<SUBMISSION>
<ACCESSION-NUMBER>0001047469-04-000859
<TYPE>8-K
<PUBLIC-DOCUMENT-COUNT>2
<PERIOD>20040113
<ITEMS>5
<ITEMS>7
<FILING-DATE>20040114
<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>04525308
</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>a2126487z8-k.htm
<DESCRIPTION>FORM 8-K
<TEXT>
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</HEAD>
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<BR>
<P ALIGN="CENTER"><FONT SIZE=5><B>SECURITIES AND EXCHANGE COMMISSION<BR>  </B></FONT><FONT SIZE=2><B>Washington, D.C. 20549  </B></FONT></P>

<BR>
<P ALIGN="CENTER"><FONT SIZE=5><B>FORM 8-K  </B></FONT></P>

<BR>
<P ALIGN="CENTER"><FONT SIZE=5><B> CURRENT REPORT  </B></FONT></P>

<BR>
<HR NOSHADE ALIGN="CENTER" WIDTH="120">
<BR>
<P ALIGN="CENTER"><FONT SIZE=3><B>Pursuant to Section 13 or 15(d) of the<BR>
Securities Exchange Act of 1934  </B></FONT></P>

<BR>
<P ALIGN="CENTER"><FONT SIZE=2>Date of Report (Date of earliest event reported): </FONT><FONT SIZE=2><B>January&nbsp;13, 2004</B></FONT></P>

<BR>
<P ALIGN="CENTER"><FONT SIZE=5><B>SL GREEN REALTY CORP.<BR>  </B></FONT><FONT SIZE=2>(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) </FONT></P>

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<TD WIDTH="32%" ALIGN="CENTER"><FONT SIZE=2><B>Maryland<BR> </B></FONT><FONT SIZE=2>(STATE OF INCORPORATION)</FONT></TD>
<TD WIDTH="3%"><FONT SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH="32%" ALIGN="CENTER"><FONT SIZE=2><B>1-13199<BR> </B></FONT><FONT SIZE=2>(COMMISSION FILE NUMBER)</FONT></TD>
<TD WIDTH="3%"><FONT SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH="32%" ALIGN="CENTER"><FONT SIZE=2><B>13-3956775<BR> </B></FONT><FONT SIZE=2>(IRS EMPLOYER ID. NUMBER)</FONT></TD>
</TR>
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<BR>
<P ALIGN="CENTER"><FONT SIZE=2><B> 420 Lexington Avenue, New York, New York 10170<BR>  </B></FONT><FONT SIZE=2>(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE) </FONT></P>

<BR>
<P ALIGN="CENTER"><FONT SIZE=2><B>(212) 594-2700<BR>  </B></FONT><FONT SIZE=2>(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE) </FONT></P>

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<P><FONT SIZE=2><A
NAME="page_bc1279_1_2"> </A> </FONT> <FONT SIZE=2><B>ITEM 5.&nbsp;OTHER EVENTS  </B></FONT></P>

<UL>

<P><FONT SIZE=2>On
January&nbsp;13, 2004, SL Green Realty Corp. (the "Company") and SL Green Operating Partnership, L.P. (the "Operating Partnership") entered into an Underwriting Agreement with Citigroup Global
Markets Inc. and Wachovia Capital Markets, LLC (the "Underwriters") in connection with an underwritten public offering (the "Offering") by the Company of 1,800,000 shares (along with
270,000&nbsp;shares to cover the Underwriters' over-allotment option) (the "Shares") of common stock, par value $.01 per share. The sale of the Shares will result in net proceeds after the
Underwriter's discount to the Company of approximately $73.7&nbsp;million (based on the issuance of 1,800,000&nbsp;shares). </FONT></P>

</UL>

<P><FONT SIZE=2><B>ITEM 7.&nbsp;FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS  </B></FONT></P>

<DL compact>
<DT style='margin-bottom:-11pt;'><FONT SIZE=2>(c)</FONT></DT><DD><FONT SIZE=2>EXHIBITS
<BR><BR></FONT></DD><DT style='margin-bottom:-11pt;'><FONT SIZE=2>1.1</FONT></DT><DD><FONT SIZE=2>Underwriting
Agreement, dated January&nbsp;13, 2004, by and among SL Green Realty Corp., SL Green Operating Partnership, L.P., Citigroup Global Markets Inc. and Wachovia Capital
Markets,&nbsp;LLC. </FONT></DD></DL>
<P ALIGN="CENTER"><FONT SIZE=2>2</FONT></P>

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<BR></FONT><FONT SIZE=2><B>SIGNATURES    <BR>    </B></FONT></P>


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

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<TD COLSPAN=2><FONT SIZE=2>SL GREEN REALTY CORP.</FONT></TD>
</TR>
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<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%"><FONT SIZE=2><BR>
/s/&nbsp;&nbsp;</FONT><FONT SIZE=2>THOMAS E. WIRTH</FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</FONT><HR NOSHADE><FONT SIZE=2> Thomas E. Wirth<BR>
Executive Vice President, Chief<BR>
Financial Officer</FONT></TD>
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<P><FONT SIZE=2>Date:
January&nbsp;14, 2004 </FONT></P>

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

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<FONT SIZE=2><A HREF="#toc_jc1279_1">SIGNATURES</A></FONT><BR>
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<TYPE>EX-1.1
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<FILENAME>a2126487zex-1_1.htm
<DESCRIPTION>EXHIBIT 1.1
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<P ALIGN="RIGHT"><FONT SIZE=2><B>Exhibit 1.1  </B></FONT></P>

<P ALIGN="CENTER"><FONT SIZE=2><A
NAME="ke1279_1,800,000_shares_sl_green_real__1,802478"> </A>
<A NAME="toc_ke1279_1"> </A>
<BR></FONT><FONT SIZE=2><B>1,800,000 Shares    <BR>    <BR>    SL GREEN REALTY CORP.    <BR>    <BR>    Common Stock    <BR>    <BR>    UNDERWRITING AGREEMENT    <BR>    </B></FONT></P>

<P ALIGN="RIGHT"><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;January&nbsp;13, 2004 </FONT></P>

<P><FONT SIZE=2>Citigroup
Global Markets&nbsp;Inc.<BR>
Wachovia Capital Markets, LLC,<BR>
c/o Citigroup Global Markets&nbsp;Inc.<BR>
388 Greenwich Street<BR>
New York, New York 10013 </FONT></P>

<P><FONT SIZE=2>Dear
Ladies and Gentlemen: </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;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 "</FONT><FONT SIZE=2><I>Code</I></FONT><FONT SIZE=2>"), and SL Green Operating
Partnership, L.P., a Delaware limited partnership, the sole general partner of which is the Company (the "</FONT><FONT SIZE=2><I>Operating Partnership</I></FONT><FONT SIZE=2>" and together with the
Company, the "</FONT><FONT SIZE=2><I>Transaction Entities</I></FONT><FONT SIZE=2>") each wish to confirm as follows its agreement with each of the Underwriters
named in </FONT><FONT SIZE=2><I>Schedule&nbsp;I</I></FONT><FONT SIZE=2> hereto (the "</FONT><FONT SIZE=2><I>Underwriters</I></FONT><FONT SIZE=2>"), with respect to (i)&nbsp;the sale by the
Company and the purchase by the Underwriters (the "</FONT><FONT SIZE=2><I>Offering</I></FONT><FONT SIZE=2>"), of an aggregate of 1,800,000 shares of the Company's common stock, par value $0.01 per
share ("</FONT><FONT SIZE=2><I>Common Stock</I></FONT><FONT SIZE=2>"); and (ii)&nbsp;the grant by the Company to the Underwriters, of the option described in Section&nbsp;2(b) hereof to purchase
all or any part of 270,000 additional shares of Common Stock. The 1,800,000 shares of Common Stock to be purchased by the Underwriters (the "</FONT><FONT SIZE=2><I>Initial
Shares</I></FONT><FONT SIZE=2>") and all or any part of the 270,000 shares of Common Stock subject to the option described in Section&nbsp;2(b) hereof (the "</FONT><FONT SIZE=2><I>Option
Shares</I></FONT><FONT SIZE=2>") are hereinafter called, collectively, the "</FONT><FONT SIZE=2><I>Shares</I></FONT><FONT SIZE=2>." </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Capitalized
terms used but not otherwise defined herein shall have the meanings ascribed to them in the Prospectus (as hereinafter defined). </FONT></P>


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

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;1.</FONT><FONT
SIZE=2><I>&nbsp;&nbsp;&nbsp;&nbsp;Representations, Warranties and Agreements of the Transaction Entities.</I></FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;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): </FONT></P>

<UL>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;&nbsp;&nbsp;The
Company has prepared and filed with the Securities and Exchange Commission (the "</FONT><FONT SIZE=2><I>Commission</I></FONT><FONT SIZE=2>") a registration
statement on Form&nbsp;S-3 (File No.&nbsp;333-68493), including a prospectus, relating to, among other securities, the Shares and the offering thereof from time to time in
accordance with Rule&nbsp;415 under the United States Securities Act of 1933, as amended (the "</FONT><FONT SIZE=2><I>Securities Act</I></FONT><FONT SIZE=2>"). Such registration statement has been
declared effective by the Commission. As provided in Section&nbsp;3(a), a prospectus supplement reflecting the terms of the offering of the Shares and the other matters set forth therein has been
prepared and will be filed pursuant to Rule&nbsp;424 under the Securities Act. Such prospectus supplement, in the form first filed after the Effective Time (as defined below) pursuant to
Rule&nbsp;424, is herein referred to as the "</FONT><FONT SIZE=2><I>Prospectus Supplement</I></FONT><FONT SIZE=2>." Such registration statement, as amended at the Effective Time, including the
exhibits and schedules thereto and the documents incorporated by reference therein pursuant to Item 12 of Form&nbsp;S-3, is herein called the "</FONT><FONT SIZE=2><I>Registration
Statement</I></FONT><FONT SIZE=2>," and the basic prospectus included therein relating to all offerings of securities under the Registration Statement, as supplemented by the </FONT></P>

</UL>
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<P><FONT SIZE=2>Prospectus
Supplement, is herein called the "</FONT><FONT SIZE=2><I>Prospectus</I></FONT><FONT SIZE=2>," except that, if such basic prospectus is amended or supplemented on or prior to the date on
which the Prospectus Supplement is first filed pursuant to Rule&nbsp;424, the term "</FONT><FONT SIZE=2><I>Prospectus</I></FONT><FONT SIZE=2>" shall refer to the basic prospectus as so amended or
supplemented and as supplemented by the Prospectus Supplement, in either case including the documents filed by the Company with the Commission pursuant to the United States Securities Exchange Act of
1934, as amended (the "</FONT><FONT SIZE=2><I>Exchange Act</I></FONT><FONT SIZE=2>"), that are incorporated by reference therein. As used herein, "</FONT><FONT SIZE=2><I>Effective
Time</I></FONT><FONT SIZE=2>" means the date and the time as of which the aforementioned registration statement, or the most recent post-effective amendment thereto, if any, was declared
effective by the Commission; "</FONT><FONT SIZE=2><I>Effective Date</I></FONT><FONT SIZE=2>" means the date of the Effective Time; "</FONT><FONT SIZE=2><I>Preliminary Prospectus
Supplement</I></FONT><FONT SIZE=2>" means each Prospectus Supplement included in a registration statement, or amendments thereof, after the Registration Statement became effective under the Securities
Act but containing a "Subject to Completion" legend comparable to that contained in paragraph&nbsp;10 of Item 501 under Regulation&nbsp;S-K of the Securities Act Regulations (as
defined below). </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;For
purposes of this Agreement, all references to the Registration Statement, any preliminary prospectus, the Prospectus or any amendment or supplement to any of the foregoing shall be
deemed to include the copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval system ("</FONT><FONT SIZE=2><I>EDGAR</I></FONT><FONT SIZE=2>"). </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;All
references in this Agreement to financial statements and schedules and other information which is "contained," "included" or "stated" in the Registration Statement, any preliminary
prospectus or the Prospectus (or other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which are incorporated by
reference in the Registration Statement, any preliminary prospectus or the Prospectus, as the case may be, at or prior to the date of this Agreement; and all references in this Agreement to amendments
or supplements to the Registration Statement, any preliminary prospectus or the Prospectus shall be deemed to mean and include the filing of any document under the Exchange Act which is incorporated
by reference in the Registration Statement, such preliminary prospectus or the Prospectus, as the case may be, after the date of this Agreement. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
term "</FONT><FONT SIZE=2><I>Subsidiary</I></FONT><FONT SIZE=2>" means a corporation, partnership or limited liability company, a majority of the outstanding voting or economic
interests of which are owned or controlled, directly or indirectly, by the Company, the Operating Partnership, or by one or more other Subsidiaries of the Company or the Operating Partnership, but not
including the Joint Venture Entities (as defined below). 1250 Broadway JV LLC, 1250 Broadway Realty Corp., Green 1250 Broadway Owner LLC, SLG 100 Park LLC, MSSG Realty Partners I, LLC, MSSG Realty
Partners II, LLC, MSSG Realty Partners III, LLC, 1515 SLG Owner LLC, 1515 Broadway MZ, LLC, eEmerge.com, LLC, One Park JV LLC, One Park Realty Corp., 1515 Broadway Realty Corp. and 2 GCT Funding LLC
are each a "</FONT><FONT SIZE=2><I>Joint Venture Entity</I></FONT><FONT SIZE=2>," and together, the "</FONT><FONT SIZE=2><I>Joint Venture Entities</I></FONT><FONT SIZE=2>." </FONT></P>


<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;&nbsp;&nbsp;(i)&nbsp;The
Company meets the requirements for use of Form&nbsp;S-3 under the Securities Act and, as of the applicable Effective Time of the
Registration Statement and any amendment thereto, as of the applicable filing date of the Prospectus Supplement and any amendments thereto and as of the Closing Date, and (ii)&nbsp;the Registration
Statement, and amendments thereto, complied and will comply,
in all material respects, with the requirements of the Securities Act and the rules and regulations (the "</FONT><FONT SIZE=2><I>Securities Act Regulations</I></FONT><FONT SIZE=2>") of the Commission
thereunder. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;&nbsp;&nbsp;The
Registration Statement conforms, and the Prospectus and any further amendments or supplements to the Registration Statement or any Prospectus Supplement will, when
they become effective or are filed with the Commission, as the case may be, conform in all material respects to the requirements of the Securities Act and the Securities Act Regulations and do not and
will not, as of the applicable Effective Time (as to the Registration Statement and any amendment thereto), </FONT></P>

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

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<P><FONT SIZE=2>as
of the applicable filing date (as to the Prospectus and any supplement thereto), as of the Closing Date and each Date of Delivery (if any), contain an untrue statement of a material fact or omit to
state a material fact required to be stated therein or necessary to make the statements therein (in the case of the Prospectus, in light of the circumstances under which they were made) not
misleading; </FONT><FONT SIZE=2><I>provided</I></FONT><FONT SIZE=2>, that no representation or warranty is made as to information contained in or omitted from the Registration Statement or any
Prospectus in reliance upon and in conformity with written information furnished to the Company by an Underwriter through Citigroup Global Markets&nbsp;Inc. specifically for inclusion therein. The
Transaction Entities acknowledge that the only information furnished in writing to the Company by the Underwriters specifically for inclusion in the Registration Statement or any Prospectus is the
information set forth in </FONT><FONT SIZE=2><I>Exhibit&nbsp;A</I></FONT><FONT SIZE=2> hereto. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(d)&nbsp;&nbsp;&nbsp;The
documents incorporated by reference or deemed to be incorporated in the Prospectus or Prospectus Supplement pursuant to Item 12 of the Registration Statement on
Form&nbsp;S-3 under the Securities Act, at the time they were or hereafter are filed with the Commission, complied in all material respects with the requirements of the Exchange Act, and
the rules and regulations of the Commission thereunder (the "</FONT><FONT SIZE=2><I>Exchange Act Regulations</I></FONT><FONT SIZE=2>") and, when read together and with the other information in the
Prospectus, as of the applicable Effective Times of the Registration Statement and any amendment thereto, did not and will not contain an untrue statement of a material fact or omit to state a
material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. </FONT></P>


<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(e)&nbsp;&nbsp;&nbsp;No
stop order suspending the effectiveness of the Registration Statement or any part thereof has been issued and no proceeding for that purpose has been instituted or,
to the knowledge of any of the Transaction Entities, threatened by the Commission or by the state securities authority of any jurisdiction. No order preventing or suspending the use of any Preliminary
Prospectus or the Prospectus has been issued and no proceeding for that purpose has been instituted or, to the knowledge of any of the Transaction Entities, threatened by the Commission or by the
state securities authority of any jurisdiction. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(f)&nbsp;&nbsp;&nbsp;&nbsp;The
Company has been duly formed and is validly existing as a corporation in good standing under the laws of the State of Maryland, is duly qualified to do business and
is in good standing as a foreign corporation in each jurisdiction in which its ownership or lease of property and other assets or the conduct of its business requires such qualification, except where
the failure to so qualify will not have a material adverse effect on the condition, financial or otherwise, business, prospects, operations,
management, consolidated financial position, net worth, stockholders' equity or results of operations of the Transaction Entities, the Subsidiaries and the Joint Venture Entities considered as one
enterprise or on the use or value of the Properties (as hereinafter defined) as a whole (collectively, a "</FONT><FONT SIZE=2><I>Material Adverse Effect</I></FONT><FONT SIZE=2>"), and has all power
and authority necessary to own, lease and operate its properties and other assets, to conduct the business in which it is engaged, and to enter into and perform its obligations under this Agreement to
which it is a party. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(g)&nbsp;&nbsp;&nbsp;The
Company has an authorized capitalization as set forth in the Prospectus, and all of the issued capital stock (other than the Shares) have been duly and validly
authorized and issued, are fully paid and non-assessable, have been offered and sold in compliance with all applicable laws (including, without limitation, federal or state securities
laws) and not in violation of the preemptive or other similar rights of any security holder of the Company, and conform to the description thereof contained in the Prospectus. Except as disclosed in
the Prospectus, (i)&nbsp;no shares of capital stock of the Company are reserved for any purpose, (ii)&nbsp;except for the equity interests in the Operating Partnership
("</FONT><FONT SIZE=2><I>Units</I></FONT><FONT SIZE=2>"), there are no outstanding securities convertible into or exchangeable for any shares of capital stock of the Company, and (iii)&nbsp;there
are no </FONT></P>

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

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<P><FONT SIZE=2>outstanding
options, rights (preemptive or otherwise) or warrants to purchase or subscribe for shares of capital stock or any other securities of the Company. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(h)&nbsp;&nbsp;&nbsp;The
Operating Partnership has been duly formed and is validly existing as a limited partnership in good standing under the laws of the State of Delaware, is duly
qualified to do business and is in good standing as a foreign limited partnership in each jurisdiction in which its ownership or lease of property and other assets or the conduct of its business
requires such qualification, except where the failure to so qualify will not have a Material Adverse Effect, and has all power and authority necessary to own, lease and operate its properties and
other assets, to conduct the business in which it is engaged and to enter into and perform its obligations under this Agreement to which it is a party. The Company is the sole general partner of the
Operating Partnership. The Agreement of Limited Partnership of the Operating Partnership, as amended (the "</FONT><FONT SIZE=2><I>Operating Partnership Agreement</I></FONT><FONT SIZE=2>") is in full
force and effect, and the aggregate percentage interests of the Company and outside limited partners in the Operating Partnership are as set forth in the Prospectus. </FONT></P>


<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i)&nbsp;&nbsp;&nbsp;&nbsp;All
issued and outstanding Units have been duly authorized and validly issued and have been offered and sold or exchanged in compliance in all material respects with all
applicable laws (including, without limitation, federal or state securities laws). Except as disclosed in the Prospectus, no Units are reserved for any purpose and there are no outstanding securities
convertible into or exchangeable for any Units and no outstanding options, rights (preemptive or otherwise) or warrants to purchase or subscribe for Units or other securities of the Operating
Partnership. The terms of the Units conform in all material respects to statements and descriptions related thereto contained in the Prospectus. </FONT></P>


<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(j)&nbsp;&nbsp;&nbsp;&nbsp;The
Operating Partnership is the only Subsidiary that is a "</FONT><FONT SIZE=2><I>significant subsidiary</I></FONT><FONT SIZE=2>" of the Company (as such term is
defined in Rule&nbsp;1-02 of Regulation&nbsp;S-X). The only Subsidiaries of the Company are (a)&nbsp;the Subsidiaries listed in Exhibit&nbsp;21 to the
Form&nbsp;10-K
and (b)&nbsp;certain other Subsidiaries which, considered in the aggregate as a single Subsidiary, do not constitute a "</FONT><FONT SIZE=2><I>significant subsidiary</I></FONT><FONT SIZE=2>" as
defined in Rule&nbsp;1-02 of Regulation&nbsp;S-X. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(k)&nbsp;&nbsp;&nbsp;The
Shares have been duly and validly authorized for issuance and sale to the Underwriters and, when issued and delivered against payment therefor as provided herein,
will be duly and validly issued, fully paid and non-assessable. Upon payment of the purchase price and delivery of the Shares in accordance herewith, the Underwriters will receive good,
valid and marketable title to the Shares, free and clear of all security interests, mortgages, pledges, liens, encumbrances, claims, restrictions and equities. The Shares conform in all material
respects to all statements and descriptions related thereto contained in the Prospectus. The form of the certificates to be used to evidence the Shares will, at the Closing Date, be in due and proper
form and will comply with all applicable legal requirements and will be in substantially the form filed or incorporated by reference, as the case may be, as an exhibit to the Registration Statement.
The issuance of the Shares is not subject to any preemptive or other similar rights. </FONT></P>


<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(l)&nbsp;&nbsp;&nbsp;&nbsp;(A)
This Agreement has been duly and validly authorized, executed and delivered by each of the Transaction Entities, and assuming due authorization, execution and
delivery by the Underwriters, is a valid and binding agreement of each of the Transaction Entities, enforceable against the Transaction Entities 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; (B)&nbsp;the Operating Partnership Agreement has been duly and validly authorized,
executed and delivered by the parties thereto and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, except to the extent that such </FONT></P>

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

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<P><FONT SIZE=2>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; (C)&nbsp;each of the limited liability operating agreements, stockholders'
agreements or similar joint venture agreements of the Joint Venture Entities (the "</FONT><FONT SIZE=2><I>Joint Venture Agreements</I></FONT><FONT SIZE=2>") has been duly and validly authorized,
executed and delivered by the parties thereto and is a valid and binding agreement of the Company, 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 (D)&nbsp;none of the Transaction Entities or any Subsidiary that holds any
interest in any of the Joint Venture Entities is in default under any of the Joint Venture Agreements nor, to the knowledge of the Transaction Entities, is any third-party holder of interests in any
of the Joint Venture Entities in default under any of the Joint Venture Agreements. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(m)&nbsp;&nbsp;All
of the mezzanine loans of which the Company is the owner, directly or indirectly (the "</FONT><FONT SIZE=2><I>Mezzanine Loans</I></FONT><FONT SIZE=2>"), and all of
the participation interests in loans of which the Company is the owner, directly or indirectly (the "</FONT><FONT SIZE=2><I>Participation Interests</I></FONT><FONT SIZE=2>," and such loans, together
with the Mezzanine Loans,
collectively are referred to hereinafter as the "</FONT><FONT SIZE=2><I>Loans</I></FONT><FONT SIZE=2>"), are set forth or described on </FONT><FONT SIZE=2><I>Attachment A</I></FONT><FONT SIZE=2>
hereto. The Company is the sole owner and holder of the Mezzanine Loans and Participation Interests, and has not sold, assigned, hypothecated or otherwise encumbered such Mezzanine Loans and
Participation Interests, except as set forth on such </FONT><FONT SIZE=2><I>Attachment A</I></FONT><FONT SIZE=2>. To the Company's knowledge, there is no offset, defense, counterclaim or right to
rescission with respect to any of the notes or any of the other loan documents. The (A)&nbsp;the outstanding principal balance of the Loans, (B)&nbsp;the aggregate amount of accrued and unpaid
interest due under the Loans, and (C)&nbsp;the aggregate amount of late charges, penalties and default interest due under the Loans, as of the date hereof, is as set forth on </FONT> <FONT SIZE=2><I>Attachment A</I></FONT><FONT SIZE=2> hereto.
Neither the Company nor, to the knowledge of the Company, any other party has given or received a written notice of default under
any Loans and, to the Company's knowledge, no event exists which, with the giving of notice or the passing of time, or both, would constitute an event of default thereunder. As of the date hereof, no
prepayments have been made on the Loans. The Company has not subordinated its interest in the loans to which the Participation Interests relate to any other party except as set forth on </FONT> <FONT SIZE=2><I>Attachment A</I></FONT><FONT SIZE=2>
hereto. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(n)&nbsp;&nbsp;&nbsp;The
execution, delivery and performance of this Agreement by each of the Transaction Entities and the consummation of the transactions contemplated hereby and thereby
(A)&nbsp;do not and will not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute (with or without the giving of notice or the passage of time, or
both) a default (or give rise to any right of termination, redemption, repurchase, cancellation or acceleration) under any of the terms, conditions or provisions of any note, bond, indenture,
mortgage, deed of trust, lease, license, contract, loan agreement or other agreement or instrument to which any of the Transaction Entities is a party or by which any of the Transaction Entities is
bound or to which any of the Properties or other assets of any of the Transaction Entities is subject, (B)&nbsp;will not result in any violation of any of the provisions of the charter,
by-laws, certificate of limited partnership, agreement of limited partnership or other organizational document of any of the Transaction Entities or Joint Venture Entities, or
(C)&nbsp;will not result in any violation of any statute or any order, writ, injunction, decree, rule or regulation of any court or governmental agency or body having jurisdiction over any of the
Transaction Entities, Subsidiaries, Joint Venture Entities or any of the Properties, except, with respect to subsections (A)&nbsp;and (C), for any such breach or violation that would not have a
Material Adverse Effect. Except for such consents, approvals, authorizations, registrations or qualifications as may be required under the Exchange Act, by the New York Stock </FONT></P>

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

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<P><FONT SIZE=2>Exchange,&nbsp;Inc.
("</FONT><FONT SIZE=2><I>NYSE</I></FONT><FONT SIZE=2>"), or by the National Association of Securities Dealers,&nbsp;Inc.
("</FONT><FONT SIZE=2><I>NASD</I></FONT><FONT SIZE=2>"), and applicable state securities laws in connection with the purchase and distribution of the Shares by the Underwriters, no consent, approval,
authorization or order of, or filing or registration with, any such court or governmental agency or body is required for the execution, delivery and performance of this Agreement by the Transaction
Entities and the consummation of the transactions contemplated hereby and thereby. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(o)&nbsp;&nbsp;&nbsp;Except
as disclosed in the Prospectus and except with respect to that certain (A)&nbsp;Amended and Restated Registration Rights Agreement by and among Morgan Stanley
Real Estate Fund III, L.P., MSREF III Special Fund, L.P., MSP Real Estate Fund, L.P., Morgan Stanley Real Estate Investors III, L.P. (collectively, the "</FONT><FONT SIZE=2><I>MS
Entities</I></FONT><FONT SIZE=2>") and the Company, dated July&nbsp;28, 1999 (the "</FONT><FONT SIZE=2><I>Morgan Stanley Registration Rights Agreement</I></FONT><FONT SIZE=2>"), and (B)&nbsp;that
certain Registration Rights Agreement between the Company and the Swig Investment Company ("</FONT><FONT SIZE=2><I>SIC</I></FONT><FONT SIZE=2>"), dated June&nbsp;30, 1998 (the
"</FONT><FONT SIZE=2><I>SIC Registration Rights Agreement</I></FONT><FONT SIZE=2>"), there are no contracts, agreements or understandings between the Company and any
person granting such person the right to require the Company to file&nbsp;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 in any securities being registered pursuant to any other registration
statement filed by the Company under the Securities Act. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(p)&nbsp;&nbsp;&nbsp;(A)
No Registrable Securities (as such term is defined in the Morgan Stanley Registration Rights Agreement) have been issued to the MS Entities and (B)&nbsp;none of
the MS Entities or SIC has any right to exercise its respective registration right under the Morgan Stanley Registration Rights Agreement or the SIC Registration Rights Agreement, as the case may be,
as a result of the sale and issuance of the Shares. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(q)&nbsp;&nbsp;&nbsp;Except
as described in the Prospectus, no Transaction Entity has sold or issued any securities during the six-month period preceding the date of the
Prospectus, including any sales pursuant to Rule&nbsp;144A under, or Regulations D or S of, the Securities Act, other than shares issued pursuant to employee benefit plans, qualified stock options
plans or other employee compensation plans or pursuant to outstanding options, rights or warrants, that would be required to be integrated with the sale of the Shares. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(r)&nbsp;&nbsp;&nbsp;Except
as would not have a Material Adverse Effect, none of the Company, Subsidiaries, Joint Venture Entities or Properties has sustained, since the date of the latest
financial statements included in the Prospectus, any loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor
dispute or court or governmental action, order or decree, other than as set forth or contemplated in the Prospectus; and, since the date of the latest financial statements included in the Prospectus,
there has not been any change in the capital stock or long-term debt of any of the Transaction Entities or any material adverse change, or any development involving a prospective material
adverse change, in or affecting any of the Properties or the condition, financial or otherwise, business, prospects, operations, management, financial position, net worth, stockholders' equity or
results of operations of the Transaction Entities, Subsidiaries and Joint Venture Entities considered as one enterprise or use or value of the Properties as a whole, other than as set forth or
contemplated in the Prospectus. </FONT></P>

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

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<UL>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(s)&nbsp;&nbsp;&nbsp;The
financial statements (including the related notes and supporting schedules) included in, or incorporated by reference into, the Registration Statement or the
Prospectus (A)&nbsp;present fairly the financial condition, the results of operations, the statements of cash flows and the statements of stockholders' equity and other information purported to be
shown thereby of the Company and its consolidated Subsidiaries, at the dates and for the periods indicated and (B)&nbsp;have been prepared in conformity with generally accepted accounting principles
applied on a consistent basis throughout the periods involved. The summary and selected financial data included in the Prospectus present fairly the information shown therein as at the respective
dates and for the respective periods specified, and the summary and selected financial data have been presented on a basis consistent with the financial statements so set forth in the Prospectus and
other financial information. Pro forma financial information included in the Prospectus has been prepared in accordance with the applicable requirements of the Securities Act and the Regulations with
respect to pro forma financial information and includes all adjustments necessary to present fairly the pro forma financial position of the Company at the respective dates indicated and the results of
operations for the respective periods specified. No other financial statements (or schedules) of the Company, or any predecessor of the Company, are required by the Securities Act to be included in
the Registration Statement or the Prospectus. The other financial statistical information and data included in, or incorporated by reference in, the Prospectus or Prospectus Supplement, historical and </FONT> <FONT SIZE=2><I>pro forma</I></FONT><FONT
SIZE=2>, have been derived from the financial records of the Company (or its predecessors) and, in all material respects, have been prepared on a
basis consistent with such books and records of the Company (or its predecessor). </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(t)&nbsp;&nbsp;&nbsp;&nbsp;Ernst&nbsp;&amp;
Young LLP, who have certified the financial statements and supporting schedules included in, or incorporated by reference into, the Registration Statement
and the Prospectus, whose reports appear in the Prospectus and who have delivered the initial letter referred to in Section&nbsp;7(f) hereof, are, and during the periods covered by such reports
were, independent public accountants as required by the Securities Act and the Securities Act Regulations. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(u)&nbsp;&nbsp;&nbsp;(A)
The Operating Partnership, directly or indirectly, or any Joint Venture Entity in which any of the Company or the Operating Partnership, directly or indirectly, owns
an interest, as the case may be, has good and marketable title fee or leasehold, as the case may be, to each of the interests in the Properties and the other assets described in the Prospectus as
being directly or indirectly owned by the Operating Partnership or the applicable Joint Venture Entity, respectively, (the "</FONT><FONT SIZE=2><I>Properties</I></FONT><FONT SIZE=2>"), in each case
free and clear of all liens, encumbrances, claims, security interests and defects, other than those referred to in the Prospectus or those which would not have a Material Adverse Effect;
(B)&nbsp;all liens, charges, encumbrances, claims or restrictions on or affecting any of the Properties and the assets of any Transaction Entity, Subsidiaries or Joint Venture Entity which are
required to be disclosed in the Prospectus are disclosed therein; (C)&nbsp;except as otherwise described in the Prospectus, none of the Transaction Entities, Subsidiaries or Joint Venture Entities
or any tenant of any of the Properties is in default under (i)&nbsp;any space leases (as lessor or lessee, as the case may be) relating to the Properties, (ii)&nbsp;any of the mortgages or other
security documents or other agreements encumbering or otherwise recorded against the Properties, or (iii)&nbsp;any ground lease, sublease or operating sublease relating to any of the Properties, and
no Transaction Entity knows of any event which, but for the passage of time or the giving of notice, or both, would constitute a default under any of such documents or agreements except with respect
to (i), (ii)&nbsp;and (iii)&nbsp;immediately above any such default that would not have a Material Adverse Effect; (D)&nbsp;no tenant under any of the leases at the Properties has a right of
first refusal to purchase the premises demised under such lease; (E)&nbsp;to the knowledge of any of the Transaction Entities, each of the Properties complies with all applicable codes, laws and
regulations (including, without limitation, building and zoning codes, laws and regulations and laws relating to access to the Properties), except for such failures to comply that would not have a
Material Adverse Effect; and (F)&nbsp;no Transaction Entity has knowledge of any pending or threatened condemnation </FONT></P>

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

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<P><FONT SIZE=2>proceedings,
zoning change or other proceeding or action that will in any material manner affect the size of, use of, improvements on, construction on or access to the Properties. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(v)&nbsp;&nbsp;&nbsp;The
mortgages and deeds of trust which encumber the Properties are not convertible into equity securities of the entity owning such Property and said mortgages and deeds
of trust are not cross-defaulted or cross-collateralized with any property other than other Properties. </FONT></P>


<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(w)&nbsp;&nbsp;The
Operating Partnership, directly or indirectly, has obtained title insurance on the fee or leasehold interests, as the case may be, in each of the Properties, in an
amount at least equal to the greater of (a)&nbsp;the mortgage indebtedness of each such Property or (b)&nbsp;the purchase price of each such Property. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(x)&nbsp;&nbsp;&nbsp;Except
as disclosed in the Prospectus or would not result in a Material Adverse Effect: (A)&nbsp;to the knowledge of the Transaction Entities, the operations of the
Transaction Entities, the Joint Venture Entities and the Properties are in compliance with all Environmental Laws (as defined below) and all requirements of applicable permits, licenses, approvals and
other authorizations issued pursuant to Environmental Laws; (B)&nbsp;to the knowledge of the Transaction Entities, none of the Transaction Entities, any Joint Venture Entity or any Property has
caused or suffered to occur any Release (as defined below) of any Hazardous Substance (as defined below) into the Environment (as defined below) on, in, under or from any Property, and no condition
exists on, in, under or adjacent to any Property that could result in the incurrence of liabilities under, or any violations of, any Environmental Law or give
rise to the imposition of any Lien (as defined below), under any Environmental Law; (C)&nbsp;none of the Transaction Entities or any Joint Venture Entity has received any written notice of a claim
under or pursuant to any Environmental Law or under common law pertaining to Hazardous Substances on, in, under or originating from any Property; (D)&nbsp;none of the Transaction Entities has actual
knowledge of, or received any written notice from any Governmental Authority (as defined below) claiming any violation of any Environmental Law or a determination to undertake and/or request the
investigation, remediation, clean-up or removal of any Hazardous Substance released into the Environment on, in, under or from any Property; and (E)&nbsp;no Property is included or, to
the knowledge of the Transaction Entities, proposed for inclusion on the National Priorities List issued pursuant to CERCLA (as defined below) by the United States Environmental Protection Agency (the
"</FONT><FONT SIZE=2><I>EPA</I></FONT><FONT SIZE=2>") or on the Comprehensive Environmental Response, Compensation, and Liability Information System database maintained by the EPA, and none of the
Transaction Entities has actual knowledge that any Property has otherwise been identified in a published writing by the EPA as a potential CERCLA removal, remedial or response site or, to the
knowledge of the Transaction Entities, is included on any similar list of potentially contaminated sites pursuant to any other Environmental Law. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(y)&nbsp;&nbsp;&nbsp;As
used herein, "</FONT><FONT SIZE=2><I>Hazardous Substance</I></FONT><FONT SIZE=2>" shall include any hazardous substance, hazardous waste, toxic substance, pollutant
or hazardous material, including, without limitation, oil, petroleum or any petroleum-derived substance or waste, asbestos or asbestos-containing materials, PCBs, pesticides, explosives, radioactive
materials, dioxins, urea formaldehyde insulation or any constituent of any such substance, pollutant or waste which is subject to regulation under any Environmental Law (including, without limitation,
materials listed in the United States Department of Transportation Optional Hazardous Material Table, 49 C.F.R. &sect; 172.101, or in the EPA's List of Hazardous Substances and Reportable
Quantities, 40 C.F.R. Part&nbsp;302); "</FONT><FONT SIZE=2><I>Environment</I></FONT><FONT SIZE=2>" shall mean any surface water, drinking water, ground water, land surface, subsurface strata, river
sediment, buildings, structures, and ambient, workplace and indoor and outdoor air; "</FONT><FONT SIZE=2><I>Environmental Law</I></FONT><FONT SIZE=2>" shall mean the Comprehensive Environmental
Response, Compensation and Liability Act of 1980, as amended (42 U.S.C. &sect; 9601 </FONT><FONT SIZE=2><I>et seq</I></FONT><FONT SIZE=2>.)
("</FONT><FONT SIZE=2><I>CERCLA</I></FONT><FONT SIZE=2>"), the Resource Conservation and Recovery Act of 1976, as amended (42 U.S.C. &sect; 6901, </FONT><FONT SIZE=2><I>et
seq</I></FONT><FONT SIZE=2>.), the Clean Air Act, as amended (42 U.S.C. &sect; 7401, </FONT><FONT SIZE=2><I>et seq</I></FONT><FONT SIZE=2>.), the Clean Water Act, as amended (33 U.S.C.
&sect; 1251, </FONT><FONT SIZE=2><I>et seq</I></FONT><FONT SIZE=2>.), the Toxic Substances Control </FONT></P>

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

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<P><FONT SIZE=2>Act,
as amended (15 U.S.C. &sect; 2601, </FONT><FONT SIZE=2><I>et seq</I></FONT><FONT SIZE=2>.), the Occupational Safety and Health Act of 1970, as amended (29 U.S.C. &sect; 651, </FONT> <FONT SIZE=2><I>et seq</I></FONT><FONT SIZE=2>.), the Hazardous
Materials Transportation Act, as amended (49 U.S.C. &sect; 1801, </FONT><FONT SIZE=2><I>et
seq</I></FONT><FONT SIZE=2>.), and all other federal, state and local laws, ordinances, regulations, rules and orders relating to the protection of the environments or of human health from
environmental effects; "</FONT><FONT SIZE=2><I>Governmental Authority</I></FONT><FONT SIZE=2>" shall mean any federal, state or local governmental office, agency or authority having the duty or
authority to promulgate, implement or enforce any Environmental Law; "</FONT><FONT SIZE=2><I>Lien</I></FONT><FONT SIZE=2>" shall mean, with respect to any Property, any mortgage, deed of trust,
pledge, security interest, lien, encumbrance, penalty, fine, charge, assessment, judgment or other liability in, on or affecting such Property; and
"</FONT><FONT SIZE=2><I>Release</I></FONT><FONT SIZE=2>" shall mean any spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping, emanating or
disposing of any Hazardous Substance into the Environment, including, without limitation, the abandonment or discard of barrels, containers, tanks (including, without limitation, underground storage
tanks) or other receptacles containing or previously containing any Hazardous Substance. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(z)&nbsp;&nbsp;&nbsp;None
of the environmental consultants which prepared environmental and asbestos inspection reports with respect to any of the Properties was employed for such purpose on
a contingent basis or has any substantial interest in the Company or any of its Subsidiaries or any Joint Venture Entities, and none of them nor any of their directors, officers or employees is
connected with the Company or any of its Subsidiaries as a promoter, selling agent, voting trustee, director, officer or employee. </FONT></P>


<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(aa)&nbsp;Except
as described or referred to in the Registration Statement, the Company, the Subsidiaries and the Joint Venture Entities are insured by insurers of recognized
financial responsibility against such losses and risks and in such amounts and covering such risks as are customary in the businesses in which they are engaged or propose to engage after giving effect
to the transactions described in the Prospectus; and neither the Company nor any other Transaction Entity has any reason to believe that it, any Subsidiary or any Joint Venture Entity will not be able
to renew its existing insurance coverage as and when such coverage expires or to obtain similar coverage (to the extent that such renewal is available on a commercially reasonable basis) from similar
insurers as may be necessary to continue their business at a cost that would not have a Material Adverse Effect. </FONT></P>


<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(bb)&nbsp;Each
of the Company, the Subsidiaries and the Joint Venture Entities owns or possesses adequate rights to use all material patents, patent applications, trademarks,
service marks, trade names, trademark registrations, service mark registrations, copyrights and licenses necessary for the conduct of its business and has no reason to believe that the conduct of its
business will conflict with, and has not received any notice of any claim of conflict with, any such rights of others. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(cc)&nbsp;Except
as described in the Prospectus, there are no actions, suits or proceedings by or before any court or Governmental Authority pending to which any of the Company,
its Subsidiaries or any Joint Venture Entity is a party or of which any of the Properties or assets of any of the Transaction Entities, Subsidiaries or Joint Venture Entities is the subject which, if
determined adversely to such entities, might have a Material Adverse Effect, and to the knowledge of any of the Transaction Entities, no such proceedings are threatened or contemplated by court or
Governmental Authority or threatened by others. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(dd)&nbsp;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,
the Exchange Act, the Securities Act Regulations or the Exchange Act 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 Securities Act Regulations. Neither the Company, nor to the Company's knowledge, any other party is in default in the observance or performance of any term or
obligation to be performed by it under any agreement listed in the exhibits to the </FONT></P>

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

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<P><FONT SIZE=2>Registration
Statement, and no event has occurred which with notice or lapse of time or both would constitute such a default, in any such case which default or event would have a Material Adverse
Effect. No default exists, and no event has occurred which with notice or lapse of time or both would constitute a default, in the due performance and observance of any term, covenant or condition, by
the Company or any of its Subsidiaries or any Joint Venture Entities of any other agreement or instrument to which the Company or any of its Subsidiaries or any Joint Venture Entities is a party or by
which any of them or their respective properties or businesses may be bound or affected which default or event would have a Material Adverse Effect. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(ee)&nbsp;No
relationship, direct or indirect, exists between or among any of the Transaction Entities on the one hand, and the directors, officers, stockholders, customers or
suppliers of the Transaction Entities, their Subsidiaries or any Joint Venture Entity on the other hand, which is required to be described in the Prospectus which is not so described. </FONT></P>


<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(ff)&nbsp;&nbsp;No
labor disturbance by the employees of any Transaction Entity, their Subsidiaries or any Joint Venture Entity exists or, to the knowledge of the Transaction Entities,
is imminent which might have a Material Adverse Effect. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(gg)&nbsp;Each
Transaction Entity is in compliance in all material respects with all applicable provisions of the Employee Retirement Income Security Act of 1974, as amended,
including the regulations and published interpretations thereunder ("</FONT><FONT SIZE=2><I>ERISA</I></FONT><FONT SIZE=2>"); no "</FONT><FONT SIZE=2><I>reportable event</I></FONT><FONT SIZE=2>" (as
defined in ERISA) has occurred with respect to any "</FONT><FONT SIZE=2><I>pension plan</I></FONT><FONT SIZE=2>" (as defined in ERISA) for which any Transaction Entity would have any liability; no
Transaction Entity has incurred or expects to incur liability under (i)&nbsp;Title IV of ERISA with respect to termination of, or withdrawal from, any "pension plan" or (ii)&nbsp;Sections 412 or
4971 of the Code; each "pension plan" for which any Transaction Entity would have any liability that is intended to be qualified under Section&nbsp;401(a) of the Code is so qualified in all material
respects and nothing has occurred, whether by action or by failure to act, which would cause the loss of such qualification, except where the failure to be so qualified would not have a Material
Adverse Effect. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(hh)&nbsp;Each
of the Transaction Entities, their Subsidiaries or any Joint Venture Entity has filed all federal, state and local income and franchise tax returns required to be
filed through the date hereof and has paid all taxes due thereon or otherwise due and payable, and no tax deficiency has been determined adversely to any of the Transaction Entities, their
Subsidiaries or any Joint Venture Entity which has had (nor does any Transaction Entity have any knowledge of any tax deficiency which, if determined adversely to it might have a Material Adverse
Effect. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(ii)&nbsp;&nbsp;&nbsp;At
all times since August&nbsp;14, 1997, the Company has been and upon the sale of Shares will continue to be, organized and operated in conformity with the
requirements for qualification of the Company as a real estate investment trust ("</FONT><FONT SIZE=2><I>REIT</I></FONT><FONT SIZE=2>") under the Code and the proposed method of operation of the
Company as described in the Prospectus will enable the Company to continue to meet the requirements for qualification and taxation as a REIT under the Code, and no actions have been taken (or not
taken which are required to be taken) which would cause such qualification to be lost. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(jj)&nbsp;&nbsp;&nbsp;Except
as described in the Prospectus, the Operating Partnership is not currently prohibited, directly or indirectly, from paying any distributions to the Company to
the extent permitted by applicable law, from making any other distribution on the Operating Partnership's partnership interest, from repaying to the Company for any loans or advances made by the
Company to the Operating Partnership. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(kk)&nbsp;Since
the date as of which information is given in the Registration Statement and the Prospectus through the date hereof, and except as may otherwise be disclosed in
the Prospectus, (i)&nbsp;no Transaction Entity has (a)&nbsp;issued or granted any securities, (b)&nbsp;incurred any liability or </FONT></P>

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

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<P><FONT SIZE=2>obligation,
direct or contingent, other than liabilities and obligations which were incurred in the ordinary course of business, (c)&nbsp;entered into any transaction not in the ordinary course of
business or (d)&nbsp;except for regular quarterly dividends on the Company's common stock, par value $0.01 per share ("</FONT><FONT SIZE=2><I>Common Shares</I></FONT><FONT SIZE=2>"), and regular
distributions on the Units, declared or paid any dividend or distribution on its capital stock, Units or other form of ownership interests; and (ii)&nbsp;there has been no material adverse change in
the condition, financial or otherwise, business, prospects, operations, management, consolidated financial position, net worth, stockholders' equity or results of operations of the Transaction
Entities and the Subsidiaries and the Joint Venture Entities considered as one enterprise or on the use or value of the Properties as a whole. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(ll)&nbsp;&nbsp;&nbsp;Each
Transaction Entity (i)&nbsp;makes and keeps accurate books and records and (ii)&nbsp;maintains internal accounting controls which provide reasonable assurance
that (A)&nbsp;transactions are executed in accordance with management's authorization, (B)&nbsp;transactions are recorded as necessary to permit preparation of its financial statements and to
maintain accountability for its assets, (C)&nbsp;access to its assets is permitted only in accordance with management's authorization and (D)&nbsp;the reported accountability for its assets is
compared with existing assets at reasonable intervals. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(mm)&nbsp;None
of the Company, its Subsidiaries or any Joint Venture Entity (i)&nbsp;is in violation of its charter, by-laws, certificate of limited partnership,
agreement of limited partnership or other similar organizational document, (ii)&nbsp;is in default, and no event has occurred which, with notice or lapse of time or both, would constitute a default
(or give rise to any right of termination, redemption, repurchase, cancellation or acceleration), 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, except for any such default which would not have a
Material Adverse Effect, or (iii)&nbsp;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 may
be 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 for any such violation which would not have a Material Adverse Effect. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(nn)&nbsp;None
of the Company, its Subsidiaries or any Joint Venture Entity, nor any director, officer, agent, employee or other person associated with or acting on behalf of
such entity, has (A)&nbsp;used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity, (B)&nbsp;made any direct or indirect
unlawful payment to any foreign or domestic government official or employee from corporate funds, (C)&nbsp;violated or is in violation of any provision of the Foreign Corrupt Practices Act of 1977,
or (D)&nbsp;made any bribe, rebate, payoff, influence payment, kickback or other unlawful payment. </FONT></P>


<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(oo)&nbsp;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. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(pp)&nbsp;Other
than this Agreement and as set forth in the Prospectus under the heading "Underwriting," there are no contracts, agreements or understandings between any
Transaction Entity and any person that would give rise to a valid claim against any Transaction Entity or the Underwriters for a brokerage commission, finder's fee or other like payment with respect
to the consummation of the transactions contemplated by this Agreement. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(qq)&nbsp;The
Company intends to apply the net proceeds from the sale of the Shares being sold by the Company in accordance with the description set forth in the Prospectus under
the caption "Use of Proceeds." </FONT></P>

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

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<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(rr)&nbsp;&nbsp;Each
of the Company, its Subsidiaries and the Joint Venture Entities possess such permits, licenses, approvals, consents and other authorizations (collectively,
"</FONT><FONT SIZE=2><I>Governmental Licenses</I></FONT><FONT SIZE=2>") issued by the appropriate federal, state, local or foreign regulatory agencies or bodies necessary to conduct the business now
operated by them except where failure to possess any such Governmental Licenses would not result in a Material Adverse Effect; the Company, its Subsidiaries and the Joint Venture Entities are in
compliance with the terms and conditions of all such Governmental Licenses, except where the failure so to comply would not, singly or in the aggregate, result in a Material Adverse Effect; all of the
Governmental Licenses are valid and in full force and effect, except when the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would
not result in a Material Adverse Effect; and none of the Company, its Subsidiaries and the Joint Venture Entities has received any notice of proceedings relating to the revocation or modification of
any such Governmental Licenses which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would result in a Material Adverse Effect. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(ss)&nbsp;&nbsp;None
of the Transaction Entities, nor any of their respective trustees, directors, officers, members or controlling persons, has taken or will take, directly or
indirectly, any action resulting in a violation of Regulation&nbsp;M under the Exchange Act, or designed to cause or result in, or that has constituted or that reasonably might be expected to
constitute, the stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Securities. </FONT></P>


<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(tt)&nbsp;&nbsp;The
Shares have been authorized for listing, upon official notice of issuance, on the NYSE. </FONT></P>

</UL>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;2.</FONT><FONT
SIZE=2><I>&nbsp;&nbsp;&nbsp;&nbsp;Purchase of the Shares by the Underwriters.</I></FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;</FONT></P>

<UL>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)</FONT><FONT
SIZE=2><I>&nbsp;&nbsp;&nbsp;&nbsp;Initial Shares.</I></FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;On the basis of the representations and warranties contained in, and subject to the terms
and conditions of, this Agreement, the Company agrees to sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at the price
per Share set forth in </FONT><FONT SIZE=2><I>Schedule&nbsp;II</I></FONT><FONT SIZE=2>, the number of Initial Shares set forth opposite the name of such Underwriter in </FONT> <FONT SIZE=2><I>Schedule&nbsp;I</I></FONT><FONT SIZE=2>. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)</FONT><FONT
SIZE=2><I>&nbsp;&nbsp;&nbsp;&nbsp;Option Shares.</I></FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;In addition, on the basis of the representations and warranties contained in, and subject to
the terms of conditions of, this Agreement, the Company hereby grants to the Underwriters an option, severally and not jointly, to purchase from the Company all or any part of the Option Shares at the
purchase price set forth in </FONT><FONT SIZE=2><I>Schedule&nbsp;II</I></FONT><FONT SIZE=2> plus any additional number of shares that such Underwriter may become obligated to purchase pursuant to
the provisions of Section&nbsp;8 hereof. The option hereby granted will expire 20&nbsp;days after the date hereof and may be exercised in whole or in part from time to time only for the purpose of
covering over-allotments which may be made in connection with the offering and distribution of the Initial Shares upon notice by Citigroup Global Markets&nbsp;Inc. to the Company setting
forth the number of Option Shares as to which the Underwriters are then exercising the option and the time and date of payment and delivery for such Option Shares. Any such time and date of delivery
(a "Date of Delivery") shall be determined by Citigroup Global Markets&nbsp;Inc., but shall not be later than seven full business days (nor earlier, without the consent of the Company, than two full
business days) after the exercise of said option, nor in any event prior to the Closing Time, as hereinafter defined. If the option is exercised as to all or any portion of the Option Shares, each of
the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Shares then being purchased, which the number of Initial Shares set forth in </FONT> <FONT SIZE=2><I>Schedule&nbsp;I</I></FONT><FONT
SIZE=2> opposite the name of such Underwriter bears to the total number of Initial Shares, subject in each case to such adjustments among
Underwriters as Citigroup Global Markets&nbsp;Inc. in its sole discretion shall make to eliminate any sales or purchases of fractional shares. </FONT></P>

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

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<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;3.</FONT><FONT
SIZE=2><I>&nbsp;&nbsp;&nbsp;&nbsp;Offering of Shares by the Underwriters.</I></FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;</FONT></P>

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

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;4.</FONT><FONT
SIZE=2><I>&nbsp;&nbsp;&nbsp;&nbsp;Delivery of and Payment for the Shares.</I></FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;</FONT></P>

<UL>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)</FONT><FONT
SIZE=2><I>&nbsp;&nbsp;&nbsp;&nbsp;Initial Shares.</I></FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;Delivery of and payment for the Initial Shares shall be made at the office of Clifford
Chance US LLP, 200 Park Avenue, New York, New York 10166, or at such other date or place as shall be determined by agreement between the Underwriters and the Company, at 10:00&nbsp;A.M., New York
City time, on the third full business day following the date of this Agreement. This date and time are sometimes referred to as the "</FONT><FONT SIZE=2><I>Closing Date</I></FONT><FONT SIZE=2>." On
the Closing Date, the Company shall deliver or cause to be delivered certificates representing the Initial Shares to each Underwriter for the account of such Underwriter against payment to or upon the
order of the Company of the purchase price by wire transfer of same-day funds. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a
further condition of the obligation of the Underwriters hereunder. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Upon
delivery, the Initial Shares shall be registered in such names and in such denominations as the Underwriters shall request in writing not less than two full business days prior to
the Closing Date. For the purpose of expediting the checking and packaging of the certificates for the Initial Shares, the Company shall make the certificates representing the Initial Shares available
for inspection by the Underwriters in New York, New York, not later than 2:00&nbsp;P.M., New York City time, on the business day prior to the Closing 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;Option Shares.</I></FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;In addition, delivery of and payment for the Option Shares shall be made at the office of
Clifford Chance US LLP, 200 Park Avenue, New York, New York 10166, or at such other date or place as shall be determined by agreement between the Underwriters and the Company, at 10:00&nbsp;A.M.,
New York City time, on each Date of Delivery. On each Date of Delivery, the Company shall deliver or cause to be delivered certificates representing the Option Shares being purchased to each
Underwriter for the account of such Underwriter against payment to or upon the order of the Company of the purchase price by wire transfer of same-day funds. Time shall be of the essence,
and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of the Underwriters hereunder. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Upon
delivery, the Option Shares shall be registered in such names and in such denominations as the Underwriters shall request in writing not less than two full business days prior to
the Closing Date. For the purpose of expediting the checking and packaging of the certificates for the Initial Shares, the Company shall make the certificates representing the Initial Shares available
for inspection by the Underwriters in New York, New York, not later than 2:00&nbsp;P.M., New York City time, on the business day prior to the Closing Date. </FONT></P>

</UL>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;5.</FONT><FONT
SIZE=2><I>&nbsp;&nbsp;&nbsp;&nbsp;Further Agreements of the Company.</I></FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;The Company agrees: </FONT></P>

<UL>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;&nbsp;&nbsp;To
prepare the Prospectus Supplement in a form approved by the Underwriters and to file such Prospectus Supplement pursuant to Rule&nbsp;424(b) under the Securities
Act not later than the Commission's close of business on the second business day following the execution and delivery of this Agreement; to make no further amendment or any supplement to the
Registration Statement or to the Prospectus except as permitted herein; to advise the Underwriters, promptly after it receives notice thereof, of the time when any amendment to the Registration
Statement has been filed or becomes effective or any supplement to the Prospectus or any amended Prospectus has been filed and to furnish the Underwriters with copies thereof; to advise the
Underwriters, promptly after it receives notice thereof, of the issuance by the Commission of any stop order or of any order preventing or suspending the use of any Preliminary Prospectus or the
Prospectus, of the suspension of the qualification of the Shares for offering or sale in any jurisdiction, of the </FONT></P>

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

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<P><FONT SIZE=2>initiation
or threatening of any proceeding for any such purpose, or of any request by the Commission for the amending or supplementing of the Registration Statement or the Prospectus or for
additional information; and, in the event of the issuance of any stop order or of any order preventing or suspending the use of any Preliminary Prospectus Supplement or the Prospectus Supplement or
suspending any such qualification, to use promptly its best efforts to obtain its withdrawal; </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;&nbsp;&nbsp;To
furnish promptly to the Underwriters and to counsel for the Underwriters, upon request, a conformed copy of the Registration Statement as originally filed with the
Commission, and each amendment thereto filed with the Commission, including all consents and exhibits filed therewith; </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;&nbsp;&nbsp;To
deliver promptly to the Underwriters such number of the following documents as the Underwriters shall reasonably request: (i)&nbsp;conformed copies of the
Registration Statement as originally filed with the Commission and each amendment thereto (in each case including consents and exhibits other than this Agreement and the computation of per share
earnings) and (ii)&nbsp;each Preliminary Prospectus Supplement, the Prospectus Supplement and any amended or supplemented Prospectus Supplement; and, if the delivery of a prospectus is required at
any time after the Effective Time in connection with the offering or sale of the Shares and if at such time any events shall have occurred as a result of which the Preliminary Prospectus Supplement or
the Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light
of the circumstances under which they were made when such Preliminary Prospectus Supplement or the Prospectus is delivered, not misleading, or, if for any other reason it shall be necessary to amend
or supplement the Preliminary Prospectus Supplement or the Prospectus in order to comply with the Securities Act or the Exchange Act, to notify the Underwriters and, upon its request, to file such
document and to prepare and furnish without charge to the Underwriters and to any dealer in securities as many copies as the Underwriters may from time to time reasonably request of an amended or
supplemented Preliminary Prospectus Supplement or the Prospectus which will correct such statement or omission or effect such compliance. The aforementioned documents furnished to the Underwriters
will be identical to the electronically
transmitted copies thereof filed with the Commission pursuant to EDGAR, except to the extent permitted by Regulation&nbsp;S-T; </FONT></P>


<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(d)&nbsp;&nbsp;&nbsp;To
file promptly with the Commission any amendment to the Registration Statement or the Prospectus Supplement or any supplement to the Prospectus Supplement that may, in
the judgment of the Underwriters or counsel to the Underwriters, be required by the Securities Act or the Exchange Act or requested by the Commission; </FONT></P>

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

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<UL>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(e)&nbsp;&nbsp;&nbsp;Prior
to filing with the Commission any amendment to the Registration Statement or supplement to the Prospectus pursuant to Rule&nbsp;424 of the Securities Act
Regulations, to furnish a copy thereof to the Underwriters and counsel for the Underwriters and obtain the consent of the Underwriters to the filing; </FONT></P>


<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(f)&nbsp;&nbsp;&nbsp;&nbsp;The
Company will make generally available to its security holders as soon as practicable but no later than 60&nbsp;days after the close of the period covered thereby
an earnings statement (in form complying with the provisions of Section&nbsp;11(a) of the Securities Act and Rule&nbsp;158 of the Securities Act Regulations), which need not be certified by
independent certified public accountants unless required by the Securities Act or the Securities Act Regulations, covering a twelve-month period commencing after the "effective date" (as defined in
said Rule&nbsp;158) of the Registration Statement; </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(g)&nbsp;&nbsp;&nbsp;The
Company will furnish to the Underwriters, from time to time during the period when the Prospectus is required to be delivered under the Securities Act or the
Exchange Act such number of copies of the Prospectus (as amended or supplemented) as the Underwriters may reasonably request for the purposes contemplated by the Securities Act or the Exchange Act or
the respective applicable rules and regulations of the Commission thereunder; </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(h)&nbsp;&nbsp;&nbsp;For
a period of five years following the Effective Date, to furnish to the Underwriters, upon request, copies of all materials furnished by the Company to its
stockholders and all public reports and all reports and financial statements furnished by the Company to the principal national securities exchange upon which the Shares may be listed pursuant to
requirements of or agreements with such exchange or to the Commission pursuant to the Exchange Act or any rule or regulation of the Commission thereunder; </FONT></P>


<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i)&nbsp;&nbsp;&nbsp;&nbsp;Promptly
from time to time to take such action as the Underwriters may reasonably request to qualify the Shares for offering and sale under the securities, real estate
syndication or Blue Sky laws of such jurisdictions as the Underwriters may request and to comply with such laws so as to permit the continuance of sales and dealings therein in such jurisdictions for
as long as may be necessary to complete the distribution of the Shares by the Underwriters; </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(j)&nbsp;&nbsp;&nbsp;&nbsp;From
the date of this Agreement through, and including, the 30th day after the Closing Date, not to offer, sell, contract to sell or otherwise dispose of, except as
provided hereunder, any securities of the Company that are substantially similar to the Shares, including but not limited to any securities that are convertible into or exchangeable for, or that
represent the right to receive, the Common Stock or any such substantially similar securities without the prior written consent of Citigroup Global Markets&nbsp;Inc.,
other than (i)&nbsp;the Shares, (ii)&nbsp;shares of Common Stock issued pursuant to employee benefit plans, qualified stock option plans, dividend reinvestment plans or other employee compensation
plans existing on the date hereof or (iii)&nbsp;sales or offers in private placement transactions to, or in direct public placements to, sellers relating to acquisition of real property or interests
therein, including mortgage or leasehold interests, or in conjunction with any joint venture transaction, made to any seller of such real property or such joint venture interest; </FONT></P>


<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(k)&nbsp;&nbsp;&nbsp;To
use its best efforts to effect and maintain the listing of the Shares on the NYSE; </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(l)&nbsp;&nbsp;&nbsp;&nbsp;To
take such steps as shall be necessary to ensure that neither the Company nor the Operating Partnership shall become 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; </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(m)&nbsp;&nbsp;The
Company will use its best efforts to continue to meet the requirements to qualify as a REIT under the Code; and </FONT></P>

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

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<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(n)&nbsp;&nbsp;&nbsp;Except
for the authorization of actions permitted to be taken by the Underwriters as contemplated herein or in the Prospectus, neither the Company nor the Operating
Partnership will (a)&nbsp;take, directly or indirectly, any action designed to cause or to result in, or that might reasonably be expected to constitute, the stabilization or manipulation of the
price of any security of the Company to facilitate the sale or resale of the Shares, and (b)&nbsp;until the Closing Date, (i)&nbsp;sell, bid for or purchase the Securities or pay any person any
compensation for soliciting purchases of the Securities or (ii)&nbsp;pay or agree to pay to any person any compensation for soliciting another to purchase any other securities of the Company. </FONT></P>

</UL>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;6.</FONT><FONT
SIZE=2><I>&nbsp;&nbsp;&nbsp;&nbsp;Expenses.</I></FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;The Transaction Entities jointly and severally agree to pay (a)&nbsp;the costs incident to the
authorization, issuance, sale and delivery of the Shares and any taxes payable in that connection; (b)&nbsp;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)&nbsp;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)&nbsp;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)&nbsp;the filing fees, if any,
incident to securing any required review by the NASD of the terms of sale of the Shares; (g)&nbsp;any applicable listing or other fees; (h)&nbsp;the fees and expenses of qualifying the Shares
under the securities laws of the several jurisdictions as provided in Section&nbsp;5(i)&nbsp;and of preparing, printing and distributing a Blue Sky Memorandum (including related reasonable fees
and expenses of counsel to the Underwriters); (i)&nbsp;the costs of
preparing certificates for the Shares; (j)&nbsp;all other costs and expenses incident to the performance of the obligations of the Transaction Entities under this Agreement; (k)&nbsp;the costs and
charges of any dividend disbursing agent; (l)&nbsp;the costs and charges of any transfer agent and registrar; (m)&nbsp;any expenses incurred by the Company in connection with a "road show"
presentation to potential investors; (n)&nbsp;the fees and disbursements of the Company's counsel and accountants; </FONT><FONT SIZE=2><I>provided</I></FONT><FONT SIZE=2> that, except as provided
in this Section&nbsp;6, Section&nbsp;9 and Section&nbsp;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)&nbsp;the performance of the Company's other obligations hereunder (including,
without limitation, costs incurred in closing the purchase of the Option Shares, if any). </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;7.</FONT><FONT
SIZE=2><I>&nbsp;&nbsp;&nbsp;&nbsp;Conditions of Underwriter's Obligations.</I></FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;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: </FONT></P>

<UL>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;&nbsp;&nbsp;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, such post-effective amendment shall have become effective not later than 5:30&nbsp;P.M., New York City time, on the date hereof,
or at such later date and time as shall be consented to in writing by you, and all filings, if any, required by Rule&nbsp;424 under the Securities Act Regulations shall have been timely made; no
stop order suspending the effectiveness of the Registration Statement or any part thereof shall have been issued and no proceeding for that purpose shall have been instituted or, to the knowledge of
the Transaction Entities, or the Underwriters, threatened by the Commission, and any request of the Commission for additional information (to be included in the Registration Statement or the
Prospectus or otherwise) shall have been complied with to the satisfaction of the Underwriters. </FONT></P>

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

<HR NOSHADE>
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<UL>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;&nbsp;&nbsp;Subsequent
to the Effective Date of this Agreement, there shall not have occurred (i)&nbsp;any material adverse change in the condition, financial or otherwise,
business, prospects, operations, management, consolidated financial position, net worth, stockholders' equity or results of operations of the Transaction Entities and the Subsidiaries and Joint
Venture Entities considered as one enterprise or on the use or value of the Properties as a whole or (ii)&nbsp;any event or development relating to or involving any of the Transaction Entities,
Subsidiaries, Joint Venture Entities, or any partner, officer, director or trustee thereof, which makes any statement of a material fact made in the Prospectus untrue or which, in the opinion of the
Transaction Entities and their counsel or the Underwriters and their counsel, requires the making of any addition to or change in the Prospectus in order to state a material fact required by the
Securities Act or any other law to be stated therein or necessary in order to make the statements therein not misleading, if amending or supplementing the Prospectus to reflect such event or
development would, in your opinion, adversely affect the market for the Shares. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;&nbsp;&nbsp;All
corporate proceedings and other legal matters incident to the authorization, form and validity of this Agreement, the Shares, the Registration Statement and the
Prospectus, and all other legal matters relating to this Agreement and the transactions contemplated hereby shall be reasonably satisfactory to counsel for the Underwriters, and the Company shall have
furnished to such counsel all documents and information that they may reasonably request to enable them to pass upon such matters. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(d)&nbsp;&nbsp;&nbsp;Clifford
Chance US LLP shall have furnished to the Underwriters its written opinion, as counsel to the Transaction Entities, addressed to the Underwriters and dated the
Closing Date and each Date of Delivery (if any), in form and substance reasonably satisfactory to the Underwriters and counsel to the Underwriters, in the form set forth in </FONT> <FONT SIZE=2><I>Exhibit&nbsp;B</I></FONT><FONT SIZE=2> hereto.
</FONT></P>


<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(e)&nbsp;&nbsp;&nbsp;Solomon
and Weinberg LLP shall have furnished to the Underwriters its written opinion, as tax counsel to the Transaction Entities, addressed to the Underwriters and
dated the Closing Date and each Date of Delivery (if any), in form and substance reasonably satisfactory to the Underwriters and counsel to the Underwriters, to the effect that: </FONT></P>

<UL>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;i.&nbsp;&nbsp;Commencing
with its taxable year ended December&nbsp;31, 1997, the Company was organized and has been operated in conformity with the requirements for qualification
and taxation as a REIT under the Code and the proposed method of operation of the Company will enable the Company to continue to meet the requirements for qualification and taxation as a REIT under
the Code. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;ii.&nbsp;&nbsp;The
Operating Partnership is classified as a partnership and not as (a)&nbsp;an association taxable as a corporation or (b)&nbsp;a "publicly traded partnership"
taxable as a corporation under Section&nbsp;7704(a) of the Code. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;iii.&nbsp;&nbsp;The
statements contained in the Prospectus under the captions "Material Federal Income Tax Consequences" and "Restrictions on Ownership of Capital Stock," that
describe applicable U.S. federal income tax law are correct in all material respects as of the Closing Date and each Date of Delivery (if any). </FONT></P>

</UL>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(f)&nbsp;&nbsp;&nbsp;&nbsp;The
Underwriter shall have received from Hogan&nbsp;&amp; Hartson L.L.P., counsel for the Underwriters, such opinion or opinions, dated the Closing Date and each Date of
Delivery (if any), with respect to the issuance and sale of the Shares, the Registration Statement, the Prospectus and other related matters as the Underwriters may reasonably require, and the Company
shall have furnished to such counsel such documents as they reasonably request for the purpose of enabling them to pass upon such matters. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(g)&nbsp;&nbsp;&nbsp;At
the time of execution of this Agreement, the Underwriters shall have received from Ernst&nbsp;&amp; Young LLP a letter, in form and substance satisfactory to the
Underwriters, addressed to </FONT></P>

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

<HR NOSHADE>
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<UL>
<BR>

<P><FONT SIZE=2>the
Underwriters and dated the date hereof (i)&nbsp;confirming that they are independent public accountants within the meaning of the Securities Act and are in compliance with the applicable
requirements relating to the qualification of accountants under Rule&nbsp;2-01 of Regulation&nbsp;S-X of the Commission, and (ii)&nbsp;stating, as of the date hereof (or,
with respect to matters involving changes or developments since the respective dates as of which specified financial information is given in the Prospectus, as of a date not more than three business
days prior to the date hereof), the conclusions and findings of such firm with respect to the financial information and other matters ordinarily covered by accountants' "comfort letters" to
underwriters in connection with registered public offerings as contemplated in the Statement on Auditing Standards No.&nbsp;72. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(h)&nbsp;&nbsp;&nbsp;With
respect to the letter of Ernst&nbsp;&amp; Young LLP referred to in the preceding paragraph and delivered to the Underwriters concurrently with the execution of this
Agreement (the "</FONT><FONT SIZE=2><I>initial letter</I></FONT><FONT SIZE=2>"), the Company shall have furnished to the Underwriters a letter (the "</FONT><FONT SIZE=2><I>bring-down
letter</I></FONT><FONT SIZE=2>") of such accountants, addressed to the Underwriters and dated the Closing Date and each Date of Delivery (if any) (i)&nbsp;confirming that they are independent public
accountants within the meaning of the Securities Act and are in compliance with the applicable requirements relating to the qualification of accountants under Rule&nbsp;2-01 of
Regulation&nbsp;S-X of the Commission, (ii)&nbsp;stating, as of the date of the bring-down letter (or, with respect to matters involving changes or developments since the
respective dates as of which specified financial information is given in the Prospectus, as of a date not more than three business days prior to the date of the bring-down letter), the
conclusions and findings of such firm with respect to the financial information and other matters covered by the initial letter and (iii)&nbsp;confirming in all material respects the conclusions and
findings set forth in the initial letter. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i)&nbsp;&nbsp;&nbsp;&nbsp;The
Company and the Operating Partnership shall have furnished to the Underwriters a certificate, dated the Closing Date and each Date of Delivery (if any), of its, or
its general partner's, Chief Executive Officer and Chief Financial Officer stating that: </FONT></P>

<UL>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i)&nbsp;&nbsp;The
representations, warranties and agreements of the Transaction Entities in Section&nbsp;1 are true and correct as of the Closing Date or the Date of Delivery (if
any), as applicable; the Company has complied with all its agreements contained herein; and the conditions set forth in Sections 7(a) and (b)&nbsp;have been fulfilled; and </FONT></P>


<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(ii)&nbsp;&nbsp;They
have carefully examined the Registration Statement and the Prospectus and, in their opinion (A)&nbsp;as of the Effective Date, the Registration Statement and
Prospectus did not include any untrue statement of a material fact and did not omit to state a material fact required to be stated therein or necessary to make the statements therein (with respect to
the Prospectus, in light of the circumstances under which they were made) not misleading, and (B)&nbsp;since the Effective Date no event has occurred which should have been set forth in a supplement
or amendment to the Registration Statement or the Prospectus. </FONT></P>

</UL>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(j)&nbsp;&nbsp;&nbsp;&nbsp;On
the Closing Date and each Date of Delivery (if any), counsel for the Underwriters shall have been furnished with such documents and opinions as they may require for
the purpose of enabling them to pass upon the issuance and sale of the Shares as herein contemplated and related proceedings, or in order to evidence the accuracy of any of the representations or
warranties, or the fulfillment of any of the conditions, herein contained; and all proceedings taken by the Transaction Entities in connection with the issuance and sale of the Shares as herein
contemplated shall be satisfactory in form and substance to the Underwriters and counsel for the Underwriters. </FONT></P>


<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(k)&nbsp;&nbsp;&nbsp;The
Company and the Operating Partnership shall have furnished or caused to be furnished to you such further certificates and documents as the Underwriters or counsel to
the Underwriters shall have reasonably requested. </FONT></P>

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

<HR NOSHADE>
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<UL>
<BR>
</UL>

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


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

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;8.</FONT><FONT
SIZE=2><I>&nbsp;&nbsp;&nbsp;&nbsp;Effective Date of Agreement.</I></FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;</FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;This
Agreement shall become effective: (i)&nbsp;upon the execution hereof by the parties hereto; or (ii)&nbsp;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. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;9.</FONT><FONT
SIZE=2><I>&nbsp;&nbsp;&nbsp;&nbsp;Indemnification and Contribution.</I></FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;</FONT></P>

<UL>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;&nbsp;&nbsp;The
Transaction Entities, jointly and severally, will indemnify and hold harmless each Underwriter against any losses, claims, damages or liabilities, joint or several,
to which such Underwriter may become subject, under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based
upon an untrue statement or alleged untrue statement of a material fact contained in any Preliminary Prospectus, any preliminary prospectus
supplement, the Registration Statement, and the Prospectus as amended or supplemented or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to
state therein a material fact required to be stated therein or necessary to make the statements therein (with respect to the Prospectus, in light of the circumstances under which they are made) not
misleading, and will reimburse each Underwriter for any legal or other expenses reasonably incurred by such Underwriter in connection with investigating or defending any such action or claim as such
expenses are incurred; </FONT><FONT SIZE=2><I>provided</I></FONT><FONT SIZE=2>, </FONT><FONT SIZE=2><I>however</I></FONT><FONT SIZE=2>, that none of the Transaction Entities shall be liable in any
such case to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in any
Preliminary Prospectus, any preliminary prospectus supplement, the Registration Statement, and the Prospectus as amended or supplemented or any such amendment or supplement in reliance upon and in
conformity with written information furnished to the Transaction Entities by an Underwriter through Citigroup Global Markets&nbsp;Inc. expressly for use in the Prospectus as amended or supplemented
relating to such Shares, which information is set forth in </FONT><FONT SIZE=2><I>Exhibit&nbsp;A</I></FONT><FONT SIZE=2> hereto. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;&nbsp;&nbsp;Each
Underwriter will indemnify and hold harmless each of the Transaction Entities against any losses, claims, damages or liabilities to which such Transaction Entity
may become subject, under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or
alleged untrue statement of a material fact contained in any Preliminary Prospectus, any preliminary prospectus supplement, the Registration Statement, and the Prospectus as amended or supplemented,
or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the
statements therein (with respect to the Prospectus, in light of the circumstances under which they are made) not misleading, in each case to the extent, but only to the extent, that such untrue
statement or alleged untrue statement or omission or alleged omission was made in any Preliminary Prospectus, any preliminary prospectus supplement, the Registration Statement, and the Prospectus as
amended or supplemented, or any such amendment or supplement in reliance upon and in conformity with written information furnished to such Transaction Entity by such Underwriter through Citigroup
Global Markets&nbsp;Inc. expressly for use </FONT></P>

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

<HR NOSHADE>
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<UL>
<BR>

<P><FONT SIZE=2>therein,
which information is set forth in </FONT><FONT SIZE=2><I>Exhibit&nbsp;A</I></FONT><FONT SIZE=2> hereto; and will reimburse the Transaction Entities for any legal or other expenses
reasonably incurred by the Transaction Entities in connection with investigating or defending any such action or claim as such expenses are incurred. </FONT></P>


<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;&nbsp;&nbsp;Promptly
after receipt by an indemnified party under subsection (a)&nbsp;or (b)&nbsp;above of notice of the commencement of any action, such indemnified party shall,
if a claim in respect thereof is to be made against an indemnifying party under such subsection, notify the indemnifying party in writing of the commencement thereof; but the omission so to notify
such indemnifying party shall not relieve it from any liability which it may have to any indemnified party under such subsection except to the extent it has been materially prejudiced by such failure.
In case any such action shall be brought against any indemnified party and it shall notify the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate
therein and, to the extent that it shall wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified
party (who shall not, except with the consent of the indemnified party, be counsel to the indemnifying party), and, after notice from the indemnifying party to such indemnified party of its election
so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party under such subsection for any legal or other expenses, in each
case subsequently incurred by such indemnified party, in connection with the defense thereof other than reasonable costs of investigation. No indemnifying party shall, without the written consent of
the indemnified party, effect the settlement or compromise of, or consent to the entry of any judgment with respect to, any pending or threatened action or claim in respect of which indemnification or
contribution may be sought hereunder (whether or not the indemnified party is an actual or potential party to such action or claim) unless such settlement, compromise or judgment (i)&nbsp;includes
an unconditional release of the indemnified party from all liability arising out of such action or claim and (ii)&nbsp;does not include any statement as to, or an admission of, fault, culpability or
a failure to act, by or on behalf of any indemnified party. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(d)&nbsp;&nbsp;&nbsp;If
the indemnification provided for in this Section&nbsp;9 is unavailable to or insufficient to hold harmless an indemnified party under subsection (a)&nbsp;or
(b)&nbsp;above in respect of any losses, claims, damages or liabilities (or actions in respect thereof) referred to therein, then each indemnifying party shall, in lieu of indemnifying such
indemnified party in respect of such losses, claims, damages or liabilities (or actions in respect thereto), contribute to the amount paid or payable by such indemnified party as a result of such
losses, claims, damages or liabilities (or actions in respect thereof) in such proportion as is appropriate to reflect the relative benefits received by the Transaction Entities on the one hand and
the Underwriters on the other from the offering of the Shares to which such loss, claim, damage or liability (or action in respect thereof) relates. If, however, the allocation provided by the
immediately preceding sentence is not permitted by applicable law, then each indemnifying party shall contribute to such amount paid or payable by such indemnified party in such proportion as is
appropriate to reflect not only such relative benefits but also the relative fault of the Transaction Entities on the one hand and the Underwriters on the other in connection with the statements or
omissions which resulted in such losses, claims, damages or liabilities (or actions in respect thereof), as well as any other relevant equitable considerations. The relative benefits received by the
Transaction Entities on the one hand and the Underwriters on the other shall be deemed to be in the same proportion as the total net proceeds from such offering (before deducting expenses) received by
the Transaction Entities bear to the total underwriting discounts and commissions received by the Underwriters. The relative fault shall be determined by reference, whether the untrue or alleged
untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Transaction Entities on the one hand or the Underwriters on the
other and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The Transaction Entities and the Underwriters agree that it
would not </FONT></P>

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

<HR NOSHADE>
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<A NAME="page_ki1279_1_21"> </A>
<UL>
<BR>

<P><FONT SIZE=2>be
just and equitable if contributions pursuant to this subsection (d)&nbsp;were determined by </FONT><FONT SIZE=2><I>pro rata</I></FONT><FONT SIZE=2> allocation (even if the Underwriters were
treated as one entity for such purpose) or by any other method of allocation which does not take account of the equitable considerations referred to above in this subsection (d). The amount paid or
payable by an indemnified party as a result of the losses, claims, damages or liabilities (or actions in respect thereof) referred to above in this subsection (d)&nbsp;shall be deemed to include any
legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this subsection (d), no
Underwriter shall be required to contribute any amount in excess of the amount by which the total price at which the applicable Shares underwritten by it and distributed to the public were offered to
the public exceeds the amount of any damages which such Underwriter has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person
guilty of fraudulent misrepresentation (within the meaning of Section&nbsp;11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent
misrepresentation. The indemnifying party shall not be required to indemnify the indemnified party for any amount paid or payable by the indemnified party in the settlement of any action, proceeding
or investigation without the written consent of the indemnifying party, which consent shall not be unreasonably withheld. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(e)&nbsp;&nbsp;&nbsp;The
obligations of the Transaction Entities under this Section&nbsp;9 shall be in addition to any liability which the Transaction Entities may otherwise have and shall
extend, upon the same terms and conditions, to each person, if any, who controls any Underwriter within the meaning of the Securities Act; and the obligations of the Underwriters under this
Section&nbsp;9 shall be in addition to any liability which the respective Underwriters may otherwise have and shall extend, upon the same terms and conditions, to each officer and director of the
Transaction Entities and to each person, if any, who controls the Transaction Entities within the meaning of the Securities Act. </FONT></P>

</UL>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;10.</FONT><FONT
SIZE=2><I>&nbsp;&nbsp;&nbsp;&nbsp;Default by one or more of the Underwriters.</I></FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;</FONT></P>

<UL>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;&nbsp;&nbsp;If
any Underwriter shall default in its obligation to purchase the Shares which it has agreed to purchase under this Agreement, the non-defaulting
Underwriters may in their discretion arrange for themselves or another party or other parties to purchase such Shares on the terms contained herein. If within thirty-six hours after such
default by any Underwriter the non-defaulting Underwriters do not arrange for the purchase of such Shares, then the Company shall be entitled to a further period of thirty-six
hours within which to procure another party or other parties satisfactory to the non-defaulting Underwriters to purchase such Shares on such terms. In the event that, within the respective
prescribed period, the non-defaulting Underwriters notify the Company that they have so arranged for the purchase of such Shares, or the Company notifies the non-defaulting
Underwriters that it has so arranged for the purchase of such Shares, the non-defaulting Underwriters or the Company shall have the right to postpone the Closing Date for such Shares for a
period of not more than seven days, in order to effect whatever changes may thereby be made necessary in the Registration Statement or the Prospectus as amended or supplemented, or in any other
documents or arrangements, and the Company agrees to file promptly any amendments or supplements to the Registration Statement or the Prospectus which in the opinion of the non-defaulting
Underwriters may thereby be made necessary. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;&nbsp;&nbsp;If,
after giving effect to any arrangements for the purchase of the Shares of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters and
the Company as provided in subsection (a)&nbsp;above, the aggregate number of such Shares which remains unpurchased does not exceed one-tenth of the aggregate number of the Shares to be
purchased at the Closing Date, then the Company shall have the right to require each non-defaulting Underwriter to purchase the number of Shares which such Underwriter agreed to purchase
under this Agreement and, in addition, to require each non-defaulting Underwriter to purchase its pro rata share (based on the </FONT></P>

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

<HR NOSHADE>
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<UL>
<BR>

<P><FONT SIZE=2>number
of Shares which such Underwriter agreed to purchase under this Agreement) of the Shares of such defaulting Underwriter or Underwriters for which such arrangements have not been made; but
nothing herein shall relieve a defaulting Underwriter from liability for its default. </FONT></P>


<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;&nbsp;&nbsp;If,
after giving effect to any arrangements for the purchase of the Shares of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters and
the Company as provided in subsection (a)&nbsp;above, (i)&nbsp;the aggregate number of Shares which remains unpurchased </FONT><FONT SIZE=2><I>exceeds</I></FONT><FONT SIZE=2>
one-tenth of the aggregate number of the Shares to be purchased at the Closing Date, as referred to in subsection (b)&nbsp;above, or (ii)&nbsp;the Company shall not exercise the right
described in subsection (b)&nbsp;above to require non-defaulting Underwriters to purchase Shares of a defaulting Underwriter or Underwriters, then, in each case, this Agreement shall
thereupon terminate, without liability on the part of any non-defaulting Underwriter or the Company, except for the expenses to be borne by the Company and the Underwriters as provided in
Section&nbsp;6 hereof and
the indemnity and contribution agreements in Section&nbsp;9 hereof; but nothing herein shall relieve a defaulting Underwriter from liability for its default. </FONT></P>

</UL>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;11.</FONT><FONT
SIZE=2><I>&nbsp;&nbsp;&nbsp;&nbsp;Termination.</I></FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;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: </FONT></P>

<UL>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;&nbsp;&nbsp;(i)&nbsp;Any
of the Transaction Entities or any Property shall have sustained, since the date of the latest financial statements included in the Prospectus, any loss
or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree,
otherwise than as set forth or contemplated in the Prospectus or (ii)&nbsp;since the date of the latest financial statements included in the Prospectus there shall have been any change in the
capital stock or long-term debt of any Transaction Entity or any change, or any development involving a prospective change, in or affecting any Property or the general affairs, management,
financial position, stockholders' equity or results of operations of any Transaction Entity, otherwise than as set forth or contemplated in the Prospectus (including the transactions described under
"Summary&#151;Recent Developments" in the Prospectus), the effect of which, in any such case described in clause&nbsp;(i) or (ii), is, in the judgment of Citigroup Global Markets&nbsp;Inc.,
so material and adverse as to make it impracticable or inadvisable to proceed with the public offering or the delivery of the Shares being delivered on the Closing Date on the terms and in the manner
contemplated in the Prospectus; </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;&nbsp;&nbsp;Subsequent
to the execution and delivery of this Agreement there shall have occurred any of the following: (i)&nbsp;trading in securities generally on the New York
Stock Exchange or the American Stock Exchange or in the over-the-counter market, or trading in any securities of the Company on any exchange or in the
over-the-counter market, shall have been suspended or minimum prices shall have been established on any such exchange or such market by the Commission, by such exchange or by
any other regulatory body or governmental authority having jurisdiction, (ii)&nbsp;a banking moratorium shall have been declared by Federal or New York state authorities, (iii)&nbsp;the United
States shall have become engaged in hostilities, there shall have been an escalation in hostilities involving the United States or there shall have been a declaration of a national emergency or war by
the United States, or (iv)&nbsp;there shall have occurred any other calamity or crisis or any change in general economic, political or financial conditions (or the effect of international conditions
on the financial markets in the United States shall be such) as to make it, in the sole judgment of Citigroup Global Markets&nbsp;Inc. impracticable or inadvisable to proceed with the public
offering or delivery of the Shares being delivered on the Closing Date on the terms and in the manner contemplated in the Prospectus; or </FONT></P>

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

<HR NOSHADE>
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<A NAME="page_ki1279_1_23"> </A>
<UL>
<BR>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;&nbsp;&nbsp;The
Transaction Entities shall have failed at or prior to the Closing Date or any Date of Delivery to have performed or complied with any of their agreements herein
contained and required to be
performed or complied with by them hereunder at or prior to the Closing Date or such Date of Delivery. </FONT></P>

</UL>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;12.</FONT><FONT
SIZE=2><I>&nbsp;&nbsp;&nbsp;&nbsp;Reimbursement of Underwriters' Expenses.</I></FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;If (a)&nbsp;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&nbsp;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&nbsp;10(c)(i)&nbsp;by reason of default
of any Underwriter, the Transaction Entities shall not be obligated to reimburse the Underwriters on account of those expenses; </FONT><FONT SIZE=2><I>provided</I></FONT><FONT SIZE=2>, </FONT> <FONT SIZE=2><I>however</I></FONT><FONT SIZE=2>, that if
this Agreement is terminated pursuant to Section&nbsp;10(c)(ii)&nbsp;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. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;13.</FONT><FONT
SIZE=2><I>&nbsp;&nbsp;&nbsp;&nbsp;Notices, etc.</I></FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;All statements, requests, notices and agreements hereunder shall be in writing, and: </FONT></P>

<UL>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;&nbsp;&nbsp;if
to the Underwriters, shall be delivered or sent by mail, telex or facsimile transmission to Citigroup Global Markets&nbsp;Inc., 388 Greenwich Street, New York, New
York 10013, Attention: General Counsel (Fax: (212)&nbsp;816-7912). </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;&nbsp;&nbsp;if
to the Transaction Entities shall be delivered or sent by mail, telex or facsimile transmission to the Company, 420 Lexington Avenue, New York, New York 10170,
Attention: Marc Holliday and Andrew Levine (Fax: (212)&nbsp;216-1785). </FONT></P>

</UL>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;14.</FONT><FONT
SIZE=2><I>&nbsp;&nbsp;&nbsp;&nbsp;Persons Entitled to Benefit of Agreement.</I></FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;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)&nbsp;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&nbsp;15 of the Securities Act and (b)&nbsp;the indemnity agreement of each Underwriter contained in
Section&nbsp;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&nbsp;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&nbsp;14, any legal or equitable right, remedy or claim under or in respect of this Agreement or any provision contained herein. </FONT></P>


<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;15.</FONT><FONT
SIZE=2><I>&nbsp;&nbsp;&nbsp;&nbsp;Survival.</I></FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;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. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;16.</FONT><FONT
SIZE=2><I>&nbsp;&nbsp;&nbsp;&nbsp;Definition of the Terms "Business Day" and "Subsidiary".</I></FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;For purposes of this Agreement,
(a)&nbsp;"business day" means any day on which the New York Stock Exchange,&nbsp;Inc. is open for trading and (b)&nbsp;"subsidiary" has the meaning set forth in Rule&nbsp;405 of the Securities
Act Regulations. </FONT></P>

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

<HR NOSHADE>
<!-- ZEQ.=9,SEQ=23,EFW="2126487",CP="SL GREEN REALTY CORP.",DN="2",CHK=804976,FOLIO='23',FILE='DISK035:[04NYC9.04NYC1279]KI1279A.;4',USER='SGUNTHE',CD='14-JAN-2004;09:57' -->
<A NAME="page_ki1279_1_24"> </A>
<BR>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;17.</FONT><FONT
SIZE=2><I>&nbsp;&nbsp;&nbsp;&nbsp;Governing Law.</I></FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;This Agreement shall be governed by and construed in accordance with the laws of New York. </FONT></P>


<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;18.</FONT><FONT
SIZE=2><I>&nbsp;&nbsp;&nbsp;&nbsp;Counterparts.</I></FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;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. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;19.</FONT><FONT
SIZE=2><I>&nbsp;&nbsp;&nbsp;&nbsp;Headings.</I></FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;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. </FONT></P>

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

<HR NOSHADE>
<!-- ZEQ.=10,SEQ=24,EFW="2126487",CP="SL GREEN REALTY CORP.",DN="2",CHK=420732,FOLIO='24',FILE='DISK035:[04NYC9.04NYC1279]KI1279A.;4',USER='SGUNTHE',CD='14-JAN-2004;09:57' -->
<BR>
<!-- THIS IS THE END OF A COMPOSITION COMPONENT -->
<!-- TOC_END -->

<P><FONT SIZE=2>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;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. </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=4><FONT SIZE=2>Very truly yours,</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=4><BR><FONT SIZE=2><B>SL GREEN REALTY CORP.</B></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="3%"><FONT SIZE=2><BR>&nbsp;</FONT></TD>
<TD COLSPAN=2><FONT SIZE=2><BR>
/s/&nbsp;&nbsp;</FONT><FONT SIZE=2>MICHAEL W. REID</FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</FONT><HR NOSHADE><FONT SIZE=2> Name: Michael W. Reid<BR>
Title: Chief Operating Officer</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=4><BR><FONT SIZE=2><B>SL GREEN OPERATING PARTNERSHIP, L.P.</B></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="3%"><FONT SIZE=2><BR>&nbsp;</FONT></TD>
<TD COLSPAN=2><FONT SIZE=2><BR>
SL Green Realty Corp.,<BR>
its 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>
&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="47%"><FONT SIZE=2><BR>
/s/&nbsp;&nbsp;</FONT><FONT SIZE=2>MICHAEL W. REID</FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</FONT><HR NOSHADE><FONT SIZE=2> Name: Michael W. Reid<BR>
Title: Chief Operating Officer</FONT></TD>
</TR>
</TABLE>
<!-- end of user-specified TAGGED TABLE -->

<!-- User-specified TAGGED TABLE -->
<TABLE WIDTH="100%" BORDER=0 CELLSPACING=0 CELLPADDING=0>
<TR VALIGN="TOP">
<TD COLSPAN=2><FONT SIZE=2>Accepted:</FONT></TD>
<TD WIDTH="3%"><FONT SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH="39%"><FONT SIZE=2>&nbsp;</FONT></TD>
</TR>
<TR VALIGN="TOP">
<TD COLSPAN=2><BR><FONT SIZE=2><B>CITIGROUP GLOBAL MARKETS&nbsp;INC.</B></FONT></TD>
<TD WIDTH="3%"><FONT SIZE=2><BR>&nbsp;</FONT></TD>
<TD WIDTH="39%"><FONT SIZE=2><BR>
&nbsp;</FONT></TD>
</TR>
<TR VALIGN="TOP">
<TD WIDTH="4%"><FONT SIZE=2><BR>
By:</FONT></TD>
<TD WIDTH="54%"><FONT SIZE=2><BR>
/s/&nbsp;&nbsp;</FONT><FONT SIZE=2>JEFF HOROWITZ</FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</FONT><HR NOSHADE><FONT SIZE=2> Name: Jeff Horowitz<BR>
Title: Managing Director</FONT></TD>
<TD WIDTH="3%"><FONT SIZE=2><BR>&nbsp;</FONT></TD>
<TD WIDTH="39%"><FONT SIZE=2><BR>
&nbsp;</FONT></TD>
</TR>
<TR VALIGN="BOTTOM">
<TD COLSPAN=2 VALIGN="TOP"><FONT SIZE=2><BR>
For itself and the other Underwriter<BR>
named in </FONT><FONT SIZE=2><I>Schedule&nbsp;I</I></FONT><FONT SIZE=2> to the<BR>
foregoing Agreement.</FONT></TD>
<TD WIDTH="3%" VALIGN="TOP"><FONT SIZE=2><BR>&nbsp;</FONT></TD>
<TD WIDTH="39%"><FONT SIZE=2><BR>
&nbsp;</FONT></TD>
</TR>
</TABLE>
<!-- end of user-specified TAGGED TABLE -->

<HR NOSHADE>
<!-- ZEQ.=1,SEQ=25,EFW="2126487",CP="SL GREEN REALTY CORP.",DN="2",CHK=530167,FOLIO='blank',FILE='DISK035:[04NYC9.04NYC1279]KK1279A.;7',USER='OALBERT',CD='14-JAN-2004;13:57' -->
<P ALIGN="CENTER"><FONT SIZE=2><A
NAME="kk1279_schedule_i"> </A>
<A NAME="toc_kk1279_1"> </A>
<BR></FONT><FONT SIZE=2><B>SCHEDULE I    <BR>    </B></FONT></P>

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<TABLE WIDTH="80%" BORDER=0 CELLSPACING=0 CELLPADDING=0>
<TR VALIGN="BOTTOM">
<TH COLSPAN=2 ALIGN="LEFT"><FONT SIZE=1><B>Underwriter<BR> </B></FONT><HR NOSHADE></TH>
<TH WIDTH="2%"><FONT SIZE=1>&nbsp;</FONT></TH>
<TH WIDTH="17%" ALIGN="CENTER"><FONT SIZE=1><B>Number of Initial<BR>
Shares to be<BR>
Purchased</B></FONT><HR NOSHADE></TH>
</TR>
<TR BGCOLOR="#CCEEFF" VALIGN="TOP">
<TD COLSPAN=2><FONT SIZE=2>Citigroup Global Markets Inc.</FONT></TD>
<TD WIDTH="2%"><FONT SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH="17%" ALIGN="RIGHT"><FONT SIZE=2>1,170,000</FONT></TD>
</TR>
<TR BGCOLOR="White" VALIGN="TOP">
<TD COLSPAN=2><FONT SIZE=2>Wachovia Capital Markets, LLC</FONT></TD>
<TD WIDTH="2%"><FONT SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH="17%" ALIGN="RIGHT"><FONT SIZE=2>630,000</FONT></TD>
</TR>
<TR BGCOLOR="#CCEEFF" VALIGN="TOP">
<TD WIDTH="2%">&nbsp;</TD>
<TD WIDTH="78%"><BR><FONT SIZE=2> Total</FONT></TD>
<TD WIDTH="2%"><FONT SIZE=2><BR>&nbsp;</FONT></TD>
<TD WIDTH="17%" ALIGN="RIGHT"><FONT SIZE=2><BR>
1,800,000</FONT></TD>
</TR>
<TR VALIGN="TOP">
<TD COLSPAN=2><FONT SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH="2%"><FONT SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH="17%" ALIGN="RIGHT"><HR NOSHADE SIZE=4></TD>
</TR>
</TABLE>
<!-- end of user-specified TAGGED TABLE -->

<HR NOSHADE>
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<P ALIGN="CENTER"><FONT SIZE=2><A
NAME="kk1279_schedule_ii"> </A>
<A NAME="toc_kk1279_2"> </A>
<BR></FONT><FONT SIZE=2><B>SCHEDULE II    <BR>    </B></FONT></P>

<!-- User-specified TAGGED TABLE -->
<TABLE WIDTH="76%" BORDER=0 CELLSPACING=0 CELLPADDING=0>
<TR BGCOLOR="#CCEEFF" VALIGN="TOP">
<TD WIDTH="49%"><FONT SIZE=2><B>Title of Shares:</B></FONT></TD>
<TD WIDTH="3%"><FONT SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH="49%"><FONT SIZE=2>Common Stock, par value $0.01 per share</FONT></TD>
</TR>
<TR BGCOLOR="White" VALIGN="TOP">
<TD WIDTH="49%"><FONT SIZE=2><B><BR>
Number of Initial Shares:</B></FONT></TD>
<TD WIDTH="3%"><FONT SIZE=2><B><BR>&nbsp;</B></FONT></TD>
<TD WIDTH="49%"><FONT SIZE=2><BR>
1,800,000</FONT></TD>
</TR>
<TR BGCOLOR="#CCEEFF" VALIGN="TOP">
<TD WIDTH="49%"><FONT SIZE=2><B><BR>
Number of Option Shares:</B></FONT></TD>
<TD WIDTH="3%"><FONT SIZE=2><B><BR>&nbsp;</B></FONT></TD>
<TD WIDTH="49%"><FONT SIZE=2><BR>
Up to 270,000</FONT></TD>
</TR>
<TR BGCOLOR="White" VALIGN="TOP">
<TD WIDTH="49%"><FONT SIZE=2><B><BR>
Initial Offering Price to Public:</B></FONT></TD>
<TD WIDTH="3%"><FONT SIZE=2><B><BR>&nbsp;</B></FONT></TD>
<TD WIDTH="49%"><FONT SIZE=2><BR>
$42.33</FONT></TD>
</TR>
<TR BGCOLOR="#CCEEFF" VALIGN="TOP">
<TD WIDTH="49%"><FONT SIZE=2><B><BR>
Purchase Price by Underwriters:</B></FONT></TD>
<TD WIDTH="3%"><FONT SIZE=2><B><BR>&nbsp;</B></FONT></TD>
<TD WIDTH="49%"><FONT SIZE=2><BR>
$41.0601</FONT></TD>
</TR>
<TR BGCOLOR="White" VALIGN="TOP">
<TD WIDTH="49%"><FONT SIZE=2><B><BR>
Commission Payable to Underwriters:</B></FONT></TD>
<TD WIDTH="3%"><FONT SIZE=2><B><BR>&nbsp;</B></FONT></TD>
<TD WIDTH="49%"><FONT SIZE=2><BR>
$2,285,820</FONT></TD>
</TR>
</TABLE>
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<P><FONT SIZE=2><B>Form of Designated Shares:  </B></FONT></P>

<UL>

<P><FONT SIZE=2>Book-entry
only form represented by one or more global securities deposited with The Depositary Trust Company ("DTC") or its designated custodian, to be made available for checking by the
Underwriters at least twenty-four hours prior to the Closing Date and each Date of Delivery (if any) at the office of DTC. </FONT></P>

</UL>

<P><FONT SIZE=2><B>Specified Funds for Payment of Purchase Price:  </B></FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Federal (same-day) funds </FONT></P>

<P><FONT SIZE=2><B>Time of Delivery:  </B></FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;10:00&nbsp;a.m. (New York City time), January&nbsp;16, 2004 </FONT></P>

<P><FONT SIZE=2><B>Closing Location:  </B></FONT></P>


<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Clifford Chance US LLP, 200 Park Avenue, New York, New York 10166 </FONT></P>

<P><FONT SIZE=2><B>Names and addresses of Underwriters:  </B></FONT></P>

<UL>

<P><FONT SIZE=2>Citigroup
Global Markets&nbsp;Inc.<BR>
Wachovia Capital Markets, LLC </FONT></P>

<P><FONT SIZE=2>c/o
Citigroup Global Markets&nbsp;Inc.<BR>
388 Greenwich Street<BR>
New York, New York 10013, </FONT></P>

</UL>
<HR NOSHADE>
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<P ALIGN="CENTER"><FONT SIZE=2><A
NAME="kk1279_attachment_a"> </A>
<A NAME="toc_kk1279_3"> </A>
<BR></FONT><FONT SIZE=2><B>ATTACHMENT A    <BR>    </B></FONT></P>

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<TABLE WIDTH="84%" BORDER=0 CELLSPACING=0 CELLPADDING=0>
<TR VALIGN="BOTTOM">
<TH WIDTH="61%" ALIGN="LEFT"><FONT SIZE=1><B>Asset<BR> </B></FONT><HR NOSHADE></TH>
<TH WIDTH="2%"><FONT SIZE=1>&nbsp;</FONT></TH>
<TH WIDTH="18%" ALIGN="CENTER"><FONT SIZE=1><B>Outstanding<BR>
Principal Balance*</B></FONT><HR NOSHADE></TH>
<TH WIDTH="2%"><FONT SIZE=1>&nbsp;</FONT></TH>
<TH WIDTH="10%" ALIGN="CENTER"><FONT SIZE=1><B>Accrued<BR>
Interest</B></FONT><HR NOSHADE></TH>
<TH WIDTH="2%"><FONT SIZE=1>&nbsp;</FONT></TH>
<TH WIDTH="4%" ALIGN="CENTER"><FONT SIZE=1><B>Late<BR>
Fee</B></FONT><HR NOSHADE></TH>
</TR>
<TR BGCOLOR="#CCEEFF" VALIGN="BOTTOM">
<TD WIDTH="61%" VALIGN="TOP"><FONT SIZE=2>140 East 45<SUP>th</SUP> Street(1)<BR>
(2 Grand Central Tower)<BR>
New York, NY</FONT></TD>
<TD WIDTH="2%" VALIGN="TOP"><FONT SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH="18%" ALIGN="RIGHT"><FONT SIZE=2>25,000,000</FONT></TD>
<TD WIDTH="2%"><FONT SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH="10%" ALIGN="RIGHT"><FONT SIZE=2>157,088</FONT></TD>
<TD WIDTH="2%"><FONT SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH="4%" ALIGN="RIGHT"><FONT SIZE=2>&#151;</FONT></TD>
</TR>
<TR BGCOLOR="White" VALIGN="BOTTOM">
<TD WIDTH="61%" VALIGN="TOP"><FONT SIZE=2><BR>
1412 Broadway(1)<BR>
New York, NY</FONT></TD>
<TD WIDTH="2%" VALIGN="TOP"><FONT SIZE=2><BR>&nbsp;</FONT></TD>
<TD WIDTH="18%" ALIGN="RIGHT"><FONT SIZE=2><BR>
7,809,882</FONT></TD>
<TD WIDTH="2%"><FONT SIZE=2><BR>&nbsp;</FONT></TD>
<TD WIDTH="10%" ALIGN="RIGHT"><FONT SIZE=2><BR>
67,252</FONT></TD>
<TD WIDTH="2%"><FONT SIZE=2><BR>&nbsp;</FONT></TD>
<TD WIDTH="4%" ALIGN="RIGHT"><FONT SIZE=2><BR>
&#151;</FONT></TD>
</TR>
<TR BGCOLOR="#CCEEFF" VALIGN="BOTTOM">
<TD WIDTH="61%" VALIGN="TOP"><FONT SIZE=2><BR>
500-512 7<SUP>th</SUP> Avenue(1)<BR>
New York, NY</FONT></TD>
<TD WIDTH="2%" VALIGN="TOP"><FONT SIZE=2><BR>&nbsp;</FONT></TD>
<TD WIDTH="18%" ALIGN="RIGHT"><FONT SIZE=2><BR>
15,000,000</FONT></TD>
<TD WIDTH="2%"><FONT SIZE=2><BR>&nbsp;</FONT></TD>
<TD WIDTH="10%" ALIGN="RIGHT"><FONT SIZE=2><BR>
115,000</FONT></TD>
<TD WIDTH="2%"><FONT SIZE=2><BR>&nbsp;</FONT></TD>
<TD WIDTH="4%" ALIGN="RIGHT"><FONT SIZE=2><BR>
&#151;</FONT></TD>
</TR>
<TR BGCOLOR="White" VALIGN="BOTTOM">
<TD WIDTH="61%" VALIGN="TOP"><FONT SIZE=2><BR>
50 West 23<SUP>rd</SUP> Street(1)<BR>
New York, NY</FONT></TD>
<TD WIDTH="2%" VALIGN="TOP"><FONT SIZE=2><BR>&nbsp;</FONT></TD>
<TD WIDTH="18%" ALIGN="RIGHT"><FONT SIZE=2><BR>
11,000,000</FONT></TD>
<TD WIDTH="2%"><FONT SIZE=2><BR>&nbsp;</FONT></TD>
<TD WIDTH="10%" ALIGN="RIGHT"><FONT SIZE=2><BR>
113,667</FONT></TD>
<TD WIDTH="2%"><FONT SIZE=2><BR>&nbsp;</FONT></TD>
<TD WIDTH="4%" ALIGN="RIGHT"><FONT SIZE=2><BR>
&#151;</FONT></TD>
</TR>
<TR BGCOLOR="#CCEEFF" VALIGN="BOTTOM">
<TD WIDTH="61%" VALIGN="TOP"><FONT SIZE=2><BR>
469 7<SUP>th</SUP> Avenue(1)<BR>
New York, NY</FONT></TD>
<TD WIDTH="2%" VALIGN="TOP"><FONT SIZE=2><BR>&nbsp;</FONT></TD>
<TD WIDTH="18%" ALIGN="RIGHT"><FONT SIZE=2><BR>
5,479,085</FONT></TD>
<TD WIDTH="2%"><FONT SIZE=2><BR>&nbsp;</FONT></TD>
<TD WIDTH="10%" ALIGN="RIGHT"><FONT SIZE=2><BR>
47,916</FONT></TD>
<TD WIDTH="2%"><FONT SIZE=2><BR>&nbsp;</FONT></TD>
<TD WIDTH="4%" ALIGN="RIGHT"><FONT SIZE=2><BR>
&#151;</FONT></TD>
</TR>
<TR BGCOLOR="White" VALIGN="BOTTOM">
<TD WIDTH="61%" VALIGN="TOP"><FONT SIZE=2><BR>
132 West 31<SUP>st</SUP> Street(1)<BR>
New York, NY</FONT></TD>
<TD WIDTH="2%" VALIGN="TOP"><FONT SIZE=2><BR>&nbsp;</FONT></TD>
<TD WIDTH="18%" ALIGN="RIGHT"><FONT SIZE=2><BR>
8,000,000</FONT></TD>
<TD WIDTH="2%"><FONT SIZE=2><BR>&nbsp;</FONT></TD>
<TD WIDTH="10%" ALIGN="RIGHT"><FONT SIZE=2><BR>
58,667</FONT></TD>
<TD WIDTH="2%"><FONT SIZE=2><BR>&nbsp;</FONT></TD>
<TD WIDTH="4%" ALIGN="RIGHT"><FONT SIZE=2><BR>
&#151;</FONT></TD>
</TR>
<TR BGCOLOR="#CCEEFF" VALIGN="BOTTOM">
<TD WIDTH="61%" VALIGN="TOP"><FONT SIZE=2><BR>
19 West 44<SUP>th</SUP> Street(1)<BR>
New York, NY</FONT></TD>
<TD WIDTH="2%" VALIGN="TOP"><FONT SIZE=2><BR>&nbsp;</FONT></TD>
<TD WIDTH="18%" ALIGN="RIGHT"><FONT SIZE=2><BR>
7,000,000</FONT></TD>
<TD WIDTH="2%"><FONT SIZE=2><BR>&nbsp;</FONT></TD>
<TD WIDTH="10%" ALIGN="RIGHT"><FONT SIZE=2><BR>
72,333</FONT></TD>
<TD WIDTH="2%"><FONT SIZE=2><BR>&nbsp;</FONT></TD>
<TD WIDTH="4%" ALIGN="RIGHT"><FONT SIZE=2><BR>
&#151;</FONT></TD>
</TR>
<TR BGCOLOR="White" VALIGN="BOTTOM">
<TD WIDTH="61%" VALIGN="TOP"><FONT SIZE=2><BR>
40 Wall Street(1)<BR>
New York, NY</FONT></TD>
<TD WIDTH="2%" VALIGN="TOP"><FONT SIZE=2><BR>&nbsp;</FONT></TD>
<TD WIDTH="18%" ALIGN="RIGHT"><FONT SIZE=2><BR>
30,000,000</FONT></TD>
<TD WIDTH="2%"><FONT SIZE=2><BR>&nbsp;</FONT></TD>
<TD WIDTH="10%" ALIGN="RIGHT"><FONT SIZE=2><BR>
152,595</FONT></TD>
<TD WIDTH="2%"><FONT SIZE=2><BR>&nbsp;</FONT></TD>
<TD WIDTH="4%" ALIGN="RIGHT"><FONT SIZE=2><BR>
&#151;</FONT></TD>
</TR>
<TR BGCOLOR="#CCEEFF" VALIGN="BOTTOM">
<TD WIDTH="61%" VALIGN="TOP"><FONT SIZE=2><BR>
1370 Broadway(1)<BR>
New York, NY</FONT></TD>
<TD WIDTH="2%" VALIGN="TOP"><FONT SIZE=2><BR>&nbsp;</FONT></TD>
<TD WIDTH="18%" ALIGN="RIGHT"><FONT SIZE=2><BR>
3,994,647</FONT></TD>
<TD WIDTH="2%"><FONT SIZE=2><BR>&nbsp;</FONT></TD>
<TD WIDTH="10%" ALIGN="RIGHT"><FONT SIZE=2><BR>
45,982</FONT></TD>
<TD WIDTH="2%"><FONT SIZE=2><BR>&nbsp;</FONT></TD>
<TD WIDTH="4%" ALIGN="RIGHT"><FONT SIZE=2><BR>
&#151;</FONT></TD>
</TR>
<TR BGCOLOR="White" VALIGN="BOTTOM">
<TD WIDTH="61%" VALIGN="TOP"><FONT SIZE=2><BR>
461 5<SUP>th</SUP> Avenue<BR>
New York, NY</FONT></TD>
<TD WIDTH="2%" VALIGN="TOP"><FONT SIZE=2><BR>&nbsp;</FONT></TD>
<TD WIDTH="18%" ALIGN="RIGHT"><FONT SIZE=2><BR>
3,500,000</FONT></TD>
<TD WIDTH="2%"><FONT SIZE=2><BR>&nbsp;</FONT></TD>
<TD WIDTH="10%" ALIGN="RIGHT"><FONT SIZE=2><BR>
-0-</FONT></TD>
<TD WIDTH="2%"><FONT SIZE=2><BR>&nbsp;</FONT></TD>
<TD WIDTH="4%" ALIGN="RIGHT"><FONT SIZE=2><BR>
&#151;</FONT></TD>
</TR>
<TR BGCOLOR="#CCEEFF" VALIGN="BOTTOM">
<TD WIDTH="61%" VALIGN="TOP"><FONT SIZE=2><BR>
EAB Plaza(1)<BR>
Uniondale, NY</FONT></TD>
<TD WIDTH="2%" VALIGN="TOP"><FONT SIZE=2><BR>&nbsp;</FONT></TD>
<TD WIDTH="18%" ALIGN="RIGHT"><FONT SIZE=2><BR>
15,000,000</FONT></TD>
<TD WIDTH="2%"><FONT SIZE=2><BR>&nbsp;</FONT></TD>
<TD WIDTH="10%" ALIGN="RIGHT"><FONT SIZE=2><BR>
248,926</FONT></TD>
<TD WIDTH="2%"><FONT SIZE=2><BR>&nbsp;</FONT></TD>
<TD WIDTH="4%" ALIGN="RIGHT"><FONT SIZE=2><BR>
&#151;</FONT></TD>
</TR>
<TR BGCOLOR="White" VALIGN="BOTTOM">
<TD WIDTH="61%" VALIGN="TOP"><FONT SIZE=2><BR>
609 5<SUP>th</SUP> Avenue(1)<BR>
New York, NY</FONT></TD>
<TD WIDTH="2%" VALIGN="TOP"><FONT SIZE=2><BR>&nbsp;</FONT></TD>
<TD WIDTH="18%" ALIGN="RIGHT"><FONT SIZE=2><BR>
12,894,735</FONT></TD>
<TD WIDTH="2%"><FONT SIZE=2><BR>&nbsp;</FONT></TD>
<TD WIDTH="10%" ALIGN="RIGHT"><FONT SIZE=2><BR>
73,385</FONT></TD>
<TD WIDTH="2%"><FONT SIZE=2><BR>&nbsp;</FONT></TD>
<TD WIDTH="4%" ALIGN="RIGHT"><FONT SIZE=2><BR>
&#151;</FONT></TD>
</TR>
<TR BGCOLOR="#CCEEFF" VALIGN="BOTTOM">
<TD WIDTH="61%" VALIGN="TOP"><FONT SIZE=2><BR>
40-42 West 34<SUP>th</SUP> Street<BR>
New York, NY</FONT></TD>
<TD WIDTH="2%" VALIGN="TOP"><FONT SIZE=2><BR>&nbsp;</FONT></TD>
<TD WIDTH="18%" ALIGN="RIGHT"><FONT SIZE=2><BR>
500,000</FONT></TD>
<TD WIDTH="2%"><FONT SIZE=2><BR>&nbsp;</FONT></TD>
<TD WIDTH="10%" ALIGN="RIGHT"><FONT SIZE=2><BR>
20,957</FONT></TD>
<TD WIDTH="2%"><FONT SIZE=2><BR>&nbsp;</FONT></TD>
<TD WIDTH="4%" ALIGN="RIGHT"><FONT SIZE=2><BR>
&#151;</FONT></TD>
</TR>
<TR BGCOLOR="White" VALIGN="BOTTOM">
<TD WIDTH="61%" VALIGN="TOP"><FONT SIZE=2><BR>
225 West 34<SUP>th</SUP> Street<BR>
New York, New York</FONT></TD>
<TD WIDTH="2%" VALIGN="TOP"><FONT SIZE=2><BR>&nbsp;</FONT></TD>
<TD WIDTH="18%" ALIGN="RIGHT"><FONT SIZE=2><BR>
59,379,645</FONT></TD>
<TD WIDTH="2%"><FONT SIZE=2><BR>&nbsp;</FONT></TD>
<TD WIDTH="10%" ALIGN="RIGHT"><FONT SIZE=2><BR>
-0-</FONT></TD>
<TD WIDTH="2%"><FONT SIZE=2><BR>&nbsp;</FONT></TD>
<TD WIDTH="4%" ALIGN="RIGHT"><FONT SIZE=2><BR>
&#151;</FONT></TD>
</TR>
<TR BGCOLOR="#CCEEFF" VALIGN="BOTTOM">
<TD WIDTH="61%" VALIGN="TOP"><FONT SIZE=2><BR>
601 West 26<SUP>th</SUP> Street<BR>
New York, New York</FONT></TD>
<TD WIDTH="2%" VALIGN="TOP"><FONT SIZE=2><BR>&nbsp;</FONT></TD>
<TD WIDTH="18%" ALIGN="RIGHT"><FONT SIZE=2><BR>
40,000,000</FONT></TD>
<TD WIDTH="2%"><FONT SIZE=2><BR>&nbsp;</FONT></TD>
<TD WIDTH="10%" ALIGN="RIGHT"><FONT SIZE=2><BR>
-0-</FONT></TD>
<TD WIDTH="2%"><FONT SIZE=2><BR>&nbsp;</FONT></TD>
<TD WIDTH="4%" ALIGN="RIGHT"><FONT SIZE=2><BR>
&#151;</FONT></TD>
</TR>
</TABLE>
<!-- end of user-specified TAGGED TABLE -->

<HR NOSHADE ALIGN="LEFT" WIDTH="120">
<DL compact>
<DT style='margin-bottom:-11pt;'><FONT SIZE=2>*</FONT></DT><DD><FONT SIZE=2>As
of 12/31/03, except that 601 West 26th Street is as of 01/02/04.
<BR><BR></FONT></DD><DT style='margin-bottom:-11pt;'><FONT SIZE=2>(1)</FONT></DT><DD><FONT SIZE=2>Fleet
secured line. </FONT></DD></DL>
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<P ALIGN="CENTER"><FONT SIZE=2><A
NAME="kk1279_exhibit_a"> </A>
<A NAME="toc_kk1279_4"> </A>
<BR></FONT><FONT SIZE=2><B>EXHIBIT A    <BR>    </B></FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The following information appearing in the Prospectus has been furnished by the Underwriters expressly for use in the preparation of the Prospectus: </FONT></P>

<UL>
<DL compact>
<DT style='margin-bottom:-11pt;'><FONT SIZE=2>1.</FONT></DT><DD><FONT SIZE=2>The
names of the Underwriters.
<BR><BR></FONT></DD><DT style='margin-bottom:-11pt;'><FONT SIZE=2>2.</FONT></DT><DD><FONT SIZE=2>The
following information contained in the Prospectus Supplement under the caption "Underwriting":
<BR><BR></FONT>
<DL compact>
<DT style='margin-bottom:-11pt;'><FONT SIZE=2>a.</FONT></DT><DD><FONT SIZE=2>The
allocation of securities among the Underwriters in the table following the first paragraph;
<BR><BR></FONT></DD><DT style='margin-bottom:-11pt;'><FONT SIZE=2>b.</FONT></DT><DD><FONT SIZE=2>The
information regarding dealer compensation in the third paragraph; and
<BR><BR></FONT></DD><DT style='margin-bottom:-11pt;'><FONT SIZE=2>c.</FONT></DT><DD><FONT SIZE=2>The
information regarding stabilization in the eighth, ninth and tenth paragraphs. </FONT></DD></DL>
</DD></DL>
</UL>
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<UL>
<UL>
</UL>
</UL>
<!-- THIS IS THE END OF A COMPOSITION COMPONENT -->
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<P ALIGN="CENTER"><FONT SIZE=2><A
NAME="km1279_exhibit_b_opinion_of_clifford_chance_llp"> </A>
<A NAME="toc_km1279_1"> </A>
<BR></FONT><FONT SIZE=2><B>EXHIBIT B    <BR>    <BR>    </B></FONT><FONT SIZE=2>Opinion of Clifford Chance LLP    <BR></FONT></P>


<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i)&nbsp;&nbsp;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 </FONT> <FONT SIZE=2><I>Schedule&nbsp;1</I></FONT><FONT SIZE=2> to our opinion, except where
the failure to so qualify would not have a Material Adverse Effect. </FONT></P>


<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(ii)&nbsp;&nbsp;All
of the outstanding (a)&nbsp;[&nbsp;&nbsp;&nbsp;&nbsp;] shares of common stock, par value $.01 per share (the "Common Stock") 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)&nbsp;1,000,000 shares of Series&nbsp;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)&nbsp;conversion or exchange of units of partnership interest in
the Operating Partnership (the "Units") and (ii)&nbsp;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. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(iii)&nbsp;&nbsp;All
of the outstanding [&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;] common 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&nbsp;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 party of which we are aware. The terms of the Units conform in all material respects to the statements and descriptions related thereto contained in the
Prospectus. </FONT></P>

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<BR>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(iv)&nbsp;&nbsp;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. 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. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(v)&nbsp;&nbsp;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 </FONT><FONT SIZE=2><I>Schedule&nbsp;2</I></FONT><FONT SIZE=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. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(vi)&nbsp;&nbsp;(A)
The Underwriting Agreement has been duly and validly authorized, executed and delivered by each of the Company and the Operating Partnership; and (B)&nbsp;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. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(vii)&nbsp;&nbsp;The
Registration Statement, at the time that it became effective, at the time the Company's Annual Report on Form&nbsp;10-K for the fiscal year ended
December&nbsp;31, 2002 ("Form&nbsp;10-K") was filed and as of the date of the Underwriting Agreement, 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. </FONT></P>


<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(viii)&nbsp;&nbsp;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. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(ix)&nbsp;&nbsp;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 Partnership is a party or of which any property or assets of the Company or the Operating Partnership is the subject which, if determined adversely to the Company or the Operating
Partnership, might reasonably be expected to have a Material Adverse Effect; and, to our knowledge, no such proceedings are threatened or contemplated by governmental authorities or threatened by
others. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(x)&nbsp;&nbsp;The
information in the Prospectus under "Description of Common 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 </FONT></P>

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<BR>

<P><FONT SIZE=2>by-laws,
legal proceedings or legal conclusions, has been reviewed by us and is correct in all material respects. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(xi)&nbsp;&nbsp;All
descriptions in the Registration Statement of contracts and other documents which are filed as exhibits to the Company's Form&nbsp;10-K and to the
Quarterly Reports on Form&nbsp;10-Q for the fiscal quarters ended March&nbsp;31, 2003, June&nbsp;30, 2003 and September&nbsp;30, 2003 (collectively,
"Form&nbsp;10-Qs") and to the Current Reports on Form&nbsp;8-K (other than those filed under Item 9)&nbsp;filed with the Commission after the filing of such
Form&nbsp;10-K (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. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(xii)&nbsp;&nbsp;To
our knowledge and other than as described in the Prospectus, neither the Company nor the Operating Partnership (i)&nbsp;is in violation of its charter,
by-laws, certificate of limited partnership, agreement of limited partnership or other similar organizational document, (ii)&nbsp;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)&nbsp;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)&nbsp;and (iii)&nbsp;immediately above, any such violation or default that would
not have a Material Adverse Effect. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(xiii)&nbsp;&nbsp;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. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(xiv)&nbsp;&nbsp;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. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(xv)&nbsp;&nbsp;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)&nbsp;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 or to which any of the Properties or other assets of the Company or the Operating Partnership is
subject and which is identified in Schedule&nbsp;3 hereto (ii)&nbsp;any of the provisions of the charter, by-laws, certificate of limited partnership, agreement of limited partnership
or other similar organizational document of the Company or the Operating Partnership, or (iii)&nbsp;any applicable MGCL, New York, DRULPA or U.S. federal securities law, statute, rule, or
regulation, or, to the extent known to us, any judgment, order, writ, injunction or decree of any Maryland, Delaware, New York or U.S. federal government, government </FONT></P>

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<BR>

<P><FONT SIZE=2>instrumentality
or court, having jurisdiction over the Company or the Operating Partnership or the Properties or any other properties or assets, except in the case of clauses (i)&nbsp;and
(iii)&nbsp;above, for any breach, violation or default that would not have a Material Adverse Effect. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(xvi)&nbsp;&nbsp;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&nbsp;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. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(xvii)&nbsp;&nbsp;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. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(xviii)&nbsp;&nbsp;The
required filings of the Prospectus pursuant to Rule&nbsp;424(b) promulgated pursuant to the Securities Act have been made in the manner and within the time
period required by Rule&nbsp;424(b). </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;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&nbsp;&amp; 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)&nbsp;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)&nbsp;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&nbsp;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. </FONT></P>

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<P><br><A NAME="04NYC1279_2">QuickLinks</A><br></P><!-- TOC_BEGIN -->
<FONT SIZE=2><A HREF="#toc_ke1279_1">1,800,000 Shares SL GREEN REALTY CORP. Common Stock UNDERWRITING AGREEMENT</A></FONT><BR>
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<FONT SIZE=2><A HREF="#toc_kk1279_1">SCHEDULE I</A></FONT><BR>
<FONT SIZE=2><A HREF="#toc_kk1279_2">SCHEDULE II</A></FONT><BR>
<FONT SIZE=2><A HREF="#toc_kk1279_3">ATTACHMENT A</A></FONT><BR>
<FONT SIZE=2><A HREF="#toc_kk1279_4">EXHIBIT A</A></FONT><BR>

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<FONT SIZE=2><A HREF="#toc_km1279_1">EXHIBIT B Opinion of Clifford Chance LLP</A></FONT><BR>
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