Exhibit 10.14  SECOND AMENDMENT TO THE THIRD AMENDED AND RESTATED AGREEMENT OF LIMITED
PARTNERSHIP OF GKK CAPITAL LP  
  Dated as of October 27,
2008  
  THIS SECOND AMENDMENT TO THE THIRD AMENDED
AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF GKK CAPITAL LP (this Amendment),
dated as of October 27, 2008, is hereby adopted by Gramercy Capital Corp.,
a Maryland corporation (defined in the Agreement, hereinafter defined, as the General
Partner), as the general partner of GKK Capital LP, a Delaware limited
partnership (the Partnership).  For ease of reference,
capitalized terms used herein and not otherwise defined have the meanings
assigned to them in the Third Amended and Restated Agreement of Limited
Partnership of GKK Capital LP, dated as of April 19, 2006, as amended by
the First Amendment to the Third Amended and Restated Agreement of Limited
Partnership of GKK Capital LP, dated as of April 18, 2007 (the Agreement).  WHEREAS, the General Partner desires to amend
certain terms in the Agreement relating to the LTIP Units;  WHEREAS, Section 14.01.B of the
Agreement grants the General Partner power and authority to amend the Agreement
without the consent of any of the Partnerships Limited Partners to set forth
the terms of additional Partnership Interests, including LTIP Units, issued
pursuant to Section 4.02 of the Agreement and requires the General Partner
to provide notice to the Limited Partners when any action is taken under Section 14.01.B;  NOW, THEREFORE, the General Partner hereby
amends the Agreement as follows:  1.  Section 2.A
of Exhibit E to the Agreement is hereby amended by inserting the following
after the first sentence of such section:  Notwithstanding
the foregoing, with respect to LTIP Units issued on or after October 27,
2008, prior to the Distribution Participation Date, LTIP Units shall be
entitled to receive if, when and as authorized by the General Partner out of
funds legally available for the payment of distributions, regular cash
distributions (but not non-liquidating special, extraordinary or other
distributions) in an amount per unit equal to ten percent (10%) of the
distribution payable on each Class A Unit for the corresponding quarterly
or other period.


As amended, such section shall read as
follows:  A.            LTIP Distribution Amount.  Commencing from the Distribution
Participation Date (as defined below) established for any LTIP Units, for any
quarterly or other period holders of such LTIP Units shall be entitled to
receive, if, when and as authorized by the General Partner out of funds legally
available for the payment of distributions, regular cash distributions in an
amount per unit equal to the distribution payable on each Class A Unit for
the corresponding quarterly or other period (or, if applicable, for that portion
of the quarterly or other period that begins on the Distribution Participation
Date) (the LTIP Distribution Amount). 
Notwithstanding the foregoing, with respect to LTIP Units issued on or
after October 27, 2008, prior to the Distribution Participation Date, LTIP
Units shall be entitled to receive if, when and as authorized by the General
Partner out of funds legally available for the payment of distributions,
regular cash distributions (but not non-liquidating special, extraordinary or
other distributions) in an amount per unit equal to ten percent (10%) of the
distribution payable on each Class A Unit for the corresponding quarterly
or other period.  In addition, from and
after the Distribution Participation Date, LTIP Units shall be entitled to
receive, if, when and as authorized by the General Partner out of funds or
other property legally available for the payment of distributions,
non-liquidating special, extraordinary or other distributions in an amount per
unit equal to the amount of any non-liquidating special, extraordinary or other
distributions payable on the Class A Units which may be made from time to
time.  LTIP Units shall also be entitled
to receive, if, when and as authorized by the General Partner out of funds or
other property legally available for the payment of distributions,
distributions representing proceeds of a sale or other disposition of all or
substantially all of the assets of the Partnership in an amount per unit equal
to the amount of any such distributions payable on the Class A Units,
whether made prior to, on or after the Distribution Participation Date,
provided that the amount of such distributions shall not exceed the positive
balances of the Capital Accounts of the holders of such LTIP Units to the
extent attributable to the ownership of such LTIP Units.  Distributions on the LTIP Units, if
authorized, shall be payable on such dates and in such manner as may be
authorized by the General Partner (any such date, a Distribution Payment
Date); provided that the Distribution Payment Date and the record date for
determining which holders of LTIP Units are entitled to receive a distribution
shall be the same as the corresponding dates relating to the corresponding
distribution on the Class A Units.  2


2.  Section 3 of Exhibit E to the
Agreement is hereby amended and restated to read as follows:  3.           Allocations.  Commencing
with the portion of the taxable year of the Partnership that begins on the
Distribution Participation Date established for any LTIP Units, such LTIP Units
shall be allocated Net Income and Net Loss in amounts per LTIP Unit equal to
the amounts allocated per Class A Unit. 
Notwithstanding the foregoing, with respect to LTIP Units issued on or
after October 27, 2008, for the portion of any taxable year of the
Partnership prior to the Distribution Participation Date established for any
LTIP Units, such LTIP Units shall be allocated Net Income and Net Loss in
amounts per LTIP Unit equal to ten percent (10%) of the amounts allocated per Class A
Unit (other than any such amounts associated with a non-liquidating special,
extraordinary or other non-regular distribution that such LTIP Units were not
entitled to receive).  The allocations
provided by the preceding sentences shall be subject to the proviso to the
first sentence of Section 6.01.B of the Agreement.  The General Partner is authorized in its
discretion to delay or accelerate the participation of the LTIP Units in
allocations of Net Income and Net Loss, or to adjust the allocations made, so
that the ratio of (i) the total amount of Net Income or Net Loss allocated
with respect to each LTIP Unit in a taxable year, to (ii) the total amount
distributed to that LTIP Unit with respect to such period, is more nearly equal
to such ratio as computed for the Class A Units held by the General
Partner.  3.  The Agreement and this Amendment shall be
read together and shall have the same force and effect as if the provisions of
the Agreement and this Amendment (including attachments hereto) were
contained in one document.  Any provisions of the Agreement not amended by
this Amendment shall remain in full force and effect as provided in the
Agreement immediately prior to the date hereof.  [Remainder of page intentionally left blank]  3


IN WITNESS
WHEREOF, the General Partner has executed this Amendment as of the date first
written above.   GRAMERCY CAPITAL CORP.By:
  /s/ Marc HollidayName:  Marc HollidayTitle:  President