Exhibit 10.5

Third Amendment to the

First Amended and Restated Agreement

of Limited Partnership

of

SL Green Operating Limited Partnership, L.P.

This Amendment is made as of December 12, 2003 by SL Green Realty Corp., a Maryland corporation, as managing general partner (the “ Company ” or the “ Managing General Partner ”) of SL Green Operating Limited 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 Limited Partnership, 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, the Board of Directors of the Company (the “ Board ”), by action at a meeting on December 1, 2003 and by action of the Pricing Committee of the Board on December 3, 2003 pursuant to delegated authority, classified and designated 6,440,000 shares of Preferred Stock (as defined in the Articles of Incorporation of the Company (the “ Charter ”)) as Series C Preferred Stock (as defined below);

WHEREAS, the Board filed Articles Supplementary to the Charter (the “ Articles Supplementary ”) with the State Department of Assessments and Taxation of Maryland on December 10, 2003, establishing the Series C Preferred Stock, with such preferences, rights, voting powers, restrictions, limitations as to distributions, qualifications and terms and conditions of redemption as described in the Articles Supplementary;

WHEREAS, on December 12, 2003, the Company issued 6,300,000 shares of the Series C Preferred Stock;

WHEREAS, the Managing General Partner has determined that, in connection with the issuance of the Series C Preferred Stock, it is necessary and desirable to amend the Partnership Agreement to create additional Partnership Units (as defined in the Partnership Agreement) having designations, preferences and other rights which are substantially the same as the economic rights of the Series C Preferred Stock.

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 C Preferred Stock ” means the 7.625% Series C Cumulative Redeemable Preferred Stock of the Company, with such preferences, rights, voting powers, restrictions, limitations as to distributions, qualifications and terms and conditions of redemption as described in the Articles Supplementary; and

“ Series C Preferred Units ” means the series of Partnership Units established pursuant to this Amendment, representing units of Limited Partnership Interest designated as the 7.625% Series C Cumulative Redeemable 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; and

2.                                        In accordance with Section 4.02.A of the Partnership Agreement, set forth below are the terms and conditions of the Series C Preferred Units hereby established and issued to the Company in consideration of the Company’s contribution to the Partnership of the net proceeds following the issuance and sale of the Series C Preferred Stock by the Company:

A.                                    Designation and Number .  A series of Partnership Units, designated as Series C Preferred Units, is hereby established.  The number of Series C Preferred Units shall be 6,440,000.

B.                                      Rank .  The Series C Preferred Units, with respect to rights to the payment of dividends and the distribution of assets upon the liquidation, dissolution or winding up of the Partnership, rank (a) senior to the Class A Units, Class B Units and all Partnership Interests issued by the Partnership the terms of which specifically provide that such Partnership Interests rank junior to the Series C Preferred Units; (b) on a parity with all other Partnership Interests issued by the Partnership the terms of which specifically provide that such Partnership Interests rank on a parity with the Series C Preferred Units; and (c) junior to all Partnership Interests issued by the Partnership the terms of which specifically provide that such Partnership Interests rank senior to the Series C Preferred Units.

C.                                      Distributions .

(i)                                      Pursuant to Section 5.01 of the Partnership Agreement but subject to the rights of holders of any Units ranking senior to the Series C Preferred Units as to the payment of distributions, the Managing General Partner, in its capacity as the holder of the then outstanding Series C Preferred Units, shall be entitled to receive, when, as and if authorized by the Managing General Partner, out of Available Cash, cumulative quarterly preferential cash distributions in an amount per unit equal to 7.625% of the $25.00 liquidation preference per annum (equivalent to a fixed annual amount of $1.90625 per unit).  Distributions on the Series C Preferred Units shall accrue and be fully cumulative from the date of original issuance and shall be payable quarterly when, as and if authorized by the Managing General Partner, in equal amounts in arrears on the fifteenth day of each April, July, October and January or, if not a business day, the next succeeding business day (each, a “ Series C Preferred Unit Distribution Payment Date ”).  Any distribution (including the initial distribution) payable on the Series C Preferred Units for any partial distribution period shall be prorated and computed on the basis of a 360-day year consisting of twelve 30-day months.  Distribution period shall mean the period from and the date of original issuance and ending on and excluding the next Series C Preferred Unit Distribution Payment Date, and each subsequent period from but including such Series C Preferred Unit Distribution Payment Date and ending on and excluding the next following Series C Preferred Unit Distribution Payment Date.

(ii)                                   No distribution on the Series C Preferred Units shall be authorized by the Managing General Partner or declared or paid or set apart for payment by the Partnership at such time as the terms and provisions of any agreement of the Managing General Partner or the Partnership, including any agreement relating to its indebtedness, prohibits such authorization, declarat