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.

104            Cover Page Interactive Data File (embedded within the Inline XBRL
               document)

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