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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 (Date of earliest event reported): April 29, 2004


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

Maryland
(STATE OF INCORPORATION)
  1-13199
(COMMISSION FILE NUMBER)
  13-3956775
(IRS EMPLOYER ID. NUMBER)

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


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




ITEM 5. OTHER EVENTS AND REGULATION FD DISCLOSURE

ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS

(c)
EXHIBITS

1.1
Underwriting Agreement, dated April 29, 2004, by and among SL Green Realty Corp., SL Green Operating Partnership, L.P., Wachovia Capital Markets, LLC and the several underwriters listed therein.

4.1
Articles Supplementary designating the Company's 7.875% Series D Cumulative Redeemable Preferred Stock, liquidation preference $25.00 per share, par value $.01 per share.

4.2
Form of stock certificate evidencing the 7.875% Series D Cumulative Redeemable Preferred Stock of the Company, liquidation preference $25.00 per share, par value $.01 per share.

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SIGNATURES

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

    SL GREEN REALTY CORP.

 

 

By:

/s/  
GREGORY F. HUGHES      
Gregory F. Hughes
Chief Financial Officer

Date: May 20, 2004

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SIGNATURES

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EXHIBIT 1.1


2,400,000 Shares

SL GREEN REALTY CORP.

Preferred Stock

UNDERWRITING AGREEMENT

April 29, 2004

Wachovia Capital Markets, LLC
As Representative of the several Underwriters,
c/o Wachovia Capital Markets, LLC
301 S. College Street
Charlotte, North Carolina 28288

Dear Ladies and Gentlemen:

        SL Green Realty Corp., a Maryland corporation (the "Company"), which qualifies for federal income tax purposes as a real estate investment trust pursuant to Sections 856 through 860 of the Internal Revenue Code of 1986, as amended, including the regulations and published interpretations thereunder (the "Code"), and SL Green Operating Partnership, L.P., a Delaware limited partnership and the sole general partner of which is the Company (the "Operating Partnership" and together with the Company, the "Transaction Entities") each wish to confirm as follows its agreement with each of the Underwriters named in Schedule I hereto (the "Underwriters"), with respect to (i) the sale by the Company and the purchase by the Underwriters (the "Offering"), of an aggregate of 2,400,000 shares of the Company's 7.875% Series D Cumulative Redeemable Preferred Stock (Liquidation Preference $25.00 per share), par value $0.01 per share ("Preferred Stock"); and (ii) the grant by the Company to the Underwriters, of the option described in Section 2(b) hereof to purchase all or any part of 360,000 additional shares of Preferred Stock. The 2,400,000 shares of Preferred Stock to be purchased by the Underwriters (the "Initial Shares") and all or any part of the 360,000 shares of Preferred Stock subject to the option described in Section 2(b) hereof (the "Option Shares") are hereinafter called, collectively, the "Shares."

        Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Prospectus (as hereinafter defined).

        The Transaction Entities understand that the several Underwriters propose to make a public offering of the Shares as soon as the Underwriters deem advisable after this Agreement has been executed and delivered.

        1.    Representations, Warranties and Agreements of the Transaction Entities.    Each of the Transaction Entities, jointly and severally, represents, warrants and agrees that, as of the date hereof and as of the Closing Date (as hereinafter defined):


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3


4


5


6


7


8


9


10


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        2.    Purchase of the Shares by the Underwriters.    

        3.    Offering of Shares by the Underwriters.    Upon authorization by the Underwriters of the release of the Shares, the several Underwriters propose to offer the Shares for sale upon the terms and conditions set forth in the Prospectus.

        4.    Delivery of and Payment for the Shares.    

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        5.    Further Agreements of the Company.    The Company agrees:

14


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        6.    Expenses.    The Transaction Entities jointly and severally agree to pay (a) the costs incident to the authorization, issuance, sale and delivery of the Shares and any taxes payable in that connection; (b) the costs incident to the preparation, printing, filing and distribution under the Securities Act of the Registration Statement and any amendments and exhibits thereto; (c) the costs of distributing the Registration Statement as originally filed and each amendment thereto and any post-effective amendments thereof (including, in each case, exhibits), and the costs incident to the preparation, printing, filing and distribution of any Preliminary Prospectus Supplement, the Prospectus Supplement and any amendment or supplement to the Prospectus Supplement and any document incorporated by reference therein, all as provided in this Agreement; (d) the costs of producing and distributing this Agreement and any other related documents in connection with the offering, purchase, sale and delivery of the Shares; (f) the filing fees, if any, incident to securing any required review by the NASD of the terms of sale of the Shares; (g) any applicable listing or other fees; (h) the fees and expenses of qualifying the Shares under the securities laws of the several jurisdictions as provided in Section 5(i) and of preparing, printing and distributing a Blue Sky Memorandum (including related reasonable fees and expenses of counsel to the Underwriters); (i) the costs of preparing certificates for the Shares; (j) all other costs and expenses incident to the performance of the obligations of the Transaction Entities under this Agreement; (k) the costs and charges of any dividend disbursing agent; (l) the costs and charges of any transfer agent and registrar; (m) any expenses incurred by the Company in connection with a "road show" presentation to potential investors; (n) the fees and disbursements of the Company's counsel and accountants; provided that, except as provided in this Section 6, Section 9 and Section 12, the Underwriters shall pay their own costs and expenses, including the costs and expenses of their counsel, any transfer taxes on the Shares which it may sell and the expenses of advertising any offering of the Shares made by the Underwriters; and (o) the performance

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of the Company's other obligations hereunder (including, without limitation, costs incurred in closing the purchase of the Option Shares, if any).

        7.    Conditions of Underwriter's Obligations.    The obligations of the Underwriters hereunder are subject to the accuracy, when made and on the Closing Date and on each Date of Delivery (if any), of the representations and warranties of the Transaction Entities contained herein, to the performance by each Transaction Entity and its obligations hereunder, and to each of the following additional terms and conditions:

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        All opinions, letters, evidence and certificates mentioned above or elsewhere in this Agreement shall be deemed to be in compliance with the provisions hereof only if they are in form and substance reasonably satisfactory to counsel for the Underwriters.

        Any certificate or document signed by any officer of the Transaction Entities and delivered to the Underwriters, or to counsel for the Underwriters, shall be deemed a representation and warranty by the Transaction Entities to the Underwriters as to the statements made therein.

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        8.    Effective Date of Agreement.    This Agreement shall become effective: (i) upon the execution hereof by the parties hereto; or (ii) if, at the time this Agreement is executed and delivered, it is necessary for a post-effective amendment to the Registration Statement to be declared effective before the offering of the Shares may commence, when notification of the effectiveness of such post-effective amendment has been released by the Commission.

        9.    Indemnification and Contribution.    

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21


        10.    Default by one or more of the Underwriters.    

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        11.    Termination.    The several obligations of each Underwriter hereunder may be terminated by notice given to and received by the Company prior to delivery of and payment for the Shares if, prior to that time, any of the following events shall have occurred or if the Underwriters shall decline to purchase the Shares for any reason permitted under this Agreement:

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        12.    Reimbursement of Underwriters' Expenses.    If (a) the Company shall fail to tender the Shares for delivery to the Underwriters by reason of any failure, refusal or inability on the part of the Transaction Entities to perform any agreement on their part to be performed, or because any condition specified in Section 11 hereof required to be fulfilled by the Transaction Entities is not fulfilled, the Transaction Entities will reimburse the Underwriters for all reasonable out-of-pocket expenses (including reasonable fees and disbursements of counsel) incurred by the Underwriters in connection with this Agreement and the proposed purchase of the Shares, and upon demand the Transaction Entities shall pay the full amount thereof to the Underwriters. If this Agreement is terminated pursuant to Section 10(c)(i) by reason of default of any Underwriter, the Transaction Entities shall not be obligated to reimburse the Underwriters on account of those expenses; provided, however, that if this Agreement is terminated pursuant to Section 10(c)(ii) by reason of default of any Underwriter, the Transaction Entities shall not be obligated to reimburse such defaulting Underwriter on account of these expenses but nonetheless shall be obligated to reimburse the non-defaulting Underwriters on account of these expenses.

        13.    Notices, etc.    All statements, requests, notices and agreements hereunder shall be in writing, and:

        14.    Persons Entitled to Benefit of Agreement.    This Agreement shall inure to the benefit of and be binding upon the Underwriters, the Transaction Entities, and their respective personal representatives and successors. This Agreement and the terms and provisions hereof are for the sole benefit of only those persons, except that (a) the representations, warranties, indemnities and agreements of the Transaction Entities contained in this Agreement shall also be deemed to be for the benefit of the person or persons, if any, who control any Underwriter within the meaning of Section 15 of the Securities Act and (b) the indemnity agreement of each Underwriter contained in Section 9(b) of this Agreement shall be deemed to be for the benefit of directors and officers of the Company who have signed the Registration Statement and any person controlling the Transaction Entities within the meaning of Section 15 of the Securities Act. Nothing in this Agreement is intended or shall be construed to give any person, other than the persons referred to in this Section 14, any legal or equitable right, remedy or claim under or in respect of this Agreement or any provision contained herein.

        15.    Survival.    The respective indemnities, representations, warranties and agreements of the Transaction Entities and the several Underwriters contained in this Agreement or made by or on behalf on them, respectively, pursuant to this Agreement, shall survive the delivery of and payment for the Shares and shall remain in full force and effect, regardless of any investigation made by or on behalf of any of them or any person controlling any of them.

        16.    Definition of the Terms "Business Day" and "Subsidiary".    For purposes of this Agreement, (a) "business day" means any day on which the New York Stock Exchange, Inc. is open for trading and (b) "subsidiary" has the meaning set forth in Rule 405 of the Securities Act Regulations.

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        17.    Governing Law.    This Agreement shall be governed by and construed in accordance with the laws of New York.

        18.    Counterparts.    This Agreement may be executed in one or more counterparts and, if executed in more than one counterpart, the executed counterparts shall each be deemed to be an original but all such counterparts shall together constitute one and the same instrument.

        19.    Headings.    The headings herein are inserted for convenience of reference only and are not intended to be part of, or to affect the meaning or interpretation of, this Agreement.

        If the foregoing correctly sets forth the agreement between the Company and the Underwriters, please indicate your acceptance in the space provided for that purpose below.

    Very truly yours,
SL GREEN REALTY CORP.

 

 

By:

/s/  
GREGORY F. HUGHES      
     
Name:    Gregory F. Hughes
Title:    Chief Financial Officer

 

 

SL GREEN OPERATING PARTNERSHIP, L.P.

 

 

By:

SL Green Realty Corp.,
its general partner

 

 

By:

/s/  
GREGORY F. HUGHES      
     
Name:    Gregory F. Hughes
Title:    Chief Financial Officer

Accepted:

 

 

 

 

WACHOVIA CAPITAL MARKETS, LLC

 

 

By:

 

 

 

 

 

 
    /s/  TERESA HEE      
Name:    Teresa Hee
Title:    Director
       

For itself and the several Underwriters named in
Schedule I to the foregoing Agreement.

 

 

 

 

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SCHEDULE I

Underwriter

  Number of Initial Shares to be Purchased
Wachovia Capital Markets, LLC.   408,000
A.G. Edwards & Sons, Inc.   312,000
Deutsche Bank Securities Inc.   312,000
Legg Mason Wood Walker, Incorporated   312,000
Lehman Brothers Inc.   312,000
McDonald Investments Inc.   312,000
Raymond James & Associates, Inc.   312,000
Advest Inc.   24,000
Ferris, Baker Watts, Incorporated   24,000
Oppenheimer & Co. Inc.   24,000
Pershing LLC   24,000
Stifel, Nicolaus & Company Incorporated   24,000
   
Total   2,400,000
   

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SCHEDULE II


Title of Shares:

 

7.875% Series D Preferred Stock, par value $0.01 per share

Number of Initial Shares:

 

2,400,000

Number of Option Shares:

 

Up to 360,000

Initial Offering Price to Public:

 

$25.00, plus accrued dividends, if any, from the date of original issuance

Purchase Price by Underwriters:

 

$24.2125, plus accrued dividends, if any, from the date of original issuance

Commission Payable to Underwriters:

 

$1,890,000

Form of Designated Shares:

Specified Funds for Payment of Purchase Price:

Time of Delivery:

Closing Location:

Names and addresses of Underwriters:

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ATTACHMENT A

Asset

  Outstanding
Principal Balance*

  Interest
Accrued

  Fee
Late

140 East 45th Street1,2
(2 Grand Central Tower)
New York, NY
  25,000,000   148,757  
1412 Broadway1
New York, NY
  7,780,272   -0-  
500-512 7th Avenue1
New York, NY
  15,000,000   115,562  
50 West 23rd Street1
New York, NY
  11,000,000   113,941  
469 7th Avenue1
New York, NY
  5,479,085   47,916  
132 West 31st Street1
New York, NY
  8,000,000   77,332  
225 West 34th Street1, 3
New York, NY
  59,379,645   494,808  
40 Wall Street1
New York, NY
  30,000,000   150,981  
1370 Broadway1
New York, NY
  3,987,299   12,848  
461 5th Avenue
New York, NY
  3,500,000   -0-  
601 West 26th Street1
New York, NY
  40,000,000   259,104  
EAB Plaza1
Uniondale, NY
  15,000,000   248,926  
609 5th Avenue1
New York, NY
  14,910,777   11,972  
11 Madison Avenue1
New York, NY
  37,500,000   243,041  
530 Fifth Avenue,
New York, NY
  36,000,000   -0-  

*
As of 3/31/04.

1
Fleet secured line.

2
Repaid on 4/9/04.

3
Repaid on 4/1/04.

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EXHIBIT A

        The following information appearing in the Prospectus has been furnished by the Underwriters expressly for use in the preparation of the Prospectus:

1.
The names of the Underwriters.

2.
The following information contained in the Prospectus Supplement under the caption "Underwriting":

a.
The allocation of securities among the Underwriters in the table following the first paragraph;

b.
The information regarding dealer compensation in the third paragraph; and

c.
The information regarding stabilization in the seventh, eighth and ninth paragraphs.


EXHIBIT B

Opinion of Clifford Chance LLP

(i)
The Company has been duly organized and is validly existing as a corporation in good standing under the laws of the State of Maryland and is in good standing with the State Department of Assessments and Taxation of Maryland. The Company has the requisite power and authority necessary to own, lease and operate its properties or other assets and to conduct its business as described in the Registration Statement and the Prospectus and to enter into and perform its obligations under the Underwriting Agreement and to execute, deliver and file the Articles Supplementary and is duly qualified or registered as a foreign corporation to transact business and is in good standing in each jurisdiction identified in Schedule 1 to our opinion, except where the failure to so qualify would not have a Material Adverse Effect.

(ii)
All of the outstanding (a) [    ] shares of common stock, par value $.01 per share (the "Common Stock") and 6,300,000 shares of Series C Cumulative Redeemable Preferred Stock, par value $.01 per share, have been duly and validly authorized; all such issued and outstanding shares of capital stock of the Company are validly issued, fully paid and non-assessable and conform, in all material respects, to the description thereof contained in the Prospectus and were offered and sold by the Company in compliance with all applicable laws (including, without limitation, federal and state securities laws); and (b) 1,000,000 shares of Series B Junior Participating Preferred Stock have been duly and validly authorized. Except as described in the Prospectus, to our knowledge, no shares of capital stock of the Company are reserved for any purpose except for shares of Common Stock reserved for issuance in connection with the (i) conversion or exchange of units of partnership interest in the Operating Partnership (the "Units") and (ii) exercise of options or the grant of other share-based awards under the Amended 1997 Stock Option and Incentive Plan (the "Plan"). Except as described in the Prospectus and except for the Units, the options, and the grant of other share-based awards under the Plan, to our knowledge, there are no outstanding securities convertible into or exchangeable for any shares of capital stock of the Company and no outstanding options, rights (preemptive or otherwise) or warrants to purchase or subscribe for such shares of capital stock or any other securities of the Company arising under the Maryland General Corporation Law ("MGCL") or under the charter or by-laws of the Company or any contracts to which the Company is a party of which we are aware.

(iii)
All of the outstanding [            ] common Units and 6,300,000 Series C Cumulative Redeemable Preferred Units have been duly authorized by the Operating Partnership and, assuming that the holders of any such Units, as limited partners of the Operating Partnership, do not participate in the control of the business of the Operating Partnership, the Units represent validly issued and fully paid limited partner interests in the Operating Partnership as to which the limited partners holding Units, in their capacity as limited partners of the Operating Partnership, have no liability in excess of their obligations to make contributions to the Operating Partnership, their obligations to make other payments provided for in the Operating Partnership Agreement and their share of the Operating Partnership's assets and undistributed profits (subject to the obligation of a limited partner of the Operating Partnership to repay any funds wrongfully distributed to it). Additionally, 1,000,000 Series B Junior Participating Preferred Units have been duly authorized and validly issued. Except as described in the Prospectus and except for Units issuable under the Limited Liability Company Agreement of MSSG Realty Partners I, LLC, the Limited Liability Company Agreement of MSSG Realty Partners II, LLC and the Limited Liability Company Agreement of MSSG Realty Partners III, LLC and in connection with shares of Common Stock issued upon the exercise of options, and the grant of other share-based awards under the Plan, to our knowledge, no Units are reserved for any purpose, there are no outstanding securities convertible into or exchangeable for any Units and there are no outstanding options, rights (preemptive or otherwise) or warrants to purchase or subscribe for Units or any other securities of the Operating Partnership arising under the Revised Uniform Limited Partnership Act of Delaware ("DRULPA") or under the Operating Partnership Agreement or any contracts to which the Operating Partnership is a

(iv)
The Securities to be purchased by the Underwriters from the Company have been duly authorized for issuance and sale to the Underwriters pursuant to, and in accordance with the terms of, the Underwriting Agreement and, when issued and delivered by the Company pursuant to the Underwriting Agreement against payment of the consideration set forth in the Underwriting Agreement, will be validly issued, fully paid and non-assessable and the issuance and sale of the Securities by the Company is not subject to any preemptive or other similar rights to purchase or subscribe for shares of capital stock of the Company arising under the MGCL or the charter or the by-laws of the Company or any contracts to which the Company is a party of which we are aware. The terms of the Securities conform in all material respects to all statements and descriptions related thereto contained in the Prospectus and conform to the provisions of the Articles Supplementary and the relative rights, preferences, interests and powers of the Securities are as set forth in the Articles Supplementary, and all such provisions are valid under the MGCL. The form of certificate used to evidence the Securities complies, in all material respects, with all applicable requirements of the MGCL, with any applicable requirements of the charter or by-laws of the Company and the requirements of the New York Stock Exchange.

(v)
The Operating Partnership has been duly organized and is validly existing as a limited partnership in good standing under the laws of the State of Delaware and has the requisite power and authority to own, lease and operate its properties and other assets and to conduct the business in which it is engaged as described in the Registration Statement and the Prospectus and to enter into and perform its obligations under the Underwriting Agreement and is duly qualified or registered as a foreign limited partnership to transact business and is in good standing in each jurisdiction listed in Schedule 2 to our opinion, except where the failure to so qualify would not have a Material Adverse Effect. The Company is the sole general partner of the Operating Partnership.

(vi)
(A) The Underwriting Agreement has been duly and validly authorized, executed and delivered by each of the Company and the Operating Partnership; (B) the Operating Partnership Agreement has been duly and validly authorized, executed and delivered by the Company and is a valid and binding agreement, enforceable against the Company in accordance with its terms, except to the extent that such enforceability may be limited by applicable bankruptcy, insolvency, reorganization or other similar laws relating to or affecting creditors' rights and general principles of equity and except as rights to indemnity and contribution thereunder may be limited by applicable law or policies underlying such law; and (C) the Articles Supplementary have been duly authorized, executed and delivered by the Company and the Articles Supplementary have been filed with the State Department of Assessments and Taxation of Maryland by the Company.

(vii)
The Registration Statement, at the time that it became effective and at the time the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2003 ("Form 10-K") was filed, and the Prospectus, as of its date and as of the date hereof (in each case, other than the financial statements, supporting schedules and other financial and statistical data included or incorporated by reference therein or omitted therefrom, as to which no opinion is rendered), complied or comply, as applicable, as to form, in all material respects, with the applicable requirements of the Securities Act and the Regulations.

(viii)
The documents incorporated by reference in the Prospectus (other than the financial statements, supporting schedules and other financial and statistical data included or incorporated by reference therein or omitted therefrom, as to which no opinion is rendered), at the later of the time when they were filed or amended with the Commission, complied as to form, in all material respects, with the applicable requirements of the Securities Act, the Regulations, the Exchange Act, and the rules and regulations of the Commission thereunder.

(ix)
To our knowledge and except as described or incorporated by reference in the Prospectus, there are no legal or governmental proceedings pending to which the Company or the Operating

(x)
The information in the Prospectus under "Description of the Series D Preferred Stock", "Description of Preferred Stock", "Certain Anti-takeover Provisions of Maryland Law" and "Restrictions on Ownership of Capital Stock" to the extent that it constitutes matters of law, summaries of legal matters, the Company's charter and by-laws, legal proceedings or legal conclusions, has been reviewed by us and is correct in all material respects.

(xi)
All descriptions in the Registration Statement of contracts and other documents which are filed as exhibits to the Company's Form 10-K and to the Current Reports on Form 8-K filed with the Commission on January 9, 2004 and January 14, 2004 (the "8-Ks") to which the Company, the Operating Partnership or any Subsidiary is a party are accurate in all material respects. To our knowledge, there are no contracts or other documents which are required to be described in the Prospectus or filed as exhibits to the Registration Statement by the Securities Act or by the Regulations which have not been described in the Prospectus or filed as exhibits to the Registration Statement or incorporated therein by reference as permitted by the Regulations.

(xii)
To our knowledge and other than as described in the Prospectus, neither the Company nor the Operating Partnership (i) is in violation of its charter, by-laws, certificate of limited partnership, agreement of limited partnership or other similar organizational document, (ii) is in default, and no event has occurred which, with notice or lapse of time or both, would constitute a default, in the due performance or observance of any term, covenant or condition contained in any material indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which it is a party or by which it is bound or to which any of the Properties or any of its other properties or assets is subject and which has been filed as an exhibit to the Registration Statement or (iii) is in violation of any law, ordinance, governmental rule, regulation or court decree to which it or the Properties or any of its other properties or assets is subject or has failed to obtain any material license, permit, certificate, franchise or other governmental authorization or permit necessary to the ownership of the Properties or any of its other properties or assets or to the conduct of its business, except, in the case of each of (i), (ii) and (iii) immediately above, any such violation or default that would not have a Material Adverse Effect.

(xiii)
To our knowledge, no relationship, direct or indirect, exists between or among the Company or the Operating Partnership on the one hand, and the directors, officers, stockholders, customers or suppliers of the Company or the Operating Partnership on the other hand, which is required to be described in the Prospectus which is not so described.

(xiv)
No filing or registration with, or authorization, approval, consent, order of, any U.S. federal, Maryland, Delaware or New York State court or governmental authority or agency, domestic or foreign (other than as may be required under the Securities Act, the Regulations, the Exchange Act, the rules and regulations thereunder, the New York Stock Exchange, the securities, blue sky or real estate syndication laws of the various states or the rules and regulations of the NASD, as to which we express no opinion) is required in connection with the due authorization, execution, delivery and performance of the Underwriting Agreement or for the offering, issuance, sale or delivery of the Securities, except such as have been made.

(xv)
The execution, delivery and performance of the Underwriting Agreement by the Company and the Operating Partnership and the consummation of the transactions contemplated in the Underwriting Agreement will not (as of the date hereof) conflict with or result in a breach or violation of any of the terms, conditions or provisions of, or constitute a default under any of the terms, conditions or provisions of: (i) any note, bond, indenture, mortgage, deed of trust, lease, license, contract, loan agreement or other agreement or instrument to which the Company or the Operating Partnership is a party or by which the Company or the Operating Partnership is bound

(xvi)
To our knowledge, other than as set forth or referred to in the Prospectus and Registration Statement and except for the Morgan Stanley Registration Rights Agreement and the SIC Registration Rights Agreement there are no contracts, agreements or understandings between the Company and any person granting such person the right to require the Company to file a registration statement under the Securities Act with respect to any securities of the Company owned or to be owned by such person or to require the Company to include such securities in the securities registered pursuant to the Registration Statement or any other Registration Statement filed by the Company under the Securities Act.

(xvii)
Neither the Company nor the Operating Partnership is an "investment company" within the meaning of such term under the Investment Company Act of 1940, as amended and the rules and regulations of the Commission thereunder.

(xviii)
The required filings of the Prospectus pursuant to Rule 424(b) promulgated pursuant to the Securities Act have been made in the manner and within the time period required by Rule 424(b).

        In addition, we have participated in the preparation of the Prospectus and participated in discussions with certain officers, directors and employees of the Company, representatives of Ernst & Young LLP, the independent accountants who examined the financial statements of the Company included or incorporated by reference in the Registration Statement and the Prospectus, and you and your representatives and we have reviewed certain corporate and partnership records and documents. While we have not independently verified and are not passing upon, and do not assume any responsibility for, the accuracy, completeness or fairness of the information (other than as provided in opinion (x) above) contained in the Registration Statement and the Prospectus (including any of the documents incorporated by reference therein except as set forth in opinion (viii) above), on the basis of such participation and review, nothing has come to our attention that would lead us to believe that the Registration Statement (except for financial statements, supporting schedules and other financial and statistical data included or incorporated by reference therein or omitted therefrom, as to which we do not express any belief), at the time such Registration Statement became effective, as of the date the Company's Form 10-K was filed, or as of the date of the Underwriting Agreement, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading or that the Prospectus (except for financial statements, supporting schedules and other financial and statistical data included or incorporated by reference therein or omitted therefrom, as to which we do not express any belief), at the time the Prospectus was issued, or at the date hereof, contained or contains an untrue statement of a material fact or omitted or omits to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.




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2,400,000 Shares SL GREEN REALTY CORP. Preferred Stock UNDERWRITING AGREEMENT
SCHEDULE I
SCHEDULE II
ATTACHMENT A
EXHIBIT A
EXHIBIT B Opinion of Clifford Chance LLP

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EXHIBIT 4.1

SL GREEN REALTY CORP.


ARTICLES SUPPLEMENTARY ESTABLISHING AND FIXING THE RIGHTS AND
PREFERENCES OF A SERIES OF SHARES OF PREFERRED STOCK

        SL Green Realty Corp., a Maryland corporation (the "Corporation"), having its principal office in New York, New York certifies to the State Department of Assessments and Taxation of Maryland that:

        FIRST:    Under a power contained in Section 2-208 of the Maryland General Corporation Law and Article VI of the Corporation's Articles of Incorporation, as heretofore amended (which, as hereafter restated or amended from time to time, are together with these Articles Supplementary herein called the "Charter") the Board of Directors (the "Board") and the pricing committee thereof, by resolutions duly adopted on April 7, 2004 and April 28, 2004, respectively, classified and designated 2,760,000 shares of the unissued preferred stock, par value $.01 per share, of the Corporation ("Preferred Stock") as 7.875% Series D Cumulative Redeemable Preferred Stock, with the preferences, rights, voting powers, restrictions, limitations as to dividends and other distributions, qualifications and terms and conditions of redemption of the shares of such series of Preferred Stock, which upon any restatement of the Charter shall be included as part of Article VI of the Charter, as follows:

        (1)    Designation and Number.    A series of Preferred Stock of the Corporation, designated the "7.875% Series D Cumulative Redeemable Preferred Stock" (the "Series D Preferred"), is hereby established. The par value of the Series D Preferred is $.01 per share, which is not a change in the par value of the Preferred Stock as set forth in the Charter. The number of shares of Series D Preferred shall be 2,760,000.

        (2)    Rank.    The Series D Preferred shall, with respect to rights to the payment of dividends and the distribution of assets upon any voluntary or involuntary liquidation, dissolution or winding up of the Corporation, rank (a) senior to the common stock, par value $0.01, of the Corporation ("Common Stock"), the Series B Junior Participating Preferred Stock of the Corporation and any other class or series of capital stock issued by the Corporation the terms of which provide that such class or series of capital stock shall rank junior to such Series D Preferred as to the payment of dividends and the distribution of assets upon any liquidation, dissolution or winding up of the Corporation ("Junior Stock"); (b) on a parity with the 7.625% Series C Cumulative Redeemable Preferred Stock and any other class or series of capital stock issued by the Corporation other than those referred to in clauses (a) and (c) that specifically provide that such class or series of capital stock ranks, as to the payment of dividends and the distribution of assets upon any liquidation, dissolution or winding up of the Corporation, on a parity with the Series D Preferred ("Parity Stock"); and (c) junior to any class or series of capital stock issued by the Corporation in accordance with Section 7(d), the terms of which specifically provide that such class or series, as to the payment of dividends and the distribution of assets upon any liquidation, dissolution or winding up of the Corporation, ranks senior to the Series D Preferred ("Senior Stock"). The term "capital stock" shall not include convertible debt securities.

        (3)    Dividends.    


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        (4)    Liquidation Preference.    

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        (5)    Redemption by Holders.    Shares of Series D Preferred are not redeemable at any time at the option of the holders thereof.

        (6)    Redemption by the Corporation.    

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        (7)    Voting Rights.    

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        (8)    Ownership Limitations.    Notwithstanding Article VII of the Articles, the provisions of this Section 8 shall apply with respect to the limitations on the ownership and acquisition of shares of Series D Preferred. Capitalized terms in this Section 8 which are not otherwise defined herein shall have the meanings corresponding to such terms set forth in Section 10.

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        (9)    Conversion.    The shares of Series D Preferred are not convertible or exchangeable for any other property or securities of the Corporation.

        (10)    Definitions.    

        "Acquire."    The term "Acquire" shall mean the acquisition of Beneficial Ownership or Constructive Ownership of shares of Preferred Equity Stock by any means including, without limitation, a Transfer, the exercise of or right to exercise any rights under any option, warrant, convertible security, pledge or other security interest or similar right to acquire shares, but shall not include the acquisition of any such rights unless, as a result, the acquiror would be considered a Beneficial Owner or Constructive Owner, as defined below and shall not include Beneficial Ownership or Constructive Ownership that does not result from an acquisition. The term "Acquisition" shall have the correlative meaning.

        "Aggregate Stock Ownership Limit."    The term "Aggregate Stock Ownership Limit" shall mean 9% in value of the aggregate of the outstanding shares of Capital Stock. The value of shares of the

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outstanding shares of Capital Stock shall be determined by the Board of the Corporation in good faith, which determination shall be conclusive for all purposes thereof.

        "Beneficial Ownership."    The term "Beneficial Ownership" shall mean ownership of Series D Preferred or Series D Excess Preferred by a Person who is or would be treated as an owner of such Series D Preferred or Series D Excess Preferred either directly or constructively through the application of Section 544 of the Code, as modified by Section 856(h)(1)(B) of the Code. The terms "Beneficial Owner," "Beneficially Owns" and "Beneficially Owned" shall have the correlative meanings.

        "Business Day."    The term "Business Day" shall mean any day, other than a Saturday or Sunday, that is neither a legal holiday nor a day on which banking institutions in The City of New York are authorized or required by law, regulation or executive order to close.

        "Capital Stock."    The term "Capital Stock" shall mean all classes or series of stock of the Corporation, including, without limitation, Common Equity and Preferred Equity Stock.

        "Charitable Beneficiary."    The term "Charitable Beneficiary" shall mean a beneficiary of the Trust as determined pursuant to Section 8(k).

        "Common Equity."    The term "Common Equity" shall mean all shares now or hereafter authorized of any class of common stock of the Corporation, including the Common Stock, and any other stock of the Corporation, howsoever designated, authorized after the initial Issue Date, which has the right (subject always to prior rights of any class or series of preferred stock) to participate in the distribution of the assets and earnings of the Corporation without limit as to per share amount.

        "Constructive Ownership."    The term "Constructive Ownership" shall mean ownership of Series D Preferred or Series D Excess Preferred by a Person who is or would be treated as an owner of such Series D Preferred or Series D Excess Preferred either directly or constructively through the application of Section 318 of the Code, as modified by Section 856(d)(5) of the Code. The terms "Constructive Owner," "Constructively Owns" and "Constructively Owned" shall have the correlative meanings.

        "IRS."    The term "IRS" shall mean the United States Internal Revenue Service.

        "Market Price."    The term "Market Price" as to any date shall mean the average of the last sales price reported on the NYSE of Series D Preferred, on the ten trading days immediately preceding the relevant date, or if not then traded on the NYSE, the average of the last reported sales price of the Series D Preferred on the ten trading days immediately preceding the relevant date as reported on any exchange or quotation system over which the Series D Preferred may be traded, or if not then traded over any exchange or quotation system, then the market price of the Series D Preferred on the relevant date as determined in good faith by the Board.

        "Ownership Limit."    The term "Ownership Limit" shall mean 20% (in value or in number of shares, whichever is more restrictive) of the aggregate of the outstanding shares of Series D Preferred. The number and value of outstanding shares of Series D Preferred of the Corporation shall be determined by the Board of the Corporation in good faith, which determination shall be conclusive for all purposes hereof.

        "Person."    The term "Person" shall mean an individual, corporation, partnership, estate, trust (including a trust qualified under Section 401(a) or 501(c)(17) of the Code), a portion of a trust permanently set aside for or to be used exclusively for the purposes described in Section 642(c) of the Code, association, private foundation within the meaning of Section 509(a) of the Code, joint stock company or other entity, and also includes a group as that term is used for purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended; but does not include an underwriter which participates in a public offering of the Series D Preferred or any interest therein, provided that such ownership by such underwriter would not result in the Corporation being "closely

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held" within the meaning of Section 856(h) of the Code, or otherwise result in the Corporation failing to qualify as a REIT.

        "Preferred Equity Stock."    The term "Preferred Equity Stock" shall mean shares of all classes of preferred stock of the Corporation, inlcuding the Series C Preferred, Series C Excess Preferred, Series D Preferred and Series D Excess Preferred.

        "Purported Beneficial Transferee."    The term "Purported Beneficial Transferee" shall mean, with respect to any purported Transfer which results in Series D Excess Preferred, the purported beneficial transferee or owner for whom the Purported Record Transferee would have acquired or owned shares of Series D Preferred if such Transfer had been valid under Section 8(a) below.

        "Purported Record Transferee."    The term "Purported Record Transferee" shall mean, with respect to any purported Transfer which results in Series D Excess Preferred Stock, the record holder of the Preferred Equity Stock if such Transfer had been valid under Section 8(a) below.

        "Transfer."    The term "Transfer" shall mean any sale, transfer, gift, assignment, devise or other disposition of Preferred Equity Stock, including (i) the granting of any option or entering into any agreement for the sale, transfer or other disposition of Preferred Equity Stock or (ii) the sale, transfer, assignment or other disposition of any securities (or rights convertible into or exchangeable for Preferred Equity Stock), whether voluntary or involuntary, whether of record or beneficially or Beneficially or Constructively Owned (including but not limited to Transfers of interests in other entities which result in changes in Beneficial or Constructive Ownership of Preferred Equity Stock), and whether by operation of law or otherwise. The term "Transferring" and "Transferred" shall have the correlative meanings.

        "Transfer Agent."    The term "Transfer Agent" means The Bank of New York, or such other agent or agents of the Corporation as may be designated by the Board of the Corporation or its designee as the transfer agent for the Series D Preferred.

        "Trust."    The term "Trust" shall mean the trust created pursuant to Section 8(k).

        "Trustee."    The term "Trustee" shall mean the Person that is appointed by the Corporation pursuant to Section 8(k) to serve as trustee of the Trust, and any successor thereto.

        SECOND:    The Series D Preferred have been classified and designated by the Board under the authority contained in the Charter.

        THIRD:    These Articles Supplementary have been approved by the Board in the manner and by the vote required by law.

        FOURTH:    These Articles Supplementary shall be effective at the time the State Department of Assessments and Taxation of Maryland accepts these Articles Supplementary for record.

        FIFTH:    The undersigned President and Chief Executive Officer of the Corporation acknowledges these Articles Supplementary to be the act of the Corporation and, as to all matters or facts required to be verified under oath, the undersigned President and Chief Executive Officer acknowledges that to the best of his knowledge, information and belief, these matters and facts are true in all material respects and that this statement is made under the penalties for perjury.

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        IN WITNESS WHEREOF, the Corporation has caused these Articles Supplementary to be executed under the seal in its name and on its behalf by its President and Chief Executive Officer and attested to by its Secretary on this 18th day of May, 2004.

    SL GREEN REALTY CORP.

 

 

By:

/s/  
MARC HOLLIDAY      
Marc Holliday
President and Chief Executive Officer

 

 

ATTEST:

 

 

By:

/s/  
ANDREW LEVINE      
Andrew Levine
Secretary

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ARTICLES SUPPLEMENTARY ESTABLISHING AND FIXING THE RIGHTS AND PREFERENCES OF A SERIES OF SHARES OF PREFERRED STOCK

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Exhibit 4.2

PREFERRED STOCK   PREFERRED STOCK


$.01 Par Value
  CUSIP 78440X408
SEE REVERSE FOR
CERTAIN DEFINITIONS
AND RESTRICTIONS

SL GREEN REALTY CORP.
a Corporation Formed Under the Laws of the State of Maryland.

THIS CERTIFIES THAT

IS THE OWNER

FULLY PAID AND NONASSESSABLE SHARES OF 7.875% SERIES D CUMULATIVE REDEEMABLE PREFERRED STOCK, LIQUIDATION PREFERENCE $25.00 PER SHARE. $.01 PAR VALUE PER SHARE, OF

SL GREEN REALTY CORP.

(hereinafter called the "Corporation"), transferable on the books of the Corporation by the registered holder hereof in person or by duly authorized attorney upon surrender of this Certificate properly endorsed. This Certificate and the shares represented hereby are issued and shall be held subject to all of the provisions of the charter of the Corporation (the "Charter") and the Bylaws of the Corporation and any amendments thereto. This Certificate is not valid unless countersigned and registered by the Transfer Agent and Registrar.

        IN WITNESS WHEREOF, the Corporation has caused the facsimile signatures of its duly authorized officers and its facsimile seal to be affixed hereto.

Dated:


Secretary
 
President and
Chief Executive Officer

Countersigned and Registered:

SL GREEN REALTY CORP.
CORPORATE SEAL
1997
MARYLAND



SL GREEN REALTY CORP.

        The Corporation will furnish to any stockholder, on request and without charge, a full statement of the information required by Section 2-211(b) of the Corporations and Associations Article of the Annotated Code of Maryland with respect to the designations and any preferences, conversion and other rights, voting powers, restrictions, limitations as to dividends and other distributions, qualifications, and terms and conditions of redemption of the stock of each class which the Corporation has authority to issue and, if the Corporation is authorized to issue any preferred or special class in series, (i)the differences in the relative rights and preferences between the shares of each series to the extent set, and (ii) the authority of the Board of Directors to set such rights and preferences of subsequent series. The foregoing summary does not purport to be complete and is subject to and qualified in its entirety by reference to the charter of the Corporation including all amendments and supplements thereto (the "Charter"), a copy of which will be sent without charge to each stockholder who so requests. Such request must be made to the Secretary of the Corporation at its principal office or to the Transfer Agent.

        The securities represented by this certificate are subject to restrictions on ownership and transfer for the purpose of the Corporation's maintenance of its status as a real estate investment trust under the Internal Revenue Code of 1986, as amended. Except as otherwise provided pursuant to the Charter of the Corporation, no Person may (i) Acquire any shares of Series D Preferred if, as a result of such Acquisition, such Person shall Beneficially Own or Constructively Own shares of Series D Preferred in excess of 20% of the outstanding Series D Preferred of the Corporation or (ii) Beneficially Own or Constructively Own any shares of Series D Preferred such that such Person would Beneficially Own or Constructively Own Capital Stock in excess of 9% in value of the aggregate of the outstanding shares of Capital Stock of the Corporation. Any Person who Acquires or attempts to Acquire or Beneficially owns or Constructively owns shares of Series D Preferred in excess of the aforementioned limitations, or any Person who is or attempts to become a transferee such that Series D Excess Preferred would result under the provisions of the Charter, shall immediately give written notice or, in the event of a proposed or attempted Transfer, give at least 15 days prior written notice to the Corporation of such event and shall provide to the Corporation such other information as it may request in order to determine the effect of any such transfer on the corporation's status as a REIT. All capitalized terms in this legend have the meanings defined in the Charter of the Corporation, a copy of which, including the restrictions on transfer, will be sent to any stockholder on request and without charge. Transfers in violation of the restrictions described above shall be void ab initio. If the restrictions on ownership and transfer are violated, the securities represented hereby will be designated and treated as shares of Series D Excess Preferred which will be held in trust by the Corporation. The foregoing summary does not purport to be complete and is subject to and qualified in its entirety by reference to the Charter, a copy of which, including the restrictions on transfer, will be sent without charge to each stockholder who so requests. Such request must be made to the Secretary of the Corporation at its principal office or to the Transfer Agent.


KEEP THIS CERTIFICATE IN A SAFE PLACE. IF IT IS LOST, STOLEN OR DESTROYED, THE
CORPORATION WILL REQUIRE A BOND OF INDEMNITY AS A CONDITION TO THE
ISSUANCE OF A REPLACEMENT CERTIFICATE.



        The following abbreviations, when used in the inscription on the face of this Certificate, shall be construed as though they were written out in full according to applicable laws or regulations:


TEN COM

 

- -as tenants in common

 

UNIF GIFT MIN ACT-            

 

Custodian             

TEN ENT

 

- -as tenants by the entireties

 

 

 

(Cust)                    (Minor)

JT TEN

 

- -as joint tenants with right of survivorship and not as tenants in common

 

 

 

under Uniform Gifts Minors
Act of                               
                      (State)
                Additional abbreviations may also be used though not in the above list.  

FOR VALUE RECEIVED,                          HEREBY SELL, ASSIGN AND TRANSFER UNTO

 

PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE

 



 

 

 



 




(Please Print or Typewrite Name and Address Including Zip Code, of Assignee)



(            )

SHARES OF CAPITAL STOCK OF THE CORPORATION REPRESENTED BY THIS CERTIFICATE AND DO HEREBY IRREVOCABLY CONSTITUTE AND APPOINT



ATTORNEY

TO TRANSFER THE SAID SHARES OF CAPITAL STOCK ON THE BOOKS OF THE CORPORATION WITH POWER OF SUBSTITUTION IN THE PREMISES.

Dated

 



 

NOTICE: The Signature To This Assignment Must Correspond With The Name As Written Upon The Face Of The Certificate In Every Particular, Without Alteration Or Enlargement Or Any Change Whatever.

Signature Guaranteed By:

 

Signature(s)



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SL GREEN REALTY CORP.