EXHIBIT 10.7
                         RECKSON ASSOCIATES REALTY CORP.
                     SUPPLEMENT TO THE AMENDED AND RESTATED
                        AGREEMENT OF LIMITED PARTNERSHIP
                                       OF
                       RECKSON OPERATING PARTNERSHIP, L.P.
                                  ESTABLISHING
                      SERIES E PREFERRED PARTNERSHIP UNITS
                                       OF
                          LIMITED PARTNERSHIP INTEREST

     In  accordance  with Sections 4.2 and 14.1 B(3) of the Amended and Restated
Agreement  of  Limited  Partnership,  dated as of June 2,  1995,  as  amended on
December  6,  1995,  April  13,  1998,  June  30,  1998  and May 24,  1999  (the
"Partnership  Agreement"),  the Partnership  Agreement is hereby supplemented to
establish a series of up to  6,000,000  preferred  units of limited  partnership
interest of Reckson Operating Partnership,  L.P. (the "Partnership") which shall
be designated "Series E Preferred Units" having the rights, preferences, powers,
privileges  and  restrictions,  qualifications  and  limitations  granted  to or
imposed  upon the Series B  Convertible  Cumulative  Preferred  Stock  issued by
Reckson Associates Realty Corp. (the "Company" or "Corporation")  (the "Series B
Preferred  Stock") as set forth below and which shall be issued to the  Company.
Capitalized  terms used and not otherwise defined herein shall have the meanings
set forth in the Partnership Agreement.

     WHEREAS,  the Company,  the Partnership,  Stichting  Pensioenfonds ABP, The
Travelers  Insurance  Company,  The  Travelers  Life and  Annuity  Company,  The
Standard Fire Insurance  Company and Travelers  Casualty and Surety Company (the
"Initial Purchasers") executed a purchase agreement on May 27, 1999;

     WHEREAS,  on this date the Company is issuing  6,000,000 shares of Series B
Preferred Stock pursuant to the Articles  Supplementary of the Company, as filed
with the Maryland State  Department of Assessments  and Taxation on May 28, 1999
(the "Articles Supplementary");

     WHEREAS,  on this date the Company is making a Capital  Contribution to the
Partnership  in an amount equal to the proceeds  raised in  connection  with the
issuance of the Series B Preferred Stock; and

     WHEREAS,  pursuant  to  Section  4.2  of  the  Partnership  Agreement,  the
Partnership  desires to issue additional  Partnership  Units to the Company with
substantially similar designations, preferences and other rights to the Series B
Preferred Stock.

     NOW THEREFORE,  in consideration of the mutual covenants  contained herein,
and other good and valuable consideration,  the receipt and sufficiency of which
is hereby acknowledged, the parties hereto agree as follows:


<PAGE>

     Section 1. Issuance of Series E Preferred Units

     Pursuant  to Section  4.2 of the  Partnership  Agreement,  the  Partnership
hereby  issues  6,000,000  additional   Partnership  Interests  (the  "Series  E
Preferred  Units")  to the  Company.  The  Series E  Preferred  Units  will have
substantially the same designations,  preferences and other rights of the Series
B Preferred  Stock,  as specified in this amendment and in Exhibit I hereto.  In
consideration  for the issuance of the Series E Preferred Units, the Company has
made a  Capital  Contribution  to the  Partnership  in an  amount  equal  to the
proceeds raised in connection with the issuance of the Series B Preferred Stock.

     Section 2. Amendment 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 adding the
following definition of "Series E Preferred Units":

     "Series E Preferred Units" means the units of limited partnership  interest
issued to the Company on June 2, 1999,  in  connection  with the issuance of the
Series B Preferred Stock by the Company.

     Section 3. Continuation of Partnership Agreement

     The  Partnership  Agreement and this  Amendment  shall be read together and
shall  have the same force and effect as if the  provisions  of the  Partnership
Agreement and this Amendment  were contained in one document.  Any provisions of
the  Partnership  Agreement not amended by this  Amendment  shall remain in full
force and effect as provided in the Partnership  Agreement  immediately prior to
the date hereof.


                                       2
<PAGE>

         IN WITNESS WHEREOF, the parties hereto have executed this Supplement to
the Partnership Agreement as of the 2nd day of June, 1999.

                           GENERAL PARTNER:

                           RECKSON ASSOCIATES REALTY CORP.


                           By:_____________________________________
                                 Name:
                                 Title:

                           EXISTING LIMITED PARTNERS:

                           By:   Reckson Associates Realty Corp.,
                                 as Attorney-in-Fact for the Limited Partners


                                 By:_______________________________
                                       Name:
                                       Title:


                           Series E Preferred Unit Holder

                           RECKSON ASSOCIATES REALTY CORP.


                           By:_____________________________________
                                 Name:
                                 Title:


                                       3
<PAGE>

                                   EXHIBIT I

                       RECKSON OPERATING PARTNERSHIP, L.P.
                 DESIGNATION OF THE VOTING POWERS, DESIGNATIONS,
                    PREFERENCES AND RELATIVE, PARTICIPATING,
                      OPTIONAL OR OTHER SPECIAL RIGHTS AND
                   QUALIFICATIONS, LIMITATIONS OR RESTRICTIONS
                   OF THE SERIES E PREFERRED PARTNERSHIP UNITS

     The  following  are the terms of the Series E Preferred  Partnership  Units
established pursuant to this Amendment:

     (1) Number. The maximum number of authorized Series E Preferred Partnership
Units (the "Series E Preferred Units") shall be 6,000,000.

     (2) Rank. The Series E Preferred  Units will,  with respect to distribution
rights  and  rights  upon   liquidation,   dissolution  or  winding  up  of  the
Partnership,  rank:  (a) senior to all classes or series of common  units of the
Partnership  ("Common  Units")  and  to  all  equity  securities  issued  by the
Partnership  the terms of which provide that such equity  securities  shall rank
junior  to such  Series  E  Preferred  Units;  (b) on a parity  with all  equity
securities issued by the Partnership other than those referred to in clauses (a)
and (c); and (c) junior to all equity  securities issued by the Partnership that
rank senior to the Series E Preferred Units in accordance with Section 6(d). The
term "equity securities" shall not include convertible debt securities.

     (3) Distributions.

     (a) For any quarterly period,  holders of Series E Preferred 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,  cumulative  cash
distributions  in an amount per unit equal to (i) in the case of the period from
and including the date of original issue to but excluding April 30, 2000,  7.85%
per annum of the  liquidation  preference  per unit  (equivalent  to $1.9625 per
annum per unit),  (ii) in the case of the period  from and  including  April 30,
2000 to but  excluding  April  30,  2001,  8.35%  per  annum of the  liquidation
preference per unit  (equivalent to $2.0875 per annum per unit) and (iii) in the
case of the period from and including  April 30, 2001 and  thereafter  until any
applicable  redemption  or  conversion,  8.85%  per  annum  of  the  liquidation
preference  per unit  (equivalent  to $2.2125 per annum per unit) (the "Series E
Convertible Dividend Amount"). Distributions on the Series E Preferred Units, if
authorized,  shall be  cumulative  from the date of original  issue and shall be
payable  quarterly in arrears on January 31, April 30, July 31 and October 31 of
each  year  or,  if not a  Business  Day,  the  next  succeeding  Business  Day,
commencing July 31, 1999 (each, a "Distribution Payment Date"). Any distribution
payable on the Series E Preferred Units for a partial  distribution  period will
be computed on the basis of a 360-day year  consisting of twelve 30-day  months.
Distributions  will be payable to holders of record of Series E Preferred  Units
as it appears in the records of the  Partnership 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


<PAGE>

less than 10 days prior to such Distribution Payment Date (each, a "Distribution
Payment Record Date").

     (b) No distributions on the Series E Preferred 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)  Distributions on the Series E Preferred Units will accumulate  whether
or not the  Partnership  has  earnings,  whether or not there are funds  legally
available  for the  payment  of  such  distributions  and  whether  or not  such
distributions are authorized. Accumulated but unpaid distributions on the Series
E Preferred  Units will not bear  interest and holders of the Series E Preferred
Units will not be entitled  to any  distributions  in excess of full  cumulative
distributions as described above.

     (d) No full  distributions  will be  authorized  or paid or set  apart  for
payment  on  any  equity   securities  of  the   Partnership   ranking,   as  to
distributions,  on a parity with or junior to the Series E  Preferred  Units for
any  period  unless  full  distributions  have  been  or  contemporaneously  are
authorized and paid or authorized  and a sum sufficient for the payment  thereof
is set apart  for such  payment  on the  Series E  Preferred  Units for all past
distribution   periods  and  the  then   current   distribution   period.   When
distributions  are not paid in full or a sum sufficient for such full payment is
not so set  apart  upon the  Series  E  Preferred  Units  and the  other  equity
securities of the Partnership  ranking on a parity as to distributions  with the
Series E  Preferred  Units,  all  distributions  authorized  upon  the  Series E
Preferred Units and any other equity securities of the Partnership  ranking on a
parity as to distributions with the Series E Preferred Units shall be authorized
pro rata so that the amount of  distributions  authorized  per Series E Unit and
such  other  equity  securities  shall in all cases  bear to each other the same
ratio that  accumulated  distributions  per Series E Unit and such other  equity
securities  (which  shall not  include  any  accumulation  in  respect of unpaid
distributions  for prior  distribution  periods if such equity securities do not
have cumulative  distributions) bear to each other. No interest, or sum of money
in lieu of interest,  shall be payable in respect of any distribution payment or
payments on Series E Preferred Units which may be in arrears.

     (e) Except as provided in Section 3(d),  unless full  distributions  on the
Series E Preferred Units have been or contemporaneously  are authorized and paid
or  authorized  and a sum  sufficient  for the payment  thereof is set apart for
payment  for all past  distribution  periods and the then  current  distribution
period, no distributions  (other than in common units or other equity securities
of the  Partnership  ranking  junior  to the  Series  E  Preferred  Units  as to
distributions and upon liquidation) shall be authorized or paid or set aside for
payment or other  distribution shall be authorized or made upon the Common Units
or any other equity  securities  of the  Partnership  ranking  junior to or on a
parity  with  the  Series  E  Preferred  Units  as  to   distributions  or  upon
liquidation,  nor shall any Common Units or any other equity  securities  of the
Partnership  ranking junior to or on a parity with the Series E Preferred  Units
as to  distributions  or upon  liquidation  be redeemed,  purchased or otherwise
acquired for any consideration (or any monies be paid to or made available for a
sinking fund for the redemption


                                       2
<PAGE>

of any such units) by the Partnership (except (1) by conversion into or exchange
for other  units of the  Partnership  ranking  junior to the Series E  Preferred
Units  as to  distributions  and upon  liquidation  or (2)  redemptions  for the
purpose of preserving the Company's status as a real estate  investment trust (a
"REIT") under the Code).

     (f) Any  distribution  payment made on Series E Preferred Units shall first
be credited  against the earliest  accumulated but unpaid  distribution due with
respect to such units which remains payable.

     (4) Liquidation Preference.

     (a) Upon any voluntary or involuntary  liquidation,  dissolution or winding
up of the affairs of the  Partnership  (referred to herein as a  "liquidation"),
the holders of the Series E  Preferred  Units will be entitled to be paid out of
the  assets  of  the  Partnership  legally  available  for  distribution  to its
unitholders  liquidating  distributions,  in cash or property at its fair market
value as  determined  by the  General  Partner,  in the amount of a  liquidation
preference  of $25.00  per unit,  plus an amount  equal to any  accumulated  and
unpaid distributions to the date of such liquidation, before any distribution or
payment is made to holders of Common Units or any other equity securities of the
Partnership   ranking  junior  to  the  Series  E  Preferred  Units  as  to  the
distribution  of assets upon a liquidation.  After payment of the full amount of
the liquidating  distributions to which they are entitled, the holders of Series
E Preferred Units will have no right or claim to any of the remaining  assets of
the Partnership.

     (b) In the  event  that,  upon  any  liquidation  of the  Partnership,  the
available  assets of the Partnership  are  insufficient to pay the amount of the
liquidating  distributions  on all outstanding  Series E Preferred Units and the
corresponding  amounts payable on all other equity securities of the Partnership
ranking on a parity with Series E Preferred Units in the  distribution of assets
upon a liquidation,  then the holders of Series E Preferred  Units and all other
such equity securities shall share ratably in any such distribution of assets in
proportion to the full  liquidating  distributions  per unit to which they would
otherwise be respectively entitled.

     (c) The  consolidation  or merger of the Partnership with or into any other
entity,  or the  merger of another  entity  with or into the  Partnership,  or a
statutory unit exchange by the Partnership,  or the sale, lease or conveyance of
all or substantially  all of the property or business of the Partnership,  shall
not be deemed to constitute a liquidation of the Partnership.

     (d) The liquidation  preference of the outstanding Series E Preferred Units
will not be added to the  liabilities  of the  Partnership  for the  purpose  of
determining whether under the Delaware Revised Uniform Limited Partnership Act a
distribution  may be made to unitholders of the Partnership  whose  preferential
rights upon  dissolution  of the  Partnership  are junior to those of holders of
Series E Preferred  Units.  This section 4(d) shall be without  prejudice to the
provisions of Sections 3(a) and 4(a) hereof.

     (5) Redemption.

     (a) The  Partnership  shall redeem the Series E Preferred  Units, in such a
number and at such time as Series B Preferred  Stock is redeemed by the Company,
at a redemption price per share in cash equal to (i) in the case of a redemption
from and including March 2, 2002 to


                                       3
<PAGE>

and including  June 2, 2003, an amount that provides an annual rate of return in
respect  of such unit of 15%  calculated  based on the  timing and amount of all
payments (including all distributions other than liquidated damages) made to and
including  the  date  of  redemption,  relative  to the  liquidation  preference
thereof, (ii) in the case of a redemption from and including June 2, 2003 to and
including  June 2, 2004,  $25.50 and (iii) in the case of a redemption  from and
including  June  2,  2004  and  thereafter,  $25.00,  plus,  in each  case,  all
accumulated  and unpaid  distributions  thereon to the date of  redemption  (the
"Cash Redemption Right").

     In addition to the Cash  Redemption  Right,  on or after March 2, 2002, the
Partnership  shall  redeem the Series E Preferred  Units in exchange  for Common
Units, in such a number and at such time as Series B Preferred Stock is redeemed
by the Company in exchange for shares of the Company's  Common Stock pursuant to
Section 5 of the  Articles  Supplementary  establishing  the Series B  Preferred
Stock (the "Stock Redemption Right").

     (b) At its election, the Company may require that the Partnership, prior to
the Series E Unit Redemption  Date,  deliver the redemption price to the Company
so that the Company may  irrevocably  deposit the  redemption  price  (including
accumulated  and unpaid  distributions)  of the Series B Preferred  Stock it has
called for  redemption  in trust for the  holders  thereof  with a bank or trust
company.  Any monies so deposited  which remain  unclaimed by the holders of the
Series  B  Preferred  Stock  at the end of two  years  after  the  Series E Unit
Redemption  Date will be returned  by such bank or trust  company to the Company
and the Company shall promptly deliver such funds to the Partnership.

     (c)  From  and  after  the  Series  E  Unit  Redemption  Date  (unless  the
Partnership  defaults in payment of the redemption  price), all distributions on
the Series E Preferred Units subject to such redemption will cease to accumulate
and all  rights  of the  holders  thereof,  except  the  right  to  receive  the
redemption price thereof (including all accumulated and unpaid  distributions to
the Series E Unit Redemption Date), will cease and terminate and such units will
not thereafter be transferred  (except with the consent of the  Partnership)  on
the Partnership's  records, and such units shall not be deemed to be outstanding
for any purpose whatsoever.

     (d) Unless full  distributions  on all Series E Preferred  Units shall have
been or  contemporaneously  are  authorized  and  paid or  authorized  and a sum
sufficient  for the  payment  thereof  is set  apart  for  payment  for all past
distribution  periods  and the then  current  distribution  period,  no Series E
Preferred  Units shall be  redeemed  unless all  outstanding  Series E Preferred
Units are simultaneously redeemed;  provided,  however, that the foregoing shall
not prevent the redemption of Series E Preferred  Units (i) in order to preserve
the REIT status of the Company or (ii) pursuant to a purchase or exchange  offer
made by the Company  with  respect to shares of the Series B Preferred  Stock on
the same terms to holders of all outstanding shares of Series B Preferred Stock.

     (e) Unless full  distributions on all Series E Preferred Units have been or
contemporaneously are authorized and paid or authorized and a sum sufficient for
the payment thereof is set apart for payment for all past  distribution  periods
and the then current  distribution period, the Partnership shall not purchase or
otherwise acquire, directly or indirectly,  any Series E Preferred Units (except
by conversion into or exchange for equity securities of the Partnership  ranking
junior  to  the  Series  E  Preferred  Units  as  to   distributions   and  upon
liquidation); provided,


                                       4
<PAGE>

however,  that the  foregoing  shall  not  prevent  the  redemption  of Series E
Preferred  Units (i) in order to preserve the REIT status of the Company or (ii)
pursuant  to a purchase or exchange  offer made by the Company  with  respect to
shares of the  Series B  Preferred  Stock on the same  terms to  holders  of all
outstanding shares of Series B Preferred Stock.

     (f) Immediately  prior to any redemption of Series E Preferred  Units,  the
Partnership shall pay, in cash, any accumulated and unpaid  distributions to the
Series E Unit Redemption  Date,  unless such Series E Unit Redemption Date falls
after a Distribution  Payment  Record Date and on or prior to the  corresponding
Distribution Payment Date, in which case each holder of Series E Preferred Units
at the close of  business  on such  Distribution  Payment  Record  Date shall be
entitled  to the  distribution  payable  on  such  units  on  the  corresponding
Distribution  Payment Date  notwithstanding  the  redemption of such units on or
prior  to  such  Distribution  Payment  Date.  Except  as  provided  above,  the
Partnership will make no payment or allowance for unpaid distributions,  whether
or not in arrears,  on Series E Preferred Units for which a notice of redemption
has been given.

     (g) Any Series E Preferred Units that have been redeemed shall,  after such
redemption,  have the status of authorized but unissued Preferred Units, without
designation as to series, until such units are once more designated as part of a
particular series by the General Partner.

     (h) No fractional  Common Units will be issued upon  redemption of Series E
Preferred Units pursuant to the Partnership's Stock Redemption Right. Instead of
any  fractional  interest in a Common Unit that would  otherwise be  deliverable
upon the redemption of Series E Preferred Units, the Partnership will pay to the
holder of such  Series E  Preferred  Units an amount in cash in  respect of such
fractional interest (computed to the nearest cent) based upon the Current Market
Price of Common  Units on the Trading  Day  immediately  preceding  the Series E
Redemption  Date.  If more  than one  Series E Unit  shall  be  surrendered  for
redemption  at one time by the same holder,  the number of full shares of Common
Units  issuable  upon  redemption  thereof shall be computed on the basis of the
aggregate number of Series E Preferred Units so surrendered.

     (i) The Series E Preferred  Units will not have a stated  maturity date and
will not be subject to any sinking fund or mandatory redemption provisions.

     (6) Voting Rights.

     (a)  Holders  of the  Series E  Preferred  Units  will not have any  voting
rights, except as set forth below. In any matter in which the Series E Preferred
Units are entitled to vote, including any action by written consent, each Series
E Unit shall be entitled to one vote.

     (b) So long  as any  Series  E  Preferred  Units  remain  outstanding,  the
Partnership shall not, without the affirmative vote or consent of the holders of
record of at least two-thirds of the outstanding  Series E Preferred Units given
in person or by proxy,  either in writing or at a meeting  (such  series  voting
separately as a class),  (i) authorize or create,  or increase the authorized or
issued amount of, any equity securities ranking senior to the Series E Preferred
Units with respect to payment of  distributions  or the  distribution  of assets
upon a liquidation of


                                       5
<PAGE>

the Partnership or reclassify any authorized  units of the Partnership  into any
such equity securities, or create, authorize or issue any obligation or security
convertible  into or  evidencing  the  right to  purchase  any such unit or (ii)
amend, alter or repeal the provisions of the Partnership  Agreement,  whether by
merger,  consolidation  or  otherwise  (an  "Event"),  so as to  materially  and
adversely affect any right, preference,  privilege or voting power of the Series
E Preferred Units or the holders thereof; provided, however, that the holders of
the Series E  Preferred  Units  shall not be  entitled  to any voting  rights in
connection  with an Event if as a result of such  Event (a)  Series E  Preferred
Units remain outstanding with the terms thereof materially  unchanged or (b) the
Partnership is not the surviving  entity but the surviving  entity issues to the
holders of the Series E  Preferred  Units the same number of units of a separate
class of preferred units with rights, preferences,  privileges and voting powers
that are materially unchanged from the preferences, rights, privileges and other
terms of the Series E  Preferred  Units;  and  provided,  further,  that (x) any
increase  in the  amount  of the  authorized  Series  E  Preferred  Units or the
creation or issuance of any other series of Preferred  Units or (y) any increase
in the amount of  authorized  units of such  series,  in each case  ranking on a
parity with or junior to the Series E Preferred Units with respect to payment of
distributions   or  the  distribution  of  assets  upon  a  liquidation  of  the
Partnership, shall not be deemed to materially and adversely affect such rights,
preferences, privileges or voting powers.

     (c) The foregoing  voting  provisions will not apply if, at or prior to the
time when the act with  respect to which such vote would  otherwise  be required
shall be  effected,  all  outstanding  Series E Preferred  Units shall have been
converted,  redeemed or called for redemption  upon proper notice and sufficient
funds shall have been deposited in trust to effect such redemption.

     (7) Conversion.

     (a) Subject to Section 8, Series E Preferred  Units will be  convertible at
any  time,  at the  option  of the  holders  thereof,  into  Common  Units  at a
conversion  price of $26.05 per Common Unit  (equivalent to a conversion rate of
 .9597 Common Units for each Series E Unit),  subject to  adjustment as described
below (the "Conversion  Price");  provided,  however,  that the right to convert
Series E Preferred  Units called for  redemption  will terminate at the close of
business on the fifth Business Day prior to the Series E Unit Redemption Date.

     (b) Unless the units  issuable on  conversion  are to be issued in the same
name as the name in which such Series E Preferred Units are registered, in which
case the  Partnership  shall bear the related taxes,  each unit  surrendered for
conversion shall be accompanied by instruments of transfer, in form satisfactory
to the Partnership, duly executed by the holder or such holder's duly authorized
attorney  and an  amount  sufficient  to pay any  transfer  or  similar  tax (or
evidence  reasonably  satisfactory  to the Partnership  demonstrating  that such
taxes have been paid or that such taxes are not due).

     (c) Each conversion shall be deemed to have been effected immediately prior
to the close of business  on the date on which such  notice (and if  applicable,
payment  of an  amount  equal to the  distribution  payable  on such  units)  is
received by the  Partnership  as  aforesaid,  and the person or persons in whose
name or names that the Common Units shall be issuable upon such conversion shall
be  deemed  to have  become  the  holder  or  holders  of  record  of the  units


                                       6
<PAGE>

represented  thereby at such time on such date, and such conversion  shall be at
the Conversion  Price in effect at such time and on such date unless the records
of the  Partnership  shall be closed on that date, in which event such person or
persons  shall be deemed to have  become such holder or holders of record at the
close of business on the next succeeding day on which such records are open, but
such conversion  shall be at the Conversion Price in effect on the date on which
such notice is received by the Partnership.

     (d)  Holders  of Series E  Preferred  Units at the close of  business  on a
Distribution  Payment Record Date shall be entitled to receive the  distribution
payable  on  such  units  on  the   corresponding   Distribution   Payment  Date
notwithstanding the conversion of such units following such Distribution Payment
Record Date and prior to such  Distribution  Payment  Date. A holder of Series E
Preferred Units on a Distribution  Payment Record Date who (or whose transferee)
tenders any such units for  conversion  into Common  Units on such  Distribution
Payment Date shall receive the  distribution  payable by the Partnership on such
Series E  Preferred  Units on such  date,  and the  converting  holder  need not
include  payment of the amount of such  distribution  upon the conversion of the
Series E Preferred Units.  Except as provided above, the Partnership  shall make
no payment or allowance for unpaid distributions,  whether or not in arrears, on
converted  units or for  distribution  on the Common  Units that are issued upon
such conversion.

     Any fractional interest in respect of a Common Unit arising upon conversion
in  accordance  with the terms of this Section 7 shall be settled as provided in
Section 7(e).

     (e) No fractional  Common Units shall be issued upon conversion of Series E
Preferred Units.  Instead of any fractional  Common Unit that would otherwise be
issuable upon the  conversion of a Series E Unit, the  Partnership  shall pay to
the holder of such unit an amount in cash in respect of such fractional interest
based  upon  the  Current  Market  Price  of a Common  Unit on the  Trading  Day
immediately  preceding  the date of  conversion.  If more than one Series E Unit
shall be surrendered  for conversion at one time by the same holder,  the number
of full Common Units issuable upon  conversion  thereof shall be computed on the
basis of the aggregate number of Series E Preferred Units so surrendered.

     (f) The Conversion Price shall be adjusted from time to time as follows:

          (i) If the  Partnership  shall  after  the  date  on  which  Series  E
     Preferred  Units are first  issued  (the  "Issue  Date")  (A) pay or make a
     distribution  in  Common  Units  to  holders  of  its  equity   securities,
     (B) subdivide its outstanding  Common Units into a greater number of units,
     (C) combine its outstanding  Common Units into a smaller number of units or
     (D) issue any equity  securities by  reclassification  of its Common Units,
     then the  Conversion  Price in effect at the opening of business on the day
     following the record date for the determination of unitholders  entitled to
     receive  such  distribution  or at the  opening  of  business  on  the  day
     following   the   day   on   which   such   subdivision,   combination   or
     reclassification  becomes effective,  as the case may be, shall be adjusted
     so  that  the  holder  of any  Series  E Unit  thereafter  surrendered  for
     conversion  shall be entitled  to receive  the number of Common  Units that
     such holder  would have owned or have been  entitled  to receive  after the
     happening  of any  of the  events


                                       7
<PAGE>

     described  above had such units  been  converted  immediately  prior to the
     record date in the case of a distribution or the effective date in the case
     of a  subdivision,  combination  or  reclassification.  An adjustment  made
     pursuant to this subsection (i) shall become  effective  immediately  after
     the opening of business on the day  following  such record date  (except as
     provided in Section  7(i)) in the case of a  distribution  and shall become
     effective  immediately  after  the  opening  of  business  on the day  next
     following the effective date in the case of a  subdivision,  combination or
     reclassification.

          (ii) If the  Partnership  shall  issue  after the Issue  Date  rights,
     options or  warrants  to all  holders  of Common  Units  entitling  them to
     subscribe for or purchase Common Units (or securities  convertible  into or
     exchangeable  for  Common  Units)  at a price  per unit  less than the Fair
     Market  Value per Common Unit on the record date for the  determination  of
     unitholders entitled to receive such rights, options or warrants,  then the
     Conversion  Price in effect at the opening of business on the day following
     such  record  date  shall be  adjusted  to equal  the price  determined  by
     multiplying  (I) the Conversion  Price in effect  immediately  prior to the
     opening  of  business  on the  day  following  the  record  date  for  such
     determination  by (II) a fraction,  the numerator of which shall be the sum
     of (A) the number of Common Units  outstanding  on the close of business on
     the record date for such determination and (B) the number of units that the
     aggregate  proceeds to the  Partnership  from the  exercise of such rights,
     options or warrants  for Common  Units  would  purchase at such Fair Market
     Value,  and the  denominator of which shall be the sum of (A) the number of
     Common  Units  outstanding  on the close of business on the record date for
     such  determination  and (B) the number of additional  Common Units offered
     for subscription or purchase pursuant to such rights,  options or warrants.
     Such adjustment  shall become  effective  immediately  after the opening of
     business  on the day  following  such  record  date  (except as provided in
     Section  7(i)).  In  determining  whether any  rights,  options or warrants
     entitle the holders of Common  Units to  subscribe  for or purchase  Common
     Units at less than the Fair Market Value, there shall be taken into account
     any  consideration  received  by the  Partnership  upon  issuance  and upon
     exercise  of  such  rights,   options  or  warrants,   the  value  of  such
     consideration, if other than cash, to be determined by the General Partner.

          (iii) If the Partnership shall distribute to all holders of its Common
     Units any equity securities of the Partnership (other than Common Units) or
     evidences of its  indebtedness or assets  (excluding  Permitted Common Unit
     Cash  Distributions  and those rights,  options and warrants referred to in
     and treated under  subsection (ii) above),  then the Conversion Price shall
     be adjusted so that it shall equal the price  determined by multiplying (I)
     the Conversion Price in effect  immediately  prior to the close of business
     on the record date for the determination of unitholders entitled to receive
     such  distribution by (II) a fraction,  the numerator of which shall be the
     Fair Market Value per Common Unit on the record date for such determination
     less the then fair market  value (as  determined  by the  General  Partner,
     whose  determination  shall be  conclusive)  of the  portion  of the equity
     securities,  evidences of indebtedness or assets so distributed  applicable
     to one


                                       8
<PAGE>

     Common Unit,  and the  denominator  of which shall be the Fair Market Value
     per Common Unit on the record date for such determination.  Such adjustment
     shall become  effective  immediately  at the opening of business on the day
     following  such record date (except as provided in Section  7(i)).  For the
     purposes of this subsection  (iii), the distribution of equity  securities,
     evidences of  indebtedness  or assets which are distributed not only to the
     holders  of  Common  Units  on the  record  date for the  determination  of
     unitholders  entitled to such  distribution,  but also are distributed with
     each Common Unit  delivered  to a person  converting  a Series E Unit after
     such record date,  shall not require an adjustment of the Conversion  Price
     pursuant to this  subsection  (iii),  provided that on the date, if any, on
     which a person  converting  a Series E Unit would no longer be  entitled to
     receive such equity securities,  evidences of indebtedness or assets with a
     Common Unit (other than as a result of the  termination  of all such equity
     securities,  evidences of indebtedness  or assets),  a distribution of such
     equity  securities,  evidences of indebtedness or assets shall be deemed to
     have  occurred  and the  Conversion  Price shall be adjusted as provided in
     this subsection  (iii) (and such day shall be deemed to be "the record date
     for  the  determination  of  the  unitholders   entitled  to  receive  such
     distribution" within the meaning of the two preceding sentences).

          (iv) No adjustment in the  Conversion  Price shall be required  unless
     such adjustment would require a cumulative increase or decrease of at least
     1% in the Conversion Price; provided, however, that any adjustments that by
     reason of this subsection (iv) are not required to be made shall be carried
     forward and taken into account in any subsequent adjustment until made; and
     provided,  further,  that  any  adjustment  shall be  required  and made in
     accordance  with  the  provisions  of  this  Section  7  (other  than  this
     subsection  (iv)) not later than such time as may be  required  in order to
     preserve the  tax-free  nature of a  distribution  to the holders of Common
     Units.  Notwithstanding  any  other  provisions  of  this  Section  7,  the
     Partnership  shall not be required to make any adjustment of the Conversion
     Price for the issuance of any Common Units  pursuant to any plan  providing
     for the  reinvestment of distributions or interest payable on securities of
     the Partnership and the investment of additional optional amounts in Common
     Units under such plan. All calculations  under this Section 7 shall be made
     to the nearest  cent with ($.005  being  rounded  upward) or to the nearest
     one-tenth of a unit (with .05 of a unit being rounded upward),  as the case
     may be.  Anything in this  subsection (f) to the contrary  notwithstanding,
     the Partnership shall be entitled,  to the extent permitted by law, to make
     such  reductions in the Conversion  Price, in addition to those required by
     this  subsection  (f),  as it  in  its  discretion  shall  determine  to be
     advisable   in   order   that   any   unit   distributions,    subdivision,
     reclassification or combination of units,  distribution of rights,  options
     or warrants to purchase  units or securities,  or a  distribution  of other
     assets (other than cash distributions) hereafter made by the Partnership to
     its unitholders shall not be taxable.

     (g) Except as otherwise  provided for in  Section7(f),  if the  Partnership
shall be a party to any transaction  (including,  without limitation,  a merger,
consolidation,  statutory unit exchange,  tender offer for all or  substantially
all of the Common Units or sale of all or


                                       9
<PAGE>

substantially  all of the  Partnership's  assets),  in each  case as a result of
which Common Units shall be converted  into the right to receive  units,  stock,
securities or other property (including cash or any combination thereof (each of
the foregoing being referred to herein as a "Transaction")), each Series E Unit,
if convertible after the consummation of the Transaction, which is not converted
into the  right to  receive  units,  stock,  securities  or  other  property  in
connection with such  Transaction  shall thereafter be convertible into the kind
and amount of units, stock, securities and other property (including cash or any
combination  thereof)  receivable upon the consummation of such Transaction by a
holder  of that  number  of  Common  Units  into  which  one  Series  E Unit was
convertible  immediately  prior to such  Transaction,  assuming  such  holder of
Common Units (i) 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 and (ii) failed to exercise his rights of
the election,  if any, as to the kind or amount of units, stock,  securities and
other property (including cash or any combination  thereof) receivable upon such
Transaction (each, a "Non-Electing  Unit") (provided that if the kind and amount
of  units,  stock,   securities  and  other  property  (including  cash  or  any
combination thereof) receivable upon consummation of such Transaction is not the
same  for  each  Non-Electing  Unit,  the kind  and  amount  receivable  by each
Non-Electing  Unit shall be deemed to be the kind and amount receivable per unit
by a plurality of the Non-Electing  Units). The Partnership shall not be a party
to any Transaction  unless the terms of such Transaction are consistent with the
provisions  of this  subsection  (g),  and it shall not  consent or agree to the
occurrence  of any  Transaction  until  the  Partnership  has  entered  into  an
agreement with the successor or purchasing  entity,  as the case may be, for the
benefit  of the  holders  of the  Series E  Preferred  Units  that will  contain
provisions  enabling holders of Series E Preferred Units that remain outstanding
after such Transaction to convert into the consideration  received by holders of
Common  Units  at the  Conversion  Price  in  effect  immediately  prior to such
Transaction.  The  provisions of this  subsection (g) shall  similarly  apply to
successive Transactions.

     (h) If:

          (i) the  Partnership  shall declare a distribution on the Common Units
     (other than Permitted Common Unit Cash  Distributions)  or there shall be a
     reclassification, subdivision or combination of the Common Units; or

          (ii) the  Partnership  shall grant to the holders of the Common  Units
     rights,  options or warrants to subscribe  for or purchase  Common Units at
     less than Fair Market Value; or

          (iii) the Partnership shall enter into a Transaction; or

          (iv) there  shall  occur the  voluntary  or  involuntary  liquidation,
     dissolution or winding up of the Partnership,

     then the Partnership  shall notify the Company and shall cause to be mailed
     to holders of Series E Preferred  Units at their  addresses as shown on the
     records of the Partnership,  as promptly as possible,  but at least 15 days
     prior to the  applicable  date  hereinafter  specified,  a  notice  stating
     (A) the date on which a record is to be taken for the purpose of


                                       10
<PAGE>

     such distribution or rights, options or warrants, or, if a record is not to
     be taken,  the date as of which the holders of Common Units of record to be
     entitled to such  distribution  or rights,  options or  warrants  are to be
     determined  or (B) the date on which  such  reclassification,  subdivision,
     combination,  Transaction  or  liquidation,  dissolution  or  winding up is
     expected to become effective,  and the date as of which it is expected that
     holders of Common  Units of record  shall be  entitled  to  exchange  their
     Common Units for securities or other  property,  if any,  deliverable  upon
     such   reclassification,    subdivision,    combination,   Transaction   or
     liquidation,  dissolution  or winding up.  Failure to give or receive  such
     notice or any defect  therein  shall not affect the legality or validity of
     the proceedings described in this Section 7.

     (i) In any case in which Section 7(f)  provides  that an  adjustment  shall
become  effective  on the day  following  the  record  date  for an  event,  the
Partnership  may defer  until the  occurrence  of such event (A)  issuing to the
holder of any  Series E Unit  converted  after such  record  date and before the
occurrence  of such  event  the  additional  Common  Units  issuable  upon  such
conversion by reason of the adjustment required by such event over and above the
Common  Units  issuable  upon  such  conversion  before  giving  effect  to such
adjustment  and (B)  fractionalizing  any  Series E Unit  and/or  paying to such
holder any amount of cash in lieu of any fraction pursuant to Section 7(e).

     (j) There shall be no  adjustment  of the  Conversion  Price in case of the
issuance  of any  equity  securities  of the  Partnership  in a  reorganization,
acquisition or other similar  transaction  except as  specifically  set forth in
this Section 7. If any action or  transaction  would  require  adjustment of the
Conversion  Price pursuant to more than one subsection of Section 7(f), only one
adjustment  shall be made, and such adjustment shall be the amount of adjustment
that has the highest absolute value.

     (k) If the  Partnership  shall take any action  affecting the Common Units,
other  than  action  described  in this  Section  7, that in the  opinion of the
General Partner would materially  adversely affect the conversion  rights of the
holders of the Series E Preferred  Units,  the Conversion Price for the Series E
Preferred Units may be adjusted, to the extent permitted by law, in such manner,
if any,  and at such time,  as the  Officers of the  Partnership,  in their sole
discretion, may determine to be equitable in the circumstances.

     (l) The  Partnership  shall at all times reserve and keep  available,  free
from preemptive rights, for the purpose of effecting  conversion of the Series E
Preferred Units, the full number of Common Units deliverable upon the conversion
of all outstanding Series E Preferred Units not theretofore converted.

     (m) The Partnership will pay any and all documentary stamp or similar issue
or transfer taxes payable in respect of the issue or delivery of Common Units or
other  securities  or property  on  conversion  of the Series E Preferred  Units
pursuant hereto;  provided,  however, that the Partnership shall not be required
to pay any tax that may be payable in respect of any  transfer  involved  in the
issue or  delivery  of Common  Units or other  securities  or property in a name
other  than that of the  record  holder of the  Series E  Preferred  Units to be
converted,  and no such  issue or  delivery  shall be made  unless and until the
person  requesting such issue or delivery has paid to the Partnership the amount
of  any  such  tax  or  established,  to  the  reasonable  satisfaction  of  the
Partnership, that such tax has been paid.


                                       11
<PAGE>

     (8) Ownership Limitations.

     The Series E Preferred  Units shall be owned and held solely by the General
Partner.

     (9) General.

     The rights of the General Partner,  in its capacity as holder of the Series
E Preferred  Units, are in addition to and not in limitation on any other rights
or  authority  of  the  General  Partner,  in  any  other  capacity,  under  the
Partnership Agreement. In addition,  nothing contained herein shall be deemed to
limit or otherwise restrict any rights or authority of the General Partner under
the  Partnership  Agreement,  other  than in its  capacity  as the holder of the
Series E Preferred Units.

     (10) Definitions.

     "Business Day" shall mean any day, other than a Saturday or Sunday, that is
neither a legal holiday nor a day on which banking  institutions  in The City of
New York are  authorized or required by law,  regulation  or executive  order to
close.

     "Code" shall mean the Internal Revenue Code of 1986, as amended.

     "Current  Market  Price"  of any  equity  security  of the  Company  or the
Partnership  or any other issuer for any day shall mean the last reported  sales
price,  regular  way, on such day,  or, if no sale takes place on such day,  the
average of the reported  closing bid and asked prices on such day,  regular way,
in either  case as  reported  on the NYSE or, if such  security is not listed or
admitted for trading on the NYSE, on the principal national  securities exchange
on which such  security is listed or  admitted  for trading or, if not listed or
admitted for trading on any national securities exchange, on the Nasdaq National
Market or, if such  security is not quoted on the Nasdaq  National  Market,  the
average of the closing bid and asked prices on such day in the  over-the-counter
market as  reported by Nasdaq or, if bid and asked  prices for such  security on
such day shall not have been reported  through Nasdaq the average of the bid and
asked prices on such day as furnished by any NYSE member firm regularly making a
market in such  security  selected  for such  purpose  by the  General  Partner;
provided  however,  that the Current  Market Price for the Common Units shall be
deemed to be the Current Market Price of the Company's  Common Stock,  par value
$0.01 per share, multiplied by the applicable Conversion Factor.

     "Fair  Market  Value"  shall mean the average of the daily  Current  Market
Prices  per share of the  Company's  Common  Stock  during  the ten  consecutive
Trading Days  selected by the Company  commencing  not more than 20 Trading Days
before,  and ending not later than,  the earlier of the day in question  and the
day before the "ex-date" with respect to the issuance or distribution  requiring
such computation.  The term "ex-date," when used with respect to any issuance or
distribution,  means the first day on which the shares of the  Company's  Common
Stock  trade  regular  way,  without  the  right to  receive  such  issuance  or
distribution, on the exchange or in the market, as the case may be, for purposes
of determining that day's Current Market Price.


                                       12
<PAGE>

     "Market  Price" as to any date  shall  mean the  average  of the last sales
price  reported on the NYSE of the Company's  Common  Stock,  on the ten trading
days immediately preceding the relevant date, or if not then traded on the NYSE,
the average of the last  reported  sales price of the  Company's  Class B Common
Stock  on the ten  trading  days  immediately  preceding  the  relevant  date as
reported on any exchange or quotation  system over which the Common Stock may be
traded,  or if not then traded over any exchange or quotation  system,  then the
market price of the Company's Common Stock on the relevant date as determined in
good faith by the General Partner.

     "Person" shall mean an individual, corporation,  partnership, estate, trust
(including a trust  qualified under Section 401(a) or 501(c)(17) of the Code), a
portion of a trust  permanently set aside for or to be used  exclusively for the
purposes  described  in  Section  642(c)  of  the  Code,  association,   private
foundation within the meaning of Section 509(a) of the Code, joint stock company
or other entity,  and also includes a group as that term is used for purposes of
Section  13(d)(3) of the Securities  Exchange Act of 1934, as amended;  but does
not include an underwriter which participates in a public offering of the Series
E Preferred Units or any interest therein,  provided that such ownership by such
underwriter  would not result in the Partnership being "closely held" within the
meaning of Section 856(h) of the Code.

     "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.

     "Trading  Day" shall mean any day on which the  securities  in question are
traded on the NYSE or, if such securities are not listed or admitted for trading
on the  NYSE,  on the  principal  national  securities  exchange  on which  such
securities  are listed or admitted  or, if not listed or admitted for trading on
any national  securities  exchange,  on the Nasdaq  National  Market or, if such
securities  are not  quoted on the Nasdaq  National  Market,  on the  applicable
securities market in which the securities are traded.


                                       13