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Exhibit 3.1
SUPPLEMENT TO THE AMENDED AND RESTATED
AGREEMENT OF LIMITED PARTNERSHIP
OF
RECKSON OPERATING PARTNERSHIP, L.P.
ESTABLISHING 2006 LTIP UNITS
OF
LIMITED PARTNERSHIP INTEREST
In accordance with Sections 4.2 and 14.1.B (2), (3) and (4) of
the
Amended and Restated Agreement of Limited Partnership, dated as of
June 2, 1995,
as amended on December 6, 1995, April 13, 1998, April 20, 1998,
June 30, 1998,
May 24, 1999, June 2, 1999, October 13, 2000, August 7, 2003,
December 27, 2004
and March 11, 2005 (the "Partnership Agreement"), the Partnership
Agreement is
hereby supplemented (the "Supplement") to establish a class of
units of limited
partnership interest of Reckson Operating Partnership, L.P. (the
"Partnership"),
which shall be designated "2006 LTIP Units," having the rights,
powers,
privileges and restrictions, qualifications and limitations as set
forth below
and which shall be issued to the parties and in the amounts set
forth on
SCHEDULE A hereto. Capitalized terms used and not otherwise defined
herein shall
have the meanings set forth in the Partnership Agreement, including
the
Supplement thereto, dated December 27, 2004, establishing LTIP
Units of limited
partnership interest.
WHEREAS, the Partnership desires to provide for equity incentives
to
certain employees of the Company who provide services for the
benefit of the
Partnership ("Grantees").
WHEREAS, pursuant to Section 4.2 of the Partnership Agreement,
the
Partnership is issuing 2006 LTIP Units to the Grantees with the
rights, powers,
privileges and restrictions, qualifications and limitations as set
forth below.
WHEREAS, pursuant to Section 4.2 and Sections 14.1.B (2), (3) and
(4)
of the Partnership Agreement, the General Partner is amending and
supplementing
the Partnership Agreement to facilitate the issuance of the 2006
LTIP Units.
NOW THEREFORE, in consideration of the mutual covenants
contained
herein, and other good and valuable consideration, the receipt and
sufficiency
of which are hereby acknowledged, the parties hereto agree as
follows:
SECTION 1.
Issuance of 2006 LTIP Units.
(a) Pursuant to Section 4.2 of the Partnership Agreement, the
Partnership hereby
issues 207,000 Partnership Interests (the "2006 LTIP Units") to the
Grantees and
in the amounts set forth on SCHEDULE A hereto. The 2006 LTIP Units
shall have
the rights, powers, privileges, restrictions, qualifications and
limitations
(including, but not limited to, limitations on transfer) of Limited
Partners
under the Partnership Agreement, as supplemented and amended by the
rights,
powers, privileges, restrictions, qualifications and limitations
specified in
EXHIBIT I hereto.
(b) The admission of the Grantees as Additional Limited Partners of
the
Partnership shall become effective as of the date of this
Supplement, which
shall also be the date upon which the names of the Grantees are
recorded on the
books and records of the Partnership, and Exhibit A to the
Partnership Agreement
is amended to reflect such admission.
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SECTION 2.
Amendments to Partnership Agreement.
Pursuant to Section 14.1.B(3) of the Partnership Agreement,
the General Partner, as general partner of the Partnership and
as
attorney-in-fact for its Limited Partners, hereby amends the
Partnership
Agreement as follows:
(a) Article 1 of the Partnership Agreement is hereby amended
by inserting the following definitions in alphabetical order:
"2006 LTIP Units" means the units of the class of
limited partnership interest initially issued on April
4, 2006, having the rights, powers, privileges,
restrictions, qualifications and limitations set forth
in the Supplement to the Partnership Agreement dated as
of such date.
(b) Section 6.1E of the Partnership Agreement is hereby
amended by replacing the text thereof with the following:
E. Notwithstanding the provisions of Section 6.1.A
above, but subject to the prior allocation of income and
gain under clauses A(i), (ii) and (iii) above and to the
terms of any Partnership Unit Designation in respect of
any class of Partnership Interests ranking senior to the
LTIP Units, the 2005 LTIP Units and the 2006 LTIP Units
with respect to return of capital or any preferential or
priority return, any Liquidating Capital Gains shall
first be allocated to the holders of LTIP Units and next
to holders of 2005 LTIP Units and next to holders of
2006 LTIP Units until the Economic Capital Account
Balances of such holders, to the extent attributable to
their ownership of LTIP Units, 2005 LTIP Units or 2006
LTIP Units, as applicable, are equal to (i) the Common
Unit Economic Balance, multiplied by (ii) the number of
their LTIP Units, 2005 LTIP Units or 2006 LTIP Units, as
applicable; provided that no such Liquidating Capital
Gains will be allocated with respect to any particular
LTIP Unit, 2005 LTIP Unit or 2006 LTIP Unit, as
applicable, unless and to the extent that the Common
Unit Economic Balance exceeds the Common Unit Economic
Balance in existence at the time such LTIP Unit, 2005
LTIP Unit or 2006 LTIP Unit, as applicable, was issued.
For this purpose, "Liquidating Capital Gains" means net
capital gains realized in connection with the actual or
hypothetical sale of all or substantially all of the
assets of the Partnership, including but not limited to
net capital gain realized in connection with an
adjustment to the Carrying Value of Partnership assets
under Section 704(b) of the Code. The "Economic Capital
Account Balances" of the holders of LTIP Units, 2005
LTIP Units or 2006 LTIP Units, as applicable, will be
equal to their Capital Account balances, plus the amount
of their shares of any Partner Minimum Gain or
Partnership Minimum Gain, in either case to the extent
attributable to their ownership of LTIP Units, 2005 LTIP
Units or 2006 LTIP Units, as applicable. Similarly, the
"Common Unit Economic Balance" shall mean (i) the
Capital Account Balance of the Company, plus the amount
of the
Company's share of any Partner Minimum Gain or
Partnership Minimum Gain, in either case to the extent
attributable to the Company's ownership of Common Units
and computed on a hypothetical basis after taking into
account all allocations through the date on which any
allocation is made under this Section 6.1.E, divided by
(ii) the number of the Company's Common Units. Any such
allocations shall be made first among the LTIP
Unitholders, next among the 2005 LTIP Unitholders and
next among the 2006 LTIP Unitholders in proportion to
the amounts required to be allocated to each under this
Section 6.1.E. The parties agree that the intent of this
Section 6.1.E is to make the Capital Account Balance
associated with each LTIP Unit, 2005 LTIP Unit and 2006
LTIP Unit economically equivalent to the Capital Account
Balance associated with the Company's Common Units (on a
per-Unit basis), but only if the Capital Account Balance
associated with the Company's Common Units has increased
on a per-Unit basis since the issuance of the relevant
LTIP Unit, 2005 LTIP Unit or 2006 LTIP Unit, as
applicable.
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(c) Section 8.6A is hereby amended by replacing the text of
the final sentence thereof with the following:
Notwithstanding the foregoing, the Redemption Right
shall not be exercisable with respect to any Common Unit
issued upon conversion of an LTIP Unit, a 2005 LTIP Unit
or a 2006 LTIP Unit, as applicable, until on or after
the date that is two years after the date on which the
LTIP Unit, 2005 LTIP Unit or 2006 LTIP Unit, as
applicable, was issued, provided however, that the
foregoing restriction shall not apply if the Redemption
Right is exercised by an LTIP Unitholder, a 2005 LTIP
Unitholder or a 2006 LTIP Unitholder, as applicable, in
connection with a transaction that falls within the
definition of a "change-in-control" under the agreement
or agreements to which the LTIP Units, the 2005 LTIP
Units or the 2006 LTIP Units, as applicable, were issued
to him or her.
(d) The term "transfer" as used in Article 11 of the
Partnership Agreement shall not include any conversion of 2006 LTIP
Units into
Common Units.
SECTION 3.
Continuation of Partnership Agreement.
The Partnership Agreement and this Supplement shall be read
together and shall have the same force and effect as if the
provisions of the
Partnership Agreement and this Supplement (including EXHIBIT I
hereto) were
contained in one document. Any provisions of the Partnership
Agreement not
amended by this Supplement shall remain in full force and effect as
provided in
the Partnership Agreement immediately prior to the date hereof.
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IN WITNESS WHEREOF, the parties hereto have executed this
Supplement to
the Partnership Agreement as of the 4th day of April, 2006.
GENERAL PARTNER:
RECKSON
ASSOCIATES REALTY CORP.
By: /s/ Jason
Barnett
-----------------
Name: Jason Barnett
Title: Senior Executive Vice President-Corporate
Initiatives and General Counsel
EXISTING LIMITED PARTNERS:
By: Reckson Associates Realty Corp.,
as Attorney-in-Fact for the Limited Partners
By: /s/ Jason
Barnett
-----------------
Name: Jason Barnett
Title: Senior Executive Vice President-Corporate
Initiatives and General Counsel
GRANTEES:
*Individual Counterpart Signature Pages Attached.
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RECKSON OPERATING PARTNERSHIP, L.P.
Limited Partner Signature Page
The undersigned, desiring to become one of the within named
Limited
Partners of Reckson Operating Partnership, L.P. (the "Partnership")
hereby
becomes a party to the Amended and Restated Agreement of Limited
Partnership,
dated as of June 2, 1995 and amended through the date hereof, of
the
Partnership, by and among Reckson Associates Realty Corp. and such
Limited
Partners. The undersigned agrees that this signature page may be
attached to any
counterpart of said Amended and Restated Agreement of Limited
Partnership.
Date:
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Name of Limited Partner (please print)
----------------------------------------
Signature
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Address
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EXHIBIT I
RECKSON OPERATING PARTNERSHIP, L.P.
DESIGNATION OF THE RIGHTS, POWERS, PRIVILEGES,
RESTRICTIONS, QUALIFICATIONS AND LIMITATIONS
OF THE 2006 LTIP UNITS
The following are the terms of the 2006 LTIP Units established
pursuant
to this Supplement:
1. Number. The maximum number of authorized LTIP Units shall be
207,000, subject to adjustment as provided herein.
2. Vesting.
(a) Vesting, Generally. LTIP Units may, in the sole discretion
of
the General Partner, be issued subject to vesting, forfeiture and
additional
restrictions on transfer pursuant to the terms of an award vesting
or other
similar agreement (a "Vesting Agreement"). The terms of any Vesting
Agreement
may be modified by the General Partner from time to time in its
sole discretion,
subject to any restrictions on amendment imposed by the relevant
Vesting
Agreement or by the terms of any plan pursuant to which the 2006
LTIP Units are
issued, if applicable. 2006 LTIP Units that have vested under the
terms of a
Vesting Agreement are referred to as "Vested 2006 LTIP Units"; all
other 2006
LTIP Units shall be treated as "Unvested 2006 LTIP Units." Subject
to the terms
of any Vesting Agreement, a holder of 2006 LTIP Units shall be
entitled to
transfer his or her 2006 LTIP Units to the same extent, and subject
to the same
restrictions as holders of Common Units are entitled to transfer
their Common
Units pursuant to Article 11 of the Agreement.
(b) Forfeiture or Transfer of Unvested 2006 LTIP Units. Unless
otherwise specified in the Vesting Agreement, upon the occurrence
of any event
specified in a Vesting Agreement as resulting in either the right
of the
Partnership or the Company to repurchase 2006 LTIP Units at a
specified purchase
price or some other forfeiture of any 2006 LTIP Units, then if the
Partnership
or the Company exercises such right to repurchase or upon the
occurrence of the
circumstances resulting in such forfeiture, then the relevant 2006
LTIP Units
shall immediately, and without any further action, be treated as
transferred to
the Company, if applicable, or cancelled and no longer outstanding
for any
purpose. Unless otherwise specified in the Vesting Agreement, no
consideration
or other payment shall be due with respect to any 2006 LTIP Units
that have been
forfeited, other than any distributions declared with respect to a
Distribution
Payment Record Date (as defined below) prior to the effective date
of the
forfeiture. In connection with any repurchase or forfeiture of 2006
LTIP Units,
the balance of the portion of the Capital Account of the holder
that is
attributable to all of his or her 2006 LTIP Units shall be reduced
by the
amount, if any, by which it exceeds the target balance contemplated
by Section
6.1.E of the Partnership Agreement, calculated with respect to the
Holder's
remaining 2006 LTIP Units, if any.
Exh. I-1
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(c) Legend. Any certificate evidencing a 2006 LTIP Unit shall bear
an
appropriate legend indicating that additional terms, conditions and
restrictions
on transfer, including without limitation any Vesting Agreement,
apply to the
2006 LTIP Unit.
3. Distributions.
(a) 2006 LTIP Distribution Amount. Commencing as of the
quarterly
period beginning on April 1, 2006, for any quarterly period holders
of such 2006
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,
cash distributions in an amount per unit equal to the distribution
payable on
the Common Units for the corresponding quarterly period (the "2006
LTIP
Distribution Amount"). Distributions on the 2006 LTIP Units, if
authorized,
shall be payable quarterly in arrears on such dates as may be
authorized by the
General Partner (any such date, a "Distribution Payment Date"). In
addition,
2006 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, any special, extraordinary or other distributions
payable on
the Common Units which may be made from time to time in an amount
per unit equal
to the amount of any special, extraordinary or other distributions
payable on
the Common Units. Distributions will be payable to the holder of
the 2006 LTIP
Units with respect to the 2006 LTIP Units held at the close of
business on the
applicable record date, which shall be such date designated by the
General
Partner for the payment of distributions that is not more than 30
nor less than
10 days prior to such Distribution Payment Date (each, a
"Distribution Payment
Record Date"). With regard to any distribution to the 2006 LTIP
Units, the
Distribution Payment Date shall be the same date as the date fixed
for the
payment of distributions to holders of Common Units and the
Distribution Payment
Record Date shall be the same date set for the record date for
holders of Common
Units. In the event that distributions to holders of Common Units
for any period
are paid on other than a quarterly basis, for example, on a monthly
basis, then
distributions to holders of the 2006 LTIP Units shall also be paid
on that
alternate basis.
(b) Prohibited Distributions. No distributions on the 2006 LTIP
Units shall be authorized by the General Partner or be paid or set
apart for
payment by the Partnership at such time as the terms and provisions
of any
agreement of the Partnership, including any agreement relating to
its
indebtedness, prohibits
