Exhibit 10.1

                                                          BLAKE DAWSON WALDRON
                                                                LAWYERS
                                                          --------------------







                            Underwriting Agreement




                       Reckson Operating Partnership, LP

                     Reckson Australia Management Limited
                              ABN 65 114 294 281

         as responsible entity for the Reckson New York Property Trust

                               ARSN 115 585 709

                           UBS AG, Australia Branch

                              ABN 47 088 129 613

                Citigroup Global Markets Australia Pty Limited
                              ABN 64 003 114 832









                                     Level 36
                              Grosvenor Place
                            225 George Street
                              Sydney NSW 2000      Ref:  SJD MDRV 02 1387 3037
                  Telephone: + 61 2 9258 6000
                        Fax: + 61 2 9258 6999

                         (C) Blake Dawson Waldron 2005




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                                   CONTENTS



1. INTERPRETATION                                                              1

         1.1      Definitions                                                  1
         1.2      Rules for interpreting this agreement                        7
         1.3      Business Days                                                8
         1.4      Success of the Offer                                         8
         1.5      Valid Application                                            8
         1.6      Underwriters' relationship                                   8

2. CONDITIONS PRECEDENT                                                        9

         2.1      Conditions precedent to underwriting                         9
         2.2      Obligations to satisfy conditions                            9
         2.3      Waiver                                                       9
         2.4      Failure to fulfil condition precedent                        9

3. APPOINTMENT AND OBLIGATION TO UNDERWRITE                                   10

         3.1      Appointment                                                 10
         3.2      Agreement to underwrite                                     10
         3.3      Agreement to manage                                         10
         3.4      Several obligations                                         10
         3.5      Sub-underwrite                                              10

4. WARRANTIES, UNDERTAKINGS AND INDEMNITIES                                   10

         4.1      Validity of agreement                                       10
         4.2      Responsible Entity                                          11
         4.3      Independent                                                 11
         4.4      Undertaking                                                 11
         4.5      Repetition                                                  11
         4.6      Indemnity                                                   11
         4.7      Survival                                                    11
         4.8      Reliance                                                    11
         4.9      Cessation of ROP liability                                  11

5. OFFER                                                                      12

         5.1      Making of Offer                                             12
         5.2      Amendment                                                   12
         5.3      Withdrawal of the Offer                                     12
         5.4      Application for quotation                                   12
         5.5      Supplementary Offer Document                                12
         5.6      No other Supplementary Offer Document                       13
         5.7      Warranties about Supplementary Offer Document               13




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6. CONDUCT OF OFFERS                                                          13

         6.1      Support and access                                          13
         6.2      Applications                                                13
         6.3      Notification of Applications                                13
         6.4      Acceptance of Applications                                  14
         6.5      Nomination of Allottees                                     14
         6.6      Allotment of Offer Securities                               14
         6.7      Holding Statements                                          15
         6.8      Prompt Banking of Cheques                                   15
         6.9      Initial Instalment                                          15
         6.10     Records                                                     15
         6.11     Relief of Liability                                         15
         6.12     No Shortfall                                                15

7. SHORTFALL AND ALLOTMENT                                                    15

         7.1      Notice of Shortfall Securities                              15
         7.2      Certificate to accompany notice                             16
         7.3      Certificate Representations and Warranties                  16
         7.4      Facilitation of settlement                                  16
         7.5      Requirement to pay                                          16
         7.6      Liability Extinguished                                      17
         7.7      Allotment of Securities                                     17

8. Final instalment                                                           17

         8.1      Request for Payment of Final Instalment                     17
         8.2      Notice of Unpaid Instalments                                17
         8.3      Cancellation of Forfeiture                                  18
         8.4      Certificate to accompany notice                             18
         8.5      Underwriting of Instalment Shortfall Units                  18
         8.6      Liability of the Responsible Entity                         18
         8.7      Notification of assignment of rights                        19
         8.8      Assignment of rights                                        19
         8.9      Liability extinguished                                      19

9. FEES, COSTS AND EXPENSES                                                   19

         9.1      Payment of fees                                             19
         9.2      Costs and expenses                                          20
         9.3      Costs on termination                                        20
         9.4      Set off                                                     21

10. EVENTS OF TERMINATION                                                     21

         10.1     Right of termination                                        21
         10.2     Exercise of rights                                          25
         10.3     Right of termination after Allotment Date                   25
         10.4     Claims                                                      26




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         10.5     Notification                                                26
         10.6     Effect of termination                                       26

11. ADVERTISING AND PUBLIC ANNOUNCEMENTS                                      27

         11.1     Promotion of Offer                                          27
         11.2     Responsibility for promotion                                28
         11.3     Disclosure                                                  28

12. ACCESS TO INFORMATION                                                     28

         12.1     Access and information                                      28
         12.2     ASX and ASIC                                                28
         12.3     Due diligence materials                                     29

13. ACKNOWLEDGMENTS                                                           29

         13.1     Acknowledgments                                             29
         13.2     Agreements                                                  29

14. GST                                                                       30

         14.1     Definitions                                                 30
         14.2     GST payable in addition to fees                             30
         14.3     GST on claims and expenses                                  30

15. NOTICES                                                                   31

         15.1     How to give a notice                                        31
         15.2     When a notice is given                                      31
         15.3     Address for notices                                         31

16. AMENDMENT AND ASSIGNMENT                                                  32

         16.1     Amendment                                                   32
         16.2     Assignment                                                  32

17. GENERAL                                                                   32

         17.1     Governing law                                               32
         17.2     Giving effect to this agreement                             32
         17.3     Waiver of rights                                            32
         17.4     Operation of this agreement                                 33
         17.5     Inconsistency with other documents                          33
         17.6     Time is of the essence                                      33
         17.7     Counterparts                                                33
         17.8     Attorneys                                                   33
         17.9     Responsible Entity                                          33
         17.10    Indemnities                                                 34




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Schedule
1        CERTIFICATE                                                          35
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2        WARRANTIES                                                           37
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3        INDEMNITY                                                            44
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4        TIMETABLE                                                            51
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                            UNDERWRITING AGREEMENT

DATE              12 August 2005

PARTIES

         Reckson Operating Partnership, LP  (ROP)

         Reckson Australia Management Limited ABN 65 114 294 281 (the
         Responsible Entity) as responsible entity for the Reckson New York
         Property Trust ARSN 115 585 709.

         UBS AG, Australia Branch ABN 47 088 129 613 (UBS)

         Citigroup Global Markets Australia Pty Limited ABN 64 003 114 832
         (Citigroup)

RECITALS

A.       The Responsible Entity is the responsible entity of the Trust and
         proposes to make the Offer.

B.       ROP is the controller of the Responsible Entity, and has agreed to
         enter into this agreement at the request of the Underwriters.

C.       The Underwriters have agreed to underwrite:

         (a) subscriptions of the Initial Instalment for the Offer Securities;
             and

         (b) payment of the Final Instalment on the Allotted Units,

         on the terms and conditions set out in this agreement.

OPERATIVE PROVISIONS

1.       INTERPRETATION

1.1      Definitions

         The following definitions apply in this agreement.

         Allotment Date means the date specified as such in the Timetable as
         varied, if at all pursuant to clause 5.2.

         Allotted Units means the number of Offer Securities to be allotted
         pursuant to the Offer Document.

         Application means:

         (a) an application for Offer Securities made on a duly completed
             Application Form; and

         (b) an Institutional Application.


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         Application Form means the application form attached to or
         accompanying the Offer Document, in the form agreed by the parties
         and initialled by them on the date of this agreement for the purposes
         of identification.

         ASIC means the Australian Securities and Investments Commission.

         ASX means Australian Stock Exchange Limited ABN 98 008 624 691.

         Authorisation means:

         (a) an authorisation, consent, declaration, exemption, notarisation
             or waiver, however it is described; and

         (b) in relation to anything that could be prohibited or restricted by
             law if a Government Agency acts in any way within a specified
             period, the expiry of that period without that action being taken,

         including any renewal or amendment.

         Business Day has the meaning given to that expression by the Listing
         Rules.

         Call Date means the date specified as such in the Timetable, as
         varied if at all, pursuant to clause 5.2.

         Call Option has the meaning given to the term "Option Agreement" in
         the Offer Document.

         Certificate means a certificate in the form of schedule 1 (or in such
         other form agreed between the Responsible Entity and the
         Underwriters) executed by two directors or a director and secretary
         of the Responsible Entity.

         CHESS has the meaning given to that expression in the Listing Rules.

         Claim means, in relation to any person, a claim, action, proceeding
         or demand made against the person, however arising, and whether
         present or future, fixed or unascertained, actual or contingent.

         Closing Date means the date specified as such in the Timetable, as
         varied, if at all, pursuant to clause 5.2.

         Corporations Act means the Corporations Act 2001 (Cth).

         Debt Facilities means any debt facilities entered into by US REIT, US
         LLC or any subsidiary of US LLC or in connection with any of the
         Properties, as contemplated in the Offer Document.

         Due Diligence Committee means the Due Diligence Committee established
         to undertake due diligence investigations and enquiries on behalf of
         the Responsible Entity, its directors, the Underwriters and others in
         connection with the Offer and the preparation of the Offer Document.


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         Due Diligence Program means the due diligence and verification
         procedures planned and reviewed by the Due Diligence Committee in
         relation to the Offer and the Offer Document.

         Due Diligence Report means the report of the Due Diligence Committee
         to the directors of the Responsible Entity and to the members of the
         Due Diligence Committee in connection with the Offer and the Offer
         Document including all supporting documents and other work papers to
         which the Underwriters are given access for the purposes of due
         diligence investigations described in the Planning Memorandum
         relating to the preparation of the Offer Document.

         Due Diligence Results means the results of the investigations which
         make up the Due Diligence Program.

         Event of Termination means an event entitling an Underwriter to
         terminate this agreement as provided in clause 10.

         Final Instalment means $0.35

         Final Instalment Payment Date means the date specified as such in the
         Timetable, as varied, if at all, under clause 5.2.

         Foreign Exchange Hedging Contracts means the ISDA swap documents
         which hedge the foreign exchange risk of the Responsible Entity
         entered into on or about the date of this agreement with each of the
         Underwriters or their related bodies corporate.

         Government Agency means:

         (a) a government or government department or other body;

         (b) a governmental, semi-governmental or judicial person; or

         (c) a person (whether autonomous or not) who is charged with the
             administration of a law.

         Indemnified Claim means any Loss directly or indirectly suffered by,
         or Claim made against, an Indemnified Party in respect of which an
         Indemnified Party is entitled to be indemnified under paragraph 1 of
         schedule 3.

         Indemnified Party has the meaning given to that term in schedule 3.

         Initial Instalment means $0.65.

         Initial Offer Proceeds means the amount calculated by multiplying the
         Initial Instalment by the number of Allotted Units.

         Instalment Proceeds means the amount calculated by multiplying the
         Final Instalment by the number of Allotted Units.

         Instalment Shortfall Sale Date means the date specified as such in
         the Timetable as varied, if at all, under clause 5.2.


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         Instalment Shortfall Units has the meaning given to that term in
         clause 8.2.

         Institutional Application means an offer acceptance advice in respect
         of Offer Securities in the form approved by the Underwriters which is
         returned by an Institutional Investor to the Underwriters to confirm
         its acceptance of the number of Offer Securities allocated to it by
         the Underwriters and the terms on which those Offer Securities are
         allocated to it.

         Institutional Investor means a person to whom an offer of Offer
         Securities may be made without the lodgement of a product disclosure
         statement under the Corporations Act.

         Institutional Offer Securities means that number of Offer Securities
         in respect of which the Responsible Entity is taken to have received
         Valid Applications from Institutional Investors (other than
         Participating Brokers) which are allocated by the Underwriters to
         those Institutional Investors (other than Participating Brokers).

         Institutional Proceeds means the number of Institutional Offer
         Securities multiplied by the Initial Instalment.

         Issue Price means $1.00.

         Listing Rules means the Listing Rules of ASX (including the ASTC
         Settlement Rules, the ASX Market Rules and the ACH Clearing Rules) as
         waived or modified by ASX in respect of the Responsible Entity, the
         Trust or the Offer, in any particular case.

         LLC Agreement has the meaning given to that term in the Offer
         Document.

         Lodgement Date means the date specified as such in the Timetable as
         varied, if at all, pursuant to clause 5.2.

         Loss means, in relation to a person, a damage, loss, cost, expense or
         liability incurred by the person, however arising and whether present
         or future, fixed or unascertained, actual or contingent.

         LSE means the London Stock Exchange

         LSE Trading Day means a day on which LSE is open for trading.

         Mandate Letter means the letter agreement between the Underwriters
         and Reckson Associates dated on or about 26 July 2005.

         Market Price has the meaning given to that expression in the Scheme
         Constitution.

         NYSE means the New York Stock Exchange.

         NYSE Trading Day means a day on which NYSE is open for trading.

         Offer means the invitation to subscribe for Offer Securities to raise
         the Offer Amount made pursuant to the Offer Document.

         Offer Amount is AUD$263,413,889.


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         Offer Document means the product disclosure statement to be issued by
         the Responsible Entity in relation to the Offer in a form approved by
         the Underwriters (acting reasonably) and initialled for the purposes
         of identification by the Responsible Entity and the Underwriters (as
         modified, to the extent applicable, by any Supplementary Offer
         Document).

         Offer Securities means the Units the subject of the Offer.

         Opening Date means the date, specified as such in the Timetable as
         varied, if at all, under clause 5.2.

         Pathfinder Document means the advanced copies of the Offer Document
         provided to the Underwriters for distribution to prospective
         sub-underwriters and Institutional Investors under clause 6.1.

         Participating Broker means those participating organisations of ASX
         selected by the Underwriters to participate in the Offer.

         Planning Memorandum means the memorandum describing the Due Diligence
         Program adopted by the Due Diligence Committee in relation to the
         Offer and the Offer Document.

         Prescribed Occurrence means, in relation to a person, the events set
         out in section 652C of the Corporations Act but substituting that
         person for "target" and "equity interests" for "shares" and provided
         that:

         (a) the issue of Offer Securities pursuant to the Offer; and

         (b) the issue of Units by the Trust

         shall not constitute a Prescribed Occurrence.

         Properties has the meaning given to that term in the Offer Document.

         Publication has the meaning given to that term in paragraph (d) of
         Part 2 of schedule 2.

         Reckson Associates means Reckson Associates Realty Corp.

         Relevant Index means the S&P/ASX 200 Index and the S&P/ASX 200
         Property Index.

         Sale Agreement has the meaning given to the term "Sale Agreement" in
         the Offer Document.

         Scheme Constitution means the constitution constituting the Trust.

         Settlement Date means the date specified as such in the Timetable as
         varied, if at all, pursuant to clause 5.2.

         Shortfall Amount means the amount which equals the Initial Instalment
         multiplied by the number of Shortfall Securities.


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         Shortfall Notification Date means the date specified as such in the
         Timetable as varied, if at all, pursuant to clause 5.2.

         Shortfall Securities has the meaning given to that term in clause
         7.1.

         Starting Level means in respect of a Relevant Index the level of that
         index as at the close of business on the Business Day prior to the
         date of this agreement.

         Supplementary Offer Document means any supplementary or replacement
         product disclosure statement to the Offer Document lodged with ASIC
         in connection with the Offer.

         Tax means a tax, levy, duty, charge, deduction or withholding,
         however it is described, that is imposed by a Government Agency,
         together with any related interest, penalty, fine or other charge,
         other than one that is imposed on taxable income.

         Timetable means the timetable for the Offer set out in schedule 4 as
         varied, if at all, pursuant to clause 5.2.

         Transaction means the transactions contemplated by the Transaction
         Documents.

         Transaction Documents means the Sale Agreement, the Debt Facilities,
         the Foreign Exchange Hedging Contracts, the LLC Agreement, the Call
         Option and any other agreements entered into by the Responsible
         Entity, US REIT or US LLC in connection with the establishment of the
         Trust or the acquisition, as contemplated by the Offer Document.

         Trust means the Reckson New York Property Trust ARSN 115 585 709
         which is a managed investment scheme registered under Part 5C of the
         Corporations Act.

         Underwriter means each of UBS and Citigroup and Underwriters means
         both of UBS and Citigroup.

         Underwritten Period means the period commencing on the date of this
         agreement and ending on the Instalment Shortfall Sale Date.

         Unit means an ordinary unit in the Trust.

         Unpaid Instalment Amount has the meaning given to that term in clause
         8.2.

         Unpaid Instalment Notice has the meaning given to that term in clause
         8.2.

         US LLC has the meaning given to that term in the Offer Document.

         US REIT has the meaning given to that term in the Offer Document.

         Valid Application has the meaning given to that term in clause 1.5.

         Verification Material means the contents of the file maintained by
         the Due Diligence Committee being the documents and information
         provided in verification of statements made in the Offer Document.


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1.2   Rules for interpreting this agreement

      Headings are for convenience only, and do not affect interpretation. The
      following rules also apply in interpreting this agreement, except where
      the context makes it clear that a rule is not intended to apply.

      (a)   A reference to:

            (i)   legislation (including subordinate legislation) is to that
                  legislation as amended, re-enacted or replaced, and includes
                  any subordinate legislation issued under it;

            (ii)  a document, deed or agreement, or a provision of a document,
                  deed or agreement, is to that document, deed, agreement or
                  provision as amended, supplemented, replaced or novated;

            (iii) a party to this agreement or to any other document or
                  agreement includes a permitted substitute or a permitted
                  assign of that party;

            (iv)  a person includes any type of entity or body of persons,
                  whether or not it is incorporated or has a separate legal
                  identity, and any executor, administrator or successor in
                  law of the person;

            (v)   anything (including a right, obligation or concept) includes
                  each part of it; and

            (vi)  a date or time means to that date or time in Sydney.

      (b)   A singular word includes the plural, and vice versa.

      (c)   A word which suggests one gender includes the other genders.

      (d)   If a word is defined, another part of speech has a corresponding
            meaning.

      (e)   If an example is given of anything (including a right, obligation
            or concept), such as by saying it includes something else, the
            example does not limit the scope of that thing.

      (f)   The word "agreement" includes an undertaking or other binding
            arrangement or understanding, whether or not in writing.

      (g)   The words "subsidiary", "holding company" and "related body
            corporate" have the same meanings as in the Corporations Act.

      (h)   References to "applicable law" include all applicable laws of
            jurisdictions within or outside Australia (including any State or
            Federal law of the United States of America) and includes the
            Listing Rules and policies, guidelines, official directives or
            requests of or by any Government Agency, whether or not having the
            force of law.


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1.3   Business Days

      If the day on or by which a person must do something under this
      agreement is not a Business Day:

      (a)   if the act involves a payment that is due on demand, the person
            must do it on or by the next Business Day; and

      (b)   in any other case, the person must do it on or by the previous
            Business Day (unless it is to occur contemporaneously with a
            payment which is to be made on the next Business Day under the
            preceding paragraph, in which case it will occur on that next
            Business Day).

1.4   Success of the Offer

      For the purposes of this agreement, the effect of any matter on the
      success of the Offer is determined by assessing the likely effect of
      that matter on a decision of an investor to invest in the Offer
      Securities as if that decision to invest were made after the occurrence
      of that matter and not by considering the number and extent of
      applications for Offer Securities received before the occurrence of that
      matter.

1.5   Valid Application

      For the purposes of this agreement a Valid Application in respect of an
      Offer Security is taken to have been received by the Responsible Entity
      if:

      (a)   in the case of an application which is not an Institutional
            Application, it is made on a duly completed Application Form and
            submitted in accordance with the Offer Document before 5.00 p.m.
            on the Closing Date and the Responsible Entity receives the First
            Instalment in cleared funds by 5.00 p.m. on the Closing Date; and

      (b)   in the case of an Institutional Application it is made by an
            Institutional Investor (other than a Participating Broker) who has
            been allocated that Offer Security by the Underwriters and that
            Institutional Investor has returned a duly completed Institutional
            Application in respect of that Offer Security to the Underwriters
            by the time specified by the Underwriters which includes those
            details necessary to permit delivery versus payment to occur
            through CHESS in respect of that Offer Security on the Settlement
            Date.

1.6   Underwriters' relationship

      (a)   An obligation of an Underwriter under this agreement (including an
            obligation to pay) is several on a 50:50 basis and not joint or
            joint and several.

      (b)   A right of an Underwriter under this agreement is held by that
            Underwriter severally and each Underwriter may exercise its
            rights, powers and benefits under this agreement individually.

      (c)   Where the consent or approval of an Underwriter is required under
            this agreement, that consent or approval must be obtained from
            each Underwriter (other than an


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            Underwriter which has given a notice under clause 8 to terminate
            its obligations under this agreement).

      (d)   Nothing contained or implied in this agreement constitutes an
            Underwriter the partner, agent, or representative of the other
            Underwriter for any purpose or creates any partnership, agency or
            trust between the Underwriters, and neither Underwriter has any
            authority to bind the other in any way.

      (e)   Any reference to the Underwriter in this agreement is a reference
            to each Underwriter separately, so that (for example) a
            representation, warranty or undertaking is given by each of them
            separately.

2.    CONDITIONS PRECEDENT

2.1   Conditions precedent to underwriting

      The obligations of the Underwriters to underwrite subscriptions of the
      Initial Instalment for the Offer Securities and payment of the Final
      Instalment on the Allotted Units under this agreement do not become
      binding unless each of the following conditions is fulfilled (or waived
      under clause 2.3):

      (a)   the Offer Document being lodged with ASIC on or before 9.00am on
            the Lodgement Date in a form and substance satisfactory to the
            Underwriters (acting reasonably);

      (b)   the investigations conducted in accordance with the Due Diligence
            Program being completed to the satisfaction of the Joint Lead
            Managers (acting reasonably) on or before 9.00am on the Lodgement
            Date;

      (c)   delivery of the Due Diligence Report to the directors of the
            Responsible Entity in a form and substance satisfactory to the
            Underwriters and signed by each member of the Due Diligence
            Committee on or before 9.00 am on the Lodgement Date; and

      (d)   receipt by each member of the Due Diligence Committee of adviser's
            reports and opinions referred to in Attachment 4 of the Planning
            Memorandum on or before 9.00 am on the Lodgement Date.

2.2   Obligations to satisfy conditions

      The Responsible Entity must use its best endeavours to satisfy the
      conditions referred to in clause 2.1.

2.3   Waiver

      The Underwriters alone may waive any or all of the conditions referred
      to in clause 2.1 by giving notice in writing to the Responsible Entity
      to that effect.

2.4   Failure to fulfil condition precedent

      If the conditions referred to in clause 2.1 are not fulfilled (or waived
      under clause 2.3) by the time specified in that condition or such later
      time (as agreed by the Underwriters) then


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      this agreement (other than clauses 4.6, 9, 13, 14, 15, 16 and 17(except
      17.2) is at an end as to its future operation except for the enforcement
      of any right or claim which arises on or has arisen before this
      agreement comes to an end.

3.    APPOINTMENT AND OBLIGATION TO UNDERWRITE

3.1   Appointment

      The Responsible Entity appoints the Underwriters as the underwriters of
      the Offer on the terms and conditions of this agreement and the
      Underwriters accept that appointment.

3.2   Agreement to underwrite

      The Underwriters agree to underwrite:

      (a)   subscriptions of the Initial Instalment for the Offer Securities;
            and

      (b)   payment of the Final Instalment on the Allotted Units,

      on the terms and conditions of this agreement.

3.3   Agreement to manage

      The Underwriters agree to act as joint lead managers and bookrunners of
      the Offer and assist the Responsible Entity, in a professional and
      diligent manner, in the successful conduct of the Offer.

3.4   Several obligations

      The obligations of each of the Underwriters under clause 3.2 to
      underwrite:

      (a)   subscriptions of the Initial Instalment for the Offer Securities;
            and

      (b)   payment of the Final Instalment on the Allotted Units,

      shall be several and not joint, with each Underwriter being obliged to
      underwrite subscriptions for 50% of the Shortfall Amount and 50% of the
      Unpaid Instalment Amount.

3.5   Sub-underwrite

      The Underwriters may at any time appoint sub-underwriters to
      sub-underwrite subscriptions for the Offer Securities.

4.    WARRANTIES, UNDERTAKINGS AND INDEMNITIES

4.1   Validity of agreement


      Each party, in respect of itself, represents and warrants to each other
      party each of the matters set out in part 1 of schedule 2.


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4.2   Responsible Entity

      The Responsible Entity represents, warrants and undertakes to the
      Underwriters each of the matters set out in part 2 of schedule 2.

4.3   Independent

      Each of the paragraphs set out in schedule 2 shall be construed
      independently and no paragraph shall be limited by implications arising
      from any other paragraphs.

4.4   Undertaking

      (a)   Each of the Responsible Entity and ROP undertakes to the
            Underwriters that it will notify the Underwriters immediately if
            it becomes aware of a breach of any representation or warranty
            under clause 4.1 relating to it, and of any representation or
            warranty under clause 4.2.

      (b)   Each of the Underwriters undertakes to the Responsible Entity and
            ROP that it will notify the Responsible Entity and ROP immediately
            if it becomes aware of a breach of any representation or warranty
            under clause 4.1 relating to it.

4.5   Repetition

      Each representation and warranty given by a party under this clause 4
      shall be deemed to have been repeated by that party on each day before
      the Allotment Date and on the Allotment Date and on each day before the
      Instalment Shortfall Sale Date and on the Instalment Shortfall Sale Date
      as if made with respect to the facts and circumstances then existing.

4.6   Indemnity

      Each of the Responsible Entity and ROP indemnifies each of the
      Indemnified Parties on the terms and conditions set out in schedule 3.

4.7   Survival

      The representations, warranties and indemnities given by a party under
      this agreement shall not merge upon completion of the transactions
      contemplated by this agreement.

4.8   Reliance

      Each party acknowledges that the others are entering into this agreement
      in reliance on the representations, warranties and undertakings in this
      clause 4.

4.9   Cessation of ROP liability

      ROP ceases to be liable for any Claims that may be made against it under
      this agreement after the third anniversary of the date of this
      agreement. Nothing in this clause affects the rights of the Underwriters
      to make Claims against the Responsible Entity.


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                                                                           11.
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5.    OFFER

5.1   Making of Offer

      Subject to clause 5.3, the Responsible Entity must offer the Offer
      Securities for subscription in accordance with this agreement, the Offer
      Document, the Timetable, the Scheme Constitution, the Listing Rules, the
      Corporations Act and all other applicable laws.

5.2   Amendment

      The Timetable may be amended by the Responsible Entity with the consent
      of:

      (a)   the Underwriters; and

      (b)   ASX, if required by the Listing Rules or the Corporations Act.

5.3   Withdrawal of the Offer

      The Responsible Entity may withdraw or not proceed with the Offer.
      Nothing in this clause affects the Underwriters' right to terminate
      their obligations under this agreement under clause 10.1(a)(x) of this
      agreement.

5.4   Application for quotation

      The Responsible Entity must within the time required by section 1013H of
      the Corporations Act apply for:

      (a)   the Trust to be admitted to the official list of ASX; and

      (b)   the Offer Securities to be granted official quotation on ASX,

      and thereafter use its best endeavours to procure that the Trust is
      admitted to the official list of ASX and official quotation is granted
      to the Offer Securities by the Allotment Date.

5.5   Supplementary Offer Document

      Without prejudice to the Underwriters' rights under clause 9, if before
      the Allotment Date:

      (a)   there is a misleading or deceptive statement in the Offer Document
            or any Supplementary Offer Document; or

      (b)   there is an omission from the Offer Document or any Supplementary
            Offer Document of material required by the Corporations Act to be
            included; or

      (c)   there is a new circumstance that:

            (i)   has arisen since the Offer Document or any Supplementary
                  Offer Document was lodged; and

            (ii)  would have been required by the Corporations Act to be
                  included in the Offer Document or Supplementary Offer
                  Document if it has arisen before the relevant document was
                  lodged,


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                                                                           12.
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      the Responsible Entity must immediately notify the Underwriters of that
      statement, omission or circumstance and must lodge a Supplementary Offer
      Document (in a form approved in writing by the Underwriters, such
      approval not to be unreasonably withheld or delayed) in respect of that
      statement, omission or circumstance as soon as practicable afterwards
      and otherwise comply with the Corporations Act. Following the lodgement
      of any Supplementary Offer Document the Responsible Entity must
      immediately take all action in respect of the Supplementary Offer
      Document as may reasonably be required by the Underwriters (including
      publication of the Supplementary Offer Document in a national newspaper
      and dispatching copies of the Supplementary Offer Document to all
      recipients of the Offer Document).

5.6   No other Supplementary Offer Document

      Other than pursuant to clause 5.5, the Responsible Entity must not lodge
      or reissue a Supplementary Offer Document without the prior written
      consent of the Underwriters (such consent not to be unreasonably
      withheld or delayed).

5.7   Warranties about Supplementary Offer Document

      The warranties given by the Responsible Entity and ROP under clause 4 in
      relation to the issue and contents of the Offer Document and conduct
      relating to the Offer shall apply equally to any Supplementary Offer
      Document.

6.    CONDUCT OF OFFERS

6.1   Support and access

      The Responsible Entity and ROP must provide the support of, and access
      to, the senior executives of the Responsible Entity and ROP to the
      extent reasonably required by the Underwriters in the appointment of any
      sub-underwriters and in marketing of the Offer, including providing
      advanced copies of drafts of the Offer Document to the Underwriters for
      distribution (with the prior approval of the Responsible Entity ) to
      prospective sub-underwriters and Institutional Investors and a marked
      copy of the lodged version of the Offer Document showing all changes
      from the draft provided by the Underwriters to prospective
      sub-underwriters and Institutional Investors.

6.2   Applications

      Each application for Offer Securities must be made on an Application
      Form or be an Institutional Application.

6.3   Notification of Applications

      (a)   Subject to paragraph (b) and (c), the Responsible Entity must
            notify the Underwriters once every Business Day of:

            (i)   the number of Applications (and the number of Offer
                  Securities to which those Applications relate) received on
                  the previous Business Day;


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                                                                           13.
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            (ii)  the number of Applications received on the previous Business
                  Day which are not Valid Applications and the grounds on
                  which the Responsible Entity believes the Application is not
                  valid;

            (iii) the identity of the persons from whom an Application has
                  been received on the previous Business Day; and

            (iv)  the aggregate of the Initial Instalments received from each
                  applicant on the previous Business Day.

      (b)   Clause 6.3(a) does not apply in respect of Applications which are
            processed electronically by Participating Brokers via the delivery
            versus payment system. In this case, the Responsible Entity must
            only notify the Underwriters once every Business Day of the
            aggregate number of Applications (and the aggregate number of
            Offer Securities to which those Applications relate) which were
            processed electronically by each Participating Broker via the
            delivery versus payment system on the previous Business Day.

      (c)   Clause 6.3(a) and (b) only apply to Applications which are not
            Institutional Applications.

      (d)   The Underwriters have the right to review Applications which are
            not Valid Applications.

6.4   Acceptance of Applications

      (a)   Subject to paragraph (b) the Responsible Entity must accept each
            Valid Application for Offer Securities which it is taken to have
            received.

      (b)   The Responsible Entity is not required to accept Applications for
            Offer Securities under subparagraph (a) which exceed the number of
            Offer Securities available once the Offer Amount is determined or
            where the acceptance of the relevant Application would be contrary
            to the allocation policy set out in the Offer Document.

6.5   Nomination of Allottees

      The Responsible Entity acknowledge that the Underwriters, after
      consultation with the Responsible Entity, have the right to nominate the
      allottees of all Offer Securities in their absolute discretion subject
      to complying with the allocation policy set out in the Offer Document.

6.6   Allotment of Offer Securities

      The Responsible Entity must allot and issue the Offer Securities (which
      are not Institutional Offer Securities) in respect of which it is taken
      to have received Valid Applications on the Allotment Date in accordance
      with the allotment procedure described in the Offer Document.


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                                                                           14.
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6.7   Holding Statements

      The Responsible Entity must dispatch a new holding statement in respect
      of the Offer Securities issued pursuant to the Offer in accordance with
      the Corporations Act and the Listing Rules as soon as practicable.

6.8   Prompt Banking of Cheques

      The Responsible Entity must promptly bank for collection all cheques
      accompanying Applications received by it. The Responsible Entity must at
      its cost arrange for payments to be cleared (or, if clearance is to be
      refused, for that to occur) by the relevant financial institutions on
      which the payment is drawn.

6.9   Initial Instalment

      The Responsible Entity must comply with section 1017E of the
      Corporations Act in respect of the Initial Instalment received by it in
      respect of any Offer Security.

6.10  Records

      The Responsible Entity must maintain (and permit the Underwriters to
      inspect at any reasonable time) accurate records of the receipt of
      Applications, the banking of the Initial Instalments received by it, the
      processing of Applications and the dispatch of holding statements in
      respect of the Offer Securities issued pursuant to the Offer.

6.11  Relief of Liability

      All Valid Applications which the Responsible Entity is taken as having
      received will go towards relieving the liability of the Underwriters
      under this agreement to underwrite subscriptions of the Initial
      Instalment for the Offer Securities.

6.12  No Shortfall

      If by 5:00pm on the Closing Date, Valid Applications are taken to have
      been received by the Responsible Entity in respect of that number of
      Offer Securities which if issued at the Issue Price would raise the
      Offer Amount, the Underwriters' liability under this agreement to
      underwrite subscriptions of the Initial Instalment for the Offer
      Securities is extinguished.

7.    SHORTFALL AND ALLOTMENT

7.1   Notice of Shortfall Securities

      If, as at 5:00pm on the Closing Date, the Responsible Entity has not
      received Valid Applications in respect of all of the Allotted Units, the
      Responsible Entity must by 5:00pm on the Shortfall Notification Date (or
      such longer period agreed in writing by the Underwriters), give a
      written notice to the Underwriters (the Shortfall Notice) specifying the
      number of Allotted Units in respect of which Valid Applications have not
      been received (Shortfall Securities).


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                                                                           15.
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7.2   Certificate to accompany notice

      The Responsible Entity must give a Certificate to the Underwriters by
      5:00pm on the Business Day before the Settlement Date. The obligations
      of the Underwriters under clause 7.5 are subject to and conditional on,
      the Responsible Entity delivering such Certificate to the Underwriters.

7.3   Certificate Representations and Warranties

      The Responsible Entity represents and warrants in giving the Certificate
      that:

      (a)   the Shortfall Notice specifying the number of Allotted Units for
            which Valid Applications were not received is true and accurate as
            at the date of the Shortfall Notice; and

      (b)   the Certificate delivered to the Underwriters shall be true and
            accurate in respect of events and circumstances applicable as at
            the Closing Date,

      and the Responsible Entity further undertakes to notify the Underwriters
      of any change in a material respect in any of the matters set out in the
      Certificate as soon as practicable after such change becomes known to
      the Responsible Entity if such change occurs before the extinguishment
      of the Underwriters' liability under this agreement.

7.4   Facilitation of settlement

      The Responsible Entity must do, and must cause its security registrar to
      do, everything required on its or the registrar's part to facilitate
      settlement of the Allotted Units occurring on a delivery versus payment
      basis through CHESS on the Settlement Date, and must appoint the
      Underwriters (or their nominee) as the Responsible Entity's agent to act
      on its behalf in relation to such settlement.

7.5   Requirement to pay

      Unless:

      (a)   this document has been rescinded or terminated under clause 2 or
            in accordance with clause 10 before 10:00am on the Settlement
            Date; or

      (b)   the Responsible Entity has not complied with its obligations under
            clause 7.2,

      each Underwriter must on or before 10:00am on the Settlement Date:

      (a)   pay to the Responsible Entity, or procure payment to the
            Responsible Entity, of 50% of the Institutional Proceeds; and

      (b)   subscribe, or procure subscription of, 50% of the Shortfall Amount
            for 50% of the Shortfall Securities,

      (less any amount which the Underwriters are entitled to set off at that
      time under clause 9.4).


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                                                                           16.
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7.6   Liability Extinguished

      Upon clause 7.5 being complied with by an Underwriter, the liability of
      that Underwriter under this agreement with respect to underwriting
      subscriptions of the Initial Instalment for the Offer Securities shall
      cease and be extinguished.

7.7   Allotment of Securities

      Not later than 1 Business Day after the date on which the Responsible
      Entity receives:

      (a)   the Institutional Proceeds in accordance with clause 7.5; and

      (b)   subscription of the Shortfall Amount for the Shortfall Securities
            in accordance with clause 7.5,

      the Responsible Entity must allot the Institutional Offer Securities and
      the Shortfall Securities to the subscribers for those Institutional
      Offer Securities and Shortfall Securities, as directed by the
      Underwriters.

8.    FINAL INSTALMENT

8.1   Request for Payment of Final Instalment

      The Responsible Entity must ensure that payment of the Final Instalment
      is requested from the holders of the Units by the Call Date and in
      accordance with the Timetable and in compliance with the Offer Document,
      the Scheme Constitution, the Listing Rules, the Corporations Act and all
      other applicable laws.

8.2   Notice of Unpaid Instalments

      Not later than 7 Business Days after the Instalment Payment Date, the
      Responsible Entity must give a written notice to the Underwriters (the
      Unpaid Instalment Notice) specifying:

      (a)   the number of Allotted Units in respect of which the Final
            Instalment has not been received by the Responsible Entity and
            which the Responsible Entity proposes to sell under the forfeiture
            provisions of the Scheme Constitution (the Instalment Shortfall
            Units);

      (b)   the aggregate amount of the unpaid Final Instalments in respect of
            the Instalment Shortfall Units (the amount so specified being the
            Unpaid Instalment Amount);

      (c)   subject to paragraph (d), the proposed date (Instalment Shortfall
            Sale Date) for the sale of the Instalment Shortfall Units which
            must be through the market operated by ASX and be a date not later
            than 6 weeks after the Instalment Payment Date;

      (d)   if the Responsible Entity must sell the Instalment Shortfall Units
            at public auction as required by the Corporations Act (as modified
            by any ASIC instrument), the Responsible Entity must use its best
            endeavours to organise a public auction to be held as soon as
            practicable and no later than 6 weeks after the Instalment Payment
            Date and must in the Unpaid Instalment Notice give the
            Underwriters notice of the


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                                                                           17.
<PAGE>


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            date, place and time of the public auction (in which case such
            date will be the Instalment Shortfall Sale Date).

      For the avoidance of doubt, the reference to Allotted Units in
      subparagraph (a) of this clause is only to those Units which are offered
      for subscription under the Offer Document and which are allotted on the
      Allotment Date.

8.3   Cancellation of Forfeiture

      The Responsible Entity must immediately notify the Underwriters in
      writing if at any time before the Instalment Shortfall Sale Date the
      forfeiture of an Instalment Shortfall Unit is cancelled in accordance
      with the Scheme Constitution and must advise the Underwriters of the
      revised number of Instalment Shortfall Units and the revised Unpaid
      Instalment Amount. For the purposes of this agreement the number of
      Instalment Shortfall Units and the Unpaid Instalment Amount at any time
      is the number of Instalment Units and the Unpaid Instalment Amount most
      recently advised to the Underwriters under this clause 8.3.

8.4   Certificate to accompany notice

      The Responsible Entity must give a Certificate to the Underwriters at
      the same time as it gives the Instalment Shortfall Notice under clause
      8.2. The obligations of the Underwriters under clause 8.5 are subject to
      and conditional on the Responsible Entity delivering the Certificate to
      the Underwriters.

8.5   Underwriting of Instalment Shortfall Units

      Subject to the Responsible Entity satisfying its obligations under
      clause 8.1, 8.2 and 8.4, unless this agreement has been rescinded or
      terminated under clause 2 or clause 10 on or before the Instalment
      Shortfall Sale Date, each Underwriter must:

      (a)   place offers through SEATS for 50% of the Instalment Shortfall
            Units (credited with the Final Instalment as paid) at a price at
            least equal to the Final Instalment for each such Instalment
            Shortfall Unit; or

      (b)   attend the public auction and there offer to purchase, and
            purchase (in cleared funds) if the offer is accepted, 50% of all
            the Instalment Shortfall Units (credited with the Final Instalment
            paid) for an amount at least equal to the Final Instalment for
            each such Instalment Shortfall Unit,

      as the case may be.

8.6   Liability of the Responsible Entity

      (a)   The parties acknowledge it is possible that an Underwriter may
            purchase an Instalment Shortfall Unit under clause 8.5 at a price
            which is more than the Market Price of the Unit (in respect of
            which the Final Instalment has been paid).

      (b)   For the purposes of rule 6.16 of the Scheme Constitution, the
            Responsible Entity is liable to an Underwriter in respect of each
            Unit purchased by that Underwriter in accordance with clause 8.5
            at a price which is more than the Market Price for the


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                                                                           18.
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            Unit (in respect of which the Final Instalment has been paid or
            credited) for an amount equal to the difference between:

            (i)   the Market Price of the Unit (in respect of which the Final
                  Instalment has been paid); and

            (ii)  the price paid by the Underwriter for the Unit up to a
                  maximum of the amount of the Final Instalment.

8.7   Notification of assignment of rights

      Where an Underwriter purchases the Instalment Shortfall Units under
      clause 8.5 at a price per Unit which is more than the Market Price of a
      Unit (as contemplated by clause 8.6) the Underwriter may, within 15
      Business Days of the purchase under clause 8.5, notify the Responsible
      Entity that it requires the Responsible Entity to assign some or all of
      its rights against former holders of the Units to that Underwriter under
      rule 6.16 of the Scheme Constitution and if the Underwriter does not
      notify the Responsible Entity in accordance with this clause, the
      Responsible Entity's liability to that Underwriter under clause 8.6
      shall cease on the expiry of that 15 Business Day period.

8.8   Assignment of rights

      Upon receipt of a notice under clause 8.7, the Responsible Entity must:

      (a)   assign (at law) to that Underwriter such of its rights against the
            former holders of the Units under rule 6.16 of the Scheme
            Constitution as are specified in the notice and upon doing so the
            Responsible Entity's liability to that Underwriter under clause
            8.6 ceases; and

      (b)   give to that Underwriter all such assistance as is necessary to
            enable the Underwriter to enforce those rights.

8.9   Liability extinguished

      Upon clause 8.5 being complied with by an Underwriter or the Responsible
      Entity failing to provide an Unpaid Instalment Notice or Certificate in
      accordance with clause 8.2 or 8.4, the liability of that Underwriter
      under this agreement with respect to underwriting the payment of the
      Final Instalment on the Allotted Units shall cease and be extinguished.

9.    FEES, COSTS AND EXPENSES

9.1   Payment of fees

      (a)   Subject to clause 9.3 and the relevant Underwriter complying with
            clause 7.5, the Responsible Entity must pay to each Underwriter on
            the Settlement Date:

            (i)   an underwriting fee of 1.25% of the Initial Offer Proceeds;
                  and

            (ii)  a management fee of 0.25% of the Initial Offer Proceeds.


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                                                                           19.
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      For the avoidance of doubt, the total of such fees is 3.0% of the
      Initial Offer Proceeds which is shared equally between the Underwriters.

      (b)   Subject to clause 9.3 and the relevant Underwriter complying with
            8.5, the Responsible Entity must pay to each Underwriter on the
            Instalment Shortfall Sale Date:

            (i)   an underwriting fee of 1.25% of the Instalment Proceeds; and

            (ii)  a management fee of 0.25% of the Instalment Proceeds.

      For the avoidance of doubt, the total of such fees is 3.0% of the
      Instalment Proceeds which is shared equally between the Underwriters.

      (c)   The Responsible Entity must pay to the Underwriters on the
            Settlement Date a fee of 1.5% of the amount calculated by
            multiplying the Issue Price by the number of Offer Securities
            allotted pursuant to Application Forms from retail investors
            bearing the stamp of a Participating Broker (which may be the
            Underwriter or a related body corporate) or a member of the
            Financial Planning Association, which fee shall be paid by the
            Underwriter to the relevant Participating Broker or member of the
            Financial Planning Association whose stamp appears on the
            Application Form.

      (d)   The Underwriters must pay any sub-underwriting fees out of the
            fees payable to them under paragraph (a) and are not entitled to
            be reimbursed or indemnified for such fees, whether under clause
            4.6 or 9.2 or otherwise.

9.2   Costs and expenses

      In addition to the fees referred to in clause 9.1, the Responsible
      Entity must on receipt of notice from the Underwriters, pay or procure
      the payment to the Underwriters (or as it directs) of all reasonable
      travel and out-of-pocket expenses incurred by the Underwriters in
      relation to the Offer, and all other reasonable costs, expenses and
      disbursements of the Underwriters in relation to the Offer, and
      reasonable legal costs and disbursements on a full indemnity basis
      incurred by the Underwriters in relation to the Offer including costs
      and disbursements incurred in the preparation and execution of this
      agreement.

9.3   Costs on termination

      In the event that the obligations of the Underwriters under this
      agreement are terminated pursuant to clause 2 or 10 or the Offer does
      not proceed or is not completed for any reason:

      (a)   the Responsible Entity shall not be obliged to pay to the
            Underwriters the fees referred to in clause 9.1; and

      (b)   except where the termination or failure of the Offer to proceed is
            solely due to a wrongful act by the Underwriters, the Responsible
            Entity shall be obliged to pay to the Underwriters within five
            Business Days of termination of the obligations of the
            Underwriters, or the Offer not proceeding or completing (to the
            extent that it has


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                                                                           20.
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            not already done so), the costs, expenses and disbursements
            referred to in clause 9.2.

9.4   Set off

      The Underwriters may at any time set off against the amount payable by
      them to the Responsible Entity under clause 7.5 or clause 8.5, the
      amounts payable to them by the Responsible Entity under clause 9.1, 9.2
      or 9.3. To the extent the obligations of the Responsible Entity under
      those clauses are not fully satisfied by such application the
      Responsible Entity will not be relieved of its obligations under those
      clauses. The Underwriters must give prior written notice to the
      Responsible Entity of any amount set off by the Underwriters pursuant to
      this clause 9.4.

10.   EVENTS OF TERMINATION

10.1  Right of termination

      Subject to clause 10.2, if any one or more of the following events
      occurs at any time in the period from (and including) the date of this
      agreement to the time the Allotted Units are issued on the Allotment
      Date (or, in the case of a paragraph which specifies a particular
      period, from (and including) the date of this agreement to (and
      including) the date or period referred to in the relevant paragraph),
      then at any time on or before the time the Allotted Units are issued on
      the Allotment Date (or the particular period specified) an Underwriter
      may terminate any of its obligations under this agreement which have not
      been performed at that time (without cost or liability to itself) by
      notice in writing to the Responsible Entity (with a copy to the other
      Underwriter) specifying the relevant event:

      (a)   (i)   (index change) a Relevant Index either:

                  (A)   falls 15% or more below its Starting Level and remains
                        15% or more below the Starting Level for 2 or more
                        consecutive Business Days; or

                  (B)   falls 15% or more below its Starting Level on a day
                        which is less than 2 Business Days before the
                        Allotment Date and remains 15% or more below the
                        Starting Level on each subsequent Business Day until
                        the Allotment Date;

            (ii)  (Reckson Associates):

                  (A)   Reckson Associates is or becomes insolvent;

                  (B)   NYSE suspends quotation of the shares of common stock
                        in Reckson Associates for 2 or more consecutive NYSE
                        Trading Days or Reckson Associates ceases to be listed
                        on NYSE;

            (iii) (ASIC stop order):

                  (A)   ASIC gives notice of an intention to hold a hearing or
                        issues an order or interim order under section
                        1020E(2) or 1020E(5) of the Corporations Act or ASIC
                        applies for an order under sections


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                                                                           21.
<PAGE>


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                        1324B or 1325 of the Corporations Act in relation to
                        the Offer Document, or gives notice of an intention to
                        prosecute the Responsible Entity or any of its
                        directors unless such notice or order has not become
                        public and is withdrawn by the end of the second
                        Business Day after it is given or made but in any
                        event by no later than 7 Business Days before the
                        Closing Date;

                  (B)   an application is made by ASIC for an order under Part
                        9.5 of the Corporations Act in relation to the Offer
                        Document or ASIC commences an investigation or hearing
                        under Part 3 of the Australian Securities and
                        Investments Commission 1989 (Cth) in relation to the
                        Offer Document unless such application has not become
                        public and is withdrawn by the end of the second
                        Business Day after it is given or made but in any
                        event by no later than 7 Business Days before the
                        Closing Date;

            (iv)  (ASX approval) unconditional approval (or conditional
                  approval, provided such condition would not, in the
                  reasonable opinion of the Underwriters, have a material
                  adverse effect on the success or settlement of the Offer) by
                  the ASX for the admission of the Trust to the official list
                  of ASX and for official quotation of the Allotted Units is
                  refused, or is not granted before the Settlement Date (or
                  such later date agreed in writing by the Underwriters in
                  their absolute discretion) or is withdrawn on or before the
                  Settlement Date;

            (v)   (consent) any person (other than the Underwriters) whose
                  consent to the issue of the Offer Document is required by
                  the Corporations Act refuses to give their consent or having
                  previously consented to the issue of the Offer Document
                  withdraws such consent unless such withdrawn consent is
                  reinstated by the end of the second Business Day after it is
                  withdrawn but in any event by no later than 7 Business Days
                  before the Closing Date;

            (vii) (Lodgement) the Responsible Entity fails to lodge the Offer
                  Document with ASIC on or before the Lodgement Date (or such
                  later date approved in writing by the Underwriters);

            (viii) (Certificate) a Certificate which is required to be
                  furnished by the Responsible Entity under this agreement is
                  not furnished when required or a statement in that
                  Certificate is untrue, incorrect or misleading in a material
                  respect;

            (ix)  (Timetable) any event specified in the Timetable is delayed
                  for more than 2 Business Days without the prior written
                  consent of the Underwriters;

            (x)   (withdrawal) the Responsible Entity withdraws the Offer
                  Document, any Supplementary Offer Document or any part of
                  the Offer without the consent of the Underwriters;


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                                                                           22.
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            (xi)  (material adverse change) a material adverse change occurs
                  or becomes known in the financial position, results of
                  operations or prospects of the Responsible Entity, Reckson
                  Associates or the Trust;

            (xii) (supplementary offer document):

                  (A)   a Supplementary Offer Document must, in the reasonable
                        opinion of the Underwriters, be lodged with ASIC under
                        the Corporations Act because the Offer Document is or
                        becomes defective within the meaning of section
                        1021B(1) of the Corporations Act;

                  (B)   a Supplementary Offer Document is lodged with ASIC
                        because the Offer Document is or becomes defective
                        within the meaning of section 1021B(1) of the
                        Corporations Act; or

                  (C)   the Responsible Entity lodges a Supplementary PDS
                        without the written consent of the Underwriters;

      (b)   (i)   (misrepresentation or breach) a representation or warranty
                  made or given or deemed by clause 4.5 to have been made or
                  given by the Responsible Entity or ROP under this agreement
                  proves to be, or has been, or becomes, untrue or incorrect;

            (ii)  (breach) the Responsible Entity or ROP fails to perform or
                  observe any of its obligations under this agreement;

            (iii) (material adverse change in financial markets) there occurs
                  an adverse change or disruption to the political or economic
                  conditions or financial markets of Australia, the United
                  Kingdom, the United States of America or the international
                  financial markets or any change or development involving a
                  prospective adverse change in any of those conditions or
                  markets;

            (iv)  (unauthorised alterations) without the prior written consent
                  of the Underwriters, which consent shall not be unreasonably
                  withheld or delayed, the Responsible Entity alters the
                  Scheme Constitution;

            (v)   (compliance) a contravention by the Responsible Entity, ROP
                  or Reckson Associates of any provision of its constitution,
                  the Scheme Constitution, the Corporations Act or any
                  requirement of the ASX or any other applicable law (except
                  to the extent that compliance with any applicable law has
                  been waived, or an exemption or modification granted, by a
                  Government Agency having authority to do so);

            (vi)  (Director) a director or executive officer of the
                  Responsible Entity or Reckson Associates:

                  (A)   is charged with an indictable offence relating to any
                        financial or corporate matter or any regulatory body
                        commences any public action against the director in
                        his or her capacity as a director of the


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                                                                           23.
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                        Responsible Entity or announces that it intends to
                        take any such action; or

                  (B)   is disqualified from managing a corporation under
                        sections 206B, 206C, 206D, 206E, 206F or 206G of the
                        Corporations Act.

            (vii) (change in law in Australia) there is introduced into the
                  Parliament of the Commonwealth of Australia or any State or
                  Territory of Australia a law or any new regulation is made
                  under any law, or a Government Agency, adopts a policy, or
                  there is a public announcement on behalf of the Government
                  of the Commonwealth of Australia or any State or Territory
                  of Australia that such a law or regulation will be
                  introduced or policy adopted (as the case may be);

            (viii) (change in law in United States) there is introduced into
                  any state legislature or federal congress of the United
                  States of America a law or any new regulation is made under
                  any law, or a Government Agency, the United States Federal
                  Reserve or any United States regulatory authority (whether
                  state or federal) adopts a policy, or there is a public
                  announcement on behalf of any state legislature or federal
                  congress of the United States of America or a Government
                  Agency, the United States Federal Reserve or any United
                  States regulatory authority (whether state or federal) that
                  such a law or regulation will be introduced or policy
                  adopted (as the case may be);

            (ix)  (hostilities) hostilities not presently existing commence
                  (whether war has been declared or not) or a major escalation
                  in existing hostilities occurs (whether war has been
                  declared or not) involving any one or more of Australia, New
                  Zealand, the United States of America, any member of State
                  of the European Union, Indonesia, Japan or the People's
                  Republic of China or a significant terrorist act is
                  perpetrated anywhere in the world;

            (x)   (trading of securities) trading in all securities:

                  (A)   quoted on ASX is suspended or limited in a material
                        respect for 1 Business Day (or substantially all of a
                        Business Day);

                  (B)   quoted on NYSE is suspended or limited in a material
                        respect for 1 NYSE Trading Day (or substantially all
                        of an NYSE Trading Day); or

                  (C)   quoted on LSE is suspended or limited in a material
                        respect for 1 LSE Trading Day (or substantially all of
                        an LSE Trading Day);

            (xi)  (banking moratorium) a general moratorium on commercial
                  banking activities in Australia, the United Kingdom or the
                  United States of America is declared by the relevant central
                  banking authority in any of those countries and remains in
                  force for 2 consecutive business days, or there is a
                  material disruption in commercial banking or security
                  settlement


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                  or clearance services in any of those countries which
                  remains in force for 2 consecutive business days;

            (xii) (Offer Document) the Offer Document omits any information
                  required by the Corporations Act, contains a statement which
                  is misleading or deceptive or otherwise fails to comply with
                  the Corporations Act; and

            (xiii) (material contracts) the Transaction Documents or any other
                  material contract summarised in the Offer Document is
                  terminated (whether by breach or otherwise), rescinded,
                  altered or amended in a material respect without the prior
                  written consent of the Underwriters (which consent shall not
                  be unreasonably withheld) or any such contract is found to
                  be void or voidable or, if any of those Transaction
                  Documents or any other material contract summarised in the
                  Offer Document is not signed by the Lodgement Date, it is
                  agreed that any of them will not be signed or will be signed
                  in a form which is materially different from the summary or
                  in a form which is not on terms which are acceptable to the
                  Underwriters acting reasonably.

10.2  Exercise of rights

      No event specified in clause 10.1(b), 10.3(c) or 10.3(e) shall entitle
      an Underwriter to exercise its rights to terminate its obligations under
      this agreement unless, in the reasonable opinion of that Underwriter,
      the event:

      (a)   has, or is likely to have, a material adverse effect on:

            (i)   the financial condition, financial position or financial
                  prospects of the Trust; or

            (ii)  the market price of the Offer Securities; or

            (iii) the success, marketing or settlement of the Offer; or

      (b)   leads, or is likely to lead:

            (i)   to a contravention by that Underwriter of, or that
                  Underwriter being involved in a contravention of, the
                  Corporations Act or any other applicable law; or

            (ii)  to a liability for that Underwriter under the Corporations
                  Act or any other applicable law.

      In forming that reasonable opinion the Underwriter will take into
      account any remedy or cure which has been effected (in the case of
      matters capable of remedy or cure).

10.3  Right of termination after Allotment Date

      If any one or more of the following events occurs at any time in the
      period from the Allotment Date to 6pm on the Instalment Shortfall Sale
      Date an Underwriter may terminate its obligations under this agreement
      to underwrite payment of the Final Instalment on the


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                                                                           25.
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      Instalment Shortfall Units (without cost or liability to itself) by
      notice in writing to the Responsible Entity specifying the relevant
      event:

      (a)   (suspension) the ASX suspends quotation of the Units for 3 or more
            consecutive Business Days or removes the Trust from the official
            list of ASX;

      (b)   (certificate) the Certificate which is required to be furnished by
            the Responsible Entity under clause 8.4 is not furnished when
            required or a statement in that certificate is untrue, incorrect
            or misleading in a material respect;

      (c)   (breach or contravention) the Responsible Entity, ROP or Reckson
            Associates or any director or executive officer of the Responsible
            Entity, ROP or Reckson Associates commits any act of fraud,
            contravenes the Scheme Constitution or any applicable law or
            agreement, fails to perform any obligation under this agreement or
            a representation or warranty given by the Responsible Entity or
            ROP under this agreement is untrue or incorrect;

      (d)   (solvency) the Trust, the Responsible Entity or Reckson Associates
            is or becomes insolvent;

      (e)   (material contracts) any of the Transaction Documents or any other
            of the material contracts summarised in the Offer Document is
            terminated (whether by breach or otherwise), rescinded, altered or
            amended in a material respect without the prior written consent of
            the Underwriters (which consent shall not be unreasonably
            withheld) or is found to be void or voidable;

      (f)   (responsible entity) the Responsible Entity indicates an intention
            to retire as responsible entity of the Trust or ceases to be the
            responsible entity of the Trust without the prior written approval
            of the Underwriters.

10.4  Claims

      Nothing contained in this clause 10 shall prejudice or nullify any Claim
      or other right (including under clause 4.6) which the Underwriters or
      any other Indemnified Party may have against the Responsible Entity or
      ROP, or which the Responsible Entity or ROP may have against the
      Underwriters, for or arising out of any breach of covenant, warranty or
      representation or failure to observe or perform an obligation under this
      agreement.

10.5  Notification

      The Responsible Entity must notify the Underwriters in writing
      immediately after becoming aware that any of the events referred to in
      clause 10.1 or 10.3 has occurred or is about to occur.

10.6  Effect of termination

      (a)   In the event that an Underwriter (the "Terminating Underwriter")
            terminates its obligations under this agreement pursuant to clause
            10.1 or 10.3 or refuses to waive fulfilment of a condition under
            clause 2.1, it shall thereupon be relieved of its


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            obligations under this agreement and shall be entitled to payment
            and reimbursement in accordance with clause 9.3.

      (b)   The exercise by the Terminating Underwriter of its rights upon the
            happening of an event specified in clause 10.1 or 10.3 does not
            automatically terminate the obligations of the other Underwriter
            (the "Remaining Underwriter").

      (c)   If the Terminating Underwriter gives notice to the Remaining
            Underwriter of its intention to terminate its obligations under
            this agreement upon the happening of an event specified in clause
            10.1 or 10.3 or the Terminating Underwriter refuses to waive
            fulfilment of a condition under clause 2.1, the Remaining
            Underwriter must elect by notice in writing to the Terminating
            Underwriter and the Responsible Entity within 2 Business Days of
            the Terminating Underwriter terminating its obligations under this
            agreement as a result of that event to:

            (i)   also terminate its obligations under this agreement; or

            (ii)  assume the obligations of the Terminating Underwriter under
                  this agreement.

      If the Remaining Underwriter fails to give notice under this clause
      10.6(c) it shall be treated as having also terminated its obligations
      under this agreement.

      (d)   If the Remaining Underwriter gives notice under paragraph (c)(ii)
            prior to the Settlement Date that it will assume the obligations
            of the Terminating Underwriter under this agreement the Remaining
            Underwriter in addition to the fees to which it is entitled under
            clause 9.1 will also be entitled to the fees that would have been
            payable to the Terminating Underwriter under clause 9.1 if it had
            not terminated.

      (e)   If:

            (i)   an Underwriter terminates its obligations under this
                  agreement under clause 10.3; and

            (ii)  the Remaining Underwriter assumes the obligations of the
                  Terminating Underwriter under clause 10.6(c),

            the Remaining Underwriter in addition to the fees to which it is
            entitled under clause 9.1 will also be entitled to the fees that
            would have been payable to the Terminating Underwriter under
            clause 9.1 if it had not terminated.

11.   ADVERTISING AND PUBLIC ANNOUNCEMENTS

11.1  Promotion of Offer

      The Responsible Entity must at its own cost provide such assistance in
      connection with the promotion, advertising and marketing of the Offer as
      is reasonably required by the Underwriters from time to time. The
      content and other details of any promotional material (which includes
      any media advertising and marketing material and the format of any
      roadshow presentation) must be agreed between the Responsible Entity and
      the Underwriters (such agreement not to be unreasonably withheld or
      delayed) prior to any


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                                                                           27.
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      statement or release (provided that nothing in this agreement prevents
      the Responsible Entity from making any announcement which it is required
      by the Corporations Act or the Listing Rules or any other applicable law
      to make).

11.2  Responsibility for promotion

      The Responsible Entity is fully responsible for:

      (a)   the contents of any promotional material relating to the Offer
            except where the content of that promotional material has not been
            agreed under clause 11.1; and

      (b)   all announcements and disclosures in respect of the Offer which
            have been agreed between the Responsible Entity and the
            Underwriters.

11.3  Disclosure

      (a)   The Responsible Entity agrees that subject to any disclosure
            required by the Corporations Act or the Listing Rules or any other
            applicable law they must not make any public or media announcement
            or disclosure in relation to the Offer, its progress, the result
            of the Offer, the Transaction or their underlying business without
            the prior approval of the Underwriters which must not be
            unreasonably withheld or delayed.

      (b)   For the avoidance of doubt clause 11.3(a) does not prevent Reckson
            Associates making any public or media announcement or disclosure
            in relation to the Offer, its progress, the result of the Offer,
            the Transaction or its underlying business:

            (i)   to the extent required by, the operating rules of the NYSE
                  or any other applicable law; or

            (ii)  in response questions or requests for information from
                  investors or media

      provided that such disclosure is not inconsistent with the Offer
      Document.

12.   ACCESS TO INFORMATION

12.1  Access and information

      The Responsible Entity agrees to allow the Underwriters and their
      officers and advisers reasonable access to their premises, books and
      records at all reasonable times (before the Allotment Date or,
      thereafter, during the currency of any regulatory or other proceedings
      or investigation in connection with the Offer Document or the Offer) to
      enable the Underwriters to obtain any information which the Underwriters
      reasonably require in relation to the Offer or the Transaction.

12.2  ASX and ASIC

      Without limiting the generality of clause 12.1, the Responsible Entity
      must promptly give the Underwriters copies of notifications to and
      approvals of ASX and ASIC, evidence of any lodging of the Offer Document
      and any other similar material relating to the Offer.


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12.3  Due diligence materials

      The Responsible Entity must provide the Underwriters with full and free
      access to, and on request, copies of, the Due Diligence Report, the
      Verification Material and all materials and documents used or created in
      connection with the preparation of the Due Diligence Report and the
      Verification Material, and must maintain those materials and documents
      until the Final Instalment Sale Date, and thereafter for at least six
      years from the Final Instalment Sale Date for that purpose.

13.   ACKNOWLEDGMENTS

13.1  Acknowledgments

      The Responsible Entity and ROP acknowledge that in respect of each
      Underwriter:

      (a)   the Underwriter is not retained to and is not required to give
            tax, legal, regulatory, accountancy or other specialist or
            technical advice in connection with the Offer;

      (b)   while the Underwriter will assist in the co-ordination of due
            diligence investigations in connection with the Offer, it will
            rely on its own expertise and on that of specialist legal,
            accounting and tax advisers in respect of that due diligence;

      (c)   any advice, whether written or oral, given by the Underwriter to
            it, or any communications between the Underwriter and the
            Responsible Entity or ROP may only be used and relied on by the
            Responsible Entity or ROP as the case may be and may not be used
            or relied on by any third party and may not be disclosed to any
            third party without the prior written approval of the Underwriter
            (other than the Responsible Entity's and ROP's professional
            advisers who may place no reliance on such advice);

      (d)   the Underwriter is not obliged to disclose to the Responsible
            Entity or ROP, or utilise for the benefit of the Responsible
            Entity or ROP, any non-public information which the Underwriter
            obtains in the normal course of its business where such disclosure
            or use would result in a breach of any obligation of
            confidentiality or any internal Chinese Wall policies of the
            Underwriter; and

      (e)   without prejudice to any claim the Responsible Entity or ROP may
            have against the Underwriter, no proceedings may be taken against
            any director, officer, employee or agent of the Underwriter in
            respect of any claim that the Responsible Entity or ROP may have
            against the Underwriter; and

      (f)   it is contracting with that Underwriter on an arms-length basis to
            provide the services described in this agreement and the
            Underwriter is not assuming any duties or obligations (fiduciary
            or otherwise) in respect of it other than those expressly set out
            in this agreement.

13.2  Agreements

      Each of the Responsible Entity and ROP and each of the Underwriters:


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                                                                           29.
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      (a)   agree that it is solely responsible for making its own independent
            judgements with respect to the Offer; and

      (b)   confirm that it is not the intention to create a fiduciary
            relationship between them.

14.   GST

14.1  Definitions

      Words defined in the A New Tax System (Goods and Services Tax) Act 1999
      (Cth) have the same meaning in this clause.

14.2  GST payable in addition to fees

      In addition to paying the fees, costs, expenses and disbursements
      referred to in clauses 9.1 and 9.2 (which are exclusive of GST) and in
      addition to any other amounts, the Responsible Entity must:

      (a)   pay to the Underwriters an amount equal to any GST payable on any
            supply by the Underwriters under or in connection with this
            agreement, without deduction or set-off of any other amount; and

      (b)   make that payment:

            (i)   as and when the fees, costs, expenses and disbursements
                  referred to in clauses 9.1 and 9.2 or other consideration or
                  part of it must be paid or provided; and

            (ii)  if later, such later time being not more than 5 Business
                  Days after a tax invoice has been issued by the
                  Underwriters,

            provided that before that payment is due to be made the
            Underwriters have given a tax invoice to the Responsible Entity in
            respect of the GST so payable.

14.3  GST on claims and expenses

      Without limiting the operation of clause 14.2:

      (a)   if a payment to satisfy a claim or a right to claim under or in
            connection with this agreement (for example, for misleading or
            deceptive conduct or for misrepresentation or for a breach of any
            warranty or for indemnity or for reimbursement of any cost or
            expense) gives rise to a liability to pay GST, the payer must pay,
            and indemnify the payee against the amount of that GST; and

      (b)   if a party has a claim under or in connection with this agreement
            for a cost or expense on which that party must pay GST, the claim
            is for the cost or expense plus all GST (except any GST for which
            that party is entitled to an input tax credit).


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15.   NOTICES

15.1  How to give a notice

      A notice, consent or other communication under this document is only
      effective if it is:

      (a)   in writing, signed by or on behalf of the person giving it;

      (b)   addressed to the person to whom it is to be given; and

      (c)   either:

            (i)   delivered or sent by pre-paid mail (by airmail, if the
                  addressee is overseas) to that person's address; or

            (ii)  sent by fax to that person's fax number and the machine from
                  which it is sent produces a report that states that it was
                  sent in full.

15.2  When a notice is given

      A notice, consent or other communication that complies with this clause
      is regarded as given and received:

      (a)   if it is delivered or sent by fax:

            (i)   by 5:00pm (local time in the place of receipt) on a Business
                  Day - on that day; or

            (ii)  after 5:00pm (local time in the place of receipt) on a
                  Business Day, or on a day that is not a Business Day - on
                  the next Business Day; and

      (b)   if it is sent by mail - on actual receipt.

15.3  Address for notices

      A person's address and fax number are those set out below, or as the
      person notifies the sender:

      Responsible Entity
      Address:          Level 25 The Chifley Tower
                        2 Chifley Square Sydney NSW 2000
      Fax number:       +612 9293 2912
      Attention:        Company Secretary

      ROP
      Address:          Reckson Associates Realty Corp., 225 Broadhollow Road
                        Melville  NY  11747-4883, USA
      Fax number:       + 631 622 6788
      Attention:        Mr Francis Sheehan


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      UBS
      Address:          Level 25, Governor Phillip Tower,
                        1 Farrer Place, Sydney  NSW  2000
      Fax number:       +612 9324 2558
      Attention:        Chris Madden

      Citigroup
      Address:          Citigroup Centre, 2 Park Street, Sydney  NSW  2000
      Fax number:       +612 8225 5410
      Attention:        Simon Ranson

16.   AMENDMENT AND ASSIGNMENT

16.1  Amendment

      This agreement can only be amended, supplemented, replaced or novated by
      another agreement signed by the parties.

16.2  Assignment

      A party may only dispose of, declare a trust over or otherwise create an
      interest in its rights under this agreement with the consent of each
      other party.

17.   GENERAL

17.1  Governing law

      (a)   This agreement is governed by the law in force in New South Wales.

      (b)   Each party submits to the non-exclusive jurisdiction of the courts
            exercising jurisdiction in the New South Wales, and any court that
            may hear appeals from any of those courts, for any proceedings in
            connection with this agreement, and waives any right it might have
            to claim that those courts are an inconvenient forum.

17.2  Giving effect to this agreement

      Each party must do anything (including execute any document), and must
      ensure that its employees and agents do anything (including execute any
      document), that any other party may reasonably require to give full
      effect to this agreement.

17.3  Waiver of rights

      A right may only be waived in writing, signed by the party giving the
      waiver, and:

      (a)   no other conduct of a party (including a failure to exercise, or
            delay in exercising, the right) operates as a waiver of the right
            or otherwise prevents the exercise of the right;

      (b)   a waiver of a right on one or more occasions does not operate as a
            waiver of that right if it arises again; and


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      (c)   the exercise of a right does not prevent any further exercise of
            that right or of any other right.

17.4  Operation of this agreement

      (a)   This agreement and the Mandate Letter contain the entire agreement
            between the parties and Reckson Associates about its subject
            matter. Any previous understanding, agreement, representation or
            warranty relating to that subject matter is replaced by this
            agreement and the Mandate Letter and has no further effect.

      (b)   Any right that a person may have under this agreement is in
            addition to, and does not replace or limit, any other right that
            the person may have.

      (c)   Any provision of this agreement which is unenforceable or partly
            unenforceable is, where possible, to be severed to the extent
            necessary to make this agreement enforceable, unless this would
            materially change the intended effect of this agreement.

17.5  Inconsistency with other documents

      If this agreement is inconsistent with any other document or agreement
      between the parties, except as specifically provided this agreement
      prevails to the extent of the inconsistency.

17.6  Time is of the essence

      Time is of the essence of this agreement.

17.7  Counterparts

      This agreement may be executed in counterparts.

17.8  Attorneys

      Each person who executes this agreement on behalf of a party under a
      power of attorney declares that he or she is not aware of any fact or
      circumstance that might affect his or her authority to do so under that
      power of attorney.

17.9  Responsible Entity

      (a)   The Responsible Entity enters into this agreement only in its
            capacity as responsible entity of the Trust and in no other
            capacity. A liability arising under or in connection with this
            agreement can be enforced against the Responsible Entity only to
            the extent to which it can be satisfied out of the property of the
            Trust out of which the Responsible Entity is actually indemnified
            for the liability. This limitation of the Responsible Entity's
            liability applies despite any other provision of this agreement
            and extends to all liabilities and obligations of the Responsible
            Entity in any way connected with any representation or other
            conduct related to this agreement.

      (b)   Any party to this agreement may not sue the Responsible Entity in
            any capacity other than as responsible entity in respect of the
            Trust, including seeking the


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            appointment to the Responsible Entity of a receiver (except in
            relation to property of the Trust), a liquidator, administrator or
            any similar person.

      (c)   The provisions of this clause 17.9 will not apply to any
            obligation or liability of the Responsible Entity to the extent
            that it is not satisfied because under the Scheme Constitution or
            by operation of law there is a reduction in the extent of the
            Responsible Entity's indemnification out of the assets of the
            Trust, as a result of the Responsible Entity's fraud, negligence
            or breach of trust.

      (d)   The Responsible Entity is not obliged to enter into any commitment
            or obligation under this agreement unless its liability is limited
            in the same manner as in this clause 17.9.

17.10 Indemnities

      The indemnities in this agreement are continuing obligations independent
      from the other obligations of the Responsible Entity and ROP and
      continue after this agreement ends or after a Terminating Underwriter
      terminates its obligations under this agreement. It is not necessary for
      a party to incur expense or make payment before enforcing a right of
      indemnity under this agreement.


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                                                                           34.
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                                  SCHEDULE 1

                                  CERTIFICATE


To:          UBS AG
             Citigroup

Attention:   Chris Madden (UBS AG)
             Simon Ranson (Citigroup)

            We hereby certify on behalf of Reckson Australia Management
            Limited as the responsible entity for the Reckson New York
            Property Trust (the Responsible Entity), that, except as set out
            below, the following statements are as at the date of this
            certificate, to the best of our knowledge having made due
            inquiries of all of the directors of each of the Responsible
            Entity, true and not misleading or deceptive:

            (a)   the conditions set out in clause 2.1 have been satisfied or
                  otherwise waived by the Underwriters;

            (b)   the Responsible Entity and ROP have complied with all of
                  their obligations in respect of the Offer whether arising
                  under the Underwriting Agreement, the Corporations Act, the
                  Listing Rules, the Offer Document, the Timetable or
                  otherwise;

            (c)   there has not been any breach by the Responsible Entity or
                  ROP of any of the warranties or representations given or
                  deemed to be given by the Responsible Entity or ROP in
                  clause 4 of the Underwriting Agreement;

            (d)   nothing has occurred which is not described in the Offer
                  Document that:

                  (i)   has, or is likely to have, a material adverse effect
                        on:

                        (A)   the financial condition, financial position or
                              financial prospects of the Trust;

                        (B)   the market price of the Offer Securities; or

                        (C)   the success, marketing or settlement of the
                              Offer; or

                  (ii)  leads, or is likely to lead:

                        (A)   to a contravention by an Underwriter of, or an
                              Underwriter being involved in a contravention
                              of, the Corporations Act or any other applicable
                              law; or

                        (B)   to a liability for an Underwriter under the
                              Corporations Act or any other applicable law;

            (e)   no occasion has arisen for the issue of a Supplementary
                  Offer Document;


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                                                                           35.
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            (f)   the representations and warranties contained in clause 4
                  (and given by or deemed to be given the Responsible Entity
                  and ROP are true and correct as at the date of this
                  certificate in respect of the facts and circumstances
                  existing as at today; and

            (g)   no Event of Termination has occurred.

            [Set out details of any relevant exceptions]

            For the purposes of this Certificate:

            (a)   "Underwriting Agreement" means the underwriting agreement
                  for the issue of Offer Securities dated on or about 12
                  August 2005 between UBS AG, Citigroup and the Responsible
                  Entity and ROP; and

            (b)   words and expressions used shall have the meanings ascribed
                  to them in the Underwriting Agreement.


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                                                                           36.
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                                  SCHEDULE 2

                                  WARRANTIES

Part 1: The Parties

      (a)   (status):

            (ii)  The party is a company limited by shares under (except in
                  the case of UBS and ROP) the Corporations Act

            (iii) Each of UBS and ROP is duly incorporated under the laws of
                  the place of its incorporation.

      (b)   (power) The party has full legal capacity and power to enter into
            this agreement, and in the case of the Responsible Entity the
            Subscription Agreement, and to carry out the transactions that
            this agreement and, in the case of the Responsible Entity the
            Subscription Agreement, contemplates.

      (c)   (corporate authority) The party has taken all corporate action
            that is necessary or desirable to authorise its entry into this
            agreement, and in the case of the Responsible Entity the
            Subscription Agreement, and its carrying out the transactions that
            this agreement, and in the case of the Responsible Entity the
            Subscription Agreement, contemplates.

      (d)   (Authorisations) The party holds each Authorisation that is
            necessary or desirable to:

                  (i)   execute this agreement, and in the case of the
                        Responsible Entity the Subscription Agreement, and to
                        carry out the transactions that this agreement, and in
                        the case of the Responsible Entity the Subscription
                        Agreement contemplates;

                  (ii)  ensure that this agreement, and in the case of the
                        Responsible Entity the Subscription Agreement, is
                        legal, valid, binding and admissible in evidence; and

                  (iii) enable it to properly carry on its business,

            and it is complying with any conditions to which any of these
            Authorisations is subject.

      (e)   (agreement effective) This agreement, and in the case of the
            Responsible Entity the Subscription Agreement, constitutes legal,
            valid and binding obligations of the party, enforceable against it
            in accordance with its terms subject to any necessary stamping or
            registration.

      (f)   (no contravention) Neither the execution of this agreement, and in
            the case of the Responsible Entity the Subscription Agreement, nor
            the carrying out by the party of


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                                                                           37.
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            the transactions that this agreement, and in the case of the
            Responsible Entity the Subscription Agreement, contemplates, does
            or will:

            (i)   contravene any law to which it is subject or any order of
                  any Government Agency that is binding on it;

            (ii)  contravene any Authorisation;

            (iii) contravene any undertaking or instrument binding on it; or

            (iv)  contravene its constitution, and in the case of the
                  Responsible Entity, the Scheme Constitution.

Part 2: The Responsible Entity and ROP

      (a)   (Offer Document) The Offer Document and the Pathfinder Document:

            (i)   will comply with all applicable laws, including the
                  Corporations Act (as varied by any modification of, or any
                  exemption from, the Corporations Act given by ASIC pursuant
                  to the Corporations Act);

            (ii)  unless the Underwriters otherwise consent in writing (acting
                  reasonably), will be issued in the form initialled by the
                  Responsible Entity and the Underwriters (and in no other
                  form);

            (iii) will not contain a statement which is misleading or
                  deceptive and will not be one from which there is an
                  omission of information required by the Corporations Act;
                  and

            (iv)  will not be misleading or deceptive and will not be likely
                  to mislead or deceive.

      (b)   (conduct) The Responsible Entity, ROP and Reckson Associates have
            not engaged in, and will not engage in, conduct that is misleading
            or deceptive or which is likely to mislead or deceive in
            connection with the issue of the Pathfinder Document, the Offer
            Document, the making of the Offer, the Transaction, or making the
            call for the Final Instalment.

      (c)   (no contravention of disclosure obligations) as from the Allotment
            Date, the Responsible Entity will not breach section 674 of the
            Corporations Act or any provision of Chapter 3 of the Listing
            Rules;

      (d)   (other material) At the time of publication and at all times on or
            before the expiry of the Underwritten Period, any announcements,
            advertisements publicity and roadshow materials made or published
            by the Responsible Entity, ROP or Reckson Associates or on their
            behalf or by a related body corporate (each a "Publication") in
            relation to the Offer, the Transaction or making the call for the
            Final Instalment shall:

                  (i)   not be misleading or deceptive or be likely to mislead
                        or deceive; and


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                                                                           38.
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                  (ii)  comply with all applicable laws,

            and the Responsible Entity and ROP must use their best endeavours
            to ensure that persons who issue any Publication do likewise.

      (e)   (opinions and belief) Any statement of opinion or belief contained
            in the Pathfinder Document, the Offer Document or in any
            Publication shall be truly and honestly held by the person making
            the statement, and the maker of the statement shall have
            reasonable grounds for holding the opinion or belief.

      (f)   (future matters) There are reasonable grounds for the making of
            all statements contained in the Pathfinder Document, the Offer
            Document or any Publication provided by the Responsible Entity,
            ROP or Reckson Associates relating to future matters (including,
            without limitation, financial forecasts).

      (g)   (printed copies) As soon as practicable after the Offer Document
            is lodged with ASIC, the number of printed copies of the Offer
            Document that the Underwriters have notified the Responsible
            Entity before the date of the Offer Document will be delivered to
            the Underwriters.

      (h)   (information) All information provided or to be provided to the
            Underwriters or their advisers in relation to the Transaction or
            the Offer by the Responsible Entity, ROP or Reckson Associates or
            on their behalf or by their solicitors, auditors or officers or
            any other adviser or consultant or by any expert (as defined in
            the Corporations Act) was, or will be when provided in its final
            form, true, complete and accurate in all material respects and the
            Responsible Entity and ROP will, and will procure that Reckson
            Associates will, disclose to the Underwriters all information
            material to the making of an informed investment decision in
            relation to the Offer Securities.

      (i)   (due diligence) The Due Diligence Program will be properly
            implemented and fully carried out in accordance with the Planning
            Memorandum, statements contained in the Offer Document will be
            verified by appropriately qualified persons, the Due Diligence
            Results will be the results of the investigations described in the
            Planning Memorandum and the Verification Material will contain the
            material collected to verify the statements made in the Offer
            Document (and will be accurate in all material respects).

      (j)   (ongoing due diligence) The Responsible Entity will continue until
            the Allotment Date to conduct the Due Diligence Program in
            accordance with the Planning Memorandum.

      (k)   (winding up) During the Underwritten Period, each of the
            Responsible Entity, ROP and Reckson Associates (or any entity
            controlled by the Responsible Entity) shall not:

                  (i)   pass any resolution that it be wound up;

                  (ii)  enter into any scheme or composition with or for the
                        benefit of its creditors;


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                                                                           39.
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                  (iii) have a receiver or manager appointed to the whole or
                        any part of its assets or undertakings;

                  (iv)  permit any breach or default whereby it is liable to
                        be wound up; or

                  (v)   have an administrator appointed to it; or

            (v)   do any other act which has analogous effect under the laws
                  of any jurisdiction having application to it.

      (l)   (no contravention) None of the Responsible Entity, ROP or Reckson
            Associates (and none of their related bodies corporate) has
            contravened, and before the expiry of the Underwritten Period none
            of them will contravene, in any material respect, any provision of
            its constitution, the Scheme Constitution, the Corporations Act
            (as varied by any modification of, or exemption from, the
            Corporations Act given by ASIC pursuant to section 741 of the
            Corporations Act) and any other applicable law or requirement of
            ASX (except, in the case of a Listing Rule, where compliance with
            that Listing Rule has been waived in writing by ASX or any
            agreement binding on it).

      (m)   (litigation) Except as disclosed in the Offer Document, none of
            the Responsible Entity, ROP or Reckson Associates (or any of their
            related bodies corporate) is involved in any litigation,
            arbitration or administrative proceeding relating to claims or
            amounts which are material in the context of the Offer nor, so far
            as any of them is aware, is any such litigation, arbitration or
            administrative proceeding pending or threatened.

      (n)   (material contracts) There:

                  (i)   is no contract to which the Responsible Entity, the
                        Trust, the US REIT, the US LLC or Reckson Associates
                        (or any of their related bodies corporate) is a party
                        which is material to the making of an informed
                        investment decision in relation to the Offer which has
                        not been disclosed in the Offer Document;

                  (ii)  has not been, and will not be before the expiry of the
                        Underwritten Period, a breach by the Responsible
                        Entity, the Trust, the US REIT, the US LLC or Reckson
                        Associates (or any of their related bodies corporate)
                        in a material respect of any provision of any contract
                        which is material to the making of an informed
                        investment decision in relation to the Offer
                        Securities;

      (o)   (Prescribed Occurrence) Except as disclosed in the Offer Document
            or with the prior written consent of the Underwriters during the
            period commencing on the date of this agreement and ending 90 days
            after the Allotment Date, no Prescribed Occurrence will occur in
            respect of the Responsible Entity, the Trust, the US REIT or the
            US LLC (or any of their controlled entities).

      (p)   (financial position) Except as disclosed in the Offer Document:


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                                                                           40.
<PAGE>


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                  (i)   there has been no occurrence which has or will (either
                        itself or together with any other occurrence)
                        materially and adversely affect the value of the Offer
                        Securities, the financial position, profitability or
                        prospects of the Responsible Entity, or the Trust, any
                        of the businesses of the Responsible Entity, or the
                        Trust or any of the property or assets of the
                        Responsible Entity or the Trust or any of the property
                        or assets to be acquired pursuant to the Transaction
                        by the US LLC, the US REIT, the Responsible Entity or
                        the Trust; and

                  (ii)  none of the business, assets, liabilities, financial
                        position or prospects of the Responsible Entity or the
                        Trust or any of the property or assets to be acquired
                        pursuant to the Transaction by the US LLC, the US
                        REIT, the Responsible Entity or the Trust has been
                        materially and adversely affected by any matter either
                        financial or otherwise.

      (q)   (Certificate) The contents of each Certificate given under this
            agreement will be true and correct in all material respects as at
            the date the Certificate is given.

      (r)   (no further issues) During the period commencing on the date of
            this agreement and ending on the day which is 90 days after the
            Allotment Date, none of the Responsible Entity (nor any associated
            trust or company raising funds for the use of the Trust), the US
            REIT or the US LLC shall make, agree to make or announce any
            issues of units or equity securities (as defined in the Listing
            Rules) or listed debt securities or any securities convertible
            into or exchangeable for any such equity securities or listed debt
            securities, without the prior written consent of the Underwriters,
            which consent shall not be unreasonably withheld or delayed, other
            than the issue of the Offer Securities pursuant to the Offer.

      (s)   (conduct of business) Until 90 days after expiry of the
            Underwritten Period except as contemplated in the Offer Document,
            the Responsible Entity and Reckson Associates will carry on the
            business of the Trust, the US REIT and the US LLC in the ordinary
            course and will not dispose or agree to dispose of, the whole or
            any substantial asset or part of the business of the Trust where
            that disposal would require approval of holders of Units, without
            the prior written consent of the Underwriters.

      (t)   (licences) The Responsible Entity, Reckson Associates and ROP hold
            all licences (including in the case of the Responsible Entity a
            licence authorising it to act as responsible entity of the Trust),
            permits, Authorisations or consents which are material to the
            conduct of the Responsible Entity's or Reckson Associates' or
            ROP's business (as it relates to the Trust, the US REIT and the US
            LLC) and the business of the Trust and all such licences, permits,
            Authorisations and consents are in full force and effect and not
            liable to be revoked or not renewed unless otherwise disclosed in
            the Offer Document.

      (u)   (Constitution) The copy of the Scheme Constitution previously
            provided to the Underwriters by the Responsible Entity is in all
            material respects a true, correct, up to date and complete copy.


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                                                                           41.
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      (v)   (trust) The trust created under the Scheme Constitution is a valid
            and subsisting trust and there is no proposal to terminate,
            reconstitute or resettle that trust and that trust is registered
            under Chapter 5C of the Corporations Act.

      (w)   (Constitution compliance) The Scheme Constitution complies with
            the Corporations Act and any other applicable law (except to the
            extent the compliance with any applicable law has been waived or
            an exemption granted by the ASX or a Government Agency having
            authority to do so), the Responsible Entity will comply with the
            Scheme Constitution, and the Scheme Constitution will not be
            amended in a manner that would:

                  (i)   affect the provisions relating to calls;

                  (ii)  require approval of holders of Units; or

                  (iii) be reasonably expected to be adverse to the interests
                        of holders of Units,

            before the expiry of the Underwritten Period without the prior
            written consent of the Underwriters, which consent shall not be
            unreasonably withheld or delayed.

      (x)   (Responsible Entity) The Responsible Entity has been duly
            appointed as the Responsible Entity of the Trust under Chapter 5C
            of the Corporations Act and there is no proposal that the
            Responsible Entity retires.

      (y)   (right of indemnity) The Responsible Entity:

                  (i)   has the right to be fully indemnified out of the Trust
                        in relation to its liabilities under this agreement,
                        and the right has not been modified, released or
                        diminished in any way;

                  (ii)  the Trust's assets are sufficient to satisfy that
                        right in full; and

                  (iii) has not released or disposed of its equitable lien
                        over the Trust's assets.

      (z)   (Offer Securities) The Offer Securities will be validly issued and
            allotted free from all liens, charges and other encumbrances
            except for the obligation to pay the Final Instalment.

      (aa)  (Transaction Documents) Each Transaction Document is a legal valid
            and binding obligation enforceable in accordance with its terms.
            No Transaction Document is voidable or liable to rescission for
            any reason and no Transaction Document or its performance
            contravenes any applicable law.

      (bb)  (ASX waivers) The Responsible Entity has been granted all waivers
            of the Listing Rules and all declarations and modifications of the
            Corporations Act which are required to permit:

                  (i)   the Responsible Entity to make the Offer;

                  (ii)  the Trust to become a listed entity on ASX; and


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                                                                           42.
<PAGE>


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                  (iii) Reckson Associates and the US LLC to exercise their
                        rights under the LLC Agreement and the Call Option.


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                                                                           43.
<PAGE>


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                                  SCHEDULE 3

                                   INDEMNITY

1.    Indemnity

      Subject to paragraph 2 of this schedule 3, the Responsible Entity and
      ROP agree to jointly and severally indemnify and keep indemnified the
      Underwriters and their related bodies corporate and each of their
      directors, officers, employees and advisers (each an "Indemnified Party"
      and collectively the "Indemnified Parties") from and against all Losses
      directly or indirectly suffered by, or Claims made against, an
      Indemnified Party arising out of or in connection with the appointment
      of the Underwriters pursuant to this agreement including but not limited
      to:

      (a)   (Offer Documents) the issue of the Offer Document, or the making,
            conduct, or settlement of the Offer (including Losses or Claims
            arising out of or in connection with the preparation for, or
            involvement in, investigations conducted by ASIC in relation to
            the issue of the Offer Document or the Offer);

      (b)   (breach) the Responsible Entity or ROP failing to perform or
            observe any of its obligations or undertakings under this
            agreement or any other obligations binding on it;

      (c)   (misrepresentation) any representation or warranty made or given
            under this agreement or deemed to have been made or given by the
            Responsible Entity or ROP under clause 4.5 of this agreement
            proving to have been untrue or incorrect;

      (d)   (authorised publications) any roadshow presentation, announcement,
            advertisement or publicity made or distributed by or on behalf of
            an Indemnified Party in relation to the Offer with the prior
            approval of the Responsible Entity and ROP;

      (e)   (generally) any claim that an Indemnified Party has any liability
            under the Corporations Act (including sections 1041H and 1041I) or
            any other applicable law in relation to the Offer;

      (f)   (issue) the issue of the Offer Securities; and

      (g)   (Instalment Shortfall Units) the forfeiture and sale of the
            Instalment Shortfall Units,

      provided that Losses or Claims the subject of this indemnity shall not
      include:

            (i)   sub-underwriting fees and other fees that are the
                  responsibility of the Underwriters under clause 9.1 of this
                  agreement; or

            (ii)  loss or damage suffered solely as a result of the
                  Underwriters being required to subscribe for the Shortfall
                  Securities or pay the Unpaid Instalment Amount.


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                                                                           44.
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      Each of the paragraphs (a) to (g) (inclusive) of this paragraph 1 shall
      be construed independently and no paragraph shall be limited by
      implications arising from any other paragraph.

2.    Extent of indemnity

      The indemnity in paragraph 1 of this schedule 3 does not extend to and
      shall not be deemed to be an indemnity against Losses suffered by, or
      Claims made against, an Indemnified Party unless those Losses or Claims
      are finally judicially determined to result primarily from the
      negligence, fraud, lack of good faith or wilful misconduct of that
      Indemnified Party.

3.    Notice

      If the Underwriters become aware of any matter in respect of which an
      Indemnified Party wishes to claim for indemnification under the
      indemnity contained in this schedule 3, the Underwriters must promptly
      notify the Responsible Entity and ROP of the substance of that matter.

4.    Failure to notify

      The failure of the Underwriters to notify the Responsible Entity and ROP
      pursuant to paragraph 3 of this schedule 3 shall not release the
      Responsible Entity and ROP from any obligation or liability which they
      may have pursuant to paragraph 1 of this schedule 3 except that such
      liability shall be reduced to the extent to which:

      (a)   any of the Responsible Entity and ROP has suffered material damage
            or material loss; or

      (b)   the amount the subject of the indemnity under paragraph 1 of this
            schedule 3 has increased,

      as a result of the failure to so notify.

5.    Benefits of indemnity

      Each Indemnified Party, whether or not a party to this agreement, shall
      be entitled to the benefit of the provisions in this schedule 3 and
      these provisions may be enforced on that Indemnified Party's behalf by
      the Underwriters.

6.    Preservation of rights

      Subject to paragraph 2 of this schedule 3, the rights of an Indemnified
      Party under this agreement shall not in any way be prejudiced or
      affected by:

      (a)   any approval given by that party in relation to the Offer Document
            or any roadshow presentation, announcement, advertisement or
            publicity made or distributed in relation to the Offer with the
            prior approval of the Responsible Entity and ROP (whether before
            or after the date of the Offer Document) (collectively the "Public
            Material");


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                                                                           45.
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      (b)   any consent to be named in the Public Material;

      (c)   any knowledge (actual or constructive) acquired by the Indemnified
            Party after the date of this agreement of any failure by the
            Responsible Entity or ROP to perform or observe any of its
            obligations under this agreement;

      (d)   termination of this agreement under clause 2 or any lawful
            termination by the Underwriters of the obligations to underwrite
            the Offer under clause 9 of this agreement;

      (e)   any inaccuracy in any representation or warranty made or deemed to
            have been made by the Responsible Entity or ROP under this
            agreement; or

      (f)   any other fact, matter or thing which might otherwise constitute a
            waiver of or in any way prejudice or affect any right of an
            Indemnified Party.

7.    Responsible Entity entitled to defend or institute proceedings

      In respect of an Indemnified Claim, the Responsible Entity and ROP
      shall, subject to paragraphs 10, 11 and 12 of this schedule 3, be
      entitled to defend the Indemnified Claim or institute such legal or
      other proceedings in the name of any of the Indemnified Parties and
      conduct the same under the sole management and control of the
      Responsible Entity or ROP, as the case may be. The Responsible Entity
      and ROP must diligently pursue any defence it conducts or any
      proceedings it takes under this schedule 3 and must consult with and
      keep the Underwriters and any relevant Indemnified Party informed of the
      progress of the defence or the prosecution of such proceedings.

8.    Separate representation

      Notwithstanding paragraph 7 of this schedule 3, where the Responsible
      Entity or ROP is conducting a defence of an Indemnified Claim or
      proceedings in respect of an Indemnified Claim in the name of an
      Indemnified Party, the Indemnified Party may engage its own legal or
      other representation and participate in those proceedings but any
      reasonable expenses incurred by it in relation to those proceedings
      shall only be borne by the Responsible Entity and ROP to the extent that
      those expenses are:

      (a)   incurred prior to the Responsible Entity or ROP taking over
            conduct of that proceeding; or

      (b)   incurred with the prior written authority of the Responsible
            Entity or ROP.

9.    Obligations of Indemnified Parties

      The Indemnified Parties, subject only to paragraph 10 of this schedule
      3, must:

      (a)   take such reasonable action as the Responsible Entity or ROP
            requests to avoid, dispute, resist, appeal, compromise or defend
            any Indemnified Claim in respect of it;

      (b)   not settle any Indemnified Claim without the prior written consent
            of the Responsible Entity or ROP (such consent not to be
            unreasonably withheld);


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                                                                           46.
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      (c)   render all reasonable assistance and co-operation to the
            Responsible Entity or ROP in the conduct of any legal or other
            proceedings in respect of an Indemnified Claim;

      (d)   do anything reasonably necessary or desirable to ensure that the
            Responsible Entity or ROP is subrogated to and enjoys the benefit
            of the rights of the Indemnified Parties in relation to any
            cross-claims.

      The Underwriters shall be under no obligation to the Responsible Entity
      in respect of a failure by another Indemnified Party to observe the
      provisions of this paragraph 9 of this schedule 3.

10.   Conditions precedent to Indemnified Parties' obligations

      The Indemnified Parties are under no obligation under paragraph 9 of
      this schedule 3 unless at the time the Responsible Entity or ROP
      requests any of the Indemnified Parties to take any action:

      (a)   the Responsible Entity or ROP agrees to indemnify the Indemnified
            Parties against all Loss incurred by the Indemnified Parties in
            taking the action required, as and when they fall due, including
            legal costs and disbursements of its lawyers on a full indemnity
            basis and the cost of any involvement of any officers of the
            Underwriters at normal commercial rates;

      (b)   the Indemnified Parties, acting reasonably, form the opinion that
            the Responsible Entity or ROP has and will have available funds to
            satisfy any of the moneys payable under paragraph 10(a) of this
            schedule 3, as and when the same become due for payment; and

      (c)   if the taking of that action would, in the reasonable opinion of
            the Underwriters, lead to a risk of damage to an Indemnified
            Party's reputation or standing.

11.   No Settlement without consent

      The Responsible Entity and ROP must not (without the prior written
      consent of the Underwriters) settle, compromise or consent to the entry
      of any judgment in relation to any Indemnified Claim unless:

      (a)   such settlement, compromise or consent does not include a
            statement or admission that an Indemnified Party is or was at
            fault or culpable, failed to act or contravened any applicable
            law; and

      (b)   the Responsible Entity and ROP obtain an unconditional release of
            each Indemnified Party from all liability arising out of such
            Indemnified Claim.


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                                                                           47.
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12.   Right to assume control of proceedings

      An Indemnified Party has a right at any time to reassume any legal or
      other proceedings defended or instituted by the Responsible Entity or
      ROP in the name of the Indemnified Party as contemplated by paragraph 7
      of this schedule 3 (Reassumed Claim). If an Indemnified Party does this:

      (a)   it will have the right to conduct the same under its sole
            management and control and will have absolute discretion with
            regards to the conduct of those proceedings including any decision
            to settle, compromise or consent to the entry of any judgment in
            relation to any Reassumed Claim the subject of those proceedings
            but, in doing so, will act reasonably and consult with and take
            account of the views of the Responsible Entity or ROP so far as is
            reasonably possible; and

      (b)   the Responsible Entity and ROP must:

            (i)   render all reasonable assistance and cooperation to the
                  Indemnified Party in the conduct of any Reassumed Claim; and

            (ii)  do anything reasonably necessary or desirable to ensure that
                  the Indemnified Party is subrogated to and enjoys the
                  benefits of the rights of the Responsible Entity or ROP in
                  relation to any cross claims,

            except where the taking of that action would, in the reasonable
            opinion of the Responsible Entity or ROP, lead to a risk of damage
            to the Responsible Entity's or ROP's reputation or standing; and

      (c)   any agreement by the Responsible Entity or RPO to indemnify that
            Indemnified Party under paragraph 10(a) of this schedule 3 in
            respect of the relevant legal or other proceedings shall no longer
            apply.

      Paragraph (c) above shall not affect the operation of the indemnity
      under paragraph 1 of this schedule 3.

13.   Contractual contribution

      If for any reason the indemnities contained in this schedule 3 are
      unavailable or insufficient to hold harmless any Indemnified Party
      against any Indemnified Claim (other than as a result of the operation
      of paragraph 2 of this schedule 3 then the Responsible Entity and ROP
      each agree to contribute to the relevant Indemnified Claim in accordance
      with paragraphs 14 to 18 of this schedule 3, in all cases to the maximum
      extent allowed by law.

14.   Proportional contribution

      The respective proportional contribution of the Responsible Entity and
      ROP (on the one hand) and the Indemnified Parties (on the other hand) in
      relation to an Indemnified Claim will be as agreed by the Responsible
      Entity, ROP and the Indemnified Parties (and failing agreement as
      determined by a court of competent jurisdiction) having regard to the
      participation in, instigation of, or other involvement of the
      Responsible Entity and ROP on the one hand (in relation to the
      proportional contribution of the Responsible Entity and


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                                                                           48.
<PAGE>


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      ROP) and the Indemnified Parties on the other hand (in relation to the
      proportional contribution of the Indemnified Parties) in the act
      complained of. Without limiting the generality of this schedule 3,
      regard must be had to the Indemnified Parties' and the Responsible
      Entity's and ROP's relative intent, knowledge, access to information and
      opportunity to correct any untrue statement or omission.

15.   No excess contribution

      The Responsible Entity and ROP agree with the Indemnified Parties that
      in no event will the Indemnified Parties be required to contribute under
      paragraph 14 of this schedule 3 to any Indemnified Claim an aggregate
      amount that exceeds the commission and fees paid to the Underwriters
      under this agreement.

16.   Limit on contribution

      The Underwriters acknowledge that the Responsible Entity or ROP may
      enter into arrangements which limit the extent to which the Responsible
      Entity or ROP may claim against any third party or third parties in
      connection with the Offer (a Relevant Limitation). Where any damage or
      loss is suffered by the Responsible Entity or ROP for which the
      Underwriters would otherwise be jointly and severally liable to the
      Responsible Entity or ROP with any third party or third parties, the
      extent to which such loss will be recoverable by the Responsible Entity
      or ROP from the Underwriters will:

      (a)   be limited so as to be in proportion to the Underwriter's
            contribution to the overall fault for such damage or loss, as
            agreed between the parties or, in the absence of agreement, as
            finally determined by a court of competent jurisdiction; and

      (b)   be no more than it would have been had any Relevant Limitation not
            been agreed to by the Responsible Entity or ROP.

      The degree to which the Underwriters may rely on the work of any such
      third party will be unaffected by any Relevant Limitation.

17.   Right to reimbursement by the Responsible Entity

      If an Indemnified Party pays an amount in relation to an Indemnified
      Claim where it is entitled to contribution from the Responsible Entity
      or ROP under this schedule 3, the Responsible Entity and ROP agree to
      promptly reimburse the Indemnified Party for that amount.

18.   Right to reimbursement by the Indemnified Party

      If the Responsible Entity or ROP pays an amount in relation to an
      Indemnified Claim where it is entitled to contribution from an
      Indemnified Party under this schedule 3, the Underwriters agree to
      promptly reimburse the Responsible Entity and ROP for that amount.

19.   Release of the Indemnified Parties

      Each of the Responsible Entity and ROP agree that no Claim may be made
      by it against the Indemnified Parties, and each of the Responsible
      Entity and ROP unconditionally and


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                                                                           49.
<PAGE>


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      irrevocably releases and discharges each Indemnified Party from any
      Claim that may be made by it to recover from that Indemnified Party any
      Losses suffered or incurred by the Responsible Entity or ROP arising
      directly or indirectly as a result of the participation of that
      Indemnified Party in the preparation of the Offer Document or in
      relation to the making of the Offer, except in relation to matters where
      those Losses are finally judicially determined to result primarily from
      any the negligence, fraud, lack of good faith or wilful misconduct of
      that Indemnified Party (except to the extent that such negligence,
      fraud, lack of good faith or wilful misconduct of that Indemnified Party
      is induced by, or arises as a result of, an act, omission or advice by
      or on behalf of the Responsible Entity or ROP).


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                                                                           50.
<PAGE>


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                                  SCHEDULE 4

                                   TIMETABLE

Lodgement Date - date for lodgement of Offer
Document with ASIC                                            15 August 2005

Opening Date                                                  29 August 2005

Closing Date                                                 16 September 2005

Shortfall Notification Date                                  19 September 2005

Settlement Date                                              20 September 2005

Allotment Date                                               21 September 2005

Call Date (date by which Call is to be made)                  21 August 2006

Final Instalment Payment Date                                 1 October 2006

Last day for Unpaid Instalment Notice                         11 October 2006

Last day for Instalment Shortfall Sale Date                  10 November 2006


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                                                                           51.
<PAGE>


<TABLE>
<CAPTION>

----------------------------------------------------------------------------------------------------------------------

EXECUTED as an agreement.



SIGNED by RECKSON AUSTRALIA
MANAGEMENT LIMITED as
responsible entity of the Reckson New
York Property Trust:

-----------------------------------------------------            -----------------------------------------------------
<S>                                                              <C>
Signature of director                                            Signature of Executive Vice President

/s/ Scott Rechler                                                      /s/ Michael Maturo
-----------------------------------------------------            -----------------------------------------------------
Name  Scott Rechler                                              Name  Michael Maturo



SIGNED on behalf of RECKSON
OPERATING PARTNERSHIP, L.P.
by RECKSON ASSOCIATES REALTY
CORP., its general partner

By:
     /s/ Michael Maturo
-----------------------------------------------------            -----------------------------------------------------
       Michael Maturo

-----------------------------------------------------            -----------------------------------------------------




SIGNED for UBS AG, AUSTRALIA
BRANCH by its duly authorised officers:


-----------------------------------------------------            -----------------------------------------------------
Signature of authorised officer                                  Signature of authorised officer

      /s/ Russell Cowley                                               /s/ Fergus Horrobin
-----------------------------------------------------            -----------------------------------------------------
Name  Russell Cowley                                             Name  Fergus Horrobin


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                                                                                                                   52.
<PAGE>


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SIGNED for CITIGROUP GLOBAL
MARKETS AUSTRALIA PTY
LIMITED under power of attorney in the
presence of:



                                                                 Signature of attorney


                                                                       /s/ Matthew Greenberger
                                                                 -----------------------------------------------------
Signature of witness                                             Name  Matthew Greenberger

   /s/ R. B. B. McCormack
-----------------------------------------------------            -----------------------------------------------------
Name   R. B. B. McCormack                                        Date of power of attorney


                                                                                                                   53.


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