8-K

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549

————

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of Earliest Event Reported): November 30, 2006

Reckson Associates Realty Corp.

and

Reckson Operating Partnership, L.P.

(Exact Name of Registrant as Specified in its Charter) 

Reckson Associates Realty Corp. –		Reckson Associates Realty Corp. –
Maryland		11-3233650
Reckson Operating Partnership, L.P. –		Reckson Operating Partnership, L.P. –
Delaware	1-13762	11-3233647
(State or other jurisdiction of	(Commission File	(IRS Employer Identification
incorporation)	Number)	Number)

625 Reckson Plaza
Uniondale, New York 11556
(Address of principal executive offices)

          516-506-6000         

(Registrant's telephone number, including area code) 

Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
[x]	Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[ ]	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
[ ]	Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ]	Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))

Item 8.01   Other Events.

     On November 30, 2006, Reckson Associates Realty Corp. (“Reckson”) sent a letter to Rome Acquisition Limited Partnership (“Rome”). A copy of the letter is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

     Subsequent to Rome’s receipt of the letter, Rome sent to Reckson a letter stating that Mack-Cali Realty, L.P. (“Mack-Cali”) was a partner of Rome and documents supporting that fact. Based on the letter and the supporting documents, Reckson’s board of directors determined that Mack-Cali was entitled to receive nonpublic information concerning Reckson and to enter into discussions with Reckson pursuant to the pending merger agreement with SL Green. A copy of the letter is attached hereto as Exhibit 99.2 and is incorporated herein by reference.  A copy of the amendment to the agreement of limited partnership of Rome is attached hereto as Exhibit 99.3.

Item 9.01	Financial Statements and Exhibits
Exhibit No.	Description
99.1	Letter to Rome Acquisition Limited Partnership, dated
	November 30, 2006, from Reckson Associates Realty Corp.
99.2	Letter to Reckson Associates Realty Corp., dated November
	30, 2006, Rome Acquisition Limited Partnership
99.3	Amendment to Agreement of Limited Partnership of Rome
	Acquisition Limited Partnership, dated as of November 30, 2006,
	by and between WH Rome Partners LLC, Meadow Star
	LLC and Mack-Cali Realty, L.P.

SIGNATURE

     Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunder duly authorized.

RECKSON ASSOCIATES REALTY
CORP.
By: /s/ Michael Maturo
Name:	Michael Maturo
Title:	President, Chief Financial
	Officer and Treasurer
RECKSON OPERATING
PARTNERSHIP, L.P.
By: Reckson Associates Realty Corp., its
General Partner
By: /s/ Michael Maturo
Name:	Michael Maturo
Title:	President, Chief Financial
	Officer and Treasurer

Date: November 30, 2006

	EXHIBIT INDEX
Exhibit	Description
Number
99.1	Letter to Rome Acquisition Limited Partnership, dated
	November 30, 2006, from Reckson Associates Realty Corp.
99.2	Letter to Reckson Associates Realty Corp., dated November
	30, 2006, Rome Acquisition Limited Partnership
99.3	Amendment to Agreement of Limited Partnership of Rome
	Acquisition Limited Partnership, dated as of November 30,
	2006, by and between WH Rome Partners LLC, Meadow Star
	LLC and Mack-Cali Realty, L.P.

EX-99.1

Exhibit 99.1

Reckson Associates Realty Corp.
625 Reckson Plaza
Uniondale, New York 11556

November 30, 2006

Rome Acquisition Limited Partnership
c/o Willkie Farr & Gallagher, LLP
The Equitable Center
787 Seventh Avenue
New York, New York 10019

Attention:	Carl C. Icahn
	Harry Macklowe

Dear Carl and Harry:

     I write again, on behalf of the Board of Directors of Reckson, to express our growing concerns and frustration with the continuing lack of clarity regarding your proposal to acquire Reckson.

     As you know, on November 16, 2006 our advisors met with you and your advisors and among other things requested details as to how you were proposing to finance your proposal. Since then we have reiterated this request daily. We have yet to receive any meaningful response beyond your general assurances that all requisite financing will be obtainable. Similarly, we have not received responses from you or your advisors regarding our legal and other structural questions regarding your proposal.

     While we understand that “Rome wasn’t built in a day,” the present situation is becoming untenable. Tomorrow will be 10 business days since we signed a confidentiality agreement and provided you with access to detailed diligence information. While you have given us assurances that your proposal is bona fide, you have yet to provide us with the tangible evidence we have requested.

     We are also concerned by the lack of clarity as to the equity financing for your bid. On November 16, 2006, you stated several times that you were personally financing the necessary equity of your bid, and that you did not need and were not seeking additional partners. This was also consistent with the confidentiality agreement you’d signed. We then received the attached e-mail at 9:23 pm in the evening on Tuesday November 28 stating that Mack Cali was part of the person making the proposal with respect to Reckson and that they would be filing a Schedule 13D reflecting this fact. Our counsel immediately contacted me and I convened a meeting of the Reckson board within the first 2 business hours after receipt of the e-mail. Prior to this board meeting our counsel reviewed with your counsel the text of the attached letter and your counsel concurred that the letter accurately reflected the basis on which the request for access to confidential inf ormation was being made. Immediately after the board meeting, Reckson

offered to provide Mack Cali as part of the Rome partnership with information subject to receiving the signed letter which had been previously approved by your counsel and was subsequently approved by counsel for Mack Cali. Throughout the day yesterday, we'd been told many times that the letter was accurate, and specifically that Mack Cali would be funding $300 million or more into Rome in connection with your bid. We’d also been told repeatedly that the letter would be signed “imminently”. We still have not received a signature. If this letter is no longer accurate please let us know as it is the basis on which our board acted. Either way please also confirm that this matter regarding the participation of Mack-Cali will not delay the timetable you have previously sent to us and that by tomorrow and into this weekend you will be finalizing your proposal and presenting formal binding terms for us to consider.

     We have responded promptly to each and every request you have made for information; unfortunately this responsiveness has not been reciprocated. The time has now come for you to let us and our shareholders know whether or not you are still at $49 per share and what the full terms and conditions are of that $49 proposal. We need to immediately see binding financial commitments from bona fide lending institutions that would enable you to do so and to receive satisfactory answers to the legal and structural questions we have raised.

Reckson Associates Realty Corp.
625 Reckson Plaza
Uniondale, New York 11556

November 29, 2006

Rome Acquisition Limited Partnership
c/o Steve Seidman
Willkie Farr & Gallagher, LLP
The Equitable Center
787 Seventh Avenue
New York, New York 10019

Dear Steve:

     I am writing on behalf of the Board of Directors of Reckson to confirm that they have determined to grant your request to furnish certain non-public information regarding Reckson to Mack-Cali Realty Corp. as a partner of Rome Acquisition Limited Partnership and accordingly part of the “Person” making a proposal to acquire Reckson at $49 per share. The Board has made this determination in reliance on the representations that you have made to us, including the representation that Mack-Cali is a bona fide member of Rome Acquisition Limited Partnership and that Rome is making a proposal to acquire Reckson at $49 per share and on the terms you have previously outlined to us and in the time frame you have discussed, as well as the representation that Mack-Cali is providing an additional $300 million or more of equity to Rome to increase the equity of Rome to $1.5 billion or more and the representation that you continue to anticipate satisfactor ily completing your due diligence on the time frame you have previously outlined to us. Our grant of your request is conditioned on Mack-Cali agreeing to be bound by the Rome confidentiality agreement through the execution of a counterpart signature thereto and Mack-Cali agreeing to file promptly a Schedule 13-D consistent with and reflecting the foregoing. Reckson retains the right pursuant to the terms of the confidentiality agreement to determine the information it makes available to Mack-Cali and the terms on which it does so.

Rome Acquisition Limited Partnership and Mack-Cali Realty Corp. hereby confirm the above representations and Mack-Cali Realty Corp. agrees to promptly file a Schedule 13-D consistent with and reflecting the foregoing.

Rome Acquisition Limited Partnership 

                   By: WH Rome Partners LLC 

                                       as General Partner 

                   By: WH Rome Inc. 

                              its Managing Member    

                   __________________________

                   __________________________

Mack-Cali Realty Corp.

______________________

E-mail received at 9:23pm

On behalf of Rome Acquisition Limited Partnership (“Rome”), a partnership formed between WH Rome Partners LLC, Harry and William S. Macklowe’s entity, and Meadow Star LLC, an entity indirectly wholly-owned by American Real Estate Partners LP, which is 90% owned by Carl C. Icahn, we are pleased to inform you that Mack-Cali Realty, L.P., a wholly owned subsidiary of Mack-Cali Realty Corporation (“Mack-Cali”), has agreed to become a partner of Rome and, upon finalization of an amendment to the limited partnership agreement, has agreed to contribute at least an additional $300 million. We anticipate filing a Schedule 13D tomorrow on behalf of our group and including the amendment to the partnership agreement.

We hereby request that Mack-Cali be granted access to Reckson Associates Realty Corp.’s due diligence materials. In connection with being given such access, Mack-Cali will execute an appropriate confidentiality agreement with respect to any proprietary information it may receive from Reckson. As stated in our November 26th letter, we continue to look forward to submitting a definitive, binding proposal, in the form of an executed definitive acquisition agreement along with binding commitments from our lenders, by no later than Monday, December 4, 2006.

EX-99.2

                                                                                                                                                                           Exhibit 99.2

ROME ACQUISITION LIMITED PARTNERSHIP

November 30, 2006

PERSONAL AND CONFIDENTIAL

Mr. Peter Quick
Lead Director, Independent Committee
Board of Directors
Reckson Associates Realty Corp.
625 Reckson Plaza
Uniondale, NY 11556

Dear Mr. Quick:

On November 15, 2006, Rome Acquisition Limited Partnership, a Delaware limited partnership with partners affiliated with Carl Icahn and Harry Macklowe and William Macklowe made a proposal to you to acquire Reckson at $49 per share on terms and conditions set forth in that proposal including satisfactorily concluding due diligence. On that basis you postponed your scheduled meeting of Reckson shareholders and permitted us to conduct diligence. Since that time, on November 30, 2006, an amendment to the agreement of limited partnership of Rome was entered into pursuant to which Mack-Cali has been admitted as a limited partner of Rome on the terms set forth in the amendment a copy of the executed copy of which is enclosed herewith. Mack-Cali has deposited $400 million into an account for the purpose of contributing it to Rome to permit it to increase its equity by that amount and for use in making the acquisition of Reckson.

Given that Mack-Cali is now a partner of Rome on the terms set forth in the amendment to the limited partnership agreement, we would like to share the confidential information with Mack-Cali and request that Reckson allow Mack-Cali to perform its own due diligence with respect to Reckson. Mack-Cali has already executed a copy of a confidentiality agreement acceptable to you.

The parties are preparing Schedule 13D filings which reflect the foregoing.

Very truly yours,

ROME ACQUISITION LIMITED PARTNERSHIP

by:	MEADOW STAR LLC
	as General Partner
	by: /s/ Keith Meister
	Name: Keith Meister
	Title: President

by:	WH ROME PARTNERS LLC
	as General Partner
	by:	WH ROME INC.
		its Managing Member
	by: /s/ Harry Macklowe		by: /s/ William S. Macklowe
	Name: Harry Macklowe		Name: William S. Macklowe
	Title: President		Title: Vice President

MACK-CALI REALTY, L.P. 

By: Mack-Cali Realty Corporation, its general partner 

by: /s/ Mitchell E. Hersh         

       Name: Mitchell E. Hersh 

       Title: President and Chief Executive Officer 

[Signature Page to Letter dated November 30, 2006 to Reckson]

EX-99.3

AMENDMENT TO AGREEMENT OF LIMITED PARTNERSHIP 

OF ROME ACQUISITION LIMITED PARTNERSHIP 

     This Amendment, dated as of November 30, 2006 (this “Amendment”), to the Agreement of Limited Partnership, effective as of November 15, 2006 (the “Original PartnershipAgreement” and, together with this Amendment, this “Agreement”) of Rome Acquisition Limited Partnership, a Delaware limited partnership (the “Partnership”), is made this day by WH Rome Partners LLC, a Delaware limited liability company, as a General Partner (“Macklowe”, in its capacity as a General Partner), Meadow Star LLC, a Delaware limited liability company, as a General Partner (“Icahn”, in its capacity as a General Partner) and Mack-Cali Realty, L.P., a Delaware limited partnership, as a Limited Partner (“Mack-Cali Company”). Capitalized terms used and not otherwise defined herein shall have the meanings set forth in the Original Partnership Agreement.

RECITALS

     WHEREAS, on November 15, 2006, the Certificate of Limited Partnership of the Partnership was filed with the Secretary of State of Delaware and Macklowe, Macklowe Company, Icahn and Icahn Company entered into the Original Partnership Agreement; and

     WHEREAS, the General Partners desire to amend the Original Partnership Agreement to admit Mack-Cali Company as an additional Limited Partner; and

     WHEREAS, Section 11.1 of the Original Partnership Agreement provides that amendments to the Original Partnership Agreement for the purpose of admitting additional Limited Partners may be made by the General Partners, acting together by unanimous agreement, without the consent of any Limited Partner through use of the power of attorney described in Section 14.1 thereof.

     NOW, THEREFORE, in consideration of the foregoing premises, the terms and conditions hereinafter set forth and other good and valuable consideration, the parties hereby agree to amend the Original Partnership Agreement as set forth below:

     SECTION 1. Mack-Cali Company is hereby admitted to the Partnership as a Limited Partner.

     SECTION 2. Section 2.1 of the Original Partnership Agreement is hereby amended and restated in its entirety as follows:

Name. The name of the Partnership is “Rome Acquisition Limited Partnership”, or such other name or variations thereof as may, from time to time, be selected by the General Partners or as may be necessary to comply with laws, rules or regulations applicable to the business of the Partnership.

     SECTION 3. The following sentence is hereby added as the last sentence of Section 3.1 of the Original Partnership Agreement:

Notwithstanding anything to the contrary in this Section 3.1, Mack-Cali Company hereby agrees that its initial capital commitment amount shall be $400 million. On November 29, 2006, Mack-Cali Company deposited into a segregated account at JPMorgan cash in the amount of $400 million. Mack-Cali Company shall become irrevocably committed to contribute such amount in cash to the Partnership as of 11:59 p.m. on December 2, 2006, with such commitment to be funded to the Partnership on December 4, 2006, provided that Mack-Cali Company may elect at any time prior to 11:59 p.m. on December 2, 2006, in its sole and absolute discretion and for any reason, including, without limitation, its evaluation of the Target based on its due diligence review of the Target, not to become irrevocably committed to contribute such amount to the Partnership in which case Mack-Cali Company shall cease to be a Limited Partner.

If Mack-Cali Company elects pursuant to the preceding paragraph not to contribute its initial capital commitment to the Partnership or is not satisfied, in its sole and absolute discretion, with the existing terms of the partnership agreement, including, without limitation, the rights and obligations of the Partners and the amount of each Partner’s capital account, then Mack-Cali Company will cease to be a Limited Partner as of 11:59 p.m. on December 2, 2006 and neither Mack-Cali Company nor any of its affiliates shall become a General Partner. For purposes of clarity, Mack-Cali Company or any of its affiliates shall only become a General Partner pursuant to a subsequent amendment to this Agreement, in accordance with the terms of this Agreement.

           SECTION 4. Section 3.8 of the Original Partnership Agreement is hereby amended and restated in its entirety as follows:   

Section 3.8 Expenses.

(a) Internal Expenses. For avoidance of doubt, each Partner shall be responsible for its own internal expenses related to or arising out of its activities outside of the Partnership and shall not have any right of reimbursement by the Partnership of such expenses.

(b) Shared Expenses. The General Partners shall bear, pro rata in accordance with their respective Capital Accounts, (i) all fees and expenses of the financial advisors, legal advisor and accounting firm engaged by either General Partner on behalf of the Partnership in connection with the preparation and submission of a proposal with respect to the acquisition of Target, the negotiation and execution of the Acquisition Agreement and taking the other

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actions contemplated by this Agreement with respect to the proposed acquisition of Target and (ii) other third-party costs incurred by one General Partner on behalf of the Partnership in connection with the preparation and submission of a proposal with respect to the acquisition of Target, the negotiation and execution of the Acquisition Agreement and taking the other actions contemplated hereunder as unanimously approved by the General Partners, including any costs associated with structuring any debt financing for the acquisition of Target; provided that the fees and expenses described in both clauses (i) and (ii) above are incurred with the unanimous consent of each General Partner (the “SharedExpenses”); and provided, further and notwithstanding that Shared Expenses must be approved by the unanimous consent of each General Partner, that if Icahn (x) has paid to the Partnership its pro rata share (based on the amount set forth next to Icahn’s name on Schedule A) of any Shared Expenses and (y) requests that Macklowe pay to the Partnership its pro rata share (based on the amount set forth next to Macklowe’s name on Schedule A) of such Shared Expenses, then, within three (3) business days of such request, Macklowe shall pay to the Partnership its pro rata share of such Shared Expenses. In the event that Macklowe does not make the foregoing payment to the Partnership within such three (3) business days period, Icahn shall be entitled to collect from Macklowe, and Macklowe shall pay to Icahn or its designee, the Failure to Contribute Amount. Notwithstanding anything in this Agreement to the contrary, the Failure to Contribute Amount shall be the sole and exclusive remedy against Macklowe with respect to any failure to pay to the Partnership its pro rata share of any Shared Expenses in accordance with this Section 3.8(b) .

(c) Repayment of Debt. If the General Partners unanimously elect, or are required by one or more third parties, to repay or repurchase at the Closing Date (or thereafter in connection with the sale of properties) any indebtedness of Target or any subsidiary of Target, at the Closing Date (or thereafter in connection with the sale of properties), the General Partners shall pay in cash such indebtedness plus any costs, expenses or fees associated with such repayment or repurchase, including without limitation any prepayment fees or penalties, to be repaid, pro rata in accordance with their respective Capital Accounts. For these purposes, “indebtedness” shall be deemed to include the costs of unwinding any interest rate swaps, caps, treasury locks and other derivatives and hedges associated with the indebtedness that is being repaid.

     SECTION 5. Section 5.2 of the Original Partnership Agreement is hereby amended and restated in its entirety as follows:

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Section 5.2. Withdrawal. Except pursuant to Section 3.1 and Section 5.3 or Article VII, no Partner shall have the right to withdraw from the Partnership and no Partner shall withdraw from the Partnership under any circumstances or make a demand for withdrawal of any or all of its Capital Contributions.

     SECTION 6. Section 6.4 of the Original Partnership Agreement is hereby amended by amending and restating section (a)(i) thereof in its entirety as follows:

     (i) indemnify and hold harmless each member of the General Partner Group and Affiliates of each General Partner and each Limited Partner and their respective personal representatives, heirs, successors in interest and assignees of any thereof (each, an “Indemnified Party”), from and against any and all damages incurred or suffered by any Indemnified Party arising out of or in connection with the Partnership’s business or affairs; provided, however, that the Partnership shall not indemnify or hold harmless any Indemnified Party with respect to any act or omission which was performed or omitted fraudulently or in bad faith by it; and

     SECTION 7. Section 11.1 of the Original Partnership Agreement is hereby amended and restated in its entirety as follows:

Approval of Amendments. Amendments to this Agreement may be made by the General Partners together with Mack-Cali Company (so long as Mack-Cali Company is a Limited Partner), acting together by unanimous agreement, without the consent of any Limited Partner through use of the power of attorney described in Section 14.1 hereof if those amendments are (i) of a non-material nature, as determined by the General Partners; (ii) for the purpose of creating a new class or classes of Limited Partnership Interests, admitting additional Limited Partners or reflecting the withdrawal of Limited Partners; (iii) necessary to maintain the Partnership’s status as a partnership according to § 7701(a)(2) of the Code; (iv) necessary to preserve the validity of any and all allocations of Partnership income, gain, loss or deduction pursuant to § 704(b) of the Code; or (v) contemplated by this Agreement. Amendments to this Agreement other than those described in the first sentence of this Section 11.1 may be made only if embodied in an instrument signed by all of the General Partners and a Majority-in-Interest of the Limited Partners and Mack-Cali Company (so long as Mack-Cali Company is a Limited Partner), provided, however, that any amendment to this Agreement pertaining to the rights, preferences, priorities, powers, limitations and/or restrictions with respect to the Limited Partners of a particular class or classes of Limited Partnership Interest need only be signed by all of the General Partners and a Majority-in-Interest

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of the Limited Partners of each such class of Limited Partnership Interest and Mack-Cali Company (so long as Mack-Cali Company is a Limited Partner). Any supplemental or amendatory agreement shall be adhered to and have the same effect from and after its effective date as if the same had originally been embodied in, and formed a part of, this Agreement. The General Partners shall cause the Partnership to give written notice to all Partners promptly after any amendment has become effective. Any amendment to this Agreement must be in writing.

     SECTION 8. Exhibit A to the Original Partnership Agreement is hereby amended to amend and restate the definition of “Limited Partners” in its entirety as follows:

“Limited Partners” means (A) each of Icahn Company, Macklowe Company and Mack-Cali Company (so long as Mack-Cali Company is a Limited Partner), (B) from time to time, such Persons plus each Person subsequently admitted as an additional Limited Partner and each Person admitted as a Substituted Limited Partner pursuant to Section 7.2 hereof less any such Person who shall withdraw as a Limited Partner pursuant to Section 5.2 hereof, and (C) with respect to those provisions of this Agreement concerning a Limited Partner’s distributions or allocations of Profits and Losses, any permitted assignee of a Limited Partner’s Interest.

     SECTION 9. Exhibit A to the Original Partnership Agreement is hereby amended to amend and restate the definition of “Capital Account” in its entirety as follows:

“Capital Account” means, with respect to each Partner, the account so designated established on the books and records of the Partnership for each Partner. Without in any way affecting the issue of whether or not any Partner has breached this agreement by not funding the Partnership prior to November 28, 2006, in accordance the requirements of Section 3.1 of the Original Partnership Agreement, upon funding their respective Initial Capital Contributions by depositing the funds into an account of the Partnership, the Capital Account of each of Icahn, Icahn Company, Macklowe and Macklowe Company shall be as set forth on Schedule A to this Agreement. As of November 29, 2006, in consideration for its agreements contained herein, the Capital Account of Mack-Cali shall be $100. Upon funding its initial capital commitment pursuant to Section 3.1 of this Agreement by depositing the funds into an acco unt of the Partnership, the Capital Account of Mack-Cali Company (so long as Mack-Cali Company is a Limited Partner) shall be as set forth on Schedule B to this Agreement. The Capital Account of each Partner will be (i) increased by (A) the amount of Profits (and income and gain)

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credited to that Partner’s Capital Account pursuant to Sections 4.1 and 4.2 hereof and (B) the amount of Additional Capital Contributions made by that Partner to the Partnership; and (ii) decreased by (A) the amount of Losses charged to that Partner’s Capital Account pursuant to Article IV hereof and the amount of loss and (B) the amount of distributions in cash and the fair market value of other Partnership Property distributed (net of any liabilities encumbering the distributed Partnership Property that the Partner takes subject to or assumes) to that Partner pursuant to Article V and Section 9.2 hereof.

Notwithstanding anything to the contrary contained in this definition or in Article IV hereof, each Capital Account shall be determined in accordance with the principles of Treasury Regulations § 1.704 -l(b)(2)(iv).

     SECTION 10. Schedule A to the Original Partnership Agreement is hereby amended and restated in its entirety as Exhibit B to this Amendment.

     SECTION 11. Miscellaneous.

     (a) Governing Law. This Amendment shall be construed, performed and enforced in accordance with, and governed by, the laws of the State of Delaware.

     (b) Effect of Amendment. On and after the date hereof, each reference in the Original Partnership Agreement to “this Agreement”, “hereof’, “hereunder”, or words of like import referring to the Original Partnership Agreement shall mean and be a reference to the Original Partnership Agreement, as amended by this Amendment. The Original Partnership Agreement, as amended by this Amendment, shall continue to be in full force and effect and is hereby in all respects ratified and confirmed.

     (c) Entire Agreement. This Amendment, together with the Original Partnership Agreement, contains the entire understanding among the parties hereto with respect to the transactions contemplated hereby and supersedes and replaces all prior and contemporaneous agreements and understandings, oral or written, with regard to such transactions. All Exhibits hereto and any documents and instruments delivered pursuant to any provision hereof are expressly made a part of this Amendment as fully as though completely set forth herein.

     (d) Counterparts. This Amendment may be executed in counterparts, each of which shall be deemed an original, but all of which shall constitute the same instrument.

     (e) Section and Paragraph Headings. The section and paragraph headings in this Amendment are for reference purposes only and shall not affect the meaning or interpretation of this Amendment.

     (f) Severability. If any term, provision, covenant or restriction of this Amendment is held by a court of competent jurisdiction or other authority to be invalid, void or

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unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Amendment shall remain in full force and effect and shall in no way be affected, impaired or invalidated so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any party. Upon such a determination, the parties shall negotiate in good faith to modify this Amendment so as to effect the original intent of the parties as closely as possible in an acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the fullest extent possible.

     (g) No Waiver of Rights. Except as expressly set forth herein, this Amendment shall not by implication or otherwise limit, impair, constitute a waiver of, or otherwise affect the rights and remedies of Icahn or Macklowe under the Original Partnership Agreement, and shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Original Partnership Agreement, all of which are ratified and affirmed in all respects and shall continue in full force and effect. Notwithstanding the foregoing, if Mack-Cali elects to continue as a Limited Partner or become a General Partner, Mack-Cali will become a Partner on such terms and conditions as Mack-Cali, Macklowe and Icahn shall agree

[Signature Page Follows]

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     IN WITNESS WHEREOF, the undersigned have executed this Amendment as of the date first written above.

WH ROME PARTNERS LLC
as General Partner
By: WH ROME INC.
(its Managing Member)
By: /s/ William S. Macklowe
Name:	William S. Macklowe
Title:	Vice President
MEADOW STAR LLC
as General Partner
By: /s/ Keith Meister
Name:	Keith Meister
Title: President
MACK-CALI REALTY, L.P.
By: Mack-Cali Realty Corporation, its
general partner
By: /s/ Mitchell E. Hersh
Name:	Mitchell E. Hersh
Title:	President and Chief Executive Officer

     [Signature Page to Amendment to Agreement of Limited Partnership of Rome Acquisition Limited Partnership]

	EXHIBIT A
	Schedule B
Partner	Capital Contribution
Mack-Cali Company	$400,000,000

	EXHIBIT B
	Schedule A
Partner	Initial Capital Contribution
Macklowe	$597,000,000.00
Macklowe Company	$3,000,000.00
Icahn	$597,000,000.00
Icahn Company	$3,000,000.00