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Exhibit 10.11
SUPPLEMENT TO THE AMENDED AND RESTATED
AGREEMENT OF LIMITED PARTNERSHIP
OF
RECKSON OPERATING PARTNERSHIP, L.P.
ESTABLISHING 2005 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 and
December 27,
2004 (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 "2005 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 2005 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),
the General Partner is amending the Partnership Agreement to
facilitate the
issuance of the 2005 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 2005 LTIP Units
(a) Pursuant to Section 4.2 of the Partnership Agreement, the
Partnership hereby issues 272,100 Partnership Interests (the "2005
LTIP Units")
to the Grantees and in the amounts set forth on SCHEDULE A hereto.
The 2005 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.
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(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.
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:
"2005 LTIP Units" means the units of the class of
limited partnership interest initially issued on March
11, 2005, 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 and the 2005 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 until the Economic Capital
Account Balances of such holders, to the extent
attributable to their ownership of LTIP Units or 2005
LTIP Units, as applicable, are equal to (i) the Common
Unit Economic Balance, multiplied by (ii) the number of
their LTIP Units or 2005 LTIP Units, as applicable;
provided that no such Liquidating Capital Gains will be
allocated with respect to any particular LTIP Unit or
2005 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 or 2005 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 or 2005
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
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ownership of LTIP Units or 2005 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 and next among the
2005 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 and 2005 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 or
2005 LTIP Unit, as applicable.
(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 or a 2005 LTIP
Unit, as applicable, until on or after the date that is
two years after the date on which the LTIP Unit or 2005
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 or a
2005 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 or the 2005 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 2005 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 11th day of March, 2005.
GENERAL PARTNER:
RECKSON ASSOCIATES REALTY CORP.
By: /s/ Jason Barnett
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Name: Jason Barnett
Title: Executive Vice President and
General Counsel
EXISTING LIMITED PARTNERS:
By: Reckson Associates Realty Corp.,
as Attorney-in-Fact for the Limited
Partners
By: /s/ Jason Barnett
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Name: Jason Barnett
Title: Executive Vice President 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)
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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 2005 LTIP UNITS
The following are the terms of the 2005 LTIP Units established
pursuant
to this Supplement:
1. Number. The maximum number of authorized LTIP Units shall be
272,100.
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 2005
LTIP Units are
issued, if applicable. 2005 LTIP Units that have vested under the
terms of a
Vesting Agreement are referred to as "Vested 2005 LTIP Units"; all
other LTIP
Units shall be treated as "Unvested 2005 LTIP Units." Subject to
the terms of
any Vesting Agreement, a holder of 2005 LTIP Units shall be
entitled to transfer
his or her 2005 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 2005 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 2005 LTIP Units at a
specified purchase
price or some other forfeiture of any 2005 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 2005
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 2005 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 2005
LTIP Units,
the balance of the portion of the Capital Account of the holder
that is
attributable to all of his or her 2005 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 2005 LTIP Units, if any.
Exh. I-1
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(c) Legend. Any certificate evidencing a 2005 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 2005 LTIP Unit.
3. Distributions.
(a) 2005 LTIP Distribution Amount. Commencing from the date on
which any 2005 LTIP Units are first issued (each, a "2005 LTIP
Issue Date"), for
any quarterly period holders of such 2005 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 "2005 LTIP Distribution Amount").
Distributions on the
2005 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, 2005 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 2005 LTIP Units with respect
to the 2005
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 2005 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 2005 LTIP Units shall also be paid on that alternate
basis.
(b) Prohibited Distributions. No distributions on the 2005
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 such authorization, payment or setting
apart for payment
or provides that such authorization, payment or setting apart for
payment would
constitute a breach thereof or a default thereunder, or
