SL GREEN REALTY CORP. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • May 18th, 2009 • Sl Green Realty Corp • Real estate investment trusts • New York
SL Green Realty Corp., a Maryland corporation (the “Company”), which qualifies for federal income tax purposes as a real estate investment trust pursuant to Sections 856 through 860 of the Internal Revenue Code of 1986, as amended, including the regulations and published interpretations thereunder (the “Code”), and SL Green Operating Partnership, L.P., a Delaware limited partnership the sole general partner of which is the Company (the “Operating Partnership” and together with the Company, the “Transaction Entities”), each wish to confirm as follows its agreement with Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch”) and each of the other Underwriters named in Schedule A hereto (collectively, the “Underwriters”, which term shall also include any underwriter substituted as hereinafter provided in Section 15 hereof), for whom Merrill Lynch is acting as representative (in such capacity, the “Representative”), with respect to (i) the sale by the Comp
