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.
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.
2
(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.
3
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/ ▇▇▇▇▇ ▇▇▇▇▇▇▇
-----------------
Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇
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/ ▇▇▇▇▇ ▇▇▇▇▇▇▇
-----------------
Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Senior Executive Vice President-Corporate
Initiatives and General Counsel
GRANTEES:
*Individual Counterpart Signature Pages Attached.
4
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 ▇▇▇▇▇▇▇ and Restated Agreement of Limited Partnership.
Date:
----------------------------------------
Name of Limited Partner (please print)
----------------------------------------
Signature
----------------------------------------
Address
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
(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 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 if such authorization or
payment shall be restricted or prohibited by law.
(c) Noncumulative Distributions. Distributions on the 2006 LTIP
Units will be noncumulative. If the General Partner does not authorize a
distribution on the 2006 LTIP Units payable on any Distribution Payment Date
while any 2006 LTIP Unit is outstanding, then the holder of the 2006 LTIP Units
will have no right to receive a distribution for that Distribution Payment Date,
and the Partnership will have no obligation to pay a distribution for that
Distribution Payment Date with respect to the 2006 LTIP Units.
Exh. I-2
(d) Parity with Common Units. No distributions, whether in cash,
securities or property, will be authorized or paid or set apart for payment to
holders of Common Units for any period unless for each 2006 LTIP Unit
outstanding, a distribution equal to the 2006 LTIP Distribution Amount with
respect to such period has been or contemporaneously is authorized and paid or
authorized and a sum sufficient for the payment thereof is set apart for such
payment to the holders of the 2006 LTIP Units for such distribution period.
(e) Definition of Set Apart for Payment. As used in this Section 3,
"set apart for payment" shall be deemed to include, without any further action,
the following: the recording by the Partnership in its accounting ledgers of any
accounting or bookkeeping entry which indicates, pursuant to an authorization of
a distribution by the General Partner, the allocation of funds to be so paid on
any series or class of units of the Partnership.
4. Adjustments.
The Partnership shall maintain at all times a one-to-one
correspondence between 2006 LTIP Units and Common Units for conversion,
distribution and other purposes, including without limitation complying with the
following procedures. If an Adjustment Event (as defined below) occurs, then the
General Partner shall make a corresponding adjustment to the 2006 LTIP Units to
maintain a one-for-one conversion and economic equivalence ratio between Common
Units and 2006 LTIP Units. The following shall be "Adjustment Events": (A) the
Partnership makes a distribution on all outstanding Common Units in Partnership
Units, (B) the Partnership subdivides the outstanding Common Units into a
greater number of units or combines the outstanding Common Units into a smaller
number of units, or (C) the Partnership issues any Partnership Units in exchange
for its outstanding Common Units by way of a reclassification or
recapitalization of its Common Units. If more than one Adjustment Event occurs,
the adjustment to the 2006 LTIP Units need be made only once using a single
formula that takes into account each and every Adjustment Event as if all
Adjustment Events occurred simultaneously. For the avoidance of doubt, the
following shall not be Adjustment Events: (x) the issuance of Partnership Units
in a financing, reorganization, acquisition or other similar business
transaction, (y) the issuance of Partnership Units pursuant to any employee
benefit or compensation plan or distribution reinvestment plan, or (z) the
issuance of any Partnership Units to the Company in respect of a capital
contribution to the Partnership of proceeds from the sale of securities by the
Company. If the Partnership takes an action affecting the Common Units other
than actions specifically described above as "Adjustment Events" and in the
opinion of the General Partner such action would require an adjustment to the
2006 LTIP Units to maintain the one-to-one correspondence described above, the
General Partner shall have the right to make such adjustment to the 2006 LTIP
Units, to the extent permitted by law and by the terms of any plan pursuant to
which the 2006 LTIP Units have been issued, in such manner and at such time as
the General Partner, in its sole discretion, may determine to be appropriate
under the circumstances. If an adjustment is made to the 2006 LTIP Units as
herein provided the Partnership shall promptly file in the books and records of
the Partnership an officer's certificate setting forth such adjustment and a
brief statement of the facts requiring such adjustment, which certificate shall
be conclusive evidence of the correctness of such adjustment absent manifest
error. Promptly after filing of such certificate, the Partnership shall mail a
notice to each holder of 2006 LTIP Units setting forth the adjustment to his or
her 2006 LTIP Units and the effective date of such adjustment.
Exh. I-3
5. Ranking.
The 2006 LTIP Units shall rank on parity with the Common Units in
all respects.
6. No Liquidation Preference.
The 2006 LTIP Units shall have no liquidation preference.
7. Right to Convert 2006 LTIP Units into Common Units.
(a) Conversion Right. On or after the date that is two (2) years
after the 2006 LTIP Issuance Date a holder of 2006 LTIP Units shall have the
right (the "Conversion Right"), at his or her option, at any time to convert all
or a portion of his or her Vested 2006 LTIP Units into Common Units; provided,
however, that a holder may not exercise the Conversion Right for fewer than one
thousand (1,000) Vested 2006 LTIP Units or, if such holder holds fewer than one
thousand Vested 2006 LTIP Units, all of the holder's Vested 2006 LTIP Units.
Holders of 2006 LTIP Units shall not have the right to convert Unvested 2006
LTIP Units into Common Units until they become Vested 2006 LTIP Units. The
General Partner shall have the right at any time to cause a conversion of Vested
2006 LTIP Units into Common Units. In all cases, the conversion of any 2006 LTIP
Units into Common Units shall be subject to the conditions and procedures set
forth in this Section 7.
(b) Number of Units Convertible. A holder of Vested 2006 LTIP Units
may convert such Units into an equal number of fully paid and non-assessable
Common Units, giving effect to all adjustments (if any) made pursuant to Section
4. Notwithstanding the foregoing, in no event may a holder of Vested 2006 LTIP
Units convert a number of Vested 2006 LTIP Units that exceeds (x) the Economic
Capital Account Balance of such holder, to the extent attributable to its
ownership of 2006 LTIP Units, divided by (y) the Common Unit Economic Balance,
in each case as determined as of the effective date of conversion (the "Capital
Account Limitation").
(c) Notice. In order to exercise his or her Conversion Right, a
holder of 2006 LTIP Units shall deliver a notice (a "Conversion Notice") in the
form attached as EXHIBIT A to this Supplement (with a copy to the General
Partner) not less than 10 nor more than 60 days prior to a date (the "Conversion
Date") specified in such Conversion Notice; provided, however, that if the
General Partner has not given to the 2006 LTIP Unitholders notice of a proposed
or upcoming Transaction (as defined below) at least thirty (30) days prior to
the effective date of such Transaction, then holders of 2006 LTIP Units shall
have the right to deliver a Conversion Notice until the earlier of (x) the tenth
(10th) day after such notice from the General Partner of a Transaction or (y)
the third business day immediately preceding the effective date of such
Transaction. A Conversion Notice shall be provided in the manner provided in
Section 15.1 of the Partnership Agreement. Each Holder of 2006 LTIP Units
covenants and agrees with the Partnership that all Vested 2006 LTIP Units to be
converted pursuant to this Section 7 shall be free and clear of all liens.
Notwithstanding anything herein to the contrary, a Holder of 2006 LTIP Units may
deliver a Redemption Notice pursuant to Section 8.6 of the Partnership Agreement
relating to those Common Units that will be issued to such holder upon
conversion of such 2006 LTIP Units into Common Units in advance of the
Conversion Date; provided, however, that the redemption of such Common Units by
the Partnership shall in no event take place until the Conversion Date. For
clarity, it is noted that the objective of this paragraph is to put a holder of
2006 LTIP Units in a position where, if he or she so wishes, the Common Units
into which his or her Vested 2006 LTIP Units will be converted can be redeemed
by the Partnership simultaneously with such conversion, with the further
consequence that, if the Company elects to assume the Partnership's redemption
obligation with respect to such Common Units under Section 8.6 of the
Partnership Agreement by delivering to such holder REIT Shares rather than cash,
then such holder can have such REIT ▇▇▇▇▇▇ issued to him or her simultaneously
with the conversion of his or her Vested 2006 LTIP Units into Common Units. The
General Partner shall cooperate with a holder of 2006 LTIP Units to coordinate
the timing of the different events described in the foregoing sentence.
Exh. I-4
(d) Forced Conversion. The Partnership, at any time at the election
of the General Partner, may cause any number of Vested 2006 LTIP Units held by a
holder of 2006 LTIP Units to be converted (a "Forced Conversion") into an equal
number of Common Units, giving effect to all adjustments (if any) made pursuant
to Section 4; provided, that the Partnership may not cause a Forced Conversion
of any 2006 LTIP Units that would not at the time be eligible for conversion at
the option of such 2006 LTIP Unitholder pursuant to paragraph (b) above. In
order to exercise its right of Forced Conversion, the Partnership shall deliver
a notice (a "Forced Conversion Notice") in the form attached as EXHIBIT B to
this Supplement to the applicable Holder not less than 10 nor more than 60 days
prior to the Conversion Date specified in such Forced Conversion Notice. A
Forced Conversion Notice shall be provided in the manner provided in Section
15.1 of the Partnership Agreement.
(e) Conversion Procedures. A conversion of Vested 2006 LTIP Units
for which the Holder has given a Conversion Notice or the Partnership has given
a Forced Conversion Notice shall occur automatically after the close of business
on the applicable Conversion Date without any action on the part of such holder
of 2006 LTIP Units, as of which time such holder of 2006 LTIP Units shall be
credited on the books and records of the Partnership with the issuance as of the
opening of business on the next day of the number of Common Units issuable upon
such conversion. After the conversion of 2006 LTIP Units as aforesaid, the
Partnership shall deliver to such holder of 2006 LTIP Units, upon his or her
written request, a certificate of the General Partner certifying the number of
Common Units and remaining 2006 LTIP Units, if any, held by such Person
immediately after such conversion.
Exh. I-5
(f) Treatment of Capital Account. For purposes of making future
allocations under Section 6.1.E of the Agreement and applying the Capital
Account Limitation, the portion of the Economic Capital Account Balance of the
applicable holder of 2006 LTIP Units that is treated as attributable to his or
her 2006 LTIP Units shall be reduced, as of the date of conversion, by the
product of the number of 2006 LTIP Units converted and the Common Unit Economic
Balance.
(g) Mandatory Conversion in Connection with a Transaction. If the
Partnership or the General Partner shall be a party to any transaction
(including without limitation a merger, consolidation, unit exchange, self
tender offer for all or substantially all Common Units or other business
combination or reorganization, or sale of all or substantially all of the
Partnership's assets, but excluding any transaction which constitutes an
Adjustment Event), in each case as a result of which Common Units shall be
exchanged for or converted into the right, or the holders of such Units shall
otherwise be entitled, to receive cash, securities or other property or any
combination thereof (each of the foregoing being referred to herein as a
"Transaction"), then the General Partner shall, immediately prior to the
Transaction, exercise its right to cause a Forced Conversion with respect to the
maximum number of 2006 LTIP Units then eligible for conversion, taking into
account any allocations that occur in connection with the Transaction or that
would occur in connection with the Transaction if the assets of the Partnership
were sold at the Transaction price or, if applicable, at a value determined by
the General Partner in good faith using the value attributed to the Partnership
Units in the context of the Transaction (in which case the Conversion Date shall
be the effective date of the Transaction).
In anticipation of such Forced Conversion and the consummation of
the Transaction, the Partnership shall use commercially reasonable efforts to
cause each holder of 2006 LTIP Units to be afforded the right to receive in
connection with such Transaction in consideration for the Common Units into
which his or her 2006 LTIP Units will be converted the same kind and amount of
cash, securities and other property (or any combination thereof) receivable upon
the consummation of such Transaction by a holder of the same number of Common
Units, assuming such holder of Common Units is not a Person with which the
Partnership consolidated or into which the Partnership merged or which merged
into the Partnership or to which such sale or transfer was made, as the case may
be (a "Constituent Person"), or an affiliate of a Constituent Person. In the
event that holders of Common Units have the opportunity to elect the form or
type of consideration to be received upon consummation of the Transaction, prior
to such Transaction the General Partner shall give prompt written notice to each
holder of 2006 LTIP Units of such election, and shall use commercially
reasonable efforts to afford such holders the right to elect, by written notice
to the General Partner, the form or type of consideration to be received upon
conversion of each 2006 LTIP Unit held by such holder into Common Units in
connection with such Transaction. If a holder of 2006 LTIP Units fails to make
such an election, such ▇▇▇▇▇▇ (and any of its transferees) shall receive upon
conversion of each 2006 LTIP Unit held by him or her (or by any of his or her
transferees) the same kind and amount of consideration that a holder of a Common
Unit would receive if such Common Unit Holder failed to make such an election.
Exh. I-6
Subject to the rights of the Partnership and the General Partner
under any Vesting Agreement and the terms of any plan under which 2006 LTIP
Units are issued, the Partnership shall use commercially reasonable effort to
cause the terms of any Transaction to be consistent with the provisions of this
Section 7 and to enter into an agreement with the successor or purchasing
entity, as the case may be, for the benefit of any holders of 2006 LTIP Units
whose 2006 LTIP Units will not be converted into Common Units in connection with
the Transaction that will (i) contain provisions enabling the holders of 2006
LTIP Units that remain outstanding after such Transaction to convert their 2006
LTIP Units into securities as comparable as reasonably possible under the
circumstances to the Common Units and (ii) preserve as far as reasonably
possible under the circumstances the distribution, special allocation,
conversion, and other rights set forth in the Partnership Agreement for the
benefit of the holders of 2006 LTIP Units.
8. Redemption at the Option of the Partnership.
2006 LTIP Units will not be redeemable at the option of the
Partnership; provided, however, that the foregoing shall not prohibit the
Partnership from repurchasing 2006 LTIP Units from the holder thereof if and to
the extent such holder agrees to sell such 2006 LTIP Units.
9. Intentionally Omitted.
10. Voting Rights.
(a) Voting with Common Units. Holders of 2006 LTIP Units shall have
the right to vote on all matters submitted to a vote of the holders of Common
Units; holders of 2006 LTIP Units and Common Units shall vote together as a
single class, together with any other class or series of units of limited
partnership interest in the Partnership upon which like voting rights have been
conferred. In any matter in which the 2006 LTIP Units are entitled to vote,
including an action by written consent, each 2006 LTIP Unit shall be entitled to
one vote.
(b) Special Approval Rights. In addition to, and not in limitation
of, the provisions of Section 10(a) above (and notwithstanding anything
appearing to be contrary in the Partnership Agreement), the Company and/or the
Partnership shall not, without the affirmative consent of the holders of
sixty-six and two-thirds percent (66 2/3%) of the then outstanding 2006 LTIP
Units, given in person or by proxy, either in writing or at a meeting, take any
action that would materially and adversely alter, change, modify or amend the
rights, powers or privileges of the 2006 LTIP Units; but subject in any event to
the following provisions: (i) no consent of the holders of 2006 LTIP Units will
be required if and to the extent that any such alteration, change, modification
or amendment would similarly alter, change, modify or amend the rights, powers
or privileges of the Common Units; (ii) with respect to the occurrence of any
merger, consolidation or other business combination or reorganization, so long
as the 2006 LTIP Units remain outstanding with the terms thereof materially
unchanged or, if the Partnership is not the surviving entity in such
transaction, are exchanged for a security of the surviving entity with terms
that are materially the same with respect to rights to allocations,
distributions, redemption, conversion and voting as the 2006 LTIP Units and
without any income, gain or loss expected to be recognized by the holder upon
the exchange for federal income tax purposes (and with the terms of the Common
Units or such other securities into which the 2006 LTIP Units (or the substitute
security therefor) are convertible materially the same with respect to rights to
allocations, distributions, redemption, conversion and voting), the occurrence
of any such event shall not be deemed to materially and adversely alter, change,
modify or amend the rights, powers or privileges of the 2006 LTIP Units; (iii)
any creation or issuance of any Common Units or of any class of series of common
or preferred units of the Partnership (whether ranking junior to, on a parity
with or senior to the 2006 LTIP Units with respect to payment of distributions,
redemption rights and the distribution of assets upon liquidation, dissolution
or winding up), which either (x) does not require the consent of the holders of
Common Units or (y) does require such consent and is authorized by a vote of the
holders of Common Units; and 2006 LTIP Units voting together as a single class,
together with any other class or series of units of limited partnership interest
in the Partnership upon which like voting rights have been conferred, shall not
be deemed to materially and adversely alter, change, modify or amend the rights,
powers or privileges of the 2006 LTIP Units; and (iv) any waiver by the
Partnership of restrictions or limitations applicable to any outstanding 2006
LTIP Units with respect to any holder or holders thereof shall not be deemed to
materially and adversely alter, change, modify or amend the rights, powers or
privileges of the 2006 LTIP Units with respect to other holders. The foregoing
voting provisions will not apply if, as of or prior to the time when the action
with respect to which such vote would otherwise be required will be taken or be
effective, all outstanding 2006 LTIP Units shall have been converted, or
provision is made for such conversion to occur as of or prior to such time.
Exh. I-7
Exhibit A
NOTICE OF ELECTION BY PARTNER TO CONVERT
2006 LTIP UNITS INTO COMMON UNITS
The undersigned holder of 2006 LTIP Units hereby irrevocably elects to
convert the number of Vested 2006 LTIP Units in Reckson Operating Partnership,
L.P. (the "Partnership") set forth below into Common Units in accordance with
the terms of the Amended and Restated Agreement of Limited Partnership of the
Partnership, as amended. The undersigned hereby represents, warrants, and
certifies that the undersigned: (a) has title to such 2006 LTIP Units, free and
clear of the rights or interests of any other person or entity other than the
Partnership; (b) has the full right, power, and authority to cause the
conversion of such 2006 LTIP Units as provided herein; and (c) has obtained the
consent or approval of all persons or entities, if any, having the right to
consent or approve such conversion.
Name of Holder:
----------------------------------------------------------------
(Please Print: Exact Name as Registered with Partnership)
Number of 2006 LTIP Units to be Converted:
------------------------------------
Date of this Notice:
------------------------------------------------------------
-----------------------------------------------------------------------
(Signature of Holder: Sign Exact Name as Registered with Partnership)
-----------------------------------------------------------------------
(Street Address)
-----------------------------------------------------------------------
(City) (State) (Zip Code)
Signature Guaranteed by:
-----------------------------------------------
Exh. A
Exhibit B
NOTICE OF ELECTION BY PARTNERSHIP TO FORCE CONVERSION
OF 2006 LTIP UNITS INTO COMMON UNITS
Reckson Operating Partnership, L.P. (the "Partnership") hereby
irrevocably elects to cause the number of 2006 LTIP Units held by the holder of
2006 LTIP Units set forth below to be converted into Common Units in accordance
with the terms of the Amended and Restated Agreement of Limited Partnership of
the Partnership.
Name of Holder:
----------------------------------------------------------------
(Please Print: Exact Name as Registered with Partnership)
Number of 2006 LTIP Units to be Converted:
--------------------------------------
Date of this Notice:
------------------------------------------------------------
Exh. B
Schedule A
Name and Address Number of 2006 LTIP Units
---------------- -------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ 100,000
c/o Reckson Associates Realty Corp.
▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇ 50,000
c/o Reckson Associates Realty Corp.
▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ 15,000
c/o Reckson Associates Realty Corp.
▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ 10,000
c/o Reckson Associates Realty Corp.
▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
▇. ▇. ▇▇▇▇ 12,500
c/o Reckson Associates Realty Corp.
▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ 2,500
c/o Reckson Associates Realty Corp.
▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇▇ 8,500
c/o Reckson Associates Realty Corp.
▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ 8,500
c/o Reckson Associates Realty Corp.
▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Sch. A