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Entry into a Material Definitive

Twenty-Third Amendment to the First Amended and Restated Agreement of Limited Partnership of SL Green Operating Partnership, L.P.

On March28, 2016, SL Green Realty Corp. (the Company), as the general partner of SL Green Operating Partnership, L.P. (the Operating Partnership), entered into a twenty-third amendment (the Twenty-Third Amendment) to the Operating Partnerships First Amended and Restated Agreement of Limited Partnership, dated August20, 1997 (as amended through the date hereof, the Partnership Agreement), in respect of the issuance of 230,000 SeriesT Preferred Units of the Operating Partnership (the SeriesT Preferred Units) of limited partnership interests with a liquidation preference of $25.00 per unit (the SeriesT Liquidation Preference). 230,000 Ser iesT Preferred Units have been issued as a portion of the consideration for the acquisition of ownership interests in certain commercial real estate property. The terms of the SeriesT Preferred Units provide, among other things, that the SeriesT Preferred Units may be converted into common units of the Operating Partnership (Common Units), and following such conversion, in certain circumstances may be redeemed for shares of the Companys common stock, par value $0.01 per share (Common Stock). The initial conversion price of SeriesT Preferred Units is $119.02 per Common Unit.

The SeriesT Preferred Units provide for a cumulative quarterly preferential cash distribution of 2.75% of the SeriesT Liquidation Preference per...


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