EXHIBIT 10.6
                         RECKSON ASSOCIATES REALTY CORP.
                     SUPPLEMENT TO THE AMENDED AND RESTATED
                        AGREEMENT OF LIMITED PARTNERSHIP
                                       OF
                       RECKSON OPERATING PARTNERSHIP, L.P.
                                  ESTABLISHING
                              SERIES B COMMON 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,  and  June  30,  1998  (the  "Partnership
Agreement"),  the  Partnership  Agreement is hereby  supplemented to establish a
class of  11,694,567  common  units of limited  partnership  interest of Reckson
Operating Partnership, L.P. (the "Partnership") which shall be designated "Class
B  Common  Units"  having  the  rights,  preferences,   powers,  privileges  and
restrictions,  qualifications  and  limitations  granted to or imposed  upon the
Class B Exchangeable Common Stock issued by Reckson Associates Realty Corp. (the
"Company" or "Corporation")  (the "Class B Common 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,   Metropolitan   Partners  LLC
("Metropolitan")  and Tower  Realty  Trust,  Inc.  ("Tower")  executed  a merger
agreement  on  December  8, 1998,  pursuant  to which  Tower will be merged into
Metropolitan;

     WHEREAS,  on this date the Company is issuing  11,694,567 shares of Class B
Exchangeable Common Stock pursuant to the Articles Supplementary of the Company,
as filed with the Maryland State  Department of  Assessments  and Taxation on or
about May 24, 1999 (the "Articles Supplementary"); 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
Exchangeable Common 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 Class B Common Units

     Pursuant  to Section  4.2 of the  Partnership  Agreement,  the  Partnership
hereby issues 11,694,567  additional  Partnership Interests (the "Class B Common
Units") to the  Company.  The Class B Common Units will have  substantially  the
same  designations,  preferences  and other  rights of the Class B  Exchangeable
Common Stock, as specified in this amendment and in Exhibit I. In  consideration
for the  issuance  of the Class B Common  Units,  the Company has made a Capital
Contribution  to the  Partnership  in an  equal  amount  of  shares  of  Class B
Exchangeable Common 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 "Class B Common Units":

     "Class B Common  Units"  means the units of  limited  partnership  interest
issued to the Company on May 24, 1999,  in  connection  with the issuance of the
Class B Exchangeable Common Stock by the Company.

     "Common Units" means the units of limited  partnership  interest  issued to
the Company other than the Class B Common Units,  the Series A Preferred  Units,
the  Series B  Preferred  Units,  the  Series C  Preferred  Units,  the Series D
Preferred  Units or any other  series of units of limited  partnership  interest
issued in the future and designated as preferred or otherwise different from the
Common   Units  with  respect  to  the  payment  of   distributions,   including
distributions upon liquidation.

     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 24th day of May, 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:


                           Class B Common 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 CLASS B COMMON PARTNERSHIP UNITS

     The  following  are the  terms  of the  Class B  Common  Partnership  Units
established pursuant to this Amendment:

     (A) Number.  The maximum  number of authorized  Class B Common  Partnership
Units (the "Class B Common Units") shall be 11,694,567.

     (B) Distributions.

     (1) For any quarterly period,  the holder of the Class B Common 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 Class B Dividend  Amount.  Distributions  on the
Class B Common Units,  if authorized,  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"). Distributions will be payable to the holder of the
Class B Common  Units with respect to the Class B Common 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").

     (2) No distributions on the Class B Common 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.

     (3) Distributions on the Class B Common Units will be noncumulative. If the
General  Partner does not authorize a  distribution  on the Class B Common Units
payable  on any  Distribution  Payment  Date  while any  Class B Common  Unit is
outstanding,  then the holder of the Class B Common  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 Class B Common Units.

     (4) 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
quarterly period unless for each Class B Common Unit outstanding, a distribution
equal to the Class B Dividend  Amount


<PAGE>

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  holder  of the  Class  B  Common  Units  for the  then  current
distribution period.

     (5)  Subject to the rights and  preferences  of other  classes or series of
units, the Partnership, at its election, may authorize and pay a distribution to
the holder of Class B Common Units in excess of the Class B Dividend Amount.

     (6) Class B Common  Units shall not  entitle the holder  thereof to receive
any distribution made in respect of Common Units.

     (C) Liquidation.

     Upon any voluntary or involuntary liquidation, dissolution or winding up of
the affairs of the  Partnership  (referred  to herein as a  "liquidation"),  the
holder of the Class B Common Units will have no liquidation preference, but will
be  entitled  to  share  ratably  (treating  each  Class  B  Common  Unit as the
equivalent  of that number of Common Units into which it may then be  exchanged)
in any distribution or payment made to holders of Common Units.

     (D) Redemption.

     Class B Common Units will not be redeemable;  provided,  however,  that the
foregoing shall not prohibit the Partnership  from  repurchasing  Class B Common
Units from the holder  thereof if and to the extent such  holder  agrees to sell
such Units.

     (E) Voting Rights.

     The  holder  of Class B Common  Units  shall  have the right to vote on all
matters  submitted to a vote of the holders of Common Units; the holder of Class
B Common Units and Common Units shall vote  together as a single  class.  In any
such vote, the holder of Class B Common Units shall be entitled to one vote with
respect to each Class B Common Unit.

     (F) Exchange at Holder's Election.

     (1) Class B Common Units will be exchangeable at any time, at the option of
the holder  thereof,  into Common Units at a rate of one Common Unit per Class B
Common Unit,  subject to adjustment as described  below (the  "Exchange  Rate");
provided,  however,  that the right of the  holder to  exchange a Class B Common
Unit for which the  Partnership has mailed an Exchange Notice (as defined below)
will  terminate at the close of business on the fifth  Business Day prior to the
Exchange Date (as defined below).

     (2) To exercise  the  exchange  right,  the holder of Class B Common  Units
shall  provide  written  notice to the  Partnership  that such holder  elects to
exchange such Class B Common Units.

     (3) Each exchange  consummated pursuant to this Section (F) 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)


                                       2
<PAGE>

received by the  Partnership  as aforesaid,  and such  exchange  shall be at the
Exchange Rate in effect at such time and on such date.


     (4) The holder of Class B Common  Units  shall be  entitled  to receive and
retain the  distribution  payable on such units held on a  Distribution  Payment
Record Date on the corresponding  Distribution  Payment Date notwithstanding the
exchange of such units following such Distribution Payment Record Date and on or
prior  to  such  Distribution  Payment  Date.  Except  as  provided  above,  the
Partnership  shall make no  payment or  allowance  for unpaid  distributions  on
exchanged  units or for  distribution  on the Common  Units that are issued upon
such exchange.

     (G) Exchange at Partnership's Option.

     (1) The Class B Common Units shall not be  exchangeable  by the Partnership
prior to the end of the 54-month  period  commencing with the Class B Issue Date
(as defined  below).  Subject to Section  (J),  each Class B Common Unit will be
exchangeable  at any time after the  fifty-four  (54) month  period  immediately
following the Class B Issue Date, at the option of the Partnership,  into Common
Units at the Exchange Rate, plus the amounts indicated in Section (G)(5).

     (2) At least 30 days,  but no more than 60 days,  prior to a date fixed for
exchange  of some or all of the Class B Common  Units (the  "Exchange  Date") in
accordance with this Section (G),  written notice (the "Exchange  Notice") shall
be given to the holder of the Class B Common Units; provided,  however,  neither
failure to give such notice nor any deficiency therein shall affect the validity
of the  procedure  for the exchange of any Class B Common Unit to be  exchanged.
The Exchange Notice shall include the following information:

     (i) the Exchange Rate;

     (ii) the number of Class B Common Units to be exchanged;

     (iii) the Exchange Date;

     (iv) that the holder's  right to elect to exchange  such  holder's  Class B
Common Units for Common Units will  terminate on the fifth Business Day prior to
the Exchange Date; and

     (v) that dividends on the Class B Common Units to be exchanged  shall cease
on the  Exchange  Date unless the  Partnership  defaults in the  issuance of the
Common Units issuable upon exchange of such Class B Common Units.

     (3) On or after the Exchange Date,  unless the Partnership  defaults in the
issuance  of the  Common  Units as  described  above and except as  provided  in
Section (G)(5),  (i) all distributions on any Class B Common Units so called for
exchange  shall cease on the Exchange Date, and all rights of the holder of such
Class B Common  Units as a holder of such Class B Common  Units shall  terminate
with respect  thereto on the Exchange Date,  other than the right to receive the
Common Units issuable upon exchange thereof, and (ii) such units shall no longer
be deemed  outstanding  for any purpose  whatsoever.  Until Class B Common Units
called



                                       3
<PAGE>

for exchange are surrendered in the manner described in the Exchange Notice,  no
Common Units will be issued in respect  thereof.  No  provision  will be made in
respect of  distributions  payable on such Common  Units  prior to the  Exchange
Date.

     (4) If the Exchange Date falls after a Distribution Payment Record Date and
on or prior to the corresponding  Distribution  Payment Date, then the holder of
Class B Common Units shall be entitled to the distribution  payable with respect
to Class B Common  Units held on the  Distribution  Payment  Record  Date on the
corresponding  Distribution  Payment Date  notwithstanding  the exchange of such
units prior to such Distribution Payment Date.

     (H) No Fractional Units.

     No fractional  Common Units shall be issued upon exchange of Class B Common
Units.  The  Partnership  will pay to the holder of the Class B Common Units (i)
such number of Common Units as provided for herein less the whole number  Common
Units that is the quotient of the amount of cash payable in accordance with (ii)
below  divided by the Exchange  Consideration  Amount and (ii) an amount of cash
equal to the cash payable by the General  Partner as a result of the exchange by
the General Partner of its Class B Common Stock,  $0.01 per share, for shares of
Common Stock.

     (I) Exchange Rate Adjustments.

     (1) The Exchange Rate shall be adjusted from time to time as follows:

     (i) If the  Partnership  shall after the date on which Class B Common Units
are first  issued (the "Class B Issue Date") (A) pay or make a  distribution  to
holders  of  Common  Units  in the  form of  Common  Units,  (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   (other  than  any
reclassification  by way of merger or binding unit  exchange  that is subject to
Section (I)(2)),  then the Exchange Rate 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 Class
B Common Unit  thereafter  surrendered for exchange shall be entitled to receive
the   number  of  Common   Units  and   other   equity   securities   issued  by
reclassification  of Common  Units that the holder would have owned or have been
entitled to receive after the happening of any of the events described above had
such units been exchanged  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  subparagraph  (i) shall
become effective  immediately after the opening of business on the day following
such  record  date  (except  as  provided  in  Section  (I)(4)) 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 Class B Issue Date  rights,
options or warrants to all holders of Common Units  entitling them (for a period
expiring within 45 days after the record date for  determination  of unitholders
entitled to receive such rights,


                                       4
<PAGE>

options or warrants) 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
Exchange  Rate in effect at the opening of business  on the day  following  such
record date shall be adjusted to equal the amount  determined by multiplying (I)
the Exchange Rate in effect  immediately prior to the opening of business on the
day following the record date fixed 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  fixed  for  such
determination  and (B)  the  number  of  additional  Common  Units  offered  for
subscription  or purchase  pursuant to such rights,  options or warrants 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  fixed  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.  Such  adjustment  shall become
effective  immediately  after the opening of business on the day following  such
record date (except as provided in Section (I)(4)).  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,  with 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
evidence of its indebtedness or assets  (excluding cash  distributions and those
rights,  options and warrants referred to in and treated under subparagraph (ii)
above),  then the  Exchange  Rate shall be  adjusted  so that it shall equal the
amount  determined by  multiplying  (I) the Exchange Rate in effect  immediately
prior to the close of business on the record date fixed 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  and the  denominator  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 Common
Unit.  Such  adjustment  shall become  effective  immediately  at the opening of
business on the day  following  such record date  (except as provided in Section
(I)(4)). For the purposes of this subparagraph (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 fixed for the determination of
unitholders  entitled to such  distribution,  but also are distributed with each
Common  Unit  delivered  to the  holder of the Class B Common  Units at any time
after such record date in respect of any Class B Common Units  exchanged by such
holder,  shall not require an  adjustment  of the Exchange Rate pursuant to this
subparagraph  (iii),  provided  that on the date,  if any,  on which such holder
would no longer be  entitled  to receive in  respect of such  exchanged  Class B
Common Units 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  Exchange  Rate  shall  be  adjusted  as  provided  in  this
subparagraph  (iii) (and such day shall be deemed to be "the  record  date fixed
for the


                                       5
<PAGE>

determination of the unitholders  entitled to receive such distribution" and the
"record date" within the meaning of the two preceding sentences).

     (iv)  The  Exchange  Rate  may be  further  adjusted  from  time to time as
described in this subparagraph (iv); provided,  however,  that the Exchange Rate
as so adjusted  shall only be applicable in the event that the exchange of Class
B Common  Units is effected  pursuant  to Section (F) and then,  only to Class B
Common Units  surrendered  for exchange in accordance  with Section (F); and all
adjustments  described in this  subparagraph  (iv) shall be  disregarded  in the
event of any  exchange  pursuant  to Section  (G).  If during any quarter of any
Class B Year,  the total  distributions  paid on a Class B Common  Unit for such
quarter and the  immediately  prior quarter is less than the sum of (x) 1/4th of
the Unadjusted  Class B Dividend  Amount  applicable to the current quarter plus
(y)  1/4th  of  the  Unadjusted  Class  B  Dividend  Amount  applicable  to  the
immediately prior quarter, then the Exchange Rate thereafter shall be subject to
adjustment as follows.  If at the time the exchange option is exercised pursuant
to Section (F):

          (a) the  Exchange  Consideration  Amount is equal to or  greater  than
     $27.50, then no additional adjustment is required;

          (b) the Exchange  Consideration  Amount is less than $27.50, but equal
     to or greater than $22.00, then the Exchange Rate will be multiplied by the
     quotient of (I) $27.50 divided by (II) the Exchange Consideration Amount;

          (c) the Exchange  Consideration  Amount is less than $22.00,  then the
     Exchange Rate will be multiplied by 1.25.

     (v) No  adjustment  in the  Exchange  Rate shall be required  other than by
reason of Section  (I)(1)(iv)  unless such adjustment would require a cumulative
increase or decrease of at least 1% in the  Exchange  Rate;  provided,  however,
that any adjustments that by reason of this subparagraph (v) 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 (I) (other
than this subparagraph (v)) 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 (I), the Partnership
shall  not be  required  to make any  adjustment  of the  Exchange  Rate 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  (I) 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 (1)
to the contrary  notwithstanding,  the  Partnership  shall be  entitled,  to the
extent  permitted  by law,  to make such  increases  in the  Exchange  Rate,  in
addition to those required by this subsection (1), 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.


                                       6
<PAGE>

     (2)  Except  as  otherwise  provided  for  in  Section  (I)(1)(i),  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, sale or transfer of all or substantially
all of the Partnership's  assets or  recapitalization of the Common Units) (each
of the foregoing being referred to herein as a "Transaction"), 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),
the Partnership (or its successor in such  Transaction)  shall make  appropriate
provision so that each Class B Common Unit, if not  converted  into the right to
receive  units,  stock,  securities or other  property in  connection  with such
Transaction in accordance with the third to last sentence of this subsection (2)
shall  thereafter  be  exchangeable  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 Class B Common Unit was  convertible  immediately
prior to such  Transaction,  assuming  such holder of Common  Units (i) is not a
Person (as defined below) 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 of units, stock, securities
and other property  (including cash or any combination  thereof) receivable upon
such  Transaction by each  Non-Electing  Unit shall be deemed to be the kind and
amount so receivable  per unit by a plurality of the  Non-Electing  Units).  The
Partnership  shall not be a party to any Transaction in which any Class B Common
Unit is converted  into the right to receive units,  stock,  securities or other
property (including cash or any combination thereof) with an aggregate value (as
determined by the General Partner in good faith,  whose  determination  shall be
conclusive)  less than that  receivable by the number of Common Units into which
Class B Common Units were  exchangeable  immediately  prior to such Transaction.
The Partnership shall not be a party to any Transaction unless the terms of such
Transaction  are consistent  with the provisions of this  subsection (2), 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 holder of the Class B Common
Units that will contain  provisions  enabling the holder of Class B Common Units
that remain  outstanding  after such  Transaction to exchange its Class B Common
Units into the consideration received by holders of Common Units at the Exchange
Rate in effect  immediately  prior to such  Transaction.  The provisions of this
subsection (2) shall similarly apply to successive Transactions.

     (3) If:

     (i) the Partnership shall declare a distribution on the Common Units (other
than cash  distributions  which do not  constitute  extraordinary  dividends) or
there shall be a  reclassification,  subdivision  or  combination  of the Common
Units; or


                                       7
<PAGE>

     (ii) the  Partnership  shall  grant to the  holders of the Common  Units of
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;

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

     (v) there  shall occur the  circumstances  described  in clause  (1)(iv) of
Section (I) that would cause the Exchange Rate to be adjusted,

then the  Partnership  shall notify the holder of the Class B Common  Units,  as
promptly  as  possible,  but at  least  15 days  prior  to the  applicable  date
hereinafter  specified, a notice stating (i) the date on which a record is to be
taken for the purpose of 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 (ii) 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 (I).

     (4) In any case in which Section (I)(1)  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 (i)  issuing to the
holder of any Class B Common  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 (ii)  fractionalizing  any Class B Common Units and/or paying to
such holder any amount of cash in lieu of any fraction pursuant to Section (H).

     (5)  There  shall  be no  adjustment  of the  Exchange  Rate 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 (I). If any action or transaction  would require  adjustment of the
Exchange Rate pursuant to more than one subsection of Section  (I)(1),  only one
adjustment  shall be made, and such adjustment shall be the amount of adjustment
that has the highest absolute value.

     (6) If the  Partnership  shall take any action  affecting the Common Units,
other than action  described  in this  Section  (I),  that in the opinion of the
General  Partner would  materially  adversely  affect the exchange rights of the
holder of the Class B Common  Units,  the  Exchange  Rate for the Class B Common
Units shall be adjusted, to the extent permitted by law, in such manner, if any,
and at such time,  as the  Officers  of the  General  Partner,  on behalf of the


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Operating Partnership,  in their sole discretion,  may determine to be equitable
in the circumstances.

     (7) The  Partnership  shall at all times reserve and keep  available,  free
from preemptive rights, for the purpose of effecting any exchange of the Class B
Common Units,  the full number of Common Units  deliverable upon the exchange of
all outstanding Class B Common Units not theretofore exchanged.

     (8) The  Partnership  shall 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 exchange of the Class B Common  Units
pursuant hereto.

     (J) Ownership Limitations.

     The  Class B Common  Units  shall be owned and held  solely by the  General
Partner.

     (K) General.

     The rights of the General Partner, in its capacity as holder of the Class B
Common  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 Class B
Common Units.

     (L) 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.

     "Class B Dividend  Amount" shall have the same meaning as "Class B Dividend
Amount" in the Articles Supplementary.

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

     "Current  Market  Price"  of any  equity  security  of the  Company  or the
Operating  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
Operating Partnership's Chief Executive Officer or the General Partner; provided
however, that the Current Market Price for the Common Units


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<PAGE>

shall be deemed to be the Current  Market Price of the  Company's  Common Stock,
par value $0.01 per share, multiplied by the Exchange Rate.

     "Exchange  Consideration  Amount" shall mean, on any date of determination,
the product of (a) the Market Price of a Common Unit on such date  multiplied by
(b) the Exchange  Rate on such date,  without  giving  effect to the  adjustment
described in Section (I)(1)(iv).

     "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.

     "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 Class
B Common Units or any interest  therein,  provided  that such  ownership by such
underwriter  would not result in the Operating  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  Operating  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
Operating 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


                                       10
<PAGE>

such securities are not quoted on the Nasdaq National Market,  on the applicable
securities market in which the securities are traded.





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