EXHIBIT 3.8
SUPPLEMENT TO THE AMENDED AND RESTATED
AGREEMENT OF LIMITED PARTNERSHIP
OF
RECKSON OPERATING PARTNERSHIP, L.P.
ESTABLISHING
SERIES F JUNIOR PARTICIPATING 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 100,000 preferred units of limited partnership
interest of Reckson Operating Partnership, L.P. (the "Partnership") which shall
be designated "Series F Junior Participating Preferred Units" having the rights,
preferences, powers, privileges and restrictions, qualifications and limitations
substantially similar to those granted to or imposed upon the Series C Junior
Participating Preferred Stock, par value $.01 per share ("Series C Preferred
Stock") of Reckson Associates Realty Corp. (the "Company") as set forth in the
Articles Supplementary adopted the Company and filed with the Secretary of State
of the State of Maryland 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 Partnership and American Stock Transfer & Trust Company
("Rights Agent") have entered into a Rights Agreement dated as of January 3,
2000 ("Partnership Rights Agreement");
WHEREAS, concurrently with the entering into of Partnership Rights
Agreement the Partnership shall declare and make a distribution to the holders
of Class A Common Partnership Units of one Right for each Class A Common
Partnership Unit held; and
WHEREAS, pursuant to Section 4.2 of the Partnership Agreement, the
Partnership desires to designate the Series F Junior Participating Preferred
Units with substantially similar designation, preferences and other rights to
the Series C Preferred Stock;
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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:
Section 1. Designation of Series F Junior Participating Preferred
Units.
Pursuant to Section 4.2 of the Partnership Agreement, the Partnership
hereby designates 100,000 additional partnership units which shall be the Series
F Junior Participating Preferred Units. The Series F Junior Participating
Preferred Units will have substantially the same designation, preferences and
other rights of the Series C Preferred Stock, as specified in this amendment and
in Exhibit I hereto.
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 F Preferred Units":
"Series F Preferred Units" means the units of limited partnership
interest designated by the Partnership as of October 13, 2000, in
connection with the designation of the Series C 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.
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IN WITNESS WHEREOF, the parties hereto have executed this Supplement to
the Partnership Agreement as of the 13th day of October, 2000.
GENERAL PARTNER
XXXXXXX 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 F JUNIOR PARTICIPATING
PREFERRED UNIT HOLDER
RECKSON ASSOCIATES REALTY CORP.
By: __________________________
Name:
Title:
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Exhibit I
RECKSON OPERATING PARTNERSHIP, L.P. DESIGNATION OF THE VOTING POWERS,
DESIGNATIONS, PREFERENCES AND RELATIVE, PARTICIPATING AND OTHER SPECIAL RIGHTS
AND QUALIFICATIONS, LIMITATIONS, OR RESTRICTIONS OF THE SERIES F Junior
Participating PREFERRED PARTNERSHIP UNITS.
The following are the terms of the Series F Junior Participating Junior
Participating Preferred Partnership Units established pursuant to this
Amendment:
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SERIES F JUNIOR PARTICIPATING PREFERRED PARTNERSHIP UNITS
1. Designation and Number.
A series of preferred units of the Partnership, designated the "Series
F Junior Participating Preferred Units" (the "Series F Preferred Units") is
hereby established. The number the Series F Preferred Units shall be 100,000.
Such number of units may be increased or decreased at the discretion of the
General Partner; provided, however, that no decrease shall reduce the number of
Series C Preferred Units to a number less than that of the Series F Preferred
Units then outstanding plus the number of Series C Preferred Units issuable upon
exercise of outstanding rights, options or warrants or upon conversion of
outstanding securities issued by the Partnership.
2. Distributions.
(a) The holders of Series F Preferred Units shall be entitled
to receive, when, as and if declared by the General Partner out of funds legally
available for the purpose, quarterly distributions payable in cash January 31,
April 30, July 31 and October 31 in each year (each such date being referred to
herein as a "Quarterly Distribution Payment Date"), commencing on the first
Quarterly Distribution Payment Date after the first issuance (the "First
Issuance") of a unit or fraction of a unit of Series F Preferred Units, in an
amount per unit (rounded to the nearest cent) equal to the greater of (i) $10.00
and (ii) 1,000 times the aggregate per unit amount of all cash distributions and
1,000 times the aggregate per unit amount (payable in kind) of all non-cash
distributions, other than a distribution payable in Class A Common Partnership
Units or by way of a subdivision of the outstanding Class A Common Partnership
Units, declared on the Class A Common Partnership Units, since the immediately
preceding Quarterly Distribution Payment Date, or, with respect to the first
Quarterly Distribution Payment Date, since the first issuance of any unit or
fraction of a unit of Series F Preferred Units. In the event the Partnership
shall at any time after the First Issuance declare or pay any distribution on
the Class A Common Partnership Units payable in Class A Common Partnership
Units, or effect a subdivision or combination or consolidation of the
outstanding Class A Common Partnership Units (by reclassification or otherwise
than by payment of a distribution of Class A Common Partnership Units) into a
greater or lesser number of Class A Common Partnership Units, then in each such
case the amount to which holders of Series F Preferred Units were entitled
immediately prior to such event under the preceding sentence shall be adjusted
by multiplying such amount by a fraction, the numerator of which is the number
of Class A Common Partnership Units outstanding immediately after such event and
the denominator of which is the number of Class A Common Partnership Units that
were outstanding immediately prior to such event.
(b) On or after the First Issuance, no distribution on Class A
Common Partnership Units shall be declared unless concurrently therewith a
distribution is declared on the Series F Preferred Units as provided in
paragraph (a) above; and the declaration of any such distribution on the Class A
Common Partnership Units shall be
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expressly conditioned upon payment or declaration of and provision for a
distribution on the Series F Preferred Units as above provided. In the event no
distribution shall have been declared on the Class A Common Partnership Units
during the period between any Quarterly Distribution Payment Date and the next
subsequent Quarterly Distribution Payment Date, a distribution of $10.00 per
unit on the Series F Preferred Units shall nevertheless be payable on such
subsequent Quarterly Distribution Payment Date.
(c) Whenever quarterly distributions or other distributions
payable on the Series F Preferred Units as provided in paragraph (a) above are
in arrears, thereafter and until all accrued and unpaid distributions, whether
or not declared, on Series F Preferred Units outstanding shall have been paid in
full, the Partnership shall not redeem or purchase or otherwise acquire for
consideration units of any ranking junior (either as to distribution or upon
liquidation, dissolution or winding up) to the Series F Preferred Units,
provided that the Partnership may at any time redeem, purchase or otherwise
acquire units of any such junior units in exchange for any units of the
Partnership ranking junior (as to distributions and upon dissolution,
liquidation or winding up) to the Series F Preferred Units.
(d) Distributions shall begin to accrue and be cumulative on
outstanding Series F Preferred Units from the Quarterly Distribution Payment
Date next preceding the date of issue of such Series F Preferred Units, unless
the date of issue of such units is prior to the record date for the first
Quarterly Distribution Payment Date, in which case distributions on such units
shall begin to accrue from the date of issue of such units, or unless the date
of issue is a Quarterly Distribution Payment Date or is a date after the record
date for the determination of holders of Series F Preferred Units entitled to
receive a quarterly distribution and before such Quarterly Distribution Payment
Date, in either of which events such distributions shall begin to accrue and be
cumulative from such Quarterly Distribution Payment Date. Accrued but unpaid
distributions shall not bear interest. The General Partner may fix a record date
for the determination of holders of Series F Preferred Units entitled to receive
payment of a distribution declared thereon, which record date shall be no more
than 30 days prior to the date fixed for the payment thereof.
3. Dissolution, Liquidation and Winding Up.
In the event of any voluntary or involuntary dissolution, liquidation
or winding up of the affairs of the Partnership (hereinafter referred to as a
"Liquidation"), the holders of Series F Preferred Units shall be entitled to
receive the greater of (a) $10.00 per unit, plus an amount equal to accrued and
unpaid distributions thereon, whether or not declared, to the date of such
payment and (b) the aggregate amount per unit equal to 1,000 times the aggregate
amount to be distributed per unit to holders of Class A Common Partnership
Units. In the event the Partnership shall at any time after the First Issuance
declare or pay any distribution on the Class A Common Partnership Units payable
in Class A Common Partnership Units, or effect a subdivision or combination or
consolidation of the
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outstanding Class A Common Partnership Units (by reclassification or otherwise
than by way of distribution in Class A Common Partnership Units) into a greater
or lesser number of Class A Common Partnership Units, then in each such case the
aggregate amount to which holders of Series F Preferred Units were entitled
immediately prior to such event under the preceding sentence shall be adjusted
by multiplying such amount by a fraction the numerator of which is the number of
Class A Common Partnership Units outstanding immediately after such event and
the denominator of which is the number of Class A Common Partnership Units that
were outstanding immediately prior to such event.
4. Voting Rights.
The holders of Series F Preferred Units shall have the following voting
rights:
(a) Each Series F Preferred Unit shall entitle the holder
thereof to one thousand (1,000) votes on all matters submitted to a vote of the
unitholders of the Partnership. In the event the Partnership shall at any time
after the First Issuance declare or pay any distribution on the Class A Common
Partnership Units payable in Class A Common Partnership Units, or effect a
subdivision or combination or consolidation of the outstanding units of Class A
Common Partnership Units (by reclassification or otherwise than by payment of a
distribution in Class A Common Partnership Units) into a greater or lesser
number of units of Class A Common Partnership Units, then in each such case the
aggregate number of votes to which holders of Series F Preferred Units were
entitled immediately prior to such event under the preceding sentence shall be
adjusted by multiplying such number by a fraction the numerator of which is the
number of Class A Common Partnership Units outstanding immediately after such
event and the denominator of which is the number of Class A Common Partnership
Units that were outstanding immediately prior to such event.
(b) Except as otherwise provided herein, or by law or the
Partnership Agreement, the holders of Series F Preferred Units and the holders
of Class A Common Partnership Units shall vote together as one class on all
matters submitted to a vote of unitholders of the Partnership.
(c) Except as otherwise set forth herein or required by law or
the Partnership Agreement, holders of Series F Preferred Units shall have no
special voting rights and their consent shall not be required (except to the
extent they are entitled to vote with holders of Class A Common Partnership
Units as set forth herein) for the taking of any partnership action. No consent
of the holders of outstanding Series F Preferred Units at any time outstanding
shall be required in order to permit the General Partner to: (i) increase the
number of authorized Series F Preferred Units or to decrease such number to a
number not below the sum of the number of Series F Preferred Units then
outstanding and the number of units with respect to which there are outstanding
rights to purchase; or (ii) issue preferred partnership units which are senior
to the Series F Preferred Units, junior to the Series F Preferred Units or on a
parity with the Series F Preferred Units.
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5. Consolidation, Merger, etc.
In case the Partnership shall enter into any consolidation, merger,
combination or other transaction in which the Class A Common Partnership Units
are exchanged for or changed into other securities, cash and/or any other
property, then in any such case each Series F Preferred Unit shall at the same
time be similarly exchanged or changed into an amount per unit, subject to the
provision for adjustment hereinafter set forth, equal to 1,000 times the
aggregate amount of securities, cash and/or any other property (payable in
kind), as the case may be, into which or for which each Class A Common
Partnership Unit is changed or exchanged. In the event the Partnership shall at
any time after the First Issuance declare or pay any distribution on the Class A
Common Partnership Units payable in Class A Common Partnership Units, or effect
a subdivision or combination or consolidation of the outstanding Class A Common
Partnership Units (by reclassification or otherwise than by payment of a
distribution in Class A Common Partnership Unit) into a greater or lesser number
of Class A Common Partnership Units, then in each such case the amount set forth
in the preceding sentence with respect to the exchange or change of Series F
Preferred Units shall be adjusted by multiplying such amount by a fraction, the
numerator of which is the number of Class A Common Partnership Units outstanding
immediately after such event and the denominator of which is the number of Class
A Common Partnership Units that were outstanding immediately prior to such
event.
6. Redemption.
The Series F Preferred Units shall not be redeemable.
7. Conversion Rights.
The Series F Preferred Units are not convertible into Class A Common
Partnership Units or any other security of the Partnership.
8. Ranking.
The Series F Preferred Units shall rank junior to all other classes and
series of the Partnership's Preferred Partnership Units as to payment of
distributions and the distribution of assets, unless the terms of any such
series shall provide otherwise.
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