Corporate Indebtedness

2012 Credit Facility

In August 2016, we entered into an amendment to the credit facility that was originally entered into by the Company in November 2012, referred to as the 2012 credit facility. As of September 30, 2017, the 2012 credit facility, as amended, consisted of a $1.6 billion revolving credit facility and a $1.2 billion term loan, with a maturity date of March 29, 2019 and June 30, 2019, respectively. The revolving credit facility has an as-of-right extension to March 29, 2020. We also have an option, subject to customary conditions, to increase the capacity under the revolving credit facility to $3.0 billion at any time prior to the maturity date for the revolving credit facility without the consent of existing lenders, by obtaining additional commitments from our existing lenders and other financial institutions.

As of September 30, 2017, the 2012 credit facility bore interest at a spread over LIBOR ranging from (i) 87.5 basis points to 155 basis points for loans under the revolving credit facility and (ii) 95 basis points to 190 basis points for loans under the term loan facility, in each case based on the credit rating assigned to the senior unsecured long term indebtedness of ROP.

At September 30, 2017, the applicable spread was 125 basis points for the revolving credit facility and 140 basis points for the term loan facility. At September 30, 2017, the effective interest rate, including the effect of interest rate swaps, was 2.49% for the revolving credit facility and 2.49% for the term loan facility. We are required to pay quarterly in arrears a 12.5 to 30 basis point facility fee on the total commitments under the revolving credit facility based on the credit rating assigned to the senior unsecured long term indebtedness of ROP. As of September 30, 2017, the facility fee was 25 basis points.

As of September 30, 2017, we had $80.8 million of outstanding letters of credit, $280.0 million drawn under the revolving credit facility and $1.2 billion outstanding under the term loan facility, with total undrawn capacity of $1.2 billion under the 2012 credit facility. At September 30, 2017 and December 31, 2016, the revolving credit facility had a carrying value of $275.8 million and $(6.3) million, respectively, net of deferred financing costs. The December 31, 2016 carrying value represents deferred financing costs and is presented within other liabilities. At September 30, 2017 and December 31, 2016, the term loan facility had a carrying value of $1.2 billion and $1.2 billion, respectively, net of deferred financing costs.

The Company, the Operating Partnership and ROP are all borrowers jointly and severally obligated under the 2012 credit facility. None of our other subsidiaries are obligors under the 2012 credit facility.

The 2012 credit facility includes certain restrictions and covenants (see Restrictive Covenants below).

Senior Unsecured Notes

The following table sets forth our senior unsecured notes and other related disclosures as of September 30, 2017 and December 31, 2016, respectively, by scheduled maturity date (dollars in thousands):



Issuance	September 30, 2017 Unpaid Principal Balance		September 30, 2017 Accreted Balance			December 31, 2016 Accreted Balance			Coupon Rate ⁽¹⁾		Effective Rate		Initial Term (in Years)	Maturity Date
October 12, 2010 ⁽²⁾	$	269,000	$	268,628		$	334,077		3.00	%	3.00	%	7	October 2017
August 5, 2011 ⁽³⁾	250,000		249,934			249,880			5.00	%	5.00	%	7	August 2018
March 16, 2010 ⁽³⁾	250,000		250,000			250,000			7.75	%	7.75	%	10	March 2020
November 15, 2012 ⁽³⁾	200,000		200,000			200,000			4.50	%	4.50	%	10	December 2022
December 17, 2015 ⁽³⁾	100,000		100,000			100,000			4.27	%	4.27	%	10	December 2025
	$	1,069,000	$	1,068,562		$	1,133,957
Deferred financing costs, net			(4,018		)	(5,642		)
	$	1,069,000	$	1,064,544		$	1,128,315


(1)	Interest on the senior unsecured notes is payable semi-annually with principal and unpaid interest due on the scheduled maturity dates.

(2)

Issued by the Operating Partnership. The notes were senior unsecured obligations of the Operating Partnership and exchangeable at a calculated exchange rate upon the occurrence of specified events and during the period beginning on the twenty-second scheduled trading day prior to the maturity date and ending on the second business day prior to the maturity date, into cash, or a combination of cash and shares of SL Green's common stock, if any, at our option. In accordance with the terms of the indenture, the notes became exchangeable commencing September 14, 2017 and the Operating Partnership elected to settle exchanges in cash. In October 2017, all note holders elected to exchange the notes and the notes were repaid for $350.8 million, excluding accrued interest based on the applicable exchange rate.


(3)	Issued by the Company, the Operating Partnership and ROP, as co-obligors. In October 2017, the Company, the Operating Partnership and ROP, as co-obligors issued an additional $100.0 million of the 4.50% senior unsecured bonds due December 2022. The additional notes priced at 105.334% plus accrued interest from June 1, 2017, with a yield to maturity of 3.298%.

In October 2017, the Company issued $500.0 million of senior unsecured notes which will mature in October 2022 and bear interest at a fixed rate of 3.25%.

Restrictive Covenants

The terms of the 2012 credit facility, as amended, and certain of our senior unsecured notes include certain restrictions and covenants which may limit, among other things, our ability to pay dividends, make certain types of investments, incur additional indebtedness, incur liens and enter into negative pledge agreements and dispose of assets, and which require compliance with financial ratios relating to the maximum ratio of total indebtedness to total asset value, a minimum ratio of EBITDA to fixed charges, a maximum ratio of secured indebtedness to total asset value and a maximum ratio of unsecured indebtedness to unencumbered asset value. The dividend restriction referred to above provides that, we will not during any time when a default is continuing, make distributions with respect to common stock or other equity interests, except to enable the Company to continue to qualify as a REIT for Federal income tax purposes. As of September 30, 2017 and 2016, we were in compliance with all such covenants.

Junior Subordinated Deferrable Interest Debentures

In June 2005, the Company and the Operating Partnership issued $100.0 million in unsecured trust preferred securities through a newly formed trust, SL Green Capital Trust I, or the Trust, which is a wholly-owned subsidiary of the Operating Partnership. The securities mature in 2035 and bear interest at a floating rate of 125 basis points over the three-month LIBOR. The effective weighted average interest rate for the quarter ended September 30, 2017 was 2.52%. Interest payments may be deferred for a period of up to eight consecutive quarters if the Operating Partnership exercises its right to defer such payments. The Trust preferred securities are redeemable at the option of the Operating Partnership, in whole or in part, with no prepayment premium. We do not consolidate the Trust even though it is a variable interest entity as we are not the primary beneficiary. Because the Trust is not consolidated, we have recorded the debt on our consolidated balance sheets and the related payments are classified as interest expense.

Principal Maturities

Combined aggregate principal maturities of mortgages and other loans payable, 2012 credit facility, trust preferred securities, senior unsecured notes and our share of joint venture debt as of September 30, 2017, including as-of-right extension options and put options, were as follows (in thousands):



	Scheduled Amortization		Principal		Revolving Credit Facility		Unsecured Term Loan		Trust Preferred Securities		Senior Unsecured Notes			Total		Joint Venture Debt
Remaining 2017	$	12,846	$	—	$	—	$	—	$	—	$	269,000	⁽¹⁾	$	281,846	$	79,787
2018	54,937		299,813		—		—		—		250,000			604,750		242,799
2019	59,618		—		—		1,183,000		—		—			1,242,618		705,574
2020	41,427		679,531		280,000		—		—		250,000			1,250,958		320,914
2021	30,418		—		—		—		—		—			30,418		376,765
Thereafter	90,532		2,575,939		—		—		100,000		300,000			3,066,471		1,465,371
	$	289,778	$	3,555,283	$	280,000	$	1,183,000	$	100,000	$	1,069,000		$	6,477,061	$	3,191,210


(1)	The $269.0 million of 3.00% convertible notes which matured in October 2017 became exchangeable commencing September 14, 2017 and the Operating Partnership elected to settle exchanges in cash. In October 2017, all note holders elected to exchange the notes and the notes were repaid for $350.8 million.

Consolidated interest expense, excluding capitalized interest, was comprised of the following (in thousands):



	Three Months Ended September 30,						Nine Months Ended September 30,
	2017			2016			2017			2016
Interest expense before capitalized interest	$	72,859		$	78,715		$	217,273		$	276,437
Interest capitalized	(6,869		)	(6,084		)	(19,892		)	(18,135		)
Interest income	(356		)	(66		)	(1,269		)	(1,976		)
Interest expense, net	$	65,634		$	72,565		$	196,112		$	256,326