AMENDMENT TO AGREEMENT OF LIMITED PARTNERSHIP OF ROME ACQUISITION LIMITED PARTNERSHIP OF ROME ACQUISITION LIMITED PARTNERSHIP OF ROME ACQUISITION LIMITED PARTNERSHIP

      This Amendment, dated as of November 30, 2006 (this " Amendment "), to the Agreement of Limited Partnership, effective as of November 15, 2006 (the " Original Partnership Agreement " and, together with this Amendment, this " Agreement ") of Rome Acquisition Limited Partnership, a Delaware limited partnership (the " Partnership "), is made this day by WH Rome Partners LLC, a Delaware limited liability company, as a General Partner (" Macklowe ", in its capacity as a General Partner), Meadow Star LLC, a Delaware limited liability company, as a General Partner (" Icahn ", in its capacity as a General Partner) and Mack-Cali Realty, L.P., a Delaware limited partnership, as a Limited Partner (" Mack-Cali Company "). Capitalized terms used and not otherwise defined herein shall have the meanings set forth in the Original Partnership Agreement.

      WHEREAS, on November 15, 2006, the Certificate of Limited Partnership of the Partnership was filed with the Secretary of State of Delaware and Macklowe, Macklowe Company, Icahn and Icahn Company entered into the Original Partnership Agreement; and

      WHEREAS, the General Partners desire to amend the Original Partnership Agreement to admit Mack-Cali Company as an additional Limited Partner; and

      WHEREAS, Section 11.1 of the Original Partnership Agreement provides that amendments to the Original Partnership Agreement for the purpose of admitting additional Limited Partners may be made by the General Partners, acting together by unanimous agreement, without the consent of any Limited Partner through use of the power of attorney described in Section 14.1 thereof.

      NOW, THEREFORE, in consideration of the foregoing premises, the terms and conditions hereinafter set forth and other good and valuable consideration, the parties hereby agree to amend the Original Partnership Agreement as set forth below:

      SECTION 1. Mack-Cali Company is hereby admitted to the Partnership as a Limited Partner.

      SECTION 2. Section 2.1 of the Original Partnership Agreement is hereby amended and restated in its entirety as follows:

• • • Name . The name of the Partnership is "Rome Acquisition Limited Partnership", or such other name or variations thereof as may, from time to time, be selected by the General Partners or as may be necessary to comply with laws, rules or regulations applicable to the business of the Partnership.

      SECTION 3. The following sentence is hereby added as the last sentence of Section 3.1 of the Original Partnership Agreement:

• • • Notwithstanding anything to the contrary in this Section 3.1, Mack-Cali Company hereby agrees that its initial capital commitment amount shall be $400 million. On November 29, 2006, Mack-Cali Company deposited into a segregated account at JPMorgan cash in the amount of $400 million. Mack-Cali Company shall become irrevocably committed to contribute such amount in cash to the Partnership as of 11:59 p.m. on December 2, 2006, with such commitment to be funded to the Partnership on December 4, 2006, provided that Mack-Cali Company may elect at any time prior to 11:59 p.m. on December 2, 2006, in its sole and absolute discretion and for any reason, including, without limitation, its evaluation of the Target based on its due diligence review of the Target, not to become irrevocably committed to contribute such amount to the Partnership in which case Mack-Cali Company shall cease to be a Limited Partner.

      If Mack-Cali Company elects pursuant to the preceding paragraph not to contribute its initial capital commitment to the Partnership or is not satisfied, in its sole and absolute discretion, with the existing terms of the partnership agreement, including, without limitation, the rights and obligations of the Partners and the amount of each Partner’s capital account, then Mack-Cali Company will cease to be a Limited Partner as of 11:59 p.m. on December 2, 2006 and neither Mack-Cali Company nor any of its affiliates shall become a General Partner. For purposes of clarity, Mack-Cali Company or any of its affiliates shall only become a General Partner pursuant to a subsequent amendment to this Agreement, in accordance with the terms of this Agreement.

• • • Section 3.8 Expenses .

      (a) Internal Expenses . For avoidance of doubt, each Partner shall be responsible for its own internal expenses related to or arising out of its activities outside of the Partnership and shall not have any right of reimbursement by the Partnership of such expenses.

      (b) Shared Expenses . The General Partners shall bear, pro rata in accordance with their respective Capital Accounts, (i) all fees and expenses of the financial advisors, legal advisor and accounting firm engaged by either General Partner on behalf of the Partnership in connection with the preparation and submission of a proposal with respect to the acquisition of Target, the negotiation and execution of the Acquisition Agreement and taking the other

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• • • actions contemplated by this Agreement with respect to the proposed acquisition of Target and (ii) other third-party costs incurred by one General Partner on behalf of the Partnership in connection with the preparation and submission of a proposal with respect to the acquisition of Target, the negotiation and execution of the Acquisition Agreement and taking the other actions contemplated hereunder as unanimously approved by the General Partners, including any costs associated with structuring any debt financing for the acquisition of Target; provided that the fees and expenses described in both clauses (i) and (ii) above are incurred with the unanimous consent of each General Partner (the " Shared Expenses "); and provided, further and notwithstanding that Shared Expenses must be approved by the unanimous consent of each General Partner, that if Icahn (x) has paid to the Partnership its pro rata share (based on the amount set forth next to Icahn’s name on Schedule A) of any Shared Expenses and (y) requests that Macklowe pay to the Partnership its pro rata share (based on the amount set forth next to Macklowe’s name on Schedule A) of such Shared Expenses, then, within three (3) business days of such request, Macklowe shall pay to the Partnership its pro rata share of such Shared Expenses. In the event that Macklowe does not make the foregoing payment to the Partnership within such three (3) business days period, Icahn shall be entitled to collect from Macklowe, and Macklowe shall pay to Icahn or its designee, the Failure to Contribute Amount. Notwithstanding anything in this Agreement to the contrary, the Failure to Contribute Amount shall be the sole and exclusive remedy against Macklowe with respect to any failure to pay to the Partnership its pro rata share of any Shared Expenses in accordance with this Section 3.8(b) .

      (c) Repayment of Debt . If the General Partners unanimously elect, or are required by one or more third parties, to repay or repurchase at the Closing Date (or thereafter in connection with the sale of properties) any indebtedness of Target or any subsidiary of Target, at the Closing Date (or thereafter in connection with the sale of properties), the General Partners shall pay in cash such indebt