Exhibit 10.5

Seventh Amendment to the

First Amended and Restated Agreement

of Limited Partnership

of

SL Green Operating Partnership, L.P.

This Amendment (this “ Amendment ”) is made as of January 25, 2007 by SL Green Realty Corp., a Maryland corporation, as managing general partner (the “ Company ” or the “ Managing General Partner ”) of SL Green Operating Partnership, L.P., a Delaware limited partnership (the “ Partnership ”), and as attorney-in-fact for the Persons named on Exhibit A to the First Amended and Restated Agreement of Limited Partnership of SL Green Operating Partnership L.P., dated as of August 20, 1997, as amended from time to time (the “ Partnership Agreement ”), for the purpose of amending the Partnership Agreement.  Capitalized terms used herein and not defined shall have the meanings given to them in the Partnership Agreement.

WHEREAS, Louis R. Cappelli (“ Cappelli ”) is the holder of 1,200 Series D preferred units of limited partnership (the “ Reckson Units ”) of Reckson Operating Partnership, L.P.;

WHEREAS, on the date hereof, the Partnership is entering into an Assignment and Exchange Agreement (the “ Assignment Agreement ”) with Cappelli pursuant to which Cappelli will assign, transfer and convey the Reckson Units to the Partnership as a capital contribution to the Partnership in exchange for a similar number of preferred Partnership Units;

WHEREAS, the Managing General Partner has determined that, in connection with the transactions contemplated by the Assignment Agreement, it is necessary to amend the Partnership Agreement to create additional preferred Partnership Units;

NOW, THEREFORE, in consideration of the premises and for other good and valuable consideration, the receipt and sufficiency of which hereby are acknowledged, the Managing General Partner hereby amends the Partnership Agreement as follows:

1.     Article 1 of the Partnership Agreement is hereby amended by adding the following definitions:

“ Series F Preferred Units ” means the series of Partnership Units established pursuant to the Seventh Amendment to this Agreement, representing units of Limited Partnership Interest designated as the Series F Preferred Units, with the preferences, rights, voting powers, restrictions, limitations as to distributions, qualifications and terms and conditions of redemption of units as described herein.

2.     In accordance with Section 4.02.A of the Partnership Agreement, set forth below are the terms and conditions of the Series F Preferred Units hereby established and issued to Cappelli in consideration of Cappelli’s assigning, transferring and conveying the Reckson Units to the Partnership:

A.            Designation and Number .  A series of Partnership Units, designated as Series F Preferred Units, is hereby established.  The number of Series F Preferred Units shall be 1,200, all of which shall be issued to Cappelli.

B.            Stated Value . The stated value of the Series F Preferred Units shall be one thousand dollars ($1,000.00) per unit (the “ Stated Value ”).

C.            Distributions .

(i)            Subject to paragraph (ii) below, commencing from the date of initial issuance of the Series F Preferred Units (the “ Date of Issuance ”), distributions on each Series F Preferred Unit shall be payable in arrears quarterly, in an amount equal to the greater of (a) $17.50 or (b) the quarterly distribution attributable to each Series F Preferred Unit if such unit had been converted into the Conversion Consideration (as hereinafter defined), pursuant to paragraph F hereof, except that the Preferred Conversion Factor to be utilized for this purpose shall be calculated using a Conversion Price of $24.78 (subject to adjustment as provided in paragraph F(iv) hereof) in lieu of the Conversion Price set forth in paragraph F(ii), subject to a maximum increase as a result of the provisions of this paragraph (i)(b), for any one fiscal year of the Partnership, of 5% of the Distributions on the Series F Preferred Units for the immediately preceding fiscal year of the Partnership.  Subsequent to any such fiscal year, any increase that would have been made to the Distribution in such fiscal year, but was not made due to the foregoing 5% limit, shall be made up to an amount that does not exceed a 5% increase over the distribution on the Series F Preferred Units during the immediately preceding fiscal year of the Partnership.  In each fiscal year thereafter, the excess, if any, over the 5% limit applicable to the immediately preceding fiscal year shall cumulate with the respective excesses, if any, over the 5% limit applicable to other fiscal years prior to such immediately preceding fiscal year and shall be carried forward and increase the then current Distribution, but in no event shall any such increase exceed a 5% increase over the Distribution on the Series F Preferred Units for the immediately preceding fiscal year.  Notwithstanding anything appearing to the contrary in this paragraph (i), the distribution to be made on Series F Preferred Units to any holder thereof on the Distribution Payment Date (as hereinafter defined) immediately following the Date of Issuance shall be made based upon the number of days during the period preceding that initial Distribution Payment Date (as hereinafter defined) that Series F Preferred Units were outstanding.  The distributions shall be declared and payable quarterly in arrears on or about January 31, April 30, July 31 and October 31 of each year, or, if not a Business Day, the next succeeding Business Day, commencing April 30, 2007 (a “ Distribution Payment Date ”).  If on any Distribution Payment Date the Partnership shall not be permitted under Delaware law to pay all or a portion of any such declared distributions, the Partnership shall take such action as may be lawfully permitted in order to enable the Partnership to the extent permitted by Delaware law, lawfully to pay such distributions.  Distributions shall be cumulative from the Date of Issuance, whether or not in any distribution period such distribution shall be declared or there shall be funds of the Partnership legally available for payment of such distributions.  No distributions shall be declared or paid on any class of common Partnership Units (“ Common Units ”) or any other class or series of preferred units, other than distributions declared and paid on the Class A Units, Class B Units, 7.625% Series C Cumulative Redeemable Preferred Units (“ Series C Preferred Units ”), the 7.875% Series D Cumulative Redeemable Preferred Units (“ Series D Preferred Units ”), 5.0% Series E Cumulative Redeemable Preferred Units (“ Series E Preferred Units ”) and, subject to the limitations set forth in paragraph H(ii)(b) below, any other series of Partnership Interests issued by the Partnership the terms of which specifically provide that such Partnership Interests are pari passu with the Series F Preferred Units with respect to payment of distributions and distribution of assets upon liquidation (such Partnership Interests hereinafter referred to as “ Qualifying Preferred Units ”), until all distributions, if any, due and legally payable on the Series F Preferred Units have been paid to the holders of such units.  The record date for the payment of distributions on the Series F Preferred Units on any Distribution Payment Date shall be the day immediately prior to such Distribution Payment Date.

(ii)           Reduction of Distribution Amount Due to Pre-Payment Premium . Notwithstanding the provisions of paragraph (i) above, during any period that the mortgage loan between

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Cappelli Associates VI and Huntoon Hastings Capital Corp., dated December 19, 1995 (the “ Mortgage Loan ”), remains subject to the prepayment premium or prepayment penalty set forth in Section 1 of the Addendum to the Mortgage Loan (the “ Pre-Payment Premium ”), the quarterly Distribution payable on each Series F Preferred Unit shall be reduced to $15.625 (the “ Reduced Rate ”); provided, however that in no event shall the Reduced Rate be applicable, or the provisions of this paragraph (ii) be effective, subsequent to April 1, 2007.  If the Pre-Payment Premium remains payable (or while the Pre-Payment Premium is treated as continuing as provided in this paragraph (ii) after having been paid by the Partnership) the Reduced Rate shall be further reduced so as to result in an annual aggregate reduction in Distributions in respect of the Series F Preferred Units of $145,000 per annum from the annual aggregate distributions that would otherwise have been payable pursuant to paragraph (i) above.  If the Mortgage Loan matures or may be repaid prior to its maturity without the incurrence of the Pre-Payment Premium, or if the holder of any Series F Preferred Units deposits with the Partnership an amount of cash equal to the then current Pre-Payment Premium upon five (5) days’ notice by such holder to the Partnership of such holder’s intention to deposit such amount, then thereafter the Distribution payable in respect of the Series F Preferred Units shall be as provided in paragraph (i) above.  If the Partnership repays the Mortgage Loan and, in connection therewith, incurs the Pre-Payment Premium, the reduced Distribution payable with respect to the Series F Preferred Units provided for in this paragraph (ii) shall continue in effect as if the Mortgage Loan remained outstanding subject to the Pre-Payment Premium until such time as such repaid Mortgage Loan would have matured (in accordance with its terms as in effect on the date hereof) or could have been repaid without the incurrence of the Pre-Payment Premium, or until such time as a holder of Series F Preferred Units deposits an amount of cash with the Partnership equal to the Pre-Payment Premium that would have existed at the time of such deposit had the Mortgage Loan not been repaid by the Partnership.

D.    Allocations .  Allocations of the Partnership’s items of income, gain, loss and deduction shall be allocated to the holders of Series F Preferred Units in accordance with Article VI of the Partnership Agreement.

E.     Liquidation .  The Series F Preferred Units shall be preferred as to assets over any class of Common Units and over any other class of preferred units of the Partnership, other than the Series C Preferred Units, the Series D Preferred Units and any other Qualifying Preferred Units, such that in the event of the voluntary or involuntary liquidation, dissolution or winding up of the Partnership, the holders of the Series F Preferred Units shall be entitled to have set apart for them, or to be paid out of the assets of the Partnership, before any distribution is made to or set apart for the holders of the Common Units or any other series of preferred units or any other capital interest heretofore or hereafter issued, other than the Series C Preferred Units, the Series D Preferred Units and any other Qualifying Preferred Units and any other class or series of preferred units, the authorization, creation and issuance of which shall have been approved by the requisite percentage of outstanding Series F Preferred Units, as provided in paragraph H(ii)(b) hereof, an amount in cash equal to the Stated Value per unit plus any Accrued Distributions (as defined below) as of such date of payment. “ Accrued Distributions ” shall mean, as of any date of determination, an amount equal to the amount of Distributions, determined at the rate fixed for the payment of Distributions on the Series F Preferred Units on such date as provided in paragraph C. hereof, which would be paid on the Series F Preferred Units for the period of time elapsed from the most recent actual Distribution Payment Date to the date of determination (including any amounts cumulating from prior Distribution periods in accordance with paragraph C hereof).  If the assets or surplus funds to be distributed to the holders of the Series C Preferred Units, the Series D Preferred Units, the Series F Preferred Units and any other Qualifying Preferred Units are insufficient to permit the payment to such holders of their full preferential amount, the assets and surplus funds legally available for distribution shall be distributed ratably among the holders of the Series F Preferred Units, the Series C Preferred Units, the Series D Preferred Units and any other Qualifying Preferred Units in proportion to the respective full preferential amounts such holders are otherwise entitled to receive.

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F.     Conversion Consideration .

(i)            The holders of the Series F Preferred Units shall have the right to convert, at any time, their Series F Preferred Units into that number of Conversion Units (as defined below) determined in accordance with paragraph (ii) below.  Each Conversion Unit shall represent the right to receive (a) 0.10387 of a share of Company Common Stock, plus (b) $31.68 in cash, plus (c) a prorated dividend in the amount of $0.0977 in cash, all without interest (the “ Conversion Consideration ”).

(ii)           Each Series F Preferred Unit shall be converted into that number of conversion units (the “ Conversion Units ”) determined in accordance with the following formula (the “ Preferred Conversion Factor ”) as of such date that the Original Certificate (as hereinafter defined) shall be delivered to the Partnership:

(iii)          Each holder of Series F Preferred Units who desires to convert the same into Conversion Consideration shall provide notice to the Partnership in the form of the Notice of Conversion attached as Exhibit A hereto (a “ Conversion Notice ”) via facsimile, hand delivery or other mail or messenger service.  The original conversion notice (the “ Original Certificate ”) shall be delivered to the Partnership by nationally recognized courier, duly endorsed.  The date upon which the Partnership initially receives a Conversion Notice shall be a “ Notice Date .”  The Partnership shall issue and deliver within fourteen (14) Business Days afte