Item 1.01 Entry into a Material Definitive Agreement.
Twenty-Ninth Amendment to the First Amended and Restated Agreement of Limited
Partnership of SL Green Operating Partnership, L.P.
On October 26, 2022, SL Green Realty Corp. (the "Company"), as the general
partner of SL Green Operating Partnership, L.P. (the "Operating Partnership"),
entered into a twenty-ninth amendment (the "Twenty-Ninth Amendment") to the
Operating Partnership's First Amended and Restated Agreement of Limited
Partnership, dated August 20, 1997 (as amended through the date hereof, the
"Partnership Agreement"), providing the Operating Partnership the ability to
make a tax election described in New York Tax Law Section 868 with respect to
2022 and any subsequent taxable year of the Operating Partnership and to pay, on
behalf of each of its eligible partners, tax imposed by New York Tax Law
Section 869 and any estimates thereof, which is intended to allow each eligible
partner to receive its applicable credit against its New York City tax
obligations and to be allocated a corresponding deduction for U.S. federal
income tax purposes by the Operating Partnership. The Twenty-Ninth Amendment
further provides that the Operating Partnership shall have the authority,
subject to certain conditions set forth in the Partnership Agreement, to
withhold cash amounts otherwise due to each partner under the Operating
Partnership up to the amount of New York and New York City taxes that the
Operating Partnership has paid on such partner's behalf (the "PTET Deficit"). As
further described in the Partnership Agreement, if any partner has a PTET
Deficit in excess of $1 million, then such partner will be required, upon
written request from the Company, to repay the amount of such PTET Deficit as
indicated by the Company in such written request and to grant a security
interest over such partner's limited partnership units to secure such repayment
obligation.
The foregoing description of the Twenty-Ninth Amendment is qualified in its
entirety by reference to the Twenty-Ninth Amendment, a copy of which is filed
herewith as Exhibit 10.1 and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit Number Description
10.1 Twenty-Ninth Amendment, dated October 26, 2022, to the First
Amended and Restated Agreement of Limited Partnership of SL Green
Operating Partnership, L.P.
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