RECKSON ASSOCIATES REALTY CORP
EXHIBIT 10.48
<DOCUMENT>
<TYPE>EX-10.48
<SEQUENCE>6
<FILENAME>b412116_ex10-48.txt
<DESCRIPTION>EXHIBIT 10.48
<TEXT>
<PAGE>


                                                                 Exhibit 10.48

                         RECKSON ASSOCIATES REALTY CORP.
                            LONG-TERM INCENTIVE PLAN
                             OP UNIT AWARD AGREEMENT


Name of Grantee:  Salvatore Campofranco ("Grantee")
No. of LTIP OP Units:  15,000
Date of Grant:  March 11, 2005


                                    RECITALS

         A. The Grantee is an officer of Reckson Associates Realty Corp. (the
"Company") or one of its Affiliates.

         B. The Grantee was selected by the Compensation Committee of the Board
of Directors of the Company (the "Committee") to receive an award of Long-Term
Incentive Plan OP Units ("LTIP OP Units") in Reckson Operating Partnership, L.P.
(the "Partnership") in the number specified above and having the rights
specified herein and in the Supplement to the Amended and Restated Agreement of
Limited Partnership of the Partnership (the "Partnership Agreement")
Establishing 2005 LTIP Units of Limited Partnership Interest (the "Partnership
Agreement Supplement").

         NOW, THEREFORE, the Company hereby grants to the Grantee, effective as
of the Date of Grant specified above, the number of LTIP OP Units listed above
subject to the terms and conditions of this Agreement.

         1. Restrictions and Conditions:

                  (a) The records of the Partnership evidencing the LTIP OP
Units granted herein shall bear an appropriate legend, as determined by the
Partnership in its sole discretion, to the effect that such LTIP OP Units are
subject to restrictions as set forth herein, in the Partnership Agreement
Supplement and in the Partnership Agreement.

                  (b) None of the LTIP OP Units awarded to the Grantee hereunder
shall be sold, assigned, transferred, pledged, hypothecated, given away or in
any other manner disposed of, encumbered, whether voluntarily or by operation of
law, or redeemed in accordance with the Partnership Agreement or the Partnership
Agreement Supplement (a) prior to vesting, (b) for a period of two (2) years
beginning on the Date of Grant specified above other than in connection with a
Change-in-Control, or (c) unless such transfer is in compliance with all
applicable securities laws (including, without limitation, the Securities Act),
and such disposition is in accordance with the applicable terms and conditions
of the Partnership Agreement and the Partnership Agreement Supplement. In
connection with any transfer of LTIP OP Units, the Company may require the
transferor to provide at the Grantee's own expense an opinion of counsel to the
transferor, satisfactory to the Company, that such transfer is in compliance
with all foreign, federal and state securities laws (including, without
limitation, the Securities Act). Any attempted disposition of LTIP OP Units not
in accordance with the terms and conditions of this Section 1(b) shall be null
and void, and the Partnership shall not reflect on its records any change in
record ownership of any LTIP OP Units as a result of any such disposition, shall
otherwise refuse to recognize any such disposition and shall not in any way give
effect to any such disposition of any LTIP OP Units.

<PAGE>


                  (c) Except as otherwise provided in Section 2 hereof or
elsewhere herein, if the Grantee's employment with the Company or its Affiliates
is voluntarily or involuntarily terminated for any reason prior to vesting of
the LTIP OP Units granted herein, the Grantee shall forfeit all LTIP OP Units
that are not vested as of the date of such termination of employment.

         2. Vesting of the LTIP OP Units: The LTIP OP Units generally will
become vested as follows:

                  (a) 50.0% of the LTIP OP Units will become cumulatively vested
on December 31, 2006 and December 31, 2007 (each, an "Annual Vesting Date"); in
each case provided that the Grantee remains in continuous employment with the
Company or any of its Affiliates until such date; and provided, further, that
any LTIP OP Units which otherwise would become vested on such Annual Vesting
Date will not become so vested unless the Company has achieved, during the
calendar year completed on December 31, 2005, (i) a total return to shareholders
(including all Common Stock dividends and stock appreciation) based on the
respective Initial Base Price that either (x) is at or above the 50th percentile
of the total return to shareholders achieved by members of the Peer Group during
the same period, or (y) subject to the provisions of Section 2(e), equals a
total return of at least 9% per annum or (ii) a per share increase in annual
Funds from Operations of 5% or more. If the vesting performance requirement is
not satisfied for the calendar year ending December 31, 2005, the LTIP OP Units
will not be forfeited and will become vested on December 31, 2006, or if the
performance requirement is not satisfied at such date the LTIP OP Units will not
be forfeited and will become vested on December 31, 2007, if on either of such
dates the vesting performance requirement is satisfied on a cumulative and
compounded basis as measured for an extended performance period beginning with
the annual period for which the vesting performance requirement was not
satisfied through the relevant date. For purposes of this Section, (i) the
performance of the Company relative to the performance of members of the Peer
Group will be determined using the VWAP for the last ten trading days of the
Company's Common Stock and the common stock of the members of the Peer Group at
the applicable calendar year end, and (ii) the per annum percentage performance
of the Company will be determined using the VWAP for the last ten trading days
for the period ending at the applicable calendar year end. If the vesting
performance requirement is not satisfied at December 31, 2007, subject to
Section 2(d), the LTIP OP Units will be forfeited.

                  (b) Notwithstanding the foregoing, if a Change-in-Control
occurs prior to December 31, 2007 and the Grantee remains in continuous
employment with the Company or any of its Affiliates until such occurrence, the
portion of the LTIP OP Units that otherwise would have become vested upon the
next following vesting date will become vested at the time of the
Change-in-Control, provided however, such LTIP OP Units shall vest only if the
performance requirements set forth in Section 2(a)(i) above have been satisfied
in accordance with their terms.


                                       2
<PAGE>


Notwithstanding the foregoing, if a Change-in-Control shall occur and (i) (a)
the Company continues in existence as a public company or (b) another company is
the successor to the Company in a transaction whereby holders of Common Stock
receive common stock of the successor company (or a combination of common stock
and cash) and such successor company expressly assumes the obligations of the
Company as the general partner of the Partnership, and (ii) (a) the Partnership
continues in existence as the operating partnership of the Company (in the event
described in clause (i)(a) above) or (b) another limited partnership, limited
liability company or similar entity is the successor to the Partnership in a
transaction whereby holders of OPU and LTIP OP Units receive equity interests in
such successor entity having substantially identical rights, voting powers,
restrictions, limitations as to distributions, qualifications and terms and
conditions of redemption as the OPU and LTIP OP Units, respectively, and
expressly assumes the obligations under this Agreement, and (iii) the Grantee is
offered continued employment by the Company or such successor company or their
Affiliates, as the case may be, then no vesting shall occur under this Section
2(b) as a result of such Change-in-Control, but this Agreement and the awards
hereunder shall continue in effect on the terms hereof, subject to the
adjustment of the Initial Base Price as may be appropriate pursuant to Section 4
hereof.

                  (c) Notwithstanding the foregoing, if the Grantee's employment
with the Company and all Affiliates is terminated prior to December 31, 2007 by
reason of the Grantee's death or Disability, by the Grantee prior to the date
which is one year from a Change-in-Control by reason of a Force Out or by the
Company or any Affiliate for any reason other than Cause or transfer to another
Affiliate, all non-vested LTIP OP Units will thereupon become fully vested. If
the Grantee's employment with the Company and all Affiliates is terminated prior
to December 31, 2007 for any other reason, any LTIP OP Units that have not yet
become vested will thereupon be forfeited.

                  (d) Notwithstanding the foregoing, if the Grantee remains in
continuous employment with the Company or any of its Affiliates until an
applicable Annual Vesting Date but the vesting performance requirement is not
satisfied at such date (or any extended performance period as contemplated in
Section 2(b) above), and if the Committee determines that it nevertheless would
be consistent with the spirit and intent of this Agreement to vest some or all
of the LTIP OP Units that otherwise would have become vested on that Annual
Vesting Date, then the Committee, in its sole and absolute discretion, may elect
to vest some or all of such LTIP OP Units.

                  (e) Notwithstanding the foregoing, in the event that (i) the
LTIP OP Units would become vested as a result of the Company achieving a total
return of at least 9% per annum in accordance with the terms of Section 2(a),
(ii) the appreciation in the share price of the Common Stock alone has not
resulted in the Company achieving such a 9% per annum total return (i.e.,
without taking into account any dividends paid to holders of Common Stock), and
(iii) the Company's Dividend Payout Ratio with regard to its Cash Available for
Distribution exceeds 100% for any relevant annual period or periods, the
Committee may, in its sole discretion, review whether it is appropriate for the
LTIP OP Units to vest for such period or periods, and may determine that the
LTIP OP Units shall not vest, in whole or in part, based upon such facts as it
deems appropriate including, but not limited to, the effect on the Dividend
Payout Ratio of rent concessions, tenant improvements, capital expenditures by
the Company and similar matters that represent uses of operating cash flow for
the purpose of generating incremental cash flow or other returns for the
Company.


                                       3
<PAGE>

         3. Distributions. Distributions on the LTIP OP Units shall be paid
currently to the Grantee in accordance with the terms of the Partnership
Agreement.

         4. Adjustment. The Committee will make or provide for such adjustments
in the number of LTIP OP Units and the vesting performance requirements
applicable to LTIP OP Units, as the Committee may in good faith determine to be
equitably required in order to prevent any dilution or expansion of the rights
of the Grantee that otherwise would result from (i) any stock dividend, stock
split, combination of shares, recapitalization or similar change in the capital
structure of the Company or similar events with respect to the partnership
interests in the Partnership or (ii) any merger, consolidation, spin-off,
spin-out, split-off, split-up, reorganization, partial or complete liquidation
or other distribution of assets, issuance of warrants or other rights to
purchase securities or any other transaction or event having an effect similar
to any of the foregoing.

         5. Compliance With Law. The Partnership and the Grantee will make
reasonable efforts to comply with all applicable securities laws. In addition,
notwithstanding any provision of this Agreement to the contrary, no LTIP OP
Units will become vested or be paid at a time that such vesting or payment would
result in a violation of any such law.

         6. Investment Representation; Registration.

                  (a) The Grantee hereby makes the covenants, representations
and warranties set forth on EXHIBIT B attached hereto. All of such covenants,
warranties and representations shall survive the execution and delivery of this
Agreement by the Grantee. The Grantee shall immediately notify the Partnership
upon discovering that any of the representations or warranties set forth on
EXHIBIT B were false when made or have, as a result of changes in circumstances,
become false.

                  (b) The Partnership may make a notation in its records and/or
affix a legend to the certificates (if any) representing the LTIP OP Units
issued pursuant to this Agreement to the effect that such units have not been
registered under the Securities Act and may only be sold or transferred upon
registration or pursuant to an exemption therefrom.

                  (c) The Partnership will have no obligation to register under
the Securities Act any LTIP OP Units.

         7. Severability. In the event that one or more of the provisions of
this Agreement may be invalidated for any reason by a court, any provision so
invalidated will be deemed to be separable from the other provisions hereof, and
the remaining provisions hereof will continue to be valid and fully enforceable.

         8. Governing Law. This Agreement is made under, and will be construed
in accordance with, the laws of the State of New York, without giving effect to
the principles of conflicts of laws of such State.


                                       4
<PAGE>

         9. Transferability. This Agreement is personal to the Grantee, is
non-assignable and is not transferable in any manner, by operation of law or
otherwise, other than by will or the laws of descent and distribution.

         10. Amendment. The Grantee acknowledges that this Agreement may be
amended or canceled by the Partnership for the purpose of satisfying changes in
law or for any other lawful purpose, provided that no such action shall
adversely affect the Grantee's rights under this Agreement without the Grantee's
written consent.

         11. No Obligation to Continue Employment. Neither the Company nor any
Affiliate is obligated by or as a result of this Agreement to continue the
Grantee in employment and this Agreement shall not interfere in any way with the
right of the Company or any Affiliate to terminate the employment of the Grantee
at any time.

         12. Notices. Notices hereunder shall be mailed or delivered to the
Partnership at its principal place of business and shall be mailed or delivered
to the Grantee at the address on file with the Partnership or, in either case,
at such other address as one party may subsequently furnish to the other party
in writing.

         13. Withholding and Taxes. No later than the date as of which an amount
first becomes includible in the gross income of the Grantee for income tax
purposes or subject to Federal Insurance Contributions Act withholding with
respect to any award under this Agreement, such Grantee will pay to the Company
or, if appropriate, any of its Affiliates, or make arrangements satisfactory to
the Company regarding the payment of, any United States federal, state or local
or foreign taxes of any kind required by law to be withheld with respect to such
amount. The obligations of the Company under this Agreement will be conditional
on such payment or arrangements, and the Company and its Affiliates shall, to
the extent permitted by law, have the right to deduct any such taxes from any
payment otherwise due to the Grantee.

         14. Successors and Assigns. This Agreement shall be binding upon the
Partnership's successors and assigns, whether or not this Agreement is expressly
assumed.

         15. Certain Definitions.

                  (a) "Affiliate" means any person or entity that, at the time
of reference, is controlled by, controlling of or under common control with the
Company.

                  (b) "Cash Available for Distribution" means the Company's cash
available for distribution to holders of the Company's Common Stock on an "as
committed" basis as announced by the Company for the relevant period.

                  (c) "Cause" means a finding by the Company's Board of
Directors that the Grantee has (i) acted with gross negligence or intentional
misconduct in connection with the performance of his duties to the Company or
any Affiliate; (ii) defaulted in the performance of his duties to the Company or
any Affiliate and has not corrected such action within 15 days of receipt of
written notice thereof; (iii) acted against the best interests of the Company or
any Affiliate, which act has had an adverse impact on the financial affairs of
the Company or such Affiliate; or (iv) been convicted of a felony or committed a
material act of common law fraud against the Company, any Affiliate or any of
their employees and such act or conviction has had, or the Company's Board of
Directors reasonably determines will have, an adverse effect on the interests of
the Company or such Affiliate; provided, however, that a finding of Cause will
not become effective unless and until the Board of Directors provides the
Grantee notice that it is considering making such finding and a reasonable
opportunity to be heard by the Board of Directors.


                                       5
<PAGE>

                  (d) A "Change-in-Control" will be deemed to have occurred if
following the Date of Grant:

                           (i) any Person, together with all "affiliates" and
                  "associates" (as such terms are defined in Rule 12b-2 under
                  the Securities Exchange Act of 1934 (the "Exchange Act")) of
                  such Person, shall become the "beneficial owner" (as such term
                  is defined in Rule 13d-3 under the Exchange Act), directly or
                  indirectly, of securities of the Company representing 30% or
                  more of (A) the combined voting power of the Company's then
                  outstanding securities having the right to vote in an election
                  of the Company's Board of Directors ("Voting Securities"), (B)
                  the combined voting power of the Company's then outstanding
                  Voting Securities and any securities convertible into Voting
                  Securities, or (C) the then outstanding shares of all classes
                  of stock of the Company; or

                           (ii) individuals who, as of the effective date of
                  this Agreement, constitute the Company's Board of Directors
                  (the "Incumbent Directors") cease for any reason, including,
                  without limitation, as a result of a tender offer, proxy
                  contest, merger or similar transaction, to constitute at least
                  a majority of the Company's Board of Directors, provided that
                  any person becoming a director of the Company subsequent to
                  the effective date of this Agreement whose election or
                  nomination for election was approved by a vote of at least a
                  majority of the Incumbent Directors (other than an election or
                  nomination of an individual whose initial assumption of office
                  is in connection with an actual or threatened election contest
                  relating to the election of the directors of the Company, as
                  such terms are used in Rule 14a-11 of Regulation 14A under the
                  Exchange Act) shall, for purposes of this Agreement, be
                  considered an Incumbent Director; or

                           (iii) consummation of (1) any consolidation or merger
                  of the Company or any subsidiary where the stockholders of the
                  Company, immediately prior to the consolidation or merger,
                  would not, immediately after the consolidation or merger,
                  beneficially own (as such term is defined in Rule 13d-3 under
                  the Exchange Act), directly or indirectly, but based solely on
                  their prior ownership of shares of the Company, shares
                  representing in the aggregate more than 60% of the voting
                  shares of the corporation issuing cash or securities in the
                  consolidation or merger (or of its ultimate parent
                  corporation, if any), or (2) any sale, lease, exchange or
                  other transfer (in one transaction or a series of transactions
                  contemplated or arranged by any party as a single plan) of all
                  or substantially all of the assets of the Company; or


                                       6
<PAGE>

                           (iv) stockholder approval of any plan or proposal for
                  the liquidation or dissolution of the Company.

                           Notwithstanding the foregoing, a "Change-in-Control"
                  shall not be deemed to have occurred for purposes of the
                  foregoing clause (i) (A) solely as the result of an
                  acquisition of securities by the Company which, by reducing
                  the number of shares of stock or other Voting Securities
                  outstanding, increases (x) the proportionate number of shares
                  of stock of the Company beneficially owned by any Person to
                  30% or more of the shares of stock then outstanding or (y) the
                  proportionate voting power represented by the Voting
                  Securities beneficially owned by any Person to 30% or more of
                  the combined voting power of all then outstanding Voting
                  Securities; provided, however, that if any Person referred to
                  in clause (x) or (y) of this sentence shall thereafter become
                  the beneficial owner of any additional stock of the Company or
                  other Voting Securities (other than pursuant to a share split,
                  stock dividend, or similar transaction), then a
                  "Change-in-Control" shall be deemed to have occurred for
                  purposes of the foregoing clause (i), and (B) solely as a
                  result of the direct or indirect acquisition of beneficial
                  ownership of Voting Securities by any executive officers of
                  the Company on the date hereof and/or the Company, any of its
                  subsidiaries, or any trustee, fiduciary or other person or
                  entity holding securities under any employee benefit plan of
                  the Company or any of its subsidiaries if the Grantee is one
                  of the executive officers participating in such acquisition.

                  (e) "Common Stock" means the shares of common stock, par value
$0.01 per share, of the Company.

                  (f) "Disability" means that the Grantee has been unable to
efficiently perform his duties to the Company and all Affiliates because of any
physical or mental injury or illness until the earlier of such time when (i) the
period of injury or illness (whether or not the same injury or illness) exceeds
180 consecutive days or (ii) the Grantee becomes eligible to receive benefits
under a comprehensive disability insurance policy maintained or sponsored by the
Company.

                  (g) "Dividend Payout Ratio" means the quotient, expressed as a
percentage, derived by dividing the aggregate dividends paid on shares of the
Company's Common Stock during a relevant period by the Cash Available for
Distribution for such period.

                  (h) "Force Out" means

                           (i) a change in duties, responsibilities, status or
                  positions with the Company or successor company, which, in the
                  Grantee's reasonable judgment, does not represent a promotion
                  from or maintaining of the Grantee's duties, responsibilities,
                  status or positions as in effect immediately prior to the
                  Change-in-Control, or any removal of the Grantee from or any
                  failure to reappoint or reelect the Grantee to such positions,
                  except in connection with the termination of the Grantee's
                  employment for Cause, Disability, retirement or death;


                                       7
<PAGE>

                           (ii) a reduction by the Company or such successor
                  company in the Grantee's base salary as in effect immediately
                  prior to the Change-in-Control;

                           (iii) the failure by the Company or such successor
                  company to provide and credit the Grantee with the number of
                  paid vacation days to which the Grantee is then entitled in
                  accordance with the Company or such successor company's normal
                  vacation policies as in effect immediately prior to the
                  Change-in-Control;

                           (iv) the Company or such successor company requiring
                  the Grantee to be based in an office located beyond a
                  reasonable commuting distance from the Grantee's residence
                  immediately prior to the Change-in-Control, except for
                  required travel relating to the Company or such successor
                  company's business to an extent substantially consistent with
                  the business travel obligations which the Grantee undertook on
                  behalf of the Company or such successor company prior to the
                  Change-in-Control;

                           (v) the failure by the Company or such successor
                  company to obtain from any successor to the Company or such
                  successor company an agreement to be bound by this Agreement;
                  or

                           (vi) the failure by the Company or such successor
                  company to continue in effect any of the benefit plans,
                  programs or arrangements in which the Grantee is participating
                  at the time of the Change-in-Control of the Company or such
                  successor company (unless the Grantee is permitted to
                  participate in any substitute benefit plan, program or
                  arrangement with substantially the same terms and to the same
                  extent and with the same rights as the Grantee had with
                  respect to the benefit plan, program or arrangement that is
                  discontinued) other than as a result of the normal expiration
                  of any such benefit plan, program or arrangement in accordance
                  with its terms as in effect at the time of the
                  Change-in-Control, or the taking of any action, or the failure
                  to act, by the Company or such successor company which would
                  adversely affect the Grantee's continued participation in any
                  of such benefit plans, programs or arrangements on at least as
                  favorable a basis to the Grantee as is the case on the date of
                  the Change-in-Control or which would materially reduce the
                  Grantee's benefits in the future under any of such benefit
                  plans, programs or arrangements or deprive the Grantee of any
                  material benefits enjoyed by the Grantee at the time of the
                  Change-in-Control.

                  (i) "Funds from Operations" means the Company's funds from
operations as defined by the National Association of Real Estate Investment
Trusts and as may be adjusted by the Company.

                  (j) "Initial Base Price" means $32.81 per share of the Common
Stock of the Company.

                  (k) An "OPU" means a Class A common operating partnership unit
of the Partnership.


                                       8
<PAGE>

                  (l) "Peer Group" means the business entities set forth on
Exhibit A to this Agreement, and any successors to the businesses or assets of
such entities as determined by the Committee in its sole and absolute
discretion. If an entity listed on such Exhibit ceases to exist during the term
of this Agreement and the Committee determines that there is no successor to the
business or assets of such entity, then such entity will cease to be treated as
a member of the Peer Group to the extent and for the periods determined by the
Committee in its sole and absolute discretion.

                  (m) "Person" has the meaning used in Sections 13(d) and 14(d)
of the Exchange Act.

                  (n) "Securities Act" means the Securities Act of 1933.

                  (o) "VWAP" means the volume weighted average closing price per
share of a security on the primary exchange or other quotation system on which
the security is traded.

                            [signature page follows]



                                       9
<PAGE>

         IN WITNESS WHEREOF, the undersigned have caused this Agreement to be
executed as of the 11th day of March, 2005.


                              RECKSON ASSOCIATES REALTY CORP.




                              By: /s/ Jason Barnett
                                  ---------------------------------------------
                                  Name:  Jason Barnett
                                  Title: Executive Vice President and General
                                         Counsel



                              RECKSON OPERATING PARTNERSHIP, L.P.


                              By: /s/ Jason Barnett
                                  ---------------------------------------------
                                  Name:  Jason Barnett
                                  Title: Executive Vice President and General
                                         Counsel



                                  /s/ Salvatore Campofranco
                                  ---------------------------------------------
                                  Salvatore Campofranco




                                       10
<PAGE>


                        Exhibit A - Peer Group Companies
                        --------------------------------

                         American Financial Realty Trust
                            Arden Realty Group, Inc.
                             Boston Properties, Inc.
                             Brandywine Realty Trust
                         CarrAmerica Realty Corporation
                       Crescent Real Estate Equities, Inc.
                         Equity Office Properties Trust
                          Mack-Cali Realty Corporation
                             Maguire Properties Inc.
                            Prentiss Properties Trust
                           SL Green Realty Corporation
                             Trizec Properties Inc.
                              Vornado Realty Trust



<PAGE>


                                                                      EXHIBIT B


               GRANTEE'S COVENANTS, REPRESENTATIONS AND WARRANTIES

         The Grantee hereby represents, warrants and covenants as follows:

         (a) The Grantee is an individual with income (without including any
income of the Grantee's spouse) in excess of $200,000, or joint income with the
Grantee's spouse, in excess of $300,000, in each of the two most recent years,
and the Grantee reasonably expects to reach the same income level in the current
year.

         (b) The Grantee has received and had an opportunity to review the
following documents (the "Background Documents"):

                  (i)      The Company's latest Annual Report to Stockholders;

                  (ii)     The Company's Proxy Statement for its most recent
                           Annual Meeting of Stockholders;

                  (iii)    The Company's Report on Form 10-K for the fiscal year
                           most recently ended;

                  (iv)     The Company's Form 10-Q for the most recently ended
                           quarter if one has been filed by the Company with the
                           Securities and Exchange Commission since the filing
                           of the report described in clause (iii) above;

                  (v)      Each of the Company's Current Report(s) on Form 8-K,
                           if any, filed since the end of the fiscal year most
                           recently ended;

                  (vi)     The Partnership Agreement; and

                  (vii)    The Company's Amended and Restated Certificate of
                           Incorporation.

         The Grantee also acknowledges that any delivery of the Background
Documents and other information relating to the Company and the Partnership
prior to the determination by the Partnership of the suitability of the Grantee
as an LTIP OP Unitholder shall not constitute an offer of LTIP OP Units until
such determination of suitability shall be made.

         (c) The Grantee hereby represents and warrants that

                  (i)      The Grantee either (i) is an "accredited investor" as
                           defined in Rule 501(a) under the Securities Act of
                           1933, as amended (the "Securities Act"), or (ii) by
                           reason of his or her business and financial
                           experience, together with the business and financial
                           experience of those persons, if any, retained by the
                           Grantee to represent or advise him or her with
                           respect to the grant to him or her of LTIP OP Units,
                           has such knowledge, sophistication and experience in
                           financial and business matters and in making
                           investment decisions of this type that he or she (A)
                           is capable of evaluating the merits and risks of an
                           investment in the Partnership and of making an
                           informed investment decision, (B) is capable of
                           protecting his or her own interest or has engaged
                           representatives or advisors to assist him or her in
                           protecting his or her interests, and (C) is capable
                           of bearing the economic risk of such investment.


                                      B-1


<PAGE>


                  (ii)     The Grantee understands that (A) the award of LTIP OP
                           Units involves risks different from, and in certain
                           circumstances substantially greater than those
                           involved in an award of a comparable number of shares
                           of restricted common stock of the Company; (B) the
                           Grantee is responsible for consulting his or her own
                           tax advisors with respect to the application of the
                           U.S. federal income tax laws, and the tax laws of any
                           state, local or other taxing jurisdiction to which
                           the Grantee is or by reason of the award of LTIP OP
                           Units may become subject, to his or her particular
                           situation; (C) the Grantee has not received or relied
                           upon business or tax advice from the Company, the
                           Partnership or any of their respective employees,
                           agents, consultants or advisors; (D) the Grantee
                           provides services to the Partnership on a regular
                           basis and in such capacity has access to such
                           information, and has such experience of and
                           involvement in the business and operations of the
                           Partnership, as the Grantee believes to be necessary
                           and appropriate to make an informed decision to
                           accept this Award of LTIP OP Units; and (E) an
                           investment in the Partnership involves substantial
                           risks. The Grantee has been given the opportunity to
                           make a thorough investigation of matters relevant to
                           the LTIP OP Units and has been furnished with, and
                           has reviewed and understands, materials relating to
                           the Partnership and its activities (including, but
                           not limited to, the Background Documents). The
                           Grantee has been afforded the opportunity to obtain
                           any additional information (including any exhibits to
                           the Background Documents) deemed necessary by the
                           Grantee to verify the accuracy of information
                           conveyed to the Grantee. The Grantee confirms that
                           all documents, records, and books pertaining to his
                           or her receipt of LTIP OP Units which were requested
                           by the Grantee have been made available or delivered
                           to the Grantee. The Grantee has had an opportunity to
                           ask questions of and receive answers from the
                           Partnership and the Company, or from a person or
                           persons acting on their behalf, concerning the terms
                           and conditions of the LTIP OP Units. THE GRANTEE HAS
                           RELIED UPON, AND IS MAKING ITS DECISION SOLELY UPON,
                           THE BACKGROUND DOCUMENTS AND OTHER WRITTEN
                           INFORMATION PROVIDED TO THE GRANTEE BY THE
                           PARTNERSHIP OR THE COMPANY. The Grantee did not
                           receive any tax, legal or financial advice from the
                           Partnership or the Company and, to the extent it
                           deemed necessary, has consulted with its own advisors
                           in connection with its evaluation of the Background
                           Documents and this Agreement and the Grantee's
                           receipt of LTIP OP Units.

                  (iii)    The LTIP OP Units to be issued will be acquired for
                           the account of the Grantee for investment only and
                           not with a current view to, or with any intention of,
                           a distribution or resale thereof, in whole or in
                           part, or the grant of any participation therein,
                           without prejudice, however, to the Grantee's right
                           (subject to the terms of the LTIP OP Units and this
                           Agreement) at all times to sell or otherwise dispose
                           of all or any part of his or her LTIP OP Units in
                           compliance with the Securities Act, and applicable
                           state securities laws, and subject, nevertheless, to
                           the disposition of his or her assets being at all
                           times within his or her control.


                                      B-2
<PAGE>

                  (iv)     The Grantee acknowledges that (A) the LTIP OP Units
                           to be issued have not been registered under the
                           Securities Act or state securities laws by reason of
                           a specific exemption or exemptions from registration
                           under the Securities Act and applicable state
                           securities laws and, if such LTIP OP Units are
                           represented by certificates, such certificates will
                           bear a legend to such effect, (B) the reliance by the
                           Partnership on such exemptions is predicated in part
                           on the accuracy and completeness of the
                           representations and warranties of the Grantee
                           contained herein, (C) such LTIP OP Units, therefore,
                           cannot be resold unless registered under the
                           Securities Act and applicable state securities laws,
                           or unless an exemption from registration is
                           available, (D) there is no public market for such
                           LTIP OP Units and (E) the Partnership has no
                           obligation or intention to register such LTIP OP
                           Units under the Securities Act or any state
                           securities laws or to take any action that would make
                           available any exemption from the registration
                           requirements of such laws. The Grantee hereby
                           acknowledges that because of the restrictions on
                           transfer or assignment of such LTIP OP Units acquired
                           hereby that are set forth in the Partnership
                           Agreement or this Agreement, the Grantee may have to
                           bear the economic risk of his or her ownership of the
                           LTIP OP Units acquired hereby for an indefinite
                           period of time.

                  (v)      The Grantee has determined that the LTIP OP Units are
                           a suitable investment for the Grantee.

                  (vi)     No representations or warranties have been made to
                           the Grantee by the Partnership or the Company, or any
                           officer, director, shareholder, agent, or affiliate
                           of any of them, and the Grantee has received no
                           information relating to an investment in the
                           Partnership or the LTIP OP Units except the
                           information specified in Paragraph (b) above.

         (d) So long as the Grantee holds any LTIP OP Units, the Grantee shall
disclose to the Partnership in writing such information as may be reasonably
requested with respect to ownership of LTIP OP Units as the Partnership may deem
reasonably necessary to ascertain and to establish compliance with provisions of
the Internal Revenue Code of 1986, as amended (the "Code"), applicable to the
Partnership or to comply with requirements of any other appropriate taxing
authority.

         (e) The address set forth on the signature page of this Agreement is
the address of the Grantee's principal residence, and the Grantee has no present
intention of becoming a resident of any country, state or jurisdiction other
than the country and state in which such residence is sited.


                                      B-3
<PAGE>

         (f) The representations of the Grantee as set forth above are true and
complete to the best of the information and belief of the Grantee, and the
Partnership shall be notified promptly of any changes in the foregoing
representations.


                                      B-4



</TEXT>
</DOCUMENT>
