1040971--3/16/2006--SL_GREEN_REALTY

related topics

{investment, property, distribution}

{provision, law, control}

{debt, indebtedness, cash}

{tax, income, asset}

{stock, price, share}

{operation, natural, condition}

{customer, product, revenue}

{regulation, change, law}

{cost, regulation, environmental}

{capital, credit, financial}

{operation, international, foreign}

{condition, economic, financial}

Reliance on major tenants and insolvency or bankruptcy of these and other tenants could adversely affect our results of operations. We may suffer adverse consequences if our revenues decline since our operating costs do not necessarily decline in proportion to our revenue. We face risks associated with property acquisitions. We rely on three large properties for a significant portion of our revenue. The continuing threat of terrorist attacks may adversely affect the value of our properties and our ability to generate cash flow. A terrorist attack could cause insurance premiums to increase significantly. Our dependence on smaller and growth-oriented businesses to rent our office space could adversely affect our cash flow and results of operations. Debt financing, financial covenants, degree of leverage, and increases in interest rates could adversely affect our economic performance. Scheduled debt payments could adversely affect our results of operations. Financial covenants could adversely affect our ability to conduct our business Rising interest rates could adversely affect our cash flow. Failure to hedge effectively against interest rate changes may adversely affect results of operations. Our policy of no limitation on debt could adversely affect our cash flow Structured finance investments could cause expenses, which could adversely affect our results of operations. Joint investments could be adversely affected by our lack of sole decision-making authority and reliance upon a co-venturer s financial condition. Our joint venture agreements contain terms in favor of our partners that may have an adverse effect on the value of our investments in the joint ventures. We are subject to possible environmental liabilities and other possible liabilities. We may incur significant costs complying with the Americans with Disabilities Act and similar laws. Our charter documents and applicable law may hinder any attempt to acquire us, which could discourage takeover attempts and prevent our stockholders from receiving a premium over the market price of our stock. Provisions of our articles of incorporation and bylaws could inhibit changes in control. Our board of directors is staggered into three separate classes We have a share ownership limit for REIT tax purposes We have a stockholder rights plan Maryland takeover statutes may prevent a change of control of our company, which could depress our stock price. Future issuances of common stock and preferred stock could dilute existing stockholders interests. Changes in market conditions could adversely affect the market price of our common stock. Market interest rates may have an effect on the value of our common stock. There are potential conflicts of interest between us and Mr. Green. Limitations on our ability to sell or reduce the indebtedness on specific mortgaged properties could adversely affect the value of the stock. We face potential conflicts of interest. Members of management may have a conflict of interest over whether to enforce terms of agreements with entities in which senior management, directly or indirectly, has an interest. Members of management may have a conflict of interest over whether to enforce terms of senior management s employment and noncompetition agreements. Our failure to qualify as a REIT would be costly. Previously enacted tax legislation reduces tax rates for dividends paid by non-REIT corporations. We are dependent on external sources of capital. We face significant competition for tenants.

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1040971--3/16/2006--SL_GREEN_REALTY_CORP