Borrower or any of the
Guarantors may be found to have caused in the role of a broker, in each case
including, without limitation, the reasonable fees and disbursements of counsel
incurred in connection with any such investigation, litigation or other
proceeding, or (f) any interest of the Lenders or the Agent arising out of or as
a result of the Collateral or the Collateral Documents, including, but not
limited to, interests owned or held as Secured Parties and interests owned or
held as a result of the exercise of remedies under the Loan Documents. In
litigation, or the preparation therefor, the Lenders and the Agent shall each be
entitled to select their own separate counsel and, in addition to the foregoing
indemnity, the Borrower and each of the Guarantors jointly and severally agree
to pay promptly the reasonable fees and expenses of such counsel. If, and to the
extent that the obligations of the Borrower or any of the Guarantors under this
Section 16 are unenforceable for any reason, the Borrower and each of the
Guarantors jointly and severally agree to make the maximum contribution to the
payment in satisfaction of such obligations which is permissible under
applicable law. The provisions of this Section 16 shall survive the repayment of
the Loans and the termination of the obligations of the Lenders hereunder and
shall continue in full force and effect as to the Lenders so long as the
possibility of any such claim, action, cause of action or suit exists.

     Section 17.      SURVIVAL OF COVENANTS, ETC. All covenants, agreements,
representations and warranties made herein, in the Notes, in any of the other
Loan Documents or in any documents or other papers delivered by or on behalf of
the Borrower or any Guarantor pursuant hereto shall be deemed to have been
relied upon by the Lenders and the Agent, notwithstanding any investigation
heretofore or hereafter made by it, and shall survive the making by the Lenders
of the Loans, as herein contemplated, and shall continue in full force and
effect so long as any amount due under this Agreement or the Notes or any of the
other Loan Documents remains outstanding or the Lenders have any obligation to
make any Loans. The indemnification obligations of the Borrower and the
Guarantors provided herein and the other Loan Documents shall survive the full
repayment of amounts due and the termination of the obligations of the Lenders
hereunder and thereunder to the extent provided herein and therein. All
statements contained in any certificate or other paper delivered to the Agent or
any Lender at any time by or on behalf of the Borrower or any of the Guarantors
pursuant hereto or in connection with the transactions contemplated hereby
(other than third party reports, such as engineering reports and environmental
studies) shall constitute representations and warranties by the Borrower or any
of the Guarantors hereunder.

     Section 18.      GUARANTY.

     Section 18.1.    Guaranty. Subject to Section 18.7 below, each of the
Guarantors hereby, jointly and severally, unconditionally guarantees to each
Lender and the Agent the prompt payment of the Guaranteed Obligations in full
when due (whether at stated maturity, as a mandatory prepayment, by acceleration
or otherwise) (the "Guaranty"). The Guarantors additionally, jointly and
severally, unconditionally guarantee to each Lender and the Agent the timely
performance of all other obligations of the Borrower under the Loan Documents.
This Guaranty is a guaranty of payment and not of collection and is a continuing
guaranty and shall apply to Guaranteed Obligations whenever arising.

                                      -62-
<Page>

     Section 18.2.    Obligations Unconditional. The obligations of the
Guarantors hereunder are absolute and unconditional, irrespective of the value,
genuineness, validity, regularity or enforceability of any of the Guaranteed
Obligations or any of the Loan Documents, or any other agreement or instrument
referred to therein, to the fullest extent permitted by applicable law,
irrespective of any other circumstance whatsoever which might otherwise
constitute a legal or equitable discharge or defense of a surety or guarantor.
Each Guarantor agrees that this Guaranty may be enforced by the Agent, on behalf
of the Lenders, without necessity at any time of resorting to or exhausting any
other security or collateral and without the necessity at any time of having
recourse to the Notes, any other of the Loan Documents or the Collateral, and
each Guarantor hereby waives the right to require the Lenders to proceed against
the Borrower or any other Person (including a co-guarantor) or to require the
Lenders to pursue any other remedy or enforce any other right. Each Guarantor
further agrees that it shall have no right of subrogation, indemnity,
reimbursement or contribution against the Borrower or any other Guarantor of the
Guaranteed Obligations for amounts paid under this Guaranty until such time as
the Lenders have been paid in full, all Commitments under this Agreement have
been terminated, and no Person or governmental authority shall have any right to
request any return or reimbursement of funds from the Lenders in connection with
monies received under the Loan Documents. Each Guarantor further agrees that
nothing contained herein shall prevent the Agent or the Lenders from suing on
the Notes or any of the other Loan Documents or foreclosing their security
interest in or Lien on the Collateral or from exercising any other rights
available to them under this Agreement, the Notes, any other of the Loan
Documents, or any other instrument of security, if any, and the exercise of any
of the aforesaid rights and the completion of any foreclosure proceedings shall
not constitute a discharge of any Guarantor's obligations hereunder; it being
the purpose and intent of each Guarantor that its obligations hereunder shall be
absolute, independent and unconditional under any and all circumstances. Neither
any Guarantor's obligations under this Guaranty nor any remedy for the
enforcement thereof shall be impaired, modified, changed or released in any
manner whatsoever by an impairment, modification, change, release or limitation
of the liability of the Borrower or by reason of the bankruptcy or insolvency of
the Borrower. Each Guarantor waives any and all notice of the creation, renewal,
extension or accrual of any of the Guaranteed Obligations and notice of or proof
of reliance of by, the Agent or any Lender upon this Guaranty or acceptance of
this Guaranty. The Guaranteed Obligations, and any of them, shall conclusively
be deemed to have been created, contracted or incurred, or renewed, extended,
amended or waived, in reliance upon this Guaranty. All dealings between the
Borrowers and any of the Guarantors, on the one hand, and the Agent and the
Lenders, on the other hand, likewise shall be conclusively presumed to have been
had or consummated in reliance upon this Guaranty.

     Section 18.3.    Modifications. Each Guarantor agrees that (a) all or any
part of the security now or hereafter held for the Guaranteed Obligations, if
any, may be exchanged, compromised or surrendered from time to time; (b) the
Lenders shall not have any obligation to protect, perfect, secure or insure any
such security interests, Liens or encumbrances now or hereafter held, if any,
for the Guaranteed Obligations or the properties subject thereto; (c) the time
or place of payment of the Guaranteed Obligations may be changed or extended, in
whole or in part, to a time certain or otherwise, and may be renewed or
accelerated, in whole or in part; (d) the Borrower and any other party liable
for payment under the Loan Documents may be granted indulgences generally; (e)
any of the provisions of the Notes or any of the other Loan Documents may be
modified, amended or waived; (f) any party (including any co-guarantor) liable
for the payment thereof

                                      -63-
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may be granted indulgences or be released; and (g) any deposit balance for the
credit of the Borrower or any other party liable for the payment of the
Guaranteed Obligations or liable upon any security therefor may be released, in
whole or in part, at, before or after the stated, extended or accelerated
maturity of the Guaranteed Obligations, all without notice to or further assent
by such Guarantor, which shall remain bound thereon, notwithstanding any such
exchange, compromise, surrender, extension, renewal, acceleration, modification,
indulgence or release. Each Guarantor hereby appoints the Borrower as its agent
to execute and deliver any amendments to or modifications or waivers of the Loan
Documents, and the Agent and the Lenders may rely on such appointment until such
time as a Guarantor advises the Agent and the Lenders in writing that the
Borrower is no longer authorized to so act as its agent.

     Section 18.4.    Waiver of Rights. Each Guarantor expressly waives to the
fullest extent permitted by applicable law: (a) notice of acceptance of this
Guaranty by the Lenders and of all extensions of credit to the Borrower by the
Lenders; (b) presentment and demand for payment or performance of any of the
Guaranteed Obligations; (c) protest and notice of dishonor or of default (except
as specifically required in this Agreement) with respect to the Guaranteed
Obligations or with respect to any security therefor: (d) notice of the Lenders
obtaining, amending, substituting for, releasing, waiving or modifying any
security interest, Lien or encumbrance, if any, hereafter securing the
Guaranteed Obligations, or the Lenders' subordinating, compromising, discharging
or releasing such security interests, Liens or encumbrances, if any; (e) all
other notices to which such Guarantor might otherwise be entitled; and (f)
demand for payment under this Guaranty.

     Section 18.5.    Reinstatement. The obligations of the Guarantors under
this Section 18 shall be automatically reinstated if and to the extent that for
any reason any payment by or on behalf of any Person in respect of the
Guaranteed Obligations is rescinded or must be otherwise restored by any holder
of any of the Guaranteed Obligations, whether as a result of any proceedings in
bankruptcy or reorganization or otherwise, and each Guarantor agrees that it
will indemnify the Agent and each Lender on demand for all reasonable costs and
expenses (including, without limitation, reasonable fees of counsel) incurred by
the Agent or such Lender in connection with such rescission or restoration,
including any such costs and expenses incurred in defending against any claim
alleging that such payment constituted a preference, fraudulent transfer or
similar payment under any bankruptcy, insolvency or similar law.

     Section 18.6.    Remedies. The Guarantors agree that, as between the
Guarantors, on the one hand, and the Agent and the Lenders, on the other hand,
the Guaranteed Obligations may be declared to be forthwith due and payable as
provided in Section 12 hereof (and shall be deemed to have become automatically
due and payable in the circumstances provided in Section 12 hereof)
notwithstanding any stay, injunction or other prohibition preventing such
declaration (or preventing such Guaranteed Obligations from becoming
automatically due and payable) as against any other Person and that, in the
event of such declaration (or such Guaranteed Obligations being deemed to have
become automatically due and payable), such Guaranteed Obligations (whether or
not due and payable by any other Person) shall forthwith become due and payable
by the Guarantors.

     Section 18.7.    Limitation of Guaranty. Notwithstanding any provision to
the contrary contained herein or in any of the other Loan Documents, to the
extent the obligations of any Guarantor

                                      -64-
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shall be adjudicated to be invalid or unenforceable for any reason (including,
without limitation, because of any applicable state or federal law relating to
fraudulent conveyances or transfers), then the obligations of such Guarantor
hereunder shall be limited to the maximum amount that is permissible under
applicable law (whether federal or state and including, without limitation, the
Bankruptcy Code).

     Section 18.8.    Release of Guaranty. Upon consummation of the sale,
conveyance, pledge or other transfer of all of the stock or other evidence of
beneficial or legal ownership, or a sale, mortgage or pledge of all or
substantially all of the assets, of any Guarantor other than the Company, so
long as the transfer of Collateral pledged by such Guarantor is otherwise
permitted under the terms of this Agreement, and so long as no Default or Event
of Default shall have occurred and be continuing, the Guaranty of such
Guarantor, and all of its obligations and liabilities under the Loan Documents,
shall be, and shall be deemed to be, released and discharged, and upon the
request of such released Guarantor, the Agent shall acknowledge such release in
writing.

     Section 19.      ASSIGNMENT; PARTICIPATIONS; ETC.

     Section 19.1.    Conditions to Assignment by Lenders. Except as provided
herein, each Lender may assign to one or more Eligible Assignees all or a
portion of its interests, rights and obligations under this Agreement (including
all or a portion of its Commitment Percentage and Commitment and the same
portion of the Loans at the time owing to it, and the Notes held by it);
provided that (a) the Agent shall have given its prior written consent to such
assignment, which consent shall not be unreasonably withheld or delayed, except
that such consent shall not be needed with respect to an assignment from a
Lender to either one of its Affiliated Lenders or to another Lender hereunder,
(b) each such assignment shall be of a portion (or which may be all) of the
assigning Lender's rights and obligations under this Agreement relating to a
specified Commitment amount and Commitment Percentage, (c) each assignment shall
be in an amount of not less than $5,000,000 and in integral multiples of
$1,000,000, (d) each Lender either shall assign all of its Commitment and cease
to be a Lender hereunder or shall retain, free of any such assignment, an amount
of its Commitment of not less than $5,000,000, and (e) the parties to such
assignment shall execute and deliver to the Agent, for recording in the Register
(as hereinafter defined), an Assignment and Acceptance, substantially in the
form of Exhibit E hereto (an "Assignment and Acceptance"), together with any
Notes subject to such assignment. Upon such execution, delivery, acceptance and
recording, from and after the effective date specified in each Assignment and
Acceptance, which effective date shall be at least five (5) Business Days after
the execution thereof, (i) the assignee thereunder shall be a party hereto and,
to the extent provided in such Assignment and Acceptance, have the rights and
obligations of a Lender hereunder, and (ii) the assigning Lender shall, to the
extent provided in such assignment and upon payment to the Agent of the
registration fee referred to in Section 19.3, be released from its obligations
under this Agreement.

     Section 19.2.    Certain Representations and Warranties; Limitations;
Covenants. By executing and delivering an Assignment and Acceptance, the parties
to the assignment thereunder confirm to and agree with each other and the other
parties hereto as follows: (a) other than the representation and warranty that
it is the legal and beneficial owner of the interest being assigned

                                      -65-
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thereby free and clear of any adverse claim, the assigning Lender makes no
representation or warranty and assumes no responsibility with respect to any
statements, warranties or representations made in or in connection with this
Agreement or the execution, legality, validity, enforceability, genuineness,
sufficiency or value of this Agreement, the other Loan Documents or any other
instrument or document furnished pursuant hereto; (b) the assigning Lender makes
no representation or warranty and assumes no responsibility with respect to the
financial condition of the Borrower or any other Person primarily or secondarily
liable in respect of any of the Obligations, or the performance or observance by
the Borrower or any other Person primarily or secondarily liable in respect of
any of the Obligations of any of their obligations under this Agreement or any
of the other Loan Documents or any other instrument or document furnished
pursuant hereto or thereto; (c) such assignee confirms that it has received a
copy of this Agreement, together with copies of the most recent financial
statements referred to in Section 6.4 and Section 7.4 and such other documents
and information as it has deemed appropriate to make its own credit analysis and
decision to enter into such Assignment and Acceptance; (d) such assignee will,
independently and without reliance upon the assigning Lender, the Agent or any
other Lender and based on such documents and information as it shall deem
appropriate at the time, continue to make its own credit decisions in taking or
not taking action under this Agreement, (e) such assignee represents and
warrants that it is an Eligible Assignee; (f) such assignee appoints and
authorizes the Agent to take such action as "Agent" on its behalf and to
exercise such powers under this Agreement and the other Loan Documents as are
delegated to the Agent by the terms hereof or thereof, together with such powers
as are reasonably incidental thereto; (g) such assignee agrees that it will
perform in accordance with their terms all of the obligations that by the terms
of this Agreement are required to be performed by it as a Lender; and (h) such
assignee represents and warrants that it is legally authorized to enter into
such Assignment and Acceptance.

     Section 19.3     Register. The Agent shall maintain a copy of each
Assignment and Acceptance delivered to it and a register or similar list (the
"Register") for the recordation of the names and addresses of the Lenders and
the Commitment Percentages of, and principal amount of the Loans owing to the
Lenders from time to time. The entries in the Register shall be conclusive, in
the absence of manifest error, and the Borrower, the Agent and the Lenders may
treat each Person whose name is recorded in the Register as a Lender hereunder
for all purposes of this Agreement. The Register shall be available for
inspection by the Borrower and the Lenders at any reasonable time and from time
to time upon reasonable prior notice. From and after the Effective Date, upon
each such recordation, the assigning Lender agrees to pay to the Agent a
registration fee in the sum of $3,500.00. The Agent may, without action by any
other party, amend Schedules 1 and 1.2 hereof to reflect the recording of any
such assignments and shall immediately forward a copy of any such amendment to
Borrower.

     Section 19.4.    New Notes. Upon its receipt of an Assignment and
Acceptance executed by the parties to such assignment, together with each Note
subject to such assignment, the Agent shall (a) record the information contained
therein in the Register, and (b) give prompt notice thereof to the Borrower and
the Lenders (other than the assigning Lender). Within five (5) Business Days
after receipt of such notice, the Borrower, at its own expense, shall execute
and deliver to the Agent, in exchange for each surrendered Note, a new Note to
the order of such Eligible Assignee in an amount equal to the amount assumed by
such Eligible Assignee pursuant to such Assignment and Acceptance and, if the
assigning Lender has retained some portion of its Loans

                                      -66-
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hereunder, a new Note to the order of the assigning Lender in an amount equal to
the amount retained by it hereunder. Such new Notes shall provide that they are
replacements for the surrendered Notes and that they do not constitute a
novation, shall be in an aggregate principal amount equal to the aggregate
principal amount of the surrendered Notes, shall be dated the effective date of
such Assignment and Acceptance and shall otherwise be in substantially the form
of the assigned Notes. Within five (5) days of issuance of any new Notes
pursuant to this Section 19.4, the Borrower shall deliver an opinion of counsel,
addressed to the Lenders and the Agent, relating to the due authorization,
execution and delivery of such new Notes and the legality, validity and binding
effect thereof, and that the Obligations evidenced by the new Notes have the
same validity and enforceability as if given on the Effective Date, in form and
substance reasonably satisfactory to the Lenders who are the holders of such new
Notes. The surrendered Notes shall be held by the Agent in escrow and shall be
deemed cancelled and returned to the Borrower simultaneously upon the issuance
and receipt by the Agent of, and in exchange for, the New Notes.

     Section 19.5.    Participations. Each Lender may sell participations to one
or more banks or other entities of all or a portion of such Lender's rights and
obligations under this Agreement and the other Loan Documents; provided that (a)
the Agent shall have given its prior written consent to such participation,
which consent shall not be unreasonably withheld or delayed, except that any
Lender may sell participations to its Affiliated Lenders without such consent,
(b) each such participation, other than participations to its Affiliated Lenders
or to another Lender hereunder, shall be in an amount of not less than
$5,000,000, (c) any such sale or participation shall not affect the rights and
duties of the selling Lender hereunder to the Borrower and the Lender shall
continue to exercise all approvals, disapprovals and other functions of a
Lender, (d) the only rights granted to the participant pursuant to such
participation arrangements with respect to waivers, amendments or modifications
of the Loan Documents shall be the rights to approve the vote of the Lender as
to waivers, amendments or modifications that would reduce the principal of or
the interest rate on any Loans, extend the term or increase the amount of the
Commitment of such Lender as it relates to such participant, reduce the amount
of any fees to which such participant is entitled or extend any regularly
scheduled payment date for principal or interest, (e) except in the case of
sales or participations consummated during the occurrence and continuance of a
Default or an Event of Default, such participant would have qualified as an
Eligible Assignee, and (f) no participant which is not a Lender hereunder shall
have the right to grant further participations or assign its rights, obligations
or interests under such participation to other Persons without the prior written
consent of the Agent. The Agent shall promptly advise the Borrower in writing of
any such sale or participation.

     Section 19.6.    Pledge by Lender. Any Lender may at any time pledge all or
any portion of its interest and rights under this Agreement (including all or
any portion of its Note) to any of the twelve Federal Reserve Banks organized
under Section 4 of the Federal Reserve Act, 12 U.S.C. Section 341. No such
pledge or the enforcement thereof shall release the pledgor Lender from its
obligations hereunder or under any of the other Loan Documents.

     Section 19.7.    No Assignment by Borrower. Neither the Borrower nor any
Guarantor shall assign or transfer any of its rights or obligations under any of
the Loan Documents without the prior written consent of each of the Lenders, and
any such attempted assignment shall be null and void.

                                      -67-
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     Section 19.8.    Disclosure. Each of the Borrower and the Guarantors agrees
that in addition to disclosures made in accordance with standard banking
practices any Lender may disclose information obtained by such Lender pursuant
to this Agreement to assignees or participants and potential assignees or
participants hereunder subject to customary banking confidentiality practices.

     Section 20.      NOTICES, ETC. Except as otherwise expressly provided in
this Agreement, all notices and other communications made or required to be
given pursuant to this Agreement or the Notes shall be in writing and shall be
delivered in hand, mailed by United States registered or certified first class
mail, postage prepaid, sent by overnight courier, or sent by telegraph,
telecopy, telefax or telex and confirmed by delivery via courier or postal
service, addressed as follows:

                      (a) if to the Borrower, the Company or any of the
Guarantors, at SL Green Operating Partnership, L.P., 420 Lexington Avenue, New
York, New York 10170 (telecopy number 212-216-1785), Attention: Chief Financial
Officer and General Counsel, with a copy to Robert Ivanhoe, Esq., Greenberg
Traurig, 200 Park Avenue, New York, New York 10166 (telecopy number
212-801-6400), or at such other address for notice as the Borrower shall last
have furnished in writing to the Agent; and

                      (b) if to the Agent, at 100 Federal Street, Boston,
Massachusetts 02110, Attention: Structured Real Estate, or such other address
for notice as the Agent shall last have furnished in writing to the Borrower.

                      (c) if to any Lender, at such Lender's address set forth
on Schedule 1, hereto, or such other address for notice as such Lender shall
have last furnished in writing to the Person giving the notice.

     Any such notice or demand shall be deemed to have been duly given or made
and to have become effective (i) if delivered by hand, overnight courier or
facsimile to a responsible officer of the party to which it is directed, at the
time of the receipt thereof by such officer or the sending of such facsimile and
(ii) if sent by registered or certified first-class mail, postage prepaid, on
the third Business Day following the mailing thereof.

     Section 21.      GOVERNING LAW; CONSENT TO JURISDICTION AND SERVICE. THIS
AGREEMENT AND EACH OF THE OTHER LOAN DOCUMENTS, EXCEPT AS OTHERWISE SPECIFICALLY
PROVIDED THEREIN, ARE CONTRACTS UNDER THE LAWS OF THE STATE OF NEW YORK AND
SHALL FOR ALL PURPOSES BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS
OF SUCH STATE. EACH OF THE BORROWER, THE GUARANTORS, THE AGENT AND THE LENDERS
AGREES THAT ANY SUIT BY IT FOR THE ENFORCEMENT OF THIS AGREEMENT OR ANY OF THE
OTHER LOAN DOCUMENTS MAY BE BROUGHT IN THE COURTS OF THE CITY OF NEW YORK, STATE
OF NEW YORK OR ANY FEDERAL COURT SITTING THEREIN AND BORROWER CONSENTS TO THE
NONEXCLUSIVE JURISDICTION OF SUCH COURT FOR ANY SUIT BY AGENT OR ANY LENDER AND
THE SERVICE OF PROCESS IN ANY SUCH SUIT BEING MADE

                                      -68-
<Page>

UPON THE BORROWER BY MAIL AT THE ADDRESS SPECIFIED IN Section 20. EACH OF THE
BORROWER, THE GUARANTORS, THE AGENT AND THE LENDERS HEREBY WAIVE ANY OBJECTION
THAT IT MAY NOW OR HEREAFTER HAVE TO THE VENUE OF ANY SUCH SUIT OR ANY SUCH
COURT OR THAT SUCH SUIT IS BROUGHT IN AN INCONVENIENT COURT. IN ADDITION TO THE
COURTS OF THE CITY OF NEW YORK, STATE OF NEW YORK OR ANY FEDERAL COURT SITTING
THEREIN, THE AGENT OR ANY LENDER MAY BRING ACTION(S) FOR ENFORCEMENT ON A
NONEXCLUSIVE BASIS WHERE ANY COLLATERAL EXISTS AND EACH OF THE BORROWER, THE
GUARANTORS, THE AGENT AND THE LENDERS CONSENTS TO THE NON-EXCLUSIVE JURISDICTION
OF SUCH COURT AND THE SERVICE OF PROCESS IN ANY SUCH SUIT BEING MADE UPON THE
BORROWER, THE GUARANTORS, THE AGENT AND THE LENDERS BY MAIL AT THE ADDRESS
SPECIFIED IN Section 20.

     Section 22.      HEADINGS. The captions in this Agreement are for
convenience of reference only and shall not define or limit the provisions
hereof.

     Section 23.      COUNTERPARTS. This Agreement and any amendment hereof may
be executed in several counterparts and by each party on a separate counterpart,
each of which when so executed and delivered shall be an original, and all of
which together shall constitute one instrument. In proving this Agreement it
shall not be necessary to produce or account for more than one such counterpart
signed by the party against whom enforcement is sought.

     Section 24.      ENTIRE AGREEMENT. The Loan Documents and any other
documents executed in connection herewith or therewith express the entire
understanding of the parties with respect to the transactions contemplated
hereby. Neither this Agreement nor any term hereof may be changed, waived,
discharged or terminated, except as provided in Section 26.

     Section 25.      WAIVER OF JURY TRIAL AND CERTAIN DAMAGE CLAIMS. EACH OF
THE BORROWER, THE GUARANTORS, THE AGENT AND THE LENDERS HEREBY WAIVES ITS RIGHT
TO A JURY TRIAL WITH RESPECT TO ANY ACTION OR CLAIM ARISING OUT OF ANY DISPUTE
IN CONNECTION WITH THIS AGREEMENT, THE NOTES OR ANY OF THE OTHER LOAN DOCUMENTS,
ANY RIGHTS OR OBLIGATIONS HEREUNDER OR THEREUNDER OR THE PERFORMANCE OF SUCH
RIGHTS AND OBLIGATIONS. EXCEPT TO THE EXTENT EXPRESSLY PROHIBITED BY LAW, EACH
OF THE BORROWER AND THE GUARANTORS HEREBY WAIVES ANY RIGHT IT MAY HAVE TO CLAIM
OR RECOVER IN ANY LITIGATION REFERRED TO IN THE PRECEDING SENTENCE ANY SPECIAL,
EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES OR ANY DAMAGES OTHER THAN, OR IN
ADDITION TO, ACTUAL DAMAGES. EACH OF THE BORROWER AND THE GUARANTORS (A)
CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF THE AGENT OR ANY LENDER
HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT THE AGENT OR SUCH LENDER WOULD
NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVERS AND (B)
ACKNOWLEDGES THAT THE AGENT AND THE

                                      -69-
<Page>

LENDERS HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN
DOCUMENTS TO WHICH THEY ARE PARTIES BY, AMONG OTHER THINGS, THE WAIVERS AND
CERTIFICATIONS CONTAINED HEREIN.

     Section 26.      CONSENTS, AMENDMENTS, WAIVERS, ETC. Except as otherwise
specifically set forth herein or in any other Loan Document, any consent or
approval required or permitted by this Agreement may be given, and any term of
this Agreement or of any other instrument related hereto or mentioned herein may
be amended, and the performance or observance by the Borrower and the Guarantors
of any terms of this Agreement or such other instrument or the continuance of
any Default or Event of Default may be waived (either generally or in a
particular instance and either retroactively or prospectively) with, but only
with, the written consent of the Requisite Lenders, and, in the case of
amendments, with the written consent of the Borrower other than amendments to
schedules made in the ordinary course as contemplated by this Agreement.
Notwithstanding the foregoing, (i) the rate of interest on, and the term or
amount of, the Notes or the date of any payment due hereunder or thereunder,
(ii) the amount of the Commitments of the Lenders (other than changes in
Commitments pursuant to Assignments under Section 19 or pursuant to changes in
the Total Commitment under Section 2.2), (iii) the amount of any fee payable to
a Lender hereunder, (iv) any provision herein or in any of the Loan Documents
which expressly requires consent of all the Lenders (including this Section 26),
(v) the funding provisions of Section 2.5 and Section 2.7 hereof, (vi) the
rights, duties and obligations of the Agent specified in Section 14 hereof, and
(vii) the definitions of Majority Lenders or Requisite Lenders, may not be
amended or compliance therewith waived without the written consent of each
Lender affected thereby, nor may the Agent release the Borrower or any Guarantor
from its liability with respect to the Obligations (other than pursuant to
Section 18.8), without first obtaining the written consent of all the Lenders.
Unless otherwise directed by the Agent, any request for amendment or waiver
shall be made on no less than ten (10) Business Days notice to the Lenders.
Unless otherwise directed by the Agent, the failure of a Lender to respond to a
request for waiver or amendment shall be deemed to constitute such Lender's
consent to such waiver or amendment requested (unless such waiver or amendment
requires the consent of all Lenders). No waiver shall extend to or affect any
obligation not expressly waived or impair any right consequent thereon. No
course of dealing or delay or omission on the part of the Agent or any Lender in
exercising any right shall operate as a waiver thereof or otherwise be
prejudicial thereto. No notice to or demand upon the Borrower shall entitle the
Borrower to other or further notice or demand in similar or other circumstances.

     Section 27.      SEVERABILITY. The provisions of this Agreement are
severable, and if any one clause or provision hereof shall be held invalid or
unenforceable in whole or in part in any jurisdiction, then such invalidity or
unenforceability shall affect only such clause or provision, or part thereof, in
such jurisdiction, and shall not in any manner affect such clause or provision
in any other jurisdiction, or any other clause or provision of this Agreement in
any jurisdiction.

     Section 28.      ACKNOWLEDGMENTS. Each of the Borrower and the Guarantors
hereby acknowledges that: (i) neither the Agent nor any Lender has any fiduciary
relationship with, or fiduciary duty to, the Borrower and the Guarantors arising
out of or in connection with this

                                      -70-
<Page>

Agreement or any of the other Loan Documents; (ii) the relationship in
connection herewith between the Agent and the Lenders, on the one hand, and the
Borrower and each Guarantor, on the other hand, is solely that of creditor and
debtor and (iii) no joint venture or partnership among any of the parties hereto
is created hereby or by the other Loan Documents, or otherwise exists by virtue
of the Facility or the Loans.

     Section 29.      USURY LIMITATION. If, at any time, the rate of interest,
together with all amounts which constitute interest and which are reserved,
charged or taken by the Agent or the Lenders as compensation for fees, services
or expenses incidental to the making, negotiating or collection of the loan
evidenced hereby, shall be deemed by any competent court of law, governmental
agency or tribunal to exceed the maximum rate of interest permitted to be
charged by the Agent or the Lenders to the Borrower under Applicable Law, then,
during such time as such rate of interest would be deemed excessive, that
portion of each sum paid attributable to that portion of such interest rate that
exceeds the maximum rate of interest so permitted shall be deemed a voluntary
prepayment of principal; provided, however, that in the event there is a change
in Applicable Law which results in a higher permissible rate of interest, then
this Agreement shall be governed by such new law as of its effective date.

     Section 30.      REPLACEMENT OF LOST NOTES. Upon receipt of an affidavit of
an officer of a Lender as to the loss, theft, destruction or mutilation of a
Note or any other security document which is not of public record, and, in the
case of any such loss, theft, destruction or mutilation, upon cancellation of
such Note or other security document, the Borrower will issue, in lieu thereof,
a replacement note or other security document in the same principal amount
thereof and otherwise of like tenor.

              [The remainder of this page intentionally left blank]

                                      -71-
<Page>

          IN WITNESS WHEREOF, the undersigned have duly executed this Agreement
as a sealed instrument as of the date first set forth above.

                                    BORROWER:

                                    SL GREEN OPERATING PARTNERSHIP, L.P.

                                    By: SL GREEN REALTY CORP., its general
                                        partner


                                        By:
                                           -------------------------------------
                                           Name: Marc Holliday
                                           Title: President


                                    GUARANTOR:

                                    SL GREEN REALTY CORP.


                                        By:
                                           -------------------------------------
                                           Name:  Marc Holliday
                                           Title: President

<Page>

                                    GUARANTOR:

                                    Green 1412 Preferred LLC,
                                    a Delaware limited liability company


                                    By: SL Green Operating Partnership, L.P.,
                                        a Delaware limited partnership,
                                        its managing member


                                    By: SL Green Realty Corp.,
                                        a Maryland corporation,
                                        its general partner


                                    By:
                                        ---------------------------
                                        Name:  Marc Holliday
                                        Title: President


                                    GUARANTOR:

                                    SLG 1440 Broadway Funding LLC,
                                    a New York limited liability company


                                    By: eEmerge, Inc.,
                                        a Delaware corporation,
                                        its managing member


                                    By:
                                        ---------------------------

                                        Name:  Andrew Mathias
                                        Title: President

<Page>

                                    GUARANTOR:

                                    GREEN FUNDING W26 LLC,

                                    a New York limited liability company


                                    By: SL Green Funding LLC,
                                        a Delaware limited liability company,
                                        its managing member


                                    By: SL Green Operating Partnership, L.P.,
                                        a Delaware limited partnership,
                                        its managing member


                                    By: SL Green Realty Corp.,
                                        a Maryland corporation,
                                        its general partner


                                    By:
                                        ---------------------------
                                        Name:  Marc Holliday
                                        Title: President

<Page>

                                    ADMINISTRATIVE AGENT AND COLLATERAL AGENT:

                                        FLEET NATIONAL BANK,
                                           As Administrative Agent and
                                           Collateral Agent

                                    By:
                                        ----------------------------------
                                           Name:
                                           Title:


                                        LENDER:

                                        FLEET NATIONAL BANK,

                                        By:
                                           -------------------------------
                                           Name:
                                           Title:


                                        LENDER:

                                        FIRST UNION NATIONAL BANK

                                        By:
                                           -------------------------------
                                           Name:
                                           Title:


                                        LENDER:

                                        SOVEREIGN BANK

                                        By:
                                           -------------------------------
                                           Name:
                                           Title:

<Page>

                                   SCHEDULE 1

                   Lenders; Domestic and LIBOR Lending Offices

FLEET NATIONAL BANK
100 Federal Street
Boston, MA 02110
Attn: Structured Real Estate
Fax:  (617) 434-1337
Tel:  (617) 434-8501


FIRST UNION NATIONAL BANK
Wachovia Securities
301 S. College Street, NC5604
Charlotte, NC 28288
Attn: Rex Rudy
Tel: 704-383-6506
Fax: 704-383-6205

SOVEREIGN BANK
75 State Street
MA 1SST 0411
Boston, MA 02109
Attn: T. Gregory Donohue
Fax: (617) 757-5652
Tel: (617) 757-5578

<Page>

                                  SCHEDULE 1.2

                     Commitments and Commitment Percentages

<Table>
<Caption>
Financial Institution                            Commitment                     Commitment Percentage
-----------------------------------------------------------------------------------------------------
<S>                                              <C>                            <C>
Fleet National Bank                              $ 25,000,000                   33.3333%
-----------------------------------------------------------------------------------------------------
First Union National Bank                        $ 25,000,000                   33.3333%
-----------------------------------------------------------------------------------------------------
Sovereign Bank                                   $ 25,000,000                   33.3333%
-----------------------------------------------------------------------------------------------------
TOTALS                                           $ 75,000,000                       100%
-----------------------------------------------------------------------------------------------------
</Table>

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.13
<SEQUENCE>15
<FILENAME>a2091718zex-10_13.txt
<DESCRIPTION>EXHIBIT 10.13
<TEXT>
<Page>

                                                                   EXHIBIT 10.13

                                 FIRST AMENDMENT
                   TO REVOLVING CREDIT AND GUARANTY AGREEMENT

          This FIRST AMENDMENT TO REVOLVING CREDIT AND GUARANTY AGREEMENT (this
"Amendment") is made as of the 30th day of March, 2001, 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, (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"), (v) FLEET NATIONAL BANK, NA, a national banking association, as
administrative agent for the Lenders hereunder (in such capacity, the "Agent"),
(vi) SALOMON SMITH BARNEY INC., as syndication agent for the Lenders hereunder
(the "Syndication Agent"), and (vii) BANKERS TRUST COMPANY, as documentation
agent for the Lenders hereunder (the "Documentation Agent"), and is made with
reference to that certain Revolving Credit and Guaranty Agreement dated as of
June 27, 2000, by and among Borrower, Guarantors, Lenders, Agent, Syndication
Agent, and Documentation Agent (as amended, restated, supplemented or otherwise
modified from time to time, the "Credit Agreement"). Capitalized terms used
herein without definition shall have the same meanings herein as set forth in
the Credit Agreement.

                                R E C I T A L S:

          WHEREAS, under the terms of the Credit Agreement, the Lenders provide
to the Borrower an unsecured revolving credit facility in the maximum amount of
$250,000,000 (the "Facility"); and

          WHEREAS, under the terms of the Credit Agreement, the Obligations of
the Borrower are jointly and severally unconditionally guaranteed by the
Guarantors; and

          WHEREAS, Borrower has requested, pursuant to Section 2.2 of the Credit
Agreement, that the Total Commitment of the Lenders be increased to
$300,000,000, and certain Lenders have agreed to increase their Commitments such
that the Total Commitment shall be $300,000,000; and

          WHEREAS, at the request of Borrower, Lenders have agreed to amend the
Credit Agreement and Schedule 1.2 thereto in accordance with Section 2.2(d) of
the Credit Agreement in order to reflect the increase in Total Commitment; and

          WHEREAS, the parties hereto intend that this Amendment not constitute
a novation or satisfaction of the Obligations or be deemed to evidence or
constitute a repayment of all or any portion of such Obligations.

          NOW, THEREFORE, in consideration of the premises and the agreements,
provisions and covenants herein contained, the parties hereto agree as follows:

<Page>

SECTION 1.     AMENDMENT OF CREDIT AGREEMENT AND RELATED MATTERS

     1.1     DEFINITIONS. The definition of "Treasury Rate" in Section 1.1 of
the Credit Agreement is amended by deleting therefrom the words "plus 1.75%."

     1.2     SCHEDULE 1.2. Schedule 1.2 to the Credit Agreement is hereby
amended and restated in its entirety in the form attached as Exhibit A hereto.

SECTION 2.     BORROWER'S REPRESENTATIONS AND WARRANTIES

     In order to induce Lenders to enter into this Amendment and to amend the
Credit Agreement and the Schedules thereto in the manner provided herein, the
Borrower and the Guarantors jointly and severally represent and warrant to each
Lender that the following statements are true, correct and complete:

     (i)     each of the Borrower and each Guarantor has all requisite
corporate, limited liability company, or partnership power and authority to
enter into this Amendment and to carry out the transactions contemplated by, and
perform its obligations under, the Credit Agreement as amended by this Amendment
(the "Amended Agreement");

     (ii)    the execution and delivery of this Amendment and the performance
of the Amended Agreement have been duly authorized by all necessary corporate,
limited liability company, or partnership action (as the case may be) on the
part of Borrower and each Guarantor;

     (iii)   the execution and delivery by the Borrower and each Guarantor of
this Amendment and the performance by the Borrower and each Guarantor of the
Amended Agreement (i) are within the authority of the Borrower or such
Guarantor, (ii) have been duly authorized by all necessary proceedings on the
part of the Borrower or such Guarantor, (iii) do not conflict with or result in
any breach or contravention of any provision of law, statute, rule or regulation
to which the Borrower or such Guarantor is subject or any judgment, order, writ,
injunction, license or permit applicable to the Borrower or such Guarantor and
(iv) do not conflict with any provision of the Borrower or such Guarantor's
charter documents or bylaws, partnership agreement, declaration of trust, or any
agreement (except agreements as to which such a conflict would not result in a
Material Adverse Effect) or other instrument binding upon the Borrower or such
Guarantor or to which any of the Borrower's or such Guarantor's properties are
subject;

     (iv)    the execution and delivery by the Borrower and each Guarantor of
this Amendment and the performance by the Borrower and each Guarantor of the
Amended Agreement do not and will not require any registration with, consent or
approval of, or notice to, or other action to, with or by, any federal, state or
other governmental authority or regulatory body;

     (v)     this Amendment and the Amended Agreement have been duly executed
and delivered by the Borrower and each Guarantor and are the legally valid and
binding obligations of the Borrower and each Guarantor, enforceable against the
Borrower and each Guarantor in accordance with their respective terms, except as
may be limited by bankruptcy, insolvency,

                                        2
<Page>

reorganization, moratorium or similar laws relating to or limiting creditors'
rights generally or by equitable principles relating to enforceability; and

     (vi)    no event has occurred and is continuing or will result from the
consummation of the transactions contemplated by this Amendment that would
constitute a Default or an Event of Default.

SECTION 3.     CONDITIONS TO EFFECTIVENESS

     Section 1 of this Amendment shall become effective only upon the
satisfaction of all of the following conditions precedent (the date of
satisfaction of such conditions being referred to herein as the "First Amendment
Effective Date"):

     (i)     On or before the First Amendment Effective Date, the Borrower
and each Guarantor shall have delivered to Lenders (or to Agent for Lenders with
sufficient originally executed copies, where appropriate, for each Lender and
its counsel) executed originals of this Amendment;

     (ii)    On or before the First Amendment Effective Date, the Borrower
shall execute and deliver to the Agent new Notes for each Lender whose
Commitment (as reflected on Schedule 1.2, as amended pursuant to this Amendment)
has changed so that the maximum principal amount of such Lender's Note shall
equal its Commitment;

     (iii)   On or before the First Amendment Effective Date, Lenders shall
have received originally executed copies of a written opinion of counsel,
addressed to the Lenders and the Agent, relating to the due authorization,
execution and delivery of such new Notes and the enforceability thereof,
substantially in the form of the relevant portions of the opinion delivered
pursuant to Section 10.6 of the Credit Agreement.

     (iv)    The Borrower shall have paid to the Agent all fees due and
payable by the Borrower pursuant to Section 4.1 of the Credit Agreement and
shall have paid all other expenses as provided in Section 15 of the Credit
Agreement due and payable by the Borrower as of the First Amendment Effective
Date.

     In furtherance of the foregoing clause (ii), each Lender receiving a
replacement Note pursuant to the foregoing clause (ii) covenants that it shall
promptly surrender to the Agent, and the Agent covenants that it shall promptly
thereafter return to the Borrower for cancellation, such Lender's existing Note
replaced thereby.

                                        3
<Page>

SECTION 4.     ACKNOWLEDGEMENT AND CONSENT

     (i)     Each of the Borrower, the Company and each other Guarantor (each
individually a "Credit Support Party" and collectively, the "Credit Support
Parties") hereby acknowledges that it has reviewed the terms and provisions of
the Credit Agreement and this Amendment and consents to the amendment of the
Credit Agreement and the Schedule 1.2 thereto effected pursuant to this
Amendment. Each Credit Support Party hereby confirms that each Loan Document to
which it is a party or otherwise bound will continue to guaranty or secure, as
the case may be, to the fullest extent possible the payment and performance of
all Obligations of Borrower now or hereafter existing under or in respect of the
Credit Agreement and the Notes.

     (ii)    In accordance with Section 5.6 of the Credit Agreement, each of the
undersigned Green 286 Madison LLC, Green 292 Madison LLC, and Green 1370
Broadway LLC (collectively, the "New Guarantors", and individually, a "New
Guarantor") agrees to be bound by all the terms and provisions of the Credit
Agreement and the other Loan Documents applicable to it as a Guarantor
thereunder. In furtherance of the foregoing, each reference to a Guarantor in
the Credit Agreement, this Amendment and the Amended Agreement shall be deemed
to include the New Guarantors.

SECTION 5.     INTENTIONALLY OMITTED

SECTION 6.     MISCELLANEOUS

     A       REFERENCE TO AND EFFECT ON THE CREDIT AGREEMENT AND THE OTHER
LOAN DOCUMENTS.

             (i)        On and after the effective date of this Amendment,
each reference in the Credit Agreement to "this Agreement", "hereunder",
"hereof", "herein" or words of like import referring to the Credit Agreement and
each reference in the other Loan Documents to the "Credit Agreement",
"thereunder", "thereof" or words of like import referring to the Credit
Agreement shall mean and be a reference to the Credit Agreement as amended
hereby.

             (ii)       Except as specifically amended by this Amendment, the
Credit Agreement and the other Loan Documents shall remain in full force and
effect and are hereby ratified and confirmed.

             (iii)      The execution, delivery and performance of this
Amendment shall not, except as expressly provided herein, constitute a waiver of
any provision of, or operate as a waiver of any right, power or remedy of Agent
or any Lender under the Credit Agreement or any of the other Loan Documents.

     B       FEES AND EXPENSES. Borrower acknowledges that all costs, fees
and expenses as described in Section 15 of the Credit Agreement incurred by
Agent and its counsel with respect to this Amendment and the documents and
transactions contemplated hereby shall be for the account of Borrower.

                                        4
<Page>

     C       HEADINGS. Section and subsection headings in this Amendment are
included herein for convenience of reference only and shall not constitute a
part of this Amendment for any other purpose or be given any substantive effect.

     D       APPLICABLE LAW. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF
THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED
IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK (INCLUDING
WITHOUT LIMITATION SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF
NEW YORK), WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES.

     E       COUNTERPARTS; EFFECTIVENESS. This Amendment may be executed in
any number of counterparts and by different parties hereto in separate
counterparts, each of which when so executed and delivered shall be deemed an
original, but all such counterparts together shall constitute but one and the
same instrument; signature pages may be detached from multiple separate
counterparts and attached to a single counterpart so that all signature pages
are physically attached to the same document. This Amendment (other than the
provisions of Section 1 hereof, the effectiveness of which is governed by
Section 3 hereof) shall become effective upon the execution of a counterpart
hereof by Borrower, Lenders and each of the Credit Support Parties and receipt
by Agent of written or telephonic notification of such execution and
authorization of delivery thereof. Section 1 of this Amendment shall become
effective only in the manner set forth in Section 3 of this Amendment.

                  [Remainder of page intentionally left blank]

                                        5
<Page>

          IN WITNESS WHEREOF, the parties hereto have signed, or caused their
duly elected officer to sign on the date first Written above.

                                      BORROWER:

                                      SL GREEN OPERATING PARTNERSHIP, L.P.

                                      By: SL GREEN REALTY CORP., its general
                                          partner


                                          By:
                                             -----------------------------------
                                             Name:  Marc Holliday
                                             Title: Chief Investment Officer


                                      GUARANTOR:

                                      SL GREEN REALTY CORP.


                                      By:
                                         ----------------------------------
                                         Name:  Marc Holliday
                                         Title: Chief Investment Officer


                                      GUARANTOR:

                                      NEW GREEN 1140 REALTY LLC

                                      By: SL GREEN OPERATING PARTNERSHIP,
                                          L.P., its managing member,

                                          By: SL GREEN REALTY CORP., its
                                              general partner


                                              By:
                                                 -------------------------------
                                                 Name:  Marc Holliday
                                                 Title: Chief Investment Officer

<Page>

                                      GUARANTOR:

                                      SLG 17 BATTERY LLC

                                      By: SL GREEN OPERATING PARTNERSHIP,
                                          L.P., its managing member,

                                          By: SL GREEN REALTY CORP.,
                                              its general partner

                                              By:
                                                 -----------------------------
                                                 Name:  Marc Holliday
                                                 Title: Chief Investment Officer


                                      GUARANTOR:

                                      SL GREEN MANAGEMENT LLC

                                      By: SL GREEN OPERATING PARTNERSHIP,
                                          L.P., its managing member,

                                          By: SL GREEN REALTY CORP.,
                                              its general partner

                                              By:
                                                 -----------------------------
                                                 Name:  Marc Holliday
                                                 Title: Chief Investment Officer


                                      GUARANTOR:

                                      SLG IRP REALTY LLC

                                      By: SL GREEN OPERATING PARTNERSHIP,
                                          L.P., its managing member,

                                          By: SL GREEN REALTY CORP.,
                                              its general partner

                                              By:
                                                 -----------------------------
                                                 Name:  Marc Holliday
                                                 Title: Chief Investment Officer

<Page>

                                      GUARANTOR:

                                      GREEN 286 MADISON LLC

                                      By: SL GREEN OPERATING PARTNERSHIP,
                                          L.P., its managing member,

                                          By: SL GREEN REALTY CORP.,
                                              its general partner

                                              By:
                                                 -----------------------------
                                                 Name:  Marc Holliday
                                                 Title: Chief Investment Officer


                                      GUARANTOR:

                                      GREEN 292 MADISON LLC

                                      By: SL GREEN OPERATING PARTNERSHIP,
                                          L.P., its managing member,

                                          By: SL GREEN REALTY CORP.,
                                              its general partner

                                              By:
                                                 -----------------------------
                                                 Name:  Marc Holliday
                                                 Title: Chief Investment Officer


                                      GUARANTOR:

                                      GREEN 1370 BROADWAY LLC

                                      By: SL GREEN OPERATING PARTNERSHIP,
                                          L.P., its managing member,

                                          By: SL GREEN REALTY CORP.,
                                              its general partner

                                              By:
                                                 -----------------------------
                                                 Name:  Marc Holliday
                                                 Title: Chief Investment Officer

<Page>

                                      ADMINISTRATIVE AGENT:

                                      FLEET NATIONAL BANK, NA
                                         As Administrative Agent


                                      By:
                                         -------------------------------------
                                         Name:  Kathleen M. Ahern
                                         Title: Director

                                      LENDER:

                                      FLEET NATIONAL BANK, NA


                                      By:
                                         -------------------------------------
                                         Name:  Kathleen M. Ahern
                                         Title: Director

<Page>

                                      LENDER:

                                      CITICORP REAL ESTATE, INC.


                                      By:
                                         -------------------------------------
                                         Name:
                                         Title:

<Page>

                                      LENDER:

                                      BANKERS TRUST COMPANY


                                      By:
                                         -------------------------------------
                                         Name:
                                         Title:

<Page>

                                      LENDER:

                                      COMMERZBANK AKTIENGESELLSCHAFT,
                                      NEW YORK BRANCH


                                      By:
                                         -------------------------------------
                                         Name:  David M. Schwartz
                                         Title: Senior Vice President

                                      By:
                                         -------------------------------------
                                         Name:  Christine H. Finkel
                                         Title: Vice President

<Page>

                                      LENDER:

                                      THE BANK OF NEW YORK


                                      By:
                                         -------------------------------------
                                         Name:  Maria D. Kastanis
                                         Title: Vice President

<Page>

                                      LENDER:

                                      WELLS FARGO BANK, NATIONAL
                                      ASSOCIATION


                                      By:
                                         -------------------------------------
                                         Name:  Timothy M. Zietara
                                         Title: Senior Vice President

<Page>

                                      LENDER:

                                      BANK LEUMI USA


                                      By:
                                         -------------------------------------
                                         Name:
                                         Title:

<Page>

                                      LENDER:

                                      PNC BANK, NATIONAL ASSOCIATION


                                      By:
                                         -------------------------------------
                                         Name:  Thomas Nastarowicz
                                         Title: Vice President

<Page>

                                      LENDER:

                                      KEY BANK NATIONAL ASSOCIATION


                                      By:
                                         -------------------------------------
                                         Name:  John Scott
                                         Title: Assistant Vice President

<Page>

                                    EXHIBIT A

                                  SCHEDULE 1.2
                     Commitments and Commitment Percentages

<Table>
<Caption>
                                                                                                      Commitment
Financial Institution                                                     Commitment                  Percentage
---------------------------------------------------------------------------------------------------------------------
<S>                                                                     <C>                           <C>
Fleet National Bank, NA                                                 $ 50,000,000                  16.6667%

Wells Fargo Bank, National Association                                  $ 47,500,000                  15.8333%

Commerzbank Aktiengesellschaft, New York Branch                         $ 47,500,000                  15.8333%

Bankers Trust Company                                                   $ 42,500,000                  14.1667%

The Bank of New York                                                    $ 35,000,000                  11.6667%

Citicorp Real Estate, Inc.                                              $ 27,500,000                   9.1667%

PNC Bank, National Association                                          $ 20,000,000                   6.6667%

Key Bank National Association                                           $ 20,000,000                   6.6667%

Bank Leumi USA                                                          $ 10,000,000                   3.3333%
</Table>

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>16
<FILENAME>a2091718zex-99_1.txt
<DESCRIPTION>EXHIBIT 99.1
<TEXT>
<PAGE>



                                                                   EXHIBIT 99.1



                   [SL GREEN REALTY CORP. LOGO AND LETTERHEAD]

                    420 Lexington Avenue New York City 10170



CONTACT
Michael W. Reid
Chief Operating Officer
-or-
Thomas E. Wirth
Chief Financial Officer
(212) 594-2700


FOR IMMEDIATE RELEASE


                   SL GREEN REALTY CORP. REPORTS A 19.4% GAIN
                     IN THIRD QUARTER FFO TO $0.86 PER SHARE


HIGHLIGHTS

         o        19.4% FFO increase to $0.86 per share (diluted) versus $0.72
                  per share (diluted); restated from $0.73 per share in the
                  prior year

         o        33.3% increase in net income from continuing operations, $0.52
                  per share (diluted) versus $0.39 (diluted) the prior year

         o        Maintained 97.0% portfolio occupancy versus the previous
                  quarter

         o        Executed a two-year $100 million LIBOR SWAP at 2.29%

FINANCIAL RESULTS

NEW YORK, NY, OCTOBER 21, 2002 - SL Green Realty Corp. (NYSE:SLG) reported
improved operating results for the three months ended September 30, 2002. During
the period, funds from operations (FFO) before minority interests totaled $30.2
million, or $0.86 per share (diluted), compared to $23.6 million, or $0.72 per
share (diluted), for the same quarter in 2001, a 19.4% increase over the prior
year. The 2001 quarterly results included a $1.0 million charge, or $0.03 per
share, for a one-time contribution to the Twin Towers Fund. Additionally, in
accordance with new accounting guidelines, the 2001 results have been reduced by
$0.01 per share due to an increase in interest expense related to the
reclassification of a $0.3 million charge from the early extinguishment of debt.
Excluding these charges, 2001 third quarter earnings would have been $0.76 per
share (diluted), reducing the 2002 FFO increase to 13.1%. The 2002 growth was
primarily attributable to increased contributions from the Company's 1515
Broadway joint venture, structured finance programs and lower interest rates.


<PAGE>


Nine month results were also strong, reflecting an 8.9% FFO increase over 2001
as FFO before minority interests totaled $85.6 million or $2.45 per share
(diluted), compared to $68.6 million or $2.25 per share (diluted) for the same
period in the previous year. The growth is also attributable to increased
contributions from the Company's joint venture and structured finance programs
and lower interest rates.

For the quarter, net income available to common shareholders, adjusted for
discontinued operations, property sales and the cumulative effect of an
accounting change, increased 33.3% to $19.8 million, or $0.52 per share
(diluted), compared to $14.9 million, or $0.39 per share (diluted), for the same
period in the previous year. For the nine months ended September 30, 2002,
adjusted net income increased 29.6% to $56.5 million, or $1.49 per share
(diluted), as compared to $43.6 million, or $1.27 per share (diluted), for the
same period in the previous year.

                              CONSOLIDATED RESULTS

Total quarterly revenues increased in the third quarter to $63.2 million (5.7%)
during 2002 compared to $59.8 million during 2001. The $3.4 million growth in
revenue resulted primarily from:

         o        Investment and preferred equity income ($1.9 million)

         o        2002 same store rental income ($0.8 million)

         o        Other income, primarily asset management fees ($0.6 million)

The Company's third quarter EBITDA increased $5.6 million resulting in increased
margins before ground rent of 74.9% in 2002 compared to 65.9% for the same
period last year. After ground rent, margins improved to 69.3% in 2002 from
60.3% in the corresponding prior period. This improvement in EBITDA margins were
primarily due to the increased net income from joint ventures and the increase
in structured finance income. The components of EBITDA changed as follows:

         o        $2.3 million increase in GAAP net operating income (NOI)

         o        $1.9 million increase in structured finance investment income

         o        $1.0 million decrease in MG&A expenses, primarily due to the
                  $1.0 million contribution to the Twin Towers Fund in 2001

         o        $0.6 million increase in non-operating other income primarily
                  due to on-going joint venture asset management fees

         o        $0.2 million decrease in lease buyout income

The $2.3 million improvement in GAAP NOI is comprised of the following:

         o        $3.0 million increase from joint venture net income

         o        $0.3 million increase from same store portfolio

         o        $0.2 million decrease to the partial sale of 110 East 42nd
                  Street

         o        $0.6 million decrease from non-same store property results,
                  including 50 West 23rd Street and e.Emerge


                                                                              2


<PAGE>


FFO for the quarter ended September 30, 2002 improved $6.6 million primarily as
a result of an increase in EBITDA ($5.6 million), increased FFO adjustment from
joint ventures and discontinued operations ($0.7 million) and lower interest
costs ($0.3 million).

Lower interest costs ($0.3 million) were associated with: lower interest rates
on floating rate debt ($0.9 million), reclassification of 2001 debt
extinguishment ($0.3 million) and the proceeds from the Company's July 2001
common stock offering ($0.2 million) partially offset by higher average debt
levels due to net acquisition and new structured finance investment activity
($0.8 million), annual loan amortizations and refinancings ($0.2 million) and
increased costs for capital ($0.1 million).

The Company's 2001 results exclude gains on the sale of properties that totaled
$0.6 million and $5.2 million for the three and nine months, respectively.

At the end of the quarter, consolidated debt totaled $548.7 million, reflecting
a debt to market capitalization ratio of 33.8%.

                               SAME STORE RESULTS

During the third quarter, same store cash NOI remained flat at $24.6 million.
Cash NOI margins before ground rent decreased year over year from 57.9% to
56.4%. The lower cash NOI was driven primarily by a $1.1 million (4.9%)
increase in operating costs due to:

         o        $0.5 million (8.1%) increase in real estate taxes

         o        $0.4 million (51.1%) increase in management, professional and
                  advertising costs

         o        $0.2 million (24.7%) increase in security costs

         o        $0.1 million (2.7%) decrease in utility costs

The increase in operating costs were partially offset by $0.8 million (2.0%)
increase in cash revenue primarily due to:

         o        $1.4 million increase from replacement rents which were 39%
                  higher than previously fully-escalated rents, including early
                  renewals

         o        $0.4 million decrease from lower occupancy in 2002 (96.9%)
                  compared to 2001 (97.7%)

Approximately 86.0% of the quarterly electric expense was recovered through the
utility clause in the tenants' leases.

                                LEASING ACTIVITY

During the quarter, the Company signed 50 office leases totaling approximately
354,000 rentable square feet with starting office cash rents averaging $33.23
per square foot, a 44.4% increase over previously escalated cash rents averaging
$23.01 per square foot. Tenant concessions averaged 1.4 months of free rent and
an allowance for tenant improvements of $16.49 per square foot. This leasing
activity includes early renewals for 10 office leases totaling approximately
142,000 rentable square feet.


                                                                              3


<PAGE>


                                PROPERTY ACTIVITY

Due to the Company's intent to sell the property located at 50 West 23rd Street,
the property's assets and liabilities have been classified to assets and
liabilities held for sale on the balance sheet at September 30, 2002. As a
result, the Company's operating results have been restated to classify all of
the property's income to discontinued operations for all periods presented.

                               STRUCTURED FINANCE

At September 30, 2002, the structured finance portfolio, including preferred
equity interests, remained substantially unchanged from the previous quarter
totaling $194.7 million with a current yield of 12.40%, after seller financing.

                                      OTHER

As of September 30, 2002, the Company's portfolio consists of interests in 25
properties, aggregating 11.5 million square feet.

SL Green Realty Corp. is a self-administered and self-managed real estate
investment trust ("REIT") that acquires, owns and manages commercial office
properties in Manhattan. The Company is the only publicly held REIT which
exclusively specializes in this niche.

The company will host a conference call and audio web cast on TUESDAY, OCTOBER
22 AT 2:00 P.M. ET to discuss the financial results. The conference call can be
accessed by dialing (913) 981-4910. A replay of the call will be available
through October 29, 2002, by dialing (719) 457-0820 or (888) 203-1112,
confirmation code 163015. The call will be simultaneously broadcast via the
Internet and individuals who wish to access the conference call should go to
www.slgreen.com to log onto the call or to listen to a replay following the
call.

Financial Tables attached

To receive SL Green's latest news release and other corporate documents,
including the Third Quarter Supplemental Data, via FAX at no cost, please
contact the Investor Relations office at 212-216-1601. All releases and
supplemental data can also be downloaded directly from the SL Green website at:

www.slgreen.com.
---------------

THIS PRESS RELEASE CONTAINS CERTAIN" FORWARD-LOOKING STATEMENTS" WITHIN THE
MEANING OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995. ALTHOUGH THE
COMPANY BELIEVES THE EXPECTATIONS REFLECTED IN SUCH FORWARD LOOKING STATEMENTS
ARE BASED ON REASONABLE ASSUMPTIONS, ACTUAL RESULTS COULD VARY FROM THOSE
PRESENTED HEREIN. THE RISKS AND UNCERTAINTIES ASSOCIATED WITH FORWARD-LOOKING
STATEMENTS IN THIS RELEASE INCLUDE GENERAL ECONOMIC AND BUSINESS (PARTICULARLY
REAL ESTATE) CONDITIONS, THE IMPACT OF TERRORIST ATTACKS, THE BUSINESS
OPPORTUNITIES THAT MAY BE PRESENTED TO AND PURSUED BY THE COMPANY, CHANGES IN
LAWS OR REGULATIONS (INCLUDING CHANGES TO LAWS GOVERNING THE TAXATION OF
REITS),RISKS OF ACQUISITIONS, AVAILABILITY OF CAPITAL (DEBT AND EQUITY),
INCREASES IN FINANCING AND OTHER COSTS, COMPETITION, SUPPLY AND DEMAND FOR
PROPERTIES IN OUR CURRENT AND ANY PROPOSED MARKET AREAS, TENANTS' ABILITY TO PAY
RENT AT CURRENT OR INCREASED LEVELS, ACCOUNTING PRINCIPLES, POLICIES AND
GUIDELINES APPLICABLE TO REITS, ENVIRONMENTAL RISKS, TENANT BANKRUPTCIES AND
DEFAULTS, THE AVAILABILITY AND COST OF COMPREHENSIVE INSURANCE, INCLUDING
COVERAGE FOR TERRORIST ACTS, AND OTHER FACTORS, MANY OF WHICH ARE BEYOND THE
CONTROL OF THE COMPANY. WE UNDERTAKE NO OBLIGATION TO PUBLICLY UPDATE OR REVISE
ANY OF THE INFORMATION IN THIS PRESS RELEASE THAT BECOMES UNTRUE. FOR FURTHER
INFORMATION ON FACTORS THAT COULD IMPACT THE COMPANY, PLEASE REFER TO THE
COMPANY'S FILINGS WITH THE SECURITIES AND EXCHANGE COMMISSION.


                                      ###


                                                                              4
<PAGE>


                              SL GREEN REALTY CORP.
                       STATEMENTS OF OPERATIONS--UNAUDITED
                  (AMOUNTS IN THOUSANDS, EXCEPT PER SHARE DATA)

<TABLE>
<CAPTION>
                                                                           Three Months Ended                Nine Months Ended
                                                                              September 30,                    September 30,
                                                                          2002            2001               2002          2001
                                                                      -------------   --------------     -------------  -----------
<S>                                                                <C>               <C>               <C>            <C>
       REVENUE:
       Rental revenue                                                     $ 47,245         $ 46,237          $140,023      $151,138
       Escalations & reimbursement revenues                                  8,824            8,726            21,630        23,656
       Signage rent                                                            191              424               924           953
       Investment income                                                     3,871            3,306            11,420        11,626
       Preferred equity income                                               1,960              630             5,805           630
       Other income                                                          1,095              472             3,402         1,307
                                                                          --------         --------          --------      --------
          Total revenues                                                    63,186           59,795           183,204       189,310
      Total revenues                                                      --------         --------          --------      --------

      EXPENSES:
      Operating expenses including $1,722 and $5,068 (2002) and
          $2,298 and $4,123 (2001) to affiliates                            15,997           14,739            43,174        43,930
      Real estate taxes                                                      7,688            7,154            21,798        22,749
      Ground rent                                                            3,159            3,101             9,478         9,419
      Interest                                                               9,378            9,724            27,235        36,116
      Depreciation and amortization                                          9,795            8,792            28,648        27,192
      Marketing, general and administrative                                  3,160            4,116             9,719        11,331
                                                                          --------         --------          --------      --------
          Total expenses                                                    49,177           47,626           140,052       150,737
                                                                          --------         --------          --------      --------

      Income from continuing  operations before equity in net income
          (loss) from  affiliates, equity in net income of
          unconsolidated joint ventures, gain on sale, minority interest
          and a cumulative effect adjustment                                14,009           12,169            43,152        38,573
      Equity in net income (loss) from affiliates                               21              (57)              245          (984)
      Equity in net income from unconsolidated joint ventures                5,784            2,752            13,113         6,020
                                                                          --------         --------          --------      --------
          Operating earnings                                                19,814           14,864            56,510        43,609
      Gain on sale of rental properties                                         --              647                --         5,164
      Minority interest in operating partnership attributable to
          continuing operations                                             (1,167)            (950)           (3,380)       (3,313)
      Cumulative effect of change in accounting principle                       --               --                --          (532)
                                                                          --------         --------          --------      --------
       Income from continuing operations                                    18,647           14,561            53,130        44,298
       Income from discontinued operations, net of minority interest           789              786             2,034         2,076
                                                                          --------         --------          --------      --------
           Net income                                                       19,436           15,347            55,164        47,004
       Preferred stock dividends                                            (2,300)          (2,300)           (6,900)       (6,900)
       Preferred stock accretion                                              (123)            (114)             (368)         (343)
                                                                          --------         --------          --------      --------
           Net income available to common shareholders                    $ 17,013         $ 12,933          $ 47,896      $ 39,761
                                                                          ========         ========          ========      ========
           Net income per share (basic)                                   $   0.56         $   0.45          $   1.59      $   1.53
           Net income per share (diluted)                                 $   0.54         $   0.44          $   1.55      $   1.50
       Funds from operations (FFO)
           FFO per share (basic)                                          $   0.93         $   0.77          $   2.64      $   2.42
           FFO per share (diluted)                                        $   0.86         $   0.72          $   2.45      $   2.25
       FFO CALCULATION
       Income before minority  interests, preferred stock
           dividends, extraordinary loss, property sales and
           cumulative effect adjustment                                   $ 19,814         $ 14,864          $ 56,512      $ 43,609
       Less:
       Preferred stock dividend                                             (2,300)          (2,300)           (6,900)       (6,900)
       Add:
       FFO from discontinued operations                                        927            1,096             2,761         2,076
       Joint venture FFO adjustment                                          3,072            2,225             7,666         4,579
       Depreciation and amortization                                         9,795            8,791            28,648        27,956
       Amortization of deferred financing costs and depreciation of
           non-real estate assets                                          (1,046)          (1,055)           (3,086)       (3,371)
                                                                          --------         --------          --------      --------
       FFO - BASIC                                                          30,262           23,621            85,601        68,562
       Add:  Preferred stock dividends                                       2,300            2,300             6,900         6,900
                                                                          --------         --------          --------      --------
       FFO - DILUTED                                                      $ 32,562         $ 25,921          $ 92,497      $ 75,462
                                                                          ========         ========          ========      ========
       Basic ownership interests

           Weighted average REIT common shares                              30,357           28,511            30,185        25,988
           Weighted average partnership units held by minority
                interest                                                     2,180            2,280             2,224         2,286
                                                                          --------         --------          --------      --------
       Basic weighted average shares and units outstanding                  32,537           30,791            32,409        28,274
                                                                          ========         ========          ========      ========
       Diluted ownership interest
           Weighted average REIT common and common share equivalent         30,932           29,093            30,850        26,506
                shares
           Weighted average partnership units held by minority               2,180            2,280             2,224         2,286
                interests
           Common share equivalents for preferred stock                      4,699            4,699             4,699         4,699
                                                                          --------         --------          --------      --------
       Diluted weighted average equivalent shares and units
                outstanding                                                 37,811           36,072            37,773        33,491
                                                                          ========         ========          ========      ========
</TABLE>


                                                                               5
<PAGE>


                              SL GREEN REALTY CORP.
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                             (Amounts in Thousands)

<TABLE>
<CAPTION>
                                                                            September 30,          December 31,
                                                                                 2002                  2001
                                                                           ----------------       -------------
                                                                             (Unaudited)
<S>                                                                     <C>                      <C>
ASSETS
Commercial real estate properties, at cost:
Land and land interests                                                       $  131,078           $  138,337
Buildings and improvements                                                       675,499              689,094
Building leasehold                                                               147,911              144,736
Property under capital lease                                                      12,208               12,208
                                                                              ----------           ----------
                                                                                 966,696              984,375
Less accumulated depreciation                                                   (119,056)            (100,776)
                                                                              ----------           ----------
                                                                                 847,640              883,599

Assets held for sale                                                              29,060                   --
Cash and cash equivalents                                                         25,555               13,193
Restricted cash                                                                   32,538               38,424
Tenant and other receivables, net of allowance of $5,860 and
     $3,629 reserve in 2002 and 2001, respectively                                 8,102                8,793
Related party receivables                                                          4,832                3,498
Deferred rents receivable net of allowance of $6,321 and $5,264 in
     2002 and 2001, respectively                                                  54,992               51,855
Investment in and advances to affiliates                                           3,140                8,211
Structured finance investments, net of discount of $303 and $593 in
     2002 and 2001, respectively                                                 194,709              188,638
Investments in unconsolidated joint ventures                                     217,108              123,469
Deferred costs, net                                                               34,957               34,901
Other assets                                                                      14,569               16,996
                                                                              ----------           ----------
Total assets                                                                  $1,467,202           $1,371,577
                                                                              ==========           ==========


LIABILITIES AND STOCKHOLDERS' EQUITY
Mortgage notes payable                                                        $  374,800           $  409,900
Revolving credit facility                                                        173,931               94,931
Derivative instruments at fair value                                               8,540                3,205
Accrued interest payable                                                           1,801                1,875
Accounts payable and accrued expenses                                             32,893               22,819
Deferred compensation awards                                                         671                1,838
Deferred revenue/gain                                                              3,842                1,381
Capitalized lease obligations                                                     15,895               15,574
Deferred land lease payable                                                       14,466               14,086
Dividend and distributions payable                                                16,693               16,570
Security deposits                                                                 19,420               18,829
Liabilities related to assets held for sale                                       22,545                   --
                                                                              ----------           ----------
Total liabilities                                                                685,497              601,008
                                                                              ----------           ----------

Commitments and contingencies                                                     44,941               46,430

8% Preferred Income Equity Redeemable Shares $0.01 par value, $25.00
     mandatory liquidation preference, 25,000 shares authorized, 4,600
     outstanding at September 30, 2002 and December 31, 2001                     111,599              111,231

STOCKHOLDERS' EQUITY
Common stock, $0.01 par value 100,000 shares authorized, 30,376 and
     29,978 issued and outstanding at September 30, 2002 and
     December 31, 2001, respectively                                                 303                  300
Additional paid-in capital                                                       591,668              583,350
Deferred compensation plan                                                        (5,987)              (7,515)
Accumulated other comprehensive loss                                              (8,279)              (2,911)
Retained earnings                                                                 47,460               39,684
                                                                              ----------           ----------
Total stockholders' equity                                                       625,165              612,908
                                                                              ----------           ----------

Total liabilities and stockholders' equity                                    $1,467,202           $1,371,577
                                                                              ==========           ==========
</TABLE>


                                                                              6


<PAGE>


                              SL GREEN REALTY CORP.
                        SELECTED OPERATING DATA-UNAUDITED


<TABLE>
<CAPTION>
                                                                          September 30,
                                                                      2002            2001
                                                                      ----            ----
<S>                                                                <C>             <C>
   OPERATING DATA:

   Net rentable area at end of period (in 000's)(1)                  11,533          10,036
   Portfolio occupancy percentage at end of period                    97.0%           97.5%
   Same store occupancy percentage at end of period                   96.9%           97.7%
   Number of properties in operation                                     25              25
   Office square feet leased (rentable)                             354,000         263,000
   Average mark-to-market percentage-office                           44.4%           40.4%
   Average rent per rentable square feet                             $33.23          $40.10
</TABLE>



(1)      Includes wholly owned and majority and minority owned properties.



                                                                              7

</TEXT>
</DOCUMENT>
</SUBMISSION>
